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VOLUME XIII ISSUE II
The authors are an Academic Fellow at National Law University, Jodhpur and an Advocate at Delhi High Court respectively.
The conventional imagination of corporate governance has been preoccupied with financial disclosures, shareholder rights, and regulatory compliance. However, in the era characterised by Artificial Intelligence (AI), interconnected systems, and algorithmic decision-making, this framework is proving increasingly inadequate. This paper explores the emergent role of digital security as a cornerstone of contemporary governance, arguing that it must move beyond its conventional categorisation as a technical or ‘IT issue’ and be recognised as a strategic concern in the overall corporate governance of the organisation. With rising incidents of cyberattacks, data breaches, and privacy violations, digital risks now threaten not only economic value but also stakeholder trust and social stability. Drawing on probable risk, this paper attempts to illustrate how inadequate digital oversight can result in material legal and governance failures. It further evaluates the shortcomings of current legal and organisational frameworks, where boards often lack clarity, expertise, or accountability in managing digital threats, along with regulatory gaps. This paper positions digital security as a strategic imperative, suggesting its integration within fiduciary responsibilities, disclosure obligations, and sustainable governance models. Using OECD’s definition of digital security, which emphasises the social and economic impacts of technological breaches, it proposes an evolved understanding of digital security in boardrooms. In rethinking the role of law in the digital era, the paper calls for a redefinition of governance duties, board structures, and regulatory oversight. Ultimately, it argues that as AI, algorithms, and other emerging technologies become central to contemporary corporate governance, legal frameworks must become anticipatory, not merely reactive, to safeguard long-term corporate and public interests.
DARK PATTERNS AND CONSUMER PROTECTION: A SHIFT FROM HARM-CENTRIC TO DESIGN-BASED REGULATION IN INDIA
Shivesh Aggarwal & Ishaa Mahajan
The authors are a Counsel and a Senior Associate at Trilegal respectively
The proliferation of dark pattern practices in digital markets has raised significant concerns regarding consumer autonomy and transparency in the operation of e-commerce and digital platforms and in the offering of goods and services through them. These practices, which are subtly integrated into the UX and UI design architecture of the platforms, manipulate users and influence their decision-making behaviour. In India, dark patterns are primarily regulated under the Consumer Protection Act, 2019, and the Guidelines for Prevention and Regulation of Dark Patterns, 2023 issued by the Central Consumer Protection Authority. This article analyses the nature and classification of dark patterns, examines the existing Indian legal framework governing dark patterns, and evaluates recent regulatory actions and governing frameworks established in the US and EU. This article aims to argue that the current Indian framework remains predominantly harm-centric and is therefore insufficient to address the design-based nature of dark practices. It is argued that a shift towards a principle-driven regulatory approach is needed, along with targeted policy measures to strengthen consumer protection in digital markets.
DARK PATTERNS AND DIGITAL MANIPULATION: EVOLVING REGULATORY APPROACHES FOR CONSUMER PROTECTION
The author is a Senior Associate at AZB & Partners
In an era where almost every aspect of life, from paying credit card bills to ordering groceries, has shifted to the online domain, individuals increasingly find themselves immersed in digital interfaces. This transition has allowed online conglomerates and businesses to craft digital user interfaces proficient at subtly influencing individual choices to enhance their financial gains. Aptly coined as “Dark Patterns,” these deceptive practices artfully redirect user preferences to serve corporate interests. The use of evolving technologies and artificial intelligence renders current legal methodologies for identifying deception inadequate. Consequently, there is a pressing need to formulate forward-looking laws and regulations to protect consumers against unfamiliar and surreptitiously dishonest technologies. While the guidelines issued by the Government of India for the regulation of dark patterns are a commendable step in the right direction, there is still room for improvement. The paper commences with the author analysing the concept of dark patterns in UI/UX interfaces and proposing a novel taxonomy to systematically categorize dark patterns, facilitating their identification and delineation in the Indian legal context. Subsequently, the paper critically examines the existing regulatory framework and recent legal developments in the US and the EU to draw inspiration and identify existing lacunae. The paper also scrutinizes the Indian legislative structure, to predict forthcoming challenges and highlights extant gaps within the current guidelines and other analogous legislations. The paper simultaneously puts forth recommendations to rectify these deficiencies, aiming to develop a more comprehensive and sustainable regulatory framework in India.
