Professor Dr Umakanth Varottil is an Associate Professor at the Faculty of Law, National University of Singapore. He specialises in corporate law and governance, mergers and acquisitions and corporate finance. While his work is generally comparative in nature, his specific focus is on India and Singapore. He has co-authored or co-edited five books and published articles in international journals. He has also taught on a visiting basis at law schools in Australia, India, Italy, New Zealand, and the United States.

He has obtained law degrees from the Faculty of Law, National University of Singapore (PhD), the New York University School of Law (LLM) and the National Law School of India University, Bangalore, India [BA, LLB (Hons.)].

He has been interviewed by Vedika Kakkar, EBC/SCC Online Student Ambassador currently pursuing law from Jindal Global Law School.

1. Would you please discuss your experience during your undergraduate degree at NLSIU? What piqued your interest in law and specifically corporate law?

I am from the third batch of NLSIU. In its initial years, the law school was a true experiment, as it was the first ever national law university to be established in India. While there was considerable uncertainty surrounding the future of the graduates, we had the benefit of a highly motivated group of law teachers led by the late Dr N.R. Madhava Menon. They employed teaching methodologies such as the Socratic method and the group teaching method, which were hitherto rare in Indian law schools. Such methods enormously stimulated our thinking process and analytical abilities.

Although my initial interests lay in courses such as constitutional law and international law, I gradually developed an interest in corporate law after completing the compulsory courses on the topic, as well as related seminar courses such as law and financial management. I was particularly motivated by the lengthy fact-pattern oriented, and often complex, questions that our corporate law teacher, Prof M.P.P. Pillai, used to set for the exams. My interest in corporate law naturally intensified after I joined the transactional practice at Amarchand Mangaldas, where I was exposed to the application of corporate law in the real world.

2. Would you like to share any struggles you may have faced in your early years in the profession and how you overcame them?

I began my professional career in 1995, close on the heels of India’s economic liberalisation that was set in motion in 1991, and the gradual expansion of foreign investment into the country. This was an era of boundless opportunities for those involved in the Indian corporate sector. There was a constant flow of interesting legal work that also witnessed several “firsts”: the first book-built public offering of shares, the first securitisation transaction, and the first American depository receipt offering, to speak of a few. By commencing my career in India’s pre-eminent law firm, I had the opportunity to be a part of several such transactions, which was an unparalleled learning experience.

Although the nomenclature of “struggle” may be debatable depending who you ask, there is no doubt that my initial years in legal practice involved incessantly working long hours. But, that also meant the pace of learning was equally fast. I was fortunate in being able to cushion the impact thanks to an incredible band of colleagues, as well as very supportive family and friends.

3. Were you always inclined towards academia? What convinced you to finally make a shift from being a partner in a leading firm to a full-time academic?

To be honest, I did not have any intention at all to be an academic when I started my career in legal practice. A couple of years before I made the switch, I was invited to offer a seminar course at my alma mater, NLSIU, on a visiting basis. Although I taught mergers and acquisitions (M&A), an area in which I was also practising, I had to look at issues through a different lens altogether, and respond to the often intriguing “out-of-the-box” questions the students posed. Teaching also compelled me to examine issues from a macro level, including on broader questions of policy, as opposed to immediate solution-oriented thinking that lawyers are required to undertake on a daily basis. This experience, coupled with my general interest in the theory of corporate law and regulation, motivated me to embark on a career in academia.

4. What is your opinion on the growing corporate governance jurisprudence in India?

Over the last 15 years that I have begun closely observing the jurisprudence in Indian corporate governance, it has developed in leaps and bounds. Although the Enron corporate governance fiasco in 2001 was US-centric, its impact reverberated around the world and regulators such as the Securities and Exchange Board of India (SEBI) took serious note and adopted measures to strengthen the governance of Indian companies. The Satyam fraud was again a seismic local event that led to considerable reforms that are manifest in the Companies Act of 2013 and the SEBI Regulations on listing and disclosures issued in 2015. India has also spearheaded efforts such as in the stakeholder responsibility of Corporate Boards as well as the concept of corporate social responsibility, which developments have received worldwide attention.

