Deals of The Year

Cover story
India Business Law Journal 23

Deals of the Year
December 2010/January 2011
2010
Deals of the Year
T
he international fnancial crash that has crippled
the worlds major economies since 2008 barely
sideswiped India. So it is no surprise that 2010
was a major deal-making year, both for Indian companies
domestically and internationally, and foreign multinational
corporations seeking India-related investment.
Following a lengthy period of research and consulta-
tion, India Business Law Journal has selected 50 landmark
deals and disputes, concluded between December 2009
and December 2010, that showcase legal talent at its best.
The winning deals and cases, which are divided into sev-
eral categories, have been chosen subjectively based on
transactional data, submissions received from Indian and
international law frms and a range of interviews conducted
with India-focused legal and corporate professionals. In
arriving at its decisions on the winning deals and cases,
India Business Law Journals editorial team evaluated the
signifcance of all shortlisted contenders from a legal and
regulatory standpoint. The value and complexity of each
deal or case was considered, as were any precedents that
may have been established for the future.
Capital markets Deals of the Year
1
Coal Indias IPO
Value Principal law frms
US$3.4 billion Amarchand Mangaldas
Ashurst
DLA Piper
Luthra & Luthra
The largest initial public offering in India to date raised
US$3.43 billion for the government, which disinvested 10%
of its shareholding in the company. DLA Piper advised both
Coal India and the Indian government. I think the biggest
challenge was simply taking a company that is genuinely
India Business Law Journal showcases 50 of the most signifcant
transactions, court cases and IP enforcement actions of 2010
and reveals the law frms that guided them
George W Russell reports
Cover story
Deals of the Year
ancient having operated for more than 100 years in vari-
ous forms and bringing its disclosure and controls up to a
level where it would be appropriate for sophisticated inter-
national investors, says Stephen Peepels, a partner at DLA
Piper in Hong Kong, who led his frms team. Domestically,
a team from Luthra & Luthra led by partner Madhurima
Mukherjee advised on the transaction. This would not be
possible without the sheer hard work of Luthra & Luthra,
Coal India chairman Partha S Bhattacharya said in his list-
ing speech. Ashurst and Amarchand Mangaldas advised
the lead managers. The result has brought delight to ana-
lysts across India. The whole Coal India IPO appeared to
be a fairy tale, as if the script was written somewhere in
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,
the wide subscription from all kind of investors and a super
impressive listing, all has fallen perfectly into place. For a
detailed case study of Coal Indias IPO, see Firing up the
markets on page 55.
2
National Mineral Development Corporations
listing and follow-on offering
US$2.2 billion Crawford Bayley & Co
Dorsey & Whitney
Gide Loyrette Nouel
S&R Associates
The Indi an government di vested i tsel f of around
8.38% of its holdings in National Mineral Development
Corporation through a follow-on public offering and
Rule 144A offering of 332.24 million equity shares. Gide
Loyrette Nouel acted as international legal counsel to the
selling shareholder, while Crawford Bayley & Co acted
as domestic legal counsel to the selling shareholder.
The Sydney offce of Dorsey & Whitney acted as interna-
tional counsel to the underwriters in this public offering
of shares in Asias third-largest iron ore producer. S&R
Associates acted as domestic legal counsel to the book-
running lead managers.
3
NTPCs further public offer
Luthra & Luthra
OMelveny & Myers
The further public offering (FPO) of equity shares in NTPC
was the frst fast-track issue of a public sector undertak-
ing in India. This means it occurred over a very compressed
timetable, says David Makarechian, a Singapore-based
partner at OMelveny & Myers, which advised the Indian
governments Department of Disinvestment, as sole inter-
national counsel to the offer. Amarchand Mangaldas acted
as domestic legal counsel to the company and the selling
shareholder. Luthra & Luthra was the domestic counsel to
the book-running lead managers. The offering was also
the frst-ever in which an Indian company used a French
auction pricing approach, Makarechian adds, in which
the promoters announce a minimum price, investors place
sealed bids and the company then negotiates a minimum
and maximum price with the market regulator.
4
Tata Motors equity and debt offerings
US$1.5 billion
(US$750 million
in equity and
US$750 million
in debt)
Amarchand Mangaldas
AZB & Partners
Milbank Tweed Hadley &
McCloy
Sullivan & Cromwell
Tata Motors offered US$550 million of A-shares and
US$200 million of ordinary shares by way of institutional
private placement outside the US and India, and an institu-
tional placement in India. The company noted that the issue
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
2014 and 29.9 million global depositary shares for a total deal
size of about US$750 million. Sullivan & Cromwell and AZB &
Partners advised the issuer. Milbank Tweed Hadley & McCloy
and Amarchand Mangaldas acted as managers counsel.
The whole Coal India IPO
appeared to be ... as if the
script was written somewhere
in the heaven
Jagannadham Thunuguntla
Strategist & Head of Research
SMC Global Securities
Cover story
Deals of the Year
5
Reliance Industries notes offering
US$1.5 billion AZB & Partners
Davis Polk & Wardwell
Shearman & Sterling
Reliance Industries arranged a Rule 144A and Regulation
S offering of US$1.5 billion aggregate principal amount of
senior notes. It was the frst 30-year US dollar bond offer-
ing by a private Asia-based company since 2003. Davis
Polk & Wardwell advised Reliance Holding USA, while AZB
& Partners advised Reliance Industries on Indian law and
Shearman & Sterling advised the underwriters.
6
Adani Enterprises section 4(2)
equity offering
US$850 million Amarchand Mangaldas
Jones Day
Adani Enterprises issued US$850 million of equity
shares in a qualifed institutional placement (QIP), in line
with section 4(2) of the US Securities Act, 1933. This was
the largest QIP to be undertaken in India during 2010.
Amarchand Mangaldas and Jones Day were the sole legal
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
was taking place with Mundra Port, which led to complex
disclosure and pro forma issues says Hong Kong-based
Jeffrey Maddox, the lead partner for Jones Day.
7
Rural Electrifcation Corporations
secondary global offering
Ashurst
Luthra & Luthra
Ashurst, as i nternati onal counsel, advi sed Rural
Electrifcation Corporation (REC), a listed public-sector
enterprise, in connection with its follow-on public offer
of equity shares constituting 20% of the existing paid-up
capital. Amarchand Mangaldas advised the underwriters
on Indian law aspects of the transaction while Luthra &
Luthra advised REC. Ashurst had advised on the US$400
million original fotation of REC, the frms frst Indian IPO,
in 2008. Amir Prasad, head of global corporate fnance at
RBS India, identifed partners Madhurima Mukherjee and
Kaushik Laik as key team members at Luthra & Luthra.
The transaction marks its signifcance in being one of the
frst FPOs subsequent to the notifcation of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations,
Laik notes.
8
JSW Energys IPO
Khaitan & Co
Latham & Watkins
JSW Energy looked to Amarchand Mangaldas for Indian
legal advice on its US$660 million IPO. The deal was
signifcant as JSWs original offer document had been
withdrawn in July 2008 amid diffcult market conditions.
Latham & Watkins acted as the international legal counsel
for the underwriters, while Khaitan & Co advised as the
underwriters domestic legal counsel.
