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Is Your ESOP Plan Ready for the Updated Proxy Advisory Playbook?

Summary: This article examines how proxy advisory firms have meaningfully tightened their scrutiny of Employee Stock Option Plan (“ESOP”) proposals, evaluating them on regulatory compliance as well as on governance standards. It explores the key areas of concerns in relation to dilution, exercise price, Board discretion, extension of benefits to group companies, etc., and highlights the practical risks companies face when ESOP schemes are drafted without first engaging with the updated proxy advisory guidance.

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Decoding India’s Labour Codes: Strategic Insights for M&A Transactions

Summary: India’s consolidation of 29 central labour laws into four Labour Codes marks a landmark transformation of the country’s regulatory landscape, with far-reaching implications for M&A transactions. The introduction of Labour Codes is not just a compliance issue, but one that actively impacts deal making. While the Labour Codes promise a more streamlined compliance framework in the long term, the current transitional phase — where central rules remain unfinalised and most states are yet to implement the Labour Codes — introduces significant near-term complexity for dealmakers. In this blog, we aim to highlight some of these considerations, including on valuation impact, penalty enhancements and heightened due diligence requirements. This blog also serves as a summary of ongoing considerations for transactions in light of the new Labour Codes.

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FIG Paper No. 55 (VDA Series 10): India’s First Asset Tokenisation Bill: What It Means for the Digital Assets Space

Summary: The Asset Tokenisation (Regulation) Bill, 2026, introduced in the Rajya Sabha on March 14, 2026, is India’s first dedicated legislative proposal for regulating and licensing tokenised real-world assets. Significantly, it proposes a novel multi-regulator model in light of global standards and provides a pathway for regulating tokenised assets, including stablecoins. 

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Director’s Liability under the Labour Codes

Summary: The Labour Codes provide for a more uniform framework for director liability, harmonising the previously fragmented provisions under the erstwhile labour statutes. We have evaluated director liability under the Labour Codes, how the Courts have historically determined director liability, and outlined key safeguards and risk mitigation measures for organisations.

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Large Issuers, Easier Listings: MPO and MPS Norms Recast Under SCRR

Summary: This article examines the Securities Contracts (Regulation) Amendment Rules, 2026 (“Amendment Rules”), which recalibrate the minimum public offer and shareholding framework under the Securities Contracts (Regulation) Rules, 1957 (“SCRR”). It discusses the key changes, including materially reduced dilution requirements and extended compliance timelines and highlights the legal and operational considerations arising from the amendment for both unlisted and listed large issuers.

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Arbitration Clauses v. NCLT’s Jurisdiction in Shareholder Disputes: Legal Position in India

Summary: Indian courts have consistently held that statutory remedies under company law cannot be overridden by private contracts. While arbitration is encouraged as an efficient dispute resolution mechanism under the Arbitration and Conciliation Act, 1996, NCLT’s jurisdiction in corporate governance and minority protection remains intact. This note examines the statutory framework, doctrinal foundations, and leading judicial precedents governing the relationship between arbitration clauses in shareholder agreements and oppression and mismanagement proceedings.

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FIG Paper No. 54 (VDA Series 9): Recent Delhi High Court Rulings: Learnings for Digital Asset Players

This FIG paper examines in detail the recent Delhi High Court rulings, which have clarified the scope of judicial remedies available for cryptocurrency exchange users in India and distils important lessons for virtual digital asset (“VDA”) industry players.

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From Restriction to Recalibration – The Path Forward for Press Note 3 and Cross-Border M&A

Background

Earlier this week, as a part of a broader set of key decisions, the Union Cabinet announced modification to India’s foreign investment regulatory framework on cross-border investments originating from countries sharing land borders with India (“LBC”). The changes announced are significant as they indicate a recalibration of the Government’s approach to certain categories of investments in India by LBC investors. The move is aimed at encouraging increased foreign capital flows in strategic industry sectors (with an emphasis on manufacturing capital goods, electronic capital goods, electronic components polysilicon and ingot-wafer (“Focus Sectors”)). They also clarify the applicability of the Government approval route to certain LBC investors, and the reducing regulatory approval timelines for such investments.

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API Integration in Insurance: Unlocking Digital Policy Distribution

Summary: This article examines the increasing use of Application Programming Interfaces (“APIs”) in the insurance sector and their role in enabling embedded and digital distribution models. It discusses how API platforms are integrated for distribution of insurance products with third-party digital platforms, offering coverage at the point of transaction. The article also highlights the key legal and operational considerations arising from such arrangements and outlines the regulatory framework under the Insurance Act, 1938.

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Decoding Delhi High Court’s Ruling: The inter-relationship of injunctive relief and patent validity challenges

The Delhi High Court decided an important case on patent law in Novo Nordisk A/S v. Dr. Reddy’s Laboratories Ltd. The dispute involved Semaglutide, a widely used drug for diabetes and obesity. It addressed an important issue: can a patentee/ Plaintiff obtain an injunction if the Defendant, with knowledge of the Plaintiff’s patent rights, proceeds with production/ manufacturing of the patented drug,without first initiating revocation or non-infringement proceedings. Notably, the Delhi High Court declined to release the Defendant from its undertaking of not selling the patented drug in India as it had begun manufacturing/ production without “clearing the way”, despite being fully aware of the suit patent. The Court, however, allowed the Defendant to export to jurisdictions where the Plaintiff holds no patent rights. The judgment serves as an important precedent in determining the inter-relationship between injunctive relief and patent validity challenges.

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