Deal Structuring – Practical Considerations

Abstract

In recent years, the mergers and acquisitions (M&A) landscape in India has undergone a marked transformation, both in volume and in complexity. There has been a noticeable rise in corporate transactions. This has predominantly happened due to business expansion, surge in investment and strategic mergers. This shift has moved deal-making away from just ticking regulatory boxes and ensuring compliance to a more thoughtful, strategy-driven approach to structure transactions. Where earlier, transactions were often linear and templatised, today’s transactions demand a multi-dimensional approach that balances legal risk, commercial viability, tax efficiency, and regulatory alignment. With this shift, legal advisers are now involved in shaping the structure of transactions right from the pre–term sheet stage. Structuring decisions are increasingly driven by commercial strategy, whether it is to mitigate risks, isolate regulatory exposure, facilitate future capital infusions, or enable seamless exits. These commercial strategies are to be optimised within the sector-specific regulatory frameworks, competition law thresholds, and industry licensing regimes, which exert a defining influence on the structure. Cross-border transactions add yet another layer of complexity, involving foreign exchange considerations, tax treaty navigation, and jurisdictional enforcement risks.