Category: Analysis
-
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%…
-
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 ….
-
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 ….
-
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…
-
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? ….
-
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…
-
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…
-
Group Captive Upheld –Stage Set for C&I Secondaries
Fetters on captive open access removed – group open access now has clear, consistent standards. ‘Captive User’ benefit not limited only to those who establish/ set up the plant but also to those who acquire later – providing much needed relief for secondary buyers of C&I assets.
-
Public M&A: New Delisting Norms – What is the Excitement Really About?
SEBI’s Consultation Paper proposes a comprehensive review of counter-offer mechanism, counter-offer price discovery mechanism, fixed price mechanism, floor price and reference date Fixed price delisting, largely regarded as a welcome move, fails to excite us and appears lackluster against the present reverse book building mechanism due to absence of a counter-offer mechanism
-
Public M&A: Does SEBI’s Market Rumour Proposal Offer the Much-Needed Price Protection?
In June 2023, SEBI introduced “rumour verification requirements” requiring listed companies to address market rumours; trigger for “materiality” pegged to “expected impact”on turnover, net worth, or value of profit/loss after tax SEBI’s December 2023 Consultation Paper now proposes to (a) peg materiality…