India Business Law Journal reveals the most significant deals and disputes of 2020 and the law firms that worked tirelessly in bringing them to fruition. By Rebecca Abraham

The year gone by has been unlike any other. As the covid-19 pandemic triggered lockdowns in India and other jurisdictions, deal activity slowed down considerably. But this changed in the second half of 2020, when both deal numbers and sizes picked up, as dealmakers and their advisers adjusted to the new normal.

For some slivers of the economy – such as edtech and online gaming – 2020 provided the perfect opportunity to forge ahead. Fintech firms have also flourished. India saw five fintech companies achieve valuations of more than US$1 billion in the course of the past year. Bengaluru-based Razorpay was one of them, and a recent US$100 million funding round it had is one of the deals featured in our report.

It was also a good year for Reliance Industries, and specifically Jio Platforms, which attracted a mouth-watering US$20 billion in investment. This is in keeping with findings in Mergermarket’s global deal report for 2020, that mega deals – those of US$5 billion or greater – experienced “an impressive surge” during the year.

Innovation and tenacity of legal advisers

The fact that deals continued to happen after the onset of the pandemic speaks volumes about the tenacity, and perhaps even courage, of the dealmakers and their advisers.

While many of the deals and disputes showcased in our report made headlines, several are more low-key, but are likely to have interesting consequences. Some, such as the vaccine maker Serum Institute of India’s investment in Mylab Discovery Solutions, speak to the concerns of the times we live in.

While India’s largest and better-known firms continue to dominate the deals showcased, several law firms that find a place alongside them are less well-known. This is in keeping with a trend that has been apparent in the Indian legal market for some years – the emergence of a middle rung that is growing in strength and confidence.

The investment into Mylab Discovery Solutions, for instance, had only one legal adviser, Parinam Law Associates, which is a young law firm set up by two lawyers who peeled away from larger firms. Parinam Law Associates was named one of India’s best new law firms in the India Business Law Journal Law Firm Awards 2020.

These signs of resilience co-exist with underlying and powerful stresses and strains that continue to plague many companies. For now, insolvencies are at a standstill with the suspension of the Insolvency and Bankruptcy Code, but financial creditors struggle. The restructuring of loans through the Reserve Bank of India’s 7 June 2019 Prudential Framework for Resolution of Stressed Assets has provided some relief.

RattanIndia Power’s landmark one-time settlement of debt was the first instance of a resolution of debt using this framework. Similarly, the debt restructuring of Suzlon Energy and subsidiaries was the largest debt restructuring using the framework.

These deals and many others of significance find their place in our report.

METHODOLOGY

India Business Law Journal selected 50 landmark deals and disputes that closed, or had a significant development, between 1 December 2019 and 30 November 2020, following intensive research and consultation. The deals and cases were chosen subjectively based on transactional data, submissions received from Indian and international law firms, and interviews with India-focused legal and corporate professionals.

In deciding the winning deals and cases, our editorial team evaluated the significance of all shortlisted contenders from a legal and regulatory standpoint. Deals were chosen not only for their size, but for the novelty and complexity of the transaction or case, and for any precedents that may have been established. The same criteria were applied in choosing the star deals.

Capital marketsDisputesInsolvencyM&A and joint venturesPE/VCOther

Capital Markets


STAR DEALS

Reliance Industries’ rights issue

VALUELAW FIRMS
US$7.1 billionAZB & Partners
Khaitan & Co
Latham & Watkins
Sidley Austin

Described as the largest rights offering by a non-financial services company globally in the past 10 years, and India’s largest rights issue to date, Reliance Industries’ US$7.1 billion rights issue also involved the “first instance of institution of a separate non-ASBA [applications supported by blocked amount] and non-cash-based mechanism”, which enabled residents to apply online and pay through internet banking or a unified payment interface mechanism. The blockbuster deal was, after all, taking place during the covid-19 pandemic.

The deal closed on 11 June and was Reliance Industries first rights issue in three decades.

AZB & Partners, with partner Ashwath Rau leading, advised Reliance Industries on Indian law aspects of the issue and Sidley Austin, with partner Manoj Bhargava leading, acted as US counsel to the company.

Khaitan & Co, with executive director Sudhir Bassi leading, advised the 14 book-running lead managers – the largest syndicate of investment banks to date on any Indian capital markets transaction, while Latham & Watkins, with partner Rajiv Gupta leading, was international legal adviser to the same group.

STAR DEALS

Bharti Airtel’s monster QIP, FCCB

VALUELAW FIRMS
US$3 billionAZB & Partners
Latham & Watkins
Linklaters
Shardul Amarchand Mangaldas & Co

In what was reportedly the “largest ever dual tranche equity and FCCB [foreign currency convertible bond] offering in the Asia-Pacific, largest QIP ever by a private sector issuer in India, and largest FCCB offering from an India issuer in the last 12 years” Bharti Airtel raised US$2 billion through a qualified institutional placement (QIP) and US$1 billion through the issue of foreign currency convertible bonds.

The deal closed on 17 January 2020 and saw a strong response from global, Asian and Indian investors, being oversubscribed multiple times.

AZB & Partners and Linklaters Singapore advised Bharti Airtel. Shardul Amarchand Mangaldas & Co (partner Prashant Gupta led the firm’s team) and Latham & Watkins were advisers to the managers and book-running lead managers.

HDFC’s QIP a complex issuance

VALUELAW FIRMS
US$2.3 billionAZB & Partners
Cyril Amarchand Mangaldas
Dentons

While the Housing Development Finance Corporation was the seventh company to launch a qualified institution placement (QIP) after the onset of the covid-19 pandemic, AZB & Partners, which advised on the US$2.3 billion deal, said it was “the first QIP by an Indian company” that comprised the issue of three instruments – equity shares, warrants and non-convertible debentures.

The issue closed on 11 August 2020. AZB & Partners, with partner Varoon Chandra leading, advised the Housing Development Finance Corporation on the QIP, while Cyril Amarchand Mangaldas advised the book-running legal managers as to Indian law, and Dentons, with London-based US securities partner Cameron Half leading, acted as sole international and US securities counsel to the book-running lead managers.

Yes Bank’s FPO a ‘landmark issuance’

VALUELAW FIRMS
US$2 billionAZB & Partners
IndusLaw
Linklaters

When Yes Bank’s US$2 billion further public offering (FPO) of equity shares closed on 17 July 2020, the bank had been through an extended period of turmoil, including a breach of its statutory capital requirements, the imposition of a moratorium, and the arrest of its co-founder and former CEO, Rana Kapoor. Yet the bank pulled off the FPO, which was 95% subscribed.

While AZB & Partners, with a four-partner team headed by Varoon Chandra, advised the bank, IndusLaw’s two-partner team, which included Manan Lahoty, advised the eight book-running lead managers on Indian law. Linklaters, with Singapore-based partner Amit Singh leading, advised the book-running lead managers on international law.

“The recent RBI-imposed [Reserve Bank of India] moratorium, and the reconstruction of the bank, presented some unique regulatory challenges that the team had to carefully navigate,” noted IndusLaw.

Describing the deal as “a landmark issuance”, Linklaters’ Singh said the FPO “was a complex transaction which required us to pay particular attention to disclosure and diligence”.

Gland Pharma’s complex IPO

VALUELAW FIRMS
US$872 millionCyril Amarchand Mangaldas
Herbert Smith Freehills
Khaitan & Co
S&R Associates

Gland Pharma’s ₹64.8 billion (US$872 million) IPO, which closed on 17 November 2020, was reportedly the largest in India’s pharmaceutical sector, and the first IPO by an Indian company that has a Chinese promoter.

