Presently, I lead the Legal Team of ‘Infrastructure and Structured Finance’ business of Aditya Birla Capital. We play a key role in strategic business planning, process management and legal risk management by advising the senior management on legal and regulatory environment concerning the business and provide legal solution to business issues. The mandate given to me is to provide fully-integrated legal support to lending, debt capital market and the syndication business on a wide range of products, services and transactions, in various roles including lender, lead financier, underwriter, arranger, investor, borrower, issuer of debt instruments etc. We get involved in the entire credit cycle of an asset starting from structuring of the transaction to ensuing smooth exit in case of any stress in the asset.
My journey at Aditya Birla Finance has been extremely exciting and fulfilling one. We are one of the fastest growing NBFC with best in class asset quality. When I had joined Aditya Birla Finance in 2011, the asset book was about 2000 cr. which has now grown close to 50000 crores in last 7 years. In our business, post approval of any proposal by the credit committee, the Legal Team acts as the co-owner of the transaction and acts as the lead negotiator both in bilateral as well as consortium transactions. This makes the role extremely enriching and satisfying. Since our customers are either pedigreed large corporate groups or higher end of the mid-market corporates, most transactions involve high degree of negotiation with the counter parties and law firms. We are often required to act as the Lead Negotiator to influence stakeholders to resolve complex problems. In the debt syndication space, we are not only required to ensure that the legal structure of the transaction and documentation meets the legal risk framework of our business but also of the future participating lenders/ investors, which requires us to have extreme agility in terms of market requirement.
The existing legal framework in India provides superior legal rights to banks and public financial institutions as compared to NBFCs. Accordingly, being an NBFC, we face various inequalities, e.g., wedo not have access to Debt Recovery Tribunal, right of general lien; we cannot accept pledge of locked in shares etc. Thus, it has been exciting to manage legal contacts and develop an efficient legal resolution framework to mitigate the legal inequalities with competitors like Banks and PFIs.
However, personally, the most satisfying part for me in my tenure at Aditya Birla has been working with my handpicked team, each of whom are rare talents and exceptional contributors. My team has been rewarded as the best legal team in Aditya Birla Group. As it is commonly said, a great team makes a manager look good, and I have been privileged in that sense. Additionally, our CEO, Risk Head and Business Head places immense focus on efficiently managing legal risks, which has made our role even more exciting and fulfilling.
Absolutely. Gone are the days when the General Counsels could give a general view of right and wrong and it was for the business to take or leave the advice. General Counsels today are Legal Risk Managers, whose responsibility is not to avoid risk but to efficiently manage legal risks. In simple terms, the role of a general counsel today is to enable conducting of business with all possible flexibilities within the periphery of legal and regulatory framework of the applicable jurisdiction. Today a general counsel is evaluated on his tenacity to explore unchartered territory with ‘out-of-box thinking’. He/ She is expected to play an active role on shaping legal and regulatory framework by keenly engaging with various industry associations. In order to achieve sustainable growth of the legal/ regulatory framework in India and ease of doing business, the General Counsel(s) are expected to provide suggestions for appropriate change of laws, regulations and policies. On the business side, more and more general counsels are becoming members/ invitees of various important committees within the companies and are expected to partner with the sales side in formulating business strategies and not a merely act as a support function.
I would broadly divide the challenges in four buckets.
Firstly, on the financial side, there is still reluctance within certain corporate entities in allocating adequate legal budget for legal expenses, which creates friction on the maneuverability of the general counsels to set up and implement desired legal risk management framework, both in terms of creating a quality team and also getting appropriate specialized legal advice from leading law firms. Secondly on the process side, the systems and processes in many corporates in India are still not robust enough to ensure optimum use of legal teams. There is a common tendency in many corporates to avoid legal teams till the time it becomes completely unmanageable. Entry of legal in such late stage drastically reduces the options for the general counsel.
Thirdly on the people front, there is still a significant mismatch in demand and supply of quality legal resources, particularly resources who have exposure to both documentation and litigation. And lastly on the training and development side, there is not enough awareness on the need to conduct basic legal training for non- legal resources. This leads to fundamental mistakes both on the legal and regulatory side by some of employees, which creates major challenges for the general counsel and severally chokes his bandwidth.
Both in house teams and law firms have realized over a period time that their relationship is essentially symbiotic in nature.
A General Counsel requires to have a very effective peer-to-peer network across the law firms. This networking aids both in the sales as well as the control side. On the sales side, it opens up newer possibilities in terms of creating new products and structures. On the control side, networking keeps the general counsel abreast with latest industry developments to pick up early warning signals and act proactively to mitigate potential legal and regulatory risks.
On the law firm side, apart from the fact that it is a business requirement for the firms to synergize with the clients, it is important for them to understand the client business adequately to provide effective legal advice and create sector expertise.
Last few years have witnessed a complete overhaul of corporate laws most of us have practiced. Today we have a new Companies Act, a new Bankruptcy Code, a new type of partnership law in the form of LLP, there is GST, new land acquisition law etc. In this backdrop, a general counsel needs to be extremely nimble to be relevant. He/ She needs to take prompt initiatives to ensure smooth transition to the ever changing legal and regulatory framework. One of the ways of doing this is to have a close eye on the government policies, as today’s policy is tomorrow’s law, and a good general counsel would not only know what the law today is but also what the law tomorrow would be and prepare for the storm before it arrives.
To be an effective in-house counsel, one needs to have the ability to take decisions and not give mere inputs on technical legal issues. You would only add value if you own and run the transactions you are involved in and not by giving mere legal advice. It is the tenacity to take ownership and close a matter, that distinguishes a great inhouse lawyer from others.
Gadget – Apple Watch
App – Twitter
Automobile Brand – Honda
Favourite Writing Instrument – Macbook
Favourite Holiday Destination – Switzerland
Favourite Cuisine – Sizzlers
www.grandmasters.in | 8 Years & Counting
www.rcls.in | 8 Years & Counting
www.itlegalsummit.com | 8 Years & Counting
www.bfls.in | 8 Years & Counting
www.maels.in | 8 Years & Counting
www.plcs.co.in | 8 Years & Counting
Copyright © 2020 Lex Witness - India's 1st Magazine on Legal & Corporate Affairs Rights of Admission Reserved
