INTRODUCTION

Our firm, Alpha Partners (“Firm”), is a full service corporate and commercial law firm having offices in NCR of Delhi and Dubai. We advise clients on a variety of matters, ranging from offering general counsel services, setting-up of joint ventures, mergers and acquisitions, fund raise, general corporate and regulatory advisory, restructuring, contract compliance management and litigation, among others.

LEGAL AS A BUSINESS FUNCTION

Legal services are essential for companies as legal professionals assist companies to ensure compliance with laws, minimizing the risk of legal disputes, legal liabilities and statutory penalties. Legal advice helps businesses safeguard their commercial interests while navigating through commercial agreements, mergers, acquisitions and disputes. In a competitive market, having strong legal support helps companies mitigate legal risks, protect its business and assets, and maintain a positive reputation, ultimately contributing to long-term stability and growth. A well-structured legal function not only protects the company from legal challenges but also enhances operational efficiency by ensuring contracts, policies, and governance structures are aligned with industry best practices.

ROLE OF A GENERAL COUNSEL

The role of a General Counsel (“GC”) encompasses a wide range of activities which are essential for ensuring compliance, efficient corporate governance and proper risk and legal liability management. While the engagement of a GC is undoubtedly valuable for a company, however, it presents several challenges, such as substantial financial burden, limited knowledge of specific sectors and biased decision-making engagement. In contrast, a law firm offer cost-effective solutions, provide access to a broad range of expertise across various sectors. Further, law firms also bring specialized teams with deep regulatory knowledge, ensuring comprehensive legal support.

IN-HOUSE LEGAL TEAM OR GC VIS-À-VIS OUTSOURCING OF GC SERVICES

In the current business landscape, outsourcing activities of a GC is a cost-efficient strategy since maintaining an in-house legal team involves substantial expenses, including salaries, benefits, office space, and ongoing training costs. In contrast, engaging a law firm provides access to a team of experienced legal professionals on a need-based model, eliminating fixed overheads. Law firms offer specialized expertise across various domains, ensuring comprehensive legal support without the burden of incurring full-time employment costs for an in-house legal team. Further, since the role of the GC is not always limited to ensuring legal compliance, but also extends to actively participating in business strategy formulation, sometimes, legal compliance becomes deprioritized. Therefore, it becomes imperative to engage law firms to provide GC services on an as-and-when required basis, to ensure cost-effectiveness and ensuring compliance, ethical corporate governance and limiting legal liability. Moreover, employing law firms gives the business organisation an edge as it can avail the benefit of multifarious experience that a law firm entails as it has represented and acted for clients in contentious and non-contentious matters and is not restricted to advising clients on only one particular area of law.

SCOPE OF VIRTUAL GC SERVICES

The Firm offers virtual GC services to business organisations engaged in various sectors including but not limited to technology, fintech, e-commerce, healthcare and pharmaceuticals, real estate and infrastructure, food, agriculture and beverages, and manufacturing. As part of rendering virtual GC services, we advise on multiple facets including steps which should be undertaken for streamlining the business activities of companies, by integrating legal compliance and risk management protocols. Following are some key focus areas that the Firm can address for your organisation:

(a)Legal Audit and Review: We will undertake a comprehensive legal audit and review of the corporate governance structure of the company, including the processes and policies adhered to by the board or any of its committees of the company, to ensure legal compliance of applicable laws. Further, we will review the agreements executed by the company and ascertain whether there are any erroneous provisions which are detrimental to the interests of the company. We will understand the business of the company and identify the possible claims/litigations which the company may face and also review status of the pending litigations. We will also advise the company on the applicable compliances and necessary registrations (including trademark registration) and ascertain whether the company has undertaken all such compliances or procured all such necessary registrations.  

(b)Review of Procedures and Policies:We will ascertain whether the company has established such policies, policies, and protocols which are required to be implemented in accordance with applicable laws, as well as those recommended as best practices for effective business operations.  

