Category: Shivam Yadav
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AIFs Subjected To Beneficial Ownership Threshold Of 10% – Implications?
AIFs Subjected To Beneficial Ownership Threshold Of 10% – Implications? Shivam Yadav What? Since Jan 2024, foreign investors in AIFs have been required to comply with ‘beneficial ownership’ (BO) norms under AML law (PMLA) requiring disclosure of the ultimate natural person investing more than 10% in the foreign investor or exercising control This moves away…
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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…
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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…
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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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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 is slowly re-defining InvITs: What’s at risk for the product and its institutional audience?
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Strong minority unitholder protections introduced – for both public and private InvITs Private InvITs originally designed to attract large institutional capital – light touch re- gulations allowed flexibility to parties to manage their arrangements…
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Investing into Infrastructure Holding Companies: What if you become a core investment company?
Infrastructure companies are mandated to execute concessions through SPVs, which often results in qualification of the holding company as a core investment company (CIC)CIC risk is often avoided by structuring EPC and O&M revenues through the hol- ding company and swelling …
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Ambiguity with thin cap norms: Private credit players risk significant tax leakage
Accurate reading of thin capitalization norms is highly relevant to maximize IRRs, especially in asset heavy sectors Currently, norms interpreted such that sometimes the entire interest paid to foreign related parties is disallowed for the target (as expense)…
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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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What’s Holding Back Indian Fund Managers From Raising Global Capital?
Indian fund managers, thus far restricted, may now be able to setup India-focussed offshore funds Is investment by resident individuals in offshore funds now restricted, even under LRS? Not quite – we address the ambiguity Will GIFT now emerge as the most favoured jurisdiction for setup of India-focussed funds?…