Diploma in Corporate Law & Practice: Transactions, Governance and Disputes

Introduction

• Does the thought of being involved in complex (and often headline-grabbing) deals excite you?
• Do you want to work on corporate transactions in a law firm or an in-house legal team? 
• Do you want to argue before SAT or NCLT or other fora as a corporate litigator?
• Do you want to be a lawyer with formidable knowledge of company law, SEBI regulations and corporate governance?

Then you have come to the right place!

Whether you wish to be a transaction lawyer designing intricate deals, or whether you wish to be a corporate litigator arguing fluently before a tribunal, you need to master both the theory and practical knowledge. It is one thing to learn the sections and case laws, but totally another thing to be able to structure a deal or strategize litigation. How do you structure a transaction navigating through the maze of Companies Act and SEBI norms and ensure that your client is fully compliant? How do you create a strategy to defend your client when he is sued at NCLT by a co-shareholder or an investor? How do you create a good corporate governance system? 

Corporate transactions, company law, corporate governance as well as SEBI regulations represents a very specialized area of law that has diverse applications in various legal jobs and all industries. From corporate lawyers to directors of companies, many people need to have a grip on company law, corporate governance as well as SEBI regulations in case of listed companies.

As companies have become the primary vehicles of wealth creation and organization of economic activities in our society, the complex body of law that governs these entities is a critical factor in the success of our country and welfare of the people. The experts on this law serve a very important role in corporate governance, dispute resolution and efficient management of the economic value generation in the world. In case of public and listed companies, this is even more critical and there is a very large body of regulations to comply with.

Whether you work in the general corporate team in a law firm, or work as a compliance specialist, working in commercial litigation, arbitration or even working for a company in the in-house legal team, knowledge of company law and SEBI regulations is appreciated and useful everywhere.

The Companies Act, 2013 is a huge act, and SEBI has many different regulations, and it is indeed difficult to wrap your head around these laws and regulations. Even associates in top law firms stumble from time to time when it comes to company law and SEBI regulations simply due to the sheer volume of these laws. The books are fat and intimidating.

By learning the sections of the Companies Act, 2013, or barely reading various regulations you learn precisely little about the actual work you have to do eventually. For example, can you do a basic task like drafting board resolutions? Do you know what exact steps to take after board resolutions are approved in order to comply with the laws and various regulations that apply? Do you know what are the challenges faced by the legal teamin the run up to an IPO or a qualified institutional placement?

Let’s say your company’s managing director wants to take a loan from the company. Do you know what to do when you get such a mandate? How to handle related party transactions and the exact steps involved? Do you need to disclose this in the stock exchange filings?

We researched long and hard to understand the most common applications of the company law, principles of corporate governance as well as SEBI regulations, the ins and outs of different types of corporate transactions, and what one needs to do in day to day work as far as company law is concerned, and created a comprehensive course. Read on to understand how this 3 month course can make a big difference to your career.

The only real requirement is that you should have the ability to do the work. As well as anyone in the US would do. If you have this, you can avail of incredible opportunities.

We, at LawSikho have always thought about how to skill Indian lawyers to avail opportunities in sectors and in geographies where the demand is higher than the supply. We aim at disrupting the USD 250 billion legal industry in the US by skilling Indian lawyers to secure this opportunities remotely.

We have always curated courses that keep pace with the current development and skill gap, not just in India but across the globe. 

This course therefore, looks at introducing the participants to different businesses within the domain of technology and how these businesses work, and then goes on to discuss the applicable laws to those business models and the work that can be taken up in that domain.

In the current course, we will do a deep dive into specific sectors, skilling the participants firstly about the business in those sectors, secondly about the legal requirements in that sector and thirdly, about how to reach out and grab the opportunities.

Who should take this course?

