Amarchand on $2.4bn minority-questionable Ambuja-Holcim merger

Tuesday, 30 July 2013 By Legally India Corporate M&A

Amarchand Mangaldas advised Ambuja Cements in its Rs 3,500 crore buy of 24 per cent in Swiss cement maker Holcim’s India operations, and in Holcim India’s Rs 11,000 crore merger into Ambuja.

Amarchand Mangaldas Mumbai partners Ashwath Rau and Vandana Pai Bharucha acted for Ambuja, which will hold 50.01 per cent shares of Holcim India’s subsidiary ACC.

Swiss law firm Homburger AG in Zurich acted for the seller Holderind Investments and Hocim India, which will be dissolved without winding up. As consideration, Ambuja will issue its shares to the shareholders of Holcim India in accordance with the share exchange ratio set out in the scheme.

The Holcim restructuring was brought about because local cement companies in India were experiencing a drop in demand and pressure on earnings, due to a slowdown in home building and infrastructure projects, according to Reuters.

The Securities and Exchange Board of India (SEBI) is now examining the terms of the agreement between Ambuja Cements and Holcim to ensure that interests of minority shareholders are protected as corporate governance experts claimed that SEBI norms were not followed properly, reported the Economic Times.

Amarchand Mangaldas

Comments

anon 30 Jul 2013, 12:55
+14 -0
werent any associates, or senior associates or principal associates involved ? firms should give credit to the entire team that worked on a mandate. not nice amss.
Rajnikant 30 Jul 2013, 14:17
+6 -5
Ashwath is a legal giant. He operates independent of the Shroff structure and has a great market reputation. Does not need senior associates as he has junior partners reporting to him.
Not fair 31 Jul 2013, 03:40
+4 -0
[quote name="Rajnikant"]Ashwath is a legal giant. He operates independent of the Shroff structure and has a great market reputation. Does not need senior associates as he has junior partners reporting to him.[/quote]
So you are actually telling me that majority of the billing in this matter was done by these junior partners and they were the ones who, among other things, proof read the docs, carried out changes, spent long hours in the office making sure that every word written in every transaction documents or memos were accurate and exactly as desired by the partners?

Credit goes to the partners for they are the ones who 'lead' the transaction but credit definitely goes to the Associates (Junior, Senior or Principal) too! Their name should have featured here too.
G Hazri 30 Jul 2013, 14:53
+9 -5
# Rajnikant

Rightly put. Having seen him in action, he does not need the Shroffs. They need him.
ashes 30 Jul 2013, 15:11
+1 -0
2 and 3 don't play narad-muni and jeppy-teppy-dize Ash's career in the Shroff firm. Having said that, we all know Ash is very competent, bright and articulate.
anon 30 Jul 2013, 18:06
+8 -1
This isnt abt ashwath. He is a great lawyer no doubt. But factually there were other ppl on the deal and they also ought to get credit
hail 30 Jul 2013, 19:15
+4 -0
Plus this surely involves CCI angles as the cement industry is the most caretlized one in India. Transactions are not one-man shows like a piece of art or a Salman movie is. And nos. 2 and 3 seem to be more like the chant of the McBeth sprites which planted false and ruinous thoughts in a fine mind.
Karigar 31 Jul 2013, 02:30
+14 -0
If ASHWATH is such a good lawyer how come he didn't see the storm on this deal. He is a good lawyer with a massive ego [...]. Still largely services shroff relationships. Even this relationship was handed down. He is a great asset but has yet to prove an independent client following . If he controlled his [...] ego he would do a lot better. Projects himself a lot more than he actually is. [...] True legal giants need to be humble . He fits in more with the delhi culture . Not Mumbai which is more self effacing. Anyway good luck to him on this deal .
kianganz 31 Jul 2013, 06:27
+0 -3
To anonymous 'Insider' (comment not published at request): Suggestion noted and has actually been in the works for some time. Will keep you posted and proceed post haste!
Insider 1 Aug 2013, 10:24
+0 -0
Should be interesting when it comes out. Cheers
hail 31 Jul 2013, 14:52
+0 -3
Too much humility is creepy. And people do project all the time- it is the fault of those that believe grapevines and inadvertently help build reputations. And let's let people be natural as long as they are not unethical. If a cat start licking heels like a puppy, it will be creepy esp at night if you are in the household with this pet. Natural is best.
Nls 31 Jul 2013, 14:59
+5 -2
Typical nls guy ash is.... If he goes independent he will not be seen in the legal fraternity.. He will always remain in the shadows of the shroffs. This applies to all nls guys.
V 31 Jul 2013, 15:41
+0 -7
You have to work with the guy to see how good he is. Combine that with his social contacts - you have a mean machine here. He's the best non-family lawyer in AM.
Guest 31 Jul 2013, 17:23
+0 -2
[quote name="V"]You have to work with the guy to see how good he is. Combine that with his social contacts - you have a mean machine here. He's the best non-family lawyer in AM.[/quote]

oh stop the AMSS is a family run law firm crap.

Those days are long gone. I don'w why AMSS gets the flak for being called a family run firm. It has opened up to people who have had no family relations at AMSS and offered it equity. People like Vishwanathan, Bharuchas had all been offered equity.


I think among the top firms, it is one of the most transparent firm!
Super 1 Aug 2013, 05:21
+1 -0
Super Avi! :)
Bling 1 Aug 2013, 13:17
+5 -1
Heard of a gentleman called L. Viswanathan?
Anna 1 Aug 2013, 04:23
+1 -3
It is actually a credit to Amss and the shroffs that they have allowed people to grow . Including people like Ashwath. If they wanted to keep it famiky only why would they have enabled it. People who make comments and label it a famiky firm are hopelessly out of date with the reality of Amss . Most if not all clients serviced. By Ashwath or Viswanathan etc are Shroff famiky clients handed over to them . If the shroffs had not built these people they would be nobody . They know that . Trivial and shallow comments delivered behind the anonymity of this forum reflect only the lack of awareness or intelligence of those who make them. Sigh .
Motorboat 1 Aug 2013, 10:23
+2 -1
its not about how you got the client, it about the client not going to anyone else after its come to you. On that I think, Viswanathan and Ashwath are doing phenomenally well and have market reputation like none other. Both are considered the best in their fields and have high international recognition. Have a look at chambers, legal 500 etc if it hold any value. Better, speak to clients and peers and you'll know.

And that they doing matters handed over by the Shroffs is utter bullshit. They handover matters to other partners!

Anyone with the slightest knowledge knows this.
from 1 Aug 2013, 13:21
+2 -0
For every Ashwath, there is a Rahul Guptan... lets not go overboard... at the same time, AMSS does tend to do better than most other firms in retaining non-family talent... but certainly not comparable to JSA ...

On the other hand... dismissing Ashwath and LV as people who only service Shroff clients and will be finished if they start off on their own is just fanciful... they are just too good as lawyers for that...
Modi 1 Aug 2013, 15:54
+2 -1
What's the fuss about. Everyone knows that Cyril has built Ashwath and several more from scratch . That's his job to do so . To build them he has to delegate and hand over clients . That's normal. Of course it's necessary to be very competent for the partner to handle a prime client . That does not mean they should develop delusions of grandeur. They are eventually firms clients . This whole discussion is very immature.
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