India Business Law Journal showcases 50 of the most significant transactions, court cases and IP enforcement actions of 2010 and reveals the law firms that guided them

George W Russell reports

The international financial crash that has crippled the world’s major economies since 2008 barely sideswiped India. So it is no surprise that 2010 was a major deal-making year, both for Indian companies domestically and internationally, and foreign multinational corporations seeking India-related investment.

Following a lengthy period of research and consultation, India Business Law Journal has selected 50 landmark deals and disputes, concluded between December 2009 and December 2010, that showcase legal talent at its best. The winning deals and cases, which are divided into several categories, have been chosen subjectively based on transactional data, submissions received from Indian and international law firms and a range of interviews conducted with India-focused legal and corporate professionals. In arriving at its decisions on the winning deals and cases, India Business Law Journal’s editorial team evaluated the significance of all shortlisted contenders from a legal and regulatory standpoint. The value and complexity of each deal or case was considered, as were any precedents that may have been established for the future.

Capital markets Deals of the Year

Coal India’s IPO

Value

Principal law firms

US$3.4 billion

Amarchand Mangaldas

Ashurst

DLA Piper

Luthra & Luthra

The largest initial public offering in India to date raised US$3.43 billion for the government, which disinvested 10% of its shareholding in the company. DLA Piper advised both Coal India and the Indian government. “I think the biggest challenge was simply taking a company that is genuinely ancient – having operated for more than 100 years in various forms – and bringing its disclosure and controls up to a level where it would be appropriate for sophisticated international investors,” says Stephen Peepels, a partner at DLA Piper in Hong Kong, who led his firm’s team. Domestically, a team from Luthra & Luthra led by partner Madhurima Mukherjee advised on the transaction. “This would not be possible without the sheer hard work of Luthra & Luthra,” Coal India chairman Partha S Bhattacharya said in his listing speech. Ashurst and Amarchand Mangaldas advised the lead managers. The result has brought delight to analysts across India. “The whole Coal India IPO appeared to be a fairy tale, as if the script was written somewhere in the heaven,” says Jagannadham Thunuguntla, strategist and head of research at SMC Global Securities in Delhi. “Be it the quality of the company, the pricing of the issue, the wide subscription from all kind of investors and a super impressive listing, all has fallen perfectly into place.” For a detailed case study of Coal India’s IPO, see Firing up the markets on page 55.

Jagannadham Thunuguntla Strategist & Head of Research SMC Global Securities

National Mineral Development Corporation’s listing and follow-on offering

Value

Principal law firms

US$2.2 billion

Crawford Bayley & Co

Dorsey & Whitney

Gide Loyrette Nouel

S&R Associates

The Indian government divested itself of around 8.38% of its holdings in National Mineral Development Corporation through a follow-on public offering and Rule 144A offering of 332.24 million equity shares. Gide Loyrette Nouel acted as international legal counsel to the selling shareholder, while Crawford Bayley & Co acted as domestic legal counsel to the selling shareholder. The Sydney office of Dorsey & Whitney acted as international counsel to the underwriters in this public offering of shares in Asia’s third-largest iron ore producer. S&R Associates acted as domestic legal counsel to the book-running lead managers.

NTPC’s further public offer

Value

Principal law firms

US$1.8 billion

Amarchand Mangaldas

Luthra & Luthra

O’Melveny & Myers

The further public offering (FPO) of equity shares in NTPC was the first “fast-track issue” of a public sector undertaking in India. “This means it occurred over a very compressed timetable,” says David Makarechian, a Singapore-based partner at O’Melveny & Myers, which advised the Indian government’s Department of Disinvestment, as sole international counsel to the offer. Amarchand Mangaldas acted as domestic legal counsel to the company and the selling shareholder. Luthra & Luthra was the domestic counsel to the book-running lead managers. “The offering was also the first-ever in which an Indian company used a ‘French auction’ pricing approach,” Makarechian adds, in which the promoters announce a minimum price, investors place sealed bids and the company then negotiates a minimum and maximum price with the market regulator.

Tata Motors’ equity and debt offerings

Value

Principal law firms

US$1.5 billion

(US$750 million in equity and US$750 million
in debt)

Amarchand Mangaldas

AZB & Partners

Milbank Tweed Hadley & McCloy

Sullivan & Cromwell

Tata Motors offered US$550 million of A-shares and US$200 million of ordinary shares by way of institutional private placement outside the US and India, and an institutional placement in India. The company noted that the issue was “successfully executed against the backdrop of volatile equity market conditions”. There was also a concurrent debt offering of US$375 million of 4% convertible notes due in 2014 and 29.9 million global depositary shares for a total deal size of about US$750 million. Sullivan & Cromwell and AZB & Partners advised the issuer. Milbank Tweed Hadley & McCloy and Amarchand Mangaldas acted as managers’ counsel.

Reliance Industries’ notes offering

Value

Principal law firms

US$1.5 billion

AZB & Partners

Davis Polk & Wardwell

Shearman & Sterling

Reliance Industries arranged a Rule 144A and Regulation S offering of US$1.5 billion aggregate principal amount of senior notes. It was the first 30-year US dollar bond offering by a private Asia-based company since 2003. Davis Polk & Wardwell advised Reliance Holding USA, while AZB & Partners advised Reliance Industries on Indian law and Shearman & Sterling advised the underwriters.

Adani Enterprises’ section 4(2)
equity offering

Value

Principal law firms

US$850 million

Amarchand Mangaldas

Jones Day

Adani Enterprises issued US$850 million of equity shares in a qualified institutional placement (QIP), in line with section 4(2) of the US Securities Act, 1933. This was the largest QIP to be undertaken in India during 2010. Amarchand Mangaldas and Jones Day were the sole legal advisers domestically and internationally on the deal. Yash Ashar led the Amarchand Mangaldas team. “This transaction was made challenging by the concurrent merger which was taking place with Mundra Port, which led to complex disclosure and pro forma issues” says Hong Kong-based Jeffrey Maddox, the lead partner for Jones Day.