Hyderabad-based Gland Pharma was 74% owned by China’s Shanghai Fosun Pharma before the offering, and as such, according to S&R Associates, the legal counsel to the book-running lead managers as to Indian law, the deal involved “complex structuring and regulatory approvals across jurisdictions”.

Advising on this deal were: Khaitan & Co, with partners Abhimanyu Bhattacharya and Aditya Cheriyan, as legal counsel on Indian law to Shanghai Fosun Pharmaceutical (Group) and Fosun Pharma Industrial; Cyril Amarchand Mangaldas, as legal counsel to Gland Pharma, and the other selling shareholders as to Indian law; S&R Associates, with partners Sandip Bhagat and Jabarati Chandra, as legal counsel on Indian law to the four book-running lead managers; and Herbert Smith Freehills, with partner Siddhartha Sivaramakrishnan leading, as international legal counsel to the book-running lead managers.

Voluntary delisting of Hexaware Technologies

VALUELAW FIRMS
US$600 millionAllen & Overy
AZB & Partners
Cyril Amarchand Mangaldas
J Sagar Associates
Khaitan & Co
Kirkland & Ellis
Loyens & Loeff
Venture Law

When IT services company, Hexaware Technologies, completed a ₹41.46 billion voluntary delisting from the Indian bourses on 30 September 2020, it was the first company to do so since December 2018.

According to J Sagar Associates, which advised Baring Private Equity Asia, the PE company that owns the largest stake in Hexaware, the delisting was also India’s “only example of a fully sponsor-backed successful take-private transaction”.

The deal required financing, which was provided by a consortium of 12 arrangers that, according to adviser to the arrangers Allen & Overy, was “the largest ever syndicated leveraged financing in India”. The US$600 million borrowing was guaranteed by a Dutch vehicle owned by Baring Private Equity Asia funds.

AZB & Partners, with senior partner Zia Mody and partner Vaidhyanadhan Iyer leading, advised Hexaware Technologies. J Sagar Associates, with partners Vikram Raghani and Anand Lakra, advised Baring Private Equity Asia. Kirkland & Ellis was English law adviser to Baring Private Equity Asia, while Loyens & Loeff advised on Dutch law, and Venture Law advised on Mauritius law. Cyril Amarchand Mangaldas and Khaitan & Co advised the two merchant banks who were managers to the deal. Allen & Overy, with partner Gautam Narasimhan leading, advised the arrangers on the US$600 million financing.

Equitas Small Finance Bank’s IPO

VALUELAW FIRMS
US$70 millionCyril Amarchand Mangaldas
S&R Associates
Squire Patton Boggs

The first IPO by a banking company after the onset of the covid-19 pandemic, Equitas Small Finance Bank’s US$70 million IPO took almost 11 months from the filing of a draft red herring prospectus to closure. The bank is also reportedly the only small finance bank to go public during the pandemic.

While the stated objective of the IPO was to augment the Chennai-headquartered bank’s tier 1 capital base, it also meets a condition of its licence that small finance banks have to mandatorily list within three years of reaching a net worth of ₹5 billion. The deal closed on 2 November 2020.

Cyril Amarchand Mangaldas (CAM) advised Equitas Small Finance Bank and its promoter, Equitas Holdings, with a team led by partner Yash Ashar. S&R Associates, with a team that included partner Sandip Bhagat, was Indian legal counsel to the three book-running lead managers, while Squire Patton Boggs, with partner Biswajit Chatterjee leading, provided international legal advice.

Rossari Biotech’s IPO weathers covid delay

VALUELAW FIRMS
US$66 billionJ Sagar Associates
Shardul Amarchand Mangaldas & Co
Squire Patton Boggs

Rossari Biotech’s IPO was initially scheduled for 18 March 2020, but was cancelled when market conditions worsened on account of the covid-19 pandemic. When it eventually took place, it was India’s first after the 24 March 2020 lockdown began, and showcased India’s ability to swiftly move into a digital world, being hailed as a first of its kind for an IPO. In addition, the company and the book-running lead managers behind the US$66 million IPO were praised for the confidence they showed in moving forward in tough times. The IPO was oversubscribed 80 times and closed on 21 July.

Shardul Amarchand Mangaldas & Co, with partner Prashant Gupta leading, advised the company. J Sagar Associates, with partner Arka Mookerjee leading, advised the two book-running lead managers on Indian law, while Squire Patton Boggs Singapore, with partner Biswajit Chatterjee leading, was international legal counsel to the book-running lead managers.

Pointing out that the issue was the first that “tested the viability” of virtual roadshows and e-meets, Mookerjee at JSA said that Rossari Biotech “ended up mastering the art of smooth co-ordination and effective flow of communication solely through digital modes”.

Sumitomo lists in India after reverse merger

VALUELAW FIRMS
N/AKanga & Co
Pioneer Legal

The listing of Sumitomo Chemical India on the BSE and National Stock Exchange of India on 27 January 2020 was the first listing by this major chemical company outside Japan.

It was also the end point in corporate actions that began with Sumitomo Chemicals acquiring a stake in a listed company, Excel Crop Care, in 2016. This led on to a rarely seen reserve merger between Excel Crop Care and Sumitomo Chemical India in August 2019, following which Excel Crop Care was dissolved.

Kanga & Co, with partner Preeti Mehta leading, advised Sumitomo Chemical India on the listing, and before that, Excel Crop Care on its merger. Pioneer Legal, with managing partner Satish Kishanchandani, also advised Sumitomo Chemical India.

Capital marketsDisputesInsolvencyM&A and joint venturesPE/VCOther

Disputes


STAR DEALS

Vodafone’s BIT secures its win

VALUELAW FIRMS
US$2 billionCurtis Mallet-Prevost Colt & Mosle
DMD Advocates
Skadden Arps Slate Meagher & Flom

The Permanent Court of Arbitration’s award, on 25 September 2020, in favour of Vodafone is an important milestone in the company’s long-running US$2 billion tax dispute with the Indian government, which will also have a significant impact on pending arbitration proceedings in similar cases.

Holding that Vodafone is entitled to fair and equitable treatment under the bilateral investment treaty (BIT) signed between India and the Netherlands, the award noted that the Indian government’s insistence on the tax claim, despite the Supreme Court’s 2012 judgment, was in breach of the terms of the BIT.

DMD Advocates, with senior partner Anuradha Dutt leading, was India counsel to Vodafone. Skadden Arps Slate Meagher & Flom advised Vodafone International Holdings. Curtis Mallet-Prevost Colt & Mosle was counsel to the government.

Court confiscates Modi’s assets under new act

VALUELAW FIRMS
US$2 billion Shardul Amarchand Mangaldas & Co

On 8 June 2020, in what was a first for India, a special court set up under the Fugitive Economic Offenders Act, 2018, ruling inDeputy Director, Directorate of Enforcement v Nirav Deepak Modi and Ors, ordered the attachment and confiscation of properties owned by Nirav Modi, the prime accused in the 2018 US$2 billion Punjab National Bank money laundering and fraud case.

The court allowed a claim by a Punjab National Bank-led consortium to exempt from confiscation secured properties “by way of mortgage, hypothecation and guarantee deeds”.

Shardul Amarchand Mangaldas & Co (SAM), with former partner Nitesh Jain appearing in court and managing partner Pallavi Shroff leading the firm’s team, represented Punjab National Bank and the consortium of banks.

While government counsel represented the enforcement directorate, advocate Vijay Aggarwal appeared for Nirav Modi. Currently being held in a prison in the UK, Modi was declared a fugitive economic offender in December 2019.

The ruling, as pointed out by SAM, comes against “the backdrop of the debate on whether the secured properties, which are subject matter of a fraud, can be attached and confiscated by [the enforcement directorate], or are to be released in favour of the banks”.

