End-to-end legal counsel on M&A transactions, from term sheet to closing. We advise founders, acquirers, and investors on startup, SME, mid-market, and cross-border deals, with particular depth in technology transactions where IP, ESOPs, and SAFEs decide the outcome.
Tell us about the transaction, whether you are acquiring, selling, or investing, and a corporate lawyer from our team will respond to discuss the deal, the likely structure, and how we would run it. Every enquiry is treated in strict confidence.
Mergers and acquisitions concentrate years of value, and years of risk, into a single transaction. Done well, an M&A deal unlocks growth, liquidity, or a clean exit. Done carelessly, it transfers liabilities the buyer never priced, leaves the seller exposed long after closing, or unravels in a dispute that costs more than the deal was worth. The difference is almost always the quality of the legal work behind it.
My Legal Pal advises on the full arc of a transaction: strategy and structuring, due diligence, the term sheet, the definitive agreements, regulatory clearances, and closing. We act for acquirers buying a business or a competitor, for founders and shareholders selling or merging, and for private equity and venture investors taking stakes or engineering exits. Our focus is on making the legal process rigorous without making it slow, so a deal closes on terms that hold.
We are, in particular, technology and startup M&A specialists. The deals we see most often turn on the things generalist advisers underweight: whether the company’s intellectual property is actually owned by the company and not a founder or contractor, whether the cap table and ESOP pool survive diligence, and how SAFEs and convertible notes convert on a change of control. These are the details that move valuation, and they are where we add the most.
“Mergers and acquisitions” is an umbrella over many distinct transaction structures. The structure is not a formality, it drives tax, liability, regulatory treatment, and how the deal actually closes. Below is how the main structures work and the situations each suits.
These describe the commercial relationship between the parties. A horizontal deal combines two competitors in the same market, often to gain scale or market share, and is the type most likely to attract competition-law scrutiny. A vertical deal joins a company with its supplier or customer, to control more of the value chain. A conglomerate deal combines businesses in unrelated markets, usually for diversification. The category shapes both the strategic rationale and the regulatory risk.
The buyer purchases the shares of the target from its shareholders and steps into the company as it stands, with every asset, contract, licence, employee, and liability. It is the cleaner route where the buyer wants the business to continue seamlessly, and the seller’s preferred structure for a full, clean exit. The buyer’s protection comes almost entirely from diligence and from the warranties, indemnities, and disclosure letter.
The buyer picks up defined assets and only the liabilities it agrees to take, leaving the corporate shell and its history behind. In India this is often structured as a slump sale, the transfer of a business undertaking as a going concern for a lump-sum consideration, which has its own tax treatment. Asset deals protect the buyer from unknown liabilities but require careful handling of contracts, licences, and employees that do not transfer automatically.
Two companies legally become one. In India this is a scheme of arrangement supervised by the National Company Law Tribunal, with valuation, creditor and shareholder meetings, and regulatory notices. In an amalgamation, one or more companies merge into another; in a merger by absorption, one survives and the others dissolve into it. This route is used for group restructurings and full combinations rather than simple purchases.
The reverse of a merger. A company separates a business unit into a distinct entity, either to unlock value, prepare part of the business for sale, or separate unrelated lines. Demergers are also NCLT-supervised in India and have specific tax conditions to qualify as tax-neutral.
An investor takes equity rather than the whole company. This ranges from a minority venture or growth-equity stake, through a significant strategic investment, to a leveraged or private-equity buyout where the investor acquires control, often with debt. The governing documents are the share subscription agreement and the shareholders’ agreement, which carry the investor’s governance, anti-dilution, liquidation-preference, and exit rights.
Two parties combine capital, IP, or capability into a shared venture, either a new jointly-owned company or a contractual alliance. The joint venture agreement governs control, contribution, profit-sharing, deadlock resolution, and exit. Common for market entry, especially cross-border, and for combining complementary strengths.
Especially common in technology, the real target is the team and the intellectual property rather than revenue or customers. These deals live or die on IP assignment, employee transfer and retention, and the treatment of the target’s existing obligations. We structure them so the buyer actually acquires the talent and the technology it is paying for.
In a management buyout (MBO), the existing management team acquires the business it runs, often backed by private equity. In a management buy-in (MBI), an external team acquires and takes over the business. Both need careful handling of conflicts, financing, and the founders’ or owners’ exit terms.
Every transaction we run follows a disciplined path from first conversation to post-closing.
We advise on deal structure, share versus asset, merger versus investment, weighing tax, liability, and regulatory consequences before anything is signed.
We draft or review the term sheet or letter of intent, the document that sets the commercial spine of the deal. Getting it right prevents fights later.
