Analyzing the Myth: Corporate Officers’ Duty to Maximize Firm & Shareholder Value

Analysing A Myth: It Is the Role and Fundamental Duty of The Corporate Officers and Directors to Maximize the Firm’s and Shareholders’ Value

Introduction: This article delves into the prevalent myth surrounding corporate law that suggests it is the fundamental duty of corporate officers and directors to maximize the firm’s and shareholders’ value. We will scrutinize this belief by exploring key bye-laws, roles, and duties that form the crux of corporate governance. The prominent myth that continues to play important roles in law are examined as follows:

“It is the role and fundamental duty of the corporate officers and directors to maximize the firm’s and shareholders’ value.”

The major bye-laws of articles that will be the heart of the present article will be the Transfer of Shares, Voting Rights, Shares and Shareholders Rights and Roles and Duties of the Board of Directors and their Composition rules. It is pertinent to highlight that the aforesaid bye-laws are not the exhaustive list of governing bylaws for the present article yet merely the bye-laws that are the nucleus of the aforesaid article. These “principles” are hypothesized to be myths. Despite being inaccurate these principles have a profound impact on the way individuals think and function. The propensity to deliberately build a myth to persuade others is a sign of a modern mind. Ironically, a myth is not a story made up to explain things that attract attention. But in contrast to popular belief, Myths are frequently developed to explain customs, habits, laws, and regulations where gaps in scientific knowledge and philosophical reasoning exist. And ultimately at the end of the research, it is analysed that the bye-laws of the Articles of the company are genuinely binding the company and its members without room to escape from the obligations and restrictions imposed by the said articles. The health of the backbone of internal rules and regulations governing the functioning of the company is critically analysed in the present research paper.

Myth: It is the Role and Fundamental Duty of the Corporate Officers and Directors to Maximize the Firm’s and Shareholders’ Value

The heart of the fundamental nature, purpose, and function of the company concentrates on maximizing shareholder profit. However, it is the most well-documented and highly controversial myth which is examined here that corporate officers and directors must enhance corporate value. Shareholders are a company’s financial investors and so are the owners of the company. While taking on a larger possible risk than other capital providers, shareholders participate in the company in the hopes of a bigger potential return. Shareholders are not involved in the daily affairs and operations of the company and rely heavily on the management and board of directors to advance and safeguard their interests. The overall management of a corporation is in the hands of the directors, as the firm’s representatives, they have a fiduciary obligation towards all the shareholders and all other stakeholders. Hence, the board has a fiduciary obligation toward all of the company’s shareholders to represent, administer, and safeguard their interests in the business.

Duties and Powers of the Directors:

As per section 2(34) of the Act, the director is defined as – “director” which means a director appointed to the Board of a firm.[1] A Director is a member of the Board, a group of other Directors charged with overseeing, controlling, and directing the activities of the organization.[2] Following are the roles and duties of the directors[3]:

• To take actions in the peripheral of AOA.
• To behave ethically to advance the goals of the business for the good of all of its stakeholders, and for the preservation of the ecosystem.
• To carry out his responsibilities with the proper care, skills, effort, as well as independent judgment.
• To refrain from getting involved in anything where he could have a direct or indirect interest that is at odds with or potentially at odds with the interests of the firm.
• To refrain from attempting to or achieving any unauthorised benefit for himself, his loved ones, partners, or colleagues.
• To refrain from assigning his position, etc

The said duties and responsibilities of the Board are envisaged via the powers and restrictions imposed by the legislature directly and indirectly in the process of its operations, the board must adhere to the rules and provisions of the following[4]–

• The Companies Act
• The Memorandum of Association
• The Articles of Association
• Any Regulation, made by the company during general meetings.

