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CAM Corporate Team

The CAM Corporate Team can be reached at cam.mumbai@cyrilshroff.com

Regulatory Considerations for M&A Investors During COVID-19 Era

CAM authors collaborate for this article with our Guest Authors –  Michael J. Cochran, Partner at Kilpatrick Townsend & Stockton and Gabrielle Gollomp , Associate at Dentons

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The COVID-19 pandemic and the corresponding economic volatility has dramatically impacted the US and the Indian M&A market. While many high-profile companies have abandoned proposed deals, various other companies have expressed or maintained interest in pursuing strategic acquisitions during this time. This article discusses the regulatory changes that parties should consider when contemplating M&A events in the Indian and the US markets in the wake of COVID-19.
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NEP 2020 - VOCATIONAL EDUCATION - FUEL FOR THE INDIAN DEMOGRAPHIC DIVIDEND

The United Nations Population Fund (UNFPA) has defined ‘demographic dividend’ as the growth potential that results from shifts in a population’s age structure.[1] A study conducted by the UNFPA noted that India has an important window of demographic dividend opportunity from about 2005-06 to 2055-56 with 62.5% of the population falling in the working age group of 15 and 59 years. It is expected that the slice of working age group will rise to 65% (approximately) by 2036.[2] This study also recognised the importance of imparting vocational education (VE) to avail the benefits of the demographic dividend.

The National Education Policy, 2020 (Policy) recognises the seminal role of VE in building the Indian demographic dividend. The Policy observes that less than 5% of the Indian workforce within the age bracket of 19–24 years received formal VE when compared to countries such as the USA (52%), Germany (75%), and South Korea (96%).[3] While identifying the need to hasten the development of vocational skills, the Policy highlights the importance of removing rigid distinctions between vocational and academic streams, and eliminating harmful hierarchies between different areas of learning.
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Nep 2020- An Interplay Of Education And Technology

The National Education Policy, 2020 (“Policy”), unveiled by the Ministry of Human Resource Development (“MHRD”), is revolutionary in every sense. While the Policy focuses on multiple aspects, including the need for early childhood care, inclusive education and revamping of the current curriculum, an inherent thread that runs through the Policy is the interplay of education and technology.

Over the last decade, India has transformed itself into an ‘information intensive society’ and there is a growing requirement to embrace the usage of technology in the field of education. In this regard, the Policy notes that one of the central principles steering the education system will be the ‘extensive use of technology in teaching and learning, removing language barriers, increasing access as well as education planning and management’.
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The Centrotrade Enforcement Saga Ends on a High Note

The recent judgment of Centrotrade Minerals v. Hindustan Copper[1] had seen two previous rounds of litigation before the Supreme Court finally enforced a foreign award, passed in 2001 after 19 years, in favour of Centrotrade.

Background

The Appellant, Centrotrade, a US company and the Respondent, Hindustan Copper Ltd. (HCL), an Indian company, entered into a contract under which Centrotrade was required to supply 15,500 DMT of copper concentrate to HCL at Kandla Port in India. Centrotrade supplied the concentrate, but disputes arose over the dry weight of the concentrate supplied.

Two-tiered Arbitration

The arbitration agreement in the contract provided for a two-tiered, arbitration: a first arbitration in India, which could be appealed by the unsatisfied party through a second arbitration to be conducted by ICC in London.

Centrotrade invoked arbitration and in 1999 the Indian arbitration rendered a ‘nil award.’ This award was carried in appeal by Centrotrade to an ICC arbitration in London.
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AGRI-SPACE AS A KEY INVESTMENT DESTINATION

1. Background

  • India is an agrarian economy. It has the second highest population in the world, as well as the second highest arable land area in the world. With rising demand and natural resources under pressure, agriculture as a sector is drawing sharp attention from a necessity as well as interest perspective.
  • It must be noted that the agri-sector has wide reach, as it covers within its ambit not just the core cultivation sector, but also allied sectors that are just as critical. In recent times and, more specifically in 2020, the Indian government has also made special efforts to support this wider sector.
  • Hereunder, we will share a brief overview of the recent reforms in the sector and the viability of the sector from an investors’ point of view.

