Analysis of recently attempted Voluntary Delistings

The number of voluntarily delistings seen in the last 1 (one) year has surpassed the number of delistings attempted earlier in a single year. Promoters are choosing to voluntarily delist their companies from the stock exchanges for various reasons including stock market price not being reflective of true value of the company’s stock, having full control over operations (without being required to go for any public vote for critical transactions), restructuring of their group entities, greater flexibility and reducing costs related to numerous regulatory compliances.

Even the Securities and Exchange Board of India (SEBI) introduced various amendments (mostly for tightening of procedure) under the new SEBI (Delisting of Equity Shares) Regulations, 2021 (2021 Delisting Regulations). The 2021 Delisting Regulations replaced the old SEBI (Delisting of Equity Shares) Regulations, 2009 (2009 Delisting Regulations). However, the key elements of a delisting process i.e. requirement of super majority of minority shareholder being in favour of the delisting proposal and the bidding process through the reserve book build (RBB) mechanism remain the same even under the new 2021 Delisting Regulations.
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Company Law

Background

The law on minority squeeze-out has not been a glorious chapter in the history of India’s company law. The Parliament, as a matter of legislative policy, appears to be uncomfortable with enacting a law that forces minority shareholders to compulsory sell their shares. The government perceives it as a kind of ‘expropriation’. Hence, despite Dr. JJ Irani Committee’s specific recommendation, our Parliament has adopted a conservative approach while providing majority shareholders with the mechanism to ‘buyout’ the shares held by the minority shareholders. Even after the ‘right to property’ was abolished as a fundamental right under our Constitution, law makers seem uncomfortable in giving such right to majority shareholders, and half-hearted attempts have been made to provide majority shareholders with the ability to fully own a company.

Continue Reading Minority squeeze-out under our Company Law – Is it a legislative policy dilemma?

SEBI Delisting Regulations 2021

The SEBI (Delisting of Equity Shares) Regulations, 2021 (“2021 Regulations”), were notified on June 10, 2021. The new regulations do not substantially deviate from the SEBI (Delisting of Equity Shares) Regulations, 2009 (“2009 Regulations”). However, certain incremental changes are introduced that further refine and streamline the delisting process. The key changes effected by the 2021 Regulations, with specific reference to voluntary delisting offers, are as follows:

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