In Conversation with C.V. Raghu, Group General Counsel, Samvardhana Motherson Group

Mr Raghu, would you take our readers down memory lane and share with us how this illustrious journey towards excellence in law began?

It has been a short story with a very humble beginning. I remember, when I started as a young counsel, there were no typewriters. In those days, everything used to be handwritten. Today, technology plays an important role in all our life and the profession has evolved over the course of my career. 

I think for a general counsel, it is very important to have the highest degree of integrity. if you are working in a corporate, there you have to have financial integrity but more important is the ethical integrity. Integrity in work, Integrity to the decision making that you do. 

At the end of the day, as general counsel, you are the custodian of the shareholder’s interest and the stakeholder’s interest, and that perhaps, it is the only responsibility that a general counsel has, rest all are peripheral to a general counsel's role. 

I started way back in Unilever and it was a fantastic experience. I then moved on to American Express and gained international exposure. I used to manage 7-8 countries. 

There comes a time in life where you think that you hit the ceiling and want to try something on the entrepreneurial side. So, I joined Max group as the Group General Counsel and spent 7-8 years there before joining Motherson in my current role.

That’s in brief my journey of 30-31 years of experience. 

The interesting thing I have seen is, the way the general counsel role has evolved over period of time.  When I joined as a law officer in Unilever, my folks used to think that I couldn’t do anything in life and that’s why I joined as a General Counsel. But, the reality is that it’s a very different line, it’s a very specialized line and I think the general counsel' complement the external counsel.

Thank you for sharing briefly about your illustrious journey with us. Would you please share any interesting transactions from the treasure trove of your experiences.

I can start off way back when people never thought about mergers, acquisitions. I was lucky to be part of that Concho merger in 92- 93. I was just about one and a half years into practice. Those days it was all paper, so we were all clubbed into a guesthouse where four to five days we were not allowed to move out because of confidentiality. Everything had to be done inside. There was only one landline, in which the senior most designated person could speak to the other party, and in five days flat, we were able to draft the shareholder agreement. I remember it took me half a day to shred all the other drafts. So, from that stage, today we are in a world where I do, at least if you know about Motherson, we are a very acquisitive company, at any point in time I have close to about 20 to 30 M&A transactions on my table, and I don't have to travel as we do everything online. 

We do negotiations online, and all that. But the takeaway is that it's important for the General Counsel to have a serious eye for detailing, because when you're doing multiple transactions, the management relies on you and the manager can have selective amnesia. If something goes wrong, they will hold it squarely on you. So, having said that, The management reposes trust on you and the promoters.

Rightly said, Mr. Raghu, what is it that strikes you the most about a GC to be on your team?

Honestly, I think as I said, integrity is the topmost thing for me. I don't really care whether the person is a brilliant person or above average. Finding people with integrity is actually a challenge in today's world. People and particularly the younger generation wants to move the ladder too fast, too soon and end up in a trash. The idea is that you build the blocks carefully and build it well, and then you can grow on that. 

The second thing is that a General Counsel role has evolved as a separate career. It is not that somebody can just step in as a General Counsel for years and come back to litigation and go back again to a career as a GC. It doesn’t work like that. 

It involves managing people and time, day in and day out. It is a very difficult, and it's an art that you need to learn. You must have heard this cliché, that GC’s have to be enablers, it's easier said than done. What is enabling, you just don't know. You got to really get into the skin of a business person to understand where he's coming from. So, I have always believed that the learning curve in companies is much faster because if you really want to know your job, you actually get to know the business much better than even the business guys. 

Ms. Ashima Ohri:  Yes, Mr. Raghu, and when you speak of this, I am interested in asking how different are the ground realities from the compliances that we see on the book, we can have ten checklists, things that this is what an organization is supposed to do, this is what the new regulation is and we have one too many, but when it actually comes to executing then like you said nobody gets up thinking that we're not going to be compliant, we want to be, but how difficult is that journey from wanting to be compliant and being compliant.

So, a very interesting question and I can relate to this question very well because I have seen different facets of business. it's not that the Indian entrepreneurs really want to do something wrong. I think what happens is that they've grown from a very small scale to managing a large scale business and they're surrounded by people who have historically been in the business of doing it the other way around. So, penetrating that circuit is your biggest challenge. 

Once you penetrate that circuit, and you are in direct contact with the promoters, or whoever are the decision makers, life becomes very easy. The message at the top level has never been vague. The promoter driven companies have been evolving. I think some of the things that the promoter companies do having a quick evaluation, quick decision-making, that decision making is so fast that I can’t tell you. People think that decisions are made quickly without getting into depth. No, they go into as much depth as others but the decision- making is much faster than what multinationals can ever imagine. 

I think the Indian industry is 40-50 years old so, you have to grant it to them that they will evolve. It's not that you don't have companies anywhere in the world which are not corrupt, let's be very clear. 

The biggest corruption cases come from Japan and the US and the UK so it's not that we are outliers. We are actually getting there and we will get there. 

What would be your parting advice to young inhouse professionals

People should not take stress for work, that's what I believe, because what will happen, whether you're there or not there, somebody else will do it but what you need to do if you're doing a particular activity is that you must do it with all your focus and contribution. I keep telling my team, that if you're doing four jobs, you do two jobs. I'm happy with two, but as long as all the two are done perfectly, I'll handle the balance two, not a problem. But the problem is that people tend to do ten jobs and screw up all the ten, that's the problem.