Corporate Legal Solutions for High-Velocity Business.
We advise enterprises, institutional investors, founders, and multinational corporations across India on complex transactional, regulatory, contractual, and contentious legal matters.
Corporate & Commercial Law
Sterling & Rao acts as trusted outside corporate counsel to domestic and foreign companies at every stage of corporate development — from incorporation and seed capitalization to corporate governance and ongoing boardroom advisory.
Scope of Corporate Advisory:
- Entity incorporation (Private Limited, Public Limited, LLP, Section 8, Joint Ventures)
- Shareholders’ Agreements (SHA), Share Subscription Agreements (SSA), and Voting Trusts
- Corporate Governance frameworks, Board & Committee charters, and Director fiduciary duties
- Capital reduction, buybacks, internal restructuring, and conversion of entities
- Foreign Direct Investment (FDI) route structuring and entry strategy for foreign MNCs
What We Deliver
- ✓ Custom Articles of Association (AOA) protective covenants
- ✓ Comprehensive Shareholder & Founder Cap Table structuring
- ✓ Board Resolution templates & Corporate secretarial roadmaps
- ✓ Annual Statutory Corporate Governance Audit reports
- ✓ Fiduciary Risk Assessment briefs for Independent Directors
Contract Drafting & Commercial Review
A poorly drafted contract creates catastrophic business vulnerabilities. We draft, review, and negotiate enterprise contracts engineered with unambiguous precision, strong indemnities, and balanced risk-allocation clauses.
Commercial Agreements We Draft:
- Master Service Agreements (MSA) and Service Level Agreements (SLA)
- Technology Licensing, SaaS agreements, and Intellectual Property Assignments
- Cross-border Non-Disclosure & Non-Compete Agreements (NDAs)
- Vendor, Procurement, Distribution, and Exclusive Supply Agreements
- Franchise agreements and strategic partnership MoUs
Precision Legal Protection
- ✓ Strict Indemnification & Limitation of Liability caps
- ✓ Clear Termination for Convenience & Default provisions
- ✓ Robust Intellectual Property ownership & work-for-hire vesting
- ✓ Favorable dispute jurisdiction & tiered arbitration clauses
- ✓ Redline negotiation support in counterparty deliberations
Mergers & Acquisitions (M&A)
Sterling & Rao provides end-to-end deal execution across private mergers, acquisitions, joint ventures, and strategic divestments. We guide acquirers and target companies through every milestone from term sheet to closing.
Transaction Capabilities:
- Comprehensive Buy-Side & Sell-Side Legal Due Diligence
- Share Purchase Agreements (SPA), Asset Purchase Agreements (APA), and Business Transfer Agreements (BTA)
- Competition Commission of India (CCI) merger control clearance
- Scheme of Arrangement structuring before NCLT
- Post-acquisition corporate restructuring and management integration
Deal Excellence
- ✓ ₹2,500+ Crores in aggregate deal values advised
- ✓ Meticulous Red-Flag Legal Due Diligence reports
- ✓ Rigorous Representation & Warranty disclosure schedules
- ✓ Escrow, Indemnity Holdbacks & Earn-out structuring
- ✓ Seamless regulatory liaison with MCA, RBI & Stock Exchanges
Regulatory & Statutory Compliance
India’s corporate regulatory landscape is multifaceted and rapidly evolving. We ensure our corporate clients maintain impeccable statutory compliance with MCA, RBI, SEBI, and modern data protection frameworks.
Regulatory Practice Focus:
- Ministry of Corporate Affairs (MCA) filings and secretarial audit compliance
- Reserve Bank of India (RBI) Foreign Exchange Management Act (FEMA) compliance
- Foreign Inward Remittance (FC-GPR / FC-TRS) filings and compounding of contraventions
- Digital Personal Data Protection Act (DPDP Act 2023) audits & privacy policies
- Environmental, Social, and Governance (ESG) compliance frameworks
Risk Minimization
- ✓ Comprehensive Corporate Statutory Health Checkup
- ✓ FEMA / FDI Cross-Border Inflow & Outflow audit
- ✓ Enterprise Data Privacy Governance implementation
- ✓ Compounding application representation before RBI Regional Offices
- ✓ Ongoing Board Regulatory Compliance Certification
Commercial Dispute Resolution
When disputes arise, our focus is commercial preservation and decisive resolution. We represent enterprises across domestic and international commercial arbitrations, tribunal hearings, and high-stakes business litigation.
Litigation & Arbitration Services:
- Domestic and international arbitration (under ICC, SIAC, LCIA, and MCIA rules)
- Commercial litigation in High Courts and Commercial Courts
- Insolvency & Bankruptcy Code (IBC) proceedings before the NCLT and NCLAT
- Shareholder oppression and mismanagement petitions (Companies Act Section 241/242)
- Pre-litigation strategic mediation and structured settlement agreements
Resolution Strengths
- ✓ Rigorous preliminary evidentiary strength & damage analysis
- ✓ Injunction and interim relief petitions (Arbitration Act Section 9)
- ✓ Appointment of Arbitrators under Section 11 of the Arbitration Act
- ✓ Enforcement of foreign and domestic arbitral awards
- ✓ Cost-effective commercial settlement engineering
Employment & Labor Law
We advise employers on navigating complex employment regulations, managing executive transitions, drafting defensible restrictive covenants, and establishing workplace governance standards.
Employment Advisory Areas:
- C-Suite Executive Employment Contracts and severance exit agreements
- Employee Stock Option Plans (ESOPs) structuring and grant letters
- Prevention of Sexual Harassment (POSH) compliance and Internal Committee (IC) training
- Non-compete, non-solicitation, and IP confidentiality covenants
- Workforce restructuring, redundancies, and labor dispute representation
Workplace Governance
- ✓ Custom Corporate Employment Handbooks & HR Policies
- ✓ Mandatory POSH Annual Compliance Filings and IC Protocols
- ✓ Executive Confidentiality & Trade Secret Safeguards
- ✓ Enforceable Non-Solicitation and Garden Leave terms
- ✓ Termination risk audits and mutual separation documentation
Require Dedicated Counsel in Any of These Practice Areas?
Speak directly with our senior partners to formulate the right legal strategy for your company.