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Read Article →Practice Areas
Private Equity & Venture Capital
Lawyers in India
Nilaya Legal is a boutique venture capital law firm in India advising funds, investors and founders on transactions from the first term sheet to the final exit. Our private equity lawyers have closed investment rounds, fund formations and secondaries across sectors.
2021
Founded as a dedicated PE & VC practice
15+
Years of combined transaction experience
Seed → Exit
Legal support across the full investment lifecycle
Boutique
Niche practice advising companies and funds
A PE & VC Law Firm Built Around the Investment Lifecycle
Most law firms treat private equity and venture capital as one practice group among twenty. Nilaya Legal is built as a focused PE and VC law firm, set up in 2021 to provide commercially minded, senior-led PE and VC advice to the founders, funds and investors driving India’s innovation economy
We believe a lawyer who understands the commercial objectives of the transaction should remain involved through every stage of the deal. That focus shows in how we work. The same lawyer who marks up your term sheet negotiates your shareholders agreement and sits across the table at closing. There is no handover between a “rainmaking partner” and a junior team you have never met. Our clients, such as domestic AIFs, offshore funds investing in India, and founders raising from seed through Series D, get direct access, fast turnarounds and advice that weighs deal economics.
For tax structuring, valuation and cross-border regulatory questions, we work alongside a trusted network of advisors and jurisdictional counsel, so a single engagement covers the whole transaction.
How can we help
- Closing transactions on commercial timelines
- Protecting founder equity and control in investor negotiations
- Translating FEMA, SEBI and Companies Act requirements into deal decisions
- Translating FEMA, SEBI and Companies Act requirements into deal decisions
- Structuring inbound and outbound cross-border investments cleanly
We Advise Three Sides of the Table
Every PE and VC transaction has at least two parties with diverging interests. We act for each of them on different deals, with complete clarity about whose interests we represent on every mandate.
- For Investors
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PE & VC Funds
Fund managers come to us when raising the fund and when deploying it. We handle SEBI AIF registration and fund documentation and then support the investment side by structuring instruments, running legal due diligence on targets, negotiating shareholder protections and managing exits, including secondaries.
- — SEBI AIF registration (Cat I, II, III) and GIFT City structures
- — Investment documentation: SHA, SSPA, CCPS, CCD
- — FEMA, RBI and CCI compliance on every deal
- — Exit execution (secondaries, buybacks, drag rights)
- For Founders
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Startups & Founders
We act as startup fundraising lawyers for companies from incorporation across multiple stages. Our role is not simply to document the transaction, but to help founders understand what each commercial term means for ownership, control and future fundraising flexibility. We explain what each clause costs in dilution and control before it becomes binding, and we push back where market practice supports a more founder-friendly position.
- — Term sheet review and negotiation
- — Term sheet review and negotiation
- — ESOP structuring and cap table management
- — Pre-funding legal clean-up and DD preparation
- For Companies
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Portfolio & Growth-Stage Companies
We advise growth-stage and PE-backed companies on follow-on rounds, board and governance matters, ongoing compliance with investor covenants, and the restructuring and governance work that often precedes a strategic sale or IPO.
- — Follow-on and bridge round documentation
- — Board, governance and shareholder-consent advisory
- — Investor covenant and information-rights compliance
- — Pre-IPO and pre-exit restructuring
Private Equity & Venture Capital Legal Services
Whether you need startup fundraising lawyers for a seed round, private equity lawyers for a control deal, or fund counsel for an AIF, each engagement is scoped and led by a senior lawyer.
PE & VC Funds
Fund Formation & Structuring
We advise first-time and established fund managers on choice of vehicle and category, offshore and onshore structuring, SEBI registration, PPM and contribution agreement drafting, sponsor-commitment and carry structuring. We also advise LPs negotiating side letters and contribution terms.
- SEBI AIF
- GIFT City
- LP/GP Docs
- PPM Drafting
Investments
Shareholders Agreement & Investment Documentation
Our private equity lawyers draft and negotiate shareholders agreements, subscription agreements, CCPS and CCD terms, SAFEs, convertible notes and side letters for investors seeking enforceable protections and founders seeking to keep the company governable.