STAR DEALS

Supreme Court reverses RBI ban on cryptos

VALUELAW FIRMS
N/A Ikigai Law
Nishith Desai Associates

On 4 March 2020, ruling in Internet and Mobile Association of India v Reserve Bank of India, the Supreme Court set aside, “on the ground of proportionality”, a controversial April 2018 circular of the Reserve Bank of India that had stifled cryptocurrency activity in India. The circular had ordered that, “entities regulated by the Reserve Bank shall not deal in VCs [virtual currencies] or provide services for facilitating any person or entity in dealing with or settling VCs”.

While Nishith Desai Associates represented the Internet and Mobile Association of India, Ikigai Law represented four Indian cryptocurrency exchanges, Koinex, CoinDCX, Coindelta and Throughbit.

Ikigai Law’s managing partner, Anirudh Rastogi, said the ruling “will determine the future of the cryptocurrency industry, in India and globally, since it is the first verdict challenging a central bank’s directive aimed at the cryptocurrency industry”.

Nissan Motor arbitration one of the biggest

VALUELAW FIRMS
N/A Allen & Overy
AZB & Partners
Foley Hoag
Lakshmikumaran & Sridharan
P&A Law Offices

One of the largest investment treaty arbitrations against India concluded in May 2020, with Nissan Motor and the government of Tamil Nadu reaching a settlement.

The bilateral investment arbitration – initiated by Nissan in February 2017, under the 2011 Comprehensive Economic Partnership Agreement between Japan and India – had involved claims arising out of non-payment of incentives by the government of Tamil Nadu, which had allegedly not paid promised incentives involving the building a car manufacturing plant under a 2008 agreement.

Nissan had claimed US$776 million in arbitration, in the first investment treaty case brought by a Japanese investor against India.

Three law firms – Allen & Overy, with partner Matthew Gearing, AZB & Partners, with partner Rajendra Barot, and Lakshmikumaran & Sridharan, with partner L Badri Narayanan – represented Nissan, along with the company’s general counsel, Fabien Lesort.

Foley Hoag, with partner Mark Clodfelter, and P&A Law Offices, with managing partner Anand Pathak, represented the Republic of India.

Daiichi’s Singapore win with Indian representation

VALUELAW FIRMS
N/A DMD Advocates
K&L Gates Straits Law
Nagashima Ohno & Tsunematsu
Oon & Bazul
P&A Law Offices
WongPartnership

The long-running dispute between Daiichi Sankyo and the former promoters of Ranbaxy, Malvinder Singh and Shivinder Singh, reached a milestone of sorts at the Supreme Court of Singapore on 28 May 2020.

The court dismissed an appeal by the former promoters against a high court order that had declined to set aside an April 2016 arbitration award reached in favour of Daiichi Sankyo.

An International Chamber of Commerce (ICC) arbitration tribunal had awarded damages of approximately ₹35 billion (US$479 million) to Daiichi Sankyo after the Japanese company proved concealment of facts and misrepresentation in inducing it to buy a controlling stake in Ranbaxy. The award is now enforceable both in India and in Singapore.

Senior advocate Gopal Subramanium – briefed by P&A Law Offices, with managing partner Anand Pathak leading – represented Daiichi Sankyo in the Singapore Supreme Court, which P&A Law Offices said was a first for an Indian lawyer.

Singapore-based Oon & Bazul, with partner Suresh Divyanathan leading, also represented Daiichi Sankyo in the Singapore proceedings. Japanese law firm Nagashima Ohno & Tsunematsu’s Singapore office also advised Daiichi Sankyo.

While DMD Advocates had been advisers to the former promoters of Ranbaxy through the dispute, in Singapore they were represented by WongPartnership, with senior partner and senior counsel Alvin Yeo leading, and K&L Gates Straits Law, with managing partner and senior counsel Sreenivasan Narayanan leading.

Supreme Court supports LCIA awards

VALUELAW FIRMS
N/A Bharucha & Partners
Nishith Desai Associates

On 13 February 2020, the Supreme Court ruling in Vijay Karia and Ors v Prysmian Cavi E Sistemi Srl and Orsdenied an appeal against a Bombay High Court order that had ruled four awards made by an arbitrator under the London Court of International Arbitration Rules were enforceable.

In doing so, it said the appellants were engaging in “a speculative litigation with the fond hope that by flinging mud on a foreign arbitral award, some of the mud so flung would stick”. While clarifying significant areas of the law, including the scope of using article 136 of the constitution to resist enforcement of foreign arbitral awards, the case showcases the pro-enforcement position of the courts.

Bharucha & Partners, with senior partner MP Bharucha leading, represented Prysmian Cavi e Sistemi at the Supreme Court and earlier during enforcement proceedings before the Bombay High Court, and in the arbitration.

Nishith Desai Associates advised the appellant in this case.

Power dispute ruling favours regulation over PPA

VALUELAW FIRMS
N/A HSA Advocates

While tariff-related disputes between electricity producers and companies that transmit electricity are not infrequent, some result in rulings that stand out more than others.

The 12 June 2020 order of the Uttar Pradesh Electricity Regulatory Commission, ruling in a dispute between Uttar Pradesh Power Corporation and Jaiprakash Power Ventures, is significant for stating that: “From 2014 onwards, a PPA [power purchase agreement] being inconsistent with the UPERC Generation Tariff Regulations, 2014, would have overriding effect.” Jaiprakash Power Ventures had challenged Uttar Pradesh Power Corporation’s recovery of excess reimbursements made in the tariff paid to Jaiprakash Power Ventures for power generated at the company’s 400 megawatt Vishnuprayag hydroelectric project.

HSA Advocates, which advised, represented and secured a favourable order for Uttar Pradesh Power Corporation, described the order as a “clear shot in the arm for India’s burgeoning renewable power sector”, as it upholds the principle of regulations overriding the power purchase agreements. HSA Advocates’ founding partner, Hemant Sahai, led the firm’s team.

Top auditors under scrutiny in IL&FS crisis ruling

VALUELAW FIRMS
N/AAZB & Partners
Cyril Amarchand Mangaldas
DSK Legal
Veritas Lega

In what was reportedly the first ruling to deal with debarment of an auditor under section 140(5) of the Companies Act, 2013, Bombay High Court, on 21 April 2020, quashed actions initiated by the Ministry of Corporate Affairs and the Serious Fraud Investigation Office against the former auditors of IL&FS Financial Services, BSR & Associates (a KPMG-associated firm), and Deloitte Haskins and Sells.

The case had its roots in an alleged US$12.77 billion scam by the IL&FS Group of companies, which came to light in September 2018 and led to investigation of the auditors.

Law firms acting for the petitioners included: AZB and Partners, which represented BSR & Associates and a partner of the firm, with partner Ajay Bahl leading; Veritas Legal, which represented Deloitte Haskins and Sells; and DSK Legal, which represented a former director of an IL&FS company.

Cyril Amarchand Mangaldas represented the Ministry of Corporate Affairs.

Landmark ruling favours special act over general act

VALUELAW FIRMS
N/A Basch & Rameh
Mulla & Mulla & Craigie Blunt & Caroe
Norton Rose Fulbright

In a landmark ruling on 19 May 2020, Bombay High Court said: “The Admiralty Act, which is a special act, prevails over the Companies Act, which is a general act”, and as such, “no leave is required under section 446(1) of the Companies Act for commencing a suit under the Admiralty Act, or proceeding with a pending suit” against a company under the Admiralty Act.

The court made the ruling – in Raj Shipping Agencies v Barge Madhwa and Anr – while considering the interplay between the Admiralty Act, 2017, the Insolvency and Bankruptcy Code, 2016, and the Companies Act, 1956.

