Kartik Jain

Kartik Jain, Partner, JSA

Kartik’s key focus areas are mergers & acquisitions, joint ventures, private equity and venture capital transactions. He has assisted clients from the inception of the deal, in providing structuring advise, negotiated transaction documents and helped in completion of the transaction.

He leverages his extensive knowledge of deal making of nearly 15 years in helping clients with complex structuring issues and in navigating through intricate legal and regulatory issues pertaining to Indian laws.  His clientele includes recognized global companies, Indian companies, start-ups, Indian promoters as well as foreign and domestic private equity/venture capital players. He is equally at ease representing an acquirer in a transaction as he is in representing sellers and in dealing with clients across sectors while focusing on the nuanced issues of each such sector.

His practice areas also include corporate compliance and governance (for both listed and unlisted entities) and corporate restructuring (such as mergers, compromise and arrangements, buy-backs, reduction of share capital, etc.). In addition, Kartik regularly advises clients on a broad range of high value commercial contracts. He has also extensively advised clients on various issues pertaining to employment laws and real estate/property transactions including long-term and high-value commercial leases.

Additionally, Kartik also leads internal investigations for clients pertaining to alleged fraud or white-collar crimes. He is actively involved in advising clients on issues pertaining to compliance, anti-bribery and ethics.

He also advises clients in relation to complex employee/KMP separation issues as well as in contentious issues inter-se shareholders.

Kartik is a frequent speaker at conferences, seminars and sessions organized by eminent institutions and professional bodies. He also writes articles on regular basis for leading periodicals.

 

Memberships

  • Bar Council of Delhi
  • Fellow Member of the Institute of Company Secretaries of India

 

Publications

  • FIPB abolition: Will the wheels of foreign investment approval slow down
  • Corporate clean-up: Bonafide firms can rise from the ashes
  • Financial crime in India: Overview
  • Business crime and investigations in India
  • Internal Investigations: Do It Before the Regulator Probes

 

Education

  • LLB., Delhi University
  • FCS, Institute of Company Secretaries of India
  • B.Com. (Hons), Delhi University

 

Languages

  • English
  • Hindi

Some of the key assignments in these areas handled and being handled by Kartik include, inter-alia, the following: –

Mergers and Acquisitions/ Joint Ventures

  • Advised and assisted PepsiCo:
    • in exiting from its decade old joint venture company, NourishCo Beverages Limited and sale of its entire 50% shareholding to Tata Consumer Products Limited;
    • in relation to sale of a defunct plant in Maharashtra to a real estate developer;
    • in relation to transfer of all its company-owned bottling plants and co-packing units to its franchisee bottling partner, Varun Beverages Limited on a slump sale basis pursuant to two different transactions; and
    • regularly advising PepsiCo on legal aspects of their operations in India and other South Asian countries (working with law firms of the relevant jurisdiction).
  • Advised and assisted Toshiba, for establishing a joint venture in India with two other Japanese listed companies, to manufacture automotive lithium-ion battery packs.
  • Advised Kamaz Motors, a Russian automobile corporation, in its strategic tie-up with AMW Motors for sale and purchase of trucks.
  • Advising Russian Helicopters, in connection with their joint venture with Hindustan Aeronauticals Limited for production of 200 helicopters valued at over USD 1 Billion.
  • Advised Asia Pacific Breweries Limited, Singapore, in relation to the sale of its two breweries in India, owned by its wholly-owned Indian entities, Asia Pacific Breweries (Aurangabad) Private Limited and Asia Pacific Breweries-Pearl Private Limited, to Heineken International B.V.
  • Advised and assisted Volvo India Private Limited, is relation to transfer of its aero-engine product line business on a slump sale basis to GKN Sinter Metals Private Limited as part of a global acquisition transaction.
  • Advised Key Safety Systems Inc, in acquisition of 60% shares held by one of its joint venture partners in KSS – Abhishek Safety Systems Private Limited (Company).
  • Advised Mondragon Group, in connection with 100% sale of shares of 5 (five) private limited companies in India.
  • Advised Boeing International Corporation India Private Limited, in connection with transfer of its defense business division to its Indian group company, Boeing India Defense Private Limited.
  • Advised an Italian automotive components manufacturer, Magneti Marelli S.p.A., on its 50:50 joint venture (JV) with Talbros Automotive Components Ltd..
  • Advised Cikautxo S. Coop (Cikautxo), a large Spanish auto component manufacturer, in a complete buy out of its existing joint venture partner – Taurus Flexible Private Limited from their joint venture – Cikautxo Taurus Flexibles Private Limited (JV).
  • Advised Drishti-Soft Solutions Private Limited (“Drishti”) and its founders in the acquisition of Drishti by Exotel Techcom Private Limited, leading to the creation of one of the largest customer engagement cloud platforms in the emerging markets.
  • Advised a multinational lighting manufacturer (based in Germany) in relation to potential sale of its manufacturing business in India to a public listed company in India, and various transactions connected therewith, including back-to-back contract manufacturing arrangements between the parties.

