Language : English

Mergers & Acquisitions

M&A

Merger & Acquisition

MBGroup enjoys a formidable professional reputation in Merger & Acquisition (M&A) practice area and has acted for many Indian and multinational corporations. The firm advises its clients on all legal and regulatory aspects of M&A.

MBGroup offers a core team of professional experts comprising of considerably experienced M&A lawyers, charted accountants, and company secretaries who are dedicated to providing high level of professional services on a timely basis. Firm’s core M&A Practice Group is assisted by experts from other related key areas such as employment laws, environmental regulations, antitrust/competition law, intellectual property, real estate, and taxation etc. Experienced and competent staff with specialized knowledge and expertise supports these professionals. 

Our M&A Practice Group is well adept in handling the following important aspects of M&A transactions for its clients:

Due Diligences: Firm’s counsels have conducted extensive Due Diligences, both from legal and commercial perspectives, in order to ascertain the assets and liabilities of the target company/business/asset, based on the underlying records. This includes visiting data rooms, undertaking extensive review of the relevant documents for the relevant past period, conducting interviews with personnel of target company/business and preparing comprehensive DD reports for clients.

Risk Identification, Analysis, & Mitigation: Firm’s counsels identify risks involved-legal, financial as well as commercial risks- in the proposed transactions. This activity involves determination of any contingent liabilities, pending litigation, incomplete documentation or reporting, any pending commitments of the target company not recorded in the books of accounts etc. The firm then advises clients on possibility of formulating an appropriate risk mitigation strategy from legal and regulatory points of view and suggests remedial measures and/or steps to rectify the shortfall or deficiencies on the part of the target company, in complying with the statutory requirements.

Approvals: MBC Counsels offers adequate professional expertise and experience in drafting Scheme (s) of Arrangement under Companies Act and obtaining approval from concerned High Court (s) or Tribunals, in case the client undertakes a ‘court approval’ route of merger/de-merger. In addition, MBC Counsels actively assist its clients in obtaining necessary approvals from Competition Commission, FIPB, RBI, SEBI, administrative ministries, and other government/statutory authorities in M&A transactions wherever such approvals are required.      

 

M&A documentation

M&A documentation: Counsels at our firm have extensive experience in structuring and negotiating the relatively complicated transaction documentation involved in M&As, including Schemes of Arrangement, Project Finance Documentation, Asset Purchase Agreements, Business Transfer Agreements, Share Purchase/Shares Subscription Agreements, Shareholders Agreements, Joint Venture Conveyance and Mortgage Documents, Franchise Agreements, Technology/IPR Agreements, License and Assignment Agreements etc. The firm also provides end to end legal support in negotiating and finalization of the documents required to close the deals.

Closing of M&A Transactions: The firm has a team of experts who negotiate and provide end to end legal support in closure of the M&A transactions, including reviewing and advising on closing documents.

Transaction Taxes and Stamp Duty Advice: Our M&A team also include tax experts to advise clients on tax planning and other related issues. Stamp duties may pose significant cost on M&A transactions and our team of experts is adept in advising clients on stamp duty laws.

Post-Closing Activities & Compliances:  We also provide advice with respect to post closing compliances including drafting and filing of the necessary documents before the concerned Registrar of Companies, FIPB, RBI, SEBI, and in case of requirements sending intimations required under the various contracts.

Management & Operational Support: MBC counsels has vast experience in advising clients on the managerial and operational controls including methods of acquiring and exercising management control, representation on Board and management etc.

MBC Counsels practices utmost strict internal code with respect to conflict of interest and confidentiality expected in handling M&A transactions.

Pre-Transaction Phase

Financial, Tax & Legal Due Diligence;

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Transaction Closure Phase

Implementation of re-organisation, if any;

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Post-Transaction Phase

Private Equity, capital restructuring…

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