Majmudar & Partners > Mumbai, India > Firm Profile
Majmudar & Partners Offices
96 Free Press House, 9th floor, Free Press Journal Road
Nariman Point, Mumbai 400 021, India
India
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Majmudar & Partners > The Legal 500 Rankings
India > Corporate and M&A Tier 2
Demonstrating extensive expertise in handling strategic and public M&A, joint ventures, and corporate governance matters, Majmudar & Partners regularly acts on behalf of global and domestic corporations. The team is especially strong within the life sciences, tech, and e-commerce industries, boasting a robust track record in dealing with complex corporate restructurings and shareholder rights protection issues. The group is jointly led from Mumbai and Bengaluru, with Akil Hirani
and Rukshad Davar specialising in business transfers and cross-border M&A, and N. Raja Sujith being an expert in the tech sector. Former partner Amrit Mehta left the firm in September 2022 to join IndusLaw. Practice head(s):
Akil Hirani; Rukshad Davar; N. Raja Sujith
Testimonials
‘Solid, practical advice.‘
Key clients
Proskauer Rose LLP acting as global counsel to Arkema Inc.
Edgewater Capital Partners and SK Capital Partners
Buchanan Technologies, Inc.
Industria Chimica Adriatica S.p.A.
STIC Investment and Mainstreet Digital Life IV Pte. Ltd.
Transaction Network Services India Private Limited/ Transaction Network Services, Inc.
Wacoal Corporation
LifeWorks (Canada) Ltd.
Dan Caballero
InsentApp India Private Limited (ZoomInfo International LLC)
Centre Lane Partners, LLC/ Bedding Acquisition LLC
Five Elms Capital Management, LLC
Work highlights
- Advised Edgewater Capital Partners and SK Capital Partners on the acquisition of the scintillation and photonic crystals business of Saint-Gobain, S.A., the French multinational.
- Advised Buchanan Technologies, Inc., an IT services leader, on the acquisition of the Oracle technology and applications service business of Infosense Global Inc.
- Assisted Industria Chimica Adriatica S.p.A., a leading Italian manufacturer of paints, varnishes and similar coatings, printing ink and mastics, in evaluating the implications of global restructuring on its Indian JV company.
India > Labour and employment Tier 2
With particular strength in transactional and contentious employment matters, as well as employee tax issues, Majmudar & Partners’ employment team routinely advises clients in the tech, construction, and financial services sectors. The team is noted for its 'knowledge and expertise in labour and employment law'. Neerav Merchant and N. Raja Sujith jointly head the team; Merchant, in Mumbai, is an experienced employment litigator, while Sujith leads the Bengaluru office and the firm’s broader south India employment practice.Practice head(s):
Neerav Merchant; N. Raja Sujith
Testimonials
‘I recommend them for their knowledge and expertise in labour and employment law.’
Key clients
Lifeworks Wellbeing Solutions (India) LLP
AppIt Ventures, LLC
TRSA Group
Haitong Securities India Private Limited
Kallang Services Private Limited
Knowcraft Analytics Private Limited
Equisoft India Private Limited
Elementis Holdings Ltd
Perforce Software, Inc.
Frontdoor, Inc.
CompuCom Systems, Inc.
ScienceLogic, Inc.
Saryu Properties and Hotels Pvt. Ltd.
Work highlights
- Advised TRSA Group, a leading US-based consultancy services provider in the retail space, on Indian employment law issues pertaining to setting up a PEO arrangement.
- Advised AppIt Ventures, LLC, an award winning US-based app development provider, on Indian employment law issues, in connection with its Indian subsidiary.
- Advising Equisoft India Private Limited, the subsidiary of a leading Canadian IT services management company, on employment termination matters, and assisted in drafting and finalizing separation documents.
