Tag: commercial transactions

  • “I’ve learned that the best legal solutions aren’t just technically correct : they’re commercially viable and operationally practical.” – Neha Shankar, Director Legal (Deputy General Counsel) at Innovaccer.

    “I’ve learned that the best legal solutions aren’t just technically correct : they’re commercially viable and operationally practical.” – Neha Shankar, Director Legal (Deputy General Counsel) at Innovaccer.

    This interview has been published by Anshi Mudgal and The SuperLawyer Team

    You’ve led high-stakes SaaS and IT contract negotiations across jurisdictions like the US, UK, Middle East, and India. What key legal and commercial differences have you observed among these regions, particularly in structuring and negotiating complex technology agreements?                                  

    The fundamental difference is risk philosophy and regulatory approach. US contracts are heavily liability-focused with aggressive risk shifting – broad indemnities, high liability caps, and extensive IP warranties because litigation risk is real. UK/EU takes a more balanced approach with reasonable risk allocation, but GDPR fundamentally changed data processing terms and cross-border transfer requirements.

    Middle East markets are relationship-driven with conservative risk tolerance – they often require local partnerships, prefer advance payments or guarantees, and decision-making is more hierarchical. Each country varies significantly – UAE’s approach differs from Saudi Arabia’s regulatory framework.

    India is extremely cost-sensitive with detailed SLA requirements and strong data localization mandates under DPDP Act. There’s preference for Indian governing law and local arbitration venues.

    For AI and emerging tech, the differences are stark. US allows broad AI disclaimers and extensive model training rights. EU requires AI Act compliance with strict accountability for high-risk systems. The Middle East often mandates human oversight for AI decisions. India’s framework is still emerging but trending toward data sovereignty.

    My approach: Use master agreements with jurisdiction-specific addenda rather than one-size-fits-all contracts. Build modular compliance sections that adapt to local requirements. Most importantly, understand that what works in Silicon Valley often needs significant adaptation – both legally and commercially – for other markets.

    As Director-Legal (Deputy General Counsel) at Innovaccer and a close advisor to both leadership and product teams, how has your role evolved beyond traditional contract review into a more strategic business function? 

    My role has evolved from traditional lawyer to strategic business partnership. I’m now embedded with product and leadership teams from the earliest stages – helping architect compliance into product roadmaps rather than reviewing afterward, participating in M&A strategy and market expansion decisions, and turning regulatory requirements into competitive advantages. I’ve built legal infrastructure that operates at business speed through automated workflows, self-service templates, and proactive frameworks that eliminate bottlenecks. The result is measurably faster deal cycles, on-schedule product launches, and better strategic decision-making because legal insights come early in the process rather than as obstacles later. Legal has become a growth accelerator rather than a cost center.

    From negotiating complex IT contracts to managing commercial transactions, you’ve worked extensively across highly regulated sectors. How do you stay abreast of evolving legal and regulatory frameworks, particularly in areas like data privacy and technology law? What’s your approach to identifying and mitigating legal risks in such fast-paced and dynamic industries?

    Staying current in fast-moving regulatory environments requires a systematic approach, not just ad-hoc reading. I’ve built a multi-layered monitoring system that combines automated alerts, industry networks, and practical application. For regulatory tracking, I use targeted legal research platforms with custom alerts for specific jurisdictions and practice areas – data privacy updates from key regulators like FTC, state AGs, and international bodies. I also maintain relationships with specialized regulatory counsel in different jurisdictions who provide real-time insights on enforcement trends and practical legal and compliance interpretations.

    Industry engagement is equally important. I’m active in relevant legal associations and regularly attend focused conferences – not general legal events, but sector-specific gatherings where regulators actually speak and share enforcement priorities. Peer networks with other in-house counsel facing similar challenges provide invaluable practical insights you can’t get from legal publications.

    For risk identification, I’ve developed frameworks that integrate legal monitoring with business operations. I work closely with product, engineering, and business development teams to understand what’s actually being built and sold, not just what’s documented. This early visibility lets me spot regulatory risks before they become legal problems.

    My mitigation approach focuses on building scalable systems rather than case-by-case reviews. I create legal frameworks that can adapt to regulatory changes without rebuilding everything. For data privacy, this means privacy-by-design architectures that can accommodate new requirements. For commercial transactions, it means modular contract structures that can be updated efficiently.

    The key is making legal monitoring a business process, not a personal responsibility. When regulatory changes happen, we can adapt quickly because the infrastructure is already in place.

    In the early stages of your career, you worked across diverse areas like transaction structuring, energy law, employment compliance, and more. How has this multidisciplinary exposure informed your legal thinking and approach as an in-house counsel today? 

    That multidisciplinary foundation taught me to see legal issues as interconnected business problems rather than isolated practice areas. Working in energy law showed me how regulatory frameworks shape entire business models. Transaction structuring taught me to think commercially about risk allocation. Employment laws gave me an operational perspective on how legal requirements actually impact day-to-day business. Now as in-house counsel, I don’t just analyze contracts in isolation – I understand how employment terms affect deal structures, how regulatory compliance impacts transaction timelines, and how operational realities influence legal strategy. This cross-functional thinking lets me spot issues other lawyers miss and provide solutions that work across multiple business functions. Instead of saying ‘that’s not my area,’ I can connect dots between different legal domains to solve complex business challenges more effectively.

    You’ve worked closely with business stakeholders, particularly in the IT sector. What are some common challenges you encounter in ensuring legal compliance, and how can businesses proactively address these issues early in the process to avoid future roadblocks? 

    The biggest challenge is that business teams treat legal compliance as a final review step rather than a foundational design element. In commercial contracting, sales teams often negotiate terms that create operational nightmares – promising SLAs we can’t meet or data processing we can’t legally perform. On the product side, teams build features first, then discover they violate privacy laws or create IP ownership issues. My approach is embedding legal requirements upfront – I work with sales to create contract playbooks with pre-approved terms that close deals faster, collaborate with product teams during feature planning to ensure privacy-by-design, and partner with engineering on data architecture that supports both business needs and regulatory compliance. I also build automated approval workflows and self-service legal tools so teams can move at business speed without creating risks. The result is that legal becomes a competitive advantage – we can commit to terms competitors can’t, launch compliant products faster, and avoid the costly retrofitting that kills margins and delays launches.

    With over a decade of experience, what initially drew you to pursue law as a career? When you reflect on your journey now, how has your vision evolved since those early days?  

    I was initially drawn to law because I saw it as a way to solve complex problems and create structure in ambiguous situations. Early on, I thought legal work was about finding the right answer in statutes and precedents. Over the past decade, I’ve realized that the most impactful legal work happens at the intersection of law and business strategy – it’s not just about compliance, but about enabling growth and competitive advantage. My vision has evolved from being a legal expert who provides advice to being a business partner who helps drive outcomes. I’ve learned that the best legal solutions aren’t just technically correct – they’re commercially viable and operationally practical. What excites me now is using legal expertise to unlock business opportunities that others can’t see, whether that’s structuring deals that competitors can’t match or building compliance frameworks that become market differentiators. Law became less about finding answers in books and more about creating solutions that don’t exist yet.

    Recognized for your strong contributions across industries, what core values or guiding principles have anchored your legal journey? Looking ahead, what goals or aspirations do you hold for the future?  

    Ans: Three core principles have guided my legal career: pragmatic problem-solving over theoretical perfection, business enablement rather than risk avoidance, and building scalable systems instead of one-off solutions. I’ve always believed that the best legal advice is the advice that actually gets implemented – which means understanding business realities and crafting solutions that work operationally, not just legally. My approach has been to turn legal requirements into competitive advantages rather than compliance burdens. Looking ahead, I’m focused on leveraging emerging technologies like AI to transform how legal functions operate – building intelligent contract systems, predictive compliance frameworks, and automated risk assessment tools that let legal teams operate at unprecedented scale and speed. My aspiration is to help redefine what in-house legal can accomplish, moving from a support function to a strategic driver of business growth and innovation. The future of legal is about using technology and strategic thinking to solve business problems that haven’t been solvable before.

    Legal work in high-stakes corporate environments is intense. How do you balance your professional responsibilities with personal well-being? What practices or activities help you recharge and maintain perspective? 

    Honestly, I’m a natural hustler – I thrive on the intensity and challenge of high-stakes legal work. But I’ve learned that raw drive without strategy leads to burnout, not breakthrough results. The key is channeling that energy where it creates maximum impact rather than spreading it thin across everything.

    With experience, I’ve developed systems for sustainable high performance. I start my day with strategic work before reactive demands take over, and I batch similar tasks to maintain deep focus rather than constant context-switching. Outside work, I stay physically active and spend time with my dog – there’s something grounding about that unconditional companionship that cuts through legal complexity. I’m also involved in community animal welfare work, which connects me to something meaningful beyond corporate environments.

    The breakthrough insight: stepping away from legal problems often unlocks better solutions when I return. I’ve built strong professional relationships that provide perspective during intense periods, and I’ve learned to distinguish between urgent and important – not every crisis is actually critical. This lets me stay calm under pressure and direct my hustler energy where it matters most. Sustainable excellence isn’t about working harder – it’s about managing energy strategically.