9
Piramal Healthcares share buyback
Value Principal law frm
Piramal Healthcare, which is listed on the Bombay Stock
Exchange and the National Stock Exchange of India,
arranged a buyback of 20% of its equity shares from its
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
the largest buyback in the history of corporate India, says
Cyril Shroff, managing partner of Amarchand Mangaldas
in Mumbai, which advised Piramal Healthcare.
10
MakeMyTrips IPO
Conyers Dill & Pearman
Latham & Watkins
S&R Associates
Shearman & Sterling
Cover story
Deals of the Year
For what was just a US$70 million deal, the IPO of Indian
travel website MakeMyTrip made quite a splash. The listing
gave the US IPO market a much-needed fllip in August 2010
by closing up 89% on its debut, the best frst-day gain on the
Nasdaq in three years. Latham & Watkins, led by Singapore
partners Michael Sturrock and Rajiv Gupta, acted as special
US counsel to MakeMyTrip. S&R Associates were the com-
panys Indian legal counsel. The Port Louis and Singapore
offces of Conyers Dill & Pearman also advised MakeMyTrip,
as it is the frst Mauritius-incorporated company to list on a
major New York stock exchange. Shearman & Sterling, led
by partner Matthew Bersani in Hong Kong, and Amarchand
Deals of the Year 2010
The winning capital markets deals
Deal Value Principal law frms
Coal Indias IPO US$3.4 billion Amarchand Mangaldas
Ashurst
DLA Piper
Luthra & Luthra
National Mineral Development
Corporations listing and
follow-on offering
US$2.2 billion Crawford Bayley & Co
Dorsey & Whitney
Gide Loyrette Nouel
S&R Associates
NTPCs further public offer US$1.8 billion Amarchand Mangaldas
Luthra & Luthra
OMelveny & 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
Shearman & Sterling
Adani Enterprises section 4(2)
equity offering
Jones Day
Rural Electrifcation Corporations
secondary global offering
Ashurst
Luthra & Luthra
JSW Energys IPO US$660 million Amarchand Mangaldas
Khaitan & Co
Latham & Watkins
Piramal Healthcares share buyback US$550 million Amarchand Mangaldas
MakeMyTrips IPO US$70 million Amarchand Mangaldas
Latham & Watkins
S&R Associates
Shearman & Sterling
Deals are listed in order of value. The principal law frms that worked on each deal are listed alphabetically.
Cover story
Deals of the Year
Mangaldas, led by partners Prashant Gupta in Delhi and
Yash Ashar in Mumbai, advised the underwriters.
M&A Deals of the Year
1
Bharti Airtels acquisition of Zain assets
US$9 billion Allen & Overy
AZB & Partners
Herbert Smith
Linklaters
Loyens & Loeff
Milbank Tweed Hadley
& McCloy
Stibbe
Trilegal
WongPartnership
One of the most complex deals of 2010 was the acquisition
by Indias Bharti Airtel of the assets in 16 African countries
of the Kuwait City-based Mobile Telecommunications Co
(Zain) for US$9 billion. The entire deal from end to end was
both interesting and innovative in the manner in which it was
handled and fnalized, says Vijaya Sampath, group gen-
eral counsel and company secretary at Bharti Enterprises.
Herbert Smith was the international legal adviser to Bharti
Airtel. The Herbert Smith team was led by Michael Walter,
Alan Montgomery and Nick Elverston, while the team at
its Dutch affliate Stibbe was led by Bjorn van der Klip and
Maarten de Bruin. Linklaters, under partner Charlie Jacobs,
acted for Zain globally, while AZB & Partners, led by Delhi
partners Ajay Bahl and Gautam Saha, represented the com-
pany domestically. Milbank Tweed Hadley & McCloy, led by
fnance partner Suhrud Mehta in London and India practice
head Glenn Gerstell in Washington, acted for Bharti Airtel on
the fnancing arrangements supporting its acquisition. The
Bharti-Zain deal was a truly transformational transaction,
says Gerstell. Trilegal was the Indian counsel and Allen &
Overy advised Standard Chartered Bank, as mandated lead
arranger and lead adviser. On the borrower side, Loyens
& Loeff provided Dutch counsel and WongPartnership
addressed Singaporean law issues. To add to the complex-
ity was the multiplicity of regulations, regulators, jurisdictions,
labour and employee laws, judicial and political systems,
listing and disclosure requirements, local ownership require-
ments, approvals and timing, licence requirements as well as
market asymmetries and divergent cultures, Sampath says.
Intelligence report
Directory of Indian Law Firms
July/August 2010
Atman Law Partners
Established in 2009
CONTACT DETAILS
- Chennai -
2/644A, Third Main Road
River View Colony, Manapakkam
Chennai - 600 125, India
Telephone: +91 44 2252 1946
Fax: +91 80 3072 3683
Email: Chennai@atmanlaw.com
Contact: Vivek G Durai
- Bangalore -
602A, Queens Corner, Queens Rd.
Bangalore - 560 001, India
Telephone: +91 80 2237 2499
Fax: +91 80 3072 3683
Email: Bangalore@atmanlaw.com
Contacts: Chinmay J Mirji,
Siddharth Muchandi
Website: www.atmanlaw.com
Key practice areas: Civil & criminal litigation, infrastructure & project fnance,
corporate & structured fnance, corporate, mergers & acquisitions, private
equity, venture capital, real estate, competition & policy, technology, media &
telecoms.
Number of partners: 3
Number of associates: 8
Principal offces: Chennai, Bangalore
Atman (pronounced aath-mahn) is a fast-growing business law frm based in
the south Indian cities of Bangalore and Chennai.
We assist Indian and overseas clients in a number of practice areas and
industry sectors. Our practise of law distinguishes itself with its focus on
grounded, honest advice and timely, affordable assistance to clients.
We bridge the ease of access, commercial sense and tight integration afforded
by in-house counsel, with the accountability, experience and standards of a
traditional law frm.
AZB & Partners
Established in 2004
CONTACT DETAILS
23rd Floor Express Towers
Nariman Point
Mumbai - 400 021, India
Telephone: +91 22 6639 6880
Fax: +91 22 6639 6888
Email: mumbai@azbpartners.com
Contact: Ms Zia Mody
Plot No A-8, Sector 4
Noida - 201 301, India
Telephone: +91 120 417 9999
Fax: +91 120 4179900
Email: delhi@azbpartners.com
Contact: Mr Ajay Bahl
Key practice areas: Mergers & acquisitions, capital markets, securities
law, venture capital/private equity funds, banking & fnance, aviation,
insurance, litigation & arbitration, taxation, real estate, infrastructure,
information technology and intellectual property.
Number of partners: 19 (approximately)
Number of associates: 225 (approximately)
Principal offces: Mumbai, New Delhi
Other offces: Bangalore, Pune, Chennai, Hyderabad
AZB & Partners is a prominent, full service law frm with offces in
six Indian cities. The legal services rendered by the frm cover the
corporate, commercial, regulatory, fnancial and tax planning aspects
of modern businesses. The frms practice is structured to offer a
combination of legal and transactional expertise, and broader market
sector knowledge in a timely and effective manner. The frm has advised
Indian and international clients over a wide range of practice areas. It
has won numerous accolades and is consistently ranked as a leading
law frm in the country.
