Category: P11
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Public M&A: Do List Cos Really Need Omnibus RPT Approvals?
There seems to be an overlap between regular RPT approvals and omnibus approval routecreating ambiguity on what type of approvals must be procured for long term related partycontracts?Listed companies often enter into long term contracts with…
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SEBI’s Proposed Disclosure Regime: Impact on Public M&A and Directors’ Liabilities
Most proposals are well thought through – unintended impact in a few cases Mandatory clarification of media rumours – M&A dealmaking compromised and potential creation of a false market?…
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Unexplored Strategies in the Fortis Saga: Public shareholders and IHH Healthcare exposed to significant collateral damage?
Latest SC judgement uncovers Daiichi’s new approach – Fortis, IHH and, public shareholders under the gun for liabilities of Fortis’ erstwhile promoters Public shareholders will need to brace for impact and be proactive – else risk getting the short end of the stick Legal sanctity of the ‘theory of attribution’ possibly misplaced in the Fortis…
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Decoding Boardroom Dilemmas (Part III): Can Nominee Directors Share UPSI with Nominating Shareholders?
No express framework exists for nominee directors to share UPSI with nominating shareholders Natural expectation that nominee directors should represent their nominators’ interests – not permitted under law Since nominee directors’ fiduciary duty remains towards the company and stakeholders, nominee directors are paradoxically placed and exposed to significant…
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Decoding Boardroom Dilemmas – Hiving Off to Fundraise Through Subsidiaries – Commercial Wisdom or Short-Changing Public Shareholders?
Transferring a majority-revenue generating business into a private subsidiary (hiving off) and raising funds at the subsidiary level is increasingly seen as a preferred alternative to direct listed acquisitions or slump sales Hiving off may result in a ‘holding company discount’ and public shareholders lose out on value…
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Threat of valuation litigation in Public M&A – Carlyle-PNB Effect!
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…