    Given your wide-ranging expertise, what advice would you offer to young lawyers entering the legal profession today particularly those looking to build careers in corporate law, technology, or cross-border commercial practice? 

    Three pieces of advice: First, become genuinely business-literate, not just legally competent. Understand how companies actually make money, how technology works, and what drives commercial decisions. The lawyers who succeed long-term are those who can translate legal requirements into business solutions. Second, specialize early but stay adaptable. Pick a sector like fintech or healthcare and become the go-to expert, but develop skills that transfer across industries – contract negotiation, regulatory analysis, and strategic thinking are universal. Third, build relationships before you need them. The best opportunities come through networks, not job boards. Connect with in-house counsel, business leaders, and peers who’ll become your referral sources and collaborators. For cross-border work specifically, understand that legal expertise alone isn’t enough – you need cultural fluency and practical knowledge of how business actually gets done in different markets. Most importantly, think like a business partner from day one. Don’t just identify problems – propose solutions. The lawyers who advance fastest are those who make their clients’ lives easier, not more complicated.

    Get in touch with Neha Shankar –

  • “Looking back, I’d say building an international legal career requires a combination of strong technical skills, cultural curiosity, and adaptability.” – Nayanika Ruia, Associate at Goodwin, United States.

    “Looking back, I’d say building an international legal career requires a combination of strong technical skills, cultural curiosity, and adaptability.” – Nayanika Ruia, Associate at Goodwin, United States.

    This interview has been published by Anshi Mudgal and The SuperLawyer Team

    Being dual-qualified in both India and New York is a remarkable achievement. What first inspired you to choose law as a career, and what motivated your decision to build an international practice?

    Hailing from a family of prominent lawyers and businessmen, I have been exposed to the world of commercial and legal transactions since a very young age. My initial interest in law was sparked during family dinner conversations about how legal frameworks influence business strategy and drive corporate growth. Those early discussions made me curious about the intersection of law and commerce and ultimately motivated me to pursue a career in law. My interest in corporate law was primarily triggered after I participated in a corporate and securities law moot court competition in law school, where I conducted research on issues relating to insider trading and investment fraud. My constant endeavor to explore and navigate through the practical aspects and intricacies of commercial laws motivated me to pursue internships with corporate law teams at premier law firms and various multinational companies. As I delved deeper into the field, I was drawn to the dynamic, fast-paced world of mergers and acquisitions and private equity—areas where legal precision, business insight, and negotiation strategy converge. After graduation, I gained extensive transactional experience in the M&A practice at AZB & Partners, Mumbai and Trilegal, Mumbai. Qualifying in India gave me a strong foundation in company laws and exposure to a rapidly evolving corporate landscape. However, I was increasingly working on cross-border deals involving US investors, Delaware entities, and multi-jurisdictional structures. This motivated me to pursue an LL.M. in the USA, not only to deepen my understanding of the US law but also to add value in cross-border transactions. My goal has always been to operate at the intersection of jurisdictions, helping Indian companies scale internationally and advising US private equity players and venture capital firms on investments into emerging markets. New York is the financial capital of this world and home to all the big multi-national corporations, private equity firms, and financial institutions. International qualification in New York was a natural step towards building that kind of practice and seeking the desired global exposure. I wanted to be at the forefront of my practice, in the city where all big-ticket matters unfold. Being dual-qualified in both India and New York has been instrumental in shaping my legal career, particularly in corporate law, where cross-border transactions are increasingly the norm.

    During law school, you completed 15 internships at some of India’s most prestigious law firms and multinational organizations. How did these diverse experiences shape your inclination towards corporate law, and what key lessons from those years continue to influence your professional approach today?

    Completing 15 internships during law school gave me an unparalleled opportunity to explore different areas of law and understand how legal theory translates into practice. From interning in the corporate teams of top-tier corporate law firms to in-house legal teams at multinationals, each experience offered a unique perspective. Learning the practical aspects of transactional work while undertaking due diligence exercises and drafting agreements gave me a hands-on exposure into the professional work at law firms and a glance into the legal requirements of companies from a client’s perspective. While this industry demands long and hectic working hours with challenging work-life balance, I enjoyed the fast-paced and high-stakes environment, and more importantly, I was fascinated by how lawyers help structure complex transactions, negotiate and draft key transaction documents, and manage stakeholder expectations by aligning legal solutions with business goals. I still remember the lessons I learned from my mentor, a counsel at Trilegal that continue to guide my professional growth till date: (a) Adaptability: working across diverse teams, sectors, matters and legal issues taught me how to quickly assess context and contribute meaningfully, even with limited time or background in this fast-paced industry; (b) Precision: handling high-value transactions at law firms taught me early on that attention to detail isn’t just expected, it’s essential. It’s not limited to the role of a junior associate reviewing documents, but rather a discipline that must be upheld at every level of the deal team; and (c) Communication: be it drafting a memo or conducting a due diligence review, clarity in communication and collaboration as a team make the long working hours bearable and the work more enjoyable. Looking back, those years gave me more than just technical exposure, they solidified my decision to pursue a career in corporate law and helped me build the skillset, habits, mindset, and curiosity that I carry into every transaction even today.

    At Columbia Law School, you not only pursued your LL.M. but also engaged deeply as a Research Assistant and took on leadership roles in student associations. How did these academic and co-curricular experiences expand your perspective on law and prepare you for a global career?

    Pursuing my LL.M. at Columbia Law School was transformative, not only because of the world-class academic environment, but also due to the breadth of co-curricular opportunities that enriched my understanding of the law from a global and interdisciplinary perspective. The opportunity to learn from distinguished professors and engage with the vibrant community made it an enriching educational experience! As a Research Assistant to Professor Jeffery N. Gordon, I had the opportunity to work closely on comparative legal issues, including research on complex M&A issues and legal grey areas, which not only sharpened my analytical and research skills but also gave me insight into how legal systems address ambiguity across jurisdictions. This role honed my ability to approach legal challenges from both doctrinal and policy-based angles. Beyond the classroom and theoretical learning environment, I took on leadership roles in student associations, such as, Student Editor for the Columbia Journal of Asian Law and Secretary of the Columbia Corporate Responsibility Association. I was also an active member of the Columbia Business & Law Association and Columbia Law Women’s Association. Organizing and moderating panel discussions alongside legal scholars and engaging/ interacting with BigLaw partners broadened my perspective on the practice of law across different commercial environments that I now regularly witness in my cross-border practice. My proactive participation in co-curricular activities allowed me to collaborate with my peers from diverse legal backgrounds, exchange perspectives on global legal issues, and build meaningful connections within the international legal community. Together, these academic and extracurricular engagements at Columbia Law not only enhanced my cross-cultural exposure but also equipped me with the global mindset to thrive in the US legal fraternity. In a nutshell, choosing to study at Columbia was one of the best investments I’ve made, not just academically, but personally as well. While the LL.M. program offered world-class legal training and exposure to a truly global network, living in New York added a whole other layer to the experience. I took full advantage of what the city had to offer, catching Broadway shows, exploring museums, trying out food from around the world, and just soaking in the vibe and energy of the city.

    Having worked with leading law firms before pursuing your international practice and master’s degree, what cultural and procedural differences stood out to you between legal systems? What were some things you had to learn, adapt, or even unlearn to navigate these differences effectively?

    Having worked on M&A and private equity deals in both India and the USA, the differences were striking. While the skillset of a corporate lawyer is arguably transferable and is not jurisdiction specific, in India, deal-making often involves more regulatory oversight, heavily negotiated transaction documents, partly due to enforcement uncertainties and foreign investment restrictions (FDI). In contrast, US transactions are typically fast-paced, more standardized, and heavily focused on commercial outcomes / business goals through precise contract drafting. For instance, I worked on a cross-border transaction that involved a Delaware entity that wanted to acquire an Indian company as its wholly owned subsidiary. As part of the transaction, I realized that Delaware enjoys significantly greater flexibility by providing the board of directors the discretion to govern the entity, whereas, in India, the corporate governance of an entity is more prescriptive and compliance-heavy with stricter rules on matters like related-party transactions, board composition, and structuring. While these legal safeguards in India serve important governance goals, they can sometimes limit the structuring creativity available in complex deals. Culturally, I had to adapt from a well-defined organizational structure in Indian law firms to a more collaborative, client-facing role in the USA, where lawyers early-on in their careers are expected to engage more directly and strategically with the client. I also noticed a shift from providing detailed legal analysis to offering simple, concise (to the point), business-oriented advice, which is critical in the US private equity and M&A space. This transition pushed me to unlearn overly cautious habits and instead focus on practical, deal-driven lawyering, a mindset that’s essential in global transactional work. One of the most appreciated cultural differences I experienced is that the “open door policy” in US law firms is genuinely practiced and not just stated. There’s a strong emphasis on accessibility, mentorship, and collaboration, regardless of hierarchy. Junior lawyers are encouraged to ask questions, contribute ideas, and engage directly with senior associates, partners and even clients, which fosters both learning and confidence.

    In your current role, you represent private equity firms, venture companies, and strategic investors in complex cross-border transactions. What have been the most rewarding aspects of working on such high-value deals, and how do you approach the challenge of reconciling multiple statutes and jurisdictions?

