Private Placement Of Shares: Deal-Making And The Madisonian Dilemma

Private Placement of Shares: Deal-making and the Madisonian Dilemma is meant to serve as a practical guide to private-placement transactions in the Indian corporate context. The book also explores the so-called “Madisonian dilemma” upon which American constitutional democracy rests. The dilemma involves the search for the correct balance between two constitutional principles that are constantly in tension with each other. 

The law imposes a set of legal requirements on an Indian company proposing to undertake a private placement of its shares. The requirements are designed to safeguard not only the interests of the potential investor but of the shareholders of the company too. Since these statutory protections are, at times, suboptimal, transacting parties prefer to customize them by entering into contractual arrangements as part of their deal. The book explains both the regulatory regime, and the agreements typically entered into in connection with a private-placement transaction. In doing so, it aims to show how good deal-making is an art of fitting them together.