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AZB, Khaitan, SAM, double-Trilegal, ELP, 2 foreigns on $2.1bn Schneider mega sale to Larsen & Toubro [Update-2]

“Larsen & Toubro, India’s largest engineering and construction company, will sell its electrical and automation business to European multinational Schneider Electric for Rs14,000 crore. This is part of L&T’s stated move to prune non-core businesses. The deal is subject to receiving regulatory approvals,” reported Mint and others.

Temasek will own 35% of the shareholdings after completion of the deal, while Schneider will hold 65%.

Both Schneider Electric and Temasek drafted in Trilegal partner Nisha Kaur Uberoi on competition law advice, according to a Trilegal press release, including a team of partner Soumya Hariharan, senior associate Nandita Sahai, senior associate Atreyee Sarkar, associate Ankita Gulati, associate Nandini Pahari, associate Saksham Dhingra, associate Shiv Johar and associate Harshita Parmar.

AZB & Partners acted for Schneider Electric, on Temasek’s investment in Schneider India (alongside Khaitan, see below), as well as Schneider and Temasek on their acquisition of the electrical and automation assets of L&T both in India and abroad. At AZB, the deal was led by partners Ashwath Rau and Dhruv Singhal. counsel Jasmin Kharkhanis, senior associates Pranav Atit and John Raghav, and associates Priyanka Butani and Pooja Natarajan. AZB also advised Schneider Electric in relation to the equity and debt funding by Schneider France of Schneider India.

Khaitan & Co acted for Temasek on corporate aspects of deal, led by partners Aakash Choubey and Abhishek Sinha, counsel Tarunya Krishnan, principal associate Radhika Agrawal, and associates Srikanth Mantravadi, Rohan Srivasatava and Praneetha Vasan. A number of other practice groups also acted for Temasek.

Larsen & Toubro was advised by Shardul Amarchand Mangaldas on corporate and competition law aspects, led by partners partner Iqbal Khan, counsel Arka Banerjee, senior associate Faraz Khan, and associate Tanvee Vasudevan. On the competition side partners Shweta Shroff Chopra, Aparna Mehra and Gauri Chhabra advised, with senior associate Ritwik Bhattacharya, and associates Neetu Ahlawat, Kajori De and Aakarkshi Aggarwal, and in-house senior economist Saattvic. Real estate partner Ashoo Gupta and IP partner Mukul Baveja were also involved.

Cleary Gottlieb acted for Temasek on non-Indian competition law aspects, led by London and Brussels partner Nick Levy and counsel Richard Pepper.

Bredin Prat acted for Schneider on non-Indian competition law, with Brussels partner Marc Pittie and Paris partner Pierre Honore.

Update 2 May 2018: According to Economic Laws Practice (ELP), the firm provided on-going legal support to the Larsen & Toubro corporate legal and M&A team on various aspects of the transaction, including competition law and reviewing of the transaction documents, with managing partner Suhail Nathani and partner Amit Manubarwala.

Also acting on the deal as non-legal advisers were economists Dr RKS (Shyam) Khemani and SKP Business Consulting LLP, according to Trilegal, which stated:

Schneider Electric proposes to acquire the E&A business of L&T by way of a slump sale, subject to receipt of requisite regulatory approvals, including the approval of the Competition Commission of India (“CCI”). Trilegal is advising Schneider Electric India and Temasek on all competition law aspects pertaining to the Proposed Transaction. Schneider Electric India and Temasek will jointly file a Form II (long form) merger notification with the CCI.

The Proposed Transaction is in-line with the Government of India’s “Make in India” policy and will enable India to become an innovation and manufacturing hub for low voltage and industrial automation products for India as well as new and emerging economies such as, Middle East, Africa and South-East Asia. The combined business will be well-positioned to serve the fast-growing low voltage and industrial automation market in India, with a strong shareholder base where Schneider Electric and Temasek will own the combined business by 65% and 35% shareholding respectively.

