Corporate

Before approaching a Judicial Forum/Court-of-Law lawyers provide opinions, advices, carry out legal documentation for various approvals, permissions, registration, licenses, permits, syndication, IPO, listing, de-listing, merger/de-merger as well as prepare agreements with Suppliers, Customers, Vendors, Financial Institutions etc. to give legal legs to the transactions/activities i.e. provide Corporate Services.

Corporate services are futuristic in nature and helps in giving legal-legs to various transactions and activities including opinions and advices, to mitigate compliance, legal and litigation risks. If a transaction/activity has due legal documentation then it is also easier for a Judicial forum or the Court-of-law to adjudicate the same efficiently and effectively as litigation arises due to lack of legal knowledge and due documentation.

Therefore, timely opinion, advices, documentation and actions help in minimizing litigation, as is also said that ‘Prevention is better than cure’ as also it helps in smooth execution of transactions and activities creating value as Corporate Services helps in building supporting documents for various events, transactions, activities etc. to be pleaded in the Court in case of Litigation.

Corporate services include:

Having practical experience of working in corporate sector and appearing in litigation before various courts, we provide practical legal solutions keeping in view the court procedures in case of litigation hence help our clients in mitigating litigation risk.

Legal Department Outsourcing

Legal Department BPO is a cost-effective solution for the organizations who cannot afford a full time in-house legal department comprising of experienced lawyers.

Under this model we cover a range of legal services of providing opinions, advice, drafting or vetting of various agreements, applications, documents, transaction advisory, learning sessions, replies to the legal or show-cause-notices etc.

Under the Legal Department Outsourcing model, we also provide our assistance in litigation before various judicial forums and courts of law by preparing and submitting various documents i.e. petitions, suits, written statements, appeals, applications, counter-affidavits, rejoinders, objections, comments etc. as well as visits and carrying out hearing on a smart costing basis instead of heavy lump sum fees in advance.

Due to absence of a legal department, most people fail to seek timely opinions and advices to legally structure the transactions and taking due steps, which results in legal risk.

Legal validity’ of a decision is equally important like ‘Financial viability’ in lieu of the growing regulatory and legal requirement, so that due legal documentation is made to support the transaction as the court-of-law decides a matter on the basis of evidence. If a transaction/activity is not legally valid then it doesn’t matter that how that transaction/activity is ‘financially viable’, the desired results of the project are not achieved.

If a decision or action is taken without duly understanding the legal and other risks therein, then it may result in disputes which slow down the pace of activities within an organization or sometimes results in collapse of an institute as the resources of an organization are spent in damage control and fire-fighting.

Therefore, in order to cover these risks, it is important that every sizeable organization should have a legal department, whether in-house or outsourced so that there is access to timely legal assistance.

Legal Department is like other important departments i.e. Accounts, Admin, I.T, Production, Marketing & Sales etc.

Opinions & Advices

Opinions & Advices help in taking an informed decision and structuring the transaction/activity as per legal requirements, as non-compliance with legal requirement entails penal actions by the regulators as well as may result in litigation.

The cost of seeking a legal opinion or advice is much lesser than the cost of litigation, which not only involves the direct cost in the shape of lawyers’ fee, court fee and expenses but also ‘opportunity cost’ of visiting lawyers’ office and court, as well as soaring relations with other party.

We provide appropriate opinions or advices as per the legal requirements of various laws, rules, regulations etc. relating to an activity/transaction considering the possible ‘litigation risk’ and have the edge of using the knowledge and experience of practically working in the corporate sector.

It also includes discussion or in-house learning session of the provisions of a law to understand the legal requirements before taking a decision or action hence timely opinions and advices help in mitigating the compliance and litigation risk.

Agreements

A well-drafted Agreement not only helps in establishing a smooth ‘working relationship’ between the parties by encompassing legal, commercial, operational and financial rights & obligations hence works as deterrence for a party to comply with his contractual obligations, but also helps in obtaining the desired reliefs from the court of law, in case of a dispute hence minimize the ‘litigation risk’.

A few examples of agreements are:

  1. Sale/Purchase of goods and services
  2. Sale/Purchase of immovable property
  3. Partnership Deed
  4. Shareholders’ Agreement
  5. Investments; Share Purchase Agreement, Partnership, Joint Venture, Business buy-out, etc.
  6. Financing including syndicated financing
  7. Contractual execution of work or ‘Engineering Procurement & Construction’ (EPC) Contracts
  8. Public Private Partnership Projects
  9. Concession Agreements
  10. Operations & Maintenance
  11. Business; distributorship, agency, outsourcing, supply, franchise, royalty, outsourcing etc.
  12. Settlement Agreement
  13. Any other matter

The above list is only for reference purposes and not comprehensive.

Only a legally binding agreement is a contract acceptable by a court-of-law. The Contract Act, 1872 deals with the legal requirements of a valid contract, which is applicable upon all types of agreements. However, every agreement also contains provisions of the relevant laws considering the nature of a transaction.

