Tata Sons battle: Abhishek Manu Singhvi vs Harish Salve. Who said what 

A high-stakes corporate power struggle at India's largest conglomerate is sliding inexorably toward a protracted legal battle, with two of the country's premier legal minds drawing starkly opposed lines on corporate governance.

Senior Advocates Abhishek Manu Singhvi and Harish Salve — representing Tata Trusts and the N Chandrasekaran-led Tata Sons board, respectively — have publicly articulated conflicting interpretations of shareholder rights, fiduciary duties, and board independence following a contentious decision to reappoint Chandrasekaran for a second five-year term.

The friction erupted after Tata Sons announced that the board approved Chandrasekaran’s fresh term in a 4-1 vote. Noel Tata, Chairman of Tata Trusts — which holds a controlling 66% stake in Tata Sons—voted against the reappointment, while Venu Srinivasan, the second Trust-nominated director, voted in favor.

The split inside the Trust representation forms the core of the disagreement.

Majority Mandate & Article 121 

Singhvi, advising Tata Trusts, maintains that the reappointment is legally invalid without the affirmative support of a majority of the Trust-nominated directors under Article 121 of Tata Sons' Articles of Association.

"What has happened is that you cannot have a runaway board which decides things with the active disagreement of 66% shareholders," Singhvi said. "It is a major principal issue of shareholder-owner privacy. It is not about Noel Tata. He isn't an individual shareholder and it's not even about Chandrasekaran. The issue is about the privacy of a 66% collective called a trust. How is the runaway board allowed to run independently of its 66% owner? Then you would have disastrous consequences of corporate governance across the country."

Singhvi further highlighted the evolution of the voting rules within the company's Articles of Association.

"Earlier it was three Tata nominees or you could concur, then it was changed in 2014 to say that only the majority of the Trust nominees have to. In short of a majority, the lack of an affirmative board acts as a veto," Singhvi said, pointing to the 1:1 split between Noel Tata and Venu Srinivasan as a lack of required majority.

Addressing the voting mechanism, Singhvi added on X that the "fundamental rights of shareholder-owners cannot be nullified," invoking the 2021 Supreme Court ruling in the Cyrus Mistry litigation, which upheld the special rights of Tata Trusts' nominee directors.

Salve, advising Tata Sons and Chandrasekaran, argued that the focus on whether the board can override shareholders deflects from procedural clarity and governance duties. Pointing to the casting-vote provisions available under Article 121, Salve stressed that an internal split among nominees cannot deadlock the company.

"A lot of short answers for what you said. Bigger issues are at play. Let's not miss the wood for the trees. It's a good forensic ploy to obtain legal advice," Salve stated, countering Singhvi's claims.

Salve underscored that nominee directors owe fiduciary obligations directly to Tata Sons rather than functioning merely as proxy delegates.

"They are a global institution. A global institution cannot be run by three trustees saying we want it to go by our culture, what culture are we talking about? Today, in the day and age of transparency, an institution must refresh itself from time to time and the best talent must run this institution for the sake of not just the company, not for the shareholders, but for India," Salve said.

Public listing friction

Beyond the board vote, both senior counsels held divergent views regarding Tata Sons' regulatory path toward becoming a public company following the Reserve Bank of India’s refusal to deregister it as an upper-layer NBFC.

Singhvi characterised the listing narrative as an unhelpful distraction from the primary procedural dispute.

"I think the Red Herring issued in the middle of a Chairman appointment is the issue. There is no connection between the two," Singhvi said.

Singhvi emphasised that the philanthropic architecture of the group must be protected: "The important point in this architecture is that in anything and everything that goes out of Tata Sons, it must go to a charitable philanthropic trust, unlike a normal shareholder. And from there, it must travel to the stated charitable work like hospitals and research."

Salve framed compliance and public listing as critical indicators of modern corporate accountability for an enterprise of Tata's systemic importance.

"Tata Sons, roughly valued at $20-25 billion. Tata Group itself plus Tata Sons valued at $270 billion. Our economy will be affected if something happens to Tata Sons," Salve said. "What happens when the regulator says, list yourself? A: Corporate governance runs dry. B: The Reserve Bank has the right of oversight over who comes on the board. Is there anything wrong from me as an Indian to expect when the regulator says, when companies become this large, they must abide by certain standards?"

Unavoidable confrontation

With both sides standing firm on their positions, both advocates acknowledged that the dispute is beyond an informal resolution.

"I have the privilege to be close to all the principal actors. It is a matter of deep regret that something like this has moved out, but it's been brewing for a while. It appears now that it is irreversible, except a legal battle," Singhvi said. "I wish there was some way to do this without the litigative path. But it appears that things have reached far beyond that."