Asian Legal Business (Northern Asia) Aug 2009

www.legalbusinessonline.com

ISS

UE

9.8

ALB Special Report: Indonesia 09The unflappable archipelago

Korea liberalisation How will it affect international firms’ strategies?

LLMs v MBAsWhich will put you on the partnership track?

n LATERAL MOVES n DEALS ROUNDUP n REGION-WIDE UPDATES n MARKET DATA n SIGN OFF

ALB HONG KONG LAW AWARDS 2009: THE FINALISTS REVEALEDPLUS:

ASiA’S LeAding AdR fiRmSThe best of the best of ADR for 2009

Yes – start my 12-month subscription to ALB China and rush me the next issue as soon as it is available.Fill out the form below and fax to Michelle Chau at 852 2815 5225

Please invoice my company USD$290. (Plus an additional airmail charge of USD$34 if you are not based in Hong Kong)

Name

Company Job title

Address

Tel Fax Email

Published by Key Media Hong Kong Ltd, Unit 2706-2708, 27/F, 118 Connaught Road West, Hong Kong

For further information, please contact Michelle Chau at 852 2815 5988 or [email protected]

ALB China is the leading magazine dedicated to the legal industry in China. Each issue is packed with news, analysis and features that are essential reading for anyone interested in the PRC’s rapidly developing legal scene. A team of dedicated journalists provide in-depth examinations of all the China issues facing lawyers and in-house counsel throughout the region.

Every issue of ALB China is packed with essential reading for anyone interested in one of the fastest growing and most important legal markets in the world.• ALB China Watchlist – 10 firms to keep your eye on for 2010• In-house 10 – The top corporate lawyers in the country speak out• Hot 25 – Legal movers and shakers who have made headlines in the industry this year• ALB China Fast 10 – the fastest growing firms in China• ALB Special Reports series – Beijing, Shanghai, Guangzhou, Tianjin, Shenzhen, Hong

Kong, YRD, West China, Northeast China and Central China – unique insight into provincial powerhouses

“A quality publication providing informed, professional information about the legal services sector.”

Dr Liu Wei, Office Managing Partner, Beijing

DLa PiPer

“With its in-depth insights, ALB China adds dimensions to China’s legal industry. This is a big plus for both our lawyers and clients.”

DOng Shuguang, Partner

cOMMerce & finance LaW OfficeS

“Provides us with invaluable access to information on issues affecting law firms in the region.”

MichaeL gagie, PreSiDent Partner, hOng KOng

harneyS

“Essential reading for those who want to keep abreast of legal developments in China.”

DaviD BLuMentaL, Managing Partner, Shanghai

vinSOn & eLKinS

SubSCRIbE noW and In YouR FIRSt CopY:Saving the planet‘Green’ technology is thriving in China and is attracting billions of dollars of investments into energy efficiency and renewable energy. ALB China reports on the law firms that are taking the lead in providing legal advice and services in ‘green’ transactions.

anti-Monopoly Law ALB China takes a look at the development of the new Anti-Monopoly Law in the past 12 months and addresses the key issues regarding the new law as well as in-house counsels’ perspectives.

pRC firms top M&a league tableFor the first time ever, two Chinese law firms top the table by value in Mergermarket’s H1 2009 League Tables of Legal Advisers to Global M&A. ALB China discovers if this marks a new era of the M&A legal market which will see PRC firms play a dominant role in transactions.

Employment lawSince the new labour contract law was invoked last year, law firms have reported a fervent growth in employment law cases. Amidst law firms acquiring more employment lawyers to meet the growing demand, ALB China delves into legal counsels’ increasing efforts to comply with the new requirements.

http://china.legalbusinessonline.com/subscribe/magazine.aspx

1

Copyright is reserved throughout. no part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as ALB can

accept no responsibility for loss.


EDITORIAL ENqUIRIESJoshua Scott

T (65) 6423 4631; f (65) 6423 [email protected]

ALB enjoys alliances with the following organisations Asian Legal Business is available by subscription.

Please call (852) 2815 5988 (Hong Kong), (65) 6423 4631 (Singapore) for details or visit


Country editors The Regional Updates section of ALB is sponsored by the following firms:

China

Paul, Weiss, Rifkind, Wharton & garrison LLP is a globally oriented, full-service law firm with over 500 lawyers worldwide. Paul, Weiss is headquartered in new York and has offices in Hong Kong, Beijing, London, Tokyo and Washington d.C.

Malaysia

Tay & Partners is a malaysian law firm established in 1989 with offices in Kuala Lumpur and Johor Bahru. it is a full-service commercial law firm, advising a varied portfolio of clients across a broad spectrum of industry sectors. The firm’s vision is to be the law firm of choice to businesses investing or operating in malaysia.

Indonesia

BT Partnership is a dynamic and result oriented law firm specialized in corporate-financial restructuring and litigation practices with full-length and great detailed of experiences in safeguarding multinational clients from complex legal issues including for their m&A, fdi, funds and Structured finance transactions. in 2007, the firm has been awarded as dispute Resolution firm of the Year and further, employer’s of Choice for indonesia jurisdiction while its Partner has been inaugurated as one of the Asia Hot Lawyers of the Year 2008.

Singapore

Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. With the support of a comprehensive network of correspondent law firms, the firm serves its clients in their regional needs. The firm has been regularly noted for its iPO, m&A and general corporate work.

ADVERTISING ENqUIRIES

AustrAliABenn Sykes

T (61) 2 8437 4745f (612) 8437 4599

[email protected]

ChinAYvonne Cheung

T (852) 2815 5988 f (852) 2815 5225

[email protected]

singAporeVivian Cheah

T (65) 6423 4631 f (65) 6423 4632

[email protected]

hong KongBrenda Lau

T (852) 2815 5988 f (852) 2815 5225

[email protected]

hong KongUnit 2706 - 08, 27/f,

118 Connaught Road West, Hong Kong

T (852) 2815 5988 f (852) 2815 5225

singApore121, Telok Ayer Street

#02-01, Singapore 068590T (65) 6423 4631 f (65) 6423 4632

www.keymedia.com.sg

sydneyLevel 10, 1 Chandos Street,

St Leonards, nSW 2065 Australia

T (612) 9439 4566 f (612) 9439 4599

www.keymedia.com.au

toronto100 Adelaide Street West

Suite 300, Canada m5H 1S3T (0011 1 416) 644 8740 f (0011 1 416) 203 8940

www.kmipublishing.com

EVENT ENqUIRIEShong KongAmanda Ho

T (852) 2815 5988f (852) 2815 5225

[email protected]

singAporeVivian Cheah

T (65) 6423 4631f (65) 6423 4632

[email protected]

generAl mAnAgermandy neo

AsiA-pACifiC mAnAging direCtorRichard Curzon

design mAnAgerJacqui Alexander

designersWeiyah Chiang ivee Caburian

Business development mAnAgersBrenda Lau (Hong Kong)Vivian Cheah (Singapore)Yvonne Cheung (China)Benn Sykes (Australia)

trAffiC mAnAgers gloria ng (Hong Kong) Stacey Rudd (Australia)Patsy Ang (Singapore)

AsiA mArKeting mAnAger – legAlChris See

Australasian Professional Services marketing Associationwww.apsma.com.au

www.beijinginhouse.comwww.scca.org.sg

ALB is a sponsor of the international Bar Association Annual Conference madrid 2009www.ibanet.org

photogrApher

Thilo Pulch, Ji Junfeng, Xing Qunkai

regionAl mAnAging editor

george Walmsley

AsiA editorJoshua Scott

ChinA editorYun Zhang

produCtion editors

Katrina fox daniela Aroche

editoriAl reseArChers

Richard SzaboZhang Liying

AustrAliAn editor

Renu Prasad

Junior JournAlist

Rashida Yosufzai

IT

TM

guidance Software is recognised worldwide as the industry leader in digital investigative solutions. its enCase® platform provides the foundation to conduct thorough, network-enabled, and court-validated computer investigations of any kind, such as responding to ediscovery requests, conducting internal investigations, responding to regulatory inquiries or performing data and compliance auditing - all while maintaining the integrity of the data. www.guidancesoftware.com.

inter-Pacific Bar Association Corporate Counsel forumwww.ipba.org

Corporate Lawyers Association of new Zealand

Association Of Corporate Lawyers Sri Lanka www.aclsrilanka.com

Practice area and industry editors The Regulatory Updates section is sponsored by the following firms:

Competition / Intellectual property

ATmd Bird & Bird is a dynamic and progressive firm with an established iP, corporate & commercial, competition and dispute resolution practice. The firm also has an extensive regional experience advising both domestic and foreign clients on cross-border transactions. ATmd Bird & Bird has been voted as Singapore’s intellectual Property firm of the Year at the 2005 and 2006 ALB Awards and the 2005 AsiaLaw (iP) Awards.

International tax

AzureTax Ltd provides transparent strategic and ethical tax advice. Through our professional corporate and international, tax advisory and trustee services your tax plan is comprehensively implemented. Our tax advice provides independent innovative and rigorous solutions which deliver results and long-term accountability. Qualified UK, US, Hong Kong and PRC tax advisors. Tax filings for UK, US and Hong Kong Tax Returns.

Maxwell Chambers

Housing best-of-class hearing facilities as well as top international Alternative dispute Resolution (AdR) institutions, maxwell Chambers offers you a one-stop, full-shop services for AdR activities in Singapore. Our facilities can be used for meetings, seminars and conferences. Call us at 6332 1030 or visit www.maxwell-chambers.com for more information

Financial services

Horwath financial Services (www.hfs.com.hk), an independent member firm of Horwath international (www.horwath.com), provides a one-stop solution for your financial planning, investment, property-financing and general financial health needs. We offer a range of payment options for our services including a fee-based alternative setting us apart in an industry that is dominated by commission driven sales.

Shanghai InhouseCounsel Forum

ALB is the Asia-Pacific Legal media Partner of the iPBA Annual Conference manila 2009

indonesian Corporate Counsel Association

http://w3.icca-indonesia.com

2

EDITORIal >>

Asian Legal Business iSSUe 9.822

IN THE FIRST PERSON

Arbitration, not war

Arbitration has a history as rich as the practice of law itself. Various historical sources suggest that it first gained popularity in ancient egypt and was later used widely in Athens. According to the writings of Homer and Plutarch, it was used by Alexander the great’s father,

Philip ii of macedon as a tool to settle the cross-border territorial disputes arising from the peace treaties he negotiated with the southern states of greece. Later oratories from Cicero – most notably his entertaining first-hand accounts of Piso’s arbitrations – also illuminate arbitration’s popularity in ancient Rome where it played an important role in the maintenance of the Roman empire, a popularity and universality, it seems, that has been carried through from antiquity to the present day.

in modern times, arbitration remains one of the most commonly used forms of dispute resolution, arguably more so in Asia, where it is a vital insulation against the vagaries of unfamiliar, and at times, impartial, nepotistic and corrupt judicatures. Arbitration is big business for national governments, arbitral bodies and, of course, lawyers.

But we shouldn’t confuse the popularity of international arbitration within the legal community for popularity among clients. for as much as in-house lawyers and business leaders recognise the importance of international arbitration for the reasons stated above, disputes of any kind remain a remedy of absolute last resort – something to be avoided at all costs. This much is evident from our inaugural guide to Asia’s leading arbitration and dispute resolution firms (see p38). All of our survey respondents cite the sometimes onerous costs of arbitration and the increasingly longer time it takes for matters to be adjudicated, not to mention the fact that disputes may adversely affect their business in certain jurisdictions, as reasons for such views.

for them, a leading arbitration firm is one that recognises disputes don’t necessarily begin and end in front of an arbitrator or in a court room, and that many can be avoided by astute counsel at the front end of deals. This is perhaps not something that sits well with the full-service business model on which most law firms operate – one where a firm’s corporate department feeds its disputes practice – but it will no doubt ensure arbitration wins the same favour with clients as it has with their lawyers.

“Most disputes can be avoided. What we want from external counsel here is someone with foresight who can look after us at the front end of transactions to avoid a situation down the track where we are caught up in lengthy disputes”The general counsel of an Asian-based real estate company (p42)

“Arbitration will probably always be preferable to litigation”Paul Starr, Mallesons Stephen Jaques (p50)

“Providing legal training and taking actions to prevent risks from occuring costs money. However, the long-term benefits to the company will be enormous”Michael Qiu, P&G (p52)

Arbitration remains one of the most commonly used forms of dispute resolution, arguably more so in Asia where it is a vital insulation against the vagaries of ... nepotistic and corrupt judicatures

When you face legal issues halfway around the world, who is there to trust for

knowledge and on-the-ground experience?

Lex Mundi, the world’s leading association of independent law firms, has gathered

160 premier firms in more than 100 countries. With a Lex Mundi member firm

on your side, you can be confident that you will receive the best possible legal

expertise with superior service and local market knowledge, anywhere, anytime.

Through their knowledge of their local markets, Lex Mundi member firm lawyers

can unite you with a deep understanding of their jurisdiction’s social and

political systems and can expertly steer you through the local legal terrain.

Choose the Mark of Excellence. Choose a Lex Mundi Member Firm.

For a copy of our Directory of Member Firms contact

us at 1.713.626.9393 or [email protected]. You may

locate a member firm online at www.lexmundi.com.

21,000 lawyers

160 firms

100 countries

560 offices

worldwide network local expertise

http://www.lexmundi.com

4

NEws | deals >>


INDUSTRY UPDATES

22 International taxAzure

23 Intellectual propertyATMD BirD & BirD

25 ITGuiDAnce SofTwAre

32 REGIONAL UPDATES China•PAul weiSS Malaysia•TAy & PArTnerS

Singapore•loo & PArTnerS

Indonesia•BTPArTnerShiP

PROFILES

17 Maxwell Chambers

47 SyCip Salazar Hernandez & Gatmaitan

60 Mochtar Karuwin Komar

CONTENTs >>

contents

Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as Asian Legal Business can accept no responsibility for loss.

ANALYSIS

10 REITs in ChinaWhatisthemarketforREITsworkinthePRCandwhatdirectionitwilltake?

11 China’s A-share IPOs TheChinesegovernmenthasrevokeditssuspensionofIPOs,butsomefirmsaren’tnecessarilyoptimistic

13 Korea liberalisation KorealookssettoopenitsdoorstointernationallawfirmsbutmanyareunlikelytoenterKoreaanytimesoon

FEATURES

52 ALB In-house seriesProcter&Gamble’sAsiaGeneralcounselMichaelQiugivesALBvaluableinsightintotheinnerworkingsoftheP&Gin-houselegalfunction

56 ALB Special Report: Indonesia 09Indonesia’sdevelopingeconomyisattractingoverseasinvestment,particularlyintheenergyandresourcessector,andforthemoment,it’smorethankeepingthenation’slawyersbusy

62 Wealth ManagementAsAsia’spopulationofwealthyindividualsgrows,financialfirmswillbeforcedtomeetnewneeds

64 ALB Hong Kong Law Awards 2009Allthefinalistsrevealed.Seewhichfirms,lawyersandin-houseteamswillbefightingitoutforthemostprestigiouslegalawardsinAsia

72 Higher EducationLLMsvMBAs:findoutwhichismorebeneficialintoday’stestingemploymentmarket

REGULARS

6 DEALS

18 NEWS NortonRosemergeswithDeaconsAustralia;•DeaconsHongKong‘comfortable’114Allensstaffvolunteerforredundancy•Applebyopensinnichemarketfollowingmerger•Baker&McKenziefrankabout11%Chinalayoffs•OffshorefirmsbattleitoutforAsiamarketstake•MorelawyersembroiledinfraudasDriersagaends•Indianclientstofeelpinchofnewtaxonlaw•firms,LPOsLaracyandGallgotheirseparateways•

18 UK report

20 US report

30 Mergermarket M&A update

74 Thomson Reuters/JPMorgan

80 Sign off

ALB iSSUe 9.8

56

72

COVER STORY38 ALB Leading Arbitration & Dispute Resolution Firms 2009

ALB reveals Asia’s leading arbitration & dispute resolution law firms and lawyers this year, as voted by in-house lawyers and business leaders from across the region.

38

64

In-House Positions – Hong Kong, Shanghai, Beijing, Shenzhen, Taiwan Legal Manager - Hong Kong - 3-5 PQE. A main board listed direct investment firm is looking for a Legal Manager with good knowledge in legal documentation, contracts and agreements and strong exposure in M&A projects. Experience in energy / natural resources sector is also preferred. Ref: SABF - SDI.

Corporate Lawyer - Hong Kong - 3-5 PQE. A HKEx and NYSE listed telecommunication company is looking for strong corporate lawyer to set up the legal department for the company. Sound knowledge in HK securities law and listing rules is a must. Experience in US securities law and telecommunication sector preferred. Ref: SABF – SLM.

Company Secretary Assistant Manager - Hong Kong - 5PQE. A well-known listed-conglomerate is looking for a skilled Assistant Manager for its company secretarial functions. Supervisory experience & pass employment history gained from listed company is a must. Ref: SABF - SJY.

Senior Legal Counsel – Shanghai - 10PQE or above. A leading Chemical Group is now seeking a senior legal counsel with solid M&A and FDI experience. Candidates with good communication skills and a proactive attitude are preferred -L-CHK-241.

