This interview has been published by Anshi Mudgal and The SuperLawyer Team
Let me begin with a very basic and very important question as in what shaped this particular thought process of pursuing law as a career and what kind of a vision actually evolved over these many years while you are practicing law. After doing it from National Law University, Jodhpur, what kind of perspective or aspirations were there when you started and where it has moved? What kind of challenges have you faced? We would love to hear that story.
When I was in school, I was not very much aware that there is something like a five-year law course. I had heard about National Law School, Bangalore in way. I had heard that there is one legal institution in Bangalore, which produces high quality professionals in law, but law was not my first choice, primarily because I never thought in that direction.
So, I did my higher secondary, 11th and 12th with commerce as a specialization. And my first focus at that point in time was to get through to a good college in Delhi University, colleges like the Hindu College, SRCC, or St. Stephens, or similar colleges if possible.
So that was my first aim, to get into good institutions at Delhi University because Delhi University is one of the best institutions in Asia actually. And especially when I was completing my 12th in the year 2001, it was one of the best in India, in fact, the best in India in terms of the number of colleges it had, number of courses it had and the quality of students it had drawing good resources from across India. So that was my focus. When I was in class 12th, around six months before I was to sit for my 12th exam, I got to know that there is someone I know who is in National Law School, Bangalore, but I had not spoken to him as such.
But I got to know that he’s from National Law School, Bangalore. And that is where I started finding more institutions of such nature in India. At that point in time there were only three or four National Law Universities in India. One was National Law School, Bangalore, the other was NALSAR, Hyderabad. The other NLU was National Law Institute University, Bhopal and NUJS had just started, I think in the year 2000 itself. There was limited visibility of these institutions also. I’m from Jaipur, the capital city of Rajasthan. Maybe students from metro cities like Delhi, Bombay, Chennai, Bangalore, would know more about these institutions. Students from tier two cities did not know much about it.
When I was in school I was not very much aware that there is something like a five year law course. I had heard about National Law School, Bangalore. I had heard that there is one legal institution in Bangalore, which produces high quality professionals in law, but law was not my first choice, primarily because I never thought in that direction.
When I got to know there were three or four institutions, I filled up my forms, applied to National Law School, Bangalore, and applied to NALSAR, applied to Bhopal, and wrote their entrance test also. While I was doing so, there were a lot of talks about an NLU to be set up in the state of Rajasthan.
There were a lot of parallel discussions between the government officials about when to set it up. So NLU, Jodhpur was to be set up in the year 2000, but for certain reasons it could not be set up. And it was decided very, very close to, let’s say, April and May, 2001, that NLU will be started in Jodhpur, in the new academic session. Next three months actually. And it was there in all local newspapers, et cetera. I also read about it. I had already given a couple of entrance tests for other national law schools at that point in time. I also gave an exam for NLU, Jodhpur. I was successful in securing a rank there and getting selected
And that is how my journey began. In parallel, I had taken admission in one of very good colleges in Delhi University. I withdrew my candidature there and went with Jodhpur. There was a reason I went with NLU Jodhpur. You know, the institution just started. So, there was no legacy for the institution as such because the 2001 year was the first batch of the institution. And the prospectus of NLU Jodhpur, a very small, 10-page prospectus was written by our first vice chancellor- NL Mitra. And I can tell you that the 8- or 9-page prospectus spoke volumes of what that the institution (NLUJ) could be.
It was worth a 100 pages prospectus. And in fact, one of my close ones who was senior to me, he read that prospectus in his free time. He told me, if you get a chance to join this institution, do join this institution because the way the prospectus is written, I think this institution will be a very good institution.
And exactly that happened. I got through NLU, Jodhpur and there I started my journey as a law student. Mind you, I never thought that I would join a legal profession as such, but it happened. And initially it was very, very difficult. We had two shifts of classes in NLU, Jodhpur. The first shift was from 8:00 AM to 12:30 PM and then there was a lunch break.
We did not have our own campus for the first three years. So, there was a transitory campus in the local university campus, basically, for us, a small campus. And then we were living in a hostel, which was far away from our university campus. So, we will come back to our hostels and then there’ll be a second shift of classes from 4:00 PM. The timetable said it was up to 7:30 PM in the evening, but it’ll stretch to 8:30 PM or 9:00 PM. And the second session classes were undertaken in the canteen area of our leased building.
We had no infrastructure as such. No physical infrastructure as such. The only thing we had with us at that point in time was that all of us, over a period of time, were mentally united. Subconsciously united over a period of time that we are going to create an institution of great eminence.
And we take pride in ourselves that we are part of the first batch of the institution. Otherwise, being part of the first batch of any institution is in a way an experimental step If things go well, the institution becomes well known. If things don’t go well for three, four batches, institutions take time to actually grow over a period of time that way. But as I said, our batch, we had a very limited number of 41 students. Over a period of time, we got subconsciously united and took pride that we are part of the first batch, and saw that as an opportunity.
That first batch is the most important batch because this is the batch, which is laying down the foundations for years to come.
But there was a great opportunity for all of us and that is where I would use this platform to also thank my first vice chancellor, professor, Dr. NL Mitra, a great man. He had the vision right from day one, how he wants that institution to be and only, and only because of his vision. Our institution started doing well right from the first batch. And his vision, we were able to imbibe to some extent over a period of time.
