In conversation with Vishak Abraham, Partner, CAM on Wading Through Transactions

Brief Introduction

Vishak Abraham is a partner at Cyril Amarchand Mangaldas (CAM). He had done his BA LLB from National Law School, Bangalore in 2008. He had started his career at the erstwhile Amarchand Mangaldas Suresh A. Shroff & Co. He has over 15 years of experience in handling a variety of corporate and commercial transactions. He has wide ranging experience of not only structuring and closing numerous investor-driven transactions, but also of undertaking the complex negotiation of promoter/sell-side requirements on multiple occasions. While sector agnostic, he has significant experience in real estate, education, financial services/fintech and environmental sectors. Some of the deals that he has worked on include, acquisition of Food Panda by Ola, Tencent’s investment in Ola, Qatar Investment Authority (QIA) in its investment in Byju’s and many other.

1. What inspired you to take up law as a career, was it parents or an inherent interest? How did the journey to NLS start?

There was an inherent interest, however, that interest was buoyed mostly by legal fiction of the pop variety, aka John Grisham. It was only after spending a few months at NLS, reading real cases as precedents, that the fog lifted and the hope of being entangled in something like the runaway jury disappeared without a trace. I wish I could say that inspiration had come from to kill a mocking bird or something inspiring like that, but alas, no. The reality, also, was that, in those days there were only 2-3 top law schools, and they all had separate entrance examinations. If I had not gotten into NLS, NUJS or NALSAR, I do not know whether I would have pursued it.

2. How was your experience in law school, and what were the experiences, and motivations that shaped you as an individual? Would you like to recount some of them?

I still count my time in law school as one of the best continuous 5 years of my life. In law school, I found out that everyone deserves a chance, and that everyone can be themselves and not necessarily be judged for being oneself (at least not too much) – of course, one could be judged for everything else. It was a great place to be studious or not, nerdy or sporty, lazy or crazy- none of it mattered. One would find one’s tribe and figure out that one could be oneself, and still do well and still be accepted. It was also a place that exposed me to different “ideas”, both in terms of the professors (many, not all) at NLSIU and their respective classroom pedagogy, and merely through osmosis of being around one’s fellow students, who were (and still are) some of the smartest human beings I have ever met. There is no one event which comes to my mind at this time to recount, but if I had to imagine, I would not be surprised that it involved a rooftop and a lot of alcohol.

3. What were the difficulties and most important lessons which you came across in your journey from being a law student to a partner at Cyril Amarchand Mangaldas?

I am lucky enough to say that I did not face much difficulties in my journey from law student to a CAM partner. I had a great run of luck (from internships to fortuitous meetings), had the best bosses and mentors, an extremely supportive spouse and a bunch of great teammates that have supported me at every step.

If I had to try and put down the lessons I have learned in this profession, it would be:

1. do not take oneself too seriously, and be open to reach out to others for help;
2. ensure you have a life outside the law;
3. know your law, and update yourself;
4. learn to do business development early, and make it part of your routine early on;
5. build and invest in relationships for the sake of the relationship, and do not approach it with a transactional bent of mind (i.e. expecting something in return);
6. read (or for those that are too lazy these days, listen to) everything (in addition to the law); you never know what will help you tomorrow in a conversation that will take off, or more importantly, to help you think laterally (out of the box) – whether it is “evolutionary biology” or “quantum physics”; and

7. figure out, early on, what kind of lawyer you want to be, and work towards it (even though that concept itself may evolve as part of your individual journey). By this, I do not mean that you must figure out whether you want to practise criminal litigation as opposed to corporate insolvency or listed M&A, whilst in college or at the beginning of one’s career. That is an evolving journey for many; but rather, I meant that it would be good that if one can figure out in the first 3-5 years of joining one’s career whether you are more comfortable doing business development and being a rainmaker, versus being an executing lawyer or an advisory lawyer, versus doing it all. Each of them can bring a lot to the table in larger law firms, or even amongst partnerships among a few lawyers.

4. You have a rich experience in general corporate, could you recount some of your experiences on the same.

I have mostly been a transaction lawyer throughout my relatively short career. I enjoy being a transactional lawyer, whether it is transactions in the venture capital (VC), private equity (PE) or mergers and acquisitions (M&A).

