Case Comment Reliance

Jyoti Sain Das
LL.B III Sem
Course Name: ADR
Course Teacher: Vidya Selvamony
Case name Reliance Bigwigs Mukesh and Anil Dhirubhai Ambani

Takeover of MTN (2010
Date of 2010
judgement
Submitted by – Jyoti Sain Das

FACTS OF THE CASE:
There was a high-profile corporate disagreement between the two
Ambani brothers surrounding the purchase of MTN, the South African
telecom company, during the Reliance Bigwigs Mukesh and Anil
Dhirubhai Ambani purchase of MTN (2010). A shareholder agreement
between the two brothers, wherein they committed to working together
to acquire a majority position in MTN, gave rise to the conflict.
Disagreements surfaced, meanwhile, over the funding and arrangement
of the suggested acquisition.
When Anil Ambani's Reliance Communications (RCom) and Mukesh

Ambani's Reliance Industries Ltd (RIL) announced ambitions to buy a
controlling share in MTN separately, the conflict intensified in 2010.
Following this statement, the two brothers engaged in a judicial struggle
in which they both attempted to impose their interpretation of the
shareholder agreement.
The two Ambani brothers made the decision to investigate mediation as

a potential settlement during their legal dispute to avoid drawn-out and
expensive litigation. To help find a solution, they assembled a panel of
three impartial mediators. After several months of mediation, the parties
in 2010 were able to come to an amicable conclusion.
Some major problems at the centre of the conflict were:
1. Authority over Reliance Industries Limited (RIL):

Dhirubhai Ambani, the Ambani brothers' father, established the
Indian conglomerate, and the brothers have long-standing
competition over control of RIL. Anil Ambani was against the
planned acquisition of MTN because it would have further
cemented Mukesh Ambani's hold over RIL.
2. MTN valuation:
Anil and Mukesh Ambani had different opinions on how much
MTN was worth. Mukesh Ambani placed the company's value far
higher. One of the main points of contention throughout the
acquisition discussions was the valuation dispute.
3. Acquisition Finances:
The acquisition finance was a further controversial matter. The
planned finance structure was met with opposition from Anil
Ambani, who felt that it would give Mukesh Ambani undue
influence over the merged company.
4. Influence on RIL's Minority Shareholders:
Anil Ambani expressed worry about how the acquisition will affect
RIL's minority shareholders. He said that minority shareholders
would lose out on a disproportionate number of benefits from the
transaction, which would go to Mukesh Ambani and his allies.
5. Family Agreement:
The Ambani brothers were barred from competing in the telecom

industry in 2005 due to a non-compete agreement they had signed.
This agreement, according to Anil Ambani, was broken by the
proposed acquisition of MTN.
How the mediation Process Helped to resolve the dispute
Due to the complexity and intricate nature of these issues, traditional

litigation was not always an effective means of resolving them to
everyone's satisfaction. The brothers were able to voice their concerns
and consider possible solutions on an impartial and private forum
thanks to the mediation process.
A variety of tactics and approaches were used in the mediation process

that resulted in the Reliance Bigwigs Mukesh and Anil Dhirubhai
Ambani Takeover of MTN (2010) being successfully resolved and
allowing for a mutually beneficial conclusion between the two sides.
Important Techniques Used in Mediation:

1. Assisted Communication:
The mediator was crucial in helping the parties communicate
honestly and productively with one another. To foster an
atmosphere that was favourable for talks, this required regulating
emotional tensions, promoting courteous discourse, and actively
listening.
2. Interest-Based Negotiation: By highlighting the underlying
interests and concerns that underlie each party's stance, the
mediator helped the parties approach interest-based negotiation.
The transition from positional bargaining to interest-based
negotiating facilitated the discovery of common ground and the
investigation of win-win alternatives.
3. Option Generation:
The mediator urged the parties to come up with a broad range of
feasible answers, considering a variety of possibilities and original
strategies to resolve the conflict. By extending the range of options,
this brainstorming method raised the possibility of coming up with a
feasible solution.
4. Reality Check:
The mediator assisted the parties in determining if each suggested
solution was feasible and what effects they may have. This reality
check made sure that the agreed-upon solution was feasible and
sustainable and helped to root the talks in reality.
5. Drafting Agreement:
Following both sides deciding on a solution, the mediator helped
them to draft a formal agreement that outlined the parameters of the
settlement. This agreement offered a legally enforceable instrument to
uphold the resolution's requirements and explicitly outlined each
party's obligations and responsibilities.
Other Elements That Helped the Mediation Succeed:
1. Confidentiality: The mediation processes confidentially

