IPR, Corporate & Business Law Glossary

Private dispute resolution where parties agree to submit disputes to one or more arbitrators whose binding decision (award) is enforceable like a court decree. Can be ad hoc or institutional (ICC, SIAC, LCIA).

📜 Arbitration and Conciliation Act, 1996; UNCITRAL Model Law; New York Convention, 1958

Facilitated negotiation where a neutral mediator assists parties in reaching a voluntary settlement. Non-binding unless parties execute a settlement agreement. Now institutionalized in India under the Mediation Act, 2023.

📜 Mediation Act, 2023; Section 89 CPC

ADR process where a conciliator actively proposes settlement terms (unlike a mediator who facilitates). Settlement agreement has the same status as an arbitral award under Indian law.

📜 Part III, Arbitration and Conciliation Act, 1996

The juridical seat determines the procedural law (lex arbitri) governing the arbitration and which courts have supervisory jurisdiction over the award. Distinguished from "venue" which is just physical location.

📜 BALCO v. Kaiser (2012) 9 SCC 552

Arbitrator appointed before constitution of the tribunal to grant urgent interim relief — asset freezing, evidence preservation, anti-suit injunctions. Available under ICC, SIAC, LCIA rules.

📜 Amazon v. Future Retail (2022) — SC recognized EA orders

The Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958). Enables enforcement of arbitral awards across 172 signatory countries. India is a signatory with reciprocity reservation.

📜 Part II, Arbitration and Conciliation Act, 1996

Principle that an arbitral tribunal has power to rule on its own jurisdiction, including objections to the existence or validity of the arbitration agreement. A cornerstone of arbitration autonomy.

📜 Section 16, Arbitration and Conciliation Act, 1996

Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Enables secured creditors to recover NPAs without court intervention through asset seizure, management takeover and auction.

📜 SARFAESI Act, 2002

A loan or advance where interest/principal remains unpaid for more than 90 days. Classified as substandard, doubtful, or loss. Subject to RBI provisioning norms and resolution under IBC.

📜 RBI Master Circular on IRAC Norms

Corporate Insolvency Resolution Process under IBC — time-bound (330 days) process before NCLT where a resolution professional manages the company, invites resolution plans, and creditors vote on the best plan.

📜 Insolvency and Bankruptcy Code, 2016

Bank guarantee to seller that buyer's payment will be received on time and in correct amount. If buyer defaults, bank pays. Primary instrument in international trade finance. Governed by UCP 600 rules.

📜 ICC UCP 600; RBI Guidelines

A bank account held by a third party on behalf of two transacting parties. Funds are released only when specified contractual conditions are met. Used in M&A, real estate, and project finance.

📜 RBI Guidelines; RERA Act, 2016

When an enterprise holding dominant market position exploits it through unfair pricing, restrictive conditions, denial of market access, or leveraging. Prohibited under Section 4 of Competition Act.

📜 Section 4, Competition Act, 2002

Acquisitions, mergers and amalgamations exceeding specified asset/turnover thresholds must be notified to CCI for approval. CCI assesses whether the combination would cause appreciable adverse effect on competition.

📜 Sections 5-6, Competition Act, 2002; CCI Combination Regulations

Programme allowing cartel members to receive reduced penalties in exchange for disclosing the cartel and providing evidence. First applicant may receive full immunity; subsequent applicants get lesser reductions.

📜 Section 46, Competition Act, 2002; CCI Lesser Penalty Regulations

Comprehensive investigation of a target company before transaction — financial, legal, tax, operational, regulatory and ESG review. Identifies risks, liabilities and deal-breakers.

📜 SEBI Takeover Regulations; Companies Act, 2013

Primary contract in a share acquisition setting out purchase price, representations & warranties, indemnities, conditions precedent, and closing mechanics.

📜 Companies Act, 2013; Indian Contract Act, 1872

Agreement between shareholders governing their relationship — board composition, reserved matters, drag-along/tag-along rights, anti-dilution, exit mechanisms and deadlock resolution.

📜 Companies Act, 2013; Indian Contract Act

Right of minority shareholders to join a sale if majority shareholders sell their stake, on the same terms and price. Protects minority from being left with an unwanted new majority.

📜 Contractual; SHA provisions

Right of majority shareholders to force minority to sell their shares in a full exit, on the same terms. Ensures acquirer gets 100% ownership without minority holdouts.

