From Process to Proof: Audit Committee Architecture, Securities-Grade Drafting, and Disclosure that Deters RPT Litigation

Author: Archana Balasubramanian Pre-IPO reorganisation work does not end with forensic RPT analysis and valuation-backed restructuring. To withstand post-listing scrutiny, companies must convert independence, fairness, and arms-length intent into provable governance through audit committee architecture, decision-trail documentation, securities-grade transaction drafting, and a transparent prospectus disclosure strategy. This is how you reduce the probability of derivative... Continue Reading →

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Pre-IPO Reorganisations: How to Eliminate Post-Listing RPT Litigation Narratives Before They Start

Author: Archana Balasubramanian Late-stage companies approaching IPO often discover their corporate structures, optimised for operational efficiency during growth phase, create related party transaction exposures that institutional investors and minority shareholders will challenge post-listing. The instinct is to defer restructuring until after raising capital. This instinct, while financially understandable, creates legal risks that vastly exceed the... Continue Reading →

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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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