Right of first refusal is not a restriction on the freedom to transfer under section 111A

Introduction

1. the concept of free transferability of shares in a public company under section 111A of the Companies Act, 1956 is perhaps most significant unresolved controversy in Indian corporate law contemporaneously. Once the question was raised whether the right of first refusal (pre-emptive rights) at the meeting and the joint-venture agreement constitutes a restriction on the free transferability of the shares. Right of first refusal is a commonly used device in the corporate world. Under the right of first refusal, a party planning company second exit, is obliged to give the first party (Facilitator) the chance to buy the shares before shares can be sold to a third party who is a party. This is basically to prevent easy entry of third parties into the company by buying shares of the party wishing to exit the company. Many unlisted companies, as well as some of those listed, have such agreements with major shareholders.

Right of first refusal if they violate section 111A

2. in the recent ruling by a Division Bench of Bombay High Court in the case of Messer Holdings Ltd. v. Shyam Madanmohan Ruia decided 1 September 2010 and reported in [2010] 98325 CLA has established such a restriction on the transfer of share with the “right of first refusal ‘ clause of the agreement (pre-emtive) does not violate the provisions of section 111. In paragraph 55, Khanwilkar, j., stated as follows:

‘ [T] he expression ‘ freely transferable “in section 111A doesn’t mean that the shareholder can not enter the consensual agreement/contract with a third party (proposed assignee) in relation to its specific actions. If the company wants to prohibit even that right of shareholders, it may be necessary to provide for a condition expressed in the articles of association or in the Act and rules, possibly in that account. The statutory provision is obtained in the form of section 111A of the Companies Act does not specifically restrict or remove the right of shareholders to conclude the contract/agreement by mutual consent in respect of shares held by him.

This is a reversal of an earlier court judgment only in the case of Western Maharashtra Development Corporation v. 131 (Bom.) Bajaj Auto Ltd. [2010] CLA decided on February 15, 2010, holding that section 111A mandates that there can be no restriction on the transferability of shares in a public company. As a result, was held a concession agreement a right of first refusal in respect of such actions blatantly illegal. Justice D Y Colucci in the case said said the following:

‘ The principle of the free transferability must be given a wide size to meet the object of the law. Impose restrictions on the principle of free transferability, is a legislative function, simply because the premise of free transferability has been enunciated as a matter of legislative policy, when Parliament introduced section 111A. This is a precept of the Association that governs the discourse on the transferability of the shares. The word “transferable” is the widest possible import and Parliament by using the expression “freely transferable”, has strengthened the legislative intent to allow transfers of shares of public companies in a free domain. The effect of a pre-emption clause is to impose a restriction on the free transferability of shares by transfer rules laid down in section 111A a pre-emptive right created by agreement between the parties. This is unacceptable. ‘

This ruling in the case of Western Maharashtra (supra) had put India in a fix, with many companies facing the prospect of having to rework their sharing agreements with foreign investors. However, the recent decision of Messer Holdings Ltd. (supra) came as a great relief for companies and private equity funds that invest in these companies. The ruling also goes on to suggest that it is not mandatory for the company to be part of such an arrangement to share transfer restrictions and does not need to integrate the transfer quota restrictions in the articles of Association of the company.

111A section does not apply to a private company

3. restriction on the transferability of the shares of a private company must be contrasted with cases of public companies where the law provides for free transferability. Free transferability of shares is the norm in the case of shares in a public company. As regards private companies are concerned, the articles of Association restrict shareholders ‘ rights to transfer the shares and ban the invitation to the public to subscribe for shares or debentures of the company.

Right of first refusal is not a restriction on the freedom to transfer under section 111A

Introduction

1. the concept of free transferability of shares in a public company under section 111A of the Companies Act, 1956 is perhaps most significant unresolved controversy in Indian corporate law contemporaneously. Once the question was raised whether the right of first refusal (pre-emptive rights) at the meeting and the joint-venture agreement constitutes a restriction on the free transferability of the shares. Right of first refusal is a commonly used device in the corporate world. Under the right of first refusal, a party planning company second exit, is obliged to give the first party (Facilitator) the chance to buy the shares before shares can be sold to a third party who is a party. This is basically to prevent easy entry of third parties into the company by buying shares of the party wishing to exit the company. Many unlisted companies, as well as some of those listed, have such agreements with major shareholders.

