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I am glad to announce that I have joined Bank of America as a Full Time Global Compliance & Risk Officer. #career #bankofamerica #compliance

What do you need to know before starting your first Legal Internship which is in the practice area of M&A, Private Equity & Venture Capital? The most commonly used business deal in the Indian Private M&A scene is the Share Acquisition deal. And if you are interning at a boutique law firm, almost all transactions are done through Share Acquisition deals only. Because such boutique law firms partner with Venture Capital firms & assist Startups/Companies in their funding/acquisitions requirements. Now, here is everything you need to know about such deals, Q. What exactly is a Share Acquisition deal? 👉Such deal involves the purchase of shares of a target company by an acquirer. (For example, a F&B startup acquired 15% percent stake in another F&B startup) Q. What are the major types of such Share Acquisition Deals? 👉Primary Issuances of Shares - This involves sale of new shares by the target company to the acquiring company. This is used when funding is required for target company’s growth or expansion. (For example, Walmart acquired 77% of Flipkart's shares by investing $16 billion in the company, which included $2 billion of equity funding as part of a primary issuance of shares.) 👉Secondary Issuance of Shares - This involves providing exit to the existing shareholders. (For example, recently Aman Gupta in Shark Tank disclosed that he invested INR 10 Lac in Milk Startup Anveshan, after two years, he got an exit in the latest round & sold his equity for INR 1 Crore. Here, shares of an existing shareholder were acquired by a new shareholder) Q. What agreements are involved in such deals? 👉Share Purchase Agreement (SPA) (In case its a Secondary Issue of existing shares) 👉Share Subcription Agreement (SSA) (In case its a Primary Issue of Shares) 👉 Shareholders' Agreement (SHA) (Basically, it’s an agreement between the shareholders of the target company that regulates their relationship and outlines the management and operation of the company) 👉Employment Agreements 👉Non-Disclosure Agreement (NDA) 👉Non-Compete Agreement (NCA) 👉Escrow Agreement 👉There are several other agreements as well, depending upon the size & nature of the transaction. Q. What is the process of a Share Acquisition Deal? 👉Out of all the types of deals, Share Acquisition is one of the most simple deals to execute. Briefly, the outline of such deals involve, 1. Preparing the documentation (SPA or SSA) 2. Executing Share Transfer Forms (For example, SH-4 forms as per Companies Act, 2013) 3. Stamp Duty This also involves the whole procedure of Due Diligence, Compliance, Tax implications, Special Purpose Vehicles (SPVs), etc.) Q. What major laws & regulations these deals have to comply with? 👉You can checkout the list here https://lnkd.in/dX6Ch7UM #law #internships #mergersandacquisitions #startups

During an interview with one of the Big4 companies, this question struck me out of the final round. Interviewer: “𝘈𝘴 𝘢 𝘓𝘦𝘨𝘢𝘭 𝘊𝘰𝘯𝘴𝘶𝘭𝘵𝘢𝘯𝘵, 𝘵𝘦𝘭𝘭 𝘮𝘦 𝘵𝘩𝘦 𝘱𝘳𝘰𝘤𝘦𝘴𝘴 𝘰𝘧 𝘤𝘰𝘮𝘱𝘭𝘪𝘢𝘯𝘤𝘦, 𝘢𝘯 𝘐𝘛/𝘐𝘛𝘌𝘚 𝘤𝘰𝘮𝘱𝘢𝘯𝘺 𝘩𝘢𝘴 𝘵𝘰 𝘧𝘰𝘭𝘭𝘰𝘸. 𝘈𝘭𝘴𝘰, 𝘭𝘪𝘴𝘵 𝘥𝘰𝘸𝘯 𝘥𝘪𝘧𝘧𝘦𝘳𝘦𝘯𝘵 𝘤𝘰𝘮𝘱𝘭𝘪𝘢𝘯𝘤𝘦𝘴 𝘸𝘪𝘵𝘩 𝘳𝘦𝘴𝘱𝘦𝘤𝘵 𝘵𝘰 𝘐𝘯𝘥𝘪𝘢𝘯 𝘤𝘰𝘯𝘵𝘦𝘹𝘵” I was not expecting this question, so I just list down the different compliances including the Privacy & Data Security Regulations, however, I didn’t paid enough attention to the ‘Process of Compliance’ part. After the interview, I did my own research & analysis, and the ideal answer should have been this, “There are several compliances that an IT company must adhere to in India & some of the crucial ones are, 👉Companies Act, 2013 (including complying with the provisions related to appointment of directors, auditors, and company secretary.) 👉Tax compliances (including GST.) 👉Intellectual Property Rights (IPR) 👉Information Technology Act 👉Foreign Exchange Management Act (in case the company has foreign clients or foreign investments.) 👉Labour Codes & Laws 👉Environmental Laws (in case the Company has a physical presence.) 👉Digital Personal Data Protection Bill, 2022 (For Privacy & Data Security Concerns) 👉As the bill is not in effect right now, compliance with respect to IT Rules, 2011 must also be done. With respect to the Process of Compliance, following steps must be taken, 1. Identifying Applicable Laws and Regulations. 2. Assess Compliance Requirements (This will lay down the compliance threats which the company must solve). 3. Develop Policies and Procedures (For example, after identifying the latest Labour Codes, the company might have to develop a different compensation policy with respect to Basic Salary, Gratuity, EPF, etc.) 4. Establish Compliance Monitoring System (This will ensure the compliances are implemented effectively) 5. Regular Review and Update 6. Remedy and Reporting (In case of breach of laws, reporting it to the authorities must be the first course of action)” Why this answer was ideal? 👉Because it has exact legislations laid down with examples. 👉It talks about a similar compliance procedure. 👉It makes sure that the company is compliant with the recent legislations as well. 👉It is well-structured & to the point. #law #big4 #legal #interview #india

