Brief introduction
Aditya Singha is an independent counsel who has worked at India’s best-known corporate law firms, advising multi-national and domestic clients on their transactional and general corporate law requirements. His focus areas include transaction and fundraising advisory, commercial issues, and risk allocation and mitigation through contracts.
He possesses a successful transactional practice in new and emerging sectors such as blockchain (including crypto-based businesses) HealthTech, EdTech, SaaS, and e-commerce as well as traditional industries such as healthcare, aviation services, creative arts (IP portfolio protection and ringfencing), and manufacturing.
1. We know you as Aditya Singha, the corporate lawyer at premier law firms in India turned independent counsel. But can you start from the start and tell us about your initial inclination towards law and the reason for your focus on fundraising advisory and commercial transactions?
Unlike a lot of my peers, I did not come from a family of lawyers. However, my grandfather began his practice of law after he retired from the government services. As a young kid, watching my grandfather work even harder after retirement (as is known, the law is a jealous mistress) and seeing him interact with people in the community made me consider this as a profession which commands time and effort, but rewards with respect and knowledge. At the same time, I was a bit of a nerd with a penchant for absorbing knowledge and seeking to understand people. Realising that this was the essence of the legal practice, I decided, at the age of 10-11, that this was what I would aspire to become. Even though I had other backup career options, getting through the NLU, Delhi entrance made it clear about where I wanted to study.
Although the decision to pursue law came early, I did not have an idea of what I would do within the law. I was introduced to various practice areas over the years in law school and one of them was competition law which was up and coming back then. It had various elements such as commercial law, pure economics, drafting and arguing. This pushed me towards choosing a career in competition law and I chose to join P&A Law Offices due to its international clientele and Mr Anand Pathak, who is one of the most renowned names in the competition law space in India and internationally. Surprisingly, in my first month, I was staffed on a broad scope of matters that included not just competition law but also corporate law. Soon, I also started assisting clients with intellectual property and employment law-related matters as well. When I asked Mr Pathak why he was making me work on a plethora of matters and that too, of various work verticals, he gave me advice that pretty much shaped the lawyer I am today — he said that he wanted me to become a well-rounded advisor and for me to engage in various fields of law that may immediately seem disparate but are somewhere connected. I could not appreciate the value of that statement back then but because he pushed me to experience and work towards understanding different verticals, I identified that the true value that I would create for clients would be to become a generalist who specialised in a particular focus area. Then after about 3 years, I found great passion in transactional law and the business aspect of law. I used to read books on venture capital and M&A from notable American authors in P&A’s stellar library, which had a masterpiece collection of transactional law-focused books. I was also eager to work on more transactions and would jump at the opportunity to become part of any transaction. So, my interest towards transactional law was cultivated at P&A, honed at Khaitan (where I joined later), and led to where I am today.
2. We know that law firm jobs in India are highly sought after and coveted. What was your motivation in transitioning from such a job at a premier law firm and beginning your independent practice?
I think I always knew that I wanted to start something of my own and that also stems from my initial reason to become a lawyer. Again, my grandfather, who was my inspiration, had an independent practice. Even though he worked harder than most people half his age, yet was ecstatic about his work and enjoyed the process. I saw how he would manage his time and his clients in the way he wanted, and that instilled a desire in me to be entrepreneurial. While the entrepreneurial seed was set early on. I did not know when it would germinate into a reality. As I developed my passion for corporate law, I also realised how challenging an independent practice can be in this field, but I was determined and motivated enough. Another important factor was COVID-19 pandemic, which made me think about what we as lawyers were doing and where my personal and professional life was headed, thus acting as a trigger. COVID also made me realise that flexibility of time and health were very important to me, and that work should not and cannot take precedence over personal life all the time. Therefore, I decided that it was the right time to start my independent practice and help clients not just in the legal domain but also beyond. I must stress that my choice to go independent was purely a personal decision. I had luckily experienced a fantastic work culture and environment at both the law firms where I worked, and leaving each firm was not an easy decision.
3. That perspective of wanting to prioritise personal relationships and health is not very common in our profession and more so at the stage of career you were in, given the high-intensity environment and lucrative monetary compensation. What do you think was the reason you did not lose sight of what was actually important?
I would credit this perspective to my upbringing and the early instillation of certain values. The paramount principle I learned was that money serves as a tool, not the ultimate goal. One’s purpose in life is not solely to accumulate wealth; rather, it can act as a pathway towards happiness. I do not believe that money should be the sole motivator for one’s actions.
