Long-distance relationships | Vantage Asia


India Business Law Journal identifies the best foreign law firms for India-related work. By George W Russell in Bangalore nternational law firms are rushing to develop India practice groups to catch the wave of deals, especially in capital markets, mergers and acquisitions (M&A), and banking. A large proportion of these transactions are in energy and natural resources, real estate, telecommunications and information technology. Indeed, at least 60 major European, North American and Asia-Pacific firms already have liaison offices, referral relationships or informal but burgeoning ties with Indian counterparts that have translated into real billings—or at the very least provided the groundwork for an India strategy. For many foreign firms, this involves maintaining a constant unofficial presence. “We regularly visit India, whether on specific transactions or matters or in order to develop our relationships,” said Laurence Levy, a Londonbased partner with Shearman & Sterling, one of many international firms to have formed an India group in the past 12 months. Top 10 Firms Allen & Overy Ashurst Cleary Gottlieb Steen & Hamilton Clifford Chance Fladgate Fielder Herbert Smith Kelley Drye & Warren Linklaters Milbank Tweed Hadley & McCloy White & Case

Firms are listed alphabetically. Although frustrated—in theory at least—by the Indian Advocates Act, 1961 and Indian government foot-dragging on implementing its World Trade Organization obligations, foreign firms have devised a number of strategies to ensure they are seated at the Indian deal table if and when liberalization is pushed through. Such high-stakes manoeuvring has not gone unnoticed by their local counterparts. “Foreign law firms are already present in our country,” observed Asha Nayar-Basu, a Delhi partner with the Kolkata-based firm S Jalan & Co. “They have been here and are here to stay, with the tacit support of some lawyers and, to some extent, the state.” New laws giving Indian lawyers the right to advise on Indian law and most areas of English law in the United Kingdom mean that English firms are meeting less resistance than those from countries that do not yet offer reciprocal rights. “English firms have it a little different with reciprocity in place,” said Sam Gandhi, a partner with Sidley Austin in New York. “You’ll see them move in quickly.” The laws allowing liaison offices are flexible and open to interpretation, said Nayar-Basu, citing Ashurst’s Delhi operation. “Though it is strictly forbidden from offering any legal services from its office, it does provide its parent firm with unprecedented access to the Indian business market.” This month, India Business Law Journal identifies its picks for the top 10 international firms in India as well as a 10-firm league of strong and diverse key players in an Indian context. Another 10 significant firms that should not be overlooked are also identified alongside another 30 that are worth watching as future major players in India. Ahead of the pack Several English firms are leading a charge to India. Linklaters undertook one of the boldest arrangements, under India practice group boss Sandeep Katwala. From January 2007, it put in place a mutual referral arrangement contract with Mumbai-based Thawar Thakore & Associates, the first such contract publicly acknowledged. “We have a longstanding commitment to the Indian market where we are acknowledged as a market leader, and have acted on many of the key transactions in the region since the 1980s,” Katwala said in February. Given that it has been involved with India since the 1950s, Clifford Chance’s substantial India practice undertakes a wide range of activities. “All of our practice areas have involvement with India-related work,” said Chris Wyman, a London-based partner. “Many of our established international clients are looking to make or increase their investments in India.”

While Allen & Overy’s India Group was formed only in 2006, it simply formalized a cross-border, cross-practice group already in existence. What the firm calls a “virtual group” is made up of fee-earners from various departments in offices in Hong Kong, Singapore, Dubai and London. The firm is strong in corporate finance and capital markets-related transactions but plans to expand. “Our aim is to ensure that we are at the same level in each jurisdiction as we are worldwide. If we’re number one in projects worldwide we want to be number one in projects in India,” said Alex Pease, the London-based chairman of the group. Ashurst is a veteran of Indian practice, with a presence since 1994 through a liaison office. Ashurst is still the only European law firm with a licensed office in the country. Historically, the focus has been on inward investment into India but Ashurst is increasingly advising on outward investment by Indian corporations, as it did with pharmaceutical major Nicholas Piramal. US firms have been slower to seize opportunities but are finally making inroads. To be sure, some American firms already have a significant history in India. White & Case —also in India since 1994— has been keen to dig deeper. In February 2007, Doug Peel, the firm’s India practice head, wrote an impassioned plea for liberalization in the London-based Financial Times newspaper. Key Players Akin Gump Strauss Hauer & Feld Arnold & Porter Berwin Leighton Paisner Chadbourne & Parke DLA Piper Paul, Hastings, Janofsky & Walker Paul, Weiss, Rifkind, Wharton & Garrison Shearman & Sterling Sidley Austin WilmerHale

Firms are listed alphabetically. “India as a market is extremely important to us,” added London-based partner Nipun Gupta.

