| Advanced Real Estate and Corporate Due Diligence

Course Information

  • 2020-21
  • 5-Year B.A., LL.B. (Hons.), LL.M.
  • III, V
  • Mar 2021
  • Elective Course

Due diligence, simply put, means necessary verifications and precautions taken to identify or prevent foreseeable risks. A typical business situation needs to be evaluated from various aspects before arriving at a decision. Therefore, in commercial terms, due diligence is the necessary care performed by an individual and an investigative work done for evaluating the assets and liabilities and analysing the risks before entering into a transaction. In India, the requirement of due diligence can also be found incorporated in the common law principle of Caveat Emptor as well as in statutes/laws such as the Transfer of Property Act, 1882 and some SEBI regulations. Our course intends to give students an exposure to the process of conducting a legal due diligence exercise- a staple activity at most law firm and commercial law chambers- along with working knowledge of those laws in India which usually find application in due diligence exercises. The course will be of immense help to students who want to specialize in corporate and real estate practice and will prepare them for such due diligence exercises. Basic property law courses deal mainly with the Transfer of Property Act, 1882. Even though this is the main basis for Real Estate Laws in India, while dealing with real estate matters, various other laws and provisions need to be kept in mind. Development of residential and commercial projects through Joint Development has been the most common method of real estate development, followed across India. The course will give a glimpse on how such deals are structured, basic tenets of a joint development agreement and the implementation of the Real Estate (Regulation and Development) Act, 2016 or the RERA Act. The RERA regime aims to change the mostly unregulated real estate market into a regulated field setting up its own adjudicating authority and Appellate Tribunal. For students who want to do litigation, this is a developing forum which has immense potential. The course will also be of immense help to students who want to specialize in real estate practice and will also help them in due diligence and execution in such matters. We will encourage students to prepare checklists of requirements specific to the RERA Act so that they are well equipped to handle RERA matters in the future. In relation to merger & acquisition transactions, a due diligence investigation holds special significance because it gives an indication about the well-being and status of a target company. During such investigation, a legal professional has to ensure that she ascertains all material facts and potential liabilities relating to the target entity so as to reach a definitive conclusion and then provide a legal solution/advice to mitigate risks. In our Page 2 of 10 Course, one of our primary focus will to be help students understand the various constituents and chapters of a due diligence report specifically in relation to M&A transactions. In typical real estate transactions, transfer of any immovable property must always be accompanied with adequate and thorough due diligence exercise. A party who acquires any property is entrusted with the task of carrying out due diligence of the property she is acquiring to assess and reduce all future risk. This involves investigation of property records and other details considered to be relevant/related to the sale, purchase, lease, assignment, mortgage or any kind of transfer of interest in the property. Our Course will incorporate elements of real estate title diligence so that students learn about laws and review techniques which become relevant when such a due diligence exercise commences. Questionnaires or requisition documents assume a lot of significance during due diligence exercises. Generally, a questionnaire with respect to a due diligence exercise should seek for specific information regarding key title/incorporation documents, financial records, tax record, history of key transactions, market value, key assets and liability and pending/past legal disputes etc. In our Course, we look forward to having assignments and interactive sessions through which students can learn to prepare specific questionnaires for typical due diligence exercises.