Corporate Lawyer
Incorporation, contracts, shareholder disputes, oppression & mismanagement, NCLT and corporate compliance for founders and growing companies.
Corporate work, done well, is invisible — the company runs, the rounds close, the disputes don’t happen. Done badly, it ends in NCLT. Shield Law Firm advises founders and growing Indian companies on the corporate paperwork that prevents disputes (shareholder agreements, ESOP plans, vendor contracts, IP assignments) and runs the disputes when they happen anyway — oppression and mismanagement under Sections 241–242 of the Companies Act, derivative actions, and NCLT restructuring.
Key laws & sections
- Companies Act, 2013
The principal corporate statute — incorporation, board governance, related-party transactions, financial statements, and the Section 241–242 oppression-and-mismanagement remedy.
- LLP Act, 2008 & Limited Liability Partnership Rules
Formation, partner-disputes, conversion to / from company form, and the LLP-specific NCLT jurisdiction.
- Indian Contract Act, 1872 & Sale of Goods Act, 1930
The substantive backbone for commercial contracts — formation, frustration, breach, damages, indemnity and warranty.
- SEBI (LODR) Regulations & ICDR Regulations
For listed and listing-bound companies — disclosure, related-party transactions, and pre-IPO restructuring compliance.
- Insolvency and Bankruptcy Code, 2016
Section 7 / 9 / 10 applications before NCLT for financial / operational creditors and corporate debtor — and the recent shift in admission timelines and threshold of ₹1 crore.
How we run the matter
- 1Foundational paper
Incorporation done right — MOA, AOA, founders’ agreement, shareholder agreement with reserved-matter list, vesting and ROFR / ROFO clauses. Most cap-table disputes are written into bad founders’ agreements at incorporation.
- 2Contract architecture
Master Services Agreement, vendor contracts, IP assignment, NDAs, employment contracts with restrictive covenants drafted to be enforceable post-Niranjan Shankar Golikari and Percept D’Mark.
- 3Compliance calendar
Annual filings (AOC-4, MGT-7), board / general meeting minutes, statutory registers, related-party disclosures and Director KYC. Penalties for non-compliance under the Companies Act are now harsh; we run a calendar so they never trigger.
- 4Disputes — Section 241–242 NCLT route
Where minority shareholders are oppressed or the company is mismanaged, we file under Sections 241–242 before the NCLT — interim relief on board composition, audit, and reversal of related-party transactions.
- 5Exit, IPO-prep & restructuring
Founder / investor exits structured cleanly with tax-efficient routes; IPO preparation including pre-IPO clean-up, related-party disclosures and SHA termination; restructuring under Sections 230–232.
A partner reviews every WhatsApp personally. No call centres, no junior triage.
WhatsApp +91 7982715470Why Shield for this
- Founder-side experience. Most large law firms run corporate from the investor side. We routinely advise founders — which sharpens our drafting on protective provisions, anti-dilution carveouts and reverse vesting that founders need but rarely get.
- NCLT bench familiarity. Recent Section 241 oppression matter — minority shareholder ousted from board through a sham meeting; we obtained interim status-quo on board composition at first listing, and full restoration of the director within 4 months.
- Drafting that holds up. Restrictive covenants and non-compete clauses we draft for client companies have survived enforcement at Delhi HC — we draft to enforceable post-employment restraint standards, not the unenforceable copy-paste typical in early Indian SaaS templates.
- One partner from term-sheet to execution. The lawyer who reviews the term sheet is the lawyer who drafts the SHA, runs the closing checklist and negotiates with the investor’s counsel. No handover loss.
Questions clients ask first
Two co-founders are in dispute. The cap-table doesn’t protect either of us. What now?+
If the SHA is silent on deadlock, we look at structural options first — buyout at a fair valuation, mediation through institutional bodies, or a Section 241 oppression filing. The right route depends on whether the dispute is governance, equity or operational. We map all three before recommending.
I’m an operational creditor with a ₹1 crore unpaid invoice. Should I file IBC Section 9?+
Possibly — but Section 9 IBC is a sledgehammer, not a recovery tool. We’d typically send a Section 8 demand notice first, and use the threat of admission to negotiate settlement. If settlement fails and the debt is undisputed, Section 9 admission is then a real lever.
Our employment contracts have a 2-year non-compete. Are these enforceable in India?+
Post-employment restraints on competing employment are largely unenforceable under Section 27 of the Contract Act (Niranjan Shankar Golikari). What is enforceable: confidentiality, IP assignment, non-solicitation of clients / employees, and non-compete during employment. We draft contracts around what holds, not what feels protective on paper.
Mention “Corporate” when you message us — it routes straight to the partner who runs this practice.
Other rooms in this wing
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