CROSS-BORDER MERGERS AND ACQUISITIONS UNDER FEMA, THE COMPANIES ACT, AND SEBI REGULATIONS: A CRITICAL ANALYSIS OF INDIA'S REGULATORY ARCHITECTURE

Cross-border mergers and acquisitions ("M&A") have emerged as a central vehicle for Indian companies to integrate with global value chains and for foreign investors to consolidate their presence in the Indian market. The legal architecture governing such transactions in India is tri-layered, resting on the Companies Act, 2013, which supplies the corporate law mechanics for schemes of merger and amalgamation; the Foreign Exchange Management Act, 1999, together with the Foreign Exchange Management (Cross Border Merger) Regulations, 2018, which regulate the capital account and exchange control dimensions; and the regulations framed by the Securities and Exchange Board of India, which govern disclosure, valuation, and shareholder protection where listed entities are involved. This paper undertakes a doctrinal examination of this framework, tracing its historical evolution from the restrictive regime under the Companies Act, 1956, to the liberalised inbound-and-outbound merger regime introduced by Section 234 of the Companies Act, 2013 and Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. It examines the procedural interplay between the National Company Law Tribunal, the Reserve Bank of India, and SEBI, analyses key compliance obligations such as valuation, pricing guidelines, and the deemed-approval route under Regulation 9 of the 2018 Regulations, and evaluates judicial and regulatory precedent. The paper concludes that while India has made significant strides toward a facilitative cross- border merger regime, structural frictions-particularly in taxation, sectoral restrictions, and coordination among regulators-continue to limit its efficacy, and recommends targeted reforms.