THE PROFESSIONAL YOU

Briefly, tell us about your role in the organization and the mandates you handle?

I am the Group General Counsel for the Bharti Group. Bharti Enterprises was founded in 1976, by Sunil Bharti Mittal. Bharti group has grown from being a manufacturer of bicycle parts to one of the largest and most respected business groups in India. The Group has created world-class businesses in telecom, realty, insurance and foods. The group continues to invest in various other fields also. Additionally, Bharti also has a philanthropic arm, the Bharti Foundation which reaches out to approx. 2,70,000 students, engaging over 12,000 teachers across 16 Indian states through its initiatives in the education sector. The Foundation is also involved in supporting sanitation and hygiene awareness initiative. Its sanitation initiative, the ‘Satya Bharti Abhiyan’ is benefitting close to 2,00,000 individuals in Punjab’s Ludhiana and Amritsar District. As the Group General Counsel, [I am the strategic advisor and confidant of the Senior Management responsible for the core legal strategy of the Group, which includes strategizing for and advising the individual entities on commercio-legal matters of importance. Further, I am also involved as a key member of the corporate decision making team. As the Group GC, I work closely with the promoters and the other top management colleagues to provide strategic advice on all legal matters, including litigation, contracts, transactions and the group legal strategy. I am also responsible for ensuring that the business activities progress, while weighing them against the inherent risks they pose and educating the relevant people about the same. As the GC one of the most important roles is to hire, manage and retain top talent and ensure that the in-house lawyers are offered a growth path and learning within the organisation. Management of external lawyers, including senior Counsel in a time and cost efficient manner while ensuring quality is a critical piece of the responsibility of this office. As the GC, it is also my responsibility to continuously evaluate and develop relationships with external parties including law firms, advisors, etc.

Tell us something about your journey so far as a General Counsel in India?

