Looking back at the journey from your CA articleship to becoming the Group General Counsel at NIIF, how did you initially decide to pursue a career in law, and what pivotal moments shaped your decision to specialize in corporate law and investment funds?
My career path has been a case of pure serendipity. I chose the CA course as my group of friends collectively decided this was the path forward for us. After qualifying as a chartered accountant, I thought of giving civil services a shot. Hence, I picked “law” as a second subject. I joined Government Law College (GLC), as it was convenient to attend morning college and get to work at my chartered accountancy firm by 11 am. I had encountered Nishith Desai Associates (NDA) in my work-related research, and hence when they came to GLC for campus recruitment, it was a no-brainer to sit for their interview. From what the interviewer told me later, I came across as a no-nonsense nerd, and when they made an offer, I accepted. That’s how my journey in the professional field of law started.
In those days, NDA was a leading firm in India in the fields of international tax and investment funds. I joined the tax team and being a CA-and-lawyer, I got pulled into the funds team. I thoroughly enjoyed my time at NDA and lapped up every challenge / opportunity thrown at me, be it international tax advisory, international tax policy, fund formation, fund documentation, corporate transactions work, pro-bono advisory etc.
Looking back, I can only conclude that whenever I was at the fork of a decision in my career path, I took that leap of faith and successfully ploughed my way with self-belief and hard work as my tools. And as for the challenging days, I had the blessings and patience of my family and guidance from friends and well-wishers to pull me through.
As the Group General Counsel at the National Investment and Infrastructure Fund Limited (NIIF), what are some unique challenges and exciting opportunities you encounter in your current role?
When I joined NIIF, I already had over two decades of experience behind me. The niggling feeling was, what next. I had been an external lawyer as well as in-house, so what more could I look forward to. In NIIF I found the next chapter in my professional life.
During my interview for the post, my boss-to-be asked: what is it that makes NIIF an appealing opportunity to you? My answer was, NIIF as a sovereign anchored fund is a unique experiment in the history of India and it would be an honor to be a part of this history.
As Group General Counsel and Head Corporate Affairs (GGC-CA) at NIIF, the unique task I had to dive right into was ‘stakeholder management’. NIIF is 49% owned by the Government of India and balance 51% by sovereign, quasi sovereign, and other institutional investors (domestic and offshore). The Board is a representative of these diverse stakeholders as well as independent directors. Hence, as GGC-CA being trusted advisor to the stakeholders is key. A routine day is a combination of being the voice of reason, providing clear legal advice, addressing compliance challenges, providing guidance on governance matters, being sounding board for new ideas, and supporting business teams in executing strategic decisions. As fiduciary for investors’ monies, it is imperative to approach every legal/compliance conundrum with thorough technical analysis, test alternate outcomes, closely monitor execution and reporting.
NIIF offers exciting opportunities for professional growth and intellectual curiosity as we continue to scale our various investment platforms (across various infrastructure sub sectors), expand our private markets footprint, roll out new fund products (including our maiden India-Japan Fund) and much more.
From your extensive experience in structuring funds to managing acquisitions and joint ventures, you’ve covered a wide spectrum of legal aspects. Is there a specific area within your expertise that you find particularly fascinating or enjoy working on the most?
My first love has, and continues to be, taxation. As a student, I aced the subject and had penned “be a core member of the team to re-write the Indian income-tax act” on my vision board! Well, I haven’t achieved that goal but I have enjoyed my tryst with various taxation matters. Researching on and writing tax opinions has been tremendously rewarding, tax structuring of funds, managed accounts, fund investments, strategic ventures and other collaborations helped me to deftly leverage my passion and expertise. Through my focus on ‘policy advocacy’, I have also made representations (and drafted proposed amendments) on tax, legal and regulatory issues.
Another fascinating aspect of my professional life (which am sure, other deal junkies like me will also confess) is negotiating complex contracts. On the execution day of any transaction, it is absolutely satisfying to check your score card and find that the deal breakers were addressed suitably and the terms of the resultant contract have emerged as clear and unambiguous, thus being capable of performance as well as enforcement.
