M&A and PE/VC

Mergers, acquisitions, and private investment are the primary instruments through which businesses grow, enter new markets, deploy capital, and reshape themselves. They are also among the most legally demanding transactions a business will undertake, requiring the simultaneous management of corporate, regulatory, tax, employment, and competition obligations across a compressed and often public timeline. Acuity Law’s M&A and PE/VC practice is the firm’s core transactional practice. The team advises acquirers, sellers, financial investors, founders, portfolio companies, and management across the full range of transaction types: share and asset acquisitions, mergers and demergers by court-sanctioned scheme, joint ventures, cross-border investments in both directions, and secondary transactions in the private markets. Clients include Indian and multinational corporations, private equity and venture capital funds, family offices, founders at every stage, and government-owned enterprises.

Private equity and venture capital investment in India has grown substantially over the past decade, and the legal requirements of investors and founders have grown with it. The practice advises across all stages of the investment lifecycle. For fund managers and sponsors, that means fund formation, AIF registration, and fund governance. For investors deploying capital, it means term sheet negotiation, investment documentation for equity, convertible instruments, and structured securities, and the governance architecture that protects the investment during the holding period. For founders and portfolio companies, it means navigating investor rights, ESOP design, compliance with FEMA and SEBI regulations, and preparation for exit. The firm’s experience spans financial services, technology, food and beverages, consumer goods, pharmaceuticals, healthcare, manufacturing, and infrastructure, and gives the team a practical understanding of the sector-specific dynamics that shape deal terms and investor expectations.

Every significant M&A or private investment transaction sits at the intersection of multiple legal regimes. An acquisition involving a foreign buyer requires FEMA structuring, FDI policy compliance, and tax analysis alongside the core transaction documents. A private equity investment raises questions about instrument classification, FEMA pricing compliance, and SEBI implications where the target is listed or pre-IPO. A merger by court-sanctioned scheme involves the NCLT process, the tax treatment of the arrangement, competition clearance, and employment obligations for the transferred workforce. Acuity Law addresses all of these within a single engagement, drawing on the firm’s tax, FEMA, employment, insolvency, competition, and regulatory practices as a transaction requires. The practice has been recognised by the Indian Business Law Journal as Winner in Mergers and Acquisitions (2025) and Winner in Foreign Direct Investment (2023), by IFLR1000 as Other Notable in both M&A and Private Equity across multiple consecutive ranking cycles, by Legal 500 as Tier 2 in Commercial, Corporate and M&A (2024), and by Venture Intelligence as the top-ranked legal advisor by deal count in the food and beverages sector for M&A in 2023.

RECOGNITION

The practice has been recognised consistently across independent legal and industry rankings:

Our M&A and PE/VC practice advises on transactions and investments across six areas:

M&A Transactions: Full Lifecycle Advisory

We advise on every stage of a merger or acquisition, from the first commercial conversation through to post-completion integration:

• Structuring the transaction, including analysis of the optimal acquisition structure (share acquisition, asset purchase, business transfer, or scheme of arrangement), consideration structure (cash, stock, earn-out, or deferred consideration), and the tax and regulatory consequences of each approach.
• Negotiating and finalising term sheets and letters of intent, including exclusivity, break fees, and the allocation of signing risk.
• Legal due diligence on target companies and businesses, covering title to shares and assets, litigation and regulatory exposure, material contracts, IP ownership, employment obligations, and compliance with FEMA, company law, and sector-specific regulation.
• Drafting and negotiating transaction documents, including share subscription agreements, share purchase agreements, shareholders’ agreements, business transfer agreements, asset purchase agreements, non-compete and non-solicitation agreements, and escrow arrangements.
• Regulatory approvals: managing FEMA/RBI filings for foreign investment transactions, obtaining sector regulator approvals (SEBI, RBI, IRDAI, TRAI, and others as applicable), and securing competition clearance from the Competition Commission of India.
• Mergers and demergers by court-sanctioned scheme under Sections 230 to 232 of the Companies Act, 2013, including NCLT process management, statutory filings, creditor and shareholder meetings, and regulatory notifications.
• Managing pre-closing and post-closing conditions, corporate resolutions, closing mechanics, and post-completion filings with the Registrar of Companies and other regulators.
• Post-merger integration advisory, including governance restructuring, compliance transition, and harmonisation of employment contracts and HR policies across the merged entity.

Private Equity and Venture Capital Investment

We advise investors and founders at every stage of the private capital lifecycle, from initial fund deployment through to exit:

• Term sheet negotiation: advising on economic terms (pre-money valuation, anti-dilution, liquidation preference), governance provisions (board composition, information rights, reserved matters), and exit mechanisms (drag-along, tag-along, put and call options, redemption rights).
• Investment documentation: drafting and negotiating share subscription agreements, shareholders’ agreements, and convertible instrument documents (CCDs, OCDs, CCPs, and preference shares) for seed, Series A, and growth stage investments.
• Regulatory structuring of the investment: FEMA pricing compliance, instrument classification under FDI policy, RBI reporting, and downstream investment analysis where the investor is itself an NBFC, AIF, or other regulated entity.
• Governance architecture during the holding period: advising portfolio companies and their boards on investor rights obligations, related party transaction frameworks, ESOP administration, and ongoing FEMA and company law compliance.
• ESOP design and documentation: advising on ESOP pool size, vesting schedules, exercise mechanics, and regulatory compliance for both Indian-listed and unlisted companies, as well as phantom equity and stock appreciation rights structures.
• Secondary transactions: advising buyers and sellers on secondary share transfers, including rights of first refusal and co-sale waiver processes, valuation compliance under FEMA, and tax structuring of the transfer consideration.
• Exit structuring: advising on strategic sale exits, secondary sales to incoming financial investors, IPO exits (including lock-up periods and accelerated bookbuild considerations), and buy-back transactions.

