UNSECURED LENDING TRANSACTIONS CAN AMOUNT TO AN ACQUISITION OF CONTROL OF A LISTED COMPANY – A CRITIQUE
NEW ANNUAL KYC CHECK REQUIREMENT FOR INDIVIDUALS HOLDING DIRECTOR IDENTIFICATION NUMBER
IMPACT OF THE NEW REPORTING REQUIREMENTS UNDER INDIA’S FOREIGN INVESTMENT REGULATIONS AND COMPANY LAW
A YEAR ON, THE RESERVE BANK OF INDIA NOTIFIES REGULATIONS ON CROSS BORDER MERGERS
LIBERALIZATION OF INDIA’S FOREIGN DIRECT INVESTMENT POLICY – AN UPDATE
IMPORTANT REFORMS TO INDIA’S COMPANY LAW REGIME
THE IMPACT OF INDIA’S 18/25 CAP ON INDEMNITIES IN CROSS-BORDER M&A TRANSACTIONS
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.”
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.
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.