Profession rises to the challenge

Author: | Published: 1 Aug 2012
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The Awards celebrated the recent achievements of India's finest legal minds. The ceremony was particularly poignant this year as it comes during what has been described as a "rough patch" for Asia's third-largest economy. To support this prognosis, one need only consider the first quarter's growth rate of 5.3%, which was the slowest recorded for nine years.

Then there's the fact that fiscal and trade deficits are soaring, the rupee has fallen almost 25% against the US dollar in the past year, reforms are stalled due to a hesitant government, inflation is high and investment and consumption are down.

This has all led to the ratings agencies downgrading their outlook for the Indian economy, with Standard & Poor's warning that India may lose its investment-grade status.

India's economy is of course largely reliant on domestic demand, and while this has slowed, the confidence of foreign investors was certainly not helped by the recent debate over retroactive tax legislation.

But there is light at the end of the tunnel, and India's legal profession has a vital role to play in ensuring that this light gets brighter.

For example, Prime Minister Manmohan Singh has unveiled a series of projects to kickstart investment. These include plans to build new highways, airports and ports during this fiscal year – with much importance being given to public-private partnerships in order to help foot the bill.

And the limit on foreign investment in government bonds has been increased in an effort to prop up the rupee – with sovereign wealth funds, endowment funds, pension funds and foreign central banks all now permitted to invest in government bonds.

Although such measures will likely have limited impact in the short-term,

the Prime Minister's top economic adviser, C Rangarajan, was recently quoted as saying: "Although the correction will happen only when the capital flows come in … the avenues have now been opened."

IFLR and Asialaw will follow these developments with interest.

Format and Methodology

The IFLR awards are unique in only rewarding legal innovation on complex transactions. We don't 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 March with a request for submissions detailing innovative deals across a number of practice areas during 2011. Only deals that included a significant India element to them and that closed between January 1 2011 and December 31 2011 were eligible for inclusion. Confidential transactions and those that did not complete were not considered.


Deals of the Year

Debt and Equity-Linked

Winner: Ballarpur hybrid offering

Firms
Allen & Overy Issuer
Clifford Chance Underwriters HSBC and RBS
DLA Piper Issuer
Luthra & Luthra Underwriters HSBC and RBS
Shearn Delamore & Co Issuer

L-R: Manan Lahoty (Luthra & Luthra); Stephen Peepels (DLA Piper); Gautam Narasimhan (Allen & Overy); Rahul Guptan (Clifford Chance)

Why: This was the first US dollar-denominated perpetual securities offering from the Indian market; the issuing vehicle being part of the larger Ballarpur group, which is India’s largest producer of writing and printing paper and part of the Avantha Group. The terms of the securities provided the issuer with both equity credit from Standard & Poor’s and Fitch and equity accounting classification. The structuring of the terms also required counsel to cater for future IPOs at various levels within the Ballarpur group.

Finalists

Advanti India CB offering
Apollo Hospitals Enterprise QIP
Canara Bank QIP
Essar Energy CB offering
ICICI bond offering
Tata Power hybrid offering
Vedanta Resources bond offering


Equity

Winner: Power Finance Corporation further public offering

Firms
Amarchand Mangaldas Underwriters
AZB & Partners Issuer
DLA Piper Issuer
O’Melveny & Myers Underwriters

L-R: Ashwin Ramanathan (AZB & Partners); Yash Ashar (Amarchand Mangaldas); Pooja Sinha (O’Melveny & Myers); Stephen Peepels (DLA Piper)

Why: The Rule 144A and Reg S further public offering of US$1 billion of equity shares in Power Finance Corp was the largest equity deal of the year in India. It was also one of the most complicated of the Government’s major disinvestments from the power sector, due to the issuer being a non-banking financial company and operating in a highly regulated sector – leading to highly complex disclosure issues. As the company is one of the most prolific issuers in the Rupee-denominated debt market, counsel had to carefully structure the international offering process and documentation around the domestic offering process and documentation. The compressed timetable also led to multiple execution challenges.