Inbound Foreign Investment and Outbound Acquisitions

Cross-border transactions require a layer of regulatory analysis that sits on top of the core deal work. We advise in both directions:

• India entry structures for foreign investors: wholly owned subsidiaries, joint ventures, branch offices, liaison offices, and project offices, with analysis of the regulatory and tax implications of each.
• FDI policy advisory across regulated and restricted sectors, including financial services, insurance, defence, space, pharmaceuticals, media, e-commerce, and real estate.
• FEMA structuring for inbound investment: pricing methodology compliance, instrument structuring (equity vs. compulsorily convertible vs. optionally convertible), reporting timelines, and downstream investment implications for multi-tier structures.
• Outbound investment by Indian companies and individuals under the Overseas Investment framework, including Overseas Direct Investment (ODI), Overseas Portfolio Investment (OPI), guarantees, and financial commitments in favour of foreign entities.
• Cross-border M&A: advising on Indian-law aspects of transactions in which the Indian entity is a target, acquirer, or a party to a cross-border merger or share swap.
• Japan-India transactions: the firm’s Japan Desk supports Japanese corporations and investors across all stages of their India M&A and investment activity, from initial entry structuring and joint venture documentation through transaction execution and post-investment governance. The desk provides advice that bridges legal, procedural, and commercial considerations across both systems.

Distressed M&A and Special Situations

Distressed transactions require a different set of analytical tools alongside standard M&A capability. We advise acquirers, lenders, and investors in special situations:

• Acquisitions of distressed businesses and assets, including purchases from corporate debtors undergoing CIRP, direct acquisitions of stressed assets from lenders, and acquisitions structured around SARFAESI enforcement.
• Structuring and submitting resolution plans as a resolution applicant under the IBC, including Section 29A eligibility analysis, plan structuring, and regulatory approval strategy for the implementation of the plan.
• Advising lenders and investors on distressed debt acquisition, the rights acquired in a subsequent insolvency process, and post-acquisition recovery options including enforcement and conversion.
• Demergers and business separations by court-sanctioned scheme, including the NCLT process, tax treatment of the demerger, and employment obligations for employees transferring with the demerged undertaking.
• Buy-back of securities and capital reduction transactions under the Companies Act, 2013, including the regulatory and tax structuring of each approach.

Competition Clearances and Regulatory Approvals

Regulatory clearances are deal-critical in most significant transactions. We manage the regulatory interface from structuring through to closing:

• Pre-merger notification filings with the Competition Commission of India (CCI), including jurisdictional threshold analysis under both the asset/turnover thresholds and the deal value threshold introduced in 2023.
• Advising on competition risk in M&A transactions, including market concentration analysis, vertical integration concerns, and the structuring of transactions to address potential competition issues.
• Liaison with the CCI during the review process, including preparation of responses to information requests and representation in Phase II investigations.
• Takeover Code compliance for acquisitions involving listed companies: computation of creeping acquisition limits, open offer structuring and timing, public announcement obligations, and exemption applications before SEBI.
• Sector-specific regulatory approvals: SEBI (transactions involving listed entities, market intermediaries, and AIFs), RBI (acquisitions involving banks, NBFCs, payment system operators, and housing finance companies), IRDAI (insurance), and TRAI (telecoms and broadcasting).
• FEMA approval and reporting management for transactions involving foreign acquirers or targets, including FIPB-successor approvals where sectoral caps require government approval.

Fund Formation and AIF Advisory

We advise fund managers, sponsors, and institutional investors on the formation, registration, and operation of investment funds in India:

• Advising on fund structure and the choice between onshore AIF vehicles and offshore fund structures in standard PE/VC jurisdictions, including the GIFT City international financial services centre framework.
• AIF formation under the SEBI (Alternative Investment Funds) Regulations, 2012: structuring Category I, II, and III AIFs, advising on manager eligibility, and managing the SEBI registration process.
• Drafting and reviewing private placement memoranda (PPMs), contribution agreements, investment management agreements, and fund governance documentation.
• Advising on co-investment vehicles, side pockets, parallel fund structures, and offshore feeder fund arrangements.
• Ongoing AIF compliance: advising on SEBI reporting obligations, investment committee governance, valuation policy, and portfolio company investment compliance.
• Offshore-onshore fund structures: advising on Mauritius and Singapore fund vehicles, GIFT City structures, and the regulatory interaction between offshore fund formation and Indian investment regulations under FEMA.
• Advising on green bonds, infrastructure investment trusts (InvITs), and real estate investment trusts (REITs) as alternative capital-raising and investment structures.