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7TH NATIONAL GST SUMMIT AND AWARDS 2024

@2999

Digital Course On Prevention Of Oppression & Mismanagement: A Way Forward To Effective Corporate Governance – Session 2

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Date and Time:

July 27, 2020 5:00 PM - 6:30 PM

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Description

Session 2 – The Battle From the Boardroom To The Courtroom (Part1)
Introduction
·         Introduction & brief overview of Session 1
Overview
·         Meaning of oppression and mismanagement and difference between the two – basics of oppressive acts and mismanagement.
·         Do directors owe any fiduciary duty to shareholders?
·         Understanding the need to protect minority interests and brief overview of legislative framework:
  • Section 241 of the Companies Act, 2013
  • Section 242 of the Companies Act, 2013
  • Section 244 of the Companies Act, 2013
  • Section 245 of the Companies Act, 2013
  •  Section 246 of the Companies Act, 2013
·         Actions which have generally been considered oppressive:
  • Does rising of capital or issuance of shares amount to O&M?
  • Whether an intentional delay in dispatching notices is oppressive?
  • Does breach of contractual obligations amount to O&M?
  • Will disputes relating to inheritance or title of shares be covered under an O&M action?
·         Who can bring a claim for oppression and mismanagement?
·         Who is the claim filed against?
·         Grounds for bringing a claim for oppression and mismanagement
Forum for O&M Actions
·         NCLT/Courts
  • What reliefs can be granted by the NCLT?
  • Inherent powers of the Courts
·         Arbitrability of O&M
  • Rakesh Malhotra v. Rajinder Malhotra
  • Haryana Telecom Ltd. v. Sterlite Industries
  • Surendra Kumar Dhawan v. R. Vir & Ors.
  • O.P Gupta v. Shiv General Finance (P) Ltd. and Ors.
  • Sumitomo Corporation vs CDC Financial Services (Mauritius Ltd.) and Ors
Protecting the company from oppression and mismanagement claims
·         Understanding the company’s role as necessary party.

General tips on actions the company may take to prevent oppression and mismanagement claims


Thought Leader:-
 
 
·         Ankoosh Mehta
            Partner
           Cyril Amarchand Mangaldas
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