Scope of Services
Mergers, acquisitions, and business transfers require legal precision, commercial foresight, and compliance fluency. We assist clients across the deal lifecycle, from strategic planning and legal diligence to negotiations, regulatory approvals, and post-closing integration. Whether acting for buyers, sellers, or joint venture partners, our firm ensures deals are structured for success.
1. Deal Structuring
We design transaction structures tailored to meet business objectives while ensuring legal, tax, and regulatory efficiency.
Key Services Include:
(i) Advising on asset purchases, share purchases, slump sales, or business transfers, depending on deal goals and liabilities.
(ii) Structuring transactions to optimize tax outcomes, such as minimizing capital gains tax or avoiding stamp duty pitfalls.
(iii) Identifying potential FEMA restrictions, sectoral caps, or FDI-linked performance conditions in cross-border transactions.
(iv) Working with financial and tax advisors to ensure a cohesive strategy that balances commercial intent and compliance.
2. Diligence and Risk Review
We perform legal due diligence on target companies or business assets to uncover legal risks and provide strategic guidance on how to mitigate them.
Key Services Include:
(i) Reviewing corporate records, title to assets, intellectual property, contracts, litigation, labor law compliance, and regulatory status.
(ii) Identifying red flags related to undisclosed liabilities, non-compete clauses, third-party consents, and regulatory non-compliance.
(iii) Assessing material contracts such as customer/vendor agreements, leases, and loan covenants.
(iv) Delivering comprehensive or red-flag diligence reports to inform deal negotiation and closing conditions.
3. Drafting & Negotiation
We lead the preparation and negotiation of all definitive agreements and supporting documentation required for successful deal execution.
Key Services Include:
(i) Drafting Share Purchase Agreements (SPAs), Business Transfer Agreements (BTAs), Asset Purchase Agreements, and Escrow Agreements.
(ii) Negotiating representations and warranties, indemnity provisions, limitation of liability clauses, and price adjustment mechanisms.
(iii) Preparing ancillary documents such as board/shareholder resolutions, transition services agreements (TSAs), non-compete/non-solicit agreements, and employment transition documentation.
(iv) Providing risk allocation advice to protect against post-closing disputes or compliance breaches.
4. Regulatory Filings & Approvals
We assist in securing all necessary regulatory clearances and consents to ensure smooth and lawful consummation of the transaction.
Key Services Include:
(i) Filing combination notices with the Competition Commission of India (CCI) for antitrust clearance.
(ii) Coordinating with SEBI for open offer exemptions or disclosure requirements in listed company transactions.
(iii) Filing with RBI and ensuring compliance with FEMA guidelines in FDI-linked transactions.
(iv) Interfacing with the Registrar of Companies (RoC), stock exchanges, DPIIT, sector regulators (like IRDAI or TRAI) and other authorities for approvals, registrations, and post-closing compliance.
5. Integration Support
We provide legal assistance in harmonizing corporate, operational, and compliance structures after deal closure to ensure seamless integration of the acquired business.
Key Services Include:
(i) Aligning HR and employment contracts, ESOP plans, and employee transition documentation.
(ii) Rationalizing group structures, amending charters, or reconstituting boards.
(iii) Transferring or licensing intellectual property, renegotiating vendor/customer contracts, and managing change of control consents.
(iv) Helping standardize internal policies, compliance frameworks, and record-keeping systems post-integration.
(v) Advising on data migration, privacy law compliance, and IT platform transitions in technology-led deals.
Our M&A practice combines deep legal acumen with commercial pragmatism to navigate complex deal landscapes. We focus on enabling value creation, protecting against future risk, and driving smooth transitions, whether the transaction is domestic or cross-border, strategic or financial.