India is a key component of the Asia expansion plans at Cleary Gottlieb Steen & Hamilton. The firm’s blue-chip client base includes global players such as Mittal Steel, Newbridge (the Asian arm of US investment firm Texas Pacific Group) and Citigroup as well as Indian giant Mahindra & Mahindra. Milbank Tweed Hadley & McCloy uses three offices to cover India—London, Hong Kong and Singapore—with some intellectual property input from New York. “We’ve been doing business in India since the early 1990s and now we’re targeting larger and more complex deals,” said Anthony Root, the firm’s head of corporate practice in Asia. “Our focus is on strategic M&A, venture capital and private equity.” Senior consultant Nimi Patel at Herbert Smith in London has broken much India ground, including the landmark Tata Tea takeover of British corporate icon Tetley in 2000. Since then, Patel and her team have been involved in Vodafone’s purchase of Hutchison Essar, Tata Steel’s takeover of Anglo-Dutch steelmaker Corus, and the flotation of Cairn India. Low-profile London firm Fladgate Fielder is quietly building an extensive network in India under corporate partner Sunil Sheth with significant deals in capital markets and real estate. “[Our] team has an established reputation as leading advisers to Indian companies wishing to raise funds in the international capital markets,” says Sheth. Significant Players Cravath, Swaine & Moore Davis Polk & Wardwell Denton Wilde Sapte Dorsey & Whitney Freshfields Bruckhaus Deringer Latham & Watkins Lawrence Graham Lovells Steptoe & Johnson Thelen Reid Brown Raysman & Steiner

Firms are listed alphabetically. Kelley Drye & Warren is also focusing more sharply on India. In March 2007 it appointed Rahul Mahajan as the firm’s special Indian counsel. Another 50 firms are hovering at the frontier, either eager to set up an office in India—or at least formalize their India presence—or else continue to work with local Indian firms on major transactions.Two recent mega-deals, the Vodafone takeover of Hutchison Essar and the Tata Steel purchase of Corus have brought India to the global forefront in M&A. Firms to Watch Baker & McKenzie Blake Cassels & Graydon Clyde & Co CMS Cameron McKenna Colin Ng & Partners Deacons Finnegan Henderson Farabow Garrett & Dunner Frost Brown Todd Gibson, Dunn & Crutcher Greenberg Traurig Hunton & Williams Jones Day Kaye Scholer Kennedys LeBoeuf, Lamb, Greene & Macrae Mallesons Stephen Jaques McGrigors Minter Ellison Nixon Peabody Norton Rose Olswang Orrick, Herrington & Sutcliffe Rajah & Tann Reed Smith Salans Simmons & Simmons Simpson Thacher & Bartlett Sonnenschein Nath & Rosenthal Stephenson Harwood WongPartnership

Firms are listed alphabetically. Freshfields Bruckhaus Deringer advised Hutchison Telecom on the sale of its stake in Hutchison Essar, India’s fourth largest mobile phone operator, to Vodafone for US$11.1 billion. The deal values Hutchison Essar at about US$18.8 billion, making it the largest foreign investment transaction in India and one of the largest Indian M&A transactions. The Freshfields team was led by Hong Kong-based corporate partner Robert Ashworth, London-based finance partner Perry Noble and corporate partner Natasha Good. Mergers & Acquisitions Ashurst Cleary Gottlieb Steen & Hamilton Davis Polk & Wardwell Denton Wilde Sapte Freshfields Bruckhaus Deringer Kelley Drye & Warren Linklaters Paul, Weiss, Rifkind, Wharton & Garrison Simpson Thacher & Bartlett

