• Failed Takeover

We had sold our company to a BSE listed firm and at the time of takeover they has valuated our company for 3.9cr and gave us 20L cash and the remaining 3.7cr in shares. after three months they raised their paid up capital and causing our shares to fall by 70% and when asked they said they will issue shares to compensate the same. now they have neither done that... but have terribly handled the show... I wish to get my company back as I am feeling cheated ..... no business and hence shares are falling and we are getting the shares phase by phase over 5 years lockin...... I am desperate for help please suggest how I can demerge the merger
Asked 4 years ago in Business Law from Bangalore, Karnataka
I would suggest you to do the following:

1. Make complaint to the High Court based on evidences you have on hand making these ground for not going ahead with the deal;
2. Making similar complaint to the ROC and SEBI;
3. You would also have to refer to the stock purchase agreement including the MOU and hunt for clauses which prohibits causing losses to either party; provided, in the first place, you have taken care to include such clauses protecting your interest;
4. The deal period within which the legal formalities would be completed and the riders, in case if it's not completed;
5. Provision specifically giving you an exit option in case of not adhering to the deal documents.

These are the general procedure  to be followed as I do not have the underlying contracts to verify the provisions that can empower you to terminate the deal; albeit it might be time consuming as it is court driven.

thanks,
Feroz A. Shaikh
Advocate, Mumbai
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