Commercial Contract & JV Agreements Masterclass (Mumbai)
Business contracts today are just no more a plain signed paper of clauses. They have become a strategic part of today’s competitive business where most of the transactions are governed by thoroughly drafted and interpreted agreements. Reviewing, drafting and negotiating contracts are one of the most important and tedious aspects for today’s legal professionals. Business contracts needs to be inline of the business expectations and hence the person drafting the agreements should have a great level of business understanding. Today’s legal professionals need to be well versed with the drafting techniques to foresee the risk and have futuristic thinking to handle contracts in the best interest of their organization.
CorpKonnect’s full day Commercial Contracts Masterclass aims to sharpen up your abilities to draft and negotiate legally sound contracts in favour of your interest. This seminar will review the latest tips and techniques for negotiating and writing contracts in favour of your business needs so you can remain up to date and also guide you through in the techniques of managing modification of contracts in case of business demand.
Benefits of attending:
- Review key contract terminology
- Identify the essential covenants that should be in a contract
- Sharpen your negotiation skills for newer business demands
- Understand the purpose of common contract provisions and how to draft them
- Know how to draft enforceable restrictive covenants, including covenants not to compete
- Use negotiation tools effectively to ensure good deals and avoid bad deals
- Identify and employ remedies for breach of contract issues
Who should attend?
- Head of Legal
- Corporate Legal Counsel
- General Counsel
- Legal Managers
- Corporate Legal Advisors
- Company Secretaries
- Administration and Procurement professionals
Technical Session 1: Strategic Negotiation of business contracts
- Planning, conducting & documenting negotiations better and faster
- Understanding the needs of negotiating parties
- Deal-no-deal situation – how to keep the options open
- Determining the rights and obligations of parties
- Types of pre-contractual agreements:
- Heads of Agreements
- Confidentiality agreements
- The Boundaries of negotiating & Re- negotiating contracts
- Relevance of pre-contractual agreements
- Need for creating a win-win situation
- Re-negotiation of a concluded contract
Technical Session 2: A step by step guide to drafting a business contract
- Essentials Elements of a Valid Contract
- Do’s and Don’ts
- Difference between MOU, LOI and agreement
- Structure of a contract
- Representations and Warranties
- Limitation of Liability
- Boiler plate
Variation and Modification of a contract
- Modification of a contract
- Risks and consequences of contractual variation
- Lock in period
- Documentation of contract variation and modification
- Minimizing dispute risks through modification and variation
Some Key intricacies of Service Agreements and General Commercial Agreements
Technical Session 3: Drafting Joint Venture Agreements
Key legal issues at pre-contract stages
- Need for Disclosure agreement (NDA) and MOU
- Negotiation and disclosure
- Effective Due diligence to minimize risk
Creating an effective JV agreement
- Contribution by parties
- Key features of a JV agreement
- Unincorporated vs Incorporated JV agreements
- Competition law implications
- Non-Compete and Non-Solicit
- Termination mechanism
Technical Session 4: Managing Breach and Termination of contracts
- Antecedent contractual obligations to breach of a contract
- Importance of warranty & indemnity clauses to a contract at the time of breach
- Commercial pre-nuptial-effective termination clauses
- Types of termination
- Breach vs. repudiation
- Settlement of liability without exposure
- Limitations to early termination
Dispute Resolution Mechanism
Lakshmikumaran & Sridharan
Shafaq Uraizee is an Executive Partner in Lakshmikumaran & Sridharan and heads the Corporate Practice for the Western and Southern India region. Her practice includes a variety of domestic and international transactions with a focus on providing an integrated solution to clients. She has assisted several Indian and foreign clients in forming joint ventures, strategic collaborations and has also advised them from an Indian legal and regulatory perspective. She has advised major international businesses with their investment strategies, structuring and setting up of their operations in India. She has represented large and medium size companies from Germany and other European countries, in structuring their India business strategies and setting up of their operations in India.
She has advised large domestic and international companies in their inbound and outbound mergers and acquisitions. She has assisted several international and domestic venture capital and private equity funds with respect to the legal aspects of structuring and restructuring investments in India and globally across a multitude of sectors. She has led several legal due diligence teams and renders opinions on issues concerning litigation, arbitration, doing business in India and on contract laws. She has advised clients in relation to transactions involving structured finance and also represented clients in the real estate sector while acting for private equity investors, individual domestic and NRI investors and developers.
