CORPORATE COMMERCIAL ADVISORY

The regulatory environment in India is complex and dynamic with an increasing demand for governance, disclosure and transparency across all areas of corporate functions. There has been a surge in the need for devising systems to support clients to meet the standards of good corporate governance. With numerous multinational companies intending to expand their operations in India, SAMAYA LAW CHAMBERS advises clients on a broad spectrum of corporate and commercial work and focus their energies on finding viable sustainable solutions, bespoke to a client’s needs and requirements. SAMAYA LAW CHAMBERS extend the full spectrum of the firm’s interdisciplinary resources to its clients and thus combine industry and specialist expertise with exceptional transactional skills and a vast experience in M&A processes.

Every business, regardless of industry, can benefit from a corporate structure review to, among other things, ensure tax efficiency and limit legal liability. To be most effective, corporate planning must be done in anticipation of future events, rather than as a reaction to current events. The firm can help you determine the appropriate corporate structure for your business based on your specific goals and needs. We have a leading M&A practice with comprehensive experience in acting for both sellers and acquirers in private as well as public transactions. The firm has the experience and expertise in providing a practical approach and strategic guidance to companies on governance issues, corporate compliance and advice on how to best protect themselves from legal issues that could adversely affect their business operations.

The Firm’s multi-disciplinary corporate and commercial team advises clients on foreign investment regulations in India, setting up and doing business in India and abroad, joint ventures and collaborations, mergers and acquisitions, business restructuring, statutory compliance audits, due diligence, government approvals and clearances, Scheme of arrangements for Merger, De-mergers and Amalgamations; Asset Purchase/ Business Purchase; Public and Private Takeovers and Joint Ventures and Foreign Collaborations Strategic investments.

SAMAYA LAW CHAMBERS services includes structuring of the transaction in line with applicable guidelines and regulations, assisting in review, drafting, negotiating and execution of the transaction documents such as term-sheet, business purchase agreement, business purchase agreement, shareholders agreement, voting rights agreements, non-compete agreement, non-disclosure agreement, escrow agreement, scheme of arrangement, stock swap agreement, employment agreement, transition agreement and others. The firm assists in drafting, filing and coordinating the regulatory approvals and consents process and provides post-closing support in the in the form of integration planning, risk mitigation, restructuring board, listing agreements compliances, etc. It also provides regular advisory services in relation to day-to-day operational corporate commercial matters.

The firm offers comprehensive legal advice concerning the regulatory landscape and best practice for corporate governance matters and assists clients with implementing new governance statutes, rules and regulations; evaluating disclosure issues; investigating allegations of wrongdoing; and responding to civil, administrative or criminal actions.

From an institutional investor perspective, SAMAYA LAW CHAMBERS also recognize and advise investors on the importance of governance as a mechanism for monitoring the actions, policies and decisions of corporations in order to achieve an alignment of interests among stakeholders.

SAMAYA LAW CHAMBERS brings with it an extensive and thorough understanding of issues relating to Companies Act of 1956 and 2013, FEMA Rules & Regulations, SEBI & RBI guidelines, Foreign Direct Investments and Compliances of the applicable laws and the Indian Contract Act of 1872, and all related laws, regulations and guidelines issued by Government, RBI, SEBI and other concerned authorities. The Firm also assists clients in developing and meeting Corporate Governance benchmarks which are essential for business performance and market integrity.

JOINT VENTURES & COLLABORATIONS

SAMAYA LAW CHAMBERS represents and advises several relevant and marquee entities on joint ventures and private equity transactions.

We have acted for clients in various cross-border acquisitions of Indian companies and have also advised purchasers, sellers, vendors, vendees, lenders, investors and financial advisors.

The firm advices with a view to arriving at an investment model that provides the client with the most beneficial commercial structure and addresses regulatory requirements.

We also have significant experience in structuring joint ventures, mergers and acquisitions across states in India, navigating clients through numerous location specific issues.

Our portfolio covers sectors including infrastructure, information technology, media and entertainment, advertising, manufacturing, consumer products, life sciences, financial services, healthcare, pharmaceuticals and other service sectors.

MERGERS & ACQUISITIONS

SAMAYA LAW CHAMBERS has a leading M&A practice with a comprehensive experience in acting for both sellers and acquirers in private as well as public transactions and advising clients on international and domestic mergers and demergers, share swaps, stock and asset purchases, mergers (amalgamations) through court schemes, joint ventures, restructuring and spin-offs.

The firm excels in providing innovative and all-inclusive advice aimed at maximising value for our clients. We handle the various, corporate, litigation, employee benefits, tax, environmental, competition, intellectual property, and other issues related to these transactions.

We support our clients through each stage of a transaction, from due diligence, to finalisation of structure, preparation, negotiation and finalisation of transaction documents, post-acquisition integration and transition.

The Firm handles a full range of M&A transactions including acquisitions and divestments – of shares, assets and businesses (by private, public and listed entities); schemes of arrangement, mergers, demergers, and amalgamations; leveraged buy-outs; sale and purchase of distressed assets and restructurings, including capital and debt restructuring, buy-back of securities, and reduction of capital.