IBLJ1007-all-new VCJB.indd 40 2/9/2010 22:00:03
Cover story
Deals of the Year
Crawford Bayley & Co
Established in 1830
CONTACT DETAILS
State Bank of India Buildings
NGN Vaidya Marg
Mumbai - 400 023
India
Telephone:
+91 22 2266 8000
+91 22 2266 3713
+91 22 2266 5413
Fax:
+91 22 2266 3978
+91 22 2266 0986
+91 22 2266 0355
Email:
sanjay.asher@
crawfordbayley.com
Contact:
Mr Sanjay Asher
Partner
Direct tel: +91 22 2266 3353
Direct fax: +91 22 2266 3978
Mobile: +91 98200 23823
Key practice areas: Corporate & commercial practice, mergers &
acquisitions, capital markets, joint ventures & foreign collaboration,
privatisation & disinvestment, banking & corporate fnance, intellectual
property law, litigation & dispute resolution, real estate & property
law, indirect taxation, labour & employment, admiralty & shipping law,
information technology, e-banking & e-commerce.
Number of partners: 12
Number of associates: 75
Principal offce: Mumbai
Crawford Bayley & Co, having established in 1830 currently has a
team of 150 members, including 12 partners, over 75 associates and
15 paralegal personnel and a supporting staff of over 75 individuals.
Partners at Crawford Bayley & Co:
Rajendra Ambalal Shah
Dadi Bejonji Engineer
Hemraj Chaturbhuj Asher
Chetan Manbhai Maniar
Darius Cavasji Shroff
Sanjay Khatau Asher
Ms Zarine Minocher Talaty
Marco Philippus Ardeshir Wadia
Saumil Shantaram Rege
Kumar Shirish Trivedi
Sanjay Ramakant Buch
Prashant Khatau Asher
Cover story
Deals of the Year
2
Vedantas purchase of Cairn India
US$8.5 billion Allen & Overy
Amarchand Mangaldas
AZB & Partners
Latham & Watkins
Linklaters
S&R Associates
Shepherd and Wedderburn
Talwar Thakore & Associates
One of the most high-profile deals in recent years is
Vedanta Resources acquisition of a 51% stake in Cairn
India in a US$8.5 billion transaction. This is one of the larg-
est M&A deals by value undertaken by an India company in
recent years and involves US$6.5 billion of debt fnancing
a considerable amount in todays market. The deal has
been complicated by diffculties within Indias bureaucracy.
State-owned ONGC and Indias petroleum ministry had
opposed the deal and Cairn will require at least 10 separate
clearances covering each production-sharing contract.
Sanjeev Dhuna of Allen & Overy and Zia Mody, Shuva
Mandal and Essaji Vahanvati of AZB & Partners are act-
ing for Vedanta Resources on the fnancing arrangements.
Unlike other M&A fnancings, this fnancing involved the
capital markets, the equity markets and the debt mar-
kets, says Guy Nicholls, an Allen & Overy spokesman
in London. Each of these different markets was utilized
under one common fnancing structure. Five Latham &
Watkins partners Rajiv Gupta in Singapore, David Miles
in Hong Kong, and Graeme Ward, Rory Negus and Sean
Finn in London worked on the deal on Vedantas behalf.
Shepherd and Wedderburn is advising Cairn India interna-
tionally, while Amarchand Mangaldas and S&R Associates
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.
3
Abbotts acquisition of a division of
Piramal Healthcare
US$3.7 billion Baker & McKenzie
Luthra & Luthra
Stephenson Harwood
Not all major deals involved Indian companies expanding
overseas. The global pharmaceutical industry, for example,
saw further consolidation with the purchase by US-based
Abbott Laboratories of the generics division of Piramal
Healthcare for about US$3.7 billion. The deal was inter-
rupted by the Icelandic ash cloud that crippled international
travel in April and May 2010. Andrew Edge, a Stephenson
Harwood partner advising Piramal, had previously advised
the Indian company on a number of its own acquisitions
while working at Ashurst. Luthra & Luthra partners Mohit
Saraf, Samir Dudhoria, Vikrant Kumar, Vikas Srivastava, SR
Patnaik and Sanjeev Sachdeva, and Pablo Garcia Moreno
and Olivia Tyrrell of Baker & McKenzies Chicago office
acted for Abbott. Edge and Stephenson Harwood partners
Eifon Morris and Duncan Stiles, all in London, and RA Shah
of Crawford Bayley & Co in Mumbai led the teams advising
Piramal Healthcare.
4
Chennai Network Infrastructures tower
purchase from Aircel
Wadia Ghandy & Co
In what was the largest all-cash M&A transaction in India
to date, Amarchand Mangaldas partners Gunjan Shah and
Anirudh Das advised the Aircel Group on the sale of its
telecommunications tower business to Chennai Network
Infrastructure, part of the GTL Group, for about US$1.8
billion. GTL will acquire 17,500 towers in a transaction struc-
tured to ensure Aircels services are not disrupted. The
deal was spread over a year and involved investment bank-
ers on both sides, lengthy and challenging negotiations and
a court process for completion of the transfer of the passive
undertaking, says Fariyal Tahseen, a Mumbai partner at
Wadia Ghandy & Co, who led the team advising the buyer.
5
Reliance Industries joint venture
with Atlas Energy
US$1.7 billion Jones Day
Ledgewood
P&A Law Offces
Vinson & Elkins
Wachtell Lipton Rosen
& Katz
Reliance Industries the largest private-sector com-
pany in India by capitalization and turnover acquired a
40% interest in more than 120,000 hectares leased by
Cover story
Deals of the Year
The winning M&A deals
Bharti Airtels acquisition of Zain assets US$9 billion Allen & Overy
AZB & Partners
Herbert Smith
Linklaters
Loyens & Loeff
Milbank Tweed Hadley & McCloy
Stibbe
Trilegal
WongPartnership
Vedantas purchase of Cairn India US$8.5 billion Allen & Overy
Amarchand Mangaldas
AZB & Partners
Latham & Watkins
Linklaters
S&R Associates
Shepherd and Wedderburn
Talwar Thakore Associates
Abbotts acquisition of a division of
Piramal Healthcare
US$3.7 billion Baker & McKenzie
Luthra & Luthra
Stephenson Harwood
Chennai Network Infrastructures tower
purchase from Aircel
Wadia Ghandy & Co
Reliance Industries joint venture
with Atlas Energy
US$1.7 billion Jones Day
Ledgewood
P&A Law Offces
Vinson & Elkins
Wachtell Lipton Rosen & Katz
Diligentas acquisition of Unisys UK life
and pensions business
US$386 million Berwin Leighton Paisner
Khaitan & Co
Morrison & Foerster
Travers Smith
Shree Renukas purchase of
Grupo Equipav Acar e lcool
US$329 million Crawford Bayley & Co
TozziniFreire Advogados
Veirano Advogados
Bharti Airtels purchase of a 70% stake
in Warid Telecom
US$300 million AZB & Partners
Clifford Chance
Glodynes acquisition of DecisionOne US$104 million Blank Rome
J Sagar Associates
Kirkland & Ellis
Rajani Associates
Mahindra & Mahindras tractor joint venture US$40 million King & Wood
Cover story
Deals of the Year
US-based Atlas Energy in the Marcellus shale deposit in
Pennsylvania and West Virginia for about US$1.7 billion.
