Deals of the Year Cover story

2010 Deals of the Year

India Business Law Journal showcases 50 of the most significant transactions, court cases and IP enforcement actions of 2010 and reveals the law firms that guided them George W Russell reports

he international financial crash that has crippled Capital markets Deals of the Year the world’s major economies since 2008 barely sideswiped India. So it is no surprise that 2010 T Coal India’s IPO was a major deal-making year, both for Indian companies 1 domestically and internationally, and foreign multinational corporations seeking India-related investment. Value Principal law firms Following a lengthy period of research and consulta- tion, India Business Law Journal has selected 50 landmark US$3.4 billion Amarchand Mangaldas deals and disputes, concluded between December 2009 and December 2010, that showcase legal talent at its best. Ashurst The winning deals and cases, which are divided into sev- eral categories, have been chosen subjectively based on DLA Piper transactional data, submissions received from Indian and international law firms and a range of interviews conducted Luthra & Luthra with India-focused legal and corporate professionals. In arriving at its decisions on the winning deals and cases, India Business Law Journal’s editorial team evaluated the The largest initial public offering in India to date raised significance of all shortlisted contenders from a legal and US$3.43 billion for the government, which disinvested 10% regulatory standpoint. The value and complexity of each of its shareholding in the company. DLA Piper advised both deal or case was considered, as were any precedents that Coal India and the Indian government. “I think the biggest may have been established for the future. challenge was simply taking a company that is genuinely

December 2010/January 2011 India Business Law Journal 23 Cover story Deals of the Year

The whole Coal India IPO Loyrette Nouel acted as international legal counsel to the selling shareholder, while Crawford Bayley & Co acted appeared to be ... as if the as domestic legal counsel to the selling shareholder. script was written somewhere The Sydney office of Dorsey & Whitney acted as interna- in the heaven tional counsel to the underwriters in this public offering of shares in Asia’s third-largest iron ore producer. S&R Jagannadham Thunuguntla Associates acted as domestic legal counsel to the book- Strategist & Head of Research running lead managers. SMC Global Securities 3 NTPC’s further public offer

Value Principal law firms

US$1.8 billion Amarchand Mangaldas

Luthra & Luthra

O’Melveny & Myers

The further public offering (FPO) of equity shares in NTPC was the first “fast-track issue” of a public sector undertak- ancient – having operated for more than 100 years in vari- ing in India. “This means it occurred over a very compressed ous forms – and bringing its disclosure and controls up to a timetable,” says David Makarechian, a Singapore-based level where it would be appropriate for sophisticated inter- partner at O’Melveny & Myers, which advised the Indian national investors,” says Stephen Peepels, a partner at DLA government’s Department of Disinvestment, as sole inter- Piper in Hong Kong, who led his firm’s team. Domestically, national counsel to the offer. Amarchand Mangaldas acted a team from Luthra & Luthra led by partner Madhurima as domestic legal counsel to the company and the selling Mukherjee advised on the transaction. “This would not be shareholder. Luthra & Luthra was the domestic counsel to possible without the sheer hard work of Luthra & Luthra,” the book-running lead managers. “The offering was also Coal India chairman Partha S Bhattacharya said in his list- the first-ever in which an Indian company used a ‘French ing speech. Ashurst and Amarchand Mangaldas advised auction’ pricing approach,” Makarechian adds, in which the lead managers. The result has brought delight to ana- the promoters announce a minimum price, investors place lysts across India. “The whole Coal India IPO appeared to sealed bids and the company then negotiates a minimum be a fairy tale, as if the script was written somewhere in and maximum price with the market regulator. the heaven,” says Jagannadham Thunuguntla, strategist and head of research at SMC Global Securities in Delhi. “Be it the quality of the company, the pricing of the issue, Tata Motors’ equity and debt offerings the wide subscription from all kind of investors and a super 4 impressive listing, all has fallen perfectly into place.” For a detailed case study of Coal India’s IPO, see Firing up the Value Principal law firms markets on page 55. US$1.5 billion Amarchand Mangaldas

(US$750 million AZB & Partners National Mineral Development Corporation’s 2 in equity and listing and follow-on offering US$750 million Milbank Tweed Hadley & in debt) McCloy Value Principal law firms Sullivan & Cromwell US$2.2 billion Crawford Bayley & Co

Dorsey & Whitney Tata Motors offered US$550 million of A-shares and US$200 million of ordinary shares by way of institutional Gide Loyrette Nouel private placement outside the US and India, and an institu- tional placement in India. The company noted that the issue S&R Associates was “successfully executed against the backdrop of volatile equity market conditions”. There was also a concurrent debt offering of US$375 million of 4% convertible notes due in The Indian government divested itself of around 2014 and 29.9 million global depositary shares for a total deal 8.38% of its holdings in National Mineral Development size of about US$750 million. Sullivan & Cromwell and AZB & Corporation through a follow-on public offering and Partners advised the issuer. Milbank Tweed Hadley & McCloy Rule 144A offering of 332.24 million equity shares. Gide and Amarchand Mangaldas acted as managers’ counsel.

24 India Business Law Journal December 2010/January 2011 Deals of the Year Cover story

5 ’ notes offering in 2008. Amir Prasad, head of global corporate finance at RBS India, identified partners Madhurima Mukherjee and Kaushik Laik as key team members at Luthra & Luthra. Value Principal law firms “The transaction marks its significance in being one of the first FPOs subsequent to the notification of the SEBI (Issue US$1.5 billion AZB & Partners of Capital and Disclosure Requirements) Regulations,” Laik notes. Davis Polk & Wardwell

Shearman & Sterling 8 JSW Energy’s IPO Reliance Industries arranged a Rule 144A and Regulation S offering of US$1.5 billion aggregate principal amount of Value Principal law firms senior notes. It was the first 30-year US dollar bond offer- ing by a private Asia-based company since 2003. Davis US$660 million Amarchand Mangaldas Polk & Wardwell advised Reliance Holding USA, while AZB & Partners advised Reliance Industries on Indian law and Khaitan & Co Shearman & Sterling advised the underwriters. Latham & Watkins

6 Adani Enterprises’ section 4(2) JSW Energy looked to Amarchand Mangaldas for Indian equity offering legal advice on its US$660 million IPO. The deal was significant as JSW’s original offer document had been Value Principal law firms withdrawn in July 2008 amid difficult market conditions. Latham & Watkins acted as the international legal counsel US$850 million Amarchand Mangaldas for the underwriters, while Khaitan & Co advised as the underwriters’ domestic legal counsel. Jones Day

Piramal Healthcare’s share buyback Adani Enterprises issued US$850 million of equity 9 shares in a qualified institutional placement (QIP), in line with section 4(2) of the US Securities Act, 1933. This was Value Principal the largest QIP to be undertaken in India during 2010. Amarchand Mangaldas and Jones Day were the sole legal US$550 million Amarchand Mangaldas advisers domestically and internationally on the deal. Yash Ashar led the Amarchand Mangaldas team. “This transac- tion was made challenging by the concurrent merger which Piramal Healthcare, which is listed on the Bombay Stock was taking place with Mundra Port, which led to complex Exchange and the National Stock Exchange of India, disclosure and pro forma issues” says Hong Kong-based arranged a buyback of 20% of its equity shares from its Jeffrey Maddox, the lead partner for Jones Day. shareholders through a tender offer in accordance with section 77A of the Companies Act, 1956, and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998. “The Piramal Healthcare transaction is Rural Electrification Corporation’s 7 the largest buyback in the history of corporate India,” says secondary global offering Cyril Shroff, managing partner of Amarchand Mangaldas in , which advised Piramal Healthcare. Value Principal law firms

US$776 million Amarchand Mangaldas 10 MakeMyTrip’s IPO Ashurst

Luthra & Luthra Value Principal law firms

US$70 million Amarchand Mangaldas Ashurst, as international counsel, advised Rural Electrification Corporation (REC), a listed public-sector Conyers Dill & Pearman enterprise, in connection with its follow-on public offer Latham & Watkins of equity shares constituting 20% of the existing paid-up capital. Amarchand Mangaldas advised the underwriters S&R Associates on Indian law aspects of the transaction while Luthra & Luthra advised REC. Ashurst had advised on the US$400 Shearman & Sterling million original flotation of REC, the firm’s first Indian IPO,

