Private Equity/Venture Capital/M&A

Built for the exit, not just the entry

Practice Area: Private Equity/Venture Capital/M&A

The terms of an investment rarely stay confined to the deal that creates them. A liquidation preference, a board seat, a drag right or an ESOP pool agreed at entry is still there when the company raises again, is sold, or is taken over, and it shapes what that later event can look like, what a new investor or an acquirer will accept, and how much has to be unwound just to get back to a clean slate. A liquidation stack that reads cleanly at seed can force a down round to be restructured before a new investor will touch it; a drag negotiated loosely at entry can fail exactly when the exit depends on it. Getting those terms right the first time is less about winning a single negotiation than about understanding what the investment will need at the next stage, when the investor base, the board, the cap table and the exit options all look different from today.

That is the lens we bring to investment transactions. We act for funds, founders, companies and acquirers across the life-cycle, from term sheet through diligence, definitive agreements and closing to follow-on rounds and exit, and we draft with the exit in mind as much as the entry: a liquidation stack that will not need unwinding, a board that can take a new investor or a new owner without a fight, an ESOP pool sized for the dilution the company will actually see, a drag that works when the exit comes.

Be it subscribing to a growth round and negotiating liquidation preference, drag and reserved matters, running diligence on a target whose real value is its licences or its IP, structuring a founder-only round to sit correctly against the valuation rules, or documenting a secondary or a strategic exit across borders, the work reduces to one thing: finding what will break later, and writing it out now.

Core services and areas of practice:

Deal Structuring and entry. Seed to growth-stage funding rounds, term sheet negotiation, entity and cap table structuring for investment readiness, FDI and FEMA structuring for foreign investment, pre-investment restructuring.
Transaction Documentation. Shareholders' agreements, share subscription and share purchase agreements, investor rights and founder agreements, ESOP schemes and pool structuring, anti-dilution and liquidation preference mechanics.
Due Diligence. Legal due diligence, covering corporate structure, operations, property, regulatory compliance and intellectual property, with red flag reporting, disclosure schedules and findings drafted into conditions precedent and indemnities.
Exits and secondary transactions. Buybacks, secondary share transfers, drag and tag mechanics, strategic and financial exit documentation, cross-border sale documentation, exit rights negotiation.
Governance and post-investment. Board composition and reserved matters, information and inspection rights, affirmative and negative covenants, board and committee charters for investee companies.
Down rounds and distressed situations. Restructuring of investor rights, renegotiation of prior round terms, bridge financing documentation, convertible instruments.
Regulatory approvals

Notable matters:

Advised a Category II AIF across its portfolio on a Series A round of approximately INR 50 crores in the electro-optics and defence imaging sector, a seed round of approximately INR 47 crores in the lifestyle and jewellery sector, and seed rounds of approximately INR 34 crores each in the consumer electronics and consumer-technology sectors.
Advised a Category II AIF on follow-on rounds in a healthcare technology company.
Advised an Indian gaming company on its strategic sale to a French acquirer, including the restructuring, share purchase agreement and shareholders' agreement.
Acted for the investor on a share subscription and shareholders agreement package for a growth-stage round, covering liquidation preference, drag and tag, reserved matters and indemnity architecture.
Advised on the angel and seed rounds of an ed-tech company.
Prepared legal due diligence reports for investors across corporate structure, operations, property, regulatory compliance and intellectual property.
Acted as legal counsel for a bank acquiring an NBFC and a business correspondent entity. Deal documentation, due diligence, and closing
Acted for a buyer acquiring a pharmaceutical company with enterprise value of INR 35 crores. Drafted term sheet and advised on transaction.