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You have over 21 years of experience in dealing with complex legal issues across various industries. How did your career journey begin, and what motivated you to specialize in Corporate Law, Mergers, Acquisitions, and regulatory matters?
I grew up in Delhi and my school & college times were during the 90’s. Those were the times when the most sought-after career paths were law, engineering, medicine or chartered accountancy. Though I am a Science graduate, I somehow could not create the interest within me to pursue Science or its related fields as a career option.
I lived near the North Campus of Delhi University. So, quite often after college would get over, me and my friends would stroll within the North Campus area. There, outside the Faculty of Law, I used to see students carrying and studying voluminous books. The sight of such books created a spark of interest in Law within me. I really got fascinated by these voluminous books. Many times, it happened that I would visit any random book stall and pick any random law book to see what is written inside. As I explored this further, this spark became stronger and stronger. Those were the moments when I decided that yes, Law would be a career field for me and the topic that enticed me the most was – corporate law.
With this passion, I enrolled myself for Company Secretary and after qualifying as a Company Secretary, my first step of becoming a corporate lawyer was taken. I joined a corporate group and was assigned to handle the matters relating to corporate law. This was my first exposure to the theoretical and practical aspects of corporate laws and my journey began.
After a few years, I prepared myself for the Faculty of Law, University of Delhi (D.U.) entrance exams. I cleared it out and got admission into the LL.B. degree course offered by the University of Delhi. With my hard work and dedication, I became a Law Graduate as well. With the passage of time and getting more and more exposure to the various fields of corporate laws, I developed an inclination towards mergers, acquisition and related regulatory matters. Today, with an experience of two decades, I am cherishing my journey as a corporate lawyer.
As a law graduate from Delhi University and a qualified Company Secretary, how has your dual qualification helped shape your approach to addressing legal and business challenges?
The dual qualifications of being a law graduate from Delhi University and a qualified Company Secretary has helped me immensely in navigating an approach towards solving a corporate challenge. I have been able to view the risks involved in a task both from the business as well as from the legal angle and thereby able to provide a pragmatic solution.
The dual qualifications have helped me to navigate the complexities of corporate law with tact, ensuring compliance and simultaneously providing legal advice, and thereby contributing to the smooth functioning of the business. With ever growing complexities in the business, it has become very indispensable that a balanced approach is maintained between the requirement of the business and the requirement of laws. For any business to thrive, the requirement of maintaining a balanced approach is a must and the dual qualifications have helped me to find a win-win situation for both the verticals.
Having dual qualifications have also helped the corporate whom I worked with in terms of single widow resolution [for (i) non-litigation matters; (ii) litigation matters; and (iii) corporate matters] besides controlling the cost aspects.
In your current role as Global General Counsel at Whitespan Business Solutions, what are your primary responsibilities and obligations, and how do you effectively manage them?
As a Global General Counsel at Whitespan Business Solutions, my primary responsibilities are that of a (i) business enabler; (ii) legal advising through evaluation and mitigation of risks involved in the business; and (iii) managing compliance. As a Global General Counsel, I have to see that unnecessary hindrances are identified and avoided.
The challenges in managing these responsibilities are not easy. While the crossing of paths of business strategy and legal requirements can never be avoided, the biggest challenge for me is to ensure, not only in Whitespan but every other corporate I have worked with, that this cross does not become a dead end. To keep both the internal as well as the external stakeholders satisfied calls for an ardent approach toward the work, ability to convince the parties involved and thereby providing a win-win solution for all.
You have handled several mergers, acquisitions, and joint ventures. Can you share an example of a particularly complex transaction and the key legal strategies you employed to ensure its successful completion?
As I mentioned earlier that with the passage of time and getting more and more exposure to the various fields of corporate laws, I developed an inclination towards mergers, acquisition and joint ventures (I would give here a common term to these – corporate restructuring – for the ease of understanding). Today, having undertaken a decent number of corporate restructurings, I would mince no word in mentioning that this line of business is not easy. Each and every case of corporate restructuring is unique and different from the other one and challenging. For e.g.: if one is working in a corporate group say ‘X’ and the ‘X’ takes, within its group, corporate restructuring twice, each of these two cases will be different from the other. There will be few common sections obviously, processes may be similar, but the schemes for undertaking these corporate restructuring will vary vastly on the grounds of: (i) due diligence; (ii) pricing; (ii) communication process; (iii) cultural diversity; (iii) employee engagement; (iv) financial integration; (v) system and data integration; (vi) management integration to name a few. And to make a point, each of these exercises in itself is a huge task.
