Corporate law

A broad array of business enterprises seek advice and counsel from our attorneys regarding organizational, operational and transactional matters. Among the firm’s clients are entrepreneurial start-up enterprises, partnerships, closely held companies and publicly owned companies ranging from local and regional businesses to large multinational conglomerates.

Our advice is a comprehensive blend of business strategy, in-depth industry specific legal knowledge and cross border tax minimization. We are uniquely positioned to advise our clients on collaborations and technology transfers. The firm also assists in obtaining all types of statutory permissions and sanctions from various statutory and regulatory authorities.

We regularly assist global and local enterprises in:

  • Preparation of corporate organization documentation, shareholder agreements, operating agreements, by laws, minutes and all Secretary of State Filings
  • Compliance audit to ensure that the corporation is validly formed, duly organized and in good standing.
  • Negotiating, on behalf of lenders and borrowers, secured and unsecured bank and other institutional loan agreements, mortgages and similar financing instruments
  • Assisting publicly held companies with securities law reporting and compliance, other obligations and best practices
  • Advising officers and directors on fiduciary responsibilities and obligations and corporate governance issues
  • Preparation of Foreign Investment Proposals and designing Joint Ventures
  • Modeling Asset Acquisitions, Trade Arrangements and Technology Transfers
  • Structuring the appropriate entity, branch, subsidiary or liaison or representative including structuring the holding company in the correct and tax friendly jurisdiction
  • Advice on capital structuring including the legal strategy for transfer pricing
  • Advice on exchange control issues
  • Foreign exchange regulations – compliance & approvals
  • Raising capital – IPOs, FCCB, QIP & debt/equity instruments
  • Regulatory and Secretarial compliance
  • Corporate Restructuring M&A, Amalgamations, de mergers
  • Investments- public & private financing
  • Franchise Law & Licenses ; marketing and distributor agreements

Fund Advisory

UL attorneys represent a range of institutions and individuals involved in the venture capital, private equity and other fund based legal and business activities in private offerings. We also assist clients with due-diligence investigations, regulatory compliance, counseling, investigations, arbitration and litigation. We have the understanding and expertise required to develop the best legal structure for investment advisers and funds. We can help clients create effective offering memoranda, fund documents, investment-adviser agreements and subscription materials. We can also assist fund-of-funds and other institutional investors perform due-diligence reviews of investment allocations to alternative-investment vehicles.

Our services in the formation and private offering areas include:

  • Appropriate entity selection
  • Analysis of entity selection on stakeholders interests
  • Drafting of fund documents
  • Private placement memorandum, investment management and contribution agreements
  • Structuring offshore and onshore funds
  • Counseling concerning SEBI regulations, exemptions and safe harbors
  • Creating comprehensive fund documents and offering memoranda
  • Due-diligence services for institutional investors
  • Assisting with regulatory audits and inspections
  • Conflict of interest reviews and advice
  • Advice regarding web sites and internet marketing programs
  • Registration and licensing assistance
  • Assisting in all stages of down line investment legal requirement

Mergers & Acquisitions

Mergers & Acquisitions (‘M&A’) has gained significance with several companies choosing growth patterns. The firm has handled numerous M&A transactions by successfully leveraging its cross-border specialization and experience to develop an international M&A practice. The division combines its rich cross border experience and expertise with the domestic laws/regulations and research capabilities to devise innovative structures for M&A. The firm assists in structuring and negotiating M&A deals in India and the United States.

  • Structuring the transaction
  • Securities and corporate law issues
  • Legal Due Diligence
  • Reviewing and drafting term-sheet, definitive agreement, escrow agreement, stock swap agreement and other documents
  • Closing and Post Closing guidance
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