M&A, PE and VC

Introduction

We act principally for the company side of the table — founders, management teams, and the businesses receiving investment or being acquired. That orientation shapes the advice. An investor negotiates one clause across a portfolio; a company lives with every clause it accepts, through subsequent rounds, a change of control, and eventually an exit, and the term conceded quickly in a first round is frequently the term that constrains the fourth. We advise across the deal spectrum, from seed and venture financings through growth capital and private equity investment to acquisitions and exits, with particular depth in technology, media, and telecommunications businesses, where value sits in intellectual property, data, licences, and contracts rather than in assets a conventional diligence exercise would find.

Our Experience

We structure and negotiate venture and growth financings from the company's perspective: term sheets, share subscription and shareholders' agreements, and the instruments through which Indian rounds are actually implemented, including compulsorily convertible preference shares and debentures, convertible notes and their eligibility conditions, and US-style instruments such as SAFEs where these must be adapted to Indian exchange control and company law requirements. We advise on capitalisation table structure and the dilution consequences of a proposed round, on employee stock option pool sizing and where in the waterfall it is created, on founder vesting and reverse vesting, and on liquidation preference — whether participating or non-participating, and at what multiple — which is frequently the term with the greatest effect on founder outcomes and the least attention paid to it at signing.

We give equal weight to what the company lives with after closing. Reserved matters and affirmative vote items determine which ordinary business decisions require investor consent, and we negotiate these against how the company actually operates rather than against a standard list. We advise on board composition and observer rights, information and inspection rights and the reporting burden they create, anti-dilution protection and the difference in practice between full ratchet and weighted average formulations, and exit rights including drag-along, tag-along, and the constraints Indian exchange control places on assured-return exit arrangements involving non-resident investors. We work with clients through down rounds, bridge and structured financings, secondary sales providing founder or early-investor liquidity, ESOP buybacks, and the governance consequences of a new lead investor joining an existing syndicate.

On M&A we act on sell-side and buy-side mandates and on strategic exits, advising on transaction structure — share purchase, asset transfer, slump sale, scheme of arrangement, and acqui-hire — and on the allocation of risk through representations, warranties, indemnities, escrow, and holdback, together with warranty and indemnity insurance where the deal supports it. Our diligence is directed at what determines value in a TMT target: chain of title to intellectual property and whether contractor and employee assignments were in fact executed, open-source licence exposure in the codebase, data protection compliance and the lawfulness of the datasets a product depends upon, content rights and residual obligations, and whether sectoral licences and authorisations survive a change of control. We also run vendor diligence and diligence-readiness exercises well ahead of a process, which is where the majority of value-destroying issues in a technology company can still be fixed inexpensively.

Regulatory conditions are settled early rather than discovered at closing. We advise on foreign investment entry routes, sectoral caps, and ownership and control analysis, on beneficial ownership tracing under Press Note 3, on pricing and valuation requirements under the Non-Debt Instruments Rules and the reporting that follows, on merger control notification including the deal value threshold now relevant to technology transactions, and on private placement procedure, valuation reports, and related-party approvals under the Companies Act. We manage conditions precedent and subsequent through to satisfaction, so that governance changes, filings, and undertakings agreed in the documents are actually implemented.

Select Mandates

-Advised a client on the structuring and issuance of compulsorily convertible debentures to its brand ambassador in the context of an anticipated reverse flip.

-Structured a NewSpace consortium to participate in IN-SPACe's Earth Observation public-private partnership programme for the establishment of India's first fully indigenous private Earth observation satellite constellation.

-Advised a leading production house on structuring a Master Facility Agreement with a national bank to avail credit facilities for its operational, working capital, and expansion requirements.

-Supported market entry and licensing arrangements for a global apparel brand company, ensuring that global brand-protection standards were built into supply chain, inventory management, and liquidation processes in India.

-Advised a wellness and healthcare company on the design and implementation of an Employee Stock Ownership Plan (ESOP), ensuring regulatory and corporate compliance.