M.A. in Business Laws with specialization in M&A, Investment and Institutional Finance



Twenty-four months fully online Masters Degree programme by National University of Juridical Sciences, Kolkata Scroll Down to Learn More

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About the Course

Total Fees: INR 50,000 45,000

Also payable in two instalments of INR 25,000 and INR 25,000 respectively.

Duration: 24 months

Divided into four semesters of equal length.

This is a fully online two-year Master's Degree course with a specialisation in M&A, Investment and Institutional Finance. It is beneficial for finance professionals and corporate lawyers involved in negotiating big-ticket transactions. One of the most comprehensive courses on mergers and acquisitions and other financial transactions.

Venture capital and private equity have seen massive growth in recent decades as public markets have lost their sheen. The world of finance and corporate organisation is facing new realities of technology and global uncertainty. At the same time, new industries and economies are rising at an unprecedented momentum. There has never been a better time for M&A Lawyers, deal makers, bankers and investment or loan consultants. A career in M&A negotiation and finance is one of the most lucrative. Jobs in this space offer one of the highest pay packages around the world.

This course will help you to acquire legal and regulatory knowledge and skills that will help you to take your place in the realm of negotiation and dealing in other financial transactions.

As an M&A and institutional finance expert, you will influence the domain of negotiation and play an important role in big-ticket transactions that make headlines and have a tangible impact on industries, economy, and society. The responsibilities and rewards of such transactional advisors are huge, as are the risks to those who hire them. This is a very exclusive and skill-intensive profession, and only those who have the right credentials and skills make the cut.

M&A and institutional finance professionals operate at the highest level, working with CEOs of large global companies on how best to position their companies for the future and raising capital for growth. Unlike management consultants, who help companies determine and implement the best strategies without necessarily changing the company’s constitution, M&A and investment professionals drive strategy through structural change. They may acquire other companies, sell off part of their operations or merge with another company. Often, these professionals have to raise money or arrange for massive loans for these transactions or even for organic growth.

There are major opportunities emerging in these areas as corporate India is maturing and the economy is consolidating in many areas. Opportunity for professionals is not limited to just India, the world is a playground here. If you have aspirations to make your mark in this area, this course offers access to some of the best M&A lawyers, bankers and advisors who will teach you in this course. Online access has enabled many busy professionals to access world-class learning of business laws.

This course has been designed especially for working professionals. It will give you the best industry knowledge in M&A and Finance. The course is delivered by an Industry-Academia Panel which comprises of leading experts from the industry. Learn the nuances of the practical legal knowledge required in the field, get the expertise in negotiation. The course can be pursued online from anywhere and at any time, without disturbing your current work commitments.

Course Contents

  • Indian legal system, federalism and constitutionalism
  • Legislation, Enforcement of laws and Adjudication
  • Judicial system in India and hierarchy of courts
  • Criminal and Civil legal and justice system
  • Concept of Jurisdiction
  • Regulatory tribunals and their functions
  • Principles of administrative law
  • Private dispute resolution mechanisms
  • International Law and its impact on business
    • Ingredients of a valid contract
    • Validity of standard form contracts
    • Electronic contracts - contracts by email, browsewrap, shrinkwrap and clickwrap contracts, digital signatures
    • Enforceability of electronic contracts
    • Relevance of procedural requirements for contractual validity and enforcement - Registration, stamping, attestation, notarization, apostillation
    • Remedies for breach of contract and practical considerations
    • Contract drafting and practical considerations
      • Essential clauses in any commercial agreement - definitions clause, obligations of parties, determination of milestones and timelines, payment modalities, waivers, assignment, applicable law, representations and warranties, covenants, indemnities, termination, events of default and material adverse change clauses, taxes, force majeure
      • Common drafting errors and efficient drafting techniques to minimize risk of disputes
    • Contract negotiation - Theories and practical case studies
  • Different forms of business structures - Sole proprietorship, partnership, LLP and companies
  • Co-founder arrangements
  • Structuring a partnership/ LLP - Partnership Deed, LLP Agreement, registration requirement and procedure, number of partners, designated partners, sharing of profits, dissolution of partnership, default rules under Partnership Act and LLP Act.
  • Structuring a company - Formation and incorporation: Reservation of Name, Director Identification Number and Digital Signature, Forms to be submitted to Registrar of companies for incorporation, Drafting Memorandum and Articles of Association, Types of Share Capital, Annual and periodic compliances.
  • One person company
  • Hybrid structures and their relevance
  • Non-profit businesses and hybrid models
    • Law related to formation of trusts and societies
    • Procedure and key issues for incorporation of a trust / society / non-profit company
    • Tax benefits for a non-profit
  • Considerations while choosing an optimal business structure
  • Taxation of different business structures
  • Joint ventures and association of persons
  • Accounting and the law
  • Corporate income tax, minimum alternate tax, tax on issuance of capital
  • Indirect taxes: GST, Excise duty, service tax and VAT - Applicability, how to obtain registration, computation of the tax, when to make payment

