Companies Act

SEBI’s final word on Merchant Bankers Regulations – Notification of key amendments

Summary: This blog deals with the key changes introduced in terms of the SEBI (Merchant Bankers) (Amendment) Regulations, 2025, issued through a notification dated December 3, 2025. Building on SEBI’s proposals, this piece outlines how the amendments overhaul the existing SEBI (Merchant Banker) Regulations, 1992 for the first time since their introduction and highlights the major reforms that will come into effect from January 1, 2026.

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Reverse Flips and ESOPs: Bridging Global Incentives and Indian Regulations

Summary: This blog discusses the conceptual and regulatory framework governing employee stock options (ESOPs) in India in the context of ‘reverse-flips’, i.e., cross-border mergers and inbound restructurings, where incentives provide beneficiaries with an ownership right in the issuer company. It also explores certain practical aspects that are to be considered by Indian companies while designing and operating such incentive schemes post-merger.

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Extra - territorial operation of India’s corporate laws

Summary: This article examines certain provisions in India’s key commercial laws, including the Companies Act 2013, Competition Act 2002, and SEBI regulations, analyzing how these laws extend beyond India’s territorial boundaries. While analysing the constitutional permissibility of such provisions, the article highlights potential challenges including jurisdictional overreach and compliance conflicts for multinational corporations.

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Introduction

Summary: The Ministry of Corporate Affairs has mandated that all private companies (other than small companies) must dematerialise their securities effective July 1, 2025. While the reform is a progressive step towards enhancing transparency, efficiency and investor protection, its implementation has highlighted several procedural and regulatory challenges. Addressing these gaps through regulatory clarity, harmonisation of processes, and simplified documentation, specifically for cross-border investors, will be essential for making the dematerialisation regime more practical and business-friendly, rather than a mere compliance requirement. 

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Aa Ab Laut Chalein!: Key Considerations for ‘Reverse Flips’

Summary: The trend of Indian businesses relocating offshore is reversing, with many now seeking to “reverse flip” to India, driven by the nation’s vibrant economy and capital markets. While the reverse flip offers significant opportunities, it requires careful navigation of legal processes, along with addressing complex regulatory, and corporate compliance aspects. Understanding these key considerations is crucial for companies contemplating a return to India.

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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?

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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.

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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.”

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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.

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