Persons Acting In Concert - Concept, Implications And Jurisprudence

The concept of "persons acting in concert" ("PAC") is a core concept under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI Takeover Code") and has over time also been subject matter of various disputes arising out of interpreting the term. At the stage of structuring the transaction and making disclosures, the term may also lead to certain unintended consequences based on how other regulators may examine it whilst evaluating the approval request or exemptions in relation to the transaction. However, the focus of this article is to provide readers with a summary of: (i) the purpose of the said concept under SEBI Takeover Code; (ii) the jurisprudence that has evolved over time that will assist in identifying bright line tests for interpreting the term; and (iii) our views on some challenges that remain open.