A fine balance

For more than half a century, in the corner cabin of the State Bank Building at Fort, a certain kind of business problem found its quiet resolution. A general counsel would arrive from Frankfurt or Connecticut with a 40-page note, the work of months. Rajendra Ambalal Shah, senior partner, Crawford Bayley & Co, would put it aside and listen. Ten minutes. Two questions, never more than two. Then, in one sentence, the actual issue. Everything else, he would say, follows from this.

R.A. Shah, who died in Mumbai on 11 May 2026 at the age of 94, was the trusted counsellor of a generation of business leaders. Admitted as a solicitor in 1955 and invited around 1961 by the senior British partners, then leaving India to become the youngest partner of Crawford Bayley, the country’s oldest law firm, he carried on their practice for the next 65 years.

He was a commercial lawyer in the old sense – one who understood the business before he drafted the contract, read a balance sheet as fluently as a section of the Companies Act and never confused legal cleverness with commercial wisdom.

The India of his middle career was an India of permissions. Most lawyers read those laws defensively. But R.A. Shah read them the way a businessman reads a problem: as something to be solved. Where another saw a prohibition, he saw a structure; where another advised abandoning the deal, he drafted an arrangement that gave the client 90 per cent of what he wanted, within 100 per cent of what the law required. He believed a corporate lawyer’s first duty was to find the lawful ‘yes’; only when no honest ‘yes’ was available did he turn, gently but firmly, to the ‘no’. Through the FERA decades, he piloted multinationals through dilution without loss of operational control; when the reforms of 1991 reversed the ceiling, he pointed the same instinct the other way. He did not only practise under the country’s corporate law; he was among the small group invited to write its first Takeover Code.

What set him apart, in a profession crowded with technicians, was a quality his clients could feel but rarely named. He listened – to what the chairman said and to what he did not. He understood that the founder of a business is rarely speaking only in transactional terms: he speaks of a vision, sometimes a fear, sometimes a family obligation that cannot be put on the record. R.A. Shah translated these unspoken things into legal architecture without embarrassing the client by naming them.

His most delicate work was where two interests had to be reconciled – the succession that must honour every branch of a founding family, the joint venture that must hold together two partners of different cultures. The K. K. Modi family, Nusli Wadia and Ajay Piramal trusted him with such mandates; so did the partners of dozens of cross-border ventures. He spoke of the fine balance – the middle path that gave each side enough to feel respected without crowding the other out. Families that worked with him passed their businesses on without rupture. Joint-venture partners stayed together long after their lawyers had moved on.

The boardrooms began to call him in the 1960s and never stopped. He sat on the boards of India’s most respected corporations, such as Colgate, Procter & Gamble, Pfizer and many others – several, for the rest of his working life. He treated each board as he had treated the corner cabin: a place for decisions both lawful and right.

He was, by common consent, the most courteous senior at the Bombay Bar of his time. He never raised his voice, never made an argument personal. In later decades, he gave generously to the country’s professional institutes and chambers, where he spoke on corporate governance and the discipline of being a good lawyer, because he believed the profession was something one inherited and passed on.

He leaves a profession he helped to build and a generation of counsel, who will spend their working lives trying to be a little more like him: a little more patient, a little quicker to the root of the problem, a little fairer to the partner across the table. They may not quite manage it. He was that rarest of professionals – a man whose stature was a function of his restraint and whose authority came from never having raised it.

The author was a junior in R.A. Shah's chamber in the early 1990s. What the juniors learnt in the corner cabin is not found in any law books