India Business Law Journal reveals the leading foreign law firms for India-related work
The palpable slack in India’s growth over the past year has cast a dark shadow over inbound and outbound transactions. Investments into India have diminished and enthusiasm has faded as a result of uncertainty over legal and regulatory reform, heightened by the Vodafone tax dispute and the government’s flip-flopping on liberalization of the retail industry.
“The predictability and timeliness of the process for obtaining government of India authorizations and the restrictions on foreign ownership in so many business sectors in India remain important concerns,” say lawyers at Allen & Overy.
Capital markets have taken a hard hit over the past eight months or so as the concerns over market conditions in India and globally continue to affect potential issuers. Lawyers at Latham & Watkins say Indian issuers are showing rising interest in the Jumpstart Our Business Startups (JOBS) Act, which became law in the US in April. “The JOBS Act makes it easier and cheaper to list in the US, [but] it remains to be seen if this results in more US listings from India,” they say.
M&A remains robust in certain sectors, and many firms have mandates for work on infrastructure and other projects as well as restructuring assignments.
India’s urgent need to secure energy and mineral assets, particularly coal and gas, is fuelled by its domestic consumption and the desire for industrial expansion. Indian companies are reaching out to Australia, Indonesia and new markets in Africa to fulfil these requirements. “India needs to double its electricity supply within the next 10 years and the most cost-effective way for it to do this is to turn to Australia, the world’s largest thermal coal exporter,” says Philip Catania, a partner at Corrs Chambers Westgarth.
Taxability concerns have intensified. “The uncertainty over the India-Mauritius double tax avoidance agreement and on the effect of the general anti-avoidance regulations in the Direct Tax Code is definitely the single most important factor affecting India-related work,” says Muhammad Reza Uteem, the head of Uteem Chambers in Mauritius.
Despite a volatile environment, international law firms’ commitment to service increasingly complex and fast-changing cross-border transactions involving Indian parties has not flagged. Optimists say India’s growth slump is simply a blip and part of a cycle that will eventually lead to an upward trajectory, and that law firms worldwide will witness new waves of India-related work once some semblance of political and regulatory certainty is restored.
Meticulous research, diverse insights
Against this backdrop of uncertainty and change, India Business Law Journal has investigated the India-related achievements and activities of law firms around the world. Now in its sixth year, our survey draws on an analysis of over 600 law firms from every continent that have recorded India-related transactions or cases over the past year.
Doing our best to remain completely objective, we have attempted to provide insightful conclusions based on rigorous research, wide-ranging editorial experience, feedback from corporate counsel and Indian law firms as well as a vast network of contacts.
As in previous years, we received hundreds of submissions from law firms and painstakingly reviewed public and other records to ensure the accuracy of the information presented, with valuable assistance from Indian and international media.
As a result of our efforts, India Business Law Journal is delighted to reveal its selections of the top 10 foreign law firms for India-related work (below). We also list 10 firms that are considered key players for India-related legal services (page 43), and an additional 15 firms that are categorized as significant players (page 46).
We have further highlighted 40 “firms to watch” (page 55). These are the firms that appear prepared to attract greater levels of India-related work. They may not have the biggest India practices, but we believe, on the evidence available, that they are dedicated to the country and bullish about attracting innovative, complex and lucrative India-related mandates.
As in last year’s survey, we pay close attention to regional and local firms around the world – in key economies such as Singapore, Canada and the UAE, emerging regions such as sub-Saharan Africa, and offshore jurisdictions such as the Channel Islands. We identify 25 firms in this category that are well equipped to handle India-related work (see page 51). All tables are in alphabetical order.
Top 10 firms
Allen & Overy
Latham & Watkins
Shearman & Sterling
White & Case
Top 10 firms
Two new firms appear in this year’s top 10: Herbert Smith and White & Case.
“Herbert Smith has one of the strongest and most diverse India practices of any international firm as the firm has acted on some of the most high-profile and significant cross-border deals in the Indian market over the last year,” says Bakhtiar Sunavala, a partner at I&S Associates in Mumbai.
The firm’s achievements include advising Essar on the international aspects of the Vodafone Group’s acquisition of a 33% stake in Vodafone Essar. Last year, the firm represented retail chain Primark on its successful complaint regarding allegations of child labour by the BBC’s Panorama programme. The show suggested that the retailer’s Indian suppliers were using child labour on Primark clothing. The BBC Trust’s Editorial Standards Committee later found that the India footage was inaccurate, leading the broadcaster to make a formal apology on air and on its website.
Clients and peers offer hearty praise for Herbert Smith’s India-focused practitioners. Ashok Sharma, general counsel at MMTC in New Delhi, says Herbert Smith partner Nicholas Peacock has “mastered the finer nuances of the Indian legal market and has a very good understanding of the transaction and litigation work related to India”.
In August 2011, the firm gained Andrew Roberts, a former Linklaters lawyer, who specializes in debt capital markets and has wide experience advising on such deals in Europe, the Middle East, Africa and India.
White & Case was a hive of India activity last year. It acted for Pfizer on the sale of its Capsugel unit to private equity firm Kohlberg Kravis Roberts (KKR) and advised GMR on obtaining funding for an 800-megawatt gas turbine power plant on Singapore’s Jurong Island. This April, White & Case advised a consortium of Chinese banks on a syndicated secured financing of approximately US$1 billion for Reliance Communications. The deal is the largest refinancing of foreign currency convertible bonds by an Indian company to date.
Doug Peel, a White & Case partner based in Abu Dhabi, is leading a team that is advising the Asian Development Bank, US Export-Import Bank and Dutch development bank FMO on the financing of Reliance Power’s ₹21.7 billion (US$390 million) Rajasthan Sun Technique solar power project in the northern state.
Debolina Partap, the vice-president of legal affairs at Wockhardt India, has engaged White & Case for matters involving both English and US laws. She applauds the firm’s “expertise in banking, finance, energy and power”. “Their capacity to negotiate and persuade about 50 parties to agree to syndicate documentation is worthy of credit,” says Partap. She also credits the work done by John Shum at the firm’s Singapore Office.
Norton Rose has extended its reach globally with law firm acquisitions. Having absorbed Canadian firm Ogilvy Renault, South African firm Deneys Reitz and in January this year, Canadian firm Macleod Dixon, Norton Rose has expanded to 2,900 lawyers across 43 offices in Europe, Asia, Australia, Canada, Africa, the Middle East, Latin America and Central Asia. It is now one of the five largest international law firms in the world.
