Corporate & Commercial

Our business is really simple. When you look at a deal and its structure looks like an octopus or spider, just don’t do it – Timothy Sloan

Today, the world is closer than ever before and businesses need to keep pace with the changes and developments around them generally, and specifically in comparison with their competitors. At LexCounsel we understand the expectations of our clients and urgent requirements of their businesses and our availability to advise at crucial times, with precision and speed.

Our corporate and commercial practice includes:

  • Mergers, acquisitions, amalgamations, buy-outs, arrangements with creditors, reorganisation and restructuring. Our members regularly advise on and coordinate complex transactions, address regulatory requirements, tax implications and anti-trust issues and assist in due diligence investigations/regulatory audits, risk assessment, transactional structuring, asset and employee transfers, and relevant documentation. We also assist in post transaction compliances and contract management issues;
  • Business organisation Entry strategies into India, strategic alliances, representation in joint ventures, business partnerships, technical collaborations, project offices, branch offices and incorporation and assistance in setting up business operations in India;
  • Regulatory, investment and licensing approvals, foreign equity restrictions and caps, investment and divestment, exchange control regulations, remittance and repatriation of foreign exchange, acquisition of businesses and assets outside India, offshore investment vehicles and special purpose vehicles;
  • Exit options, minority protection, shareholders disputes and other contentious corporate issues;
  • Representation before regulatory and adjudicating authorities including Ministry of Corporate Affairs/Registrar of Companies, Company Law Board, Reserve Bank of India, Foreign Investment Promotion Board, etc.
  • Commercial contracts Structuring and documenting diverse relationships, advise on contractual obligations and liabilities, enforcement, remedies and reliefs;
  • Advise on Corporate Governance issues; and
  • Corporate maintenance; statutory and secretarial compliances.

Notable Representations

  • IVM Intersurer B.V., in its investment in Toffee Insurance group engaged in selling insurance products through a proprietary web platform. 
  • ‘Healthians’ in raising USD 7.5 million in multiple rounds of funding from various different resident and non-resident investors. Also assist the client on its day to day corporate matters such as compounding application with the RBI, review and finalization of agreements with vendors and service providers, collaboration agreement with YES Bank for undertaking healthcare initiative. 
  • G4S Securities, advised G4S Securities group entity on foreign exchange control regulations as well as customs regulations applicable to export remittances and on risk mitigation strategies adopted by entities in view of advance authorizations and licenses requirements. 
  • Hindustan Coca-Cola Beverages Private Limited, advise on foreign exchange laws of India and other applicable laws and assisting the company in the structuring for setting-up merchandise kiosks for sale of branded merchandise from the company’s factory and corporate office premises. 
  • Invictus Fund Singapore in sale transaction of equity shares held in Authorgen Technologies to iTutor.com. 
  • Autus Capital Mauritius Ltd., in its collaboration with a UK based investment fund for undertaking research activities and launching additional international funds. 
  • Bain Capital in conducting a pharmaceutical regulatory due diligence of an Indian entity as part of global takeover. 
  • Elero GmbH, a German based group in its internal corporate restructuring involving transfer of shares of Indian subsidiary. 
  • LeapStart Trust and its trustee company in closure of the fund and in-specie distribution of assets amongst the contributors to the fund. 
  • Capital Ventures Private Limited, represented with their investment in a real estate company engaged in construction of residential township in Gurugram, Haryana. 
  • AkzoNobel India Limited, advised on foreign exchange regulations of India and RBI master directions concerning receipt of payments against export and making payments against imports. 
  • World Learning Inc., advised with corporate advisory and advise on immigration laws for its employees in India. 
  • Macmillan Publishers Private Limited, advised and assisted on labelling requirements for its book packs. 
  • Biryani Blues chain of restaurants on its corporate advisory matters including in its arrangement with Oyo Kitchen India Private Limited for supply of food in the rest house/hotels operated by Oyo, advised on deferment of loan EMIs in view of the relaxations and moratorium granted by the Reserve Bank of India on account of COVID-19 pandemic. 
  • The Sachdev Group, advice concerning relaxations and moratorium granted by the Reserve Bank of India on repayment of loans in view of the COVID-19 pandemic. 
  • Kamonohashi Project, Japan, a non-profit organization, advised on its collaboration/partnership with different NGOs in India, advised on the Foreign Contribution (Regulation) Act, 2010. 
  • Lord Of The Fries, Australia in review of Master Franchise Agreement and in conduct of a limited due diligence of potential franchisee. 
  • Best Group Holding LLP in its Technology License and Technical Assistance Agreement with a Netherland based company on various software applications including hardware offering a Cloud based service and operations platform along with a smart charging controller for Electric Vehicles charge infrastructure.