Section 179 of the Act provides Power to the Board of Directors on the other hand Section 180 of the Act imposed certain restrictions on the general powers of the Board to regulate the activities by the way of Special resolution, some of which are as follows[5]:

S. No.	Powers to Board u/s 179 of the Act	Restrictions on Board u/s 180 of the Act
1.	To call uncalled and unpaid amount  on shares	To sell, lease or otherwise dispose of (includes the mortgage) the whole of the undertaking or substantially the whole of the undertaking not in the case of the ordinary course of business.
2.	To approve amalgamation, merger, or reconstruction	To invest the amount received as a result of any merger or amalgamation except in the trust societies.
3.	To borrow monies	The restriction is imposed on borrowings that include already borrowed money except temporary loans taken from financial institutions in the ordinary course of business, more than the amount of the total of the company’s paid-up share capital, amount of free reserves, and balance of securities premium account.
4.	To authorize the buy-back of securities under section 68	To pay off any outstanding owed by a director or to extend the period for payment.
*Note: The above-mentioned list is not exhaustive. [Source – mentioned below[6]]

Breach of Duties and Powers for Self-Interest:

The rights and responsibilities of shareholders and directors are clearly defined in the Act. But as precise as the demarcation may be, there will always be a scope for the clash between the two basic organs of the company, namely, shareholders and directors, as to their respective powers.[7] In SATYA CHARAN LAW V/S RAMESHWAR PRASAD BAJORIA, (1950) it was held that “Generally, only a company’s directors have the authority to bring legal action on the company’s behalf. However, in cases where the directors themselves are the defaulters, exercised dishonestly, or have self-interests that contradict with their obligations in a way that prevents them from doing so, the majority of the shareholders may act to right the wrong.”[8] In MARSHALL’S VALVE GEAR CO LTD V MANNING, WARDLE & CO. LTD.[9] it was held that “The duty of supervision on the part of this court will thus be confined to the honesty, integrity, and fairness with which the deliberation has been conducted, and will not be extended to the accuracy of the conclusion arrived at.”[10]

RAJEEV SAUMITRA VS NEETU SINGH & ORS, 2016[11], is a case of infringement of the “PARAMOUNT” mark used for running a coaching centre. The parties were husband and wife as well as the directors and shareholders owned 50% shares each of the private limited company called “Paramount Coaching Centre Pvt. Ltd”. Defendant incorporated another company while being in on the chair of power i.e. as a member and lured away the existing customers to her new company, therefore, operated a business in competition to the Paramount Coaching Centre. Thus, the major issue was that she violated her obligations as the director of the firm “Paramount” by establishing a rival firm while serving in that capacity.[12] The Delhi high court held that-

“…This Court is conscious about the fact that defendant No.1 being the Director of defendant No.3 is entitled to 50% net profit of the Company but at the same time, as she has violated her fiduciary duties and is guilty of breach of Section 166 of the Companies Act, 2013, the undue gain already made by her is liable to be paid and the Director of the company is not to assign his office unless the breach is stopped. But under no circumstances, the Director can be allowed to compete in the business of the Company, in which he/she is already a Director, to exploit the mark to give the impression to the public at large that he/she has any association or affiliation of the Company in which he/she is still a Director.”[13]

According to the case LIQUIDATOR V/S P.A. TENDULKER[14] the Delhi High Court decided that while the fraud need not be proven in the strictest sense, it would be sufficient to demonstrate the likelihood of fraud and the damages the corporation would incur as a result.[15] In GLOBE MOTORS LTD. V. MEHTA TEJA SINGH & CO[16]– The firm and the dealers agreed to a deal for the selling and promotion of the firm’s goods. However, 2 more identical agreements were entered by the company which was ratified by the Board. But it was noticed by the court majority of the directors were the parties having self-interest in the said agreement. The official liquidator (on behalf of the firm) argued during the winding-up process that the contract reached must be revoked since it was tainted by fraud and went against the company’s best interests.[17] Even when the directors acted within the scope of AOA and duly disclosed their interests the court highlighted the duty of the director as a trustee of the company therefore the obligations are required to be observed with utmost honesty and good faith. It was held by the Delhi High Court that the directors utilized the provisions of the contested agreement for their own gain without offering any benefit to the firm and therefore the agreement is null and void.[18]

From the above judgments, it is evident that the Directors have a responsibility to put their best efforts into serving the interests of those who have entrusted them with that responsibility. And when the powers are misused and restrictions are manipulated by the director for their self-interest leading to a breach of their fiduciary duty and invites legal implications. Some of the mechanisms used by the directors to attain undue advantage and earn unlawful profits are[19]:

