In Short
Corporate law and M&A covers the legal work behind buying, selling, structuring, financing and governing companies — from due diligence and deal documentation through NCLT-sanctioned mergers and shareholder dispute resolution. S&S Co. advises promoters, investors and businesses across Delhi NCR and Kolkata on transactions and ongoing corporate governance.
What Corporate Law & M&A Covers
Corporate law governs how companies are formed, financed, governed and, where necessary, restructured or wound down. M&A — mergers and acquisitions — is the transactional end of that practice: structuring and executing the purchase, sale, merger or combination of businesses. In India, this work sits at the intersection of the Companies Act, 2013, SEBI regulations (for listed entities), the Competition Act, 2002 (for deals crossing notification thresholds), FEMA (for cross-border investment), and sector-specific regulatory approvals.
The framework is evolving quickly. The Corporate Laws (Amendment) Bill, 2026, before Parliament, proposes to consolidate NCLT jurisdiction over multi-bench mergers in the transferee company's bench, streamline Section 230-233 scheme-of-arrangement procedures, and revise creditor/shareholder meeting-class thresholds — changes that will materially compress deal timelines once notified. Separately, NCLT benches have already been directed to dispose of merger and amalgamation petitions within 90 days of filing, down from the 8-14 months multi-bench schemes commonly took.
Forums We Appear Before
NCLT — New Delhi Bench
NCLT — Kolkata Bench
NCLAT — New Delhi
Delhi High Court — company law matters
Calcutta High Court — company law matters
Registrar of Companies — Delhi & Kolkata
Our Corporate & M&A Services
- M&A transaction advisory — share purchase and asset purchase structuring, term sheets, definitive agreements and closing.
- Legal due diligence — corporate, contractual, litigation, IP and regulatory diligence for buy-side and sell-side clients.
- Joint ventures & shareholder agreements — structuring governance, exit, deadlock-resolution and valuation mechanisms.
- NCLT scheme-of-arrangement proceedings — mergers, demergers and capital reduction schemes under Sections 230-232.
- Oppression & mismanagement — Sections 241-242 proceedings for minority shareholders, including structured buy-out applications.
- Corporate governance & compliance — board processes, related-party transactions, and Companies Act compliance for private and closely-held companies.
- Startup & investment structuring — incorporation, cap-table structuring, and investment round documentation.
A Typical M&A Deal Process
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Term Sheet
We negotiate and document a term sheet or letter of intent capturing the key commercial terms, exclusivity and conditions precedent.
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Due Diligence
We run legal due diligence across corporate records, material contracts, litigation, IP and regulatory compliance, flagging deal-relevant risks.
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Definitive Agreements
We draft and negotiate the share purchase/asset purchase agreement, shareholders' agreement, and ancillary documents, allocating risk through representations, warranties and indemnities.
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Regulatory Approvals
Where applicable, we secure CCI clearance, NCLT sanction for scheme-based deals, and other sector-specific approvals.
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Closing & Post-Closing
We manage closing mechanics and, post-closing, advise on integration, governance and any indemnity claims that arise.
Illustrative Scenarios
The following are hypothetical, illustrative scenarios prepared for educational purposes. They are not descriptions of actual client matters, and no outcome is guaranteed in any specific case.
Illustrative Scenario
Structuring the Acquisition of a Noida-Based IT Services Company
A strategic acquirer wants to buy a Noida IT services company with valuable client contracts but uncertain IP ownership over custom-built software. A share purchase structure paired with robust IP representations, warranties and an escrow-backed indemnity can bridge the valuation gap without derailing the deal timeline.
Illustrative Scenario
Resolving a 50:50 Shareholder Deadlock in a Kolkata Trading Company
Two equal shareholders in a Kolkata trading company disagree over strategic direction, freezing board decisions. Rather than a winding-up petition, an application under Sections 241-242 for a structured buy-out at independently-valued fair value is often the faster, value-preserving route — NCLT has shown a clear preference for this over liquidation in comparable disputes.
Illustrative Scenario
Due Diligence Uncovering Undisclosed Litigation Before a Share Purchase
During due diligence for the acquisition of a Delhi NCR logistics company, the buyer's counsel discovers undisclosed pending litigation that could materially affect valuation. Renegotiating the purchase price with a specific indemnity for the disclosed litigation — rather than walking away — often preserves the deal while properly allocating the risk.
Illustrative Scenario
Fast-Track Merger Between a Holding Company and Its Wholly-Owned Subsidiary
A Kolkata-based group wants to merge a dormant wholly-owned subsidiary into its holding company to simplify its corporate structure. The Section 233 fast-track merger route — available for holding-subsidiary mergers — avoids full NCLT scheme proceedings, substantially shortening the timeline compared to a standard Section 230-232 merger.
