CC BY
15
PRAGMATIC ANALYSIS OF THE LEGAL FRAMEWORK ON MERGERS AND ACQUISITIONS IN INDIA UNDER THE COMPANIES ACT,2013
BHAVYA GANGWAL1, PROF. MAHESH KOOLWAL2
1Ph.D. Scholar, School of Law, JECRC University, Jaipur, beeforbhavya@gmail.com 2Dean, School of Law, JECRC University, Jaipur, dean.law@jecrcu.edu.in
ABSTRACT
The purpose of this paper is to analyze, illustrate, and discuss Indian procedural laws governing mergers and acquisitions (M&A). The goal is to provide institutions and directors involved in deals involving foreign investment and accession with useful policy guidelines. The purpose of this article is to investigate the legal framework of the Companies Act of 2013's junction and accession clauses. Deals with advanced valuations have been delayed or failed due to a lack of fiscal structure, the erratic behavior of government officers, and interference of the politicians. Additionally, the recently elected governing authorities has attempted to encourage additional investment from other progressive and upcoming requests by simplifying the investment regulations and providing duty breaks. These are the most significant compliances. Eventually, the change would support rule makers, M&A counsel, legal advisers, investment bankers, private firms, transnational funds planning to invest in Indian commerce, and legal advisers.
Keywords: Acquisitions and mergers; India; business on a global scale; Takeover; New Developments; Direct investment from abroad.
Table of Contents
1. INTRODUCTION
2. REVIEW OF LITERATURE
3. RESEARCH METHODOLOGY
4. OBJECTIVES OF PRESENT RESEARCH
5. FINDINGS AND ANALYSIS
5.1. Institutional regulations on Mergers and Acquisitions in India 5.2 The Company Law
6. CONCLUSIONS
7. SUGGESTIONS
1. INTRODUCTION
It is essential to emphasize that worldwide financial rule reforms began in the 1980s. From an urbanized economic institution, the concept of "financial deregulation, monetary liberalization, & national addition" spread to a rising nation. As a result, several emerging nations have seen an increase in technological advancement, limited business expansion, distant switch treasury, global trade and resource flow, and more. Major nations in Asia, Africa, and Latin America, for instance, place a significant emphasis on education, health, the market for foreign assets, their use, and regulation. They also encourage the development of institutions and free enterprise.
A decrease in native direct asset policy has also been observed to have a significant impact on the market for the inner shortest speculation curve between urbanized and emerging markets. This suggests that businesses have gained access to a broader market with their array of crops and forces. Because of this, emerging markets such as Brazil, Russia, India, China (BRIC), Indonesia, South Africa, and others have progressed to become significant contributors to the current global financial system. For instance, these markets' combined output accounted for 38% of the world's GDP in 2010, which is twice as much as it was in 1990. Global direct speculation increased to approximately US$1,244 billion in 2010, according to UNCTAD reports, with a negligible portion of that increase attributable to a rapidly expanding emerging market.
High-minded doubts in the securities market and the IT foam crash in 2000 contributed to the Asian market's severe financial catastrophe in 1997. Acquisition and alliance are two examples of business
lifeless strategies that limited businesses have chosen. According to reports on earth assets from the previous year, as savings have moved from emerging markets to urbanized markets, they have increased significantly. During the 2007-2008 global financial crisis, this asset's performance was recognized due to the minor plus point valuation, attractive asset and tax policy offered by the crowd country, and institutional constraints imposed by the home country regarding secret abroad assets.
India's merger, takeover, and other company reform behavior was unusual prior to the 1991 reforms of the New Industrial Policy. Back-end mapping was successfully replaced by front-end strategy because of this impetus, which also exacerbated consolidation behavior. The real amalgamation wave began after 1994, and the changeable agency felt the need to create a new conquest code. This impetus also exacerbated consolidation behavior. In the end, Indian multinational corporations (MNCs) have been encouraged to consider mergers and acquisitions (M&A) an essential planned option for advancing service and financial synergies. For instance, between the years 2000 and 2007, India's outbound M&A transactions saw a significant rise.
The Companies Act of 2013 is the focus of this background note, which examines India's legal framework for mergers and acquisitions. In this exacting, we offer a set of suggestions for international managers to follow to participate in gaining talks that are primarily hosted by emerging markets and discuss forecasts that are beneficial to both business and society.
