1st Edition

Cross Border Mergers and Acquisitions A Comparative Study between India and the USA

By B. N. Ramesh Copyright 2023
    330 Pages 28 B/W Illustrations
    by Routledge India

    330 Pages 28 B/W Illustrations
    by Routledge India

    This book presents a comparative analysis of cross-border mergers and acquisitions (CBMA) in terms of competitive framework and procedures between India and the United States of America.

    It discusses themes like statutes, regulations, rulings, legislations and analysis of CBMA; competition law, antitrust, and demerger; new legal initiatives by India like New Economic Policy (NEP), Goods and Services Tax (GST), demonetisation and amendments in the Foreign Exchange Management Act (FEMA); and the impact of COVID on CBMA, to showcase the challenges and opportunities of specific CBMA experience in India in a global framework.

    This book will be an essential read for scholars and researchers of law, corporate law, company law, international company law, corporate governance, international relations, public policy, international trade law, economics, and for practitioners, policymakers and consultants working on the subject.


    1 Meaning of Mergers and Acquisitions

    The Matrix of the Global Economy

    Types of Mergers and Acquisitions

    Meaning of Cross-Border Mergers and Acquisitions (CBMA)

    History of the CBMA in India

    The CBMA and RBI

    Mandatory Prior Approval

    Central Government Responsibility of Framing of Rules in Consultation with the RBI

    Approval by the National Company Law Tribunal (NCLT)

    Permitted Jurisdiction for an Outbound Merger


    Types of CBMAs

    The Magnitude of CBMAs

    The CBMA and Competition Law in India

    The CBMA and Indian Tax Reforms

    The CBMA and Financial Sector

    CBMA and the Legal Provisions in India

    Rules and Regulations

    The CBMA and Indian Experience in Implementation

    Indian Experience

    The FDA and Emerging Markets

    The Case of India

    Economic Policy Reforms and the CBMA

    Major Legal Reforms of the CBMA in India

    Demonetisation and the CBMA

    Impact of Demonetisation

    The CBMA and Growth in Business

    The CBMA and Jan Dhan Accounts

    People’s Inclusiveness and Economic Reforms

    Finance Banking Governance Reforms

    IT Act and the CBMA

    The CBMA and FEMA

    Issuance of Shares in the CBMA

    The Framework to the IBC Process—Opportunities

    Start-ups and the CBMA

    Kaizen and the CBMA

    The CBMA and Domestic Experience of Learning Importance

    The CBMA and Prevention of Corruption Act, 1988 and Foreign Direct Investment Rules

    The CBMA and SEBI

    SEBI and the CBMA

    Motives for the CBMA

    CBMA: Culture and Corporate Governance

    The CBMA and Emerging Countries

    The CBMA and Specific Types of Mergers

    CBMA and the Competition Law, 2002

    CBMA and the Stamp Duty Act

    CBMA and the Judicial Infrastructure

    CBMA and the USA

    Securities and Exchange Commission

    FTC (The Federal Trade Commission)

    The CBMA and USA Tax Reforms

    The CBMA and Tax Reforms in the USA, CFC, TIPRA

    Controlled Foreign Corporation (CFC)

    FIRPTA, 1980 and THA-2015

    Internal Revenue Service (IRS)

    CBMA and Legal Due Diligence

    The Doctrine of Successor Liability and Department of Justice, USA

    CBMA and Legal Due Diligence in Antitrust/Competition Matters

    The Sarbanes–Oxley Act, 2002

    The Dodd-Frank Act

    National Security in USA and CBMAs

    CIFUS and the CBMA

    Clayton and the HSR Acts and Amendments

    Specific Examples

    Comparison between the USA and India

    International Law

    CBMA and BRICS (Brazil, Russia, India, China and South Africa)

    CBMA and International Trade

    Indices and Ratios

    CBMA Emerging Economies, India and BRICS

    CBMA in Emerging Economies and Developed Economies

    LDC and EM in the CBMA Environment

    Emerging Opportunities and CBMA

    Comparative CBMA in Various States of the USA

    Upheavals in Global Economy

    CBMA and Cyber Business


    2 Cross-Border Mergers and Acquisitions: Statutes, Regulations, Rulings, Legislations and Analysis


    Culture and the CBMA


    CBMAs: Ease of Doing Business

    Ease of Doing Business Index (EDBI)

    Solvency and Ongoing Concern

    IBC (The Insolvency and Bankruptcy Code)

