Award recognition for increasingly influential profession

Author: | Published: 1 Oct 2011
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Like last year, the 2011 India Awards employed IFLR’s respected, rigorous research methodology – in recognition of the country’s growing influence on global transactional activity.

And, like last year, it was another fascinating 12 months of deal-making for the editorial teams at IFLR and Asialaw to review and consider.

One deal that was not in the mix for this year’s Awards was Vedanta’s protracted takeover of Cairn India (as it is yet to complete and was therefore ineligible). But this is yet another example of the type of increasingly sophisticated transaction being completed in this part of the world.

India now plays a vital role on the world stage, and this was never more evident than in the Reserve Bank of India’s recently published data report in which outbound investment by Indian multinationals had surged to US$43.9 billion in the 2010-11 fiscal year (compared to US$18 billion the previous year).

Regulatory liberalisation was cited by the central bank as one explanation for this surge. But it also reflects the drive by many Indian companies to raise capital more cheaply overseas at a time when rupee borrowing costs have been rising.

So while there has been significant outbound activity by Indian corporates across sectors such as oil, gas, coal and iron ore, high interest rates (raised in an effort to contain inflation) have delayed fundraisings and acquisitions at home.

For example, ECM volumes are down nearly 50% for the year to date compared to 2010, with IPO activity contributing a very small percentage of this.

In addition, India is one of the few emerging markets where FDI actually declined last year – and the reasons for this were scrutinised at IFLR’s recent India FDI Forum in Singapore.

So while there is pent up demand for M&A, fundraisings and initial public offerings, investors remain cautious as they assess the wider global economy.

That said, the drivers of Indian outbound and inbound M&A have not changed and should not be overly affected by short-term events. The promise of India is there for all to see, and a recovery in M&A and ECM activity is on its way in the second half of this year according to investment bankers.

IFLR and Asialaw will be following these developments with interest, with the likelihood that there will be plenty of complex, innovative transactions to consider for next year’s Awards.

Format and Methodology

IFLR awards are unique in only rewarding legal innovation on complex transactions. IFLR does not care about size, time or media attention. This is about legal invention and precedent.

IFLR and Asialaw contacted Indian and international law firms in early January with a request for submissions detailing innovative deals across a number of practice areas during 2010. Only deals that included a significant India element to them and that closed between January 1 2010 and December 31 2010 were eligible for inclusion. Confidential transactions and those that did not complete were not considered.

Deals of the Year

Debt and Equity-Linked

Winner: Tata Motors enhanced conversion

Firms
AZB & Partners
Issuer

Sullivan & Cromwell
Issuer

Linklaters
Dealer managers

Why : Tata Motors invited holders of two series of convertible notes (denominated in JPY and US$) to convert their notes into equity shares at a temporarily lower conversion price than was available pursuant to the terms and conditions of the notes enabling the company to reduce its liabilities prior to March 31 2010. This was the first enhanced conversion offer by an Indian company and involved complex issues relating to noteholder participation, the terms of the notes and Indian regulations.

Finalists

Adani Enterprises QIP
ETHL Communications debentures
GMR Infrastructure QIP
IDFC long-term bonds
Reliance Industries bond
State Bank of India
Vedanta convertible

Equity

Winner: Standard Chartered IDR listing

Firms
Amarchand Mangaldas
Issuer

Slaughter and May
Issuer

Kim & Chang
Issuer

Allen & Gledhill
Issuer

Talwar Thakore & Associates
Global coordinators and book-running lead managers

Linklaters
Global coordinators and book-running lead managers

Clifford Chance
Custodian

Why : Standard Chartered PLC became the first foreign company to list in India when it raised US$530 million through Indian Depositary Receipts on the Indian stock exchanges. The IDR is a new instrument created by the Indian regulators to permit domestic listings by foreign companies, and it is hoped that the offering will pave the way for other, similar listings. Counsel spent two years lobbying local regulators for rule changes, shaping the regulatory framework and helping the banks structure the IDR product. The latter necessitated several discussions with various regulators, including the Sebi and the RBI.