India > Life sciences and healthcare Tier 2
Majmudar & Partners has a strong and developing offering across healthcare, pharma, health tech, and life sciences, with notable strengths in M&A, licensing and regulatory approvals, intellectual property, and internal employment and governance advice. The firm works with a number of major domestic clients, including hospital networks and drug manufacturers, as well as advising international life sciences companies on operations and investments in India, as well as outsourcing. The team is led by Mumbai-based duo Neerav Merchant, an experienced advisor on IP and life sciences regulatory issues, and Akil Hirani, who has strong multijurisdictional expertise across M&A, regulatory matters, outsourcing, and data, acting for a number of major global names in the space. In Bengaluru, N. Raja Sujith is a key name for transactional healthcare work.
Practice head(s):
Neerav Merchant; Akil Hirani
Other key lawyers:
Sinjini Majumdar; N. Raja Sujith
Testimonials
‘Team is knowledgably great with updates from the current market.‘
‘Raja Sujith completely takes care of our job, he and his team reposes back with solution in no time. Great to work with them.‘
Key clients
Hinge Health Inc.
Lindeman, Esq. (on behalf of Instat)
Browndove Healthcare Private Limited
OMS Software Solutions India Pvt Ltd.
Starkey, Inc.
Cigna Corporation
Tender Loving Care UK Ltd.
Kallang Services Private Limited
Work highlights
- Assisted Instat in the potential sale of the Instat group of companies.
- Advising Cigna Corporation on various Indian regulatory matters in the healthcare and insurance space.
- Advised Kallang Services Private Limited, a subsidiary of a Singapore-based telehealth company that provides on demand healthcare solutions, on Indian law issues pertaining to employment termination.
India > Tax Tier 2
The Mumbai-based tax practice at Majmudar & Partners handles a range of tax related matters, including cross-border tax structuring, tax litigation and indirect tax advice. The team has recently been busy providing its clients with M&A and funds-related tax advice. Manufacturing, pharma, technology, financial services and retail are among the firm’s industries of expertise. Ravi S. Raghavan co-heads the practice alongside Akil Hirani, both of whom have almost 30 years of experience. Practice head(s):
Akil Hirani; Ravishankar Raghavan
Testimonials
‘I work with Ravi S. Raghavan on tax matters. The team I work with has good tax knowledge and work proactively.’
‘I have worked with Ravi S. Raghavan for more than 5 years on Indian tax matters. Ravi is very responsive and provides practical advice.’
Key clients
CFRA Research
Acclime Holdings HK
Abington Reldan Metals, USA
Brussels Worldwide Services BV
Equisoft
DLA Piper, Hong Kong
Gibson, Dunn & Crutcher – Insurity Tarmika
Work highlights
- Advised CFRA Research on the improvement of investment and business decisions on Indian M&A Tax.
- Advised ARM International Holding Company on permanent establishment and employee tax.
- Advised Brussels Worldwide Services on tax registration and India business connection.
India > Antitrust and competition Tier 3
India > Dispute resolution: litigation Tier 3
The full-service dispute resolution offering at Majmudar & Partners spans the full spectrum of industry sectors, with recent areas of activity including banking and insolvency disputes, employment litigation, and breach of contract cases. Neerav Merchant oversees the group; the ‘very practical’ Merchant has expertise in commercial, IP, and insolvency litigation. Fraser Alexander is another key name here. All mentioned lawyers are based in Mumbai.Practice head(s):
Neerav Merchant
Other key lawyers:
Testimonials
‘Very user-friendly.’
‘Neerav Merchant is very practical.’
Key clients
First Climate Markets AG
Arneg India Pvt. Ltd.
SABIC UK Petrochemicals Limited
Access Bank UK Ltd.
Powerband Industries Pvt. Ltd.
Axis Bank Limited
EqualizeRCM
Napcloud India Private Limited
Corob India Pvt. Ltd.
Work highlights
- Advising and representing First Climate Markets AG, a leading provider of climate protection and green energy solutions, on matters relating to breach of commercial contract.
- Advised Arneg India Pvt. Ltd., an international leader in the design, manufacture and installation of complete equipment for the retail sector, in relation to the proceedings filed by a solo complainant before the Upper Collector, Thane.
