Tata-Mistry case: SC verdict puts spotlight on duties of nominee directors

The Supreme Court's observations in the Tata-Mistry case has raised questions about the fiduciary duties of nominee directors

The Supreme Court’s recent judg­ment in the six-year-old boardroom and courtroom battle between the two principal stakeholders of the Tata group has put the sp­­o­t­light on the role and duties of no­minee directors of a charitable trust in a holding company.

The apex court in its judgment dismissed the minority shareholders’ (Mistry group) claims of “oppression and mismanagement” at Tata Sons, the holding company of the conglomerate, when the board dec­i­ded to remove its then exe­c­utive chairman, Cyrus Mistry.  However, some observations made by the court in the process have confounded and divi­ded many legal and corporate governance experts on