“Perseverance and continuous efforts are the two key words which have so far been working for me.” – Embark on the journey of Mayuri Vats, Head Legal at Noida International Airport

This interview has been published by Namrata Singh and The SuperLawyer Team

Your journey from college to becoming the Head of Legal at Noida International Airport is impressive. Could you share some of the key challenges you faced during your early career stages and how you overcame them to reach where you are today?

Being a first-generation lawyer, I never had the advantage of family connections or right mentors to guide in navigating the legal landscape and I must admit that I had lacked hands-on training as well that those who have a pedigree in the legal field, receive as a part of their daily routine. 

Hence, I decided to overcome these limitations by focusing on my skills, knowledge and professionalism. I accepted internships without stipends, offered pro bono legal services to gain hands-on practical experience and aimed to build a reputation of being a thorough professional with integrity. 

I ensured that I proactively network by attending legal seminars and conferences, keep engaging in online legal communities and join professional organizations to meet experienced lawyers and potential employers. In short, “perseverance” and “continuous efforts” are the two key words which have so far been working for me. Touchwood !! 

Credit also goes to all those few kind people who understood my approach of working, that is, how I can contribute and bring value to the table and then there was no looking back for me.

What motivated you to transition from litigation to an in-house role, and how has this shift shaped your approach to legal challenges?

Making that decision was a significant career move. What mainly allured me to the in-house role was the opportunity to be an integral part of a company’s decision-making processes. 

In order to have a more direct impact on business decisions, the legal function has to work very closely with the business teams and gain deep knowledge of the company’s operations, industry regulations, and strategic goals. I was very clear that this specialized knowledge is invaluable and provides a unique perspective when advising the company on legal matters.

As an in-house counsel, I got opportunities to be intimately involved in shaping and executing corporate strategies, negotiating contracts, managing litigation, and ensuring compliance. This level of involvement allowed me to see and understand the tangible results of the legal advice. 

Further, during my litigation days, I realised that a lot of disputes were arising due to some ‘inattentions’ right at the documentation stage. That incited my curiosity about the critical role an in house can play in mitigating such risks right at the start such as making the documents robust enough to firstly prevent disputes from happening and if not then create a good defence.

Having worked with diverse organizations such as GMR, Accenture, Alstom, and now Noida International Airport, could you share a memorable experience or lesson from each phase of your career that significantly influenced your professional growth?

In fact, all the places where I have worked so far have taught me the importance of self-awareness and emotional intelligence. Technically they may offer different things to learn (specific to each sector) but a few common things that I absorbed at all such places is that it is very important to understand the Company’s culture. Any initiatives, external interactions and/or negotiation strategy must be aligned with the company’s culture, work environment and company policies.

I also learnt that productivity is directly proportional to the extent of empowerment. Once I became a part of the leadership group, I realised that empowerment to take decisions is absolutely crucial. Hence, while accepting a new role, I check on the mandates I would be allocated with, without fail.

On the technical front, organisations such as Amplus (Petronas Group) and EverEnviro (EverSource owned) helped me build a strong business acumen which is very critical for in-house resources in order to enable them to play a strategic role in the business decision-making process. 

I developed a solid understanding of risk management and operational strategies to effectively contribute to the company’s goals at most of the places I worked at. Further, I got tremendous exposure in the area of framing and administering “compliance” which is especially a challenging area. A change in one aspect, such as corporate governance or any policy or even key managerial personnel, can trigger requirements in multiple entities. As the number of entities and jurisdictions involved rises, so does the risk of non-compliance. I got hands-on experience in project financing for Alstom, Amplus and EverEnviro entities. I remember some very challenging but interesting days from the complex phase of the Amplus acquisition by Petronas, where I lead the Amplus in-house team which handled the complex phases of the acquisition transaction (with adequate support from the external counsels), for the Indian leg of the said transaction.   

Alstom provided me a platform where I handled some very high-stake transactions such as the transfer of entire transport business by way of slump sale within Alstom entities; It involved extensive due diligence of the existing records, reviewing and drafting the share purchase agreement, the Business Transfer Agreements, letters to the Customers informing them about this transaction, Assignment and Assumption Agreement etc. 

There have been some instances where law firms/external support supporting us with transactions cited a case law to prove a point and incidentally, those specific cases turned out to be not only steered from the conception and handled by me (including briefing to the senior counsel etc.) but also managed to get favourable orders therein. The reactions that I received from the law firms once I told them about it, was priceless and its something I feel very proud of. 

You’ve navigated complex transactions and legal landscapes in industries ranging from aviation to waste management. What unique challenges and rewards do you find in working across such varied sectors, and how do you adapt your legal expertise to each industry’s nuances?

