Commercial Transactions

We provide legal services in relation to equity funding, debt funding, project financing, impact financing, philanthropic funding, revenue-based funding, issue of convertible notes, stock options, sweat equity, buy-backs, secondary transfers and shareholders’ exit.

A. Deal Structuring – Advising on structuring commercial transactions, including cross, border transactions, flips, reverse-flips, outcome-based financing, share swap transactions, acquihires, and drafting of legal opinions, memos and schemes, as required.

B. Legal Documentation – Drafting, reviewing and advising on commercial contracts and policies, including term-sheets, shareholder agreements, share purchase agreements, subscription agreements, partnership agreements, indentures of mortgage, lien documents, etc.

C. Due Diligence – Conducting legal due diligence on for-profit as well as non-profit organizations, including for investors and donors; and generating due diligence reports, specific observations and recommendations.

D. Deal Advisory & Management – Advising and representing ‘buy side’ or ‘sell side’ of commercial transactions, including private equity, venture capital, debt capital, mergers, acquisitions, cross border transactions, share swaps, shareholder exits and buy backs.

E. Alternative Investment Funds – AIFs are investment vehicles constituted under the Securities and Exchange Board of India (Alternative Investment Fund) Regulations, 2012. These are privately pooled funds and are largely used to invest in Start-ups and MSMEs.

F. Capital Markets – The Indian capital markets are regulated by the Securities and Exchange Board of India (SEBI). SEBI regulates commercial transactions involving listed companies; and seems to be exploring the same for non-profits in India by introducing social stock exchange.

Area Of Practice

  • Competition Law – The set of regulations known as competition law are designed to eliminate market distortion brought on by commercial transactions promoting anti-competitive corporate behaviour; and administered by the Competition Commission of India (CCI).
  • Contract Law – This area of law deals with creating and upholding contracts and is mostly elaborated under the Indian Contract Act, 1872 and may include some special legislations like the Transfer of Property Act, 1882, the Sale of Goods Act, 1930 and the Intellectual Property Law.
  • Corporate Law – Corporate law refers the set of laws regulating the structure, functioning and relationship of corporations, organizations and businesses. It may sometimes be referred to as business law, company law or enterprise law.
  • External Commercial Borrowings – ECBs refers to commercial debt raised by Indian entities for commercial purposes, from foreign entities. It is regulated by the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999.
  • Foreign Direct Investment – FDI refers to investments made by foreign entities in Indian entities and is subject to the FDI Policy of India, as revised from time to time. It is regulated by the Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999.
  • Micro Small & Medium Enterprises – MSMEs are specifically identified under the Micro, Small and Medium Enterprises Development Act of 2006, and regulated by the Ministry of Micro, Small and Medium Enterprises. MSMEs are generally engaged in production, manufacture, processing, or preservation of goods and commodities and are entitled to various schemes to promote their growth.
  • Non-Banking Financial Companies – NBFCs are special companies licensed to operate as financial institutions that may be allowed to raise money, lend money, accept deposits or engage in microfinance, and the like. Though NBFCs do not hold a banking licence, they are regulated by the RBI.
  • Start-ups – Department for Promotion of Industry and Internal Trade (DPIIT, formerly DIPP) defined certain early-stage entities as ‘start-ups’ and launched multiple schemes to promoter their growth. Our start-up practice focuses on provision of curated services for such early-stage entities.
  • Trusts & Societies – Apart from non-profit companies, trusts and societies have evolved as common structures to carry out non-profit work in India. Creation, structuring and compliance for most trusts and societies may be under the Indian Trusts Act, 1882 and the Societies Registration Act of 1860, respectively. Certain trusts and societies may also be subject to local state-specific regulations.