Right of first refusal if they violate section 111A

2. in the recent ruling by a Division Bench of Bombay High Court in the case of Messer Holdings Ltd. v. Shyam Madanmohan Ruia decided 1 September 2010 and reported in [2010] 98325 CLA has established such a restriction on the transfer of share with the “right of first refusal ‘ clause of the agreement (pre-emtive) does not violate the provisions of section 111. In paragraph 55, Khanwilkar, j., stated as follows:

‘ [T] he expression ‘ freely transferable “in section 111A doesn’t mean that the shareholder can not enter the consensual agreement/contract with a third party (proposed assignee) in relation to its specific actions. If the company wants to prohibit even that right of shareholders, it may be necessary to provide for a condition expressed in the articles of association or in the Act and rules, possibly in that account. The statutory provision is obtained in the form of section 111A of the Companies Act does not specifically restrict or remove the right of shareholders to conclude the contract/agreement by mutual consent in respect of shares held by him.

This is a reversal of an earlier court judgment only in the case of Western Maharashtra Development Corporation v. 131 (Bom.) Bajaj Auto Ltd. [2010] CLA decided on February 15, 2010, holding that section 111A mandates that there can be no restriction on the transferability of shares in a public company. As a result, was held a concession agreement a right of first refusal in respect of such actions blatantly illegal. Justice D Y Colucci in the case said said the following:

‘ The principle of the free transferability must be given a wide size to meet the object of the law. Impose restrictions on the principle of free transferability, is a legislative function, simply because the premise of free transferability has been enunciated as a matter of legislative policy, when Parliament introduced section 111A. This is a precept of the Association that governs the discourse on the transferability of the shares. The word “transferable” is the widest possible import and Parliament by using the expression “freely transferable”, has strengthened the legislative intent to allow transfers of shares of public companies in a free domain. The effect of a pre-emption clause is to impose a restriction on the free transferability of shares by transfer rules laid down in section 111A a pre-emptive right created by agreement between the parties. This is unacceptable. ‘

This ruling in the case of Western Maharashtra (supra) had put India in a fix, with many companies facing the prospect of having to rework their sharing agreements with foreign investors. However, the recent decision of Messer Holdings Ltd. (supra) came as a great relief for companies and private equity funds that invest in these companies. The ruling also goes on to suggest that it is not mandatory for the company to be part of such an arrangement to share transfer restrictions and does not need to integrate the transfer quota restrictions in the articles of Association of the company.

111A section does not apply to a private company

3. restriction on the transferability of the shares of a private company must be contrasted with cases of public companies where the law provides for free transferability. Free transferability of shares is the norm in the case of shares in a public company. As regards private companies are concerned, the articles of Association restrict shareholders ‘ rights to transfer the shares and ban the invitation to the public to subscribe for shares or debentures of the company.

Social Security, Medicare & Government pensions

Nolo, the publisher who is passionate about making accessible to all the law has posted one of the best guides to social security retirement and medical benefits for the layman. Like other books by freight, “Social Security, Medicare & Government pensions: get the most out of your retirement & medical benefits” by Joseph l. Matthews with Dorothy Matthews Berman is written by a lawyer, but in language anyone can understand. Is an excellent book to help understand social security benefits include retirement, disability, survivor’s benefits and employees as well as Supplemental Security Income; the basics of Medicare and Medicaid programs and how to compare medigap insurance plans; health coverage options like HMOS and other plans; Government pensions and veterans benefits and only advice for anyone thinking about retirement.

