Advanced Mergers and Acquisitions Law

P R O G R A M M E O U T L I N E

Unit 1: Understanding Lending Transactions

• Study the different methods of financing mergers and acquisitions.

• Examine the role of lending transactions in mergers and acquisitions.

• Understand the regulatory regime governing lending by domestic and overseas banks.

Unit 2: Understanding Stamp Duty and Registration Laws

• Learn the law on stamp duty and registration in India and identify the events or documents on which stamp duty is levied.

• Understand the role of registration in M&A transactions and the nature of documents to be registered under the Registration Act, 1908.

Unit 3: Understanding Employment and Labour Law Issues

• Study the legal framework for employment and labour laws in India.

• Identify specific provisions of the Industrial Disputes Act, 1947 and Shops and Establishment Acts that apply to M&A transactions.

Unit 4: Understanding Mergers and Acquisitions: Competition Law Perspective

• Examine the need for competition laws in India.

• Analyse the impact of the Competition Act, 2002 and all the rules and regulations issued thereunder on M&A activity in India.

• Identify M&A transactions that require approval from the Competition Commission of India.

Unit 5: Understanding Mergers and Acquisitions: From a Listed Company’s Perspective

• Study two important regulations from the perspective of listed companies—the Takeover Code and the Insider Trading Regulations.

• Analyse these regulations from the perspective of M&A transactions.

Unit 6: Understanding the Due Diligence Process

• Understand what a ‘due diligence’ is and its importance in M&A transactions.

• Identify the parties involved in a due diligence process and key points or issues that must be identified in any due diligence.

Unit 7: Understanding Legal Documentation for Mergers and Acquisitions

• Examine the structure and content of documents required to implement mergers and acquisitions, including a merger or de-merger scheme, share purchase, share subscription or shareholders agreements, business purchase agreements, and asset transfer agreements.

Unit 8: Drafting of Legal Documentation - I

• Draft specific clauses in commercial agreements, such as the conditions precedent to completion clause, and the completion clause.

• Analyse the purpose of each of these clauses in M&A transactions.

Unit 9: Drafting of Legal Documentation - II

• Draft indemnification and representations & warranties clauses.

• Analyse the meaning of these clauses in commercial agreements and understand their role and importance in M&A transactions.