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Transaction Advisory for Private Equity and Venture Capital

The corporate strategists and investors are required to do a deep dive analysis of the corporate history & culture, legal compliance and management competence of the organization so as to arrive at an informed decision before shaking hands. Our law firm has gained expertise in legal due diligence / structuring advice for Private Equity Practice / Venture Capital Funding, inter alia for :

  • Investment by way of Private Equity or Venture Capital Funding.
  • Acquisition of a company.
  • Merger of two or more corporates.
  • Initial Public Offering or Follow on Offer.

Advice on angel, venture and private equity investments forms a cornerstone of our boutique practice. Ongoing regulatory changes in India and the global developments have considerably changed the dynamics, requirements and deal types in the private equity market. Our team is geared to address these challenges and adapt to such dynamic environment and client requirements.

We have had the opportunity to advise and assist both sides of the investment equation i.e. investment funds as well as investee companies across various sectors in India.

This has given us the breadth and depth of knowledge about the key issues viewed from both sides of the table. Private equity investments being highly competitive and sensitive to market dynamics, transaction time is the key factor to success. Our expertise in the private equity space and ability to provide one stop solution to our clientele enables us to accelerate the transaction pace and achieve remarkable transaction success rate. We classify our experience in this segment as:

  • Private Equity Fund Practice; and
  • Private Equity Investment Practice.

Samisti Legal represents all phases of the life cycle of a fund that include structuring, establishment, investment and exit. Our practice inter alia focuses on:

  • Legal assistance in incorporation and registration of Indian advisory company, domestic trust and putting in place employment arrangements.
  • Drafting fund documents, including the private placement memorandum, subscription agreements, application forms, investment management agreement, investment advisory agreement, contribution agreements, trust deeds, etc.
  • Assisting in drafting and negotiating agreements with Limited Partners, General Partners, Placement Agents and other intermediaries.
  • Assisting in drafting and making applications before Securities and Exchange Board of India, Reserve Bank of India and other regulators for registering the fund as Foreign Venture Capital Investor, Domestic Venture Capital Fund, Foreign Institutional Investor, Sub-account.
  • Regulatory compliance advisory, reporting and ongoing monitoring issues and governance.
  • Advising and assist on carry structures for Indian advisory company and the team.

Private Equity and VCs being one of the core focus areas of our law Firm, our team is updated with market practices and legal changes affecting investments in different sectors in India.

Our approach to supplement the transaction team of our client provides us the needed understanding of commercial objectives and helps us deliver workable solutions to legal issues. Our team has several years of experience and sound knowledge to assist in structuring, negotiations and transaction documentation. Our practice inter alia focuses on:

Establishment of Investment Vehicle

We are willing to work with different law firms across various countries in order to coordinate the process from India and assist in formation of SPVs in various tax efficient jurisdictions including Mauritius, Cyprus, Netherlands, UAE, Singapore and Delaware.

Structuring advice and Entry Strategy

We provide structuring advice and assist in structuring entry strategies keeping in mind the prevalent Foreign Direct Investment regulations, provisions of the Income Tax Act, Double Tax Treaty, and the exchange controls regulations. We work closely with our clients in achieving a hurdle free entry strategy, maximization of returns, while at the same time ensuring tax efficient operations.

Legal Due Diligence

We believe that a sound and focused diligence of the target helps in identifying the conditions, warranties and other covenants for the transaction documents. Our experience and ability in picking up key aspects of private equity nuances helps us in identifying the risks or issues involved in the transaction and provide sufficient feedback to the financial team with valuation and financial concern areas.

Regulatory Approvals

We assist right from the stage of drafting, filing applications to coordinating with various regulatory authorities for seeking transaction approvals.

Definitive Documentation and Negotiation

Includes drafting, negotiating and execution of the transaction documents including Share Purchase Agreements, Share Subscription Agreements and Shareholders’ Agreement.

Exit Option

Our team believes that a sound strategy is incomplete without effective and efficient exit structure and documentation.

Why are we considered as a One Stop Solution?

We have technical as well as practical expertise to meet the requirements of our clients and we have acted for private equity funds as well as for the investee companies. 

We have advised on growth capital, Series A and also subsequent rounds of funding level and therefore have complete visibility on the entire life cycle of funding.

We also handle all corporate secretarial matters relating to the closing of the transaction and for post investment support also.

Presentations:

Leverage and Management Buy Out

Rupee denominated bond / masala bond: substitute funding route for Indian corporates

Liquidation Preference- Investment Agreements

Private Equity/Investor Clash with Promoters- Mitigation plan

Deal Closing

Update on Medplus Debt Raise to Buyout Existing PE Investors

Update on Supermoney’s $1m Fundraise

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