INTERVIEW SERIES: MR. VIVEK JHA (PARTNER, FOX MANDAL & ASSOCIATES)

[Mr. Vivek Kumar Jha is a Partner at Fox Mandal & Associates LLP, with over 17 years of experience in corporate and transactional law. Renowned for his expertise in mergers & acquisitions, private equity, venture capital, and startup advisory, he has held key positions at leading firms including Shardul Amarchand Mangaldas and Khaitan & Co. With a reputation for being facilitative, business-focused, and deeply collaborative, Mr. Jha continues to shape high-value deals and mentor the next generation of corporate lawyers.]

Interviewed by Inika Dular

1. With over 17 years of experience across top-tier firms, could you share some pivotal moments or decisions that have shaped your journey into becoming who you are today?

There have been many moments/assignments over a period of time that have shaped my professional career. Before we delve into it, the best initial decision that I could have taken was doing an integrated course in Law and Management, i.e., BBA, LL.B (Hons). I was part of the first batch in India on such an integrated course started by the National Law University, Jodhpur, in the year 2001. With the growth of commerce and transactions in India, from a corporate lawyer’s perspective, understanding of law and management/commerce is a key USP, which helps in facilitating transactions and giving practical advice, and that is where the integrated course in Law and Management helped in creating the relevant bent of mind.

I have had the opportunity to work on some of the leading transactions in India. This included being part of the team that represented: Mylan Inc. in acquiring Matrix Laboratories of Hyderabad; Setting up of India Japan Fund, Advising Sterlite in bidding for IFCI; representing Arcelor Mittal in bidding for Sesa Goa; and many private equity and venture capital transactions over a period of time.  The transactions I have been part of have given me good exposure and perspective to better understand the commercial nuances and facilitate the deal-making process.

2. What was the biggest gap you discovered between what you learned in the classroom and what you encountered in the real world? How did college prepare you, and where did you feel you had to learn on the job?

In the legal profession, one learns each day and with each assignment at hand. Being good at academics does help a lot in the legal profession. There is no substitute for learning on the job.

That said, joining the first batch of National Law University, Jodhpur, came as a blessing in a way. There was no legacy of previous batches or prior standards or procedures, and everything was to be tried and tested. This setup gave us an opportunity to create our own processes/ standards and nurture an independent thought process. Our teachers facilitated great learning initiatives, which over a period of time were backed up by the aligned efforts of the students. Our college encouraged us to be independent thinkers, and we had to be given that we were the first batch! Further, our courses and the teaching methodologies were meticulously designed to foster well-rounded learning and a growth mindset. This helped us to create an ecosystem of excellence.

And to motivate us at that point in time, we were also trying to follow what other students, very, very good students of like institutions, are doing in their fourth year or maybe in their fifth year, so that we can also emulate them, learn from their experience.

3. Looking back at your career progression, which skill or competency that you developed early on has proven most valuable in your current role? How do you advise professionals today to build similar foundational strengths?

I used to read a lot of journals, corporate law-related topics, and articles, and I used to follow them. That time, there were a lot of changes in the Indian corporate law sections also, like there was a lot of talk about corporate governance in the years 2003, 2004. I also wrote 20-plus articles when I was in my fourth year and my fifth year. I was very well aware of what was happening in the markets in relation to corporate laws, corporate governance, securities law, and I took that as an opportunity to write about them, build my visibility, talk about them, and try to get the right internships.

Once you have known your ecosystem, you have known your ground well, and then you know what is your next step. If I have to give any advice to law students in this regard, my advice would be that they should focus more and more on keeping pace with what is happening in the market in relation to their desired legal field. For instance, if one is interested in corporate laws, securities laws, companies law, one should read commercial newspapers every day, follow the trends in the changes in the regulatory space, for example Securities and Exchange board of India from time to time issues papers for public consultation, the law students should keep track of such changes in regulatory perspectives and try to do more background research as to why these regulatory perspectives have been changing or why certain notifications have been coming from the regulator. Whenever you read about acquisitions, demerger/ mergers startup funding etc. in the newspapers, one should try to dig deep and read more and more on for example in relation to acquisition, various templates that are available in public platform on the share purchase agreement, if it is a funding there are various share subscription agreement templates are available on the public platform. The idea is to create an ecosystem of knowledge and interest, which, when put together, puts you in a position of creating value added for yourself and your institution.

