business law
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This article is written by Ramanuj Mukherjee, CEO, LawSikho.

What skills and knowledge do I need to become an effective in-house Counsel?

What subjects should I study to crack in-house legal job interviews?

What are the legal subjects that I need to focus on while I am in college if I want to be a corporate lawyer but want to work in companies instead of a law firm?

These are frequently asked questions. But answers are scarce if you ask these questions. Even a google search returns next to no useful results.

If you are a law student or a lawyer interested in becoming an in-house counsel, please read on. We would share some insights from our 10 years of experience of training lawyers to crack in-house counsel jobs, thanks to this course we conceptualised back in 2010, called Diploma in Entrepreneurship Administration and Business Laws.

When we launched this course at first, we imagined that it would be very popular with entrepreneurs. However, more than entrepreneurs, we saw many corporate lawyers and in-house counsel opt for this course. Over time, given that in-house counsels became the biggest chunk of learners in this course, we also designed it to suit their requirements. Over 8 years of feedback and development has gone into this course and countless hours of teaching. As a result, this course has become a unique resource, and have the distinction of training over 2000 business lawyers working in different companies as in-house counsels across India, Africa and the Middle East.

This course was earlier offered in collaboration with a National Law University, our alma mater NUJS. However, since 2018, the course has been offered independently through LawSikho.com in an enhanced, more intensive and engagement heavy format.

Why has in-house counsel role become more attractive over time?

The employment sector concerning in-house counsel jobs has been phenomenal in the past few years, and this trend is only expected to accelerate. Companies that used to rely on law firms for various kinds of work now prefer to build their own in-house legal departments, and therefore a lot of corporate law work has shifted from law firms to in-house legal departments. It has become quite common for a large company to have a legal department that runs into over a hundred lawyers, the size of a typical mid-size law firm in India. 

For an in-house counsel, work is no more restricted to just working as a conduit between the company and outside lawyers, merely managing the legal work. In-house counsels are now handling complex situations, and are respected for their expertise. There is significant growth opportunity and demand for in-house counsels, even internationally as Indian legal heads grow into the Asia Pacific or Global General Counsel roles.

At the same time, demand for in-house counsel is rising thus increasingly making the competition in the sector go arduous. To make it easy for you, we at lawsikho.com have a course for such aspiring students and lawyers

The course is designed to furnish lawyers, business leaders and student willing to be in-house counsel or start-up their own business firms respectively with the most critical business law and regulatory skills related to entrepreneurship and business environment. The course not only helps you grasp the legal and regulatory tactics involved but also to have a grasp of the practical administration of law in a high-speed working environment.

Businesses have to undergo many stages like structuring and incorporation, financial management (including investments, loans, tax and accounting), corporate governance, contracts and negotiation, employee management etc. Our course focuses on each of these areas and will help you learn from basics to advanced skills needed by in-house legal counsels.

The course was created under the guidance of prominent lawyers and business leaders, starting from the top general counsels, law firm partners and even retired judges. The objective of the course is to provide next-level comprehensive knowledge to in-house counsels and business strategists that will catapult them into the orbit of business leaders.

What are the things that I need to learn to become an effective in-house counsel?

  • Business Structuring

We focus a great deal on business structuring, a critical skill that is not even touched in law schools. You should learn how to build an optimal organisational structure that conduces effectively the functioning and management of the organisation. 

Apart from selecting a proper structure for a business, it is also important to understand why businesses create complex holding structures, often spread across several countries. Good business structuring reduces business risks, tax liability and helps businesses to channel capital and efforts appropriately.

  • Corporate Governance

Legal departments play a critical role in corporate governance. For an in-house counsel, the goal of corporate governance is to enable agile decision making and execution while retaining investor confidence and maximize benefit to all stakeholders. It is a complex process that requires true expertise and can make a great deal of difference to the fortune of a company.