I should stress and also acknowledge the privilege that I have been bestowed with because of my family. My family worked very hard to ensure that my future was secure. Leaving a lucrative law firm job in a senior position and starting an independent practice is a very high-risk proposition. However, my privilege ensured that my concerns were purely professional, and allowed me to take this significant decision. This privilege also includes a set of extremely encouraging friends and clients who continue to motivate and support me.
4. Moving to more technical questions, can you tell us about an interesting transaction that you worked on recently and tell us what were the complexities in the same?
I recently assisted Premier Heavy Lift in structuring and successfully acquiring the crane business of Transindia Realty & Logistics Parks Limited, a demerged unit of Allcargo Logistics Limited. The seller in this transaction was a listed entity having certain obligations to close the transaction at a particular date because of certain compliances, while the purchaser had certain requirements and conditions in acquiring the whole business of the seller. Thus, identifying a path that would fulfil the objectives of both parties was quite complex. Additionally, as the transaction involved a complete business transfer and not just a share transfer, it required a deep understanding of the whole business — from the machinery and employees to clients and financials, and thus, added to the complexity of the deal.
5. As someone who has worked on transactions of significant monetary value at large firms (with immense resources) and also independently, what are the challenges you faced as an independent counsel?
I do not look at working independently as a challenge. I would qualify it as a function of the stage of my growth and career. At this stage, I do not feel the need for administrative support or a junior team or secretarial assistance. So, I see it not as a challenge but just as a different way of working. What must also be noted is the fact that my objective is to always maximise client value in the most efficient manner possible. For me, that often happens when I manage the entire mandate by myself. However, as and when required, I rely on a wonderful network that I am building so that ultimately, client value is maximised. Again, there are various factors at play here — cost, time, resource availability, and expertise. Having an independent practice with limited overheads allows me to be flexible in most of these aspects. Thus, at this point, I find the most efficient manner to achieve outcomes, and hence, I do not view the lack of resources as a challenge, but rather, an opportunity.
6. You emphasise being a well-rounded advisor in the legal field, what would you say is the role of a lawyer in advising for fundraising? Is the role restricted to just ensuring the process goes smoothly without any hiccups in compliance, or does it involve a higher degree of involvement in ensuring that clients (be it a startup or an investor) and their interests are thoroughly protected?
In transactional law, clients hire lawyers for two reasons. One is to seek advice on how to deal with and go about solving issues for the client. This would include helping the client in structuring the deal, draft the transaction documents, negotiate with counterparties, assist the secretarial team, etc. Two, because the Board of the client requires the client to hire a law firm as part of their internal compliance and to ensure that all decisions of the deal go through the firm. The lawyer/law firm then can either proactively involve themselves in the deal, or allow the client to run the deal and step in only to solve challenging issues as and when they arise. The spectrum of a lawyer’s involvement oscillates between these two extremes and each deal with each client may have different approaches.
Personally, I have always felt that a lawyer should act as a guide and a problem solver rather than just a person who understands how certain documents are structured. In start-up advisory, you often see young founders sign up for clauses in a term sheet that they think look standard but whose implications they do not fully understand or grasp. In this case, a lawyer can assist in helping the founders understand the implications of certain conditions. A lawyer’s role especially for young companies and founders requires the lawyer to ensure that the client understands every aspect of the transaction and not just step in to crystallise the transaction documents. To help clients understand challenges and mitigate them is where I feel the beauty of law lies and that is the role I enjoy playing.
7. From the side of founders, what can be some general practices that help ensure that the interests of investors are aligned with them, given the recent news of founder-investor disputes and concerning the funding winter that is going on right now, what do you think is the role of lawyers in building back that trust and making corporate governance better in startups?
That depends on how discussions before the signing of the term sheet take place. I always advise the founders that I work with that they must, firstly, align the vision of the business with the investor early on because most issues that founders face arise because of misalignment of founder-investor vision. Secondly, there must exist clear protocols and processes for communications, including communicating the challenging issues, because if the founder is afraid of sharing something adverse about the business to the investor and hides mistakes, then the mistakes usually compound at every step and after a point, become too big to rectify. Allowing the space for open communication and aligning on the vision is thus critical for startup success.
From a strictly legal perspective, when advising a founder, a lawyer can implement measures to minimise the founder’s risk, either by safeguarding their personal assets, or their ownership stake in the company. This is because the company fundamentally serves as a vessel for the founder’s vision. While it is valid for investors to seek compensation if issues arise from the founder’s actions or omissions, there should be a reasonable limit and certain exceptions to such claims. Therefore, the guiding principle is to prioritise the founder’s interests and the company’s interests to the fullest extent while also considering the rights of the investors.
