R M   L E G A L

M&A and Transactions

RM Legal advises promoters, businesses and investors on acquisitions, investments, mergers and restructuring. We act on structuring, due diligence, transaction documents, regulatory approvals and completion, and work alongside the client's tax and financial advisers.

What We Do

Our work includes:

  • Share purchases and acquisitions of controlling or minority stakes
  • Investments by angel investors, funds and strategic investors
  • Business transfers and slump sales
  • Mergers, amalgamations and demergers, including fast-track mergers
  • Joint ventures and collaborations
  • Legal due diligence, for buyers and investors, and preparation for sellers
  • Share purchase, subscription, shareholders' and business transfer agreements
  • Completion, filings and post-closing integration

Choosing the Structure

  • Share purchase: the buyer acquires the company with all its assets and liabilities, including historical ones. Due diligence and warranties are therefore critical.
  • Business transfer or slump sale: the buyer acquires a business undertaking as a going concern, and can leave behind liabilities that are not transferred, subject to the terms and the law.
  • Merger or demerger: companies combine, or a business is separated into another company, through a scheme approved by the Tribunal or, where eligible, under the fast-track route.
  • Investment: new shares are issued to an investor, usually with a shareholders' agreement governing rights and exits.

Due Diligence

Legal due diligence reviews the target's corporate records, title to shares and assets, material contracts, licences, litigation, employment, intellectual property and regulatory compliance. The findings shape the price, the warranties and indemnities, and the conditions to be met before completion.

Fast-Track Mergers

Since September 2025, the simpler fast-track route under section 233 of the Companies Act, 2013 has been available to more companies, including unlisted companies with borrowings of up to ₹200 crore and no defaults, and holding companies merging with subsidiaries that are not wholly owned. Fast-track schemes are approved by the Regional Director, instead of going through the full Tribunal process, which generally makes them quicker.

Regulatory Approvals

  • Competition law: larger transactions that cross the asset, turnover or deal value thresholds (including a deal value of more than ₹2,000 crore with substantial business operations in India) need prior approval from the Competition Commission of India.
  • Foreign investment: investments by or transfers to non-residents must comply with FEMA rules, including sectoral conditions and pricing guidelines.
  • Stamp duty: share transfers, business transfers and schemes attract stamp duty, which affects the choice of structure.

Frequently Asked Questions

What is the difference between a share purchase and a business transfer?
In a share purchase, the buyer acquires the company with its entire history. In a business transfer, it acquires selected assets and liabilities of a business, which can limit exposure to historical issues.

How long does a merger take?
A merger through the Tribunal commonly takes several months or longer. Eligible companies can use the fast-track route, which is generally quicker.

Do we need due diligence for a small acquisition?
Yes. Even a limited review of corporate records, title, key contracts and litigation can identify problems that change the price or the deal.

What are warranties and indemnities?
Warranties are statements by the seller about the business. Indemnities make the seller responsible for specified losses, such as pre-completion tax demands. Together, they allocate the risk of unknown problems.

Does our deal need CCI approval?
Only if the parties or the deal cross the prescribed thresholds and no exemption applies. Most small and mid-sized private transactions do not require approval.

What should a shareholders' agreement cover?
Board rights, reserved matters requiring investor consent, transfer restrictions, rights of first refusal, tag-along and drag-along rights, anti-dilution protection and exit.

Reviewed by Richa M. Goyal, Managing Partner. Last reviewed: October 2026.

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