Legal Counsel – Shanghai - 6PQE or above. A reputable MNC is now seeking a legal counsel to join their team. Candidates with M&A, corporate /commercial experience and excellent English skills are welcome to apply. L-CHK-242.

Patent Attorney – Taiwan – 6-15 PQE. A well-known international conglomerate is seeking a patent attorney to join its dynamic team. The individual should have a degree in electrical engineering and have gained experience in drafting circuit design related patents. An attractive remuneration is on offer. Ref: L-CHK-221.

Japanese IP Lawyer (Bengoshi) – Shanghai – 5-8 PQE. A renowned international IP firm is seeking a Japanese lawyer to lead a fast growing team. Candidates should have experience in commercial and litigious IP. Some knowledge of patents would be a bonus. Ref: L-CHK-220.

Please visit www.recruit-legal.com for a full list of our positions

Interested? Please contact us at +852 2169 0868 or mail to [email protected]

Legal and Compliance Head - Beijing - 5-10 years of working experience in security, banking, funds related industries. Candidates with solid practice in a reputable law firm are required. Related in-house exposure is a plus. L-CHK-233.

Deputy AML Compliance Manager - Shanghai - 8-10 years of banking working experience A leading foreign bank is looking for a Deputy AML Compliance Manager with extensive experience in AML to join their compliance team. Fluency in Mandarin and English is required (verbal and written). Ref: L-CHK-217.

Legal Director - Beijing - at least 8 years of working experience with a MNC or law firm. A foreign real estate company is looking for a Legal Director to lead a team. Candidates with extensive experience in real estate, retail or hotel management is preferred. Must be fluent in English. Ref: L-CHK-215.

EHS counsel - Shanghai 3+ years. A leading USA manufacturing company is seeking an EHS counsel with either legal education or PRC Bar qualification to join their legal team. Candidates with a proactive personality and strong English language skills are required. Ref: L-CHK-236

Corporate Counsel- Beijing- 5 PQE. A leading American IT company is seeking a corporate counsel to join their legal team. Those with IPR, licensing and compliance experience will be highly preferred. Candidates with a proactive personality and strong English language skills are required. Ref: L-CHK-234.

Legal Manager - Beijing - 5 - 8 years of experience in the real estate industry. A leading real estate company is currently looking for a Legal Manager with solid experience in leasing and property management. Candidates with good English skills are preferred. Ref: L-CHK-240.

Legal Manager - Shanghai - > 5 years. A company with a focus on the commercial real estate market is currently looking for a Legal Manager to join their team. Candidates with extensive experience in the commercial real estate, retail or FMCG industries are preferred. Fluency in Mandarin and English is required. Ref: L-CHK-226.

Recruit LegalSuite 3103-4, 31/F, Tower 6

The Gateway, 9 Canton Road, TSTKowloon, Hong Kong

Tel: (852) 2169 0868 Fax: (852) 2169 0201Website: www.recruit-legal.comEmail: [email protected]

http://www.recruit-legal.com

6

NEws | deals >>


| CHINA |

SHui On COnStruCtiOn And ►MAteriAlS – CHinA CentrAl PrOPertieS tAkeOvervalue: uS$400m

Firm: Mayer Brown JSM Client:ShuiOnConstructionandMaterialslead lawyers:AndrewSharples,JacquelineChiu

Firm: Zhong Lun Client:ShuiOn

Firm: Bingham McCutchenClient:ChinaCentralProperties

Firm: Jun HeClient:ChinaCentralProperties

TakeoverofChinaCentralProperties•byShuiOnConstructionandMaterials

SOCAMheld43%ofChinaCentral•Properties'sharespriortotakeover

JSMpreviouslyadvisedonUS$260m•JVbetweenpartieslastyear

deals in brief

| AustrAlIA/CHINA |

GOOdMAn-CHinA ►inveStMent PArtnerSHiPvalue: uS$156.5m

Firm: FreehillsClient:ChinaInvestmentCorporationlead lawyers:LeonPasternak,FionaSmedley,WendiGwynn

Firm: Allens Arthur Robinson Client:GoodmanGroup,MacquarieBanklead lawyers:AlexDing,StuartMcCulloch,NickyAndrews

Oneofthefirstmajorpartnerships•betweenanAustralianlistedpropertytrustandChineseinterests

Cross-borderpartnershipinvolved•CICcommittingA$200mtoafinancefacilityalongsideMacquarieBank,bringingtheoverallfinancefacilitytoA$485m

Goodmanhasagreedtoissue•255.3millionoptionsoverstapledsecuritiestothefacilityproviders

Alex DingAllens Arthur Robinson

| CHINA |

BAin CAPitAl – GOMe ►eleCtriCAl APPliAnCeS HOldinG PrOPOSed inveStMentvalue: uS$223m

Firm: Appleby Client:BainCapitalPartnerslead lawyer:JudyLee

Firm: SkaddenClient:BainCapitalPartnerslead lawyer:NicholasNorris

BainCapitalproposedinvestmentin•GomeElectricalAppliancesHolding

Bainwillsubscribetoseven-year•

USdollarsettledconvertiblebondswitha5%coupon,andanotherUS$199mOpenOffertobelaunchedbyGomeandunderwrittenbyBain

| JAPAN |

SuMitOMO MitSui FinAnCiAl ►GrOuP GlOBAl OFFerinGvalue: uS$9.1bn

Firm: Davis Polk & Wardwell Client:SumitomoMitsuiFinancialGrouplead lawyers:TheodoreAParadise,MichaelTDunn

Firm: Simpson Thacher & Bartlett Client:Underwriterslead lawyers:AlanCannon,RobertLaplante,TakahiroSaito,ToddWolfe

Largestcommonstockofferingever•byaJapanesefinancialinstitution

Offeringsplitintoaninternational•trancheplacedunderRule144AandRegulationS,andJapanesedomestictranche

| CHINA |

duOyuAn GlOBAl WAter iPO ►value: uS$88m

Firm: Maples and Calder Client:DuoyuanGlobalWater

Firm: Commerce & Finance Client:DuoyuanGlobalWater

Firm: Hogan & Hartson Client:DuoyuanGlobalWaterlead lawyers:LeeManChiu,ArthurMok

Jacqueline Chiumayer Brown JSm

Judy LeeAppleby

Nicholas NorrisSkadden

Alan CannonSimpson Thacher & Bartlett

“The successful offering by Duoyuan reflects a strong sentiment for continued investor interest in market-leading companies in China... even in a challenging financial environment”

Lee Man Chiu, hogan & hartson

NEws | deals >>

7www.legalbusinessonline.com

Firm: Tian Yuan Law Firm Client:PiperJaffray&Co

Firm: O'Melveny & Myers Client:PiperJaffray&Colead lawyer:KurtBerney

DuoyuanGlobalWaterIPOof•AmericanDepositarySharesontheNewYorkStockExchange

DealisoneofonlythreeUSinitial•publicofferingsbyaChinesecompanyin2009todate

| INDONEsIA |

Pt PertAMinA (PerSerO) ►– BP WeSt JAvA liMited ACquiSitiOnvalue: uS$280m

Firm: Herbert Smith Client:BPWestJavaLimitedlead lawyer:RichardNelson

Firm: Hiswara Bunjamin & Tandjung Client:BPWestJavaLimitedlead lawyers:DavidDawborn,MiraFadhya

Firm: Jones Day Client:PTPertaminalead lawyer:MichaelArruda

Firm: Wiriadinata & SalehClient:PTPertaminalead lawyers:HoeseinWiriadinata,AgustiawanRosandi,TandiRosandi

Indonesiannationaloilcompany,•PTPertamina(Persero)acquiredBPWestJavaLimited(BPWJ)forUS$280m

BPWJholds46%interestin•OffshoreNorthWestJava(ONWJ)productionsharingcontract(PSC)withaffiliatesofChinaNationalOffshoreOilCorporation,InpexCorporation,SalamanderEnergyCompany,ItochuCorporationandTalismanEnergyInc,whichsuppliesgasforpowergeneration,andindustrial,commercialandresidentialconsumptioninJakarta

yOur MOntH At A GlAnCe ►Firm Jurisdiction Deal name Value($USm) Deal type

Appleby China BainCapitalproposedinvestmentinGomeElectricalAppliancesHolding

223 M&A

Al-Jadaan&Partners SaudiArabia SaudiElectricityCompanypowergenerationloan 1,090 Debtmarket

Allen&Gledhill Singapore CapitaCommercialTrustone-for-onerightsissue 560 Equitymarket

Singapore PSACorporationLimitednotesdue2019issue 207 Equitymarket

Singapore FCTMTNPteMTNinauguralnotesissuance 51 Equitymarket

Singapore FlextronicsInternationalbondstenderoffer 200

Singapore YanlordLandGroupshareandbondsissuance 400 Equitymarket

Amarchand&Mangaldas India IndianHotelsCompany–HotelSeaRockacquisition Undisc M&A

India MaxIndiaallotmentofequitysharestoIFCWashington 31 Equitymarket

AZB&Partners India ConradBangalorehotelagreement Undisc Construction

India BacardiMartiniBV(Netherlands)–BacardiMartiniIndiaacquisition

10.4 M&A

India MaxIndiaallotmentofequitysharestoIFCWashington 31 Equitymarket

Bae,Kim&Lee Korea BNPParibasAssurance–SH&CLifeInsuranceacquisition 17 M&A

Baker&McKenzie HongKong/Singapore PacificAndesInternationalHoldingsLimitedrightsissue 144 Equitymarket

ClearyGottlieb Philippines PowerSectorAssetsandLiabilitiesManagementnotesdue2019offering

1,000 Equitymarket

CliffordChance SaudiArabia SaudiElectricityCompanypowergenerationloan 1,090 Debtmarket

UAE TourismDevelopment&InvestmentCompanyPJSCGlobalMediumTermNoteProgram

1,000 Equitymarket

Commerce&Finance China DuoyuanGlobalWaterIPO 88 Equitymarket

ConyersDill&Pearman China 361DegreesInternationalLimitedIPO 280 Equitymarket

DavisPolk&Wardwell Japan SumitomoMitsuiFinancialGroupglobaloffering 9,100 Equitymarket

FreshfieldsBruckhausDeringer

China GCL-PolyEnergyHoldings–JiangsuZhongnengPVTechnologyDevelopmentacquisition

3,400 M&A

FriedFrank China 361DegreesInternationalLimitedIPO 280 Equitymarket

Harneys BVI/HongKong CLPPowerHongKongMTNincrease 2,500 Equitymarket

HerbertSmith

HongKong Li&Fungcapitalraising 346 Equitymarket

HongKong HopsonDevelopmentshareplacement 216 Equitymarket

HongKong ShuiOnLandtopupshareplacement 261 Debtmarket

HongKong DahSingBankshareplacement 39.2 Equitymarket

HongKong Poly(HongKong)shareplacement 203 Equitymarket

HongKong PTAdaroEnergycapitalraising 150 Equitymarket

Indonesia PTPertamina(Persero)–BPWestJavaLimitedacquisition 280 M&A

HiswaraBunjamin&Tandjung

Indonesia PTPertamina(Persero)–BPWestJavaLimitedacquisition 280 M&A

Hogan&Hartson China DuoyuanGlobalWaterIPO 88 Equitymarket

Hogan&Hartson China GCL-PolyEnergyHoldings–JiangsuZhongnengPVTechnologyDevelopmentacquisition

3,400 M&A

JonesDay Indonesia PTPertamina(Persero)–BPWestJavaLimitedacquisition 280 M&A

Kanga&Co India IndianHotelsCompany–HotelSeaRockacquisition Undisc M&A

KhattarWong Singapore S.I.InfrastructureHoldings–AsiaWaterTechnologyproposedinvestment

33.40 M&A

Kim&Chang Korea KDBTurnaroundPEF–SunstarPrecisionsharepurchase 38 M&A

Korea BNPParibasAssurance–SH&CLifeInsuranceacquisition 17 M&A

Korea EcoEnergyHoldings–EcoEnergyCostakeacquisition 13 M&A

Korea KDBTurnaroundPEF–SunstarPrecisionsharepurchase 38 M&A

Latham&Watkins Singapore VedantaResourcesConvertibleBondOffering 1,250 Equitymarket

Linklaters UAE TourismDevelopment&InvestmentCompanyPJSCGlobalMediumTermNoteProgram

1,000 Equitymarket

BVI/HongKong CLPPowerHongKongMTNincrease 2,500 Equitymarket

Lovells Bahrain GovernmentofBahrainsovereignsukuk 750 Islamicfinance

Luthra&Luthra India SesaGoaLimited–DempoGroupminingassetacquisition 368 M&A

MaplesandCalder China DuoyuanGlobalWaterIPO 88 Equitymarket

UAE TourismDevelopment&InvestmentCompanyPJSCGlobalMediumTermNoteProgram

1,000 Equitymarket

MayerBrownJSM HongKong Li&Fungcapitalraising 346 Equitymarket

China ShuiOnConstructionandMaterials–ChinaCentralPropertiestakeover

400 M&A

China CapitalStrategicInvestment–ShunTakCentrepropertyacquisition

35 Construction

MelliDarsa&Co Indonesia PTMultimediaNusantara–PTInfomediaNusantaraacquisition 58 M&A

Indonesia PTIndikaEnergy–PTPetroseashareacquisition 83 M&A

David DawbornHerbert Smith

8

NEws | deals >>


| INDONEsIA |

Pt indikA enerGy – Pt ►PetrOSeA SHAre ACquiSitiOn value: uS$83m

Firm: Melli Darsa & Co Client:PTIndikaEnergyTbklead lawyers:DavidSiahaan,MelliDarsa

PTIndikaEnergy•acquired81.95%sharesinPTPetroseafromCloughInternationalSingapore

MelliDarsaprovidedadviceondue•diligence,agreementonconditionsaleandpurchase,documentpreparation–IndonesianCompanyLaw,andCapitalMarketLaw–andclosingdocuments

| sINGAPOrE |

yAnlOrd lAnd GrOuP SHAre ►And BOndS iSSuAnCevalue: uS$400m

Firm: Allen & Gledhill Client:Jointarrangerslead lawyers:TanTzeGay,RhysGoh

Firm: Stamford Law Corporation Client:YanlordLandGrouplead lawyers:NgJooKhin,SohChunBin

YanlordLandGroupplacementof•120millionordinarysharesandtheissueofS$275mconvertiblebondsdue2014

Dealislargestdualofferingofequity•andconvertiblebondsinSingaporethisyearoninvestorinterestfromAsia,EuropeandtheUS

JPMorgan(SEA)LimitedandABN•AMROBankNV,SingaporeBranch,asubsidiaryundertakingofTheRoyalBankofScotlandGroupplc,actedasjointplacementagentsfortheplacementandjointleadmanagersfortheconvertiblebondoffering

| sAuDI ArABIA |

SAudi eleCtriCity COMPAny ►POWer GenerAtiOn lOAn value: uS$1.09bn

Firm: Clifford Chance Client:Export-ImportBankoftheUnitedStateslead lawyer:LoriBean

Firm: Al-Jadaan & Partners Client:ExportImportBankoftheUnitedStateslead lawyer:AbdulazizAl-Abduljabbar

SaudiElectricityCompanyloaned•US$1.09bnfromExportImportBankandExportDevelopmentCanada

LoantofinancepurchaseofUSpower•generationunitstoboostcapacityinRiyadhby2,900megawatts

FirstdirectloantoSaudiElectricity•fromExport-ImportBankandExportDevelopmentCanada

| CHINA |

361 deGreeS internAtiOnAl ►liMited iPOvalue: uS$280m

Firm: Fried Frank Harris Shriver & Jacobson LLPClient:MerrillLynchlead lawyers:JoshuaWechsler,VictoriaLloyd

Firm: Conyers Dill & Pearman Client:361DegreesInternationalLimited

Firm: Orrick, Herrington & Sutcliffe Client:361DegreesInternationalLimitedlead lawyers:EdwinLuk,DavidCho

Firm: Tian Yuan Law Firm Client:361DegreesInternationalLimitedlead lawyer:YanLiu

Theofferrepresentsaglobal•offeringof500millionnewshareswhichequatestoa25%stake.

