Corporate, Commercial & Finance
Mergers and Acquisitions
Advice on mergers, acquisitions and corporate restructuring, from structuring and due diligence to the regulatory approvals that clear a deal.
A merger or acquisition succeeds or fails on detail: how the deal is structured, what the due diligence uncovers, how the risks are allocated in the documents, and which regulatory approvals are needed and when. The firm advises buyers, sellers and companies on private and public transactions, share and asset deals, and restructuring through schemes of arrangement.
The work is practical and document-driven. The aim is a deal that is properly papered, lawfully cleared and protected against the risks that diligence reveals, rather than one that runs into trouble after signing.
Structuring and due diligence
Every transaction begins with the right structure, a share purchase, an asset or business transfer, or a court-supervised scheme, chosen for the commercial, tax and regulatory consequences it carries. The firm conducts and advises on legal due diligence, identifying the liabilities, contracts, litigation and compliance gaps that should shape the price, the warranties and the indemnities.
Documentation and risk allocation
The share or business purchase agreement, the shareholders' agreement and the disclosure schedules are where the deal is actually made. The firm drafts and negotiates these to allocate risk clearly through representations, warranties, indemnities and conditions, so that each side knows precisely what it is taking on.
Regulatory approvals
A merger or acquisition may need several clearances. A scheme of arrangement under Sections 230 to 232 of the Companies Act, 2013 is sanctioned by the National Company Law Tribunal, with a fast-track route under Section 233 for smaller or group restructurings. A public-company acquisition engages the SEBI Takeover Regulations; a transaction over the prescribed thresholds needs the approval of the Competition Commission of India; and foreign investment must comply with FEMA and the foreign-investment policy. The firm maps and manages these approvals as part of the deal timetable.
The legal framework
The principal statutes and the provisions that most often decide these matters. Statute text can be read in the firm's Legal Library; always check the current version at the official source.
Companies Act, 2013 · Act 18 of 2013
- Sections 230–232 — schemes of arrangement, compromise, merger and amalgamation, sanctioned by the NCLT.
- Section 233 — fast-track merger of small companies and group entities.
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
- Takeover Code — disclosure and open-offer obligations on acquiring shares or control of a listed company.
Competition Act, 2002 · FEMA, 1999
- Sections 5–6, Competition Act — merger control: notification and approval of combinations above the prescribed thresholds.
- FEMA — foreign-investment conditions, sectoral caps and reporting for cross-border deals.
Key judgments
Grouped by issue. Each case is cited from the court's own record; open a heading to read it.
Sanctioning a scheme of arrangement 1
Miheer H. Mafatlal v. Mafatlal Industries Ltd. Supreme Court
(1997) 1 SCC 579
Set out the court's role in sanctioning a scheme of amalgamation or arrangement: once the statutory requirements and fairness safeguards are met, the court's jurisdiction is supervisory, not appellate, and it will not sit in judgment over the commercial wisdom of the majority who approved the scheme.
How we work on these matters
The firm advises across the life of a transaction, from structuring and diligence through documentation to closing and the regulatory approvals.
Diligence is used not as a formality but to shape the price, the warranties and the indemnities, so the documents reflect the real risks.
Advice is candid about deal risk and about which approvals will genuinely affect the timetable.
Frequently asked questions
Share deal or asset deal, which is better?
It depends on the target, its liabilities and the tax and regulatory position. A share purchase takes the company with all its history; an asset or business transfer can ring-fence chosen assets and liabilities but may trigger separate consents and tax. The choice should follow the diligence, not precede it.
When is competition approval needed for a deal?
A transaction that crosses the thresholds for a combination under the Competition Act must be notified to and approved by the Competition Commission of India before it is completed. Whether a given deal needs approval is assessed early, because it affects the timetable.
How long does a scheme of arrangement take?
A merger or demerger by a scheme under the Companies Act is sanctioned by the National Company Law Tribunal and involves notice to regulators, creditors and members. The timeline depends on the structure and on whether the fast-track route under Section 233 is available.
This note is general information on the law as at Jun 2026, not legal advice on any specific matter. The law changes; for advice on your facts, please speak to the firm.
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