Abrar Hussain Corporate Partner Kirkland & Ellis

Rural Electrification Corporation’s
secondary global offering

Value

Principal law firms

US$776 million

Amarchand Mangaldas

Ashurst

Luthra & Luthra

Ashurst, as international counsel, advised Rural Electrification Corporation (REC), a listed public-sector enterprise, in connection with its follow-on public offer of equity shares constituting 20% of the existing paid-up capital. Amarchand Mangaldas advised the underwriters on Indian law aspects of the transaction while Luthra & Luthra advised REC. Ashurst had advised on the US$400 million original flotation of REC, the firm’s first Indian IPO, in 2008. Amir Prasad, head of global corporate finance at RBS India, identified partners Madhurima Mukherjee and Kaushik Laik as key team members at Luthra & Luthra. “The transaction marks its significance in being one of the first FPOs subsequent to the notification of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,” Laik notes.

JSW Energy’s IPO

Value

Principal law firms

US$660 million

Amarchand Mangaldas

Khaitan & Co

Latham & Watkins

JSW Energy looked to Amarchand Mangaldas for Indian legal advice on its US$660 million IPO. The deal was significant as JSW’s original offer document had been withdrawn in July 2008 amid difficult market conditions. Latham & Watkins acted as the international legal counsel for the underwriters, while Khaitan & Co advised as the underwriters’ domestic legal counsel.

Piramal Healthcare’s share buyback

Value

Principal law firm

US$550 million

Amarchand Mangaldas

Piramal Healthcare, which is listed on the Bombay Stock Exchange and the National Stock Exchange of India, arranged a buyback of 20% of its equity shares from its shareholders through a tender offer in accordance with section 77A of the Companies Act, 1956, and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998. “The Piramal Healthcare transaction is the largest buyback in the history of corporate India,” says Cyril Shroff, managing partner of Amarchand Mangaldas in Mumbai, which advised Piramal Healthcare.

MakeMyTrip’s IPO

Value

Principal law firms

US$70 million

Amarchand Mangaldas

Conyers Dill & Pearman

Latham & Watkins

S&R Associates

Shearman & Sterling

For what was just a US$70 million deal, the IPO of Indian travel website MakeMyTrip made quite a splash. The listing gave the US IPO market a much-needed fillip in August 2010 by closing up 89% on its debut, the best first-day gain on the Nasdaq in three years. Latham & Watkins, led by Singapore partners Michael Sturrock and Rajiv Gupta, acted as special US counsel to MakeMyTrip. S&R Associates were the company’s Indian legal counsel. The Port Louis and Singapore offices of Conyers Dill & Pearman also advised MakeMyTrip, as it is the first Mauritius-incorporated company to list on a major New York stock exchange. Shearman & Sterling, led by partner Matthew Bersani in Hong Kong, and Amarchand Mangaldas, led by partners Prashant Gupta in Delhi and Yash Ashar in Mumbai, advised the underwriters.

Deals of the year 2010 - The winning capital markets deals

M&A Deals of the Year

Bharti Airtel’s acquisition of Zain assets

Value

Principal law firms

US$9 billion

Allen & Overy

AZB & Partners

Herbert Smith

Linklaters

Loyens & Loeff

Milbank Tweed Hadley
& McCloy

Stibbe

Trilegal

WongPartnership

One of the most complex deals of 2010 was the acquisition by India’s Bharti Airtel of the assets in 16 African countries of the Kuwait City-based Mobile Telecommunications Co (Zain) for US$9 billion. “The entire deal from end to end was both interesting and innovative in the manner in which it was handled and finalized,” says Vijaya Sampath, group general counsel and company secretary at Bharti Enterprises. Herbert Smith was the international legal adviser to Bharti Airtel. The Herbert Smith team was led by Michael Walter, Alan Montgomery and Nick Elverston, while the team at its Dutch affiliate Stibbe was led by Bjorn van der Klip and Maarten de Bruin. Linklaters, under partner Charlie Jacobs, acted for Zain globally, while AZB & Partners, led by Delhi partners Ajay Bahl and Gautam Saha, represented the company domestically. Milbank Tweed Hadley & McCloy, led by finance partner Suhrud Mehta in London and India practice head Glenn Gerstell in Washington, acted for Bharti Airtel on the financing arrangements supporting its acquisition. “The Bharti-Zain deal was a truly transformational transaction,” says Gerstell. Trilegal was the Indian counsel and Allen & Overy advised Standard Chartered Bank, as mandated lead arranger and lead adviser. On the borrower side, Loyens & Loeff provided Dutch counsel and WongPartnership addressed Singaporean law issues. “To add to the complexity was the multiplicity of regulations, regulators, jurisdictions, labour and employee laws, judicial and political systems, listing and disclosure requirements, local ownership requirements, approvals and timing, licence requirements as well as market asymmetries and divergent cultures,” Sampath says.

Vedanta’s purchase of Cairn India

Value

Principal law firms

US$8.5 billion

Allen & Overy

Amarchand Mangaldas

AZB & Partners

Conyers Dill & Pearman

Latham & Watkins

Linklaters

S&R Associates

Shepherd and Wedderburn

Talwar Thakore & Associates

One of the most high-profile deals in recent years is Vedanta Resources’ acquisition of a 51% stake in Cairn India in a US$8.5 billion transaction. This is one of the largest M&A deals by value undertaken by an India company in recent years and involves US$6.5 billion of debt financing – a considerable amount in today’s market. The deal has been complicated by difficulties within India’s bureaucracy. State-owned ONGC and India’s petroleum ministry had opposed the deal and Cairn will require at least 10 separate clearances covering each production-sharing contract. Sanjeev Dhuna of Allen & Overy and Zia Mody, Shuva Mandal and Essaji Vahanvati of AZB & Partners are acting for Vedanta Resources on the financing arrangements. “Unlike other M&A financings, this financing involved the capital markets, the equity markets and the debt markets,” says Guy Nicholls, an Allen & Overy spokesman in London. “Each of these different markets was utilized under one common financing structure.” Five Latham & Watkins partners – Rajiv Gupta in Singapore, David Miles in Hong Kong, and Graeme Ward, Rory Negus and Sean Finn in London – worked on the deal on Vedanta’s behalf. Shepherd and Wedderburn is advising Cairn India internationally, while Amarchand Mangaldas and S&R Associates are Indian counsel to Cairn. Linklaters and Talwar Thakore & Associates are acting for the lenders. Conyers Dill & Pearman is acting as counsel for Vedanta in Mauritius.