TheIPOsof361DegreesandBawang•maybe the city's secondand thirdlargestthisyear,afterChinaZhongwangHoldingsLtd'sUS$1.26bnsaleinApril

| BAHrAIN |

GOvernMent OF BAHrAin ► SOvereiGn Sukukvalue: uS$750m

Firm: Norton Rose Client:GovernmentofBahrainlead lawyer:KarlRogers

Firm: Lovells Client:Leadmanagerslead lawyer:RahailAli

GovernmentofBahrainUS$750m•sukukissuancetobelistedontheLondonStockExchange

Sukukoversubscribedfrominitial•US$500missuance,raisedtoUS$750m

NortonRoseislongstandingcounsel•toGovernmentofBahrain

“The sukuk market is very much in need of a sovereign sukuk issue such as this. The success of the sukuk will provide a boost for the stalled sukuk market”

rahaiL aLi

| INDIA |

SeSA GOA liMited – deMPO ►GrOuP MininG ASSet ACquiSitiOn value: uS$368m

Firm: Luthra & LuthraClient:SesaGoaLimitedlead lawyer:MadhurimaMukherjee

Firm: Jyoti Sagar & AssociatesClient:VedantaResources

India’slargestprivateironore•exporterSesaGoaLimited,andLondonlistedVedantaResourcesacquiresDempoGroup’sminingassets

Acquisitioninvolved100%equity•stakeinVSDempo&Cowhichholds100%equitysharesofDempoMiningCorporation,aswellas50%stakeinGoaMaritime

| CHINA |

GCl-POly enerGy HOldinGS ►– JiAnGSu ZHOnGnenG Pv teCHnOlOGy develOPMent ACquiSitiOn value: uS$3.4bn

Firm: Freshfields Bruckhaus Deringer Client:GCL-PolyEnergyHoldings

Firm: Hogan & Hartson Client:GCL-PolyEnergyHoldingslead lawyer:GordonNg

Firm: Milbank, Tweed, Hadley & McCloy Client:JiangsuZhongneng

Thisacquisitionisseenasaway•forGCL-Polyanditsfounder,whoisalsotheownerofZhongneng,toconsolidatetheirsolarpoweroperationsunderoneroof

| CHINA/HONG KONG |

BAWAnG internAtiOnAl iPO ►value: uS$215m

Firm: Conyers Dill & Pearman Client:BawangInternational

Firm: Herbert Smith Client:BawangInternationallead lawyers:GaryLock,JohnMoore,KevinRoy

Firm: King & Wood Client:BawangInternational

Chineseherbalshampoomaker•BawangHK$1.67bnHongKongIPOandRule144A/RegulationSglobaloffering

Theglobalofferingconsistedofan•aggregateof700,000,000offershares,pricedatHK$2.38pershare.Bawangintendstousetheproceedsforbrandpromotion,researchanddevelopmentandbusinessexpansionintheregion

HSBCandMorganStanleywerejoint•bookrunners

Joshua Wechslerfried frank

Edwin LukOrrick, Herrington & Sutcliffe

Gary LockHerbert Smith

Melli Darsamelli darsa & Co

NEws | deals >>


► yOur MOntH At A GlAnCe (COnt)

Firm Jurisdiction Deal name Value($USm) Deal type

Milbank,Tweed,Hadley&McCloy

China GCL-PolyEnergyHoldings–JiangsuZhongnengPVTechnologyDevelopmentacquisition

3,400 M&A

NortonRose Bahrain GovernmentofBahrainsovereignsukuk 750 Islamicfinance

O'Melveny&Myers China DuoyuanGlobalWaterIPO 88 Equitymarket

Orrick,Herrington&Sutcliffe

China 361DegreesInternationalLimitedIPO 280 Equitymarket

Paul,Weiss,Rifkind,Wharton&Garrison

China KKR–MaAnshanModernFarminginvestments 150 FDI

SimpsonThacher&Bartlett

Japan SumitomoMitsuiFinancialGroupglobaloffering 9,100 Equitymarket

Skadden China BainCapitalproposedinvestmentinGomeElectricalAppliancesHolding

223 M&A

SlaughterandMay HongKong FubonBankEuroMediumTermNoteProgramupdate 1,000 Equitymarket

Stamford Singapore YanlordLandGroupshareandbondsissuance 400 Equitymarket

TianYuanLawFirm China DuoyuanGlobalWaterIPO 88 Equitymarket

China 361DegreesInternationalLimitedIPO 280 Equitymarket

Watson,Farley&Williams Singapore TextainerGroupHoldingsLimited–CapitalIntermodalfleetacquisition

Undisc M&A

Weil,Gotshal&Manges China MassachusettsMutualLifeInsurance–StateGridCorporationofChinaJV

Undisc M&A

Wiriadinata&Saleh Indonesia PTPertamina(Persero)–BPWestJavaLimitedacquisition 280 M&A

ZhongLun HongKongLandTreasuryServicesMediumTermNoteProgram 3,000

does your firm’s deal information appear in this table? Please contact [email protected] 61 2 8437 4700

COrreCtiOnS: ►InALB9.7,“Asia’sLeading IPFirms2009”, lawyerKherkYingChewatWong&PartnerswasmisprintedasKirkYingChew.ALBregretsthiserror.

| uAE |

tOuriSM develOPMent & ►inveStMent COMPAny PJSC GlOBAl MediuM terM nOte PrOGrAMvalue: uS$1bn

Firm: Linklaters Client:Dealarrangers

Firm: Clifford Chance Client:TourismDevelopment&InvestmentCompanyPJSClead lawyer:DebashisDey

Firm: Maples and Calder Client:TourismDevelopment&InvestmentCompanyPJSC

TourismDevelopment&Investment•CompanyPJSCGlobalMediumTermNotePrograminauguralnotesissuance

Listofdealarrangers:BNPParibas,•Citigroup Global Markets Limited,HSBCBankplc,StandardCharteredBank,AbuDhabiCommercialBankPJSC and National Bank of AbuDhabiPJSC

| CHINA |

CHeMSPeC internAtiOnAl ►liMited iPO value: uS$73m

Firm: Jin Mao Partners Client:ChemspecInternational

Firm: Maples and Calder Client:ChemspecInternational

Firm: Simpson Thacher & Bartlett Client:ChemspecInternationallead lawyer:ChrisLin

Firm: O'Melveny & Myers Client:Jointbookrunnerslead lawyer:PortiaKu

ChemspecisthesecondChinese•companytolistanIPOintheUSthisyear.ThisisalsotheeighthIPOfortheUSmarketthisyear

O’Melvenyalsorepresentedthe•underwriteroftheIPObyDuoyuan,whichfollowedChemspecandbecamethethirdChineseIPOontheUSmarket

| JAPAN/CENtrAl AsIA |

inner MOnGOliA Wind FArM ►FinAnCinGvalue: uS$24m

Firm: Simmons & Simmons Client:DatangSino–Japan

Firm: Milbank Tweed Client:Jointsponsorslead lawyers:GaryWigmore,JeffLayman,TimMackey

Firm: Run Ming Client:Jointsponsors

Firm: Atsumi & Partners Client:KyushuElectric

Firm: Momo-o Matsuo & Namba Client:SumitomoCorporation

Firm: Capital Associates

Client:AsianDevelopmentBank

Firm: Norton Rose Client:AsianDevelopmentBanklead lawyers:NickMerritt,TomLuckock

TheAsianDevelopmentBankin•US$24mfinancingofwindfarminInnerMongoliatobedevelopedandoperatedbyaDatang,SumitomoandKyushuconsortium

Firstprivatesectorwindfarm•projecttobesupportedbytheAsianDevelopmentBankinthePRC

AMBer enerGy liMited iPO ►value: uS$21m

Firm: Jones Day Client:AmberEnergylead lawyers:BarbaraMok,AlexZhang

Firm: DLA Piper Client:PiperJaffrayAsiaSecurities

lead lawyers:LiuWei,EstherLeung

AmberEnergy•HK$166minitialpublicofferingontheMainBoardoftheHongKongStockExchangeon10July2009

TheIPOwas1,247timesover-•subscribed,makingitthefourthmostover-subscribedIPOinthehistoryoftheHongKongStockExchange

Deal"isoneofthefewIPOsinHong•Kongthisyearafterthemarketslowdownlastyear,andtherecordhighoversubscriptionnumberisanindicatorthatthemarketisheatingupformorefundraisings,"saidAlexZhang,apartnerinJonesDay'sShanghaiOffice,whoworkedontheoffering

Nick Merrittnorton Rose

Liu WeidLA Piper

10

NEws | analysis >>


It seemed only a matter of time before China got its first home-grown real estate investment trust (REIT). After all, next door in Hong Kong, property

investment is something of a national obsession and, as long ago as last May, word was out that the China Securities Regulatory Commission (CSRC) had sent a delegation to Australia to study property trusts, and was working with other authorities, including the central bank, to draw up legislation regulating PRC-based REITs. But the Chinese authorities have still not introduced the legislation needed to make REITs a reality on the mainland and two proposed REIT pilot schemes formulated by the People’s Bank of China (PBC) are not yet off the ground, causing some commentators to fear that China is still no closer to its first REIT.

ALB China spoke to two of Hong Kong’s leading REIT lawyers – Paul Hastings’ Vivian Lam and Mallesons Stephen Jaques’ Hayden Flinn – to find out if they see any future for REITs in PRC and, if so, what direction they will take.

Lam, a Hong Kong-based partner of international firm Paul Hastings, has recently advised RREEF China Commercial Trust, CapitaRetail China Trust Management Limited and GZI REIT Asset Management Limited on REITs with portfolios of PRC-based real estate assets to list in Asia. She is also involved in several other Hong Kong and PRC real estate-related REIT transactions and their proposed listings. Lam told ALB China that it is only a matter of time before China gets its first REIT.

“REITs have already been endorsed at the highest level by the State Council,” she said. “PBC and CSRC have spent a lot of time studying various proposals, so we are definitely going down that route. There was strong expectation that the pilot

programs would be announced by second quarter this year, but the authorities may be spending more time fine-tuning the rules because they are keen to get this right and have something that works for the local market.”

However, Flinn, a Hong Kong-based partner at Mallesons, told ALB China that, while it may look as though the Chinese government will eventually take that route, it is still difficult to judge exactly when it will become a reality. “They’ve been talking about it for several years now and nothing has come to market yet,” he said.

Flinn said that for things to start moving, PRC’s regulators will need to take the lead. However, that doesn’t mean he hasn’t had interest from potential investors wanting to be part of REITs on the mainland. It is just that the interest has been spread over some years and it has actually been decreasing recently as international investors look towards markets that are perceived to be more stable. “Because of the global financial crisis investors are now tending to look to more established markets,” Flinn said. “Singapore, Hong Kong and Australia are seen as less risky because of more certainty over the legal framework in these jurisdictions.”

Lam said she has had a lot of interest from investors, developers, local trust companies and fund management companies in mainland-based REITs. “And we have given advice to some ‘potential REITs’ in structuring their proposed product,” she said. “REITs represent a whole new area for investors and developers, and intermediaries are also interested in getting into REITs management. But the entry barriers will be set quite high, at least initially, as regulators will probably allow a limited number of carefully vetted pilot projects out

The long and winding road to China’s first REIT

AnAlysis >>

NEws | analysis >>


first to test the market, and develop the market in a gradual and controlled manner.”

Lam sees the start date being pushed back because authorities are wary of adopting overseas models that may not suit the Chinese economic environment. “Politically, authorities in China are keen to avoid having REITs become speculative products,” she said. “PBC, for example, has stated that China should avoid copying overseas REITs because some of them are too complicated and not right for China – think ‘financial engineering’ and investments in property-related derivative products. If authorities are successful in developing PRC REITs as safe, simple and transparent products, then it should appeal to many retail as well as institutional investors like insurance companies, and would be beneficial for the healthy and sustained growth of the Chinese REIT market”.

When – or if – the first REITs do appear, Hayden Flinn believes that their perceived success will have a massive impact on whether or not they become a fixture in the Chinese investment landscape. Like Lam, he noted that the Chinese authorities have been concerned about certain aspects of the way REITs have operated in other places (most notably in Hong Kong), particularly in regards to their financial structuring. That said, he sees no reason why REITs shouldn’t take off in PRC in the medium to long term. “At the moment there’s not a great deal of transaction volume globally and there’s probably not the current interest in [PRC-based] REITs that there used to be,” he told ALB China.

“But I see no reason in the medium to long term why REITs wouldn’t be successful in China. In the short term, though, everyone’s struggling to predict what will happen, given current economic conditions.”

AnAlysis >>

The long and winding road to China’s first REIT

A-share IPOs

The China Securities Regulatory Commission (CSRC) might have lifted the suspension on A-share IPOs, but according to

some of the region’s top equity-markets lawyers, many Chinese companies will continue to list on overseas exchanges rather than at home – at least for the foreseeable future.

In September last year, with the Chinese equity markets plunging to record lows, the CSRC called a halt to A-share IPOs, reasoning that any further pressure on liquidity would only drive stocks lower. When the ban was lifted in June, new market regulations were introduced. V&T law firm’s partner Xu Shouchun told ALB China that these new rules consisted of four measures.

The first of these, he said, was “to improve

the quotation restraint mechanism of inquiry and subscription, and require the target of inquiry to quote truthfully”. This would presumably stop the practice of companies listing at a low price in order to see significant gains when trading in their shares commences. However, Xu said that the measures also aim to optimise the online IPO mechanism, by separating the targets of online and offline subscriptions; and they set an upper limit for single online subscription accounts, so that a single investor may only use one qualified account when subscribing to new shares. The new regulations are also aimed at informing all participants of the market risks, so that investors approach new offerings are better informed, he said.

Xu told ALB China he expects these measures will correct some “fundamental problems” that have restricted the development of the

Xu ShouchunV&T

resume but overseas listings set to continue

12

NEws | analysis >>


Chinese share market to date. This, along with China’s relatively high rate of economic growth, will encourage Chinese investors to buy stock, even in the midst of the current financial crisis – not that too many potential investors need encouragement just now, Xu added. The SSE Market Composite has risen by some 57% over 2009, making Chinese stocks some of the world’s best performers. Companies, it seems, are queuing up for a piece of the action: since late June some 30 enterprises have reportedly received regulatory approval for an A-share listing and up to 400 more are still waiting.

But if the length of that queue suggests that Chinese companies have been holding off listing for the past nine months until the moratorium on A-share IPOs was lifted, nothing could be further from the truth. The ban coincided with a spate of Chinese companies listing overseas, including state-owned enterprises such as China Mobile and CNOOC. PRC- and Hong Kong-based lawyers have been busy advising on a number of listings of Chinese companies on Hong Kong’s stock exchange. And then there was the high-profile and highly successful Changyou.com listing on NASDAQ.

This sort of ‘share market shopping’ is a trend that JSM Mayer Brown partners Mark Uhrynuk and Jeckle Chiu think is set to continue. However, Uhrnyuk and Chiu warn that it is too simplistic to think that the moratorium on A-share IPOs drove companies overseas. Instead, they point out that the phenomenon of Chinese companies listing overseas has been happening since well-known brewer Tsing Tao listed on Hong Kong’s stock exchange in 1993.

“Often, what drives a company to consider various markets – particularly in the case of China – can be the legal restrictions that dictate where they can go,” Uhrynuk said. “It’s not just the restriction on the possession of A-shares [foreigners are not permitted to trade in RMB-listed A-shares on China’s stock exchanges]. What drives a company to a particular market may be its intended shareholder profile, what its desire for liquidity is, and whether it wants to list in a market that is lightly

or heavily regulated.” Herbert Smith’s Michael Fosh echoes

this sentiment. “The choice of market for PRC companies is a function of various factors, not least the approval of the CSRC,” he said. “Except for red-chips (existing restructured companies with offshore holding companies), PRC companies need the approval of the CSRC to list either on a domestic PRC market or offshore. CSRC approval, and approval for a particular market, also depends on a number of factors, including suitability for listing and, I believe, policy considerations. A de facto moratorium on domestic IPOs does not, therefore, automatically translate into the choice of an overseas listing. For larger, state-owned companies in particular, the policy considerations as to listing venue will

be more pronounced. At the same time, while an effective moratorium has existed in the PRC, there does need to be an outlet for PRC companies to raise finance from public markets and so, depending on market forces and valuations, it is natural that some Chinese companies would go overseas if allowed.”

But now that the moratorium has lifted, V&T’s partner Xu believes Chinese firms will begin to see more benefit from listing at home – particularly as the resumption of A-share IPOs has been accompanied by some regulatory changes that seek to reduce price volatility and prevent distortions in the market such as the deliberate underpricing of shares at first offering. Fosh is not quite as optimistic that the huge price rises on

SnAPSHOt: CHineSe OverSeAS iPOS in 2009 ►Company Value Where listed Legal advisers

ChinaZhongWang US$1.3bn HongKong Commerce&FinanceLawOffice,ConyersDill&Pearman,Latham&Watkins,RichardsButler(ChinaZhongWang);Jiangtian&Gongcheng,Morrison&Foerster(underwriters)

ChinaOverseasLand&InvestmentLtdl

US$322m HongKong JSM

LumenaResources US$149m HongKong Mallesons

Changyou.com US$138m NASDAQ Campbells,Commerce&FinanceLawOffices,(Changyou);DavisPolk&Wardwell(jointbookrunners);King&Wood(underwriters)

SilverBaseGroup US$133m HongKong FangdaPartners,Lovells(SilverBase);JunHe,CliffordChance(UBS–advisortobookrunners)

RealGold US$132m HongKong ConyersDill&Pearman,Latham&Watkins,King&Wood(RealGold);GordonNg&Co,Hogan&Hartson,JunHe(underwriters)

SingyesSolar US$58m HongKong DLAPiper,GrandallLegalGroup(SingyesSolar);ConyersDill&Pearman,GordonNG&Co,Hogan&Hartson,King&Wood(sponsors&underwriters)

StrongPetrochemical US$32m HongKong DLAPiper,(ChinaEverbrightCapital);King&Wood,SidleyAustin(StrongPetrochemical)

ComeSureGroup US$11.2m HongKong ApplebySpurlingBailhache,Loong&YoungSolicitors,ShuJinLawFirm

And SOMe OF tHOSe in tHe PiPeline FOr liStinG in PrC... ►

ChinaStateConstructionEngineeringCorp RMB42bn(US$6.1bn)

EverbrightSecurities RMB10bn(US$1.46bn)

SichuanExpressway RMB2bn(US$292m)

SanjinPharmaceutical RMB630m(US$92m)

NEws | analysis >>


AnAlysis >>

“The real impediments and obstacles are not the suspension or the resumption. This is just an interim measure. There’s an evolution going on [in the development of China’s equity markets] over time and we’re not quite sure where it will lead. The suspension was driven by just one market event.”MARK UHRYNUK - MAYER BROWN JSM

Seoul intentionsKorea looks set to finally open its doors to foreign law firms but international firms remain adamant that it won’t affect their Korea strategies. ALB investigates

the first day’s trading will be curtailed. “The PRC market is still potentially very volatile, even though it has been one of the best performing markets this year,” he said.

