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This article, like many others, was first published exclusively for long-term supporters, 6 hours before everyone else got to read it.

Two corp partners quit Luthra ahead of post-mediation court hearing, 23 signed up to Saraf’s new equity [UPDATE-2: Adjourned, mediation continues]

Partners Jayant, Gupta give notice at Luthra during turbulent time
Partners Jayant, Gupta give notice at Luthra during turbulent time

Two corporate partners at L&L Partners have given their notice to resign ahead of today’s court hearing following at least two days of mediation.

We understand from multiple authoritative sources inside L&L that two corporate partners have given notice to leave the firm:

  • Mumbai-based Apurva Jayant (NLSIU Bangalore ‘07, partner at Samvad Partners before joining L&L in 2016), and
  • Delhi-based Samarth Gupta (NLU Jodhpur ‘11, at Luthra since 2011 where he had made partner in April 2019).

Both specialise in corporate and M&A.

We have reached out to both for comment but have not had a response.

These latest L&L resignations are occurring against the backdrop of the acrimonious dispute between Rajiv Luthra and Mohit Saraf, the sole two equity partners in the corporate partnership firm (which does not include the separate litigation partnership).

Update 18:22

: The matter was heard in the Delhi high court today and adjourned to Thursday (22 October) at 2:15pm. The judge also ordered the mediation process to continue in the meantime (see full court order below).

Both had volunteered before the Delhi high court (and been ordered by it) to see a mediator last Saturday and Sunday (17 and 18 October) to resolve their differences.

The mediator was senior advocate Sriram Panchu, who is very well known in mediation circles and even in the mainstream, having been appointed by the Supreme Court to try and mediate the Ayodhya mosque dispute (alongside ex Madras High Court chief justice FMI Kalifullah and the Art of Living guru Sri Sri Ravi Shankar).

Justice V Kameswar Rao will be hearing the case again today (20 October), as the 14th and last item on his cause list.

It is possible, if unlikely, that both sides will submit that they have settled their beef, though more realistically considering the history in the case is that they have not.

It is also possible that the mediator may submit a progress report to the court.

History repeating?

The departure of two partners may be the start of a worst-case scenario for the firm: partners who can may decide to leave rather than wait for the two equity partners to sort out their dispute.

If that happens en masse, it would be the beginning of an end, with much less left to fight over or to retain for either Luthra or Saraf, including potentially a much-diminished brand name.

It is not necessarily a coincidence that part of the dispute between the two (contested) co-founders had started after Saraf claimed in internal emails that the firm’s corporate practice had seen significant defections of partners over the years (as we had also extensively reported over the years).

Saraf had described the problem in his email of 12 October, in which he had also claimed that Luthra had withdrawn / retired from the firm (which Luthra has unequivocally contested); Saraf primarily blamed Luthra’s alleged reticence to “professionalise”, while Luthra had publicly blamed Saraf.

Saraf had written in his 12 October email:

1999 to 2012 were the golden years of the Firm. During this time not only did Mr. Luthra and I share a common vision for the Firm but also a joint resolve to implement them. We were blessed with a team that was equally invested in our vision for the Firm and worked very hard with us to achieve them. During that decade (and a bit more), we emerged as one of the key frontrunners amongst the corporate law firms from being underdogs. Without any legacy or connections to speak of, by 2012 the Firm was doing some of the most complex deals in the market and handling some of the most sophisticated clients.

After our meteoric rise, we hit a roadblock around 2015, as the Firm was then at the (proverbial) crossroads. We had to decide at this stage whether to evolve with our competitors and transition our closely held platform to an institutional set up or stick with our old ways. Unlike till 2012, during this phase, we as founders could not align our vision for the Firm. Whilst I was keen to professionalize the Firm, diversify ownership interest in the Firm and democratize the Firm structure, Mr. Luthra was very apprehensive of these changes. The delay on our part to professionalize the Firm proved costly for us. During the ensuing 5-6 years the Firm lost a lot of good resources to its competitors and the fortunes of the Firm began to dwindle. Things came to a head in the Firm in 2019 when a large part of our capital markets practice departed from the Firm citing disinclination on the part of the Firm to evolve. We saw a spate of exits thereafter in 2019.