Houston partners Marcia Backus and Doug Bland headed
a Vinson & Elkins team advising Reliance Marcellus, an
affliate of the Indian company. Anand Pathak of P&A Law
Offces advised Reliance on Indian law. Jeffrey Schlegel,
a Houston partner with Jones Day; David Lam and Adam
Emmerich, New York partners at Wachtell Lipton Rosen &
Katz; and Philadelphia-based Ledgewood member Lisa
Ernst led those frms representation of Atlas Energy and
Atlas Energy Resources.
6
Diligentas acquisition of Unisys UK
life and pensions business
US$386 million Berwin Leighton Paisner
Khaitan & Co
Morrison & Foerster
Travers Smith
Diligenta, a London-based subsidiary of Tata Consultancy
Services, acquired the UK life and pensions business of
Unisys Insurance Service in a deal worth 250 million
(US$386 million). Mark Lewis, a London-based partner at
Berwin Leighton Paisner headed the team advising Tata
Consultancy Services and Diligenta. Berwins outsourc-
ing and corporate teams really understand the drivers of
our business, says Martin Manning, the commercial and
legal director for Britain and Ireland at Tata Consultancy
Services. Khaitan & Co advised Tata Consultancy Services
domestically. Ann Bevitt and David Skinner of Morrison &
Foerster in London advised former Unisys client Phoenix
Group Holdings on the outsourcing of its life and pension
payment services to Diligenta, while Travers Smith, led by
Richard Spedding in London, advised Unisys Corporation
and Unisys UK.
7
Shree Renukas purchase of
Grupo Equipav Acar e lcool
US$329 million Crawford Bayley & Co
TozziniFreire Advogados
Veirano Advogados
A landmark cross-border investment emerged in the
unlikeliest of places. Shree Renuka Sugars, based in
Belgaum in the harsh, dry landscape of northern Karnataka,
paid about US$329 million to acquire Grupo Equipav
Acar e lcool, a sugar and ethanol producer with its
roots in the lush, tropical wilderness of Brazils Cear state.
It is the largest Indian investment in Brazil and will break
new ground in agribusiness between Brazil and India,
says Pedro Aguiar de Freitas, a senior partner at Veirano
Advogados in its Rio de Janeiro and So Paulo offces,
who led a team advising Shree Renuka Sugars. Sanjay
Asher, a partner at Crawford Bayley & Co, advised Shree
Renuka in India, while So Paulo-based TozziniFreire
Advogados partner Darcy Teixeira Junior headed a team
advising Equipav.
8
Bharti Airtels purchase of a 70% stake
in Warid Telecom
Clifford Chance
Bharti Airtel fgures in yet another telecommunications
deal with its purchase of a 70% stake in Warid Telecom,
the fourth-largest mobile company in Bangladesh, from
the Abu Dhabi Group for about US$300 million. With it,
Bharti Airtel became the frst Indian operator to enter the
Bangladesh mobile market. AZB & Partners advised Bharti
Airtel in the acquisition, which was made through the
issue of fresh shares in Warid and through the purchase of
existing shares held by Warid Telecom International. AZB
partner Gautam Saha led the frms advisory team from
Delhi. John Graham, a partner in the Abu Dhabi offce of
Clifford Chance, led a team advising Abu Dhabi Group, an
investment company based in the United Arab Emirates,
and Warid Telecom.
9
Glodynes acquisition of DecisionOne
US$104 million Blank Rome
J Sagar Associates
Kirkland & Ellis
Rajani Associates
Kirkland & Ellis and Rajani Associates acted as interna-
tional and Indian advisers respectively to Mumbai-based
technology management services company Glodyne
Technoserve in its leveraged buyout (LBO) of DecisionOne,
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 feld of outsourced tech-
nology management services. This was the frst major LBO
of an American company by an Indian company which used
a signifcant amount of Indian debt, says Abrar Hussain, a
corporate partner in San Francisco who led the Kirkland &
Ellis team. ICICI Bank provided US$80 million of leverage.
One major challenge was to marry the foreign laws with
VEIRANO ADVOGADOS
Rio de Janeiro
So Paulo
Porto Alegre
Braslia
Ribeiro Preto
www.veirano.com.br institucional@veirano.com.br
Providing a broad range of specialized Business Law
and Corporate Consulting services for 38 years.
Partnering for development is our business.
Our Infrastructure and Natural Resources practice areas have been
supporting clients in the implementation of major projects in Brazil in
the following sectors:
Biofuels & Ethanol Energy Shipping Industry Mining
Oil & Gas Transportation & Logistics Systems
VeiranoAdvogados
ter a-feira,4dejaneirode201114:57:55
Cover story
Deals of the Year
the Indian regulations, says Alok Sonker, an associate at
Rajani Associates in Mumbai.
Partners Gary Goldenberg and Linsey Bozzelli of Blank
Rome advised DecisionOne internationally. J Sagar
Associates in Mumbai advised the company on Indian law.
10
Mahindra & Mahindras tractor joint venture
US$40 million King & Wood
In a foretaste of what may be many deals to come between
Chinese and Indian corporate entities, Mahindra & Mahindra
fnalized a joint venture with state-owned Yueda (Yancheng)
Tractor Co, based in Jiangsu province. The joint venture,
known as Mahindra Yueda Yancheng Tractor Co, will be
injected with US$40 million under a deal concluded in
December 2009 to create a research and development facil-
ity and a manufacturing plant for engines. King & Wood, led
by partner Mark Schaub, advised Mahindra & Mahindra.
Yueda Group employed its own in-house legal team.
Banking & fnance Deals of the Year
1
Macquarie/State Bank of India/IFC
infrastructure fund
US$2 billion Allen & Gledhill
Amarchand Mangaldas
J Sagar Associates
Mallesons Stephen Jaques
Australias Macquarie Capital, the State Bank of India
( SBI ) and the International Finance Corporation ( IFC)
entered into an offshore joint venture based in Singapore
and a domestic joint venture based in India to establish
and manage an international offshore fund and an Indian
domestic fund to invest in infrastructure in India. The
deal brought about the successful launch of one of the
worlds 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 fnal 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.
2
State Bank of Indias bond issues
US$1.99 billion
(US$1 billion and
750 million)
Allen & Overy
The State Bank of India (SBI), the countrys largest public-
sector bank, successfully issued separate bonds in the
international capital markets worth US$1 billion and 750
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
to Regulation S to investors in Europe and Asia. This is a
signature deal, despite market turbulence and volatility, SBI
chairman OP Bhatt said of the US dollar bond. We believe
the success of this transaction will also allow Indian issuers
to more easily access the US markets. The euro offering,
meanwhile, was the largest Regulation S bond by an Indian
entity and one of the biggest euro-denominated issues by
an Asian fnancial institution. Allen & Overy, led by Andrew
Harrow in Hong Kong, advised SBI.
