Amendments to the SEBI (Prohibition of Insider Trading) Regulations, 2015: Widening the Scope of “Unpublished Price Sensitive Information”

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10, 2025, the Securities and Exchange Board of India (“SEBI”) has introduced certain amendments to the definition of unpublished price sensitive information (“UPSI”) under the SEBI (Prohibition of Insider Trading) Regulations, 2015, (“PIT Regulations”).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.


Employment Bonds that Bind

The Supreme Court of India in its recent judgement inVijaya Bank and Ors. v. Prashant B. Narnawareconsidered the legal standing of employment bonds in India. This note analyzes the Court’s affirmation of a differential approach in respect of restrictions effective during employment and those post-termination. It further highlights the Court’s stance on unequal bargaining power and its view on public policy considerations in India’s employment law paradigm.


esg debt securities

Evaluating the Operational Framework for ESG Debt Securities

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.


opportunities in Indian defence sector

New Opportunities in India’s Defence Sector

Recent geopolitical dynamics, regional conflicts and related national security concerns have made the Indian defence sector ripe for additional growth and investment. As technologies evolve and new forms of warfare emerge, this growing sector is likely to witness further transformation. India’s proposed reform measures in the defence industry, together with rising domestic demand and increased focus on self-reliance, indigenization and exports; emerging technologies and technology transfers, innovation and R&D; as well as strategic international partnerships with global OEMs and key allies, are likely to provide new opportunities for private and foreign participation in the sector.
This note provides a broad overview of India’s defence industry and proposed reforms, including with respect to new defence technologies, the startup ecosystem, and international collaborations; the ease of doing business and FDI; defence acquisition procedures and recent budgetary allocation trends; along with the export of dual-use items and production-linked incentive schemes for the defence sector.


Indian Trusts Act

Succession Planning through Private Trust (Part 1): Implications under the Indian Trusts Act, 1882

In a country in which family structures, business dynamics, and forms of wealth are evolving rapidly, private trusts have emerged as a widely adopted method for succession planning. In this series of publications, we explore key aspects of setting up a trust, including tax and regulatory implications. In this part, we focus on the provisions of the Indian Trusts Act, 1882.


take privates

Take-Privates in India: Time to Revisit the Rules

S&R Associates and Houlihan Lokey are pleased to present their co-authored white paper, Take-Privates in India: Time to Revisit the Rules.
2024 saw a resurgence of take-private M&A transactions globally, with 89 take-private transactions in North America and Europe valued at an aggregate of ~USD 150 billion and 14 take-private transactions in the U.K. valued at an aggregate of ~USD 21 billion. Interestingly, during the same period, no take-private transaction was announced in India.
We explore the current regulatory landscape for take-private transactions in India, compare it with other jurisdictions, and provide our suggestions on the way forward for greater efficiency in the market.


Corporate Debt Securities

RBI Eases Investments by FPIs in Corporate Debt Securities

The Reserve Bank of India recently issued a circular onInvestments by Foreign Portfolio Investors in Corporate Debt Securities through the General Route(“RBI Circular”) on May 08, 2025, to withdraw short term investment limits and concentration limits, applicable on investments by FPI in corporate debt securities under the general route. This note highlights the changes to the regulatory framework brought about by the RBI Circular that are intended to provide greater flexibility and ease of investments for FPIs investing in corporate debt securities in India under the general route.


ESG disclosures in India

Regulatory Initiatives on ESG Disclosure Requirements in India

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.


Misleading advertisements

Misleading Advertisements: A Cautionary Tale on Advertisement of Consumer Goods and Services

Misleading advertisements in India have been a growing concern, particularly in sectors like healthcare, pharmaceuticals, food and consumer goods, where exaggerated or false claims can have serious consequences. This note provides an insight into the legal and ethical implications of misleading advertisements in the consumer goods sector and how the Supreme Court has reinforced its directions issued in the case ofIndian Medical Association v. Union of Indiaby actively reviewing submissions by central and state governmental bodies on the actions taken by them to prevent violations of advertising laws in India. The Supreme Court has demanded concrete actions to ensure compliance with advertising laws, signaling a stricter approach towards enforcement. This judicial intervention underscores a new era of consumer protection, where regulatory complacency is no longer tolerated and misleading advertisements face stringent scrutiny.


legislative amendment

‘Prior’ CCI Approval of Resolution Plans: A Case for a Legislative Amendment

The recent judgment of the Supreme Courtin Independent Sugar Corporation Ltd. v. Girish Sriram Juneja & Ors. has reignited the debate on whether the approval of the Competition Commission of India (“CCI”) must precede the Committee of Creditors (“CoC”) approval in the insolvency process. This note critiques the Court’s strict interpretation of the proviso to Section 31(4) of the Insolvency and Bankruptcy Code, 2016 and supports the dissenting opinion, arguing for a liberal interpretation of the proviso to Section 31(4). The note proposes a legislative amendment to the proviso, proposing that CCI approval be requiredprior to approval of the adjudicating authority(i.e., the NCLT) instead ofprior to CoC approval, to better balance regulatory compliance with efficiency of the insolvency process.