Finalists

Coal India IPO
MakeMyTrip IPO
NMDC Limited follow-on offering
NTPC Limited offering
Rei Agro rights offering
Rural Electrification Corporation secondary offering
SKS Microfinance IPO

Mergers & Acquisitions

Winner: Bharti Airtel – Zain Africa BV

Firms
AZB & Partners
Bharti Airtel

Herbert Smith
Bharti Airtel

Stibbe
Bharti Airtel

Linklaters
Zain Africa BV

Trilegal
Lead arranger

Allen & Overy
Lead arranger

Milbank
Bharti Airtel on financing

WongPartnership
Milbank and Bharti Airtel

Loyens & Loeff
Borrower

Why : Bharti Airtel’s US$10.7 billion acquisition of Zain Africa BV was the second largest outbound investment ever by an Indian company and the largest in the telecom sector. It was also the first time an Indian company had made a major investment in Africa and involved the largest financing ever raised for an acquisition by an Indian corporate. As the telecom sector in Africa is heavily regulated, the acquisition of Zain’s businesses across 15 African countries presented counsel with complex legal and regulatory issues including certain issues with minority partners. Other challenges resulted from having to instruct and manage local counsel in each jurisdiction.

Finalists

Abbott Laboratories – Piramal Healthcare
Atlas – Reliance Joint Venture
Enam – Axis Bank
GCPL – PT Megasari Makmur Group
Hospira – Orchid Chemicals & Pharmaceuticals
JSW Steel – ISPAT Limited
Kalanithi Maran – Spicejet

Private Equity

Winner: Morgan Stanley – Asian Genco

Firms
J Sagar Associates
Morgan Stanley Infrastructure Partners and consortium

Lexygen
Morgan Stanley Infrastructure Partners and consortium

Davis Polk & Wardwell
Morgan Stanley Infrastructure Partners and consortium

Allen & Gledhill
Morgan Stanley Infrastructure Partners and consortium

Appleby
Morgan Stanley Infrastructure Partners and consortium

Paul Weiss
General Atlantic

Bois Schiller & Flexner
Goldman Sachs

Shearman & Sterling
Norwest Venture Partners

General Law Partners
Asian Genco

WongPartnership
Asian Genco

Why : A Morgan Stanley Infrastructure Partners-led consortium invested US$425 million in Asian Genco, a Singapore-based holding company for hydro, thermal and non-conventional power generation assets in India. This was the largest PE investment in the Indian power sector, and the largest Indian PE deal since 2008. It was structured through three jurisdictions, involving complex legal issues as well as innovative governance, liquidity and earn-out features. The consortium was organised in Mauritius, requiring composite governance and exit rights among the individual consortium members and between the consortium vehicle and the Indian promoter.

Finalists

AEPL stake acquisition
Bain Capital – Himadri
Fortis Healthcare – Parkway Holdings
KKR – Coffee Day Resorts
Macquarie SBI – Viom Networks
SBI/SGRF PE fund
TA Associates – Micromax Limited

Restructuring

Winner: Suzlon Energy refinancing

Firms
Amarchand Mangaldas
State Bank of India

Bharucha & Partners
Suzlon Group

Linklaters
Suzlon Group

White & Case
Lenders’ German and English counsel

Madun Gujadhur Chambers
Mauritius counsel

Uria Menendez
Lenders’ Portuguese counsel

Eubelius
Lenders’ Belgian counsel

De Brauw Blackstone Westbroek
Lenders’ Dutch counsel

Allen & Overy
Singapore-based offshore security trustee

Why : India’s largest wind-turbine maker Suzlon Energy consolidated and refinanced its onshore and offshore loans, raising a total rupee loan on Rs.11,040 crores and a foreign currency loan of US$465 million. The former was raised jointly by Suzlon Energy and its 11 Indian subsidiaries while the latter was raised jointly by SE Drive Technik, GmbH (Germany) and RPW Investments SGPS, Portugal. The restructuring involved complex co-borrowing and cross-linking of loan facilities and security terms at onshore and offshore levels. The security structure involved seven jurisdictions and included corporate guarantees, non disposal undertakings, letter of comfort facility and share pledges.

Finalists

Aditya Birla cement business
Emaar restructuring
General Motors India

Project Finance

Winner: Jhajjar Power ECB financing

Firms
Trilegal
Borrowers

Clifford Chance
Borrowers

Amarchand Mangaldas
Lenders

Linklaters
Lenders

Why : Following completion of the rupee financing for Jhajjar Power’s 1320MW coal based thermal power plant at Haryana in September 2009, the ECB financing completed in November 2010. This is only the second project financing with international bank participation – and the first one with commercial bank participation – to reach financial close since the days of Dahbol almost 10 years ago. Legal challenges included the security sharing arrangement and the intercreditor arrangement.