• Litigators and In-House Counsels: If you're a lawyer who wants to handle corporate legal matters, this course is designed for you.
• In-House Counsels: In-house legal professionals can enhance their expertise in corporate law, making them more valuable to their organizations.
• Lawyers Aspiring to Appear Before NCLT and SAT: If you're aiming to practice in front of the National Company Law Tribunal (NCLT) and the Securities Appellate Tribunal (SAT), this course will provide you with essential knowledge.
• Law Firm Lawyers Looking to Build a Corporate Practice: For law firm attorneys interested in establishing a successful corporate law practice, this course is a must.
• Law Students: Law students can gain in-depth knowledge of corporate law, the Companies Act, SEBI regulations, and corporate governance principles, setting them up for a promising career.
• Company Secretaries and Aspiring Company Secretaries: This course is valuable for both practicing company secretaries and those aspiring to become one, as it covers essential corporate governance aspects.
• Entrepreneurs and Directors: Gain a competitive edge by acquiring practical knowledge of company law and corporate governance strategies, helping you make informed decisions in the corporate world.
• Commerce Graduates: If you have a background in commerce and aspire to work in corporate roles, this course will equip you with the necessary legal knowledge.
• Anyone Seeking Boardroom Success: Whether you're already in the corporate world or looking to enter it, this course will empower you to navigate and excel in the boardroom, where critical decisions are made.

In short, if you're interested in corporate law, governance, and transactions, this course is your gateway to success in various roles and industries.

What will you learn from this course?

• You will gain an understanding of the US legal system and understand the various legislations applicable to technology companies both at state and federal level.
• You will gain an understanding of different legislations in the domain of cybersecurity, data protection and privacy, electronic payments, records and signature.
• You will develop a working knowledge of drafting different technology contracts, do the compliances and auditing work under different laws in technology sectors, which is of high relevance for clients when they engage remote freelancers. 
• You will gain an understanding of the contract structure for technology contracts, limitations of their enforceability and negotiation mechanism.
• You will gain an understanding of how contract structures and negotiations vary across the globe in line with federal and state level compliances across jurisdictions.
• You will get access to our carefully curated contract drafting checklist to ensure you do not miss out on any important clause specially catering to technology contracts across the globe.
• You will gain an understanding of different types of e-commerce contracts such as website development and services agreement, software maintenance agreement, online shopping site conditions of use, etc. 
• You will gain an understanding of different technology laws & contractual work in the technology sector of the United States.
• You will be introduced to different types of technology agreements, including those related to Websites, Softwares, Video-Games, Subscription, Data Processing including the key provisions and various stages of negotiations.
• You will develop an understanding of the ever evolving landscape of the e-commerce industry including the evolving business models, key agreements governing them, their marketplaces, compliance related work.
• You will be introduced to different aspects of the ecommerce industry including customer relationship management, disputes between the customers and vendors, IP disputes and other key legal issues that arise while advising them.
• You will develop an understanding of the ever evolving landscape of the food-tech  industry including the business models of kitchen, restaurants, cloud-kitchens with special emphasis on their relationship with technology giants such as Swiggy and Zomato.
• You will develop an understanding of the HealthTech Sector, the different business models in that sector and legal work in that sector
• You will be introduced to different modes in which technology can be transferred from one entity to another including licensing, assigning, franchising and factors governing them.
• You will also learn the governing factors in making decisions while comparing these models enabling you to choose the most appropriate model for your clients.
• You will be introduced to the essentials of the licensing, assigning and franchising agreement with special emphasis on cross-jurisdictional technology work.
• You will also gain an understanding of different data protection laws in the United States including  state laws like California Consumer Privacy Act and Federal laws such as the Privacy Act among others.
• You will be able to understand the different compliance requirements across major jurisdictions in relation to data protection and privacy laws.
• You will gain an understanding of the legal landscape governing electronic payments across the globe with special emphasis on the United States.
• You will gain an understanding of laws related to securities and commodities broking in the United States.
• You will also be introduced to the different aspects of digital lending and investment management with special emphasis on contractual and compliance work.
• You will gain an understanding of the landscape governing cyber crimes across the world with special emphasis on their enforcement mechanisms and efficacy.
• You will be able to draft complaints, register grievances & advise your clients who have been victims of cyber crimes such as hacking, virus attacks, illegal access across different jurisdictions.
• You will learn to determine the applicable law in cyber crimes and advise appropriate remedies to your clients.
• You will learn about emerging technologies such as AI, Robotics, Drones, SpaceTech, Augmented Reality and Autonomous vehicles
• You will also learn how to develop your outreach by creating profiles on different freelancing platforms and develop the ability to write effective proposals.
• You will learn how to manage the billing for a law firm, maintaining excel sheets and creating MIS reports for a lawyer’s office.
• You will learn how to manage and develop the social media presence of a law firm which can help a lot in gaining clients
• You will learn how to ensure knowledge management for a lawyer’s office
• Finally, you also learn how to use various freelancing platforms to get work and assignments as a legal assistant.