That’s right! I have worked across different sectors and therefore I think am rightly placed to humbly disagree with a common notion specific to the legal field that one must focus on specialising in one dedicated sphere. My experience tells me that working with different sectors and organisations helps bring in ductility in the approach to handle different set of tasks. I find myself in a better position to handle a diverse range of legal issues and adapt quickly to the unique demands of each sector, multi-task, and work collaboratively with cross-functional teams. 

GMR, Alstom and Noida International Airport helped me gain an insight into the challenges and nuances of working on government contracts and public procurement. Dealing with government contracts is very different from how one negotiates a private contract. Considering the limited room for negotiations in case of the former, the focus is mainly on how to internally mitigate the risk to the maximum extent possible. That’s a very interesting area which provided me with hands-on experience on risk management as an important tool for lawyers and managing complex projects, providing practical advice, and collaborating with clients. Accenture and Amplus (Petronas Group), on the other hand, provided me a platform where I could build a strong business acumen which is very critical for in-house resources in order to enable them to play a strategic role in the business decision-making process.

As it is with changes happening almost on a daily basis such as advent of AI, change in the tax framework, introduction or restructuring of several legislations have let legal teams under intensifying pressure to meet new demands and match the pace of business change. Hence, agility and wider exposure has become critical tools for the general counsels and their teams to better support the broadening spectrum of risk, compliance, governance, operations and regulatory issues, as well as the need to support the business in the execution of its strategy. If you ask me, the future belongs to the generalists with the role of specialists becoming very limited as compared to the present time.

In your role at Noida International Airport, you’re contributing to the development of a greenfield airport. Can you share some insights into the legal intricacies and challenges involved in such large-scale infrastructure projects, and how you ensure compliance while fostering growth?

With any large-scale infrastructure projects or to be specific a Public-Private-Partnership (PPP), one of the biggest challenges is having no scope of negotiations when almost all PPP concessions usually have a term of about thirty (30) years. Running a project of that scale for such a long period on the same terms and conditions is not pragmatic and a major reason for the imbalance that such projects face from time to time. I am not suggesting for a platform to re-negotiate however, public sectors must provide some comfort to the private parties to accommodate events such as prices going up and imports becoming difficult due to for eg. say this Ukrain war. Although there are a lot of changes that are happening where the public sector is becoming sensitive about the day-to-day challenges private sectors have to face while executing the PPP projects, I feel we still have some miles to cover before the former becomes comfortable with the idea that it is okay for the private sector to make some profits. This fundamental understanding will go a long way to regain and/or strengthen investors’ confidence in the PPP projects. 

Specifically in the case of Greenfield projects, there are some construction related risks such as physical unexpected events that may occur during construction, which can lead to cost and time overruns. Although concessionaires try to hedge these risks by taking security packages from their contractors and sub-concessionaires, the problem with this approach is the timing. For instance, in most cases, one becomes aware of a technical issue only when the impact of the issue may have consumed a good portion of the security package.  

The best way to tackle such risks in Greenfield projects is to focus more on immediate security than freezing those for future. Some of the effective measures to manage this risk are to have wide supervision capability of the works during construction and to have termination clauses negotiated in a way that will not put the project at risk in case of construction delay or technical challenge, and that will give enough room for investors to cure before it is too late (e.g. incrementing resources to the works, penalizing the EPC contractor for any delay, even within the longstop date).

One more risk which is personally very close to my interest is “points of friction” when it comes to risk allocation. As everyone is aware that at the heart of every PPP transaction is the allocation of risks between the public and private partners. Hence, the risks should be fairly and justly distributed between the partners. A lot of background work is already undergoing at the Government’s level to fill in these gaps. 

You’ve amassed a wealth of experience over 15 years in the legal field. What motivated you to pursue a Master’s in Business Law at this stage of your career, and how has it enriched your professional perspective?

It was the course structure and content which caught my attention. All the legal themes forming part of this course are more than relevant to my day-to-day scope of activities such as Contracts, IPR, Investment and Environmental Law, Taxation and Banking. I was longing to learn better and came across this course at the right time. It definitely equips those who sign up for it better, with deeper insight into legal issues that may impact / affect their daily work.

You’ve been involved in significant corporate restructuring, including the strategic sale of Amplus to Petronas. What key legal considerations come into play during such transactions, and how do you ensure a smooth legal transition for all parties involved?

I believe a good hold on the regulatory framework surrounding such transactions is a must. For example: it needs to be ascertained if the deal is possible under the Competition law, FEMA (in case foreign elements are involved), SEBI (primarily for listed companies involved) etc., as a first step. Regulatory framework and all permissions required therein are extremely significant and can make or break a deal since the cost of some regulatory approvals may drastically affect the commercial viability of such transactions. Moreover, overlooking a necessary approval could render the resulting deal void or voidable, nullifying the efforts of the parties.

