Asset or Shares? How Should Cross-Border M&A Into India Be Structured?

Every cross-border acquisition involving India begins with one structural decision: buy the assets, or buy the shares. The choice is often treated as a tax question, but it determines which liabilities the buyer inherits, whether employees transfer, the stamp duty and GST bill, the corporate approvals required, and even which clauses an Indian court will enforce. Between 2023 and 2026 the ground shifted materially: a new deal value threshold in merger control, recalibrated FDI rules for land-border investors, and two Supreme Court judgments that reset the law on treaty shopping and on enforcing foreign arbitral awards. This playbook maps the framework as it stands in mid-2026.

One Choice, Three Consequences: Structure, Liability, People

In an asset purchase agreement (APA), the buyer acquires only the assets it identifies and assumes only the liabilities it expressly agrees to take. The selling entity survives, retaining everything excluded. In a share purchase agreement (SPA), the buyer acquires the company itself, and with it every asset, contract, right and liability, disclosed or not. An APA isolates the buyer from unknown exposures but demands a painstaking transfer of each asset, contract and consent; an SPA delivers operational continuity in one instrument but imports the target's entire history.

The isolation an APA offers is not absolute: environmental, employment and tax liabilities can attach to the assets themselves. Section 25FF of the Industrial Disputes Act 1947 is the standing trap for both structures: where a transfer of an undertaking covers workmen, the transferred employees may be treated as retrenched by the original employer and become entitled to statutory retrenchment compensation unless the buyer offers continuity on terms no less favourable. This operates whether or not the purchase agreement addresses it. Provident fund accounts are portable and restart with the buyer, while unfunded gratuity accruals stay with the seller unless expressly assumed; both belong in the diligence model.

Slump Sale Is a Defined Term, Not a Synonym for Asset Deal

Indian law separates the itemized asset sale from the "slump sale". Section 2(42C) of the Income Tax Act 1961 defines a slump sale as:

The transfer of one or more undertakings as a result of the sale for a lump sum consideration without values being assigned to the individual assets and liabilities in such sales.

Explanation 2 clarifies that values determined solely for stamp duty or registration purposes do not count as assigning values to individual assets. The drafting consequence is binary: if the APA prices asset by asset, it is an itemized sale even if a total price is also stated; if slump sale treatment is intended, the agreement must recite a single lump sum for the undertaking as a whole, with schedules marked as descriptive only. Under Section 50B, slump sale gains are computed as sale consideration minus the undertaking's net worth (written-down value of depreciable assets plus book value of other assets, less book-value liabilities), certified by a chartered accountant's report. Where the undertaking has been held for more than 36 months the gain is taxed as a long-term capital gain, though without indexation.

Corporate Authorisations and the Statutory Routes

An Indian seller disposing of the whole, or substantially the whole, of an undertaking needs a special resolution (75 per cent of shareholders voting) under Section 180(1)(a) of the Companies Act 2013, with the resolution filed with the Registrar of Companies within 30 days. Buyers should insist on seeing that resolution as a condition precedent: an APA signed on board authority alone is vulnerable. Section 186 limits on inter-corporate loans and investments can also bite where seller financing features in the structure.

Beyond APA and SPA sit the statutory routes. A scheme of merger or arrangement under Sections 230 to 232 of the Companies Act requires National Company Law Tribunal (NCLT) sanction: board approval of the scheme, tribunal-convened meetings, approval by three-fourths in value of members and creditors voting, sanction, and filing with the Registrar. The process takes four to six months at a minimum and often longer, but delivers automatic transfer of contracts and continuity of employment that an APA can only replicate consent by consent. Section 234 extends the scheme route to cross-border mergers between Indian and foreign companies, supported by dedicated FEMA cross-border merger regulations, though consummated deals and NCLT jurisprudence under it remain sparse. Where a scheme crosses competition thresholds, Competition Commission of India (CCI) approval runs as a parallel track and must be in hand before closing.

