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W W W. I N D I L A W. C O M JUNE 2017 VOLUME 1 1 | ISSUE 1
INDIA BUSINESS
LAW JOURNAL
LEGAL INTELLIGENCE FOR IN-HOUSE COUNSEL
YEARS
A decade of documenting legal developments
Remedies and recourse for victims of cyber-attacks
Reforms fuel record-breaking levels of M&A activity
Vantage
Asia
Revealed: The leading international law firms for India
THE
HEALTHCARE EXCELLENCE AWARDS
Convergence of Business & Law
SUMMIT 2017 4th August 2017@ Hotel The St. Regis, Mumbai
PHARMA & MEDICAL DEVICES
AN INTRODUCTION
The Indian Healthcare & Pharmaceutical Industry is witnessing significant changes over
the past few years. The overall Indian healthcare market which is worth around US$ 100
billion is expected to grow to US$ 280 billion by 2020, whereas the Indian
Pharmaceutical Industry is expected to reach US$ 55 billion by 2020 from US$ 20 billion
in 2015. This buoyed evolution of the Healthcare & Pharma industry is essentially
attributed to the tremendous progress in terms of infrastructure development,
technology base creation and several governmental initiatives like National Health Policy
2017 or Department of harmaceuticals' "Pharma Vision 2020" etc. on the anvil to
address the accessibility, affordability and quality issues of healthcare in the country.
The Healthcare & Pharma Summit promises to be a thought provoking event with an aim
to knit and present a 360 degree perspective on the developments and recent
regulatory challenges in the Healthcare & Pharma sector and their impact on economy
and business communities.
EXCELLENCE AWARDS TENTATIVE AGENDA
The Awards will be inaugurated by Ranjeet Shahani, Vice Pharma Vision 2020: Bridging the gap
Chairman & MD – Novartis Innovation, Drug Access & Pricing
Medical Devices Industry: A Fostering Hub for Domestic Innovations
• Excellence in Business Innovation
• Outstanding Contribution to the Pharma Sector
Digitisation of Healthcare
• Excellence in CSR Initiative
The Investment Curve & the Road Ahead
• Excellence in Research & Development
• Emerging Leader in Medical Devices
CONFIRMED SPEAKERS
• Excellence in Entrepreneurial Leadership
• Operational excellence
Some of the select key speakers include:
• Excellence in Global Expansion
• Leading Green Pharma Company • Alekh Dalal, Ex- MD Carlyle Group & Founder – One Thirty Capital
• Emerging Leader in Pharmaceutical Distribution • Aluri Srinivas Rao, Ex-MD – Morgan Stanley PE Fund
• Excellence through Technological Innovation • Amar Merani, Managing Director & CEO – Xander Finance
• Excellence in e-Healthcare
• Amit Chander, Partner – Baring Private Equity Partner
• Excellence in Product Differentiation & Innovation
• Anil Pareek, President (Medical Affairs & Clinical Research) – IPCA Laboratories
• Daara Patel, Secretary – General – Indian Drugs Manufacturing Association (IDMA)
Platinum Partner Knowledge Partner
• Debolina Partap, General Counsel – Wockhardt
• Dhiroj Kumar Barad, Head of Legal & CS – Siemens Healthcare
• Dr. Milind Antani, Partner, Head, Pharma, Life Science and Healthcare Practice, Head,
Social Sector Practice – Nishith Desai Associates
• Ghanshyam Hegde, Director Legal – Abbott India
• Kaizad Ansari, Head Legal & Corporate Affairs – GSK
Gold Partner Silver Partner Supporting Partner
• Mayur Sirdesai, Founder & Partners – Sommerset Indus Capital
• Pradeep k Jaisingh, Founder & Chairman – Healthstart
• Pravin Anand, Managing Partner – Anand & Anand
• Ranjit Shahani, Vice Chairman & MD – Novartis
Industry Partner Television Partner TALENT Partner • Ritika Ganju, Partner – Phoenix Legal
• Shri Partha Jyoti Gogoi, Regional Director – Ministry of Health & Family Welfare
• Tapan Pati, Director & Senior Legal Counsel – Johnson & Johnson
Media Partner
• Vivek Mittal, Legal Head – Lupin
• Vivek Padgaonkar, General Secretary – Organisation of Pharmaceutical
• Vivek Tiwari, CEO & Director - Boston Ivy Healthcare Solutions (P) Limited
( Medikabazaar. Biz)
For Partnership opportunities and Participation, please contact:
Vivek Das I vivek@legalleague.co.in I M. + 91 99582 08068
Samta Thapa I samta@legalleague.co.in I M. + 91 98193 32365
Pankhuri Bhatt I pankhuri@legalleague.co.in I M. +91 88266 94574
DELHI: Ground Floor, # 3, Green Park Main, New Delhi – 110 016 | T. + 91 11 2652 4801 | W. www.legalleague.co.in
MUMBAI: Central Plaza, 301-B, 3rd Floor, 166, C.S.T. Road, Kalina, Mumbai - 400 098