I will quote one case for an acquisition which I handled. However, since I am bound by the confidentiality clause, I will not name the parties. So, this was a case where an international company wanted to purchase a major stake in an Indian company. Thus, when a cross-border transaction is involved, in addition to the applicable Indian laws, I also had to keep in mind the provisions of RBI / FEMA. I was the counsel for the Indian group in which the international company intended to acquire a stake. My first test began with due diligence. While we provided all the relevant records to the counsel for the international company, their list of seeking clarifications would not end. Realising this, I decided that I would employ tact, legal strategy and sympathy to cross this bridge. With these action steps in mind, I discussed the open points with the opposite counsel. And as it turned out, after a few rounds of discussion, the due diligence was complete.
The next and the biggest challenge came in the form of transaction documents i.e. Share Purchase Agreement, Shareholders Agreement etc. While drafting international agreements, it is essential to approach the process with a strategist mindset which involves a good number of key considerations like conditions precedent, conditions subsequent, selection of jurisdiction which would come into every aspect of dispute in a transaction. Coming back to the transaction, I had really hard negotiations on almost all the major clauses like tag along rights, drag along rights, pre-emptive rights, right of first refusal, reserved matter and indemnity clause. This exercise was a great experience for me and provided me with good learning as well as sharpened my professional and personal skills since the negotiations on the clauses were very hard, fierce sometimes, reached deadlock stages a few times and the entire process of negotiations consumed almost 3 months. But in the end, I could get the documents to a stage which was a win-win situation for all the stakeholders involved in the capital raise process which documents were at the beginning more of a one-sided affair. And thus, the transaction went through successfully.
You have extensive experience advising on corporate governance and regulatory issues under the Companies Act, FEMA, and SEBI. How have these frameworks evolved over the years, and what changes do you foresee in the near future?
The corporate actions in any corporate in India are majorly regulated by three laws namely, (i) Companies Act, (ii) RBI / FEMA; and (iii) SEBI. While Companies Act and RBI / FEMA applies to all companies whether listed or unlisted, SEBI is for listed companies.
My experience of dealing with these regulatory bodies has always been good. Right from the starting days of my professional journey till date, I have always found the regulatory bodies supportive. My take on these regulatory bodies is that the first duty the corporate must do is to comply in letter and spirit. Even if some compliance is missed out, don’t panic and take any otherwise decision. Approach the regulator and speak with them, they are always ready to help.
Having the understanding of business requirements, the authorities of these regulatory bodies are always working hard to make the respective framework business friendly keeping in mind the ask of the time.
How do you ensure that businesses remain compliant with the evolving regulatory landscape, especially in high-stakes transactions such as mergers, acquisitions, or foreign investments?
Working in the corporate, my understanding of business and law is that both complement each other. A business cannot be successful without compliance with law and there will be no requirement of law if there is no business. This equilibrium is also necessary for the economy of the country. Businesses have also realised that to attract capital for business requirements, staying compliant is of utmost importance. Obviously, no one would like to join hands with a business which is non-compliant or less-compliant with the applicable laws. No one would like to pump their money into a business which has regulators running after it on account of non-compliance. Who would want to risk their money? Not even a single person. So, if any person thinks that compliance is costly, please ask him / her to try non-compliance. The person will get the answer.
To ensure the business remains compliant, I would suggest the following:
- Keep a track of regulatory updates.
- Create an effective compliance program within the organisation and educate the employees about the same.
- Develop policies and procedures for compliance.
- Implement internal teams to monitor compliance.
- Create a business continuity plan in case of any unforeseen happening.
- Regular status update to the management on compliance.
With such a demanding professional schedule, how do you unwind and maintain a work-life balance amidst your high-level commitments?
Well, well, well, this is a tricky question and the most discussed topic nowadays. (Smile). Professional life is always demanding but as a human, one has to take out time for his / her personal well-being as well. Where work is important, life is equally important. For me, it’s like two pans of a weighing scale. Sometimes one goes up and the other comes down. But it should not happen that one is always up and the other is always down. To unwind myself, I listen to songs and read books. Besides, I also like watching suspense movies. It is very important for anyone to take care of oneself, in whatever way he / she likes. And so do I. Enjoy your life (both professionally and personally).
What advice would you give to young professionals aspiring to follow your path and build a successful career in corporate practice?
My advice to the young professionals is simple, both for professional and personal growth – work hard and do not procrastinate. Avoid taking short-cuts. Learn new things and wherever required, de-learn and re-learn. Explore territories which scare you. Continuous learning is essential since our profession is ever evolving. Stay updated to the best possible way you can. This will give you a lot of confidence to face others whether it is your company management or your client. Networking is vital for success nowadays. Try making a decent circle of professionals where one can share, discuss and learn.
Remember, each day teaches you something. Every person around you teaches you something, bad people give you lessons and good people give you memories. Learn the lessons and enjoy the memories.
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