Category: P3
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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
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Public M&A: Are Warrants attractive price protection instruments?
Recent SEBI informal guidance to Paramount clarifies ambiguity on holding periods for warrantsThough warrants could be listed, listed warrants are almost non-existentUnlisted warrants cannot be transferred (no matter how long they’ve been held for)Shares received upon conversion of warrants are locked-in for 6 months, but unlike other convertibles, the…
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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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SEBI orders public disclosure at M&A negotiation stage: Compromises deal certainty and amplifies directors’ liabilities
Listed companies forced to publicly disclose deal details pending finalization of negotiations Investors bereft of price and deal certainty, may even face reputational damage Directors of listed companies may be liable for market manipulation and exposed to litigation if they publicly disclose a deal which then falls through…
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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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Private Funds: SEBI holds AIF investors in breach of insider trading norms for AIF’s investments decisions
SEBI holds investors of AIFs having UPSI/ MNPI in breach of insider trading norms for investment decisions of AIFs Investors into pooled investment vehicles exposed to substantial risk for actions beyond their control and visibility Compliance seems rather impractical and creates complications for both the AIF and its investors – bad law that needs to…