There is no one who can guide you generally or guide you how to apply for LLMs. There is no one who can guide you on how to crack into tier 1, tier 2, 3 law firms or top legal jobs in companies. And that is where we got a lot of exposure because there was no one to guide us.
We were our own torch bearers. So, we did a lot of trial and error. Actually, we studied a lot at that point in time, processed more information, that is something which really helped all of us. It also helped me a lot because by the end of my second year and the start of my third year, I knew what areas I should specialize in, and how I should take it forward.
I knew it like other students also subconsciously, because we have already tried and tested a lot of things. A lot of things didn’t work out. Only a couple of things worked out for us. So, we knew. It’s like saying, you know 1000 ways a thing will not work, indirectly you know one way the thing will work.
This was my experience at NLU, Jodhpur. I was very interested in corporate laws to start with because I had a commerce background in my 11th and 12th class that really helped me, and I was from ICSE board, so I don’t know now, but at that time ICSE board, some subjects were highly specialized.
For example, the economics that I read in class 11th and 12th was that time very similar to BA economics honors student was doing in Delhi University in second year or in the third year. So that was the level of certain subjects. I had a lot of interest in economics, commerce, and accounts.
That is something which really gave me a head start, an automatic head start when I was reading corporate laws, actually, because corporate laws are all about companies, companies actions, how company is dealing with stakeholders. I had done a bit of it already when I was in higher classes of my school, so that gave me a head start, and that gave me a lot of confidence.
It’s not only about confidence. Confidence has to be backed by substance over a period of time. How to generate that substance? Now, a lot of good students are writing blogs. They’re doing podcasts, they’re making videos on discussions, etc.
They’re joining panels or contributing to panels. But in my time, there were only limited avenues that were available. As far as your visibility is concerned, there was not much branding for legal institutions that time as much as it is today. There were no rankings as such other than some India today ranking and a couple of them.
That also came later on, I think in 2005, 2006, 2007 but 2001, 2002, 2003, 2004 there were no rankings as such, like we have today. We have a lot of rankings, a lot of brand building exercises. In fact, I go to a lot of networking events. I see representatives of legal institutions also being present there and networking there, branding their institutions.
So those things were not there. The only thing you could have done on your visibility on your institution was winning moot courts or writing articles. Even writing articles. They will select journals like All India Reporter, Criminal Law Journal, Company Law Journal and a couple more, and they will primarily prefer practitioners for article publications. Practicing advocates, a lot of practicing advocates and retired judges wrote in All India Reporter that was very famous and very esteemed. And must be even today, I presume so and so room for us as a student, for any student that point in time was less.
Again, that’s an opportunity. You see, mental perspective is very, very important. Very important. So, if you have a positive mental perspective, you see everything as an opportunity. Some of us had informal groups within our batch. In our batch only 40 students were there. So some of us decided that we will try to publish articles in criminal law journals, company law journals, et cetera.
We tried; we were failing. Then suddenly, a couple of us got published in Company Law Journal, Criminal Law Journal, All India Reporter. That gave us a huge impetus that now a journal which publishes articles of practicing lawyers, retired judges, or some judges also. Has published our article. That is a big confidence boost for us.
Others also started trying, then we had a lot more people trying, there was a lot more traction. More traction, possibility of getting positive results is more. If there are two people trying for something, and then there are a hundred people trying for the same thing, the chances of success are more with a hundred people as opposed to only with two people, right?
So that is something which really helped us, that also helped us to create an ecosystem of excellence. That is important because initial years with the first batch, second batch, third batch, and fourth batch law is not a simple course of study. It is very difficult. It is not like any other courses. It is very distinct. It is spread over five years and each year, each semester is different from another semester. So it cannot be that you have done very well in the first four semesters and next six semesters you will do well. No, it is also not that you have not done well in the first five semesters, that you will also not do well in the next five semesters.
You can always come back. That helped us to create a positive ecosystem for ourselves and indirectly for the institution also, because initially what happens is an institution is known by the students. Later on, students are known by the institution because so much of batches, so much of hard work has gone into the foundation over the years’ time and again.
And to motivate us at that point in time we were also trying to follow what other students, very, very good students of like institutions are doing in their fourth year or maybe in their fifth year, so that we can also emulate them, learn from their experience.
If somebody from NLS got into the World Bank, it also gave us a hope that we can also do so. If somebody wrote a book in another institution, it also gave us hope and motivation that we can also publish a book while we are in our fourth year and fifth year. Who is stopping us? That five years shaped all of us, shaped me a lot. When I started my journey as a first semester student, to be honest, I was not sure that I was going to survive for five years.
I thought I may have to drop out after the first year because it was not easy. There was a lot of regimentation at play. You had classes right from 8:00 AM to 9:30 PM effectively, it was too difficult for us actually. Typically, when people go to college, people think that they will have more free time.
That’s how people think of going to colleges of any university anywhere in the world, but when we went into college, it was upside down. We had less time. We had no time actually. So I did not think that I would even survive one year. But somehow, we kept on moving together. And being part of the first batch, I think was the most beautiful opportunity that all of us got. I’ve completed 18 years since I’ve graduated. All those trees, all saplings were planted by us. The first batch, second batch, and the third batch. So, it gives us more identification with the university that way. And the university also recognizes us.
