Category: Shreyas Bhushan
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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…
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Should Offshore Funds Appoint Directors?
The issue of director duties and attendant liabilities has been a subject of immense debate as the role of directors evolves in the Indian context. India is perhaps a decade behind the west in this evolution process, though rapidly catching up driven by increasingly proactive proxy advisory firms and institutional capital taking significant positions in…
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Threat of valuation litigation in Public M&A – Carlyle-PNB Effect!
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…
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InvITs: Gamechanger in the Indian Infrastructure Story!
Infrastructure has been the highest capital receiver in 2021, and InvITs continue to be the most favoured investment vehicle for sponsors and global investors alike. InvITs have received >USD 10 billion of investments in the last couple of years, with investments from some of the largest fund houses. The roads regulator of India (NHAI) has…
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SEBI’s Public Float for Private Unlisted InvITs – an instance of Regulatory Overreach?
Infrastructure development has been a focal point for the Narendra Modi government. Indian infrastructure has historically failed to attract large offshore capital due to various systemic reasons – one such reason being the lack of a well-governed tax optimal investment structure. To address this, the Securities and Exchange Board of India introduced public or privately…
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Decoding India’s Infrastructure Investment Trusts
The Indian infrastructure story has been one of few successes and many challenges. To identify the most optimal route and vehicle that can attract long-term high value private capital in the infrastructure sector, the Securities and Exchange Board of India (SEBI) rolled out the ‘InvIT’ regime in 2014,
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Evolving Negotiation Strategies in Late-Stage PE Investments
Private equity (PE) investments into India are at an all-time high, with more than $11 billion invested by PE funds in 2017. The keenness now is more towards late-stage companies as compared to growth and venture investments. Fund raising by these late-stage companies has also become sophisticated, with many founders opting to run a bid…