2. REVIEW OF LITERATURE
An economic growth of the nation is not only determined by its fiscal plan and development relating to money, but also by its genuine and legitimate exchanges, which are responsible for good incomparability. Indeed, the financial implementation that transforms the market into an open economy from a controlled setting is heavily influenced by both concepts. For instance, the World Bank defines "supremacy" as "a power that consists of the traditions and institutions by which authority in a country is exercised." This incorporates the choice, checking, and substitution of legislatures; the public authority's ability to create and execute sound approaches actually; and the state's and citizens' respect for the institutions that control their economic and social interactions. In Licht and others' 2005 paper, the authors point out that the primary way that policymakers can quietly influence social change is through lawful improvement. Similar to this, the judges who put a wealth into action heavily influence its long-term success. According to Ramello and Voigt (2012), as a result, the rule might decide to enforce rights to confidential information in a way that would be beneficial to potential investors.
It stands to reason that a particular financial system would benefit from the implementation of various fiscal policies for financial growth if its primary sources of income were taxes and penalties; However, it must operate in accordance with the applicable regulations, ensuring that the financial and legal design are consistent (Ezeoha and Ogamba, 2010). For national and global health maximization, Becker and Fuest (2010) state that a cross-border cash-flow tax government is required. In a business supremacy practice, for instance, we support the US ruling and other shareholder-friendly viewpoints. In Huizinga & Voget, 2009, the President's Advisory Panel on Federal Tax Reform proposed eliminating all-inclusive duty from the US financial system in 2005. The "best-price" rule of the Securities Exchange Act of 1934 states that any affectionate offer must be paid to all stockholders at the highest possible price (Hao and Howe, 2011). More specifically, we acknowledge McKinsey's proposal for expansion within the restrictive legal framework that is currently in place: Fair competition ought to be made simple by the economic and legal framework, which should also lessen the impact of market failures." A transparent system and a fact-based approach are required for the most favorable regulatory decisions. Consequently, the law or provision must reflect the development of institutional and legal structures; "Adopting international regulations is rarely appropriate and can even be harmful," on the other hand, (Beardsley & Farrell, 2005).
As per KPMG (2012), the odd fixation comes from the way that "throughout the last 10 years, the given economy has gotten a lot of unfamiliar capital from different nations and entrepreneur firms have commonly involved laid out firms in Singapore or Mauritius to put resources into India because of their exceptionally thoughtful expense plans or settlements." In addition, the most significant uneven and contentious issue in the Vodafone-Hutchison deal was "Ministry of Finance retrospectively illuminated that it has the right to tax the income arising from the country irrespective of where the business is
incorporated," which was next to the volume of rule (Kanekal & Ganz, 2012). However, we diverge precisely to expose a flaw in the established M&A narrow organization or the necessary information. For instance, when we think about writing laws about mergers and acquisitions (such as the Companies Act of 1956); Income Tax Act of 1961; SEBI (SAS&T) Rules, 1997), the term 'solidification' or 'getting' is not undeniable in the helpful way for extra course. Of course, situations in a variety of areas have been incorporated into such a framework without adequate justification or comprehension. In the world of laws, an illegal act is any act, directive, or law that uses a phrase without paying attention to it. We argue persuasively that these acts continue to occur in nature for the community's benefit. Additionally, a lot of the conditions used in other acts are not explained or interpreted carefully. For instance, Jain (2012) states that the Competition Act of 2002 ought to provide a precise definition of the term "dominant position." Consequently, management and strategy decision-makers should promptly respond to a request to rewrite and detail the remaining conditions in various acts. To accomplish this, an unquestionable level saver safeguard board should be established. This board should consist of experts from the RBI, SEBI, CCI, and Recorder of Organizations, among others, who are experts in fault division. In addition to more experienced academics from the fields of finance, strategy, and regulation, as well as emeritus arrangement creators from urbanized economies (such as the United States, the United Kingdom, Canada, and Germany), the gathering should include better rulemaking and genuinely strong legitimate implementation can be accomplished together.
3. RESEARCH METHODOLOGY
The current research endeavor is doctrinal in nature and based on secondary research methods thus data for the study was collected from various published journals, articles, newspapers, and magazines. To furnish the objectives of the research descriptive type research design has been adopted where the accessible secondary data is intensively used for a research study.
4. OBJECTIVES OF THE CURRENT RESEARCH STUDY
In the current study, the following main goals were evaluated for measuring the impact of research:
• To investigate India's mergers and acquisitions legal framework of laws.
• To determine how the Companies Act of 2013 affects India's merger and acquisition law.