Abbott’s acquisition of a division of
Piramal Healthcare

Value

Principal law firms

US$3.7 billion

Baker & McKenzie

Crawford Bayley & Co

Luthra & Luthra

Stephenson Harwood

Not all major deals involved Indian companies expanding overseas. The global pharmaceutical industry, for example, saw further consolidation with the purchase by US-based Abbott Laboratories of the generics division of Piramal Healthcare for about US$3.7 billion. The deal was interrupted by the Icelandic ash cloud that crippled international travel in April and May 2010. Andrew Edge, a Stephenson Harwood partner advising Piramal, had previously advised the Indian company on a number of its own acquisitions while working at Ashurst. Luthra & Luthra partners Mohit Saraf, Samir Dudhoria, Vikrant Kumar, Vikas Srivastava, SR Patnaik and Sanjeev Sachdeva, and Pablo Garcia Moreno and Olivia Tyrrell of Baker & McKenzie’s Chicago office acted for Abbott. Edge and Stephenson Harwood partners Eifion Morris and Duncan Stiles, all in London, and RA Shah of Crawford Bayley & Co in Mumbai led the teams advising Piramal Healthcare.

Chennai Network Infrastructure’s tower
purchase from Aircel

Value

Principal law firms

US$1.8 billion

Amarchand Mangaldas

Wadia Ghandy & Co

In what was the largest all-cash M&A transaction in India to date, Amarchand Mangaldas partners Gunjan Shah and Anirudh Das advised the Aircel Group on the sale of its telecommunications tower business to Chennai Network Infrastructure, part of the GTL Group, for about US$1.8 billion. GTL will acquire 17,500 towers in a transaction structured to ensure Aircel’s services are not disrupted. “The deal was spread over a year and involved investment bankers on both sides, lengthy and challenging negotiations and a court process for completion of the transfer of the passive undertaking,” says Fariyal Tahseen, a Mumbai partner at Wadia Ghandy & Co, who led the team advising the buyer.

Deals of the year 2010 - The winning M&A deals

Reliance Industries’ joint venture
with Atlas Energy

Value

Principal law firms

US$1.7 billion

Jones Day

Ledgewood

P&A Law Offices

Vinson & Elkins

Wachtell Lipton Rosen
& Katz

Reliance Industries – the largest private-sector company in India by capitalization and turnover – acquired a 40% interest in more than 120,000 hectares leased by US-based Atlas Energy in the Marcellus shale deposit in Pennsylvania and West Virginia for about US$1.7 billion. Houston partners Marcia Backus and Doug Bland headed a Vinson & Elkins team advising Reliance Marcellus, an affiliate of the Indian company. Anand Pathak of P&A Law Offices advised Reliance on Indian law. Jeffrey Schlegel, a Houston partner with Jones Day; David Lam and Adam Emmerich, New York partners at Wachtell Lipton Rosen & Katz; and Philadelphia-based Ledgewood member Lisa Ernst led those firms’ representation of Atlas Energy and Atlas Energy Resources.

Diligenta’s acquisition of Unisys’ UK
life and pensions business

Value

Principal law firms

US$386 million

Berwin Leighton Paisner

Khaitan & Co

Morrison & Foerster

Travers Smith

Diligenta, a London-based subsidiary of Tata Consultancy Services, acquired the UK life and pensions business of Unisys Insurance Service in a deal worth £250 million (US$386 million). Mark Lewis, a London-based partner at Berwin Leighton Paisner headed the team advising Tata Consultancy Services and Diligenta. “Berwin’s outsourcing and corporate teams really understand the drivers of our business,” says Martin Manning, the commercial and legal director for Britain and Ireland at Tata Consultancy Services. Khaitan & Co advised Tata Consultancy Services domestically. Ann Bevitt and David Skinner of Morrison & Foerster in London advised former Unisys client Phoenix Group Holdings on the outsourcing of its life and pension payment services to Diligenta, while Travers Smith, led by Richard Spedding in London, advised Unisys Corporation and Unisys UK.

Shree Renuka’s purchase of
Grupo Equipav Açúcar e Álcool

Value

Principal law firms

US$329 million

Crawford Bayley & Co

TozziniFreire Advogados

Veirano Advogados

A landmark cross-border investment emerged in the unlikeliest of places. Shree Renuka Sugars, based in Belgaum in the harsh, dry landscape of northern Karnataka, paid about US$329 million to acquire Grupo Equipav Açúcar e Álcool, a sugar and ethanol producer with its roots in the lush, tropical wilderness of Brazil’s Ceará state. “It is the largest Indian investment in Brazil and will break new ground in agribusiness between Brazil and India,” says Pedro Aguiar de Freitas, a senior partner at Veirano Advogados in its Rio de Janeiro and São Paulo offices, who led a team advising Shree Renuka Sugars. Sanjay Asher, a partner at Crawford Bayley & Co, advised Shree Renuka in India, while São Paulo-based TozziniFreire Advogados partner Darcy Teixeira Junior headed a team advising Equipav.

Bharti Airtel’s purchase of a 70% stake
in Warid Telecom

Value

Principal law firms

US$300 million

AZB & Partners

Clifford Chance

Bharti Airtel figures in yet another telecommunications deal with its purchase of a 70% stake in Warid Telecom, the fourth-largest mobile company in Bangladesh, from the Abu Dhabi Group for about US$300 million. With it, Bharti Airtel became the first Indian operator to enter the Bangladesh mobile market. AZB & Partners advised Bharti Airtel in the acquisition, which was made through the issue of fresh shares in Warid and through the purchase of existing shares held by Warid Telecom International. AZB partner Gautam Saha led the firm’s advisory team from Delhi. John Graham, a partner in the Abu Dhabi office of Clifford Chance, led a team advising Abu Dhabi Group, an investment company based in the United Arab Emirates, and Warid Telecom.

