Journal Articles


Corporate Governance- Piercing of the Corporate Veil- Latest Trends

Achint Kaur and Shreya Mishra

In line with this year’s World Economic Forum theme of “Cooperation in a Fragmented World”, in this globalized business economy marked by co-existence and interdependence, with the corporate world witnessing frauds, insider trading and other forms of mismanagement, good corporate governance built upon the tenets of accountability, transparency, participation, fairness and responsibility is the need of the hour and a linchpin for building a high-performance culture. In view of a company being an artificial person having its separate juristic identity, with a perpetual succession, Chief Justice Marshell has rightly said, “A corporation is an artificial being, invisible, intangible, existing only in contemplation of the law. Being a mere creation of law, it possesses only the properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence”


Cite as: Achint Kaur & Shreya Mishra, Corporate Governance- Piercing of the Corporate Veil- Latest Trends, Vol 1(1) IBLR 2023

Competition, Innovation and Inclusive Growth

Dr. Aijaj Ahmed Raj

Innovation is a systemic phenomenon that takes place within an economic environment in which the law has a full role to play. However, no definition of the term innovation has general acceptancy. According to the Oslo Manual definition adopted by the Organization for Economic Co-operation and Development (OECD), “An innovation is the implementation of a new or significantly improved product (good or service), or process, a new marketing method, or a new organisational method in business practices, workplace organisation or external relations”. It is important to note that in the Global Innovation Index (GII) 2017, India is indexed at the 60th position in the adoption of innovative technology. Whereas, Switzerland is at the top position followed by the US is in 4th position, it is also lagged behind by the countries like Ireland (10), South Korea (11) and China (22). 

The relationship between competition and innovation and the policy framework to achieve inclusiveness is multifaceted. While in many cases more competition would help generate better growth outcomes, there are also contexts where limiting competition could be desirable. For instance, unequal distribution of resources among market entities as a result of barriers to entry or the inability of newly developing or underperforming firms can inflict a large cost on the economy in terms of productivity growth. On the other hand, some monopoly power, in the form of intellectual property rights, could be potentially needed to give enough incentives for intellectual property owners to encourage innovation and development, which in turn would lead to overall economic growth.


Cite as: Dr. Aijaj Ahmed Raj, Competition, Innovation and Inclusive Growth, Vol 1(1) IBLR 2023

Break-Fee Clause in Merger and Acquisition Agreements: An Overview

Naman Jain

India has experienced a significant increase in the demand for merger and acquisition activity over the past several decades, as well as for the relevant rules and regulations to control it. According to professionals, these merger and acquisition operations have a significant influence on shareholder interests and, as a result, the whole economic system. In general, these have a great chance to promote and push economic efficiency by permitting interesting improvements in business management and allowing businesses to combine or merge. In addition to helping the affected firm become more cost-effective, a merger or acquisition transaction may promote trade rationalisation, to the benefit of the economy as a whole. This may enable the incorporated firm to achieve gains due to the absence of duplication of expenditures on research and development, redundant production, and various other harmful factors to growth. Currently, these transactions, when completed at the right moment, have the potential to increase shareholder value in addition to providing benefits to society and private parties on top of that. It's exciting that the law may offer a dependable method for determining the legal propriety of activities that could either help or obstruct these transactions.

While the effects of the Pandemic are still being felt in the financial sector, parties are being extra cautious when it comes to M&A Transactions. Therefore, it is essential that actions be done to boost the agreements' level of certainty. A "break fee" is a sum of money that the firm seeking acquisition must pay to potential bidders in the event that certain predetermined and agreed-upon circumstances happen between the signing and closing of the contract that prevent the transaction from going through. Understanding how Break Fee is implemented into M&A deals is important when discussing this area of the law. The paper examines the reasonability test used in the United States as a measuring device because there are no systems in place to control the monetary value of the break fee provision. In order to gain inspiration or ideas for governing such a part of merger and acquisition transactions, this paper discusses how and why break fee agreements are used, how their implementation in other countries is carried out, how India is dealing with it in the current scenario, and what else has occurred in India to date. In light of M&A deals in India, it aims to assess the law supporting the "break fee" provision and compare how it is used in other comparable countries.


