Journal of Corporate Governance and International Business Law

Towards a Balanced Approach: ISDS Alternatives for Sustainable Investment Protection

Aditya Porwal, Harsh Gupta — Fri, 04 Apr 2025 00:00:00 +0000

Investor-State Dispute Settlement (ISDS) mechanisms have emerged as an important tool for resolving conflicts between foreign investors and host countries, aiming to provide neutral arbitration outside of domestic courts. Over time, however, ISDS has received widespread criticism over the years for its opacity, high costs, and disproportionate favouritism of investors, often at the expense of state sovereignty and public welfare. These concerns have prompted a global rethinking of how investment disputes are handled. In response to rising discontentment, countries are turning to alternatives that prioritize a long-term commitment while protecting state interests. India, which was once an enthusiastic supporter of ISDS through early Bilateral Investment Treaties (BITs), has significantly shifted its thinking. Its previous agreements, which were characterized by investor-centric provisions, left plenty of scope for broad and sometimes harmful interpretations by tribunals. The socioeconomic and regulatory landscape has since evolved, prompting the country to take a more balanced and forward-thinking stance. India’s 2016 Model BIT, which focuses on investor obligations and alternative dispute resolution, represents a significant departure from its previous pro-investor frameworks. This approach reflects an overall global movement toward solutions such as the European Union’s
Multilateral Investment Court (MIC) and the incorporation of mediation and conciliation into dispute resolution. The future of investment protection lies in models that not only protect investor rights but also ensure host countries’ sovereignty and sustainability, resulting in a more equitable and transparent global investment regime. There are various issues which the paper will be discussing and looking for a balanced approach in investment protection regime.

A Review of Corporate Social Responsibility and Its Impact on Development of India

Pankaj Shakya, Satish Maheshwari — Mon, 16 Jun 2025 00:00:00 +0000

Corporate Social Responsibility (CSR) is essential for promoting sustainable development, as it weaves social, environmental, and economic obligations into the core strategies of businesses. This review examines the impact of CSR initiatives on India's development, particularly in industries such as tourism and hospitality. The literature highlights CSR’s influence on corporate reputation, stakeholder trust, and financial performance while addressing challenges like inconsistent implementation and
regulatory compliance. With India's legal framework mandating CSR activities, businesses are increasingly focusing on structured and measurable social contributions. The findings suggest that a well-integrated CSR approach can drive inclusive growth, enhance corporate sustainability, and contribute to national progress. Future research should explore innovative CSR models to maximize developmental impact.

Plagiarism in Arbitration: The SICC’S Judgment in DJO v. DJP

Harsh Nassa — Mon, 08 Sep 2025 00:00:00 +0000

The power of arbitration lies in its finality, party autonomy, and procedural efficiency. Yet, the DJO v. DJP decision from the Singapore International Commercial Court (SICC) reveals a critical faultline, what happens when arbitrators fail to independently adjudicate disputes, instead copying prior reasoning from unrelated cases? In this landmark judgment, the SICC nullified an ICC arbitral award rendered in Singapore, not for misapplying the law or exceeding jurisdiction, but because the tribunal’s decision lifted significant portions verbatim from another arbitration award. What made the situation even more delicate was the identity of the presiding arbitrator, who had sat on all three parallel arbitrations involving the same respondent but different claimants and contracts. The case sheds light on evolving standards for natural justice, impartiality, and independence in international arbitration, particularly in the context of repeat arbitrator appointments and reliance on overlapping factual matrices. Through this comment, we explore the court’s nuanced reasoning and the potential ripple effects on arbitral practice across jurisdictions.

Emerging Corporate Governance Issues and Litigation Risks Due to ESG Norms: Striking A Balance Between Regulated Entities and Corporations