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1
Like +17 Object -1 Trying to be legal 01 May 18, 19:14  interesting  top rated
Funny how the Trilegal team advising only on one aspect of the transaction is larger than the resources used by the other three firms (combined).
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1.1
Like +5 Object -1 kianganz 01 May 18, 19:27 LI subscriber
We have only received Tri's press release so far... Once the others send theirs, I'm sure their team lists will also grow :)
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1.1.1
Like +16 Object -0 Correction 01 May 18, 19:37  interesting  top rated
Also, Radhika has been recently promoted as a principal associate at Khaitan. You want to correct that too.
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1.2
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Like +0 Object -6 Cammie 02 May 18, 02:45
This is a rare deal where the CCI lawyers had a bigger role to play than the midnight oil churning corporate lawyers! We meed more auch deals to keep the CCI lawyrs in the fray...
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1.2.2
Like +17 Object -4 1 Act lawyers, at most 02 May 18, 10:21  interesting  top rated
Anti-trust issues will always be incidental (at best) to the transaction. Anything else is wishful thinking.
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1.3
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Like +1 Object -1 Jsa 02 May 18, 02:47
Another deal missed by CAM and JSA. When was the last time they did a real deal?!

Time to float CVs to raja babu
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1.4
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Like +2 Object -1 Kco 02 May 18, 02:50
Lco rocks
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1.5
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Like +2 Object -3 Cam roxs 02 May 18, 02:51
We refused the deal, was too small for us.
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2
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Like +2 Object -0 LI reader 01 May 18, 19:34
Kian are you an LI subscriber too? Do you also pay for the subscription or is it free?
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2.1
Like +7 Object -1 kianganz 01 May 18, 19:36 LI subscriber  interesting
Nothing in life is free :)
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3
Like +8 Object -3 Zinger 01 May 18, 20:17  interesting
Wow. This deal says something about the AZB and KCO competition teams and the Trilegal corporate team. All of whom are not on the deal. Gone are the days of a client going to one law firm for everything. The clients will pick and choose the best teams across law firms for all deals. Well done Ashwath, Nisha and Swetta. Incidentally all of them are the old AMSS team. If only....
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3.1
Like +5 Object -0 Ygritte 01 May 18, 23:13  interesting
You know nothing, Jon Snow
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3.2
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Like +0 Object -1 SILF 02 May 18, 02:53
What was trilwgal’s role?
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3.3
Like +8 Object -0 Guest 02 May 18, 09:47  interesting
Given the kind of deal it is, I would rather say that Trilegal competition partner is reaping the benefit of having moved from AZB. Clearly the buyer acquiring the larger stake is represented by AZB and therefore it is very likely that at the initial stages of this deal (which may have been almost a year back), the buyer was introduced to Nisha, when she was still there. Later the buyer just decided to continue with the same partner. AZB as well Khaitan's competition teams are as good as it can get in the context of Indian firms if not better.
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3.3.1
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Like +1 Object -1 Factor 02 May 18, 21:25
Heard that deal did start at AZB. Nisha was the client contact and introduced the AZB corporate team. Nice to see courtesy extend in the profession. Ashwath and Nisha clearly still share a good work equation.
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3.3.1.1
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Like +0 Object -0 The Big Factor 09 May 18, 14:15
People are going on and on about this nonsense where the deal started. Also, Nisha has good relationship with many of her colleagues and clients - she manages to retain them. Underscore that.
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4
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Like +3 Object -1 Guest 01 May 18, 21:18
Neetu not Nitu
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5
Like +4 Object -0 Hmmm 02 May 18, 01:46
The SAM corporate team except for Iqbal has not been mentioned at all!
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6
Like +5 Object -0 Def 02 May 18, 06:28  interesting
I wouldn’t be surprised if this deal started before Nisha even left AZB. It probably just moved with her (rather than her being appointed separately) ?

Otherwise, what an insult to Trilegal M&A team.
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6.1
Like +13 Object -2 Peninsula 02 May 18, 10:14  interesting
We know our aukaat. We never expected a deal of this size to come to our M&A team.
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6.2
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Like +2 Object -2 CAM Insider 02 May 18, 15:52
The deal started before she left and yes, she carried it there.

Also, no insult to Trilegal - imagine they have no merger work as large as what Nisha is pulling in for them. She is the face of the Trilegal M&A practice, despite the fact that she is a competition lawyer. The tides have turned and on the back of her work - Trilegal would gain on the merger rankings.

