Law firm attention targeting Indian capital markets routinely focuses on cultivating relationships with domestic corporate issuers. However, the published advisory rosters of large Indian offerings reveal that the issuer’s own relationship controls only one or two counsel appointments out of five, and that seat is typically the least likely to be available.
The remaining three mandates are allocated by parties with their own institutional relationships: underwriting syndicates, selling shareholders, foreign parents, and international placement managers. Each of these participants brings its own counsel and makes its own selection. An international or domestic law firm whose practice positioning is focussed exclusively around the Indian issuer is competing for a seat that is heavily defended by legacy group advisers, while the appointments that regularly change hands are allocated by financial institutions the firm may not be speaking to.
Take, for instance:
Tata Capital: Five Firms, Five Principals
The Tata Capital initial public offering, at an offer size of approximately INR 155 billion ($1.75bn), was the largest to date by an Indian non-banking financial company and the largest Indian IPO of 2025. Comprising a fresh issue of 210 million shares alongside an offer for sale, the transaction required five separate law firms, each retained by a different principal.
Cyril Amarchand Mangaldas advised Tata Capital and Tata Sons which were the issuer and the group holding company. Latham & Watkins acted as international legal counsel to Tata Capital. AZB & Partners and Sidley Austin combined to advise the book-running lead managers (BRLMs). Talwar Thakore & Associates (TT&A) advised the International Finance Corporation (IFC), the institutional selling shareholder, on its partial stake sale.
The issuer side produced two appointments: its domestic counsel and its international counsel. The remaining three firms secured their mandates through the underwriting syndicate and an international development finance institution.
Lenskart: Separate Representation, Single-Firm Consolidation
On the $821 million offering of Lenskart Solutions, the advisory seats divided along the same structural lines:
- Issuer and Promoters: Cyril Amarchand Mangaldas ran two separate internal capital markets teams, one advising the company, and a second advising the selling promoters.
- Institutional Selling Shareholders: Trilegal acted as Indian counsel for the selling shareholders.
- Book-Running Lead Managers: Shardul Amarchand Mangaldas advised the BRLMs on domestic law.
- International Syndicate Counsel: Sidley Austin advised the lead managers on the international tranche.
The Lenskart structure demonstrates that even where distinct principals require independent legal representation because a company and its selling promoters hold conflicting liabilities in the offering document, a single incumbent firm can absorb both teams. Rather than opening an additional mandate for outside counsel, the issuer side tends to consolidate within existing group relationships.
Pine Labs: Redomiciliation and the Secondary Shareholder Split
On the INR 39 billion ($439.5m) public offering of Pine Labs, the mandate distribution reflected the corporate sequence that preceded the listing:
- Issuer Counsel: Cyril Amarchand Mangaldas advised the company on both its domestic capital markets documentation and the preceding cross-border reverse merger.
- Underwriter Counsel: S&R Associates advised the book-running lead managers.
- Individual Selling Shareholders: TT&A advised the individual founders and selling executives.
- Institutional Selling Shareholders: Khaitan & Co advised the remaining institutional investors selling into the offer.
Across an offering that required navigating a complex inbound amalgamation alongside an IPO, three of the four counsel roles were allocated by parties other than the issuing company.
Canara HSBC: Joint Ventures and Foreign Shareholders
The Canara HSBC Life Insurance offering aggregated INR 25.16 billion ($286m) entirely through an offer for sale of 237.5 million shares by existing shareholders, reflecting its joint venture ownership structure:
- Issuer: S&R Associates counselled the company.
- Underwriting Syndicate: Trilegal advised the book-running lead managers.
- International Counsel: Linklaters acted as international legal counsel.
- Foreign Joint Venture Partner: TT&A advised HSBC Insurance (Asia-Pacific) Holdings on its position as a shareholder.
The issuing entity determined one domestic appointment; the underwriting syndicate, international distribution requirements, and foreign joint venture partner determined the other three.
The Syndicate Mandate: Allocated by a Finite Shortlist
The syndicate seat is the most frequently recurring mandate across large offerings. While corporate issuers select their investment banks, it is the banks that select the syndicate’s legal counsel.
Across these four offerings, there were 26 book-running lead manager appointments, filled by 16 financial institutions. Eight of those institutions appeared more than once, with Axis Capital and Citigroup each appearing on three of the four deals.
The institutional names recur consistently: Kotak Mahindra Capital, Axis Capital, Citigroup, Morgan Stanley, J.P. Morgan, BNP Paribas, HSBC, SBI Capital Markets, ICICI Securities, IIFL Capital Services, HDFC Bank, JM Financial, Motilal Oswal, Avendus Capital, Jefferies, and Intensive Fiscal Services.
