SEBI

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

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.Continue Reading A Digital Future for Corporate Governance in India

Summary: The SEBI, vide its Consultation Paper dated February 5, 2026, has proposed amendments to the existing AIF Regulations related to the winding up of AIF schemes and the surrender of AIF registrations. The proposal seeks to address challenges faced by AIFs that retain liquidated proceeds beyond the permissible fund life due to pending or anticipated litigation, tax contingencies, or residual operational expenses. The key proposals include (i) permitting AIFs to surrender their registration while retaining funds, with such AIF schemes being designated as inoperative funds, subject to rationalised compliance obligations; (ii) permitting retention of funds for anticipated liabilities, subject to the consent of a super-majority of investors; and (iii) permitting retention of funds for operational expenses for up to 3 (three) years. SEBI has invited public comments on the Consultation Paper until February 26, 2026.Continue Reading SEBI Consultation Paper: Proposed Amendments to AIF Winding-Up and Surrender Framework

CCPS: An important instrument for startups and M&A structuring

Summary: This blog examines compulsorily convertible preference shares (CCPS), a vital capital raising instrument for startups and M&A transactions in India. It explores the legal framework and key benefits, including balancing investor-founder interests, attracting foreign investment, avoiding tax implications, and providing strategic flexibility, despite limited legislative guidance.Continue Reading CCPS: An important instrument for startups and M&A structuring

The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

Summary: This blog examines the Securities Market Code Bill, 2025, in terms of key changes, and their implications for SEBI and the securities market. SEBI’s regulatory role, along with increased involvement of market infrastructure institutions, securities market service providers and self-regulatory organisations, is poised for significant reform. While the shift towards a principle-based statute upholding good governance, natural justice, transparency and accountability is laudable, certain challenges relating to implementation and capacity-building should be addressed.Continue Reading The Securities Market Code, 2025 (Bill No. 200 of 2025): Raising the Bar to Embrace the Future

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?

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

Summary: SEBI has proposed amendments to streamline India’s IPO process through a consultation paper. The proposals address two critical areas — enabling lock-in compliance for pledged non-promoter shares and introducing focused offer document summaries to enhance accessibility for retail investors. These changes aim to resolve practical challenges faced by IPO-bound companies, while simplifying complex disclosure requirements for better investor comprehension.Continue Reading Simplifying IPO Process: SEBI’s approach to pledged shares and offer document summaries

Enabling Differential Distribution for Alternative Investment Funds in IFSC

Summary: The International Financial Services Centres Authority (“IFSCA”) has proposed a new regulatory framework allowing Alternative Investment Funds (“AIFs”) in GIFT IFSC to create multiple unit classes with differential return profiles. The proposal facilitates AIFs with enhanced flexibility to raise capital from investors with varying risk appetites while also enabling blended finance structures that combine commercial, concessional, and philanthropic capital for sustainable investments. IFSCA’s proposed approach offers notably greater flexibility compared to SEBI’s domestic regulations, thereby enabling broader investor participation while maintaining robust investor protection measures.Continue Reading Enabling Differential Distribution for Alternative Investment Funds in IFSC

Summary: Companies undertaking a reverse flip with an eye on an India IPO may need to navigate a complex web of potentially time-sensitive legal and regulatory issues, which may impact the company’s legal, financial, and compliance frameworks and give founders, investors, and the management lots to consider. If not planned carefully, issues may become bottlenecks or roadblocks during the IPO process. Companies should anticipate Indian regulatory expectations to align moving parts well in advance for a successful and timely IPO.

Continue Reading The Road Home Leads to Dalal Street: Key considerations for IPOs after “reverse flips”