SPJ Legal Advocates

INTRODUCTION

SPJLegal is a Law firm exclusively focusing onCorporate and commercial Litigations and is having its office in Bangalore and connects Pan India. Our firm specializes in providing simple elegant solutions in the most complex transactions.

Our firm have are seasoned legal professionals, qualified company secretaries and Chartered Accountants. Each of our members have years of experience and an impeccable reputation of having engineered varied complex transactions and providing effective legal solutions to the business.

PRACTICE AREAS

Mergers & Acquisitions

We have structured and implemented mergers, acquisitions, amalgamations and takeovers including cross border mergers and acquisitions across several industries and sectors in India and abroad.

In this respect, we conduct due diligences, prepare and negotiate transaction documents, and draft schemes of merger, de-merger and amalgamation, etc. We also act closely with merchant bankers and ensure stock exchange compliances for listed companies.

The firm is well known through its presence in the High Court of Karnataka and National Company Law Tribunal by handling the most number of merger and amalgamation cases.

Insolvency & Bankruptcy Code

Our firm is well known in handling the IBC matters, having the maximum number of cases in NCLT, we give due diligence in conducting the matter. We also have an experienced full time Insolvency Resolution Professional to assist the Clients in IBC matters.

A maximum time limit, for completion of the insolvency resolution process, has been set for corporates and individuals, and we intended to finish it with in the given time and one of our Advocates is also qualified IBC professional.

Our firm has vast experience in CIRP Proceedings, Liquidation and Voluntary Liquidation under Insolvency and Bankruptcy Code.

Capital Reduction

We have handled several capital reduction and restructuring matters before High Court and NCLT. Some of our matters are reported and also find place in study materials.

General Corporate & Commercial

We provide a broad range of legal services to corporates, both domestic and international. We advise businessentities during all stages of their corporate existence, from the incorporation of the company through all aspects of its development and operation and provide allied services such as drafting of shareholders' agreements and Charter Documents. We also assist our clients in devising the most effective structures to suit their businesses and provide advice on various commercial arrangements (including terms of sale/ purchase of goods, services/consultant agreements, distributor and franchise agreements). We regularly advise on business practices from a competition point of view and provide opinions in respect of compliance with government regulation and policy.Further we are also expert in drafting of various documents including Government Tenders.

Foreign Investment

We provide assistance and guidance to foreign investors/technology providers, and Indian companies seeking to source capital/technologies from abroad, in relation to the Foreign Exchange Management Act, exchange-control regulations and the sector-specific limits on foreign investment (where applicable). We render advice on the various approvals required, and assist in preparing and filing necessary applications (for approval of foreign investment/technical collaboration) before the Foreign Investment Promotion Board and the Reserve Bank of India and liaising with these authorities.

Joint Ventures

Joint ventures and similar transactions can sometimes involve complicated issues. We advise clients on the preferred organization of the joint venture, the relationship with their partners, the management and governance arrangements, deadlock and termination provisions, exit strategies and negotiation of commercial arrangements between the joint venture and its partners. Our services extend to negotiating and drafting diverse kinds of joint venture agreements ranging from contractual joint ventures to corporate joint ventures. We structure, draft, review and negotiate service contracts, license contracts, maintenance contracts, outsourcing contracts (onshore and offshore), data privacy related issues, service level agreements, assignment of copyright, escrow arrangements in respect of source code, hosting services contracts, technology transfers and co-marketing arrangements. We regularly provide assistance to clients in respect of legal issues concerning IT enabled services in a wide range of industries (e.g., financial services, health care and life sciences, manufacturing, travel and hospitality, retail, tele-communications, and utilities). We also advise and assist on outsourcing arrangements including infrastructure management, applications development and maintenance, data center, desktop outsourcing and managed network services.

