Mergers & Acquisitions Counsel, Built for Cross-Border Deals
LawCrust runs the legal execution side of M&A across India, the UAE, the USA, and global corridors: deal structuring, due diligence, transaction documentation, regulatory approvals, closing, and post-merger integration. On every deal type: share purchase, asset and slump sale, scheme of arrangement, carve-out, joint venture, distressed acquisition, and cross-border flip. Cross-border is the practice we are built around, with corridor desks for the deals other firms hand off.
Scope of Work
What We Deliver Under Mergers & Acquisitions.
The named, recurring work an enterprise client engages us for in this practice. Adjacent matters are common, scoped on the call.
- Deal strategy and structuring: share purchase, asset and slump sale, scheme of arrangement, share swap, MBO/LBO, and cross-border flip, chosen for tax, regulatory, control, and liability outcomes
- Red-flag and full-scope legal due diligence on India, UAE, and US targets, ALSP-augmented on multi-entity deals, with executive-grade red-flag reporting
- Transaction documentation: SPA, SSA, SHA, BTA and slump-sale documents, JV agreements, disclosure letters, conditions precedent, and closing deliverables
- Earn-out, indemnity, holdback, escrow, and working-capital mechanics, plus W&I insurance support and broker coordination
- Regulatory approvals: CCI merger control, FDI and ODI route mapping under FEMA, MCA/ROC filings, NCLT schemes of arrangement, and SEBI Takeover Code for listed targets
- Virtual data room setup and ALSP transaction operations: high-volume review, abstraction, and closing-checklist management
- Carve-outs, demergers, and separation planning, with transitional service agreements so the carved-out business runs from day one
- Cross-border corridor desks: India-USA (including Delaware vehicles), India-UK, India-Singapore, and India-UAE (including DIFC/ADGM), coordinated with local-qualified counsel
- Distressed and IBC acquisitions: resolution-plan route, pre-packs, and Section 32A clean-slate structuring
- 100-day post-merger legal integration: contract novation, license transfers, employment transition, and governance realignment
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About the app →How we compare
The Difference Is the Operating Model, Not Just the Price.
| Transaction variable | Traditional law firms | Investment-bank-only models | Standard consultants | The LawCrust way |
|---|---|---|---|---|
| Coverage | Drafting and closing support. | Valuation and deal economics. | Process, light on legal depth. | End-to-end legal execution lifecycle: diligence, documentation, regulatory, and integration. Deal economics and strategic advisory sit with group brand Solvencis. |
| Cross-border | Dependent on ad-hoc foreign-counsel coordination. | Limited regulatory and governance depth. | Limited international reach. | Coordinated India-side execution across live corridors, with local-qualified counsel. |
| Scalability | Not built for high-volume diligence. | Limited legal-operations support. | Limited execution capacity. | Dual-engine Counsel + ALSP for scalable diligence, VDR, and closing operations. |
| Risk | Reactive identification of defects. | Focused on commercial viability. | Check-the-box. | Diligence-driven risk mapping, regulatory sequencing, and post-closing stabilisation. |
Who it's for
The Buyer Profile.
Strategic acquirers and corporate groups; private equity, venture capital, and institutional investors running platform deals and add-ons; founders and sellers managing exits, acquihires, and divestitures; foreign multinationals entering India; family businesses in succession-driven restructuring; and distressed and special-situation buyers. We act buy-side or sell-side, never for both sides of the same transaction.
Regulators & Frameworks
Bodies and frameworks we operate under.
- CCI
- SEBI (SAST / LODR)
- RBI / FEMA
- MCA / ROC
- NCLT
- IBC
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Strategic Acquirers & Corporate Groups
Domestic and cross-border acquisitions, market-expansion deals, vertical integration, and multi-entity restructuring.
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Private Equity, Venture Capital & Institutional Investors
Platform deals, portfolio add-ons, buy-side diligence, minority-stake protection, and exit support, with managed-diligence capacity for tight timelines.
