Corporate Lawyer
Corporate Lawyer
1) Intake & matter triage
What to do
Understand client objective: transaction, contract, fund-raise, IPO/listing, routine compliance, internal governance issue, or dispute/litigation.
Identify counter-parties, jurisdictions, corporate form (Pvt Ltd, Ltd, LLP, partnership), any listed-company issues, cross-border elements, and time/urgency.
Collect basic docs: incorporation papers, MoA/AoA, board minutes, shareholder register, financial statements, material contracts, statutory filings, and prior litigation history.
Primary law anchors
Companies Act, 2013 (principal corporate law).
Indian Contract Act, 1872 (contracts).
Income Tax Act, 1961 and Goods & Services Tax (GST) rules (tax due diligence / structuring).
FEMA / RBI rules (cross-border investment, FDI).
LLP Act, 2008 / Partnership Act, 1932 (if non-company entities).
2) Corporate advisory & compliance (day-to-day work)
Key tasks
Corporate governance: convene Board / AGM, draft agendas, notices, minutes; ensure board/committee composition, independent directors, audit committee compliance.
Statutory compliance: annual financial statements, boards’ reports, annual returns, ROC filings, CSR compliance, secretarial audits.
Secretarial work: share allotments, buybacks, issuance of shares, ESOPs, transfer of shares, stamp duty & registration.
Common Companies Act provisions often cited
Section 149 — directors (including independent directors) (Companies Act).
Section 173 — meetings of the Board.
Section 134 — financial statements, Boards’ report and disclosures.
Section 135 — Corporate Social Responsibility (CSR).
Section 188 — related party transactions (RPTs) (requires board/shareholder approval).
Section 185 — loans to directors (restrictive provisions).
Section 241–242 — oppression & mismanagement (remedies under Companies Act).
Section 447 — punishment for fraud.
(These are widely used in day-to-day corporate practice — verify precise wording in statute.)
3) Transactional work (M&A, investments, financing)
Stepwise workflow
Mandate & commercial terms (LoI / term sheet).
Legal due diligence (LDD) — corporate, tax, labour, environmental, litigation, intellectual property, regulatory, contracts, title to assets and ownership chain.
Structuring — asset v/s share deal; tax planning; choice of vehicle (SPV); cross-border structuring (FEMA/transfer pricing).
Drafting & negotiation — SPA/SHA, share purchase agreement, subscription agreements, escrow, indemnity, disclosure schedules, employment / retention agreements, non-compete.
Approvals & filings — board/shareholder approvals, regulatory approvals (Competition Commission, SEBI for listed targets, RBI/FIPB/FEMA filings for FDI), stamp duty, ROC filings.
Closing & post-closing integration / compliance — share transfer, consideration payment, regulatory compliance, post-closing indemnity claims handling.
Statutes & regulators to watch
Companies Act, 2013 (corporate approvals, board/shareholder resolutions).
Competition Act, 2002 — (anti-competitive agreements / abuse of dominance; merger/combination control — notify CCI when thresholds met).
SEBI Act & SEBI Regulations (LODR / SAST / PIT etc.) — for listed companies and substantial acquisitions / takeover obligations and insider trading rules.
FEMA / Reserve Bank of India rules — foreign investment approval, pricing and reporting rules.
Income Tax Act — capital gains, tax clearances, withholding obligations.
4) Fund-raising & securities practice
Core tasks
Equity / Preference subscription documents, convertible instruments, warrants, SAFEs, VC/PE term sheets.
Compliance for listed companies: continuous disclosure obligations, insider trading (PIT Regulations), preferential allotments (Section 42 / 62 of Companies Act), issue of shares, public offerings.
Key regulators/controls
SEBI (Listing Obligations & Disclosure Requirements) for listed entities.
Securities Contracts (Regulation) Act, 1956 (SCRA) and SEBI Regulations for capital market transactions.
Companies Act provisions on private placement, rights issue and allotment.
5) Employment, labour and ESOPs
What to check
Employment contracts, termination clauses, restraint covenants, ESOP plans and documentation, employee stock option trust, compliance with tax withholding on perquisites.
Shop & Establishment / Labour laws compliance if significant workforce.
Relevant laws
Indian Contract Act (employment agreements), Companies Act (ESOP regulatory), Income Tax Act (taxation of perquisites).
6) Insolvency & restructuring
Process & steps
Identify financial distress triggers; advise on corporate insolvency resolution process (CIRP), pre-pack, restructuring or one-time settlements.
If creditor files, handle CIRP can be initiated under Insolvency and Bankruptcy Code, 2016 (IBC) — advise on moratorium, remediation, resolution plan negotiations, claims verification, and voting in CoC.
Key IBC provisions frequently used
Section 7 — financial creditor’s petition for initiation of CIRP.
Section 9 — operational creditor’s petition.
Section 10 — corporate applicant’s initiation.
