Firm Profile - Abacus Legal Group

21 Pages·2013·0.4 MB·English

ABACUS LEGAL GROUP

Advocates

Office at:

R-116, Ground Floor
Greater Kailash Part I
New Delhi 110 048
Tel: [phone]
Fax: [phone]
e-mail: [email protected]
[email protected]

Website: www.abacuslegalgroup.net

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CORRESPONDENT LAW FIRMS THROUGHOUT INDIA AND WORLDWIDE
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ABACUS LEGAL GROUP

ABOUT US

Abacus Legal Group (ALG), a full service law firm, has been in existence and active
practice since 1992 and is regarded as one of the prominent law firms in India, with a
strong institutional commitment to the highest quality legal work. The Firm’s
uniqueness derives its strength from its continued dedication to the highest
professional standards, the breadth of practice and its approach to the training of
associates in the legal skills necessary for result oriented and effective representation
of ever demanding clients, and the recognized expertise of its attorneys.

OUR FOCUS

The Firm’s focus is upon accessibility of its lawyers to clients at all material times,
speed and accuracy of response, legal acumen, experience and the necessary skills to
service the clients’ requirements in a cost effective manner. Each client has access to
a partner who has continuing responsibility for that client’s business. This partner
may call on a substantial base of expertise from virtually every area of law, directing
aspects of the client’s work to specialists within the Firm, while remaining the
principal point of contact with ultimate oversight of everything performed for and on
behalf of that client. The Firm attends to its clients’ needs with absolute professional
integrity, dedicated to the highest level of legal craftsmanship.

The Firm’s orientation is towards giving a practical approach to all legal problems,
opportunities and transactions, and places a special emphasis upon understanding
client’s business interests and commercial climate in which they operate. The Firm
seeks approaches and solutions that are creative, positive and realistic, designed to
achieve clients’ business objectives. To deliver in the above manner, the Firm has a
team of bright, creative lawyers with a continued focus on hard work and a dedicated
pursuit of excellence. These lawyers work in the most exciting and rewarding
professional atmosphere in the country as provided by the Firm.

CREATING A PERSONAL RELATIONSHIP

Personal relationships, we believe, are the foundation of sound legal counsel. Our
lawyers have the ability to develop a good lawyer-client relationship to generate
ample confidence and faith of the client in them. The Firm’s enduring client focus led
us to organize around Industry Groups in addition to the usual legal practice area
groups. These Industry Groups cut across practice areas and legal specialties, and
reflect our Firm’s long-held belief, borne out by experience, that the practice of law
is more about helping clients than anything else.
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OUR PARTNERS AND ASSOCIATES

Our main partners are lawyers with immense creativity, possessing an ocean of
knowledge and tremendous ability in solving the most complex problems with ease.
Dr. Akshoy Rekhi, is one of the founding partners of the Firm and heads the
Corporate Division. He is LLM and JD from Harvard Law School (US) and has over 25
years of experience in the legal field. He has assisted in the setting up of many
subsidiaries of foreign companies in India. He has done a number of joint ventures,
mergers and acquisitions, anti dumping, drafting of agreement in the field of
Information Technology, Insurance, Telecommunications, Asset Management,
licensing, franchising, energy, infrastructure, financial services and advising on
regulatory and policy framework. He has been advising big corporate houses in India
and multinational companies (MNC) on corporate restructuring and assisting in
negotiating in business alliances. He is actively instrumental in advising various State
Governments, local bodies etc. in setting up infrastructure projects in multifarious
sectors on Public Private Partnership (PPP) basis in their respective jurisdictions all
over India.

Mr. S.K. Nair, Partner, Abacus Legal Group, is a Chartered Accountant, with over 20
years of experience in the field of statutory audit, internal and management audit,
tax planning and management, project finance and management, merchant banking
and corporate planning and compliances. During his professional career he has worked
in key senior positions with companies like Flistex Magnetics Limited, Equitorial
Securities Limited, Indo Gulf Industries Limited and Travancore Securities Ltd. He has
managed over 40 IPOs and innumerable large volume debt raising and syndication and
private placement of equities and debts in Indian as well as overseas market. During
his long association with Abacus Legal Group since 1999 he has advised various
multinational clients for their India Investment Strategies with special focus on
capital market, provided strong legal direction in statutory compliances (Direct taxes,
Indirect taxes, STPI, FEMA & Secretarial matters), Inbound & Outbound tax
management, Transfer pricing, Sarbanes Oxley Act, Finalising of agreements for
outsourcing of business process, Software licensing, consulting, alliances and related
contracts. He has intensive experience in all aspects of Finance and Accounts as per
US GAAP and Indian standards, treasury operations, receivable management,
investment management, funds raising (Loans & IPO), MIS, variance control and
audits, budgeting & costing and pricing at the global level. As transaction advisor, he
has been assisting various State Governments and their local bodies in the financing
structuring and ascertaining financing viability of the projects on PPP basis.

