Diploma in Business Laws for In-House Counsels

• Optimal structure for family business
• Taxation issues
• Partition and family settlement

• Co-founders agreement;
• Basics of Partnership and partnership deed, registration procedures, dissolution;
• Basics of LLP and LLP Agreement, steps of incorporation, annual and periodic compliances, winding up.

• One person company
• Advantages of company
• Steps for incorporation
• Annual compliances
• Conversion of business from one form to another
• MCA processes for inspection and clarifications

• Procedure and key issues for incorporation of a trust/society / non-profit company
• Tax benefits for a non-profit entity
• Structuring of a non-profit entity

• MSMED Act: Advantages of registration and registration process;
• Money recovery procedures for startups;
• Dispute resolution mechanisms;
• Benefits under SME procurement policy;
• Sample disclosure to be made under MSMED Act.

• Advisor’s agreement;
• Strategic communication for issuing advisor options.

• How to draft partnership deeds and LLP agreements;
• Drafting memorandum and articles of association of companies;
• Process for the incorporation of partnership, company and LLP;
• How to start a non-profit venture and process for claiming various government incentives for non-profits;
• Advisor agreement;
• All about shell companies.

• Partnership Deed;
• LLP Agreement;
• Co-Founder’s Agreement;
• Memorandum and Articles of Association(as per Companies Act, 2013).

Elementary accounting and record-keeping for various forms of business entities (for a person who is not trained in finance);

Accounting and the Law;

Financial planning for a business.

• Corporate income tax
• Tax deduction at source
• Taxation of software
• Minimum Alternate Tax (MAT)
• Taxation of software product and SAAS companies
• Tax on issue of capital (e.g. equity, bonus shares and convertible instruments) to different entities
• Transfer pricing and related concepts.

• Indirect taxes: Introduction to GST
• How to determine GST applicability to you
• GST Framework - Dual GST, State GST, Central GST, Integrated GST
• GST Registration Process (Who should register and when, registration process, Consequences of non-registration)
• Advantages of working with GST registered company/vendors
• How to calculate GST rates for your products/services
• Best practices for GST invoices
• How to make GST payment
• Input tax credit law
• Composition scheme in GST
• How to obtain GST refunds and rebates
• Exemptions from GST
• Compliance requirements and filing of returns
• Impact of GST on import-export transactions.

• Import and export duties, the process of import-export, incentives for exporters

• Introduction to corporate governance: how does a company manage its activities;
• Corporate governance and Board of Directors;
• Appointment of Directors, Roles of Directors, Director’s liabilities;
• Independent director – Appointment, roles and liabilities;
• Meetings, different types of company meetings Board Meetings, Committee Meetings, Shareholders’ meetings;
• Can board and shareholder meetings be held through video conferencing;
• Guidance note for meetings of the board of directors;
• Sample board calendar for listed entities;
• Repatriation of profit, Divisible Profits and Dividend;
• Managerial Remuneration
• An outsider's guide to dealing with a company?
• Related party transactions
• Regulation of listed companies
• A Primer on Governance of Foreign Companies doing business in India
• Corporate Fraud and protection mechanism under Companies Act 2013
• Corporate Social Responsibility
• Strategic Insights from Cyrus Mistry’s Exit from Tata Sons
• Case Study on McDonald’s on governance in joint ventures.

• Contract drafting essentials- Elements of a contract
• How to become proficient at drafting contracts- drafting guidelines and checklists
• Pointers and checklists to ensure a risk-free contract
• Boilerplate clauses – Importance and customization
• Negotiation essentials – Important points that every entrepreneur or his advisor should know, Negotiation soft skills;
• Inclusion of commercial intent in contracts
• Negotiating and drafting sample agreements – Non-disclosure agreements, shareholders’ Agreement, Commercial lease;
• How to draft a notice (for an extension, waiver, termination, renewal, breach, force majeure, etc.) pursuant to a contract.

