Corporate Commercial Advisory

CORPORATE ADVISORY & DUE DILIGENCE

What are corporate advisory and due diligence services?

Corporate advisory and due diligence services help businesses operate, grow, and make important decisions in a legally compliant and structured manner. These services support companies at different stages of their business lifecycle, including incorporation, day-to-day operations, expansion, investments, partnerships, and restructuring. The objective is to ensure that the business complies with applicable laws and identifies potential legal risks before they become problems.

Corporate advisory provides ongoing legal guidance, while due diligence involves a detailed review of a company’s legal and regulatory position.

What does corporate advisory involve?

Corporate advisory involves providing businesses with legal guidance on corporate governance, regulatory compliance, and commercial decision-making. This helps companies structure their operations properly, comply with legal requirements, and manage business transactions effectively.

Common areas of corporate advisory include:

    • Company incorporation and business structuring
    • Advice on corporate governance and board procedures
    • Drafting and reviewing shareholder agreements and investment documents
    • Structuring joint ventures, partnerships, and strategic collaborations
    • Corporate restructuring and internal reorganization
    • Drafting and reviewing commercial contracts and business agreements
    • Ensuring regulatory compliance under the Companies Act, 2013

Businesses may also require legal assistance with statutory filings, regulatory approvals, and compliance matters before authorities such as the Ministry of Corporate Affairs.

What is corporate due diligence?

Corporate due diligence is a detailed legal review of a company’s records, contracts, assets, and regulatory compliance. It is usually carried out when a business is involved in investments, mergers, acquisitions, partnerships, funding rounds, or expansion into new markets. The purpose is to understand the company’s legal position and identify any risks or liabilities before completing the transaction.

What corporate records are examined during due diligence?

During due diligence, lawyers review the company’s corporate and secretarial records to verify its legal structure and compliance. This may include examining:

Certificate of Incorporation and foundational documents
Memorandum and Articles of Association
Shareholding structure and capitalization details
Statutory registers and filings with the Ministry of Corporate Affairs
Board resolutions and shareholder approvals

This review ensures that the company has been properly incorporated and maintained in accordance with law.

Are commercial agreements reviewed during due diligence?

Yes. A key part of due diligence involves reviewing important business contracts to understand the company’s commercial obligations.

This may include review of:

Vendor and supplier agreements
Customer and distribution contracts
Licensing and technology agreements
Employment and consultancy agreements
Lease agreements and property arrangements

This helps identify contractual risks, liabilities, and long-term commitments of the company.

Is intellectual property reviewed during corporate due diligence?

Yes. Intellectual property is often a valuable asset for businesses, especially technology companies, startups, and brand-driven enterprises.

Due diligence typically includes verification of:

Trademark registrations and pending applications
Copyright ownership and registrations
Patent filings and industrial design registrations
Domain names and digital assets

This ensures that the company legally owns or has valid rights to use its intellectual property assets.

What regulatory compliance is checked during due diligence?

Due diligence also examines whether the company is complying with applicable laws and regulatory requirements.

This may include review of:

Industry-specific licenses and approvals
Labour and employment law compliance
Data protection and privacy obligations
Other statutory and regulatory requirements

Identifying compliance gaps at an early stage helps businesses avoid penalties and legal disputes.

Are existing disputes or litigation reviewed during due diligence?

Yes. Another important part of due diligence is reviewing any ongoing or potential legal disputes involving the company. This includes examining:

Pending litigation before courts or tribunals
Arbitration proceedings
Regulatory notices or investigations

Understanding these issues helps investors and business partners assess legal risks before entering into a transaction or partnership.

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