December 2010/January 2011 India Business Law Journal 25 Cover story Deals of the Year

For what was just a US$70 million deal, the IPO of Indian US counsel to MakeMyTrip. S&R Associates were the com- travel website MakeMyTrip made quite a splash. The listing pany’s Indian legal counsel. The Port Louis and Singapore gave the US IPO market a much-needed fillip in August 2010 offices of Conyers Dill & Pearman also advised MakeMyTrip, by closing up 89% on its debut, the best first-day gain on the as it is the first Mauritius-incorporated company to list on a Nasdaq in three years. Latham & Watkins, led by Singapore major New York stock exchange. Shearman & Sterling, led partners Michael Sturrock and Rajiv Gupta, acted as special by partner Matthew Bersani in Hong Kong, and Amarchand

Deals of the Year 2010 The winning capital markets deals

Deal Value Principal law firms

Coal India’s IPO US$3.4 billion Amarchand Mangaldas Ashurst DLA Piper Luthra & Luthra

National Mineral Development US$2.2 billion Crawford Bayley & Co Corporation’s listing and Dorsey & Whitney follow-on offering Gide Loyrette Nouel S&R Associates

NTPC’s further public offer US$1.8 billion Amarchand Mangaldas Luthra & Luthra O’Melveny & Myers

Tata Motors’ equity and debt offerings US$1.5 billion Amarchand Mangaldas AZB & Partners Milbank Tweed Hadley & McCloy Sullivan & Cromwell

Reliance Industries’ notes offering US$1.5 billion AZB & Partners Davis Polk & Wardwell Shearman & Sterling

Adani Enterprises’ section 4(2) US$850 million Amarchand Mangaldas equity offering Jones Day

Rural Electrification Corporation’s US$776 million Amarchand Mangaldas secondary global offering Ashurst Luthra & Luthra

JSW Energy’s IPO US$660 million Amarchand Mangaldas Khaitan & Co Latham & Watkins

Piramal Healthcare’s share buyback US$550 million Amarchand Mangaldas

MakeMyTrip’s IPO US$70 million Amarchand Mangaldas Conyers Dill & Pearman Latham & Watkins S&R Associates Shearman & Sterling

Deals are listed in order of value. The principal law firms that worked on each deal are listed alphabetically.

26 India Business Law Journal December 2010/January 2011 DealsIntelligence of the Year report DirectoryCover of Indian Lawstory Firms

Mangaldas, led by partners Prashant Gupta in Delhi and One of the most complex deals of 2010 was the acquisition Yash Ashar in Mumbai, advised the underwriters. by India’s Bharti Airtel of the assets in 16 African countries of the Kuwait City-based Mobile Telecommunications Co Atman Law Partners (Zain) for US$9 billion. “The entire deal from end to end was M&A Deals of the Year both interesting and innovative in the manner in which it was Established in 2009 handled and finalized,” says Vijaya Sampath, group gen- eral counsel and company secretary at Bharti Enterprises. Bharti Airtel’s acquisition of Zain assets 1 was the international legal adviser to Bharti Key practice areas: Civil & criminal litigation, infrastructure & projectAirtel. finance, The Herbert Smith team was led by Michael Walter, Alan Montgomery and Nick Elverston, while the team at corporateValue & structured finance,Principal corporate, law firms mergers & acquisitions, private ContaCt details its Dutch affiliate Stibbe was led by Bjorn van der Klip and equity, venture capital, real estate, competition & policy, technology, media & US$9 billion Allen & Overy Maarten de Bruin. , under- Chennai partner - Charlie Jacobs, telecoms. acted for Zain globally, 2/644A,while AZB Third & MainPartners, Road led by Delhi AZB & Partners partners Ajay Bahl andRiver Gautam View Colony, Saha, representedManapakkam the com- Number of partners: 3 pany domestically. MilbankChennai Tweed - 600 Hadley 125, India& McCloy, led by Herbert Smith Number of associates: 8 finance partner SuhrudTelephone: Mehta in +91 44 2252 and 1946 India practice head Glenn Gerstell in Washington,Fax: +91 80 acted 3072 for3683 Bharti Airtel on Principal offices: Chennai,Linklaters Bangalore the financing arrangementsEmail: [email protected] supporting its acquisition. “The Bharti-Zain deal was a trulyContact: transformational Vivek G Durai transaction,” Atman (pronounced aath-mahn)Loyens is a &fast-growing Loeff business law firmsays based Gerstell. in Trilegal was the Indian counsel and Allen & the south Indian cities of Bangalore and Chennai. Overy advised Standard Chartered Bank, as mandated lead Milbank Tweed Hadley - Bangalore - arranger and lead602A, adviser. Queen’s On the Corner, borrower Queen’s side, Rd. Loyens & McCloy We assist Indian and overseas clients in a number of practice & areas Loeff and provided DutchBangalore counsel - 560 and 001, WongPartnership India addressed Singaporean law issues.+91 “To 80 add2237 to 2499 the complex- industry sectors. Our practiseStibbe of law distinguishes itself with its focus on Telephone: ity was the multiplicity of regulations,Fax: +91 80 regulators,3072 3683 jurisdictions, grounded, honest advice and timely, affordable assistance to clients. Trilegal labour and employeeEmail: laws, [email protected] judicial and political systems, listing and disclosure requirements,Contacts: Chinmay local ownership J Mirji, require- We bridge the ease of access, commercial sense and tight integration afforded WongPartnership ments, approvals and timing,Siddharth licence Muchandi requirements as well as by in-house counsel, with the accountability, experience and standardsmarket of asymmetries a and divergent cultures,” Sampath says. traditional law firm. Website: www.atmanlaw.com

AZB & Partners Established in 2004

Key practice areas: Mergers & acquisitions, capital markets, securities law, venture capital/ funds, banking & finance, aviation, ContaCt details insurance, litigation & arbitration, taxation, real estate, infrastructure, information technology and intellectual property. 23rd Floor Express Towers Nariman Point Mumbai - 400 021, India Number of partners: 19 (approximately) Number of associates: 225 (approximately) Telephone: +91 22 6639 6880 Principal offices: Mumbai, New Delhi Fax: +91 22 6639 6888 Other offices: Bangalore, Pune, Chennai, Hyderabad Email: [email protected] Contact: Ms Zia Mody AZB & Partners is a prominent, full service law firm with offices in six Indian cities. The legal services rendered by the firm cover the corporate, commercial, regulatory, financial and tax planning aspects Plot No A-8, Sector 4 of modern businesses. The firm’s practice is structured to offer a Noida - 201 301, India combination of legal and transactional expertise, and broader market sector knowledge in a timely and effective manner. The firm has advised Telephone: +91 120 417 9999 +91 120 4179900 Indian and international clients over a wide range of practice areas. It Fax: Email: [email protected] has won numerous accolades and is consistently ranked as a leading Contact: Mr Ajay Bahl law firm in the country.

40 India Business Law Journal July/August 2010 December 2010/January 2011 India Business Law Journal 27

IBLJ1007-all-new VCJB.indd 40 2/9/2010 22:00:03 Cover story Deals of the Year

Crawford Bayley & Co Established in 1830

Key practice areas: Corporate & commercial practice, mergers & acquisitions, capital markets, joint ventures & foreign collaboration, Co n t a c t d e t a i l s privatisation & disinvestment, banking & corporate finance, intellectual property law, litigation & dispute resolution, real estate & property State Bank of India Buildings NGN Vaidya Marg law, indirect taxation, labour & employment, admiralty & shipping law, Mumbai - 400 023 information technology, e-banking & e-commerce. India

Telephone: Number of partners: 12 +91 22 2266 8000 Number of associates: 75 +91 22 2266 3713 Principal office:Mumbai +91 22 2266 5413

Fax: Crawford Bayley & Co, having established in 1830 currently has a +91 22 2266 3978 team of 150 members, including 12 partners, over 75 associates and +91 22 2266 0986 +91 22 2266 0355 15 paralegal personnel and a supporting staff of over 75 individuals. Email: sanjay.asher@ Partners at Crawford Bayley & Co: crawfordbayley.com

