Recent Posts

Ashurst, Indian Law Partners & Schoenherr advise HS Timber Group, Blue Minds on sale of Germany’s GMB & Interfloat to Borosil Renewables

By LE Desk

 

New Delhi, December 22, 2022:  Ashurst Germany, Indian Law Partners (ILP) and Schoenherr Attorneys, Austria have advised Austrian HS Timber Group and Blue Minds on the sale of Interfloat Corporation and GMB Glasmanufaktur Brandenburg GmbH to Borosil Renewables Ltd, an Indian listed company.

 

Indian Law Partners (ILP) advised HS Timber Group and Blue Minds on the Indian law aspects, led by a team of Partners Gopika Pant & Vineet Gupta and assisted by Counsel Nishant Kulhari, Senior Associate Shradha Sharma and Associates Vinayek Mehra & Shweta Chadha, the Law Firm said in a press statement..

 

Ashurst Germany, led by Counsel Volker Germann and Schoenherr Attorneys, Austria led by Partners Christian Herbst and Maximilian Lang acted as international counsel for HS Timber Group and Blue Minds.

 

The consideration in the deal involved both cash consideration and share swap, the statement said.

 

Based in Vienna, HS Timber Group is one of the leading wood processing companies in Europe. Blue Minds Group, a private equity group, specialises in innovations in the energy and infrastructure sectors and operates from Vienna, Munich, and Tel Aviv.

 

Liechtenstein-based Interfloat and Germany-based GMB Glasmanufaktur Brandenburg specialise in the production and distribution of solar-glass and special types of glass for photovoltaic applications and green houses.

 

Borosil Renewables is engaged in the manufacturing of low-iron-textured solar glass for applications in photovoltaic panels, flat-plate collectors, and greenhouses.

 

DSK Legal advises Kotak Investment Advisors for real estate investments in India

LE Desk


New Delhi, November 28, 2022: DSK Legal has advised Kotak Investment Advisors Limited (KIAL) in relation to the closure of KIAL’s 13th real estate fund for opportunistic real estate investments in India, the Law Firm has said.


This fund will have a corpus of USD one billion, secured through an investment of USD five hundred million from a wholly owned subsidiary of Abu Dhabi Investment Authority (ADIA) and is domiciled in Gujarat International Finance Tech City (GIFT City), DSK Legal said in a press statement.


The Law Firm assisted KIAL in reviewing, negotiating and revising the contribution agreements, investment management agreement and the trust deed and drafting and reviewing of all other ancillary documents related to the transaction.


The team representing DSK Legal comprised of Mr. Hemang Parekh (Partner), Ms.Saumya Malviya (Senior Associate) and Ms. Sharmishtha Bharde (Associate), it said.

DSK Legal advises, assists FINN Partners in acquisition of health communication & marketing agency SPAG

By LE Desk

 

New Delhi, November 23, 2022:  DSK Legal advised and assisted FINN Partners Limited in respect of its acquisition of health communication and marketing agency SPAG Consultants Private Limited to expand its healthcare operations and its footprint in Asia, the Law Firm has said.

 

DSK Legal assisted in, inter-alia reviewing, negotiating and finalizing of the transaction documents, including regulatory filings, in relation to the transaction, the Firm said in a press statement.   

 

The team representing DSK Legal comprised of Mr. Kunal Mehra (Partner), Mr. Danish Khan (Principal Associate) and Mr. Aakrit Aditya Sharma (Associate). The sellers were represented by Axia Legal.

 

With multiple offices in India alongside Indonesia, Malaysia, the Philippines and Singapore, SPAG helps biopharma companies, health providers and health trade associations with marketing and communications, the statement said.

DSK Legal advises i3 Verticals in USD 85 Million deal

LE Desk

 

New Delhi, November 12, 2022: DSK Legal has advised i3 Verticals, Inc. on the Indian-leg of its acquisition of a leading provider of enterprise software solutions for the motor carrier and motor vehicle markets in the U.S. States and Canada, with effect from October 1, 2022. This is i3’s second largest acquisition to date and the deal value is USD 85 Million, the Law Firm has said.

 

DSK Legal assisted i3 on all legal aspects of the transaction, including conducting due diligence, reviewing, negotiating, finalising the transaction documents and providing assistance for closing and post-closing requirements from Indian law perspective, the Law Firm said in a press statement. 

