Merger & Acquisition (M&A)

                                                                                           M&A Of Shares, Assets And Businesses [Private, Public And Listed Entities]

We, at Hello Counsel, serve its clients ranging from investment banks, companies and large corporate groups in merger and acquisition deals. Irrespective of the size of the deal, we ensure that our clients benefit from our experience and handling. We advise on structuring mergers and acquisition including structuring issues, drafting transactional documents, etc. We also advise on Corporate and Security Law issues related to SEBI Takeover Code, listing and assist clients in compliance with regulatory requirements, government approvals, statutory filings etc. We advise companies on methods of restructuring including joint ventures, mergers, acquisitions, demerger/ spin-off a division into a separate company, buy-back of shares, leveraged buyouts, slump sale, reduction in share capital, winding-up and repatriation of the proceeds.

We also advise on tax benefits available to companies after restructuring. We conduct due diligence for companies before going for mergers and acquisitions including intellectual property due diligence.

We draft Share Purchase Agreements, Shareholders Agreements, Joint Venture Agreements, non-compete and non-disclosure agreement, escrow agreement, stock swap agreement etc. We also draft scheme of arrangements for companies to be placed before High Courts. We assist our clients in cross border mergers and acquisitions in various sectors such as technology, telecommunications, manufacturing, construction, natural resources, financial institutions, consumer goods etc.

We have dealt with various merger deals both national and international, represented large energy corporation in connection with the spin-off of its subsidiary, and subsequent merger with holding company, tendered legal advice to US clients on setting up of 100% STPI Company in India. We have advised a public listed Indian company in the de-merger of one of its divisions through an international competitive bidding process and also prepared the scheme of arrangement for a consulting company of India.

Vital Features Of M&A

• Acquisitions & Divestments

• Distressed Transactions

• Listed & Unlisted Entities

• Leveraged Buy-Outs

• Mergers & Amalgamations

• Reconstructions & Demergers

• Restructuring of Listed & Unlisted Entities- Capital & Debt Restructuring- Buy-Back Of Securities & Reduction Of Capital

• Schemes Of Arrangement.Transaction Counsel-

• Share Capital

• Equity

• Drafting and negotiating of the Transaction Documents-

• Structuring of the transaction

• Conducting of Due diligence

• Preparing of the issues list-

• Sale of shareholding-

Courts & Fora

Concerned Courts All Over India

[In Hierarchical Order]

• Supreme Court Of India

• High Courts Of Various States

• District & Sessions Judges [D&SJ]

• Senior Civil Judges

• Civil Judges

Concerned Fora

• Arbitration Tribunal

• Commercial Courts, Commercial Division and Commercial Appellate Division:- In the High Courts of various States, particularly the High Courts of Delhi, Bombay, Calcutta and Madras, where the Original jurisdiction above a certain value lies in High Court.- Appeal lies from the orders passed by tribunals like Competition Appellate Tribunal, Debt Recovery Appellate Tribunal, Intellectual Property Appellate Board, Company Law Board, National Company Law Tribunal, Securities Appellate Tribunal and Telecom Dispute Settlement and Appellate Tribunal, Etc

• Company Law Board [CLB]- For matters of Oppression and mismanagement; Winding up, etc.

• National Company Law Tribunal [NCLT] & National Company Law Appellate Tribunal [NCLAT]- Constitution of the said Tribunals already in the pipeline, though they are yet to get functional. Hon’ble Supreme Court has already directed the Union Govt. to constitute them without any further delay, vide its order dated:14.05.15, as passed in “Madras Bar Association Versus Union Of India”.

Concerned Governing Legislations

• Companies Act, 2013 [And the Allied Legislations]

• The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

• Foreign Exchange Management (Cross Border Merger) Regulations, 2018

Judgments & Citations: Merger & Acquisition [M&A]

• Commissioner of Income Tax Versus Mukundray K. Shah, Criminal Appeal No. 1873/2007, Judgment Dated: 10/04/2007, Bench: S.H. Kapadia, J. & B. Sudershan Reddy, J. Supreme Court Of India, Citation: 2007 AIR(SC) 1963: 2007(4) SCR 1104: 2007(4) SCC 327: 2007(5) JT 363: 2007(5) SCALE 553: 2007(5) SLT 725: 2007(290) ITR 433- Companies Act, 1956- Section 394- Merger of two companies- Effect of, on account of two companies- Held, on merger the accounts of two companies has merged and the reserves has to be taken on the basis of merged accounts.

• Commissioner of Income Tax Versus Alagendran Finance Ltd., Criminal Appeal No. 3301/2007, Judgment Dated- 27/07/2007), Bench: S.B. Sinha, J.: Harjit Singh Bedi, J., Supreme Court Of India., Citation: 2007 AIR(SC) 3005: 2007(8) SCR 558: 2007(7) SCC 215: 2007(9) JT 424: 2007(9) SCALE 387: 2007(5) Supreme 659: 2007(293) ITR 1.- Income Tax Act, 1961- Section 263(1) Explanation (c)- Applicability of doctrine of merger in terms of- Scope- Doctrine of merger applies in terms of said provision only in respect of such items which were the subject matter of appeal- Doctrines- Doctrine of merger- Applicability of, scope- Commissioner of Income Tax v. Sun Engineering Works P. Ltd., 198 ITR 297, Referred.

Kindly, call our helpline at (+91) 98-712-712-05, or e-mail us at info@hellocounsel.com if you wish to talk to an M&A lawyer or are facing any other Legal Issue and want to have Legal Consultations with the empaneled Lawyers at Hello Counsel.