Deal Structuring & Transaction Advisory

Deal Structuring & Transaction Advisory Services

Transique’s structuring practice designs transactions that are tax-efficient, FEMA-compliant, stamp-duty-rational, SEBI-appropriate (where listed-entity parties are involved) and commercially grounded.
We structure M&A, fundraising, joint-venture, carve-out, demerger and promoter-restructuring situations for Indian and cross-border contexts. Structuring decisions made at the term-sheet stage cost significantly less than those forced at the definitive documents stage — and much less than those renegotiated post-closing.

When you need us
  • You are deciding between asset or equity purchase, cash or other than cash deal, cash and stock swap, primary or secondarypurchase, , in-India or
  • You are executing an inbound investment and need FEMA / RBI / FDI-policy structuring.
  • You are executing an outbound acquisition and need ODI / FEMA compliance plus cross-border tax coordination.
  • You are restructuring the promoter or holding structure ahead of an IPO, a fundraise,or a succession transition.
  • You are considering a merger, demerger, slump sale or scheme of arrangement.
  • You are setting up a joint venture and need the operating, governance and exit architecture designed.
What we deliver
  • Structure-options Advisory — typically 3–5 options with a comparative tax, stamp-duty and regulatory analysis.
  • Recommended structure with rationale and risk.
  • Implementation roadmap — sequencing, approvals, timelines.
  • Regulatory-compliance matrix (Income-Tax, GST, FEMA, RBI, SEBI, Companies Act, Stamp Acts).
  • Coordination with tax counsel, transfer-pricing specialists and jurisdictional counsel.
  • Documentation that implements the recommended structure without leakage.
Our approach
  • Commercial diagnosis. Understand what the transaction is trying to achieve — economic transfer, operational control, tax outcome, succession.
  • Options generation. Map 3–5 credible structures addressing the commercial objective.
  • Option evaluation. Tax impact (capital gains, GST, withholding), FEMA treatment, stamp-duty, regulatory approvals(Companies Act, SEBI & Stock Exchanges), timeline.
  • Preferred structure with reasoning; risk register; mitigation plan.
  • Coordination with the documentation team; regulatory filings; approvals management.
  • Post-closing. Compliance calendar, ongoing-requirement tracker.
Technical grounding
  • amalgamation and demergerunder Companies Act, Income Tax, SEBI and Stock Exchanges.
  • Slump-sale vs itemised sale — in terms of Income Tax and GST provisions .
  • FEMA (Non-Debt Instruments) Rules 2019 — entry routes, pricing guidelines, reporting.
  • Indian Stamp Act / state stamp acts — duty optimisation on asset-transfer vs share-transfer.
  • SEBI ICDR, LODR, Insider Trading and Takeover Regulations (SAST) — for listed-entity target structures.
Frequently asked questions

Asset deal or share deal — which is better?

The answer depends on desired corporate and business structure and also the tax implications, stamp-duty implications and regulatory constraints. Buyers often prefer asset deals for cleaner liability profile; sellers often prefer share deals for simpler tax and stamp-duty. We analyse the specific situation and recommend with written reasoning.

Is a scheme of arrangement always better than a slump sale?

It could be, but not where time is essence. Schemes offer certain tax advantages (capital-gains exemption under specified conditions) but carry NCLT process time. Slump sales close faster but attract capital-gains tax on the seller. The structure that fits best depends on timing, parties and tax posture.

 

How do you structure inbound FDI?

Within the framework of the FEMA (NDI) Rules — automatic route vs government route, sectoral caps, pricing guidelines, reporting (FC-GPR / FC-TRS). We design the entry structure, prepare filings and coordinate with the AD bank.

Can you advise on outbound acquisitions?

Yes. ODI (Overseas Direct Investment) routing under FEMA, coordination with target-jurisdiction counsel on local acquisition law, tax, transfer-pricing, and structuring for repatriation.

Ready to Unlock Your Business Value?

At Transique Corporate Advisors, we specialise in guiding business owners, promoters, and CFOs through the SME IPO journey — from valuation to listing and beyond.

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