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Business brokerage mandates — M&A, joint ventures, technology transfer, investment facilitation, franchise entry — are longer in cycle, higher in value, and more sensitive to relationship quality than trade mandates. The Three P and 8 Golden Questions apply here with even greater weight: a poorly qualified business mandate can consume 12 months of effort before the fundamental commercial misalignment becomes apparent.
| Question | In Business Brokerage | What to Ask — Seller Side | What to Ask — Buyer Side |
|---|---|---|---|
| WHO | Who are the true principals and ultimate beneficial owners? | Who owns the shares? Are promoters the same as operators? Is there a sleeping partner or silent investor whose consent is needed? Who has signing authority for the transaction documents? | Who in the acquiring organisation is championing this deal? Who on the board will approve it? Is this a strategic acquisition or a financial investment (different return expectations)? |
| WHAT | What exactly is being bought, sold, or structured? | What is the transaction structure: share purchase, asset purchase, or JV? What assets are included and excluded? What liabilities does the buyer inherit? Is IP included or licensed? | What does the buyer actually want: the company's customers, its technology, its team, its brand, its manufacturing capacity, or its regulatory licences? |
| WHEN | When does each side need this to close? | Is there a tax year deadline driving the sale? A promoter retirement? A co-founder dispute requiring liquidity? A bank covenant breach requiring capital injection? | Is there a budget cycle, board approval window, or strategic plan horizon driving the buyer's timeline? What happens if the deal does not close by a specific date? |
| WHERE | Where will the transaction be governed, structured, and taxed? | Which country's law governs the share purchase agreement? Where is the Indian company incorporated (Maharashtra vs. other states affects stamp duty)? Does the seller want consideration in INR or USD? | Where does the buyer want to hold the acquired company — directly or through a Singapore/Netherlands/Mauritius holding structure for FDI efficiency and dividend repatriation? |
| WHY | Why is each side transacting now? | Why is the seller selling now (and not 5 years ago or 5 years hence)? Is there a forced sale element? Has the company been shopped to other buyers and rejected? | Why India? Why this sector? Why this company specifically? Is the buyer fleeing a competitor, expanding a supply chain, or entering a new market? |
| WHICH | Which valuation methodology, which due diligence scope, which regulatory approvals? | Which valuation basis is the seller expecting (revenue multiple, EBITDA multiple, asset value, DCF)? Which advisers are engaged (CA, lawyer, investment banker)? | Which DD scope is planned (financial, legal, technical, commercial, HR, tax)? Which regulatory approvals are required (CCI, FEMA, SEBI if listed, sector-specific licences)? |
| WHOSE | Whose representations and warranties, whose indemnities, whose escrow? | Whose name goes on the representations and warranties? If the promoter retires post-sale, who is liable for warranty claims? Is there an escrow arrangement for warranty claims post-closing? | Whose legal counsel is advising the buyer? Is the buyer's legal team familiar with Indian M&A law and FEMA? Who manages post-closing integration? |
| HOW | How will value be transferred, how will key people be retained, how will disputes be resolved? | How is consideration structured: cash at closing, earnout, deferred payment? How are key employees incentivised post-closing (ESOP, retention bonus)? How are post-closing disputes resolved? | How will the buyer fund the acquisition (equity, debt, combination)? How will integration be managed? How is the transaction financed if Indian Rupee appreciation affects the deal value between signing and closing? |
Bring the mandate to us with as much of the 8 Question intelligence as you have available. We will assess the Three Ps honestly and tell you within 5 working days whether we can engage and on what basis. We never commit to a business mandate without genuine conviction that it will close — our commission is earned only on success.
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