  • Basics of tax and accounting

Lawyers may be afraid of dredging through oceans of numbers and stacks of financial documents. However, success as a business lawyer will remain elusive unless you have a good understanding of the financial aspects of a business, and if you fail to understand the critical financial statements. Taxing and accounting is the basis to record the growth and downfall of the business. Many critical legal decisions require you to consider financial impacts and insights, and you also need to ensure that appropriate record-keeping for tax and legal purposes. 

  • Government Policy and Regulatory

Every business must keep a sharp eye on government policies and regulations that impact its market. The government regularly issues policies and regulations for every business sector that can make or break the fortunes of a business. It is the job of an in-house counsel to not only be aware of all policies and regulatory measures but to even foresee where policies may be headed and prepare their business for any eventuality. 

  • Employment and Labour Law

We are in a phase where the government is rewriting a lot of labour laws. Compliance to labour laws is high on priority, while there is a rise in employment-related lawsuits more than ever. High-risk laws such as the law against sexual harassment are keeping organizations on their toes, and in-house lawyers need to be on top of such laws.

  • IP law

For many new age businesses, intellectual property is a make or break issue. Media companies, tech companies, manufacturing industries – they all rely heavily on in-house lawyers to keep their IP portfolios in order. Mistakes and omissions in this department can be extremely costly, and businesses cannot leave their IP to chances. There is a lot of work in the registration of IP, licensing, enforcement as well as IP portfolio management.

  • Corporate Finance 

A company requires capital to grow, and it comes in the form of either equity capital or debt. While some work related to corporate finance is outsourced to the law firm, especially for major deals, it is now a trend for in-house legal departments to run their own deals. In any case, in-house lawyers need a good understanding of investment laws, laws related to banking transactions and loan agreements, as well as disputes and litigation over such deals. 

This is even more important if you work as an in-house counsel in a bank, NBFC, a multilateral lender, a fintech company, or in private equity or venture capital firms, or family offices!

  • Dispute Resolution

All mature companies tend to have many litigations or disputes and primarily looks at in-house legal teams to manage such matters with the help of outside litigators. This does not mean that you get to just refer the problem to an outside lawyer and sleep over it. You are in charge of briefing, strategy, and getting the right kind of service out of the external litigators. You are also in charge of deciding when to litigate aggressively and when the company must settle.

This requires you to have a great understanding of procedures, litigation strategy and substantial law involved in each matter. 

  • Consumer Law

Consumer cases are on the rise and can cost a company a pretty penny if they are customer-facing businesses (as opposed to B2B businesses). It is the job of in-house counsels to minimize the cost of litigation, settlement and damages payouts. 

  • Sectoral Regulations

Every business sector today has sectoral regulations and regulators that must be paid attention to. For example, for the telecom sector, there is TRAI, whereas for the advertising industry there is a self-regulatory body Advertising Standards Council of India. In-house counsels do a lot of work with respect to sectoral regulators and must comply to sectoral regulations. They also need to communicate with the regulators when there are notices and information sought.

  • Government Procurement and contracts

This is another major area of work for many in-house counsels. Government is the biggest buyer in the economy, and working with the government is fraught with many risks. Payment delays are common, while there are convoluted, complicated and very long contracts to be negotiated and executed. Government contracts often run into hundreds of pages. This work is often susceptible to litigation as well.

  • Contract Drafting and Negotiation

We may be writing this at the end, but this is probably the most critical skill of all for an in-house counsel. They draft several contracts per week. I once surveyed around 30 lawyers across different companies, and I was told that contract drafting and review work varied from 30%-100% of their workload. The average came to around 60%.

Being really good at drafting and negotiating contracts is a non-negotiable skill for every in-house counsel.

How do we help you to learn these skills in 50 weeks?

We have a well-designed course to teach you each of these skills within a span of 50 weeks, which is roughly a year. You need to give us 8-10 hours of time every week, and we would take care of the rest. For more information, check out this page: https://lawsikho.com/course/diploma-entrepreneurship-administration-business-laws

Here are the course modules below, for your quick glance. Even if you are not interested in doing a course right now, go through the syllabus just to check how many of these skills you already have, and how many you still need to learn.

