This Interview has been published by Pragya Chandni and The SuperLawyer Team
Sir, could you please share your journey of becoming a legal practitioner, from your education at the University of Aberdeen to your current position as a partner at Neupane Law Associates?
Like every other lawyer, my journey of becoming a legal practitioner began during my law school. The most helpful experience I had was volunteering as an advisor at the Citizens Advice Scotland. We advised mostly low-income clientele legal matters relating to debt, bankruptcy, consumer, landlord, family problems, etc. Clients in difficult situations needed quick and effective legal help. There I learnt you had to focus on reaching an effective solution for the clients quickly. This learning has stayed with me until now.
At law school, my interest was in commercial law and I enjoyed my elective courses in corporate finance law, corporate insolvency law, and tax law very much.
After graduating, I worked for around 2 years with a renowned senior advocate with extensive tax and commercial practice in Kathmandu. There I gained first-hand experience of Nepali contract, tax, and company laws. I also gained exposure to construction law and arbitration matters.
There were not many lawyers with good international exposure and English language skills in Nepal at the time. Commercial law practice was very small and focused mostly on compliance. Nepal was also recovering from a decade long insurgency and foreign investors were slowly returning back. Due to the market scenario at the time, I started getting contract drafting and foreign investment related matters through my personal contacts and references from other lawyers. Thereafter, I started with my current firm Neupane Law Associates serving my own clients. Currently, we are established as a go-to law firm for corporate and commercial matters in Nepal. Our firm’s practice is ranked Band-1 by Chambers and Tier-1 by Legal 500 in Nepal for a number of years now.
As a leading legal practitioner in Nepal, specializing in corporate, finance, cross-border transactions, and dispute resolution, could you highlight a particularly challenging case or project you’ve worked on recently and share the key strategies you employed?
Nepal is a challenging jurisdiction to work in due to vaguely drafted laws and bureaucratic unpredictability. Our approach is to strictly follow the law, while not being afraid to create new market practices. A rewarding experience for me early on in my career was to advise a consortium of foreign and local lenders as local counsel in the first international project finance transaction in over 20 years for Lower Solu Hydropower Project. Bridging the gap between best international practices and Nepali law was challenging. It created a market precedent that set a practice in other similar transactions. Another highlight of my career has been working as a tax and corporate law expert appointed by the Government of Nepal in the ICSID arbitration filed by Axiata. It was the largest legal dispute in Nepal’s history. It was also a learning experience to see leading international lawyers in action.
Our team has been working in various shareholder and construction disputes currently. They are naturally challenging and complex. In my view, a good lawyer should have the ability to simplify even the most complex issues. Being solution oriented and getting in-depth into the facts of the case are key strategies we employ.
Your expertise spans a wide range of areas such as arbitration, litigation, banking, finance, and M&A. How do you stay updated on the evolving legal landscape in Nepal, especially considering the complexities of cross-border transactions?
Being a transaction and disputes lawyer at the same time is very challenging from a time and knowledge management practice. However, I have found that these practice areas complement each other. I have found that the knowledge and experience gained in transactions can be used during litigation and vice versa. Being a small jurisdiction, many aspects of Nepalese commercial law jurisprudence are still unsettled. Therefore, taking inspiration from what is happening in other jurisdictions is important. Reading good international books and participating in international conferences and seminars has been very helpful in staying updated.
Given your involvement in advising world-renowned companies, including Texmaco, IFC, and Alibaba Group, can you share any unique challenges you’ve encountered while facilitating cross-border transactions between Indian companies and Nepal?
The challenge in Nepal is vaguely drafted laws, unpredictability of government agencies, and lack of established market practice for new and complex transactions. Oftentimes the Nepalese counterparts are also not assisted by an experienced commercial lawyer. Some international clients do not engage a Nepali lawyer at an early stage of the transactions but only do so later. When the client has not taken advice at an early stage, the transaction structure may have to be changed at the documentation stage which becomes a problem and causes delay. Enforceability of Indian seated arbitral awards in Nepal and vice versa has also come up recently as a new challenge due to a recent Supreme Court ruling in the Sangi Brothers case.
You’ve been recognized for your excellent knowledge of Nepali commercial and contractual law. How do you balance staying rooted in local legal nuances while also navigating the complexities of international law, especially in the context of your cross-border transactions?
As a lawyer advising in international matters, I find that you are required to have a good command in both Nepali law and law practices internationally. In-depth recognition of the similarities and differences in the laws of Nepal and of other jurisdictions is key to our legal practice. Like I mentioned earlier, I read good international books and exchange views with lawyers in other jurisdictions to balance these aspects.
Your recent work includes advising on equity investments in hydropower projects and various financings. What trends do you observe in the current landscape of foreign investments in Nepal, particularly in the energy sector?
Equity investments and financings in the hydropower sector for foreign clients have recently been challenging as Nepal has not signed power purchase agreements in US dollars and there is a lot of uncertainty about how to hedge currency risk. The Government of Nepal has come up with various hedging guidelines and regulations, however, foreign investors are yet to be convinced. Also, getting a bankable risk allocation in power purchase agreements and concession agreements has been difficult. Nevertheless, the governments of Nepal and India have entered into an agreement for Nepal to export 10,000 MWs of power to India over the next 10 years. This will open the door for Indian sponsors to sell power from Nepal to India and obtain financing from Indian banks.
Could you shed light on your role in defending lawsuits filed against Nissan Motors by distributors? How do you approach representing clients in the automotive sector, and what unique legal challenges arise in such cases?
We have been recently involved in a couple of cases of similar nature involving Nissan Motors, Royal Enfield, Preet Tractors and others. In my view, the key to avoiding disputes or having an upper hand when there is one is to have a well drafted distribution agreement and fully complying with the contract provisions and laws during termination. Nepalese courts can grant stay orders if contract terms are ambiguous and if the termination can be seen as unlawful due to non-compliance with contract provisions. This can be very risky and is best avoided.
Lastly, what advice would you give to law graduates aspiring to make a mark in corporate law, especially those interested in practicing in Nepal or dealing with cross-border transactions?
Law graduates should recognize that what they learn in law school is not enough for legal practice. They should extensively read judicial precedents in the practice areas of their interest and international books to stay updated. They should also recognize that the law in theory and the law applied in practice might differ. They should become more commercially aware and solution oriented.
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