MODULE I: Structuring a Business

Sole proprietorship as a business structure
Family business

  • Issues in family business
  • Taxation issues
  • Partition and family settlement
  • Appointment of professional management for running a business

Structuring a partnership / LLP

  • Partnership Deed, LLP Agreement, registration requirement and procedure, number of partners, designated partners, sharing of profits, dissolution of partnership, default rules under Partnership Act and LLP Act.

Structuring a company

  • Formation and incorporation- private company, one person company: Reservation of Name, Director Identification Number and Digital Signature, Forms to be submitted to Registrar of companies for incorporation, Memorandum and Articles of Association, Types of Share Capital, Annual and periodic compliances.

Incentives and relaxations for startups and early stage businesses

  • MSMED Act: Advantages of registration, Registration process, money recovery procedures for startups, effective payment-related , dispute resolution mechanisms, Sample disclosure to be made under MSMED Act

Non-profit businesses and hybrid models

  • Procedure and key issues for incorporation of a trust / society / non-profit company
  • Tax benefits for a non-profit
  • Hybrid structures and their relevance

How to appoint advisors and remuneration models

Key takeaways

  • How to draft partnership deeds and LLP agreements
  • Drafting memorandum and articles of association of companies
  • Process, checklists and flowcharts for incorporation of partnership, company and LLP
  • How to start a non-profit venture, and process for claiming various government incentives for non-profits
  • Advisor agreement

Sample contracts and templates

  • Partnership Deed
  • LLP Agreement
  • Co-Founder’s Agreement
  • Memorandum and Articles of Association(as per Companies Act, 2013)

MODULE II: Taxation, basic accounting, import-export and customs duty

  • Accounts for business: Elementary accounting and record keeping for various forms of business entities (for a person who is not trained in finance), Accounting and the Law, Financial planning for a business.
  • Corporate taxation
    • Corporate income tax, Minimum Alternate Tax (MAT), taxation of software product and SAAS companies, tax on issue of capital (e.g. equity, bonus shares and convertible instruments)to different entities, transfer pricing
    • How TDS works – including forms, modes and timelines of for payment double taxation avoidance provisions and agreements, tax on software
  • Indirect Taxes: How and when to obtain registration for Central Sales Tax, VAT, Service Tax, Excise Duty
  • Tax strategy, regulatory proceedings and litigation
  • Export and import: Import and Export duties, Process of import-export, incentives for exporters.

MODULE III: Corporate Governance

  • Introduction to corporate governance: how does a company manages its activities?
  • Models of corporate governance: Indian and international practices
  • Regulation of listed companies
  • Regulation of foreign companies doing business in India
  • Instruments of control: Board of Directors, Shareholders’ Meetings, legal instruments
  • Shareholders’ Agreement, charters of the company
  • Related party transactions
  • Different types of company meetings Board Meetings, Committee Meetings, Shareholders’ meetings
  • Corporate governance related compliances
  • Appointment of Directors, Roles of Directors, Director’s liabilities, duties and liabilities of executives
  • Independent director – Appointment, roles and liabilities
  • Laws of executive compensation
  • Role of Shareholders in corporate governance
  • Corporate communications and reporting systems
  • Repatriation of profit, Divisible Profits and Dividend
  • How an outsider should deal with a company?
  • Corporate Social Responsibility

MODULE IV: Raising investment – Angel rounds, VC & PE deals

  • Introduction to raising investment – financial and strategic investment
  • Business structuring and investment
  • Angel investments and regulation of angel funds
  • Steps in an investment transaction – negotiation, drafting and legal strategy
  • How to conduct due diligence?
  • Understanding non-disclosure agreements (NDAs)
  • Understanding capitalisation table and termsheets
  • Private placement process
  • Transfer of shares
  • Dealing with multiple investors
  • Shareholders Agreements and how to negotiate them
  • Exit issues in investment transactions
  • Advanced issues – Private equity, PIPES transactions, Strategic investment and Joint ventures

Key takeaways

  • How to negotiate shareholders agreements and termsheets (with case studies)
  • How to negotiate shareholders agreements with investors
  • How to conduct due diligence

