कमशिर्अल लॉयर म्हणजे काय, त्याचं काम, त्याची फी किती असे अनेक प्रश्न उभे राहतात. कायदेशीर आणि व्यावसायिकतेची (लीगल अॅण्ड कमशिर्अल) सांगड घालणारं हे नवं क्षेत्र आहे. परदेशात ही संकल्पना तशी जुनी आहे. भारतात हा प्रकार तितकासा सर्वज्ञात झालेला नाही. या क्षेत्रात मराठी माणसाची मान उंचावणारं नाव म्हणजे सॉलिसिटर नितीन पोतदार. 'जे. सागर असोसिएट्स' या भारतातील दुसऱ्या क्रमांकाच्या लॉ फर्ममध्ये सीनिअर पार्टनर म्हणून ते काम करताहेत.
कमशिर्अल लॉयरचा आथिर्क क्षेत्राशी संबंध येतो. 'अॅक्विझिशन अॅण्ड मर्जर्स' (Acquisitions & Mergers), 'परकीय गुंतवणूक', 'जॉइण्ट व्हेंचर्स' (Joint Ventures), 'फॉरेन कोलॅब्रेशन' (Foreign Collaborations), 'प्रायव्हेट इक्विटी फण्ड्स' (Private Equity Funds) या गोष्टींमध्ये त्यांची अत्यंत महत्त्वपूर्ण भूमिका असते. याचा साधा अर्थ असा की कोणतीही परदेशी कंपनी भारतात आपले पाय रोवत असेल तर त्यास पोतदार या कमशिर्अल लॉयरशिवाय एकही पाऊल पुढे टाकता येणार नाही. खासगी भागभांडवल आणण्यापासून ते एखादी कंपनी ताब्यात घेण्यापर्यंत अनेक गोष्टींमध्ये तल्लख मेंदूची गरज असते. अत्यंत क्लिष्ट आणि रुक्ष वाटणाऱ्या विषयात पोतदार मध्यस्थाची भूमिका बजावतात. दोन्ही कंपन्यांची आथिर्क क्षमता, त्यांचे ब्रॅण्ड्स, त्यांची उद्दिष्टं, लक्ष्य, उलाढाल, गरज या सगळ्यांचा विचार केला जातो. पोतदार यांच्याकडे क्लायण्ट म्हणून येणाऱ्या कंपन्या त्यांचा सल्ला घेतात. त्या वेळी त्यांना दोन्ही बाजूंच्या क्षमतांचा विचार करून योग्य निर्णय घ्यायचा असतो. ही तारेवरची कसरत असून नेमकेपणा आणि कोणाचंही नुकसान होणार नाही, याची खातरजमा करून निर्णय घ्यायचे असते. हेच पोतदार यांचं वैशिष्ट्य मानलं जातं.
संबंधित कंपन्यांच्या प्रमोटरशी डिलिंग करणं, औद्योगिक परवाने, नियम, परदेशी गुंतवणुकीसंदर्भातील देशाची ध्येय-धोरणं, सेबीची भूमिका, एमआरटीपी कायदा अशा कैक गोष्टींमध्ये पोतदार यांची मदत लागत असते. यावरुनच हे अवघड काम इतर कोणत्याही वकिलांपेक्षा वेगळं असल्याचं कळून येतं.
या सगळ्यात विश्वासार्हता ही फार मोठी गोष्ट असते. दोन्ही बाजूंना आपल्याविषयी विश्वासाची भावना असणं, हा यातील महत्त्वाचा भाग असतो. कोणताही दुजाभाव न करता भावनावश न होता काटेकोरपणे निर्णय घ्यायचे असतात. त्यासाठी अभ्यासाबरोबरच संबंधित गोष्टींचं ज्ञान असणं आवश्यक आहे, असं नितीन पोतदार सांगतात.