Training Methodology

Online 24/7 access

Access study materials via our online portal & via our anroid & iOS apps.

Hard Copy Study Material

You will receive hard copy study material delivered to your address.

Practical Exercises

Two practical exercises every week, each followed by written feedback.

Live Online Classes

Live online classes based on exercises, allowing questions and feedback.

Convenient Class timings

Classes held after work hours, typically on Sundays or after 8 PM on weekdays.

Live Doubt Clearing

Live doubt clearing for support and one-on-one sessions with mentors.

What is the career potential after doing this course?

• Are you interested in working with companies as a lawyer or compliance specialist? You will deal with company law, SEBI regulations and corporate governance on a daily basis.
• Do you want to work as a corporate lawyer? Do you want to work in a law firm in M&A, Private Equity, Venture Capital, Capital Markets, General Corporate or Banking and Finance transactions teams? If yes, then company law is something that you are going to deal with day in and day out.
• SEBI is known as one of India’s most efficient, powerful and formidable regulators in charge of regulating the securities markets. It does a great job. SEBI issues dozens of regulations aimed at regulating various aspects of the securities market, and it is very critical to learn these to succeed as a company lawyer, securities lawyer or as an in-house counsel.
• The Companies Act, 2013 has introduced massive changes to corporate governance in India. It has impacted all the big companies and has also increased compliance thresholds. , As a result, the work for lawyers has increased.
• Knowledge and skills around company law never goes out of fashion. Industries and practice areas rise and fall in eminence, but they will all need company law experts.
• If you have good knowledge of company law, you can impress any corporate lawyer or a corporate litigator in any interview. Good knowledge of SEBI regulations is rarer. If asked about what is your favourite area of law, you can say it is company law or securities law and then answer the barrage of technical questions that will follow, you will make the cut in any good law firm.
• In every transaction, and almost in every commercial litigation, your knowledge of company law will come handy. Whenever listed companies are involved, you will need knowledge of the SEBI regulations.
• As a lot of businesses in India are moving from informal to formal sectors, this is an area whose demand is steadily increasing. Similarly, as more IPOs take place and more companies go public, the work related to SEBI regulations will dramatically increase.
• Company law and SEBI regulations are very technical subjects that are also often found boring because it is taught in a very antediluvian way by law schools through textbooks. Most law colleges do not teach this subject and the ones that do restrict it to the basic principles without going into detail about the procedures. This is also a reason why most lawyers don’t go beyond the surface and are unable to develop significant expertise in company law. Whereas, actually, it is very interesting and enjoyable.
• Reading the Companies Act, 2013 is a good start, but you need to go deeper. And more than anything, you need to understand how corporate transactions work, and how the law is applied in practical situations. Expertise in company law and corporate governance will require skills which are more varied than merely knowing the provisions of the statute.

Check out the learning objectives to understand what you will exactly learn.

Potential Employers

• Legal Teams Inside Companies: These are the folks who handle all the legal stuff within a company. They make sure the business follows the rules.
• Law Firms: These are companies that provide legal services to other businesses. They need experts in corporate law.
• Corporate Lawyers: These are the lawyers who represent businesses in court when they have legal disputes.
• Compliance Teams in Big Businesses: Big companies need people who can help them follow all the rules and regulations. You could be part of that team.
• Huge Businesses with Many Parts: Really big companies with lots of different parts often need specialists in corporate law.
• Small and New Businesses: Even small startups need legal help. You could be the one they turn to.
• Investment Companies or Advisors: These are the people who handle investments and financial stuff. They need legal experts to help them make smart decisions.

