Business Laws for In-House Counsels Course in Vadodara

• Sole proprietorship as a business structure for startups
• Structuring of a family business

Optimal structure for family business

Taxation issues

Partition and family settlement

• Structuring a Partnership/LLP

Co-founders agreement;

Basics of Partnership and partnership deed, registration procedures, dissolution;

Basics of LLP and LLP Agreements, incorporation steps, annual and periodic compliances, winding up.

• Structuring a company

One person company

Advantages of company

Steps for incorporation

Annual compliances

Conversion of business from one form to another

MCA processes for inspection and clarifications

• Non-profit businesses

Procedure and key issues for incorporation of a trust/society / non-profit company

Tax benefits for a non-profit entity

Structuring of a non-profit entity

• Startups and Early stage businesses

MSMED Act: Advantages of registration and registration process;

Money recovery procedures for startups;

Dispute resolution mechanisms;

Benefits under SME procurement policy;

Sample disclosure is to be made under the MSMED Act.

• Appointment of advisors and remuneration models

Advisor’s agreement;

Strategic communication for issuing advisor options.

• Key takeaways

How to draft partnership deeds and LLP agreements;

Drafting memorandum and articles of association of companies;

Process for the incorporation of partnership, company, and LLP;

How to start a non-profit venture and process for claiming various government incentives for non-profits;

Advisor agreement;

All about shell companies.

• Accounts for business

Elementary accounting and record-keeping for various forms of business entities (for a person who is not trained in finance);

Accounting and the Law;

Financial planning for a business.

• Corporate taxation

Corporate income tax;

Tax deduction at source;

Taxation of software;

Minimum Alternate Tax (MAT);

Taxation of software products and SAAS companies;

Tax on the issue of capital (e.g. equity, bonus shares, and convertible instruments) to different entities;

Transfer pricing and related concepts.

• Goods and Service Tax (GST)

Indirect taxes: Introduction to GST

How to determine GST applicability to you;

GST Framework - Dual GST, State GST, Central GST, Integrated GST

GST Registration Process (Who should register and when, registration process, Consequences of non-registration)

Advantages of working with GST-registered companies/vendors

How to calculate GST rates for your products/services;

Best practices for GST invoices;

How to make GST payments

Input tax credit law;

Composition scheme in GST;

How to obtain GST refunds and rebates;

Exemptions from GST;

Compliance requirements and filing of returns;

Impact of GST on import-export transactions.

• Introduction to corporate governance: how does a company manage its activities;
• Corporate governance and Board of Directors;
• Appointment of Directors, Roles of Directors, Director’s liabilities;
• Independent Director – Appointment, roles, and liabilities
• Meetings, different types of company meetings Board Meetings, Committee Meetings, Shareholders’ meetings;
• Can board and shareholder meetings be held through video conferencing;
• Guidance note for meetings of the board of directors;
• Sample board calendar for listed entities;
• Repatriation of profit, Divisible Profits and Dividend;
• Managerial Remuneration
• An outsider's guide to dealing with a company?
• Related party transactions
• Regulation of listed companies
• A Primer on Governance of Foreign Companies Doing Business in India
• Corporate Fraud and Protection Mechanism under the Companies Act 2013
• Corporate Social Responsibility
• Strategic Insights from Cyrus Mistry’s Exit from Tata Sons
• Case Study on McDonald’s on governance in joint ventures.
   

• Contract Drafting Essentials- Elements of a contract
• How to become proficient at drafting contracts- drafting guidelines and checklists
• Pointers and checklists to ensure a risk-free contract
• Boilerplate clauses – Importance and customization
• Negotiation essentials – Important points that every entrepreneur or his advisor should know, Negotiation soft skills
• Inclusion of commercial intent in contracts
• Negotiating and drafting sample agreements – Non-disclosure agreements, shareholders’ Agreements, Commercial leases
• How to draft a notice (for an extension, waiver, termination, renewal, breach, force majeure, etc.) under a contract.
• Additional benefits
• Periodic Webinars from general counsels, law firm partners, senior government officers, and successful businessmen;
• Sample Agreements, checklists, application forms, and documents;
• Industry updates from top law firms in India and Silicon Valley

Part A (Raising investment – Angel rounds, VC & PE deals)
Introduction to raising investment – financial and strategic investment;

• Business structuring and investment;
• Seed funding and basics of incubators; 
• Angel investments and regulation of angel funds;
• Steps in an investment transaction – negotiation, drafting, and legal strategy;
• How do you conduct due diligence?
• Understanding non-disclosure agreements (NDAs);
• Understanding capitalization table and term sheets
• Private placement process
• Transfer of shares
• Dealing with multiple investors
• Shareholders Agreements and how to negotiate them;
• Exit issues in investment transactions;
• Advanced issues – Private equity, PIPES transactions, Strategic investment, and Joint ventures.

Key takeaways

• How to negotiate shareholders agreements and term sheets (with case studies);
• How to negotiate shareholders agreements with investors;
• How to conduct due diligence.
   

