Section 245 Derivative Suits: Independence, Good Faith, and the Governance Paper Trail That Wins Dismissals

Author: Nitin Jain Independence : Did Deciding Directors Have Conflicts That Compromised Judgment? Derivative petitions often target transactions where board composition raises independence questions. The practical standard for independence in these suits is more demanding than technical definitions: courts look at relationships, incentives, and context that could reasonably affect judgment. The defense is built not... Continue Reading →

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The Section 245 Derivative Action Framework: Building Litigation Defenses Through Board Process Documentation

Author: Nitin Jain The Business Driver: Why Derivative Suits Are Increasing Minority shareholders in Indian listed companies increasingly use Section 245 derivative actions to challenge board decisions that allegedly harmed the company particularly RPT approvals, capital allocation decisions, and governance lapses. The plaintiff bar has developed expertise in these claims, and institutional investors sometimes support... Continue Reading →

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BIRA 91 – Case Study

Background Bira 91 is a prominent Indian craft beer brand, established in 2015 by entrepreneur Ankur Jain, and was manufactured by the entity B9 Beverages Pvt Ltd. The brand quickly disrupted the Indian beer market, standing out for its diverse flavors, contemporary branding, and its focus on urban millennial geographical market. The company was able... Continue Reading →

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Personal Liability for Promoters in ESG Failures: Beyond Corporate Veil Protection

Author: Nitin Jain Twenty years ago, promoters operated with reasonable confidence that corporate form provided liability insulation. Regulatory violations triggered corporate penalties. Shareholder disputes rarely reached personal assets. The corporate veil held. That assumption no longer reflects litigation reality in India, particularly for ESG-related failures. Courts, tribunals, and regulators increasingly pierce corporate protection to impose... Continue Reading →

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The Draft Amendment to the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021

Introduction Due to recent advancements in technology and artificial intelligence there have been numerous incidents of misuse of synthetically generated information like deepfakes, misinformation and other unlawful content. This has caused damages to numerous individuals, violating their privacy and harming various users. Generative artificial intelligence has the ability to create false information infringing on the... Continue Reading →

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ESG Litigation in India: When Promoter Commitments Become Courtroom Evidence

Author: Nitin Jain  Keywords: ESG litigation India, SEBI enforcement ESG, shareholder derivative suits India, promoter liability ESG, securities class action India, greenwashing litigation Meta Description: ESG misstatements are triggering shareholder litigation, SEBI enforcement, and promoter liability in India. A disputes partner examines the litigation risks behind corporate ESG commitments. In the two decades that I've... Continue Reading →

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