CO N T E N T S
19 45
YEARS 41
CONTENTS
3 LEADER 19 COVER STORY 41 WHAT’S THE DEAL?
A transformative moment? 10 years Crime in cyberspace
A top down effort to trigger radical Memorable moments from a decade Former Snapdeal general counsel
change that just may work documenting business law Ashish Chandra outlines the legal
developments in India remedies and recourse available
4 INBOX to Indian companies that fall
25 VANTAGE POINT victim to cyber-attacks
5 MARKET PULSE India heads at international law firms
• ELP unveils promotions say they have not waivered in their 45 INTELLIGENCE REPORT
• Tributes pour in for ‘lawyer’s lawyer’ commitment to India Global stars
• Anand to merge with Khimani Ten years on from our first survey of
29 SPOTLIGHT foreign law firms, with India back in
10 THE WRAP Bustling market the limelight and now the world’s
• Deal digest: page 10 Liberalization and reforms fuel fastest growing major economy,
• Business law digest: page 15 record-breaking levels of merger we reveal the top international
• Dispute digest: page 17 and acquisition activity firms for India-related work
71 CORRESPONDENTS
Expert advice from India Business Law Journal’s correspondent law firms
71 ANTI-CORRUPTION 75 DISPUTE RESOLUTION 78 MERGERS & ACQUISITIONS
Cyril Amarchand Mangaldas Bharucha & Partners Shardul Amarchand Mangaldas
72 BANKING FINANCE & RESTRUCTURING 76 FOREIGN DIRECT INVESTMENT 79 REGULATORY
SNG & Partners Luthra & Luthra DEVELOPMENTS
73 BUSINESS STRATEGY 77 INTELLECTUAL PROPERTY Phoenix Legal
India Law Offices ENFORCEMENT 80 TAXATION
74 CORPORATE & COMMERCIAL LAW LexOrbis Lakshmikumaran & Sridharan
Link Legal India Law Services
1 IBLJ ⁄ JUNE 2017
E D I TO R I A L B O A R D
INDIA BUSINESS
LAW JOURNAL
June 2017
Volume 11 / Issue 1
ISSN: 1994-5841
www.indilaw.com
Bithika Anand Shamnad Basheer Sanjit Kaur Batra Lalit Bhasin Himavat Chaudhuri
EDITORIAL Founder & CEO Founder Senior Counsel & Legal President Chief Legal
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Consulting (South Asia) Law Firms Affairs Officer
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Head of Legal & Partner & General Senior Vice President Director, Banking Senior Legal Counsel
DIGITAL MEDIA EDITOR Leo Long Corporate Vice Counsel & General Counsel Legal United Spirits
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Max Life Insurance Advisors
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Nandini Lakshman
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Chief Legal Officer Global Head of General Counsel Vice President, Legal Senior Counsel
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2 IBLJ ⁄ JUNE 2017
LEADER
OPINION
A transformative moment?
A top down effort to trigger radical
change that just may work
W
hen the long-awaited is yet to happen, interest in India has not scheme of arrangement and the procedural
goods and service tax waned. In this month’s Vantage point (page formalities involved. The devil lies in the de-
(GST) becomes a reali- 25) the India heads of 12 leading internation- tail and a lot rides on whether efficiencies in
ty, India will have tak- al law firms tell us how their India strategies such details can be achieved.
en a big step towards have changed in the interim. Nipun Gupta, This month’s What’s the deal? (page 41)
achieving greater economic efficiencies, even co-head of the India strategy group at Bird & details the legal recourse available to Indian
as it strengthens its federal structure. This Bird, says that while the country continues companies that fall victim to cyber-attacks.
fundamental rewriting of the indirect tax to hold indisputable global economic impor- It provides answers to 10 critical questions
structure has been many years in the making tance, her firm’s approach is now focused on triggered by large-scale attacks such as last
and credit should be given to the current gov- assisting Indian companies with their over- month’s Wannacry virus, which caused ma-
ernment for bringing it to fruition. seas activities. licious software to infect around 230,000
But there is little doubt of the pain – some For companies hungry to expand their computers in just two days. Our coverage
unavoidable – that will result from this kind footprint and operations through mergers explores whether an attack needs to be re-
of radical change. The pain on account of ported to any authority and if attackers can
design features, such as a multiplicity of tax be punished under the Indian Penal Code. All
rates and slabs, will not only reduce the po- relevant questions that are in people’s minds
tential of GST to transform, but also raise The average value of an in the wake of the attacks.
questions about the wisdom of GST. The
challenge of implementation appears more
M&A deal in 2016 more In this month’s Intelligence report
(page 45) India Business Law Journal pres-
daunting when the burden of compliance for than doubled to US$166 ents its 11th annual survey of the top inter-
service providers and the need that taxpayers
be computer literate is added on. However
million from US$80 national law firms for India work. It draws
on an analysis of more than 600 law firms
none of this suggests the process should be million in 2015 worldwide that have documented deals and
halted. A radical overhaul of the tax system cases with an Indian element in the past 12
should yield results in the long run. months. Our coverage reveals the top 10
This month marks the 10th anniversary foreign law firms for India-related work, 15
of India Business Law Journal. As we celebrate and acquisitions (M&A), 2016 was a good firms that are considered key players for In-
this landmark moment, our Cover story (page year. As we detail in Bustling market (page dia-related deals and an additional 20 firms
19), written by our editor Vandana Chatlani, 29) the average value of an M&A deal in 2016 that we think are significant players. We
revisits some of the most memorable events more than doubled to US$166 million from also highlight 15 firms in the regional and
since June 2007, when our first issue was US$80 million in 2015, while total deal value specialist category, which we believe are ca-
published. These include Vodafone’s US$11.1 catapulted to US$64 billion across 388 deals pable of fielding India-related assignments,
billion acquisition of Hutchison Essar and in 2016 from US$34 billion across 421 deals as well as 40 “firms to watch”.
Tata Steel’s US$12.9 billion purchase of Corus in 2015. For lawyers working on M&A trans- Investment to and from India continues
– both in 2007, the Satyam saga in 2009, actions, this has translated into more com- to require expert guidance and legal advice.
the award of the first compulsory licence in petition. “Everyone is vying for the same pie, We have been privileged to bring you insights
2012, and more recently, the changes brought so you need to provide quality services and and intelligence from India’s brightest legal
about by the Modi government. These devel- yet be competitively priced,” says Darshika minds over the past decade. As we embark on
opments have presented opportunities and Kothari, a senior partner at AZB & Partners. our second decade of reporting, we are excit-
challenges for companies, private legal prac- More importantly, while India’s M&A land- ed to bring you even closer to the ground as
titioners and in-house counsel. scape remains promising, a number of legal we analyse new reforms and legal and regu-
The past decade has also seen internation- and regulatory impediments still exist. Cyril latory developments. We thank you for your
al law firms knocking at the door of India’s Shroff, the managing partner of Cyril Ama- support and look forward to delivering more
legal market. While the imminent opening rchand Mangaldas, says the “major and reg- complex, cutting-edge and challenging cov-
many observers were predicting in June 2007 ular obstacle” concerns the drafting of the erage on the Indian legal market.
3 IBLJ ⁄ JUNE 2017
I N B OX
L E T T E R S TO T H E E D I TO R
Why GST needs to be deferred
Dear Editor,
The government has reiterated its firm in- platform designed for the GST rollout is far
tention to unveil the new goods and services from efficient in terms of its response time
tax (GST) regime from 1 July. The business and usability. The need of the hour is to en-
community has called for a later implemen- sure no technological glitches considering OPINIONS?
tation date, citing their lack of preparedness IT is the backbone of this extremely tech-in-
for the new tax. In response, the government centive new system. The Indian tax regime
has announced certain concessions includ- is a highly complex structure and, therefore,
O B S E R VAT I O N S ?
ing relaxing the initial compliance calendar it is most apt that this mega reform is imple-
to file returns and suggesting that taxpayers mented in a tax-friendly manner, especially FEEDBACK?
will not face penalties or fees for delayed fil- since indirect tax is a horizontal levy affect-
ing in the early months of the new regime. ing the entire consumer population of India.