An interesting aspect of being a transaction lawyer, and many people outside this ecosystem will not realise, is that the lawyer is placed in a unique position to be at the nexus of crucial commercial discussions – as many commercial constraints of the parties come to the fore only when they are being drafted and negotiated into the deal documents. At some point, the exceptional transaction lawyers (and by no means do I claim to be one of them), transition from being “a mere lawyer” (that does diligence and drafts contracts) to an “advisor” (in its truest sense) to their clients. There is no one else, whether the deal team, the investment bankers, or even the tax and financial advisors (though there are some in this field who do it equally well), who would be in a unique position to provide fair advice balancing the interests of both (all) sides in a transaction, and at the same time fully protecting their client’s legal and commercial interests.

5. Can you discuss a particularly challenging case or transaction that you have worked on, and how you navigated any legal or ethical obstacles that arose?

I do not want to give a cop-out answer, but realistically, all the transactions that we work on in the PE/M&A space are complicated and present a unique set of commercial objectives that require to be tackled by all parties – and are hence complex, nuanced and therefore, quite interesting.

Having said that, the transactions that really get me excited are those where the lawyers have a critical role to play in getting the deal done, including preparing and negotiating a fair draft of the transaction documents. This will require the lawyers to not only have a great working understanding of the transaction documents, but also of the market standards, an alignment with the client and the counterparty on their respective commercial objectives, and the confidence to take practical decisions to close the transaction – while at the same time protecting your client’s interests.

An interesting ethical question which presented itself was when we realised that the counterparty (being the investor/buyer) had missed a very critical provision in their indemnity clause – which had effectively nullified the indemnity obligation of our client. We could easily have kept quiet about it, and likely, no one would have been the wiser. However, we discussed this consideration with the client (who had commercially agreed to provide an indemnity) and their investment advisor, and with the client’s consent, broke it to the counterparty counsel without embarrassing anyone. This earned respect for our firm from everyone on the transaction. Later, I was glad to understand that this was not the first time a partner at CAM had done something like this.

6. How do you approach drafting contracts and agreements for businesses, and what do you consider to be the most important factors to think about while doing so?

1. Fully understand the business of the entity/group. Where possible, spend time in the offices or factories speaking to those on the ground as well. The big picture clauses/provisions of most commercial contracts are relatively common across documents, and can be easily drafted or understood by most lawyers, however those contracts and lawyers that set themselves apart are those that fully understand the business of the client, and therefore are able to capture nuanced use cases and business requirements in the contracts, assess materiality of templated provisions, or include specific clauses that would be pertinent for a particular business/industry and may not for another business/industry.
2. Send an outline of what the key provisions are in the contract to the client before commencing drafting. This only needs to be a few bullet points, but should ensure that the construct and legal implications are outlined in non-legal language to the client.
3. Clarity and conciseness in drafting – complex language, long sentences or archaic words are not going to help if the provision/clause/contract cannot be understood clearly by the business folks who will review it – to ensure that it aligns with their commercial objective, or if such contract cannot ultimately be interpreted clearly by a third party/adjudicator, if in the unlikely event of enforcement.
4. Presenting a fair draft, rather than trying to send a one-sided first draft. It achieves two objectives – firstly, it earns goodwill from the counterparty, so that your questions and negotiations start on the right footing, and secondly, it reduces the time to close the draft, which will typically be appreciated by all parties.

5. While the use of precedents is a must (and on a lighter note, therefore plagiarism is a good thing in contract drafting), it is also important one does not over rely on precedents. The key is to identify a good precedent which can be a starting point, fully understanding the context of that precedent, its limitations and issues; therefore, knowing how to modify and adapt it.

7. Now to move on to some other side of experiences, everyone believes to some degree that life at the big law firms would look something like the TV series suits – rubbing shoulders with industrial stalwarts and entrepreneurs. How far do you think your own experience would account for that?