Attempted 'reconstitution' coup within Luthra saw 23 takers

Further to that email, Saraf had vowed to “reconstitute” the firm, post Luthra’s (implied) withdrawal, inviting partners to sign a new deed.

We understand from authoritative sources that Saraf had submitted in court on Friday that 23 L&L salaried partners had signed up to Saraf’s proposal of wider equity distributions in the form of a new short-form deed, which was to be replaced with a final deed with a precise equity structure next year.

However, that does not necessarily equate to a vote of confidence in Saraf’s leadership, since Saraf had in his email also stated that Luthra was not a partner in the firm anymore and that the Mumbai office and partnership had been dissolved.

Saraf therefore implied that the new deed that was signed by 23 partners, just formally continued the old firm.

Luthra, of course, disagreed with that interpretation and hit back by unilaterally removing Saraf’s email access and telling clients Saraf had been terminated; Saraf, naturally, has claimed that this was illegal, resulting in him launching the Delhi high court case.

We have reached out to Saraf and Luthra for comment with the above facts. Neither has responded as at the time of publication.

Update 21 October 2020

: The court’s order stated:

1. On the last date of hearing, on the submissions made by the counsel for the parties, I have referred the parties to the Ld. Mediator Mr. Sriram Panchu, Sr. Adv. A copy of the report of the learned Mediator along with a draft joint statement to be signed by both the parties has been filed by Ms. Pooja Dhar, Adv. in the Registry, which was also sent to my Court Master on e-mail, who has forwarded the same to me. In substance, learned Mediator in his report has requested the Court to extend the time for mediation. He has also stated, he shall continue the mediation process on a priority basis.

2. I have perused the draft joint statement also. I am informed the same has not been signed by the parties.

3. Be that as it may, Mr. Arvind Nigam and Mr. Parag Tripathi, learned Sr. Counsels appearing for the petitioner states that they have certain submissions to make. As it is already 4:45 PM, re-notify the matter on October 22, 2020 at 2.15 PM.

Apurva Jayant Work history From: Aug 2016 : Partner , Luthra & Luthra Law Offices ( Mumbai Area ) Apr 2015 - Jul 2016 : Partner , SAMVĀD: Partners ( Mumbai ) 2013 - Mar 2015 : Senior Associate , SAMVĀD: Partners Jun 2012 - Nov 2012 : Senior Associate , Amarchand Mangaldas ( Mumbai Area ) 2008 - 2012 : Associate , AZB & Partners ( Mumbai ) Jun 2007 - Dec 2007 : Associate , J. Sagar Associates ( Mumbai ) Education 2002 - 2007 : National Law School of India University , B.A.LLB , Law Samarth Gupta Work history From: Apr 2019 : Partner , L&L Partners ( New Delhi Area ) Apr 2017 - Mar 2019 : Managing Associate , L&L Partners ( New Delhi Area ) Apr 2015 - Mar 2017 : Senior Associate , L&L Partners ( New Delhi Area ) Jul 2011 - Mar 2015 : Associate , L&L Partners Jul 2010 - : Legal Intern , Amarchand & Mangaldas & Suresh A Shroff & Co ( New Delhi Area ) Jun 2010 - : Legal Intern , J. Sagar Associates ( Gurgaon ) May 2010 - : Legal Intern , AZB & Partners ( Noida Area ) Dec 2009 - : Legal Intern , Allen & Gledhill LLP ( Singapore ) Nov 2009 - : Legal Intern , Amarchand & Mangaldas & Suresh A Shroff & Co ( New Delhi Area ) Jun 2009 - : Legal Intern , AZB & Partners ( Noida Area ) May 2009 - : Legal Intern , Trilegal ( New Delhi Area ) Dec 2008 - : Legal Intern , Allen & Gledhill LLP ( Singapore ) Jun 2008 - : Legal Intern , J. Sagar Associates ( Gurgaon ) Education 2006 - 2011 : National Law University, Jodhpur , B.Sc. LLB. (Hons.) , Business Law Honours
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