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Services

Our Services

Corporate Law Solutions & Transaction support

This involves focusing on the diverse aspects of structuring, negotiating, documenting and implementing complex commercial transactions. At MLA LLP, we assist our clients in identifying possible structures and methodologies for a proposed transaction so as to meet business objectives within the required timeframe. Our services include:
  1. Legal due diligence
  2. legal entities in India,transaction structuring issues in mergers, acquisitions, de-mergers, private equity and other investments, strategic alliances and joint ventures.
  3. Documentation, including drafting and review of share purchase and subscription agreements, shareholders and joint venture agreements, merger and de-merger schemes, business acquisition documents and documentation related to open offers and capital markets related transactions.
  4. Drafting and review of ancillary documents, including technology and intellectual property license/assignment agreements, services agreements, marketing and distributorship agreements, agency agreements, non-compete agreements, voting trust agreements, escrow agreements, confidentiality agreements, Franchise Agreements, and consultancy agreements.
  5. Advice on diverse corporate and other laws including Companies Act, Foreign Exchange Management Act and Securities and Exchange Board of India related legislation and Competition laws.
  6. Maintaining statutory records, acting as Corporate Secretary to various companies registered under the Companies Act, assistance to Directors and Shareholders.
  7. Government & Regulatory compliances and approvals.

 

Setting up business in India by Indians and foreigners

Advice on mergers, alliances and collaborations, corporate restructure and re-organisation, import and export regulations, employment law and practice, choice of business entities, forming a limited liability company and managing the same, reporting requirements, formation of wholly-owned subsidiary, joint venture, Foreign Direct Investment: Automatic route, government approval route, procedure for obtaining government approval, industrial licensing, foreign technology agreements, entry options for foreign investors, exchange control management, industrial relations and exit options.
Different forms of business presence in India:
  1. Liaison Office
  2. Project Office
  3. Branch Office
  4. Indian Subsidiary (Joint Venture)
  5. Wholly Owned Subsidiary
  6. Methods of control of Indian Branch Office/Project Office/Liaison Office by foreign Head Office
  7. Control of Indian Subsidiary
  8. Transfer of profits and funds
  9. Transfer pricing
  10. Responsibility of foreign parent company

 

Mergers & Acquisitions(M & A)

At MLA LLP, we handle the entire range of M&A transactions including:
  1. Mergers & Amalgamations; DEMERGERS
  2. Schemes of Arrangement, Reconstructions and Demergers;
  3. Acquisitions & Divestments – of shares, assets and businesses (private, public and listed entities)
  4. Leveraged Buy-outs;
  5. Distressed Transactions; and
  6. Restructuring (for listed & unlisted entities), including Capital & Debt restructuring, buy-back of securities & reduction of capital.

 

We work very closely with In-house counsels, Investment Banks and Accounting Firms to achieve seamless implementation of any M&A transaction.

 

Private Equity & Venture Capital Investment

We provide 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:
  1. Fund formation;
  2. Onshore & Offshore structuring;
  3. Drafting offer documents for the raising of funds;
  4. Tax & Securities registration issues in India;
  5. Registration with regulatory authorities in India;
  6. Due Diligence of prospective investee companies;
  7. Negotiation assistance from term sheet stage till closing;
  8. Documentation & overall transactional support, including working closely with regulators like the Reserve Bank of India (RBI), the Foreign Investment Promotion Board of India (FIPB) and the Securities & Exchange Board of India (SEBI); and
  9. Structuring incentives and sharing of the ‘carry’ for fund managers & research analysts.

 

We are also familiar with the other side of the equation as we represent Investee Companies in diverse sectors.
We are actively involved in policy issues affecting Private Equity & Venture Capital industry on a national level, including legislative & regulatory matters.

 

Shareholder Agreements and Joint Venture Agreements

We provide expert advice on drafting shareholder agreements in companies owned by many aggressive promoters taking long-term interest of the company and shareholders, which really pave the way for long-term rewarding relationship between the multiple shareholders. Also we provide equally efficacious joint venture agreements between the JV partners paving the way for trouble free long-term relationship. We are also well known in resolving any dispute between the shareholders/promoters or with JV partners.

 

Intellectual Property

Advice on how to protect various intellectual properties including trade marks, patents, copyrights, designs, geographical indications, layout designs, industrial designs and undisclosed/confidential information.
Advice on new patent regime which came into force on January 1, 2005

 

Our Services include:

