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Sponsor and fund counsel on growth, buyout and venture transactions. Term-sheet through definitive documentation, drag-along, tag-along, anti-dilution, liquidation preference and exit waterfall.
Private equity and venture capital practice has matured rapidly in India. The work covers growth-equity, buyout deals, venture financings (Seed through Series F), structured-credit transactions and secondary share sales. The legal architecture is built around the SHA-Articles dual-document framework, the AIF Regulations 2012, and the FEMA NDI Rules.
The firm acts for sponsors, funds, founders and target companies. Each side has its own concerns — sponsors and funds focus on protective rights, exit certainty and governance; founders focus on dilution and control retention; target companies focus on operational continuity.
The term sheet decides 80 per cent of the deal. The definitive documents decide the rest.
Pricing, valuation, anti-dilution, liquidation preference, board composition and reserved matters.
SSA, SHA, escrow, side letters, employment terms and consent letters.
Reserved matters, information rights, anti-dilution, ROFR/ROFO, drag and tag rights.
IPO drag, strategic-sale put, third-party sale, buy-back and waterfall mechanics.
The term sheet is the working document of the financing — and increasingly the legally-binding spine of the transaction. The firm's term-sheet practice covers pricing methodology, the valuation cap, anti-dilution architecture (full ratchet vs broad-based weighted average), liquidation preference (1x non-participating vs participating, with caps and stacking), board composition and observer rights, reserved matters at board and shareholder level, information rights, ROFR and ROFO mechanics.
The definitive documents typically comprise a Subscription Agreement, a Shareholders' Agreement, an amended Articles of Association, an Indemnification Agreement and ancillary documents. The firm's drafting protocol ensures consistency between the SHA and the Articles — discrepancies between the two documents create enforceability gaps that have been the subject of significant Indian litigation.
Reserved matters at board level (typically 7–15 items) and shareholder level (typically 10–25 items) define the operational and strategic decisions that require investor consent. Information rights, anti-dilution rights, ROFR/ROFO mechanics, drag-along and tag-along rights complete the protective architecture.
Exit architecture is decided at investment, not at exit. The firm's practice covers IPO-drag rights, strategic-sale puts, third-party-sale drag rights, buy-back obligations (subject to FEMA pricing constraints), and waterfall mechanics that distribute proceeds across multiple security classes with stacked liquidation preferences.
Secondary transactions — sales of existing shares to new investors — have become a meaningful share of Indian PE activity. GP-led secondaries, continuation funds and stapled secondaries each present distinctive architecture.