Leadership – Legal & Company Secretary (Bengaluru)

Leadership – Legal & Company Secretary (Bengaluru)

13 Nov
|
Sigmoid
|
Bengaluru

13 Nov

Sigmoid

Bengaluru

Location: Bengaluru

Geographical Scope: India, with exposure to US compliance

Reports to: VP Finance

Experience: 10–18 years

Industry: IT Services / Technology

Job Summary:

We are seeking an experienced Legal & Company Secretarial professional to lead corporate legal matters, commercial contracting, regulatory compliance, and corporate governance for our India entity, with oversight of relevant US compliance aspects for group operations. The ideal candidate will have strong expertise in corporate and commercial law, contract drafting and negotiation, legal risk management, dispute resolution, and regulatory compliance. The role requires a business-oriented legal professional who can partner with leadership and cross-functional stakeholders to mitigate legal risks, facilitate business transactions, and establish robust legal and governance frameworks.

The position will also be responsible for statutory compliance, Board and shareholder governance, corporate records, entity management, and supporting fundraising, M&A;, and investor-related activities.

Key Responsibilities:

1. Corporate Legal & Commercial Contracts

● Draft, review, negotiate, and manage a wide range of commercial and corporate agreements, including Master Service Agreements (MSAs), Statements of Work (SOWs), customer contracts, vendor agreements, partnership agreements, subcontracting arrangements, and licensing agreements.

● Review contractual terms relating to indemnities, limitation of liability, warranties, service levels, payment terms, termination, confidentiality, intellectual property, dispute resolution, and governing law.

● Identify contractual risks and recommend appropriate mitigation measures while balancing legal protection with commercial requirements.

● Partner with Sales, Business Development, Procurement, Finance, HR, Delivery, and other business teams to facilitate contract negotiations and enable timely deal closures.

● Establish and maintain standard contract templates, clause libraries, negotiation playbooks, approval matrices, and contract management processes.

● Review and advise on NDAs, MOUs, strategic partnerships, consortium arrangements, and other business agreements.

● Provide legal inputs on customer escalations, contractual breaches, service-level disputes, change requests, renewals, and termination-related matters.

● Maintain a centralized repository of contracts, legal documents, obligations, renewal dates, and key contractual commitments.

2. Corporate Legal Advisory & Risk Management

● Provide legal advice to leadership and business stakeholders on corporate, commercial, contractual, and regulatory matters.

● Interpret applicable laws and regulations and translate legal requirements into practical business recommendations.

● Identify, assess, and mitigate legal risks arising from business operations, customer engagements, vendor relationships, partnerships, and international transactions.

● Advise on corporate structuring, business arrangements, intercompany transactions, and legal implications of new business initiatives.

● Review and support policies, internal guidelines, and governance frameworks to ensure legal compliance and consistency across the organization.

● Coordinate with external legal counsel on complex legal opinions, regulatory matters, and specialized legal requirements.

● Support internal stakeholders in evaluating legal implications of current products, service offerings, business models, and strategic initiatives.

3. Litigation, Dispute Resolution & External Counsel Management

● Manage and coordinate legal notices, contractual disputes,



claims, litigation, arbitration, and other contentious matters in consultation with external counsel.

● Advise stakeholders on dispute resolution strategies, settlement options, contractual remedies, and potential legal exposure.

● Coordinate responses to legal notices, claims, and regulatory communications.

● Manage external law firms and legal advisors, including engagement scope, deliverables, timelines, and costs.

● Maintain a tracker of ongoing legal matters, associated risks, and key milestones, providing periodic updates to leadership.

● Support the development of preventive measures to minimize recurring disputes and contractual risks.

4. Intellectual Property, Data Privacy & Technology Law

● Review and advise on intellectual property ownership, licensing, assignment, confidentiality, and protection provisions in customer, employee, vendor, and partnership agreements.

● Support the protection of proprietary technology, software, source code, business processes, trademarks, and other intellectual property assets.

● Review contractual provisions relating to data protection, privacy, information security, data processing, cross-border data transfers, and confidentiality.

● Coordinate with internal Information Security, HR, Technology, and business teams to address contractual and legal obligations relating to data privacy and security.

● Support compliance with applicable data protection and privacy laws, including relevant Indian requirements and GDPR where applicable.