Having worked for several companies as the General Counsel, I have been involved in some of the most complex and strategic transactions that have been witnessed in India. I started my in-house career after being appointed as the Legal Counsel of NCR Corporation in India. During my stint with NCR, I was instrumental in putting together the outsource strategy for the company and also closing the first outsourcing agreement for sale, supply and management of ATM Machines with a government run bank in India. That was the first experience of a difficult negotiation as an in-house counsel with a government entity. In addition, I also helped NCR establish their manufacturing plant in India, located at Pondicherry. That was the first ATM manufacturing facility that was set up in India. I also recall that I received a note of appreciation from ‘Lars Nyberg’, the then Chairman and Global CEO of NCR Corporation. The experience of setting up a manufacturing plant from scratch and th at too in a place with a rigid language barrier,was a fantastic experience of working with diverse people and cultures and to achieve stiff targets against all odds. Thereafter, I was appointed as the General Counsel for BT looking after South East Asia (which included India, Sri Lanka, Pakistan and Bangladesh). That was the first time that I was responsible for a geography which extended beyond India and had to not only provide advice or resolve matters or take a decisions across geographies but also ensure implementation of the same. I joined BT at a time when the office used to be run out of a business center in Nehru Place, New Delhi and we were eager to expand our operations and grow the business. I was the first legal employee of the Company in India. Telecom was new to me and I had to start from scratch understanding how the telecom business worked, including several technical nuances, which were particular to it and the industry. Working with BT allowed me to take charge of matters, be bold and also take decisions not only in legal matters but also participate equally in the business matters. I always followed my mantra ‘if it’s logically right, it must also be legally right’. After having worked in India on several transactions, leading and handling an acquisition in India for BT, and having been involved with the business aspect, I moved to London as head of Legal and Commercial, leading major transactions across the globe. That was another interesting phase of my career as I was jet setting across the globe and handling transactions, among others, in the United States, Germany, Dubai, Egypt, Singapore, Hong Kong, Australia and other parts of Europe. Working with different companies and interacting with a diverse set of people taught me how to respect cultural sensitivities, engage with people with different approaches and to negotiate effectively in different parts of the world. Thereafter, I returned to India as the General Counsel for the Telecom Business of Essar Group and the Global head of legal for M&A. Working with a Indian conglomerate which had diverse interests from Steel to ports to shipping and IT, provided me with a completely different experience and perspective. Working for and engaging with the promoters, the alacrity with which decisions are taken (the implementation expected faster) and the risk appetite and ability to take an assertive approach was an entirely new learning. [As the GC, I had the arduous task of achieving objectives keeping a balance between the business objectives and the risk involved including finding mitigating solutions for the same. It also gave me opportunities to learn about varied businesses, develop a greater risk appetite and revel in the rewards of non-conventional and out-of-the- box approaches. As the General Counsel for the Cummins Group in India, I experienced the manufacturing sector and the challenges faced over there. From setting up the Tech center, establishing new manufacturing facilities, addressing legal issues relating to manufacturing plants which had been in existence for nearly 50 years, concluding complex negotiations with the Union over wage disputes, resolving labour matters, closing extensive export contracts and large domestic orders to dealing with the joint venture partner and shareholders, was a completely enriching experience. The uniqueness of Cummins was that it was a listed entity (being a listed company established nearly 50 years ago), having its roots in the United States, yet being an Indian at heart. It had a truly independent Board that comprised of stalwarts of the Indian Industry, like Naseer Munjee, Venu Srinivasan, Rajeev Bakshi, Prakash Telang, etc. who were quick to challenge the status quo and urge the management to achieve more and more - this was a great learning experience. Cummins had some of the advanced policies, a truly global outlook and a culture of compliance that ran in its veins. The experience was truly enriching and as GC, the role expected me to contribute not only to the resolution of legal issues but on strategic business matters also. A little over 5 and 1/2 years ago, I joined Bharti Airtel as the Director – Legal & Regulatory. Bharti Airtel has been one of the most exciting journeys. In addition to the negotiation and execution of large contracts, providing strategic advice to the CEO and the colleagues in the Airtel Management Board, I was also involved in leading some of the most important, critical and largest litigations involving the industry and the Group, and also some of the largest acquisitions in the telecom sector. Being the GC of one of the largest telecom companies in the world, having operations in India and outside of India, has afforded me great exposure as I was, and am, involved in issues which have shaped the future of the telecom industry in India and the world. Over the last 5 years, we have among others, completed 5 large acquisitions, closed several smaller investment deals and established a payments bank in accordance with the guidelines of the RBI. I have been involved on the regulatory side working with DoT, the Telecom Enforcement and Regulatory Monitoring Cells across the Country, dealt with the municipal corporations and several other government bodies at varied levels, etc.. Once again, being associating with and answerable to a set of extremely respected, savvy and upright promoters allowed me to challenge myself beyond my boundaries and take decisions [that were not only legally tenable but also beneficial for and in the interest of the business. The freedom to take decisions in the interest of the business and encouragement to take positions even if the same ended as a mistake, has allowed me to grow as a leader, an individual and a legal professional. Interacting with the best in the legal industry including the advisors that we have worked with, the various other GCs who have been part of my journey and are dear friends, has given me new experiences and fresh perspectives to analyze contemporary issues and arrive at progressive, need of the hour solutions. As the Group General Counsel for the Bharti Group, my portfolio has been enlarged and now requires me to provide guidance to the various businesses that are part of the Group and also look at things strategically with an even wider lens. Working directly with the promoters and also being involved in the larger strategic decisions is an extremely exciting part of being the GC. Over the last several years, and having worked in-house and as GC for various organizations, I have been involved in transactions totaling to more than 25 billion dollars and I am happy that this continues to grow. Another highlight of being a GC has been the wonderful people that I have been fortunate to work with as seniors, colleagues and team members. As a GC, having a team that is performing excellently, fires on all cylinders and is talented, makes life much easier.

Do you feel that the role of General Counsels is evolving in today's business scenario? And if so, how?

