Explained

The image depicts the conflict between majority shareholder and minority shareholder in private companies

Beyond Majority Rule: Control, Veto Power and Fairness in Indian Private Companies (Corporate Governance in Private Companies, Part III)

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Company law is traditionally anchored in the principle of shareholder democracy. Those who hold the majority of voting rights determine the company’s course; resolutions are passed by numerical strength; and management ultimately derives legitimacy from shareholder approval. The Companies Act, 2013 reflects this architecture. Section 47 of the Companies Act, 2013 confers voting rights upon […]

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Fiduciary responsibilities of directors under the Indian companies laws.

Directors and the Board: Corporate Stewardship under Indian Company Law (Corporate Governance in Private Companies, Part II)

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Indian company law understands the Board of Directors not merely as a managerial organ, but as an institution of corporate stewardship. At its core, stewardship reflects the idea that directors exercise power in trust, for the company as a distinct legal person, and not as proprietors of corporate authority. This distinction is critical, particularly in

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Corporate Governance as a foundation of companies

Introduction to Corporate Governance in India: Foundations, Evolution, and Relevance (Corporate Governance in Private Companies, Part I)

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Corporate governance is no longer understood merely as a compliance obligation imposed by company law or securities regulation. In contemporary corporate practice, it represents a foundational business infrastructure, a framework through which decision-making authority is allocated, accountability is enforced, and long-term value is preserved. At its core, corporate governance addresses a fundamental problem inherent in

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A founder evaluating the complete lifecycle of fundraising

From Capital to Control: Concluding the Startup Fundraising Legal Series (Startup Fundraising Series, Part X)

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Fundraising, as encountered in legal practice, is rarely a linear or isolated event. Transaction counsel typically engage with fundraising decisions not only at the point of signing, but far more frequently during institutional diligence, follow-on negotiations, governance disputes, or exit processes. It is at these later stages that the legal and contractual consequences of earlier

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An investor is evaluating an exit for its early stage investment based on the exit price and mode of exit.

Investor Exits in Early-Stage Companies: Legal Architecture and Market Practice (Startup Fundraising Series, Part IX)

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For early-stage investors, the decision to deploy capital is rarely driven by present-day metrics alone; it is fundamentally shaped by the clarity and certainty of how they will ultimately realise value from their investment. In India’s private-company landscape where shares are not freely transferable, liquidity is limited, and secondary markets are still maturing well-defined exit

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Investor and Founder negotiating a shareholders' agreement.

Balancing Founder’s and Investor’s Rights in Startup Shareholders’ Agreement (Startup Fundraising Series, Part VIII)

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The culmination of term sheet negotiations marks a significant milestone in any fundraising process. Yet, it is only the beginning of a far more detailed and legally consequential phase—one in which the parties transition from broad commercial alignment to the structuring of binding rights and obligations. Once the commercial framework has been agreed upon, the

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Founder evaluating compliance for FDI in the Indian startup

Raising Foreign Investment in India: FEMA and FDI Compliance Essentials (Startup Fundraising Series, Part VII)

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Cross-border fundraising has become an essential component of the capital strategy for Indian startups and growth-stage companies, particularly those operating in technology-driven and globally scalable sectors. As venture capital and private equity increasingly flow through international structures, founders are required to navigate a regulatory landscape that is both sophisticated and compliance-intensive. At the centre of

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An investor conducting legal due diligence on a startup in India.

A Legal Due Diligence in Startup Investments: Bridging Caveat Emptor and Corporate Governance (Startup Fundraising Series, Part VI)

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In India’s rapidly evolving startup landscape, the pursuit of capital often outpaces the establishment of legal structure. Amidst the momentum of valuation discussions and funding negotiations, it is legal due diligence that ensures the enterprise rests on a foundation of compliance and enforceability. The principle underlying this exercise is not new, it traces its origin

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Founder and Investor determining valuation and investor rights to protect valuation

A Legal Perspective on Determining and Safeguarding Startup Valuations in India (Startup Fundraising Series, Part V)

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Valuation often forms the centrepiece of any startup fundraising discussion. For founders, it reflects the prospect of their vision; for investors, it signifies the price of future potential. Yet, in the early stages of a company’s life cycle, valuation is seldom a precise science. It sits at the intersection of commercial optimism, market sentiment, and

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A startup founder reviewing a term sheet received from an investor

Navigating the Term Sheet: Setting the Foundation for Startup Investments (Startup Fundraising Series, Part IV)

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A term sheet marks the formal beginning of a fundraising transaction. It is a pre-contractual document that outlines the key commercial and legal contours of a proposed investment. While it is not a binding agreement in itself, it serves as a structured summary of the parties’ understanding and intent, setting the stage for the detailed

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