Early legal input can identify issues that affect valuation, control, founder economics, regulatory approvals and closing timing. The Firm advises on investment structure, primary and secondary components, instrument selection, founder vesting, employee equity, governance, liquidation rights, anti-dilution, transfer restrictions, exit rights and conditions to funding​.

• Legal and regulatory structuring of the investment.

• Corporate, commercial, employment, intellectual property, data and regulatory due diligence.

• Term sheets and investment committee issue notes.

• Share subscription, share purchase and shareholders' agreements.

• Governance, board nomination, observer and information rights.

• Reserved matters and minority-protection rights.

• Review and negotiation of term sheets and investment documents.

• Preparing the company for investor due diligence and addressing corporate housekeeping.

• Capitalisation, founder ownership and employee stock option analysis.

• Negotiating representations, warranties, indemnities and founder obligations.

• Governance and reserved-matter frameworks that distinguish investor protection from operating control.

• Founder vesting, lock-in, transfer restrictions, restrictive covenants and good-leaver/bad-leaver concepts.

Depending on the stage, investor, sector and foreign investment framework, investments may use equity shares, preference shares, convertible debentures, convertible notes or other legally available structures. DB Legal coordinates the corporate documents, rights and conversion mechanics with applicable company law and foreign exchange requirements.

• Pre-money and post-money capitalisation and dilution.

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• Liquidation preference and distribution waterfalls.

• Anti-dilution adjustment and pre-emptive participation.

• Board representation, information and inspection rights.

• Reserved matters and affirmative voting rights.

• Founder obligations, vesting and key-person protections.

• Rights of first offer or refusal, tag-along, drag-along and permitted transfers.

• Exit rights, IPO cooperation, strategic sale and investor liquidity.

Depending on the transaction, relevant workstreams may include company law, foreign investment and FEMA, competition law, securities regulation, sector approvals, creditor or counterparty consents, employee transfers, stamp duty, tax coordination and tribunal procedures. The Firm identifies the applicable conditions and coordinates with specialist advisers where required.

• Term sheet, memorandum of understanding or framework agreement

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• Joint venture or shareholders' agreement.

• Subscription, share transfer or asset contribution documents.

• Amended memorandum and articles of association.

• Technology, trademark, intellectual property and know-how licences.

• Supply, services, distribution, manufacturing or management agreements with the partners.

• Employment and management arrangements for key personnel.

• Confidentiality, non-compete and non-solicitation arrangements, subject to applicable law.

For a joint venture between an overseas investor and an Indian partner, the documents must also account for foreign investment conditions, pricing and valuation, cross-border payments, technology and brand licensing, reporting, governing law, dispute resolution and enforceability in India​.