Data is the fuel of the modern era, powering decision-making and innovation. In the article titled "SEBI's Uniform Data Sharing Policy: Enhancing Transparency and Safeguarding Privacy," Gagan Singh Parmar demystifies the SEBI Uniform Data Sharing Policy, issued on December 20, 2024. This policy categorizes market data into public and restricted sets to balance transparency and confidentiality. The article explores the policy’s objectives, features, and its transformative impact on India’s securities market.
About us
Tuscun Partners was founded by alumni of the National Law University(NLU). Since its inception, the firm has been advising clients in fintech, data privacy, general corporate matters, regulatory issues, commercial disputes, and related areas. At Tuscun Partners, we differentiate ourselves through the clients we serve and the nature of our work. Our clients rely on us for advice that is not only legally sound but also strategically aligned with their business models, goals, and overall strategies. We foster a diverse culture and build a skilled team of lawyers dedicated to providing innovative, solution-oriented advice with a strong commercial perspective. Our clientele spans both domestic and international markets, including financial institutions, technology service providers, corporate houses, e-commerce websites, automobile manufacturers, cloud kitchens, and individuals. Our dispute resolution team has successfully represented clients before the Supreme Court of India, the High Court of Delhi, the National Company Law Tribunal, as well as other courts, tribunals, and arbitration forums. We handle a range of subject areas including regulatory matters, labor law disputes, arbitration, and civil and commercial litigation. Our specific strengths lie in general corporate advisory, dispute resolution, data privacy, and technology law. We provide advice across major sectors including fintech, edtech, agri-tech, health, education, banking, and cyber fraud.
- Industry
- Legal Services
- Company size
- 11-50 employees
- Headquarters
- New Delhi
- Type
- Partnership
- Specialties
- Fintech , Corporate and Commercial law , Regulatory and Policy advisory , Labor law , and Infrastructure
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New Delhi, IN
Updates
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Tuscan Explainer - Titled "START-UPS AND ESG: THE FUTURE OF SUSTAINABLE BUSINESS" Environmental, Social, and Governance (ESG) is no longer just a buzzword—it has become a game-changer for start-ups aiming to attract investments and drive sustainable growth. This explainer explores how start-ups can navigate ESG compliance, align with global sustainability standards, and leverage frameworks like SEBI’s BRSR Core to gain a competitive edge.
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Recently, SEBI released a consultation paper to review the definition of Unpublished Price Sensitive Information. The proposed amendment aims to categorize unpublished price sensitive information based on the benchmark of materiality under the LODR regulations. Our partner, Gagan Singh Parmar, shares his views on the proposed amendment in an article titled "Materiality and Unpublished Price Sensitive Information: A Look at SEBI's Recently Proposed Changes to the Definition of UPSI."
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Justice D.Y Chandrachud Farewell
The sense of Justice that CJI had helped him to guide through the doldrums of rules and settled position of law that often make justice take a back seat. he rightly granted relief to the common people without falling prey to the web of concerned departmental rules. this ability to do justice even in the situations when everything is stacked against the litigant differentiated him from other Judges. behind every black letter of law there are real people who get effected by those rules and regulations. great judges see those injustices that are hidden in the plain application of the so called rules and regulations. be it the admission of the a poor boy to IIT, the order which led to blind lawyers becoming judges in Rajasthan or the ordeal of the disabled people. Justice D.Y Chandrachud has shown empathy and a deeper sense of justice and gave relief to the most needy people in his tenure. Supreme Court will miss such great Judge with a heart that always adhered to Justice being a supreme value than mere legality.
