Arunav Ghosh and Shreyansh Singh

Prakash Narayanan is Global General Counsel of L&T Technology Services and a 2001 graduate of the National Law School of India University. He previously served as Counsel and Chief Compliance Officer at IBM India and South Asia, and, before that, spent eight years at Bombardier as Assistant General Counsel for Contracts and Legal Services, where his brief ran to litigation in the United Kingdom and Canada and trade proceedings before United States tribunals in a period when aircraft manufacturing became an instrument of diplomacy. He began his career at Blake, Cassels & Graydon in Canada.

Arunav Ghosh and Shreyansh speak with him about where the in-house lawyer is located between enabling the business and restraining it, how a legal function keeps pace with an employer that was building artificial intelligence into aircraft and medical devices well before its regulators had acquired the vocabulary, how much of international trade law is law and how much is politics conducted through legal form, and what the profession’s claim to serve the rule of law amounts to on contact with the client’s interest.

LISTEN TO THE PODCAST

Prakash Narayanan: Hi, Arunav, sorry for the delay.

Arunav: Hello! No worries. I think you might remember me from the AI conference.

Prakash Narayanan: I didn’t have it. It wasn’t on my calendar, so I totally forgot about it. I was stuck in another meeting.

Arunav: How are you doing otherwise?

Prakash Narayanan: I’m okay, thank you.

Arunav: I’m good, I’m good. So I’m in my third year and Shreyansh is in his second year now. I will record the introduction to your component of the interview separately, just so that we have more time right now to ask questions. I think Shreyansh will start with the first question, and you can go forward.

Prakash Narayanan: Hi. So just before we get there, how long do you think we need for this?

Shreyansh Singh: Yeah.

Arunav: I think we should be done under the hour, before 5.

Prakash Narayanan: Okay. Sorry, just give me one second. I have to do some coordination, moving some meetings around. Is there any chance — I’m really sorry to do this — okay, let’s start.

Arunav: Right, we can try to fit it under 4:30 if that works better for you. We’ll just try to keep it moving.

Shreyansh Singh: Okay.

Prakash Narayanan: Yeah, ideally, but let’s see how it goes.

Arunav: Okay, great. Shreyansh, go ahead.

Shreyansh Singh: Yeah, so you studied at NLS and we are also studying here right now. So we just wanted to know how your time here shaped your career and your overall legal thinking.

Prakash Narayanan: Thank you for that question, Shreyansh. My time at NLS really shaped who I am right now, both as a person and as a lawyer. I did not have and do not have any family background in law. So to me, law was a new area and a new career pathway. Everything that I learned about law and about the practice of law was all from law school. And not just that — it wasn’t just about law, it was also about the way of thinking, the way of communicating. All of those elements are things that I learned at law school by being around the professors, lecturers, teachers, and colleagues there. One of the great things that law school does is attract the cream of aspirants to law, and that makes a difference in your outlook and how you think about society in general. So it gave me a lot of exposure to not just law, but society in general. That’s clearly shaped my thinking, as I said, not just as a lawyer but as a person.

Shreyansh Singh: Great. Coming to the second question — today, day zero, a lot of people from the 5th year are trying to get into corporate law firms. That’s considered a traditional job option for people from law school. But sir, you chose to become an in-house counsel, and today you’re in a global IT giant in that role. How do you see your choice, when most of your colleagues and friends from law school tended towards corporate law or academia?

Prakash Narayanan: Right. There are different pathways, and over time, the pathways that are more interesting or more acceptable have also changed, especially in India. Certainly when I graduated, which is now about 25 years ago, it was far more prevalent to go into the practice of law at a law firm, or into academia through a master’s and then a PhD. Going straight into an in-house role was less common. And even after a few years, it was not that common to go into an in-house role. However, that has certainly changed over time.

I myself took the path of practising law at a law firm and then going in-house, and I do think that has a lot of advantages. Even now, when I speak to more junior members of the bar or students thinking about career options, my advice is typically to, if possible, explore the opportunity of going to a law firm first, before considering in-house roles. The reason is that at a law firm you get a lot more exposure to different kinds of matters — litigation, M&A, general corporate matters, competition law, IP — a breadth of different kinds of matters. Whereas typically if you go in-house, unless it’s a very large company with a huge in-house team, you’re focused on a much narrower set of transactions. Also, the kind of on-the-job training is often better at a law firm.

