Syllabus

M.A. in Business Laws in Corporate Governance and Statutory Compliances

(Refer to the serial nos. for a detailed explanation of what will be taught under each course head)

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Commercial Contracts, Drafting and Negotiation

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5

Business Structuring, Accountancy and Law, Taxation

3

Intellectual Property Law,  Information Technology Law  and Management

6

Semester III

S. No.

Semester IV

S. No.

Employment and labour laws – compliance, strategy and dispute resolution

7

Corporate Finance, Investment Laws and Compliances

10

Government Procurement, Tendering Process and Government Contracts

8

Legal risk management, sectoral, regulatory and statutory compliances

11

Import-Export and Customs Laws

 

9

Merger & Acquisitions and Competition Law

12

 

 

M.A. in Business Laws in Intellectual Property and Cyber Law

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Commercial Contracts, Drafting and Negotiation

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5

Business Structuring, Accountancy and Law, Taxation of Intellectual Property and Software

3

Introduction to Information Technology Laws in India and Cyber Security

6A

Semester III

S. No.

Semester IV

S. No.

Laws of copyright and trademark

7A

Laws of e-Commerce, Online Payment and Encryptions

10A

Patent laws and business strategy

8A

Monetizing Intellectual Property & Documentation

-          Licensing, Assignment

-          Technology transfer, franchising

11A

Employment Law, HR Practices in IT industry

9A

Outsourcing law and management, Cloud Computing, Data Protection and Online Reputation Management

12A

 

 

M.A. in Business Laws in M&A, Investment and Institutional Finance

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Commercial Contracts, Drafting and Negotiation

4

Commercial Contracts, Drafting and Negotiation

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5

Business Structuring, Accountancy and Law, Taxation

3

Intellectual Property Law, Information Technology Law and Management

6

Semester III

S. No.

Semester IV

S. No.

Equity Investment, Negotiation and Documentation

7B

Securities Market, Law and Regulatory Practices

10B

Debt Financing, Negotiation and Documentation

8B

Management Practices and Law

11B

Foreign Direct Investment in private and Public limited companies

9B

Merger & Acquisitions and Competition Law

12

 

 

M.A. in Drafting, Negotiation and Dispute Resolution

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Drafting and Negotiation of Commercial Contracts

2

Regulatory disputes, domestic and cross-border regulatory dispute resolution, litigation and enforcement issues

5C

Business Structuring, Accountancy and Law, Taxation

3

Information Technology Law and IT Contracts: Drafting and Negotiation

6C

Semester III

S. No.

Semester IV

S. No.

Arbitration Practice, Procedure & Enforcement

7C

Business Centric Dispute Resolution Processes: Negotiation, mediation and expert determination

10C

Government Procurement, Tendering Process and Government Contracts

8

Monetizing Intellectual Property & Documentation (Contractual perspective)

-          - Licensing, Cross-licensing, Assignment

-          - Technology transfer, franchising

11A

Employment, industrial and labour disputes, standing orders and collective bargaining

9C

Drafting and negotiation of M&A, Financing and Investment Contracts,

12C

 

 

M.A. in Business Laws in Insurance, Banking and Financial Services

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Commercial Contracts, Drafting and Negotiation

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5

Business Structuring, Accountancy and Law, Taxation

3

Intellectual Property Law, Information Technology Law and Management

6

Semester III

S. No.

Semester IV

S. No.

Banking Law

7

Corporate Finance, Investment Laws and Compliances

10

Insurance Law

8

Bankruptcy and Insolvency Law

11

Regulation of technology based payment methods

9

Merger & Acquisitions and Competition Law

12

 

 

M.A. in Business Laws in Securities and Capital Markets

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Commercial Contracts, Drafting and Negotiation

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5

Business Structuring, Accountancy and Law, Taxation

3

Intellectual Property Law, Information Technology Law and Management

6

Semester III

S. No.

Semester IV

S. No.

Equity Investment, Negotiation and Documentation

7B

Securities Market, Law and Regulatory Practices

10B

Debt Financing, Negotiation and Documentation

8B

White Collar Crimes and Securities Fraud

11B

International Securities Regulation

9B

Merger & Acquisitions and Competition Law

12

 

 

