A Critical Study on Strategic Due Diligence and Corporate Risk Governance in Modern Mergers and Acquisitions in India

Abstract

Mergers and acquisitions (M&A) in India have grown substantially over the past two decades, driven by economic liberalisation, regulatory reforms, and an increasingly competitive corporate landscape . Yet, for all the enthusiasm surrounding deal-making, a striking number of transactions still fail to deliver the value they promised not because the business logic was flawed at the outset, but because the processes of due diligence and risk governance were either rushed, poorly structured, or treated as procedural formalities rather than strategic imperatives. This paper examines the twin pillars of strategic due diligence and corporate risk governance within the context of modern M&A activity in India, with a view to understanding why these processes matter more now than at any point in the country's corporate history. Drawing on regulatory frameworks, landmark transactions, and emerging best practices, the study argues that Indian acquirers and their advisors must move beyond conventional financial and legal checklists toward a more integrated, forward-looking model of deal assessment. The paper further highlights the role of SEBI, CCI, and NCLT in shaping governance expectations, and discusses how evolving ESG considerations, digital transformation, and cross-border complexity are redefining what it means to truly understand a target company before committing capital.

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