PRIVATE Equity / M&A

Our private equity practise is driven by a practical understanding of the vulnerabilities and value proposition of offshore financial sponsors, LP-GP relationships, and importantly, governance standards required by fund managers. Our advice takes into careful consideration the value of relationships between fund managers and founders, and the optimum governance and incentive structures that deliver sustainable growth for the portfolio companies. We don’t just execute, but structure solutions that are innovative, tax optimised and risk calibrated for institutional investors.

 

 

We have seen the VC / PE cycle from its early years to now and have realized what matters and what does not, the ingredients of a potential governance deficit, and the checks and balances necessary to successfully manage a portfolio. To us, nothing on a deal is a commercial issue – we roll our sleeves to understand every issue on a transaction, whether commercial, accounting or tax, to give you a holistic advisory experience. We handle the various aspects that inform deal-making in today’s market landscape – tax, corporate, securities, litigation, employee benefits, antitrust, and other aspects inherent to deal-making.

 

Our M&A experience spans across greenfield / brownfield investments, buyouts / minority stake acquisitions, public / private M&A, joint ventures and exits – across a variety of sectors. We are specialists in managing business risks associated with the evolving regulatory landscape and establishing robust and enduring contractual frameworks on which our clients can rely. Our M&A practise is also supported by our holistic expertise in cross-border transactional tax, regulatory support, antitrust, finance, and enforcement.

Our services in private equity and M&A practise include:

Our team will evaluate various jurisdictions and types of legal entities to identify the most efficient structure for the deal from a legal, tax and regulatory perspective. We also coordinate with advisors to provide a detailed step-by-step process to implement the sale and prepare memoranda on any legal issues related to the deal.

As part of our diligence exercise, we provide an overview and understanding of the business model and nature of services undertaken by the company and the key aspects of the target entity including its corporate structure and secretarial compliances, financing arrangements, material contracts, employment-related aspects, disputes and intellectual property rights.

Our team will be responsible for generating drafts of the various documents that are required for the deal such as share purchase agreement, shareholders agreement, inter se agreement, governance agreements, and any other incidental documents which may be required. We also advise on stamp duty, execution and closing of all the above documents.

Wherever necessary, our team will prepare communication and liaise with the Indian regulators including for the purposes of registering a fund or seeking a licence.

In deals involving co-investments from LPs, we run the process of investor negotiations in consultation with the sponsor. Our team will liaise with investors to address their questions, comments and requests for side letter comfort.

We advise on execution of closing and post-closing formalities including but not limited to drafting of required documents, review of secretarial processes and documents, and coordination with all parties and their advisors for seamless execution.

We advise and manage the transaction end-to-end and function as the single point of contact for all legal and implementation issues involved.

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We regularly write on Fund Formation, PE, PIPE and M&A, Structured Finance, Fund Litigation, Governance and Stewardship. Stay tuned.