DOCUMENTATION AND LEGAL PROCEDURE RELATING TO MERGER ACQUISITION AND TAKEOVER

NAME-RAJNANDNI SINGH MBA(CM) SEM -3rd ROLL NO-29

MERGER AND ACQUISITION

Merger and acquisition (takeover) is an aspect of corporate finance and management dealing with the buying , selling, dividing & combing of different companies that can help an enterprise grow rapidly in its sector or location of origin without creating a subsidiary or new venture.

TYPES OF MERGER
Horizontal merger -Two companies that are in direct competition and share the same product lines and markets i.e. it results in the consolidation of firms that are direct rivals. Vertical merger- merger of firms that have actual or potential buyer-seller relationship. Conglomerate merger- generally a merger between companies which do not have any common business areas or no common relationship of any kind.

TYPES OF ACQUISITION OR TAKEOVER

Hostile Takeover- when the opposition of share is done without the consent of the management of target company. Friendly Takeover-when the purchase of share is made with the consent of management. Bail-out Takeover- when the sick company down then govt give some compensation in order to receive.

Reverse Takeover- when a public company is takeover by private company for purpose of getting listed marketed in the stock market it is called reverse takeover.

Vertical Takeover
Horizontal Takeover Conglomerate Takeover

LEGAL PROCEDURE REALTING IN MERGER & ACQUISITION

Scheme of amalgamation
Approval of board of directors of scheme.

Approved of scheme by specialized financial institution for debenture holders.

Intimation to stock exchange about proposed amalgamation. Application to court. High court directions for members meeting.

Approval of registrar of high court to notice for meeting members. Dispatch of notices to members/shareholders. Confirmation about service of the notice. Holding the shareholders general meeting and passing there solutions. Filing of resolutions of general meeting with Registrar of Companies .

Submission of report by the chairman of the general meeting to Court . Submission of Joint petition to court for sanctioning the scheme. Issue of notice to Regional Director Hearing of petition and confirmation of scheme . Filing of Court order with ROC by both the companies . Transfer of the assets and liabilities.

 Listing of the shares at stock exchange. Court order to be annexed to memorandum of transferee company. Preservation of books and papers of amalgamated Co. Withdrawal of the Scheme not permissible.

DOCUMENTATION RELATING TO MERGER ACQUISITION & TAKEOVER

We can assist you in the contractual domain for the full transaction cycle, from negotiating to drafting the letter of intent/confidentiality and exclusivity agreements/the share purchase agreement (SPA)/the representations and warranties, etc. We can perform a full legal due diligence resulting in an assessment of the main risks and provide potential solutions that reduce the risk. We can reduce your M&A administrative burden by setting up and managing a legal data room.

 we can advise you on the legal aspects of the deal structuring and handle its legal implementation, including carve-outs, (de)mergers, cash extraction mechanisms (e.g. equity strip), and putting in place intra-group agreements. We can assist/organize the closing of the deal and advise during the post-deal phase (e.g. advise on enforcement of indemnities for breach of representations and warranties or price adjustment mechanisms; action aimed at minimizing or curtailing the tax, legal, labor or other risks detected in the due diligence). We can assist you with the preparation of all board room and shareholders decisions in a view of post-acquisition restructurings.

THANK YOU