Under Indian corporate laws, companies that are registered as public limited companies can have their equity securities listed (and traded) on stock markets in India. Its worth noting that it is not mandatory for a public limited company list its equity securities on an Indian stock exchange and a public limited company can remain unlisted during its life cycle. This guide discusses certain noteworthy points that should be considered when contemplating an acquisition (whether of a stake or on the entire shareholding) of a public limited company whose equity securities are listed on an Indian stock exchange (“Listed Company”) as compared with an acquisition of either a private limited company or a public limited company whose equity securities are not listed on an Indian stock exchange (“Unlisted Company”).
The Indian securities market regulator is the Securities Exchange Board of India (“SEBI”) with SEBI instituting and regulating a detailed framework applicable to acquisition involving a target Listed Company.
SEBI regulates such transactions primarily through the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended (“Takeover Code”), which imposes disclosure obligations, open offer requirements, and strict timelines that would become applicable when an acquirer crosses specified shareholding thresholds in a Listed Company or seeks control of a Listed Company. In addition to the provisions of the Takeover Code, some of the other principal regulations that would become applicable to the merger and acquisition of Listed Companies would include the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended (“Insider Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“LODR”), and, where applicable, the Companies Act, 2013 as amended (“CA 2013”), particularly in schemes of arrangement. Depending on certain prescribed factors/thresholds including deal value, the size of the purchaser and seller business groups involved, at times it would be necessary to also seek the prior approval of the Competition Commission of India (which is the Indian competition regulator) under the Competition Act, 2002 (“Competition Act”) for any acquisitions of target Listed Companies. In addition, under Indian exchange control regulations, a separate regulatory framework is prescribed for an acquisition of a Listed Company by an acquirer which is not resident in India including specifying the manner in which any minimum price is to be calculated for any acquisition or divestment of the applicable equity securities.
Key requirements for acquisitions of/in Listed Companies include mandatory disclosures to the applicable stock exchanges on which the concerned equity securities are listed/to be listed as well as to SEBI via prescribed public announcements as well as the submission of a detailed letter of offer. These must disclose the proposed acquirer’s identity, key transaction terms, offer price, funding arrangements, and intentions for the target Listed Company. A public statement and a draft letter of offer—filed through an appointed offer manager—must also provide comprehensive information on the potential acquirer, target, financials, and deal structure. Depending on the proposed size of the stake to be acquired in the Listed Company in question, it may be necessary to undertake a mandatory de-listing of the Listed Company’s equity securities from the concerned stock exchanges under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (‘Delisting Regulations”) in the event the proposed stake to be acquired would have the effect of reducing the public shareholding in the Listed Company beyond prescribed minimum thresholds.
Acquisitions of Unlisted Companies are largely governed by the provisions of the CA 2013, the Indian Contract Act 1872 (“Contract Act”), and the Competition Act with no requirement for public disclosure or compliance with the regulations mandated by SEBI. Acquisitions of Unlisted Companies are typically conducted through non-public negotiations, offering greater flexibility in how the deal is structured, how due diligence is carried out, and how terms like representations, warranties, and indemnities are negotiated with such acquisitions being typically subject to less regulatory oversight and fewer disclosure obligations compared to Listed Company acquisitions.
Typically, M&A deals in India involve the following documentation:
In public acquisitions, in addition to the above list, the documentation would include public announcement for an offer to acquire shares from the public (which is made immediately upon triggering an open offer obligation), a detailed public statement (which contains material information about the acquirer, the target company, the terms of the offer, and funding arrangements), a draft letter of offer to be filed by the acquirer with SEBI for its comments and subsequently the final letter of offer to the shareholders. Additional documentation may include filings with stock exchanges as well as necessary applications/filings under the Delisting Regulations for delisting of the target Listed Company’s equity securities from any stock exchanges that they may be listed on if the percentage of public shareholding after completion of the open offer process, would fall below certain prescribed thresholds.
Under Indian law, the nature and extent of disclosure of material facts vary significantly between transactions with target Listed Companies and where the target is an Unlisted Company.
