CORPORATE PRACTICES

PRIVATE EQUITY AND VENTURE CAPITAL

In the face of a competitive marketplace, private equity investors expect counsels with extensive experience and practical knowledge. The key services offered by our firm are in four broad areas: Private Equity Investments, Venture Capital Investments, Exits by private equity and venture capital investors and private investment in public equities.

Our extensive experience enables us to assist clients in complex private equity transactions. We are involved from the stage of finalising the term sheet and advise on suitable structures. We conduct legal due diligence and advise on legal, regulatory and tax implications. We undertake drafting, negotiating and reviewing documentation related to the investment, closing of the transaction and compliance issues thereafter.

Our sector specific knowledge about the functioning of start-ups enables us to provide focused legal advice to venture capital funds.

MERGERS AND ACQUISITIONS

The liberalisation of the economy in the 1990’s resulted in substantial growth of the Indian economy. With the liberalized policies the practice of mergers and acquisitions has attained considerable significance in the contemporary corporate scenario in India which is broadly used for reorganizing the business entities. We advise and are actively involved in negotiating and drafting the documentation involved in mergers and acquisitions both in India and abroad. We approach transactions with a practical approach handling various issues inherent in an M&A with a group of experienced attorneys.

CAPITAL MARKETS

We provide assistance in raising of capital in private and public companies, takeovers, public issues/offerings, private placements, buy-back, renounceable and non-renounceable rights issues and other Securities and Exchange Board of India related issues. We advise our clients from initial restructuring and due diligence, all the way through the post listing corporate governance. We advise clients on all aspects of capital raising through equity or debt, public or private, domestic or international. We assist clients in domestic offerings including initial public offerings coupled with or without an offer for sale by existing investors, qualified institutions placements and international offerings.

The entire spectrum of services offered by the firm are:

  • Initial public offering (IPO);
  • Qualified Institutional Placement (QIP);
  • Foreign Currency Convertible Bonds ‘(FCCB)”;
  • Takeovers;
  • Rights and Preferential Issues;
  • Public issue of bond and debenture;
  • Buyback of securities;
  • Conducting of legal due diligence and suggesting remedial actions for any irregularities appearing in the result of due diligence;
  • Assisting in preparation of Red Herring Prospectus and Offer documents;
  • Assisting a company, especially portfolio companies of strategic investors, to achieve IPO-readiness;
  • Advising on the overall structure of the offering, including structuring exits of strategic investors, etc, as the matter at hand may demand;
  • Drafting, reviewing and finalizing documents and necessary applications, consents and approvals relating to the offering;
  • Drafting the offer documents such as the draft red herring prospectus, placement document, offering circular or information memorandum based on the nature of the offering at hand;
  • Necessary certification relating to offer documents;
  • Advise on case specific issues of listing and related support in discussions with governmental authorities and the stock exchanges on the matter;
  • Drafting/reviewing and negotiating the underwriting agreement, depository agreement, escrow agreement, etc depending on the nature of the offering at hand;
  • Assisting with the closing of the offering.

INTERNATIONAL AND DOMESTIC LITIGATION AND DISPUTE RESOLUTION

We have in depth knowledge and experience in conducting domestic and international litigation, international and domestic commercial arbitration. We also deal in corporate frauds and white-collar crime/economic offences. We provide practical and achievable solutions for commercial, regulatory and anti-trust litigations.

We focus on the insolvency and bankruptcy laws, especially the Insolvency and Bankruptcy Code. We represent clients before the Supreme Court of India, various High Courts, District Courts, and Tribunals including the National Company Law Tribunal, National Company Law Appellate Tribunal, the Copyright Board, Securities and Exchange Board of India, IPAB, CCI, COMPAT. We represent clients before foreign and domestic seated Arbitral Tribunals, often administered by globally renowned international arbitral institutions including but not limited to London Court of International Arbitration (LCIA), Singapore International Arbitration Centre (SIAC), International Chamber of Commerce (ICC), and International Centre for Dispute Resolution (ICDR- AAA).

We advise and assist clients in investigations, litigations and pre- litigation strategies in areas of white collar crimes/economic offences and represent clients before various investigating agencies including the Enforcement Directorate, Crime Branch, Serious Fraud Investigation office, Special Directorate of Enforcement, Cyber Crime Cell, Securities & Exchange Board of India, Registrar of Companies/Ministry of Company Affairs, etc.