• Using the context of the Companies Act, 2013, to examine the facts that form the legal framework for mergers and acquisitions in India.
5. FINDINGS AND ANALYSIS 5.1. Institutional regulations on Mergers and Acquisitions in India
The institutional law of India on Merger and Acquisitions is a complex and multi-layered structure, which prominently consists of six major institutions: the Companies Act 2013, the SEBI Regulations,2011, the Competition Law,2002, the Income Tax Act,1961, Stamp Duty Act,1899 and FEMA Regulations, 2017. The present research paper strictly focuses on the application of provisions and rules laid down by the Company law of the land.
5.2 The Company Law
Corporate restructuring is a procedure to boost productivity and profitability for the benefit of the business association's expansion. It may be accomplished using both organic and inorganic methods. An expanded clientele, progressing sales, and higher profits are all natural ways that an association can undergo business or financial restructuring without changing its corporate structure. In contrast, inorganic methods of restructuring lead to disinvestment, takeovers, joint ventures, strategic alliances, slumping sales, and franchising. The law on the techniques is codified in the country's company law. No takeover may be a component of any compromise or arrangement scheme involving a merger or amalgamation under the Old Act. However, the New Act provides for an option of Takeover scheme. The present research paper stress on the following major changes introduced by the new law of 2013:
i. Compromises and Arrangements
ii. Demergers and Reverse mergers
iii. Fast Track Mergers
iv. Cross-border mergers
v. Dissenting and Minority Squeeze outs
vi. Amalgamation in the Public interest
i. Compromise and Arrangement
If a dispute arises between the company and its creditors or its members, it is possible to come to an amicable settlement by devising a plan of compromise that involves the parties making concessions to each other. On the other hand, if there is no dispute but creditors or members need to change or rearrange their rights and obligations, the last resort is to change the company's capital structure. There are numerous techniques to accomplish compromise or arrangement (Sec-230- Power to compromise or make arrangements with creditors and members), for instance decrease of offer capital, change of offers, plan of corporate rebuilding bringing about consolidation or blend, obtaining, or takeover, and so on. Examination: -There were no set edges for protesting a plan of give and take or plan under the Organizations Demonstration of 1956. The Organizations Demonstration of 2013 spreads out the requirements for having a problem with a plan. The bare minimum requirements for making an objection are outlined in Section 230(4) Proviso 3 of the Act of 2013. Also, a scheme of compromise or arrangement can include a takeover offer that was not in the previous law under the Companies Act 2013. A straightforward procedure for takeovers is established by this provision.
ii. Demergers and Reverse Mergers
Demerger: It can be accomplished by the organization when it is burning of dividing its business exercises. It can be accomplished by reorganizing a company's share capital by consolidating shares from different classes, dividing shares into different classes, or doing both. (Explanation to Sec-230(1) of the Companies Act,2013).
Analysis: The law on demerge ration in the Companies Act of 1956 was originally a complete code or a single window clearance. This meant that once the plan was approved by the High Court, stakeholders and various statutory authorities did not need to give their separate approval.
According to the Companies Act of 2013, NCLT—a quasi-judicial body established by the Act—is currently in charge of approving the demerger action plan.
Reverse Merger: When a larger publicly traded company is acquired by a smaller, private company, this is known as a reverse merger (Sec-232(3)(h) of the Companies Act 2013). Often referred to as a reverse takeover. Backdoor IPO is another name for it. Additionally, it provides tax incentives, facilitates recuperation for ailing businesses, and saves time.
Analysis: The Companies Act of 2013 imposed some restrictions on reverse mergers, whereas the old company law of 1956 (Sec-394 read with Sec-391) did not. The new law makes a few changes, such as providing shareholders of a listed company with an exit option in the event of a merger in which the transferor is a listed company and the transferee is an unlisted company; paying shareholders who opt out of the transferee company the value of their shares and other benefits based on a predetermined formula or after a valuation process; and ensuring that the resulting entity complies with the Securities and Exchange Board of India's valuation requirements. The company may misuse the provision, resulting in a disproportionate distribution of benefits to shareholders, and guidelines are required as to whether such a provision can be used as an alternative or an addition to the Delisting Regulations. There are certain loopholes that need to be fixed, such as how consideration is to be paid to shareholders in the event of a reverse merger.
iii. Fast Track Mergers
The purpose of allowing fast-track mergers is to make doing business in India easier (Sec-233 of the Companies Act 2013 along with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016). Certain classes of businesses, including two or more small companies, holding, and wholly owned subsidiary companies, and other classes of companies as may be prescribed, can take advantage of the reduced legal requirements and quicker approval and registration process. Fasttrack mergers are more cost-effective, easier, and faster.
