Alaya

Corporate and Commercial

Alaya Legal delivers strategic legal solutions for complex business environments. We support transactions, compliance, and negotiations with strong commercial insight. Our team enables clients to achieve sustainable growth with clarity and precision.

Alaya Legal’s Corporate and Commercial practice is the cornerstone of our firm, providing sophisticated legal architecture for global enterprises navigating the complexities of modern commerce. Our approach integrates rigorous legal analysis with a deep understanding of market dynamics, ensuring that our clients achieve their strategic objectives with absolute precision.

We serve as lead counsel for cross-border transactions, regulatory navigating, and high-stakes commercial negotiations. Our team operates at the intersection of law and strategy, delivering bespoke solutions that transcend traditional legal advice. From emerging startups to established multinationals, we provide the intellectual framework necessary for sustainable growth.

Practice Verticals

Alaya Legal has been recognised for its corporate law practice, particularly for handling seemingly complex corporate and commercial arrangements. Our approach is to find simple solutions which achieve the business objective, so that solutions themselves do not generate a new set of problem areas. Our lawyers leverage their expertise at all stages, from initial strategization to the final implementation and execution.

Corporate and business laws govern almost any business, irrespective of the domain in which they operate. A proper understanding of corporate and business laws is essential to handle even domain related issues effectively.

We have assisted in drafting corporate policies and manuals (such as Code of Conduct, Anti-Sexual Harassment Policy, Probation Policy, Financial Policies and Procedures, Employee Leave Policy, Logical Access Control Policy, Asset Management Policy, Employee Leave Policy, Work From Home Policy), handling corporate and regulatory compliances for corporate governance and management. By recognising that each business is distinct and unique, we set ourselves apart by adopting a personalised approach to suit the client’s needs and requirements.

Preparation of documents in a manner that keeps things simple and helps companies stay compliant, maintain enforceability, and minimise litigation risks are some of the USPs recognized and highly regarded by our clients.

Our lawyers are experienced in drafting and negotiating diverse commercial contracts - like, strategic business partnerships, distribution contracts, franchise agreements, SAAS agreements, settlement agreements. We work with clients to understand their specific transaction requirements and structure documentation accordingly.

Joint ventures, acquisitions and collaborations in the case of privately held companies are an important part of the firm’s corporate practice. We work with domestic as well as international clients. Over the years, we have honed our approach based on client requirements. Domestic clients and international clients can, at times, have distinct requirements. We customise our offerings to align with client needs.

We regularly advise clients on matters relating to foreign exchange laws. Foreign direct investment in India and overseas direct investment form a significant part of our practice. We offer legal advisory services on structuring cross-border transactions that involve compliance with RBI regulations and rules framed by the Central Government.

Private equity investments require careful legal structuring, strategic planning, and a clear understanding of regulatory frameworks. We assist clients across the investment lifecycle, from initial evaluation and deal structuring to negotiation, execution, and exit.

Our team advises investors and companies on structuring private equity transactions in a manner that aligns with commercial objectives while ensuring compliance with applicable laws and regulations. We support the preparation and review of key transaction documents, including term sheets, share subscription agreements, shareholders’ agreements, and exit documentation.

We work closely with clients to identify and address potential risks, including governance issues, investor rights, and regulatory considerations, while maintaining a practical and business-oriented approach. Our lawyers also assist in aligning investment structures with foreign investment regulations, where applicable.

With a focus on clarity and enforceability, we aim to facilitate efficient transactions while safeguarding the interests of all stakeholders involved.

Documentary legal due diligence and compliance are a significant aspect of any corporate law practice. While due diligence exercise is imperative for almost any transaction and not just acquisitions and joint ventures, we consciously encompass due diligence and compliance aspects in every transaction and agreement to mitigate any potential risks to ensure the best possible outcome for our clients. This involves looking into aspects such as legal standing, regulatory compliance, financial health and track record of the parties. Given that due diligence cannot have a one-size-fits-all approach, our lawyers , depending on the transaction, also assist with environmental and sustainability diligence keeping in view considerations for the future

while anticipating technological advancements and the potential shifts in the business and legal landscape.

We understand the competition law regime and regularly advise clients in complying with competition (antitrust) regulations. Our lawyers combine their legal acumen with the understanding of the practical complexities associated with businesses across several sectors, including heavy industry, oil, gas, petrochemicals, pharmaceutical, transportation, manufacturing, supply and distribution, which enables them to offer strategic insights to clients with regard to structuring their businesses and agreements to avoid possible anti-competition issues such as abuse of dominance, cartelisation and appreciable adverse effect.

We regularly advise clients on the regulatory and legal aspects of employment and labour laws in India. We are well-versed in drafting and reviewing employment-related documentation and contracts, and handling employment disputes. We also structure HR policies and manuals, ESOPs, termination and exits, non-compete and non-solicitation issues.

Our Engagements

Due diligence across energy (oil, gas, CGD, LNG), manufacturing (footwear, pharmaceuticals), and education sectors.

Structuring transactions and documentation for Special Economic Zones and Export Oriented Units.

Advisory on foreign direct investment, overseas direct investment, and flip transactions.

Business restructuring including hiving off entities for strategic or regulatory purposes.

Compliance programs, CCI advisory, and contract review from a competition law perspective.

Drafting and review of HR policies including Code of Conduct and specialized policies.

Drafting and negotiation of SPAs, SHAs, JV agreements, and private equity funding documents.

Contracts for procurement and distribution across petrochemicals, oil, lubricants, and electrical goods.

Agreements in footwear, nutraceuticals, pharmaceuticals, and garment sectors.

Advisory on workforce restructuring and right-sizing of employment.

Advisory on India business carve-outs, asset repatriation, and DGFT compliance.

Review of global standards for interactions with healthcare professionals.

Structuring licensing agreements for solar equipment in India and abroad.

Advisory on green building policies, carbon credits, net neutrality, and construction waste management.

"We do not just litigate; we architect resolutions that serve the long-term integrity of our clients' commercial mandates."

Managing Partner, Alaya Legal