M & A: Comparison of US & Indian Laws


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M & A: Comparison of US & Indian Laws

  1. 1. Kumar Pallav Corporate law: Policy Analysis Paper on“On the execution of a strategic acquisition: a comparison of U.S. and Indian laws” By: Kumar Pallav11 Candidate for LLM, class of 2010, NYU School of Law. 1
  2. 2. Kumar Pallav Corporate law: Policy Analysis Synopsis1) The strategic acquisition: An importance of planned company acquisition……….. 32) Mergers and acquisitions as a source of value creation in business………………… 4 A) Motives and sources of value in mergers and acquisition B) Economic drivers of mergers B.1) Horizontal merger B.2) Vertical merger B.3) Conglomerate merger C) Sources of value destruction in mergers D) Institutional protection mechanism3) The structure for the corporate acquisition in the U.S. ……………………………… 9 A) Three ways to a acquire control A.1) Asset acquisition A.2) Stock acquisition A.3) Merger B) Triangular merger as a solution and its purpose4) Indian laws of Merger ………………………………………………………………… 145) Future role of M & A in India………………………………………………………... 16 2
  3. 3. Kumar Pallav Corporate law: Policy Analysis1) The strategic acquisition: The importance of planned company acquisition Merger and acquisition is one of the most important and complex corporatetransaction. Business entities make use of mergers and acquisitions for expansion ofbusiness as well as for gaining a competitive advantage in the industry. A corporate firmmay grow its business either by internal expansion or by external expansion. In the caseof external expansion, a corporate firm acquires a running business and grows overnightthrough corporate combinations. These combinations are in the form of mergers,acquisitions, and takeovers. They play an important role in the external growth of anumber of leading companies of USA and India. Mergers & acquisitions have becomepopular because of the enhanced competition, free flow of capital across countries andglobalization of businesses. In the wake of economic reforms, Indian have learnt from USindustries and also started restructuring their operations around their core businessactivities through acquisition and takeovers because of their increasing exposure tocompetition, both domestically and internationally. 2 Mergers and acquisitions are strategic and complex decisions in order to maximizecompanys growth by enhancing its production and marketing operations. The rise ofglobalization has greatly increased the market for cross border acquisition. This rapidincrease has taken many firms by surprise because the majority of them never had toconsider acquiring. However, planned company acquisition is required due to thefinancial, strategic and competitive reasons.2 See Richard G. Parker and David A. Balto, “The Merger Wave: Trends in Merger Enforcement andLitigation,” The Business Lawyer 351 (1999). 3
  4. 4. Kumar Pallav Corporate law: Policy Analysis2) Mergers and acquisitions as a source of value creation in businessA) Motives and sources of value in mergers and acquisitions Merger and acquisition, generally, is a process whereby two businesses entitiescombine their operating activities and may result in a new legal entity or one of the twocombining business entity remains in existence while the other does not. An acquisitionrefers to the process when a company simply purchases another company where no newcompany being formed. Mergers and acquisitions generally aim to generating costefficiency through the implementation of economies of scale. Tax gains and revenueenhancement through market share gain are basic features of the motive behind M & A. 3 The principal benefits from mergers and acquisitions can be listed as increasedvalue generation, increase in cost efficiency and increase in market share. It is expectedthat the shareholder value of a firm after successful mergers or acquisitions should begreater than the sum of the shareholder values of the parent companies. An increase incost efficiency is affected through the procedure of mergers and acquisitions. This isbecause mergers and acquisitions can lead to economies of scale. This in turn promotescost efficiency. As the parent firms amalgamate to form a bigger new firm the scale ofoperations of the new firm increases. An increase in market share is one of the plausiblebenefits of mergers and acquisitions. In case a financially strong company acquires arelatively distressed one, generally the resultant organization can experience a substantialincrease in market share. The new firm is usually more cost-efficient and competitive ascompared to its financially weak parent organization. The Employee Retirement IncomeSecurity Act of 1974 (ERISA), promote the employee benefit programs, which areaffecting the viability of mergers and acquisitions in the USA. Companies going for3 William T. Allen, Reinier Kraakman, “Commentaries and cases on the law of business organization,”423-449 (2003). 4
