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Public and private M&A. Schemes of arrangement under Sections 230–232 of the Companies Act, 2013. Takeovers under the SEBI (SAST) Regulations, 2011. Cross-border acquisitions, asset deals, share deals and post-completion integration.
M&A practice in India is structured by three legal regimes operating concurrently: the Companies Act, 2013 for restructuring and merger sanction; the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for listed-company takeovers; and the FEMA NDI Rules, 2019 for cross-border deals. Each regime brings its own approval, disclosure and reporting requirements.
The firm advises buyers, sellers, sponsors and target-company boards across the full deal lifecycle — from the term sheet, through due diligence, definitive documentation, regulatory clearances, completion and post-deal integration.
The deal that closes is the deal that survived diligence, the regulator and the lawyer. The order matters.
SPAs, APAs, business-transfer agreements, slump sales and stake acquisitions.
Open offers, voluntary offers, creeping acquisitions, exemptions under Regulation 10.
Mergers, demergers, capital reductions, share buy-backs and reverse mergers under NCLT supervision.
Inbound and outbound deals, ODI structuring, share-swap acquisitions and offshore-holding architecture.
Private M&A in India turns on the SPA, the APA, and the business-transfer agreement. The SPA is the working document for most equity deals — covering price, conditions precedent, completion mechanics, representations and warranties, indemnification architecture, restrictive covenants and dispute resolution. The firm's drafting protocol covers W&I insurance terms, MAC-clause architecture, specific-indemnity layering and put-option structuring within FEMA pricing-guideline constraints.
Acquisitions of listed companies trigger the SEBI (SAST) Regulations, 2011. The 25% trigger threshold, the 26% open-offer minimum, the indirect-acquisition computation under Regulation 5, the creeping-acquisition framework under Regulation 3(2), and the exemption framework under Regulation 10 are the working provisions. The firm advises acquirers and target-company boards on offer structuring, public-announcement timing, letter-of-offer preparation and SEBI representations.
Sections 230–232 of the Companies Act, 2013 govern mergers, demergers, capital reductions and share buy-backs through court-supervised schemes. The NCLT process — first-motion, second-motion, sanction order — runs over six to twelve months in straightforward cases. The firm acts in scheme drafting, NCLT representation, regulator co-ordination and creditor/shareholder meeting management.
Cross-border M&A involves Indian and foreign legal systems running in parallel. The firm acts on inbound deals, outbound deals, share-swap acquisitions and Singapore/Mauritius/Netherlands-routed structures. Press Note 3 (2020) compliance is foundational where the foreign investor has any nexus to a land-bordering country.
The firm's DD methodology covers corporate, regulatory, IP, employment, tax, real-estate and litigation review, with risk-rated findings and structured deal-breaker analysis.