Information Filled Under 'Practicing Law in India' Category
Some Thoughts on the Vodafone Judgment: A Case for Reconsideration? Thursday, September 9th, 2010
The blog has discussed the Vodafone controversy in some detail, and commented on important extracts from the Bombay High Court’s judgment yesterday. This post discusses parts of the judgment in more detail, and suggests, with respect, that the judgment is incorrect
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Some Thoughts on the Vodafone Judgment: A Case for Reconsideration?
The Vodafone judgment is available here . While we will discuss this in detail, the following appear to be the highlights of the decision (the extracts are not of the complete paragraphs).
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Vodafone International Holdings v. Union of India: Extracts and Initial Comments
It appears that the Bombay High Court has dismissed Vodafone’s writ petition challenging the jurisdiction of the Indian income tax authorities. Reports – the Wall Street Journal , ET , Reuters and Indian Express – are sketchy on the precise basis of the decision.
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Vodafone’s Petition Dismissed by the Bombay High Court
A Division Bench of the Bombay High Court has ruled in Messer Holdings Limited v. Shyam Madanmohan Ruia that a private arrangement between shareholders of a public limited company on a voluntary basis relating to share transfer restrictions (right of first refusal) is not violative of Section 111A of the Companies Act, 1956. The judgement also goes on to suggest that it is not mandatory for the Company to be a party to such an agreement relating to share transfer restrictions and it is not necessary to incorporate share transfer restrictions in the articles of association of the Company
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A twist in the tale: Share transfer restrictions in a public limited company legal?
Section 111A of the Companies Act, 1956, is perhaps the most significant unresolved controversy in contemporary Indian corporate law. The blog noted today that a Division Bench of the Bombay High Court (Messer Holdings) has held that a private arrangement between shareholders conferring a right of first refusal is not contrary to s. 111A of the Companies Act.
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The Rangaraj-Madhusoodhanan Conflict and the "Reformulation" of Rangaraj in Para 55 of Messer Holdings
It has been reported that the Parliamentary Standing Committee on Finance has its made recommendations upon review of the provisions of the Companies Bill, 2009. Discussions reveal that in some areas the Standing Committee’s recommendations seek a reversal of the position stated in current version of the Companies Bill. On one hand, the standing committee calls for a more liberal regime by allowing companies to issue shares with differential voting rights (that was sought to be prohibited in the Bill)
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Parliamentary Standing Committee on Companies Bill, 2009
We are pleased to share with our readers the following communication received from LexisNexis: Each year, LexisNexis honors a select group of blogs that set the online standard for a given industry. I’m pleased to notify you that Indian Corporate Law Blog is one of the nominated candidates for the LexisNexis Top 25 Business Law Blogs of 2010, featured on the LexisNexis Corporate & Securities Law Community and the LexisNexis UCC, Commercial Contracts & Business Law Community . We are inviting the business law community to comment on our list of nominees
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Nomination for LexisNexis Top 25 Business Law Blogs 2010
In December 2009, we had discussed SEBI’s order whereby Barclays was found to have failed in complying with certain disclosure norms while issuing offshore derivative instruments (ODIs) under the SEBI (Foreign Institutional Investors) Regulations, 1995. For this, SEBI had prohibited Barclays from issuing, subscribing or otherwise transacting in any ODIs until reporting systems are put in place to the satisfaction of SEBI. After further hearing the parties and considering the steps adopted by Barclays to put in place adequate reporting systems, SEBI passed an order last week withdrawing the directions imposed on Barclays by its December 2009 order
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Barclays Order: ODI Restrictions Lifted by SEBI
After initially cracking down in 2007 on indirect investment routes such as those using participatory notes (P-notes), SEBI a year later reversed its decision and allowed foreign investors to participate in the Indian markets through P-notes.
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Participatory Notes Fall in Popularity
In this Mint column , Narayan Ramachandran calls for a shift in attention from the classic corporate model of limited liability companies to a cooperative model that involves “a voluntary agreement to share, for the mutual benefit of all parties”. Although India is no stranger to the cooperative model (as the author demonstrates), it is the co-operative societies legislation that is usually used to carry out such activity
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Cooperatives and Producer Companies
In 2005, the Supreme Court held that the transfer of branded software constitutes a sale and is exigible to sales tax, levied by State Governments under Entry 54, Schedule VII of the Constitution ( Tata Consultancy Services v. State of AP ). I have argued elsewhere that this decision may, with respect, require reconsideration on the question of whether the typical software transfer accompanied by a EULA is a “sale” or merely a limited licence
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Service Tax on Software Upheld
Many of you are like me in that you went to law school with the idea that as a lawyer you would be able to help people and make a difference in your community. Then you started your law practice with a firm and rarely have the feeling that you are actually helping people and making a difference in your community. So you look for non-billable ways to get involved
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Find Your Passion: Get Involved in Your Community
A free and active press generally provides impetus for instilling enhanced corporate governance practices in any economy, as it does in India. However, conflicts of interest that the media faces may create distorted incentives that dilute these objectives.