In an acquisition involving a target Listed Company, any proposed acquirer must disclose all material facts in a detailed public statement and letter of offer, including the identity and background of the proposed acquirer and any persons acting in concert with the proposed acquirer for the transaction in question, the number and percentage of shares proposed to be acquired, the offer price and its justification, the funding arrangement for the offer, and the acquirer’s plans regarding the target Listed Company’s operations, management, and future listing status. Any ongoing litigation, regulatory approvals required, or potential conflicts of interest must also be disclosed. When a target Listed Company is disclosing any information to a potential acquirer, care must be taken to ensure that such information would not be classified as being unpublished price sensitive information under the Insider Regulations otherwise such an acquirer could be deemed to have undertaken the acquisition as an ‘insider’ in contravention the Insider Regulations.
In an acquisition involving an Unlisted Company, any disclosure of material facts is primarily contractual and not governed by a uniform statutory disclosure regime. Such disclosure is typically made during the due diligence process conducted by an acquirer prior to its acquisition and would cover such areas/subjects that would be of particular concern to the acquirer. There are no corresponding restrictions on an acquirer using unpublished price sensitive information for an acquisition with an Unlisted Company.
Under Indian law, a mandatory tender offer, or open offer by an acquirer, is applicable in cases of acquisitions involving a target Listed Company which and is triggered by the acquirer in the following scenarios:
The process of the mandatory tender offer begins with a public announcement, followed by a detailed public statement within 5 (five) working days, and the submission of a draft letter of offer to SEBI. After SEBI’s review, the final letter of offer is circulated to the shareholders, who are given a specified tendering period to sell their shares at the offer price.
Upon the successful conclusion of the offer period and fulfilment of all conditions precedent, the acquirer completes the acquisition of the tendered shares and effects payment to the tendering shareholders. Failure to comply with the Takeover Code can lead to serious consequences, including regulatory action by SEBI and the possibility of civil or criminal liabilities.
If an open offer results in a breach of the minimum public shareholding requirement under SEBI regulations, the acquirer must restore compliance within the prescribed timeline. Failure to do so may result in regulatory action, including potential compulsory delisting by the stock exchanges under SEBI’s delisting and listing regulations.
It’s not unusual for M&A transactions in India to include a post-closing adjustment mechanism to reconcile differences between estimated pre-closing figures and the actual financial position as of the closing date, typically to account for variations in working capital, cash, debt, or other key financial metrics. Typically for this purpose, the transacting parties would pre-agree a minimum estimated closing date balance sheet with a verification of the actual numbers (as of the closing date) being undertaken in a timely manner post-closing of the transaction. However as India is an exchange control economy without full convertibility of the Indian Rupee, where any such adjustments require a resident to make payments to a non-resident or vice versa, then there would be limits in the amount of adjustment to the purchase consideration that can be made and it would be necessary for the deal teams to ensure suitable structures that comply with Indian exchange control requirements are built into the transaction documents to facilitate these adjustments.
Apart from cash consideration, some transactions also use share swaps, earn-outs, or other contingent payment structures to facilitate the deal, depending on the nature of the transaction and the strategic objectives of the parties involved.
Earn-out structures are commonly used in transactions to support the smooth transition and continued growth of the target company’s business. Typically, a portion of the purchase consideration, or a pre-agreed amount, is linked to the achievement of specified future performance milestones. Where such payments are to be made by a non-resident to a resident, the transaction documents are structured to ensure compliance with Indian foreign exchange control regulations.
Whilst locked box structures are not very common in Indian M&A transactions, they are used in some private equity transactions.
It’s important to note that in cross-border transactions involving a resident and a non-resident, pricing is subject to regulatory restrictions. In the case of Unlisted Companies, any acquisition by a non-resident acquirer (whether on a primary or secondary basis) cannot at a price lower than the fair market value of the Unlisted Company’s equity securities, as determined in accordance with applicable valuation norms. For Listed Companies, the pricing must comply with the Takeover Code and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, which prescribe the methodology for determining the offer price.
