Transaction Legal Documentation — Term Sheets, SHAs, SPAs, BTAs

Every transaction leaves a paper trail that will be examined by investors, acquirers, auditors, regulators and — occasionally — judges. Transique’s in-house legal team, led by a Partner having more than 20 years of experience, drafts, reviews, and negotiates the full set of transaction documents: Term sheets, shareholders agreements (SHAs), share purchase agreements (SPAs), business transfer agreements (BTAs), escrow agreements, security documents, side letters, employment and non-compete agreements.
We work on both sides of the table — for issuers, founders, acquirers, PE funds, strategic buyers and sellers — and across different industries and situations.

When you need us

• You are executing a PE / VC / growth-equity fundraising and need end-to-end documentation.
• You are acquiring or selling a business — asset or share — and need the full suite of transaction documents.
• You are entering a joint venture and need the shareholder, operational and exit documents structured correctly from day one.
• You have received a draft term sheet or SPA from a counter-party and need a rigorous mark-up and negotiation plan.
• You are executing cross-border transactions and need Indian-side documentation coordinated with overseas counsel.
• You are closing a transaction and need completion mechanics (CPs, closing memorandum, escrow, completion accounts).

What we deliver

• Term Sheets — founder-friendly or investor-friendly, calibrated to the situation.
• Shareholders Agreements — governance, reserved matters, transfer restrictions, ROFO / ROFR / tag-along / drag-along, exit.
• Share Purchase Agreements — reps, warranties, indemnities, earn-outs, completion mechanics, MAC clauses.
• Business Transfer Agreements — asset-list, liabilities-assumed, employee-transfer, lease and licence transfers.
• Ancillary documents — disclosure letters, escrow agreements, side letters, completion certificates, non-compete and non-solicit agreements.
• Negotiation support — walking through drafts with the counterparty’s lawyers, managing redline cycles, preserving commercial intent.

Our approach

• Commercial-to-legal translation. Start with the term sheet / commercial intent; translate into document architecture.
• First-draft preparation. Full drafts, tailored to the specific transaction.
• Redline management. Track-changes review with commercial context preserved; issue memorandum for every disputed clause.
• Lead or support the conversation with counterparty’s lawyers; secure the negotiating priorities set at the outset.
• Schedules and annexures. Prepare disclosure letter, completion schedules and completion certificates.
• CP management; completion; post-closing obligations calendar.

Technical grounding

• Indian Contract Act, Companies Act, FEMA (for cross-border elements), SEBI regulations (where listed-entity parties are involved), Income Tax Act.
• Indemnity survival and cap architecture calibrated to sector-specific risk.
• Earn-out drafting — EBITDA definitions, accounting-policy stability, protective clauses against post-closing manipulation.
• Exit clauses — QIPO-triggered drag, put-option put-right cascades, dispute-resolution engineering.

Part of Capital Markets Advisory. Related: Deal Structuring · Sell-side M&A · Buy-side M&A

Frequently asked questions