shareholder agreement
PE VC Essentials

Understanding a Shareholder Agreement

📌 Read More: Why the Share Subscription Agreement Is a Deal-Maker’s Playbook

While the Term Sheet sparks intent, it’s the Share Subscription Agreement (SSA) that seals the deal—making it enforceable under Indian law.

✔️ Understand how SSAs trigger key legal compliances under the Companies Act and FEMA
✔️ Explore investor protections—from reps & warranties to indemnity and anti-dilution
✔️ Learn how courts interpret clauses like ROFR, put/call options, and dispute resolution
✔️ Get clarity on drafting milestones, vesting schedules, and CP timelines

💼 Whether you’re a founder raising capital or an investor safeguarding downside, this guide explains how to structure, enforce, and de-risk your SSA like a pro.

👉 Download our model Share Subscription Agreement here for practical reference and deal readiness.

Foreign Investments Series 1: Handbook on Foreign Direct Investment

August 19, 2025 – By Nakshatra Gujrati

Foreign investment in India has always been a sensitive subject till LPG reforms. After independence, India adopted a highly regulated approach through the Foreign Exchange Regulation Act, 1973 (FERA), which aimed to tightly control and conserve foreign exchange. However, with the economic reforms of the early 1990s (the LPG reforms), the focus gradually shifted from conservation to promotion. This change in outlook led to the enactment of the Foreign Exchange Management Act, 1999 (FEMA), designed to facilitate rather than restrict foreign exchange and investment.

Today, foreign exchange in India is governed by FEMA, which also lays the foundation for different routes of foreign investment. Broadly, these are: Foreign Direct Investment (FDI), Foreign Venture Capital Investment (FVCI), Foreign Portfolio Investment (FPI), and Alternative Investment Funds (AIFs).

This post marks the beginning of the Foreign Investment Series. In Part 1, I will focus on FDI and Downstream Investment, and conclude with a discussion on the reporting obligations linked to them

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I'm Nakshatra Gujrati, a final-year law student at National Law University Odisha with a strong focus on private equity, venture capital, and securities regulation. I’ve interned with top-tier firms like Trilegal, Saraf & Partners, and River Law, where I worked hands-on with investment transactions, regulatory advisory, and corporate structuring. As the founder of Track Deal, I track and simplify deal-making trends across the PE/VC landscape. My writing has been published by platforms like SSRN, LiveLaw, and Manupatra, reflecting my passion for bridging law, markets, and innovation. Always exploring the commercial side of law—with a tennis racket in hand when time permits.

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