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WPR 12 Satyam

The weekly progress report details Satyam Singh's research on the legal framework governing cross-border mergers and acquisitions in India and the USA. In India, key regulations include the Companies Act, FEMA, Competition Act, SEBI regulations, and the Income Tax Act, while the USA follows a decentralized approach with the Securities Exchange Act, HSR Act, CFIUS, state corporate laws, and the Internal Revenue Code. The report outlines the regulatory requirements and implications for both countries, highlighting the differences in their legal frameworks.

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Tushar Kapoor
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9 views2 pages

WPR 12 Satyam

The weekly progress report details Satyam Singh's research on the legal framework governing cross-border mergers and acquisitions in India and the USA. In India, key regulations include the Companies Act, FEMA, Competition Act, SEBI regulations, and the Income Tax Act, while the USA follows a decentralized approach with the Securities Exchange Act, HSR Act, CFIUS, state corporate laws, and the Internal Revenue Code. The report outlines the regulatory requirements and implications for both countries, highlighting the differences in their legal frameworks.

Uploaded by

Tushar Kapoor
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© © All Rights Reserved
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Dissertation Weekly Progress Report -

Details:
Name- Satyam Singh
Enrolment No.- A3211120103
Course- B.A., LL. B (H) 2020-25
Title: Legal Framework of Cross Border Mergers and Acquisitions in India: - A
Comparative Study with USA
Week—12

In this week I am done with the other different sub heads of the topic. Underneath is the
content what I have prepared:

India’s regulatory framework for cross-border M&A is governed by multiple laws and authorities, including:
1. The Companies Act, 2013
 Governs mergers, acquisitions, and corporate restructuring.
 Section 230-232 outlines the process of mergers and amalgamations, including cross-border
mergers.
2. Foreign Exchange Management Act (FEMA), 1999
 Regulates foreign investments in India.
 RBI approval is required for inbound and outbound mergers.
3. Competition Act, 2002
 Administered by the Competition Commission of India (CCI) to prevent anti-competitive
practices.
 Mandatory pre-merger notification required for transactions above specified thresholds.
4. Securities and Exchange Board of India (SEBI) Regulations
 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 apply to public
listed companies.
 Requires acquirers to make an open offer if their shareholding crosses a certain threshold.
5. Income Tax Act, 1961
 Tax implications on capital gains, transfer pricing, and withholding tax considerations.
 Tax incentives may be available for certain types of restructuring.
Legal Framework in the USA
The USA follows a decentralized approach with multiple federal and state regulations governing cross-
border M&A:
1. Securities Exchange Act of 1934 & SEC Regulations
 Oversees M&A of publicly traded companies.
 Ensures disclosure and transparency through filings like Form 8-K, 10-K, and 14D-9.
2. Hart-Scott-Rodino (HSR) Antitrust Improvements Act, 1976
 Requires pre-merger notifications to the Federal Trade Commission (FTC) and Department of
Justice (DOJ) for transactions exceeding a certain threshold.
 Ensures M&A do not create monopolies or reduce competition.
3. Committee on Foreign Investment in the United States (CFIUS)
 Reviews foreign investments in U.S. companies for national security risks.
 Can block transactions deemed detrimental to national interests.
4. State Corporate Laws (Delaware Law)
 Most U.S. corporations are governed by Delaware General Corporation Law (DGCL).
 Provides flexibility in structuring mergers and acquisitions.
5. Internal Revenue Code (IRC)
 Governs tax treatment of cross-border M&A.
 Tax-free reorganizations and tax deferral mechanisms available.

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