Glodyne’s acquisition of DecisionOne

Value

Principal law firms

US$104 million

Blank Rome

J Sagar Associates

Kirkland & Ellis

Rajani Associates

Kirkland & Ellis and Rajani Associates acted as international and Indian advisers respectively to Mumbai-based technology management services company Glodyne Technoserve in its leveraged buyout (LBO) of DecisionOne, a US company twice its size, for about US$104 million.

The deal is expected to catapult Glodyne from a bit player into a major force in the growing field of outsourced technology management services. “This was the first major LBO of an American company by an Indian company which used a significant amount of Indian debt,” says Abrar Hussain, a corporate partner in San Francisco who led the Kirkland & Ellis team. ICICI Bank provided US$80 million of leverage.

One major challenge was to “marry the foreign laws with the Indian regulations”, says Alok Sonker, an associate at Rajani Associates in Mumbai.

Partners Gary Goldenberg and Linsey Bozzelli of Blank Rome advised DecisionOne internationally. J Sagar Associates in Mumbai advised the company on Indian law.

Mahindra & Mahindra’s tractor joint venture

Value

Principal law firm

US$40 million

King & Wood

In a foretaste of what may be many deals to come between Chinese and Indian corporate entities, Mahindra & Mahindra finalized a joint venture with state-owned Yueda (Yancheng) Tractor Co, based in Jiangsu province. The joint venture, known as Mahindra Yueda Yancheng Tractor Co, will be injected with US$40 million under a deal concluded in December 2009 to create a research and development facility and a manufacturing plant for engines. King & Wood, led by partner Mark Schaub, advised Mahindra & Mahindra. Yueda Group employed its own in-house legal team.

Banking & finance Deals of the Year

Macquarie/State Bank of India/IFC
infrastructure fund

Value

Principal law firms

US$2 billion

Allen & Gledhill

Amarchand Mangaldas

J Sagar Associates

Mallesons Stephen Jaques

Australia’s Macquarie Capital, the State Bank of India (SBI) and the International Finance Corporation (IFC) entered into an offshore joint venture based in Singapore and a domestic joint venture based in India to establish and manage an international offshore fund and an Indian domestic fund to invest in infrastructure in India. The deal brought about the successful launch of one of the world’s largest private equity international infrastructure funds. The fund was originally launched in April 2009 and raised US$1 billion. The fund raised further capital during 2010 with final close taking place in October with the fund topping out at US$2 billion. Mallesons Stephen Jaques – led by John Sullivan, an M&A partner based in Sydney – advised Macquarie on Australian law. Dina Wadia, a Mumbai-based partner at J Sagar Associates, and Tan Su May, a partner at Allen & Gledhill in Singapore, acted for Macquarie in relation to Indian and Singaporean law respectively. Amarchand Mangaldas, led by partner Ashwath Rau, acted for SBI and IFC.

State Bank of India’s bond issues

Value

Principal law firm

US$1.99 billion

(US$1 billion and €750 million)

Allen & Overy

The State Bank of India (SBI), the country’s largest public-sector bank, successfully issued separate bonds in the international capital markets worth US$1 billion and €750 million (US$993 million) respectively, with both issues due in 2015. The US-dollar bonds were sold pursuant to Rule 144A to US investors and the euro bonds were sold pursuant to Regulation S to investors in Europe and Asia. “This is a signature deal, despite market turbulence and volatility,” SBI chairman OP Bhatt said of the US dollar bond. “We believe the success of this transaction will also allow Indian issuers to more easily access the US markets.” The euro offering, meanwhile, was the largest Regulation S bond by an Indian entity and one of the biggest euro-denominated issues by an Asian financial institution. Allen & Overy, led by Andrew Harrow in Hong Kong, advised SBI.

HSBC’s acquisition of RBS India

Value

Principal law firms

US$1.8 billion

Bharucha & Partners

Linklaters

Norton Rose

Talwar Thakore & Associates

HSBC acquired the retail and commercial banking business in India of the Royal Bank of Scotland (RBS). The acquisition, which is subject to various conditions including regulatory approvals, involves portfolios with a gross asset value of US$1.8 billion. “Bank acquisition transactions in India are inherently complex given that the Indian banking sector is heavily regulated,” notes Jay Parikh, a senior associate in Mumbai at Bharucha & Partners, which advised HSBC on Indian law aspects. “Striking a balance between banking laws and regulations and the client’s desire to cherry-pick a portfolio of assets and liabilities was the key challenge.” Norton Rose advised HSBC internationally with a team led by Hong Kong corporate finance partner Richard Crosby. Linklaters, led by partner Matthew Middleditch in London, acted for RBS internationally, while Talwar Thakore & Associates partners Feroz Dubash, Suresh Talwar and Shobhan Thakore provided Indian law advice to RBS. The in-house counsel team at HSBC was led by Marjory Miller and Jasmine Batliwalla. Rushad Abadan, Emma Rees and Michael Loughney headed the internal legal unit at RBS.

Deals of the year 2010 - The winning banking & finance deals

ICICI Bank’s notes offering

Value

Principal law firms

US$1 billion

Davis Polk & Wardwell

Latham & Watkins

Davis Polk & Wardwell advised ICICI Bank in connection with the issuance of US$1 billion in 5.75% notes due 2020. This is the first senior US dollar deal with a 10-year maturity to be issued by an Indian bank. Latham & Watkins advised the underwriters: Barclays Bank, Citigroup Global Markets and Deutsche Bank. Partners Rajiv Gupta, Michael Sturrock and Ng Min Yee in Singapore and Jiyeon Lee-Lim in New York advised on the deal.

