Corporate Commercial


Overview

India has a new Companies Act, (the Companies Act, 2013) which brings a fresh perspective and is in keeping with times.

The new legislation also brings in fresh set of challenges as to interpretation, application, governance standards, CSR requirements, disclosure norms, et al.

We advise public listed companies, private companies, corporate and start up enterprises across industry spectrum on a wide horizon of issues. Our interaction with corporates across various sectors has enabled us to garner rich experience which is invaluable whilst dealing with complex business and regulatory environment.

At Khare Legal Chambers we provide comprehensive full spectrum of advice on corporate issues ranging from strategic expansion plan of the clients such as mergers and acquisitions, expansion plans and implementation, private equity and venture capital investments, joint ventures, demergers etc. to behavioral operations of the clients such as cross border corporate issues, taxation, transfer pricing, protection of investments, securities, insider trading issues, white collar crime, directorial duties, compliance and risk management.

Globalization, socio-eco-political uncertainty, the increased need for accountability, and technology pose major challenges to organisations in today’s changing competitive landscape. A well thought through up-to-date strategic roadmap is vital for growth oriented organisations when balancing short-term performance needs with long-term growth and competitive positioning imperatives.

The Firm is a business law firm which advises clients on their operations to ensure that the clients derive full value of the operations, in line with the ever changing corporate legal landscape. Our team helps the management of companies make acquisitions, investments, divestures, joint ventures, spin-off & strategic alliances. In each case we have the same overriding objective; maximise our client’s returns on the deal. The Firm is client focused, and not product focused. We work with clients to understand their business needs and offer customized solutions.

Strategic / Expansion Plans of our clients

Our team advises the clients on legal and regulatory aspects of the strategic plans of our clients.

Consistent with our approach of “commercial success” for our clients, the Firm delves into the business interest of the clients and effectively address them in the strategic plans of the clients, including but not limited to mergers, acquisitions (strategic, private equity and venture capital investments), schemes of arrangements, divestments, restructuring, winding up and capital raising activities. Being a Law Firm advising business, it is imperative that the Firm invests time in appreciating the business needs of the clients to undertake effective negotiations and deal documentation on behalf of the clients in a merger / acquisition transaction / private equity / Alternative Investment funds / venture capital investment (the business needs of which would differ from the investor and investee’s perspective). We assist you at every stage – right from the inception of the strategic plan till its evaluation and implementation. Drawing on our capability in the competition / antitrust, regulatory, tax and dispute resolution fields, we offer you an integrated service focused around your commercial needs.

The scope of services offered by the Firm in this regard is as follows:

  • Negotiations on behalf of the clients with the counterparties (including investment bankers);
  • Structuring of the deal;
  • Deal documentation;
  • Interaction with regulators, like Foreign Investment Promotion Board, Securities and Exchange Board of India, Competition Commission of India and others.
  • Representing clients before the courts (High Court for scheme of compromise and arrangement etc).

The Firm has a robust competition law practice and disputes practice which provides an added advantage to the clients. We can appropriately guide the clients on enforceability of certain clauses in a deal document, including but not limited to exit rights (like tag along right, drag along right), situs of arbitration and governing law, non compete restrictions, indemnities, representations and warranties. While such clauses may be commercially agreed between the parties, the legal enforceability of such clauses is oft neglected while drafting the agreements. Having a robust disputes and competition law practice, we ensure that the rights guaranteed to the clients under the deal documents is legally enforceable, thereby ensuring the interests of the clients are taken care of.

Behavioural Operations of the client

Law makers in India have provided regulatory agencies with broad spectrum of powers to levy fines on companies and its directors and officers in charge, including criminal sanctions in some instances. Regulators are aggressive in their enforcement actions. In this environment of “doing business in India the right way”, it is imperative for clients to operate in a compliant manner and give signals to the regulators, its shareholders and other stakeholders that regulations are taken seriously.

In view of the above, the Firm helps its clients and its directors navigate through complex and ever changing corporate and other regulatory norms to ensure that the business interests of the clients are adequately addressed. Given this backdrop, we assist our clients with:

(a) Strategic and General Corporate Law Advisory

Clients are advised on prevalent corporate law and international best practices on its operations, including but not limited to advice on annual general meetings, business reviews, directors remuneration, directors indemnification and insurance policies, shareholder rights (including rights of minority shareholder) and share capital. Clients are provided advice and support on all aspects of their requirements – including corporate restructuring, company law, corporate governance, company secretarial, and other legal and regulatory requirements. Given that the corporate landscape of the country is in transition phase with the parallel implementation of the Companies Act, 1956 and Companies Act, 2013 coupled with regulations of securities regulator, competition regulator and sector specific regulator, it is imperative that clients are made aware of the latest best practices in doing business in India.

(b) Corporate Governance Norms

Greater emphasis has been laid down by the regulators on corporate governance norms. We assist our clients to be up to date with corporate governance procedures. We advise on corporate governance issues for listed companies, institutional investors, private equity players, underwriters, board committees, directors and others. We advise on an entire gamut of corporate governance regulations, including investor protection, minority shareholder rights, listing norms, auditors rights and independence, board structure, rights and liabilities of directors and officers in charge, the responsibilities of independent and non executive directors, regulations regarding directors remuneration, listing rules and regulations. The corporate governance sub practice works closely with the disputes team of the Firm to provide a comprehensive service to our clients.