Finalists

Central Bank of India rights issue
EIH rights issue
Future Venture India IPO
L&T Finance Holdings IPO
MakeMyTrip follow-on offering
Tata Steel follow-on offering


Mergers & Acquisitions

Winner: BP – Reliance Industries

Firms
Allen & Overy Reliance Industries
AZB & Partners Reliance Industries
Linklaters BP
Talwar Thakore & Associates BP
Vinson & Elkins BP

L-R: Abhijit Joshi (AZB & Partners); David Greenwood (Allen & Overy); Savi Hebbur (Linklaters); Narayan Iyer (Talwar Thakore & Associates)

Why: BP’s US$9 billion acquisition of a 30% stake in 23 oil and gas production blocks from Reliance Industries was the largest investment of capital into India in a single deal. It included a 50:50 JV for sourcing and marketing gas in India, which will become the first independent gas marketing company in the country. Legal challenges included drafting arrangements so they complied with strict regulations on who can own natural gas and market natural gas, but provide flexibility to switch to full international standards of gas marketing once that became permitted under Indian law.

Finalists

FedEx Corp – AFL/ Unifreight India
iGATE Corporation – Patni Computer Systems
International Paper – Andhra Paper Mills
Mundra Port – Abbot Point terminal
Tata Global Beverages – Starbucks Group
Vedanta Resources – Cairn India
Vodafone Group – Vodafone Essar


Private Equity

Winner: TPG, Shriram – Vishal Retail

Firms
AZB & Partners TPG Capital
Cleary Gottlieb TPG Capital
Kochhar & Co Vishal Retail
Trilegal Shriram Group
Zeus Law Associates Vishal Retail

L-R: Anoop Vasu (Trilegal); Kapil Arora (Kochhar & Co); Ashwin Ramanathan (AZB & Partners)

Why: TPG and Shriram Capital’s acquisition of the wholesale trading, institutional sales and franchise businesses of India’s debt-ridden retailer, Vishal Retail, set a precedent as India’s first significant distressed-asset buyout. It saw TPG and Shriram take over the floundering discount retail chain through a JV subsidiary, TPG Wholesale, after a slump sale approved by the High Court of India. But its successful culmination required the intervention of the RBI to ensure that banks with loans to Vishal were protected through a corporate debt restructuring exercise as well as the establishment of separate agreements with Vishal’s secured and unsecured creditors.

Finalists

Apax Partners Pipe investment in iGATE Corp
Apollo Global Management – Welspun Group
PEP – UFO Moviez India
Sequoia – Fashion & You
Serco – Intelenet
Sithe Global Power – SKS Ispat and Power
Zend Mauritius VC Investments / IFC – Magma Fincorp

Restructuring

Winner: GTL Group debt restructuring

Firms
Alliance Legal GTL Group companies
Luthra & Luthra Creditors
Wadia Ghandy & Co GTL Group companies

L-R: Fariyal Tahseen (Wadia Ghandy & Co); Vijaya Rao (Luthra & Luthra)

Why: The corporate debt restructuring (CDR) of the debt of the global group of companies of network services company GTL involved two public listed companies, GTL Limited, GTL Infrastructure Limited and SPV, Chennai Network Infrastructure Limited. Challenges for counsel included: issuance to the CDR lenders of hybrid instruments, convertible into equity shares; moratorium on interest payment; and promoter contribution in the form of investment in the companies. Not only was the restructuring high in value but also involved complex steps and processes with the lenders of the company who had executed the inter creditor agreement with the RBI.

Finalists

HPCL-Mittal Energy refinancing
HPCL-Mittal Pipelines refinancing
Share / Asmitha debt restructuring
Soma-Isolux NH One Tollway
Uttam Galva Steels debt consolidation and refinancing
Wockhardt restructuring


Project Finance

Winner: Alstom-Bharat Forge JV Mundra SEZ project financing

Firms
Bharucha & Partners Lenders
Luthra & Luthra Alstom Bharat Forge Power
Norton Rose Lenders

L-R: Aniket Sengupta (Luthra & Luthra); Nick Pettifer (IFLR/Asialaw)

Why: This involved two inter-linked project finance transactions for the US$1.2 billion Alstom-Bharat Forge JV companies in the Mundra special economic zone (SEZ). Alstom Bharat Forge Power and Kalyani Alstom were granted financial facilities of up to Rs 3,625 crores by a syndicate of banks led by Axis Bank and ICICI Bank. This was for manufacturing super critical and sub critical steam turbines, generators and associated auxiliaries and systems. The deal involved complex issues with respect to the inter-linking of term facilities and working capital facilities, in particular the waterfall mechanism and the priority of distribution of the cashflow between the term lenders and the working capital lenders.