    Cross-Border Insolvency; India and the USA


    The Pre-Pack in the USA

    CBMAs and GST

    CBMAs and Real Estate Regulation Act (RERA)

    Impact of RERA on the Functioning of Real Estate Developers and Other Stakeholders

    CBMAs, RERA Priorities Present, and Future

    Amendments to PC Act, 1988 and FDI Rules

    The CBMA and Insider Trading

    The CBMA and Hostile Takeover

    The CBMA and Warranties

    The CBMA and Industrial Dispute Act and Essential Acts

    The CBMA, Specific Relief Act, and Corruption

    Corruption and IBC 2016

    The CBMA and FDI

    Gaps in the CBMA Domestic and International Learning Experience

    Purchase and Sales and CBMAs

    CBMAs and Influencing Factors

    Enabling Factors of the CBMA

    Foreign Investors

    Motives for the CBMA

    The Benefits of the CBMA

    Challenges and the CBMA


    Corporate Governance

    The CBMA Culture Governance and Corporate Governance

    Employee Attrition and the CBMA

    Comparative Factors, International versus Emerging Countries, and the CBMA

    Implementation in Developed Countries—CBMA

    Emerging Markets and the CBMA

    Example of the CBMA in Intra-emerging Developing Countries

    The CBMA and Specific Types of Mergers

    Fraud and the CBMA

    Insider Trading

    Provision of Section 195 of Companies Act, 2013

    Competition Law and the CBMA

    Provisions and Implementation of the Stamp Duty Act (1899)

    Judicial Review

    Innovation and the CBMA

    Integration and the CBMA

    Technology and the CBMA

    Research and the CBMA

    The Effect of Synergy

    Culture and CBMAs

    The CBMA and Corruption

    Lawyers and the CBMA

    Reasons for Failure of the CBMA

    3 CBMA, Competition Law, Antitrust and Demerger


    Competition, Antitrust and the CBMA

    The CBMA and Antitrust Laws

    The CBMA and US Antitrust Experience

    Case Study

    Antitrust Matters and Global Enforcement Guidelines

    Antitrust Litigation in the United States

    Frivolous, Bad Faith and Sham Commercial Litigation and CBMA

    Competition Policy and CBMA in India

    Competition Commission of India, Recent Developments

    Coordination among Various Regulators

    Competition Act, Competition Commission, Mergers, Amalgamation Enforcement, Suggestions

    Recent Experience in CBMA and Ease of Doing Business Index

    Gaps, Tribunals, Scope for Correction

    The Concept of Demergers in India and the USA

    Legislative Initiatives in India and Jurisdiction of Ministry of Corporate Affairs

    Ministry for Corporate Affairs, Government of India

    Inbound Mergers

    Out Bound Mergers

    Companies Compromises and Agreement or Amalgamation Rules, 2016  Bilateral Agreements and CBMA

    Nokia’s Case

    Stamp Duty and CBMA

    Stamp Duty Act and Its Implications on CBMA

    Stamp Duty Law in India-Legislative Provisions

    Maharashtra Stamp Act, 1958

    Karnataka Stamp Act


    Li Taka Pharmaceuticals vs State of Maharashtra (1997)

    Hindustan Lever vs State of Maharashtra (2004)

    Delhi Towers Ltd vs GNCT of Delhi (2009)

    Delhi Towers Ltd vs GNCT of Delhi (2009)

    Specific Relief Act, 1963: The Amendment Bill, 2017 Implications on Business Transactions and CBMA

    Specific Relief Act, 1963

    The Implications of the Amendments to the Specific Relief Act, 1963 (SRA, 1963)

    The Proposed Changes

    General Rule, Specific Performance and Changes

    Discretion Given to Courts and Committees

    Rights of Third Parties

    Separate Class for Public Contracts


    Effects of the Specific Relief (Amendment) Bill, 2017 on the Law of Remedies for Breach of Contract

    Limited Liability Act, 2008 and Its Implications on CBMA

    LLP Act in India


    CBMA and CAG

    Corruption Transparency Issues in Cross-Border Mergers and Acquisitions, the USA and India


