Corporate and Commercial
Corporate and commercial laws encompass a broad range of legal principles and regulations that govern the formation, operation, and dissolution of businesses, as well as the transactions and relationships between commercial entities. Some key aspects of corporate and commercial laws are:
Formation of Business Entities
- Corporate Law: Governs the creation and operation of corporations, including issues related to incorporation, governance, and shareholder rights.
- Partnership Law: Regulates the formation and operation of partnerships, including general partnerships, limited partnerships, and limited liability partnerships (LLPs).
- Limited Liability Firm (LLC) Law: Addresses the formation and operation of LLCs, providing a flexible structure that combines elements of both corporations and partnerships.
✔ Corporate Governance:
- Establishes the framework for the internal structure and management of corporations, including the roles and responsibilities of directors, officers, and shareholders.
- Covers issues such as shareholder meetings, voting rights, and the fiduciary duties of Firm officials.
✔ Contracts and Commercial Transactions:
- Governs the legal aspects of business agreements and transactions, including the drafting, negotiation, and enforcement of contracts.
- Addresses issues related to the sale of goods, services, and intellectual property.
✔ Securities Law:
- Regulates the issuance and trading of securities (stocks and bonds) in financial markets.
- Imposes disclosure requirements on companies that issue securities to protect investors.
✔ Mergers and Acquisitions (M&A):
- Governs the process of acquiring or merging with other businesses, including due diligence, negotiations, and regulatory compliance.
- Addresses antitrust and competition issues to prevent monopolistic practices.
✔ Intellectual Property Law:
- Protects intellectual property rights, including patents, trademarks, copyrights, and trade secrets.
- Governs the licensing, assignment, and enforcement of intellectual property.
✔ Bankruptcy and Insolvency:
- Deals with the legal aspects of financial distress and insolvency of businesses.
- Outlines procedures for bankruptcy, reorganization, and liquidation.
✔ Consumer Protection:
- Protects consumers from unfair business practices, fraud, and unsafe products.
- Governs advertising, warranties, and other aspects of consumer transactions.
✔ Antitrust and Competition Law:
- Prevents anticompetitive behaviour and promotes fair competition.
- Addresses issues such as price-fixing, market allocation, and monopolistic practices.
✔ Taxation:
- Governs the taxation of businesses, including corporate income tax, value-added tax, and other tax obligations.
✔ Employment Law:
- Regulates the employer-employee relationship, covering issues such as employment contracts, wages, working conditions, and termination.
✔ Environmental Law:
- Addresses the impact of business activities on the environment and establishes regulations for environmental protection and sustainability.
✔ International Trade and Commerce:
- Governs cross-border transactions, import/export regulations, and international trade agreements.
✔ Data Protection and Privacy:
- Addresses the collection, use, and protection of personal and corporate data.
Understanding and complying with corporate and commercial laws is essential for businesses to operate legally and effectively. We provide legal advisory services to cover a diverse range of issues that that may arise in a single corporate transaction, so you can feasibly and confidently operate across numerous jurisdiction and make the most of everyday business opportunities. Our experience extends across numerous sectors and regulatory regimes, including:
Our services
General Corporate Advisory
General corporate advisory services involve providing legal and strategic guidance to businesses on a wide range of issues related to their day-to-day operations, compliance, governance, and overall business strategy. It aims to help companies navigate legal complexities, minimize risks, and achieve their business objectives. Some aspects of general corporate advisory covered by our services are:
✔ Legal Compliance:
- Ensuring compliance with local, regional, and national laws and regulations relevant to the industry in which the business operates.
- Advising on changes in legislation that may impact the Firm’s operations.
✔ Corporate Governance:
- Providing guidance on the structure and functioning of boards of directors, committees, and executive leadership.
- Assisting in the development and implementation of corporate governance policies and procedures.
✔ Contracts and Commercial Agreements:
- Drafting, reviewing, and negotiating various commercial agreements, including contracts with suppliers, customers, distributors, and partners.
- Advising on contract disputes and dispute resolution mechanisms.
✔ Intellectual Property (IP) Protection:
- Advising on the protection and enforcement of intellectual property rights, including trademarks, copyrights, patents, and trade secrets.
