The Illusion of Deadlock: Corporate Constitutionalism, Affirmative Vetoes and the Battle for Tata Sons

In 2021, Tata Sons pleaded that the Trusts’ affirmative vetoes were vital shields against rogue boards; in 2026, it used an executive casting vote to sweep them aside.
The Illusion of Deadlock: Corporate Constitutionalism, Affirmative Vetoes and the Battle for Tata Sons
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SPEAKING FROM LONDON on September 18, 2026, former Solicitor General of India Harish Salve dismissed the growing rebellion within Bombay House, headquarters of the Tata Group,  and advised  Tata Sons and its Executive Chairman, Natarajan Chandrasekaran, that no corporate enterprise controlling assets of two lakh crore rupees could permit itself to be hamstrung by the private squabbles of trustees. He critically remarked   on the  philanthropic endowments owning  sixty-six per cent of the conglomerate, and underlined the point that Tatas represent the  face of India as  an acclaimed global institution running sensitive national assets from aviation to defence and green hydrogen. He then sharply asked, “How can such an institution be run by three trustees insisting that it must go by their culture? What culture, he asked, are we talking about?”

By casting the dispute as an antiquated collision between modern managerial meritocracy and an archaic, feudal trusteeship, Salve sought to reframe a strict legal question as an ideological debate over corporate ethos. In this telling, the executive board of Tata Sons represents the forward-looking custodians of public value, economic modernisation, and regulatory compliance, while the Chairman of the Tata Trusts, Noel Tata, represents an obstinate, backward-looking past.

The law, however, does not adjudicate corporate authority through the lens of atmospheric nostalgia or executive self-importance. Under the Indian Companies Act, 2013, corporate management is not an ethereal moral vocation; it is an exercise of strictly delegated powers circumscribed by statutory commands and contractual covenants. The fundamental legal question currently roiling Tata Sons Private Limited is not whether corporate India prefers Chandrasekaran’s operational competence over Noel Tata’s stewardship of philanthropic capital. The question is far more austere: what does the corporate constitution of Tata Sons actually prescribe, and can an executive board, in the name of managerial expediency, unilaterally dismantle the affirmative voting covenants that govern its own existence?

The question is far more austere: what does the corporate constitution of Tata Sons actually prescribe, and can an executive board, in the name of managerial expediency, unilaterally dismantle the affirmative voting covenants that govern its own existence?
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