Category: Analysis

GP-Led Secondaries in India – Considerations and Challenges August 25, 2022 The secondaries market constitutes an important facet of the global alternative investments ecosystem. At its core, the secondaries market seeks to address two fundamental issues: (i) providing liquidity to investors (limited partners); and (ii) avoiding premature disposal of promising assets and upside potential of… Continue reading GP-Led Secondaries in India – Considerations and Challenges

Decoding Boardroom Dilemmas (Part III): Can Nominee Directors Share UPSI with Nominating Shareholders? August 5, 2022 Once an institutional shareholder has nominated a director, there is a natural expectation for the shareholder to receive information about the target company so that their collective interests are protected by the nominee director. But is such information flow… Continue reading Decoding Boardroom Dilemmas (Part III): Can Nominee Directors Share UPSI with Nominating Shareholders?

Private Funds: Corpus v Investible Funds – Need to reconsider SEBI’s penalty order? July 25, 2022 A SEBI Adjudicating Officer recently ruled in the matter of Indgrowth Capital Fund – I that the term ‘investible funds’ under the AIF Regulations must be strictly construed, leaving no scope for commercial nuances. The ‘investible funds’ of an… Continue reading Private Funds: Corpus v Investible Funds – Need to reconsider SEBI’s penalty order?

Private Credit: Interest on NCDs recharacterized as dividends  June 29, 2022 The income tax department has held that interest income derived from non-convertible debentures (NCDs) was ‘fictious’ in nature and had not been appropriately offered to tax. In its reassessment order dated 29th March 2022, the Revenue claimed that the interest income was, in fact,… Continue reading Private Credit: Interest on NCDs recharacterized as dividends 

Tracking evolution of InvITs – resurgence and success
Debate between private listed and unlisted InvITs – which way to go?
Unlisted InvITs remain attractive for investors seeking tax optimal returns and deregulated landscape
Perception that unlisted InvITs have lost SEBI’s favour may not be accurate

Private Credit: Supreme Court holds that ownership of pledged shares remains with pledgor despite transfer to pledgee  June 13, 2022 In a landmark ruling, Supreme Court has clarified the law surrounding pledge of demat shares. Until this ruling, courts had held that a transfer of shares to the pledgee upon invocation would amount to an… Continue reading Private Credit: Supreme Court holds that ownership of pledged shares remains with pledgor despite transfer to pledgee 

Decoding Boardroom Dilemmas – Hiving Off to Fundraise Through Subsidiaries – Commercial Wisdom or Short-Changing Public Shareholders? May 24, 2022 Placed squarely between the imperatives of maximising shareholder value and protecting stakeholder interest, Indian directors can no longer claim the benefit of a one-dimensional approach to governance. The transfer of revenue-generating businesses to subsidiaries, dissemination… Continue reading Decoding Boardroom Dilemmas – Hiving Off to Fundraise Through Subsidiaries – Commercial Wisdom or Short-Changing Public Shareholders?

Denial of tax treaty benefits: Blueprinting defence strategies for PE funds – A tax litigation perspective May 19, 2022 When India amended its tax treaties with Mauritius (“Mauritius Treaty”) and Singapore (“Singapore Treaty”) in 2016 in order to provide for source-based taxation of capital gains on alienation of shares, it was expressly stated that this… Continue reading Denial of tax treaty benefits: Blueprinting defence strategies for PE funds – A tax litigation perspective

Private Funds: SEBI holds AIF investors in breach of insider trading norms for AIF’s investments decisions May 9, 2022 In a move that could significantly impact the investment landscape into pooling vehicles, India’s securities regulator (Securities and Exchange Board of India (SEBI) has held that investors in alternative investment funds (AIFs) will be liable for… Continue reading Private Funds: SEBI holds AIF investors in breach of insider trading norms for AIF’s investments decisions

 Private Funds: Six considerations when negotiating carry clawback provisions May 4, 2022 From the very inception of the private equity fund model, limited partners (LPs) have been sensitive to sponsors benefitting disproportionately to investors. This wariness resulted in the carried interest clawback. The idea behind a clawback is to ensure that sponsors have not been… Continue reading  Private Funds: Six considerations when negotiating carry clawback provisions