Practice Areas

Fox Mandal is one of India’s oldest and most-respected legal firms in Bangalore. A full service law firm advises on matters related to CORPORATE & COMMERCIAL, EMPLOYMENT & HUMAN RESOURCES, INTELLECTUAL PROPERTY RIGHTS, LITIGATION, ARBITRATION & DISPUTE RESOLUTION, REAL ESTATE & TAX.

1. Corporate & Commercial

Fox Mandal provides a comprehensive range of advisory, liaison and compliance services necessary for the establishment and smooth operation of business in India by Indian and/or foreign entities.

We assist foreign companies in formulating or fine-tuning their entry strategies into India by answering questions such as:

What is the best route for making the investment?
Should the Indian entity be a WOS or a JV?

The answer depends on a variety of factors, including prevailing legislation, tax considerations, ease of operation, potential exit etc. The right decisions upfront can make life easier later- which is what we aim to do for you.

We advise Indian companies on how best to tie-up with a foreign or domestic partner. For instance, is a JV better than a technology license agreement? Should a new entity be set up or should they sell equity stake in an existing entity to the partner?

Once the strategy is in place, we assist clients in operationalizing their plans by obtaining statutory permissions and sanctions from various regulatory and government departments and agencies. This is an important phase because approvals are required from multiple government/regulatory agencies such as the Foreign Investment Promotion Board, the Reserve Bank of India, Secretariat of Industrial Assistance, Company Law Board, the Directorate General of Civil Aviation, Ministry of Industry, Ministry of Finance, Department of Telecommunication, Department of Electricity, Ministry of Environment & Forests, Pollution Control Boards etc.)

For clients considering M&A as the preferred mode of entry into/expansion in India or for other forms of strategic corporate restructuring, our range of specialist services helps in consummating the proposed deals. Specifically, our services include advice on investment routing, performing legal due diligence, structuring the transaction, advice on direct and indirect taxation, assistance in obtaining the necessary regulatory approvals and compliance with multiple statutory requirements.

Our services

Our strategic advice, procedural assistance and compliance support relates to the following areas:

  • Foreign Investment including FDI (both FIPB and non-FIPB routes)
  • Corporate Reorganization and Reconstructions
  • Reserve Bank of India approvals
  • Foreign exchange remittances/repatriations
  • International Trade including Import & Export Code
  • Corporatization and Privatization
  • Joint Ventures / Shareholders Agreement
  • Asset Acquisitions
  • Trade Arrangement and Technology Transfers
  • M&A related services including due diligence, secretarial matters and deal structuring
  • Competition Law fillings and advice
  • Liquidation
  • Applicability of Competition Law, Anti-Dumping, Transfer Pricing

Corporate Compliance services

All businesses and commercial establishments operating in India are required to adhere to applicable legislations under the Companies Act, 2013 (if registered as Private Company, Public Company, Branch Office, Liaison office or project office) or the Limited Liability Partnership Act (If registered as a LLP) and various other legislations depending on the nature of activity and number of employees etc..

Individual Directors, Promoters and Designated Partners are responsible for ensuring compliance with these various provisions of the law. In addition, there may also be specific, enforceable obligations included under specific JV agreements to safeguard the interests of the partners in the JV that need to be complied with.

Fox Mandal’s Corporate Compliance team comprises experienced professionals who are members of the Institute of Company Secretaries of India or members of the Bar Council. We enable our clients to meet the letter and spirit of all their regulatory, procedural and business compliance requirements in time. This frees up senior management time significantly, allowing them to focus on growing the business profitably, besides ensuring that risk of non-compliance is minimized.

Our services

Our comprehensive suite of corporate secretarial services includes:

  • Formation of Companies, Limited Liability Partnerships (LLP), Trusts, Societies, Project Office, Liaison Office & Branch Office
  • Liaison with the Registrar of Companies (RoC), Company Law Board (CLB), Regional Director (RD), The Sub Registrar, Official Liquidator (OL), Reserve Bank of India (RBI) and other Government Agencies
  • Regular Secretarial Compliances pursuant to the Companies Act and LLP Act
  • Maintenance of Statutory Registers prescribed under the Companies Act, 1956
  • Board and General Meetings compliances
  • Filings with the RoC
  • Independent search at the Office of the RoC
  • Filings with the Reserve Bank of India (RBI) and Authorized Dealers (AD) with regard to the issuance of shares and securities
  • External Commercial Borrowings (ECB)
  • Certification of forms and returns filed with the RoC and RBI
  • Monitoring adherence to ensure secretarial compliance with specific JV conditions
  • Secretarial Audits
  • Obtaining various approvals from Government Authorities
  • Changes to Company Name, Registered Office, Objects Clause etc.
  • Listing/Delisting on stock exchanges
  • Listing compliances

The team also provides specialist services to our clients’ special needs such as corporate estructuring and corporate dispute resolution.