• Disseminating a company’s trade secrets;
• Going beyond the rules and regulations imparted in the AOA;
• Misusing employer money unjustly or neglecting to provide them;
• Acting on behalf of a competitor;
• Not taking attention when performing responsibilities;
• Selling the company’s property, that is detrimental to the interest of other directors/shareholders, etc

Shareholder’s Rights:

On the other hand, Shareholders who own firm stock have a variety of responsibilities and privileges, including economical and administrative rights. Financial rights include the ability to sell a shareholder’s part in the business and to collect dividends from the business earnings.[20] Some of the controlling rights empowered to the shareholder by the virtue of holding certain types of shares are as follows:

• Appointment/ Removal of Director
• Legal action against the Director
• Appointment of Company Auditors
• Voting Rights
• Right to call for the general meeting
• Right to inspect registers and books, etc

It is generally recognized that the appointing authority shall have the ability to remove that member from the business. Shareholders have the option of removing directors or declining to re-elect them if they are unsatisfied with their performance. In the case of breach of fiduciary duty, the said corporate officer or director can be laid off as per the procedures laid down by the law. As per Section 169 of the Companies Act, 2013 (Erstwhile, Section 284 of the Companies Act of 1956), after providing him with a reasonable opportunity to be heard, a business may dismiss a director by ordinary resolution who is not appointed by the Tribunal before the end of his term in service.[21] Essentially, there are the following ways a director may be removed[22]:

• Removal authority granted by statute,
• Article-based removal authority,
• Removal authority resulting through appointing terms, and
• Removal authority resulting from nomination terms.

The power to vote on multiple organizational resolutions is one of the most important and fundamental rights. It provides the foundation of the management rights to which an owner is entitled.[23] According to Section 43 of The Companies Act of 2013, equity share capital and preference share capital are the two distinct types of shares that must be issued by a company limited by shares in order to raise capital. Both types of shares are distinct from one another in that they come with different voting rights. The right of a corporation’s shareholders to vote on questions of corporate policy like the issue of new securities, starting corporate actions such as mergers or acquisitions, authorizing dividends, and making significant changes in the corporation’s operations, etc is empowered via voting rights which gives the shareholder a power to interfere, approve, disapprove and even change the board’s decision. Typically, the shareholders enjoy the ‘one share, one vote’ phenomenon however there are different types of voting powers enjoyed by different classes of shareholders by the virtue of their holding such as differential voting rights, affirmative voting rights, proportional voting rights, etc.

The definition of “control” of corporate entities/bodies in Indian law has continually changed over time, particularly in the context of conglomerate/group arrangements where several holding and subsidiary firms have been formed. The Supreme Court of India, in the case of ARCELOR MITTAL INDIA PRIVATE LIMITED V/S. SATISH KUMAR GUPTA[24] (“Arcelor Mittal Case”), has discussed the definition of ‘control’ at length and has broadly categorized the definition as[25]:

(a) de jure control, where ‘control’ is determined by the right of a person (along with persons acting concert) to appoint a majority of directors; and

(b) de facto control, where ‘control’ is determined by the ability of a person to control the management or policy decisions of the company.

The Securities Appellate Tribunal, in SUBHKAM VENTURES PRIVATE LIMITED V/S SEBI[26] (“Subhkam Ventures Case”), analyzed the ability of a person to have positive and active control and it was observed that a proactive power would include the ability of a person to command the target company on what he/she wants to do by creating or controlling a situation through taking the initiative and thus when a person possesses the power to prevent a company from doing what the company wants to, it cannot be considered as the positive control.[27]

Affirmative voting rights, veto power, or consent matters are defined as items that have been agreed upon by Agreements/Articles and are frequently included in shareholder agreements, joint venture agreements, etc. One such category of affirmative rights is known as Protective rights. Protective rights are granted to the investor by affirmative vote(s). It imposes a duty on the company’s promoters and board of directors to get consent in advance from those who have affirmative rights before making decisions about issues covered by affirmative voting rights. The investor(s) should exercise sufficient diligence to confirm that the positive voting rights given by the company are accurately reflected in the company’s articles of association (AOA) on the failure of which their rights become unenforceable which has been held by Delhi High Court in WORLD PHONE INDIA PVT. LTD. AND OTHERS V. WPI GROUP INC. USA[28]