Firms are listed alphabetically. Herbert Smith has also been involved in key M&A deals such as Vodafone’s purchase of Hutchison Essar (advising Essar), Tata Steel in its £6.2 billion (US$12.4 billion) takeover of Anglo-Dutch steelmaker Corus (Slaughter and May advised Corus), and the flotation of Cairn India. Ashurst advised Nicholas Piramal India in the acquisition of a manufacturing plant in England from Pfizer. Corporate partner Andrew Edge led the Ashurst team. “This is Ashurst’s first instruction from Nicholas Piramal and we see it as a reflection of the considerable investment in our India practice and the strength of our healthcare team,” said Edge. The firm, led by partner Jeremy B Sheldon, also advised Gujarat State Petroleum Company on the sale of its stake in an Indian oil field. Meanwhile, Paul, Weiss, Rifkind, Wharton & Garrison advised a Hutchison unit on the US aspects of the sale to Vodafone. The firm also advised Citigroup in connection with its investment in Housing Development Finance Corporation, a leading Indian mortgage lending company, in one of the largest M&A transactions in India in 2006. George R Bason Jr, New York-based head of Davis Polk & Wardwell’s M&A practice, along with Miranda So in New York, advised VF Corporation over its joint venture with Arvind Mills to design, market and distribute VF branded products in India. Tanya Nash, a Denton Wilde Sapte corporate partner in London, advised Havell’s India, one of India’s leading electrical manufacturers and retailers, on a US$300 million acquisition of SLI Sylvania. Talat M Ansari is the chair of the India practice group at Kelley Drye & Warren, which advised Tata Coffee, a subsidiary of the Tata Group, in the acquisition of the US-based Eight O’Clock Coffee Company from Gryphon Investors. Simpson Thacher & Bartlett represented Kohlberg Kravis Roberts & Co in its US$900 million buyout of the Flextronics software development unit. Cleary Gottlieb Steen & Hamilton advised Matrix Shareholders in a US$736 million sale of shares to Mylan Laboratories. Matrix remained a publicly traded company in India. Linklaters advised wind-power pacesetters Suzlon Energy in its acquisition of a Belgian company, Hanson Transmissions International, for more than US$550 million in cash. Milbank Tweed Hadley & McCloy represented Malaysia’s TM International on the financing of its US$179 million acquisition of 49% of India’s Spice Communications. Other key M&A firms include Baker & McKenzie; Berwin Leighton Paisner; Frost Brown Todd; Gibson Dunn & Crutcher; Norton Rose; Salans; Thelen Reid Brown Raysman & Steiner; White & Case and WongPartnership. Flush with liquidity The Indian economy is one of the most dynamic in the world. Nowhere is this more strikingly reflected than in the complexity of its capital markets. A recent boom among domestic capital markets has created enormous opportunities for law firms. “Capital markets are very liquid on the equity side,” said Gandhi, of Sidley Austin. However, India’s capital markets are considered to be comparatively immature, a consequence of overregulation and lack of debt capacity. US firms in particular are keen to be part of the maturation process. “Our Indian capital markets practitioners have become key players in the Indian market, emerging as the leading international law firm for Indian IPOs [in 2006],” said John Chrisman—a London-based partner with Dorsey & Whitney and head of its Indian capital markets practice. Timothy G Massad heads the India practice at Cravath, Swaine & Moore. A capital markets expert, Massad addressed the third annual India Business Conference at Columbia Business School in New York. The firm has recently represented Fortis Healthcare, HDFC Bank, Indian Petrochemical Corporation, Punjab National Bank, Sun TV and Tata Consultancy Services. A number of other US firms have scored with major capital markets deals. Cleary Gottlieb Steen & Hamilton advised Citigroup and Morgan Stanley as managers in a sale by Indian Oil Corporation worth US$820 million on the National Stock Exchange of India and advised underwriters led by Morgan Stanley, Deutsche Bank and Merrill Lynch, on the US$255 million IPO and New York Stock Exchange listing of WNS (Holdings), a business process outsourcing firm based in India. Linklaters was a key adviser in the US$1.94 billion IPO of Cairn India Limited, a subsidiary of Scottish oil and gas company Cairn Energy, the largest by an Indian issuer to date and also one of the first to have a pre-IPO private placement. The transaction involved complex structuring and tax issues involving Indian, English and Scots law. “We believe that we have an insight and understanding of the area that is unique [among] international law firms,” says Katwala. Allen & Overy is a major capital markets player, advising Merrill Lynch, Citigroup Global Markets, Nomura and ICICI Securities on significant transactions and also representing major corporates such as Export-Import ank of India, Industrial Development Bank of India, Tata Teleservices and National Thermal Power Corporation. Meanwhile, London-based Lawrence Graham advised KSK Power Venture, an Indian group developing private power projects across India, on its admission to the Alternative Investment Market (AIM). It was the firm’s third Indian energy client to list in 2006 after Hardy Oil & Gas and Great Eastern Energy Corporation. “We are seeing a major rise in interest in AIM from companies and intermediaries in India,” says corporate partner Sunil Kakkad, who heads the firm’s India group. Latham & Watkins also works with ICICI Bank in India. The firm recently upgraded its India corporate finance capabilities with the recruitment of Rajiv Gupta in Singapore. “His presence will further boost our corporate finance capabilities in South and Southeast Asia,” said Mark Nelson, the firm’s managing partner in Singapore. In 2006, the firm advised Deutsche Bank, JPMorgan Cazenove and JP Morgan on the IPO of Ishaan, the first Indian property company to list on the Alternative Investment Market with a committed seed portfolio. Earlier that year it advised on the debut global depositary receipt offering by an Indian company on the London Stock Exchange’s Professional Securities Markets. Lovells acted for Ishaan Real Estate on its US$400 million capital raising and its admission to AIM. Singapore-based affiliated firm Lovells Lee & Lee acted for Stemcor on a US$50 million facility arranged by Fortis Bank to fund pre-payment obligations under its steel export agreement with India’s Ispat Industries. Akin Gump Strauss Hauer & Feld conducts India-related capital markets and corporate finance matters from, among others, its Silicon Valley office. Senior counsel Abrar Hussain advises public and private technology companies, angel investors and foreign companies, including emerging Indian multinationals. Capital Markets & Corporate Finance Akin Gump Strauss Hauer & Feld Allen & Overy Cleary Gottlieb Steen & Hamilton Clifford Chance Cravath Swaine & Moore Davis Polk & Wardwell Dorsey & Whitney Fladgate Fielder Linklaters Milbank Tweed Hadley & McCloy

