Corporate



    Corporate

    Legal Cult corporate practice is centred around transactional and legal advisory services concerning day-to-day business, regulatory issues, corporate and governance affairs. We advise on legal issues concerning inbound and outbound investments, strategic alliances, collaborations and corporate restructurings. From restructuring, mergers and acquisitions (including those in the public space) to private equity and joint ventures, we advise clients through all stages of complex and marquee assignments. We assist our clients in dealing with diverse corporate governance and compliance issues including FCPA /Anti-Bribery/Anti-Corruption investigations.

    Our corporate practice is organised around 10 service lines. Our clients include multinational corporations, large Indian businesses (in private, public and joint sector). We work closely with in-house counsel, investment banks, consulting and accounting firms. We work with multilateral agencies and policy making institutions on development of policy and legal frameworks. We assist and counsel start-ups and venture backed companies by drawing upon our deep understanding of how technology companies are incorporated, financed, and grown.

    Anti-Corruption and Corporate Investigations

    The white-collar enforcement and regulatory regime in India has evolved significantly in recent times, in tandem with an overall global increase in scrutiny on white-collar crimes and corporate governance. Some recent developments include the (Indian) Companies Act, 2013 introducing the offence of fraud with stringent disclosures and penalties, the introduction of the Companies (Auditor’s Report) Order, 2020, and the 2018 amendment to the Prevention of Corruption Act, 1988. Parallelly, with the increasing extra-territorial reach of the Foreign Corrupt Practices Act, 1977 (FCPA) and the UK Bribery Act, 2010 (UKBA), foreign enforcement authorities are placing emphasis on corporate actions in context of corruption and fraud, and companies across the world are under heavy scrutiny. There is an upward trend in enforcement actions and corporates realize the need for to take cognizance of impending risks and undertake adequate preventive and corrective measures against compliance violations and corporate fraud.

    To effectively and comprehensively augment its full-service legal offerings, JSA has a well-established and extensive White-Collar Crimes and Investigations practice. We assist domestic and multinational corporates with internal investigations and fact-finding exercise along with advice on white collar crimes such as corruption, bribery, misgovernance, fraud, misconduct, money laundering, cybercrime, embezzlement and all other economic offences. We also advice on ancillary matters such as employment issues and data privacy concerns. Legal Cult white-collar practice provides comprehensive and end-to-end assistance and advice, from internal governance concerns to litigation, for global and domestic corporations alike.

    We also assist in compliance diligence as part of M&A and PE transactions and vet corporate entities for compliance with anti-corruption laws and best practices. We conduct internal investigations into claims of misconduct, fraud and other such matters. Having worked on diverse matters related to compliance investigations under the (Indian) Companies Act, 2013, India leg of FCPA and UKBA matters, whistle blower investigations and advisory solutions to implement a comprehensive ethics framework, we have both an in-depth understanding of the sector as well as the skills required to deliver effective and regulation specific legal counsel.

    We prepare, design and review corporate compliance programs; policies, practices, and procedures on anti-corruption and whistle-blowers, codes of governance, ethics, and conduct; and internal controls. Legal Cult also conducts training programs and sessions on anti-corruption laws and whistle-blower policies, code of conduct and ethics, internal controls for the board of directors, key managerial personnel, executives, managers, employees, agents, and other appropriate third parties, in diverse formats such as one-on-one training, seminars, workshops, and off-sites.

    Competition Advisory – Competition Law

    Our well-regarded team regularly advises on transactions and investigations involving abuse of dominance, anticompetitive agreements and merger filings arising from global / domestic mergers and acquisitions, since the formative phase of Indian Competition Law and Policy.

    The Team Works Closely With The Competition Commission Of India For:

    1. Drafting statutory regulations; and
    2. Representing the Indian competition law fraternity at various competition seminars, workshops, and advocacy / public awareness programs across the world.

    The team has been instrumental in shaping the competition law jurisprudence in India and has represented clients in varied sectors such as energy, pharmaceuticals, shipping, automotive, civil aviation, broadcasting, agri-based manufacturing, electronic payments, film production and distribution in:

    1. Cartels and abuse of dominance (including abuse by dominant government departments) for complainants as well as alleged cartels participants/ opposite parties before various fora including the Competition Commission of India (CCI), the National Company Law Appellate Tribunal (NCLAT), the High Court and the Supreme Court
    2. Complex merger filings including multi-jurisdictional filings involving foreign multi-nationals

    Further, the team routinely advises clients on competition law issues as well as devises and conducts competition compliance programmes for clients in various industries, including energy, chemicals, pharmaceuticals, consumer products, on-line advertising, IT majors, sugar, automotive, payment systems, cement, petroleum products, tyre manufacturers, shipping, civil aviation, ophthalmic glassware, multimodal logistics and packaging.

