This paper focuses on the enforceability of share transfer restrictions under the ambit of company contracts including, inter alia, preemptive rights such as 'right of first refusal', or' tag-along' or 'dragalong' rights contained in shareholders' agreements or articles of association. With the enactment of the Indian Companies Act 2013 company law jurisprudence in India is set to take an efficacious leap as it addresses not only corporate governance issues but also introduces sweeping changes which, though sine qua non to rights of shareholders, have been consistently denied in India.
Business Law Review