September, 2024

12 mins read

Legal transformation is accelerating — adapt or fall behind

Vipin Sharma - Vipin Sharma, Partner at Luthra & Luthra Law Offices 29 Sep 2024

In an engaging conversation with Kaushik Ghosh, Vipin Sharma, Partner at Luthra & Luthra Law Offices, reflects on his unexpected path into law and his focus on mergers and acquisitions. With a decade of experience advising foreign and domestic clients across diverse sectors, he highlights the rapid evolution of corporate law, emphasising the importance of staying ahead of trends like digital transformation and ESG compliance. Sharma’s inclusion in the BW Legal World’s ‘40 under 40 Elite Club’ underscores his significant impact in the legal landscape.

Legal transformation is accelerating — adapt or fall behind

What motivated you to pursue a career in law, and how did your education at GGSIPU and Queen Mary, University of London, shape your approach to the legal field?

Honestly, I was never inclined to pursue law and had no idea what the legal profession entailed as a career. I was always more interested in pursuing a career in the hotel management industry, and the fact that I ended up in the legal field happened by sheer chance. In hindsight, I can say it was one of the best coincidences, and pursuing a career in law was one of the best things that ever happened to me.

During law school, I considered myself an average student, but I am eternally grateful to my professors and the University School of Law and Legal Studies at GGSIPU. One of the biggest advantages of studying there was the opportunity to connect with students from other professional fields — like B-Tech, mass communication, journalism, and architecture — which broadened my horizons and shaped my personality.

After law school, I worked as a law researcher for Retd. Hon’ble Justice SN Dhingra. During this time, I explored potential career paths in law to enhance my skills. I realised that the UK, as a common law country, would allow me to specialise further. I applied to several universities and was fortunate to receive a scholarship from Queen Mary University of London, which enabled me to pursue my LLM.

Studying at Queen Mary was transformative. The exposure I gained from interacting with students from over 30 countries enriched my perspective and positively influenced my approach to work. I also owe immense gratitude to my parents, who supported my education financially and emotionally, despite their service professions.

You’ve specialised in corporate and commercial law, particularly in mergers and acquisitions and private equity. What drew you to these specific areas, and how do you stay updated with the latest trends and developments?

As I mentioned earlier, my first job and most of my internships were in the litigation and dispute resolution domain. However, while pursuing my master’s in law at Queen Mary University of London, I decided to specialise in corporate and commercial law, particularly in areas such as mergers and acquisitions, and financing.

My inclination towards corporate and commercial law grew during my LLM. It deepened my understanding of the field and introduced me to the appeal of being part of significant business transformations and deal-making processes. I found the intricate negotiations and the potential to make a substantial impact on companies both challenging and rewarding.

Staying updated with the latest trends and developments is one of the most difficult aspects, especially in a country like India, where the regulatory landscape is immensely dynamic and growing at a rapid pace. Under the current government, we’ve seen numerous changes in the legal and regulatory regime aimed at simplifying colonial laws and improving the ease of doing business. Examples include the replacement of the old criminal codes with the Bharatiya Nyaya Sanhita, Bharatiya Nagarik Suraksha Sanhita, and the Bharatiya Sakshya Adhiniyam, as well as new legislation like the Digital Personal Data Protection Act, 2023, and the consolidation of labour laws into four codes. There have also been significant developments in the environmental, social, and governance (ESG) regime, to name a few.

Staying informed is challenging, but I am thankful to my team and my firm. The various practice areas and their heads regularly circulate internal updates, which help keep us informed of recent changes and developments. As a firm, we ensure that whenever there is a significant development or judgement in our respective practice areas, an update is circulated internally. This ensures that everyone in the firm is up to date, and we can provide relevant updates to our clients as well.

You have structured and negotiated a wide range of transactions across various sectors. Can you share one of the most challenging cases you’ve worked on, and how you navigated the complexities involved?

This is one of the most difficult questions to answer, as every deal we handle is challenging, involves novel aspects, and is unique in itself. 

However, to address your question, I would say that assisting AION and the JSW Group in the acquisition of Monnet Ispat & Energy Limited (now listed as JSW Ispat Special Products Limited) through a National Company Law Tribunal-approved insolvency resolution process was one of the most challenging transactions I’ve worked on.

The government had identified and referred 12 debt-stressed companies (also known as the “dirty dozen”) for insolvency under the new insolvency and bankruptcy regime, that is, the Insolvency and Bankruptcy Code, 2016. Monnet Ispat & Energy Limited was one of these 12 companies. While representing AION and JSW Group as a consortium for the acquisition of Monnet Ispat & Energy Ltd under this new regime, we faced numerous ambiguities in the implementation of the code. There was a lack of clarity on several key issues, such as the extinguishment of past liabilities, transfer of employees, transfer of licenses and registrations, and the value to be assigned for acquisition, all of which made the transaction incredibly challenging.

Despite these obstacles, my team and I were able to navigate the regulatory complexities and successfully execute the transaction for our clients.

It’s also worth noting that this was the first cross-border acquisition by a private equity fund in India and one of the first listed entities in the country for which a resolution plan was submitted.

You were included in the BW Legal World — 40 under 40 Elite Club of Lawyers and Legal Influencers in 2023. How has this recognition impacted your career?

This recognition does not solely acknowledge me, but also recognises my team and my firm, and is a testament to our collective effort and commitment to excellence. Being included in this prestigious list is an honour, and it has certainly had a positive impact on my career. It has strengthened my credibility and further motivated me to continue providing my clients with astute legal advice and assistance. 

As a partner at Luthra & Luthra Law Offices India, how do you balance your responsibilities of leading a team while also managing high-stakes legal transactions? What leadership principles guide you?

