DADISSENT ADVISORY

Dissent Legal  ·  Legal Counsel  ·  Advisory  ·  Disputes  ·  Drafting  ·  IP

Counsel.
Not just contracts.

CA-LED LEGAL DRAFTING · INDIAN LAW · DIVINITUS ADVISORS LLP

A commercial dispute. A deal gone sideways. A regulatory question with no clean answer. A contract that needs to actually protect you. Dissent Legal is a management consulting practice with lawyers.We think about the problem first — the document, if it's needed, comes out the other end.

Dissent Legal is run by qualified advocates and legal practitioners. Services are provided under applicable Bar Council and professional rules. This page does not constitute legal advice on any specific matter.

01 · How We Think About Legal

The problem first.
The document after.

Dissent Legal is run by qualified lawyers — and backed by CAs. That combination is rarer than it sounds. Most law firms draft what you ask.Most CA firms don't draft at all. We do both — legal enforceability and commercial accuracy, in the same document, from the same team.

Every clause is reviewed for its legal, financial, and tax consequence. The accounting treatment of an indemnity, the capital gains implication of a share transfer clause, the GST trigger in a service agreement — these are things a lawyer alone may miss. Our team doesn't.

How most legal mandates begin
"I need an NDA." "Can you draft an SHA?" The document is the brief. The underlying problem is never asked about.
How we begin every mandate
"What are you trying to protect?" "What happens if this goes wrong?" "What's the commercial outcome you need?" The document comes after.
A law firm's approach to disputes
File first. Negotiate later. Legal strategy is driven by procedure, not by the commercial cost of being right versus being done.
Dissent Legal's approach
Disputes are a business problem before they are a legal one. We advise on cost, risk, and outcome — then decide the right instrument: notice, negotiation, arbitration, or referral.
What legal advisory usually means
An opinion on the legal position. In isolation from the financial, regulatory, and operational reality of the business.
What it means here
Legal strategy that accounts for tax consequence, accounting treatment, regulatory exposure, and commercial outcome. Management consulting. With lawyers.
What you usually get
Boilerplate indemnities. Standard force majeure. Liquidated damages nobody has thought about. Dispute resolution you'll never use.
What we deliver
Clauses written for the specific deal. Indemnity caps that reflect actual exposure. Force majeure carve-outs that hold. Governing law chosen deliberately.
The gap most firms have
Either legal precision without financial literacy — or financial expertise without the ability to draft enforceable documents. Rarely both.
The Dissent structure
Lawyers run the practice. CAs review every clause for its P&L, tax, and balance sheet consequence. Two disciplines. One document.

02 · What We Draft

Every document
your business needs.

From a standard bilateral NDA to the full transaction document set for a Series B, trademark assignments, and settlement agreements. Below is the complete catalogue. If it isn't listed and you need it — ask.

Confidentiality & Non-disclosure
Bilateral NDATri-party NDAUnilateral NDANon-circumvention AgreementInformation Barrier AgreementConfidentiality Deed
Transaction Documents
Shareholders' Agreement (SHA)Share Purchase Agreement (SPA)Investment AgreementTerm SheetShare Subscription AgreementConvertible Note AgreementSAFE AgreementRight of First Refusal (ROFR)Tag-along / Drag-alongAnti-dilution ProvisionsBoard ResolutionsClosing Checklist
Commercial Agreements
Master Service Agreement (MSA)Service Level Agreement (SLA)Statement of Work (SoW)Vendor AgreementDistributor AgreementReseller AgreementAgency AgreementPartnership AgreementJoint Venture AgreementFranchise Agreement
Employment & Equity
ESOP Agreement & PlanEmployment AgreementOffer LetterNon-compete AgreementConsultant AgreementFreelancer / Contractor AgreementIP Assignment AgreementSeverance Agreement
Debt & Lending
Loan AgreementGuarantee AgreementPledge AgreementHypothecation DeedPromissory NoteFacility AgreementIntercreditor Agreement
Advisory & Engagement
Retainer AgreementAdvisory Board AgreementEngagement LetterLetter of Intent (LOI)MOU / Memorandum of UnderstandingTerm Sheet (Non-binding)
Intellectual Property
Trademark Assignment AgreementIP Licensing AgreementIP Assignment AgreementCopyright AssignmentTrademark Coexistence AgreementSoftware Licence AgreementTechnology Transfer AgreementTrade Secret & Confidentiality FrameworkIP Due Diligence Checklist
Disputes & Resolution
Legal NoticeDemand NoticeSettlement AgreementDeed of ReleaseSection 138 Notice (NI Act)Cease & Desist LetterReply to Legal NoticeArbitration ClauseStatement of Claim (Arbitration)Statement of Defence (Arbitration)Non-Disparagement Agreement

03 · Our Practices

Six practice
areas.

