An acquisition consent review should identify change-of-control, assignment, transfer and other approval triggers in each material agreement. Distinguish contractual consent from statutory approval and map the consequences of non-compliance. Connect the result to closing conditions, covenants and the operating plan after completion.
The business situation
A buyer signs a share purchase agreement expecting to retain a critical customer. The customer contract requires consent to a change of control, but diligence treated assignment as the only relevant trigger. The business can transfer shares without necessarily preserving the customer relationship on the assumed terms.
The diligence question is not merely whether a defect exists. It is whether the defect changes value, transaction structure, conditions to closing or the buyer's ability to operate the business. A share acquisition, business transfer and asset purchase allocate rights and liabilities differently.
What needs examining
01. Read the trigger against the transaction structure
A share acquisition may trigger change-of-control language without assigning the contract. A business transfer may require assignment or novation. Examine definitions, indirect changes, group reorganisations and exceptions. Do not infer consent requirements solely from an agreement's heading or a standard diligence questionnaire.
02. Prioritise by operational consequence
Identify which contracts support essential revenue, licences, premises, technology or supply. Assess termination, repricing, default and notification consequences. A small contract can be critical if it controls an indispensable dependency. Distinguish consent needed before closing from notice or cooperation that can occur afterwards, based on the actual terms and law.
03. Make the closing mechanism specific
Set responsibilities, acceptable consent language, deadlines and evidence of completion. Decide what happens if consent is withheld or delayed. A waiver of a closing condition changes the buyer-seller arrangement but does not itself waive a third party's rights. Record the commercial and legal basis for any decision to proceed with a residual gap.
Law, contract and recommended practice
The Companies Act, 2013, contract law and transaction-specific tax, competition, foreign-exchange, employment and sector requirements may apply. Approval and filing obligations should be checked against the actual parties, structure and thresholds, rather than inferred from the transaction's headline value.
Connect the control to the evidence
Use this table to scope the review. The legal basis and the practical control are identified separately.
| Obligation or objective | Practical control | Evidence to retain |
|---|---|---|
| Contractual control Satisfy applicable transfer or control triggers | Contract-by-contract consent matrix | Written consent or reasoned exception |
| Statutory assessment Identify independent regulatory approvals | Structure and sector analysis | Approval record and conditions |
| Recommended practice Protect post-closing operations | Critical-dependency prioritisation | Residual-gap decision and continuity plan |
Records to prepare
Bring the complete, current record to the review. Preserve earlier versions where a change or disputed event makes them relevant.
Common questions
Does a share deal avoid every consent requirement?
No. Change-of-control clauses may apply even where the contracting entity remains unchanged. Read the precise trigger and any exemptions.
Can the buyer waive the need for third-party consent?
The buyer may waive a condition in its acquisition agreement where permitted, but that does not remove a third party's contractual right or an applicable statutory approval requirement.
Prepare the consent matrix before fixing the closing timetable. Treat each unresolved critical consent as an operating decision with a documented consequence.
Legislation & official resources
These references identify the governing frameworks. Confirm the current text, relevant amendments and applicable judicial position for the matter.
- Companies Act, 2013 — official legislative portalIndia Code · Government of India · Locate the current Act and applicable rules on India Code. Company category, exemptions and amendments matter.
- Indian Contract Act, 1872Government of Uttar Pradesh · Commercial Tax Department · Government-hosted statutory reference. Read with applicable amendments, special law and judicial interpretation.
- Master Direction — Foreign Investment in IndiaReserve Bank of India · Official direction, displayed as updated to 15 June 2026 when reviewed. Read with the NDI Rules and applicable sector policy.
This note is general information. The scenario is hypothetical and does not describe a client matter. The legal result depends on the facts, documents, jurisdiction and operative law. No individual lawyer review is represented by the preparation date.
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