Saturday, 11 November 2023

Book Review: Kill The Lawyers, by Shishir Vayttaden

Quick, think of a lawyer fiction book you’ve read and enjoyed, and the chances are that the lawyer-hero/heroine in question, whether it be Perry Mason or a John Grisham hero, is a criminal lawyer. There are many lawyers who don’t go to court to ply their trade, but these folks almost never grace pages of a book of fiction. In India too, there have been a number of lawyer-heros who, usually in a movie, manage to prove the innocence of someone falsely accused of a crime or convict a guilty person who would otherwise have gotten away scot-free. In particular, Aditya Sudarshan's A Nice Quiet Holiday comes to mind. So, is it even possible to make a hero out of a lawyer who is not a litigator? Shishir Vayttaden, a leading corporate lawyer based in Mumbai, evidently thought it was possible and picked up the gauntlet through his debut novel Kill The Lawyers and I should say that Vayttaden has managed to do the impossible, which is to make a hero out of a laptop warrior who whispers advice in his or her clients’ ears and gets remunerated for the counsel provided. To do so, Vayttaden has picked Public M&A, which usually involves the sale and purchases of shares of companies listed on stock exchanges or the merger of listed companies, activities which are heavily regulated by the Securities and Exchange Board of India, primarily under the Takeover Code, as his canvas.

Edwin Edamarra is an interesting character. A former amateur boxer, he dresses like a lumberjack and, like many corporate law partners, works very long hours and drives his subordinates (especially Anjali Mathur) nuts by overworking them. Edwin is single and has a Man Friday who takes care of him. Most importantly, Edwin is a good human being. He has friends across the spectrum and a sense of justice and fairplay even when working for clients who don’t always play square. One cant help but like Edwin, the main protagonist in all nine stories in Kill The Lawyers. Some of the clients like Nostral and a few other characters appear in more than one story. Anjali Mathur and Edwin’s boss Amit Adhikari, who is nicknamed Ron Burgundy by Vayttaden, also appear in most stories.

For those familiar with Indian commercial law firms, many of the human relationships, such as the one between Edwin and his boss Amit Adhikari or Anjali Mathur’s experiences (driven to the brink of despair with research after convoluted research), will ring a bell. The law firm - client relationships, such as where a law firm, when working for a client, is pitted against a particular corporate, impresses the hell out of that corporate and is later hired by that corporate, or what a law firm does when an angry client has to be placated, will also not be too strange, though Vayttaden does blow it up. For those who have followed Indian Public M&A transactions over the past twenty years, many of the plots underlying the stories will seem to be oddly familiar. Kill The Lawyers has open offers, artificial inflations of the minimum price that a buyer would have to offer to the public in an open offer, mutual funds refusing to approve a sensible merger at the behest of their investors, who are rivals of the merging entities, White Knights, Indian promoters fighting to stave off takeovers by MNCs more out of fear of the skeletons that will come out of closets if the acquisition succeeds, the travails of the micro finance industry, gold loan companies and much more

Edwin comes from a middle-class background and Vayttaden gives sufficient hints to convey that his own personal background isn’t dissimilar. At times, Edwin goes against his own class interests and values. In one of the stories, where a merger between Oster Auto and Kaslow Motor Parts is blocked by a union, Anjali is forced to call him out. ‘Edwin your grandpa led the teachers union. There’s not one lawyer in the country who has not read his case in law school,’ she reminds him angrily. However, easy-go-lucky Edwin easily makes friends with all and sundry, including his very well-off class-mate Varun Dayan. Later when Edwin helps Chandubhai Agarwal stave off a takeover bid by Grande Acier of France, Varun, then working for a Singapore law firm, acts for Grande Acier and the friendship between the two opposing lawyers helps ease the transaction towards its conclusion. 

Most stories are set in tony South Mumbai, but at times the action moves to Kolkata, India's former commercial capital, or to Hyderabad and in one story, to Ghansoli in Navi Mumbai. The action venues range from Edwin’s law firm to the exclusive Belvedere Club in the Oberoi at Nariman Point to corporate offices of clients. In many of the stories, threads from Edwin’s personal life play along as a sub-plot, such as a fight with Dolly Shah, the Secretary of the Residents Council of the housing society where Edwin lives or an interesting train journey which a ticketless Edwin had undertaken in the past and his encounter with an interesting fellow passenger.

Vayttaden’s language is at times very simple and at times flowery and poetic, which is in a way, similar to Edwin’s lifestyle. For example, once when Edwin finishes an assignment at 4 am, we are told that a crepuscular light was breaking over city and sea. Tiny ships had grown around the anchoring lights and the stars were making their final stand in a cloudless sky. Just like Vayttaden, Edwin can also be witty and sarcastic. When asked by Spanish JV Partner Andolius when a particular transaction would conclude, Edwin retorts that it would as soon as the Spaniards finish the famous Sagrada Familia.

Vayttaden is required to explain various laws and regulations in order to get his reader involved in the plot of each story, be it a merger or a hostile takeover and Vayttaden does this with simplicity and verve. Provisions of the Banking Regulation Act, SEBI's Takeover Code, Stamp Duty Rules, all of these are simplified and packaged in easy-to-swallow capsules for the benefit of the reader, accompanied by a tall glass of cool water. 

The best part of each story in Kill The Lawyers is how Edwin manages to save his client from a hopeless position and either checkmates his opponents or at least gets a stalemate. To do this, Ed goes much beyond the role of a desk-bound corporate lawyer. Once, he takes French leave from his law firm and goes to Hyderabad to play detective, at the risk of being fired by his firm.

I thoroughly enjoyed reading Kill The Lawyers and am sure you will too.

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