3
HSBCs acquisition of RBS India
US$1.8 billion Bharucha & Partners
Linklaters
Norton Rose
HSBC acquired the retail and commercial banking
business in India of the Royal Bank of Scotland (RBS).
The acquisition, which is subject to various conditions
This was the frst major LBO of
an American company by an
Indian company
Abrar Hussain
Corporate Partner
Kirkland & Ellis
Cover story
Deals of the Year
including regulatory approvals, involves portfolios with
a gross asset value of US$1.8 billion. Bank acquisi-
tion transactions in India are inherently complex given
that the Indian banking sector is heavily regulated,
notes Jay Parikh, a seni or associ ate i n Mumbai at
Bharucha & Partners, which advised HSBC on Indian
law aspects. Striking a balance between banking laws
and regulations and the clients desire to cherry-pick a
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
Crosby. Linklaters, led by partner Matthew Middleditch
in London, acted for RBS internationally, while Talwar
Thakore & Associates partners Feroz Dubash, Suresh
Talwar and Shobhan Thakore provided Indian law advice
to RBS. The in-house counsel team at HSBC was led by
Marjory Miller and Jasmine Batliwalla. Rushad Abadan,
Emma Rees and Michael Loughney headed the internal
legal unit at RBS.
4
ICICI Banks notes offering
US$1 billion Davis Polk & Wardwell
Latham & Watkins
Davis Polk & Wardwell advised ICICI Bank in connec-
tion with the issuance of US$1 billion in 5.75% notes due
2020. This is the frst senior US dollar deal with a 10-year
maturity to be issued by an Indian bank. Latham & Watkins
advised the underwriters: Barclays Bank, Citigroup Global
Markets and Deutsche Bank. Partners Rajiv Gupta,
Michael Sturrock and Ng Min Yee in Singapore and Jiyeon
Lee-Lim in New York advised on the deal.
5
Standard Chartereds listing of
Indian depository receipts
Linklaters
Slaughter and May
Standard Chartered Bank became the frst multinational
bank to list in India with its public issue and listing of Indian
depository receipts (IDRs) representing underlying new ordi-
nary shares. The bank raised about US$530 million by selling
240 million IDRs at a price of `104 each. The IDRs have been
The winning banking & fnance deals
Macquarie/State Bank of India/IFC
infrastructure fund
US$2 billion Allen & Gledhill
Amarchand Mangaldas
J Sagar Associates
Mallesons Stephen Jaques
State Bank of Indias bond issues US$1.99 billion Allen & Overy
HSBCs acquisition of RBS India US$1.8 billion Bharucha & Partners
Linklaters
Norton Rose
ICICI Banks notes offering US$1 billion Davis Polk & Wardwell
Latham & Watkins
Standard Chartereds listing of
Indian depository receipts
Linklaters
Slaughter and May
Cover story
Deals of the Year
listed on the Bombay Stock Exchange and National Stock
Exchange of India. Slaughter and May advised Standard
Chartered as international counsel. Partners Nilufer von
Bismarck in London and Laurence Rudge in Hong Kong
led the frms team. We worked closely with Amarchand
Mangaldas to establish the regulatory framework in India for
an offering of IDRs, says Bismarck. Amarchand Mangaldas
acted for the bank on Indian law. This was the frst IDR
issue since the notification of the Companies (Issue of
Indian Depository Receipts) Rules, 2004, by the Ministry
of Corporate Affairs, says Amarchand partner Prashant
Gupta. Further, this was the frst issue undertaken under
the reduced timelines of 12 working days notified by the
Securities and Exchange Board of India on 22 April 2010.
Linklaters, headed by India group head Sandeep Katwala,
and Talwar Thakore & Associates, led by partners Shobhan
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
global banks which investors would like to bet on and, hence,
justifes its premium over its peers, says Abhijit Majumder, an
analyst with the Prabhudas Lilladher brokerage in Mumbai.
Private equity Deals of the Year
1
The Sultanate of Omans private equity fund
Trilegal
Given the economic meltdown in Dubai, it is unsurpris-
ing that India has turned to other Gulf states for investors.
In a possible sign of future development, the state-owned
State General Reserve Fund of the Sultanate of Oman has
launched a private equity fund in India as a joint venture
with the State Bank of India (SBI). Nishant Parikh of Trilegal
in Mumbai advised the State General Reserve Fund of the
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.
2
Quadrangles investment in
Tower Vision India
US$300 million Appleby
Desai & Diwanji
Richards Butler
Tatva Legal
Tower Vision India, a Gurgaon-based independent
cellular telephone tower management company, raised
US$300 million from a consortium of international private-
equity investors led by Quadrangle Capital Partners.
Tatva Legal, led by partner Avinash Mody, advised Tower
Vision India on due diligence and other Indian matters.
Richards Butler advised Tower Vision Mauritius, of which
Tower Vision India is a subsidiary, on the international
aspects of the deal. The Port Louis offce of Appleby also
advised on offshore matters. With this deal, New York-
headquartered Quadrangle makes its debut in India. Davis
Polk & Wardwell advised Quadrangle, with Hong Kong
partner Mark Lehmkuhler and of-counsel Margaret Ayres
in Washington leading the frms teams. Desai & Diwanji
partners Apurva Diwanji in Mumbai and Amit Khansaheb
in Delhi provided Indian advice.
3
Macquarie SBIs investment in
Viom Networks
AZB & Partners
Desai & Diwanji
Telecom tower fever continued with Macquarie SBI
Infrastructure Funds purchase of an 11% stake in Viom
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-
ture between Australias Macquarie Capital and the State
Bank of India. In 2009, Quippo Telecom Infrastructure
and Tata Teleservices merged their passive infrastructure
business to form Viom Networks. Desai & Diwanji advised
Quippo Telecom Infrastructure while AZB & Partners, led
by Mumbai-based partner Vaishali Sharma, acted for Tata
Teleservices.
4
Kohlberg Kravis Roberts investment
in Coffee Day
Desai & Diwanji
Simpson Thacher & Bartlett
Tatva Legal
Kohlberg Kravis Roberts led a consortium of private
equity firms, including New Silk Route and Standard
Chartered Private Equity, to invest about US$200 million in
Coffee Day Resorts, which owns the Caf Coffee Day chain
MILBANK, TWEED, HADLEY & MCCLOY LLP
For more information on Milbank and its practices, visit
www.milbank.com
Beijing | Frankfurt | Hong Kong | London | Los Angeles | Munich | New York | So Paulo | Singapore | Tokyo | Washington, DC
What others have to say about Milbank:
When you absolutely need a fnancing 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 frst 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

Attorney Advertising. Prior results do not guarantee a similar outcome.
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 fnancings ever undertaken.
Leaders in cross-border transactions
Cover story
Deals of the Year
as well as resorts and business parks. Simpson Thacher
& Bartlett advised Kohlberg Kravis Roberts internationally.
For Indian law matters, Darshika Kothari, a partner with
AZB & Partners, advised the private equity investment
vehicle, KKR Mauritius PE Investments II. Desai & Diwanji
advised Standard Chartered and NK Dilip of Tatva Legal
advised Coffee Day Resorts.