In cross-border M&A transactions as well as domestic M&A transactions, it may be necessary to obtain certain prescribed regulatory approvals as conditions precedent to such transactions depending on the nature, structure, and sector of the transaction. Below is a summary of key regulatory regimes and their corresponding requirements:
Competition Commission of India (“CCI”)
Under the Competition Act, unless otherwise exempted, transactions that meet certain prescribed thresholds require prior CCI approval. For instance, where the combined assets of the acquirer and the target company in India exceed INR 20 billion, or their turnover exceeds INR 75 billion, prior CCI clearance is mandatory. Alternatively, at the group level, if the combined assets exceed INR 100 billion or turnover exceeds INR 300 billion, approval of the CCI would be required. The thresholds are also subject to global asset and turnover tests as well.
Foreign Direct Investment (“FDI”) – NDI Rules, DPIIT and FEMA Framework
The Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, as amended from time to time (“NDI Rules”) under the Foreign Exchange Management Act, 1999 (including the rules and regulations issued thereunder), along with the sector-specific guidelines issued by the Department for Promotion of Industry and Internal Trade (“DPIIT”) govern FDI in India.
Key considerations include:
Prohibited Sectors: There are certain sectors where FDI is completely prohibited like lottery business, gambling and betting including casinos, chit funds, Nidhi company, trading in transferable development rights and real estate business or construction of farm houses, manufacturing of cigars or tobacco.
Automatic versus Government Route:
Automatic Route – Under the automatic route, FDI does not require prior government approval.
Government Route – FDI in sectors falling under the government route, however, require prior government approval (either for any investment or for investment beyond a sectoral cap).
Geographic restrictions: Investments (irrespective of sector) made by an entity of a country that shares a land border with India, i.e., Bangladesh, China (including Hong Kong), Pakistan, Nepal, Myanmar, Bhutan and Afghanistan require the prior approval of the Government of India. This requirement also extends to situations where the beneficial owner of the investing entity is situated in, or is a citizen of, any such country.
Securities Law and Corporate Law Compliance – In transactions with a target Listed Company, if the proposed acquisition would trigger the requirement of an open offer under the Takeover Code, compliance with open offer requirements and SEBI approval is mandatory. Additionally, stock exchange and NCLT approval is required in cases involving schemes of arrangement under the CA 2013.
Tax Clearance – Under Section 281 of the Indian Income Tax Act, 1961 (as amended from time to time), a seller is required to obtain the no-objection clearance from the Indian Income Tax authorities for sale or disposal of specified assets if there are ongoing tax proceedings or pending claims/demands against the seller (“Tax Clearance”). In case the prior Tax Clearance is not obtained, the transaction may be regarded as ‘void’ with regard to any claim which the Indian Income Tax authorities may have against the seller.
Sector Specific Regulatory Approvals – Certain sectors also have specific requirements emanating from the laws by which they are bound. For instance, in the banking sector, prior approval from the Reserve Bank of India (“RBI”) is required for acquisition of control, directly or indirectly. Additionally, in insurance companies, any transfer or issuance of shares exceeding 5% (five percent) of the paid-up capital or a change in control necessitates prior approval from the Insurance Regulatory and Development Authority of India.
In Indian M&A transactions, common contractual provisions such as ‘Material Adverse Change’ (“MAC”) clauses play a critical role in allocating risk and providing exit mechanisms. A MAC clause allows the acquirer to withdraw or renegotiate the deal if there is a significant deterioration in the target’s business, financial condition, or prospects between signing and closing. While Indian courts have not developed extensive jurisprudence specifically on MAC clauses, these provisions are typically drafted narrowly to define the scope and thresholds of what constitutes a material adverse event, ensuring clarity and minimizing disputes.
Break-up fees are not typically included in Indian transactions. However, where they are included, such provisions are typically drafted to be reasonable and proportionate to the loss incurred, to ensure they are enforceable and not construed as penal in nature or as a restraint of trade. A recent public example of such break-up fees/termination fees is the failed merger between Zee Entertainment Enterprises and Sony Group Corp., where the merger agreement reportedly included a $100 million break fee payable by Zee. After the deal collapsed due to regulatory and governance concerns, Sony sought to enforce the fees, though the matter was eventually resolved through a settlement. This example shows that while Indian law recognizes break fees, their enforceability ultimately depends on their fairness, commercial justification, and compliance with legal and regulatory norms, especially in cross-border deals.
