Upside Sharing Agreements

Fourth, while the January 2017 SEBI amendment only explicitly applies to publicly traded companies, it could have an impact on IPO-related companies. In the troubled field, the agreement that has developed for COMPANIEs related to the IPO, which are disclosed in their offer documents, as during the IPO of S. Chand Company and Limited in 2016 (which was published in the offer documents on incentives for success in favor of CFOs and non-distribution employees). Following the change in SEBI in January 2017, advertising obligations for IPOS-related companies may also include the obligation of shareholder approval after the IPO of online sharing agreements. SEBI has decided that any new agreement to release upwards between promoters/directors, including management and a shareholder, including a third-party investor in a listed company, requires prior approval from the board of directors and public shareholders of the listed company. In addition, all existing agreements must be subject to a similar agreement by the Board of Directors and must be submitted for approval by public shareholders at the next general meeting. The Securities and Exchange Board of India (SEBI) has addressed corporate governance issues arising from private compensation and incentive agreements offered to project proponents or major executives (SMEs) of listed companies after profitable departures of investors (Upside Sharing Agreements). A few steps back, there was a somewhat similar concept of developer reward and corporate governance under separate agreements with investors under the former Substantial Acquisition of Shares And Takeovers Regulations, 1997 (the “old acquisition code”). Under the old acquisition code, payments made by an acquirer to selling shareholders in the form of a non-compete clause beyond the offer price were authorized to ensure that the outgoing developers or founders were not in competition with the publicly traded company for a period of time after the acquisition by the investor. The second part stresses that the current policy and regulation in this area are not directly related to the problems of founders who do not have sufficient resources to finance the growth of their companies, especially in the initial phase, excluding a financial investor, and financial investors who are happy to encourage creators and key collaborators who have entered into an incentive agreement upon their exit.

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