DVB Group Merchant Bank (Asia) obtained this ruling against GOL Offshore, an offshore oilfield services provider, while successfully enforcing its rights as mortgagee over six Indian-flagged vessels, one of which was in Brazilian waters. Mulla & Mulla & Craigie Blunt & Caroe, with partner Shardul Thacker leading, acted for DVB Group Merchant Bank (Asia). Norton Rose Fulbright (Asia) acted as English counsel for the bank, while Sao Paola-based Basch & Rameh was its Brazilian counsel.

STAR DEALS

Injunction against ‘unfair deprivation of rights’ in Xiaomi dispute

VALUELAW FIRMS
N/A Anand and Anand
Saikrishna & Associates

In India’s first injunction against an anti-suit injunction, Delhi High Court, on 9 October 2020, granted an ad-interim injunction to InterDigital Technology, thereby restraining Xiaomi from enforcing an anti-suit injunction it had obtained from Wuhan Intermediate People’s Court on 23 September 2020.

In doing so, the court said: “If the anti-suit injunction order passed by the foreign court results in the unfair deprivation of the right of the plaintiff in this country to prosecute its suit, … it is the bounden duty of the court in this country to protect the plaintiff from the damaging effects of such an injunction.”

The order came in the course of disputes, in both India and China, over standard essential patents held by InterDigital Technology.

Anand and Anand represented InterDigital Technology, with its team led by managing partner Pravin Anand and partner Vaishali Mittal and included managing associates Siddhant Chamola and Pallavi Bhatnagar. Saikrishna & Associates, with Saikrishna Rajagopal leading, represented Xiaomi.

Ruling a clarification for arbitrations outside India

VALUELAW FIRMS
N/A Cyril Amarchand Mangaldas

Ruling in GE Power Conversion Pvt Ltd v PASL Wind Solution Pvt Ltd, which was a petition filed for the enforcement and execution of the award of an arbitral tribunal in Zurich, Switzerland, Gujarat High Court on 3 November 2020 confirmed that two Indian parties can choose a seat of arbitration outside India, and that such an agreement is not in violation of public policy of India.

An award from such an arbitration is a foreign award, and may be enforced in India as a foreign award under part II of the Arbitration & Conciliation Act, 1996. The ruling was seen as a welcome clarification to a somewhat troublesome issue.

Cyril Amarchand Mangaldas, with partner Shaneen Parikh leading, represented GE Power Conversion.

Dynamic injunction victory against TM infringers

VALUELAW FIRMS
N/A Fidus Law Chambers

In what was a first for trademark infringement in India, a ruling on 20 July, 2020, in Snapdeal Private Limited v Snapdeallucky-Draws.org.in & Ors, Delhi High Court granted e-commerce company Snapdeal an injunction against as many as 50 so-called rogue websites, which can crucially be extended to other websites.

As such, the court allowed Snapdeal to “approach this court to array other rogue websites who carry on similar activities, albeit illegally, as and when the same comes to its notice”.

Fidus Law Chambers, with founding partner Shwetasree Majumder leading, represented Snapdeal.

Capital marketsDisputesInsolvencyM&A and joint venturesPE/VCOther

Insolvency


STAR DEALS

Suzlon completes complex debt restructure

VALUELAW FIRMS
US$1.9 billion Allen & Overy
J Sagar & Associates
Kirkland & Ellis
L&L Partners

On 1 July 2020, Suzlon Energy announced it had completed restructuring its debt, which had stood at ₹142 billion (US$1.9 billion) on 31 March 2020, “with unanimous approval from the consortium lenders and 99.9% of our FCCB [foreign currency convertible bond] holders”.

This was a milestone for the company, which had defaulted on its FCCB bonds worth US$172 million in July 2019.

According to J Sagar Associates (JSA), which advised Suzlon Energy, this was the largest contractual debt restructuring undertaken under the Reserve Bank of India’s 7 June 2019 Prudential Framework for Resolution of Stressed Assets. Partner Dina Wadia led JSA’s team. “The sheer number and different kinds of lenders involved in this extremely structured and complex restructuring compelled legal innovations and efficient management,” the law firm said.

Allen & Overy, with partner Pallavi Gopinath Aney leading, advised Suzlon Energy on the restructuring of the company’s US$5.46 billion FCCB due 2019, which was a condition precedent to the restructuring of its overall debt. L&L Partners was Indian counsel for the FCCB restructuring. Kirkland & Ellis represented an ad-hoc committee of bondholders.

Yes Bank no easy restructure

VALUELAW FIRMS
US$1.5 billion Argus Partners
AZB & Partners
Cyril Amarchand Mangaldas

On 13 March 2020, the government notified the Yes Bank Ltd Reconstruction Scheme, 2020 a backdrop against which the State Bank of India and other investors infused ₹110 billion (US$1.5 billion) into cash-strapped Yes Bank, which was also plagued with corporate governance issues.

The bank had been placed under a moratorium on 5 March 2020, and its restructuring was the first instance of a large private sector bank in India being restructured according to the provisions of a scheme sanctioned under the Banking Regulation Act, 1949.

AZB & Partners, with a five-partner team led by partner Varoon Chandra, advised Yes Bank. Cyril Amarchand Mangaldas, with a team led by partner L Viswanathan, advised the State Bank of India, and the financial adviser on the deal, SBI Capital Markets, which advised on investment from other co-investors in Yes Bank. Argus Partners advised HDFC, which was a co-investor, with the firm’s team led by managing partner Krishnava Dutt.

STAR DEALS

Jet Airways buys and sells during insolvency

VALUELAW FIRMS
US$200 billion AZB & Partners
Cyril Amarchand Mangaldas
De Brauw Blackstone
Westbroek
Khaitan & Co
Vedder Price
Wadia Ghandy & Co

This deal was the first instance of a material asset of a company being sold while the company was going through insolvency, with the approval of the National Company Law Tribunal and outside the normal course of business.

Jet Airways’ US$65 million sale of two floors of a Mumbai building to a company controlled by Brookfield Asset Management was completed on 10 July 2020, following approval from both HDFC, to which Jet Airways had mortgaged the premises, and the committee of creditors of Jet Airways.

Jet Airways then made a US$13 million bullet payment to the US Exim Bank, on 27 July 2020, to acquire title to six Boeing 777 aircraft. The company said doing this would add about US$200 million to the value of its assets.

AZB & Partners, with founding partner Bahram Vakil leading, and De Brauw Blackstone Westbroek, with partner Reinout Vriesendorp, advised the resolution professional managing the insolvency of Jet Airways. Khaitan & Co, with partner Harsh Parikh, advised Brookfield.

Wadia Ghandy & Co, with partners Dhawal Mehta and Denzil Arambhan leading, advised HDFC. Cyril Amarchand Mangaldas advised the committee of creditors.

Vedder Price’s transportation finance specialist Jeffrey Veber advised the US Exim Bank.

STAR DEALS

RattanIndia debt settlement sets benchmarks

VALUELAW FIRMS
US$889 million Cyril Amarchand Mangaldas
HSA Advocates
Khaitan & Co
Kirkland & Ellis
Shardul Amarchand Mangaldas & Co
Trilegal

In what was the first instance of resolution of debt without change of management and under the Reserve Bank of India’s 7 June 2019 Prudential Framework for Resolution of Stressed Assets, power generation company RattanIndia Power effected a one-time settlement of its debt of approximately ₹65.74 billion (US$889 million).

The debt, with a consortium of 12 lenders, was assigned on 31 December 2019 to a trust set up by Aditya Birla ARC, backed by investors including Goldman Sachs and Varde Partners. This was also the largest resolution of debt outside the National Company Law Tribunal framework and a first for a listed company.