Undoubtedly, the legal profession is very demanding and comes with its ups and downs. The position of a partner brings increasing managerial responsibilities, and sometimes juggling these alongside complex deals can be quite challenging. However, with the right balance of strategic delegation and effective time management, I’ve been able to navigate these high-stakes transactions while ensuring all client requirements are met.

It’s worth mentioning that at the firm, we consider ourselves one family, and everyone is very supportive. Often, a deal may involve various nuances that spill over into different practice areas such as tax, antitrust, or dispute resolution. In such cases, all the partners from the respective teams are always ready to assist each other. From that perspective, I’ve never faced any difficulties in executing a transaction.

As for my guiding principles, I draw inspiration from my mentors, under whose guidance I’ve worked. One key takeaway from their vast experience is that when working for a client — whether issuing an opinion, drafting a contract, or representing them in court — it’s crucial to be clear in your thoughts, and these thoughts must be explicitly and simply conveyed in the documentation, avoiding any obscure or complex language.

The legal field is constantly evolving, especially with the integration of technology and changing regulations. How do you stay ahead of these trends, and what innovations in the legal industry excite you the most?

The integration of technology into the legal field presents a complex and evolving landscape.

The legal industry is undergoing a rapid transformation driven by technological advancements and changing regulations, making it essential for lawyers to stay ahead of these trends

Fortunately, at our firm, we work collaboratively, and our colleagues regularly take the initiative to keep us updated on recent developments in law. They provide updates on notifications, circulars, regulations, and other pertinent information issued by the government.

Among various trends, the ease of legal operations, process outsourcing, AI, and remote working are some of the significant changes adopted by the legal industry. However, one must exercise caution when using artificial intelligence tools and services, ensuring the outcomes are cross-verified, as misuse can lead to severe negative consequences. I have personally observed instances where individuals rely on AI tools without applying critical thinking.

Additionally, while the pandemic created chaos on both personal and professional fronts, it also played a pivotal role in driving innovation in the legal field. We never imagined that lawyers could work from home or that courts could operate online; however, to everyone’s surprise, the industry adapted rapidly to these changes.

In essence, innovation is propelling the legal industry forward by improving efficiency, enhancing client satisfaction, and creating new opportunities. As lawyers, we should be well-prepared to embrace these changes and continue evolving with the times.

Building strong client relationships is crucial in legal practice. How do you approach client communication and ensure that you meet their expectations, especially in complex and high-value transactions?

The Advocates Act, 1961 identifies lawyers and advocates as professionals with a duty to assist the court and protect their clients’ interests. Adhering to this duty forms the foundation of how we approach client relationships. If you diligently represent your clients and consistently safeguard their interests, strong client relationships naturally follow. There’s no need to actively pursue clientele.

Strong client relationships are built through trust and delivering exceptional value, particularly in high-stakes, complex transactions where precision and insight are critical!

I also believe that sharing timely, relevant legal updates, especially those that could impact a client’s business, adds significant value to the relationship. It demonstrates not just competence, but a proactive approach to safeguarding their interests.

With the rapid evolution of global markets and regulatory landscapes, where do you see the future of corporate law heading, and how are you preparing for these changes?

Corporate law is undergoing significant transformation driven by technology, globalisation, and societal shifts. Key trends include digital transformation, a focus on ESG criteria, global interconnectedness, the introduction of GIFT City, and the rise of AI. These trends present both opportunities and challenges for lawyers.

The future will require lawyers to adapt to new technologies, navigate complex regulations, and balance the interests of diverse stakeholders. We must prepare for critical development areas, such as transparent reporting of ESG metrics, secure online transactions, green energy initiatives, and effective mechanisms for resolving international disputes.

In today’s dynamic environment, corporate lawyers must be well-versed in ESG compliance, digital transformation, and the complexities of international transactions to effectively advise clients

Given India’s commitment to achieving net-zero carbon emissions by 2070, I anticipate an increasing emphasis on ESG-related compliance and disclosures from the government. We, as lawyers, need to be well-versed in this area to effectively advise our clients on emerging legal issues.

I believe that with rapid technological advancements and a supportive legal landscape in India, corporate transactions are going to skyrocket — evidenced by the increase in cross-border deals. Therefore, as lawyers, we should be prepared to embrace this global exchange.

At last, what suggestions would you give to the leaders of the future?

The world is evolving rapidly, and we need new leaders who are adaptable, forward-thinking, and empathetic. I encourage young people to develop these core competencies.

For lawyers specifically, given the evolving legal landscape, it’s essential to focus on key skills such as analytical thinking, effective communication, networking, and technology proficiency. Additionally, awareness of ethical and professional standards is crucial, as is the cultivation of business acumen.

It’s also noteworthy that India is a ‘youth capital,’ with over 808 million people —approximately 66 per cent of the overall population — under the age of 35. Individuals aged 13 to 35 make up over 40 per cent of the Indian population, as defined by the National Youth Policy.

Future leaders must be adaptable, forward-thinking, and empathetic, with a strong focus on analytical skills, communication, and ethical professional standards

Drawing inspiration from the preamble of India, which upholds the principles of socialism, secularism, and democracy, future leaders should strive to create a better environment for everyone. Personal values, such as dignity, honesty, and diligence, should remain a priority for the youth and emerging leaders. Additionally, we must not lose sight of the importance of environmental conservation and good governance practices.

As India is projected to become the world’s third-largest economy by 2030, I firmly believe that if all of us — especially the youth, who will drive this growth — keep these qualities in mind and work diligently, then India’s growth story will be unstoppable.