What kind of recruitment and placement support will I get?

• Unique Training Method: We're the sole organization in India offering comprehensive, exercise-based courses.
• Employer Recognition: Many leading employers, law firms, and companies actively seek our high-performing students.
• Career Opportunities: Success in our courses can lead to job placements, internships, and assessment internships in esteemed law firms, with renowned lawyers, and various companies.
• Empowering Learners: We focus on empowering learners with not just knowledge and skills, but also real-world opportunities.
• Dedicated Support Team: Our dedicated team is here to assist you with placements, internships, and freelance opportunities.
• Proven Success: Between April 2021 and June 2023, we've helped over 21,000 students secure job and internship opportunities.
• Media Recognition: Our achievements have been featured in respected media outlets like The Hindu, Business World, and India Education Diary.
• Impressive Value: Our students have secured over Rs. 2.7 Crore (USD 330,000) worth of work, with records of INR 30 LPA (USD 37,500) domestically and INR 50 LPA (USD 62,500) internationally.
• Comprehensive Support: From day one, our placement team guides you in setting goals, crafting standout CVs, enhancing interview skills, and supporting your critical first month on the job or during an internship.
• Trusted Recruiters: We've built strong collaborations with recruiters who prefer hiring our well-trained students.
• Competitive Edge: Partnering with us gives you an edge in the job market and opens doors to exciting career prospects.

What is unique about this course?

• The course trains you on different kinds of real life work associated with company law and SEBI regulations that is required to be performed by lawyers and other professionals
• The course is not limited to a provision-by-provision study of the statute and associated case laws alone - it provides the procedure as well as the logic behind various transactions which a company undertakes, such as a buyback or a private placement. And, most importantly, it takes you through the workings of transactions, where you can learn to apply all the knowledge you have acquired!
• Best practices are also sought to be taught, which can improve governance processes.
• The course provides a grip on this area from the perspective of work of a commercial lawyer (and not merely secretarial work).
• Case studies, drafting documents and preparation of action plans and strategies are included to provide an in-industry knowledge which makes you industry ready.
• The course will provide a ‘why to’ and a ‘how to’ kind of guidance. For those matters which are governed as much by best practices as by law, it will also provide a ‘what is the best way to’ kind of guidance (you will find these three types of chapters in all modules).
• From incorporation to dissolution, it will cover the entire lifecycle of a company with details as to how to go about each stage. 
• This course will tell you the issues which you may face during a ‘How to’ procedure on things - something that you wouldn't know until you have actually gone and made your hands dirty at a transaction.
• This course will also tell you about how corporate governance mechanisms are useful to identify and solve problems that companies struggle to identify and solve until they get outside expert help.
• The course is tough and intensive, you will not be awarded the certificate unless you complete all the exercises. You have to spend 8-10 hours per week on this course.
• You will get personal attention and coaching from the trainers, and get individual feedback on the quality of work you produce.
• Our trainers are highly experienced individuals with many years of industry experience.
• You will be writing an article every month and with our guidance publish the same either on iPleaders blog or various other industry publications.
• We will provide you a free course on professional networking, CV writing and interview skills so that you can easily find jobs.
• Those who perform well in class will be recommended to top law firms for internships and jobs. If you do not need such help, let us know in what other way we can help you.
• You will find knowledge acquired in this course very valuable with respect to most teams at law firms, as an in-house counsel or even if you pursue corporate litigation.

Here are a few examples of some students who secured jobs in the last 6 months

Abhilash Tyagi, 2022 BBA LLB graduate from O.P Jindal Global Law School has received a job from Trilegal.

Isha Patnaik, 2023 LLB Graduate from SOA National Institute of Law has received a job from Amogha Legal as Legal Trainee.

How will you clear my doubts and help me if I am struggling to understand or learn a concept?

• In our live classes, you can ask questions, share your screen, receive personal feedback, and have your doubts cleared.
• If you need more help after getting feedback on an assignment or want career advice, you can schedule a private one-on-one call. Our evaluators and mentors are here to assist you and give you advice that's tailored to your needs.

