In Conversation with Jyotsna Sharma, General Counsel, Rario
Formative Years
Jyotsna, would you please take us down memory lane and share with our readers what motivated you to pursue law as a career?
Like most school students, I went through career counselling sessions and quizzes. Basis my aptitude and inclination, these sessions and quizzes indicated that I would be a good fit for journalism or law, and the choice was evident between the two. I chose law because (a) I thought it would be a great way to use my skills in languages, communication, and debating in the best way; (b) I am an organized and analytical person and wanted to work in the field where I had much interaction with others; and (c) dynamic nature of law, that reflects/keeps up/follow the changes of society and technology.
Tell us about your life at Guru Gobind Singh Indraprastha University. Did you face any hindrances in creating the right opportunities for yourself courtesy of your non-NLU background?
Life during law school was great considering we were day scholars and could live with family. We would often step out after classes would get over to have a meal, or generally for exploring the city. I feel Delhi as a city has so much to offer in terms of history, food, culture, and heritage. There are monuments of historic significance in every nook and cranny. It made me interested in reading more about the history of India and today I am a history nerd.
I am also very grateful for my alma mater; studying in Delhi gave me a proximity advantage over NLU students. I also had immense support from my teachers. However, I would agree that it was slightly challenging to get good internships during summer vacations when NLU students would apply to intern in Delhi law firms; I suppose being ambitious and relentless helped.
I used to prepare a list of law firms and teams that I wanted to intern with, and I used to regularly write/ follow up with their HRs and sometimes associates for internship opportunities, and sometimes, I would succeed.
Living in Delhi helped me get internships during college in session, which most NLU students could not do being outside of Delhi. By the time I was in the final year of law, I had a bunch of good internships on my cv, and before my last semester, I had landed a job at a good law firm. To sum up, it was slightly intense but not impossible to go after what I wanted.
Work at Rario
You are leading the legal function and policy matters at Rario. Tell us a bit about the company and your role as a General Counsel in a company attempting to merge cricket fandom and NFTs.
Rario is a cricket fandom powered by NFTs; we are a lean but robust team of professionals, each coming from a stellar background.
As far as merging cricket with NFTs is concerned, we must look at cricket – the sport. In this country and many others across the globe, cricket is more of a religion, and everyone has an opinion on the game of cricket and cricketers. With Rario, fans can own their fav players’/ teams/leagues' NFTs and use them across multiple utilities or choose to sell those on the marketplace.
Generally, when it comes to sports, fans feel so strongly about their favorite player or team that they interact with them in every way possible. Engagement ranges from watching or attending live games, buying merchandise, or attending signing events. Fans want to get closer to their favorite teams and players, which presents athletes, sports teams, and leagues with opportunities to generate additional revenue. With Rario, we are taking fan engagement one step further, where we are integrating fandom with metaverse and utilities to it.
As GC, I work closely with all the vertical heads and our investors; it’s much learning on the job, especially in the web3 and gaming space. I am constantly fascinated with the technology and what our team collectively manages to deliver; I and my team support them wherever required.
Expert insights
What’s your take on NFTs? Do you see them creating a win-win situation between technology and law?
I am bullish on the future of web 3.0, especially NFTs, and I believe almost everything will be on blockchain sooner than later, be it your banking, real estate records, proof of ownership of art, etc. A blockchain is a decentralized, distributed, and public digital ledger that records transactions across many computers so that the record cannot be altered retroactively without altering all subsequent blocks and the network’s consensus.
Broadly following are the kinds of NFTs in existence right now:
NFTs are smart contracts on the blockchain, and it is more fascinating for me as a lawyer because I have spent one and a half decades looking at contracts. A smart contract is a program stored on a blockchain that automatically enforces specific actions once predetermined conditions are met. In a decentralized system, two parties can interact by replacing the intermediary typically needed to facilitate transactions with a smart contract. Blockchains have used smart contracts to facilitate transactions and automate processes – which was historically done through lawyers and central authorities.
Further, copyright and NFTs are intertwined. The underlying work in an NFT is protected by copyright, which can be retained by the author or transferred to the holder of the NFT. This is like how copyright in a conventional piece of art may be transferred to a third party. That said, copyright transfers must be in writing, and whether a smart contract is written for the copyright act is not a settled legal issue, and we all in web3 space are waiting to see how the law evolves on that.
