“M&A transactions provide an opportunity to rearrange and/or review and revise the business strategy to make business more agile, strong, reachable, relevant, risk proof and robust”- Vikramsinh Yadav, Legal Head -Business Partner for Bayer Pharma

This Interview has been published by Pragya Chandni and The SuperLawyer Team

Can you walk us through your journey from being an Advocate at the High Court of Mumbai to your current role as Legal Head at Bayer? How did your previous experiences shape your path in the legal field?

In the year 1999 summer I came to Mumbai from my village in Sangli district in Maharashtra, after having not so good results in 12th Science. I graduated in Science from Mumbai University in 2002 and became a law student. There I found my striving and secured a first class in LLB with scholarship in jurisprudence. During my law graduation, I was active in moot court and debate competitions and secured State Level Best Advocate award as well as special appreciation in National level moot court competition. Our team was felicitated at the hands of ex Chief Justice of India Shree Rajendra Babu. With dreamy eyes and strong desire to make my name in the legal fraternity, I joined the legal profession as an Advocate in Bombay High Court in August 2005. My journey began under the guidance of well-known Criminal Lawyer Late Shree Shyamkumar Marwadi and Senior Counsel Shree Ashok Mundargi. I got an opportunity to work in famous as well complicated criminal litigations including chinkara poaching case against Bollywood celebrities, Anticorruption case against well-known encounter specialist, MPSC scam etc. During this stint I also completed my LLM from Mumbai University with flying colours. Additional benefit from the LLM course was to secure hostel accommodation in University Hostels at Church gate.    

Since my early practice days, I was conscious to be an independent lawyer and not to limit my growth as a small plant under the shadow of a big tree. So I resumed my independent practice as a criminal and civil lawyer in Bombay High Court. I got ample opportunities of conducting complex criminal trials including murder, cheating, rape as well as CBI prosecutions in the Sessions Court of Bombay & sub-urbs (Thane, Kalyan). I feel proud to say that all the trials were successful. 

I was also acting as a senior law retainer with well-known real estate law firm Kishore Thakordas & Company, which provided me an opportunity to work on complex real estate litigations related to real estate development projects, property succession as well as land encroachment litigations.   

In 2013-14, I felt an urge to join a law firm to know the legal business with big corporate houses, and I joined PDS & Associates (now Agrud Partners) as a Senior Associate. There I got access to big corporate clients with an opportunity to handle their cases including arbitrations and commercial contractual disputes as well as criminal litigations. In 2016, I got an opportunity to lead the litigation team of a highly reputed banking law firm SNG & Partners. In the same year Insolvency & Bankruptcy Code was notified. So I got engrossed in handling banking as well as insolvency litigations including the matters against Reliance Communications, ABG Shipyard etc. In the meantime, I also became an A-Panel Counsel for the Mumbai Municipal Corporation and Panvel Municipal Corporation in Bombay High Court as well as National Company Law Tribunal. During my illustrious journey in the Bombay High Court. 

In my 13 years of journey as an Advocate I represented several reputed clients such as Hindustan Unilever Limited, Bunge India Private Limited, Monsanto Limited, Britannia Limited, Bank of America, Standard Chartered Bank, Barclays Bank, HSBC, HDFC, State Bank of India, Angel Broking Company, late Shree Irfan Khan, Essel Entertainment etc.  

During all these years I developed a curiosity to know & understand the business of big corporate houses from inside. That made me grab an opportunity to join Siemens Ltd as a Senior Legal Counsel in 2018. It was the beginning of my journey as an in-house counsel. It was a huge legal team of around 30 colleagues. All the colleagues in Siemens including my mentors and seniors Brotin Das, Saugata Chakravarty & lastly Hanno Kunkel shaped me as an in-house counsel. They gave me ample scope to act on diverse matters independently including several high stake litigations as well as core issues related to compliance and corporate governance. Every year in Siemens, I was rewarded with performance awards and recognitions.                                               

During the pandemic when the world was standing still, I received an opportunity to join Bayer Group as a Litigation Head and it was a shift from project-infra business to product centric business. In Bayer I worked on illustrious as well as voluminous litigations. In the last year I became a Legal Head Business Partner for Pharmaceutical, Consumer Health and Radiology Business. 

