Legal and Growth – Cut To The Chase
Business Partnership Dynamics Mergers & Acquisitions Joint Ventures
Structure the Transaction Carefully and Evaluate Funding Options: Equity Shares Preference Shares Debentures Combination of Debt and Equity Joint Venture
Grant of Rights to the Joint Venture Partner/Investor in a 70:30 Equity Venture: Nomination on Board of Directors Affirmative Voting Rights and Reserve Matters Minimum Quorum Requirements Anti-Dilution and Pre-emptive Rights Rationalization of Board Nomination; Quorum and Reserved Matters in case of Dilution by JV Partner
Undertakings and Covenants of the Promoter Group Reporting Requirements Achievement of Milestones agreed under Business Plan Complex Issues in a Joint Venture Relationship
Exit options available to the Investor: Public offering Buy-back of shares Put options Strategic sale with ‘drag-along’ rights Investor mandatory put options Complex Issues in a Joint Venture Relationship
Transfer of Shares to Third Parties Lock-in on Transfer of Shares Right of First Refusal Co-Sale Drag Along Rights Subsequent Sales Complex Issues in a Joint Venture Relationship
Event of Default and Post Termination Rights: Put Options at Pre-agreed Exit Price Call Option at Pre-agreed Discounted Price Liquidation/winding up of the Company Complex Issues in a Joint Venture Relationship
Indemnification Rights Non-Compete Non Solicitation Complex Issues in a Joint Venture Relationship
Seema Jhingan, Partner LexCounsel, Law Offices C-10, Gulmohar Park, New Delhi – Tel: Fax: