Battle strategies

Ajit Yadav, president and group general counsel at Vedanta Resources, and Ashok Sharma, founder president of the Indian Corporate Counsel Association, talk to India Business Law Journal about the role of in-house counsel and their struggles in resolving disputes

The cover story of the November 2012 issue of India Business Law Journal examined the challenges that businesses face when embroiled in disputes in India. In a follow-up to this feature, India Business Law Journal’s editor Vandana Chatlani sat down with two prominent in-house counsel at New Delhi’s iconic Taj Mahal Hotel to discuss the changing dynamics of the profession and their frustrations with the country’s dispute resolution system.

India Business Law Journal (IBLJ): Gentlemen, please tell us a little about yourselves and your thoughts on the evolving role of general counsel in India today.

Ajit Yadav, president and group general counsel, Vedanta Resources: I’ve worked for a large number of years in the corporate world in India. I started my professional career with the civil service, but left the government after a short stint and then spent several years at Unilever India, which was then called Hindustan Lever. That’s where I was trained. In between I worked for Ranbaxy Laboratories where I did their international M&A work. I went around buying companies in Ireland, Poland, New Jersey and set up industries in Malaysia, Indonesia, Nigeria, etc.

Then I worked with PepsiCo South Asia, based out of New Delhi. I sat on their board for six years. Now of course I work for the Vedanta group, where we have a team of 65-70 lawyers. I’ve moved from soaps and pharmaceuticals to beverages and now natural resources.

Ashok Sharma, president, Indian Corporate Counsel Association: I started as an advocate in Delhi High Court, practising there for almost four years. After that I joined Punjab & Sind Bank as a law officer. However, I spent the vast part of my career – over 25 years – at Indian government-owned MMTC [Metals and Minerals Trading Corporation of India]. MMTC has more than 25 in-house lawyers.

IBLJ: The growth of Indian companies and their increasing forays overseas have clearly affected the role of a general counsel. What is expected from company lawyers like yourselves?

Ajit Yadav: When I was at Unilever, a reputed organization, law was a very critical function. In those days, my role was like that of a cricket umpire who would need to be quick to point out what could not be done. The world has now transformed for in-house lawyers. Today you are first an executive and then a lawyer.

You must work with business managers and play an active role in driving the business. That is particularly so in industries which have recently been opened up through liberalization. Natural resources is one of those industries.

IBLJ: What was the most difficult part of your transition from a lawyer to a commercially savvy business executive?

Ajit Yadav: That’s a very pertinent question. While the common thread is law skills, what has changed and what in-house counsel must grapple with is how to manage risks. The environment is so volatile; the larger the business, the sharper the demand for counsel who have the skills to handle risks. From statutory litigation to risk assessment to building your horizon and the strategy to reach it is the challenge. The success of general counsel lies there – to hold the hands of business leaders and move through the regulatory maze in areas like ours. The regulatory framework for the mining, minerals, oil and gas industries, which opened up 10 years ago, is evolving.

Ashok Sharma: I had just taken over as head of legal of MMTC in 1991. Our biggest challenge was acquiring knowledge of the new areas in which MMTC had to expand post liberalization. MMTC had to transform itself from a canalizing agency into a multi-product trading company. As a part of this diversification the company had planned six joint ventures in diverse fields such as commodity exchange, gold refineries, retail stores, iron ore handling berths, etc. This was the first time we in the law division had to vet shareholder agreements and joint venture agreements. We had to learn how to negotiate when sitting across the table from international parties. It was about quick learning on the job.