Practice Areas

Mergers & Acquisitions

Our Mergers & Acquisitions practice spans over a broad spectrum of domestic and international transactions (inbound and outbound). We have expertise in advising clients, including lending corporates and financial institutions on a wide range of commercial arrangements, including but not limited to strategic joint ventures, special purpose vehicles, contractual and project-based alliances and collaborations, collaboration over manufacturing, supply and distribution of product, lease and licensing etc. We also advise on domestic lending structures and off-shore India linked borrowing and lending matters, and other matters in relation to structuring investments in India.

Our services in this practice area also include, inter alia, (i) advising on full range of deal structures from public takeovers and tender offers through to divestments, auctions, take privates and demergers, (ii) share-transactions, asset-sale transactions, business transfer and slump-sale transactions, (iii) joint ventures and structuring earn-out models for managements, (iv) advising on raising corporate finance, (v) advising on securities law issues (vi) advising on statutory compliances, and representing clients involved in winding-up, corporate insolvency and liquidation proceedings.

Private Equity

We are able to represent clients both entering into and exiting from private equity investments and offer end-to-end services to clients through numerous legal issues including but not limited to:

Conceptualizing and structuring which involves undertaking jurisdictional analysis and potential choice of security instruments considering the key drivers and legal implications.
Advising on all aspects of fund-formation.
Conducting legal and regulatory due-diligence
Advising on financial models and entry and exit strategies and implementation of these strategies.
Deal documentation, including term sheets, confidentiality agreements, share subscription agreements, share purchase agreements and shareholders agreements.

Stressed Asset Acquisition and Insolvency Resolution

We have a specialised practice in insolvency resolution under the Insolvency and Bankruptcy Code, 2016 and restructuring/acquisition of stressed assets in the insolvency arena wherein we handle a wide range of bankruptcy, insolvency and restructuring matters, from creating specialised resolution plans, conducting sale under liquidation proceedings both as a going concern and asset sales, to overseeing liquidation and resolution procedures.

More particularly, our stressed asset acquisition and insolvency resolution practice includes inter alia (i) advising in implementing restructuring through formal court or tribunal process, including formulation of strategies in line with prevalent legal, regulatory and policy framework, preparation of schemes, (ii) negotiating, drafting and finalising resolution plans and other relevant transaction documents, including finance documents and inter-creditor agreements, (iii) advising on exit and/or divestment strategies.

Our team has drawn on its past experience under t h e S I C A , C D R , D RT/ S A R FA E S I r e g i m e s combined with its expertise in the Insolvency and Bankruptcy Code to provide complete project lifecycle services to big ticket acquisitions.

We provide regular assistance to clients with restructuring plans and regulatory guidance to a broad range of clients, including advising corporations, prospective purchasers, strategic acquirers and investors who are looking to make opportunistic and key investments in distressed companies. We also advise financial institutions, banks, private credit providers and corporates on strategic debt restructuring, loan recovery and insolvency proceedings under the Insolvency and Bankruptcy Code.

Foreign Exchange Management – Inbound and Outbound Transactions

Our cross-border expertise encompasses a wide range of areas, including but not limited to:

Inbound and outbound deals including creating sensible and efficient investment structures
Advising on Foreign Exchange Management Act (FEMA) and Foreign Direct Investment (FDI).
Developing an entry strategy including assisting in establishment of a subsidiary or a joint venture entity in India.
Assisting with securing regulatory approvals including but not limited to FDI approval and obtaining approvals for establishing liaison office, branch office and project office.
Advising on repatriation of funds and profits from India.
Advising on the facilitation of intellectual property and transfer of technology and preparing related documentation.
Compliance with reporting requirements.

Our team offers exceptional transactional advice and support, providing practical solutions to the legal, business and cultural challenges that the fast- changing global business environment ensuring maximum benefits and solving complex issues relating to the exchange control regime.

Additionally, we offer expert guidance on regulations established under FEMA and by the Reserve Bank of India, covering all aspects of foreign exchange law.

We collaborate with businesses to offer a comprehensive understanding of the potential benefits and challenges when considering these types of transactions. Our aim is to provide proper planning to address crucial corporate, tax, legal financing, and regulatory issues that are vital for the success of the deal.

Corporate Restructuring

Our corporate restructuring practice is an integration of our vast experience across the domestic regulatory framework and sector-specific knowledge including applicable tax laws to formulate innovative structures for the restructuring endeavours.

