The Latest on Indian Corporate and Commercial Law

The Stoicus Vlogs are our thought leadership initiative to bring to you the most wisdom per minute for your time. We like to keep it short, sweet and impactful. All the Vlogs are less than 2 minutes.

Whom do I call a Co - Founder?
Our Founder, Mr. Kaushik Rajan, walks you through the meaning of 'Co-Founder', the relationship between a Founder and a Co-founder, an investor's outlook and related trends.
How do I ensure continuity of business if one of my core team leaves?
Our Founder, Mr. Kaushik Rajan, helps you navigate the scenario in which one of your core team members exits the company and how you can safeguard the continuity of your operations and ensure a smooth transition.
How can I incentivise talented young people to join my venture?
Our Founder, Mr. Kaushik Rajan, sets forth a few ways in which a start-up can incentivise and attract talented people to join a new venture.
Do I have to incorporate a private limited company, or can I continue as a sole proprietorship? What are the advantages of incorporation?
Our Founder, Mr. Kaushik Rajan, discusses the pros and cons of housing your venture in a Private Limited Company versus a Sole Proprietorship.
What are the permits I need to obtain to get my business off the ground?
Our Founder, Mr. Kaushik Rajan, sets out the basic licenses and permits required for getting your new business off the ground.
How can I make sure my friends’ interests are protected when other investors enter in the future?
Our Founder, Mr. Kaushik Rajan, speaks about protecting the interests of friends and family who invest early, when raising funds in future rounds of investments.
How can I structure the investment from friends and family in a way that I set expectations right?
Our Founder, Mr. Kaushik Rajan, suggests which instrument to use when accepting early investments from friends and family so that the right expectations are set and the founder doesn't have to worry about meeting these friends or family members for dinner!
What is a convertible note? Do I need a valuation to issue a note?
Our Founder, Mr. Kaushik Rajan, explains what a Convertible Note is.
Do I offer compulsorily convertible preference shares or equity to the angels?
Our Founder, Mr. Kaushik Rajan, distinguishes whether to offer Compulsorily Convertible Preference Shares or Equity Shares to Angel Investors.
How do I come to know the start-up’s valuation?
Our Founder, Mr. Kaushik Rajan, throws light on the valuation methodologies and nuances to be considered when raising funding.


What happens if a founder leaves the company?
Our Founder, Mr. Kaushik Rajan, throws light on the consequences for the founder of a company of he were to resign (good leaver) or be terminated (bad leaver).
How can the investment be protected from default by the founders?
Our Founder, Mr. Kaushik Rajan, illustrates the consequences of different kinds of default by the founder.
What are the modes of exit?
Our Founder, Mr. Kaushik Rajan, lists out the waterfall mechanism of exit and its various components.
The fund is wary of founders committing fraud. How can we address this?
Our Founder, Mr. Kaushik Rajan, throws light on the two risk mitigation measures to protect against founder fraud.
What is full-ratchet anti-dilution protection?
Our Founder, Mr. Kaushik Rajan, explains full ratchet anti dilution.
Is a non-compete on the founder enforceable?
Our Founder, Mr. Kaushik Rajan, distinguishes when a non-compete would become enforceable on the start-up founder.
Should a director or an observer be appointed?
Our Founder, Mr. Kaushik Rajan, highlights the conflict of interest faced by an Investor Director and throws light on the current trend.


When does one make a will and when does one create a trust?
Our Founder, Mr. Kaushik Rajan, expounds on the history of the Trust structure and articulates when to deploy this structure. He also reasons why practically everyone should have a Will.
What are the points to remember when preparing a will?
Our Founder, Mr. Kaushik Rajan, explains the points to be kept in mind when preparing a Will.


How can the buyer and seller validate the valuation prior to deal closure?
Our Founder, Mr. Kaushik Rajan, articulates the need for a valuation adjustment prior to closing.
What does the acquirer watch out for when the target company is listed?
Our Founder, Mr. Kaushik Rajan, throws light on the points to watch out for in the acquisition of a listed company.
What are the advantages of a BTA versus adopting the NCLT route?
Our Founder, Mr. Kaushik Rajan, compares the two modes of business transfer: (i) transfer of a business undertaking through a Business Transfer Agreement; (ii) transfer of a business undertaking through a scheme of arrangement sanctioned by the National Company Law Tribunal.
What advantage or disadvantage does a 50:50 holding structure have over the other holding ratios?
Our Founder, Mr. Kaushik Rajan, compares the pros and cons of a 50:50 shareholding structure in a joint venture with other unequal permutations.


Key features of the Personal Data Protection Bill, 2019.
Our Founder, Mr. Kaushik Rajan, provides a 30,000 feet overview of the salient features of the Personal Data Protection Bill, 2019.
Why should the franchisee purchase a franchise?
Our Founder, Mr. Kaushik Rajan, elaborates on the reasons for purchasing a Franchise.