- SHA / SSPA
- CCPS / CCD
- SAFE Notes
Due Diligence
Legal Due Diligence
We run structured legal due diligence for venture capital and PE investments on corporate records and cap table integrity, IP ownership and assignment, material contracts, employment and ESOP documentation, litigation and regulatory exposure, and FEMA compliance on past foreign investment.
- Buy-Side DD
- Vendor DD
- Vendor DD
Founders
Startup & Founder Advisory
We advise on co-founder agreements with vesting that survives a falling-out, ESOP schemes that work for Indian tax realities, IP assignment hygiene, and the pre-funding clean-up that makes diligence painless instead of fatal.
- Co-Founder Agreement
- ESOP Scheme
- Pre-Funding Clean-Up
Regulatory
FEMA & Regulatory Compliance
We advise on FEMA NDI Rules, FDI sectoral caps and entry routes, downstream investment, FC-GPR and FC-TRS filings, RBI compounding where past lapses surface in diligence, and CCI merger control.
- FEMA NDI Rules
- FDI Structuring
- RBI Compounding
- CCI Filing
Exits
Exits & Cross-Border Transactions
We structure and execute secondary sales, strategic exits, buybacks and drag-along processes, and advise on cross-border holding structures from Singapore, Mauritius, GIFT City.
- Secondary Sales
- Strategic Exits
- Drag-Along
- Cross-Border Structures
Select Private Equity & Venture Capital Transactions
A representative snapshot of the private equity and venture capital transactions our team has advised on. As a boutique venture capital law firm in India, we act for funds, investors and founders across stages and the matters below illustrate the range of work our private equity lawyers handle. Client identities are not disclosed without consent.
Founder-Side Seed Financing
Advised a growing healthtech platform and its founder on a USD 3 million seed financing led by a leading global venture capital fund, acting as founder counsel on transaction execution, investment documentation, stakeholder alignment, and regulatory considerations relating to data privacy and telemedicine laws through to closing.
- HealthTech
- Seed Round
Multi-Investor Seed Financing
Advised a deep-tech aerospace company and its founders on a USD 1.6 million seed financing backed by institutional venture capital funds and angel investors, advising on transaction structuring, investment documentation, founder negotiations, and stakeholder alignment in a complex deep-tech financing.
- DeepTech
- Seed Round
Cross-Border Series A Financing
Advised a leading fintech company and its promoters on a USD 8 million Series A financing led by a marquee venture capital investor alongside existing institutional investors, advising on cross-border structuring, regulatory strategy, transaction documentation, and multi-investor negotiations across India and Singapore through signing and closing.
- Fintech
- Series A VC
Founder-Side Growth Financing
Advised a leading electric mobility company and its promoter on a USD 24.2 million Series C3 financing led by existing institutional investors with participation from a new private equity investor, acting as company and promoter counsel on transaction structuring, investment documentation, stakeholder alignment, and execution of the round within an accelerated timeline. The mandate involved advising on a rights issue structure, valuation ratchets, and business-linked valuation adjustment mechanisms while balancing investor protection and governance considerations through to closing.
- Electric Mobility
- Series C3 Round
Founder-Side IP Advisory & Dispute Strategy
Advised a leading FMCG D2C brand on a copyright-related dispute arising from promotional content regarding a leading movie franchise, acting as strategic counsel to the founders and leadership team on intellectual property risk assessment, dispute management, litigation strategy, and settlement negotiations. The mandate involved brand and reputational consideration alignment while working toward a commercially pragmatic resolution, culminating in an amicable settlement between the parties.
- FoodTech
- Intellectual Property Dispute
Select Transactions
A representative snapshot of PE and VC transactions our team has advised on. Client identities are not disclosed without consent.
- Technology / SaaS
- Series B VC
Growth-Stage VC Investment
Advised a Singapore-based VC fund on investment into an Indian B2B SaaS company — SHA, CCPS documentation, FEMA filing, and full investor rights negotiation.
- Fintech
- Seed Round
First External Funding
Advised a fintech startup on its seed round — co-founder agreement, ESOP scheme structuring, convertible note documentation, and cap table advisory.
- Healthcare
- PE Investment
Structured PE Investment
Advised a domestic PE fund on investment into a diagnostics chain — term sheet, legal due diligence, SSPA drafting, and post-closing governance.