INDIA ENTRY

We provide comprehensive assistance to business entities striving to strengthen, develop and expand their business in India. Our firm provides advisory services relating to the practices involved in setting up of businesses in India, and legal, strategic and finance assistance and guidance involved in this process. We have an experienced team that strives to assist the client in devising a company in India.

Scope of Services:

  • Drafting and review of company incorporation documentation, memorandum & articles of association.
  • Incorporation of a Company/Limited Liability Partnership/One Person Company.
  • Opening of a Branch office and Liaison Office.
  • Assistance in regulatory approvals and tax clearances including opening a bank account in India.
  • Assistance in holding the first board meeting & appointing statutory auditors.
  • Book keeping, company secretarial records, payroll, & regulatory compliances.

HUMAN RESOURCE AND EMPLOYMENT LAWS

We assist clients on issues pertaining to labour/employment issues in matters relating to termination/severance of jobs, layoffs, gratuity, provident funds, and employee’s state insurance etc. We also advise and assist clients on day-to-day queries regarding compliance, operations, obtainment of requisite permissions and approvals from various statutory authorities and filings and maintenance of records.

Scope of Services:

  • Advisory on labour issues, employment contracts, structure of HR issues, and no liability of the key management towards labour laws.
  • Drafting of offer letter, appointment letter, termination letter & employment contracts and other employment agreements.
  • Assistance in various labour law compliances and maintenance of statutory registers.
  • Assisting clients in managing the employment effects of major corporate restructurings and transactions.
  • Drafting and vetting of companies’ human resource policy.
  • Provision of labour law audit services.
  • Handling litigation in cases related to workplace discrimination.
  • Handling cases pertaining to workman, gratuity, maternity, minimum wages and so on sector specific labour law advisory on applicability, compliances, registrations and licenses.
  • Registration under PF & ESI.
  • Registration under Factories Act, 1948.
  • Registration under Shops & Establishment Act, 1953.
  • Registration of Principal Employer under Contract Labour (Regulation & Abolition) Act, 1970.
  • Obtaining trade licenses from local bodies.
  • Professional Tax registration, wherever applicable.
  • Payroll management.

CORPORATE AND COMMERCIAL

The firm has expertise to provide solutions and strategies for a wide range of corporate and commercial that will crop up in today’s complex competitive environment. The firm provides guidance to domestic and international clients on matters relating to general corporate compliance including but not limited to investment regulations, sectoral caps and regulatory issues/compliances. The firm actively advises clients on trade related issues which directly impact foreign investments in India. Such issues may include preferential market access to Indian companies, localization of technology, transfer of technology etc.

The firm advises clients on:

  • Entry strategy;
  • Legal structuring;
  • Assistance in obtaining approval/clarification from FIPB/RBI, or other Governmental authorities, as applicable;
  • Assistance in incorporation of legal entities;
  • Assistance in obtaining various registrations, licenses, approvals, permissions, etc.;
  • Assistance in compliance of various laws/regulations, as applicable;
  • Assistance in secretarial compliance;
  • Assistance in conducting legal audits;
  • Drafting, negotiation and finalization of various vendor contracts, services contracts, etc.

JOINT VENTURES AND TECHNICAL COLLABORATIONS

We advise clients on forming joint ventures, and technical and other collaborations in India. We assist clients in negotiations, due diligence and drafting of agreements.

Scope of Services:

  • Devising unique and commercially viable investment strategies for the entry of foreign companies into India;
  • Creating and implementing innovative and effective structures for JVs including the use of intermediary jurisdictions;
  • Incorporation of the appropriate JV entity including all corporate compliances involved therein;
  • Conducting a legal and corporate due diligence exercise on any existing entities including proposed partners or investee companies;
  • Drafting the investment documentation including joint venture agreements, shareholders’ and share subscription/purchase agreements;
  • Advising on issues relating to licensing or assigning intellectual property to the JV company;
  • Advising the client on human resource laws including assistance in drafting appropriate employment documentation and ensuring compliance; and
  • Advising on exits including by way of sales, buyouts and acquisitions, including post – acquisition cooperation arrangements.



 

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