From the Tata Group to Flipkart and Fortis, how Khaitan & Co became the one-stop legal powerhouse for India Inc

Haigreve, Senior Partner at Khaitan & Co. Image: Arpit Jain for Forbes India

 
If it wasn’t for a British prisoner stuck behind bars at an Indian prison during the colonial era, Haigreve Khaitan’s destiny would’ve been a little different.  
 
It was sometime in the late 1800s that his great grandfather, a superintendent of jails, was casually chatting with a British prisoner about life’s dilemmas and his children’s education, that he offered him some wise counsel.   
 
“My great-grandfather had seven sons, and he didn't know what to get the sons to do. That's when the prisoner seeded the idea that, at some point, India would become independent and business and economy would develop,” Khaitan, a senior partner at Khaitan & Co, tells Forbes India. “There would be a need for Indian lawyers. And he advised my great grandfather to get some of his children to take up the legal profession.”   
 
The rest, as they say, is history. By the early 1900s, four Khaitan brothers had graduated in law, and Debi Prasad Khaitan set the foundation of what would go on to become Khaitan & Co in Kolkata in 1911, the year the British shifted the capital from Kolkata to New Delhi. Debi Prasad was soon joined by three of his brothers. “One was an independent barrister, who was a counsel, but otherwise three of them were part of the firm,” Khaitan says. “True Indian firms didn't exist then. So, it was a real opportunity to create that Indian firm.”  
 
Today, Khaitan & Co is amongst India’s largest full-service law firms with over 1,000 professionals of which 240 are partners, the highest in the country. “That makes us the largest partnership in terms of law firms in India, which also is a unique model in how widely distributed the equity of the firm itself is,” says Khaitan, a senior partner at the firm. The law firm, with revenues north of Rs1,100 crore, has a presence across Bengaluru, Chennai, Delhi, Mumbai, and Kolkata, and has also set up a practice in Singapore in 2021, as Indian companies make a beeline to shift their head offices to the South Asian neighbourhood. 
 
Over the past few decades, Khaitan & Co has successfully helped with the insolvency and restructuring proceedings of some high-profile cases including Suzlon, CG Power Solutions, and Jindal India Thermal Power Limited, and advised Tata Group in TPG’s investment in Tata’s electric mobility business and Byju’s acquisition of Aakash Educational Services Limited worth $1 billion among others. The company had also worked on Axis Bank’s acquisition of Citi’s consumer business in India and advised Paytm in its IPO, the largest in the country.  


 
“The vision of the firm is to be like the Himalayas,” Khaitan says, “where it's not just about Mount Everest, but so many peaks. We are number one in M&A, private equity, disputes, tax practice, and insolvency practice. While M&A may be our Mount Everest, we have a K2 or another peak and a coalition of all of that is the Himalayas. We want to be a formidable leading Indian firm to cater to the Indian diaspora as well as the multinational investing in it.”  
 
Khaitan who leads the firm’s corporate, M&A, and private equity practices, graduated from South Kolkata Law College in 1995 and has personally led Vedanta’s $2.6 billion acquisition of Cairn India as well as IHH Healthcare Berhad’s $566 million acquisition of Fortis Healthcare Ltd.  
 
“Haigreve is a phenomenal counsellor and a true businessperson’s lawyer,” says Rakesh Gangwal, the co-founder of IndiGo, India’s largest airline by market share. “He is brilliant, incisive, and quick at understanding the core legal issues that need to be addressed. Above all, his ethical standards and humility stand out. It is no surprise that he has a remarkable and dedicated legal team working with him and has built a preeminent law firm.”  
 
In 2022, the company was categorised as a Tier 1 law firm across categories such as banking and finance competition, antitrust corporate, M&A, dispute resolution, private equity, real estate, and tax by chambers, the global legal ranking platform. “Haigreve has always had an extraordinary ability to find solutions to complex situations,” says Sanjiv Goenka, the chairman of the RPSG Group. “He has great clarity of thought and is able to attract very good quality talent.”   

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City of joy to the city of dreams  

Debi Prasad Khaitan and JN Mazumdar set up the first Khaitan & Co office in Kolkata in 1911. Debi Prasad, who graduated in law from the Presidency College in Calcutta, had also gone on to found the Indian Chamber of Commerce in 1925 and was instrumental in setting up the Federation of Indian Chamber of Commerce and Industries (FICCI) in 1926.   
 
In 1947, Debi Prasad was appointed as one of the members of the drafting committee of The Constitution of India, and a year later, Khaitan & Co handled the deal between RK Dalmia and the Sahu Jains for the purchase of Bennett Coleman & Co, owner of The Times of India. “From Dalmia-Jain to Bangars, Birlas, the old business houses who were all around Calcutta were very happy to use an Indian firm for their business needs,” Khaitan says. It also helped that Kolkata remained a bustling business hub for much of the 20th century with numerous businesses headquartered there.   
 
For Khaitans, that meant never having to look outside the city for work. It was only in 1970 that they decided to begin operations in New Delhi. Much of that decision was driven by the fact that it would help its clients fight cases in the Supreme Court, which was located in the capital. “There were only two firms in Delhi then, and we pretty much functioned like a Delhi-Calcutta firm,” says Khaitan. “But, in each decade, whether it was the twenties, thirties, forties, fifties, I think the firm had its leadership position in the Calcutta market.”

 
 
The shift to newer cities, in addition to the changing business landscape, meant the firm was beginning to explore newer practice areas. For instance, in the 1970s, with the Foreign Exchange Regulation Act, numerous businesses were being sold out to Indian owners and the Khaitans suddenly found themselves ramping up their M&A practice.    
 
