NATIONAL LAW UNIVERSITY ODISHA

Towards the fulfilment in assignment for Mergers & Acquisitons.

TOPIC: Decoding Criminal Liability in Merger Deals

Submitted to: Submitted by:

DR. KAUSHIKI BRAHMA ANANYA KARNWAL (2019/BALLB/020)

(ASSISTANT PROFESSOR OF LAW) ASHIMA JOSHI (2019/BALLB/035)

PUNYASHLOK PANDA (2019/BALLB/079)

 ACKNOWLEDGEMENT

“At the onset, the authors would like to express their earnest gratefulness and thank their mentor,
Dr. Kaushiki Brahma for instilling confidence in them and entrusting the task to carry out a project
on this topic. The authors are indeed privileged having being groomed in a prestigious institution
like National Law University Odisha, Cuttack. They would also like to express their gratitude to
their friends for their support and help. Their gratitude also goes out to the staff and administration
of National Law University Odisha, Cuttack for the library infrastructure and IT lab that was a
source of great help for the completion of this project.”
 TABLE OF CONTENTS

CHAPTER-1: INTRODUCTION ............................................................................................4

RESEARCH OBJECTIVES .....................................................................................................6

STATEMENT OF PROBLEM .................................................................................................6

RESEARCH QUESTIONS .......................................................................................................6

RESEARCH METHODOLOGY .............................................................................................6

CHAPTER-2: ANALYSIS OF POST-MERGER CRIMINAL LIABILITIES ......................7

CHAPTER-3: DETERMINATION OF CRIMINAL LIABILITY OF A COMPANY..........9

CHAPTER-4: NAVIGATING FOREIGN JURISPRUDENCE ........................................... 12

CHAPTER-5: DIVERGENCE IN INDIAN LAW ................................................................. 15

CONCLUSION ....................................................................................................................... 17

BIBLIOGRAPHY ................................................................................................................... 19
 CHAPTER-1: INTRODUCTION

Mergers & Acquisitions frequently change the corporate environment, but they also bring up
difficult legal issues, especially when it comes to criminal liability. In India, there is still a complex
legal framework governing successor criminal liability following a merger, and every case is poses
a unique issue based on the facts and circumstances. This project explores the complex area of
post-merger criminal responsibilities, concentrating on a significant case that clarified the Supreme
Court’s position in this area.

The important decision in “Religare Finvest Limited v. State of NCT of Delhi”1 by the Supreme
Court of India clarified the complex relationship between corporate mergers and criminal liability,
especially in the banking industry. The question was whether transferee banks involved in the
merger may prosecute officials of the transferor bank who had committed crimes for their
activities. The Supreme Court’s decision to stop criminal proceedings against DBS Bank India
Limited (“DBS”) for financial misappropriation by Laxmi Vilas Bank (“LVB”) officials prior to
the merger marked a significant turning point in India’s legal history.

The context of the merger, especially in light of Section 45(7) 2, which controls LVB’s forced
merger with DBS bank, had a significant impact on the Court’s conclusion. The timing and nature
of the liabilities greatly affected the Court’s decision-making process; one crucial factor that
emerged was the fact that DBS was not the subject of any criminal proceedings at the time of the
merger. The proviso to Clause 3(3) of the Scheme of amalgamation was also thoroughly examined
by the Court, which emphasized how effectively it complemented the primary objectives of the
merger—namely, the protection of LVB’s creditors and the fulfillment of its responsibilities.

The Court’s view emphasized the idea that the original liability did not change as a result of the
merger with DBS and instead fell exclusively on the authorities of LVB. Not only would it be
unjust to hold DBS responsible for acts taken before the merger, but it would also discourage
potential rescuers from helping financially ailing companies. Thus, the Court’s ruling supported

1
Religare Finvest Limited v. State of NCT of Delhi, [2023] INSC 819.
2
The Banking Regulation Act 1949, s, 45(7).
investor trust and preserved the integrity of the banking industry in addition to defining the
parameters of successor criminal liability.

However, because of its contextual distinctiveness, the Supreme Court’s decision may not have
the same precedential weight as others. The case included a merger under the Banking Regulation
Act, which required a different approach to legal interpretation than mergers controlled by the
Companies Act, 2013. However, the Court’s emphasis on including provisions pertaining to legal
procedures in the merger design document emphasizes how important careful drafting and
regulatory compliance are in managing legal liabilities following a merger.