The Regulatory Gauntlet

Cross-border deals are gated by up to five regulators: the RBI and DPIIT under the Foreign Exchange Management Act 1999 (FEMA), the CCI, SEBI for listed targets, the NCLT for scheme routes, and sectoral regulators. Build a four-to-seven-month base-case timeline and sequence the approvals into the conditions precedent.

FEMA and FDI Policy: Entry Routes, Pricing Floors, Border Screening

Foreign investment enters either on the automatic route (no prior approval, subject to sectoral caps and conditions, with post-facto reporting) or the government route. Caps under the Consolidated FDI Policy 2020 still vary sharply: telecom and insurance now permit 100 per cent (insurance raised from 49 per cent in 2024, subject to IRDAI approval), defence runs 49 to 74 per cent on the government route, multi-brand retail sits at 51 per cent with approval, broadcasting at 20 to 26 per cent, and private banking caps aggregate foreign investment at 74 per cent with a 10 per cent ceiling on any single non-promoter entity.

Press Note 3 of 2020 remains the geopolitical filter:

An entity of a country, which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, can invest only under the Government route.

Press Note 2 of 2026 (15 March 2026), operationalised by the FEMA (Non-Debt Instruments) Amendment Rules 2026 from 1 May 2026, recalibrates this: non-controlling stakes below 10 per cent beneficial ownership from land-border countries may now proceed on the automatic route with enhanced reporting, specified manufacturing sectors qualify for a 60-day expedited approval track, and "beneficial ownership" is now aligned with the Prevention of Money Laundering Act 2002 definition, meaning ultimate control counts irrespective of nominal shareholding. Anything at or above 10 per cent, or any change in beneficial ownership traceable to a land-border country, still needs government approval, and certain high-risk jurisdictions remain fully gated. The practical effect is a modest easing paired with more rigorous ownership tracing.

FEMA also polices price. Under the Non-Debt Instruments Rules 2019, when a non-resident acquires shares from a resident the price must not fall below fair market value: for listed companies, a floor keyed to the SEBI-regulated formula price; for unlisted companies, fair value certified by a SEBI-registered merchant banker or chartered accountant using internationally accepted methodology (discounted cash flow, net asset value, comparable-company multiples or book value). There is no upper cap, but a manifestly low price invites the RBI to direct recomputation, with transfer pricing scrutiny under Section 92C running in parallel; valuation certificates should justify the consideration against more than one methodology.

Reporting is unforgiving. All foreign investment transactions flow through the RBI's FIRMS portal via the Single Master Form:

Late or missing FC-TRS filings attract penalties of 2 per cent of the transaction value or INR 5 lakh, whichever is higher, and cloud title to the transferred shares. Outbound, Indian acquirers face the overseas investment ceiling of 400 per cent of net worth, which the RBI clarified in August 2025 aggregates direct and indirect commitments; external commercial borrowings (a framework overhauled in February 2026) can fund acquisitions but carry minimum-maturity conditions of three to five years, all-in cost ceilings and end-use restrictions excluding real estate and short-term deployment. Sale proceeds repatriate to a non-resident seller only through an authorised dealer bank, net of withholding, supported by Forms 15CA/15CB.

CCI Merger Control: The Deal Value Threshold Changes the Game

Under Section 5 of the Competition Act 2002, as amended by the Competition (Amendment) Act 2023 and its 2024 implementing regulations, notification is mandatory where the parties' combined assets in India exceed INR 2,500 crore or combined turnover exceeds INR 7,500 crore, or where the acquirer's group crosses INR 10,000 crore in assets or INR 30,000 crore in turnover in India. Parallel worldwide tests (from USD 1.25 billion in combined assets or USD 3.75 billion in turnover, rising at group level, each with a minimum India component) capture globally large parties with an Indian nexus.

