About Us

About Us

The Firm

Thinking Legal is a niche law firm for investors and startups. While we are based out of New Delhi, we work with clients all over the world. We advise domestic and foreign investors such as private equity (PE) funds, venture capital (VC) funds, seed funds, pension funds, angel networks, family offices and HNIs. The Firm also works with a number of promising and fast-growing startups.

The Firm advises investors on structuring, fund formation/registration as well as the process of investment/divestment, including drafting and negotiating transactional documents such as term sheets, share subscription agreement, shareholders’ agreement, convertible debt agreement etc. We also conduct legal and secretarial due diligence of the prospective investee companies on behalf of investors and advice on the commercial impact of the issues identified during the diligence process. The Firm also conducts audits of funds to ensure compliance with the terms of Private Placement Memorandum (PPM) and assists institutional investors in monitoring investee companies (including Environmental, Social and Governance (ESG) risks and opportunities) as mandated by SEBI’s Stewardship Code.

We advise startups on all their legal requirements related to their business. We also advise startups through the fund raising process of reviewing and negotiating term sheets, shareholder agreements and other transactional documents. Further, we create customized and easy to understand templates of various commercial agreements for startups such as non-disclosure agreements, terms of use, privacy policy, supplier agreements, rent agreements, POSH policy, human resource policy. We advise startups on setting up and structuring their business, regulatory compliances, registration of trademarks, structuring ESOP arrangements and executive compensation. We also advice technology startups on data collection, data processing and data sharing to ensure compliance with the Personal Data Protection Bill, 2019.

The Firm undertakes a wide-range of corporate advisory work such as providing legal opinions on corporate and regulatory laws, insurance laws, drafting and vetting contracts, drafting and negotiating transactional documents for PE/VC and M&A transactions, conducting due diligence for mergers, setting up of joint ventures, business transfers, advising in investment deals and assisting in public issues. Our clients include listed companies, market intermediaries, stock and commodity exchanges and insurance intermediaries.

Our team is comprised of lawyers who have litigated significant regulatory matters. With a focus on dispute resolution on the regulatory side, we excel in regulatory enforcement and litigation representation. We represent clients in proceedings before regulators and their appellate tribunals.

For more information about our practice areas, please click here.

The Founder

Thinking Legal has been founded by Ms. Vaneesa Agrawal (vaneesa@thinkinglegal.in). Vaneesa has done Masters in Law from New York University and holds a dual degree of Bachelor of Business Administration and Bachelor of Laws from National Law University, Jodhpur. She is a frequent columnist in various newspapers and has written various articles related to securities and corporate law. She is also a member of CII National Committee on Regulatory Affairs, CII National Committee on Insurance & Pensions and Company Law and Corporate Governance Committee – PHD Chamber of Commerce.

After graduating from law school, she joined Majmudar& Co., International Lawyers working in their General Corporate team. She went on to work at Cyril Amarchand Mangaldas after obtaining her Masters from New York University. After gaining experience of working in law firms, she decided to join the Indian securities market regulator, Securities and Exchange Board of India, to gain regulatory experience. At SEBI, Vaneesa was extensively involved in drafting regulations such as SEBI (Foreign Portfolio Investor) Regulations, 2014; SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013. She was also an invitee to the core drafting sub-group constituted by the High Level Committee formed to review the Insider Trading Regulations, and part of the SEBI Team assisting Ministry of Corporate Affairs (MCA) in implementation of the Companies Act, 2013 and providing comments to MCA.

Her representative experience includes:

  • Advising promoters of a listed company on the sale of their stake to Indian and foreign investors.
  • Advising investors on acquisition of shares of listed companies and open offers.
  • Advising companies during initial public offerings.
  • Advising private equity investors on their investments.
  • Formation and registration of various intermediaries including Alternative Investment Funds, Foreign Portfolio Investors, Portfolio Managers, Brokers, Depository Participants and Information Utility.
  • Advising companies on various regulatory issues such as robo-advisory, fantasy trading, listing requirements, disclosure requirements under the listing regulations, ESOPs, front-running, exemptions under takeover regulations and Telecommunication Interconnection Usage Charges.
  • Representing listed companies before SEBI and Securities Appellate Tribunal on matters relating to insider trading regulations, fraudulent and unfair trade practices, takeover regulations, etc.
  • Representing the Insurance Regulatory and Development Authority of India in matters relating to protection of policyholders’ interests, outsourcing by insurance companies, and appointment of administrator and transfer of business of an insurance company.
  • Representing brokers on issues relating to self-trades and unauthorized trades.
  • Drafting Code of Conduct for Insider Trading for several large listed companies.
  • Drafting Code of Conduct on Sexual Harassment for various companies.