Full-service counsel on M&A transactions in India, buy-side and sell-side, domestic and cross-border. From structuring and due diligence through CCI clearance, definitive documentation, and closing. Senior attention on every deal, not a file passed down a chain.
Acquiring, being acquired, merging, or investing, share the outline in confidence and a senior lawyer will assess structure, key risks, and the regulatory path before we discuss scope. Every engagement is quoted to the specific transaction.
An M&A transaction is won or lost in the parts most people never see: how the deal is structured, what due diligence uncovers, how conditions to closing are sequenced, and whether the regulatory path was mapped correctly from the outset. A weak indemnity, an unassigned piece of IP, or a mis-timed competition filing can cost a party far more than the entire legal fee, or unwind the deal entirely.
We advise companies, founders, investors, and acquirers on both sides of the table. That two-sided experience is the point: having sat across from the other side’s counsel, we know where the pressure actually comes and how to protect your position before it arrives.
From first structuring conversation to post-closing.
Share purchase, asset purchase, merger by scheme, or slump sale, the right structure shapes tax, liability, regulatory path, and how cleanly the deal can actually close. We get this right at the outset, where it costs nothing to change.
Buy-side, we uncover what the target isn’t volunteering: unassigned IP, contingent liabilities, loose contracts, cap table gaps. Sell-side, we get you diligence-ready before a buyer’s counsel starts turning over stones.
The term sheet, then the share purchase agreement, business transfer agreement, merger scheme, or definitive documents that actually govern the deal, drafted to protect your position, not just record the headline number.
CCI merger notification where thresholds are crossed, FEMA and FDI approvals for cross-border deals, sectoral consents, and NCLT sanction for schemes of arrangement, mapped and sequenced as conditions to closing.
Reps and warranties, indemnity caps and baskets, escrow, MAC clauses, and closing conditions, negotiated directly with the other side’s counsel, holding the terms that actually matter to your risk.
Conditions precedent satisfied, completion mechanics executed, and post-closing obligations, escrow release, earn-outs, integration steps, carried through rather than left to unravel.
Strategic and financial acquirers buying a company, a business unit, or a controlling stake, with full diligence and risk allocation in your favour.
Founders and companies selling out, in whole or in part, structured to protect value, manage warranty exposure, and close cleanly.
Combinations by scheme of arrangement under the Companies Act, including the sanction process before the NCLT.
Foreign acquirers into India and Indian companies acquiring abroad, with the FEMA, FDI, and structuring layers cross-border deals carry.
Growth and control investments, primary and secondary, with the investor protections and governance terms these deals turn on.
Structuring shared ventures, from ownership and governance to deadlock and exit mechanics.
Acquisitions through or adjacent to the insolvency process, where timelines and creditor dynamics reshape the deal.
Internal reorganisations, demergers, and holding-structure changes, including the intra-group merger routes.
India’s merger control regime changed materially in September 2024, and any credible M&A adviser needs to be working from the current position, not last cycle’s rules.
Combinations crossing the prescribed asset or turnover thresholds under Sections 5 and 6 of the Competition Act, 2002 require prior approval from the Competition Commission of India, and cannot close until cleared. The Competition (Amendment) Act, 2023, operative from September 2024, added a Deal Value Threshold: transactions valued above ₹2,000 crore now require notification where the target has substantial business operations in India, irrespective of whether the traditional asset or turnover thresholds are met, and the small-target exemption does not apply in those cases. The amendments also codified “material influence” as the control standard and introduced a 150-day outer review limit.
Implementing any part of a notifiable deal before CCI approval, combining operations, changing management, sharing competitively sensitive information, is gun-jumping, and it carries significant penalties. Recent enforcement, including a landmark Supreme Court ruling in 2026 on a historic combination penalty, has put a sharp focus on how transactions are notified and what is disclosed. Sequencing matters as much as the deal terms.
Mergers by scheme of arrangement run through the National Company Law Tribunal under the Companies Act, with fast-track routes for qualifying intra-group reorganisations. On the financing side, a 2025 RBI framework opened the door for Indian banks to fund corporate acquisitions, a genuine structural change to how deals can be financed, though bank loan covenants bring their own considerations.
A foreign acquirer buying into India, or an Indian company acquiring abroad, adds layers a purely domestic deal doesn’t carry: FDI policy and sectoral caps, pricing guidelines and reporting under FEMA, round-tripping and structuring questions, and the interaction between Indian and foreign regulatory clearances. These aren’t afterthoughts to bolt on at closing, they shape the structure from day one, and getting the sequence wrong can delay or derail a deal that was otherwise sound. This is a core focus of our practice, not an occasional add-on.
M&A is not volume work. A deal turns on judgment, on knowing which of a hundred negotiable points actually matter to your risk, and that judgment doesn’t come from an associate seeing the file for the first time. My Legal Pal’s M&A practice is led by Prakhar Rai, an advocate enrolled with the Bar Council of India and an alumnus of the National Law School of India University (NLSIU), Bangalore, with a Master of Business Laws and over a decade advising companies, founders, and investors on corporate transactions across India and internationally.
We work as a focused practice, not a factory. That means the person who structures your deal is the person who negotiates it and sees it through to closing, with the discretion a transaction of this kind requires.
Every M&A engagement is scoped and quoted to the specific transaction, its structure, size, complexity, and the regulatory path it requires. We discuss scope and fees in confidence after an initial conversation about the deal. Preliminary discussions are treated as confidential from the first email.
The framework that precedes a definitive deal.
Governance and investor rights post-investment.
For founders approaching an exit or raise.
Share the outline in confidence, and a senior lawyer will assess the structure, risks, and regulatory path before we discuss scope.
