If you’re into VC, PE, or cross-border M&A, this matters more than you think. The new Draft Rules 2026 aim to simplify things… but they also throw in new landmines. Pricing? It’s no longer negotiable; you must match fair market value exactly. No room for earn-outs or control premiums. That’s a big deal for dealmakers. Also, the 10% FDI/FPI threshold now applies to everyone; even unlisted firms and LLPs. That means early-stage investors might suddenly face SEBI compliance headaches. And hybrid instruments? Their legal status is now tied to accounting standards; which could create chaos for startups using convertible notes. Plus, 'control' is now defined as just 10% voting rights; even if you’re a passive minority investor. The draft leaves out entire sections; like employee stock options and escrows; leaving gaps regulators need to fill. This isn’t just paperwork; it’s a rewire of how India does foreign deals. If you’re funding a startup, buying a company, or investing abroad; read this carefully. The rules may change, but the impact won’t wait.