Equilay delivers institutional-grade M&A advisory across every stage of a merger, acquisition, or secondary transaction. From pre-deal cap table readiness and liquidation preference waterfall modelling to data room preparation and post-close statutory compliance, we manage every critical milestone in the merger and acquisition advisory process with precision and discretion.
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Preference share waterfalls, anti-dilution triggers, ESOP acceleration clauses, and competing liquidation preferences decide the real deal payout Liquidation preference waterfall modelling, multiple deal scenarios, zero guesswork Pre-deal cap table audit that catches problems before your buyer does Investor-ready data room, prepared to institutional standards in 48 hours
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By modelling payout scenarios, preparing the data room, coordinating shareholders, and cleaning your cap table before mergers due diligence begins Shareholder payout calculations and distribution schedules, fully communicated ESOP acceleration and lapse analysis, so employees know exactly what they're signing Post-close MCA filings, share transfers, and cap table reconciliation, deal done cleanly
Plan Your M&A Deal Readiness
Preference share waterfalls, anti-dilution triggers, ESOP acceleration clauses, and competing liquidation preferences decide the real deal payout Liquidation preference waterfall modelling, multiple deal scenarios, zero guesswork Pre-deal cap table audit that catches problems before your buyer does Investor-ready data room, prepared to institutional standards in 48 hours
Schedule a Consultation
By modelling payout scenarios, preparing the data room, coordinating shareholders, and cleaning your cap table before due diligence begins Shareholder payout calculations and distribution schedules, fully communicated ESOP acceleration and lapse analysis, so employees know exactly what they're signing Post-close MCA filings, share transfers, and cap table reconciliation, deal done cleanly.
Explore Our ServicesUnderstand your precise take-home at each deal valuation before executing any term sheet. We model the waterfall, prepare your data room, and ensure your cap table supports, and does not undermine, your deal.
Plan Your Exit Readiness
Waterfall analysis, anti-dilution modelling, and payout schedules across all scenarios, giving investment committees the analytical rigour they require before deal approval.
Plan Your Exit Readiness
We prepare the seller's cap table and data room to institutional standards, clean records, indexed documentation, and full statutory compliance, eliminating surprises in the merger due diligence process.
Plan Your Exit Readiness
We model acceleration, unvested option lapse, and net payout figures, then communicate outcomes clearly and professionally before employees are asked to execute any documents.
Plan Your Exit Readiness
Mergers &Acquisitions deals can be confusing when investors, ESOPs, and preference shares are involved. Equilay helps you understand who gets what before the deal closes.
We connect your cap table with the deal structure, shareholder rights, ESOP pool, and investor clauses so there are no surprises during buyer review.
We prepare your records, documents, and ownership details for merger due diligence, helping buyers review your company with confidence.
We help explain ESOP acceleration, option lapse, shareholder payouts, and distribution schedules so employees, founders, and investors stay aligned.
We support key deal documents such as asset purchase agreement, stock purchase agreement, and merger agreement template review where required.
We handle post-close MCA filings, share transfers, and cap table reconciliation so the deal closes cleanly, supporting a smoother post merger integration for finance and HR teams.
We review your deal structure, indicative terms, and cap table to understand payout dynamics, ESOP implications, and shareholders involved.
We audit and clean your cap table, then build and populate the data room, indexed for easy navigation by the buyer.
We model payouts at multiple deal values, send shareholder notices, handle drag-along, and respond to stakeholder questions.
On close, we handle share transfers, update MCA registers, file statutory forms, and deliver a final reconciled cap table.
Equity knowledge for founders, HR teams, and finance leaders, straight from our advisors.
View all articles →M&A advisory covers everything between deciding to pursue a deal and closing it cleanly, cap table audits, liquidation waterfall modelling, data room preparation, shareholder coordination, and post-close statutory compliance. For companies operating under Indian regulations, this also means making sure ESOP terms, preference clauses, and MCA filings hold up under buyer scrutiny.
Timelines vary by deal complexity, shareholder count, and how clean your existing records are. A well-prepared cap table and data room can shorten due diligence significantly, while unresolved discrepancies or missing ESOP documentation can add weeks. We provide a realistic timeline after reviewing your specific deal structure.
ESOP outcomes depend on your plan's specific acceleration and lapse clauses; some options vest immediately on a sale (single or double-trigger acceleration), others lapse if unvested. We model these scenarios early so employees and founders know exact payout figures before any merger agreement template or term sheet is signed.
Engaging early means we catch cap table or compliance issues before a buyer's legal team, protecting your valuation and timeline. Engaging late, we move quickly to fix what's fixable. Either way, founders get clear payout numbers and a deal-ready data room before sign-off. Book a free consultation to assess where you stand.
Most deal delays trace back to cap table discrepancies, undocumented ESOP grants, or missing shareholder consents surfacing mid-negotiation. A proper merger due diligence checklist catches these early. Left unaddressed, they can lower your valuation, stall the timeline, or give buyers leverage to renegotiate terms late in the process.
An asset purchase agreement transfers specific business assets and liabilities, while a stock purchase agreement transfers ownership of the company itself, including existing contracts and obligations. The right choice depends on tax treatment, liability exposure, and deal structure, your legal and financial advisors should confirm which applies to your transaction.
Typically: share certificates, the shareholders' agreement, ESOP plan documents, cap table records, MCA filings, and prior funding round paperwork. Exact requirements vary depending on your company structure, shareholding type, and applicable laws, which is why we audit your specific records before building the data room.
Post merger integration often gets less attention than the deal itself, but reconciling the combined cap table, updating statutory registers, and ensuring outstanding ESOPs reflect the new ownership structure matters just as much as getting to signing. We support this reconciliation work as part of the close process so nothing is left unresolved once the transaction is final.
Book a free 30-minute consultation. We'll review your cap table and tell you
exactly what needs to be in order before a buyer sees it.