CG # 104: Corporate Governance Series – Contractual Remedies for Breaches and Mismanagement
Shareholders agreements (SHA) are no exception to ‘ubi jus ibi remedium’. In our previous article, we described how the management of a company often owes allegiance to controlling shareholders, while other shareholders retain a right against abuse of such power. Much like ‘rights’, which are made available either statutorily in the Companies Act, 2013 (Act) […]
CG # 103: Corporate Governance Series – Shareholder’s Agreement
From a corporate governance point of view, contractual protection and operational framework for shareholders are typically covered under the provisions of a shareholders’ agreement (“SHA”). The lifecycle of an investment transaction typically begins at the execution of a soft commitment from investors (term sheet / letter of intent), followed by a comprehensive check of the […]
Aerospace Equipment Manufacturing: Navigating the Indian Legal Runway
India’s aerospace equipment manufacturing industry is poised for rapid growth, driven by increasing passenger traffic, push for domestic manufacturing and global supply chain diversification. India’s experience and expertise in precision manufacturing has given it a shot in the arm for being an integral cog in the global supply chain for the aircraft industry (reports of […]
CG # 102: Corporate Governance Series – The Law in India
Let’s dive into the statutory framework for corporate governance in India in Part 2 of our series. The Companies Act, 2013 (Act) is the primary legislation governing companies in India. It replaced the Companies Act, 1956, introducing several reforms to enhance corporate governance standards. The Securities and Exchange Board of India Act, 1992 oversees […]
CG # 101: Corporate Governance Series – What’s the Hype?
Corporate governance has clearly become the buzz word in India Inc., in more ways than one. But what is corporate governance and why is there so much fuss around it? The concept broadly refers to the set of principles and practices by which an organisation is controlled and managed, ensuring accountability and trust towards all […]
Exploring SEBI’s Co-Investment Vehicle Proposal
In this article, Nandini Pathak and Sanyukta Srivastav analyze the co-investment vehicle (CIV) structure proposed by the Securities and Exchange Board of India (SEBI). Their analysis focuses on the benefits for both limited partners (LPs) and general partners (GPs). The authors also examine specific issues associated with a single-asset fund, which may or may not […]
Keeping it in the Family – Related Party Transactions and Safeguards for Investors
Many corporations in India are largely promoter-driven family run businesses and typically, have controlling rights in the company. Financial investors, on the other hand, are looking to invest to make a good return on their initial investments and avoid holding substantial stakes in such companies due to reasons of lack of transparency, compliance issues, and […]
Preparing for the “Wrapper” or End of Life Insurance Policy
With winners’ funds, continuation vehicle and secondaries funds becoming more common than ever in the Indian scenario, general partners (GPs) (and re-investing limited partners (LPs) alike) are becoming more prudent about potential liabilities from earlier / exiting funds. While these liabilities may arise from various sources, the most common form of such obligations emanate from […]
Co-investment under the SEBI AIF regulations
More and more AIFs are looking at using the co-investment route to attract further investments into the AIF. This may give rise to multiple issues such as rights at the portfolio level, possibility of being considered persons acting in concert and selection criteria of the AIF to offer the co-investment opportunities. In this article, Abhinav […]
Corporate Governance in India: Who observes the observer?
Corporate governance in Indian companies has come under scrutiny in the recent past, for various reasons. Several high-profile issues have come to light in the last couple of years- inaccurate financial reporting, allegations of fraud, and misconduct by the management in companies pursuing disproportionate growth. This has heightened the focus on how governance structures in […]