We act for international buyers, sellers and their counsel on acquisitions, disposals and mergers involving Indian companies. Our role ranges from leading the Indian side of a global deal to running a domestic transaction end to end.
What we advise on
- Share and asset acquisitions, including business transfers and slump sales
- Legal due diligence on Indian targets, including title, licences, litigation and employment
- Foreign investment conditions, pricing rules and approvals
- Merger control filings before the Competition Commission of India, including the deal value threshold
- Takeover rules for listed targets
- Schemes of merger and demerger before the National Company Law Tribunal
- Stamp duty on transaction documents, which varies by state
- Post-closing integration, filings and employee transfers
Key law and regulation
Companies Act, 2013. Competition Act, 2002. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Foreign Exchange Management (Non-Debt Instruments) Rules, 2019. Indian Stamp Act, 1899 and state stamp laws.
Frequently asked questions
When does an acquisition need Competition Commission approval?
When the parties cross the asset or turnover thresholds, or when the deal value exceeds the prescribed threshold and the target has substantial business operations in India. Many global deals with an Indian target are caught by the deal value test even where the Indian business is small.
How is stamp duty handled on share transfers?
Transfers of shares are subject to stamp duty, collected through the depository system for dematerialised shares. Transaction documents themselves attract duty under the stamp law of the state where they are executed or received, so the place of signing matters.
Can a foreign buyer pay the seller in instalments or with an earn-out?
Deferred consideration is permitted within limits set by the foreign investment rules, both as to the proportion deferred and the period of deferral. Structures outside those limits need careful design.