The EXL iMerit acquisition has drawn two prominent law firms to either side of the table, with Trilegal advising the target and Sheppard acting for the buyer in a transaction valued at up to $310 million. ExlService Holdings, Inc. (NASDAQ: EXLS), a global data and AI company, announced a definitive agreement to acquire iMerit, a recognised leader in AI model training, evaluation, and reinforcement learning. The acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions.
Introduction
ExlService Holdings, Inc. entered into a definitive agreement to acquire iMerit, which is focused on helping its clients train large language and multimodal models to improve accuracy, precision, and effectiveness. The transaction is structured so that EXL‘s subsidiary, Clairvoyant AI, Inc., acquires iMerit Inc., with the deal including $170 million in upfront cash, subject to debt, cash and working capital adjustments, plus up to $140 million in cash incentives and earnouts over two years tied to specified milestones.
Trilegal‘s scope included advising on various structuring aspects of the transaction, including structuring pertaining to treatment of outstanding ESOPs of iMerit, and negotiating and finalising the share purchase agreement and ancillary documentation, including disclosure schedules, restrictive covenant agreements, and employment agreements. The firm also advised iMerit in relation to the transition of its employees, and in negotiation and finalisation of the related documentation for the same, including transfer agreements, services agreements, and offer letters.
Deal Value
The acquisition is valued at up to $310 million in upfront and future consideration and is expected to close in the third quarter of 2026, subject to customary closing conditions. The deal includes $170 million in upfront cash, subject to debt, cash and working capital adjustments, plus up to $140 million in cash incentives and earnouts over two years tied to specified milestones. A portion of the consideration will be held in escrow for working capital and indemnification matters.
Legal Teams Involved
Trilegal — Advised iMerit and its Shareholders
Trilegal advised iMerit and its shareholders on this transaction. The deal team across all practice areas comprised the following:
Core Transaction Team
- Abhishek Guha (Partner)
- Tanya Uppal (Partner)
- Shreya Gokhale (Senior Associate)
- Vijay Chawla (Senior Associate)
Labour and Employment
- Apeksha Mattoo (Partner)
- Maitreya Sharma (Senior Associate)
- Achintya Anupam (Associate)
- Anjali AR (Associate)
Real Estate
- Monika Bhonsale (Partner)
- Uday Shah (Senior Associate)
- Muskan Dadia (Associate)
Competition
- Gauri Chhabra (Partner)
Intellectual Property
- Kirti Balasubramanian (Partner)
Technology, Media, and Telecommunications
- Jishnu Sanyal (Partner)
Sheppard — Advised ExlService Holdings
Sheppard‘s Corporate practice represented ExlService Holdings, Inc. (NASDAQ: EXLS) in its definitive agreement to acquire iMerit. The deal team comprised the following:
Core Transaction Team
- Valerie Demont (Partner)
- Matt McCalip (Partner)
- Teresita Acedo (Associate)
- Anushna Das (Associate)
- Claire Jang (Associate)
Supporting Team
- Greg Berk (Partner)
- Brandon Buck (Associate)
- Michael Chan (Partner)
- Tracy Chau (Associate)
- Dmitriy Chelnitsky (Partner)
- Brian Egan (Associate)
- Sally Elshihabi (Special Counsel)
- Jonathan Finkel (Attorney)
- Melissa Hughes (Associate)
- Sean Kirby (Partner)
- Malika Levarlet (Attorney)
- Theodore Mayer (Associate)
- Carolyn Metnick (Partner)
- Jennifer Redmond (Partner)
- Tamar Rosenberg (Partner)
- Isaiah Smith (Associate)
- Niya Tang (Partner)
- Dimitris Vallindas (Partner)
- Michael Weisshar (Associate)
- Daniel Yannuzzi (Partner)
Significance and Impact
This transaction is notable for the breadth and depth of its legal advisory requirements, spanning M&A structuring, labour and employment, real estate, competition, intellectual property, and technology law on the Trilegal side alone. The ESOP structuring component — covering the treatment of outstanding employee stock options at iMerit — reflects the complexity that arises when AI-sector talent retention intersects with a cross-border share purchase.
The move boosts EXL‘s ability to help enterprises achieve measurable outcomes from AI, builds partnerships with leading foundation model developers, and expands its reach into high-growth AI technology sectors. iMerit brings expertise in AI model training, evaluation and reinforcement learning, plus its Ango platform and Scholars expert network; EXL plans to integrate these with EXLerate.ai, EXLdata.ai and EXLdecision.ai, aiming to support enterprise-scale AI deployments across regulated sectors such as healthcare, insurance, banking and capital markets.
The cross-jurisdictional nature of the deal — with Trilegal managing Indian-law aspects including employee transition documentation and real estate, and Sheppard leading US-law M&A execution — illustrates the multi-firm coordination increasingly required in India-linked AI sector acquisitions. For a running record of deals and the firms behind them, see the Deal Meter.
ExlService Holdings, Inc. announced the definitive agreement to acquire iMerit on June 24, 2026, with Trilegal and Sheppard each fielding large, multi-practice teams to see the transaction through. The acquisition, valued at up to $310 million in upfront and future consideration, is expected to close in the third quarter of 2026, subject to customary closing conditions. The deal underscores the growing role of specialised AI data companies in enterprise M&A and the corresponding demand for multi-disciplinary legal counsel on both sides of the table.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. It is based on the details provided and publicly available sources.
