mitigation risks through legal contracts

1. RISK IN LEGAL CONTRACTS APURVA AGARWAL PARTNER UNIVERSAL LEGAL August 14, 2009

5. Legal Risk…..Definition a chance of encountering a situation in which one has to suffer loss or injury Common Usage peril, hazard or chance of loss Legal Parlance as a chance or probability of danger, loss, injury or other adverse consequence Oxford Dictionary

39. Drafting of Contract Confidentiality Public Domain Practical experience of technicalities in question No experience in the subject matter of the dispute Informal Arbitrators appointed by parties Formal No control over Judges ARBITRATION LITIGATION

40. Drafting of Contract….Contd Arbitrators can modify the contractual rights of the parties May substitute their discretion as rights expressly given by agreement Judges powers limited Determine and enforce the contractual rights of parties Costly affair Less costly than arbitration Less time Consuming Very Lengthy Process

46. Contract Review…..Contd Private Limited- 2 Public Limited – 7 Shareholder Preferably odd number of directors Decisions taken by majority Directors Private Limited- Rs 1,00,000 Public Limited – Rs 5,00,000 Capital Structure Joint Venture Agreement Incorporation of Company in India Example Review every clause of the Agreement/Contract Substantive Review

47. Contract Review…..Contd Governments and other statutory authority/ies Example: Labour Laws Procedural Compliance relating to Securities laws i.e. Stock Exchange/ SEBI requirements Approval Domestic/Foreign FDI – Direct/Indirect RBI Approvals Financial Policy Appointment Remuneration Chief Executive Officer

48. Contract Review…..Contd Proper stamp duty been paid on the agreements Immovable property valuing Rs 100 or more Registration, admitted execution and registered by the registrar. Execution of Agreements

52. Risk Registers…Contd current risk or if risk can no longer arise and impact the project. Indicates Individual - for the ensuring this risk is appropriately managed and counter measures are undertaken Responsibility prevent, reduce or transfer the risk. Includes - production of contingency plans. Action