    I am currently a mid-level associate at Goodwin Procter, LLP, New York, focusing my practice on domestic and cross-border mergers and acquisitions, specifically leveraged buyouts, private equity transactions, and venture capital investments. Working on complex cross-border transactions has been incredibly rewarding, both intellectually and professionally. The most fulfilling aspect is helping clients navigate high-stakes decisions that directly shape and impact their business growth. The best part about my work is that it never gets boring!  Whether it’s representing private equity firms, venture-backed companies, or strategic investors, each transaction presents a unique set of challenges and opportunities. Being at the intersection of law, business and strategy is both challenging and energizing. There is a thrill in closing complex M&A deals. One of the key complexities is managing/ coordinating cross-border work and reconciling multiple legal regimes, especially when deal terms, corporate governance standards, or enforceability vary significantly across jurisdictions. We approach this by collaborating closely with key transaction stakeholders such as RWI insurer, opposing counsel, local counsel and by ensuring alignment on key provisions like representations and warranties, indemnities, and shareholder exit rights across transaction documents. Driving projects by setting timelines for internal workstream, determining and planning internal deliverables, and leading team calls to meet deadlines to increase efficiencies helps manage risk and maintain deal momentum across borders.

    Qualifying as a New York lawyer is no small feat. How did you prepare for the bar exam, and how has this qualification added value to your practice? What advice would you offer law students and young lawyers aspiring to clear the exam and pursue international opportunities?

    Preparing for the New York Bar Exam was intense, especially coming from a non-US legal background. While I recall it as being a traumatic experience, I did learn a lot along the way! I approached it with a structured plan and a strict routine. I enrolled in a bar prep course, followed a study schedule, and focused heavily on practicing questions and timed essays to build both speed and familiarity with the exam format. I mostly focused on practicing past exam questions because they really helped me get a solid grasp of the legal concepts and figure out how to manage my time during the test. Consistency and discipline were key. I used to wake up early to read through the study modules and watch all the videos and then spend the whole day practicing questions. This helped me understand and apply the legal concepts without the need to cram them up. Qualifying as a New York attorney not only adds credibility in one’s practice in the USA but is also a requirement for most BigLaw firms in making their decision to hire you to practice law in New York. As a New York qualified attorney, I am able to advise on US legal aspects directly, particularly in deals involving New York law-governed documents, which are common in my area of work. My advice is to treat the bar exam like a full-time job for those one to two months. Focus on understanding the test, its format/ structure and not just the law. No matter which bar prep course you choose, practice, practice and practice! This is very important. You don’t need to ace the exam (no extra points for high scorers) – you only need to pass it! Follow a study routine which works best for you but stick to it. There might be days when you may lack the motivation to study or feel burnt out but believe me, keep at it, be positive and put in the hard work because it definitely pays off!  

    With such elaborate professional responsibilities and a demanding work schedule, how do you strike a balance between your personal and professional life? What strategies or habits help you manage it all effectively?

    Balancing a demanding career in corporate law with personal life is definitely a big challenge! However, with time and experience I’ve found that setting clear boundaries and prioritizing both work and downtime is essential. While my law firm does strongly emphasis on physical and mental wellbeing by organizing retreats, wellness days and initiating activities to relieve work stress etc. I make it a point to schedule focused work hours and then fully disconnect during personal time, whether that’s spending time with family, exercising, or pursuing hobbies. I believe that following a proper routine and managing time consciously are key habits. I endeavor to stay organized and avoid burnout by using my vacation days to travel, which I deeply enjoy. I plan my weekends ahead and try to squeeze in activities which I really want to do such as watching a Broadway show or even going on hikes! Even when I get very little time for myself during rough days or intense work phases (when we are signing or closing a transaction), I try to do something that makes me feel calm and relaxed. I listen to music, play the piano or read a novel. I try to exercise regularly, stay hydrated and remain active during the day. Ultimately, I have learnt from my experience that work life balance is less about reaching a perfect equilibrium every day but more about putting in consistent effort to recharge and stay mentally fresh, which ultimately makes me more productive professionally and personally.

    Looking back at your journey, what advice would you give to students and young lawyers aspiring to build an international career like yours? Are there specific resources, skills, or values you recommend they focus on to thrive in this path?

    Looking back, I’d say building an international legal career requires a combination of strong technical skills, cultural curiosity, and adaptability. Moving to another jurisdiction and pressing the restart button in your professional life is not easy. One should have an open mind to adopt change and the strength to address any unforeseen challenges. It is important to develop a global mindset: stay curious about different legal systems, business cultures, and geopolitical trends. First and foremost, young lawyers still in law school should gain internship experience early on to understand the practical side of the legal profession. It’s essential to go beyond textbooks and see how law operates in the real world. A strong resume with good academic performance, complemented by diverse co-curricular and extracurricular activities, can significantly strengthen an application to study abroad. During my time in law school, I was an active mooter, and I continue to stay engaged with the community by judging some of the most prestigious moot court competitions globally. For those aiming to pursue an LL.M. in the US especially in corporate law, I strongly recommend gaining some hands-on experience in M&A or private equity transactions before applying. The LL.M. is a significant academic and financial investment, and it’s important to approach it with clear intent and direction. Students should not come with the sole aim of landing a job. The LL.M. is also an opportunity to grow as a lawyer, broaden your perspective, and experience true global exposure. Along the way, networking is absolutely key. Building meaningful and genuine relationships with alumni, law firm professionals, professors, and peers can open doors and provide lasting value well beyond the program. Finally, I would say: cultivate resilience and humility. The path can be challenging, especially as you navigate cultural, academic, and professional differences. But those who remain adaptable, open-minded, and solution-oriented will not only succeed but they will thrive.

    Get in touch with Nayanika Ruia –

  • “Currently, India’s renewable sector is full of promise with scalability, strong government push, and growing global investor interest.” – Varun Chauhan, Partner at Luthra and Luthra Law Offices India.

    “Currently, India’s renewable sector is full of promise with scalability, strong government push, and growing global investor interest.” – Varun Chauhan, Partner at Luthra and Luthra Law Offices India.

    This interview has been published by Anshi Mudgal and The SuperLawyer Team

    What initially drew you to specialize in banking and finance, given that they are such niche fields? Was law always your first choice, or did your interest evolve over time, and how did your experience at law school shape that journey?

    Law was always my first career choice after school, though I did take a 2.5-year break post-graduation to prepare for the civil services exams. During that time, I also enrolled in a regular post-graduation program in Corporate Laws and Management, which kept me connected with my subjects. While not getting selected did dampen the morale, I always had a stronger plan B to practice law. Banking and finance, however, happened by accident. I was inclined toward corporate laws, and during my first corporate internship I realized I enjoyed advisory work and project finance diligence more than litigation, which eventually set me on this path.

    In the early phases of your career, you worked with various law firms. What were the key learning experiences that laid the foundation for your practice and deepened your understanding of these niche fields?

    I started my career with a boutique law firm where my seniors gave me the right guidance and also the personal space to grow. That early trust helped me take ownership of matters in the project finance space. It gave me vast exposure in banking and finance and laid a solid foundation for my practice.

    Over the past decade, you have advised several leading financial institutions and banks. From your perspective, what are some of the most common challenges clients face in large-scale finance and infrastructure deals, and what is your approach resolving them?

    The most common challenge clients face is aligning their business targets with regulatory procedures and the internal legal processes of multiple lenders before disbursement. My approach is to simplify the legal risks, break them into practical solutions, and ensure the documents reflect clarity for all stakeholders. This balance builds trust and helps achieve timely closures.

    Project finance and structured finance transactions often involve multiple stakeholders across jurisdictions. What have been the most significant challenges in managing the interests of various parties, including cross-border entities?

    The most significant challenge is reconciling different regulatory and legal regimes while keeping the transaction commercially viable. Coordinating with foreign law counsel and managing across time zones often adds another layer of complexity. Clear communication and early identification of friction points help me act as a bridge between parties without compromising legal safeguards.

    Renewable energy financing is emerging as a key driver of India’s growth. Based on your experience advising on large solar and hybrid renewable projects, what do you see as the biggest opportunities and challenges in financing India’s clean energy transition?

    Currently, India’s renewable sector is full of promise with scalability, strong government push, and growing global investor interest. In recent years, I’ve also seen foreign banks gearing up for the Indian renewable market. The major challenges, however, lie in evolving regulations, land/title issues, and tariff uncertainties.

    Having worked extensively on both real estate and infrastructure finance matters, what are some of the key differences and unique legal considerations that distinguish these two sectors?

    While both real estate financing and infrastructure financing (like roads, ports, hotels, etc.) follow a broadly similar financing structure, real estate deals revolve heavily around title diligence of land and immovable properties. There are also RERA-specific nuances, particularly in the working of escrow accounts, which operate very differently from a standard infra sector financing deal. Each comes with its own unique risks, and navigating them requires sector-specific expertise and tailored solutions.

    Looking back at your career so far, what has been the most rewarding or intriguing high-value transaction or case you have worked on, and how did you navigate its challenges?