Finalists

Axis Bank GMR EMCO Energy
Hyderabad Metro Rail (MRTS) Project
Mundra power project financing
ONGC Mangalore Petrochemicals aromatics complex
Orissa Alumina Plant
West Bengal Coal Bed Methane Block

Infrastructure & Real Estate

Winner: Dhule Palesner Highway Project (NH-3)

Firms
Luthra & Luthra
Hindustan Construction Company & John Laing Plc

Wadia Ghandy & Co
Sadbhav Engineering

Why: The Rs 1,415 crore Dhule Palesner Highway Project is part of the NH-3 road, commonly referred to as the Agra-Mumbai road. Situated on the Maharashtra-Madhya Pradesh border, the 89km four-lane project is being constructed by a HCC, John Laing and Sadbhav consortium on BOT (toll) basis. As the financing was split over multiple EPC packages with multiple EPC contractors, counsel had to make sure that clients were adequately protected. The timelines, design and construction cost also had to be coordinated with another existing concession for Tapi Bridge on the same stretch of the highway. This necessitated a break-down of the stages when, for example, completion certificates and performance securities would be provided, while ensuring single point responsibility of the EPC contractors. The project is scheduled to complete in June 2012 and has an overall concession of 18 years.

Finalists

Bangalore hospitality project
China Huaneng Group – InterGen N.V.
Fortis Healthcare – Wockhardt Hospitals
GTL Infrastructure – Aircel Group
Jindal Steel & Power – Shadeed
Norwest/The Xander Group – Sadbhav Infrastructure Project
SKIL – Pipavav

Teams of the Year

Capital Markets - Indian

Winner: Amarchand Mangaldas

Finalists
AZB & Partners
J Sagar Associates
Luthra & Luthra
S&R Associates
Talwar Thakore & Associates

Capital Markets - International

Winner: Latham & Watkins

Finalists
Davis Polk & Wardwell
Jones Day
Linklaters
O’Melveny & Myers
Shearman & Sterling

M&A - Indian

Winner: AZB & Partners

Finalists
Amarchand Mangaldas
Crawford Bayley
Khaitan & Co
Luthra & Luthra
Trilegal

M&A - International

Winner: Allen & Overy

Finalists
Baker & McKenzie
Herbert Smith
Jones Day
Latham & Watkins
Stephenson Harwood

Private Equity - Indian

Winner: AZB & Partners

Finalists
Amarchand MangaldasIndus
Indus Law
Khaitan & Co
Lexygen
Luthra & Luthra
Nishith Desai Associates
Tatva Legal

Private Equity - International

Winner: Davis Polk & Wardwell

Finalists
Kirkland & Ellis
Paul Weiss
Shearman & Sterling

Teams of the Year / In-House Teams of the Year

Restructuring - Indian

Winner: Amarchand Mangaldas

Finalists
FoxMandal Little
J Sagar Associates
Trilegal

Restructuring - International

Winner: Linklaters

Finalists
Allen & Overy
Clifford Chance
Shearman & Sterling
White & Case

Project Finance - Indian

Winner: Luthra & Luthra

Finalists
Amarchand Mangaldas
Trilegal

Project Finance - International

Winner: Linklaters

Finalists
Clifford Chance
Reed Smith LLP

Capital Markets

Winner: Coal India

Finalists
Adani Enterprises
Essar Group
MakeMyTrip Limited
NTPC Limited
Resiliance Industries
State Bank of India
Tata Motors

Mergers & Acquisitions

Winner: Bharti Enterprises

Finalists
Cairn India
Godrej Consumer Products
JSW Steel Group
Jindal Steel & Power
Piramal Healthcare
Reliance Industries
Vedanta Resources

Private Equity

Winner: Norwest Venture Partners

Finalists
Bain Capital
Baring Group
Blackstone Group
General Atlantic LLC
Kohlberg Kravis & Roberts
IDFC Private Equity