I have a lot of gratitude for that institution. Moving from institution to practice of law, as I said, I was always very interested in corporate laws. I used to read a lot of articles on international forums, I think its Practical Law today, that point in time it was West Law.
I used to read a lot of journals, corporate law related topics or articles and used to follow them. That time there were a lot of changes in the Indian corporate law sections also, like there was a lot of talk about corporate governance in 2003, 2004.
I still remember Narayana Murthy Committee report, Naresh Chandra Committee report, Cadbury Committee report 1999. So again, it gave us a lot of impetus to actually use these changes to our advantage. For example, I wrote 20 plus articles when I was in my fourth year and my fifth year. And all those things helped me. They gave me a lot of topics actually. I was very well aware of what is happening around me in relation to corporate laws, corporate governance, securities law, and I took that as an opportunity to write about them, build my visibility, talk about them, and try to get the right internships.
Once you have known your ecosystem, you have known your ground well then you know what is your next step? What is your way forward? Without it, it is very, very difficult. So, I know that I’m very interested in corporate law, securities law. I was trying for an internship within college when college applied. Nowadays scenarios have changed a bit, but at that time, the College Replacement Association was doing.
I wanted to intern at SEBI, for example. I got a chance to intern at SEBI, and again, I was fortunate. It was a 4-week internship. The day I joined, I was given a task to make a compendium of orders passed by SEBI for the last three years. I did this internship in 2004. So, when I went onto the intranet website of SEBI, we had access because we were interns there, I saw that there were around 550 orders that SEBI had passed.
I had to summarize those 550 orders in a tabular format given by my senior, who was assistant legal advisor at that point in time. And I did that day in and day out. I used to enter the SEBI office like everybody else, and I used to stay in that office till 9:30 or 10:30 PM. By 5:30, 6:00, 6:30 everybody would’ve left.
So, either the office caretaker, et cetera, were there, or I was there. Or maybe a couple of seniors, those who had urgent deliverables also, because it’s a regulator, those were there. So, I had a chance to analyze more than 500 orders passed by SEBI. It gave me a wonderful exposure.
I could not have gotten that in my entire career because I do not think any lawyer or anybody in a particular stream would analyze 500 cases at one go, because you don’t. Because you go by what is your client requirement? What is the nature of the case? You see select precedents, you don’t see 500 cases as precedent, but I was very, very fortunate.
So, while I was doing that it augmented my learning in corporate laws. When I came back to college, I knew inside out about all SEBI regulations, the sections, the provisions, which SEBI order got overruled by SAT in the last three years because of the work I have done. So, I was very fortunate in that way.
I carried on my learning. I read more on securities law, for example, more on corporate laws. In our institution, one thing also which really helped me, I am part of the first batch in India of a five-year integrated law force in law and management, BBA LLB, and then Jodhpur started that course in 2001.
That also gave me an impetus because I had commerce as a background, and BBA was a natural next step to commerce background. So, whatever was to be taught in law school.
Because you see, law school focuses more on law. As opposed to BA or BBA or BSC, et cetera. The BBA part I had already done in my school, more than 90% of it. So, I could focus more on law in the later years to come. And somehow my internships were such, they helped me to explore myself as a person also and myself as a future professional also.
I did my first internship with Mazdoor Kisan Shakti Sangathan, MKSS. MKSS is the pioneer organization in right to information in India from early 1990s led by Aruna Roy. I did an internship with them, a ground internship with them in a village. In the outskirts of Udaipur district.
There was no conveyance, et cetera. It was a national highway; these national highways were not like express highways of today. There were two lane national highways and you had to take a lift. There were no buses, you had to take a lift on a lorry or a tanker or a truck passing by.
And I did my internship in that village. It was the year 2002, I lived with them, I also carried out what they had started, actually social audit. What they will do, they will form a team, they will go to different districts, monitor the development project there, and actually do a social audit of what is written on the paper and what on ground development has been done.
And there I also met Mr. Arvind Kejriwal. Because at that point in time his organization was working for right to Information in Delhi. So, I was with him as a part of his team. We were four or five team members in formal groups doing different parts of social audit, et cetera. So I was fortunate that way also, if I see, so now. And if you remember, 2002 was also a time of Gujarat riots, and this organization, what they were doing, they were trying to inform people about the riots going on, so that people are actually aware. It was May and June in Rajasthan, in the outskirts of Rajasthan, Udaipur. And we had a cycling project wherein we’ll go to different villages.
We had targeted, I think 50, 60 villages. We’ll go, we’ll interact with them, spread awareness, also talk about the right to information, et cetera. So, we would cycle along with 50, 60 more people along with us in the daytime in May and June in Rajasthan for the entire day. And we did that for seven days. And those bicycles were not sports bicycles, if you remember that black and yellow, those bicycles. So, these kinds of challenges, we do not know when we are in them. We do not understand or actually know how they are shaping us, but our experiences are actually shaping us. So, my internship in Mazdoor Kisan Shakti Sangathan also shaped me. Shaping me in terms of leadership skills, spreading awareness, having a team moving along with the team is all about leadership skills.
Otherwise, unless you are on the ground, you don’t get to learn leadership skills, team skills by doing a management course. You have to be on the ground. You have to connect with people. You have to relay what you want to relay to them.
