The corporate practice at ASG & Partners is principally structured around the following areas:
Fund Investment
- Investment transaction structuring and advice, including the instrument(s) to be used
- Advising on the use of appropriate instruments
- Conducting legal due diligence
- Deal documentation, including term sheets, share subscription agreements, share purchase agreements and shareholders’ agreements
- Formulation of exit strategies and assisting in implementation of these strategies
Nature of work
The team members of the firm have recently been involved in the following:
- Advised various Indian companies which are engaged in e-commerce business in the transactions pertaining to raising raised funds from the private equity/venture capital investors. The aforesaid transactions involved various rounds of funding such as series A, series B, series C, series D, etc. The scope of work included advice and assistance in structuring of the transaction, drafting the definitive agreements, negotiation, closing and post-closing compliances. The aforesaid transactions pertain to various leading e-commerce companies.
- Advised a leading online Indian private label company with respect to its structuring pertaining to externalisation and fund-raising related transactions in the parent company incorporated outside India.
Joint Venture and Strategic Collaborations
- Advising domestic and foreign clients in setting up joint ventures in India or overseas
- Advising clients on the requisite approvals including from the Foreign Investment Promotion Board (FIPB), Reserve Bank of India (RBI) and other sector specific regulators
- Conducting a due diligence on the partners and drafting of requisite agreements including shareholder / joint venture agreements, share purchase agreements, technology transfer agreements and technical cooperation agreements
- Advising on issues relating to corporate governance
- Advising on exit strategies and assisting in implementation of these strategies
Nature of work
The corporate practice group at ASG & Partners has been recently involved in the following:
- Advised a leading Italian company engaged in the manufacture of oils, greases, lubricants, galvanizing materials and related chemicals with respect to its joint venture with an Indian partner.
- Advised a UK Company engaged in the manufacture and sale of footwear with respect to its joint venture with an Indian partner engaged in the manufacture of footwear, footwear components and leather goods. The scope of work mainly included setting up of the joint venture company in India, advice pertaining to external commercial borrowings, drafting of joint venture agreement, drafting of loan agreements.
- Advised a leading Indian water and wastewater treatment solutions provider company in its strategic collaboration with a Canadian water treatment company.
Mergers and Acquisitions
- Structuring mergers and acquisition transactions
- Carrying out legal due diligence from industry/business perspective
- Drafting, revising and negotiating term-sheets and definitive agreements including share purchase agreements, non-compete agreements, non-disclosure agreements, escrow agreements, stock-swap agreements and employment agreements
- Legal and compliance issues under corporate and securities law including the takeover code, FDI and ODI policy, listing and regulatory requirements, approvals and filings
Nature of work
The team members of the firm have been recently involved in the following:
- Advised a leading ITES company based in Gurgaon, Haryana which is engaged in internet messaging business in acquiring various companies or their assets across India. The scope of work included advice and assistance in structuring of the transaction, conducting legal due diligence, drafting of the definitive agreements, negotiation, closing and post-closing compliance(s).
- Advised a leading ITES company based in Gurgaon, Haryana in transferring its entire undertaking (including intellectual properties) to another Indian company. The scope of work included advice and assistance in structuring of the transaction, conducting legal due diligence, drafting the definitive agreements, negotiation, closing and post-closing compliance(s).
- Advised in a transaction wherein an Indian company (which is subsidiary of a Japanese multinational) acquired the distributorship business of its distributor in India. The scope of work included advice and assistance in structuring of the transaction, conducting legal due diligence, drafting the definitive agreements, negotiation, closing and post-closing compliance(s).
- Advised an entity engaged in the business of clinical research in India, in the consolidation of its businesses of India and other ancillary corporate advisory services.
- Advised a US based company’s Indian entity engaged in providing direct current power systems for telecom and industrial applications in its amalgamation with the Indian entity of a Norwegian company engaged in the similar industry. Assistance included drafting of scheme of amalgamation, advice pertaining to RBI’s compounding issues and moving first and second motion applications under sections 391 and 394 of the Companies Act, 1956.
Setting up of business in India
- Advise on India entry strategy
- Structuring of entities
- Carrying out legal due diligence from industry/business perspective
- Drafting and review of company incorporation documentation
- Assistance in obtaining regulatory approvals
- Assistance in corporate secretarial matters
Nature of work
The team members of the firm have been recently involved in the following:
- Advised a leading manufacturing company from Italy which is engaged in the business of manufacturing fashion accessories with respect to setting up of entity in India and in acquiring various companies and their assets across India. The scope of work included advice and assistance in setting up of business entity in India, conducting corporate secretarial work, structuring of the various acquisition transactions, conducting legal due diligences, drafting of the definitive agreements, negotiation, closing and post-closing compliance(s).
