LexTalk World Talk Show with DIPTI LAVYA SWAIN, Partner at HSA Advocates


LexTalk World Interviews Dipti Lavya Swain. Dipti has 16+ years of PQE with diversified work experience as a Partner at top tier law firms as well as a General Counsel at an MNC in a highly competitive Indian corporate market advising several international and domestic companies across several industrial sectors across the globe including business set-ups for multiple corporate houses. He has held top positions like being Managing Partner, DLS Law Offices, General Counsel of Azure Power (NYSE listed large solar power producer), Partner at Luthra & Luthra Law Offices (now, L&L Partners), Head of Corporate at Wadia Ghandy & Co., New Delhi. In 2011, Dipti had moved from Mumbai to successfully Set-up and Head the Corporate Practice of Wadia Ghandy’s Delhi offices. Currently, Dipti is Partner & Head of China, Singapore, HK & Taiwan Desks as well as Corporate Co ordinator at HSA Advocates. Here, his focus is Corporate M&A, PE & VCs, Renewable Energy, Infrastructure, Projects, Start-ups, Electric Vehicles, Data & FinTech etc. Recently, on multiple deals and advisory related matters, he has advised Adani, Allana Group, Renew Power, Mumbai International Airport, Eden Renewables, Oriental Engineering, Coromondel Group, Ashriya Group, Mytrah Energy, iSquared Capital, REC, GAIL, PolyCab Cables, GG Innovation UK, Veken Technology China, Wuhuan China, ByteLearn, Hyve Group UK, Huaqin Technology Hong Kong, Acme Solar, Acme Africa, NITI Aayog, DHI, Start-up Association of India & Invest India & Government of India on several fronts. Some of them include ColdLove IceCream, ANSH, Ceres, ETO Motors (EV), MPL, HK Bada (Rummy), Green Affiliates, InstaSolv, Quesba, KarzaTech, PayMix, PanyuanTech/AGFinLease, DSF (EV), VentureGurukool, JPWInfraTech, NuPhi, ISDI (film-school), MetisPay, Nidhivan, TransWeb, PracticeLeague, LayOverSocial (musictech), PointsforPeople, StrategicCaravan, WiseCabs, Credila, Green Affiliates, etc.


Interview:

Host: First question is entering into a phase of the deal making and corporate M&A transactions, so what would you advise them?

Dipti: Deal making is quite a specialised subject and of course these days with large corporates as well start-ups and the specialist lawyers involved in the making and transactions like investment and exits, it is very important that clients for corporates and investors understand the importance of term sheet. Many times I have seen that there are term sheets which are executed by investors for the corporates, where you come ahead and try to engage with lawyers, and post that, now I tell them that the engaging with the lawyer and the taking their advice and right at the term sheet level, it is very important because many times what you may have done in the term sheets get difficult to undo. Further, I think it is a very important aspect, the deal making apart from of course the strategy, the structure and the nature of instruments that should be taken into consideration by the investors or if you are the companies seeking an investment, then the nature of the instrument that you should give to the investor, due diligence process which is also very important and then comes the documentation which involves a lot of drafting and incorporating the discoveries from the due diligence and of course the negotiations will help you finalize these contracts, where these contracts are very important and while talking of the happy times people tend to ignore this document, but it is very important that when we are at a position where there are smaller or bigger or larger disagreement among the two parties. It is then that these documents come into a rescue of either of the sides and therefore I strongly recommend discussing with lawyers and discussing from term sheet level to the due diligence of the documents, negotiation and the closing process is very important.


Host: As a business leader and being an investor, yourself how do you see the investment world plan out over the ongoing pandemic period and post that?

Dipti: There are a few factors and impediments that we saw that did do a lot of damage and just about when the community and targets were coming back to business, omicron and many mutations are down the line but let me tell you that a lot of companies or start-ups and various other sectors in the industry stopped making investment because of the threat and outcome of covid-19, but there were a lot of businesses that flourished during this time. I will also want to mention that pursuant to a lot of good, healthy and innovative thinking of promoters and founder, they did try and bring about your solutions for the industry and for their target market and this has helped them to create new and niche areas for themselves which never existed earlier. So apart from the regular businesses, people have started to catch up to newer businesses which is a very plus point. People have really started to depend on mechanism for saving a lot of time and energy for a purse lowering the footprint carbon footprints because we are all travelling lesser. However, nobody can really take away the impact that a physical meeting or face-to-face meeting can bring the energy and time into them but there is a lot more that we can we can do in this setup, for example if I have to travel to Dubai or New York for a meeting, which would take a lot of planning that I had to do but now in the same day, I am in Delhi, Bombay, Dubai and New York. Thanks to the online mechanism, I think pandemic helped us to see the positives and negatives but after the pandemic as I mentioned, right now but even with omicron and after that I think there will be a lot of progress that will be made.


