Designing Innovative Share Swap and Deferred Consideration Structures for PE and M&A Deals

Date and Time:

Tuesday, July 15, 2025
(02:00 PM – 03:00 PM IST)

 

INTRODUCTION

In the evolving landscape of PE and M&A deals, share-swap deals have emerged as a strategic tool for structuring transactions without the need for actual cash outflow. Similarly, there are multiple deferred consideration structures that have been designed to address the valuation mismatch and alignment issues between the sellers and the buyer. This approach offers flexibility and allows for larger ticket acquisitions. This webinar will delve into the nuances of share-swap arrangements, deferred consideration structures, and will also explore their respective advantages, regulatory considerations, and practical implementation strategies.

Flow of the session

02:00 PM to 02:50 PM (IST)

Panel Session

02:50 PM to 03:00 PM (IST)

Audience Q&A

 

Key Discussion Points

  • Understanding the mechanics of share-swap deals in PE and M&A transactions.

  • Designing innovative deferred consideration structures for M&A transactions.

  • Regulatory and tax considerations in structuring share-swap arrangements.

  • Analyzing recent share swap deals.

  • Best practices and common pitfalls in executing share-swap deals.

  • Do’s and don’ts for structuring share-swap and deferred consideration arrangements.

Recommended Reading(s)

Speakers

Viral Mehta

Lead, M&A and Private Equity Practice

Nishith Desai Associates

Viral brings with him over 25 years of experience, specializing in private equity, mergers and acquisitions, restructurings, and joint ventures. His extensive expertise in the financial services sector has guided clients through a multitude of complex transactions. Viral is a distinguished graduate of Government Law College, Mumbai, and holds an LLM from Harvard Law School. He is also the author of the critically acclaimed book "Private Placement of Shares: Deal-making and the Madisonian Dilemma" (OakBridge Publishing, 2022).

Apart from this, he also writes extensively on varied topics across multiple leading publications.

 

Nishchal Joshipura

Lead, M&A and Private Equity Practice

Nishith Desai Associates

He heads the Private Equity and M&A practice at an India centric global law firm, Nishith Desai Associates. He is a Lawyer, Chartered Accountant and MBA (Finance) and is based out of Mumbai. He has 23 years of work experience in advising Private Equity and M&A clients on cross border deals and investments from a strategic, legal and tax perspective. He has structured and lead several high-profile deals in cross border M&A, Private Equity and Private Debt space and set up multiple offshore and domestic investment funds. He has successfully designed and implemented some of the most innovative structures for M&A, Private Equity and Private Debt deals and his structures have been consistently recognized as most innovative by Financial Times of London.

 

Khyati Dalal

Leader, Tax, M&A and Private Equity Practice

Nishith Desai Associates

Khyati has been actively involved in representing some of the leading global private equity / venture capital funds, across a wide range of mid-size to large transactions, involving investments into India and cross border acquisitions. With a specialized knowledge on accounting, she has an expertise in providing strategic solutions to complex tax/ accounting aspects of cross border deals. Khyati specializes in merger control aspects of anti-trust law in India and has helped navigate numerous transactions through the ever-changing landscape of the competition regulatory regime.

 

Parina Muchhala

Member, M&A and Private Equity Practice

Nishith Desai Associates

Parina is a corporate lawyer with deep expertise in representing marquee global investors and sovereign wealth funds in their cross-border investments into India. She is also adept at handling complex legal transactions involving financial services and merger control aspects and has been instrumental in representing key clients on a variety of private equity, M&A, portfolio buyouts and global-level acquisitions. As a member of the Warranty & Indemnity Insurance Practice Group at Nishith Desai Associates, she routinely advises international insurance companies on legal underwriting for India-focused transactions.

She is passionate about thought leadership and is a frequent contributor to leading national and international publications.

 

Anurag Shah

Member, M&A and Private Equity Practice

Nishith Desai Associates

Anurag is a member of the transactions practice at Nishith Desai Associates, where he focuses on high-stakes private and public M&A, private equity, and cross-border deal structuring involving sector agnostic targets. With a flair for navigating complex regulatory frameworks, Anurag has been instrumental in advising on some of the firm’s most strategic transactions including representing investments into infrastructure investment trusts.

He holds a B.B.A., LL.B. (Corporate Law Hons.) from School of Law, Christ University, Bangalore, and brings an academic foundation in securities law, the Companies Act, and insurance regulations.