COURSE MODULE

  1. STRUCTURING A BUSINESS

Chapter: Sole proprietorship as a business structure for startups

Chapter: Structuring of a family business

The optimal structure for a family business

Taxation issues

Partition and family settlement

Chapter: Structuring a Partnership / LLP

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

Chapter: Structuring a company

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

Chapter: Non-profit businesses

Procedure and key issues for the incorporation of a trust/society / non-profit company

Tax benefits for a non-profit entity

Structuring of a non-profit entity

Chapter: Startups and Early-stage businesses

MSMED Act

Advantages of registration

Registration process

Money recovery procedures for startups

Dispute resolution mechanisms

Benefits under SME procurement policy

Sample disclosure to be made under MSMED Act

Chapter: Appointment of advisors and remuneration models

Handout: Partnership Deed

Handout: LLP Agreement

Handout: Co-Founder’s Agreement

Handout: Memorandum and Articles of Association(as per Companies Act, 2013)

Takeaway: How to draft partnership deeds and LLP agreements

Takeaway: Drafting memorandum and articles of association of companies

Takeaway: Process for the incorporation of partnership, company and LLP

Takeaway: How to start a non-profit venture and process for claiming various government incentives for non-profits

Takeaway: Advisor agreement

Takeaway: All about shell companies

Takeaway: McDonald’s: A case study on governance in joint ventures

2. TAXATION, BASIC ACCOUNTING AND IMPORT-EXPORT

Chapter: Accounts for business

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

Chapter: Corporate taxation

Corporate income tax

Minimum Alternate Tax (MAT)

taxation of a software product and SAAS companies

tax on the issue of capital (e.g. equity, bonus shares and convertible instruments) to different entities

transfer pricing

Tax deduction at source

Taxation of Software

Chapter: Goods and Service Tax (GST)

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

Chapter: Issues linked to tax strategy

Chapter: Export and import

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

3. CORPORATE GOVERNANCE

Chapter: Introduction to corporate governance: how does a company manage its activities

Chapter: Corporate governance and Board of Directors

Chapter: Appointment of Directors

Chapter: Independent director – Appointment, roles and liabilities

Chapter: Meetings

Chapter: Can board and shareholder meetings be held through video conferencing

Chapter: Guidance note for meetings of the board of directors

Chapter: Sample board calendar for listed entities

Chapter: Repatriation of profit, Divisible Profits and Dividend

Chapter: Managerial Remuneration

Chapter: An outsider’s guide to dealing with a company?

Chapter: Related party transactions

Chapter: Regulation of listed companies

Chapter: A Primer on Governance of Foreign Companies doing business in India

Chapter: Corporate Fraud and protection mechanism under Companies Act 2013

Chapter: Corporate Social Responsibility

Chapter: Strategic Insights from Cyrus Mistry’s Exit from Tata Sons

Chapter: Founder – investor conflicts and corporate governance lessons from Flipkart, Snapdeal, Ola and Softbank

4. NEGOTIATION AND CONTRACT DRAFTING

Chapter: Contract drafting essentials- Elements of a contract

Chapter: How to become proficient at drafting contracts- drafting guidelines and checklists

Chapter: Pointers and checklists to ensure a risk-free contract

Chapter: Boilerplate clauses – Importance and customization

Chapter: Negotiation essentials

Important points that every entrepreneur or his advisor should know

Negotiation soft skills

Chapter: Inclusion of commercial intent in contracts

Chapter: Negotiating and drafting sample agreements

Non-disclosure agreements

Shareholders’ Agreement

Commercial lease

Handout: Periodic Webinars from general counsels, law firm partners, senior government officers and successful businessmen

Handout: Sample Agreements, checklists, application forms and documents

Handout: Industry updates from top law firms in India and Silicon Valley

Handout: 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)

5.  RAISING INVESTMENT; ANGEL ROUNDS, VC & PE DEALS

Chapter: Part A (Raising investment – Angel rounds, VC & PE deals)

