SC&A Legal assists companies, investors, promoters, lenders and transaction parties with legal due diligence for acquisitions, investments, mergers, joint ventures, restructuring, financing and other significant business transactions in India. As a legal due diligence law firm, we review corporate records, contracts, regulatory obligations, litigation exposure, intellectual property, employment matters, property interests and other legal risks relevant to a proposed transaction. Our legal due diligence lawyers assess the findings from both a legal and commercial perspective so clients can understand material risks before making or implementing a transaction.
Legal due diligence is often required where a transaction involves the acquisition of a business, investment into a company, transfer of assets, change in ownership or control, strategic partnership or restructuring. The scope of review depends on the nature of the transaction, the business model, the industry, the assets involved and the jurisdictional issues arising from the transaction. For transactions involving Indian companies, the review may also involve corporate records maintained under the Companies Act, 2013 and other applicable Indian laws. The Companies Act, 2013 available through India Code provides the principal statutory framework for companies incorporated in India.
Our legal due diligence services are structured around the legal issues most likely to affect the value, ownership, operation or future liabilities of a business or transaction. The review can be tailored to a full scope assessment or limited to specific legal workstreams identified by the client, transaction advisers or investment team.
Corporate legal due diligence involves reviewing the legal structure, constitutional documents, shareholding arrangements, board records, statutory registers, corporate approvals and material obligations of the target business. Our corporate due diligence law firm approach considers whether the company has maintained appropriate corporate records and whether its existing arrangements may affect a proposed investment, acquisition or restructuring.
Our lawyers also review commercial contracts relevant to the business. This may include customer agreements, supplier arrangements, distribution agreements, franchise arrangements, licensing contracts, service agreements, financing documents, guarantees and other material commercial commitments. The review can identify change of control provisions, termination rights, exclusivity arrangements, restrictive covenants, indemnities, liability provisions and consent requirements.
For businesses seeking due diligence corporate law India support, the review is designed to connect corporate records with the transaction being considered. This helps identify issues requiring further investigation, contractual protection, regulatory approval or specific treatment in transaction documents.
Legal due diligence in mergers and acquisitions requires a broad review of the target business and its legal position. Our M&A lawyers assess the corporate structure, ownership, material contracts, regulatory status, employment arrangements, intellectual property, disputes, property interests, financing arrangements and other matters relevant to the proposed transaction.
M&A legal due diligence may be conducted before a share acquisition, asset acquisition, merger, business transfer or strategic investment. The scope can also change depending on whether the transaction is domestic or cross border.
For investors and acquirers, legal due diligence mergers and acquisition matters can assist in identifying liabilities which may affect transaction value or post transaction operations. The findings may also influence warranties, indemnities, conditions precedent, escrow arrangements and other protections negotiated between the parties.
Financial and Security Due Diligence lawyers review legal aspects of financing arrangements, security interests, guarantees, charges, loans and other financial commitments. The review may include existing borrowing arrangements, security documents, corporate guarantees, pledges, mortgages, debentures and registration of charges.
Where a company has significant borrowing or secured obligations, the legal review can identify restrictions on further financing, changes in ownership, disposal of assets or other actions proposed as part of the transaction.
Regulatory and Compliance Due Diligence lawyers assess licences, registrations, approvals, statutory permissions and compliance requirements applicable to the target business. The scope depends on the industry and the activities carried out by the company.
The review may cover sector specific regulations, government approvals, operating licences, regulatory correspondence, inspection records, notices, penalties and ongoing compliance obligations. Regulatory issues can become particularly relevant where the target operates in a regulated sector or where the transaction may result in a change in control.
Litigation and Dispute Due Diligence lawyers examine existing and potential disputes involving the target company, its promoters, directors or material assets. The review may cover court proceedings, arbitration matters, tribunal proceedings, regulatory actions, notices, claims, settlements and material disputes.
A litigation searches due diligence exercise may involve reviewing available court and tribunal records, information supplied by the target and relevant litigation documents. The purpose is to assess the nature of disputes, the parties involved, the potential financial exposure and any effect on the proposed transaction.
Due diligence litigation review can also consider disputes which may not yet have resulted in formal proceedings. Contractual notices, threatened claims, regulatory correspondence and unresolved commercial disagreements may require consideration as part of the overall legal risk assessment.
Intellectual Property Due Diligence lawyers review the ownership, registration, licensing and use of intellectual property relevant to the business. Depending on the target, this may include trademarks, patents, copyrights, designs, domain names, trade secrets and proprietary technology.
