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Transaction Advisory, Mergers & Acquisitions

M&A is a one of the prime focus areas of our practice. Most growing businesses have to inevitably consider fundraising from investors. We are frequently engaged by Indian and multinational companies engaged in different industry verticals for Mergers and Acquisitions transactions. These transactions are often complex and require careful consideration. We work with industry of all sizes and provide solutions and advice keeping in perspective the sector in which the company is operating and the commercial intent of the client.

Our dedicated team of lawyers and robust infrastructure at our offices help the clients to maximize value throughout the transaction process and provide them with the best legal assistance. In a nutshell and as part of legal assistance, we handhold the company from structuring a transaction to entering into definitive agreements and assist till the closing of a transaction.

We are engaged by both the investors as well as the target entities We have advised on several acquisitions and have also worked on merger and amalgamation schemes which requires approval from the NCLT.  We draft schemes of arrangements, prepare requisite court applications and petitions, represent before the National Company Law Tribunals and other statutory authorities such as the official liquidator, registrar of companies and the regional director of the Ministry of Corporate Affairs and provide assistance in all the post-merger compliances required to be done by a company.

Phase -1: Due-diligence

  • Advice on a suitable business structure for attracting the Investment.
  • Advice on legal and regulatory implications concerning the Investment.
  • Conduct of legal due diligence and submission of a report.
  • Advising on the action plan for the findings in the legal due diligence process.
  • Apprising the management on the general requirements of the Investor and the status of a company on those requirements as on date.
  • Advising on the gaps in the material contracts of the Company and an action plan for fixing them.
  • Other required legal assistance.

Phase -2: Definitive agreements

  • Drafting, negotiating and reviewing documents (including share subscription agreement, share purchase agreement, shareholders agreement, employment agreement, etc.) related to the investment, including structuring and negotiating promoters and company’s rights.
  • Advising and imparting legal assistance with regard to condition precedent and closing formalities.
  • Providing legal opinions and advisory on crucial issues.
  • Obtaining regulatory approval such as FIPB, DIPP, RBI, etc., as and when required.
  • Other required Transaction Advisory.

Our law firm has in-depth knowledge and expertise in all areas of mergers and acquisitions/ joint ventures which include:

  • Acquisitions, issuance or sale of shares by both private and public companies.
  • Schemes of arrangement for mergers, demergers and also during liquidation of companies.
  • Takeovers, Business / Asset Transfers, Joint Ventures, Buyouts, Due Diligence, and all kind of merger and acquisitions activity.
  • Drafting of share purchase agreement, subscription agreement, shareholders’ agreement and other incidental and allied documents.
  • Other connected legal advisory services.

Why are we considered as a One Stop Solution?

  • Our team of advocates and legal advisors gear up the companies and make them ready for attracting the investments. We help to identify and address potential areas of concern prior to the investor’s due diligence process.
  • We also assist in the legal and secretarial due diligence to be conducted by the prospective investor on the Company and factor necessary indemnifications and protections in the definitive agreements.
  • Our team of dedicated lawyers and company secretaries provide end to end transaction support until closing of a transaction.
  • We also assist in post-acquisition compliances including notifications to statutory authorities.

Recent Deal Closings:

  1. Pureplay
  2. Nephroplus

Publications:

Legal Due Diligence- A Path to a Fair Deal

Term Sheet- Capital Raise

Share Purchase Agreement- Selling Shareholders Safeguards

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