SUMMER 1983; NEW YORK; 46th Street between Park and Lex. A young corporate lawyer is walking back from a client’s place to her office at 6 p.m., wondering if she has enough time to get home and change and get to a wedding at the Taj Hotel in Manhattan. Caught up in her thoughts, she hardly notices a man getting closer, till he snatches her bag and makes off with it. So far, so usual. Another New York mugging. Except, instead of yelling for help, the lawyer slips out of her high heels and gives chase. She catches up, snatches her bag back, and tries to hang on to the thief’s arm till a beat cop should appear. A passer-by offers help, and she gives him her bag so that both her hands are free. And then realises that the second man is also a thief, who is busy pocketing the contents of her bag. Unable to hold on to two men, she begins yelling till a cop arrives and arrests the thief she’s holding; the other gets away.
Thirty-two years later, I’m sitting in Zia Mody’s offices in Peninsula Corporate Park in Lower Parel, and ask her what was in the bag that made her risk life and limb that New York evening. A little cash, some IDs, keys, a compact mirror—“nothing of real value”, she says. “You took on two New York muggers for that?” I’m genuinely shocked. “It’s really not something I should have done, given how things could have played out,” she tells me with a rueful smile. But the glint in her eyes tells me that Mody is not likely to give up easily, whether it’s a workaday handbag—or her law practice.
Set up in 2004, Mody’s AZB & Partners, is among the younger big-ticket law firms. Competitors are decades, even centuries older: Khaitan & Co. dates back to 1911, Amarchand & Mangaldas & Suresh A. Shroff & Co. (now split) goes back to 1917, and even J. Sagar & Associates, a relative newbie formed in 1991, is some 13 years older than AZB. Competition has become intense, particularly in the recent past after the big Amarchand split; and where there was earlier one Amarchand in the fray for business, today there are two. “We are [all] competing for clients and that’s the way it goes,” Shardul Shroff, who now heads Shardul Amarchand Mangaldas, told reporters when the big firm was split between him and brother Cyril Shroff.
What gives the older companies greater heft (and a far longer association with India’s storied conglomerates) is that they are backed by generations of family history; Khaitan is still a family firm, even though the number of professional (non-family) partners and associates is far greater than family members. The same with Amarchand, which despite the split, still stays with the Shroff family. AZB has no such history to fall back on, although Mody herself could have joined her father, the legendary former attorney-general of India, Soli Sorabjee, back in the ’80s when she returned to India. That she chose not to, and actually appeared against him a few times, is a story for later.
MODY AND HER PARTNERS don’t want to make AZB into a hoary family firm. But is there a legacy they want to leave? The partners want to leave a strong firm, not one run by family. “AZB is neither Ajay Bahl, nor Bahram Vakil, nor Zia Mody,” says founding partner Ajay Bahl, the A in AZB, who runs the Delhi arm. “It is a group of talented senior partners giving the best years of their lives, who are led by the three of us.” It’s not as if there isn’t a next generation in the wings—Mody’s daughter is a lawyer abroad; Vakil’s son is a law student, and Bahl’s son is already an associate at AZB. Mody’s husband, Jaydev Mody, says that their daughter may eventually come back to India, but will likely set up her own firm rather than join AZB.
The thing is that AZB has, for long, been associated with Zia Mody alone, a ‘key-man syndrome’ seen in many of the big law firms. At Khaitan & Co., despite claims of having avoided this syndrome, Haigreve Khaitan is the undisputed man in charge; at the two Amarchand Mangaldas companies, the Shroff brothers are in control. To that extent, Vakil and Bahl seem to be merely names on the AZB letterhead. Which would not be doing them justice. Bahl, who runs the Delhi operations, for instance, has overseen major deals such as Bharti Airtel’s acquisition of Zain for $9 billion (Rs 56,853 crore at current rates), Fortis Healthcare’s acquisition of Parkway Holdings for $685 million, and Bain Capital’s $700 million investment in Hero Corp.
Amit Chandra, managing director of Bain Capital, says he keeps going back to AZB because the teams under the founders “are technically savvy—and deliver”. At the same time, what makes the big guns in corporate India happy is the fact that Mody is always available to them. Take Cyrus Mistry, group chairman of the Tata conglomerate. Mody’s accessibility round the clock is “a huge value-add—and something that no one should ever take for granted from their lawyers”, says Mistry. The fact that the otherwise extremely reticent Mistry, who hasn’t done a single media interview, agreed to talk to me about Mody on record tells me clearly that her name opens doors.
Mukesh Ambani, the similarly inaccessible chairman of Reliance Industries, also agreed to talk to me about the lawyer he calls at all hours to discuss deals or problems. (Context: Almost every media house has trying to set up a meeting with Ambani for the past five years, but he has given few appointments to reporters.) “She’s much more than just a lawyer,” Ambani tells me, adding that he has dealt with Mody for at least 20 years now. She has, he adds, “the ability to distil a business issue and offer an integrated global, social, and sustainable view. And she’s blunt about it.”
