Introduction

Have you often found yourself searching for and not easily finding answers in the vast Companies Act, 2013 for a sudden issue that cropped up with your litigation client?

Have you often struggled with company law concepts while drafting corporate contracts?

Have you realised, after putting in the crazy grind in your law school years, that some basic fundas of company law, which you now need to know to land internships/jobs, were not that elaborately discussed in your college life? It is like passing an entire accounting exam without being taught the basics of Microsoft Excel or Google Sheets, both of which you need to know, to apply your accounting knowledge. 

Do you feel weak-kneed at the prospect of entering into litigation work, and entering a courtroom, even before a tribunal?

Do you find the web of SEBI regulations to be a complicated creature?

When you have already settled yourself in areas like litigation, intellectual property, competition law etc. these sudden questions and the requirement to be aware of how your client works as a company feel like a thorn on your side. 

Since all clients want things done as early as possible, you now don’t have the time to go back and study the bare Companies Act, 2013, and doing that actually doesn’t help. Why would you scrounge through over 450 sections just to deal with some aspects that you face on a daily basis? Do you reach out to someone who works with company law on a regular basis for answers? There’s just one problem - you don’t know if they are giving you the right answers. How do you deal with the problem now? Choose to remain in the status quo or think of where to get structured and relevant knowledge so you never get stuck?

People keep banging on about great drafting for litigators as being absolutely necessary, but no one actually talks about how exactly this is done. You will find loads of people telling you what needs to be included “with” the petitions, but conveniently miss out on what needs to be included “in” them. And so you’re back to the grind of having to work with a senior person who is engaged in litigation. Maybe on an unpaid basis. Is there another way? 

Suppose your employer landed a fast growth and now wants to go public. Are you equipped enough to know what that entails? What is the world of regulations that the company will enter into once it's listed? Would you like to know this?

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 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. 

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 isn’t exactly compliance and can be quite intellectually stimulating.

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 possibility of 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 for-profit startups, but also social entrepreneurs with their non-profit ventures. Should they go ahead and establish a 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 for 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 which need thought to be 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 which 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 are 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 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 the accounting firms. No reason why it can’t do that for law firms. 

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

Who should take this course

• Litigators and in-house counsels who want to handle corporate matters
• In-house counsels 
• Lawyers who want to appear before NCLT and SAT
• Law firm lawyers who want to build a corporate practice  
• Law students who want to develop expertise in corporate law, Companies Act, SEBI regulations and corporate governance;
• Company Secretaries and Company Secretary students;
• Entrepreneurs and directors who want to gain strategic advantage through functional knowledge of companies law and corporate governance strategies;
• Commerce graduates interested in corporate jobs;
• Anyone who wants to win boardroom battles.

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, general corporate or banking 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 in-house counsel.
• Companies Act, 2013 has introduced massive changes to corporate governance in India. It impacts all the big companies. It has generally increased compliance thresholds and made life of directors and promoters quite difficult. However, it has broadened the area of practice for lawyers along with bringing new opportunities for legal work.
• 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 a good knowledge of company law, you can impress any corporate lawyer or a corporate litigator in any interview. Good knowledge of SEBI regulations is even more rare. 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 SEBI regulations.
• As a lot of businesses in India are moving from informal to formal sector, 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 lousy way in law schools and textbooks. Most law colleges do not teach it in an interesting manner. Actually it is very interesting and enjoyable. This is also a reason why most lawyers don’t go beyond the surface and are unable to develop significant expertise in company law.
• Reading the Companies Act, 2013 is a good start, but you need to go deeper. 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

• In-house legal teams in any business
• Law firms
• Corporate litigators
• Compliance teams in corporations
• Large conglomerates
• Potential employers

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 strategy, procedure as well as the compliance requirements for various transactions which a company undertakes, such as a buyback or a private placement.
• 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 is included 
• 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
• From incorporation to dissolution, it will cover the entire lifecycle of a company
• This course will tell you the issues which you may face during a ‘How to’ procedure on things - something that you won’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 6-8 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.

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

Training Methodology

Online 24/7 access

Access to basic study material through online learning management system, Android and iOS app

Hard Copy Study Material

Hard copy study material modules to be couriered to your address

Practical Exercises

2 practical exercises every week, followed by written feedback

Live Online Classes

Based on the exercises, there will be a live video based online class. You can ask questions, share your screen, get personal feedback in this class.

Convenient Class timings

Classes are held after regular work hours. Typically classes are kept on Sunday afternoon or 8-9 pm on other days.

Live Doubt Clearing

You can ask questions, get your doubt cleared live as well as through online forums

What will you learn

• After completing the course, you will be able to undertake structuring work related to company law and advisory and compliance work related to SEBI regulations and be at ease with company law aspects of litigation.
• You will learn how to develop corporate governance strategy for any organization
• The objective is for you to stand out in the way you deal with company law, corporate governance and SEBI regulations related work and bring in real, intelligent and customised inputs rather than just being able to tick off checkboxes.
• Practically all transactions which can happen in the life cycle of the company are covered with the objective of providing exposure on practical problems.
• This course has a large number of takeaway documents and templates, which you can use for your legal and compliance work.

Specific Learning Objectives

• 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 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 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 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 of 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, rectification of register of members and how to file these with the National Company Law Tribunal;
• Learn how to advise 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 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 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
• Lear 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).

Recruitment and Internship Support

We are the only organisation in India with such comprehensive and exercise-based training methodology for courses. Many employers, law firms and companies are happy to recruit our high performing students. If you do well in your exercises and classes, we can help you to get jobs, internships and assessment internships in good law firms, with renowned lawyers as well as in various companies.

List of Weekly Exercises

• 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 conversion of company from private to public;
• Advise on whether a certain person can be appointed as a director and on how to remove a director in specific cases; 
• Advise 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 a 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 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 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 a 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 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 a 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;

Article writing and publishing exercises
Career building and networking exercises

How the Certificate looks

How the certificate look

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