(c)Due Diligence: We will carry out a detailed due diligence of the business and operations of the company to identify if the company may face any statutory actions or penalties due to any non-compliance.

(d)Compliance with applicable data privacy laws: We will carry out an assessment of the existing framework and processes followed by the company vis-à-vis the applicable data privacy laws, including but not limited to the standards set out under the General Data Protection Regulation. This will include identifying the non-compliances, potential gaps, and providing recommendations to align with regulatory requirements, standards and the applicable laws.

(e)Contract Management: We can provide an action list for the company for its commercial agreements, including the current status of such agreements and actions required to be undertaken by all the parties thereunder.

(f)Regulatory Updates and Compliance: We will update the company on amendments and changes to the regulatory and statutory compliances and requirements and advise the company on the actions which should be undertaken, which are applicable to the business of the company.

(g)Pre-Transaction Advisory and Post-Transaction Support: In case the company is contemplating any fund raise, exit, joint venture or any other form of business or company restructuring, we will assist the company in identifying any non-compliances as per applicable laws or gaps in commercial agreements. Further, we will advise the company on the remedial actions which it shall have to undertake for any non-compliances or gaps either identified by us or in any external due diligence of the company. We can also assist the company in pre-empting the legal risks associated with such transactions. Furthermore, we will also assist the company in undertaking such actions which it will be obligated as per the transaction documents post the closing of such transaction.

(h)Drafting of agreements and documents prior to corporate restructuring: In case a company is desirous of undertaking any corporate restructuring, including but not limited to transfer of business, initial public offering, closure of business, we will assist the company in drafting of all such agreements and/or documents or undertaking such actions, which are required to be executed and/or executed prior to the occurrence of such restructuring.

(i)Litigation Prevention and Support: We will review the current commercial agreements entered into by the company and the current status of relationship of the company with the counter-parties. As a part of such review, we will identify the legal risks which the company may face under such agreements, advise the company on the remedial steps which can be undertaken by the company to limit its legal liability and provide legal support in case of enforcement. Further, we can also provide advisory on threatened or pending litigations and assist the company in formulation of strategy, evaluation of strengths and weaknesses of the dispute, and advising on the best course of action—whether the company should enter into negotiations, or refer disputes to alternative dispute resolution mechanism, or proceed with formal litigation before courts. 

(j)Providing Bespoke Contract Negotiation Training and Programmes: We can conduct training and sessions for the employees of the company to equip them on the skills required for better negotiation of commercial agreements for expediated closure. This will include training employees to identify erroneous or frivolous provisions contained in commercial agreements which may be detrimental to the interests of the company and which may result in exposure to legal and/or financial liability to the company.

(k)Monthly Information Statement: Based on the nature of services requested from the Firm, we will provide a monthly information statement on the actions which were required to be undertaken by the company, the status on the actions which were undertaken and the gaps which may lead to non-compliance of applicable laws and/or commercial obligations. For example, in case the Firm has been engaged to legal review and audit, we will provide a statement on the status of the remedial actions and identify gaps, if any. Similarly, if the Firm is engaged for providing pre-transaction advisory, we will provide a statement on the status of the actions required to be undertaken to regularise the non-compliances under applicable laws or gaps identified under commercial agreements, as the case may be.

GC EXPERIENCE

The Firm has been rendering virtual GC services to various startups, early-stage companies, private equity funds, venture capital funds, foreign companies which have their subsidiaries in India, companies intending to initiate initial public offering or undertaking mergers or acquisitions or such companies which are scouting for a GC but have not been able to engage a GC.

PROFESSIONAL FEE FOR SERVICES

We offer GC services on a tailored and flexible model, allowing companies to select specific legal services based on their unique requirements from the range of services outlined above. Companies have the discretion to determine the tenure for which such GC services are to be provided, following which we establish a subscription-based fee structure and formalize our engagement. This approach ensures that companies receive precisely the level of legal support they need while benefiting from cost predictability and strategic alignment with their business objectives.