--- title: "Capital Markets" date: 2026-06-10 author: "Sumeet" url: https://acuitylaw.co.in/practice-areas/capital-market/ --- # Capital Markets ![](https://acuitylaw.co.in/wp-content/uploads/2026/04/pexels-iamhogir-17781647-scaled.jpg) ### OVERVIEW India’s capital markets are one of the most active and heavily regulated in Asia. Whether a company is raising equity through an initial public offering, accessing debt markets through non-convertible debentures, or managing its obligations as a listed entity under the SEBI Listing Obligations and Disclosure Requirements Regulations, the legal work involved is technical, time-sensitive, and consequential. A disclosure error in an offer document, a missed compliance window under LODR, or a mis-structured buyback can have serious regulatory and reputational consequences. Acuity Law’s Capital Markets practice advises issuers, promoters, investors, and intermediaries on the full range of transactions and compliance obligations that arise in India’s securities markets, with particular depth in primary market transactions, ongoing listed company compliance, open offers and takeovers, and cross-border capital raising. The practice covers the complete lifecycle of a company’s engagement with the capital markets. For companies approaching a listing, that means advising on the structure of the offering, the preparation and review of offer documents, the SEBI ICDR compliance process, and the coordination with merchant bankers and other transaction parties. For listed companies, it means continuous compliance with LODR, insider trading regulations, related party transaction disclosures, and corporate governance requirements. For companies seeking to return capital, it means structuring and executing buybacks and managing the SEBI and stock exchange filings that accompany them. For acquirers of listed company shares, it means analysing creeping acquisition limits, open offer obligations under the Takeover Code, and the regulatory timeline that a change of control triggers. The practice also advises on alternative structures, including real estate investment trusts, infrastructure investment trusts, and the direct overseas listing framework for Indian companies. Acuity Law’s Capital Markets practice is built on deep SEBI regulatory expertise and an execution-focused approach that keeps transactions on schedule. The team has hands-on experience across the full suite of SEBI regulations and works closely with the firm’s M&A, corporate advisory, tax, and FEMA practices to provide integrated advice across every dimension of a capital markets transaction. Partner-level involvement is maintained throughout each engagement, from the initial structuring discussion through to post-transaction compliance. The practice advises on domestic transactions and on cross-border capital raising involving foreign portfolio investors, GDR and ADR structures, and offshore fundraising by Indian issuers, with full FEMA and RBI compliance support. #### REGULATORY FRAMEWORK The practice advises across the following core SEBI regulations and related legislation: | **SEBI ICDR Regulations, 2018** Issue of Capital and Disclosure Requirements: IPOs, FPOs, rights issues, preferential allotments, QIPs, and InvIT/REIT public issues.   | **SEBI LODR Regulations, 2015** Listing Obligations and Disclosure Requirements: continuous compliance obligations for listed entities, event-based disclosures, and corporate governance.   | | --- | --- | | **SEBI Takeover Code, 2011** Substantial Acquisition of Shares and Takeovers: open offer obligations, creeping acquisition limits, and change of control.   | **SEBI Buyback Regulations, 2018** Buy-Back of Securities: tender offer and open market buyback structuring, pricing, and SEBI and stock exchange filings.   | | **SEBI NCS Regulations, 2021** Issue and Listing of Non-Convertible Securities: NCDs, NCRPs, and CPs, including private placement and public issue structures.   | **SEBI Delisting Regulations, 2021** Delisting of Equity Shares: voluntary delisting, reverse book-building process, and exit offers to public shareholders.   | | **SEBI SBEB Regulations, 2021** Share Based Employee Benefits and Sweat Equity: ESOP, RSU, and phantom equity compliance for listed companies.   | **SEBI REIT and InvIT Regulations** Real Estate Investment Trusts and Infrastructure Investment Trusts: structure, registration, and offer documents. | | **Companies Act, 2013** Capital market provisions: prospectus requirements, preferential allotment, buy-back, reduction of capital, and related party transactions. | **FEMA and RBI Regulations** Cross-border capital raising: FPI investment, GDR/ADR structures, FEMA pricing compliance, and RBI reporting for foreign investment. | ### ROLE Our Capital Markets practice advises on transactions and compliance across six areas: #### Primary Market Transactions: IPOs, QIPs and Rights Issues We advise issuers, promoters, and intermediaries on equity and debt fundraising through the primary market: - IPO advisory and documentation: advising on the structure of the offering (fresh issue, offer for sale, or combined), coordinating legal input into the draft red herring prospectus (DRHP), and advising on SEBI ICDR eligibility requirements. - Review and commentary on offer documents from a legal and regulatory compliance perspective, including disclosure obligations, material litigation disclosures, related party transaction disclosures, and risk factor drafting. - Qualified Institutional Placements (QIPs): advising on eligibility, pricing compliance, offer document preparation, and SEBI and stock exchange filings. - Rights issues and preferential allotments: advising on the legal requirements for rights issues and preferential allotments to identified investors, including pricing methodology, SEBI approvals, and shareholder resolutions. - Follow-on public offerings (FPOs): advising on the structure and regulatory process for further public capital raises by listed companies. - Coordinating with merchant bankers, registrars, legal counsels to the lead managers, and other transaction parties on the regulatory timeline and legal deliverables. #### Listed Company Compliance and LODR Advisory For companies that are listed or preparing for listing, continuous compliance is as important as the transaction itself. We provide ongoing advisory and compliance support: - LODR compliance: advising listed companies on their continuous obligations under the SEBI Listing Obligations