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JSA advises on legal issues concerning inbound and outbound investments, strategic alliances and collaborations. We advise on policies, laws and regulations in relation to (i) Structuring of investment vehicles; (ii) Subsidiaries & Joint Ventures; (iii) Technology transfers & licensing; (iv) Technical assistance & services arrangements; and (v) Governmental & regulatory compliance and approvals.
We also advise on day-to-day legal issues concerning commercial & business affairs on legal structuring of commercial arrangement, corporate legal affairs, formation of legal entities in India & overseas, corporate transactional matters, commercial contracts and documentation. JSA handles the entire gamut of Employment matters including Contracts, ESOP’s (Employee Stock Options), Benefits, Disciplinary action and termination.
Mergers & Acquisitions (M&A)
Ranked among the leading M&A advisors, JSA draws upon its experience of working on transactions across industries and of all sizes to provide integrated solution oriented advice. Our domain and sector focused teams across the country enable us to deal with and advise on complex legal issues in M&A transactions. The Firm handles a full range of M&A transactions including (i) Mergers & Amalgamations; (ii) Schemes of Arrangement, Reconstructions and Demergers; (iii) Acquisitions & Divestments - of shares, assets and businesses (private, public and listed entities); (iv) Leveraged Buy-outs; (v) Distressed Transactions; and (vi) Restructuring (for listed & unlisted entities), including Capital & Debt restructuring, buy-back of securities & reduction of capital.
The Firm’s clients include large Indian Industrial Houses & Multinational corporations across Industries. We work very closely with In-house counsels, Investment Banks and Accounting Firms to achieve seamless implementation of any M&A transaction.
Our complementary areas of practice are useful for resolving tricky legal issues in M&A transactions, and along with our well equipped offices across important locations in India we provide cost efficient services to our clients.
Private Equity & Venture Capital Investment
We provide legal services to Private Equity and Venture Capital funds across the full range of their operations and activities.
The areas in which we provide legal advice include (i) Fund formation; (ii) Onshore & Offshore structuring; (iii) Drafting offer documents for the raising of funds; (iv) Tax & Securities registration issues in India; (v) Registration with regulatory authorities in India; (vi) Due Diligence of prospective investee companies; (vii) Negotiation assistance from term sheet stage till closing; (viii) Documentation & overall transactional support, including working closely with regulators like the Reserve Bank of India (RBI), the Foreign Investment Promotion Board of India (FIPB) and the Securities & Exchange Board of India (SEBI); and (ix) Structuring incentives and sharing of the ‘carry’ for fund managers & research analysts.
We are also familiar with the other side of the equation as we represent Investee Companies in diverse sectors.
We are actively involved in policy issues affecting Private Equity & Venture Capital industry on a national level, including legislative & regulatory matters.
We provide ongoing support, advice and views to the various committees of Securities & Exchange Board of India (SEBI). Our Partners are also on Capital Market committees of leading National Chambers of Commerce, and on an ongoing basis, interact with regulators in the evolution of regulations in the Capital Market.
JSA has a leading national practice in various Infrastructure sectors, such as (i) Energy & Natural Resources (Power, Oil & Gas and Minerals); (ii) Transport (Roads & Highways, Ports, Railways / Rapid Transit Systems, Aviation); and (iii) Municipal Infrastructure (including Water & Sanitation services and Telecom). In these areas, we have been engaged in advising Project developers, Investors and Suppliers & Contractors on diverse commercial / transactional issues.
Our Project practice works closely with our Banking & Finance Practice in areas of Project Finance; and with our Regulatory & Policy Practice in areas of Licensing and Regulatory matters such as market structures, competition & tariffs.
JSA has been widely recognized as having a leading national Banking & Finance practice which is highly regarded for its excellence, consistency and commercial sense, and has a reputation for working on challenging and innovative transactions.
The practice covers a wide range of financing transactions such as (i) Corporate Debt, including syndicated loans, secured and unsecured loans, revolving credits, guarantee facilities and other forms of security; (ii) Structured Finance; (iii) Acquisition and Leveraged Finance using senior, mezzanine and subordinated debt; (iv) Project Finance and Public Private Partnerships across all Infrastructure and Energy sectors; (v) Securitization; (vi) Real Estate Finance including structured lending, secured property lending and property securitization; (vii) Asset Finance; (viii) Derivative transactions; (ix) Debt Capital Markets encompassing issues of rupee denominated bonds and debentures, foreign currency convertible bonds, bank MTN programmes and other securities; and (x) Debt Restructuring and re-ﬁnancing, including asset reconstruction and schemes of arrangement.
