By Vallari Dronamraju, Final Year Student at National University of Advanced Legal Studies, Kochi
Coercion in Indian law that renders an agreement voidable, is considered as duress in English law.. In English law, a contract may be voidable on the same grounds as India (coercion, undue influence, fraud or misrepresentation) and set aside as the wrong was part of the process by which the victim’s consent was taken. The doctrine of duress will be applicable here, where one party threatens another party with a demand to be complied with and the threatened party accedes to this and enters into the contract. However, if the demand of the threatening party is unlawful (duress to person, goods, threatened breach of contract, or future[i] unlawful act), the contract may be set aside. Further, the doctrine of lawful act economic duress is a threat of serious financial consequences, that gives the threatened party no practical choice but to enter into the said contract.
Continue reading “The Doctrine of Lawful Act Economic Duress: Will the PIAC Decision Impact Voidable Contracts in India?”
By Saumya Vanwari, Fourth Year Student at Institute of Law, Nirma University
The long-awaited dispute on the enforceability of “Emergency Award” was finally settled by the Supreme Court in ‘Amazon.com NV Investment Holdings LLC v. Future Retail Limited & Ors.’ The two-judge bench ruled in favour of Amazon and declared the Emergency Arbitration (“EA”) passed by the Singapore Arbitrator as enforceable in India. It also concluded that except SLP, the single judge’s order on emergency award was not appealable within Section 37(2) of the Arbitration and Conciliation Act (“A&C Act”).
Continue reading “Emergency Arbitration: A Necessity for Legislative Clarifications?”
By Ankur Mishra, Fourth Year Student at Institute of Law, Nirma University
On 26 July 2021, the Hon’ble Supreme Court in M/s. Orator Marketing Pvt. Ltd. v. M/s. Samtex Desinz Pvt. Ltd. analyzed the status of interest-free loans as financial debt. The SC categorically observed that an interest-free loan, which is advanced to finance the business operations of a corporate body, qualifies as financial debt under Section 5(8) of the Insolvency and Bankruptcy Code 2016 (the Code). The Court remarked that lenders of such debt would qualify as Financial Creditors and would be competent to initiate Corporate Insolvency Resolution Process (CIRP) against the defaulting debtors under Section 7 of the Code. This article seeks to analyse the Supreme Court’s judgment vis-a-vis the NCLT and NCLAT’s decision in the same case while highlighting the other significant rulings in this regard.
Continue reading “The Orator Saga: Validity of Interest-Free Loans as Financial Debt”
By Aryaman Kapoor and Samriddhi Guha, Second Year Students at Jindal Global Law School
On August 12, 2021, the Board of Directors of Aurobindo Pharma Limited, announced its financial results for the first quarter along with the dividend. At the same time, it also announced its agreement to acquire a majority stake in Cronus Pharma Specialties India Private Limited. After this notice was made public, the stock of Aurobindo Pharma Limited spiraled down by 25% and hit a fresh 52-week low due to a decline in revenue as well as a rejection by the market of the Cronus Pharma acquisition deal due to the low revenue base. After this, on August 20, 2021, there was another notice issued by Aurobindo Pharma in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘LODR’), in which it was stated that the agreement to acquire Cronus Pharma was mutually terminated by both the parties and that the Board of Directors approved this termination of the acquisition. After this notice was made public, the stock of Aurobindo Pharma rebounded reflecting a positive reaction of the investors towards the termination of their plan to acquire Cronus Pharmaceuticals.
Continue reading “The Unreported Case of Aurobindo Pharma’s Non-Compliance”
By Anmol Ratan, Fourth Year Student at NLSIU Bangalore
Back in 2010, Dani Rodrik, a renowned economist at Harvard proposed the idea of the political trilemma and hyper-globalisation in his book, The Globalisation Paradox: Democracy and the Future of the World Economy (W.W. Norton, 2010). Over the course of his book Rodrik hinted at the latent yet potent tension amidst ‘national sovereignty, democracy and hyper-globalisation’. Calling the trio the ‘Political Trilemma of the World Economy’, he argued that a nation cannot have all the three constituent phenomena all at once. It was also put forth by him that the neoliberal agenda of hyper-globalisation is not just hostile to the ideals of sovereignty and democracy but is also counterintuitive to their project. While some have disputed Rodrik’s bold claim for being abstract, there is more to it than what meets the eye. Rodrik has illustrated his thesis and meta-argument well in his book, however, his proposed idea of the sheer incongruity of hyper-globalisation with sovereignty and democracy seems to have been reinforced yet again by the recent developments in the laws of taxation.