The structural novelty, effective 10 September 2024, is the deal value threshold: any transaction valued above INR 2,000 crore must be notified if the target has "substantial business operations in India", meaning Indian turnover or gross merchandise value of at least 10 per cent of the global figure and above INR 500 crore, or, for digital businesses, 10 per cent or more of global users in India. The target is asset-light digital acquisitions, such as the INR 3,485 crore Zomato–Blinkit combination, that once slipped past the balance-sheet tests. Critically, the de minimis exemption, which spares deals where the target's Indian assets do not exceed INR 450 crore or turnover INR 1,250 crore, does not rescue a transaction caught by the deal value threshold.

Process matters as much as jurisdiction. The 2023 amendments compressed review to a 150-calendar-day outer limit: the CCI has 30 calendar days to form a prima facie view, failing which the combination is deemed approved, and any Phase II investigation must conclude within the 150-day envelope (subject to clock stops). Filings go in on Form I (fee INR 30 lakh) or, where post-combination shares exceed 15 per cent in a horizontal market or 25 per cent vertically, the long-form Form II (fee INR 90 lakh). Combinations with no horizontal overlap, vertical relationship or complementarity can use the green channel and stand deemed approved on filing, but the CCI's first rescission of a green channel approval came in 2025 after overlaps were misdeclared: the self-certification is not a formality. The Act's standstill obligation bars closing before clearance; gun-jumping attracts monetary penalties and, in serious cases, unwinding.

SEBI: Listed Targets Bring the Takeover Code

Acquiring 25 per cent or more of the shares or voting rights in a listed company (or control, by whatever shareholding) triggers a mandatory open offer for at least a further 26 per cent under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Holders between 25 and 75 per cent may "creep" up by 5 per cent per financial year through market purchases without an offer, with no netting-off of sales. The offer price floor is keyed to the highest price the acquirer paid in the preceding 26 weeks, or a merchant-banker formula for infrequently traded shares; SEBI refined the pricing formula in May 2024 and a December 2025 amendment added an independent valuation requirement. The choreography is tight: immediate public announcement on triggering, a detailed public statement within five working days, a 20-trading-day offer period, and payment within ten working days of closure. Exemptions cover inter-se transfers among persons acting in concert disclosed for three years, rights and bonus entitlements, passive buy-back increases cured within 90 days, and case-by-case SEBI dispensation. Insider trading discipline applies from the moment the target is identified (trading windows close, unpublished price sensitive information is ring-fenced), and crossing 90 per cent brings the delisting regulations into play.

Sectoral Regulators: The Slowest Gate Sets the Pace

Tax: The Silent Deal-Shaper

A non-resident seller of Indian shares faces Indian capital gains tax. Shares held beyond 24 months (36 for most other assets) yield long-term gains, taxed in a 10 to 20 per cent band depending on asset class and regime; short-term gains are taxed at slab or corporate rates, effectively around 35 to 40 per cent for non-residents with surcharge and cess. Successive Finance Acts (2020 and 2024) and Budget 2026 have progressively curtailed indexation, reworked rate schedules and recalibrated buyback taxation to narrow its advantage over secondary sales, so exit economics must be re-run on current law at signing. On-market sales attract securities transaction tax at 0.1 per cent on delivery-based equity trades, and STT-paid shares enjoy concessional long-term treatment.

The buyer's exposure is withholding. Section 195 obliges the buyer to deduct tax from the consideration paid to a non-resident seller, at rates up to 35 to 40 per cent absent treaty relief and typically 10 to 15 per cent with it, to file Forms 15CA/15CB, and to deposit the tax within seven days of the following month-end. Failure attracts interest, penalties and expense disallowance. The withholding clause, gross-up and tax indemnity are therefore among the most negotiated provisions in any cross-border SPA.

Indirect Transfers and the End of Paper Residency

India taxes offshore deals that are Indian in substance. Under Explanation 5 to Section 9(1)(i), inserted by the Finance Act 2012 with retrospective effect from 1962, shares of a foreign company are deemed situated in India if they derive substantial value from Indian assets: 50 per cent or more of total asset value, with the Indian assets exceeding INR 10 crore, tested at the prescribed valuation date. Only the proportion attributable to India is taxed (Rule 11UC and Explanation 7), and small shareholders, broadly those holding under 5 per cent, are exempt. A Singapore-to-Singapore share sale can therefore still produce an Indian tax bill.