In one of my early transactions, when I ended up being chosen as the common counsel for the buyer and seller of a large real estate transaction, I asked the seller-client (who had approached me first) that aren’t you worried a common lawyer may find a middle path rather than fight for your side? His reply has stayed with me since: there is never a good contract with a bad counterparty and never a bad contract with a good counterparty. A clever lawyer is one that doesn’t miss the woods for the trees. Stay focused on why that transaction is important for your company and thereby make the right legal calls for the longevity and success of the business.
As a seasoned counsel, my approach is not to treat the negotiation room as a war zone. Rather take it as an opportunity for parties on both sides to negotiate in good faith and with the objective of finding the best workable solution for any deadlock in the commercial imperatives. Having worked on several transactions in my career, I have realised that a deal can take a life of its own and it is very easy to get caught in the vortex to make the deal happen. However, knowing when to keep going and when to back off from a transaction is a critical skill to cultivate. “Sometimes your best investments are the ones you don’t make”1.
As a jury member for awards recognizing Alternate Investment Professionals in India, what qualities or achievements do you look for in professionals that make them stand out in the field of investments and legal advisory?
When Aditya Gadge of Equalifi reached out to me to be a member on their jury for “40 under 40, Alternative Investment Professionals in India”, it felt like coming of age and as if we the jury members were handing over the baton to the next generation stars. The nominees definitely lived up to this expectation. The nominees had dedicated years to their respective fields with passion and had strived to make a mark for themselves.
The qualities that I appreciate are: consistency in performance, staying focussed when faced with a challenge, ability to spot opportunities and own the space, and bias towards quality in execution. For professionals in the legal and compliance function the qualities that will make them stand out are: solid foundation (educational / practical training), ability to navigate the grays, a strong backbone to withstand pressures/not take short term calls, foresight to spot legal/regulatory changes on the horizon and impact on the company/business and having an affable personality.
Being a member of SEBI’s Working Group on AIF Regulations and other regulatory committees, how do you see the evolving landscape of investment regulations in India, and what role do you think legal professionals play in shaping these changes?
There is no doubt that we are functioning in a complex and dynamic legal and regulatory environment. Change is the only constant. Laws are being redrawn, regulations are being upscaled and regulators are being conferred with enhanced powers. It is no surprise that in such a scenario, the experienced senior and her freshly minted lawyer are reading the new law at the same time!
Legal professionals play a pivotal role in such times. Legal acumen and clarity in drafting are the two key skill sets that a legal professional brings to the expert group / committee. With her experience, the legal professional can also help the ministry / regulator sift through the clutter and narrow down the mischief that needs to be addressed through the new law or regulation. The new law / regulation needs to address the ostensibly contradicting objectives of keeping the industry in check (from malpractices) and support growth of the industry. Thus, being effective through the policy drafting process becomes very important.
Unfortunately, clear drafting is becoming a dying art. Have encountered many lawyers accessing the myriad library options and walking the easy ‘copy-paste’ path. There was a time when our seniors would dictate complicated clauses off the top of their heads. The technological advancements and legaltech solutions have unfortunately stymied the creativity and thinking on your feet skills of young lawyers.
You transitioned from working at a law firm, Nishith Desai Associates, to joining Kotak Investment Advisors Limited. What factors or considerations influenced your decision to make this switch, and what notable differences did you experience in working with a firm versus working directly with a company like Kotak?
My primary reason for the transition was to learn the industry from the inside. As an external counsel, you are sometimes like an ‘armchair advisor’. You provide the advice, give the pros and cons of each option and you move on. What makes your client chose one option versus the other, how the risk chips stacked up for each scenario and finally did the option yield the desired result or not – are all unknown to you as you have already shut that file and moved on to the next deliverable on your to-do list.