Khaitan & Co, with partner Kumar Saurabh Singh leading, advised RattanIndia Power. Trilegal was domestic counsel and Kirkland & Ellis was international counsel to the investors, Goldman Sachs and Varde Partners. Cyril Amarchand Mangaldas was counsel to Aditya Birla ARC. Shardul Amarchand Mangaldas & Co was counsel to the consortium of lenders, while HSA Advocates was counsel for Rural Electrification Corporation, which was one of the lenders.

Jindal insolvency case highlights lender rights

VALUELAW FIRMS
N/A Dhir & Dhir Associates

Delhi High Court, on 20 January 2020, ordered an interim stay to efforts by a minority lender to Jindal India Thermal Power to initiate legal action under the Insolvency and Bankruptcy Code 2016, when a parallel process was under way in which 16 other lenders had agreed to a resolution plan under the Reserve Bank of India’s 7 June 2019 Prudential Framework for Resolution of Stressed Assets.

The ruling, in Jindal India Thermal Power Ltd v Union of India and Ors, is significant in highlighting the rights a lender – ICICI Bank in this case – can exercise under the Insolvency and Bankruptcy Code in relation to debt restructuring that is undertaken under the Reserve Bank of India’s framework.

Dhir & Dhir Associates, with managing partner Maneesha Dhir and partner Varsha Banerjee, is advising and representing Jindal India Thermal Power in Delhi High Court, and in insolvency proceedings.

Insolvency across jurisdictions for airline

VALUELAW FIRMS
N/A AZB & Partners
Cyril Amarchand Mangaldas
De Brauw Blackstone Westbroek
Farooq and Associates

The insolvency resolution process of Jet Airways reached a crucial juncture on 17 October 2020, with the committee of creditors approving a resolution plan put forward by Murari Lal Jalan and Florian Fritsch, of Kalrock Capital.

This was India’s first and largest corporate insolvency resolution process for an airline company, and, according to AZB & Partners, which advised the resolution professional, it was also the first Indian insolvency resolution process that had to contend with simultaneous insolvency processes in two other jurisdictions – the Netherlands and the UK.

AZB & Partners was adviser to the resolution professional, Ashish Chhawchharia, and the transaction adviser, Grant Thornton. De Brauw Blackstone Westbroek was Dutch counsel to the resolution professional. Farooq and Associates was Bangladesh counsel to the resolution professional. Cyril Amarch and Mangaldas was counsel to the Indian lenders.

AZB and Partners said the process “has been complex, difficult and without precedent in the Indian legal space, and has needed innovative legal solutions, hard-fought court-based battles, practical resolutions, regulator interventions, unusual inter-lender resolutions, and first-of-its-kind international co-operation protocols”.

Capital marketsDisputesInsolvencyM&A and joint venturesPE/VCOther

M&A and joint ventures


STAR DEALS

Investors take stakes in Jio via 14 deals

VALUELAW FIRMS
US$20 billion AZB & Partners
Davis Polk & Wardwell
Fenwick & West
Freshfields Bruckhaus Deringer
Gibson Dunn & Crutcher
Hogan Lovells
J Sagar Associates
Kirkland & Ellis
Latham & Watkins
Nishith Desai Associates
Paul Hastings
Paul Weiss Rifkind Wharton & Garrison
Ropes & Gray
Shardul Amarchand Mangaldas & Co
Simpson Thacher & Bartlett
Trilegal
White & Case

Jio Platforms, a subsidiary of Reliance Industries, raised US$20 billion from 13 global technology investors, in the course of nine weeks and over 14 headline-grabbing deals, even as life had ground to a halt across the globe on account of the covid-19 pandemic.

Facebook set the ball rolling, on 21 April 2020, with an investment of US$5.7 billion for a 9.9% stake in Jio Platforms. The last investment came from Google, when it acquired a 7.7% stake for US$4.5 billion on 15 July. The deal closed on 23 November 2020, bringing the curtains down on a remarkable run of investments in the course of which Reliance sold a 32.94% stake in Jio Platforms.

Davis Polk & Wardwell and AZB & Partners advised Jio Platforms and its parent, Reliance Industries, on all 14 deals. Davis Polk & Wardwell’s teams were led by partner Jeffrey R O’Brien, while senior partner Ashwath Rau led AZB & Partners’ deal teams.

At least 13 law firms advised the investors. Shardul Amarchand Mangaldas & Co advised on several deals, some with multiple invetors, including from Facebook, KKR, Vista Equity Partners, Public Investment Fund, Silver Lake Capital Partners, General Atlantic, Abu Dhabi Investment Authority, TPG Capital and L Catterton.

Simpson Thacher & Bartlett advised on two deals – investments by Silver Lake and KKR. Trilegal advised on two deals – investments by Intel Corporation and Qualcomm Ventures.

Fenwick & West, Freshfields Bruckhaus Deringer, Gibson Dunn & Crutcher, Hogan Lovells, J Sagar Associates, Kirkland & Ellis, Latham & Watkins, Nishith Desai Associates, Paul Hastings, Paul Weiss Rifkind Wharton & Garrison, Ropes & Gray, and White & Case each advised on one deal.

GlaxoSmithKline sells stake in Hindustan Unilever

VALUELAW FIRMS
US$3.4 billion AZB & Partners
Cleary Gottlieb Steen & Hamilton
Latham & Watkins
Shardul Amarchand Mangaldas & Co
Slaughter and May

The sale of GlaxoSmithKline’s 5.7% stake in National Stock Exchange and Bombay Stock Exchange-listed Hindustan Unilever was the largest secondary sale on the Indian stock exchanges to date.

The deal was carried out on 7 May 2020 through an accelerated book-building process, and raised gross proceeds of about US$3.4 billion.

The stake had been held through two of the London stock exchange-listed company’s subsidiaries – a Singapore-based privately held company, GlaxoSmithKline, and Horlicks. It was acquired as a consequence of GlaxoSmithKline’s 1 April 2020 divestment of Horlicks and other consumer healthcare nutrition products in India to Unilever, which was executed by way of a merger of GlaxoSmithKline’s Indian-listed entity, GlaxoSmithKline Consumer Healthcare, and Hindustan Unilever.

AZB & Partners, with managing partner Ajay Bahl leading, was counsel to the sellers. Cleary Gottlieb Steen & Hamilton, with partner Sebastian Sperber leading, was US counsel to GlaxoSmithKline on the stake sale, while Slaughter and May was adviser to GlaxoSmithKline on the divestment to Unilever.

Shardul Amarchand Mangaldas & Co, with partner Prashant Gupta leading, was legal counsel to the three placement agents, while Latham & Watkins was counsel to the placement agents on US securities law.

STAR DEALSSchneider, Temasek’s acquisition of Larsen & Toubro

VALUELAW FIRMS
US$2.1 billion AZB & Partners
Bredin Prat
Cleary Gottlieb Steen & Hamilton
Khaitan & Co
Link Legal India Law Services
Shardul Amarchand Mangaldas & Co
Trilegal

Schneider Electric partnered with Temasek Holdings through the latter’s subsidiary, MacRitchie Investments, to acquire Larsen & Toubro’s electrical and automation business on 31 August 2020.

The US$2.1 billion deal was announced on 1 May 2018, but took over two years to close, as it was effectively two deals in one – Temasek acquiring a 35% stake in Schneider Electric India, which in turn acquired the electrical and automation business of Larsen & Toubro.

The deal required a complex merger notification with the Competition Commission of India (CCI). According to Trilegal, this was the first deal that was approved after a phase II review without any divestitures, subject to compliance of certain behavioural remedies. It cleared the deal, subject to certain modifications, on 18 April 2019.