 

  • Introduction to corporate governance - Shareholders’ rights vis-à-vis managers
  • Appointment and removal of directors
  • Corporate communications and reporting systems
  • Procedures for corporate decision-making
  • Related party transactions and conflict of interest
  • Powers and responsibilities of the board of directors and key managerial personnel, delegation of functions by directors
  • Independent directors and committees of directors
  • Directors’ supervision of accounts and auditing, responsibilities for financial fraud
  • Governance mechanisms in private companies, public companies and listed companies
  • Repatriation of profit, regulation of managerial remuneration, divisible profits and dividend
  • Governance-related compliance requirements around key business transactions - raising investments, obtaining loans, exits, sale of business undertaking
  • Corporate governance of public sector undertakings
  • Corporate social responsibility - Voluntary instruments and the 2013 Companies Act and rules
  • Dispute resolution methods - litigation, arbitration, expert determination, mediation and conciliation
  • Types of business disputes and choice of appropriate dispute resolution method
  • Arbitration:
    • Arbitrator appointment strategy, institutional vs. ad hoc arbitration, how to demand suitable interim measures
    • Drafting efficient arbitration clauses
    • How to minimize delay in arbitration proceedings
    • International commercial arbitration
    • Enforcement strategies, grounds for challenge of arbitral awards,
    • Anti-suit injunctions
  • Mediation: Strategies and relevance in commercial disputes
  • Role of negotiation in dispute situations
  • Litigation Strategy for domestic and cross-border disputes
  • Regulatory Litigation - show cause notices and how to respond to them, remedies against adverse orders of adjudicating officers and tribunals, appellate tribunals, settlement with regulators
  • Relevance of information technology law for businessmen
  • Legal structure governing the Internet
  • Data protection under Indian law and privacy issues
  • Legal documents necessary for offering software or providing online services
    1. Cloud computing agreements
    2. End-User License Agreements (EULA)
    3. Payment gateway issues
    4. Terms of Service
    5. Privacy Policies
  • Process charts to detect online IP infringement
  • Steps for dealing with intellectual property infringements on the internet
    1. Introduction to intermediary responsibility
    2. Takedown notices and cease-and-desist notices
    3. Content censorship and blocking of websites
  • Introduction to raising equity investment - types of investors, investor goals
  • Financial investments, strategic investments and joint ventures - impact on documentation and business structure
  • Stages in an investment transaction
  • Non-disclosure agreements and negotiation pointers
  • Due diligence
  • Operational mechanics of a termsheet and shareholders agreement
  • Legal and commercial implications of equity and hybrid securities
  • Private equity investments
  • Negotiating term-sheets and shareholders agreements, such as:
  • Liquidation preference
  • Governance provisions
  • Founder restrictions and lock-ins
  • Tag-Along, Drag Along, Pre-emption
  • ROFOs and ROFRs
  • Anti-dilution and ratchets
  • Exit-related provisions such as buy-backs, put-options, IPOs
  • Case studies
  • Types of loans and facility arrangements with banks
  • Strategic reasons for obtaining debt from other sources – non-banking finance companies, group companies, issue of bonds
  • Clauses under loan agreements
  • Security requirements
  • Compliance requirements for obtaining loans
  • External Commercial Borrowings - Regulation of Foreign loans
  • Creation of security in favour of foreigners
  • Syndicated loans - documentation, negotiation and formats
  • FEMA, FDI Policy and regulations:
  • FDI in different business structures - Companies, Trust, LLP
  • Sectoral regulations
  • Entry-related issues - approval route, conditionalities and sectoral regulations
  • Pricing restrictions
  • Exit related issues
  • Determination of foreign ownership
  • FDI in large corporate houses and groups
  • Bank accounts for foreigners and handling foreign exchange
  • Valuation, compliance and filing requirements
  • Relaxations for foreign venture capital investors
  • Regulatory issues surrounding exits with foreign investors
  • SEBI and RBI regulations on listed company investments and exits
  • Sectoral and FIPB approval applications
  • Eligibility criteria for accessing public capital
  • Listing of equity instruments - Initial public offers (IPOs), follow-on public offers (FPOs), Rights issues, Qualified Institutions Placeman>
  • SME platform and relaxations for listing of small and medium enterprises
  • Listing of debt instruments
  • Listing on overseas exchanges - ADRs and GDRs, overseas subsidiary listing
  • Overseas issuance of debt - foreign currency convertible bonds (FCCBs) and foreign currency exchangeable bonds (FCEBs)
  • Legal risk management - identifying and minimizing risks
  • Building processes
  • Internal company policies, allocation of responsibility amongst officers, imposing contractual obligations, reporting structures
  • Recruitment policy, compensation policy, performance management policy, leave policy, medical policy, sexual harassment policy, data protection and confidentiality policy, grievance redressal policy, whistle-blower policy, emergency policies, media communications policy, social media and blogging policy
  • Insurance: 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.