Sample contracts and templates

  • Non-disclosure agreement
  • Shareholders and share subscription agreement
  • Term sheet
  • Due diligence report

MODULE V: Institutional finance – Loans and ECBs

  • How do you raise investment or loans to finance a business?
  • Raising debt financing – syndicate loans vs. single bank loans
  • Bank guarantees and securities
  • Introduction to FEMA, various types of bank accounts in India, handling and remittance of foreign exchange, current and capital account transactions
  • External commercial borrowings, raising finance by a non-profit entity from foreign sources
  • Essential issues in loan agreement
  • Understanding syndicate loans
  • Important clauses in a Syndicate Loan Agreement

Key takeaways

  • How to identify key issues in a loan agreement
  • How to identify important regulatory concerns in a foreign investment transaction
  • FCRA requirements for receiving donations

Sample contracts and templates

  • Sample loan agreement from a domestic bank
  • Syndicate loan agreement for ECB

MODULE VI: Foreign direct investment and regulatory issues

  • FDI restrictions on foreign investors
  • FDI in different business structures Companies, Trust, LLP
  • Sectoral regulations – FDI in e-commerce
  • Entry-related issues – approval route, conditionalities and sectoral regulations
  • Pricing restrictions
  • Exit related issues
  • Bank accounts for foreigners and handling foreign exchange
  • Valuation, compliance and filing requirements
  • Relaxations for foreign venture capital investors
  • Negotiating exits with foreign investors

Sample documents

  • Sample FIPB approval application
  • Sample sectoral approval application
  • Sample FIPB and sectoral approvals

MODULE VII: Employee Management Labour Law and Business licenses

  • Employment agreement
  • Labour law compliances
  • Legal forms of incentives and perquisites
  • Structuring ESOP& ESPS
  • Intellectual property and employees
  • Non-compete agreements, non-disclosure agreements
  • Employee sharing/deputation
  • Attrition management
  • Trade licenses
  • Industrial licensing and environmental compliance (for large companies, particularly manufacturers)

Sample agreements and documents

  • Employment agreement
  • Employee-sharing arrangement
  • Sample ESOP Plan
  • Sample board resolution approving ESOP Plan
  • Sample letter for granting stock options

MODULE VIII: Arbitration and Dispute Resolution

  • How to avoid disputes and drainage of resources through courtroom battles
  • Arbitration, negotiation, arbitration clauses in contracts
  • Structuring arbitration for speedy and fair resolution
  • How to develop a dispute settlement strategy
  • How to use anti-suit injunctions in international transactions
  • Introduction to commercial mediation proceedings

Key Takeaways

  • Sample clauses for institutional arbitration (from renowned arbitration institutions)
  • Sample clauses for ad hoc arbitration and their pros and cons
  • How to draft a customized arbitration clause for speedy and cost-effective arbitration
  • When to apply for anti-suit injunction

MODULE IX: Information Technology and Law

  • Legal structure governing the Internet, electronic contracts and digital signatures
  • Data protection under Indian law
  • Offences under Information Technology Act
  • Electronic evidence and the law
  • Intermediary liability and compliance
  • Payment gateways and legal documentation
  • Cloud computing agreements and End-User License Agreements (EULA), privacy issues on the Internet.
  • Essential Information Technology Contracts
  • Outsourcing contracts
  • Steps to deal with online intellectual property infringement

Sample Documents

  • Statement of work
  • Master Services agreement
  • Sub-merchant agreement
  • Maintenance and Support Agreement
  • Privacy Policy
  • Terms of Service
  • Takedown Notice
  • Cease and Desist Notice for IP Infringement

MODULE X: Intellectual Property Rights and IP monetisation

  • Copyright: Copyright Act, Rights available to copyright owner, Originality and Idea-Expression dichotomy, infringement of copyright, Exceptions to infringement (including fair use), Copyright protection on internet, Digital Millennium Copyright Act, software piracy.
  • Patents: Patent Act, components of a patent application, international patent registrations, rights available to patent holders, requirements of novelty, inventive step and industrial application, product and process patents, assignment and revocation, Patenting of biotechnology inventions and pharmaceutical products.
  • Trademark Act: Registration of trademark, steps for international registration of trademark, rights available to trademark owner, Goodwill, different types of marks such as service marks
  • Monetization of intellectual property – Licensing and franchising agreements
  • Trade secret law, employment contracts and protection of software