Having said all that, the reason I made the choice to go from a law firm to an in-house role is what I’ve commonly heard many others explain as their reason too — to be closer to business, closer to understanding how business operates, what the challenges are to getting a deal done or running a business, and to being closely integrated with strategic choices from an early stage. Whereas at a law firm, you’re often brought in as a hired resource to solve an issue or get a transaction done — you come in, you get your job done, and you’re out. You don’t see the business evolve, you don’t see the strategic decisions. That was the primary driver for me to move in-house, and in my current role, I’ve really seen that entire gamut — being involved from the very early stages of strategy and decision-making across the areas that impact the business.

Shreyansh Singh: That’s insightful, sir. Coming to the next question, focused on how the emergence of AI has impacted all of us — we are all using Claude in some way or another, and it’s impacted the industry quite a bit. How has the role of the legal function changed within tech companies over the last decade in light of the rise of AI and other technological innovations?

Prakash Narayanan: Sure. Frankly, I don’t think it’s specific to tech companies. The role of the legal function has changed with the evolution of technology across all industries. Because we are a tech company, and tech companies are often at the forefront of new technologies such as AI, we start to see the use of AI earlier than perhaps other companies not in the tech sector — there’s also more of a drive to use those tools earlier. Because we are a tech company, we’ve seen Copilot, Claude, Anthropic, OpenAI, and so on being used by our own business, whether for creating solutions for our customers or because our customers are using AI. So there’s automatically an expectation and an urge to use those tools that are more readily available to us than to a business that’s not in the tech sector.

So we are early adopters — we’ve been using AI tools for a couple of years already in different ways. We also have inbuilt AI tools, and that’s another distinguishing factor, because we’re in the tech sector and have internal engineering capabilities to build AI tools for our specific use. We’ve built our own tools for contract review, for example, or for limited contract drafting. So those are some examples of how, as a tech sector, we’ve been early adopters of AI and similar technology.

Shreyansh Singh: Great. I think Arunav would like to take the next question.

Arunav: Thank you. You were also Chief Compliance Officer at IBM for a really long time. I wanted to ask — what’s the difference between a compliance framework, where you’re primarily creating documentation, as compared to an in-house or general counsel role, where you’re involved in the business and have a seat at the table?

Prakash Narayanan: Great question. I think it’s useful for students to think about and understand these different roles which broadly fall within legal and compliance. Roles that could roll up to a general counsel include compliance, what we call core legal, intellectual property, enterprise risk management (as I do in my current role at LTTS), and data privacy. These are all pathways for lawyers to expand their skill set and horizon.

I’ll focus on the question you asked, on compliance. Compliance could be of different kinds. In India, there’s a requirement to have a company secretary — specific requirements under the Companies Act require the company secretary to sign off on certain things. There could be board-level compliance — signing off on annual reports, ensuring board meetings and committee meetings occur as they’re supposed to, ensuring statutory requirements under the Companies Act are abided by. That’s one kind of company secretarial compliance.

The other element is compliance with law generally — compliance with regulatory requirements. For a company like ours that does business across the globe, that could mean anti-bribery compliance — do we have systems in place to ensure compliance across all jurisdictions we operate in? There are laws like the Foreign Corrupt Practices Act in the US and the UK Anti-Bribery Act, which have extra-jurisdictional application — they apply not just to companies incorporated there, but to those with operations there, like ours. That’s part of what the compliance function does, and it often rolls up into the legal team or the general counsel’s team. Another example is data privacy — compliance with privacy regulations across all the jurisdictions you operate in, whether that’s the GDPR in the EU, the CCPA in California, other US state privacy legislation, or our own DPDP Act. Those are examples of instances where compliance rolls into legal because it’s integrally tied to what the law in these jurisdictions requires you to follow.

Arunav: That was a very interesting response on the roles. My next set of questions is on IP protection. At a firm like yours, building products or engineering IP with embedded systems in medical devices, in aerospace — how is authorship and ownership contested in scenarios where you’re possibly building for another company to use? Also, cross-border technology transactions involve a patchwork of regulatory regimes — we’re primarily talking about liability there, but also governance of technology ownership. How do you manage legal risk across jurisdictions, particularly India, the EU, and the US?

Prakash Narayanan: Fair question, and an involved one, but let me answer at a slightly higher level. At the end of the day, for any company providing services or products to others, it’s really about sharing risk — figuring out the most appropriate way to share risk between seller and buyer, whether for services or products. Product companies typically have standard terms and conditions. For a business consuming a standard product, like a phone, there’s a standard list of terms and conditions — you buy it, accept the terms, there’s a warranty, and off you go. There’s no IP right you get out of that, and typically no opportunity to negotiate. If you’re talking about bigger, more bespoke products, or solutions and services, that becomes a conversation between the two companies about how risk is going to be shared.

