Abstract

The case study analyses the issues related to the insider trading charges against HLL with regard to its merger with Brooke Bond Lipton India Ltd. The case focuses on the legal controversy surrounding these charges. The controversy involved HLL’s purchase of 8 lakh shares of BBLIL two weeks prior to the public announcement of the merger of the two companies (HLL and BBLIL). SEBI, suspecting insider trading, conducted enquiries, and after about 15 months, in August 1997, SEBI issued a show cause notice to the Chairman, all Executive Directors, the Company Secretary and the then Chairman of HLL. Later in March 1998 SEBI passed an order charging HLL with insider trading. SEBI directed HLL to pay UTI compensation, and also initiated criminal proceedings against the five common directors of HLL and BBLIL. Later HLL filed an appeal with the appellate authority, which ruled in its favour. Through a description of the legal causes surrounding the SEBI’s charges against HLL, this case, is designed to enable students to understand and appreciate the role of the legal framework under organizations function. It also stimulates the students to understand the legal implications of decisions made by an organization and provides an insight into how a typical legal case proceeds. At the end of the case-discussion, students should have grasped the following issues: A general understanding of the legal framework covering the securities market in India. An understanding of the role and importance of a regulating agency in checking financial crimes such as insider trading. An understanding of the responsibilities of organizations. The case is intended for MBA/PGDBM level students as a part of their Business Ethics curriculum.

Learning Objectives

The case is structured to achieve the following Learning Objectives:

• Mergers
• Insider trading
• Role of regulatory bodies.

Keywords

Insider trading, HLL, merger, Brooke Bond Lipton India Ltd., legal controversy, 8 lakh shares, BBLIL, two weeks prior, public announcement, merger, SEBI, insider trading, conducted enquiries, 15 months, August 1997, SEBI, show cause notice, Chairman, Executive Directors, Company Secretary, Chairman, March 1998, UTI, compensation, criminal proceedings, five common directors, appellate authority