Neena Gupta, group general counsel at InterGlobe Enterprises, recommends Norton Rose for “financing and international arbitration … particularly teams led by Joe Tirado and Sherina Petit”. In May, Petit, an international arbitration and dispute resolution specialist who is dual-qualified in India and England and Wales, was promoted to the partnership in London.
Last year, Norton Rose Africa Legal represented Essar Africa on its US$750 million acquisition of Zimbabwe Iron & Steel. It also earned a role on the US$1.2 billion project financing for Alstom Bharat Forge Power and Kalyani Alstom in the Mundra special economic zone.
The firm is well respected across a number of practice areas. Amit Moghay, head of legal at HSBC Securities and Capital Markets (India), says lawyers at Norton Rose in Hong Kong “have good in-house expertise on competition law including on India-related matters”.
Another admirer of the firm’s work is TK Bhaskar, a lawyer at HSB Partners in Chennai. “I have found Herbert Smith and Norton Rose, London, to be very professional with their work,” he says.
Linklaters continues to attract India work from long-standing client Vodafone. Last year, partner Toby Grimstone advised the telecom company on the sale of a 5.5% stake to Piramal Healthcare for US$640 million. British oil major BP engaged Sandeep Katwala and his team last year when it agreed to pay US$7.2 billion for a 30% stake in 23 oil and gas blocks operated by Reliance Industries. The firm, led by London partner William Buckley, also advised Serco on its acquisition of a 66% stake in Intelenet Global Services from private equity firm Blackstone.
The firm has built a reputation on the finance front, especially as lenders’ counsel. “Linklaters is very, very good at project finance, external commercial borrowings, loan transactions and investment and banking-related issues,” says Narayanan Iyer, deputy general manager, legal, at Hindustan Petroleum. “They are, perhaps, one of the best.”
Daniel Oh, an executive director in the fixed income department of Morgan Stanley, is another happy client. “I think the most positive experience I’ve had with a non-Indian law firm is Linklaters, particularly their Singaporean office, but also their Hong Kong office,” he says. “They have managed to maintain a strong relationship with Narayan Iyer and Kunal Thakore [at Talwar Thakore & Associates] and it is obvious there is an excellent flow of IP and ideas between the two firms.”
Clifford Chance holds its place on the top table thanks to its consistent performance on India deals over the past few years. Last year, it advised private equity firm Actis on the disposal of its stake in Paras pharmaceuticals to British consumer goods company Reckitt Benckiser for US$726 million. It was also counsel to JM Financial, Citigroup, HSBC, Barclays Capital, Credit Suisse and Equirus Capital as lead managers on L&T Finance Holdings’ ₹12.36 billion listing on the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE).
This April, the firm, led by partner Merrick White in Singapore, advised Nagarjuna Oil Corporation (NOCL), a member of the Nagarjuna Group, on a US$130 million investment by Trafigura in an NOCL oil refinery being constructed in Cuddalore, in the southern state of Tamil Nadu.
“Clifford Chance’s varied experience, committed team and extensive knowledge of the legal and business environment in India are the key strengths of their India practice,” says Sunavala at I&S Associates.
Allen & Overy is lauded by both clients and competitors for its presence and strength on India matters. Ajit Sharma, a partner at JM Sharma & Co in New Delhi, believes the firm “is the leading banking practice for work on credit transactions involving Indian borrowers. They have tonnes of India experience, and a highly experienced and qualified structuring and banking team spanning their Singapore, Hong Kong and London offices.”
A highlight for the firm was advising State Bank of India on its US$1 billion and €750 million (US$950 million) bond issue.
Kayal Sachi, a partner at the firm’s Singapore office, is an accomplished banking and finance lawyer with an impressive track record of India deals under her belt. Over the past year, Sachi has advised Deutsche Bank, UBS and other lenders in connection with the refinancing of a bridge loan for Essar Service (Mauritius), a subsidiary of Aegis; represented the mandated lead arrangers on the financing for GVK Group’s US$1.26 billion acquisition of a majority stake in Hancock Coal and Infrastructure Projects in Australia; and acted for Standard Chartered Bank on a US$470 million credit facility for a Singapore-based subsidiary of GMR Infrastructure, which is to be used in connection with the acquisition of a 30% stake in a mining subsidiary of Indonesia’s Sinar Mas Tungal.
Other key India contacts at Allen & Overy are Andrew Harrow, Sanjeev Dhuna, James Grandolfo, Barry Irwin, Matthew Gearing, Ian Stanley, Gautam Narasimhan and Amit Singh.
With expertise across several practice areas, Shearman & Sterling earned roles on an impressive array of deals over the past 12 months. The firm advised Aditya Birla on the restructuring of its cement business, represented Jefferies Finance and RBC Capital Markets on the financing for iGate’s acquisition of a majority stake in Patni Computers, and advised Jaguar Land Rover on its £1 billion (US$1.5 million) high-yield bond offering.
Shearman’s India team has been equally busy this year, advising the underwriters on Reliance’s US$1 billion senior notes offering and representing Fairfax Financial Holdings’ Fairbridge Capital subsidiary on its acquisition of a 77% interest in Thomas Cook India.
Key India-focused lawyers at the firm include Asia managing partner Matthew Bersani, Hong Kong-based counsel Sidharth Bhasin, London partner Laurence Levy and New York partner Stephen Besen.
Milbank captured roles on important India mandates last year, advising on a host of acquisitions and financing transactions. It acted for the lenders, led by KfW, on a US$2 billion credit facility guaranteed by German export credit agency Euler Hermes for Reliance Industries in connection with the financing of refinery and petrochemical project expansions. It also represented the Sahara Group on its US$100 million acquisition of a 42.5% stake in the Force India Formula 1 Team and advised the Blackstone Group on its acquisition of a minority stake in FINO, which provides technology solutions for banks and other financial institutions in India.
Glenn Gerstell coordinates Milbank’s India practice from Washington. One client describes him as “highly regarded for his knowledge and client relationships”. Gerstell is supported by of counsel Sanjeet Malik in Singapore, Anthony Root, the managing partner of Milbank’s Hong Kong and Beijing offices, and David Zemans, managing partner of the firm’s Singapore office.
The firm is currently representing the Export-Import Bank of the US on a US$100 million financing of three solar power plants in Rajasthan.
