To win over proxy wars (in the case of takeover bids), where the corporate board or equity holders meetings are exposed to proxy wars, the directors have to adopt strategies based on the steps given below: Collection of material information Construction of proxy fight team Mass contact with shareholders Board of Directors of a company while facing a takeover bid have to work hard to defeat such a bid. Therefore they should collect all possible information about the affairs of their own company, competitors, the takeover — bidder and the opponents. Particularly the management of a company with small holdings on their board face stiff problem. In that case the only remedy is to allow board members to increase shareholdings. To face the opponents, the board must use all the material information available for their defense. The proxy fight team includes experts and persons of experience to help the managementContinue reading
Business Law
Meaning of Proxy Battles
Proxy battles take place when the agenda items at the meeting are likely to be opposed by dissident equity shareholders. Management of the company collect proxies to face these opponents in the meetings of the Board of Directors as well as shareholders. Meaning of Proxy Proxy is defined as a vote in deciding corporate issues in meetings and determining elections. Section 176 of the Companies Act, 1956 deals with the meaning, use and disposition of proxy, Section 176 is reproduced below: “176. Proxies — (1) Any members of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another and vote instead of himself; but a proxy so appointed shall not any right to speak at the meeting: Provided that, unless the articles otherwise provide: (a) this subsection shall not apply in the case of a company not havingContinue reading
Steps implemented by Companies Act with regard to Corporate Governance
The Ministry of Company Affairs appointed various committees on the subject of corporate governance which lead to the amendment of the companies Act in 2000. These amendments aimed at increasing transparency and accountabilities of the Board of Directors in the management of the company, thereby ensuring good corporate governance. The dealt with the following: 1. COMPLIANCE WITH ACCOUNTING STANDARDS — SECTION 210A As per this subsection inserted by the Companies Act, every profit and loss account and balance sheet of the company shall comply with the accounting standards. The compliance of Indian Accounting standards was made mandatory and the provisions for setting up of National Committee on accounting standards were incorporated in the Act. 2. INVESTORS EDUCATION AND PROTECTION FUND — SECTION 205C This section was inserted by the Companies Act 1999which provides that the central government shall establish a fund called the Investor Education and protectionContinue reading
Corporate Governance and Clause 49 of the Listing Agreement
SEBI revise Clause 49 of the Listing Agreement pertaining to corporate governance vide circular date October 29th, 2004, which superseded all other earlier circulars issued by SEBI on this subject. All existing listed companies were required to comply with the provisions of the new clause by 31st December 2005. The major provisions included in the new Clause 49 are: The board will lay down a code of conduct for all board members and senior management of the company to compulsorily follow. The CEO an CFO will certify the financial statements and cash flow statements of the company. If while preparing financial statements, the company follows a treatment that is different from that prescribed in the accounting standards, it must disclose this in the financial statements, and the management should also provide an explanation for doing so in the corporate governance report of the annual report. The company will haveContinue reading
Laws governing merger in India
Various Laws governing merger in India are as follows: 1. Indian Companies Act, 1956 This has provisions specifically dealing with the amalgamation of a company or certain other entities with similar status. The most common form of merger involves as elaborate but time-bound procedure under sections 391 to 396 of the Act. Powers in respect of these matters were with High Court (usually called Company Court). These powers are being transferred to National Company Law Tribunal (NCLT) by companies (second Amendment) Act, 2002. The Compromise, arrangement and Amalgamation/reconstruction require approval of NCLT while the sale of shares to Transferee Company does not require approval of NCLT. Sec 390 This section provides that “The expression ‘arrangement’ includes a reorganization of the share capital of the company by the consolidation of shares of different classes, or by the division of shares into shares of different classes, or by both these methods” SecContinue reading
SEBI (Substantial Acquisition of Shares and Takeover) Regulations Act, 1997
On the basis of recommendations of the Committee, the SEBI announced on Febuary20, 1997, the revised take over code as Securities and Exchange Board of India (Substantial Acquisitions of shares and Takeovers) Regulations, 1997. The objective of these regulations has been to provide an orderly framework within which substantial acquisitions and takeovers can take place. The salient features of this new takeover code (Regulations, 1997) may be enumerated as follows: i.Any person, who holds more than 5% shares or voting rights in any company, shall within two months of notification of these Regulation disclose his aggregate shareholding in that company, to the company which in turn, shall disclose to all the stock exchanges on which the shares of the company are listed, the aggregate number of shares held by each such person. ii.Any acquirer, who acquires shares or voting rights which (taken together with shares or voting rights, if any,Continue reading