Transaction structures

• Acquisition or sale of shares in an Indian private company.

• Acquisition or sale of a controlling, minority or strategic stake.

• Secondary sale together with a primary investment into the target company.

• Slump sale or transfer of a business undertaking.

• Acquisition or disposal of specified assets, contracts, employees and liabilities.

• Court or tribunal-approved mergers, demergers and capital reorganisations.

• Group restructuring, share swaps and pre-sale reorganisations.

• Management, promoter, founder and investor exits.

• Inbound acquisition of an Indian business by an overseas buyer.

• Indian-law workstreams for an outbound acquisition by an Indian buyer.

Structuring and preliminary documents

At the outset, the legal structure must be aligned with ownership, consideration, financing, foreign investment, tax, regulatory, employee, intellectual property, licence and transition requirements. DB Legal assists with structure notes, confidentiality agreements, exclusivity, term sheets, letters of intent, process letters and initial regulatory analysis.

Legal due diligence

The scope of due diligence is tailored to the target, sector, transaction and risk allocation. The review may cover:​

• Corporate records, ownership, capitalisation and shareholder rights.

• Constitutional documents, board and shareholder approvals and statutory records.

• Material customer, supplier, financing, licensing, technology and other contracts.

• Change-of-control, assignment, exclusivity, termination and consent provisions.

• Employment, consultants, key personnel, employee benefits and stock options.

• Intellectual property, software, data protection and cybersecurity arrangements.

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• Borrowings, guarantees, security interests and financial commitments.

• Licences, sector approvals and material regulatory compliance.

• Real estate, leases and operating locations.

• Disputes, claims, investigations and contingent liabilities.

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• Related-party arrangements and intra-group transactions.

The output may take the form of a red-flag report, a detailed diligence report, an issues list for negotiation, a closing-condition tracker or a targeted review of identified workstreams.

Transaction documents

• Share purchase and share sale agreements.

• Share subscription and investment agreements.

• Business transfer and asset transfer agreements.

• Shareholders' agreements and amended constitutional documents.

• Escrow, holdback and retention arrangements.

• Transition services, supply, licence, employment and other ancillary agreements.

• Disclosure letters and disclosure schedules.

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• Non-compete, non-solicitation, confidentiality and restrictive covenant documents.

• Corporate approvals, closing certificates and completion documents.

Negotiation and risk allocation

DB Legal advises on purchase price mechanisms, completion accounts, locked-box arrangements, deferred consideration, escrow and holdbacks, conditions precedent, representations and warranties, disclosures, indemnities, liability caps, baskets, survival periods, specific indemnities, covenants, material adverse change provisions, termination rights, restrictive covenants and dispute resolution.

Regulatory and closing support

Depending on the transaction, relevant workstreams may include company law, foreign investment and FEMA, competition law, securities regulation, sector approvals, creditor or counterparty consents, employee transfers, stamp duty, tax coordination and tribunal procedures. The Firm identifies the applicable conditions and coordinates with specialist advisers where required.

Signing, closing and post-closing

The Firm prepares signing and closing checklists, manages conditions precedent, reviews third-party consents, coordinates corporate approvals, supports funds-flow and escrow arrangements, prepares closing documents and assists with post-closing filings, integration contracts, governance changes and implementation of continuing obligations.