We are practicing criminal, civil, real estate, commercial, IPR, cyber, consumer disputes, family court, domestic violence etc trials and prosecutions before all forums including Trial Courts and Tribunals, High Courts and Supreme Court of India. Department
Corporate law solutions and transaction support
Mergers and acquisitions
Foreign direct investment and overseas direct investment
Pr
ivate equity and venture capital investment
All intellectual property rights
Litigation – civil and criminal
International and domestic alternate dispute resolution
Employment laws and industrial relations
Business ethics and corporate governance solutions
Corporate legal training and management development
Limited liability partnership laws
Compliance, regulatory and professional legal compliance
Competition and antitrust laws
International laws, WTO
Hotel, leisure and food safety laws
Pharmaceutical and healthcare
Information technology
CSR, non-profit, trusts and societies
Consumer/investor protection laws
Securitisation law and capital markets regulations
Real estate
Taxation
Online legal advice and services
Our areas of expertise include:
Films & Music: Drafting of agreements, including talent agreements with (screen-writers, film directors, actors, composers, production designers), advising and resolving issues related to title, production and post-production, trade unions, distribution, motion picture industry negotiations and general intellectual property issues especially relating to copyrights and trademarks
Television and radio: Advice related to broadcast licensing and regulatory issues and general intellectual property issues, especially relating to copyright
Theatre: Drafting rental agreements and co-production agreements, and advising on other performance oriented legal issues
Multimedia: Advice related to software licensing issues, information technology law, and intellectual property issues
Publishing and Print Media: Advising on issues related to advertising, author agreements and intellectual property, especially relating to copyright
Visual Arts and Design: Including fine arts, issues of consignment of artworks to art dealers, moral rights of sculptors regarding works in public places; and industrial design, issues related to the protection of graphic design elements in products
The team also assists clients in matters related to defamation, personality rights and privacy rights issues
We are both domestic and international clients, through the web of regulatory compliances and legal aspects of employment and labour law. Our extensive experience includes a full spectrum of non-litigation and litigation advice in all types of labour and employment related matters including the following:
Advising and Counseling:
We advise employers in all areas of day-to-day personnel practices and employee relations matters, including discrimination and harassment issues, layoffs and plant closures, interpreting and applying employment policies and legal requirements for specific personnel decisions, conducting and supervising internal investigations, counseling on appropriate actions to minimize risk of liability and negotiating and preparing employment contracts and separation agreements. HR Documentation: Our Firm’s attorneys are familiar with the pitfalls that may arise in HR documentation and therefore our Firm provides speedy and concise advice on a variety of HR documents. Besides our Firm’s attorneys are adept in advising as well as drafting:
Offer letters, employment agreements for key employees as well as non-key employees
Employee Non-Disclosure, Non-Compete and Non-Solicit Agreements
HR sharing- Secondment and Deputation Agreements
HR policies and manuals
Closure Notices and Letters
Consultancy Agreements
Termination Letters, Severance Letters and Release Agreements
Show cause notices
Contract Labour Agreements
Review of MOU with Trade Unions
HR Audit
Employee Training Bonds
Employee Handbooks / Manuals:
Our Firm’s attorneys understand that an employee handbook is not merely a code of conduct but an employee’s guide to appreciate organisation’s mission, vision, values and work-culture, and assimilate them with employees’ personal goals and aspirations. An employee handbook facilitates smooth functioning of the organisation by setting out procedures, rules and regulations for the employees within the organisation in its daily operations including dealing with clients / customers. The employment and labour law practice group at our firm specializes in drafting crisp and customized employee handbooks to suit the requirements of the clients. The handbook is structured to incorporate precise clauses on standard employment practices including in relation to conditions of service, code of ethics, vacation / leave policies, prohibition of harassment, employment benefits, discipline and grievance redressal, separation, confidential information, usage of organisation’s resources including computers / internet, assignment of intellectual property rights, etc. Structuring of Employee Benefits & Compensation: The key to acquiring new talent and retaining old employees is formulating an attractive remuneration and incentive package which is simultaneously tax efficient for both the employer and the employee. Our Firm’s attorneys assist client in formulating such tax-efficient and labour statute compliant compensation packages which are acceptable to both the employer and employee. Stock Options:
We advise clients on structuring their equity-based employee compensation plans to attract and retain best talent. We structure the stock options pursuant to the guidelines / regulations which regulate the issue of stock options by an Indian company or by a foreign company to Indian employees. HR Due-Diligence / HR Audit: The most important aspect of any M&A transactions is that the acquirer essentially acquires human capital. Our HR audit enables the acquirer to identify key employees, review and assess the level of HR documentation of the target, detect any threats in the form of non-compliances under various central / state labour legislations. Our Firm’s attorneys conduct HR audit to deliver positive solutions. Besides HR due diligence for M&A, our Firm assist many clients in under taking internal HR audit to ensure that they are compliant under various labor statutes and thwart any legislative action for non- compliance. Our Firm has even handles sensitive matters involving allegations such bribery, corrupt practices, etc. Advising in relation to Transfer of Employment:
