LIJDLR

PROTECTION OF MINORITY SHAREHOLDERS THROUGH CORPORATE GOVERNANCE REFORMS: A CRITICAL ANALYSIS

Parveen Kumar, Advocate registered in bar council of Haryana and Punjab Chandigarh (India)

This paper aims to discuss the protection of minority shareholders in India, mainly through the prism of corporate governance reforms. The Companies Act 2013 and current corporate governance rules and regulations will be examined to identify mechanisms and remedies for the oppression and mismanagement of minority shareholders. Particular attention will be paid to the provisions of the Companies Act 2013, namely Sections 241-246, the requirements for a petition under Section 244, and the reliefs available from the National Company Law Tribunal (NCLT) under Section 245. In addition, SEBI’s listing and disclosure rules regarding related-party transactions and changes in control are also considered. Using the doctrinal method, this paper analyses actual cases when minority shareholders can and do overcome the difficulties of proving and providing relief from oppression and mismanagement. For example, the famous conflict between Tata and Mistry is considered through the lens of the oppression and mismanagement doctrine. Furthermore, this paper compares India’s approach and its effectiveness in protecting minority shareholders with those of several foreign countries, namely the UK unfair prejudice remedy under Section 994 of the Companies Act 2006 and Australia’s approach of oppression under Section 232 of the Corporations Act 2001. By assessing the relevance of India’s corporate governance and legal framework for minority shareholders, this paper concludes that India has managed to take steps toward balancing the interests of minority and majority shareholders and ensuring the efficiency of the company’s management. However, it still has problems with implementing the current law, which is due to several factors, such as high thresholds for minority shareholders, heavy onus of proof, and a restrictive interpretation of “just and equitable” and oppression. Therefore, this paper proposes to consider steps to reforming corporate law, governance rules, and regulation, and practice to improve the current situation from the perspectives of both minority and majority shareholders. This paper also highlights topics for future research, including an assessment of minority shareholders’ rights and their enforcement, analysis of institutional investors’ behaviour, and examining ESG-related corporate governance reforms on minority shareholders.

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Research Paper LawFoyer International Journal of Doctrinal Legal Research (LIJDLR), Volume 4, Issue 3, Page 987–1034.
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