Corporate/M&A
March 12, 2019

NEW REPORTING REQUIREMENTS UNDER INDIA’S COMPANY LAW

Recently, the Indian government has introduced several new reporting obligations under the Companies Act, 2013 (the “Act”) for Indian companies...

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January 16, 2019

CHANGES INTRODUCED BY THE COMPANY LAW ORDINANCE, 2018

In 2013, India adopted a new company law regime under the Companies Act, 2013 (the “Act”) and the rules there...

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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...

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Corporate/M&A, Securities Law
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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...

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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...

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Corporate/M&A, Foreign Investment
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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...

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Corporate/M&A, Foreign Investment, Tax
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January 25, 2018

INDIA EASES FOREIGN INVESTMENT NORMS IN SINGLE BRAND RETAIL TRADING, CIVIL AVIATION AND OTHER KEY SECTORS

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

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Corporate/M&A, Foreign Investment
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January 17, 2018

A CRITIQUE OF THE COMPANIES (AMENDMENT) ACT, 2018

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

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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...

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Corporate/M&A, Foreign Investment
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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.”

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Corporate/M&A, Securities Law
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