Corporate Law & M&A Transactions
Corporate Law powers high-stakes business transactions. Master Companies Act 2013 governance, Mergers & Acquisitions (M&A) deal structuring, Private Equity (PE) and Venture Capital (VC) funding rounds, Share Purchase Agreements (SPA), legal due diligence, and SEBI regulations.
🇮🇳 Indian Market Benchmark
Core Track Highlights
M&A Deal Structuring & Corporate Governance Cycle
Term sheet negotiation, legal due diligence audit, definitive agreement drafting, and regulatory approvals.
Term Sheet & Valuation
Negotiating condition precedents, exclusivity, and key governance clauses.
Legal Due Diligence
Reviewing corporate records, material contracts, employment, and IP liabilities.
Definitive Agreements (SHA/SPA)
Drafting Tag-Along, Drag-Along, Liquidation Preference, and ROFR clauses.
Closing & Regulatory Filings
Board resolutions, MCA ROC filings, RBI FEMA compliance, and CCI merger clearance.
Structured Phase-by-Phase Syllabus
Focus on build-by-doing milestones rather than passive video consumption.
Phase 1: Companies Act 2013 Governance & Board Operations
- Incorporation, Articles of Association (AoA), and Memorandum of Association (MoA) structuring
- Board Meetings, General Meetings, Voting Rights, and Director Duties/Liabilities under Companies Act 2013
- Related Party Transactions (Section 188), Inter-corporate Loans, and Statutory Corporate Governance
Phase 2: M&A Transactions & Legal Due Diligence
- M&A deal lifecycle: Non-Disclosure Agreements (NDA), Non-Binding Term Sheets, and Letter of Intent (LOI)
- Conducting full-scope Legal Due Diligence across corporate books, IP ownership, material contracts, and litigations
- Drafting and negotiating Share Purchase Agreements (SPA) and Business Transfer Agreements (BTA - Slump Sale)
Phase 3: PE/VC Financing, Shareholder Agreements & SEBI
- Structuring Series A/B investments: Share Subscription and Shareholders Agreements (SSHA)
- Key SSHA clauses: Pre-emptive rights, ROFR, ROFO, Tag-Along, Drag-Along, Anti-dilution, and Exit options
- FEMA FDI compliance, RBI filings (FC-GPR), and Competition Commission of India (CCI) merger control thresholds
Technical Interview Questions & Answers
Q1: What is the distinction between a Right of First Refusal (ROFR) and a Right of First Offer (ROFO) in a Shareholders Agreement?
In a ROFR, a selling shareholder must first obtain a bona fide third-party offer and give existing investors the option to match that exact price and terms before selling to the outsider. In a ROFO, the selling shareholder must first offer the shares to existing investors at an asking price; if existing investors decline, the seller may sell to third parties, but only at a price equal to or higher than the offered price.
Frequently Asked Questions
What qualification is required to practice corporate law in India?
An LL.B degree (3-year or 5-year integrated BA/BBA LL.B) from a Bar Council of India (BCI) recognized law school.
Target Job Roles
Corporate Law Associate (M&A / PE-VC)
Demand: Very HighSenior Corporate Associate / In-House Legal Counsel
Demand: HighRelated Career Tracks
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