Joining Kotak gave me that opportunity to learn the business side of asset management industry. Building and growing the business by standing shoulder-to -shoulder with the leadership made me the business lawyer that I am today. I am privileged to have worked across multiple business / economy cycles impacting this industry. There are lawyers I have heard say, “in my experience….” but most of these have not had any practical experience and are merely shooting off theoretical knowledge as experience. If one is serious about dedicating their professional life to a particular specialisation it is imperative that one sees that industry from the inside-out.
“When you come out of the storm, you won’t be the same person who walked in. That’s what this storm’s all about.”2 – so is the case with going in-house. You come into your own – you are a sharper lawyer and decision-maker, you can provide 3600 analysis of the issue at hand (legal, tax, regulatory, compliance, governance, risk and probability of success if challenged), and you eventually build your own name/brand within your company and the industry. For all those who have asked me the question, should they try an in-house role, my answer has always been – just do it, you won’t regret the decision.
Having navigated through prominent roles at Cyril Amarchand Mangaldas and IDFC Alternatives, what unique insights or perspectives have these experiences offered you, shaping your journey and imparting valuable lessons to enhance your growth as a legal professional?
I joined Cyril Amarchand Mangaldas (CAM) after 10 years of being in-house. Hence, I will admit I had my apprehensions. However, I buckled up for the ride, decided not to look back until I had achieved a short-term goal that I had set for myself and thereafter it was as easy as getting the hang of building your Lego masterpiece! Through my stints at each of my law firms and employers, the learnings I have gathered are:
Hire wisely: Take your time to find the right mix of professionals to be on your team. A team is as strong as its weakest link. When you hire right, the members will up the game for each other, will learn from each other, will work collaboratively and create a lasting professional camaraderie. The corollary also implies that you need to let go of the one that don’t make the cut, bring the morale down or don’t work as one team.
Be generous with your time: not just with your clients but also your team. The clients and team are your twin responsibility as the team head. You need to make time and effort to understand them well in order to succeed.
Learn-Unlearn-Relearn: keep an open mind. There are learnings to pick up from every interaction. When tackling a challenging matter, empty your cup and restart to find the right solution for the client. When juniors are going through personal challenges, be kind and patient. If the junior is a sound and committed lawyer you don’t want this talent to get lost, be supportive and collaborate with her in navigating the path.
Don’t indulge in a race to the bottom: Don’t compete on price. When you know your expertise and experience lead to a superior output then command that premium. Work with the people who will pay the value for your worth.
Clarity and forthrightness: Provide clear view based on fine reading of the law and supported by appropriate underlying research. The number of “should” opinions are increasing, so what is the client getting from such opinions. Another one of my favorite quotes is: contradictions don’t exist, check your premises.3 Do your best in navigating the greys and narrowing down to the right answer / solution. Stay your ground and don’t compromise.
Don’t get complacent: “On a stone that doesn’t roll, moss grows certainly”. Keep investing in yourself and your intellectual growth.
With over 25 years of experience, you’ve witnessed the evolution of the legal landscape. Could you share some challenges you faced during your early career, and how do you perceive the changes in the education system and internship opportunities for aspiring legal professionals today?
I neither came from a family of lawyers/judges nor did I spend enough time at law college as I had to hurry back to work post lectures. I remember bungling my first (and only) moot court appearance! I learnt the ropes along the way. From education system wise, some of the law schools are doing an excellent job at building the foundation of sound legal knowledge in students. However, the ‘business’ of education comes in the way at times and churning out graduates in large numbers takes over. Law firms too hire 100-200 students from law schools and throw them at the deep end of the pool. The legal fraternity then loses talent as either the young minds burnout or leave the profession due to lack of mentors, sponsors or support in carving their own niche.
Currently, there is an evident short supply of talent in the middle (5 to 10 years PQE) segment. Most corporates are hesitant as in the short internship stints one is neither able to extract value nor make effective use of an additional resource. However, it is imperative for corporates to take on the ownership of providing more internship opportunities and these opportunities could be created not just in legal and compliance functions but also in the business teams as it would be a wonderful opportunity for the young minds to be exposed to a ring side view of corporate India. To the students, my advice is to do as many diverse internships as possible. Don’t box yourself too soon, in one field or another. Try out multiple fields/businesses/practices, you may or may not choose that field eventually but the learnings you will gather would be transportable and will stand you in good stead.
