Infrastructure, Real Estate and Project Finance

The Indian real estate sector has witnessed high growth in recent times, with increasing demand for residential, commercial spaces, warehousing, and special economic zone projects. Similarly, infrastructure, which is the backbone of any economy, has seen a boost in terms of digitization and innovation as well.

Our team has a widespread understanding in all aspects of property development. Our service offerings cater to the requirements of all players in the segments— including real estate developers, public & private participants, educational trusts, foreign investors, banks and lenders.

Our services include handholding clients in cost and risk mitigations through transaction structuring, due diligence activities, real estate transaction documentation, land use conversion, real estate litigations, annual real estate audits for statutory compliances, and compliance under various environmental laws.

Our areas of expertise include:

Land Acquisition
Real Estate Asset Management
Project finance structuring and documentation
Debt financing structuring and documentation
Built to Suit/Built to Rent structuring and documentation
Commercial Construction and Engineering documentation
Corporate Occupants and Tenants leasing
Data Centre & Digital Infrastructure leasing
Student Accommodation leasing
Hotel and Hospitality construction and leasing
Logistics and Industrial warehouse construction and leasing
Senior Living Space development
Real Estate Investment Trusts set up and documentation
Real Estate Securitization
Family Business & Estate Planning
Bid/Tender documentation and filing

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Corporate Litigation & Dispute Resolution

All businesses must comply with various regulatory requirements, which could lead to exposures and risks not only from regulators, but also from its business vendors.

Our team handles disputes of civil nature arising from contractual relationships, and we represent clients before courts, tribunals, and at various forums. We believe in providing a holistic solution by way of commercial, corporate and regulatory disputes, and also in rendering litigation strategy. This covers the following:

Recovery suits
Bankruptcy & insolvency
Real estate dispute
Construction dispute

Corporate Restructuring

There are circumstances in the life cycle of a company where it may encounter and experience significant financial or operational tremors, which may require substantial re-organization of its legal structure, management or operation.

This is often a complex task, because while there are various methods of restructuring —ranging from mergers, demergers, reverse mergers, disinvestment, takeovers, acquisitions, strategic alliances, franchising or slump sales and more — there are various regulatory requirements to be maintained under the Companies Act, taxation regimes, SEBI and RBI stipulations, and court processes.

Our team has significant experience in providing innovative and pragmatic solutions for these complex issues. We advise clients on a gamut of corporate restructuring transactions, including debt rescheduling , capital restructuring, structuring of corporate finance, buy-outs and strategic investment.

Joint Ventures

Joint Ventures are one of the most common legal structures in India used to draw foreign investments into permitted sectors. Joint Ventures help coordinate the competitive advantages of the investing partners, tap the opportunities of the target sector and market, and unlock the domain expertise and experience of the partners.

The form and legal structure of joint ventures may vary based on the goals and purpose of the joint venture partners. These include technology collaboration, bringing in know-how, project specific joint ventures or special purpose vehicles, joint venture agreements to harness expertise of the partners, to strengthen the distribution channel etc.

Our team helps clients mitigate the downside risk of the venture, and also guides them to structure it so as to optimize and synergize their expertise and competitive advantages with well-structured legal documentations. We advise clients on strategizing shareholding patterns, FDI compliances, sector-specific compliances, royalties and lump-sum fees, and issues on competition law exposures.

We understand the nuances, be it in identifying the red-flags during due diligence, structuring the control and exit in the documentation, or helping in in-bound and out-bound transactions. Our team’s aptitude for diving deep into complex challenges propels us to come out with innovative solutions. From inception of the proposal, establishing the joint venture, and throughout the life-cycle of the collaboration or exit, our team is adept to handhold the client through any issue.

Private Equity

Working closely with our Fund & Assets Management team, our Private Equity team provides end-to-end services to clients for fund formation, investment strategy, and exit. Our team has experience in advising funds in investments in growing companies and mid-market segments. Our sector specializations help in providing the right support to clients, particularly to understand the nuances of sector-specific regulations during investment.

Our legal advice extends to:

Onshore and offshore fund structuring
LP/GP investment structuring
Advisory on setting up of management company
Liaising with regulators for licensing
Structuring investment strategies (primary and secondary)
Negotiation and documentation support in investment
Conducting due diligences
Continued monitoring of investee companies
Exit strategy

Digital Payments and P2P Lending

Digital payments are one of the key segments in Fintech, which require specialised services and legal advisories in tune with the regulations of the Reserve Bank of India (RBI). Our team has the necessary experience in peer-to-peer (P2P) lending market in India, and we provide the following specific support to our clients:

Setting up of business and growth-planning through a robust legal documentation
Advisory on regulatory compliances and license requirements
Policy formulations as per regulatory requirements
Liaising with regulators including the Reserve Bank of India to represent the client
Documentation for lending and partnering arrangements
Advisory on escrow and NASH mandates
Advice on creation of investor protection reserve

Fintech and Financial Services

India is one of the fastest growing Fintech markets in the world, and is ranked the highest in the world for Fintech adoption rate. Higher banking penetration, technology/smartphone penetration, growing disposable income and government initiatives are some of the key factors for this.

