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Abstract

Related party transactions can be legitimate and value-enhancing for a corporation, but they can also serve as a vehicle for illegitimate expropriation of corporate value by management or controlling shareholders. Related party transactions assume greater significance in a market context where there is high promoter ownership in group companies and a prevalence of listed companies under promoter-controlled groups. Abuses of related party transactions have been linked to negative consequences to minority investors in Indian companies, and have played a key part in some high-profile cases of corporate fraud. Currently, the Indian legal regime does not contain adequate safeguards for preventing abuse of related party transactions. This paper describes this problem in a comparative framework, examines disclosure regarding related party transactions contained in the annual reports of some of India's largest public companies, and makes several proposals for regulatory reform.

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