Practice Area

Private Equity & Venture Capital

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Overview

Private equity and venture capital investments involve a layered negotiation between investors and founders over governance rights, economics, and exit — typically compressed into tight timelines with significant information asymmetry. The term sheet sets the commercial framework, but the binding documents — the shareholders’ agreement, the subscription agreement, the amended articles — determine the actual rights of each party. Corpus Lawyers advises investors, founders, and portfolio companies on private equity and venture capital transactions across stages, from seed and Series A through growth equity and PE buyouts.

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Term Sheet Advisory and Negotiation

Advisory to investors and founders on term sheet provisions — valuation, instrument type (equity, CCPS, CCDs), anti-dilution mechanism (broad-based weighted average versus ratchet), liquidation preference waterfall, governance rights, information rights, and founder vesting — with a clear explanation of the practical consequences of each term.

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Investment Documentation

Drafting and negotiation of subscription agreements, shareholders’ agreements, share purchase agreements, and amended and restated articles of association for PE and VC investments — covering investor protective provisions, board representation rights, reserved matters, and exit mechanisms.

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FEMA Compliance for Foreign Investment

Advisory on FEMA compliance for foreign PE and VC investments into Indian companies, including pricing compliance with FEMA pricing guidelines, instrument structuring, FC-GPR filing, and ongoing compliance obligations of the Indian company post-investment.

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Founder Vesting and ESOPs

Advisory on founder vesting arrangements and employee stock option plan design and documentation — covering ESOP trust structures, grant documentation, exercise mechanics, and tax implications for employees and the company.

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Secondary Transactions

Advisory on secondary transfers of PE and VC investments, including right of first refusal and right of first offer exercise and waiver, tag-along rights, drag-along mechanics, transfer pricing compliance, and structuring of secondary transactions to achieve desired economic outcomes.

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Exit Advisory

Advisory on PE and VC exits through strategic sale, secondary sale, IPO, or buyback — including advisory on exit mechanics under the shareholders’ agreement, drag-along enforcement, and negotiation of exit documentation.