  5. 5. Kumar Pallav Corporate law: Policy Analysismergers and acquisitions strive to iron out the internal differences to maintain a specifiedlevel of employee satisfaction.4 In US regulation mergers began with the Sherman Act in 1890. Mergers can behorizontal, vertical, and conglomerate. It depends on the nature of the mergingcompanies. Acquisitions occur between the bidding and the target company. Takeovercan be either hostile or friendly. In case of reverse takeovers, it occurs if the target firm islarger than the bidding firm. In the course of acquisitions the bidder may purchase theshare or the assets of the target company. As seen from past experience mergers andacquisitions are triggered by economic factors.B) Economic drivers of mergersB.1) Horizontal merger Horizontal merger is a combination of two or more firms in the same area ofbusiness. Two companies that are in direct competition and share the same product linesand markets i.e. it results in the consolidation of firms that are direct rivals as Exxon andMobil. The objective behind horizontal mergers is to achieve economies of scale in theproduction procedure. Horizontal merger give advantage of carrying off duplication ofinstallations, getting rid of competition, widening the line of products, services andfunctions, decrease in working capital and fixed assets investment, minimizing theadvertising expenses, enhancing the market capability and to get more dominance on themarket. Horizontal mergers may also result in monopoly and give the economic power inthe hands of a small number of commercial entities. Generally, horizontal mergerdelineates a form of proprietorship and control.54 See Leeth, John D. and Borg, J. Rody, “The Impact of Takeovers on Shareholder Wealth during the1920s Merger Wave.” J. Fin. Quant. Ana. (2000).5 Farrell, Joseph and Shapiro, Carl, “Scale Economies and Synergies in Horizontal Merger Analysis”(October 2000). UC Berkeley, Center for Competition Policy Working Paper No. CPC00-15. Available atSSRN: http://ssrn.com/abstract=502846 or doi:10.2139/ssrn.502846 5
  6. 6. Kumar Pallav Corporate law: Policy AnalysisB.2) Vertical merger Vertical merger is a combination of two or more firms involved in different stagesof production or distribution of the same product. A customer and company or a supplierand company i.e. merger of firms that have actual or potential buyer-seller relationship asTime Warner-TBS, falls under this type of merger. In case of vertical merger, generally a product manufacturer merges with thesupplier of inputs. However vertical mergers may violate the competition in the markets.Vertical merger can also block competitors from accessing the raw material source.Vertical merger may be in the form of forward or backward merger. Generally in case ofthe backward merger, a company combines with the supplier of material and when acompany combines with the customer, it is known as forward merger. There are several reasons for the vertical integration by firms to adopt this merger.The prime reason is reduction of uncertainty with respect to availability of quality inputs.Generally firm enter into vertical mergers to avail the plus points of economies ofintegration. This merger can convert a firm cost-efficient in terms of distribution andproduction costs. This is also useful for the reduction of transactions costs like marketingexpenses and sales taxes.6 In USA, the vertical merger is governed by the „Clayton Act‟(15 U.S.C.A. 12). A vertical merger transaction, sometimes, raise issues related to theantitrust laws. Courts in United States has given a ruling on only in 3 cases pertaining tovertical merger under section 7 of the Clayton as per the latest available information. Inthe first case before the court, court contradicted the general assumption that section 7was not applicable provision for vertical mergers.7 Furthermore the U. S. Supreme Court6 Svetlicinii, Alexandr, “EU-US Merger Control Cooperation: A Model for the International Antitrust?”(2006). Legal Life: Journal for Legal Theory and Practice of the Jurists Association of Serbia, Vol. 11,No. III, pp. 113-126, 2006. Available at SSRN: http://ssrn.com/abstract=13256957 United States v. E. I. du Pont de Nemours & Co., 353 U.S. 586, 77 S. Ct. 872, 1 L. Ed. 2d 1057 (1957) 6