Rajendra Ambalal Shah Dadi Bejonji Engineer Contact: Hemraj Chaturbhuj Asher Mr Sanjay Asher Chetan Manbhai Maniar Partner Darius Cavasji Shroff Sanjay Khatau Asher Direct tel: +91 22 2266 3353 Direct fax: +91 22 2266 3978 Ms Zarine Minocher Talaty Mobile: +91 98200 23823 Marco Philippus Ardeshir Wadia Saumil Shantaram Rege Kumar Shirish Trivedi Sanjay Ramakant Buch Prashant Khatau Asher

28 India Business Law Journal December 2010/January 2011 Deals of the Year Cover story

2 Vedanta’s purchase of Cairn India Not all major deals involved Indian companies expanding overseas. The global pharmaceutical industry, for example, saw further consolidation with the purchase by US-based Value Principal law firms Abbott Laboratories of the generics division of Piramal Healthcare for about US$3.7 billion. The deal was inter- US$8.5 billion Allen & Overy rupted by the Icelandic ash cloud that crippled international travel in April and May 2010. Andrew Edge, a Stephenson Amarchand Mangaldas Harwood partner advising Piramal, had previously advised the Indian company on a number of its own acquisitions AZB & Partners while working at Ashurst. Luthra & Luthra partners Mohit Conyers Dill & Pearman Saraf, Samir Dudhoria, Vikrant Kumar, Vikas Srivastava, SR Patnaik and Sanjeev Sachdeva, and Pablo Garcia Moreno Latham & Watkins and Olivia Tyrrell of Baker & McKenzie’s Chicago office acted for Abbott. Edge and partners Linklaters Eifion Morris and Duncan Stiles, all in London, and RA Shah of Crawford Bayley & Co in Mumbai led the teams advising S&R Associates Piramal Healthcare.

Shepherd and Wedderburn

Talwar Thakore & Associates 4 Chennai Network Infrastructure’s tower purchase from Aircel

One of the most high-profile deals in recent years is Value Principal law firms Vedanta Resources’ acquisition of a 51% stake in Cairn India in a US$8.5 billion transaction. This is one of the larg- US$1.8 billion Amarchand Mangaldas est M&A deals by value undertaken by an India company in recent years and involves US$6.5 billion of debt financing Wadia Ghandy & Co – a considerable amount in today’s market. The deal has been complicated by difficulties within India’s bureaucracy. State-owned ONGC and India’s petroleum ministry had In what was the largest all-cash M&A transaction in India opposed the deal and Cairn will require at least 10 separate to date, Amarchand Mangaldas partners Gunjan Shah and clearances covering each production-sharing contract. Anirudh Das advised the Aircel Group on the sale of its Sanjeev Dhuna of Allen & Overy and Zia Mody, Shuva telecommunications tower business to Chennai Network Mandal and Essaji Vahanvati of AZB & Partners are act- Infrastructure, part of the GTL Group, for about US$1.8 ing for Vedanta Resources on the financing arrangements. billion. GTL will acquire 17,500 towers in a transaction struc- “Unlike other M&A financings, this financing involved the tured to ensure Aircel’s services are not disrupted. “The capital markets, the equity markets and the debt mar- deal was spread over a year and involved investment bank- kets,” says Guy Nicholls, an Allen & Overy spokesman ers on both sides, lengthy and challenging negotiations and in London. “Each of these different markets was utilized a court process for completion of the transfer of the passive under one common financing structure.” Five Latham & undertaking,” says Fariyal Tahseen, a Mumbai partner at Watkins partners – Rajiv Gupta in Singapore, David Miles Wadia Ghandy & Co, who led the team advising the buyer. in Hong Kong, and Graeme Ward, Rory Negus and Sean Finn in London – worked on the deal on Vedanta’s behalf. Shepherd and Wedderburn is advising Cairn India interna- Reliance Industries’ joint venture tionally, while Amarchand Mangaldas and S&R Associates 5 with Atlas Energy are Indian counsel to Cairn. Linklaters and Talwar Thakore & Associates are acting for the lenders. Conyers Dill & Pearman is acting as counsel for Vedanta in Mauritius. Value Principal law firms

US$1.7 billion Jones Day

3 Abbott’s acquisition of a division of Ledgewood Piramal Healthcare P&A Law Offices

Value Principal law firms Vinson & Elkins

US$3.7 billion Baker & McKenzie Wachtell Lipton Rosen & Katz Crawford Bayley & Co

Luthra & Luthra Reliance Industries – the largest private-sector com- Stephenson Harwood pany in India by capitalization and turnover – acquired a 40% interest in more than 120,000 hectares leased by

December 2010/January 2011 India Business Law Journal 29 Cover story Deals of the Year

Deals of the Year 2010 The winning M&A deals

Deal Value Principal law firms

Bharti Airtel’s acquisition of Zain assets US$9 billion Allen & Overy AZB & Partners Herbert Smith Linklaters Loyens & Loeff Milbank Tweed Hadley & McCloy Stibbe Trilegal WongPartnership

Vedanta’s purchase of Cairn India US$8.5 billion Allen & Overy Amarchand Mangaldas AZB & Partners Conyers Dill & Pearman Latham & Watkins Linklaters S&R Associates Shepherd and Wedderburn Talwar Thakore Associates

Abbott’s acquisition of a division of US$3.7 billion Baker & McKenzie Piramal Healthcare Crawford Bayley & Co Luthra & Luthra Stephenson Harwood

Chennai Network Infrastructure’s tower US$1.8 billion Amarchand Mangaldas purchase from Aircel Wadia Ghandy & Co

Reliance Industries’ joint venture US$1.7 billion Jones Day with Atlas Energy Ledgewood P&A Law Offices Vinson & Elkins Wachtell Lipton Rosen & Katz

Diligenta’s acquisition of Unisys’ UK life US$386 million and pensions business Khaitan & Co Morrison & Foerster

Shree Renuka’s purchase of US$329 million Crawford Bayley & Co Grupo Equipav Açúcar e Álcool TozziniFreire Advogados Veirano Advogados

Bharti Airtel’s purchase of a 70% stake US$300 million AZB & Partners in Warid Telecom

Glodyne’s acquisition of DecisionOne US$104 million Blank Rome J Sagar Associates Kirkland & Ellis Rajani Associates

Mahindra & Mahindra’s tractor joint venture US$40 million King & Wood

Deals are listed in order of value. The principal law firms that worked on each deal are listed alphabetically.

30 India Business Law Journal December 2010/January 2011 Deals of the Year Cover story

US-based Atlas Energy in the Marcellus shale deposit in “It is the largest Indian investment in Brazil and will break Pennsylvania and West Virginia for about US$1.7 billion. new ground in agribusiness between Brazil and India,” Houston partners Marcia Backus and Doug Bland headed says Pedro Aguiar de Freitas, a senior partner at Veirano a Vinson & Elkins team advising Reliance Marcellus, an Advogados in its Rio de Janeiro and São Paulo offices, affiliate of the Indian company. Anand Pathak of P&A Law who led a team advising Shree Renuka Sugars. Sanjay Offices advised Reliance on Indian law. Jeffrey Schlegel, Asher, a partner at Crawford Bayley & Co, advised Shree a Houston partner with Jones Day; David Lam and Adam Renuka in India, while São Paulo-based TozziniFreire Emmerich, New York partners at Wachtell Lipton Rosen & Advogados partner Darcy Teixeira Junior headed a team Katz; and Philadelphia-based Ledgewood member Lisa advising Equipav. Ernst led those firms’ representation of Atlas Energy and Atlas Energy Resources. 8 Bharti Airtel’s purchase of a 70% stake in Warid Telecom 6 Diligenta’s acquisition of Unisys’ UK life and pensions business Value Principal law firms

US$300 million AZB & Partners Value Principal law firms Clifford Chance US$386 million Berwin Leighton Paisner