- Advised a leading stone crushing equipment manufacturing company from China with respect to India entry strategy and setting up of a liaison office in India. The scope of work included advice and assistance in obtaining requisite approvals, conducting corporate secretarial compliance(s).
Banking and Finance
- Acquisition Financing
- Corporate Finance
- Debt Capital Markets
- Debt Restructuring
- Litigation and Dispute Resolution
- Private Banking Product Advisory
- Regulatory Advisory Services
- Structured Finance
- Debt Recovery
Nature of work
The corporate practice group of the firm has recently advised an education service provider company with respect to its debt financing related transaction and the scope of work mainly included drafting, review and amendment of loan agreement, escrow agreements, hypothecation deed, security trustee agreement, signing and closing activities; and post-closing monitoring of filings under the Companies Act, 2013.
The firm’s corporate practice group has been advising a leading commercial bank of the United Arab Emirates (UAE), headquartered in Dubai, with respect to the strategy and process pertaining to the recovery of its debts from various erstwhile customers, currently in jurisdictions outside UAE, mostly in India.
The members of the firm regularly advise on various insolvency and bankruptcy matters.
Projects and Infrastructure
- Advising companies bid process management
- Negotiating and finalisation of Regasification Agreements
- Finalisation of Asset Transfer Agreements
- Negotiating and finalisation of Gas Supply Agreements, Gas Transmission Agreements, Pipeline Agreements
Corporate Advisory
- Advising companies on legal, regulatory and tax aspects of doing business in India
- Structuring and setting up of operations in India, including applying for and obtaining requisite approvals
- Setting up liaison, branch and project offices, and trusts in India
- Advising companies on an on-going basis on legal and regulatory issues
- Structuring, drafting and negotiating various commercial and business-related agreements including employment, consultancy, confidentiality, services, strategic alliances, distribution, franchising, marketing, teaming, joint ventures, technology licensing, reseller and consortium agreements
- Compliance with commercial laws including property laws, labour laws, etc.
- Re-structuring, mergers, capital structures, winding up and repatriation of proceeds
Nature of work
The firm’s corporate practice group has been recently involved in the following:
- Advising the Indian subsidiary of a leading Swedish auto manufacturer with regard to legal compliance related matters; routine legal documentation and support to the business team of the company with respect to commercial transactions; homologation compliances; and FEMA and external commercial borrowing related matters.
- Advising various e-commerce companies with respect to their routine legal documentation which included drafting / vetting of various commercial contracts including product license agreement, master supplier agreement, advertising rights agreement, software and technology license agreements, employment and consultancy agreements, ESOP plan / stock grant agreement, payment gateway service agreements and website terms and conditions / privacy policy; providing commercial transaction support to different teams; advise pertaining to consumer disputes; and intellectual property related matters.
- Advising ICT companies by providing commercial transaction support to the sales team of the company, advise with regard to their routine legal documentation which included drafting / vetting of service agreements with global customers, IT services agreement, non-disclosure agreements, employment contracts and bank guarantees; legal opinion pertaining to employment matters; and advise pertaining to consumer disputes.
- Advising various studios and media houses with respect to their key commercial transactions (such as agreements with directors, artists, writers, various service providers, content providers etc.), negotiating and documenting various business relationships with third parties, employment matters and intellectual property matters
Intellectual Property
- Trademark
- Design
- Copyright
- Geographical Indication
- Patents
- Technology transfer and license
- Trademark and copyright infringement advisory and litigation
Nature of work
The firm’s corporate practice group has been recently involved in the following:
- Advising a Russian company engaged in developing software for various engineering solutions with respect to their trademark’s registration in India and representing them in the matter of trademark opposition.
- Advising a software company and a pharmaceutical company with respect to patent registration in India.
- Advising various start-ups companies with respect to their routine intellectual property related matters.
- Advised a company engaged in manufacture and sale of alcoholic beverages with respect to registration of design.
- Representing various entities before various High Courts and the Trademarks Registry in relation to oppositions and infringement matters.
- Advising various entities with respect to registration of their trademarks, designs and patents.
