SEBI

Procuring Investor Consent by AIFs: SEBI’s New Playbook for Voting and Conflict Management

Summary: On June 30, 2026, SEBI released a consultation paper proposing a standardised consent mechanism and an expanded conflict-of-interest framework for Alternative Investment Funds.

The AIF Regulations mandate investor consent for material decisions but are silent on methodology, resulting in inconsistent market practices. SEBI now proposes a framework offering AIFs a choice among three voting methods – Deemed Consent, Present and Voting, and Express Voting. Further, the current “associate” definition, anchored to a 15% shareholding threshold, fails to capture transactions where conflict is self-evident. SEBI proposes introducing a “related party” definition adapted from Section 2(76) of the Companies Act, 2013, deployed specifically within conflict provisions. This widens the net of transactions requiring 75% investor approval.

Continue Reading Procuring Investor Consent by AIFs: SEBI’s New Playbook for Voting and Conflict Management
SEBI Order Penalises Outsourcing of Core Functions: Structuring Lessons for Asset Management Industry

Summary: This blog analyses a recent SEBI order dated May 26, 2026, which penalised a portfolio manager for outsourcing core investment functions to a technology company under the guise of “technology consulting”. SEBI held that the prohibition on outsourcing core activities under the Outsourcing Circular and Applicable Laws is absolute, and that “investment decisions” extend beyond model portfolio approval to include all downstream steps such as quantities, timing, and client-level trade execution. The portfolio manager and its key personnel were restricted from onboarding new clients for 21 days and were collectively penalised Rs 42,00,000. The article draws broader structuring lessons for the asset management industry, cautioning that SEBI will look at substance over form, that fee structures linked to performance fees signal participation in the investment process, and that individuals in control will face personal liability.

Continue Reading SEBI Order Penalises Outsourcing of Core Functions: Structuring Lessons for Asset Management Industry

Summary: This blog explores SEBI’s informal guidance on the creation and invocation of pledged shares, particularly for financing of ESOPs, and the expansion of compliance officers’ obligation to determine what constitutes a “bona fide” transaction.

Continue Reading SEBI’s Informal Guidance on Pledging ESOP-Linked Shares During Trading Window Closure
Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations

Summary: This article analyses Regulation 31B of SEBI’s LODR Regulations, which requires listed companies to obtain shareholder approval every five years for special rights granted to certain shareholders, addressing concerns about perpetual rights that survive dilution. Whilst the regulation seeks to balance commercial flexibility with shareholder protection, its broad scope has generated debate about proportionality, with most companies deferring approval requests until the 2028 deadline.

Continue Reading Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations
The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

Summary: This blog examines the Securities Market Code Bill, 2025, in terms of key changes, and their implications for SEBI and the securities market. SEBI’s regulatory role, along with increased involvement of market infrastructure institutions, securities market service providers and self-regulatory organisations, is poised for significant reform. While the shift towards a principle-based statute upholding good governance, natural justice, transparency and accountability is laudable, certain challenges relating to implementation and capacity-building should be addressed.

Continue Reading The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

Summary: SEBI has proposed amendments to streamline India’s IPO process through a consultation paper. The proposals address two critical areas — enabling lock-in compliance for pledged non-promoter shares and introducing focused offer document summaries to enhance accessibility for retail investors. These changes aim to resolve practical challenges faced by IPO-bound companies, while simplifying complex disclosure requirements for better investor comprehension.

Continue Reading Simplifying IPO Process: SEBI’s approach to pledged shares and offer document summaries
FIG Paper No. 50: Recent SEBI Changes – Implications for Intermediaries

Summary: SEBI has recently approved various rule changes for intermediaries such as stock-brokers, REITs/ InvITs, IAs, RAs, FPIs, and angel funds, with a view to ease entry norms and compliance obligations, provide flexibility and to attract more retail and foreign investments. This paper summarises the key changes and their implications for intermediaries.

Continue Reading FIG Paper No. 50: Recent SEBI Changes – Implications for Intermediaries
Beyond CPMS Route: SEBI Unlocks Co-Investment Schemes for AIFs

Summary: SEBI has introduced new Amendment Regulations and a CIV Circular allowing Category I and II AIFs to offer co-investment opportunities through Co-investment Schemes (CIV schemes). This provides an alternative to the existing Co-investment Portfolio Manager route under PMS Regulations. The new framework addresses limitations like additional registration costs and investor profile concerns. Key features…

Key Amendments To Securities And Exchange Board Of India (Infrastructure Investment Trusts) Regulations, 2014

Summary: The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, originally published on September 26, 2014, have undergone extensive amendments over the past decade to adapt to evolving market conditions and enhance the regulatory framework for infrastructure investment trusts (“InvITs”), reflecting the regulator’s response to market developments and operational experience. The recent Securities and Exchange Board of India (Infrastructure Investment Trust) (Third Amendment) Regulations, 2025, effective September 1, 2025, represents further progress in regulatory development. Key updates include refining the definition of “public” to exclude related parties, reducing minimum investment thresholds from Rs 1 crore to Rs 25 lakh, aligning reporting timelines with SEBI specified deadlines, and introducing enhanced valuation requirements for highly leveraged InvITs. By way of this amendment, SEBI continues responding swiftly to market reactions and the operational realities of the existing legal framework for InvITs.

Continue Reading Key Amendments To Securities And Exchange Board Of India (Infrastructure Investment Trusts) Regulations, 2014