Threat of valuation litigation in Public M&A – Carlyle-PNB Effect! 

Unsuccessful sale processes, struggling lender, fund-raise and tender offer, vigorous activism, enhanced scrutiny of board responsibilities and litigation, terminated fund raise process and finally a rights issue – or, in three words, PNB Housing Finance (PNBHFL). In what could be a landmark turn of events for India, the PNBHFL saga has shown glimpses of what sophisticated M&A in the West typically entail. While there are various sub-themes to the entire episode, this piece focuses on three key questions which will arguably shape the M&A litigation sphere in the next decade – is a SEBI-prescribed historical price indicative of the fair value of a company? What are the duties of the board of directors while approving a majority sale? And finally, will PNBHFL be the starting point for the growth of appraisal rights litigation in India?
Key Takeaways:
  • SEBI floor price prescription in case of fund raises should not automatically dislodge directors’ duty to exercise independent judgment and maximise shareholder value.

  • Target boards to proactively consider appointing an independent banker and running a robust auction process for capital raises.

  • Investors should strategise for high stakes valuation litigation by shareholders failing which the entire transaction could be potentially derailed…read more 

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