Luthra & Luthra Law Offices [L&L] Advised Emerson Electric In Multi-Jurisdictional Sale Of Its Network Power Business To Platinum Equity

L&L advised Emerson Electric (a global manufacturing & technology company) as part of a global carve-out exercise, leading to Emerson’s multi-jurisdictional sale of its Network Power business across 60+ global jurisdictions to Platinum Equity for USD 4 billion.

The transaction marks a major milestone in Emerson’s strategic portfolio repositioning. Sale of the Network Power business is part of Emerson’s plan to streamline the group and create opportunities for long-term growth and drive value for shareholders.

L&L advised Emerson on the carve-out and pre-sale steps in India. This included advising on and assisting with the implementation of a whole gamut of corporate restructuring and related activities for India, including merger implementation steps, business transfer, share sales/transfers (cross-border, onshore and offshore), equipment export and cash repatriation (including buy-back and dividend structuring). All activities were closely intertwined and had to be undertaken in a tight pre-determined sequence, especially since certain steps were predicated upon the completion of other steps in India and those being undertaken in other jurisdictions as well and vice versa. This was a lengthy, complex exercise and took well over a year from the drawing board stage to final implementation.

The team was involved from the early planning stages of the exercise to the final stages of implementation. The exercise entailed multiple work streams and required advise on a host of legal issues, including from Indian company law, contract law, FDI, exchange control, depositories, direct tax, indirect tax (including STPI matters), real estate, employment and pensions, and stamp law perspectives). L&L also advised on preparation and finalization of numerous documents required for implementing each of the steps, including business transfer agreement, share purchase agreements, employee transfer documentation, buy-back documentation, corporate documentation and statutory forms and filings.

The transaction closed on November 30, 2016.

The L&L team was headed by partner Vikrant Kumar. Partner Lokesh Shah provided valuable advice on direct tax aspects, Partner JP Singh provided valuable advice on indirect tax, Partner Anshul Jain provided valuable advice on company law matters and Partner Vaibhav Suri provided valuable advice on real estate matters.

The firm also worked very closely with Baker & McKenzie, Emerson’s international legal counsel, on the transaction.