DISPUTE RESOLUTION – ARBITRATION AND LITIGATION

SAMAYA LAW CHAMBERS dispute resolution practice area covers a wide and challenging spectrum of Courts/Judicial Authorities, including but not limited to, the Supreme Court of India, Bombay High Court, Company Law Board (CLB)/National Company Law Tribunal (NCLT), Arbitral Institutions, Securities Exchange Board of India (SEBI), Securities Appellate Tribunal (SAT) and various other statutory/quasi-legal authorities etc. The team at SAMAYA LAW CHAMBERS has assisted clients before various regulatory and criminal investigation agencies, including Central Bureau of Investigation (“CBI”) and Economic Offences Wing (“EOW”) in relation to white collar crimes.

The firm adopts a pragmatic approach in all matters to reduce procedural delays and has successfully advised clients in pre-litigation stages keeping in mind client’s commercial requirements, which has immensely benefited clients.

The firm's expertise and experience has proved to be of distinct benefit to its clients requiring urgent legal advice. By pursuing the most appropriate ad-interim/interim reliefs in given circumstances, the firm works with client’s interests in the forefront aimed at obtaining amicable commercial settlement at an early stage.

Our team possesses well proven expertise in handling complex litigation and arbitration matters, technical as well as industry specific aspects and constantly aim towards achieving optimum results on demanding timelines. The team also specializes and undertakes comprehensive legal research and preparation for matters of alternative dispute resolution. The firm attends to domestic litigation, domestic arbitration and international arbitration. SAMAYA LAW CHAMBERS provides client-oriented, cutting edge, cost-effective legal expertise in a variety of practice areas. The client-centric philosophy of the firm is characterized by the attention paid by its team closely supervised by the respective Partner to achieve the clients’ objectives, clear and prompt client communication, and a continuous awareness of the cost/benefit trade-offs that are inherent in any legal representation.

The caliber and efficiency of SAMAYA LAW CHAMBERS legal expertise is primarily the result of its committed partners and associates having outstanding experience, education, and training who are committed to achieve the most appropriate legal solutions for clients in a timely and economical manner.

STRUCTURED FINANCE, STRESSED ASSETS, BANKING & FINANCE

SAMAYA LAW CHAMBERS advises a multiplicity of clients’ being multilateral and international financial institutions, non- banking financial companies, concessionaires, foreign portfolio investors (investing under the corporate debt route), mutual funds, private equity funds, alternative investment funds, and government bodies in relation to advice towards corporate finance, structured finance, d, securitisation, regulatory advice, and product documentation and standardisation.

COMPLIANCE, BRIBERY, ANTI-CORRUPTION, WHITE COLLAR CRIMES

SAMAYA LAW CHAMBERS has significant experience in advising clients on anti-corruption laws in India including advising and aiding on legal issues and corrupt practices investigations by both internal and/or external agency.

We have advised several large corporations on anti-corruption related matters, ethics policies and good governance including drafting internal ethics policies and codes of conduct for clients. We also assist several clients with internal investigations on fraud and non-compliance.

The team at SAMAYA LAW CHAMBERS has assisted clients before various regulatory and criminal investigation agencies, including Central Bureau of Investigation (“CBI”) and Economic Offences Wing (“EOW”) in relation to white collar crimes.

From time to time, the lawyers in the firm have assisted and participated in internal training sessions and workshops organised by its corporate clients on the subject.

FOREIGN INVESTMENT & EXCHANGE CONTROL

SAMAYA LAW CHAMBERS has successfully assisted many multi-national corporations in creating their presence in India and has advised across sectors (including highly regulated sectors from a foreign investment perspective inter-aliacredit information, financial services, pharmaceuticals, insurance, retail e-commerce) on the changing regulatory environment with respect to foreign investment.

We regularly advise our clients looking to create business synergies through international tie-ups either through equity investments or technology tie-ups.

We also work closely with regulators across industries, to ensure compliance.

INTELLECTUAL PROPERTY

Our expertise lies in the traditional forms of intellectual property such as trademarks, copyrights and patents as well as non-conventional areas of intangible property like geographical indications and industrial designs.

Apart from litigation and enforcement, we also regularly advise on non-contentious matters (including cross-border) involving transfer and use of intellectual rights such as copyright acquisitions, franchising models, trade mark licenses, technology transfer and software development agreements.

REAL ESTATE

SAMAYA LAW CHAMBERS  offers market-leading advice across a broad range of practice areas where real estate transactions are involved.

We also have significant expertise in drafting and negotiating conveyance deeds, lease deeds, other tenancy arrangements, financing documents, creation of security and associated documentation and advising on stamp duty and registration related issues.

Our real estate practice covers various participants in the sector, including investee companies.

The firm advices various investors on their investments in Indian companies, including on due diligence of property, Indian foreign direct investment policy, exchange control regulations, structuring investments, corporate, regulatory and tax issues, drafting definitive documentation, negotiations and closure of transactions.

REGULATORY AFFAIRS

SAMAYA LAW CHAMBERS provides a wide range of regulatory assistance services including filing and procuring regulatory approvals, compliance, advice on various regulatory matters, establishment of new market participants and our lawyers have extensive experience in dealing with a broad spectrum of regulators and a variety of regulatory issues and have a consistent track record of procuring regulatory approvals of varying degrees of complexity, for both domestic and foreign clients.

Some of the regulators include The Foreign Investment Promotion Board, Competition Commission of India, Reserve Bank of India and Securities and Exchange Board of India, Bombay Stock Exchange, National Stock Exchange and Insurance Regulatory and Development Authority.