“As the legal counsel, we are frequently required to operate in grey zones. It is where legal advice moves beyond compliance to become strategic.” – Gurcaran S. Arora, Co-Managing Partner, Gurcaran Divya Law Offices.

“As the legal counsel, we are frequently required to operate in grey zones. It is where legal advice moves beyond compliance to become strategic.” – Gurcaran S. Arora, Co-Managing Partner, Gurcaran Divya Law Offices.

This interview has been published by Anshi Mudgal and The SuperLawyer Team

From working with one of the biggest firms in the country to co-founding Gurcaran Divya Law Offices, what inspired your transition from a leading full-service firm to launching your own corporate law practice?

To begin with, technically, I didn’t co-found the firm. What was originally founded in 1977 was J S Arora & Co, a local tax practice set up by my father in a small town in India. He remains the founding partner, and we continue to carry forward the history, values, and professional integrity that defined his practice. That legacy forms the foundation on which Gurcaran Divya Law Offices stands today.

When I took over the managing seat in 2022, we rebranded the firm and focused on taking it to the next level, both in terms of geographical reach and the range of practice areas. We transitioned it from a local tax-centric setup into a boutique Corporate, M&A and Capital Markets law firm advising clients across industries and borders. In 2023, I was joined by my current co-managing partner, Divya Badlani, and together we now lead the firm.

The real turning point for me came during a deal I worked on at a leading full-service firm. We were advising the investors, and on the other side was a passionate founder, building something of real value, but his lawyer lacked the expertise to fully understand or push back on the legal risks being placed on him. The deal closed, everyone moved on, and yet I couldn’t. There was something deeply unsettling about watching someone unknowingly give away more than they should have, simply because they didn’t have the right counsel in their corner.

That experience stayed with me. It made me realise that India doesn’t just need more corporate lawyers, it needs more accessible, business-focused, high-quality legal advisors who can meet founders and businesses where they are, not just those operating in tier 1 firms for large institutional clients. That’s the gap I set out to fill.

Having worked on numerous high-value cross-border M&A transactions, what have been some of the most challenging aspects of executing such deals within the Indian legal landscape?

Let’s be honest, navigating the Indian regulatory landscape can be incredibly challenging. It is highly complex, with layers of central, state, and local laws that are often unorganised, outdated, or not readily accessible online. Approvals can take significant time, and there are usually multiple authorities and stakeholders involved, each with their own processes and expectations.

What makes things even harder is the lack of clarity in several regulatory provisions. Many times, the law is ambiguous, and no formal clarification is issued by the regulators. In such situations, lawyers and dealmakers are left to take a considered view based on legal interpretation, precedent, and practical experience, often under tight timelines.

Another challenge is the unpredictability of how different regulators or authorities might react to the same issue. A structure that works in one transaction may be flagged in another, even in the same sector. This requires not just legal acumen but also strategic foresight, strong communication with stakeholders, and a solutions-oriented approach.

Yet, despite all of this, the satisfaction of successfully closing a complex cross border deal in India is unmatched. The legal landscape may be tough, but with the right planning, advice, and execution, it is navigable.

Having worked extensively in regulatory compliance, especially for clients in dynamic sectors like fintech and renewable energy, what major sector-specific challenges do you frequently encounter?

Both fintech and renewable energy are evolving faster than the regulatory frameworks meant to govern them. In fintech, the challenge lies in navigating a fragmented regulatory environment involving multiple authorities like the RBI, SEBI, and MeitY. The laws often lag behind innovation, forcing us to interpret legacy frameworks in new contexts.

In renewable energy, the friction typically stems from federal complexity. Central policies may be progressive, but state-level execution, land laws, and tariff regimes are inconsistent and often unpredictable.

Across both sectors, regulatory ambiguity is a constant. 

As the legal counsel, we are frequently required to operate in grey zones and provide commercially grounded solutions where the law offers limited guidance. It is where legal advice moves beyond compliance to become strategic. 

Given your expertise in capital markets and corporate governance, how do you foresee regulatory trends evolving for listed companies in India over the next few years?

We are likely to see a steady shift toward greater transparency, accountability, and shareholder empowerment. SEBI has been consistently tightening corporate governance norms, be it around related party transactions, independent directors, or disclosure standards. That trajectory will only intensify as Indian markets continue to integrate with global benchmarks. The recent Jane Street case is a clear example of SEBI’s growing willingness to act decisively against market abuse, even involving global institutional players.

