Capability Statement

Noverra Partners advises leading domestic and overseas corporates, VC and PE investors, start-ups on domestic and cross-border M&A, Joint Ventures and strategic collaborations. Our clients span diverse sectors such as -- fintech, technology, e-commerce, financial services, media and entertainment, logistics and industrial and manufacturing sector. We advise our foreign clients on formulating India entry strategies and helping them navigate through the (Indian) legal, policy and regulatory frameworks. Our key strength is our ability to navigate through complex legal and regulatory aspects, structuring foreign direct investments (FDI) through optimum structures that are not only in compliance with foreign exchange regulations but also address strategic and tactical concerns.

M&A advisory is one of our key strengths in Corporate Commercial Practice. Our expertise includes advising on legal and regulatory aspects of joint ventures, business and other strategic collaborations, sale of assets, business purchase, mergers and acquisitions, de-mergers and schemes of arrangement. We focus on early-stage, mid-stage and strategic investments.

Corporates often implement mergers, demergers and similar arrangements to achieve synergies, cross-selling opportunities, achieving economies of scale and integration. We assist our Clients on regulatory and structuring aspects of mergers, de-mergers and scheme of arrangement in accordance with RBI guidelines, FDI regulations, Income Tax provisions, SEBI, DTAAs and exchange controls regulations.

A major factor driving JVs is the escalating size of transactions and projects, which frequently require commitments beyond the resources of a single company. We assist our Clients in navigating through planning and documenting a joint venture. We help in creating structures that not only meet technical, operational, and regulatory requirements but also capture underlying commercial objectives.

Strategic alliances enable companies to compete effectively by leveraging operational strengths. Licenses, technology agreements, distribution and marketing agreements, contracts for the purchase of assets and/or provision of services are some of the specific documents that may be required between the parties to an alliance. We assist our Clients in choosing appropriate legal framework to minimize conflicts with optimum flexibility.

The two most common methods of acquiring a business are -- acquiring of shares; and acquisition of assets. Key considerations in business acquisitions revolve around commercial agreements, due diligence, liability and enforcement issues. We assist our clients in drafting and negotiating transaction documents, viz., term-sheets, acquisition agreements, disclosure letters and representations and warranties in the specific context of the transaction.

VC and PE transaction advisory is a cornerstone of our Corporate Commercial Practice. We have considerable experience in advising on both sides of the investment equation, i.e., institutional funds looking forward to make portfolio, strategic investments; and Indian entrepreneurs looking to raise funding.

It is crucial for Clients to ensure that negotiations and definitive documentation of the transaction reflects commercial objectives, complies with the regulatory framework, protects the investor's rights and is enforceable. We assist our Clients with drafting, negotiating and execution of all transaction documents that typically includes term-sheets, share acquisition and shareholders agreements, amendment of charter documents and such other ancillary agreements as required.

Although Government of India has undertaken substantial economic and financial reforms, India continues to have rather complex corporate and foreign exchange control norms. It is crucial for Clients to determine the nature of regulatory approvals and disclosure requirements that their proposed investments will attract. We advise our Clients on establishing appropriate transaction structures that are straightforward, practical and enforceable.

Investors typically look at superior instruments that confer preferred rights, for ex., dividend preference or liquidation preference etc. Other similar structured instruments include - convertibles, sell-back options, partly paid shares etc. We assist our Clients in structuring investments through appropriate choice of instruments that protect their rights.

A synchronized investment plan to meet business objectives is incomplete with a coherent exit strategy. The exit strategy is typically structured in terms of either inter-se contractual understandings or in terms of public floatation. We assist our Clients in structuring appropriate and coherent exit strategies that are enforceable and practical.

We advise our clients on a wide variety of general corporate matters -- licensing arrangements, royalty agreements, technology transfers, franchise, marketing and distribution agreements, sale of business/assets, stock option programs, software development and software license agreements. We represent our clients on compounding proceedings, show-causes etc. before various regulators viz. Securities and Exchange Board of India (SEBI), Competition Commission of India (CCI), Department for Promotion of Industry and Internal Trade (DPIIT), the Reserve Bank of India (RBI) and other governmental agencies.

We have involved in several marquee deals concerning acquisition, investment and divestments in the power sector, both renewable and conventional. We have regularly been called upon by our clients to provide due diligence support, advice on acquisition/investment structuring, advising, for drafting and negotiating term sheets, transactional documents as well as project contracts namely, engineering, procurement and construction (EPC) contracts, fuel transportation agreements, fuel supply agreements, operation and maintenance (O&M) contracts as well as project financing agreements.

Our Partners have advised a number of private developers, sponsors, contractors, private equity investors, central and state governmental authorities on legal documentation and negotiation of project documents, including concession agreements, operation and maintenance (O&M) contracts, engineering, procurement and construction (EPC) contracts of highways, airports, railways, metros and ports. Our partners have relevant skill-sets and all-round expertise across the entire life cycle of projects within the PIE space, namely, project development, project financing, acquisition, operation and maintenance (O&M) and stake sales/divestments.

We have advised on several domestic and international clients on their portfolio of oil and gas business. We have assisted clients in the negotiation and drafting of sale and purchase agreements for acquisition or sale of participating interest as well as obtaining relevant government approvals for the acquisition of such interest. We have also advised clients on drafting of diverse contracts for oil field services, oil rig charter hire, production facilities, oil and gas sales, transportation contracts and other related agreements.

We have advised major multi and bilateral agencies, government authorities and private sector entities on PPP Projects in various sectors such as energy, water and sanitation, social infrastructure and construction.

We have worked with several municipal authorities as private sector entities on projects within the water sector, solid waste management and sanitation (WSS). We have drafted as well advised on several concession agreements within the WSS sector.

We have experience in advising on social infrastructure projects within the health, education, poverty alleviation programme, women and child rights, and legal literacy programmes.

We have advised various domestic and international stakeholders, owners, contractors on development project documentation, drafting and negotiation of Engineering, Procurement and Construction (EPC) contracts, bid advisory, risk analysis and other regulatory issues.

Our Partners have provided strategic and commercially viable solutions for clients in concerning bidding process for acquiring mines in India, acquisition of mining assets and mining companies, legal due diligence of proposed targets, and other mining-related legal advisory.