Mergers & Acquisitions(M&A), Takeover, and  Joint Ventures(JVs)

With the Government's Investment policies becoming more liberalized, in recent years, the world has seen a tremendous growth in mergers and acquisitions. The increasing volume is witnessed in various sectors like that of finance, pharmaceuticals, telecom, FMCG, industrial development, automotives etc.

Mergers and acquisition refers to a situation when two and more companies joined together to form a new company or merger with an existing company. The assets and liabilities of the transferor company become the assets and liabilities of the transferee company after the merger. There are only two ways by which business houses expand their operation and gain substantial profits. One way is to grow through internal expansion by introducing new technologies, establishing new lines of products or services, changing course of operation etc. But the new strategy of external expansion has changed the business sector. This external expansion takes place in the form of merger, acquisitions, takeovers, and amalgamations, and gives a global exposure.

Motives behind Mergers of the company economies of scale: increased production will lead to decrease in average per unit cost of production, increased revenue /increased market share, cross selling, also, when a more profitable company is acquired by a less profitable, then, profits are distributed amongst each and tax burden can be transferred.

Our Member Law Firms (MLFs) serve clients ranging from investment banks, companies and large corporate groups in merger and acquisition deals. Irrespective of the size of the deal, Our MLFs ensure that corporate clients benefit from their experience and handling. Our MLFs advise on structuring mergers and acquisition including structuring issues, drafting transactional documents, etc.,  and also advise on Corporate and Security Law issues related to Takeover Code, listing and assist clients in compliance with regulatory requirements, government approvals, statutory filings etc. Our MLFs advise companies on methods of restructuring including joint ventures, mergers, acquisitions, demerger / spin-off a division into a separate company, buy-back of shares, leveraged buyouts, slump sale, reduction in share capital, winding-up and repatriation of the proceeds, and advise on tax benefits available to companies after restructuring.

Our MLFs conduct due diligence for companies before going for mergers and acquisitions including intellectual property due diligence. Our MLFs draft Share Purchase Agreements, Shareholders Agreements, Joint Venture Agreements, non-compete and non-disclosure agreement, escrow agreement, stock swap agreement etc., draft scheme of arrangements for companies to be placed before High Courts.

Our MLFs assist corporate clients in cross border mergers and acquisitions in various sectors such as technology, telecommunications, manufacturing, construction, natural resources, financial institutions, consumer goods etc. Our MLFs have dealt with various merger deals worldwide, representation of large energy corporation in connection with the spin-off of its subsidiary, and subsequent merger with holding company, legal advice to US clients on setting up of 100% STPI Company in India etc. We have advised a public listed Indian company in the de-merger of one of its divisions through an international competitive bidding process and also prepared the scheme of arrangement for a consulting company of India.

Our MLFs Mergers & Acquisitions, Funds & Private Equity practices are rapidly being recommended worldwide for Mergers & Acquisitions. Our MLFs can handle a full range of transactions such as acquisitions and dispositions of privately owned companies, divisions and subsidiaries, takeover bids, joint ventures and strategic alliances; and substantial equity investments, mergers and schemes of arrangement/amalgamation. Lawyers at Our MLFs have assisted clients in restructuring transactions and drafting of transaction documents, drafting of shareholders agreement, joint venture agreements, non-compete and non-disclosure agreement, escrow agreement, stock swap agreement and share purchase agreements, advising on takeover code, drafting of scheme for merger, demerger and amalgamation & approaching courts for their sanction to the scheme and offering post-acquisition legal advice.

Our MLFs have indepth knowledge and expertise in all areas of M&A practice (including stock acquisitions, takeovers, business / asset transfers, joint ventures, privatizations, buyouts (including LBOs and MBOs), due diligence etc- many of which have global/ cross border aspects) which is combined with an astute understanding of the business and commercial requirements. Our MLFs team boasts of significant deals in almost all sectors such as pharma and health, retail, hydro power, oil and gas, automotive, education, real estate, information technology and bpo, ecommerce, infrastructure, textiles, financial service, hotels, hospitals, food, insurance, broadcasting and news media, telecom, etc. Apart from drafting and negotiating the entire gamut of transactional documents the team also advises multinational clients on optimal structuring options and entry/ investment strategies.

In addition to M&A, the team of Our MLFs also works extensively on commercial contracts such as equipment purchase/ supply agreements, distribution/ franchise arrangements, trademark licenses, master service agreements, consultancy/ employments contracts and so and so forth. The team of Our MLFs is well equipped to take a transaction from start to finish – and known for expert advise on all ancillary aspects to a M&A matter such as post acquisition advisory, entity formation, applications for regulatory approvals, corporate secretarial matters etc. Further, general corporate advisory (including securities and foreign exchange law) also forms a core aspect of the practice and the team has extensive experience in the same.