Category: Analysis
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Part 1: CCI approval for minority PIPE deals – to file or not to file?
CCI’s recent changes streamline the ‘solely as investment’ exemption – most relevant for minority PIPE investments
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India’s New Global M&A Flavour: Cash-free M&A, SPACs, Roll-ups now possible?
Foreign expansion of Indian companies gets a boost – offshore acquisitions now allowed by share swaps SPACs and roll-ups greenlit – foreign investors can now acquire Indian companies by a share swap….
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Should investors be subjected to “gift-tax” when subscribing to listed shares?
Listed companies generally issue the shares at SEBI mandated floor price. However, allotment of shares due to procedural requirements can happen only after a month or more resulting in stock price run up and notional gains This run up in market price may inadvertently be caught under ambit of “gift tax”, which seeks to tax…
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Employee Incentivisation in InvITs – What is SEBI regulating?
SEBI introduces framework for unit-based employee benefit plans for employees of the investment manager of the InvIT. All such plans now to be managed through an employee benefit trust (EBT) Trust can acquire units from the secondary market or get them from the manager (swapped for management fees) – in each case subject to 60%…
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SEBI vs Hindenburg: Separating The Law From The Noise
SEBI issues show-cause notice to Hindenburg, alleges violation of securities laws and fraud Hindenburg in its public response calls SEBI’s notice as ‘non-sense’ and lacking substance ….
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The Road To Take-Private In India: What’s The Most Efficient Route For Deal-Making?
Fixed price delisting debuts as an alternative to RBB, but lackluster in the absence of counter-offer ability Reverse Book Building (RBB) made a bit more palatable with easing of counteroffer mechanics, yet route continues to remain inadequate ….
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Public M&A: JV’s with exclusivity under SEBI’s scanner – The Linde Case
Independent Directors must pay closer attention to transactions with related parties. They should ask- are there any non-price factors that are not reflected in the transaction price? If yes, what is the value of these factors? Can they trigger the materiality threshold and need shareholder approval? Non-price factors could be a non-compete clause, especially crucial…
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ICICI Securities Delisting: What really are the issues?
ICICI Bank is delisting ICICI Securities through the first court driven delisting in India Reverse book building process avoided – taking a specific exemption under Regulation 37 intended for companies in ‘same line of business’ – why did SEBI grant the exemption? ….
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Shadow trading – a new chapter in Insider Trading? Learnings from US SEC
In a novel case of Shadow Trading, California District Court held that MNPI about one company could count as MNPI for another company if they are economically linked What is Shadow Trading? What is the concept of economically linked entities? How is international jurisprudence…
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RBI eases restrictions on Bank investments into AIF – Why and what next?
‘Evergreening’ of loans by banks, NBFCs, etc. through fund structures shut down through 2 circulars – Banking entities can no longer indefinitely extend loan tenures by transferring their loan exposures to AIFs In RBI’s first circular, banks having indirect exposure to a borrower through an AIF required to either liquidate their…