We have extensive experience in diverse types of Banking & Finance transactions and have represented clients on high-profile and complex Syndicated Lending, Structured Products, Project Finance, External Commercial Borrowings, and plain vanilla bilateral lending deals. Our scope of work covers the entire spectrum including structuring transactions, drafting term sheets and transactional documents, negotiations, advising on the regulatory framework and related issues.
The Firm acts for several Global & Domestic Banks, and also represents a number of Institutional Lenders, Multi-lateral, Developmental & Export Credit Institutions, Asset Managers, Funds, Real Estate Investors, Arrangers and Corporate Borrowers.
The Firm has an active Capital Markets & Securities Laws practice covering the entire spectrum of Capital Markets activities for listed entities (i) Initial Public Offerings (IPO’s); (ii) Rights issues; (iii) Private placements in both bond & equity markets; (iv) Advisory services to listed companies & market intermediaries in the areas of statutory & regulatory compliances, including signing off on day-to-day compliance obligations, assisting with registrations for operating in the Indian market with the Securities & Exchange Board of India (SEBI), for various types of intermediaries ranging across Mutual funds, Venture Capital funds, Asset Management companies, Stock Brokers, Underwriters; (v) defending regulatory action in various fora including SEBI, Securities Appellate Tribunal, High Courts and the Supreme Court of India; and (vi) Acquisition involving the Takeover code.
We maintain an ongoing interface with the Securities regulators. Our Partners are members of Capital Market Committees of various Chambers of Commerce including Federation of Indian Chambers of Commerce & Industry (FICCI) and the Bombay Chamber of Commerce & Industry (BCCI). Our Partners hold faculty positions in Securities Law course conducted by law schools. We actively participate in Capital Market reform projects conducted by the United States Agency for International Development (USAID) as part of the Financial Institutions Reform and Expansion (FIRE) program.
Our Regulatory & Policy Practice is regarded as the leading Indian practice and is based upon in depth knowledge of the relevant industry domains and strength in grappling with complex legal issues involving interaction of law with Public Policy, Economics, Technology, Finance and Project Management. Some senior members of this Practice are regularly consulted with by governments, regulators, development financial institutions, think tanks and industry bodies.
Some of the critical components of our Regulatory practice include representing our clients in regulatory proceedings before and consultations with diverse regulatory authorities on diverse matters including issues related to merger control, abuse of dominance and anti-competitive behaviour, tariff determination, licensing, non-discriminatory open access in network infrastructure, market design, performance regulation and adjudicatory proceedings. We represent clients before diverse regulators and judicial fora including the Electricity Regulatory Commissions, the Petroleum & Natural Gas Regulatory Board (PNGRB), the Telecom Regulatory Authority of India (TRAI), the Airports Economic Regulatory Authority (AERA), the Tariff Authority for Major Ports (TAMP), the Competition Commission of India (and its predecessor the Monopolies & Restrictive Trade Practices Commission), the Competition Appellate Tribunal, the Appellate Tribunal for Electricity (APTEL), the Telecom Disputes Settlement & Appellate Tribunal (TDSAT), ADR mechanism, arbitral tribunals, the High Courts and the Supreme Court of India.
Our policy practice encompasses (i) Legislative, policy & sector strategic legal advisory; (ii) Structuring legal and regulatory frameworks to facilitate effective public private partnerships in Infrastructure & social sectors; (iii) Public procurement; (iv) Restructuring & reform initiatives; (v) Economic & safety regulation in diverse Infrastructure sectors; (vi) Competition regulation; (vii) Indirect Tax; (viii) International Trade Regulation; and (ix) Environment, Rehabilitation & Resettlement (R&R); and (x) Health, Safety & Environment (HSE) and disaster management.
We represent and advise a cross section of clients including (a) Leading Indian & international companies (b) Governments (Ministries, Departments and various authorities of the Federal & State Governments in India, as also some neighboring countries); (c) Multilateral & Bilateral development funding agencies (like the World Bank, the Asian Development Bank, the Public – Private Infrastructure Advisory Facility, and the Water & Sanitation programme); (d) Diverse Regulatory authorities like the Central Electricity Regulatory Commission (CERC) and some of the State Electricity Regulatory Commissions (SERCs); and (e) Industry Associations and Think Tanks.
