Author: admin
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How to Negotiate Key Person Provisions – A Lawyer’s Guide
The occurrence of a key person event should not trigger a domino effect across other funds managed by the sponsor The ‘time and attention’ requirement should be drafted so as to avoid inadvertent foot faults The question of whether or not a key person event has occurred should not be the subject of a long-drawn…
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EduInfra – Emergence of a new asset class
EduInfra offers a promising 10 – 11% entry cap rate for annuity investors with rental escalations in the region of 3 – 5% Infrastructure classification allows for tax optimal exit through InvITs Seller awareness needed – operators slowly moving towards asset light models; depth, but potential…
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Investor or developer? Real estate regulator (RERA) classifies real estate fund as a promoter
The term ‘causes to construct’ in the definition of ‘promoter’ under RERA has been interpreted to include private funds exercising rights typical to such investments Protective rights of investors have been interpreted as being secondary to the rights of the homebuyers – in a conflict, the latter should be protected, notwithstanding inter-se contractual relationship between…
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What’s Holding Back Indian Fund Managers From Raising Global Capital?
Indian fund managers, thus far restricted, may now be able to setup India-focussed offshore funds Is investment by resident individuals in offshore funds now restricted, even under LRS? Not quite – we address the ambiguity Will GIFT now emerge as the most favoured jurisdiction for setup of India-focussed funds?…
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Unexplored Strategies in the Fortis Saga: Public shareholders and IHH Healthcare exposed to significant collateral damage?
Latest SC judgement uncovers Daiichi’s new approach – Fortis, IHH and, public shareholders under the gun for liabilities of Fortis’ erstwhile promoters Public shareholders will need to brace for impact and be proactive – else risk getting the short end of the stick Legal sanctity of the ‘theory of attribution’ possibly misplaced in the Fortis…
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SEBI orders public disclosure at M&A negotiation stage: Compromises deal certainty and amplifies directors’ liabilities
Listed companies forced to publicly disclose deal details pending finalization of negotiations Investors bereft of price and deal certainty, may even face reputational damage Directors of listed companies may be liable for market manipulation and exposed to litigation if they publicly disclose a deal which then falls through…
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Revamped Overseas Investment Regime (Part II) – Overseas Debt Investments Rationalized
Control threshold introduced for offshore debt – a shift of focus towards strategic growth Offshore private credit and special situation funding now permitted Debenture trustee’s introduced to encourage offshore funding to an Indian entity…
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Revamped Overseas Investment Regime (Part I) – A Rational Overhaul
Round tripping no longer illegitimate – doors open for externalisation and de-SPAC transactions Definitional clarity on direct investments and portfolio investments Indian GPs get a glidepath to setup offshore pooling structures…
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GP-Led Secondaries in India – Considerations and Challenges
GP-led secondaries have become fairly popular globally given that they solve for the liquidity concerns among some LPs whilst allowing the GP to capture more upside from an investment. In a GP- led secondary deal, it is important to find a pricing that works for the exiting investors but keeps the acquisition attractive for the…
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Decoding Boardroom Dilemmas (Part III): Can Nominee Directors Share UPSI with Nominating Shareholders?
No express framework exists for nominee directors to share UPSI with nominating shareholders Natural expectation that nominee directors should represent their nominators’ interests – not permitted under law Since nominee directors’ fiduciary duty remains towards the company and stakeholders, nominee directors are paradoxically placed and exposed to significant…