TRAINING WORKSHOP

ON SECURITIES AND
INVESTMENT LAWS

INTRODUCTION
The scenario of corporate legal sector in India has become highly specialized. In
particular the regulation of capital markets, securities offerings, mergers and
acquisitions (M&A), takeovers and schemes of arrangement has become increasingly
detailed and intricate. As lawyers we need to have an understanding not only of the
black letter law relevant to corporate transactions, but also of the policies and theories
underlying that law. Ultimately, to be successful in capital markets, M&A and
securities transactions, the legal advisers need a thorough understanding of tactics
and strategy and how they fit within the law, policies and procedures.

In-depth understanding, knowledge and a

competitive edge in corporate laws

Towards this purpose we have designed

the training workshop on securities and
investment laws which will not only provide
an in-depth understanding and knowledge
of such laws, but also provide a competitive
edge to the students enrolling for it. This
work shop is intended to provide students
wishing to pursue a career in corporate
legal sector with relevant specialist SPEAKER
knowledge. Mr. Narayan Kedia
Vice President Legal-- Indiabulls Group
Experience of around 13 years in securities and
investment laws. Has worked at Shardul Amarchand
Mangaldas & Co., J. Sagar Associates, and BMR
Legal. Advised clients in various capital raising
transactions, debt restructurings, takeover and other
securities laws aspects, private equity transactions,
public mergers and acquisitions, amongst others.
 AGENDA OF THE CAPITAL MARKETS AND
INVESTMENT LAWS TRAINING WORKSHOP
The workshop will help students to understand both theoretical and practical aspects of capital markets
and investment laws wherein students will have live interactive discussion with the group and concepts and
nature of capital markets transaction will be explained in a simplified manner by discussing real-life
examples of capital market transactions. The workshop not only entails the basic understanding of capital
markets laws and investment laws but will also cover the detailed understanding on step-by-step
structuring of a capital market transaction which will provide a competitive edge to the students looking to
practise in capital markets field.

1. History and Evolution of Capital Markets and role of Securities and Exchange Board of India (“SEBI”):

Evolution of securities and capital market in India and globally, and establishment of SEBI and abolition of
Controller of Capital Issues.

Purpose and intent of SEBI Act and Powers of SEBI; and role of stock exchanges and its bye-laws;

Discussion on scams in relation to initial public offering (“IPO”) and evolution of laws around it;

Basic conceptual understanding of financial markets and capital markets including primary market and
secondary market.

2. Lifecycle of a company from incorporation till listing on Stock Exchanges:

Incorporation of a company and its funding requirements;

Basic conceptual understanding of angel investments/ venture capital investments and related
agreements entered into by the company or its promoters (entry of Private Equity Investor in a
company);

Basic conceptual understanding of mergers and acquisitions and the process;

Basic discussion on the need for listing of shares of a company on stock exchanges and exit of Private
Equity Investor (detailed process in relation to IPO is covered below).

3. Initial Public Offering and Listing of a company on stock exchanges (Discussion on applicable
oiiRegulations, Process and Documentation):

Discussion on applicable laws like Companies Act, 2013; SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018; Securities Contracts (Regulation) Act, 1956 and the relevant rules
in relation to an IPO;

Introduction to IPO and discussion on key concepts including role of market intermediaries in
Capital Markets;
Dissection of an IPO Transaction (This is most important aspect of this training workshop
wherein students will understand the know-how of doing an IPO transaction):

Discussion on IPO process and Timelines;

Note: The detailed timeline process will be shared with all students.

Discussion on Rule 144 A and Regulation S offerings under U.S. Securities Laws;

Detailed guidance and understanding of Due-Diligence of a company undergoing an IPO (The

understanding of due-diligence activities important aspect especially from the perspective of
young lawyer joining a law firm);

Note: The due-diligence checklist of a company undergoing an IPO will be shared with all students.

Drafting of Offer Document/ Prospectus which will include detailed discussion on how and why
disclosures are required in the prospectus; and Liability issues arising from such disclosures;

Discussion on primary markets regulations on Fraud and Misstatements;

Discussion on publicity guidelines and advertisements by an Issuer company and

intermediaries;

Note: The standard publicity guidelines will be shared with all students.