त्यांच्या या कौशल्याची पावती जगभरातून मिळत आहे. लीगल ५०० मॅगझिनतफेर् 'एक्स्पर्ट ऑन प्रायव्हेट इक्विटी २००७'मध्ये त्यांचा गौरवपूर्ण उल्लेख केलेला आहे. लंडनच्या 'चेम्बर्स अॅण्ड पार्टनर्स' संघटनेने त्यांच्या कामाचं कौतुक केलं आहे. याशिवाय, महत्त्वाचं म्हणजे या करिअरची माहिती लॉच्या विद्यार्थ्यांना व्हावी म्हणून अनेक संस्थांमध्ये ते त्यांच्याशी संवाद साधतात. अगदी पहिल्या वर्गातील विद्यार्थ्यांना नेमक्या करिअरची माहिती देण्यासाठी ते कायम उत्सुक असतात.
माझे मित्र श्री. सुधीर रायकर यांनी माझी मुलाखत "Leaders Speak" या सदराखाली Indiainfoline या वेब साईटसाठी घेतली व प्रसिद्द केली. त्यांच्या संमतीने ती खाली देत आहे.
एकुणच कॉर्पोरेट लॉयर म्हणजे काय असतं, मी या क्षेत्रात कसा आणि का आलो? कॉर्पोरेट लॉयर म्हणुन मी नेमक काय काम करतो याची माहिती माझ्या अनुभवावरुन मी देण्याचा प्रयत्न मी केला. काही महिन्यांपुर्वी मला काही मराठी तरूणांनी माझ्य़ा प्रोफेशन म्हणजे "कॉर्पोरेट लॅ" विषयी माहीती विचारली होती. कॉर्पोरेट लॉयर होण्यासाठी काय कराव लागेल याची सुद्दा माहिती विचारली होती. अशा अनेक प्रश्नांनाची उत्तर मी देण्याचा प्रयत्न केलेला आहे. धन्यवाद.
INDIA INFO LINE
Noted American humorist Will Rogers once remarked “The minute you read something that you can't understand, you can almost be sure that it was drawn up by a lawyer”. Loads of legal paraphernalia worldwide still give us enough reason to agree with Rogers even though his remark was largely in lighter vein. Thankfully though, there are few lawyers across the globe that have demystified and simplified the intricacies of legal profession with their clarity of thought and authority of action. These lawyers are more attuned to the philosophy of the legendary Greek philosopher Plato who rightly observed “No law or ordinance is mightier than understanding”
Nitin Potdar, Senior Partner, J Sagar Associates is certainly one of them. Right from his formative years, he seemed absolutely sure of his calling in life, fond of ensuring justice and passing verdicts that he was. He was only in the eighth standard when a family astrologer predicted a flourishing legal career for the child prodigy. More so, the zing of determination in the lad’s mind to make his mark in an offbeat profession was as pronounced as the ring of destiny that the stars foretold.
No wonder, post his B. A. from Mumbai University in Economics and Politics, he aspired to become a solicitor by choice. Today, in a career spanning over 23 years, he’s the corporate lawyer of choice. A widely acclaimed foreign investment expert, he’s advised the best of Indian corporate houses and MNCs on intricate matters like mergers & acquisitions as also sourcing and managing capital through private equity and stock markets across verticals of entertainment, Pharma, IT, FMCG, Engineering, Automobiles and Cement. He’s been recognized by the coveted Asia Pacific Legal 500 as a Private equity expert of international repute. He has won accolades from the Chambers & Partner, London for his pioneering consulting work in M & A, FDI, private equity and partnership contracts. He was member of International Bar Council’s “India Advisory Group’ as also the working Group on Indian Merger Control rules of the International Bar Association. Since the last five years, he has been a revered member of The Chamber of Tax Consultants Corporate Committee.
In this tete-a-tete with Sudhir Raikar, Nitin Potdar looks back on the milestones of his momentous career as also shares his dreams going forward.
Your track record of education and employment is a sensational life story of aspiration and achievement. Tell us more about it.
After my graduation from Ruia College in Economics and Politics, I enrolled myself at the Government Law College, Mumbai. My initial ambition was to become a civil lawyer, largely unaware of Corporate Law that I was at the time.
My early tenures were far from lucrative but enlightening all the same. The first employer was a small boutique firm called M/s. V. A. Phadke & Co which paid me an internship of Rs. 500 per month. But on the work front, I was happy with my varied work profile that included property feuds, family disputes and general litigation. However, by this time, I had grown a marked fascination for corporate work.
