SEBI LODR Regulations

Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations

Summary: This article analyses Regulation 31B of SEBI’s LODR Regulations, which requires listed companies to obtain shareholder approval every five years for special rights granted to certain shareholders, addressing concerns about perpetual rights that survive dilution. Whilst the regulation seeks to balance commercial flexibility with shareholder protection, its broad scope has generated debate about proportionality, with most companies deferring approval requests until the 2028 deadline.Continue Reading Special Rights to Shareholders: Analysis of Regulation 31B of SEBI LODR Regulations

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