Treaty relief survives, but on conditions. The India–Mauritius and India–Singapore treaties were amended in 2016 so that gains on investments acquired from 1 April 2017 are taxable in India, with earlier acquisitions grandfathered. In Tiger Global International Holdings v. Union of India (15 January 2026), the Supreme Court upheld taxation of a Mauritius vehicle's indirect transfer of shares in a Flipkart subsidiary despite a valid tax residency certificate:

A Tax Residency Certificate (TRC) alone is not sufficient to avail benefits under the DTAA. Reliance upon treaty benefits without substantial commercial activity in the treaty country may lead to denial of relief under General Anti-Avoidance Rules (GAAR).

The Court also signalled that grandfathering does not immunise structures where the tax benefit arises after April 2017 and substance is missing. Post-Tiger Global, treaty relief demands the full stack: TRC and Form 10F, beneficial ownership in the treaty state, compliance with the principal purpose test under the Multilateral Instrument, and demonstrable substance in the treaty jurisdiction: board decision-making, banking and records. GAAR (Sections 95 to 102) sits above all of it.

GST and Stamp Duty: Structure-Dependent Costs

Share transfers are dealings in securities and sit outside GST. An itemized asset sale attracts GST at 18 to 28 per cent depending on classification, while a transfer of a business as a going concern is nil-rated under the CGST framework. The income-tax concept of slump sale and the GST concept of going concern are distinct tests: a transaction can satisfy one and not the other, and departmental positions on going-concern eligibility still vary by state, so both must be engineered deliberately.

Stamp duty divides sharply by structure. Since 1 July 2020, transfers of shares, in demat or physical form, attract a uniform 0.015 per cent of consideration under the amended Indian Stamp Act, collected through the exchanges, depositories and the Stock Holding Corporation of India and remitted to states, replacing the earlier patchwork of state rates that ran as high as 0.25 per cent. Asset deals enjoy no such uniformity: immovable property attracts state-wise duty plus registration fees, roughly Delhi 4 per cent plus 1, Maharashtra 5 plus 1, Karnataka 5 plus 2, Tamil Nadu 6 plus 2, Uttar Pradesh 7 plus 1, Gujarat 3 to 4 plus up to 1, and West Bengal 6 plus 2, while movables are nominal and goodwill typically 0.5 to 1 per cent. Slump sale instruments are often stamped on the aggregate consideration, but some states insist on asset-wise assessment, so multi-state APAs need state-by-state stamping opinions.

The Agreement: Clause-by-Clause Risk Allocation

Price Mechanics and Earn-Outs

Cross-border SPAs price on one of two mechanisms. A locked box fixes the price off a historical balance sheet date, gives the seller certainty and speed, and leaves interim deterioration with the buyer; completion accounts true up working capital, net debt and tax at closing, allocate the interim risk fairly, and generate three to six months of post-closing accounting argument. Indian practice runs locked box for clean technology targets and speed-focused cross-border deals, completion accounts for infrastructure, real estate and manufacturing. Earn-outs are enforceable if the trigger is objective (EBITDA, revenue, retention), the calculation adjusts for accounting and structural changes, and disputes go to a binding independent expert; the buyer owes an implied obligation to run the business in good faith rather than manage the metric downward, and the seller's rights should expressly survive any onward sale of the target.

