The Supreme Court upheld SAT's interpretation that Regulation 10 of SEBI (SAST) Regulations applies to the combined shareholding of an acquirer and Persons Acting in Concert (PAC), dismissing SEBI's appeals and clarifying the scope of SAT’s jurisdiction under Section 15T of the SEBI Act.
SC Upholds SAT on Combined Holding Under Regulation 10
The Supreme Court has dismissed appeals filed by SEBI, affirming the Securities Appellate Tribunal’s (SAT) interpretation that Regulation 10 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 applies to the aggregate shareholding of an acquirer and Persons Acting in Concert (PACs). The ruling settles a key question regarding the triggering of open offer obligations when combined holdings cross the 25% threshold under the SAST framework.
The Court clarified that SAT possesses the authority under Section 15T of the SEBI Act, 1992 to adjudicate on matters concerning civil penalties and regulatory compliance under the SAST Regulations. This includes interpreting trigger thresholds and the treatment of joint acquisitions. The judgment reinforces the principle that persons acting in concert are to be treated as a single entity for the purpose of calculating shareholding and determining open offer obligations.
The combined intent and coordinated action of acquirers and PACs fall within the regulatory ambit of Regulation 10, and the aggregate holding shall be reckoned for triggering an open offer.
For practitioners, this decision strengthens the regulatory expectation of transparency in acquisition strategies involving multiple entities. Legal advisors must now ensure that all PAC relationships are disclosed and that combined holdings are monitored proactively to comply with open offer mandates. The ruling also affirms SAT’s substantive jurisdiction, which may influence how future enforcement actions are challenged or defended before appellate forums.
Citations
- SEBI v. [Transferee Name], (2026) SCC Online SC
