Ex-Infosys Legal Head, Nithya Nandan Radhakrishnan to set up independent venture, Brown Tree Consulting

Former Senior Vice-President and Legal Head of software giant Infosys, Nithya Nandan Radhakrishnan, recently left the IT major to start his own legal venture, Brown Tree Consulting. The new company has been formed along with Dynamatic Technologies in-house counsel, and Nithya Nandan’s sister-in-law, Sindhu M, who will join Nithya Nandan shortly..A graduate of the National Law School of India University, Bangalore (Class of ’98), Nithyanandan had spent eight years at Infosys before taking up General Counsel positions in different companies. He also enjoyed an eighteen-month stint on the Board of Studies at Christ University’s School of Law. .This is the second time in two years that the Legal Head of Infosys has moved to other ventures. In August 2012, the then Head of Legal, Samuel Mani left the company along with Mani Chengappa and Neil Mathur to set up their own law firm in Bangalore. .Bar & Bench spoke with Nithya Nandan on his initial years, the decision to set up a legal venture, and his thoughts on the changing role of General Counsels..Bar & Bench: Can you talk about your decision to leave Infosys and set up your own venture. Was this something you always wanted to do?.Nithya Nandan: I have spent over 15 years in the corporate sector and have been fortunate to have had very diverse experiences. I started off in the corporate finance team at Reliance and learnt the nuts and bolts of mega project financings. Then I had the opportunity to start a legal department ground-up at Infosys, and was part of several pioneering projects, including India’s first ADR listing on the NASDAQ, several leading corporate governance initiatives and follow-on secondary ADR offerings etc..In between I also ventured to set up a startup where I donned both legal and business roles and we built a business around a string of M&A deals, private equity and venture funding. Following that, I got licensed in California and took up a role at a tech product company which was a late stage venture funded entity and was preparing for its IPO. That stint included a betting-the-company IP lawsuit that we successfully defended and won. Following that I returned to Infosys in a compliance-focused role to oversee a critical compliance program that helped Infosys through a challenging phase with US regulators..This most recent assignment helped me closely work with leading boardroom luminaries in India and abroad. I felt that my experience would be valuable to start ups and established corporates alike. There is a market for my kind of profile and it is both rewarding and invigorating. So the plan to start my own consulting gig was a natural progression in my career path. .B&B: Can you tell us more about your new legal venture?.Nithya Nandan: This led to talking to other like-minded professionals. Luckily for me, my sister-in-law, Sindhu M is an accomplished lawyer and company secretary. Her experience at other public and private companies is a good complimentary fit to my experience. The idea behind Brown Tree Consulting is to help start ups, MNCs with new business outposts in India, Indian corporates who face compliance challenges in new markets all need a counsel who combines business experience and legal counseling skills..Many clients want a team that gets into the weeds and understand the business issues. Others want someone to act and do like your in-house counsel without the overhead of a General Counsel. So we hope to fulfill this niche need for impactful and tailored legal advice that we have done successfully in our in house roles earlier. .B&B: What will be the area of focus? What is your vision for this new venture?.Nithya Nandan: We want to focus on helping startups as their general counsel, take up specific compliance focused projects for clients who have an international play (both in India and elsewhere) and lastly focus on being independent counsels to boards of directors, especially the independent directors. The new Companies Act is ushering in US style corporate jurisprudence with a native flavor – this would mean whistleblower and vigilance programs, independent director duties carved out as a separate facet of board duties, specialized investigations, increased audit committee oversight on compliance programs and internal controls..All this makes the case for independent counsel to boards, so as to help and assist in-house counsel, company counsel even while catering to the independent board’s need for a view that’s independent..B&B: You have largely been an in-house counsel. How do you think the role of in-house counsel has evolved over the years?.Nithya Nandan: GC roles have evolved in the last two decades from being defender and fire fighter to preventive maintenance, risk caller and advisor alongside the business teams and have earned a seat at the decision table..B&B: What are the major challenges/changes you see in your new role?.Nithya Nandan: I see the challenges of establishing a business – cash flows, growth, hiring, quality of service being replicated beyond the founder team etc. In addition I will have to compete with established and new players. This is exciting and daunting at the same time. Hopefully we will settle down well.