left arrow Jul 27, 2026

SEBI Releases Consultation Paper on Rationalising Investor Consent and Conflicted Transactions for AIFs

SEBI released a Consultation Paper on June 30, 2026, proposing reforms to the framework for obtaining investor consent and expanding the scope of conflicted transactions requiring investor approval under the SEBI (Alternative Investment Funds) Regulations, 2012 (‘AIF Regulations’). Key proposals include: (i) standardising the manner of obtaining investor consent by permitting AIFs to adopt one of three methodologies, namely, deemed consent (non-response treated as approval), present and voting (only active votes counted), or express voting (affirmative votes received), with mandatory disclosure in the PPM. The voting methodologies adopted by existing schemes are proposed to be grandfathered; (ii) streamlining approval thresholds by prescribing a uniform 75% investor consent (by value) for all matters where varying thresholds (two-thirds or 75%) are currently mandated; and (iii) replacing the narrow definition of ‘associate’ with the broader definition of ‘related party’ under the Companies Act for provisions relating to conflicted transactions, thereby capturing transactions with relatives of directors/partners and entities under common control. SEBI is seeking public comments on the above proposals, with the deadline being July 21, 2026.

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