• Periodic Webinars from general counsels, law firm partners, senior government officers and successful businessmen;
• Sample Agreements, checklists, application forms and documents;
• Industry updates from top law firms in India and Silicon Valley;
• Recruitment preparation and career guidance toolkit – learn about career opportunities for commercial lawyers, how to crack interviews, draft covering letters and CVs, and convert internships into job offers (with video training).

• Non-Disclosure Agreement;
• Consultancy Agreements;
• Confidentiality Agreement; 
• Exclusivity Agreement;
• Memorandum of Understanding;
• Interim services Agreement; 
• Commercial Lease Agreement;
• Advisor’s Agreement;
• Manufacturing Agreement;
• Distribution agreement;
• Marketing Agreement
• Collaboration/Co-branding Agreement;
• Advertising Agreement;
• Amendment agreement, novation, addendum;
• Notices under agreements.

• Introduction to raising investment – financial and strategic investment
• Business structuring and investment
• Seed funding and basics of incubators
• Angel investments and regulation of angel funds
• Steps in an investment transaction – negotiation, drafting and legal strategy
• How to conduct due diligence?
• Understanding non-disclosure agreements (NDAs)
• Understanding capitalisation table and term sheets
• Private placement process
• Transfer of shares
• Dealing with multiple investors
• Shareholders Agreements and how to negotiate them
• Exit issues in investment transactions
• Advanced issues – Private equity, PIPES transactions, Strategic investment and Joint ventures.

• How to negotiate shareholders agreements and term sheets (with case studies)
• How to negotiate shareholders agreements with investors
• How to conduct due diligence.

• Non-disclosure agreement
• Shareholders and share subscription agreement
• Term sheet
• Due diligence report.

• M&A Transaction structures - stages, consideration, and contracts required for each type of transaction
• Payment of consideration in M&A transactions
• Impact of Ind AS and GAAR on M&A transactions
• Elements to be included in a scheme of arrangement
• Law on cross-border mergers - the impact of PoEM and thin capitalization rules
• Role of Directors of acquiring and target companies
• Slump Sale
• Takeovers of listed entities
• Exemptions granted by SEBI under Takeover Code
• Drafting a scheme of arrangement of mergers and acquisitions
• Implications of demergers
• Drafting business transfer agreements.

• Essential issues in loan agreements
• How do you raise investment or loans to finance a business?
• Types of credit facilities and issues in loan agreements
• Documents to be executed in loan transactions
• Discussing different types of covenants
• Raising debt financing – syndicate loans vs. single bank loans
• Bank guarantees and securities
• Introduction to FEMA, various types of bank accounts in India, handling and remittance of foreign exchange, current and capital account transactions
• External commercial borrowings, raising finance by a non-profit entity from foreign sources
• Essential issues in the loan agreement
• Understanding syndicate loans
• Important clauses in a Syndicate Loan Agreement.

• How to identify important regulatory concerns in a foreign investment transaction
• FCRA requirements for receiving donations.

• Sample loan agreement from a domestic bank
• Syndicate loan agreement for ECB
• Personal Guarantee of Promoters.

• How to read and understand FEMA;
• Introduction to FDI and issues faced by foreign investors;
• Business structures and sectors in which FDI is permitted;
• FDI and regulatory approvals;
• FDI restrictions on foreign investors;
• FDI in different business structures Companies, Trust, LLP;
• Sectoral regulations – FDI in e-commerce;
• Entry-related issues – approval route, conditionalities and sectoral regulations;
• Pricing restrictions;
• Exit related issues;
• Bank accounts for foreigners and handling foreign exchange;
• Valuation, compliance and filing requirements;
• Relaxations for foreign venture capital investors;
• Negotiating exits with foreign investors;
• Foreign Portfolio Investment.

• Sample RBI approval to open a liaison office
• FDI approval letter format
• Sample sectoral approval application
• Sample FIPB and sectoral approvals.