• M&A Transaction structures - stages, consideration, and contracts required for each type of transaction;
• Payment of consideration in M&A transactions;
• Impact of Ind AS and GAAR on M&A transactions;
• Elements to be included in a scheme of arrangement;
• Law on cross-border mergers - the impact of PoEM and thin capitalization rules;
• Role of Directors of acquiring and target companies;
• Slump Sale;
• Takeovers of listed entities;
• Exemptions granted by SEBI under the Takeover Code;
• Drafting a scheme of arrangement of mergers and acquisitions;
• Implications of demergers;
• Drafting business transfer agreements.

• M&A structures and how to choose an optimal structure
• Internal vs. External structures
• How to draft a scheme of arrangement
• Securing shareholder and lender consent
• Takeovers of listed companies
• Role of directors of acquiring and target companies
• Exemptions from takeover code granted by SEBI
• Cross-border acquisitions
• How to acquire control without acquiring shares
   

• Essential issues in loan agreements;
• How do you raise investments or loans to finance a business?
• Types of credit facilities and issues in loan agreements;
• Documents to be executed in loan transactions;
• Discussing different types of covenants;
• Raising debt financing – syndicate loans vs. single bank loans;
• Bank guarantees and securities;
• Introduction to FEMA, various types of bank accounts in India, handling and remittance of foreign exchange, current and capital account transactions;
• External commercial borrowings, raising finance by a non-profit entity from foreign sources;
• Essential issues in the loan agreement;
• Understanding syndicated loans;
• Important clauses in a Syndicate Loan Agreement.
   

• How to avoid disputes and drainage of resources through courtroom battles;
• Arbitration, negotiation, arbitration clauses in contracts;
• Arbitration and conciliation process;
• Introduction to commercial mediation proceedings;
• Arbitrability of disputes;
• Types of arbitration;
• Stages at which court intervention is possible;
• Procedure for challenge or arbitration award;
• Structuring arbitration for speedy and fair resolution;
• How to develop a dispute settlement strategy;
• International commercial arbitration;
• Arbitration in case of micro, small, and medium enterprises;
• How to use anti-suit injunctions in international transactions;
• Understanding negotiations in a dispute resolution;
• Negotiations with the government and large enterprises;
• Enforcement of Indian and International awards.

• Legal structure governing the Internet, electronic contracts, and digital signatures;
• Essential Information Technology Contracts
• Offenses under the Information Technology Act
• Data protection under Indian law
• Electronic evidence and the law
• Intermediary liability and compliance
• Payment gateways and legal documentation
• Cloud computing agreements and End-User License Agreements (EULA), privacy issues on the Internet
• Outsourcing contracts
• Net neutrality
• Understanding online payment transactions
• Data Protection and privacy law
• GDPR and related topics
• Personal Data Protection Bill 2019
• How to draft a privacy policy
• Steps to deal with online intellectual property infringement
   

• Introduction to Intellectual Property
• Copyright: Copyright Act, Rights available to the copyright owner, Originality and Idea-Expression dichotomy, infringement of copyright, Exceptions to infringement (including fair use), Copyright prot
• Patents: Patent Act, components of a patent application, international patent registrations, rights available to patent holders, requirements of novelty, inventive step and industrial application, pro
• Trademark Act: Registration of trademark, steps for international trademark registration, rights available to the trademark owner, Goodwill, different types of marks such as service marks.
• Monetization of intellectual property – Licensing and franchising agreements.
• Trade secret law, employment contracts, and protection of software.

• Labor legislations
• Employment agreement
• Executive employment contracts
• Employees and IP
• Labor law compliances
• Legal forms of incentives and perquisites
• Structuring ESOP & ESPS
• Intellectual property and employees
• Non-compete agreements, non-disclosure agreements
• Employee sharing/deputation
• Attrition management
• Trade licenses and step-wise approach to obtaining a trade license

• Introduction to government procurement
• Principles and framework for government procurement
• Legal basis of tenders – Article 14 and promissory estoppel
• Rules and procedures governing procurement of goods and services for central government departments
• Essential terms in a bid document
• Public-Private Partnerships, EPC Contracts and Concession Agreements
• An overview of bidding methodology that the Government may adopt and the legal principles relating to the same – such as competitive bidding, first-come-first-serve, sealed bids, auctions, and tenders
• Legal compliances typically insisted upon by the Government for evaluating eligibility criteria of bidders
• Prohibition of unfair bidding practices – a discussion on bid-rigging
• Reservations for startups and SMEs.

• Litigation strategy for money recovery suits
• Labor and employment litigation
• Civil litigation and contract enforcement
• Consumer litigation strategies for consumer-facing companies
• GST litigation
• When to opt for a writ under Article 226 and SLPs
• How to prepare a litigation management dashboard
• How and when to communicate with CAs, CS, other compliance team
• How and when to train internal members.
   

• Business communication
• Preparation for the Interview 
• Presentation Skills

• Resume Writing