M.A. in Business Laws in Competition Law

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Drafting and Negotiation of Commercial Contracts

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5

Business Structuring, Accountancy and Law, Taxation

3

Intellectual Property Law, Information Technology Law and Management

6

Semester III

S. No.

Semester IV

S. No.

Competition Law Practice and Enforcement in India

7C

Securities Market, Law and Regulatory Practices

10C

Competition Law and IP

8C

Corporate Finance, Investment Laws and Compliances

10

International and Comparative Competition Law

9C

Merger & Acquisitions and Competition Law

12

 

 

M.A. in Business Laws in International Trade and Cross Border Transactions

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Drafting and Negotiation of Commercial Contracts

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5

Business Structuring, Accountancy and Law, Taxation

3

Intellectual Property Law, Information Technology Law and Management

6

Semester III

S. No.

Semester IV

S. No.

International Trade Law

7D

Securities Market, Law and Regulatory Practices

10B

International Commercial Arbitration and the Law

8D

Corporate Finance, Investment Laws and Compliances

10

Taxation of Cross-Border Transactions

9C

Merger & Acquisitions and Competition Law

12

 

 

M.A. in Business Laws in Energy Law

Semester I

S. No.

Semester II

S. No.

Introduction to legal systems and legal concepts

1

Corporate Governance and Corporate Social Responsibility

4

Drafting and Negotiation of Commercial Contracts

2

Business Centric Dispute Resolution - Law and Strategy

-          Arbitration, Mediation and Negotiation

-          Litigation Strategy 

-          Regulatory Litigation

5C

Business Structuring, Accountancy and Law, Taxation

3

Intellectual Property Law, Information Technology Law and Management

6C

Semester III

S. No.

Semester IV

S. No.

Oil and Gas Laws

7D

Mining Laws

10C

Health, Safety and Environmental Laws in Energy Sector

8D

Project Finance, Investment Laws and Compliances

10

Power, Energy Sector Laws and Regulation

9D

Merger & Acquisitions and Competition Law

12

 

 

  1. Introduction to law and legal systems
  • Indian legal system, federalism and constitutionalism
  • Legislation, Enforcement of laws and Adjudication
  • Judicial system in India and hierarchy of courts
  • Criminal and Civil legal and justice system
  • Concept of Jurisdiction
  • Regulatory tribunals and their functions
  • Principles of administrative law
  • Private dispute resolution mechanisms
  • International Law and its impact on business
  1. Commercial Contracts, Drafting and Negotiation
  • Ingredients of a valid contract
  • Validity of standard form contracts
  • Electronic contracts - contracts by email, browsewrap, shrinkwrap and clickwrap contracts, digital signatures
  • Enforceability of electronic contracts
  • Relevance of procedural requirements for contractual validity and enforcement - Registration, stamping, attestation, notarization, apostillation
  • Remedies for breach of contract and practical considerations
  • Contract drafting and practical considerations
    • Essential clauses in any commercial agreement - definitions clause, obligations of parties, determination of milestones and timelines, payment modalities, waivers, assignment, applicable law, representations and warranties, covenants, indemnities, termination, events of default and material adverse change clauses, taxes, force majeure
    • Common drafting errors and efficient drafting techniques to minimize risk of disputes
  • Contract negotiation - Theories and practical case studies
  1. Business Structuring, Accountancy and Law, Taxation
  • Different forms of business structures - Sole proprietorship, partnership, LLP and companies
  • Co-founder arrangements
  • 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: Reservation of Name, Director Identification Number and Digital Signature, Forms to be submitted to Registrar of companies for incorporation, Drafting Memorandum and Articles of Association, Types of Share Capital, Annual and periodic compliances.
  • One person company
  • Hybrid structures and their relevance
  • Non-profit businesses and hybrid models
    • Law related to formation of trusts and societies
    • Procedure and key issues for incorporation of a trust / society / non-profit company
    • Tax benefits for a non-profit
  • Considerations while choosing an optimal business structure
  • Taxation of different business structures
  • Joint ventures and association of persons
  • Accounting and the law
  • Corporate income tax, minimum alternate tax, tax on issuance of capital
  • Indirect taxes: Excise duty, service tax and VAT - Applicability, how to obtain registration, computation of the tax, when to make payment
  1. Corporate Governance and Corporate Social Responsibility
  • Introduction to corporate governance - Shareholders’ rights vis-à-vis managers
  • Appointment and removal of directors
  • Corporate communications and reporting systems
  • Procedures for corporate decision-making
  • Related party transactions and conflict of interest
  • Powers and responsibilities of the board of directors and key managerial personnel, delegation of functions by directors
  • Independent directors and committees of directors
  • Directors’ supervision of accounts and auditing, responsibilities for financial fraud
  • Governance mechanisms in private companies, public companies and listed companies
  • Repatriation of profit, regulation of managerial remuneration, divisible profits and dividend
  • Governance-related compliance requirements around key business transactions - raising investments, obtaining loans, exits, sale of business undertaking
  • Corporate governance of public sector undertakings
  • Corporate social responsibility - Voluntary instruments and the 2013 Companies Act and rules
  1. Business Centric Dispute Resolution - Law and Strategy
  • Dispute resolution methods - litigation, arbitration, expert determination, mediation and conciliation
  • Types of business disputes and choice of appropriate dispute resolution method
  • Arbitration:
    • Arbitrator appointment strategy, institutional vs. ad hoc arbitration, how to demand suitable interim measures
    • Drafting efficient arbitration clauses
    • How to minimize delay in arbitration proceedings
    • International commercial arbitration
    • Enforcement strategies, grounds for challenge of arbitral awards,
    • Anti-suit injunctions
  • Mediation: Strategies and relevance in commercial disputes
  • Role of negotiation in dispute situations
  • Litigation Strategy for domestic and cross-border disputes
  • Regulatory Litigation - show cause notices and how to respond to them, remedies against adverse orders of adjudicating officers and tribunals, appellate tribunals, settlement with regulators

