In Conversation with Umakanth Varottil Faculty of Law at the National University Singapore (NUS)

Umakanth Varottil is an Assistant Professor, Faculty of Law at the National University Singapore (NUS). He had completed his BA, LLB. (Hons) from the National Law School of India University, Bangalore. He then completed his LLM from the New York University School of Law, and his Ph.D. from NUS. His doctoral thesis is titled Corporate Governance in Emerging Economies: Role of the Independent Directors.

Umakanth specializes in corporate law and governance, mergers and acquisitions and corporate finance. While his work is generally comparative in nature, his specific focus is on India and Singapore. He has co-authored two books on Singapore law and practice, published articles in international journals and founded the Indian Corporate Law Blog. He has also taught on a visiting basis at the Fordham Law School, New York, University of Trento, Italy and at various law schools in India. He is the recipient of several academic medals and honours.

Prior to his foray into academia, Umakanth was a partner at Amarchand Mangaldas, a pre-eminent law firm in India. During that time, he was also ranked as a leading corporate/mergers & acquisitions lawyer in India by the Chambers global guide.

Live Law: Mr. UmakanthVarottil, everyone knows you as an expert in Company Law. How would you like to showcase yourself to the entire legal fraternity? Also, please give us an insight about your hometown and your school life?

Mr. Umakanth Varottil: Professionally, to describe myself in one phrase, it would be “a corporate law practitioner-turned-academic”. The journey to this phase began in Bangalore, where I grew up and did most of my schooling (except for three years that I spent in Mysore in boarding school) all the way until graduating from law school. I had the opportunity to attend fairly good schools where I not only obtained excellent education but also inculcated traits such as some level of discipline. These have certainly stood me in good stead later on in life.

Live Law: When and why did you decide to study law? What was your back up or Plan B other than law?

Mr. Umakanth Varottil: To be honest, the idea of studying law arose in my mind only at the end of my 10^thstandard. Until then, I had decided to leave all options open, including pursuing medicine and engineering. Although my late father was a lawyer practising in Bangalore, he did not persuade me to join the profession at the outset, and wanted me to make up my mind on my own. It was during my pre-university education that the National Law School, Bangalore was established creating a substantial curiosity factor within the legal circles. My father, who had heard about the law school, advised me that this could potentially be one of the options. That was a turning point, which got me more focused on law as a career option.

Plan B was to become a chartered accountant, as I had chosen the commerce stream for my pre-university education. Strangely enough, those were the years when law was not the preferred career choice. In fact, even after I obtained admission at the National Law School, my pre-university teachers asked to meet me only to pose a barrage of questions and concerns about my career choice. They asked why I would risk my career by choosing law and if I should rather not be taking up a more stable career in accounting. Of course, now the tables have turned.

Live Law: Please share experience of your college life at the National Law School of India, Bangalore? How and where did you manage to intern? Did you moot? What else you have done in your college life apart from studies?

Mr. Umakanth Varottil: Life at the National Law School, Bangalore was a memorable experience. The early years were spent being introduced to various legal concepts and terminologies that were unfamiliar. Also fascinating were the novel teaching methodologies employed by the professors, especially the Socratic method and the group teaching method. These enormously stimulated our thinking process and analytical abilities. I continue to cherish to date the interactions with professors and fellow students and the relationships forged with them.

As for internships, in my initial years I worked with two law practices in Bangalore, primarily on litigation. In my upper years, I interned with an Advocate-on-Record at the Supreme Court, which was a wonderful learning experience, including by observing the workings of the Supreme Court and also the skills of some of India’s leading lawyers. My final internship was with Amarchand Mangaldas, which also naturally had some influence in my embarking a career in corporate law.

I did participate in moot courts to a limited extent, but didn’t do very well at it. It is altogether ironical that I have spent a lot more time and effort both while in law school and thereafter in drafting problems and judging moots rather than participating in them. Metaphorically speaking, it is like an umpire in a sport who has almost never played the sport.

Live Law: When did you find yourself attracted to Corporate law?

