NLIU Journal of Business Laws Volume 6

6 NLIU J. B. Law (2026)

From the Desk of Editor-In-Chief Prof. (Dr.) Ghayur Alam

Fast Deals, Fair Deals? Assessing India’s Related Party Transaction Threshold Reforms

Reconciling South Asian Tax Incentives With the OECD Global Minimum Tax: An Analysis

By Diya Vaishnav and Tejas Sateesha Hinder

[A shorter and less developed version of some of the ideas presented in this article was previously published on the Oxford Business Law Blog.]

The regulation of Related-Party Transactions (RPTs) serves as a cornerstone of the corporate governance framework in India, especially due to the high risk of conflicts of interest in companies dominated by promoters. This article addresses the specific problem of whether recent proposals by the Securities and Exchange Board of India (SEBI) to increase materiality thresholds for RPTs, which are designed to simplify compliance, actually reduce regulatory scrutiny. The paper argues that these higher limits may encourage transaction structuring that favors large conglomerates at the expense of minority shareholders. Furthermore, it examines the Ministry of Corporate Affairs (MCA) fast-track merger framework under Section 233 of the Companies Act, 2013, to assess whether the emphasis on procedural speed undermines substantive fairness. To address these risks, the paper conducts a thorough cross-jurisdictional analysis of the percentage ratio tests in the United Kingdom, the “entire fairness” standard in Delaware, the shareholder rights regime of the European Union, and the governance models for family-controlled groups in Singapore and Hong Kong. The study finds that fragmented oversight between SEBI and the MCA currently weakens institutional accountability. The article concludes that India is at a crossroads between a shareholder-centric European model of prior empowerment and a fiduciary-based Delaware model of judicial review. It recommends a roadmap for regulatory harmonization between SEBI and the MCA, focusing on the role of independent directors and the balance between disclosure and enforcement. These refinements are necessary to maintain market integrity in the governance landscape after 2025.

By Alisha Ahuja and Ananya Joshi

This paper examines how the 15% global minimum effective tax rate introduced by the Organisation for Economic Co-operation and Development (OECD) Pillar Two Rules affects the fiscal policies of developing nations. The primary problem addressed is the conflict between this new global standard and the traditional tax incentives, such as Special Economic Zone benefits and tax holidays, that South Asian nations use to attract Foreign Direct Investment (FDI). Countries including India, Pakistan, Bangladesh, Sri Lanka, Nepal, and the Maldives face the risk that the Global Minimum Tax (GMT) will render their domestic incentives counterproductive, as the tax revenue may instead be collected by the home jurisdictions of Multinational Enterprises (MNEs).To address these challenges, the article performs a comparative policy analysis across South Asian jurisdictions and draws lessons from proactive regulatory frameworks adopted in Southeast Asia and Africa. The study finds that ambiguities in taxation frameworks and administrative capacity challenges could undermine fair taxation and regional competitiveness. The article concludes that South Asian economies must adopt a phased implementation strategy centered on the Qualified Domestic Minimum Top-up Tax (QDMTT). This mechanism ensures that tax revenue remains within the host country while aligning with international standards.Furthermore, it recommends a transition from corporate tax exemptions to non-tax incentives and infrastructure development to remain attractive to investors. These reforms are essential for market integrity in the post-2025 international tax landscape.

The Need to Revisit the ‘Relevant Market’ Definition for the E-Commerce Sector

From Compliance to Complexity: A Deep Dive Into ROC’s Approach in Identifying Significant Beneficial Ownership

By Pranav Bharghav

In competition law, antitrust authorities must first delineate the relevant market by identifying the relevant product market and the relevant geographic market, so that they can accurately assess the competitive domain within which the allegedly anti-competitive conduct operates. In India, while determining the ‘relevant market’ in antitrust matters concerning e-commerce retail, the Competition Commission of India (“CCI”) has issued contrasting orders: earlier decisions treated online retail and physical retail as part of the same broader relevant market (as alternative distribution channels), whereas more recent orders have delineated narrower, separate and distinct online and offline relevant markets. This article examines whether this shift is consistent with judicially established competition law principles and the statutory emphasis on demand-side product substitutability under the Competition Act, 2002. It critiques the Commission’s recent narrow approach by applying established market-definition tests, including the Small but Significant NonTransitory Increase in Price (“SSNIP”) test, to assess whether consumers would switch between online and offline channels in response to a small but significant price increase. The article finds that the recent narrow approach can underweight demandside substitutability and thus mis-delineate the relevant market, leading to an erroneous assessment of market power and the alleged anti-competitive practices. It therefore advocates a more dynamic approach to market definition that, absent evidence of materially higher switching costs or other constraints defeating substitution, recognises competitive constraints across online and offline retail, promoting fair competition without chilling growth in India’s e-commerce sector.