5C: Regulatory disputes, domestic and cross-border regulatory dispute resolution, litigation and enforcement issues

  • Sectors / regulators covered: Electricity Disputes, Debt Recovery Tribunal, SEBI, Tax regulators, Competition Commission disputes, Case study of USFDA in India and Indian pharmaceutical sector, Resolution of domain name disputes
  • Role of ombudsman
  • Investigative powers of regulatory authorities: Competition Commission, SEBI and income tax authorities
  • Pre-dispute clarificatory processes - Informal guidance by SEBI, Advance Ruling by Income Tax Authorities
  • Regulatory violations, penalties and imprisonment under business-related legislations: tax, intellectual property, competition, legal metrology, etc.
  • Application of plea bargaining to corporate and white-collar crime
  • Compounding and regularization of regulatory violations
  • Offshore jurisdiction of regulators: Indian Competition Commission and Tax Authorities, US Securities law
  • Enforcement issues in dispute resolution:
    • Execution petitions
    • Enforcement of foreign court decrees in India and Indian court decrees abroad
    • Regulatory approvals required for enforcement of court orders e.g. FIPB approval for enforcement of indemnity or exits

 

  1. Intellectual Property Law, Information Technology Law and Management
  • Relevance of information technology law for businessmen
  • Legal structure governing the Internet
  • Data protection under Indian law and privacy issues
  • Legal documents necessary for offering software or providing online services
    • Cloud computing agreements
    • End-User License Agreements (EULA)
    • Payment gateway issues
    • Terms of Service
    • Privacy Policies
  • Process charts to detect online IP infringement
  • Steps for dealing with intellectual property infringements on the internet
    • Introduction to intermediary responsibility
    • Takedown notices and cease-and-desist notices
    • Content censorship and blocking of websites

6A. Introduction to Information Technology Laws in India and Cyber Security

  • Relevance of information technology law for businessmen
  • Legal structure governing the Internet
  • Legal documents necessary for offering software or providing online services
    • Cloud computing agreements
    • End-User License Agreements (EULA)
    • Payment gateway issues
    • Terms of Service
    • Privacy Policies
  • Data protection under Indian law and privacy issues
  • Remedies for credit card fraud, identity and data theft
  • Measures to prevent data theft
  • ‘Reasonable security practices’ and ISO certifications
  • Encryption standards for secure transmission