Legal, corporate, IP, employment, data, tax, and contractual diligence to find what the deal is really buying, and what it should be priced or protected against.
The share purchase, asset purchase, merger scheme, or subscription agreement, with the warranties, indemnities, and covenants that allocate risk.
Competition clearance, foreign investment and FEMA compliance, NCLT process where needed, and board and shareholder approvals.
Conditions precedent, closing mechanics, and the completion steps that transfer the business cleanly, with nothing left ambiguous.
Integration support, post-completion covenants, escrow and earn-out administration, and any transitional arrangements.
Clear drafting of indemnity, earn-out, and non-compete terms so that if a disagreement arises, the document decides it, not a court.
Due diligence is the investigation of the target before the deal closes. For the buyer or investor, it is the single most important protection: it reveals what you are actually acquiring and gives you the leverage to reprice, restructure, or walk away. For the seller, being diligence-ready is what preserves valuation and prevents a deal from stalling.
For technology and startup targets, the areas that most often change a deal are specific:
The most common and most damaging finding. If the company’s core IP was written by a founder before incorporation, or by a contractor without a valid assignment, the company may not own the very thing being bought. We covered this in our analysis of the contract clauses that slash a startup’s valuation. Clean IP due diligence is non-negotiable.
Undocumented option grants, a messy cap table, or SAFEs and convertible notes that convert unexpectedly on a change of control can materially shift who gets what at closing. We check how every instrument behaves in the transaction.
Change-of-control clauses that let key customers or landlords terminate on the deal, un-assignable contracts, employment and misclassification exposure, data-protection compliance under the DPDP Act, and pending disputes or notices.
Before the documents and the diligence, it helps to understand the concepts and the vocabulary that run through every deal. This is the language your advisers, the counterparty, and the investors will use, and knowing it changes how well you can hold your own in a negotiation.
Mergers and acquisitions is the umbrella term for transactions in which the ownership of companies, or their assets and business units, is transferred or combined. An acquisition is one party taking over another. A merger is two parties combining into one. In practice most “mergers” are structured as acquisitions, and the label matters less than the structure beneath it.
A deal typically involves the buyer or acquirer, the seller or target shareholders, and often investors. Around them sit legal counsel on each side, financial or M&A advisers who run the process and the valuation, and tax advisers. On larger deals, there may be separate diligence, regulatory, and specialist counsel. The legal team’s role is to protect its client’s position while keeping the deal moving to close.
Valuation is what the business is judged to be worth; consideration is what the buyer actually pays and in what form, cash, shares, or a mix. Deals often split consideration into an amount paid at closing and amounts paid later, through an earn-out tied to future performance, or held back in escrow to cover post-closing claims. How consideration is structured is one of the most negotiated parts of any deal.
These are the backbone of buyer protection. Representations and warranties are statements of fact the seller makes about the business, its finances, its contracts, its IP, its compliance. If a warranty turns out to be untrue, the buyer may have a claim. An indemnity is a specific promise to reimburse the buyer for a defined risk, dollar for dollar. The disclosure letter is the seller’s way of qualifying the warranties by disclosing known issues, which shifts that risk back to the buyer.
Most deals sign first and close later, with a gap to satisfy conditions precedent, the things that must happen before completion, such as regulatory approvals, third-party consents, or financing. Closing (or completion) is the moment the transaction actually takes effect and ownership transfers. A well-run closing is choreographed down to the order the documents are signed.
Where buyer and seller cannot fully agree on price or risk, these mechanisms bridge the gap. Escrow holds part of the price with a neutral party to cover warranty or indemnity claims. An earn-out ties part of the price to the business hitting agreed targets after closing. A holdback retains part of the price for a period. Each is a way of sharing risk and uncertainty between the parties.
A buyer paying for a business usually wants the sellers not to walk away and start a competitor. Non-compete and non-solicitation covenants restrict the sellers for a defined period and area. Their enforceability varies by jurisdiction, so they have to be drafted to the governing law of the deal.
Deals collapse for recognisable reasons: diligence uncovers a liability the price did not reflect, the parties cannot agree on how risk is allocated, a key consent or approval does not come through, or the definitive agreement is drafted so loosely that a later disagreement has no clear answer. Rigorous diligence and precise drafting are what prevent each of these. The goal of good M&A lawyering is not to add friction, it is to make sure that when something is disputed later, the document already decides it.
A deal is built from a stack of interlocking documents. We draft and negotiate each one so they work together, not against each other.
The first document in almost every deal, protecting confidential information exchanged during early talks and diligence.
The commercial blueprint. Mostly non-binding, but it sets valuation, structure, exclusivity, and the terms everything else is built on.
Legal, IP, employment, and regulatory diligence findings, with the risks flagged and the fixes or protections recommended.