- Assisting in licensing agreements, IP portfolio management, and handling IP-related disputes.
✔ Mergers and Acquisitions (M&A):
- Advising on mergers, acquisitions, divestitures, and other strategic transactions.
- Conducting due diligence and assessing legal risks associated with potential transactions.
✔ Corporate Restructuring:
- Providing guidance on corporate reorganizations, restructurings, and changes in corporate structure.
- Assisting with legal aspects of mergers, demergers, and spin-offs.
✔ Compliance Programs:
- Developing and implementing compliance programs to ensure adherence to legal and regulatory requirements.
- Conducting internal audits and risk assessments.
✔ Employment Law:
- Advising on employment contracts, policies, and practices.
- Assisting with employee relations, terminations, and compliance with labour laws.
✔ Data Protection and Privacy:
- Advising on compliance with data protection laws and regulations.
- Developing privacy policies and procedures.
✔ Corporate Ethics and Social Responsibility:
- Advising on ethical business practices and corporate social responsibility initiatives.
- Developing policies related to ethical conduct and sustainability.
✔ Shareholder Relations:
- Assisting with shareholder agreements, disputes, and communication strategies.
- Advising on corporate actions that may affect shareholders.
✔ Litigation and Dispute Resolution:
- Providing guidance on potential legal disputes and representing the Firm in litigation or alternative dispute resolution processes.
✔ Financial Regulations:
- Advising on financial regulations and compliance with accounting standards.
- Assisting with financial reporting and disclosure obligations.
✔ Environmental and Regulatory Compliance:
- Advising on compliance with environmental regulations and sustainability initiatives.
General corporate advisory services are tailored to the specific needs and challenges of each business. With strong understanding of business operations, and industry-specific regulations, our professions provide support to ensure effective corporate governance and legal compliance.
Commercial Contracts
Commercial contracts are legally binding agreements between parties involved in business transactions. These contracts outline the rights, responsibilities, and obligations of each party and help define the terms under which the business relationship will operate. We understand that drafting, reviewing, vetting, negotiating, and finalizing commercial contracts requires careful consideration of the specific needs and circumstances of the parties involved.
Our professionals help in:
✔ Evaluating and identifying the essential elements of commercial contact
- Offer and Acceptance: One party makes an offer, and the other party accepts the offer, creating a mutual agreement.
- Intention to Create Legal Relations: Both parties must intend for the contract to be legally binding.
- Consideration: Something of value must be exchanged between the parties, such as goods, services, money, or promises.
- Legal Capacity: Both parties must have the legal capacity to enter into a contract.
- Legality of Purpose: The purpose of the contract must be legal and not against public policy.
✔ Evaluating, and identifying the type of Commercial Contracts:
- Sale of Goods Contracts: Governs the sale and purchase of tangible goods. The terms may include price, quantity, delivery, and warranties.
- Service Contracts: Outline the terms of services to be provided, including scope, duration, compensation, and performance standards.
- Distribution Agreements: Define the relationship between manufacturers and distributors, detailing the rights and obligations of each party.
- Lease Agreements: Specify the terms under which one party leases property, equipment, or other assets to another.
- Franchise Agreements: Govern the relationship between a franchisor and a franchisee, detailing the rights and responsibilities of each party.
- Partnership Agreements: Establish the terms of a partnership, including contributions, profit-sharing, decision-making, and dissolution procedures.
✔ Evaluating and identifying terms and conditions: Clearly defining the terms and conditions of the contract, including payment terms, delivery schedules, performance standards, and any other specific requirements.
✔ Detailing performance and Delivery: Specifying the conditions under which performance is considered satisfactory and the procedures for acceptance or rejection of goods or services.
✔ Detailing the timeframes and methods for delivery or completion.
✔ Detailing Payment Terms:
Outlining the payment terms, including the amount, currency, and timing of payments.
Specifying any late payment penalties or interest charges.
✔ Detailing warranties and Representations: Including any warranties or representations made by either party regarding the quality, fitness for a particular purpose, or other characteristics of the goods or services.
✔ Identifying, and specifying Intellectual Property Rights: Addressing the ownership, use, and protection of intellectual property rights, including trademarks, copyrights, and patents.