 

Frost Brown Todd LLC acted as the foreign counsel and advised i3 on the laws of U.S. Spencer Fane LLP (as the foreign counsel) and Khaitan & Co. (as the Indian counsel) represented the sellers on the transaction.

 

The team at DSK representing i3 comprised of Mr. Harvinder Singh (Partner), Ms. Shruti Dogra (Principal Associate), Mr. Manhar Gulani (Senior Associate) and Ms. Nida Negi (Associate).  Mr. Aparajit Bhattacharya (Partner) acted as the lead engagement partner for i3 on this transaction. 

 

The due diligence team included Ms. Shruti Dogra (Principal Associate), Mr. Manhar Gulani (Senior Associate), Mr. Archit Gupta, Ms. Nida Negi, and Ms. Vaishnavi Srivastava (Associates), the statement said.

 

i3 is a NASDAQ listed company which delivers seamless integrated payment and software solutions to customers and end users in strategic vertical markets. Building on its sophisticated and diverse platform of software solutions, i3 creates and acquires software products to serve the specific needs of public and private organizations in its strategic verticals that include Public Sector, Healthcare and Education, among others.

DSK Legal advises Sunteck Lifespace, Sahyadri Group in separate deals

LE Desk

 

New Delhi, September 15, 2022: DSK Legal has advised and assisted Sunteck Lifespace Private Limited in respect of acquisition of development rights of a property measuring about 28,935 square meters in Maharashtra’s Thane district, the Law Firm has announced.

 

The project is estimated to have development potential of approx. 2.5 million square feet of built up area and a revenue potential of around Rs.3000 crore, it said.

 

The Firm has also advised and assisted Sahyadri Farmers Producer Company Limited and its group companies in relation to foreign investments raised in Sahyadri Farms Post Harvest Care Limited (SFPHCL), the subsidiary of Sahyadri Farmer Producer Company Limited (SFPCL). SFPHCL has raised ₹310 crore growth capital from group of impact-focused investors namely, Incofin, Korys, FMO and Proparco, DSK Legal said in a press statement. 

 

For Sunteck, DSK Legal assisted in inter alia (i) conducting a due diligence in respect of the Property and issuing a Memo; and (ii) drafting, reviewing, revising, negotiating and finalizing the transaction documents i.e. development agreement, power of attorney, ancillary deeds, letters and writings, thereto.

 

The team representing DSK Legal comprised of Mr. Sagar Kadam,  Partner, Ms. Mitali Naik, Associate Partner, and Ms. Ekta Sawant, Senior Associate. Mr. Sajit Suvarna, Deputy Managing Partner acted as the lead engagement partner for the transaction, the statement said. The Owners were represented by Khaitan & Co. 

 

For the Sahyadri Group, the Law Firm said it assisted in conducting vendor’s due diligence of the following companies of the Sahyadri Group and assisted in identifying key legal issues before the investment transaction: (i) Sahyadri Farmers Producer Company Limited; (ii) Sahyadri Farms Post Harvest Care Limited; (iii)                Sahyadri Farms Supply Chain Limited; and (iv) Sahyadri Agro Retail Limited 

 

For this deal the DSK Legal team comprised of Mr. Niraj Kumar (Partner), Ms. Prachi Gupta (Principal Associate), Ms. Khushboo Khatreja (Of Counsel), Mr. Satendra Rai (Principal Associate), Mr. Shubham Khandelwal (Senior Associate), Mr. Diwankar Sethi (Associate), Ms. Pavneeka Parashar (Associate) and Ms. Rashi Tolani (Trainee). Alpen Capital acted as the exclusive strategic advisor to Sahyadri Farms for this transaction.

 

Sunteck Lifespaces Private Limited, is an offshoot of Sunteck Realty Limited, an Indian real estate developer based in Mumbai, India. Sunteck Realty Limited is known for its high-end residential properties which are classified under different brand names.

 

SFPCL is a producer company incorporated under Part IXA of the erstwhile Companies Act,1956 and is recognized as India’s leading agro-producing company.  This is the first of its kind international equity investment in a farmer-led organisation in India. Sahyadri would be using this capital to expand its fruit and vegetable processing capacity and set up a packhouse and biomass plant to generate electricity from Agri and food waste.