Now, spreading awareness in the remote village of Rajasthan is very, very challengeable because forget about English, you will not find people, those who will even speak Hindi, they’ll speak Marwari or different languages because different areas have different nuanced languages also. Interacting with them, relaying to them how right to information relevant for them, they will not understand, right?
Because what they are concerned about is three times the food and clothes to wear. That’s the basic and all requirements. In remote villages, that’s the reality even today. And talking to them about the right to information, if you are successful doing that, I think you are the best salesperson in this country if you can do that.
So, I got exposed to these kinds of leadership skills, experimentation also, practical experimentation also. I did my second-year internship with Prashant Bhushan. So, you can see the trail. I was with Aruna Roy, Arvind Kejriwal and my next step was with Prashant Bhushan. So, Prashant Bhushan, I interned. We worked a lot on public interest litigation. Again, a very, very good experience, because law is all about well-rounded professionals. You may be practicing in a particular stream, but if you are well-rounded, your knowledge base is wide, your receptivity is wide, your perspectives are more, and that is what helps you in differentiating between yourselves and others, basically, this is your USP.
Any lawyer or any student who has more perspectives is a couple of steps ahead than any other knowledgeable student. Any professional who has more perspective is two steps ahead of any other professional having a host of degrees, host of experiences, best of salaries, does not matter. It’s all about developing perspective over a period of time.
In that way, my internships also helped me. Then I interned at KPMG, Bombay in my fourth year. I learned how accounting firms are important for legal practice or corporate law. Because when you think about law, you think about law in isolation or in silos, actually, it doesn’t happen.
Law requires a context to operate. Without the context, we will not be able to apply law. Very famously, our vice chancellor used to say, and I think there is a question on that also in subsequent discussion pointers, he used to say, you have to be master of fact rather than to be master of law.
If you are a master of fact, you will know how you will apply the law known to you. If you’re not a master of facts, you don’t have expertise on your facts or a subject matter, then how will you apply law? How will you get desired results? It’s all about doing a very nuanced interpretation or nuanced practice.
How do you nuance it when you are able to filter through a lot of information? How do you get more information? You have to know more and more about your facts, and then you get to know that these two statements are the most material statements. I’m basing my case on this; law is applicable on this.
So, before you become a master of law, you have to become a master of facts. I was actually judging one client counseling competition in National University Aurangabad. And I really love that concept because as lawyers, we forget about as a law student, as lawyers, we take years and years to learn the art of client counseling.
What does the client want? How is the client placed? How can he get relief? What should suit him? All this is client counseling, and we take years to actually understand this. I’m very happy that some of the institutions are taking the lead and organizing something like mediation competitions, client counseling competitions, because these are very nuanced initiatives as compared to the moot courts.
Because moot courts, you have a problem at hand. The facts are already with you. The problem statement is already with you. You don’t have to do anything. You have to read the problem statement. You have to apply law and argue. Moot court is all about that. But in a client counseling competition, or a mediation competition, you have to take out information from your client as much as you want, as much as it is relevant, and then use your knowledge to actually supplement.
That is why these initiatives are excellent initiatives. Some of the institutions are doing. I think all institutions should do it. They should have a course in client counseling. We have courses in mediation, but we should also have mock trials and courses in client counseling, because that is what we do as professionals, right from day one. Because day one, when you join as an associate or a zero, your senior may tell you if you’re practicing in the M & A department of a law firm and can tell you, okay, we require X, Y, Z information from the client. Why don’t you call him and take information from him? When you call the client and take information for him, you have to have certain basic knowledge so that you can tell the client why this information is relevant so that he’s more forthcoming and seamless to give you information.
Otherwise, clients would think that person is only asking for information, time and again, time and again, and time and again. The art of asking relevant information. And nuancing your interpretation and practice around it is the legal practice for me, be it contentious, be it litigation, be it non-litigation. Non-litigation at times can become even more difficult actually. So, if you are an M&A lawyer, private equity lawyer, or venture capital lawyer, it’s not about representing your client on the table. It’s also understanding what are the expectations and interests of other stakeholders. Reading the room. And after understanding the interest of other stakeholders, how do you actually manage the stakeholders together to cut the deal?
What happens if something is of much interest to your client, something else is of much interest to another client. And the same is the case with other stakeholders. You will never crack a deal together. There have to be middle grounds, there have to be nuanced positions. How do you do it? You have to have that mental perspective to understand the interest of other stakeholders.
Like we say, a good lawyer is a lawyer who understands the mental framework of judges as if he’s the judge, as if he’s asking the questions, so that he can preempt the questions and include it beforehand while arguing and in his pleadings. The same thing applies for corporate lawyers also. Also thinking from the mental perspective of the other stakeholders.
Counterparties also, because you see, you are saying X and you are not moving an inch at all. The other party is saying Y he is also not moving an inch. What is happening? The time is getting wasted for the clients, the clients may love you for your skills, for a couple of meetings, three meetings, four meetings.
After that, they would want to see how you actually solve this problem. And that’s what the practice is all about. Nobody is hiring lawyers, for example, to not do the deal. They’re hiring lawyers to do the deal, to act as a fulcrum, to act as a catalyst. So as a lawyer, if you’re reading the room well, understanding everybody’s expectation and the interest well understanding your client interest as well.
