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Initial Public Offerings
Drafting and diligence for the offer document, eligibility under the ICDR Regulations, the structure of the offer and the management of the regulatory and stock exchange process to listing.
We advise issuers, selling shareholders, merchant bankers and listed companies across the capital markets, the offer document that takes a company public, the placement that raises follow-on capital, the open offer that follows a change of control and the continuous disclosure that listing demands ever after.
A capital markets mandate begins with raising capital and continues for as long as the company stays listed. Each step is governed by a SEBI regulation, and each carries a disclosure obligation whose breach is enforced.
Drafting and diligence for the offer document, eligibility under the ICDR Regulations, the structure of the offer and the management of the regulatory and stock exchange process to listing.
Qualified institutional placements, rights issues and preferential allotments for listed companies, structured for speed and pricing within the regulatory pricing and disclosure rules.
Advice under the Substantial Acquisition of Shares and Takeovers Regulations on the trigger for an open offer, the pricing, the exemptions and the conduct of the offer.
Share buyback through the tender and market routes, and delisting of equity shares, with the reverse book building and the conditions that govern an exit to public shareholders.
Continuous obligations under the Listing Obligations and Disclosure Requirements, including disclosure of material events, related party transactions and the prohibition on insider trading.
Issue and listing of non-convertible debentures and other debt securities, and advice on the regulatory framework for the instrument concerned.
Each stage is governed by a specific regulation and produces a document the regulator or the market relies on. We sequence the work so the disclosure is complete and the structure is compliant before the issue opens.
Confirm eligibility for the chosen route under the relevant SEBI regulation and fix the structure of the issue or transaction.
Conduct legal due diligence on the issuer and identify the disclosures the offer document must carry.
Draft the offer document, the placement document or the open offer documents to the standard the regulation and the liability regime demand.
Manage the filing, the regulator observations and the stock exchange and depository steps through to opening and listing.
Put in place the continuous disclosure and governance framework the company must maintain as a listed entity.
Every capital markets transaction is read through three lenses at once. The disclosure has to be technically complete, the structure has to make commercial sense for the issuer, and the whole of it has to be legally defensible against the liability that attaches to a public document.
We build the offer document, the placement document and the listed-company disclosure to the standard the SEBI regulations demand, because in capital markets the document is the obligation and an omission is as actionable as a misstatement.
We match the route, public issue, placement, rights issue or preferential allotment, to the amount, the speed and the investor base, so the company raises capital on terms that serve the business and meet the pricing rules.
We keep the transaction and the continuing obligations strictly within the ICDR, LODR, Takeover and insider trading regulations, so the issue completes cleanly and the listing is maintained without regulatory action.
Disclosure liability does not turn only on misstatement. It turns on omission, the risk that was known and not stated, the litigation that was material and left out. We draft and diligence the offer document so that what the investor needs to make an informed decision is in it, because that is the standard the law applies after the fact.
The vocabulary that decides outcomes, set out precisely, not loosely.
The SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 that govern public issues, rights issues and preferential allotments.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that prescribe continuous disclosure and corporate governance for listed entities.
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 that mandate open offers on acquisition of shares or control beyond the prescribed thresholds.
The Draft Red Herring Prospectus filed with SEBI for review before a public issue, containing the issuer disclosures and risk factors.
The SEBI PIT Regulations 2015 that prohibit trading on unpublished price-sensitive information and require structured digital databases and codes of conduct.
Short, direct, on the record.
A public issue is governed principally by the SEBI Issue of Capital and Disclosure Requirements Regulations, together with the Companies Act and the rules of the stock exchanges. The regulations fix the eligibility a company must meet to access the public market, the contents and standard of the offer document, the pricing mechanism and the process up to listing. Because the offer document carries disclosure liability, the diligence behind it and the completeness of the risk disclosure are as important as the commercial terms of the issue.
Under the Substantial Acquisition of Shares and Takeovers Regulations, an acquirer who crosses the prescribed shareholding threshold, or who acquires control of a listed company, is generally required to make an open offer to the public shareholders to acquire a further specified portion of the shares. The regulations set the threshold, the offer price and the timeline, and provide for certain exemptions. The trigger, the pricing and the availability of an exemption all have to be analysed before an acquisition of a listed company is structured.
Under the Listing Obligations and Disclosure Requirements Regulations, a listed company must disclose material events and information to the stock exchanges in a timely way, obtain approvals for and disclose related party transactions, comply with corporate governance requirements on the composition of the board and committees, and make periodic financial and shareholding filings. It must also maintain the structures required to prevent insider trading. These obligations are continuous, and a lapse can attract regulatory action independent of any transaction.
A listed company can raise follow-on capital through a qualified institutional placement to institutional investors, a rights issue to existing shareholders or a preferential allotment to identified investors. Each route has its own eligibility, pricing and disclosure rules under the ICDR Regulations. A qualified institutional placement is often the fastest where the conditions are met, while a rights issue protects existing shareholders from dilution. The choice depends on the amount, the speed required, the investor base and the pricing rules that apply.
Voluntary delisting of equity shares from a stock exchange is governed by the SEBI delisting regulations and generally requires an exit to public shareholders at a price discovered through a reverse book building process, subject to conditions including a minimum level of acceptance. The process is designed to protect public shareholders who would otherwise be left holding shares without a market. The pricing mechanism, the conditions for success and the approvals required all have to be planned before a delisting is announced.
Income tax, transfer pricing, withholding and treaty interpretation
Merger filings, dominance, cartels and CCI proceedings
Economic offences, PMLA, SEBI enforcement and internal investigations
The strongest outcomes are built into the strategy at the start, not recovered from disputes later.