Standard Chartered’s listing of
Indian depository receipts

Value

Principal law firms

US$530 million

Amarchand Mangaldas

Linklaters

Slaughter and May

Talwar Thakore & Associates

Standard Chartered Bank became the first multinational bank to list in India with its public issue and listing of Indian depository receipts (IDRs) representing underlying new ordinary shares. The bank raised about US$530 million by selling 240 million IDRs at a price of ₹104 each. The IDRs have been listed on the Bombay Stock Exchange and National Stock Exchange of India. Slaughter and May advised Standard Chartered as international counsel. Partners Nilufer von Bismarck in London and Laurence Rudge in Hong Kong led the firm’s team. “We worked closely with Amarchand Mangaldas to establish the regulatory framework in India for an offering of IDRs,” says Bismarck. Amarchand Mangaldas acted for the bank on Indian law. “This was the first IDR issue since the notification of the Companies (Issue of Indian Depository Receipts) Rules, 2004, by the Ministry of Corporate Affairs,” says Amarchand partner Prashant Gupta. “Further, this was the first issue undertaken under the reduced timelines of 12 working days notified by the Securities and Exchange Board of India on 22 April 2010.” Linklaters, headed by India group head Sandeep Katwala, and Talwar Thakore & Associates, led by partners Shobhan Thakore and Rahul Gulati, advised the book-running lead managers. The issue was positively received by investors. “Standard Chartered Bank could be among one of the few global banks which investors would like to bet on and, hence, justifies its premium over its peers,” says Abhijit Majumder, an analyst with the Prabhudas Lilladher brokerage in Mumbai.

Private equity Deals of the Year

The Sultanate of Oman’s private equity fund

Value

Principal law firms

US$1.5 billion

Amarchand Mangaldas

Trilegal

Given the economic meltdown in Dubai, it is unsurprising that India has turned to other Gulf states for investors. In a possible sign of future development, the state-owned State General Reserve Fund of the Sultanate of Oman has launched a private equity fund in India as a joint venture with the State Bank of India (SBI). Nishant Parikh of Trilegal in Mumbai advised the State General Reserve Fund of the Sultanate of Oman on the deal. The fund opened in July with US$100 million as an initial investment. The eventual target is US$1.5 billion. Amarchand Mangaldas advised SBI.

Quadrangle’s investment in
Tower Vision India

Value

Principal law firms

US$300 million

Appleby

Davis Polk & Wardwell

Desai & Diwanji

Richards Butler

Tatva Legal

Tower Vision India, a Gurgaon-based independent cellular telephone tower management company, raised US$300 million from a consortium of international private-equity investors led by Quadrangle Capital Partners. Tatva Legal, led by partner Avinash Mody, advised Tower Vision India on due diligence and other Indian matters. Richards Butler advised Tower Vision Mauritius, of which Tower Vision India is a subsidiary, on the international aspects of the deal. The Port Louis office of Appleby also advised on offshore matters. With this deal, New York-headquartered Quadrangle makes its debut in India. Davis Polk & Wardwell advised Quadrangle, with Hong Kong partner Mark Lehmkuhler and of-counsel Margaret Ayres in Washington leading the firm’s teams. Desai & Diwanji partners Apurva Diwanji in Mumbai and Amit Khansaheb in Delhi provided Indian advice.

Macquarie SBI’s investment in
Viom Networks

Value

Principal law firms

US$300 million

Amarchand Mangaldas

AZB & Partners

Desai & Diwanji

Telecom tower fever continued with Macquarie SBI Infrastructure Fund’s purchase of an 11% stake in Viom Networks, a telecom infrastructure company with more than 37,000 towers, for about US$300 million. Amarchand Mangaldas, led by partner Ashwath Rau, represented Macquarie SBI Infrastructure Fund, which is a joint venture between Australia’s Macquarie Capital and the State Bank of India. In 2009, Quippo Telecom Infrastructure and Tata Teleservices merged their passive infrastructure business to form Viom Networks. Desai & Diwanji advised Quippo Telecom Infrastructure while AZB & Partners, led by Mumbai-based partner Vaishali Sharma, acted for Tata Teleservices.

Kohlberg Kravis Roberts’ investment
in Coffee Day

Value

Principal law firms

US$200 million

AZB & Partners

Desai & Diwanji

Simpson Thacher & Bartlett

Tatva Legal

Kohlberg Kravis Roberts led a consortium of private equity firms, including New Silk Route and Standard Chartered Private Equity, to invest about US$200 million in Coffee Day Resorts, which owns the Café Coffee Day chain as well as resorts and business parks. Simpson Thacher & Bartlett advised Kohlberg Kravis Roberts internationally. For Indian law matters, Darshika Kothari, a partner with AZB & Partners, advised the private equity investment vehicle, KKR Mauritius PE Investments II. Desai & Diwanji advised Standard Chartered and NK Dilip of Tatva Legal advised Coffee Day Resorts.

Deals of the year 2010 - The winning private equity deals

TA’s investment in Micromax

Value

Principal law firms

US$45 million

Amarchand Mangaldas

Goodwin Procter

IndusLaw

Lexygen

US private equity major TA Associates increased its India holdings by purchasing a minority stake in telephone handset maker Micromax Informatics for about US$45 million with a view to the company exporting its low-cost products into Africa and Latin America. Indian counsel Lexygen – led by founding partner Vijay Sambamurthi – provided advice to TA Associates on diligence, structuring, negotiations and documentation. Goodwin Procter served as international counsel. IndusLaw, headed by Gaurav Dani, advised Micromax domestically. TA later brought in two more private equity investors – Sequoia Capital and Sandstone Capital, as investors into Micromax. Amarchand Mangaldas represented the newcomers.

Real estate Deals of the Year

DB Realty’s IPO

Value

Principal law firms

US$329 million

AZB & Partners

Jones Day

Luthra & Luthra

DB Realty, a real estate development company that specializes in commercial, residential and retail developments in and around Mumbai, went public, selling ₹15 billion (US$330 million) of equity shares in an IPO and concurrent Rule 144A and Regulation S offering. Partner Madhurima Mukherjee of Luthra & Luthra led a team advising DB Realty and acting as domestic legal counsel to underwriters DB Corporation, Enam Securities, Citigroup Global Markets India and Kotak Mahindra Capital Co. Jones Day, led by Singapore partners Manoj Bhargava and Jeffrey Maddox, acted as international legal counsel to the lead managers, Enam Securities and Kotak Mahindra Capital, while AZB & Partners advised the selling shareholder, Cliffrose Investment. “The issue was one of the first few transactions wherein Securities and Exchange Board of India gave clarity on the protection rights of a private equity investor post listing of the equity shares of the issuer company,” says Mukherjee.