- Representing SABIC in a winding-up petition filed by SABIC against Punj Lloyd Ltd. before the Delhi High Court.
India > Insurance Tier 3
The core areas of focus for Majmudar & Partners’ insurance team include transactions, such as joint venture agreements and restructurings, in addition to regulatory and policies advice. The Mumbai-based managing partner Akil Hirani is the main point of contact; he is a regular adviser to leading multinational companies on M&A, regulatory and outsourcing matters. Senior associate Sinjini Majumdar is another name to note, often supporting Hirani on matters. Practice head(s):
Akil Hirani
Other key lawyers:
Key clients
Cigna Corporation
CPP Assistance Services Private Limited
Globality S.A.
Insurity Tarmika Inc.
Work highlights
- Advising Cigna Corporation on various issues pertaining to its Indian health insurance joint venture, ManipalCigna Health Insurance Company Limited.
- Advised Globality S.A. on insurance law issues emanating in India.
- Advised Insurity Tarmika Inc. on permanent establishment and employee tax issues.
India > Private equity and investment funds Tier 3
Majmudar & Partners acts for private equity and venture capital funds, covering a range of matters including investment transactions, exits and regulatory mandates, with demonstrable experience across the technology, retail, manufacturing and financial services sectors. Akil Hirani, who handles fund structuring and private equity deals, jointly leads the team alongside head of the firm's M&A group Rukshad Davar, Ravi Raghavan, who handles tax structuring issues for funds, and Raja Sujith, who spearheads the offering Bangalore and advises on venture capital transactions, with notable expertise in the technology sector. Practice head(s):
Akil Hirani; Raja Sujith; Rukshad Davar; Ravi Raghavan
Key clients
STIC Investment and Mainstreet Digital Life IV Pte. Ltd.
Five Elms Capital Management, LLC
Edgewater Capital Partners and SK Capital Partners
Centre Lane Partners, LLC/ Bedding Acquisition LLC
DLA Piper, Hong Kong
Work highlights
- Advised STIC Investment and Mainstreet Digital Life IV Pte. Ltd. on the acquisition of minority stakes in Ninjacart, which is a leading B2B marketplace for agricultural products in India.
- Acted as Indian legal counsel to Five Elms Capital Management, LLC, on its acquisition of a minority stake in Vajro, Inc., and also advised on the grant of ESOPs.
- Advised Edgewater Capital Partners and SK Capital Partners on the acquisition of the scintillation and photonic crystals business of Saint-Gobain, S.A., a French multinational.
India > TMT Tier 3
Displaying considerable strength in the transactional technology, e-commerce and regulatory spaces, Majmudar & Partners acts on behalf of international financial institutions and technology services providers. Akil Hirani and Neerav Merchant co-head the department from Mumbai, with the former specialising in IT regulatory matters and data protection, whilst the latter’s expertise lies in privacy issues and trade marks. Raja Sujith heads up the firm’s South India practice out of Bengaluru, and is an expert in Indian outsourcing transactions and tech company M&A.
Practice head(s):
Akil Hirani; Neerav Merchant; N. Raja Sujith
Testimonials
‘Firm is extremely knowledgeable, and they are diligent enough to listen to client. Collaboration is one of their key strengths.’
Key clients
Baidu India Internet Private Limited
Alden Legal
Palm NFT Studio, Inc.
CompuCom Systems, Inc.
Empaxis Data Management India Private Limited
21CC Vishwa Sarvagana Private Limited
Meero Technologies Private Limited
InsentApp India Private Limited (ZoomInfo International LLC)
UltraServe LLC
Buchanan Technologies, Inc.
Equisoft India Private Limited
Maven Silicon Softech Pvt Ltd
Moback Technologies India Private Limited
Work highlights
- Advising Baidu India Internet Private Limited on various Indian law matters, including company law, information technology regulations and data protection laws.
- Assisted Palm NFT Studio, Inc., an Ethereum-compatible sidechain, built to serve as the foundation of a new scalable and sustainable ecosystem for NFTs, in assessing the regulatory environment for the NFT businesses in India.