  7. 7. Kumar Pallav Corporate law: Policy Analysisobserved in a case that the primary disadvantage of this merger falls in the throttling ofthe spirit and essence of competition. The Court made its further observation thatregarding vertical mergers, two areas need close scrutiny and regulation. One primeconcern is the purpose and nature of the vertical merger arrangement.8 Additionally theother parameter concerns that the industry concentration trend in that specific sector. Inits third judgment, Supreme Court quashed Fords claim that its acquisition of Autolitehad made the latter a better competitor. Thus a vertical merger is a situation where a firmacquires a product supplier or a customer. Vertical mergers may at times violate the USfederal antitrust laws.9B.3) Conglomerate merger Conglomerate merger is a combination of firms engaged in unrelated lines ofbusiness activity. Generally it is a merger between companies what do not have anycommon business areas or no common relationship of any kind. Consolidated firm maysell related products or share marketing and distribution channels or productionprocesses.10 One of the prime aspects of the conglomerate mergers lies in the fact that it helpsthe merging companies to be better than before. There are many reasons as why acompany may go for a conglomerate merger. The most important reason is that it addsthe share of the market that is owned by the company and indulges in cross selling.Moreover, companies look to add to their overall synergy and productivity by adoptingthis method of conglomerate mergers. There are several advantages of the conglomeratemergers. One of the prime benefits is that conglomerate mergers lead the companies todiversify. As a result, the merging companies bring down the levels of their exposure to8 Brown Shoe Co. v. United States, 370 U.S. 294, 82 S. Ct. 1502, 8 L. Ed. 2d 510 (1962)9 Ford Motor Co. v. United States, 405 U.S. 562, 92 S. Ct. 1142, 31 L. Ed. 2d 492 (1972)10 Church, Jeffrey, “Conglomerate Merger: Issues in competition law and policy,” ABA Section ofAntitrust Law, 1503(2008). Available at SSRN: http://ssrn.com/abstract=1280524 7
  8. 8. Kumar Pallav Corporate law: Policy Analysisrisks. On the other hand, there are several implications of conglomerate mergers. In onecase it is observed that companies prefer conglomerate mergers in order to increase theirsizes.11C) Sources of value destruction in mergers One way of the sources of value destruction in merger is entrenched managers.Overpaying for low quality targets further exacerbates the losses to entrenched firmshareholders. Study shows that bad takeover decisions are one way that entrenchedmanagers destroy shareholder value because of the consequent poor post-mergeroperating performance, so study suggest that at least part of the lower operating returnsreported for firms in general are attributable to poor takeover decisions by entrenchedmanagers.12 Before the merger it should be examined first that whether merger and acquisitioncreate value for the shareholders or not. At present study produces little evidence that themerger and acquisitions created long-term value for a fully diversified investor.Furthermore, the stock price and operating performance of the acquirers underperformedthe stock price and operating performance of a control portfolio of utilities that did notengage in merger activity.13D) Institutional protection mechanism Over the past decade, shareholder activists have increasingly applied pressure oncompanies to restructure or seek a merger. In many cases, institutional investors cannot11 Bauer, Joseph P., “Government Enforcement Policy of Clayton Act Section 7: Carte Blanche forConglomerate Mergers?” Cal. Law Rev., 348-375(1983).12 Harford, Jarrad, Humphèry, Mark Laurence and Powell, Ronan, “The Sources of Value Destruction inAcquisitions by Entrenched Managers” (2010). UNSW Australian School of Business Research Paper.Available at SSRN: http://ssrn.com/abstract=156224713 Becker-Blease, John R., Goldberg, Lawrence G. and Kaen, Fred R., “Mergers and Acquisitions as aResponse to the Deregulation of the Electric Power Industry: Value Creation or Value Destruction?” J.Reg. Eco. 1 (2008). 8
  9. 9. Kumar Pallav Corporate law: Policy Analysis„„exit‟‟ their investments due to the size of their holdings. As a result, institutionalinvestors now recognize that they can increase the returns on their investments byactively monitoring corporate performance and communicating with the managers intheir portfolio companies. If management does not adequately respond to their concerns,the investors often seek a change in control. In the US, shareholder activists have used shareholder proposals and other tacticsto pressure companies to repeal classified boards, rescind poison pills, and reducecompensatory severance packages. The mere threat of soliciting proxies by activists hascaused many companies to ease these types of acquisition roadblocks. Study reveals thatindependent directors could provide an important internal governance mechanism forprotecting shareholders interests especially in large scale transactions. On the other hand,many studies found no effect. 143) The structure for the corporate acquisition in the U.S. In the United States, public companies are regulated by both federal and statesecurities laws. Companies that engage in M&A transaction, have to make certain filingswith the Securities and Exchange Commission (SEC). Securities laws require that for aM&A of a certain size, companies must file a Form 8K before SEC. This filing containsbasic information on the transaction. The two most important securities laws are theSecurities Act of 1933 and the Securities Exchange Act of 1934. Tender offers as an important M & A aspect, which is made directly toshareholders of target companies, is regulated by the Williams Act of 1968 (15 U.S.C.A.§ 78a et seq.). This act contains various sections that are relevant to the conduct of tender14 Jagtiani, Julapa A. and Brewer, Elijah, “Targets Corporate Governance and Bank Merger Payoffs,”(2007). Available at SSRN: http://ssrn.com/abstract=1088472 9
