M&A: Structuring, Negotiations, and Drafting Contracts
04 February 2026, Wednesday
04 February 2026, Wednesday
02:00 PM
03:00 PM
IILM School of Law, Gurugram (Centre for Commercial Law and Corporate Governance)
IILM School of Law, IILM University, Gurugram
Dr. Aratrika Deb
CR1, School of Law Building, Block III, IILM University, Gurugram
The guest lecture was a practitioner-led academic session organised by the IILM School of Law on 4 February 2026 under the Centre for Commercial Law and Corporate Governance, delivered by Mr. Debottam Chattopadhyay, Principal Associate, Khaitan & Co., with the specific aim of bridging doctrinal legal learning with transactional realities drawn from live deal experience in the M&A field.
Mr. Chattopadhyay provided a detailed account of legal and commercial due diligence in M&A transactions, explaining that effective due diligence requires not only issue-spotting but also commercial judgement, as not all identified risks warrant the same contractual or pricing response — and that diligence findings directly shape representations and warranties, indemnities, conditions precedent, and valuation outcomes in any given transaction.
The session examined M&A transaction structuring in depth, with the speaker addressing how the choice between share acquisitions, asset transfers, mergers, or composite structures is driven by a complex intersection of tax implications, stamp duty, regulatory approvals, sectoral restrictions, legacy liabilities, and business continuity concerns, underscoring the importance of lawyers working closely with tax advisors and business teams to align legal feasibility with commercial objectives.
Core negotiation theory was introduced through the concepts of BATNA (Best Alternative to a Negotiated Agreement) and ZOPA (Zone of Possible Agreement), illustrated through practical deal scenarios, with Mr. Chattopadhyay explaining how negotiation strategies — including competitive bargaining, principled negotiation, and the accommodating approach — must be adapted based on bargaining power, timelines, deal sensitivity, and client priorities.
As part of the session’s professional development guidance, Mr. Chattopadhyay recommended select readings including “Barbarians at the Gate” for insight into deal-making dynamics and negotiation, and advised students to regularly read The Economic Times to stay informed about market trends, deal activity, and regulatory developments relevant to corporate law practice, whilst emphasising that internships should be approached as opportunities to demonstrate reliability and analytical ability.
Students gained a comprehensive, practice-informed understanding of the complete lifecycle of an M&A transaction — from preliminary discussions and term sheets through due diligence, structuring, negotiation, drafting, and closing — integrating legal doctrine with the commercial and strategic realities of live transactional practice as experienced by a practitioner at Khaitan & Co.
Through the session’s detailed examination of legal and commercial due diligence, students developed an appreciation of the complexity and strategic importance of the due diligence process, understanding that its outcomes can lead to price adjustments, restructuring of the transaction, or renegotiation of key deal terms, and that commercial judgement is as important as legal issue-identification in this phase.
Students were introduced to the foundational concepts of negotiation theory in an M&A context — including BATNA, ZOPA, and multiple negotiation styles — with practical deal-based illustrations enabling them to understand how negotiation strategy must be dynamically calibrated to the specific circumstances, bargaining dynamics, and client priorities of each transaction.
The session’s focus on the drafting of representations and warranties, covenants, conditions precedent, indemnity mechanisms, and limitation of liability provisions gave students direct exposure to the precision-based, commercially consequential nature of M&A contract drafting, reinforcing the importance of accuracy, consistency, and an understanding of how negotiated commercial positions are translated into enforceable contractual language.
Mr. Chattopadhyay’s professional development guidance — including recommended readings, advice on approaching internships as opportunities to demonstrate analytical ability and reliability, and encouragement to develop working knowledge of tax and regulatory frameworks — equipped students enrolled in the Mergers & Acquisitions elective with actionable guidance for building careers in corporate and transactional law.