4. How important were peer networks and mentorship during your college years? Are there any people or communities you found particularly influential?

Mentorship in college is very important because in college, you learn the basic skills of teamwork, guidance, and collective delivery. In this respect, we were very fortunate in the National Law University, Jodhpur, to have a highly dedicated teaching staff and dedicated students who together wanted to create an institution of international repute. Both the teachers and the students of the initial batches took this challenge and continually worked towards this. To give you few examples in initial batches itself as I am from the first batch of the university, in our very first year itself we formed various student committees like sports committee, academic supports committee, editorial committee, and student governance committee with an objective of involving students and fostering their independent development and emphasising the benefits of collective teamwork. Law schools are a bit different kind of institutions wherein the objective is not to understand the concepts in black and white but to develop multiple perspectives around a single issue for a well-rounded exposure and development.

5. What are you currently learning or exploring that excites you most, either professionally or personally? How do you stay intellectually curious and avoid becoming too comfortable in your expertise?

There are always exciting and interesting assignments and various opportunities to learn in the legal field. I am a corporate lawyer. I work with several organizations on transactional and advisory assignments. As a transaction lawyer, the practice is substantially commerce and balance is legal stipulations. So, in a transaction, I can say that around 80% is understanding commercial intricacies, and the balance is legal compliance. Having said that, understanding the commercials in a transaction is a must, and this helps you to act as a catalyst and, if facilitator to the deal making. Over a period of time, the role of a transactional lawyer in India has only been growing, and as a part and parcel of your scope of work, one tends to interact with important people in the organization, which are basically your clients who are doing for example a fundraise transaction or an acquisition transaction. Your seat at the deal table requires you to provide value-added services or inputs, which is becoming a general client expectation.

I always love to be part of the deal and help my clients and the stakeholders involved in the transaction to consummate the deal. Acting as a facilitator to the deal-making requires a deep understanding of stakeholder requirements and expectations, and after understanding the interest of the stakeholders, one must try to provide a middle ground because extreme positions do not seem to work in a transactional space. This is something you learn over a period of time, with increasing experience you have in relation to your transaction and interaction with multiple different stakeholders, and the party is in the transaction.

In relation to how do I keep myself intellectually curious or don't become too comfortable within my area of expertise, I believe in one concept as far as legal practice is concerned, since you are a lawyer, you are expected to be experts of law but your practice area also requires to be experts of facts. Always remember law is to be applied on the facts, so the more you have deep knowledge of facts before, the better you will be in a position to apply the law that is known to you as you are a lawyer. For example, if you are a transactional lawyer advising a lot of your fintech clients, then you should also try to know how does fintech industry operates, who the important elements in the fintech industry are, how this is organised, and how it can be made better from a legal point of view. Your understanding of the industry, to an extent, also helps you to become a better advocate or proponent of the products or services you want to provide to your clients. Knowing the facts also provides you with a very relevant context to align your legal inputs in terms of maybe market practices, in terms of finding a middle ground, or understanding stakeholders’ interests and expectations. That said, I read a lot on the industry or in relation to the industry to which my clients belong, for instance I have been following lot of news and the factual scenarios which are for example happening in relation to the pharma industry where lot of my clients are from, or direct to consumer space, fintech space etc. Always remember, to become better, you need to have a unique selling proposition that others do not have, and that is where you get remembered by your clients.

6. When you reflect on your career and contributions, what type of impact do you hope to have made on the people you've worked with and the organisations you've led? What would you want your professional legacy to represent?