promoted candid and open communication, enabling the parties to
share their viewpoints and worries without worrying about them
being made public.
2. Impartiality of the Mediator: Throughout the process, the
mediator acted in an unbiased and neutral manner to make sure
that each party felt heard and appreciated. This objectivity
promoted a cooperative approach to problem-solving and built
trust.
3. Parties' real commitment to achieving a negotiated solution
was shown by Anil Ambani and Mukesh Ambani. The mediation
procedure was successful because of their willingness to participate
and make concessions.
The Dependency the Bigwigs mediation serves as evidence of how

well mediation works to settle complicated, high-stakes conflicts.
With interest-based negotiating, facilitative tactics, and an emphasis
on shared interests, the mediator led the parties to a mutually
beneficial conclusion that protected their commercial interests and
prevented a drawn-out court battle. This instance demonstrates how
mediation may offer a more cooperative, effective, and advantageous
method of settling disputes.
Examining this Mediation Procedure
 2010 saw the acquisition of MTN Group Limited by Reliance

Industries Limited (RIL), a South African telecommunications
corporation, under the leadership of Mukesh Ambani. Mukesh's
younger brother, Anil Ambani, also shown interest in the
transaction.
 2011: The two brothers' growing disagreement over the MTN
acquisition resulted in legal actions. Considering the intricacy and
possibility of protracted legal proceedings, the Indian Supreme
Court recommended mediation as a substitute method.
The role of Cyril Amarchand Mangaldas (CAM) as mediator between

the Ambani brothers was assigned.
CAM collaborated with the parties to discuss their issues and consider
possible solutions throughout the course of several mediation
sessions.
The disagreement over the MTN takeover was settled by a

compromise made by Anil Ambani and Mukesh after months of talks.
Conclusion:
2011 saw the conclusion of the mediation aimed at resolving the Reliance
Bigwigs Mukesh and Anil Dhirubhai Ambani's takeover of MTN. Leading
Indian law firm Cyril Amarchand Mangaldas (CAM) led the mediation,
which was effective in bringing the two Ambani brothers together to
resolve their differences over the acquisition of MTN, the massive
telecom company in South Africa. A protracted and expensive court
battle was avoided by the mediation, which cleared the path for a
solution that benefited all parties.
A drawn-out court struggle was effectively avoided, and the mediation

helped the parties reach a mutually agreeable resolution. It also
emphasised mediation's potential as a successful alternative dispute
resolution (ADR) method for handling complicated business issues.
The precise conditions of the deal struck by Anil Dhirubhai Ambani and
Mukesh Ambani to acquire the massive South African telecom company
MTN through mediation have not been made public. It is acknowledged,
therefore, that the arrangement comprised a convoluted distribution of
interests and assets pertaining to the MTN acquisition.
The Reliance Industries Limited (RIL) board started the mediation

process, which was carried out in a private setting with the parties
agreeing to keep the contents of the settlement confidential. This
strategy was probably used to protect the privacy of critical business data
and to prevent unfavourable effects on the stock prices and investor
confidence of the company.
Although the agreement's precise terms are still unknown, it is thought
that the settlement included a mix of non-compete clauses, asset
transfers, and monetary compensation. According to reports, the parties
worked out a compromise that accommodated each other's interests in
the MTN purchase and avoided a drawn-out court battle.
The Reliance Bigwigs issue successfully resolved through mediation,

demonstrating the value of alternative dispute resolution (ADR) in
handling intricate and well-publicized business disputes. Compared to
typical court litigation, mediation offers a more flexible and peaceful
approach, allowing parties to maintain control over the process and
come to mutually accepted solutions. Through the mediation process,
the Ambani brothers were able to safeguard their commercial interests
and the value of their investments in MTN, all while avoiding the risks
and expenses associated with litigation.

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Jyoti Sain Das

LL.B III Sem

Course Name: ADR

Course Teacher: Vidya Selvamony

Case name Reliance Bigwigs Mukesh and Anil Dhirubhai Ambani

Submitted by – Jyoti Sain Das

When Anil Ambani's Reliance Communications (RCom) and Mukesh

The two Ambani brothers made the decision to investigate mediation as

1. Authority over Reliance Industries Limited (RIL):

4. Influence on RIL's Minority Shareholders:

The Ambani brothers were barred from competing in the telecom

Due to the complexity and intricate nature of these issues, traditional

A variety of tactics and approaches were used in the mediation process

Important Techniques Used in Mediation:

1. Confidentiality: The mediation processes confidentially

The Dependency the Bigwigs mediation serves as evidence of how

 2010 saw the acquisition of MTN Group Limited by Reliance

The role of Cyril Amarchand Mangaldas (CAM) as mediator between

The disagreement over the MTN takeover was settled by a

A drawn-out court struggle was effectively avoided, and the mediation

The Reliance Industries Limited (RIL) board started the mediation

The Reliance Bigwigs issue successfully resolved through mediation,

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