How many engineers does it take to change a light bulb? How many layers of government does it take to decide on a takeover deal? Two conundrums, one safe response — ‘depends'. Especially, when the latter involves shielding the interests of one of the government's own, and also concerns ‘sensitive' issues of national resources.

The government's dilly-dallying for over seven months on the proposed takeover of Cairn India by Vedanta has helped no one. Obviously not Cairn Energy and Vedanta who are in a hurry – the former to monetise its India investment and the latter to gain a foothold in the oil and gas business. Nor for that matter ONGC, which is trying to get out of a bad deal thrust on it by the government (before the oil gushed out of the Rajasthan wells) but without much luck — at least not yet. Least of all, the country's image as an easy destination for foreign direct investment with watertight laws, time-bound procedures and a decisive polity to deal with complicated issues.

Another group affected by the government's vacillation and ‘nuanced differences' among its ministers are of course Cairn India's minority shareholders. With Sesa Goa (Vedanta's subsidiary) deciding to go ahead with its open offer from April 11 despite the deal not yet receiving the government's approval, the minority shareholders of Cairn India are likely caught in a quandary. Should they tender in the open offer or not? What happens if they tender and the approval doesn't come through? What happens if the approval comes through but the strings attached (cost-recoverability of royalty, etc) cause Vedanta and Cairn Energy to call off the deal? Sesa Goa, in its open offer announcement, has hedged its position by making the offer conditional upon Government consent, tossing the ball into the investor's court.

This raises a moot question. Could Cairn India's minority shareholders have been spared this tight spot? Maybe, if SEBI waited for the CCEA approval for the deal to come through before giving its go-ahead for the open offer. Were SEBI and the Government not talking to each other? It is not clear.

So, did SEBI jump the gun or did the CCEA chicken out at crunch? From the sequence of events which unfolded over the week, the latter seems more likely. Mr Anil Agarwal, Vedanta Chairman, had in fact confidently claimed on Tuesday that the approval would be through. This was even before Sesa Goa notified the stock exchanges on Wednesday morning. But there is many a slip between the cup and the lip. And the CCEA, instead of approving the deal (with or without conditions), referred the matter to a Group of Ministers on Wednesday evening.

Legal experts opine that at this juncture, having set the ball rolling, Sesa Goa could not withdraw the open offer, as per SEBI regulations. And though a request to SEBI for postponement of the offer was a possibility, the company announced its intention to go ahead with the open offer as planned. Did Vedanta calculate that an open offer underway would put the government on the back-foot and expedite an approval? Quite interestingly, Thursday morning saw Cairn Energy announce an extension of the deal deadline from the earlier sacrosanct April 15 to May 20, to accommodate the open offer. All this makes quite an interesting study in game theory.

With much water having flowed under the bridge, what should Cairn India's minority shareholders now do? With the offer open till April 30, there is still time (more than 2 weeks) to decide. At this point, a wait-and-watch approach may make sense. If the government comes up with a clear view on the deal by then, a lot of cloud would have been cleared.

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