Pre-IPO Capital-Structure Reset Leader

The mandate

The lead bank paused the offering timetable after three cap-table versions produced different dilution, liquidation and control outcomes across preference shares, convertibles, employee options and founder debt. Historic approvals and side letters are dispersed, while new financing is needed within five months. The capital-markets finance executive resigned after the board rejected an unsupported simplification proposal.

The interim must establish onsite Mumbai leadership within ten days and serve for fourteen months through capital reset, financing and offering-readiness evidence. Recruitment of a permanent capital-markets controller begins after shareholder rights and diluted ownership reconcile to one board-approved model, expected by month seven. The successor will lead an investor diligence cycle and one capital committee during six weeks of overlap.

Handover requires a counsel-confirmed instrument register, finance-reconciled cap table, scenario-tested dilution and proceeds waterfall, clean accounting treatment, documented approvals, employee-equity ledger and lender alignment. Two financing scenarios and the selected offering case must reproduce from source. The successor inherits unresolved consents, filing dependencies, investor questions, covenant risks and ownership of the continuous capital record.

The interim may freeze new instrument issuance, reject unsupported cap-table changes, direct finance reconciliation, set evidence gates for fundraising and commit up to ₹22 crore from the approved readiness budget. The board and shareholders approve conversions, amendments, waivers and offering decisions; counsel determines legal rights; bankers control their underwriting views. No unilateral restructuring authority is implied.

Business forecasting outside offering sensitivities, lending operations, product strategy, public-market pricing, legal drafting and tax opinions remain outside scope. The seat owns the financial instrument record, scenario economics, accounting coordination, readiness evidence, stakeholder decisions and permanent succession. Equity compensation does not grant governance rights or alter the interim’s duty to all shareholders.

Why this seat is open

The underwriting pause turned years of imperfect capital records into an immediate financing and credibility issue, followed by executive departure. Founders, investors and employees have economically different preferences, while advisers rely on the company to supply one reliable record. Temporary capital-structure authority can create source-based evidence and operate it through real financing decisions.

What you will own

• Reconstruct every equity, preference, convertible, option and related-party debt instrument from executed source and approval evidence.
• Reconcile legal rights, accounting classification, cash proceeds, ownership and diluted economics without substituting model assumptions for documents.
• Build conversion, financing, down-round, primary offering and secondary-liquidity scenarios with transparent waterfalls.
• Close differences among company-secretarial, finance, tax, investor and bank versions of the capital record.
• Establish issue, approval, valuation, vesting, exercise, modification and cancellation controls for future instruments.
• Govern shareholder and employee-equity questions through documented facts, counsel input and board decisions.
• Transfer the instrument register, cap model, decision history, readiness evidence and open consents through successor-led committees.

Candidate qualifications

• Held executive capital-markets readiness for a venture-backed fintech or technology company approaching a public offering.
• Reconstructed complex preference, convertible, option and shareholder-loan records from incomplete historic evidence.
• Modelled dilution and liquidation outcomes that materially changed financing, conversion or secondary-liquidity decisions.
• Worked with counsel, tax advisers, bankers, investors and employee-equity teams without assuming their authorities.
• Restored a single capital record acceptable to finance, directors and transaction diligence under severe time pressure.
• Handed continuous cap-table and instrument governance to permanent leadership before an offering or major financing.

Non-negotiables

• Can begin onsite in Mumbai within ten days and sustain shareholder and adviser travel through fourteen months.
• Will accept exclusive executive accountability for the financial capital record while legal rights remain counsel-led.
• Brings complex pre-IPO capital-structure repair; fundraising advice or cap-table administration alone is insufficient.
• Must disclose shareholder, lender, banker, fintech, legal-adviser and secondary-market relationships.

1. 49 words maximum. Describe a cap-table inconsistency that materially changed dilution or liquidation economics.
2. 49 words maximum. Which decision belongs to counsel or shareholders rather than the capital-structure executive?
3. 49 words maximum. State your Mumbai availability and the most complex instrument stack you personally reconciled.