Merger and Acquisition

Merger and Acquisition

Our merger and acquisition practice is built on working knowledge of how deals actually get done in Nepal. We guide clients through the entire transaction, from the earliest planning stage through to closing, on either side of the table.

The Legal Framework

M&A in Nepal runs primarily through Sections 177 to 180 of the Companies Act, 2063 (2006), which set out shareholder approval by special resolution, transfer of assets and liabilities, and registration with the Office of the Company Registrar, the principal filing authority with a statutory three-month window to decide on a merger application. Alongside the Act sit the merger and acquisition bylaws, which lay down procedures for documentation, valuation and disclosure.

Several sectors carry their own overlay. Banks and financial institutions fall under the Bank and Financial Institution Act, 2073 (2017) and Nepal Rastra Bank’s dedicated M&A bylaws, a regime that has driven a wave of consolidation in the banking sector. Listed companies attract disclosure obligations under the Securities Act, 2063 (2007) and oversight by the Securities Board of Nepal. Deals involving foreign investors trigger FITTA, 2019, and larger transactions must be considered against the Competition Promotion and Market Protection Act, 2063 (2007).

Knowing which of these regimes applies, and in what combination, is often the first real strategic question in a Nepali M&A deal, well before valuation or structure.

What We Do

• Due diligence: thorough reports on the target company covering the financial, legal and regulatory picture a buyer needs before committing.
• Drafting and negotiation: share purchase agreements, merger agreements and related transaction documents, for buyers or sellers.
• Regulatory approvals: managing the process with the Office of the Company Registrar, Nepal Rastra Bank, Securities Board of Nepal or Department of Industry as the deal requires.
• Deal closure: coordinating the final steps so nothing is left unresolved after signing.

Our Experience

We have advised on M&A transactions for multinational and domestic clients across a range of sectors, including listed and unlisted companies and international private equity and venture capital investors. Banking consolidation, cross-border investment or a first acquisition by a foreign fund each brings its own wrinkle, and we have generally worked through it before.