One of the most controversial and highlighted case of TATA CONSULTANCY SERVICES V/S CYRUS INVESTMENTS PVT LTD[29] (“TCS v/s Cyrus” case) raised numerous complex issues on law and governance one among such was “Should nominee directors of a majority shareholder have substantial affirmative powers and What is the fiduciary duty of nominee directors?”[30]

In order to protect the needs of the nominator, a nominee director is a representation of a stakeholder on the board of a corporation. Sections 149 (7) and 161 (3) of the Companies Act of 2013 specifically outline the requirements for the nomination of nominee directors. The last provision states that [31]–

“Section 161 (3)- Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force, or of any agreement by the Central Government or the State Government by its shareholding in a Government company.”[32] 

In other words, Nominators, who are often financial institutions or investors, nominate nominee directors to the board of the borrowing firm to reflect and protect those parties’ interests, and such an appointment is not a straightjacket formula but subject to various prerequisite conditions one among which is to follow the procedures established by articles. Therefore, the very terminology “Nominee Director” entitles them to the dual duty of being a nominee as well as a director. Hence a nominee Director is duty-bound to act as a director under section 166 of the Act and fulfill all his general duties of the company.

In the landmark case TCS v/s Cyrus Mistry, peripheral for the nominee director was outlined. The nominated directors of the Tata Trusts who were the majority shareholders as well were given affirmative rights under Article 121 of the AOA (Articles of Association) of the company i.e. Tata Sons (majority shareholders) in a few situations. The Apex court pointed out that such rights are a global norm. The argument was that such rights and the pre-consultation by such directors with Trusts’ officials on matters to come up before the Tata Sons board are in contrast with the duties of the directors to uphold the interest of the company and exercise independent judgment.[33] Duties of directors are not only laid down in company law but also understood via common law jurisprudence and hence the apex court held that the nominee director is entitled to take care of the interests of the nominator, he is duty bound to act in the best interests of the company and not fetter his discretion. Therefore, the basic tenet that governs a nominated director’s decisions is that they must act in the best interests of the business as a whole which should be over and above the nominator’s interest.[34]

Reality:

As per the study conducted by IMD Global Board Centre in Lausanne, Switzerland there are mainly four kinds of conflict of Interest out of which Tiers I and II pertaining to the conflict of interest between the board of the company and the interest of the company at large and Tier-III pertains to conflict among the stakeholders and shareholders due to improper synchronization and harmonization.[35] Board members are recruited by shareholders based on their experience, expertise, and discretion. As soon as the board takes charge the conflict of interest among various shareholders of different classes or the same class starts becoming visible. According to the report, when a board’s primary responsibility is to look out for a specific group of shareholders, all important decisions are focused to the advantage of that one group henceforth the concerns of all the other stakeholders are kept aside henceforth It is the duty of the board to handle conflicts prudently and in harmony with the rights of all stakeholders involved in a thoughtful, constructive way.[36]

By the virtue of the doctrine of separation of ownership and control, one end of the rope is held by the shareholders as the owners and another end by the directors possessing the management powers. To fulfill their duties to manage the day-to-day affairs of the company the board is empowered with certain powers which are controlled directly via legislatively imposed restrictions enacted as the provision in the Act and indirectly via granting the shareholders with certain rights and powers to control the activities and ensure the good governance in the company. However, the incongruity of the situation is the principle of majority rule according to which the majority of shareholders are required to come together to exercise a negative controlling right and shut the door of unfair practices of directors. In India, a large number of companies especially private limited companies have a governance structure wherein the shareholder functions as the director of the company, thereby owning and controlling the company at the same time and in such a case majority directors are nominee directors or majority shareholder can do whatever they wish to i.e., in their self-interest even if it is within the boundaries of the law. In such a case the minority shareholders can raise their voice against the unfair commercial practices under section 241 and section 242 of the Companies Act, 2013 as oppression and mismanagement, however, the minimum requirement of 100 or 1/10^th members to file the petition to the tribunal and raise their concerns. In serious and rare cases even if the criteria of minimum requirement are removed or forgone, the business judgment rule serves as a guardian angel to the directors. A legal principle known as the “Business Judgment Rule” aids in protecting the board from baseless legal actions over how it actually operates. According to a principle, boards are expected to behave in “good faith,” i.e., in accordance with the fiduciary obligations of commitment, vigilance, and responsibility. The courts will not examine or contest the board’s judgments if there is no proof that it arbitrarily violated any conduct standards.[37] Thus we can say by presuming that management is operating in the corporation’s and its stakeholders’ best interests without evidence to the contrary, the business judgment rule shields businesses from frivolous litigation. The rule assumes that managers won’t always choose the best course of action. Judiciary won’t intervene in a management’s activities provided it is crystal clear that they have violated the law or acted contrary to the interests of company and its related stakeholders at large.

