Solutions

• Advising our clients on the requisite approvals required from the Foreign Investment Promotion Board (“FIPB”) and the Reserve Bank of India (“RBI”) in the event of foreign investment in an Indian company, whether in the form of joint ventures or wholly owned subsidiaries;
• Filings that need to be made with the local office of the Registrar of Companies and other authorities;
• Advising on issues relating to corporate governance thereby enhancing shareholder value and bringing greater transparency;
• Advising on issues relating to various SEBI Regulations & Guidelines inter-alia Takeover Code, Insider Trading Code etc
• Advising companies on competition law, including unfair trade practices and anti-competitive practices;
• Assisting our clients in conducting a due diligence on the other party and draft the requisite agreements including shareholder / joint venture agreement, share purchase agreement, voting agreements etc;
• Advising companies on the methods of restructuring and re-engineering, including demerger / spin-off a division into a separate company, merge two companies into one, buy-back of its shares by the company, reduction of share capital, winding-up of its operations and the repatriation of the proceeds therefrom. (While ensuring that the existing tax benefits continue to be available post the restructuring, devising a structure that is efficient from the stamp duty perspective in connection with the transfer of assets and obtaining the requisite approvals of the High Court / National Company Law Tribunal or other regulatory authorities);
• Advising companies on an on-going basis on the legal and regulatory issues of a general nature, that companies face in their day-to-day operations, including issues relating to the quorum, location, composition, agenda and resolutions for meetings of the board of directors and shareholders;
• Advising companies on various agreements that they enter into such as employment, consultancy, confidentiality, services, strategic alliance, intellectual property licenses etc

Ezy Laws has acted in the capacity of issue counsel, Issuer Company’s counsel and underwriter’s counsel. Our area of practice includes:

• Assisting a company to achieve IPO-readiness;
• Advising on the overall structure of the offering;
• Conducting legal due diligence on the issuer company, and suggesting remedial actions for any irregularities that have appeared as a result of the due diligence;
• Drafting the offer documents such as the draft red herring prospectus, placement document, offering circular or information memorandum as the case may be;
• Drafting/reviewing and negotiating the underwriting agreement, depository agreement, escrow agreement, etc depending on the nature of the offering at hand;
• Advise on case specific issues of listing and related support in discussions with governmental authorities and the stock exchanges on the matter;
• Reviewing and commenting on relevant sections of the international “wrap”, if required;
• Certification that the offer documents comply with all applicable statutes and guidelines and that all disclosures required there under have been made;
• Liaising with the international legal counsel and working in tandem with other intermediaries;
• Assisting with the closing of the offering

• Guiding our clients on various issues arising under the Banking Regulation Act, 1949, &other allied laws.
• Providing advisory services to banks/corporate sector on the foreign exchange regulations pertaining to investments/transactions in the banking sector
• Drafting user agreements, service agreements, privacy policy statements, and allied documents for our clients
• Providing advisory services to Non-Banking Financial Companies (NBFCs), including issues related to the applicable capitalization norms, registration requirements, compliances etc
• Assisting Indian and overseas clients with legal and regulatory issues in relation to asset reconstruction

• Structuring the M&A: To advise on various structuring issues involved in M&A deals, including determining the type of SPV, jurisdiction of SPV, type of instruments etc.
• Advice on Securities and Corporate Law, Exchange Laws issues: To advise on legal and compliance issues related to:
  • Corporate law requirements
  • SEBI Takeover Code, relevant in the context of companies listed on stock exchanges in India including assisting clients with open offer process;
  • SEBI Delisting Guidelines, if applicable ;
  • Disclosure and Investor Protection Guidelines, if applicable ;
  • SEBI Insider Trading Regulations;
  • Listing and Regulatory requirements
  • Government approvals
  • Statutory filings
• Undertaking Legal Due Diligence: To carry out legal due diligence with an industry-specific focus in several sectors.
• Documentation: To undertakes drafting and review of term-sheet, definitive agreement, non-compete agreement, non-disclosure agreement, escrow agreement, stock swap agreement, employment agreement etc.

Our practice that caters to the fund industry focuses on:

• Advising our clients on structuring the fund, advise on business strategic issues such as determination of the hurdle rate, structuring the carried interest, drafting the claw-back clause, sharing the carried interest with employees;
• Ensuring tax efficiency for our clients, this involves giving advice on selection of an appropriate tax favourable jurisdiction, taking into consideration the legal and tax regimes in such jurisdictions, like Mauritius, Cyprus, Luxembourg, Ireland etc. We also coordinate with the overseas counsel;
• Advising our clients on an appropriate entity or vehicle for the fund such as pass-through trusts, limited liability partnerships, limited liability companies, protected cell companies. We take into consideration the objective of the fund and the impact of such entity or vehicle in the hands of the investors in their home jurisdiction;
• Conducting legal due diligence and identifying legal risks for the investor;
  • Drafting of the fund documents for our clients, including the charter documents for the fund entity, the private placement memorandum, the investment management agreement, the investment advisory agreement, and other such documents;
  • Advising our clients the local registration requirements with the Securities Exchange Board of India, or other regulatory authorities if so required.