This news is certainly welcome, but it does Deferring the rollout is a reasonable solu-
not take away from the fact that unpre- tion. It is difficult to fathom the government’s We want to hear from you.
paredness still persists. There is no plausible rigidity in sticking to the 1 July deadline. India Business Law Journal welcomes your letters.
or coherent justification as to why the gov- Please write to the editor at editorial@indilaw.com.
ernment does not have the “luxury of time” Aseem Chawla Letters may be edited for style, readability and length, but
not for substance. Due to the quantity of letters we receive,
to slightly defer the implementation of GST. Partner, Phoenix Legal it is not always possible to publish all of them.
It is widely believed that the IT-enabled New Delhi
4 IBLJ ⁄ JUNE 2017
MARKET PULSE
PEOPLE MOVES
TATA SONS HIRES NEW GROUP
GENERAL COUNSEL
S
huva Mandal, national practice head of corporate, M&A and
private equity at Shardul Amarchand Mangaldas (SAM), is set
to join Tata Sons as its group general counsel from 1 July.
Mandal will replace Bharat Vasani, who has been group general
counsel of the US$100 billion Tata group for the past 17 years. Tata
Sons said that Vasani had “expressed a desire to move into a more
strategic and advisory role” and that he would continue with the
group as legal adviser to the chairman’s office.
Mandal moved to SAM in September 2015 after 15 years at AZB
& Partners. He has since has been advising the Tata group on vari-
ous matters, including on the ouster of its former chairman Cyrus
Mistry. Early on in his career Mandal advised Tata Motors and Tata
Chemicals on multiple international projects.
Commenting on Mandal’s departure, Shardul Shroff, executive
chairman of SAM, said he was “deeply saddened” but “also pleased to
know that he will be joining the very highly regarded” team at the Tata
group, with which SAM has “a strong and extensive relationship”. Shuva Mandal
AZB COMPETITION CHIEF MOVES TO TRILEGAL
N
isha Kaur Uberoi has joined Trilegal petition practice. Uberoi began her career and international firms, Uberoi said that
as a partner and head of its compe- at Amarchand Mangaldas before moving to practising in India is much more stimulat-
tition law practice. Singapore to work with Rajah & Tann and ing, “particularly for a regulatory practice
She will be based in Mumbai and lead Ashurst. She then returned to Amarchand like competition, which is evolving”. She
team members across all of the firm’s offices and became part of Cyril Amarchand Man- added: “Every few weeks there’s something
to build a national competition practice. galdas after Amarchand was dissolved. which changes in our field, so we’re witness-
Uberoi moved to Trilegal with her team Speaking to India Business Law Journal ing it grow and that challenge is very excit-
of five lawyers from AZB & Partners, a firm about her decision to leave after a relatively ing. Foreign firms are obviously much better
she joined last August as co-head of its com- short stint at AZB, Uberoi said: “Honestly, placed with institutional processes, though
Trilegal has never had a competition practice. Indian firms are also institutionalizing a lot
It was the only firm among the top five which and it’s an interesting time to be in India.”
had this gap. I started Amarchand Bombay’s Uberoi is a graduate of the National Law
competition practice from scratch – I was School of India University and joins three of
their first hire in December 2010. So the her classmates at Trilegal – corporate part-
whole challenge and opportunity appeals ners Nishant Parikh and Harsh Pais, and
to me. In a regulatory practice, you tend Bhakta Patnaik, head of the capital markets
to have already taken certain views and practice. The firm’s founders are also gradu-
there can be divergent views. This was a ates of the same law school.
much ‘cleaner’ option.” Sridhar Gorthi, one of Trilegal’s senior
Discussing her experiences with Indian partners and a member of its board, said
that “building a strong competition practice
is a strategic priority for the firm” and that
Nisha Kaur Uberoi Trilegal was “thrilled to have her on board”.
5 IBLJ ⁄ JUNE 2017
MARKET PULSE
NEELAKANTAN TAKES GLOBAL BANKING LAWYER
RETURNS TO LINK LEGAL
POST AT GLENMARK
L
Nidhi Pathania, a banking and
ast month, Murali Neelakantan joined finance lawyer, has rejoined Link
Glenmark Pharmaceuticals as its Legal India Law Services as an
president and global general counsel. associate partner in Mumbai. The
firm now has nine partners in its
Neelakantan leads the legal and compliance
banking and finance team.
functions for the organization globally. Pathania represents banks and
Neelakantan is qualified to practise both financial institutions on project
in India and England and Wales. He has over financing and corporate finance
20 years of international experience in ad- transactions across various sec-
tors. She began her career at the
vising companies across a variety of sectors.
firm in 2007 and worked her way
He was the global general counsel of Indi- up to principal associate before
an generic drugs manufacturer Cipla before Murali Neelakantan leaving in 2015 with other mem-
resigning in February 2015 to pursue policy bers of the banking and finance
work and teaching opportunities. Prior to team, including partners Ajay
Sawhney and Gautam Srinivas, to
this, he was a senior partner at Khaitan & taught courses at the National University
join Krishnamurthy & Co (K Law).
Co, an equity partner and head of the India of Juridical Sciences in Kolkata and was in- “I am very happy to be back
practice at Ashurst, and a partner and co- volved in running a pharmaceutical policy in Link Legal and look forward
chair of the Asia working group at Arnold & programme at Ashoka University in Delhi. to working with the firm to
Porter (now Arnold & Porter Kaye Scholer). When he resigned from Cipla, he told India further strengthen its banking
and finance practice in Mumbai,”
In the early years of his career, he worked Business Law Journal that more work was
Pathania told India Business Law
with Simmons & Simmons and Nishith needed to connect academics with legal Journal. “I would like to thank K
Desai Associates. practitioners and industry professionals to Law for all the support during my
During the past two years Neelakantan ensure “teaching in a multidisciplinary way”. stint there.”
