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Public M&A Regulations – Key Highlights 2023

01 Feb 2024

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Reflections on the key changes in 2023 to regulations governing public M&A transactions.

Partner: Sanjam Arora, Associate: Shreya Shenolikar

The year 2023 saw some significant changes to regulations relating to public M&A transactions. Although there is growing recognition of the need for a more efficient regulatory framework as India matures as a market, the reforms agenda remained somewhat muted. The regulatory focus was primarily on strengthening governance and disclosure rules, some of which also have both direct and indirect consequences for public M&A transactions.

The key highlights from the year are:

1. Foreign portfolio investors/financial investors allowed to sell shares through an ‘offer-for-sale’

The Securities and Exchange Board of India (SEBI) notified a Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism in January 2023, to ease the rules for selling shares through an OFS on the stock exchange.

The OFS route allows shareholders in listed companies to divest significant stakes on the stock exchange through a public bidding process. Earlier, only shareholders holding at least 10% in the listed company could sell their shares through the OFS process. This route is now open to all shareholders, subject to a minimum transaction value of INR 25 crore (~USD 3 million). (To read our detailed update on this amendment, click here.)

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