Analysis: Although fast-track mergers have undeniable advantages, they are known to require multiple clearances, are said to be time-consuming, and do not allow for demergers. The following questions remain unanswered:
> Section-233 of the Act does not specify whether a step-down subsidiary is eligible for fast-track mergers.
> -There is still ambiguity regarding the definition of a wholly owned subsidiary because it must be interpreted considering other statutes and judicial decisions.
> It is necessary to clarify the mechanism's wider applicability to Section 8 companies and associate companies, also known as indirect holding companies.
> It is possible that combining the authorized capital of all of the transferee businesses won't be financially feasible.
> The following clauses are missing from the scheme's final registration form, Form INC 28: A distinct option from the drop-down menu for Section 233 and a change in the transferor company's status:
> It is not clear whether the Regional Director has the authority to suggest plan modifications. The Regional Director must approve the plan without adding any of his own suggestions if the ROC, Official Liquidator, does not object.
iv. Cross-border Mergers
Agreements between domestic companies in the target countries and foreign companies are the basis of cross-border mergers and acquisitions (Sec-234 of the Companies Act 2013 deals with Merger or Amalgamation of Company with foreign companies). As part of this agreement, businesses in several nations' assets and operations are combined to form a new, legal corporation. These mergers and acquisitions are further subdivided into two categories based on the transfer of capital: Both incoming and outgoing When a domestic business is sold to a foreign investor, inbound capital moves inward, while outbound capital moves outward for the purchase of a foreign business.
Investigation the past Organizations Act, of 1956 permitted just inbound cross line consolidation and acquisitions wherein as it were. Main challenges which we can encounter are as follows:
> Due diligence is difficult and expensive in realizing a cross-border merger and acquisitions.
> Cultural differences may lead to more nuanced and lengthier negotiations.
> Regulatory approvals are required at multiple levels to proceed with the deals which lead to difficulty in the compliance.
> Conflict between the target company and domestic company Your target's regulatory or tax regime may conflict with the UK's.
> It is difficult to harmonize the terms and conditions of foreign employees with domestic employees due to the clash of employment laws.
v. Dissenting and Minority Squeeze-out options
The so-called "Squeeze Out" provisions allow the majority shareholder or any acquirer(s) with a holding above a predetermined threshold limit to "squeeze out" the minority or dissenting shareholders and acquire the entire shareholding in a company. This can also be accomplished through a plan of arrangement or compromise.
If 90% of shareholders whose shares are the subject of the transfer approve the transfer, shareholders can acquire the minority under the Dissenting Squeeze Out Option (Sec-235- Power to acquire shares of shareholders dissenting from the scheme or contract approved by the majority). Shareholders who disagree may object to the NCLT. Challenges for the larger part acquirer here are the high endorsement limit of 90% and redressal accessible for the disagreeing bunch. Furthermore, only acquiring "companies" and trusts are eligible for this provision. Like the Minority Squeeze Out Option (Sec-236- Purchase of Minority shareholding), acquirers can purchase the remaining 10% of a company if they hold at least 90% of the stock. Reaching the 90 percent mark is the main obstacle. When acquirers have not acquired their initial eligibility shares through share exchange, amalgamation, or conversion of securities, this method has recently been restricted by the NCLAT.
Analysis: Acquirers may not be able to buy out the minority if they first consolidate their shareholding through contractual agreements to eventually take over the remaining shareholding. Apart from that, it is unclear whether this amounts to a simple voluntary buy-out or a minority "squeeze-out" because there is no explicit language requiring the minority to purchase the offered shares. In addition, unlike the Dissenting Squeeze out, which will only apply if there is a rebellious alternative saver, the Minority squeeze out is open to the alternative. Due to the stringent regulations that applied to unpaid squeeze-out, putting a "minority squeeze out" into action was difficult prior to the Companies Act of 1956. The new law stipulates an obligatory alternative press-out subject to the appropriate shareholders' resolution in addition to maintaining the requirement for an unpaid squeeze-out.
vi. Merger or Amalgamation in the Public interest
At the point when the public authority is fulfilled that it is fundamental in the public interest that at least two organizations ought to amalgamate, can by arrange accommodate the combination of those organizations into a solitary organization (Sec-237- Power of Central Government to provide for amalgamation of companies of public interest).
