Umakanth
Varottil

Programme Advisor, Member, Board of Studies,
and Visiting Professor

Areas of Interest

Company Law | Corporate Governance | Law & Finance in India

Umakanth Varottil is a Professor at the National University of Singapore. He specializes in corporate law and governance, mergers and acquisitions and corporate finance. While his work is generally comparative in nature, his specific focus is on India and Singapore. He has co-authored or co-edited five books, published articles in international journals and founded the IndiaCorpLaw Blog. He has also taught on a visiting basis at law schools in Australia, India, Italy, New Zealand and the United States.

Umakanth is an editor of the Oxford Business Law Blog, Indian Law Review, Asian Journal of Comparative Law and Singapore Journal of Legal Studies. He is also a Research Member of the European Corporate Governance Institute. Prior to his foray into academia, Umakanth was a partner at a pre-eminent law firm in India. During that time, he was also ranked as a leading corporate/mergers and acquisitions lawyer in India by the Chambers Global Guide.

Publications

“Unpacking the Scope of Oppression, Prejudice and Mismanagement Under the Companies Act, 2013, [2020] Supreme Court Cases J-1 – J-26

“Venture Capital in China and India: Does Business Form Matter?”, (2020) 53 Vanderbilt Journal of Transnational Law 949-987 (with Lin Lin)

“Related Party Transactions in Commonwealth Asia: Complicating the Comparative Paradigm”, (2020) 17 Berkeley Business Law Journal 1-43 (with Dan W. Puchniak)

“Hostile Takeover Regimes in Asia: A Comparative Approach”, (2018) 15 Berkeley Business Law Journal 267-305 (with Wai Yee Wan)

“Against Aviation Orthodoxy: India’s Foreign Investment Regime for the Airline Industry”, (2018) 44 Brooklyn Journal of International Law 51-108 (with Jae Woon Lee)

“The Proliferation of Corporate Governance Codes in the Backdrop of Divergent Ownership Structures”, (2018) Competition & Change:https://doi.org/10.1177%2F1024529418813832 

“The Scheme of Arrangement as a Debt Restructuring Tool in India: Problems and Prospects”, (2018) European Company and Financial Law Review 585-614

“Due Diligence in Share Acquisitions: Navigating the Insider Trading Regime”, (2017) (2) Journal of Business Law 237-259

“The Evolution of Corporate Law in Post-Colonial India: From Transplant to Autochthony”, (2016) 31 American University International Law Review 253-325

“State-Owned Enterprises in Singapore: Historical Insights Into a Chosen Model for Reform” (2015) 28(2) Columbia Journal of Asian Law, 61-97 (with Tan Cheng Han & Dan W. Puchniak)

“Regulating Squeeze Outs in India: A Comparative Perspective” (2015) 63(3) American Journal of Comparative Law 1009-1052 (with Vikramaditya Khanna)

“Comparative Takeover Regulation and the Concept of ‘Control’”, [2015] Singapore Journal of Legal Studies 208-231 “Corporate Governance in M&A Transactions” (2013) 24(2) National Law School of India Review 50-61

“Microfinance and the Corporate Governance Conundrum” (2012) 9 Berkeley Business Law Journal 242-292 “The Advent of Shareholder Activism in India” (2012) 1 (6) Journal on Governance 582-628

“The Enforceability of Contractual Restrictions on the Transfer of Shares” (2012) 21(1) Supreme Court Cases J-1 – J-24 (with V. Niranjan)

“Investment Agreements in India: Is There an ‘Option’?” (2011) 4(4) NUJS Law Review 467-493

“Corporate Criminal Liability and Securities Offerings: Rationalizing the Iridium- Motorola Case” (2011) 23(1) National Law School of India Review 109-132 (with Mihir Naniwadekar)

“Independent Directors and their Constraints in China and India” (2011) 2 Jindal Global Law Review 127-155

“Corporate Governance in India’s Infrastructure Sector: Issues and Perspectives” (2011) 3 IDFC Law Reporter 93-100