Deals of the year 2010 - The winnnig real estate deals

Fortis’ purchase of 10 hospitals

Value

Principal law firms

US$200 million

Amarchand Mangaldas

Vaish Associates

Fortis Healthcare acquired 10 hospitals – five in Bangalore, three in Kolkata and two in Mumbai – and four nursing schools and colleges from Wockhardt Hospitals for a lump sum, which included their employees, doctors, immovable properties, shares of its subsidiary, assets and goodwill. “There was a total synchronized system in place in terms of all protocols for transfer so that the business, values, properties and intellectual property was transmitted over to Fortis with full value intact,” says Debolina Partap, associate vice-president and head of legal at Wockhardt India. “The legal teams ensured the smooth process for this.”

Debolina Partap Associate Vice-President & Head of Legal Wockhardt India

Vaish Associates’ Mumbai partner Bomi Daruwala led the team for Fortis Healthcare, while Amarchand Mangaldas’ Mumbai managing partner Cyril Shroff and corporate partner Nivedita Rao led the legal team for Wockhardt Hospitals.

Borosil Glass Works sale

Value

Principal law firms

US$178 million

Kanga & Co

Khaitan & Co

The former Borosil Glass Works site in Marol, Andheri (East) – a plot measuring more than 7.4 hectares – was one of the most sought-after industrial land tracts in metropolitan Mumbai. In August, Khaitan & Co advised Borosil on the sale of the land to Neepa Real Estate in an all-cash transaction totalling US$178 million. Senior partners Pradip (Pinto) Khaitan and Haigreve Khaitan and partner Sudip Mullick advised Borosil on transaction documents for the sale and transfer of the property. Kanga & Co partners ML Bhakta and Dhaval Vussonji advised Neepa Real Estate.

Ackruti City slum redevelopments

Value

Principal law firms

US$109 million

Amarchand Mangaldas

DSK Legal

White & Case

Ackruti City Ltd sought up to US$109 million in financing for foreign-direct-investment-compliant slum redevelopment projects in India by the issue of an unusual mix of offshore fixed fully convertible unsecured debentures, onshore secured optionally convertible debentures and an onshore loan. Kate Allchurch and William Kirschner in Singapore led a White & Case team that advised Deutsche Bank on the financing and also represented DB Trustees (Hong Kong) as trustee in the transaction. Amarchand Mangaldas represented the bank domestically, while DSK Legal advised Ackruti City on Indian law.

Shiv Nadar University development

Value

Principal law firm

Undisclosed

Koura & Co

Shiv Nadar, the founder of India’s HCL Group, sought to acquire 112 hectares of land near Noida in Uttar Pradesh for the establishment of Shiv Nadar University. The university is part of Nadar’s philanthropic programme. Delhi-based law firm Koura & Co was instructed to draw up a constitution for the university, obtain the required regulatory accreditations and approvals and draft a State University Act to be passed to establish the university. The firm was also required to obtain land on which to build the institution “Almost every major acquisition of land in India is fraught with problems, and invariably leads to some form of litigation,” says VN Koura, who heads Koura & Co in Delhi. “In one of these projects wherein the acquisition of 112 hectares of land was at stake, we have had to handle substantial litigation which we were able to speedily and successfully resolve through the judicial system.”

Infrastructure Deals the Year

GMR’s sale of its InterGen stake
to China Huaneng

Value

Principal law firms

US$1.23 billion

De Brauw Blackstone Westbroek

Houthoff Buruma

Skadden Arps Slate Meagher & Flom

White & Case

India’s GMR Infrastructure entered into a definitive agreement for the sale of its 50% stake in the global power generation company InterGen for US$1.23 billion to an affiliate of state-owned China Huaneng Group, China’s largest power generation company. It is the largest cross-border transaction between a Chinese and an Indian entity to date. Skadden Arps Slate Meagher & Flom, led by China partners Jon Christianson and Gregory Miao and New York of counsel Edmund Duffy, were the principal international legal advisers to China Huaneng Group. Alexander Kaarls of Houthoff Buruma advised on Dutch law, which applied to certain aspects of the multi-jurisdictional transaction. A White & Case team led by New York partner Nandan Nelivigi acted as lead international counsel to GMR, while Ton Schutte led a De Brauw Blackstone Westbroek team advising GMR on Dutch law. InterGen owns power plants in Australia, Britain, Mexico, the Netherlands and the Philippines with more than 8,000 megawatts of gross operational capacity.

L&T’s new shipyard in Tamil Nadu

Value

Principal law firm

US$750 million

India Law Services

L&T Shipbuilding, the marine arm of Indian construction and engineering conglomerate Larsen & Toubro, will boost its capacity by constructing a shipyard for the manufacture of defence and commercial vessels near Ennore in Tamil Nadu. The shipbuilder arranged the financing of the landmark US$750 million project for a lender (the details of which are confidential). “The operation and construction period run simultaneously, requiring inclusion of special financial provisions for safeguarding the lender’s interests,” says AG Karkhanis a Mumbai-based partner with India Law Services, which served as the lender’s legal counsel. L&T Shipbuilding was represented by its in-house lawyers.