As an in house counsel, my experiences during advocacy days were always handy and helpful in providing quick resolutions and facilitating effective decisions. Apart from functional expertise, the diverse experience as an Advocate helps to understand the root cause of the issue referred to and to suggest appropriate mitigating measures within a legally compliant framework. This makes business partnering authentic as well as agile. 

With your extensive background in handling various types of litigation, could you share with us a particularly challenging legal case you’ve encountered in your career? How did you approach it, and what were the key strategies you employed to achieve a successful outcome?

There were several such challenging cases I have encountered in my journey as an Advocate and in-house counsel. However, to make it more relevant and recent I would cite a litigation related to Competition law. It was a case that began with a commercial dispute between an aggressive group of licensees who got access to the innovative technology of our Company. In India, as we know, the patent regime is access and benefit centric, having inclination towards the working of technology for the benefit of the people at affordable means. This leads to the clash amongst the generics and innovators. In the field of agriculture, especially GM seeds, it is more complex and highly regulated. 

So these licensees challenged the innovator’s royalty and technology fees, and approached competition regulating authorities (the then MRTP and now CCI) alleging abuse of dominance, excessive pricing & discrimination referring to the contractual terms. Simultaneously, the commercial dispute went through arbitration where the Company succeeded against the licensees who then appealed against the award. Meanwhile, a challenge was posed against the patentability of technologically modified seeds, confusing the technology in seeds where seeds being carrier of it with seeds being part of a plant. Governmental authorities also joined the licenses in an antitrust complaint. My vigilant predecessors & colleagues did also challenge the jurisdiction of CCI in dealing with commercial contractual disputes over a patented product, since the Competition Act and the Patent Act are complete codes distinct and independent of each other. We worked as a team in the litigation and successfully contested not only the arbitration but also the jurisdictional challenge. Whilst commercial dispute as well as patent validity proceeding got amicably settled with the group of licensees, the CCI proceeding remained. Last year, Delhi High Court passed quite an interesting judgment ousting CCI’s jurisdiction in matters related to the Patents Act.                                        

We, as a team, worked on this matter firstly to separate the commercial dispute from the clutches of the Competition law and successfully seal the settlement with the licensees. That minimised the aggrieved stakeholders involved in the dispute. As well as it reduced other connected proceedings such as arbitration as well as patent validity. Only proceeding then remaining was with the Competition Commission. Under the expert guidance of the eminent Senior Advocate, Dr. Singhvi, we concentrated on the jurisdictional challenge before Delhi High Court. And, in the last June we were pleasantly surprised with a favourable judgment of Delhi High Court ousting CCI’s jurisdiction over the matters governed under patent laws of India. Of course the judgment has now been challenged in the Hon’ble Supreme Court and is pending sub-judice. When there are complex issues with multiple laws, we need to find out the ways to minimize the complexity by separating and resolving the disputes having potential of being settled amicably. So that we can concentrate on highly complex core issues involving questions of law. That helps in focussing our efforts and resources. 

Keeping internal stakeholders engaged and informed on several stages of the litigation is also utmost necessary in securing their support and trust. It boosts confidence and strengthens your efforts to successfully implement the strategy.           

Transitioning from being a Litigation Head to a Legal Head Business Partner at Bayer signifies a shift from a more adversarial role to a collaborative one. What adjustments did you have to make in your approach when moving into this new position?

Certainly it is a significant shift. As a generic business partner one needs to have a broad as well as detailed picture in mind while formulating a strategy. As a litigation head more focus is on utilizing specialised skill to understand the dispute and mitigate it in a timely manner so that the ends will be favourable. Whereas being Legal Head Business Partner requires to have a generic perspective, which needs to be close to the business, management, compliance as well as other cross functional teams. More collaborative and strategic mindset is essential for effective business partnering. Fortunately, my senior colleagues in the legal team Nabeel Saleem and Devdas Baliga were always keen to involve me in several other challenging topics requiring a generalist mind-set apart from my litigation portfolio. That also is helping me in gelling well with this new responsibility.    