Analysis: Two or more businesses can be forced to merge under this clause. If that is the case, it is a forced merger, not a merger in the public interest or a key to dealing with corporations that default. The members of the companies that are merging need to be adequately protected (Moons Technologies Ltd. v. UOI & ürs.(2019)).
6. CONCLUSIONS
Getting through text suggests plan overall business, money, and sociology optional that macroeconomic variable like financial, authentic, following, social, and informational and localness influence both inbound and outbound trade, asset, and exchange decision. In addition to this band, the study contains accessible laws which are referring to the market for commercial regulation strategy in India, which includes cross-border deals and acquisitions. Poor financial communications, management officials' unpredictability, and subsequent interference are all mentioned in the notes as reasons why high-asset inbound deals were either delayed or failed. Despite differing from these institutionally dichotomous actions, the newly elected administration has intended to be a center for a higher inflow of assets from other urbanized and emerging markets by easing asset rules and a contribution tax holiday. The international manager and the institutional structure can optionally follow a set of guidelines that encourage the acquisition of distant direct assets through this method. The review and proposal would be beneficial to economists, policymakers, M&A advisors, officially authorized consultants, asset bankers, cosmopolitan managers, private equity firms, and foreign investor and multinational corporations planning to invest in Indian commerce. Lastly, the uniqueness and financial presentation of local and native acquisition in the given nation cannot be observed empirically, necessitating additional research.
7. RECOMMENDATIONS
Financial policymakers and narrow institutions have been advised that granting multinational corporations (MNCs) a tax break for overseas transactions will enable them to generate more assets in the same industry and in other industries in the given host state. Additionally, a policy that states "foreign tax payments can be credited against domestic taxes" has been suggested by management. Both restricted businesses and multinational corporations outside of the United States will be able to access the global financial market if the cross-list mode is made available. This will make financing from outside sources cheaper. A strong government, superior legal system, secretarial principles (such as IFRS), a banking and security system, and quick disproof teams to investigate and resolve asset, bankruptcy, saver defense, and other securities filing disputes are necessary for a state to participate in the global trading stage. International deals and asset transactions are explained by improved institutional laws, which reduce irregularity, the amount of time required to complete the legal process, and legal deal costs. Both the CCI and the Registrar of Companies could draft new laws and regulations that would be beneficial to businesses, other market participants, and more if they focused on "spin-offs and the marketplace for business control." It has been seen that side projects could set the stage for the after that combination wave.
Improved financial supremacy mechanisms, laws and events, and efficient insolvency laws are anticipated to be implemented by the Indian plan. Additionally, it is anticipated that it will make a significant commitment to the deregulation of the monetary market. This will raise the level of the active contribution of foreign reserves to trade, FDI inflows and outflows, and mergers and acquisitions. While developing a rule strategy for some time, the linked ministry and service department ought to have better organization and responsibility. Importantly, "public power and control" should not be frozen for one's own benefit because doing so would jeopardize quality and community supremacy.
A financial system's foundation is more dependent on the direction and execution of its strategy than on policymaking; India and other nations should also take community management into consideration, such as skill development. In general, the harvest and armed forces of banks and financial institutions need to reach every part of the state where more investments and savings could be made; Consequently, a state can rely on its own financial history to survive without incurring external debt. Finally, both domestic and international businesses will gain from the steady expansion of the country's monetary market.
REFERENCES
[1] Agarwal, M. and Bhattacharjea, A. (2006), "Mergers in India: a response to regulatory shocks", Emerging Markets Finance and Trade, Vol. 42 No. 3, pp. 46-65.
[2] Ahluwalia, M.S. (2002), "Economic reforms in India since 1991: has gradualism worked?", Journal of Economic Perspectives, Vol. 16 No. 3, pp. 67-88.
[3] Akbulut, M.E. and Matsusaka, J.G. (2010), "50+ years of diversification announcements", Financial Review, Vol. 45 No. 2, pp. 231-62.
[4] Alguacil, M., Cuadros, A. and Orts, V. (2011), "Inward FDI and growth: the role of macroeconomic and institutional environment", Journal of Policy Modeling, Vol. 33 No. 3, pp. 481-96.
[5] Armour, J. and Lele, P. (2008), "Law, finance, and politics: the case of India", Working paper no. 107/2008, European Corporate Governance Institute.