📜 Contractual; SHA provisions

Contractual restriction preventing a party from engaging in competing business for specified duration and geography. Enforceable in M&A context (Section 27 exception) but void in employment context in India.

📜 Section 27, Indian Contract Act, 1872

Actions or approvals that must be completed before a transaction closes — regulatory clearances (CCI, SEBI, RBI), third-party consents, completion of restructuring.

📜 Standard transactional practice

Arrangement where transaction funds are held by a neutral third party (escrow agent) and released upon satisfaction of agreed conditions — commonly used for indemnity holdbacks in M&A.

📜 Indian Contract Act; SEBI regulations

Right of preferred shareholders (typically PE/VC investors) to receive their investment back first upon liquidation or exit, before common shareholders receive anything. Can be participating or non-participating.

📜 SHA/investment agreement provisions

Under India's DPDP Act, any entity that determines the purpose and means of processing personal data. Equivalent to "data controller" under GDPR. Must comply with data principal rights, consent, and purpose limitation.

📜 Digital Personal Data Protection Act, 2023

Entity registered with the Data Protection Board that enables data principals to give, manage, review and withdraw consent through a platform. A uniquely Indian innovation under the DPDP Act.

📜 Section 6, DPDP Act, 2023

Regulatory requirement that personal data of citizens be stored and processed within the country's territory. India's DPDP Act empowers the government to restrict cross-border transfers to notified countries.

📜 Section 16, DPDP Act, 2023; RBI data localisation circular

Canada's points-based immigration management system for skilled workers. Covers Federal Skilled Worker Program (FSWP), Federal Skilled Trades Program (FSTP), and Canadian Experience Class (CEC). Applicants ranked by Comprehensive Ranking System (CRS) scores.

📜 Immigration and Refugee Protection Act (IRPA), Canada; IRCC guidelines

Canadian immigration pathway allowing provinces and territories to nominate individuals who wish to settle in a specific province and contribute to its economy. Nomination adds 600 CRS points, virtually guaranteeing an ITA.

📜 IRPA, Canada; individual provincial legislation

Canadian government document confirming that a foreign worker is needed for a job and no Canadian worker is available. Required for most employer-specific work permits. Issued by Employment and Social Development Canada (ESDC).

📜 IRPA, Canada; ESDC guidelines

Points-based system used to rank Express Entry candidates. Factors include age, education, language proficiency (IELTS/CELPIP/TEF), work experience, adaptability, and provincial nomination. Maximum score is 1,200.

📜 IRCC Express Entry guidelines

Canadian permanent residency pathway for entrepreneurs with a qualifying business supported by a designated organization — venture capital fund, angel investor group, or business incubator. Applicants must meet language and settlement fund requirements.

📜 IRPA, Canada; IRCC Start-up Visa guidelines

UK immigration route for foreign workers with a job offer from a licensed sponsor at required skill and salary level (generally £38,700+). Replaced the Tier 2 (General) visa. Can lead to Indefinite Leave to Remain (ILR) after 5 years.

📜 UK Immigration Rules, Part 6A; Points Based System

UK visa for leaders or potential leaders in academia, research, arts, culture, and digital technology. Requires endorsement from a designated competent body. No job offer needed. Fast-track to ILR in 3 years.

📜 UK Immigration Rules, Appendix Global Talent

Long-term residence visa (5 or 10 years) for investors, entrepreneurs, scientists, outstanding students, and humanitarian pioneers in the UAE. Does not require a national sponsor and allows 100% business ownership.

📜 UAE Federal Decree-Law No. 29/2022 on Entry and Residence

Lifelong visa status granted to foreign nationals of Indian origin. Provides multiple-entry, multi-purpose visa, parity with NRIs in economic, financial, and educational fields (except agricultural land purchase). Not a dual citizenship.

📜 Section 7A, Citizenship Act, 1955; MHA OCI guidelines

Work permit or visa category allowing multinational companies to transfer senior managers, executives, or specialist knowledge workers from an overseas branch to a branch in another country. Available in Canada, UK, and most jurisdictions.

📜 IRPA (Canada); UK Immigration Rules; GATS Mode 4

Immigration status granting the right to live and work indefinitely in a country without being a citizen. In Canada, PR status requires physical presence of 730 days in 5 years for renewal. UK equivalent is Indefinite Leave to Remain (ILR).