AZB & Partners, with partner Ashwath Rau leading, advised Schneider Electric. Khaitan & Co, with partner Aakash Choubey leading the transaction team, advised MacRitchie Investments.

Trilegal, with partner Nisha Kaur Uberoi leading, represented Schneider and MacRitchie in securing CCI approval. Bredin Prat, with partner Pierre Honoré and now former partner Marc Pittie, acted for Schneider on the international competition aspects. Cleary Gottlieb, with partner Nicholas Levy, acted for MacRitchie on the deal’s international competition aspects. Shardul Amarchand Mangaldas & Co, led by partner Iqbal Khan, advised Larsen & Toubro. Link Legal also advised Larsen & Toubro during the final stages of the transaction.

Adani takes 75% stake in port

VALUELAW FIRMS
US$1.6 billion Cyril Amarchand Mangaldas
Shardul Amarchand Mangaldas & Co

Adani Ports and Special Economic Zone, India’s largest port developer and operator, and the logistics arm of the Adani Group, completed its acquisition of a 75% stake in Krishnapatanam Port for an enterprise value of ₹120 billion (US$1.6 billion) on 5 October 2020.

This is the first M&A transaction in the ports sector that required approval from the Competition Commission of India, which gave the go-ahead for the deal on 22 July 2020.

Cyril Amarchand Mangaldas acted as legal counsel to Adani Ports and Special Economic Zone with a team comprising lawyers from its general corporate, projects and financing, dispute resolution and competition law practices, all led by managing partner Cyril Shroff.

Shardul Amarchand Mangaldas & Co, with a team led by partner Amit Kumar, advised the sellers. Krishnapatanam port was part of Hyderabad-based CVR Navayuga Group.

Groupe ADP’s investment in GMR Airports

VALUELAW FIRMS
US$1.4 billionACCRALAW
Hogan Lovells
S&R Associates
Shardul Amarchand Mangaldas & Co
SyCip Salazar Hernandez & Gatmaitan

Groupe ADP (formerly Aéroports de Paris) completed the acquisition of a 49% stake in GMR Airports on 7 July 2020.

The US$1.4 billion deal, which was in two tranches, was signed on 20 February. The terms of the second tranche were modified to take into account the impact of the covid-19 pandemic on the aviation sector. This deal was remarkable as it was concluded during the pandemic, and also unexpected. GMR Airports, which operates two airports in India and one in the Philippines, and is currently developing four others, had been in talks with another buyer. S&R Associates, with partners Rajat Sethi and Mohit Gogia leading, and Hogan Lovells, with partner Stéphane Huten, advised Groupe ADP. Shardul Amarchand Mangaldas & Co, with partners Jatin Aneja and VR Neelakantan, advised GMR.

SyCip Salazar Hernandez & Gatmaitan advised Groupe ADP on antitrust issues in the Philippines. ACCRALAW was the Philippine legal adviser to GMR on antitrust issues.

BP-Reliance joint venture

VALUELAW FIRMS
US$1 billion Davis Polk
Freshfields Bruckhaus Deringer
Khaitan & Co
Touchstone Partners

A fuel and mobility joint venture between BP and Reliance Industries began functioning on 9 July 2020, following initial agreements in August 2019. BP had paid Reliance US$1 billion for a 49% stake in the joint venture company, which operates under the Jio-BP brand. Reliance holds the remaining 51% stake. This is a significant deal given Reliance’s current fuel retailing network across 21 states, and BP’s extensive global experience.

While Khaitan & Co, with partners Rahul Dutt, Aakash Choubey and Akshay Bhargav, advised Reliance BP Mobility, Davis Polk, with partner Jeffrey R O’Brien, was advisor to Reliance Industries. Touchstone Partners, with managing partner Karam Daulet-Singh leading, and Freshfields Bruckhaus Deringer, with partner Piusha Bose leading, advised BP.

Mastercard’s acquisition of Finicity

VALUELAW FIRMS
US$825 million J Sagar Associates
Kochhar & Co
Majmudar & Partners
Sidley Austin

On 19 November 2020, Mastercard announced it had completed its US$825 million acquisition of Finicity, a North American provider of financial data application programming interfaces, credit decisioning tools and financial wellness solutions.

Finicity Technologies, Finicity’s Indian subsidiary, was required to undertake various identified actions prior the closure of this deal, which is expected to advance Mastercard’s open banking strategy.

While Sidley Austin acted as the lead transaction counsel to Mastercard, J Sagar Associates, with partners Manish Mishra and Shantanu Jindel, advised Mastercard in India.

Cooley advised Finicity in the US, while Kochhar & Co, with senior partner Rajarshi Chakraborty and partner Sameena Jahangir advised Finicity in India. Majmudar & Partners, with managing partner Akil Hirani leading, also advised Finicity in India.

Byju’s tries on WhiteHat Jr

VALUELAW FIRMS
US$300 billion Cooley
Nishith Desai Associates
Shardul Amarchand Mangaldas & Co
Vertices Partners

Edtech superstar Byju’s acquired WhiteHat Jr, a Mumbai-based edtech company, for about US$300 million from its promoter and existing investors Nexus Ventures, Omidyar Network and Owl Ventures. The deal closed on 12 August 2020, and was the largest edtech M&A transaction in India to date, as well as one of the largest cash exits for a venture capital backed startup.

While a team from the Delhi office of Shardul Amarchand Mangaldas & Co advised Whitehat Jr and its promoter, a team from the Bengaluru office of the firm advised Byju’s, which is valued at more than US$11 billion. Vertices Partners, with partner Archana Khosla Burman, acted for Whitehat Jr as counsel for the vendor on due diligence and certain advisory aspects.

Nishith Desai Associates, with partners Rajesh Simhan and Parag Srivastava, acted as the legal counsel to Nexus Ventures, Omidyar Network and Owl Ventures. Cooley was international legal counsel to Owl Ventures.

Carlyle’s Nxtra acquisition needed CCI nod

VALUELAW FIRMS
US$235 billion Freshfields Bruckhaus Deringer
L&L Partners

Carlyle Group completed a US$235 million acquisition for about 25% of Bharti Airtel’s data centre arm, Nxtra Data, on 15 October 2020, following approval from the Competition Commission of India.

According to L&L Partners, which advised Comfort Investment II – an affiliated entity of an investment fund managed and advised by affiliated entities of the Carlyle Group – this was the first notifiable transaction in the data centre co-location services, and obtaining the CCI go-ahead was “extremely challenging”.

Vaibhav Kakkar, who was one of three partners on the L&L team, said this was also one of the largest PE investments in a data centre business in India.

Freshfields Bruckhaus Deringer, with partner Simon Weller leading, was Carlyle’s global counsel.

Bharti Airtel used in-house lawyers led by group GC, Sameer Chugh. The investment occurred as data protection laws in India are still being fleshed out. A bill that seeks to provide protection for the personal data of individuals, and establishes an authority to oversee the same, was introduced in the lower house of parliament, the Lok Sabha, in December 2019.

Mixed interests challenge Chalet Hotels acquisition

VALUELAW FIRMS
US$23 billion AZB & Partners
Economic Laws Practice
Wadia Ghandy & Co

National Stock Exchange of India and BSE-listed Chalet Hotels concluded the acquisition of Belaire Hotels, which owned a Pune hotel that was part-owned and also managed by Accor India and its affiliate entity, Seapearl Hotels, for ₹1.76 billion (US$23 million) in early February 2020.

Lawyers who advised on the deal, which was signed on 17 January 2020, describe it as involving complex and lengthy negotiations on account of the diverging interest of the parties involved. Accor continues to manage the hotel, Novotel Pune.