• Employment agreement
• Employee-sharing arrangement
• Sample ESOP Plan
• Sample board resolution approving ESOP Plan
• Sample letter for granting stock options.

• How to avoid disputes and drainage of resources through courtroom battles
• Arbitration, negotiation, arbitration clauses in contracts
• Arbitration and conciliation process
• Introduction to commercial mediation proceedings
• Arbitrability of disputes
• Types of arbitration
• Stages at which court intervention is possible
• Procedure for challenge or arbitration award
• Structuring arbitration for speedy and fair resolution
• How to develop a dispute settlement strategy
• International commercial arbitration
• Arbitration in case of micro, small and medium enterprises
• How to use anti-suit injunctions in international transactions
• Understanding negotiations in a dispute resolution
• Negotiations with the government and large enterprises
• Enforcement of Indian and International awards.

• Sample clauses for institutional arbitration (from renowned arbitration institutions)
• Sample clauses for ad hoc arbitration and their pros and cons
• How to draft a customized arbitration clause for speedy and cost-effective arbitration
• When to apply for anti-suit injunction.

• Arbitration notice.

• Legal structure governing the Internet, electronic contracts and digital signatures;
• Essential Information Technology Contracts;
• Offences under the Information Technology Act;
• Data protection under Indian law;
• Electronic evidence and the law;
• Intermediary liability and compliance;
• Payment gateways and legal documentation;
• Cloud computing agreements and End-User License Agreements (EULA), privacy issues on the Internet;
• Outsourcing contracts;
• Net neutrality;
• Understanding online payment transactions;
• Data Protection and privacy law;
• GDPR and related topics;
• Personal Data Protection Bill 2019;
• How to draft a privacy policy;
• Steps to deal with online intellectual property infringement.

• Statement of work;
• Service Level Agreement;
• Avenue sub-merchant agreement; 
• Master Services agreement;
• Sub-merchant agreement;
• Maintenance and Support Agreement;
• Privacy Policy;
• Terms of Service;
• Takedown Notice;
• Cease and Desist Notice for IP Infringement.

• Introduction to Intellectual Property
• Copyright: Copyright Act, Rights available to the copyright owner, Originality and Idea-Expression dichotomy, infringement of copyright, Exceptions to infringement (including fair use), Copyright prot
• Patents: Patent Act, components of a patent application, international patent registrations, rights available to patent holders, requirements of novelty, inventive step and industrial application, pro
• Trademark Act: Registration of trademark, steps for international registration of a trademark, rights available to the trademark owner, Goodwill, different types of marks such as service marks.
• Monetization of intellectual property – Licensing and franchising agreements.
• Trade secret law, employment contracts and protection of software.

• How to obtain copyright, trademark and patent registration in India;
• Procedure for international registration of trademarks and patents;
• How to enforce IP rights against imported items and fake products;
• DRM technologies and copyright law;
• Special court orders for protecting and enforcing IP rights;
• How to draft end-user license agreements (EULAs).

• IP License Agreement;
• Franchisee Agreement;
• Assignment Agreement;
• Takedown Notice.

• Labor legislations;
• Employment agreement;
• Executive employment contracts;
• Employees and IP;
• Labour law compliances;
• Legal forms of incentives and perquisites;
• Structuring ESOP & ESPS;
• Intellectual property and employees;
• Non-compete agreements, non-disclosure agreements;
• Employee sharing/deputation;
• Attrition management;
• Trade licenses and step-wise approach to obtain a trade license;
• Key environment clearances;
• Industrial licensing and environmental compliance (for large companies, particularly manufacturers).