Thorough diligence is equally important where depending on what it reveals, the buyer can negotiate on reduction of the price or constrain the target to provide more robust warranties etc. in order for the deal to continue. 

Compliance is another very critical area. The licensing requirements, approval status etc. play a key role in deciding the fate of the deal and definitely the pricing. Nature of the ongoing or potential litigations, terms and conditions of the lending contracts etc. are another area of importance which covers the lawyer’s scope in such transactions.

Open communication channels amongst all parties involved, including employees, customers, suppliers, and investors; assertiveness when it comes to seeking critical information and asking tough questions; solution-oriented approach to resolve deadlocks and uncomfortable situations; and meticulous integration planning which is the backbone of a successful acclimatisation are some of the key traits to ensure a seamless transition in case of any corporate restructuring. 

Your career has shifted from being focused on personal milestones to leaving a lasting legacy. Could you elaborate on this change in perspective and share your thoughts on the impact a professional can have beyond projects and numbers?

Well, I think “legacy” is a big word when it comes to my career trajectory. I am far away from that but yes, I do aspire to and take each steps towards achieving a reputation where people remember me as a lawyer of an “indomitable character and integrity” and not just for working on a few good projects and saving an X amount of money for a company. Further, I focus on simplifying the complex. Being an in house I mostly deal with non-legal stakeholders on a daily basis who neither know nor are interested in knowing the legalese. Translating the complexities of law in simple and practical language for them requires tutoring myself as a student on a daily basis when it comes to articulating my thought process. As a result, I get approached with a conviction that things will get addressed.

A legal professional, at least during the initial stages of his/her career, shall focus more on intellectual growth (as the requirement to be educated on current developments that affect the law is a must) and clarity of mind (as it gets trained due to constant thinking of how to apply a law to an apt situation) more than designations and monetary compensation. This profession is one of the few noble ones which helps one develop an overall personality and at the same time provides an opportunity to shape up the society as well. One should leverage that to the fullest extent possible. That will help them leave a lasting legacy.

Beyond your professional accomplishments, what are your personal interests or hobbies that bring balance to your life outside of the legal realm? How do you unwind from the demands of a challenging and dynamic legal career?

By focusing on the objective. The work has to be done and no matter how much the pressure is, if one solely focuses on how to get it implemented, it becomes easier to deal with it and avoid the politics around it.

Also, in order to avoid the negative effects of chronic stress and burnout, I disconnect myself from work and take some time off to replenish and return to the pre-stress level of functioning. This recovery process requires “switching off” from work by having periods of time when I neither engage in work-related activities, nor think about work.

Work-life balance is very important for me, and it would not have been possible without my extremely supporting family. They have been with me through thick and thin and an integral part of my journey!! Hence, I try to do whatever I can to squeeze out as much time for them as possible, such as I try to finish a lot of work on my commute so that I can save a few hours there and be at home in time to spend some quality time with them. Additionally, I take a few days off every 4 to 5 months to spend some time exclusively with family.

It would not be fair if I don’t give due credit to some of my very supportive colleagues. Good colleagues and a supportive team are an asset. They will take care of you when you are down or not on the best days at work. So such support functions are a direct blessing from God !! Take my word on it!! 😊

My leisure time gets consumed in reading books, watching a good movie / documentary and my perpetual stressbuster is discussing politics. I really enjoy having a good conversation around how the geo-political landscape is turning out to be. 

I ensure that I take one hour at least everyday when I only introspect, listen to music and read an article/book. 

As someone who has worked internationally and dealt with compliance on a global scale, how do you stay updated on the ever-evolving legal landscape, and what advice do you have for legal professionals aiming for a global perspective in their careers?

To be updated about the latest legal developments and on a real time basis is not just a choice; it’s a necessity. I try to stay informed with the timely updates with help of professional networks, relevant law firm practice group newsletters/updates that I have signed up for (i.e. the firms regularly provide guidance on legislative and regulatory changes), and by following relevant industry experts, law firms, and other thought leaders on LinkedIn who focuses on regulatory updates and compliance matters. Invest in your knowledge by participating in seminars, conferences, or web-based training sessions that offer guidance on the implementation of new regulations. Alternatively, review professional summaries to ensure you understand key aspects like involved parties, prerequisites, due dates, and penalties. Knowledge is the cornerstone of compliance.

For those who are aiming high, I would like to make one thing very clear that there are no clear rules of how to operate in the legal industry. On the other hand, unwritten rules are plenty in number! In order to achieve a global reach it is very important to have a global mindset to start with. By global mindset I don’t mean being able to do things but more about the ability to understand the complexities and nuances of global legal frameworks and environment, for eg., to follow, extract and adapt the best practices from other geographies, to be able to understand and tab on the trade-offs between local requirements and global standardisation.

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