IFLR 1000
The Guide to the World's Leading Financial Law Firms

M&A activity in India has been frantic in the last year, with a wave of both inbound and outbound activity amid dramatic regulatory changes. The landmark transactions of Vedanta's acquisition of a stake in Cairn India and the Vodafone buyout of Essar's share in their joint venture have been particular standouts in this market.

The merger control regulations were modified in June 2011, which now only requires transactions of a certain size and meeting certain thresholds to attain pre-approval from the Competition Commission of India. There is concern about the approval time and the delays it might cause for transactions, but the first pre-approval clearance under this regime had been attained for the Reliance - Bharti Axa merger in a very swift 18 days, so the outlook from the market remains optimistic.

A new set of takeover regulations are due to be officially proposed this year, with the changes due to have a particular impact on private equity investors. Practitioners in the country have met most of the changes with approval, though the formal regulations will need to be carefully examined before any conclusions can be made.

Changes to the FDI (foreign direct investment) policy in April 2011 have been highly encouraging for foreign investors. The removal of Press Note 1 now allows foreign joint venture partners to form new partnerships with domestic entities without needing a no-objection-certificate from previous partners. This will allow greater flexibility and opportunities for investors from abroad. The other notable change has been a clarification on utilising pricing or conversion formulas for convertible instruments. Whereas before, an upfront price would need to be stated, a stated formula can now be used for the convertible instrument, allowing performance based considerations for pricing and equity conversions at the time of exit for investors.

"ALMT Legal has a formidable reputation in the PE (private equity) and M&A space. We have found the team to be knowledgeable, accessible and responsive to client requirements. The firm has an excellent team and a positive approach to transactions," comments a client.

A highlight for the firm in the last year was the acquisition of client TutorVista Global by Pearson Singapore, who was advised by AZB & Partners. Led by partner Dhanya Menon, the transaction was valued at $117 million and completed in January 2011.

"Amarchand & Mangaldas & Suresh A Shroff & Co stands out as number one in the country," a client says. The firm remains in the top rank this year. Peers and competitors admit that the firm is consistently the firm to beat. A market observer notes: "The partners at the firm are remarkable and each have their respective focuses. As a practitioner, you can't beat working at the firm for opportunities, which builds up a vast pool of experience."

The firm advised JSW Steel on an acquisition of 45.53% of the equity of the debt-ridden Ispat Industries by way of a preferential allotment. The acquisition infused funds into Ispat Industries to revive its operations, implement its integration projects and meet its financial obligations to its lenders. The transaction was valued at $787 million and closed in December 2010.

One client says: "I would give the firm three thumbs up. The firm has provided excellent advice and has always been responsive to my requests for information or instructions." Possessing the largest complement of lawyers certainly does not harm the firm's ability to diversify its expertise and provide targeted advice to niche clients. A corporate client says: "I know which partner to ask for my specific needs. They're top notch for each of their specialties."

A notable matter was the firm's advising of Warburg Pincus in its investment into Continental Warehousing. This transaction required a combination of investments and restructuring of subsidiaries. The matter was completed in April 2011 and valued at $100 million.

The Kolkata-based Argus Partners has made gains from last year, with a new Mumbai office opened in October 2010. The firm, founded and led by Krishnava Dutt and Ramya Hariharan, continues to make waves in the market, with many a client calling for the expansion of its services across the country. A client notes: "I think the main positive things about them are their accessibility. Their communication is good, and email opinions are good. I think they are in the process of expanding that. There's a sort of cohesiveness about that firm, people who stick together and expertise that sticks together and that's a sign of a good future."

With the addition of Utsa Shome from HSA Advocates in June 2011 to head the Mumbai, founding partner Dutt may have less need to spend so much time away from the Kolkata head office. A recent transaction in May 2011 for the firm was its representation of Tega Industries in an investment from TA Associates into the client valued at $40 million.

AZB & Partners continues to sit atop the rankings this year. The firm "dominates the market in the country," says one peer. Rivals admit the firm "very rightly and clearly belong up there" in the rankings. The firm has sought to ensure that its legacy will continue beyond the founding partners, and with the appointment of partner Abhijit Joshi as CEO in 2011, the firm has taken steps to develop its management structure.

Clients recommend the firm for its excellent service: "The lawyers there understand what we want and are very engaged. They're reasonably fast with their work and accurate. The firm is a natural fit for our culture, and it's a comfortable arrangement.