Knowledge qualifiers are not defined under Indian statutes but are commonly negotiated in M&A transactions. The scope and nature of the qualifier (actual, constructive, or imputed knowledge) depends on the outcome of commercial negotiations between the parties. Typically, a target company/sellers would aim to limit their liability by using knowledge qualifiers, which would make them liable only for breaches of representations and warranties if they had actual knowledge of the inaccuracy, or if they would have been aware had they conducted a specified level of diligence. An acquirer would conversely prefer broad, unqualified representations to ensure greater protection.
The Contract Act does not explicitly define “knowledge” for contractual qualifiers in M&A. However, courts generally interpret knowledge in a practical sense, often considering whether a party ought to have known based on their position, access to information, and the nature of their business. While some contractual definitions might attempt to define knowledge (e.g., “the actual knowledge of specific individuals after reasonable inquiry”), the enforceability and interpretation of such definitions would ultimately be subject to judicial scrutiny based on the facts and circumstances of each case.
However for certain offences committed by companies under the CA 2013, individuals classified as ‘officer-in-default’ are automatically deemed liable. ‘Officer-in-default’ includes whole-time directors, key managerial personnel, persons charged with specific responsibilities, any director who has knowledge of the contravention and persons with whose advice, directions or instructions the board of directors is accustomed to act.
Indian law does not provide a statutory definition of materiality for contractual purposes in M&A. However, the concept of materiality is generally interpreted by Indian courts based on common law principles and the specific context of the contract. Generally, an event or fact is considered material if it could reasonably be expected to have a significant impact on the financial condition, assets, liabilities, operations, or prospects of the target company, or if it would significantly affect a buyer’s decision to proceed with the transaction or the price they are willing to pay.
Sellers typically push for materiality qualifiers to limit liability and avoid claims for minor or inconsequential breaches that do not meaningfully affect the business. Acquirers, on the other hand, often seek to minimise or remove such qualifiers to preserve their ability to bring claims for all breaches, regardless of scale, given that even seemingly minor issues can have a cumulative impact.
Indian M&A transaction documents typically provide for bring-down of representations and warranties. The representations and warranties made by the seller at the time of signing are reaffirmed or brought down at the time of closing the transaction. If a factual position has changed since the signing date, the sellers generally provide for such changes by way of an updated disclosure letter, which disclosures typically are stipulated as having to be acceptable to the acquirer with the acquirer retaining a walk away right in the event the disclosures are not acceptable to the acquirer.
Sandbagging provisions are generally included in Indian M&A transaction documents. Pro-sandbagging clauses—allowing acquirers to bring claims even if they were aware of a breach before closing—are more common, as acquirers typically seek protection regardless of what emerges during due diligence. However, the enforceability of such provisions ultimately depends on the specific contract language and may be assessed by Indian courts based on principles of fairness and contractual intent.
The Contract Act and other relevant statutes do not explicitly define or directly address sandbagging or anti-sandbagging provisions. The enforceability of such provisions is largely dependent on contractual terms and judicial interpretation.
Indian courts generally uphold the principle of freedom of contract, and are likely to enforce sandbagging or anti-sandbagging provisions where expressly contractually agreed between parties. While Section 19 of the Contract Act addresses misrepresentation and requires an element of inducement, potentially implying a duty of ordinary diligence, courts have upheld contractual terms negotiated between sophisticated commercial parties. Although direct jurisprudence on sandbagging clauses in M&A in India is limited, courts have indicated that a buyer’s reliance on contractual representations is not automatically negated by the fact that due diligence was conducted.
Guarantees are not usual for M&A transactions in India. In some M&A deals, escrow arrangements are employed, where a portion of the purchase price is held in escrow for a defined period to cover potential indemnity claims. Indian exchange control regulations limit the maximum amount of purchase consideration that can be placed into escrow as well as the maximum duration of such an escrow mechanism.
