Professional Documents
Culture Documents
Cross Border Mergers & Acquisitions
Cross Border Mergers & Acquisitions
& ACQUISITIONS
The Legal Landscape
600
500
400
N o. of Deals
300 Amount (USD million)
200
100
0
2006 2007
Source: RBI
© Paras Kuhad & Associates, Adv
ocates
Entry Strategies for Foreign Investors
Illustration:
If the foreign investor has collaboration for the
manufacture of tarpaulin Code 268.3, he can
invest in the manufacture of rubberized cloth
Code 268.2 as there is no restriction to enter
into JV’s in allied fields. The restriction shall
apply to any item whose code NIC code is
268.2.
1500 Power
Mettalurgic Industries
500
All Figures in US $(Million)
0
2004-05 2005-06 2006-07 2007-08
• Permissible Funding:
– Drawal of foreign exchange from an AD;
– Capitalization of exports;
– Swap of shares;
1. Manufacturing 2402.760
4 Trading 390.811
5 Others 985.587
© Paras Kuhad & Associates, Adv
ocates
Regulatory Framework
• Applicable Indian
Laws
- Companies Act
- Competition Act
- Income Tax Act
- Indian Stamp Act
- SEBI Takeover
Code
- FEMA
© Paras Kuhad & Associates, Adv
ocates
Companies Act, 1956
• Merger is a scheme of arrangement
• Scheme of arrangement has to be presented
before the High Court for sanction
• Relevant Sections 391-394
• Limited Scope in Cross Border M&A’s because
Transferee company has to be a company
incorporated in India
• Monopolies and
Restrictive Trade
Practices Act, 1969
– Inadequate
– Obsolete
• Still Prevailing
• Notice Requirement
– Mandatory
– Within 30 days of
• Approval of proposal by BOD
• Execution of agreement/ document
Should you have any questions on issues reported here or on other areas
of law, you may contact Paras Kuhad and Associates at the following co-
ordinates:
Mr. M.N. JHA
Paras Kuhad and Associates, Advocates
A-238, Lower Ground Floor,
Defence Colony,
New Delhi- 110 024, India
Tel: +91 (0) 11 46562525, 46562727 Fax: +91 (0) 11 46562000
Mob: +91/0-9811319922