Mergers & Acquisitions and Private Equity Investments

Mergers & Acquisitions (M&A)

ECA provides expert advice on M&A transactions and helps clients get through the myriad of government rules and regulations. We handle various M&A transactions such as:- (i) Mergers & Amalgamations; (ii) Demergers; (iii) Acquisitions & Divestments of listed and unlisted entities; (iv) Distressed Transactions; and (v) Leveraged Buy-outs; (vi) Restructuring (for listed & unlisted entities), including Capital & Debt restructuring, buy-back of securities & reduction of capital. ECA also practices in Tax laws enabling us to provide clients’ integrated solutions from a legal as well as tax perspective.

More particularly, we assist with the following:-

1. Transaction Structure – We assist with preparing viable transaction structures which are easy to implement while achieving the business objectives keeping in mind the need the minimize legal liabilities and tax losses;
2. Due Diligence – We assist with analysing the legal and financial health of the target entity and highlight the deal impacting issues;
3. Legal Documentation – Drafting, negotiating and reviewing all documents related to the transaction such as Memorandum of Understanding, Share Subscription Agreements, Share Purchase Agreements, Management Buy-In Management Buy-Out Agreements, Memorandums and Articles of Association, Combination Agreements, Asset Purchase Agreements, Joint Venture Agreements etc
4. Investment Related Approvals – We assist with all procedural matters and regulatory compliance required before and after incorporation along with seeking requisite approvals from Foreign Investment Promotion Board, Reserve Bank of India, Registrar of Companies or the Tax Authorities as the case may be.

Private Equity (PE)

ECA lawyers are well experienced with PE transactions across various sectors of the economy and are well versed with various stages of the investment cycle. ECA provides legal advice and assistance in the following areas:-

1. Formation of funds;
2. Structuring of the fund as per offshore or onshore;
3. Drafting offer document for fund raising;
4. Related tax issues;
5. Registration with regulatory authorities;
6. Due diligence and risk analysis of the investee company;
7. Assistance with negotiation from term sheet stage till closing;
8. End-to-end documentation and transaction support; and
9. Liaising with RBI, FIBM and SEBI; and

1. Providing viable exit strategies to promoters and investors either by way of acquisition, merger, public offering (domestic or international) or strategic sale.