Blowing Away Whistle Blowers

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…

Means, Ends & Jurisdiction

When we seek to do the right thing without adhering to both the form and spirit of the rules we have created for ourselves, all of us undermine the very ideas we believe we are upholding. Even economically savvy voters who never bought into the Aam Aadmi Party’s 1960s style…

Socialising Shareholders Interests

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…

Arbitrary Arbitrations

Why is it that CFO’s don’t ask searching questions about all the ‘legal’ clauses we lawyers insert into commercial contracts? I mean stuff like Force Majeure, Representation and Warranties, Indemnities, Termination, Arbitration clauses… Is it because it’s very remote and unlikely to come to pass? Is it because it’s all…

The Fender Bender

I had the quintessential Delhi crash experience the other day when a lady, driving her car with an infant on the front passenger seat, rear-ended our four-wheeler. She emerged dazed from her sub compact while her child wailed. My car was pretty undamaged: as for her car, I couldn’t say…

Niggling non compete clauses

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…

High fashion knock-offs

This year’s Lakme India Fashion week in New Delhi ended with designer Suneet Verma alleging fellow designer Aki Narula of plagiarising one of Verma’s designs and passing it off as his own. The outfit in question was part of Verma’s fall/winter 2003 collection and featured in the designer’s advertising campaign…

Appetite for contractual destruction

There must be a convoluted logic to this, but why is it that commercial contracts are written to relentlessly appeal to our appetite for senseless destruction? We were animatedly discussing ‘Business Purpose’ clauses at my ‘Understanding Joint Ventures’ workshop last month when I realised that practically everyone in the room…

Of holy cows and shareholders contracts

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…