LAW FIRMS
Hammurabi & Solomon expands
H
ammurabi & Solomon, a full-ser-
vice firm with approximately
100 lawyers and offices in Delhi,
Mumbai, Bengaluru, Patna and Ranchi,
recently announced its merger with Brah-
mand Lexis, a smaller Mumbai-based law
firm. The merger is expected to add to
Hammurabi & Solomon’s dispute man-
agement, intellectual property rights and
capital markets capabilities.
Manoj Kumar, founder and managing
partner of Hammurabi & Solomon, said
the firm has invited boutique law firms
to merge with it “not only to boost their
growth trajectory but also enable us to offer
best to our clients.”
Digajmaan Mishra, managing partner of
Brahmand Lexis, said that he believed the
firm’s ability to offer a vast range of services
across India will enable it to provide bespoke
solutions to its clients.
Hammurabi & Solomon has 15 partners
of whom five are equity partners.
6 IBLJ ⁄ JUNE 2017
MARKET PULSE
ANAND AND ANAND MERGING
WITH KHIMANI IN MUMBAI
I
ntellectual property (IP) boutique Anand
and Anand will merge its practice in
Mumbai with Khimani & Associates from
1 July. The merged firm will be called “Anand
and Anand & Khimani”.
Anand and Anand is a full-service IP firm
managed by a partnership board comprising
23 partners and four directors, supported
by a management team comprising a CEO,
CFO and CIO. The firm currently employs
more than 300 people, including over 100
qualified lawyers and engineers.
Khimani & Associates is an eight-mem-
ber Mumbai-based media and entertain- Priyanka Khimani Pravin Anand
ment law firm. It was launched in 2014 by
Priyanka Khimani, who worked previously
for two years at Mulla & Mulla & Craigie to go solo after a disagreement with the of Anand and Anand. “We see tremendous
Blunt & Caroe. firm’s handling of a case between two sing- scope to improve service delivery to clients
Khimani had not always planned on pur- ers – Sonu Nigam and Mika Singh – relating who have long felt the need to work with a lo-
suing a career in law. At 15, she had written to personality rights. Khimani felt the firm cal firm that is backed by the solidity of expe-
her first television show and performed in could obtain damages for its client, Nigam, rience and infrastructure of the main Anand
professional Marathi theatre with estab- and so should not have settled for an ex and Anand firm and the geographic accessi-
lished actors, as well as in Hindi street the- parte injunction. bility, association and expertise offered by a
atre. She went on to study biotechnology at Nigam and Mangeshkar followed Khi- professional firm like Khimani & Associates.”
Jai Hind College and continued writing and mani when she launched her own firm and Khimani told India Business Law Journal
directing television shows in her spare time. she soon attracted a string of other Indian that initially she had no plans of merging
Following this, she studied law at Govern- celebrity clients. with any firm. “I had a particular vision
ment Law College with a view to combining The merged firm plans to focus on provid- about what I wanted to do with Khimani
her knowledge of biotechnology with an un- ing “high-quality and pocket-friendly legal & Associates and how I wanted to build
derstanding of intellectual property. services”, “cement client relationships” and it,” she said, adding that Anand and Anand
While working as an associate with Mulla expand into non-IP services in the future. was able to share this vision. “I have looked
& Mulla, she landed legendary Indian singer “We clicked instantly because of the clear up to Mr Pravin Anand tremendously and
Lata Mangeshkar as a client. Other celebri- synergy between Priyanka’s firm and ours,” therefore, an opportunity to collaborate
ty clients soon followed. Khimani decided said Pravin Anand, the managing partner with him and his firm in any manner was
naturally welcome.”
Bithika Anand, the founder and CEO of
Legal League Consulting, along with other
members of her team, advised the firms on
the merger. “This would not have been pos-
Pravin Anand sible without Bithika,” said Khimani. “She’s
Managing Partner, Anand and Anand absolutely fantastic! It is extremely import-
ant for people advising you to be able to look
beyond age and gender and discover the tal-
We clicked instantly because of the ent and capability that lies beneath. Bithika
clear synergy between Priyanka’s was able to do just that and realize that what
I was trying to build was special.”
firm and ours Khimani will head Anand and Anand &
Khimani in Mumbai. Anand and Anand’s
New Delhi, Noida and Chennai offices will
operate as usual.
7 IBLJ ⁄ JUNE 2017
MARKET PULSE
SS RANA CERTIFIED AS
‘GREAT PLACE TO WORK’
D
elhi-based law firm SS Rana & Co has been certified as a Every year, more than 6,000 organizations from over 50 coun-
“great place to work”. The firm obtained the certification tries partner with the Great Place To Work Institute to assess,
from Great Place To Work India in the small and mid-size benchmark and plan actions to strengthen their workplace culture.
organization category for the period June 2017 to May 2018. Some of the other Indian companies which have obtained the cer-
According to the institute, from the perspective of employees, a tification in SS Rana’s category include Hike Messenger, Mytrah
great place to work is one where they trust the people they work for, Energy and Piramal Finance. Companies in the large organization
have pride in what they do, and enjoy the people they work with. category include Adobe Systems India, Apollo Tyres, Dr Reddy’s
Trust is considered the defining principle, created through man- Laboratories, Godrej Consumer Products, Google India, Hindustan
agement’s credibility, the respect with which employees feel they Zinc and Indian Oil.
are treated and the extent to which employees expect to be treated In a note to India Business Law Journal, partners Lucy Rana and
fairly. Other essential components include feelings of authentic con- Vikrant Rana wrote: “At SS Rana & Co, we believe that it is time to re-
nection and camaraderie among employees. think the concept of ‘employee engagement’. We believe the primary
From the perspective of managers, a great place to work is one reason for being certified was because of our holistic vision of cre-
where they achieve organizational objectives, where their employees ating a workplace free of any discrimination. Our firm is constantly
give their personal best, and where they work together as a team in evolving, and diversity and inclusion are among the most important
an environment of trust. According to the institute, great workplac- forces driving that evolution and reinvention.”
es achieve organizational goals by inspiring, speaking and listening; The partners said they conduct regular management develop-
they have employees who give their personal best by thanking, de- ment, team building and motivational workshops for all employees.
veloping and caring; and they work together by hiring, celebrating “Each and every member of our team has played a significant part in
and sharing. our success story over the past few years.”
