Biography: Banking

Mr Shardul Shroff is the managing partner of Amarchand & Mangaldas & Suresh A Shroff & Co. In practice since 1980, Mr Shroff has 29 years of legal advisory experience. He is a leading authority on banking and finance, and a senior attorney and advocate-on-record of the Supreme Court of India.

Mr Shroff's practice in banking and finance is broad based, with extensive experience in acquisitions and takeovers, corporate, project and structured financing. He is regularly called upon by foreign and domestic corporations and financial institutions to advise them on complex corporate and finance matters and transactions. Mr Shroff is also an expert on legal matters related to special and mutual funds, general banking, security creation, bankruptcy and special recovery procedures.

For his expertise, Mr Shroff has been consistently rated as a leading lawyer by several international fora and publications, has received several awards and global commendations for his work in banking and project finance, M&A, corporate restructuring, and capital markets. Most recently, the 2009 edition of the IFLR1000 - Euromoney's guide to the world's leading financial law firms has ranked Mr Shroff as a leading lawyer in banking and finance.

In his career, Mr Shroff has been involved in many complex and high-profile transactions. He has advised American Express on application of Payment and Settlement Systems Act, 2007 (PSS Act) to their business in India; advised GE on subscription to security receipts issued by an Asset Reconstruction Company and raising ECBs for lending to the infrastructure sector; the Genworth group on mortgage guarantee business; the Dresdner Bank on impact of their financial business, FII registration and representative office in India as a result of its merger with Commerzbank; and HDFC on classification of their loans under prudential norms.

Mr Shroff recently advised India Infrastructure Finance Company on setting up an offshore subsidiary to finance infrastructure projects from the foreign exchange reserves of the Reserve Bank of India. He has had extensive and in-depth experience in representing both lenders and borrowers, domestic and international. He also advised on the merger of ICICI Limited with ICICI Bank and worked on all aspects, including regulatory issues with the Reserve Bank of India and Catholic Syrian Bank's offtake to AIF Capital Development.

Besides doing all forms of bank borrowing and lending transactions for clients like IDFC, IFCI, ICICI, IDBI, RaboBank, Mr Shroff has extensively advised in matters relating to bank loan recovery actions, debt reconstruction proceedings before the Board for Industrial and Financial Reconstruction (BIFR), asset reconstruction and securitisation under the SARFAESI Act. He has advised International Finance Corporation (W), ADB and other multi-lateral lenders before the BIFR in the Bihar Sponge and Modi Rubber cases.

He is also a director on board the Infrastructure Development Finance Company Limited which is a Chennai-based financial institution involved in infrastructure, funds, private equity and project finance.

Mr Shroff joined Amarchand Mangaldas in 1980 and was named a partner in 1994. He attended Sydenham College, Mumbai and the Government Law College, Mumbai University, where he received his LLB with honours.

Biography: Corporate Governance

Mr Shardul Shroff is the managing partner of Amarchand & Mangaldas & Suresh A Shroff & Co. He has nearly three decades of experience and is today considered a leading authority on corporate governance. He is a senior attorney and advocate-on-record of the Supreme Court of India.

Mr Shroff regularly counsels boards and directors on corporate governance matters and actively participates in the Independent Director's Dialogue. He acts as an independent director on several leading companies listed on the stock exchange.

Over the years, Mr Shroff has participated in the formulation and drafting of several important economic legislations and company law reforms in India. He has also been on a number of high-powered committees appointed by the government of India, including committees on various legislations.

Mr Shroff has been appointed as a member of the Confederation of Indian Industry special task force on corporate governance, chaired by Dr Naresh Chandra. Earlier, he has served as a member of FICCI's M damodaram committee; high powered Naresh Chandra committee (2nd Committee) (2003) and the high powered JJ Irani committee (2006) that deliberated on the principles of corporate governance with reference to the new Companies Bill 2008.

During his career, Mr Shroff has been involved in many complex and high-profile transactions, with the most recent being his involvement in Satyam Computer Services. He advised the reconstituted board of the company on matters and issues pertaining to restructuring, bidding procedure, takeover offerings, capital markets, regulatory hearings, general corporate advisory and litigation.

Mr Shroff was lately felicitated with the National Law Day Award from the president of India. He was commended as a leading corporate lawyer for his 'unique contribution to the field of corporate law and leadership in its practice' and for being 'instrumental in advancement of India's corporate law practice at international standards'.

Biography: Mergers and Acquisitions

Mr Shardul S Shroff is the managing partner of Amarchand & Mangaldas & Suresh A Shroff & Co. Amarchand Mangaldas, one of India's leading full-service law firms, was founded in 1917, with over 400 lawyers across the country in Delhi, Mumbai, Bengaluru, Hyderabad and Kolkata.

As a corporate attorney for 30 years, Mr Shroff has extensive experience in both public and private mergers and acquisitions, with significant exposure in strategic alliances and takeovers. His practice includes a broad and varied representation of domestic and transnational public and private corporations in a variety of industries, in connection with mergers and acquisitions, divestments, spin-offs, joint ventures and financing transactions. He also has extensive experience in infrastructure, projects and project finance and corporate governance issues.

Recently, Mr Shroff led a team of lawyers in assisting the government-nominated board of directors of the fraud-hit Satyam Computers Services Limited with regard to its turnaround strategy, including stake sale and induction of a strategic buyer through an open, fair and transparent court-approved bidding process, obtaining SEBI Takeover Code exemptions, Company Law Board proceedings, induction of new directors and SEC and forensic investigations. The firm handled the entire bid management process including the RFP, share subscription agreements and all related documents concerning the bid process. Previously, he has advised on matters such as Oracle's acquisition of I-Flex, Apollo Tyres' acquisition of the South African unit of Dunlop Tyres, Kuwait Petroleum's bid for acquisition of HPCL and Crompton Greaves on its takeover of Pauwel's global power transmission equipment businesses, among others.

Mr Shroff has taught at several conferences, seminars and workshops on mergers and acquisitions. He is an active member of the US-India Business Council and part of the advisory board of the National Law School of India University, Bengaluru and National Law University of Udaipur. He is a frequent speaker and author on topics relating to mergers and acquisitions and corporate governance, having conducted several conferences, seminars and workshops on the subject.

On account of his expertise, Mr Shroff has been consistently rated as a leading lawyer by several international fora and publications, including Who's Who Legal, AsiaLaw, Chambers Global, Euromoney, International Financial Law Review (IFLR), etc.

He has also been the recipient of several awards and global commendations for his work in M&A, corporate restructuring, capital markets, banking and project finance. The 2010 edition of the IFLR1000 - Euromoney's guide to the world's leading financial law firms - has ranked Mr Shroff as a leading lawyer in general corporate practice, real estate and construction, capital markets and corporate finance, mergers and acquisitions and corporate governance.

The latest accolade for Mr Shroff has been the National Law Day Award from the President of India in November 2009. He was commended as a leading corporate lawyer 'for his unique contribution to the field of corporate law and leadership in its practice' and for being 'instrumental in advancement of India's corporate law practice at international standards.'

Mr Shroff joined Amarchand Mangaldas in 1980 and was named a partner in 1994. He attended Sydenham College, Mumbai, and the Government Law College, Mumbai University, where he received his LLB with honours.

Other Practice Areas

Shardul S Shroff also features in the following practice areas:

• Public Procurement
• Oil and Gas
• Project Finance