In addition, the project explores the larger conversation about determining corporate criminal
liability by including findings from both national and international case law. From General Radio 3
to Tesco Supermarkets Ltd. v. Nattrass 4, the project explains how the law has changed over time
to determine who is criminally liable and what obligations remain after a company merges.

The project examines foreign jurisprudence that extends beyond the Indian legal system,
contrasting the differing strategies used by countries like the US, UK, and France. The paper
provides a comparative study by looking at significant cases and legal systems, illuminating the
nuances of successor criminal liability in a worldwide setting. To sum up, this article provides a
thorough analysis of post-merger criminal responsibilities by summarizing legislative measures,
court decisions, and global viewpoints. It attempts to disentangle the difficulties involved in
managing corporate acquisitions while maintaining legal integrity and building investor trust by
painstaking study and contextual understanding.

3
General Radio & Appliances Co. Ltd. v. M.A. Khader, [1986] 2 SCC 656.
4
Tesco Supermarkets Ltd. v. Nattrass, [1971] (2) All ER 127.
 RESEARCH OBJECTIVES

1. To study the concept of post-merger criminal liabilities through judicial precedents.

2. To identify the factors that contribute in the determination of criminal liability of a
company.
3. To understand the position in foreign jurisprudence regarding criminal liability of a
company, and how the Indian position diverges from it.

STATEMENT OF PROBLEM

The paper focuses on examining the concept of post-merger criminal liability imposed on merged
entities as a result of corporate structuring. It further attempts to trace the evolution of the issue in
Indian legal framework through judicial precedents to understand the position of the courts in this
regard. To conclude the paper, it identifies the divergence of the domestic legal framework on the
topic in contrast to that in foreign jurisprudence.

RESEARCH QUESTIONS

1. How has the current legal position developed in relation to post-merger criminal liability
through judicial precedents?
2. What are the key factors responsible in determining the criminal liability of a company?
3. What is the position in foreign jurisprudence regarding criminal liability of a company, and
how does Indian law diverge from it?

RESEARCH METHODOLOGY

“The research work be completed in adherence to the doctrinal method of research and data will
be extracted from secondary sources. It shall be descriptive in nature and will also follow analytical
approach. The research will be an endeavor to review the exiting format and establish relationship
with the subject format. Oscola method of citation has been used in this project.”
 CHAPTER-2: ANALYSIS OF POST-MERGER CRIMINAL LIABILITIES

In India, the notion of successor criminal liability is currently in a nuanced position and is
determined individually for each case. The Supreme Court of India made a significant stride in
this area specifically within the banking industry. In the case of “Religare Finvest Limited v. State
of NCT of Delhi”5, the Supreme Court deliberated on whether a transferee bank involved in a
merger could be held accountable for corporate criminal liability concerning offenses committed
by officials of the transferor bank before the merger occurred. The Supreme Court halted the
criminal proceedings initiated against DBS Bank India Limited (“DBS”) for the misappropriation
of funds by Laxmi Vilas Bank (“LVB”) officials before the merger. The Court’s ruling has to be
understood in its particular context. Primarily, under Section 45(7)6 the compulsory merger of
LVB with DBS bank has made a significant influence on court’s decision.

Additionally, the timing and nature of liabilities played a crucial role in the Court’s decision. At
the time of merger there wasn’t any criminal charges against DBS bank which was a crucial factor
in determining the case. Furthermore, legal proceedings were exclusively aimed at its executives
at the time of amalgamation on November 27, 2020. Within this context, the court examined the
proviso to Clause 3(3) of the Scheme of amalgamation. This proviso stated that “any criminal
proceedings initiated against an officer or employee of LVB before the appointed date of the
amalgamation should continue as if LVB had not been dissolved.” The Supreme Court asserted
that the specified clause in the scheme should be understood in light of the amalgamation's
purpose, which primarily aimed at recovering LVB’s debts due to its financial instability and
safeguarding its creditors.