5
TAs investment in Micromax
Goodwin Procter
IndusLaw
Lexygen
US private equity major TA Associates increased its
India holdings by purchasing a minority stake in telephone
handset maker Micromax Informatics for about US$45
million with a view to the company exporting its low-cost
products into Africa and Latin America. Indian counsel
Lexygen led by founding partner Vijay Sambamurthi
provided advice to TA Associates on diligence, structuring,
negotiations and documentation. Goodwin Procter served
as international counsel. IndusLaw, headed by Gaurav
Dani, advised Micromax domestically. TA later brought
in two more private equity investors Sequoia Capital
and Sandstone Capital, as investors into Micromax.
Amarchand Mangaldas represented the newcomers.
Real estate Deals of the Year
1
DB Realtys IPO
Jones Day
Luthra & Luthra
DB Realty, a real estate development company that spe-
cializes in commercial, residential and retail developments
The winning private equity deals
The Sultanate of Omans private equity fund US$1.5 billion Amarchand Mangaldas
Trilegal
Quadrangles investment in Tower Vision
India
US$300 million Appleby
Desai & Diwanji
Richards Butler
Tatva Legal
Macquarie SBIs investment in Viom
Networks
AZB & Partners
Desai & Diwanji
Kohlberg Kravis Roberts investment in
Coffee Day
Desai & Diwanji
Simpson Thacher & Bartlett
Tatva Legal
TAs investment in Micromax US$45 million Amarchand Mangaldas
Goodwin Procter
IndusLaw
Lexygen
MILBANK, TWEED, HADLEY & MCCLOY LLP
For more information on Milbank and its practices, visit
www.milbank.com
Beijing | Frankfurt | Hong Kong | London | Los Angeles | Munich | New York | So Paulo | Singapore | Tokyo | Washington, DC
What others have to say about Milbank:
When you absolutely need a fnancing 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 frst 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

Attorney Advertising. Prior results do not guarantee a similar outcome.
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 fnancings ever undertaken.
Leaders in cross-border transactions
Cover story
Deals of the Year
in and around Mumbai, went public, selling `15 billion
(US$330 million) of equity shares in an IPO and con-
current Rule 144A and Regulation S offering. Partner
Madhurima Mukherjee of Luthra & Luthra led a team
advising DB Realty and acting as domestic legal coun-
sel to underwriters DB Corporation, Enam Securities,
Citigroup Global Markets India and Kotak Mahindra
Capital Co. Jones Day, led by Singapore partners Manoj
Bhargava and Jeffrey Maddox, acted as international
legal counsel to the lead managers, Enam Securities
and Kotak Mahindra Capital, while AZB & Partners
advised the selling shareholder, Cliffrose Investment.
The issue was one of the frst few transactions wherein
Securities and Exchange Board of India gave clarity on
the protection rights of a private equity investor post
listing of the equity shares of the issuer company, says
Mukherjee.
2
Fortis purchase of 10 hospitals
Vaish Associates
For ti s Heal thcare acqui red 10 hospi tal s fi ve i n
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
and goodwill. There was a total synchronized system
in place in terms of all protocols for transfer so that the
business, values, properties and intellectual property
was transmitted over to Fortis with full value intact, says
Debolina Partap, associate vice-president and head of
legal at Wockhardt India. The legal teams ensured the
smooth process for this.
Vaish Associates Mumbai partner Bomi Daruwala
led the team for Fortis Healthcare, while Amarchand
Mangaldas Mumbai managing partner Cyril Shroff and
corporate partner Nivedita Rao led the legal team for
Wockhardt Hospitals.
The winning real estate deals
DB Realtys 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
The legal teams ensured the
smooth process for this
Debolina Partap
Associate Vice-President
& Head of Legal
Wockhardt India
Cover story
Deals of the Year
3
Borosil Glass Works sale
US$178 million Kanga & Co
Khaitan & Co
The former Borosil Glass Works site in Marol, Andheri
(East) a plot measuring more than 7.4 hectares was
one of the most sought-after industrial land tracts in met-
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
Pradip (Pinto) Khaitan and Haigreve Khaitan and partner
Sudip Mullick advised Borosil on transaction documents
for the sale and transfer of the property. Kanga & Co part-
ners ML Bhakta and Dhaval Vussonji advised Neepa Real
Estate.
4
Ackruti City slum redevelopments
DSK Legal
White & Case
Ackruti City Ltd sought up to US$109 million in fnancing
for foreign-direct-investment-compliant slum redevelop-
ment projects in India by the issue of an unusual mix of
offshore fixed fully convertible unsecured debentures,
onshore secured optionally convertible debentures and
an onshore loan. Kate Allchurch and William Kirschner in
Singapore led a White & Case team that advised Deutsche
Bank on the fnancing and also represented DB Trustees
(Hong Kong) as trustee in the transaction. Amarchand
Mangaldas represented the bank domestically, while DSK
Legal advised Ackruti City on Indian law.
5
Shiv Nadar University development
Undisclosed Koura & Co
Shiv Nadar, the founder of Indias HCL Group, sought to
acquire 112 hectares of land near Noida in Uttar Pradesh
for the establishment of Shiv Nadar University. The
university is part of Nadars philanthropic programme.
Delhi-based law frm Koura & Co was instructed to draw
up a constitution for the university, obtain the required
regulatory accreditations and approvals and draft a State
University Act to be passed to establish the university. The
frm was also required to obtain land on which to build the
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
in Delhi. In one of these projects wherein the acquisition
of 112 hectares of land was at stake, we have had to han-
dle substantial litigation which we were able to speedily
and successfully resolve through the judicial system.
Infrastructure Deals the Year
1
GMRs sale of its InterGen stake
to China Huaneng
US$1.23 billion
De Brauw Blackstone
Westbroek
Houthoff Buruma
Skadden Arps Slate
Meagher & Flom
White & Case
Indias GMR Infrastructure entered into a definitive
agreement for the sale of its 50% stake in the global power
generation company InterGen for US$1.23 billion to an
affliate of state-owned China Huaneng Group, Chinas
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
partners Jon Christianson and Gregory Miao and New York
of counsel Edmund Duffy, were the principal international
legal advisers to China Huaneng Group. Alexander Kaarls
of Houthoff Buruma advised on Dutch law, which applied
to certain aspects of the multi-jurisdictional transaction.
A White & Case team led by New York partner Nandan
Nelivigi acted as lead international counsel to GMR,
while Ton Schutte led a De Brauw Blackstone Westbroek
team advising GMR on Dutch law. InterGen owns power
plants in Australia, Britain, Mexico, the Netherlands and
the Philippines with more than 8,000 megawatts of gross
operational capacity.
2
L&Ts new shipyard in Tamil Nadu
US$750 million India Law Services
L&T Shipbuilding, the marine arm of Indian construction
and engineering conglomerate Larsen & Toubro, will boost
its capacity by constructing a shipyard for the manufac-
ture of defence and commercial vessels near Ennore in
Tamil Nadu. The shipbuilder arranged the fnancing of the
landmark US$750 million project for a lender (the details of
which are confdential). The operation and construction
Cover story
Deals of the Year
period run simultaneously, requiring inclusion of special
fnancial provisions for safeguarding the lenders inter-
ests, says AG Karkhanis a Mumbai-based partner with
India Law Services, which served as the lenders legal
counsel. L&T Shipbuilding was represented by its in-house
lawyers.
