India’s import of the shadow director test, judicially narrowed by an unwarranted impropriety filter, undermines accountability.

The first part of the blog will establish the English jurisprudential benchmark, tracing the evolution of the shadow director test from the rigid “puppet master” standard in Re Hydrodam (Corby) Ltd to the more pragmatic “real influence” test in Secretary of State for Trade and Industry v. Deverell.

The balancing or “sliding scale” approach in Sequana is necessarily indeterminate, but such flexibility is preferable in the sphere of directors’ duties.

The regulatory ambiguity surrounding buy-back transactions by FOCCs exposes significant gaps in India’s capital market governance.

SEBI’s consultation paper provides a forward-looking approach to ease compliance, maintain uniform standards, and reduce redundant disclosure norms within which the RPTs operate.

The circular marks an important shift in regulating off-market transfers of unlisted shares, aligning procedural norms with the mandates of the Companies Act 2013.

The significant influence of hedge fund activists in the M&A regime have significantly altered the corporate governance in India. While they provide mechanism for key deals to go through, they are also able to suppress minority voices in a company which can take the form of their parochial focus on short-term profit maximization.

The fragmented jurisprudence following the Shriram case, where tribunals stepped in to harmonize overlapping statutes, underscores the urgent need for regulatory clarity. Given the legislative silence on cross-sector mergers and the potential risks identified by IRDAI, a forward-looking solution should be regulatory.

Corporate strategy, financial intelligence, and regulatory discipline interact cautiously in the CCD ecosystem. Companies must view CCD transactions as long-term commitments to governance, transparency, and shareholder fairness rather than just as capital-raising activities.

The author argues that the Indian position of barring arbitration for O&M suits should be relaxed for the few companies that have been recognized by courts as quasi-partnerships.

The regulatory focus on transparency related to beneficial ownership is not an episodic event but rather a fundamental change to how corporate governance is constructed globally. Enforcement actions in India signal that regulators are serious about this shift and are committed to it going forward.

This blog analyses the merger process under the new rules while comparing it with the process under older regulations,

The extension of Section 241 of Companies Act to LLPs represents a crucial step in addressing the current inadequacies in legal protection.

SEBI has disallowed any form of equity crowdfunding. Given the evolving market landscape, this regulatory approach must be revisited.

The tribunal’s stance to reject Philips’ application for capital reduction reflects a restrictive and flawed interpretation of the law.

The codification of the BJR would balance judicial interference with independence in corporate decision-making.

This post examines the requirement of being a ‘member’ to maintain oppression and mismanagement petitions.

The authors conclude that the dictum is prone to irony and contradicts the objectives of the IBC.

A stable and predictable regulatory framework for the exit rights of PE investors is crucial for fostering investor confidence.

MCA streamlines and simplifies the regulatory framework for transnational mergers.

This article explores the rise of SPACs, their potential advantages and challenges in the Indian context.

To realise the promise of independent directors, strict legislation, improved training and cultural shifts in boardroom dynamics are needed.

The SC ruling helps the purpose of transparency and accountability, but there is scope for improvement on the corporate political spending.

NCLT must evolve to address the complexities of family-owned businesses, recognizing the impact of family dynamics on corporate governance.