    We argue our own matters before the Director General (DG), CCI, NCLAT and High Court, and routinely work with international law firms in handling the India leg of global transactions.

    General Corporate Advisory – General Corporate Commercial

    Legal Cult corporate practice team, comprising more than 300 lawyers, has market leading reputation in advising clients on complex, high stake, domestic and multi-jurisdictional transactions. Our one-national-practice structure enables our dedicated team across our offices located in different parts of India to work together and use its in-depth experience and understanding of the industry to develop and deliver solutions best suited to a client’s requirements.

    Legal Cult has advised various clients representing nearly every sector of industry on a broad spectrum of legal issues through all stages of corporate commercial transactions. Additionally, we also advise on day-to-day legal issues concerning commercial & business affairs, legal structuring of commercial arrangements, corporate legal affairs, formation of legal entities in India and overseas, corporate transactional matters, commercial contracts and documentation. Legal Cult also handles a gamut of employment matters including Contracts, ESOPs, Benefits, Disciplinary Actions and Termination.

    The corporate practice team at Legal Cult works to render commercially viable strategies and pragmatic solutions for its varied clientele. For over a period of almost three decades Legal Cult has gained prominence amongst both Indian and International clients and takes great pride in its team’s ability to consistently deliver effectively and efficiently.

    We regularly advise on policies, laws and regulations in relation to:

    1. Structuring of investment vehicles
    2. Inbound and outbound investments
    3. Exchange control regime
    4. Strategic alliances and collaborations
    5. Technology transfers & licensing
    6. Technical assistance & services arrangements
    7. Governmental & regulatory compliance and approvals
    8. Telecom licensing & technological collaborations
    9. Artificial Intelligence & Machine Learning and their partnerships with different sectors
    10. Payment systems and FinTech products/service offerings

    Joint Ventures

    Legal Cult has substantial expertise in advising on a wide range of joint venture structures and strategic alliances. We have represented and assisted several Indian and International corporations in structuring and negotiating their joint venture agreements.

    Our team draws on its understanding of domestic and international laws and utilises its vast experience in cross-border transactions to provide advice on commercial, strategic, regulatory and tax issues involved through all stages of the joint venture transaction. Our team works to maximize the value added to our clients and minimize the incidence of regulatory pitfalls.

    The wide scope of work includes:

    1. Advising on entry of foreign companies into India
    2. Advising at all stages of the joint venture transaction, from planning to the incorporation of the joint venture company and addressing related legal compliance;
    3. Creating strategically viable methods of investment best suited to the client’s needs;
    4. Conducting due diligence and assisting in counterparty negotiations
    5. Drafting definitive agreements including share purchase agreements and shareholder agreements
    6. Advising on exits including by way of IPO, takeovers and third party sale; and
    7. Advising on incidental matters relating to intellectual property rights, licensing, antitrust, tax and employment issues.

    Private Equity and Venture Capital

    Legal Cult provides legal services to Private Equity (PE) funds across the full range of their operations and activities, besides International and Domestic Venture Capital entities.

    The PE practice represents both investors and investee entities in diverse sectors. We are actively involved in legal and governmental issues affecting the Private Equity & Venture Capital industry on a national level, including legislative & regulatory matters, and provide ongoing support, advice and views to the various committees of Securities & Exchange Board of India (SEBI).

    The PE practice complements and works closely with our Investment Funds practice to provide legal advice on several aspects including:

    1. Onshore & Offshore structuring and formation of funds in India and overseas and enabling tax-efficient modes of investing in India;
    2. Investment structures to ensure compliance with Takeover regulations, Insider Trading Regulations;
    3. Representation of funds, either alone or as lead members of a syndicate;
    4. Drafting applications for regulatory approvals and liaising with regulatory authorities, including SEBI / RBI registrations and compliance;
    5. Drafting offer documents for the raising of funds;
    6. Due Diligence of prospective investee companies and targets;
    7. Negotiation assistance from term sheet stage till closing;
    8. Assisting in downstream investments;
    9. Advising on ongoing activities of portfolio companies;
    10. Assistance with exit strategies and implementation thereof;
    11. Assisting in structuring and setting up Advisory and Asset Management companies;
    12. Advising investee companies on issues relating to receiving venture capital and Private Equity investment;
    13. Negotiations & drafting of transaction documents including investor agreements, share subscription/purchase agreements, joint venture agreements and shareholder agreements;
    14. Documentation & overall transactional support, including working closely with regulators like the Reserve Bank of India (RBI), the Foreign Investment Facilitation Portal (FIFP) and SEBI
    15. Structuring incentives and sharing of the ‘carry’ for fund managers & research analysts.