• Introduction to management practices
• Anti-money laundering/Anti-corruption policy;
• Internal reporting and escalation policies;
• Legal risk management – identifying and minimizing risks;
• Building processes and internal policies;
• Internal company policies, security systems, allocation of responsibility amongst officers, imposing contractual obligations, reporting structure;
• Mitigating risks of sexual harassment;
• Online reputation management;
• Key insurances necessary for business- Fire and Special Peril, Transportation, Keyman Insurance, Terrorism Insurance, Group Insurance, Public Liability Insurance, Professional Liability Insurance, Dir

• Recruitment policy, compensation policy, performance management policy, leave policy, medical policy, sexual harassment policy, data protection and confidentiality policy, grievance redressal policy, whistleblower policy, emergency policies, media communications policy, social media and blogging policy
• Insider trading policy for listed companies

• Practical checklists for framing various internal policies of the company
• Understanding insurance policies and their strategic use in the management
• Sample D&O Policy and negotiation essentials.

• SEZs: Law relating to SEZs (includes tax sops available to SEZs), types of SEZs, comparison of SEZs with Export Oriented Units (EOUs) and Software Technology Parks (STP).
• Banking: Banking and financial laws.
• Insurance: Regulation of insurance sector.
• Wealth Management: Introduction to personal finance and wealth management sector, how mutual funds work and introductory fund structuring.
• IBC: Overview of insolvency laws in India, Insolvency Resolution Process for Corporates under IBC, Roles and duties of Resolution Professional, financial and operational creditors.
• Fintech: Payments and Settlement Systems Act and Regulations, understanding electronic contracts and digital signatures, Payment Gateways and Wallets, How is algorithmic business regulated, Innovation
• Food and Safety Standards Act, 2006: objectives, licenses to be issued, offences under the Act, and compliances to be followed by the companies.
• Legal Metrology Act 2009: objectives, licenses to be issued, offences under the Act, and compliances to be followed by the companies.
• RERA: framework of the Real Estate Regulation and Development Act, components of real estate industry and how they are regulated, Real estate due diligence, FDI and NRI investments in real estate, dis
• POSH: Prevention of Sexual Harassment Act 2013, POSH Training, compliances to be followed by companies, Penalties under the law.
• Securities Law: Interplay between SEBI, Stock and commodity exchanges, introduction to capital markets, public issues and listing, interaction of stock exchanges, how to handle takeovers, intermediari

• Learn whether a particular business should be located in an SEZ, or an EOU or an ordinary exporter.

• Introduction to government procurement;
• Principles and framework for government procurement;
• Legal basis of tenders – Article 14 and promissory estoppel;
• Rules and procedures governing procurement of goods and services for central government departments;
• Essential terms in a bid document;
• Public-Private Partnerships, EPC Contracts and Concession Agreements;
• An overview of bidding methodology that the Government may adopt and the legal principles relating to the same – such as competitive bidding, first-come-first-serve, sealed bids, auctions, tenders;
• Legal compliances typically insisted upon by the Government for evaluating eligibility criteria of bidders;
• Prohibition of unfair bidding practices – a discussion on bid-rigging;
• Reservations for startups and SMEs.

• Notice inviting tenders
• Public-Private Partnership and Concession Agreements

• Important laws under which directors face criminal liability - tax laws, labour laws, environmental laws, Benami Transactions Act, FSSAI, Legal Metrology, Black Money Act, PMLA, intellectual property
• Key concerns for directors - arrest, bail, quashing and criminal litigation;
• How to read CrPC with sector specific criminal law provisions;
• Petitions under Section 482.

• How to get facts and evidence from internal teams
• How to build a local counsel network
• How and when to engage law firms
• How to shortlist arguing counsels
• In-house counsel’s responsibility for the development of arguments
• Measurement and communication of economics and ROI with management
• How to involve business teams in litigation strategy
• How to create litigation roadmaps/branches/tree diagrams

• Litigation strategy for money recovery suits
• Labor and employment litigation
• Civil litigation and contract enforcement
• Consumer litigation strategies for consumer-facing companies
• GST litigation
• When to opt for a writ under Article 226 and SLPs
• How to prepare a litigation management dashboard
• How and when to communicate with CAs, CS, other compliance team
• How and when to train internal members.