Latham & Watkins has sharpened its focus on India, gaining a list of high-profile clients, especially on debt and equity capital market deals. Last year, it represented Vedanta on the company’s US$1.65 billion bond offering. It also advised Citigroup Global Markets India, Enam Securities and Nomura Financial Advisory and Securities (India), on a Rule 144A/Regulation S qualified institutional placement of shares by Apollo Hospitals. The shares were listed on the NSE and BSE.
In addition, the firm worked on resource-related transactions including acting for Science Applications International Corporation on the sale of its oil and gas consulting division to Wipro, and advising Sinar Mas Group on the acquisition by GMR Infrastructure Investments of a 30% shareholding in Golden Energy Mines.
Partners Rajiv Gupta and Michael Sturrock are primary contacts for India deals. Latham & Watkins’ India group has grown to more than 50 lawyers across 31 offices. Recent recruits include Scott Calver, Dhiraj Joseph and Nisha Venkataraman.
Another magnet for capital markets deals is Jones Day. Last year, it advised SBI Capital Markets, IDBI Capital Services and PNB Investment Services on a US$345 million rights offering by India’s largest sugar manufacturer, Bajaj Hindusthan. This March, the firm advised Kotak Mahindra Capital and UBS Securities India on Godrej Properties’ US$95 million private placement of equity shares. The same month, it acted for Edelweiss, Citi and Morgan Stanley on a Rule 144A/Regulations S US$135 million initial public offering by Multi Commodity Exchange of India.
Jones Day’s Singapore office has 11 Indian-educated lawyers (including three partners) with experience in India, who are qualified to practise law in jurisdictions such as New York and England and Wales. Manoj Bhargava and Sushma Jobanputra are well known for their India expertise. The firm recently appointed Karthik Kumar as a counsel in its banking team in Singapore. Kumar joins Jones Day from the Sydney office of Freehills and has worked previously with Amarchand Mangaldas.
Baker & McKenzie
Clyde & Co
Davis Polk & Wardwell
Dorsey & Whitney
Kirkland & Ellis
O’Melveny & Myers
Slaughter and May
Freshfields, Kirkland & Ellis and Slaughter and May make their first appearance in the key players category this year.
Freshfields partner Pratap Amin is probably the firm’s best known India-focused lawyer. Clients describe Freshfields as “an English law firm of excellent repute” and “extremely solution-driven” without compromising on the rights of the client.
Last year, Amin led a team that advised JB Chemicals & Pharmaceuticals on the sale of its Russia/CIS over-the-counter (OTC) business to Cilag – a subsidiary of Johnson & Johnson. JB Chemicals is an Indian global pharmaceuticals company listed on the BSE and NSE. The transaction included the sale of worldwide rights and registrations of three OTC brands, as well as a long-term agreement to supply Johnson & Johnson with finished products for the acquired OTC business.
This April, the firm advised New York Life Insurance on the sale of its 26% stake in India’s Max New York Life to MS&AD – a global insurance group based in Japan.
A notable highlight for Kirkland & Ellis last year was its role in advising US-based Indian outsourcer iGate and private equity firm Apax Partners on one of the most talked about deals in the IT sector. Partners Srinivas Kaushik, Frederick Tanne, Susan Zachman, Joshua Korff, Michael Kim and Jay Ptashek advised the purchasers of Patni Computer Systems, a Mumbai-based outsourcing company.
The firm also advised Headstrong, a portfolio company of private equity firm Welsh Carson Anderson & Stowe, on its acquisition by back-office services provider Genpact for US$550 million, and advised Bain Capital on its purchase of a significant stake in Hero Investments for US$600 million. Kaushik heads up the firm’s India practice from New York.
Slaughter and May has an excellent reputation for its capabilities in dispute resolution and capital markets. Last year, the firm advised ICICI Bank on its US$5 billion global medium-term note programme and Vodafone on Piramal Healthcare’s stake purchase in Vodafone Essar.
This April, it represented a Southeast Asian financial services group, CIMB Group, on its acquisition of some Royal Bank of Scotland businesses in Hong Kong, China, India, Australia, Taiwan, Thailand, Malaysia, Singapore and Indonesia.
Slaughter and May has served clients such as Cairn India, Reliance Industries and Standard Chartered Bank on India-related deals in the past.
Ashurst receives generous praise from peers and clients. Sumes Dewan, a partner at FoxMandal Little, says the firm is well known for acquisition finance, investment funds, securitization and derivatives, “and is one of the first-choice firms for senior lenders on large, complex restructurings. The responses provided by them are always quick and to the point.”
The merger of Ashurst’s Asia practice with Australian firm Blake Dawson enhances its infrastructure and resource capabilities while extending its reach in the Asia Pacific region. Ashurst now has an additional 10 lawyers able to advise on India-related transactions, including partners Justin Shmith and Tony Denholder in Australia and lawyers from Blake Dawson’s regional offices in Jakarta, Singapore, Tokyo and Shanghai. Ashurst further strengthened its India capabilities last July by forming a best-friends referral arrangement with Indian Law Partners in New Delhi.
Richard Gubbins, a partner and head of the India group at Ashurst in London, advised Aditya Birla on its purchase of Swedish pulp manufacturer Domsjö Fabriker. Ashurst’s Stockholm-based partners Martin Börreson, Jon Ericson, Mats Johnsson and Mats Rooth also advised on the deal. The firm is currently acting for Morgan Stanley in relation to Cairn Energy’s proposed return of approximately US$3.5 billion to shareholders following the sale of its 40% stake in Cairn India to Vedanta Resources. It is also handling a series of arbitration matters.
DLA Piper is a popular choice for European firms acquiring Indian entities. Benjamin Parameswaran and Daniel Sharma are two key India partners at the firm. This year, the firm advised European printing and publishing company Gruner + Jahr on its purchase of Networkplay, a digital advertising network in India. The firm has also acted for European companies on joint venture setups in India.
Frank Ludwig, in-house counsel at Gruner + Jahr, engaged DLA for its first India transaction, based on the reputation of the firm’s India desk in Germany. “They helped to bridge the gap between European-style deal-doing on the one hand and the various legal and procedural particularities of the Indian market on the other, and they also functioned as the ‘orchestrator’ for legal and financial tasks that had to be performed by local Indian counsel,” he says.
