Mirul, with 17 years of experience, how do you see the role of in-house counsel evolving in the corporate world?
Government and regulatory bodies are becoming more and more conducive to new business avenues. The approach is slowly shifting towards more on self-governance than control. Business houses and even SMEs have realized that it makes more sense, in the long run, to do business within the four corners of the law to stay for longer periods in the market than make quick money in shortcut ways. In-house lawyers are pivotal in driving a culture of compliance in the organization at all levels. Their strong analytical skills and risk-focused attitude help businesses to make decisions with farsightedness. Timely legal advice helps businesses to respond appropriately rather than react and do damage control. With more and more in-house counsels taking charge of compliance and governance and having a say in operational matters and their voice reaching the boards, Businesses have become more proactive towards law and compliance. So I can say happily say as an in-house counsel that we are in a good place and at a good time.
You’ve been recognized for your work in the education sector. What unique legal challenges does this sector present?
Oh, it is one of a kind. Navigating the regulatory and compliance landscape in the education sector presents a distinctive set of challenges and opportunities. With education falling under the concurrent list, compliance involves coordination between multiple authorities, adding complexity to regulatory compliance. For example, you have UGC and AICTE for any professional course, both want to regulate you. Then you have technical regulators like the Council of Architectures, the National Medical Commission, the Bar Council, and the like who wants to have a say.
While the sector is socially impactful, profit-making is restricted, necessitating a delicate balance between financial sustainability and delivering quality services. The surge in M&A activity, driven by interest from private equity and venture capital firms, reflects evolving market dynamics, particularly with the rise of Ed-tech post-pandemic. However, traditional brick-and-mortar K-12 schools continue to uphold their significance, requiring continuous adaptation to compete with digital alternatives.
Establishing or expanding educational institutions often involves substantial real estate investments, which, coupled with more extended gestation periods, increases financial challenges. Moreover, post-merger integration presents its own set of hurdles, given the absence of nationwide standards and the varied regulatory frameworks across states. Many institutions begin as philanthropic ventures, evolving over time under the influence of passionate founders or promoters and their younger generations wanting to encash on brand and legacy, further complicating the integration process.
In summary, the education sector offers immense opportunities for growth and impact. Still, success hinges on effectively navigating the regulatory landscape, adapting to market shifts.
How do you balance the dual roles of legal advisor and business enabler within your organization?
Balancing the roles of legal advisor and business enabler as an in-house counsel is crucial for ensuring both legal compliance and business success. Here’s how I have been managing these dual responsibilities:
For any in-house lawyers, it is equally important to thoroughly understand the company’s objectives, operations, and industry landscape akin to their understanding of industry-specific laws. This understanding allows aligning legal advice with business goals and strategies.
Proactive Legal Risk Management: As a legal advisor, identify potential legal risks and provide proactive mitigation guidance. This involves staying updated on relevant laws, regulations, and industry trends and anticipating potential legal issues before they arise.
In-house lawyers are often perceived as ‘naysayers’ or ‘bottlenecks’ because of our risk-averse approach, and hence, collaboration and synergy with other departments is key. By working closely with colleagues in various functions, such as operations, finance, and marketing, I am able provide tailored legal advice that supports their initiatives while ensuring legal compliance.
Effective communication is another essential aspect for both the roles. I strive to communicate legal complexities in a clear, understandable manner, giving actionable advicse and simple ‘dos and donts lists’ to stakeholders, enabling them to make sense of legal implications of their decisions.
As a business enabler, I provide strategic advice that not only addresses immediate legal concerns but also considers long-term business implications. This may involve evaluating potential opportunities, partnerships, or expansions from both legal and business perspectives. I have stated this somewhere earlier: think like a lawyer, but look beyond the law !
Could you share insights into your legal strategy when it comes to contracts and due diligence?
I have a unique approach when it comes to due diligence or contract negotiation. ‘Do it as if you own it’. You are not negotiating on behalf of the Company who will pay you the salary but as If you are the one who will be directly impacted (either you are the Vendor or service provider). Your approach will considerably change. You will be more alert for minute details. You will tend to come with doable solutions. When doing due diligence, wear that Promoter hat and think ‘is this risk worth taking?’, ‘Will I be able to sustain that pressure?’. ‘Will I able to justify this to the Auditor or the board?’. Simple, have skin in the game, at least intellectually.
What’s your approach to mentoring and what do you find most rewarding about it?
‘Be the manager you always wish you had’. Remember your favorite teacher or coach and think about what you liked about them and why, and try to inculcate those traits and skills in you. That sums up mentoring for me.