We assist our clients in drafting or reviewing various agreements as well as help our clients in properly understanding the agreements, by highlighting their rights & obligations, financial exposures, etc. of the client as well provide appropriate advices in relation to an agreement i.e. it:

  1. is legally valid.
  2. covers the intentions as well as operational and commercial considerations of a contract.
  3. contains clauses for Taxes, i.e. Income Tax and if applicable Provincial Sales Tax on Services as the price, fee, rates etc. are agreed between the parties and these are generally mentioned in the agreements. Likewise, Customs Duty etc. in case of imports.
  4. covers provisions of the relevant laws. And
  5. Taking benefit of Emad and his associates’ practical working experience in the Corporate Sector, also appropriately guide as to the commercial, operational and financial aspects of the agreement.

Negotiations/ Amicable Settlement/ Mediation

Amicable Settlement through Negotiation between the parties is the most efficient and effective mode of dispute resolution saving cost of unnecessary litigation as well as relations.

However, for an effective negotiation, it is necessary that a party duly knows his legal strengths and weakness.

We assist our client in apprising with the legal options and consequences of a matter as well as assist them in negotiating and preparing a ‘Settlement Agreement’ with other party.

We also assist our clients in presenting their case in Mediation to reach to a ‘Consent Agreement’.

Legal Due Diligence/ Audit

Legal Due Diligence is generally carried out at the time of acquisition of a business by another business.

While Legal Audit can be carried out at any time to check the legal framework of a business be it Sole-Proprietorship, Partnership, Private or Public Limited Company or any other form of an organization.

The benefit of Legal Due Diligence/Audit is that it helps in identifying the gaps/deficiencies in the documents supporting the legal framework of an organization, so that the same may be plugged in to avoid any compliance, legal or litigation risk. Therefore, in Legal Due Diligence/Audit we not only review these documents but also provide appropriate advices to take appropriate actions.

During the Legal Due Diligence/Audit, we generally review the following:

  1. Accounts
  2. Articles & Memorandum of Association and
  3. Agreement for acquisition of the company
  4. Agreements with Suppliers, Vendors and Customers
  5. Trade Mark registration
  6. Licenses, permits, approvals, permissions
  7. NTN, Sales Tax Registration, SRB Registration, SESSI, EOBI registration numbers and certificates.
  8. Title documents of the properties, vehicles along with warranties, insurance etc.
  9. Certificates of various Patents, Trade Marks etc.
  10. Policies & Procedures
  11. Pending Litigation, its status etc.
  12. Any other document.

In lieu of the Legal Due Diligence/Audit our report contains the following:

  1. Documents reviewed
  2. Summary of the document
  3. Issues identified and
  4. Recommendations

Emad and Associates having practical working experience in the corporate sector have due capability and capacity to carry out an effective Legal Due Diligence/Audit.

Policies for Internal Controls/ Systems

Board or Management of an organization is responsible to establish Internal Controls’ of an organization to ensure that the activities/transactions comply with the relevant laws.

Assurance of existence of an effective Internal Controls is possible only with the help of written Policies which establish an ‘Internal Legal Framework’ within the organization. It consists of three phases:

  1. Adequacy of Policies; there are adequate number of policies to cover all activities within the organization. Code of Corporate Governance (CCG) prescribes various basic policies for Public Limited Listed Companies.
  2. Appropriateness of Policies; the Policies are appropriate i.e. contains provisions of relevant laws, management’s directions and best-practices.
  3. Effectiveness of Policies: Policies are duly implemented i.e. complied in execution of the transactions.

While CCG is applicable on ‘Public Limited Listed Companies’ however like every citizen every company is required to comply with the laws of the land, which is possible with the help of written Policies only and its training within the organization.

We assist our clients in preparation and review of policies in relation to the relevant laws.

Incorporation

We assist our clients in incorporation and obtaining licenses (where required) for various forms of organizations i.e.:

  1. Limited Liability Companies; single member, private or public
  2. Non-Profit Organizations; Company, Society or Trust
  3. Partnership; Registered, Unregistered, LLP

Transaction Advisory

Various projects are undertaken by companies which specially requires due procedure and proper documentation for instance:

  1. Financing/ Syndication
  2. Initial Public Offering (IPO) including listing with Stock Exchange
  3. De-listing
  4. Merger n Acquisitions including De-Meger
  5. Joint-Venture
  6. Business buy-out.
  7. Reduction of Capital/ Divestment of shares
  8. Employees’ Stock Option Plan (ESOP)
  9. Any other major transaction

Utilizing our knowledge of practically working in the corporate sector, accounting and law, we assist our clients in smooth execution of the major transactions.

Merger & Acquisition (M&A)

We assist our clients in M&A transactions in:

  1. Providing legal opinion and steps for the transaction.
  2. Preparation of Scheme of Amalgamation
  3. Preparing, filing and pleading the ‘Merger Petition’ before the Court.
  4. Preparation of minutes and resolutions of Shareholders and Creditors
  5. Any other requirement.

Legal framework of an organization

Following chart will help in elaborating the need of various documentation i.e. the legal framework of an organization to support the activities/transactions as under:

Due documentation of each transaction/activity helps in mitigating the ‘compliance’ and ‘litigation’ risks.

For your queries kindly contact at
info@euhlaw.com
© Copyright 2023. All Rights Reserved. Designed & Developed by INSIGHT CREATIVE WEB