LegaLogic

Examines seven recurring domains where acquisitions fail after signing — disclosure gaps, uncollectible indemnity protection, earn-out disputes, governance deadlock and more — illustrated through Indian and cross-border case studies including Daiichi Sankyo/Ranbaxy and Amazon/Future Retail. Argues most failed deals fail not from the absence of a contract, but from one that didn't adequately allocate foreseeable risk.

Key Takeaways:

Resist general warranty caps below 20–30% of price; keep fundamental warranties uncapped or near 100%.
Pro-sandbagging clauses (buyer can claim despite DD knowledge) have been upheld by Indian courts.
Earn-out good-faith terms won't be implied by courts — draft them explicitly.
NCLT jurisdiction over schemes/oppression claims can't be ousted by an arbitration clause.

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