Another major concern still exists, according to Mark Uhrynuk. Even with the suspension, resumption and regulatory changes, the main obstacle holding back PRC equity markets, he says, is the long-standing structural problems concerning the country’s foreign exchange market. “The real impediments and obstacles are not the suspension or the resumption,” he said. “This is just an interim measure. There’s an evolution going on [in the development of China’s equity markets] over time and we’re not quite sure where it will lead. The suspension was driven by just one market event.”

The recent announcement that the Korean government would permit foreign law firms to establish representative (or

liaison) offices in Korea as early as October this year in line with its commitments under free trade agreements (FTAs) with the US, EU and UK has of course been greeted warmly by international law firms with extensive Korean practices. Statements

such as “long overdue,” “a step in the right direction” and, “about time” accurately capture the sentiments of most in this regard. But despite these latest developments, the consensus is that even if Korea opens its doors later this year, it may not have as profound an impact on the Korea strategies of international firms as some are expecting, with many international firms more than willing to continue

14

NEws | analysis >>


with tried and tested strategies that have been around just as long as talk of liberalisation itself.

Gathering momentumTalk of liberalisation of the Korean legal services sector has been around for longer than some lawyers care to remember. For many Korean partners at international law firms it has been the source of speculation and idle gossip for more than 20 years and according to them, the process has always followed the same pattern: start, stall, stop.

“Opening up of the legal sector along the lines mentioned by the Korean government earlier this year has been in the pipeline for about three or four years now,” said Eric Yoon, head of White & Case’s New York-based Korea practice. “But it’s a debate that has been raging for a long time. The first I heard about it was when I was in law school in 1986. Since then there have been a dozen announcements laying out timetables for liberalisation, but just when momentum builds, something comes along and seems to set us back to where we started.”

But it is widely held that things are much different this time. For one thing, the liberalisation cause is backed by Korean FTAs with the US, EU and ASEAN, all of which are in their final stages of negotiation awaiting only ratification by President Lee Myung-bak. The talk now, it seems, is not if Korea will open the doors of its legal sector to foreign firms but rather, how quickly it will do so and what methods will be used.

“The recent passage of the Foreign Legal Consultants Act [the act] in

Korea is a good sign that the Korean government has actually cemented a foundation for the opening of the legal market,” said DLA Piper’s Daniel W Lee, while Yoon added: “The momentum that is needed for something as monumental as legal sector liberalisation is now clearly there.”

Slow, uncertain changeBut as is so often the case with corporate change in Korea any progress is likely to be slow, cautious, conservative and incremental – and rightly so, according to lawyers interviewed by ALB.

But what is difficult in this instance is that no definitive methods for the implementation of the processes outlined in the act have been outlined, meaning it is difficult for international law firms to plan their business development strategies.

“Upon the successful ratification of the Korea-US FTA or the Korea-EU FTA…the legal market is scheduled to open from the following year in three different phases over a period of five years, beginning from a branch office to a full-blown law firm,” says Lee. “Although it is difficult to predict when the FTA will be ratified, either in the US or EU, my guess is that the Korean legal market is likely to open within 2 years or so.” This is a f far cry from the October 2009 partial opening suggested by the Korean government earlier this year.

But while there still may be some confusion regarding a timetable for the entry of foreign firms, there is no doubt that they will face restrictions in terms of the types of work they can handle and

kOreA’S lArGeSt lAW FirMS ►Rank Firm Total lawyers & partners Managing partner(s) Total lawyers Total partners Offices

1. Kim&Chang* 430 YoungMooKim 310 120 1

2. Lee&Ko 312 YongSukYoon 211 101 2

3. YoonYangKimShin&Yu 282 Dong-GeulByun 204 78 3

4. Bae,Kim&Lee 242 YSOh 169 73 3

5. Shin&Kim 215 Doo-SikKim 155 60 2

6. Yulchon 167 WooChangRok 125 42 2

7. JisungHorizon 130 Multiple 85 45 5

8. YPLee,Mock&Partners 113 Multiple 88 25 1

9. HwangMokPark 111 Multiple 65 46 2

10. Kim,Choi&Lim 65 Multiple 53 12 1

*approx

“Conditions favourable to the entrance of foreign firms would be things like allowing firms to use their brand without dilution, allowing foreign firms to plan the trajectory of their own practice without external influence; for example, joint ventures and, more generally creating a market place where foreign firms have a reasonable expectation that their new office will become profitable within a fair amount of time.”ERIC YOON, WHITE & CASE

NEws | analysis >>


their business structures, although these are unlikely to be substantively different to those faced by international law firms in mainland China, Japan or elsewhere throughout the region.

“The implementing details of the new regime are not yet available, but we expect continuing restrictions on the ability of foreign firms to advise on Korean law or to share profits with Korean-qualified firms,” said Christopher Stephens, Asia managing partner at Orrick, Herrington & Sutcliffe. “It’s likely that representative offices of foreign firms would be permitted to advise on English, New York or other foreign law or serve as liaison offices to resources elsewhere in the firm.”

These restrictions arguably make opening in Korea in the short to medium term not the highest value proposition for international law firms. After all, the international law firms with the strongest Korean practices – Orrick, White & Case, Linklaters, Baker & McKenzie, DLA Piper, Allen & Overy and Cleary Gottlieb – have been running successful practices out of their Hong

Kong, Tokyo (or in some cases US) offices for more than 20 years. They have built up lucrative, abeit informal referral networks with leading Korean firms and are the beneficiaries of secondment arrangements for young lawyers.

It seems that even for the most expansionist firm, the likes of DLA or Bakers, there exists little incentive to break from the mould and establish a branch office in Seoul. But the question remains: What, apart from the most compelling of factors – client demand – would make a Seoul branch office a must for every international firm?

White & Case’s Yoon says these involve giving international firms the ability to develop their practice in Korea without some of the more onerous restrictions usually placed on foreign firms entering new markets.

“Conditions favourable to the entrance of foreign firms would be things like allowing firms to use their brand without dilution, allowing foreign firms to plan the trajectory of their own practice without external influence; for example, joint ventures and, more generally, creating a market place where foreign firms have a reasonable expectation that their new office will become profitable within a fair amount of time.”

Domestic law firmsSuggestions such as these are enough to send shivers down the spine of most local firms in Korea, some of which are already claiming that if foreign law firms are allowed to enter Korea, restrictions such as those mentioned by Yoon must be implemented to level the playing field.

But as always, foreign firms maintain that when and if they are permitted to enter Korea they will not be competing for the same type of work as their domestic counterparts. In fact, all suggest that liberalisation will only serve to strengthen the domestic legal industry as the competition that will likely eventuate from their presence will lift standards across the board.

“If Korea permitted foreign law firms to establish offices in Korea and hire locally qualified lawyers to advise on Korean law, the legal services sector would flourish even more,” says Orrick’s Stephens. “The accretive nature of foreign law firms to a legal market such as Korea actually increases the opportunity for everyone. Local law firms would retain a range of competitive advantages, and the better local firms would respond to the competition in ways that would expand their operations and improve profitability.”

Christopher StephensOrrick, Herrington & Sutcliffe

16

NEws | analysis >>


But you need only to cast your eye over Korea’s daily broadsheets to see that most local lawyers in Korea do not share Stephens’, or for that matter other international firms’ optimism. Liberalisation will crush the domestic legal industry, say partners at some Korean law firms. It will see their best and brightest talent poached by US and UK firms and slowly but surely erode their client base.

But are such fears warranted? We need only to look at other legal markets across Asia that have also embarked on the long road to legal liberalisation to see that, by and large, domestic firms have thrived in the face of increased international competition with Japan being the most pertinent example. Twenty-two years on since the legal sector was opened to foreign law firms, it is the largest domestic firms – the likes of Anderson Mori & Tomotsune, Mori Hamada & Matsumoto, Nagashima Ohno & Tsunematsu and Nishimura & Asahi – that are the most formidable players in the legal arena.

But arguably, it is at the mid-tier of the market where things have been shaken up the most. The more observant may note that all the Japanese ‘big-four’ firms named above are the products of mergers and alliances between smaller firms, and those that were not able to find merger partners have either disappeared or been subsumed by international law firms under the auspices of joint law ventures.

But will this happen in Korea? Few international lawyers ALB spoke to predict that domestic law firms will cast as conspicuous a shadow over a liberalised market there for a number of reasons, most notably because the Korean legal market is, based on recent Korean Bar Association estimates, half the size of Japan’s.

“The 22-years it took for the Japanese legal market to settle down after liberalisation will be greatly shortened in Korea,” said a partner at an international law firm who did not wish to be named. “We are probably

looking at maximum 10 years to get an understanding what the market will look like post-liberalisation and I feel we will see very few independent firms remaining. The market is not large enough to support firms the size of local Japanese firms and I feel that within 10 years it won’t be the Kim & Chang’s, the Lee & Ko’s or the Bae Kim & Lee’s — the indigenous players — who will be the largest.”

The writing, it seems, is on the wall. But just how will domestic law firms in Korea counter this foreign challenge? If their actions over the past year are any indications, they will be seeking strength in numbers. So much was evident from the ALB 50, our guide to the largest law firms in Asia. In 2008, the largest Korean law firms increased headcounts by an average of 20%. Lee & Ko went from 237 to 312 lawyers in this period; Yoon, Yang, Kim, Shin & Yu from 181 to 282; and Kim & Chang retained its place as Korea’s largest firm, increasing in size from 380 to 430 lawyers.

http://www.siaf.sg

NEws | analysis >>Profile Maxwell Chambers

With the rising number of insolvency and litigation proceedings in the economic climate today, Asian and

international clients have increasingly embraced alternative dispute resolution (ADR) as a way to reduce costs and save time. Singapore has been praised by various legal and economic bodies for having a strong legal system and world class infrastructure to support clients’ needs. A recent report by the ICC International Court of Arbitration ranked Singapore as the best city in Asia to settle ICC arbitration matters. Singapore is fast becoming a destination of choice for international and local ADR clients, and the government has invested considerably in its mission to make Singapore the arbitration hub of Asia. Among these plans is the development of Maxwell Chambers – the world’s first integrated dispute resolution centre with modern hearing facilities and international ADR institutions. The long-awaited opening of Maxwell Chambers has now been realised and reservations are currently being taken.

Established to ease the international dispute resolution process for foreign and local lawyers and clients, Maxwell Chambers is the answer to all your dispute resolution needs. Situated in the heart of Singapore’s CBD, Maxwell Chambers is a one stop, full service venue operating 24/7 to provide facilities for dispute resolution hearings, business functions, conferences and meetings.

Open for business since July, the state of the art complex of Maxwell Chambers is a conservation building furnished with modern facilities to simplify the process of settling disputes. For your convenience, Maxwell Chambers is equipped with 14 custom designed and full services hearing rooms and 12 preparation rooms fully furnished with all the equipment you need and technical support on hand.

international disputes simplified

“In recent years, Singapore’s convenient location, good legal system and neutrality have made us an arbitration venue of choice in the region,” according to Law Minister K Shanmugam. “We have established the Maxwell Chambers, which will house a first-class venue for international hearings equipped with state-of-the-art facilities for arbitration. We have been anticipating the opening of the Maxwell Chambers for some time now.”

As well as facilities that are available 24 hours and 7 days a week, Maxwell Chambers has services to support long-term document storage, translation, transcription, audio-visual and video conferencing needs and facilities such as wireless internet coverage, a private gymnasium, as well as catering, concierge and secretarial services (such as transport and accommodation management, confidential documents disposal, and assistance with airport arrivals and departures). It will also be home to leading arbitral institutes such as the International Court of Arbitration of the International Chamber of Commerce,

Tel: (65) 6595 9010 Fax: (65) 6339 3931 Email: [email protected] Website: www.maxwell-chambers.com

the International Centre for Dispute Resolution Singapore, the Permanent Court of Arbitration, the Singapore International Arbitration Centre (SIAC), Singapore Institute of Arbitrators, and the Singapore Chamber of Maritime Arbitration.

To make a reservation or find out more, visit www.maxwell-chambers.com or contact as below.

Main entrance, Maxwell Chambers


18

NEws >>


hong kong >>

ukreport

ROUNDUPSpanishfirmRodés&SalaissettomergewithGómez-Acebo&Pomboandexititsyear-oldalliance•relationshipwithUKfirmNabarro.Thenewmergerwillcreatea320-lawyeroutfitoperatingundertheGomez-Acebo&PombobrandCliffordChancewillsoonleaveitsHungaryofficetoitsowndevices,withBudapestmanagingpartnerPéter•LakatossettoformastandalonefirmwhichwilllaunchinAugustunderthenameLakatos,Köves&Partners.However,thefirmwillmaintainareferralrelationshipwithCliffordChanceGarriguesstilltopsthetablesasthelargestSpanishlawfirmbothintermsofincomeandtotalnumber•oflawyers,aheadofotherlargefirmswithSpanishoperations,includingCuatrecasas,GonçalvesPereira(£207.9m),UriaMenéndez(£151m),CliffordChance(£64.6m)andGómez-Acebo&Pombo(£52.8m)Nabarrohaslaunchedasecondroundofredundancytalkswith19stafffollowinga10%decreasein•turnoverforthe2008-09financialyearfrom£140.1m(unadjustedtotal)to£126.5m

Norton Rose merges with Deacons Australia; Deacons Hong Kong ‘comfortable’

Norton Rose and Deacons have announced a strategic merger to

take effect in January 2010, with the firms re-emerging as the Norton Rose Group.

The new firm will retain the existing Norton Rose chief Peter Martyr as CEO, and the chief of Deacons Don Boyd will be deputy. The new firm will boast revenues over A$860m and 1,800 lawyers scattered throughout Europe, the Middle East, Australia, China, Indonesia, Singapore and Japan.

Boyd said that the merger was initiated by his firm, following a strategy formed in 2006 to break into a bigger market. “The merger decision came from the Deacons end because we found that that’s where the legal world was going, and we set out to identify a law firm that had a compatible vision and culture, and that took a while,” he said. “Peter [Norton Rose chief Peter Martyr] and I started this process around a year ago, so it’s taken that long from beginning to end.”

“From our perspective, we were looking at the merger based on the evolutionary scale of the legal industry,” added Boyd. “We needed to focus increasingly offshore and looked more at Asia. Our strategy was to find a firm with a compatible culture and vision and we believe we’ve found that in Norton Rose.”

Meanwhile, Deacons’ Hong Kong chief, Lindsay Esler, said the relationship between Deacons Australia and Deacons Hong Kong remains amicable, and that the firm had not been surprised at the decision.

Esler said that the firm had been notified of the break away around last year. “They did not surprise us,” he said. “Basically, we were two large associated firms and were heading in different strategic directions. It’s very much suited for Deacons Australia to merge with Norton Rose, and to be honest we’re quite comfortable with our position here because we’re by far the largest independent firm in Hong Kong.” Although the two firms will

millionsfromitscostbasebyoutsourcingITandparalegalworktoIndia,andreportssuggestthatSimmons&Simmonsisalsolookingtouseexternallawyersoverseasforlargepiecesoflitigationorcorporateduediligence.

CMS band together for success Ayearafterproposingcloserintegration,theninefirmsthatmakeuptheCMSnetworkhaveannouncedthealliancesuccessful.

AmeetingofpartnersfromtheninefirmsinBrusselslastmonthconfirmedthatpitchingforpanelplacesastheCMSnetworkratherthanasindividualfirmshasprovedparticularlyfruitful,withaplaceontheACEEuropeanGrouppaneljustoneofthemanyvictories.

Themodelallowsmemberstoremainasseparateentitiesbutsharebranding,conflictsystemsandmarketingandpoolfinancesforlargeprojectssuchascreatingasinglewebsitedesignacrossthenetwork.

Linklaters loses out in Barclays panel shake-upLinklatersrecentlylostalmosthalfofitspanelplacesonBarclays’revampedrosteroflegaladvisors,followingathree-monthreviewbythebank.

The129placesonBarclays’11subpanelsarenowfinalised,withLinklatersbeingretainedforjustfourofthecategories–astarkcontrastfromthesevenseparatepanelsthefirmretainedduringthebank’spreviousmajorreview(2007).

AddleshawGoddard,ontheotherhand,hasincreaseditspresenceonthepanel,gainingspotsonfouradditionalpanels,inadditiontoretainingpositionsontheHR,privateequityandlendingandfinancecategories.

New Europe/Asia senior partner for DLA PiperLitigatorJanetLegrandrecentlylandedtheroleofseniorpartnerforEuropeandAsiaatDLAPiper.

ShewilltakeoverfromPeterWayte,whohasheldtherolesinceApril2005andissettoretirefromthepartnershipattheendofthemonth.