Ms. Radhika Singh, the Managing Partner and the other equity partner of the Firm has
done her LL.B as well as M.B.A. with specialization in Human Resource. She has been
actively associated with handling of the corporate assignments of the Firm since 1999.
She has also been hired by companies for conducting company due diligence and
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background checks of individuals being hired by foreign companies. Supervising
immigration compliances/formalities is another area which she is handling which
involves overseeing coordinating with various VFS offices in India, collating all the
documents required to be submitted to the VFS office(s), arranging meetings of the
applicants at the VFS office, making visa application fee at the authorised channels
for fee collection etc.

Ms. Sindhu Shree, is a Partner at Abacus Legal Group and has been associated with
the Firm since 2005. An alumni of Delhi University, she started her career with
litigation practice and over a period of time shifted her focus to corporate work. She
has been actively involved in serving Firm’s corporate clients, both in India and
abroad. She has undertaken various assignments in the Firm in order to serve its
clients for takeovers, setting up ventures in India, getting various licenses and
permissions etc for and on behalf of the clients. She is handling various assignments of
the Firm in the Public Private Partnership (PPP) sector in various different parts of
the country by way of advising the authorities in selection of a suitable partner for
the PPP projects.

The Firm has a team of very talented, bright, hard working, and result oriented
associates. They are recognized for their integrity and dedication to the highest level
of professionalism. While we are proud of their personal achievements and
professional contributions, our collective focus is always on providing legal services of
superior quality and exceptional value in a manner that places the client first on the
priority list.

The expertise of the Firm’s attorneys across a broad spectrum of law is reflected in
the diversity of the clients they have represented, which include numerous Indian and
multinational “blue chip” corporations, joint venture entities, public sector
enterprises, government agencies and foreign governments, commercial and
investment banking institutions, individuals and partnerships. Much of the Firm’s work
is at the “cutting edge” of Indian business and law, and the Firm’s international work
permeates virtually all areas of practice.

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FIRM’S AREA OF PRACTICE

ALG is organized into the following substantive practice areas with a broad
experience in terms of its long clientele list which it has served/is serving :

1. Acquisition and Mergers
2. Background Investigation
3. Banking, Insurance & Securities laws
4. Corporate Law, Capital Markets, Due Diligence, Contracts, Employment, Labor
& Industrial disputes
5. Energy and Telecommunications
6. Foreign investments, International finance
7. Information Technology
8. Infrastructure
9. Intellectual Property
10. Labour Laws
11. Litigation & Arbitration
12. Power Sector
13. Project financing
14. Real Estate and Construction
15. Shipping & Maritime Law
16. Taxation and International Tax Planning

This specialty structure allows the Firm to deal effectively with the needs of the
clients, and to provide the sophisticated legal counselling they require. There is, of
course, a significant degree of interaction and overlap among the activities within the
departments, which allows the Firm to offer all of the advantages available from both
generalists and specialized practitioners. Each of our practice groups has the same
approach: simple, direct and uncompromising pursuit of solutions and results for our
clients.

ALG is also home to a number of its members who are actively engaged in writing and
lecturing on a variety of current legal issues sharing their knowledge and experience
on bigger platforms.

ALG has gained a reputation of being one of the very competent law firms with
expertise in different fields of law. There are only a few elite corporate law firms in
India; Abacus Legal Group is one of them and we are proud of our reputation.

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FIRM’S CAPABILITIES

ACQUISITIONS AND MERGERS

Abacus Legal Group has advised and acted for several clients in relation to mergers
and acquisitions in general and also acquisition of assets and employees of another
company over the past years. On account of our strong client base amongst IT
companies where employees are the biggest asset, we have considerable experience
in handling transfer of employees from one company to the other along with asset
purchase, novation and transfer of other rights such as leasehold rights and service
provider contracts.

The key to negotiating successfully in relation to mergers and acquisition is
knowledge superiority and facts obtained on the target company through conducting
appropriate due diligence. Our advice to our clients has been to know as much as one
can about the target company.

We have over the years advised and assisted our clients in mergers and acquisitions by

 Conducting due diligence
 Negotiating on behalf of our clients
 Drafting and formalizing various agreements such as Asset Purchase Agreements,
Employment Agreements, Letter of Intent, Loan agreements, agreement for pledge of
Shares, provisions for confidentiality and protection of propriety information,
agreements for transfer and protection of Intellectual Property Rights.
 Obtaining requisite licenses, permits and approvals from various government
authorities like the Reserve Bank of India, Ministry of Finance, Insurance Regulatory
Development Authority of India, Department of Company Law Affairs, Ministry of Law
and other concerned Ministries.
 Bonding and debonding of Premises with the Custom Authorities and advising on
reducing the tax liability in relation to the transaction.
 Advising on the appropriate legal strategy and completion of the transaction.

