[The following post is contributed by Yogesh Chande, who is an Associate Partner with Economic Laws Practice, Advocates & Solicitors. Views of the author are personal. SEBI has with effect from 24 March 2015 amended the following regulations: (a) SEBI (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”); (b) SEBI (Substantial Acquisition of Shares...
RIP: Henry Manne
This past weekend witnessed the passing away of Henry Manne, one of the doyens of the law and economics movement and corporate law generally. He was 86. I remember Manne for his seminal work on hostile takeovers and the market for corporate control, which is contained in his 1965 article “Mergers and the Market for Corporate Control” and followed up in a 2002 op-ed in the Wall Street Journal...
Invocation of pledge by PFI requires disclosure under SEBI regulations
[The following post is contributed by Supreme Waskar, partner at Sterling Associates, Mumbai] The Securities Appellate Tribunal (SAT) has upheld the order of SEBI against SICOM Ltd. (“SICOM”) imposing penalty of Rs. 5 lakhs for non-disclosure of acquisition pursuant to the invocation of a pledge under regulations 29(1) and 29(2) of the Securities and Exchange Board of India (Substantial...
Supreme Court on Non-Compete Fee Under the Takeover Regulations
[The following post is contributed by Yogesh Chande, Associate Partner, Economic Laws Practice. Views are personal] The Supreme Court passed an order setting aside the Securities Appellate Tribunal (SAT) decision [and order of SEBI] on payment of “non-compete” fee under the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (SEBI Takeover Regulations) Background...
SAT on Withdrawal of a Takeover Offer
Once an acquirer makes an open offer under the SEBI Takeover Regulations, it has to meet a high standard (somewhat similar to frustration) before it is allowed to withdraw such an offer. This principle has been laid down by the Supreme Court in two cases, i.e. Nirma Industries/ Shree Rama Multi Tech and Akshya Infrastructure/ MARG, which we have previously discussed on this Blog. Readers may...
Consequences of Inaccurate Shareholding Disclosures
Both the SEBI (Substantial Acquisition of Shares and Takeovers Regulations), 2011 (the Takeover Regulations) as well as the SEBI (Prohibition of Insider Trading) Regulations, 1992 (the PIT Regulations) require a timely disclosure of acquisition or change in shareholdings beyond certain thresholds by substantial shareholders and promoters. Such disclosure requirements are also captured in clause...
SEBI Order on “Control” Under Takeover Regulations
Background and Facts Last week, SEBI passed its order in the Jet-Etihad case relating to whether the investment by Etihad Airways in 24% shares of Jet Airways (India) Limited and the terms thereof amount to Etihad obtaining “control” in Jet so as to require Etihad to make a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the Takeover...
Supreme Court on the Sanctity of a Takeover Offer
Background and Facts Last month, the Supreme Court had the occasion in SEBI v. Akshya Infrastructure Pvt. Ltd. to consider the narrow question of the whether “an open offer voluntarily made through a Public Announcement for purchase of shares of the target company can be permitted to be withdrawn at a time when the voluntary open offer has become uneconomical to be performed”, which it answered...
Guest Post: Regulations by SEBI under the Companies Act, 2013 for Promoter Acquisitions
[The following post is contributed by Yogesh Chande, who is a Consultant with Economic Laws Practice, Advocates & Solicitors. Views of the author are personal] In terms of section 13(8) of the Companies Act, 2013 (Act), a company, which has raised money from public through prospectus and has any unutilised amount out of the money so raised, is not permitted to change its objects for which it...
Withdrawal of a Takeover Offer
[The following post is contributed by Yogesh Chande, who is a Consultant with Economic Laws Practice, Advocates & Solicitors. Views of the author are personal] In an interesting order passed on February 20, 2014, the whole time member of the Securities and Exchange Board of India (SEBI) has refused the withdrawal of an open offer made by the acquirers under the erstwhile SEBI...
Recent Comments