 

Private Equity and Venture Capital

  • Advised Eoxis Asia Company Limited, an affiliate company of Platina Partners (“Eoxis Asia”), in its joint venture with Sunborne Energy Group where Eoxis Asia subscribed to 49% stake of Sunborne Energy Gujarat One Private Limited (Gujarat One).
  • Advised Stichting Depositary APG Strategic Real Estate Pool, an entity floated by APG (a Dutch pension fund manager), in connection with the commitment to invest INR 7700 Million in Indian residential real estate projects, with two other global investors and Godrej Properties Limited.
  • Acted as legal advisor to CX Partners in an approximately INR 1.56 billion private equity investment in a Delhi based company, Matrix Cellular International Private Limited.
  • Advised Platina Partners LLP, in relation to its investment in Resource Power Pvt. Ltd.
  • Assisted and advised Knowlarity Communications Private Limited, a Gurgaon based company that offers cloud-telephony-based solutions, with respect to an investment made into it by Sequoia Capital India Investment Holding III.
  • Advised Agmark Asia Pte. Ltd., a special purpose vehicle established by InfraCo Asia, in connection with its investment in Rayfam Infrastructure Private Limited, a company engaged in the business of developing and owning post-harvest grain and dry crop infrastructure.

 

White Collar Crimes

  • Conducted internal investigation on allegations of corruption and fraudulent acts levelled on the chief executive officer of an Indian subsidiary of an American company by a former employee. This assignment included interviewing and discussions with management and other employees of the company (including screening of representatives of agents and third parties) identified for investigation and as witnesses in such investigation as well as an extensive fact-finding exercise into claims of suspected misconduct including bribery, fraud and breach of fiduciary duties.
  • Conducted an internal investigation for an American company’s Indian subsidiary in relation to allegations levelled by a senior employee of the company against the CEO of having entered into various sham transactions for personal benefit, corruption in procuring government contracts and misbehaving with employees. This assignment included interviewing employees, vendors and other third parties as well as advising on corrective measures and misconduct proceedings.
  • Conducted internal investigation on suspected misconducts and code of conduct violations by employees of a listed entity registered with National Housing Board. This assignment included interviewing employees, vendors and other third parties as well as advising on corrective measures, disciplinary actions and record keeping methods in connection with any investigation on violation of company codes and policies.

 

Contentious matters

  • Advised an Indian joint venture company with a Japanese company as a shareholder regarding various corporate issues involving conflicts/disputes amongst the shareholders and management of the said joint venture company.
  • Advised IREO Group in a multi-party, multi-jurisdiction dispute simultaneously adjudicated by two separate arbitral tribunals – AAA Arbitration in the U.S.A. governed by Delaware Law; and LCIA Arbitration in United Kingdom governed by English Law, and simultaneously also advising/ representing IREO Group in multiple-pronged litigation initiated in the Indian Courts involving related issues.

 

Employment

  • Assisted and advised an American company in relation to the breach of non-compete and exclusivity obligations by a key-managerial employee engaged by its Indian subsidiary who was siphoning the business from the Indian subsidiary to an entity run by his relatives. This assignment included review of agreements and policies applicable to the employee, assisting the client in the investigation and separation process of the employee, and advice on the remedies available to the client and its Indian subsidiary against the employee.
  • Assisted an American company in an acrimonious exit of the managing director of its Indian subsidiary on account of misconduct. The assignment included advising on various aspects of corporate governance, corporate reporting and resolution of disputes between the parties.
  • Advised a foreign company engaged in the entertainment and leisure industry in a complex dispute with their key managerial personnel who were terminated for cause. The assignment included pro-active resolution of disputes and defending the client before multiple fora in various criminal actions initiated by the former employees.

 

Real Estate

  • Advising various clients in relation to built-to-suit leases as well as high-value and long-term leases for their corporate headquarters.
  • Advising clients on acquiring land parcels in various states in India to set up greenfield projects.
  • Advised a leading movie theater chain in relation to long term leases and agreements with mall owners for setting up multiplexes across India.