Above all the court of justice denies interfering in the prudent and intelligent commercial man’s decision because the judges are the experts of corporate law and not corporate affairs. Thus, for better or worse, directors are considered by courts to be business experts and they often are. Judges go to such great lengths to defer to directors’ decisions that the shareholder wealth maximization norm is a complete nullity. As effectively highlighted in the Tata Sons v/s Cyrus Mistry’s[38] case, the Apex Court held that:

“Even in cases where Tribunal finds that the removal of a Director was not in accordance with the law or was not justified on the facts, the tribunal cannot grant relief under section 242 unless the removal was oppressive or prejudicial. The validity of and justification for the removal of a person can never be the primary focus of a tribunal under section 242 unless the same is in furtherance of the conduct oppressive or prejudicial to some of the members.”[39]

Although the spirit of law envisages that the majority should not dominate the minority. However, at times the controlling or majority shareholders join the hands of the directors for the greed of shared unlawful profits by suppressing the needs of the minority shareholders as well as the company. Some examples of misconduct are[40]:

• Issuing shares to dilute minority interest
• Instituting a dividend policy that is detrimental to shareowners having non-controlling interests
• Declaring a company insolvent in order to transfer its assets to a creditor that is under the control of the controlling owner
• Preventing shareholders with limited control to access the company’s accounts and other records and books
• Engaging in prohibited trading of the corporation’s securities, etc

The idea of dominating shareholders is more nebulous in Indian business organizations. The promoters’ ownership is divided across several friends, family, and business companies. It might be challenging to determine this group’s entire effective holding. The issue of corporate governance violations by powerful shareholders presents regulators with a variety of challenges. In many situations, it might be challenging to determine how much the regulator should meddle with everyday business operations. In India, the majority of investors prioritize short-term gains. They just care about dividends. Their basic does not include active engagement in government. Promoters often own a sizable ownership share in firms, which allows them to maintain influence over them. Minority shareholders find it challenging to express their concerns because the promoter, his family, and his friends do not own or control a significant portion of the company’s shares. Shares grant ownership rights, including rights to earnings and property. In some circumstances, shares can come with some secondary rights, such as control rights—the authority to elect the Board and consent to specific significant actions. The phrase “shareholder democracy” emphasizes the less significant and ancillary aspect of shareholder rights. Ownership rights should be a bigger priority for corporate governance. Saying that a shareholder’s control rights have been completely upheld if his ownership rights have been abused is inaccurate.

An example of shareholder activism is when investors work to improve a company’s business which is much needed or to influence the management in governing the company to protect the interest of the shareholders.[41] In India, the Companies Act is a prime source of legislative regulations to promote as well as support shareholder activism. Under the Act, shareholders are made the prominent authority to make or approve the decision made by the board. The regulations made by SEBI act as complementary to the present Companies Act by providing additional rights and remedies to the shareholders of a listed company limited by shares.

The role of the board in an activist environment is an important one. Directors can help ensure the company anticipates which activists might target the company, and which issues they might raise. By being familiar with activism trends, they can encourage management to proactively address common issues that are attracting attention.[42] Some shareholders engage in activism because they believe it is a successful strategy for raising the value of the company in which they own stock. Others use this to change governance practices that they feel are detrimental to long-term value. The types of activism are numerous, however, the objective remains the same, that is, to persuade management and boards to alter the way their organizations are operated.