Khaitan & Co Bharti Airtel figures in yet another telecommunications Morrison & Foerster deal with its purchase of a 70% stake in Warid Telecom, the fourth-largest mobile company in Bangladesh, from Travers Smith the Abu Dhabi Group for about US$300 million. With it, Bharti Airtel became the first Indian operator to enter the Bangladesh mobile market. AZB & Partners advised Bharti Diligenta, a London-based subsidiary of Tata Consultancy Airtel in the acquisition, which was made through the Services, acquired the UK life and pensions business of issue of fresh shares in Warid and through the purchase of Unisys Insurance Service in a deal worth £250 million existing shares held by Warid Telecom International. AZB (US$386 million). Mark Lewis, a London-based partner at partner Gautam Saha led the firm’s advisory team from Berwin Leighton Paisner headed the team advising Tata Delhi. John Graham, a partner in the Abu Dhabi office of Consultancy Services and Diligenta. “Berwin’s outsourc- Clifford Chance, led a team advising Abu Dhabi Group, an ing and corporate teams really understand the drivers of investment company based in the United Arab Emirates, our business,” says Martin Manning, the commercial and and Warid Telecom. legal director for Britain and Ireland at Tata Consultancy Services. Khaitan & Co advised Tata Consultancy Services domestically. Ann Bevitt and David Skinner of Morrison & Glodyne’s acquisition of DecisionOne Foerster in London advised former Unisys client Phoenix 9 Group Holdings on the outsourcing of its life and pension payment services to Diligenta, while Travers Smith, led by Value Principal law firms Richard Spedding in London, advised Unisys Corporation and Unisys UK. US$104 million Blank Rome

J Sagar Associates

7 Shree Renuka’s purchase of Kirkland & Ellis Grupo Equipav Açúcar e Álcool Rajani Associates Value Principal law firms

US$329 million Crawford Bayley & Co Kirkland & Ellis and Rajani Associates acted as interna- tional and Indian advisers respectively to Mumbai-based TozziniFreire Advogados technology management services company Glodyne Technoserve in its leveraged buyout (LBO) of DecisionOne, Veirano Advogados a US company twice its size, for about US$104 million. The deal is expected to catapult Glodyne from a bit player into a major force in the growing field of outsourced tech- A landmark cross-border investment emerged in the nology management services. “This was the first major LBO unlikeliest of places. Shree Renuka Sugars, based in of an American company by an Indian company which used Belgaum in the harsh, dry landscape of northern Karnataka, a significant amount of Indian debt,” says Abrar Hussain, a paid about US$329 million to acquire Grupo Equipav corporate partner in San Francisco who led the Kirkland & Açúcar e Álcool, a sugar and ethanol producer with its Ellis team. ICICI Bank provided US$80 million of leverage. roots in the lush, tropical wilderness of Brazil’s Ceará state. One major challenge was to “marry the foreign laws with

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This was the first major LBO of Australia’s Macquarie Capital, the State Bank of India an American company by an (SBI) and the International Finance Corporation (IFC) entered into an offshore joint venture based in Singapore Indian company and a domestic joint venture based in India to establish Abrar Hussain and manage an international offshore fund and an Indian domestic fund to invest in infrastructure in India. The Corporate Partner deal brought about the successful launch of one of the Kirkland & Ellis world’s largest private equity international infrastructure funds. The fund was originally launched in April 2009 and raised US$1 billion. The fund raised further capital during 2010 with final close taking place in October with the fund topping out at US$2 billion. Mallesons Stephen Jaques – led by John Sullivan, an M&A partner based in Sydney – advised Macquarie on Australian law. Dina Wadia, a Mumbai-based partner at J Sagar Associates, and Tan Su May, a partner at Allen & Gledhill in Singapore, acted for Macquarie in relation to Indian and Singaporean law respectively. Amarchand Mangaldas, led by partner Ashwath Rau, acted for SBI and IFC.

State Bank of India’s bond issues the Indian regulations”, says Alok Sonker, an associate at 2 Rajani Associates in Mumbai. Partners Gary Goldenberg and Linsey Bozzelli of Blank Value Principal law firm Rome advised DecisionOne internationally. J Sagar Associates in Mumbai advised the company on Indian law. US$1.99 billion Allen & Overy (US$1 billion and €750 million) 10 Mahindra & Mahindra’s tractor joint venture The State Bank of India (SBI), the country’s largest public- Value Principal law firm sector bank, successfully issued separate bonds in the international capital markets worth US$1 billion and €750 US$40 million King & Wood million (US$993 million) respectively, with both issues due in 2015. The US-dollar bonds were sold pursuant to Rule 144A to US investors and the euro bonds were sold pursuant In a foretaste of what may be many deals to come between to Regulation S to investors in Europe and Asia. “This is a Chinese and Indian corporate entities, Mahindra & Mahindra signature deal, despite market turbulence and volatility,” SBI finalized a joint venture with state-owned Yueda (Yancheng) chairman OP Bhatt said of the US dollar bond. “We believe Tractor Co, based in Jiangsu province. The joint venture, the success of this transaction will also allow Indian issuers known as Mahindra Yueda Yancheng Tractor Co, will be to more easily access the US markets.” The euro offering, injected with US$40 million under a deal concluded in meanwhile, was the largest Regulation S bond by an Indian December 2009 to create a research and development facil- entity and one of the biggest euro-denominated issues by ity and a manufacturing plant for engines. King & Wood, led an Asian financial institution. Allen & Overy, led by Andrew by partner Mark Schaub, advised Mahindra & Mahindra. Harrow in Hong Kong, advised SBI. Yueda Group employed its own in-house legal team.

Banking & finance Deals of the Year 3 HSBC’s acquisition of RBS India

Value Principal law firms 1 Macquarie/State Bank of India/IFC infrastructure fund US$1.8 billion Bharucha & Partners

Linklaters Value Principal law firms Norton Rose US$2 billion Allen & Gledhill Talwar Thakore & Associates Amarchand Mangaldas

J Sagar Associates HSBC acquired the retail and commercial banking Mallesons Stephen Jaques business in India of the Royal Bank of Scotland (RBS). The acquisition, which is subject to various conditions

December 2010/January 2011 India Business Law Journal 33 Cover story Deals of the Year

Deals of the Year 2010 The winning banking & finance deals

Deal Value Principal law firms

Macquarie/State Bank of India/IFC US$2 billion Allen & Gledhill infrastructure fund Amarchand Mangaldas J Sagar Associates Mallesons Stephen Jaques

State Bank of India’s bond issues US$1.99 billion Allen & Overy

HSBC’s acquisition of RBS India US$1.8 billion Bharucha & Partners Linklaters Norton Rose Talwar Thakore & Associates

ICICI Bank’s notes offering US$1 billion Davis Polk & Wardwell Latham & Watkins

Standard Chartered’s listing of US$530 million Amarchand Mangaldas Indian depository receipts Linklaters Talwar Thakore & Associates

Deals are listed in order of value. The principal law firms that worked on each deal are listed alphabetically.

including regulatory approvals, involves portfolios with Davis Polk & Wardwell advised ICICI Bank in connec- a gross asset value of US$1.8 billion. “Bank acquisi- tion with the issuance of US$1 billion in 5.75% notes due tion transactions in India are inherently complex given 2020. This is the first senior US dollar deal with a 10-year that the Indian banking sector is heavily regulated,” maturity to be issued by an Indian bank. Latham & Watkins notes Jay Parikh, a senior associate in Mumbai at advised the underwriters: Barclays Bank, Citigroup Global Bharucha & Partners, which advised HSBC on Indian Markets and Deutsche Bank. Partners Rajiv Gupta, law aspects. “Striking a balance between banking laws Michael Sturrock and Ng Min Yee in Singapore and Jiyeon and regulations and the client’s desire to cherry-pick a Lee-Lim in New York advised on the deal. portfolio of assets and liabilities was the key challenge.” Norton Rose advised HSBC internationally with a team led by Hong Kong corporate finance partner Richard Standard Chartered’s listing of Crosby. Linklaters, led by partner Matthew Middleditch 5 Indian depository receipts in London, acted for RBS internationally, while Talwar Thakore & Associates partners Feroz Dubash, Suresh Talwar and Shobhan Thakore provided Indian law advice Value Principal law firms to RBS. The in-house counsel team at HSBC was led by Marjory Miller and Jasmine Batliwalla. Rushad Abadan, US$530 million Amarchand Mangaldas Emma Rees and Michael Loughney headed the internal legal unit at RBS. Linklaters