By Khushie Jain and Ayush Solanki

Significant Beneficial Ownership (“SBO”) disclosures make for the cornerstone of compliance under company law to ensure unethical practices of illicit money laundering and terror financing do not circumvent scrutiny behind inconspicuous business structures. While the need for disclosures cannot be understated, it is vital that regulations do not unfairly burden companies for defaults by erring and unaware shareholders. Legislative efforts therefore become vital in striking a balance between the rights, roles and responsibilities of the parties involved. However, there has been a trend of Registrar of Companies (“RoC”) rulings that overarch beyond their scope, alongside bench-to-bench inconsistency in identifying Significant Beneficial Owners (“SBOs”). The authors analyse the efficacy of the existing statutory framework in India through a doctrinal assessment of the disclosure and identification regime, a critical analysis of representative RoC approaches, and a comparative evaluation vis-a-vis other regimes and international standards to contextualise the gaps that provide leeway to enablers. It highlights how the ever-blurry landscape of corporate governance has become more opaque, increasing the compliance burden of companies without offering sufficient clarity to navigate. It illustrates how ambiguity in regulations and perilous precedent could hamper Ease of Doing Business in India, hindering both domestic and foreign investment. The article concludes by advocating a reform-centric, standardised approach to streamline identification criteria, while also providing constructive compliance measures that companies may adopt to secure themselves from regulatory action, alongside collaborative efforts between stakeholders to secure the interests of the community at large.

Regulatory Gaps in Protecting Subsidiary Autonomy in Share-Swap Acquisitions in India

Corporate Opportunity Doctrine and Section 166(4) of the Companies Act: An Indian Framework

By Saurish Mukherjee

The paper explores the challenges to the autonomy of subsidiary companies in share-swap based acquisitions in India, that utilize its shares for acquiring shares of a target company. The legal principles deem that subsidiaries are independent of their holding companies; however, there have been various instances that reveal the influence of holding companies in the operations of the subsidiaries due to their significant voting power in the organization and/or control over board. The paper adopts a doctrinal analysis and analyses the recent regulatory relaxations in the corporate jurisprudence under the Foreign Exchange Management (“FEMA”) (Non-debt Instruments) Rules 2024, bringing the potential to disregard the interests of the subsidiaries as it boosts share-swap transactions for acquisitions. The regulations provide mechanisms that can unilaterally alter the control in the subsidiary at the sole discretion of the holding company without the involvement of the subsidiary. The paper addresses the challenges that the holding companies face when using subsidiary shares for acquisitions that can unilaterally alter control and undermine subsidiary autonomy. The recent relaxations in the legislation increase this risk. . It underscores the potential misuse of regulatory relaxations in undermining the subsidiary’s autonomy due to the inadequacy of existing governance structures to mitigate the risks efficiently. It explores the practical and theoretical dimensions of subsidiary autonomy erosion under the present regulations. It concludes that the current regulatory framework and the recent relaxations do not adequately protect subsidiary autonomy and allow unilateral control changes, and lead to valuation abuse. The paper therefore argues for targeted reforms, including strengthened board-level protections, restoration of related-party safeguards in private companies, and mandatory stakeholder participation when subsidiary shares are used as acquisition currency.

By Dhruv Mehta and Talluri Sai Sreekari

A significant problem is achieving a balance between the director’s entrepreneurial spirit and assuring his or her unwavering allegiance to the company. The rigorous purity of the director’s responsibility to avoid instances of conflict between personal interests and business welfare must be modified in a changing commercial setting. The corporate opportunity doctrine (“COD”) is a common law doctrine that restricts the power of a corporate fiduciary to seek new business possibilities independently without first proposing them to the corporation. In India, despite general fiduciary duties under Section 166(4) of the Companies Act 2013, the corporate opportunity doctrine remains under-defined and seldom addressed in case-law. This paper presents a thorough analysis of the doctrine of corporate opportunity in India and reviews the jurisprudence concerning the doctrine in the United States and the United Kingdom. Part 1 of the paper highlights the test adopted by Delaware Courts concerning the doctrine and provides a critique of the same. Part 2 addresses the approach adopted by Courts in the United Kingdom and critiques it. Part 3 analyses the approach adopted by Indian Courts concerning the doctrine and critiques the approach adopted by the Court. Part 4 provides suggestions as well as a theoretical structure or alternative approach that should be adopted by India. The paper concludes by demonstrating why Indian courts should pay more attention to concerns concerning directors’ fiduciary obligation and the * The authors are final year students at Jindal Global Law School. doctrine of corporate opportunity. It proposes a structured fourduty framework and statutory amendments and concludes by advocating that India, in light of changing circumstances, should adopt a wider interpretation of Section 166(4) of the Companies Act, 2013.