Rai Mittal, a partner at RS & Co Law Offices, says DLA Piper and Baker & McKenzie are doing a substantial amount of work relating to India. “I believe that they are price conscious with requisite flexibility in their tariffs [and] have specialized India practices run by able professionals,” he says. “I see them working on India assignments more regularly than many other firms.”
Jane Niven, regional general counsel at Jones Lang LaSalle Asia Pacific, offers more praise for the two firms. “Both firms provide excellent client relationship support in respect of work being undertaken in India and have a good network of firms with which they work,” she says.
Baker & McKenzie has several lawyers that handle India matters. In May, it advised State Bank of India as the sole mandated lead arranger in the US$250 million syndicated term loan facility for Nuclear Power Corporation of India. Earlier this year, special counsel Winton Kim from the firm’s Hong Kong office advised Korean Western Power on its acquisition of Pioneer Gas Power – part of the Pioneer Group based in Hyderabad. David Jacobs heads up Baker & McKenzie’s global India initiative, while Ashok Lalwani is in charge of its Asia-based India practice.
Capital markets heavyweight Davis Polk & Wardwell has maintained its reputation as the go-to firm for equity and debt transactions. The firm represented ICICI Bank on a US$5 billion global medium-term note programme (MTN) and on its Rule 144A/Regulation S offering of US$1 billion aggregate principal amount of 4.75% notes due in 2016 under the MTN programme. Partners Jeffrey O’Brien and John Paton recently advised Reliance Holdings USA on its US$500 million senior notes offering.
Davis Polk’s India practice group is led by Kirtee Kapoor, a corporate and M&A partner based in Hong Kong. The promotion of Miranda So and the appointment of Ferish Patel from Simpson Thacher & Bartlett enhances the firm’s India offerings. So has advised extensively on M&A matters involving Indian companies and Patel specializes in capital markets and M&A transactions in India.
Another capital markets specialist is Dorsey & Whitney. Partner John Chrisman is well respected and is described by one client as “the most experienced foreign lawyer for India capital market transactions”. The firm advised Edelweiss Financial Services on Development Credit Bank’s qualified institutional placement in India and Regulation S private placement outside India. It also represented Enam Securities, Standard Chartered Securities (India), Religare Capital Markets and Motilal Oswal Investment Advisors on Dewan Housing Finance Corporation’s qualified institutional placement in India, Rule 144A offering in the US and Regulation S private placement outside India.
The firm’s key India contacts are Chrisman, Chris McFadzean, Jamie Benson, Kenneth Kwok and Ted Farris.
O’Melveny & Myers has been busy on both equity offerings and M&A deals over the past 12 months. It acted for CA Media, the Asian investment arm of The Chernin Group, in its US$47.6 million acquisition of a 49% stake in Endemol India. Endemol India is the producer of Indian reality television shows such as Bigg Boss, Khatron Ke Khiladi, and The Great Indian Laughter Challenge. The firm also advised Bank of America Merrill Lynch and Morgan Stanley in the proposed further public offering of Bharat Heavy Electricals and represented Religare Capital Markets in a US-registered direct placement by Far East Energy.
O’Melveny is currently the international counsel to Deutsche Bank, Bank of America Merrill Lynch, Citigroup and UBS on the US IPO of Eros International, a company that produces and distributes Bollywood films. Pooja Sinha, a member of the firm’s India group, is a member of the Society of Women Lawyers in India and is co-convenor of its pro bono committee. The firm recently hired three junior lawyers who have graduated from Indian law schools.
Clyde & Co’s Dubai, London and Singapore offices handle the bulk of India work that comes the firm’s way. Businesses new to the Indian market or keen to expand their footprint in the country often consult Clyde & Co on entry strategies and joint venture arrangements. The Dubai practice has advised Rotana Hotels, a Middle Eastern hotel group, Crate & Barrel, a US retail chain, and Zulekha Hospitals, a Middle Eastern healthcare group, on expansion into India.
Aman Aditya Sachdev, senior vice-president at Rotana India, says he has instructed the firm on all legal matters relating to the hotel chain’s entry into the Indian market. “They have a sound understanding of our business and procedures,” says Sachdev. “This allows us to hit the ground running with them in the majority of countries where we require legal assistance, including India.”
The firm’s employment law expertise has won it labour-related mandates in India, and its tie-up with Indian best friend Clasis Law has given it opportunities in the aviation sector.
Access to lawyers is another factor that appeals to Sachdev. “We relish the fact that no matter which part of the world we may be dealing in with Clyde & Co, we always have one of their long-term senior partners from the UAE liaising with us on the matter,” he says. “This continuity and central relationship management (including billing-related matters) is of significant value to us.”
Bird & Bird
Cleary Gottlieb Steen & Hamilton
Gibson Dunn & Crutcher
Kelley Drye & Warren
King & Spalding
Simpson Thacher & Bartlett
The commitment to India of such a sizeable contingent of international law firms has led India Business Law Journal to enlarge the category of significant players to 15 law firms. These firms have not only demonstrated dedication to cross-border deals involving Indian parties, but have also worked to deepen their understanding of the legal and regulatory complexities they must overcome to assist their clients in India.
Cleary Gottlieb Steen & Hamilton injected new vigour in its India practice by poaching dispute resolution specialist Sunil Gadhia from Stephenson Harwood. Gadhia was the founder and head of the India practice at his former firm, and enjoys a solid reputation among India-focused clients. He brings to Cleary Gottlieb a network of strong relationships with Indian companies and professional advisers, as well as increased support to India specialists Tihir Sarkar, David Hirsch and Raj Panasar.
Teresa Chávez Martínez, senior corporate counsel at Grupo Kuo in Mexico, has been impressed by Cleary Gottlieb’s lawyers in New York and London. “Internally, we at the legal department of Kuo would talk about the ‘Cleary standard’, referring to their excellent expertise, knowledge and reliability.” Martinez praises Sarkar’s “strong leadership, acute business sense and great negotiation skills.” She adds: “In spite of his youth, Tihir is a savvy negotiator and has the ability to build up an environment of mutual trust and respect with the counterparty.”
Last year, the firm acted for TPG Asia on its investment in Indian real estate developer Shriram Properties. This year, it represented Bank of America Merrill Lynch, Deutsche Bank Securities, Baird, William Blair & Co and Janney Montgomery Scott as the underwriters in a US$113 million US-registered follow-on public offering of American depositary shares by WNS. It is currently advising B4U Television on the sale of a 76% stake in the TV network to Eros International.
