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This article is written by Jannat, from Chandigarh University, Mohali. The article informs about Restructuring and Insolvency advisors in India for giant Corporate Houses.

Introduction

Have you watched the show Suits? The show begins with Harvey Specter working for Pearson Hardman, a well-known law firm, under the management of designated partner Jessica Pearson. After a few seasons, Jessica leaves the firm, and Harvey and Louis become the newly appointed partners, and the firm’s new name becomes Specter Litt and continues till the end of the show.

Suits is the most promising example to consider restructuring and insolvency since we have seen new partners come and go, bankruptcy, competition, mergers, and so forth, and any time all of these problems happened, they used to restructure their business, amend the bylaws, reorganize the financial and operating arrangement of their firm, and enter into a new deal.

Concept of restructuring and insolvency

Restructuring- Sometimes when companies are going through some financial crisis, they modify their financial and operational aspects through restructuring. Restructuring helps to combat financial pressure by modifying debt, and operations and helps them to enhance their performance.

Reasons why restructuring is required:

  1. Poor income,
  2. Less revenue from sales, 
  3. Excessive debt,
  4. The company is no longer competitive,
  5. Increase in competition in the market, and
  6. Innovations that redefine the market.

The restructuring may also be done when there is a change in the ownership of the company.

Reasons for change in ownership could be:

  • Merger

A merger occurs as corporations join together to do business. Example of merger- Idea and Vodafone.

  • Takeover or acquisition

An acquisition occurs when one company buys out another by purchasing the entire stake in the firm.

  • Admission of a new partner

When a new partner enters the firm, he might want to play the game on his terms. He might want to change the Financial, Operational, or Legal aspects of the organization.  

  • Retirement or death of an old partner

After the retirement or death of an old partner the financial aspects of the business change, therefore partners resort to making Restructuring.

  • To spin off a subsidiary company

It is a restructuring process used by companies to increase the value of a portion of their business. It entails transforming a specific corporate entity into a separate organization while maintaining control. Example jio is a subsidiary of Reliance Group and Google of Alphabet.

  • Repositioning

This modification is related to the transition to a modern business strategy. An illustration of this is where an IT company that sells tech goods transitions to becoming a service provider.

How does restructuring help?

The company might choose to restructure after it fails to successfully launch a new product or service, which then leaves it in a position where it cannot generate enough revenue to cover payroll and its debt payments.

As a result, depending on agreement by shareholders and creditors, the company may sell its assets, restructure its financial arrangements, issue equity to reduce debt or file for bankruptcy as the business maintains operations.

Restructuring can enable a company to improve its revenue, have a positive Cash Flow Income, Innovate, compete in the market, expand, clear its debts 

How does restructuring work?

When a company restructures internally, the operations, processes, departments, or ownership may change, which enables the business to become more integrated and profitable. Financial and legal advisors are often hired for negotiating restructuring plans. Parts of the company may be sold to investors, and a new Chief Executive Officer (CEO) may be hired to help implement the changes. The results may include alterations in procedures, computer systems, networks, locations, and legal issues. Because positions may overlap, jobs may be eliminated, and employees laid off.

Restructuring can be a tumultuous, painful process as the internal and external structure of a company is adjusted and jobs are cut. But once it is completed, restructuring should result in smoother, more economically sound business operations. After employees adjust to the new environment, the company can be in a better position for achieving its goals through greater production efficiency. However, not all corporate restructurings end well. Sometimes, a company may need to admit defeat and begin selling or liquidating assets to pay off its creditors before permanently closing.

Restructuring process

The amount of time it takes to conclude a corporate turnaround plan can vary depending on whether the restructuring is reactive (such as when bankruptcy proceedings force a company to make explicit adjustments within a certain time frame) or constructive (such as when a smart business owner acknowledges a shift in customer tastes and wishes to place his or her company to be a market leader in the future). No matter what the reason for a company’s restructuring is, excellent preparation is important. It is important to seek the advice of a trained specialist at the preparation period to ensure a smooth restructuring. The organizational restructuring process is divided into six stages:

  • Determining what areas need to be restructured

Finding out that upper management needs to reorganize in the first place is the primary step in a corporate restructuring plan. There is no way to steer the restructuring process or evaluate its progress until you grasp the new path the company is taking or define the challenge the company is trying to fix.

  • Identifying weaknesses and creating detailed short and long-term plans to correct these weaknesses through a restructure

With the plan in mind, think about where the new corporate system is falling short of organizational goals and where it is succeeding. Gathering reviews should be a part of this org structure assessment process. Many businesses prepare reorganisation without considering the employees that would be impacted by both departmental and corporate transformation strategies. Employees will also have useful feedback on what isn’t working and what can be continued.