  1. Registration of Trademarks, Designs, Copyright, Geographical Indications, etc.
  2. Prosecution of Trademarks, Designs, Copyright, Geographical Indications, etc.
  3. Licensing/Assignments of Intellectual Property
  4. Assistance in negotiating transaction documents We also extensively advice to the clients on: What is IPR?
  5. Treaties in the field of IPR
  6. Trademark
  7. Famous trademarksBrand development
  8. Applicable law in India
  9. Registration of Trademark
  10. What Trademarks cannot be registered?
  11. Who can apply for registration?
  12. Procedure for registration of Trademark
  13. Remedies against violation of Trademark Patents
  14. What is a Patent?
  15. Who is a Patent Holder?
  16. Changes to the Patent Act consequent to WTO
  17. Rights & Obligations of the Patent Holder
  18. Inventions not patentable under the Patents Act
  19. Can a suit for infringement of Patent be instituted?
  20. What are the Reliefs admissible? Copyright
  21. What is a Copyright?
  22. Administration of Copyright Act, 1957
  23. Is registration of Copyright essential?
  24. Can a suit for infringement of Copyright be instituted?
  25. Administration of The Designs Act, 1911
  26. Where to file an application for registration of Designs?
  27. Criteria for registration of Designs

 

WTO

Advice on WTO Agreement and World Trade Organisation, General Agreement on Trade and Tariff, Agreement on Anti-Dumping Measures, Customs Valuation, Technical Standards, Sanitary and Phytosanitary Measures, Rules of Origin, Subsidies and Countervailing Measures, TRIPS and TRIMS, Agreement on Textile Clothing, Trade in Services and Dispute Settlement Mechanism, Information Technology and e-Commerce.
  1. What is WTO?
  2. Uruguay Round of Multilateral Trade Negotiations
  3. 7 areas covered by TRIPs
  4. Major difference between TRIPs and Indian Patents Act, 1970
  5. Compulsory License in TRIPs
  6. Advantages in TRIPs
  7. Status of compliance with TRIPs

 

Legal Aspects of Purchasing,Leasing and Disposal(Material Management)

  1. Laws governing Purchase Contract
  2. Legal analysis of the Purchase Contract
  3. Floating a tender and its legal implication: limited tender and public tender, precautions to be taken in cases of tenders floated by public and government sector.
  4. Ingredients of a valid Purchase Contract
  5. Distinction between the Sale and the Agreement to Sell
  6. Passing of Property and Passing of Risk
  7. Implied conditions and warranty
  8. Leasing and hire-purchase
  9. Product liability

 

Information Technology

  1. Legal audits and due diligence
  2. Drafting, review and negotiations
  3. Licensing, reseller and distribution agreements
  4. Outsourcing and services agreements,
  5. Advice on legal issues pertaining to data protection, hacking and cyber crimes, privacy policy, etc.

 

Ligitation

Litigation is pursued vigorously, always keeping an eye out for an opportunity to settle the matter out of court to the satisfaction of clients.
Initiating or protecting or perfecting by appropriate legal proceedings, rights, claims, demands of clients in proper jurisdiction at proper forums, whether in India or outside India.
We handle matters before various Tribunals, other Quasi-Judicial Authorities, including:
  1. Supreme Court of India
  2. High Courts of various States
  3. District Courts
  4. Company Law Board
  5. Banking Tribunals
  6. Environmental Tribunals
  7. Competition Commission (and its predecessor the Monopolies & Restrictive Trade Practices Commission)
  8. Consumer Protection Fora.

 

The Firm is also actively engaged in other Dispute Resolution processes such international & domestic Arbitrations. We advise clients on strategies, potential disputes and mediations, and have conducted several matters involving complex issues of law.

 

Employee Related

At MLA LLP, we take a business approach in advising clients on the complex regulatory and legal issues pertaining to employment and labour laws in India. The team also offers strategic advice on possible legal and regulatory issues in employment law related matters.

 

Services offered include:

  1. Review and drafting Employment Agreements
  2. Reviewing and drafting Personnel Policy Manuals
  3. Advising on applicable labour laws and employment laws
  4. Advising on regulatory requirements mandated for employers
  5. Developing and implementing Employee Incentive Plans
  6. Advising on termination strategy and retirement policies
  7. Conducting due diligence reviews of employment law compliance
  8. Advising on strategy and documentation for safeguarding confidential information and protecting intellectual property
  9. Advising on data protection and privacy issues
  10. Advising on non-compete issues and their enforceability
  11. Litigation strategy

 

Law in India to deal with Sexual Harassment of Women at the Workplace:

 

  1. Supreme Court judgment
  2. Guidelines on sexual harassment at the workplace
  3. Current status
  4. New law pronounced by the Supreme Court
  5. Policy on sexual harassment
  6. What amounts to sexual harassment of women at the workplace?
  7. DOs and DON’Ts

 

Real Estate

  1. Drafting, reviewing and negotiating various property documents for:
    I. MOU/Terms Sheet
    II. Sale
    III. Mortgage Deed
    IV. Conveyance Deed and Re-conveyance
    V. Agency
    VI. Lease Deeds and Leave & license
    VII. Construction arrangements
    VIII. Development Agreements and Joint Development Agreements
    IX. Power of Attorney, Declarations & Undertakings, Indemnity Bonds, Guarantees
  2. Due diligence and title reports
  3. Advice on Transfer of Property Act, Maharashtra Ownership Flats Act, Apartment Ownership Act, Co-operatives Societies Act, Bombay Municipal Corporation Act,
  4. Maharashtra Regional town Planning Act, Development Control Regulations Rent Control laws, etc.
  5. Strategic legal advice relating to stamp duty, registration and environmental laws.
    Foreign Direct Investment in real estate.