Then you know in your head that what is good to have for you and what it must have for you, good to have will have 30 items, for example, must have, will have only two items. You do a trade between good to haves to get much must to have. You have to close the deal. My idea talking about this at length is that law students and early legal professionals should focus on developing as much as mental perspective, definitely, and as much as interpretations, other perspective, nuanced perspective as possible. And, it comes with an interactive set of people.
Also, it comes when you take interest beyond your call of duty or beyond your work. So in our transactions, we have financial advisors, we have tax advisors, then there is a client who is talking about commercials. We, as the corporate lawyers advise on, let’s say 70% on commercials and 30% on law.
This is how corporate law transactions work actually, to be honest, now, if you only focus yourself to law and don’t understand what is the objective of the parties commercially. Then it may be very difficult for you to close the deal because you are on the table, on a deal table, you see important people are there. From the key managerial personnel to the directors and the senior managing director. Those are the kind of people there on the deal table. And as a lawyer, you are also on the deal table. That means you have to contribute. Not only with the knowledge, but providing a nuanced solution. Because knowledge will give you a lot of information.
But out of that information, what you pick as a solution is your capability. And that is why some legal professionals are more famous, command premium. Because if you hear their argument, be it in non-contentious practice or in contentious practice, they’re very focused.
They know five counterarguments for one argument and vice versa. They know five arguments for one counterargument, because first they think what the counterparty will think, or thinks. This is what he may tell us. I’ve got my arguments already ready. And to top it up, I also have my own arguments.
I also understand the commercials of the parties. Not only law. Again, we spoke about master of fact and master of law. Here master of fact means understanding the commercials of a transaction for a corporate lawyer because you are expert in law. And you have to ensure that there is a marriage between law and commerce.
That’s how the deal will get done. And that is what should be your capability. So, coming back, we were discussing internships. I was very lucky doing internships at very, very good places.
Then I sat for a campus interview. I was successful in getting selected into various law firms. I joined the Luthra and Luthra offices. It was a very good legal organization having top marquee work in India. I got a lot of opportunities to work on some outstanding transactions which also helped me to understand the relevance of a legal professional.
I understood the relevance of a legal professional is not only about drafting agreements in your laptop or your desktop. Relevance of an illegal professional is actually to get all the parties together and agree on a common solution. That is more important because once that is done, anything can be documented.
Otherwise, the mental perspective, which early lawyers have, new entrants have, law students have, is that they think of documentation first, agreements first, law first, and requirements of the client later. It should be vice versa. Understand the requirements of the client first, requirement of the stakeholder first, and then documentation, then comes legal knowledge, so that you can give a very nuanced and to the point USP, which is your legal opinion or your legal interpretation that you are taking. Your clients will love you for that. Stakeholders will also be happy with you.
Then I worked at different other law firms also. Now you see law firms, two law firms. What my experience was in corporate law, for example, M&A, private equity venture capital. The work stream may be common, but different lawyers and different law firms have different approaches towards their work.
A lot of people say in law firms, it is very, very difficult to have work-life balance because you tend to work long hours, because the transactions are so, they require your last-minute involvement, et cetera. You are the one who gives comfort to other counterparties to your clients as well. So, you have to be involved. But I tell you one thing, there’s nothing like work-life balance in law. Because legal practice is a very difficult and different practice. In legal practice, you don’t have to deliver what you are expected to deliver. You have to deliver what your client thinks you can deliver, and you have to top it up with a premium or with your USB.
This is how it works. So, it is not like drafting a clause a client wants, but while drafting the clause and deciding the contours of that clause and agreement. Also discussing with the clients, the advantages and disadvantages and how different scenarios can actually play out because the document you are drafting is the document which is not useful for good times because in good times nobody opens the documents. The documents get locked up in the cupboard. A lot of our clients also used to tell me that the best document we want to use so that we don’t open it. Absolutely. You should not open a document because once the deal is done, the relationship should be good. Practically also speaking. But what about those rainy days? When there are differences of opinions, disputes and interpretation, then you have to open the document and then you open the document and see whether you had actually thought about it or not.
So, for example, as a lawyer, if you only follow the instructions of your client, it is to get the work done as early as possible because any client would want that. If I’m a client, I will also want it, but at the same time, it is important for you to discuss the nuances of that with your client. And tell him how these frameworks can play out in different scenarios. And that is what you have to document in your agreement. So that your document is fungible and is to an extent futuristic. I’m not saying that all lawyers come together and draft a document for two years.
You cannot think of, there can be innumerable scenarios, et cetera. You cannot actually document it, but you can document what you have learned. This is your experience. So like, I have done 200 plus M&A deals, private equity and venture capital deals. I have had a lot of learning, for example. So, I’m carrying that learning when I’m doing my 251st deal.
I’m carrying out the learning of 250 deals that I have done in the 251st transaction. And I’m also telling my client to also include this scenario. What if this happens, what will you do? Let’s include that. Because you never know. Because commercial transactions in India are increasing.
We are almost a $4 trillion economy and we are moving to a $8 to $10 trillion economy in 25 years. In the last 75 years, we have added 4 trillion in the next 22, 23 years, which is 2047, we’ll add more than 4 trillion, which we could only add in 75 years. The pace of growth will be faster. There’ll be a lot of opportunities, but at the same time, there’ll be a lot of complications also. So, five, seven years back when the startup community in India started in 2015, 2016, now it is at a different level. If I had to discuss the founders’ agreement with my founder client, they would say, no, we are best of friends.
