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 context…
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…
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…
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…