As the original liability solely rested upon the officials of LVB, the Court affirmed that it remained
unaffected by the merger into DBS. Consequently, DBS was found to have no involvement and
thus no liability. The Court’s interpretation was notably influenced by the context of the merger,
where DBS effectively salvaged the financially troubled LVB. It emphasized that prosecuting DBS
for the actions of LVB officials would undermine justice and erode public confidence in the

5
Religare Finvest Limited v. State of NCT of Delhi, [2023] INSC 819.
6
The Banking Regulation Act 1949, s, 45(7).
banking sector. Such a move would also discourage potential rescuers like DBS from aiding failing
banks. Therefore, the Supreme Court dismissed the criminal proceedings against DBS.

The Supreme Court's ruling, while comprehensible, may have limited precedential value since it
was tailored to the specific circumstances of the case. Firstly, it pertained to a merger between two
banks regulated by the “Banking Regulation Act”, unlike mergers governed by the Companies
Act, 2013. Section 232(3)(c)7 stipulates that “the continuation by or against the transferee company
of any legal proceedings pending by or against any transferor company on the date of transfer”
would be determined by the NCLT. Nonetheless, section 245(5)(e) of the Banking Regulation Act
allows the scheme of amalgamation formulated by the RBI to specify how pending proceedings
against the transferee bank are to be continued. This distinction holds little significance because,
even in the case of non-banking entities, parties can incorporate terms regarding the handling of
legal proceedings in the scheme document. If approved by the tribunal, these terms would dictate
the nature of proceedings carried forward against the transferee company.

7
The Companies Act 2013, s. 232(3)(c).
 CHAPTER-3: DETERMINATION OF CRIMINAL LIABILITY OF A COMPANY

When assessing the criminal liability of a company two things are needed to be looked into; the
initial consideration involves assessing whether the company can be held accountable for criminal
intent or mens rea. The second aspect pertains to whether the successor should assume the criminal
liability of the predecessor following a merger.

In “General Radio & Appliances Co. Ltd. v. M.A. Khader,”8 it was held that when two companies
are amalgamated, the transferor company ceases to exist. This principle was also referenced in
“Saraswati Industrial Syndicate Ltd. v. CIT,”9 concerning income tax liability, and “McLeod
Russel India Ltd. v. Regl. Provident Fund Commr.”,10regarding default in payment of provident
fund dues. The Court, drawing from various aspects covered in different case laws, concluded that
“criminal liability of a company:

a) is recognised where it can be attributable to individual acts of employees, directors or

officials of a company or juristic persons;
b) is recognised even if its conviction results in a term of imprisonment;
c) cannot be transferred ipso facto, except when it is in nature of penalty proceeding;
d) the legal effect of amalgamation of two companies is the destruction of the corporate
existence of the transferor company; it ceases to exist
e) that apart, only defined legal proceedings, are succeeded by the transferee company.”

Furthermore, the Court referred to “Lord Diplock's observation in Tesco Supermarkets Ltd. v.
Nattrass”11, where he stated,

“In my opinion, the determination of which natural persons are to be regarded in law as
embodying the company for the purpose of actions carried out in the course of its business,
including taking precautions and exercising due diligence to prevent the commission of a criminal
offense, should be based on identifying those natural persons who, according to the memorandum
and articles of association or as a result of actions taken by the directors or by the company in a

8
General Radio & Appliances Co. Ltd. v. M.A. Khader, [1986] 2 SCC 656.
9
Saraswati Industrial Syndicate Ltd. v. CIT, [1990] Supp SCC 675.
10
McLeod Russel India Ltd. v. Regl. Provident Fund Commr., [2014] 15 SCC 263.
11
Tesco Supermarkets Ltd. v. Nattrass, [1971] (2) All ER 127.
general meeting in accordance with the articles, are entrusted with the authority to exercise the
company's powers.”

In addition, the Court referenced the ruling in Meridian Global Funds Management Asia Ltd v
Securities Commission12, which addressed the question of corporate accountability, particularly in
cases where not all decisions necessitate board approval or unanimous shareholder agreement. The
Court acknowledged that simply applying primary rules of attribution may not be sufficient to
oversee all actions undertaken by a company. Instead, it expounded upon the notion that companies
also rely on general rules of attribution, similar to those applied to individuals, drawing upon
principles of agency, necessitating the designation of individuals as servants and agents, whose
actions are considered to be those of the company.

