Nepal’s capital markets have expanded rapidly in recent years, marked by a surge of initial public offerings (IPOs) and increasing participation from both domestic and international investors. This growth, coupled with an emerging private equity and venture capital scene, is unlocking new funding avenues for Nepali businesses. Entering the capital markets or undertaking private equity transactions in Nepal, however, requires strict adherence to securities regulations and corporate governance standards enforced by regulators such as the Securities Board of Nepal (SEBON). From disclosure requirements and shareholder approvals to foreign investment caps and exit restrictions, companies and investors must navigate a complex regulatory framework to successfully raise and deploy capital.

Gandhi & Associates offers a market-leading practice in capital markets and private equity transactions, underpinned by our intimate knowledge of Nepal’s financial regulations. Our lawyers have played a role in shaping key securities and insolvency laws, giving us unique insight into regulatory expectations. We advise issuers and underwriters on equity and debt offerings – guiding them through prospectus preparation, SEBON approvals, stock exchange listings, and compliance with ongoing reporting obligations. We also represent private equity and venture capital funds in investment transactions, helping structure deals (equity, convertible instruments, or debt) that comply with Nepali law and protect our clients’ rights. Whether it’s taking a company public, raising a secondary round, or executing a cross-border private equity investment, we combine technical legal skill with commercial awareness to facilitate successful outcomes.

Representative Experience:

•  Advised a regional investment firm on obtaining a merchant banking license from the securities regulator to facilitate capital markets operations in Nepal;
• Advised a licensed capital market intermediary on the divestment of its stake in a domestic payments company, including regulatory clearances and transaction structuring;
• Advised a group of affiliated companies developing small and medium hydropower projects on IPO structuring, regulatory compliance, and disclosure requirements; and
• Advised a hydropower company on structuring a private placement for accredited U.S.
  investors under Regulation D, in coordination with New York-based counsel.