India > White-collar crime Tier 3
India > Banking and finance Tier 4
Majmudar & Partners has a strong track record in advising Indian banks and foreign NBFCs on the full range of banking and finance matters, including syndicated finance, trade finance, external commercial borrowing and project finance mandates. Akil Hirani has extensive experience in advising banks and other institutions on refinancing transactions. Fraser Alexander is another key contact who specialises in banking matters and regularly assists Indian banks with banking litigation. Practice head(s):
Akil Hirani
Other key lawyers:
Testimonials
‘The team has transactional expirence and is in a position to give prompt feedback on complicated legal matters.’
‘They give clear advice, prompt feedback and communicate in a clean manner.’
Key clients
CPP Assistance Services Private Limited
Axis Bank Limited
Dhanlaxmi Bank Limited
Punjab National Bank
Work highlights
- Advised CPP Assistance Services Private Limited on CPP’s payment of a referral fee to its banking partners in the course of its business.
- Represented Dhanlaxmi Bank Limited in a banking claim made against the defaulting borrower and its guarantors.
- Acted for Punjab National Bank in numerous disputes and SARFAESI proceedings.
India > Data protection Tier 4
Majmudar & Partners leverages its considerable TMT practice to assist clients in the tech, IT, telecoms, and e-commerce sectors on a range of data protection issues, including regulatory, compliance, and transactional matters. Akil Hirani, Neerav Merchant and N. Raja Sujith jointly oversee the practice. Sujith, based in Bengaluru, leads the firm’s South India practice and advises on the data protection elements of corporate transactions. Hirani, triple-qualified in India, England and Wales and California, and Merchant, who draws on in-house experience from the software industry, work alongside Sujith and co-lead the practice from Mumbai. Practice head(s):
Akil Hirani; Neerav Merchant; N. Raja Sujith
Key clients
Baidu India Internet Private Limited
Empaxis Data Management India Private Limited
Maven Silicon Softech Pvt Ltd
Work highlights
- Advising Baidu India Internet Private Limited (subsidiary of Baidu, the Chinese Internet major) on various Indian law matters, including company law, information technology regulations and data protection laws.
- Advising Empaxis Data Management India Private Limited, a subsidiary of Empaxis US, the first middle and back-office outsourcing company designed to deliver offshore services exclusively to asset managers, hedge funds, and wealth managers, on various corporate, technology and employment law matters.
- Advised Maven Silicon Softech Pvt Ltd, an Indian VLSI training company, regarding the master service agreement with Synopsys.
Intellectual property Tier 4
In addition to its transactional IP capabilities, Majmudar & Partners excels in patent and trademark advisory and contentious matters. Neerav Merchant (in Mumbai) and N. Raja Sujith (in Bengaluru) co-head the practice, which offers expertise in the life sciences, education, manufacturing, consumer goods and tech industries.Practice head(s):
N. Raja Sujith; Neerav Merchan
Key clients
Gussa India Private Limited
QiSpace AS
Mermaid + Me GmbH
Tender Loving Care UK Ltd
Banana Beauty GmbH
RPS Consulting Private Limited
Horseware Products Limited
TILLSTER, INC.
University of Illinois
Maven Silicon Softech Pvt Ltd
Hinge Health Inc.
Abington Reldan Metals, LLC
Work highlights
- Assisted Gussa India with filing its trademark application in India.
- Assisted QiSpace with filing a response to a notification regarding provisional refusal of an international application.
- Assisting Horseware Products with prosecuting its trademark applications in India for equestrian life.
