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Rajesh Sivaswamy


+919810088448

rajesh@ksandk.com

Overview

Rajesh Sivaswamy focuses primarily on Mergers and Acquisitions, Private Equity, Divestitures and Sales of businesses, Joint Ventures and Strategic Alliances, with particular emphasis on cross-border transactions. Rajesh advises a broad spectrum of clients, working primarily with institutions, private equity funds and Multi-National companies. He also acts for a number of Indian companies, particularly in the context of cross-border transactions. Rajesh also advises the Government of India in his capacity as a legal advisor to the Make in India initiative.


Indicative Experience

Private Equity & Venture Capital

  • Advised a private equity fund in investing USD 750 million in a listed Indian company. The transaction involves undertaking due diligence, compliance with SEBI regulations for preferential listing under the new ICDR regulations and drafting of transaction documents.
  • Advised a UK-based private equity fund to invest in a Microfinance institution in India. The scope of work involved advisory on the regulatory framework and structuring transaction documents.
  • Advised a Kuwaiti Investment Project Company, a private equity investor based in UAE, on the acquisition of equity stake in a BIFR-referred company based in Jaipur.

Mergers & Acquisition

  • Advised on one of the few successful hostile takeovers in India on a company listed on the BSE. The deal involved advisory on legal issues, drafting definitive documentation and negotiation with various merchant bankers involved in the transaction.
  • Advised a company listed on the New York Stock Exchange, in exiting a leading Indian listed entity in the Telecom/VAS sector.
  • Advised a UK based client having its 100% subsidiary company in India, in acquiring 100% stake in an existing company in India from the existing shareholders. The company is engaged in testing, assayers and other similar activities. The deal involved negotiations with the existing shareholders, preparation of various agreements including share purchase agreement, escrow agreement; taking approval from regulatory authorities including the FIPB and the RBI, conducting legal Due Diligence.
  • Advised the Government of India in connection with the sale of 72% equity interests in a listed Indian entity to a strategic buyer. Services included drafting and vetting of share purchase agreements, shareholders agreements, guarantee agreement, etc.
  • Advising a leader in the power generation sector, in connection with the proposed acquisition of majority shareholding in a 520 MW coal-based power project
  • Involved with the restructuring and rationalization of the venture capital funds of a leading venture fund wherein various funds were merged and consolidated into three principal funds. The scope of work included the preparation of the legal documentation in respect of the creation of the three principal funds.
  • Advised leading Liquefied Natural Gas Company Limited with respect to its proposed acquisition of equity stake in Abbott LNG company.
  • Advised a leading Indian telecommunications major involved in the manufacture of wireless chipsets and protocol stack software for mobile handsets, in the acquisition of the assets, including intellectual property rights in US and Canada, of a global technology company engaged in the development of MMI software solutions for mobile handsets. Assisted in drafting the Asset Purchase Agreement in this regard.
  • Advised a large Indian Petroleum company in connection with the distribution arrangement for lubricants in the Middle East and other neighboring countries. The transaction involved the manufacture of lubricants from a third-party manufacturer in the Middle East and setting up a distribution arrangement for the sale of lubricants.
  • Advised a leading Indian Forgings company based in Mauritius to acquire a 90.47% stake in a leading German company in the forgings sector in Germany.
  • Advised major Indian Software Communications Ltd in a Rs.260 crore foray into Gaming through acquisitions of the controlling stake in an Entertainment console gaming company based in UK.
  • Advised one of the leading shipyards in India in its acquisition of all the shipyard machinery and types of equipment of UK-based Shipyard Ltd.
  • Advised leading Engineering Indian company in its acquisition of a 73% stake in an Italian engineering company.
  • Advised a number of Indian companies to list on the AIM in the UK. Involved in structuring a private equity fund to be set-up in London.

Investment

  • Advised on structuring investment deals, involving investment in the form of preferential shares, optionally convertible debentures, equity, and warrants in various companies. The scope of work included preparation of investment agreements, amendments of the articles of association of companies and ensuring proper compliance with law.

Insolvency

  • Advised on India’s largest distressed sale in the retail segment. The scope of work includes restructuring debts and re-structuring the business to facilitate the transaction and drafting necessary transaction documents.

Regulatory

Rajesh advises on policy and advocacy-related matters and is part of several Industry consultative committees on policy-related matters.

  • Advised US Rail Car Manufacturer on FCPA-related issues and on removing the blacklisting imposed in India
  • Advised Instant Food manufacturer on FSSAI related issues. Assisted with a technical audit done by industry specialists to plug the gaps and representations made thereafter to the FSSSAI to mitigate the red flags.
  • Advised Misumi, a listed Japanese entity in the construction and warehousing space facing issues relating to relating to red tape and fraud. Assistance involved working with the various ministries and initiation of criminal proceedings.
  • Advised industry bodies and clients on the issues surrounding the Data Protection Bill.

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