Mr. Umakanth Varottil: In the initial years of law school, at least during my time, the more fascinating subjects among students were constitutional law and international law, with the latter being due to the influence of moots. However, after completing the Corporate Law courses in law school, I began to take to the subject. This was followed by some upper level seminar courses such as Law & Financial Management, while helped develop this interest further. However, it was only after I began my legal career with Amarchand Mangaldas that my interest in corporate law became further entrenched. While I had the benefit of obtaining some of the theoretical background in corporate law in law school, I was able to experience its operation in practice at the law firm. Two individuals have significantly influenced my interest in corporate law: Prof. M.P.P. Pillai who was my corporate law teacher, and Mr. Cyril Shroff, Managing Partner, Amarchand Mangaldas who was my senior and mentor during my career in legal practice.

Live Law: At what point of time, did you decide to pursue LLM.? What made you to go New York University School of Law? How should one go about choosing a university? Did you manage to get a scholarship?

Mr. Umakanth Varottil: My trajectory towards an LLM is somewhat unusual as I decided to pursue that path quite late in my career, after 11 years in practice. However, this was also beneficial in many ways as it provided an opportunity for me to revisit in an academic sense some of the issues that I was constantly engaged in during practice.

I chose to go to the New York University School of Law (NYU) due to its strong focus on corporate and securities laws, and also its international outlook. The added attractions were that I received a full scholarship, and also that the University was situated in New York, an international financial centre with greater access to corporate law firms, accounting firms and other financial intermediaries.

There are a number of variables when it comes to choosing universities to pursue an LLM. Alas, there is no straightjacketed formula. One significant consideration would be the area that a student would like to specialize in. Some universities are known for certain specializations. Related to that would be the availability of well-known professors who are experts in the field. Another consideration would be the countries or jurisdictions. There could be a number of reasons for choosing the US, UK or Asian jurisdictions such as Singapore or Hong Kong. Job prospects and ability to enroll in the local bar are some such. Finally, the availability of scholarships and other forms of funding would be relevant.

Live Law: You have been a senior partner at Amarchand Mangaldas. What does being a partner at a big law firm like Amarchand entail?

Mr. Umakanth Varottil: My decade-long association with Amarchand Mangaldas provided me with the opportunity to work on cutting-edge transactions and structures. It also put me through a steep learning curve. My experience as a partner though required me to develop additional skills. For example, after spending my formative years in Mumbai, I later on moved to head the Bangalore office of the firm. Building and nurturing this office with a team of energetic and talented lawyers and ensuring that they fulfill their potential, has been one of the most gratifying experiences of my career.

Being a senior partner at a law firm requires skills such as effective team management, delegation with adequate supervision, and more importantly, constant mentoring of team members. Apart from knowing the technical aspects of the law, senior partners are also required to obtain a better perspective of market practice on several issues, advise clients on risk perception and also act as a “trusted advisor” to clients. Maintaining and managing client relationships is also an important component of the role. Intriguingly, lawyers are not formally trained to become managers, but they are required to adopt that role upon attaining a level of seniority and to learn the ropes along the way. Law firms are not only increasing in size, but they are beginning to resemble corporations, and they therefore have to be managed and governed as such.

Live Law: What made you to leave a top notch firm of India when you became partner as early as in the year 2000?

Mr. Umakanth Varottil: The reason I left legal practice was to pursue a career in academia, in which I had acquired an interest by then. While I was at Amarchand Mangaldas, Bangalore, I also began teaching a seminar course on a visiting basis at the National Law School. The often intriguing “out-of-the-box” questions posed by the students during my interaction with them set my mind thinking beyond the questions faced in practice. I was fascinated by the basic foundations of corporate law and policy level issues that I did not have the wherewithal to spend inordinate amounts of time on in practice. This experience, coupled with my general interest in the theory of corporate law and regulation motivated me to take up a career in academia on a full-time basis. Partners and other colleagues at Amarchand Mangaldas were (and continue to be) very supportive of my career in academia.

