The GPS Paradigm

For successful mergers, acquisitions and joint ventures by Nitin Potdar

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About The Book

This is the first book of its kind which prescribes a far-sighted scientific theory which the author has christened as the GPS Paradigm for M&As and JVs, an end-to-end systemic solution to enable every company to thrive (not merely survive), stay relevant, and ensure sustainable growth. He prescribes this theory based on the length, breadth, and width of my professional experience of several transactions over three decades, including innumerable deep dive conversations with CEOs, CFOs, legal advisors, and counsel among other stakeholders across different domains, industries, and countries.

GPS Paradigm is not a formula for blind adoption, nor is it a silver bullet for all ills. Business by its very nature is prone to transactional failures despite the best of intentions, but more importantly, even the transient failures will not in the least disprove the tenets and principles of the GPS Paradigm; instead, they would reinforce the unshakable doctrines, such as the fidelity and foolproofness of this paradigm.

Don’t believe what your eyes are telling you. All they show is limitation. Look with your understanding, find out what you already know,
and you’ll see the way to fly.
– Richard Bach, author of Jonathan Livingston Seagull

What’s inside


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Chapter 1

When I returned from my business trip to London in end February 2020, little did I know that the world was about to face a catastrophe of unprecedented size and scale, a calamity that was to change our lives and livelihoods forever, in ways we would not have imagined even in our wildest nightmares. Come March 2020, Covid-19 formally announced its arrival. It was clear by then that this toxic virus was a ruthless predator intent on playing havoc, although it was acknowledged as a pandemic much later.

This abrupt home confinement was a unique experience for countless professionals like me – a mandatory sabbatical of introspection and intrigue – that was thrust on us without prior intimation by forces beyond our control. During this period of lull, when I was searching for ‘everything’ in the name of ‘something’, I came across a gem in book from: ‘Jonathan Livingston Seagull’ written by pilot-turned-barnstormer-turned-celebrated author Richard Bach. I have lost count of how many times I read this four-part book ever since.

It was perhaps the outwardly simple but magnificently profound message that deeply resonated with me. Bach, who is spiritually fixated on flying and aviation as his chosen transcendental themes, tells a poignantly inspirational story of a stary-eyed seagull named Jonathan Livingston Seagull who dares to dream of those very things his folks have dismissed as being futile and unwarranted. While his mates chase the boats lured by the prospect of savoring scattered fish scraps and littered breadcrumbs, Jonathan takes to the skies to practice the dedication and discipline of flying. His love for the skies comes with a heavy penalty: he is expelled from his tribe and made an outcast, but that doesn’t deter him from soaring higher in the guiding light of two seasoned gulls. Jonathan returns to his people to share the art and science of flying and spread love against all odds, as instructed by his Guru. Braving the initial resentment and flippancy of the natives, he imparts his experiential wisdom to a few aspiring gulls, helps them see the virtues beneath the veil, and leaves for new shores after the new flocks have become adept at flying. Towards the end of the parable, Jonathan is predictably converted into a God by his community, and most gulls spend most time in blind worship and ostensible devotion. Soon after, few birds shun the confines of conformity and take to flying with the vigour it demands. But there’s a gull called Anthony who is consumed by the apparent futility of life and decides to end his life. However, he is motivated to think otherwise in the nick of time by an enigmatic, angelic gull who appears from nowhere, and when asked for his name, only says, “You can call me Jon!” This suggestive end is so powerful in its metaphorical imagery and unpretentious sermon that sincere readers can’t help but seek to discover the Jonathan Livingston Seagull in them and appreciate the relevance in respective lives.

Every time I read the book, I go back in time to recount the cherished milestones of my personal voyage of over 30 years – my school and college time, graduation span, law college days, internship interview, initial days of practice, golden time spent with my seniors, and career highs and lows as a corporate M&A lawyer! I have knowingly and unknowingly identified with Jonathan Livingston Seagull, in contemplative hindsight, as I try to connect the dots of the proverbial line that has brought me to where I find myself today. Like Jonathan, I have suffered the pangs of discontentment with the humdrum of life, the misery of isolation and helplessness led by the craving to chart an education and career of choice, the unconditional love and support from my mentors at every decisive juncture, the need to be grounded at all times, and the urge to give back to the community by sharing what I have learnt over the years, whether from my seniors or from sheer experience.