  • Implementing short-term corrective action

It’s time to develop a new organizational model after assessing the issue with the current business organizational structure, collecting input from staff and key stakeholders, and considering all of the existing job functions. Remember that this recently restructured model is just a mock-up: Before being adopted, it can and must adjust. It’s important to demonstrate the rest of the company with a restructuring plan after weighing different choices in restructuring preparation and determining the right way forward. Employees will provide guidance on the forthcoming reorganization of the corporation. This mock will help to take the corrective action on time.

  • Calculating and securing funding

Any restructuring is ‘mission impossible’ without a proper budget.

  • Restructuring

Now the final moment to launch the company’s restructuring.

  • Evaluating result

It includes calculating deviation between what was planned and what the real outcome is and adjustments should be made accordingly.

Need for consultants 

Restructuring is a very crucial and delicate process. A single mistake can make huge losses and can even lead to the bankruptcy of the business. It also includes many legal and procedural complications and then there are Accounting aspects, evaluation of assets and Taxes and the Competition aspects, etc. Therefore, the administration of the concerned corporate house, confronting the financial problems, engages a financial and legal expert for advisory and assistance in the negotiation and the transaction deals.

insolvency

List of top 10 advisors

1. AZB & Partners

AZB  &  Partners‘  compelling reputation as a  leading firm in the market results from its success with managing multiple complex refinancings, restructurings, and insolvencies.  The firm’s leadership in the area was reflected by the appointment of founding partner  Bahram N.Vakil, a member of the Bankruptcy Law Reforms Committee (‘BLRC’)  under the Ministry of Finance, Government of India. The BLRC was given the task of drafting the policy and legislative framework for the  Insolvency and Bankruptcy  Code,  2016  (‘IBC’).  The lawyers of the firm were also a part of the drafting committees instituted for the key  IBC  rules regulations that form the backbone of the operation of the  IBC. Their services includes:

  • To provide domestic and international firms with advice on investments in troubled businesses that are going through insolvency proceedings.
  • Advising hedge funds on how to structure assets in the Indian strained asset market.
  • Advising foreign and domestic banks on the commencement of IBC proceedings.
  • Helping insolvency practitioners with their actions against troubled businesses.
  • To defend writ petitions brought by insolvent businesses.

Bahram Vakil has even been assigned to the Insolvency Law Amendment Committee (created by the Ministry of Corporate Affairs) to review the application of the IBC and consider amendments.

The Insolvency and Bankruptcy Code restructuring & Partners team consists of 40 legal practitioners spread across Mumbai, Delhi, and Bangalore. They also consulted various domestic and foreign banks, trusts, acquirers, distressed firms, and business experts on the implications of the IBC, and they continue to propose a variety of the largest and most complex merger and insolvency issues under the IBC.

2. Cyril Amarchand Mangaldas

The insolvency and bankruptcy practice has been inextricably linked with the role of representing borrowers, debtors, and owners on many large out-of-court restructurings, including bond settlement problems. The firm also manages matters under the Insolvency and Bankruptcy Code, 2016 (the IBC), and has represented borrowers, acquirers, and office-holders (resolution experts or liquidators) in many significant IBC cases.

This firm has also been at the forefront of changing jurisprudence on the latest insolvency legislation. This firm’s partners are well acquainted in the domains of financing, restructuring, project consultancy, and conflict resolution. The Insolvency and Bankruptcy Practice Group has also been efficiently merged into the firm’s Financing, Projects, and Dispute Resolution capacities, as well as the M&A Practice Group, Employment Practice Group, Tax Practice Group, as well as other practice fields. This gives the client an advantage and an additional edge in dealing with the nuanced complexities of various areas of restructuring, such as both advisory and dispute resolution under the IBC system and under the IBC regime, and to provide practical legal solutions to complicated issues that arise during the insolvency resolution process.

3. L&L Partners Law Offices

The team of L&L partners is recognized for its solution-oriented approach for managing India’s dynamic legal system without losing sight of strategic and corporate goals, and it continues to have a reputation for providing valuable counsel and guidance on complicated restructurings and insolvency proceedings.