M&As

  • Methods of acquisition - share purchase, asset purchase, sale of undertaking
  • Stages in an M&A transaction
  • Payment mechanisms for M&As
  • Indemnities, representations and warranties and other key clauses of M&A transactions
  • Court approved mergers
  • Tax issues in M&A
  • Employment issues in M&A

 

Competition issues

  • Introduction to combinations
  • Competition Commission approvals
  • Exemption thresholds for mergers
  • How to respond to CCI notices and investigations
  • Appeals against adverse CCI orders

Industry Academia Panel

Murali Neelakantan

Ex-Global General Counsel, Cipla

V Umakanth

Associate Professor at NUS, Singapore

Vinod Kothari

Securitisation expert and author of several books on the subject

Jay Parikh

Founding Partner, Verus Associates

Ameet Dutta

Partner, Saikrishna & Associates IP law expert

Essenese Obhan

Managing Partner, Obhan & Associates

Robin David

Partner, Dua Associates

Pankaj Agarwal

Partner, Shardul Amarchand Mangaldas

Anuj Sah

Principal Associate at Khaitan & Co.

Somasekhar Sundaresan

Partner, J. Sagar Associates

Shinoj Koshy

Partner, Nishith Desai Associates

Success Stories

Imagine how it would be if you could navigate the usual legal and regulatory mess with ease, and make better decisions as you scale your business or career growth. Regulatory and legal difficulties is a huge hurdle to doing business in India, and very few people have mastery over it. We are inviting you to find out more about how we can add a touch of magic to your growth. Here are some amazing success stories of our students who have taken up our courses.

I joined the NUJS diploma in Entrepreneurship Administration and Business Laws while I was working with the Calcutta Stock Exchange. I had already done my LLB and was looking for a course which would give me some practical insight. I came across the NUJS Diploma in Entrepreneurship Administration and Business Laws while searching the internet. I was looking for some course for value addition to my profile and knowledge. I had already done my LLB and MBA but wanted some practical knowledge. This course appealed to me, as it was dealing with business laws and I was working with a corporate. So this course was very significant to me and covered things which were relevant to me.