The firm was involved in the high profile Vedanta - Cairn transaction, which was finally approved in 2011. The transaction involved Vedanta Group, which comprised Vedanta Resources and Sesa Goa, acquiring a controlling interest (51-60%) in Cairn India for an aggregate consideration of about $8.5 to 9.6 billion.

Founding partners Zia Mody and Bahram Vakil continue to be highly praised by clients, one says: "With these [senior partners] on the job, we can rest easily. They have excellent ability and render excellent and prompt opinions."

A notable transaction was the firm's representation of Tata Power in its sale of shares for a stake in Bhira Investments and Bhivpuri Investments Coal special purpose vehicles (SPVs) to Olympus Capital. The transaction was valued at $300 million.

Bharucha & Partners climbs the rankings this year with continued praise from peers and clients. A corporate client says: "For all corporate law matters, they are our primary lawyers today. Almost all or work in that field is handled by them. We've been working with them for many years and have been very happy with their service."

Partner Justin Bharucha is singled out by a client: "He knows his stuff. He's very good - pragmatic, commercial, responsive. We were able to reach him at all times."

A notable matter headed by partner Alka Bharucha was advising the Aditya Birla Group on the restructuring of its telecom assets. This was a complex matter which involved a range of M&A processes ranging from amalgamation to demergers to slump sales.

Desai & Diwanji scales the rankings this year aided by unanimous praise from peers and clients. A peer notes: "One cannot consider corporate law without thinking of the firm. The lawyers there combine quality with a steady quantity of work." The firm has particular strength in private equity, with a client noting: "We've been working with them for almost 6-7 years now and are extremely comfortable with the partners. We know we have good advice from them. India's a complex place in terms of regulatory environment and we don't break any rules, so we get a conservative firm and rely on their advice."

Some of the work from the firm in the past year includes advising KKR in its acquisition of the Capsugel business of Pfizer, representing Blackstone Capital in its acquisition of a shareholding stake in Monnet Power and acting for Sanofi Pasteur in the acquisition of Shantha Laboratories.

Key partner Apurva Diwanji is lauded for his ability by a client: "The lead partner Apurva was very solid. He was extremely knowledgeable. We rely on him for any kind of advice. I think he shows his expertise across the board. We talk to him before doing any kind of structuring or legal."

One longstanding client says: "We have used other law firms in the past, but in the last five years, 99% of our work has been done by the firm. We're very comfortable with them and honestly there's no reason to switch. The people there rate very highly on ethics and that's a crucial criterion for us."

DSK Legal makes gains in the corporate rankings this year. The firm has expanded tremendously in the last year, with a move to a new office in Mumbai and the establishment of a Bangalore presence. The firm is well-regarded by peers and clients in the area of corporate law. "We've worked with one of the partners, Satish Kishinchandani. He was very good on multiple transactions we've done together and was very responsive. Most lawyers aren't good at the commercial side of a deal, but he has the ability to suggest solutions on that side. Naturally, lawyers suggest on legal side, but Satish suggests deal structure solutions in the nature of commercial structures, which was a great asset," is one client's recommendation.

Last year the firm advised JSW Steel Group regarding its joint venture in India with UK steel company Severfield. The new company will supply steel for commercial structures and highway bridges and launch new steel plants in India. The transaction was valued at $219 million and closed in November 2010.

Peer consider the firm to be up and coming: "The firm is one to keep an eye out for. It is on its way up and the expansion is just one part of the firm's grander ambitions. They have great lawyers and greater potential."

Another notable transaction for the firm was its representation of New Silk Route Advisors in its investment in Coffee Day Resorts. This transaction was valued at $81 million and was completed in June 2010.

IndusLaw debuts in the rankings at the first time of asking after a stream of support from peers and clients. Though the firm started out in Bangalore, it has an extensive presence now with four offices spread out across the country. Clients praise the firm's ability to ally law with business: "[The firm] has a very strong sense of how to balance business and reality - [the staff] have a very strong understanding of business issues and can therefore be very effective lawyers." A highlight for the firm was its representation of Micromax in the investment by Sequoia Capital, Sandstone Partners and Madison Capital in the client. Work included structuring and advice on the transaction, drafting and negotiating transaction documents and closure of the deal. This matter was completed in September 2010 and valued at $45 million. A client recommends the firm: "[They are] very well-networked, [and are] amongst the reputed law firms in India. [They're] very active in private equity and venture investing space, a space we deal with largely. [They possess a] partner network that carries expertise across many situations."

