Company Law – N South

Why do we blame Independent Directors for every corporate fubar?

Given how much money went down in the IL&FS fubar, public outrage against everyone connected with the company was to be expected. That said, the sheer volume of venom that targeted Independent Directors seemed unfair. Does anyone here still think such positions are anything but a well-deserved lifetime achievement award…

Tatas Vs Mistry: Here’s why independent directors are in the dock

By Ranjeev C DubeyCompany Law

In Indian corporate history, boardroom battles are truly old hat. What makes the Mistry-Tata spat so singular is that finally, for the first time since we legislated the new Company law in 2013, India will get to find out if the role of independent directors in corporate governance is quite…

Commercially Sustainable Bankruptcy

By Ranjeev C DubeyCompany Law

Here is another of those Incredible India Ironies. We want you to ‘Make in India’, but if your business model fails, we want you flogged, crucified, drawn and quartered. From the purely entrepreneurial standpoint, India is a harsh medieval society where there exists no practical distinction between business bankruptcy, personal…

Sky High Crucifixion

By Ranjeev C DubeyCompany Law

Vijay Mallya’s public crucifixion reached a new high on April 7 2016 when 17 lending banks declined to accept his settlement offer, putting the Supreme Court in the unenviable position of asking him to make a full disclose of all assets held by him, his wife, and his children too.…

Black Money Ballyhoo

By Ranjeev C DubeyCompany Law

Of all the doublespeak Indians have been sold at election time since we declared ourselves a sovereign socialist secular democratic republic, the elimination of corruption and black money has remained the all-time bestseller regardless of market sentiment. So why has this eternally winning formula never translated into any effective action…

Criminalising Corporate Restructuring

By Ranjeev C DubeyCompany Law

If you are one of those corporate consultants who advise clients on business restructuring, here is a piece of gratuitous advice: get out of it. It’s too dangerous. If you are a professional manager who has consented to sit on the board of a spun off business, or its holding…

Blowing Away Whistle Blowers

By Ranjeev C DubeyCompany Law

Election fever this time has sent the outgoing government scurrying in search of a brave new world of probity, the main manifestation of which are (1) a whistle blower protection law and (2) a Lokpal law. Is it fair to expect that the Whistle blower legislation will herald in an…

Socialising Shareholders Interests

By Ranjeev C DubeyCompany Law

It’s not just the Aam Aadmi Party that makes the New Year radically new. All around us, ideological assumptions on the foundation of which we have built our nation are being put to the test. On January 6th, 2014, the Delhi High Court has ruled in the Association of Unified…

Niggling non compete clauses

By Ranjeev C DubeyCompany Law

Newspapers have widely reported that the very public Ambani feud is ending with, among others, a ten-year non compete clause whereby, neither of the Ambani brothers will promote companies or enter into joint ventures that compete with the existing companies headed by the other. Are such clauses legal? At the…

Of holy cows and shareholders contracts

By Ranjeev C DubeyCompany Law

It amazing how the seemingly easiest legal questions are sometimes the hardest to answer. Other than a 100 per cent buy out, every M&A transaction generates a shareholders’ agreement by which company owners bind themselves to special rights and obligations. How far these agreements are enforceable in Indian law is…