Foreign Exchange Management

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Mergers & Acquisitions

Introduction

While some Indian corporates have been bold acquirers in big-ticket overseas acquisitions, such transactions are rare, often complex, and risky. Indian acquirers have typically used internal accruals or resorted to overseas debt to finance offshore acquisitions due to regulatory restrictions preventing them from using their stock as consideration for the acquisition. Recent liberalisations in the overseas investment framework suggest that this constraint may be going away. While these regulatory changes may provide additional structuring options for cross-border M&A/ restructuring, decisions of certain tribunals on these (relatively recent) amendments may play spoilsport.Continue Reading Cross-Border Demergers: Navigating muddy waters

Role of IFSC in the Indian SPAC Dream

In part 2 of this series of blogs (Key Features IFSC Lisiting Regulations in Relation to Listing of SPACs), we touched upon the newly-introduced framework for the issuance and listing of special purpose acquisition companies (“SPACs”) at the International Financial Services Centres (“IFSC”) under the International Financial Services Centres Authority (Issuance and Listing of Securities) Regulations, 2021 (“IFSC Listing Regulations”). In this part of the blog we are going to look at the IFSC Listing Regulations with a critical eye to detect the gaps that continue to exist despite the framework being put in place and identify areas that can be improved upon to leverage the unique status of entities in IFSC.Continue Reading Role of IFSC in the Indian SPAC Dream: An Overview – Part 3

Overseas Direct Investment

Background

Outbound investments in India have witnessed a significant decline from its peak in the golden period of 2005-08. As per the data collated by the Reserve Bank of India (“RBI”), in July 2011, the total outbound financial commitment was at USD 5,478.15 million. This figure has declined over the decade to USD 2,047.79 million in December 2021.Continue Reading RBI’s proposed regulatory architecture for the ODI Regime – Does it meet India Inc’s expectations?

Lessons from ReNew Power overseas listing through SPAC

The frenzy of Special Purpose Acquisition Company (SPACs), which became the buzzword in 2020, has continued into 2021 with around 711 SPACs currently present in the US market seeking a target. SPACs are blank check shell companies listed on a stock exchange (such as NASDAQ), which are set up by investment funds/ sponsors exclusively for the purpose of acquiring operating companies within a prescribed time period, with the acquisition resulting in listing of such operating companies. This route of listing is relatively less time consuming and less cumbersome as compared to the traditional IPOs. Investors invest in SPACs based on the investment philosophy, the sector and geography which the SPAC indicates in its listing documents.Continue Reading Lessons from ReNew Power overseas listing through SPAC

Rights Issue – Is the Board’s Discretion to Allot Unsubscribed Shares Absolute?

Introduction

Rights issue, as the term denotes, is the recognition of an inherent right of an equity shareholder against dilution of his shareholding in the company. It is a pre-emptive right of the equity shareholder to subscribe to his proportionate share in all further issuance of equity shares.Continue Reading Rights Issue – Is the Board’s Discretion to Allot Unsubscribed Shares Absolute?