ELP UNVEILS Economic Laws Practice (ELP) re-
cently promoted five lawyers from
In addition, three lawyers were
redesignated as counsel. They are
ELP has six offices and 130
lawyers, of whom 27 are part-
PROMOTIONS associate partner to partner: Anay
Banhatti and Gopal Mundhra (in
Mukta Dutta (dispute resolution),
Vishal Kulkarni (tax) and Tomu
ners and seven are equity part-
ners. The firm is led by Suhail
the firm’s tax practice), Bhavin Francis (corporate and commercial). Nathani. Rohan Shah, who was
Gada (corporate and commercial), The firm has also promoted managing partner of ELP from
Deep Roy (banking and finance) one senior associate to associate its inception in 2001, exited the
and Dinesh Pednekar (dispute res- partner, nine associate mangers to firm and its equity partnership in
olution). All five are at the firm’s senior associate, and 16 associates September 2016 and is now an
Mumbai office. to senior associate. independent counsel.
8 IBLJ ⁄ JUNE 2017MARKET PULSE
OBITUARY
Tributes pour in for ‘lawyer’s lawyer’
K
irtee Kapoor, head of Davis Polk ing a fantastic lawyer he was an exceptional
& Wardwell’s India practice, who human being and professional. The global
passed away on 5 June in a town profession is poorer today with his death.”
south of San Francisco, California, is re- Zia Mody, managing partner of AZB
membered by a former colleague and fel- & Partners, said Mr Kapoor was a “strong
low lawyers for his warmth and wit, and for lawyer”. “He had the gift of getting both
being a fantastic lawyer. the macro and micro right and always un-
Describing Mr Kapoor as “a friend, men- derstood the client’s business drivers,” said
tor and brother-in-arms,” Amit Kataria, a Mody, adding that he “will be much missed
Hong Kong-based partner at Morrison & by the legal fraternity”.
Foerster who worked with Mr Kapoor at Da- Amit Singh, a partner at Allen & Overy,
vis Polk, said: “I still very vividly remember knew Mr Kapoor from 1997, when they
meeting him for the first time back in 2006 were together at Balliol College, Oxford.
at the Davis Polk cafeteria in New York – and “Kirtee came across as an extremely driven,
the warmth, confidence and compassion he optimistic and intelligent man,” said Singh.
remarkably exuded … His simple (but enor- “He did very well academically and then
mously witty) one-line solutions to every went on to have a glittering legal career. His
complex problem (no matter how difficult untimely demise is a huge shock – he had Kirtee Kapoor
or unsolvable) were sufficient to effortlessly much to contribute.”
slice any Gordian knot which life could of- Rajat Sethi, a partner at S&R Associates,
fer. We worked together on many extremely described Mr Kapoor as “a lawyer’s lawyer”: Davis Polk & Wardwell said Mr Kapoor
complex and innovative transactions and I “I first got to know Kirtee in law school. In was “a truly wonderful man”.
can confidently say that no rankings or stel- his quest for learning, he was always second Mr Kapoor had an LLM from New York
lar reviews could do justice to or otherwise to none. If law school required one textbook University School of Law, a BCL from Balliol
adequately reflect his outstanding legal acu- to be reviewed, Kirtee would, without fail, College, an LLB from the Faculty of Law, Uni-
men. Rest in Peace, Kirtee Kapoor – you will review five background books apart from versity of Delhi, and an undergraduate degree
be missed as a dear friend.” the prescribed textbook. As a lawyer, he was from Hindu College, University of Delhi.
Cyril Shroff, managing partner of Cyril well respected by his peers. He adapted very He joined Davis Polk’s New York office
Amarchand Mangaldas, said: “The passing well to new and challenging situations, and as an associate in 1999. When he became a
of Kirtee is a personal loss. Apart from be- in fact revelled in such situations.” partner at the firm in 2007, he was one of the
first lawyers with an LLB from India to be
elected to the partnership of a top interna-
tional law firm. He was at Davis Polk’s Hong
Kong office from 2007 until 2015, when he
moved to its northern California office in
Amit Kataria Menlo Park. He advised on significant M&A
Partner matters and investments and other transac-
tions around the world.
Morrison & Foerster Among these transactions was an ex-
tremely complex 2014 deal which saw Dia-
[Kirtee exuded] warmth, confidence geo gain control of United Spirits through a
US$1.9 billion open offer. Mr Kapoor and his
and compassion ... no rankings or team advised Citigroup Global Markets India,
stellar reviews could do justice to ... which was financial adviser to an indepen-
dent committee of the board of directors of
his outstanding legal acumen United Spirits. At least 13 other law firms ad-
vised the various parties on this transaction.
Mr Kapoor, 46, died after being hit by a
commuter train. He is survived by his wife
Sushma Sharma – a lawyer turned entrepre-
neur – and a young daughter, Leela.
9 IBLJ ⁄ JUNE 2017THE WRAP
DEAL DIGEST
BANYANTREE BUYS INTO
KANAKADURGA FINANCE
Luthra & Luthra represented
Kanakadurga Finance when
private equity (PE) investor
BanyanTree Finance recently
acquired a significant minority
stake in it through BanyanTree
Growth Capital Fund II. The
firm’s team comprised partner
Deepak THM and senior associ-
ate Anshuman Mozumdar.
BanyanTree was advised by Cyril
Amarchand Mangaldas, led by
partner Vandana Sekhri.
Deepak THM told India Business
Law Journal that “the investment
from BanyanTree will enable
Kanakadurga Finance to expand
the size of its loan book”. He
said the transaction needed the
approval of the Reserve Bank
of India and also required the
parties to provide a public notice
prior to closing.
Kanakadurga Finance – a
non-banking financial compa-
ny that provides auto and gold
INDO-TURKISH JOINT loans – was seeking its first PE
investment with the objective
of expanding the size of its loan
VENTURE TO BE SET UP
book and increasing its credit rat-
ing. The company has branches
in Andhra Pradesh, Telangana
and Karnataka.
