OUR CORPORATE PRACTICE CONTENTS

ABOUT TRILEGAL 04 OUR CORPORATE PRACTICE 06 WHY CHOOSE OUR CORPORATE PRACTICE? 08 CORPORATE PRACTICE WORK HIGHLIGHTS 10

Ranked as one of the top 10 most innovative rms in APAC. FT - Asia-Pacific Innovative Lawyers

Ranked as one of the top 5 law firms in . RSG India Report

Best Overall Law Firms in India. India Business Law Journal (IBLJ)

National Law Firm of the Year and India Client Service Law Firm of the Year. Chambers Asia-Pacific Awards

03 ABOUT TRILEGAL

Trilegal is one of India's leading law firms with offices in four of India’s major cities - Mumbai, New , and Gurgaon. We represent clients on a large number of the most complex and high value transactions in India.

We believe that the combination of our firm’s culture, the depth of our transactional experience, the wide range of our expertise and the quality and energy of our lawyers, allows us to offer a level of client service that is unique in the Indian legal market. We take a commercial perspective of the issues our clients face with the aim of developing a solution-oriented approach.

Our areas of expertise include mergers and acquisitions; strategic alliances and joint ventures; private equity and venture capital; energy and infrastructure; banking and finance; restructuring; capital markets; telecoms, media and technology; dispute resolution; regulatory; competition law; labour and employment; real estate; and taxation.

Our client roster includes many of the world's leading corporations. We provide our clients seamless, efficient and integrated service across a broad spectrum of practice areas.

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OUR CORPORATE PRACTICE

Trilegal is recognised as having a market-leading We frequently advise our corporate clients on corporate practice. Our corporate practice brings elements of Indian corporate laws and the legal and together more than 100 lawyers across our offices regulatory issues that impact their day to day with a client base that includes leading international business. Our lawyers build strong relationships with and Indian companies as well as smaller growing in-house legal teams, working alongside them to businesses. We have a reputation of getting to the provide reliable expert advice. heart of complex issues, focusing on strategy, structuring transactions innovatively and minimising We regularly provide secondees to many of our execution risk. clients’ legal teams, ensuring that our lawyers have the practical experience of working in a corporate We are a top-tier firm for Mergers and Acquisitions environment and a strong understanding of our (M&A) and Private Equity in India. Our M&A clients’ business. team has experience and expertise in acting on complex, high value, cross-border as well as domestic transactions.

Our track record, expertise and local knowledge in the M&A market ensure that we deliver cost-effective, deal oriented and high quality legal advice. We regularly act for large Indian corporate groups on outbound acquisition transactions in multiple jurisdictions. In addition, our experience of advising clients on complex, multi-jurisdictional transactions enables us to anticipate issues and risks that will arise, ensuring we provide clients with insightful and tailored solutions.

We have extensive experience of advising on joint ventures and strategic alliances. We have also represented various private equity funds in establishing their presence in India and on their downstream investments across diverse sectors.

06 Band 1 Firm in India for M&A and PE. Chambers and Partners WHY CHOOSE OUR CORPORATE PRACTICE?

SOLUTION ORIENTED APPROACH We strongly believe that our role as transaction Some of the key advisers is not only to identify potential areas of risk, but to find practical and efficient solutions with a sectors in which we view to eliminating or mitigating such risks and getting the deal done. We use our understanding of have advised clients India’s complex regulatory environment and equally importantly, our familiarity with the manner in which include: these regulations are interpreted and enforced by • Telecom, Media and Technology regulators, to provide deal oriented advice that is • Financial Services accurate and practical. Clients have appreciated our • Manufacturing and Distribution ability to respond promptly to their needs and to • Energy and Infrastructure work within challenging transaction deadlines. • Pharmaceuticals and Life Sciences • Real Estate COMPREHENSIVE AND SPECIALISED ADVICE • Defence Our corporate group consists of over 100 lawyers • across our four offices ideally placed in India’s most • Education favoured investment destinations. Our corporate • Hospitality practice group is supported by experienced lawyers specialising in capital markets, employment, dispute TRUSTED ADVISERS resolution, banking and finance and competition law. Our aim has always been to establish long-term, This enables us to cut across disciplines and provide trusted adviser relationships with our clients. To this a one-stop solution for all aspects of legal advice end, apart from an active secondment programme, needed in connection with any investment or we also organise discussion forums for in-house M&A transaction. counsel at client organisations, conduct seminars/webinars and send out regular updates to DIVERSE SECTOR EXPERIENCE clients on the latest regulatory developments in India. The focus of our corporate and M&A practice has always been to provide customised advice with specific reference to the sector of business in which our clients are engaged. We understand the intricacies and complexities of the regulatory environment in India surrounding various sectors and are able to provide bespoke solutions that cater to the specific regulations that govern such sectors. We often interact with government authorities and sector specific regulators and contribute to the development of new policies and regulations.