Slaughter and May

4 ICICI Bank’s notes offering Talwar Thakore & Associates

Value Principal law firms Standard Chartered Bank became the first multinational US$1 billion Davis Polk & Wardwell bank to list in India with its public issue and listing of Indian depository receipts (IDRs) representing underlying new ordi- Latham & Watkins nary shares. The bank raised about US$530 million by selling 240 million IDRs at a price of `104 each. The IDRs have been

34 India Business Law Journal December 2010/January 2011 Deals of the Year Cover story

listed on the Bombay Stock Exchange and National Stock Tower Vision India, a Gurgaon-based independent Exchange of India. Slaughter and May advised Standard cellular telephone tower management company, raised Chartered as international counsel. Partners Nilufer von US$300 million from a consortium of international private- Bismarck in London and Laurence Rudge in Hong Kong equity investors led by Quadrangle Capital Partners. led the firm’s team. “We worked closely with Amarchand Tatva Legal, led by partner Avinash Mody, advised Tower Mangaldas to establish the regulatory framework in India for Vision India on due diligence and other Indian matters. an offering of IDRs,” says Bismarck. Amarchand Mangaldas Richards Butler advised Tower Vision Mauritius, of which acted for the bank on Indian law. “This was the first IDR Tower Vision India is a subsidiary, on the international issue since the notification of the Companies (Issue of aspects of the deal. The Port Louis office of Appleby also Indian Depository Receipts) Rules, 2004, by the Ministry advised on offshore matters. With this deal, New York- of Corporate Affairs,” says Amarchand partner Prashant headquartered Quadrangle makes its debut in India. Davis Gupta. “Further, this was the first issue undertaken under Polk & Wardwell advised Quadrangle, with Hong Kong the reduced timelines of 12 working days notified by the partner Mark Lehmkuhler and of-counsel Margaret Ayres Securities and Exchange Board of India on 22 April 2010.” in Washington leading the firm’s teams. Desai & Diwanji Linklaters, headed by India group head Sandeep Katwala, partners Apurva Diwanji in Mumbai and Amit Khansaheb and Talwar Thakore & Associates, led by partners Shobhan in Delhi provided Indian advice. Thakore and Rahul Gulati, advised the book-running lead managers. The issue was positively received by investors. “Standard Chartered Bank could be among one of the few Macquarie SBI’s investment in global banks which investors would like to bet on and, hence, 3 Viom Networks justifies its premium over its peers,” says Abhijit Majumder, an analyst with the Prabhudas Lilladher brokerage in Mumbai. Value Principal law firms

Private equity Deals of the Year US$300 million Amarchand Mangaldas

AZB & Partners 1 The Sultanate of Oman’s private equity fund Desai & Diwanji Value Principal law firms

US$1.5 billion Amarchand Mangaldas Telecom tower fever continued with Macquarie SBI Infrastructure Fund’s purchase of an 11% stake in Viom Trilegal Networks, a telecom infrastructure company with more than 37,000 towers, for about US$300 million. Amarchand Mangaldas, led by partner Ashwath Rau, represented Macquarie SBI Infrastructure Fund, which is a joint ven- Given the economic meltdown in Dubai, it is unsurpris- ture between Australia’s Macquarie Capital and the State ing that India has turned to other Gulf states for investors. Bank of India. In 2009, Quippo Telecom Infrastructure In a possible sign of future development, the state-owned and Tata Teleservices merged their passive infrastructure State General Reserve Fund of the Sultanate of Oman has business to form Viom Networks. Desai & Diwanji advised launched a private equity fund in India as a joint venture Quippo Telecom Infrastructure while AZB & Partners, led with the State Bank of India (SBI). Nishant Parikh of Trilegal by Mumbai-based partner Vaishali Sharma, acted for Tata in Mumbai advised the State General Reserve Fund of the Teleservices. Sultanate of Oman on the deal. The fund opened in July with US$100 million as an initial investment. The eventual target is US$1.5 billion. Amarchand Mangaldas advised SBI. 4 ’ investment in Coffee Day

2 Quadrangle’s investment in Value Principal law firms Tower Vision India US$200 million AZB & Partners

Value Principal law firms Desai & Diwanji

US$300 million Appleby Simpson Thacher & Bartlett

Davis Polk & Wardwell Tatva Legal

Desai & Diwanji

Richards Butler Kohlberg Kravis Roberts led a consortium of private equity firms, including New Silk Route and Standard Tatva Legal Chartered Private Equity, to invest about US$200 million in Coffee Day Resorts, which owns the Café Coffee Day chain

December 2010/January 2011 India Business Law Journal 35 Leaders in cross-border transactions

Milbank has assisted Indian companies and their lenders and underwriters in some of the most complex M&A and capital markets transactions and acquisition and project financings ever undertaken.

What others have to say about Milbank:

“When you absolutely need a financing to be delivered, no matter what the pressures, complexities and costs, Milbank can offer a service that few can match.” Chambers Global, 2010

“Milbank is known for the diversity and depth of the deals it takes on. For one client: ‘They are simply the best of the best.’” International Financial Law Review, 2009

“The caliber of the lawyers, from first year associate to seasoned partner, is incredible. To a one, they are well-versed in their respective areas of expertise, highly professional, and have a great deal of integrity.” US Legal 500, 2009

“A strong network, combined with an established and growing reputation in practice areas which are on the up, place this respected New York institution in an enviable position.” PLC Global 50, 2009

For more information on Milbank and its practices, visit www.milbank.com

MILBANK, TWEED, HADLEY & MCCLOY LLP

Beijing | Frankfurt | Hong Kong | London | Los Angeles | Munich | New York | São Paulo | Singapore | Tokyo | Washington, DC

Attorney Advertising. Prior results do not guarantee a similar outcome. Deals of the Year Cover story

Deals of the Year 2010 The winning private equity deals

Deal Value Principal law firms

The Sultanate of Oman’s private equity fund US$1.5 billion Amarchand Mangaldas Trilegal

Quadrangle’s investment in Tower Vision US$300 million Appleby India Davis Polk & Wardwell Desai & Diwanji Richards Butler Tatva Legal

Leaders in cross-border transactions Macquarie SBI’s investment in Viom US$300 million Amarchand Mangaldas Networks AZB & Partners Desai & Diwanji Milbank has assisted Indian companies and their lenders and underwriters in some of the most complex M&A and capital markets transactions Kohlberg Kravis Roberts’ investment in US$200 million AZB & Partners Coffee Day Desai & Diwanji and acquisition and project financings ever undertaken. Simpson Thacher & Bartlett Tatva Legal What others have to say about Milbank: TA’s investment in Micromax US$45 million Amarchand Mangaldas Goodwin Procter “When you absolutely need a financing to be delivered, no matter IndusLaw what the pressures, complexities and costs, Milbank can offer Lexygen a service that few can match.” Deals are listed in order of value. The principal law firms that worked on each deal are listed alphabetically. Chambers Global, 2010

“Milbank is known for the diversity and depth of the deals it takes on. as well as resorts and business parks. Simpson Thacher products into Africa and Latin America. Indian counsel & Bartlett advised Kohlberg Kravis Roberts internationally. Lexygen – led by founding partner Vijay Sambamurthi – For one client: ‘They are simply the best of the best.’” For Indian law matters, Darshika Kothari, a partner with provided advice to TA Associates on diligence, structuring, International Financial Law Review, 2009 AZB & Partners, advised the private equity investment negotiations and documentation. Goodwin Procter served vehicle, KKR Mauritius PE Investments II. Desai & Diwanji as international counsel. IndusLaw, headed by Gaurav advised Standard Chartered and NK Dilip of Tatva Legal Dani, advised Micromax domestically. TA later brought “The caliber of the lawyers, from first year associate to seasoned partner, advised Coffee Day Resorts. in two more private equity investors – Sequoia Capital is incredible. To a one, they are well-versed in their respective areas of and Sandstone Capital, as investors into Micromax. Amarchand Mangaldas represented the newcomers. expertise, highly professional, and have a great deal of integrity.” TA’s investment in Micromax US Legal 500, 2009 5 Real estate Deals of the Year Value Principal law firms “A strong network, combined with an established and growing reputation 1 DB Realty’s IPO in practice areas which are on the up, place this respected New York US$45 million Amarchand Mangaldas institution in an enviable position.” Goodwin Procter Value Principal law firms PLC Global 50, 2009 IndusLaw US$329 million AZB & Partners Lexygen For more information on Milbank and its practices, visit Jones Day www.milbank.com Luthra & Luthra US private equity major TA Associates increased its India holdings by purchasing a minority stake in telephone MILBANK, TWEED, HADLEY & MCCLOY LLP handset maker Micromax Informatics for about US$45 DB Realty, a real estate development company that spe- million with a view to the company exporting its low-cost cializes in commercial, residential and retail developments Beijing | Frankfurt | Hong Kong | London | Los Angeles | Munich | New York | São Paulo | Singapore | Tokyo | Washington, DC December 2010/January 2011 India Business Law Journal 37