DSK Legal advises Equirus Capital, Motilal Oswal in IPO

LE Desk 

New Delhi, September 7, 2022: DSK Legal has advised Equirus Capital Private Limited and Motilal Oswal Investment Advisors Limited with respect to the initial public offering of 17,242,368 equity shares of Dreamfolks Services Limited.

The IPO was made through an offer for sale by Liberatha Peter Kallat, Mukesh Yadav and Dinesh Nagpal, who are Promoters of the Company, the Law Firm has said. 

The Red Herring Prospectus was filed with the RoC on August 17, 2022; the prospectus was filed on August 30, 2022 and the Company was listed on September 06, 2022 on BSE and NSE.  

DSK Legal assisted in inter alia (i) conducting due diligence; (ii) reviewing the Draft Red Herring Prospectus, Red Herring Prospectus and the final Prospectus for filing with SEBI, Stock exchanges and assistance in finalisation and filing of the same with Registrar of Companies; (iii) drafting responses to queries received from SEBI, Stock Exchanges, Depositories until the completion of all activities relating to the public offering; (iv) drafting of the consent letters and certificates taken from all intermediaries; (v) drafting and review of all agreements relating to the Offer (including Offer Agreement, Syndicate Agreement, Share Escrow Agreement, Cash Escrow and Sponsor Bank Agreement, Underwriting Agreement and agreement with Advertising agency, Registrar etc.); (vi) extending legal opinion for each stage of the public offering and (vii) preparation of deal bible.  

The team representing DSK Legal comprised of Gaurav Mistry (Partner), Avinash Poojari (Associate Partner), Akanksha Dubey (Principal Associate), Rishika Raghuwanshi (Associate), Jigar Sampat (Associate) and Maniya Goyal (Associate). Ajay Shaw acted as the lead engagement partner for the Transaction, the Firm said in a press statement. 

DSK Legal acted as Domestic legal counsel to the BRLMs, Bharucha and Partners acted as a legal counsel to the Company and Duane Morris & Selvam LLP acted as International Legal Counsel for the BRLMs, it said.

Future Group moves Delhi High Court over RIL deal restraining order

By LE Desk

New Delhi, March 21: The Future Group has moved the Division Bench of the Delhi High Court against the order passed by a single-member Bench, which directed to stay its Rs 24,713-crore deal with Reliance Industries to sell the firm’s retail and wholesale business.

The Kishore Biyani-led group firm, Future Retail (FRL), has now filed an appeal before the higher Bench of the same HC against the orders passed by a single-member Bench of Justice J R Midha, Future Retail said in a regulatory filing.

“The company has filed an appeal before the High Court of Delhi against the impugned order dated March 18, 2021 passed by single judge…,” said Future Retail.

Earlier, in a statement on Friday, Future Retail had said the order of the single-member Bench would have no impact on the ongoing proceedings before the National Company Law Tribunal (NCLT), which is presently going through the scheme of arrangement between the Future Group and Reliance Retail.

The NCLT has reserved its order over the scheme of arrangement that entails the consolidation of Future Group’s retail and wholesale business and transferring it to Reliance in a Rs 24,713-crore deal that was announced in August last year.

The Future-Reliance deal, which is contested by global e-commerce major Amazon, has already received clearance from the Competition Commission of India (CCI), Sebi and bourses, and the scheme of arrangement is now awaiting the nod from the NCLT and shareholders. Passing a 134-page long judgement, Justice Midha had on Thursday directed Kishore Biyani-led FRL not to take further action on the deal with Reliance and held that the group willfully violated the EA’s order.

The HC had rejected all the objections raised by Future Group and imposed a cost of Rs 20 lakh on it as well as its directors.

It had directed them to deposit the amount in Prime Minister’s Relief Fund within two weeks for being used for providing Covid-19 vaccination to senior citizens of Below Poverty Line (BPL) category of Delhi.

The HC’s judgement came on Amazon’s plea seeking direction to order enforcement of the Award by Singapore’s EA on October 25, 2020, restraining FRL from going ahead with its Rs 24,713-crore deal with Reliance Retail.

However, Future Retail had said: “We are advised that this order does not come in the way of the continuance of the ongoing NCLT proceedings, being inconsistent with the order dated February 22, 2021, of the Supreme Court”.