You need to understand this….

Company law is not like software. It’s more like an operating system, supporting the software. Even if you are star performers in areas like intellectual property or dispute resolution, if you don’t know how your client operates as a company, the execution is likely to suffer. For instance, how do you know your IP assignment agreement is properly signed on behalf of a company? Is a board resolution enough and is nothing more required? Can someone challenge your contract simply on the basis that the person signing it was not properly authorised?

If you aren’t versed with these questions, you will have to reach out to someone who is. And that’s precisely where company law professionals can get work. Some of the following can be really good sources of revenue if you are through with company law and securities laws:

Incorporation decisions

Many startup entrepreneurs are struggling with this decision: to incorporate or not to incorporate. While a lot depends upon the scale at which they are operating and their willingness to undertake greater compliance and disclosure, aspects like the possibility of a requirement for funding in the near future need also to be looked at. If you can strategise for them when and how to incorporate, what benefits they can take and what pitfalls they need to look out for, you can become their best friend. 

Incorporation decisions can hit not only the high growth of for-profit startups but also social entrepreneurs with their non-profit ventures. Should they go ahead and establish trust? Or should they simply incorporate a non-profit company? These are some places where your advice could come in as truly valuable. And if you enter at this stage, you’re their consultants for life.

Funding 

Generating funds requires a lot of strategic decisions - how much, from whom, through what. Founders need to know which investors to reach out to and how to pitch. Should they get the funds from the existing angels? Should they approach external PE investors? Should they rather go to the public at large? What is the instrument they should use? Does equity work better or debt instruments? These are all decisions that need to be thought put into them and most founders neither have the time nor the energy to research the options. 

Plus, any funding event can come with a host of compliance requirements. Transaction documents are required to be drafted, forms need to be filed, registers and records need to be updated. 

Amalgamations / mergers / acquisitions

These are matters which crop up in any type of economic conditions. Where there are recessionary trends, acquirers are out seeking distress sale targets that they consider to be profitable for the future. Group structures fold together and entities are merged to reduce expenses consequent to the existence of additional (possibly loss-making) entities. Struggling business groups combine and put their strengths together to see if they can operate better as a combination. All of these result in amalgamations/mergers/acquisitions. These transactions again involve a healthy combination of strategic decisions and structuring and compliance requirements - both of which spell bread and butter for lawyers.

Responding to show cause notices

Show a regulated entity that you’re adept at dealing with regulators and they can be willing to roll the red carpet for you. Show cause notices spell possible penalties and that is why they can induce panic. If you are well versed with how the regulator operates and how to deal with these notices, you can pitch your services to multiple issuers and intermediaries very easily. 

Advisory

There is a good deal of transactions where businesses need strategising, and therefore, structuring. Some examples can be inter-corporate transactions, setting up of subsidiary structures, JV arrangements and setting up JV entities, investments, buybacks etc. - not to mention closing down entities. Winding up and liquidation of companies is not a cakewalk - it needs planning and a significant number of processes and procedures to be followed. Transaction advisory services generate a good deal of revenue for accounting firms. No reason why it can’t do that for law firms. 

This course will provide first-hand knowledge of all of the above, which can translate into income for you.

Some myths about Company law….

It is very complicated.

Not really. There are some basic fundamentals you need to understand. Once you are clear with these, your innate sense will tell you that there must be a provision to a particular effect, even if you do not know where. Company law deals with systems with which companies operate and many of your clients or your employers are, well, companies. Once you get the hang of the system, it’s smooth sailing.

It is boring.

Really? Didn’t you read with interest the Tata Vs Cyrus Mistry saga or about the SBI Cards IPO? Didn’t reading about the handsome gains that the Flipkart employees made for their ESOPs, upon investment by Walmart seem interesting? There’s enough drama in company law if you get into it and get interested.

Company law deals with compliance

To an extent, yes. However, there are many strategic matters you can get to deal with in company law and require very specific structuring such as inter-corporate transactions, setting up subsidiaries, private placements etc. The structuring and drafting involved in these transactions aren’t exactly compliance and can be quite intellectually stimulating.