J Sagar Associates is highly recommended for its expertise in corporate matters. A client says: "JSA is a highly professional, diligent and reliable firm. Their strong negotiation skills have ensured that contracts were drafted in a balanced manner and red lines expressly included in all contractual documents."

A client is effusive in praise of the firm: "I think that the firm is absolutely fabulous. I don't think it's possible to hire lawyers like the ones there. The team has a very good mix of people who work hard and people who have international experience, which makes it very unique."

The firm advised Temasek Capital of Singapore in a private equity investment of $200 million in GMR Energy through compulsorily convertible preference shares. The transaction posed several challenges and required provision of effective protection to the investor in terms of exits and returns.

Clients recommend the firm for its well balanced and all rounded expertise: "The lawyers' advice is dependable and pragmatic and provides realistic view and interpretation of statutes on a consistent basis. They also have a large portfolio of clients and have good experienced people. Communication is fast and timely to top it off."

A notable transaction for the firm was its representation of Essar Telecom Infrastructure, in the sale of its business to American Tower Corporation for Re21 billion ($450 million). This transaction consisted of a complete sale and exit of the Essar Group from the telecom towers business through their wholly owned subsidiary Essar Telecom Infrastructure.

A client compares firms: "We work with all the law firms. Working with JSA, whose quality of output I think is better, I would recommend the firm because its partners are quite iconic. Some of the individuals there are like brands. I'd recommend them because of that, even without taking into account technical ability. Sometimes you need the brand for the negotiations."

Juris Corp represented BanyanTree Growth Capital in a growth stage investment in oil gas and power sector company Dee Development Engineers, who was advised by Tatva Legal, by way of equity shares and compulsorily convertible preference shares. Led by partner Vandana Sekhri, the transaction was valued at Re500 million ($11.2 million) and was completed in February 2011.

Last year Kanga & Co advised United Spirit in its acquisition of a 54.69% stake in Pioneer Distilleries in the business of distillation of spirit using molasses and grain. This transaction is pending closure of the public offer under the Sebi takeover code, with USL having made an open offer for the acquisition of additional 20% stake in Pioneer Distilleries as stated in the SEBI Takeover Code. Senior partner Preeti Mehta was the lead on this transaction, which has been valued at $22.2 million.

"Khaitan & Co has excellent depth of staff. They provided very good legal service, had good technical skills, were very practical in their advice and very good to work with," says a client. The firm continues to be involved in high profile transactions in the country, with a mix between domestic and international clients.

Clients are impressed by the firm's international capabilities: "The people we worked with were quick to pick up on concepts and I was impressed that they had a very global outlook to things. They operated at an extremely high level. A lot of lawyers I met from the firm have worked abroad, and that's done the firm well."

The firm advised Honda Motors in its sale of shares in the joint venture Hero Honda Motors to Hero Investments. This was one of the largest M&A deals in 2011 in the country, with particular concerns regarding aspects of Indian laws including the Sebi takeover code and exchange control issues. This transaction was completed in March 2011 and valued at $852 million.

One client says: "The firm is completely at par with any other firm in the market in corporate matters. Top-notch."

Another notable transaction saw the firm act for of iGate in its acquisition of a controlling stake in Patni Computer Systems. This was a landmark M&A transaction in the IT industry in the country. Valued at $1.22 billion, the transaction is reported to be the largest acquisition of an Indian software exporter by another domestic company. The deal was led by key partners Haigreve Khaitan and Rabindra Jhunjhunwala and completed in January 2011.

The firm provides exemplary service from start to finish. According to clients: "The good thing with the firm is that after taking up the assignment, a client need not worry and can sleep soundly knowing that the firm will work till the end result is achieved," says one.

Krishnamurthy & Co consolidated its position in the financial hub of Mumbai after first expanding there last year. The firm has continued this trend of expansion by opening a New Delhi office in August 2010. These moves have not affected its service, with a client commending the firm for its responsiveness: "At the partner level, [the partners] keep talking to us regularly, especially calling us regarding regulation changes. Very strong communication. The value of the client relationship is similar to other big law firms."

The firm advised Shreem Electric in an investment by Fidelity Partners in the client. This transaction closed in October 2010 and was valued at Re860 million ($19.2 million).

