legal and growth – cut to the chase. business partnership dynamics mergers & acquisitions ...
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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 – 110049
Tel: +91-11-41662861
Fax: +91-11-41662862
E-mail: [email protected]