[6] Athreye, S. and Kapur, S. (2009), "Introduction: the internationalization of Chinese and Indian firms-trends, motivations and strategy", Industrial and Corporate Change, Vol. 18 No. 2, pp. 209-21.
[7] Banerjee, P., Banerjee, P., De, S., Jindra, J. and Mukhopadhyay, J. (2014), "Acquisition pricing in India during 1995-2011: have Indian acquirers really beaten the odds?", Journal of Banking & Finance, Vol. 38 No. 1, pp. 14-30.
[8] Barbopoulos, L., Paudyal, K. and Pescetto, G. (2012), "Legal systems and gains from crossborder acquisitions", Journal of Business Research, Vol. 65 No. 9, pp. 1301-12.
[9] Beardsley, S.C. and Farrell, D. (2005), "Regulation that's good for competition", The McKinsey Quarterly, Vol. 2, pp. 49-59.
[10] Beck, T., Demirguc-Kunt, A. and Levine, R. (2001), "Law, politics, and finance", available at: http://dev3.cepr.org/meets/wkcn/5/567/papers/levines.pdf (accessed 1 December 2013).
[11] Becker, J. and Fuest, C. (2010), "Taxing foreign profits with international mergers and acquisitions", International Economic Review, Vol. 51 No. 1, pp. 171-86.
[12] Bhattacharjea, A. (2008), "India's new competition law: a comparative assessment", Journal of Competition Law and Economics, Vol. 4 No. 3, pp. 609-38.
[13] Bhaumik, S.K. and Selarka, E. (2012), "Does ownership concentration improve M&A outcomes in emerging markets? Evidence from India", Journal of Corporate Finance, Vol. 18 No. 4, pp. 717-26.
[14] Bloomberg (2014), "Spinoffs could set stage for next merger wave: real M&A", October 15, available at: http://www.bloomberg.com/news/2014-10-14/spinoffs-could-set-stagefor- next-merger-wave-real-m-a.html (accessed 29 October 2014).
[15] Bris, A., Brisley, N. and Cabolis, C. (2008), "Adopting better corporate governance: evidence from cross-border mergers", Journal of Corporate Finance, Vol. 14 No. 3, pp. 224- 40.
[16] Byington, J.R. and McGee, J.A. (2010), "White-collar crime: a due diligence issue in India", Journal of Corporate Accounting & Finance, Vol. 21 No. 6, pp. 9-15.
[17] Cheng, H.F., Gutierrez, M., Mahajan, A., Shachmurove, Y. and Shahrokhi, M. (2007), "A future global economy to be built by BRICs," Global Finance Journal, Vol. 18 No. 2, pp. 143-56.
[18] Czinkota, M.R. and Skuba, C.J. (2014), "Contextual analysis of legal systems and their impact on trade and foreign direct investment", Journal of Business Research, Vol. 67 No. 10, pp. 2207-11.
[19] Dhanaraj, C. and Khanna, T. (2011), "Transforming mental models on emerging markets", Academy of Management Learning & Education, Vol. 10 No. 4, pp. 684-701.
[20] (The) Economic Times (2014a), "Competition Commission of India tightens rules to see through mergers and acquisition structures", April 2, available at: http://articles.economictimes.indiatimes.com/2014-04-02/news/48801339_1_competition-commission-transaction-vinod-dhall (accessed 2 April 2014).
[21] (The) Economic Times (2014b), "India's M&A deal stands at $32.6 billion during January- August: Grant Thornton", September 18, available at: http://articles.economictimes.indiatimes.com/2014-09-18/news/54067999_1_ma-dealcross- border-deals-equity-deal-activity (accessed 29 October 2014).
[22] Erel, I., Liao, R.C. and Weisbach, M.S. (2012), "Determinants of cross-border mergers and acquisitions", Journal of Finance, Vol. 67 No. 3, pp. 1045-82.
[23] Ezeoha, A.E. and Ogamba, E. (2010), "Corporate tax shield or fraud? Insight from Nigeria", International Journal of Law and Management, Vol. 52 No. 1, pp. 5-20.
[24] Feito-Ruiz, I. and Menéndez-Requejo, S. (2011), "Cross-border mergers and acquisitions in different legal environments", International Review of Law and Economics, Vol. 31 No. 3, pp. 169-87.
[25] Financial Times (2014), "Identifying problems before they occur is key when advising on complex M&A deals", June 11, available at: http://www.ft.com/cms/s/2/c49192b2- e733-11e3-88be-00144feabdc0.html#axzz3HL1sgLfx (accessed 27 January 2014).