    FCPA in the USA

    Example of Major Cases

    Enforcement in the USA

    Control Framework and Structures

    Compliance Programmes

    Scope of Improvement

    Vicarious Liability/Responsibility and CBMA

    Anti-corruption due Diligence and Critical Examples

    Effectiveness of FCPA Implementation

    Critical Examples of Anti-corruption Prosecution in CBMA

    Transparency and Evaluation of Indian CBMAs


    4 New Legal Initiatives by India in CBMA Environment


    Money Laundering and CBMA

    SFIO and the CBMA

    The Importance of Credit in the CBMA

    SARFAESI and the CBMA

    The CBMA and Banking Reforms

    The CBMA and Banking Sector Reforms

    RBI Reforms and the CBMA

    Tax Havens and the CBMA

    Banking Sector and the CBMA

    Banking and New Initiatives

    Stamp Act and the CBMA

    Latest Developments

    Improvement in Ease of Doing Business Index

    Efforts for Modifications of Law


    5 COVID and the CBMA

    The Impact of COVID-19 Pandemic Crisis on Mergers and Acquisitions

    COVID-19 Pandemic and the CBMA Trends

    Logistics, Transportation, Supply Chain Management and COVID-19 Pandemic

    Government Regulators

    Scope for Increases in FDI and FPI through CBMA during COVID- 19 Pandemic

    Travel and Tourism

    Regulator Dilemma

    COVID-19 Pandemic and the Changes in the Structure of Business in the Context of the CBMA

    Investment Funds and SEBI

    Letters of Intent

    Non-Uniform Impact of the COVID-19 Pandemic

    The MAE/MAC Impact on the CBMA vs. COVID-19 Pandemic

    The Strategic Outlook of the Global Economy Due to the COVID-19


    Resilience and COVID-19 Pandemic

    Flattening of the Pandemic Graph

    Lockdown and COVID-19 Pandemic

    Impact of COVID-19 Pandemic on International Business Law

    Accountancy Issues

    Accounting-Related Issues

    Long-term Stability vs. Short-term Crisis

    The Response of Major Centres and Industrial Sectors

    Prevention is Better than Perishing

    Anticipation Is Better than Precipitation

    International Rules on the CBMA Restructuring

    RCEP and the CBMA

    COVID-19 Pandemic, the CBMA and Corporate Fraud

    Risks and Threats to the CBMA

    Mergers and Acquisitions and Distressed Assets

    Protective Measures and Impact of COVID-19 Pandemic

    Law Business Strategy, the CBMA and COVID-19 Pandemic Impact

    Economy and Cross-Border Mergers and Acquisitions

    Litigation and Cross-Border Mergers and Acquisitions

    Due Diligence and Emerging Technology

    Legal Implications and Labour Law

    Impact, Short- and Long-Term of COVID-19 Pandemic on the CBMA

    Legal Implications of Failed Negotiations on Price Front

    Revenue and Solvency Issues

    Date-line Compliance

    Legal Position of Merger Law and the Changes in the USA

    Regulatory Law in the USA

    Pandemic COVID-19 and Lessons

    Attempts to Amend the Merger Law in the USA

    Work from Home and Quarantine Care and COVID-19 Pandemic

    Global Economic Distress and COVID-19 Pandemic

    Business during COVID Era

    Innovations in Administration

    COVID-19 Pandemic and Govt. of India’s Response

    Opportunistic and Predatory Takeovers

    Effects of Timelines and Antitrust Review Mechanism by the State

    T-Mobile Sprint Case


    The Verdict of DOC, the USA

    Conclusions of Law

    FTC and COVID-19 Pandemic

    Employee Attrition and Precautions in the CBMA Environment due to COVID-19 Pandemic

    Post-COVID-19 Pandemic Strategies in the CBMA

    Proper Due Diligence

    Evaluation of Business Worth in the Post-COVID-19 Pandemic

    Post-COVID-19 Pandemic Regulatory Aspects by Government and Autonomous Agencies

    Compliance to Legal Provisions and Documentation

    IBC, CBMA, COVID-19 Pandemic, India and the USA

    Insolvency and Bankruptcy Code and Its Effectiveness

    Resolving Insolvency

    Banks, Non-Performing Assets, Insolvency and Bankruptcy Code

    NPA and IBC

    Non-Performing Assets

    IBC vs Insolvency Proceedings in the USA

    Timelines and IBC

    The Similarity between IBC and USBC

    International Opinion about IBC

    Effect of IBC in India

    Banker’s View on IBC

    The US Bankruptcy Code, 1978

    Comparison of Bankruptcy Regulations between India and the USA

    Post-Bankruptcy and Reconstruction

    Composition of Creditors Committee and the Law

    Historical Evolution of Bankruptcy Law in the USA and India in the Context of the CBMA

