Why I am no longer a corporate lawyer

I used to work at a nice firm in London. Nice in the sense they paid well. I quit in May 2009. Since then I’ve been trying to chart my own course with www.akosha.com.

I want to make money, but entrepreneurship, when risk-adjusted, is not a great way to make money. So there must be some other reason.

One was that as a corporate lawyer you are never in the thick of the action. The entrepreneur/CEO and to some extent the investment bankers are really the ones who call the shots. But then, no matter what you do, there’ll be someone else who’ll call the shots – your VC, your customers/clients, your wife, your children (and the same reasoning goes for joys of being your own boss – “Gotta serve somebody“).

The other thing was that work has to be satisfying – intellectually stimulating, as they say. Entrepreneurship wouldn’t rate much higher than corporate law in terms of the actual work – a lot of the stuff you have to do is repetitive. Though there is extreme joy in figuring out the solutions to different kinds of problems, once you have found the solution, the execution is usually not that “intellectually stimulating”.

And yet I’m here and I love it so much. It has its highs and lows (and today is in fact a bit of a low because something outside my control happened).

Here is the article which probably explains it the best. ARE YOU A PIRATE? – written by Michael Arrington of TechCrunch who was also a former corporate lawyer before he chose to become an entrepreneur.

Read it. If you are a corporate lawyer, read it twice.

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Mr. Tata reveals the secret of success

I was in Mumbai for the TiE summit conference. Had an amazing time, strengthened relationships with some other TiE members.

The summit was opened by a discussion by Narayan Murthy and Ratan Tata, chaired by Shekhar Gupta, the Indian Express editor. It was an unusually candid session (quite unexpected from what I had known of the gentlemen on stage). When Q&A opened, a young woman asked, with some feeling,

“Mr. Tata, if there were one mantra of success you could give to youngsters, what would it be?”

Ratan Tata, replied cheekily,

“Umm, at the risk of being facetious, I would say that you’ve got to be lucky!”.

The audience erupted in laughter.

Narayan Murthy added a bit more seriously, “I agree with Mr. Tata, but you’ve got to be prepared for that opportunity.”

All in all a great session and a great conference. Great job by Manak Singh and his team at TiE Mumbai.

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When someone copies your idea…

…keep in mind the following lines from a Rudyard Kipling poem The “Mary Gloster”,

They copied all they could follow,

but they couldn’t copy my mind,

And I left ’em sweating and stealing

a year and a half behind.

The poem is about the shipping magnate Sir Anthony Gloster on his deathbed narrating his life for his son.

I was reading David Ogilvy’s Confessions of an Advertising Man when I came across the above quote. The book is a real gem – people don’t write like that anymore. David’s belief in his own abilities (no, his own genius) is rather disconcerting at first, but as the book wears on, it gets endearing. Recommended.

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Of corporate lawyers, and businessmen

Of late I have been having conversations with the several corporate lawyers. It seems that in India there are just about 3000+ corporate lawyers i.e. lawyers whose primary occupation is to advise, consult, draft agreements for big corporate clients (like BSE 500, really big private (unlisted) companies and MNCs). Like in many other areas in India, there are very few reliable sources of data – no one has done a comprehensive study of the number of corporate law firms and the number of lawyers working in them. In terms of law firms with 10 or more people, figures like 70 to 100 law firms are bandied about.

Since such a small number of firms (and their corporate lawyers) are serving the whole corporate sector in India, getting high quality corporate legal advice has become an expensive proposition. For example, the best law firms in the country charge out rates between Rs. 6000 to Rs. 25000 an hour. For those outside the industry, that is a staggering figure. So say you want to get an JV agreement drafted by the best lawyers in the country, you can expect to be charged at least Rs. 10 lakh (INR 1 million). Typical example of demand and supply deciding the price.

So what are the consequences of about 100 corporate law firms serving the entire Indian corporate sector – there are, according to one estimate, 3.2 crore (32 million MSMEs in India)? The number would not move much if you include the 2000 biggest companies (listed cos, MNCs etc. which cannot be called an SME).

There are several consequences.

1. Hum aapke hain kaun – The big law firms have enough work to go around and can refuse work. I have heard of several SME owners who aspire to hire the best law firms in the country, only to find that they are not really a priority client for them. You can’t really blame the law firms either – they have bigger fish to fry.

2. Burn after reading – Most SMEs are forced to go to litigating lawyers (lawyers who go to court and don’t practice corporate law on a regular basis) or small practitioners who claim they know corporate law. Many times the service SMEs get – including drafting of agreements, commercial advice etc. – is, well, wrong, frustrating, unprofessional, incomplete etc.

