One of the most experienced General Counsels in India, P.M. Devaiah currently advises Future Capital, the financial services arm of the Future Group. Having been an in-house counsel throughout his career, he is in the unique position of having seen the sector evolve from its early obscurity into the important position it commands today. Mr. Devaiah, in a tête-à-tête with Bar & Bench recounts the roles and responsibilities of a General Counsel, and his experience as one.

Bar & Bench: You have been working as an in-house counsel for over eighteen years. What made you decide to take up law, and be in-house especially at a time when the term GC wasn't even a part of the Indian legal vocabulary?

PMD: Honestly, I did not create an advance blue print to be a lawyer.  It was rather an unexpected event that played out well as it unfolded. As a youngster I dreamt of being a soldier but as destiny would have it, I ended up being a corporate lawyer. Cultivated an interested in jurisprudence after my law degree and thereafter I pursued my masters by choice which got me my first job with a large business house in Bombay. I never intended to be an advocate practicing at courts of law- I found an in-house corporate assignment more appealing and I have 20 years behind me as such now...

B&B: Tell us a little bit about your journey from your first job with the Tatas to your current role as the GC at the Future Group?

PMD: I started off at a time when the concept of an in-house counsel was at its formative stages. Except for a few large business houses, a law officer, let alone a GC, was considered a redundant fifth wheel on a carriage! I had a tough task making a mark in an environ like this. The widespread belief was that these business houses had their external 'advocates' and they took care of their legal requirements. However, I was fortunate to have been part of a great organization like the Tatas as a trainee contracts officer.

I believe firmly that my well-timed moves gave me the courage to face new challenges without getting hooked to the complacency of longevity and comforts of familiarity of a given place. As a GC, I guess it always helps to have a broad spectrum of exposure in varied fields of law. I think from that perspective I planned my career as in-house legal resource quite efficiently.  Meeting and working for great managers at BPL and at ICICI Venture was an experience in itself.  My assignment with the Carlyle Group was yet another important milestone in my career.   Today, when I look back, nothing can be more gratifying than the gamut of assignments I have been exposed to and the kind of very smart professionals I got to associate with in the course of my career.

B&B: How has the position of an in-house counsel as a whole changed from your initial experience onwards?

PMD: I think the major shift happened post-1995 when the liberalization actually took off with telecom, power and information technology sectors opening up. With a lot of American joint ventures and business houses being established in India the concept of an 'in-house' counsel gained credence. Today, it is an integral and inevitable part of any organization- big or small- with some large business houses boasting of large in-house legal teams. At Future, for example, I have a team of about fifteen lawyers. Typically, practice groups like compliance, legal structuring and planning and transaction advisory form the expectations and part of the deliverables for these teams. Today with myriad legal and complex compliance requirements the need for dedicated in-house counsels cannot be undermined.  

From a situation where internal advice was always subject to second guessing, internal advisory teams have today become a force to reckon with. Today legal function is part of the DNA of any organization and it is there to stay irrevocably.

B&B: As a GC, what is the range of expertise required from you? What is your role in the legal functions of the company?

PMD: Law, as you know, is endless and vast. There is a law for everything today.  Practicing lawyers, for example, will typically specialize in an identified area of law and restrict their area of practice to the area of specialization. With specialization and super-specialization being the order and need of the day, both clients and counsels have mutually benefited from it. But as a GC, I guess one has to be a jack of all trades. Specialization is only an added benefit.  The GC should ideally be a 24/7 internal help centre for all legal issues that a business house faces at any given point of time. The advice may ultimately emerge internally or may be quickly and efficiently sourced with ease from an appropriate external point. Quick turn around is a virtue that is much appreciated.  

B&B: As regards external legal functions, does the Future Group outsource its legal work to law firms or individual practitioners?

PMD: It all depends on the nature of the assignment. My CEO Mr. Sameer Sain believes in internalizing and thereby nourishing an internal knowledge bank with a long-term perspective. Given our penchant for best practices at Future Group we are well laid out in terms of our team size and profile. This has actually set the tone for most of the captive work delivery.  Sometimes it is inevitable to source expertise from external points as well. Internalizing work is also a huge cost saving for the Company. Few requirements like property title diligence, statutory opinions etc have to be necessarily outsourced. At times positioning a large reputed law firm by your side may be part of a strategy or even a show of strength! 

B&B: In the event that the Indian legal sector opens up to foreign law firms, will it make a perceptible impact on your choice of external counsels?

PMD: May be, may not be!  Foreign laws firms have greater experience resulting from a historical learning curve. While we would stand to gain from that, there are other issues they may not be entirely aware of, such as billing competitiveness and the ability to handle typical local issues. Today we have a lot of small and very competent small law firms willing to provide very personalized services. Hence, choice of counsels will depend on the quality of the deliverables of each of these firms.

B&B: In terms of quality of work, do you think the Indian firms can face the competition from the international firms?

PMD: No, not if the Indian firms don't gear up for the competition. Though we have some of the best legal brains in India, I think the quality of professional services delivered by the foreign law firms are better laid out.  Even smaller foreign law firms with greater experience can give a stiff competition to the large law firms in India if they were to provide services at competitive rates. Leading law firms in India are not inexpensive anymore. I guess the results will have to be tested out once the playing field is wide open.  The question really then is would there be a level playing field when the game actually starts.

B&B: As the GC, how much of a role do you play in the non-legal corporate governance structure of the company?

PMD:  Not very extensive or intense, but yes, I am part of few committees. These committees meet for various business-related issues:  It could be the future strategy of the company, HR-related issues or general governance issues. It's not that I live in a legal shell- there are some out-bound responsibilities as well.

B&B: As an in-house counsel, what is the scope for upward mobility on the corporate ladder?

PMD: It's very common in the United States for a GC to aspire to be a CEO or to migrate into a business function.  I guess the reason for that is the typical upbringing and educational profile of a US or a European GC. I haven't seen that trend much here. In- house counsels in India more often continue as such with no course correction. Having said that, I think if one has the will and interest to aspire to be a CEO or a business manager, it should be achievable. Additional responsibilities such as being on a Board or a committee of the Board are not uncommon though.  

B&B: In the course of your career, you must have met and compared notes with GCs from other countries like the United States of America and the United Kingdom. Is there a difference in the way they operate, in terms of their roles and their work environment?

PMD: Most GCs from foreign companies with whom I have interacted are very competent, systematic and focused in their domain of work. I don't think they have the broad spectrum approach like we do, probably because they don't make frequent job changes as happens here. At least not like me! I have also seen a trend in these countries where movement happens in the same or related sector only.

B&B: What are your long-term personal plans and goals?

PMD: I don't believe in too much long-term planning but one fine morning I may completely switch off from what I have been doing so long, hang up my boots and introspect on my learning and experience. I may write, farm or even teach thereafter.

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