A transaction is not a document but a decision that reshapes your company, and we make sure the reshaping works in your favour.
A transaction is not a document but a decision that reshapes your company, and we make sure the reshaping works in your favour.
Share purchase agreements, asset transfers, scheme of arrangements, and slump sales. Every transaction type requires different structuring, different regulatory clearances, and different risk allocation. We have executed all of them.
Due diligence is not about finding problems. It is about understanding what you are actually buying. Legal, regulatory, compliance, contractual, employment, and IP diligence that gives you a complete picture before you commit capital.
Term sheets, subscription agreements, shareholders agreements, and exit documentation. We represent founders and investors with equal rigour, because we understand both sides of the table.
JV agreements that anticipate the three scenarios most JVs fail to plan for: deadlock, change of control, and exit. We structure JVs that survive disagreement because the agreements were built for it.
Schemes of arrangement, demergers, amalgamations, and corporate restructuring through NCLT. Complex transactions that require coordination across corporate law, tax, competition, and sector specific regulations.
Every engagement is read through three lenses at once, so the advice fits the technology, the commercial intent and the statute together.
Understanding the target business, its technology stack, operational dependencies, and industry dynamics. A tech acquisition and a manufacturing acquisition require fundamentally different diligence approaches.
Deal economics, valuation mechanics, earn out structures, and post closing adjustments. Legal documentation must reflect commercial intent precisely. Ambiguity in M&A documents creates disputes.
Companies Act, SEBI Takeover Code, Competition Act, FEMA, stamp duty, and sector specific regulations. Every transaction touches multiple regulatory frameworks simultaneously.
India’s M&A market has matured significantly over the past decade. Annual deal value consistently exceeds $70 billion. But the sophistication of transactions has grown faster than the sophistication of legal advisory in most firms.
Cross border acquisitions into India require navigating FEMA regulations, RBI reporting, sectoral caps, transfer pricing, and tax treaty considerations simultaneously. A single error in structuring can create tax liabilities that exceed the transaction value. We have seen it happen.
Private equity and venture capital investments have their own complexity. The negotiation between founders and investors is not just about valuation. It is about control, exit mechanisms, anti dilution protections, liquidation preferences, and information rights. Both sides need counsel that understands the full picture, not just their corner of it.
Joint ventures remain one of the most underestimated structures in Indian business. They begin with optimism and often end with litigation. The reason is almost always the same: the JV agreement did not adequately address deadlock, change of control, or exit. We structure JVs that survive disagreement because we draft for the scenario nobody wants to discuss.
Due diligence separates disciplined acquirers from reckless ones. Legal diligence, regulatory compliance, contractual obligations, employment liabilities, IP ownership, and litigation exposure. A comprehensive diligence exercise does not just identify risks. It quantifies them, enabling informed commercial decisions about pricing, indemnity provisions, and deal structure.
The statutes, rules and regulators that govern this practice. We track every amendment, circular and ruling so the position you take today still holds tomorrow.
The Companies Act 2013 provides the framework for mergers, amalgamations, and demergers through schemes of arrangement (Sections 230 to 232) approved by NCLT. Share transfers are governed by transfer provisions and restrictions in the articles of association.
SEBI regulations apply when listed companies are involved. The Takeover Regulations 2011 mandate open offers when acquisitions cross specified thresholds (25% or 5% creeping acquisition). SEBI also regulates preferential allotments, related party transactions in listed entities, and delisting processes.
The Competition Act requires pre closing notification for combinations exceeding asset or turnover thresholds. CCI review focuses on appreciable adverse effect on competition. Failure to notify attracts penalties of up to 1% of total turnover.
FEMA governs the entry of foreign capital. The FDI Policy specifies automatic and government approval routes by sector. Pricing guidelines for share transfers involving foreign investors require compliance with fair market valuation norms. RBI reporting through FC GPR and FC TRS filings is mandatory.
Stamp duty varies by state and transaction type. Share transfers attract duty at rates ranging from 0.015% to 0.25% depending on mode. Asset transfers attract ad valorem duty that can significantly impact transaction economics.
