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OUR CORPORATE PRACTICE Best Overall Law Firm India Business Law Journal, Indian Law Firm Awards 2008, 2009, 2010, 2011 and 2012

Best Full Service Law Firm – India Intercontinental Finance Magazine, End of Year Country Awards 2012

“My go-to firm for getting deals done or drafting solid agreements," says a client. Chambers Asia-Pacific 2013 ABOUT TRILEGAL

Trilegal is one of India's leading law firms with offices in four of India’s major cities - Mumbai, New Delhi, Bangalore and Hyderabad. We represent clients on a large number of the most complex and high value transactions in India. Most of our key practices have won top industry awards and accolades.

We believe that the combination of our firm’s culture, depth of transactional experience, wide range of 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. Our lawyers are trained to take a commercial perspective of the issues our clients face with a solution-oriented approach.

Our areas of expertise include corporate - 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, funds, banks and financial institutions. We provide seamless, efficient and integrated service across a broad spectrum of practice areas.

A hard-working team that delivers solid, reliable and practical advice. Chambers Asia-Pacific 2013 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. We regularly provide heart of complex issues, focusing on strategy, secondees to many of our clients’ legal teams, structuring transactions innovatively and minimising ensuring that our lawyers have the practical execution risk. experience of working in a corporate environment and a strong understanding of our clients’ business. We are a top-tier firm for Mergers and Acquisitions (M&A) in India. Our M&A 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. It understands what its clients require in the way of responsiveness, professionalism and quality. Chambers Asia-Pacific 2013 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 • Retail 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. CORPORATE WORK HIGHLIGHTS

MERGERS & ACQUISITIONS AND Webtech Labels Private Limited Godrej Industries Limited on the JOINT VENTURES through its Indian subsidiary, The sale of its entire stake in Godrej Telenor in relation to (i) its joint Paper Products Ltd. Hershey Limited (a joint venture venture with an Indian partner for ___ between Godrej and Hershey) to an investment in Telewings Standard Chartered Bank in Hershey. Communications Services Private relation to the acquisition of (i) ___ Limited for telecom operations in Morgan Stanley’s Vulcabras Azaleia SA, a Brazilian India; and (ii) its acquisition of a non-institutional wealth based athletic shoe majority stake in Unitech management business in India; manufacturing company on its Wireless, a mobile service (ii) the credit card business of entry in the Indian market by provider in India. Barclays India; and (iii) the retail acquiring a unit for the ___ loan portfolio of Barclays India. manufacture and export of International Paper on its USD ___ athletic shoes. 425 million buyout of the entire Limited in its ___ promoter stake in The Andhra acquisition of the remaining stake Reva Electric Car Company on the Pradesh Paper Mills Ltd., and the in ING Vysya Life Insurance sale of a 55.2% stake to Mahindra related open offer under the Company Limited from ING and Mahindra. Takeover Code. Group, Enam and The Hemendra ___ Kothari Group. Thomas Cook Plc on the sale of its ___ controlling stake in its listed Indian Acted as Indian legal advisors to subsidiary engaged in financial Hassad Food Company Q.S.C., a services and travel. wholly owned subsidiary of Qatar ___ Investment Authority, in relation Shriram Group in relation to to its acquisition of a majority Sanlam Limited’s indirect equity stake in Bush Foods acquisition of the paid up equity Overseas Private Limited, a share capital of Shriram Capital. privately-owned branded and ___ ready to eat processed foods Thomson Reuters on its company in India. acquisition of (i) Pangea3; (ii) ___ Indlaw Communications; (iii) Publicis Groupe on its FXALL International (Mumbai) acquisitions in India including the Private Limited pursuant to recent acquisition of (i) Convonix; Thomson Reuters Corporation's (ii) iStrat Software Pvt. Ltd.; (iii) global acquisition of FX Alliance MarketGate Consulting Pvt. Ltd.; Inc.; and (iv) the tax software (iv) Resultrix Media Pvt. Ltd.; (v) and tax outsourcing business of Watermelon Healthcare Fast Facts. Communications; and (vi) Indigo ___ Systems & Technology Consulting Huhtamaki Oyi in relation to its (India) Private Limited. acquisition of a majority stake in Mergers and Acquisitions Firm of the Year India Business Law Journal, Indian Law Firm Awards 2009, 2010, 2011 and 2012 Private Equity Law Firm of the Year – India Acquisition International's International Fund Awards 2013 PRIVATE EQUITY AND VENTURE Norwest Venture Partners on its CAPITAL investment in (i) Appnomics Blackstone Capital Partners in its Systems Private Limited; (ii) investment in Visa Power Limited. Manthan Software Services; and ___ (iii) Perfint Healthcare Private Blackstone Capital Partners and Limited. Sithe Global in relation to their ___ investment in SKS Power CLSA Capital Partners on its (Chhattisgarh) Limited. acquisition of a stake in (i) Equitas ___ Microfinance; and (ii) Resonance Morgan Stanley Private Equity Eduventures. Asia in relation to its investment in ___ Janalakshmi Financial Services Shriram Properties Limited in Private Limited, a microfinance connection with the investments institution based in Bangalore. made by TPG Capital, Walton ___ Starwood and the Shriram Group. Barings Private Equity India on its ___ investment in the commercial real Limited in relation estate wing of RMZ Corporation, to receiving investments from and advising on the consolidation V-Sciences Investments Pte. Ltd., of all commercial office space an arm of the Singapore based projects of the RMZ group under investment firm Temasek. one special purpose vehicle. ______Everstone Capital Partners on its The D.E. Shaw Group on acquisition of minority stakes in regulatory issues relating to (i) Crystal Crop Protection Private investments in India as well as its Limited; and (ii) S. Chand & exit from various investments Company. including (i) Amar Ujala ___ Publications Limited; (ii) SAIF Partners in its investment in International Amusement Limited; (i) Catmoss Retail Private Limited; and (iii) Security & Intelligence (ii) iXiGO; and (iii) Manpasand Services (India) Limited. Beverages. ______Goldman Sachs in relation to its Citadel Investments in acquiring a investments in (i) Bharti Infratel; stake in Pipavav Shipyards Limited (ii) SpiceJet; (iii) Tejas Networks to fund the construction of the Limited; (iv) Times Innovative largest shipyard in India. Media Limited; (v) Vatika Limited; (vi) Tikona Digital Networks Private Limited; and (vii) Sterling & Wilson Private Limited...... FUND FORMATION Aavishkaar Venture Management Ontario Teachers Pension Plan on Services Private Limited in its India focused investment connection with setting up a fund structures and as anchor investor company (Aavishkaar India II in an Indian fund. Company Limited) in Mauritius ___ and capitalising this fund compa- State General Reserve Fund of the ny for making downstream Sultanate of Oman on the forma- investments in commercially tion of a venture capital fund in viable Indian companies engaged India in joint venture with the in social sectors. State . ___ BCP Advisors Private Limited in connection with setting up of a fund – BIPEF II in Mauritius, for investments into various sectors in India. ___ Horizon Realty Funds LLC in setting up an offshore fund for making FDI compliant investments in the real estate sector in India. ___ Establishment and registration of IL&FS-Milestone Fund–I, a real estate focused venture capital fund promoted by IL&FS and Milestone Capital Advisors Private Limited. ___ JP Morgan on setting up a foreign venture capital fund in India. ___ Blackstone on regulatory aspects of its fund structures relating to India, including registration with SEBI as a foreign venture capital investor......