Warranties, Indemnities and the Insurance Alternative

SPA warranty suites run wider than APA suites because the buyer absorbs the whole entity: from title, capitalisation and accounts through contracts, litigation, IP, tax, employment, environmental, data protection and related-party dealings, each disciplined by materiality thresholds and tightly defined knowledge qualifiers. The indemnity architecture is where the money moves. Market practice tiers survival: 12 to 24 months for operational warranties, three years or the statutory period for tax, three to five for environmental, with fundamental warranties (authority, title) surviving indefinitely and fraud uncapped. Baskets come in two designs, and the difference is real cash: a tipping basket (market median around 0.5 per cent of price) makes the seller liable from the first rupee once crossed, while a true deductible pays only the excess. Aggregate caps generally land between 5 and 15 per cent of consideration, clustering at 10 to 15 per cent, with fundamental and tax claims often capped at the full price. Escrows of 10 to 20 per cent held for 12 to 36 months secure the tail; in cross-border deals the escrow must itself be FEMA-compliant, held with an authorised dealer bank with the parties as joint depositors, and treated by the RBI as blocked pending claim resolution.

Warranty and indemnity insurance increasingly substitutes for the seller's covenant: adoption in India-related deals above USD 100 million is reported at 60 to 70 per cent, against 30 to 40 per cent in the mid-market. Cover typically spans 5 to 30 per cent of price, premiums run from under 1 per cent to about 4 per cent of the insured limit depending on sector risk, and fraud, known issues and identified tax items are excluded, so the policy supplements rather than replaces diligence.

MAC Clauses

Material adverse change clauses give the buyer a signing-to-closing exit, but only if drafted quantitatively. Market definitions carve out general economic and political conditions, changes in law and accounting standards, pandemics and natural disasters (unless disproportionately affecting the target) and failure to meet projections standing alone, and peg materiality to an objective threshold, commonly a 10 to 20 per cent hit to EBITDA or revenue or a durable loss of key customers. Courts scrutinise MAC invocations closely to prevent disguised price renegotiation, and Indian jurisprudence remains thin, which argues for precision, a defined measurement methodology and an express burden of proof.

Non-Compete Covenants: Draft Against Section 27

Section 27 of the Indian Contract Act 1872 is blunter than most foreign buyers expect:

Every agreement by which anyone is restrained from exercising a lawful profession, trade or business of any kind, is to that extent void.

The sole statutory exception protects a buyer of goodwill, who may restrain the seller within reasonable local limits. The Supreme Court in Superintendence Company of India v. Krishan Murgai, (1981) 2 SCC 246, held that post-termination restraints are void under Section 27 even if partial or reasonable, and the Delhi High Court reaffirmed the line in Varun Tyagi v. Daffodil Software Pvt. Ltd., FAO 167/2025 (decided 25 June 2025): post-termination employment restraints fail unless they genuinely protect confidential information or proprietary interests. In the commercial setting, Percept D'Mark (India) Pvt. Ltd. v. Zaheer Khan, (2006) 4 SCC 227, is the leading modern authority on covenants operating beyond a contract's term, and the case law treats covenants given by the seller of a business more indulgently than those binding employees, weighing the reasonableness of area, duration and business scope; courts also apply a blue-pencil approach, severing overbroad language to save a reasonable core. The drafting playbook follows: recite the goodwill sale expressly, confine the covenant to named customers or territories and six to twelve months (multi-year, industry-wide restraints rarely survive), and layer enforceable confidentiality and non-solicitation covenants, or paid garden leave (employment rather than restraint), underneath the non-compete rather than relying on it.

Consents and Conditions Precedent

In an APA every material contract must move by assignment or novation, and change-of-control clauses convert an SPA's automatic continuity into a consent exercise too. The consents schedule, with status tracking and a seller indemnity for losses from consents not obtained, belongs in the first draft, not the last. Standard cross-border conditions precedent bundle the regulatory clearances (FEMA or government approval, CCI, SEBI, sectoral), tax clearances under Section 281 of the Income Tax Act, title and IP verification, employee-transfer formalities and no-litigation confirmations, with long-stop dates calibrated to the four-to-seven-month approval runway and extension rights of 90 to 180 days.

