In Conversation with Diwakar Agarwal, Partner, Stephenson Harwood LLP

Diwakar Agarwal is a corporate and commercial partner in the Middle East practice of Stephenson Harwood. He has a wide-ranging practice across the entire Middle East region and across multiple sectors.

Let’s turn back the wheel of time a little bit, Diwakar. You graduated from NLS Bangalore; would you please tell us about your college years?

I have to say that it was probably the best five years of my life. NLS was in its formative years; the batch strength wasn’t too big, everyone knew everybody. There was an element of informality and friendliness, and the friendships we forged then luckily continue to this day. I learnt not only law but so much more, and made so many meaningful relationships. 

Back in the day, I was part of the Law Review Committee and did a fair bit of editorial work, but for me, the most fulfilling aspect was working with several of my classmates and juniors in building the Recruitment Coordination Committee (RCC) at law school. Ours was the first student-body led recruitment process. RCC was a success as it all happened in 1996 when liberalisation was taking shape in the Indian economy and corporate firms were looking at hiring people.

And from what I understand, this model is still being followed. We, of course, were inspired by business schools, but it’s a matter of pride for me that we could bring that into the law school circuit.  

Fun fact! There were three of us who were leading RCC as a core committee: Hon’ble Justice Sunil Dutt Yadav, who is a sitting judge in the High Court of Karnataka; Pramod Rao, the General Counsel of ICICI Bank; and myself.  

Everybody who wanted a job, got a job. That itself was very, very gratifying for me.

Quite a legacy! And what a story. After NLS, I believe you joined the Big Five Arthur Andersen and had a brief time at Little & Co, in Bombay. Would you please tell us more about your time at these iconic firms?

In the 90s, with liberalisation, business law and corporate law emerged. During my tenure at law school, I found it more exciting to be on the corporate and documentation side than on the litigation side. So both options were there. Since Mumbai was the commercial hub of the country, I preferred to go to Mumbai and join Andersen, which was at that time the top firm. It is there that I learned the work ethic, client focus, attention to detail, and so on and so forth — things one needs to be a good lawyer.  I have been across the world and any time I come across Andersen alumni, it’s an instant bond. 

I joined Little, which was a rare move within my circle in 1998. It was one of the older firms, but wasn’t necessarily an obvious choice. However, the learning and exposure I got were excellent: I was working with seven partners there, all very senior, including Mr Dara P Mehta. Some of them have gone on to very senior roles in other leading firms all across the world—Bahram Vakil, Dina Wadia, Mr Kulkarni and Sandeep Mehta. I have worked with all of them. 

Is that what set you on the path to England after that?

Yes, although I did get admission to an LL.M program at LSE, I could not fund it at that time. Finally, I got the opportunity through the Chevening Scholarship. They had a three-month program for young Indian lawyers at that time, which was great. We went to study in England for six weeks and work for six weeks at a London firm, and got a good sense of English law and practice. The biggest point was that it was so similar to Indian law that you didn't feel out of place at all. Sometimes from a distance, things can look very complicated, but once I was there, I realised that I had studied exactly what other English lawyers were studying. Another good thing that happened there was that I qualified as a Solicitor. I saved the stipend I would get and it was a lovely period of my life, more so because my wife-to-be was from the same program as well. So, yeah, that worked out very well. 

Interestingly—in a way—your journey then to the Middle East has its roots in the Recruitment Coordination Committee of your college. Please elaborate on the story.

Yes, that’s interesting. So, back then, we were featured in a prominent business magazine article for RCC in ‘96. I was visiting my parents in the Middle East, reading a magazine at the airport, when I realised the editor of that business magazine, Mohana Prabhakar, was in Oman. On a whim, I just reached out to her and mentioned she had done a small piece on us in ‘96. Mohana is a very good friend now and the person to be credited for my move to the Middle East. She was the one who put me in touch with a gentleman called Sean Angle who is even today a partner at my current firm.

Another fascinating anecdote you shared with me offline was about Sean being the person who took a chance on you—it made for a very fair, ideal, worth emulating, yet unconventional a method of interviewing someone. Would you please share the details of this story with our audience.