Sumit Sengupta

CFA, LL.B, Legal Counsel, Calcutta Stock Exchange

This course has given me valuable insights such as drafting various agreements with clients, dealing with clients, and also choosing right organization structure my own venture and was able to help other entrepreneur in structuring their new venture.
Skills I learned during the course structuring a company, appoint advisors and remunerate them, drafting Co-Founder's Agreement, taxation of software product and SAAS companies, clear understanding of Shareholders' Meetings, legal instruments, Shareholders' Agreement, how to raise investments effectively, drafting employment agreement, Structuring ESOP& ESPS, How to avoid disputes and drainage of resources through courtroom battles, Data protection under Indian law, Cloud computing agreements, How to obtain copyright, trademark and patent registration in India.
Definitely student entrepreneurs studying in college will get a lot of benefits from this course. Interested students will be motivated like me to pursue their entrepreneurial journey keeping balance with various entrepreneurship network system, they can easily create a successful business venture without any hindrance.

Rajdeep Chatterjee

Co-founder & CTO indiangrahak.com

When I took up the course, I was working with Wipro as an ERP consultant. However, my real interest in the course was due to my involvement in a startup project. With 2 other friends, I started a business in education industry called Pinnacle Academy. At the time of joining the Diploma in Entrepreneurship Administration and Business Laws course in January 2014, I wanted to learn the intricacies of starting up a new business and how to take it to the next level. Learning how to structure my business right was a point of interest as well.
After this, I decided to study MBA, and I had mentioned this NUJS diploma course in my resume for the interview rounds. IIFT has a 3 stage selection procedure. At the final stage there is an interview. During the selection interview at IIFT, the professor asked me about the course. IIFT gives a lot of importance to entrepreneurship. The fact that I pursued this course along with a full-time job and also had a business on the side was really appreciated. There was a detailed discussion about the course and what I had learned. I believe this course helped me to make a difference and stand out amongst other contenders. The iPleaders team was supportive. In particular, I found the webinars to be really good.
I learnt a lot from the webinars. Registering of a company, filing tax returns, understanding partnership and LLP, getting business licenses, these were very relevant for me. When we have to approach a lawyer also next time, I will not go with a blank mind but a fairly good idea about what I want from the lawyer.

Vinay Biradar

Business Management Graduate at BT- Global Services

I was very impressed by the course syllabus. I found this course to be blended towards my passion and what I wanted to learn, and this made me go for it. Personally, the most interesting topic for me was formulating a business and FDI. Foreign investments was also an interesting topic and in line with my business interest.
I liked the module on drafting also. However, I don't use it much in my day to day work. I have a legal team which handles drafting for my organization as it's a very critical area.
My expectations from this course are more than fulfilled. Before this course, I did not have much idea about how to see an investor, how I should approach an investor, what I should agree and what I should not, etc. This course has given me all necessary insight about these aspects. I have not invited any investor to invest in my startup yet, but I may look out for investors for my future ventures this knowledge would come handy then. As I plan to start two more ventures once my current venture stabilizes.

Karthick Raj

Founder director at Global Talent Hires

I was start struck with the tag of NUJS. It is such a prestigious and reputed name when it comes to legal education. When such an established brand is backing a course it has to be credible. You can trust the course and be assured that the course material would be authentic and up to the mark.
My purpose of joining the course is totally fulfilled, I have gained all the knowledge I wanted from this course. I saved a lot of money which I would have given to legal counsels if I had not taken this course.
I did not have to use any legal firm to set up my company. I did not have any issues while dealing with the Registrar of Company. Because of the legal knowledge, I gained from this course; I did not employ or engage any legal firm in setting up my company. Till date, I frame my company's terms and conditions and other legal documents.

Gaurav Pratap Singh

CEO, Crosstitch.in
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