Continue reading “Reviewing Taxation (Laws) Amendment, 2021 in Times of Global Capital Code”
By Mr. Ajar Rab, Partner at Rab & Rab Associates LLP and Ms. Kirpen Dhaliwal, LL.M Candidate at NALSAR Hyderabad and research assistant to Mr. Ajar Rab
The recent judgment of a three-judge bench of the Supreme Court in PASL Wind Solutions Private Ltd.. v. GE Power Conversion India Private Ltd. (“PASL”) is a monumental victory for party autonomy in Indian arbitration. The Supreme Court has upheld the freedom of Indian parties to elect a seat of arbitration outside India, settling the much-debated law on this issue. Permitting two Indian parties to choose a foreign seat is a positive development as it effectively brings the Indian Arbitration and Conciliation Act, 1996 (“Arbitration Act”) in conformity with Article 1(3)(b) of the UNCITRAL Model Law, 1985 (“Model Law”). Article 1(3)(b) of the Model Law adopts a place-centric approach to define ‘international arbitration’. It recognizes the freedom of the parties to determine a place of arbitration outside of the State in which their place of business is situated.
Continue reading “Two Indian Parties Can Pick A Foreign Seat: But What About Substantive Law?”
By Sharvari Manapure and Priya Ganotra, Students at National Law University of Nagpur
The capital market around the globe has been scaling up and the American notion of Special Purpose Acquisition Companies (“SPACs”) has emerged into the limelight for investors. The SPACs are characterized as shell companies incorporated for the sole purpose of raising capital for acquisition of operational target companies without following the traditional process of initial public offering (“IPO”). This makes SPACs the foremost means for the operational target company to go public since the traditional method is often burdened with indirect expenses and delays, and SPAC counters this with quick execution and fewer expenditures. Additionally, SPACs are appealing because they are typically branded by reputed and high-profile founders and experienced management that leverage their expertise and hold credibility to create synergy.
Continue reading “SPACs in India: A Hostile Environment?”
By Sinhani Prem, Student at Jindal Global Law School, and Sukriti Bhagat, Associate at IndusLaw
With an objective of aligning and addressing the on-going issue of promoter/promoter group and requirements in an IPO, Securities and Exchange Board of India’s (SEBI) floated a new consultation paper dated 11 May 2021 and proposed four main changes— (1) Reduction in IPO lock-in periods, (2) Definition of the term ‘promoter group’, (3) Streamlining disclosure requirements of ‘group companies’ under the SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018, (4) replacing the term ‘promoter’ with ‘person in control’. While the replacement of the term ‘promoter’ with ‘persons in control’ seems to receive extensive scrutiny on account of the fundamental implications it may have on boilerplate corporate law principles in the one-tier structure of corporate governance in India, we believe it is also important to delve into the three other proposals within this consultation paper.
Continue reading “SEBI’s Consultation Paper: Streamlining ‘Promoters’ and ‘Promoter Group’ Definition”
By Khyati Tuli and Daksh Mehta, Students at Amity Law School, Delhi
Insolvency and International Commercial Arbitration (“ICA”) are two parallel regimes which tend to converge at various instances. The tribunals, across the world have taken different approaches in relation to continuance of ICA when a parallel insolvency proceeding has commenced in the native state of the entity.
Continue reading “Insolvency and International Commercial Arbitration: Two Distinct Approaches”
By Ashish Kumar and Trishit Kumar Satpati, Students at NMIMS School of Law, Bangalore
The apex court in the case of Government of India vs M/s Borse Brothers Engineers & Contractors Pvt Ltd (“Borse”) held that the delay in the filing of an appeal under section 37 of the Arbitration and Conciliation Act,1996 (“Act”) can be condoned if a sufficient cause is being provided. The earlier limitation of 120 days for filing an appeal was overruled but if a party exceeds the 90 days, then it must give sufficient reasons for such delay in accordance with section 5 of the Limitation Act(“LA”).
Continue reading “Condonation of Delay under Arbitration and Conciliation Act and Commercial Courts Act”