2. Employment & HR

The war for talent will only get fiercer. That’s why diversity, inclusivity, gender sensitivity, employee engagement etc. are becoming cornerstones of HR policies and strategies. And yet, employment related issues are among the most common legal matters that arise in the corporate world.

Our dedicated team of Employment & HR law specialists can offer advice and ongoing support on a range of matters such as:

  • Company policies, handbooks & manuals
  • Prevention of Sexual Harassment (policy, implementation, grievance resolution etc.)
  • Employment contracts (including for expatriates)
  • Compensation & Benefits (including ESOPs, RSUs etc).
  • Assistance during Mergers/Acquisitions/Divestitures
  • Disciplinary action including termination of service
  • Retrenchment
  • Industrial Relations and Disputes including Union related issues
  • Compliance check and Employment Law audit
  • Employment law advisory

3. Family Business

World over, preservation of wealth during inter-generational shifts is a challenge. Despite planning for wealth transfer, the outcomes are not always satisfactory. India’s pluralistic nature compounds this challenge. Despite the existence of the Indian Succession Act, 1925, estate planning and heirship can be impacted by personal laws based on religion or place of residence (e.g. Goa).

We can assist you in planning your estate and creating wealth transfer mechanisms so that your objectives can be met. For example, you may wish to minimize incidence of tax, put in place an interim succession plan using professional managers without losing control of your family business, carve out separate businesses, create structures for philanthropy, minimize the risk of litigation and consequent damage to the fabric of the family etc.

4. Intellectual Property

Intellectual property such as patents, designs, trademarks/service marks, copyrights, logos etc. represent an increasingly significant source of competitive advantage. But unless such assets are identified, protected, commercialized and enforced, they are vulnerable.

Our IP team assists individuals, start-ups, MNCs, Indian companies and academic institutions across the IP value chain- from assessing the existence of IPR through to managing a portfolio of IP assets, investigating IPR violations, prosecuting violators and defending IP rights in courts. Because IP is often technical, our team comprises both lawyers and technical experts across domains such as engineering, information technology, life sciences and biotechnology.

Through our relationships with well-known IP experts in every major jurisdiction and access to various databases, we offer a unique blend of global reach and local expertise to assist clients with:

  • Trademark availability and Patentability searches
  • Registration of Trademarks, Patents, Copyrights and Designs
  • Audits and Valuation of IP assets
  • Transactional advice
  • Due Diligence- Evaluation and management of Intellectual Property in acquisitions, mergers, financings, asset purchases, bankruptcies
  • Technology Transfer Agreements and related Competition law issues
  • Collaboration Contracts
  • Policy drafting and technology transfer for University and Research Organizations
  • Drafting and negotiating IP License, Assignment, E-commerce, Franchise, Software development, and co-existence Agreements;
  • Non-Disclosure and Non-Compete Agreements
  • Dispute Resolution through Mediation and Arbitration
  • Advice on confidentiality, data protection, geographical indications, Internet related transactions, traditional knowledge, advertising and entertainment law and
  • Docketing and proofreading services

5. Litigation & Dispute Resolution

A perfect world would probably be free of conflict. But we live in an imperfect world where disputes (whether between individuals or corporates) are unavoidable. However, we believe it is not necessary that all disputes must adversely affect personal relationships, reputations or business prospects.

Our team of dispute resolution experts works with the various parties involved in the dispute to seek an amicable way to resolve the underlying conflict. If our efforts do not achieve the desired results, we have the capabilities to help you in seeking a resolution in conventional legal fora as well as through alternative mechanisms such as mediation or arbitration.

Litigation in Indian courts can often extend to several years. That is why it helps to have a firm like ours as your advisors: not only do we know the letter of the law and how the Indian legal system works, but we also know how to effectively pre-empt and counter the other side’s likely strategies and tactics. Our lawyers combine meticulous research with knowledge of the law and out-of-the-box thinking to maximize your chances of success. That we have offices around the country and excellent relationships with Senior Counsels makes it easier for clients to seamlessly access the most appropriate counsels.

