Company incorporation, constitutional documents, founder agreements, co-founder vesting schedules, IP assignment, and the FEMA compliance framework for startups with foreign founders or investors at the seed stage. GP advises founders on the legal structure from the outset — the choice of structure, shareholding arrangements, IP ownership, and DPIIT Startup India recognition. Getting the foundation right at incorporation avoids the expensive restructuring that growth-stage companies routinely need before their Series A.
VC investment documentation at every round — term sheet review and negotiation, SHA drafting and negotiation on behalf of founders or investors, FEMA compliance for foreign investment rounds, CCPS and CCD instrument documentation, and closing mechanics for Indian and cross-border rounds. GP advises both founders on understanding and negotiating investor rights, and investors on structuring for protection and exit optionality.
Employee Stock Option Plan design, ESOP pool sizing, vesting schedule design, option pricing, exercise mechanics, and the FEMA implications of ESOPs granted to Indian employees of foreign parent companies. GP also advises on the tax implications of ESOP grant, vesting, and exercise — including the perquisite tax that triggers on exercise and the planning opportunities that exist for employees in certain situations.
Startups in regulated verticals — FinTech (RBI payment aggregator authorisation, NBFC licensing), EdTech (DPDP Act, consumer protection), HealthTech (CDSCO for medical device software, telemedicine guidelines), and AgriTech (APMC compliance) — face regulatory frameworks that founders often discover only when they collide with them. GP advises on the applicable regulatory framework, the licences required before commercial launch, and the compliance programme that scales with the business.
Founder agreement design — covering equity split, vesting, IP assignment, non-compete, and the mechanisms for founder exit when a co-founder relationship breaks down — and the management of co-founder disputes when they arise. Co-founder disputes are among the most common and most damaging events in the startup lifecycle. GP advises on co-founder agreement design that prevents disputes and on resolution when they occur.
At the growth stage, startups face secondary share sales by early investors seeking liquidity before IPO, ESOP buyback programmes for employee liquidity, SEBI ICDR compliance for pre-IPO placements, and legal preparation for a public listing. GP advises on secondary transaction mechanics, FEMA and SEBI compliance for pre-IPO share sales, the ESOP buyback process, and the legal readiness assessment that precedes an IPO filing.
Managed the complete legal process for a Bangalore-based B2B SaaS startup's $12 million Series B round led by a San Francisco-based VC firm. GP advised on the term sheet — negotiating anti-dilution from full ratchet to broad-based weighted average, modifying board composition rights to preserve founder control, and capping information rights obligations. GP managed the complete FEMA documentation including FC-GPR filing, valuation certificate, and CCPS instrument documentation. Round closed in 38 days.
Managed a co-founder dispute for a Mumbai-based FinTech startup in which the founding CTO sought to exit claiming core IP he had written before incorporation was not assigned to the company. The dispute created an existential risk — without clear IP ownership the planned Series B was on hold. GP negotiated a structured resolution: valuation of the CTO's vesting entitlement and the disputed IP, a negotiated buyout price, and a comprehensive IP assignment agreement. The CTO exited cleanly, IP was assigned, and the Series B proceeded.
Managed a combined secondary share sale and ESOP tender offer for a Delhi-based EdTech company. An early-stage investor sold approximately 3% to a sovereign wealth fund, and the founders offered ESOP liquidity to long-tenured employees. GP structured the secondary in compliance with FEMA pricing guidelines, designed the ESOP tender offer process including employee communication, exercise mechanics, perquisite TDS, and FEMA repatriation for employee stock proceeds. Both transactions closed simultaneously. 85 employees received liquidity averaging Rs.14 lakh per employee.
The startups & vc 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 startups & vc 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.