Great to see the two gals do well for themselves.
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6.2.1
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Like +1 Object -0 Guest 02 May 18, 19:45
I would still be surprised if she can bring in such M&A deals to an inexperienced (as far as M&A is concerned) firm like Trilegal. Trilegal focusses too much on hourly billing and DD mandates for global transactions (which is also a A&O legacy). The deficiency in terms of not having made sufficient indian clietele is hurting them big time and it is taking them longer to penetrate, an already saturated large indian corporates market. I would assume Nisha will find it difficult to sell Trilegal to such corporates unless Trilegal gets recommended by a firangi law firm for M&A work.
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6.2.2
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Like +1 Object -0 AZB Insider 02 May 18, 21:28
Idea Vodafone deal had Nisha on merger control (AZB corporate team was not instructed) and Shweta on merger control (SAM corporate team was not instructed S&R was). The tail is wagging the dog on large deals. Interesting times.
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7
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Like +0 Object -1 Summer 2018 02 May 18, 10:49
How is the fee distribution to each lawyer from a particular deal
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7.1
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Like +0 Object -10 Investment Banker 02 May 18, 11:37
In the range of 3-5% of deal consideration. Bigger firms take upto 10%
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7.1.1
Like +10 Object -0 Haha 02 May 18, 11:55  interesting
Lawyers wish!
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7.1.2
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Like +3 Object -0 He He IB 02 May 18, 21:11
Ha ha. Bro are u talking of I Banker Fee or Legal Fee !!!!!

I Banker fee in percentage points actually reduces as the size of the deal grows (i.e. small percentage of bigger pot)

So if you are telling me that lawyers billed 5% of 18000 crores (i.e. 360 crores/60 odd million dollars) on this transaction, then well all i can say is what are you smoking!!!

Even all the law firms including the international law firms cumulatively would not have charged more than a few million dollars
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7.1.2.1
Like +6 Object -0 Anon!! 02 May 18, 22:43 LI subscriber  interesting
True that! 360 crores is the turnover of many of the firms!
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7.1.2.2
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Like +0 Object -0 Wakanda 03 May 18, 09:32
Even Investment/Merchant Bankers does not charge that much
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7.1.3
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Like +0 Object -2 Anon!! 02 May 18, 22:42 LI subscriber
What utter crap!!
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7.1.4
Like +4 Object -0 Wakanda 03 May 18, 09:31
Do tell everyone what are you smoking. We will also see how did you such a high..!!
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8
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Like +1 Object -0 Practical 02 May 18, 12:05
And how does it pass down. How much does Managing Partner, Partners, Associates get?
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9
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Like +0 Object -0 Gauri is a partner bro 02 May 18, 12:18
Kian, fix that?
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9.1
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Like +0 Object -1 kianganz 02 May 18, 12:27 LI subscriber
Thanks bro, done :)
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10
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Like +2 Object -1 Chai Point 02 May 18, 20:07
Heard that CAM was also involved in the deal but incidentally was representing a buyer whose offer was lower than Schneider... unfortunate gain for others!
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10.1
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Like +2 Object -0 Chai pe charcha 02 May 18, 21:18
It was deal that involved 4-5 bidders. Obviously every big firm represented someone. That's not called "involvement"
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11
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Like +7 Object -15 Review 02 May 18, 22:50  controversial
It seems ELP needed to review SAM's Corporate, Commercial and Competition law advice. L&T having trust issues with its primary counsel!
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11.1
Like +6 Object -2 Hidden Gems 03 May 18, 00:36
There are some fantastic partners outside of the "Tier 1" arena!! Time and again its been proven that a partner in a tier 1 doesn't necessarily bring in tier 1 capabilities. In case of boutique to mid size law firms the reverse is true! There are dark horses with solid credentials in so many firms (outside of tier 1) Congratulations to all!
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11.2
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Like +0 Object -0 Wtf 03 May 18, 10:57
Are you surprised ;)
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11.3
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Like +1 Object -1 Ex KCO 07 May 18, 21:19
Hahha so true - I hear most Clients of SAM in big matters have trust issues with them and take 2nd opinion from other firms - same happened with in Dalmia case - all advise of SAM was vetted by KCO!
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11.3.1
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Like +3 Object -2 GC position useless 08 May 18, 12:53
What is the point in having a GC if corporates take 1st opinion, 2nd opinion and 3rd opinion from law firms? What do GCs do exactly? I want to read a good research article on what these fancy designations like Legal Director- Asst. Group Counsel-General Counsel blah blah actually do. Paid for dialling up lawyers and getting a commission on all the lawyer fees paid by corporate to law firm. So in house gets a fat salary and a cut on fees paid to law firms. What a sad state of affairs.
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11.3.1.1
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Like +4 Object -2 Reply to Troll 11 May 18, 15:37
It's cute how ill-informed you are. I normally don't comment here, but since the Harvey Specter school of thought (GCs are paper pushers) keeps coming up on LI, let me do the hard work for you and write the first two paras of a "good research article" (NB: very condescending tone, we are not test specimens) so that second year associates understand what we fancy designations do.

