TAKEOVER CODE COMPLIANCE

Professional advisory services for substantial acquisition of shares, public disclosures, and open offer compliance under SEBI Regulations.

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What is Takeover Code Compliance?

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (commonly known as the Takeover Code) govern significant acquisitions of shares and control in publicly listed companies in India. Compliance ensures that substantial share acquisitions are conducted in a fair and transparent manner, protecting the interest of public shareholders. Any transaction triggering specified thresholds requires mandatory disclosures, announcements, or open offers.

Key Benefits

  • Regulatory Adherence: Avoid severe penalties, regulatory investigations, and market bans from SEBI.
  • Public Trust & Reputation: Demonstrates high corporate governance standards, raising investor confidence.
  • Structured Acquisition: Ensures that public offers and creeping acquisitions are executed legally and smoothly.
  • Protection of Interests: Secures minority shareholder interests and ensures smooth control transfers.

Frequently Asked Questions

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 govern significant acquisitions of shares and control in publicly listed companies. It mandates public announcements and open offers when specified shareholding thresholds are triggered.
A mandatory open offer is triggered when an acquirer crosses 25% shareholding, or acquires more than 5% in a financial year while holding 25-75%. The acquirer must make an open offer for at least 26% of total shares from public shareholders.
Acquisitions or disposals of 5% or more trigger disclosure within 2 trading days. Further changes of 2% or more also require disclosure. Annual disclosures are required from shareholders holding 25% or more. We manage all ongoing disclosure obligations.
Creeping acquisition allows an acquirer holding between 25% and 75% to purchase up to 5% additional shares in a financial year without triggering an open offer. We structure creeping acquisitions within permissible limits with proper disclosures.
Exempt transactions include inter-se transfers among promoters, acquisitions under insolvency proceedings, inheritance or transmission, and certain rights issue scenarios. We advise on structuring transactions to qualify for applicable exemptions.