Dhriti Rohatgi, Atriyo Bhattacharya — Thu, 03 Apr 2025 00:00:00 +0000

The growing interest of investors and global awareness of environmental, social, and governance (ESG) risks are reshaping corporate priorities. Firms face increasing pressure from investors, employees, suppliers, customers, and governments to integrate ESG considerations into their operations, implement mitigation measures, and report progress transparently. ESG performance is broadly categorized into three pillars: environmental, social, and governance, and it has become a key metric for evaluating a company’s broader impact beyond financial returns. In India, no specific ESG due diligence criteria or legislation mandating ESG compliance exists. The “environmental” aspect of ESG is covered indirectly under the Environment Protection Act of 1986 and various other environmental legislations. The “Social” aspect is, largely covered under the Consumer Protection Act
2019, Prevention of Money Laundering Act, 2002, Prevention of Corruption Act, 1988 etc. Lastly, the “Governance” aspect of ESG is covered under the Companies Act, 2013, SEBI regulations, the SARFESI Act and various other company law legislations. Further, environmental, Social, and Governance (ESG) principles are reshaping corporate finance, with Regulated Entities (REs) playing
a pivotal role in advancing net-zero financing and sustainable investments. As ESG regulations evolve, corporations face increasing pressure to integrate sustainability while managing financial viability. India’s regulatory landscape primarily includes the Business Responsibility and Sustainability Report (BRSR) and SEBI’s Green Bond Principles. This enhances transparency and accountability. However, challenges such as greenwashing risks, regulatory inconsistencies, and rising ESG-related litigation
create complexities for businesses and financial institutions. Strengthening governance, streamlining ESG disclosures, and fostering sustainable finance mechanisms are critical to mitigating these risks. Despite the hurdles, the transition towards green finance presents significant opportunities for economic growth and investor confidence. By aligning corporate strategies with sustainability goals and ensuring robust policy frameworks, India can bridge its ESG investment gap, support ethical financing, and accelerate its path to a net-zero economy.

The Influence of Socially Responsible Investing (SRI) on Corporate Financial Performance

Gayatri Dilip Gohil — Wed, 07 May 2025 00:00:00 +0000

Firms must embrace good business conduct increasingly as more investors make investment choices based on environmental, social, and governance (ESG) issues. The goal of this study is to determine whether socially responsible investing has an impact on the firm's financial performance of the firms that engage in it. Analysis considers the following: critical literature review, empirical evidence, and case studies. The analysis reveals that companies engaged in high ESG commitments tend to be financially stronger, based on improved investor confidence, enhanced risk management, and extended sustainability. Although, on one hand, there are studies demonstrating high correlation between SRI and profitability, some also reveal that short-term performance is neutral or slightly negative due to the costs associated with compliance. However, in the long term, companies employing ESG principles to their models will be able to acquire competitive advantage, such as brand loyalty, regulatory
advantage, and operational risk reduction. This study looks deeper into the impact of institutional investors, regulation, and market settings in determining the mood for socially responsible investment (SRI). Based on key financial metrics such as return on assets (ROA), return on equity (ROE), and stock performance, this study identifies the way socially responsible investments unfold in generating corporate value. It finally concluded that, although some sector- and market-specific contextualities will be subject to a higher degree of benefits by way of financial returns through SRI practices, companies employing sustainable strategies will be able to attain sustainable economic viability while simultaneously building confidence with their different stakeholders. This will further contribute to the literature on the financial performance of SRI and act as the primary recommendations to investors, corporate managers, and other stakeholders of the evolving global environment for sustainable
investment.

Embedding Climate Commitments in Bilateral and Multilateral Trade Agreements: A Comparative Study of Enforceability and Sovereignty in EU-Mercosur and CPTPP

Neha Bobde — Fri, 18 Jul 2025 00:00:00 +0000

The accelerating climate crisis necessitates innovative policy integration across governance domains, including international trade. This paper critically examines the evolving practice of embedding climate change mitigation and adaptation commitments within bilateral and multilateral Free Trade Agreements (FTAs), focusing on the critical tensions between legal enforceability and national
sovereignty. Through a comparative case study analysis of two significant yet contrasting agreements, the ambitious but contested EU-Mercosur Association Agreement and the flexible, cooperative Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP), the research investigates how climate clauses are designed, whether they are enforceable, and how they impact the sovereign policy space of signatory states. The analysis reveals a fundamental dilemma. The EUMercosur
model, featuring a binding commitment to implement the Paris Agreement, specific forestry obligations, and a novel sanction-based enforcement mechanism, represents a significant step towards closing the "enforcement gap" of traditional soft-law approaches. However, it generates substantial friction with sovereignty, particularly for Mercosur states, creating policy lock-in, asymmetric burdens, and perceived coercive conditionality that has stalled ratification. Conversely, the CPTPP model explicitly affirms sovereign rights to set environmental priorities and relies primarily on non-binding cooperation and dialogue, excluding most climate provisions from its state-to-state dispute settlement. While this minimizes sovereignty constraints and accommodates diverse capabilities, it results in weak enforceability and marginal effectiveness in driving enhanced climate ambition. The paper argues that neither model offers an optimal solution. The high-conditionality approach risks political backlash and implementation hurdles, while the cooperative model fails to leverage trade governance effectively for urgent climate action. Effectiveness hinges on achieving a nuanced balance. Future FTA design must incorporate differentiated obligations aligned with the principle of Common But Differentiated Responsibilities and Respective Capabilities (CBDR-RC). Graduated enforcement mechanisms, progressing from cooperation to expert panels and reserving targeted sanctions only for egregious violations of core commitments are essential. Crucially, meaningful effectiveness and equity require integrating robust, binding support mechanisms (finance, technology transfer, capacity building) for developing countries, alongside unambiguous safeguards for the right to regulate for climate protection across all relevant chapters. Only through this sophisticated balance of obligation, support, and respect for sovereignty can trade agreements become credible instruments for advancing global climate governance.