Attorney Advertising. Prior results do not guarantee a similar outcome. Cover story Deals of the Year

Deals of the Year 2010 The winning real estate deals

Deal Value Principal law firms

DB Realty’s IPO US$329 million AZB & Partners Jones Day Luthra & Luthra

Fortis’ purchase of 10 hospitals US$200 million Amarchand Mangaldas Vaish Associates

Borosil Glass Works sale US$178 million Kanga & Co Khaitan & Co

Ackruti City slum redevelopments US$109 million Amarchand Mangaldas DSK Legal White & Case

Shiv Nadar University development Undisclosed Koura & Co

Deals are listed in order of value. The principal law firms that worked on each deal are listed alphabetically.

in and around Mumbai, went public, selling `15 billion and goodwill. “There was a total synchronized system (US$330 million) of equity shares in an IPO and con- in place in terms of all protocols for transfer so that the current Rule 144A and Regulation S offering. Partner business, values, properties and intellectual property Madhurima Mukherjee of Luthra & Luthra led a team was transmitted over to Fortis with full value intact,” says advising DB Realty and acting as domestic legal coun- Debolina Partap, associate vice-president and head of sel to underwriters DB Corporation, Enam Securities, legal at Wockhardt India. “The legal teams ensured the Citigroup Global Markets India and Kotak Mahindra smooth process for this.” Capital Co. Jones Day, led by Singapore partners Manoj Vaish Associates’ Mumbai partner Bomi Daruwala Bhargava and Jeffrey Maddox, acted as international led the team for Fortis Healthcare, while Amarchand legal counsel to the lead managers, Enam Securities Mangaldas’ Mumbai managing partner Cyril Shroff and and Kotak Mahindra Capital, while AZB & Partners corporate partner Nivedita Rao led the legal team for advised the selling shareholder, Cliffrose Investment. Wockhardt Hospitals. “The issue was one of the first few transactions wherein Securities and Exchange Board of India gave clarity on the protection rights of a private equity investor post The legal teams ensured the listing of the equity shares of the issuer company,” says smooth process for this Mukherjee. Debolina Partap Associate Vice-President 2 Fortis’ purchase of 10 hospitals & Head of Legal Wockhardt India Value Principal law firms

US$200 million Amarchand Mangaldas

Vaish Associates

Fortis Healthcare acquired 10 hospitals – five in Bangalore, three in Kolkata and two in Mumbai – and four nursing schools and colleges from Wockhardt Hospitals for a lump sum, which included their employees, doctors, immovable properties, shares of its subsidiary, assets

38 India Business Law Journal December 2010/January 2011 Deals of the Year Cover story

3 Borosil Glass Works sale institution “Almost every major acquisition of land in India is fraught with problems, and invariably leads to some form of litigation,” says VN Koura, who heads Koura & Co Value Principal law firms in Delhi. “In one of these projects wherein the acquisition of 112 hectares of land was at stake, we have had to han- US$178 million Kanga & Co dle substantial litigation which we were able to speedily and successfully resolve through the judicial system.” Khaitan & Co

Infrastructure Deals the Year The former Borosil Glass Works site in Marol, Andheri (East) – a plot measuring more than 7.4 hectares – was GMR’s sale of its InterGen stake one of the most sought-after industrial land tracts in met- 1 to China Huaneng ropolitan Mumbai. In August, Khaitan & Co advised Borosil on the sale of the land to Neepa Real Estate in an all-cash transaction totalling US$178 million. Senior partners Value Principal law firms Pradip (Pinto) Khaitan and Haigreve Khaitan and partner Sudip Mullick advised Borosil on transaction documents De Brauw Blackstone US$1.23 billion for the sale and transfer of the property. Kanga & Co part- Westbroek ners ML Bhakta and Dhaval Vussonji advised Neepa Real Estate. Houthoff Buruma

Skadden Arps Slate Meagher & Flom 4 Ackruti City slum redevelopments White & Case Value Principal law firms

US$109 million Amarchand Mangaldas India’s GMR Infrastructure entered into a definitive agreement for the sale of its 50% stake in the global power DSK Legal generation company InterGen for US$1.23 billion to an affiliate of state-owned China Huaneng Group, China’s White & Case largest power generation company. It is the largest cross- border transaction between a Chinese and an Indian entity to date. Skadden Arps Slate Meagher & Flom, led by China Ackruti City Ltd sought up to US$109 million in financing partners Jon Christianson and Gregory Miao and New York for foreign-direct-investment-compliant slum redevelop- of counsel Edmund Duffy, were the principal international ment projects in India by the issue of an unusual mix of legal advisers to China Huaneng Group. Alexander Kaarls offshore fixed fully convertible unsecured debentures, of Houthoff Buruma advised on Dutch law, which applied onshore secured optionally convertible debentures and to certain aspects of the multi-jurisdictional transaction. an onshore loan. Kate Allchurch and William Kirschner in A White & Case team led by New York partner Nandan Singapore led a White & Case team that advised Deutsche Nelivigi acted as lead international counsel to GMR, Bank on the financing and also represented DB Trustees while Ton Schutte led a De Brauw Blackstone Westbroek (Hong Kong) as trustee in the transaction. Amarchand team advising GMR on Dutch law. InterGen owns power Mangaldas represented the bank domestically, while DSK plants in Australia, Britain, Mexico, the Netherlands and Legal advised Ackruti City on Indian law. the Philippines with more than 8,000 megawatts of gross operational capacity.

5 Shiv Nadar University development 2 L&T’s new shipyard in Tamil Nadu Value Principal law firm Value Principal law firm Undisclosed Koura & Co US$750 million India Law Services

Shiv Nadar, the founder of India’s HCL Group, sought to acquire 112 hectares of land near Noida in Uttar Pradesh for the establishment of Shiv Nadar University. The L&T Shipbuilding, the marine arm of Indian construction university is part of Nadar’s philanthropic programme. and engineering conglomerate Larsen & Toubro, will boost Delhi-based law firm Koura & Co was instructed to draw its capacity by constructing a shipyard for the manufac- up a constitution for the university, obtain the required ture of defence and commercial vessels near Ennore in regulatory accreditations and approvals and draft a State Tamil Nadu. The shipbuilder arranged the financing of the University Act to be passed to establish the university. The landmark US$750 million project for a lender (the details of firm was also required to obtain land on which to build the which are confidential). “The operation and construction

December 2010/January 2011 India Business Law Journal 39 Cover story Deals of the Year

The operation and construction infrastructure company which has investments in Indian period run simultaneously, power generation assets and engineering services busi- nesses. The deal was significant in that it was the largest requiring inclusion of special private equity transaction to take place in the power sec- financial provisions for tor in India. “This is also one of the largest private equity transactions in the Indian market in almost two years,” says safeguarding the lender’s Madhumita Sangma, an associate with Lexygen. Lexygen, interests led by founding partner Vijay Sambamurthi, advised con- AG Karkhanis sortium leader Morgan Stanley Infrastructure as Indian counsel on structuring, negotiations and documentation, Partner while J Sagar Associates acted as Indian counsel on legal India Law Services due diligence. Other legal advisers to the consortium included Davis Polk & Wardwell – led by Hong Kong part- ner Kirtee Kapoor – as international counsel and Steven Seow of Allen & Gledhill as Singapore counsel. Appleby, headed by Malcolm Moller, acted as the Mauritius legal counsel. Individual consortium members with legal coun- sel included General Atlantic (Paul Weiss Rifkind Wharton & Garrison), Goldman Sachs (Boies Schiller & Flexner) and Norwest (Shearman & Sterling). Asian Genco was repre- sented by WongPartnership as Singaporean counsel and Rajesh Maralla of General Law Partners in Hyderabad as Indian counsel.

