Indian Takeover Regulation - Under Reformed and Over Modified

IIM Working Paper No. 2009-11-06

13 Pages Posted: 4 Dec 2009

See all articles by Sandeep Parekh

Sandeep Parekh

Finsec Law Advisors; Indian Institute of Management, Ahmedabad

Date Written: November 30, 2009


The takeover of substantial number of shares, voting rights or control in a listed Indian company attracts the provision of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997. The regulations have been amended nearly 20 times since inception, though the amendments have mainly concentrated on areas which needed no amendment. At the same time a vast number of obvious problems have not been rectified in the regulations. The large number of amendments have also created requirement of a compulsory tender offer of such unnecessary complexity as to make it virtually unintelligible to even a well qualified professional.

This paper argues that the complexity in the trigger points for disclosure and tender offer introduced over the years lacks a philosophy, and most of the amendments can not only be deleted but a very simple structure can be introduced making compliance of the regulations straight forward and easy to understand by management of listed companies. Certain other areas which need amendments have also been discussed. Chief amongst these are the provisions relating to consolidation of holdings, conditional tender offers, hostility to hostile acquisitions, definitional oddities, payment of control premium in the guise of non compete fees, treatment of differential voting rights, treatment of Global Depository Receipts and disclosure enhancements.

This paper does not try to portray a particular combination of numbers as the best possible set of trigger points and compulsory acquisition numbers but advocates that whatever numbers are adopted should not be changed for several decades. Arguments that state that the changing economic condition requires constant changes with these numbers, it is argued is wrong.

Keywords: Indian, Takeover regulations, SAST, SEBI, Securities and Exchange Board of India, Substantial acquisition of shares and takeovers, regulations, hostile acquisition

Suggested Citation

Parekh, Sandeep, Indian Takeover Regulation - Under Reformed and Over Modified (November 30, 2009). IIM Working Paper No. 2009-11-06, Available at SSRN: or

Sandeep Parekh (Contact Author)

Finsec Law Advisors ( email )

709 Raheja Centre, Free Press Journal Road
Nariman Point
Mumbai, Maharashtra 400021
91 22 43470750 (Phone)


Indian Institute of Management, Ahmedabad ( email )

Ahmedabad, Gujarat 380 015
91 79 66324000 (Phone)


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