Introduction
In 2008, Daiichi Sankyo paid USD 4.6 billion for control of Ranbaxy. Five years later, Ranbaxy's US subsidiary pleaded guilty to seven federal felony counts and paid USD 500 million; a decade later, Daiichi was still in the Indian courts enforcing an arbitral award against the sellers. None of that was unforeseeable - it was undisclosed, and the transaction documents did not appropriately allocate the risk. Most failed and distressed acquisitions follow that pattern. Non-disclosure, underfunded indemnities, governance deadlock, integration collapse - the common root is a contractual gap. This note examines seven domains where acquirers suffer preventable losses, illustrated by Indian and cross-border case studies, and concludes with emerging clauses gaining traction in Indian deal practice. The analysis is framed from the acquirer’s perspective, with the recommendations reflecting a buy-side approach. Some of these positions may therefore be expected to attract pushback