Litigation & Arbitration
The Firm’s Litigation practice is focused on Corporate Commercial Disputes including Shareholder Joint Venture Disputes, Contractual Disputes (Commercial contracts, Licensing contracts, Project contracts, Construction contracts, Real Estate contracts, Technology Transfer contracts, Asset and Business Transfer contracts and other Commercial contracts and arrangements), and Constitutional matters affecting client’s business interests.
We handle matters before the courts, quasi-judicial authorities, and tribunals including (i) Supreme Court of India; (ii) High Courts of various States; (iii) District Courts; (iv) Company Law Board; (v) Telecom & Electricity Regulatory Authorities and Appellate Authorities; (vi) Banking Tribunals; (vii) Environmental Tribunals; (viii) Competition Commission (and its predecessor the Monopolies & Restrictive Trade Practices Commission); (ix) Board and Appellate Tribunal Authority for Industrial & Financial Reconstruction; (x) Anti-Dumping Authorities; and (xi) Consumer Protection Fora.
The Firm is also actively engaged in other Dispute Resolution processes such international & domestic Arbitrations. We advise clients on strategies, potential disputes and mediations, and have conducted several matters involving complex issues of law.
We represent a variety of clients, including domestic and International Corporations, Public Utility Undertakings and High Net worth Individuals.
Recent years have witnessed an emphasis on corporate governance, transparency, responsibility, and accountability. Add to that the trends of globalization. All that leads to corporations being exposed to multijurisdictional laws and regulations. Compliance and its monitoring has become a complex task. Taking preventive and corrective measures against compliance violations and corporate misconduct has become an existential issue. JSA assists its clients in this complex space through a dedicated practice area: namely, Corporate Compliance, Anti-corruption, & Investigations (CCAI).
In our CCAI practice, we actively assist our clients in dealing with diverse issues arising in Corporate Compliance and Conduct. We represent and advise domestic and multinationals in India and across the globe. We collaborate with law firms from other jurisdictions – working together as a team in many of these representations.
The practice covers designing corporate compliance programs, conducting compliance audits, pre-acquisition due diligence of target for corporate compliance, treatment of whistleblowers and co-operating witnesses, anti-corruption audits and advising on treatment of permissible payments, and independent internal investigations of corporate misconduct.
Apart from advisory and investigative assignments described above, the Firm undertakes defence representation in contentious matters and in conducting corporate training in this area.
The CCAI practice complements our other practice areas which provide legal advice to corporates on diverse matters including representation before other regulators such as the Reserve Bank of India (RBI), the Foreign Investment Promotion Board (FIPB), and the Securities & Exchange Board of India (SEBI).
The Taxation practice comprises of two areas: Indirect Tax and Direct Tax. While Direct Tax is a Federal levy, Indirect Tax comprises of both Federal and State levies. Direct tax primarily comprise of income tax on individuals and corporate tax on companies. Indirect taxes are primarily levied on transactions relating to goods and services.
Our clients include domestic and international corporations including those operating in Export Oriented Units, Software Technology Parks, Free Trade Zones and Special Economic Zones. We have also advised a number of corporate firms on structuring of their operations to achieve tax efficiency and compliance.
JSA advises clients across a wide spectrum of tax and regulatory laws including those related to excise, customs, service tax, value added tax / central sales tax and goods and service tax proposed to be introduced in India in the year 2010.
The Firm advises on various key issues like (i) Classification of goods under Excise & Customs Tariffs; (ii) Eligibility for various exemptions & concessions; (iii) Determining arm’s length price in case import transactions are between related group entities; (iv) Levy of anti-dumping and safeguards duties both for & against; (v) Availing of various export incentives under the Foreign Trade Policy; (vi) Liability for Service Tax under agreements entered with group or other service providers; and (vii) VAT implications on the supply chains.
We appear before diverse adjudicating authorities including Customs, Excise & Service Tax Appellate Tribunal (‘CESTAT’), State VAT Tribunals, the High Courts and the Supreme Court of India.
The Firm advises clients on Income-tax including non-resident taxation and related exchange control issues.
The team has relevant experience and capability to advise on feasible India entry options, tax issues in respect of cross-border transactions including mitigation of permanent establishment exposure, tax efficient structuring of strategic foreign investment, choice of financial instruments, repatriation strategies, tax advice in respect of private equity funds, Indian sub-advisory offices and efficient use of international tax treaties. The team also assists the clients in addressing transfer pricing issues in case of cross border transactions with related parties.
We also advise on a variety of domestic tax aspects and effective litigation support in respect of tax matters.