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Mergers and Acquisitions

 Ahlawat & Associates is one of the leading M&A law firms in India and has been advising clients across the globe on their most complex and critical transactions. Our practice focusing on M&A, private equity and venture capital investment transactions is growing at an exponential rate. The firm has been at the forefront of developing innovative structures to simplify the complexities inherent in M&A transactions including but not limited to complex cross border transactions spread across various jurisdictions. . The A&A team comprises some of the top M&A lawyers in India who have time and again been recognized as the go to dealmakers in the country and A&A has consistently been ranked amongst the top Merger and Acquisition law firms in India .

Due to our extensive experience, we understand the particular challenges involved and the issues that need to be circumvented by our clients in such transactions and we take pride in providing sound legal assistance and transactional support to our clients for ideal execution and enhancing the shareholders value through all stages of the transaction. . 

A&A has proven to be one of the most effective M&A transactions legal advisers for both middle market clients and multinational companies alike, on almost all types of M&A transactions, including acquisitions/ takeovers, mergers, consolidations, carve-outs, minority interest acquisitions, joint ventures, asset reconstructions, demergers, buy-back, debt restructuring and structured exits. Our knowledge base and extensive experience representing strategic and financial buyers and sellers gives us superior insight into the market leading to effective negotiation on imperative deal points thus giving us control from term sheet to closing. 

Our advice also extends to legal, commercial and compliance issues concerning domestic and international investment/ venture capital funds, private equity, angel investments and others especially for promoters and early stage venture capital firms. We routinely counsel boards of directors and executive officers regarding diverse issues concerning corporate governance, significant transactions, takeover readiness, liabilities and disclosure issues. 

Drawing experience from the multiple M&A transactions that the A&A M&A team have successfully brought to fruition, A&A has gained a command over the nuances of the mergers and acquisitions in India and aiding in structuring the entry and exit routes for investors. 

Laws Governing Mergers and Acquisitions in India:

Mergers and Acquisitions in India are principally governed by the following laws:

The Companies Act, 2013

The Companies Act, 2013 has replaced the 1956 Act with respect to Merger & Acquisitions. The new act along with the rules, orders, notifications and circulars issued thereunder (as amended), enhanced disclosure norms, providing protection to investors and minorities thus making M&A transactions efficient. 

The Indian Contract Act, 1872 (as amended), focuses on general principles that administer the contracts and how collection of damages could be incorporated in case of aa breach of the contract. It also provides for an exception of allocating specific relief in the form of specific performance of the contracts.

The Specific Relief Act, 1963 (as amended), lays down the remedies available to parties which have faced a civil or contractual breach of rights. It prescribes remedies available to private parties for breach of contract.

The Income Tax Act, 1961 (as amended), accommodates for various provisions that deal with the taxation of various categories of mergers and acquisitions. The Income Tax Act determines taxation-related considerations with respect to M&A in India, and to transactions which have cross-border elements. It also explains double taxation-avoidance treaties which also play an important role.

The Competition Act, 2002 (as amended), is fundamentally bound with M&A, as all mergers and acquisitions have to undergo the process of Competition Assessment under the admissible provisions of the Competition Act, 2002 and the associated regulations. The act also administers combinations (such as M&A) of companies and constrain the anti-competitive agreements, which have or are likely to have an definite adverse effect on the competition in India.

The Foreign Exchange Management Act, 1999 and the rules and regulations issued thereunder (as amended), provide the framework for mergers, amalgamations and arrangements between foreign and Indian companies, covering investment related information, covering both, inbound and outbound investments. The rules and regulations under FEMA, read together with the circulars, directions and rules issued by the RBI, collectively regulate foreign investment in India (the “Foreign Exchange Regulations”).

Various Central and State Government labour legislations also supervise employment-related matters (such as terms of service, payment of wages, working conditions, safety of the staff and workers, health and welfare of workers and others).

The Securities and Exchange board of India Act, 1992 and the rules and regulations issued thereunder (as amended), regulates the securities market in India which also includes acquisitions involving companies which are listed on stock exchanges in India. The SEBI Act, read together with the circulars, notifications, guidelines and directions issued by the SEBI, also lists in detail, substantial acquisition on shares and takeovers.

In addition to above mentioned regulations and rules, various sector-specific regulations may also be applicable in case of a standard M&A transaction in India depending on the parties involved.

What sets us apart

At A&A, our expert advocates/ M&A lawyers can assist in developing a thoroughly articulated M&A plan teamed with well-informed strategic advice to reinforce the strategy. After acquiring in-depth knowledge of the business, financials and comprehending the management’s objectives, we provide multiple options which, while being cost-effective, also pave the way for long-term profitable growth. We administer a concept for solutions on a turn-key basis for implementing and executing M&A transactions, including but not limited to, structuring, taxation, finances or regulations. 

The A&A team is a curation of a group of result-oriented professionals as an alternative to traditional Merger and Acquisition law firms and investment bankers. Drawing from the extensive experience of successfully handling the volatile nature of deal activity, A&A offers several services in addition to opinions, due diligence and tax to ensure that the deal is asset enhancing to the business/company.

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