Diligence Where Cross-Border Deals Actually Fail

Inbound diligence starts with the target's FEMA history: missing FC-GPR or FC-TRS filings and skipped FLA returns accrue penalties and complicate title, and any historical investment whose beneficial ownership traces to a land-border country without the approval Press Note 3 required leaves the structure voidable, a defect no indemnity fully cures. Beneficial ownership tracing now doubles as sanctions screening, with KYC documented at every layer of the chain. Transfer pricing files for related-party flows need arm's-length support under Sections 92 to 92F, with any advance pricing agreement checked for change-of-control sensitivity. Employment diligence covers POSH compliance, provident fund and ESI arrears (inherited wholesale in an SPA), and unfunded gratuity and leave liability. IP diligence demands executed assignment deeds, work-for-hire agreements and, for software targets, an open-source audit. Encumbrance searches should run through both the CERSAI security-interest registry and Registrar of Companies charge filings; the Digital Personal Data Protection Act 2023 makes the deal's data-transfer and consent architecture a compliance question in its own right; and environmental audits remain essential for manufacturing assets.

After Closing: The Compliance Tail

Completion begins a filing calendar. Form FC-TRS must reach the RBI through the authorised dealer bank within 60 days of the share transfer, on pain of the 2 per cent penalty and title complications; the rules place the onus on the resident party, so the agreement should allocate the obligation and back it with an indemnity. The instrument of transfer, Form SH-4, must be delivered to the company duly stamped within 60 days of execution, and the transfer binds the company only on registration: Mannalal Khetan v. Kedar Nath Khetan treats the transfer formalities as mandatory, LIC of India v. Escorts Ltd. confirms ownership is not perfected against the company until registration, and Vardhaman Publishers v. Mathrubhumi Printing & Publishing holds that an unstamped instrument cannot support registration at all. Special resolutions ride to the Registrar on Form MGT-14 within 30 days. An asset buyer continuing the business needs fresh GST registration within 30 days, with input-credit consequences if going-concern treatment fails, and IP assignments should be recorded with the registries promptly, since unrecorded assignments weaken enforcement. Listed-company acquirers add exchange disclosures on crossing 5 per cent (two trading days) and the takeover code's offer documentation. Transitional services agreements, typically three to six months at cost-plus 10 to 15 per cent, keep IT, payroll and finance running while integration lands.

Disputes: Seat Selection Is Risk Allocation

Cross-border parties overwhelmingly choose arbitration over Indian litigation: a neutral seat, confidentiality, an 18-to-24-month horizon against multi-year court timelines, and New York Convention enforceability. SIAC is the default seat for India deals, LCIA and ICC follow for European and very large transactions, and budgets run in crores rather than lakhs. Seat choice has doctrinal teeth: an India-seated award is exposed to the broader set-aside grounds of Section 34 of the Arbitration and Conciliation Act 1996, while a foreign-seated award meets Indian courts only at the enforcement stage under Part II, where Section 48 objections are narrow. Governing law needs equal care. Foreign law may govern the contract, but Indian mandatory law, Section 27 on restraints, labour, environmental and competition law, applies regardless, so a non-compete valid under English law can still fail in India; the market answer is a hybrid clause applying foreign law to the contract, Indian law to the transfer of Indian assets, and acknowledging Indian mandatory provisions.

Enforcement risk has receded. In PI Opportunities Fund I v. Nagaraj V. Mylandla (Supreme Court, 25 March 2026), the Court barred relitigation of issues already decided by the seat court:

When an arbitral seat court has already decided a specific issue on the merits, an Indian enforcement court cannot reopen that issue on the grounds of "public policy." The doctrine of transnational issue estoppel prevents relitigation of factual and contractual issues already adjudicated.

Foreign awards from established seats now enforce in India in roughly 12 to 18 months unless a genuine public-policy violation appears. Foreign court judgments enjoy no such passport: only judgments from notified reciprocating territories execute directly under Section 44A of the Code of Civil Procedure, and anything else supports only a fresh suit, a multi-year detour that is itself the strongest argument for arbitrating.

