Tata-Mistry case: These groups don't deserve an ego fight, says Sanghvi

Abhishek Manu Singhvi
Senior Supreme Court Advocate Abhishek Manu Singhvi, the Tata Sons’ counsel at the National Company Law Tribunal (NCLT), tells Archis Mohan that Monday’s judgment is precedent setting in several ways and there was a deliberate attempt, in the course of the legal proceedings, to sully the Tata name.

You have tweeted that the NCLT judgement is precedent setting on many issues. What are the precedents this sets?

The Articles of Association (AoA) of the firm are old because it is an old well established company and somewhat unique. Therefore, a judgment on those Articles, e.g. Articles 75, 104, 118, 121 and others, is to the extent of the uniqueness of the Articles, is in itself a precedent setting judgment.

What are the precedents for corporate battles?

For all corporate battles tomorrow, the fact that even 99.99 per cent preference shareholding with less than 10 per cent equity shareholding will not qualify as a maintainable petition, is settled, perhaps for the first time conclusively under the new Act.

Second, the legal tests and considerations for waiver are also largely settled. Also, powers similar to Article 75 are not expropriatory or unreasonable, also appears to be settled by this judgement. 

Even persons who are trustees in the capacity of chairman cannot be part of the entire decision making for decades and then do a volte-face and challenge those very same decisions. 

Persons like the petitioner Cyrus Mistry who have been part of the decision making for the company for decades cannot do a volte-face and a somersault and challenge those very decisions of which they were a part. This is precedent setting. 

Not only that, a chairman who has lost the confidence of the board cannot expect to continue irrespective of claimed competence, or other virtues. These are some of the precedents I have culled out.
Small investors and shareholders had petitioned that their interests are not being protected. What's your view?

I think we all understand that in mega battles any side, and sometimes all sides, try to put up proxies. I am not talking of any particular person.

But in the ultimate analysis, the adjudicating authority must stick to the straight and narrow, the highway argument and not the by-lane argument.  

In what is a classic operation mismanagement framed petition, all attempts to bring in extraneous factors or proxies will not easily succeed.
You have said people should leave egos and give closure to a fight well fought, but lost. Do you think that is possible?

That is certainly my sentiment because I don’t think corporate groups like this deserve this kind of a digressive, enervating and completely futile ego fight to go on.

But I don’t think that would happen. I think human tendency is to exploit all desirable options and then choose the right one after unnecessarily wasting time on all the wrong ones. It appears inevitable there will be an appeal.

You have tweeted the Tatas is too precious a brand name to have been incessantly attacked. Are you suggesting some of it is deliberate?

I am certainly suggesting that a large part of it is deliberate because in the course of proceedings the kind of vituperative, personal, scurrilous and motivated allegations made would certainly shock even an outsider, leave aside an 80-year-old man like Mr Ratan Tata, or eminent and aged directors like N A Soonawala. These are persons who have spent a lifetime and in the evening of their lives do not deserve this, howsoever justified the attacker may subjectively feel himself to be.

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