It is to be pointed out that the portions of the operative part of this detailed order, already covered by the ad-interim order dated February 2, 2021, have been stayed by the Division Bench of Delhi HC in an appeal filed by Future Retail.

“Amazon has filed an appeal in the Supreme Court against the order passed by the Division Bench. The Supreme Court, in its order in Amazon’s appeal, has not vacated the stay granted by the Division Bench (which stay is still in operation).”

“The Supreme Court has directed that, in the meantime, the NCLT proceedings will be allowed to go on but will not culminate in any final order of sanction of scheme,” Future Retail had said, as reported by the Business Standard. 

On August 29, 2020, the Future Group had announced that its retail and wholesale business would be sold to Reliance Retail, owned by oil-to-chemical conglomerate RIL in a Rs 24,713-crore deal.

In October 2020, Amazon dragged Future Group to arbitration at the Singapore International Arbitration Centre (SIAC), arguing that Future violated the contract by entering into the deal with rival Reliance.

Amazon and Future have been locked in a bitter legal tussle after the US e-commerce giant dragged Future Group to arbitration at SIAC, arguing that the latter had violated their contract by entering into the deal with rival Reliance.

https://www.business-standard.com/article/companies/future-group-moves-delhi-high-court-over-ril-deal-restraining-order-121032200006_1.html

Supreme Court approves SBI MF plan for Franklin Templeton schemes

By LE Desk

New Delhi, March 19: The Supreme Court on Thursday accepted the standard operating procedure (SOP) statement prepared by SBI Funds Management for disposal of assets to unit holders in six Franklin Templeton debt schemes frozen on April 23, 2020.

The SOP was prepared by FT Mutual Fund and market regulator SEBI.

The six schemes have already distributed Rs 9,122 crore to investors and have accrued another Rs 1,370 crore in cash, as on March 15. The assets in the schemes were worth around Rs 26,000 crore on the day they were frozen, the Business Standard reported.

SBI Funds Management (SBI MF) told the court that disposal to unit holders would be done by a team headed by an official not below the rank of Vice President in the company. FT Asset Management would also provide two mid-level officials with a clean track record to assist it in its work.

As part of monetisation plan for the frozen schemes, the securities and money would be transferred to specially designated accounts for the disposal and FT would have to provide SBI MF with all the relevant documentation. It would also have to bear the expenses of the winding-up.

The SOP also says that SBI MF will not bid for assets to avoid conflict of interest. Different methods would be adopted for disposal of liquid and rest of the assets. If even after this process, some assets remain to be liquidated, they would be returned to FT for necessary action.

In case of any defaults in the paper held by the schemes, it would have to initiate proceedings against the defaulting issuer. Any surplus amount would have to be deployed in liquid schemes and whenever additional amount gets collected, it would be distributed to the unit holders.

Interestingly, the current NAV of closed FT schemes is higher than the NAV on the of the winding-up.

https://www.business-standard.com/article/companies/supreme-court-approves-sbi-mf-plan-for-franklin-templeton-schemes-121031900015_1.html

Four ways coronavirus may forever change legal tech

June 16: When the novel coronavirus closed down courthouses and law firms, technology allowed attorneys, their clients and judges to move litigation forward without jeopardising public health.

Some of those emergency fixes could stick around even after life returns to normal. Legal experts say embracing remote technology has boosted efficiency, transparency and access to the courts.

Here are some of the top tech fixes that attorneys hope will stick around after the pandemic, according to law360.com: 

(i) Video Hearings

When courthouses shuttered in March, some judges, like the Northern District of California’s Judge James Donato, didn’t want to stop oral arguments. He preferred to hash out questions with attorneys, rather than issuing rulings based solely on the papers.

So he and many of his colleagues took to Zoom, using the webinar format with attorneys presenting as “video panelists”, and audience members watching as they would from a courtroom gallery. At first, Zoom access information was only available via PACER, but in late May, the district made video hearing logins publicly available on its website.

Now, Donato would like to offer video hearings even once the San Francisco courthouse reopens.

“I think this is a real breakthrough moment in access to the courts — public access, client access. It’s a huge revolution for the better, in getting more people to see what we do,” he said.

Video hearings open up the courtroom to people who can’t make it to San Francisco, from young attorneys who want to watch oral arguments in the litigation they’re working on but can’t take the time to commute, to corporate clients who “are writing massive checks, and never watch their lawyers,” Donato said.