6C. Information Technology Law and IT Contracts: Drafting and Negotiation

  • Relevance of information technology law for businessmen
  • Legal structure governing the Internet
  • Data protection under Indian law and privacy issues
  • Remedies for credit card fraud, identity and data theft
  • Measures to prevent data theft
  • ‘Reasonable security practices’ and ISO certifications
  • Encryption standards for secure transmission
  • IT Contracts
  • Cloud computing agreements
  • End-User License Agreements (EULA)
  • MSA and SWA
  • Software escrow
  • E-commerce contracts
  • Website Development and Maintenance Agreement
  • Domain Name Transfer and Settlement Agreement
  • Terms of Service
  • Privacy Policies

 

  1. Employment and labour laws
  • Employment agreements and key clauses
  • Employment contracts of senior management
  • Labour law compliance requirements for employees and workers (applicability, registers, notices, filing requirements) -
  • Factories law and Shops and Establishments Act
    • Contract labour regulation
    • Professional Tax Act
    • Remuneration-related laws and compliance: Minimum Wages Act, Payment of Bonus Act, Equal Remuneration Act, etc.
    • Regulation for interns and apprentices
  • Relaxations for small businesses
  • Social security legislation – Gratuity, Provident Fund, Employees State Insurance
  • Standing orders
  • Non-compete agreements, non-disclosure agreements, lock-ins
  • Employee sharing/deputation
  • Attrition management
  • Collective bargaining and trade unionism, industrial disputes tribunal, labour courts

7A. Law of Copyright and Trademark

  • Copyright Law
    • Introduction - Copyright protection of different kinds of ‘works’, rights available to copyright owner, originality and idea-expression dichotomy,
    • Infringement of copyright, remedies against infringement exceptions to infringement (including fair use), copyright protection on internet, Anton-Pillar and John Doe orders, amendments to copyright law,
    • Copyright protection of software,
    • How to establish copyright in legal proceedings
    • Registration of copyright
    • Copyright societies, royalties to authors, performer’s rights and broadcasting rights, Digital Millennium Copyright Act, software piracy
    • Digital rights management

Trademark Law:

  • Introduction to trademarks and what can be trademarked
  • Unconventional trademarks
  • How to register trademark, trademark search, series marks, service marks, passing-off and cross-border reputation claims, domain names and cyber-squatting,steps for international registration of trademark under Madrid Protocol
  • International protection of trademarks,
  • Rights available to trademark owner, goodwill, remedies for cross-border infringement of trademarks
  • Remedies for infringement
  • Exceptions to infringement, trademark of personal names, honest concurrent use

7B. Equity investment, negotiation and documentation

  • Introduction to raising equity investment - types of investors, investor goals
  • Financial investments, strategic investments and joint ventures - impact on documentation and business structure
  • Stages in an investment transaction
  • Non-disclosure agreements and negotiation pointers
  • Due diligence
  • Operational mechanics of a termsheet and shareholders agreement
  • Legal and commercial implications of equity and hybrid securities
  • Private equity investments
  • Negotiating term-sheets and shareholders agreements, such as:
  • Liquidation preference
  • Governance provisions
  • Founder restrictions and lock-ins
  • Tag-Along, Drag Along, Pre-emption
  • ROFOs and ROFRs
  • Anti-dilution and ratchets
  • Exit-related provisions such as buy-backs, put-options, IPOs
  • Case studies

7C: Arbitration Practice, Procedure & Enforcement

  • Drafting effective arbitration clauses
  • Arbitrability – which disputes can be resolved by arbitration?
  • Challenges to arbitration agreements, arbitrators and awards
  • Concerns governing choice of an arbitral institution
  • Governing law, seat and choice of institution in international arbitration
  • Role of courts and judicial system in arbitration
  • Drafting effective interim applications and claims
  • Grounds for challenge of domestic and international arbitral awards
  • Arbitration with Government-bodies as a party to the transaction
  • Institutional and ad hoc arbitration
  • Amendments in Indian arbitration law and their implications
  • Online and fast-track arbitration
  • Powers of arbitrators and reliefs that can be granted
  • Enforcement of:
    • Foreign arbitral awards in India
    • Domestic awards in offshore jurisdictions

 

