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Mergers & Acquisitions (M&A) Documentation

To Obtain Mergers & Acquisitions (M&A) Documentation, Kindly Provide the Following Details:

Documents & Details Required to Draft Mergers

1. Basic Company Information (for both merging entities)

  • Name, CIN (Corporate Identification Number)
  • Registered Office Address
  • Date of Incorporation
  • Nature of business
  • MOA & AOA of each company
  • Board of Directors’ details

2. Financial & Operational Details

  • Last 3 years’ audited financial statements
  • List of assets and liabilities
  • Current shareholding pattern
  • Number and class of shares issued
  • Details of outstanding loans or liabilities
  • Employee strength and contracts (if applicable)

3. Legal Documents

  • Certificate of Incorporation of both companies
  • Copies of PAN & TAN
  • GST registration certificates
  • Statutory licenses/approvals held
  • Existing legal contracts and litigations (if any)

4. Merger Structure & Intent

  • Type of merger (e.g., absorption, consolidation, vertical, horizontal)
  • Objective of merger (business synergy, tax benefits, expansion, etc.)
  • Proposed name of the merged entity (if applicable)
  • Proposed share exchange ratio
  • Draft business plan or strategy post-merger

5. Board and Shareholder Approvals

  • Board resolutions approving merger
  • Notices to shareholders
  • Shareholder resolution formats (special resolution)

6. Scheme of Merger/Arrangement

  • Draft scheme detailing:
    • Transfer of assets & liabilities
    • Share exchange/swapping ratio
    • Appointed date & effective date
    • Treatment of employees & contracts
    • Corporate governance of merged entity

7. Professional Certifications

  • CA certificate for valuation & share swap ratio
  • CS certificate for compliance
  • Auditor’s certificate (if applicable)

8. Other Filings & Requirements

  • Form MGT-14 (for resolutions)
  • Form NCLT-1 & other Tribunal documents (India)
  • RoC filing documents (e.g., INC-28, GNL forms)
  • Intimations to SEBI/Stock Exchange (for listed entities)
  • Intimations to creditors and statutory authorities

Documents & Details Required to Draft Acquisition Agreements

1. Basic Information of Buyer & Target Company

  • Name and CIN of both companies
  • Registered office addresses
  • Nature of business (both buyer and target)
  • Incorporation certificates
  • PAN, GST, and other tax registrations
  • Contact details of authorized signatories

2. Corporate & Governance Documents

  • Memorandum & Articles of Association (MoA & AoA)
  • Shareholding pattern of the target company
  • Board of Directors’ details and their DINs
  • Resolutions passed for acquisition approval (board/shareholders)

3. Financial Documents

  • Audited financial statements (last 3 years)
  • List of assets and liabilities
  • Loan agreements, bank liabilities, pending dues
  • Revenue and expenditure reports
  • Income tax filings and GST returns

4. Legal & Compliance Records

  • Contracts and agreements (vendor, client, employee)
  • Intellectual Property (IP) registrations (trademarks, patents, etc.)
  • Employment agreements and HR policies
  • Ongoing or potential litigations
  • Statutory licenses and permits

5. Due Diligence Report

  • A full due diligence covering financial, legal, tax, and operational aspects of the target company.
  • This helps determine risk, valuation, and deal structure.

6. Acquisition Intent & Structure

  • Whether it’s a share purchase, asset purchase, or business transfer
  • Valuation and consideration details
  • Mode of payment (cash, shares, debt instruments, etc.)
  • Draft Letter of Intent (LoI) or Term Sheet

7. Share Purchase/Asset Transfer Details

  • Number of shares to be transferred
  • Details of transferor and transferee
  • Draft Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA)
  • Conditions precedent and closing conditions

8. Regulatory Filings & Consents

  • NOC from lenders, if applicable
  • Government or sectoral authority approvals (e.g., FDI, RBI, SEBI, CCI)
  • RoC forms (MGT-14, PAS-3, SH-4)
  • Employment law compliance (if workforce is acquired)

9. Valuation & Professional Opinions

  • CA-certified valuation report
  • Legal opinion or CS compliance report
  • Auditor’s No-Objection Certificate (if applicable)

10. Post-Acquisition Plans

  • Details on integration, management changes
  • Brand continuity or change
  • Plans for employees and existing contracts

For inquiries or submission, contact us at: Email: [email protected] & Phone/WhatsApp: +91 70452 82751

1. What is M&A documentation?

M&A documentation refers to the set of legal, financial, and regulatory documents prepared during a merger or acquisition transaction. These ensure that the deal is valid, transparent, and compliant with applicable laws.

2. What are the key documents involved in M&A?

Some of the essential M&A documents include:

  • Letter of Intent (LOI)
  • Confidentiality/Non-Disclosure Agreement (NDA)
  • Term Sheet
  • Due Diligence Report
  • Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA)
  • Merger Agreement
  • Board and Shareholder Resolutions
  • Regulatory Filings (e.g., with ROC, SEBI, CCI, etc.)

3. What is a Letter of Intent (LOI)?

An LOI is a preliminary, non-binding document that outlines the intent to proceed with an M&A deal. It sets the groundwork for further due diligence and negotiation.

4. What is a Share Purchase Agreement (SPA)?

SPA is a binding legal contract that outlines the terms and conditions under which shares of a company are sold by the shareholders to the buyer.

5. What is the difference between an Asset Purchase and Share Purchase?

  • Asset Purchase: Buyer acquires specific assets/liabilities of the target company.
  • Share Purchase: Buyer acquires the entire company by purchasing its shares.
    Each has different legal, tax, and regulatory implications.

6. Is due diligence necessary in every M&A deal?

Yes. Legal, financial, and operational due diligence is critical to assess risks, liabilities, and to ensure a smooth transaction.

7. What approvals are required for M&A transactions?

Depending on the deal size and nature, approvals may be needed from:

  • Board of Directors
  • Shareholders
  • Sectoral regulators (RBI, SEBI, CCI, etc.)
  • Registrar of Companies (ROC) under Companies Act, 2013

8. How long does an M&A process take?

On average, an M&A deal can take 2–6 months, depending on:

  • Complexity of the transaction
  • Due diligence findings
  • Regulatory approvals and negotiation time

9. Can Landmark Consultancy Services assist with M&A documentation?

Yes! Landmark provides end-to-end support for M&A documentation, including:

  • Legal drafting and review
  • Due diligence reports
  • Regulatory filings and compliance
  • Advisory on deal structure and valuation

10. Are M&A documents confidential?

Absolutely. Most M&A transactions begin with a Non-Disclosure Agreement (NDA), and all documents are handled with strict confidentiality.