Akin Gump’s highly reputed infrastructure and energy practices have landed the firm a constant flow of work on mining and power development transactions, including solar projects. It is advising Mahindra Solar on the construction and development of solar projects; Lanco on projects in Africa, the Middle East, Asia, South Africa and Turkey; and L&T Infrastructure Finance on several investments.
The firm’s London dispute resolution team, acting with local Indian counsel, is representing New Cingular Wireless Services, a subsidiary of AT&T, in a US$50 million litigation before India’s Supreme Court concerning the taxation of offshore transactions.
The firm is also representing Greater Pacific Capital on the formation of a private equity-style fund focused on listed investments in India. The fund would be Greater Pacific Capital’s first India dedicated fund. The go-to lawyers for India work are Prakash Mehta, Robert Nelson and Asma Chandani.
One client says: “I have worked with them extensively and found that they have excellent knowledge of local regulations, which is not easy in an evolving environment, as well as familiarity with investment structures that are most applicable in the Indian context.”
Stuart Barkoff, the managing director and general counsel of Global Environment Fund, engaged Akin Gump to establish its South Asia Clean Energy Fund. “Prakash Mehta’s familiarity and experience with doing business in India was very helpful throughout the process,” Barkoff says.
King & Spalding is drumming up interest in India with a slew of deals buoyed by deep practice expertise. Jagdish Sheth, a professor at Emory University in Atlanta and the founder of the India, China and America Institute, says the firm is well known for international arbitration, and with a strong China practice, is well positioned to work on the trilateral relationship between India, China and the US. Partner Suzanne Rab, a competition law expert, recently published a book on Indian competition law with an international perspective.
The firm has represented Mahindra & Mahindra in various litigation and international arbitration matters, including international arbitration initiated by Global Vehicles in connection with Mahindra’s efforts to export its vehicles to the US. In addition, it advised Lauren Engineers & Constructors on its joint venture with Jyoti Structures to build a solar thermal power plant in Rajasthan, and advised Martifer Solar on its joint venture with India’s Inspira Energy.
Reed Smith’s India-related work centres on matters involving English or US law for Indian banks and companies. The firm’s India group is co-chaired by Gautam Bhattacharyya and Roy Montague-Jones and comprises 25 partners. Partap at Wockhardt India says the firm’s “expertise in commercial dispute resolution, and banking, corporate funding and restructuring is beyond excellent”. Subrata Bhattacharjee, a partner at Heenan Blaikie in Toronto, acknowledges Bhattacharyya’s “very significant international arbitration practice involving Indian parties or subject matter”.
Reed Smith is currently acting for Indian company Emcure Pharmaceuticals in a London Court of International Arbitration case relating to claims brought by an international bank arising out of over-the-counter derivatives contracts; for an Indian supplier of iron ore in an International Court of Arbitration case against a Dubai company; and for an Indian commodities company in an arbitration against an Italian entity involving a chemicals plant.
Mayer Brown receives glowing endorsements, especially from Vikram Akula, the founder and former chairperson of SKS Microfinance in India. “I have worked with several non-Indian law firms on everything from private placements to securitizations to our IPO,” he says. “Mayer Brown stands out as the best non-Indian law firm I have interacted with.” He adds that the firm “treated us like a premier client even when we were a small startup”, and understood the “nuances of the Indian context and cross-border transactions”, which “helped lead legal work that became pioneering in the emerging field of social enterprise”.
The firm’s achievements include representing CoreLogic, a provider of information, analytics and business services, in the US$60 million sale of its captive India-based business process outsourcing subsidiary to Cognizant; advising Dow AgroSciences in the divestment of its European Dithane fungicide business to India-based Indofil Industries; and acting for Walton Street Capital and Starwood Capital in the exchange of their stake in Bengal Shriram, an integrated township project on the outskirts of Kolkata, for a stake in Bengal Shriram’s parent entity, Shriram Properties.
Kelley Drye & Warren has advised foreign clients on partnerships in India as well as Indian businesses on their expansion internationally. Recently, it advised Tata Advanced Systems in its negotiations with Lockheed Martin for the formation of their joint venture company, Tata Lockheed Martin Aerostructures, which will manufacture parts of the C130 military aircraft in Hyderabad. The firm is also advising on deals in industries such as healthcare, business and technology outsourcing, textiles and manufacturing.
Talat Ansari chairs Kelley Drye’s India practice. In September 2011, the firm gained Raj Mahale, a partner who focuses on emerging markets, particularly in South Asia and the Middle East. Mahale represents both US and foreign entities on cross-border transactions involving mergers and acquisitions, joint ventures, venture capital, private equity, fund formation and outsourcing matters.
Pinsent Masons is lauded for its banking, project finance and infrastructure expertise. Key members of the firm’s India group are Martin Harman and Michael Stewart in London, Sachin Kerur and Amir Ahmad in Dubai, and Mohan Pillay in Singapore. Harman is collaborating with the Indian Institute of Management to develop training programmes for lawyers and construction professionals in India.
The firm is acting for Chinese company Guodian United Power Technology on the supply of approximately 10 wind turbines for a wind farm project in India. It is also representing Indian company Gammon & Billimoria on its commercial development projects in the Middle East; advising the GMR group on construction agreements for Maldives International Airport; and acting for Jetpur Somnath Tollways, the concessionaire and a joint venture between IDFC Projects and PLUS Expressways, on drafting and negotiating the engineering, procurement and construction contract for the Jetpur Somnath Tollway project.
Hogan Lovells was counsel to Jaguar Land Rover on the luxury car maker’s US$1.6 billion bond offering last year. Over the past 12 months, the firm has been involved in a spate of M&A and joint venture deals, advising GlobalLogic on its acquisition of Rofous Software; UnitedHealth Group as international India counsel on its US$1.4 billion acquisition of XLHealth; Japan’s Sojitz Corporation on its joint venture with Archean Group for the operation of a marine chemicals plant in India; and SAE Towers Holdings in the purchase of a US, Mexican and Brazilian telecom manufacturer by Indian-listed transmission tower manufacturer KEC International.
Equally active on banking transactions, the firm is advising the Asian Development Bank on a proposed rapid bus system for the city of Pimpri-Chinchwad in Maharashtra and on the development of five water and wastewater projects in Gujarat. It is also representing the International Finance Corporation on the limited recourse financing of an integrated greenfield cement project with a captive power plant and dedicated railway in Chatrarsala, Karnataka; and financing of an iron ore berth project in Orissa.
