Corporate Governance and ESG Archives - Page 2 of 7

Amendments to the SEBI (Prohibition of Insider Trading) Regulations, 2015: Widening the Scope of “Unpublished Price Sensitive Information”

Insights & Updates | July 14, 2025 | Practice Area: Capital Markets, Corporate Governance and ESG, General Corporate, Mergers and Acquisitions

With effect from June 10, 2025, the Securities and Exchange Board of India (“SEBI”) has introduced certain amendments to the definition of unpublished price sensitive information (“UPSI”) under the SEBI (Prohibition of Insider Trading) Regulations, 2015, (“PIT Regulations”). The amendments aim to align the existing definition of UPSI under the PIT Regulations, which sets out an illustrative list of events constituting UPSI, with material events under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This note analyzes the amendments and explains how the expansion of the definition of UPSI will recalibrate compliance obligations for listed companies and their insiders.

Evaluating the Operational Framework for ESG Debt Securities

Insights & Updates | July 7, 2025 | Practice Area: Banking and Finance, Corporate Governance and ESG, General Corporate, Regulatory

The Securities and Exchange Board of India (“SEBI”), in December 2024, amended the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 to introduce a new asset class of ‘ESG debt securities’ that includes green debt securities, social bonds, sustainability bonds and sustainability-linked bonds. The amendments, however, did not provide the regulatory framework for the issuance of ESG debt securities; instead, pursuant to the amendments, SEBI retained the right to prescribe conditions for the issue of such securities. Our earlier analysis on these amendments is availablehere.
In this context, SEBI recently on June 05, 2025, issued a circular titled the ‘Framework for Environment, Social and Governance (ESG) Debt Securities (other than green debt securities)’ specifying the operational framework for the issuance and listing of ESG debt securities (other than green debt securities) in India. In this note, we analyze the changes to the existing regulatory regime introduced by the SEBI circular,and highlight key issues and concerns raised for relevant stakeholders in this regard.

A Deep Dive into the Draft Guidelines for Virtual Power Purchase Agreements

Insights & Updates | May 26, 2025 | Practice Area: Clean Energy, Corporate Governance and ESG, Projects; Infrastructure and Energy, Regulatory

On May 22, 2025, India’s Central Electricity Regulatory Commission released draft guidelines for virtual power purchase agreements (“VPPAs”), further to an opinion from theSecurities and Exchange Board of India on regulatory jurisdiction. Unlike a ‘physical’ power purchase agreement, which involves the actual delivery of electricity, a VPPA is essentially a bespoke financial contract to hedge against market volatility and other risks. Pursuant to the draft guidelines,the difference between the VPPAprice and the market price will be settled bilaterally between the contractingparties.
In the United States and elsewhere, VPPAs have appealed to a wide variety of corporate buyers, including to meet renewable energy (“RE”) targets, improve sustainability performance and branding, andsecure long-term certainty on electricitycosts and RE intermittency.
While the draft guidelines specify that VPPAs will be non-tradable and non-transferable, the RE involved in a VPPA will be eligible for RE certificate (“REC”) issuances. If the RE generator sells electricity through power exchanges or other authorized modes, it may directly transfer the RECs received to an eligible consumer. Such consumer, in turn, can use such RECs for compliance or green attribute claims.
However, existing regulations on RECs do notprovide for the sale of ‘bundled’ certificates, where RECs can be sold together with their associated RE. This limitation may impact verifiability and ESG claims. The draft guidelines suggest that, apart from statutory certificates issued under REC regulations, no other environmental attribute certificate (“EAC”) may be transferred in a VPPA, potentially compromising the commercial viability of such arrangements.
Global trends indicate that VPPAs need not always include EAC transfers. However, the draft guidelines make REC transfers mandatory in VPPAs. Although transferred RECs can be used for meeting RE consumption targets, they cannot be traded. This may restrict consumers from entering into VPPAs for capacities not supported by RECs.

Regulatory Initiatives on ESG Disclosure Requirements in India

Insights & Updates | May 21, 2025 | Practice Area: Banking and Finance, Corporate Governance and ESG, General Corporate, Regulatory

Regulatory initiatives to build the legal frameworks around environmental, social, and governance (“ESG”) disclosures in India, while still nascent, are not of recent origin. Various regulators have gradually introduced requirements aimed at enhancing transparency and fostering corporate responsibility. This note examines these evolving ESG disclosure frameworks as implemented by the Securities and Exchange Board of India, the Reserve Bank of India, and the International Financial Services Centres Authority. It further analyzes the regulatory gaps that these initiatives seek to fill, andproposes solutions to enhance these frameworks.

Implementation of the Environment (Construction and Demolition) Waste Management Rules, 2025 by Project Developers

Insights & Updates | May 19, 2025 | Practice Area: Clean Energy, Corporate Governance and ESG, Projects; Infrastructure and Energy, Real Estate, Regulatory

The Environment (Construction and Demolition) Waste Management Rules, 2025 (“Construction Waste Rules”) have been recently notified as a response to growing concerns about construction dust pollution from projects across India. The Construction Waste Rules set out an integrated framework for waste management as well as utilization by imposing extended producer responsibility aided by a central interface based online monitoring and compliance assessment. This note analyzes certain key provisions in the Construction Waste Rules, especially from the perspective of infrastructure and real estate developers and contractors, including considerations for risk allocation.

