» Structuring by resolving legal issues taking into account the commercial objectives of the parties,
» Conducting legal diligence of the target company and at times; an internal vendor’s diligence;
» Preparing and negotiating the transaction documentation from the term sheet level to final closing of the definitive agreements which may include, depending upon the transaction,
→ The share purchase agreements
→ Business/assets transfer agreement
→ Subscription and shareholders agreements
→ Assignment of IPR
→ Goodwill and contracts
→ Documentation relating to transfer of movable and immovable properties
→ Employees
→ Non-compete agreements
→ Escrow mechanism
→ Non-disclosure stock swap
→ Earn out models for the management
» Advising on various Regulatory Authorisations such as,
→ Merger control regulations under the Competition Act 2002 and assist in filings required to be made for such mergers
→ Open offer under SEBI Takeover Regulations for listed entities
→ On local laws for the transfer of movable and immovable assets
→ On transfer of employees and employee benefits, employee share options; incentive schemes and management buy-outs
→ Exchange control Regulations including assisting in approvals from FIPB/RBI/SEBI approvals; corporate Law and securities Law such as SEBI Insider Trading Regulations; SEBI Delisting Guidelines, Listing Agreement, SEBI (ICDR Regulations) wherever applicable
→ Assisting in regulatory filings with various authorities