AG Karkhanis Partner India Law Services

Private equity investment in Asian Genco

Value

Principal law firms

US$425 million

Allen & Gledhill

Appleby

Boies Schiller & Flexner

Davis Polk & Wardwell

General Law Partners

J Sagar Associates

Lexygen

Paul Weiss

Shearman & Sterling

WongPartnership

A private equity consortium comprising Morgan Stanley Infrastructure, Norwest Venture Partners, General Atlantic, Goldman Sachs Investment Management, and Everstone Capital invested US$425 million in Asian Genco, an infrastructure company which has investments in Indian power generation assets and engineering services businesses. The deal was significant in that it was the largest private equity transaction to take place in the power sector in India. “This is also one of the largest private equity transactions in the Indian market in almost two years,” says Madhumita Sangma, an associate with Lexygen. Lexygen, led by founding partner Vijay Sambamurthi, advised consortium leader Morgan Stanley Infrastructure as Indian counsel on structuring, negotiations and documentation, while J Sagar Associates acted as Indian counsel on legal due diligence. Other legal advisers to the consortium included Davis Polk & Wardwell – led by Hong Kong partner Kirtee Kapoor – as international counsel and Steven Seow of Allen & Gledhill as Singapore counsel. Appleby, headed by Malcolm Moller, acted as the Mauritius legal counsel. Individual consortium members with legal counsel included General Atlantic (Paul Weiss Rifkind Wharton & Garrison), Goldman Sachs (Boies Schiller & Flexner) and Norwest (Shearman & Sterling). Asian Genco was represented by WongPartnership as Singaporean counsel and Rajesh Maralla of General Law Partners in Hyderabad as Indian counsel.

Bank of Baroda-led loan to Indus Gas

Value

Principal law firms

US$110 million

Amarchand Mangaldas

Carey Olsen

TLT Solicitors

Bank of Baroda led a syndicate of lenders in connection with a US$110 million loan to oil and gas exploration and development company Indus Gas. UK-based TLT Solicitors, led by banking partner Richard McBride, advised the syndicate on the loan, which will provide funding to develop Indus Gas’ discovery of a natural gas field in Rajasthan. TLT instructed Amit Kumar and Sunando Mukherjee of Amarchand Mangaldas in Delhi and Graham Hall and Vicky La of Carey Olsen in Guernsey. The borrower did not instruct external lawyers and was represented by internal adviser Vikas Agarwal.

Karnataka State Highways’ BOT annuity

Value

Principal law firm

To be announced

Singhania & Partners

The Karnataka State Highways Implementation Project, which upgrades highways in the southern state with World Bank funding, has settled on a novel structure for future projects. The state government entity worked with Singhania & Partners to develop India’s first build-operate-transfer (BOT) annuity documentation. The project covers the development of bidding documents for the grant of concessions on design-build-finance-operate-maintain-transfer bases using an annuity model based on World Bank procurement guidelines.

Deals of the year 2010 - The winning infrastructure deals

Intellectual property Deals of the Year

UCB Farchim SA v Cipla Limited & others

Value

Principal law firms

Not applicable

Remfry & Sagar

Singh & Singh

In this case, which was part of a batch of six writ petitions, Delhi High Court in February held that an applicant has the right of an appeal if a patent application has been refused following a pre-grant opposition. Prior to this decision, the practice had been to agitate the order in a pre-grant opposition in a high court by filing writ petitions.

This decision authoritatively held for the first time that the order of the Patent Controller in a pre-grant opposition refusing the application (thereby accepting the opposition) is in fact an order under section 15 of the Patents Act, 1970, which is appealable before the Intellectual Property Appellate Board. “This interpretation is important and appreciated as the applicant has a fairer and better chance to agitate the issue before a specialized IP court as opposed to a restricted consideration in a general court in a writ petition,” says Ashwin Julka, a partner at Remfry & Sagar in Gurgaon, which represented UCB Farchim. Pratibha Singh of Singh & Singh advised Cipla and the other parties.

Deals of the year 2010 - The most significant intellectual property disputes

Music Broadcasting v
Phonographic Performance

Value

Principal law firms

Not applicable

Anand and Anand

Luthra & Luthra

The long licence-fee tussle between radio channels and Phonographic Performance ended with a recent verdict by the Copyright Board. This litigation was instituted almost a decade ago by Music Broadcasting, which includes several radio channels, against Phonographic Performance. The radio channels had challenged the royalties demanded arguing they were unreasonable and exorbitant. The Copyright Board gave a well reasoned order keeping the interests of both parties in perspective by fixing the royalty rate as 2% of net advertising revenue.

“This order is a welcome relief for radio channels since music is an essential content for radio stations and current statutory restrictions limit content that can be aired by private stations considerably,” says Pravin Anand, managing partner of Anand and Anand, who represented Music Broadcasting. Luthra & Luthra represented Phonographic Performance. More widely, this arrangement fixed by the Copyright Board will also act as an impetus for private FM radio stations to enter the third phase of radio licensing, which aims at expansion of radio by penetration into smaller towns.

Pravin Anand Managing Partner Anand and Anand

Qualcomm’s patent bundling

Value

Principal law firm

Not applicable

Nishith Desai Associates

Qualcomm, a US-based wireless telecommunications research and development company, sought to submit a “statement of the working of a patent in India” for 500-plus patents in compliance with the provisions of the Patents Act, 1970. Until this case, the provisions of the Indian Patents Act related to the disclosure of the working of patents only on an individual basis. Nishith Desai Associates provided an innovative solution which was accepted by the patent authorities in which the client did not have to submit individual patent data. “The information relating to the bundle of patents was accepted as a whole,” says partner Gowree Gokhale, who heads the IP practice at Nishith Desai Associates. “We also registered two of their patent licensees with the patent offices for the same number of patents.”

Toyota’s IP action against
Prius Auto Industries

Value

Principal law firms

Not applicable

Anand and Anand

RAD & Partners

Singh & Singh

Delhi High Court passed an unusual order in the infringement and passing-off action brought by the Japanese carmaker Toyota against Prius Auto Industries, a Delhi-based manufacturer of automotive parts, to protect its trademarks such as Toyota, Innova and Prius. An ex parte interim injunction had been granted in favour of Toyota, but was subsequently set aside in March 2010. Toyota had appealed against the order setting aside the ex parte injunction. The appellate bench took cognizance of the infringing use of Toyota’s marks by the respondents and directed them to alter the existing product packaging, catalogue and advertisements. The respondents were directed to write the sentence “vehicle and marks used for item identification only” in a conspicuous and a consistent font as has been used for the other descriptive matter on their product packaging. The respondents were also directed to not write “Genuine Accessories” on their products without it being accompanied by “of Prius Auto Industries”. Anand and Anand represented Toyota. RAD & Partners initially represented Prius Auto Industries but was later replaced by Singh & Singh.