A Study of Insolvency and Bankruptcy Code with Special Reference to Intellectual Property Rights

Ashwini A. Kulkarni — Tue, 06 May 2025 00:00:00 +0000

The Intellectual Property rights (IPR) are intangible in nature and offers distinctive rights to inventor or writer for his or her treasured invention or creation. The paper highlights diverse relations and issues of IPR together with patents, trademarks, commercial designs, geographic indications, copyright, etc. with their corresponding rules, regulations under the Insolvency and Bankruptcy code.

Corporate Governance and Ethical Decision Making in Media & Entertainment Industry in India

Vidhi P. Chandra — Sun, 15 Jun 2025 00:00:00 +0000

The establishment of effective corporate governance and ethical decision-making plays an important role in determining the success and growth of media & entertainment industry. As these industries operate across diverse regulatory environments and cultural contexts, the difficulty of maintaining ethical standards and sturdy governance practices increases. This paper shows the reciprocation between corporate governance frameworks and ethical decision-making processes within media & entertainment industry. It looks at how different governance systems shape ethical behavior, how leaders help create and support an ethical workplace culture, and how rules and cultural norms in various regions affect the way ethical decisions are made. By reviewing existing literature, this study identifies key challenges and best practices for media & entertainment industry endeavour to balance reputation with ethical integrity.

Navigating International Arbitration: Key Conventions and Their Impact on Dispute Resolution

Saquib Ahmed, Bhupinder Singh — Thu, 03 Apr 2025 00:00:00 +0000

International arbitration conventions are essential for offering a methodical framework for settling disagreements resulting from cross-border agreements and transactions. This article looks at important international agreements that have influenced arbitration practices all over the world, such as the UNCITRAL Model Law on International Commercial Arbitration and the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) of 1958.The New York Convention increases the legitimacy of arbitration as a dispute settlement process by making it easier for arbitral rulings to be recognized and enforced throughout its 169 signatory nations. It encourages international trade and investment by establishing that national courts must uphold arbitration agreements and enforce verdicts rendered in other jurisdictions. Furthermore, a thorough legal framework that unifies national arbitration rules is provided by the UNCITRAL Model Law, guaranteeing uniformity and equity in arbitral proceedings. This adaptability enables parties to customize their arbitration procedures to meet their unique requirements while upholding crucial due process protections. The effects of these accords on the efficacy, efficiency, and accessibility of international arbitration are further examined in this article. By examining how various legal systems interact, it demonstrates how international agreements help create a more stable and predictable setting for settling conflicts in a world economy that is becoming more intertwined by the day.

The Future of Spacs in India: Legal Readiness and Market Potential

Vartika Pandey — Sat, 14 Jun 2025 00:00:00 +0000

Special Purpose Acquisition Companies (SPACs) have emerged as a disruptive financial innovation globally, offering an alternative route to public listing through reverse mergers. While jurisdictions like the United States and Singapore have developed clear regulatory mechanisms to facilitate SPACs, India remains in the early stages of grappling with the feasibility and legality of such instruments. This paper explores the current legal framework in India governing SPACs, analyses the absence of a dedicated
regulatory regime under SEBI and the Companies Act, 2013, and evaluates the systemic barriers that hinder their adoption—such as restrictions on shell companies, ambiguity in taxation, and merger approvals. Through a comparative study with global regulatory models and a critical examination of policy developments, including SEBI’s recent consultations and GIFT City's role as an experimental sandbox, the paper assesses India’s legal readiness to accommodate SPACs. It further delves into the
market potential for SPACs in unlocking capital for high-growth sectors such as fintech, edtech, and healthcare. The paper concludes with forward-looking for regulatory reform that balance investor protection with capital market innovation, ultimately arguing that a well-regulated SPAC regime could strengthen India’s position as a global financial hub.