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The Byju's controversy shows no signs of halting. This time, the interference comes not from financial creditors, management, or investors, but from the apex court. The three-judge bench of the Supreme Court set aside the judgment of the National Company Law Appellate Tribunal (NCLAT), which had approved the settlement reached between the ed-tech company Byju's and the BCCI. According to the settlement, Byju's had agreed to pay ₹158 crore to the BCCI due to Byju's default in its Indian cricket jersey sponsorship deal. The Supreme Court held that the NCLAT erred in invoking its inherent powers under Rule 11 of the NCLAT Rules in the presence of a prescribed procedure for withdrawing from the Corporate Insolvency Resolution Process (CIRP). The court stated, “In such cases, the legal framework mandates that (i) an application for withdrawal be moved; (ii) the application has to be moved through the Interim Resolution Professional (IRP); and (iii) it be placed before the NCLT for approval.” However, it noted that “none of these requirements were met in the present case.” It is important to highlight that Section 12A, read with Regulation 30A of the CIRP rules, provides for the withdrawal of applications admitted under Sections 7, 8, and 9. Section 12A was introduced to address scenarios where the applicant wishes to withdraw an application after it has been admitted. This provision came into effect on June 6, 2018, and its constitutional validity was upheld by the court in the case of Swiss Ribbons. With the introduction of Section 12A in the Insolvency and Bankruptcy Code (IBC), the CIRP Regulations were amended to include Regulation 30A, which outlines the detailed procedure for withdrawing an application under Section 12A. This judgment has once again affirmatively clarified the law: when a creditor's application has been admitted and CIRP has been initiated, but the Committee of Creditors (CoC) has not been formed, the application for withdrawal must be (i) moved; (ii) submitted through the IRP; and (iii) placed before the NCLT for approval, as provided under Section 12A, read with Rule 30A of the CIRP Regulations and Rule 8 of the NCLT Rules.
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Tuscan Partners reposted this
Corporate Update The Competition Commission of India (CCI) has approved the merger between Reliance and Disney's entertainment businesses worth more than ₹70,000 crore or $8.5 billion on Wednesday, August 28, 2024. This would make the merged entity India's largest entertainment company with 120 TV channels and two streaming services. Merger regime in India A merger, though not explicitly defined in the Companies Act, involves the combination of the assets and liabilities of two entities, resulting in the transferor company's dissolution. In India, court-approved mergers are governed by Sections 230-234 of the Companies Act, 2013, along with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2015. These provisions require the approval of stakeholders, including members and creditors. The present merger required approval from the CCI, raising an important question: Do all mergers require a green signal from the competition regulator? No, not all mergers need CCI approval. Only those mergers that qualify as "combinations" under Section 5 of the Competition Act require approval from the CCI. A combination involves (1) the acquisition of control, shares, voting rights, or assets of an enterprise; (2) acquisition of control where the acquirer already controls another enterprise in the same business; or (3) a merger or amalgamation that exceeds specified financial thresholds. Additionally, listed entities must comply with Listing Obligations and Disclosure Requirements, 2015, particularly Regulations 11 and 37. Why companies go for merger? The possible objectives of mergers are manifold — economies of scale, acquisition of technologies, access to varied sectors/ markets, access to larger consumer base and market. The end goal of merger is to make the business more efficient . The Merger between Reliance-Disney The current merger is between Reliance Industries Limited (RIL), Viacom18 Media Private Limited (Viacom18), and Digital18 Media Limited, with The Walt Disney Company's (TWDC) Star India Private Limited (SIPL) and Star Television Productions Limited (STPL). Star India Private Limited, which is currently a wholly owned entity of Disney will become a joint venture jointly held by Reliance Industries Limited, Viacom18 and existing Disney subsidiaries. As per the merger, Reliance will be owning a 63.16% stake in the combined entity and Walt Disney will hold the remaining 36.84% stake. Impact of the merger in the market The combination would lead to a massive consolidation of television and streaming in India, with the joint venture would control about 40% of the streaming and TV advertising market. The merger would also lead to consolidation of cricket broadcasting — currently, Indian Premier League rights are split between Star and Viacom18 for TV and streaming, and the former has the rights to certain tournaments aside from the IPL.