It’s the same with IP ownership, or what licences and access you have. As a services or solutions-driven company building something for a customer, the customer may say, “I want to own the IP or deliverable, because I’m paying for your work and resources.” You may agree to that. Or you may say, “I’ll provide my intellectual capability to you, but what I deliver is for limited usage by you in these circumstances — I retain the core IP, which I can license out to others.” That’s the other end of the conversation. In some situations the first works, in some the second, in some it’s a combination — it all depends on who’s willing to pay for what. Often it’s a conversation between the two entities about their preferred position, and then arriving at what actually works for the parties.

Arunav: Right. My next question is centred on the Indian jurisdiction, now that we’re seeing new regulations come up — particularly the DPDP Act, which is now live but still in its early stages of implementation. How do you see it shaping the obligations of technology companies operating in the Indian market, particularly one that moves data across borders, servicing global clients?

Prakash Narayanan: I think one thing the government has done pretty well with the DPDP Act is that the whole process has taken time — a lot of time, honestly. In some ways that’s a good thing, because it gave companies time to figure out how to adapt and be better prepared to comply. Second, most companies doing cross-border work involving cross-border transfer of data were already compliant with GDPR requirements, and the DPDP Act has taken principles from around the world that the government believed worked best in the Indian context. So the baseline hasn’t shifted so much that companies need to throw out their old GDPR compliance framework and adopt a completely different one — it’s largely the same framework with tweaks as needed. So I don’t believe it will change much for companies doing cross-border work, since they’ve already built up their framework thanks to GDPR and other jurisdictions’ privacy legislation — it’s about making smaller tweaks along the way. How enforcement plays out, and whether more work comes with that over time — probably yes, and that will mean legal teams dealing with data privacy will need to build up that skill set over time.

Arunav: I’ve been following your LinkedIn pretty closely leading up to the interview, and I saw you were speaking at a panel titled “The General Counsel’s Playbook: Steering Through Tech Turbulence.” My next question is about exactly that moment of tech turbulence. Two things seem to converge here: one, India is now being sold as a jurisdiction climbing out of being a place for back-office services into a market that does R&D and innovation for the rest of the world, higher up on the value chain. And the Indian government is simultaneously trying to decide how to regulate AI, and this market may not be as fluent in that language as other markets. So — how should the industry prepare itself for the legal risks posed by AI regulation? And is the market genuinely shifting in terms of value distribution between cross-border partners, or is value still being captured in rent and IP?

Prakash Narayanan: Okay, there’s a lot to unpack, but let me answer in a couple of ways. You’re absolutely right that, as a company offering solutions and services across the globe to customers in the US, Europe, Japan, some of that work is done out of India, and the kind of work customers want done out of India is certainly going up the value chain. That’s a good thing for us, and a very positive sign for the industry as a whole. If you look at the annual reports from a number of the IT majors, you’ll see a lot of them focusing on AI and how they’ve used it to win larger customer contracts. It’s not just using these LLMs — none of which are Indian, frankly, whether Claude, Copilot, or OpenAI — to spit out answers and hand them to the customer. No customer is going to pay you for that; they have access to those tools too. The question is: how are you using AI to deliver results and output to the customer faster and more comprehensively, improving cycle time for any project? Those are the areas where our industry in India is able to show value and win customers. One of the great things the IT industry in India has done is show that we’re extremely adaptable and quick to adapt, and that’s what’s allowing these companies to not just stay alive but thrive. That also means they have to keep running on this journey.

What does that mean for legal? We have to keep abreast of those developments too, and think about how they trickle down into the agreements we’re signing — what commitments we’re able to make, both on the IP side and on liability, indemnity, and warranty, because of the use of these tools, and because customers want us to embed AI, whether homegrown or third-party, into our solutions. We’ve got to think about that proactively. The business doesn’t wait for the legal team to come up with the perfect contract language — the sales team pitches an idea, signs a contract, and moves to the next project; the delivery team delivers. The legal team’s job is to get ahead of these developments, know they’re coming, think proactively about what the customer is going to want or expect, and prepare for that in advance — so that when the contract lands on your desk, or when you’re pitching why your company should be selected over a competitor, you can explain why, because you’ve already thought about IP ownership, indemnity, and so on. The legal team has to not just be aware, but proactive about developments in the tech sector itself.