Drafting of IPO agreements such as Offer/Issue Agreement; Underwriting Agreement, Registrar

Agreement, Escrow Agreement, amongst others;

Note: The standards draft of Offer Agreement, Underwriting Agreement, and other Issue related
agreements will be shared with all students.

Discussion on role of auditors of a company; auditor certificates; and due-diligence calls with
auditors;

Note: The standard drafts of auditor certificates and comfort letter will be shared with all students.

Discussion on certifications required from the company, directors, promoters, and other
intermediaries; and due-diligence calls with the management of the company;

Note: The standard drafts of certificates will be shared with all the students.

Detailed discussion on legal opinion provided by lawyers to the merchant bankers and Rule 10 b-
5 opinion under U.S. Securities Rules.

Note: The standard draft of a legal opinion will be shared with all the students

Interaction with SEBI on their observations in an IPO; and preparation of corrigendum post filing
of the draft offer document with SEBI;

Discussion on book building mechanism and pricing of shares;

Discussion on listing process;

 Detailed discussion on legal opinion provided by lawyers to the merchant bankers and Rule 10 b-
5 opinion under U.S. Securities Rules.

Note: The standard draft of a legal opinion will be shared with all the students

4. Post Listing Compliances and discussions on provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Note: Checklist on post listing compliances will be shared with all the students.

5. Basic understanding of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
and SEBI (Prohibition of Insider Trading) Regulations, 2015.

6. Mock-IPOs: This will be an exercise activity to be conducted during the end of the workshop wherein
students will be required to apply the knowledge gathered during the workshop. In this exercise all
students will be teamed up in groups wherein they will be required to complete the tasks assigned
to each team. This exercise would ensure that the students will be at an edge in comparison to their
peers outside applying in capital markets either as an intern or as a fresher in a law firm
considering the students by now will have wider view and know-how of the process and nuances of
an IPO transaction.

There are various other modes and types of issuances in capital markets such as rights issue of equity shares/
qualified institutions placement/ preferential allotments/issuances by real estate investment trusts (REITs) or
infrastructure investment trusts (InVITs). There will be other courses specifically designed towards such capital
market transactions. Considering IPO space is the most active space, once a student has developed in-depth
understanding of an IPO transaction, it will be advisable for a student to enroll for workshops which will be
designed on similar lines for other offerings and mergers and acquisitions.

WORKSHOP STRUCTURE
The workshop will be administered virtually. All sessions will be provided on a live and interactive platform;

Considering the sessions will be interactive, we will suggest the students should not opt for recordings.
However, recordings will be provided on request with prior one day notice in case of any emergency;

Handouts, as applicable, will be provided prior to each session;

The duration of the entire course will be 4-5 weeks, with no sessions on Sundays;

Each session will be for a duration of 90-120 minutes.

Further, please note that the Training Workshops will not only benefit students in understanding practical
aspects of laws but will also help them in interacting with Practitioners even after completion of such
Workshops, wherein students can benefit by seeking guidance from such Practitioners on various aspects of
legal queries including but not limited to Placements and Job Opportunities.
 EXPERTISE GAINED
On completion of the training workshop students should have developed and demonstrated specialized
skills in the following areas:

The ability to formulate and articulate views on specialist technical issues relating to capital markets
law and securities laws and practice in a manner displaying both a thorough understanding of law and
practice and professional judgment;

Self-directed legal research with the ability to identify legal issues;

Ability to conduct due-diligence on any corporate transaction in an efficient manner (this will be most
important takeaway from a young law graduate perspective considering one would be expected to
spend majority of their time doing a due-diligence in any corporate transaction for few years);

Last but not the least the ability to conduct oneself in a law firm environment or a corporate house.

FEE STRUCTURE
INR 15,000 (inclusive of all taxes and charges as may be applicable)

PLEASE NOTE THAT A STUDENT WHO HAS ENROLLED FOR A CAPITAL MARKETS AND INVESTMENT LAWS
WORKSHOP WILL BE ELIGIBLE TO APPLY AND ATTEND ANY SUCH SESSIONS CONDUCTED IN FUTURE IN
RELATION TO CAPITAL MARKETS AND INVESTMENT LAWS WITHOUT PAYMENT OF ANY FEES.

Next Batch will Commence in the month of June, 2021

Co-ordinates:
narayan@lexfamiliaindia.com; kedianarayan@gmail.com

+91-93216 88521 ; +91 90040 91912