Legrandwillalsocontinuetocarryoutclientworkinthelitigationteam,andanelectiontoselectaboardmembertoreplaceherontheinternationalboardwillreportedlybeheldinJuly.

Linklaters revenue rockets LinklatersrecentlyovertookFreshfieldsBruckhausDeringertobecomethelargestUKfirmbyrevenue.

Thefirmpostedafigureof£1.3bnforthe2008-09financialyear,beatingFreshfieldsBruckhausDeringerbyjust£11m.However,thefirm’saverageprofitperequitypartner(PEP)hasdroppedbyapproximately9.6%to£1.3m,comparedtoFreshfields’steadyfigureof£1.44m.

Pinsents joins offshoring revolutionPinsentMasonsissettocutcostssignificantly,followingthefirm’sdecisiontooutsourcelitigationwork,includingfirstreviewsofdocumentationonUKandUS-relatedinvestigations,tolawyersworkingforbusinessservicescompanyExigentinSouthAfrica.

Thesavingisaround50%oneachroleand10secretarialstaffhavebeenputonpaidleaveduringatrialperiodandwillbemaderedundantifthepilotprovessuccessful.

AlthoughPinsentshasoutsourcedtypingworktoExigentsince2000,itisthefirstfirmsofartooffshoretheworkofqualifiedlawyers–butotherfirmsarecatchingon.CliffordChancehassaved

NEws >>


PING AN HIRES DLA PIPER AND DEHENG FOR MULTI-BILLION-DOLLAR ACqUISITION AyearafteritseventfulUS$3.5bninvestmentinFortis,PingAnInsuranceGroupismakinganothermulti-billion-dollarpurchase.Thistime,thetargetistheShenzhenDevelopmentBank(SDB),andthetransactionhasapricetagofUS$3.2bn.

PingAnhasinstructedDLAPiperasitsinternationallegaladvisorandDehengLawOfficesasitsPRClegaladvisor.PartnerMabelLuiandconsultantBrettStewienleadstheDLAPiperteam,whiletheDehengteamisheadedbyShenzhen-basedpartnersLiuZhenguoandDengYun.BothLiuandDengwereinvolvedinPingAnTrust&Investment’sacquisitionofastakeinTaizhouCommercialBankin2008.

Aspartofthetransaction,PingAnwillacquirea16.7%stakeintheissuedsharesofSDBfromNewbridgeCapital.Newbridge,aprivateequityfundunderTPG,theformerTexasPacificGroup,isSDB’slargestshareholder.

AteamofFangdaPartners,ledbypartnerJonathanZhou,isassistingNewbridgeinexitingitsinvestmentinSDB.

HERBERT SMITH AND WHITE & CASE LIGHT UP INDONESIAN TOBACCO DEAL The world’s second largest tobacco group, BritishAmericanTobacco,hasengagedHerbertSmith,HiswaraBunjamin&Tandjung,andWhite&Caseonitsacquisitionofamajor stake in Indonesiancigaretteproducer,PTBentoelInternasionalInvestamaforUS$494m.

White&CaseAsia-basedpartnersWilliamKrischner,BarryeWallandJeremyLeiferactedassoleinternationalcounselforBentoel’sowners,RajawaliGroup.HerbertSmithanditsIndonesianassociatedfirm,Hiswara,actedforlongstandingclientsBritishAmericanTobacco(BAT).TheHerbertteamwasheadedbyAustinSweeney,AndrewRadford,LiamBarkerandClareLynchinSingaporetogetherwithDavidDawborn,BrianScott,IrilHiswara,JohnNagulendranandJeanneElisabethinJakarta.

Industryanalystssaidthatthetransactionissignificantaswesterncigarettemanufacturersareincreasinglyfacingcrackdownsathome.Indonesiaistheworld’sfifthlargesttobaccomarketbyvolumeandgeneratessalesofaround250billioncigarettesayear.Lastyear,BentoelwasthefourthlargestcigarettemakerinIndonesia,gainingapproximately7%marketshare.

White&CaseadvisedRajawalionthesaleoftheir56%staketoBAT.ThefirmpreviouslyrepresentedRajawalionanumberofotherdealssuchasthesaleofits15.97%interestinPTExcelcomindoPratamaTbktoEmiratesTelecommunicationsCorporation,anditsacquisitionofa24.9%stakeinIndonesiancementcompanyPTSemenGresik.

newsinbrief >>

Norton Rose merges with Deacons Australia; Deacons Hong Kong ‘comfortable’

now effectively be in competition with one another, both said that they may well continue to work together. “We already do a little bit of work with Norton Rose in Hong Kong, and we work with many international firms here,” said Esler. “I think, from time to time, we’ll be working with the Norton Rose Group as the opportunities come up. Deacons Australia has some pretty good specialists down there so I don’t see any reason why we wouldn’t work with them.”

“We’re in the process of terminating the relationship between the two organisations and that’s being done in a friendly way,” said Boyd. “We’ve achieved a lot together over the 17 years. Deacons Hong Kong is a well known firm there but there’s no ongoing formal relationship after we

join the Norton Rose Group. I think there are existing relationships between Norton Rose and Deacons to the extent that it’s possible to do work together,” he added.

While this is the latest law firm merger in Asia – following last year’s high-profile merger between JSM and Mayer Brown – Esler pointed out that his firm will continue to “pursue an independent path in Asia” and that no merger plans were on the cards. “We don’t want a merger since we’re now the leading independent firm in Hong Kong,” he said. “We work with a lot of independent firms around the world; around 40% of our work comes from overseas so we’re pretty comfortable with what we’ve got. We’re going to stick with our China and other network of offices.”

“… to be honest we’re quite comfortable with our position here because we’re by far the largest independent firm in Hong Kong”LINDSAY ESLER, DEACONS HONG KONG

Don Boyd, Deacons and Peter Martyr, Norton Rose

20

NEws >>


usreport

ROUNDUPUSfirmCadwalader,Wickersham&TaftissettomoveitsLondonofficetonewpremisesinBankby•December.ThemovewillseethefirmalmosthalveitsofficespaceinthecapitalShearman&SterlingisexpandingitsAbuDhabioperations.TheUSfirmrelocatedLondonpartnerJames•ComynandParis-basedM&ApartnerManuelOrillactoAbuDhabiearlierthisyear,andhasplanstotransferLondon-basedpropertypartnerIanNissetotheofficein2010UKfirmSchillingsrecentlyformedacross-borderalliancewithUSfirmAkinGumpStraussHauer&Feldto•tackletheissueofenforcingUKcourtordersintheUS

Dewey on the move Dewey&LeBoeufchairmanSteveDavishasworkedhardtoexpandthefirm’sglobalplatformandfollowingthelaunchofthreeofficesintheMiddleEastandanothersoontosetupinMadrid,thefirmseemstohaveturneditsattentiontorecruiting.

Thefirm’sSiliconValleyofficerecentlyhiredacorporateteamfromCooleyGodwardKronishledbypartnerRichardCliman,andalsosnaredbankingpartnerMarshallStoddardfromMayerBrowntoleaditsUSbankingteam.

Orrick abandons lockstep remuneration Orrick,Herrington&Sutclifferecentlyunveiledits‘newtalentmodel’,acombinationofadistancingfromthetraditionallockstepadvancementforpartner-trackassociatesandthecreationofavarietyofnewlegalroles.

Thenewmodelwillallowassociatestoadvanceatapacethatreflectstheirdevelopingskillsets,andhasthreetracksoflawyersandotherprofessionalsandstaff:partner-trackassociates;careerattorneysandlegalteamprofessionals;andcustomtrackassociates.

Thefirmwillalsocreateanonpartner-trackoptionforassociates,andwillreportedlyboostthenumberofstaffattorneysdoingmoreroutineworklikedocumentreviews.

Themovetoamoremerit-basedpromotionandcompensationsystemhasbeendubbed’revolutionary’andahandfuloffirmsseemtobeonthesametrack.

BeginningassociatesatHowreywillnowfollowmoreofanapprenticeshipintheirfirsttwoyears,

seychelles >>

Appleby opens in niche market following merger Offshore firm Appleby

opened another office only a month after announcing its merger with Dickinson Cruickshank.

The firm has launched in Victoria, the capital of Seychelles, to service clients investing in Asia and India. The office will be headed by Malcolm Moller, currently the managing partner of the Mauritius office.

Hong Kong managing partner Francis Woo said that the launch was prompted by growing economic relations between Asia and Seychelles. “Seychelles has become more popular in Asia over the past few years,” she said. “For the Asian markets, Seychelles is on the ‘white list’ of the OECD and also has a good network of double taxation treaties, including some with China and Indonesia.”

The firm aims to capture a stake in the niche market, extending its level of service to emerging economies.

“As the world’s attention turns more to Asia – especially as China’s prominence grows – Seychelles will play an important part in the conduct of tax efficient business there through the Seychelles-China double taxation agreement,” said Woo.

The firm has also appointed local corporate figure Conrad Benoiton, the former chairman of the Seychelles International Business Authority (SIBA), as the managing director of its Seychelles corporate services division, which will work alongside the Seychelles office providing corporate and trust administration services.

The firm’s merger with Isle of Man-based firm Dickinson Cruickshank will be finalised in October this year, creating the largest offshore firm measured by the number of partners.

Malcolm MollerAppleby

whilst18monthsago,McDermottWill&Emerylaunchedastaffattorneyprogramtohandletasksthatcouldbebilledatlowrates.

ThereisspeculationthatDLAPipermayalsobeconsideringalternativestaffingmodels,includingmore‘flex-time’attorneyswhocanbetappedduringbusiertimesandanonpartner-trackoptionforassociates.

AlthoughthenewmodelatOrrickisonlyinplaceforUSassociates,thefirmisbelievedtobediscussingsimilartalentmodelinitiativesforEurope,withplanstomoveforwardin2010.

Bingham McCutchen, McKee Nelson merger BinghamMcCutchenandMcKeeNelsonaretomergeasofAugustwiththecombinedfirm,whichwillusetheBinghamMcCutchenname,totakeonallofMcKeeNelson’slawyers.

JointrevenueforthefirmswilllikelytopUS$900m(£554.6m),basedon2008figures,andwillincludemorethan1,100lawyers,withBinghamalonecontributingmorethan1,000lawyersspreadamong12offices.

Binghamwasalsooneofthefewmajorfirmslastyeartoshowgrowthinbothrevenue–up3%toUS$767m(£472.5m)–andprofitsperequitypartner–up6%toUS$1.42m(£874,877).

McKeeNelsonontheotherhandhadatougheryear,withlay-offsanddeparturesbringingthefirmtojust120lawyersandarevenuedecreaseofaround16%toUS$160m.

However,thefirmhasasolidreputationfortaxplanningandtaxlitigationandalsohasastrongwhitecollarpractice.

NEws >>


newsinbrief >>HOGAN & HARTSON TESTS WATER FOR DUOYUAN Beijing-basedwatertreatmentequipmentsupplier,DuoyuanGlobalWater,hasbecomethethirdChinesecompanytolistontheNewYorkStockExchangethisyear,followingChangyou.comandChemspecInternational.ThreelawfirmsrepresentedDuoyuaninitsNewYorkdebutwhichraisedUS$88m–Hogan&HartsononUSlawwithpartnersLeeManChiu(HongKong)andArthurMok(Shanghai),Commerce&FinanceonPRClaw,andMaplesandCalderonBVIlaw.

O’Melveny&MyersandTianYuanactedfortheunderwriters,PiperJaffray,Oppenheimer&CoandJanneyMontgomeryScott.

“ThesuccessfulofferingbyDuoyuanreflectsastrongsentiment for continued investor interest inmarket-leadingcompaniesinChina,”saidLee.

LONGAN OPENS SECOND OFFICE IN THE PRD LonganhassetupitssecondGuangdongofficeinGuangzhou.ThePRD,whichcomprisesHongKong,GuangdongProvinceandMacau,isoneofthemosteconomicallydynamicregionsofthePRC.

“WeviewGuangzhoutobeofstrategicimportancetoLongan.Settingupanofficetherewillstrengthenournationalnetwork,”saidfoundingpartner,XuJiali.

LonganisheadquarteredinBeijingandhasofficesinShanghai,Shenzhen,ShenyangandnowGuangzhou.

“WealsohaveplanstoopenanofficeinHongKonginthenearfuture.TogetherwithourcurrentofficesinGuangzhouandShenzhen,LonganwillhaveastrongpresenceandcapabilityinsouthernChina,”saidXu.

114 Allens staff volunteer for redundancy Allens Arthur Robinson recently confirmed that 114 staff members have opted

for the voluntary redundancy program announced earlier in April. A spokesperson from the firm said that the redundancies were from across a

range of practice areas, but about one third of them were lawyers, another third were from corporate services and the remainder were legal secretaries.

According to the firm, some of those made redundant are taking early retirement or a career break, while others are opting to start new businesses or study. Slowing workflow was not mentioned. “It was structured as a quite generous program,” the spokesperson said. “The feedback we’ve had was basically that this made people think about their next step, as opposed to people not having enough work to do.”

The firm maintains that it had not anticipated the number of redundancies which would eventuate from the program. “There certainly hasn’t been a program like this I can recall in the legal sector in the last 20 years, so there was no anticipation or expectation around numbers,” the spokesperson continued.

Baker & McKenzie frank about 11% China layoffs Baker & McKenzie has announced its plan to cut back 11% of its fee earners,

together with a commensurate number of secretarial and support staff, across its Hong Kong, Beijing and Shanghai offices. It has become the first major international firm to be open about its lay-offs in China offices.

Currently, Bakers has 281 partners and lawyers in Hong Kong and the mainland offices. An 11% cut means around 30 fee earners will lose their jobs, and the rumours are that many of these are at entry level. The firm told ALB China that the measures “were necessary to ensure our ongoing financial health in an increasingly competitive environment”.

Meanwhile, the firm also announced five new partner appointments in China. The newly elected partners are Joseph Deng in Shanghai, Barbara Li and Scott Palmer in Beijing, and Eugene Lim and Jennifer Van Dale in Hong Kong.

“The new partner appointments reflect the continued growth of our practice across specialist areas, providing us with a solid platform to assist our clients with the challenges they are facing in the current economic environment,” said David Fleming, Baker & McKenzie’s managing partner for Hong Kong/PRC/Vietnam.

AustrAliA >>

chinA >>

22

NEws >>


AustrAliA >>

Australian firms encouraged to expand into Asia Asia is paramount to the continued growth of Australian

law firms. This is the message in a report prepared by an Australian government body, International Legal Services Advisory Council (ILSAC). The report, titled Australian Legal Services – Strategic Global Engagement, identifies a number of key areas that Australian law firms must work on to improve their engagement with the Asian region, and thus ensure their continual growth.

Among the strategies outlined were to build stronger ties with the key regional economies of China and India, showcase Australia’s legal expertise and pursue market access globally. More specifically, Australia’s legal community is encouraged to “promote Australia’s expertise in commercial dispute resolution,” and “increase demand for Australian legal education and research”.

Some Australian law firms already have a significant presence in the region. The recent merger between Deacons Australia and Norton Rose is actually aligned with ILSAC’s recommendations of regional engagement. In an interview with ALB, Deacons Australia’s chief Don Boyd outlined how the vision for the merger was largely based on regional expansion. “We saw we needed to operate increasingly offshore and looked specifically at Asia,” he said. Boyd also outlined the influence China had on the decision. “Chinese clients were a strong reason why we wanted to have more international capabilities, because we’ve increasingly seen Chinese clients and banks investing not only in Australia, but the world.”

uPdAte >>

international tax

indian Budget 2009: tax Proposals

While the US and UK governments have responded to the economic downturn by raising taxes, india has chosen to tread a different path. The budget announced on July 6 by indian finance minister,

Pranab mukherjee, proposed a reduction in the personal indian tax rates from around 34% to 31%. The basic indian corporate tax rate has been maintained at 34%.

The budget sought to eliminate the surcharge on personal taxes thereby increasing disposable income in the hands of individuals and boosting consumer-spend. in addition, the much criticized fringe benefit tax (especially on eSOPs) and commodities transaction tax have been eliminated. The trend of companies granting eSOPs is expected to bounce back.

india recently introduced Limited Liability Partnership (LLP) legislation. most jurisdictions around the world treat LLPs as tax transparent entities. The budget however, proposes to tax LLPs as separate taxable entities (at the rate of 31%) with profits not being taxable in the hands of individual partners. As a result, losses may not be passed on to the partners for the purpose of set off or carry forward. further, a number of tax credit issues may arise in a cross-border context.

in line with the recent g20 proposals, the budget authorizes the indian government to enter into tax information exchange agreements with non-sovereign jurisdictions.

many foreign companies have been subjected to oppressive tax collection methods by the indian tax authorities. Recognizing this fact, the budget proposes to constitute an alternate dispute resolution panel to review the orders of the assessing officer prejudicial to taxpayer, before they are finalized. This is a unique attempt towards providing an efficient dispute resolution mechanism at an early stage.

Although the demand for an advance pricing arrangement has not been considered, the budget has authorized the government to formulate safe harbour rules for determination of arm’s length price for transfer pricing purposes. Additionally, the budget has removed certain practical difficulties in computation of arm’s length price where more than one method may be adopted.

On the flipside, the budget proposes to increase the minimum alternate tax (mAT) rate from 11% to 17%. mAT is the antithesis of any concession / exemption given.