Advisory and consulting are how we think. Disputes, drafting, retainers, and IP are the tools we use. In that order.

01
Legal
Advisory
Specific question · One-off engagement

For specific legal questions — not "draft me a contract" but "what does this clause mean for us?" or "how should we structure this to minimise exposure?" We provide written opinions and structured guidance on commercial legal questions that sit at the intersection of finance, tax, and law.

Contract review — clause-by-clause analysis with risk flags and commercial commentary
Deal structure opinions — how to structure a transaction for commercial and tax efficiency
Clause-specific guidance — what a specific provision means and what it costs you
Regulatory interpretation — FEMA, SEBI, Companies Act 2013, DPDP Act 2023
Written opinion note delivered within agreed timeline
02
Legal
Consulting
Project-based · Defined outcome

For ongoing projects — a transaction that produces 10 documents, a policy review that spans 6 months, a compliance programme that cuts across legal and regulatory work. We engage as the primary legal partner on the project, coordinating with specialist counsel where required.

Transaction legal support — the full document set for an M&A deal or fundraise
Contract policy build — standardised templates and playbooks for commercial agreements
Regulatory compliance projects — FEMA structuring, DPDP Act readiness, SEBI filings
Legal documentation audits — reviewing existing contracts for risk and inconsistency
03
Disputes &
Pre-litigation
Notices · Arbitration · Settlement

Most disputes are resolved — or should be resolved — before they reach a courtroom. We handle everything before the litigation stage: notices, demands, negotiation, and arbitration. When a matter does proceed to court, we coordinate with our empanelled litigation counsel and remain involved throughout.

Legal notices and demand notices — drafted with the correct legal basis, sent through the right channel, within limitation
Section 138 notices — Negotiable Instruments Act cheque dishonour proceedings, from statutory notice to compounding
Cease and desist letters — IP infringement, contract breach, defamation, and unlawful competition
Responding to legal notices — reviewing, advising on the legal position, and drafting considered replies
Settlement negotiations — structuring settlements that resolve disputes cleanly, completely, and without residual risk
Settlement agreements and deeds of release — binding closure of commercial, employment, and IP disputes
Arbitration support — drafting arbitration clauses, initiating proceedings, preparing statements of claim and defence under the Arbitration & Conciliation Act 1996
Employment disputes — advisory on wrongful termination, non-compete enforcement, and POSH Act matters

Dissent Legal handles pre-litigation advisory and documentation. Court appearances and formal litigation proceedings are conducted by our empanelled litigation counsel in coordination with our team.

04
Legal
Retainer
Monthly · Ongoing access

For companies that need legal support as a standing function — not one contract a quarter, but continuous commercial-legal coverage. A retainer gives you a named point of contact who knows your business, your existing agreements, and your commercial context — before every conversation.

Named advisor — one person who knows your business, not a rotating team
Monthly document allowance — included drafts and reviews at agreed scope
Priority response — all queries responded to within one working day
Annual contract audit — full review of your existing agreements every 12 months
Essential
Up to 3 documents/month. Advisory queries included. For early-stage companies needing legal coverage without a full-time hire.
Monthly · Rolling
Growth
Up to 6 documents/month. Full advisory access. Priority response. Quarterly legal review. For companies in active commercial scale.
Monthly · Quarterly review
Transaction
Unlimited scope. Dedicated resource during deal period. For companies in active M&A, fundraise, or regulatory engagement.
Engagement-based · Custom
05
Contract
Drafting
Supporting capability · When the advice needs a document

When the advisory leads to a document — which it often does — we draft it ourselves. No handoff to a separate team. The same lawyer who gave you the advice writes the clause. Every draft goes through three lenses: legal enforceability, commercial accuracy, and financial/tax consequence. Template-free. Instruction-led.

