India Business Law Journal – November 2025

Come prepared

Key contributions of due diligence lawyers can spot trouble in transactions

In the world of law, preparation and completing due diligence is mostly centred on avoiding undesirable outcomes. Complexity, however, is also a common factor in the legal sector where a major component of a lawyer’s responsibility is about preventing problems before they emerge. Behind every successful transaction lies meticulous due diligence, an exercise that has evolved from document verification to forensic risk assessment.

The goal is to ensure that possible issues are identified early to avoid any losses, or in other words, an ounce of prevention is worth a pound of cure. Practice teams meticulously pore over multiple aspects of transactions – regulations, title journeys, disputes, market reputation, financial stability and potential risks, etc. This can also mean that, not just one person or team is carrying out due diligence requirements, but in fact multiple people in multiple teams are working together to ensure a thorough analysis is completed.

After gaining momentum, due diligence can be a smooth and co-ordinated team task, which is facilitated by technology, including artificial intelligence (AI). This issue’s Cover story dives deep into how due diligence is carried out and looks into how resource intensive the processes are. The common consensus is that the spirit behind due diligence tasks is to ensure the client is made aware of where they stand, what lies ahead, what possibilities may come up – good or bad – and prepare for these outcomes.

Due diligence professionals have to overcome a variety of hurdles to reach the final outcome. India’s fragmented regulatory landscape, with state-by-state variations in compliance requirements, demands specialist expertise across corporate, tax, IP, litigation, and environmental streams. Counterparties also often hesitate to share information readily.

Another major struggle is the non-availability of information in digital format and the difficulty of finding some information in English. Thus, the due diligence process can be resource heavy and has evolved over time to adopt technology and even use AI.

Microscopic scrutiny is not limited to due diligence. Unlocking transparency in governance puts promoter-led enterprises under the lens, which have long since been the backbone of Indian commerce. Greaves Cotton’s group general counsel and company secretary Atindra Nath Basu argues that while concentrated ownership offers strategic agility and long-term vision, it also presents vulnerabilities: opaque related-party transactions, weak board independence, and succession opacity.

India’s governance architecture has evolved through three distinct waves: the Harshad Mehta scandal (1992); the Satyam scandal (2009); and the Securities and Exchange Board of India’s (SEBI) 2015 Listing Obligations and Disclosure Requirements regulations with the 2017 Kotak committee report.

This resulted in a culmination of stringent SEBI regulations, mandatory minority approvals for material transactions and robust stewardship codes. Basu also discusses the significance and role of the evolution of proxy advisory firms and regulations around it. The author cites the Tata-Mistry dispute and the unsuccessful Zee-Sony merger as case studies to demonstrate how independent directors, guided by proxy advisers, can challenge promoter dominance.

New Delhi’s recurring winter smog triggers operational disruptions, both environmental and regulatory, affecting logistics, construction and manufacturing. To combat this, Rajiv Malik, legal leader at LG Electronics, writes in Air pollution: Why legal must act, that in-house counsel must integrate air quality risks into enterprise matrices, establish cross-functional steering groups, and ensure business responsibility and sustainability reporting disclosures withstand scrutiny. Air pollution was once seen as a civic nuisance, but it has turned into an issue that necessitates board-level attention.

India Business Law Journal’s A-List 2026 honours Legal Icons, Vanguards and A-List lawyers who exemplify finesse, client-centricity, and strategic vision. The lawyers on this list are household names within business circles. They combine technical mastery with commercial sensibility, demonstrating that excellence transcends mere compliance. The two notable changes to the A-List this year is the inclusion of the Vanguard category that recognises A-list lawyers who serve as partners at India’s top-tier law firms, and the participation of IBLJ’s Editorial Board in the nominations process.

While IBLJ honours senior lawyers whose leadership, technical excellence and work on high-stakes matters have earned praise, the list is not a definitive roll call of India’s top lawyers. It serves as a snapshot of those receiving the strongest endorsements at a particular moment in time, with numerical caps meaning that some outstanding practitioners inevitably fall outside its scope.