✔ Detailing confidentiality and non-disclosure: Including clauses to protect sensitive information and trade secrets by specifying confidentiality obligations.
✔ Detailing dispute Resolution: Defining mechanisms for resolving disputes, such as negotiation, mediation, arbitration, or litigation.
✔ Specify the governing law and the jurisdiction in which disputes will be resolved.
✔ Specifying termination and Exit Clauses: Outlining the conditions under which either party can terminate the contract and the consequences of termination.
- Including provisions for exit or renewal of the contract.
- Specifying force Majeure: Addressing unforeseen circumstances that may prevent a party from fulfilling its obligations, such as acts of nature, war, or other events beyond the control of the parties.
✔ Specifying Insurance and Indemnification: Specifying insurance requirements and indemnification clauses to allocate risks between the parties in case of losses or liabilities.
Employment Related Contracts/Policies
Employment-related policies are crucial for establishing clear expectations, promoting a positive work environment, ensuring legal compliance, and protecting the interests of both employers and employees. It is important for organizations to regularly review and update their employment-related policies to align with changes in laws, regulations, and business practices. Additionally, employers should communicate these policies effectively to ensure that employees are aware of their rights and responsibilities.
Our professionals provide support in:
✔ Preparing equal Employment Opportunity (EEO) Policy: Ensures that all employees and job applicants are treated fairly and without discrimination based on factors such as race, color, religion, sex, national origin, age, disability, or other protected characteristics.
✔ Preparing anti-Harassment and Anti-Discrimination Policy: Prohibits any form of harassment or discrimination in the workplace and outlines procedures for reporting and addressing such incidents.
✔ Preparing Code of Conduct and Ethics: Establishes standards of behaviour and ethical conduct expected of employees. It may cover issues such as honesty, integrity, conflicts of interest, and the use of Firm resources.
✔ Proving workplace Safety and Health Policy: Outlines the Firm’s commitment to providing a safe and healthy work environment. It includes procedures for reporting hazards, accidents, and addressing safety concerns.
✔ Providing employee Attendance and Punctuality: Defines expectations regarding regular attendance, punctuality, and procedures for requesting time off.
✔ Providing Anti-Retaliation Policy: Ensures that employees are protected from retaliation when reporting misconduct, participating in investigations, or exercising their rights.
✔ Providing Employee Privacy Policy: Describes the Firm’s approach to employee privacy, including the collection and use of personal information, monitoring of electronic communications, and safeguarding employee data.
✔ Preparing Employee Benefits Policy: Outlines the benefits offered by the Firm, such as health insurance, retirement plans, vacation, and other perks. It may also cover eligibility criteria and enrolment procedures.
✔ Preparing Remote Work and Telecommuting Policy: Addresses expectations and guidelines for employees who work remotely, including communication, productivity, and equipment requirements.
✔ Preparing Drug-Free Workplace Policy: Outlines the Firm’s stance on drug and alcohol use in the workplace and may include procedures for testing and consequences for policy violations.
✔ Preparing social media and Technology Usage Policy: Sets guidelines for the use of social media and Firm-provided technology, including acceptable use, confidentiality, and privacy considerations.
✔ Preparing Grievance and Complaint Resolution Policy: Establishes a process for employees to voice concerns, file complaints, and seek resolution for workplace issues.
✔ Preparing Performance Evaluation and Feedback: Describes the performance evaluation process, including criteria, frequency, and the communication of feedback to employees.
✔ Preparing Termination and Separation Policy: Outlines the procedures for employee termination or separation, including notice periods, final pay, and return of Firm property.
✔ Preparing Training and Development Policy: Defines the Firm’s commitment to employee development, including training opportunities, professional development programs, and reimbursement for education.
✔ Preparing employment contracts, and HR, POSH-related and general policies, SOPs, and documents related thereto.
Workforce Restructuring
Workforce restructuring involves making significant changes to an organization’s staffing, often in response to internal or external factors affecting the business. Restructuring may include downsizing, rightsizing, layoffs, or other measures aimed at optimizing the workforce to better align with the Firm’s goals, financial situation, or changes in the business environment. We provide support in:
✔ Assessment and Planning:
- Identify Reasons for Restructuring: Economic downturn, changes in market conditions, technological advancements, or shifts in organizational strategy can be reasons for restructuring.