Introduction to raising investment – financial and strategic investment

Business structuring and investment

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

Chapter: Part B (Mergers and Acquisitions)

M&A Transaction structures – stages, consideration, and contracts

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

Takeovers of listed entities

Exemptions granted by SEBI under Takeover Code

Handout: Non-disclosure agreement

Handout: Shareholders and share subscription agreement

Handout: Term sheet

Handout: Due diligence report

Takeaway: How to negotiate shareholders agreements and term sheets (with case studies)

Takeaway: How to negotiate shareholders agreements with investors

Takeaway: How to conduct due diligence

https://lawsikho.com/course/diploma-entrepreneurship-administration-business-laws

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6.  INSTITUTIONAL FINANCE, LOANS AND ECBS

Chapter: How do you raise investment or loans to finance a business?

Chapter: Raising debt financing – syndicate loans vs. single bank loans

Chapter: Bank guarantees and securities

Chapter: Introduction to FEMA

Various types of bank accounts in India

Handling and remittance of foreign exchange

Current and capital account transactions

Chapter: External commercial borrowings

Raising finance by a non-profit entity from foreign sources

Chapter: Essential issues in a loan agreement

Chapter: Understanding syndicate loans

Chapter: Important clauses in a Syndicate Loan Agreement

Handout: Sample loan agreement from a domestic bank

Handout: Syndicate loan agreement for ECB

Takeaway: How to identify key issues in a loan agreement

Takeaway: How to identify important regulatory concerns in a foreign investment transaction

Takeaway: FCRA requirements for receiving donations

7. FOREIGN DIRECT INVESTMENT AND REGULATORY ISSUES

Chapter: DI restrictions on foreign investors

Chapter: FDI in different business structures Companies, Trust, LLP

Chapter: Sectoral regulations – FDI in e-commerce

Chapter: Entry-related issues – approval route, conditionalities and sectoral regulations

Chapter: Pricing restrictions

Chapter: Exit related issues

Chapter: Bank accounts for foreigners and handling foreign exchange

Chapter: Valuation, compliance and filing requirements

Chapter: Relaxations for foreign venture capital investors

Chapter: Negotiating exits with foreign investors

Takeaway: Sample FIPB approval application

Takeaway: Sample sectoral approval application

Takeaway: Sample FIPB and sectoral approvals

8.  EMPLOYEE MANAGEMENT LABOUR LAW AND BUSINESS LICENSES

Chapter: Employment agreement

Chapter: Labour law compliances

Chapter: Legal forms of incentives and perquisites

Chapter: Structuring ESOP& ESPS

Chapter: Intellectual property and employees

Chapter: Non-compete agreements, non-disclosure agreements

Chapter: Employee sharing/deputation

Chapter: Attrition management

Chapter: Trade licenses

Chapter: Industrial licensing and environmental compliance (for large companies, particularly manufacturers)

Handout: Employment agreement

Handout: Employee-sharing arrangement

Handout: Sample ESOP Plan

Handout: Sample board resolution approving ESOP Plan

Handout: Sample letter for granting stock options

9.  ARBITRATION AND DISPUTE RESOLUTION

Chapter: How to avoid disputes and drainage of resources through courtroom battles

Chapter: Arbitration, negotiation, arbitration clauses in contracts

Chapter: Structuring arbitration for a speedy and fair resolution

Chapter: How to develop a dispute settlement strategy

Chapter: How to use anti-suit injunctions in international transactions

Chapter: Introduction to commercial mediation proceedings

Takeaway: Sample clauses for institutional arbitration (from renowned arbitration institutions)

Takeaway: Sample clauses for ad hoc arbitration and their pros and cons

Takeaway: How to draft a customized arbitration clause for speedy and cost-effective arbitration

Takeaway: When to apply for anti-suit injunction

10.  INFORMATION TECHNOLOGY AND LAW

Chapter: Legal structure governing the Internet, electronic contracts and digital signatures

Chapter: Data protection under Indian law

Chapter: Offences under Information Technology Act

Chapter: Electronic evidence and the law

Chapter: Intermediary liability and compliance

Chapter: Payment gateways and legal documentation

Chapter: loud computing agreements and End-User License Agreements (EULA), privacy issues on the Internet.

