Public Equity

Public equity

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. 

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We regularly write on Fund Formation, PE, PIPE and M&A, Structured Finance, Fund Litigation, Governance and Stewardship. Stay tuned.