Regulating Squeeze-Outs in India: A Comparative Perspective

• Autores: Vikramaditya Khanna, Umakanth Varottil
• Localización: American journal of comparative law, ISSN 0002-919X, Nº. 4, 2015, págs. 1009-1051
• Idioma: inglés
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• Resumen

  • Squeeze-outs are both visible and palpable manifestations of a controlling shareholder's raw power within the corporate machinery—the ability to openly force minority shareholders to exit the company by accepting a certain price for their shares. Yet, squeeze-outs can be value enhancing at times due to the benefits of enabling the controller to acquire the entire company. Perhaps due to this rather conflicted and dramatic background, squeeze-out regulation takes on varying hues across multiple jurisdictions. In this Article, we analyze the regulation of squeeze-outs from a comparative perspective, with India as the primary frame of reference. In India, the controllers can choose among several available transaction structures to implement a squeeze-out. These include the compulsory acquisition mechanism, scheme of arrangement, and reduction of capital. Unsurprisingly, the structure most commonly used by controllers is the reduction of capital, which provides the least protection to minority shareholders. After analyzing the level of minority protection in a squeeze-out in India, we explore potential reforms by examining how other jurisdictions such as the United States, Germany, and the United Kingdom regulate these transactions. The goal is to examine which approach (or combination of approaches) may present attractive options for India. Drawing from these other jurisdictions, we suggest reforms for the regulation of squeeze-outs in India. Given the institutional landscape and ground realities in India, we conclude that it is more effective to protect minorities by reducing reliance on court decisions and instead increasing reliance on regulatory enforcement that grants greater decision-making powers to independent boards and to the minorities themselves.