The complexity surrounding transactions in mergers and acquisitions can never be under-estimated. Such transactions undergo a prodigious milieu, which involves discussions, proposals, negotiations and most importantly, regulatory approvals.
Various benches of NCLT have been pronouncing conflicting orders giving rise to inconsistency in interpretation of Insolvency and Bankruptcy Code (IBC) provisions.
Public offer in relation to acquisition of shares and takeover of public companies in India is governed by a self-contained code enshrined in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Answering the question as to whether a person who is unable to demonstrate having an ‘interest’ in the affairs of a company, is entitled to obtain copies of such company’s statutory registers, NCLT has recently held that the term ‘any other person’ in relation to a company should include any person who has a business interest in such company, such as a creditor, investor, banker, customer, etc.
With the announcement of phase-wise abolition of Foreign Investment Promotion Board (FIPB), and of further liberalization of the FDI policy, it is almost certain that a greater role would be given to the Reserve Bank of India or to the concerned Ministries.
Companies Act, 2013 has been amended by Insolvency and Bankruptcy Code, 2016. The amendment now defines the term “winding up” as “winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016.”
Slump sale is a commonly used method of business acquisition and in order to give effect to the transaction, the parties typically enter into a Business Transfer Agreement (BTA).
Benami Transactions (Prohibition) Amendment Act, 2016 covers comprehensively all aspects of transactions or arrangements where the source of funding for acquisition of a benami property has no permissible links to the ownership structure.
Recent Bombay High Court judgement has sparked a debate on the issue of stamp duty payable on the order sanctioning the scheme of amalgamation where the transferor and transferee companies have registered offices in two different States in India.
Taking cognizance of instances where promoters, directors and key managerial personnel (Senior Management) of certain listed entities received rewards from private equity investors, SEBI has issued a Consultative Paper on “Corporate Governance Issues in Compensation Agreements” for public comments.