I am still extremely grateful to Sean for that because, while I had an English qualification, I had not formally trained in London. I didn’t really have London experience—something most international firms look for. When one has gained experience in comparable firms, it becomes easy for other firms to benchmark candidates. Sean was very kind. He flew me down, we had a chat and he said, “well, you know it's nice to see what you're saying. But let's see what you can do. ” And he gave me a Joint Venture agreement. He just handed it over to me. He said, “I am working on this now. Here’s a report which will give you an overview of Oman law.” I had never done Oman law. And then he said, “you have 2-3 hours, have a read through and let’s just discuss.” Looking back, I think that was fantastic because it was testing capability. The interesting thing was that while it was under a totally different law that I had no idea about - so I had to familiarise myself with the laws for a couple of hours—I was still able to discuss my points since I was familiar with the fundamentals.

Interestingly, as I discussed the points, Sean started making notes and re-drafting the agreement based on my inputs. I think that was a good sign! It took me a while to finalise the details, but I think that started off a long relationship and since then, although I have moved firms, Sean has always been a part of that journey. Probably one learning from that is the importance of relationships. My move to the Middle East and into international law firms was a fortuitous set of events in some respect, but I think it’s the importance of relationships that really counts in this world and, in my experience, it certainly did. 

On that note, I'll probably go back to my law school for a minute. We had a brilliant professor, Prof. Pillai, who taught us not just the sections of the Companies Act and related legislation, but the fundamentals, core corporate concepts, the case laws and jurisprudence behind those provisions. The Middle East is a very different jurisdiction in terms of being a civil law system. It is different from common law, which is what we'd studied, but that learning helped tremendously. Once you know the core concepts, the statute just flows. When I was asked to read Oman law,  even though it was a brand new law to me, it didn’t feel that different. I knew every jurisdiction’s companies legislation has provisions relating to incorporation directors, management, transfer of shares, winding up, etc. They will vary in terms of the details, but you know the concepts.

Today, I do deals across jurisdictions, across the GCC and multiple offshore jurisdictions, and the UK, and I am familiar with all their company legislation. I am very grateful to Prof. Pillai and the education I got to focus on the right things.  

Would you please tell us about your role at Stephenson Harwood. How has Covid-19 impacted your practice?

My practice here is pretty wide. I do a lot of transactions and advisory work across the Middle East region. It is not as specialised a place so I do a variety of work in terms of corporate and commercial transactions and entry strategies. There’s also a lot of advisory work and commercial contracts at the same time. I also focus on the Middle East-India corridor and the Middle East-US corridor in particular. 

With Covid-19, there has been a change in perspective. You don't have that many meetings these days. There’s no surprise at all if you are suggesting a Zoom call instead of a  face-to-face meeting.

It doesn't matter where you are, and, in that sense, it's a step forward. It has encouraged flexibility in terms of working. Unfortunately, there are some businesses that are struggling, and some sectors are facing monumental challenges. It's a tough time. Yet, there are also opportunities, for example in the technology sector. I would say the Middle East technology space today is probably similar to what it was in the early 2000s in India, so you see a lot of funding. Businesses which are facilitating less physical contact are doing very well. 

How has the emergence of AI and LegalTech changed the legal landscape across the world? How can the new crop of lawyers match up? While AI is believed to take on the monotonous grunt work saving everyone the payable work hours, ensuring cost savings and increased efficiency for company legal departments, adding straight to their bottom lines…does it mean a lost opportunity for junior lawyers?

Well, let's put it this way. Lawyers are probably the last people to adopt technology. You tend to be more conservative. I still use print outs. But new generation lawyers often don't need to do that because they work equally effectively on the screen. That's just how they have learnt and worked. But AI and technology is something we all need to be open and willing to adapt to. 

While even we are using some tools and AI-software for document review and for generating first drafts of relatively standard agreements, can the document be used as-is for the transaction? Probably not, that's never the full transaction, is it?

But has your role changed? No, this doesn’t necessarily mean your role has changed, per se, just that it has probably become more focused because now you're devoting more time on the cerebral and strategic aspects of the transaction, rather than the administrative ones. While even we are using some tools and AI-software for document review and for generating first drafts of relatively standard agreements, can the document be used as-is for the transaction? Probably not, that's never the full transaction, is it? The transaction is all about the nuances, the negotiations and in tailoring them to your particular situation. Has it then taken away the role of the junior lawyer? Certainly not. It may have cut down certain monotonous parts of the job, but not the job itself, and there remain several opportunities to learn on the job in spite of AI.

