Filfox provides invaluable counsel to clients looking to navigate the complex world of investments. Filfox is adept at advising on compliance with investment regulations, structuring investments, and resolving investment-related disputes.
Venture Capitalist
What is a Venture Capital Fund?
As per section 2(1) (z) of SEBI (ALTERNATIVE INVESTMENT FUNDS) REGULATIONS, 2012:
‘Venture Capital Fund’ means an Alternative Investment Fund which invests primarily in unlisted securities of start-ups, emerging or early stage venture capital undertakings mainly involved in new products, new services, technology or intellectual property right based activities or a new business model and shall include an angel fund as defined under Chapter III-A.
Assistance & Advisory Services
Strategizing and advising on structuring the Fund
Registration of Fund under SEBI Regime {SEBI Alternative Investment Fund Regulations, 2012}
Ensuring regular compliance of Recurring Legal Compliances under Relevant Laws {SEBI (Alternative Investment Fund) Regulations, 2012; Companies Act, 2013}
Action based Compliances {Valuation Reports; Private Placement Memorandums for schemes; other Reports and filings.}
End-to-End Assistance on Transaction / Project basis:
Assessing and mitigating legal risks involved (at present or in future) before Investment
Review of relevant documents, agreements and commitments of Investee Company
Strategizing
Negotiation
Drafting
Execution & Implementation
Finalizing on the mode of instrument in tune with the Fund Strategy {Direct Equity, Preference Shares, Convertible Instruments}
Inclusion of necessary monitoring and control provisions {Place in Board of Directors of the Investee Company, etc.}
Structuring optimum Exit Strategies
Negotiating and drafting the terms of the Investment {Term Sheets/ Letter of Intent / Memorandum of Understanding} {Share Purchase Agreement / Share Subscription and Shareholder Agreement / Non Disclosure and Confidentiality Agreement}
Review of other Transactional Documents
Assistance and support during the execution and implementation
Private Equity
What is Private Equity Funds?
As per section 2(1) (r) of SEBI (ALTERNATIVE INVESTMENT FUNDS) REGULATIONS, 2012:
“Private Equity Fund” means an Alternative Investment Fund which invests primarily in equity or equity linked instruments or partnership interests of investee companies according to the stated objective of the fund.
Assistance & Advisory Services
Strategizing and advising on structuring the Fund
Registration of Fund under SEBI Regime {SEBI Alternative Investment Fund Regulations, 2012}
Ensuring regular compliance of Recurring Legal Compliances under Relevant Laws {SEBI (Alternative Investment Fund) Regulations, 2012; Companies Act, 2013}
Action based Compliances {Valuation Reports; Private Placement Memorandums for schemes; other Reports and filings.}
End-to-End Assistance on Transaction / Project basis:
Assessing and mitigating legal risks involved (at present or in future) before Investment
Review of relevant documents, agreements and commitments of Investee Company
Strategizing
Negotiation
Drafting
Execution & Implementation
Finalizing on the mode of instrument in tune with the Fund Strategy {Direct Equity, Preference Shares, Convertible Instruments}
Inclusion of necessary monitoring and control provisions {Place in Board of Directors of the Investee Company, etc.}
Structuring optimum Exit Strategies
Negotiating and drafting the terms of the Investment {Term Sheets/ Letter of Intent / Memorandum of Understanding} {Share Purchase Agreement / Share Subscription and Shareholder Agreement / Non Disclosure and Confidentiality Agreement}
Review of other Transactional Documents
Assistance and support during the execution and implementation
Angel Investor
Who is an Angel Investor?
As per section 19A (2) of SEBI (ALTERNATIVE INVESTMENT FUNDS) REGULATIONS, 2012:
“Angel investor" means any person who proposes to invest in an angel fund and satisfies one of the following conditions, namely:
(a) an individual investor who has net tangible assets of at least two crore rupees excluding value of his principal residence, and who: (i) has early stage investment experience, or (ii) has experience as a serial entrepreneur, or (iii) is a senior management professional with at least ten years of experience.
(b) a body corporate with a net worth of at least ten crore rupees; or
(c) an Alternative Investment Fund registered under these regulations or a Venture Capital Fund registered under the SEBI (Venture Capital Funds) Regulations, 1996.