Every transaction begins with a structuring analysis. We evaluate the commercial objectives, tax implications, regulatory requirements, and timeline constraints to determine the optimal transaction structure. Share purchase, asset purchase, slump sale, or scheme of arrangement. Each has different consequences.
Due diligence follows a structured protocol. We scope the diligence based on transaction type and identified risk areas. Our teams conduct systematic reviews of corporate records, compliance history, material contracts, litigation exposure, employment obligations, and IP assets. Findings are presented in a format that supports commercial decision making.
Transaction documentation reflects the diligence findings and commercial negotiations. We draft with precision because ambiguity in M&A documents creates disputes. Every representation, warranty, indemnity, and condition is calibrated to the specific transaction.
Closing mechanics, post closing obligations, and integration support complete the engagement. Regulatory filings, consent transfers, employee transitions, and compliance handovers are executed against detailed checklists to ensure nothing falls through.
Start due diligence early. The most common cause of deal delay is late discovery of issues that should have been identified in preliminary diligence. A red flag report within the first two weeks prevents wasted negotiation effort on transactions that cannot close.
Structure indemnity provisions with commercial reality in mind. Unlimited indemnity sounds protective but is often unenforceable against sellers who have distributed proceeds. Capped indemnity with appropriate baskets and survival periods, combined with escrow mechanisms for identified risks, provides practical protection.
Plan regulatory timelines from day one. CCI filings require advance preparation. FEMA compliance for cross border transactions involves multiple filings with specific timelines. NCLT schemes take 6 to 9 months at minimum. Building regulatory timelines into the transaction calendar prevents deadline pressure.
Negotiate representations and warranties based on diligence findings, not templates. Every transaction has different risk areas. A template approach to R&W misses the specific issues that matter for your transaction.
Short, direct, on the record.
A share purchase transfers ownership of the entity including all assets, liabilities, contracts, and employees. An asset purchase allows selective acquisition of specific assets and liabilities. Share purchases are simpler but carry successor liability risk. Asset purchases offer cherry picking flexibility but require individual consent transfers and may trigger higher stamp duty.
CCI approval is required when combined assets or turnover of the parties exceed specified thresholds. Current thresholds are combined assets of INR 2,000 crore or combined turnover of INR 6,000 crore in India. The CCI has 210 days to review, though most approvals come within 30 to 60 days for non problematic transactions.
A straightforward acquisition takes 3 to 6 months from LOI to closing. Complex transactions involving regulatory approvals, CCI filing, or NCLT schemes can take 9 to 18 months. Key variables include due diligence scope, regulatory clearances required, and negotiation complexity.
Cross border transactions must comply with FEMA regulations, RBI reporting requirements, sectoral FDI caps, and transfer pricing norms. Outbound investments by Indian companies require compliance with the Overseas Investment Rules 2022. Tax structuring, including treaty benefits and withholding obligations, requires careful planning.
Representations and warranties covering business operations, financials, compliance, and material contracts. Indemnification provisions with appropriate caps, baskets, and survival periods. Conditions precedent including regulatory approvals. Material adverse change provisions. Escrow or holdback mechanisms for identified risks.
We have advised on transactions across every major sector in India. Our M&A practitioners have handled everything from startup investment rounds to multi billion dollar cross border acquisitions.
Our integrated practice means that corporate, tax, employment, IP, and regulatory specialists collaborate on every significant transaction. You do not need separate firms for separate workstreams. You need one firm that coordinates all of them.
The TCL Framework ensures our transaction advice is grounded in the commercial reality of the deal, not abstract legal principles. We understand that M&A is about business transformation, and our role is to make sure the transformation works as intended.
Every business decision you make operates inside a legal structure, and we make sure yours is built right before it is ever tested.
Financial transactions are governed by the most regulated framework in India, spanning RBI, SEBI, IRDAI, PFRDA and IBBI, where one misstep creates cascading compliance failures.
India has more regulatory frameworks than any comparable economy, and while compliance is never optional, it does not have to be overwhelming.
Your intellectual property is the most valuable asset your company owns, and we make sure it is protected as rigorously as everything else on your balance sheet.
The strongest outcomes are built into the strategy at the start, not recovered from disputes later.