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India
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Intermediate
Why we picked it In Indian deals the real control lever often sits next to the board seat: affirmative rights (reserved matters) in the term sheet and shareholders' agreement. This piece lists exactly what an investor can veto (share capital changes, key hires and exits, new debt, business suspension) and cites the Shubkam Ventures ruling on why these rights alone do not legally hand over control, which is the India-specific nuance a founder needs before signing.
Affirmative Rights in a Term Sheet
From Ediplis Counsels by Namratha Krishnan 8 min read
- Affirmative or reserved rights let an investor veto specific decisions even without a board majority: capital changes, senior hires, new debt, charter amendments, winding down.
- Indian precedent (Shubkam Ventures) holds that affirmative rights alone do not equal legal control under the SEBI Takeover Code, but they still bind founders on day-to-day moves.
- Read the reserved matters list as carefully as the board seat: it is where an investor gets a say without ever needing to sit on the board.