Live Law: From a Partner at Amarchand and Mangaldas, India to the Assistant Professor at National University of Singapore, was this was a pre-planned action or you just grabbed the opportunity to join this university? Isit true that teaching is the last resort for a law graduate?

Mr. Umakanth Varottil: My move to an academic career meant that I had to obtain a masters’ degree and a doctorate as well. Therefore, after doing my LLM at NYU, I decide to pursue doctoral research at NUS. The move to Singapore was only for the sole purpose of doctoral studies. However, through a fortuitous turn of events at the end of my doctoral research, I applied for and obtained a teaching position at NUS. My experience teaching and researching at NUS has been truly exhilarating.

In my view, it is no longer true that teaching is the last resort for a law graduate. Although it has been generally difficult to attract many people to embark on a teaching career, that is changing slowly but surely, especially in India. Several legal academics in India that I know have made conscious career choices and are excelling at it. A number of the brightest students at very early stages of their legal education have indicated their interest in the single-minded pursuit of teaching as a career. These are welcome signs.

Live Law: You have been a judge at several moot court competitions in India. Please share your experience of judging. What is like sitting behind the bench and judging? How was the experience? What do you look in a mooter? How do you find the Indian students?

Mr. Umakanth Varottil: Judging a moot is quite an intensive exercise, but also an enjoyable one. Judging is not as easy a task as it appears. In order to extract the best value out of judging, it requires the judge to have some level of expertise or understanding in the subject matter of the moot. The judge ought to be thorough with the facts in the problem and also the law involved. Often, there are several issues interspersed with each that need to be unraveled logically and clearly. More than anything else, judging requires both perseverance and patience, to be able to listen to arguing counsel, sometimes for days on end in selection rounds.

There are a number of characteristics that judges look for in mooters. These include an understanding and appreciation of the facts, knowledge of the law and legal principles involved, clarity and consistency in arguments that are logically structured and finally presentational skills and communication. It would help for mooters to clearly structure their arguments and present them logically. But, more often than not, judges endeavour to catch them off-guard, in which case they must be able to think on their feet and emerge successfully out of a sticky situation. Again, the ability to deal with questions patiently without being flustered is important. While arguing is the most visible part of the moot, the exercise goes much beyond that into the preparatory phase, including the research and memorial writing wherein the legal arguments take their shape. The ability to argue for both sides equally convincingly is another key trait for mooters to develop.

I do not have experience in judging mooters outside India, but I have been impressed with the several national level moots that I have judged in India. Often, the contests are quite closely fought with little difference setting apart the teams, which speaks to the high quality and level of competition in the Indian mooting scene.

Live Law: You have drafted many Moot Problems like NUJS-Herbert Smith Freehills National Corporate Law Moot Court Competition for the year 2011, 2013 and 2014.What according to you is the essence of drafting the moot court competition? Similarly, what is the main thing a mooter should keep in mind while cracking a moot problem?

Mr. Umakanth Varottil: Each time, I approach the task with some trepidation as it is usually daunting to draft moot court problems that come closest to real-life situations that are challenging, well-balanced and those that extract the talents of creativity and innovative thinking in young legal minds. But, the process of identifying the relevant legal issues, building suitable facts around them, and constructing controversies that enable a worthy legal battle has been a substantially rewarding experience. My goal is ensure that students are able to experience the current issues and legal debates in quite the same manner as practitioners so as to bring them on par with current developments in the field.

As for mooters, the key task for cracking a problem is to clearly identify the issues and controversies. Once that is achieved, building logical arguments for both sides would be important, for which research and the use of supporting material would be required. Of course, research can lead to infinite results, but the key would be then to narrow down the materials to the specific issues at hand.

Live Law: Okay let’s turn to the most important thing, The India Corp Law Blog. Please share the nuances of the Indian Corp Law Blog. How did it start, how did you get associated with it?

Mr. Umakanth Varottil:The idea of the blog came about when I was working on my doctoral thesis at NUS. The reasons were two-fold. First, I was looking to  pursue an interest in addition to my doctoral work: one may say for some sort of productive distraction! Second, and more importantly, I had a selfish motive - to use the blog as a medium to keep abreast of developments and deliberations on Indian corporate law issues as I was already away from India for a while by then.