On the disputes side, the firm has been advising Mattel (the creator of Scrabble) in relation to its long-standing dispute with the Indian brothers who created the online game Scrabulous, now renamed Lexulous.
Simpson Thacher & Bartlett captured a meaty mandate last year when KKR engaged it to advise on the fund’s US$2.4 billion purchase of Pfizer’s Capsugel business. The firm further validated its position as a leader for private equity transactions by acting as counsel to private equity firm Blackstone on the sale to Serco Group of its stake in Intelenet Global Services for USS$634 million. It has subsequently advised Blackstone on an affiliate’s investment in independent Indian power producer Visa Power; KKR on its joint investment with a Goldman Sachs affiliate in TVS Logistics; and KKR on an investment by Zend Mauritius VC Investments in Magma, a non-banking financial company.
The firm’s India-focused lawyers are Kathryn King Sudol, Jin Hyuk Park, Anu Shastri and Nate Hagerman in Hong Kong, and Michael Wolfson and Greg Conway in London.
Pepper Hamilton attracted a mixed bag of deals last year, representing clients on arbitration proceedings, business expansion in the US, litigation, licensing arrangements and joint ventures. The firm recently acted for Priya Hiranandani-Vandrevala, one of the principals of Indian developer Hirco, on a multijurisdictional international arbitration relating to exclusivity in dealings involving real estate developments in India. It also advised Kriyaman Capital on forming an India-focused fund to invest in Indian equity capital markets, and acted as counsel to global yeast producer Lesaffre & Cie on complex litigation involving its Indian joint venture partner, including before the Indian Supreme Court and the Company Law Board of India.
Sunavala at I&S Associates speaks highly of Pepper Hamilton. “The firm’s full breadth of US legal capabilities combined with its expertise in the Indian market sector and the competitive fee rates makes it a very attractive law firm in the US-India legal fraternity,” he says.
With a vast number of M&A transactions under its belt, Gibson Dunn & Crutcher is steadily making a name for itself in the Indian market, securing clients such as Iconix, Wolverine World Wide and Pacific Century Regional Development. “They have a very committed team that can handle several jurisdictions under one roof and can deliver a transaction in a time-effective manner,” says Rakesh Aggarwal, a director at Sony Entertainment Television. Another client calls Gibson Dunn the “new kid on the block”, but points out that partner Jai Pathak “is one of the most well known overseas lawyers who has always maintained a strong relationship with Indian clients. His understanding of Indian law and regulation works in their favour.”
Some of the firm’s key deals include advising Wolverine World Wide in the setup of a joint venture in India with Tata International; representing Iconix on its joint venture with Reliance; acting for an Indian healthcare group on investments by a Singapore healthcare group in its hospitals in India; and representing a private equity house in the Middle East on its proposed acquisition of an oil and gas management services company with operations in various jurisdictions including India, Indonesia and Saudi Arabia.
Goodwin Procter, which celebrated its 100th anniversary this month, has a team of more than 50 lawyers worldwide with India experience. The firm has a strong private equity clientele and focuses largely on the fast-moving technology and digital sectors where its US clients, in particular, are increasingly doing deals. It has advised private equity funds on their investments in India’s healthcare and technology sectors.
Last year, the firm represented Bessemer Venture Partners on its equity investment in internet services company Consim Info, the developer of BharatMatrimony.com, a popular Indian matchmaking website. It also represented Bangalore IT services company MphasiS on its acquisition of Wyde Corporation, an insurance-focused software developer based in the US and France. Yash Rana, chair of Goodwin Procter’s Asia practice, is a key member of the India team.
Nipun Gupta, an Asia consultant at Bird & Bird, spearheads the firm’s India team. She advises on international strategy for India-related transactions and specializes in M&A and disposals with a particular focus on emerging markets. The firm, led by partner Brett Israel and associates David Wallis and Jennifer Bird, advised ICICI Bank on a US$867 million external commercial borrowing agreement for Essar Power’s Jharkhand-Tori coal-fired power plant project. In March, the firm advised Mumbai-based Indofil Industries on its acquisition of Dow AgroSciences’ European Dithane fungicide business. Indofil, part of the KK Modi group, is a crop protection products company. Associate Divya Sharma, who is dual qualified in England and Wales and India, is another prominent member of the firm’s India practice.
Despite losing its key India partner to Cleary Gottlieb, Stephenson Harwood continues to offer advice to Indian businesses and entrepreneurs on transactions and disputes relating to activities in India, Asia, Africa and Europe, focusing particularly on the UK and China. Kamal Shah, a key contact at the firm for India work, is a member of the firm’s India and international arbitration groups, as well as being the head of its Africa practice.
Partner Andrew Edge is also an India specialist. Last year, Edge led a team that advised Piramal Healthcare on the Indian law aspects of the company’s US$640 million purchase of a stake in Vodafone Essar. This year, it advised Piramal Healthcare on the acquisition of the worldwide rights to florbetaben, a molecular imaging product for the early diagnosis of Alzheimer’s disease, from Bayer Pharmaceuticals.
Stephenson Harwood’s Singapore office advised Qais Consulting, a digital agency with offices in Singapore and Mumbai, on the sale of an 80% stake in the company to VML, a US-based digital marketing company with operations around the world. Qais’ clients include Mahindra & Mahindra, ICICI Bank, Tata Motors and Singapore’s Ministry of Defence.
Lawrence Graham has worked hard to bolster its India practice. Last year, the firm represented State Bank of India as the mandated lead arranger and facility agent on a US$500 million external commercial borrowing for Tata Motors. In addition, it advised Indian clean energy company Greenko Group on a US$50 million investment by GE Energy Financial Services to support Greenko’s wind energy projects across India, and advised Acorn Global Investments on its all-cash offer for Dhir India Investments, a London-listed fund that invests in Indian distressed assets. The firm’s Sunil Kakkad and Peter Brudenall have wide experience in advising on India-related deals. Michael Lacey, a partner in the corporate finance group in London, has joined the firm’s India practice to focus on work in the hospitality and leisure sector in India.