A former BigLaw partner himself, Donato thinks the webinars could improve lawyers’ work-life balance. He remembers flying from his home in San Francisco to attend hearings in Boston that rarely took longer than an hour. While the arguments were vital to the case, the cross-country trip took a toll.

“I would fly out there constantly, and it would be a two- or three-day trip for 45 minutes in court. That disrupts your whole week, disrupts your office, disrupts your home,” he said. “I hope the two-day trip for a one-hour hearing is a thing of the past, and we just do it on webinar. I think that’s going to have tremendous value, making being a lawyer less burdensome on families, much more cost efficient, maybe even greener.”

Other courts systems, like New York state court, always required attorneys to attend in person, even for status conferences or calendar check-ins, according to John Magliery, a partner at Davis Wright Tremaine LLP.

He wouldn’t necessarily want to argue motions remotely once courthouses reopen, he said, but New York adopting that technology for other in-court appearances could be a game-changer.

“We’re seeing scheduled Zoom conferences where quick check-ins on things like discovery compliance are being achieved much more expeditiously and at much less expense,” he said.

(ii) Client Dashboards

Another way to boost transparency is through online dashboards, according to Tess Blair, founder of Morgan Lewis & Bockius LLP’s eData practice.

Dashboards have long allowed clients to look at which attorneys are working on a case and how much they’re billing, but they’re also functioning as a communication tool. Clients can log in and see what evidence and data attorneys have compiled, and how they are analysing it, Blair said.

“They can see all the key factual pieces of their case, and can run reports and do searches and run [an] analysis of the data,” she said. “That’s another way to interact with us, but also with our work.”

Blair said while lawyers have been especially careful during the pandemic to reach out to clients, it’s good to offer an option that allows clients to see what’s happening in real time, without having to make a phone call.

“That’s become really important in this remote working environment, to push information out to clients, to give them insight into their cases, into their data — not just what we’re billing, but what we’re seeing and the analysis that we’re doing,” she said.

Telecommuting has also sparked internal interest in dashboards among the attorneys at Ballard Spahr LLP, according to Jim Boyer, the firm’s director of matter management and efficiency.

Lawyers are using the technology internally now as a case management tool. The technology has existed at Ballard for about a year, he said, but working from home has driven more widespread adoption.

“The tools are infinitely customisable, and we can make quick adaptations to any practice group or legal team,” he said. “We really built a foundation here. But since the pandemic, people have started to really understand the technology and what it can do for them and how easy it is to use.”

(iii) Video Depositions

To keep litigation moving, attorneys have turned to remote depositions via video.

Magliery, a commercial litigator with 18 years of experience, was skeptical the format could work. So much of a deposition is about reading a witness’ body language and facial expressions, and being able to confront them with evidence by sliding a piece of paper across the table, he said.

“Depositions are cross-examinations,” he told Law360. “Sometimes you want to ask buildup questions, and then you want to confront the witness with something contradictory to what they’re saying.”

But the technology worked “remarkably well,” Magliery said. It allowed him to enter exhibits into evidence remotely, and pull up documents on screen to confront the witness, so he wouldn’t lose the element of surprise. He used his home computer’s monitor and his laptop, so he could have two screens — one to look at the document he was referencing and one to keep an eye on the witness’ reactions.

“The technology allowed us to upload the document instantly to both the witness and opposing counsel, so they could then see the entire document. And using screen-share technology, we could also show an excerpt of the document to the witness.”

Magliery wouldn’t want to use video technology for every deposition once the pandemic ebbs. He would ideally be there in person to take the testimony of an adverse party, for example. But he could see remote depositions continuing to work for third-party witnesses; people he wants to subpoena for factual information, not admissions.

“It saved a lot of client money in travel expenses and it saved a lot of time to be able to conduct these remotely,” he said. “I would think there could be circumstances in the future where I would be comfortable using some remote depositions in a case.”

(iv) Automation

Law firms, mindful that their clients’ purse strings are tightening amid the pandemic-fuelled recession, are now turning to technology for the busywork that can eat up a lot of billable hours.

That means the pandemic has forced litigators to consider how automation and machine learning can help write pleadings.

That technology has been around for a while, according to Blair. But in the past, it’s been relegated to contract work.