The role of the GC has evolved and changed over time. During the beginning of my career the role of the GC was primarily that of giving legal advice when asked for or to engage and work with external counsels in times of crisis. With the passage of time and the changing dynamism of the business, the role of the GC has also changed to that of a business enabler. The GC of today is no longer a lawyer waiting to be involved, but a key stakeholder and part of the Management. The GC is fully engaged and an intrinsic cog in the decision-making process, he gives commercio-legal advice and also provides strategic guidance on the way forward for the achievement of and the follow through of identified objectives. In other words, the GC is no longer limited to a reactive role overseeing litigations being managed by external law firms but is a proactive and key member of the decision-making team and part of the management with the other functions. The advice of the GC is sought not only on legal issues but also about reputational issues surrounding the company and whether the action of the company is legally right and also ethically/morally correct – does the action display the values that the company lives by? The GC in a lot of jurisdictions and companies is now also involved in strategic and key decisions and is more like a “statesmen upholding corporate integrity”. The GC is seen as the upholder and defender of the compliance program and management for an organization and is the fulcrum of bringing the company together on the compliance piece. The GC leads by example and is expected to be gate keeper for the corporate integrity. Therefore, the one characteristic that is a must is for all GCs is: “unquestionable integrity”. The GC is now not just the lawyer. He utilizes his skills beyond the legal acumen and uses his innovative, leadership and decision-making skills at the highest levels. From taking calls on M&A to litigation/disputes to a business decision - it is all required of the GC in a single day. The situations that a GC encounters on a daily basis are complex and multifaceted and require him/her remain agile and on his/her feet all the time. It is critical that the GC learns the peculiarities and nuances of the trade to be able to effectively manage new issues/situations as and when they occur. It also helps if the GC is able to supplement and find solutions relying on past business and life experience given that newer issues will always arise. Another challenge that the GC must overcome is the attraction of talent and also having the right resources for the right matter. The GC must be able to marshal appropriate resources and the right people within a very short period to be able to manage the crisis. In today’s world, the GC is often asked views/ judgment on people. I have been involved in meetings with senior people who were being interviewed for senior management roles in the company and views being taken on the person. The GC today is asked, for and should be able to provide, an independent view about people. This often helps in hiring the right people. I believe that today’s GC needs to have skills and qualities beyond being an intelligent lawyer and to be able to manage the changing environment and tackle new issues. Every successful GC needs to be ‘calm’, ‘level headed’, ‘solution oriented’ and a ‘business enabler’. Another nuance about the GC role is the relationships that a GC maintains with the other senior colleagues including the CEO and the CFO. More and more companies today are including the general counsel early in the planning and decision-making process, and the GC is being viewed as a partner in the business process, which allows the GC to partner. The GC in today’s world therefore must make clear-eyed impartial professional judgments and also have the courage to stand ground with sound logic and basis. Clearly, the GC must say yes and no both!! Specially, if the GC has to say a no, he/she must also then have a solution to achieve the end objective. The GC must have wisdom to work with the business leaders and alert/guide/appraise them of the risks and the mitigation strategy that can be deployed.

What are the key challenges that General Counsels have to deal with on a regular basis, irrespective of the industry sector?

The GC today is faced with several challenges. With the changing economic scenario, the fast pace of globalization and reduction of boundaries, the technology advent, the new ways of working and the continuous changes occurring, some of the critical challenges will be:

PEOPLE

Irrespective of the industry it is a challenge to attract the right people and to manage them!! No matter what industry you are in, the success of any law department is dependent on its people. If you have the right talent with the right attitude, the law department can be the most respected but it can be the exact opposite if you don’t have the right resources. The lawyers of today are informed, talented, bright, well read (given the resources and information available) and hence very impatient to grow faster. To be able to identify the right talent and then to keep them busy and interested is always a challenge. It becomes imperative for the GC to also keep updating himself, continuously be able to lead by example and keep pace. With the growing opportunities, if talent is not kept engaged, there will be attrition. Also, there is a large challenge in dealing with and overcoming the behaviors of some of the smart lawyers and ensuring that they get the right avenues to grow further.