Practical Takeaways

• Choose structure by liability and tax posture: APA for asset-heavy targets with identified exposures, SPA plus W&I insurance for clean IP-heavy targets, slump sale where the seller wants Section 50B treatment, itemized APA where the buyer wants a depreciation step-up. If slump sale is intended, recite one lump sum, assign no asset-wise values, and obtain the seller's Section 180(1)(a) special resolution as a condition precedent.
• Sequence approvals into a four-to-seven-month runway: FEMA (three to eight weeks automatic, eight to sixteen on the government route), CCI (30-day deemed approval, 150-day outer limit), SEBI choreography for listed targets; the slowest sectoral regulator sets the pace. Test the INR 2,000 crore deal value threshold early; the de minimis exemption will not save it.
• Price against the FEMA floor with a multi-methodology valuation certificate, and build Section 195 withholding, Forms 15CA/15CB and a tax indemnity into the payment mechanics.
• Assume the non-compete is fragile: goodwill recitals, narrow scope, six to twelve months, backed by confidentiality, non-solicitation and garden leave.
• Run the offshore structure through the Tiger Global test: TRC plus Form 10F is table stakes; substance in the treaty jurisdiction is the defence.
• Calendar the tail: FC-TRS in 60 days, SH-4 stamped and registered, MGT-14 in 30 days, GST registration in 30 days, IP recordals, exchange disclosures.
• Arbitrate at a neutral seat (SIAC or LCIA), adopt a hybrid governing-law clause, and rely on transnational issue estoppel to hold the award's finality.

Key Authorities

1. Superintendence Company of India v. Krishan Murgai, (1981) 2 SCC 246 — post-termination restraints are void under Section 27 even if partial or reasonable.
2. Percept D'Mark (India) Pvt. Ltd. v. Zaheer Khan, (2006) 4 SCC 227 — leading modern authority on Section 27 and restrictive covenants operating beyond a contract's term.
3. Varun Tyagi v. Daffodil Software Pvt. Ltd., FAO 167/2025 (Delhi High Court, 25 June 2025) — post-termination non-compete clauses void unless protecting confidential information or proprietary interests. Source
4. Tiger Global International Holdings v. Union of India (Supreme Court, 15 January 2026) — a tax residency certificate alone does not secure treaty benefits; commercial substance is required and GAAR can override. Source
5. PI Opportunities Fund I v. Nagaraj V. Mylandla (Supreme Court, 25 March 2026) — transnational issue estoppel bars reopening, at the enforcement stage, issues decided by the arbitral seat court. Source
6. Mannalal Khetan v. Kedar Nath Khetan (Supreme Court) — statutory share-transfer formalities are mandatory; registration cannot proceed without the share certificate and a duly stamped instrument.
7. LIC of India v. Escorts Ltd. — a share transfer is effective against the company only upon registration in its records.
8. Income Tax Act 1961, Sections 2(42C), 50B, 9(1)(i) (Explanations 5 and 7) and 195 — slump sale treatment, indirect transfer taxation and buyer withholding. Source
9. Foreign Exchange Management Act 1999; FEMA (Non-Debt Instruments) Rules 2019 and Amendment Rules 2026; Press Notes 3 (2020) and 2 (2026) — entry routes, pricing floors and land-border screening. Source
10. Competition Act 2002, Sections 5 and 6, as amended by the Competition (Amendment) Act 2023 — notification thresholds, the INR 2,000 crore deal value threshold and the 150-day review framework.
11. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 — 25 per cent open offer trigger and 26 per cent minimum offer size. Source
12. Companies Act 2013, Sections 180(1)(a), 230–232 and 234 — undertaking-sale special resolution, NCLT schemes and cross-border mergers.
13. Indian Contract Act 1872, Section 27; Arbitration and Conciliation Act 1996, Part II; Code of Civil Procedure 1908, Section 44A — restraint of trade, foreign award enforcement and reciprocity for foreign judgments.

This analysis reflects the law as at July 2026. It is published for general information and does not constitute legal advice.