Our practice that caters to the fund industry focuses on:

• Advising on a suitable structure for real estate funds from an Indian legal, tax and regulatory perspective, and undertaking related documentation;
• Advising domestic and offshore clients on all corporate and tax related matters related to downline investments in the real estate sector;
• Advising, drafting, reviewing and negotiating joint venture agreements, Development agreements, lease and leave & license agreements and share purchase and shareholder agreements, as required for downline investments of real estate funds;
• Advising clients on stamp duty and other legal and regulatory aspects of acquisition of land, including for township projects;
• Advising on certain property related disputes;
• Co-ordinating title searches, as required.

• Advising on the location of IPRs in the very initial stage of our client’s growth, in addition at this stage we also draft or review various agreements, policies and procedures for protection of the IPRs
• Advising on legal and regulatory issues which are specific to the specialized industries in the information technology segment such as internet-banking, internet-broking, telecommunications etc.
• Advising our clients on adequately protecting their data or their customers’ data by effective use of agreements and disclaimers, and drafting employee privacy policies to ensure that the company is not held liable for any breach by the employee with respect to such confidential data
• Assisting our clients in drafting web-hosting agreements, service agreements, online trading agreements, user/subscriber agreements, technology transfer, content license agreements, distribution agreements, and any other relevant agreement
• Guiding our clients on the various laws and regulations relating to outsourcing BPO in India
• Advising our clients on allied laws, rules, regulations and guidelines, such as permissibility of foreign investments, protecting of IPRs, issues arising in the context of the Information Technology Act, 2000.
• Assisting our clients in obtaining the relevant regulatory approvals
• Advising our clients on structuring their BPO operations in India, from a legal, regulatory and tax (both direct and indirect) perspective
• Advising on issues relating to data protection and privacy

• Employee Stock Options & Share Plans – Advising our clients on all aspects of domestic or cross-border employee stock option plans (“ESOPs”) and share purchase schemes and assisting our clients to structure such plans keeping in view Indian applicable laws, such as tax laws, labour laws, foreign exchange laws and guidelines issued by The Securities Exchange Board of India (“SEBI”) including filing of the stock option/share purchase plans with the relevant regulatory authorities and obtaining the clearance from such authorities
• Advising our clients on the tax incidence arising in the hands of their employees in relation to the respective incentive schemes and the withholding tax obligations in the hands of the employer and Structuring of the assumption of stock options (as part of an M&A transaction)
• Employee Benefits & Compensation Structuring – Advising our clients on structuring a tax efficient compensation package, including stock options/share purchase plans
• Company Policies / Employee Handbook – Drafting comprehensive staff policy and procedure manuals for our clients or reviewing such manuals including drafting employment contracts incorporating suitable provisions for intellectual property and non-competition.
• HR Audit (Legal) – The audit covers compliance with applicable labour laws, taxation laws and corporate laws relating employees, terms of employment, employee compensation, stock option plans etc. It also includes review of the employment-related documentation and the policy and procedure manual of the company, especially with respect to such issues as confidentiality, assignment of intellectual property and non-competition.
• Employment Litigation – Ezy Laws represent its clients in employment litigation cases. Our service includes advising clients on the litigation strategy, drafting and issuing legal notices, responding to legal notices, drafting claim documents and co-ordinating with local counsel to pursue litigation in the appropriate courts.
• Labour Law Advise – Advising on applicability of various labour laws.

• Advising on the various applicable laws, rules as regulations such as the Drug and Cosmetics Act, 1940, the Environment Protection Act, 1986 and the Guidelines issued by the Department of Biotechnology.
• Advising on various allied laws, rules and regulations
• Rendering legal advice on issues relating to bioethics, product liability etc
• Assisting our clients in drafting a patent application.
• Conducting patent audits for our clients
• Advising on licensing and patent strategies to leverage patent rights, thereby ensuring maximum returns on research and development investments
• Drafting and negotiating licensing agreements for development and commercialization of technology
• Assisting our clients to ensure trade secret, copyright, patent and trademark protection.

Our intellectual property practice offers the following services to our clients:

• Formulating comprehensive intellectual property strategies involving identifying the IP of clients and their competitors, and devising offensive and defensive strategies to protect the clients core and ancillary IP
• Drafting, filing and prosecuting registration applications in respect of copyrights, trademarks and patents
• Drafting complex patent specifications relating to a wide array of technologies, filing national patent applications in India and overseas;
• Managing a Trademark portfolio
• Coordinating with international law firms in the procedural aspects of the IP registration process.
• Drafting, reviewing and negotiating a diverse range of intellectual property agreements to meet the specific needs of wide-ranging industries in India and globally.
• Conducting due diligence with a specific focus on IP, involving a detailed review and documentation of IP in a company and assistance in evaluating the risks, liabilities and opportunities involved with IP.
• Providing legal opinions on complex IP issues arising from emerging technologies

Our practice area in this segment focuses on:

• Pre-litigation strategy
• Advising and representing clients in civil , commercial ,arbitration, conciliation, mediation and litigation
• Advising on issues with respect to enforcement of arbitral awards
• Advising on the choice of law and jurisdiction clauses to be used in agreements, keeping in view the provisions of the Indian Contract Act, 1872, Code of Civil Procedure, 1908 and the principles of private international law
• Advising on issues arising from the conflicts of law
• Advising on and enforcing clients intellectual property rights, such as patents, trademarks, copyrights, designs & trade secrets
• Insolvency Professional