RGNUL Successful Publication of the Fourth Edition of the RBS on ‘Mergers and Acquisitions’
RGNUL’s Successful Publication of the Fourth Edition of the RBS on ‘Mergers and Acquisitions’
Background:
The Rajiv Gandhi National University of Law (RGNUL) has been at the forefront of legal scholarship and research in India. The Research Bulletin Series (RBS) is one of its flagship publications aimed at providing comprehensive academic insights into contemporary legal topics.
The Fourth Edition of the RBS focused on ‘Mergers and Acquisitions’ (M&A) — a crucial and dynamic area of corporate law involving the consolidation or transfer of ownership and control of companies.
Importance of the Publication:
Comprehensive Scholarship:
The edition offers an in-depth analysis of the legal, regulatory, and economic aspects of M&A in India.
Current Legal Framework:
It discusses the latest statutory provisions, regulations, and judicial decisions affecting M&A transactions.
Academic and Practical Utility:
Serves as a resource for students, scholars, practitioners, and policymakers dealing with corporate restructuring.
Legal Framework Governing Mergers and Acquisitions in India:
Companies Act, 2013
Sections 230 to 240 deal with compromises, arrangements, and mergers.
Provides procedural guidelines for the approval of mergers and schemes of arrangement.
Competition Act, 2002
Overseen by the Competition Commission of India (CCI).
Regulates combinations (including mergers and acquisitions) to prevent anti-competitive practices.
Securities and Exchange Board of India (SEBI) Regulations
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 regulate takeovers and acquisitions of listed companies.
Insolvency and Bankruptcy Code (IBC), 2016
Facilitates resolution of corporate insolvency, including mergers and acquisitions during restructuring.
Landmark Cases on Mergers and Acquisitions
1. Salgaonkar Engineering Works Pvt. Ltd. v. Gopal Bhargava (1995) 3 SCC 280
The Supreme Court examined the principles governing schemes of arrangement and mergers under company law.
2. Subramanian Swamy v. Union of India (2016) 7 SCC 221
Addressed SEBI takeover regulations, emphasizing fair treatment of shareholders and the need for transparency in acquisitions.
3. Competition Commission of India v. Steel Authority of India Ltd. (2019) 8 SCC 497
Reiterated the importance of CCI approval to prevent anti-competitive mergers.
4. Daimler Chrysler India (P) Ltd. v. Industrial Development Bank of India Ltd. (2003) 3 SCC 1
Highlighted the role of the courts in scrutinizing mergers to ensure compliance with legal provisions.
5. Cement Corporation of India Ltd. v. Union of India (2017) 2 SCC 522
Discussed the balance between government policy and corporate restructuring.
Key Themes Likely Covered in the RBS Edition
Legal Procedures for Mergers:
Steps involved in obtaining court approval, shareholder meetings, and regulatory clearances.
Role of Regulatory Authorities:
Detailed analysis of CCI, SEBI, and Ministry of Corporate Affairs (MCA) roles.
Cross-Border Mergers:
Addressing challenges and legal compliance for foreign entities.
Taxation and Financial Considerations:
Impact of mergers on tax liabilities and accounting practices.
Judicial Interpretation:
How courts have shaped the understanding of mergers and acquisitions.
Significance of RGNUL’s Publication
Promotes legal research and awareness in a rapidly evolving corporate law field.
Helps bridge the gap between academic theory and corporate practice.
Supports law reform discussions by analyzing recent developments and challenges.
Encourages interdisciplinary approaches involving economics, business, and law.
Summary:
The fourth edition of RGNUL’s RBS on ‘Mergers and Acquisitions’ is a valuable scholarly contribution providing a holistic view of M&A laws and practices in India. It contextualizes the dynamic regulatory landscape, landmark judicial decisions, and practical challenges faced by corporates, thereby serving as an essential resource for legal practitioners, students, and policymakers alike.
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