Traversing AI and Competition Regulation in the Everchanging Digital Era

Decoding Discretion: The CCI’s Approach to Lenien Under the 2024 Regulations

By Rahul Ranjan and Archisman Chatterjee

This paper examines the challenges posed by Artificial Intelligence (“AI”) to competition regulation in India’s digital markets. Market competition has long been central to consumer welfare and the maintenance of a level playing field. However, the increasing reliance of enterprises on AI, particularly pricing algorithms and machine learning systems, has transformed traditional competitive dynamics and introduced new forms of anti-competitive risk. The integration of algorithmic systems across business processes complicates the detection and assessment of collusion, self-preferencing, and coordinated conduct, thereby exposing structural limitations within the existing regulatory framework. The paper explores how AI-driven practices interact with the framework of the Competition Act, 2002 (“Act”), with particular focus on self-preferencing by dominant platforms, classic digital cartels facilitated through pricing algorithms, hub-and-spoke arrangements involving technological intermediaries, and the possibility of tacit collusion through machine learning systems (“ML”). It critically evaluates the adequacy of the Competition Commission of India’s (“CCI”) existing enforcement approach in addressing these emerging challenges and identifies doctrinal and evidentiary gaps in the regulation of algorithmic conduct. These concerns are considered alongside regulatory developments in jurisdictions such as the United States and the European Union (“EU”). After identifying shortcomings in the Indian framework, the paper proposes structured reforms, including the adoption of an effect-based approach to self-preferencing, enhanced transparency and disclosure obligations for AI deployment, risk-based compliance mechanisms, * The authors are Fourth-Year students at National Law University Odisha. and a harm-centred standard for assessing algorithmic collusion. It argues that a calibrated regulatory framework is necessary to address AI-driven market distortions while preserving innovation and competitive dynamism.

By Kishor Biradar

This Article examines the scope and limits of agency discretion under the Competition Commission of India (Lesser Penalty) Regulations, 2024(“LP Regulations”). An effective cartel leniency programme rests on transparency and predictability, cornerstones that are critically undermined by excessive agency discretion. This Article argues that the LP Regulations perpetuate a regime of unnecessary and unreasoned discretion, thereby jeopardising the effectiveness of India’s leniency programme. The resulting unpredictability plausibly deters potential applicants, who cannot accurately perform the cost-benefit analysis required for self-reporting. The Article first examines the Competition Commission of India’s (“CCI”) historical application of leniency through a doctrinal examination of its decisions, highlighting inconsistent and poorly reasoned penalty reductions in cases such as Dry Cell Batteries and Solid Waste Processing. This record reveals the shortcomings of a standards-based approach as presently applied. Drawing on the jurisprudential rule-versus-standard dichotomy, the Article advocates for a shift to a rule-based framework. It contends that explicitly embedding evaluative factors into the LP Regulations, rather than relying on broad agency discretion, is essential to reduce arbitrariness and provide the certainty necessary to incentivize cooperation. Finally, the Article critiques the 2024 LP Regulations, focusing on the Lesser Penalty Plus framework (“LP Plus”) under Regulation 5(3). Provisions allowing the CCI to consider the “likelihood” of detection or “any other factor deemed relevant” are overly broad and fail to cure the pre-existing unpredictability in the leniency regime. The Article concludes by recommending that the CCI adopt a reasoned, rule-based approach, emulating jurisdictions like the United Kingdom and Canada by publishing clear criteria and indicative factors to guide its discretion, thereby fostering confidence in the leniency programme.

Turning the Tide: Revamping the Future of Insolvency Proceedings Through Creditor-Led Resolution Process

By Abhishek Bisht and Samar Fatima

The Insolvency and Bankruptcy Code, 2016 deals with the recovery of distressed business enterprise. Corporate Insolvency Resolution Process, an insolvency proceeding, aims to provide relief in a time-bound manner and maintain the status of going concern. Ideally, Corporate Insolvency Resolution Process should facilitate the resolution and revival of distressed companies, keeping liquidation as a last resort. The Code explicitly mentions the maximum timeline of 330 days within which the Corporate Insolvency Resolution Process should be completed. However, the current method of Corporate Insolvency Resolution Process takes an extended period to achieve the desired goal with low-efficiency . This timeline has been transgressed from several times harming the value of the asset and the parties involved in insolvency proceedings. This paper will focus on solving the problems associated with CIRP through an approach recommended by the Insolvency and Bankruptcy Board of India that provides better negotiating strategies with a time-saving approach. The new approach of Creditor-led Resolution Process will allow the creditor to lead in cooperation with the debtor in an out-of-court settlement process, eliminating a wild-goose chase. The Creditor-led Resolution Process could also provide hope for adoption of the United Nations Model on Cross-Border outlined in Draft Z of the Code. This paper will also draw a comparison with the United Kingdom, and the United States of America which already have an established system of out-of-court settlement. This paper will also analyse the potential gaps in the Creditor-led Resolution Process model and suggest a way forward.