The Evolving Legal Framework For Corporate Mergers In India: A Study Of The Corporate Laws (Amendment) Bill, 2026
By Sreerupa S & Dr. J. Lalith Kumar, VIT School of Law, Vellore Institute of Technology, Chennai.
ABSTRACT
The Indian merger laws have been highly inefficient for most part of its existence. The amalgamation scheme under the Companies Act could take many months to be implemented as it has to be regulated by various authorities including the Regional Director of Ministry of Corporate affairs, Competition Commission of India (CCI) and Securities and Exchange Board of India (SEBI). This paper traces the development of law pertaining to mergers in India from the early company statutes and the Act of 1956 to till date and then discusses the existing legal framework of the provisions which are outlined in Sections 230 to 240 of the Act of 2013 and the role of Competition Commission of India (CCI). The Bill includes five key amendments related to mergers such as the jurisdictional consolidation with respect to the NCLT of the Transferee Company, reduction of the approval threshold in fast-track mergers, clarification of the relationship between schemes under Section 230 and the Insolvency and Bankruptcy Code, the valuation powers of the IBBI as the only Valuation Authority, and the regulation on treasury shares. In this paper, it is emphasized that the Bill eliminates delays, however, reducing the fast-track threshold violates the rights of minority shareholders unless an exit right is available.
Keywords: Corporate Laws (Amendment) Bill, 2026, Mergers and Amalgamations, National Company Law Tribunal (NCLT), Fast-Track Mergers, Minority Shareholders’ Rights.