That bluntness has won Mody the dubious reputation of being irascible, something Jaydev Mody says may well be true. But, he adds, that she is short-tempered, aggressive, and pushes too hard are facts that most people know when they join her. “Perhaps they even enjoy being part of a challenging work environment,” he says. Mody agrees that she tends to “get upset” and raise her voice when she thinks silly mistakes are made. But it’s not such a bad thing either, she says, because when the name on the office door is yours, and the buck stops with you, you have the most to lose.
I ask Darshika Kothari, AZB’s equity partner, what she thinks of Mody’s famed temper. Kothari claims that her boss has actually mellowed over the years. She also adds something that most people I meet in the AZB offices later agree with: that behind the sound and fury lie affection and concern. Others in the AZB office tell me about a junior partner whose mother had been diagnosed with cancer; the junior was a moderate smoker, and would take cigarette breaks in the stairwell of the AZB office. Whenever Mody saw him puffing away, she would erupt: “You *bleep*. Don’t you have any *bleep* shame? Your mother had *bleep* cancer, and here you are, *bleep* smoking.”
IT'S NOT JUST hair-trigger temper and tough love with her team. Zia Mody is one of the sharpest legal brains in the country, and more, is not afraid to give clients her views, “even if it’s not what you want to hear”, Ambani tells me ruefully. That’s not what most lawyers do, especially given how everyone seems to be gunning for the same marquee deals.
Koushik Chatterjee, group executive director (finance and corporate) of Tata Steel, tells me about one of Mody’s early victories on behalf of Tata. It was 2004, and Tata Steel had decided on a big acquisition—of Singapore-based NatSteel for close to $500 million. It was also the fledgling AZB’s biggest deal then, so Mody had a lot at stake. Chatterjee recalls that the NatSteel management had refused to supply “reps and warranties”, or the paperwork which is the basis of any buyer’s due diligence. This includes financial statements, customer lists, suppliers, copies of major contracts, equipment lists, and the like. All that the Singapore company offered was its share titles.
Mody (AZB was one of the two legal advisors on this deal) refused to be cowed down by NatSteel’s intransigence, and insisted on papers, saying that they were needed to give Tata Steel “adequate comfort”. She stuck to her guns, even though the deal could have been called off had she read the signs wrong. (Neither she nor Chatterjee will tell me if tempers were lost.) NatSteel resisted initially, but on realising Mody was immoveable, ended up providing Tata Steel with 18 pages of reps and warranties. The deal was signed, and several companies began calling Mody to advise on M&A deals.
Mody says the NatSteel deal is her favourite since it was one of the larger, early outbound deals from India. But the deal that really made her reputation as the legal advisor to big business was the $2.3 billion Tata buyout of Jaguar Land Rover in 2008. Not only was this one of the most high profile deals in India to make global headlines, it also helped Tata Motors through a down cycle in the commercial vehicles industry.
The number of big-ticket deals that Mody has advised on and helped bring to fruition are way too many to list. But there are some deals she herself admits were trickier, since they involved bringing both parties to the table and then hammering out an agreement. She has done that with Cairn and Vedanta; East India Hotels and Reliance, and UTV and Disney. But ask her colleagues about these tricky cases, and they give me a different example. Mody was advising in a hostile takeover, on behalf of the company about to be taken over. First, Mody had her team rattle the buyer by filing a handful of litigation suits, to ensure that the company came to the negotiating table somewhat hassled. The real problem she faced, however, was from her client. The takeover target was a company headed by four brothers, who seemed originally in favour of selling out. When she managed to get both sides sitting across the table discussing the nuances of the takeover, one of the brothers suddenly jumped up, saying: “I don’t want to sell. I want to buy!”
Everyone in the room froze. Mody’s team panicked, thinking the negotiations had ended before they had begun. It was left to Mody to save the day. There was no sign of the short-tempered lawyer here. She worked the room, talking to both parties, spelling out the pros and cons of the deal, explaining angles that neither side could see. It took her 10 days of working on the people involved, especially the rebel brother, but she ultimately got the deal signed.
Bain’s Chandra tells me about a deal his company was working on with Merrill Lynch. “It had to be wrapped up in exactly a month,” he says. If the deal was not completed in that time, the company they were working for would have to be liquidated. While the deal value wasn’t particularly high, it was a complex and high-profile case. Mody’s team took it on, christened the case the ‘Race against time to finish’, and the senior partners camped out at the Merrill Lynch office on the 10th floor of Mafatlal Centre in Nariman Point for 27 days till the deal was wrapped up.
