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Not a post box: Disney counsel Naina Chhugani on dearth of media lawyers, getting the business, copyright amendments and theme parks

Chhugani: Business lawyer
Chhugani: Business lawyer
After joining The Walt Disney Company India as associate principal counsel from J Sagar Associates (JSA), Naina Chhugani was quickly disabused of the notion that in-house is nothing but a post box. Instead, as studios and TV content head, she now knows the media business “inside-out”, practices cutting-edge law and has seen a half-billion dollar takeover first hand.

And Disneyland is apparently not half-bad either.

“I was very very happy at JSA,” explains Chhugani about how she joined the company in 2008. “One of my ex-colleagues from AZB was heading Disney, and I thought, a company is just a post-box and any day you just go back to law firms.

“And she said, this is not how the Disney Company works.”

The Disney legal set-up is believed to consist of around 500 lawyers worldwide.

In India there are around 20 lawyers between four legal teams, explains Chhugani, divided into studios and television content, television broadcasting, digital: music and games, and computer products.

Chhugani heads up the studios and television content team of seven and reports to director and counsel, India legal affairs, Anju Jain Kumar.

Each team boasts exhaustive in-house expertise, and the company rarely empanels external counsel. “Any area of specialty – we have a lawyer for it. We really do work like a law-firm here.”

Work day

The studios division has around 20 to 25 releases per year, which usually involve production, distribution, syndication and a consumer products department. “Each team has a lot of work at each given point, which is why we have such a large team.”

In-house fact file: Naina Chhugani

Title: Associate principal counsel - studios and television content

Company: The Walt Disney Company (India) Private Limited

Team size: 7

Reports to: Anju Jain Kumar, director, counsel India legal affairs

Curriculum vitae

May 2008 – Present: Disney

2006-2008: J Sagar Associates (JSA), Mumbai, associate, private equity

2003-2005: AZB & Partners, Mumbai, associate

2002-2003 Thakker & Thakker, Mumbai

Education: ILS Pune, BA LLB 2002

And when drafting, it is all coordinated with the company’s US head office in Burbank. “We try to stick with international standards and international format."

At the moment, Chhugani is being kept busy with a lot of post-closing and integration work on the giant $454m Disney-UTV takeover, where JSA, AZB and Covington advised on the M&A aspects.

The implications of the Copyright Amendment Bill, which has now been notified, is also taking up a huge amount of Chhugani’s time at the moment, requiring detailed risk analysis and the financial implications of the changes that are likely to affect royalty shares with artists, singers and writers.

Outside help

She notes that, being a media and entertainment company Disney does not have many law firm options to choose from, due to the rarity of a media law practice in law firms. Developing the required know-how in-house is really the only choice left to them at most times.

“If you see, most media lawyers are in-house because I don’t think a law firm has the expertise to know that, [for example], this is ‘my content’, I need to ensure that my channel gets it out before the other channel does.

“So, that kind of thinking comes only with being a part of it.”

Having had a brief encounter with the media industry while assisting on related deals at JSA, Chhugani, for her part, wasn’t entirely un-initiated to the media-law set up when she joined Disney. “That’s when I realised I kind of liked the media industry”, she recalls.

But her industry gene really blossomed when she joined Disney, and she became fully convinced that she needed to work in the media and entertainment industry.

Crossing over

Chhugani says: “I know for a fact that I do not want to go back to a law firm. I have, of course, nothing against law firms - I have spent half my career in law firms.

“But I just think that the way I have shaped the last couple of years, tomorrow if I want to jump to a business and not be a lawyer for the rest of my life, that is an option now.”

Having had a taste of both sides of the deal you really start thinking as a business lawyer in-house, she says, something the law firm environment never teaches you.

“As a company lawyer, you are very business-aligned. You don’t just say: this is the law, do it, or don’t do it. You say, this is the law, now let’s figure out how to do it.”

She explains that the company lawyer is privy to the business plan, and figures out the costs of not being able to realise the business plan legally and is often forced to reach alternative solutions.

And so, Chhugani and the other three legal heads at Disney are as much a part of the company’s business meetings as the corporate executives.

“Suppose there’s a new line of business or a new client is coming up, I would work so that I am attending all these meetings to actually understand that, okay, this is what we need to do, this is how we’re going to do it, and then look at it from a legal point of view and seeing how it can be done.”

“I don’t think a law firm would have that kind of knowledge about the business angle of it all. Because they don’t interact with the people in the business, they don’t know where they’re coming from.”

Select few

External counsel is only engaged by Chhugani in limited circumstances and usually in a peripheral role.

She mostly engages Saikrishna Associates Delhi, when procedure demands responding through external counsel. Chhugani explains: “Suppose I have hired them for a litigation, I would know the litigation like the back of my hand. I would be talking to them on a daily basis and telling them what to do because I cannot appear any more in court.”

At other times, Chhugani’s team engages the services of a law firm, when they develop new television content.

Chhugani admits that sometimes there is a clash in perspectives between in-house counsel and lawyers in law firms, and that each tribe thinks it is more skilled or knowledgeable than the other.

She recalls how this clash occasionally interfered with her approache to work in her early days at Disney.

“When I came in, I [always said]: This is not how I want to do it. But as I started getting more involved I realised that it is not just about knowing your law, it also teaches you a lot of people-handling.

“I am not going to a law firm and standing on their head and telling them to do it. Here you need to tell them: you need to get this done now.” Such huge numbers are involved sometimes, that it is usually someone inside the company who can best understand the importance.

Art and craft

Taking stock of all her newfound in-house skills, she points out that a law firm habitat gives a lawyer their training and a better edge over things, which helped her secure her role in-house.

She doesn’t advise getting into in-house directly after law school, because “there is no one to teach you here really”.

So are all the lights off at a company’s legal department after 5 pm?

“No, you don’t just work from nine to five. I don’t work from nine to five!” she is quick to warn, but a lot depends on the organisation. Since many Indian companies rely heavily on law firms, the rigours of in-house legal work can be less.

“I won’t say we work round-the-clock, but we’re available as and when required. I have had [conference] calls at 10:30 in the night and at eight in the morning. But the only good part is that you have the flexibility to work from anywhere, so I don’t have to be physically present in office all the time.”

In addition, India follows the California headquarters in terms of international standards and formats, and she often works with and travels to Burbank.

That those headquarters happen to be housed near the Disney theme park, is another perk of the job.

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