Transfer of business undertaking whether by amalgamation, restructuring, sale of business undertaking, assets sale or otherwise involves several issues such as the transfer of employees and their accrued benefits, taking employees and / or trade union into confidence. We advise clients on the various labour law implications arising out of such transactions and assist clients in structuring such transactions in a manner so that the transfer of employment complies with all statutory requirements is free from any legal impediments. Disputes and litigation: We represent employers in administrative and judicial forums in which workplace disputes are redressed. We know how to gauge exposure, manage risk and litigate cost-effectively. We help develop best practice policies to manage personnel effectively, and to reduce the risk of costly and disruptive litigation, but when litigation is necessary, we are aggressive and proactive. We have expertise in advising clients in the setting up of non-profit entities in the form of societies, trusts and Section 8 companies. We assist in the preparation and filing of applications for registration of the entity with the concerned authority, in seeking exemption from Income Tax authorities, and in obtaining approvals from Foreign Contribution Regulation Authorities for the receipt of contributions from foreign sources. We advises on all aspects of corporate real estate laws, including cross-border real estate transactions, real estate investment banking, real estate transaction finance, joint ventures and project development, title due diligence and particularly, the areas of general real estate and project finance (including mortgage-based financing, leasing, etc.); structuring of real property holding companies (SPVs), etc.; commercial lease agreements and facility management agreements including litigation matters involving real estate and advising on Indian property and related laws pursuant to the Transfer of Property Act, Stamp and Registration laws, Land Revenue laws, and Tenancy laws in several States in India. Our real estate practice represents developers, investors, lenders, and business users in the acquisition, disposition, development, financing, construction, sale and leasing of real estate. We frequently assist in planning the structure of and negotiating complex real estate transactions, as well as handling the legal analysis and documentation. Our work spans all types of real estate from raw land to offices, apartments, retail, industrial, hotels, hospitals to complex mixed-use developments, and has involved projects throughout India. The team has developed a deep understanding of the real estate business and strives to provide our clients with sound legal and practical solutions. Our clients look to us to “get the deal done,” and we work proactively to resolve issues and close transactions swiftly. Our experience enables us to find practical and tailored solutions to the problems of corporate clients and smaller enterprises alike. We tailor our advice to the nature of the dispute and the appetite of the client. If a dispute arises, we help our clients navigate all types of commercial litigation in an effective manner. Our clients range from large multinational corporations to major financial institutions, as also high-profile individuals. We provide the legal services to Private Equity and Venture Capital funds across the full range of their operations and activities. The areas in which we provide legal advice include:
advising on foreign investment issues, corporate and securities markets laws and issues applicable to investments
due diligence of prospective investor companies
negotiation assistance from term sheet stage till closing
documentation and overall transnational support, including working closely with regulators like the Reserve Bank of India (RBI), the Department of Industrial Policy and Promotion (DIPP) and the Securities & Exchange Board of India (SEBI) and
advising on exit strategies and implementation thereof. Under the alternative dispute resolution practice, we specialise in:
Conducting commercial arbitrations under the auspices of International Chamber of Commerce (ICC) and United Nations Commission of International Trade Law (UNCITRAL) rules and structures
Drafting of arbitration agreements
Representing clients in statutory and contractual arbitration proceedings according to the Indian Arbitration and Conciliation Act, 1996 and other international arbitration legislations including the ICC rules, LCIA and SIAC rules
Counseling clients on the mechanisms for dispute resolution available under Indian law
We specialises in the following areas:
Corporate Re-structuring
Merger, Demerger and buyouts
Debt Re-structuring
Corporate Re-structuring
Debt re-structuring
Financial distress remedies
Cross-border Transactions (to achieve consolidation of holdings, merging hived-off companies as part of corporate restructuring, establishing strategic alliances, expansion of business, besides stock and asset purchases, tender offers and leveraged buyouts)
Planning strategies for both acquirers and the potential acquisition targets (domestic and cross-border transactions)
FOREIGN INVESTMENT
The team is well-acquainted with the international corporate environment and understands the requirements of both foreign clients and domestic clients engaged in cross-border transactions. The firm has a dedicated team of specialized professionals offering a range of legal and advisory services, covering all aspects related to foreign investments including the following:
Inbound and Outbound Investments
Joint Ventures
Financial and Technical Collaborations
Drafting of Distribution and Franchise Agreements
Cross-border Transactions, etc. External Commercial Borrowings (ECB) and Foreign Currency Convertible Bonds (FCCB)
The team also has valuable experience in advising clients in areas like:
Foreign Exchange Laws
Regulatory Framework
Setting up Offshore Business
Industry Specific Licences
Employment and Labour Laws governing expatriates
JOINT VENTURES/STRATEGIC ALLIANCES
The team has successfully negotiated and drafted joint venture agreements in the nature of share purchase/subscription agreements, shareholders’ agreements, etc. and other related incidental agreements. Our expertise lies right from the stage of conducting due diligence till closing of the transaction, including completing of post-closing activities. CAPITAL MARKETS