In the high-stakes world of corporate law, it’s common for partners to pull off 20-hour days regularly, and for deals to go sour without any warning. The thing with Mody is that she holds her own regardless of what’s ranged against her. Except once, early in her career, when she was arguing a case in a civil court in Mumbai. Those days, her father Soli Sorabjee used to occasionally show up in court when she was due to argue, keeping an eye on how she was doing. That day, too, he was sitting in court, and she didn’t think about it, till the judge read out the proceedings and she realised she was going up against him. Flustered, she lost that case.
That was, of course, not her only failure. But, as almost anyone who knows her well will attest, Mody’s not one to be cowed by defeat. She has been like this since she was a child, say her parents. I meet Sorabjee in Delhi, and he revels in telling me about the young Mody. He says she was a keen rider at the Amateur Riders Club in Mumbai, and once fell off a horse and broke her ankle. A worried Sorabjee told his 11-year-old daughter to give up riding. “Why?” she shot back. “Falling once doesn’t mean falling off every time.” (Back in Mumbai, I ask Mody if she remembers this incident; she does, even down to the horses involved. She didn’t fall off, she says; she was riding a horse called Scarious, when another horse, Rosemarie, tried to kick Scarious. Instead, it caught Mody’s ankle, which broke.)
But back to failure. Mody says that while she learnt law from her father, her mother was the one who demanded success. “If I didn’t come first in what I was taking part, I was told by my mother to not bother telling them where I had placed,” says Mody.
IT IS REASONABLY clear from my interactions with the legal fraternity that Mody and AZB are inseparable. There’s a wealth of anecdotes just waiting to be told, about how Mody fights cases, about people she has affected, about juniors... She’s never going to retire, I think, and say something to that effect to Bahram Vakil, the B of AZB. And get a masterclass in how the three founders are planning to step away from their firm, and what they are doing to ensure that it continues to grow.
“Can you name five McKinsey people in India?” he asks me. “It’s hard to do, but the firm’s name is known and one is assured of the same ethos and quality across the company.” He goes on to tell me about Britain’s Magic Circle law firms, a group of the five top firms in that country. Clifford Chance, Linklaters, Slaughter & May, Allen & Overy, and Freshfields Bruckhaus Deringer. Nobody knows who these people are, but the brands are so strong they are never questioned.
That’s what the partners want AZB to be. In a different context, Hemendra Kothari, investment banker and head of the DSP Group, tells me that Mody functions like an investment banker. Ronnie Screwvala, who was represented by AZB during the UTV-Disney deal (UTV Software Communications, a company Screwvala co-founded, was acquired by the Walt Disney Company), calls Mody a “plus-plus lawyer”. Mody was more than just a legal advisor. “She wants to get the business strategy from you” and functions as a business advisor as well, says Screwvala.
The subtext is that AZB and Mody are moving to a space where collective decisions and the weight of the company mean more than an individual’s name. Whether it’s hammering out deals that work for all stakeholders, or making potentially deal-breaking demands that benefit her clients, AZB has been built around the identity of being a strategic partner and not merely legal help. It is this identity that the founders will have to transfer to the institution they are trying to build.
The next decade, Vakil tells me, is going to be one of handover. “Ajay [Bahl] is 60, Zia is almost there, and I’ll join them shortly,” he says. It’s going to be a gradual process. They plan to spend the next few years mentoring their teams, and then begin to reduce their control. Vakil and Mody have been talking with senior AZB partners about setting up a management council that will drive the firm. Bahl has started doing the same in Delhi, with the idea of setting up a national-level management council. “It’s something we are working towards and I want to see happen,” he says.
Bahl says that in the Delhi offices of AZB, senior partners have been given clear responsibilities that include recruitment at all levels; reviews of associates; setting pay scales and approving compensation packages; mentoring; administration and IT; and taking strategy calls. The idea is to empower them and give them a far greater sense of ownership, which will come into play once A, Z, and B retire. So far, so smooth. The only potential fly in this ointment, which insiders see, is Mody herself. Parents, husband, business partners, and associates, all seem a little doubtful about how well she will take to giving up control. That she must is a given. Obed Chinoy, one of Mody’s early mentors, says it’s vital that she “pass on the baton” if she wants to grow the firm; “her co-production”, he calls it.
“It’s in her nature to be in charge,” says Mody’s mother, Zena Sorabjee. “The thing is, she’s very good at it. But if she doesn’t let go, she will have to learn the hard way.”
Husband Jaydev Mody is a lot more confident that she will give up control. “Once she has decided, she is going to do it,” he says. And, it seems, she has decided. A couple of years ago, husband and wife had a serious talk about her taking a step back from AZB operations. They had agreed that she would begin to delegate more, and over three years, hand over the reins to the management committee. “Then she had some exits with senior people leaving, there was the shift of office, and she had to change her mind,” he says.
