Beyond Regulation: A Jurisprudential Inquiry into the Normative Foundations of Corporate Governance in India

The concept of corporate governance has evolved significantly, especially in response to corporate scandals, financial crises, and the growing complexity of business operations. To understand why corporate governance requires regulation, the article delves into past instances of corporate fraud and mismanagement in India and abroad. Regulatory mechanisms provide the necessary oversight, enforce compliance, and build public trust. This justifies the proactive role of statutory bodies and governments in shaping corporate behavior. The article further elaborates on corporate governance reforms in India, with a focus on legal and regulatory frameworks. It discusses key legislation, including the Companies Act, 2013, which introduced several governance-related provisions such as the role of independent directors, board committees, disclosure requirements, and enhanced accountability. A detailed analysis of the Securities and Exchange Board of India (SEBI) regulations is also included, particularly the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which apply to listed entities and enforce stringent standards of disclosure, board composition, and shareholder rights protection. Through a comprehensive examination of conceptual foundations, legal frameworks, and regulatory developments, this article aims to contribute to the ongoing discourse on enhancing corporate governance in India. It underscores that good governance is not just about compliance, but about fostering a corporate culture of integrity, transparency, and accountability.