They are highly client-oriented and go out of their way to accommodate challenging timelines and to ensure the client's interest is adequately protected. Chambers Asia-Pacific 2013 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 corrupt non-disclosure agreement with aspects, foreign exchange 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 KEY CONTACTS

SRIDHAR GORTHI Partner Mumbai Tel +91 22 4079 1002 [email protected]

ANAND PRASAD Partner Delhi Tel +91 11 4259 9205 [email protected]

KARAN SINGH Partner Mumbai Tel +91 22 4079 1099 [email protected]

RAHUL MATTHAN Partner Bangalore Tel +91 80 4343 4600 [email protected]

NISHANT PARIKH AMIT TAMBE Partner Partner Mumbai Mumbai Tel +91 22 4079 1008 Tel +91 22 4079 1004 [email protected] [email protected] DELANO FURTADO CHARANDEEP KAUR Partner Partner Mumbai Delhi Tel +91 22 4079 1007 Tel +91 11 4259 9208 [email protected] [email protected]

KOSTURI GHOSH Partner Bangalore Tel +91 80 4343 4603 [email protected]

YOGESH SINGH Partner Delhi Tel +91 11 4259 9228 [email protected]

ASHWYN MISRA HARSH PAIS Partner Partner Mumbai Delhi Tel +91 22 4079 1009 Tel +91 11 4259 9290 [email protected] [email protected]

PAVAN KUMAR Partner Hyderabad Tel +91 40 2355 6785 [email protected] Trilegal DELHI A-38, Kailash Colony New Delhi 110 048 India T +91 11 4163 9393

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

MUMBAI One Centre 14th Floor, Tower One Elphinstone Road Mumbai 400 013 India T +91 22 4079 1000

HYDERABAD Jubilee Square 4th Floor, Road No. 36 Jubilee Hills Hyderabad 500 033 India T +91 40 2355 6781