We are family friends; we are thick friends. We are school friends. We’ll not need it. Let us build the company. We’ll see it later on. But today you see there are a lot of founder disputes also. Now the same founders today, their first checklist is having a founder’s agreement.
You don’t have to educate them; they already know it. So, what happens there is more commercial traction. There are more disputes also, and that is where as a legal professional in this time, and in times to come in next 20 years, we have to work at a different level. At a very advanced level. It cannot always be a precedent based learning or a precedent based practice.
In litigation, it can be a precedent based practice. You know what the Supreme Court has viewed in such a scenario, et cetera. But in corporate law, M&A transactions, private equity, venture capital transactions, there are no court judgments that are applicable, it is up to the parties.
What is the nature of the parties? What is the nature of investment, amount of investment, nature of business, of the company? All these things play a very important role when you’re dealing with both the parties, your client as well as the counterparty. And how do you stitch the deal? To me, is the real premium you give to your client and that is something they pay you for. They’re not paying you for regular work. They can get it done from anybody else also, and then there is artificial intelligence also in the picture, which will draft a shareholder and share subscription agreement.
But what you give based on your previous learning is something no automated platform can give because there are a lot of practical nuances you handle while doing so. So that is why, it’s very important that today’s lawyers, today’s law students also think in those terms. Wear both hats, wear a legal hat and also wear an entrepreneurial hat because you don’t have to be a deal breaker, you have to be a deal maker.
You have to ensure, come out with structures, come out with opinions and arguments and practices, which enhances the chances of getting the deal through and not stalling it. Because you see clients have already made up their mind of doing a deal, and that’s why they have got you here. Very important because you see the top client, the principles have already been discussed between themselves, okay, we are going to do this.
They’re getting their advisors in the picture as a next step is to see, just in case there are no deal breakers as such. But they have not got you here to create an issue when the issue can be resolved. So, it’s like something which is of your best interest to your client. Can we oppose it to the other side?
And how you navigate that scenario is your role actually. And it’s continuous learning. You are never a complete lawyer. You are always learning, you are always understanding, you are always meeting new people with new perspectives.
If you have a positive bent of mind, a growth mindset, then you are progressing, then you are always progressing. And that is what I want to suggest to all new entrants in law. Any lawyer as well as, definitely law students have a growth mindset, a positive mindset where you see the counter arguments against you, not as counter arguments, but as an opportunity to develop further.
Give an even more nuanced solution because in a non-contentious practice, typically it is not that one party loses, the other party wins. Both of you win together. It has to be a win-win scenario for every stakeholder. And that is important. And over a period of time, how do you as a law student think how law works? You think of documentation, you think of law first, but when you become a legal profession, you understand how the client is placed? What are the expectations of the client? How can you deal with it? What can you suggest? This takes precedence over this agreement drafting. That comes actually later on. So that’s the mental perspective one needs to work, one needs to understand a lot of commerce, a lot of commercials. That also really helps because then you can read into the mind of your clients and the counterparties what they want to achieve?
Why are they doing so? How can I aid this, how can I facilitate this? Can I come up with a structure? Because in law there are a lot of gray areas, there are not many black and white areas in corporate law, for example, in M&A transactions, there are a lot of gray areas also, and that is where you have to take a call, you have to help your client to take a call.
You have to know market practices. How are other people doing it? Learn from others. So this is how the journey has been. I have always believed in learning as much as possible, learning as many perspectives as possible, trying to become a different version of myself each year, each couple of years, and trying to understand my clients more and more.
So this whole journey has been very fascinating, now I would like to ask you, as in when you start or when you enter these kind of deals, when you are trying to negotiate these big M&A transactions and you are drafting those deals, how do you make sure that you are a problem solver for your party, as well as you are not a problem creator for the other party as well? Second, while you were in your law school, I’m pretty sure that you may not have decided at that point of time that after five years I’ll become this, this, this, it became with learning. What kind of learnings were those?
Also, how did you navigate yourself towards this particular sector of getting so much into corporate law? Obviously, those SEBI 500 files were also very helpful. How have you made sure that that passion of yours, of reading still is there?
So, answering your last discussion point first, how did I decipher it when I was a law student and how I could continue. We just spoke that law is a very different profession, it is not only a deliverable based profession.
Actually, it is a way of life. Now, just try and understand one thing when I said, there is no work life balance as such in law, I did not mean that in a negative sense. I actually meant that in a very positive sense. In legal practice, more important, you are, people will want your more time, you’ll have more clients.
Clients will want your more time. You’ll be developing more trust with your client. This is how it actually works. You work, let’s say for 12 hours or 13 hours before it becomes a work life question. It is a question of your importance because you are important. Why is your client calling you and wants to talk to you at 12:00 AM in the night?
He wants comfort from you. Clients may have decided on something, we have a lot of clients, who are brilliant, people with management backgrounds from Harvard business schools. But still, at times they will discuss with me, they have already made their decision, but still, they will give me a call.
I’m thinking in these directions. Do you have any thoughts? You see how valuable you are to them. Because your one word, your one input can give them comfort or discomfort. In fact, discomfort can maybe give them lighter, more options to think on the decisions that they already wanted to make. Your importance here is inversely proportional to the time you have at hand. Because as a normal employee in any other profession. I go by the clock. Legal profession is a way of life, which doesn’t go by the clock. It’s a way of life. This is how you live, and you are able to manage everything together.