Furthermore, the Court emphasized the importance of referring to the rules of attribution that are
applicable to a particular company when considering its capabilities or limitations. The Court then
cited Lord Hoffmann, who in his opinion stated:

“It is a matter of interpretation in each instance to determine whether the specific rule mandates
attributing the knowledge that an act has been performed, or the state of mind with which it was
performed, to the company.”

At times, such as in the case of In re Supply of Ready Mixed Concrete 13 and the present case, it
may be suitable. Conversely, the mere authorization of a company employee to drive a lorry does
not automatically imply that if they cause someone's death due to reckless driving, the company
will be liable for manslaughter. Therefore, no contradiction exists. Each scenario presents an
attribution rule tailored to a specific objective, adjusted as necessary to align with the terms and
principles of the underlying rule.

The Court also referred to the decision in “Iridium India Telecom v Motorola Inc”14, which
established that the key consideration in ascertaining whether the crime is committed in connection
with the business’s activities and whether it is managed by a group of people or a single person
inside the corporation are the primary factors in determining corporate criminal culpability. In

12
Meridian Global Funds Management Asia Ltd v Securities Commission, [1995] 3 All ER 918.
13
In re Supply of Ready Mixed Concrete, [1995].
14
Iridium India Telecom v Motorola Inc, [2010] 14 (ADDL.) SCR 591.
essence, the Court clarified that a company may be said to “think and act” via these supervisory
persons or organisations.

The primary question in this case concerned whether a bank that succeeded to the old Lakshmi
Vilas Bank could be held responsible for the alleged crimes that the prior bank had committed.
The Court reiterated that unless specific penalty actions are involved, criminal culpability in
merger cases cannot be automatically transferred to the transferee corporation.

The appellant (DBS Bank) referred to the case of Nicholas Piramal India Limited v. S.
Sundaranayagam15, wherein it was noted,

“The legal stance arising from the aforementioned judicial rulings is that following an
amalgamation between two companies, the transferor company undergoes civil dissolution, and
the resultant entity from the amalgamation cannot be prosecuted for an offense committed by the
transferor company.”

The Court referenced its prior ruling in “McLeod Russel India Limited v. Regional Provident Fund
Commissioner, Jalpaiguri”16, which underscored that criminal responsibility is firmly linked to
the individual perpetrator and cannot be transferred via any contract or legislation.

In our view, the terms specified in the merger scheme should be the primary basis for determining
culpability. Although extant legal precedents provide valuable guidance, the particulars of every
merger, as outlined in the plan, need to dictate the distribution of criminal culpability between the
successor and predecessor companies. The provisions of the merger scheme, which include the
corresponding rights and duties, largely govern the real nature and repercussions of an
amalgamation, as shown by Indian court rulings such as Saraswati Industrial Syndicate.

Additionally, liability may also be influenced by provisions under Section 232(3)(c) of the
Companies Act. Section 232(3)(c) grants authority to the National Company Law Tribunal to make
provisions regarding “the continuation by or against the transferee company of any legal
proceeding by or against any transferor company on the date of transfer.”

15
Nicholas Piramal India Limited v. S. Sundaranayagam, [2007].
16
McLeod Russel India Limited v. Regional Provident Fund Commissioner, Jalpaiguri, [2014] (9) SCR 162.
 CHAPTER-4: NAVIGATING FOREIGN JURISPRUDENCE

Indian legal framework concerning corporate criminal liability following an amalgamation or

merger is still in its nascent phase, prompting the judiciary to look to foreign legal precedents for
guidance. The appeal in Religare Finvest stemmed from the ruling of the Delhi High Court in
“DBS Bank India Ltd. v State of NCT”,17 wherein it declined to adhere to the legal precedent
established in Nicholas Piramal. This earlier precedent was based on an aged judgment of the “US
Supreme Court in Oklahoma Natural Gas Co. v. State of Oklahoma.”18 The Oklahoma State
Company Law specified the appointment of trustees upon dissolution, hence only these trustees
could represent the dissolved company in ongoing legal proceedings, rather than another company
that acquired its assets during dissolution.