Today, when I look back, I find great satisfaction in having delivered the lecture series on M&A and Joint Ventures over a span of more than two decades on diverse platforms – whether ILS Law School, Pune, other law schools, or various fraternity meets.

However, I have experienced a deeper sense of fulfillment in the articulation of my home-grown experiences and insights, in the form of a new corporate theory titled ‘GPS Paradigm’, to help existing and future business leaders and decision makers deal with the diktats of disruptive technology and perpetual unpredictability in the course of designing and implementing their M&A and JV plans.

I sincerely hope my book helps founders, business Leaders, CEOs, professionals, and students (of Law in particular) to make a positive difference through their contribution in the living waters of business – either as practitioners or consultants. This book is for those mavericks who, more than merely driving the change, are aspiring to be the change.



“This book provides all the ammunition for enhancing the end-to-end decision making specific to M&As and IVs. I absolutely recommend it to the inhouse counsel fraternity at large”

– Deepak Acharya, General Counsel, Wipro

Nitin Sir has tried to put in the whole of his professional life's wisdom in a single book. The GPS mantra seems practical and offers a unique understanding. This book is ahead of its time and will remain relevant for a very long time. Must add to your library.

Aditya Singh

This is a treasure trove of experiential insights and surgical recommendations, a bible for building corporate lawyers, M&A aspirants in particular

Ramanuj Mukherjee, Founder, LawSikho

The GPS Paradigm is a robust, practical, dependable and immensely energising master algorithm for achieving measurable and sustainable business success in a post-COVID world thriving on disruptive innovation.

Shailesh Haribhakti, Chartered Accountant

About the author.

Senior Corporate Lawyer & M&A Partner at J. Sagar Associates, Mumbai a leading Indian law firm, he brings with him a wealth of expertise in a niche in the arena of Mergers & Acquisitions, Foreign Direct Investments, Joint Ventures & Foreign Collaborations. A widely acclaimed foreign investment expert, he’s advised the best of Indian corporate houses and MNCs on intricate matters across verticals of Education, Entertainment, Pharma, IT, FMCG, Engineering, Automobiles, and Cement.

The Legal 500 recognizes him for being ‘The Most influential & significant Lawyer in 2019’. Chambers and Partners London observed “Nitin Potdar receives positive reviews from clients, who highlight the quality of his advice and his proficient management of transactions. Commentators appreciate his proactive approach, and his ability to “to get the deal done.”

Mr. Potdar is also the founder-director of Maxplore School of Business wherein Entrepreneurship Intelligence is taught to Schools Students (age 10 to 16). He has also been teaching entrepreneurship Schools and College levels with a program titled ‘3i – introspect, ideate and implement’. Currently, he is part of the Entrepreneurship & Startup Sub-committee of the CII-Western Region.

He is the Founder Trustee of Maxell Foundation (since 2012) set up to confer Maharashtra Corporate Excellence Awards to inspire next-generation entrepreneurs in Maharashtra.

Recently he launched ‘India Power Talk’ Webinar Series wherein International Leaders are invited to speak on how India can review its Growth Story.

He is a self-taught artist who recently had exhibited his abstract paintings at the prestigious Jehangir Arts Gallery, Mumbai. He also serves as the Chairman Gandhi Films Foundation, Mani Bhuvan set up by Pandit Jawaharlal Nehru after the death of Mahatma Gandhi.

He has authored several papers & articles on complex issues on Corporate Laws and a book titled ‘Pragaticha Express way’ on Entrepreneurship. Currently, he writes a column on Startup in Maharashtra Times. A revered speaker at several thought leadership conferences and seminars organized by leading industry institutions and chambers, he is also a self-motivated social author-activist who regularly steers public attention to the larger cause of nation building across academic, social and cultural forums.

Nitin Potdar

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