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QIP league table 2010-11: Amarchand keeps lead in slow, tight field as Luthra, Crawford, DLA win

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Exclusive: Against a background of slowing markets in qualified institutional placements (QIPs), Amarchand Mangaldas has retained a strong lead in Legally India’s QIP league table for the 2010-2011 fiscal despite its deal volume dropping by half, while Luthra & Luthra and Crawford Bayley scaled ahead of Khaitan & Co and AZB & Partners.

But the field between players has narrowed considerably in the last year with Amarchand acting on only 15 issues, less than half of last year’s 35, as revealed by Legally India’s exclusive analysis of 43 draft and final QIP prospectuses filed with the National Stock Exchange (NSE) and available on its website.

Uncertain sentiments

QIP fund-raising declined by around 24% year-on-year to Rs 26,100 crore, according to data from Bloomberg.

The decrease was caused by market volatility, which resulted in issuers and banks not being able to price as per the SEBI pricing formula, explains Amarchand Bangalore capital markets partner Arjun Lall.

“As the market stabilises we think that this instrument will come back strongly given the ease with which the company can launch an issue,” said Lall. “It would also be great if SEBI can look at the pricing formula. One option would be to allow 5 – 10 per cent discount on launch date closing price. Given that this is being issued to entities which are QIPs that will help the market.”

“Unlike an IPO where you need to handhold an unlisted issuer, prepare an offer document, and go through the SEBI review process, the groundwork for a QIP could take much lesser time,” explained Luthra Mumbai capital markets partner Manan Lahoty. “So, once the paperwork is ready, you launch whenever there’s a window.”

This means that issuers have greater flexibility to launch, which makes deal flows more dependent on marketability of the deal and general market sentiments, according to Lahoty.

Market shares

QIPs: Top Indian domestic law firms in 2010-11

Rank ‘10-11
(‘09-10)

Law Firm

Total
mandates
FY ‘10-11
('09-10)

Company mandates
FY ‘10-11
('09-10)

Bank
mandates
FY ‘10-11
('09-10)

1 (1) Amarchand & Mangaldas 15 (35) 12 (30) 3 (5)
2 (7) Luthra & Luthra 8 (4) 4 () 4 (4)
3 (4) Crawford Bayley 7 (6) 7 (5) - (1)
4 (2) Khaitan & Co 5 (9) 3 (7) 2 (2)
5 (2) AZB & Partners 4 (9) 2 (5) 2 (4)
6 (4) J Sagar Associates (JSA) 2 (6) 3 (5) - (1)
7 (17) Wadia Ghandy & Co 2 (1) 1 () 1 (1)
7 (8) Rajani Associates 2 (3) 1 (3) 1 (-)
8 (6) S&R Associates 2 (5) (2) 2 (3)
Source: Legally India

Despite the more difficult QIP markets, Amarchand Mangaldas managed to retain some of the momentum from the 2009-10 financial year by leading as legal counsel on QIPs for 12 companies and three book runners - although this is fewer than Amarchand’s 30 company and five bank mandates in the 2009-10 financial year.

Amarchand Delhi managing partner Shardul Shroff added that even in a market where there were a fewer QIPs, the firm was involved in several of the most challenging transactions such as the large QIP of Adani Enterprises, which involved an on-going restructuring pursuant to which listed company Mundra Port was also being added to this holding company of the Adani Group. The firm also acted on the QIP of Tata Motors, which was India’s first issuance of differential voting rights (DVRs) as part of a QIP, said Shroff.

However, domestic firms Crawford Bayley and Luthra & Luthra managed to increase their tallies of QIPs against the general downward trend over the last year.

Luthra rose in the QIP ranks from seventh to second place on the league table with eight QIP filings in the past financial year.

“I would view the last fiscal in two parts,” said Lahoty. “The first half was hectic with a large number of deals closing, on the other hand, the markets were listless in the second half, on account of negative news from India on corruption, high commodity prices and resulting inflation and also global political issues.

Lahoty added that over the past 12 months the firm had been involved in quite a few marquee transactions for some very good issuers, such as Canara Bank’s uncommon public sector bank QIP. “I think, the previous one was Bank of India a few years ago, again on which we were involved. It’s a very uncommon market there, and not many PSU banks have done this, so there were huge challenges around it.”

