IPO REPORT

India'sIPOkings
Though the Indian IPO market has taken a recent blow from falls in the country's stock
markets, no one doubts the market is waiting to take off again. ALB spoke to some of the
key firrns cornering this lucrative market to find out just how they are winning business
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issuer underwriters Lead Manager
in. the Indian capita.l markets growth story, leading to intense Dorsey &Whitney 3 2 1
competition for new business. Davis Polk & 1
John Chrisman, head of the Indian capital markets practice at Wardwell
Dorsey & Whitney, says firms will swarm over the market trying " !
Jones '- Day 1" ;3 ;
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to capture business while the market is hot. "Most internationa.l 1

Cravath, Swaine & -j
law firms have only been focusing on China, but India now offers Moore j
a chance for diversification," Chrisman says. ---
Lin kl aters 1
Jones Day's GeoffMaddox agrees, and says that until recently
it was a market that only a few:firms were interested in entering. Milbank, Tweed, 1
"It takes a lot oflocal market expertise," Maddox explains. Hadley & McCloy
However, with the internationals just starting to set their eyes
on the Indian IPO pie, it is the firms that have been active in
India for some time that are winning business. Chrisman formed Dorsey's capita.1 markets practice in October
Chrisman's practice has to date been perhaps the most 2005 with two associates he brought with him after the collapse
successful in India, which is a direct result of his history working of Coudert Brothers, and has managed to put together a
on these deals from the early 19908. He worked on his first Indian substantitive deal list over the past eight months.
offering in 1993 as an associate at Sullivan & Cromwell and Maddox is another internationa.l success story in the Indian
has since worked on over 100 securities offerings and corporate market, having this year advised the underwriter on three IPOs
transactions by Indian companies while a partner at Freshfields and the cOlnpany on one. "Wfive been active in India for about 10
Bruckhaus Deringer, Jones Day and Coudert Brothers. years," Maddox says. "We've managed to win business through a
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Firm Number of
Amarchand & Mangaldas
& Suresh A Shroff &Co
J Sagar Associates
MIs Crawford Ba}'leY& Co
Rajani Associates
Khaitan & Co
ALMT Legal
AZB &'Partners
_...
MIs V S Raju and
Associates
Dua Associates - 1
Economic Laws Practice
Junnarkar &Associates
. --
Kanga & Co
KANJ & Associates
Little & Co
M/sARALAW
Mustafa Motiwala
(advocate and solicitor)
Note: Figures are for January to the end of May 2006 :firm most involved in the market this year
Source: Bombay Stock Exchange
combination of working with investment
ban1<..8across the region and working with . Of the transactiGJwi."'lthc t;;;118compiled
Indian law firms."
Jones Day is currently in the throes of
working on six more !POs in India. "It's a
case of the more you do, the more you are
asked to do," he says.
Chrisman says along-term commitment
to India and strong relationships are the
ingredients for a successful practice - and
he has no doubt India will keep growing.
"The Indian miracle will continue in my
lifetime, I look forward to seeing the world's
largest democracy become a major economic
power, and the capital markets will help
fund this growth," Chrisman says.
In recent weeks, the Indian stockmarket
has taken a beating from investors. Though
the Bombay Stock Exchange (BSE) Sensex
index reached historical highs of well over
12,000 in mid-May, it has since plummeted
dramatically back to under 10,000.
With the !PO market having ridden high
on the back of rising stock valuations and
investor sentiment, :firms key to the !PO
market in India are expecting a slowdown
in the amount of !PO business coming
their way over the next three months.
However, with these firms having built
IPO REPORT
, .ii"
"If the market
'.'i'/JJi:;!f.
grows and needs
eals
B more resources,
S
then we will
5 respond to that,
4
3
but if the market
2
is turning down,
2
2
we will divert
our resources to
1 ShardulSlu'off
something else"
1
1 up experience and know-how in the market relationships and trust, developed over
1 during recent boom years, all are expecting many years rather thanjust during recent
the wave of !PO business to continue years, as !POs have grown spectacularly
1
coming their way when this short market- in size, complexity and numbers. The
1 driven hiatus comes to an end. length ofinvolvement in capital markets
1 First among these is Amarchand & is also playing a role, as is the amount of
Mangaldas & Suresh A Shroff & Co, the experience that firms have attained in
the sector.
until the end of May according to figures Amarchand & Mangaldas managing
sourced from prospectuses available on partner Shardul Shroff says the firm has
the BSE. built good relationships with clients over
a perioa of 15-20 ye-ars due to quality
,by ALB, Amarchand & Mangaldas has of service. He says the capital markets
taken a 20% slice of the pie in terms of practice area started back with his father
acting as adviser to companies on their and has evolved since then.
!PO issues. Other key players that have . "It isn't only these working relationships,
been able to scoop up business advising for but :i1so the fact we've been involved in
the company were Crawford Bayley & Co some of the most complicated, cutting-edge
and J Sagar Associates, who each advised deals in the market," Shroff says.
five companies on their issues during the One of the -most complex, according
period, followed by Rajani Associates.
- S&R Associates has also managed to INDIAN FIRMS ADVISING
score a high percentage of business in
acting for the underwriter on issues, when UNDE[WRITES ON IO",r . -.r
compared to the competition. TRANSACTIONSUAN;?;MAY 2°9"6) -siF;
Though it might seem a law firm's size Firm Number of
would be a deciding factor in its ability to deals
source more of this growing market, the ss,RAssociates 3
spread of business proves that this is not 1
Amarchand &Mangaldas
necessarily true. &SureshA Shroff &CO
RajaniAssocia~s only has 16 lawyers and
two partners, compared withAmarchand's
AZB &l'armel'S ._---
1
31 partners from 188 lawyers, but has J Sagar Associlrtes 1
still managed to advise four companies Khaitan & Co 1
this year. 1
MIs Crawford Bayley & Co
So what do the leading firms say are
P&lawOffices 1
the factors enabling them to succeed in
the market? Note:Figuresare for January to the end of May 2006
The consensus seems to be solid client Sourre: Bombay Stock Exchange
- I
251
IPO REPORT