Arunav: Right. I wanted to take this opportunity, continuing the comparative nature of our questions, to touch on two more career-related things Shreyansh was getting at. You did your LLM at Osgoode Hall. For a student weighing an LLM abroad today, what justifies it, and has something changed since your time? And second — you built a career in North America pretty comprehensively before returning. What do you think an Indian legal mind brings to a global boardroom that might be undervalued or not appropriately valued? And what do Indian lawyers need to learn to be fluent in those boardrooms?

Prakash Narayanan: Great, three questions. Let me start with the first — is there value to doing an LLM abroad? I think a lot of that depends on the individual. For me, doing an LLM abroad was for two reasons: one, I wanted exposure outside of India; two, I was really interested in the area I did my LLM in, international trade law, and wanted to explore opportunities in it, which were, to be honest, fairly limited within India — and, as I discovered, fairly limited anywhere except a couple of places like Geneva and Washington D.C. Those were my prime motivators. Some of my peers had different ones — some went into academia via an LLM and then a PhD; others wanted the exposure but were clear they wanted to go into a law firm abroad and stay there, and that’s where some of them are now.

So it really depends on what your motivator is. If you’re fairly clear that you’re going to do a master’s and then come back because that’s where you want to grow your career, you might want to think about another route — working for a few years in India first, and then doing a master’s, which some of my classmates did. As an anecdote, I went through a recruitment process at NLS in my fifth year, got offers from a couple of firms, and told one of them I was thinking of doing a master’s instead. A senior lawyer’s advice to me was: if you think you want to build a career outside and stay there forever, go. But if there’s a possibility you’ll come back, for family or other reasons, think about working here for a few years first, then doing the master’s — because that builds your resume, helps you decide what to study, and lawyers who do master’s abroad are typically older than Indian graduates who go straight from law school, because the pathway to becoming a lawyer in most Western jurisdictions, certainly North America, is longer, so they’re more mature and have a better sense of what they want. There’s also the financial angle — it’s not cheap, and for graduates in Western jurisdictions it’s often a conscious choice tied to going into academia, whereas for someone from India, it’s often not the sole reason — it might be one pathway among others, like going into private practice at a law firm, which is fine, but it is a financial burden. Ideally, since you’re spending that time and money, you’d want to do it in an area you’re genuinely interested in, and a couple of years of working in India might give you that clarity.

Arunav: My second question was on what habits Indian lawyers could evolve to operate better in [global] boardrooms.

Prakash Narayanan: Right, thank you for the reminder. I think there were two elements to that. What could Indian lawyers learn from outside India that would help them be part of these boardroom or strategic discussions? I think one of the things — and this isn’t news to anyone — is communication skills. Writing skills, speaking skills. Indian lawyers are very good, and we have excellent students who are strong in all of these skills, but I think on average, some of these skills are better honed in some Western, English-speaking jurisdictions. That may relate to the manner of education, the length of study, and the maturity of students and lawyers there.

On the other side, what do Indian lawyers bring to the table outside India? I think it’s perspective. Indian lawyers have such a broad perspective on world affairs — that’s something lawyers in other jurisdictions often don’t appreciate as much. That comes from the nature of our own education, our history, and our geographical position — we’re a country extremely exposed to and aware of what’s going on around the world, and that reflects in how we study law. Our law is heavily influenced by what’s happening around the world; comparative law is something we excel at, and we have such a rich history and jurisprudence within India — Supreme Court and various High Court judgments often have comparative elements built in. When writing research memos in India, you’re often doing comparative analysis — maybe not always, but you get the point. That’s a unique perspective and a great strength, not always immediately visible, but something students should use to their advantage — bring in that comparative analysis, whether going abroad for a master’s or working at a law firm, and talk about the fact that you’ve thought about issues comparatively, that there are other perspectives. That’s not just in law, but in life experience too — I think that’s a huge strength we can excel at.

Arunav: I was glad you brought up international trade law as the reason you chose your LLM — it’s a system I’m just now trying to grapple with, given how complex it is. I had a question centred on international trade law. You were there during a live trade dispute between the US and Canada during your Bombardier years. I know you ran the contracts team and there was probably a separate litigation team, but seeing how the US Commerce Department behaved during that time, and how the International Trade Commission responded — how much of international trade law, in your view, is law proper, and how much is politics using law as a means to conduct itself at that level?

Prakash Narayanan: Excellent question, Arunav. To be honest, the trade dispute during my time at Bombardier was one of the highlights of my career. Because I had a background in and interest in international trade law, I put up my hand immediately when the Canadian government got hit with countervailing measures by the US. I had the good fortune, even prior to Bombardier, of working at a law firm in Canada as part of the international trade team, so I had some experience working with the Canadian government on responding to these matters. I was part of the Bombardier team helping the Canadian government front-end that dispute.

