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    PE VC Essentials

    PE VC Essentials: Understanding a Share Subscription Agreement

    June 30, 2025 - By Nakshatra Gujrati

    In PE/VC investing, the term sheet signals interest, but it’s the Share Subscription Agreement (SSA) that crystallizes a transaction. The…

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🟢 Latest PE/VC Deal

Company: Vecmocon Technologies
Amount: $18 Million
Lead Investor: EIF
Sector: EV Components
Date: June 29, 2025
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Quiz Time

Test Your Knowledge: Investor Rights in PE Deals

1. Which document must reflect investor rights for them to be enforceable in Indian law?



2. What right allows investors to sell their stake if promoters sell theirs?



3. Which clause protects investors from share dilution?



4. What case established the requirement that share transfer restrictions be included in the AoA?



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Key Terms under a Termsheet

🔑 Key Terms in a PE/VC Term Sheet

Includes investment amount, % stake on a fully diluted basis, and ESOP allocation. Must align with FEMA pricing norms and Section 62 of the Companies Act.

Events that must occur before closing (e.g., board approvals, IP assignments). Non-fulfilment can void the deal.

Investors typically nominate directors. Nominee directors owe fiduciary duties under Indian company law.

Matters requiring investor consent (e.g., raising capital, changing bylaws). Must be mirrored in the AoA to be enforceable.

Includes IPO, buy-back, third-party sale, and put options. These must comply with SEBI, Companies Act, and RBI guidelines.

Safeguards against down rounds. Must be reflected in SHA and AoA to be enforceable.

Usually binding even when the term sheet is non-binding. Courts have upheld their enforceability (e.g., Welspun v. Brilliant).

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