In memory of R. A. Shah, 1931–2026
In the corner cabin of an old building at Fort, I once watched a general counsel arrive from Frankfurt with a forty-page note, the work of months. My senior set it aside and listened. Ten minutes. Two questions, never more than two. Then, in a single sentence, the actual issue. Everything else, he said, follows from this.
He was R. A. Shah — senior partner of the country’s oldest law firm, counsellor to a generation of chairmen. He died this month, at ninety-four. I was a junior in his chamber in the early nineties. Most of what I know that matters, I learnt standing in that room.
Let me give you three of those lessons — because they were never really about law. They were about how to decide.
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Understand the thing before you touch it. He read a balance sheet as fluently as a section of the Companies Act, and never confused legal cleverness with commercial wisdom. In any field: master your craft — but be the one who sees the business, not just the clause.
Find the lawful yes. His was an India of permissions, and most lawyers read those laws defensively — they saw a wall and advised walking away. He read the same law the way a businessman reads a problem: as something to be solved, giving the client ninety per cent of what he wanted within a hundred per cent of what the law allowed. Anyone can spot the problem. The value is in looking for the solution first.
Listen to what is not said. A founder rarely speaks only in transactional terms — he speaks of a vision, a fear, a family obligation he cannot put on record. My senior heard those unspoken things and turned them into structure, without ever embarrassing the client by naming them. He called it the fine balance — giving each side enough to feel respected without crowding the other out.
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Now connect them — because they are the reason for this letter.
Reading the business behind the clause. Finding the yes. Hearing what no one says aloud. That is exactly the part no machine can do for you. AI will draft the contract and model the deal in seconds. What it cannot do is sense the fear behind a founder’s confidence, or feel that a number is pointing the wrong way. That instinct is still human. It always will be.
My senior never wrote a book. When I wrote a few words for him this month, I ended on the only line that felt true: what was learnt in the corner cabin is in no law book.
That is why I am writing this — to pass along, dot by dot, the things that were never written down. The way he passed them to me.
We will get to the deals and the headlines next time. This first edition belongs to him.
— Nitin
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Connecting Dots — every fortnight, I take a deal, a policy, or a person and tell you the thinking behind it. Insights and instincts.
I’m a corporate and M&A lawyer in Mumbai. For three decades I’ve advised global companies and their boards on coming into India, on joint ventures, and on mergers and acquisitions, and I continue doing it. Busy as that keeps me, but I always make time for younger professionals — through this letter, and through my conversations for law students — because staying close to young minds keeps me learning. If something here struck a chord, write back. I read every reply – nitin@nitinpotdar.com