Corporate Law — Mergers & Acquisitions
Expert Legal Support for Mergers & Acquisitions
Corporate restructuring is a very big decision for a business which requires adequate compliances, planning, evaluation, due diligence and a lot more. We bring to you structured transactions that help align with the commercial objective of your business.
In short
Mergers and acquisitions are not jokes, and we handle them accordingly. We handle our clients’ transactions end-to-end. From structuring to due diligence of organizational papers, financial statements, intellectual property rights, material agreements, taxes, and risk of litigation. To drafting SPAs, stock subscription agreements along with necessary protections like representations, warranties, indemnities, and conditions precedent. Filing with CCI and sectoral regulators. Post transaction compliance. We have dealt with buyers and sellers alike. We understand that each one is unique.
Mergers, acquisitions, and corporate restructurings are the crucibles in which the strength of a business’s legal connection is tested. A business that has operated for years without a second thought for its contracts, board approvals, and shareholding certifications discovers, sometimes to its dismay, that every one of these documents determines the deal’s speed and success. An acquirer that has failed to check the target’s IP ownership records could end up paying dearly for an asset with an unclear title. A promoter who has verbally agreed to a share valuation without a properly drafted share purchase agreement (SPA) could see the price re-negotiated downwards when the buyer’s legal counsel starts asking questions.
M&A transactions reward the prepared and punish the unprepared. Any deal, structured as a slump sale, share transfer, asset acquisition, or scheme of arrangement under the Companies Act, 2013, ultimately boils down to three broad issues: the nature of the assets sold or bought, the liabilities that come with them, and the remedies available in case of default.
At Corrida Legal, our M&A practice focuses on answering these three questions long before they are posed. We adopt a commercial approach rather than a procedural approach to deal structuring, due diligence, documentation, and post-closing regulatory approvals. Our emphasis is on keeping the deal moving through various stages, with the transaction closure and post-closing integration being only the beginning. We also provide post merger support like drafting employment contracts ensuring end to end transaction capability.
Our M&A practice places an emphasis on transactional excellence and advisory that is consistent, rigorous, and relevant to all stages of a transaction. Litigation and dispute resolution can arise in any complex M&A transaction but our goal is to ensure disputes are minimized through superior documentation and deal structuring. In our experience, preventative measures such as meticulously crafted documentation can save a deal’s time and resources as it transitions from being an M&A transaction to an operational entity. At Corrida Legal we ensure that the scheme of arrangement, the term sheet, the Shareholders agreement, M&A taxation and regulatory compliance are addressed from the very beginning.
What We Handle
What our mergers & acquisitions work covers
Mergers and acquisitions are not jokes, and we handle them accordingly. We handle our clients’ transactions end-to-end. From structuring to due diligence of organizational papers, financial statements, intellectual property rights, material agreements, taxes, and risk of litigation. To drafting SPAs, stock subscription agreements along with necessary protections like representations, warranties, indemnities, and conditions precedent. Filing with CCI and sectoral regulators. Post transaction compliance. We have dealt with buyers and sellers alike. We understand that each one is unique. We don’t just conduct the due diligence; we quantify each point of concern and how it will impact the deal. We implement the necessary provisions in the documents to ensure that our client is protected against future risks.

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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Why Corrida Legal
Your Trusted Legal Partner for Complex M&A transactions
All Mergers & Acquisitions transactions follow a similar trajectory from initiation to conclusion: a decision to buy or sell, a deal structure to give this decision legal efficacy, a due diligence process to verify the accuracy of numbers and disclosures, a host of clearances needed before formal closing can take place, and finally, a period of integration where buyer and seller exist in a state of overlap. Whether it is an instance of Slump sale, Asset sale, Split off, Spin off or any other form of corporate restructuring, Corrida Legal’s M&A practice provides end-to-end services throughout this process, not just the discrete parts that warrant a fee. We offer continued support to our clients long after the deal has officially closed and the transaction documents have been executed, bringing to you the right guidance on the perks and drawbacks of the corporate restructuring process that our clients are getting into. This includes support and guidance during the consolidation period when the operations of both entities are being consolidated to, negotiating on the human resources post-merger integration takes its effect.
This approach allows our clients to rest assured that the deal they are making today is one that will serve them well in the future. A Share Purchase agreement (SPA) is only as good as the filing that follows it and the integration planning that comes next. Transactions can fail even at the last moment due to a regulatory clearance being withheld because of an incorrectly submitted application. Two companies merging under a scheme of arrangement will experience varied issues ranging from employee ESOP vesting to the continuation of existing vendor contracts. The integration planning done during the transaction’s post-closing phase will directly affect our clients’ ability to answer these questions.
We take this responsibility seriously, and that is why our M&A practice focuses on transactional law and advisory services. Our preference is prevention over cure (dispute resolution or litigation), though we understand that complex M&A transactions will inevitably generate legal questions that require careful answers. Indemnity clauses, when formulated correctly, can save a deal’s time and resources when a dispute emerges. We believe that mitigation at the level of a tribunal is an appropriate resolution for disputes that could not have been prevented by better documentation but we remain prepared to step in. Wherever a dispute emerges, we will provide our assistance to our clients in resolving it. Our preference, however, lies with disputes being avoided in the first place.
A promoter looking to sell their lifelong enterprise, an acquirer looking to buy into a growing company, two entities looking to merge under a scheme of arrangement, or a multinational conglomerate looking to enter India through an acquisition, all require legal support that stretches long after the due diligence process is finished and the SPA is signed. A transaction will only be as good as the execution during its post-closing period and beyond. At Corrida Legal, we specialize in assisting businesses with a broad range of services throughout their M&A transaction’s lifespan. We understand that a company’s concerns change across a deal’s continuum and we are always available to address these changing concerns in whichever capacity required.
Corrida Legal invites you to speak with our M&A team regarding your merger, acquisition, or restructuring needs. We can help you with a seamless transition from a pre-deal conversation to the post-closing integration planning that ensures your new acquisition is truly an asset to you. What else are you waiting for? Book your consultation today with Corrida Legal or visit our offices in Mumbai, Delhi, and Gurgaon.
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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.
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