Regional and specialist firms
Afridi & Angell (UAE)
Al Tamimi & Co (UAE)
Aluko & Oyebode (Nigeria)
Arun Nigam Associates (Hong Kong)
Bennett Jones (Canada)
Conyers Dill & Pearman
Corrs Chambers Westgarth (Australia)
Erriah Chambers (Mauritius)
Inventus Law (US)
Maples and Calder
McCarthy Tétrault (Canada)
Peters Legal (Germany)
Rajah & Tann (Singapore)
Shook Lin & Bok (Singapore)
Stikeman Elliott (Canada)
Uría Menéndez (Spain)
Uteem Chambers (Mauritius)
Webber Wentzel (South Africa)
Regional and specialist firms
Boutique, offshore and regional firms are playing an increasingly important role in Indian business expansion around the world. Equally, these firms are guiding long-term clients on their first forays into India, and in some cases, their first transactions in South Asia.
Rajah & Tann is one of Singapore’s most renowned firms for India work. “Rajah & Tann in Singapore has a very capable team,” says Aggarwal at Sony Entertainment Television, while Alok Nanavaty, a director at Commonwealth Centrum Advisors, says the firm has “very good knowledge on all elements of Indian taxation and corporate structuring for foreign institutional investments and foreign direct investments”. Niven at Jones Lang LaSalle Asia Pacific adds that the firm’s “India desk is very knowledgeable”.
Prakash Pillai, who has recently been elected as the vice-chairman of the Singapore Indian Chamber of Commerce & Industry, is frequently mentioned as an expert on India matters. Pillai heads the South Asia practice group at the firm, which focuses predominantly on India-related deals. Leena Pinsler and Rajesh Srineevasan are part of this group and are both experienced in India work. In April, the firm advised PhillipCapital on its acquisition of MF Global Sify Securities.
Fellow Singapore firm WongPartnership is another active India player. The firm has worked on private equity, M&A and foreign investment matters involving Indian parties for many years. Last year, partners Low Kah Keong, Teo Hsiao-Huey, Jeffrey Lim and Ameera Ashraf were counsel to Legrand, a global specialist in electrical and digital building infrastructure, on its purchase of Chennai-based Numeric Power’s uninterrupted power supply systems.
WongPartnership also advised Singapore state-owned Mapletree Investments on its acquisition of a Bangalore technology park, and Softbank on its US$200 million investment in InMobi, an independent mobile ad network in India. The firm recently poached senior counsel Harpreet Singh Nehal from Rajah & Tann to lead the arbitration and dispute resolution team within its India practice.
Markus Blenntoft, a partner at Shook Lin & Bok, won a role as counsel to the arrangers of the US$750 million financing for Lanco’s acquisition of Griffin Coal and Carpenter Mine Management. The firm has quickly made a name for itself as a frontrunner for India transactions. “We prefer to deal with Shook Lin for the most part simply because they have supported us since inception and have a great solution orientation,” says Praveen Jagwani, CEO of UTI International Singapore. “While some other firms excel at complicating the scenarios and thrive on inflated billings, I much favour the focus that Shook Lin has on timely and efficient resolution.”
Sriram Chakravarthi and Teo Yi Jing are currently advising Indian financial institutions on various matters as well as Indian investors seeking business opportunities in coal mining and palm oil plantations in the region, particularly in Indonesia. Meanwhile, senior counsel Sarjit Singh Gill has capitalized on Singapore’s growing prominence as an arbitration hub for India-related disputes, and is busy with various litigation and international arbitration cases. Gill is representing an Indian company in an arbitration filed in Singapore against an Italian entity, and acting for the claimant in an international arbitration involving a multimillion-dollar claim against an Indian mining company.
Also building its India practice in the Asia Pacific region is Arun Nigam Associates. The firm’s clients include the Hong Kong branches of an Indian private-sector bank and an Indian public-sector bank. It is also receiving enquiries from securities houses in India looking to set up Hong Kong entities and apply for their Securities and Futures Commission licences. The firm has appointed two new lawyers from India – one with seven years of litigation experience, who has worked at the Supreme Court and high courts in India, and another with a banking and finance background.
Mauritius, as a tried and tested conduit for India work, continues to attract a vast percentage of investments out of and into India. Despite threats to the India-Mauritius double tax avoidance agreement, deals between the two countries are still underway.
Uteem Chambers acted as the Mauritius counsel for Standard Chartered Bank in a series of transactions involving the acquisition of shares of an Indian telecommunications company. It also assisted with the setup of Helion Venture Partners III to operate as a closed-end fund to make multi-stage venture capital investments related to India. “Uteem is absolutely the top firm for any India-related work in Mauritius,” says the managing director of a bank.
Mauritian law firm Erriah Chambers specializes in international tax, international trusts and other aspects of offshore business activities. The firm is run by Dev Erriah and has nine lawyers. India matters relating predominantly to banking, finance and funds comprise 60% of the firm’s work. Its clients include Standard Chartered Bank and Deutsche Bank.
The tax incentives offered in the Channel Islands continue to draw Indian companies to law firms such as Carey Olsen, which offers offshore legal support to companies from its offices in Jersey, Guernsey and London. Last year, the firm was the Guernsey adviser to Indian Energy on its sale to Infrastructure India; to Kolar Gold on the Guernsey aspects of its listing on the AIM market of the London Stock Exchange; and to Mytrah Energy on the ₹1.5 billion cash subscription of compulsory convertible debentures by Infrastructure Development Finance Company in Mytrah to fund Mytrah’s wind farm business in India. Its other clients include Vedanta and Yatra. Tom Carey, Fiona Fleming and Alan Stevens are the firm’s main India-focused practitioners.
Mourant Ozannes provides offshore legal advice from Guernsey, Jersey, the Cayman Islands and London. It opened a Hong Kong office this year in a bid to offer its Asia-based clients multijurisdictional advice at their doorstep. The firm’s clients include financial institutions, public and private-sector companies, fund promoters and high net worth individuals.
Last year, Conyers Dill & Pearman advised US credit ratings agency Moody’s on corporate and regulatory matters under Mauritius law when it acquired a majority stake in Copal Partners. It was also Mauritius counsel for Vedanta Resources in the financing of its buyout of a stake in Cairn India and Mauritius adviser to Vodafone in relation to the group’s acquisition of a 33% stake in Vodafone Essar.
Other international offshore law firms that focus on India work are Appleby, Harneys, and Maples and Calder.