Our team brings experience in matters pertaining to technology, data protection and financial regulatory regime (including in banking and insurance). We help clients — ranging from financial institutions to technology companies — in sectors such as Micro Finance, P2P lending, and Debt Capital.

Our key support areas extend to:

Setting up of Fintech businesses with a detailed structure and legal documentation
Advisory on regulatory compliances especially on governance requirements and policy formulations as per regulatory requirements
Liaising with regulators such as SEBI, RBI, IRDAI etc. to represent the client
Growth planning and structuring including listing, investments and acquisitions, both at Indian level and cross-border transactions

While our practice specialization in Private Equity and Mergers and Acquisitions help cater to the specific requirements of the client in terms of investments and acquisitions, the Technology, Media and Telecom practice helps clients in advisory on technology laws, data protection, technology transfer and licensing and thereby, providing an end-to-end solution to our clients in Fintech and financial service sector.

Employment and Labour

Employment and labour law related issues are important legal complexities that affect human resources of most organizations. Our team possesses decades of experience and expertise and are highly skilled in providing pragmatic solutions for employers facing complex HR-related legal issues, at any stage during the life cycle of an organization — from start-up, acceleration, scaling up, expansion, outsourcing, merger or acquisition, to management-buyout.

Other areas of labour laws we are adept in include:

Compliance with labour laws — including Central and particular state labour laws in which the client operates
Structuring of human resource policies, handbook, documentation, and strategy
Drafting and formulation of various company’s policies — such as protection against sexual harassment (POSH), incentive policies, code of conduct, ICC training, leave policies, grievance redressal policies, anti-bribery policies, employee substance abuse policy
Drafting or reviewing of employment agreements, training or employment bond, offer or appointment letter, separation and release agreement, exit documents, IP Assignment agreement, confidentiality agreement, non-competition and non-solicitation agreement, undertaking, secondment agreement, consulting agreement
Advisory and documentation in the event of downsizing in compliance with the applicable laws; drafting of legal documents including termination notice, separation and release agreement, documentation required for exit formalities
Plan and policies relating to equity linked incentives such as ESOPs
Human resource vendor agreements for clients involved in labour contract supply, recruitment and staffing, labour consulting services.
Labour law to provide the insights into employment policies, compliance levels, exposure and legal risk that may be faced by the employer, along with mitigation advisory

Micro Finance

The micro-finance segment in India is specifically targeted towards the low-income promising section of society, which still has limited access to formal financial services. A specialization of this segment requires a thorough knowledge of varying regulations brought in by the Government of India as well as the Reserve Bank of India (RBI).

With our thorough knowledge of the nuances of micro-finance, our team offers legal counsel in the following areas:

Structuring and set-up of NBFC, MFI
Arrangements between banks and MFI including for microfinance loans and guarantees
Advisory to NGOs for partnering with women-centric initiatives
Advisory in partnering for integration of technology in micro-finance especially Fintech companies
Management documentation and periodic compliance of NBFC and MFI

Dept Capital

The debt capital market in India is gaining importance due to the various fixed-income instruments and regulatory changes brought in by the Government of India. The Indian debt capital market broadly covers Government securities and corporate bonds.

At Juris Arena, we cater primarily to clients in the corporate bond segment both in unlisted and listed market. With the regulatory relaxations brought out by the Reserve Bank of India (RBI) and the Securities Exchange Board of India (SEBI) in debt instruments, the market for debt capital in certain sectors like real estate is on the rise.

We advise clients in transactions involving the issuance of financial instruments such as private placement of non-convertible debentures, optionally convertible debentures, compulsorily convertible debentures, commercial papers, foreign currency convertible bonds (FCCBs), hybrid instruments and term loans. Our team has advised clientele that ranges from start-ups issuing commercial papers, to funds, financial institutions and foreign investors in the debt segment.

Corporate Governance & Regulatory Practices

Robust corporate governance and proper regulatory compliance is a crucial element of creating valuable goodwill for an organization, and to mitigate the risk of dispute with key stakeholders.

We provide strategic corporate counsel and a wealth of experience in the following areas of corporate governance:

To establish or modify the distribution of rights and responsibilities among the board members, and distribution of powers and responsibilities among the CXOs, board composition
Structuring of the board committees or advisory committees
Drafting and negotiating the board advisory service agreement in incentive plans for such agreement
From the investor perspective, we advise our clients in structuring the representation in the board to protect the interest, and to create a mechanism of monitoring, scrutinising the decision or policy making process, and monitoring the implementation thereof
To review and advise on the charter documents of the company
Drafting, reviewing and negotiating any indemnity agreement or bond at the board level, advising to mitigate the risk of director’s or officer’s liability
We handhold the board or CXOs level matters and issues of start-ups and emerging companies, and mentor them as a legal partner to keep the corporate governance and to manage the dynamics of relationship with the key relevant stakeholders

We also pro-actively handhold clients on:

The periodical corporate compliances, board meeting and annual filings of a company, including the compliances required under the extant foreign exchange regime with the Reserve Bank of India
Maintaining the statutory registers under the relevant corporate laws

TMT (Technology, Media & Telecom)

Our team has a unique understanding of the dynamic technology sector and its emerging trends. Having worked closely as in-house counsel for several international and domestic clients, we provide in-depth expertise in drafting, advising and negotiating the legal documents related to various aspects of technology law.