SYNTHETIC MARKET ABUSE: DEEPFAKE IMPERSONATION AND SECURITIES FRAUD
Dr. Jasleen Kewlani & Rudraksh Singh Sisodia
The authors are an Associate Professor of Sociology and a fourth-year student at Rajiv Gandhi National University of Law respectively
The spread of generative Artificial Intelligence (AI) has triggered a paradigm shift in the financial crime environment, creating a new and very serious threat of the so-called Synthetic Market Abuse. It can be described as a major advancement in the sophistication and scale of white-collar crime, as AI-altered voice and deepfake video usage to impersonate corporate leaders and market manipulators has become a common practice. It was stated that the year 2025 was the year of the crisis of Synthetic Media, when the boundary between real and fake content has become more unclear than ever before, which offers an unprecedented opportunity to manipulate the market and commit fraud. The ultimate target of these activities is the common people, including those who have very limited financial resources to invest and dream for their future. Creating a space in the virtual world or misusing the existing virtual space for fraudulent aims has become very convenient today. The democratization of powerful AI tools has lowered the entry barrier for malicious actors, enabling even those with minimal technical expertise to engage in complex schemes that can destabilize financial markets and erode investor confidence, primarily giving them impetus to invest ignorantly. This paper aims to explore the industrialization and institutionalization of ‘deceit and deception’ through AI, examine case studies of synthetic market abuse, and analyse the profound sociological, legal and economic impact of this emerging threat; having a major focus on the Indian context. The paper suggests measures like strategizing a strong and unified Global Front against misuse of AI for manipulating investors and subjects by market abuse, with the help of creating, amending, and effectively implementing financial regulations. It is also necessary to pay close attention to the encouragement to research bodies; law experts; and Higher Education Institutions (HEIs) toward the design of Policy Documents, which could come in handy, to implement design resolution mechanisms which are effective, to control and curb Deepfake Impersonation and Securities Fraud, in the context of the social audit of the current laws and financial regulations.
Harshit Madaan & Karanveer Singh Khaira
The authors are fourth-year students of B.A. LL.B. (Hons.) at the National Law Institute University, Bhopal.
Notwithstanding the existence of a robust centralised competition law framework, cartelisation in India’s intoxicating liquor industry has emerged as a recurring and systemic concern. This paper argues that the persistence of cartel conduct in this sector is primarily attributable to a deeper institutional misalignment between centralised, ex post competition enforcement and decentralised, ex ante state excise regulation. Intoxicating liquor markets in India are governed through detailed state-level licensing, tendering, and policy instruments that frequently generate structural incentives for coordination among market participants, while remaining largely insulated from competition scrutiny at the stage of regulatory design. Through a doctrinal analysis of the Competition Act’s cartel provisions, remedial mechanisms, and the role of parallel enforcement bodies, the paper demonstrates the limited capacity of existing enforcement architecture to address cartelisation embedded within regulatory frameworks. An examination of judicial responses further reveals a pattern of judicial deference to state regulatory discretion, reinforcing the limits of post-facto intervention. Against this backdrop, the paper advances a case for competition decentralisation as a governance reform. It conceptualises decentralisation not as a fragmentation of competition law, but as the integration of competition governance into state regulatory processes ex ante. By embedding competition principles within excise policy formulation and implementation, and through coordinated state-level competition mechanisms operating under national oversight, the paper contends that cartel incentives can be addressed at their source.
CLIMATE DISCLOSURES UNDER INDIA’S BRSR: COMPLIANCE TOOL OR CATALYST FOR GOVERNANCE CHANGE?
The author is a third-year student of B.B.A. LL.B. at Chanakya National Law University, Patna.
The mandate of Business Responsibility and Sustainability Reporting (BRSR) for India’s top 1000 listed companies represents a turning point in embedding Environmental, Social, and Governance (ESG) principles into corporate governance. However, despite mandating extensive sustainability disclosures, the framework does not clearly assign responsibility for their accuracy and integrity. This paper addresses the question “Who owns the BRSR?” by situating climate disclosures within the fiduciary duties of directors under the Companies Act, 2013 and the oversight obligations under SEBI’s LODR Regulations. Employing a mixed methodology- doctrinal, comparative, case study, and limited content analysis of early BRSR filings- the paper demonstrates that current Indian law has created an obligation without responsibility. Disclosures often function as “tick-box” compliance exercises, exposing investors to greenwashing risks while diluting the transformative potential of ESG governance. While the primary focus of the study is the Indian Regulatory Framework, comparative references to the EU’s CSRD, the US SEC’s proposed climate disclosure rules, and the UK Companies Act, 2006 are used to contextualise India’s approach within evolving global standards. The paper proposes reforms including mandatory board and audit committee certification of BRSR disclosures, third-party assurance mechanisms, and enforcement tools to penalise misleading statements. The paper concludes that fiduciary duties in the twenty-first century must encompass climate responsibility. Unless BRSR is anchored in board accountability, it risks becoming another compliance ritual. Answering “who owns the BRSR?” with clarity, the board of directors is essential to align Indian corporate governance with global best practices and to ensure that climate disclosures act as catalysts for real change rather than symbolic gestures.
Hemendra Vaishnav & Arzoo Kedia
The authors are third-year students of B.A. LL.B. (Hons.) at Hidayatullah National Law University, Raipur.
