Scope of Services
Equity-linked incentive plans like ESOPs and SARs are critical tools for attracting, retaining, and motivating key talent—especially in startups, tech firms, and investor-backed companies. Our firm offers end-to-end legal support in designing, implementing, and managing such incentive schemes, ensuring compliance with Indian regulatory requirements and alignment with founder and investor interests.
1. ESOP/SAR Scheme Structuring
We help clients design bespoke employee incentive schemes suited to their business stage, corporate structure, and investor mandates. Our services include:
(i) Tailoring ESOP or SAR schemes to balance founder equity dilution, employee motivation, and investor protections.
(ii) Designing vesting schedules, cliff periods, performance milestones, and exercise windows in line with commercial strategy.
(iii) Structuring phantom equity or SAR plans for companies not yet equipped to issue real equity.
(iv) Aligning schemes with valuation practices, taxation implications, and future exit planning.
(v) Advising on employee communication frameworks to increase transparency and scheme effectiveness.
We ensure the scheme meets strategic goals while minimizing legal and tax risks for both the company and recipients.
2. Documentation and Approvals
We handle all required legal documentation and corporate approvals for implementing and managing the incentive plans, including:
(i) Drafting of ESOP/SAR schemes, grant letters, exercise agreements, and trust deeds (if applicable).
(ii) Preparation of board resolutions, shareholder resolutions, and explanatory notes in line with Companies Act, 2013.
(iii) Advising on trust vs. direct issuance models and managing employee stock purchase programs (ESPPs), if needed.
(iv) Assisting in form filings such as MGT-14, SH-6, SH-7, and others with the Ministry of Corporate Affairs (MCA).
Our legal documentation is audit-ready and investor-compliant, reducing friction during diligence or exits.
3. Regulatory Compliance
We ensure full legal compliance throughout the lifecycle of the scheme, from implementation to grant and exercise:
(i) Compliance with the Companies Act, 2013, including private company restrictions and valuation norms.
(ii) Advising on FEMA and RBI guidelines for granting ESOPs to non-resident employees and foreign holding structures.
(iii) Ensuring adherence to Income Tax Act provisions, particularly on perquisite taxation and TDS obligations.
(iv) For listed companies, alignment with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
(v) Reviewing scheme roll-outs in compliance with labour laws and employment contracts.
We offer proactive risk management and ongoing compliance support, including during audits or regulatory scrutiny.
4. Cap Table Management
We support companies in maintaining clean and transparent capitalization tables that reflect equity dynamics:
(i) Regular updates to cap tables to account for new grants, lapses, exercises, and buybacks.
(ii) Tracking and reporting of fully diluted equity, ESOP pool utilization, and potential dilution from outstanding options.
(iii) Providing cap table simulation models for investors and founders to visualize post-grant ownership structures.
(iv) Ensuring coordination with valuation providers, auditors, and fund administrators.
A well-managed cap table enhances trust during funding rounds and exit events.
5. Exit and Liquidity Planning
We advise companies and stakeholders on managing ESOPs and SARs during key liquidity events, such as:
(i) M&A transactions: Reviewing acceleration clauses, buyout structures, and payout calculations.
(ii) IPOs: Aligning scheme structure with listing requirements and employee lock-in norms.
(iii) Secondary sales: Structuring employee liquidity programs and ensuring compliance with securities regulations.
(iv) Advising on employee tax planning and post-exit exercises or cancellations.
We help unlock value for employees while ensuring a smooth legal and tax treatment during exits.
