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?
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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.
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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.
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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.
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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.
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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.
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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.
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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!
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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.
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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.
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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.
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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.
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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
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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
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
For more details click here