Finalists

Hindalco Industries – Mahan Aluminium Project
ICICI / Bank of India – GMR Infrastructure Singapore
Jhajjar Power project financing
Jayaswal Neco Industries financing
OPIC SunEdison Gujarat project financing
Reliance/WRSS power transmission lines – Gujarat
Shapoorji Pallonji road project financing


Infrastructure & Real Estate

Winner: MSI – Isolux Corsán Concesiones JV

Firms
Allen & Overy Morgan Stanley Infrastructure Partners
Amarchand Mangaldas Morgan Stanley Infrastructure Partners
AZB & Partners Grupo Isolux Corsán
Davis Polk & Wardwell Morgan Stanley Infrastructure Partners
De Brauw Blackstone Westbroek Grupo Isolux Corsán
Garrigues Morgan Stanley Infrastructure Partners
Uría Menéndez Grupo Isolux Corsán

L-R: Ashwin Ramanathan (AZB & Partners); Jorge Martí Moreno (Uría Menéndez); Pratap Kumar (Allen & Overy); L Viswanathan (Amarchand Mangaldas)

Why: Morgan Stanley Infrastructure Partners (MSI) and Spanish engineering, construction, and concessions company Grupo Isolux Corsán invested up to US$400 million in a new JV between MSI and Isolux Corsán Concesiones, a large-scale infrastructure concessions subsidiary of Grupo Isolux Corsán. The investment was structured through multiple jurisdictions, each involving complex legal issues, and included a number of innovative governance, liquidity and earn-out features. It will be phased over a number of years based on the achievement of financing and project milestones, each of which needed to be provided for in the documentation. The JV is constructing three highway projects in India under long-term concession agreements awarded by the NHAI.

Finalists

HDFC – Marvel Group
ICICI Bank – Banihal Bypass
KPHPL road financing
Lanco Infratech – Griffin Coal
Leighton – Welspun
Mytrah Energy – Suzlon Energy
Omkar – IndiaReit


Teams of the Year

Capital Markets – Indian

L-R: Stephen Mulrenan (IFLR/Asialaw); Yash Ashar (Amarchand Mangaldas)

Winner: Amarchand Mangaldas

Finalists

AZB & Partners
J Sagar Associates
Khaitan & Co
Luthra & Luthra
S&R Associates
Talwar Thakore & Associates

Capital Markets – International

Michael Sturrock and Rajiv Gupta, Latham & Watkins

Winner: Latham & Watkins

Finalists

Allen & Overy
Clifford Chance
Davis Polk & Wardwell
DLA Piper
Jones Day
Linklaters
Shearman & Sterling

M&A – Indian

L-R: Stephen Mulrenan (IFLR/Asialaw); Abhijit Joshi (AZB & Partners)

Winner: AZB & Partners

Finalists

Amarchand Mangaldas
Khaitan & Co
Luthra & Luthra
S&R Associates
Talwar Thakore & Associates
Trilegal

M&A – International

L-R: Savi Hebbur (Linklaters); Nick Pettifer (IFLR/Asialaw)

Winner: Linklaters

Finalists

Allen & Overy
Herbert Smith
Kirkland & Ellis
Latham & Watkins
Shearman & Sterling
Slaughter and May

Private Equity – Indian

L-R: Stephen Mulrenan (IFLR/Asialaw); Shishir Mehta (Khaitan & Co)

Winner: Khaitan & Co

Finalists

Amarchand Mangaldas
AZB & Partners
IndusLaw
Luthra & Luthra
Nishith Desai Associates
Trilegal
Wadia Ghandy & Co

Private Equity – International

L-R: David Patrick Eich (Kirkland & Ellis); Nick Pettifer (IFLR/Asialaw)

Winner: Kirkland & Ellis

Finalists

Cleary Gottlieb
Covington & Burling
Linklaters
Paul Weiss
Shearman & Sterling
Simpson Thacher & Bartlett
Weil Gotshal & Manges


