STRUCTURING CROSS-BORDER M&A TRANSACTIONS TO NAVIGATE INDIAN REGULATORY BARRIERS: A LEGAL PERSPECTIVE

AUTHOR – CHIRAG YADAV* & DR. SUSANTA SHADANGI**

* STUDENT AT ICFAI UNIVERSITY, DEHRADUN

** ASSOCIATE PROFESSOR AT ICFAI UNIVERSITY, DEHRADUN

BEST CITATION – CHIRAG YADAV & DR. SUSANTA SHADANGI, STRUCTURING CROSS-BORDER M&A TRANSACTIONS TO NAVIGATE INDIAN REGULATORY BARRIERS: A LEGAL PERSPECTIVE, INDIAN JOURNAL OF LEGAL REVIEW (IJLR), 6 (6) OF 2026, PG. 348-361, APIS – 3920 – 0001 & ISSN – 2583-2344.

Abstract

Cross-border mergers and acquisitions (M&A) represent one of the most complex categories of corporate transactions, particularly when they involve India as either the acquirer or the target jurisdiction. The Indian regulatory ecosystem governing such transactions is layered and multidimensional, encompassing foreign exchange controls under the Foreign Exchange Management Act, 1999, competition law clearances under the Competition Act, 2002, securities law requirements under the SEBI Takeover Code, and a wide array of sector-specific approvals. This paper undertakes a systematic legal analysis of the principal regulatory barriers confronted by foreign investors in cross-border M&A transactions involving India. It further proposes a set of structuring strategies  ranging from careful entity selection and phased investment approaches to creative use of joint ventures, asset acquisitions, and scheme-of-arrangement mechanisms  that can meaningfully reduce regulatory friction. The paper concludes with an assessment of emerging trends, including the competition law overhaul introduced by the Competition Amendment Act, 2023, proposed SEBI reforms to streamline scheme approvals, and the strategic opportunities opening up through India’s National Monetization Pipeline and Production Linked Incentive schemes. The analysis proceeds from the conviction that regulatory barriers, while real, are rarely insurmountable  and that a legally informed, proactively structured transaction stands a considerably better chance of achieving its commercial objectives.

Keywords: Cross-border M&A, Foreign Exchange Management Act, Competition Act, SEBI Takeover Code, FDI policy, deal structuring, joint ventures, competition clearance.