India > Real estate and construction
Majmudar & Partners > Firm Profile
Majmudar & Partners (formerly Majmudar & Co.), established in 1943, has evolved into one of India’s premier law firms representing the who’s who of banks, companies, and financial institutions. Inbound investments into India, corporate/M&A, restructuring, competition, securities, banking and corporate finance, private equity and venture capital, fund structuring, tax, technology, media and telecommunications, employment, projects, infrastructure and energy, biotechnology, outsourcing, IP, distribution, real property and disputes are the main practice areas of the firm. We are one of the few Indian law firms to have created an industry focus. We specialize in the following industries: (i) financial services and insurance; (ii) pharmaceuticals and life sciences; (iii) technology; (iv) manufacturing and industrial; and (v) consumer and retail. This coupled with senior partner led delivery and extreme responsiveness has made us a sought after firm for clients who need high quality and high value services in tight time frames.
Majmudar & Partners has offices in Mumbai and Bangalore and integrated network offices in Chennai, Hyderabad and New Delhi. It services clients nationally and internationally.
Majmudar & Partners’ national team of close to one hundred (100) lawyers provides high-quality and seamless legal services. Most of our lawyers have international work experience and have been recognized as leaders in their field. We are structured on the lines of an international law firm, where each lawyer is on a partnership track. The best-known personalities of the firm are its managing partner, Mr Akil Hirani; partner, Mr Rukshad Davar; partner, Mr Neerav Merchant; partner, Mr. Ravi S. Raghavan; of counsel, Mr Fraser Alexander; and Bangalore office partner, Mr N Raja Sujith.
Mr Akil Hirani, who has been in practice for more than twenty-five (25) years, is admitted in India, England & Wales and California (currently inactive), and oversees the firm’s transactional, regulatory, and finance practice groups. Mr Rukshad Davar is a leading corporate/M&A partner with international deal experience at Jones Day’s former Indian affiliate and heads the M&A practice group at the firm. Mr Neerav Merchant is a highly recommended company/commercial and dispute resolution lawyer. Mr Ravishankar Raghavan is the partner the tax and private client practice. Mr Fraser Alexander is a senior banking and commercial litigation lawyer. Mr N Raja Sujith is a foreign investment, corporate, technology and employment law specialist, and heads the Bangalore office.
Main Contacts
| Department | Name | Telephone | |
|---|---|---|---|
| Transactions and Corporate/M&A | Akil Hirani | akil@majmudarindia.com | +912261237272 |
| Litigation and Arbitration | Neerav Merchant | nmerchant@majmudarindia.com | +912261237272 |
| Corporate/M&A and Competition | Rukshad Davar | rdavar@majmudarindia.com | +912261237272 |
| Corporate/M&A and Employment | N. Raja Sujith | nraja@majmudarindia.com | +91804147000 |
| Dispute Resolution and Arbitration | Fraser Alexander | falexander@majmudarindia.com | +912261237272 |
| Taxation | Ravi S. Raghavan | rraghavan@majmudarindia.com | +912261237272 |
Lawyer Profiles
| Photo | Name | Position | Profile |
|---|---|---|---|
|
Mr Fraser Alexander | Of Counsel | View Profile |
|
Mr Rukshad Davar | Partner and Head of M&A Practice Group | View Profile |
|
Mr Akil Hirani | Head of Transactions Practice and Managing Partner | View Profile |
|
Mr Neerav Merchant | Partner | View Profile |
|
Mr Raja Sujith Niruthambath | Partner and Head of South India | View Profile |
|
Mr Ravi S. Raghavan | Partner – Tax and Private Client Group | View Profile |
Staff Figures
:Languages
EnglishMemberships
IBA (International Bar Association) American Bar Association State Bar of California IGCCNotable Cases
1. Majmudar & Partners acted as Indian legal co-counsel to Finicity Corporation, a leading North American provider of real-time access to financial data and insights, on its sale to Mastercard (NYSE: MA) for a purchase price of US$825 million.
The matter was led by managing partner, Akil Hirani, who is a senior corporate lawyer in India, and admitted to the bar in California and England as well.
India’s company law, tax law, foreign exchange and other regulations threw-up many impediments, which the Majmudar team navigated successfully and in a timely manner to ensure a seamless execution of the deal. This was one of the largest fintech deals of 2020 and was completed when India was in a full lockdown. A big achievement in tight timelines.