● Advise on legal implications of technology-enabled services, software licensing, AI-related contractual obligations, and third-party technology arrangements, as relevant.

5. Regulatory Compliance & Cross-Border Legal Support

● Ensure compliance with applicable Indian laws and regulations relevant to the organization's corporate structure and business operations.

● Monitor regulatory developments and assess their impact on business activities, contractual obligations, and internal processes.

● Support FEMA, Foreign Direct Investment (FDI), Overseas Direct Investment (ODI), and other cross-border compliance requirements in coordination with Finance and external advisors.

● Review and coordinate legal documentation for international customer, vendor, and intercompany arrangements.

● Support US corporate compliance, subsidiary governance, and related documentation in coordination with US legal and tax advisors.

● Coordinate with external counsel on jurisdiction-specific legal requirements, regulatory filings, and cross-border transactions.

6. Corporate Governance & Secretarial Compliance – India

● Ensure compliance with the Companies Act, 2013, and applicable MCA, SEBI, RBI, and other regulatory requirements, as relevant to the organization.

● Organize and coordinate Board and shareholder meetings, including preparation of agendas, notices, resolutions, minutes, and supporting documentation.

● Maintain statutory registers, corporate records, annual returns, and other prescribed documentation.

● Oversee ROC filings, including applicable forms such as MGT and AOC, and ensure timely completion of statutory requirements.

● Manage incorporation, closure, restructuring,



and other corporate actions relating to entities and subsidiaries.

● Liaise with auditors, external Company Secretaries, legal counsel, and regulatory authorities on corporate governance and statutory compliance matters.

7. US Corporate Governance & Compliance

● Assist with Delaware C-Corporation governance, where applicable, including Board consents, stock ledger maintenance, and coordination of 409A valuations.

● Coordinate with US legal and tax advisors on SEC, IRS, and state-level filing requirements, including Form D and franchise tax obligations, where applicable.

● Support intercompany agreements, subsidiary documentation, and cross-border corporate records.

● Maintain working knowledge of US subsidiary management, annual reporting, EIN-related documentation, and relevant internal control practices. 8. Fundraising, M&A; & Investor Relations Support

● Manage secretarial compliance and corporate documentation for equity and debt fundraising activities.

● Support due diligence, cap table management, shareholder agreements, and execution of transaction-related documentation.

● Review and coordinate legal documentation for investments, acquisitions, divestitures, and restructuring activities.

● Support Board updates, resolutions, statutory filings, and corporate actions associated with fundraising and M&A.;

● Coordinate with Finance, leadership, investors, and external legal advisors to ensure appropriate documentation and governance throughout transactions. 9. ESOP, Entity Management & Internal Governance

● Manage ESOP administration, including grant documentation, exercise tracking, relevant approvals, and statutory filings.

● Maintain group entity structure documentation and corporate records.

● Support internal audits and due diligence exercises by ensuring the availability and accuracy of legal and secretarial documentation.

● Establish appropriate documentation, compliance trackers, and governance processes across group entities.

Qualifications & Experience

● Member of the Institute of Company Secretaries of India (ICSI) is a plus.

● LLB qualification is preferred, with demonstrated expertise in corporate legal and commercial matters.

● 10–18 years of relevant experience across corporate legal, commercial contracts, compliance, and Company Secretarial responsibilities.

- Leading a team experience is required

● Strong experience in drafting, reviewing, and negotiating complex commercial agreements, preferably in IT services, technology, SaaS, or multinational organizations. ● Demonstrated experience in legal risk assessment, dispute resolution, external counsel management, and business-facing legal advisory.

● Strong understanding of the Companies Act, 2013, corporate governance, and applicable Indian regulatory requirements.

● Exposure to US corporate governance, cross-border structuring, subsidiary management, and international contracting is an advantage.

Desirable Attributes :

● Experience working with technology services organizations, global clients, and multinational group entities.

● Exposure to fundraising, M&A;, investor-related documentation, and transaction due diligence.

● Strong commercial judgment and the ability to balance legal risk with business priorities.

● Excellent drafting, negotiation, analytical, communication, and stakeholder management skills.

● Ability to work independently, manage multiple priorities, and engage effectively with senior leadership.

● Proactive, detail-oriented, and comfortable operating in a growing, fast-paced organization

📌 Leadership – Legal & Company Secretary (Bengaluru)
🏢 Sigmoid
📍 Bengaluru

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