Deal Structuring & Negotiation Support
Expert support with M&A deal structuring, purchase-price mechanisms, term sheets, SPA drafting, and buyer-seller negotiations.
- Estimate Cost
- ₹1,00,000 – ₹10,00,000
- Typical duration
- 30 days
Service overview
Legal and strategic support for structuring, documenting, and negotiating merger and acquisition transactions, including selection between asset purchase and share purchase structures, design of purchase-price mechanisms, term sheet development, Share Purchase Agreement (SPA) drafting assistance, and buyer-seller negotiation support.
Who needs it? / When is it needed?
- Buyers and sellers of businesses or shares
- Promoters and shareholders
- Private equity and strategic investors
- Companies entering joint ventures, mergers or restructurings
What to expect from the WCP Professionals
- Review of the proposed transaction and commercial objectives
- Evaluation of alternative transaction structures
- Identification of key legal and commercial risks
- Assistance in developing transaction terms
- Drafting and reviewing term sheets and definitive agreements
- Analysis of purchase-price mechanisms
- Legal support during negotiations between the parties
Key deliverables
- Transaction-structure assessment
- Asset-purchase versus share-purchase analysis
- Term sheet or letter of intent inputs
- Purchase-price mechanism analysis
- Earn-out and escrow structuring support
- SPA drafting and review
- Representations and warranties framework
- Conditions precedent and closing requirements
- Negotiation points
- Risk allocation analysis
- Transaction execution checklist
Standard turnaround time
- Turnaround depends on transaction complexity, number of parties, proposed structure, volume of documentation, negotiation stages, and extent of legal and commercial review required.
- Initial term-sheet or structure reviews may be completed within an agreed professional timeline, while negotiation and definitive-document drafting may require multiple review cycles.
Government fees, timelines & key outcomes
- Government or regulatory fees, stamp duty, registration charges, filing fees, and other transaction-related statutory costs depend on the nature and structure of the transaction and are separate from professional fees.
- Timelines are generally driven by commercial negotiations, due diligence, satisfaction of conditions precedent, regulatory approvals where applicable, documentation finalisation, and closing requirements.
- Key outcomes may include an agreed transaction structure, negotiated commercial terms, execution-ready documentation, allocation of transaction risks, and completion of the agreed acquisition or investment process.
Forms & filings involved
- Depending on the transaction structure, filings may include MCA forms, share-transfer documentation, board and shareholder resolutions, regulatory approval applications, stock-exchange or SEBI-related filings for applicable listed-company transactions, FEMA/RBI filings for transactions involving foreign investment, and other statutory or regulatory submissions.
- The applicable filings depend on the parties, transaction structure, sector, and regulatory status of the entities involved.
Documents required
- Existing term sheets or letters of intent
- Corporate and constitutional documents
- Shareholding information
- Target-company financial and business information
- Valuation reports where applicable
- Existing agreements
- Financing documents
- Proposed transaction structure
- Details of consideration
- Draft or existing SPA/APA documents
- Board and shareholder approvals
- Due-diligence findings
- Details of applicable regulatory approvals
What we need from you
- Complete details of the buyer and seller
- Target business or assets
- Proposed transaction value
- Preferred transaction structure if already identified
- Commercial objectives
- Proposed consideration and payment mechanism
- Existing term sheet or transaction documents
- Financing arrangements
- Negotiation history
- Key commercial conditions
- Desired closing timeline
- Information regarding any regulatory restrictions or approvals
Important conditions
- The appropriate transaction structure must be assessed against applicable corporate, tax, securities, competition, foreign exchange, stamp duty, sector-specific, employment, and other laws.
- Asset and share acquisitions may create materially different legal, tax, liability, and regulatory consequences.
- Purchase-price adjustments, earn-outs, escrow arrangements, indemnities, representations and warranties, conditions precedent, termination rights, and post-closing obligations should be clearly documented before execution.
Additional information
- M&A negotiations should clearly allocate commercial and legal risks between the parties and establish mechanisms for addressing matters discovered between signing and closing.
- Depending on the transaction, documentation may include a term sheet or letter of intent followed by definitive agreements such as an SPA, Asset Purchase Agreement, shareholders’ agreement, escrow agreement, transition arrangements, or ancillary documents.
- For transactions involving companies subject to the Companies Act, applicable corporate approvals and filings should be identified and completed as part of the transaction process.
- The MCA maintains the Companies Act, rules, forms, and related filing framework on its current portal.
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 structures are common in Indian M&A?
Share purchases, asset or slump sales, mergers and demergers by scheme, and joint ventures.
What is an earn-out?
Part of the price paid later, linked to the target's future performance, which bridges valuation gaps.
What is a slump sale?
Transfer of a business undertaking for a lump-sum price without values assigned to individual assets, with specific tax treatment.
Which clauses matter most in an SPA?
Price and adjustments, warranties and indemnities, conditions precedent, non-compete and termination rights.