  1. Government Procurement, Tendering Process and Government Contracts
  • Conceptual understanding of government contracts and article 14
  • Promissory estoppel
  • General financial rules and draft Public Procurement Bill
  • Tender processes
  • Single-stage and two-stage bidding procedures
  • Introduction to CVC norms
  • Public private partnerships and concession agreements
  • Remedies in case of unfair or discriminatory treatment against a bidder
  • Unfair bidding practices

8A. Patent law and business strategy

  • Criteria for patentability
  • Registration of patents - How to identify prior art, conduct patent search, components of a patent application
  • How to draft a patent specification
  • Patent prosecution and opposition
  • Patent claim scope
  • International patent registration under PCT and Paris Convention
  • Software patents – Indian and US laws
  • Issues in biotechnology and pharmaceutical patents
  • Assignment and revocation of patents
  • Patent landscaping and patent portfolio management
  • Non-practising entities and trolls
  • Research institutions, patents and invention disclosure forms

8B. Debt Financing, Negotiation and Documentation

  • Types of loans and facility arrangements with banks
  • Strategic reasons for obtaining debt from other sources – non-banking finance companies, group companies, issue of bonds
  • Clauses under loan agreements
  • Security requirements
  • Compliance requirements for obtaining loans
  • External Commercial Borrowings - Regulation of Foreign loans
  • Creation of security in favour of foreigners
  • Syndicated loans - documentation, negotiation and formats
  1. Import-Export and Customs Laws
  • Foreign Trade Development Regulation Act and Foreign Trade Policy
  • Steps in import transactions
  • Import-export by courier and post
  • Multi-modal transport laws, customs ports, container and logistics arrangements in international trade
  • Determination of import duty
  • Export procedure and export duty
  • Practical relevance of warehousing
  • Incentive schemes for exporters
  • Capital goods incentive scheme
  • Duty drawbacks and duty free import authorization scheme
  • Advance Authorization scheme
  • SEZs and their strategic advantage

9A. Employment Law, HR Practices in IT industry

  • Employment contracts of senior managers and employees – Claw-back provisions, golden parachutes, caps on remuneration
  • Applicability of standing orders to IT industry
  • Employee incentives and perquisites - Stock options, stock purchase schemes, revenue share and profit share arrangements
  • Lock-ins and employment bonds
  • Anti-poaching arrangements and competition law
  • Managing HR and protection of Intellectual Property
  • NDA agreement
  • Work for hire agreement
  • Clauses in Employment Agreement

9B. Foreign Direct Investment in private and public companies

  • FEMA, FDI Policy and regulations:
  • FDI in different business structures - Companies, Trust, LLP
  • Sectoral regulations
  • Entry-related issues - approval route, conditionalities and sectoral regulations
  • Pricing restrictions
  • Exit related issues
  • Determination of foreign ownership
  • FDI in large corporate houses and groups
  • Bank accounts for foreigners and handling foreign exchange
  • Valuation, compliance and filing requirements
  • Relaxations for foreign venture capital investors
  • Regulatory issues surrounding exits with foreign investors
  • SEBI and RBI regulations on listed company investments and exits
  • Sectoral and FIPB approval applications

9C. Employment, industrial and labour disputes, standing orders and collective bargaining

  • Terms of employment of labourers and collective bargaining
  • Importance of standing orders, how to frame and get approval for a standing order for an industrial establishment/ factory
  • Matters that must be addressed in a standing order, model standing orders
  • What happens if contractual terms/ letter of appointment conflict with standing orders?
  • Process for modification or changing terms of employment
  • Understanding the collective bargaining process
  • - Recognized and un-recognized trade unions –Why is recognition important?
  • - Strikes: Under which circumstances is a strike considered lawful? When are strikes prohibited?
  • - Special provisions for public utility services
  • Outcomes of collective bargaining:
  • o Employer and labourer settlements
  • o Settlements pursuant to conciliation proceedings
  • o Specimen settlement agreement
  • Disputes with industrial workers and labourers over employment terms
  • In which situations does a labour court or tribunal have the authority to resolve an industrial dispute?
  • How can a dispute which is not notified by the government be resolved?
  • Use of statutory arbitration under Industrial Disputes Act by employer and labourers
  • Disputes under industries not covered by the Industrial Disputes Act
  • Enforcement of settlement agreements and awards of labour courts/ arbitral tribunals
  • Handling disputes pertaining to sexual harassment
  • Obligations in case of business transfers, termination or inability to give work
  • Comparison of lay-off, retrenchment and lockout
  • Notice, compensation and other obligations of employers in case of lay-off, lockout and retrenchment of workmen
  • In which order must workmen be retrenched?
  • When is an employer not under an obligation to compensate workmen for the above actions?
  • Employers’ obligations towards employees in case of a business transfer
  •  M&A and employment issues