3
Private equity investment in Asian Genco
US$425 million Allen & Gledhill
Appleby
Boies Schiller & Flexner
General Law Partners
J Sagar Associates
Lexygen
Paul Weiss
Shearman & Sterling
WongPartnership
A private equity consortium comprising Morgan Stanley
Infrastructure, Norwest Venture Partners, General Atlantic,
Goldman Sachs Investment Management, and Everstone
Capital invested US$425 million in Asian Genco, an
infrastructure company which has investments in Indian
power generation assets and engineering services busi-
nesses. The deal was signifcant in that it was the largest
private equity transaction to take place in the power sec-
tor in India. This is also one of the largest private equity
transactions in the Indian market in almost two years, says
Madhumita Sangma, an associate with Lexygen. Lexygen,
led by founding partner Vijay Sambamurthi, advised con-
sortium leader Morgan Stanley Infrastructure as Indian
counsel on structuring, negotiations and documentation,
while J Sagar Associates acted as Indian counsel on legal
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
Carey Olsen
TLT Solicitors
Bank of Baroda led a syndicate of lenders in connec-
tion with a US$110 million loan to oil and gas explora-
tion and development company Indus Gas. UK-based
TLT Solicitors, led by banking partner Richard McBride,
advised the syndicate on the loan, which will provide fund-
ing to develop Indus Gas discovery of a natural gas feld
in Rajasthan. TLT instructed Amit Kumar and Sunando
Mukherjee of Amarchand Mangaldas in Delhi and Graham
Hall and Vicky La of Carey Olsen in Guernsey. The bor-
rower did not instruct external lawyers and was repre-
sented by internal adviser Vikas Agarwal.
5
Karnataka State Highways BOT annuity
To be announced Singhania & Partners
The Karnataka State Highways Implementation Project,
which upgrades highways in the southern state with
World Bank funding, has settled on a novel structure for
future projects. The state government entity worked with
Singhania & Partners to develop Indias frst build-operate-
transfer (BOT) annuity documentation. The project covers
the development of bidding documents for the grant of
The operation and construction
period run simultaneously,
requiring inclusion of special
fnancial provisions for
safeguarding the lenders
interests
AG Karkhanis
Partner
India Law Services
Cover story
Deals of the Year
concessions on design-build-fnance-operate-maintain-
transfer bases using an annuity model based on World
Bank procurement guidelines.
Intellectual property Deals of the Year
1
UCB Farchim SA v Cipla Limited & others
Not applicable Remfry & Sagar
Singh & Singh
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
been refused following a pre-grant opposition. Prior to
this decision, the practice had been to agitate the order
in a pre-grant opposition in a high court by fling writ
petitions.
This decision authoritatively held for the frst time that
the order of the Patent Controller in a pre-grant opposi-
tion refusing the application (thereby accepting the oppo-
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-
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-
eral court in a writ petition, says Ashwin Julka, a partner
at Remfry & Sagar in Gurgaon, which represented UCB
Farchim. Pratibha Singh of Singh & Singh advised Cipla
and the other parties.
2
Music Broadcasting v
Phonographic Performance
Not applicable Anand and Anand
Luthra & Luthra
The winning infrastructure deals
GMRs sale of its InterGen stake
to China Huaneng
US$1.23 billion De Brauw Blackstone Westbroek
Houthoff Buruma
Skadden Arps Slate Meagher & Flom
White & Case
L&Ts 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
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
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: gpo@lls.in
W: www.lls.in
AdvocAtES PAtENt ANd trAdEmArk AttorNEyS (INdIA)
EStABLISHEd:1983
Cover story
Deals of the Year
The l ong li cence-fee tussl e between radi o chan-
nel s and Phonographi c Per formance ended wi th a
recent verdi ct by the Copyri ght Board. Thi s li ti ga-
ti on was i nsti tuted al most a decade ago by Musi c
Broadcasting, which includes several radio channels,
against Phonographic Performance. The radio channels
had challenged the royalties demanded arguing they
were unreasonable and exorbitant. The Copyright Board
gave a well reasoned order keeping the interests of both
parties in perspective by fxing the royalty rate as 2% of
net advertising revenue.
This order is a welcome relief for radio channels
since music is an essential content for radio stations
and current statutory restrictions limit content that can
be aired by private stations considerably, says Pravin
Anand, managing partner of Anand and Anand, who
represented Music Broadcasting. Luthra & Luthra rep-
resented Phonographic Performance. More widely, this
arrangement fxed by the Copyright Board will also act
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
Qualcomms patent bundling
Not applicable Nishith Desai Associates
Qualcomm, a US-based wireless telecommunications
research and development company, sought to submit
a statement of the working of a patent in India for 500-
plus patents in compliance with the provisions of the
Patents Act, 1970. Until this case, the provisions of the
Indian Patents Act related to the disclosure of the work-
ing of patents only on an individual basis. Nishith Desai
Associates provided an innovative solution which was
accepted by the patent authorities in which the client did
not have to submit individual patent data. The informa-
tion relating to the bundle of patents was accepted as a
whole, says partner Gowree Gokhale, who heads the IP
practice at Nishith Desai Associates. We also registered
two of their patent licensees with the patent offces for
the same number of patents.
The most signifcant intellectual property disputes
Dispute Value Principal law frms
UCB Farchim SA v
Cipla Limited & others
Not applicable Remfry & Sagar
Singh & Singh
Music Broadcasting v
Phonographic Performance
Luthra & Luthra
Qualcomms patent bundling Not applicable Nishith Desai Associates
Toyotas IP action against
Prius Auto Industries
RAD & Partners
Singh & Singh
Heinzs trademark dispute with
Stokely-Van Camp
Not applicable Lall Lahiri & Salhotra
Singh & Singh
The principal law frms that worked on each dispute are listed alphabetically.
This order is a welcome relief
for radio channels
Pravin Anand
Managing Partner
Anand and Anand
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: gpo@lls.in
W: www.lls.in
AdvocAtES PAtENt ANd trAdEmArk AttorNEyS (INdIA)
EStABLISHEd:1983
Untitled-3 1 12/3/2010 7:09:16 PM
Cover story
Deals of the Year
4
Toyotas IP action against
Prius Auto Industries
RAD & Partners
Singh & Singh
Delhi High Court passed an unusual order in the infringe-
ment and passing-off action brought by the Japanese
carmaker Toyota against Prius Auto Industries, a Delhi-
based manufacturer of automotive parts, to protect its
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
had appealed against the order setting aside the ex parte
injunction. The appellate bench took cognizance of the
infringing use of Toyotas marks by the respondents and
directed them to alter the existing product packaging,
catalogue and advertisements. The respondents were
directed to write the sentence vehicle and marks used
for item identifcation only in a conspicuous and a con-
sistent font as has been used for the other descriptive
matter on their product packaging. The respondents were
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 &
Partners initially represented Prius Auto Industries but was
later replaced by Singh & Singh.
