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Minority Shareholder Rights in India: Implications for Lenders and Distressed Transactions

Minority shareholder disputes are rarely factored into credit underwriting. In practice, they surface precisely when lenders least want friction—during enforcement, restructurings, schemes of arrangement or exits. When they do, they slow timelines, destabilise valuations and weaken recoveries. This write up examines minority shareholder rights not as a corporate governance abstraction, but as a transaction and enforcement risk. Viewed through a lender and investor lens, minority claims often operate as delay levers—capable of stalling deals, reopening valuations and complicating otherwise executable resolutions. In distressed Indian companies, minority risk is rarely fatal—but it is frequently expensive. While minority shareholders often find themselves in a structurally weak position within Indian companies. However, for lenders, investors and in-house legal teams, minority shareholder disputes are no longer a purely equity-side issue—they directly impact enforcement timelines, transa...
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Key Negotiation Considerations in Contribution Agreements for AIFs

Contribution Agreements are often presented as standard form documents with limited scope for negotiation. In practice, however, they operate as core risk allocation instruments — and careful drafting can materially influence investor rights, governance, and downside protection. While commercial terms may be largely set, the legal framework around them is far from rigid. From transfer restrictions and co-investment structures to removal rights and drawdown conditions, there is meaningful scope to recalibrate how risk is shared between the Investment Manager and contributors. This post highlights key areas where targeted negotiation and precise drafting can significantly enhance investor protections — without disrupting the underlying commercial understanding. 1. Transfer of Units – Limiting Manager Discretion: A frequent issue arises in provisions that subject transfers to conditions “as the Investment Manager may determine in its discretion.” Such language is inherently broad an...
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Bitcoin Lending: From Crypto Innovation to Credit Architecture

Bitcoin lending has evolved from informal peer-to-peer arrangements into structured credit products , often routed through offshore special purpose vehicles (SPVs) and regulated intermediaries. At its core, bitcoin lending allows a borrower to access liquidity either in fiat or stablecoins , against a promise to repay with interest—sometimes with bitcoin involved as collateral, sometimes as the loan asset itself. For Indian lenders, fintechs, and compliance teams, the key question is no longer whether bitcoin lending exists, but how the risk is structured , where the enforceability sits , and whether it resembles credit or custody under Indian law. Two Distinct Models: A.  Bitcoin-Backed Loans (Collateralised Model): In a bitcoin-backed loan: The borrower pledges bitcoin as collateral; The lender disburses fiat currency or stablecoins; Bitcoin is typically custodied, escrowed, or controlled via smart contracts; Loan-to-Value (LTV) ratios, margin calls, and liquid...
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Insolvency Tribunals Cannot Decide Disputed Trademark Ownership: Supreme Court Draws a Clear Jurisdictional Line

The Supreme Court of India has, in a recent decision in Gloster Limited vs. Gloster Cables Limited & Ors. , delivered an important clarification on the limits of insolvency jurisdiction , particularly where intellectual property ownership disputes intersect with the Corporate Insolvency Resolution Process (CIRP). The ruling is significant for lenders, resolution applicants and insolvency professionals, as it reinforces that insolvency forums are not substitutes for civil courts in adjudicating complex title disputes. Background:  The dispute arose in the CIRP of Fort Gloster Industries Limited , where competing claims were raised over the ownership of the trademark “Gloster” . The successful resolution applicant asserted that the trademark was a corporate debtor asset , capable of being transferred under an approved resolution plan. Another party (who was assigned the rights over the trademark vide an assignment agreement, and was also an associate company of t...
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Draft RBI (NBFC – Responsible Business Conduct) Amendment Directions, 2026

 -  From Policy Intent to Enforceable Conduct Standards On 11 February 2026, the Reserve Bank of India released the   Draft Non-Banking Financial Companies – Responsible Business Conduct (Amendment) Directions, 2026  (“ Amendment Directions ”), effective from 1 July, 2026 . These amendments form part of the RBI’s broader effort to recalibrate conduct regulation for regulated entities, particularly in areas impacting customer protection, fairness and governance. Notably, the Amendment Directions flow directly from the policy intent articulated in  RBI’s Statement on Developmental and Regulatory Policies , released alongside the February 2026 Monetary Policy. The Amendment Directions therefore represent a deliberate regulatory progression rather than an isolated compliance update. Why Responsible Business Conduct Matters? The regulatory emphasis on conduct is rooted in persistent customer-level issues observed across the NBFC sector. Common themes emerging f...
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