Corporate & Transaction Advisory
Due Diligence & Legal Health Checks
A well-reasoned and meticulously carried out due diligence is the cornerstone of any successful transaction. Whether for mergers, acquisitions, investments, real estate transactions or compliance-driven evaluations, we help clients identify legal, operational, and financial risks — enabling informed decisions and smooth execution.
We go beyond checklists. Our goal is to deliver actionable insights, reduce deal uncertainty, and protect our clients' interests, whether on the buy-side, sell-side, or as part of internal corporate health checks. Our team adopts a detail-oriented and commercially pragmatic approach to uncover potential red flags, validate representations and disclosures, and optimise deal structuring — whether concerning a commercial transaction, corporate matter, or real estate transaction.
Our Indicative Service Offerings
Review of corporate records, statutory filings and registers under the Companies Act, 2013 and LLP Act, 2008; review of shareholding structure including foreign investment compliances; review of prior share transfers, allotments and employee share option grants; assessment of any pledges, liens or encumbrances on shares; and review of charter documents (MoA/AoA or LLP Agreement) and shareholders'/share subscription agreements for material terms and pre-emptive rights.
Review of credit facilities availed from financial institutions and third parties, including agreements and RoC filings; review of loans, debentures and debenture stock and their governing terms; assessment of mortgages, charges, liens or pledges over assets; and review of security documents including share pledges and non-disposal undertakings.
Review of employment agreements, offer letters, NDAs and invention assignment agreements; assessment of salary structuring, statutory and contractual benefits; review of ESOP schemes and vested/unvested option details; review of internal workplace policies including POSH; and assessment of statutory registrations under the Shops & Establishments Act, EPF & MP Act, ESI Act, Contract Labour Act, Payment of Gratuity Act, Maternity Benefit Act, Payment of Bonus Act, Equal Remuneration Act, Minimum Wages Act, POSH Act, and the Rights of Persons with Disabilities Act.
Review of material third-party contracts — vendor, supplier, client, service and joint venture/collaboration agreements — to identify liabilities, risks and restrictions; analysis of related-party transactions for arm's-length compliance; and review of internal policies on procurement, whistle-blower protection and anti-bribery.
Review of technology, know-how and processes used in the business; review of IP registrations and applications (trademarks, logos, domain names, copyrights, patents) and chain of title; assessment of security interests and licences granted; review of third-party licensed IP and open-source software usage; and review of data privacy, information security and IT Act compliance including Terms of Use and grievance officer requirements.
Examination of immovable assets, title verification and conveyance deed review; review of Powers of Attorney relating to any immovable properties; and review of lease and licensing agreements including approval requirements and assignment/termination restrictions.
Registration and compliance review under the Factories Act, 1948 and Industrial Disputes Act, 1947 for manufacturing entities; SEZ Act, 2005 compliance for export units; RBI/FEMA filings for foreign income or export invoices; SEBI registration compliance for investment advisors and research analysts; and FDI-linked FEMA compliance for e-commerce marketplace models.
Review of approvals and No Objection Certifications under Air and Water Pollution Control legislation; assessment of routine environmental compliance adequacy; and review of compliance under the E-Waste Management Rules, 2016.
Identification of pending, threatened or historical disputes including regulatory and quasi-judicial proceedings, and analysis of their potential implications on the proposed transaction; and review of relevant court, authority and arbitral tribunal decisions affecting the business.
Frequently Asked Questions
This depends on the target's scale and document readiness. We provide a realistic timeline once we understand the transaction scope and the categories of diligence required.
Yes — we regularly act for both, including preparing sell-side vendor due diligence reports to streamline eventual buyer review.
Yes — we scope diligence to the transaction's actual risk profile, from focused red-flag reviews to comprehensive full-scope diligence.
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