Chapter: Essential Information Technology Contracts

Chapter: Outsourcing contracts

Chapter: Steps to deal with online intellectual property infringement

Handout: Statement of work

Handout: Master Services agreement

Handout: Sub-merchant agreement

Handout: Maintenance and Support Agreement

Handout: Privacy Policy

Handout: Terms of Service

Handout: Takedown Notice

Handout: Cease and Desist Notice for IP Infringement

11.  INTELLECTUAL PROPERTY RIGHTS AND IP MONETISATION

Chapter: Copyright

Copyright Act

Rights available to the copyright owner

Originality and Idea-Expression dichotomy

infringement of copyright

Exceptions to infringement (including fair use)

Copyright protection on the internet

Digital Millennium Copyright Act, software piracy

Chapter: Patents

Patent Act

Components of a patent application

International patent registrations

Rights available to patent holders

Requirements of novelty

Inventive step and industrial application

Product and process patents

Assignment and revocation

Patenting of biotechnology inventions and pharmaceutical products

Chapter: Trademark Act

Registration of trademark

Steps for international registration of a trademark

Rights available to a trademark owner

Goodwill, different types of marks such as service marks

Chapter: Monetization of intellectual property – Licensing and franchising agreements

Chapter: Trade secret law, employment contracts and protection of software

Handout: IP License Agreement

Handout: Franchisee Agreement

Handout: Assignment Agreement

Handout: End-User License Agreement

Takeaway: How to obtain copyright, trademark and patent registration in India

Takeaway: Procedure for international registration of trademarks and patents

Takeaway: How to enforce IP rights against imported items and fake products

Takeaway: DRM technologies and copyright law

Takeaway: Special court orders for protecting and enforcing IP rights

Takeaway: How to draft end-user license agreements (EULAs)

12.  MANAGEMENT PRACTICES AND LAWS

Chapter: Legal risk management – identifying and minimizing risks

Chapter: Building processes and internal policies

Chapter: Internal company policies

Security systems

Allocation of responsibility amongst officers

Imposing contractual obligations

Reporting structure

Chapter: 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

Chapter: Key business agreements and risks

Distribution agreement

Marketing Agreement

Commercial leases

Consultancy Agreement

Collaboration/Co-branding Agreement

Advertising Agreement

Chapter: Mitigating risks of sexual harassment

Chapter: Online reputation management

Chapter: Key insurances necessary for business

Fire and Special Peril

Transportation

Keyman Insurance

Terrorism Insurance, Group Insurance

Public Liability Insurance

Professional Liability Insurance

Director’s and Officer’s (D&O) Insurance

Takeaway: Practical checklists for framing various internal policies of the company

Takeaway: Understanding insurance policies and their strategic use in the management

Takeaway: Sample D&O Policy and negotiation essentials

13.  OVERVIEW OF MAJOR SECTORAL AND INDUSTRY-SPECIFIC LEGISLATIONS

Chapter: 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)

Chapter: Banking and financial laws

Chapter: Insurance: Regulation of insurance sector

Chapter: How mutual funds work and introductory fund structuring

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

14.  GOVERNMENT TENDERS AND CONTRACTS

Chapter: Legal basis of tenders – Article 14 and promissory estoppel

Chapter: Rules and procedures governing the procurement of goods and services for central government departments

Chapter: Essential terms in a bid document

Chapter: Public-Private Partnerships, EPC Contracts and Concession Agreements

Chapter: 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.

Chapter: Legal compliances typically insisted upon by the Government for evaluating eligibility criteria of bidders

Chapter: Prohibition of unfair bidding practices – a discussion on bid-rigging

Chapter: Reservations for startups and SMEs

Handout: Notice inviting tenders

Handout: Public-Private Partnership and Concession Agreements

COURSE DETAILS

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