A. Pre-Transaction Strategy & Due Diligence
- Conducting legal, financial, and operational due diligence on target companies.
- Identifying regulatory risks, liabilities, and compliance issues.
- Assessing tax implications and structuring deals for optimal financial efficiency.
- Advising on deal feasibility, risk mitigation strategies, and valuation assessments.
B. Term Sheets & Deal Structuring
- Drafting and negotiating Term Sheets and Memorandums of Understanding (MoUs).
- Structuring M&A transactions, including share purchases, asset purchases, mergers, demergers, and joint ventures.
- Ensuring compliance with corporate governance and regulatory requirements.
- Tax & Cross-Border Structuring: Addressing international tax implications, transfer pricing, and repatriation of profits, especially in cross-border deals.
C. Transaction Documentation & Execution
- Drafting and negotiating core M&A agreements, including:
- Share Purchase Agreements (SPA)
- Asset Purchase Agreements (APA)
- Merger & Scheme of Arrangement Documents
- Escrow Agreements, Indemnities, and Representations & Warranties
- Ensuring contractual safeguards for buyer and seller interests.
- Addressing employee stock options (ESOPs), pension liabilities, and workforce transition issues.
- Ensuring compliance with data protection laws (such as India’s Digital Personal Data Protection Act) in tech-driven transactions.
D. Regulatory & Competition Law Considerations
- Ensuring compliance with Companies Act, FEMA, SEBI, RBI, and FDI regulations.
- Advising on industry specific clearances and Competition Commission of India (CCI) clearance.
- Advising on FDI restrictions & conditions including sectoral caps, approval routes, and conditions imposed by the government for foreign investments.
- Assisting with statutory filings, regulatory approvals, and shareholder consents.
E. Post-Merger Integration & Compliance
- Facilitating smooth integration and handover of business operations, governance structures, and workforce. If the seller provides temporary services to the buyer post-acquisition then we cover the same though comprehensive Transition Services Agreements.
- Assisting in regulatory compliance, contract novation, and legacy liability management.
- Ensuring adherence to disclosure requirements, investor reporting, and ongoing legal obligations.
- Handling post-closing indemnity claims, contractual breaches, or earn-out disputes.
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