A lot of pieces in our lives move together. It is not that when we are at work, we are at work. Other pieces are not moving; other pieces are also moving. When we are traveling, we are also taking calls. When I’m on a holiday, for example, if a client wants to have a quick call, I’m taking that quick call. That does not take away my holiday leisure plans. In fact, it makes me more important. If you want to command a premium, both in terms of monetary privileges as well as non-monetary privileges, like you want to become famous for that, you have to become an important person. To become an important person, you have to be a trusted advisor to your client.
And why would any client chase you? He thinks you are relevant in the system and you have to give him time. That is why you see a lot of lawyers, top lawyers, they’re working for 18 and 19 hours a day. They still have a great life, great travel around the world, within India, outside India, great family life, great professional life.
How are they doing so? And why are some 9-to-5 people not able to do so? Because we don’t go by the clock. I’m talking to you right now. I’m also learning. It is also giving me an opportunity to express myself. Now I have two ways to think about it. Either think this as an opportunity of viewership.
A lot of people will listen to me, see my videos, and also give me a chance of an audience. Having good communication, developing my communication skills as I’m talking to you with examples or thinking, oh, we have already crossed one hour. Okay, let me see. Another 15 minutes.
I’ll complete it. There are two ways to look at it. A growth mindset looks at things very, very differently and that is where I have seen a lot of difference in my own life also. In my initial years, when I was a junior, I wanted to complete my work as early as possible, which even today, I want to complete as early as possible.
But, once the work is completed, move on to the other work and that is a pattern with lawyers which do not believe that law is a way of life, but once you believe and have a positive mindset, that law is actually your practice. Your profession is your way of life.
You operate very differently. You’re doing 5, 7, 8 transactions together. Doing 5, 7, 8 transactions together mean you are interacting with 50 plus people together at one point in time. 50 people know you directly, in meetings, in calls, and see your emails every day.
Those 50 people are talking to another 50 people about you. Some way, directly or indirectly. Look at your reach, look at your aura is wider. Because you believe in law, your profession and what you’re doing, your actions are the way of your life. That is how it is happening. Otherwise, there could be someone who can say, I cannot handle more than one transaction or two transactions. He is limiting himself. So this is something which when I was a law student, I took a lot of interest in corporate laws. Corporate governance was the flavor of the year at that point in time. As I said, the Naresh Chandra Committee report, Narayana Murthy Committee report, were very helpful to me.
I happened to read both the committee reports inside out and, if you read any of these committee reports inside out 200 pages, you know everything about corporate law practical, because they are the people with great experience in life. And if they’re doing some tasks, they are drawing on the experience of 20,000 people they have met in life, in one committee report.
And I also understood the importance of how the legal market is shaping up. As I said, knowing your ground is very, very important. And if you know your ground well, then you also know what are the movements happening in your ground, in your practice area or your to be practice area. So, I knew when I did my internship in SEBI, I did a lot of work there. When I came back I knew there were a lot of movements in securities related law. A lot of other judgments are coming. Many new laws are coming. Not only in India, but also outside of India with the Securities and Exchange Commission.
I also started reading about the Securities and Exchange Commission and see how SEBI is different from SEC. How did I create my interest? I created my interest by further developing the work. I did an internship when I came back to my college. Otherwise, what happens when you go to internships, you do work there. Once you are back to college, you forget everything. Your internship is as good as nothing. It’s only a statement on your resume. That’s it, because you have not further developed it. But I was somehow fortunate, had that growth mindset, that point in time, which helped me to actually develop on my knowledge.
When I came back from my internships, I read a lot of corporate governance stuff, I started writing articles, getting articles published, which gave me lots of motivation. Gave me a lot of fame within the university also. I was always thinking of cracking something, doing something well. So, my whole focus as a student in my fourth year and fifth year, every utilization of every second I’ve done was about creating something good for me, so that people know me. So that people talk about me. Nothing comes for free. It comes with a lot of hard work, but I never felt my hard work because I was in that momentum. Once you are in this kind of a growth momentum, positive mindset momentum, you are not doing any hard work, you aren’t required to do any hard work at all.
It automatically flows in that way because you are in that momentum. Somehow, I was lucky to be in that situation and having created that momentum for myself that I was only moving forward. That really helped me. And this is what I want law students of today or young lawyers of today to do. Get into that momentum. Give yourself a chance. Because the legal field, if you don’t have passion for law, can get very difficult actually. You have to have a lot of passion for law, a lot of passion for the work that you are doing, and it’ll show in the solutions you are giving to your client, in the discussions you’re doing with your client. And that is where the client will appreciate you. He will not think of you as a kind of another nut or bolt in the system. He will think of your entire setup. And that is where over a period of time the clients have become our friends.
If they’re buying any car or any vehicle or their sons or daughters are getting admitted in any law schools, they’re also talking to us. Because they have become friends. Trust has increased. How has trust increased? Because of the inputs that we are able to give and why we are able to give, because we are in that momentum, in that positive framework, mental setup.
Otherwise, it is not possible. Because law can actually drain you. Drafting a complicated agreement can drain you for days. You can get buried under work. If you have passion, then the scenario is totally different. I felt both I’ve been on both sides, where I’ve been buried under work, I’ve been on the other side also where I’ve done way more work than I was doing and did not feel any heat of what I was doing, I was really, really enjoying it. I was enjoying my time with the clients. I was enjoying talking on the conference call when a lot of people were listening to me.
