This interview has been published by Anshi Mudgal and The SuperLawyer Team
You completed your law degree from National Law School of India University, Bangalore and received various awards and accolades, what were the instances that made you pursue a career in law?
I think my decision to pursue law as a career was influenced by two distinct phases in my life. The first phase was before I joined NLSIU, Bangalore. I was an avid reader and enjoyed the works of Erle Stanley Gardener and Henry Denker. The former created Perry Mason who was an excellent criminal defense attorney and the latter combined law and medicine in his books which appealed to my background as a science student. The second phase was after I joined NLSIU, Bangalore. NLSIU, Bangalore was a nascent institution at that time but the structure that had been put in place ensured that I truly appreciated the intricacies of law. NLSIU, Bangalore had a superb Director in the late Dr. N. R. Madhava Menon, who all of us students admired, a dedicated group of teachers, an excellent student pool and extremely supportive staff. The curriculum of NLSIU, Bangalore was rigorous. It was based on the trimester system. Each trimester had 4 subjects. For each subject a project had to be submitted. There were also two sets of exams and a viva voce for each project. Attendance was also marked and anyone with less than 75% attendance could not sit for the final exam. This challenging curriculum made me appreciate the various laws and the intricacies involved. Initially my performance was average but in the 3rd year when the subjects were all legal, I flourished and my cumulative grade point average rose. I fully appreciated that law was about problem solving with regard to which my science background helped immensely. This convinced me that law was a sound career option.
You have completed your master’s degree from the University of Cambridge, United Kingdom where you specialised in subjects such as International Banking and Financial Law, Corporate Finance, International Commercial Litigation and Jurisprudence. What piqued your interest in Corporate and Commercial Laws as a specialisation?
My interest in corporate and commercial laws was piqued during my first job at Amarchand & Mangaldas. I was recruited from campus by the erstwhile Amarchand & Mangaldas to work in Mumbai. I was assigned to the team of Mr. M. P. Bharucha and Mrs. Alka Bharucha. At that time, I was completely green on the practice of corporate and commercial law and made some embarrassing mistakes at the start. Mr. and Mrs. Bharucha were excellent seniors and mentors who provided superlative advice and guidance which helped me appreciate the nuances of corporate and commercial law. Also, their practice was not specialised so I was exposed to different kinds of matters. As time went by, I got to work on more and more complex matters. Amarchand was the premier law firm of the time and as a result there was no dearth of such transactions. I worked for 6 years at Amarchand and in the end I had an abiding interest in corporate and commercial law. Therefore, it was natural to choose corporate and commercial law as a specialisation at University of Cambridge, UK (“Cambridge”). At this point I must mention what my experience at Cambridge was like. Cambridge is one of the premier institutes of learning in the world. I did my Masters in Law or LL.M at Cambridge. Students from different nationalities come to Cambridge each year making it a melting pot of cultures and backgrounds. Cambridge also exudes a sense of learning by fostering the growth of knowledge. A Masters at Cambridge focusses on self-study. Classes are few although taken by giants in their field. A Masters student is expected to spend the rest of his or her time studying on their own. At the end of the course period examinations are held which are difficult. If you want to broaden your mind by being exposed to a different approach to education than institutes like Cambridge are for you. The only factors you need to keep in mind are the challenges in getting admission and the costs.
You have worked with various law firms and advised domestic as well as international clients with issues relating to corporate and commercial laws. What has been the most interesting issue you have faced and how did you resolve that issue?
