M&A Lawyers in Chennai | Due Diligence & Transfers
Companies Act · NCLT schemes

Mergers and acquisitions: the diligence decides the price, the drafting decides the risk

Deals fail in two places: something is discovered after closing that should have surfaced in diligence, or the agreement did not allocate a risk that both sides knew about. Both are avoidable.

Quick answer

Transactions are structured as a share purchase, an asset or business transfer, or a scheme of arrangement requiring NCLT approval, and the choice drives the tax, liability and timeline.

Liabilities travel with shares. They do not always travel with assets.

Choosing the structure

The three routes have very different consequences, and the decision is usually made too early and too casually.

Share purchase. The buyer acquires the company with everything in it: including liabilities, known and unknown. Simpler to execute, riskier to inherit.Asset or business transfer. Defined assets and specified liabilities only. Cleaner for the buyer, but consents, novations and licence transfers make it slower.Scheme of arrangement. A merger or demerger sanctioned by the NCLT. Slower and more formal, but achieves a statutory transfer of everything at once.

What diligence should actually cover

Corporate records and the share capital history: defective allotments and unstamped transfers are more common than buyers expect. Title to material assets and property. Material contracts, particularly change-of-control clauses that a share purchase would trigger. Litigation, actual and threatened. Employment and contract labour exposure. Tax and regulatory compliance. Intellectual property ownership, including whether the code and brand are actually owned by the company rather than by a founder.

Diligence findings do not always kill deals. More often they move to the agreement, as a price adjustment, a specific indemnity, or a condition to be satisfied before closing.

The agreement, and the parts that get litigated

Representations and warranties, and the qualifications attached to them. The indemnity: its cap, its floor, its survival period, and whether it is backed by an escrow. Conditions precedent and who bears the risk if they are not met. Non-compete and non-solicit covenants, which must be reasonable to be enforceable.

Closing mechanics deserve more attention than they usually get. Simultaneous versus deferred closing, how the consideration moves, what happens between signing and closing, and the completion deliverables list: disputes here are common and entirely preventable.

FAQs

M&A: buyers and sellers ask

Do all mergers need NCLT approval?+

Schemes of arrangement do. A straightforward share or asset purchase between private parties generally does not, though sectoral regulatory approvals and competition clearance may apply depending on size and industry.

How long does an acquisition take?+

A modest private share purchase can complete in a few months. An NCLT scheme takes considerably longer because of the statutory process and the notice requirements.

Can the seller be held liable after closing?+

Yes, through the warranties and indemnities, for the period they survive. That survival period, the cap and any escrow are among the most negotiated terms in the agreement.

More on company, IP & recovery
Copyright registration Patent registration POSH complaints DRT debt recovery Consumer court cases Deficiency in service