In Conversation with Seema Jhingan

Founding Partner, LexCounsel Law Offices

Q1. Could you begin by sharing your professional journey and what inspired you to establish LexCounsel? What were some of the defining moments that shaped your career in corporate law?

Seema Jhingan:
I started my career as a young lawyer in mid-nineties when there were fewer women lawyers and corporate law firms. After a year in litigation, I found my true calling in corporate, commercial and transactional law which I greatly enjoy to date. It was an exciting time as India was on the cusp of economic liberalisation post the new 1991 industrial policy. This gave us extensive opportunity to work with foreign and domestic investors on cross border transactions, joint ventures/technology agreements, shareholders agreements, exchange control regulations, minority protection, foreign direct investments and regulatory approvals. Challenge of supporting large clients in their investments in India to briefing my seniors lawyers on complex matters gave me tremendous exposure.

I (along with my co-founders) set up LexCounsel in 2004 as a small firm with little resources and no affiliations or clients but since then our Firm has grown in size, clients, team and reputation. LexCounsel, Law Offices is currently a fully corporate, commercial and litigation law firm with offices in New Delhi, Bhubaneshwar, Odisha and other offices in major cities across India.

Q2. Your expertise spans mergers and acquisitions, private equity, corporate governance, telecommunications, education law, and regulatory advisory. How have these diverse practice areas evolved over the years, and what emerging trends should businesses and young lawyers be paying close attention to?

Seema Jhingan:
My practice areas developed organically from continuous client representations on varied areas. Initially, a single team of lawyers handled all areas related to a transaction such as investment advisory, corporate governance, regulatory etc., and that helped a lot in getting an overall perspective of a deal. That has now changed significantly. Today, a single midmarket acquisition in the ed-tech space, for instance, requires fluency in deal structuring, PE fund dynamics, governance design for the post-close entity, sector regulation, tax issues and often data or consumer protection law, all at once. These disciplines require specialised know-how and teams, but working in distinct silos never helps the transaction. My experience in varied areas helped me in developing critical understanding of various sectors and specific aspects of a transaction wholistically.

For instance, both telecommunications/satellite space and education sectors are highly regulated areas and are also undergoing rapid regulatory recalibration driven by technology, spectrum policy and data localisation in telecom and the explosion of ed-tech, cross-border education models, not-for profit structures and student data protection in education law. In both, the regulatory advisory work has become inseparable from the transactional work, and one cannot structure a deal well without understanding various nuances of the sector.

For businesses, my advice is simple: build regulatory foresight into commercial strategy rather that treating it as a compliance afterthought. The companies that win are the ones that engage counsel early and not at the later stage.

For young lawyers, I would emphasise three things. First, resist over-specialising too early. The most valuable advisors today are those who can move fluidly between transactional, regulatory and governance thinking. Ones who have both a business mindset as well as a legal mind to think wholistically and structure deals accordingly. Second, get comfortable with technology and data privacy issues. They now cut across every practice area. Third, develop genuine commercial judgment, not just legal analysis. Clients increasingly want counsel who can think like a business partner, not just a legal technician.

The common thread across all these areas is this - law is no longer reactive. The best practitioners today are anticipating regulatory and commercial shifts before they arrive and that mindset is what will define the next generation of leading lawyers.

Q3. Having advised on numerous M&A and private equity transactions, what do you believe are the key ingredients for successfully negotiating and closing complex deals while balancing legal risks with commercial objectives?

Seema Jhingan:
After years of sitting across the table on complex transactions, I believe that successful deal-making has less to do with legal or technical cleverness and more to do with judgement, that is knowing when to hold a point firmly and when to let it go in perspective of the bigger picture. A handful of principles have consistently made the difference.

First, start with commercial clarity, not legal positioning. The deals that close smoothly are the ones where counsel understands what the client actually needs from the transaction, not just what the contract should say. Before I negotiate a single clause, I want to know the client’s real walk-away point, their appetite for post-closing risk, critical legal and regulatory risk factors in the deal and what “success” looks like for them eighteen months out. Legal risk only means something in that commercial context and a “perfect” contract that kills a deal’s economics is not a win.

Second, front-load the hard conversations. Complex deals fail more often from issues surfacing late, such as an unresolved indemnity cap, a regulatory approval nobody flagged early, a governance dispute buried in a shareholders’ agreement, rather than from the actual negotiation itself. I push teams to identify the two or three genuinely contentious issues at the outset and negotiate those first, rather than working through a term sheet sequentially and hitting the landmines at the end.

Third, maintain optionality until the last responsible moment. Complex deals rarely go exactly as planned. Financing falls through, regulatory timelines shift, a key employee leaves. Hence, building in flexibility without over-engineering the document is a skill that comes from experience, not precedent language.

Finally, it is important to remember that relationships outlast transactions. Especially in PE where sponsors and management teams often work together again, or in M&A where competitors become partners, how you negotiate matters as much as what you negotiate. Being firm without being adversarial and knowing which battles matter to your client, tends to produce better outcomes than a scorched-earth approach, and it is usually what gets a deal to signing in the first place.

The lawyers who close the most complex deals are not the ones who spot every conceivable risk, they are the ones who know which risks genuinely matter and can communicate that judgment clearly to their clients and counterparties alike.

Q4. You have consistently been recognized by prestigious organizations, including BW Businessworld, AsiaLaw, ICCA, and CCAI. Looking back, what achievements are you most proud of, and what do these recognitions represent to you beyond professional milestones?

