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Joint ventures, FDI structuring, shareholder agreements, board governance, commercial contracts and corporate restructuring — anchored in the Companies Act, 2013, the FEMA framework and the SEBI regulations.
Indian corporate practice is shaped by three statutes — the Companies Act, 2013, the Foreign Exchange Management Act, 1999, and the Securities and Exchange Board of India Act, 1992 — overlaid with sectoral regulators and a body of judicial authority that has rendered governance disputes the most actively-litigated area of Indian commercial law.
The firm advises Indian and international enterprises across the full corporate-life cycle: incorporation, FDI structuring, joint ventures, shareholder arrangements, board governance, commercial contracts, restructuring and exit. The work spans MSMEs and start-ups through to large foreign-invested enterprises.
A shareholders' agreement is read on the day it is signed and again on the day it is breached. The drafting must hold up to both readings.
Equity and contractual joint ventures, anchor and minority arrangements, board-construction and reserved-matters frameworks.
Inbound investment under FEMA NDI Rules 2019. Press Note 3 (2020) compliance for land-bordering countries. Sector caps and approval routes.
SHAs, SSAs, share-purchase agreements, reserved matters, drag/tag, ROFR/ROFO and exit waterfalls.
Director duties, board procedures, audit-committee compliance, independent-director responsibilities and conflict resolution.
Distribution, agency, franchise, master-services, supply, technology-licensing and EPC agreements.
Schemes under Sections 230–232 of the Companies Act, share buy-backs, capital reductions and group reorganisations.
Joint-venture mandates are negotiated at three levels at once: the JV Agreement itself, the constitutional documents (Memorandum and Articles of the JVCo), and the operational agreements (technology licence, supply, off-take, services). The firm's work has covered Sino-Indian JVs, Italian-Indian manufacturing tie-ups, Singapore-routed structures and family-business consolidations. Each JV requires a deal-board map, a deadlock framework, an exit waterfall and a dispute-resolution architecture that can withstand the ten-year horizon a typical JV operates over.
The FEMA Non-Debt Instrument Rules, 2019 govern inbound investment into India. The 2020 amendment (Press Note 3) requires prior government approval for any investment from an entity of a country sharing a land border with India. The firm advises on:
The firm's SHA practice is built on three propositions. First: the SHA must be enforceable in Indian courts. Second: the constitutional documents (the Articles) must mirror the SHA's binding clauses, otherwise the dual-document architecture will fail at the point of enforcement (Vodafone v. RBI; Cruz City v. Unitech). Third: the dispute-resolution clause must be tested for arbitrability in light of the Vidya Drolia and Cox & Kings line of authority.
Director-duty and governance work runs from board-procedure advice to independent-director protection in contested transactions. The firm advises on Sections 166 (duties), 184 (interest disclosure), 188 (related-party transactions), 197 (managerial remuneration), and the audit-committee framework under Section 177. For listed companies the SEBI (LODR) Regulations, 2015 add a layer of compliance that the firm reviews for board members regularly.
Commercial contracts are drafted to be performed, not merely signed. The firm's drafting protocol covers obligations, conditions precedent, representations and warranties (with standalone indemnification provisions), termination architecture (for cause, for convenience, for material adverse change), governing law and dispute-resolution clauses, and force-majeure provisions structured around the post-Energy Watchdog reading of the Indian Contract Act, 1872.
Restructuring under Sections 230–232 of the Companies Act, 2013 covers schemes of arrangement, mergers, demergers, capital reductions and share buy-backs. Each scheme requires NCLT sanction and (where applicable) regulatory clearances from SEBI, the Income Tax authorities, the CCI and sectoral regulators. The firm's restructuring work covers both stand-alone schemes and schemes that form part of an M&A transaction.
Corporate work is read once at signing and many times in dispute. Drafting for both readings is the discipline.