Corporate Advisory
Strategic guidance on governance, structuring, restructuring and regulatory navigation for boards and promoters.
Everything a growing business needs.
- Shareholders agreement review and negotiation support
- Founders' agreement structuring and vesting schedules
- ESOP policy drafting and valuation support
- Capital restructuring — rights issue, bonus issue, share buyback
- Due diligence assistance for funding rounds (data room preparation)
- Board advisory on governance, related-party transactions, and conflicts
- Strategic opinions on applicable sections of the Companies Act
The statutory frame we work in.
Questions we hear often.
Do we need board approval for every related-party transaction?
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Yes. All RPTs require prior approval of the audit committee (if constituted) and the board. RPTs above prescribed thresholds additionally require shareholder approval via special or ordinary resolution depending on the nature of the transaction.
What is a special resolution and when is it required?
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A special resolution requires at least 75% of votes cast. It is required for major corporate actions: altering the MoA, changing the registered office between states, voluntary winding up, ESOP approval, and many others.
How should ESOP be structured for a private limited company?
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ESOPs for private limited companies are governed by the SEBI (SBEB & SE) Regulations for listed companies, but unlisted companies follow only the Companies Act. The key is a board-approved ESOP scheme with vesting schedule, grant price, exercise period, and forfeiture provisions clearly documented.
A first consultation is on us.
Tell us a little about your business. We'll come back within one business day with a fixed-fee quote and a short engagement scope.