As a comprehensive law firm, they will rely on their experience in a variety of specialty fields and offer excellent service to our customers. The streamlined corporate turnaround and disputes offering is the Firm’s most noteworthy feature, enabling them to service clients from boardroom meetings to courtroom hearings. Lawyers who have made a name for themselves in the area are:

  1. Adv. Raijiv Luthra
  2. Adv. Sudhir Sharma
  3. Adv. Abhishek Swaroop
  4. Adv. Akshay Nagpal
  5. Adv. Aoorva Jayant
  6. Adv. Bikash Jhawar
  7. Adv. Jay Parikh
  8. Adv. Manmeet Singh
  9. Adv. Priyanka Singh
  10. Adv. Prashant Pakhiddey

4. Shardul Amarchand Mangaldas & Co

Shardul Amarchand Mangaldas & Co has established itself as one of the leading firms for dealing with matters arising under the current insolvency legislation. It has been involved in almost all of the major insolvency cases arising under the new regulation. In India, the company has been a pioneer in the development of bankruptcy law and strategy.

Their expertise spans the entire scope of this discipline, from consolidation under structured and informal protocols toward revival for corporates showing early signs of trouble, to the processes that require actual liquidation and shutting the company. They advise clients at the pre-insolvency level or through the corporate insolvency settlement phase (via consulting with the lenders’ committee or a conflict resolution specialist) on how to obtain the distressed asset through an insolvency process. Their coordinated strategy addresses all facets of an insolvency issue, including purchases, contract structuring, writing the resolution proposal, doing legal proper research, and consulting with resolution experts to discuss questions and explain inquiries. They also defend the acquirer before the National Company Law Tribunal until the case is resolved.

The highly regarded and diversified insolvency and bankruptcy practice of this firm is led by Mr. Shardul Shroff, Executive Chairman of the Firm. He has played a significant role in shaping the Insolvency and Bankruptcy Code, 2016, as a member of the Insolvency Law Committee formulated by the Indian Government to review the implementation of the code. He has also served on other committees, including the Insolvency Law Committee’s drafting subcommittee, the cross-border insolvency committee (chaired by Injeti Srinivas, Secretary, Ministry of Corporate Affairs, Government of India), and the Eradi Committee, which is interested in the insolvency clauses of the Companies Act, 1956.

5. Dhir & Dhir Associates

Dhir & Dhir has an adequate and substantial experience in Insolvency and Restructuring that includes both litigation and non-litigation jobs. They have been engaged in a number of high-value, dynamic organizational restructuring and arbitration matters. They have counselled their clients on personal and corporate bankruptcy, cross-border insolvencies, and group insolvencies, among other things. They provide advice not only during structured reform procedures but also during negotiated and bilateral restructuring. They draw on their expertise in a variety of practice fields to recognize core issues in turnaround consulting, answering the needs of all involved parties in order to provide robust and streamlined legal services to their clients.

Their expertise covers legal and commercial advice on matters including:

  1. Contingency planning/Pre-insolvency/Distress Advisory; Borrower mediation and restructuring negotiations; Creditor and participant negotiations/arrangements;
  2. Debt settlement on a multilateral/bilateral basis for lenders;
  3. Meetings on distressed finance and rescheduling;
  4. Restructuring and refinancing outside of court;
  5. Corporate Restructuring by Mergers/Amalgamation/Demergers/Hive off/Take over/Acquisitions, and so forth;
  6. Financial Restructuring of Debt Reorganization through RBI Directives and the Insolvency and Bankruptcy Code 2016 (IBC 2016);
  7. Corporate and individual insolvency, as well as cross-border and group insolvency advice;
  8. Acting as Lawyers/Advisors to RP/COC/Liquidator and Representation before NCLT/NCLAT/High Courts and Supreme Court of India;
  9. Formulating Resolution Plans for Prospective Resolution Applicant; Claims Verification, Due Diligence under Section 29A, Writing Evaluation Matrix, RFRP, and so on;
  10. Examination of Resolution Plans in consideration of accordance with IBC 2016 requirements;
  11. Trying to identify strategic stakeholders and prospective dispute claimants;
  12. Acquisition of debt by Asset Reconstruction Companies/NBFCs and creation of an effective and viable turnaround model;
  13. Formal insolvency/liquidation/bankruptcy filing and legal action (NCLT/DRT) under the Insolvency and Bankruptcy Code2016;
  14. Debt Recovery Tribunal (DRT) including SAs under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI);
  15. Security Interest Enforcement;
  16. Transactional & Legal Due Process;
  17. IBC 2016 Liquidations and Voluntary Liquidations;
  18. Lender and Borrower Group Facility, Security, and Credit Support Reviews.