Luthra together with Crawford Bayley, which rose from fourth place to third with seven mandates, displaced last year’s joint number two firms AZB & Partners and Khaitan & Co.

Dropping

After 2009-10’s comfortable tally of nine, both Khaitan’s and AZB’s volumes nearly halved to five and four mandates respectively during FY 10-11.

J Sagar Associates (JSA), which was tied with Crawford Bayley at six QIPs last year, fell to three QIPs this fiscal. S&R Associates, which too had five QIPs in the kitty last year advised on just two issues during FY 10-11.

Wadia Ghandy & Co, on the other hand, added one QIP to reach a total of two mandates putting it at the seventh rank – a notch above S&R this year and tied with Rajani Associates.

A total of 15 other domestic law firms did not make the cut to the league table this year after advising on one QIP each, including Axon Partners LLP, Bharucha & Partners, DSK Legal, India Law Alliance, Kanga & Co, Nishith Desai Associates. Fox Mandal & Co in Delhi and Little & Co in Mumbai are listed in one prospectus each.

Desai Diwanji, Talwar Thakore & Associates and Trilegal did not notch up any QIP instructions, according to the NSE filings.

The QIP view from abroad

Out of international law firms Jones Day managed to outpace competitors and hang on to last year’s top position

QIPs: Top Int'l law firms in 2010-11

Rank
‘10-11
(‘09-10)

Law Firm

Total mandates
‘10-11
(‘09-10)

1 (1) Jones Day 8 (12)
2 (3) Dorsey & Whitney 6 (8)
3 (7) DLA Pipers 4 (2)
4 (4) Clifford Chance 3 (6)
5 (2) Linklaters Singapore 2 (9)
6 (4) Allen & Overy 1 (4)
6 (-) Sullivan & Cromwell 1 (-)
6 (-) Crowell & Moring 1 (-)
6 (-) Skadden, Arps 1 (2)
Source: Legally India

by winning the largest number of bankers’ mandates to render non-Indian-law-related legal advice.

Dorsey & Whitney came close second but both Jones Day’s and Dorsey’s QIP volumes had decreased by 50 per cent, as other favourites Linklaters, Clifford Chance and Allen Overy (A&O) witnessed a sharp fall in their rankings.

DLA Piper was the only firm to have increased its market share this year, ranking third after after seventh place in 2009-10, having doubled the number of filings to four in 2010-11.

DLA partner Stephen Peepels in Hong Kong explains that he had recruited heavily into the Indian capital markets team since taking charge of the Asian capital markets practice in 2008 during the downturn.

Peepels added that although the firm was able to price fees on QIPs “considerably lower” than IPOs because there was usually an existing prospectus that is possible to update, QIPs were valuable work.

“We love QIPs because they have the potential to be done really quickly,” mused Peepels. “But there’s thrill factor for the [initial public offerings] IPOs because the company is diving into the market for the first time whereas on QIP projects you tend to be just helping existing clients.”

DLA has topped the IPO league for this year, which Legally India will report later this week.

Clifford Chance’s six QIPs of FY 09-10 were reduced to only three in the FY 10-11, while A&O advised on only one placement compared to four in 09-10.

However, Linklaters saw the most drastic decrease from nine mandates to only two QIP advisories this year.

Sullivan & Cromwell, Crowell & Mooring, and Skadden Arps each managed one QIP.

Popular pairs

Jones Day and Amarchand was the most successful partnership, working together on six QIPs.

DLA Piper worked on two deals each with Khaitan and Luthra, while Dorsey & Whitney paired up twice with Crawford Bayley.

Clifford Chance worked on only one deal - Kalpataru Power - where its former best-friend firm AZB was also involved. In that May 2010 QIP Luthra & Luthra was on for the banks domestically.

Source: Legally India analysis of 43 QIP draft and final prospectuses available from the National Stock Exchange of India website and filed between 1 April 2010 and 31 March 2011. For tied total numbers, the number of company mandates was given preference.

For the Legally India 2009-10 QIP rankings click here.

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