The book of nearly 500 pages is divided into sixteen chapters and an index. Each of the chapters contain easy to understand advice on the topic of the chapter, with sidebars, tables, notes, and lists additional resources. The Organization of the book allows you to quickly find the most relevant to your situation or needs. Once again, the book does an excellent job of providing basic information regarding the topics in an easy-to-understand. The chapters or topics include: social security the basics; Social Security retirement benefits; SS disability; SS employees benefits; SS survivors benefits; When you apply for social security benefits and that one of attestation; Supplemental Security Income; Application for benefits; Appeal from a decision relating to social security; Retirement benefits the federal civil service; Veterans ‘ benefits; Medicare; Medicare enrollment procedures: complaints and appeals; Medigap Insurance; Medicare Part c: Medicare Advantage plans; and Medicaid and Medicare supplements.

The book someone will give a good understanding of these programs and how to navigate them. However, the difficulty comes with the continuing evolution of these programs and how they are administered. Yes, freight update the books and I am reviewing the 15th Edition, but things change fast yet at times. I see this book as helping people understand what is what they work with government officials and administrators of the system, or sometimes, they work with a lawyer to assist them with some questions concerning benefits.

The other problem I see is that none of us knows what’s going to happen with these government programs. Some suggest that they disappear, others are not so gloomy. There is a good chance that things will change. But for now, browsing these waters, Matthews has put together a very good book to help you stay out of the rocks and keep afloat. I recommend it to anyone who needs information on these programs.

Learn about the benefits of using the payment service Provider for your Online Business

If you are looking for a profitable business opportunity, start an online business may be the best option for you. Most people today are opting for shopping online due to its convenience and ease. In addition to these, there are also many other advantages of online shopping to its customers, as well as sellers. Payment service providers are also play an important role in the movement of this online business smoothly. With the help of these incredible services, thousands of companies can deliver products to customers and receive online payments. Therefore, when you start an online business, it is very important to find a service company, which can offer this service. When you are looking for these companies, it is very important to know the different services they provide.

You’ll enjoy electronic payments through various methods. As there are different types of methods provided by service providers, will be able to select the right needs one that fits your business and budget. These procedures are not designed only for small businesses but also most companies top online using these payment methods. Some of the best examples of these services include credit card payments as well as bank base. In addition to these, there is Bank transfer, services, real time banking and finance transfer programs etc.

With the help of these suppliers, customers also have the option to purchase money orders with the help of electronic transactions. When you are looking for these payment methods, it is very important to find a company that will help you send the money with the help of regular mails. However, customers would have to pay some fees to obtain these services. On the other hand, business owners will be able to send the money with the help of electronic transactions to other members as well as their business partners. If you want to enjoy these benefits, it is very important to select the right payment service provider.

Learn about the benefits of using the payment service Provider for your Online Business

If you are looking for a profitable business opportunity, start an online business may be the best option for you. Most people today are opting for shopping online due to its convenience and ease. In addition to these, there are also many other advantages of online shopping to its customers, as well as sellers. Payment service providers are also play an important role in the movement of this online business smoothly. With the help of these incredible services, thousands of companies can deliver products to customers and receive online payments. Therefore, when you start an online business, it is very important to find a service company, which can offer this service. When you are looking for these companies, it is very important to know the different services they provide.

You’ll enjoy electronic payments through various methods. As there are different types of methods provided by service providers, will be able to select the right needs one that fits your business and budget. These procedures are not designed only for small businesses but also most companies top online using these payment methods. Some of the best examples of these services include credit card payments as well as bank base. In addition to these, there is Bank transfer, services, real time banking and finance transfer programs etc.

With the help of these suppliers, customers also have the option to purchase money orders with the help of electronic transactions. When you are looking for these payment methods, it is very important to find a company that will help you send the money with the help of regular mails. However, customers would have to pay some fees to obtain these services. On the other hand, business owners will be able to send the money with the help of electronic transactions to other members as well as their business partners. If you want to enjoy these benefits, it is very important to select the right payment service provider.

Forget immigration, new threat can be emigration of rich

We are bombarded with news about illegal immigration. Most of the illegals are very poor seeking a few bucks and a better way of life. Opponents of immigration reform say that illegal immigrants are a threat to our economy. The real threat to our economy and our way of life may be the emigration of the rich. That’s right, emigration. The rich might soon leave.