    Business Structuring and Restructuring – Insolvency and Restructuring

    Legal Cult has diverse and substantial expertise in the field of insolvency and restructuring. Our corporate recovery and restructuring practice works closely with the Dispute Resolution practice and is widely recognised as market leader in this field. The team consists of more than thirty lawyers in the Banking & Finance and Dispute Resolution practice serving clients pan India on insolvency and restructuring matters.

    It advises both lenders and borrowers in restructuring and refinancing their loans including through asset reconstruction, restructuring as per the Revised Framework for Resolution of Stressed Assets issued by the Reserve Bank of India and other available schemes of arrangement.

    In addition to the wide scope of work mentioned here, Legal Cult wide experience in capital markets & securities, M&A, projects & infrastructure and real estate, combined with the diverse sectoral expertise enables the firm to provide seamless service and in-depth legal advice and solutions to complex insolvency and restructuring matters.

    The wide scope of work includes:

    1. Formulating strategy on debt restructuring and corporate restructuring
    2. Options and strategies in the event of counterparty insolvency or financial distress
    3. Advising financial creditors, operational creditors, corporate debtors and insolvency professionals on all aspects, including general corporate and commercial laws, specific insolvency law advice, and legal due diligence on the company’s affairs, debts, and assets
    4. Advising potential acquirers or sellers of distressed businesses or assets, whether through statutory insolvency, pre-packaged sales or in financially distressed situations
    5. Advising directors and officers on the risks that arise for them in periods of financial uncertainty or actual or impending liquidation
    6. Filing applications with NCLT and preparing claims to be filed with insolvency resolution professionals
    7. Preparing and reviewing the resolution plan
    8. Implementation of the plan, including drafting the restructuring documentation, advising on a stake sale, business or asset transfer
    9. Representing clients before NCLT, NCLAT, High Courts and the Supreme Court

    Employment

    Legal Cult has a team of experienced Employment Law specialists who work with clients from a wide range of sectors, to tackle local and cross-border, contentious and non-contentious employment law issues. Our lawyers have extensive experience in handling complex and often politically sensitive employment-related matters.

    Our Key areas of advice include:

    1. Advising on boardroom disputes including issues with directors, both executive and non-executive
    2. Providing support for business restructuring and turnaround transactions, addressing employment and labour aspects of a deal, to minimize associated risks and ensure legal compliance
    3. Providing transaction support with reference to employment law aspects of all corporate finance transactions, including the transfer of undertakings, transfer of accumulated employee benefits of outgoing employees to a new employer, redundancies, and dismissals.
    4. Advising on tax issues related to Employment restructuring
    5. Advising on compliance and investigations, including creating Compliance Programs and Policy, Compliance Evaluation Assessment and Procedure Development and providing support for conducting internal investigations into alleged wrongful conduct
    6. Advising on issues ranging from contract worker rights to general contractual issues; obtaining licenses and registrations under the Contract labour (CLRA) statue
    7. Advising on the procedure for disciplinary inquiry and rights of a delinquent employee
    8. Advising on hiring, remuneration, taxes, executive compensation and termination of employees.
    9. Conducting employment audits to evaluate legal compliance. The structure of our audit revolves around the applicability of best practices, proactive positioning, and planning for the future
    10. Designing, documenting, reviewing, and operating all types of employee benefit plans and arrangements, including incentive, bonus and severance programs
    11. Advising on international employment issues, including immigration, residency, social security benefits, taxation issues, Indian laws applicable to spouses and children of expatriates, and other legal requirements that arise when sending employees to India and recruiting from India, including body shopping situations
    12. Conducting background checks and making sure that our client’s investigative procedures comply with laws and contractual obligations
    13. Advising several multinationals and domestic clients on Covid 19 related policies including downsizing, salary reductions and work from home issues and policies including in context of statutory implications of telecom Laws

    Legal Cult offers extensive and varied training programs for employers to ensure that they are meeting their compliance obligations. We guide employers through structural changes and provide advice in respect of issues relating to employee severance, employer-employee relations, policy matters, trade unions, and employment disputes.

    Legal Cult also has significant experience in assisting employers to ensure that they provide focused and proactive counseling to comply with the obligations placed on employees under the prevention of sexual harassment regime in India. We advise and assist clients in cases involving sexual harassment at the workplace, intra-office consensual relationships, including drafting of prevention of sexual harassment (POSH) policies, participating in POSH proceedings, conducting training for employees as well as Internal Complaints Committee members, and acting as external members of POSH Committees.

    Infrastructure

    Today, an increasing number of construction projects have regional and international dimensions. The broadening of the marketplace brings new risks and challenges. Legal Cult's experience ranges across the entire spectrum of public and private-sector development and construction activity.

