Insights Archives - S&R Associates

Digital Markets Must be Defined Well for Competition Regulation

The rise of the digital sector has presented unique challenges for Indian regulatory authorities, including the Competition Commission of India (“CCI”), thanks to significant differences in the way such markets operate compared to traditional markets. There is growing demand, worldwide and in India, to hold digital platforms responsible and accountable for adverse impacts caused by them. A preliminary step involved in such probes is that of defining a ‘relevant market’ within which such digital platforms operate. This note analyzes the CCI’s approach on defining a ‘relevant market’ in the digital sector so far, and the need of the hour in terms of considering all substitutable and interchangeable products or services while defining such markets.

Shareholder Activism in India: The Zee-Invesco Decision

Insights | May 18, 2022 | Practice Area: Corporate Governance, General Corporate, Litigation and Arbitration

India has witnessed a significant increase in institutional shareholder activism over the past few years. As a consequence of the rapid rise in shareholder activism, there has been much greater focus on the rights of minority shareholders in relation to a company. In this context, the judgment of the division bench of the Bombay High Court on March 22, 2022 in Invesco Developing Markets Fund v. Zee Entertainment Enterprises Limited addresses two key issues: (i) the statutory right of shareholders to call a shareholders’ meeting and (ii) the appropriate judicial forum for such shareholder disputes.

Testing the Frontiers of the Insider Trading Regulations

Insights | April 25, 2022 | Practice Area: Capital Markets, Corporate Governance, General Corporate, Regulatory

By an order issued on January 14, 2022, the United States District Court, Northern District of California allowed the Securities Exchange Commission (“SEC”) to proceed on the misappropriation theory of insider trading in its “shadow trading” complaint against Matthew Panuwat. The SEC had alleged that Panuwat used confidential information about the acquisition of his employer, Medivation, to buy options in another publicly traded company and Medivation’s peer, Incyte. This note discusses the circumstances in which trading in securities of a company while in possession of information related to another company may be considered a violation of the Indian Insider Trading Regulations.

Private Equity in Sports Franchises in India

Insights | March 24, 2022 | Practice Area: General Corporate, Mergers and Acquisitions, Private Equity, Regulatory

With the recent expansion of the IPL to include two new teams, CVC Capital Partners, a leading international private equity firm, acquired the Ahmedabad franchise – this is the first instance of a significant private equity investment in professional sports in India. We discuss the opportunities and potential challenges that lie ahead for private equity investment in sports franchises in the attached note.

Legal Considerations for Investments in Data Centres in India

Insights | March 16, 2022 | Practice Area: Mergers and Acquisitions, Private Equity, Regulatory, Technology Media and Telecommunications

With the continuing focus on digitisation accelerated by Covid lockdowns and rising demand for sustainability and green goals, there is an increase in activity relating to data centres for operators and investors as well as policymakers and regulators. In order to attract investment in data centres in India with a vision “to make India a global data centre hub”, the new Government policies intend to provide various incentives and exemptions to promote data centre industry growth. In the recent past, several multinational and domestic companies have set up data centres in India. Given the focus on data localization, there appears to be significant potential for growth for the data centres industry. In this background, the Government’s move to grant ‘infrastructure’ status to data centres and introduce a national data centre policy are welcome measures which will promote investments in data centres in India. In addition, two other policy initiatives announced in the budget speech which are expected to incentivize data centre investments are the 5G spectrum auction and the widening footprint of optical fibre.

Global Investigation Review – The Guide to International Enforcement of the Securities Laws (First Edition)

Insights | December 6, 2021 | Practice Area: Litigation and Arbitration

We are pleased to share the India chapter of the Global Investigations Review’s Guide on International Enforcement of the Securities Laws (First Edition). The India chapter has been authored by Niti Dixit, Shahezad Kazi, Dhruv Nath and Zahra Aziz with assistance from Muizz Drabu and Gladwin Issac, all lawyers at S&R. The India chapter provides information on relevant statutes and the government authorities responsible for investigating and enforcing them, conduct most commonly the subject of securities enforcement, and legal issues that commonly arise in enforcement investigations in India.

Recent Changes to Framework Governing Related Party Transactions involving Listed Entities

Insights | November 12, 2021 | Practice Area: General Corporate, Regulatory

On September 28, 2021, the Securities and Exchange Board of India (the “SEBI”) approved certain changes to regulations governing related party transactions involving listed entities under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”). The changes were announced in a press release dated September 28, 2021. Subsequently, the SEBI amended the Listing Regulations on November 9, 2021 (the “Amendment Regulations”). This note sets out an overview of the amendments introduced by the Amendment Regulations, most of which will take effect from April 1, 2022, with certain provisions taking effect from April 1, 2023. While these amendments will require increased monitoring and compliance by listed entities, clarifications have also been provided to ease compliance. Overall, these amendments are expected to strengthen oversight of related party transactions involving listed entities in India.

Requisitioning a Shareholders’ Meeting: The Unfolding Events Relating to Zee Entertainment and Dish TV

Insights | October 22, 2021 | Practice Area: Corporate Governance

The recent controversies involving Zee Entertainment and Dish TV both involve investors holding significant stakes attempting to convene general meetings of shareholders. Through such meeting, the investors seek to replace certain directors on the existing boards. In both cases, the existing boards of directors have declined to convene such meetings. In this context, we first consider a purely legal question related to the circumstances under which can a company’s board decline a request from the company’s shareholders to convene a shareholders meeting. We then consider whether the grounds on which the boards of Zee Entertainment and Dish TV have rejected the investors’ requests are valid.

Insolvency and Bankruptcy Code: Resolution Plan Approved by the Committee of Creditors Cannot be Modified or Withdrawn

Insights | September 28, 2021 | Practice Area: Litigation and Arbitration, Restructuring and Insolvency

Recently, pursuant to its decision in Ebix Singapore Private Limited v Committee of Creditors of Educomp Solutions Limited and Anr., the Supreme Court of India extensively analyzed the status of a resolution plan approved by the Committee of Creditors but pending approval of the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016. The Supreme Court observed that such a resolution plan binds the Committee of Creditors and the Resolution Applicant and reinforced the strength of the decision of the Committee of Creditors in favor of a resolution plan. The Supreme Court also, once again, clarified the scope of scrutiny, at the stage of approval of a resolution plan, by the National Company Law Tribunal and consequently by the National Company Law Appellate Tribunal.

An Alternative Approach to a Code of Conduct for the Committee of Creditors in an IBC Process

Insights | September 22, 2021 | Practice Area: Corporate Governance, Litigation and Arbitration, Mergers and Acquisitions, Restructuring and Insolvency

Recently the Standing Committee on Finance in a report placed before the Parliament on August 3, 2021 proposed a Code of Conduct for the Committee of Creditors in a corporate insolvency resolution process under the Insolvency and Bankruptcy Code. Following such report, the Insolvency and Bankruptcy Board of India has published a discussion paper on August 27, 2021 which includes, among other things, a draft Code of Conduct. This note considers an alternative approach for such a Code of Conduct.