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October 2017

Corporate Amicus: August 2017

Article

Mega merger in insurance on hold – A closer look By Kanika Shukla

The complexity surrounding transactions in mergers and acquisitions can never be under-estimated. Such transactions undergo a prodigious milieu, which involves discussions, proposals, negotiations and most importantly, regulatory approvals. The article provides an overview and analysis of the key reasons behind the decision to put on hold the proposed merger between HDFC Life and Max Life, which would have been the largest M&A transaction in the Indian insurance sector. Discussing the structure and rationale of the merger, including the Section 35 of the Insurance Act, 1938 which was the main bone of contention stalling the deal, the author concludes that there is lack of precedents in India as opposed to developed markets which have already had their experiences with complex M&As...

 

Notifications & Circulars

  • Mandatory rotation of Auditors/Audit Firms relaxed enabling more private companies to be eligible for this exemption - Companies (Audit and Auditors) Rules, 2014 amended
  • Code for Independent Directors – Schedule IV of Companies Act amended to reduce time-period for replacement of Director
  • Independent Directors – Requirement for specific classes of unlisted public companies, relaxed - Companies (Appointment and Qualification of Directors) Rules, 2014 amended
  • Reporting requirements for private companies – MCA clarifies
  • SEBI introduces online system for filing by Foreign Venture Capital Investors, Real Estate Investment Trusts and Infrastructure Investment Trusts, and Alternative Investment Funds

 

Ratio decidendi

  • Timelines for insolvency resolution under Insolvency and Bankruptcy Code, 2016 cannot be ignored, unless sufficient reasons exist for the same and are recorded in writing – NCLAT
  • Petition to initiate insolvency resolution process not maintainable if company has already filed a suit before a foreign court – NCLT

 

August, 2017/Issue-71 August, 2017/Issue-71

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