Category: Commercial Laws

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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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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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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The wave of e-nomination – From Banking to Succession

With the introduction of the Banking Companies (Nomination) Rules, 20251(Rules), the government aims to create a robust mechanism to streamline the process for nominating beneficiaries for bank deposits, articles in safe custody, and safety lockers held by banking companies across India. The rules significantly modernize the existing system through the incorporation of digital authentication, thereby... Continue Reading →

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Promoters and ESG: The New Non-Negotiable in India’s Capital Markets

Author: Archana Balasubramanian For decades, promoters preparing for initial public offerings focused on financial metrics, operational scale, and market positioning. The implicit understanding was simple: deliver strong earnings growth, maintain clean audits, and manage stakeholder relationships. The rest would fall into place. That calculus has fundamentally changed. Today's capital markets—particularly in India where regulatory evolution... Continue Reading →

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