and Disclosure Requirements Regulations, including board composition, audit committee functioning, related party transactions, and mandatory disclosures. - Event-based disclosures: advising on the identification and timely disclosure of material events and information, including outcomes of board meetings, financial results, litigation developments, and changes in promoter shareholding. - Insider trading compliance: designing and implementing insider trading policies, advising on trading window restrictions, pre-clearance procedures, and the obligations of designated persons under the SEBI (Prohibition of Insider Trading) Regulations, 2015. - Corporate governance advisory: advising on board composition requirements, independent director obligations, audit and nomination committee constitutions, and the annual governance disclosures required under LODR. - Related party transaction framework: advising listed companies on the LODR and Companies Act requirements for related party transactions, including the approval process, disclosure obligations, and the materiality threshold. - SEBI correspondence and enforcement: advising listed companies on responses to SEBI show cause notices, queries from stock exchanges, and regulatory correspondence arising from compliance reviews. #### Takeovers, Open Offers and Change of Control Acquisitions of shares in listed companies trigger obligations under the SEBI Takeover Code that must be managed alongside the underlying transaction. We advise acquirers, sellers, and target boards: - Threshold and trigger analysis: advising on whether a proposed acquisition crosses the 25 percent threshold triggering a mandatory open offer, or constitutes a creeping acquisition within the permitted annual limit. - Open offer structuring and execution: advising on the timing of the public announcement, pricing determination, escrow arrangements, and the regulatory process for completion of the open offer. - Exemption applications: advising on and filing applications for exemption from open offer obligations where applicable, including inter-se transfers among promoters, acquisitions pursuant to NCLT orders, and regulatory approvals affecting timelines. - Competitive offer dynamics: advising target company boards on their obligations and rights where competing offers are made, and advising potential competing acquirers on the legal framework. - Post-open offer consolidation: advising acquirers on squeeze-out rights under Section 235 of the Companies Act, 2013 where the acquirer holds 90 percent or more of the target’s shares following an open offer. #### Buybacks, Delisting and Capital Reduction We advise listed companies and their promoters on returning capital and on taking companies private: - Buyback structuring: advising on the choice between tender offer and open market buyback routes, including the financial limits, pricing requirements, and post-buyback lock-in and reporting obligations. - Buyback documentation and filings: drafting the letter of offer, public announcement, and SEBI and stock exchange filings; advising on board and shareholder resolution requirements. - Voluntary delisting: advising promoters on the SEBI Delisting Regulations process, including the reverse book-building mechanism, exit price determination, and post-delisting obligations. - Capital reduction: advising on selective capital reduction and capital reduction by cancellation of paid-up share capital under the Companies Act, 2013, including the NCLT process and the interaction with SEBI requirements for listed companies. #### Non-Convertible Securities, REITs and InvITs Debt capital markets and alternative investment structures are an important part of the practice’s work. We advise issuers and intermediaries on: - Non-convertible debentures (NCDs): advising on the issue of listed NCDs, both by public issue and private placement, including offer document preparation, credit rating requirements, debenture trustee appointment, and SEBI NCS Regulations compliance. - Commercial papers (CPs) and non-convertible redeemable preference shares (NCRPs): advising on issue structure, pricing, and compliance with SEBI and RBI requirements. - REITs and InvITs: advising on the formation, registration, and offer document preparation for Real Estate Investment Trusts and Infrastructure Investment Trusts, including SEBI REIT and InvIT Regulations compliance, asset eligibility, and ongoing disclosure obligations. - Green bonds and sustainability-linked instruments: advising on the issue of SEBI-regulated green debt securities and sustainability-linked bonds, including the use of proceeds framework and reporting obligations. #### Cross-Border Capital Raising and FPI Advisory Cross-border capital raising by Indian companies and inbound investment by foreign investors require coordination across SEBI, FEMA, and RBI requirements: - GDR and ADR structures: advising Indian issuers on the issue of global depository receipts and American depository receipts, including the domestic regulatory requirements under FEMA and SEBI, and the interface with US securities law. - Overseas direct listing: advising Indian companies on the regulatory framework for direct listing of equity shares on international stock exchanges, introduced under the FEMA (Non-Debt Instruments) Rules, 2019, as amended. - Foreign Portfolio Investor (FPI) advisory: advising registered FPIs on investment limits, sectoral caps, KYC and onboarding requirements, and SEBI and FEMA compliance for portfolio investments in Indian securities. - FEMA compliance for capital market transactions: advising on pricing methodology for issuances to foreign investors, reporting to RBI under FC-GPR and FC-TRS forms, and downstream investment implications. - Cross-border M&A and capital markets intersection: advising on the SEBI implications of cross-border acquisitions involving listed Indian targets, including the Takeover Code obligations of a foreign acquirer and the FEMA structuring of the consideration. ### Key Professionals ![](https://acuitylaw.co.in/wp-content/uploads/2025/01/SG-1-scaled-e1775734628647.png) ### Souvik Ganguly Managing Partner [View Profile](https://acuitylaw.co.in/people/souvik-ganguly/) ![](https://acuitylaw.co.in/wp-content/uploads/2026/04/Mohit_profile_image-removebg-preview-e1776317485106.png) ### Mohit Parekh Partner [View Profile](https://acuitylaw.co.in/people/mohit-parekh/) --- ## Acuity Law - Website: https://acuitylaw.co.in - Contact: richagotech@gmail.com