“Evolution and Effectiveness of Independent Directors in Indian Corporate Governance” (2010) 6 Hastings Business Law Journal 281-376

“India’s Corporate Governance Voluntary Guidelines 2009: Rhetoric or Reality?” (2010) 22 No.2 National Law School of India Review 1-28

“Strategies for Host Country Regulation of Hedge Funds: Lessons from India’s Approach” (2009) 11 No. 1 Australian Journal of Asian Law 113-134

“A Cautionary Tale of the Transplant Effect on Indian Corporate Governance” (2009) 21(1) National Law School of India Review 1-49

“Sovereign Debt Documentation: Unraveling the Pari Passu Mystery” (2008) 7 DePaul Business & Commercial Law Journal 119-143

“Corporate Criminality and the Law” (1996) 38 Journal of the Indian Law Institute 218 (with T.K. Bhaskar)

“Regulation of Hazardous Substances: Law and Policy” (1995) 37 Journal of the Indian Law Institute 508

Mergers & Acquisitions in Singapore: Law & Practice (Singapore: LexisNexis, 2013)(with Wan Wai Yee)

Casebook on Corporate Governance (Singapore: Sweet & Maxwell, 2009) (with Chew Heng Ching, Tan Chong Huat, Tan Lay Hong & Long Hsueh Ching)

Review of “Corporate Social Responsibility of Multinational Corporations in Developing Countries: Perspectives on Anti-Corruption” by Adefolake O. Adeyeye. [2013] Singapore Journal of Legal Studies 226-229

Review of “The Globalization of Corporate Governance” by Alan Dignam & Michael Galanis. (2012) 2(1) Asian Journal of International Law 197-199

“Minority Shareholders’ Rights, Powers and Duties: The Market for Corporate Influence” in Afra Afsharipour & Martin Gelter, eds., Comparative Corporate Governance (Cheltenham: Edward Elgar, 2021), pp. 346-367

“Corporate Law in Colonial India: Rise and Demise of the Managing Agency System” in Serge Dauchy, Heikki Pihlajamaki, Albrecht Cordes & Dave De ruysscher, Colonial Adventures: Commercial Law and Practice in the Making (Leiden: Brill Nijhoff, 2021)

“Related Party Transactions in Commonwealth Asia: Complexity Revealed” in Luca Enriques & Tobias Troger, eds., The Law and Finance of Related Party Transactions (Cambridge: Cambridge University Press, 2019), pp. 327-360 (with Dan W. Puchniak)

“Securities Markets” in Devesh Kapur & Madhav Khosla, eds., Regulation in India: Design, Capacity, Performance (Oxford: Hart Publishing, 2019), pp. 97-117

“India” in Bruce Aronson & Joongi Kim, eds., Corporate Governance in Asia: A Comparative Approach (Cambridge: Cambridge University Press, 2019), pp. 182-210

“The Efficacy of India’s Legal System as a Tool for Investor Protection” in Pierre- Henri Conac & Martin Gelter, eds., Global Securities Litigation and Enforcement (Cambridge: Cambridge University Press, 2018), pp. 813-845

“The Stakeholder Approach to Corporate Law: A Historical Perspective from India” in Harwell Wells, ed., Research Handbook on the History of Corporate Law (Cheltenham: Edward Elgar, 2018), pp. 381-400

“Analysing the CSR Spending Requirements under Indian Company Law” in Jean J. du Plessis, Umakanth Varottil & Jeroen Veldman, eds., Globalisation of Corporate Social Responsibility and its Impact on Corporate Governance (Springer International Publishing, 2018), pp. 231-253

“The Significance of Moving Beyond Corporate Social Responsibility (CSR)” in Jean J. du Plessis, Umakanth Varottil & Jeroen Veldman, eds., Globalisation of Corporate Social Responsibility and its Impact on Corporate Governance (Springer International Publishing, 2018), pp. 3-23 (with Jean J. du Plessis and Jeroen Veldman)

“The Nature of the Market for Corporate Control in India” in Umakanth Varottil & Wai Yee Wan, eds., Comparative Takeover Regulation: Global and Asian Perspectives (Cambridge: Cambridge University Press, 2017), pp. 344-380