Key Takeaways

  • How to obtain copyright, trademark and patent registration in India
  • Procedure for international registration of trademarks and patents
  • How to enforce IP rights against imported items and fake products
  • DRM technologies and copyright law
  • Special court orders for protecting and enforcing IP rights
  • How to draft end-user license agreements (EULAs)

Sample Agreements

  • IP License Agreement
  • Franchisee Agreement
  • Assignment Agreement
  • End-User License Agreement

MODULE XI: Management Practices and Laws

  • Legal risk management – identifying and minimizing risks
  • Building processes and internal policies
  • Internal company policies, security systems, allocation of responsibility amongst officers, imposing contractual obligations, reporting structure
  • Recruitment policy, compensation policy, performance management policy, leave policy, medical policy, sexual harassment policy, data protection and confidentiality policy, grievance redressal policy, whistleblower policy, emergency policies, media communications policy, social media and blogging policy
  • Key business agreements and risks – Distribution agreement, Marketing Agreement, Commercial leases, Consultancy Agreement, Collaboration/Co-branding Agreement, Advertising Agreement
  • Mitigating risks of sexual harassment
  • Online reputation management
  • Key insurances necessary for business- Fire and Special Peril, Transportation, Keyman Insurance, Terrorism Insurance, Group Insurance, Public Liability Insurance, Professional Liability Insurance,Director’s and Officer’s (D&O) Insurance.

Key takeaways

  • Practical checklists for framing various internal policies of the company
  • Understanding insurance policies and their strategic use in management
  • Sample D&O Policy and negotiation essentials

MODULE XII: Overview of major sectoral and industry-specific legislations

  • SEZs: Law relating to SEZs (includes tax sops available to SEZs), types of SEZs, comparison of SEZs with Export Oriented Units (EOUs) and Software Technology Parks (STP)
  • Banking and financial laws
  • Insurance: Regulation of insurance sector
  • How mutual funds work and introductory fund structuring

Key takeaways

  • Learn whether a particular business should be located in an SEZ, or an EOU or an ordinary exporter

MODULE XIII: Government Tenders and Contracts

Government is the biggest enterprise level consumer. Certain norms are to be followed for doing business with the government. The purpose of this module is to cover the basics of the same. This module introduces the students to the following:

  • Legal basis of tenders – Article 14 and promissory estoppel
  • Rules and procedures governing procurement of goods and services for central government departments
  • Essential terms in a bid document
  • Public Private Partnerships, EPC Contracts and Concession Agreements
  • An overview of bidding methodology that the Government may adopt and the legal principles relating to the same – such as competitive bidding, first-come-first-serve, sealed bids, auctions, tenders.
  • Legal compliances typically insisted upon by the Government for evaluating eligibility criteria of bidders
  • Prohibition of unfair bidding practices – a discussion on bid-rigging
  • Reservations for startups and SMEs

Sample Documents

  • Notice inviting tenders
  • Public Private Partnership and Concession Agreements

MODULE XIV: Negotiation and Contract Drafting

  • Contract drafting essentials- Elements of a contract
  • How to become proficient at drafting contracts- drafting guidelines and checklists
  • Pointers and checklists to ensure a risk-free contract
  • Boilerplate clauses – Importance and customization
  • Negotiation essentials – Important points that every entrepreneur or his advisor should know, Negotiation soft skills
  • Inclusion of commercial intent in contracts
  • Negotiating and drafting sample agreements – Non-disclosure agreements, shareholders’ Agreement, Commercial lease

Additional benefits

  • Periodic Webinars from general counsels, law firm partners, senior government officers and successful businessmen
  • Sample Agreements, checklists, application forms and documents
  • Industry updates from top law firms in India and Silicon Valley
  • Recruitment preparation and career guidance toolkit – learn about career opportunities for commercial lawyers, how to crack interviews, draft covering letters and CVs and convert internships into job offers (with video training)