We have advised clients across various sectors on the need for corporate restructuring, particularly when such need emanates from corporate turbulences, or family disputes amongst the promoter or shareholders, or exploring the benefits of extant provisions of the tax laws apart from considering strategic and financial synergies; which can be in any one or more modes, including a merger, demerger, slump sale, asset purchase, capital reduction, buy-back, family trusts or reconstruction of the capital structure of the companies.

We have expertise in a diverse range of fields in order to thoroughly evaluate all potential legal issues and business considerations, and assist in finding solutions that will restore, maintain and increase the value of an organisation. We strive to evaluate and combine all the elements involved in complex restructuring and implement pioneering solutions to meet client objectives.

We specialize in creating structuring solutions for our clients which successfully implement their objectives in a tax efficient manner without drawing regulatory sanctions. We ensure to fix a bridge between client requirements, regulatory sanctions and financial partners’ expectations to create unique restructuring solutions and at the same time, cater to the particular business requirements of every case at hand.

General Corporate & Regulatory Affairs

We regularly advise companies on their regulatory and compliance related issues and represent and guide clients on traversing the changing regulatory and legislative framework across sectors on various aspects including but not limited to Companies Act, securities regulations, licensing, statutory compliances, foreign direct investment, regulatory checks in acquisitions and restructuring etc. More specifically, we help and assist in:

Advising domestic and foreign clients on setting up of companies and joint ventures in India, and setting up of businesses abroad.
Advising on structuring of business operations in India.
Foreign direct investment including structuring of investments.
Compliances and registrations under applicable laws including the Companies Act.
Central and local laws compliances, including applicable stamp laws and registration of documents.
Conducting due-diligence and health check-up of the listed and unlisted companies.
Advising companies on a day-to-day basis on various issues such as convening their statutory meetings, undertaking transactions with related parties, compliances with securities law, or with labour and EHS laws
Advising companies on regulatory aspects related to funding in the companies
Issuance of detailed opinions on various intricate issues related to the Companies Act, securities laws, FEMA, NBFC laws, labour laws, anti-trust laws and on restructuring of businesses.
Assistance and advising on settlements and compounding of offences under Companies Act, Securities Laws and FEMA.
Advising in closure of companies by way of voluntary liquidation and/ or strike off.
Corporate governance related issues.

Our team has an extensive experience in dealing with a broad spectrum of regulators and a wide range of regulatory issues connected with different regulators in India. We have hands-on experience in drafting and making applications before the SEBI, RBI and other regulators, and procuring consultations and approvals from regulatory departments.

Our regulatory practice team keeps abreast of the latest regulatory initiatives and legislative developments and also helps advocate policy advancements across practice areas and sectors to support its client’s business needs.

Litigation and Dispute Resolution

Aekom has a keen emphasis on dispute resolution and boasts a dedicated practice for arbitration, commercial dispute resolution before courts, tribunals, regulators and statutory authorities and issues arising out of stressed asset acquisition and other facets of the Insolvency and Bankruptcy Code 2016. In these areas, our teams offer both post and predispute advisory and representational services.

Domestic and Foreign Arbitration

Aekom has a specialised Arbitration Practice Group wherein we advise our clients on complex domestic and international commercial arbitration matters including but not limited to pre- arbitration strategy, advising on negotiation strategy, settlement discussions, drafting pleadings, conducting arbitration hearings, representation during arbitral proceedings and recognition and enforcement of awards or challenges. Our arbitration team has represented industry leaders from across various sectors in high-value arbitrations and has secured favourable awards and orders for them.

We have successfully handled complicated domestic and international commercial arbitration matters from the stage of invocation to pleadings, interim relief, leading of evidence and cross examination, arguments and challenging or enforcing awards, along with numerous proceedings under Sections 8, 9, 11, 14, 34 and 37 of the Arbitration and Conciliation Act, 1996 before courts.

Commercial Dispute Resolution before courts and tribunals

Our expertise extends across disputes arising out of commercial contracts, company law, insolvency, debt recovery, white collar crimes, foreign exchange issues, moneylaundering, banking and finance, fraud, cyber security, data privacy and financial crime.

The firm’s lawyers have handled various high-profile litigations before different forums across India relating interalia to: (i) corporate litigation, writ litigation, tax matters before the courts, (ii) disputes relating to real property and succession, (iii) prosecution, restraining orders, and defensive actions in regard to intellectual property disputes for violation of patents, trademarks, copyrights, designs, (iv) oppression and mismanagement, shareholder disputes, (v) actions in relation to recovery of debts before the Debt Recovery Tribunals and Appellate Tribunals, (vi) actions relating to SARFAESI Act, and (vii) contractual and commercial disputes.