2. Majmudar & Partners acted as Indian legal counsel to Cryoport, Inc. (NASDAQ: CYRX) on its acquisition of CRYOPDP Group, a leading global provider of innovative temperature-controlled logistics solutions to the clinical research, pharmaceutical and cell and gene therapy markets. The purchase price was approximately EUR49 million.
The matter was led by managing partner, Akil Hirani.
This is a very important life sciences logistics transaction, and leapfrogs NASDAQ listed Cryoport, Inc. into the top echelons of life science logistics companies. Our assistance in finding solutions to some legacy regulatory issues and deft handling of complex transaction documents was the key highlight.
3. Majmudar & Partners assisted Chart Industries Inc. (Nasdaq: GTLS), a leading manufacturer of highly engineered cryogenic equipment used in the liquid gas supply chain, on acquisition of employees of Harsco Services India Private Limited and on setting-up its information technology enabled services/ data centre in India.
The matter was led by partner and Head of Corporate/M&A, Rukshad Davar.
This transaction was a part of Chart’s global acquisition of the industrial Air-X-Changers business of Harsco Corporation (NYSE: HSC), valued at US$592 million, which has made it an important transaction.
4. Majmudar & Partners is advising Rabigh Refining & Petrochemical Company, a leading Saudi Arabian petrochemicals refiner, against a breach of contract by a UAE entity, who has an Indian Entity, against which enforcement is being sought.
The litigation is being led by disputes partner, Neerav Merchant.
This matter is challenging, complex and tricky, as there is not much evidence available to support the client’s claim against the Indian Entity, or which can help establish a nexus between the Indian Entity and the UAE Entity. This matter has required some original thinking to find a viable solution for Petro Rabigh.
5. Majmudar & Partners (M&P) has acted for Thrasio Holdings, Inc. (Thrasio), a next generation, global consumer goods company, in a complex, high value acquisition of a significant majority stake in Lifelong Online Retail Private Limited (Lifelong), a leading Indian online consumer brand backed by Tanglin Venture Partners and the Hero Group. M&P assisted Thrasio on deal structuring, legal due diligence, document drafting, and negotiations with the exiting shareholders and other counterparties. The deal was run by Managing Partner, Akil Hirani, with able support from the corporate and tax teams of the firm. Cooley LLP advised Thrasio Holdings, Inc. on the US law aspects of the acquisition.
With this acquisition, Thrasio has made its entry into the Indian market and plans to invest approx. US$500 million in the future to acquire digital-first brands in India.
Rajaram Legal acted for Lifelong and its founders. Khaitan & Co. acted for Tanglin Venture Partners and AZB & Partners acted for the Hero Group.
6. Majmudar & Partners acts as Indian legal counsel to Five Elms Capital Management, LLC on its acquisition of minority stake in Vajro, Inc.
Five Elms Capital Management, LLC, a leading global growth equity firm that invests in fast-growing B2B software businesses, has participated in the Series A funding round of Vajro, Inc. for US$8.5 million. Vajro, Inc., is one of the fastest growing mobile app builders for the ecommerce sector. Majmudar & Partners advised Five Elms on the Indian law aspects of this deal. The team from Majmudar & Partners was led by Partner and Head of the M&A Practice, Rukshad Davar. Husch Blackwell advised Five Elms on US law aspects.
7. Majmudar & Partners acts as Indian legal counsel to N. Harris Computer Corporation on its acquisition of Allscripts Healthcare Solutions’ (NASDAQ:MDRX) hospitals and large physician practices business
N. Harris Computer Corporation, a wholly-owned subsidiary of Constellation Software, Inc. (TSX:CSU), has signed an agreement with Allscripts Healthcare Solutions (NASDAQ:MDRX) to purchase Allscript’s hospitals and large physician practices business. The deal is valued at US$700 million, including a continent performance-linked price of up to US$30 million.
Majmudar & Partners advised on the Indian law aspects of this deal, including corporate, foreign exchange, antitrust, intellectual property and tax, and assisted in finalizing the transaction documents. The team from Majmudar & Partners was led by Akil Hirani (Managing Partner and Head of Transactions).