4 Bank of Baroda-led loan to Indus Gas period run simultaneously, requiring inclusion of special Value Principal law firms financial provisions for safeguarding the lender’s inter- ests,” says AG Karkhanis a Mumbai-based partner with US$110 million Amarchand Mangaldas India Law Services, which served as the lender’s legal counsel. L&T Shipbuilding was represented by its in-house Carey Olsen lawyers. TLT

Private equity investment in Asian Genco 3 Bank of Baroda led a syndicate of lenders in connec- tion with a US$110 million loan to oil and gas explora- Value Principal law firms tion and development company Indus Gas. UK-based TLT Solicitors, led by banking partner Richard McBride, US$425 million Allen & Gledhill advised the syndicate on the loan, which will provide fund- ing to develop Indus Gas’ discovery of a natural gas field Appleby in Rajasthan. TLT instructed Amit Kumar and Sunando Mukherjee of Amarchand Mangaldas in Delhi and Graham Boies Schiller & Flexner Hall and Vicky La of Carey Olsen in Guernsey. The bor- rower did not instruct external lawyers and was repre- Davis Polk & Wardwell sented by internal adviser Vikas Agarwal. General Law Partners J Sagar Associates 5 Karnataka State Highways’ BOT annuity Lexygen Value Principal law firm Paul Weiss To be announced Singhania & Partners Shearman & Sterling

WongPartnership The Karnataka State Highways Implementation Project, which upgrades highways in the southern state with World Bank funding, has settled on a novel structure for A private equity consortium comprising Morgan Stanley future projects. The state government entity worked with Infrastructure, Norwest Venture Partners, General Atlantic, Singhania & Partners to develop India’s first build-operate- Goldman Sachs Investment Management, and Everstone transfer (BOT) annuity documentation. The project covers Capital invested US$425 million in Asian Genco, an the development of bidding documents for the grant of

40 India Business Law Journal December 2010/January 2011 Deals of the Year Cover story

Deals of the Year 2010 The winning infrastructure deals

Deal Value Principal law firms

GMR’s sale of its InterGen stake US$1.23 billion De Brauw Blackstone Westbroek to China Huaneng Houthoff Buruma Skadden Arps Slate Meagher & Flom White & Case

L&T’s new shipyard in Tamil Nadu US$750 million India Law Services

Private equity investment in Asian Genco US$425 million Allen & Gledhill Appleby Boies Schiller & Flexner Davis Polk & Wardwell General Law Partners J Sagar Associates Lexygen Paul Weiss Shearman & Sterling WongPartnership

Bank of Baroda-led loan to Indus Gas US$110 million Amarchand Mangaldas Carey Olsen TLT Solicitors

Karnataka State Highways’ BOT annuity To be announced Singhania & Partners

Deals are listed in order of value. The principal law firms that worked on each deal are listed alphabetically.

concessions on design-build-finance-operate-maintain- the order of the Patent Controller in a pre-grant opposi- transfer bases using an annuity model based on World tion refusing the application (thereby accepting the oppo- Bank procurement guidelines. sition) is in fact an order under section 15 of the Patents Act, 1970, which is appealable before the Intellectual Property Appellate Board. “This interpretation is impor- Intellectual property Deals of the Year tant and appreciated as the applicant has a fairer and better chance to agitate the issue before a specialized IP court as opposed to a restricted consideration in a gen- UCB Farchim SA v Cipla Limited & others 1 eral court in a writ petition,” says Ashwin Julka, a partner at Remfry & Sagar in Gurgaon, which represented UCB Value Principal law firms Farchim. Pratibha Singh of Singh & Singh advised Cipla and the other parties. Not applicable Remfry & Sagar

Singh & Singh 2 Music Broadcasting v Phonographic Performance In this case, which was part of a batch of six writ peti- tions, Delhi High Court in February held that an applicant has the right of an appeal if a patent application has Value Principal law firms been refused following a pre-grant opposition. Prior to this decision, the practice had been to agitate the order Not applicable Anand and Anand in a pre-grant opposition in a high court by filing writ petitions. Luthra & Luthra This decision authoritatively held for the first time that

December 2010/January 2011 India Business Law Journal 41 PAtENt ANd trAdEmArk AttorNEyS (INdIA) EStABLISHEd:1983

LLS House, Plot No B-28 Sector 32 (Institutional Area) Gurgaon 122 001 India

P: +91 124 2382202, +91 124 2382203 F: +91 124 4036823, +91 124 2384898 E: [email protected] W: www.lls.in Deals of the Year Cover story

This order is a welcome relief and current statutory restrictions limit content that can for radio channels be aired by private stations considerably,” says Pravin Anand, managing partner of Anand and Anand, who Pravin Anand represented Music Broadcasting. Luthra & Luthra rep- Managing Partner resented Phonographic Performance. More widely, this arrangement fixed by the Copyright Board will also act Anand and Anand as an impetus for private FM radio stations to enter the third phase of radio licensing, which aims at expansion of radio by penetration into smaller towns.

3 Qualcomm’s patent bundling

Value Principal law firm

Not applicable Nishith Desai Associates

Qualcomm, a US-based wireless telecommunications research and development company, sought to submit The long licence-fee tussle between radio chan- a “statement of the working of a patent in India” for 500- nels and Phonographic Performance ended with a plus patents in compliance with the provisions of the recent verdict by the Copyright Board. This litiga- Patents Act, 1970. Until this case, the provisions of the tion was instituted almost a decade ago by Music Indian Patents Act related to the disclosure of the work- Broadcasting, which includes several radio channels, ing of patents only on an individual basis. Nishith Desai against Phonographic Performance. The radio channels Associates provided an innovative solution which was had challenged the royalties demanded arguing they accepted by the patent authorities in which the client did were unreasonable and exorbitant. The Copyright Board not have to submit individual patent data. “The informa- gave a well reasoned order keeping the interests of both tion relating to the bundle of patents was accepted as a parties in perspective by fixing the royalty rate as 2% of whole,” says partner Gowree Gokhale, who heads the IP net advertising revenue. practice at Nishith Desai Associates. “We also registered “This order is a welcome relief for radio channels two of their patent licensees with the patent offices for since music is an essential content for radio stations the same number of patents.” AdvocAtES PAtENt ANd trAdEmArk AttorNEyS (INdIA) EStABLISHEd:1983 Deals of the Year 2010 The most significant intellectual property disputes

Dispute Value Principal law firms

UCB Farchim SA v Not applicable Remfry & Sagar Cipla Limited & others Singh & Singh

Music Broadcasting v Not applicable Anand and Anand Phonographic Performance Luthra & Luthra LLS House, Plot No B-28 Qualcomm’s patent bundling Not applicable Nishith Desai Associates Sector 32 (Institutional Area) Gurgaon 122 001 India Toyota’s IP action against Not applicable Anand and Anand Prius Auto Industries RAD & Partners Singh & Singh P: +91 124 2382202, +91 124 2382203 F: +91 124 4036823, +91 124 2384898 Heinz’s trademark dispute with Not applicable Lall Lahiri & Salhotra E: [email protected] Stokely-Van Camp Singh & Singh

W: www.lls.in The principal law firms that worked on each dispute are listed alphabetically.