📜 IRPA (Canada); UK Immigration Act, 1971

Immigration selection framework used by Canada, UK, and Australia where applicants earn points for human capital factors — age, education, language, work experience, job offers, adaptability — and must meet a minimum threshold.

📜 IRPA (Canada); UK Immigration Rules 2020

Government-ordered removal of a foreign national from the country due to immigration violations, criminal conviction, or security concerns. Subject to procedural fairness and human rights protections. Deportation orders can be appealed.

📜 IRPA Section 48 (Canada); Foreigners Act, 1946 (India); UK Immigration Act, 1971

Right of an insurer, after paying a claim, to step into the shoes of the insured and recover from the third party responsible for the loss. Prevents double recovery by the insured.

📜 Section 79, Marine Insurance Act, 1963; general insurance principles

Fundamental insurance principle requiring both parties to disclose all material facts. Non-disclosure or misrepresentation by the insured can void the policy.

📜 Section 45, Insurance Act, 1938

Insurance purchased by an insurance company from another insurer to manage risk exposure. Types include treaty reinsurance (automatic), facultative (case-by-case), proportional and excess-of-loss.

📜 IRDAI Reinsurance Regulations

An exclusive right granted for an invention — a product or process providing a new technical solution. Valid for 20 years from filing date. Must satisfy novelty, inventive step, and industrial applicability.

📜 Patents Act, 1970 (India); Patents Act, 1977 (UK); 35 U.S.C.

A sign (word, logo, colour, sound, shape) that distinguishes goods or services of one enterprise from another. Registrable for 10-year renewable periods. Protects brand identity and goodwill.

📜 Trade Marks Act, 1999 (India); Trade Marks Act, 1994 (UK)

Exclusive right of the creator over literary, artistic, musical, cinematographic works and software. Arises automatically upon creation. Protection lasts 60 years (India) or 70 years (UK/US) after author's death.

📜 Copyright Act, 1957 (India); CDPA, 1988 (UK)

Confidential business information providing competitive advantage — formulas, processes, customer lists, algorithms. No registration required but must be actively protected through NDAs and security measures.

📜 Common law; TRIPS Article 39

Protection for the visual ornamental characteristics of a manufactured article — shape, configuration, surface pattern. Valid for 10+5 years in India, 25 years in UK.

📜 Designs Act, 2000 (India); RDA, 1949 (UK)

A sign used on products with specific geographical origin possessing qualities due to that origin — e.g., Darjeeling Tea, Champagne, Basmati Rice.

📜 Geographical Indications of Goods Act, 1999

Fair, Reasonable and Non-Discriminatory licensing terms required for standard-essential patents (SEPs). Patent holder must license to all willing licensees on equitable terms.

📜 Competition Commission of India guidelines; EU competition law

Any evidence that an invention was already known before a patent application — published documents, public use, or prior patents. Used to challenge novelty of patent claims.

📜 Section 2(1)(l), Patents Act, 1970

Comprehensive investigation of a company's IP portfolio before M&A, investment or licensing — assessing ownership, validity, freedom-to-operate, encumbrances and litigation risks.

📜 Standard M&A practice

Customs duty imposed on imported goods priced below their normal value in the exporting country, when such imports cause material injury to domestic industry. Investigated by DGTR in India.

📜 Customs Tariff Act, 1975; WTO Anti-Dumping Agreement

WTO principle requiring equal treatment — trade advantage given to one country must be given to all WTO members. Exceptions exist for FTAs, customs unions, and developing countries.

📜 Article I, GATT; WTO principles

Agreement between two countries establishing terms for private investment by nationals of one country in the other — fair & equitable treatment, expropriation protection, dispute resolution (typically ICSID arbitration).

📜 India Model BIT, 2016

Unforeseeable circumstances beyond parties' control that prevent contract performance — war, pandemic, natural disaster, government action. Excuses non-performance if properly invoked. Must be expressly defined in contract.

📜 Section 56, Indian Contract Act; ICC Force Majeure Clause 2020

Regulatory compliance under the Foreign Exchange Management Act governing foreign investment (FDI/FPI), ECBs, ODI, LRS remittances and cross-border transactions. Contraventions attract penalties under Section 13.

📜 FEMA, 1999; RBI Master Directions