Domestic AIF structuring and SEBI AIF Regulations compliance — Category I, II, and III AIF registration, placement memorandum drafting, investor subscription documentation, and ongoing regulatory filings. For global PE funds, GP advises on the FEMA FDI framework, the SEBI FPI route, and the tax treaty considerations that determine the optimal investment structure.
Transaction structuring for PE investments — shareholder agreement design, board representation, anti-dilution, drag-and-tag, information rights, and the FEMA pricing guidelines for equity investments by foreign PE funds. GP conducts legal due diligence focused on issues material to value and legal risk — covering corporate governance, contracts, litigation, intellectual property, employment, and regulatory compliance.
PE exit strategy — trade sale (including SEBI takeover code obligations for listed targets), secondary sale to other PE funds or family offices, and IPO exit through SEBI ICDR. GP manages the complete exit transaction and advises on tax implications — the capital gains tax position under the relevant treaty and the FEMA repatriation of exit proceeds.
Disputes between PE investors and portfolio company founders — drag-and-tag enforcement, information right violations, board deadlocks, and the enforcement of put options. These disputes require enforcing contractual rights against founders who remain operationally essential. GP advises PE funds and founders on portfolio company governance disputes — through negotiation, mediation, and litigation.
PE investment in distressed assets — acquiring stressed companies through the IBC resolution process, purchasing non-performing loan portfolios from banks and ARCs, and portfolio company restructuring. GP advises PE funds on the legal and regulatory framework for distressed investing — the IBC resolution plan eligibility requirements, the Section 29A disqualifications, and SEBI and FEMA implications of acquiring distressed listed companies.
The tax consequences of PE investment in India are determined by the treaty position, the fund structure, and the characterisation of the investment. The 2016 amendments to the India-Mauritius and India-Singapore treaties fundamentally changed PE tax economics. GP advises PE funds on the treaty analysis, the GAAR risk of their structure, and the Board for Advance Rulings application providing binding certainty on the exit capital gains position.
Advised a Singapore-based private equity fund on the acquisition of a mid-sized pharmaceutical company through the IBC resolution process with outstanding debt of Rs.780 crore. GP advised on Section 29A eligibility, structured the resolution plan, represented the PE fund before NCLT Mumbai in the approval hearing, and defended the approval against challenges from competing applicants and the promoter. The NCLT approved the plan and the portfolio company is now profitable.
Represented a growth equity PE fund in Bombay High Court proceedings against the founder of its portfolio company who was refusing to exercise his drag-along right on an agreed sale at a significant premium. GP obtained a declaration from the Bombay High Court that the drag-along right in the SHA was legally enforceable and the founder's refusal constituted a breach. The founder complied and the sale completed within three weeks of the judgment.
Obtained an advance ruling from the Board for Advance Rulings for a Cayman Islands-domiciled PE fund on the capital gains tax treatment of its exit from an Indian unlisted portfolio company. GP demonstrated that the fund's investment strategy was a long-term equity ownership model rather than securities trading, with each investment held for more than three years. The BAR confirmed capital gains treatment and the applicable treaty exemption — providing certainty on the tax position of the Rs.180 crore gain before the transaction closed.
The private equity practice team operates across Mumbai, Delhi, Bangalore, and Chennai, with specialist capabilities in each of the practice areas listed above. Contact GP to discuss how we can assist your organisation.
GP advises private equity clients across the complete spectrum of legal and regulatory needs. Tell us about your matter and we will put you in contact with the right team.