Corporate Governance

Is Your ESOP Plan Ready for the Updated Proxy Advisory Playbook?

Summary: This article examines how proxy advisory firms have meaningfully tightened their scrutiny of Employee Stock Option Plan (“ESOP”) proposals, evaluating them on regulatory compliance as well as on governance standards. It explores the key areas of concerns in relation to dilution, exercise price, Board discretion, extension of benefits to group companies, etc., and highlights the practical risks companies face when ESOP schemes are drafted without first engaging with the updated proxy advisory guidance.

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Arbitration Clauses v. NCLT’s Jurisdiction in Shareholder Disputes: Legal Position in India

Summary: Indian courts have consistently held that statutory remedies under company law cannot be overridden by private contracts. While arbitration is encouraged as an efficient dispute resolution mechanism under the Arbitration and Conciliation Act, 1996, NCLT’s jurisdiction in corporate governance and minority protection remains intact. This note examines the statutory framework, doctrinal foundations, and leading judicial precedents governing the relationship between arbitration clauses in shareholder agreements and oppression and mismanagement proceedings.

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A Digital Future for Corporate Governance in India

Summary: This article examines India’s transition towards digital corporate governance, where technology is increasingly used for compliance monitoring, risk management, and board communications. It highlights the need for India’s legislative framework to adapt to these technological changes and establish clear regulations on AI usage, cybersecurity, and data protection, to ensure that digital transformation enhances efficiency without compromising shareholder rights or procedural safeguards. The article provides practical recommendations for companies to strengthen cybersecurity, leverage AI tools for compliance and decision-making, and prepare for a future where digital governance becomes the default standard.

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Summary: Every time a serious governance failure is discovered, the subject of corporate governance and the role of independent directors take centre stage and become the subject matter of intense media debate. The reality is that independent directors are non-executive directors and have a limited role to play in the day-to-day management of the company. This blog examines the need for regulators to strike a healthy balance between authority and responsibility. The author appeals to the regulators to re-examine the roles and responsibilities of independent directors and set realistic expectations.

Continue Reading India Inc’s Governance Dilemma: Are Expectations from Independent Directors Unrealistic?
Changing Face of Regulators

Summary: There is an unmistakable change in India’s regulatory architecture. Traditional heavyweight institutional regulators are gradually introducing measures to move away from a rigid enforcement system to a more trust-based framework. Enforcement actions of two key regulators – the Securities and Exchange Board of India (SEBI) and the Reserve bank of India (RBI) appear to be softening. The finance ministry’s move towards deregulation was also evident in Budget 2025, where the formation of a committee to overhaul non-financial sector regulations was announced. The intention behind this announcement was to shed regulatory load and nurture an environment where enterprises can thrive.  Simultaneously, newer watchdogs and their enforcement instincts are emerging as powerful force. They are turning out to be more assertive, which thwarts the effort to balance systemic resilience with enterprise growth.

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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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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.

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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.

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Introduction

The Securities and Exchange Board of India  (“SEBI”) had introduced amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 (“Amendment Regulations”). These provisions came into effect from April 1, 2025, for high value debt listed entities (“HVDLEs”), with listed non-convertible debt securities of outstanding value of INR 1,000 crore or above (during a financial year) as of March 31, 2025. Such entities must ensure compliance within six months from the trigger date. The determination will have to be done on March 31 in the subsequent financial years.

Continue Reading Debt with Discipline: Key changes introduced to SEBI LODR Regulations relevant for high value debt listed entities