The definitive agreement for a share acquisition, with representations, warranties, indemnities, conditions, and closing mechanics.
For a business or asset transfer, defining exactly which assets and liabilities move and on what terms.
Governs the relationship after an investment or partial acquisition, control, transfers, drag-along and tag-along, and exit.
For a primary investment, setting the terms on which an investor subscribes to new shares in the company.
The NCLT-supervised document for a statutory merger or amalgamation in India, with creditor and shareholder approvals.
The seller’s qualifications to the warranties, the document that allocates known risk and protects the seller from later claims.
Holdback, escrow, and earn-out mechanics that bridge price gaps and secure post-closing obligations.
Founder and key-employee agreements, retention terms, non-competes, and the IP assignments that make sure the buyer actually owns the assets.
Board and shareholder resolutions, share transfer forms, and the completion checklist that makes closing clean.
Indian M&A sits within a specific legal and regulatory framework, and getting the compliance right is as important as the commercial terms. We handle the full Indian regulatory picture.
Statutory mergers and amalgamations run through a scheme of arrangement approved by the National Company Law Tribunal, with prescribed creditor and shareholder approvals and notice to regulators.
Deals above the prescribed asset and turnover thresholds need clearance from the Competition Commission of India before they can close. We assess notifiability early and manage the filing.
Cross-border deals involving a foreign buyer, seller, or investor must comply with the Foreign Exchange Management Act and the FDI policy, including pricing guidelines, sectoral caps, and reporting. This is central to inbound and outbound transactions.
Where a listed company is involved, the SEBI takeover code and related regulations govern disclosures, open offers, and timelines.
Structure drives tax. Share versus asset, slump sale versus itemised transfer, and the stamp duty on each, all shape the net outcome, and we structure with tax counsel in view.
Many of the deals we advise on cross a border, an Indian company being acquired by a foreign buyer, an Indian business acquiring abroad, or a global investor taking a stake. Cross-border M&A adds layers that a purely domestic deal does not have.
Which country’s law governs the deal, and where disputes are resolved, shapes enforceability and risk. We coordinate governing-law and arbitration clauses across jurisdictions, often using neutral seats such as Singapore or London for cross-border deals.
Each side of a cross-border deal has its own foreign-investment and exchange-control regime. On the India side, FEMA and FDI compliance is central; on the other side, we coordinate with local counsel.
IP registered in several countries, employees across borders, data flows subject to different privacy regimes, and tax treaties that change the optimal structure. We manage the transaction centrally while coordinating specialists in each relevant market.
Whether your deal is entirely within India or spans several countries, the transaction is run to the same standard, rigorous, commercial, and built to close.
M&A is a field where the calibre and attentiveness of the legal team shows directly in the result. Our approach is built around three commitments.
Your transaction is led by a senior corporate lawyer who stays close to the deal, not handed to a rotating cast of juniors. You deal with someone who knows your transaction end to end.
A deal lawyer’s job is to get the deal done on sound terms, not to obstruct it. We flag real risk clearly, take a view, and focus on the points that actually matter to the outcome rather than papering every theoretical concern.
IP ownership, ESOP and cap-table mechanics, SAFE and convertible-note conversion, data compliance, these are the fault lines of modern deals, and they are our core strength. If your transaction involves a technology business, you are working with a team that has seen where these deals break.
We act for buyers, sellers, and investors on transactions from startup and SME deals through to mid-market and cross-border transactions. For companies that need ongoing corporate support beyond a single deal, we also offer this through our corporate lawyer and retainer services.
Prakhar Rai | Founder and Attorney
M&A transactions at My Legal Pal are led by Prakhar Rai, an advocate enrolled with the Bar Council of India. A graduate of La Martiniere College, he holds an LL.B. and a Master of Business Laws from the National Law School of India University (NLSIU), Bangalore, with specialization in Corporate, Banking, Intellectual Property, Finance, and Securities Laws.
His practice centres on corporate and commercial transactions, with a particular focus on technology and startup deals where intellectual property, equity instruments, and regulatory compliance intersect. The approach is senior-led, commercial, and built to close deals on terms that hold.
The work that surrounds and supports an M&A transaction.
Full-range corporate legal support and retainers.
Confirming the target actually owns its IP.
Governance, transfers, drag-along and exit.
What to get right, and never agree to.
How instruments convert on a change of control.
Incorporation and corporate structuring.
Reviewing the contracts diligence uncovers.
DPDP compliance as a diligence item.
Reasoned opinions on deal questions.
Whether you are buying, selling, or investing, in India or across borders, talk to a corporate lawyer who will run the transaction with rigour and get it closed. Every enquiry is confidential.
Call +91 8004800100
