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Photographs by Soumik Kar

Think Beyond, Stay Ahead

"There has to be win and a little win at least, not win-lose"
India’s M & A queen Zia Mody on how she and her team catapulted their firm to the very top

N Mahalakshmi

Professionally, my father [former attorney general Soli Sorabjee] has been my role model. At the dining table, he would be on the phone, speaking with other solicitors. The message would be same every time — no, we must not do anything wrong; no, the affidavit has to be correct; no, the judge will expect this. Those early impressions gave me the right values in building both my career and our firm. The driving force of what I do professionally — and not always successfully, because I am nowhere close to perfect — is never to do anything that will make my father be less than proud of me. 

Soon after I got my degree, I spent five years in New York, working for a law firm called Baker & McKenzie. When I returned, my initial years were memorable because I was sometimes the only woman in the court room, terrified I would be outdone or sniggered at by my male colleagues — my peers also had a five-year head start on me of going to court every day. I really wanted to prove myself, so I got into the habit of never being under-researched as well as a rigorous routine of regular court practice and arbitration. I would wear my band and gown everyday and start of at 11 am, with “Your lordship” or “Your ladyship” — I did this for nearly 10 years. 

Zia Mody, AZB & PartnersThose were very, very long days; we did not have easy access to research tools and everything was physical. I learnt early on that you have to build the discipline to work hard — it’s something you have to develop, it just doesn’t fall into your lap. Often, there would be some 40 books laid out on a table for me to read to research just one proposition. And even then, you were never quite sure if the Supreme Court had decided anything related to that proposition say two days earlier, which could change all that.

As India opened up, through my friends, I started getting a share of the work foreign firms were sending in. That was when I made a critical decision — I chose to reduce my appearances in court and limit my role to advising strategically on litigations, because doing both was becoming too stressful. 

When we developed the M&A practice, we were a bunch of 10-15 young lawyers. No one was senior or junior, everybody put in tremendous amount of work and passion, and we grew from 12 to 250. The AZB & Partners of today was not planned; there was no structured business plan. It was really only about being in the right place at the right time. And I have to say the journey has been fulfilling but also stressful because it’s been a huge run-up in less than 20 years. 

As young lawyers we searched, researched till our brains gave out, we debated and agitated. The noise level at our little office was probably higher than for the whole building. We didn’t think of work-life balance, we didn’t even sleep till we got our answers right. After I married and had three daughters, I did try to achieve some balance. But I consistently, miserably failed. Still, from there we grew — the first set of people mentored the level below them and so the pyramid grew. What mattered most to all of us was that the DNA of the firm should be protected. That hasn’t changed even now.

When you are a young group competing against 100-year-old firms, you have to innovate. Apart from our focus on the quality of research, we were very IT-savvy, which put us ahead of the older firms in terms of productivity and efficiency. The other thing that pleases me most about AZB is how we have institutionalised debate. Even today, we have very intense debates on points of law — disagreeing, debating, saying ‘Rethink; this doesn’t look right. What will be the impact?’ In this format, there is no junior or senior; everyone can join the debate and argue their point of view. In fact, I am happiest when a young lawyer proves me wrong. 

Getting the trust and importance of your profession is also an immense high. It is very important to walk into a room and for the room to know, that you are not going to lie, that you will not say the convenient thing just to score a point and that there is a rationale behind whatever you put on the table. I remember one case where a very heavy matter was being fought and as I was arguing, the other side kept interrupting and saying I was incorrect. I had to keep going back to my points, interrupting my flow to show I was correct. Then, after the fourth or fifth time this happened, the judge told the other lawyer, ‘Please sit down. When Mrs Mody makes a statement, we take it as correct.’ Can you imagine what it means for a young lawyer to be given that sense of confidence and comfort by a judge? 

The chambers that I was in, the message was — you are an officer of the court; the client comes later. The court’s trust and confidence in you far outweighs any win or loss. Clients are not always right but you should always be seen doing the right thing. Your reputation is paramount. In one case, the other side counsel’s said we should settle. I agreed and said that I would ask my client. So, the other counsel said, ‘I have told my client that whatever Zia decides is fine.’ That was not good news. I went to my client and told him what the other side was saying and then said, ‘You will not be happy with what I say. Get another lawyer.’ The client, naturally perhaps, thought I was nuts: the deal was in the bag, he had hired me so why would I do anything to make him unhappy? I warned him thrice and then I decided the case against him. It was the last time he came to me for a settlement, but I did what was right.