Restructuring

Winner: Suzlon Energy

Finalists
Aditya Birla
Emaar MGF
General Motors India
State Bank of India

Priject Finance

Winner: Industrial Development Finance Company

Finalists
GMR Energy
Hyderabad Metro Rail
Industrial Development Bank of India
ONGC Mangalore Petrochemicals
Standard Chartered Bank
State Bank of India

Indian Investment Bankl

Winner: JM Financial

Finalists
Avendus
Edelweiss Capital
Enam Securities
ICICI Securities Ltd
Kotak Investment Banking

International Investment Bank

Winner: Morgan Stanley

Finalists
Citigroup
Deutsche Bank
DSP Merrill Lynch
Goldman Sachs
JPMorgan
Standard Chartered Bank
UBS

Indian Company

Winner: Reliance Industries

International Company

Winner: Abbott Laboratories

Firms of the Year

Infrastructure & Real Estate

Winner: Wadia Ghandy & Co

Finalists
Amarchand Mangaldas
AZB & Partners
J Sagar Associates
Luthra & Luthra

Dispute Resolution

Winner: Federal & Rashmikant

Finalists
Amarchand Mangaldas
Crawford Bayley
J Sagar Associates
Kanga & Co
Karanjawala & Co
Mulla & Mulla & Craigie Blunt & Caroe
Wadia Ghandy & Co

Intellectual Property

Winner: Anand & Anand

Finalists
K&S Partners
Lall & Sethi
Lall Lahiri & Salhotra
Remfry & Sagar
Singh & Singh

Labour & Employment

Winner: Majmudar & Co

Finalists
Bhasin & Co
Crawford Bayley
FoxMandal Little
India Juris
Kochhar & Co
Trilegal

TMT

Winner: Nishith Desai Associates

Finalists
AZB & Partners
DSK Legal
J Sagar Associates
Naik Naik & Co
Seth Dua & Associates
Trilegal

Bangalore

Winner: J Sagar Associates

Finalists
ALMT Legal
Amarchand Mangaldas
AZB & Partners
FoxMandal Little
Lexygen
Trilegal

Calcutta

Winner: Khaitan & Co

Finalists
FoxMandal Little

Chennai

Winner: Surana & Surana International Attorneys

Finalists
FoxMandal Little
Kochhar & Co

Hyderabad

Winner: IndusLaw

Finalists
J Sagar Associates
Trilegal

New Delhi

Winner: Luthra & Luthra

Finalists
Amarchand Mangaldas
AZB & Partners
J Sagar Associates
Khaitan & Co
S&R Associates
Trilegal

Mumbai

Winner: AZB & Partners

Finalists
Amarchand Mangaldas
Desai & Diwanji
Khaitan & Co
Talwar Thakore & Associates

Outstanding Achievement Award

Outstanding Achievement Award

Winner: Mysore Prasanna

Why: The Outstanding Achievement Award for 2011 went to Bangalore-based independent consultant and former Group General Counsel at Aditya Birla, Mysore Prasanna.

Formerly head of legal at Brooke Bond India and Larsen & Toubro, Prasanna went on to create from scratch the Group Corporate Function at Aditya Birla Group. During his dozen or so years at Aditya Birla, Prasanna’s Group provided key support for various business initiatives – with a strong focus on corporate restructuring and cross-border M&A.

Retiring from this role in April 2010, Prasanna had every right to ease off and start enjoying retirement. Not a bit of it. Over the last 12 months, he has given back to the profession by initiating numerous training courses around the country – for lawyers and non-lawyers – on topics such as Contract Drafting & Negotiating Skills, Post Merger Integration, and Dispute Management.

In addition, he is in high demand as a guest speaker on the Conference and Seminar circuits, gives lectures at law schools, and sits as chairperson of the Welingkar Institute’s Academic Council for the training of in-house counsel.

Criteria

This is an honour bestowed upon an individual from the Indian legal profession who peers feel has made an outstanding contribution to the development of the law and the profession in 2010.

Indian

Winner: Amarchand Mangaldas

Finalists
AZB & Partners
J Sagar Associates
Khaitan & Co
Luthra & Luthra
Trilegal

International

Winner: Linklaters

Finalists
Clifford Chance
Davis Polk & Wardwell
Jones Day
Latham & Watkins
Shearman & Sterling

 

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