 

  1. Corporate Finance, Investment Laws and Compliances
  • Sources of corporate finance and their comparative evaluation:
  • Equity finance
  • Debt finance - Bonds and loans
  • Hybrid instruments - warrants and convertible notes
  • Conversion mechanics and regulatory requirements
  • Legal issues around raising investment:
  • Stages in an investment transaction and associated documentation
  • Strategic and financial investments
  • Investment documentation - shareholders agreements, share subscription agreements, share purchase agreements, articles of association, exit rights documentation
  • Types of loans and their features - Working capital loans, cash credit and overdraft facilities, term loans, revolving loans, secured and unsecured loans
  • Regulatory compliances for raising equity and debt finance
  • Companies Act
  • Foreign Exchange laws
  • Securities laws
  • Refinancing arrangements and the law
  • Finance and liquidity crises - Introduction to restructuring

10A. Laws of e-Commerce, Online Payment and Encryptions

  • E-commerce and the law
  • Regulations in India
  • FDI in e-commerce and business structures
  • Security issues in E-commerce
  • Electronic payment systems
  • Payment and Settlement Systems Act and RBI regulations
  • Understanding online payment and transactions
  • Payment gateway arrangements
  • Crypto-currencies and the law
  • Taxation issues in E-commerce

10B. Securities Market, Law and Regulatory Practices

  • Eligibility criteria for accessing public capital
  • Listing of equity instruments - Initial public offers (IPOs), follow-on public offers (FPOs), Rights issues, Qualified Institutions Placement
  • SME platform and relaxations for listing of small and medium enterprises
  • Listing of debt instruments
  • Listing on overseas exchanges - ADRs and GDRs, overseas subsidiary listing
  • Overseas issuance of debt - foreign currency convertible bonds (FCCBs) and foreign currency exchangeable bonds (FCEBs)

 

10C: Business Centric Dispute Resolution Processes: Negotiation, mediation and expert determination

Negotiation

  • What is negotiation?
  • What are the basics of principled negotiation – SWOT Analysis, ZOPA, WATNA, MLATNA, BATNA
  • How to prepare for a principled negotiation?
  • Deal negotiation vs. dispute negotiation
  • Negotiation in post dispute situations
  • Enforceability of pre and post-litigation and arbitration negotiated settlements

 

  • Settlement agreements and role of court approval
  • Negotiation vs. other dispute settlement mechanisms
  • Principled vs. demand-based or adversarial negotiation
  • Cost of negotiation and alternatives to negotiation
  • Role of lawyers in negotiation
  • Practical negotiation tips

Mediation

Institutional and court-annexed mediation in India

Mediation at domestic and international level

Expert determination

  • When is expert determination useful?
  • Relevance of expert determination findings in dispute resolution
  • Comparison of expert determination and other dispute resolution methods
  • Court’s and arbitrator’s powers to involve experts in traditional disputes
  • Enforceability of expert’s findings

 

  1. Legal risk management, sectoral, regulatory and statutory compliances
  • Legal risk management - identifying and minimizing risks, building processes
  • Internal company policies, allocation of responsibility amongst officers, imposing contractual obligations, reporting structures
  • 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
  • Insurance: 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.
  • Sectoral regulators and licensing requirements
  • Introduction to SEBI and financial sector
  • Telecom regulation
  • Insurance sector