However, this approach raises issues as it fails to distinguish between assuming rights and
liabilities through contractual agreements or stake sales, and the concept of a 'merger'. Moreover,
there are notable differences between US and Indian laws in this regard. While India operates
under a unified Companies Act of 2013, the US has corporate laws that vary from state to state.
As a result, the US Court of Appeals considered a merger involving three subsidiaries and their
19
parent corporation, Union Carbide and Carbon Corporation. in United States v. United States
Vanadium Corp. The laws of West Virginia, Delaware and New York State Company applied to
these subsidiaries.

The Court's decision revealed the contrast in outcomes depending on the governing state laws.
New York company law allowed for the transmission of criminal liability to the successor
corporation, while the opposite was true for subsidiaries governed by West Virginia and Delaware
laws. Because of the ease with which "liabilities, obligations, and penalties" can be transferred to
the successor corporation under New York law, this interpretation was possible.

It is well-established in the United States, especially when it comes to consolidations, that criminal
culpability survives a merger and transfers to the resulting corporate successor. Judgements like
United States v. Mobile Materials, Inc. and United States v. Alamo Bank of Texas have maintained

17
DBS Bank India Ltd. v State of NCT, [2023] LiveLaw (SC) 790.
18
Oklahoma Natural Gas Co. v. State of Oklahoma, 273 US 257 [1927.]
19
United States v. United States Vanadium Corp., 230 F.2d 646.
successor responsibility for a wide range of offences, including mail fraud, making false
representations, antitrust crimes, and Bank Secrecy Act offences. The idea is clear: a company
cannot avoid responsibility by combining with another.

Similar transfers of "rights and liabilities" to the successor company and the "continuation of legal
proceedings" are outlined in Section 232 of the Indian Companies Act, 2013 and Rule 20 of the
Company Rules, which are modelled after the procedures in New York law. In contrast to the
processes outlined in West Virginia or Delaware regulations, which call for the nomination of
"trustees" and a formal dissolution, resulting in the transfer of rights and assets to a different
company, Indian merger laws lack such a mechanism.

The French Supreme Court changed its previous ruling in 2020. They decided that when two
companies merge, the new company can be held responsible for any criminal actions committed
by the merged company before the merger. This means that if the merged company, Intradis, had
done something illegal, the new company, Iron Mountain of France, could also be held
accountable.20 The Court based its decision on the rules in the Commercial Code, which say that
when one company buys another, it also takes on its assets and liabilities. They were influenced
by a similar decision made by the European Court of Justice in Portugal in a case involving
violations of employment law. 21

In the United Kingdom,22 when one company buys another, the new owner can sometimes be held
responsible for any illegal activities the purchased company did before the purchase. This is
especially true if the sale involved buying shares of the company. It depends on how the deal is set
up. The Crown Prosecution Service, 23 which handles criminal cases in the UK, has guidelines for
prosecuting companies. These guidelines say that when a company is dissolved, it's like the
company has died because it no longer exists.

The guidelines also say that if there are significant differences between how the company was
when it committed the crime and how it is now, it might not be in the public interest to prosecute.

20
CT Corporation Staff, ‘Criminal Liability transfer in an M&A deal’ (Wolters Kluwer, 03 March 2021) <
https://www.wolterskluwer.com/en/expert-insights/criminal-liability-transfer-in-mergers> accessed 10 March 2024.
21
Modelo Continente Hipermercados SA v Autoridade para as Condições de Trabalho, [2014] C-343/13.
22
Joanna Ludlam, ‘Corporate Liability in the United Kingdom’(Global Compliance News) <.
https://www.globalcompliancenews.com/wcc/corporate-liability-in-the-united-kingdom/> accessed 10 March 2024.
23
‘Corporate Prosecutions’ < https://www.cps.gov.uk/legal-guidance/corporate-prosecutions> accessed 10 March
2024.
This means that if the company has changed a lot since the time of the crime, prosecuting them
might not be the best thing for the public.