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Founders & Startup Ecosystems
Founder exits, acquihires, ESOP transition, secondary sales, and strategic exits.
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Sellers & Divesting Groups
Sell-side process management, subsidiary and product-line divestitures, and protection on reps, warranties, and escrow exposure.
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Foreign Multinationals Entering India
Inbound acquisitions, India targets, carve-outs of Indian operations, and FEMA/RBI-compliant entry structures.
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Family Businesses & Conglomerates
Succession-driven restructuring, holding-company reorganisation, asset consolidation, and inter-generational transition.
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Distressed Businesses & Special Situations
IBC-led acquisitions, stressed-asset purchases, NCLT-driven restructuring, and resolution-plan advisory.
What we execute
Named Matter Types, and What We Run on Each.
Share Purchase (SPA)
Full execution, diligence, CP management, and closing for private-company acquisitions.
Share Subscription (SSA)
Primary investment rounds, growth capital, and drop-down investments into portfolio companies.
Asset / Business Transfer & Slump Sale
BTA and slump-sale structuring where buyers want assets without the target liability history.
Merger & Amalgamation (Scheme)
NCLT-driven schemes of arrangement, including group consolidations.
Demerger, Spin-Off & Carve-Out
Separating a business line, division, or subsidiary, with transition and shared-services arrangements.
Joint Ventures & Strategic Alliances
Equity and contractual JVs, control and deadlock mechanics, exit waterfalls, and SHA negotiation.
MBO / LBO
Management and leveraged buyout structures, including security and inter-creditor arrangements coordinated with lenders.
Share Swap & Stock-for-Stock
Consideration structured in equity rather than cash, with valuation and SEBI/FEMA alignment.
Cross-Border Flip / Redomiciliation
Moving a holding company between India and the USA, UAE, or Singapore, structured for tax and FEMA compliance.
Inbound (Foreign Acquirer into India)
FDI route mapping, entity setup, FEMA pricing compliance, and India-side execution.
Outbound (Indian Acquirer Abroad)
ODI structuring under FEMA, coordinated with local-qualified counsel in the target jurisdiction.
Distressed / IBC Acquisitions
Resolution-plan route, pre-pack, and stressed-asset purchases, including the clean-slate protection under Section 32A of the IBC.
Public / Listed M&A
SAST open-offer triggers, delisting, and SEBI disclosure timing.
Critical areas
Where Deals Break, and How We Solve Them.
Governance & founder risk
Founder disputes during exits, shareholder deadlocks, cap-table and ESOP inconsistencies, undocumented share transfers, and hidden beneficial ownership. We surface these in diligence and resolve them before they price into, or break, the deal.
Hidden liabilities and value risk
Contingent litigation, unprovisioned tax demands, related-party exposure, defective title, and unassigned IP. We surface them in diligence, then price them into indemnities, holdbacks, escrow, or W&I cover rather than letting them detonate after closing.
Change-of-control and consent triggers
Material customer, lender, lease, and license agreements that terminate or require consent on a change of control. We map these early so they become conditions precedent, not closing-day surprises.
Regulatory deal-breakers and gun-jumping
The CCI merger-control regime is suspensory: integration steps before clearance carry gun-jumping exposure. We assess notifiability up front, manage the filing, and sequence FDI, sectoral, and NCLT approvals so the timeline holds.
Consideration mechanics and post-closing disputes
Earn-outs are the single most-litigated deal term. We draft measurable, dispute-resistant earn-out, holdback, and escrow mechanics, and align W&I cover to the indemnity gaps it is meant to close.
Cross-border tax and FEMA leakage
Capital-gains characterisation, treaty/DTAA positioning, indirect-transfer exposure, GAAR, transfer pricing, FEMA pricing guidelines, and remittance restrictions, structured ahead of signing in coordination with tax counsel.
Enforcement exposure
Where a deal structure draws scrutiny from the SFIO, ED, MCA, or Income Tax authorities, we manage the response strategy, with representation handled by panel advocates under our oversight.