    Some of the most rewarding matters for me have been InvIT financing deals, which often involve complex funding structures at the InvIT level and on-lending to multiple SPVs. These transactions require balancing the interests of lenders with the operational realities of the SPVs. Navigating those complexities through clear structuring and negotiation has been both challenging and extremely fulfilling.

    Considering the demanding nature of your work, how do you strike a balance between professional commitments and personal life, and what practices help you avoid burnout?

    I believe it’s equally important to spend time with friends and family. I am also lucky to have a life partner who understands the demands of this profession, and she is truly a blessing. We follow a strict rule of avoiding work on weekends. Of course, there are times when the team has to deliver under strict timelines, and being there to support them with execution and strategy is non-negotiable. I also try not to over-commit to clients—discussing timelines with the team beforehand ensures realistic commitments and gives them a sense of inclusion.

    What has been your guiding philosophy throughout your career, and how has it helped you grow and manage challenges effectively?

    My guiding philosophy has been to stay curious, adaptable, and solution-oriented. Law is dynamic, and no two transactions are alike – embracing that mindset has helped me grow and navigate challenges. I believe consistency and integrity go a long way in building lasting professional relationships. Looking ahead, I see every transaction not just as a legal exercise but as an opportunity to learn, collaborate, and contribute to India’s evolving financial and infrastructure landscape. For me, the real reward lies in building lasting relationships and helping clients achieve their goals with clarity and confidence.

    Finally, what advice would you give to young lawyers aspiring to build a career in banking and finance law, particularly those who wish to specialize in real estate finance? What resources would you recommend?

    My advice would be to first build a strong foundation in contract and corporate law, and stay updated on RBI and sectoral regulations. This profession demands patience and consistency, so juniors should avoid being impatient and focus on diligence. Stay curious and never hesitate to ask questions, don’t let the fear of being judged stop you from clarifying crucial aspects of the practice. Practical exposure through internships and resources like legal commentaries or transaction-focused case studies are invaluable.

    Get in touch with Varun Chauhan –

  • “As the legal counsel, we are frequently required to operate in grey zones. It is where legal advice moves beyond compliance to become strategic.” – Gurcaran S. Arora, Co-Managing Partner, Gurcaran Divya Law Offices.

    “As the legal counsel, we are frequently required to operate in grey zones. It is where legal advice moves beyond compliance to become strategic.” – Gurcaran S. Arora, Co-Managing Partner, Gurcaran Divya Law Offices.

    This interview has been published by Anshi Mudgal and The SuperLawyer Team

    From working with one of the biggest firms in the country to co-founding Gurcaran Divya Law Offices, what inspired your transition from a leading full-service firm to launching your own corporate law practice?

    To begin with, technically, I didn’t co-found the firm. What was originally founded in 1977 was J S Arora & Co, a local tax practice set up by my father in a small town in India. He remains the founding partner, and we continue to carry forward the history, values, and professional integrity that defined his practice. That legacy forms the foundation on which Gurcaran Divya Law Offices stands today.

    When I took over the managing seat in 2022, we rebranded the firm and focused on taking it to the next level, both in terms of geographical reach and the range of practice areas. We transitioned it from a local tax-centric setup into a boutique Corporate, M&A and Capital Markets law firm advising clients across industries and borders. In 2023, I was joined by my current co-managing partner, Divya Badlani, and together we now lead the firm.

    The real turning point for me came during a deal I worked on at a leading full-service firm. We were advising the investors, and on the other side was a passionate founder, building something of real value, but his lawyer lacked the expertise to fully understand or push back on the legal risks being placed on him. The deal closed, everyone moved on, and yet I couldn’t. There was something deeply unsettling about watching someone unknowingly give away more than they should have, simply because they didn’t have the right counsel in their corner.

    That experience stayed with me. It made me realise that India doesn’t just need more corporate lawyers, it needs more accessible, business-focused, high-quality legal advisors who can meet founders and businesses where they are, not just those operating in tier 1 firms for large institutional clients. That’s the gap I set out to fill.

    Having worked on numerous high-value cross-border M&A transactions, what have been some of the most challenging aspects of executing such deals within the Indian legal landscape?

    Let’s be honest, navigating the Indian regulatory landscape can be incredibly challenging. It is highly complex, with layers of central, state, and local laws that are often unorganised, outdated, or not readily accessible online. Approvals can take significant time, and there are usually multiple authorities and stakeholders involved, each with their own processes and expectations.

    What makes things even harder is the lack of clarity in several regulatory provisions. Many times, the law is ambiguous, and no formal clarification is issued by the regulators. In such situations, lawyers and dealmakers are left to take a considered view based on legal interpretation, precedent, and practical experience, often under tight timelines.

    Another challenge is the unpredictability of how different regulators or authorities might react to the same issue. A structure that works in one transaction may be flagged in another, even in the same sector. This requires not just legal acumen but also strategic foresight, strong communication with stakeholders, and a solutions-oriented approach.

    Yet, despite all of this, the satisfaction of successfully closing a complex cross border deal in India is unmatched. The legal landscape may be tough, but with the right planning, advice, and execution, it is navigable.

    Having worked extensively in regulatory compliance, especially for clients in dynamic sectors like fintech and renewable energy, what major sector-specific challenges do you frequently encounter?

    Both fintech and renewable energy are evolving faster than the regulatory frameworks meant to govern them. In fintech, the challenge lies in navigating a fragmented regulatory environment involving multiple authorities like the RBI, SEBI, and MeitY. The laws often lag behind innovation, forcing us to interpret legacy frameworks in new contexts.

    In renewable energy, the friction typically stems from federal complexity. Central policies may be progressive, but state-level execution, land laws, and tariff regimes are inconsistent and often unpredictable.

    Across both sectors, regulatory ambiguity is a constant. 

    As the legal counsel, we are frequently required to operate in grey zones and provide commercially grounded solutions where the law offers limited guidance. It is where legal advice moves beyond compliance to become strategic. 

    Given your expertise in capital markets and corporate governance, how do you foresee regulatory trends evolving for listed companies in India over the next few years?

    We are likely to see a steady shift toward greater transparency, accountability, and shareholder empowerment. SEBI has been consistently tightening corporate governance norms, be it around related party transactions, independent directors, or disclosure standards. That trajectory will only intensify as Indian markets continue to integrate with global benchmarks. The recent Jane Street case is a clear example of SEBI’s growing willingness to act decisively against market abuse, even involving global institutional players.

    Environmental, Social, and Governance (ESG) compliance is also set to become more structured and enforcement-driven, moving beyond voluntary reporting. At the same time, we can expect sharper scrutiny of promoter behaviour, board independence, and market conduct, especially in the wake of recent high-profile cases.

    Overall, the direction is clear: listed companies will need to move from a minimum compliance mindset to a culture of proactive governance. Those that lead on this front will be better positioned to attract long term capital and market credibility.

    As someone who has closely advised on FDI and SEBI regulations, what are some common misconceptions or pitfalls that foreign investors face when entering the Indian market?

    One common misconception is that India’s liberalised FDI policy means a deal can be closed quickly. While entry routes may be automatic in many sectors, the reality is that regulatory, procedural, and sectoral nuances often require detailed structuring and proactive compliance.

    Another pitfall is underestimating the role of state-specific laws and local business practices, which can significantly impact timelines, particularly in sectors like infrastructure, retail, and real estate.

    Foreign investors also occasionally assume that SEBI’s disclosure and takeover regulations mirror those of mature markets, but in practice, there are several India-specific requirements, especially around pricing guidelines, minimum public shareholding, and indirect acquisitions, that require careful navigation.

    Ultimately, success in India requires more than just legal compliance. It demands a strategic understanding of regulatory sensitivities, stakeholder expectations, and long-term alignment with Indian business realities.
    How has your legal education at Symbiosis Law School (Noida) shaped your professional journey, and what advice would you offer to law students aspiring to build a career in corporate practice?

    Oh, absolutely yes. My time at Symbiosis Law School (Noida) played a foundational role in shaping my career. One of the best aspects of the institution was its strong emphasis on internships. We were not only encouraged but marked on the quality of internships we pursued. In the final two years, that push became even more intense. The structure of long weekend classes gave us the flexibility to intern during the weekdays, which made a huge difference. I genuinely owe the start of my career to the opportunities I got to intern during law school.

    On the academic front, during our time, subjects like capital markets and transactional law were not deeply embedded in the core curriculum, although optional courses and guest lectures were available. From what I hear now, the curriculum has evolved meaningfully to include more practice-oriented subjects like M&A, securities law, and corporate structuring, which is a great development.

    My advice to law students aspiring to build a career in corporate practice is to structure their internships thoughtfully. Start your internships with boutique or mid-sized firms to build a solid foundation, then move to Tier 2 and Tier 1 firms as your skills mature. About two good internships at each level are enough to learn the ropes. Do not chase Tier 1 firms too early in your law school journey. Reserve them for your final years, when you’re ready to demonstrate what you’ve learned and convert the opportunity into a job. Always focus on quality; what matters is not just where you interned, but what you actually learned and delivered.