Lexygen has carved out a reputation in corporate work not to be baulked at. With the addition of partner Yang Yen Thaw and three associates in the past 12 months, the firm consolidated its presence and see itself in the rankings for the first time. Of partner Vijay Sambamurthi, a client says: "[He's] very responsive, very accessible. Obviously there's a time gap - he was always available because he's sometimes in Singapore as well. [He was] able to cover quite a lot of the time zones, and turnaround times [were] very good. Communication is very good. Sometimes you can find when dealing Indian law firms the quality isn't as good as you might like, but that's never been a problem with Vijay. [He] understands how to get the message across and in a commercial perspective - answers rather than spinning out all the jargon." Securing mandates on a range of work and "constantly punching above its weight," as a peer notes, the firm enjoys a special place in clients' affections. Notable work includes the representation of client TA Associates in the purchase of a minority stake in Dr Lal PathLabs, an Indian diagnostics and pathology services provider, from Sequoia Capital. The transaction was completed in August 2010 and valued at $35 million.

Luthra & Luthra continues to stand out in the market for its consistency and ambition as evidenced by the expansion of its Mumbai office in the past year. The firm works closely with both domestic clients as well as top international companies. An international client says: "We know of the firm's international client base. They have had experience and exposure with international clients so they understand our concerns and how we want things done a certain way, as opposed to local smaller firms who don't understand that certain things must be done in certain ways for internal reports. They are definitely one of the law firms we will continue to use."

The firm advised Abbott Laboratories in its acquisition of Piramal's healthcare solution business. With complex issues on both the corporate and tax front, this transaction has been reported as one of the largest in India, especially for the pharmaceutical industry. The deal was valued at $3.8 billion and completed in September 2010.

Clients recommend the firm's regulatory experience: "Personally, I have dealt with the regulatory team and would recommend the work of Mr Sundeep Dudeja. He has been helpful in advising on the regulator's viewpoint on many matters where the government's view is not clear. The firm has a good interface with the regulators on various assignments. For documentation related to stake sale or purchase transactions, we have worked extensively with Shishir Vayttaden and would recommend his acumen at negotiating complex clauses with the opposite side and closing out on open issues."

A notable matter was the firm's involvement in Blackstone's investment in Moser Baer Power Projects. The team advising Moser Baer Power Projects consisted of key partner Mohit Saraf, Shishir Vayttaden and Vinay Kesari. The transaction is reported as one of the largest private equity investments in the power sector in India. The $300 million deal was completed in August 2010.

Majmudar & Co retains its rankings this year, with the addition of partner Rukshad Davar from Bharucha & Partners in 2011 a sign of its ambition to continue growing its corporate practice. Clients recommend the firm, with one offering: "I would rate them very high. I've worked with other companies and [the firm] really deserves its own class."

A notable transaction for the firm was its advising of Reliance Venture Asset Management for its investment in AllGreen Energy Indi. Valued at $12 million, this transaction was a substantial investment in the country's renewable energy sector. Partner Raja Sujith was the lead on this deal. A client recommends Sujith: "He's very knowledgeable, especially knowledge as it pertains to international law and labour laws and particularly in the software and IT field. He's excellent. I would recommend him."

Narasappa Doraswamy & Raja is a Bangalore-based firm with a growing name for quality and "international standard of service". An international client notes: "[Partner Harish Narasappa] offers international pedigree which he provides from his Bangalore firm. We use him whenever we have work in South India." Another client notes: "This firm seems to have the lawyers you always dreamed of having. They're a breath of fresh air and are a serious firm for the future."

Notable work in the past year includes advising International Finance Corporation (IFC), Aureos and ePlanetVentures regarding their investments in Auro MiraEnergy Company. This transaction was valued at Re960 million ($21.5 million) and closed in September 2010.

"Nishith Desai Associates has some very senior team members who are hands-on on every matter. It advises many companies in the private equity industry and therefore is a repository of information on the private equity industry legal framework on India," says a client. The firm increases its reputation in the market this year, with peers and clients united in recommending the firm for its prowess especially in terms of private equity.

The firm advised Dewan Housing Finance in its 100% acquisition of Deutsche Postbank Home Finance, a housing finance company registered with National Housing Bank. This transaction was valued at $240 million and closed in January 2011.

Clients applaud the firm's dedication to intellectual capital: "No other firm keeps us up to date like the firm does. We get regular newsletters and updates as laws and regulations develop in the country. The firm often asks us to speak on foreign issues, so as to maintain a global perspective. When it comes to communication, it sets the absolute standard for other firms."

A notable deal for the firm this year was its representation of Reliance Broadcast Network in its entry into a joint venture with the RTL Group, which is part of Bertelsmann group in Germany. This transaction was closed in June 2011.