Wadia Ghandy & Co was adviser to Chalet Hotels. AZB & Partners, with partners Sai Krishna Bharathan and Shivani Kabra, advised Belaire Hotels and Belaire Group, and Seapearl Hotels. Economic Laws Practice, with partner Sujjain Talwar leading, advised Accor Group, which through its Indian entity, AAPC India Hotel Management, part-owned Belaire Hotels, and through AAPC Singapore part-owned Seapearl Hotels.

Towering telecoms merger for Bharti Infratel

VALUELAW FIRMS
N/A AZB & Partners
Bharucha & Partners
Nishith Desai Associates
S&R Associates
Slaughter and May

Indus Towers, which was jointly owned by Bharti Infratel, Vodafone, Idea Group and Providence Equity Partners, was merged with and into Bharti Infratel to create what is being billed as the largest tower company in the world outside of China.

As a result of the deal on 19 November 2020, the shareholdings of Vodafone, Idea Group and Providence Equity Partners in Indus Towers were merged into Bharti Infratel, creating a combined company that owns 100% of Indus Towers.

Bharti Infratel has since changed its name to Indus Towers. The deal took two-and-a-half years to close from its signing in April 2018.

S&R Associates, with partner Rajat Sethi and three others, advised Vodafone in India, while Slaughter and May was legal adviser to Vodafone in the UK. AZB & Partners was legal adviser to Bharti Infratel and its parent, Bharti Airtel. Bharucha & Partners advised Idea Group, and Nishith Desai Associates was legal adviser to Providence Equity Partners.

Scapic acquisition enhances Flipkart

VALUELAW FIRMS
N/A Agama Law Associates
Khaitan & Co

Flipkart’s relatively low-value acquisition of Scapic Innovations, a cloud-based platform that enables the creation and publishing of augmented reality and 3D content, was described by its Flipkart CEO Kalyan Krishnamurthy as an investment that focuses on “developing and nurturing the retail ecosystem”.

The deal, on 16 November 2020, is significant as it creates a value proposition for the Walmart-owned e-commerce company that is reportedly rare, and will enhance its immersive shopping experience capabilities.

Agama Law Associates, led by founding partner Archana Balasubramanian, advised Scapic Innovations and its founders, who are expected to continue with the company. Khaitan & Co advised Flipkart.

Blockchain JV brings 14 banks to table

VALUELAW FIRMS
N/A Spice Route Legal

On 20 November 2020, a 14-bank consortium that included Kotak Mahindra Bank and Bank of Baroda signed an agreement to set up a joint venture fintech company, IBBIC.

The company is expected to provide a platform for exploring, building and implementing distributed ledger technology solutions for India’s financial services sector. Kotak Mahindra Bank and Bank of Baroda have each acquired a 6.67% stake in IBBIC.

According to Spice Route Legal, which advised on the deal, creation of the joint venture involved overcoming “competition law concerns, technology concerns, data issues, apart from regulatory concerns and the difficulties associated with bringing together 14 banks to agree on a document that governs the development of a technology that is acknowledged to be the future of banking”.

Spice Route Legal, with partner Mathew Chacko leading, was sole counsel to the 14 banks.

Serum Institute, Mylab team up against covid

VALUELAW FIRMS
N/A Parinam Law Associates

On 14 April 2020, Serum Institute of India invested into, and subscribed to, debentures of Pune-based molecular diagnostics company Mylab Discovery Solutions, aiming to scale up and ensure faster delivery of covid-19 testing kits.

While Serum Institute of India has emerged as the world’s largest vaccine manufacturer, Mylab was the first Indian company to get commercial approval for its testing kits.

Parinam Law Associates, with managing partner Hitesh Jain leading, advised all the parties on the deal.

CCI approves ‘seamless’ Fiat-Peugeot merger

VALUELAW FIRMS
N/A Linklaters
Shardul Amarchand Mangaldas & Co
Trilegal

On 4 June 2020, the US$47 billion merger between Peugeot and Fiat Chrysler Automobiles, signed on 17 December 2019, received the approval of the Competition Commission of India (CCI).

This was the first merger filing under the e-filing regime, which the CCI put in place on account of the covid-19 pandemic, and according to partner Nisha Kaur Uberoi at Trilegal, which led on the drafting and filing of the application, the deal was “seamless”.

Trilegal advised Peugeot, and Shardul Amarchand Mangaldas & Co advised Fiat Chrysler Automobiles. Linklaters was the international legal counsel to Peugeot on merger control.

India was one of 19 jurisdictions where competition approval was needed for the merger.

Capital marketsDisputesInsolvencyM&A and joint venturesPE/VCOther

Private equity & venture capital


One97’s series G funding

VALUELAW FIRMS
US$1 billion Cyril Amarchand Mangaldas
Goodwin Procter
Morrison & Foerster
S&R Associates
Shardul Amarchand Mangaldas & Co

In a deal that closed on 17 December 2019, Softbank Vision Fund participated in the series G funding round of One97 Communications with a primary investment of US$200 million. One97 Communications, the parent company of Paytm, raised US$1 billion in this round, which saw participation from existing shareholders Ant Financial and Discovery Capital. New investors included funds and accounts advised by T Rowe Price Associates.

Cyril Amarchand Mangaldas, with partners Shishir Vayttaden, and K Aishwarya leading the transaction team, advised Softbank Vision Fund. Morrison & Foerster, with partner Amit Kataria, was co-counsel to SoftBank Vision Fund. Shardul Amarchand Mangaldas & Co advised One97 Communications, while Goodwin Procter advised a private equity firm that participated. S&R Associates, with partner Mohit Gogia and counsel Simran Dhir, advised investor SFSPVI.

Unacademy’s investment gives it unicorn status

VALUELAW FIRMS
US$150 billion Bharucha & Partners
IndusLaw
Khaitan & Co

When Bengaluru-based edtech company Sorting Hat Technologies, which operates under the name Unacademy, raised US$150 million in a fresh round of investment led by SoftBank in early September 2020, it attained unicorn status with a valuation of US$1.4 billion. As SoftBank’s first investment in an edtech company in India, the deal showcases the pandemic-triggered edtech sector boom in India. Existing investors General Atlantic, Sequoia Capital, Nexus Venture Partners, Facebook and Blume Ventures also participated in the round.

IndusLaw, with partner Suneeth Katarki leading, advised Unacademy, Sequoia and Nexus, while Bharucha & Partners, with partner Vandana Pai leading, advised General Atlantic. Khaitan & Co advised SoftBank.

Razorpay’s series D fundraise

VALUELAW FIRMS
US$100 billion Algo Legal
Cooley
Goodwin Procter
Gunderson Dettmer
Rajaram Legal
Shardul Amarchand Mangaldas & Co

In a deal that gave the Bengaluru-based fintech company a coveted US$1 billion valuation, Razorpay raised US$100 million in a series D round of funding on 11 October 2020.

Sequoia Capital India and Singapore’s sovereign wealth fund, GIC, co-led a funding round that included Matrix Partners, Ribbit Capital, Tiger Global and Y Combinator.

Goodwin Procter was international legal counsel to Razorpay. Shardul Amarchand Mangaldas & Co and Cooley, with partner Danielle Naftulin leading, advised GIC. Rajaram Legal, with partner Prasad Subramanyan leading, advised existing investor Matrix Partners. Algo Legal, with partner Ankit Guha leading, advised Sequoia Capital India. Gunderson Dettmer, with partner Jonathan Pentzien leading, represented Sequoia Capital India and Tiger Global.