Assistance & Advisory Services
Strategizing and advising on structuring the Fund
Registration of Fund under SEBI Regime {SEBI Alternative Investment Fund Regulations, 2012}
Ensuring regular compliance of Recurring Legal Compliances under Relevant Laws {SEBI (Alternative Investment Fund) Regulations, 2012; Companies Act, 2013}
Action based Compliances {Valuation Reports; Private Placement Memorandums for schemes; other Reports and filings.}
End-to-End Assistance on Transaction / Project basis:
Assessing and mitigating legal risks involved (at present or in future) before Investment
Review of relevant documents, agreements and commitments of Investee Company
Strategizing
Negotiation
Drafting
Execution & Implementation
Finalizing on the mode of instrument in tune with the Fund Strategy {Direct Equity, Preference Shares, Convertible Instruments}
Inclusion of necessary monitoring and control provisions {Place in Board of Directors of the Investee Company, etc.}
Structuring optimum Exit Strategies
Negotiating and drafting the terms of the Investment {Term Sheets/ Letter of Intent / Memorandum of Understanding} {Share Purchase Agreement / Share Subscription and Shareholder Agreement / Non Disclosure and Confidentiality Agreement}
Review of other Transactional Documents
Assistance and support during the execution and implementation
Start-Ups
As per the Department of Promotion of Industry and Internal Trade (DPIIT), under the Start Up Scheme, an entity shall be considered as a Startup:
Upto a period of ten years from the date of incorporation/ registration, if it is incorporated as a private limited company (as defined in the Companies Act, 2013) or registered as a partnership firm (registered under section 59 of the Partnership Act, 1932) or a limited liability partnership (under the Limited Liability Partnership Act, 2008) in India.
Turnover of the entity for any of the financial years since incorporation/ registration has not exceeded one hundred crore rupees.
Entity is working towards innovation, development or improvement of products or processes or services, or if it is a scalable business model with a high potential of employment generation or wealth creation.
Provided that an entity formed by splitting up or reconstruction of an existing business shall not be considered a ‘Startup’.
Assistance & Advisory Services
Strategizing and advising in startup entity formation so that:
It is Conducive for raising funds
Suitable for proposed investment
Ease of Management
Cost Effective and Tax efficient
Issuance of ESOP / Sweat Equity to Founder members / early employees.
Memorandum of Association and Article of Association
Founder’s Agreement, Share Holder Agreement, Share Subscription Agreement, Share Purchase Agreement, ESOP Policies.
Filing of relevant documents as per Check List
Liaising with Relevant Authorities {Department of Promotion of Industry and Internal Trade}
Recurring Compliances
Event based Compliances
ROC Filings {Companies Act, 2013}
Registration with Sector Specific Regularity Bodies
Obtaining Licenses with Sector specific Regulatory Bodies
End-to-End Assistance on Transaction / Project basis:
To verify the present status of regulatory and legal compliances.
Assessing and mitigating legal risks involved (at present or in future) before Investment
Review of relevant documents, agreements and commitments of the company
Strategizing
Negotiation
Drafting
Execution & Implementation
Finalizing on the mode of instrument in tune with the Fund Strategy {Direct Equity, Preference Shares, Convertible Instruments}
Inclusion of necessary monitoring and control provisions {Place in Board of Directors of the Investee Company, etc.}
Structuring optimum Exit Strategies
Negotiating and drafting the terms of the Investment {Term Sheets/ Letter of Intent / Memorandum of Understanding} {Share Purchase Agreement / Share Subscription and Shareholder Agreement / Non Disclosure and Confidentiality Agreement}
Review of other Transactional Documents
Assistance and support during the execution and implementation
Drafting and reviewing of relevant offer documents {Red Herring Prospectus etc.}
Consolidating and filing of required documents and annexures
Regulatory Compliances
{SEBI (LODR) Regulations, SEBI (ICDR) Regulations}
Liaising with Stock Exchanges
Getting listing approvals from Stock Exchange
Other Investors
End-to-End Assistance on Transaction / Project basis:
Assessing and mitigating legal risks involved (at present or in future) before Investment
Review of relevant documents, agreements and commitments of Investee Company
Strategizing
Negotiation
Drafting
Execution & Implementation
Finalizing on the mode of instrument in tune with the Fund Strategy {Direct Equity, Preference Shares, Convertible Instruments}
Inclusion of necessary monitoring and control provisions {Place in Board of Directors of the Investee Company, etc.}
Structuring optimum Exit Strategies
Negotiating and drafting the terms of the Investment {Term Sheets/ Letter of Intent / Memorandum of Understanding} {Share Purchase Agreement / Share Subscription and Shareholder Agreement / Non Disclosure and Confidentiality Agreement}
Review of other Transactional Documents
Assistance and support during the execution and implementation
