IPO and Capital Markets

IPO and Capital Markets Practice

Our Corporate & Commercial Advisory and Mergers, Acquisitions & PE/VC practices manage the full legal process for companies preparing for a public listing in India — from pre-IPO structuring and governance audit through legal due diligence, DRHP preparation, the SEBI query cycle, and post-listing LODR compliance.

• We advise that IPO legal preparation begins eighteen months to two years before the anticipated listing — not at the DRHP filing stage. Pre-filing is where governance restructuring, documentation completion, and IP ownership confirmation happen.
• Our IP Audits & Valuation and IP Licensing & Commercialisation practices integrate directly into our IPO due diligence — addressing trademark, patent, and design ownership gaps that are among the most common material findings in SEBI-regulated offer documents.
• We prepare DRHPs to be complete and fully responsive to the ICDR Regulations at first filing — DRHP quality at first filing determines the length of SEBI’s query cycle.
• Post-listing obligations under SEBI’s LODR Regulations are significantly more demanding than pre-listing compliance. We brief boards on these obligations before listing day, not after.
• As an Advocate-on-Record with the Supreme Court of India, our Dispute Resolution practice handles post-listing disputes and appellate proceedings without change of counsel.

1. The Regulatory Framework

   We work within four primary regulatory frameworks in every Indian IPO: the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations); the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations); the Companies Act, 2013; and FEMA 1999 for companies with non-resident shareholders.

2. Pre-IPO Eligibility Assessment and Structuring

   We conduct a formal eligibility assessment before any DRHP filing, verifying compliance with Regulation 6 of the ICDR Regulations — net tangible assets threshold, operating profit history, and net worth requirements for the standard profitability route, or the conditions applicable to the alternative route. Our pre-filing assessment regularly identifies structural issues: conversion from private to public limited company; group company reorganisation; related-party transactions requiring arm’s-length restructuring; historical capital allotments requiring regularisation; and board composition review against SEBI’s independence criteria.

   “Companies that begin IPO legal preparation eighteen months before the anticipated listing quietly resolve historical gaps. Those that begin at the DRHP filing stage resolve them under time pressure, at greater cost, and with less control over how they are disclosed.”

3. Legal Due Diligence — Our Six Workstreams

   We conduct IPO legal due diligence across six workstreams: corporate records and promoter group; material contracts and assignability; IP ownership and registration across territories; litigation and regulatory proceedings; real property title; and employment and labour compliance. Our IP Audits & Valuation team integrates directly — because unassigned trademarks, patents held in founders’ personal names, and software licensed on inconsistent terms are among the most common and most avoidable material findings in SEBI-regulated offer documents.

4. DRHP Preparation and the SEBI Review Cycle

   We prepare the DRHP in coordination with the BRLMs, their counsel, reporting accountants, and management. We prepare specific, calibrated risk factor disclosures for this company and this offering — not boilerplate descriptions of generic market risks. DRHPs that are complete and fully responsive to the ICDR Regulations at first filing move through SEBI’s query cycle significantly faster than those that do not.

5. Pricing, Book Building, and Allotment

   Once SEBI issues its final observations, we manage the red herring prospectus filing, the subscription period, and the allotment process. We advise on the SEBI-prescribed allotment proportions to QIBs, non-institutional investors, and retail individual investors, and manage the basis of allotment process with the registrar to the issue.

6. Post-Listing Obligations — What We Manage

   We advise listed companies on their ongoing obligations under SEBI’s LODR Regulations: continuous disclosure of material events; quarterly and annual financial reporting; audit committee review and shareholder approval of material related-party transactions; and the insider trading framework under the SEBI (Prohibition of Insider Trading) Regulations, 2015. Our Corporate & Commercial Advisory, IP Audits & Valuation, and Dispute Resolution practices work as a coordinated team. Ranked by IAM Patent 1000, Chambers & Partners, and Legal 500, we advise from offices in New Delhi, Mumbai, Chennai, Hyderabad, and Bangalore.

Frequently Asked Questions