    Impact of Current Pandemic Wave-II in India

    6 Pandemics, Business Response, Law and the CBMA

    Supply Chain Logistics and COVID-19 Pandemic

    Insurance and COVID-19 Pandemic

    Case Study of Start-up and Acquisition during COVID-19 Pandemic Era in India

    Case Study Example of the Law Enforcement in India as the Cause of Ease of Doing Business in India

    New Technology Banking Reforms and COVID-19 Pandemic

    Industrial Labour Reforms and Ease of Doing Business Index

    Legal Innovation

    Online Dispute Resolution and Ease of Doing Business

    Digitalisation and Cross-Border Mergers and Acquisitions

    Fraud Prevention

    Whistle blower Protection and Rule of Law as a Tool for Ease of Doing Business in CBMA Environment

    Ultimate Suggestions

    COVID-19 Pandemic and Cybersecurity and the CBMA

    Cybersecurity, CBMA, and DSCI

    National Company Law Tribunal

    COVID-19 Pandemic and Resolution for Liquidation

    NCLT, COVID-19 and New Electronic Initiatives

    7 Fairness in Acts and Activity

    Competition Commission of India

    IBBI Initiatives and Accountability

    The Federal Trade Commission of the USA and Its Performance Snapshot for the Year 2019

    Security Exchanges Commission and Mergers Acquisitions Joint Venture Guidelines, an Update in the USA

    FDI and Its Links with Foreign Trade Growth in India

    Banking Sector Reforms and the CBMA

    Start-Ups and New Technologies


    The Non-Last Word

    8 Recent Reforms in Law in India


    One-Person Company Framework (OPC)


    21 Version 3.0

    NCLT Framework Strengthening

    Foreign Direct Investment in Insurance Companies

    Securities Market Code

    Exemption of Stamp Duty in Government Sale Transactions

    Mergers—Acquisitions Vis-à-vis Budget 2021–2022

    Latest Developments (till June 24, 2021)

    Prevention of Scams/Frauds in CBMAs

    Role of NFRA (India), PCAOB (USA)

    Comparative Infrastructure in the USA and Lessons to Be Learned


    Cross-Border Mergers and Acquisitions and Jurisdiction

    United States and the Doctrine Effect

    9 Kaizen for Global Excellence

    Recent Examples of Implementation of Legal Provisions in India

    Post-COVID Pandemic Changes, Threats and Opportunities

    IBBI Regulatory Framework Changed Mandate

    Evaluation of Initiatives and Implications for Further Action

    Suspending a Tiny Part of IBC

    Lessons of the Pandemic—2nd Annum in the Year 2021

    Role of AI (Artificial Intelligence) and ML (Machine Learning) in the Corporate Sector

    Exposure of New Sectors to Competition and Predation

    The Dangers of Living with Obsolescence

    Disruptions, Hacking, Cyber Threats and Fraud

    Cost of Repetition and the Question of Legitimacy and Intention of Enforcement

    Kaizen in the Economy, Law and Integration of Technologies vs Increasing Redundancy of Differentials

    Current Reforms in India

    Non-Performing Assets and the Banking Law

    IBC, IBBA and Specific Law for the Prevention of Insolvency

    The Role of Enforcement

    Lobbies, Pressure Groups, Publicity and Public Interest Litigation Policy

    Indexes of Governance—Ease of Doing Business, Arbitration, Redressal of Disputes, ADRs

    Regulatory Authorities and Enforcement

    Credibility of the State through Performance of Government

    Seamless Connectivity from Military, Medicine and Management (M3) for Diagnosis, Delivery and Diligence (D3)

    Law as a Link from the Past, through Present for Future and Perspectives of Law

    Law as a Fair Elixir of Tri Virtues—Equality, Freedom and Justice

    Corporate Justice, Civil Justice, Criminal Justice and Governance

    Global Trade, Export Import 2021 and International Trade in Goods and Services in India

    Domestic Trade Policy

    Financial Services

    Suppliers of Financial Services Must Comply with the Requirements Set Out in the Relevant Legislation




    DIPP and FDI



    Boppudi Naga Ramesh belonged to the Indian Police Service (1988 batch), and worked in West Bengal cadre and in different parts of India, fighting anti-insurgency forces and left-wing extremist forces in the Kashmir Valley and in central Indian states. As a civil engineer, he worked for TATAS and earned an MBA degree from the Indian Institute of Management, Calcutta. A triple PhD, his first PhD was from the Indian Institute of Technology, Kharagpur; his second PhD was from the National Police Academy, Hyderabad; and the third PhD was from National Law University, Delhi, India. He is MA Psychology, LLB, LLM and Post-Doc Fellow from JNU, New Delhi. He retired as a DGP, in West Bengal, and presently is a Professor of Law and Management at Maharashtra National Law University, Aurangabad, where he pursues a postdoctoral fellowship in LLD. He won the President of India Police Medal for Meritorious Services and many other medals which include the distinguished alumni medal from IIT Kharagpur. He has participated in many marathons and is an international cyclist as a commando trainer.

