Mergers & Acquisitions (M & A)

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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