3. Chalti ka naam gaadi – Most entrepreneurs don’t care. Sign contracts, we’ll deal with the consequences later. Or cut, copy, paste is the way to go. Needs a website terms of service? Go to www.facebook.com, www.cleartrip.com, and, carve, chop, hack, incise, open up, rip, score, sever, slice, slit AND then, amalgamate, associate, bind, blend, bond, bunch up, coadjute, commingle, compound, conjoin, couple, incorporate, interface, join, marry, merge the two website terms of service. Jugaad. It works. And sometimes it doesn’t.

4. Aitraaz – These startups or SME entrepreneurs don’t like lawyers. Period. For good reason too, given the general impression of lawyers (In old days, people used to say “Bemari aur kacheri ghar main nahi aani chahiye” i.e. disease and litigation shouldn’t enter the house). But a smarter entrepreneur will know when to use a professional. As a lot of SMEs interact with each other, with foreign suppliers, clients, employees, partners etc., more and more they don’t have a choice. Also most of the SMEs falling under this category usually end up having messy corporate compliance.

So what can we do? Well, that’s a good question. Maybe for another time.

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400 Blows to the Woman Next Door

I was in Delhi in June 2005, interning with the Businessworld Magazine for a short period, when I heard about the Francois Truffaut festival on at Alliance de Francaise. The good thing about doing a non-law placement is that hours are chill and you can cut from office whenever you want to. The place was full; it was quite surprising to know that there were about 80 other losers in Delhi who wanted to watch an old, foreign, black and white movie with subtitles. 400 Blows turned out to be a very enjoyable experience. The film tells the story of Antoine Dionel, a 13-yr old kid coming to terms with the world around him; he bunks school to go for movies, lies to his teacher that he couldn’t come to school because his mother died!!; steals a typewriter from his father’s office and gets caught when he is trying to place it back etc.

The film is supposedly largely autobiographical, with Antoine’s character based on Truffaut’s early deviant childhood, before Andre Bazin took him into the fold. Antoine even worships Andre Bazin’s photograph and lights a candle in front of it everyday (in one of the scenes, the whole set up catches fire due to his carelessness). The real life story of Truffaut is quite fascinating and makes for good reading. He was one the few who made that impossible transition between the critic to the director. He made his name as one of the early, regular contributors to the Cahier du Cinema, the French magazine started by Bazin, responsible for fostering the theory of the auteur-director (i.e. director is the author of the film).

400 Blows is considered one of his best works and forms the first part of a five film series (I’ve seen Bed and Board and Love on the Run. Made ten years apart, the two follow Antoine through his adult married life, living in a small French house, having a kid, splitting with his wife, having an affair with a Japanese woman, apart from other random things. In fact, Love on the Run seems to be mostly a collage of the beautiful scenes from the four previous movies). The last scene alone in 400 Blows is enough to know the genius of the man. In one of the longest tracking shots that I’ve seen (and certainly one of the best along with the opening shot in the The Touch of Evil and the ones in The Shining), we see Antoine run away from the juvenile home; the camera follows him as he runs off the road, and towards the sea and the film ends with him standing on the shore looking somewhere far off. It is one the most moving films I’ve seen.

The very average The Woman Next Door followed 400 Blows. I don’t remember much of it now; it was about an adulterous affair; a happy family is destroyed from the husband’s long forgotten ex-girlfriend moves into the next house with her husband; old flames are rekindled and the regular stuff happens. Not a shade on 400 Blows.

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A day at a stock broker’s office

I was in Bombay in January 2005 to work with a stock broker, an acquaintance of a friend of mine. I had heard and read about Dalal Street in newspapers and there was some kind of aura around it in my head. I thought it would be something special; maybe with lots of people shouting outside the tall building like in the photographs newspapers print after every stock market crash. It turned out be a very ordinary looking street with loads of random people hanging around.

The broker, a laid back but sharp, wealthy, BMW-owning Gujju patiently sat and explained to us (my friend and I) how stock market worked and how stocks are traded online. He told us what the different things on the trading terminal meant and showed us a few trades. His sermon was interrupted by various calls by his customers to place trades and what struck me was that he began are conversation with us at the exact word he left off before the phone call. It sounds trivial, the accuracy struck me as uncanny. No “hmmm, what was I saying?” type pauses.

