Practice area
Corporate Advisory
Acquisitions, investments, joint ventures and reorganisations — structured for the regulatory reality they have to survive.
The Transactional Landscape
Indian M&A sits at the intersection of the Companies Act, 2013, the exchange control rules that govern who may invest and on what terms, competition clearance thresholds, and — for listed targets — the SEBI takeover and insider trading regulations. A structure that is tax-efficient can be foreign-investment non-compliant; a share purchase that is quick to sign can trigger an open offer nobody priced.
Sector-specific caps and approval routes under the FDI policy continue to shift, and press note conditions on investment from certain jurisdictions add a diligence step that did not exist a few years ago. For unlisted transactions, the pricing guidelines under FEMA set a floor and a ceiling the commercial negotiation has to respect.
The result is that structuring is not a preliminary phase to be got through. It is where most of the value, and most of the risk, in a transaction is decided.
How We Support You
We advise across the transaction lifecycle: structuring and term sheets, legal due diligence, transaction documentation, regulatory approvals and filings, signing and completion mechanics, and the post-closing steps that are usually left underspecified.
Our diligence reports are written to be used — issues ranked by whether they are a walk-away, a price adjustment, a condition precedent, an indemnity, or simply a matter for disclosure. On documentation we hold firm on the provisions that decide outcomes when a deal goes wrong: conditions, warranties and their qualification, indemnity caps and baskets, and the exit and deadlock machinery.
Who We Act For
Strategic acquirers and sellers, private equity and venture capital funds, family-owned and promoter-led businesses, listed companies, and founders on both investment and exit.
We act on control acquisitions, minority and growth investments, joint ventures, schemes of arrangement, group reorganisations and slump sales.
What We Handle
The work inside this practice. Each has its own page setting out what it covers, how it is sequenced and where it is heard.
Mergers and Acquisitions
Share and asset acquisitions, control and minority deals, competitive auctions and bilateral negotiations. We handle structuring, legal due diligence, share purchase and shareholders' agreements, escrow and deferred consideration mechanics, and completion.
Read morePrivate Equity and Venture Capital
Growth and late-stage investments, seed and Series rounds, convertible instruments, liquidation preference and anti-dilution mechanics, information and governance rights, drag and tag provisions, and secondary sales. We act for funds and for founders, and the drafting reflects which side we are on.
Read moreJoint Ventures and Strategic Alliances
Formation, capital and governance structure, reserved matters, deadlock resolution, non-compete and exclusivity arrangements, and exit machinery. Most of the drafting effort goes on what happens when the parties stop agreeing.
Read moreCorporate Restructuring and Schemes
Mergers, demergers and amalgamations under Sections 230 to 232 of the Companies Act, 2013, capital reduction, buy-backs, slump sales and business transfers, and intra-group reorganisations — including the NCLT process and creditor and shareholder meetings.
Read moreForeign Investment and Exchange Control
Entry route and sectoral cap analysis, pricing guidelines, downstream investment and indirect foreign investment computation, Form FC-GPR and FC-TRS filings, and press note conditions on investment from specified jurisdictions.
Read moreCompetition and Merger Control
Assessment against the Competition Act, 2002 notification thresholds including the deal value threshold, de minimis and exemption analysis, Form I and Form II filings before the Competition Commission of India, and gun-jumping risk management between signing and clearance.
Read moreCorporate Governance and Secretarial Advisory
Board and committee composition, related party transaction approvals, listed company obligations under the SEBI Listing Obligations and Disclosure Requirements Regulations, insider trading codes, and directors' duties.
Read more
How the Work Is Sequenced
Indicative stages and what each produces. Timelines depend on the case. Where we can give a realistic range, the FAQs below say so.
Structuring
Entry route, holding structure, consideration mechanics and approval map, tested against foreign investment, competition and tax constraints together. Output is a structure paper with an approval timeline.
Due diligence
Corporate, contractual, employment, litigation, property, regulatory and IP review against a scope agreed in advance. Findings are ranked by deal consequence, not by subject matter.
Documentation
Term sheet through to definitive agreements — share purchase or subscription, shareholders' agreement, escrow, disclosure letter and ancillary transfers.
Approvals and conditions
Competition, sectoral regulator and government approvals where required, third-party and lender consents, and management of the gap between signing and completion.
Completion and post-closing
Closing mechanics and deliverables, statutory filings including FC-GPR or FC-TRS, board and register updates, and the integration steps that carry a legal deadline.
Jurisdictions, Forums and Regulators
Where cases in this practice are heard, filed or determined.
- National Company Law Tribunal — Hyderabad, Amaravati and Bengaluru benches
- Competition Commission of India
- Securities and Exchange Board of India
- Reserve Bank of India and authorised dealer banks (FEMA filings)
- Registrar of Companies; Regional Director, Ministry of Corporate Affairs
- Stock exchanges — BSE and NSE
Related Insights
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Frequently Asked Questions
General information about how this practice works. It is not legal advice and does not create a lawyer–client relationship.
How long does legal due diligence take?
For a mid-market private target with an organised data room, two to four weeks to a full report, with a red-flag summary earlier if you need it for pricing. Multi-entity groups, property-heavy targets and unorganised records extend the timeline — usually at the document-gathering stage rather than the review stage.
Does our transaction need Competition Commission of India approval?
It depends on the parties' assets and turnover, whether the de minimis exemption applies, and — since the deal value threshold was introduced — on the transaction value together with the target's substantial business operations in India. We assess this at structuring, because the answer determines the signing-to-completion timetable.
What is the practical difference between an asset purchase and a share purchase?
A share purchase carries the target's history — its liabilities, litigation and non-compliance — and is usually simpler to execute. An asset purchase or slump sale lets you leave liabilities behind but requires consents, employee transfer handling and asset-by-asset transfer, and the stamp duty position differs. The right answer usually depends on what diligence finds.
Can a foreign investor acquire 100 percent of an Indian company?
In many sectors yes, under the automatic route. Others carry sectoral caps, government approval requirements, or conditions tied to the investor's jurisdiction of origin. Sectoral policy changes often enough that we verify the current position for each transaction rather than relying on precedent.
How are warranties and indemnities usually handled in an Indian private deal?
We negotiate the qualification of warranties by disclosure, caps, baskets and de minimis thresholds, survival periods split between general and fundamental or tax warranties, and security for the indemnity — usually escrow or holdback. Warranty and indemnity insurance is available in India and is worth evaluating on larger deals.
Do you advise on tax structuring too?
We advise on the legal and regulatory structure and work alongside your tax advisers on the tax analysis. Where you do not have tax advisers, we can suggest firms we work with regularly.