  10. 10. Kumar Pallav Corporate law: Policy Analysisoffers. Section 13(d), which requires that if an entity, corporation, partnership, orindividuals acquire 5% or more of a company‟s outstanding shares, it must file aSchedule 13D within 10 days of reaching the 5% threshold. In addition to this, Section14(d) provides benefits to target company shareholders. It gives them more informationthat they can use to evaluate an offer.15 Insider Trading Laws and various securities laws have been adopted to try toprevent insider trading as one of the aspect in M & A. One important rule is 10b-5, whichprohibits the use of fraud and deceit in the trading of securities. The passage of theInsider Trading Sanctions Act of 1984, however, specifically prevented the trading ofsecurities based on insider information.16 The Hart-Scott-Rodino Act, a crucial amendment to the Clayton Act, was passedin 1976. For the first time merging parties above a certain size were required to reporttheir proposed transaction to the Commission and DOJ before the deal could beconsummated. Section 7A of the Clayton Act, 15 U.S.C. 18a, as added by Title II of theHart-Scott-Rodino Antitrust Improvements Act of 1976, requires persons contemplatingcertain mergers or acquisitions to give the Federal Trade Commission and the AssistantAttorney General an advance notice and to wait designated periods before consummationof such plans. Section 7A(b)(2) of the Act permits the agencies, in individual cases, toterminate this waiting period prior to its expiration and requires that notice of this actionbe published in the Federal Register. Procedural requirements for mergers and acquisitions, includes consolidations,statutory mergers, share exchanges, and asset transactions. These requirements are wellprescribed in state statutes. The statutory fit is not as readily apparent for virtual mergers.In a virtual merger, the shareholders of both entities have had no change in their15 Evenett, Simon J., “Do All Networks Facilitate International Commerce? The Case of US Law Firmsand the Mergers and Acquisitions Wave of the Late 1990s” (2001). CIES Discussion Paper No. 0146.Available at SSRN: http://ssrn.com/abstract=293804 or doi:10.2139/ssrn.29380416 Rose, Amanda M., “Reforming Securities Litigation Reform: Restructuring the Relationship betweenPublic and Private Enforcement of Rule 10b-5.” Col. Law Rev.,1301(2008). Available at SSRN:http://ssrn.com/abstract=1096864 10
  11. 11. Kumar Pallav Corporate law: Policy Analysisshareholder interests. Their companys identity has not been altered. However,shareholders continue to have the right to elect company management and to vote onmatters provided by law. Although corporate assets have been transferred to the controlof a new entity, the companys continuing managerial input into the employment of thoseassets may argue against the notion that there has been a disposition of assets warrantinga shareholder vote. In short, current statutory provisions regarding mergers and assettransactions do not explicitly fit the virtual merger mode.17 Unless the articles of incorporation provide otherwise (which they rarely do),shareholders do not vote except on matters specifically prescribed in the statute of thestate of incorporation. Thus, unless the transaction comes within the specific purview of astatutory provision, there is no statutory mandate for a shareholder vote. A board candecide to present a non-mandated matter to the shareholders, but such decisions are rare.Shareholder voting procedures trigger substantial disclosure requirements causesignificant delays and costs, and may open the door to opposition by institutionalinvestors and litigious shareholders. Hence, recourse to shareholder approval is usuallyinvoked only in statutorily required circumstances. The statutory provisions are exclusiveunless shareholder voting is otherwise provided in the articles of incorporation orshareholder agreement. If a proposed transaction does not fit into one of the statutorypigeonholes, no shareholder vote is required. Shareholder appraisal rights also would notapply as appraisal rights are generally tied to voting rights.18A) Three ways to a acquire control17 See Edward B. Rock, “The Logic and (Uncertain) Significance of Institutional Shareholder Activism”,79 GEO. L.J. 445, 466-67 (1991) (explaining that institutional voting power may create agency problemsfor smaller shareholder similar to the lack of control over management).18 Securities Exchange Act of 1934, 15 U.S.C. § 78n (2001) and regulations thereunder, especiallySchedule 14a, Item 14, "Mergers, Consolidations, Acquisitions and Similar Matters." 11
