M&A Attorney in India: Navigating the Legal Landscape of Mergers & Acquisitions
Mergers & acquisitions (M&A) in India have grown more complex than ever. Businesses now face an intricate mix of legal, regulatory, tax, and ESG requirements. In this environment, a skilled M&A attorney is not a luxury but a necessity. They guide companies through transactions, safeguard their interests, and ensure smooth deal execution.
India’s booming economy reflects this trend. In the first half of 2025 alone, the deal value crossed US$50 billion, highlighting the sharp rise in mergers & acquisitions activity. With such growth, the role of an experienced merger and acquisition lawyer has become even more critical for managing risks and ensuring compliance with constantly evolving laws.
In this article, we explain the role of an M&A attorney in India, highlight the latest legal updates till September 2025, and provide practical insights for businesses pursuing M&A strategies.
Legal Updates in India Every M&A Attorney Must Know
The Indian legal landscape is changing quickly. An effective M&A lawyer must stay updated to protect clients. Below are key developments shaping mergers & acquisitions in India.
Competition Law: New Deal Value Threshold
The Competition (Amendment) Act, 2023, effective from September 2024, introduced a Deal Value Threshold (DVT). Now, any merger or acquisition worth more than INR 20 billion must be notified to the Competition Commission of India (CCI), provided the target has significant operations in India.
This rule helps the CCI review digital and technology deals that would earlier escape scrutiny. In May 2025, the CCI released updated FAQs to clarify calculations, including valuation of earn-outs and share swaps. An M&A attorney ensures accurate filing under these revised norms.
Fast-Track Mergers Expanded
The Ministry of Corporate Affairs (MCA) expanded fast-track mergers through the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025. Effective September 2025, the scope now includes:
- Unlisted companies with loans, debentures, or deposits not exceeding INR 200 crore.
- Intra-group mergers between holding and subsidiary companies.
- Mergers between fellow subsidiaries.
- Reverse flips where a foreign parent merges into its wholly owned Indian subsidiary.
With these changes, an M&A lawyer can now use quicker routes for approvals and avoid lengthy NCLT procedures.
FEMA and Foreign Investment Clarity
The Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2024, simplified cross-border mergers & acquisitions. Indian firms can now issue equity in exchange for foreign equity without prior RBI approval. This makes share swaps easier, especially for outbound investments. An M&A attorney structures such deals carefully to ensure compliance with FEMA and the Overseas Investment Rules.
SEBI Insider Trading Rules Updated
On 10 June 2025, SEBI revised insider trading regulations. The definition of Unpublished Price Sensitive Information (UPSI) now mirrors material event disclosures under Regulation 30 of the Listing Obligations and Disclosure Requirements. As a result, events like credit rating changes or fundraising are classified as UPSI. An M&A lawyer working on public company deals must ensure full compliance with these rules to prevent penalties.
Labour and Contract Labour Liabilities
The Supreme Court has reinforced the integration test for contract workers in rulings such as Air India Statutory Corporation v. United Labour Union. This means that contract labour could be treated as employees of the acquiring company. During M&A due diligence, a lawyer must review labour contracts and employment practices carefully to avoid future litigation and liabilities.
What a Merger & Acquisition Lawyer Does in the Indian Context
A merger & acquisition lawyer in India manages every stage of the process with a focus on compliance and risk reduction.
- Pre-deal due diligence: The lawyer reviews financials, legal history, liabilities, and permissions. They also check for labour risks under the integration test and confirm compliance with FEMA and FDI policies.
- Structuring and negotiation: They decide the best deal format asset purchase, share purchase, or fast-track merger—and negotiate favourable terms. Expanded fast-track rules and FEMA changes now give them more structuring flexibility.
- Regulatory compliance: The attorney manages filings with the CCI, MCA, and RBI. They also ensure compliance with the new deal value threshold and FEMA rules for cross-border deals.
- Drafting agreements: They prepare and review merger agreements, purchase contracts, confidentiality pacts, and warranties. Newer categories like labour compliance, foreign ownership, and SEBI’s UPSI disclosure requirements must be included.
- Post-deal integration: The lawyer ensures obligations are met, handles MCA filings, and resolves disputes to guarantee a smooth transition.
The M&A Process in India: Step-by-Step
- Planning and Target Screening – Identify potential targets and sign an NDA to safeguard sensitive data.
- Due Diligence – Conduct a complete review covering contracts, litigation, tax, and ESG concerns.
- Structuring and Negotiation – Choose the right structure and draft a term sheet with clear terms.
- Regulatory Approvals – File with the CCI, MCA, RBI, and SEBI where required.
- Definitive Agreements – Draft purchase or merger agreements including strong warranties and indemnities.
- Closing and Integration – Transfer assets or shares and integrate operations.
- Post-Deal Monitoring – Track compliance, resolve disputes, and fulfil ongoing obligations.
Solutions to Common Challenges
- Hidden liabilities: Deep due diligence plus robust warranties and indemnities protect against labour, tax, or environmental risks.
- Regulatory delays: Early identification of approval needs helps streamline filings and avoids bottlenecks. Fast-track routes reduce time.
- Foreign investment restrictions: A merger and acquisition lawyer structures deals using share swaps or alternative investment routes to stay compliant.
Expert Tips from a Merger & Acquisition Lawyer at Tigde Law Firm
- Involve an M&A attorney from the start to avoid legal setbacks.
- Use detailed compliance checklists for CCI, FEMA, SEBI, and labour laws.
- Negotiate strong indemnities and warranties to safeguard against future risks.
- Leverage digital tools to simplify due diligence and enhance security.
FAQs on Mergers & Acquisitions in India
Q: What is the M&A process in India?
A: It starts with planning, moves through due diligence, structuring, approvals, agreements, and ends with closing and integration.
Q: What are the recent M&A regulations in India?
A: Key updates include the new CCI deal value threshold, expanded fast-track mergers, FEMA changes for share swaps, and SEBI’s revised UPSI rules.
Q: Why is an M&A attorney essential?
A: They manage due diligence, compliance, agreements, and dispute resolution, ensuring deals close smoothly without legal pitfalls.
Conclusion: Partnering with an M&A Attorney for Success
Every merger or acquisition in India involves complex laws and multiple regulators. With constant updates to competition law, company law, FEMA, SEBI, and labour rules, businesses cannot afford to proceed without expert guidance. Partnering with a skilled M&A attorney ensures compliance, minimises risks, and maximises the chances of a successful deal.
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