The budget also proposes to bring certain specified non-cash gifts within the purview of income tax. Consequently, any gift of immovable property, shares, works of art, jewellery etc., made by a person (except close relatives) would be taxed in the hands of the recipient as income.

After much debate and deliberation, the budget has formally announced the introduction of a goods and services tax at both, federal and state levels from April 1, 2010 to replace the existing excise, service and sales / value added taxes.

The budget on the whole seems to meet reasonable expectations, especially considering that the new indian government had assumed office only a month previously.

By Debbie Annells, Managing Director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong www.azuretax.com, a member of AzureTax Group (Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370, (Fax) +852 2122 9209 Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation. Debbie Annells

NEws >>


mAuritius >>

Offshore firms battle it out for Asia market stake Competition between offshore firms has heated up with

Conyers Dill & Pearman and Appleby both launching a Mauritian office to capture clients in emerging Asian markets.

Appleby and Conyers have both received licences to operate in Mauritius under new laws paving the way for foreign firms to operate under joint ventures.

Although Conyers established its Mauritian practice last October, its local office in Ebene received regulatory approval and registration only recently, in late June.

Conyers has said that its Mauritius office has received considerable interest from clients since October last year.

Around the same time, Appleby – who had opened its Mauritian

outpost in February 2007 – announced that it had beaten the competition by becoming the first foreign firm to be registered to practice both Mauritian and foreign law.

Both firms are aiming to strengthen their market stake in key Asian economies such as India. Appleby had a busy month in June, opening in Seychelles and Bahrain, while its merger with Isle of Man firm Dickinson Cruickshank meant it narrowly beat Conyers’ headcount, by five lawyers. Conyers’ strategy is to integrate its practice through a network of lawyers based in Dubai, London and Mauritius.

Appleby … announced that it had beaten the competition by becoming the first foreign firm to be registered to practice both Mauritian and foreign law

uPdAte >>

intellectual Property

SPOt tHe diFFerenCe: the Approach to identity Chai Chyau ling (doing business as racetech Auto) v. racing technology Pte ltd [2009] SGHC 105

In the recent decision of Chai Chyau Ling (doing business as Racetech Auto) v. Racing Technology Pte Ltd [2009] SGHC 105, the High Court took the opportunity to discuss the concept of identical marks in the context of trade

mark infringement under Section 27 of the Singapore Trade marks Act (Cap. 332, 2005 Rev ed).

The legal tussle arose out of the use of the Respondent’s Trade mark ‘RACeTeCH’ (the “Trade Mark”) and the Appellant’s trade name/Logo ‘RACe TeCH’ (the “Logo”), both in relation to vehicle-related services.

The court noted that, as between the Trade mark and Logo, there were differences, arising from the spacing in between ‘RACe’ and ‘TeCH’ in ‘RACe TeCH’, the colour and the typography. The court candidly observed that it would be “violence to the english language” to conclude that they were identical.

The court also acknowledged that the european courts adopted a strict test to identity, that is, “identity implie[d] that the two elements compared should be the same in all respects” (see SA Société LTJ Diffusion v Sadas Vertbaudet SA [2003] fSR 34).

nevertheless, the court opined that for the purposes of trade mark infringement, minor differences which are insignificant can still give rise to ‘identity’ between the infringing and infringed trade marks.

The court was guided by Kerly’s Law of Trade Marks and Trade Names (14th edition, 2005) which observed that “a sign will be identical with the registered mark where it reproduces, without any modification or addition, all the elements constituting the mark or where (sic), viewed as a whole, it contains differences so insignificant they may go unnoticed by the average consumer”.

in fact, this approach was earlier adopted by the High Court in Louis Vuitton Malletier v City Chain Stores (S) and Another Matter [2009] SgHC 24. in that case, it was found that while there were differences between the designs of the plaintiff and defendant, those differences were “not of any real significance” and certain features, while marginally different, “were hardly noticeable” when one took a holistic observation of the designs.

in the present case, the court found that the differences between ‘RACe TeCH’ and ‘RACeTeCH’ were so inconsequential and held that they were identical to each other for the purposes of trade mark infringement.

Terri Koh Associate Intellectual Property and Technology Group ATMD Bird & Bird LLP 39 Robinson Road #07-01, Robinson Point, Singapore 068911 Direct +65 6428 9883 Fax +65 6223 8762 Email [email protected]

Terri Koh

24

NEws >>


More lawyers embroiled in fraud as Drier saga ends

chinA >>

us >>

US firms called in on Sinopec’s largest overseas takeover

Chinese corporates are still hungry for overseas natural resources assets. Following the Chinalco/Rio saga,

Sinopec has made a US$8bn takeover bid overseas. Sinopec International Petroleum Exploration and Production

Corporation (SIPC) will acquire Addax Petroleum, a publicly traded company on both the Toronto and London stock exchanges. It will become the largest overseas takeover by a Chinese oil company, breaking the record set by China National Petroleum in 2005, when it acquired PetroKazakhstan for US$4.2bn.

Vinson & Elkins and Fasken Martineau have been called in to advise Addax, with the Vinson

Lawyers continue to dominate headlines in major fraud and professional misconduct scandals as Marc Drier, the

founder of New York firm Drier LLP charged with multiple counts of fraud, was sentenced to 20 years in jail in July.

Drier was charged with fraud late last year after being found to be impersonating an in-house lawyer. In May, he pleaded guilty to conspiracy, money laundering and securities fraud and prosecutors later called for a jail sentence of 145 years. Drier sent a letter to the judge seeking leniency and detailing how “a sense of underachievement” motivated him to build the law firm which grew to 250 lawyers with three offices in just 13 years.

“I had virtually no cash and very few clients, but I was able to grow the firm modestly over the few years by investing my life in it. I had planned poorly, however, for the expenses … by 2001 I was deeply in debt,” he wrote. Drier also accounted how several factors influenced his creation of ponzi schemes to lure money from clients. “Your honour has rightfully observed that as a lawyer I have dishonoured the legal profession, and I am painfully aware of that,” he wrote.

Drier’s episode comes to an end as Joseph Collins, a lawyer from Mayer Brown’s Chicago office, was convicted in mid July of fraud amounting to US$2bn in relation to the bankrupt futures trader Refco, which Collins represented as an external legal advisor.

In Singapore recently, a lawyer who blogged about an ongoing court case was fined for “promoting his view” about witnesses and the merits of the case, while another

“Law firms with international expertise can expect to benefit as many Chinese state-owned enterprises continue to look for M&A opportunities”DAVID LEFEBVRE, STIKEMAN ELLIOTT

Servicing a complex structure usually has a logical starting point

Contact: Nigel RiversHead of Private Clients T: + 852 2822 0186E: [email protected]

In today’s market, having a partner that understands the intricacies and challenges of effective wealth management around the globe is critical...

• a company that offers a comprehensive, yet bespoke, range of services in the key financial jurisdictions of the world

• a global team capable of making multiple, complex solutionsfit neatly together

• an independent service provider that is not merely a department within a large bank or law firm, but one that can add real value through local knowledge and global expertise.

Equity Trust is the world’s leading independent provider of trust and fiduciary services. With more than 1250 professionals in over 30 offices around the globe, we can provide structures for extended families all over the world, manage multiple cross borderassets and facilitate effective investments.

The World’s Leading Trust Company

Argentina, Aruba, Belgium, Bermuda, Brazil, British Virgin Islands, Cayman Islands, China, Cyprus, Germany, Guernsey, Hong Kong, Ireland, Jersey, Labuan, Liechtenstein, Luxembourg, Malaysia, Malta, Mauritius, New Zealand, Panama, Samoa, Singapore, Sweden, Switzerland, Taiwan, The Netherlands, The Netherlands Antilles, United Kingdom, United States of America, Uruguay.

A full list of Equity Trust companies and their regulatory status is available on request.

http://www.equitytrust.com

NEws >>


US firms called in on Sinopec’s largest overseas takeover team headed by Beijing partner Paul Deemer and Shanghai partner David Blumental. SIPC is represented by Canada-based firm Stikeman Elliott and its in-house team.

“This transaction indicates that, even in a slower market, there are still deals to be made and that Canadian-based energy companies remain a favourable target,” said David Lefebvre, lead partner of Stikeman Elliott’s team. “Law firms with international expertise can expect to benefit as many Chinese state-owned enterprises continue to look for M&A opportunities.”

“Chinese companies are now looking to make larger deals, where in a single transaction they can acquire a lot of assets in different places,” said Blumental. “The trend is that the overseas deals of Chinese oil companies have gone from simple assets purchases to much larger public company takeovers, like SIPC’s takeover of Addax and Tanganyika Oil and PetroChina’s acquisition of Singapore Petroleum and COSL’s acquisition of Norway’s Awilco.”

local lawyer, David Tan Hock Boon, received a five-year sentence last year for his part in a scheme to defraud banks of almost US$700,000.

For lawyers and firms charged with investigating them, the growing number of bankruptcies in the financial crisis can be lucrative. US firm Baker & Hostetler, which was involved in handling the bankruptcy proceedings of the Bernie Madoff investment scandal, has filed for US$14.9m in fees and expenses associated with its work on the case. Meanwhile Diamond McCarthy, the firm overseeing the bankruptcy proceedings of Drier LLP, has filed US$844,791 in fees and expenses.

uPdAte >>

it column TM

legal Must Stay Actively involved in Selecting ediscovery Solutions

Many organizations have a committee of iT, Records management, information Security, and Legal professionals who are assigned the task of developing and improving ediscovery

processes. Typically, Legal is engaged in the initial stages of setting goals and requirements. However, once the task of evaluating, choosing, and implementing solutions begins, they often tend to disappear.

When this happens, organizations unknowingly embark on activities that result in unnecessary costs and delays. The danger of “scope creep” runs rampant, as narrowly-focused ediscovery solutions projects become part of longer-term records management or compliance projects. The end-result is all too common: lots of time spent changing or re-arranging the proverbial haystacks of information sources, and scarce focus on determining ways to find and preserve the needles of relevant files within the existing haystacks. most organizations understand the need to invest in technologies that enable them to gather electronically stored information (eSi) quickly and efficiently, while preserving chain of custody and metadata. While a number of technologies appear to give similar messages of being able to meet these criteria, a world of difference exists in how they work, the time required for implementation, and overall effectiveness.

in a recent meeting with an organization’s iT and Legal staff, i found that Legal asked iT to improve ediscovery collection processes, with a mention of looking into email archiving solutions. iT then evaluated and invested in an archiving solution that was taking months to implement and complete. When i asked how the organization dealt with collecting eSi stored locally on computer hard drives for desktops or laptops, iT looked over at Legal and asked, “is this something you need to acquire as well?” Legal looked back at iT and said, “Yes.” Then, a moment of silence. Clearly, a disconnect existed between what Legal needed from a broader perspective for ediscovery and the limited solution that iT had chosen. Archiving and other records management initiatives are not a complete solution for ediscovery. discoverable eSi is much more than what exists in an archive, enterprise content management system, or other structured data source. moreover, ediscovery is not simply extending an information management solution to manage more data sources.

What’s more important is to determine how best to collect and preserve eSi from existing sources for pending litigation— and information management solutions were not designed to do this. The name of the game for ediscovery is acquiring what is potentially relevant from reasonably accessible sources as quickly and efficiently as possible at the time an organization anticipates litigation and in a defensible manner. Legal, stay involved when your organization is choosing an ediscovery solution! Your partners in iT need your input because you know the legal requirements. Also, your success depends on iT’s ability to give you what you need, when you need it.

By Daniel Lim, Director & Assistant General Counsel, Guidance Software Inc. For more information, please contact: Carl Kimball, General Manager, Asia Pacific Guidance Software, Inc Phone: +65 6248 4527 Email: [email protected]

Carl Kimball

26

NEws >>


INDIAN FIRM J SAGAR SWALLOWS BANGALORE BOUTIqUE JSagarAssociates(JSA),India’ssixthlargestlawfirmbyheadcount,hassubsumedBangalore-basedboutiquelawfirmM&CPartners.M&Cwillcontributean18-lawyer,3-partnerteamtoJSAandwillbringthefirm’snumberoflawyersinsouthIndiato39,includingfivepartners.

JyotiSagar,foundingpartnerofJSA,calledthemergertimely,sayingthatitbolstersthefirm’sresourcesinkeycounter-cyclicalpracticeareas.“WiththismergerweenhanceourpresenceinsouthernIndiainthepracticeareasofcorporaterestructuring,realestateanddisputeresolutiontherebyincreasingthedepthandbreadthoftheofferings.”

ThismovefollowsJSA’srecentadditionofanindirecttaxpracticeafteralllawfirmsinIndianotedaspikeininstructionsinthisareaduetotherevisionofthecountry’sFDIguidelinesinearlyFebruary2009.

DIAZ REUS CLAIMS TWO LOCATIONS IN THE GOLDEN ‘BRIC’ NATIONS USboutiquefirmDiazReus&TarghasopenedanofficeinShanghai,followingtheestablishmentofitsBrazilofficeinJune.TheofficewillbeheadedbypartnersRobertLeeandAdamEhrlich.

ThefirmsaidithaswitnessedgrowingvolumesofbusinessfromChina-basedclients.“ThestrengthofChina’seconomyandourincreasingdealflowsinvolvingChinanecessitatetheopeningofourShanghaioffice.Weareseeingapatternoftraderelationsoccurringwithintheprivateandgovernmentsectors,”saidLee.

LeeisconfidentthatDiazReuswillexperiencesubstantialgrowthintheareasofM&A,projectfinancing,internationalarbitrationandcurrencytransfers.

LEx MUNDI ADMITS PANAMA FIRM GloballegalgroupLexMundihasadmittedArias,Fbrega&Fbrega(ARIFA)astheexclusivememberforPanama.

ARIFAhas35lawyers,amajorityofwhomarebasedinitsPanamaoffice.Thefirm’scorporateoffshoredivision,ArifaOffshoreServices,hasanofficeinHongKong.

Thisyearmarksthe20thanniversaryofLexMundi,whichnowcounts21,000lawyersinitsnetworkof160firms.

newsinbrief >>

Indian clients to feel pinch of new tax on law firms, LPOs

Amid growing opposition and unrest in India’s legal community, Indian

law firms’ fee income will now be taxed as part of the government’s annual budget changes.

Finance Minister Pranab Mukherjee defended the decision to charge all law firms and consultancies a 10.3% tax on services in his budget speech. “Although there is a school of thought that legal consultants do not provide any ‘service’ to their clients, I hold my distinguished predecessor in high esteem and disagree,” he said. “As such, I propose to extend service tax on advice, and consultancy or technical assistance provided in the field of law.”

India’s legal community has argued that the law is not a business like other trades and therefore should not be taxed. Legal bodies organised a lawyers’ strike on 9 July in protest. “The lawyers of India will not tolerate any attempt by the government to impose service tax on the legal fraternity and shall adopt all peaceful means to oppose such uncalled for and unwarranted taxes on lawyers,” said a statement issued by the Co-ordination Committee of All Bar Associations of Delhi, the organiser of the strike.

Lawyers also argue that the tax costs will inevitably be passed on to clients, further preventing people from seeking legal advice and thus curbing growth of the country’s developing legal industry. “The legal industry here has grown to a great extent,” said N Raja Sujith, partner at Majmudar & Co. “Instead of offering perks or tax exemptions to

support that growth, this tax has been imposed and is not ideal. In India, most of the mid-level companies and businesses don’t seek proper legal advice as it is, because of the costs. That is somewhat changing now, and law firms are doing better. With this burden, clients will have to pay more, so obviously they will think twice and avoid legal services.”

The tax also contains various other loopholes – exemptions apply if legal services are being offered by individuals, to other individuals. As such, smaller law firms in India – which constitute the majority of the country’s legal industry – may be able to bypass the tax. “Most firms are small and unregistered, and they can always charge their bills individually under each partner’s name. The receiver will also suggest that, in order to prevent them from paying the extra service tax. Through that loophole, some firms can avoid the tax so I don’t know how the authorities will be able to monitor that. There is a huge scope of issues at this stage where people may interpret things differently.”

Despite the opposition, Sujith said that there is a strong likelihood of the move being approved by parliament, and may come into effect as soon as 1 August. “This issue has been discussed over the last three years in past finance budgets,” he said. “I feel that it will come into effect. Unless the legal fraternity can influence the parliament, it will most probably be approved.”

indiA >>

NEws >>


HOGAN & HARTSON SEEKS DIRECTION IN GREATER CHINA, RESHUFFLES MANAGEMENT Afterundergoinga‘localisation’processinearlyJuly–aprocesswhichwillallowtheHongKongofficeofHogan&HartsontopracticeHongKonglawunderthenameHogan&Hartson–thefirmhasunveiledanew-lookmanagementteamtooverseeitsGreaterChinapractice.

JunWeiandStevenRobinsonhavebeenappointedasjointmanagingpartnersofthefirm’sGreaterChinaoperationandwillberesponsibleforcoordinatingdirection,strategicplanningandpracticedevelopment.Aspartofthemanagementreshuffle,thefirmhasalsoappointednewofficeheads:GordonNgwillbecomethemanagingpartnerofthefirm’snewlylocalisedHongKongofficewhileLeeManChiuiselevatedtoadministrativepartner.Onthemainland,RogerPengwillleadthefirm’sBeijingofficeandArthurMokitsShanghaioffice.