Notable Judgments
Joint Parliamentary Committee — Bill PendingApr 2026
Corporate Laws (Amendment) Bill, 2026
Corporate Laws (Amendment) Bill 2026 Set to Overhaul NCLT Scheme-of-Arrangement Procedure
Now before the Joint Parliamentary Committee, the Bill proposes sweeping changes to Sections 230–233 of the Companies Act, 2013, streamlining NCLT scheme-of-arrangement procedures, revising creditor/shareholder meeting-class thresholds, clarifying cross-border merger rules for foreign companies, decriminalising a swathe of provisions, and removing the IBC cross-reference from Section 230(1). Multi-bench NCLT schemes that previously took 12–14 months are expected to complete materially faster once the reforms are notified.
Key Takeaway — Deal teams should build the Bill's phased notification timeline into scheme-of-arrangement planning now — CP language and expected timelines in transaction documents may need revision once provisions come into force.
CCI — Clarificatory Guidance2026
Competition (Amendment) Act, 2023 — Deal Value Threshold Guidance
CCI Issues Fresh Clarificatory Guidance on Deal Value Threshold Filings
Building on the Deal Value Threshold introduced by the Competition (Amendment) Act, 2023, the CCI in early 2026 published further clarifications addressing on-market share purchases, open offers, filing timelines and penalty methodology, prompting a fresh wave of compliance reviews across PE and strategic deal teams for asset-light, digital-economy targets that previously escaped scrutiny under the old asset/turnover tests.
Key Takeaway — Acquirers of digital and asset-light targets must re-run DVT analysis under the updated CCI guidance even where classic asset/turnover thresholds are not met.
NCLT — Amendment Rules2026
National Company Law Tribunal (Amendment) Rules, 2024 — 2026 Roll-Out
NCLT Benches Directed to Dispose of Merger Petitions Within 90 Days
NCLT benches nationwide have been directed to dispose of merger and amalgamation petitions within 90 days of filing, a significant compression compared to earlier practice where scheme approvals commonly took 8–12 months or longer, particularly where multiple benches had jurisdiction over different transacting entities.
Key Takeaway — Deal timelines for NCLT-sanctioned mergers should be recalibrated — but practitioners should confirm bench-level compliance with the 90-day directive before committing to aggressive closing dates in transaction documents.
CCIMar 2026 — Active
CCI Digital Market Merger Surveillance — Ongoing Enforcement
CCI Actively Reviewing Digital Market Acquisitions Under Deal Value Threshold
The CCI in early 2026 is actively reviewing multiple digital sector acquisitions and investements under the new deal value threshold framework. Several pre-merger filings have been scrutinised for potential anti-competitive effects in data markets, platform economies, and digital financial services — signalling the CCI's intent to be an active regulator in the digital economy.
Key Takeaway — All venture capital investments, startup acquisitions, and digital asset purchases must be assessed for CCI deal value threshold filing obligations — the ₹2,000 crore trigger applies even to seed and growth-stage transactions in digital sectors.
See all Legal Updates for this practice area →
Our Approach to Corporate Law & M&A
- Transaction and litigation under one roof — the same firm that structures your deal can defend it if a dispute arises later, with no handoff risk.
- Dual-hub NCLT coverage — direct representation before both NCLT Delhi and NCLT Kolkata Benches.
- Practical, deal-closing orientation — we flag risk without becoming an obstacle to closing.
- Founders with 20 years combined experience across commercial litigation, arbitration and regulatory practice.
Frequently Asked Questions
What is the difference between a share purchase and an asset purchase in an M&A deal?
In a share purchase, the buyer acquires the company's shares and inherits the company as a whole, including its liabilities. In an asset purchase, the buyer acquires specific identified assets and liabilities, leaving the rest with the seller.
Does every merger need NCLT approval?
Most mergers under Sections 230-232 require NCLT sanction. Fast-track mergers between small companies, or between a holding company and its wholly-owned subsidiary, can use the simplified Section 233 procedure.
How long does an NCLT-sanctioned merger typically take?
Historically 8-14 months for multi-bench schemes; NCLT benches have been directed to dispose of petitions within 90 days, and the pending Corporate Laws (Amendment) Bill, 2026 proposes further compression.
What is oppression and mismanagement under the Companies Act?
Sections 241-242 let a minority shareholder approach the NCLT where a company's affairs are conducted in a manner prejudicial to the company or its members — the NCLT has wide powers, including ordering a structured buy-out at fair value.