Companies Act

The Need for Speed - Fast Track Mergers

Summary: The winding racetrack of geopolitics and the global economic realignment currently underway is a once in a lifetime opportunity for India to claim its rightful place in the new economic order – this race is on and the agility of doing M&A will play a key role in driving outcomes for India’s development. The 2025 fast-track merger amendments promise to turbo-charge M&A for mid-market companies, are incremental reforms enough, or is it time for an overhaul?Continue Reading The Need for Speed – Fast Track Mergers

Majority Stake, Minority Fate: Reverse Oppression under the Companies Act, 2013

Summary: While oppression remedies are traditionally viewed as minority protection provisions, Indian law does not restrict majority shareholders from also filing such petitions if they meet statutory thresholds and can demonstrate they are powerless against the oppressing minority due to special circumstances. This article discusses scenarios where majority shareholders can seek relief against oppressive conduct by minority shareholders, with an analysis of judicial pronouncements on the topic.Continue Reading Majority Stake, Minority Fate: Reverse Oppression under the Companies Act, 2013

Reimagining Board Accountability: From Rotational Retirement to RPT Disqualifications

Summary: “The blog proposes targeted amendments in relation to the following: (i) outdated mechanism of rotational retirement under Section 152(6) of the Companies Act, 2013, and (ii) issue relating to the disqualification of the director for RPTs violations, specifically in line with the legal gap created by the decriminalisation of Section 188 of the Companies Act, 2013.”Continue Reading Reimagining Board Accountability: From Rotational Retirement to RPT Disqualifications

Navigating Subsidiary Structures: Rethinking Section 186(7) and Layering Restrictions in a Global Context

In today’s globalised economy, Indian companies are increasingly expanding their footprints across borders. Despite the global ambition, the regulatory framework often remains stubbornly local.Continue Reading Navigating Subsidiary Structures: Rethinking Section 186(7) and Layering Restrictions in a Global Context

Steering the ship: Accomplishing Board autonomy post-listing

Introduction

The listing of a multinational corporation’s subsidiary (“Subsidiary(ies)”) on the Indian bourses is a major shift for the once private company. This allows the Subsidiary to unlock value through India’s thriving capital market, while also subjecting it to oversight by the Securities and Exchange Board of India (“SEBI”). SEBI functions as the watchdog for the Indian securities market and ensures that listed entities comply with corporate governance norms to protect the interests of minority shareholders.Continue Reading Steering the ship: Accomplishing Board autonomy post-listing

Independent Directors and ‘Material’ Pecuniary Relationships: Ambiguity to Clarity

SUMMARY OF THE BLOG

This blog examines the concept of ‘material pecuniary relationship’ while assessing a director’s independence under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), and the Companies Act, 2013 (“Companies Act”). It highlights the regulatory differences in thresholds and look-back periods, and analyses key regulatory interpretations, committee reports, and market practices, including the recent informal guidance issued by SEBI.Continue Reading Independent Directors and ‘Material’ Pecuniary Relationships: Ambiguity to Clarity

Ten Years of LODR: The Journey from “Minimum Principles” to “Maximum Prescriptions”

Evolution of LODR

The enactment of the SEBI Act in 1992 (“SEBI Act”), followed by the amendment of Section 21 of the Securities Contracts (Regulation) Act, 1956 (“SCRA”), empowered the Securities and Exchange Board of India (“SEBI”) to regulate the process of listing of securities by public companies.Continue Reading Ten Years of LODR: The Journey from “Minimum Principles” to “Maximum Prescriptions”

Introduction

Alternative investment funds (“AIF”) being considered an investment avenue for sophisticated investors with high risk-appetite and ticket-size, are subject to certain restraints in their marketing and placement to keep it restricted to the intended investors. The Securities and Exchange Board of India (“SEBI”) (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) define an AIF as[1] “a privately pooled investment vehicle which collects funds from investors, whether Indian or foreign, for investing it in accordance with a defined investment policy for the benefit of its investors…”. Regulation 11[2] further provides that an “AIF shall raise funds through private placement by issue of information memorandum or placement memorandum, by whatever name called”. Moreover, it has been provided[3] that no scheme of an AIF shall have more than 1000 investors and where an AIF is set-up as a company, the provisions of the Companies Act, 2013 shall apply.[4]Continue Reading AIF Marketing in India: What Fund Managers Must Know