Firms are listed alphabetically. Singapore-based Colin Ng & Partners acted for Kubera Cross-Border Fund in its investment of US$20 million in the equity capital of Kejriwal Stationery Holdings. The company manufactures and distributes stationery products in US markets using manufacturing operations in India. Senior corporate assistant Christopher Jones at London boutique Mishcon de Reya advised Saffron Capital Advisors and Yatra Capital on its €105 million Euronext IPO. Banking Allen & Overy Davis Polk & Wardwell Linklaters Lovells Milbank Tweed Hadley & McCloy

Firms are listed alphabetically. “This is, I believe, the first India-focused investment company to be listed on Euronext,” said Jones. Bastiaan Siemers of Simmons & Simmons advised Yatra on Dutch law. Davis Polk & Wardwell’s Bason has led a number of recent India transactions, including the US$1.6 billion ICICI Bank equity offering and the US$1 billion National Grid debt takedown. In 2006, Milbank Tweed Hadley & McCloy Milbank advised underwriters for what was then India’s largest IPO: the US$600 million Reliance Petroleum financing. Tom Siebens and Anthony Root were among the firm’s key advisers. Jones Day services India through its Hong Kong office as well as with its affiliated Delhi firm, P&A Law Offices. Patni Computer Systems and Punj Lloyd have been among its recent IPO work. Paul, Hastings, Janofsky & Walker represented JP Morgan and ABN AMRO as arrangers of financing for the US$260 million leveraged buyout of Sabah Forest Industries (SFI), by an Indian-led consortium headed by Ballarpur Industries. Paul, Weiss, Rifkind, Wharton & Garrison advised ExlService Holdings, a leading Indian business process outsourcing company, in connection with its US$78 million initial public offering and listing on Nasdaq in 2006. Abhi Jalan, a Dubai partner at Clyde & Co, has handled Indian transactions financed and listed on the Dubai International Financial Exchange. Fladgate Fielder has been a leader in London and Luxembourg listings of Indian firms such as low cost airline SpiceJet. Clifford Chance recently advised Barclays Global Investors Southeast Asia on the iShares MSCI India fund. Australia’s Mallesons Stephen Jaques advised AMP Capital Investors on a US$102 million facility for the Infrastructure Fund of India. White & Case represented Yahoo in connection with its strategic investment in Bharat Matrimony. Ian Fox of Norton Rose in London is also a key adviser on AIM listings. Attractive maturity India has been on the radar of the major global lenders since the early 1990s, although pure banking transactions have long been overshadowed by capital markets, corporate finance, projects and private equity deals. Its maturity among international financial institutions was made clear by Milbank Tweed Hadley & McCloy’s representation in 2006 of 52 international banks in the US$2 billion financing of the Reliance Petroleum oil refinery in Jamnagar, which was the largest limited recourse financing in India and the largest in Asia (outside China) in a decade. Meanwhile, Linklaters recently advised ABN AMRO on the grant of US$850 million in syndicated and export credit agreement facilities to Bharti Cellular, acted for Standard Chartered Bank on a US$126.6 million letter of credit facility, and advised arrangers of various facilities for HDFC Bank and ICICI Bank. Domestic Indian banks are starting to reach their potential, especially privately owned giants such as ICICI and HDFC. Andrew Harrow, head of international capital markets at Allen & Overy in Hong Kong, has advised on a number of debt and equity-linked transactions for Indian banks. Margaret E Tahyar of Davis Polk & Wardwell in Paris advised ICICI Bank on its US$1.6 billion equity offering in 2006. In 2006, Singapore-based Lovells Lee & Lee acted for BNP Paribas in the arranging of a major syndicated term loan for Union Bank of India. General Corporate & Other Practice Areas Arnold & Porter Chadbourne & Parke CMS Cameron McKenna Denton Wilde Sapte DLA Piper Finnegan Henderson Farabow Garrett & Dunner Orrick, Herrington & Sutcliffe Reed Smith Thelen Reid Brown Raysman & Steiner WilmerHale

