Cross-Border M&A Advisory
Advisory on cross-border M&A structuring, foreign investment compliance, tax-efficient structures, risk assessment, and JV strategy.
- Estimate Cost
- ₹2,00,000 – ₹20,00,000
- Typical duration
- 60 days
Service overview
Cross-border M&A advisory covering the legal and regulatory structuring of acquisitions, mergers, joint ventures, and strategic investments involving parties or assets across different jurisdictions, with particular focus on foreign investment regulations, tax-efficient holding structures, political and currency risks, and local partner or joint venture considerations.
Who needs it? / When is it needed?
- Indian companies acquiring or investing in overseas businesses
- Foreign investors acquiring or investing in Indian businesses
- Multinational groups, private equity and investment funds
- Promoters and strategic investors considering cross-border mergers, joint ventures or partnerships
What to expect from the WCP Professionals
- Review of the proposed transaction and jurisdictions involved
- Assessment of applicable foreign investment and exchange-control requirements
- Evaluation of possible holding and acquisition structures
- Identification of regulatory approvals and filings
- Preliminary assessment of tax and repatriation considerations
- Analysis of political and currency risks
- Assistance in evaluating local partners or JV structures
Key deliverables
- Cross-border transaction structure assessment
- FEMA and foreign investment compliance review
- Jurisdiction and holding-structure analysis
- Regulatory approval roadmap
- Tax-structuring considerations
- Political and currency-risk assessment
- Local partner/JV evaluation framework
- Transaction compliance checklist
- Legal inputs for transaction documentation and execution
Standard turnaround time
- Turnaround depends on the transaction size and complexity, number of jurisdictions involved, proposed structure, regulatory requirements, availability of transaction documents, tax considerations, and extent of due diligence required.
- Initial structuring assessments may be completed within an agreed professional timeline, while regulatory or multi-jurisdictional transactions may require longer.
Government fees, timelines & key outcomes
- Applicable Government, regulatory, filing, registration, approval, or professional charges in the relevant jurisdictions are separate from professional fees and depend on the transaction structure and jurisdictions involved.
- Timelines vary according to the applicable foreign investment regime, regulatory approval requirements, competition or sector-specific approvals, and transaction documentation.
- Key outcomes may include a legally and commercially workable transaction structure, identification of required approvals, reduction of regulatory risks, appropriate holding or JV structure, and a defined roadmap for transaction execution.
Forms & filings involved
- Depending on the transaction, filings may include foreign investment or overseas investment applications, regulatory approval applications, FEMA-related reporting, RBI filings, corporate filings, merger or acquisition documentation, beneficial ownership declarations, tax-related submissions, and filings required by the relevant foreign jurisdiction.
- Indian outbound investment is governed by the applicable Overseas Investment framework, while inbound investment is subject to the applicable FDI and FEMA framework.
Documents required
- Proposed transaction structure
- Details of buyer and target entities
- Corporate and constitutional documents
- Ownership and shareholding information
- Transaction or term-sheet documents
- Financial information
- Valuation reports where applicable
- Details of existing foreign investments
- Details of proposed consideration and funding
- Information regarding existing debt or security interests
- Relevant regulatory approvals
- Documents relating to proposed local partners or JV participants
What we need from you
- Complete details of the proposed acquisition, merger, investment, or JV
- Identities and jurisdictions of all parties
- Proposed transaction value and consideration
- Ownership structure
- Intended holding structure
- Target business and sector
- Existing foreign investments
- Financing arrangements
- Proposed local partners
- Relevant transaction documents
- Information regarding any regulatory, tax, litigation, or compliance issues affecting the transaction.
Important conditions
- Cross-border M&A structures must comply with the foreign investment, exchange-control, corporate, securities, competition, tax, sector-specific, and other applicable laws of the jurisdictions involved.
- The permissibility of a structure, approval requirements, pricing conditions, reporting obligations, and repatriation or funding mechanisms must be assessed based on the transaction facts and regulations applicable at the time.
- The Department of Economic Affairs identifies FDI policy and FDI proposal processing as part of its investment functions, while FEMA and related regulations govern applicable foreign exchange aspects.
Additional information
- Cross-border M&A may require coordination across legal, tax, finance, regulatory, accounting, and commercial workstreams.
- Political and currency risks should be assessed alongside transaction structure and commercial objectives, particularly where the acquisition involves emerging markets, foreign exchange exposure, regulated sectors, or jurisdictions with significant regulatory restrictions.
- Where a local partner or JV is contemplated, the proposed ownership, governance, control, funding, exit, dispute-resolution, and reserved-matter arrangements should be evaluated before finalising the transaction structure.
The estimated cost covers indicative professional fees only. Government fees, stamp duty and taxes are payable at actuals.
How it works
- 1. Raise a service enquiry describing your requirement.
- 2. A Relationship Manager reviews it and opens it for bidding.
- 3. Pay into escrow and assign the professional you select.
- 4. Track progress to completion, then accept and release payment.
Frequently asked questions
What approvals apply to cross-border deals?
FEMA rules for FDI or ODI, Press Note 3 where relevant, CCI approval above thresholds and approvals in the other country.
Are cross-border mergers allowed?
Yes, under Section 234 of the Companies Act and the RBI's cross-border merger regulations, with NCLT approval.
How is tax handled?
Through careful structuring, considering withholding, capital gains, treaties and indirect transfer rules.
What is an indirect transfer?
A transfer of shares in a foreign company that derives substantial value from Indian assets, which can be taxable in India.