Securities

We advise clients on securities law compliances in India, including documentation pertaining to derivatives (including interest rate/currency swaps), SEBI regulations pertaining to stock options, insider trading, takeover code, initial public offering, private placement of shares, warrants, debt instruments, rights issue of shares and listing agreements. As part of our general business and corporate practice, we advise clients in a variety of corporate and securities-related transactions including financing by start up companies, initial public offerings and SEBI compliance matters for publicly held companies.

Infrastructure

We advise public and private sector clients on issues relating to their entry or participation in the infrastructure sector (including advice on regulatory requirements and review of bid documents), commercial and contractual documentation for implementation of projects (including concession agreements, EPC contracts, O&M contracts) and other incidental matters arising during implementation of projects. Our attorneys have drafted, negotiated and finalized documentation in respect of infrastructure projects and their financing (both debt and equity).

Special Counsel for Government

Considering the expertise on corporate and commercial law, the Government of Karnataka was pleased to appoint the firm as special counsel in the matter of revival of NGEF Limited. The employees litigations therein was successfully handled and the same and was a reported judgment of the Karnataka High Court. Further the said NGEF Limited was also revived as the winding up came to be permanently stayed by the Hon’ble High Court of Karnataka considering the larger public interest. The said order of the Court is also one of the reported judgments.

Further we are also representing other government companies such as Karnataka State Minerals Corporation Limited and Mysore Lamp Works Limited in restructuring and arbitration matters.

Intellectual Property Rights

The services provided by SPJ Legal in relation to Trade Mark, Service Mark, Patent, Copy Right, Industrial Design, Geographical Indications and other Intellectual Property Rights includes conducting searches, provision of advice on potential registrability and preparation of applications for registration in India and abroad, continuing maintenance and conflict watch. The Firm also provides advice on a wide range of agreements relating to the use, protection, licensing and acquisition of Intellectual Property Rights and conducts Intellectual Property audits. The Firm maintains close working relationships with patent and trademark lawyers across the world, which enables the Firm to address its clients’ overseas requirements in a cost-effective and timely manner. In addition to the above, the Firm also conducts litigation in cases involving violations of Intellectual Property Rights.

Employment

We advise clients on labour-management relations, employee benefits (including executive compensation and establishment of stock option plans), employment contracts, disciplinary issues, personnel policies, plant closing and reduction in work force, safety and health issues and unfair labour practices. We regularly assist our clients with structuring employment / offer letters, job description, and compensation arrangements, intellectual property, non-compete/solicitation and confidentiality agreements, employment and termination notices / agreements to reduce the risk of litigation, drafts responses to government and statutory enquiries, employee handbooks, policies and manuals.

Venture Capital, Project Finance & Structured Finance

We assist our clients in relation to providing/sourcing venture capital finance (including inter alia the structuring of the finance, advice on tax implications, and preparation, vetting and negotiation of related documentation such as subscription/investment agreements, shareholders agreements etc.). We also provide advice and services in relation to project-related finance and structured finance both from a lender’s, as well as a borrower’s perspective. The scope of our services include structuring of the transaction and drafting, vetting and negotiation of the finance and security related documentation such as loan agreements, debenture subscription agreements, mortgages, debenture trust deeds, hypothecations, pledge agreements, etc.

Regulatory Compliance

We advise clients on regulatory and compliance requirements under Indian laws and assist in obtaining approvals from various government authorities, like Foreign Investment Promotion Board, Reserve Bank of India, Securities Exchange Board of India, Ministry of Corporate Affairs and others. We assist our clients in ensuring day-to-day compliance of various applicable laws including making statutory filings with various authorities, and provide corporate secretarial services.

Company formation and Corporate Secretarial Compliance

SPJ Legal provides company formation services across India. We provide extensive and comprehensive Corporate Secretarial Services including maintenance of registered office, Corporate Secretariat services, Company meetings etc.

