Most transactions do not fail on price. They fail on something nobody checked, or an approval nobody scheduled
A transaction is a sequence of decisions taken under time pressure with incomplete information, and the ones that go wrong usually went wrong early. The structure was chosen for tax and created a regulatory problem. Diligence found something in week six that should have been found in week one. An approval nobody had put on the timetable added four months. We work on the parts of a deal that are decided before the negotiation gets interesting.
- Buy side and sell side, diligence, structuring, fundraising, restructuring and exits, for India-based mid-market companies and for buyers coming into India.
- Every regulatory and tax position on these pages carries a source and a date, and every one of them was reviewed by a qualified professional before publication. Where a position is correct only as at a date, the page says which date.
- We say plainly which parts of a deal we can do and which require a separate signed professional opinion, because that boundary is where liability actually sits.
Seven strands of work, and the order they usually arrive in
Deal structure and approvals
Share purchase, asset purchase, slump sale, scheme of arrangement or fast-track merger, chosen against tax, regulatory and timetable consequences rather than against a preference.
Financial and tax due diligence
Quality of earnings, normalised working capital, debt and debt-like items, tax exposures and contingent liabilities, with findings expressed in the language of price and indemnity rather than as a list.
Acquisition support
Target identification and evaluation, financial analysis, structuring, diligence coordination and support through negotiation to completion.
Disposal and exit support
Preparing a business to be sold, vendor diligence, information preparation, running a process, and managing the gap between an indicative price and a completion account.
Fundraising and capital advisory
Equity from private and institutional investors, debt financing including external commercial borrowing, and preparation for public markets.
Restructuring and distressed situations
Resolution outside insolvency, transactions under the insolvency framework, operational restructuring, carve-outs and divestitures.
Post-merger integration
The hundred days after completion, which is where most of the value in an acquisition is either realised or lost, planned before signing rather than after closing.
Joint ventures and alliances
Structuring the vehicle, the governance and the deadlock provisions, and the regulatory position where one party is not resident in India.
Five guides, in deal order
If you are at the start of a process, read the first guide before the others. The structuring decision constrains everything that follows and is the hardest to reverse.
Preparing for a Transaction: Structures and Approvals
The structuring choice made before anything else, and the approval map that follows from it. Share purchase, asset purchase, slump sale, scheme of arrangement and the fast-track route that got considerably wider in 2025.
Financial and Tax Due Diligence
Quality of earnings, normalised working capital, debt and debt-like items, and the tax exposures a buyer inherits. What a diligence report is, what it is not, and how findings move price and paper.
Buy Side and Sell Side Execution
Running the process: information, term sheet, definitive agreements, warranties and indemnities, conditions precedent, completion mechanics and the integration that starts on day one rather than after it.
Fundraising: Equity, Debt and Capital Markets
Private rounds, the rewritten external commercial borrowing framework, and what changes when the route is public markets, including the tightened small and medium enterprise listing regime.
Restructuring, Distressed Deals and Exits
Resolution outside insolvency under the Reserve Bank's 2025 directions, transactions under an extensively amended Insolvency and Bankruptcy Code, carve-outs, and the exit routes with their current tax treatment.
Six steps, with the approval map built early rather than discovered late
Understand the transaction
What is being bought or sold, by whom, why, and what the parties actually need out of it. Objectives that are not stated at this point tend to surface as a renegotiation later.
Structure and map approvals
The structuring options with their tax and regulatory consequences, and a timetable that includes every approval each option requires. An approval discovered in month three is a delay; one identified in week one is a plan.
Diligence
Scoped to what could change the price or the decision, not to everything that could be examined. A diligence exercise with no scope limitation produces a long report and a late deal.
Negotiate
Findings converted into price adjustments, indemnities, conditions precedent or walk-away points, and support through the negotiation of the definitive agreements.
Complete
Conditions precedent tracked to satisfaction, closing mechanics, completion accounts or the locked box position, and the filings that follow completion within their statutory deadlines.
Integrate
The first hundred days, planned before signing. Systems, people, reporting and the specific synergies that justified the price, each with an owner and a date.
Where our work stops
We are not the legal adviser on the transaction. Drafting and negotiating the share purchase agreement, the shareholders agreement and the scheme documentation is legal work and belongs with counsel. We work alongside them on the commercial and financial substance those documents have to carry.
A due diligence report is not an audit. It is a specific-purpose exercise on agreed scope, and it does not carry the assurance an audit opinion carries. We say so in the report, in terms, because the distinction is legally significant and is regularly blurred.
A valuation used inside a transaction and a valuation report relied on for a statutory purpose are different deliverables with different signing requirements. We cover that on our valuation pages rather than blurring the two here.
Questions we are asked before an engagement starts
How early should we bring you in?
Before the structure is settled, which is usually earlier than people expect. Once a term sheet describes a share purchase, moving to an asset purchase or a slump sale is a renegotiation rather than a refinement.
Can you act for both sides?
No. We act for one party on a transaction. Vendor due diligence commissioned by a seller and made available to bidders is a different arrangement and is disclosed as such.
How long does diligence take?
For a mid-market Indian target with reasonable records, three to five weeks from a populated data room. The variable is almost always the completeness of the data room, not the size of the target.
Do you work on inbound deals?
Yes. Where the buyer is not resident in India the exchange control position shapes the structure from the start, and our India entry pages cover the establishment questions that sit alongside it.
Send an enquiry
Tell us what the transaction is, which side you are on, and where you are in the timetable. If you are pre-term-sheet, that is the most useful point at which to have the structuring conversation.
This page is general information, not professional advice. Transaction law and transaction tax in India both moved substantially between September 2025 and April 2026. The fast-track merger route was widened, the external commercial borrowing framework was rewritten, the Reserve Bank replaced its stressed asset framework, the Insolvency and Bankruptcy Code was amended extensively, and the taxation of a share buyback changed for the second time in eighteen months. Every position on these pages was reviewed by a qualified professional in September 2026 and carries the date it was confirmed. Take professional advice before acting on anything on this page. We are happy to be that adviser, but we do not act on a web page, ours or anyone else's, without one.