Razorpay is one of five Indian fintech startups to achieve unicorn status. According to Rajaram Legal, advising on this deal “involved dealing with and managing expectations (in terms of rights) of latestage investors with a substantially high entry valuation with those of early-stage backers”.

Mobile Premier League’s series C funding

VALUELAW FIRMS
US$90 million Allen & Gledhill
AMP Legal
Cooley
GT Law
L&L Partners
Shardul Amarchand Mangaldas & Co

The covid-19 pandemic has seen an upswing in the fortunes of the online gaming industry. Mobile Premier League (MPL), an e-sports and online gaming company owned by Bangalore-based Galactus Funware Technology – which is itself a subsidiary of M-League, a Singapore registered company – successfully completed a US$90 million series C financing round on 15 September 2020.

SIG, RTP Global, MDI Ventures and Pegasus Tech led the financing round, which also included existing investors Sequoia Capital, Go-Ventures and Base Partners.

Cooley, with partner Ferish Patel leading, was lead counsel to Mobile Premier League. GT Law was regulatory counsel to MPL on certain Singapore law matters, as was AMP Legal. Allen & Gledhill advised SIG, while L&L Partners’ five-partner team advised investor Sequoia. Shardul Amarchand Mangaldas & Co represented Bennett, Coleman and Company Limited, an existing investor, on this round. Sai Srinivas, MPL’s co-founder and CEO, saw the capital injection as “proof of MPL’s potential to lead and transform this space”.

Kedaara’s acquisition conducted in murky waters

VALUELAW FIRMS
US$77 billion Cyril Amarchand Mangaldas
Veritas Legal
Wadia Ghandy & Co

Kedaara Capital completed its US$77 million investment in Religare Health Insurance, which included a primary capital infusion and acquisition of a 6.39% stake, on 3 June 2020. While the deal was reported to be among the first investments by a private equity fund in an Indian insurance company, it was also a significant deal because Religare Health Insurance is a subsidiary of Religare Enterprises, which has been plagued by allegations of fraud and wrongdoing.

Veritas Legal, which assisted Kedaara Capital, said the negotiation on this deal involved “prudence, senior bandwidth, and practical expertise on the subject matter”. The firm added: “Assets which are purchased in the midst of allegations of wrongdoing require mature navigation so that risks can be assessed and factored.”

Veritas Legal, with partner Nandish Vyas leading, assisted Kedaara for legal diligence and documentation in relation to the transaction. Wadia Ghandy & Co advised the seller and continuing promoter, Religare Enterprises, and the investee company. Cyril Amarchand Mangaldas carried out the due diligence for Religare Health Insurance.

Capital marketsDisputesInsolvencyM&A and joint venturesPE/VCOther

Other


Case clarifies covid moratorium relief

VALUELAW FIRMS
N/A ABH Law
Wadia Ghandy & Co

In Transcon Skycity Pvt Ltd & Ors v ICICI Bank & OrsBombay High Court ruled the 90-day period, used for calculating and declaring a borrower’s account that is in default as a non-performing asset, will not include the moratorium allowed – by a 27 March 2020 Reserve Bank circular – on repayment of term loans between 1 March 2020 and 31 May 2020.

While stating that this relief will be available only during the lockdown, the 11 April 2020 ruling clarified that it will not serve as precedent, and that it consists of prima facie and tentative views.

The ruling was significant for asset classification efforts of financial institutions during the covid-19 pandemic, while also providing relief to borrowers who were severely affected.

ABH Law, with founding partner Munaf Virjee leading, represented the two petitioners in the case. Wadia Ghandy & Co, with partner Bindi Dave leading, represented the bank.

Tribunal upholds landmark CCI order

VALUELAW FIRMS
N/A Dua Associates
J Sagar Associates

The National Company Law Appellate Tribunal on 18 December 2019 dismissed an appeal against what has been described as a landmark order of the Competition Commission of India (CCI), and in which the CCI had imposed a maximum statutorily prescribed penalty.

Noting that “denial of market access is one of the severe forms of abuse of dominant position”, the CCI had on 11 July 2018 held that South Asia LPG’s denial of market access to East India Petroleum to upstream terminal services at Visakhapatanam Port, amounted to such abuse of dominance.

The CCI had, accordingly, imposed the maximum statutorily prescribed penalty on South Asia LPG, which is a joint venture between the French oil company Total and the public-sector oil Hindustan Petroleum Corporation.

The origins of the case lie in a complaint filed in 2011 to the CCI by East India Petroleum against South Asia LPG. Dua Associates, with partner Kunal Mehra leading, represented East India Petroleum. J Sagar Associates represented South Asia LPG.

Noida International Airport agreement

VALUELAW FIRMS
N/A DSK Legal

After being instrumental in building the airport in Bengaluru and selling its stake in that airport in 2017, Zurich Airport, concessionaire for the airport of the same name, and its subsidiary, Yamuna International Airport, signed a concession agreement on 7 October 2020 for the development of a greenfield project, Noida International Airport.

The agreement was signed with Noida International Airport, a company jointly owned by the government of Uttar Pradesh and three others. The airport is to be built under a 40-year concession at an estimated cost of US$4 billion.

DSK Legal advised Zurich Airport a project it had been instrumental in developing. Noida International Airport does not appear to have used any external legal advisers.

DSK Legal’s managing partner, Anand Desai, said that the airport would be “a fantastic example of cooperation and commitment of the Indian government, and a leading international private player”.

Star Deals

DEAL NAMELAW FIRMS CATEGORYVALUE
Investors take stakes in Jio via 14 dealsAZB & Partners
Davis Polk & Wardwell
Fenwick & West
Freshfields Bruckhaus Deringer
Gibson Dunn & Crutcher
Hogan Lovells
J Sagar Associates
Kirkland & Ellis
Latham & Watkins
Nishith Desai Associates
Paul Hastings
Paul Weiss Rifkind Wharton & Garrison
Ropes & Gray
Shardul Amarchand Mangaldas & Co
Simpson Thacher & Bartlett
Trilegal
White & Case
Joint ventures, mergers & acquisitionsUS$20 billion
Reliance Industries’ rights issueAZB & Partners
Khaitan & Co
Latham and Watkins
Sidley Austin
Capital marketsUS$7.1 billion
Schneider, Temasek’s acquisition of Larsen & ToubroAZB & Partners
Cleary Gottlieb
Khaitan & Co
Shardul Amarchand Mangaldas & Co
Trilegal
Joint ventures, mergers & acquisitionsUS$2.1 billion
Bharti Airtel’s monster QIP, FCCBAZB & Partners
Latham and Watkins
Linklaters
Shardul Amarchand Mangaldas & Co
Capital marketsUS$3 billion
Vodafone’s BIT secures its winCurtis Mallet-Prevost Colt & Mosle
DMD Advocates
Skadden Arps Slate Meagher & Flom
DisputesUS$2 billion
Suzlon completes complex debt restructureAllen & Overy
J Sagar Associates
Kirkland & Ellis
L&L Partners
InsolvencyUS$1.9 billion
RattanIndia debt settlement sets benchmarksCyril Amarchand Mangaldas
HSA Advocates
Khaitan & Co
Kirkland & Ellis
Shardul Amarchand Mangaldas & Co
Trilegal
InsolvencyUS$889 million
Jet Airways buys and sells during insolvencyAZB & Partners
Cyril Amarchand Mangaldas
De Brauw Blackstone Westbroek
Khaitan & Co
Vedder Price
Wadia Ghandy & Co
InsolvencyUS$200 million
Injunction against ‘unfair deprivation of rights’ in Xiaomi disputeAnand and Anand
Saikrishna & Associates
DisputesN/A
Supreme Court reverses RBI ban on cryptosIkigai Law
Nishith Desai Associates
DisputesN/A