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One of the earliest structuring questions in an Indian acquisition is also one of the most consequential: should the buyer acquire the company or acquire the business? At first glance, the distinction appears straightforward. In a share acquisition, the buyer acquires the company with its history, assets, contracts, employees and liabilities. In a business or asset acquisition, the buyer identifies what it wants to acquire and, at least contractually, what it proposes to leav

We are pleased to share the September 2026 edition of The DB Legal Monthly, featuring selected legal and regulatory developments relevant to businesses operating, investing and transacting in India. This edition includes an In Focus analysis of the MSMED (Amendment) Act, 2026, along with updates on corporate law reforms, India-entry and foreign investment developments, e-commerce, employment law and a significant Supreme Court decision on arbitration and non-signatories. We h

Shareholder deadlocks can paralyse private companies and joint ventures. Understand deadlock clauses, buyouts, valuation, arbitration and NCLT remedies under Indian law.

Completion of legal due diligence before an Indian M&A transaction is an important safeguard to be put in place before capital or asset changes hands. This guide sets out a practical, India-specific playbook covering corporate, regulatory, tax, commercial, employment and IPR checks, structured around the two critical phases of any transaction: pre-signing and pre-closing. It is written for those who understand corporate transactions but may not be Indian law specialists.

AI Training and Copyright The legal position after the Delhi High Court’s decision in ANI v. OpenAI The Delhi High Court has significantly shifted the Indian copyright debate on AI training. Its July 2026 ruling suggests that storing copyrighted material for LLM training can, in appropriate cases, qualify as fair dealing for “private or personal use, including research”. But the judgment is not a blanket license to ingest protected content: the source material, market impac

To incorporate a private limited company in India, reserve the proposed name through SPICe+ Part A, obtain Digital Signature Certificates (DSCs) for the relevant electronic signatories, apply for Director Identification Numbers (DINs) for eligible proposed directors through SPICe+ Part B, and file the incorporation forms and supporting documents through the Ministry of Corporate Affairs (MCA) portal. On approval, the Registrar issues the Certificate of Incorporation, while PA

Foreign investment into Indian startups is generally straightforward where the business falls within an automatic-route sector and the investment is made through a conventional equity instrument. The complexity arises where the investor structure, the startup’s evolving business model or the commercial terms of the funding round do not fit neatly within that framework. For foreign investors, the relevant question is therefore not simply whether India permits foreign investmen

The Bill proposes material changes to mergers, buy-backs, employee equity, corporate meetings, audit and recurring compliance. The Joint Parliamentary Committee has now recommended important qualifications that businesses should factor into their planning. CURRENT POSITION | Legal position reviewed as of 2 September 2026. The Bill remains pending before Parliament and is not yet law. This article distinguishes the Bill as introduced from the Joint Parliamentary Committee's

Mandatory dematerialisation is no longer only a listed-company concern. For covered private companies, incomplete Rule 9B compliance can prevent a share issue or transfer from closing on schedule. The issue often appears too late A founder signs a term sheet for a fundraise. A shareholder agrees to sell. The parties negotiate valuation, conditions precedent and warranties. Only during closing preparation does someone ask whether the company has obtained an International Secur

Introduction Mergers and acquisitions are exciting opportunities for growth, but the hard work begins after the deal is signed. While combining two companies looks good on paper, the reality of post-merger integration often proves far more challenging than anticipated. Cultural differences, leadership gaps, operational mismatches, and technology hurdles can quickly turn a promising merger into a costly failure. History is full of cautionary tales. The Daimler-Chrysler merger

Press Note 3 of 2026 introduces a welcome but carefully limited change to India’s FDI policy for e-commerce. Until now, a foreign-funded e-commerce company could generally operate only as a marketplace—connecting buyers and sellers without owning the products. Under the new policy, it can purchase and own goods made in India, provided they are sold exclusively to customers outside India. The restriction on foreign-funded inventory-based sales to Indian consumers remains uncha

The 2025 ruling by SIAC in the Tata Power vs. Kleros Capital Partners dispute serves as a powerful reminder of the enforceability and commercial weight of confidentiality and non-circumvention clauses in Non-Disclosure Agreement (NDA). In this case, reportedly stemming from alleged breaches of a NDA related to a proposed coal mining project in Russia, the tribunal awarded over USD 490 million in damages to Kleros Capital (including interest and legal costs). The takeaway? Con