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Strengthening Compliance: SEBI’s Recent Enforcement Strategies Against Insider Trading

Insider trading remains one of the most closely monitored violations in India’s capital markets. Historically, the Securities and Exchange Board of India (“SEBI”) has relied on enforcement actions such as monetary penalties, trading bans, and prosecution to deter insider trading. However, there has been a notable shift in the recent years towards preventive regulation through administrative warnings, increased use of technology-driven surveillance and stricter disclosure norms, thus transitioning from reactive measures to preventive regulation.Continue Reading Strengthening Compliance: SEBI’s Recent Enforcement Strategies Against Insider Trading

SEBI’s Mutual Funds Lite Framework: A Regulatory Inflection Point For Passive Funds In India

Introduction

The capital markets regulator, Securities and Exchange Board of India (“SEBI”), released a consultation paper in July 2024 (“Consultation Paper”), seeking public comments on the much awaited liberalised mutual funds (“MF”) framework, designed specifically to govern and streamline operations for passive funds like index funds and exchange-traded funds (“ETFs”) (the “MF Lite Framework”.)[1]Continue Reading SEBI’s Mutual Funds Lite Framework: A Regulatory Inflection Point For Passive Funds In India

Pro-rata and Pari-Passu Rights: Regulating the Differential Rights for AIF Investors

The Securities and Exchange Board of India (“SEBI”) through its circular dated December 13, 2024 (“Circular”), along with Implementation Standards issued by the Standard Setting Forum for AIFs (“SFA”), introduced guidelines to ensure fair and equitable treatment of investors in alternative investment funds (“AIFs”), making pro-rata and pari passu rights an essential feature of AIF structures.Continue Reading Pro-rata and Pari-Passu Rights: Regulating the Differential Rights for AIF Investors

SEBI’s New KPI Standards for IPOs: Key Takeaways

The Securities and Exchange Board of India (“SEBI”) issued a circular announcing the adoption of the Industry Standards on KPI Disclosures in the Draft Offer Document and Offer Document (“KPI Standards”) on February 28, 2025, which shall be applicable to all IPO draft offer documents/offer documents filed on or after April 1, 2025.Continue Reading SEBI’s New KPI Standards for IPOs: Key Takeaways

SEBI Proposes to Unlock Listed Debt Markets for Category II AIFs

Introduction

The Securities and Exchange Board of India (“SEBI”), as part of its ongoing regulatory reforms, released a consultation paper on February 7, 2025, seeking public comments to review Regulation 17(a) of the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”). The objective is to enhance investment flexibility for Alternative Investment Funds (“AIFs”), particularly in debt securities, while addressing concerns arising from recent regulatory changes by way of allowing Category II AIFs to make up to 100% of their investment in certain listed debt securities as explained in detail below. As of now, Category II AIFs are allowed to make less than 50% of their investments in listed securities.Continue Reading SEBI Proposes to Unlock Listed Debt Markets for Category II AIFs

Public Takeovers in India: Flashback 2024

The year 2024 saw 105 public takeovers implemented through the tender offer route under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations). The number of takeovers were 24% higher than the number of takeovers in CY23 (85 in all). The aggregate transaction size (i.e. the aggregate size of the underlying negotiated deal and tender offer) of the takeovers announced in CY24 was INR 705.89 billion, i.e. 158% higher than that of the takeovers announced in CY23 (i.e. INR 274.27 billion). Primarily, the deal activity in CY24 was driven by domestic strategic acquirers. Foreigners executed 11 deals in this space, which was substantially higher than in CY23 (being 3).Continue Reading Public Takeovers in India: Flashback 2024

Introduction:

The rapid development and deployment of Artificial Intelligence (“AI”) and Machine Learning (“ML”) tools by market participants over the course of the past year prompted the Securities and Exchange Board of India (“SEBI”) to issue, on November 13, 2024, a consultation paper on “Proposed amendments with respect to assigning responsibility for the use of Artificial Intelligence Tools by Market Infrastructure Institutions, Registered Intermediaries and other persons regulated by SEBI” (“Draft Amendments”), seeking public suggestions on a series of amendments to the extant regulations.Continue Reading SEBI’s Proposed New Amendments on Usage of AI Tools by Regulated Entities

SEBI Prescribes Due Diligence Norms for AIFs to Curb Regulatory Circumvention

Introduction

A new set of regulations has been implemented for Alternative Investment Funds (“AIFs”) to exercise “specific due diligence”,[1] with respect to their investors. The aim is to prevent investors from circumventing the extant norms administered by the financial sector regulators. These include:Continue Reading SEBI Prescribes Due Diligence Norms for AIFs to Curb Regulatory Circumvention

FVCI Regulations 2.0 Notified : DDPs Provided Regulatory Oversight on FVCIs including Clearing of Applications

Background

The Securities and Exchange Board of India (“SEBI”), vide the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2024 (“Amendment”), has introduced numerous amendments to the SEBI (Foreign Venture Capital Investors) Regulations, 2000 (“FVCI Regulations”), which will be effective January 01, 2025 onwards.Continue Reading FVCI Regulations 2.0 Notified : DDPs Provided Regulatory Oversight on FVCIs including Clearing of Applications

New Delisting Regime: Key Highlights

The Securities and Exchange Board of India (“SEBI”) has amended the SEBI (Delisting of Equity Shares) Regulations, 2021 (“Amendment”). The new regime introduces fixed price delisting as an option for take-private transactions. In addition to the reverse book building (“RBB”) route, existing promoters can now use this new route, depending on the viability based on case specific nuances to take their listed entity off the exchange. The key parameters are summarised below:Continue Reading New Delisting Regime: Key Highlights