- Conduct a Workforce Analysis: Providing support to evaluate the current workforce, skills, and competencies. Identifying areas of redundancy or misalignment with organizational goals.
✔ Legal and Ethical Considerations: Understanding and complying with employment laws and regulations. Consider the ethical implications of restructuring decisions.
- Communication: Clearly communicating the need for restructuring, the reasons behind it, and the potential impact on employees.
✔ Timely and Regular updating
✔ Providing legal Compliance: providing legal advice to ensure compliance with employment laws, especially regarding layoffs, severance packages, and employee rights.
✔ Act Compliance: Complying with laws related to employment as per jurisdiction.
✔ Providing Fair Severance Terms: Providing fair and equitable severance packages for employees who are laid off. Considering factors such as length of service and position.
✔ Carrying out post-restructuring assessment.
✔ Furnishing legal support to prevent liabilities
✔ Strategizing restructuring procedures
✔ Providing advisory on layoffs
Corporate Compliance
Corporate compliance refers to the adherence to laws, regulations, and standards that govern the operations and behaviour of a business entity. It involves creating and implementing policies, procedures, and practices to ensure that the organization complies with legal requirements, industry standards, and ethical principles. We understand that effective corporate compliance is essential for maintaining the integrity of a business, mitigating risks, and building trust with stakeholders. We provide support in the following:
- Understanding Applicable Laws: Identify and understand the laws and regulations that apply to the industry and geographic locations where the Firm operates.
- Providing legal consulting
- Developing strategies to mitigate risk
- Providing legal guidance to manage compliance risks effectively.
- Data protection and privacy
- Financial compliance
- Anti-Corruption and Bribery policies
- Due Diligence
- Health and Safety Compliance.
- Workplace Safety Policies
- Environmental Policies
- Documentation and Recordkeeping
- Monitoring and Reporting
- Advising on any other queries related to Companies Act and Secretarial Laws.
Corporate compliance is an ongoing process that requires commitment from all levels of the organization. We understand that by fostering a culture of integrity and compliance, businesses can enhance their reputation, build trust with stakeholders, and reduce the risk of legal and ethical violations.
Privacy and Data Protection
Privacy and data protection are ongoing concerns, and it is pertinent for the organizations to stay informed about evolving regulations and best practices to effectively manage and protect the data entrusted to them. Additionally, individuals should be aware of their rights and take steps to safeguard their personal information in the digital landscape. We provide support in:
- Drafting, vetting, and finalizing memo of opinion on privacy and related issues
- Preparing checklist for data protection compliance (DPDP, 2023), providing GDPR checklist, and furnishing memo of opinion for GDPR compliance.
- Preparing and finalizing info (information) memo on various foreign privacy laws, and providing tailored checklist as per client curated jurisdiction
IP Transactions
Intellectual property (IP) transactions involve the commercialization of intellectual creations through the following aspects:
- Assignment: The transfer of ownership of intellectual property rights from one party to another.
- Licensing: Granting permission to another party to use intellectual property rights for a specified purpose, duration, and often in exchange for royalties or fees.
- Joint Ventures: Collaborative efforts where two or more parties combine their intellectual property assets for a common purpose.
- Mergers and Acquisitions: Acquisition of a Firm for its intellectual property assets or as part of a broader business strategy.
✔ We provide legal opinion and legal support for all the above-described transactions.
✔ We carry out due diligence to assess the legal and financial aspects of the intellectual property, including ownership, validity, and any encumbrances.
✔ We evaluate the technology associated with the intellectual property, and ensure that it meets the intended purpose and is up to date.
✔ We draft agreements and contacts such as,
- Intellectual Property Assignment Agreement: Details the transfer of ownership rights from one party to another.
- Licensing Agreement: Outlines the terms and conditions under which one party is authorized to use the intellectual property of another.
- Non-Disclosure Agreement (NDA): Protects confidential information during negotiations.
- Collaboration Agreement: Governs the terms of joint ventures, ensuring clarity on each party’s contributions and benefits.