Section 14 — moratorium on proceedings.
Section 30–31 — resolution plan submission & approval.
Section 238 — overriding effect of IBC.
7) Dispute resolution: civil litigation, arbitration & corporate criminal exposure
Practice points
Prefer arbitration for commercial disputes — draft arbitration clauses carefully and manage arbitrations (seat, governing law, emergency arbitrator, interim reliefs).
For court litigation: suits for shareholders’ disputes, injunctions, specific performance, derivative actions, oppression & mismanagement petitions (Companies Act).
For regulatory/criminal exposure (fraud, securities violations, FEMA contraventions), coordinate criminal/regulatory defence (SEBI/SFO/ED/CBI) with civil strategy.
Statutes & forum choices
Arbitration & Conciliation Act, 1996 — arbitration procedure & enforcement.
Companies Act (Sections 241–242) — oppression & mismanagement petitions in NCLT/NCLAT/High Court depending on subject.
SEBI Act, FEMA, IPC (fraud), Prevention of Money Laundering Act (PMLA) where regulatory/criminal exposure exists.
8) Regulatory investigations & compliance (SEBI / RBI / tax / CCI / other regulators)
Typical steps
If a regulator issues a notice/investigation: preserve evidence, seek internal forensic review, respond to notice within timelines, consider settlement/consent orders where admissible.
Manage prosecutions, show-cause notices and adjudication proceedings; apply for interim reliefs where necessary.
Common regulators & laws
SEBI (for listed entities) — insider trading (PIT), takeover code (SAST), listing compliance.
RBI / FEMA — foreign exchange violations.
Income Tax / GST Authorities — assessments, notices, transfer pricing audits.
Competition Commission of India (CCI) — anti-trust/combination scrutiny.
9) Closing procedures, filings & post-deal compliance
Checklist
File necessary filings with ROC (change in shareholding, DIN changes, charge creation/closure).
Make statutory filings with SEBI / stock exchanges as applicable (share transfers, disclosures).
Ensure tax filings, stamp duty payments and update minute books, share ledgers and statutory registers.
Set up indemnity/escrow mechanisms and dispute escalation matrices for post-closing claims.
10) Practical documentation & due-diligence checklist (key items)
Due-diligence items to collect
Incorporation certificate, MoA/AoA, share register, share certificates, list of promoters/beneficial owners.
Board minutes for last 3–5 years, statutory registers, approvals & licenses.
Financial statements (audited), tax returns, GST returns, loans/charge documents.
Material contracts: customer/supplier/lease/loan/ IP assignments / employment & ESOP docs.
Pending / threatened litigation, regulatory actions, labour claims, environmental notices.
Intellectual property: registrations and assignments.
Real estate title documents, leases, encumbrance certificates.
11) Risk management & governance advisory
Advice to give clients
Maintain compliance calendar and secretarial checklist; adopt internal controls and policies (RPT policy, insider trading policy, anti-bribery).
Train directors on fiduciary duties (duty of care & duty of loyalty), conflicts of interest and board responsibilities.
Recommend insurance (D&O cover), escrow and indemnity structures for transactions.
Key Companies Act provisions on director duties & governance
Section 166 — duties of directors (fiduciary duties / duty of care).
Section 177 — audit committee.
Section 149 — independent directors and their functions.
12) Enforcement, remedies & appellate routes
When disputes go wrong
Civil remedies: injunctions, specific performance, damages, declaratory relief, accounts.
Corporate remedies: oppression & mismanagement petitions to NCLT / Company Law Board (procedural paths), derivative suits where minority rights need protection.
Regulatory appeals / writ petitions: High Court / SAT (Securities Appellate Tribunal) / NCLAT / Supreme Court depending on forum.
Insolvency: for creditors, pursue IBC remedies including initiation of CIRP.
13) Templates & drafting you’ll frequently prepare
Term Sheet / LOI, Share Purchase Agreement (SPA), Shareholders Agreement (SHA).
Subscription Agreement, Escrow Agreement, Lock-in & Restriction Deeds.
Board & shareholder resolutions, Board minutes, notices.
Employment/locking agreements, ESOP plan documents.
NCLT petitions (compromise/arrangement, oppression & mismanagement), IBC claims/ replies, arbitration notices, settlement deeds.
14) Practical tips for Delhi / Indian practice
Coordinate with tax, regulatory and finance teams from the start (structuring is multi-disciplinary).
Engage local counsel for sectoral regulatory matters (RBI, SEBI, CCI) where specialist knowledge helps.
Use strong confidentiality (NDA) and staged disclosure during DD.
Keep one-page executive summaries for boards and clients — judges and boards prefer concise points.
15) Ethical cautions
Never advise or assist in creating false documents, hiding liabilities, or obstruction of regulatory probes.
Disclose conflicts of interest to your client and recuse if necessary.
Keep privileged communications confidential; obtain written waivers before disclosure.