That’s precisely why I joined the reputed firm Crawford Bayley (CB) as soon as I cleared the solicitor’s examination in 1991. As a junior Lawyer, I was paid a joining salary of Rs. 1800 per month (Today, the entry-level salary for a fresh law graduate is Rs. 60,000 per month). I learnt much later that my own secretary earned more than me on account of overtime! But again, the work exposure was tremendous and that was what I cared for. After all, I was employed with a firm with established brand equity and more important, was invariably entrusted with complex and high profile legal work.
It was only divine coincidence that my entry into CB coincided with the process of liberalization initiated by the then finance minister Dr. Manmohan Singh. All of a sudden, a whole new world of opportunities beckoned us from all quarters of the world. I was loaded with prime consulting engagements with multinationals like Bayer, BASF, Siemens, Colgate, Proctor & Gamble, Unilever, Nestle, Kelvinator, Tata, Fiat, Total SA who were keen on establishing and consolidating their presence in the ‘New India’.
After an eventful decade with Crawford Bayley, I was invited to join as partner with the then top most law firm Amarchand Mangaldas (AM) in 1999. I latched on to the opportunity in a remarkable stint that culminated only in the year 2005. I learnt a lot from both Shroffs, whilst Cyril is extremely meticulous, Shardul is a born visionary!
In 2005, I joined J. Sagar & Associates (JSA) as M&A Partner in their Mumbai Office. Structure wise, JSA is a truly professional law firm. All partners have a defined retirement age and most important, all have unanimously agreed not to induct any of our relatives in the firm. This makes us a unique law firm, probably one-of-its-kind in the whole world with a stringent partnership framework. Admission and promotion at JSA is strictly on the basis of three criteria, (1) merit, (2) merit and (3) merit! As a result we attract a lot of fresh and lateral talent from the profession. When I joined JSA in 2005, we were 9 partners and 45 associates. Today, we are 40 partners and almost 200 associates. The volumes speak volumes about our size and scope.
I must say that I have been fortunate to experience such a vivid professional collage. Whether small boutique, vintage style, family run and professionally structured, I have worked with all kinds of law firms. Fortunately again, I have had good memories with all stints that I would undoubtedly cherish all throughout my life.
You have several achievements etched against your name especially in the area of M&A?
I have had the unique opportunity to gainfully revolve around the evolution of liberalization in India post 1991. Whether the birth of SEBI or the refinement of its takeover regulations, replacement of FERA by FEMA or the New Competition Law in lieu of MRTP, I have experienced the most tangible outcomes of all these transformational developments.
In terms of work, there are several milestones that come to mind. Prime among them would be representing Colgate-Palmolive in the 130 crore acquisition of Cibaca tooth paste in 1994; FIAT SpA for their India entry, Bayer AG in the acquisition of ABS Industries Ltd in 1997; Shah family of Anchor Electricals for its sale to Japanese electrical giant Panasonic at a valuation of JPY 50 billion (Rs. 2000 Crores) and the recent engagement with the British Government for providing financial assistance to Tata Jaguar. I have also won few landmark high profile Court battles which include representing LIC to fight against its own nominee directors on the board of Larsen and Toubro restraining them against augmenting shares under employee stock options scheme, and now representing MCX-SX for its ongoing stand against SEBI.
You are widely acclaimed as a top-notch foreign investment (FI) advisor. In that context, what’s your take on the FI prospects for India?
The FI climate has definitely changed for the better. The latest big leap in this direction is the landmark judgment of the Supreme Court of India (SC) in favour of Vodafone International Holdings B.V. tax- exempting transfer of shares of overseas companies as it falls outside the Indian tax jurisdiction. The decision would play a significant role in India’s future tax policy on international transactions. Even otherwise, the process of liberalization has only zoomed in the right direction. Our Prime Minister Dr. Manmohan Singh, the architect of liberalization in 1991, is now at the helm of the country’s affairs. What more could we wish for the seamless continuity of liberalization spree?