Working in a legal organization or in a law firm involves a lot of teamwork. You cannot be the best, or you cannot give your best output when you're working in silos. The team that works with you plays a very important role in terms of mutual understanding, offering different perspectives, and ensuring efficient delivery of advice to the client.  I have always tried to foster a positive culture in my team, wherein I backed my members to perform to their optimum, be independent thinkers, undertake front-end with the clients and the counterparties, develop independent thought process, and most importantly, I stay away from micro management. Micro-management has a negative effect on the confidence of team members, making them work within a shell, which impacts the quality of advice and the representation to the clients. The attributes of being confident, an independent thinker, motivation, and passion culminate to foster clients’ trust. Always remember, in a legal profession, the trust of the client is very important as the relationship develops on trust.

7. Given your experience in startup advisory and VC transactions, what trends or legal gaps do you observe in India’s startup ecosystem today?

You see, the Indian startup growth story has been growing over a period of time from around 2013. With the growth of startups in India, there has been parallel growth of VC and PE investments in Indian entities as well. Look at the number of unicorns we have in India Today, and India is one of the economies that has the highest number of startups in the world.

In relation to the trends, with the startups’ growth starting in India, from a lawyer’s perspective, I had a chance to interact with many startups, which today have become big organizations. The realization of the value of good legal advice has grown substantially among the startup founders, investors, and relevant stakeholders. For instance, if I was to talk to a startup founders to have founders agreement in place which is a basic document governing the relationship aspects between the founders/ co-founders, 8-9 years back, such founders would have typically told me that they are good friends, thick friends, or family friends, and there is no need to have any document like a founders agreement in place because there will be no disputes between the founders as they are good friends. But you see, in the last few years, there have been many founder disputes which have put the company in a limbo and affected the interests of the investors and the other relevant stakeholders. Today, the scenario is changed; the founders themselves ask us lawyers to put in place a founders’ agreement, for example. There is a lot more realisation that being on the right side of corporate compliance and corporate governance positively impacts the valuation of the brand and the outward reach of a startup organization. Organizations that are on the right side of corporate governance tend to be more attractive to investors and consequently are successful in raising growth capital from time to time.

Additionally, as far as trends are concerned, today I see the founders/ promoters now are much more aware of transactional requirements, and they want to negotiate an optimum package of rights and obligations with their investors in the transaction documents, whenever they are raising funding in their startup organization. That said, with more traction in the startup industry over a period of a decade, one sees the growing amount of disputes within the founders, between the founders and the investors, and among other stakeholders. Having robust transaction documents in place in such a scenario is a must. Well-drafted and well-laid-out transaction documents act as a good reference point in case of dispute between the parties and help them protect their interests in rainy days.

8. How is technology reshaping corporate law practice, and what tools have you personally found effective in streamlining legal processes?

The use of technology in legal practice is important and is going to become more important in the times to come. The idea of efficient legal technology is to ease the process of doing work, providing more free time at the top level to undertake initiatives in relation to the profession or the firm. Basically, the use of efficient technology by law firms and legal professionals will provide them with more opportunities to do business development. Technology is relevant here given the time efficiency in managing the work, in delivering the work, and the accuracy of the technology, which is in giving quality legal advice. You will see that a lot of routine, run-of-the-mill work will be getting done through the use of technology and AI tools. Many legal professionals and law firms have already started using AI tools and legal technology for their day to day work, undertaking corporate legal due diligences, comparing voluminous documents, clause by clause of provision by provision analysis of lengthy documents, formatting of the documents, Case law analysis,  streamlining the processes of using the past precedent documents of a law firm. While using technology has a lot of advantages in the legal profession but at the same time, responsibility also lies on us to use the technology efficiently so that all of us are also getting good exposure to the assignments that we are doing alongside the use of technology. Technology here is not a substitute for experience or exposure, but it supplements getting more experience and exposure.

9. You’ve spoken about a focus on value creation rather than goal-chasing. How does this mindset influence the way you structure deals or interact with clients?