That’s important. I was able to somehow give a better argument. The client is texting me on WhatsApp, oh, very good, very well done. That gives you a lot of impetus and that is something which keeps you going. It’s like fuel to the machinery. So, my advice for all law students and early lawyers is to somehow create that ecosystem for yourself.
Think out of the box. Today there are innumerable opportunities that are available to everyone. In my time, there were a couple of journals. Then the moot court, that’s it. Now, the number of moot courts and the client counseling events, mediation events, et cetera, has multiplied because we have 20 times more law colleges today, maybe more hundred times, I think. We have students making blogs, we have students making video podcasts, students having their own channels. There are so many avenues available wherein you can do your brand building. While doing brand building, you can augment your experiences and your work on a particular subject over a period of time.
So, SEBI, for example, from time to time or gift city regulators are coming out with consultation papers. As a law student, a sincere law student has done securities law, and has a lot of interest in securities law. Even if I don’t have any, I think I can do something, I can read up more. I can send in my comments to the regulator, who is stopping me?
The regulator is inviting public comments; you can send it. What is stopping me? So, there are lots and lots of opportunities in today’s time that are available with the students and young lawyers. There are a lot of good certificate courses going around. I happened to speak at a lot of good certificate courses. When I was a young lawyer or forget about being a student when I was a young lawyer.
These things were not there as much as they are today. There must have been a couple of certificate courses. Way too expensive. But today there are certificate courses, two hour sessions for 700 rupees, 800 rupees. And that too a partner from a tier one law firm actually doing so and sharing this experience.
So, my advice to all students and young entrants in law, get into that ecosystem, create a momentum for yourself, then you are absolutely unstoppable because you will see more and more meaning in what you are doing, which you may not be seeing now because you are not thinking in that direction. And, your first question is how do we actually strike a balance when on the negotiation table or trying to be part of a transaction? It is very important especially for corporate lawyers to understand what is good to have in a transaction and what is must to have.
If you’re clear on this, I’m telling you, 80% of the job is done. Now, if somebody doesn’t understand this, now, good to have a bucket list is a thirty-item bucket list and must to have a bucket list is the three to four items. If somebody really does not understand difference between good to have and must to have, he has bucket list of thirty five items, he is discussing item by item, by item by item, and the transaction, which should have been done in let’s say six weeks or eight weeks, is not getting done in four months, because he is trying to discuss each point and not trying to solve the points, not trying to understand the other side perspective also. So the best approach is while you put your best foot forward for your client, try to negotiate each point with him, but also see when it is not workable.
It is not working around. If it is not working easily with other stakeholders also, straight away have a couple of middle grounds to solve those problems. What will it do? It’ll make your deal more efficient. Save the deal time. Deal time at times is very important because you may be in a scenario wherein your client is investing in a very fast-growing startup at a X valuation.
You have done the term sheet and now deal with negotiation going for four months. That startup can tell you; the founders can tell you, look, boss, we are getting other suitors also at a higher valuation. Either you close the deal or we are moving ahead with somebody else. Because you cannot be endlessly trying to negotiate points on transaction documents for another four months or three months.
Very important, it doesn’t matter which side you are, the company side or the founder side or the investor side is to work on the middle grounds. If things are not shaping up positively, then work immediately on the middle grounds. See what is the expectation of all the parties and how all the stakeholders could be protected at the same time how your client can be protected, because what happens a lot of things are practical in nature also. You may want to document it in a certain way, but practically it happens with coordination between the shareholders.
This is how it happens and that is something we will need to understand. So, clarity on must have and it’s good to have and is very much required. And that is why I tell you very, very few lawyers have this clarity. They have acquired it over a period of time, and they are called deal lawyers because they make deals happen.
They act as a fulcrum or a catalyst to the deal as opposed to only doing knowledge sharing with their clients. This is how we are able to strike a balance between our client interest and the interest of the stakeholders on the deal table. While there are multiple other points.
It may not be possible to discuss that in video because that can go into some multiple hours of discussions. There are multiple points at play, but once you’re clear on good to have and must to have, 80% of the job is done.
What a journey, sir. It starts from this, that you entered NLU, Jodhpur and you decided to do your five-year law and then chose corporate law, did internships with a variety of legal patterns. Not only corporate, but I’m amazed that you did it with public interest litigation with going to the villages to understand how nitty-gritties work when it comes to fighting the system with the government and against the government, everything, it’s a fascinating story that you have shared. It is a long journey and it should be with the learners because you really have done almost all. From ground to up. And with so much passion. And it’s absolutely a beautiful interview.
We don’t learn at the cost of somebody else. All of us learn together. This is a kind of a win-win scenario. When I share my thoughts and you share your questions, I also learn along with your questions. Because your questions, your nuanced questions and different questions.
Put me in a scenario where I have to come up with something good, deliver. And this is common learning. And that’s why I am associated with a lot of the student community. I go to a lot of legal institutions, judge even in fact, there are even moot courts, et cetera, and take certificate courses also. Again, quoting professor Mitra here, he used to say that teaching is the best way of learning. So that’s my motto. As much as I can share my experience and learn at the same time, and all of us keep moving forward, keep moving together. So that’s my motto.
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