Firms are listed alphabetically. Arnold & Porter has a strong Indian practice led by London-based partner Murali Neelakantan, who joined the firm in 2005 and who has a client base of Indian IT companies and international companies with interests in India. He is an adviser to Tata Consultancy Services, one of the largest offshore outsourcing providers in the world. Washington powerhouse WilmerHale has one of the most aggressive India platforms among American firms. In 2006, the firm hired E Ashley Wills, a one-time ambassador to Colombo and a longtime colleague of the firm’s senior international partner, former US Trade Representative Charlene Barshefsky. Orrick, Herrington & Sutcliffe worked for French conglomerate Capgemini on many India-related outsourcing transactions. “We have negotiated agreements on behalf of Capgemini as a provider of services from two major service centres in India for a major US medical equipment supplier, two top US automakers, a large utility and one of the world’s largest food retailers,” says New York corporate partner Alan D’Ambrosio, head of outsourcing at the firm. Chadbourne & Parke is another veteran of the 1994 liberalization. “At one point we had six or seven lawyers in Delhi working mainly in infrastructure, project finance and energy,” says Rohit Chaudhry, a partner in Washington. “It kept us busy through the 1990s.” In the early 2000s, private equity took off, along with M&A, outbound investment and infrastructure.

Finnegan Henderson Farabow Garrett & Dunner partner Anand Sharma, based in Washington, says he has observed a “significant increase” in India-related matters, especially in the fields of outsourcing and research and development (R&D). “A number of our US clients are looking towards the Indian market in the areas of outsourcing or setting up R&D bases,” he says. Outsourcing and technology occupies much space at Thelen Reid Brown Raysman & Steiner, according to Robert L Nelson Jr, a partner based in San Francisco and Shanghai, but the firm has been diversifying. “Over the past couple of years, private equity, venture capital and M&A activity generally has become much more substantial,” he says. Denton Wilde Sapte has a five-partner India group under senior lawyer Gauri Advani in London. The firm also has a specialist outsourcing team, which has conducted much India-related business. DLA Piper is a major player among outsourcing companies. Led by partner Kit Burden it advised DSG International on the transfer of its IT, applications development and support functions to HCL Technologies, an IT conglomerate. Reed Smith is expected to boost its India project finance practice with the addition of partner Vinay Ganga to its European corporate department in London and the recruitment of international projects partner Sanjoy Bose in Washington. CMS Cameron McKenna has advised the government of Orissa on privatization of the state electricity commission. Michael S Mensik, a Chicago partner with Baker & McKenzie, is another Indian outsourcing guru. Berwin Leighton Paisner’s Jonathan Morris has been involved in a number of significant mergers and acquisitions, IPOs, joint ventures and outsourcing transactions.


Long-distance relationships | Vantage Asia

India Business Law Journal identifies the best foreign law firms for India-related work. By George W Russell in Bangalore nternational law firms are r...

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