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Anand Jayachandran

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Partner in the General Corporate Practice at the Bangalore office of Cyril Amarchand Mangaldas. Anand specialises in public market mergers and acquisitions, block trades, foreign investment and corporate restructuring. He has advised several reputed Indian and international companies in relation to complex acquisition and restructuring transactions and advised on some of the largest block deals in the Indian securities market.

He also has considerable experience in advising on transactions involving on-market exits by private equity investors from their investments in India. He can be reached at anand.jayachandran@cyrilshroff.com

The Securities and Exchange Board of India (“SEBI”) has recently introduced significant changes to the governance framework for listed companies through an amendment to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”).

The amendments were signaled by various consultation papers issued by SEBI over the last 6-9 months, including consultation papers on ‘Review of disclosure requirements for material events or information under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015’ and ‘Strengthening Corporate Governance at Listed Entities by Empowering Shareholders – Amendments to the SEBI (LODR) Regulations, 2015’.Continue Reading SEBI Amendments to the LODR – An Overview of Key Changes

Mergers & Acquisitions

Introduction

While some Indian corporates have been bold acquirers in big-ticket overseas acquisitions, such transactions are rare, often complex, and risky. Indian acquirers have typically used internal accruals or resorted to overseas debt to finance offshore acquisitions due to regulatory restrictions preventing them from using their stock as consideration for the acquisition. Recent liberalisations in the overseas investment framework suggest that this constraint may be going away. While these regulatory changes may provide additional structuring options for cross-border M&A/ restructuring, decisions of certain tribunals on these (relatively recent) amendments may play spoilsport.Continue Reading Cross-Border Demergers: Navigating muddy waters

The ‘Appointed Date’ Conundrum – Has the MCA Now Resolved This?

‘Appointed Date’ versus ‘Effective Date’

A scheme of arrangement is usually conditional upon the satisfaction of specified conditions. The date on which the conditions to a scheme are satisfied is referred to as the ‘effective date’ of the scheme. Schemes often provide that once all conditions are satisfied, they shall be deemed to have become effective on an identified date (which is not necessarily the same as the effective date) – this is usually referred to as the ‘appointed date’ of the scheme. Accordingly, while the conditions to a scheme are satisfied on an effective date, the transactions under the scheme are deemed to have occurred on an appointed date.
Continue Reading The ‘Appointed Date’ Conundrum – Has the MCA Now Resolved This?

Legal Conundrum of Real Money Online Poker 

Indian mythology suggests that playing and losing at a game of dice led to the Pandava brothers, their wife and mother being sent to exile. Regardless of this cautionary tale, the online gaming market in India has taken off in India with revenues reaching Rs. 43.8 billion in FY 18 and expected to grow to Rs. 118.8 billion by 2023.[1]

The question of whether the state should permit businesses relating to betting and gambling was hotly debated in the Constituent Assembly Debates, with several members opposing constitutional sanction to betting and gambling activities. Members drew support for their argument from sources as varied as the apocryphal sufferings of the Pandavas to the ideals of Mahatma Gandhi.

Notwithstanding their opposition, List II of the Seventh Schedule to the Indian Constitution places matters relating to betting and gambling within the legislative purview of state governments. This compromise allowed state governments to choose to either prohibit or regulate (and tax) activities relating to betting and gambling.
Continue Reading All In or Fold – The Legal Conundrum of Real Money Online Poker