✔ We provide support in carrying out IP Valuation:
- Determining the Value: Assess the value of intellectual property assets based on factors such as market demand, competitive landscape, and potential future earnings.
- Royalty Rates: In licensing agreements, determining the appropriate royalty rates based on the value of the intellectual property and the scope of use.
✔ We provide support for enforcement and protection
- Indemnification Clauses: In agreements, define responsibilities and liabilities in case of infringement claims or other issues.
- Monitoring and Enforcement: Implement strategies to monitor and enforce intellectual property rights, such as sending cease and desist letters or taking legal action when necessary.
✔ We provide support in regulatory compliance.
✔ We provide support in record keeping and documentation
✔ We provide support in Export Control Compliance: Address any export control issues related to the transfer of technology or intellectual property across borders.
✔ We provide support in conducting negotiations and representing client during the course of IP transactions
White Collar Crimes Investigation
White-collar crime investigations involve the examination of non-violent, financially motivated criminal activities typically committed by individuals, businesses, or government officials in positions of trust and authority. These crimes are often complex and may involve fraud, embezzlement, insider trading, money laundering, bribery, and other forms of deceit for financial gain. We provide support by:
- Researching and investigating white collar crimes
- Evaluating corporate frauds
- Providing consultancy with respect to corporate frauds
- Establishing clear scope and objectives for investigation
- Aiding in carrying out interviews and interrogations
- Reviewing documents
- Drafting protection policies
- Providing drafts to enhance confidential reporting
- Evaluating and ensuring that all the legal standards as per the jurisdiction are met.
- Preparing for potential legal proceedings
- Strategizing the method for dispute resolution
Dispute Resolution
Dispute resolution refers to the processes and methods used to resolve conflicts, disagreements, or disputes between parties. Various mechanisms exist, ranging from informal negotiation to formal legal proceedings. We practice following aspects of dispute resolution:
- Basic negotiation: Engaging in discussions, and negotiating to reach a mutually acceptable solution.
- Mediation: Providing neutral third party (mediator) to assist the parties to reach voluntary and mutually acceptable resolution, as well as engaging in discussions, and negotiating to reach a mutually acceptable solution.
- Arbitration: Providing a neutral third party (arbitrator) for assistance, as well as engaging in discussions, and negotiating to reach a mutually acceptable solution.
- Litigation: Resolving disputes through the court system, involving legal representation and a judge or jury, as well as engaging in discussions, and negotiating to reach a mutually acceptable solution.
- Collaborative: Resolving the dispute without going to court/ by collaborating, by engaging in discussions, and negotiating to reach a mutually acceptable solution.
- Online Dispute Resolution (ODR): Facilitating resolution of disputes, often in e-commerce or online settings to reach a mutually acceptable solution.
- ADR (Alternative Dispute Resolution) Programs: Helping to establish ADR programs, by combining methods like mediation, arbitration, or ombudsman services, as well as engaging in discussions, and negotiations to reach a mutually acceptable solution.
- Ombudsman Services: Providing impartial third party (ombudsman) to help individuals or employees resolve issues within an organization, as well as engaging in discussions, and negotiating to reach a mutually acceptable solution.
With in-depth knowledge of dispute resolution and related matters, and years of experience in corporate and commercial litigation, our attorneys also provide support through:
- Initiating lawsuits
Evaluating, advising, and providing support to represent corporate and IP lawsuits before all the Courts
- Initiating trade secret litigation (in India)
Trade secret protection confers owners the legal right to prevent the information within their control from being disclosed, acquired, or used by others without their consent in a manner contrary to honest commercial practice. We expertise in evaluating, advising, and strategically prosecuting trade secrets.
- Managing overseas litigation
We are a cohesive team that actively networks and manages cross-border litigation by seeking international counsels/agencies with deep expertise in the areas where you anticipate your Firm needs representation or advice
- Initiating arbitration and mediation proceedings
We aid in providing cost-effective alternatives to a traditional court proceedings.
- Filing Police Complaints and other proceedings before quasi-judicial authorities
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Office 301, Westport, Pan Card Club Rd, Baner, Pune, Maharashtra – 411045