LODR

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.Continue Reading Extra – territorial operation of India’s corporate laws

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”

“One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), requires every listed entity to appoint a company secretary as a compliance officer. The responsibilities of such an officer includes, among other things, ensuring compliance with regulations, coordinating with relevant authorities, verifying accuracy of submissions, and overseeing grievance redressal mechanisms. On April 1, 2025, the Securities and Exchange Board of India (“SEBI”) released a clarification[1] on the position of the compliance officer in terms of Regulation 6 of the SEBI LODR.[2]Continue Reading “One Level Below”: Clarifying the Hierarchical Position of the Compliance Officer under SEBI LODR Regulations

RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance

Context

The law on related party transactions (“RPTs”) has been evolving since its inclusion in the Companies Act, 2013 (“the Act”), and the introduction of stricter regulations for listed companies by the Securities and Exchange Board of India (“SEBI” or “Regulator”) in the Listing Obligations and Disclosure Requirements Regulations, 2015 (“LODR”). Yet, India Inc. continues to falter in its battle for good governance because of abusive RPTs, inadequate disclosures, and diversion of funds of listed companies to closely held promoter entities through innovative structures and shell entities – exacerbated because promoters own or control 75 per cent of listed entities in India.Continue Reading RPT Disclosure Standards: Regulator’s Ongoing Quest for Balance

Increasing the role and relevance of ‘Proxy Advisory Firms’ in corporate governance

Until very recently, the recommendations of proxy advisory firms did not impact companies much, as it did not have the power to influence or fail/ stop a resolution from being passed. However now, the recommendations of proxy advisory firms are becoming increasingly relevant given that many institutional investors are basing their positions while voting on resolutions on such advice. This is evidenced from the fact that a proxy advisory firms have recently managed to prevent a resolution for granting employee stock options to employees of a group entity of a very large Indian bank from being passed due to the absence of “any compelling reasons”.[1] In another interesting case, a proxy advisory firm came very close to preventing a resolution pertaining to an increase in the remuneration of a director from being passed on account of this increase being “skewed” and “guaranteed”.[2]Continue Reading Impact of Proxy Advisory Firms: Turning tides and failing resolutions

FIG Paper - Navigating SEBI’s Definition of UPSI

Introduction:

The objective of the PIT Regulations is to prohibit insiders with access to Unpublished Price Sensitive Information (“UPSI”) from making illicit gains and to ensure timely, adequate and even disclosure of UPSI to the public. Hence, the determination of what constitutes as UPSI becomes necessary. In this regard, the Securities and Exchange Board of India (“SEBI”) has signalled a shift from a principle-based regime to a more prescriptive regime, which is likely to result in increased compliance obligations for the listed companies.Continue Reading FIG Paper (No. 26 – Series. 3): Navigating SEBI’s Definition of UPSI