This is a difficult question to answer. In my experience, every matter you work on throws up interesting issues. Of the many issues I have had to grapple with, a few come to mind. The enforceability of pre-emption rights and put and call options in a shareholders agreement or joint venture agreement, the enforceability of notice periods in employment contracts given the legal restrictions on restraint of trade, whether the indemnity provisions in the Indian Contract Act, 1872 are a complete code, the relationship between indemnity and damages, the distinction between representations and warranties, the effect of imperfections in the procedure followed under SARFAESI on the ultimate sale of the secured asset and finally, stamp duty on documents executed outside a state when brought into a state and effect of non-payment of stamp duty. These issues aside, I think my most memorable experience with a prickly issue happened when I was at Lakshmikumaran & Sridharan (“L&S”). The question was whether a subsidiary company would include a limited liability partnership (“LLP”) for the purposes of the Companies Act, 2013. The definition of a subsidiary company provides that the expression “company” in the definition includes any body corporate. The definition of “body corporate” is an inclusive definition and includes a company incorporated outside India. These two definitions did not provide any clarity on the issue before us. I then sat down with a person I consider to be one of the finest lawyers in India, Mr. V. Sridharan, Senior Counsel and one of the founders of L&S to examine the issue. At Mr. Sridharan’s behest we examined all the background material pertaining to this issue. This included the Companies Act, 1956, the Companies Act, 1913, the Statement of Objects and Reasons and Notes on Clauses contained in the various Companies Bills that preceded the Acts and various Committee reports. At the end of this comprehensive analysis, we concluded that an LLP was a body corporate for the purposes of the definition of a subsidiary company under the Companies Act, 2013. This experience with Mr. Sridharan was an eye-opener for me on the importance of thorough research where every aspect is examined before a conclusion is reached. It also emphasized one of the cardinal rules of statutory interpretation which postulates that when a statute is ambiguous you must look to the objects of the clause in the statute to determine its meaning. I am eternally grateful to Mr. Sridharan for the lessons he taught me during our interaction.
You have immense knowledge and practice in areas relating to corporate and commercial laws, private equity investments, mergers-acquisitions and joint ventures, financing, insolvency and bankruptcy matters and other allied areas. Which of these areas is the most interesting to you and how do you keep up with the changing trends in law pertaining to these areas?
I think that the areas that I enjoyed the most were private equity investments, joint ventures, insolvency and bankruptcy and general corporate advisory. There is no fixed way to keep current in a field of law. Some professionals read law journals and others follow the latest news. My methodology was a little different. When an issue came before me in any of these practice areas, I researched every aspect of the law related to that issue so that I was current. Another thing I do is regularly read newsletters of top law firms on latest developments.
Your expertise in the Commercial and Corporate law area is commendable, would you like to share with us how your journey has been so far?
My journey so far has been exhilarating even though it has had some extreme lows. The only things I wish could have been different is if I had been re-instated as partner in Khaitan & Co and if I had continued at Lakshmikumaran & Sridharan where I am confident, I could have made a difference. That said I am ever grateful that I got to work with, and learn from, some of the finest legal and business minds in India and abroad. I have also had excellent juniors who were quick to learn, helped me learn and made my job so much easier. I have advised on significant, complex and cutting-edge transactions all thanks to the faith reposed in me by the various organisations I worked for. All this has helped me grow as a professional and as a person.
Would you like to share with us one key learning that you have always followed throughout your career which has helped you navigate the rough patches?
There are a few things that I follow that give me strength and courage. The first is the motto of my school – Never Give In. No matter what happens in your professional career it is important that you soldier on without giving up. After all there is always light at the end of a dark tunnel. So be positive and look ahead with vigour. The second is a quote of Abraham Lincoln which my father swears by, “If I had eight hours to chop down a tree, I’d spend the first six hours sharpening my axe.” This quote emphasizes the importance of preparation and how working smart is sometimes better than working for long periods of time. The third is a coffee mug quote which resonated with me “Quality only happens when you care enough to do your best. Always care about what you do to ensure that the outcome is of a high standard. I have tried to stay true to these sayings to my benefit.
You have advised many national and international clients in investments that involve a huge amount of money, what is your experience in dealing with such responsibility and pressures?
