Equity & Alliance Architecture: Protecting Your Stake
A standard "Template Agreement" cannot protect the unique DNA of your partnership. Our Virtual CFO and Legal teams collaborate to ensure the financial math aligns perfectly with the legal clauses.
Key Clauses We Engineer in Your SHA
- We focus on the "Hidden Mechanics" that determine who truly controls the company:
- Rights of First Refusal (ROFR) & First Offer (ROFO): Ensuring existing shareholders have the first right to buy shares before an outsider enters the cap table.
- Drag-Along & Tag-Along Rights: Protecting majority shareholders’ ability to sell the company while ensuring minority shareholders aren't left behind in a lucrative exit.
- Veto Rights & Reserved Matters: Defining specific decisions (like taking a loan or changing the business line) that cannot be made without your explicit consent, regardless of share percentage.
- Anti-Dilution Provisions: Protecting early-stage investors or founders from having their ownership "washed out" during future "Down Rounds."
Joint Venture (JV) Agreements: The Strategic Edge
For businesses merging resources for a specific project or market entry, we draft JV Agreements that cover:
Capital Contribution & Equity Split
Clear timelines for infusion of funds and non-monetary assets (IP, Machinery, Land).
Technology Transfer & Licensing
Defining who owns the "New IP" generated during the JV and how the "Background IP" is protected.
Management & Board Composition:
Establishing a clear "Who Reports to Whom" structure to avoid operational paralysis.
Profit Repatriation:
Ensuring a clear path for dividend distribution and the movement of funds between the JV and the parent entities.
Deadlock & Exit: Planning for the "End Game"
The most important part of any agreement is how it ends. We build in sophisticated mechanisms to handle 50/50 splits or disputes:
1
The "Texas Shoot-Out" or "Dutch Auction"
Fair-market mechanisms to allow one partner to buy out the other when they can no longer work together.
2
Liquidation Preference
Determining the "Waterfall" of payments—who gets paid first and how much—during a company sale or winding up.
3
Non-Compete & Non-Solicitation
Preventing a departing partner from starting a rival business or poaching your key employees for a cooling-off period.
The D&A Negotiation Workflow
The Term Sheet Phase
We help you draft or review the initial Term Sheet, ensuring you don't give away too much "Control" for "Capital" at the very start.
Advisory on Instrument Selection
We advise on whether to issue Equity Shares, CCPS (Compulsorily Convertible Preference Shares), or Debentures to optimize tax and valuation outcomes.
Execution & Stamping
We manage the final signing and ensure that the agreement is properly stamped as per state laws to make it enforceable in a court of law.
The Impact
We focus on the "Hidden Mechanics" that determine who truly controls the company
Our Commitment to You
At Diwakar and Associates, we believe a good agreement shouldn't be a document that sits in a drawer it should be a foundation that gives you the peace of mind to grow. We commit to providing clarity in ownership and certainty in governance, ensuring your business partnerships are built to last or structured to exit gracefully.
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