A. Pre-Transaction Strategy & Due Diligence
- Businesses usually seek to expand their interests through mergers and acquisitions. And working with well-experienced legal professionals helps them avoid the risks often associated with such transactions. We at Corida Legal develop creative, bespoke solutions that protect our clients' interests and help them meet their business objectives by guiding and carrying out:
- Legal, financial, and operational due diligence on the respective companies.
- Identifying the associated regulatory risks, liabilities, and compliance problems. Assessing the tax implications and deals related to structuring for financial efficiency.
- Guiding on the feasibility of the deal, devising strategies for risk mitigation, and assessing valuation.
B. Term Sheets & Deal Structuring
- Preliminary Assessment of the existing business structure and business transaction.
- Drafting and negotiating respective Term sheets and Memorandum of Understanding (MOUs).
- Strategic structuring of M&A transactions, including share purchases, purchase of assets, joint ventures, mergers and demergers.
- Compliance with corporate governance and regulatory best practices.
- Foreseeing international tax implications, transfer pricing, and the reinstatement of profits in cross-border transactions.
C. Transaction Documentation & Execution
- Drafting and negotiating foundational M&A agreements to devise legally viable legal instruments for the transaction, including:
- Asset Purchase Agreement
- Share Purchase Agreement
- Escrow Agreements, Indemnities, Representation and Warranties
- Merger & Scheme of Arrangement Documents.
- These agreements shall be meticulously drafted while safeguarding the interests of all parties privy to the contract/ Further, while addressing Employee Stock Option Plans (ESOPs), pension liabilities, and employee transition concerns, and ensuring compliance with prevalent data protection laws in technology-oriented transactions.
D. Regulatory & Competition Law Considerations
- Strategic Advisory on industry-oriented clearances and related Competition of India clearance, FDI restrictions, conditions, including approval routes, sectoral caps, and conditions precedent as may be notified by the government for foreign investments.
- End-to-end assistance with statutory filings, regulatory approvals, and shareholder consent.
- Regulatory compliance with the Companies Act, FEMA, SEBI, RBI, and FDI regulations.
E. Post-Merger Integration & Compliance
- Facilitating the smooth integration of business operations and structures post-closing of the usually complex M&A transaction. Drafting of a comprehensive Transition Services Agreement in case the seller provides temporary post-acquisition services to the buyer.
- End-to-end assistance in regulatory compliance, contract drafting, and legacy liability management. Further, compliance with disclosure requirements, investor reporting and ongoing legal liabilities.
- Strategic tackling of post-closing indemnity claims, contractual breaches or earn-out disputes.
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Discover Frequently Asked Questions from Our Support
Mergers and Acquisitions is primarily regulated by the provisions of the Companies Act 2013, and SEBI Regulations. However, on a case to case basis reporting obligation under the Competition Act 2002, FEMA, and sector-specific regulations may also be triggered.
At Corrida Legal, we shall ensure that our opinion is compliant with all the laws that regulate the transaction, and when we draft any of the transaction documents, it is not only legally sound but also commercially profitable.
Share acquisitions, business/asset purchases, or mergers/amalgamations under the Companies Act are some of the common structures of Mergers and Acquisitions deals in India.
At Corrida Legal, to ensure market expansion and diversification by ensuring that the terms, considerations, and risk allocation between parties are clearly negotiated and documented at the outset, we suggest the most suitable Mergers and Acquisitions deal structure.
Mergers and Acquisitions might be a suitable strategic option for you if your objective is to expand your market share and gain greater control over the supply chain.
At Corrida Legal, we shall advise you on the most suitable form of Mergers and Acquisitions structure. We shall draft all necessary transaction documents to ensure the long-term success of the Mergers and Acquisitions deal.
During our experience, we note that most of our clients have faced challenges in Mergers and Acquisitions deals due to incomplete disclosures by sellers, delays in regulatory approvals, tax implications, and sector restrictions on foreign investment.
At Corrida Legal, we proactively address due diligence and protections in transaction documents by way of clauses such as indemnity, warranty, etc.
Broadly, the life cycle of an Mergers and Acquisitions deal starts with the execution of a term sheet outlining the proposed transaction, key commercial terms and valuation, then both sides, the acquirer and target, conduct legal due diligence, and then the structure is decided, whether it would be a SHA or SPA, asset purchase or business transfer. Regulatory approvals and filings are required, including RBI under FEMA and CCI clearance) where required.
At Corrida Legal, we have expertise at every step of the Mergers and Acquisitions life cycle, from strategic advice, compliance support, drafting transaction documents, and managing post-closing obligations.