Biswajit Sarkar, Advocates - IP AttorneysAn IP Law firm with global practices
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Practice

Mergers and Acquisitions

Guiding buyers, sellers and investors through transactions in which brands and technology carry much of the value.

Overview

In many transactions the most valuable assets are intangible: brands, patents, software, know-how and customer goodwill. The firm's M&A practice brings its intellectual property depth to deal work, so that what is being bought is properly identified, owned and transferred.

The practice advises on share and business acquisitions, mergers and demergers by scheme, joint ventures and strategic investments, for Indian and foreign clients, from the first term sheet to the integration of the business after closing.

What we do

Services

  • Deal structuringShare purchase, business transfer, slump sale or scheme of arrangement
  • Due diligenceCorporate, contractual, regulatory and intellectual property review
  • Transaction documentsTerm sheets, share purchase, shareholders' and business transfer agreements
  • Schemes before the NCLTMergers, amalgamations and demergers, including fast-track mergers
  • Regulatory approvalsCompetition Commission of India, RBI and FEMA filings
  • Cross-border dealsInbound and outbound acquisitions and investments
  • IP transfer and integrationAssignments, recordals and harmonising portfolios after closing
  • Joint venturesStructuring, governance and exit arrangements

Our approach

How a matter progresses

The usual course of a mergers and acquisitions matter in India, from first instructions to a final outcome.

  1. Structuring

    We recommend the structure that suits the commercial, tax and regulatory position: share purchase, business transfer or scheme.

  2. Due diligence

    We review corporate records, contracts, licences, disputes and intellectual property, and report the risks in plain terms.

  3. Documentation

    We draft and negotiate the transaction documents, including warranties, indemnities and conditions.

  4. Approvals

    We obtain the approvals the deal needs, which may include shareholders, the NCLT, the Competition Commission of India and the RBI.

  5. Closing and integration

    We manage closing, then record transfers of IP and integrate contracts and compliance into the buyer's business.

Questions

FAQs

General information only. For advice on your circumstances, please speak to an attorney.

When is approval of the Competition Commission of India needed?
A combination that crosses the asset or turnover thresholds in the Competition Act, 2002, or a deal valued above the prescribed threshold where the target has substantial business operations in India, generally needs approval before completion, unless an exemption applies.
Why does intellectual property due diligence matter in an acquisition?
Brands, patents and software often account for much of the price. Diligence confirms that these rights are registered, owned by the target, free of undisclosed licences or disputes, and capable of transfer to the buyer.
How long does a merger by scheme take?
A scheme under sections 230 to 232 of the Companies Act, 2013 needs approval of shareholders and creditors and sanction by the National Company Law Tribunal, which usually takes several months. A fast-track route under section 233 is available for certain small companies and group entities.

Further reading

From our blog

Articles by the firm's attorneys on mergers and acquisitions.

All articles

Official sources

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