You’ve been recognized in various lists, including BW Legal World’s Top 100 General Counsel Power list. What does such recognition mean to you, and how do you think it contributes to the representation of women in leadership roles in the legal domain?
Being named on the BW Legal World Top 100 General Counsel Power List 2022 was a very humbling and rewarding experience. When one’s work is validated by a jury of eminent seniors from your field and you stand amidst peers that you hold in high esteem, it works like a booster shot and makes you power on with renewed energy. The women comprised ~ 35 out of the Top 100. Surely, there is scope for many more women professionals to make their mark in leadership roles. May our tribe increase!
Improving the representation of women in leadership roles in the legal domain requires concerted efforts to not lose talented women. To begin with, recognising that most women professionals still carry a disproportionate burden for domestic deliverables despite both spouses having similar demanding jobs. She goes through phases where going the family way, rearing the kids and providing elder care will raise demands on her time. So long as the woman professional is committed to career, it would be helpful to provide flexible options / customised solutions with respect to role, office timings or pace of career growth. Another solution would be to provide a path for women to return to fulfilling roles post their career breaks.
Apart from your professional achievements, we’re curious to know if you have any hobbies or interests outside of the legal world. How do you unwind and recharge outside of work?
While my professional work satiates the left side of my brain, my hobbies leverage the right side of my brain. Hence, if I wasn’t a lawyer, I would have been an artist. I enjoy dabbling in acrylic and oil painting (on canvas) and generally indulge in creative projects around my house. I enjoy music and in fact when tacking a badly drafted document, I switch on my playlist and hack through the document at the beat of my favorite songs! Being a Mumbaikar has also been a boon, as I love going for longs walks along the sea face after a tiring work-day as the cool sea breeze and hum of the city immediately recharge my batteries.
The legal profession is constantly evolving. What advice would you give to young legal professionals who are just starting their careers, especially in navigating the complexities of corporate law and investment funds?
A lawyer’s life is not easy. It is a demanding career and my first piece of advice is don’t venture in this field unless you are passionate about law. Choosing to be a lawyer because it is a safe financial bet will lead you to disengage very soon and you will end up dragging yourself to work unhappy and bored. You will achieve your true potential only when you enjoy what you do. If you are a good lawyer, you can distinguish yourself from your herd of fellow lawyers by being curious, reading the text of law / regulation thoroughly, challenging the premises, researching underlying legal principles and absorbing from the conversations when participating in clients meetings / leadership meetings.
There is no textbook / handbook on the funds industry. So, the more time you invest in learning about the industry the better lawyer you will be. Invest time reading about the industry players (there are many corporate biographies / founders biographies), understand the business of investing, research the legal structural options in India and across the globe, study the commercial clauses of fund documents closely, understand the trends / preferences of capital allocators (investors), get an exposure to work in other jurisdictions, and research on laws/regulations (and their evolution) in relation to the funds industry in other countries. When in doubt, ask for help. Reach out to your partner and request time to discuss and understand better your work, your work output and ways in which you can improve and grow. Further, attend training sessions conducted by industry bodies (e.g. IVCA, CII, FICCI etc.) and above all network and interact with lawyer peers as well as peers from within the industry. Lastly, when you become successful and reach the top, remember to send the elevator back down for the others i.e. be a patient mentor and guide to your juniors.
1Donald Trump, in the article available at https://www.niveza.in/stock-news/learn-investing/sometimes-your-best-investments-are-the-ones-you-dont-make-donald-trump#:~:text=Sometimes%20your%20best%20investments%20are,don%27t%20make%20%2DDonald%20Trump
3Atlas Shrugged, Ayn Rand.
Get in touch with Shagoofa Rashid Khan–