A scheme of arrangement is an oft used mechanism for company restructuring, which may take the form of a ‘merger’, a ‘demerger’ or even a ‘compromise’ with creditors. Sections 391-394 of the Companies Act, 1956 (“1956 Act”), read with the Companies (Court) Rules, 1959, were the relevant statutory framework governing this.
Continue Reading Objections at the first motion stage: Light at the end of the rainbow?
In Part I of this series, we had discussed the ambiguities surrounding the rectification of non-compliances under the Companies Act, 2013 (“Act”). In Part II, we seek to address another critical aspect of the Act – the imposition of liability on a company’s officer for offences and non-compliances by the Company.[1]
Continue Reading Critiquing the Regulatory Threshold for an ‘Officer Who is in Default’ under the Companies Act, 2013
The Ministry of Corporate Affairs (MCA) on September 9, 2024, amended Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (effective from September 17, 2024), by introducing sub-rule 5. The amendment is intended to promote seamless mergers and amalgamations between a foreign holding company incorporated outside India and an Indian company, being a wholly-owned subsidiary company incorporated in India, i.e., an inbound cross-border reverse merger.
Continue Reading Flipping the Script on Reverse Mergers: Analysis of The Latest Amendment to Merger Rules
The Companies Act, 2013 (“Act”) stands as a cornerstone of corporate regulation in India. It lays down a comprehensive compliance framework for body corporates as well as their officers to protect the rights and interests of shareholders and investors. In the first part of this two-part blog series, we seek to address the ambiguities pertaining to proactive rectifications of the non-compliances and contraventions under the Act. In the second blog, we will discuss the threshold for liability of “officers in default” under the Act.
Continue Reading Ambiguities in Regulatory Thresholds for Rectifying Breaches under the Companies Act, 2013
More than a decade after the Companies Act, 2013 (“Companies Act” or “the Act”) introduced class action lawsuit provisions, two major applications for initiating such suits have ingressed the halls of the National Company Law Tribunal (“NCLT”).
Continue Reading Class Action Lawsuits: A New Horizon for Corporate Litigation?