But your point is absolutely right that international trade law is a mix of core law and politics, to put it bluntly. A lot of the behind-the-scenes activity is things the in-house lawyer doesn’t see. As general counsel, you may be aware of some of it, and may even have an opportunity to influence it — that’s where your contacts and network with government and government agencies, and your experience, become important. But often these are things discussed government-to-government, by ministers. Does the private sector have influence over those? Absolutely. Do they act as stakeholders, are they often consulted? Absolutely. Those are opportunities, even as a trade lawyer, to demonstrate value. A lot of trade lawyers aren’t just pure lawyers in the traditional sense of reviewing contracts or managing litigation — they’re often also government relations folks, sometimes lobbyists. That’s another example of how a lawyer doesn’t need to be a “traditional” lawyer — you can branch into various other areas depending on your interest. But you’re right — international trade law today is increasingly less about the rule of law and more about politics playing out. That’s just reality. That might change over time, in terms of how international trade is run — bilateral or multilateral agreements versus unilateral exercise of power — but as an international trade lawyer, you could be involved either way: examining whether a unilateral exercise of power violates certain international treaties or impacts your domestic business, or looking at it from a bilateral or multilateral treaty perspective.

Arunav: Great. This brings me to my last question, and I think we don’t want to take up more of your time, so we’ll try to conclude here. This question is on the role of a general counsel, tying back to the idea of law and the rule of law. Throughout this conversation, we’ve explored how India is at the start of making regulations around AI and technology transfers, and the public interest question and the industry interest question are being framed in these debates right now. Even from what you’ve said about the role of a trade lawyer, I imagine the role of a general counsel at a technology company in India today would have to include some policy or governmental consultation functions. I see a contrast here: on one hand, your profession is to represent the company’s interests; on the other, the legal profession also carries this idea of serving the public interest, of bending to the rule of law. How are these interests negotiated when you’re doing government consultation or regulatory functions as a general counsel? How are they balanced?

Prakash Narayanan: Great question again. Look, I’ll frame the answer from the perspective of a lawyer generally, not necessarily as general counsel of a tech company specifically. Frankly, I think this is one of the areas that, within our Indian legal system and education, we don’t focus on enough — and one where perhaps some other jurisdictions do a better job — balancing, or at least ensuring, that lawyers keep their duty towards law and justice top of mind. There’s a professional code of conduct — when we get admitted to the bar, we take an oath, and that code applies to us, whether in India or any other jurisdiction. But how many of us actually keep that in mind as we go about our daily work? Part of that is perhaps better enforcement in other jurisdictions than in India — maybe because of volumes, or other reasons.

But I think it’s important, as privileged students who have the opportunity to attend top-tier law schools, that we create the benchmark — that’s one of our obligations that comes with that privilege. That means upholding the standard of saying, “I’m not just acting out of self-interest for myself or my employer — I have a greater calling, to my profession and to the rule of law.” If we think of it in those terms, then yes, there are likely to be more conflicts of interest and grey areas. Those are really the tests of what you, as a lawyer, bring to the table and believe in as a professional who lives by a code of conduct. There’s never going to be a single right answer — there’s going to be a lot of grey, a lot of conflicting pathways, and how you choose to advise your client or your stakeholders is what really demonstrates the kind of person you are and the kind of benchmark you set.

At the end of the day, as a professional, you have a greater obligation, and you have to think about that as the touchstone for all your decisions. Of course there’s a balancing element, but if you find you can’t give advice your professional code of conduct wouldn’t allow, then your options are limited — at the most extreme, you resign from your role. Those are tough decisions you have to make, and that’s part of who we signed up to be as legal professionals. I’d encourage all your listeners to think about that as they go along their career journey.

Arunav: Thank you so much for giving us so much of your time and letting us pick your brains on these questions, which we think are of utmost importance. I hope you liked the set of questions we brought today, and that we were able to bring some value to this conversation.

Prakash Narayanan: Absolutely, Arunav and Shreyansh. Thank you so much for making the time, despite your extremely busy student lives. Kudos to you on this initiative — I’m also very impressed by the amount of research you’ve done, and the thought you’ve put into making these questions meaningful, both to me and hopefully to your listeners. Thank you again for the opportunity.

Arunav: Thank you. We hope to meet you again soon. Thank you so much.

Shreyansh Singh: Thank you, sir.

Prakash Narayanan: Absolutely, my pleasure. Thanks.