A transaction-ready company needs more than a persuasive pitch. Takelegal prepares the decision process, records, and professional inputs for an equity or other investment workstream. It does not source investors or recommend an investment. Work may include cap-table reconciliation, authority and corporate record review, term-sheet decision support, diligence coordination, document tracking, closing conditions, funds-flow planning, and post-closing actions. Independent counsel, tax professionals, accountants, valuers, company secretaries, or foreign investment specialists may be required under separate engagements. The exact process depends on the instrument, investor, company, ownership, and jurisdiction. Management remains responsible for commercial disclosures and the decision to accept the proposed economics and control terms.
Make the ownership story explainable
A fundraising process will test the cap table against the company's records and the promises people remember. The ownership record must reconcile issued interests, transfers, founder arrangements, option commitments, convertible instruments, side letters, and approvals. Any discrepancy is investigated before a clean schedule is presented. This is more than cosmetic. An investor needs to understand what exists, who owns it, and which rights or obligations may affect the proposed round. Tax and legal consequences require professional review. The company should also model the proposed issuance using a clearly stated basis so founders understand dilution and any pool change. If a number depends on an unresolved entitlement or document, that uncertainty belongs in the decision record rather than a hidden spreadsheet note.
- Current issued ownership
- Options, convertibles, and promises
- Transfer and approval history
- Proposed round and dilution model
Read the term sheet as a control document
Valuation receives attention because it is visible. Control and exit terms often shape the relationship for longer. Takelegal prepares a commercial issues paper covering investment amount, instrument, dilution, liquidation economics, board rights, reserved matters, information, founder commitments, future funding, transfers, exit, exclusivity, conditions, and transaction cost. Independent counsel advises on the legal meaning and drafts or reviews the document. Management decides which terms are acceptable and who has authority to concede. The paper distinguishes current commercial commitments and points that remain subject to diligence and definitive documents. It also tests whether the company can operate under the proposed consent rights. A founder who needs investor approval for routine work should understand that consequence before celebrating the headline price.
- Economics and dilution
- Board and reserved decision rights
- Founder and information commitments
- Exit, exclusivity, and closing conditions
Run diligence as a truthful record
Diligence requests can cover corporate records, ownership, finance, contracts, people, intellectual property, privacy, compliance, disputes, and related-party arrangements. Each item has an owner, status, and explanation where a record is missing or incomplete. Independent professionals assess legal, tax, accounting, or sector issues within their scopes. The company should not manufacture a backdated or unsupported document to make the folder look complete. A gap can be disclosed, assessed, and remedied in the right order. Management also needs control over access and versioning because a data room contains sensitive business information. Questions and answers become part of the transaction record. A consistent, candid response process gives the company a stronger basis for disclosure and reduces contradictory answers across advisers.
- Request list with owner and status
- Controlled access and current versions
- Gap explanation and remediation plan
- Consistent written responses
Treat closing as the start of obligations
Signing, closing, and receipt of funds may depend on distinct conditions. A closing checklist tracks the approval sequence, execution status, funds-flow responsibilities, and evidence needed by the relevant professionals and parties. Foreign investment conditions and reporting require current review where overseas investment is involved. After closing, the company may need to update ownership records, governance, bank mandates, option plans, filings, investor reporting, budgets, insurance, or internal authority. These tasks move into an operating calendar with named owners. The definitive documents also create consent and information rights that managers need to understand before the next contract or hire. A financing is incomplete as an operating project until the company can comply with the arrangements it accepted and locate the final transaction record.
- Signing and closing conditions
- Approvals, execution, and funds flow
- Ownership and reporting updates
- New governance duties moved into operations
Primary sources and further reading
- India Code: Companies Act, 2013
- DPIIT: Foreign Direct Investment policy materials
- RBI: Master Direction on Foreign Investment in India
Rules and procedures change. Check the current official source and obtain advice for the facts of your matter.