[26] Georgieva, D. and Jandik, T. (2012), "Alternative paths of convergence toward U.S. market and legal regulations: cross-listing vs. merging with U.S. bidders", Journal of Multinational Financial Management, Vol. 22 No. 5, pp. 230-51.
[27] Hao, G.Q. and Howe, J.S. (2011), "Does merger structure matter?", Managerial Finance, Vol. 37 No. 12, pp. 1112-36.
[28] Hohler, K. (2013), "The introduction of the exemption system for foreign profits and its effects on international acquisitions-the UK and Japan regaining international tax competitiveness?", Journal of Applied Accounting Research, Vol. 14 No. 3, pp. 224- 47.
[29] Huizinga, H. and Voget, J. (2009), "International taxation and the direction and volume of cross-border M&As", Journal of Finance, Vol. 64 No. 3, pp. 1217-49.
[30] India Today (2012), "Document shows Chidambaram delayed Aircel-Maxis deal by 7 months", May 8, available at: http://indiatoday.intoday.in/story/document-showschidambaram- delayed-aircel-maxis-deal/1/187868.html (accessed 6 February 2014).
[31] Isa, K. (2014), "Tax complexities in the Malaysian corporate tax system: minimise to maximize", International Journal of Law and Management, Vol. 56 No. 1, pp. 50-65.
[32] Jain, A. (2012), "Extra-territorial jurisdiction of Competition Commission of India", Journal of Financial Crime, Vol. 19 No. 1, pp. 112-19.
[33] Kanekal, N. and Ganz, K. (2012), "Vodafone-Hutch deal: retrospective change to I-T Act", available at: http://www.livemint.com/2012/03/16143015/VodafoneHutch-deal-- Retrospe.html (accessed 16 September 2012).
[34] Khanna, T. and Palepu, K.G. (2000), "Is group affiliation profitable in emerging markets? An analysis of diversified Indian business groups", Journal of Finance, Vol. 55 No. 2, pp. 867-91.
[35] Kim, D.-H. and Trumbore, P.F. (2010), "Transnational mergers and acquisitions: the impact of FDI on human rights, 1981-2006", Journal of Peace Research, Vol. 47 No. 6, pp. 723-34.
[36] Kim, E.H. and Lu, Y. (2013), "Corporate governance reforms around the world and crossborder acquisitions", available at http://ssrn.com/abstract=2265263 (accessed 3 December 2013).
[37] KPMG (2012), "What's news in tax: investing in India-the new frontier", available at: http://www.kpmg.com/KY/en/IssuesAndInsights/ArticlesPublications/PublishingImag es/india-new-taxation-regime.pdf (accessed 14 December 2012).
[38] Kumar, N. (2009), "How emerging giants are rewriting the rules of M&A", Harvard Business Review, Vol. 87 No. 5, pp. 115-21.
[39] Licht, A.N., Goldschmidt, C. and Schwartz, S.H. (2005), "Culture, law, and corporate governance", International Review of Law and Economics, Vol. 25 No. 2, pp. 229-55.
[40] McConnell, L.J. (2014), "Establishing liability for multinational corporations: lessons from Akpan", International Journal of Law and Management, Vol. 56 No. 2, pp. 88-104.
[41] Meyer, K.E., Estrin, S., Bhaumik, S.K. and Peng, M.W. (2009), "Institutions, resources, and entry strategies in emerging economies", Strategic Management Journal, Vol. 30 No. 1, pp. 61-80.
[42] MSN (2013), "29 years later, Bhopal gas victims still wait for justice", December 2, available at: http://news.in.msn.com/national/29-years-later-bhopal-gas-victims-still-wait-forjustice (accessed 4 December 2013).
[43] Nagano, M. and Yuan, Y. (2013), "Cross-border acquisitions in a transition economy: the recent experiences of China and India", Journal of Asian Economics, Vol. 24 No. 1, pp. 66-79.
[44] Nangia, V.K., Agarawal, R., Sharma, V. and Reddy, K.S. (2011), "Conglomerate diversification through cross-continent acquisition: Vedanta weds Cairn India" Emerald Emerging Markets Case Studies, Vol. 1 No. 1, pp. 1-15.
[45] Nayyar, D. (2008), "The Internationalization of firms from India: investment, mergers and acquisitions", Oxford Development Studies, Vol. 36 No. 1, pp. 111-31.
[46] North, D.C. (1990), Institutions, Institutional Change, and Economic Performance, Cambridge University Press, Cambridge and New York.