Game of facts

I had a great senior in Bombay called Obaid Chinoy. He was a senior counsel and what he taught me was absolute precision and thoroughness. If there was any gap in the factual matrix or any gap in the legal proposition in arguments, he would immediately say, ‘Stop, fill this gap. Why is this not here?’ So, from the first day I started work at the Bombay High Court, I would not work on a matter unless I had all the dates properly. If there were any gaps, I would start looking for how I could fill them. I think facts are the most important thing for a lawyer — the law is the law and you can only apply it to the facts. So, missing facts mean wrong result. 

Zia Mody, AZB & PartnersTo get that right, there is no substitute for hard work. If you really want to be a deep, thoughtful, intense lawyer, you have to differentiate. It’s not about sitting at your desk 24 hours a day — it’s about a concentrated applied thought process, which needs, as I call it, digestion time. Even today, if a client calls and says, ‘There’s an emergency and I need an answer today’, nine times out of 10, I will listen and perhaps give him an initial reaction. Then I will say, ‘Look, I need to think about it.’ And that takes time. Thinking takes time. 

Weaving a win-win

I had a great mentor in the US called Norman Miller. He taught me corporate law. I was this young, excited corporate associate. As far as I was concerned, the other side was always wrong and I had to win every point as the other side were crooks. Miller taught me calibration and objectivity. He said, ‘Look at the other’s side’s point of view first, because if you want a deal, everybody’s got to be happy. There is no win-lose. There has to be win and a little win at least, if not win-win.’ Today, whenever we negotiate, I always think about what it will take for the other side to accept a particular point. Is there a trade or is it just impossible and should we tell our clients that it’s unreasonable to have this expectation? 

The trick is to win the person on the other side with a sense of fairness. You are facing each other across the table and the adrenalin is not necessarily pumping the right way. So, how do you cool people down? Put the issues being debated into buckets — stupid points, reasonably okay points, important points and deal breaker points. As you escalate up, if people have seen that you are not fighting over every comma or full stop and every ‘shall’ or ‘may’, then they say, okay we need to trade reasonably. Be objective, be fair — that is the bottom line for an M&A lawyer. You need to know how to carry the room with you — not just your side, but the entire room.

Let me tell you something about being a good negotiator. You have to be a good tactician. Rather than blurting out everything immediately, keep back in reserve some goodies that you can give away later, and keep them right to the end. Tire out the other side mentally. Don’t negotiate from a position of weakness because you will get caught. And always appear eminently reasonable and objective while still making sure that your client’s case is being advanced. Also, if at any point you feel the deal is bad for your client, you should be able to tell him to consider walking away. Of course, brinkmanship requires that you go right to the end and then you walk. So, let the other side blink first. Sometimes, of course, you end up blinking. But again there is a tactical way to do it. The happiest day is when the client on the other side becomes our client for the next deal because he has seen us perform.

Moment of truth

There have been very few cases where I have fought opposite my father. One time was especially memorable. I walked into court and found my father already seated — he hadn’t even told me he would be appearing against me. Once I got over the shock, I put my best foot forward and got a glimpse of courtmanship at its best — my father spoke for just about five minutes, and I lost the case. The judge — Justice Bam — looked at me sympathetically and said, ‘You argued very well’. But that was small comfort. We went into appeal on that matter and I had to open the case before the judges in the division bench. I simply said, ‘I was a clear disadvantage, my lord, if you see the appearances against me’. They all had a hearty laugh and the case went on.

When you are appearing against someone more experienced or accomplished than you, the only thing that can save you is research. To all of us at AZB, what matters most is the reputation of the letterhead. That reputation has been won with intense focus on research, early adoption of technology and the quality of our people. We are very passionate about the work we put out and, frankly, if it doesn’t smell right we’ll not touch it. We, too, have to sleep at night.

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