Mergers and Acquisitions (M & A) |
Mergers and Acquisitions are happening every day, globally. Our Firm specializes in offering complete solutions to mergers and acquisitions. The ability of a consultant lies in enabling the objectives of the person who propounds the proposal involving a scheme of arrangement comprising within its ambit a merger or an acquisition. At the end of the day, it involves a structuring of the most ideal mode of acquisition. A merger or demerger is definitely attractive in view of statutory protection and the possible savings arising from tax and stamp duty aspects.
A scheme of arrangement may pertain to a single company and its shareholders and creditors. For instance it could be radical involving the conversion equity into loans! A scheme of merger may be a simple one between closely held private companies or unlisted public companies with almost same set of shareholders and directors. It may be a fait accompli because approval of shareholders and creditors of all the companies involved in the scheme could be taken for granted. On the other hand, if it is a deal involving parties who have only commercial consideration between them without any common directorship or cross shareholding, the structuring becomes a little complicated in view of the fact that the scheme must translate all their objectives and at the same time it must fit within the contours of all applicable provisions of law. If the scheme relates to a mater where revival ad rehabilitation is essential or it relates to a company in liquidation or in a state of imminent insolvency, only a firm having the requisite practical experience could assist the clients. It would require in depth knowledge of provisions of law, imaginative and creative abilities, and also practical aspects. So will be the case of a company the shares of which are listed in stock exchanges.
In addition global acquisitions call for greater degree of knowledge and acumen. The firm the client deals with must have the requisite credentials and capabilities. Our Firm is geared up to providing rewarding ideas to those who are ready to take raring steps. No two schemes will be similar. A ‘cut and paste’ works won’t work. Application of mind is absolutely essential.
Our Firm has been providing solutions on these aspects as a ‘one-stop shop’. We have the necessary practical experience in offering everything from start to finish; be it in organizing the inputs; studying and analyzing the facts of the case; understanding the applicable provisions of law; drawing up a comprehensive action plan; defining the steps; tracking the progress; assisting in securing expert opinions relating to accounting and taxation relating critical issues, if any; organizing all compliances; providing on line and off line support in ensuring effective implementation; offering solutions to overcome problems arising at the time of implementation. In short, our aim is to be with the client so as to make things happen! |
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| Transaction Advisory Services |
Investors planning to invest in equity shares or securities convertibles into equity usually prefer to have two sets of agreements; viz., share subscription agreement and shareholders’ rights agreement. The basic purpose of share subscription agreement is to set out the representations and warranties on the basis of and replying upon which the investors have made up their mind to invest in the issuer company. Part I of this Note contains the usual components of a share subscription agreement. Part II of this Note contains the usual covenants of a shareholders’ rights agreement. The components are illustrative only. Much would depend on the needs, preferences, bargaining equation, facts, circumstances, and applicable legal provisions and regulations. One should be careful while identifying the applicable laws, rules, and regulations. In certain cases, apart from general laws, rules and regulations, there would also be special segment related laws, rules and regulations. Further one should have a grip of the judicial pronouncements that have set out principles and propositions relating to these matters. Part III of this Note contains certain aspects which have to be taken into consideration while settling these agreements. It is not sufficient to be aware of the above aspects. Part IV covers certain case laws which are supposed to be read.
The added advantage that Liza Sahni & Co., offers is that it boasts of not less than 17 years of experience in all the above aspects besides having handled a variety of cases directly. |
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| Part I - Subscription Agreements |
Definitions of Terms and Expressions
Representations and Warranties
Corporate Power of Parties
Status of Authorizations
Capital Structure
Composition of Board of Directors
Consents and Clearances
Material Contracts
Litigations and Legal Proceedings
Financial Conditions
Financial Statements
Legal Compliances
Related Party Contracts
On-going Projects
Claims
Accidents
Material Contracts
Labour Matters
Environment Matters
Indemnity
Immunity
Agreement for Subscription
Terms of Subscription
Equity Shares
Convertible Preference Shares
Mandatory Conversion
Voluntary Conversion
Redemption
Minimum IRR
Schedule of Subscription
Cancellation of Subscription
Indemnification
Notices
Applicable Law
Dispute Resolution |
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| Part II - Shareholders Rights Agreements |
Definition of Shareholders / Groups
Parties
Shareholding Parity
Further Financing Provisions
Directorships
Number
Ratio
RoC Filing and Compliance
Right to Receive Notices of Meetings and Agenda Papers
Alternate Director
Removal
Reimbursement of Costs of Travel & Stay
Indemnity
Observers
Provisions and Procedures regarding Board Meetings
Notice of Meetings, Agenda and Notes thereon and Papers thereto
Length of Notice
Minutes
Quorum and Valid Quorum
Veto Rights
Resolution by circulation
Provisions and Procedures regarding General Meetings
Notices
Length of Notices
Quorum and Valid Quorum
Affirmative Vote
Minutes
Affirmative Vote Items
Altering Share Capital
Altering Charter Documents
Altering Legal Structure
Altering or Alienating Properties
Issue of New Shares / Instruments convertible into Shares
Transfer of Shares
Mergers / consolidation / Demerger / Reduction of Capital
IPO
Appointment / Removal of Auditors / Internal Auditors
Pledge of Shares
Winding up / Administrators
Acquisitions
Information Rights
Special Rights
Appointment of Auditors / Internal Audit
Initial Public Offer
Conversion Provisions
Formula
Anti-Dilution Rights
Drag Along Rights
Qualified Initial Public Offer
Technology / IPR Agreements
Exit Route
Termination of Agreement
Rights Surviving Termination
Non-Compete
Confidentiality
Notices to Parties
Process Agent
FEMA Issues
Breaches and Remedies
Events of Default
Applicable Law
Deadlock Provisions
Dispute Resolution - Mediation / Arbitration – Domestic and International |
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| Part III – Ancillary Matters |
Deed of Adherence
Amendment of Articles
Rights of Directors
Rights of Shareholders
Fiduciary Duties of Directors
Interests of the Company
Section 9 of the Companies Act, 1956
Section 36 of the Companies Act, 1956
Arbitration v Proceedings under Sections 397 / 398 of the Companies Act, 1956
Effect of Arbitration Agreement on Non-Parties |
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| Part – IV – Must Read Case Laws |
Narendra Sanyal v Calcutta Stock Exchange Association Ltd [1971] 41 Comp Cas 51 (SC)
V.B.Rangaraj v V.B.Gopalakrishnan [1992] 73 Comp Cas 201 (SC)
M.S.Madhusoodhanan and Another v Kerala Kaumudi Private Limited and Others [2003] 117 Comp Cas 19 (SC)
Smt.Pushpa Katoch v Manu Maharani Hotels Private Limited and Others [2006] 131 Comp Cas 42 (Delhi)
Western Maharashtra Development Corporation Ltd v Bajaj Auto Ltd [2010] 154 Comp Cas 593 (Bom)
Messer Holdings Limited v Shyam Madanmohan Ruia and Ors. & Goyal MG Gases (P) Limited v Shyam Madanmohan Ruia and Ors. [2010] 159 Comp Cas 29(Bom) |
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