Heinz’s trademark dispute with
Stokely-Van Camp

Value

Principal law firms

Not applicable

Lall Lahiri & Salhotra

Singh & Singh

Stokely-Van Camp, an affiliate of PepsiCo, registered the expression “Rehydrate, Replenish, Refuel” as a trademark in India in 2006 which it claimed it had been using in conjunction with its isotonic drink Gatorade worldwide. There was no evidence of use of the expression in India. In February, Heinz introduced an isotonic drink under the trademark Glucon-D. The packaging stated that the drink “Rehydrates fluids, Replenishes vital salts, and Recharges glucose”. Stokely then sued Heinz for trademark infringement before Delhi High Court. However, Justice Rajiv Shakdher came to the conclusion that the expression registered by Stokely is highly descriptive of isotonic drinks and therefore not a valid trademark. Stokely appealed to the division bench, which upheld the decision of the single judge. The appeal was accordingly dismissed.

Maninder Singh and Pratibha M Singh of Singh & Singh represented Stokely, while Anuradha Salhotra of Lall Lahiri & Salhotra advised Heinz.

Disputes of the Year

Venture Global Engineering v Satyam

Value

Principal law firms

Not applicable

Lawyers Knit & Co

Tuli & Co

Rajat Taimni, the managing partner of the Mumbai office of Tuli & Co, represented the plaintiff, Venture Global Engineering (VGE), in a successful Supreme Court case in which the court ruled that the deliberate concealment of material facts, which ought to have been disclosed before an arbitrator in an arbitration hearing, amounted to an act of fraud. VGE was able to amend its challenge to an award, so as to incorporate subsequent developments such as the fraud at Satyam. Tuli & Co instructed senior advocate KK Venugopal, while Satyam’s counsel, Bina Madahavan of Hyderabad-based Lawyers Knit & Co, instructed senior advocate Harish Salve.

Ferani Hotels’ dispute with Nusli Wadia

Value

Principal law firms

Not applicable

Bharucha & Co

Doijode Associates

Pepper Hamilton

In December, Bombay High Court upheld industrialist Nusli Wadia’s role as the administrator of 240 hectares of real estate in the Mumbai suburb of Malad, which includes prime retail properties.

Justice Roshan Dalvi dismissed a petition filed by Ferani Hotels, a company controlled by the Gopal Raheja group, seeking revocation and annulment of the order dated 30 November 2003 that authorized Wadia to continue to act as administrator of the estate of Eduljee Framroze Dinshaw.

Ferani claimed that Wadia’s role as administrator ended with the death of Bachoobai Woronzow Dashkow, the sole survivor and sister of Eduljee Framroze Dinshaw, who originally owned the land. Dalvi concluded that Ferani has “failed to show any misconduct in administration on the part of the respondent (Wadia)”. Acting for Nusli Wadia, Shreekant Doijode of Doijode and Associates instructed senior advocate Fali Nariman. For Gopal Raheja of Ferani Hotels, Raju Subramanyam and Zubin Behramkamdin of Bharucha & Partners instructed senior advocate Abhishek Singhvi. James Rosener and Edward Watters of Pepper Hamilton acted as US counsel.

Deals of the year 2010 - The most significant disputes

GHCL ESOP Trust’s case against
India Infoline

Value

Principal law firm

Not applicable

Khaitan & Co

The GHCL ESOP Trust brought a criminal case under sections 406 and 420 of the Indian Penal Code, 1860, for criminal breach of trust and cheating against India Infoline and its board of directors. Khaitan & Co, led by Ajay Bhargava in Delhi, filed quashing petitions, which were allowed by Delhi High Court. The trust had sought to buy shares back from India Infoline. However, on receipt of a cheque from the trust, India Infoline had instead sold the trust’s shares to third parties, claiming it could do so because it was owed past dues from other companies within the GHCL group. “A very important legal issue relating to the concept of vicarious liability of a board of directors under the provisions of the Indian Penal Code, 1860, was involved in this matter,” says Rabindra Jhunjhunwala, a Mumbai partner at Khaitan & Co, which advised India Infoline. GHCL ESOP Trust, which was represented by advocate Rakesh Tiku, is appealing to the Supreme Court.

Rabindra Jhunjhunwala Partner Khaitan & Co

DBS Bank v Wockhardt

Value

Principal law firms

Not applicable

Juris Corp

Majmudar & Co

Singhi & Co

Vimadalal & Co

A Juris Corp team, led by partner H Jayesh, advised Singapore-based DBS Bank in relation to its claim against Wockhardt, an Indian pharmaceuticals major, in relation to unpaid loans made by DBS and two domestic Indian banks totalling US$18.275 million and Rs400 million.

Juris Corp approached Bombay High Court with a winding-up action against Wockhardt. The court would have tested a corporate debt restructuring scheme formulated by the Reserve Bank of India for the first time. However, the parties reached an out-of-court settlement, finalized in January 2010. Wockhardt was advised by Majmudar & Co. Vimadalal & Co represented Kotak Mahindra Bank, while Singhi & Co advised ICICI Bank.

Court of Arbitration for Sports’ debut
at the Commonwealth Games

Value

Principal law firms

Not applicable

Foley’s List

FoxMandal Little

George Davies

Nicholl Paskell-Mede

Wertheim Becker

The Court of Arbitration for Sports made its Indian debut at the Commonwealth Games in Delhi and turned over an eligibility hearing within 24 hours. Arbitrators Henry Jolson, a queen’s counsel with the Foley’s List group of barristers in Melbourne, Graeme Mew of Nicholl Paskell-Mede in Montreal, Mark Hovell of George Davies in London, Monty Hacker of Wertheim Becker in Johannesburg and Sangeeta Mandal of FoxMandal Little in Delhi formed a panel, heard the case and issued a finding within a day. The case concerned a Norfolk Island lawn bowler who was deemed ineligible to compete at the games.