    What advice would you give to law students who are just starting out in their careers? What practices should they aim to inculcate early on, and what resources would you recommend to support their growth?
    The single most valuable investment a law student can make early on is in meaningful internships. Not just collecting them, but actually doing quality work, asking the right questions, and learning on the ground. What you take away from those experiences will shape your confidence, skills, and career direction far more than any textbook ever could.

    That said, conceptual clarity is equally important. A solid grasp of core legal principles and staying updated on legal and commercial developments gives depth to your practical work.

    One area that often gets overlooked is networking and personal branding. Your batchmates, seniors, and law school peers will become your professional ecosystem and, very often, your strongest sources of referrals and opportunities. Build those relationships with sincerity, they will serve you far beyond your law school years.

    Given the demands of a high-intensity legal career, how do you maintain a healthy work-life balance? Are there any personal interests or activities that help you unwind and recharge?

    My trick for balancing work and life? I married the firm’s future co-managing partner. 😀 

    Jokes aside, the legal profession is undeniably demanding, and striking a balance takes intention. For me, discipline is key. A structured schedule, clear boundaries, and conscious downtime help keep things in check, especially when there’s no ‘boss’ above you, but accountability still runs deep.

    One habit I’ve tried to inculcate is not setting unrealistic timelines for clients. It helps manage expectations and protects mental bandwidth. Having a partner who understands both the personal and professional pressures makes all the difference, and I’ve been very fortunate to have Divya by my side, keeping both life and law running smoothly.

    Get in touch with Gurcaran S. Arora –

  • Law, Leadership, and Business: Becoming someone that clients trust. – Aditya Singha, Independent Commercial and Transaction Lawyer.

    Law, Leadership, and Business: Becoming someone that clients trust. – Aditya Singha, Independent Commercial and Transaction Lawyer.

    This interview has been published by Anshi Mudgal and The SuperLawyer Team

    I’ll start with a very, very prominent question: how did you decide to become a lawyer, and then how did you decide to pursue an MBA as well? And that too, by scoring a staggering GMAT score of 740. Please enlighten our learners and us as well.

    So, I’ll be very honest, I never even dreamt of doing an MBA when I was setting out to become a lawyer. But luckily for me, I was born in a family where my grandfather was a lawyer, and that too, he wasn’t a lawyer throughout his career. He became a lawyer after he retired from government services. He was a civil lawyer. You would imagine that a lawyer who would take care of disputes, of people who would take care of disputes for companies, would have a lot of people coming into the house.

    So, very early on, from my childhood days, I would see people come to him for advice and assistance, even people who used to stay near our society. I would always see them come with a sense of hope and a sense of gratitude when they would leave, and that feeling, that there’s one person who could give people that hope, that guidance and that comfort that they need at a time which is probably very traumatic or very difficult for them, was something that I took very closely. So, I wanted to become a lawyer from a very early age.

    Secondly, I also enjoyed reading a lot, so that went in my favor because I realized that a lawyer’s job is to constantly update his or her knowledge, constantly keep on reading, and I enjoyed reading. So I felt, okay, this is another avenue where I think I can enhance those aspects about me because I also love to read and I love to learn more.

    So, I really wanted to become a lawyer since I was 10 years old, and I never really took up any law coaching as such. This is going to segue into my GMAT score. I actually studied for the engineering entrance exams. I got a decent rank in the AIEEE and got on the extended merit list in the IIT as well, but I never wanted to become an engineer. Engineering was always, for me, a backup option.

    Once I got a good score in CLAT and then subsequently a score in AILET, which allowed me admission into National Law University, Delhi, I think it was a slam dunk for me because A, it was Delhi, and B, it was led by Professor Dr. Ranbir Singh, who had basically propped up NALSAR to become one of the best law schools in the country. I was genuinely excited about being part of one of the earlier batches of this institution, which thankfully today continues to be one of the best in the country.

    So, for me, law was always a very clear path. I would say corporate law was not really that clear of a path. It was only during my time working with different law firms that I developed a fascination for corporate law, and when I joined my first firm, I realized that there is a lot of excitement I find in helping businesses navigate challenges.

    I would say that is effectively the mantra that I followed. What do I want to be? I want to be someone who helps companies, businesses, entrepreneurs, and founders solve challenges and help them on the path to growth or to avoid risks from harming that business or harming that proposition. So that’s pretty much how my journey started.

    For my MBA, honestly, that’s a whole other answer. I never imagined that I would do an MBA. I never imagined I would go to INSEAD for my MBA, but yeah, I’ll be happy to discuss that once you want me to discuss it.

    We would love to discuss this immediately because, while you had initially prepared for engineering, you ultimately chose to pursue law. How did you adapt your mindset while preparing for the GMAT, given that it requires precision and a completely different approach compared to the way lawyers typically write? How did you unlearn certain habits, relearn new strategies, and successfully achieve this remarkable result?

    So first, the rationale for why I wanted to do an MBA sort of permeated from me setting up my independent practice. Once I set up my practice, I started engaging more with young founders and entrepreneurs. And because my intention was to help founders and entrepreneurs grow, it required me to deep dive into business and operations with them. I had to understand how they run their businesses, so I had to develop an understanding of business models. I needed to understand how they generate revenue and how they spend that money. I needed to develop an understanding of both accounting and corporate finance, and then I needed to understand what their next step would be.

    One example I can give is that I was advising a blockchain company back in 2021, and they wanted to develop a very unique synthetic trading portal on the blockchain. There was nothing similar like that existing either in India or anywhere else that we could find. We needed to create a structure that would comply with whichever laws were applicable in India because there was nothing that uniquely identified how this business would work.

    Helping that founder create a regulatory-compliant business model made me realize that there is a lot more value that lawyers can bring to companies and to founders because of our unique understanding of how regulations work and how they are applied, and because of our understanding of how impact and value can be created, having seen other founders achieve that. We can effectively leverage all of that exposure and bring value to founders not just from a legal perspective but also from a business perspective.

    All of these things combined started making me think about how I could add more value to these founders, to my clients. I realized that yes, I do have some form of knowledge or experience, but that was all secondhand because it was gained through interacting with C-Suite level executives or founders. There was nothing concrete I could rely on to advise these founders. That is when I started researching more about how MBA programs work, the value-add that someone like me could get, and how I could enhance and leverage the experiences I had in my past.

    That effectively started the journey and the momentum toward giving the GMAT, identifying INSEAD as a potential opportunity, applying for INSEAD, and then getting through. So that’s how that trajectory went.

    In terms of preparing specifically for GMAT, I can condense it very quickly. Yes, there is a lot of unlearning that needs to happen. You are absolutely right. There is a lot of effort required to understand how to solve problems. The idea is, as Indian students, many of us have a predictable set path in which we solve problems, whether quantitative or verbal. But the GMAT is one exam where the strategy is to find whatever way works to arrive at the correct answer.

    This is key in a service industry that relies on a lot of data that must be analyzed, synthesized, and then communicated to a client in a manner the client understands. The GMAT is effectively what you learn in an MBA program, condensed, and ensures that you have that knowledge ready so that you are not lagging behind in an MBA.

    So there was a lot of unlearning and a lot of relearning in terms of how to strategically and tactically approach specific questions, and a lot of practice was needed. I think what people forget is that it is not about how much you know for the GMAT but about how much you have practiced in that kind of environment because it is a very intense examination.

    For example, when I was giving the exam, there were COVID regulations for the admission centers. We had to give the exam in a room with our masks on. We could not take our masks off at all, and we did not have access to anything, including water. It was very strenuous because you are stressed about the exam, there is a timer running, you have to manage your time, you have to ensure that you answer every question, and if you skip a question, you cannot go back.

    So there are many permutations and combinations outside of just pure knowledge. It requires a lot of practice simulated in an exam environment. I think what worked for me was that I pushed myself to simulate that exam environment regularly. And of course, I had the benefit that, since it was my own practice, I could identify time slots every day for practice. But I think being disciplined and serious about what you need to do is the simplest way to achieve a good GMAT score.

    Wow! With your independent practice, you also managed to crack this challenging exam. Considering that you pursued your MBA during the COVID-19 period, a time when many perspectives on management evolved, how did this new understanding of management help you build a stronger practice after completing the course compared to the understanding you had before it? You must have done some comparative analysis on this if you don’t mind sharing, what were your key takeaways?

     That’s absolutely the perfect question because that is the one question I ask a lot of potential applicants who are in the legal field who want to do an MBA.

    That’s the one point I ask them to ask yourself, why are you doing this? What do you hope to gain out of this? Because an MBA is very customized, I would say. It’s a very bespoke course.  Because you’ll get a lot of information and a lot of that information is probably available at 100th of the cost. The question is, what do you want to derive out of that experience?  So I can say personally for me, there were a few factors that were very critical, which I feel I can leverage today after having completed. The first and foremost, and this goes well for most international MBAs, is the network. 

    At INSEAD, I think there is a rule that a particular nationality cannot be represented by more than 11 or 12% of the cohort. So it is by rule that you will be interacting with people from a variety of different geographies, different backgrounds, different experiences, and you are forced to be in that situation.

    When I say forced, it’s by nature of the groups that are set, the sections that are created. You are constantly interacting with people whom you probably may not have anything in connection with prima facie. Like in my group, you would not have another Indian and you would not have another lawyer. You would have people from completely different backgrounds, and I think that helps in two ways.