December 2010/January 2011 India Business Law Journal 43 Untitled-3 1 12/3/2010 7:09:16 PM Deals of the Year Cover story

4 Toyota’s IP action against matter on their product packaging. The respondents were Prius Auto Industries also directed to not write “Genuine Accessories” on their products without it being accompanied by “of Prius Auto Industries”. Anand and Anand represented Toyota. RAD & Value Principal law firms Partners initially represented Prius Auto Industries but was later replaced by Singh & Singh. Not applicable Anand and Anand

RAD & Partners 5 Heinz’s trademark dispute with Stokely-Van Camp Singh & Singh Value Principal law firms Delhi High Court passed an unusual order in the infringe- ment and passing-off action brought by the Japanese Not applicable Lall Lahiri & Salhotra carmaker Toyota against Prius Auto Industries, a Delhi- based manufacturer of automotive parts, to protect its Singh & Singh trademarks such as Toyota, Innova and Prius. An ex parte interim injunction had been granted in favour of Toyota, but was subsequently set aside in March 2010. Toyota Stokely-Van Camp, an affiliate of PepsiCo, registered had appealed against the order setting aside the ex parte the expression “Rehydrate, Replenish, Refuel” as a injunction. The appellate bench took cognizance of the trademark in India in 2006 which it claimed it had been infringing use of Toyota’s marks by the respondents and using in conjunction with its isotonic drink Gatorade directed them to alter the existing product packaging, worldwide. There was no evidence of use of the expres- catalogue and advertisements. The respondents were sion in India. In February, Heinz introduced an isotonic directed to write the sentence “vehicle and marks used drink under the trademark Glucon-D. The packaging for item identification only” in a conspicuous and a con- stated that the drink “Rehydrates fluids, Replenishes vital sistent font as has been used for the other descriptive salts, and Recharges glucose”. Stokely then sued Heinz

December 2010/January 2011 India Business Law Journal 45 Cover story Deals of the Year

for trademark infringement before Delhi High Court. an arbitrator in an arbitration hearing, amounted to an act However, Justice Rajiv Shakdher came to the conclu- of fraud. VGE was able to amend its challenge to an award, sion that the expression registered by Stokely is highly so as to incorporate subsequent developments such as descriptive of isotonic drinks and therefore not a valid the fraud at Satyam. Tuli & Co instructed senior trademark. Stokely appealed to the division bench, which KK Venugopal, while Satyam’s counsel, Bina Madahavan upheld the decision of the single judge. The appeal was of Hyderabad-based Lawyers Knit & Co, instructed senior accordingly dismissed. advocate Harish Salve. Maninder Singh and Pratibha M Singh of Singh & Singh represented Stokely, while Anuradha Salhotra of Lall Lahiri & Salhotra advised Heinz. Ferani Hotels’ dispute with Nusli Wadia 2

Disputes of the Year Value Principal law firms

Not applicable Bharucha & Co 1 Venture Global Engineering v Satyam Doijode Associates Value Principal law firms Pepper Hamilton Not applicable Lawyers Knit & Co

Tuli & Co In December, Bombay High Court upheld industrialist Nusli Wadia’s role as the administrator of 240 hectares of real estate in the Mumbai suburb of Malad, which includes prime Rajat Taimni, the managing partner of the Mumbai office retail properties. of Tuli & Co, represented the plaintiff, Venture Global Justice Roshan Dalvi dismissed a petition filed by Ferani Engineering (VGE), in a successful Supreme Court case in Hotels, a company controlled by the Gopal Raheja group, which the court ruled that the deliberate concealment of seeking revocation and annulment of the order dated 30 material facts, which ought to have been disclosed before November 2003 that authorized Wadia to continue to act as

ESTABLISHED 2000 NEW DELHI • MUMBAI www.tuli.biz Legal advice in black and white

“Tuli & Co, winner of the ILO Client Choice Awards 2010 for Tuli & Co is an insurance driven commercial litigation practice Insurance & Reinsurance – India.” and has working associations with firms in other Indian cities. International Law Office 2010 Tuli & Co’s approach is straightforward and informal. Tuli & Co, the Number One law firm for Insurance in New Delhi It provides clients with direct, uncomplicated, clear advice “and Mumbai in 2008/09, 2009/10 and 2010/11. and recommendations, delivered in plain English. Asia Pacific Legal” 500 Core Practice Areas: Insurance & Reinsurance (non-contentious) Regulatory & Operational Advice • Reviewing & Preparing Commercial Agreements • Structuring Start-up Operations • Product Development Coverage Issues Property • Marine • Financial Lines • Reinsurance • Life & Health Dispute Resolution Litigation • Arbitration • Alternative Dispute Resolution Corporate & Commercial Foreign Investment • Entity Formation • Joint Venture Agreements • Regulatory Investigations

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46 India Business Law Journal December 2010/January 2011 Deals of the Year Cover story

Deals of the Year 2010 The most significant disputes

Dispute Value Principal law firms/lawyers

Venture Global Engineering v Satyam Not applicable Lawyers Knit & Co Tuli & Co

Ferani Hotels’ dispute with Nusli Wadia Not applicable Bharucha & Partners Doijode Associates Pepper Hamilton

GHCL ESOP Trust’s case against India Not applicable Khaitan & Co Infoline

DBS Bank v Wockhardt Not applicable Juris Corp Majmudar & Co Singhi & Co Vimadalal & Co

Court of Arbitration for Sports’ debut at the Not applicable Foley’s List Commonwealth Games FoxMandal Little George Davies Nicholl Paskell-Mede Wertheim Becker

The principal law firms that worked on each dispute are listed alphabetically.

administrator of the estate of Eduljee Framroze Dinshaw. its board of directors. Khaitan & Co, led by Ajay Bhargava Ferani claimed that Wadia’s role as administrator ended in Delhi, filed quashing petitions, which were allowed by with the death of Bachoobai Woronzow Dashkow, the sole Delhi High Court. The trust had sought to buy shares back survivor and sister of Eduljee Framroze Dinshaw, who origi- from India Infoline. However, on receipt of a cheque from nally owned the land. Dalvi concluded that Ferani has “failed the trust, India Infoline had instead sold the trust’s shares to to show any misconduct in administration on the part of third parties, claiming it could do so because it was owed the respondent (Wadia)”. Acting for Nusli Wadia, Shreekant Doijode of Doijode and Associates instructed senior advo- cate Fali Nariman. For Gopal Raheja of Ferani Hotels, Raju A very important legal issue Subramanyam and Zubin Behramkamdin of Bharucha relating to the concept of & Partners instructed senior advocate Abhishek Singhvi. vicarious liability James Rosener and Edward Watters of Pepper Hamilton acted as US counsel. Rabindra Jhunjhunwala Partner Khaitan & Co 3 GHCL ESOP Trust’s case against India Infoline

Value Principal law firm

Not applicable Khaitan & Co

The GHCL ESOP Trust brought a criminal case under sec- tions 406 and 420 of the Indian Penal Code, 1860, for crimi- nal breach of trust and cheating against India Infoline and

December 2010/January 2011 India Business Law Journal 47 Cover story Deals of the Year

past dues from other companies within the GHCL group. “A settlement, finalized in January 2010. Wockhardt was very important legal issue relating to the concept of vicarious advised by Majmudar & Co. Vimadalal & Co represented liability of a board of directors under the provisions of the Kotak Mahindra Bank, while Singhi & Co advised ICICI Indian Penal Code, 1860, was involved in this matter,” says Bank. Rabindra Jhunjhunwala, a Mumbai partner at Khaitan & Co, which advised India Infoline. GHCL ESOP Trust, which was represented by advocate Rakesh Tiku, is appealing to the Court of Arbitration for Sports’ debut Supreme Court. 5 at the Commonwealth Games

4 DBS Bank v Wockhardt Value Principal law firms Not applicable Foley’s List Value Principal law firms FoxMandal Little Not applicable Juris Corp George Davies Majmudar & Co

Singhi & Co Nicholl Paskell-Mede

Vimadalal & Co Wertheim Becker

A Juris Corp team, led by partner H Jayesh, advised The Court of Arbitration for Sports made its Indian debut Singapore-based DBS Bank in relation to its claim at the Commonwealth Games in Delhi and turned over an against Wockhardt, an Indian pharmaceuticals major, in eligibility hearing within 24 hours. Arbitrators Henry Jolson, relation to unpaid loans made by DBS and two domes- a queen’s counsel with the Foley’s List group of barristers tic Indian banks totalling US$18.275 million and Rs400 in Melbourne, Graeme Mew of Nicholl Paskell-Mede million. in Montreal, Mark Hovell of George Davies in London, Juris Corp approached Bombay High Court with a Monty Hacker of Wertheim Becker in Johannesburg and winding-up action against Wockhardt. The court would Sangeeta Mandal of FoxMandal Little in Delhi formed a have tested a corporate debt restructuring scheme panel, heard the case and issued a finding within a day. formulated by the for the first The case concerned a Norfolk Island lawn bowler who time. However, the parties reached an out-of-court was deemed ineligible to compete at the games. g

48 India Business Law Journal December 2010/January 2011