Corporate Governance & Contracts

The Corporate team offers services across all stages of development experienced by a corporate entity, right from its inception to dissolution. At SS Legal Solutions, we follow a unique work ethic. For every transaction, be it Corporate, Real Estate, Regulatory, Labour and Employment, Finance Compliance or others, an efficient team of lawyers and professionals works closely to structure and execute the transaction, thereby providing the client a holistic solution.

MERGERS AND ACQUISITIONS (M&A) AND BUSINESS RE-ORGANISATION

Restructuring transactions require a multi-dimensional strategy involving courts, creditors and shareholders. The firm has a robust mergers and acquisitions practice with a team comprising of extensive experience in handling prestigious and complex transactions. The team advises on all facets of mergers and acquisitions and related corporate issues, such as conducting legal due diligence, drafting/ review of term sheets and conducting negotiations on behalf of investors. Further, the firm has engaged in advising corporations on regulatory compliance and the interpretation of corporate, taxation and foreign exchange laws. The firm’s lawyers have worked across sectors and are involved in negotiated transactions, including buyouts, mergers, demergers, stock and asset purchase, restructuring and private equity investments.

The firm has been involved in advising on some of the largest deals in the Indian corporate history. We deliver comprehensive advice to our clients by providing risk averse and tax compliant business solutions in a time bound manner. The team 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.

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.