Teams of the Year /

In-House Teams of the Year

Project Finance – Indian

L-R: Anoop Vasu and Siddharth Saxena (Trilegal); Nick Pettifer (IFLR/Asialaw)

Winner: Trilegal

Finalists

Amarchand Mangaldas
AZB & Partners
Bharucha & Partners
Luthra & Luthra


Project Finance – International

L-R: Stephen Mulrenan (IFLR/Asialaw); Rahul Guptan, Sumesh Sawhney and Christoph Witte (Clifford Chance)

Winner: Clifford Chance

Finalists

Allen & Overy
Linklaters
Norton Rose
White & Case


Restructuring

L-R: Mohit Saraf (Luthra & Luthra); Nick Pettifer (IFLR/Asialaw)

Winner: Luthra & Luthra

Finalists

Amarchand Mangaldas
Majmudar & Partners
S&R Associates
Trilegal
Wadia Ghandy & Co


Capital Markets

Winner: ICICI Bank

Finalists

Canara Bank
Essar Energy
MakeMyTrip
Power Finance Corporation
Tata Power
Vedanta Resources


Mergers & Acquisitions

L-R: Kapil Kriplani and Ashish Garg (Vedanta Resources); Nick Pettifer (IFLR/Asialaw)

Vedanta Resources

Finalists

British Petroleum
Essar Group
FedEx Corporation
iGATE Corporation
Petronas
Reliance Industries


Private Equity

Blackstone Group

Finalists

Apax Partners
Bain Group
Carlyle Group
General Atlantic LLC
Kohlberg Kravis & Roberts
Norwest Venture Partners
TPG Capital


In-House Teams of the Year

Restructuring

L-R: Rahul Desai (GTL Group); Nick Pettifer (IFLR/Asialaw)

Winner: GTL

Finalists

HPCL
ICICI Bank
SIDBI
State Bank of India
Wockhardt Limited


Project Finance

L-R: Stephen Mulrenan (IFLR/Asialaw); Selvaraj K, Raju Dodti and Shishir Kumar (IDFC)

Winner: Infrastructure Development Finance Company

Finalists

ICICI Bank
Industrial Development Bank
of India
Power Finance Corporation
State Bank of India


Indian Investment Bank

L-R: Stephen Mulrenan (IFLR/Asialaw); Danish Shah, Kumar Medhavi and Sumit Lavate (Yes Bank)

Winner: Yes Bank

Finalists

Edelweiss Capital
Enam Securities
ICICI Securities Ltd
IDFC Capital
JM Financial
Kotak Investment Banking
SBI Capital


International Investment Bank

L-R: Abhimanyu Singh Poonia (Bank of America Merrill Lynch); Nick Pettifer (IFLR/Asialaw)

Winner: Bank of America Merrill Lynch

Finalists

Citigroup
Deutsche Bank
Goldman Sachs
JP Morgan
Morgan Stanley
Standard Chartered Bank
UBS

Indian Company

L-R: Sanjay Chauhan and Paritosh Basu (Essar Group); Nick Pettifer (IFLR/Asialaw)

Winner: Essar Group


International Company

L-R: Mukund Srinath (iGATE Corporation); Nick Pettifer (IFLR/Asialaw); Rakesh Udupi (iGATE Corporation)

Winner: iGATE Corporation




Firms of the Year

Dispute Resolution

L-R: Stephen Mulrenan (IFLR/Asialaw); Somasekhar Sundaresan (J Sagar Associates)

Winner: J Sagar Associates

Finalists

Amarchand Mangaldas
Kanga & Co
Karanjawala & Co
Luthra & Luthra
Mulla & Mulla
Wadia Ghandy & Co


Infrastructure

L-R: Rajiv Luthra (Luthra & Luthra); Nick Pettifer (IFLR/Asialaw)

Winner: Luthra & Luthra

Finalists

Amarchand Mangaldas
J Sagar Associates
Trilegal

Real Estate

L-R: Stephen Mulrenan (IFLR/Asialaw); Suraj Juneja and Amrita Goel (Wadia Ghandy & Co)

Winner: Wadia Ghandy & Co

Finalists

Amarchand Mangaldas
AZB & Partners
Luthra & Luthra


Intellectual Property

L-R: Rahul Ajatshatru (Anand & Anand); Nick Pettifer (IFLR/Asialaw)

