Corporate/M&A
July 27, 2018

UNSECURED LENDING TRANSACTIONS CAN AMOUNT TO AN ACQUISITION OF CONTROL OF A LISTED COMPANY – A CRITIQUE

In India, under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover...

Tags:
Corporate/M&A, Securities Law
VIEW MORE
July 12, 2018

NEW ANNUAL KYC CHECK REQUIREMENT FOR INDIVIDUALS HOLDING DIRECTOR IDENTIFICATION NUMBER

In 2006, the Indian government introduced the concept of a director identification number (“DIN”), and consequently, an individual could be...

Tags:
Corporate/M&A
VIEW MORE
June 29, 2018

IMPACT OF THE NEW REPORTING REQUIREMENTS UNDER INDIA’S FOREIGN INVESTMENT REGULATIONS AND COMPANY LAW

Consolidated reporting form for foreign investment transactions On June 7, 2018, the Reserve Bank of India (the “RBI”) released a...

Tags:
Corporate/M&A, Foreign Investment
VIEW MORE
April 21, 2018

A YEAR ON, THE RESERVE BANK OF INDIA NOTIFIES REGULATIONS ON CROSS BORDER MERGERS

The Companies Act, 1956 permitted inbound mergers, i.e., merger of a foreign company into an Indian company.  Even then, there...

Tags:
Corporate/M&A, Foreign Investment, Tax
VIEW MORE
January 25, 2018

LIBERALIZATION OF INDIA’S FOREIGN DIRECT INVESTMENT POLICY – AN UPDATE

Introduction On January 10, 2018, the Indian government approved a number of amendments to India’s Foreign Direct Investment Policy (the...

Tags:
Corporate/M&A, Foreign Investment
VIEW MORE
January 17, 2018

IMPORTANT REFORMS TO INDIA’S COMPANY LAW REGIME

India’s Companies Act, 2013 Over the last five (5) years, India has adopted a new company law regime under the...

Tags:
Corporate/M&A
VIEW MORE
November 27, 2017

THE IMPACT OF INDIA’S 18/25 CAP ON INDEMNITIES IN CROSS-BORDER M&A TRANSACTIONS

It is commonplace in global M&A deals for buyers and sellers to strongly negotiate the seller’s indemnity obligations, and many...

Tags:
Corporate/M&A, Foreign Investment
VIEW MORE
September 11, 2017

BRIGHTLINE TESTS TO DETERMINE CHANGE OF “CONTROL” FOR TAKEOVERS A NO GO

In India, under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “ Takeover Regulations”), there exists a mandatory tender offer regime for acquisition of listed companies. Under this regime, both, the acquisition of a substantial shareholding stake (25%) and the acquisition of “control” are treated equally, and require the acquirer to make an open offer to the public shareholders. Currently, under the Takeover Regulations, the test to determine what constitutes change of “control” is principle-based. Keeping in sync with global norms, in early 2016, the Securities and Exchange Board of India (the “SEBI”) released a discussion paper (the “ Paper”) to explore bright-line tests to determine what constitutes as change of “control.”

Tags:
Corporate/M&A, Securities Law
VIEW MORE
April 26, 2017

INDIA – CROSS-BORDER MERGER PROVISIONS NOTIFIED

The erstwhile Companies Act, 1956 (the “1956 Act”) contained provisions for the merger of a foreign company with an Indian company but not vice versa. The Companies Act, 2013 (the “ 2013 Act”) made a significant change and introduced enabling provisions for merging an Indian company into a foreign company. The provisions relating to both inbound and outbound mergers along with the corresponding amendments to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, have been notified on April 13, 2017.

Tags:
Corporate/M&A, Foreign Investment
VIEW MORE
April 3, 2017

THE TARGET TEST EXEMPTION UNDER INDIA’S MERGER CONTROL REGIME TWEAKED

The Competition Act, 2002 read with the Competition Commission of India (Procedure in Regard to the Transaction of Business relating to Combinations) Regulations, 2011, deal with the merger control regime in India. On March 27, 2017, the Indian government issued a notification (the “ Notification”) changing the target test exemption.

Tags:
Competition, Corporate/M&A
VIEW MORE