SALANS REACHES NEW HEIGHTS WITH BOLD KAZAKH PROJECT SalanshavebeenengagedbyUAE-baseddeveloperAldarPropertiesinaprojecttoconstructthetallestbuildinginCentralAsia–theAbuDhabiPlazainKazakhstan.

LocatedinAstana,thecapitalofKazakhstan,theprojectinvolvestheconstructionofa382metre-tallmainbuildingwhichwillbeencircledbyseveralothertowersofdifferingheights.Uponcompletion,whichisexpectedtobearound2012,theAbuDhabiPlazawillbecometheworld’s14thtallestbuildingatanestimatedcostofoverUS$1bn.Theplazawillprovideoffice,hotelandresidentialspace,andwillbeconnectedtotheAstanaInternationalAirportbyamonorail.

SalanspartnerAbaiShaikenov,whoisbasedintheAlmatyoffice,advisedAldarontaxandlegalissues,andonnegotiationsbetweentheKazakhandUAEgovernments.

Althoughoil-richKazakhstanhasbeenluringinterestfromChinesecorporationsrecently–aUS$11bndealtoconstructthegaspipelinecrossingCentralAsiatoChinaisoneexample–cross-borderdealsaremorelikelytohappenwithMiddleEasterneconomies.In2008,theKazakhgovernmentannouncedthattheUAEhadbecomethecountry’smajortradeandinvestmentpartner,andeconomictieshavebeenfurtherstrengthenedwithanumberofnewdealssignedbetweenthetwocountries.Inadditiontothisproject,theAbuDhabi-basedoilcompanyIPICisinvestingUS$1bninoilandgasprojectsinKazakhstan.

newsinbrief >>

Laracy and Gall go their separate ways hong kong >>

After five years together, the founding partners of Laracy Gall

– Damien Laracy and Nick Gall – have decided to separate their practices. Laracy has established Laracy & Co, while Gall has set up Gall & Lane.

“The separation had been in the pipeline for around six months,” said Gall. “It was essentially about our wanting to go in a different direction to Damien Laracy. The other partners and I wanted to focus on our core area of practice, which does not include contentious shipping work. All the lawyers joined Gall & Lane, except for Damien Laracy.”

Laracy Gall hit the headlines earlier this year after it announced an alliance with White & Case in an effort to capitalise on the expected rise in insolvencies and restructuring work in the region. The alliance will continue to operate with Gall & Lane. “Gall & Lane is still working closely with White & Case in respect of contentious insolvency work. However, the alliance does not extend to our other practice areas, such as commercial dispute resolution, contentious employment work or fraud and asset tracing,” said Gall.

The timing of the move, it seems, could not have been better planned. Not only is there already unprecedented amounts of work on offer for dispute resolution and arbitration lawyers, but impending regulatory change in Hong Kong could open up new avenues for even more.

“Arbitration is gaining in popularity in Hong Kong and will continue to do so,” Gall said. “Mediation is currently something that is not required, but come January next year, this will change. It is hoped that it will become a very useful way of settling contentious employment matters.”

In the meantime, Gall said there is more than enough work to keep all practices busy, especially specialist ones

such as his own. “We continue to get very high quality work from City/US firms in Hong Kong who are conflicted out of matters,” he said. “With the financial crisis playing out the way it is and given our independence, we expect this to continue.”

This seems to suggest that we may see a proliferation of boutique firms devoted to dispute resolution and litigation. But according to Gall, this will depend on attitudinal shifts. “One thing that has proved slightly difficult is for people to get their heads around the nature of a specialist litigation firm, or firms that have just one focus,” he said. “Part of this is getting rid of the perception that litigation needs to be fed by a corporate department and that, provided your reputation is strong enough, any litigation practice can stand on its own.”

As for what the future holds for Gall & Lane, Gall said to expect further growth after things have settled down. “We have just increased our office space in anticipation of growth, but we still need to get the market used to the new name post-separation,” he said. “We will soon be looking to bring on new lawyers and add on more dispute resolution practices as well as continuing to increase the amount of financial services dispute resolution we handle.”


30

NEws | deals update >>


mergermarket M&A deals update

NEws | deals update >>


32

NEws | regional update >>


CHinAPaul Weiss

mALAYSiATay & Partners

indOneSiABT Partnership

SingAPOReLoo & Partners

Reg

ional

updat

es

Each month, ALB draws on its panel of country editors to bring readers up to date with regulatory developments across the region

cap from 20% to 30% and allowing Chinese companies to lend up to 30% of its total equity (but subject to the total investment amount the Chinese company has been approved to make in the overseas entity); (2) permitting Chinese companies to use its RMB funds to purchase foreign exchange to fund the overseas financing in addition to using its own foreign exchange reserves; and (3) promising to adopt simpler procedures to further facilitate the loan remittance process. Most of the processing will be handled by the bank without the necessity to go to local branches of SAFE. Chinese companies can directly enter into loan agreements with the overseas affiliates but they can also engage banks and other financial institutions to act as intermediaries to provide entrustment loans.

SAFE will still be controlling and overseeing the actual amount of funds being lent to overseas entities. However, the Circular will definitely ease the cash flow needs of the overseas companies established by non-multinational Chinese companies. This ability to finance its overseas affiliates will also increase the appetite for outbound investments by Chinese entities.

Written by Jeanette Chan, partnerWei Chen, associate Paul, Weiss, Rifkind, Wharton & Garrison

Unit 3601, Fortune Plaza Office Tower A No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 PRC Email: [email protected] Ph: (8610) 5828-6300 or (852) 2846-0300

The recently published Circular on Foreign Exchange Control Issues Relating to Offshore Lending by Enterprises in China (the “Circular”),will create more flexibility for Chinese entities to fund their overseas operations from August 1, 2009. In a media session convened by the State Administration of Foreign Exchange (“SAFE”), officials explained the main purpose of the Circular is to address issues Chinese companies are facing due to the worldwide financial crisis in funding their offshore operations and expansion.

Prior to the issuance of the Circular, a non-financial company incorporated in China must qualify as a “multinational company” (as defined under the Circular on Issues Relating to the Administration of Internal Operation of Multinational Companies’ Foreign Exchange Funds issued in 2004, the “2004 Circular”) before such company is permitted to extend loans to their offshore member companies by using its then-available foreign exchange funds. To qualify as a “multinational company”, such company must have a certain number of subsidiaries or affiliates within its “group”. In addition, the total amount of outbound lending by a Chinese company is limited to 20% of such company’s equity base. Furthermore, under the 2004 Circular, both the lending Chinese company and the overseas affiliated borrower must meet certain other financial criteria.

The Circular now makes it possible for smaller Chinese companies to extend financing to their offshore affiliates that are either wholly owned or invested by them. These overseas entities can either be operational entities or pure investment vehicles. Other major changes include: (1) increasing the

CHinA

Outbound Lending further facilitated By

SAfe Regulation



Monetary Authority of Singapore (“MAS”) has issued Guidelines on the Application of Banking Regulations to Islamic Banking (the “Guidelines”) which took effect from 7 May 2009. The Guidelines provide guidance for those financial institutions intending to offer Islamic financial services and/or products in line with the Banking Act (Cap 19) (the “Banking Act”), Banking Regulations*.

This update briefly summarises all applicable sections and products mentioned in the Guidelines except the capital requirements and investments in Sukuk.

As for the Admission Framework, MAS re-affirmed the approach that the identical admission criteria shall be applied when considering an application by any bank whether conventional or Islamic. The primary concern will be on the financial stability of the bank seeking such admission, despite the presence of the unique Shariah compliance risks.

MAS has no intention to prescribe what constitutes Shariah compliance or to endorse specific Shariah rulings. It recognises that the burden to manage such risks lie with the management of the Islamic bank given that it is reputational risks to the Islamic bank.

Regulatory Treatment of Islamic BankingThe section of Funding Structures clarifies the conditions for accepting Murabaha (marked-up profit) deposit. Regulation 4A extends the meaning of deposit by approving the arrangement of sale and purchase of asset via the deposit account. Regulation 23 legalises the transaction of sale and purchase of asset by bank, which the bank shall minimise the holding period and the price fluctuation of the asset.

The section of Financing Structures and Investments deals with the commonly

guidelines On islamic Banking

SingAPOReuntil now. In a sense, Malaysia is only leveling up to its competitors in the region. Nonetheless, these changes are bold given the socio-economic balance and politics of the country. With these relaxation and concomitant emphasis on the service sector ( where equity conditions have also been recently removed for 27 service sub-sectors ), Malaysia hopes to re-establish itself as a favourite investment destination.

To be sure, the New Economic Policy has not been abandoned. Sector regulators in energy, utilities, telecommunications, banking and finance, transportation, distributive trade and others will continue to impose equity conditions. In real estate and property, States within the federation will continue to impose their own thresholds and foreign ownership regulations.

Proper legal advice continues to be indispensable when investing and doing business in Malaysia. Transparent clear rules welcoming foreign investments available in the manufacturing sector and led by MIDA is still the benchmark which many of these sector regulators must aspire to achieve, Land ownership rules differ from State to State and equity conditions differ from sector to sector. There is still a need to navigate the regulatory regime and properly structure your investments in Malaysia.

Written by Tay Beng Chai, Managing Partner Tay & Partners 6th Floor, Plaza See Hoy Chan Jalan Raja Chulan 50200 Kuala Lumpur, Malaysia Phone: +603-2050 1888 DID : +603 2050 1881 Fax: +603-2031 8618 Email: [email protected]

mALAYSiA

fdi gets A Boost from major Liberalisation

Affecting equity Conditions in malaysia

Equity conditions mandating bumiputra ownership have been a bugbear to foreign investors in Malaysia. For the longest time, Malaysian businessmen have been lobbying for relaxation to some aspects of the New Economic Policy and things are finally looking up.

The Malaysian Prime Minister chose the occasion of Invest Malaysia 2009 conference to announce that companies seeking to list on Bursa Malaysia no longer need to reserve 30% of its shares for bumiputras. In its place, such companies only need to ensure half of its public shareholding spread is in the hands of bumiputras at the point of the IPO. There is no obligation to top up bumiputra equity levels thereafter.

The Prime Minister went on to abolish, with immediate effect, Foreign Investment Committee’s ( FIC ) role in approving foreign investments. Henceforth, all merger, acquisitions and takeovers will be exempted from FIC approval.

The real estate and property sector also received its share of good news – FIC’s approval will no longer be needed unless the value of the deal is more than RM20 million and involves a dilution of bumiputra or government interest.

The fund management and stockbroking industries cheered as well – foreign fund managers and stockbrokers can own 70% of their Malaysian operations ( up from 49% ), and in the case of wholesale segment of the fund management industry, they can own 100% of their Malaysian companies.

Malaysia’s attractiveness as an investment destination suffered because investors must find a bumiputra partner. The global competition for foreign investments is intense and the bumiputra policies formulated in 1971 have not seen any major revamp

34



used Islamic financing structures. A brief elucidation is provided below. a. Murabaha financing is where the bank

is allowed to purchase the asset to be financed for the customer and then to re-sell to the customer with a marked-up profit in addition to the original price (Regulation 22). The customer shall thereafter repay to the bank based on the re-sell price on a deferred basis.

b. Murabaha Interbank Placement is usually transacted between two banks, thereby allowing an Islamic bank to earn marked-up profit from the deferred payments scheme (Regulation 23A).

c. Ijara wa igtina functions as a lease agreement where the bank purchases the asset at the request of the customer who in turn repay the bank by way of monthly rentals (Regulation 23B).

d. Diminishing Musharaka is explained as a joint ownership between the bank and its customer. The bank’s share in the asset shall be diminished gradually upon the amount repaid by the customer (Regulation 23C). The total repayments made by the customer must exceed the bank’s original contribution, which the rate of profit must be agreed upon.

e. Spot Murabaha transaction involves the purchase of asset at a marked-up price with immediate repayment (Regulation 23D). The bank has to avoid taking on the non-financial risks. Further, the bank is prohibited from taking physical delivery of the underlying assets and transactional risks. In summary, the Guidelines are

intended to serve as a tool to guide financial institutions in maximising the commercial opportunities to fuel the growth in Islamic banking.

*All Regulations mentioned in the update are referred to the regulations of the Banking Regulations.

Written by Ms Ms Lee How Fen and Ms Ng Siao Hui

By Ms Lee How FenForeign Counsel,Legal Associate (Corporate Practice)Ph: (65) 6322-2205 | Fax: (65) 6534-0833E-mail: [email protected] Ms Ng Siao HuiCorporate Finance ExecutivePh: (65) 6322-2285 | Fax: (65) 6534-0833E-mail: [email protected] Loo & Partners LLP 88 Amoy Street, Level Three Singapore 069907

the company and at minimum, stating information as follows: a. Explanation regarding public offering;b. Aim and Allocation of the proceed of

Public Offering;c. Analysis and explanation regarding

activities and financial aspect;d. Business Risks;e. Financial data;f. Legal opinion;g. Information concerning orders of

stock purchasing;h. Information regarding Articles of

Association.

Subsequent to the registration, BAPEPAM-LK will examine the documents in order to comply with the full disclosure principle. The declaration of registration will be deemed effective after 45 days since the day it was submitted to BAPEPAM-LK or less than 45 days if BAPEPAM-LK declares it to be effective. After registration being effective, the public company may conduct a public offering.

Written by Tyana Asri Martianti

BT PARTNERSHIP BRI Tower II, 19th Floor Jl. Jend. Sudirman No.45 Jakarta 10210, Indonesia Tel. 62 21 5700 777 Fax. 62 21 5700 877 Email: [email protected] Web: http//www.btpartnership.com

Any public company is obligated to conduct full disclosure. Full disclosure means a general guide which requires all entities subject to the capital market law (i.e. Law No 8/1995 regarding Capital Market) to disclose to the public all material facts regarding business and stock which may affect the decision of investor to conduct investment. Information or Material Facts are relevant and important facts regarding events, occurrences, or facts which can affect the stock price in stock exchange and or affect the decision of investor or person who intends to invest or other entities involved.

When a public company intends to go public, obligation of full disclosure shall be conducted in two phases. The Registration phase and after-registration phase.

Obligation of full disclosure in the registration phase reflected in the declaration of registration submitted by public company to Capital Market and Financial Institution Supervisory Agency (or BAPEPAM-LK). This declaration consists of several documents, as follows: a. Letter of Declaration of Registration;b. Prospectus;c. Summary of Prospectus;d. Another necessary documents i.e.

Schedule of Public Offering, Sample of stock letter, Audited Financial Statement etc.

One of the most important documents in the declaration of registration is a prospectus which is a written document stating all necessary and important information regarding the company. A prospectus has to be made and continuously maintained in order to give the public clear and honest information with regards to

full disclosure in Capital market

Part i - Registration Phase

indOneSiA

Fraser Suites, Fraser Place and Fraser Residence are part of Frasers Hospitality's rapidly expanding network of Gold-Standard serviced residences located in gateway cities throughout Asia Pacific, Europe and the Middle East. For more information, visit us at frasershospitality.com

Frasers Autumn Specials

ilities unique to our premium Gold-Service Standard

premium hospitality providers, our location in the enience will be within a “stone’s throw away” for

Where you’re more than just a guest………We welcome you home from the very first day you arrive. Our Fraser Difference ensures that you receive an array of exceptional services and fac brands globally.

Apart from being one of Beijing’s latest addition in Central Business District guarantees that life’s convyou in business or leisure.

st thValid from September 1 to November 30 , 2009 beijing.frasershospitality.com

Bonus OffersStay for minimum of 3 consecutive nights to receive:• 4th night free, maximum of 2 free nights per stay.• RMB300 credit per stay to be redeemed for

either one of the services consumed at prevailing published rates:Beijing Capital Airport pick-up or send offIn-room telephone charges (DDD & DID)Laundry or dry cleaning Business Center Services

Note:-• In the event of less than 3 consecutive nights stay, benefits

will not be applicable and rates will be adjusted.• Benefits not consumed cannot be en-cashed or transferred.• Terms and conditions may change and at the discretion of

Fraser Suites CBD, Beijing without prior notice.

Offerings exclusively for this promotion!• All rates are subject to15% surcharge.• Daily breakfast for up to 2 persons.• Complimentary Internet connectivity . • Late check-out at 4:00pm, subject to availability.

or

Floor Rack Special Area Rate Promotion

Night NightApartment Type Sqm CNY/ CNY/

Studio Apartment 33-43 3,388 888 1 Bedroom Deluxe 55 3,888 1,088 1 Bedroom Premier 74 4,388 1,288 1 Bedroom Grand 92 5,388 1,388

For sales enquiry, please contactemail: [email protected]

Toll-free: +86 400 817 1188Address: 12 Jin Tong Xi Road, Chao Yang District,

Beijing PRC 100020

ALB9.8 Frasers Ad.pdf 7/29/2009 8:54:43 AM

http://beijing.frasershospitality.com

CHINA

SE ASIA

AUSTRALASIA

JAPAN

HoNg KoNg

18 September 2009, Conrad Hong Kong

The most high-profile legal event of the yearJoin the who’s who of in-house counsel, business and law at the 8th annual ALB Hong Kong Law Awards 2009. Secure your place at the industry night of the year where senior in-house counsel, their CEO’s and private practice lawyers come together to enjoy a gourmet dinner, fine wines, world-class entertainment and invaluable networking opportunities as the winners for 2009 are announced.

http://hk.albawards.legalbusinessonline.com/

ALB enjoys alliances with the following organisations

For sponsorship opportunities: Amanda Ho +852 2815 5988email: [email protected]

SeCure your table nowDon’t miss your chance to attend the most popular night in the legal industry calendar.

