In the last decade, India's mid-market M&A landscape has evolved into a dynamic space with distinct commercial and regulatory contours.. Transactions in the $10-100m range now carry a strategic importance beyond deal value – and their success often hinges on whether post-closing integration aligns with the legal and operational expectations laid out during negotiations.
Yet, in practice, this alignment frequently falters. Mid-stage companies (those between $10-100m valuation) walk into acquisitions with eyes wide open but frameworks half-built. When buyers are in a hurry to plug capability gaps or expand market access, and sellers are eager to monetise hard-won growth, both sides over-index on transaction mechanics, and under-prepare for operational integration.
This leads to legal exposure that could have been pre-empted.
The False Comfort of the "100-Day Plan"
Many acquisition handbooks cite a "100-day integration plan" as the gospel for post-deal alignment. But in India, especially in mid-size unlisted companies, these plans often ignore local commercial realities: third-party dependencies, family-run management styles, labour sensitivities, or simply unspoken internal hierarchies.
In one mid-market acquisition an investor acquired a majority stake in a profitable Tier-2 logistics tech firm. The buyer planned a CFO transition within 60 days of closing. What no one factored was that the CFO held informal but critical relationships with key financiers and vendors. His exit triggered disruptions in cash flow and strained vendor relationships,
What was meant to be a clean management transition led to months of back-channel renegotiations, legal firefighting with vendors, and delays in releasing committed CAPEX. The issue was not the absence of transitional provisions in the SPA, but the lack of advance stakeholder mapping and operational contingency clauses addressing such key personnel dependencies.
The Risk of Silent Dissent
In smaller acquisitions, when key team members stay on post-acquisition (as often happens for transition continuity), the real threat isn't overt resistance. It's silent dissent. This manifests as non-cooperation, information hoarding, or passive resistance to implementing new systems or reporting styles.
Six months after a healthcare sector acquisition, key operational MIS reports continued to be generated manually using legacy templates, despite clear contractual obligations to adopt the parent company's digital MIS systems. The passive resistance from middle management – rooted in perception and control dynamics – highlighted a crucial misstep: integration obligations documented in , the Share Purchase Agreement (SPA) had not been translated into cultural or behavioural alignment.
Legal counsel can flag such risks early, but without stakeholder engagement mechanisms, contractual protections remain underutilised.
How Can Legal Counsels Pre-Empt Integration Misfires?
Legal teams have traditionally stayed close to the closing table, and far from the shop floor. That's changing. Increasingly, in-house counsels and advisors are being asked to contribute to post-deal risk assessments, not just due diligence.
Some actionable shifts we recommend (and have observed working well):
1. People Diligence Is Commercial Diligence
Go beyond employment contracts. Interview key team members (confidentially where needed). Map informal power structures.
2. Pre-Mortem Workshops
Conduct cross-functional workshops before deal closure where each team predicts what might go wrong post-deal. Document mitigation plans.
3. Term Sheet Design Should Include Integration Triggers
Don't just leave these for the SHA or SPA. Mention in-principle alignment on who leads integration and what the red lines are (e.g., non-negotiables like tech system swaps, new vendor onboarding, etc.).
4. Integration Handshake Calls
After closing, schedule a formal "handshake" between buyer and target ops team facilitated by legal. Let everyone articulate expectations. This builds mutual clarity.
Are Indian Buyers Ready?
There's a growing maturity in how Indian buyers approach deal integration. But the pace varies wildly across sectors. New-age tech buyers often assume cultural alignment as a default. This well intended assumption can quickly lead to friction. Traditional buyers sometimes over-engineer controls and that can stifle innovation.
In our experience, integration outcomes improve significantly when legal counsel is engaged as a strategic partner – not only to draft definitive agreements, or to review the SHA but to participate in identifying integration red flags and designing risk-mitigation mechanisms early.
The advisory really begins not at execution, but at the stage where alignment concerns are surfaced – often informally – and translated into enforceable, practical terms across the transaction structure.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