    Number one, after you graduate, your alumni network is probably one of the strongest in the world. So you can basically look at the alumni directory and you’ll find the who’s who of any industry. So you know, if you are stuck somewhere or you need assistance somewhere, you have an alumni base to rely on and it’s one of the strongest components of INSEAD. Second, you also develop an understanding of how different perceptions can approach different problems. Because when you are given a problem as a group,  as an analytical Indian lawyer, I might solve it in path A.  Someone who works in the renewable energy industries who’s only worked on offshore drilling, they look at that in another path. Someone who’s worked in hardcore finance, hedge fund, or investment banking, they look at that same problem maybe in my direction, but a different path.  Someone who’s an army vet, a Marine operator, they will look at it differently. So when you are interacting with so many different people trying to solve a very similar problem.

    You start getting an understanding of how different people think and what their rationale is for them. And when I look back, that helps me also tackle challenges that my clients face in different ways in which I would’ve never thought, because unfortunately, a lot of lawyers are caught in this bubble of thinking in a very pedantic and a very straight cut method.

     That usually doesn’t happen in an MBA because you are dealt with problems that span different industries and therefore you have to rely on different ways of thinking. So the mental models, the thought processes, the approach, I think that also helps you understand problems from different lenses.  And the last, and another important takeaway for me was how do you value the output more than the process? Because ultimately as a service provider, whether you’re a consultant, whether you’re a banker, whether you’re a lawyer, ultimately your goal is to resolve challenges and solve issues for your clients and do it in a way that they can trust you with their work going on. There’s a very important saying that one of the professors said that you know that you’re a good service provider when your client calls you up for help that is outside your core service. For example, if a client calls you up and says, Hey, Aditya, can you tell me the name of a good pediatric surgeon in Delhi?  That means they trust you for things even outside your core competence.  And how do you develop that trust is what we learned. How do you build processes that help you create that engine that gives them what they want? 

    So that was my takeaway, and that’s what’s helping me optimize and make my practice more efficient. More driven towards solutions rather than process, which may become an obstacle for client service

    The kind of trust your clients place in you is truly inspiring. It seems this trust stems not only from your legal expertise but also from your problem-solving approach, even beyond traditional legal boundaries. Is this the same trust that has enabled you to handle multi-million-dollar, high-stakes deals? Could you share a story of a particularly complex transaction or negotiation where your combined understanding of law and management helped you find a solution that others might have struggled with?

     Sure. So I think the first one, in terms of a complex deal.  I think the most complex deal that I did was one of the biggest deals that I did in my independent practice. It was an acquisition of a logistics company from a listed company.

    So we were acting for the acquirers. And safe to say that I had gained the trust of my clients to the extent that they would trust me with almost 150 crore rupee deal. In the listed company space, and what I realized later was this was going to be an uphill challenge because unlike any other deal that I had done even in my law firm career, this one required me to have a strong understanding of not just basics of M&A and transactional law, but also accounting.

    About how business operations in this industry were, because I had to sit with the client and understand the implications of what the negotiations were going to be, because ultimately those were to be reflected in the transaction document. So having that kind of interaction first with business, then with finance, then trying to understand how those interplay with the legal clauses.

    Then, drafting those clauses and then negotiating with a company that has probably a battery of lawyers that are assisting them because they’re a listed company.  So that was very, very challenging, and it was complex transactions, primarily because there were a lot of payment driven issues because it was effectively a carve out of the listed company.

    They were carving out a business and we were acquiring that business. So how do you create that delineation from now this belongs to us and whatever remains is yours. How the accounting for that is going to be done. And even if there is an agreement on how it’s going to be done in practice, ultimately it’s my job to put it on paper.

     So doing that, and this was before my MBA. So I did not even have that kind of a formal understanding of how finance and accounting work.  I had a bare bones understanding back then,  but it forced me to continuously interact with my client and understand what it is that they’re looking for.

    And I think this is the biggest learning I can give to anyone who’s advising clients on M&A.  Understand what your client wants out of this transaction. Because not every deal is the same. People have different expectations from that transaction. And your job as a counsel and an advisor is to understand what that requirement is and then put it on paper to either ensure it happens or to protect so that it doesn’t get taken away.

    So that deal for me was very challenging because I did not have any assistant, I had another senior lawyer who was working with me. But I needed to understand tax, accounting, employment, labor, and transactional work all on my own. So that was challenging, but very rewarding because we ended up having a very successful team.

    To your second point about interesting negotiations,  very interestingly, after my MBA, one of the deals that I had negotiated was against my earlier firm where I negotiated with one of the lawyers who I mentored back in the firm, and having that kind of interaction with him, trying to recall and leverage all the business side elements of what I wanted to protect for my client and interacting with him on that point was a very good learning for me.

    And it was a very, I would say, smooth process because.  I was very proud of the fact that he also came at me with very logical arguments. And this is another very important point because if this is going out to other lawyers who are in this profession, one thing again that you have to realize is please, whatever arguments you’re making in a negotiation, number one, be very well prepared with what you have to say, why you are asking for what you’re asking.

    And anticipate what the counterparty might say, putting yourself in their position.  Because a lot of time, the only argument you’re giving is, this is market standard. This is what we want. Without giving a rationale, then you’re effectively  moving yourself back from the negotiation table and you’re making it break down.

    So another very important aspect that I learned, especially for negotiations, is that you really need to put in a lot of effort, a lot of work to support what you are saying, why you are saying and why it makes sense. Because at the end of the day, your job is to ensure that there is a solution that works for everyone.

    You cannot drum things down on the other side unless of course you have leverage. But most times when parties are on an equal footing, you need to come with solid arguments, but also help the other side understand. Look, this works for me and it also works for you because A, B, C, and what you are suggesting doesn’t work because of D, E, F.

    So when you give rationale, it is very difficult for the human brain to immediately say no. It makes them think. And once you’re making someone think that, that means you’re moving ahead. So that’s a negotiation strategy that I deployed amongst the other things that I learned. But one thing that I felt very happy about was I could see that what I had learned almost entirely was being replicated by someone who  I basically helped and who’s now a very accomplished lawyer in his own right.

    So I think it was a good negotiation, and that’s the reason why I remember it so well.

    Wow! The way you approach challenges using both legal expertise and analytical skills developed through your MBA is fascinating. How has this combination helped you attract clients like startup founders seeking fundraising and structuring advice? Since law itself demands logical thinking, how did you transition from initially not being inclined toward corporate law to strategically building your expertise in this field? What steps did you take to train yourself to handle these challenges analytically and logically?

    I read a lot. The simplest answer is I read a lot. I put myself in situations where I was forced to be the one doing the grunt work. One example I can recall from the first firm I worked at was that we had one of the best corporate law libraries I can think of. There were books on M&A and transactions that I don’t think many law firms in India would have had access to.

    When I had access to that library and to some of the best corporate lawyers in the country, I was as inquisitive as a young lawyer could be. I would always read up on different transactions. I would read about how contracts are framed. I would read about best practices in the United States or the United Kingdom. I would read case laws during my off time. I would review transaction documents signed by the firm 10 or even 15 years ago.

    So, once I became interested in the business of transaction law—or any subject for that matter—it was always about putting myself in a situation where I could learn whatever I wanted to know about it. I would find resources, read, and absorb as much as I could. And now, this has become 10 times easier because all research often requires is a simple prompt. I think research has become easier, but at the end of the day, it’s about reading the full article or the complete chapter of a book and understanding it deeply.

    For me, developing this analytical skillset has always been through reading a lot and talking to a lot of lawyers. Whenever I was on a deal with someone who did things I didn’t understand, I would never hesitate to ask them, “Why did you say that? What was the point you were making in this argument? Why was this so important?” You’d be surprised at how many senior lawyers genuinely appreciate junior lawyers coming up and asking such questions.

    I would urge a lot of lawyers, especially those in law firms, to never hesitate in approaching your senior associate or principal associate and asking, “Why is this happening?” This is also a very important point for potential leaders. Whether you are becoming a senior associate, a principal associate, or a partner, whenever you are delegating work, it is imperative that you explain why you are doing it and what you are expecting from the team. This not only enhances their comprehension of the problem but also ensures that they remain focused on the outcome.

    For me, developing that thought process was both as a learner and as someone who mentored young lawyers and interns. Constantly engaging in that way made it second nature to me. Whenever a problem statement comes before me, I can immediately identify the key aspects—the fact pattern, the trigger points, and the interests that the client needs addressed.

    One of the first things I do when I take on a mandate is to talk to the client and understand what a successful outcome looks like for them. This is something I find many lawyers overlook. Even before my MBA, I always focused on this, but after my MBA, I learned that a successful advisor not only understands what the client needs but also helps the client define what they truly want. Sometimes clients are not equipped to frame their needs clearly. It is your job to guide them—to be like Gandalf for them, mentoring and advising them in a way that helps them discover the most viable solution.

    It’s all about constant interaction, continuous updating of knowledge, and being hungry to understand things. In every form of communication—whether on WhatsApp, email, or in conversations with juniors or seniors—you must have clarity in what you are saying and why you are saying it.

