Corporate & Commercial

We handle all aspects of Mergers & Acquisition transactions including cross border & domestic M&A, joint ventures, schemes of arrangements, restructuring & re-organization (for listed & unlisted entities), buy-back of securities & reduction of capital. We structure the transaction based on commercial objectives of the parties, preparing and negotiating the transaction documentation from the term sheet level to final closing of the definitive agreements for arrangement of shares, asset/employees transfer, non-compete agreements and earn out models for the management.

We have wealth of experience in investment routing and tie-ups,we assist in

• Foreign investments via approval and automatic routes
• External commercial borrowings and conversion of debt into equity.
• Foreign exchange remittances/repatriations of funds.
• Advice to foreign clients on private placement of shares and debt instruments.
• Compounding of defaults.
• Establishment of branch office/ Project Office/ Liaison Office by foreign companies in India.

We provide legal counsel in real estate acquisition and in development of large land parcels, ownership and development of land by local and overseas purchasers. We conduct title verification, and draft loan, lease and license agreements. We have experience with leading developers in construction contracts including bidding documents, agreements with sub- contractors, leasing & renting of equipment. Other related activities that we undertake are-

• Collaboration and redevelopment agreements.
• Drafting lease deeds, leave and license agreements.
• Conveyance, re-conveyance, mortgage and other modes of creating security.
• Guiding clients through the regulations governing the acquisition and sale of property in various states and remittance of sale proceeds out of India.
• Real estate litigation.

We provide specialist legal advice to both the borrowers and the lenders in domestic and international financing of transactions, pre-investment due diligence reviews, drafting of agreements andnegotiation support as well as ongoing assistance with regulatory compliance and governance.

We provide adviseon borrowing from banks, financial institutions including due diligence, drafting of final agreements, inter-creditor issues and security creation. Clients include domestic and overseas banks, financial institutions and private equity organizations.

We have had an opportunity to represent both investors and target companies across various sectors, for funding at all levels, whether seed, mezzanine or matured funding, allowing our lawyers to, in turn, mature up and understand the pulse of each transaction as a whole. We have, as counsel to investors or to target companies, over time handled a wide gamut of transactions, each having their own set of distinctive characteristics. This has helped our Private Equity Team to draw on its experiences and assess each and every transaction in its entirety and at its every stratum.

Our services in this area of practice includes conceptualising and structuring the investment, conducting legal due diligence of the Company and sometimes (when representing the Company) conducting a housekeeping diligence for the Company, participating in negotiations from the term sheet stage till closing, preparing, reviewing, negotiating and finalising various transaction documents like Share Subscription Agreements, Share Purchase Agreements, Shareholders Agreement and other documents required by the parties including ancillary commercial documentation advising clients on regulatory aspects and compliances both pre and post investment.

We have extensive experience withprestigious Indian and overseas companies renowned for their HR practices across sectors for drafting of employment contracts/compliances, and national collective agreements. We advise on entire gamut of labour law issues, structuring of stock option plans, employment of expatriates and termination of employment contracts and severances.

We represent companies and their management in social security legislations related disputes with employeesbesides in transfer of employees and restrictive covenants in employment arrangements. Recently, we have developed a niche practice in advising on laws on sexual harassment of women at workplace, constitution and management of Internal Complaints Committees (ICC) and assistance in conducting inquiries and proceedings.

We help clients in thoroughly evaluating their plan, driving competitive advantage and increasing shareholder returns.

We advise for transaction structuring, negotiating, documenting and executing complex commercial transactions including acquisitions, joint ventures, alliances, management buy-outs, buy-ins, fundraisings, stake sale, Initial Public Offerings, Takeovers, merger, de-merger and strategic reviews. We conduct legal due diligence, review/transfer of Intellectual property, licensing agreements, regulation compliance, drafting of share purchase/ business purchase agreement, agreement to sell, and related documentation.