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Maybe this should be a crime

Posted by Richard on May 25, 2007

Yesterday, I wrote disapprovingly about the criminalization of hateful speech. I'm pretty close to a First Amendment absolutist, really. But today, I read something so horrendous and pain-inducing that I'm tempted to call for criminal penalties. The material in question is shareholder information from ICICI Bank of India (I own some ADRs in it). To cope with the rather happy burden of a 40% annual growth rate, the bank's board wants shareholder permission to make some changes in capitalization and the articles of association pertaining to that. There are three proposals before the shareholders (see this PDF if you dare). It's the third one that brought me to my knees:

RESOLVED that pursuant to the provisions of Section 81 and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof), and in accordance with the provisions of the Memorandum and Articles of Association of ICICI Bank Limited (the "Bank") and the regulations/guidelines, if any, prescribed by the Government of India, Reserve Bank of India, Securities and Exchange Board of India and United States Securities and Exchange Commission or any other relevant authority, whether in India or abroad, from time to time, to the extent applicable and subject to approvals, consents, permissions and sanctions as might be required and subject to such conditions as might be prescribed while granting such approvals, consents, permissions and sanctions, the Board of Directors of the Bank (hereinafter referred to as the "Board", which term shall be deemed to include any Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) is hereby authorised on behalf of the Bank, to create, offer, issue and allot (including by way of Preferential Allotment, Private Placement (including allotment to qualified institutional buyers by way of Qualified Institutional Placement in terms of the Chapter XIII-A of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000) or Public Issue, with or without provision for reservation on firm and/or competitive basis, of such part of issue and for such categories of persons as may be permitted), in the course of one or more public and/or private offerings in domestic and/or one or more international market(s), equity shares and/or equity shares through depository receipts and/or convertible bonds and/or securities convertible into equity shares at the option of the Bank and/or the holder(s) of such securities, and/or securities linked to equity shares and/or securities with or without detachable/non-detachable warrants with a right exercisable by the warrant-holder to subscribe for equity shares and/or warrants with an option exercisable by the warrant-holder to subscribe for equity shares, exchangeable bonds and/or any instruments or securities representing either equity shares and/or convertible securities linked to equity shares (all of which are hereinafter collectively referred to as "Securities"), to all eligible investors, including residents and/or non-residents and/or institutions/banks and/or incorporated bodies and/or individuals and/or trustees and/or stabilizing agent or otherwise, and whether or not such investors are Members of the Bank, through one or more prospectus and/or letter of offer or circular and/or on public and/or Preferential Allotment and/or private/preferential placement basis, for, or which upon exercise or conversion of all Securities so issued and allotted could give rise to, the issue of an aggregate face value of equity shares not exceeding 25% of the authorised equity share capital of the Bank, as amended by the resolutions of the shareholders of even date such issue and allotment to be made at such time or times, in one or more tranche or tranches, at such price or prices, at market price(s) or at a discount or premium to market price(s), including at the Board's discretion at different price(s) to retail investors defined as such under relevant rules, regulations and guidelines of the relevant authority, in such manner, including allotment to stabilizing agent in terms of green shoe option, if any, exercised by the Bank, and where necessary in consultation with the Book Running Lead Managers and/or Underwriters and/or Stabilizing Agent and/or other Advisors or otherwise on such terms and conditions, including issue of Securities as fully or partly paid, making of calls and manner of appropriation of application money or call money, in respect of different class(es) of investor(s) and/or in respect of different Securities, as the Board may in its absolute discretion decide at the time of issue of the Securities.

RESOLVED FURTHER that …

OK, that's enough — I'll spare you the remaining five RESOLVEDs. I really did try. I made it almost half-way through that first paragraph, desperately hoping to reach a period soon, before my eyes became totally unfocused and my lip began quivering. I believe at the time I was inside three levels of nested parentheses.

If you can get further and would like to advise me what to think of this proposal, I'd appreciate it. I'd wash my hands of them, but my ADRs are up 110% in 10 months, and the way they're still growing…

Does the CIA know about Indian attorneys? Do the interrogators at Gitmo? Forcing prisoners to listen to this probably violates international law, but I'll bet it breaks them faster than Christina Aguillera music. 

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