Calling the Shots, Raising the Bar

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.

March 10, 2014 11:27 IST | India Infoline News Service
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 esp. 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

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