I am sure you know this, but there is nothing, even vaguely, similar to “suits” that we do in big law firm work, and at least I can account for that in India. On the latter part i.e. of meeting people who you otherwise would not, that does happen at times by virtue of doing transactions – though I must confess that it is not always as glamorous as one might want or hope for. In fact, more than the stalwarts of industry and the celebrity entrepreneurs that I have had the opportunity to meet, the most excited I got has been when I interacted with my own childhood heroes – like ex sportspersons.

There are definitely some lawyers, and some practice areas within law firms that do “rub shoulders” with the folks you mentioned regularly as part of their work. Having said that, and at least for me, I would not associate the word “glamour” with most of the day-to-day work that we do at law firms. From an outsider’s perspective the work can, in fact, be seen to be quite mundane – so when I tell my friends that I still like what I do, it is difficult for people to relate to. Most lawyers who have been doing what they do for more than a decade or so, actually do love what they do – even without it being “glamorous”.

8. How to get an internship at CAM? What are the qualities which you look in an intern prior to granting them an internship?

CAM has a coded internship intake policy, and is based on the input from, and policies of, the “recruitment committees” of different law colleges with whom CAM officially engages with. I am not involved in that process, and hence would defer to others who are, to answer this. Having said that, if I were to guess, the qualities that we look for in an intern would be similar to the qualities that any law firm would look for in an intern, or a first year hire. These would include, a good academic record, an interest in an area of law or in the law in general, ability to think on one’s feet, etc.

9. Do you find the work hectic? Or better still, how do you have a work-life balance.

Transactional work will likely involve long hours at times, during the time that the transaction is near signing or closing. Yes, at those junctures of a transaction, it can be hectic. Having said that, I am reasonably sure it is no different from the hours that any similar high intensity role would require in the corporate world.

As I mentioned at the very beginning of this interview, one of the key learnings for me has been to ensure that there is a life outside the law firm. Managing work-life balance has to be a conscious decision, as it is very easy to equate work with home otherwise.

On the work front, it involves managing timelines and expectations. In my experience, if one can meet deadlines with clients (or senior lawyers in the law firm, as the case maybe), provide good quality work consistently and establish a track record of being able to do what it takes if required, it is not difficult to clearly set reasonable expectations and timelines right at the beginning of an assignment.

On the non-work front, some “work” is also required to ensure you have a good work-life balance. I think it might be different for different people, but for me two things are very important – firstly, to ensure that my family is fully aware of my work commitments and non-work schedule of commitments (going out for a meal, or going on a short holiday over a weekend), and that at “most times” I am able to meet those non-work scheduled commitments; and secondly, to find something that will help you switch off from work – it could be anything, whether it is physical activities (like hiking, swimming, yoga or intense workout sessions), or an interest in birding, wildlife photography, sketching, painting, cooking/baking, long distance driving, cycling, etc.

10. What would be your suggestion to manage time better or be more productive in general?

(i) Make lists at the beginning of the day, setting out what one aims to complete by the end of the day. It is not only a great tool to keep track of work, but also helps you estimate your own timelines better, depending on how often you meet your goals, and most importantly helps you to also prioritise work. (ii) Have open conversations with your client about timelines and existing commitments, or for junior lawyers, have such open conversations with the senior in the practice, about your existing workload, your estimates of delivery of the work product, etc., all right up front. It will help you understand what the realistic wiggle room is (or lack thereof – where there is an urgency) and work towards achieving deliverables on such timelines. (iii) Deliver work as per an agreed timeline, and buy yourself goodwill going forward.

11. In the recent years you have had a tryst with academia. What is your opinion on the Indian academia?

I do not think that teaching a couple of courses would qualify me to comment on Indian academia as a whole. My interactions with Indian academia, whether as a student a long while back, my reading of non-fiction by Indian academics (and now listening, via podcasts), and otherwise, have all reaffirmed my belief that Indian academia is of a great standard – and that there is just so much talent in Indian academia. Specifically, my interactions with the faculty at NLSIU (where I spent 3.5 months on campus) were excellent and do not in any way take away my opinion.

12. Would you now, having had these experiences prefer a career in academia versus corporate law?

No, I think a healthy mix, tilted in favour of corporate law is what I would aim for. As I mentioned earlier, I genuinely like what I do, and at the same time enjoy aspects of training/teaching as well. Thankfully, my work gives me that opportunity (to some extent) itself.