As a Legal Intern, how do you assist the M&A or General Corporate team in your Law Firm internship? The very first task, most of the legal interns in the M&A team have to prepare a List of Documents (LOD). LOD is part of a Due Diligence Report (DDR) that a law firm has to prepare during the execution of any M&A transaction. The LOD is divided into the following heads, 👉General Corporate 👉Material Contracts 👉Intellectual Property 👉Real Estate 👉Permits & Licenses 👉Litigation 👉Financing 👉FEMA For instance, your Associate asked you to prepare the LOD for a M&A transaction which involves Company A (Law Firm’s Client) acquiring Company B through Share Acquisition Deal. The associate might send you a Folder which will have around 500 documents covering the operations of Company B. And you have to prepare a list of all of them. Hence, having a LOD would make sure Company B (which is being acquired) is fully compliant with respect to all the laws & regulations, whether its FEMA, Companies Act, Labour Laws, etc. Here, ‘fully compliant’ means, 👉Company B has all the required docs which makes it a legitmate company. 👉It has all the docs which covers all of its past transactions. 👉It has all the permits & licenses to do business in the respective country. 👉It has record of all the assests & liabilities. 👉Company B’s docs checks out all the information that it has furnished at the time of the deal. 👉Basically, ‘fully compliant’ means Company B has a record of everything so that It won’t hurt the law firm’s client in the future (in case its found out they are not compliant with all the laws). The associate might give you a sample LOD, but here are few things you must know while preparing it, 1. Let’s just say, you found a Share Certificate involving a past transaction of Company B, 👉At first, you would be classifying this document into the heads mentioned above. 👉Since its a Share Acquisition Transaction, this will fall under the head of ‘General Corporate’. 👉You would mention this share certificate as ‘Share Certificate bearing certificate number 8 for 1,667 Equity Shares (Number & Type of Shares) given to Mr. Elon Chaturvedi (Shareholder) on December 20, 2018 (Date of Transaction)’. 👉By this way, the LOD has a record of this exact share certificate. 2. Now, while preparing LOD, you must also let your Associate know when Company B is not compliant. 👉Let’s take the same above instance, if you found a share certificate, there has to be a SH-4 (Securities Transfer Form) as well for that particular transaction. SH-4 Form indicates that the transferor wants to transfer the given securities to the transferee, and the same has to be filed & duly executed as per Companies Act, 2013. 👉 Now, if you are not able to find such SH-4 Form for that transaction, notify your Associate about it at the earliest. This will make sure that Company B is compliant for this particular transaction. #law #legal #internship #mergers

In the past 30 days, I have shared several posts regarding the do’s & don’ts for law students with respect to internships, law school, research, M&A, etc. Here are the links to all of them, 👉5 things a law student must do during their Law Firm Internship. https://lnkd.in/dHxmzuXh 👉Things that I have learnt after doing 9 legal Internships. https://lnkd.in/dzn9DY2d 👉5 Mistakes to avoid during Law Firm internships. https://lnkd.in/duC_3R94 👉Why a law student doesn’t need to overstress? https://lnkd.in/dTREQunF https://lnkd.in/dpmpaxmf 👉What to do if the M&A practice area really excites you, but you don’t know how & where to start? https://lnkd.in/d9VTKnJq 👉Subjects/Electives/Laws you should look out for in college if you want to pursue a career in M&A. https://lnkd.in/dX6Ch7UM 👉How to make sure you get noticed in your legal internships? https://lnkd.in/dGPNu4FK 👉How do you solve any complex research preposition given in your legal internship within minutes? https://lnkd.in/d6DtcGWH #law #legal #internships #mergersandacquisitions #lawyer

Subjects/Electives/Laws you should look out for in college if you want to pursue a career in M&A? 1. Mergers & Acquisitions (Obviously, some of the colleges in India have a specifically dedicated elective for M&A) 2. Competition Law (The Competition Act, 2002 is the main legislation that regulates the Mergers & Acquisitions in India. Every M&A transaction has to be in compliance with this act.) 3. Foreign Exchange Regulations 👉Foreign Exchange Management Act, 1999 & other Foreign Exhange Regulations issued by RBI. 👉Foreign Direct Investment (FDI) Policy & Regulations. 👉 External Commercial Borrowing (ECB) Regulations. (Every cross border M&A transaction must be in compliance with these rules) 4. Corporate Regulations 👉Companies Act, 2013 👉Indian Contract Act, 1872 👉Limited Liability Partnership Act, 2008 👉Insolvency & Bankruptcy Code, 2016 (Due dilligence has to be done in every M&A transaction, as a result of which, compliance with respect to these laws becomes necessary. For example, as per Companies Act, 2013, in a Share Acquisition deal, the transferor of shares must submit the securities transfer form (SH-4) to the company & it must be duly executed, dated, and stamped.) 5. Taxation Laws 👉Income Tax Act, 1961 👉GST 👉Tax Treaties (Every M&A transaction has a tax implication, tax advisors are specifically hired by companies to look out for potential tax exposures.) 6. Transfer Pricing Law 👉Part of Income Tax Act, 1961 (This law is applicable to both domestic & international transactions, which fall above a deal threshold limit. Several companies the including Big 4 companies have special roles for this area, for example, Transfer Pricing Associate, Transfer Pricing Specialist, etc.) 7. Securities Law 👉SEBI Act, 1992 👉Rules, circulars, notifications issued by SEBI 8. Startup and Entrepreneurship Law (Gives you a rough idea about the functioning of startup funding & what laws a startup has to be in compliance with.) 9. Business Statistics (This subject helps in assessing the future risks of a target company (which is being acquired), it also helps in valuation procedures, etc.) #mergersandacquisitions #law #big4 #india #startups