A proxy vote can be a boom in the disguise and serves as a filler to the gaps in the bridge, for a member who can’t physically attend a meeting to cast a vote.  But like every coin has two sides, the misuse of the proxy vote is not unknown, and hence proxy vote is not only a privilege but also a responsibility. In some instances, such as a lease amendment vote, proxies may substitute for a meeting. Proxy voting may be used in place of meetings in specific circumstances, such as a ballot on a lease modification. The universal proxy offers the proxy bearer total freedom to cast his vote however he pleases. The particular proxy gives the holder clear guidelines on how the shareholder wants to cast their choice. It is also possible to utilize a hybrid structure, where the proxies are generic in nature but leaves room for the proxy owner to receive more detailed instructions.[44] Despite of industrial development, there is a vast gap between the decision makers and decision approvers due to various reasons among which one is an information gap. Management may not disclose all information in advance required for a shareholder (even proxies) to make an informed vote. One example of abuse of proxies was revealed in the board room of Procter and Gamble Company where the management’s election shareholders approximately $60 million wherein the recounting of votes unveiled the use and extreme abuse of power of proxies. The implementation of blockchain technologies may have avoided these problems.[45]

AUTHOR: ADVOCATE VIDHI JAIN

NOTE: The content of this article is intended to provide a general guide and interpretation of the author to the subject matter. Specialist advice should be sought about your specific circumstances.

[1] Companies Act 2013

[2] CS S. Dhanapal, Roles and Responsibilities Of Directors Under Companies Act, 2013 available at: https://taxguru.in/company-law/roles-responsibilities-directors-companies-act-2013.html  published on 31 January, 2014; Dhanapal Sreepathi, Roles And Responsibilities Of Directors Under The New Regime available at: https://www.taxmanagementindia.com/visitor/detail_article.asp?ArticleID=5526 published on 15 March, 2014

[3] Companies Act 2013; Richa Bhandari and Praneet Kaur, India: Doctrine Of Corporate Opportunity -An Indian Perspective available at: https://www.mondaq.com/india/shareholders/1241228/doctrine-of-corporate-opportunity-an-indian-perspective published on 18 October, 2022

[4] Powers of Board of Directors available at: https://www.toppr.com/guides/business-law-cs/elements-of-company-law-ii/powers-board-directors.

[5] Kunal Madhukar, Restriction on Powers of Board of Directors available at: https://www.legalserviceindia.com/legal/article-2668-restriction-on-powers-of-board-of-directors.html

[6] Ibid

[7] Dr. Avtar Singh, Company Law 14th Ed. (Eastern Book Company, 2005) page 179

[8] Ibid

[9] (1909) 1 Ch. 267 – https://heinonline.org/HOL/

[10] Dr. Avtar Singh, Company Law 14th Ed. (Eastern Book Company, 2005) page 179

[11] (2016) 134 CLA 450 – https://indiankanoon.org/doc/88568544/

[12] Urvashi, Rajeev Saumitra v. Neetu Singh & Ors available at:  https://thecompany.ninja/rajeev-saumitra-v-neetu-singh-ors/ published on 3 October, 2021

[13] (2016) 134 CLA 450 – https://indiankanoon.org/doc/88568544/

[14] (1973) 1 SCC 602

[15] Kushi, Divyansh, et.al., Director’s Fiduciary Duty: Understanding the Trust Issues between a Director and a Company available at:  https://taxguru.in/company-law/directors-fiduciary-duty-understanding-trust-issues-director-company.html published on 28 July 2020

[16] (1983) 24 DLT 214 (DB)

[17] Kushi, Divyansh, et.al., Director’s Fiduciary Duty: Understanding the Trust Issues between a Director and a Company available at:  https://taxguru.in/company-law/directors-fiduciary-duty-understanding-trust-issues-director-company.html published on 28 July 2020

[18] Ibid

[19] Examples of Common Forms of Breach of Fiduciary Duty That Result in Litigation available at: https://millerlawpc.com/examples-of-breach-of-fiduciary-duty/