Under Indian law, indemnification for breach of representations and warranties in M&A transactions is primarily governed by the principles of contract law, particularly Section 124 of the Contract Act, which defines a ‘contract of indemnity’. While the definition of indemnity is narrower than English common law, Indian courts generally interpret such clauses liberally to give effect to the commercial intent of the parties. Indemnity for breach of representations and warranties typically allows the acquirer to claim compensation for losses incurred due to any inaccuracy or falsity of the seller’s statements or guarantees about the target business. Such clauses are heavily negotiated, covering aspects like monetary caps, de minimis thresholds, basket amounts, and survival periods, distinguishing them from ordinary claims for damages under Section 73 of the Contract Act by potentially covering remote and indirect losses and, crucially, allowing claims upon accrual of liability rather than requiring actual suffering of loss.
The ‘my watch, your watch’ concept, while more common in common law jurisdictions, refers to the allocation of responsibility for handling claims that arise post-acquisition, particularly those initiated by third parties. In the Indian context, M&A agreements often include provisions that clarify whether the acquirer (as the new owner of the target) or the seller retains responsibility for defending and paying for specific liabilities or claims. This typically manifests as direct indemnities where the seller indemnifies the acquirer for specific, identified pre-closing liabilities (for example, historical tax claims, litigation) or for any breach of representations and warranties, where the acquirer’s internal loss (for example, diminution in value) is covered. While not explicitly codified as ‘my watch, your watch’, the comprehensive drafting of indemnity clauses, including provisions for third-party claims, control of defence, and notification procedures, implicitly addresses this division of responsibility, ensuring that liabilities arising from the seller’s pre-closing conduct or factual inaccuracies are ultimately borne by the seller, even if initially asserted against the acquired entity.
Warranty & Indemnity (W&I) insurance has recently started gaining traction in India. However, its use remains relatively limited and is not yet a standard market practice across M&A transactions. It is most commonly seen in deals involving private equity exits, where the seller seeks a clean break and buyers look for protection against unknown risks without prolonged indemnity claims.
Indemnification provisions are generally the most negotiated provisions in Indian M&A transaction documents as they are the mode through which parties manage post-closing risk. Common limitations include indemnity caps (often tied to the purchase price), with higher or uncapped liability for breaches of fundamental or tax warranties. De minimis thresholds (typically ~0.1% of deal value) and basket thresholds (~1% of the deal value) are standard to filter minor claims.
Time-based restrictions are also market practice—12 to 36 months for business warranties, and usually between 24 months upto the applicable statutory prescribed period of limitation for tax warranties, and typically no limitation for fundamental warranties. These clauses are generally enforceable under the Contract Act, provided they are clearly drafted and not contrary to public policy. Courts have recognised the legitimacy of such negotiated risk allocation between commercial parties.
Robust indemnity provisions in M&A documentations assist in streamlining claim processes, reduce nuisance claims and provide commercially reasonable safeguards.
In Indian M&A transactions, certain categories of liabilities are commonly scrutinised and allocated through representations, warranties, and indemnities, with corresponding limitation periods governed by statute. Under the Income-Tax Act, 1961, the limitation period for issuing a notice under Section 149 is 3 years from the end of the relevant assessment year. However, this period is extended to 10 years if the escaped income exceeds INR 5 million and is represented in assets, as defined under Section 149(1)(b) of the Income Tax Act 1961.
For contractual claims, including breach of representations and warranties, the applicable statute of limitation under the Limitation Act, 1963 is 3 years from the date of the breach or discovery of the breach, unless otherwise contractually extended (though courts typically uphold only reasonable extensions). Whereas, labour and employment liabilities, such as unpaid gratuity, claims are generally required to be filed within 90 (ninety) days of becoming payable (extendable at the discretion of the authority). For certain labour and employment liabilities, the liability may also result in payment of fines and/or imprisonment or both, depending on the severity of the claim.