8. You have the unique experience of working for transactions in traditional fields such as construction, healthcare, aviation services and also new and upcoming fields such as blockchain, EdTech, SaaS, etc. What according to you are the main differences between transactions of both these types?
I would say the transaction structure for most fields would be fairly similar since the acquisition of shares would be the same whether it would be in the EdTech and blockchain space or construction and healthcare space, because a share is ultimately a share in a company, and the transfer process and conditions would be the same regardless of the industry. What differs though are the regulatory structures, because a certain industry might require regulatory approvals before the transaction can take place, or another industry might restrict the transfer of shares only to certain entities. Having said that, it is crucial for any lawyer working in these newer sectors to follow the market trends, know what kind of deals are taking place, identify any proposed regulations that are being framed, and just generally, what is the market heading towards. For example, if we take fintech, understanding how regulations or guidelines are being framed by the RBI and what impact they have not just legally but even businesswise, is crucial for the lawyer advising such companies, since those companies appreciate lawyers who understand the business and the industry, because it allows them to empathise with any challenges or pain points of the company. Ultimately, it is about becoming an advisor that your clients can trust, and building industry knowledge and awareness goes a long way in cementing that trust.
9. As mentioned by you, a lot of these newer sectors are in a developing regulatory ecosystem. How do you keep up with the continuous developments and how do you advise startups in areas which are new to everyone within the landscape?
That is a good question because traditionally keeping up with the amendments of standard laws such as the Companies Act or the Income Tax Act is not difficult due to the resources available and the mainstream nature of these statutes. However, for sectors that are going through changes daily and do not have laws but “guidelines” and “regulations” staying up to date does become a challenge. This challenge can be tackled by staying up to date with platforms such as news blogs, pink papers and business-oriented news sites like ‘The Morning Context’ and ’The Ken’ that have certain business and financial elements, and also touch upon any legal changes that might have occurred. This ensures that you are updated with the industry as a whole and these may also provide an idea of the path which the regulation is taking and any future regulations coming up. Another way to stay updated is by staying active on LinkedIn where various reputed lawyers and advisors share updates on the latest developments. These days, I feel that knowledge is readily available, and lawyers cannot claim ignorance because the avenues for immediate information are numerous, and with a little effort, lawyers can stay updated.
10. How has your network contributed to your career, and how do you stay connected with the legal community?
To me, a service professional’s (and indeed a lawyer’s) biggest asset is their network. The network allows — especially when one is an independent practitioner — an individual to leverage it and rely on it to secure mandates and referrals or share mandates and referrals. For example, in the deal that we spoke about previously, I worked with a colleague who was with me at Khaitan & Co. When the deal required a seasoned tax practitioner, I immediately figured out that he was the one I should contact and that helped me maximise my client’s value as well. So, a network is not just good to have, it is almost essential, since even as an individual working at a firm, you need people to rely upon and ask for help. Your network is also a source of most of your work, I can safely estimate that more than half my work volume is generated through my existing network of colleagues, friends and well-wishers.
11. As you go through this stage of your career, what are the things you are looking forward to professionally? And what do you foresee as the key legal trends or opportunities in corporate and transactional law in the coming years?
For me, I believe that there is a lot more value to add to the field and I know that a lot of growth is in store for the future. In terms of the industry, there is a lot of talk about how AI will disrupt the whole service industry and the legal industry as part of it. While it is true that there are a lot of potential applications for AI in the field, I do not think that it is right to say it might eliminate the need for lawyers. However, once it attains more accuracy it has the potential to transform the legal practice into a more efficient one by reducing the time lawyers spend on mechanical aspects of a mandate. I also think that fintech and blockchain are two areas that are ripe for disruption and have a lot of potential.
12. Lastly, would you like to share any closing remarks or any advice for our readers?
I want to emphasise how essential it is for law students to grasp the true value and purpose behind their endeavours. No matter what task you are engaged in, I believe the primary focus should be on personal growth. This journey of growth not only illuminates different facets of your own character, but also opens your eyes to the broader world around you.
I would also encourage young lawyers to embrace every challenge as an opportunity to grow. Stay curious, stay committed, and never underestimate the power of perseverance. Your journey in law will undoubtedly have its trials, but each hurdle is a chance to refine your skills and shape your character. However, do not forget the important things in life — friends, family, connections, experiences. Often, we succumb to the pressures of the profession, but you should always have a guiding light that drives your path.
1. EBC-SCC OnLine Student Ambassador, National Law University, Assam.