Platinum Partners enters the rankings this year riding on a wave of goodwill and praise from peers and competitors alike. A rival admits: "In terms of expertise, the firm is light years ahead of some other firms in the market." A boutique firm specialising in M&A and private equity work, the firm is led by a group of partners with a strong domestic background and extensive international experience, with many having practiced in international firms prior to returning to the country and founding the firm. Partner Nihar Mody is singled out by peers as "a brilliant lawyer." A peer admits: "They're all very great lawyers. They're our competitors I admit, but they're the bomb."

S&R Associates continues to expand its competency beyond its capital markets expertise. Having secured mandates on attention-grabbing transactions such as the delayed Vedanta - Cairn for the seller's side, the firm is definitely making its name known in this area.

Another high profile transaction for the firm was its representation of Vodafone Group in its $4.2 billion purchases of approximately 22% from subsidiaries of Essar Communications, and its $1.26 billion proposed purchases of approximately 11% from ETHL Communications Holdings of the shares of Vodafone Essar and the settlement of all outstanding claims between the parties.

A corporate client praises the firm: "They are by far and away the best Indian law firm I've worked with, and I've worked with quite a few. They're very proactive - with quite a few Indian law firms, you ask a question and they give an answer, but with them they give you an answer and tell you about the other stuff too. It tends to be quite literal in the Indian market, there's a whole host of things about India that I don't know. Basically they're good at anticipating that and giving nuanced advice."

Another notable deal for the firm was its representation of General Atlantic Partners in its Re11.5 billion ($258 million) sale of shares in Patni Computer Systems Limited to iGate.

Talwar Thakore & Associates enjoyed a stable year, as the firm looked to develop its pipeline of experience with no substantial changes at the partner level. The firm consolidates its place in the rankings with its involvement in high transactions such as client BP's landmark acquisition of a 30% stake in 23 oil and gas production blocks from Reliance Industries. Further work on this matter included the formation of a joint venture between the companies for the sourcing and marketing of gas in the country. The transaction was valued at $9 billion and is reported to be one of the largest ever M&A transactions in India. It was headed by partner Narayan Iyer and was closed in February 2011.

Tatva Legal enters the rankings this year having made the most of its grand entrance into the market last year. Striving to shed its tag of a breakaway firm in a crowded market, the firm has successfully established a foothold in the corporate work in the country. Clients are impressed with the firm's work ethic and innovation: "I think they're certainly conservative as a whole but they're willing to research opportunities and transactions rather than going with the status quo. If that defines innovative, they would be. It's not that they're risk-takers or have loose advice - they're still conservative but are happy to do the hard work on looking into potential transactions." A high-profile transaction was the firm's representation of Coffee Day Resorts in a round of fund raising from KKR, Standard Chartered Private Equity and New Silk Route Partners. Headed by partner N K Dilip, this deal was valued at $200 million and was completed in 2010.

Trilegal consolidates its position in the corporate standings this year. The firm continues to be a go-to firm in regards to cross-border transactions. One client singles out partner Sridhar Gorthi for praise: "He is one of the finest and most balanced partners I've worked with. He's one of the Trilegal founding partners. I've dealt with him on the other side and he's exceptional and impressive. He's very sharp, professional, and calm during negotiations. He's essentially a deal closer."

The firm advised Thomson Reuters in its high-profile capture of legal process outsourcing provider Pangea3. Gorthi led on this transaction, which was valued at $35 million and was completed in November 2010. The work involved a range of multijurisdictional issues including advising on withholding tax matters arising from a very recent judgment in India.

Another example of the firm's cross border capabilities includes its representation of Godrej Consumer Products in its acquisition of the PT Megasari Makmur Group, which is a household and personal care company in Indonesia. The transaction involved dealing with multijurisdictional legal and regulatory issues and the time constraint was challenging given the number of parties involved as well. This deal was completed in May 2010 and valued at $270 million.

Vaish Associates continues the development of its corporate practice under the leadership of partner Bomi Daruwala, who a client singles out for praise: "He has helped us immensely during the framing of our agreement. [He has] immense expertise in the legal field, which proved to be extremely helpful." After a successful restructuring of partnership in the first half of 2010 to strengthen the firm's full service capability, the firm's expertise now extends beyond its traditional tax background.

An example of the firm's corporate work in the last year is its advising of the promoter group of Religare Enterprises in a series of transactions including its $77.6 million block share purchase of REL shares on the National Stock Exchange. Daruwala took the lead on these transactions, as the client sought to consolidate and enhance its stake in REL through four transactions over the course of just a few weeks. Closed in August 2010, the work is valued at $187 million.