08 Tier Ranked Firm in India for M&A and PE. The Legal 500 CORPORATE WORK HIGHLIGHTS

M&A / JV WORK HIGHLIGHTS and the related open offer under Agusta Westland on a joint the Takeover Code. venture with Tata Group for ___ assembling and servicing Shriram Capital in relation to the helicopters in India. sale of an equity stake to ___ Piramal Enterprises. and Ant Financial ___ (Alipay) in connection with their Telenor Group on its joint venture multi-tranche investment in with Unitech Group for mobile One97 Communications (). telecom services in India, and ___ subsequently on its buyout of Engie on the sale of its stake in Unitech’s stake. Meenakshi Energy to Kolkata ___ based India Power Corporation. Tesco on its 50:50 joint venture ___ with the Tata group (Trent on its major Hypermarkets) to operate Star acquisitions including Jeeves Bazaar, which is the only Consumer Services and multi-brand retail business with WeHive Technologies. a license to operate in India. ______Thomson Reuters on its Godrej Agrovet on the acquisition acquisitions in India including of a significant stake in Pangea3; and FXALL International agrochemicals maker Astec (Mumbai), related to Thomson Lifesciences. Reuters Corporation's global ___ acquisition of FX Alliance Inc. Hassad Food Company, a wholly ___ owned subsidiary of Qatar Wipro in relation to the Investment Authority, in relation acquisition of Viteos Group, a to its acquisition of a majority leading business process services equity stake in Bush Foods, a provider to the financial privately-owned branded and services industry. ready to eat processed foods company in India. ___ Huhtamaki Oyj on its global acquisition of Positive Packaging. ___ International Paper on its US$ 425 million buyout of the entire promoter stake in The Andhra Pradesh Paper Mills Ltd.,

10 Private Equity Law Firm of the YearYear. – India AcquisitionIndia Business International's Law Journal International Fund Awards 2013 PE/VC WORK HIGHLIGHTS Amar Ujala Publications; and Actis on its investment in Ostro Ratnakar Bank. Energy, a renewable energy __ generation business. DSG Consumer Partners in __ connection with its investment in Alibaba group on its investment in , an online aggregator Jasper Infotech, which operates for hotels and other investments e-commerce platform Snapdeal. in India. __ __ Baillie Gifford & Co. on their Goldman Sachs in relation to its investment in ANI Technologies investments and exits in India (). including Bharti Infratel; SpiceJet; __ and Coffee Day Global Limited. Barings Private Equity Partners __ India on their investment in RMZ IFC on its investments and exits in Corporation, a leading Indian real India including Azure Global; estate company. Samhi hotels; and Coffee Day __ Global Limited. BlackRock on its investment in __ Jasper Infotech, which operates Khazanah Nasional on its e-commerce platform Snapdeal. investments in India including __ VAS Data Services, owner of Blackstone Capital Partners on its online apparel and footwear investments and exits in India platform Yepme.com; and including Visa Power; and Actoserbsa Active Wholesale, Hindustan Powerprojects Private owner of online lingerie platform Limited (formerly Moser Baer). Zivame.com. __ __ CDC group on its investments in Morgan Stanley in relation to its India, including Janalakshmi investments and exits in India Financial Services; and Equitas including Continuum Wind Energy Micro Finance. Pte. Ltd.; and Janalakshmi __ Financial Services. CLSA Capital Partners on its __ investments in India including 3i Group in relation to the Holisol Logistics; and Equitas enforcement of its rights against Microfinance. Krishnapatnam Ports; and __ Navayuga Engineering. D.E. Shaw Group on regulatory issues relating to its investments in India as well as its exits from various investments including DLF;