Disputes arising out of insolvency and stressed asset acquisitions

Aekom possesses a unique advantage of close synergy and cross-expertise between its insolvency advisory and insolvency disputes practises, enabling it to provide highly specialized representational services to entities acquiring stressed assets under insolvency from the stage of conceptualization of acquisition plan to documentation, approval, and adversarial litigations arising out of the acquisition. Aekom handles the entire disputes docket for the various high-value acquisitions implemented by its team, providing end-to-end services to its clients.

Additionally, Aekom has also represented financial and operational creditors from various industries in instituting proceedings under the Insolvency Code and in negotiating settlement agreements or seeking admission of petition against the Corporate Debtor. Our team has brought meaningful settlements to a number of foreign-based entities in recovery of dues from India-based businesses and companies. Aekom also boasts a widespread practice of advising and representing Resolution Professionals on diverse and complicated issues of law arising out of the Insolvency and Bankruptcy Code, 2016 and enjoys a close working relationship with leading Resolution Professionals across India.

Family Settlement and Succession Planning

Our estate and succession planning practice primarily involves advising individuals, high net worth individuals and families, as well as various corporate clients on estate planning, family business restructuring and transfer, accumulation, management and protection of wealth.

We work to render highly effective, personalized, creative and pragmatic solutions for our clients, including HNIs, business families, individuals, trust companies and beneficiaries, and other asset holders; which also allows us to provide one-stop service to meet our clients’ planning needs. Our full spectrum of services includes:

Estate Planning and Administration including estate and tax planning for individuals and its implementation, business succession analysis, multi-jurisdiction succession planning, incentive structuring, compensation and retirement planning, settlement of claims against estates, probate, valuation and liability issues.
Trust Administration, Charity and Planned Giving: We advise executors and trustees in all aspects of estate and trust administration, including advising on lifetime and testamentary trusts. We advise our clients on planned giving, including the establishment of charitable organizations, as well as public and private foundations.
Family Business Succession: We help position families in structuring an orderly transition of their businesses whether to the next generation or to buyers while planning to minimize taxation.

Drafting and execution: We understand complex family situations and assets, and assist our clients in drafting tax-efficient wills, revocable trusts, durable power of attorney etc
Advisory services including advising on high value offshore investments by resident Indians, advising corporate fiduciaries and private trustee offices on establishment and management of fiduciary businesses and identifying and managing fiduciary risk, advising on Indian and foreign laws and advising on the creation and administration of charitable and other tax-exempt organisations.

Banking & Finance and Securitisation

We at Aekom Legal offer a comprehensive legal service in the field of Banking and Finance. We have a team of experienced lawyers who have represented institutional lenders including global banks, nonbanking financial companies, broking houses, investment advisors, borrowers, security providers and issuers across a diverse range of financial transactions.

Our portfolio of services includes

Legal Due Diligence.
Drafting and negotiation of term sheet and transaction documents including facility agreements, common terms agreements, inter-creditor agreements, escrow agreements, accounts agreements, security trust deeds and a range of security documentation including assignments, legal mortgages, hypothecations, share pledges and guarantees.
Advisory on distressed debt situations, enforcement and winding up, catering to various stakeholders in assessing risks in such transactions.
Advising on incorporation of NBFCs, AIFs, etc.
Providing regulatory and compliance support with respect to various banking and finance laws.
Assist financial institutions in interfacing with the RBI.
Mergers and acquisitions in financial services sector.

Real Estate & Infrastructure

Our real estate practice deals with all aspects of laws related to real estate transactions for residential & commercial projects including drafting and negotiating commercial agreements such as lease agreements, sale agreements, builder buyer agreements, escrow agreements and mortgage agreements; advising on land use regulations and formation of trusts and estate management and drafting deeds and search reports on title and mutation of properties. More particularly, our broad spectrum of services includes:

