Insights
Notes from the desk.
Long-form writing from Nucleus partners. Fundraise mechanics, term sheets, M&A, valuations, risk and tax. Filter by service line, tag, or author; sort newest or oldest; or search the archive.
Latest: 26 May 2026
Pre-LOI diligence: what to share, what to hold back, and where founders overshare
Before exclusivity, every information disclosure is a negotiating decision. Sellers who share too much give away leverage. Sellers who share too little lose the bid. Knowing the difference is the difference between a market price and a discounted one.
Buy-side searches: building a target list that actually closes deals
Indian PE buyers and strategic acquirers ask for target lists. Most lists are 200 names long and produce zero deals. The lists that work are 25 names long, deeply filtered, and built with cold-outreach math in mind.
The 12-month post-close integration playbook: Day 1, Day 100, Year 1
Seventy percent of post-merger integrations miss their synergy targets. The reasons cluster around Day 1 communication failures, Day 100 system delays, and Year 1 cultural drift. The playbook is well-known. Execution remains the gap.
Reverse merger vs direct sale: when one beats the other for promoter exits
A direct sale is simple and faster. A reverse merger creates listing optionality and partial liquidity. The choice depends on the sector premium, the promoter's residual involvement, and whether strategic buyers actually exist.
The valuation expectation gap: closing the 30% chasm between founder and buyer
Founder anchors at ₹600 crore. Buyer offers ₹420 crore. The 30% gap is the most common pattern in Indian mid-market M&A. The four levers that close it — or don't — decide whether the deal happens.
Distressed M&A under IBC: fast-track resolution and what resolution applicants miss
CIRP timelines are 180 days extendable to 330. Resolution applicants typically pay 30-60% of admitted claims. The economics work — except for the hidden claims, KMP costs, and Section 53 waterfall that most applicants underestimate.
Why sell-side M&A processes fail in India: the five reasons we keep seeing
Twenty percent of sell-side processes don't close. The five reasons cluster around the same patterns — diligence surprises, regulatory drag, management departures, market shifts, and re-trading. Each is preventable.
Reps & warranties insurance in India: when the premium is worth paying
W&I cover is now a real option in Indian M&A. Premiums sit at 1.0-1.5% of policy limit. The question isn't whether it works — it does — but whether the specific deal needs it. Most don't. Some can't close without it.
Cross-border M&A closing: FEMA, CCI, and the 90-day gap between signing and closing
Cross-border deals into India sign in 60 days and close in 120. The gap is the regulatory stack — FDI, FEMA, CCI, sectoral approvals — and the deals that don't plan for the stack often don't close at all.
Carve-out sales: selling a unit without losing the rest of the business
A carve-out is M&A on hard mode. IP separation, employee transfer, shared customers, TSAs, three years of carve-out financials. Each item adds 4-8 weeks. The sellers who plan for the complexity get the price; the ones who don't get the discount.
The working capital adjustment: how 5% of headline price quietly disappears
The SPA lands with a working capital target the founder hadn't modelled. Sixty days later, 3-5% of the headline price has come off the cash at closing. The buyer calls it normalisation. Founders call it sandbagging.
Founder earn-outs in Indian M&A: structuring them so you actually get paid
The buyer bridges the valuation gap with an earn-out. Two years later, 70% of founders find the earn-out underperforms. The structure was wrong from signing — and the founder didn't read the fine print.
Indicative bid to binding bid: what actually happens in those 60 days of exclusivity
The IOI is signed, exclusivity is granted, and the seller feels the deal is done. The 60 days that follow are where buyers re-trade, deals die, and sellers learn that the indicative bid was a starting point — not a price.
The four buyer archetypes in Indian M&A — and why each one prices you differently
A strategic, a sponsor, a roll-up consolidator and a distressed buyer all walk into the same data room. They leave with four different offer letters, none of them comparable on a single multiple.
The first 30 days of a sell-side process: what actually happens
Most sellers think the process starts when buyers see the teaser. It starts three weeks earlier, in the room where we agree what we are willing to sell, to whom, and what kills the deal.