Shubham Gupta, 4th year law student, Nirma University
*Originally published on India Corp Law
The Securities and Exchange Board of India (SEBI) has elucidated its position with the respect to the extra-territorial application of its corporate governance norms. In a recent informal guidance in the matter of KCP Limited, SEBI interpreted regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). The provision stipulates that an independent director of a listed company is to be appointed on the board of directors of an unlisted material subsidiary, whether incorporated in India or not. SEBI found that the provision needs to be adhered to extra-territorially if a foreign subsidiary’s home jurisdiction does not prohibit the compliance thereof. This post seeks to analyze the regulator’s approach towards the extra-territorial application of corporate governance norms.
Continue reading “Extraterritorial Compliance with Corporate Governance Norms”
Abhishek Tripathy, a 4th year student at the Institute of Law, Nirma University.
The Personal Data Protection Bill, 2019 as introduced in Lok Sabha has been referred to a Joint Parliamentary Committee of both the Houses, under the Chairperson of Smt. Meenakshi Lekhi for further evaluation. It has to be noted that this bill is not the same as the Draft Personal Data Protection Bill, 2018 which was made public by the Srikrishna Committee last year. The bill which is most likely to be placed in the winter session is expected to have certain changes especially with regards to the data localization norms. The bill will mark the way for a new data protection regime in India.
Continue reading “Tracking the Data Protection Regime in India”
Shubham Gupta, a 4th year student the Institute of Law, Nirma University.
In the recent Adjudication officer (‘AO’) order dated on 31st December2019, SEBI took a stand that it can proceed with the adjudication proceedings against a company even though the company is under liquidation. This stand is inconsistent with the approach adopted by SEBI till now and is likely to be non-est. in law.
Continue reading “SEBI swerved on non-interference in Winding Up matters”
Shubham Gupta, a 4th year law student at the Institute of Law, Nirma University, Ahmedabad
Continue reading “SEBI Engulfs Non-Monetary Transactions – Extending tThe Scope of Material Financial Relationships”
In the recent informal guidance dated 6th Jan. 2020 in Gujarat State Petronet Ltd., the SEBI, in response to the interpretative letter, has clarified that even non-monetary transactions are within the scope of material financial relationships. Clause 14 of Schedule B of SEBI (PIT) (Amendment) Regulations, 2018 stipulates that all designated persons in a company are required to disclose the details of those persons with whom they share a “material financial relationship”. Bringing non-monetary transactions within the ambit of material financial relationship – may have far-reaching unintended consequences and senior executives may be stretched into the blanket of violation easily. This article seeks to analyze the informal guidance issued by SEBI, and emphasizing the needs of the industry.
Shubham Gupta, a 4th year law student at the Institute of Law, Nirma University
*Orginally published at Taxmann.com
In 2019, the Indian financial market has confronted many climacteric corporate issues like IL & FS, DHFL, Tata- Mistry, Infosys, etc. which appeal for a change in dynamics of corporate governance and compliance culture. In this regard, regulators and government bodies relentlessly fosters to adopt better compliance practices across the world. One of such advent interventions, the capital market regulator, SEBI vouched for separation of position of chairman and CEOs/ managing directors – which, in turn would cultivate a corporate democracy.Separation of position and roles of the chairman of board and CEOs/Managing directors is assumed on the basis that the management look over the affairs of the company whereas the board supervises the management, on behalf of the shareholders of the company. Essentially, this demand a non-aligned interest between the board and the management to have effective governance and management.
Continue reading “Splitting CEO’s Duality role: The landscape to independent Board Leadership ?”
Shubham Gupta, a 4th year Student at Institute of Law, Nirma University, Ahmedabad.
Continue reading “SEBI releases a Discussion paper on Regulatory Sandbox”
SEBI realized FinTech potential in effectuating investor protection and promoting the security market, SEBI releases a discussion paper on “Regulatory Sandbox” to boost development and adoption of FinTech solutions in the securities market. Regulatory Sandbox is a live testing environment where products, processes, services or business models can be deployed on a limited set of eligible customers for a certain period having exemption or relaxation from SEBI regulations and guidelines. Earlier this month, SEBI had proposed ‘Innovation Sandbox’ which was lubricated at providing information to FinTech companies which could not have been readily available to them, to enable their innovation on historical data in a closed system having regard to anonymity to promote innovation in the securities market before actually testing in a live environment on real customers. However, market players were concerned about the scope of its applicability to SEBI rules, to what extent exemptions may be granted. Thus, a notion of confusion had flown among market players and thus demanded a lot of clarity on the same.
This article is authored by Shubham Gupta, a 4th-year law student at Institute of Law, Nirma University, Ahmedabad
Insider trading is a serious white-collar crime in India. Insiders tend to manipulate the market movement by having the unpublished price sensitive information (UPSI) over the information available in the public domain. However, in India, certain aspects of USPI are still brusque and obscured in SEBI (PIT) 2015. In SEBI (PIT) 2015, the materiality of information is a key determinant factor that catalyzes insider trading. However, when the part of the non-material information is wiped out from an insider to an analyst which if collated with the generally available information would make the analyst in possession of Unpublished Price Sensitive Information,
Continue reading “InsiderTrading Regime in India: Relevance of Mosaic Theory”