The practice of corporate has also undergone a metamorphosis. Directorships and board deliberations, at least in large listed companies, are no longer empty formalities. SEBI’s focus on disclosure and transparency has brought in greater emphasis on process-orientation and compliance. Phenomena such as shareholder activism, stewardship, and proxy advisory, have applied pressure on Indian companies to demonstrate fairness in decision-making. Of course, one cannot guarantee the absence of corporate skullduggery or governance implosions in the future, but there has been a significant development in the jurisprudence over the years.

5. At what point do you think legal research is exhausted? Would you like to share your research methodology with our readers?

When I was pursuing my doctoral research, I asked one of my professors at NUS: “when do I stop researching and start writing?” The answer I received was that the time to make the switch is when any additional research only begins to provide marginal (or repetitive) and not substantial learning.

Each researcher would have their own style, so it is difficult to generalise. As for me, I generally try to keep tabs on developments (in the law as well as in the academic literature) in the areas that I specialise in. The most daunting part of the research process is to identify the specific research question that one can pursue. This usually involves scanning the literature, exploring the gaps, and identifying an issue (or set of issues) that has either not been explored before or over which there continues to be a great deal of controversy. Depending on one’s area of work, the issue can be something topical or one that is more fundamental or even historical. While early stage researchers may have to put in greater effort in framing the research question, it is likely to come more naturally to those who have been working in a field for a while.

My current work involves utilising the comparative methodology, which has required me to work with experts from the world over in areas of corporate law and M&A on joint articles and co-edited books projects. Such a collaborative effort has been very enriching from both the professional and personal standpoints, as it enables a cross-pollination of ideas and brings to bear different approaches to viewing legal issues.

6. Would you like to share what prompted you to choose varying jurisdictions like NYU and NUS for your higher education? How have the diverse experiences contributed to your knowledge base and expertise?

My move from practice to academia meant that I had to obtain masters and doctoral degrees, which has tended to be the norm. I spent a rewarding year at NYU for my LLM, which was fascinating in various ways. First, I was able to view legal issues (that I was already familiar with as a practitioner) from an academic viewpoint. Second, I was exposed to corporate and securities law in the US, in particular the workings of the influential Delaware judiciary. I was struck by how different US corporate law is from that we are familiar with in jurisdictions such as the UK, Australia, Singapore, and India. Third, the stint in NYU also exposed me to US law practice, especially as several practitioners taught courses or gave guest lectures at NYU.

I subsequently decided to move over to NUS and Singapore for my PhD, as I was keen to work in the Asian region and be closer to India. A fortuitous turn of events at the completion of my PhD resulted in my taking up a position on the faculty at NUS Law. This turned out to be beneficial to my interests, as Singapore has solidified its position as a legal hub, particularly for Southeast Asia and South Asia. This is evident from its status as a key international financial centre that now boasts of world class dispute resolutions mechanisms, such as an international arbitration centre, an international commercial court, and an international mediation centre. NUS Law’s own positioning as Asia’s Global Law School fits very well with my personal research and teaching interests, which has made this a rewarding journey.

7. There is a general perception in the legal field, encouraging law schools to focus on practical skills over theory. As an academic, what is your opinion on it?

As someone who has spent roughly equal time in legal practice (11 years) and in legal academia (12 years), I hold the strong view that law schools must not be swayed by demands to focus excessively on practical skills over theory or concepts. Legal education ought to provide a strong grounding to students to analyse legal issues, view matters from a critical standpoint, take a stand on them, and articulate the position clearly and convincingly (whether verbally or in writing). There is no substitute to a student partaking in this talent-building in a law school setting, the results of which may not be evident as soon as a student graduates, but will be immensely relevant in the long run.

There are opportunities for students to gain practical skills, whether during their law school tenure (through clinical courses and internships) or thereafter (through on-the-job training). Practitioners too play a significant role in training and mentoring early career lawyers, which several law firms in India have now embraced in a more structured and formal manner.

8. As a professor of law in an international university, how do you assess academic success and understanding of students with varied knowledge and perceptions from their jurisdictions?

Teaching students from varying backgrounds in an international setting is one of the most satisfying aspects of my job, but also one that is equally challenging. At the undergraduate level, there is some level of homogeneity, as students tend to come from broadly similar educational backgrounds. Matters are altogether different at the postgraduate level, especially in the master’s programmes, as students may already have a law degree from another jurisdiction. Such students come from varied backgrounds, and their diversity is an opportunity to create a melting pot of ideas and viewpoints in the classroom, and students can learn from each other.

