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How to review an ESOP scheme during legal due diligence – A startup lawyer’s checklist

Learn how to identify red flags in ESOP documentation, validate compliance, and prepare clean reports during investor or acquisition due diligence. This guide assumes a private limited company structure, common for Indian startups. Additional considerations may apply for public or listed companies.

Introduction

I felt my heart race when my friend told me how her client lost their big funding chance overnight. Why? Just because of some problems with their employee stock options (ESOPs).

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