11A. Monetizing Intellectual Property & Documentation

  • Acquiring IPs – JV, licensing, M&A, JD, Patent pooling
  • IP Audit, IP Valuation, IP Securitization
  • Licensing agreements and negotiation
  • Open source licenses, creative commons
  • Regulatory requirements for licensing of copyright, trademark and patent
  • Cross-licensing strategies for technology companies
  • Franchising and merchandising agreements and negotiation
  • Business models of non-practising entities (NPEs) and patent trolls
  • Assignment agreements: Regulatory compliance and negotiation
  • Technology transfer models and arrangements
  • Procedures for Technology Transfer/ Commercialization – JV, Subsidiary, Outright third party transfer
  • IP regime and transfer strategy
  • Licensing of IP – Protection against IP spill over
  • Managing Trade secrets
  • Transfer of Technical Knowledge/IP of research institutes
  • Taxation and Accounting issues in transfer of IPs
  • Software taxation
  • Trademark Assignment

11B. Management Practices and Law

  • Legal risk management - identifying and minimizing risks
  • Building processes
  • Internal company policies, allocation of responsibility amongst officers, imposing contractual obligations, reporting structures
  • Recruitment policy, compensation policy, performance management policy, leave policy, medical policy, sexual harassment policy, data protection and confidentiality policy, grievance redressal policy, whistle-blower policy, emergency policies, media communications policy, social media and blogging policy
  • Insurance: 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.
  1. Mergers & Acquisitions (M&As) and Competition Law

M&As

  • Methods of acquisition - share purchase, asset purchase, sale of undertaking
  • Stages in an M&A transaction
  • Payment mechanisms for M&As
  • Indemnities, representations and warranties and other key clauses of M&A transactions
  • Court approved mergers
  • Tax issues in M&A
  • Employment issues in M&A

Competition issues

  • Introduction to combinations
  • Competition Commission approvals
  • Exemption thresholds for mergers
  • How to respond to CCI notices and investigations
  • Appeals against adverse CCI orders

12A. Outsourcing law, Cloud Computing, Data Protection and Online Reputation Management

Cloud computing agreements and the law

  • Performance management metrics and service level agreements - Downtime and related terms, Service credits, Allocation of third-party dependency risk, Sample case studies, Cyber security issues on the cloud, Data protection and cloud computing, e-discovery in the cloud, Location and ownership of data, Data migration and retention issues
  • Data mining and big data

Outsourcing and the law

  • Choosing an outsourcing destination and role of law
  • Legal mechanisms for outsourcing:
  • Service agreements
  • Joint venture
  • Captive outsourcing
  • Intellectual property issues
  • Service Levels, performance and personnel management
  • Data security
  • Choice of law and dispute settlement
  • Master Services Agreements and Statement of Work
  • Taxation of outsourced services

Online reputation management

  • Reputational risks and legal strategy: Online defamation, Hate speech on internet, Leakage of confidential information, Online misrepresentation, identity theft and fraud, Industry perceptions and scandals, Intellectual property issues
  • Dealing with intermediaries
  • Dealing with social media platforms
  • Legal strategy and processes for handling reputational crises
  • Organizational policies for reputation management: social media policy, blogging policy, media communications policies, customer grievance and engagement policies

 

12C. Drafting and negotiation of M&A, Financing and Investment Contracts, restructuring and bankruptcy-related arrangements

M&As

Methods of acquisition - share purchase, asset purchase, sale of undertaking

  • Stages in an M&A transaction
  • Payment mechanisms for M&As
  • Indemnities, representations and warranties and other key clauses of M&A transactions
  • Court approved mergers
  • Tax issues in M&A
  • Employment issues in M&A

Financing and Investment Contracts

  • Term Sheet
  • Conducting due diligence
  • Shareholders Agreement        
  • Share Purchase Agreement
  • Non-Disclosure Agreement
  • Syndicate Loan Agreement
  • Bridge Loan Agreement
  • Loan Agreement
  • ECB Contracts
  • Debenture Trust Deeds
  • Share pledge agreements
  • Escrow agreements
  • Security Trustee Agreements

Restructuring and bankruptcy-related arrangements

  • Anatomy of restructuring deals in India
  • Strategic reasons for restructuring
  • Scheme of arrangement
  • Inter-creditor arrangement
  • Corporate debt restructuring (CDR) documentation
  • Winding up petition
  • Insolvency and Bankruptcy Code
  • Asset restructuring
  • Spin offs and divestitures
  • Carve outs and Split Offs
  • International Dimensions of Bankruptcy

 

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