As the Legal Head at Bayer, you’re tasked with managing corporate advisory functions and leading legal teams across different sectors. How do you ensure legal integrity and compliance while also fostering innovation and growth within the organization?

As a leading legal business partner for pharmaceuticals, consumer health & radiology business, one needs to be aware of changing legal framework whether pharma Codes, price regulations, incidental compliances, D&C Act and Rules, Clinical Trials and GMP related provisions. As a legal team, we collaboratively work on understanding these changes and identifying its impact and relevance for our business. Then we work on communicating these changes and updates along with simplified implementation strategies with our business and cross functional stakeholders. We do conduct several informative sessions within the legal team as well as business. Ours is democratic function which believes in sharing of ideas and trying to work innovatively. As a legal function, we keep mapping and reviewing our activities and many times empower colleagues in business also to take their decisions on their own. Digitalisation helps us in being agile and efficient in serving business. Our organization works with the mind-set of Dynamic Shared Ownership (DSO) with a key focus on core mission and measured goals with defined outcomes in 90 days cycle.               

Given your involvement in M&A transactions, what are some key legal considerations that you believe are crucial for ensuring a smooth and successful merger or acquisition?

M&A transactions provide an opportunity to rearrange and/or review and revise the business strategy to make business more agile, strong, reachable, relevant, risk proof and robust. For smooth & successful merger or acquisition, clarity of purpose is at the core. With a holistic view we should be able to visualise the entire picture of the transaction. Accordingly, we have to map all the necessary activities from due diligence, necessary regulatory intimations and permissions, effect of FDI policies wherever relevant, effect on competition, Tax implications, corporate compliances, people integration etc. All the functions including tax, accounts, finance, communication, regulatory, quality, HR, SCM, marketing led by senior management and legal play a vital role in these transactions. `By nature, these are marathon transactions with long duration having internal, external and governmental stakeholders involved in it. Hence, planning in advance and securing consensus of all the stakeholders at every stage is essential. External as well as internal communication plays a big role in smooth implementation of M&A transactions. 

Could you share some insights into how you navigate complex legal landscapes and deliver strategic dispute resolutions? What are some essential skills or approaches you rely on in these situations?

Most of the disputes have inherent potential of pre-litigation amicable resolution. However, it is essential to be in contact with business to identify early signs of any possible dispute. If there are such inputs, as a litigation strategist, we prepare scenario analysis along with mapping of relevant substantive as well as procedural legal provisions and accordingly we guide business with a strategy. Preliminary focus is always on preventing litigation and securing amicable resolution. Eye for details, understanding of business and implication of dispute on it, interpretation of legal provisions and close familiarity with the practical side of the dispute resolution process whether it is the knowledge of courts procedures and practices or connection with external counsels play a vital role in handling dispute resolution. In some disputes such as possible patent or trademark infringement or bank guarantee invocation, we should be agile and aggressive in taking urgent measures to stop possible damage. Whereas in contractual disputes steps to be taken without having any adverse effect on the business, especially in project business.     

Throughout your career, you’ve worked with notable companies such as Siemens and now Bayer. What do you think sets apart effective legal counsel in the corporate world, particularly in industries like pharmaceuticals and consumer health?

As I mentioned earlier, understanding of business, becoming familiar with business language, expectations and needs, having connections with cross functional colleagues and access to the external peers in the industry including external counsels makes the legal Counsel effective in the corporate world. Effective communication at each level plays a key role. It requires conscious and consistent efforts. Needless to mention that these are essential qualities apart from the functional knowledge and expertise in respective core laws and legal aspects applicable to respective business.     

Drawing from your own experiences and the challenges you’ve overcome, what advice would you offer to law graduates who aspire to pursue a career similar to yours?

I am still in the process of learning and achieving the ultimate expertise in this field, however, I would like to share that law graduates aspiring to pursue such a career should keep their focus on expanding their understanding of laws governing diverse aspects (including substantive and procedural). They should gain real time experience of courts whether original or appellate, civil corporate or criminal to know their own strivings. Accordingly, they can choose the field of their interest and keep sharpening and shaping it consistently. Ability to learn, unlearn and relearn and communicate the same and becoming able to implement it is crucial for any lawyer.      

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