Continue Reading Agri-Space as a Key Investment Destination : Some Thoughts

ESOPS as Managerial Remuneration - Do Regulators Need to Revisit Regulatory Architecture

Employee Stock Option Plans (ESOPs) are a well-recognised method of compensating employees and attracting and retaining the best talent. Compensation in the form of equity shares helps in creating a sense of ownership in the mind of employees. Benefit schemes for employees, including ESOPs, have gained popularity, especially in technology start-ups that have limited financial resources in the initial years, but want to attract the best talent. ESOPs are the option or a right, but not an obligation, which is offered by a company to its employees to purchase its shares at a pre-determined price in the future. ESOPs align the interest of the employees with long term interest of the companies and play a vital role in retaining employees at the growing stage of the company.

Section 2(37) of the Companies Act, 2013 (“Act”), defines ‘employees’ stock option’ as the option given to directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price. The Act expressly prohibits ESOPs for Independent Directors[1] as the law makers believe that it compromises the ‘independence’ of such Independent Directors. Section 62(1)(b) of the Act provides for the approval of shareholders by a special resolution. Rule 12 of the Companies (Share Capital & Debentures) Rules, 2014, lays down the legal framework for issuance of ESOPs for unlisted companies. Listed companies having ESOP plans are required to comply with the SEBI (Share Based Employee Benefits) Regulations, 2014 (“ESOP Regulations”).
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Real Estate Collaborations & Significance of Corporate Due Diligence 

Introduction

India’s real estate sector has been witnessing critical changes since the last few years, including the promulgation of the Real Estate (Regulation and Development) Act, 2016 (the “RERA Act”). The implementation of the RERA Act has pushed the sector to organise and standardise operations and management of real estate entities. The checks and balances imposed by the RERA Act and liquidity crunch faced by the real estate market has forced the dislodgment of small and unorganised players. Owing to such changes, the real estate market is now witnessing a phase of consolidation and collaboration.
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NEP 2020 AND FOREIGN UNIVERSITIES - WHAT TO EXPECT IN THE REGULATORY DOMAIN

Background

The National Education Policy, 2020 (“NEP”), is only a few days old and has been garnering a lot of attention. Indeed, this is only natural, given the impact it can have on the large student community of India. In addition, given that it is the first education policy in 34 years, both in subject matter and approach, it has demonstrated significant shifts. In some ways, it is substantially different from last year’s draft National Education Policy, 2019 (“Draft Policy”).

One of the areas in our country’s education policy that has always garnered attention and curiosity is the role that foreign educational institutions can play in India and their direct entry into the country. Hereinbelow, we will check what the NEP says in this regard, and what could be expected in the regulatory landscape as a result.
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In Search of a Vaccine for Covid-19 - A Race to The Finish

The Covid-19 pandemic has wreaked havoc on mankind, infecting well over 13 million, and claiming over half a million lives. It has also severely impacted economies across the world. Our healthcare infrastructure has been pushed to its limits and our frontline healthcare professionals are working to the brink of exhaustion, risking their own lives to save others. We bow to them.

In the midst of all this, scientists across the world are working feverishly to find a vaccine for this disease. The hopes of billions rest on this. The World Health Organization (“WHO”) has (as of July 15, 2020) declared that there are about 23 potential vaccine candidates that are currently in various stages of clinical trials[1]. Out of these 23 vaccines, vaccines being developed by: (a) Sinovac (inactivated +alum); and (b) University of Oxford / AstraZeneca has entered into the Phase-III of its clinical trials[2]. In addition, as of July 15, 2020, there are around 140 vaccine candidates in preclinical evaluation (trials not commenced).
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The disruption that Covid-19 has brought about is for everyone to see. Businesses across all sectors have been severely impacted due to the several versions on lockdown orders issued by the central and state governments from time to time.

Given that all enterprises continue to scamper to preserve cash and reduce costs, one of the major payouts that all businesses are actively trying to avoid or minimize exposure to is rental payouts. Two of the most obvious questions in this regard have been:Continue Reading The Doctrine of Suspension of Rent – A Silver Lining for Tenants?