Brief call — 30 minutes to understand the deal, the parties, and the outcome you need
First draft delivered within agreed timeline — structured, not template-filled
One revision round included — commercial changes, not just language edits
Final document delivered with a brief note on clauses that carry commercial risk
Executed copies filed and stored for future reference where requested
06
Intellectual
Property
Registration · Assignment · Protection

Your brand, your software, your creative work, and your proprietary processes are assets. They need to be registered, assigned correctly, and protectedbefore someone else does it first — or before a transaction exposes that they weren't. We handle the full IP lifecycle for Indian businesses.

Trademark search — comprehensive clearance search before filing to identify conflicts and assess registrability across classes
Trademark application — word marks, logo marks, and combined marks filed under the Trade Marks Act 1999 (Nice Classification)
Trademark objection responses — drafting and filing replies to examination reports from the Trade Marks Registry
Trademark renewal, watch, and portfolio management
Copyright registration — literary, artistic, software, and musical works under the Copyright Act 1957
IP assignment and licensing agreements — transferring or monetising IP correctly, completely, and with the right carve-outs
Trade secret protection — confidentiality frameworks, access controls, and protective agreements
IP due diligence in transactions — ownership verification, encumbrance review, and transferability assessment in M&A and fundraises

04 · Process

One discipline.
Every mandate.

Every matter follows the same discipline — whether it ends in advice, a document, or a referral to litigation counsel.

Step 01
Brief
30-minute call or written brief. We learn the deal — who the parties are, what the commercial outcome needs to be, what's already been agreed, and where the risk sits. We don't draft without understanding the transaction.
Step 02
Draft
First draft from first principles. No templates. Every clause reviewed for legal enforceability, commercial accuracy, and financial/tax consequence before it is written. Delivered within agreed timeline.
Step 03
Review
One revision round — not a language edit, a commercial review. We revisit the deal logic, check the draft against what was briefed, and walk you through any clauses that carry residual risk.
Step 04
Resolve
Advice, document, settlement, or referral — whatever the mandate requires. Accompanied by a clear note on residual risk, open questions, and next steps. We don't close a file without telling you what to watch for.

05 · Indian Law

Drafted for
Indian reality.

Every jurisdiction has its own peculiarities. Indian commercial law is no different — and most template-based drafting misses them entirely. We draft for Indian governing law, Indian courts, and Indian regulatory frameworks. Not adapted from English or US precedent.

Companies Act 2013
Corporate governance, share transfers, board obligations, related-party transactions, and NCLT procedures.
FEMA 1999
Foreign investment structures, ECB, share transfers to non-residents, compounding obligations, and RBI reporting.
SEBI Regulations
Listed company obligations, UPSI, insider trading, takeover code, and disclosure requirements for relevant entities.
Income Tax Act 1961
Capital gains structuring, Section 56(2), ESOP tax treatment, TDS on contracts, and treaty considerations.
DPDP Act 2023
Data principal obligations, consent frameworks, cross-border data transfer, and processor agreement requirements.
Indian Contract Act 1872
Offer, acceptance, consideration, enforceability of restraint-of-trade clauses, and limitation for contract claims.

Talk to us
about your contract.

Tell us what you need. One document or an ongoing relationship — we'll come back within 1 working day with how we'd approach it.

What do you need?
NDASHA / SPAMSA / SLAESOP AgreementEmployment AgreementVendor ContractTerm SheetLoan AgreementRetainerTrademark / IPLegal Notice / DisputeSomething else

Dissent Legal is run by qualified advocates and legal practitioners, working within applicable Bar Council and professional rules. Litigation and court appearances are referred to our empanelled counsel network.

Response within 1 working day. Every enquiry reviewed by a practitioner.

© 2025 Divinitus Advisors LLP. All rights reserved.

This publication (www.dissent.one) is made available by Divinitus Advisors LLP for informational purposes only and is intended, but not promised or guaranteed, to be correct, complete, and up-to-date. Divinitus Advisors LLP does not warrant that the information contained on this knowledge site is accurate or complete, and hereby disclaims any and all liability to any person for any loss or damage caused by errors or omissions, whether such errors or omissions result from negligence, accident or any other cause. This knowledge site is not intended to be a source of advertising or solicitation and the contents of the knowledge site should not be construed as legal advice. Furthermore, the owner of this knowledge site does not wish to represent anyone desiring representation based solely upon viewing this knowledge site or in a country/state where this knowledge site fails to comply with all laws and ethical rules of that state. All rights reserved.