JSA advised International Business Machines Corporation (IBM) on the India leg of the global separation of the Managed Infrastructure Services (MIS) business of IBM’s Global Technology Services segment into a new public company, Kyndryl Holdings LLC (Kyndryl). In India, IBM’s MIS business was housed within IBM India Private Limited and Network Solutions Private Limited (both indirect wholly owned subsidiaries of IBM), which has been transferred to Kyndryl Solutions Private Limited, another indirect subsidiary of IBM (Kyndryl India) as on September 1, 2021 by way of:
- a demerger from IBM India Private Limited through a scheme of arrangement under Sections 230 – 232 of the Companies Act, 2013 sanctioned by the National Company Law Tribunal, Bengaluru Bench (NCLT)
- a business transfer / slump sale from Network Solutions Private Limited.
This was followed by a series of offshore share transfers (in the form of equity distributions and contributions) of Kyndryl’s shares inter se IBM and Kyndryl entities.
The MIS business in India is valued at about USD 600 million. Upon completion of regulatory processes, Kyndryl will spin off from IBM as a separate publicly traded company on a subsequent date, until which time, Kyndryl will remain an indirect subsidiary of IBM. The transaction entailed
- completion of an NCLT process within a stringent timeline amidst various challenges
- undertaking of a notification to the Competition Commission of India under the green channel route
- advising on numerous complexities related to separation of the MIS business (which was intertwined with IBM’s retained businesses)
- transfer of SEZ licenses in a timely manner.
Hogan Lovells acted as the international counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as the US counsel to IBM on this transaction.
JSA Transaction Team Comprised Partner – Venkatesh Raman Prasad, Partner – Ronak Ajmera, Partner – Shivani Chugh, Senior Associate – Ankita Jain, Senior Associate – Sweta Singh, Associate – Ankit Srivastav, Associate – Ritesh Anand, and Senior Associate – Lipi Sarin.
JSA Litigation Team Comprised Partner – Dheeraj Nair, Partner – Prasanth VG, Principle Associate – Kumar Kislay, Senior Associate – Sindhu S. Rao, Associate – Avni Sharma, and Associate – Ayyanna Sharanappa.
JSA Competition Team Comprised Partner – Vaibhav Choukse, Principal Associate – Ela Bali, Senior Associate – Nripi Jolly.
JSA Tax Team Comprised Partner – Kumarmanglam Vijay, Partner – Manish Mishra, Senior Associate – Shikha Parmar, Associate – Shiv Singhal.
Additionally, the following JSA team members advised on stamp duty issues and also assisted with signing/closing related processes:
Partner – Gerald Manoharan, Partner – Manuel Jose, Senior Associate – Soujanya Gollapudi.
Practicing as a lawyer since 2000 in Indian courts and tribunals. Appeared in twenty High Courts of India and conducted several arbitrations.
Ela is a partner with JSA’s competition law practice with more than 8 years of experience. She represents and advises clients across different sectors on enforcement and merger control matters before the CCI, NCLAT, Delhi and Bombay High Court, and the Supreme Court of India.
Gerald (Jerry) has over 20 years of experience as a corporate commercial lawyer and has worked with several clients on diverse matters, including investments, corporate advisory, restructuring, mergers and acquisitions, contracting, dispute advisory and real estate.
Kumar Kislay has been practicing law since the year 2013 and focuses on Infrastructure practice, Corporate-Commercial Litigations, and White-Collar Offences.
Kumarmanglam is an equity partner of the firm and also heads the direct tax and regulatory practice at JSA. He has more than 25 years of experience in matters relating to direct taxation (including international taxation, transfer pricing, litigation, anti-avoidance laws, and M&A tax), accounting, and corporate laws including mergers and acquisition, joint ventures, foreign investments, market entry strategy, and corporate restructuring.
Manish has more than 23 years of experience in Indirect taxation across Industry, Consulting and law firms.
Manuel’s practice focuses primarily on corporate transactional matters such as cross-border acquisitions, joint ventures, strategic alliances, private equity and venture capital investments, business re-organizations or transfers, and other corporate acquisitions and exits.
Nripi specialises in competition law. She has advised on several complex merger control proceedings in various sectors such as healthcare and life sciences, banking and finance, technology, chemical, petroleum and natural gas and infrastructure and is currently involved in several behavioural proceedings before the CCI, NCLAT, High Court and Supreme Court.
Prashanth has extensive experience of appearing and conducting matters before various courts, tribunals and quasi-judicial bodies in cities like Delhi, Mumbai, Kolkata, Chennai, Bangalore, Hyderabad, Jaipur, Allahabad, Chandigarh etc.
Ronak specializes in the areas of domestic and cross-border mergers and acquisitions, corporate and business restructuring, carve-out transactions, private equity, strategic investments, fund-raises, joint ventures, technical collaborations and India entry advice.
Shikha has over 10 years of diverse professional experience in handling Indirect tax, audit, accounts and general corporate financial affairs of various clients.
Shivani focusses on matters related to Projects and Mergers & Acquisitions.
Sweta’s key focus areas are Mergers & Cross Border Investments & Acquisitions, Construction, Engineering and Infrastructure Specialty Contracting and Corporate/ Business structuring and restructuring.
Vaibhav is heading the Firm’s Competition Law Practice and has been practicing competition law since its inception in India. He focuses on complex enforcement/ litigation and merger control cases and represents and advises clients on a broad range of competition law issues spanning across several sectors.
Venkatesh practices Corporate and Civil laws with a focus on Infrastructure, Energy and Foreign investment.