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BACKGROUND INVESTIGATIONS

Abacus Legal Group has conducted several background investigations for several of its
clients. The investigations undertaken are tailored to suit the client’s specific requirement
helping them to make informed decisions.
We have undertaken and conducted corporate as well as individual background
investigations, which includes:
 Criminal Background Checks
 Civil as well as Criminal suits for Individuals as well as for Corporates
 Address and Date of Birth verification for individuals
 Company Due Diligence including company filings with Ministry of Corporate Affairs,
India
 Financial checks which includes evaluation of current Assets and Liabilities of a
company
 Online and Social Media Profiling
 Corporate Registration Verification with SEBI and other regulatory bodies

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INFORMATION TECHNOLOGY

India as the world knows today has become a hub for foreign corporations and
entrepreneurs in various business areas including information technology. Our Firm
has advised and assisted its clients who were here to set up their offices in the field
of information technology. We have assisted and advised our Clients by:

 Setting up 100% wholly owned subsidiaries for companies providing services
such as research, technical and software support and development of software for the
parent company.

 Advising on company formation, due diligence, corporate structuring and
company laws, foreign exchange regulations, negotiations and drafting of lease
agreements for office premises.

 Seeking approvals from various Government Departments including the
Registrar of Companies, complying with the norms of Software Technologies Parks of
India (STPI) and registering with various authorities.

 Drafting of agreements such as between the parent company and the
subsidiary, with buy back arrangements, drafting documents related to lease
agreements and with architects for renovation of office buildings. Also preparing
documentation for part sale of the company assets, along with transfer of employees
to another foreign-owned company in India

 Participating in negotiations for sale of assets, along with transfer of
employees. Providing legal opinion on regulatory frame work governing policy on
software technology, advising on Government of India consents and approvals

 Strategizing the investments, structuring the transactions to be implemented in
India, conducting due diligence on relevant Indian joint venture partners

 Advising on various methods of funding available for projects, research on
policy changes regarding bandwidth availability, setting up of independent gateway,
and advising on policy regulations of the Government of India in relation to the
telecom sector and sectoral equity caps.

 Advising for providing on-line testing services for various examinations in other
countries, including software skill tests in several cities in India. Negotiating contracts
and advising on foreign exchange regulations and methods for remittance of fees paid
for by students in India to parent company, and advising on foreign exchange
regulations, and other regulatory approvals

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 Advising clients interested in internet trading and stock broking activities in
India. Advising on policies on Non-Banking Finance companies (NBFC’s) and FDI by
venture capital undertaking, and conducting of future venture capital activities by
the joint venture Company in India.

 Advising Clients interested in software training and development including
drafting of Distributorship Agreement for practical peripheral products, including
advice on third party claims, indemnities, exclusivity and non-circumvention by
distributor, and damages payable in India, including liquidated damages under the
Indian Contract Act, 1872. Advising on applying for registration of trademarks under
the Trade and Merchandise Marks Act, 1958.

 Advising Clients on taxation, tax planning, current IT policy of the Government
of India and incentives offered by the Government to the IT companies.

 Advising Clients, interested in establishing of local Broadcasting Company,
about Government of India’s policy on FDI in Cable and Satellite, advising on taxation,
establishment of broadcasting companies, corporate structuring and guidelines.

 Advising Clients in the Software industry regarding conflict of laws, intellectual
property rights and offshore arbitration.

 Advising Clients on setting up of a manufacturing, marketing and selling data
over voice multiplexers (DOV) and internet service provider (ISP) and other value
added network services including negotiation and drafting of transfer of technology
agreement, advising on patent rights and other intellectual property rights,
confidentiality agreement and joint venture agreement.

 Advising foreign Clients on the transfer of technology to a company in India for
the manufacture of telecom equipment, including subscriber’s equipment, electrical
apparatus for on-line telephony and telegraphy, carrier current line systems, printed
circuits, electronic integrated circuits and micro assembly.

 Advising Clients on proposed joint venture with an Indian telecom company by
way of investment in shares, advice on stock purchase and shareholders agreement
with the Indian joint venture partner, including advice on corporate structuring,
government approvals and amendment of Articles of Association and advice on various
provisions of the Companies Act, 1956, benefits of setting up a company in Mauritius
as investment vehicle and related tax aspects.

 Advising Indian software development companies on agreement for marketing
tie-ups, investor agreement including various employment contracts, loan
agreements, indemnities, agreement for purchase, and protection of intellectual
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property rights and provisions for confidentiality and protection of proprietary
information.

 Advising Indian software development companies with respect to employee
retention and performance compensation plan, drafting employment agreements,
catering for stock options, deferred compensation plan, drafting of non-compete,
non-disclosure provisions, bonds, agreement for consultants and drafting of severance
packages agreement for employees.

 Advising clients establishing 100% wholly owned subsidiary in India and assisting
the clients in getting various permissions and registrations from Department of
Telecommunications (DOT), STPI, Excise & Customs Department for Custom Bonding,
VSNL for obtaining dedicated international leased lines, various labor welfare
legislations (Central and State), and negotiations for lease, employer-employee
agreements, drafting of employee service rules and guidebook in accordance with
local laws. Further, advising the clients on negotiations and drafting of asset and
employee purchase agreement, HR services agreement, Data Privacy Agreement, and
subcontracting agreements.

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