India does not have one disclosure gap above Tata Sons. It has two disclosure regimes that were each built to answer a different question; company law asks who controls, securities law asks what happened. Neither could have been possibly designed having a multi-tier, trust-controlled, unlisted promoter sitting above a listed group in mind.

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.