(c) Risk Management

Clients from all sectors are faced with increasingly complex compliance challenges, with the risk of heavy fines, reputational damage, and in some cases criminal prosecution. We advise clients across the full spectrum of risk management and compliance covering all industries, including those operating in regulated sectors. Clients are advised on risk assessments and audits, compliance reviews and developing and testing compliance policies and procedures. We conduct transactional and institutional due diligence reviews, manage internal investigations, and defend companies and individuals in externally driven investigations and enforcement actions.

The Firm covers the full spectrum of risk management/corporate compliance issues like:

  1. Anti-trust and competition
  2. Anti-corruption
  3. Anti-money laundering
  4. Data protection
  5. Environmental compliance
  6. Employment law
  7. Conflicts of Interest
  8. Directors liabilities

Corporate Crimes

What areas do such corporate crimes penetrate?

  • Breach of confidentiality
  • Accounting frauds
  • Mis-statement in numbers
  • Bribery and corruption
  • Insider trading transactions
  • Data theft and dealing in confidential information and trade secrets, etc.

It therefore becomes necessary that persons having access to confidential information should preserve the same. It’s better to have a system in place to prevent such instances rather than scramble once the incident has taken place.

With globalisation, clients must have total visibility on provisions of the Foreign Corruption Protection Act, UK Bribery Act as well as the Indian legislations.

The Firm brings a comprehensive corporate crime practice solution which adds value to your organization.

Lawyers at Khare Legal Chambers understand the prosecution and enforcement function in Indian Legal System and overseas and provide services combined with experience including successful prosecution and defence in such corporate crime matters.

We advise on SEBI investigation, corporate frauds, civil and criminal prosecution, shareholder litigation, false prosecution, asset freezing, suspension and debarment action etc.

Corporate Reach

The Firm provides a wealth of substantive expertise to the practice, in the areas of corporate services, competition law, intellectual property, infrastructure law, EPC Contracts, mercantile and shipping law, and virtually any specialized subject that may be relevant to a particular case. We have presence in Mumbai, Pune and Delhi and affiliation in all major jurisdiction in India & abroad.

Our Firm has an integrated and collaborative international practice bringing together regulatory and other lawyers across jurisdictions to obtain regulatory consents, provide comparative assessments of regulations across jurisdictions and resolve regulatory problems. We regularly advise internationally active clients on a wide range of cross-border issues, among them the implications of taking their products into new countries and regions, the regulatory implications of important acquisitions and transactions and the comparative benefits of selecting particular jurisdictions for carrying on business.

Experience

  1. Banking and Finance
    • Acted as sole advisor for private equity transactions of Rs.781 million infused by a State Utility in its project for expansion of power plant
    • Acting as advisor and Counsel for a yarn Mill for their derivatives transaction dispute
    • Acting for various banks and financial institutions for their high value loan securitization
    • Advising Corporates for derivates & F&O transactions
    • Advising Corporates regarding working capital enhancement facilities
    • Advising a leading financial institution on 6 strategic joint ventures for their client in manufacturing sector
    • Advised a PSU bank on their issues relating to blocked funds in a Letter of Credit due to USA’s embargo on Iran banks. Advised on several complicated issues concerning UCP 600
    • Advising funds on securitization and securitized financial products
    • Acting as advisors and counsel for various companies issues involving financial and securities scam of about Rs. 7,000 Crores (approx.US$ 2.5 billion)
    • Acting as advisors and counsels for banks and financial institutions for securitization, recovering / restructuring of debts
  2. Corporate Commercial
    • Advising one of the largest Japanese conglomerate on their shareholding issues pertaining to their 660 mw power plant in India
    • Advising a leading foods company on their alternate investment fund issues for over Rs. 1200 crores
    • Advised a solar power plant in Maharashtra on their corporate issues, shareholder rights issues & project issues
    • Advising one of largest hotel chain on their India properties for regulatory & corporate issues
    • Advisor to infrastructure consultants for infrastructure projects
  3. Foreign Exchange Management
    • All documentation, advise, consultation and procurement of approvals for Inbound and Outbound investments in India or Overseas
    • All documentation and advising for Joint Ventures and Wholly Owned Subsidiaries in and outside India
    • Handle External Commercial Borrowings and Foreign Currency Convertible Bonds matters with RBI
    • Advising private equity fund houses and venture capital funds for equity infusion transactions in various sectors
  4. Mergers and Amalgamations
    • Due Diligence and Strategic Planning for pre-merger requirements
    • Advising, negotiating and seeking court approvals for mergers and amalgamations of the companies
    • Acted for merger of seven private companies as well as certain listed companies
    • Advised, structured merger transactions, documentation, and had it approved by Court for 4 different (unrelated) companies in the airlines services industries
    • Acted for merger of 2 FMCG companies
    • Acted for merger of companies located in different states in India

*Please note that the experience mentioned above is only representative, some engagements / assignments / instructions cannot be mentioned for reasons of confidentiality.