One of the key identifiers is whether the student is from a common law jurisdiction or civil law jurisdiction, since the approach towards legal analysis of the law can be different. Another consideration is language, as some students may have studied or practised law in English, while others may be from jurisdictions where English is not the main language of instruction. Even when there is commonality of the legal origins and legal language, there could be other dissimilarities, including differences in legal terminology, traditions and practices, and institutional considerations (such as the capacity of the court system and the time it takes for justice to be delivered).

9. Would you tell us about the book The Reform Decade: Corporate and Commercial Law in India, which you co-edited?

The inspiration for this book came about during the tenth anniversary of the IndiaCorpLaw Blog, which I co-edit with a group of legal practitioners and academics. Over its initial decade, the blog had received quality posts from several contributors. Hence, along with two co-editors, Dr V. Niranjan and Mr Mihir Naniwadekar, I decided to curate and edit several blog posts in the form of articles that were published in this volume. We are thankful to all the contributors to the book, to the readership of the IndiaCorpLaw Blog, and to the publisher, EBC, for taking this to fruition. We hope that through the lens of the volume, the readers benefit from the journey of analysing the legal reforms in corporate and commercial law in what had been an eventful decade.

10. You have taught corporate law and governance in jurisdictions across the globe. Would you please tell our readers how teaching methodology differs across jurisdictions?

The teaching methodology may not necessarily vary across jurisdictions as much as one would like to believe, although it is important to relate the reading materials and the lectures and discussions to the specific audience. This includes using appropriate taxonomy or even some local case studies to get the students thinking about issues. Corporate law and governance is a dynamic area, so there is always some issue or episode grabbing the headlines, which makes teaching and learning very contextual. It also involves some amount of theory and policy, so it is important to assign relevant literature for the students to read beforehand.

11. With continuous research in the field of corporate law and governance, how may academics bring novel analysis to their research?

The field of corporate law and governance is one that is subject to constant reshaping. On the one hand, there is a continual evolution of the law, whether through legislation, regulation or judicial decision-making. On the other hand, changing trends in the corporate sector or even systemic events such as a fraud or bankruptcy involving a large player often generates heated debates. The COVID-19 Pandemic itself has drawn greater attention to matters such as the stakeholder responsibility of corporations, and also on the role of the corporate sector in mitigating the adverse impact of climate change.

Added to this are conceptual reorientations on matters such as the purpose of the corporation, the role of investors in corporations (i.e. shareholder stewardship) which involve both theoretical concepts and, where feasible, rigorous empirical analysis. This also means that there is voluminous literature generated in the field, and a researcher is always on the quest to zoom in on unaddressed issues or research questions, or on novel ways of approaching issues and questions that have already been the subject-matter of discussion.

12. Would you please share with us some books you read during your leisure time?

Lately, my main mode of consuming literature that is not work related is through audio books. Although it took me a while to acclimatise to listening rather than reading voluminous text, the advantage is that one can listen to books while even walking or driving, without having to devote specific time to the activity.

I have a general inclination towards non-fiction. This year, I enjoyed two excellent and well-researched books that get to the bottom of corporate malfeasance. Empire of Pain: The Secret History of the Sackler Dynasty by Patrick Radden Keefe chronicles the actions and omissions of Purdue Pharma (and its controlling shareholders, the Sackler family) in perpetuating the opioid crisis in the US, and Bad Blood: Secrets and Lies in a Silicon Valley Startup by John Carreyrou casts the story of Theranos, Inc., once a sought-after startup in Silicon Valley (founded by Elizabeth Holmes), whose allegedly revolutionary blood testing system concealed fatal flaws that defrauded investors, employees, and customers.

Other noteworthy ones are The Book of Joy by Dalai Lama, Desmond Tutu, and Douglas Carlton Adams, The Sun Does Shine by Anthony Ray Hinton, and The Choice by Edith Eva Eger. In fiction, I have taken to the works of Kazuo Ishiguro, such as Klara and the Sun, The Remains of the Day, and Never Let Me Go.

13. If you could give one piece of advice to budding academics, what would it be?

To have an inquisitive mind, which develops through a “T”-shaped approach (a concept popularised in the management literature), whereby the vertical axis indicates depth in one or a few specialised areas, while the horizontal axis connotes the ability to go beyond that into other areas, perhaps in collaboration with others.

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