    Over time, it all becomes second nature. At least, that’s what has happened to me.

    Being an avid reader and someone who has never hesitated to question and learn from seniors, how has this curiosity shaped you into an approachable mentor? You’ve guided many aspiring legal professionals, how does it feel to see your mentees succeed, and what key advice or guiding principles do you usually share with them that our learners could benefit from?

    I’m very passionate about this, so I’d love to talk more about this. One, how I started, again, my inquisitive nature always made me question everything. And it was not just in a law firm; it was even at home. Why is this the way? Why is that the way? And because I had a background in science, it was always that questioning of why something happens.

    Unless you understand the why, you’re never going to understand the process itself. So you need to know why something happens. There has to be a reason behind it. And that prompted me to be very inquisitive. Based on that, I spoke to a lot of people. Sometimes I would be shooed away, but a lot of times I would be given a patient ear.

    And also, in a way, because I was instrumental in helping form the internship strategy at one of my firms, it made me interact with a lot of interns. Throughout that journey, I realized that interns also come to a law firm with the expectation of learning. They are not just there as law students who are expected to do a lot of grunt work or research work; they also have an expectation from the law firm. I learned that while interning in some of the best law firms in the country, a couple of them in fact, and there I got a sense of understanding what work goes on in a law firm.

    But there is also that learning that happens from some of the senior lawyers, which is absolutely incomparable because they know how things work in practice. What you are studying in law school is a lot of academic knowledge. So it was my role that because I got that, I had to give it forward, and I enjoyed doing that.

    I enjoyed speaking with interns one-on-one throughout my time in all the law firms that I worked with, and even now. Now the question is, how do I do it? Again, it’s a very similar way to how I work with clients. My first question to a lot of them is, I need to understand why are you here? Why are we talking?

    What is it that you hope to achieve out of this? There are people who come asking me for advice on how to manage toxicity in the workplace, which is unfortunately a very important topic but is very prevalent. A lot of people ask, I want to shift from a law firm to in-house. How do I do that?

    The first question I ask is why? What’s problematic in that law firm? What is it that you have identified that you cannot work for? If someone asks me, okay, I’m a lawyer who’s doing disputes, I want to go do an MBA, my first question is why? Have you asked yourself why you want to do this? Is it the money? Do you want to do law, or do you want to do law with that understanding?

    So the way I talk to students, mentors, and young lawyers is first I ask them what their motivations are. So it’s sort of like helping them drill down in their own mind what it is that they have to speak about when they come to me. And my role is mostly to help them realize what it is that they want and then give them my understanding with a very clear caveat.

    I am not a counselor. I am not a career guide, and I’m not, let’s say, an MBA coach. I can only tell you what worked for me, and there is nothing to say that what worked for me will work for you. So please take what I say with a pinch of salt. But what I can tell you are the principles that I applied; they are very likely to probably be relevant in your field because the principles are very straightforward.

    Have clarity of thought, understand the motivation behind any action, whether it’s speech or whether it’s written. Understand the implications or have an idea of what the implications of those actions would be, and then if you’re okay with the implications, go achieve that outcome in a strategic manner.

    Understand what it is that you want to do and then lay out a plan of action. Don’t just go headfirst into a situation and say, I’ll take things as they come, because that’s inefficient. One thing I keep telling people is law requires you to be efficient because at any point in time, you’re juggling five things.

    So if you’re not efficient, you are bound to drop the ball. And the best way to not drop it is to have some sort of structure, some sort of, I would say in a crude sense, an SOP. If a project comes, then I do A, B, C. If X happens, then Y is the outcome. While it takes time, the moment it gets crystallized, it becomes a very standard operating process for anyone.

    It then just becomes like a program. Once something comes, you know the path that you have to follow. So your brain is then only focused on exactly the substance, not the administrative process around it. And that helps a lot of people realize their own value, their own way of working. Some people work visually, some people work through reading.

    Some are more analytical than others, but then they find what it truly is that they want, and that’s when it’s more of a eureka moment for some of them. Obviously not everyone has that, but that’s my path. It’s not spoon-feeding. It is effectively helping them understand who they are, what it is that they want, and how they can do that.

    I can help you create a path to it, but what you want to do, that’s up to you. And then it applies everywhere, whether it’s professional or personal, whether it’s within the law or outside the law.

    Navigating such a demanding career, how do you maintain a balance between mental and physical health, especially when long hours and tight deadlines are involved? What strategies have worked for you to stay productive without burning out? Additionally, looking ahead, what are your plans for the next few years in terms of your career and practice, especially after transitioning from law to also pursuing an MBA?

    I can speak for hours because that is such an important aspect that I’ve realized. Unfortunately, a bit later in my professional life, but better late than never in my view. So I cannot stress enough how important managing your mental health and physical health is, especially in a career like law.

    I don’t think I need to go into the details of why it’s important. I think it is now an absolute truth that you need to maintain every aspect of your body, whether it’s the physical body or the mental body. You have to, if you want to lead a life that you are content with. There is no question about it.

    And I think that’s pretty much a given. How to do that is a major point. One thing I felt in my own life, even without having maybe the knowledge that I do today, is I could take care of my physical health because I wanted to. Right from the day I started working, in fact, a year before I started working, I made sure that I made it a habit to do some form of physical workout every single week, maybe four to six times continuously. Once it became a habit for me for, let’s say, over a month or two months, if I remember correctly, then it became an indispensable part of my daily routine, and I think that’s what’s most crucial. Once you make something a part of your routine, then it becomes something that you don’t need to think about.

    Yes, there is that initial inertia that prevents you from doing things that you know are important. That’s where actual growth is. If you push yourself through for a short period of time, once it becomes part of the routine, in fact, you feel the other way. There was this period of time when I was undergoing some physical issues where I couldn’t go to the gym, and I genuinely felt that I was missing out on something during the day because it feels that once I work out, once I come back to work, I feel motivated and invigorated. A physical workout of any kind, whether it’s running, walking, yoga, going to the gym, swimming, any form of physical exercise that elevates your heart rate and makes you sweat a little bit, is, I think, very crucial not just for your physical health, but it also has an impact on mental health.

    And when it comes to mental health, there is this saying that everyone should meditate for 20 minutes a day, except when you are really busy and stressed. In that case, you have to meditate for 40 minutes a day. What people don’t realize is the value in that statement is so deep that unless you do it, you will not realize it.

    Meditation doesn’t mean that you have to go to a particular place; if that works for you, great. But meditation is effectively calming your thoughts. It’s not about having no thoughts, but mindful meditation. The one that I follow is just having comfort in knowing that whatever you are thinking is okay, and you let it pass without judgment.

    Simply put, giving yourself 15 to 20 minutes a day, anytime during the day, where there is calm, where you are not worried about the next message, the next meeting, or a call that’s supposed to happen. The impact that that period of calmness has on your day, and if you do it over a period of time in your life in general, really helps you also become a better lawyer.

    I’ll give you an example. There are a lot of times in a lawyer’s life when, during negotiations, things can get very heated, and I have seen lawyers lose their cool in conversations. One thing I felt after I started meditating is that my reaction to a lot of unnecessary verbiage that’s thrown in a negotiation is much lower.

    I don’t react impulsively anymore, and what that does is it not only shows that you are the bigger person when you are keeping your calm while the other person might be shouting, but it also shows your client that you are confident about the path that you’re following. Ultimately, if your client sees that confidence in you, then that means you’re doing something right as his or her advisor.

    So it’s not just about feeling good about yourself. All of these things actually also help you become a better lawyer as well. It helps you deal with the stresses that the life of a lawyer will inevitably throw at you. It is a given that a lawyer’s life will have stress. There is no escaping that.

    Anyone who thinks otherwise is deluded, or they’re probably practicing law in a way I have never seen. But stress is effectively in the nature of the legal career, and the only way is, you don’t wish for stress to go away, you learn to deal with it, and you learn to manage it. One of the best ways to manage it for me turns out to be meditation.

    So I think it is absolutely critical.

    Get in touch with Aditya Singha –

  • “Today’s legal landscape demands not only legal knowledge but also a deep understanding of business. Focus on sharpening your research, writing, and communication skills, while thinking both commercially and practically.” – Gaurav Gupta, Founder and Managing Partner at Bridge Counsels.

    “Today’s legal landscape demands not only legal knowledge but also a deep understanding of business. Focus on sharpening your research, writing, and communication skills, while thinking both commercially and practically.” – Gaurav Gupta, Founder and Managing Partner at Bridge Counsels.

    This interview has been published by Anshi Mudgal and The SuperLawyer Team

    You’ve had an impressive journey-from top-tier law firms to leading legal roles in global MNCs. How has your professional experience shaped your approach to legal advisory today?

    Thanks. My career, as a corporate and commercial lawyer, has spanned over twenty years across law firm and in-house roles, and each stage has played a significant part in guiding my approach to proactive and business-centric legal support. 