In 1994, the company also forayed into Bengaluru, which was beginning to see huge traction in IT services. “Some of our partners moved to the city where India's Silicon Valley was being started,” Khaitan says. Despite that, the firm always stayed away from the Mumbai market, especially since the partners felt that the market was competitive with established law firms such as Mulla & Mulla, Crawford Bayley, and Kanga & Co among others. “We used to work collaboratively, but never thought of actually being in Mumbai.”  
 
All that, however, changed by the turn of the century.    

Building it brick by brick 

In 2001, Khaitan, along with two other colleagues, moved to Mumbai to set up an office in the financial capital. At that time, the firm had around 40 lawyers across the country.   
 
The decision was cemented when Khaitan, on a trip to Mumbai for a meeting, realised that there was a massive demand-supply gap and had to wait an entire day for the opposite side to come to the table. Then, there was also the inept handling of due diligence by existing firms.  

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“We started at the bottom,” Khaitan says. “We wanted to pick up whatever work came our way and build our team. So, what we were fortunate was that a lot of people got attracted to our very professional model.” The company initially focussed on dispute resolution, in addition to mergers & acquisitions, capital markets, and finance.   
 
Soon, the company went into an expansion mode, hiring laterals, and new practices, especially with Indians who were returning to the country. “That also led to good client acquisitions,” Khaitan says. “On the one hand, we got very good clients and matters, and, on the other, we got very good people.” A key factor in that success was also the freedom that partners and lawyers were given to explore new areas of focus, with strong backing from the leadership.   
 
Since then, the company has built up numerous practices and ramped up its employee count and continues to stand out for the sheer number of partners in the company. “This is a people's business, and if you're in professional services, you have to value and reward people,” Khaitan says, “If you are a partnership, then it has to be a genuine partnership.”   
 
“Haigreve had the vision over 20 years ago to build a legal empire that spanned the country and would be counted alongside the established leaders who were all Mumbai-based,” says Shashank Singh, the India head of private equity firm Apax Partners. “He took the entrepreneurial step and the risk of moving to Mumbai, planting a flag there, and starting to build the practice from ground up. And today, in 2023, he can look back with a great deal of satisfaction at the market position he has built with Khaitan as one of the acknowledged leaders in the country.”  
 
At the centre of Khaitan’s gameplay is also a focus on strengthening each of its practices. “Our focus was always to make our standalone practices strong and that paid a dividend in its way,” says Ashish Razdan, a partner at Khaitan & Co. “Also, if I want to introduce a new product in the market, there is no hesitation in trying that.” 


 
Take for instance the decision to build up a practice centered around family successions or disputes. “Families will need to do succession planning, shareholders agreement, family constitutions and they need tax advice,” Khaitan says. “So you create a product which deals with family law, whether it's Hindu law or Parsi law, you deal with a product which deals with disputes with contractual provisions and with tax.”  
 
It is a similar approach that has led the company to set up practices in niche areas such as data privacy, technology, private equity, and tax disputes, among others. But, with niche law firms also entering the competitive landscape, Khaitan believes his law firm has already built itself into a one-stop legal powerhouse to attend to all the growing demands. Then, there is also the constant focus on learning from others, while also upping their standards. “We set our standards, but we are agile enough to learn,” Khaitan says.   
 
“Haigreve has always had the right advice for us across diverse issues, countries, and tricky situations,” says Sudarshan Venu, the managing director of TVS Motor Company. “He can see the full picture quickly and can use first principles along with his depth of knowledge to offer the kind of outcomes that clients look for. He has an innate wisdom in how he deals with matters, which is reassuring because we believe that growing a business also involves trusting your intuition.”  
 
Singh of Apax remembers a particular moment during iGate’s—backed by Apax Partners—purchase of Patni Computer Systems for $1.2 billion, which showcased how Khaitan stood up for personal and professional integrity, even at the cost of friendship.   
 
“We had never worked with him before that, and so it was an untried and untested relationship,” says Singh of Apax. “We got a very tricky point in the negotiation on the deal, and the sell-side pushed us on various points. At that point, Haigreve had a much closer personal relationship with the sell-side banker. He took me aside at that point, in the middle of the negotiations, and said that he felt that even though the banker was a close friend of his, he was taking an unreasonable position and I should push back.”    

Going forward    

For now, with a diversified practice area, Khaitan believes the business could only see an upswing even as the global economy faces serious turmoil. “Any time of uncertainty means a lot of activity for lawyers and I often hear a lot of my friends and a lot of clients say that it's always green for you guys,” Khaitan says. “But we have to retool ourselves every time because practices are different, and demand is different..”  
 
India’s startup ecosystem is also witnessing a funding winter as investors turn wary about ploughing their money into the country. The World Bank had lowered the country’s growth forecast for FY24 to 6.3 percent from 6.6 percent earlier.  


 
“Things might be different,” Khaitan says. “Who knows whether capital markets will be at a high and we'll see as many IPOs as we saw during the pandemic, or there'll be a slowdown, But that'll mean there'll be many more strategic M&As, there'll be much more private equity. So, I don't see for India now that there should be any slowdown of activity.”  
 
That means Khaitan & Co isn't shying away from ramping up its latest bouquet of offerings. The company is already looking to enhance some of its new verticals, including technology, fintech, and IP-VC even as it looks to consolidate its position in the cities in which it currently operates. “We have to be agile, and that agility might mean building new practices, new sectors, and learning new laws,” says Khaitan.   
 
So, how does he look back at the long leap of faith to leave everything in Kolkata to shift to Mumbai? “We've really grown on the success of India,” he says. “We may have been late to the party in one way, but we were very fast to catch up. And, today when we look back, it's really an example of a small eastern India shop taking national leadership.”