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Corporate Update The Competition Commission of India (CCI) has approved the merger between Reliance and Disney's entertainment businesses worth more than ₹70,000 crore or $8.5 billion on Wednesday, August 28, 2024. This would make the merged entity India's largest entertainment company with 120 TV channels and two streaming services. Merger regime in India A merger, though not explicitly defined in the Companies Act, involves the combination of the assets and liabilities of two entities, resulting in the transferor company's dissolution. In India, court-approved mergers are governed by Sections 230-234 of the Companies Act, 2013, along with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2015. These provisions require the approval of stakeholders, including members and creditors. The present merger required approval from the CCI, raising an important question: Do all mergers require a green signal from the competition regulator? No, not all mergers need CCI approval. Only those mergers that qualify as "combinations" under Section 5 of the Competition Act require approval from the CCI. A combination involves (1) the acquisition of control, shares, voting rights, or assets of an enterprise; (2) acquisition of control where the acquirer already controls another enterprise in the same business; or (3) a merger or amalgamation that exceeds specified financial thresholds. Additionally, listed entities must comply with Listing Obligations and Disclosure Requirements, 2015, particularly Regulations 11 and 37. Why companies go for merger? The possible objectives of mergers are manifold — economies of scale, acquisition of technologies, access to varied sectors/ markets, access to larger consumer base and market. The end goal of merger is to make the business more efficient . The Merger between Reliance-Disney The current merger is between Reliance Industries Limited (RIL), Viacom18 Media Private Limited (Viacom18), and Digital18 Media Limited, with The Walt Disney Company's (TWDC) Star India Private Limited (SIPL) and Star Television Productions Limited (STPL). Star India Private Limited, which is currently a wholly owned entity of Disney will become a joint venture jointly held by Reliance Industries Limited, Viacom18 and existing Disney subsidiaries. As per the merger, Reliance will be owning a 63.16% stake in the combined entity and Walt Disney will hold the remaining 36.84% stake. Impact of the merger in the market The combination would lead to a massive consolidation of television and streaming in India, with the joint venture would control about 40% of the streaming and TV advertising market. The merger would also lead to consolidation of cricket broadcasting — currently, Indian Premier League rights are split between Star and Viacom18 for TV and streaming, and the former has the rights to certain tournaments aside from the IPL.
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Corporate Update Recently, the market regulator SEBI, in a consultation paper dated July 29, 2024, proposed to expand the ambit of the term “connected person” under the Insider Trading Regulations, 2015 (hereinafter referred to as the “PIT Regulations”). A Brief Overview of the Regulations The PIT Regulations prohibit an insider from communicating unpublished price-sensitive information (“UPSI”) or any person from procuring UPSI from an insider, or an insider from trading in securities when in possession of UPSI. The regulations define an insider as a person who is a connected person or who is in possession of or has access to UPSI. Additionally, a connected person is defined as someone likely to have access to UPSI due to their employment or professional relationship with a company. The regulations also list ten categories of persons who shall be deemed to be connected persons. One such category includes immediate relatives such as parents, siblings, and children. The proposed amendment suggests expanding this definition to encompass a broader range of deemed connected persons, including relatives and other individuals who might have access to UPSI. The Proposed Changes The changes are proposed under Regulation 2(d) of the PIT Regulations, which defines connected persons. It proposes replacing the phrase “immediate relative” with “relative.” This change would align the definition of relatives with Section 2(41) of the Income Tax Act, 1961, which includes the husband, wife, brother, sister, or any lineal ascendant or descendant of an individual. The proposal also includes the addition of six other categories under the definition of deemed connected persons. Rationale for the Proposed Changes The objective of the proposed regulation is to rationalize the scope of the expression “connected person” under the PIT Regulations, thereby expanding the regulatory scope of these regulations. This would broaden the definition of insiders for the purpose of insider trading and subject listed entities to a stricter related party regime. Furthermore, it would also align the definition of “relative” in Regulation 2(1)(hc) with the definition of relative under the Income Tax Act, 1961. Impact of the Proposed Amendment The proposed amendment is likely to have significant implications for listed entities. By broadening the definition of a connected person, more individuals and entities will be subject to the insider trading regulations. This expansion will likely lead to increased compliance requirements for companies, as they will need to monitor a larger pool of individuals to prevent the unauthorized dissemination of UPSI. Additionally, the stricter regulations may lead to enhanced scrutiny and enforcement actions by regulatory bodies, thereby promoting greater transparency and integrity in the securities market.