Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Ventures
Mohit Saraf
Partner,
Luthra and Luthra
Why M&A
q MARKET EXTENSION-
New Markets Existing Service – Bharti’s
foray into Rajasthan and Chennai
New Services Existing Markets- Bharti
purchase of Comsat (VSAT and Broadband
services)
Why M&A?
Ø Seller
Ø Shareholders Agreement
Transaction Issues (…contd.)
Subscription Agreements
q Right to subscribe based on reliance upon various
reps and warranties
q Prominent elements
Ø Title w.r.t. transferred shares
Ø Standing of Company
Transaction Issues (…contd.)
Subscription Agreements
Ø Full Disclosure of liabilities
Ø Status of proprietary assets like IP, real estate
Ø Material contracts and obligations
Ø Financial statements must reveal true and fair
picture
Ø Labour dues
Ø Environmental compliances
Ø Disclosures in listed companies- Insider Trading
Regulations
Ø
Transaction Issues (…contd.)
Subscription Agreements
q Closing Related Issues
Ø Conditions precedent to closing- govt. approvals,
shareholders approvals
Ø Indemnity
• Aggregate Liability
• De minimus
• Threshold
Ø quorum requirements
Ø affirmative list
Transaction Issues (…contd.)
Shareholders Agreement
q Transferability Restrictions
Ø Public companies vs. Private
q Liquidation Preference
Transaction Issues (…contd.)
Shareholders Agreement
q Non- Compete provisions on promoter
q Termination- if minority holding falls below
threshold
Transaction Issues (…contd.)
Due Diligence Report
q Approvals and Permissions
q Material Agreements
q Indebtedness and Lender restrictions
q Insurance
q Litigation
q Human resources and IP
Case Studies
Reliance Infocom- FLAG
q FLAG – bankrupt but sound asset base
q FLAG merged with private limited
subsidiary of Reliance Infocom
q Pivotal’s competing bid- Reliance’s strategy-
Voting agreement with Harbert and Triage.
Case Studies
Bharti- Rothschild
q 50-50 JV to exploit inadequate exploitation of
agricultural sector
q Diversification exercise prompted by
Ø favorable tax and duty regimes
Ø by availability of surplus funds
Ø HR to spare from wide scale outsourcing of own activities.
q Confined to back-end of food retailing because of
FDI limitations.
q