The review may examine whether intellectual property is owned by the target, properly licensed, subject to third party rights or involved in existing disputes. Employee and consultant arrangements may also be considered where ownership of intellectual property depends on contractual assignments.
Technology and IT Due Diligence lawyers assess legal issues arising from software, technology systems, technology contracts, licensing arrangements, cloud services and proprietary platforms. For technology driven businesses, the review may include software ownership, open-source software use, technology licences, third party platforms, service agreements, development arrangements, source code ownership and contractual restrictions. Legal tech due diligence can be particularly relevant for software companies, SaaS businesses, fintech businesses, e commerce platforms and businesses whose operations depend heavily on proprietary technology.
Data Protection and Privacy Due Diligence lawyers review the legal framework governing the collection, use, storage, transfer and disclosure of personal data by a business. The scope may include privacy notices, consent mechanisms, data processing arrangements, employee data practices, customer data handling, third party processors, cross border transfers, security arrangements and data related contractual obligations. The Digital Personal Data Protection Act, 2023 framework may also be relevant depending on the nature and scale of personal data processing involved.
Employment and Labour Law Due Diligence lawyers review employment contracts, senior management arrangements, employee benefits, workplace policies, consultant arrangements and labour related disputes. The review may also consider statutory registrations, employment claims, workforce related liabilities, restrictive covenants, confidentiality obligations and employee transfer considerations arising from the transaction. Employment issues can become particularly important in acquisitions where key employees, senior management or specialised personnel are central to the value of the business.
Real Estate and Property Due Diligence lawyers review ownership and legal rights relating to land, buildings, leased premises and other material property interests. Depending on the transaction, the review may include title documents, leases, licences, mortgages, encumbrances, development arrangements and property related disputes. For businesses holding substantial real estate assets, property related findings can have a direct effect on transaction value and the ability to use or transfer the relevant assets.
Tax Due Diligence lawyers assess legal aspects of tax related matters relevant to the transaction. The scope may include tax disputes, notices, assessments, contractual tax obligations, indirect tax matters and other liabilities disclosed during the review. Tax issues may require coordination with financial and accounting advisers where the legal position depends on financial records or transaction structures.
Foreign Investment and FEMA Due Diligence lawyers assess legal issues arising from foreign investment into Indian businesses. The review may consider shareholding structures, foreign investment instruments, reporting requirements, pricing considerations, sectoral restrictions and other foreign exchange requirements. The Reserve Bank of India provides the regulatory framework and information relating to foreign exchange matters, including matters arising under the Foreign Exchange Management Act, 1999. This review is relevant to overseas investors, Indian companies receiving foreign investment, multinational groups and parties considering cross border acquisitions or investments.
Anti-Money Laundering and Compliance Due Diligence lawyers examine compliance arrangements relevant to the target business and its operations. Depending on the nature of the business, the review may cover customer identification procedures, beneficial ownership information, internal controls, regulatory obligations and relevant compliance records. The scope can be expanded for businesses operating in financial services and other sectors where anti-money laundering obligations form an important part of regulatory compliance.
Environmental and ESG Due Diligence lawyers assess legal risks associated with environmental permissions, regulatory notices, land use, operational compliance and other environmental obligations relevant to the target business. The review may also consider governance structures, contractual commitments, sustainability related representations and other ESG matters where they have a legal or transaction related impact.
Vendor and Third-Party Due Diligence lawyers review legal arrangements involving key suppliers, distributors, service providers, agents, contractors and other third parties. Vendor legal due diligence may examine material contracts, termination rights, exclusivity, liability provisions, indemnities, service levels, intellectual property ownership and regulatory obligations. It can also identify dependencies on a small number of critical vendors or contractual arrangements which may affect business continuity. A vendor legal due diligence law firm review can be particularly relevant where a transaction depends heavily on outsourced services, strategic suppliers or third-party technology providers.
Start up and Early-Stage Due Diligence lawyers provide legal review for investors considering investment into emerging businesses. The scope may include incorporation records, founder arrangements, shareholding, previous investment rounds, convertible instruments, employee arrangements, intellectual property, commercial contracts and regulatory compliance. The review can also identify unresolved founder matters, ownership questions, unrecorded obligations or contractual restrictions which may affect future fundraising or an investment transaction.
