CORPORATE FINANCE  ·  COMPANY LAW  ·  COMPLIANCE Delhi
Capital Markets & Transactions

Takeover Code & Open Offer Management

Crossing SEBI's takeover thresholds triggers obligations that are precise, public, and unforgiving of error. We manage Takeover Code compliance and open offers — trigger analysis, disclosure requirements, offer documentation, and merchant banker coordination — so substantial acquisitions close without regulatory surprises.

25%substantial acquisition threshold
Precisedisclosure and offer obligations
End-to-endtrigger analysis through offer closure
Banker coordinationmanaged from your side

When this matters.

The acquirer crossing 25%

You're acquiring a listed company and the Takeover Code triggers. We map every obligation — disclosures, open offer, timelines — before you cross, not after.

The creeping acquisition

You're consolidating holding gradually and approaching the creeping limits. We monitor thresholds and manage the disclosure calendar so a technical breach doesn't become an enforcement case.

The PAC structure

Persons acting in concert aggregate. We analyse the full PAC picture — including indirect holdings — so the trigger analysis is complete.

What we do.

01

Trigger analysis

Substantial acquisition (25%), control acquisition, and creeping acquisition thresholds — analysed against your exact holding pattern including PACs and indirect holdings.

02

Disclosure compliance

Continual and event-based disclosures under the SAST Regulations for acquirers, PACs, and the target — filed correctly and on time.

03

Open offer management

Offer documentation, timelines, and coordination with the merchant banker to the offer — managed from your side of the table.

04

Exemptions

SEBI exemption applications where the regulations permit — inter-se transfers, scheme-related exemptions — drafted and pursued.

05

Pricing compliance

Offer price computation under Regulation 8 — negotiated price, volume-weighted averages, and 52-week highs — verified independently.

06

Post-offer compliances

Shareholding pattern filings, disclosures, and delisting considerations after the offer closes.

The regulatory frame.

The law that governs this work.

  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • SEBI (LODR) Regulations — disclosure intersections
  • Companies Act, 2013 — control and beneficial ownership
  • FEMA — where acquirers are non-resident

How we work.

STEP 01

Analyse

Complete trigger and PAC analysis before any acquisition step — including what the disclosures will say.

STEP 02

Disclose

Event-based and continual filings managed on a calendar — nothing late, nothing missed.

STEP 03

Offer

Open offer documentation and banker coordination through closure.

STEP 04

Close out

Post-offer filings, shareholding updates, and the compliance tail.

Questions we hear.

When does the Takeover Code trigger?

At 25% of voting rights (substantial acquisition), on acquisition of control regardless of percentage, and through creeping acquisition limits (5% per financial year above 25%). The analysis is fact-specific — get it checked before you cross, not after.

Do we need a merchant banker?

Yes — the regulations require a merchant banker to the open offer. We coordinate with them and manage your side: documentation, disclosures, timelines.

What if we already crossed a threshold?

Talk to us immediately. Voluntary disclosures and corrective filings are far cheaper than SEBI enforcement proceedings.

What is a PAC?

Persons Acting in Concert — holdings aggregate for threshold purposes. Family, group companies, and agreement-based concert all count.

Talk to us

Start with a conversation.

Tell us where your company is headed. A partner — not a sales rep — will respond.

Request a consultation