The firm’s capital markets practice offers a range of legal services to Indian corporates planning to raise funds from the domestic and/ or the international markets. FML owing to the rich experience of several reputed capital markets transactions has emerged as a leading participant at both the Indian and global markets.
We enjoy an unparalleled ability to offer our clients a highly practice-specific advice given our combined knowledge base of securities law and the expertise of working with various industry sectors. Further, due to our ability to draw from our tax, banking and other expert practice areas, we are able to provide our clients with a complete legal and business solution. The firm’s close ties with the local stock exchanges and regulatory bodies helps us to ensure that we are able to offer to our clients all the necessary assistance in complying with legal requirements.
 The capital markets team at FML has been actively assisting Indian corporates in the issuance and listing of debt, equity and equity linked instruments. We also regularly advice companies looking to raise monies from domestic and international markets, regarding choice of instruments to be issued.

Our capital markets practice covers broadly the following:

• Advising clients on issues related to making an offering in the domestic / international market.
• Drafting the requisite documents for the initial public offering (“IPO”) /American Depository Receipts (“ADR”) /Global Depository Receipts (“GDR”)/ Foreign Currency Convertible Bonds (“FCCB”)/ Euro bonds and notes, Warrants, rights issues etc.
• Conducting a legal due diligence exercise in the context of the disclosure to be made by the issuer in the Red Herring Prospectus/Information Memorandum/Listing Circular/registration statement etc.
• Assisting the issuer company to comply with all listing requirements including overseas in case of ADR/GDR/ FCCB/ Euro Notes by co-coordinating with international law firms.
• Advising clients on issues relating to the raising of debt/ issuance of equity / equity linked instruments including the Indian regulatory approvals required.

 

Scope of work for legal advisor to domestic issues

I. Due Diligence

• Attending organizational meetings, due diligence and drafting sessions with the Lead Manager, Company's representatives and their accountants;
• Completing the legal and secretarial due diligence (i.e., review of all legal documents, material business/financial contracts, litigations, etc.) to ensure complete and comprehensive disclosures in Draft Red Herring Prospectus (“DRHP”), Red Herring Prospectus and the Prospectus;
• Review of all statutory compliances;
• Providing a report pursuant to due diligence exercise to the Company and the Lead Manager.

II. Drafting, Review, Opinions & Confirmations

• Drafting certain sections of the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus (collectively "Offer Document").
• Assistance in review of the Offer Document and ensuring that all legal descriptions are complete and accurate; assist in drafting responses to the Securities Exchange Board of India (“SEBI”) and periodic updates to the Offer Document until it is finalized and filed with SEBI.
• Certification to the Board of Directors of the Company and the Lead Manager that the Offer Document complies with all applicable statutes and guidelines, including the Companies Act, 1956, the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and other relevant statutes, as amended and that all disclosures required thereunder have been made. This certificate is to be issued at the time of initial filing of the Draft Red Herring Prospectus and filing of the Red Herring Prospectus with the Registrar of Companies (“RoC”).
• Drafting of the other documents required for the purpose of the said Offering not limited to drafting of relevant board and shareholder resolution(s), ESOP Letter(s), Power of Attorney (ies), Research guidelines and Publicity guidelines.
• Coordinating and communicating with other parties involved in the Offering, including the officers and other management personnel of the Company and the auditors.
• Providing assistance in the form of legal advice/opinion on issues that may arise with respect to the proposed Offering, and advising the Lead Manager accordingly.
• Reviewing the closing certificates, the closing checklist and assisting with closing of the Offering.

III. Agreements

• Drafting the syndicate agreement, the escrow agreement and the underwriting agreement along with the MoU.

IV. Regulatory & Government Approvals

• Assistance to the Company and the Lead Manager in drafting applications for obtaining the required government approvals and other statutory approvals for the purpose of the Offering.

V. Providing legal advice, analysis and giving legal clearance

• Legal advice to Book Runner on issues including marketing of offer, book building and settlement
• Providing legal clearances on all issue material including Public Notices, Bid Forms and confirmation of allocation notes etc.
• Legal sign-off on announcements regarding events during the offer period.

Our IPO and Secondary Offerings track record

FML’s capital markets team has been associated with trend-setting transactions in their area of practice. For instance, the Bharti Televentures IPO, for which the firm was the legal advisor to the Lead Managers, was India’s first IPO to be conducted entirely through the book-building route.

An indicative list of our capital markets clients is as follows:

 

Public Sector – IPOs/ ADRs/ GDRs

Sr. No.	Name of the Company	Lead Manager	Indian Counsel for
1.	Videsh Sanchar Nigam Ltd., Bombay Govt. of India (Disinvestment)	KleinwortBenson Salomon  Smith Barney and Jardine Fleming	The Company & Govt.
2.	Steel Authority of India Ltd.	Merrill Lynch	The Company
3.	State Bank of India	Merrill Lynch/ Lehman Bros.	The Company
4.	MTNL Government Disinvestment	Merrill Lynch, HSBC, Goldman Sachs	GOI
5.	VSNL Conversion of existing GDRs to ADRs	CSFB, Salomon Smith Barney	VSNL
6.	Union Bank of India	ICICI  Securities	The Bank
7.	Bank of Maharashtra	SBI Capital Markets Limited	The Bank

Private sector – IPOs/ ADRs/ GDRs

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