Fundraising,founder-side clarity.
A term sheet is a business decision dressed as a legal document. We help founders and investors read it that way: what the valuation really is once the option pool and liquidation preference are counted, which protective provisions matter, how the round fits a UAE–India structure and what it means for the next round. From first SAFE to Series C, across the UAE, India and the USA.
The Gulf has become one of the most active venture markets outside the US and China, and its founders are unusually international: an operating company in Dubai, engineers in Pune, a Delaware holding entity for US investors and customers in three continents is a normal cap table. That structure brings choices, ADGM or DIFC holding company versus Delaware, whether and when to 'flip', where the IP sits, how employee equity works across jurisdictions, that are far cheaper to make correctly at the seed round than to unwind at Series B.
Investment documents have converged on familiar forms: SAFEs and convertible notes at pre-seed, term sheets, subscription and shareholders' agreements from seed onwards, with the standard vocabulary of liquidation preferences, anti-dilution, pre-emption, drag and tag, board composition, information rights and founder vesting. What differs is the detail, and the detail is where value moves. On the India side, FEMA's pricing guidelines, sectoral caps, reporting through the RBI's FIRMS portal and the treatment of convertibles add a regulatory layer to every round with an Indian entity or investor.
RPLC UAE, led by Raunak Rane, an IIM Calcutta alumnus and two-time founder with two exits, acts for founders, angels, syndicates and funds. We negotiate the commercial terms as well as the legal ones, run diligence and disclosure, close in the UAE, India and the US from one file, and keep the structure clean for the next round or the exit.
Every mandate is staffed by a founding partner and a small, dedicated team. Where formal representation before UAE courts or authorities is required, we instruct and coordinate registered Emirati advocates so that clients receive one accountable file across legal consultancy and formal representation. Cross-border work between the UAE, India and the USA is run from the same file, with local counsel engaged where applicable law requires.
Negotiation of valuation mechanics, option pool, liquidation preference, anti-dilution, board and control terms; modelling of dilution and waterfall outcomes before signature.
SAFE and convertible-note drafting and negotiation, valuation caps and discounts, MFN clauses, conversion mechanics and the FEMA treatment of convertibles for Indian entities.
SSA and SHA drafting and negotiation, warranties and disclosure letters, protective provisions, founder vesting and leaver terms, information and exit rights.
ADGM, DIFC, mainland UAE and Delaware holding-company analysis, India–UAE and India–US flip structures, IP migration and tax-coordinated implementation with advisers.
Option plans and phantom equity across UAE, India and US employees, ADGM and DIFC-compatible plans, Indian ESOP compliance and cross-border grant documentation.
Due diligence, term-sheet drafting, investment documentation and closing for angels, syndicates, family offices and venture funds investing in UAE, Indian and cross-border companies.
Sectoral caps and routes, pricing guidelines, FC-GPR and FC-TRS filings, downstream investment rules and structuring of foreign investment into Indian startups.
Secondary sales, founder liquidity, down-round and recapitalisation terms, pay-to-play provisions, M&A exit preparation and acquisition-agreement negotiation.
The work, on record.
Client names withheld under counsel duties; details rendered indicative.
USD 18M Series A for a Dubai AI SaaS with GCC and Indian investors
Term sheet, SSA, SHA, SAFE conversion and cap-table clean-up for a Dubai-headquartered AI platform, with FEMA/FDI coordination for the Indian subsidiary and Indian investor participation.
India-to-ADGM flip ahead of a seed round
Structured and executed the migration of an Indian startup's holding to an ADGM company: share swap, ODI and FEMA approvals, IP assignment, ESOP re-grant and investor consents, closed within nine weeks.
Fund-side counsel on a GCC venture fund's India portfolio
Diligence, term-sheet negotiation and closing across four Indian portfolio investments for a DIFC venture fund, including pricing-guideline compliance and downstream-investment analysis.
Bridge round and recapitalisation for a fintech
Negotiated a USD 3.5M SAFE bridge with valuation cap and MFN, followed by a recapitalisation and pay-to-play provision that preserved founder equity through a down-round.
Fundraising & Venture Transactions
Reading, between the codes.
Speak to the practice.
A discreet, no-obligation first conversation, usually within one working day. Urgent matters are triaged the same day.