For example, if a company did something wrong years ago, but since then has improved its
practices and policies, it might not make sense to prosecute them now. Prosecuting them might not
serve the public interest because it could harm the company, its employees, and its customers,
without making much difference in preventing future crimes.
 CHAPTER-5: DIVERGENCE IN INDIAN LAW

In the Religare Finvest case, the Indian Supreme Court did not support the aforementioned
strategies. Its previous ruling in McLeod Russel, which dealt with the imposition of civil damages
under section 14-B of the Employees Provident Fund Act, served as the foundation for its
conclusion. The court made the observation that "criminal liability... cannot be transferred... even
by statute," without specifically addressing criminal accusations. This statement, which calls for
reconsideration, was made without first carefully examining the pertinent section of the Companies
Act pertaining to the transfer of "rights and liabilities."

A noteworthy decision that was also mentioned was General Radio, in which it was decided that a
voluntary merger resulted in the tenancy held by the merging firm being transferred to the
succeeding company, in violation of a state law that forbade such transfers of tenancy. But in
actuality, this situation differs from the transfer of criminal culpability to a successor business.

Under Section 45 of the Banking Regulation Act, the relevant scheme was made and the final
reference was made to clause 3(3), which stated “any other proceedings of whatever nature... shall
not abate, but shall be prosecuted and enforced by or against the transferee bank,". These phrases
are wide enough to cover illegal actions taken by the transferee bank or against it. It's interesting
that neither party brought up clause 3(1), which transferred "all borrowings, liabilities, duties, and
obligations of whatever kind.”

Instead of examining clause 3(1) of the scheme, the Court interpreted the proviso to clause 3(3),
stating that it impliedly excluded criminal prosecution of the successor company since it
specifically permitted the continuation of criminal proceedings against the officers of the
previously merged company. If not, this clause would have been mentioned clearly. The proviso
just restates what section 240 of the Companies Act of 2013 says about general mergers and
amalgamations.

Analyzing this, it appears that the Court's interpretation relied heavily on the language of the
proviso, which seemingly excluded criminal liability of the successor company by permitting
continuation of proceedings against the officers of the merged entity. However, the Court's failure
to consider clause 3(1) of the scheme, which transferred all liabilities and obligations to the
successor company, raises questions about the comprehensiveness of its analysis. Further scrutiny
of both clauses may have provided a more nuanced understanding of the legal implications of the
merger in relation to criminal liability.

Such provisions are deemed necessary due to the legal precedent established by the Supreme Court
in the case of “P. Mohanraj v. Shah Brothers Ispat Pvt. Ltd.”,24 ruled that a criminal complaint
filed under statutes that permit employees to be held criminally liable for the actions of their
corporate employer cannot be filed unless the corporate employer is named as an accused party,
unless doing so is impractical. Such a provision becomes necessary since the corporate employer
is no longer in existence and the former workers were not working for the successor business at
the relevant period. It seems that the current understanding of the proviso in clause 3(3) deviates
from the intention of the legislature. Rather, the way it is constructed makes clause 3(3)
unnecessary. It is hoped that a new assessment of this matter would happen soon.

24
P. Mohanraj v. Shah Brothers Ispat Pvt. Ltd, AIR[2021] Supreme Court 1308.
 CONCLUSION

This article examines the intricate legal framework for post-merger criminal liabilities in India. It
specifically analyzes the Supreme Court's decision in the “Religare Finvest Limited v. State of
NCT of Delhi” case. With the ever-growing economy and business transactions in the country,
corporate Mergers and Acquisitions have increased in a multifold manner. When such corporate
restructuring takes place, it results in creation of rights and responsibilities for both the parties.
This often results in an imbalance of liabilities and creating a burden on the buyer. One such
pertinent issue is that of post-merger criminal liability which imposes on the buyer, any prior
criminal liability existing on the part of the seller. Such liability survives such merger and attaches
itself to the new merged entity. Through this article, the authors have tried to discuss this concept
of post-merger criminal liability in detail.

The article focuses on studying the concept of criminal liability arising from mergers and tried to
trace its evolution in the Indian legal landscape. It focuses on the complexities arising due to the
creation of such post-merger criminal liability for both the participating entities in a merger. A
recent landmark judgement in this regard explains the current position of the Supreme Court on
this issue. The article analyses the Indian legal framework concerning corporate criminal liability
following an amalgamation or merger is still in its nascent phase, prompting the judiciary to look
to foreign legal precedents for guidance. The appeal in Religare Finvest stemmed from the ruling
of the Delhi High Court in “DBS Bank India Ltd. v State of NCT”, wherein it declined to adhere
to the legal precedent established in Nicholas Piramal.