Sector Specific Legal Due Diligence lawyers adapt the review to the regulatory and operational characteristics of the business. A transaction involving a financial services business may require a different legal review from one involving healthcare, infrastructure, technology or real estate. Our review can be structured around the legal risks relevant to the particular sector, transaction structure and assets involved. This helps avoid an overly broad review where certain legal workstreams have little relevance to the transaction.
Legal due diligence in mergers and acquisitions is closely connected with transaction structuring and negotiation. A review of the target company can reveal ownership issues, contractual restrictions, regulatory exposure, disputes, employment liabilities, intellectual property concerns and other matters which may influence the proposed transaction.
In a share acquisition, lawyers may examine the company’s ownership and governance history, material contracts, licences, financing arrangements, disputes and regulatory position. In an asset acquisition, the focus may shift towards title, transferability, contractual rights, liabilities and third party consents relating to the assets being acquired.
For cross border transactions, the review may involve Indian corporate law, foreign investment rules, sectoral requirements, contractual obligations and other regulatory matters. Findings can then be considered alongside the transaction documents and the allocation of risk between the parties. Our role in M&A legal due diligence law firm engagements is not limited to identifying issues. The review is intended to provide a practical assessment of how identified legal matters may affect the proposed transaction, its structure and the protections required in the documentation.
The documents reviewed depend on the transaction and the scope agreed for the assignment. A typical review may include constitutional and corporate records, shareholder agreements, board and shareholder resolutions, statutory filings, material contracts, financing documents, intellectual property records, employment documents, regulatory licences, litigation records, property documents and compliance records. The legal review may also consider information contained in a virtual data room, responses provided by the target management and documents exchanged during the transaction process. Where a particular issue requires further investigation, additional documents may be requested.
The purpose is not simply to collect documents. Our due diligence lawyer lawyers assess the legal significance of the information and identify matters requiring further consideration within the transaction.
A legal due diligence review may identify risks involving ownership, enforceability, compliance, litigation, contracts, intellectual property, employment, property, financing or regulatory approvals. Some matters may have a direct effect on the transaction. Others may require contractual protection, post transaction remediation or continued monitoring. Our legal review can classify findings based on their relevance to the transaction and the potential consequences for the client. Material issues may require further legal investigation or discussion during negotiations.
Legal due diligence is relevant to a wide range of businesses and transaction participants. SC&A Legal can structure the review for Indian companies, overseas companies entering the Indian market, investors, private equity funds, venture capital funds, strategic investors, lenders, financial institutions, promoters, shareholders, founders, acquirers, joint venture partners and businesses preparing for investment or sale.
The sectors which may require legal due diligence include technology and software, SaaS, fintech, financial services, healthcare, pharmaceuticals, life sciences, manufacturing, infrastructure, real estate, construction, energy, renewable energy, logistics, transportation, maritime businesses, e commerce, retail, telecommunications, media and entertainment, education, professional services, consumer businesses and other regulated or transaction driven industries. The scope can also be adjusted for family-owned businesses, closely held companies, startups, multinational groups and businesses involved in cross border transactions.
Our approach begins with an understanding of the transaction and the client’s objectives. The legal review is then scoped around the nature of the business, the transaction structure, the assets involved and the principal legal risks. We begin by identifying the documents and information required for the review. Corporate records, contracts, licences, disputes, financing arrangements, intellectual property, employment records, property documents and other relevant materials are then assessed according to the agreed scope.
The next stage involves identifying legal issues and considering their commercial relevance. A contractual provision may appear routine in isolation but become significant where a transaction involves a change of ownership. Similarly, an existing dispute may require closer assessment where it involves a material business asset or regulatory issue. Our lawyers then organise the findings into a practical legal assessment. Matters may be categorised according to their significance, potential effect on the transaction and the action required. Where appropriate, the findings can be considered during negotiation of representations, warranties, indemnities, conditions precedent and other transaction protections. This approach allows legal due diligence to remain connected with the transaction rather than becoming a document review exercise without commercial context.
SC&A Legal combines corporate advisory, commercial legal analysis and dispute resolution experience in its work for businesses and investors. The firm’s wider practice includes corporate and commercial matters, insolvency, arbitration, litigation, investments, project finance and other business-related legal work. Its experience across contentious and non-contentious matters can be relevant where due diligence findings involve existing disputes, regulatory exposure, contractual risk or potential future proceedings. SC&A Legal is based in Kolkata and has an office in New Delhi, supporting its work across Indian courts, tribunals and commercial centres. The firm’s presence in Delhi also supports matters involving businesses, regulators and transaction participants operating in the national capital.