A GC's role is not to "dial up lawyers" and get a document reviewed- she has to stick out her neck and advise the business on real-world issues. I typically use law firms under three circumstances-

(1) I have a retainer with them, and can send them volumes without worrying about budgets. This is not complex work, but I need to get it done quickly, and without micromanaging it.

(2) Law firms see the same kind of matter more regularly than I will. I want to use their experience- how regulators approach an issue, what precedents exist, can they go to the government on a no-name basis, and so on. I want practical advice and insights that will help me reach a decision, and not some opinion saying "Section 3(5) says 2+2 = 4, hence our opinion is that 2+2 = 4". Same reason for complex transactions- need to know what's market practice on particular clauses, how much risk is reasonable, etc etc.

(3) There are matters with lots of grey areas. When you have business heads telling you to give them a simple 5-minute summary, the worst possible answer you can give is "It's not OK to do this because AZB said so". I sit with my business and have to take them through potential legal ramifications of one particular decision or the other. When I seek an opinion, I know the direction I want to go, but I also want formal advice saying that I can take my preferred position. Call it a CYA, but no GC will deny that she often seeks opinions more to provide a degree of comfort ("we have taken legal advice before taking this decision") than because she does not know the law.

It's funny when you have "partners" with 8 years of experience who don't understand your business and think they have all the solutions to your problems, but have no idea of the dynamics you work with, and insist on giving you advice that is of no use to anyone.
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12
Like +29 Object -4 ELP 03 May 18, 08:22  interesting  top rated
What complete rubbish.
ELP is not on the deal. Amit was an ELP secondee to L&T prior to the deal even being envisaged. ELP not acting for L&T.
Talk of attempts to take credit!
In fact, L&T obviously didn’t think ELP was up to the task and used SAM.
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13
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Like +4 Object -7 Ex 03 May 18, 16:06
How come Platinum is missing? They are always there is such big deals!
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13.1
Like +13 Object -0 Anon!!n 03 May 18, 16:55 LI subscriber  interesting  top rated
Nihar has left.....
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13.2
Like +15 Object -2 Guest 03 May 18, 18:57  interesting  top rated
name a few big deals please
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13.3
Like +12 Object -1 Recent Ex 03 May 18, 22:23  interesting
I would join that place only if I was in retirement mode. It's a chill place where people just don't have the desire to slog in their starting years. I got done in by flowery assessments of great work life balance - here, there was only life and no work. I am happier working really hard for the initial years - not sure if it is a great place to be at if you are really ambitious or seek mobility later. Gone are the good old days of Nihar.
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14
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Like +0 Object -0 Saaboo 03 May 18, 17:15
Nihar??
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15
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Like +1 Object -0 ElCid 03 May 18, 23:51
Link Legal did the diligence. Please confirm
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15.1
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Like +0 Object -0 Other firms 04 May 18, 09:27
Even ABC & Partners was involved, but XYZ Associates acted for bidders, so missed out :(
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15.2
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Like +0 Object -0 Alok Nath 04 May 18, 15:05
Confirmed.
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15.2.1
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Like +0 Object -0 ElCid Sonkar 04 May 18, 18:06
Please update
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15.2.1.1
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Like +0 Object -0 Done 05 May 18, 04:07
Done
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16
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Like +5 Object -5 NKU fan club 04 May 18, 11:02  controversial
Happy B’day Nisha. Please don’t spend the weekend in office on the next deal:-)
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16.1
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Like +2 Object -0 Rubbish 08 May 18, 17:55
I dont like these kind of chamcha comments. V sure the commentor wud have told her I have put a comment abt u on LI ......to earn some browny points.....hehehehe

Isnt this whole law firm working over hyped? What is the big deal they do? Somebody needs to put an end to this overhyped "oooh I am busy....I was working till 4 am ....I worked on sunday also" nonsense. All fake and unnecessary. Drama (french pronounciation)
This lady maybe good but its not abt her but general hype.
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17
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Like +0 Object -0 ElCid 06 May 18, 17:29
Main, LLILS actually acted for l&t.
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18
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Like +3 Object -0 That headline though 06 May 18, 21:35
Might want to check the headline and compare it to reporting.
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19
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Like +1 Object -0 NaMo 07 May 18, 13:58
Isn't the heading contradictory to the actual transaction!! L&T is selling.
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