    I started my professional journey in 2004 at AZB & Partners (“AZB”), New Delhi. I was involved in complex transactional work, including advising on matters pertaining to FDI, joint ventures, M&A, software licensing, and general corporate advisory. In 2010, while in AZB, I had an opportunity to do a secondment with Boeing International Corporation India Private Limited for a year, where I got my first exposure to an in-house legal environment. It was a transformative phase that helped me understand how legal advice fits within broader business objectives, something not always visible from a pure law firm perspective.

    This early insight laid the foundation for what became the most defining part of my career at Bentley Systems India Private Limited, a USA- based software MNC (“Bentley Systems”). At Bentley Systems, I served as Legal Counsel for almost twelve and a half years, across Asia South, and later expanded my remit across the South-East Asia region. 

    My primary responsibilities included managing a wide spectrum of responsibilities, including contract management and negotiation, software licensing, regulatory compliance, employment law matters, corporate leasing, contractual and commercial risk identification, and mitigation. This role further refined my ability to deliver practical, business-focused legal solutions across borders and industry contexts in an in-house legal environment. This role further deepened my appreciation for the unique challenges that businesses face. 

    Over time, I came to see how legal support, when truly embedded in the business, could shift from being a reactive function to a proactive enabler of growth, innovation, and risk resilience. not just in navigating legal risks I began to see how legal issues were rarely isolated as they were often intertwined with operational realities, commercial strategy, and internal culture. This further broadened my understanding of how legal support must evolve- not just to protect the business, but also to empower it.

    What inspired you to start Bridge Counsels? 

    Working in both top-tier law firms and as in-house counsel gave me a deep insight into how legal services function at both ends of the spectrum. On one hand, I experienced the deep technical expertise and structured advisory of law firms while on the other hand, I saw the need for legal support to be responsive, integrated, and aligned with business realities, especially in fast-moving environments. 

    What stood out to me over the years was a significant gap in the market, particularly among startups, MSMEs, and even in growth-stage companies, which often lacked access to quality legal advice because they didn’t have the scale or budget to maintain a full-fledged in-house legal team. Yet their need for ongoing, dedicated legal support was no less critical. 

    I firmly believe that founders should invest their time and energy in the growth of their respective business and leave the legal, commercial and corporate matters to experienced experts. This realization led me to launch Bridge Counsels which is designed to provide Fractional General Counsel (“Fractional GC”) as a service 

    My focus at Bridge Counsels is to serve as a legal partner offering structured, proactive, and business-focused legal support tailored to each client’s scale and stage of growth. Therefore, at Bridge Counsels, my aim is to bridge the gap between the high-touch, strategic insight of an in-house legal team and the flexibility of an external counsel. The name Bridge Counsels reflects this philosophy, bridging business needs with legal clarity. 

    How do you define the role of a Fractional general counsel, and how does this model differ from having an in-house legal team or relying solely on traditional law firms?

    The role of a Fractional GC is to provide continuous and strategic legal engagement to businesses as their de facto Head of Legal or General Counsel, delivering end-to-end legal support on a flexible, outsourced basis. This setup would help businesses, especially startups or growing companies, to get expert legal support without hiring a full-time employee. 

    A Fractional GC can offer companies, often startups or small businesses or foreign multinational companies proposing to enter India, the opportunity to work with experienced former in-house lawyers without incurring the cost of a full-time general counsel, helping them manage their daily legal needs and make informed strategic decisions. 

    Unlike in-house counsel who works full-time for a single company, Fractional GCs can support multiple clients while acting as trusted, long-term advisors. They are more integrated into the company’s daily operations, unlike traditional law firms, often participating in strategic planning and internal meetings. This model suits businesses that want consistent legal guidance tailored to their evolving needs, without the need to form a full legal department. 

    A Fractional GC not only provides strategic legal support but also acts as a bridge between the company and external legal service providers such as law firms, consultants, and specialists. They help control legal costs, identify the right external resources, and manage them efficiently. At its core, their role is to protect the company’s interests, ensure consistency in legal strategy, and make sure that external advisors align with the business’s goals and risk appetite.

    What type of companies would benefit most from hiring a Fractional GC, and at what stage in their journey is it most impactful to bring one on board?

    As stated above, startups and emerging enterprises typically benefit the most from hiring a Fractional GC. A Fractional GC can step into an early-stage business and provide high-level commercial advice to the board, especially when there is no established in-house legal leadership. They support key areas, including contracts, employment, data privacy, intellectual property, real estate transactions and regulatory compliance. 

    The most impactful time to bring in a Fractional GC is during key growth phases. This includes raising funds, expanding the team, entering new markets, or forming significant partnerships. At these stages, decisions carry a higher legal risk, and it becomes crucial to have someone who understands the business and can provide strategic guidance. 

    While a Fractional GC is often associated with small and medium-sized enterprises, this model is not limited to early-stage companies. Businesses at any stage of growth can benefit from this flexible legal support. Large-scale enterprises may also use a Fractional GC for urgent, short-term projects that need experienced oversight. Fractional GC can efficiently handle routine legal tasks such as drafting and reviewing contracts, updating internal policies, managing compliance calendars, supporting HR and employment matters, coordinating with external counsel, and maintaining legal templates. This allows lean in-house teams to focus on strategic priorities while ensuring day-to-day legal operations run smoothly and compliantly.

    As you build bridges, what are the kinds of responsibilities and deliverables you envision handling as a Fractional GC on a recurring basis? How are you preparing to meet those needs from day one?

    As a Fractional GC, I am expected to handle a range of responsibilities that align legal strategy with business goals. This includes managing risk proactively before it becomes an issue, supporting contract negotiations, ensuring regulatory compliance, and helping with corporate governance. I also aim to develop legal frameworks that support growth, guide internal teams, and collaborate closely with leadership to make informed, legally sound decisions that move the company forward.

    I would prepare myself by deeply understanding the company’s industry, operations, and goals. My primary goal is to be agile, responsive, and business-minded, delivering practical legal advice that aligns with long-term strategy.

    As you engage with fast-scaling startups and growth-stage businesses, how do you plan to help them navigate legal risks and regulatory compliance, especially when they operate across sectors or jurisdictions?

    When working with fast-growing startups or businesses across sectors, my focus is on offering practical legal guidance that aligns with their pace and growth. I begin by understanding the business model and key regulatory touchpoints, whether in contracts, data privacy, employment, or fundraising. From there, I help build simple, workable systems such as basic compliance processes or policy inputs that support sound decision-making. The aim is to be a steady legal partner, offering clarity and foresight as companies scale and navigate legal challenges. Confidence, knowing they are protected and compliant at every step.

    In a Fractional GC model where you’re not embedded full-time, how do you plan to ensure deep alignment, continuity, and confidentiality with leadership teams? 

    That’s a great question and one I take very seriously. My aim would always be to stay closely connected with founders or businesses through regular interactions and be available when needed. The goal is to be seen not as an outsider, but as a trusted legal partner who understands the business and supports it with consistency and confidentiality.

    Startups often move fast. Can a Fractional GC really make a difference during key moments like fundraising, investor negotiations, or M&A? Could you share an example 

    In India, startups often face complex legal challenges during key growth phases such as raising funds, expanding teams, entering new jurisdictions, or finalizing strategic partnerships. These challenges include navigating investor negotiations, managing ESOPs, ensuring regulatory compliance, and reviewing commercial contracts. A Fractional GC brings senior legal oversight without the cost of a full-time hire, making it ideal not just for early-stage companies but also for growing businesses that need structured legal support without expanding their in-house teams. Established enterprises also use Fractional GCs services for short-term or high-stakes projects requiring experienced legal direction.

    What should founders or CXOs look for when choosing a Fractional GC beyond just credentials? What soft skills and instincts make a real difference?

    Beyond credentials, founders should look for a Fractional GC who’s practical, business-minded, and easy to talk to, someone who can offer clear advice without legal jargon. They should have the judgment to say “no” when it matters, to protect the company’s interests. Identifying legal risks early, communicating them to leadership, and striking the right balance between legal protection and business growth are key. A good GC doesn’t slow things down; they help you grow smartly and safely.

    You’ve also built internship and mentorship opportunities at Bridge Counsels. What role do young lawyers and law students play in your model and what advice would you offer them as they enter the evolving legal profession?

    In the Fractional GC model, young lawyers and law students support senior counsel across multiple clients by assisting with contract drafting, compliance research, and legal operations. They gain exposure to varied industries and fast-paced legal issues, learning how to align legal advice with business strategy. Unlike traditional roles with narrowly defined tasks, this model provides a broader, more strategic perspective on how law drives growth. They actively contribute rather than merely observe and build the skills to become future legal advisors with strong commercial judgment and cross-sector experience. It’s a dynamic environment that prepares them to think like trusted advisors rather than technical legal executors. They aren’t passive participants as they engage meaningfully while developing the capabilities needed to grow into future in-house leaders or strategic legal partners.

    As you enter the evolving legal profession, my advice is to stay curious and open to learning. Today’s legal landscape demands not only strong legal knowledge but also a deep understanding of business. Focus on sharpening your research, writing, and communication skills while also learning to think commercially and practically. Always ask questions, take initiative, and seek feedback. Don’t aim to know the law; strive to understand how it applies to real-world decisions. Most importantly, be adaptable, because those who grow with change will be the ones who lead it.

    Get in touch with Gaurav Gupta –