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…

C&I Green Open Access-play: The next big investment destination for infra funds?

  • C&I market significantly untapped – accounts for just 6% of the total renewable power purchases
  • Captive open access the most preferred route – i.e. procuring power for captive consumption from private renewable players using govt. transmission facilities.
  • C&I consumer perspective – low investment, significant cost savings,

    Smart meters: The basic infrastructure for a green future

    • Smart meters are essentially a data play – offering unprecedented data that can be used to bring online more green energy, curb electricity loses and reduce costs for consumers
    • The sector has immense depth – USD 30 bn over just the next 2-3 years….

      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)…

        How to Negotiate Key Person Provisions – A Lawyer’s Guide

        • The occurrence of a key person event should not trigger a domino effect across other funds managed by the sponsor
        • The ‘time and attention’ requirement should be drafted so as to avoid inadvertent foot faults
        • The question of whether or not a key person event has occurred should not be the subject of a long-drawn determination process…

          EduInfra – Emergence of a new asset class

          • EduInfra offers a promising 10 – 11% entry cap rate for annuity investors with rental escalations in the region of 3
            – 5%

          • Infrastructure classification allows for tax optimal exit through InvITs
          • Seller awareness needed – operators slowly moving towards asset light models; depth, but potential…

            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 context…

              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…

                Revamped Overseas Investment Regime (Part I) – A Rational Overhaul

                • Round tripping no longer illegitimate – doors open for externalisation and de-SPAC transactions
                • Definitional clarity on direct investments and portfolio investments
                • Indian GPs get a glidepath to setup offshore pooling structures…

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