[20] Shivani Rajesh, Voting Rights Of Shareholders Of A Company available at:  https://www.linkedin.com/pulse/voting-rights-shareholders-company-shivani-rajesh/ published 25 September, 2017

[21] Adv. Bhushan Bajaj, Procedure for Removal of Director by Shareholders (Section 169 of Companies Act, 2013) available at: https://taxguru.in/company-law/procedure-removal-director-shareholders-section-169-companies-act-2013.html published on 10 November, 2020

[22] Anushka Vohra, Removal of Directors: A guide to forced exit of directors available at: https://vinodkothari.com/2021/12/removal-of-directors-a-guide-to-forced-exit-of-directors/ published on 22, December, 2021

[23] Shivani Rajesh, Voting Rights Of Shareholders Of A Company available at: https://www.linkedin.com/pulse/voting-rights-shareholders-company-shivani-rajesh/ published on 25 September, 2017

[24] (2019) 2 SCC 1

[25] G.V. Yasasvi, The Interplay between Affirmative Voting Rights & Control available at: https://tlegal.com/blog-details/the-interplay-between-affirmative-voting-rights-and-control published on 11 September, 2020

[26] Appeal No. 8 of 2009

[27] G.V. Yasasvi, The Interplay between Affirmative Voting Rights & Control available at: https://tlegal.com/blog-details/the-interplay-between-affirmative-voting-rights-and-control published on 11 September, 2020

[28] (2013)SCC OnLine Del 1098

[29] (2021) 9 SCC 449

[30] Arpan Chaturvedi, Tata Vs Mistry: Why Mistry’s Oppression Case Failed In The Supreme Court available at: https://www.bqprime.com/law-and-policy/tata-vs-mistry-why-mistrys-oppression-case-failed-in-the-supreme-court published on 28 March, 2021

[31] Megha Mittal & Ajay Kumar, Role of Nominee Directors : Balance is the Key available at: https://vinodkothari.com/2021/04/role-of-nominee-directors published on 2 April, 2021

[32] Companies Act 2013

[33] Arpan Chaturvedi, Tata Vs Mistry: Why Mistry’s Oppression Case Failed In The Supreme Court available at: https://www.bqprime.com/law-and-policy/tata-vs-mistry-why-mistrys-oppression-case-failed-in-the-supreme-court published on 28 March, 2021

[34] Megha Mittal & Ajay Kumar, Role of Nominee Directors : Balance is the Key available at: https://vinodkothari.com/2021/04/role-of-nominee-directors published on 2 April, 2021

[35] Lakshna Rathod, What is Shareholder Conflict of Interest? available at: https://www.diligent.com/en-gb/blog/boards-shareholder-conflict-of-interest-uk/ published on 27 February, 2019

[36] Ibid

[37] ADAM HAYES, What Is the Business Judgment Rule? With Exemptions & Example available at: https://www.investopedia.com/terms/b/businessjudgmentrule.asp published on 27 April, 2022

[38] Tata Consultancy Services V/S Cyrus Investments Pvt Ltd (2021) 9 SCC 449

[39] TATA Consultancy Services Ltd. v/s Cyrus Investments (P) Ltd. (2021) 9 SCC 449

[40] Robert M. Heller, Have a Corporation’s Controlling Shareholders Manipulated the Corporation for Their Own Self-Interest? available at: https://ffslaw.com/articles/have-a-corporations-controlling-shareholders-manipulated-the-corporation-for-their-own-self-interest/

[41] Sakate Khaitan, Sangeeta Jhunjhunwala, et.al., Shareholder Activism in India: Overview available at: https://uk.practicallaw.thomsonreuters.com/ published on 1 December, 2021

[42] PWC, The Director’s Guide to Shareholder Activism available at: https://www.pwc.com/us/en/services/governance-insights-center published on September, 2022

[44] BRUCE A. CHOLST, Voting By Proxy available at: https://cooperatornews.com/article/voting-by-proxy

[45] Jacqueline Hennelly, Shareholders Should Not Share their Voting Rights: Elimination of Proxy Voting through Blockchain Technology available at: https://news.law.fordham.edu/jcfl/2020/11/16/shareholders published on 16 November, 2020