Case Studies

Case Studies

Case Study – I

100% Equity Divestment by Indian Promoters to Overseas Buyer

Patanjali Associates represented the Indian Promoters

Issue

  • IP issues pertaining to software generated from open source




Accomplishment

  • Buyer did not agree to Escrow amount and indemnity became expensive and specific instead of generic indemnity.

Strategy

  • 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

Challenges

  • Being Seller’s counsel, objective was to facilitate closing and minimize indemnity risks as also Escrow amount



Lesson

  • Extensive DD has issues highlighted came too late.
  • Keep insurance cover ready.


Case Study – II

Strategic investment in Agriculture Risk Solution and Weather related

information company

Patanjali Associates represented the Investor

Issue

  • Being a startup, the DD demonstrated regulatory and statutory compliance gaps.

Strategy

  • 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.

Challenges

  • 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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