Intellectual ... ill

to Shroff, was advising ICICI Bank on an issne that saw

!
I
Property UPDATE =-ATM"O Alban Tay Mabtmi & d. Silva

simultaneous offerings in the US, Japan and domestically to the

value ofUS$1.75bn. Appr9ach to imringeJ.1:l.~nt
Amarchand & Mangaldas has also played a part.in capital
markets reform over the years. The :firm was involved in drafting and registration ui1:de:rthe
the code of the Securities and Exchange Board of India (SEBD, and
more recently wrote a chapter in a revised version of the code. Sinp.po:re Trade Marks Act
Shroff says the :firm will endeavour to keep a hold on this
market, but will not necessarily put a large amount of resources

into growing the business too much further. "I think we're all'eady
doing quite a lot. We have fairly large teams. If the market grows
and needs more resources, then we will respond to that, but if the
market is turning down, we will divert our resources to something
else," Shroff says.
Prem Rajani from Rajani & Associates says word of mouth has
been the key to growing his :firm's IPO business, despite its smaller
size compared with its competition.
While the firm is not often on the panels of the lead managers
of transactions, Rajan,i says that ultimately delivering successful
IPOs has helped the fu:m to gain more business.
Rajani says the:firm has six people in the capital markets area,
and they are never short of manpower, choosing to undertake a
maximum of three issues at anyone point in time.
J Sagar & Associates partner Somasekhar Sundaresan says
being involved in IPOs means being perceived as having a full
perspective of the entire securities market. "Most bankers are
comfortable working with us because we work with them on
securities market related transactions," Sundaresan says. "You
can't just say you are an IPO lawyer - you have to get into all
ends of the securities market,"he says.
T
. he Singapore Court of Appeal ("CA") considered the
statutory requirements for infringement under Section
27(2) of the Trade Marks Act (Chapter 332) ("the
Act") in the case of The Polo/Lauren Co, LP u Shop In
Department Store Pte Ltd [2006] SGCA 14.
Section 27(2) of the Act reads:
A person infringes a registered trade mark if, without the
consent ofthe proprietor ofthe trade mark, he uses in the course
of trade a sign where because:
(a) the sign is identical with the trade mark and is used in relation
to goods or services similar to those for which the trade mark
is registered; or
Cb)the sign is similar to the trade mark and is used in relation to
goods or services identical with or similar to those for which
the trade mark is registered, itd
there exist.s a likelihood of confusion on the part of the public.
The CA examined the express wording of section 27(2), and took
the view that there wouJd only be infringement if the following
three conditions were present:
(i) the alleged offending sign must be identical or similar to the
registeredmar~ .

To this end, J Sagar & Associates holds seminars on new and
evolving regulations in the securities arena to demonstrate its
competence in the area.
But Sundaresan also agree.<; relationships are crucial. "This
market runs on relationships,"he says. "When I have :finished a deal,
I don't measure it on the deal being completed, but on how many
relationships I was able to build during the deal," he says.
With the stock market now under pressure, the firms will have
to use these relationships to beat off competition as the market
tightens over the ne,,'t few months.
At present, some stocks are trading at a discount of between
20% and 50%, virtually killing the enthusiasm for IPOs that
gripped the market only two months ago. "The capital market is
big, so there is work for everyone, but because of the drop in the
market there will be a shake-out - everyone is feeling that,.big
or small," Sundaresan says.
However, players in the market are optimistic it will rebound,
with the fundamental growth in the Indian economy leading to
the increased need in companies for funds.
And lawyers are well positioned to capitalise. While in the past
bankers used to write most of the documents for IPOs, law firms
are now inseparable from the market.
There is even talk that the regulator SEBI could in the future
choose to register firms that it could recommend as counsel on
IPO transactions.
So, it seems that key firms are coming to dominate the Indian
IPO market. "In India, there are a number of firms in this
space, but you can count the number of .firms on your hands,"
Sundaresan says.
With the existing reputations and experience they have built it
is unlikely this will change much when the market returns. AlB
(ii)both the sign and the mark must be used in re1ation to identical
or similar goods or services; and
(ill)on account of the presence of the first 2 conditions, there
exi,..~teda 1ikelihood of confusion on the part of the pu!:;lic. The
1ikelihood of confusion was to be assessed with regard to the
surrounding circumstances and extraneous factors such. as
trade practices.
The CA also noted that section 27(2) was similar to section 8(2)
ofthe Act, which related to the refusal of registration of a mark.
The CA took the view that this same approach could be adopted
for the refusal of registration of a mark.
This decision is significant as it clarifies that the same approach
is to be adopted for trade mark infringement and opposition
proceedings. A mark that fails to secure registration as a result of
opposition proceedings based on a prior registration is therefore
likely to also infringe the prior registration. However, the merit
of such an approach is questionable as infringement proceedings
are considerably more expensive and
onerous than opposition proceedings. .
Also query whether a Registrar's
finding that the marks are similar
under section 8(2) may be relied
upon in securing summary judgment
for trade mark infringement under
section 27(2).
Karol Goh
Associate
Intellectual Property and Technology Group
Alban TayMahtani & de Silva
Phone:+6565345266
Email:karolgoh@atmdlaV.l.com.5g KarQIGoh

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