6. J Sagar Associates

The firm, J Sagar Associates has a diverse clientele that includes lenders, asset restoration firms, corporate debtors, borrowers, and insolvency professionals. They assist in the following areas:

  • Creating a turnaround or rehabilitation plan for lenders.
  • Filing applications for the appropriate courts and tribunals.
  • Preparing cases for submission to insolvency practitioners.
  • Capital creditors, practical creditors, corporate debtors, and bankruptcy specialists are all trained in all aspects.
  • Putting together and reviewing resolution arrangements.
  • Implementation of the resolution plan, including the creation of restructuring documentation or paperwork for any funding needed by the special resolution.

7. Khaitan & Co LLP

Non-performing loans and distressed assets continue to surge in a market fraught with growing uncertainty. The Khaitan & Co LLP’s restructuring and insolvency team has extensively worked on most restructuring platforms such as SICA, DRT, CDR, SARFAESI, SDR, S4A, and more recently, on a vast majority of matters involving the Insolvency and Bankruptcy Code. They also worked effectively with stakeholders on all sides of loans and investments on both domestic and foreign markets. Successful debt restructuring necessitates a thorough understanding of the complexities that arise during the loan’s lifecycle, as well as, crucially, the borrower’s company. They use their complex commercial knowledge of varied stakeholders’ objectives, such as banks, lenders, creditors, borrowers, investors, etc, to push optimal and pragmatic responses in these kinds of traumatic circumstances.

8. Trilegal

The Trilegal represents lenders and investors at all levels of the capital structure and provides advice on a wide range of issues, including: 

  • Corporate consolidation and reorganisation,
  • Exit strategy,
  • Refinancing,
  •  Debt management, distressed debt exchange, and distressed asset investment.

9. DSK Legal

The DSK Legal’s Restructuring & Insolvency practice includes:

  • Formal reorganization

  • Advising and assisting in enforcing restructuring through the structured court or tribunal process, including strategy formulation in accordance with the prevailing legal, administrative, and policy structure, scheme planning, and legal assistance in courts and tribunals.
  • Recommendation on the Insolvency and Bankruptcy Code, 2016, and the merger and insolvency processes contemplated by the Code.
  • The guidance in structuring, as well as the legal and regulatory alternatives, as well as the future benefits of restructuring.
  • Advice and assistance in the preparation, negotiation, and completion of pertinent transaction documents, such as applications, petitions, and resolutions.
  • Informal restructuring

  • Strategy for exit

  • Advice and assistance in developing and executing an exit plan for buyers from troubled investments, such as by strategic disposal, demerger, slump sale, or auction.
  • Developing a divestment and departure plan
  • Creating, negotiating, and finalising transaction agreements
  • Directors’ and Other Management Personnel’s Advice
  • Advice and support to executives and senior management staff on their responsibilities and duties resulting from consolidation and structured and informal insolvency procedures.
  • Security compliance

  • Advice and support in applying and executing protection frameworks applicable to lenders under the legislative, administrative, and policy system, such as the Recovery of Debts Due to Banks and Financial Institutions Act of 1993, the Securitisation and Reconstruction of Financial Assets, and Enforcement of Security Interest Act of 2002, and the Insolvency and Bankruptcy Code of 2016.
  • Strategy and guidance on different forms of compliance, including policy action(s) tailored to the client’s needs.
  • Liquidation

Debtors have access to advice and help in the liquidation process under the legal, financial, and legislative system, along with the Companies Act of 2013, and the Insolvency and Bankruptcy Code of 2016.

  • Dispute resolution

  • Representing clients in front of a variety of judges, tribunals, and legal and quasi-judicial bodies.
  • Advice and guidance in developing and implementing legal and conflict resolution techniques.
  • Advice and guidance in planning, writing, negotiating, and finalising agreements for litigation and dispute resolution, such as claims, petitions, agreements, and negotiations.

10. Economic laws practice

The Economic Laws Practice additional help with financial paperwork and guidance on transaction restructuring, including structured finance arrangements. This will also require a study of current debt records and suggesting alternatives to clients’ problems.

Conclusion

The success of restructuring and insolvency practice is built around a comprehensive approach of expert lawyers across various practices. To cater to the demand of clients and law firms, young lawyers need to be proficient in understanding and anticipating client needs. Considering the present scenario, an overwhelming section of the top law graduates from Indian law schools now work in the corporate sector. As observed by Justice D. Y Chandrachud, “The demand of corporate law firms for law graduates, and the exceedingly high supply of law graduates, has significantly altered the landscape of legal education. Law schools can play a significant role here by developing and nurturing law students skilled in research, business communication, people, and interpersonal skills.”  

References


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