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Description
Drafting Corporate and Commercial Agreements focuses on structuring commercial contracts effectively with a specific emphasis on issues that stem from the effective management and commercialisation of contracts.
The text is aimed at assisting lawyers, legal counsel and managers in drafting and structuring commercial agreements. The forms and precedents given are examples of drafting which should be used as a guide.
Counsels are advised to structure their agreements based on the drafts, but at the same time it is also important, to create drafts afresh using the forms and structure provided in the text.
The work aims to provide readers with an understanding of the major principles and approaches, to generate revenue by managing commercial contracts. The text not only highlights significant issues that are associated with contract management but is also an innovative analysis of important areas of business practice and contract management. The text is the first Indian resource to enter into the domain of commercial contracts such as share transfer and purchase agreements, project finance and intellectual property licensing and management.
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Contents
Chapter 1 - Drafts, Forms, Precedents - A preliminary Note
• Deed Drafting and Conveyancing in India
• Forms of Conveyance
• Paragraphs, Punctuation and Capitals
• Figures and Words
• Division of Deed
• Order of Recitals
• Form of Recitals
• Forms of Attestation
• Errors and Omission
• Postscript
• Endorsement and Supplement Deeds
• Form of Endorsement
• Form of Supplement Deed
• Stamp Duty by Whom Payable
• Stamp Duty on Endorsements and Supplement Deeds
• Registration
• Precautions
• Notes on the Indian Law of Contract
• Contract Drafting and Contract Management
• Types of Contract
• Contracts
• Data Collection During the Engagement Phase
• Standard Clauses Checklist
Chapter 2 - Company Law: Forms and Precedents
• Types of Companies
• Precedents
Chapter 3 - General Commercial Agreements
• Precedents
• A Guide to Drafting Joint Venture Documentation
Chapter 4 - Intellectual Property
• Assignment of Copyright
• “Passing Off” Actions under Indian Law
• Precedents
Chapter 5 - Franchise Agreements
• Outlines the sphere of Law Relating to Franchise
• Precedents
Chapter 6 - Project Finance
• The Risk Matrix
• Due Digilence
• Security
• Force Majeure
• When Things Go Wrong
• Conclusion
• Power Purchase Agreements - Pitfalls and Remedies
• Fuel Supply Agreement- Bankable Offtakes
• Due Diligence
• Typical Due Diligence Deliberations in a Project
• Finance Structure
• Precedents
Chapter 7 - Deeds
• Precedents
Chapter 8 - Bonds
• Form
• Use of Bonds
• Heirs and Representatives
• Two Rates of Interest
• Stamp Duty
• Registration
• Precedents
Chapter 9 - Pledges
• “Pledge”, “Pawnor and Pawnee” Defined
• Documents and Securites
• Precedents
Chapter 10 - Arbitration
• Dispute Settlement: Alternate Dispute Resolution
• Drafting in Arbitration Agreement/Clause
• International Commercial Arbitration
• Enforcement of Arbitral Awards
• Arbitration Clause
• Damages in Arbitration
Chapter 11 - Lease
• Parties
• Consideration
• Covenants Entered into by the lessee
• Covenants by the lessor
• Proviso for Re-entry
• Agreement of Lease
• Precedents
Chapter 12 - Trust
• The Government Legislation
• Regulatory Environment and Limitation on Trusts
• Reasons for the Creation of Trusts and their Uses
• Conclusion
• Precedents
Chapter 13 - Society
Chapter 14 - Power of Attorney
• Definition
• Elements of Power of Attorney
• Precedents
Subject Index
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Author Details
Rodney D. Ryder the Managing Partner of Preconcept, a full service commercial law firm, is also the author of Guide to Cyber Laws: The Information Technology Act, 2000, E-Commerce, Data Protection and the Internet. Presently Advisor to the Ministry of Communications and Information Technology, Government of India on the implementation of the Information Technology Act, 2000, Mr. Ryder has been nominated as a 'Leading Lawyer1 in his areas of practice by Asia Law, Who's Who Legal. Apart from advising clients, he also conducts education and training programmes on Corporate Due Diligence and Audits, Information Technology and Intellectual Property. He is also the Director of the School for Legal Studies at St. Stephen's College, Delhi.
Mr. Ryder is visiting faculty [legal management] to the Indian Institute of Management, Lucknow [IIML], the Xavier Labour Research Institute [XLRI], Jamshedpur, the Fore School of Management, New Delhi [FSM] and the Amity Business School [ABS] and also visiting faculty [Internet related laws, intellectual property, telecommunications and media laws] to the National Law School of India University [NLSIU], Bangalore, NALSAR, Hyderabad, National Law University [NLU], Jodhpur, Campus Law Centre, Faculty of Law, University of Delhi, Amity Law School, New Delhi [ALS], Symbiosis Society's Law College, Pune, Maharishi Dayanand University, Rohtak [MDU].
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