Papers on M&A Agreements, Woman Director

Professor Afra Afsharipour
has posted on SSRN two papers that may be of interest to readers. They are
listed below along with abstracts.
This chapter
reviews the transformation of merger and acquisition (M&A) transactions in
India. Due to globalization and economic liberalization, India has experienced
a significant wave of cross-border M&A deals. The explosion of cross-border
merger and acquisition transactions has affected the makeup of the legal
profession in India, as well as the norms and practices of transactional
lawyers in India, including the way Indian lawyers document M&A
transactions. The practice of Indian corporate law firms now often resembles
those of US firms in the negotiation and drafting of acquisition agreements.
This chapter identifies the salient features of Indian M&A deal-making and
contracting that have become increasingly influenced by US-style acquisition
transactions. This chapter uses representation and warranties provisions,
indemnification provisions and earn-out arrangements to illustrate transplants
in the law of the deal.
In 2013, India
passed historic legislation mandating that boards of publicly listed and
certain other large companies must include one woman director. The mandate,
which came into effect on April 1, 2015, has the potential to vastly change the
profile of Indian boards and board members. This chapter examines the history
and trajectory of India’s board diversity requirement. It seeks to understand
the genesis and goals of this requirement, and explores some of the challenges
that India has already faced and may continue to face with respect to the
possible effectiveness of this requirement. The chapter then considers for the
Indian context the implications of business and social science literature on
gender diversity on corporate boards.

About the author

Umakanth Varottil

Umakanth Varottil is an Associate Professor at the Faculty of Law, National University of Singapore. He specializes in corporate law and governance, mergers and acquisitions and cross-border investments. Prior to his foray into academia, Umakanth was a partner at a pre-eminent law firm in India.

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