Government statistics show that 65% of federal income taxes in the United States comes from the top 10% of employees. In other words, the rich really pay taxes. Although the United States did not have big tax increases for several years, information from England shows that in our new economy, now when taxes are increased, the rich can simply leave.

All agree that the IRS and the Treasury Department have been cracking down on undeclared offshore income and tax cheats. Although almost all agree that people who live here should pay their fair share of taxes, the Government may soon be pushing the envelope too if those Conference they call massive tax increases have their way. Raise taxes too and highly rich can simply leave increase our budget woes.

England, who recently raised the income tax and capital gains tax, has seen an exodus of high net worth individuals. In an article published In the Daily Telegraph, statistics show that the rich are now leaving England. It could be argued that some left because of the recession or problems getting jobs, but experts feel otherwise. He said a UK lawyer, “these figures are going to prove that taxpayers high net worth are highly mobile. The Government not only surely raise taxes on them and invite them to keep their money at home.

Accounting management of London, Richard Mannion, said: “this last point illustrates the tightrope that the Government is experiencing as for extracting more wealthier taxpayers from tax. Many of these individuals are internationally mobile, and although there are many places to live in the United Kingdom, the fact remains that there is a lot of competition from other countries equally attractive, some with better time. ”

The United States has not increasing tax rates in recent years, but that may soon change. The costs to finance new health care initiatives of President Obama and rein in our growing budget deficits must come from somewhere. Or we cut spending or raise revenue. For many in Congress, the politically expedient solution is to raise taxes on the rich.

If that happens, the United States will see an exodus of wealthy taxpayers? It’s not hard to imagine. In today’s global economy and society, moving residence in another country is not difficult and can be convenient for many.

There are no easy answers to our problems of balance sheets. Our executives and policymakers must remember, however, that raise taxes too much and leave just the few who pay taxes.

Forget immigration, new threat can be emigration of rich

We are bombarded with news about illegal immigration. Most of the illegals are very poor seeking a few bucks and a better way of life. Opponents of immigration reform say that illegal immigrants are a threat to our economy. The real threat to our economy and our way of life may be the emigration of the rich. That’s right, emigration. The rich might soon leave.

Government statistics show that 65% of federal income taxes in the United States comes from the top 10% of employees. In other words, the rich really pay taxes. Although the United States did not have big tax increases for several years, information from England shows that in our new economy, now when taxes are increased, the rich can simply leave.

All agree that the IRS and the Treasury Department have been cracking down on undeclared offshore income and tax cheats. Although almost all agree that people who live here should pay their fair share of taxes, the Government may soon be pushing the envelope too if those Conference they call massive tax increases have their way. Raise taxes too and highly rich can simply leave increase our budget woes.

England, who recently raised the income tax and capital gains tax, has seen an exodus of high net worth individuals. In an article published In the Daily Telegraph, statistics show that the rich are now leaving England. It could be argued that some left because of the recession or problems getting jobs, but experts feel otherwise. He said a UK lawyer, “these figures are going to prove that taxpayers high net worth are highly mobile. The Government not only surely raise taxes on them and invite them to keep their money at home.

Accounting management of London, Richard Mannion, said: “this last point illustrates the tightrope that the Government is experiencing as for extracting more wealthier taxpayers from tax. Many of these individuals are internationally mobile, and although there are many places to live in the United Kingdom, the fact remains that there is a lot of competition from other countries equally attractive, some with better time. ”

The United States has not increasing tax rates in recent years, but that may soon change. The costs to finance new health care initiatives of President Obama and rein in our growing budget deficits must come from somewhere. Or we cut spending or raise revenue. For many in Congress, the politically expedient solution is to raise taxes on the rich.

If that happens, the United States will see an exodus of wealthy taxpayers? It’s not hard to imagine. In today’s global economy and society, moving residence in another country is not difficult and can be convenient for many.

There are no easy answers to our problems of balance sheets. Our executives and policymakers must remember, however, that raise taxes too much and leave just the few who pay taxes.