Enforcement is a grey area regarding NFTs as our laws are not equipped to handle issues surrounding the blockchain and NFT ecosystem. What would be your wish list for making a robust regulatory framework for something as dynamic as NFTs?
See, laws are evolving and trying to keep up with emerging technology. There are significant uncertainties about what substantive law will govern the sale. The Sale of Goods Act, of 1930 governs only sales of tangible property. Digital art is not tangible. Courts have increasingly applied principles of good faith, fair dealing, conscionability, and commercial reasonableness to avoid results that seem (to the particular court) unfair or harsh. This suggests that sale contracts in the NFT area should be drafted with extraordinary specificity and reasonableness.
Considering that I also lead public policy for Rario, most of my time is spent in discussions on strategizing how to explain NFTs and how it is different from crypto - as people are still learning about the technology and a lot of it is technical jargon for the masses. From what I have experienced, government officials / and policymakers are open to hearing us out and learning more about the technology so the laws/ regulations can be drafted keeping web3 businesses in mind. The response so far from the government officials has been positive.
With the PDP bill withdrawn, how are in-house legal departments handling compliances around the aspects of data privacy and data security?
Last year, I took a course at LSE to study international data protection laws. I have been fascinated with the nuanced approach lawmakers have taken globally, regarding consumer data protection. We at Rario have drafted our internal and website privacy policies, keeping the most stringent data protection laws and best industry practices as benchmarks. I am reading in the media that the new data protection bill is almost ready, and it will augment the efficient usage of data by the industry. I am looking forward to the bill being made public. In the meantime, we fully comply with CERT-In directions issued by MeitY for all Indian users over and above the privacy policies.
D&I in corporate legal teams
What is your definition of diversity and inclusion? What would be your suggestions for ensuring diversity and inclusivity in corporate legal teams?
For me, diversity and inclusion are interconnected concepts that refer to the variety of unique individuals that make up a group of people and the environment that allows them to work together as equally valued contributors. Workplaces prioritizing diversity and inclusion efforts have been statistically proven to be safer, happier, and more productive work environments. My suggestion to hiring managers would be to:
In-house departments of the future
How do you foresee corporate legal departments changing with the emergence of AI?
As previously mentioned, I am bullish on all emerging technology; AI becoming part of any function will increase productivity and reduce time spent on mundane tasks. Legal departments or even law firms are not absolved from this.
Lawyers generally are the last ones to adapt to new technology. I still know that some lawyers still prefer to work on desktops and are rigid about using technology. I feel that AI has the potential to transform how lawyers work. Already, machine learning – a type of AI – is used for legal research and for pilot programs attempting to predict litigation outcomes. AI is helping lawyers automate repetitive tasks – like drafting lower-exposure or lower-liability agreements like NDAs. AI also empowers in-house counsel in areas such as predictive coding, saving attorneys time by using samples of data to identify relevant documents in connection with e-discovery requests. The bottom line is that whether we like it or not, technology is here to stay; either we keep up with it and focus on minimizing time on repetitive work, or it will become obsolete.
Book recommendations and advice to new age lawyers
Having worked at leading law firms and in-house teams of reputed organizations, what will be your piece of advice for aspiring and young lawyers looking to make a career as In-house Counsel?
My advice to young lawyers wanting to move in-house would be to spend a few years in a law firm to learn the basics of drafting, advisory, and negotiation. Often in big companies, lawyers are hired to do very specific work, e.g., product counsels/privacy counsels/ employment counsels have very clearly defined roles and responsibilities, and they often don’t overlap; therefore, working in a general corporate team or even a transactions team to start with is beneficial. My second piece of advice would be to start with a smaller in-house team, so one can get an overall experience of how the company's business is done. Once you have a deeper understanding of the business, the advice given would be apt.
Would you please recommend any book that has left a lasting impression on your mind?
Atomic Habits by James Clear is one book I ask everyone to read; it helped me structure good habits in my daily life and keep the bad ones out. We all are creatures of habit, and it’s essential to inculcate better ones. Another book I would like to recommend is Deep Work by Cal Newport. The book is about how to perform in a state of distraction-free concentration that push your cognitive capabilities to their limit.
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