A shared legal heritage and a partnership in natural resources continue to drive trade and investment between Canada and India. Canadian law firm Torys is well known in India, having advised companies such as Novelis, ICICI Bank and Hindalco. Last year, the firm advised Novelis in connection with a US$225 million term loan to finance its acquisition of a minority interest in Novelis Korea. It is currently acting for Hindalco in connection with a proposed extra commercial borrowing with Export Development Canada and provides day-to-day financial compliance advice to Novelis as well as regular transaction structuring and compliance advice to ICICI Bank in India and North America.
Stikeman Elliott has raised its profile in India in recent years, courting clients such as the Essar Group and JSW. It represented Tata Steel on its agreement with New Millennium Capital to fund a taconite project in Canada, a deal potentially valued at C$4.9 billion (US$4.8 billion). Last year, the firm acted for Baffinland Iron Mines in its C$593 million acquisition by ArcelorMittal and Nunavut Iron Ore Acquisition. The friendly takeover began as competing hostile takeover bids by the two acquirers.
McCarthy Tétrault has worked on India-related deals in the energy, power, communications and IP sectors. The firm has assisted a variety of Indian communications services to obtain licences or authorizations in Canada, and subsequently enter into deals with broadcasting distributors. Its clients include Aastha TV, Channel Punjabi, Sahara Filmy, UTV Movies and India Today Group.
Also vying for a piece of the India action in Canada is Bennett Jones. The firm is acting as Canadian counsel on a joint venture investment by an Indian oil company in Canada and also for a Canadian shareholder on the divestiture of an Indian business process outsourcing company. Kasi Rao is a senior adviser and consultant at Bennett Jones and guides the firm on developing and implementing India-related strategies.
Palo Alto boutique firm Inventus Law, run by managing partner Anil Advani, focuses on representing start-up and technology companies as well as India-based companies looking to expand in the US. The firm has advised Bangalore-based Interview Street Technologies on US structuring and financing matters; NOVA Chemicals in connection with a joint venture with Reliance Industries; and Applied Solar Technologies on US-based multilateral financing transactions and setting up and structuring its US operations. The firm recently hired IP lawyers Richard Peters and Carlos Romero to advise US and Indian companies on patent, trademark and copyright issues.
Spanish firm Garrigues has advised several Spanish companies investing in India and Indian investors eyeing Spain for business opportunities. It recently worked on NIIT Technologies’ acquisition of Proyecta Sistema de Información; Vivimed Group’s purchase of Uquifa; a joint venture in India between Instituto Valenciano de Infertilidad and Nova Group; and the acquisition of shares in a Spanish company by Telco Construction Equipment.
Capitalizing on India’s infrastructure needs, Uría Menéndez landed itself the role of legal adviser to Grupo T-Solar Global, a Spanish developer of solar photovoltaic plants, on its joint venture agreement with Astonfield, an Indian-based infrastructure fund. The joint venture is being set up to develop solar photovoltaic projects in Rajasthan and Gujarat. Partner Juan Francisco Falcón led his team on the deal.
In Germany, Peters Legal has a particular focus on serving clients with an interest in India. The firm advises domestic and foreign companies on commercial law.
Firms to watch
Berwin Leighton Paisner
Cadwalader Wickersham & Taft
Chadbourne & Parke
Corpus Legal Practitioners
Covington & Burling
Cravath Swaine & Moore
Debevoise & Plimpton
Field Fisher Waterhouse
Gide Loyrette Nouel
King & Wood Mallesons
Ropes & Gray
Simmons & Simmons
Stradling Yocca Carlson & Rauth
Sullivan & Cromwell
Vinson & Elkins
Wragge & Co
UAE firm Al Tamimi & Co boasts a team of lawyers fluent in Gujarati, Hindi, Punjabi, Marathi and Urdu. The firm concentrates on corporate commercial work and banking deals. Its impressive client list includes ArcelorMittal, Larsen & Toubro, Dabur India, Aditya Birla Group, Exim Bank, Star TV India, Samsung India, Punjab National Bank, Wipro and Wrigley India. Over the past 12 months, Al Tamimi & Co has advised Bank of Baroda and Indian Overseas Bank on a US$67 million facility provided to Emaar Properties PJSC; State Bank of India on a US$10 million leveraged finance facility in relation to a purchase by India’s Binani Cement of a UAE cement manufacturer; and Olympus Capital in the acquisition of a stake in DM Healthcare Group.
Afridi & Angell is known for its work on banking and finance deals, project financing and other project-related work. It counts Dheeraj & East Coast, an Indian developer, among its clients, having acted for the company on disputes in Dubai. The firm has several lawyers from India.
Resource-rich Australia has quickly become a popular magnet for Indian companies in search of coal, gas and other reserves. Corrs Chambers Westgarth advised India’s Adani Group, in relation to its A$1.5 billion (US$1.5 billion) acquisition of a coal property in the Galilee Basin in Queensland from Linc Energy. It is now advising State Bank of India on Adani’s project financing of the Abbott Point Coal Terminal, and Indian state-owned National Minerals Development Corporation in relation to its acquisition of a 50% interest in Australia’s Legacy Iron Ore. Philip Catania is a primary India contact at the firm.
Most observers say Africa is the next frontier for Indian businesses. Largely unexplored, Africa’s diverse economies remain untapped by Indian companies. Nevertheless, some have forged partnerships to provide products, services and infrastructure to the emerging continent, while others are beginning to exploit Africa’s natural resources.
Godrej is one company that has successfully made inroads into Nigeria and South Africa. Nigerian law firm Aluko & Oyebode advised the Indian consumer goods company on its acquisition of the assets of Ayman Nigeria. The firm also represented Bank of Baroda in its capacity as agent and security trustee to lenders in connection with the grant of a US$82 million term loan facility to British Oil & Gas Exploration, British Virgin Islands. In addition, Aluko & Oyebode was chosen to assist Tata Motors on the regulatory regime for the import and distribution of vehicles in Nigeria.
Robert Appelbaum heads the India practice group at South African firm Webber Wentzel. The firm concentrates on inbound investment from India into the African continent. Appelbaum advises several Indian-owned multinational companies in relation to their expansion into Africa and has also advised South African companies on their Indian operations.
The firm advised an Indian agriculture conglomerate on food security agreements in African countries; represented Dr Reddy’s Laboratories and J&J in relation to disposals and acquisitions of equity; acted for Fomento (India) on the acquisition of mines in Swaziland; and advised Areva in relation to its South African subsidiaries including their relationship with their black economic empowerment partners.