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Extending Securities Regulation to the Fourth Estate
The Ministry of Finance recently published on its website a report of the Working Group on Foreign Investment in India. The report seeks to address the complexity and overlaps in the existing regime on foreign investment in India and to propose a more streamlined framework.
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New Framework for Foreign Investment Proposed
As noted in an earlier post, the Direct Taxes Code Bill has been introduced in Parliament. If enacted, it will come into force from 2012. Below is a comparative chart discussing the differences in the provisions in the current Act and in the Code Bill
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Direct Taxes Code Bill, 2010 versus Income Tax Act, 1961: A Comparison of Certain Aspects
In an earlier post , I had highlighted some observations of the Bombay High Court in Re Organon, and had commented on whether the decision of the Single Judge in that case stood easily along with the observations of a Division Bench in Sandvik. The decision in Sandvik can perhaps be read to mean that when an overwhelming majority of non-promoter shareholders votes in favour of the scheme, then the presumption of fairness is even further strengthened.
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Andhra Pradesh High Court on Reduction of Capital: More Uncertainty?
In an important fallout of the Satyam controversy, the Supreme Court , earlier this month, reiterated the law on the amendment of section 34 applications, and also clarified the kinds of fraud that would justify the setting aside of arbitral awards on grounds of public policy. After the fraud perpetrated Mr
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Fraud and the amendment of a section 34 application
The good news is that I am on a plane with WiFi so I am able to post this. The bad news is the guy in front of me has his seat in the fully reclined position so I have no room for my computer. So, typing is a challenge to say the least.
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A Friday Coaching Session with Cordell: Why Did Clients Hire Me
This week I am focusing on lawyers who will be starting their law practice soon and sharing thoughts for more senior lawyers and law firm professional development directors to consider. A couple of years ago I spoke to the Texas State Bar Leaders.
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10 Things You Didn’t Learn in Law School…and Need to Begin Learning Soon
(We have received the following Call for Submissions from the Indian Journal of Law and Technology ) The Indian Journal of Law and Technology (IJLT) is an annual law journal published by the Law and Technology Committee of the Student Bar Association, at the National Law School of India University, Bangalore, India.
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Call for Submissions: Indian Journal of Law and Technology
A young associate recently asked me how to get the most from a mentor. As I write in my book “ Prepare to Win ,” most lawyers my age owe a great deal of our success to mentors we have had throughout our career.
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A Friday Coaching Session with Cordell: How to Get the Most from a Mentor
We have discussed the law on reduction of share capital under Section 100 of the Companies Act previously. A recent decision of a Single Judge of the Bombay High Court has an interesting observation in this regard. In Re Organon (India) Limited [2010] 101 SCL 270 (Bom), Kathawalla J
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Section 100 revisited: In Re Organon
An earlier post had discussed a Reserve Bank of India (RBI) proposal on regulation of Core Investment Companies; and had discussed the draft guidelines which the RBI had proposed. The RBI has now released the ‘Regulatory Framework for Core Investment Companies’. A Core Investment Company (CIC) is defined as being an NBFC carrying on the business of acquisition of shares and securities which satisfies the following conditions: i
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RBI: Regulatory Framework on Core Investment Companies
I was thinking about assumptions this past weekend when I watched the PGA tournament. If you watched, or read the sports section on Monday, you saw David Price, the pro at our golf course here in Dallas asking Dustin Johnson if he had grounded his club in the sand on the 18th hole
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How Making Assumptions Can be a Huge Mistake
A few weeks ago I had a 7:00 AM dental appointment with Matt, my favorite dentist. Matt is a meticulous dentist and he also is a great guy. But, does anyone get up in the morning and say: “Oh boy I get to see my dentist today?” During the night before the appointment I had a dream that was so vivid it was frightening.
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Lessons You Need to Know from My Dental Nightmare
If you are contemplating starting a client development coaching program in your firm I have one important suggestion: Do not include lawyers who “need” coaching. They likely do not want to be in your coaching program and will drag down your other lawyers
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Coaching Client Development: Choose Your Most Motivated Lawyers
An interesting issue recently fell for the consideration of the Bombay High Court- whether DEMAT accounts could be held in the name of deities. The Court answered this question in the negative, relying on largely practical and partially moralistic reasons in coming to its conclusions
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DEMAT Account for Religious Deities