The Court’s interpretation underscored the principle that the original liability rested solely upon
the officials of LVB and remained unaffected by the merger into DBS. Holding DBS accountable
for actions predating the merger would not only undermine justice but also deter potential rescuers
from aiding financially troubled entities. Thus, the Court’s decision not only delineated the
boundaries of successor criminal liability but also upheld the integrity of the banking sector and
bolstered investor confidence.

The authors have further made an attempt to identify foreign jurisprudence in relation to post-
merger criminal liability and how Indian jurisprudence diverges from the same. Similar transfers
of “rights and liabilities” to the successor company and the “continuation of legal proceedings”
are outlined in Section 232 of the Indian Companies Act, 2013 and Rule 20 of the Company Rules,
which are modelled after the procedures in New York law. In contrast to the processes outlined in
West Virginia or Delaware regulations, which call for the nomination of “trustees” and a formal
dissolution, resulting in the transfer of rights and assets to a different company, Indian merger laws
lack such a mechanism.

Furthermore, the article incorporates results from domestic and international case law to examine
the broader discussion around the assessment of corporate criminal culpability. The article
discusses how the law has evolved over time to determine who has criminal intent and what duties
continue after a firm merges, using cases like General Radio and Tesco Supermarkets Ltd. v.
Nattrass as examples. The article examines foreign jurisprudence that extends beyond the Indian
legal system, contrasting the differing strategies used by countries like the US, UK, and France.
The paper provides a comparative study by looking at significant cases and legal systems,
illuminating the nuances of successor criminal responsibility in a worldwide setting.

To sum up, this article provides a thorough analysis of post-merger criminal responsibilities by
summarizing legislative measures, court decisions, and global viewpoints. It attempts to
disentangle the difficulties involved in managing corporate acquisitions while maintaining legal
integrity and building investor trust by painstaking study and contextual understanding.
 BIBLIOGRAPHY

 CASES:
 Religare Finvest Limited v. State of NCT of Delhi, [2023] INSC 819.
 General Radio & Appliances Co. Ltd. v. M.A. Khader, [1986] 2 SCC 656.
 Saraswati Industrial Syndicate Ltd. v. CIT, [1990] Supp SCC 675.
 McLeod Russel India Ltd. v. Regl. Provident Fund Commr., [2014] 15 SCC 263.
 Tesco Supermarkets Ltd. v. Nattrass, [1971] (2) All ER 127.
 Meridian Global Funds Management Asia Ltd v Securities Commission, [1995] 3 All ER
918.
 In re Supply of Ready Mixed Concrete, [1995].
 Iridium India Telecom v Motorola Inc, [2010] 14 (ADDL.) SCR 591.
 Nicholas Piramal India Limited v. S. Sundaranayagam, [2007].
 McLeod Russel India Limited v. Regional Provident Fund Commissioner, Jalpaiguri,
[2014] (9) SCR 162.
 DBS Bank India Ltd. v State of NCT, [2023] LiveLaw (SC) 790.
 Oklahoma Natural Gas Co. v. State of Oklahoma, 273 US 257 [1927.]
 United States v. United States Vanadium Corp., 230 F.2d 646.
 STATUTES:
 The Banking Regulation Act 1949, s, 45(7).
 The Companies Act 2013, s. 232(3)(c).
 WEBSITES:
 CT Corporation Staff, ‘Criminal Liability transfer in an M&A deal’ (Wolters Kluwer, 03
March 2021) < https://www.wolterskluwer.com/en/expert-insights/criminal-liability-
transfer-in-mergers> accessed 10 March 2024.
 Modelo Continente Hipermercados SA v Autoridade para as Condições de Trabalho,
[2014] C-343/13.
 Joanna Ludlam, ‘Corporate Liability in the United Kingdom’(Global Compliance News)
<. https://www.globalcompliancenews.com/wcc/corporate-liability-in-the-united-
kingdom/> accessed 10 March 2024.
 ‘Corporate Prosecutions’ < https://www.cps.gov.uk/legal-guidance/corporate-
prosecutions> accessed 10 March 2024.