Our Firm is amongst the leading mergers and amalgamations advisors in India. Our experience of working on transactions across sectors and the domain knowledge of our M&A Team enable us to deal with and advise on complex legal issues in M&A transactions.
WE HANDLE A FULL RANGE OF M&A TRANSACTIONS INCLUDING :
- Mergers & Amalgamations (cross border & domestic) both for public and private entities
- Schemes of Arrangements, Reconstructions and Demergers
- Leveraged Buy – outs
- Stressed Assets Resolution
- Restructuring &Reorganisation (for listed & unlisted entities), buy – back of securities & reduction of capital
We act for the target company, acquirer as well as the seller, (whether strategic or financial investor) and the management, on wide range of sectors including technology space, TMT, pharmaceuticals, biotechnology and healthcare, consumer products, apparels and textile, agricultural, energy and natural resources, infrastructure, financial institutions, manufacturing entities, food and beverages, etc.
We work on various aspects in a transaction, which (as the transaction may require) may include :
- structuring by resolving legal issues taking into account the commercial objectives of the parties
- conducting legal diligence of the target company and at times; an internal vendor’s diligence
- preparing and negotiating the transaction documentation from the term sheet level to final closing of the definitive agreements which may include, depending upon the transaction, the share purchase agreements, business/assets transfer agreement; subscription and shareholders agreements, assignment of IPR, goodwill and contracts, documentation relating to transfer of movable and immovable properties, employees etc, if any, non-compete agreements, escrow mechanism, non-disclosure stock swap and earn out models for the management, and
- advising on various Regulatory Authorisations such as
- Merger control regulations under the Competition Act 2002 and assist in filings required to be made for such mergers
- Open offer under SEBI Takeover Regulations for listed entities
- On local laws for the transfer of movable and immovable assets
- On transfer of employees and employee benefits, employee share options; incentive schemes and management buy – outs
- exchange control Regulations including assisting in approvals from FIPB/RBI/SEBI approvals; corporate Law and securities Law such as SEBI Insider Trading Regulations; SEBI Delisting Guidelines, Listing Agreement, SEBI (ICDR Regulations) wherever applicable
- assisting in regulatory filings with various authorities.
We support successful closure of the transaction and our association goes beyond the breadth and length of the M&A till the post closing activities. For such transactions we work closely with in-house legal counsels, investment banks and accounting firms to achieve seamless implementation of the M&A transaction.
The team provides excellent legal advisory services in M&A/PE across a diverse range of industries.
- Conducting Due-diligence
- Assist in Negotiations
- Preparation and finalization of Agreements
- Obtaining necessary permissions from the requisite authorities
- Execution and completion of the Transaction
- Obtaining Court sanction with regard to amalgamations
- Advice relating to the Takeover Code