1126 | Law and Practice of Mergers and Acquisitions

The course is aimed at introducing students to the law and practice of mergers and acquisitions in India. It will build on the two basic laws – the law of contracts (primarily the Indian Contract Act 1872 ) and company law (Companies Act 2013) and draw upon several complementary statutes like SEBI laws and FEMA.

Describe how you have approached the course. What have you included/excluded and why? Choice of materials: primary or secondary readings / case law;

The course will begin with an evaluation of the business rationale for mergers and acquisitions, a discussion of the various types of transactions and related terminology. The applicable laws and regulations surrounding these transactions will be analyzed through the case study method. While the course will be essentially based on applicable Indian laws, it will also draw on an international comparative perspective with a focus on the US and UK.

The transactional perspective will consider various structuring matters, planning aspects, transaction costs and impact on various stakeholders. Reference will also be made to tax and competition law in addition to corporate governance and securities laws issues.

The course will focus on understanding the importance of due diligence and its impact on drafting the key agreements of involved in a M&A transaction. Students will have the opportunity to draft basic M&A agreements such as a confidentiality agreement, a due diligence checklist and specific parts of a share purchase agreement to get hands-on experience. Such drafting will be done in the context of a hypothetical M&A transaction.

The instructor will bring to bear his international experience to alert the students to the various practical and commercial considerations of an M&A transaction.