Client Connect Series| Learnings from Amazon v. Future

Effective Board Governance, Directors’ Responsibilities, and Shareholders’ Agreement

Thursday, August 26, 2021

SESSION: 05:00 PM - 06:00 PM IST

INTRODUCTION

Recently, the Hon’ble Supreme Court in the case of Amazon.com NV Investment Holdings LLC v. Future Retail Limited & Ors., has settled the controversy on the emergency awards and held that such awards are enforceable. While the order may have given Amazon a reason to cheer, the legal battle continues to throw-up cutting edge legal issues for India Inc.

The dispute between Amazon and Future has caught the attention of all stakeholders, from businesses and investors to employees and the community at large. The case has thrown up many legal issues which are highly relevant for the investor community, such as veto rights qualifying as control, contract terms conflicting with the exchange control regulations, and fiduciary duties conflicting with contractual obligations. Further, with the involvement of multiple regulators, emergency arbitration in India, and Reliance as an interested third party, the case has something to keep everyone interested. It also remains to be seen if battle would now move before the National Company Law Tribunal in India, given that the deal with Reliance was tipped as a saviour from insolvency.

Nishith Desai Associates, invites you to join a first of its kind Client Connect Series where we discuss and brainstorm cutting-edge legal solutions to burning legal issues of the time. The Client Connect Series is a high-powered closed-door gathering and provides a platform for exchanging thoughts and ideas for business problem solving through innovative legal solutions. Participation in the Client Connect Series is open to limited slots and by invitation only. If you wish to be a part of this event, please register for the event, and we will confirm your place subject to availability.

Focus Area

The session will focus on important dispute strategies and will see answers to key questions such as:

• Could reserve matter rights in the shareholders agreement amount to control?

• Does promoter director’s fiduciary obligation trump contractual obligations?

• What are the points of caution for parties when negotiating exit rights under shareholders agreement?

• To what extent the parties can rely on exchange control laws to renege from their contractual obligations?

• What is the role of Emergency Arbitration and how effective is Emergency Arbitration in the Indian context?

• How effective is the arbitration when third parties are involved, and what strategies can be adopted to resolve issues arising out of involvement of third parties

Resources

1. Amazon v. Future – Supreme Court Judgment

2. Amazon v. Future – Delhi High Court Judgment

3. NDA International Dispute Resolution Paper

4. NDA International Commercial Arbitration

Flow of the session

5:00 PM - 5:45 PM (IST)	INTERACTIVE SESSION
5:45 PM - 6:00 PM (IST)	Q&A

Speakers

VYAPAK DESAI Leader, International Dispute Resolution & Investigations Practice, Nishith Desai Associates

Vyapak Desai leads the International Dispute Resolution & Investigations practice at Nishith Desai Associates. Vyapak is also a Senior Attorney in the Corporate and Securities Practice group at the firm. Vyapak is a Co-chair- Council of MCIA, Director of CIArb India Branch. He is listed on SIAC Panel of Arbitrators, LCIA Database of Arbitrators and BVI IAC Panel of Arbitrators.

 

ASHISH KABRA Head (Singapore) – International Dispute Resolution & Investigations Practice, Nishith Desai Associates

Ashish leads the International Dispute Resolution & Investigations practice of Nishith Desai Associates in Singapore. He has super specialism in corporate transactional disputes. He is experienced in handling cross border disputes and has successfully represented clients across various forums including domestic and foreign arbitrations, Supreme Court of India, Company Law Tribunal etc. He is also particularly adept in managing shareholder and construction disputes. Ashish is a registered foreign lawyer with the Legal Services Regulatory Authority, Singapore, and the Singapore International Commercial Court.

Ashish is also a leader in the Corporate Transactions Group and is regularly called upon to troubleshoot sensitive issues emanating from complex investment structures and emerging investment products. He has advised on and lead several sensitive and contentious transactions.

 

MOHAMMAD KAMRAN Leader, International Litigation & Dispute Resolution Practice, Nishith Desai Associates

Kamran focuses on international commercial arbitrations, cross-border litigations and strategic litigation and pre-litigation advisory. He has significant expertise in security enforcement, shareholder and construction disputes, director liability issues and regulatory issues under foreign exchange and securities laws. He has successfully represented global hedge funds, international financial institutions, family offices and corporate houses before the regulatory bodies and courts in India and in international arbitrations. He is adept at handling complex high value matters with multiple proceedings across several jurisdictions.