Drafting from Scratch: Notes on Transactional Work at Stellar Advisors

Most contract drafting advice tells you to start with a precedent. At Stellar Advisors, my first significant drafting task was a dealership agreement and an end-user agreement for a BaaS market context, and the instruction was to draft from scratch using industry precedents as reference, not as templates.

That distinction matters more than it sounds.

What drafting from scratch actually means

Working from a precedent you are adapting means your decisions are constrained by someone else’s structure. You are filling in gaps and adjusting language. Working from scratch with precedents as reference means every structural choice is yours: what goes in the representations and warranties, how the termination provisions interact with the liability caps, where the indemnity clause sits relative to the governing law provision.

It is slower. It is also more revealing, because you cannot default to “this is how the precedent did it.” You have to know why.

The cross-border transfer problem

The more technically demanding project was a cross-border business transfer, specifically the assignment of Indian client contracts and IP to a US company, with consideration flowing offshore. The research question was not just whether this was legally permissible, but what the FEMA constraints looked like in practice, whether novation was required for each contract or whether a general assignment would hold, and where the regulatory risk concentrated.

FEMA in a textbook is a framework. FEMA in a live transaction is a series of judgment calls about which rules apply, how they interact, and what the regulator is likely to scrutinise. The research required reading RBI circulars alongside the statute, which is its own skill.

India-entry strategy as a drafting-adjacent exercise

I also drafted an article on India-entry strategies for foreign companies, covering incorporation models, subsidiary structures, and global capability centres. This sits at the edge of legal drafting and regulatory advisory, which is where a lot of transactional corporate work actually lives. The document had to be readable by a non-lawyer audience while remaining legally accurate. That is a different kind of precision than a contract requires.

The takeaway

Four weeks is enough time to get a clear picture of what transactional practice at the advisory end looks like. The work is precise, the stakes are real, and the gap between knowing the law and applying it in a live deal is where the interesting professional development happens. I came away with a sharper instinct for what questions to ask before putting anything on paper.