By Archana Balasubramanian Introduction The problem surfaces during legal due diligence for a follow-on transaction. A new lead investor issues a term sheet with conditions. The conditions require simplifying the cap table first. The GC pulls a three-year-old Shareholder Agreement. A minority investor holds a consent right over equity issuances. The company cannot take the... Continue Reading →
By Nitin Jain Section 105 of BNS renders every compliance manual immediately irrelevant. Device seizure signals a criminal investigation, not a regulatory inquiry. The Board's paperwork does not address the Investigating Officer's mandate. The compliance shield shatters at the moment of FIR registration. Criminal exposure for Directors ceased being theoretical after 2024. The shift in... Continue Reading →
By: Nitin Jain Introduction The governance problem in the growing succession battles begins in the boardroom of a high-performing subsidiary or the private office of a family-run holding company. It starts with a commercial request where a branch of the family wants to monetize their stake or a younger member asks for an audit to... Continue Reading →
By Nitin Jain Introduction Parliament passed amendments to the Insolvency and Bankruptcy Code last week. The headlines focused on faster timelines, a new creditor-initiated framework, and long-overdue provisions on group insolvency. For a particular category of business - mid-market companies carrying meaningful receivables exposure to a customer or counterparty, what matters most in those amendments... Continue Reading →
By: Archana Balasubramanian Introduction A Change-in-Law clause is not a guarantee of compensation but is an evidentiary structure that fails the moment a company prioritizes financial certainty over contractual discipline. The Change-in-Law problem does not sit inside a legal debate about constitutional validity because the core struggle is not about whether a law is “fair,”... Continue Reading →
By: Archana Balasubramanian Payment platforms and fintech companies are transitioning from password-based authentication to passkeys, biometrics, and other device-based verification methods. This shift improves security and user experience, but it creates a specific challenge for companies preparing for public listings: existing fraud liability frameworks don't account for the new authentication architecture. SEBI's scrutiny of fintech... Continue Reading →
COMMERCIAL LAW BLOG 