Host: The pandemic saw some courts are being moving towards the remote processing and ability in situations and a positive way to increase access to justice what's your opinion?

Dipti: I must admit that Indian courts have always liked the physical arguments’, physical submissions, of paperwork, etc and that saw huge positive shifts during covid-19, online publications were happening now online and the judges and lawyers both of them were getting used to this mechanism. But there were issues as I mentioned earlier like, different methods were adopted. I am sure it is going forward, yes we will have to come back to a few other physical mode but I think it's a mixture of both will be really helpful and I think it will regain the most considering the idea of having courts and the lawyers is about reducing and helping litigants and I think this mechanism will really help me know the first going forward.


Host: Your journey so far was wonderful so what were the complex issues you have worked on a sum complexity that was there in your legal professional so how did you approach it?

Dipti: My journey is of the last fifteen-sixteen years or actually more than a decade, when I started with Law School back in 2001, to now, it has been quite enriching. I love to always mention that I continue to learn on the way and I still do that right now and as a lawyer we will always keep on reading and learning and become brilliant. With regard to complex issues and challenges, I think adapting to do a business and business advocacy used to happen and I think you know that it is something which is very critical, and we all have to adapt the way or adapt to the manner in which businesses are being done. A lot of investments are happening now only by operations and focus is on a lot of venture capital, investing in to start a Start-up for becoming a unicorn between protecting yourself so that is the one challenge that we all face but I think it's good to know that everybody has been trying to prove that about specific issues, there is the need to provide business solutions to our clients. It is certain that it is very critical trying to figure out solutions to difficult problems apart from something that I love doing and identifying specific key issues into a transaction which perhaps it was seen or avoided or not thought of is something that I really start doing. The structuring for transactions is another aspect that I love doing because there are a lot of innovative mechanisms that can be adopted by investors as well as the unit of IT companies, both of them will be able to go in positive direction and positive with the website so that is that is one of the key areas by the clock to work on for a corporate lawyer.


Host: In the era of legal Technology what is your commonly used tool?

Dipti: For all of us, internet has been I remember when I started off as a lawyer we used to have internet project on one computer and apart from that our desktop so used to just have Outlook and nothing as you know how to research when we used to have to go to just one computer to be able to do our research and we had to rely a lot on physical tools like a book. Also there used to be mobile phones only with some of the senior lawyers and Blackberry 10 was one of the major ones, but I think as per today’s technologies and internet has really helped the lawyers when to take me and my team member know what used to take a lot of time to research and to take much lesser time thanks to Reliance on internet in a much faster than what we used to be. I think a lot of credit goes to the internet and in terms of tools in our ability of a lot of legal Research and a lot of data available on the internet we have also helped. Lastly, I will definitely want to give a lot of credit to mobile phones, the 4G and upcoming 5G networks that are there have also really helped the lawyers.


Host: Time is money but is meant for every professional so I would like to ask you how do you ensure your best time as a lawyer what is your time management mantra? 

Dipti: Telling my colleagues and my juniors in instead of thinking a lot about what to do and how to do, I think we know the key is to attack the problem and the moment you do that 50% of the job is done. For example, the company has to discuss to document the agreement. I always recommend them to start penning down something on the other on a piece of paper or on the computer and once you do that it becomes very easy for you to proceed forward and that will really help in time management are the second I think is the way you look at your work with these tactics, you don't think a lot, obviously good for a lawyer. But I think it is it important to quickly implement and by that, I mean that you know if there are smaller things, I think you know that it must be done instantly and that will really help handle the lot of smaller work. It is difficult for lawyers to prioritize but still, there are a few ways that you can do to prioritise some work over the other. So, I strongly recommend that you instead of putting something away for a later time a lawyer should catch up on some emails and calls the moment they come because that that gets their job done easily.

 

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