T
BanyanTree Growth Capital is
rilegal advised Arçelik, a Turkish systems and the deal involved companies a Mauritius-based India-focused
company, on its recent agreement with complex holding structures. Thorny PE fund that provides capital to
with Voltas to establish a joint ven- issues included “negotiating the exclusiv- mid-market firms.
ture company in India to enter the consum- ity provisions with the Tata group com-
er durables market. panies in respect of the JV company” and
Talwar Thakore & Associates advised “addressing the consequences of a change
Voltas, which is part of the Tata group of in control in either group or of the listed
companies. Partner Feroz Dubash, who led joint venture parties”.
on the transaction, told India Business Law Furtado said that the parties had decid-
Journal that negotiations took many years ed to notify the Competition Commission
for a number of commercial reasons. “As a of India as a condition to investment and
result, continuity was an issue and positions closing. The transaction is expected to
taken earlier had to be re-examined,” said close “hopefully before the end of the cal-
Dubash, adding that “this made final nego- endar year”.
tiations somewhat challenging”. Managing The joint venture company is to set up a
associate Nekzad Dhunjibhoy and associate facility in India for manufacturing refriger-
Gayatri Chadha assisted on the transaction. ators, washing machines, microwaves and
Trilegal’s team was led by partner Dela- other domestic appliances. It will also source
no Furtado and comprised counsel Naresh products from Arçelik’s global manufactur-
Pareek, senior associate Sunayana Bose and ing facilities and vendor base. The com-
associates Aliya Munsiff and Gavin Pereira. pany will have an initial equity investment
Furtado told India Business Law Journal of US$100 million. Shares will be held by
that the transaction involved a couple of Ardutch, a Dutch subsidiary of Arçelik; Koç
“unique and interesting” legal issues as Holding, the holding company of Arçelik;
the parties come from very different legal Voltas; and Tata Investment Corporation.
10 IBLJ ⁄ JUNE 2017THE WRAP
DEAL DIGEST
IPOS A FIRST FOR INFRASTRUCTURE
INVESTMENT TRUSTS
J Sagar Associates (JSA) was legal counsel to IRB InvIT Fund in its
recent US$785 million IPO, on the Bombay Stock Exchange and
the National Stock Exchange of India. Investment trusts specif-
ically for the infrastructure sector (InvITs) were introduced to India
partner Rahul Guptan led the Clifford Chance team, supported
by partners Johannes Juette and Owen Lysak, and senior associate
Shashwat Tewary.
Cyril Amarchand Mangaldas (CAM), S&R Associates and Latham
in 2014 and this was the first IPO by an InvIT. & Watkins advised on a second IPO by an InvIT – the US$158 IPO
JSA’s team comprised joint managing partner Dina Wadia, part- by IndiGrid InvIT. CAM was legal counsel to IndiGrid and its spon-
ner Arka Mookerjee, principal associate Shaswata Dutta, senior sor, Sterlite Power Grid Ventures. The firm’s team was led by Mum-
associate Swapneil Akut, and associates Viraj Bathe, Harshad Vas- bai-based capital markets partners Yash Ashar and Kranti Mohan.
wani and Stuti Shah. Wadia told India Business Law Journal that JSA Ashar told India Business Law Journal that InvITs had “filled a sig-
has advised the fund’s sponsor, road developer IRB Infrastructure nificant gap” in infrastructure financing and that previously infra-
Developers, right from the setting up of the InvIT. structure developers in India had considered listing such instruments
“The regulations were evolving during the course of the transac- in overseas jurisdictions, but it had “raised many complexities”.
tion”, said Wadia. The lawyers on the deal had to “constantly brain- Mohan added that the “important factors to consider for InvITs are
storm” as certain settled principles could not be applied directly to the quality of assets (certainty of operating revenues and cash flows),
this product. “Other regulators also needed to amend certain legisla- the residual life of assets, the depth of the pipeline for ROFO [right of
tions to ensure that the product does not get stuck due to regulatory first offer] assets, the credentials of the sponsor and a robust corporate
issues. As a matter of fact, the amendment to the deposit regulations governance framework governing the investment manager”.
came just before the offer opened.” S&R Associates and Latham & Watkins were Indian and interna-
S&R Associates and Clifford Chance were Indian and internation- tional legal counsel respectively to the underwriters. The Latham &
al legal counsel respectively to the underwriters. Singapore-based Watkins team was led by Singapore-based partner Rajiv Gupta.
11 IBLJ ⁄ JUNE 2017THE WRAP
DEAL DIGEST
EDUCATION COMPANY SCORES A FIRST WITH IPO
A
ZB & Partners advised S Chand and lisher in eastern India. Further, the com- SAM’s team was led by partner Prashant
Company – and three promoters pany has major private equity investments Gupta, head of the firm’s capital markets prac-
and four other selling shareholders which resulted in high-level structuring tice, and included partner Sayantan Dutta,
– on its recent `7.3 billion (US$ 113 million) discussions involving significant coordina- senior associate Serena Upadhyay, and asso-
IPO. The firm’s team comprised Delhi-based tion between the company, private equity ciates Devi Prasad Patel and S Nagashayana.
partners Madhurima Mukherjee and Ag- investors, banks and counsels, along with
nik Bhattacharya and associates Prashant various discussions with SEBI on key regu-
Kumar, Nabil Shadab and Saumya Bhargava. latory developments.”
S Chand and Company is a leading Indi- Cyril Amarchand Mangaldas, led by cap-
an education content company that offers ital markets partners Yash Ashar and Gokul
around 55 consumer brands across knowl- Rajan, acted as legal counsel to Everstone
edge products and services. The IPO is a first Capital, one of the selling shareholders.
for the sector. Everstone had picked up a 35% stake in the
In a statement to India Business Law company in October 2012.
Journal, Mukherjee and Bhattacharya said: Shardul Amarchand Mangaldas (SAM)
“The transaction was a challenging one also and Clyde & Co were legal counsel to the un-
from a timing perspective with the compa- derwriters on Indian law and international
ny simultaneously acquiring a major pub- law respectively.