Press Releases
We are pleased to welcome Mustafa Kachwala as Partner, Dispute Resolution (Litigation and Arbitration) and Real Property.
4th August 2023 With a career spanning over 18 years, Mustafa is a highly accomplished and reputed lawyer having extensive expertise in the field of dispute resolution, arbitration and real property law. Mustafa brings to the table a comprehensive understanding of real property law, a knack for resolving disputes, and a deep proficiency in navigating arbitration matter.
Is crypto legal now?
15th February 2022Centre takes the first step towards legalising crypto by taxing gains at 30%. Here's what it means for investors.
Legal Developments
RBI proposes a revamp on the framework applicable to wilful defaulters
17th October 2023 Last month, the Reserve Bank of India (the “RBI”) released a draft Master Direction (the “Draft Direction”) proposing revisions to the Master Circular released in 2015 relating to wilful defaulters.Annexure
22nd August 2023 The TRAI Recommendations propose a comprehensive framework for the regulation of AI in India. Its salient features are listed below.Artificial Intelligence and Big Data regulation: Analyzing India’s emerging regulatory framework
22nd August 2023 The Telecom Regulatory Authority of India (the “TRAI”) has recently released recommendations on “Leveraging Artificial Intelligence and Big Data in the Telecommunication Sector” and has suggested that the Indian government must adopt a regulatory framework for AI that applies across sectors.SEBI allows LPs to choose the AIF investments they want to participate in
8th June 2023 In a circular issued last month (the “Circular”), the Securities and Exchange Board of India (the “SEBI”) has allowed specific investors to excuse or exclude themselves from any particular investment being made by an alternative investment funds (“AIF”) in which they have invested.INDIA’S SPACE POLICY – THE GOVERNMENT CONTINUES TO PUSH FOR MORE PRIVATE SECTOR PARTICIPATION
8th June 2023 Indian Space Research Organization (“ISRO”) issued the Indian Space Policy - 2023 (the “Space Policy”) on April 20, 2023, after it received the approval of the Union Cabinet.M&A IMPACT DUE TO CHANGES IN INDIA’S COMPETITION LAW
27th April 2023 The Indian parliament approved the Competition Amendment Act, 2023, (the “Amendment Act”) on April 11, 2023. The Amendment Act has also been published in the Official Gazette, although it is yet to come in force.NEW RBI DIRECTIONS ON BANK ACQUISITIONS IN INDIA
17th February 2023 Last month, the Reserve Bank of India (the “RBI”) introduced master directions (the “Directions”) and guidelines (the “Guidelines”) for the acquisition and ownership of shares and voting rights in banking companies. The main aim of the Directions and Guidelines is to ensure that the ultimate ownership and control of banking companies remains well diversified.India’s UGC seeks to allow foreign universities to set up Indian campuses
17th February 2023 Recently, the University Grants Commission (the “UGC”) has published the Draft University Grants Commission (Setting up and Operation of Campuses of Foreign Higher Educational Institutions in India) Regulations, 2023 (the “Draft Regulations”) proposing the establishment and operation of international branch campuses (“IBCs”) of foreign higher educational institutions (“FHEIs“) offering undergraduate and higher level programmes in India. The Draft Regulations prescribe the procedure for setting up IBCs, as well as the conditions of their operation.LEGALITY OF VOLUNTARY RESIGNATIONS IN INDIA
19th January 2023 In November 2022, Amazon initiated a voluntary separation program (“VSP”) which allowed eligible employees to resign voluntarily from employment in exchange for specific severance benefits, including twenty-two (22) weeks’ base pay, one (1) week’s base salary for every six (6) months of services, up to a maximum of twenty (20) weeks, medical insurance for six (6) months and notice period or pay in lieu of it.New SEBI Regulations Impacting Alternative Investment Funds in India
12th December 2022 The Securities and Exchange Board of India (the “SEBI”) has issued two (2) circulars, dated November 17, 2022 (the “SEBI November 17 Circular”) and November 23, 2022, (the “SEBI November 23 Circular”), respectively, in furtherance of the SEBI (Alternative Investment Funds) Regulations, 2012 (the “AIF Regulations”) to protect investor interests and to better regulate the securities market. The amendments made by the SEBI are discussed below.Decoding the Twitter V. Elon Musk Feud – What is the “Material Adverse Effect” Clause and What is it’s Impact on M&A Deals?