Environmental Law: Issue 1 of 2025

Periodic Roundups | May 7, 2025 | Practice Area: Clean Energy, Corporate Governance and ESG, Litigation and Arbitration, Regulatory

Issue 1 of 2025 of our Quarterly Newsletter on Environmental Law covers key judicial and regulatory developments between the months of January and March 2025. In respect of judicial updates, Issue 1 includes judgements and orders of the Supreme Court, High Courts and the National Green Tribunal related to inter-alia color-coded registration plates for diesel and petrol vehicles; investigation into illegal earth mining and unauthorized brick kilns in elephant corridors; coastal regulation zone clearances; wetlands of international importance; and tree-felling restrictions and industrial expansion in the Taj Trapezium Zone.
In addition, Issue 1 also tracks regulatory updates related to inter-alia plastic and battery waste management; end-of-life vehicles; revised classifications in respect of industrial sectors; consent guidelines; standard operating procedure for petrol depots; effluent and emission standards for the caustic soda industry; amendments to environment impact assessment norms in respect of linear projects; and mandatory registration requirements for lead acid battery dealers, refurbishers and recyclers.

Greenwashing: An Overview

Insights & Updates | January 22, 2025 | Practice Area: Clean Energy, Corporate Governance and ESG, General Corporate, Regulatory

Companies are responding to rising global demands for environmentally safe products and sustainable practices. However, unverified and unsubstantiated claims in relation to sustainability records and climate change commitments can lead to allegations of ‘greenwashing’ if such marketing tactics are designed to make the public believe that a company is doing more to protect the environment than it really is. ‘Greenwashing’ refers to the practice of misleading consumers, investors and other stakeholders by making false or exaggerated claims or use of misleading words or imagery about a company’s environmental or sustainability-related performance while downplaying or concealing harmful attributes.
This note discusses Greenwashing in India, in particular, greenwashing guidelines issued by regulatory authorities, including the Advertising Standards Council of India and the Central Consumer Protection Authority.

Implementation of the EU’s Carbon Border Adjustment Mechanism and its Implications

Insights & Updates | January 9, 2025 | Practice Area: Clean Energy, Corporate Governance and ESG, International Trade, Projects; Infrastructure and Energy, Regulatory, Tax

The European Union’s Carbon Border Adjustment Mechanism (“CBAM”), applicable to imports from ‘third countries’ (i.e., non-EU countries), endeavors to impose a price on emissions in respect of the production and supply of carbon-intensive goods. By ensuring that a price is paid for such embedded emissions, the CBAM aims to make the carbon price of imports equivalent to that of domestic production, especially when third countries do not appropriately impose such price.
Although the CBAM has been mainly presented as a climate measure, it may also end up operating as a unilateral trade restriction designed to protect EU manufacturing. Several countries, including India, have labeled the CBAM as protectionist. While the global implications of the CBAM appear to be diverse, certain countries, including developing and newly industrialized nations, have claimed to be the worst hit, while developed countries are likely to have less carbon-intensive production processes.
The CBAM’s compliance requirements are expected to reduce the profits of Indian exporters in key sectors. Indian manufacturers from key trade-exposed industries (including those that are energy-intensive) are further poised to incur an increase in fuel costs, leading to a decrease in export earnings.
While India has discussed retaliatory measures, it is also pursuing the option of getting its Carbon Credit Trading Scheme, 2023 recognized by the EU and aligning it with the CBAM. Separately, the EU and India are engaged in talks on a proposed Free Trade Agreement, where India has raised concerns about the CBAM being similar to non-tariff barriers.
However, consistent with India’s own goals, the CBAM could also offer potential synergies, including in terms of green hydrogen partnerships and increased renewable energy deployment. Indian producers and exporters could view the CBAM as an opportunity to scale up sustainability-driven practices, including to enhance their positioning in a globally competitive market. Going forward, while carbon reporting and emissions monitoring will be essential, Indian companies should also consider investing in appropriate R&D, including with respect to emerging technologies.

Lessons from OpenAI: Boards and the Spin of Corporate Governance

Insights & Updates | November 18, 2024 | Practice Area: Corporate Governance and ESG, General Corporate, Private Equity, Technology; Media and Telecommunications

Widely regarded as the most innovative AI organization in the world, OpenAI’s management model presents a unique approach to corporate governance involving a majority-independent board of directors as final decision makers. In 2023, OpenAI’s CEO was fired and immediately reinstated, within a short period of a week. Such events highlight the reality of independent corporate governance models and suggest that truly independent structures may struggle in modern business environments. This note also briefly considers removal of directors from an Indian perspective.

Landscape for Green Hydrogen in India

Insights & Updates | September 19, 2024 | Practice Area: Clean Energy, Corporate Governance and ESG, Investment Funds, Private Equity, Projects; Infrastructure and Energy

Hydrogen is the most abundant element in the universe and has the potential to store tremendous amounts of energy. Under the right circumstances, it can be a viable alternative to fossil fuels and can significantly contribute to decarbonization. Accordingly, in India’s quest to decarbonize and achieve net zero emissions by 2070, it seeks to manufacture and deploy Green Hydrogen (“GH2”), and its derivates such as Green Ammonia. Policy initiatives including the National Green Hydrogen Mission (“NGHM”), and the Green Hydrogen Certification Scheme (“GHCI”) create a framework, while incentivizing investments in the sector by providing financial incentives and creating robust and transparent monitoring systems. Other key consideration for investors would be the ease of financing and longevity of business operations, dependent in part on the regulatory framework. The availability of low cost renewable energy and skilled workforce also show good promise to transform the country’s energy infrastructure and position it as an export hub for international trade. In this backdrop, investors are keenly looking at the landscape for GH2 in India to meet both financial and ESG goals.