5 min read.Updated: 09 Feb 2021, 04:22 PM ISTBhuma Shrivastava,Upmanyu Trivedi, Bloomberg
Why is Amazon—world’s largest e-commerce company—seeking to derail a deal that’s essentially bailing out Future Group, a beleaguered retailer, whose market valuation is less than 1% of its own? Here’s what we know so far
A legal spat between Amazon.com Inc. and its Indian partner that started with an arbitration verdict in Singapore has got fiercer in New Delhi courtrooms. And neither side is ready to back off.
The US e-commerce giant and Mumbai-based Future Group, whose retail assets billionaire Mukesh Ambani’s Reliance Industries Ltd. agreed to buy for $3.4 billion in August, are locked in a dispute over that deal. Amazon says Future violated a partnership contract with the asset sale to its rival and wants to scuttle it, while the indebted Indian group says it would collapse if the transaction fails.
The Jeff Bezos-led e-tailer accuses Future and its founder Kishore Biyani of flouting an interim order in October from a Singapore arbitration court that halted the asset sale. Amazon also recently asked an Indian court to jail Biyani and has petitioned local regulators not to approve the Future-Reliance deal while the arbitration is underway.
Amazon gained an early legal advantage in Singapore but Future scored in an Indian court this week that allowed the deal to proceed. With Amazon likely to take the fight next to India’s apex court, the legal wrangle continues to threaten India’s biggest retail acquisition.
But why is the world’s largest e-commerce company seeking to derail a deal that’s essentially bailing out a beleaguered retailer, whose market valuation is less than 1% of its own? Here’s what we know so far:
What led to the feud?
Amazon, in early October, accused its partner Future Group of breaching terms of a mutual agreement by announcing an asset sale deal with Reliance, the conglomerate helmed by Asia’s richest man.
Amazon had bought 49% in one of Future’s unlisted firms last year, with the right to buy into the listed flagship Future Retail Ltd. after a few years. But the retailer ran into a severe cash crunch when India went into a lockdown in March to curb the coronavirus outbreak.
In May, Amazon was considering increasing its stake in Future Retail, people familiar with the matter said at the time. But no such transaction materialized quickly and Future cut a deal with Reliance, infuriating Amazon. The U.S. firm claims that its contract with the unlisted Future unit barred a transaction with a number of persons and companies, including Ambani and Reliance.
What’s the fight really about?
The fight is essentially for the dominance of India’s estimated $1 trillion consumer retail market. Future Group is caught in the middle of this tussle between companies helmed by two of the world’s richest men.
Reliance is already the country’s biggest brick-and-mortar retailer. Acquiring Future’s retail, wholesale, logistics and warehousing units would almost double its footprint and give it unparalleled edge over rivals -- an advantage Amazon is not willing to cede. Blocking Reliance is crucial for Amazon if it wants to hold sway over the only billion-people plus consumer market still open to foreign firms. It has pledged to invest $6.5 billion, a sign of its commitment to the Indian market.
What did the courts in India and Singapore say?
After accusing Future of breaching its contract, Amazon secured emergency relief from an arbitration court in Singapore in October that temporarily restrained Future Group from going ahead with the asset sale. Future and Reliance have said that the Singapore court’s interim ruling is not binding.
Soon after the arbitration court’s order, Reliance had said it intends to buy Future’s assets “without any delay." Future Group said back then that the matter “will have to be tested" under Indian laws.
Amazon sought enforcement of the arbitration order in India and asked a local court in January to detain Biyani as well as seize Future Group’s assets if it doesn’t comply. A judge at the Delhi High Court earlier this month agreed with Amazon and halted the asset sale.
Future Retail appealed the order before a two-judge panel, which within days overturned the ruling saying that the agreement between Amazon and another Future Group firm cannot be enforced as Future Retail was not a party to that pact. The US e-commerce firm can -- and most likely will -- appeal the adverse ruling in India’s Supreme Court.
The setback for Amazon comes weeks after it wrote letters to local regulators requesting them to stop approvals for the deal. The local antitrust regulator gave its approval in November. The stock exchanges said in January that they had no adverse observations. Future Group is now awaiting a company court’s nod on the deal.
What are the arguments by the two sides?
During courtroom arguments, Future’s lawyers have said that Future Retail -- the entity selling the assets -- was not part of the contract between Amazon and the unlisted group firm in which the US e-tailer acquired a stake. Amazon’s counsel argued that both the Future firms were controlled by the same owners.
Future Group’s lawyers have also argued that its existence hinges on the sale to Reliance, and an aborted deal would result in the loss of tens of thousands of jobs. They say the Indian retailer is being driven to bankruptcy by a global giant.
Amazon has hinted that this spat is about India’s willingness to enforce business contracts. If Future is allowed to renege on a contract, it’ll mean business contracts are not sacrosanct and investments in India are risky -- an inconvenient image as the nation looks to lure foreign investment.
Who is representing the parties?
A battery of India’s highly-paid top legal brains are arguing for the two sides, showing the high stakes involved in the case. More than 50 lawyers have represented the companies, Biyani and his family in the Indian court during the hearing -- some of them video conferencing from their London homes or farm houses on the outskirts of New Delhi.
Some of the legal hot shots include India’s former Attorney General Mukul Rohatgi, two former solicitor generals Harish Salve and Gopal Subramanium as well as former additional solicitor general and politician, Abhishek Manu Singhvi.
Who’s hanging by the thread awaiting a verdict?
Future Retail and the group at large, since their survival depends on it. The group defaulted on obligations in August 2020 and missed an interest payment on its dollar bond this January. Future Retail has posted losses for four straight quarters and its shares have plunged 76% in the past year.
The firm has refused to explore an out-of-court settlement with Amazon as it has already sought regulatory approvals for the deal with Reliance.
The Indian retailer will go bankrupt if the deal fails, Salve has argued in court in the past. Amazon doesn’t want Reliance to acquire Future’s assets even if it means its actions “sink the ship," he said. Amazon has denied that saying it intends to save the Indian retailer.