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Case Study – I
100% Equity Divestment by Indian Promoters to Overseas Buyer
Patanjali Associates represented the Indian Promoters
IP issues pertaining to software generated from open source
Buyer did not agree to Escrow amount and indemnity became expensive and specific instead of generic indemnity.
- Identify the open source license cost.
- Evaluate use of open source against licensed software
- Negotiate the purchase price on the validated exposure and … it into escrow amount.
- Fix floor and cap for indemnities
- Stipulate of time period for indemnity
- Being Seller’s counsel, objective was to facilitate closing and minimize indemnity risks as also Escrow amount
- Extensive DD has issues highlighted came too late.
- Keep insurance cover ready.
Case Study – II
Strategic investment in Agriculture Risk Solution and Weather related
Patanjali Associates represented the Investor
- Being a startup, the DD demonstrated regulatory and statutory compliance gaps.
- Conducted an ABC analysis on the regulatory and statutory compliance gaps
- Based on discussions with the client and the company, classified the gaps into CPs and CSs
- Allocated time period for conditions subsequent and the transaction document provided a monitory mechanism through Board.
- While the company was willing to follow the compliances, the process was both time consuming and expensive and had chances of delaying or breaking of transactions
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