Transaction Documentation
Transaction documents drafted for other jurisdictions fail quietly in India. Indemnity claims collide with limitation law, condition-precedent mechanics assume regulatory timelines India does not offer, non-compete covenants exceed what courts here will enforce, and dispute-resolution clauses select forums that make enforcement a second litigation. The gap surfaces only when a party tries to rely on the document — which is precisely when it is too late to redraft.
We draft and review share purchase agreements, shareholders' agreements, business transfer agreements, and disclosure schedules for Indian enforceability while preserving the commercial positions your international counsel has negotiated. Our role is translation with teeth: taking global deal architecture and making every clause executable under Indian contract, company, and exchange-control law — including the FEMA-driven constraints on deferred consideration, indemnity payments to non-residents, and escrow mechanics that surprise foreign drafters.
What this covers
- SPA drafting and review: representations, warranties, indemnities, and limitation regimes calibrated to Indian law.
- Shareholders' agreements with enforceable transfer restrictions, exit rights, and governance protections — mirrored into articles of association, where Indian courts actually look.
- Disclosure schedules built from diligence findings, not seller optimism.
- FEMA-compliant payment mechanics: escrows, holdbacks, deferred consideration, and indemnity flows to and from non-residents.
- Dispute-resolution architecture: arbitration seats, governing law, and enforcement pathways chosen for how they perform in practice.
Who needs this
Foreign acquirers and their international counsel needing an India-law drafting partner; sellers negotiating against sophisticated buyers; and JV parties documenting arrangements both sides must live with for a decade.
How we deliver
- Term-sheet review to flag Indian enforceability issues before positions harden.
- Drafting or mark-up cycles run alongside your international counsel, with turnarounds matched to deal pace.
- Signing and closing support: execution formalities, stamping, and document perfection handled locally.
Why A2 Consultants
Our drafting is informed by what Indian courts and regulators actually do with these documents — the indemnity that pays, the restriction that holds, the clause that survives — rather than what global precedent assumes they will do.
Engagement & what to expect
We typically join at term-sheet stage — early enough to flag Indian enforceability issues before positions harden — and work through signing and closing. Drafting and mark-up cycles run at deal pace, coordinated with your international counsel so India-law input arrives inside their timelines rather than after them. Execution support covers the mechanics foreign teams underestimate: stamping across states, witnessing formalities, and document perfection. Post-closing, the executed set is delivered indexed and complete — the record a future dispute, audit, or exit will judge the transaction by.
The document is the deal's only memory — make sure what it remembers is enforceable where it will be tested.