“Concluding Observations and the Future of Comparative Takeover Regulation” in Umakanth Varottil & Wai Yee Wan, eds., Comparative Takeover Regulation: Global and Asian Perspectives (Cambridge: Cambridge University Press, 2017), pp. 474-481

“Comparative Takeover Regulation: The Background to Connecting Asia and the West” in Umakanth Varottil & Wai Yee Wan, eds., Comparative Takeover Regulation: Global and Asian Perspectives (Cambridge: Cambridge University Press, 2017), pp. 3-34

“The Stakeholder Approach Towards Directors’ Duties Under Indian Company Law” in Mahendra Pal Singh, The Indian Yearbook of Comparative Law 2016 (India: Oxford University Press, 2017), pp. 95-120 (with Mihir Naniwadekar)

“Regulating Equity Crowdfunding in India: Walking a Tightrope” in P.M. Vasudev & Susan Watson, eds., Global Capital Markets – A Survey of Legal and Regulatory Trends (Cheltenham: Edward Elgar, 2017), pp. 172-198 (with Arjya Majumdar)

“Board Independence in India: From Form to Function?” in Dan W. Puchniak, Harald Baum and Luke Nottage, eds., Independent Directors in Asia: A Historical, Contextual and Comparative Approach (Cambridge: Cambridge University Press, 2017), pp. 352- 389 (with Vikramaditya Khanna)

“The Impact of Globalization and Cross-border Mergers & Acquisitions on the Legal Profession in India” in David B. Wilkins, Vikramaditya S. Khanna & David M. Trubek, The Indian Legal Profession in the Age of Globalization (Cambridge: Cambridge University Press, 2017), pp. 170-216

“Corporate Governance in India: The Transition from Code to Statute” in Jean du Plessis & Chee Keong Low, eds., Corporate Governance Codes for the 21st Century: International Perspectives and Critical Analyses (Switzerland: Springer International Publishing, 2017), pp. 97-114

“Corporate Governance” in Linda Spedding, ed., India: The Business Opportunity (Lucknow: Eastern Book Company, 2016), pp. 289-342 (with Richa Naujoks)

“Government Contracts” in Sujit Choudhary, Madhav Khosla & Pratap Bhanu Mehta, eds., Oxford Handbook of the Indian Constitution (Oxford: Oxford University Press, 2016), pp. 967-984

“Mergers & Acquisitions” in Shaun Star (ed.), Australia and India – A Comparative Overview of the Law and Legal Practice (New Delhi: Universal Law Publishers (an imprint of LexisNexis), 2015), pp. 99-120 (with Emma Armson)

“Shareholder Empowerment in Controlled Companies: The Case of Singapore” in Randall Thomas & Jennifer Hill (eds.), The Research Handbook of Shareholder Power (Cheltenham: Edward Elgar, 2015), pp. 572-591(with Luh Luh Lan)

“The Rarity of Derivative Actions in India: Reasons and Consequences” in Dan W. Puchniak, Harald Baum & Michael Ewing-Chow (eds.), The Derivative Action in Asia: A Comparative and Functional Approach (Cambridge University Press, 2012), pp. 369-397 (with Vikramaditya Khanna)

“Sovereign Debt Documentation and the Pari Passu Clause” in Robert W. Kolb (ed.), Sovereign Debt: From Safety to Default (John Wiley & Sons, 2011), pp. 227-234

“A Dose of Sunlight Therapy: Using corporate and Securities Laws to Treat Climate Change” (2009) 1, Indian Yearbook of International Law and Policy, 112-131

The Reform Decade: Corporate and Commercial Law in India (Eastern Book Company, India, 2020) (with Mihir Naniwadekar & V. Niranjan)

Globalisation of Corporate Social Responsibility and its Impact on Corporate Governance (Springer International Publishing, 2018) (with Jean J. du Plessis & Jeroen Veldman)

Comparative Takeover Regulation: Global and Asian Perspectives (Cambridge: Cambridge University Press, 2017) (with Wai Yee Wan)