In view of the emergence of LegalTech and AI around the world, other than good legal acumen, what are the other important skills you’re looking for in lawyers joining your team?

I think the fundamentals don't change. When we recruit, we do a test for people similar to what I went through. The key here is having a good set of fundamentals, a clear-thinking process, and adaptability. The Middle East basically has expat lawyers and there are a few local lawyers, but the vast majority of the legal fraternity are lawyers from across the world. So, it's essential to have that adaptability and an open mind. 

A good lawyer should know how contracts work, and even when it's in a new jurisdiction, those fundamental principles don't change.

Let's say in your home jurisdiction, you may know your laws and legal system like the back of your hand, but you should be able to translate that into the local scenario. It all comes back to clear fundamentals and concepts. A good lawyer should know how contracts work, and even when it's in a new jurisdiction, those fundamental principles don't change.

What have been some of the most memorable, complex, or exciting matters in your career?

There are some transactions, which are just great for the adrenaline of it. Sometimes you work on transactions where everyone works for 48 hours straight, and there have been a few of those. Then there are long drawn transactions which stretch for months and can get quite complex. Sometimes the personality of the client and parties are also memorable. I did a fair bit of celebrity work earlier on in my career, including working on a matter involving Saurav Ganguly, who was the Indian cricket captain at that time.  That was definitely a highlight!

What to your mind are the business realities and legal trends we should be ready for in 2021. And what would be its effect on the India-Middle East Corridor?

India and the Middle East are among each other’s biggest trading partners, even if we exclude oil.

The India-Middle East Corridor is quite interesting. India and the Middle East are among each other’s biggest trading partners, even if we exclude oil. So, there is a lot of interaction between the two. 

The business realities will change; you will see some tectonic shifts happening in the underlying businesses, such as in commercial real estate. The technology will increase, and when everything settles on the Covid side, you will see some sectors doing much better than others.

Healthcare and education are big sectors in the Middle East, with some serious private players now. What we will also see is a rise in e-learning and EduTech, and Indian tech companies will have a sizable role to play in that. Frankly, even now, technology companies and a lot of startups in the Middle East use Indian software developers or Indian companies for developing their software. So that trend is going to be there. I think 2021 will just be a big relief if you have a bit of a safe landing as far as Covid is concerned. The business realities will change; you will see some tectonic shifts happening in the underlying businesses, such as in commercial real estate. The technology will increase, and when everything settles on the Covid side, you will see some sectors doing much better than others.

What are your interests and hobbies other than work?

I spend a fair bit of time at work, but I also have hobbies. I try and play a bit of tennis with my son, and do a bit of yoga as well. I think it's important to keep a work-life balance, including having the discipline to not look at your phone all the time; it’s important to allow yourself to switch off from work occasionally.

Who are the people who have inspired you the most in this profession and how?

There are lots of people - friends, teachers, colleagues and family members - but if I were to name a few it would be Dr Prof. Pillai, whom I’ve mentioned earlier, and Prof. Mitra at NLS who is a visionary in many respects. Then there is my initial team at Anderson and Satish, and Mr Dara Mehta at Little & Co. When I first saw Mr Mehta in 1992, I was a second-year law student and the kind of personality he had was so impressive—very clear, very confident, not at all afraid to take a view. Sometimes you can be conservative, especially on the advice side, as a junior lawyer but he inspired and instilled confidence in others. And I think a lot of us, including a lot of the current senior partners in various other firms, have learned a lot from him. So he's been a mentor to many of us. And Sean, of course!

Thank you so much for speaking with us, Diwakar. On a final note, what is the one piece of practical advice you would give to someone starting out as a lawyer or looking to specialize in a particular field?

Focus on what you do as a law student, especially on the business side: it's not enough to know just the statute. I would encourage students to take their internships seriously because what you actually learn, or what you actually practise, is more than just an application of the statute. A lot of the corporate work is transactional work. 

More importantly, in your first initial few years, try and find the right mentor. Don't just go by firm or brand here. Find the right person to work under. Focus more on the learning and exposure you can get in the formative years, because that will make a difference. If you work hard and get the right exposure, things come through, there is no doubt about that.