Corporate Law and Governance – corporate law advice to companies and their directors to fully understand the legal requirements of doing business.  Training directors and staff on best practices for doing business.

Act as the legal conscience and primary legal risk-analyzer of clients and its board of directors.  Attend board meetings to guide the directors on how to manage various legal and regulatory risks and provide proactive advice on compliance programs.  Review and comment on board and shareholder meeting notices and agenda and meeting minutes before they are finalized.  Advise on annual director reports to shareholders, supervise filing of annual company reports and financial statements.

Initial incorporator for several client subsidiaries in various jurisdictions.  Held several board positions on client subsidiaries to provide the board and client timely strategic advice.  Hold proxies from various clients for acting as their representative in shareholder meetings.  Act as the de facto legal custodian for digital signatures of directors of my clients.

M&A and Commercial Contracts – Draft, review and negotiate joint venture agreements, shareholder agreements, divestiture and separation agreements, partnership and LLP agreements, Articles and Bylaws of corporations, licensing agreements, leasing agreements, technology agreements, master services agreements, non-disclosure agreements, distribution and supply agreements, agency agreements, vendor contracts, toll-manufacturing agreements, off-taker agreements, project finance documents, American Institute of America (AIA) based construction and design agreements, and amendments, supplements and addendum to all such contracts.  Regularly provide closing opinions, audit response opinions and other strategic opinions relating to investment decisions.

Legal and Regulatory Compliance – Provide advice on complex cross-border regulatory issues working with off-shore counsel to properly structure foreign direct investment (FDI), including ultimate beneficiary disclosure rules.  Draft FDI reporting statements and supervise FDI filing.  Regularly coordinate with financial institutions to provide clients with the right perspective on cross-border investments and help respond to questions of FACTA, FATF, KYC and other international disclosure obligations.

Lectured on international disclosure requirements for financial transactions, including, for several years, on structuring of wealth management for HNIs, as part of an offshore symposium hosted at Jesus College, Oxford University, UK.

Project Finance – Drafted, reviewed, and advised on power sector project documents, financing agreements, security agreements, trustee agreements and other ancillary agreements.  Reviewed and advised on cross-border oil and gas offtake agreements.  Drafted, reviewed and advised on right-of-way agreements and easement rights for fiber optic cable.  Acted for and advised an international consortium for the bidding and development for two private airports in India.

Securities Law – Review and advise clients on forward looking statements in prospectuses and other listing related filings.  I advise on other aspects of securities law, particularly collective investment schemes and applicability of US State blue-sky laws.  Advise US multilateral agencies on contribution agreements for investment in specific funds.  Advise venture capital funds on formation and investment issues and startup funding.

Employment Laws – Work with HR departments to help structure compensation packages, particularly for senior management staff.  Draft and advise on employment agreements, appointment letters, HR policies and handbooks, including confidentiality policies, IT policies, non-compete and non-poaching agreements and payroll and retirement benefits policies.  Negotiate agreements with potential new senior hires on behalf of clients.  Advised and negotiated non-consensual terminations and defended contested terminations. Advise on regulations affecting non-cash rewards like phantom stock issuance.

Tax Laws – Provide a high-level and granular perspective to clients on direct and indirect tax issues, double tax avoidance agreements and legal structuring of investments and pay-outs to minimize taxation on dividends, capital gains and royalty payments for licensing technology.  Help clients select the most tax efficient jurisdiction for routing their investments.  Act as the bridge between external tax and audit advisors and clients.

Real Estate Laws – Draft, review and negotiate real estate and infrastructure buy-sell agreements, leasing agreements, licensing agreements and easement rights.  Advise on and provide due diligence opinions for high value real estate transactions. 

International Trade Law – Advise on customs duty, customs licensing, tariff barriers to trade, dumping issues, research on pricing methodologies and challenges to protectionist measures by governments.

International Anti-Bribery Laws – Advise on US FCPA issues, UK Anti-Bribery law and India Anti-Corruption law, including providing compliance training.  Conducted FCPA investigations.

Intellectual Property Law – Provide strategic advice on registration of trademarks and tradenames, patentability, and copyright issues.  Draft, review and supervise filing of IP applications.  Draft and negotiate cross-border trademark and copyright licensing agreements, including global branding and sponsorship agreements for international sports.

Charities and Non-Profit Law – Provide non-profit and trust law advise to several religious and social charities on structuring operations and managing their global charitable activities in multiple international jurisdictions.  Responsible for the formation of more than 20 special purpose non-profit entities in more than 15 US States.  Serve on several charitable trusts as trustee to identify and mitigate risk.

Litigation and ADR – Provide strategic counsel to clients in cross-border disputes, defending against contractual or commercial claims in courts and in international arbitrations.  Successfully defended a Swiss pharma major in an international ICC arbitration against its French joint venture partner, including against challenges in various courts in India.

Telecommunications and IT Law – Advising a significant US telecommunications company for more than 20 years on telecom and IT law and regulations to provide telecommunications and internet-based data services and start of commercial operations.  This has included drafting and advising on complex services framework agreements for end-to-end connectivity including last mile linkages.  Provided guidance on responding to telecom vigilance department investigations.  Advised and helped US, UK and Irish companies, including a significant global financial institution, for setting up back-office operations in various parts of India.  Helped a US insurance company divest its India operations to one of the world’s largest IT companies by drafting and negotiating a complex and hotly negotiated sale and license back agreement.  Advised on telecommunications, broadcasting, uplinking and data storage and transmission regulations to a US defense contractor in a multi-jurisdiction multi-satellite launch project.

Pharmaceutical Regulations – Represented a Swiss pharma major in establishing its vaccine business in India, its distribution contract, and its eventual sale to a US pharmaceutical company.  Advised a Israeli-Swiss pharma company on cross-border pharma product distribution issues. Advised a US company on the launch of a novel non-invasive assisted reproductive device.

Hospitality and Food and Beverage Laws – Significant experience in advising one of the world’s largest hospitality chains, including its vacation club affiliate on various real estate, financing and time share issues and HR matters.  This has included advising on F&B laws, food labeling laws and licensing requirements.

Editorial Board Member of Judicature International, the scholarly journal about judging of the Bolch Judicial Institute at Duke University School of Law.

Secretary and Director of a special purpose UK corporation.

Mediator in Family and Small Business disputes.

Executive Former Trustee of a national association of community lawyers.

Former Secretary Trustee of a not-for-profit managing an affiliate College of Mumbai University

Former Trustee of a Trust/NGO promoting the concept of Sharia compliant loans

Former Advisory Board member of a 250-bed multi-specialty hospital in Mumbai.

Hindi, Gujarati, Marathi, Urdu

Email: [email protected]

Linkedin: @shabbirwakhariya