Tag: Mergers and Acquisitions
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Hostile Takeovers & Embedded Defences
[Posted by Umakanth Varottil] The Financial Times reported last week in the context of EADS (the maker of the Airbus aircraft) that “France and Germany are finalising changes to EADS’ corporate by-laws to prevent foreign investors building significant stakes in – or even taking over – Europe’s flagship aerospace and defence company.” The plan is…
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Competition Act and Merger Regulation
[Posted by Umakanth Varottil] Today’s Economic Times carries a column by Jaishree Vyavaharkar & David Jacobs of Baker & McKenzie analyzing the provisions of the Act and the recent draft regulations on business combinations, with specific reference to implications on foreign investors. Here are some excerpts: “A fundamental concern for foreign investors was the lack…
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Hostile Takeovers in India: Opportunities and Challenges (Part 2)
[Posted by Umakanth Varottil] After dealing with the history of hostile takeovers in India and possible regulatory obstacles, Shaun’s article moves on to deal with what I find is an interesting analysis of the availability of some of the key takeover defences in the Indian context. I highlight some of his observations (and also intersperse…
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Hostile Takeovers in India: Opportunities and Challenges (Part 1)
[Posted by Umakanth Varottil] Hostile takeovers of companies (otherwise referred to as the market for corporate control) is a rather well-known phenomenon in the corporate sphere. The 1980s (a.k.a. the deal decade) were famous in the US for large hostile transactions that set fire to lawyer ingenuity resulting in the development of various takeover defences.…
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Some Lessons for M&A Deal Documentation
[Posted by Umakanth Varottil] Recent months have witnessed a spate of M&A deals in the US that have turned sour even before they were consummated, and they have quite naturally ended up in court. In pure legal terms, these involve a scenario where disputes arise between the parties between signing of the definitive agreements and…
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Competition Commission: Draft Merger Regulations Now Available
[Posted by Umakanth Varottil] An earlier post on this blog noted the concerns of the industry relating to the merger regulations proposed by the Competition Commission and also certain comments made by the acting chairman of the Competition Commission of India to allay any fears of the industry. The proposed draft of the Competition Commission…
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Competition Commission and Merger Regulation
[Posted by Umakanth Varottil] The Competition Commission is working on the draft of the Competition Commission (Combinations) Regulations, which are expected to be announced shortly. Due to concerns from the industry regarding these regulations operating as a serious hurdle to M&A activity in the country, there are indications that the Competition Commission will introduce provisions…
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Indian Acquisitions in the US: A Quick Checklist of Issues
[Posted by Umakanth Varottil] The Harvard Law School Corporate Governance Blog carries a recent post that contains a handy checklist of critical current issues that should be considered in advance of any acquisition of US businesses by non-US entities. The checklist has been prepared and posted by Wachtell, Lipton, Rosen & Katz, the top US…
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Contractual Mergers a Possibility
[Posted by Umakanth Varottil] Presently, accomplishing a merger of two or more companies involved a fairly detailed process that lasts about four to six months, if not more. Under Sections 391 to 394 of the Companies Act, 1956, apart from the approval of the shareholders (and sometimes creditors) the merger also requires the sanction of…
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M&A: Tackling Ambiguity in Deal Documentation
[Posted by Umakanth Varottil] M&A lawyers are accustomed to drafting and negotiating contracts that contain complex terms and conditions relating to the performance of obligations by parties and remedies for their breach. It is not out of place for acquisition agreements to contain clause A that operates “notwithstanding any other provision contained in this Agreement”,…