Whom do I call a Co - Founder?
Our Founder, Mr. Kaushik Rajan, walks you through the meaning of 'Co-Founder', the relationship between a Founder and a Co-founder, an investor's outlook and related trends.
How do I ensure continuity of business if one of my core team leaves?
Our Founder, Mr. Kaushik Rajan, helps you navigate the scenario in which one of your core team members exits the company and how you can safeguard the continuity of your operations and ensure a smooth transition.
How can I incentivise talented young people to join my venture?
Our Founder, Mr. Kaushik Rajan, sets forth a few ways in which a start-up can incentivise and attract talented people to join a new venture.
Do I have to incorporate a private limited company, or can I continue as a sole proprietorship? What are the advantages of incorporation?
Our Founder, Mr. Kaushik Rajan, discusses the pros and cons of housing your venture in a Private Limited Company versus a Sole Proprietorship.
What are the permits I need to obtain to get my business off the ground?
Our Founder, Mr. Kaushik Rajan, sets out the basic licenses and permits required for getting your new business off the ground.
How can I make sure my friends’ interests are protected when other investors enter in the future?
Our Founder, Mr. Kaushik Rajan, speaks about protecting the interests of friends and family who invest early, when raising funds in future rounds of investments.
How can I structure the investment from friends and family in a way that I set expectations right?
Our Founder, Mr. Kaushik Rajan, suggests which instrument to use when accepting early investments from friends and family so that the right expectations are set and the founder doesn't have to worry about meeting these friends or family members for dinner!
What is a convertible note? Do I need a valuation to issue a note?
Our Founder, Mr. Kaushik Rajan, explains what a Convertible Note is.
Do I offer compulsorily convertible preference shares or equity to the angels?
Our Founder, Mr. Kaushik Rajan, distinguishes whether to offer Compulsorily Convertible Preference Shares or Equity Shares to Angel Investors.
How do I come to know the start-up’s valuation?
Our Founder, Mr. Kaushik Rajan, throws light on the valuation methodologies and nuances to be considered when raising funding.

What happens if a founder leaves the company?
Our Founder, Mr. Kaushik Rajan, throws light on the consequences for the founder of a company of he were to resign (good leaver) or be terminated (bad leaver).
How can the investment be protected from default by the founders?
Our Founder, Mr. Kaushik Rajan, illustrates the consequences of different kinds of default by the founder.
What are the modes of exit?
Our Founder, Mr. Kaushik Rajan, lists out the waterfall mechanism of exit and its various components.
The fund is wary of founders committing fraud. How can we address this?
Our Founder, Mr. Kaushik Rajan, throws light on the two risk mitigation measures to protect against founder fraud.
What is full-ratchet anti-dilution protection?
Our Founder, Mr. Kaushik Rajan, explains full ratchet anti dilution.
Is a non-compete on the founder enforceable?
Our Founder, Mr. Kaushik Rajan, distinguishes when a non-compete would become enforceable on the start-up founder.
Should a director or an observer be appointed?
Our Founder, Mr. Kaushik Rajan, highlights the conflict of interest faced by an Investor Director and throws light on the current trend.

When does one make a will and when does one create a trust?
Our Founder, Mr. Kaushik Rajan, expounds on the history of the Trust structure and articulates when to deploy this structure. He also reasons why practically everyone should have a Will.
What are the points to remember when preparing a will?
Our Founder, Mr. Kaushik Rajan, explains the points to be kept in mind when preparing a Will.

Key features of the Personal Data Protection Bill, 2019.
Our Founder, Mr. Kaushik Rajan, provides a 30,000 feet overview of the salient features of the Personal Data Protection Bill, 2019.
Why should the franchisee purchase a franchise?
Our Founder, Mr. Kaushik Rajan, elaborates on the reasons for purchasing a Franchise.

How can the buyer and seller validate the valuation prior to deal closure?
Our Founder, Mr. Kaushik Rajan, articulates the need for a valuation adjustment prior to closing.
What does the acquirer watch out for when the target company is listed?
Our Founder, Mr. Kaushik Rajan, throws light on the points to watch out for in the acquisition of a listed company.
What are the advantages of a BTA versus adopting the NCLT route?
Our Founder, Mr. Kaushik Rajan, compares the two modes of business transfer: (i) transfer of a business undertaking through a Business Transfer Agreement; (ii) transfer of a business undertaking through a scheme of arrangement sanctioned by the National Company Law Tribunal.
What advantage or disadvantage does a 50:50 holding structure have over the other holding ratios?
Our Founder, Mr. Kaushik Rajan, compares the pros and cons of a 50:50 shareholding structure in a joint venture with other unequal permutations.