 

Business Ethics and Corporate Governance Solutions

Advice on business ethics, ethics of management, social responsibility of business, ethical aspects of corporate policy, fair trade practice and unfair trade practice, ethical dilemmas in business and in cross-cultural set-up and drafting ethical code.
Advice on good corporate governance, how to enhance long term shareholder value, importance of corporate mission, the role of various constituents of corporate governance: Board of Directors, management, stockholders, role of Independent Directors and how to create leaders of tomorrow for managing change, measures of corporate governance under Company Law and Listing Agreement, corporate governance practice in developed countries, corporate governance under the Sarbanes – Oxley Act 2002 and rules framed by the SEC, Combined Code on Corporate Governance of July 2003, UK.

 

Securitization Law

Practice in Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; advice on grant of certificate of registration to commence/carry on the business of Securitization Companies or Reconstruction Companies. Also, advice on the provisions of Securitization Company and Reconstruction Company (Reserve Bank) Guidelines and Directions 2003, Guidance notes for Securitization Companies and Reconstruction Companies issued by RBI and Guidelines for sale of financial assets to Securitization Companies and Reconstruction Companies, and related issues. Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002:
  1. Initiating or defending any legal action under the Act
  2. Advice on grant of certificate of registration to commence/carry on business of Securitization Companies or Reconstruction Companies
  3. Advice on provisions of Securitization Company and Reconstruction Company (Reserve Bank Guidelines & Directions)
  4. Advice on all other guidance notes issued by RBI and other guidelines related to the Act and the Rules

 

Consumer/Investor Protection Laws

Legal planning and Litigation relating to Legal Metrology Act, 2009, and Legal Metrology (Packaged Commodities) Rules, 2011, Consumer Protection Act, Competition Act, Drugs and Cosmetics Act, SEBI Act and Rules.

 

A.Law on Fair Trade Practices
  1. What is a Fair Trade Practice?
  2. Various consumer protection laws
  3. Restrictive Trade Practices & Unfair Trade Practices (now known as Practices Causing Adverse Effect on Competition)
  4. Role of Competition Commission
  5. Power of Competition Commission

 

B.Unfair Trade Practices under Consumer Protection Act
  1. Consumer redressal forums and their jurisdiction
  2. Who can file a complaint?
  3. What constitutes a complaint?
  4. Relief available to consumers
  5. Trade Secrets
  6. What is a Trade Secret?
  7. Importance of Trade Secrets in today’s information society
  8. Does India have protection against theft of Trade Secrets?
  9. Provisions of USA Law: Economic Espionage Act of 1996
  10. Distinction between Economic Espionage and theft of Trade Secrets
  11. What information is entitled to be treated as confidential information?
  12. What action constitutes theft of Trade Secret?
  13. Penalties
  14. What are the precautions to be taken?
  15. Preventive measures

 

Corporate Legal Training and Management Development Programs

With the Managing Partner,Ram Mallar’s vast years of experience as a Professor of law, ethics and corporate governance in best of the B-Schools in southern part of India, MLA LLP specializes in imparting legal training to the industry in the areas of Sales & Marketing, contract manufacturing particularly turnkey, boat or O&M Contracts, General Administration, Professional Management, Business Ethics and Corporate Governance. Corporate Governance includes legal requirements of governance under Companies Act and Listing Agreement, and also requirements under Sarbanes Oxley Act for American Multi-national companies in India.

 

Legal Training also include advice on basics on Criminal law for Corporate Manager

Things that a manager should know about Criminal Law
  1. What is an offence?
  2. What is bail?
  3. What is a bailable offence?
  4. Non-bailable offence
  5. Cognizable and non-cognizable offence
  6. When is a warrant required?
  7. Confessional statement
  8. What is an FIR?
  9. What are the rights of a Police Officer?
  10. Private Defence
  11. What to do in a car accident?
  12. Driving Licence
  13. Compensation for victims in an accident Prosecution for Cheque Bouncing—Negotiable Instruments Act
  14. If a cheque bounces back, what is the remedy?
  15. Prosecution under Section 138 of Negotiable Instruments Act
  16. Conditions to satisfy prosecution
  17. Is the offence a cognizable offence?
  18. Whether bouncing of cheque pursuant to stop-payment instruction can be prosecuted?

 

Non Government Sector

We advise non-profit organizations on voluntary activities conducted by citizens’ group organized on a local, national or international level, such as humanitarian functions, bringing citizen concerns to Governments, advocating & monitoring policies, human rights and environment or health. MLA LLP has rendered advice to both domestic and international organizations engaged in the voluntary sector. The work includes advising on the appropriate structures for the setting up of voluntary organizations, setting up trusts, societies & not for profit companies, and seeking approvals of government authorities for receiving foreign contributions. We also advise on restructuring / merger of not for profit organizations, taxation issues and day-to-day operational and other issues.

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