The team enjoys an unmatched client trust in providing services relating to securities laws. It is well-equipped to handle transactions related to Securities Contract regulation Act, 1956 (SCRA), Securities & Exchange Board of India Act, 1992 (SEBI) along with rules, regulations and guidelines laid by SEBI and is also well-versed with the international trends in the capital markets. The practice encompasses all aspects of domestic & international equity and debt offerings, including consultation, advisory and continuous disclosure service in relation to capital markets. The team specialises in the following areas:
Initial offering and listing of equity shares, debentures, bonds, FCCBs, ADRs and GDRs
Public offers of equity shares, debentures, bonds, etc. Bonus and rights issues of equity shares, debentures, etc. Private placement, including Qualified Institutional Placement of equity shares, debentures, and other convertible instruments
Handling open offers with respect to takeover/acquisition of companies
REGULATORY COMPLIANCES
The team also advises companies on several issues relating to corporate, securities and allied laws and helps clients comply with regulations and procedural requirements under applicable laws. CORPORATE SECRETARIAL
The Corporate Secretarial team specializes in providing support, assistance and guidance to companies and its officers to meet their statutory compliance obligations. This ensures that good corporate governance practices are both implemented and maintained. Our team of experts possess technical and practical knowledge to support companies across a broad spectrum of industry sectors, including domestic and international companies alike. The team’s in-depth local knowledge of company secretarial practice allows it to deliver efficient and quality service to new and existing clients. The team’s extensive experience helps it ascertain the specific needs of its clients and ensures that corporate secretarial services are delivered in a timely and effective manner. The team at Vaish Associates is committed to the highest level of professionalism and ethics, helping organizations meet the essential corporate compliance obligations. The team focuses on the adoption of a proactive approach to ensure its clients are kept up to date with their compliance obligations. The team conducts legal and secretarial due diligence in different areas depending upon the nature of the transaction, namely:
Venture Capital Investments
Mergers and Acquisitions
Cross-border Acquisitions
IPO/ Rights issues
Overseas borrowings, including FCCBs, GDRs, ECBs, etc. Additionally, the team regularly undertakes legal compliance health check-ups of companies in varied sectors with the objective of:
Ascertaining the extent of legal compliance under the applicable Indian laws
Highlighting the gaps in terms of non-compliance under the applicable Indian laws
Deciphering the remedial measures for overcoming the deficiencies
A single consolidated report is subsequently provided dealing with all the legal compliances/aspects that require immediate attention of the management and has an important bearing on the running of the business and liability of the management
OUR SERVICES
Incorporation Services
Setting up of private companies limited by shares, special purpose vehicles, companies limited by guarantee, limited liability partnership (LLP), not for profit companies and public companies
Assisting foreign companies with the establishment of liaison offices, branch offices and project offices in India
Annual Compliance Services
Our annual compliance package for clients provides the certainty required to ensure their annual compliance obligations are dealt with in a timely and efficient manner. Our services include:
Maintenance of statutory registers and minute books
Preparation of Annual Returns and filing with the Companies Registration Office
Obtaining Director Identification Number (DIN); Digital Signature Certificate (DSC) and know your client (KYC) compliances for Directors
Holding of Board/ Shareholders meetings and documentation of the Minutes
Other Company Secretarial Services/ Transaction Assistance Services
Changes to companies’ share capital to include – share transfers, share allotments, buy-back and re-organization of share capital including capital reduction
Fund infusion through rights and preferential issues, compulsory convertible securities
Change in objects of the company
Change in registered office of the company — inter- and intra-state changes
Appointment of key managerial personnel and their remuneration
Corporate Social Responsibility services
Liaisoning with authorized dealer bank for obtaining foreign inward remittance certificate and know your client compliances of non-resident investor
Filings under FEMA with Reserve Bank for issue/transfer of securities under Single Master Form (SMF) on FIRMS portal
Review of related-party transactions and compliances in respect thereof
Corporate law due diligence services and company search
Carry out health checks for companies on their statutory records and compliance history
Company conversions, name changes and review of constitutional documents
Provision of registered office facility for our clients
Compliances under the Limited Liability Partnership Act, 2008
Advisory Services
Addressing queries on permitted activities, management structure, audit requirements, applicability of various compliance requirements and any other queries and providing opinions on various matters under the provisions of Companies Act, 2013 and the Limited Liability Partnership Act, 2008. Licenses and registrations
Procuring registrations such as Permanent account number, Tax deduction at source, Goods and Services Tax, Provident Fund, Profession Tax, Importer Exporter Code, Shops and Establishments registration, etc. Company Liquidation Services
End to end services in assisting with the closure of legal entity
Winding up
Strike off
We understand, the key corporate issues relating to our clients and act as trusted and valued advisers to support them on a wide range of matters, thus ensuring that our client companies are fully compliant in today’s increasingly regulated environment. Being a full-service firm allows us to use specific strengths of various teams to understand the complex issues faced by our clients.