Seema Jhingan:
Awards and recognitions matter but I cherish clients’ accolades more. So, each time I have exceeded clients’ expectations and helped close a complex transaction or solved a legal issue which seemed to have reached a dead-end, brings a huge sense of satisfaction and purpose to my work.

Q5. As a founder and managing leader of a successful law firm, how do you foster a culture of excellence, mentorship, and innovation while preparing the firm for the rapidly evolving legal and business landscape?

Seema Jhingan:
Building a firm is fundamentally different from building a practice and that is something I have always inculcated into the way we work. A practice is about your own judgment and client relationship; a firm is about creating an environment where excellence does not depend on any one person being in the room.

On excellence, we incorporated a view of excellence as institutional discipline rather than excellence as individual brilliance. That means investing heavily in how we train, how we review work and how we transfer knowledge, so that the quality of advice a client receives does not vary depending on which senior happens to be leading the matter. We hold ourselves to the same rigor whether it is a landmark transaction or a routine advisory matter, because clients remember consistency far more than they remember any single brilliant moment.

On mentorship, I have always believed this is where firms either compound their value or slowly erode it. I have always seen and believed in the practice of explaining not just what to do, but the why - the commercial reasoning behind a legal position, the judgment calls that do not appear in any textbook, the depths into which one needs to go to actually find the right answers. We have tried to streamline that approach rather than leave it to chance by providing structured feedback, real exposure to client interactions early on and a deliberate effort to give younger lawyers ownership, not just tasks. The lawyers who stay and thrive are the ones who felt genuinely mentored and developed, not just used and deployed.

On innovation, we have made the deliberate decision to integrate a few support systems and AI tools for efficiency and faster workflows. Consolidated research tools are used for case law jurisprudence and AI tools for tasks like due diligence, contract analysis, legal research etc., which frees up our lawyers to spend more time on judgment, strategy and client counsel. Just as importantly, we have invested in training our people to use these tools critically and responsibly, so that client confidentiality is maintained and learning skills are not diminished owing to technology dependence.

Finally, I encourage the team to assume onus, responsibility and adaptability towards the client and the transaction.

A combination of the above creates a healthy culture of developing a skilled team with trust and purpose with a resilient and adaptable firm.

Q6. With increasing digitalization, evolving regulatory frameworks, and the growing influence of artificial intelligence, how do you see the future of corporate legal practice, particularly in areas such as M&A, private equity, and technology law?

Seema Jhingan:
The changes coming to corporate legal practice over the next two to four years will likely be more significant than what we have seen in the last twenty, and M&A, private equity, corporate advisory and technology law sit right at the centre of that shift.

The mechanics of deal-making are changing faster than the underlying law. Due diligence, document review and contract analysis, traditionally the most labour-intensive parts of transactional work, are being compressed drastically through technology. This is not just about efficiency; it changes what clients expect. Turnaround times that once justified weeks of work now need to happen in days and clients increasingly expect real-time deal intelligence rather than static reports. Firms that have not rebuilt their workflows around this will struggle to remain competitive on complex deals.

Further, in terms of regulation, we are seeing convergence rather than fragmentation. Data protection, antitrust, foreign investment screening, sector specific rules, anti-money laundering regulations are increasingly interconnected in ways they were not a decade ago. A single cross-border tech acquisition today can trigger data localisation requirements, national security review, competition scrutiny and sector licensing simultaneously. Regulatory advisory is no longer a separate workstream bolted onto a deal, it now has to be embedded in deal strategy from the outset.

When it comes to artificial intelligence, I see significant shifts in law practice and two issues stand out. First, AI is transforming how legal work gets done, from accelerating diligence drafting and research to freeing lawyers to focus on judgment and negotiations strategy rather than document processing. Second, AI itself has become a subject of the law we practice. We are now advising clients on AI governance, algorithmic accountability, IP ownership and confidentiality over AI generated outputs and liability frameworks that are still being written in real time. Technology law is no longer just about data and IP; it now increasingly includes advising boards on how to govern AI use responsibly within their organisations.

My view is that corporate lawyers who thrive in this environment would be those who can leverage it and use the fast-moving technology to their and their clients’ advantage. Client will continue to value our counsel only when we make it not only efficient but commercially sound with efforts of risk mitigation strategies.

Q7. What advice would you offer to young lawyers, especially women aspiring to leadership positions in the legal profession, on building credibility, developing commercial acumen, and creating a long-lasting impact in the corporate legal world?

Seema Jhingan:
My advice starts with this, for women lawyers, do not bring your gender to your practice. Don’t let your male colleagues or clients talk you out of your dream of making it big in the legal profession. Do not wait until you feel completely ready before raising your hand for stretch opportunities or speaking up in rooms where you are often the only woman present. The reality is law practice is tough, needs consistent hard work, is less remunerative in the initial years, requires a lot of self and family sacrifice but once that base understanding is clear, there are many opportunities for not only self-growth but also for making real contribution to the society.

I would also add that credibility is built through consistency. Early in your career it is tempting to chase the biggest deals or the most prominent partners for exposure. What actually builds lasting credibility is being the person whose work colleagues trust without needing to double check- that reputation compounds far more than any single high-profile matter.

Have a curious mind, ask why a deal is structured the way it is, understand what your client’s business needs beyond the legal question in front of you. Lawyers who understand commercial context early become indispensable much faster than those who wait for permission to think beyond the brief.

Equally important is building a strong network of sponsors, not just mentors, who actively champion your abilities, advocate for your advancement and create opportunities for you when you are not in the room.

Finally, define impact on your own terms. Long-lasting influence in this profession does not come only from external titles, but what matters the most to you and with consistency, quality work and good standards, those goals are achievable.