Environmental, Social, and Governance (ESG) compliance is also set to become more structured and enforcement-driven, moving beyond voluntary reporting. At the same time, we can expect sharper scrutiny of promoter behaviour, board independence, and market conduct, especially in the wake of recent high-profile cases.

Overall, the direction is clear: listed companies will need to move from a minimum compliance mindset to a culture of proactive governance. Those that lead on this front will be better positioned to attract long term capital and market credibility.

As someone who has closely advised on FDI and SEBI regulations, what are some common misconceptions or pitfalls that foreign investors face when entering the Indian market?

One common misconception is that India’s liberalised FDI policy means a deal can be closed quickly. While entry routes may be automatic in many sectors, the reality is that regulatory, procedural, and sectoral nuances often require detailed structuring and proactive compliance.

Another pitfall is underestimating the role of state-specific laws and local business practices, which can significantly impact timelines, particularly in sectors like infrastructure, retail, and real estate.

Foreign investors also occasionally assume that SEBI’s disclosure and takeover regulations mirror those of mature markets, but in practice, there are several India-specific requirements, especially around pricing guidelines, minimum public shareholding, and indirect acquisitions, that require careful navigation.

Ultimately, success in India requires more than just legal compliance. It demands a strategic understanding of regulatory sensitivities, stakeholder expectations, and long-term alignment with Indian business realities.
How has your legal education at Symbiosis Law School (Noida) shaped your professional journey, and what advice would you offer to law students aspiring to build a career in corporate practice?

Oh, absolutely yes. My time at Symbiosis Law School (Noida) played a foundational role in shaping my career. One of the best aspects of the institution was its strong emphasis on internships. We were not only encouraged but marked on the quality of internships we pursued. In the final two years, that push became even more intense. The structure of long weekend classes gave us the flexibility to intern during the weekdays, which made a huge difference. I genuinely owe the start of my career to the opportunities I got to intern during law school.

On the academic front, during our time, subjects like capital markets and transactional law were not deeply embedded in the core curriculum, although optional courses and guest lectures were available. From what I hear now, the curriculum has evolved meaningfully to include more practice-oriented subjects like M&A, securities law, and corporate structuring, which is a great development.

My advice to law students aspiring to build a career in corporate practice is to structure their internships thoughtfully. Start your internships with boutique or mid-sized firms to build a solid foundation, then move to Tier 2 and Tier 1 firms as your skills mature. About two good internships at each level are enough to learn the ropes. Do not chase Tier 1 firms too early in your law school journey. Reserve them for your final years, when you’re ready to demonstrate what you’ve learned and convert the opportunity into a job. Always focus on quality; what matters is not just where you interned, but what you actually learned and delivered.

What advice would you give to law students who are just starting out in their careers? What practices should they aim to inculcate early on, and what resources would you recommend to support their growth?
The single most valuable investment a law student can make early on is in meaningful internships. Not just collecting them, but actually doing quality work, asking the right questions, and learning on the ground. What you take away from those experiences will shape your confidence, skills, and career direction far more than any textbook ever could.

That said, conceptual clarity is equally important. A solid grasp of core legal principles and staying updated on legal and commercial developments gives depth to your practical work.

One area that often gets overlooked is networking and personal branding. Your batchmates, seniors, and law school peers will become your professional ecosystem and, very often, your strongest sources of referrals and opportunities. Build those relationships with sincerity, they will serve you far beyond your law school years.

Given the demands of a high-intensity legal career, how do you maintain a healthy work-life balance? Are there any personal interests or activities that help you unwind and recharge?

My trick for balancing work and life? I married the firm’s future co-managing partner. 😀 

Jokes aside, the legal profession is undeniably demanding, and striking a balance takes intention. For me, discipline is key. A structured schedule, clear boundaries, and conscious downtime help keep things in check, especially when there’s no ‘boss’ above you, but accountability still runs deep.

One habit I’ve tried to inculcate is not setting unrealistic timelines for clients. It helps manage expectations and protects mental bandwidth. Having a partner who understands both the personal and professional pressures makes all the difference, and I’ve been very fortunate to have Divya by my side, keeping both life and law running smoothly.

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