3rd August 2022 Mergers and Acquisitions (“M&A”) are strategic business collaborations that form an indispensable part of the corporate world. Parties have to mutually consent upon key terms and considerations regarding the target’s business before closing the deal. Legally speaking, the ongoing dispute between Twitter and Elon Musk (“Musk”) in the Delaware Chancery Court has given prominence to the contractual nuances prevalent in M&A deals with special attention on the Material Adverse Effect (“MAE”) clause. Typically, acquisition agreements include clauses which safeguard the interests of the contracting parties. One such clause is MAE, which is a ground for the acquirer to terminate a transaction on the occurrence of a materially adverse event that puts the acquirer’s commercial interest in jeopardy. Generally, a MAE clause envisages broad circumstances or events, whose adverse consequences make the transaction untenable. These may include events that have a materially adverse impact on the target business itself, or the ability of the parties to perform their obligations and consummate the transaction, or the ability of the acquirer to carry on the target’s business post-acquisition. MAE clauses are heavily negotiated and differ depending on the facts and industry requirements of each deal. While acquirers seek to retain broad definitions, sellers seek to include qualitative and quantitative constraints to protect their own interests. In the ongoing Twitter v. Musk feud, the following developments have taken place:- Musk has terminated the merger agreement to acquire Twitter by claiming that Twitter has made materially inaccurate representations (especially in relation to fake Twitter accounts), which allegedly result in a materially adverse event triggering the MAE clause.
- Twitter, on its part, has denied Musk’s claims of misrepresentation and challenged the termination. Twitter has alleged that Musk is seeking to walk away from the transaction due to a market downturn and subsequent fall in the stock price. Twitter has relied on the qualitative thresholds in the MAE clause to argue that a market downturn does not trigger the MAE clause.
- MAE clauses should be drafted with care to accurately capture the commercial intent of the parties. Boilerplate MAE clauses should be avoided.
- Termination may only be permitted if the MAE has a substantial impact on the transaction. General stock market downturns may not save the day.
- Further, the conduct of the parties between signing and closing can play a key role in determining if a MAE clause is being invoked unreasonably.
Author: Rukshad Davar, Partner and Head of M&A
WHY IT’S IMPORTANT FOR COMPANIES NOT TO IGNORE INDIA’S ANTI-CORRUPTION AND RELATED LAW
11th July 2022Background
Since the advent of globalization, enterprises have started engaging in increasingly complex cross-border transactions. In many cases, such mandates involve dealing, interfacing and obtaining approvals from government entities in foreign countries. So as to ensure transparency and fair play, governments the world over have enacted anti-bribery and anti-corruption legislations, many of which are extraterritorial in nature. Prime examples are the Foreign Corrupt Practices Act, 1988 (FCPA) and the United Kingdom Bribery Act, 2010. As a result, it has become very important for businesses to ensure that they are in compliance with the anti-corruption laws of not only their own country but also of countries where they do business.Important Lessons for Private Equity and Venture Capital Investors in India
17th May 2022 Typically, private equity and venture capital investors seek various contractual rights to protect their investments and secure their returns. In relation to private investments in public enterprises or PIPE deals, it becomes important for minority shareholders (including financial investors) to understand their statutory rights as listed below and ascertain whether their rights are well and truly enforceable.M&A TRENDS IN 2021 AND THE OUTLOOK FOR 2022
28th March 2022By: Akil Hirani, Head of the Transactions Practice & Managing Partner, and Rukshad Davar, Head of the M&A Practice, Majmudar & Partners, India