Value creation is a very important facet of the legal profession. If you don't create value or provide value-added services to your clients, you will not get paid in premium. A legal professional should always focus on providing value-added advice, understanding stakeholders’ interests, understanding the client's interests, and aligning all this with prior experience that the legal professional has. This helps in creating an environment or an ecosystem of excellence and fosters the trust-building exercise in relation to the client. As we discussed in the initial questions, the law is never in black and white; there are no answers in law, there are perspectives and interpretations in law. If the law were only in black and white, why would a judgment of a court get overruled by a Superior Court? It happens because of different interpretations, different perspectives, and factual background. This means it is called a growth mindset, wherein you are learning from every person you are interacting with. The more you are interacting with different people and the more assignments that you are doing, the more perspectives and interpretations you are acquiring on a given piece. This makes you a well-rounded legal professional, and the clients want to see this kind of legal professional who provides them with practical and implementable advice, and at the same time puts emphasis on the protection of interest to the client.

In a transactional practice, it is important for legal professionals to create a win-win scenario for all the stakeholders or all the parties in the transaction, and that is how legal professionals act as a facilitator to the transaction and not the deal breaker.

10. If you could go back and give advice to your college-age self, what would it be? What opportunities would you encourage yourself to pursue, and what would you do differently knowing what you know now?

I was part of the first batch of National Law University, Jodhpur, and being part of the first batch came as a blessing. We did not have a legacy of having seniors guiding us on any aspect, including in relation to how to undertake subjects or courses, how to apply for internships, how to apply for LLMs, or what is going on in the market. Given this, the only choice that was left to us was to do the front-end on our own. This was the best opportunity that we could give to ourselves, all of us work very hard with consistent focus, in fact, overworked, overprepared, and in this process, we discovered ourselves and our potential. If we did not straight away know how certain things work, we have to know how certain things don't work. I'm very grateful to our first vice chancellor, Professor Doctor NL Mitra, who not only guided us but also gave us confidence that even though our university was new, we can take on the world’s best institutions and compete with them. I would also like to thank all my teachers that point in time, in fact, many of them started their teaching journey along with the first batch of students.

So, I will not do anything differently, actually, and very fortunate to be part of National Law University Jodhpur.

11. And lastly, what core values or skills would you advise law students to develop if they wish to build a career in corporate transactions and advisory?

My advice to someone would be to do your best, so you don’t have too many regrets later. Those who are young in the profession should work on what they can do rather than thinking of something which might not be in their control, for example, applying for as much legal empanelment work as possible, rather than waiting for work to come. 

For law students to develop core values and skill set in corporate transactions practice or maybe corporate advisory practice, it is advisable to understand and spend some time on the factual matrix, commercial matrix, and then supplement it with the knowledge of law. To develop an interest in corporate laws, one should read at least one commercial newspaper every day, like the Economic Times or the Business Standard, and these newspapers are easily available in the university library of any institution. This will help you to create general and market awareness of the practice area you want to get into. So if you read a newspaper item in The Economic Times or the Business Standard or like publications on any acquisition, merger, demerger, funding investments into India, then you are creating an ecosystem for yourself where you are more aware of what is happening around you in your chosen field of profession or to-be profession. Secondly, try to publish as many articles as possible, or write blogs, or 4 or 5 students come together to create a YouTube channel, you know, create informational discussions or debates based on Instagram on the topics you have been reading in the newspapers. So, for example, if you have been reading about certain acquisitions in Indian companies from the newspapers, you can actually write an article or a blog on what the acquisition process is in India in relation to the acquisition of a company. This news item and the discussion over it through various media available will help you initially to develop a core knowledge at your level. Of course, you will learn more and more as you get into your field of profession, along with the assignments you will be doing from time to time. But at the students’ level, it is very important to create an ecosystem of awareness, and this awareness helps you to focus strategically and also helps you to build a profile for yourself and do brand building for yourself. For instance, when somebody sees your resume and sees that you have been writing a lot of blogs or articles or carrying out discussion videos on something like gift city which is in news right now and which may be a big thing in India in times to come, the interviewer straight away understands and takes note of your focus and your awareness, and this gives you an edge over other students because you have worked consistently on something which is relevant.