  12. 12. Kumar Pallav Corporate law: Policy Analysis There are three principal legal forms of acquisitions; asset acquisition, stockacquisition and merger.A.1) Asset acquisition Generally asset acquisition requires two corporations. In this acquisition, an Xcorporation purchases majority of assets from Y corporation. For an approved traction forX corporation, if paying in cash, than only management approval is required. However Ycorporation requires approval by majority of shareholders. In terms of liability, X onlyacquires liabilities that attach to the purchased assets. On the other hand, Y retains itliabilities unless it contracts them to X corporation (with respect to appropriate creditorapproval). Generally, X shareholders have same rights as before, but hopefully they mayget a high dividend in asset acquisition .Y shareholders retain dissenter‟s appraisal rights,and pro rata of residual of Y corporation. Relatively asset acquisition has high transactioncost.19A.2) Stock acquisition In stock acquisition, X corporation buys shares in Y corporation directly from Y‟sshareholders. Y corporation is then dissolved passing its assets to X corporation, as aresult Y corporation is merged into X corporation or is run as a subsidiary of Xcorporation. For transaction, if new stock must be created, majorities of X shareholdersare required for the creation and selling of X stock only requires management approval.However each individual Y shareholder may buy at his will. X corporation usuallyconditions its offer upon obtaining a controlling percentage of Y shares. In terms ofliabilities, upon the purchase of Y shares, X corporation has limited liability in terms of Ycorporation. Y corporation is left with all its liabilities until later actions. For theshareholders, X shareholders have same rights as before, but hopefully they may get a19 Fotaki, Maria, Markellos, Raphael N. and Mania, Maria, “Human Resources Turnover as an AssetAcquisition, Accumulation and Divesture Process,” (2009). 12
  13. 13. Kumar Pallav Corporate law: Policy Analysishigh dividend. Additionally, most of Y shareholders will become X shareholders andthose who did not sell retain dissenter‟s appraisal right, and will probably be froze out instock acquisition.A.3) Merger In this transaction, one corporation purchases the other or both dissolve andbecome a new corp. The law treats them as the same. In order to complete thistransaction, X and Y corporations require approval by majority of shareholders. In termsof liability, the surviving, or new, corporation retains all rights and all liabilities(including unknown ones) of both corporations. However, the surviving or newcorporation can reorganize the equity of the old corporation by eliminating preferredstock and the cumulative dividends that might be owed. In this aspect of transaction, X &Y shareholders retain dissenter‟s appraisal rights.B) Triangular merger as a solution and its purpose Triangular merger requires at least three corporations. In this kind of merger, an Xcorporation forms X-subsidiary corporation whose only assets are X shares. X-subsidiarythen does a stock for assets or stock for stock merger with Y Corporation or Yshareholders. As a result, Y corporation merge or dissolves. In case the target is survivingcorporations than the merger is said to be the “reverse triangular merger”. If theacquirer‟s subsidiary is surviving, than the merger is said to be “forward triangularmerger”. Generally liabilities of new acquisition are inevitable risky step. This is thereason that most mergers are accomplished in a way that permits two separate corporateentities to survive the merger and triangular merger is a solution for this purpose. The triangular merger is a prime example of the narrow application of statutorystandards. Shareholders of the parent corporation in a triangular merger have no statutoryright to vote because their corporation is technically not a party to the merger. Although 13
  14. 14. Kumar Pallav Corporate law: Policy Analysisshareholders of an acquiring corporation might have voting and appraisal rights if thetarget corporation merged directly into it, no voting or appraisal rights exist if the targetmerges into the acquiring corporations subsidiary. The avoidance of a shareholder votethrough the triangular merger has resulted in both litigation and some statutory reform.4) Indian laws of merger The basic governing laws in use the term amalgamation for merger, howeverbasic characteristics are the same with comparison to US laws relating to merger.20 TheIncome Tax Act, 196121 defines amalgamation as merger of one or more companies withanother or the merger of two or more companies to form a new company, in such a waythat all assets and liabilities of the amalgamating