Future of General Counsel Role

In an age of complex regulations and rapid technological change, the role of the General Counsel (GC) has expanded far beyond traditional legal advice. It now demands strategic business partnership, technological savvy, and a forward-looking mindset. This episode offers a deep dive into this evolution, guided by the extensive experience of Dr. Mukul Shastry.

Meet the Speaker: Dr. Mukul Shastry

Dr. Mukul Shastry currently serves as the General Counsel at Cube Highway, a Singapore-based private fund that acquires and manages Indian toll roads. His career, spanning over two decades, is a unique blend of legal practice, academia, regulatory oversight, and corporate leadership.

Dr. Shastry began his journey practicing law at the Rajasthan High Court. Driven by an interest in the newly-formed Competition Act, he pursued a PhD in Trade and Competition Law. This academic path led him to a role as an Assistant Professor at the National Law University, Jodhpur.

Seeking to understand the regulator's mindset, he joined the Reserve Bank of India (RBI), where he spent six years in departments including Foreign Exchange and Banking Supervision. After completing his MBA from IIM Ahmedabad, Dr. Shastry transitioned to the corporate world.

His corporate journey included roles at the RPG Group and heading the legal profile for Adani Ports and Logistics, before taking on his current GC position at Cube Highway. This varied background provides him with a rare, holistic perspective on the intersection of law, business, and regulation.

Key Insights from the Conversation

Do you think that GC’s should take a board of a company?

Dr. Shastry identifies two primary types of corporates in India: the promoter-driven company and the professional-driven setup. In a promoter-driven model, the founder's vision is paramount, and a GC might be kept separate from board discussions to allow for free-flowing business ideation before legal constraints are introduced. The promoter may prefer to take decisions, then consult the GC on how to execute them legally.

In contrast, a professionally-managed company often includes all key stakeholders, including the GC, in board-level discussions. This approach champions collective responsibility, ensuring the legal head is aware of the full business context and shares accountability for decisions.

Should GC & in-house counsels get the status of KMP under Companies Act?

Dr. Shastry shares his strong personal opinion that GCs absolutely should be designated as Key Management Professionals (KMPs).

He argues that traditionally, the legal role often fell under the CFO, who bore the associated responsibilities. However, today's regulatory and compliance landscape is far too complex for a CFO to manage alongside their own financial duties. As the "conscience keeper" of the company, Dr. Shastry believes the GC must be a KMP to be fully responsible and vigilant in decision-making, stating, "I feel the time has come to amend [the] company act and make the CLOs KMP."

Do you have any mentors & if so, how have mentors helped you throughout your journey?

When asked about the role of mentors, Dr. Shastry confirms they are "absolutely required" and that he was fortunate to have guidance at every stage. He credits senior lawyers and judges from his early litigation days who would patiently listen and correct him, even as a junior lawyer.

In academia, his Vice-Chancellor at NLU Jodhpur, Professor AK Koul, personally guided his PhD research. At the RBI, his superiors helped him shift his mindset from a lawyer to a central banker, understanding the economy-wide impact of his work. He continues to learn from leaders in his corporate roles, concluding, "If you do not have a mentor, find someone."

Do you think GCs & in-house counsels can fill vacancies in Tribunals, Courts?

Dr. Shastry offers a practical perspective on this debate. He strongly supports appointing experienced GCs as judicial members in specialized tribunals. He argues that a GC with 20 years in infrastructure, for example, understands the industry's problems better than anyone and can contribute immense value.

However, he is more cautious about GCs becoming High Court or Supreme Court judges. He notes that most GCs spend their time on M&A, contracts, and policy, not the day-to-day "court craft" of litigation. He believes that until GCs are permitted to appear for their own clients and re-engage with active litigation, they may not be prepared for that specific role.

How do you manage through all the minute details of drafting, reviewing & negotiating high-value contracts?

A fascinating insight from Dr. Shastry's current role is his organizational structure. The contract claims and risk management department at Cube Highway is separate from the legal department and is headed by a civil engineer, not a lawyer.

He explains that in high-stakes infrastructure projects, contracts are massive and technically complex. A lawyer may not grasp the engineering nuances, while an engineer "can understand and appreciate those facts" and ensure they are reflected properly in the contract. This specialized department handles the entire contract lifecycle, from drafting to managing obligations, notices, and change-in-law provisions.

Is there a need for standardized templates & how often you think these should be reviewed?

Dr. Shastry strongly agrees that standardized templates are essential, even for a complex company. He suggests a GC should identify the 20-30 most common contracts (e.g., EPC, O&M, SHAs) and create a standard template for each.

This template establishes the company's "going position" and acts as a crucial checklist. While negotiations will always happen, starting from a standard ensures critical clauses aren't missed, which is vital in high-value contracts where a small omission can be costly.

How do you mitigate across different geo-political issues and ensure the contracting process is compliant?

Geopolitics, like the US printing dollars or the Russia-Ukraine war, creates sentiment-driven investment climates. Dr. Shastry notes that GCs must be aligned with the C-suite on these risks.

One key strategy is to use bilateral investment treaties (BITs). For example, by investing from a country like Singapore, a company may be able to take advantage of its treaties with a third country, providing an extra layer of protection for the investment.

What are your thoughts on AI: A threat or a help?

Dr. Shastry uses a powerful analogy: horses were the primary mode of transport for thousands of years, yet cars made them "extinct" (as transport) in just two decades. The industry around horses (drivers, blacksmiths) didn't disappear; it evolved.

He sees AI in the same light. "AI is something whether you like it, you do not like it, it is going to come and going to take you away." He stresses that GCs who are not aligned with legal tech will lag behind. AI will not replace lawyers but will eliminate mundane tasks like research and case-finding, forcing lawyers to evolve and become more strategic and intuitive.

Having seen multiple CLM platforms, what are your views on CLM?

Dr. Shastry views Contract Lifecycle Management (CLM) as a fundamental necessity, much like legal research software. He states that with the sheer volume of contracts (from simple POs to complex SPAs), managing them manually is no longer feasible.

A CLM platform is essential for tracking obligations, payment terms, and key dates. He also sees CLM as an integrated solution, not just for legal but for finance and HR as well, noting that "ultimately contracts" are everywhere. He predicts CLM will be a standard tool for all large and mid-sized companies in the near future.

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Disclaimer: The views expressed in this podcast are the speaker’s personal opinions and do not necessarily reflect the positions of the podcast, Volody, or any current or former employers.