Environmental liabilities under the Environment (Protection) Act, 1986, Water (Prevention and Control of Pollution) Act, 1974, and Air (Prevention and Control of Pollution) Act, 1981, can result in both civil and criminal penalties. While these statutes often do not specify explicit limitation periods for prosecution, courts have held that complaints must generally be filed within 6 (six) months of the knowledge of the offence, unless continuing in nature, in which case the limitation may may be suspended until the offence ceases.
Under Indian law, parties to a contract are generally free to choose a foreign governing law and foreign dispute resolution forum, including foreign courts or arbitral institutions, particularly in cross-border transactions. This principle of party autonomy is recognised under Indian private international law, subject to the qualification that the chosen law must not be contrary to Indian public policy. Indian courts have upheld such choices in commercial contracts, provided there is a real and substantial connection to the foreign jurisdiction.
However, where one or both parties are Indian and the contract is performed substantially in India, Indian regulatory authorities or courts may assert jurisdiction in certain matters, particularly involving matters involving corporate governance of Indian companies, real estate property situated in India, or statutory rights and obligations governed by Indian laws. Moreover, while Indian courts may recognise and enforce foreign judgments under Sections 13 and 44A of the Code of Civil Procedure, 1908, enforcement is only available if the judgment is from a notified reciprocating territory and meets specific criteria, such as being on merits, final and conclusive, and not violative of Indian public policy. Judgments from non-reciprocating territories require fresh suits in Indian courts, with foreign judgments serving as evidence. Diplomatic reciprocity and bilateral treaties often facilitate enforcement, but Indian courts retain oversight to ensure justice and compliance with Indian legal standards.
Thus, while Indian law permits the application of foreign law and submission to foreign courts or arbitral tribunals, enforceability in India remains subject to compliance with Indian statutory provisions and the public policy exception. This balanced approach upholds party autonomy in cross-border transactions while protecting Indian legal principles and public policy considerations.
Under Indian law, parties are free to choose between litigation before courts and arbitration for dispute resolution, subject to the nature of the dispute and any statutory bar. The primary statute governing arbitration would be the Arbitration and Conciliation Act, 1996 (“Arbitration Act”) which is modelled on model UNCITRAL arbitration rules, offers confidentiality, procedural flexibility, and party autonomy in selecting arbitrators and seat of arbitration. There is however a growing trend of transacting parties stipulating that any arbitration proceedings be conducted by way of arbitration either under foreign institutional arbitration frameworks (popular choices include arbitration conducted under the Singapore International Arbitration Centre or under the International Court of Arbitration) or under Indian institutional arbitration frameworks (popular choices include arbitration under the Mumbai Centre For International Arbitration or the Delhi International Arbitration Centre).
Arbitration is usually considered to be a quicker and more efficient dispute resolution mechanism in India compared to traditional court proceedings where the time taken to resolve disputes can often exceed 12 to 15 years. It is often preferred in commercial transactions, especially cross-border deals. However, arbitration can be costly and, in complex cases, may take longer than anticipated. Additionally, while arbitral awards are binding, parties seeking to enforce foreign arbitral awards must still approach an Indian court for recognition and enforcement.
Indian courts, while constitutionally empowered and well-suited for statutory and public law disputes, are often impacted by procedural delays and case backlog. Nonetheless, they remain the appropriate form for matters involving injunctive relief, shareholder oppression, or enforcement of certain statutory rights. Additionally, recent reforms, including the Commercial Courts Act, 2015, have contributed to greater efficiency in resolving high-value commercial disputes.
Given the time and cost considerations involved in both forums, a tiered dispute resolution clause is often included in Indian M&A deals. Parties agree to attempt amicable resolution of any dispute through mutual discussions within a fixed period, for example, between 15 (fifteen) to 30 (thirty) days, followed by formal negotiation or mediation. If unresolved, the dispute is then referred to arbitration as the primary adjudicatory mechanism. Litigation may be reserved only for limited scenarios, such as enforcement of arbitral awards or where emergency interim relief is required. Such a multi-tiered framework allows for efficient, commercially sensible resolution while preserving recourse to formal remedies when needed.
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