Money-back guarantee

If you take this course, follow it diligently for a month, do all the exercises but still do not find value in it, or not able to understand or follow it or not find it good for any reason, we will refund the entire course fee to you. It is a 100% money-back guarantee with only one condition, you must pursue it properly for a month. If you don’t find it valuable after that, get your entire money back.

View Refund Policy

Specific Learning Objectives

• Understand how different kinds of corporate transactions work;
• Understand how to handle several types of corporate deals, including structuring, drafting agreements and preparing ancillary documents;
• Understand how to strategise and prepare the paperwork for corporate litigation and argue at tribunals
• Learn how to draft clauses of constitution documents like Memorandum and Articles to incorporate the company;
• Learn how to advise a client on what is the best non-profit structure for him and how to use a Section 8 company to the maximum advantage;
• Learn how to appoint or remove a director in a company and to advise a client on the managerial remuneration to be paid to the directors;
• Learn how to advise on resources for appointment of  independent directors and affixing roles and responsibilities for such independent directors;
• Learn how to draft a board meeting notice and agenda and terms of reference for a specific operational committee;
• Learn how to identify the right type of securities for achieving specific objectives from the point of view of founders and investors;
• Learn how to advise the Chairman on managing the proceedings at Annual General Meetings and how to ensure minimal disruptions by shareholders. In addition, also learn how to draft an application to the NCLT for the directions to convene an AGM where it is not being held by a company;
• Learn how to frame internal company policies and set up reporting and escalation mechanisms at a group and individual entity levels;
• Learn how to draft a shareholders agreement, resolutions and other documents for a private placement transaction;
• Learn how contract management and litigation management systems in a company can help in minimising legal risk; 
• Learn how to develop induction processes for directors and advise them on their liabilities and responsibilities;
• Learn how to draft CXO employment agreements, including severance payments and clawback provisions;
• Learn how to draft comprehensive employee stock option plans and letters for grant of options;
• Learn how to draft a letter of offer for a rights issue and redline the amendments to the Articles of Association after a private placement; 
• Learn how to strategize, plan and carry out buybacks in unlisted entities;
• Learn how to draft share subscription agreements and share purchase agreements and execute a transfer of shares; 
• Learn how to advise a client on the suitability  of debenture issuance and draft debenture trust deeds
• Learn how to advise a client on compliance with respect to charges including penalty for delayed filing and draft clauses of a corporate guarantee;
• Learn how to advise clients on the perfect acquisition transaction for their business, whether a slump sale, asset sale or share acquisition;
• Learn how to draft schemes of arrangement for amalgamations, mergers and demerger transactions;
• Learn how to structure related party transactions, the compliance required for such transactions and consequences of non-compliance;  
• Learn how to advise a client on setting up a subsidiary entity and structure transactions between holding and subsidiary companies; 
• Learn how to advise a client on the applicability of accounting standards, draft a resolution for approval of accounts by the board of a listed company;
• Learn how to advise management on requirements applicable to accounts and accounting systems in the company and how to manage the relationship with auditors;
• Learn how to draft a CSR policy and terms of reference for a CSR committee;
• Learn how to draft specific sections of Directors' report;
• Learn how to verify the information received about listed and unlisted entities during due diligence by using the website of the MCA and stock exchanges;
• Learn how to draft applications/petitions/appeals for mergers, demergers, revival and restoration of companies to the register, oppression and mismanagement, reduction of capital, the rectification of register of members and how to file these with the National Company Law Tribunal;
• Learn how to advise a client on capital reduction and draft specific clauses of a scheme of arrangement; and a petition to be filed before NCLT for approval of a scheme of arrangement;
• Learn how to draft applications to be filed before NCLT for seeking convening and dispensation of the meetings of shareholders/creditors;
• Learn how to draft a legal opinion on the best method to close down a company in given circumstances;
• Learn how to carry out a voluntary strike-off for a company and  give a legal opinion on liabilities of directors in the case of voluntary strike-off;
• Learn how to draft an application for initiation of insolvency proceedings by a corporate debtor;
• Learn how to draft a reply to a strike-off notice;
• Learn how and when you can list your company, the performance criteria for listing a company, all about issue size, minimum public shareholding, pricing, and securities that can be issued;
• Learn how to draft an appeal for restoration of a company to the register;
• Learn how to advise a client on matters relating to oppression and mismanagement and the eligibility for filing a petition;
• Learn how to advise a client on how qualified institutional placements can be carried out;
• Learn how to advise a client on whether a public announcement is required under the Takeover Code, 2011
• Learn how to draft a legal opinion to advise the management of a target company under a hostile takeover in relation to voluntary and competing offers under the Takeover Code, 2011
• Learn how to advise the management in case someone launches a hostile bid for your company and how to manage competitive offers
• Learn how to take a company private by delisting offers and how to manage the delisting process
• Learn how to draft an application to be filed with SEBI requesting exemption from making a public announcement for an open offer
• Learn how to advise a client on an insider trading matter and to draft an insider trading code for your client;
• Learn how to reply to show cause notice (SCN) received from SEBI;
• Learn how to file an application for settlement with SEBI and to calculate the indicative amount (IA);
• Learn how to file an appeal before the Securities Appellate Tribunal (SAT).

