Transaction advisory

A transaction (an acquisition, a joint venture, or a restructuring of an existing corporate group) moves through defined stages, and the legal work at each stage differs from the work at the last. Structuring comes first: deciding whether a transaction proceeds as a share purchase, an asset or business transfer, or a merger, and mapping the regulatory filings that structure will require, from Competition Commission of India clearance to sectoral approvals. Due diligence follows, reviewing the target's corporate records, its material contracts, its regulatory standing and any pending or threatened litigation, to identify risks the transaction documents need to address before signing rather than after.

Documentation and negotiation

The transaction documents (a share purchase agreement, a business transfer agreement, and the disclosure schedules, representations and indemnities that sit around them) are where the findings of due diligence are converted into enforceable terms. Joint venture transactions carry an additional layer: a shareholders' agreement or joint venture agreement that sets out governance rights, exit mechanisms and deadlock provisions between the parties, which has to function for the life of the venture and not only at its formation.

Approvals and closing

Many transactions cannot close without regulatory sign-off. Depending on the transaction's size and sector, this can mean approval from the Competition Commission of India, filings with the Reserve Bank of India where foreign investment is involved, or sector-specific regulatory consents. Cross-border transactions add a further layer of coordination, since the Indian leg of a multi-jurisdictional deal has to satisfy the Foreign Exchange Management Act framework for inbound or outbound investment while the rest of the transaction proceeds in parallel across other jurisdictions. Closing itself is a mechanical stage (satisfying conditions precedent, executing the final documents and completing the transfer), but it is also where problems left unresolved earlier in the process tend to surface. What a promoter or an enterprise has to decide at the outset is how the transaction should be structured to meet its commercial objective while remaining within the regulatory framework that governs it, since restructuring a transaction midway is materially more difficult than structuring it correctly from the start.