Taxation

We render advice to clients on the structuring of business transactions to achieve the best tax advantages on Income Tax, Sales tax, Service Tax, GST, excise and customs, etc. We advise clients on the tax consequences of their business transactions and assist them with determining the classification of products, transit requirements, tax assessments and structuring. We also undertake due diligence audits to ensure compliance with the requirements of taxation laws thereby allowing clients to present their books of accounts in a manner compliant with law.

Winding up

We render advice to clients on winding up of companies. The members of our firm have acted as liquidator of companies in the voluntary winding up proceedings.

Minority Litigation

We render advisory service and also have successfully contested matters pertaining to the minority litigations, oppression and mismanagement proceedings. We provide periodical advises regarding the strategies to ensure the rights of the shareholders and members.

Real Estate & Property Laws

The Firm provides the entire gamut of legal services in relation to the sale, purchase, lease and licensing of immoveable property (whether commercial, industrial, agricultural or residential in nature) and represents developers, investors, lenders and users.

The Firm's services include conducting title searches, rendering advice on applicable stamp duty and registration fees, drafting of necessary deeds and agreements and assisting in the procedures for registration. The Firm also, where required, provides advice and opinions on the structuring of transactions, such as the creation of trusts, joint property development agreements, financial security related documents such as mortgages (including drafting, vetting and negotiation). The Firm also renders advice in planning the structure of, and negotiating, complex real estate transactions.

We provide the entire gamut of legal services in relation to the sale, purchase, lease and licensing of immoveable property (whether commercial, industrial, agricultural or residential in nature) and represent developers, investors, lenders and users.

Dispute Resolution

SPJ Legal provides advice to minimize the incidence of disputes, and dispute resolution services by way of negotiation, arbitration and court proceedings. When disputes are raised, we take immediate steps on behalf of our clients to attempt to resolve the same amicably through negotiations, thus avoiding, if possible, expensive and time-consuming court proceedings. Where advantageous, we advise and represent clients in arbitration proceedings for faster settlement of disputes. If necessary, we initiate court proceedings on behalf of our clients and apply for urgent interim orders to protect the interests of our clients. The Firm handles cases in virtually all forums including the Supreme Court of India and State High Courts, District Courts, Consumer Forum, National Company Tribunal, Debt Recovery Tribunal and Debt Recovery Appellate Tribunal, Monopolistic and Restrictive Trade Practices Commission, Administrative and Taxation Tribunals. Having affiliated offices all over India, we are in a position to address the needs of our clients in multiple jurisdictions. In order to render seamless services to the clients, the Firm has an in-house Advocate on Record to take care of filings in the Supreme Court of India.

Arbitration proceedings

The firm also provides services in respect of arbitration proceedings and have sufficient number of arbitration proceedings which are highly contested.

Writ and other proceedings before the High Court

The firm has been contesting various Writ petitions and other petitions before the Hon’ble High Court of Karnataka over past 20 years. Various matters pertaining to Telecomm, Company, Land Acquisition, and Court Auction are handled by us.Further the firm had the highest filings regarding Director disqualification matter before the High Court of Karnataka.

White collar Crimes

The firm is an expert in handling matters pertaining to white collar crimes. Compounding of various offences before ROC, RD, Court for Special Economic Offences are been successfully conducted by us.

MANAGING PARTNER

Mr. Saji P John
Experience: 23 Years.

Mergers and Demergers

Reduction of Share Capital

Other Team Members

Mrs. B. Rajashree, Advocate –Enrolment No. KAR2726/05
Mr. Joby Chacko, Advocate & Insolvency Professional - Enrolment No. KAR330/05. IBBI Registration Number: IBBI/IPA-001/IP-P01372/2018-19/12300
Mrs. Manali Shah - Company Secretary. CP No. 17309
Mr. T. Krishna, Advocate – Enrolment No. KAR 1477/14
Mrs. J M Nagashree, Advocate Enrolment No.KAR 1682/16
Mr. Ajay Johnson, Advocate Enrolment No.KAR 2131/17
Mr. P Shivaraj, Advocate Enrolment No. KAR 412/21