We frequently advise and assist our clients in responding to changing government regulations and orders — especially related to issues such as online intermediaries, domain names, trademark issues and cyber-squatting. These are more important for clients engaged in BPO or ITES services.

The Media and Entertainment industry requires a thoughtful and systematic legal approach, since the correct application of intellectual property rights is the key to success here. Our team possesses the acumen to envision multiple scenarios based on the client’s requirements, and accordingly provides tailored legal structuring to mitigate the client’s risk.

We offer our legal services to clients dealing with the following diverse array of issues:

Software development, joint development or joint technology ventures
Licensing strategies and models, and EULA
OEM and value-added reseller engagements
Channel Partner appointments
Compliance relating to OTT platforms and their legal documentation
Structuring the copyright assignment by authors and consulting agreements
Digital marketing agreements
Artist Agreement
Content supplier
Outsourcing contracts
Cloud computing (e.g. SAAS, PAAS, IAAS etc.) agreements
Hosting agreements
Consultant and free lancing agreements
Distribution agreement
Digital asset purchase and acquisition
Risks and exposures associated during use of social media for marketing and promotional purpose, or entertainment
Take down notices or other cease and desist notices relating to intellectual property right violation.
Online terms of use, acceptable use policy and privacy policy

Mergers and Acquisitions

Rapid changes in the global economy have resulted in India emerging as a strong market for global enterprises that target organic growth. This has also set the trend of domestic and multi-national companies (MNCs) acquiring potential companies through management buyouts, leveraging of existing markets, and integration with global suppliers and vendors.

Our Team has distinctive experience representing both — the buy-side as well as the sell-side — and is well-placed to provide hands-on support for clients to structure a merger or acquisition deal. Our expertise extends across a spectrum of industries and geographies, including cross-border and domestic transactions, while maintaining our unique insight into each sector. We have worked closely with the foreign counsel of several multinational companies (MNCs) to successfully complete various complex India-based acquisitions under strict timelines to meet our clients’ regulatory and economic requirements.

Right from the first letter of intent to the post-merger or acquisition compliances, we help clients evaluate every aspect of the deal from due diligence, deal structuring, documentation, negotiation and regulatory approval to seamless closure — thus ensuring a holistic and satisfactory transition.

Our areas of expertise include:

Transaction structuring
Term Sheet drafting and negotiation
Legal Due Diligence
Transaction documentation and negotiation
CP/CS tracking and compliance
Secretarial compliances
Regulatory approvals and representations
KMP retention plan structuring and documentation
Reinstatement of Charter Documents and post-closing compliances

Funds Practice

For any fund to be successful, it has to be structured and aligned with the vision and mission of both the sponsor and the investment manager. Our team advises sponsors and fund managers (ranging from seasoned alternative-asset managers to independent boutiques and first-time fund sponsors) about fund structuring for various categories.

These range from angel funds, venture capital funds, private equity funds, debt fund to private investment funds in all major sectors.

Our clients value our counsel for:

Fund Set-Up
Government permits
Fund operation compliances and periodic compliance audit
Co-investment arrangements
Investor commitments
Managerial incentive schemes
Segregated managed accounts
Carried interest and claw-back structuring
Investment strategies in prospective investee companies
Fund exit

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Any links contained in the website shall not be construed as an endorsement by the Firm of such third-party website.

The website is intended for dissemination of information only, on an as-is basis, however, we do not warrant, promise or guarantee the accuracy or completeness of the information contained herein. We reserve the right to change, alter, delete or modify any information, content or material provided in our website and this Policy, at any time and without any prior notice.

We shall not be liable to you or any third-party for any loss, action, claim, damage whatsoever (whether direct, indirect, special or consequential) arising out of or in connection with the use of the website or any information/material contained therein or any unauthorized dissemination, use or reproduction of the website or its contents and any action or omission or decision taken by you relying on the information contained on the website. You agree that you understand that the website is used on own volition and at own risk and liability.

We retain the right to terminate or temporarily suspend the access to the Website any time without prior notice, for any reason whatsoever, without any liability to any third-party.

The control and maintenance of the website is from India and we do not warrant that the information or material contained herein would fit the requirements of or be appropriate for use outside of India.

This Policy and the terms herein are governed by the laws of India without giving effect to any principles of conflicts of laws. The courts of Bangalore shall have jurisdiction over any subject-matter herein.

Soumitra Banerjee

Partner

Contact Soumitra

sbanerjee@jurisarena.in

+91 9731325863

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Soumitra Banerjee

Partner

Contact Soumitra

sbanerjee@jurisarena.in

+91 9731325863

THE PRACTICE

OUR SERVICES

Contact us

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