Ever since the introduction of framework for prevention of insider trading (“PIT”), the Securities and Exchange Board of India (“SEBI”), as the primary regulator of securities markets has consistently been sharpening its tools to effectively discharge its duty of ensuring market integrity, curbing malpractices and safeguarding interests of investors.Continue Reading Decoding SEBI’s Tech Arsenal for Insider Trading: Structured Digital Database (Part I)
In order to provide for an alternative and efficient dispute resolution mechanism for securities law violations, the Securities and Exchange Board of India (“SEBI”) introduced the consent mechanism through a circular in 2007 (which was partially modified in 2012). This was subsequently codified through the SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014 (“2014 Regulations”), pursuant to the notification of the Securities Laws (Amendment) Act, 2014, which expressly empowered SEBI to settle matters with a view to removing any ambiguity over the validity of the settlement process. This regime specifically excluded certain serious violations (e.g. insider trading, fraud) from the purview of the settlement mechanism. Explicit provisions which enabled initiation of settlement proceedings prior to the issuance of show cause notice were also introduced, to reduce administrative burden and cost on SEBI.Continue Reading Amendments to SEBI Settlement Regime – A Snapshot
A three-judge bench of the Supreme Court, in S. Karthik & Ors. v. N. Subhash Chand Jain & Ors.(“S. Karthik”), recently relaxed the mandatory pre-requisites prescribed for sale of mortgaged assets under the Security Interest (Enforcement) Rules, 2002 (“The SI Rules”), under certain circumstances. It was held that when a sale notice under the SI Rules does not result in a sale due to reasons entirely attributable to the borrower, then the lender need not wait another 30 days before selling the mortgaged assets through a subsequent sale notice. This decision assumes significance as it is indicative of a lender friendly approach in monetising their security interests by adopting a flexible standard in interpreting the procedural prerequisites, rather than reading them pedantically. This blog examines the judgement in detail.Continue Reading “Duly Noted”: Notice period for subsequent sale notice under Rule 8 and 9 of the Security Interest (Enforcement) Rules, 2002 relaxed by the Supreme Court
Under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), listed companies are required to submit their financial results within 45 days of end of each quarter, other than the last quarter of a financial year where they have 60 days.Continue Reading Post-IPO financial results – when to disclose
Despite the challenging times, the Indian capital markets are hitting all-time highs on a daily basis and have been flooded with capital. This has seen a rush of equity offerings over the last 12 months including record filings for draft documents over the last few months. In their continuous efforts to make India exchanges more competitive, the Securities and Exchange Board of India (“SEBI”) has notified the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2021 (“ICDR Amendment”). Pursuant to the ICDR Amendment, SEBI has revisited some of the requirements relating to lock in of equity shares post-IPO (one of the oldest requirements of SEBI), as well as the concept of promoter group and group companies under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”).Continue Reading Major Impetus to IPO Rush
“If a connection exists, it is for the Legislature to decide how far it should go in the exercise of its powers.”
The territorial application of laws made by Parliament is enshrined in Article 245 of the Constitution of India (“Constitution”). The universal presumption that laws made by a country are limited to its own territorial borders, is provided under Article 245(1) of the Constitution, which provides that “Subject to the provisions of this Constitution, Parliament may make laws for the whole or any part of the territory of India.” However, Article 245(2) of the Constitution carves out a specific exception providing that a law made by Parliament, pursuant to Article 245(1), shall not be invalidated on the ground that such a law would have extra-territorial operation. Most countries have enacted extra-territorial laws with the US being the clear leader in this regard having enacted anti-corruption law, securities laws etc. which have extra-territorial application.Continue Reading Extra-territorial application of India’s securities law – Has SEBI cast its net too wide?
In an interim ex-parte order last month against the dealers of Reliance Securities Limited (“RSL”) and other related entities (“RSL Order”), SEBI prima facie held over two dozen entities to have engaged in front running the trades of Tata Absolute Return Fund, a scheme of Tata AIF (“Big Client”).
During its preliminary examination, SEBI meticulously pieced together several bits of available circumstantial evidence and alleged an archetypal scheme of front running purportedly employed by three senior dealers (“Dealers”) at RSL, in nexus with various related entities. The RSL Order alleges that once the Dealers at RSL were privy to the non-public information of the impending orders of Big Client, they along with their connected broker or dealer entity would, through multiple trading accounts directly or indirectly controlled by them, place trades either in the Buy-Buy-Sell pattern or Sell-Sell-Buy pattern, around the time of the orders of the Big Client to generate substantial proceeds.
Continue Reading What is Front Running? – A Q&A Piece in Light of the SEBI Order Against Dealers of Reliance Securities Ltd.
A regulatory environment that supports robust secondary market disclosures is critical for a well-functioning securities market. Ongoing disclosures by listed companies are being increasingly scrutinised by regulators, stock exchanges and market participants to see if timely and accurate disclosures of all material information are being made by the listed entity. Accordingly, it is important for companies to ensure that developments in their businesses translate to appropriate regulatory disclosures.
A recent example of the importance of secondary market disclosure is the Facebook case. In 2019, the US Securities and Exchange Commission (“SEC”) announced charges against Facebook Inc. (“Facebook”) for making misleading disclosures in its periodic filings against the risks pertaining to misuse of its user data by third parties. The SEC alleged that in public disclosures, Facebook presented the risk of misuse of user data as “merely hypothetical”, when they were aware that a third-party developer had actually misused Facebook user data. The SEC press release states that Facebook has agreed to pay $100 million to settle the charges.
We discuss this development and learnings for the Indian market below.
Continue Reading Continuous Disclosure Obligations: Learnings for the Indian Securities Market
Amidst the fast-paced growth of the fintech industry in India, financial regulators in the country have been swift to recognise each such development and keep pace with the market. One particularly interesting development is the global adoption of regulatory sandboxes.
From 2016, a range of committees constituted by different financial regulators began to advocate adoption of regulatory sandboxes, drawing from success stories in other jurisdictions. But 2019 marks a significant moment, as three of India’s prominent financial regulators have rolled-out either draft or final frameworks on regulatory sandboxes for fintech.
The frameworks seek to spur fintech innovation in India and have been welcomed by all stakeholders alike. The framework released by the Securities and Exchange Board of India (SEBI) adopts a particularly holistic approach towards regulation of many different aspects of a sandbox. In this post, we seek to critique the ‘Framework for Innovation Sandbox’, released by SEBI on May 20, 2019 (Sandbox Framework).
Continue Reading Innovation in the Sands of Time: A Critique of SEBI’s Framework for Innovation Sandbox
Pursuant to the discussion paper on delisting of equity shares floated by the Securities and Exchange Board of India (SEBI) on July 26, 2018, SEBI has recently amended the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations) and has accordingly notified the Securities and Exchange Board of India (Delisting of Equity Shares) (Second Amendment) Regulations, 2018 (Amended Delisting Regulations) on November 14, 2018. The aim of the amendment is to plug loopholes in the delisting process considering the interests of the promoters/acquirers and public shareholders.
Continue Reading Amendments to the Delisting Regulations – A Welcome Move