IC Legal, Advocates & Solicitors
Sambhav Ranka is a Partner at IC Legal, Advocates & Solicitors, a Mumbai based international law firm and heads the Mergers & Acquisitions, Private Equity and Venture Capital investment practice at IC Legal. Sambhav is also an integral part of the Corporate and Securities and Investment Funds practice group at the Firm.
Sambhav graduated with a degree of B.S.L. and LL.B. from I.L.S. Law College, Pune and then pursued his LL.M. from University of London, U.K. and attained a Merit. Before IC Legal, Sambhav was associated with a leading international law firm Nishith Desai Associates and prior to that he had an experience of working with a city based law firm in London at their India desk.
Sambhav has been involved in various complex cross border (inbound and outbound) investment deals and acquisitions involving both private and public (listed and unlisted) entities. He specializes in legal and regulatory structuring of cross-border transactions and assists clients on documentation and negotiation of M&A and PE deals. He has advised a wide spectrum of clients on several sectors including, but not limited to, real estate, information technology, pharma, financial services, retail and manufacturing.
His other expertise and practice areas include Alternative Investment Funds, Joint Ventures, Globalization and Exchange Control. He has undertaken several mandates involving advising, structuring, setting up and documentation of several domestic and offshore private equity funds, real estate funds, alternative investment funds, hedge funds, etc.
Sambhav has authored / co-authored several articles in leading publications, news dailies and journals and has been an active speaker at many conferences.
Head: International Commercial Law Practice
Nishith Desai Associates
Huzefa Tavawalla heads the International Commercial Law Practice at the multi-skilled, research based international law firm Nishith Desai Associates. He is also a senior member of the TMT & Corporate Practice Groups and focuses on matters pertaining to Information Technology, Mergers & Acquisitions, Media & Entertainment, Telecommunication and International Tax. He has been at the forefront of outbound and global M&A in particular project management for large cross border acquisitions. Further, has advised on several cutting edge, complex and cross-border telecom and technology contracts.
Mr. Tavawalla spent close to a year (2012) in Tokyo, with the largest Japanese law firm (Nishimura & Asahi) understanding insights on Japanese culture and cross border M&A. Further, Legal 500 (in 2013) accredited Mr. Tavawalla as “an accomplished professional with a deep understanding of M&A transactions”. In addition, He has significant expertise in joint ventures, asset acquisitions and business transfers with a special focus on public private partnerships.
Mr. Tavawalla continues to be closely associated with academics and is a regular guest lecturer at law school(s), industry associations and other education institutions. He is actively involved in addressing legal issues and has published various articles on the same with a focus on commercial laws. He has also lead the team for the research paper titled “Internet of Things: The Era of Convergence - Legal & Tax Issues” which was published by Nishith Desai Associates.
He also has a varied expertise in IP and commercial law matters not limiting to franchising, gaming, copyrights, animation, trademarks etc. Mr. Tavawalla earned a Bachelor’s degree in Law from the India Law Society’s, Law College, Pune and is also admitted to the Bombay Bar Association and the Bar Council of Maharashtra & Goa. He is a member of the International Bar Association (“IBA”) along with being a member of the Intellectual Property and Technology committee of the IBA. He also holds various diplomas in subjects such as Corporate Laws, European Union Public Law, Cyber Laws and Humanitarian Laws.
Cyril Amarchand Mangaldas
Ankoosh Mehta is a Partner at the Mumbai office of Cyril Amarchand Mangaldas and focuses on dispute resolution, including arbitration, and corporate and commercial litigation. He works closely on arbitrations, commercial/corporate disputes, real estate and private client practice related litigation including succession and trust law disputes.
He also works on the white collar crime area of the practice and has been involved in arbitrations, under ad hoc and institutional rules, seated in India and abroad.
International Airport Approach Road, Next to Leela, Marol, Andheri (E), Mumbai
Registration Fees: The investment for this full day training program is INR 8,500 + 18% GST
Early Bird Discount: 10% early bird discount on 2 or more registrations till 9th Dec
For registration or any other information, please contact
Mob: +91- 8130826342