Biswajit Sarkar, Advocates - IP Attorneys
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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 Structuring

    A share purchase, a business purchase, a slump sale and a court-sanctioned scheme can all achieve the same commercial goal, with different tax, cost and approval consequences. We compare these routes for buyers, sellers and investors and recommend the one that suits the transaction.

  • Due Diligence

    A buyer should know what it is paying for. We review the target's corporate records, contracts, licences, regulatory compliance, disputes and intellectual property, and report the risks in plain language so they can be priced or dealt with before signing.

  • Transaction Documents

    The documents turn a commercial understanding into enforceable rights. We prepare and negotiate term sheets, share purchase agreements, shareholders' agreements and business transfer agreements, with the warranties, indemnities and conditions each deal needs.

  • Schemes Before the NCLT

    Many mergers, amalgamations and demergers proceed through a scheme approved by the National Company Law Tribunal (NCLT). We guide companies through that process under the Companies Act, 2013 and, where the conditions are met, use the quicker fast-track merger route.

  • Regulatory Approvals

    Some deals cannot close until a regulator agrees. We prepare and file applications with the Competition Commission of India and the Reserve Bank of India and handle approvals under FEMA, so that approval timing does not catch the parties by surprise.

  • Cross-Border Deals

    When a buyer or target is outside India, foreign exchange and investment rules apply on top of company law. We advise Indian and foreign clients on inbound and outbound acquisitions and investments, taking those rules into account from the start.

  • IP Transfer and Integration

    Signing a share or asset deal does not move a trade mark or patent on the register. We prepare the assignments, record them with the relevant registries and help combine the two IP portfolios, so the buyer ends up with the rights it paid for.

  • Joint Ventures

    A joint venture runs best when each partner knows who controls what, what each contributes and how a partner can leave. We structure the venture and draft governance and exit terms that protect each partner's interests and intellectual property.

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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