Upasana Rao
Partner - Corporate, Environmental, Social, and Governance (ESG), Private Equity
Corporate | Mergers and Acquisitions | Private Equity | Restructuring | ESG
Overview
Upasana Rao is a Partner in the Corporate practice, with a focus on mergers and acquisitions, private equity and venture capital transactions, joint ventures, and corporate restructuring. She has represented public and private companies and private equity funds in a variety of transactions including share and asset acquisitions, debt and equity investments, structured financing, mergers, joint ventures, carve-out transactions, insolvency and distressed asset acquisitions and cross-border transactions. She advises clients on corporate governance and conflict management in their investments.
Upasana has extensive experience advising on transactions across various sectors, including energy and infrastructure, real estate, telecom and digital infrastructure, industrial and manufacturing, automotive, financial services and healthcare. She has advised private equity, venture capital funds and corporate venture companies on their investments in SaaS and technology sectors, electric mobility, fintech, healthcare, education and e-commerce.
Upasana also advises on investments in impact and sustainability sectors including microfinance, affordable housing, agriculture, climate and energy transition and waste management.
Upasana regularly engages with industry associations and government for policy deliberations and advocacy. She was part of the review and drafting committee for India’s new bankruptcy code, and the framework for aircraft leasing in India’s IFSC.
Upasana is part of the firm’s internal Sustainability and ESG Committee to support the Management Committee in integrating sustainability best practices within the firm.
Education
Kings College London, University of London (2008)
Symbiosis Law School, Pune (2005)
Admissions
The Bar Council of Maharashtra and Goa (admitted since 2005)
Industry body memberships
- Vice Chair Programming, ABA International Law Section – M&A and Joint Venture Committee
- Committee for Ecosystem Development, India Impact Investor’s Council
- Consultant member, Indo-French Chamber of Commerce
- Consultant member, Indian Chamber of Commerce in Korea
- International Women’s Insolvency & Restructuring Confederation (IWIRC)
Select representative clients/matters
M&A, Joint Ventures, India Entry, and Project Development
- Singapore Technologies Telemedia (Temasek group) on its (i) acquisition of majority stake in Tata Communications Data Centres Private Ltd from Tata Communications Ltd (ii) acquisition of cloud technology and migration company Cloud Cover.
- STT Global Data Centres on raising $1.3 billion investment from KKR and Singtel, and on multiple data centre project acquisitions in India.
- Blackstone on its acquisition of data centre platform Airtunk from Macquarie Asset Management and PSP Investment Board and developing Indian data centre platform Lumina CloudInfra through real estate acquisitions and project development.
- RMZ on its USD 1.7 billion joint venture with leading global data centre operator Colt Data Centre Services (part of Fidelity Investments group) for the development and operation of data centres across India.
- Long Ridge Equity Partners in the acquisition of customer engagement software company Acqueon Technologies Pvt. Ltd., from founders, Evertech Holdings (Everstone) and Cisco and subsequent sale to Five9 Inc.
- Stratkraft A.S (Norway’s state utility company) on the acquisition of (i) the Tidong 100 MW hydro power project in Himachal Pradesh and debt restructuring and (ii) Lanco Mandakini hydro project under an insolvency resolution process.
- Mitsui on (i) a joint venture with cold chain logistics division of Transport Corporation of India (ii) investment in Pinnacle Mobility (EKA), OEM for electric buses and small commercial vehicles.
- Wilmar Sugar Holdings Pte Ltd. on its acquisition of a controlling stake in Shree Renuka Sugars Ltd.
- International Paper on its buyout of public listed company The Andhra Pradesh Paper Mills Ltd., under a public open offer.
- Thomas Cook Plc on the sale of its stake in its listed Indian subsidiary (Thomas Cook India) to Fairfax Financial Holdings Ltd. under a takeover offer.
- General Electric on the sale of (i) water & process technologies business to SUEZ, (ii) industrial solutions business to ABB Ltd., (iii) intelligent platforms business to Abaco
- Aon Plc on (i) the sale of its HR outsourcing and benefits administration business to Blackstone (ii) sale of its absence management outsourcing, consulting and recruitment outsourcing business.
- SAPA Inc. (Orkla) on the acquisition of aluminium extrusion business from Alufit India Pvt. Ltd. and subsequent sale of the business to Hindalco Ltd.
- Snapdeal/Jasper Infotech on the sale of its logistics business ‘Vulcan Express’ to the Future group.
Private Equity, Venture Capital, Impact Investments
- BP Technology Ventures on investments in the e-mobility and charging infrastructure space in India through portfolio companies Zingbus, Magenta Mobility and Blusmart.
- Deutsche Investitions– und Entwicklungsgesellschaft (DEG) on investments in (i) Welspun Energy renewable energy assets and sale to Tata Power (ii) Ivy Health Hospitals (iii) Livfin India Pvt. Ltd. (iv) Suryodyaya Small Finance Bank (v) Bio-Lutions (vi) Incred Financial Services.
- Actis on its investments in Ostro Energy and subsequent exit from Ostro Energy to Renew Power.
- EIG Global Partners on exiting their structured investment in Leap Green’s renewable energy platform to Brookfield.
- Infraco Asia Development Pte. Ltd (PIDG group) on investments in sustainable hydro energy projects, affordable housing projects, agri-energy, and biomass projects in India, Sri Lanka, and Singapore.
- Nasper on investment in tech-enabled automated ride-sharing platform Quick Ride.
- Goldman Sachs on investment into budget hotel operator FabHotels.
- Khazanah Nasional Bhd on its investments in (i) online apparel and footwear platform Yepme.com (ii) Actoserba Active Wholesale, owner of Zivame.com.
- Varde Partners on its investments and restructuring the loan portfolio of Altico Capital.
Recognition
- ‘Leading Partner‘ for Corporate M&A by Legal500, 2026
- ‘Notable Practitioner‘ for Capital Markets Debt, Corporate M&A and Private Equity by IFLR1000, 2018-2025
- Women in M&A Awards Finalist – IFLR/Euromoney
- Thomson Reuters’ Stand-out Lawyers
- ‘Top M&A Lawyer in India’ by MergerLinks, 2024