Bharucha & Partners offers a blend of rich experience,
creativity,
Bharucha &and the energy
Partners offers of youth.ofEach
a blend rich partner has
experience,
handled complex
creativity, and commercial
the energy transactions
of youth. Each or
partner has
disputes,
handled and complexeach commercial
associate share the partners
transactions or • Mergers & Acquisitions • Litigation
qualities
disputes,andandvision.
each associate share the partners • Mergers & Acquisitions • Litigation
• Corporate Restructuring • International and
qualities and vision. • Corporate Restructuring • International and
With eight partners and fifty associates we work • Joint Ventures Domestic Arbitration
across practice
With eight areas, and
partners andcount
fifty leading international
associates we work • Joint Ventures Domestic Arbitration
• Private Equity • Intellectual Property
and
acrossIndian
practicecorporate houses,
areas, and count banks,
leading financial
international
• Private Equity • Intellectual Property
institutions,
and Indianand funds amongst
corporate houses,our clients.
banks, financial • Banking • Telecommunications
institutions, and funds amongst our clients. • Banking • Telecommunications
• Chambers Asia-Pacific Asia’s Leading Lawyers 2017 • Structured Finance • Information Technology
•• Chambers
IFLR 1000Asia-Pacific Asia’s2017
Leading Lawyers Leading Lawyers 2017 • Structured Finance • Information Technology
• Projects and Project • Real Estate
•• IFLR 1000Global
Chambers Leading Lawyers
The Clients’2017
Guide 2016 • Projects and Project • Real Estate
Finance • Employment Laws
•• Chambers Global The
Asia Law Profiles 2016Clients’ Guide 2016 Finance • Employment Laws
• Capital Markets • Financial Regulation
Asia Law
•• RSG IndiaProfiles 2016Ranking 2015
Law Firms
• Capital Markets • Financial Regulation
• RSG India Law Firms Ranking 2015
Cecil Court, 4th floor, Hague Building,
M. K. Court,
Cecil Bhushan4th Marg
floor, 9, S.S. Building,
Hague Ram Gulam Marg 705, Kailash,
Colaba
M. K. Bhushan Marg Ballard Estate,
9, S.S. Ram Gulam Marg 26,
705,K.G Marg,
Kailash,
Mumbai
Colaba 400 039. India Mumbai 400 001. India
Ballard Estate, New Delhi
26, K.G Marg,110 001. India.
Tel: +91 400
Mumbai 22 2289
039. 9300
India Tel: +91 400
Mumbai 22 001.
6132 India
3900 Tel:
New +91
Delhi11 110
4593 9300
001. India.
Fax: +91 22 2282
Tel: +91 22 2289 93003900 Fax: +91 22 6633 3900
Tel: +91 22 6132 3900 Fax: +91 11 4593
Tel: +91 11 4593 93009399
Fax: +91 22 2282 3900 Fax: +91 22 6633 3900 Fax: +91 11 4593 9399
180 mm X 130 mm ----300dpi----Bharucha & Partners ADV 15 March 2017
12 IBLJ ⁄ JUNE 2017
180 mm X 130 mm ----300dpi----Bharucha & Partners ADV 15 March 2017THE WRAP
DEAL DIGEST
ANTITRUST NOD FOR
HP’S PURCHASE OF
SAMSUNG DIVISION
Shardul Amarchand Mangaldas
(SAM) advised HP when it recently
received approval from the Compe-
tition Commission of India (CCI) for
its US$1.05 billion acquisition of the
global printer business of Samsung
Electronics, which was announced in
September 2016. The CCI’s approval
came on 28 April, after a review that
SAM said “spanned approximately
170 calendar days”.
SAM, which was involved in prepar-
ing, drafting and filing a detailed form
II (long form) notification on the ac-
quisition with the CCI, said it was the
first time that the CCI had assessed
CPPIB forms joint venture
a transaction in the printer segment.
SAM’s team was led by partners
Naval Satarawala Chopra and Aparna
with IndoSpace
Mehra, and included associates Ritwik
Bhattacharya, Supritha Prodaturi and
Sapan Parekh.
Skadden Arps Slate Meagher &
C
Flom is HP’s global antitrust counsel
yril Amarchand Mangaldas (CAM) advised the Canada Pension Plan Invest- on the acquisition, which was
ment Board (CPPIB) when it recently entered into a joint venture agree- expected to close within 12 months
ment with IndoSpace, India’s largest developer of modern industrial and lo- of its announcement. After closing,
Samsung has agreed to make a
gistics real estate, for the creation of IndoSpace Core, which will focus on acquiring US$100 million-300 million equity
and developing modern logistics facilities in India. investment in HP through open
CAM’s team was led by Mumbai-based corporate and investment funds part- market purchases.
ner Shagoofa Rashid Khan and included real estate partners Hiral Motta, Gya- HP is the legal successor of
nendra Kumar, Abhilash Pillai, Namrata Kolar and Mridul Kumbalath. Mum- Hewlett-Packard, which in November
2015 spun off its information tech-
bai-based competition law partner Bharat Budholia advised on the competition nology business into Hewlett Packard
law aspects of the transaction. Enterprise. HP, which retained
Referring to the transaction as a “landmark deal in the warehousing and indus- Hewlett-Packard’s distinctive logo,
trial parks segment”, Khan told India Business Law Journal that it “signals the revival sells printers and personal computers.
of investor confidence for large investments in real estate-backed sectors”.
S&R Associates advised IndoSpace – a joint venture between private equi-
ty and real estate players Everstone Group and Realterm that has properties
in North America, Europe and India. S&R’s team comprised partners Sandip
Bhagat, Rajat Sethi and Sudip Mahapatra, and associates Dhruv Nath, Jinaly
Dani, Aditya Mohanty, Henna Kapadia and Anita Srinivasan.
Mahapatra told India Business Law Journal that it “was a complex and innovative
transaction combining cross-border joint venture formation with private equity ex-
its, fund formation and real estate aspects”.
Morrison & Foerster was international counsel to IndoSpace. Its lead partners
were private equity real estate specialists Eric Piesner and Shirin Tang, Asia funds
practice head Jason Nelms, and India practice head Amit Kataria.
Declining to comment on the specifics of the transaction, Tang told India Busi-
ness Law Journal that the transaction “falls squarely into two practice categories that
we excel in, namely, private equity real estate, and our India transactional practice”.
CPPIB said that it had “initially committed approximately US$500 million to the
joint venture and will own a significant majority stake”. IndoSpace Capital Asia will
manage the new entity.
IndoSpace Core has committed to acquire 13 industrial and logistics parks totalling
approximately 14 million square feet, from current IndoSpace development funds.