We assist clients in matters such as:

  • Writ Petitions
  • Special Leave Petitions in the Supreme Court
  • Civil Suits
  • Criminal law
  • Commercial / Contractual disputes
  • EPC and other hybrid contractual disputes
  • Monetary claims
  • Mortgage claims
  • Financial disputes
  • Employment disputes
  • Tax, levies and charges related disputes
  • Banking, finance and disputes in debt
  • Recovery Tribunals
  • Company Petitions related to Amalgamation, Winding-Up, Oppression and Mismanagement
  • Admiralty Law related disputes
  • Disputes related to carriage by Air, Sea, Road and Rail
  • Electricity, Project and Infrastructure related disputes arising out of PPP, BOOT etc.
  • Mines and minerals related disputes
  • Mediation & Arbitration related to national or cross-border transactions
  • Dishonour of cheques
  • Matrimonial disputes
  • Trust, Wills and Probate
  • Service of Summons
  • Enforcement of Decrees / Orders and
  • Awards by domestic and foreign judicial authorities

6. Real Estate

Real estate transactions in India are complex because the underlying laws relating to rent, lease, build-to-suit or purchase and disposal of land vary from state to state. There are also certain central laws that need to be complied with (e.g. coastal zone regulations). There are several additional reasons that make real estate transactions in India prone to a higher level of risk for buyers:

  • land records are often not fully available and even where they are available, are mainly in the local language
  • the risk of forged or fraudulent documents is high
  • limited computerisation of land records requires significant manual effort to unearth the relevant documents
  • multiple local authorities need to provide specific approvals
  • land use is determined by the government, with tracts earmarked for specific purposes; conversion (e.g. from agricultural to commercial or industrial use) can be cumbersome and time-consuming
  • India does not currently allow title insurance and
  • Litigation is used as a delaying tactic.

It is thus important that you conduct a thorough due diligence of any property you wish to purchase, lease or rent. To minimise risk, you need professionals who know the nitty gritty of the law and its variations across states. Your advisors must be able to identify potential risks and devise strategies to mitigate them. This is what our experienced real estate team offers.

Our services include:

  • Title scrutiny, investigation and due diligence opinions
  • Structuring transactions
  • Joint ventures and joint development of property
  • Agreements related to transfer of property (sale, lease, leave and licence etc.)
  • Strategy and documentation related to development of townships
  • Advice on tenders/bids
  • Assistance on matters related to mortgages, claims and charges
  • Establishing and operating REITs
  • Reviewing real estate projects for FDI compliance
  • Advice related to real estate assets in M&A transactions

7. Tax Advisory

India’s tax regime and compliance requirements are complex and onerous. While corporate and personal income tax rates, capital gains rates, excise and customs duties and service tax rates are harmonised across the country, rates for sales tax, octroi, property taxes etc. vary across states. Certain states offer tax breaks to specific sectors and to entities set up within certain parts of their jurisdiction. Many of these rates and rules are liable to change every year under the central or state budgets. Tax rates also depend on the entity structure (e.g. branch versus subsidiary). That India has in place Double Tax Avoidance Treaties with several countries adds a new layer of complexity.

Our tax experts have years of experience in addressing various tax issues and a successful track-record in tax-related litigation. As a full-service law firm, we can easily access other specialists as may be needed to help analyse the underlying issue(s) and come up with robust, practical solutions that help you balance risk, cost and time with the likely outcomes.

Our expertise covers the following areas of direct and indirect taxation:

  • Commercial taxation (excise duty, customs duty, service tax)
  • VAT/CST
  • Corporate, Personal Income & Capital Gains Taxes
  • International Taxation including transfer pricing
  • Tax Planning- Individual , Partnership (incl. LLP), Trusts and Company
  • Tax efficient structuring of ventures (inbound and outbound investments)
  • Taxation of cross-border transactions (including under country-specific DTAA)
  • Tax litigation – appearance and representation before Adjudication/ Appellate authorities and Tribunals
  • Liaison with Special Valuation Branch (SVB) for addressing valuation challenges related to determining “arm’s length pricing” in international transactions
  • Registration and compliance services under tax laws

India is expected to move to a harmonised regime of Goods and Services Tax (“GST”) in the near future. This transition will likely increase the risk of litigation, as government locks horns with taxpayers about the applicability of tax and the quantum of tax due. We can help you start planning for the transition to GST so that you can make changes to your business model if necessary and compliance becomes easier.

Know the team.

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