Integration that was never planned
Most value erosion happens after closing. Our 100-day plan turns the signed deal into transferred contracts, migrated IP and data, transitioned employees, and live licenses.
Engagement & retainer models
Structured, Scoped Models Instead of Open-Ended Hourly Billing.
Transaction Counsel Retainer
Senior deal counsel for a specific acquisition, divestiture, or investment.
PE / VC Transaction Desk
Standing capacity for sponsors running multiple deals and add-ons.
Cross-Border M&A Desk
Ongoing international transaction and corridor support.
Due Diligence ALSP Desk
Managed, scalable diligence for high-volume or multi-entity targets.
Post-Merger Integration Desk
Dedicated 100-day and integration-continuity support.
How we engage
From Scoping Call to First Deliverable.
- 01
Scoping call
A 30-minute conversation to understand your matter, jurisdictions, and operating cadence. Initial calls are nominal.
- 02
Engagement letter
Scope, fees, escalation paths, and SLAs in writing within 2-5 business days.
- 03
Onboarding
Secure document handover, system access, named counsel allocated.
- 04
Delivery & reviews
Deal-timeline drumbeat for live transactions; monthly cadence and quarterly reviews on retained mandates.
Procurement-ready
Built to Clear Your Procurement Desk.
Committed response standard
Urgent deal matters acknowledged within 2 hours via tech-driven intake; document turnaround scoped at intake against your deal calendar.
Confidentiality & conflicts
Formal conflict checks before onboarding, executed NDAs/DPAs before substantive work, encrypted handover, and secure data-room environments.
Vendor onboarding
Procurement, KYC, audit, and vendor documentation, including financial statements, certificates of insurance, and DPAs, available to GCs and procurement leads on request.
Delivery model
Diligence, drafting, ALSP review, and integration delivered by LawCrust; court and tribunal representation through panel advocates under our oversight, BCI-compliant; strategic parent-group deal advisory through Solvencis.
Mergers & Acquisitions, Frequently Asked
Questions buyers ask before engaging.
Do you handle cross-border M&A?
Yes, it is our core. We coordinate India-side execution with international counsel across the India-UAE, India-UK, India-USA, and India-Singapore corridors. Strategic parent-group deal advisory sits with our group brand Solvencis; LawCrust delivers the diligence, drafting, regulatory approvals, and integration.
How long does a typical legal due diligence take?
A red-flag report on a mid-market target is typically delivered in 10-15 business days. Full-scope diligence with confirmatory work runs 4-6 weeks depending on data-room readiness and scope. ALSP-augmented review with a managed reviewer team can compress timelines on multi-entity targets.
Can you act on both buy-side and sell-side?
Yes, on different deals. We do not represent both sides on the same transaction. Conflict checks are run at intake and any time scope expands.
Do you advise on distressed acquisitions?
Yes. We execute acquisitions through the IBC resolution-plan route, including Section 32A clean-slate structuring and pre-pack transactions, coordinated with our Insolvency & Restructuring desk and with NCLT representation through panel advocates under our oversight.
Who handles the foreign-law side of a cross-border deal?
Foreign-law advice and counterparty-jurisdiction representation are delivered in coordination with local-qualified counsel. LawCrust holds the India-side execution and overall deal coordination, including FEMA compliance, CCI filings, and cross-border consideration and escrow mechanics.
Do you support W&I insurance?
Yes. We structure the indemnity package, coordinate with W&I brokers and underwriters, and align cover to the diligence findings so the policy closes the gaps it is meant to close.
Can you do carve-outs and TSAs?
Yes. We structure the separation, draft the demerger or asset-transfer documents, and put transitional service arrangements in place so the carved-out business runs from day one.
General questions on engagement, security, and procurement live on the FAQ page.
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Bring Us the Mergers & Acquisitions Matter.
First conversation is nominal. Engagement letter in 2-5 business days. NDAs / DPAs returned within two business days.
