Maheshwari & Co. acted as the lead legal advisor in a sophisticated corporate restructuring transaction, successfully guiding India’s leading companies in the manufacturing and e-commerce industries through the negotiation and execution of a comprehensive Memorandum of Understanding (MoU).
Transaction Overview
The firm played a pivotal role in realigning the existing acquisition framework under the Share Purchase Agreement (SPA) and Shareholders’ Agreement (SHA) into a carefully structured phased approach. This innovative restructuring strategically linked performance milestones with fallback acquisition rights and incorporated valuation adjustments tied to EBITDA margins, ensuring alignment between business performance and transaction terms.
Key Legal Contributions
Beyond the fundamental restructuring, the Maheshwari & Co. team ensured the MoU was meticulously drafted, reviewed, and negotiated to maintain consistency with prior agreements while embedding enhanced protections for all stakeholders. The engagement included:
- Shareholder Rights Architecture: Implementation of comprehensive drag along, tag along, and reverse drag rights to protect minority and majority stakeholder interests
- Default Protection Mechanisms: Incorporation of robust purchaser default remedies to safeguard transaction certainty
- Balanced Commercial Framework: Development of contractual safeguards that effectively balanced liquidity requirements for the Founders with commercial flexibility for the Company
- Exit and Contingency Planning: Integration of mechanisms for strategic sale, fallback acquisition options, and clearly defined termination triggers
This complex matter was expertly handled by: Ms. Jyotsna Chaturvedi, Head of Corporate Practice, Mr. Ketan Joshi, Associate Partner, Shyamli Shukla, Senior Associate, Ms. Navya Saxena, Associate.