REGULATIONS / COMPLIANCE / LEGAL UNCERTAINTY

The ever changing regulations, requirement to comply with the changing goal posts and the legal uncertainties are a GCs challenge, irrespective of the industry sector. A GC is required to ensure that the leadership and the Board are always compliant and if there are any issues, he/she must alert them in advance and also guide them to be compliant – the What and the How!! Further the GC is also tasked with ensuring that good governance is being followed at every level of the organisation. There will always be a balance that the GC will need to maintain so that the cost of doing business is not increasing and the requirement to be complaint does not get compromised.

GLOBALISATION AND SHRINKING OF THE WORLD

In today’s world, the boundaries are continuously diminishing and have nearly disappeared. With interests being diversified and geographies expanding, the GC is at the forefront to balance multiple issues across jurisdictions involving diverse political and cultural environments and complex regulations – which continuously evolve in a dynamic manner; The challenge faced by the GC is to have consistent processes yet be able to have the process to cater to multiple geographies and teams.

TECHNOLOGY

The rapid pace of technology change and the alacrity at which businesses operate and continue to move, requires a GC to also continuously upgrade him/herself at the same rate as the environment. Every GC must be ready to respond and act immediately as issues could pop up out of nowhere, competition will spring up overnight, and risks/threats can be thrown from anywhere. The number of cases of cyber-attacks, irrespective of the industry, are ever increasing so even a nontechnology lawyer must understand the basics!! Therefore, the GC must be at the forefront of discussions involving policy making and review, risk mitigation, crisis management, etc.. Further, the legal impact of data breach or similar incidences can be far and wide.

What are your thoughts on improving synergies between law firms and corporate in-house legal teams?

The external law firms and the in-house legal team can do wonders working together for creating best practices and synergies. The in-house teams can learn the art of keeping discipline in transaction and running the process seamlessly and the law firms can start to understand the business aspects to be able to provide better and more relevant advice. There is significant experience that the law firm can bring to the table by using past practises while doing transactions for companies. The law firms can continue to educate the in house lawyers on the latest trends and the practises across companies and industries in deals and provide a greater value add. The in house corporate teams can provide significant value to the law firms by sharing business knowledge and commercial concerns so as to enable the law firms to provide better and more relevant advice. The law firms can provide training to the in-house lawyers on regulations, applicable laws, changes in the law and also keep the in-house lawyers updated on a regular basis and help them keep updated with the advantage of having dedicated knowledge management resources at hand in a law firm.

What are some of the key tools that General Counsels can use for continued learning education (CLE)?

In my view the best tool that a lawyer can use for continued learning are:

Experience and more work; my motto is that the more you do, the more you learn.
Exchanging ideas with other GC’s and learning from each other; the more you give the more you get – be shameless and ask for advice and help, especially if you don’t know something.
Read and read everything including every minor detail!; as a lawyer, you are trained to read and the more you read the more you learn.
Be inquisitive; always be willing to know and learn about other areas – you never know what comes in handy.
Then there are the training courses, conferences, educational sights, learning applications, which depending on the interest and availability, can be used.

Any advice for someone exploring a legal career as an in-house counsel?

If you are looking for a nice and cushy 9:00 a.m. to 5:30 p.m. job, becoming an inhouse counsel is not for you. Don’t do it!! Gone are the days when in house roles meant coming into the office, getting work done externally from a law firm and heading back home!! Lot of people are in the mistaken belief that in house is easy and not demanding. That is not true!! The in house counsel role will require you to be on your toes all the time, and it is expected that you will roll up your sleeves and do things rather than get things done! However, at the same time if you are someone is excited by the being able to do the work, and be responsible for the outcome – meaning task, risk and reward is yours – being in house is the most fulfilling place to be.

FAVOURITES

Gadget - My fit bit tracker and my iphone App - Any of my music apps, mainly my ‘sonos’ app for my music at home Automobile Brand – BMW Writing Instrument - Mont Blanc Holiday Destination - London / New York / Goa (any of the three!!) Cuisine - Indian (tandoori Chicken)

“A General Counsel is a Statesmen Upholding Corporate Integrity” - Sameer Chugh, Group General Counsel, Bharti Group

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