[47] OECD (2009), "Globalization and emerging economies", Policy Brief, Organisation for Economic Co-operation and Development, available at: http://www.oecd.org/regional/searf2009/42576801.pdf (accessed 5 May 2011).
[48] Pandey, A. (2012), "Policy makers need to revisit prudent approach of the 90s", June 1, The Financial Express, p. 12.
[49] Ramello, G.B. and Voigt, S. (2012), "Introduction: the economics of efficiency and the judicial system", International Review of Law and Economics, Vol. 32 No. 1, pp. 1-2.
[50] Ray, K.G. (2010), Mergers and Acquisition - Strategy, Valuation and Integration, PHI Learning, New Delhi.
[51] Reddy, K.S., Nangia, V.K. and Agarawal, R. (2011), "Review, rewriting and impact of Indian takeover code", International Journal of Law and Management, Vol. 53 No. 4, pp. 241-51.
[52] Reddy, K.S., Nangia, V.K. and Agrawal, R. (2012), "Mysterious broken cross-country M&A deal: Bharti Airtel-MTN", Journal of the International Academy for Case Studies, Vol. 18 No. 7, pp. 61-75.
[53] Reddy, K.S., Nangia, V.K. and Agrawal, R. (2013), "Indian economic-policy reforms, bank mergers, and lawful proposals: the ex ante and ex post 'lookup'", Journal of Policy Modeling, Vol. 35 No. 4, pp. 601-22.
[54] Reddy, K.S., Nangia, V.K. and Agrawal, R. (2014a), "Farmers Fox theory: does a country's weak regulatory system benefit both the acquirer and the target firm? Evidence from Vodafone-Hutchison deal", International Strategic Management Review, Vol. 2 No. 1, pp. 56-67.
[55] Reddy, K.S., Nangia, V.K. and Agrawal, R. (2014b), "The 2007-2008 global financial crisis, and cross-border mergers and acquisitions: a 26-nation exploratory study", Global Journal of Emerging Market Economies, Vol. 6 No. 3, pp. 257-81.
[56] Reis, N.R., Ferreira, M.P. and Santos, J.C. (2013), "Institutional distance and cross-border mergers and acquisitions completion: a conceptual framework", available at: http://www3.eeg.uminho.pt/economia/nipe/iibc2013/4.2.pdf (accessed 11 December 2013).
[57] Sansom, M. and Christian, P. (2010), "India's new competition regime: the elephant who became a tiger", Journal of European Competition Law and Practice, Vol. 1 No. 1, pp. 62-5.
[58] Schollhammer, H. and Nigh, D. (1984), "The effect of political events on foreign direct investments by German multinational corporations", Management International Review, Vol. 24 No. 1, pp. 18-40.
[59] Schollhammer, H. and Nigh, D. (1986), "The effect of political events on Japanese foreign direct investments", Asia Pacific Journal of Management, Vol. 3 No. 3, pp. 133-56.
[60] Scott, C.D. (2015), "Lobbying: a critical dimension of business strategy", International Journal of Law and Management, Vol. 57 No. 1, pp. 17-27.
[61] Serdar Dinc, I. and Erel, I. (2013), "Economic nationalism in mergers and acquisitions", Journal of Finance, Vol. 68 No. 6, pp. 2471-2514.
[62] Shroff, R. and Ambast, A. (2013), "Ss. 5 and 6 of the Competition Act, 2002: demystifying the competition implications of mergers and acquisitions in India", Journal of Financial Crime, Vol. 20 No. 1, pp. 88-115.
[63] Tan, H.B. and Hooy, C.W. (2003), "Bank merger and bank stock volatility: a post- announcement analysis", Managerial Finance, Vol. 30 No. 4, pp. 29-47.
[64] Varma, S. (2011), "Born global acquirers from Indian IT: an exploratory case study", International Journal of Emerging Markets, Vol. 6 No. 4, pp. 351-68.
[65] World Bank (2014), Doing Business 2015: Going Beyond Efficiency, World Bank, Washington DC.
[66] Zhang, J. and He, X. (2014), "Economic nationalism and foreign acquisition completion: the case of China", International Business Review, Vol. 23 No. 1, pp. 212-27.
[67] Zhang, J., Zhou, C. and Ebbers, H. (2011), "Completion of Chinese overseas acquisitions: institutional perspectives and evidence", International Business Review, Vol. 20 No. 2, pp. 226-38.