I ask Mody about her willingness to cede control, and she says the best way ahead for AZB is the management council. It’s a good thing, she says, and is not just a facade for the three founders to hide behind.
The family-run law firms have less of an issue about legacy; many of them are already grooming the next generation of family members to be potential managing partners. I ask Cyril Shroff what he plans to do to ensure the survival of Cyril Amarchand Mangaldas. “We got a top-five legal firm in London to prepare a partnership deed for the firm’s constitution, which will oversee various matters such as an equity ownership structure to be followed by partners,” he says on the phone from China. More, he has appointed an external strategic board, which includes the likes of N.R. Narayana Murthy, Deepak Parekh, and Uday Kotak. Meanwhile, he is halfway through a ‘Ways of Working’ project, which is expected to create a variety of parameters for the group’s future. The project was chalked out with help from consulting firm Boston Consulting Group.
Khaitan and Co’s senior partner and head of its Mumbai offices, Haigreve Khaitan, says the firm has a management committee in place. This panel serves as a decision-making body. Khaitan also says that there’s no ‘key-man syndrome’ at his firm. “What makes us different from any other law firm is that we don’t have a Mount Everest. We have a range of Himalayan peaks.”
ONE OF THE priorities at AZB is to ramp up the number of partners and strengthen the second line of leadership. Mody says “no one is going to be caught sleeping”, and adds that there’s consensus among the founders on the need to add at least 100 lawyers, of which 35 will be partners. The firm has over 300 lawyers today, 140 in the Mumbai offices alone.
The trouble is finding the right talent. The break-up of Amarchand Mangaldas set off a talent poaching war with senior lawyers defecting to join competition or start their own practices. Shardul Shroff had announced that he would like his company to grow to 450 lawyers by the end of the year.
AZB saw its share of defections to the Shroff brothers, as well as to independent practice. This January, senior AZB lawyer Abhijit Joshi left to establish his own practice called Veritas Legal. He was followed by partner Kalpana Merchant, who resigned to join P&C Legal. More recently, partner Shuva Mandal moved to Shardul Amarchand to head the M&A practice there.
It’s not just happening with AZB but across the board. Khaitan says this is possibly because law firms have evolved from being generalists to specialists. The capabilities and knowledge across various streams are far more technical and demanding than they used to be and that, in turn, has pushed up the acquisition of lawyers.
Old-timers like Sorabjee may disapprove of the rampant poaching going on in the industry. “Coming to the profession with the idea that one will make a mid-sized fortune quickly is the wrong mindset,” he says sternly, when I ask him about this growing trend. But it has become a fact of Indian law practice, and most lawyers, Mody included, are realistic about it.
Mody’s concern is not so much to stop poaching as it is to get the right people in soon. That may be tough, since she is seen as being hard on her team, driving them to perform at an ungodly pace. “It’s nightmarish for those who work in Zia’s office,” says Kothari, adding that she works like an investment banker. Mody doesn’t disagree; last year, she agreed to an interview—at 10.30 p.m. in her office. As I was leaving, I heard her order dinner, which meant she was going to stick around for another couple of hours. Chances are, she’d have been working with the Eagles, or Crosby, Stills and Nash, playing in the background. The music may appeal, but the hours are enough to keep young lawyers away.
But, as Jaydev Mody says, people know her reputation and still want to work for her, so she must be doing something right. I ask Mody about her reputation and she counters by telling me that most partners in AZB have been with her for 10 to 15 years. AZB’s profits, she adds, have been consistently among the best in the industry. She agrees that work-life balance is a choice individuals make, but “one can’t have everything”. That’s the only concession she makes to the perception that AZB drives its lawyers too hard. “It’s not as much of a sweatshop as it’s made out to be.”
Will it get better or worse without Mody driving the business? All that is clear is that there will be a business. Chanda Kochhar, who heads ICICI Bank, jokes that lawyers are the only ones to do well regardless of how the economy performs. “As more and more MNCs look at India, and consolidation ramps up, so will the legal industry, of which only the tip of the iceberg is emerging.”
Assuming the partners do manage to step away from AZB, what’s Mody’s role after that? Some people say she could become India’s Louis Brandeis, the American lawyer who devoted his retired life to fighting public causes. Mody acknowledges that she needs to do much more and that advocacy interests her. Sorabjee adds that lawyers are not meant to be shut from the world, huddling together on multibillion-dollar deals. They ought to be figures accessible to the public, acting to change policy and influence government for the better good of a nation.
No matter what she decides to do, demand for her legal services is unlikely to diminish. Meanwhile, Mody continues on her rounds of courts, offices, book launches, and business events. Some years ago, she even walked the ramp at a fashion show organised by banker Madhabi Puri Buch to raise funds for a charity. Clearly, she’s keeping all options open.