Capital Markets Archives - S&R Associates

Assessing the Sweep of a Recently Introduced Disclosure Requirement in the SEBI Listing Regulations

Insights | September 14, 2023 | Practice Area: Capital Markets, General Corporate, Mergers and Acquisitions, Private Equity, Regulatory

On June 14, 2023, the Securities and Exchange Board of India (“SEBI”) notified certain amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The amendments are designed to strengthen corporate governance in listed entities by enhancing shareholder suffrage and disclosure of material events. Notably, the amendments introduced a new Regulation 30A that is to be read with a newly inserted Clause 5A of Paragraph A of Part A of Schedule III to the SEBI Listing Regulations (“Clause 5A”). Regulation 30A mandates shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, and employees of a listed entity or of its holding company, subsidiary, or associate company (“Specified Persons”) to notify the listed entity as and when any of them enters into agreements covered by Clause 5A (“5A Agreements”).
This note highlights the key features of Clause 5A and outlines certain practical considerations for Specified Persons and listed entities.

Proposed Amendments to the Voluntary Delisting Process

Insights | September 12, 2023 | Practice Area: Capital Markets, General Corporate, Mergers and Acquisitions

The Securities and Exchange Board of India issued a consultation paper proposing certain amendments to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. Amendments have been proposed to the counter-offer mechanism of the reverse book-building process, manner of calculation of floor price and the determination of the reference date. A fixed-price route for delisting and a framework for delisting of investment holding companies have also been proposed. This note summarizes the proposed changes to the voluntary delisting process.

SEBI Tightens Governance Norms for Listed Entities

Insights | July 11, 2023 | Practice Area: Capital Markets, Corporate Governance and ESG, Regulatory

On June 14, 2023, the SEBI tightened governance requirements for listed entities by amending the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. One of the key changes brought about by the SEBI is to the disclosure regime under Regulation 30 of the LODR Regulations, which will become effective on July 14, 2023. This note discusses these changes and their implications.

Recent Amendments to the SEBI Listing Regulations: Additional Disclosure of Agreements and Special Rights to Shareholders

Insights | July 3, 2023 | Practice Area: Capital Markets, Corporate Governance and ESG, General Corporate, Mergers and Acquisitions, Regulatory

On June 14, 2023, the SEBI introduced certain amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including in relation to disclosure of agreements entered into by or in relation to listed companies and approval by shareholders for special rights granted to shareholders.
While the amendments aim to create a more robust compliance framework and increase transparency and accountability of listed entities, they are likely to lead to additional compliance burden for listed entities and reduce flexibility to shareholders to enter into inter-se arrangements.

SEBI Modifies Underwriting Framework for Public Issues

Legal Updates | May 25, 2023 | Practice Area: Capital Markets, Regulatory

On May 23, 2023, the Securities and Exchange Board of India amended the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 to effect changes to the underwriting framework applicable to public offerings. Essentially, the SEBI amendment mandates that if an issuer making a public offering through the book-built route desires to have the offering underwritten to cover any under-subscription (referred to as hard underwriting), it is required to enter into an underwriting agreement with the underwriters upfront and prior to filing the red herring prospectus and make necessary disclosures of the underwriters’ commitment in the RHP. This note discusses the key changes made by SEBI to the regulations governing hard underwriting in book-built public offerings in India.

SEBI v. Abhijit Rajan: A Flawed Interpretation of the Insider Trading Regulations?

Insights | February 27, 2023 | Practice Area: Capital Markets, General Corporate, Mergers and Acquisitions, Regulatory

In September 2022, the Supreme Court of India in SEBI v. Abhijit Rajan interpreted the insider trading regulation in India to include a ‘profit motive’ as an essential requirement for establishing a charge of insider trading. This note analyzes the Supreme Court judgement and highlights certain issues that arise for consideration following such judgement.

InvIT and REIT Regulations: Recent Amendments

Legal Updates | February 20, 2023 | Practice Area: Capital Markets, Corporate Governance and ESG, Regulatory

This note provides an overview of the amendments that were issued on February 14, 2023 by the Securities and Exchange Board of India to the SEBI (Infrastructure Investment Trusts) Regulations, 2014 and the SEBI (Real Estate Investment Trusts) Regulations, 2014. The amendments primarily introduce governance-related requirements for investment managers of InvITs and REITs and apply to all InvITs and REITs, including those proposing to register or list. The amendments also include certain requirements with respect to the appointment of auditors of InvITs and REITs, limited review of the accounts of assets of InvITs and REITs and the treatment of unclaimed distributions. Clarifications in relation to the calculation of leverage thresholds and the definition of change in control under the regulations are also part of the amendments. The governance norms and the clarifications to the definition of change in control are effective from April 1, 2023 and the other provisions are effective immediately.

Building Bonds: The Mechanics of India’s Debut Sovereign Green Issuance

Insights | January 24, 2023 | Practice Area: Banking and Finance, Capital Markets, Clean Energy, Regulatory

India’s debut issuance of sovereign green bonds by auction provides a significant opportunity to ascertain the current market appetite for such sustainability-linked initiatives, including among institutional investors. Indeed, such bonds have been successful in the past in the context of an eclectic set of sovereign issuances. Among other things, standards established by such issuance may lead to welcome improvements in the Indian bond market in general terms. For instance, Indian companies may want to ride on enhanced credibility standards, as applicable, and seek to better address persistent concerns related to greenwashing. Such broad advantages notwithstanding, in this piece, we look at some of the finer details related to India’s debut sovereign green bond issuance.

Changes to Quarterly Shareholding Disclosures by Listed Entities in India

Insights | July 7, 2022 | Practice Area: Capital Markets, Corporate Governance and ESG, Regulatory

On June 30, 2022, the Securities and Exchange Board of India (“SEBI”) issued a circular amending the quarterly shareholding pattern disclosed by listed entities in India (the “2022 Circular”). This amended an earlier SEBI circular dated November 30, 2015. The 2022 Circular comes into force with effect from the quarter ending September 30, 2022. Listed entities are required to submit their shareholding pattern to the stock exchanges within 21 days of the end of each quarter in formats prescribed under the circulars. This note discusses certain key changes implemented by the 2022 Circular.

Testing the Frontiers of the Insider Trading Regulations

Insights | April 25, 2022 | Practice Area: Capital Markets, Corporate Governance and ESG, 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.