Practice Area – Due Diligence Services

At RGA, we recognize that a company’s strength is as good as the alignment of its stakeholders. Shareholder agreements, compliance calendars, and structured investor communication tools form the backbone of sound governance, risk mitigation, and investor confidence. RGA legal and strategic advisory team specializes in comprehensive services around Shareholder Agreements (SHA), equity structuring, investor documentation, regulatory compliance, and post-investment governance solutions.

With extensive experience across industries, jurisdictions, and ownership structures—from startup to established corporations— RGA combines legal acumen with commercial clarity to help RGA builds a durable, investor-ready governance structures.

1. Due Diligence for Shareholding and Equity Transactions

Due diligence is the bedrock of all equity-based transactions. Whether you’re onboarding a strategic investor, negotiating a shareholder exit, or preparing for a funding round, RGA offers deep-dive legal and secretarial due diligence to support well-informed decisions.

  • Corporate structure review
  • Review of Articles of Association, MOA, and prior SHAs
  • Cap table and shareholding validation
  • Analysis of board and shareholder meeting minutes
  • Verification of prior issuances, consents, filings (ROC/MCA)
  • Review of ESOPs, convertible instruments, and related-party disclosures
  • Compliance checks for Companies Act, FEMA, and sectoral regulations

RGA ensures you have a clear picture before finalizing any shareholder agreement or investment deal.

2. Drafting, Review & Negotiation of Shareholders’ Agreements (SHA)

The Shareholders’ Agreement (SHA) defines the rights, obligations, and expectations between promoters, founders, and investors. RGA not only assist in drafting and negotiating a tailored SHAs that balance investor protections with founder autonomy.

  • Defining rights: affirmative vote, information, board nomination, drag-along, tag-along, ROFR, ROFO
  • Transfer restrictions: lock-in, put/call options, exit rights
  • Reserved matters and voting thresholds
  • Anti-dilution, liquidation preference, and valuation adjustments
  • Governance framework for Board and shareholder oversight
  • Event of default clauses and dispute resolution mechanisms

RGA ensures an agreement is fair, practical, enforceable, and future-proof.

3. Investment Instruments Drafting: CCPS, CCD, SAFE Notes

RGA advises and prepare documentation for multiple investment formats suited to ones  fundraising needs. Whether it’s Compulsorily Convertible Preference Shares (CCPS), Debentures (CCD), or hybrid SAFE notes, RGA provides a complete legal support.

  • Structuring of instrument terms
  • Drafting term sheets and investor rights documents
  • Issuance of offer letters (PAS-4) and subscription agreements
  • Drafting and reviewing SH-4, share certificates, resolutions
  • Preparing and filing board/EGM resolutions, return of allotment (PAS-3)

RGA makes investment documentation both investor-friendly and regulator-compliant.

4. Compliance Calendar & Corporate Governance Tools

Timely compliance is essential to maintain investor confidence and regulatory standing. RGA help companies set up a compliance calendar and automated governance reminders.

  • Creation of annual and quarterly compliance trackers
  • Statutory filings under Companies Act (DIR-3 KYC, MGT-7, AOC-4, PAS-6, etc.)
  • FEMA, SEBI, and RBI compliance (where applicable)
  • Event-based triggers for resolutions, disclosures, and filings
  • AGM, Board Meeting, and ROC reporting schedules
  • Audit trails and document repositories

RGA ensures you never miss a deadline—and stay investment ready.

5. Share Transfer, Exit & Secondary Transactions Support

Share transfer events—founder exits, secondary investor transactions, buybacks—must be structured to avoid regulatory pitfalls. RGA assists in executing share transfer deeds, SH-4 forms, Board approvals, and stamp duty payment.

  • SH-4 drafting and execution
  • Board and shareholder resolutions
  • Valuation updates and stamp duty advisory
  • Exit documentation and payment coordination
  • Updating cap table and ROC records

RGA ensures an exit events are smooth, compliant, and dispute-free.