    ….Large businesses can no longer afford to remain isolated. Transnational Expansion is in most cases, the key to survival. One of the methods is to enter foreign markets to ensure movement of capital and ghouls through transactional mergers and acquisitions.

    Dr. Ramesh has covered the subject from all angles including the synergies emerging from such mergers and acquisitions. He has dealt with the subject from a broad prism of statutes of the USA, UK and the EU and has analysed them from the Indian perspective. He has dealt with all the vital areas including law, purpose and practical issues, relevant for and to be borne in mind, while venturing into CBMAs.

    The book would be useful to lawyers, law students, industry professionals and chartered accountants alike. It should be fine guide to those who wish to acquire basic knowledge on the subject

    - Justice Raja Shaker Mantha, Judge, High Court At Calcutta.

    Having Obtained a Doctorate of Philosophy (Ph. D) in law for his thesis on Cross Border Mergers and Acquisitions, the author has mastered the intricacies of the subject while making a Comparative Study of the Legal Framework and Procedure in India and the USA. Moreover, the author has put immense effort to simplify the subject so that even a layman can understand well the world of cross-border mergers and acquisitions.

    In dealing with Impact on CBMA and prevention of fraud in CBMA, the author made a very detailed analysis and a laudable explanation which will surely give the reader more insights about the subject.

    - Justice B. Krishna Mohan, Judge, High Court of Andhra Pradesh, Amaravati, Guntur.

    Coming to the present research work, I can say this is one of the novel topics which has contemporary relevance though titled as legal framework but interdisciplinary approach a combination/blend of Management and Business Studies too. The theoretical presentation of the choppers is a lucid and very much information, interesting, the terminology of the International business is very well explained, and the linkage between the chapters is apt and convincing. The research design and the development is well articulated and addressed the gaps with the detailed justification by citing suitable research studies. The construction, flow and uses of English language appear at the free and hence appreciable.

    - Justice Dr. Bulusu Siva Sankara Rao, M. Com., LL.M. Ph.D., LL.D.(Post-Doctoral Fellow), Judge-Judicial Preview, Andhra Pradesh.

    It is remarkable that a seasoned Senior Police Officer of the Indian Police Service has been able to find time, energy and inclination to do an incisive study of such diverse topics as security of state and an important aspect of the corporate ladder such as "Cross Border Mergers and Acquisitions". It shows his thirst for knowledge and urge to share it with others by publishing his work.


    This book gives a comprehensive and lucid presentation on cross-border mergers and acquisitions framework in India, including a good insight into the interplay between the Companies Act, FEMA, SEBI Regulations, etc. it also makes an in-depth comparative analysis of the CBMA framework obtaining in India and the US. It should serve as a useful reference book for students, practitioners and policymakers.


    CBMA is particularly interesting because it is one such topic that is multidisciplinary nature and brings out the disciplines like economics, management (finance and strategy, in particular) and law together. Therefore, who but a scholar in all the three fields-- Dr. B. N. Ramesh, can address this topic more eloquently!! As an Indian Police Service Officer, and a double PhD holder, Dr. Ramesh is uniquely placed to address this topic from multiple perspectives. Dr Ramesh starts with the historical perspective of the CBMA, and extends his analysis to the current day laws and regulations that govern CBMA, especially in the US India relations…. Another nice feature of the book is, it provides a comprehensive perspective on how various laws-- competition law intellectual property law, et cetera-play a role in CBMA. Both for personal and professional reasons, I have the privilege of knowing Dr B. N. Ramesh for a while. In fact, I had the opportunity to have several in-depth conversations with him on several matters relating to economics, statistics, politics, national security, et cetera. In all these interactions, if there is one thing that catches my attention, it is his erudition-- the same erudition that comes across in his book as well.

    - VISVANATH PINGALI, Associate Professor, Indian Institute of Management, Ahmedabad.