Who Reviews the Reviewers? The Case for an Independent Legal Audit of Your India Strategy

American corporate governance has institutionalized the second opinion in finance and medicine. Audit committees hire auditors who do not manage the books. Terminally ill patients fly to Mayo Clinic for a fresh read of the same scans. Yet when the subject is a company's legal position in India — often a commitment of hundreds of millions of dollars — the same boards routinely accept a single narrative from a single firm, sometimes one that was introduced to the deal by the very counterparty it is supposed to be protecting them from.

This is not an accusation of bad faith. It is an observation about structure. And structure, in cross-border legal work, quietly determines outcomes.

How the Conflict Creeps In

The pattern is familiar. An Indian partner or acquisition target proposes a local law firm "who knows us, who will move quickly." The US company, lacking its own network, accepts. The firm is competent. It is also embedded — commercially and socially — in the ecosystem it is advising you to enter.

Consider the incentives at work. A firm that derives significant business from Indian corporate groups has every reason to be measured in its criticism of those groups. A firm hoping to win ongoing mandates from the acquirer has reason to present the transaction as smooth. A firm whose introduction came through the counterparty faces a loyalty gradient no engagement letter fully neutralizes.

None of this requires misconduct. Advice simply acquires a tilt — a hedged risk disclosure here, an optimistic regulatory read there. Over the life of an India entry, those small tilts compound into a strategy built on someone else's comfort.

What an Independent Review Actually Looks Like

A genuine second-opinion audit is not a hostile re-litigation of every memo. It is a structured, bounded review with a narrow mandate. In our practice, it typically covers four questions:

First, is the legal risk register complete? Independent counsel re-examines the underlying facts — land titles, litigation history, regulatory exposure, related-party arrangements — rather than reviewing summaries of them. In India, where family-held groups, layered shareholding, and informal practices are common, the gap between the summary and the substrate is where the danger lives.

Second, is the advice current? Indian regulation moves quickly — foreign exchange controls, data protection, labor codes, tax regimes. A legal opinion drafted eighteen months ago may be quietly obsolete. Fresh eyes check currency as a matter of course.

Third, are the recommendations aligned with the client or with the ecosystem? An independent reviewer asks whose interests each recommendation serves, and whether alternatives were considered or simply never raised.

Fourth, is enforcement and exit actually possible? Deals are signed optimistically. An audit asks the unglamorous question: if this goes wrong, can the US company get out, get paid, or get a judgment enforced? Many India strategies have never seriously confronted this.

When It Is Worth the Cost

Not every engagement justifies a parallel review. The calculus changes, however, when the stakes are structural: an acquisition of an Indian company, a joint venture with a family-controlled group, a technology transfer involving core IP, or any arrangement where the Indian counterparty selected your counsel.

Against a transaction measured in tens or hundreds of millions, an independent audit costs a rounding error. The relevant comparison is not the fee against zero; it is the fee against the cost of discovering, after closing, what a second set of eyes would have flagged in three weeks.

A Note on Diplomacy

General counsel sometimes resist the idea, fearing it signals distrust of their chosen firm or offends the Indian partner. Both concerns can be managed. Independent reviews are standard practice in mature legal markets, and a counterparty with nothing to hide rarely objects to one. Firms confident in their advice welcome scrutiny; the resistance itself is data.

Frame it the way audit committees do: no one hires a second auditor because the first lied. They do it because concentration of judgment is a risk, and risk is what governance exists to manage.

Fresh Eyes as Policy

The strongest recommendation is procedural, not personal. Adopt a standing policy: any India commitment above a defined threshold receives an independent legal review by counsel with no relationship to the deal's introducing parties. Make it routine, and it stops being an accusation and becomes architecture.

Companies spend enormous energy auditing their numbers. Their legal positions in India deserve the same discipline — because unlike the numbers, legal risk there tends to reveal itself only when it can no longer be managed.