This mandate is governed by a small, repeating group of investment banks that select their own legal advisers. On Tata Capital, a single legal appointment covered a syndicate of ten banks and was shared by two law firms.
Institutionalising the Selling Shareholder Mandate
The most instructive pattern across these transactions concerns the selling shareholder.
TT&A held that seat on three of the four offerings: advising the IFC on Tata Capital, HSBC Insurance (Asia-Pacific) Holdings on Canara HSBC, and the individual selling shareholders on Pine Labs. Three unrelated issuers and three unrelated transactions produced one recurring legal position.
This demonstrates that the selling shareholder mandate can be captured as an institutional category rather than competed for on a deal-by-deal basis. The selling shareholder on a large Indian offering is frequently an institution with no domestic operational footprint. It could be a development finance institution, a foreign joint venture partner, or an offshore private equity fund. It requires counsel on its own exit mechanics, tax position, and disclosure exposure, and it makes that selection based on criteria entirely separate from the issuer’s preferences.
Because this instruction originates with offshore investors rather than the issuing company, it is rarely captured by issuer-facing business development.
The Institutional Footprint: How J.P. Morgan Allocates Mandates
The degree to which these appointments travel with financial institutions rather than Indian corporates is demonstrated by a single market participant across the evidence set: J.P. Morgan.
J.P. Morgan sat on the BRLM syndicate on Tata Capital and Pine Labs. When Emirates NBD made its acquisition of a controlling stake in RBL Bank through an equity infusion of up to approximately $3bn, the transaction triggered a mandatory open offer of roughly $1.3bn under SEBI Takeover Regulations. J.P. Morgan acted as manager to the open offer and brought in JSA (led by partner Anand Lakra, alongside Ami Shah, Janhavi Jagtap, and Viraja Shah) to act as legal counsel to the open offer manager.
On RBL Bank, Shardul Amarchand Mangaldas advised the foreign acquirer Emirates NBD, and AZB & Partners advised the target bank. The third Indian firm on the transaction was JSA. The firm secured its mandate because J.P. Morgan was appointed as manager to the offer.
This transaction surfaces a distinct seat type that arises when preferential capital triggers takeover thresholds: the open offer manager’s counsel. The mandate was created by securities regulations and awarded by a global investment bank. No Indian corporate board chose that appointment.
Similarly, on British American Tobacco’s $429 million partial divestment of ITC Hotels via an accelerated bookbuild, the mandates divided strictly along institutional lines: Shardul Amarchand Mangaldas advised BAT on Indian law, Herbert Smith Freehills Kramer advised BAT on UK law, and Cains Advocates in the Isle of Man acted as local counsel for Tobacco Manufacturers (India). AZB & Partners advised Citigroup Global Markets India on the block trade agreement, alongside Ashurst on overseas aspects.
The domestic operating company whose shares were being sold had no named legal counsel in the transaction roster; every appointment belonged either to the foreign selling shareholder or to the investment bank.
Internal Client Rosters
Across a standard cross-border transaction, five distinct legal seats are won in different ways:
- The Issuer’s Domestic Seat: Retained by legacy group advisers and rarely available.
- The Issuer’s International Seat: Selected based on cross-border capital markets track record in the relevant international financial centre.
- The Underwriting Syndicate Seat: Selected by a repeating population of investment banks.
- The Selling Shareholder Seat: Selected by international funds, joint venture partners, or DFIs, often reflecting existing global relationships.
- The Transaction Manager Seat: Awarded by investment banks managing statutory open offers or block trades.
Three of those five seats are decided without the Indian issuer’s involvement, and three are reachable directly through financial institutions such as investment banks, private equity funds, or DFIs. For these, the global law firms may already have been advising them in London, New York, or Singapore. The fourth seat, i.e,, the issuer’s international counsel is competed for on capital markets track record, while the issuer’s domestic seat remains anchored to legacy group advisers.
For a firm evaluating its capital markets strategy, the relevant diagnostic requires examining internal client rosters rather than conducting external market research. Ask:
- Which of the firm’s global banking clients regularly underwrite Indian equity offerings or manage open offers?
- Which of its institutional fund clients hold pre-IPO stakes in mature Indian businesses approaching domestic listings?
Cross-referencing those two lists identifies the firm’s actual addressable market. That exercise yields a target group of institutional decision-makers that is considerably shorter, more concentrated, and more actionable than attempting to blanket the domestic corporate market.
Lawfinity Solutions advises international law firms on cross-border legal market positioning. If the India corridor is a live question for your firm, we would be interested in a conversation. Lawfinity works with one firm per jurisdiction. Engagements begin with a single conversation about your firm’s current position and where the corridor question is live for you. Write to Prachi Shrivastava