companies become assets and liabilitiesof the amalgamated company and shareholders not less than nine-tenths in value of theshares in the amalgamating company or companies become shareholders of theamalgamated company.22 The fundamental law related to mergers and acquisition is codified in the IndianCompanies Act of 1956. Section 391 to 396 of the Companies Act, 1956 deal with thecompromise and arrangement with creditors and members of a company needed for amerger. This provision is different in United States for creditors and in case of fraudulenttransfer; such transfer is governed by Securities Exchange Act of 1934. Generallytribunals in India control over the merger transaction. Section 392 confers the power tothe Tribunal to enforce and supervise such compromises or arrangements with creditorsand members. On the other hand, for the protection of the deal, section 395 gives powerand duty to acquire the shares of shareholders dissenting from the scheme or contract20 MCA: notification, Available at http://www.mca.gov.in/Ministry/notification/pdf/AS_14.pdf21 Income Tax laws, Available at http://www.taxmann.com/directtaxlaws/Income-tax-acts.aspx22 India Code Information System, Available at http://indiacode.nic.in/ 14
  15. 15. Kumar Pallav Corporate law: Policy Analysisapproved by the majority. Additionally section 396 deals with the power of the centralgovernment to provide for an amalgamation of companies in the national interest.23 The other regulations are provided in the Foreign Exchange Management Act of1999 and the Income Tax Act of 1961. Besides, the Securities and Exchange Board ofIndia (SEBI)24 has issued guidelines to regulate mergers and acquisitions. The SEBI(Substantial acquisition of Shares and Takeover) Regulations of 1997 and its subsequentamendments aim at making the take-over process transparent, and also protect theinterests of minority shareholders, which is moreover the same protection which isprovided in the United States.25 SEBI has the same role as SEC in the United States.Moreover the Competition Act of 200226 in India works similar to the Hart-Scott-RodinoAntitrust Improvements Act of 1976 of USA, to regulate business combination withrespect to antitrust laws.27 The basic difference between India and US merger laws is that there are nospecific state laws to be complied within India for merger. All companies are regulated asper the Companies Act of 1956. Basically Indian legal system is not much complex withrespect to merger and acquisition, but it needs a more regulatory reform as reflected inthe United Stated. In terms of minority shareholder‟s right, Indian laws are not effectiveto protect the minority shareholder‟s right due to lack of information sharing needs.Generally for shareholder‟s, it is hard to get proxy statement and registration documentbecause it is not totally available online, as it is provided online by Security ExchangeCommission in USA. On the other hand, due to the lack of awareness to the minorityshareholders for their rights, case laws have not developed up to the extent to provide areformative Indian legal system for merger and acquisition for shareholder‟s protection.23 MCA report, Available at http://www.mca.gov.in/Ministry/reportonexpertcommitte/chapter10.html24 SEBI: Gov. of India, available at http://www.sebi.gov.in/25 “Merger and acquisition, “available at http://business.gov.in/growing_business/mergers_acq.php26 Competition Act of 2002, at http://www.unctad.org/sections/ditc_ccpb/docs/ditc_ccpb_ncl_India_en.pdf27 Ministry of Corporate affairs: Acts, bills and rules, at http://www.mca.gov.in/Ministry/acts_bills.html 15
  16. 16. Kumar Pallav Corporate law: Policy Analysis5) Future role of Mergers & Acquisitions in India The increased competition in the global market has prompted the Indiancompanies to go for mergers and acquisitions as an important strategic choice. 28 Thetrends of mergers and acquisitions in India have changed over the years. Prior torecession in year 2007, there were 287 accomplished deals from the month of January toMay in 2007. It involved monetary transaction of US $47.37 billion involving 102countries. Vodafone‟s acquisition of a controlling interest in Hutchison Essar and TataSteel‟s acquisition of the European steelmaker, Corus headlined a frenzy of acquisitionsof foreign companies by Indian corporate enterprises in the past years. Indian global openmarket is prime attraction for the merger and acquisition activities. The Indian buy-outsof US companies were recorded at $2.9 billion in second quarter and $2.95 billion in firstquarter of 2007-08.29 Present globalization trends increased the merger transactionsbetween India and United States, and give boost to the future role of India in merger andacquisition activities.28 World Economic Report, available at http://www.un.org/esa/policy/wess/wesp2007files/wesp2007.pdf29 Assocham research bureau, reports available at http://www.assocham.org/arb/aep.php 16