I have never had a problem handling the responsibility and pressures of my work. This is because I loved what I was doing and always had very good professionals working with me to lessen the burden. I handled these big matters when I was part of top firms with several bright professionals and I never did it alone. There was always a team working with me to ensure that the load was not concentrated in any person.
What advice would you give to the young lawyers just starting out, aiming to pursue a career in the field of Commercial Laws and Private Equity Investments?
My primary advice to young lawyers is that every practice area is unique and it is important to understand the basic and key elements of the practice area you are working in and the main drivers of such practice area. Also, a young lawyer must not be afraid to speak up and raise doubts because only then will he or she learn. If a young lawyer is given a piece of research, he or she must examine the issue threadbare by looking at the statute book, commentary, case law and articles by prominent authors. Finally, a young lawyer must pick his or her senior’s brain when he or she hits a roadblock because many a time experience trumps book learning.
As regards private equity investments, a young lawyer must understand the various kinds of investment and the various kinds of companies that receive such investment. A start-up company receives seed funding and venture capital funding which could be spread over a number of rounds. Private equity investment on the other hand is risk free capital (for the investee company) invested in a mature company for a minority stake. From the investor’s perspective the investment is high risk but the potential returns can be substantial. The investment has a certain horizon and the investor must be given an exit at the end of this period, either through an initial public offering (“IPO”) by the investee company or a buyback by the promoters / investee company at a certain internalised rate of return. Most private equity investors prefer to exit through an IPO since the return can be very high but that may not always be feasible given market conditions. The other thing to bear in mind for private equity investments is that the investor only holds a minority stake. The Companies Act, 2013 has various thresholds of shareholding each of which give a certain set of rights to the shareholder who holds that percentage or more. Depending on the extent of a private equity investor’s holding and considering the thresholds under the Companies Act, 2013, a basket of rights must be granted to the investor.
The reason I have discussed some aspects of private equity investments is to give young lawyers a flavour of the issues that they need to grapple with and provide some insight on how these issues need to be addressed. A prominent private equity investor once told me that the most important consideration while negotiating a deal is fairness. If a demand made by the other side is fair, there must be very strong reasons to reject it. If this mantra is followed not just in private equity deals getting a deal done would be expedited.
You must have a fast-paced work schedule, how do you manage a work life balance with a demanding career?
I strongly believe that a legal professional must ensure that he has a life outside the workplace. To do this he or she must not spend long hours at the workplace unless warranted by the demands of the job. In my case, I made it a point not to waste the normal working hours at the office. If you use the 9-10 hours at the office wisely, there is no need to sit late. This would ensure that after you got home you could pursue your other interests allowing you to maintain a healthy work-life balance. Another point in this regard is the importance of cultivating your interest in a myriad areas of life so that there is never a point when you feel bored.
What have been some of the most important cases you have dealt with and is it possible for you to share details of any of your cases and your modus operandi to approach and prepare for that case?
There are three matters that I would like to share but unfortunately due to confidentiality constraints I can only give you the broad contours. I cannot go into details or my modus operandi to approach and prepare for the matters. The first matter is the failed consolidation of the erstwhile Birla, Tata and AT&T with BPL Communications. As part of the Amarchand & Mangaldas team we helped draft the consolidation agreement. After the consolidation failed, BPL approached the Bombay High Court. The matter was argued before Justice A. P. Shah by Mr. M. C. Chagla, Senior Counsel and Mr. P. Chidambaram, Senior Counsel. This was the first time I witnessed an agreement drafted by us being tested in court.
The other two matters involve Blackstone’s investments in Gateway Rail Freight Limited and Jagran Prakashan Limited.
If the question pertains to litigation, I must admit I have not appeared in many cases before the courts. For the cases where I have appeared, I have found that strong preparation is very important. Knowing the dates and events is paramount. Also, it is very important to know the pleadings and the exhibits. You also must know all relevant case law. You must weave a story for the judge while also anticipating the arguments of the other side and pre-empting such arguments.
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