13 IBLJ ⁄ JUNE 2017THE WRAP
DEAL DIGEST
Casino player completes placement
A
ZB & Partners was legal counsel to Delta Corp currently holds three of the
Delta Corp, the only listed compa- six offshore gaming licences issued in Goa.
ny in India’s casino gaming indus- It also operates one land-based casino in
try, in its recent US$85.2 million qualified Goa and one in Sikkim. The company is
institutional placement of approximately entering the online gaming business in In-
35 million equity shares. dia by acquiring Gauss Networks through
AZB’s team drafted the offer document an August 2016 share purchase agreement
and transaction agreements. The team and a subsequent scheme of arrangement
comprised partners Varoon Chandra and filed in March with the National Company
Lionel D’Almeida and senior associate Law Tribunal, which is yet to provide its
Richa Choudhary. order. Gauss Networks owns and operates
Chandra told India Business Law Journal online gaming portal Adda52.com through
that the “transaction was executed in an a wholly owned subsidiary.
extremely smooth manner, within a highly compressed timeline of India’s gaming industry is worth an estimated US$60 billion per
just over a month between kick-off and launch” and that it “saw very year, according to KPMG. Restrictive laws have curbed the industry’s
healthy subscription levels, despite having been marketed only to In- growth. Only Goa, Sikkim and the union territory of Daman allow
dian residents”. Zia Mody, the managing partner of AZB, is married to casino-based gaming, while 12 states offer a lottery and six states al-
Jaydev Mody, a promoter and non-executive chairman of Delta Corp. low horse racing.
14 IBLJ ⁄ JUNE 2017THE WRAP
B U S I N E S S L AW D I G E S T
COMMERCIAL REGULATION
T
CHANGES PROPOSED FOR OFFSHORE he Securities and Exchange Board
of India (SEBI) has issued a consul-
DERIVATIVE INSTRUMENTS tation paper proposing: (1) to levy
regulatory fees on foreign portfolio inves-
tors (FPIs) issuing offshore derivative in-
struments (ODIs); and (2) to prohibit the
issuance of ODIs against derivatives except
for those used for hedging.
SEBI said that in order to further en-
hance transparency in the process of issu-
ance and monitoring of ODIs being issued
by the FPIs, and to ensure that the ODI
route is not misused, it has been continu-
ously making regulatory changes. These
changes require significant expenditure on
manpower and systems in order to quickly
analyse the voluminous data being submit-
ted by ODI-issuing FPIs. SEBI has put in
place dedicated IT systems for ODI issuers
to report the beneficial owners and other
details of ODI subscribers. Regulatory fees
may therefore be levied on FPIs issuing
ODIs and the group entities of such FPIs,
which may be involved in taking underlying
positions in the Indian securities market.
Presently, ODIs are being issued against
derivatives along with equity and debt. As of
April 2017, the ODIs issued against deriva-
tives had a notional value of `401.65 billion
(US$6 billion), which is 24% of the total no-
tional value of outstanding ODIs. SEBI has
therefore proposed to prohibit ODIs from
being issued against derivatives for specula-
tive purposes.
STRESSED ASSETS
APPROVAL LEVEL EASED FOR
CORRECTIVE ACTION PLAN
F
ollowing the notification of an ordi- 60% of creditors by number had to agree to
nance to help the Reserve Bank of In- the decision proposed by the JLF. As per the
dia (RBI) tackle practical problems as- RBI’s amendment, the CAP can now be de-
sociated with its framework for revitalizing cided by an affirmative vote of a minimum
distressed assets in the economy/guidelines of 60% of creditors by value and 50% of cred-
on joint lenders’ forum (JLF) and corrective itors by number in the JLF. Further, lenders
action plan (CAP), the RBI lowered the per- must ensure that their representatives in
centage of affirmative votes needed to final- the JLF are equipped with appropriate man-
ize and implement the CAP. Under the pre- dates, and that decisions taken at the JLF
vious JLF framework, in order to implement are implemented by the lenders within the
the CAP, 75% of the creditors by value and timelines set out in the framework.
15 IBLJ ⁄ JUNE 2017THE WRAP
B U S I N E S S L AW D I G E S T
INTELLECTUAL PROPERTY
TRADEMARK RULES REFORMED
T
he Trade Marks Rules, 2017, have re- filed at the time of filing the trademark ap- press coverage, photos at trade fairs, awards
placed the Trade Marks Rules, 2002, plication. This is a new requirement. The and accolades, etc., in India. It will however
with a view to bringing about radical 2017 rules do not prescribe the format of be the registry’s decision whether to accept
changes in the trademark registration pro- the affidavit or the nature of the support- the information provided. In our view, this
cess. Key changes include: ing documents to be provided. However, is a progressive change as collecting usage
New forms: The forms for filing and relat- based on our discussions with the Trade information at the time of filing the trade-
ed matters have been consolidated from 74 Marks Registry, it seems that documents mark application will help the registry of-
forms under the 2002 rules to only eight such as sales invoices, purchase orders and ficial to verify the user claim at the time of
forms. However, the information to be pro- statements of account, which show the use examination of the mark. This should help
vided in the new forms is similar to the in- of the mark for relevant goods or services in expediting the trademark registration/
formation required under the 2002 rules. for each year of usage in India, can be filed. prosecution as well as refusal of a false
Affidavit: In the case of a prior user-based A foreign company that does have all these claim of user.
trademark application, an affidavit to sup- documents easily available can file any oth- Well-known marks: The 2017 rules provide
port usage of the mark in India must be er evidence to show usage in India, such as applicants with the opportunity to apply for
recognition of their marks as “well-known
trademarks” in India. To apply, an appli-
cant is required to file form TM-M and pay
a fee of `100,000 (US$1,550) for each trade-
mark. The applicant must also submit evi-
dence/documents supporting the claim that
the mark is well known.
The rules do not specify the kind of doc-
uments that are required to be filed in sup-
port of such an application. However, in
our view, documents such as press releases
mentioning the global nature of the mark,
global recognition of the mark, net worth of
the brand, recognition of the mark as a well-
known mark in any other jurisdiction, etc.,
may be filed as supporting documents.
This is a positive change from the prior
situation, where such recognition was pro-
vided via a court order/judgment, and is
beneficial to multinational companies which
aim at protecting their brand on a global lev-
el. Registration of a mark as a well-known
mark is also likely to help such companies in
opposition, infringement, brand dilution or
disparagement actions.
New fee structure: The 2017 rules provide
for a new fee structure for filing trademark
applications. The fees differ depending on
the nature of the applicant. To encourage
online filing, the online filing fees are lower.
The business law digest is compiled by Nishith Desai Associates (NDA). NDA is a research-based international law firm with offices in
Mumbai, New Delhi, Bengaluru, Singapore, Silicon Valley and Munich. It specializes in strategic legal, regulatory and tax advice coupled
with industry expertise in an integrated manner.
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