The Dematerialisation Mandate: Legal Implication for Private Companies

Jatin Bajaj — Sun, 31 Aug 2025 00:00:00 +0000

The attached article, “The Dematerialisation Mandate: Legal Implication for Private Companies,” examines the regulatory shift in India requiring private companies to convert their physical securities into electronic (dematerialized) form, as mandated by recent amendments to the Companies (Prospectus and Allotment of Securities) Rules under the Companies Act, 2013 made on February, 2025. The primary objective of the article is to examine the amended provisions, tracing the history and analyse the legal and operational implications of this mandate for private companies, highlighting the government’s intent to enhance corporate governance, transparency, and investor protection while addressing issues such as money laundering and white-collar crime. The article outlines the background of dematerialization in India, distinguishing between the regulatory requirements for public
and private companies. It notes that while public companies have long been subject to dematerialization requirements, the new rules extend these obligations to non-small private companies, with the compliance deadline recently extended to June 30, 2025. Key operational challenges are discussed, including the need for companies to obtain International Securities Identification Numbers (ISINs), amend Articles of Association, appoint SEBI-registered intermediaries, and guide shareholders through the process. The article also addresses the potential for operational bottlenecks and increased compliance costs, while underscoring the benefits of dematerialization, such as enhanced transparency, reduced risk of fraud, and streamlined share transfers. The article concludes that, despite the compliance burden, the dematerialization mandate represents a significant step toward modernizing India’s securities market and strengthening investor protection, fostering a more secure and efficient business environment. It also highlights that non-compliance will result in substantial penalties, reinforcing the importance of timely adherence to the new requirements.

The Dual Role of Corporate Lawyers: Balancing Legal Responsibilities and Business Interests

Vartika Pandey, Harsh Nassa — Thu, 13 Mar 2025 00:00:00 +0000

In the high-stakes arena of corporate transactions, lawyers wield significant influence that often extends far beyond the confines of boardrooms. This paper, The Dual Role of Corporate Lawyers: Balancing Legal Responsibilities and Business Interests, explores the ethical dimensions of this influential role. Traditionally, lawyers have argued that they bear no moral responsibility for their clients’ actions as long as those actions remain within the bounds of legality. However, in the intricate and rapidly changing field of corporate law, this viewpoint is becoming increasingly untenable. Corporate lawyers work in a domain where their decisions impact not just their clients, but also the wider community. This paper contends that given their substantial influence and the limited moral reasoning of corporate clients, lawyers can no longer distance themselves from the ramifications of their work. Instead, they should adopt a more mindful approach, weighing their clients’ interests against the broader societal consequences of their actions. By doing so, corporate lawyers can make a more meaningful contribution to both their clients and the community, ensuring that their legal expertise is in harmony with ethical values.

Role, Responsibilities, and Legal Framework of NGOs in India

Aditya Kedari — Tue, 06 May 2025 00:00:00 +0000

Non-Governmental Organizations (NGOs) are vital in promoting social development, advocating for human rights, protecting the environment, and implementing policies in India. NGOs bridge the gap between government initiatives and grassroots communities, addressing issues such as poverty, education, healthcare, women empowerment, and environmental sustainability. Nevertheless, NGOs in India are required to function within a clear legal framework, which is regulated by laws like the Societies Registration Act, 1860, the Indian Trusts Act, 1882, the Companies Act, 2013, and the Foreign Contribution (Regulation) Act (FCRA), 2010. This paper explores the roles, responsibilities, challenges, and legal framework under which NGOs function in India.

Exploring the Evolution of Environmental, Social, and Governance (ESG) Practices: A Comprehensive Review

Rupesh Kumar Malviya, Anupam Vijay, Aman Kumar Singh — Thu, 19 Jun 2025 00:00:00 +0000

The evolution of Environmental, Social, and Governance (ESG) practices marks a significant shift in how businesses approach sustainability, ethical accountability, and long-term value creation. Initially rooted in socially responsible investing (SRI) movements of the mid-20th century, ESG has transformed into a globally recognized framework driven by increasing awareness of climate change, social equity, and corporate governance failures. This comprehensive study traces ESG’s historical development, key dimensions, and its integration into modern corporate strategy, highlighting its influence on stakeholder engagement and global investment trends. The study explores the environmental aspects of ESG, including carbon reduction, biodiversity conservation, and resource efficiency; the social dimension, emphasizing diversity, equity, inclusion, labor rights, and community engagement; and governance, focusing on transparency, ethical decision-making, and board accountability. It also
examines the connections and trade-offs among these pillars, highlighting the necessity for a balanced, systems-thinking approach to implementing ESG. In spite of its potential, ESG is hindered by challenges like inconsistent reporting standards, high compliance expense, regulatory complexity, and data accessibility challenges. But the development of digital technologies, AI, and blockchain technology is enhancing the transparency of ESG data and real-time monitoring. The increasing demand for
sustainable investing, consumer interest in responsible brands, and changing global regulations provide huge opportunities for firms embedding ESG into their business models. The study finds that ESG is no longer a choice but a strategic necessity. Firms adopting ESG enjoy competitive edge, improve investor confidence, and help achieve large global agendas like the United Nations Sustainable Development Goals (SDGs). Future success with ESG depends on a cooperative effort from governments, investors, and businesses to build a more sustainable, equitable, and resilient global economy.