List of Weekly Exercises

We believe in ensuring that our students learn at least two skills every week. Our exercises are geared towards this, and are completely practical and application-based, because we want you to exercise your little grey cells. 

Here’s are a few sample exercises that will give you an idea:

• Mr. Arancio is a famous Italian fashion designer based out of Milan, and now wants to expand his business and launch his luxury formal designer wear brand in India. Please give legal advice to Mr. Arancio on which entity would be the most suitable for him for his business in India.
• Mr. Natwarlal is the owner of Khali Limited, a listed Indian company and often does business with his brother’s company, De Nada SARL incorporated in France. The products of Khali are sold to De Nada at only 20% the price. As the counsel for an investor planning to invest in Khali Limited, prepare the risk matrix for your client?
• Ms. Bijli Gira wants to sell her entire shareholding in her father’s real estate company Thunderstorm Private Limited, amounting to 40% of the total shares to an AIF called Radi Investments. Structure the investment and draft a Share Purchase Agreement accordingly.  
• Since Mobius Limited was unable to repay its loans, its largest creditor filed an insolvency application with the NCLT and Mobius Limited is under the corporate insolvency resolution process now. However, the Committee of Creditors does not want to continue with the CIRP anymore. Prepare a checklist for them on the required actions and draft the necessary application to be submitted in the NCLT. 
• Advise on the benefits and risks of incorporating a company against a specific objective;
• Draft clauses of Memorandum and Articles of Association for incorporation with a given co-founders agreement, for an investment transaction as a lawyer to an investor and on the conversion of a company from private to public;
• Advice on whether a certain person can be appointed as a director and on how to remove a director in specific cases; 
• Advice on resources for appointment of an independent director and affixing roles and responsibilities for such independent director; 
• Draft a legal opinion on the amount of managerial remuneration to be paid to directors and severance compensation which can be paid to an outgoing director;
• Draft clauses of a CXO employment agreement;
• Draft clauses of an ESOP scheme and a letter for grant of options;
• Draft a Board Meeting notice and agenda, terms of reference for a specific operational committee;
• Draft an internal policy and set up a reporting mechanism for a department for entities of various sizes;
• Identify the right type of securities for achieving specific objectives from the point of view of founders and investors;
• Draft clauses of shareholders agreements and resolution and explanatory statement for private placement;
• Draft the letter of offer for a rights issue and redline the amendments to the Articles of Association after a private placement; 
• Draft a legal opinion to advise a client on whether the company can secure external commercial borrowing and to what extent as well as the compliance required;
• Advise a client on suitability of debenture issuance and draft clauses of a debenture trust deed;
• Advise a client or compliance with respect to charges including penalty for delayed filing and draft clauses of a corporate guarantee;
• Draft a legal opinion on whether a transaction amounts to a related party transaction and the compliance required and consequences of non-compliance;
• Advise a client on applicability and compliance with provisions related to inter-corporate transactions;
• Advise a client on setting up a subsidiary entity and proposed transactions between holding and subsidiary companies;
• Advise a client on the applicability of accounting standards, draft a resolution for approval of accounts by the board of a listed company;
• Advise a client on restatement of accounts approved by the members;
• Advise a client on the appointment and removal of the auditors;
• Advise a client on the applicability of CSR provisions and taxation on CSR activities;
• Draft a CSR policy and terms of reference of  a CSR Committee;
• Draft specific sections of a Directors’ Report
• Advise a client on legal requirements in relation to convening Annual General Meetings, matters to be included in the notice etc.