    Legal Cult has vast experience in dealing with these issues and provides advise to clients to address issues arising in relation to building or engineering projects. We also provide legal advice on varied aspects of construction and engineering law and undertake contentious (Litigation, ADR, and Arbitration) and non-contentious (Advisory) work.

    The Firm provides legal advice on all aspects of Turnkey Projects, Infrastructure Projects and other heavy construction works including EPC Contracts, Supply Contracts, Installation & Commissioning Contracts, Design & Build Contracts, Joint Bidding & Joint Venture Agreements.

    Legal Cult advises, among others things, on:

    1. The exploration, development and production stages for oil and gas blocks across India
    2. Power generation (hydro, thermal, gas-fired renewable energy) and transmission projects including ultra mega power projects and establishing electricity transmission lines across the country
    3. Mining projects
    4. Township development projects
    5. Transportation projects in highways, metro rail, ports, and airports
    6. Our teams advise on issues arising before, during or after execution of the contract works. The Firm has helped various clients in managing complex projects and has advised/represented them on a variety of claims.

    Mergers and Acquisitions

    Our commercial and innovative approach and ease in interactions, resonate with clients eager to do business in India. Our clients include large Indian industrial houses and multinational corporations across industries. We work closely with in-house counsels, investment banks and accounting firms to achieve seamless implementation of any M&A transaction.

    Ranked among the leading M&A advisors in India, JSA draws upon its experience of working on transactions across industries and all sizes to provide integrated solution-oriented advice.

    Our one-national-practice structure is a dedicated team of intelligent and talented M&A lawyers and robust infrastructure of well-equipped offices across important locations in India enables us to provide cost and time efficient services to our clients.

    We handle the full range of M&A transactions, including:

    1. Acquisitions and divestments – of shares, assets and businesses (by private, public and listed entities);
    2. Schemes of arrangement, mergers, demergers and amalgamations;
    3. Leveraged buy-outs and management buy-outs;
    4. Tender and exchange offers;
    5. Sale and purchase of distressed assets; and
    6. Restructurings, including capital and debt restructuring, buy-back of securities and reduction of capital.

    Our sector-focused approach to work allows us to interact with diverse M&A clients and address the transactions in a more scientific manner with sector experts bringing to bear their experience. We are, therefore, well equipped to identify commercial issues specific to the sector and can assist the parties in reaching a resolution on various deal terms more effectively. Our rich history in India over two decades allows us to understand and translate the regulator’s approach to transactional issues, country risks where applicable, and forecast economic sector issues that may be relevant to a transaction.

    We have the experience to provide end-to-end advice and assistance, including advising on high-level structuring issues, conducting legal due diligence, participating in negotiations, drafting necessary documentation such as MoUs, term sheets, share purchase agreements, business transfer agreements, implementation agreements in case of complex transactions, corporate resolutions, schemes of arrangements, preparing requisite court applications and petitions, representing before the National Company Law Tribunals, High Courts and other statutory authorities such as the official liquidator, and the regional director of the Department of Company Affairs, and assisting with signings and closings.

    The M&A practice collaborates with other practices and service lines, including competition laws, compliance, environment, employee and social benefits, among others so that a holistic approach is adopted to handle the transaction and we are able to provide effective guidance to clients. Our internal cross-practice area training also ensures our lawyers are constantly abreast of changes at a ground level, and allied considerations are well accounted for in lending to deal perspectives on behalf of the client.

    Tax Services

    Legal Cult offers a broad range of tax services, both direct and indirect, in which it combines insight and innovation with industry knowledge to help businesses remain compliant as well as competitive. The Tax practice offers the entire range of services to multinationals, domestic corporations, and individuals in designing, implementing and defending their overall tax strategy.

    DIRECT TAX ADVISORY

    Broadly, Legal Cult provides the following Direct Tax services to its clients:

    1. Tax Advisory services including structuring of foreign investment in India, grant of stock options to employees, structuring of domestic and cross-border transactions, advising on off-shore structures for India-focused funds and advise on contentious tax issues under domestic tax laws such as succession planning for individuals and family settlements.
    2. Transfer pricing including review of transfer pricing issues in intra-group services and various agreements, risk assessment and mitigation of exposure in existing structures and compliances and review of Advance Pricing Agreements (APAs).
    3. Litigation and representation support before the concerned authorities and before the Income Tax Appellate Tribunal, various High Courts and Supreme Court of India.

    INDIRECT TAX ADVISORY

    Our indirect tax service offering includes:

    1. Review of the business model and supply chain
    2. Determination of applicable taxes and availability of tax benefits/exemptions
    3. Analysis of applicability of schemes in the Foreign Trade Policy
    4. Advice on incentives granted to EOUs, STP units or SEZ units, etc.
    5. Litigation and representation support before the concerned authorities and before the Income Tax Appellate Tribunal, various High Courts and Supreme Court of India.
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