Open access – supercharged with renewables

  • Provides large consumers (who account for half of all electricity consumption) with choice – spurring innovation and providing access to cheap electricity
  • Move toward renewable energy sources for open access presents practical chal- lenges – obtaining access to round the clock power…

    SEBI is slowly re-defining InvITs: What’s at risk for the product and its institutional audience?

    • 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…

      Blurring lines between FPI and FDI: Can foreign investors really acquire less than 10% listed stake off market?

      • Investors face roadblocks in picking up less than 10% listed stake off the market under the FDI route
      • The shift from an investor-centric to investment-centric regime has been rather mismanaged, leading to divergent market practices…

        Budget 2023: Impact on InvITs

        • Distributions out of repayment of debt principal could now be taxed as ‘other income’ – at odds with global standards
        • Distributions out of debt repayments through redemption of units not treated as ‘income’, but reduce cost of acquisition – InvIT / REIT Regulations do not permit redemption of units…

          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?…

            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…

                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…

                  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…

                    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 studied for its potential implications…