The firm has long used systems that, through machine learning, can recognise contract terms and conditions. Attorneys can ask the program to spit out an ideal contract.

But now, what was “a very hot trend on the transactional side of the practice” is being applied to court pleadings, Blair said. It’s especially helpful when defending a client that’s facing serial litigation with multiple complaints.

“The machine can read those complaints and can identify the differences between them, the anomalies, so that we can quickly generate responses,” she said.

That can save attorneys time and their clients money.

“We’re looking at ways to innovate, to semiautomate the process where we can, so lawyers can spend their time doing the high-value work, and the machines can do the rest, hopefully,” Blair said. “We’ve doubled down on that during COVID, because we know our clients are under tremendous economic pressure.”

https://www.law360.com/articles/1282642/4-ways-coronavirus-may-forever-change-legal-tech

Plea challenges appointment of NCLAT chairperson; Delhi HC seeks govt stand

New Delhi, June 17: The Delhi High Court Tuesday sought the Centre’s response on a plea against appointment of former Jammu and Kashmir High Court judge Justice B L Bhat as officiating chairperson of National Company Law Appellate Tribunal (NCLAT).

A bench of Chief Justice D N Patel and Justice Prateek Jalan issued notice to the ministries of Corporate Affairs, Finance, Law and Justice and the NCLAT seeking their stand on the petition by a lawyer who has claimed the appointment was in violation of the Companies Act, The Business Standard reported.

Advocate Fozia Rahman, in her plea, has sought setting aside of the March 12 notification of the Ministry of Corporate Affairs (MCA) appointing Justice Bhat as the officiating chairperson of NCLAT.

Rahman, represented by senior advocate Rajeev K Virmani and advocate M Qayam-ud-din, has claimed that the appointment was in violation of the company law and the provisions of the Tribunal, Appellate Tribunal and other Authorities (Qualifications, Experience and other Condition of Service of Members) Rules, 2020.

She has also sought setting aside of one of the rules which permits the Centre to appoint any member of the tribunal, irrespective of their seniority, as the acting or officiating chairperson of the tribunal when there is a vacancy.

The petition has contended that under the Companies Act, when the post of chairperson of a tribunal is vacant, the senior most member shall act as officiating chairperson till a suitable person is appointed.

The court listed the matter for further hearing on June 30.

https://www.business-standard.com/article/current-affairs/plea-challenges-appointment-of-nclat-chairperson-delhi-hc-seeks-govt-stand-120061601397_1.html

DSK Legal acts as sole counsel to Corrtech International, Equirus Capital for IPO worth Rs 3500 million

LE Desk

New Delhi, March 21, 2022: DSK Legal has acted as a sole counsel to Corrtech International Limited (Company) and Equirus Capital Private Limited, Book Running Lead Manager (BRLM) with respect to the initial public offering comprising of a fresh issue of equity shares aggregating up to ₹3,500 million and an offer for sale of 4,000,000 equity shares of the Company held by its promoter individually as well as jointly with the members of the promoter group. 

The DRHP has been filed with SEBI on March 17, 2022, the Law firm said in a press statement.

DSK Legal assisted in drafting of the DRHP for filing with SEBI, stock exchanges and assistance in finalisation and filing of the same; drafting of the consent letters taken from all intermediaries; carrying out customary due-diligence; drafting standard certificates and undertakings required from the Company, directors, promoter, promoter group, subsidiaries, group companies, auditors and selling shareholders and additional certificates relating to consents required from various parties for the offer; drafting of comfort letter; drafting of the offer agreement; drafting of other agreements in relation to the offer, including ad agency agreement and the registrar agreement; legal sign-off on announcements regarding events during the offer period; drafting and finalizing the SEBI Cover Letter and ICDR Checklist for submission to SEBI; drafting and reviewing of all board resolutions and shareholder resolutions required to be passed by the Company; and providing advice on the changes required in the Memorandum and Articles of Association.

The team representing DSK Legal comprised of Associate Partner Gaurav Mistry; Principal Associate Avinash Poojari; Senior Associates Akanksha Dubey and Vardhman Mehta; and Associates Rishika Raghuwanshi, Avishek Banerjee and Jigar Sampat as well as Trainee Anupam Verma.

Partner Ajay Shaw acted as the engagement partner for this assignment, the Law firm said.