6. Startup Investor Readiness & Due Diligence Pack

For early-stage startup, RGA offers an Investor-Readiness Program to prepare them for their first funding round.

  • Company health check and legal clean-up
  • Standard document templates (SHA, SSA, ESOP, etc.)
  • Founders’ agreement drafting and risk allocation
  • Compliance calendar and reporting setup

RGA makes each startup funding-ready in record time.

Conclusion

In today’s fast-evolving corporate landscape, clarity, compliance, and credibility form the foundation of stakeholder confidence. At RGA, we combine legal precision with commercial understanding to offer seamless support for SHA drafting, compliance calendars, due diligence, investor reporting, and post-investment governance.

Whether organization is a startup preparing for funding, an investor safeguarding rights, or an enterprise formalizing founder arrangements — RGA brings structure, protection, and peace of mind to a stakeholder agreements.

Let us help you build governance that earns trust and sustains value.

Contents

Table of Contents

Corporate Practice

Corporate law is the body of laws, rules, regulations and practices that govern the formation and operation of corporations. It’s the body of law that regulates legal entities that exist to conduct business. The laws touches on the rights and obligations of all of the people involved with forming, owning, operating and managing a corporation. The laws and the rules that governs corporations keep all corporations operating on a level playing field. Corporate law is meant to be friendly for business. It’s not meant to make it harder to get things done. The laws exist to make it easier for corporations to do business. Rules that govern forming a corporation and rules for how to take corporate actions are meant to help business and make things fair for everyone. They make sure that corporations act in predictable ways that others can rely on. Most corporate lawyers work for medium or large law firms. That’s because the legal needs of the corporations of appreciable size are significant. A corporation may need advice and help with a diverse set of issues. A large law firm typically has the resources and attorneys with diverse skill sets in order to meet whatever needs the corporation might have. A corporation might call on their lawyers to know every aspect of the laws that might impact the corporation including the formation of the corporation, governance, contracts, shareholder activity and making the appropriate reports to the Security and Exchange Commission. Corporation leaders typically prefer to have one-stop shopping for their corporate needs. They also tend to prefer a long-term relationship with the attorneys they work with. Medium and large law firms allow large corporations to meet their needs conveniently through a long-term relationship with their law firm. With corporations throughout the United States and the world, corporate lawyers work everywhere. It’s also one reason why large firms might have multiple offices throughout many jurisdictions in the country and in the world. Lawyers who focus on corporate law must know the subtleties that might apply in the various jurisdictions where the corporation has offices or conducts business. Corporate lawyers help companies conduct business. They help corporations do business better. Lawyers who like to read and write might enjoy corporate law. Lawyers in this area of practice have to understand and use a complex body of rules and regulations. For lawyers with great reading and reasoning skills, corporate law can be a challenging fit. A corporate lawyer may represent a corporation throughout the lawyer’s entire career. They might see the corporation through many years of business. Lawyers who prefer a long-term client base might appreciate the long-term working relationships that can form with corporate leaders in this area of practice. Corporate law is a foundation of economic activity. Corporate lawyer help corporations form and help them do business. A lot of their work is foreseeing problems before they start and helping the corporation take steps to avoid things that can be problematic. Practicing corporate law offers a challenging and sound career for attorneys who can tackle complex concepts and exercise sound judgment. The term refers to the legal practice of law relating to corporations, or to the theory of corporation. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation.  It thus encompasses the formation, funding, governance, and death of a corporation. Whilst the term company or business law is colloquially used interchangeably with corporate law, business law often refers to wider concepts of commercial law, that is, the law relating to commercial or business related purposes and activities. In some cases, this may include matters relating to corporate governance or financial law.  When used as a substitute for corporate law, business law means the law relating to the business corporation (or business enterprises), including such activity as raising capital, company formation, and registration with the government.
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