Tuesday, November 10, 2015

Papers on M&A Agreements, Woman Director

Professor Afra Afsharipour has posted on SSRN two papers that may be of interest to readers. They are listed below along with abstracts.

This chapter reviews the transformation of merger and acquisition (M&A) transactions in India. Due to globalization and economic liberalization, India has experienced a significant wave of cross-border M&A deals. The explosion of cross-border merger and acquisition transactions has affected the makeup of the legal profession in India, as well as the norms and practices of transactional lawyers in India, including the way Indian lawyers document M&A transactions. The practice of Indian corporate law firms now often resembles those of US firms in the negotiation and drafting of acquisition agreements. This chapter identifies the salient features of Indian M&A deal-making and contracting that have become increasingly influenced by US-style acquisition transactions. This chapter uses representation and warranties provisions, indemnification provisions and earn-out arrangements to illustrate transplants in the law of the deal.

In 2013, India passed historic legislation mandating that boards of publicly listed and certain other large companies must include one woman director. The mandate, which came into effect on April 1, 2015, has the potential to vastly change the profile of Indian boards and board members. This chapter examines the history and trajectory of India’s board diversity requirement. It seeks to understand the genesis and goals of this requirement, and explores some of the challenges that India has already faced and may continue to face with respect to the possible effectiveness of this requirement. The chapter then considers for the Indian context the implications of business and social science literature on gender diversity on corporate boards.

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