• Secure specific information for a company from the website of the MCA and BSE;
• Draft a legal opinion to advise a client on which method of acquisition will suit for a specific business and specific purpose;
• Draft specific clauses of a scheme of arrangement;
• Draft an application to be filed before the NCLT for dispensing with the meetings of the members and creditors;
• Draft a petition for approval of a scheme of arrangement by the NCLT;
• Draft a legal opinion on the best method to close down a company in given circumstances
• Draft a legal opinion on liabilities of directors in the case of voluntary strike-off
• Draft an application for voluntary strike-off of a company;
• Draft an application for initiation of insolvency proceedings by a corporate debtor;
• Draft a legal opinion on whether a client should undertake insolvency proceedings or go for voluntary winding up; 
• Draft a reply to notice for strike-off STK-1;
• Draft an appeal for restoration of a company to the register;
• Draft a legal opinion to advise a client as to whether certain actions amount to oppression and mismanagement and his eligibility for filing a petition;
• Advise a client on capital reduction and composite scheme of arrangement;
• Draft an application under Section 59 of the Companies Act, 2013 for rectification of register of members;
• Draft an application to the NCLT for directions to convene an AGM;
• Draft a legal opinion to advise a client on whether the entity meets eligibility criteria for an IPO, the documents required to be filed and how qualified institutional placements can be used;
• Advise a client on an insider trading matter;
• Advise a client on drafting an insider trading policy for a company;
• Advise a client on whether the public announcement is required under the Sebi (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• Draft a legal opinion to advise the management of a target company under a hostile takeover in relation to voluntary and competing offers under the Sebi (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 
• Draft specific clauses of a letter of offer;
• Draft an application to be filed with SEBI requesting exemption from making a public announcement for an open offer;
• Draft a legal opinion on advising a client as to whether the entity can be voluntarily delisted and the process of delisting;
• Draft a reply to an SCN issued by the AO/SEBI;
• Draft a consent application for settlement to be filed with SEBI;
• Draft an appeal to be filed before the SAT

What has not worked?

Study of the bare act/regulations

This is not the way to do it. You might read it section by section, but you will not be able to retain it beyond a few days. Unless you “use” it, you “lose” it. While a study of bare sections is essential, it is only if you use it as a reference to deal with something and not as the main reading material. A much better way to do it would be to keep on checking the news or case laws and read the sections involved in those. That will clarify the applicability of the sections and you will be able to retain this for a bit longer. But this method is also not foolproof. What if you need to grapple with matters not dealt with by case laws you can easily find?

Taking up professional courses like company secretaryship just to understand one subject

Sure, you will be dealing with company law and securities laws in-depth in the company secretaryship course. But are you looking to deal with other subjects in that course also, just for the purpose of learning these? The course is spread over a period of three years. Are you willing to give that time for a limited purpose? Again, just reading the study materials for that course will not yield much as we noted above - you will not be able to retain it beyond a few days. 

Asking seniors / securing training with company law professionals

This can work, but only to the extent that the senior person is willing to make it work. You will learn what they train you on, but not everything that you want to learn. You can’t even find professionals who are handling any and all matters in company law or securities laws. Even if they are, it is not necessary that they get to deal with those matters in the duration that you are training with them. It isn’t a foolproof method because it is incredibly dependent upon someone else. 

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