Mergers & Commercial Acquisitions
Successful commercial transactions require rigorous legal discipline, thorough risk taxonomy, and strategic contract drafting. Our transactional counsel represents corporate buyers, institutional sponsors, and selling promoters through all stages of private equity investments, share acquisitions, business transfer pacts (slump sales), and strategic mergers. We provide clear assessments of commercial liabilities, employment covenants, intellectual property transfers, and foreign exchange compliance.
Due Diligence, Structuring & Negotiation Disciplines
Buy-Side & Sell-Side Legal Due Diligence
Systematic examination of target entity corporate records, material commercial contracts, litigation history, labor compliance, and title certifications.
Share Purchase & Asset Transfer Agreements
Drafting and negotiating definitive agreements (SPA, APA, BTA) with bespoke representations, warranties, indemnity caps, and basket structures.
Cross-Border Investment Structuring & FEMA Advisory
Compliance with Foreign Direct Investment (FDI) guidelines, downstream investment rules, FC-GPR/FC-TRS regulatory filings, and RBI clearances.
Post-Transaction Integration & Escrow Protocols
Structuring conditions precedent (CP) and conditions subsequent (CS), transition service agreements (TSA), and milestone escrow releases.
Promoter Non-Compete & Employment Restraints
Enforceable post-closing restrictive covenants, non-solicitation parameters, and key executive retention agreements.
The 4-Stage Transaction Process Architecture
From preliminary term sheet alignment to post-closing statutory filings, our transactional roadmap prevents value dilution and manages cross-border regulatory conditions.
Term Sheet & Architecture
Valuation mechanics, exclusivity pacts, governance covenants & non-binding terms.
Full Legal Diligence
Examination of target corporate records, material contracts & title scrutiny.
Definitive Agreement Negotiations
Drafting SPA/SHA covenants, indemnity caps, disclosure letters & redlines.
Closing & FEMA Approvals
Conditions Precedent verification, escrow settlement & RBI/FEMA filings.
Transactional Deliverables
Transaction Advisory FAQs
Discuss a Potential Commercial Transaction
All matter inquiries are held in strict bilateral confidence subject to standard conflict checks.