How-To Guide

Introduction In M&A transactions, the buyer and the seller frequently disagree on valuation. The buyer values the target based on current performance and verified financials, while the seller prices the business based on projected growth and future potential. An earn-out clause bridges this gap by making a portion of the purchase consideration contingent upon the target achieving agreed performance milestones after the closing date. In India, earn-out provisions have become i

Introduction The Mediation Act 2023 (Act No. 32 of 2023), which received presidential assent on 14 September 2023, represents India’s first standalone legislation dedicated to mediation as a dispute resolution mechanism. With certain provisions notified on 9 October 2023, the Act creates a structured framework for pre-litigation and court-referred mediation, establishes the Mediation Council of India, and gives mediated settlement agreements the force of a court decree. For b

Introduction The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") form the backbone of corporate governance and disclosure obligations for all listed entities in India. Compliance with these regulations is not optional; missing a single filing deadline can attract penalties of Rs. 5,000 per day, show-cause notices from stock exchanges, and in severe cases, trading suspension of the company's securities. T

Corporate fraud can devastate companies financially and reputationally. When irregularities surface, conducting a thorough and legally sound internal investigation is critical, both to protect the company's interests and to comply with statutory obligations under the Companies Act, 2013. This step-by-step guide walks you through the process of investigating corporate fraud under Section 447, from the initial board resolution through evidence preservation, forensic auditing, a

Foreign businesses operating in or with India face the critical question of whether their activities create a "permanent establishment" (PE) under India's network of double taxation avoidance agreements. A PE determination has significant consequences: if a foreign enterprise is found to have a PE in India, profits attributable to that PE become taxable in India. This guide provides a step-by-step framework for identifying, evaluating, and mitigating PE risk under the major c

Indian companies exporting goods to the European Union face a rapidly evolving regulatory landscape. The EU Carbon Border Adjustment Mechanism (CBAM), which entered its definitive phase on January 1, 2026, imposes carbon pricing obligations on imported goods across six carbon-intensive sectors. The Corporate Sustainability Due Diligence Directive (CSDDD), though its first application has been postponed to July 2029 following the Omnibus I amendments, will require comprehensiv

Foreign companies with subsidiaries in India frequently need to repatriate dividends and profits to their home country. Under the Foreign Exchange Management Act (FEMA), 1999, dividends are classified as current account transactions, making them freely repatriable without prior Reserve Bank of India (RBI) approval, provided all applicable taxes have been paid and regulatory procedures are followed. However, the process involves multiple compliance steps across FEMA, the Incom

Receiving a notice from the Central Consumer Protection Authority (CCPA) can be a significant event for any business operating in India. Whether the notice relates to misleading advertisements, unfair trade practices, or product liability concerns, a well-structured response is essential to protect your business interests and demonstrate compliance. This guide provides a step-by-step approach to responding to CCPA investigations and notices under the Consumer Protection Act,

The Prevention of Corruption (Amendment) Act, 2018 introduced Section 9, which for the first time establishes direct corporate liability for bribery offences in India. A commercial organisation can now face prosecution and fines if any person associated with it bribes a public servant to obtain or retain business. The law also provides a statutory defence: if the organisation can prove that it had "adequate procedures" in place to prevent bribery, it can avoid liability. This

Introduction Technology transfer agreements are the primary vehicle through which companies bring patented inventions, proprietary know-how, trademarks, and copyrighted software into India. These agreements must navigate intellectual property law, foreign exchange controls, tax obligations, and competition regulation simultaneously. Getting the structure wrong can expose parties to void contractual clauses under the Patents Act, 1970, withholding tax disputes, or scrutiny fro

Introduction The Green Channel Route (GCR) allows certain mergers, acquisitions, and amalgamations to receive deemed approval from the Competition Commission of India (CCI) immediately upon filing, without the standard waiting period. Introduced through Regulation 5A of the CCI Combination Regulations in August 2019, the Green Channel was formally codified under Sections 6(4) and 6(5) of the Competition Act, 2002 through the Competition (Amendment) Act, 2023. The Ministry of

Introduction On 2 January 2026, the Insolvency and Bankruptcy Board of India (IBBI) notified the IBBI (Liquidation Process) (Amendment) Regulations, 2026, substituting Regulation 47B of the IBBI (Liquidation Process) Regulations, 2016. The amended Regulation 47B mandates that every liquidator must file prescribed forms, together with enclosures, on the Board's electronic platform within the timelines stipulated for each form. Through a circular dated 5 January 2026, the IBBI

Introduction Winning a foreign arbitral award is only half the battle. Converting that award into an enforceable decree in India requires navigating a specific statutory pathway under Part II, Chapter I of the Arbitration and Conciliation Act, 1996 (the "Act"). India, as a signatory to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 1958 (the "New York Convention"), has committed itself to a pro-enforcement framework, but the proce

Cartel conduct remains one of the most serious violations of competition law in India, attracting penalties of up to three times the profit earned or ten percent of turnover for each year of cartel continuation, whichever is greater. Recognizing the inherent difficulty in detecting and prosecuting cartels, the Competition Act 2002 provides a leniency mechanism under Section 46, enabling cartel participants who come forward with vital disclosures to receive reduced penalties.

Corporate transparency has become a central focus of Indian company law, particularly with the introduction of provisions targeting the identification of individuals who ultimately own or control companies. Section 90 of the Companies Act, 2013, read with the Companies (Significant Beneficial Owners) Rules, 2018 (as amended in 2019), establishes a comprehensive framework requiring companies to identify and report Significant Beneficial Owners (SBOs). This article provides a s