5
Heinzs trademark dispute with
Stokely-Van Camp
Not applicable Lall Lahiri & Salhotra
Singh & Singh
Stokely-Van Camp, an affliate of PepsiCo, registered
the expression Rehydrate, Replenish, Refuel as a
trademark in India in 2006 which it claimed it had been
using in conjunction with its isotonic drink Gatorade
worldwide. There was no evidence of use of the expres-
sion in India. In February, Heinz introduced an isotonic
drink under the trademark Glucon-D. The packaging
stated that the drink Rehydrates fuids, Replenishes vital
salts, and Recharges glucose. Stokely then sued Heinz
Cover story
Deals of the Year
for trademark infringement before Delhi High Court.
However, Justice Rajiv Shakdher came to the conclu-
sion that the expression registered by Stokely is highly
descriptive of isotonic drinks and therefore not a valid
trademark. Stokely appealed to the division bench, which
upheld the decision of the single judge. The appeal was
accordingly dismissed.
Maninder Singh and Pratibha M Singh of Singh & Singh
represented Stokely, while Anuradha Salhotra of Lall
Lahiri & Salhotra advised Heinz.

Disputes of the Year
1
Venture Global Engineering v Satyam
Not applicable Lawyers Knit & Co
Tuli & Co
Rajat Taimni, the managing partner of the Mumbai offce
of Tuli & Co, represented the plaintiff, Venture Global
Engineering (VGE), in a successful Supreme Court case in
which the court ruled that the deliberate concealment of
material facts, which ought to have been disclosed before
an arbitrator in an arbitration hearing, amounted to an act
of fraud. VGE was able to amend its challenge to an award,
so as to incorporate subsequent developments such as
the fraud at Satyam. Tuli & Co instructed senior advocate
KK Venugopal, while Satyams counsel, Bina Madahavan
of Hyderabad-based Lawyers Knit & Co, instructed senior
advocate Harish Salve.
2
Ferani Hotels dispute with Nusli Wadia
Not applicable Bharucha & Co
Doijode Associates
Pepper Hamilton
In December, Bombay High Court upheld industrialist
Nusli Wadias role as the administrator of 240 hectares of real
estate in the Mumbai suburb of Malad, which includes prime
retail properties.
Justice Roshan Dalvi dismissed a petition fled by Ferani
Hotels, a company controlled by the Gopal Raheja group,
seeking revocation and annulment of the order dated 30
November 2003 that authorized Wadia to continue to act as
in black and white
Legal advice
Tuli & Co is an insurance driven commercial litigation practice
and has working associations with firms in other Indian cities.
Tuli & Cos approach is straightforward and informal.
It provides clients with direct, uncomplicated, clear advice
and recommendations, delivered in plain English.
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
ESTABLISHED 2000
NEW DELHI MUMBAI
www.tuli.biz
NEW DELHI
Neeraj Tuli Senior Partner
148 Golf Links,
New Delhi 110 003
T: +91 11 2464 0906
F: +91 11 2464 0904
MUMBAI
Rajat Taimni Partner
513 Bonanza, Sahar Plaza Complex,
MV Road, Andheri (E), Mumbai 400 059
T: +91 22 6725 5421
F: +91 22 6725 5422
For further information, please contact:
International Law Office 2010

Asia Pacific Legal 500
Tuli & Co, winner of the ILO Client Choice Awards 2010 for
Insurance & Reinsurance India.
Tuli & Co, the Number One law firm for Insurance in New Delhi
and Mumbai in 2008/09, 2009/10 and 2010/11.
Cover story
Deals of the Year
The most signifcant disputes
Dispute Value Principal law frms/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 Trusts case against India
Infoline
Not applicable Khaitan & Co
DBS Bank v Wockhardt Not applicable Juris Corp
Majmudar & Co
Singhi & Co
Vimadalal & Co
Court of Arbitration for Sports debut at the
Commonwealth Games
Not applicable Foleys List
FoxMandal Little
George Davies
Nicholl Paskell-Mede
Wertheim Becker
The principal law frms that worked on each dispute are listed alphabetically.
administrator of the estate of Eduljee Framroze Dinshaw.
Ferani claimed that Wadias role as administrator ended
with the death of Bachoobai Woronzow Dashkow, the sole
survivor and sister of Eduljee Framroze Dinshaw, who origi-
nally owned the land. Dalvi concluded that Ferani has failed
to show any misconduct in administration on the part of
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
Subramanyam and Zubin Behramkamdin of Bharucha
& Partners instructed senior advocate Abhishek Singhvi.
James Rosener and Edward Watters of Pepper Hamilton
acted as US counsel.
3
GHCL ESOP Trusts case against
India Infoline
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
its board of directors. Khaitan & Co, led by Ajay Bhargava
in Delhi, filed quashing petitions, which were allowed by
Delhi High Court. The trust had sought to buy shares back
from India Infoline. However, on receipt of a cheque from
the trust, India Infoline had instead sold the trusts shares to
third parties, claiming it could do so because it was owed
A very important legal issue
relating to the concept of
vicarious liability
Rabindra Jhunjhunwala
Partner
Khaitan & Co
Cover story
Deals of the Year
past dues from other companies within the GHCL group. A
very important legal issue relating to the concept of vicarious
liability of a board of directors under the provisions of the
Indian Penal Code, 1860, was involved in this matter, says
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
Supreme Court.
4
DBS Bank v Wockhardt
Not applicable Juris Corp
Majmudar & Co
Singhi & Co
Vimadalal & Co
A Juris Corp team, led by partner H Jayesh, advised
Singapore-based DBS Bank in relation to its claim
against Wockhardt, an Indian pharmaceuticals major, in
relation to unpaid loans made by DBS and two domes-
tic Indian banks totalling US$18.275 million and Rs400
million.
Juris Corp approached Bombay High Court with a
winding-up action against Wockhardt. The court would
have tested a corporate debt restructuring scheme
formulated by the Reserve Bank of India for the frst
time. However, the parties reached an out-of-court
settlement, fnalized in January 2010. Wockhardt was
advised by Majmudar & Co. Vimadalal & Co represented
Kotak Mahindra Bank, while Singhi & Co advised ICICI
Bank.
5
Court of Arbitration for Sports debut
at the Commonwealth Games
Not applicable Foleys List
FoxMandal Little
George Davies
Nicholl Paskell-Mede
Wertheim Becker
The Court of Arbitration for Sports made its Indian debut
at the Commonwealth Games in Delhi and turned over an
eligibility hearing within 24 hours. Arbitrators Henry Jolson,
a queens counsel with the Foleys List group of barristers
in Melbourne, Graeme Mew of Nicholl Paskell-Mede
in Montreal, Mark Hovell of George Davies in London,
Monty Hacker of Wertheim Becker in Johannesburg and
Sangeeta Mandal of FoxMandal Little in Delhi formed a
panel, heard the case and issued a fnding within a day.
The case concerned a Norfolk Island lawn bowler who
was deemed ineligible to compete at the games.
g

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Cover story

India Business Law Journal 23

International Law Office 2010

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