The integration of Liberalization with Globalization coupled with the emergence of Information technology has thrown humungous opportunities for young Indians to see beyond and rise above. The growing list of emerging business leaders and professionals has demonstrated that Idea is capital today! A whole new India is under construction. It is our responsibility to make the growth inclusive and make India a self sufficient and independent economy of the world. Our nation cannot be built merely by resources; it merits vision in more than proportionate measure.
Any role models or idols that shaped your thoughts and actions over the years...
I would say the opportunity to work with Mr. R. A. Shah, senior most partner of the oldest law firm CB was the golden period of my career. More than a highly regarded Corporate Lawyer, he is a very humble man. His ability to easily connect with people all across is outstanding. He would treat a Chairman of a large corporation and a junior Legal officer with the same respect and dignity. He taught me how to take any problem head on. Most important, I learnt from him how to get the best out of conflicting situations and difficult people. I still remember our extensive brainstorming on structuring Joint Ventures and resolving deadlocks for several clients. His analysis, interpretation and articulation were always geared to provide a solution-centric advice.
I also got to work very closely with lot of senior foreign lawyers and in-house counsel of several large multinational companies who fashioned my thoughts and action. Thanks to my rich exposure and experience, I am no more a mere corporate legal counsel. I offer a wholesome blend of business and legal advice playing the role a ‘trusted business advisor’. It gives me immense pleasure in building business relationships whether local or global.
What would be you advice to a young lawyer who wants to make a mark in the chosen field?
The legal profession has undergone a sea change and many more developments beckon us from the mists of the future. I am happy to note that students are taking up law by choice today. Earlier, admission to Law College was more by default. Today, you need to have a minimum of 85% in XII standard to get into a college of repute.
The new Law Schools which have come up in the last two decades have positively changed public perception about the legal profession. At the same time, a law degree per say is not the passport to success either. Hard work and patience are two priceless virtues for those who wish to make it big professionally. The entry may seem easier given the option of many law colleges that admit students with lower grades. However, sustaining and growing in this profession is extremely difficult as it is based on the quality of experience alone. Exposure with good law firms is extremely vital for a building a successful career. Internship is critical right from the first year of law education.
As one moves up the value chain, one appreciates the fact that a corporate legal advisor needs much more than good academic scores. He or she needs the agility to grasp various business models and management strategies as also the ability to deal with different people and taxing situations at the same time.
There are quite a few misconceptions about lawyers in the minds of common people. Given your strong commitment to the social cause as an author and public speaker, have you tried to put your profession in perspective?
Yes several fallacies abound, particularly in the smaller towns where the corporate law practice has not developed. This I guess will still take some time. I have been a visiting faculty at ILS Law College, Pune, and few other colleges. I take personal interest in explaining the profession and the guiding students for developing their career in legal profession.
Your Marathi book "Pragati cha expressway" received phenomenal response as did the newspaper column that shaped the book.
As JRD Tata once said, what came from the people must go back to the people. I strongly believe in this philosophy. Having worked for many large Multinational and Indian companies, I thought it is important to offer my expertise to small time businessmen or professionals who may not have access to professionals like us on one on one basis. Hence I decided to write articles on management and entrepreneurship in Marathi which is the local language of Maharashtra. I sincerely believe that even a roadside fruit or vegetable vendor is an entrepreneur in his own right and merits all the encouragement and moral support from professionals like us.
How do you strike your work-life balance amidst hectic schedules and globetrotting? Any pursuits of passion?
I am a people’s man! I think every human being is an open university worthy of adulation and emulation. I am an avid traveler and art lover who loves to meet people from different countries and appreciate cultural heritage across borders. I am an extremely positive thinker. Action to me is more powerful than words.
What are your dreams and aspirations going forward?
As I mentioned earlier, I am truly inspired by JRD Tata’s philosophy. I am committed to provide business advice to small time businessmen and professionals. I am keen to share the knowledge and experience that I have gained over the years in foreign collaborations/ joint ventures and Mergers & Acquisitions to the next generation lawyers so that they in turn help in building businesses, which is nothing but an integral part of Nation building. Besides that, I don’t have any specific target in mind.