12 ..... CORPORATE ADVISORY WORK Boots, the UK pharma, beauty and Levi Strauss on marketing, HIGHLIGHTS health care group, on its entry into distribution and competition law Agusta Westland on their supply India and structuring options issues, including the global contracts with the Ministry of available in light of the FDI standardisation of all their Defence for the procurement restrictions on multi-brand commercial contracts with of helicopters. retail trading. franchisees, retailers, exporters ______and advertising agencies. Alibaba group and Ant Financial Cisco in relation to its Indian ___ (Alipay) in evaluating the operations and a variety of local Oriflame on the compliance of regulatory framework for payment regulatory and corporate their business model under the banks in India, and advising on compliance issues. FDI Policy including analyzing Indian regulations in the context of ___ legal issues under the wholesale potential new products and lines Danske Bank on incorporating trading sector and providing of business. its Indian subsidiary in various options on structuring ___ Bangalore and other their business model. Alstom on an ongoing basis post-incorporation assistance. ___ including in the first of its kind ___ Public Sector Pension Investment contract awarded by the Ministry Delsey in relation to restructuring Board (PSP), a Canadian Crown of Railways, under the ‘Make in their existing wholesale and retail Corporation, on entry routes for India’ initiative for setting up a franchise business in India. investments in India and setting factory at Madhepura, Bihar. ___ up its investment structures. ___ Heineken International B.V. on an Amazon on the legal and ongoing basis in relation to its regulatory issues in relation to the joint venture with Vijaya Mallya in launch of the Kindle e-book reader United Breweries. in India. ______Indian School of Business, Associated British Foods group Hyderabad in relation to various regarding yeast production and issues, including structuring its import related norms under endowment chairs, research custom and food safety laws. initiatives and collaborations with ___ international entities; and setting Blackstone on the regulatory up their new campus in aspects of its fund structures in Mohali, Punjab. India, including liaising with ___ regulators; and internal Jasper Infotech (Snapdeal) on restructuring of all its portfolio corporate matters, including a investments in India. number of acquisitions.

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They're very thoughtful in their advice, they're commercially savvy and they understand numbers well, which is a prerequisite when advising on PE transactions. They're very responsive and their drafts are pretty crisp. Chambers and Partners GENERAL CORPORATE ADVICE Levi Strauss on marketing, to day advice on a variety of Telenor in the identification and distribution and competition law issues arising under Indian finalization of Lakshdeep issues, including the company law, exchange control Investments & Finance Pvt. Ltd as standardisation of all their laws, etc. the Indian partner for the Telenor commercial contracts with ___ Group's telecommunication franchisees, retailers, exporters Avery Dennison on various operations in India which are to be and advertising agencies. matters including leasing of conducted through Telewings ___ industrial space for manufacturing Communications Services Oyzterbay on establishing a retail facilities, building related Private Limited. chain for the sale and marketing contracts, corporate law issues ___ of jewellery through commercial and compliances, setting up a Indian School of Business, retail outlets across the country, manufacturing unit in an SEZ, Hyderabad in relation to (i) a including advice on investment foreign investment regulations services agreement and a issues, structuring, trade related and the law relating to non-disclosure agreement with aspects, foreign exchange corrupt practices. Accenture towards a joint effort regulations and general laws between the two entities to build a applicable to the conduct of the management development retail business in India. program for managers at various ___ levels; (ii) structuring its Mysoft on the development of a endowment chairs, research hotel in Bangalore, including initiatives and collaborations with advice on financing by foreign international entities; (iii) devising private equity players, entry of admission and related policies; renowned international hotel and (iv) setting up its new campus chains into the Indian hospitality in Mohali; as well as preparing industry and regulatory aspects of employment, master services and establishing a hotel. commercial contracts, leases, ___ licenses, on-campus franchises, APCO Worldwide on all aspects F&B services, engineering services, of setting up of its Indian data center services, AV design operations including advising on services and construction FDI policy, company contracts. incorporation, corporate ___ secretarial compliances, Sportsworld Group on setting up a operational licenses and wholly owned subsidiary in India registrations (including to carry on the business of event registration under export management, celebrity promotion schemes where representation and production of applicable), third party supply and sports-based television content. service contracts and general day

16 In spite of the various time pressures and sensitivities involved, they coped very well and wore a very balanced hat when it came to handling the interests of different parties. Chambers and Partners MUMBAI Peninsula Business Park 17th Floor, Tower B Ganpat Rao Kadam Marg Lower Parel (West) Mumbai 400 013 India T +91 22 4079 1000

DELHI 311 B, DLF South Court Saket, 110017 India T +91 11 4163 9393

GURGAON 5th Floor, Tower 4B DLF Corporate Park DLF City Phase-3 MG Road, Gurgaon 122 002 India T +91 124 625 3200

BANGALORE The Residency 7th Floor, 133/1, Residency Road Bangalore 560 025 India T +91 80 4343 4646