Public M&A / PE is arguably the most nuanced field of deal-making in India, considering the myriad legislations and constantly evolving corporate governance practices. Over the last decade, India’s public markets have successfully attracted some of the largest financial and strategic investors, both domestic and foreign. While the legal framework and the regulators are constantly evolving, deal-making must continue to factor in several regulatory hurdles and practice specific risks.

Our USP is the ability to handhold our clients through every single aspect of a public M&A transaction – beginning from strategy, risk analysis, deal structuring, regulatory consultation, deal implementation, corporate governance advice, press handling, proxy / activist management and regulatory litigation. By design, we focus on high-stakes strategic public transactions where we can bring our legal creativity to the fore and effectively act as holistic transaction managers to our clients. We take pride in our innovative approach to problem-solving. The securities regulator often follows an intent-based approach in implementing the law and therefore, it is important to have a sound understanding of the written as well as the unwritten laws that regulate capital markets. Our advice is therefore carefully risk calibrated keeping in mind market practices while trying to uphold the spirit of the law governing the listed space.

We also draw upon our securities law expertise to advise our clients on ancillary issues arising from their activities in the listed space, including compliance with the strict corporate governance regime implemented by regulators, stewardship principles, material disclosures, legally permitted insider communications and dealings, promoter reclassifications, compensation policies, related party transactions, activist shareholder demands, and so on. On multiple occasions, we have also represented our clients on contentious matters before the SEBI, SAT and other fora.

The team has advised on some of the largest and most complex public M&A / PE transactions, including Cintra’s investment into IRB (~USD 420 mn), Carlyle’s acquisition of SeQuent Scientific (USD 230 mn), GIC Singapore’s PIPE investments into HDFC (USD 1 bn), Godrej Properties (USD 110 mn), Prestige Properties (USD 80 mn). We have experience in representing investors as well as listed companies and their promoters.

Below is an indicative list to demonstrate the range of matters that our team advises on:

• Tender offer of listed companies, including pricing, governance and implementation strategy
• PIPE deals / equity investments into listed companies
• Mergers, demergers and other schemes of arrangement involving listed companies, including coordination with and appearances before SEBI, stock exchanges and NCLT
• Execution of secondary deals (including bulk and block deals) on and off the floor of stock exchanges
• Delisting and take-private transactions
• Issuance of ESOPs and implementation of share-based employee benefits by listed companies
• Management profit-sharing schemes and associated approvals / strategy
• Promoter obligations under SEBI regulations, including promoter reclassification
• Compliance with SEBI’s corporate governance regime on matters impacting listed companies and their stakeholders
• Compliance with insider trading regulations, and regulations governing disclosures to be made by listed companies / their shareholders
• Investments by FPIs and compliance with FPI rules on aggregation and KYC requirements

Stakeholder governance has occupied centre-stage in the context of complex corporate transactions in the public M&A sphere. Board responsibility is assuming greater significance especially when questions regarding true value realization, internal control systems and risk management are involved. Post-COVID, activist investors and proxy advisors have also demanded corporations to demonstrate their commitment to the environment and sustainable development through a clear and implementable work plan.

We have worked with strategic and financial clients on a wide range of issues related to stakeholder governance and stewardship. Our holistic understanding of the public markets’ regulatory framework (including the ‘unwritten’ laws and customary practices) coupled with our extensive experience in transaction-related governance issues allows us to provide innovative, practical and risk-calibrated advice to our clients on governance related issues. We formulate discreet strategies to elicit and take into consideration the views of material stakeholders before finalizing our approach on any key issue. We also have extensive experience in devising and implementing forward-looking risk management strategies, drafting governance and control policies, and planning critical steps to minimizing value leakages.

Our stakeholder governance and stewardship services include:

• Advising boards of Indian companies on the governance-related risks and key considerations related to complex fundraising
• Advising on best practices and value leakage issues regarding related party transactions
• Advising on press strategy, activist management and investor reach-out steps in large corporate transactions
• Advising boards on examining management incentive structures and profit sharing plans between key shareholders and the management
• Advising asset managers and large institutional investors on their interactions with the boards, and rights and responsibilities as shareholders of publicly listed companies
• Advising on forward looking-risk management, including identification of insurance limits, increase of employee benefit, and review of cyber-security and information security systems
• Documentation and review of governance and control policies