Winner: Anand & Anand

Finalists

K&S Partners
Lall & Sethi
Lall Lahiri & Salhotra
Remfry & Sagar
SS Rana & Co
Singh & Singh


Labour & Employment

L-R: Stephen Mulrenan (IFLR/Asialaw); Akil Hirani (Majmudar & Partners)

Winner: Majmudar & Partners

Finalists

AZB & Partners
Fox & Mandal
India Juris
Kochhar & Co
Trilegal


TMT

L-R: Nishith Desai (Nishith Desai Associates); Nick Pettifer (IFLR/Asialaw)

Winner: Nishith Desai Associates

Finalists

AZB & Partners
J Sagar Associates
Naik Naik & Company
Trilegal


Bangalore

L-R: Stephen Mulrenan (IFLR/Asialaw); Leena Chacko (Amarchand Mangaldas)

Winner: Amarchand Mangaldas

Finalists

AZB & Partners
Dua Associates
Fox & Mandal
J Sagar Associates
Trilegal

Calcutta

L-R: Shishir Mehta (Khaitan & Co); Nick Pettifer (IFLR/Asialaw)

Winner: Khaitan & Co

Finalists

Amarchand Mangaldas
Udwadia Udeshi & Argus
Partners
Fox & Mandal

Chennai

L-R: Stephen Mulrenan (IFLR/Asialaw); Sanjay Mehta (Surana & Surana International Attorneys)

Winner: Surana & Surana International Attorneys

Finalists

Fox & Mandal
Kochhar & Co


Hyderabad

L-R: Pramod Rao (IndusLaw); Nick Pettifer (IFLR/Asialaw)

Winner: IndusLaw

Finalists

J Sagar Associates
Trilegal


New Delhi

L-R: Stephen Mulrenan (IFLR/Asialaw); Mohit Saraf and Rajiv Luthra (Luthra & Luthra)

Winner: Luthra & Luthra

Finalists

Amarchand Mangaldas
AZB & Partners
J Sagar Associates
Khaitan & Co
Trilegal


Mumbai

L-R: Shishir Mehta (Khaitan & Co); Nick Pettifer (IFLR/Asialaw)

Winner: Khaitan & Co

Finalists

Amarchand Mangaldas
AZB & Partners
Desai & Diwanji
Luthra & Luthra


Outstanding Achievement Award

Outstanding Achievement Award

L-R: Stephen Mulrenan (IFLR/Asialaw); Rekha Rajagopal (Bombay High Court) on behalf of K.K. Venugopal

Winner: K.K. Venugopal

Why: The Outstanding Achievement Award for 2012 went to Senior Advocate at the Supreme Court of India, K.K. Venugopal.

Designated Senior Advocate (the Indian equivalent of Queen's Counsel in England) by the Supreme Court of India in March 1972, Venugopal has received numerous honours throughout his career. These include the 'Grand Cross Award' and medal in 1997 from the Bar Association of Bagota in Columbia, as well as a medal and citation from the Bar Associations of Buenos Aires and Matanza, Argentina, for his achievements in human rights and legal multilingualism and multiculturalism. He also received the 2003 'Global Award' from the Chief Minister of Kerala and the Eswara Iyer, and the 'Distinguished Lawyer Award' from the Kerala Bar Federation.

A regular on the lecture circuit, Venugopal holds a number of important positions such as Vice-President of the Bar Association of India, and member of the Executive Council and General Council of the West Bengal National University of Judicial Sciences in Kolkata.

As the evening of the Awards was a working day for the Supreme Court of India, and he had a case that prevented him from attending, Venugopal asked his good friend, and well-known lawyer practicing in the Bombay High Court, Rekha Rajagopal to collect the award on his behalf.

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.


India and International Firms

of the Year

Indian

L-R: Bithika Anand (Legal League Consulting); Ashwath Rau and SH Bhojani (Amarchand Mangaldas)

Winner: Amarchand Mangaldas

Finalists

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

International

L-R: Bithika Anand (Legal League Consulting); Gautam Narasimhan, David Greenwood and Pratap Kumar (Allen & Overy)

Winner: Allen & Overy

Finalists

Davis Polk & Wardwell
Jones Day
Latham & Watkins
Linklaters
Shearman & Sterling

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