Cite as: Naman Jain, Break-Fee Clause in Merger and Acquisition Agreements: An Overview, Vol 1(1) IBLR 2023

Being Cool: Investment Opportunities and Policy Imperatives to Combat Global Warming

Deborshi Barat

Various studies have found that a steady rise in temperatures across India can significantly compromise biological, social, and labour productivity over the long-term, and perhaps by the end of this decade. Further, such heat-related stress upon both population and economy has increased corresponding cooling demands. In this regard, a recent World Bank report attempts to identify opportunities in certain cooling sectors for private investment, such as in respect of: (i) space cooling in buildings, (ii) cold chain and refrigeration, (iii) passenger transport air-conditioning, and (iv) refrigerants.

Nevertheless, such opportunities need to be balanced with the country’s international obligations in connection with hydrochlorofluorocarbons (HCFCs) and hydrofluorocarbons (HFCs), respectively, including under the Montreal Protocol. While HCFCs with ozone depletion potential are poised to be phased out in India by the year 2030, the country recently approved the ratification of the Kigali Amendment pursuant to which the focus will now shift to reducing HFCs.
Although HFCs do not deplete the ozone layer (like HCFCs do), they are potent greenhouse gases which contribute significantly to global warming and exacerbate climate change. Further, the HFC phasedown schedule under the Kigali Amendment is expected to achieve a reduction in carbon dioxide emissions as well with the aim of avoiding a global temperature rise of up to 0.5 degree Celsius by the year 2100.

However, these mitigation strategies remain inadequate for the purpose of reducing global temperatures. Emissions from short-lived climate pollutants (SLCPs) need to be addressed too, and quickly. Innovative investment opportunities, such as through seaweed start-ups that focus on improving bovine feed for the purpose of reducing agricultural methane emissions, could be explored further in the future.


Cite as: Deborshi Barat, Being Cool: Investment Opportunities and Policy Imperatives to Combat Global Warming, Vol 1(1) IBLR 2023

Pre-packaged Insolvency Resolution Process: a tailored mechanism but an effective one?

Ketan Mukhija

The Insolvency and Bankruptcy Code, 2016 (Code) was introduced with an objective to consolidate and amend the laws relating to reorganization and insolvency resolution in a ‘time bound’ manner.  Prior to the enactment thereof, the resolution and revival of a sick, distressed corporate body in India was governed by multiple legislations, due to the multiplicity of which there was considerable lack of coherence in the insolvency regime.  As a result, it was imperative to have a comprehensive, consolidated and streamlined legal framework to deal with the revival of corporate body, which did away with the implementation deficits even as the symbolic existence of laws remained in place. Accordingly and repeatedly so, both the Ministry of Corporate Affairs (MCA) and the Insolvency and Bankruptcy Board of India (IBBI) have emphasized the importance of enacting the Code as an effective mechanism by the stakeholders, of the stakeholders and for the stakeholders.


Cite as: Ketan Mukhija, Pre-packaged Insolvency Resolution Process: a tailored mechanism but an effective one?, Vol 1(1) IBLR 2023

White Collar Crime in India

Shiraz Patodia and Ashish Singh

A series of high-profile financial and corruption scandals since the year 2011 galvanized the Indian anti-corruption movement into action, resulting in increased enforcement activity and legislative actions. Though India has taken strides to achieve the status of a global player yet appears to not have made substantial efforts in improving its ranking in the Corruption Perception Index, recently being ranked at 85. Particularly, these ranking shows no drastic change even in the aftermath of amended provisions concerning corruption and other reporting regulations.


Cite as: Shiraz Patodia & Ashish Singh, White Collar Crime in India, Vol 1(1) IBLR 2023