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Legal and Growth – Cut To The Chase

Legal and Growth – Cut To The Chase. Business Partnership Dynamics Mergers & Acquisitions Joint Ventures. Joint Venture. Structure the Transaction Carefully and Evaluate Funding Options: Equity Shares Preference Shares Debentures Combination of Debt and Equity.

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Legal and Growth – Cut To The Chase

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  1. Legal and Growth – Cut To The Chase

  2. Business Partnership Dynamics • Mergers & Acquisitions • Joint Ventures

  3. Joint Venture • Structure the Transaction Carefully and Evaluate Funding Options: • Equity Shares • Preference Shares • Debentures • Combination of Debt and Equity

  4. 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

  5. Complex Issues in a Joint Venture Relationship • Undertakings and Covenants of the Promoter Group • Reporting Requirements • Achievement of Milestones agreed under Business Plan

  6. 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

  7. 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

  8. 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

  9. Complex Issues in a Joint Venture Relationship • Indemnification Rights • Non-Compete • Non Solicitation

  10. Seema Jhingan, Partner LexCounsel, Law Offices C-10, Gulmohar Park, New Delhi – 110049 Tel: +91-11-41662861 Fax: +91-11-41662862 E-mail: info@lexcounsel.in

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