India has become the biggest equity derivatives market in the world, with index options comprising a significant share of the global trading volumes. Although this expansion has enhanced market liquidity and increased market depth, it has also increased systemic susceptibility arising from high leverage, algorithmic trading, and fragmented regulatory supervision. The most recent enforcement action by the Securities and Exchange Board of India against Jane Street entities is a pivotal movement in the securities regulation of India, which highlights the limitations of intent-based, ex post regulatory models and algorithmically based trading strategies. This paper critically analyses the Jane Street case as a prism through which to analyse the doctrinal, institutional and technological loopholes in India’s market manipulation regime. The manuscript argues that the alleged strategy executed in the cash, futures, and options segment and coordinated by the domestic and overseas group members was legally legitimate when assessed transaction-by-transaction, yet manipulative in its aggregate effect on the market, particularly on index expiry days. This disjunction reveals the fragility of the current regulatory methods that operate on general prohibitions under the Securities and Exchange Board of India Act, 1992 and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003, without providing clear specifications or directives to algorithmic manipulations, benchmarks integrity, group-level attribution, and so on. The analysis further highlights the regulatory arbitrage through the Foreign Portfolio Investors framework, the lack of a single economic group doctrine, weak real-time monitoring of the last traded price manipulation, and increased sensitivity of settlement prices on expiry days. Furthermore, the manuscript has drawn a comparative analysis of regulatory frameworks in the European Union, the United States and Australia; the manuscript proposes a re-orientation of the market integrity regime in India.
The author is a third-year student of B.Com. LL.B. at the Institute of Law, Nirma University, Ahmedabad.
The rise of algorithmic pricing in digital markets has transformed the structure of price determination and challenged the conceptual foundations of traditional competition law. The paper begins by revising core antitrust doctrines and how digital markets challenge them. It then goes on to examine the mechanics of algorithmic pricing, tacit collusion, and how data concentration (symmetry and asymmetry) acts as a facilitator and barrier to tacit collusion. Unlike traditional cartels that rely on clear communication, algorithmic pricing systems often lead to tacit collusion through independent interactions, real-time data analysis, and self-learning methods that adjust pricing strategies without explicit agreement. This paper examines the growing issue of algorithmic tacit collusion, focusing on the dual role of data concentration. Against this backdrop, the paper also compares global regulatory responses, particularly of the European Union, the United States, and the United Kingdom, where authorities are actively addressing algorithmic tacit collusion, and against this backdrop, the paper critically evaluates India’s stance on the same. It concludes by proposing targeted regulatory and legal reforms that aim to improve detection, ensure accountability, and shape policy, all while allowing innovation in data-driven markets.
Aaransha Shankar & Rudraksh Singhal
The authors are second-year students of B.A. LL.B. (Hons.) at Dr. Ram Manohar Lohiya National Law University, Lucknow.
India’s logistics and warehousing sector increasingly relies on vendor-operated facilities staffed through contract labour. Yet principal employers often impose dense compliance architectures in those workplaces, including safety protocols, codes of conduct, ESG requirements, audit systems, and productivity technologies. This paper argues that such compliance structures may operate as legally relevant forms of control even where no formal contract of employment exists between the principal employer and the worker. The paper examines the Contract Labour (Regulation and Abolition) Act, 1970, the Occupational Safety, Health and Working Conditions Code, 2020, and recent Indian case law that continues to place substantial weight on documentary and formal indicators of employment. It contends that this framework is ill-suited to capture contemporary forms of normative and algorithmic control in vendor-operated warehouses, thereby creating a compliance trap for principal employers and an accountability gap for workers. Drawing on developments in the United Kingdom, New Zealand, the European Union, and the United States, the paper situates India within a broader debate on indirect and digitally mediated labour control. It concludes by proposing a more integrated approach to employment classification and liability, one that distinguishes legitimate compliance oversight from functional labour control while aligning legal responsibility with substantive power.
THE DAMOCLES SWORD HANGING OVER COLLUSION BY CODE: IS CCI ADEPT TO TACKLE ALGORITHMIC COLLUSION?
Saumya Tripathi & Supriya Raghuvansh
The authors are third-year students of B.A. LL.B. (Hons.) at Dr. Ram Manohar Lohiya National Law University, Lucknow.
Life in the twenty-first century is unimaginable without the use of artificial intelligence, and so are the digital markets. Pricing algorithms are the order of the day, being implemented by all e-commerce platforms. The flip side of using these algorithms entails a myriad of new challenges, one of them being algorithmic collusion. The buried threat of these algorithms ‘accidentally’ colluding to achieve optimal profits for the deploying entities is looming large. While the conventional risks associated with AI, such as the absence of intent, human involvement, and proof of collusion, remain, the authors have highlighted several novel risks linked to algorithmic collusion. These involve the black-box problem of AI, cross-border collusion, algorithmic collusion aiding price discrimination, algorithms as a catalyst in inducing collusion in markets that are not ‘collusion-prone’, and the ineffectiveness of the leniency regime in addressing algorithmic collusion. A cross-jurisdictional analysis highlights the steps undertaken by China, the EU, and the US to address the elephant in the room. While China has adopted an interventionist approach, the US and the EU are spearheading the race to combat algorithmic collusion. In light of this, we trace India’s tryst with algorithmic collusion and suggest adopting a proactive approach. The Competition Commission of India’s Market Study on Artificial Intelligence and Competition has been a welcome step, with the hope that it will be followed by practical implementations rather than remaining theoretically valid. We argue that modern ex-ante methods of adding noise to the market, adopting a due diligence standard and a self-audit framework, coupled with ex-post methods of capacity building and lifting the AI veil in competition law, can keep in check the burgeoning problem of algorithmic collusion.