To be honest, the blog was launched with very little, or almost no, expectations as to its future. Fortunately, I was soon joined by a wonderful team of collaborators, which enabled us to collectively keep up the momentum. The readership that followed was an entirely unexpected bonus. I do enjoy a rewarding moment when students often tell me that they found their interest and calling in corporate law by following the blog. I’m sure my collaborators will have similar experiences to share.

Live Law: You have been a guest lecturer at several places around the world. What according to you is the basic difference between Indian Law Schools and rest of the world?

Mr. Umakanth Varottil: In terms of teaching, I find the students in Indian law schools a joy to teach. They are quite motivated and eager to learn, and do not hesitate to engage in deep discussions on the subject-matter within the classroom and outside. If there were any advice to students in Indian law schools, it would be to immerse themselves in the literature and read the materials for a course in advance of the class and to use the contact time with the professors in the classroom to tease out nuances and engage in debates on the more controversial issues. The days of professors engaging in lecturing as a one-way stream to pass on knowledge and information for students to lap it up are far-gone. The emphasis now is on “flipped” or “inverted” classrooms where students engage in self-learning. It would be useful for Indian law schools to engage more in alternate forms of education.

Live Law: What are your expectations from National Law Schools across India?

Mr. Umakanth Varottil:The National Law Schools in India have done a wonderful job of radically altering the face of Indian legal education. However, the emphasis continues to be on teaching. One would like to see greater focus on research and influence in policy-making. Of course, this requires the availability of greater resources, including larger numbers of full-time research-oriented faculty members in various institutions. Globally, law schools are known for the research they produce in addition to imparting legal education, and it would be important for Indian law schools to move in that direction to operate further in a global arena.

Live Law: Your comments on Indian Corporate Law Practice.

Mr. Umakanth Varottil: Indian corporate law practice has seen a metamorphosis in two decades since the liberalization of the Indian economy in the last two decades. The flow of foreign investment, greater incidence of cross-border transactions and the growth the information technology sector have all made corporate practice significant in the Indian markets. The legal profession in India has also embraced this change though the growth of law firms as well as formation of several new ones. Corporate lawyers have also had to adapt to these changing circumstances quickly. But, this segment of the legal profession is still quite limited and there is considerable scope for expansion in terms of volumes as well as quality.

Live Law: Did you ever plan to come and stay in India and teach in one of the Law Schools if given an opportunity?

Mr. Umakanth Varottil: I do enjoy teaching in Indian law schools, and do offer guest lectures or short courses several times each year at various institutions. I expect to continue to be associated closely with Indian legal education.

Live Law: What are your future plans? What about the future of Indian Corp Law Blog?

Mr. Umakanth Varottil:I tend to take each day as it comes, and do not really have any major plans well into the future. At the same time, I continue to enjoy my work as a legal academic in the sphere of corporate law, and expect to be marching on that path. I suppose it is the same with the IndiaCorpLaw Blog, which is driven primarily by the passion that the contributors carry for the subject. It provides a useful medium for exchange of ideas in an open manner. I expect that to continue going forward as well.

Live Law: One message to all the students who want to make a career in Corporate Law.

Mr. Umakanth Varottil:My principal message for law students would be to obtain a solid foundation and theoretical grounding in the basics of the subject. Some of the current real-world issues sound very trendy and complex riddled with a lot of jargon, but all of them can be broken down into very simple ideas. The ability to see through the fluff and focus on the substance is important. Finally, corporate law is not all about profit-making and benefiting shareholders. Other stakeholders too are affected by corporate behaviour, which has a wider impact on society. Corporations too must have a conscience, and developing legal thought in this area ought to sharpen that further. Themes like corporate social responsibility and ethical considerations are likely to take on greater hues going forward.

Well thank you so much sir. May you get all you want in your life and live your life full of health and spirit. All the best!!

Shobhit batta is Student Reporter at Live Law.