Can you tell us about a time when your legal expertise significantly impacted an educational institution’s operations?
There are several instances, but let me share one, which is a recent one. So, in higher education, not all contracts will have immediate monetary value or benefit attached to it. Still, activities under such contracts will have a direct impact on the ranking and accreditation status. Such contracts were signed as MoUs without giving due regard to legality under the presumption that it will not be enforceable as there is no monetary value. Impacted departments felt helpless as there were no mechanisms to call out breaches or resolve disputes. Things were happening manually, so obligation tracking was not monitored. I have educated academicians and scholars on the binding and nonbinding nature of MoUs, how to negotiate and reserve rights over underlying IP, how to protect future commercialization, and the like. I have introduced various Policies and SOPs to streamline contract approval, contract negotiation, delegation matrix, and dispute resolution, which has brought standardization and better control across multiple functions and units.
What are your thoughts on the current discussions around period leave in the workplace?
When it comes to my profession or any work, I am a kind of gender-neutral person. But at the same time, I highly respect the individuality of thoughts, feelings, and approaches. I prefer flexibility in my working style. So, for me, ‘Period Pain or Period Leave’- Acknowledge, Respect, and Accommodate. Acknowledge that it does exist and exists with different gravity and intensity for different people and at different stages of life. Respect a person’s physical and emotional needs during this time and accommodate them by allowing them to work from home, have flexi-time, or adjust their responsibilities. At the same time, when, as a woman, you will have a period for almost 3 decades of your working life, with maternity (nowadays fertility issues) and pre-menopause and menopause, you should be realistic about what you are asking and trading off for. If I am asking for leave because of period cramps, I should be willing to put in a few extra hours on other weekdays or some hours on weekends to cope with pending work. There should be reciprocal commitment towards work. Certain types of jobs are time and place-sensitive or dependent, so as a manager, one should be mindful while assigning duties.
Standard statutory period leave will not work because of multiple reasons. You cannot track it. Every woman is different when it comes to their menstrual health. It may not work for all types of work. It may, in fact, increase discrimination against women.
How do you keep your legal knowledge fresh and relevant as a lifelong learner?
Read, network and teach, and repeat. Reading high-quality subscriptions and articles and focusing on and selecting LinkedIn interactions helps me keep abreast of what’s happening. Networking and attending conferences and workshops are other things that I thoroughly enjoy. Regularly reading subscribed newsletters from top law firms and consulting firms is a good start. Reading judgments about contracts, arbitration, IP disputes, and common topics across the Industry will enhance your technical legal knowledge. Keeping track of your industry-relevant judgments helps you know what trends are and the judiciary’s outlook toward particular topics or sectors. To summarize, I regularly discuss and pass on this knowledge with my team and students over informal chats. Knowledge is like kindness. The more you do, the more you get.
What advice would you give to someone starting their career in in-house legal counsel?
Think like a lawyer, but look beyond the law is my mantra for inhouse lawyer. In the initial five years, do not be too choosy or selective on the type of industry, sector, or subject of law. If you want to be in-house, get different industry experience. Develop transferable skills as a lawyer, such as contracting, Arbitration, IP management, legal due diligence, and corporate governance.
Looking back, what is one piece of wisdom you wish you had known at the start of your career?
It does not matter where you come from; it will matter where you have arrived. And wisdom is something that cannot be borrowed. You have to earn your own wisdom. By learning from mistakes, not necessarily of your own but from others. But one thing that I would advise young lawyers is to network and have genuine connections with seniors and take their mentorship regularly.
Rapid Fire Round:
A legal case that has greatly influenced your approach?
I have mostly worked as an in-house as a business advisor and have not dealt in litigation much. So, for me, it would be a deal and not a legal case. We had to prepare for existing investor exist and undergo multiple rounds of due diligence. I had my greatest learning during that phase.
One law you find most impactful in the education sector?
None. In fact, there is a need for uniform laws or regulations that will govern the education sector. Something like One Nation, One Policy. Too many cooks with different recipes change the taste of the meal too often.
Teaching or practicing: which gives you more satisfaction?
Negotiating
A book that has shaped your professional philosophy?
Lady you are not a man by Apurva Purohit
Due diligence or contract negotiation, which do you prefer?
Due diligence
Early bird or night owl when working on a complex legal issue?
Sunset lover. I am at my productive best between 6 to 8 pm
One thing you always do before a panel discussion?
Check my hair and have some snacks. Get acquainted with Panelist.
Your favorite way to unwind after a long week?
Do nothing
A mantra that keeps you motivated?
Work your best, not because you have to but because you want to!