Corporate, commercial and taxation

The work

Commercial work divides into two halves that rarely meet: the drafting that prevents a dispute, and the litigation that follows when the drafting was done carelessly. Having spent a good deal of time on the second, I take the first seriously.

When clients come with this

• A contract has been breached and the loss has to be recovered.
• A demand notice has been received under the Insolvency and Bankruptcy Code.
• A shareholder or partner dispute has made the business unworkable.
• An assessment order or tax demand has to be challenged.
• An agreement is about to be signed and the terms have not been examined.
• A statutory or regulatory notice has been served on the company.

What this covers

• Commercial suits and contractual disputes
• Drafting, review and negotiation of agreements
• Company petitions, including oppression and mismanagement
• Insolvency proceedings before the NCLT
• Tax appeals and assessment challenges
• Regulatory and compliance advisory

The clauses that decide disputes

Commercial agreements are negotiated hard on price and signed casually on everything else. The clauses that decide what happens when the relationship fails are usually the ones nobody read: termination and its notice period, limitation of liability, indemnity and its carve-outs, force majeure, the governing law, and the dispute resolution clause with its seat.

A review before signature costs a fraction of the litigation it prevents. Where a dispute has already arisen, those same clauses determine the forum, the remedy and often the outcome, which is why they are the first thing read.

Shareholder and partner disputes

Oppression and mismanagement petitions before the NCLT are the statutory route where a majority conducts the company's affairs prejudicially to a minority: shares issued to dilute, accounts withheld, meetings held without notice, funds diverted to related parties. The threshold for maintainability, the conduct complained of and the relief sought all have to be established with documents.

Where the underlying relationship has broken down entirely, the sensible objective is usually an exit on fair valuation rather than continued joint control, and matters framed with that objective settle far more often than those framed as a fight for the company.

Tax appeals and recovery

A demand raised on assessment is challenged through the statutory appellate hierarchy, and the practical question at the outset is not the merits but recovery: whether a stay can be obtained, on what conditions, and what part deposit will be required. Acting before recovery begins is materially easier than undoing an attachment afterwards.

Where an assessment has been made ex parte, or on a ground never put to the assessee, the procedural defect is often the stronger point, and it is taken alongside the merits rather than instead of them.