Structured products legal advisory
Our structured products legal advisory covers the documents and rules behind products whose returns are linked to a market index, a share price or another reference. We review term sheets and disclosures for issuers and distributors, and help investors who believe a product was mis-sold. We are a law firm and do not design, sell or recommend products.
Last updated 23 August 2026 · VIVS Legal, Sanpada, Navi Mumbai
- Products
- Market linked debentures, bank derivative products, fund strategies
- Regulators
- SEBI and RBI, depending on the product
- Investor complaints
- Seller first, then RBI Ombudsman or SEBI SCORES
- Our role
- Legal review and disputes; no product advice
- How we work
- From Sanpada, Navi Mumbai, and online
On this page
What is a structured product?
A structured product combines a debt instrument with a derivative, so that what you get back depends on how an underlying asset performs. In India the most common forms are market linked debentures (MLDs) issued by companies and NBFCs, and structured deposits or derivative-linked products offered by banks to wealthier clients and companies.
Structured products regulations in India
| Product | Main regulator and rules |
|---|---|
| Market linked debentures | SEBI: the Issue and Listing of Non-Convertible Securities Regulations, 2021 and SEBI's circulars on MLDs |
| Bank-offered derivative products | RBI: directions on over-the-counter derivatives, including suitability checks for retail users |
| Structured strategies inside funds | SEBI: AIF or PMS regulations, depending on the vehicle |
| Investors resident abroad | FEMA rules on what NRIs may subscribe to |
Tax treatment matters too: since 2023, gains on MLDs are taxed as short-term capital gains whatever the holding period. Your tax adviser should confirm the current position under the Income-tax Act, 2025.
Term sheet review: what we look at
- The payoff formula, and whether the examples in the term sheet match it.
- The words used about capital: 'principal protected' means something specific and depends on the issuer paying.
- Issuer and credit risk, and what happens on default.
- Early redemption, call options and valuation terms.
- Fees and how they reduce the return.
- Dispute resolution clause and governing law.
Structured products legal advisory for issuers and distributors
For issuers and arrangers we review offer documents, risk disclosures and scenario analysis for consistency with SEBI's requirements. For distributors we look at sales material and the records that show the product was suitable for the client. Many later disputes turn on what the client was told and what the file shows, so the record-keeping is as important as the document.
Was the product mis-sold to you?
Investors who suffered losses often ask whether they can recover them. The legal questions are whether the risks were disclosed in writing, whether the product was suitable for you given what the seller knew, and whether the documents you signed were explained. The route depends on who sold it:
- A bank: complaint to the bank, then the RBI Integrated Ombudsman, or a civil claim.
- A SEBI-registered intermediary or listed MLD: the intermediary's grievance cell, SEBI's SCORES platform, and SEBI's online dispute resolution.
- Large or complex claims: arbitration under the agreement or a civil suit.
Keep every document, email and message from the time of sale.
How we work with you
- Documents. Term sheet, offer document, application form and correspondence.
- Review. A written note on the legal terms, disclosures and risks in the documents.
- Drafting or response. Revised disclosures, a reply to a regulator, or a complaint.
- Dispute. Ombudsman, SCORES, arbitration or court, as the case needs.
We work from Sanpada, Navi Mumbai, and online. Related pages: AIFs, PMS and fraud risk management.
Frequently Asked Questions
Still have a question?
Speak with our legal team about your matter with clarity and confidence.
They are listed debt securities whose returns depend on the performance of an underlying such as an equity index. They are regulated by SEBI under the rules for non-convertible securities and its circulars on MLDs.
No. Protection of principal depends on the issuer being able to pay at maturity. If the issuer defaults, the protection may be worth little. Check the issuer's credit rating and the exact wording.
Yes. Complain to the bank first. If you do not get a satisfactory reply within the time allowed, you can approach the RBI Integrated Ombudsman, or pursue a civil claim where the amount or facts call for it.
For investors, a review is worth it before large commitments or where the term sheet is hard to follow. For issuers and distributors, legal review of disclosures and sales material reduces the risk of regulatory action and later disputes.
No. We are a law firm and give legal advice on documents, disclosures and disputes only.
Need Legal Assistance?
Get a consultation from our legal team today.