I think on 21st Jan or somewhere around that date, the Supreme Court was deciding the fate of ITC regarding the humongous tax obligation case filed against it by the tax department. As it turned out, the judgement went in favour of ITC at ten thirty a.m. in Delhi, and right there in front of us the ITC scrip shot up. It did I think from around Rs. 830 to Rs.1390 before settling at around Rs.1310 at the end of the day. Our man, the broker, “bought” around 25000 shares at Rs. 1320.23 and sold them within 25 seconds at Rs. 1322, making a neat profit of Rs. 44,250!!! That’s equal to what lawschoolites earn in a month!! He looked at us, smiled and said, “Looks easy, no? But the key is knowing when to stop. Because if you don’t, to kab pant utar jati hai, pata nahi chalta”. Lots of people did burn their fingers later in the day playing with the ITC scrip when he came down from Rs. 1390 to Rs. 1310 at day end. All this set me thinking about the need for stock markets, or rather allowing day trading of scrips on stock markets. I can understand that stock markets help raising of capital, but what is the purpose of day trading? Even if trading is to realize the real value of the company, why are people allowed to buy and sell shares that they don’t own? (I think earlier settlement used to be every alternate Friday, though now you can’t extend your ownership beyond the end of the day without actually paying for the shares). So is it at the end of the day informed gambling? I asked a few people about day trading, but couldn’t really get any convincing answers. One thing which I learnt is that it is much better to have a terminal of your own (or sit at your broker’s terminal) to day-trade and make a tidy sum, i.e. after taking measured risks.

That Bombay trip, though short, was memorable for another reason too. The Kala Ghoda festival was on and they were playing some free movies. I didn’t care what they were playing. Saw FREE and went it. The movie was called the Last Waltz. I entered and sat and there was a long scene shot from inside a car and outside. The camera placed (rather fitted) next to the side of the front bumper, camera from the driver’s perspective observing people on the road. This has to Scorsese, I told myself. In two minutes, the title sequence began and it was Scorsese!! Being a huge admirer of his, it was quite a high to recognize his signature style film making in one shot. The shot was quite similar to those he shot in Taxi Driver (1976). The movie however was very different from the typical gangster-obsession-DeNiro Scorsese– it’s a cult movie with live performances by various rock bands.

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Fountainhead

I read about Mark Cuban today…He’s this ambitious self-made guy, who’s now the owner of the Dallas Mavericks NBA basketball team apart from doing some other interesting things in life. But what really endeared the man to me was the following statement quoted in Slate magazine (the article asked some important people about the books which changed their life – mostly they were authors citing books I hadn’t heard about), “The Fountainhead was incredibly motivating to me. It encouraged me to think as an individual, take risks to reach my goals, and responsibility for my successes and failures. I loved it. I don’t know how many times I have read it, but it got to a point where I had to stop because I would get too fired up.”

God knows I felt like him when I read the book. It’s a pity that I’ve rarely clearly articulate my goals to myself (even most people I talk to are confused about what they want to do with their lives). But the book is something…I wished I had read it earlier in life – made me feel at home about a lot of things (I read it in my third year of law school…had been put off by its size for a long time)…Howard Roark was the man to be, or rather the man you couldn’t be…The character of Gail Wynand is easier to relate to, and I did…

More recently, I read the Atlas Shrugged…didn’t really like it…lots of people like it more than the Fountainhead…but for me only the Fountainhead worked…I guess since the philosophy behind the books is essentially the same, you’d like the one you read first…

I’ve spoken about the book with lots of friends…very few seem to like it…one of them “found” his Dagny Taggart in one of his classmates, and saw himself as John Galt/Rearden… One of them felt that it’s too much propaganda; don’t know whether to agree or disagree. But I did intuitively agree with author’s views – it seemed that someone totally made sense. Hopefully life will make sense too, soon.

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A beginning..

There are various reasons why people start a blog…some like to write, to express themselves…some just want to share their experiences with others…some even write about specific things…some just type some goss for others to read…

My reason? I really don’t have one….

In fact, I don’t like the idea of a blog: a diary which anyone can read…I’ve never written a diary in real life, so why online, where anyone can post comments, circulate it and do what they feel (i.e. if anyone reads it in the first place); though blogs are now mostly impersonal journals for views/angst ridden rants etc… Then having something to write regularly is a big pain…like what from the regular drudgery of law school life can you pick out for others to read…”I woke up late, missed one hour, got proxy for it, walked out of the other three hours, ate lunch, slept, don’t know what happened till late night, and then slept again”…it’s amazing how much free time we have here in law school – its supposed to be used constructively…and maybe I am doing that right now 🙂

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