Real Estate

Advising clients on registration & deregistration of Projects under Real Estate (Regulation and Development) Act, 2016.
Conducting compliances as per Real Estate (Regulation and Development) Act, 2016.
Real Estate transaction advisory, and structuring and documentation for real estate transactions involving commercial and residential projects
Real Estate transaction advisory, and structuring and documentation for real estate transactions involving commercial and residential projects
FDI in Real Estate and Infrastructure and private equity (both foreign direct investors as well as Indian developers).
Physical Due Diligence and Title Verification exercise spread all across India relating to all types of land such as residential, commercial, industrial, agricultural and advising on turn-key basis on the entire process of acquisition, change of land use, obtaining sanctions/approvals and completion of project.
Drafting, negotiating and finalizing various transaction documents such as Letter of Intent, Agreement to Sell, MoU, Development Agreement, Apartment Buyer Agreement, Sale/Conveyance Deed, Lease Deed, Power of Attorney(s), Escrow Agreement and other ancillary documents connected thereto and provide legal advice and support in negotiations and finalization of the same.
Drafting, negotiating and finalizing Joint Venture Agreement, Share Purchase Agreement, Shareholders Agreements, Share Subscription Agreement and other ancillary documents connected thereto.
Advising clients on land acquisitions, joint development arrangements, negotiating the lease and financing terms with respect to various categories of immovable properties including in the case of cooperative housing societies, affordable housing projects, IT logistic parks, residential townships etc. across the states in India.

Advising clients on various compliances under FEMA and RBI guidelines/circulars/notifications, secretarial compliances, requisite approvals/ environmental clearances/ sanctions/ compliances related to various stages of project.
Upon execution of the project, drafting of lease deeds, deeds of conveyance or revenue share arrangements, flat buyers’ agreements, space buyers’ agreements, maintenance agreements etc. and preparing standardized templates thereof drafting as required.

Infrastructure

Advising clients on regulatory framework and FDI norms for various infrastructure sectors such as Power, Telecommunications, Road/Highways, Airports, Ports, Hotel (Tourism), SEZs.
Advising clients on Public Private Partnership (PPP) model for infrastructure sector.
Advising on corporate agreements/documentation, statutory and regulatory compliances related to infrastructure projects.

Tax Advisory and Litigation

The Tax Advisory and Litigation needs of our clients are catered to, and ably guided and supported by our mentor Dr. Girish Ahuja and other professionals associated with us, whose guidance has enabled us to offer innovative and customised solutions to our clients and ability to effectively handle any tax disputes that may arise.

The portfolio of domestic and international tax advisory and litigation services in the area of direct and indirect taxation and transfer pricing include:

Advising on the tax aspects of restructuring and revival of entities including advisory on tax implications involved buy-back, reduction, merger, demerger, slump sale etc.
Advising on the structure for tax and perspective for acquisition of stressed assets including the CIRP process.
Advising on tax issues related to cross-border transactions.
Extensive litigation services, covering the entire spectrum of dispute resolution from the assessment level to the highest appellate level, and across all fora and courts, including the Authority for Advance Ruling, Settlement Commission, and the Supreme Court of India.
Advising on the impact of general anti-avoidance rules (GAAR) on a transaction.
Identifying and implementing tax efficiency, tax planning, optimisation strategies and strategic documentation.
Mergers and acquisitions in financial services sector.
Providing guidance on the eligibility to claim the relevant tax treaty benefits, treaty interpretations and designing an entry strategy.
Structuring of revenue and capital flows, including dividends, royalties, and fees for technical services.
Transfer pricing study, documentation and planning services, and transfer pricing litigation..

Corporate Governance, ESG, CSR and Business Compliance

Our Corporate Governance Practice group brings together a deep and nuanced understanding of the law, practical judgment, innovative thinking and indepth experience to advise listed and unlisted companies, their shareholders as also counselling boards of directors, board committees and senior management in navigating through the relevant regulations and disclosure norms and possible. enforcement actions by the Securities and Exchange Board of India and other regulatory and judicial authorities. We counsel companies on board and board committee structure, representation and best practices, succession planning for senior management and directors, crisis management, related party transactions, investigations, enforcement and regulation and review of charter and bylaws.

We also help clients efficiently and effectively ma n a g e t h e i n c r e a s i n g l y c omp l ex , ra p i d l y developing demands of ESG, CSR and Business Compliance. We advise clients in matters including stakeholder engagement, impact assessment, shareholder proposals, board advice, sustainable investment, grievance mechanisms, risk-mitigation, crisis management, reporting disclosures, business ethics, anti-bribery, anti-corruption and data protection. We also advise clients across a number of industries and technologies to help them capitalise on opportunities and mitigate the risks presented by ESG issues, including the critical areas of corporate citizenship, social responsibility, sustainability and climate change.