- Clean Energy
- AIF Formation
Growth-Stage VC Investment
Full fund formation mandate — PPM drafting, SEBI AIF registration, LP documentation, and compliance framework for a renewable energy-focused fund.
- Real Estate
- Secondary Transaction
Secondary LP Interest Acquisition
Advised a global fund on secondary acquisition of LP interests in an India-focused real estate fund — transfer docs, FEMA compliance, and consent management.
- Edtech
- Series A — Founder Side
Series A Founder Advisory
Advised edtech founders on a Series A from a Tier-1 VC — SHA negotiation, anti-dilution review, investor rights analysis, and ESOP restructuring.
Industries We Have Advised
These are the industries where our venture capital lawyers and PE law team have closed transactions.
- Technology & SaaS
- Fintech & Financial Services
- Healthcare & Life Sciences
- Edtech & Consumer Tech
- Clean Energy & ESG
- Real Estate & Infrastructure
- Manufacturing & Deep Tech
- Media & Entertainment
- Logistics & Supply Chain
- D2C & E-Commerce
- AgriTech
- Defence & Aerospace
PE & VC Insights from Nilaya Legal
Practical, experience-based articles on private equity, venture capital, and startup legal services in India — written by our lawyers for founders and investors.
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Read Article →FAQs About Venture Capital & Private Equity Law in India
Common questions about private equity lawyers, venture capital legal services, startup legal services in India, and shareholder agreements.
What does a venture capital lawyer do for a startup?
A venture capital lawyer protects a startup’s interests through a funding round — reviewing the term sheet, negotiating the shareholders agreement, managing due diligence and ensuring regulatory filings are completed correctly. In practice, the role is part translator and part negotiator. Investor documents are drafted to protect investors; a VC lawyer explains what each clause — liquidation preference, anti-dilution, drag-along, board consent rights — will cost the founders in dilution and control, and negotiates the terms that the market allows founders to push back on. At Nilaya Legal, the same senior lawyer handles your round from term sheet to fund flow.
What legal services do startups need when raising PE or VC funding?
Startups raising PE or VC funding need legal services including term sheet review, shareholders agreement negotiation, CCPS or CCD documentation, ESOP structuring, FEMA and FDI compliance, legal due diligence support, and cap table advisory. A startup legal services firm also helps founders understand investor rights — anti-dilution, information rights, drag-along provisions — before signing any binding documents. Getting this right at the seed or Series A stage prevents costly problems in later rounds.
Is a term sheet legally binding in India?
Most of a term sheet is not legally binding in India — but specific clauses within it usually are. The commercial terms (valuation, investment amount, board seats, liquidation preference) are typically expressed as non-binding intentions. However, clauses on confidentiality, exclusivity or “no-shop” obligations, costs and governing law are normally drafted as binding, and Indian courts have enforced them. There is a second, practical reality: terms agreed in the term sheet are very hard to renegotiate in the definitive documents. Treat the term sheet as the real negotiation, and take legal advice before signing it — not after.
What is the difference between an SSA and an SHA?
A share subscription agreement (SSA) governs the investment transaction itself — how many shares, at what price, and the conditions to be met before money moves. A shareholders agreement (SHA) governs the ongoing relationship after the money is in — board composition, voting and veto rights, transfer restrictions, anti-dilution and exit rights. The SSA is largely spent once the round closes; the SHA governs the company for years. Both are signed together at closing, and in Indian practice the key SHA protections are also written into the company’s articles of association to make them enforceable against the company.
What should founders negotiate in a term sheet?
Founders should concentrate on five things: liquidation preference (push for 1x non-participating, the Indian market standard), anti-dilution (broad-based weighted average, never full ratchet), board composition and the investor veto list (keep it short and genuinely material), founder vesting and lock-in terms, and exit obligations such as drag-along thresholds and buyback timelines. Valuation gets the attention, but these structural terms decide who controls the company and who gets paid first if things go sideways. A term sheet review by a startup fundraising lawyer typically takes days, and it is the cheapest legal spend of the entire round.
Speak With Our Private Equity & Venture Capital Lawyers
Write to us with a brief description of your matter—a fund you are raising, a round you are negotiating, or an exit you are planning. All enquiries are treated in strict confidence.
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