For table bookings:Michelle Chau+852 2815 5988 email: [email protected]

www.albawards.com

Book NoW SPACeS ARe LiMiTedReserve your seat as soon as possible to avoid disappointment

Yes! I want to attend the ALB Hong Kong Law Awards 2009 dinner and presentation ceremony – 18 September 2009

BOOK A TABLE OF TEN AND SAVE OVER US$500 Please reserve table(s) at US$2995 - 1 table seats 10 people Please reserve seat(s) at US$350

name:

Job title:

Company:

Host/Contact name:

Address:

tel: Fax:

email:

For information about attending, please contact Michelle Chau : Tel: (852) 2815 5988 | Fax: (852) 2815 5225 | Email: [email protected]

Fax Back to (852) 2815 5225

http://hk.albawards.legalbusinessonline.com/

*Firms listed in alphabetical order in each jurisdiction

Methodology ►ALB’s Leading Arbitration & Dispute Resolution Law Firms – Asia was a survey conducted among the region’s most senior in-house lawyers and business leaders from 30 April 2009 through to 1 July 2009. ALB sought responses from over 2000 participants and received 613 responses. ALB’s editorial team contacted survey respondents directly through a mixture of telephone calling, emails and face-to-face interviews at ALB’s extensive In-house summits series. Respondents were asked to provide their off-the-record opinions on the leading firms in arbitration and dispute resolution across the region. They were further asked to name the top five firms in each jurisdiction where they, or their company, conduct substantial business. In jurisdictions where international law firms have a presence, respondents were asked to provide both domestic and international firms. Respondents were also asked to name leading practitioners in these areas in each of the firms they selected and say why the law firms should be considered leading law firms for arbitration and dispute resolution. In-house lawyers and business leaders offered their opinions on the condition of anonymity. These rankings exclude commerical litigation.

ChINA (doMeStIC FIRMS) ►Allbright; Fangda; Global Law Office; Haiwen & Partners; Jingtian & Gongcheng;Jun He;

ChINA (INteRNAtIoNAl FIRMS) ►Baker & McKenzie; Clifford Chance; Herbert Smith; Jones Day; Pinsent Masons

hoNg KoNg (doMeStIC FIRMS) ►Deacons; Gall & Lane; Richards Butler in association with Reed Smith; Tanner De Witt; Wilkinson & Grist

hoNg KoNg (INteRNAtIoNAl FIRMS) ►Baker & McKenzie; Barlow Lyde & Gilbert; Clifford Chance; Herbert Smith; Linklaters; Lovells; Mallesons Stephen Jaques

FEATURE | Arbitration & Dispute Resolution rankings >>

SINgApoRe (doMeStIC lAW FIRMS) ►Allen & Gledhill; Allens Arthur Robinson TSMP; Drew & Napier; MPillay; Rajah & Tann; WongPartnership

SINgApoRe (FoReIgN lAW FIRMS) ►DLA Piper; Herbert Smith; Norton Rose; Shearman & Sterling

INdIA: ►Amarchand & Mangaldas; AZB & Partners; Bharucha & Partners; Bhasin & Co; J Sagar Associates; Kachwaha & Partners; Karanjawala & Co; Mulla & Mulla Craigie Blunt & Caroe

MAlAySIA ►Lee Hishammuddin Allen & Gledhill; Shearn Delamore; Shook Lin & Bok; Skrine; Zul Rafique

INdoNeSIA ►Frans Winarta & Partners; KarimSyah; Hiswara Bunjamin & Tandjung; Lubis Santosa & Maulana; Tumbuan Pane

thAIlANd ►Baker & McKenzie; Clifford Chance; Herbert Smith; LS Horizon

VIetNAM ►Allens Arthur Robinson; Baker & McKenzie; DC Law; Freshfields; Russin & Vecchi

38 Asian Legal Business ISSUE 9.8

tAIWAN ►Baker & McKenzie; Formosa Transnational; Jones Day; Lee and Li; Tsar & Tsai

JApAN (doMeStIC lAW FIRMS) ►Anderson Mori & Tomotsune; Nagashima Ohno & Tsunematsu; Nishimura & Asahi; Matsuo & Kosugi; Mori Hamada & Matsumoto

JApAN (INteRNAtIoNAl lAW FIRMS) ►Clifford Chance; Herbert Smith; Lovells; Morrison & Foerster; White & Case

KoReA ►Bae, Kim & Lee; Kim & Chang; Lee & Ko; Hwang Mok & Park; Yoon,Yang, Kim, Shin & Yu

phIlIppINeS ►Accra Law; Quisumbing Torres; Romulo Mabanta; SyCip; Siguion Reyna, Montecillo & Ongsiako

FEATURE | Arbitration & Dispute Resolution rankings >>


2009ALB’s leading Arbitration & Dispute Resolution firms:

In-house lawyers and business leaders from across region cast their votes for the best arbitration & dispute resolution practices in Asia

It’s called alternative dispute resolution, but international arbitration is well and truly in the mainstream. A vital insulation

against the vagaries of unfamiliar legal systems, arbitration is big business, not least for the lawyers who are advising on it. And while one needs to be wary of the ‘warm and fuzzy’ tag sometimes associated with arbitration, this mode of dispute resolution has much to commend it.

But just what constitutes a good arbitration and dispute resolution practice and what makes a good practice a leading one? ALB speaks to leading lawyers and in-house counsel to find out.

The market and the GFCWhile it’s easy to draw a link between macro-economic conditions and certain legal practice areas – capital markets, to take an obvious example – the link with arbitration work is more enigmatic. All lawyers interviewed by ALB warn against oversimplifying the link between the current economic climate and a rise in arbitration work. “When economic difficulties arise you see a rise in commercial litigation,” says John Bishop, head of Pinsent Masons’ China practice. “That is the nature of the legal market but these are generally more recovery related and it is not these disputes that go to arbitration.”

40

FEaTURE | Arbitration & Dispute Resolution rankings >>


“Pallavi Shroff of Amarchand & Mangaldas is one of the most composed, professional and astute litigators i have instructed”

The trend at the moment, he says, is not a meteoric rise in international arbitrations but rather a steady increase owing largely to the long lead time required for arbitrations and the fact that many arise as a result of lengthy periods of non-performance. “It’s not a flood at the moment, but we are witnessing an increase”, he says. “The disputes we are working on do take some time to be prepared, to develop into technical disputes.” But, according to Bishop, there are plenty of disputes in the making around the region. “What we are noticing is that there a lot of disputes bubbling under the surface, but

these have not reached the dispute resolution stage at the moment,” he says. “We predict that this will happen over the next six to eight months.”

Paul Starr, a partner with Mallesons Stephen Jaques in Hong Kong, highlights a number of areas where this trend is already in full swing, saying that it is work in the Gulf region that is keeping him busiest at the moment. “Dubai’s a classic example of where the GFC argument is true,” he says. “This trend has been happening for some time and a number of government and non-government contracts are starting to fall into dispute.” Outside of the Middle East, they are not necessarily going straight to arbitration. Mirroring a trend that is occurring throughout the region,

“the quality we get out of Jun He is always excellent. they have a devoted team who are always accessible and astute. Xiaofeng Zu is up to speed regarding the latest developments and his corporate knowledge is indispensable”

“As an up and coming company engaged in outward investment we never like to see commercial disputes arise, but when they do we are glad to use Global Law Office. they know that we are concerned with growing our business internationally. Xin Xuisong is simply brilliant”

“Accra’s team is very astute, cost-effective and professional. victor lazatin’s tenacious reputation is well known throughout the region”

John Bishop, Pinsent Masons

“nick Gall of Gall & Lane is one of the best names in Hong kong and delivers excellent results every time. Jeff lane is perhaps less talked about but equally as good”



“Haiwen offer strong services here and are always cost-

effective and able to deliver the results we need. they are more

responsive than some of the bigger law firms in the market”

“Steven Chong of Rajah & Tann is very good value every time. He is head and shoulders

above the rest in admiralty work but equally as adept when

it comes to general corporate disputes. it’s hard to find better

in Singapore”

many would-be Asian disputes are being routed to mediation. “Mediation is playing a large part in the disputes happening in Asia particularly in the building, construction and infrastructure sectors.” Similarly in Hong Kong, the recent Civil Justice Reform is bringing mediation more into the picture, with further reforms in the new year expected to make it the first port of call for contentious employment matters.

But while economic fortunes may not be playing a direct role in influencing the levels of international arbitration and mediation it is clear they are nonetheless exerting their influence and this is something that is evidenced in the sometimes vastly different roles being played by lawyers and

their clients. Andrew Aglionby, head of Baker & McKenzie’s international commercial arbitration practice in the Asia-pacific, says the inclement economic environment is causing more clients to look to risk management, to ways they can avoid disputes rather than becoming embroiled in them. “It is true that the economic situation has given rise to business risks and there are of course more to manage,” Aglionby says. “We are receiving a lot of instructions to assess clients’ risks at the moment with a view to reaching negotiated settlements on disputes at an early stage.”

Andrew Aglionby, Baker & McKenzie

“Mallesons Stephen Jaques

have been our lawyers in this area for some

time and they are simply excellent. their knowledge

of markets across the region is vital to our business and they are ably supported by a

professional, knowledgeable team of lawyers in Asia and Australia.

david Bateson, Paul Starr and Chris tung offer great advice”

“Lovells have an excellent offering

here and their practice sits well

with their corporate department. the

calibre of tim Hill’s advice is always high

and his strength is that he keeps you informed at

every step of a matter”


According to David Bateson, a Hong Kong-based partner with Mallesons Stephen Jaques, there is more of a focus on agreements at the front end. Bateson says that this involves structuring investments and contracts so clients can avail themselves of appropriate dispute resolution mechanisms should things take a turn for the worse. “There is an awareness among clients that this is perhaps more important than it used to be and a recognition that now is not the time to be engaging in lengthy disputes due to the costs involved.”

In-house lawyers ALB spoke to agree, in fact insist, that an awareness of the


42

“Herbert Smith are our favoured firm in Asia. no matter where we instruct them there is a continuity of service and pragmatism about their advice. Mark Johnson is excellent for the clarity of his advice and his outstanding knowledge, as are Alastair Henderson and Maurice Burke”

“Sumeet kachwaha of Kachwaha & Partners is a fantastic advocate. His advice is timely and commercially geared and i have no problem in referring anyone who needs dispute work into his care.”

“Justyn Jagger of DLA Piper is brilliant. He possesses all the traits one wants in a dispute resolution lawyer and has a good team under him.”

“Clifford Chance are simply top-tier in this area. Our team likes that they have our bases covered at both the front and back end of deals and in markets where dispute resolution frameworks are a little hazy. it’s helpful to have counsel who believe in what your company does and we have found Martin rogers and Brian Gilchrist to fit into this category”



Leading litigation, dispute resolution and arbitration across Asia

Our team has grown over the past year so we thought you might like to put faces to the names in our leading litigation, dispute resolution and arbitration practice in Asia – including Nish Shetty, who will lead our newest practice in Singapore and south east Asia from early August, and Donna Wacker, our most recent promotion to the partnership, who will lead our insolvency practice and, alongside Martin Rogers and James Wadham, co-lead our regulatory practice.

Congratulations to Lisa Chen, Cameron Hassall and Audrey Shum on their promotions to Consultant. In their new roles, they will help us grow our market leading regulatory; arbitration, energy and projects; intellectual property and Mainland China practices respectively.

To help you find winning solutions in difficult situations, contact any of the team at their emails above.

Clifford C

hance

www.cliffordchance.com

Martin RogersPartner and Head of Asia Litigationand Dispute [email protected]

Ling HoPartner and Co-head of Hong Kong and Mainland [email protected]

Donna WackerPartner, Hong [email protected]

Lisa ChenConsultant, Hong Kong and Mainland [email protected]

Elaine ChenPartner, Hong [email protected]

Jim JamisonPartner, [email protected]

James WadhamPartner, Hong [email protected]

Cameron HassallConsultant, Hong [email protected]

Brian GilchristPartner, Hong [email protected]

Nish ShettyPartner and Head of South East [email protected]

Audrey ShumConsultant, Hong Kong and Mainland [email protected]

http://www.cliffordchance.com

44



need to avoid disputes is now one of the most important criteria in the selection of external counsel in the area. “Most disputes can be avoided,” said the general counsel of one of Asia’s largest real estate companies. “What we want from external counsel here is someone with foresight who can look after us at the front end of transactions to avoid a situation down the track where we are caught up in lengthy disputes.”

What in-house lawyers wantBut some disputes just can’t be avoided. In these situations, in-house lawyers ALB interviewed are clear what they want from their external counsel, and to some extent their demands in this area of practice are no different to any other. Timeliness, cost-effective advice and a commercial understanding of their businesses are all cited as the most important factor determining choice of outside counsel.

tOP CriteriA FOr CHOOSinG OutSide COunSel ►

23%

12%

14%

21%

30%

HOW OFten dO yOu uSe tHe SAMe lAWyer/FirM FOr yOur ►diSPuteS WOrk?

21%

17%

23%

8%

15%

16%

“What I look for in arbitration & dispute resolution lawyers probably isn’t all that different from what I look for in general commercial lawyers,” said the regional general counsel at a US-based investment bank. “A commercial understanding of our business and how any particular dispute will affect that is critical, as is cost-effectiveness. Where disputes can drag on for years I either want a fixed-fee arrangement in place or a

Individual reputation

Never

Less than 50% of the time

Less than 20% of the time

All of the time

More than 50% of the time

More than 20% of the time

Track record

International reach

Commercial understanding of business

Cost-effectiveness

http://www.law.monash.edu



internAtiOnAl v dOMeStiC FirMS: ►WHiCH dOeS yOur COMPAny uSe MOre OFten?

72%

28%

guarantee that costs can be controlled and won’t blow out.”

Surprisingly, a high number of in-house lawyers cited the reputation of individual practitioners rather than the reputation of the law firm itself as being a more important factor in deciding who they give their disputes work to. “Whenever advocacy is involved I think it’s fair to say that we look more to leading lawyers rather than leading firms,” says the chief at

Domestic firms

International firms

To order:www.yipmag.com.au/subscription/magazinephone: +61 2 8437 4731 fax: +61 2 9439 4599email: [email protected]

*Price includes delivery. All subscriptions will not be fulfilled until the subscription fee is paid in full. This form is a tax invoice when complete. ABN 74 096 504 308

For payments made with American Express and Diners a 4% processing fee will be added to the final invoice.

12 issues

NOW ONly

us$113

12 issues of Your Investment Property for only US$113.00payment details:

total payment: $

pay now by credit card

card type visa mastercard diners amex (amex four digit pin: _ _ _ _ )

card number: expiry date:

name on card:

signature:

tel: fax: email:

recipient’s name (if different from name on card):

delivery address:

postcode:

YIP-

ALB

9.8

http://www.yipmag.com.au/subscription/magazine

46



riSe OF ASiAn ArBitrAtiOn: internAtiOnAl CASeS reCeived By MAin CentreS ►Arbitral Institution Yr 2005 Yr 2006 Yr 2007 Yr 2008

ICC 521 593 599 663

CIETAC(China) 427 442 429 548

SIAC(Singapore) 45 65 70 71

BAC(China) 53 53 37 59

KCAB(SouthKorea) 53 47 59 47

JCAA(Japan) 9 11 15 12

KLRCA(Malaysia) 7 1 2 8

PDRC(Philippines) 0 1 1 0

VIAC(Vietnam) 22 23 21 -

HKIAC(China) 281 394 448 602

Source: Singapore International Arbitration Centre

the operating office of a Hong Kong-based funds company. “It is these lawyers who have a track-record for achieving the best results and that weighs heavily in our decision-making process.” But as much as it’s a particular partner’s track record that counts, in-house lawyers are also looking for their external lawyers’ disputes practice to have depth, and in some cases international reach.

“We want our external firm to have

lots of strength on the bench,” says a legal counsel at a Korean-based conglomerate. “From the junior lawyers who will be doing the research and drafting to senior advocates, we need uniformity of quality from the bottom up. We know most of the grunt work will be done not by the partners who we approach, but by their team, so this key, I would say that a partner, even if he or she is the most highly credentialed litigator or dispute

“karen Mills of KarimSyah is excellent. unlike some attorneys in the country, she knows indonesia inside out and more importantly, she knows how we do business – this is crucial in resolving our disputes”

“Anderson Mori & Tomotsune’s team is well-rounded and commercially minded. it’s refreshing to find a disputes team that focuses on negotiating problems as well as advocacy. My experiences with yoshimasa Furuta have always been excellent”

http://www.andersonmoritomotsune.com



resolution lawyer in Asia, is only as good as his or her team.”

Similarly, a firm’s international reach is as important. Even a cursory glance at our list of leading arbitration & dispute resolution law firms will reveal that it is dominated by international law firms such as Baker & McKenzie, Clifford Chance, Herbert Smith and the like. It is these firms, say in-house lawyers, that are able to add value to disputes work that is sometimes beyond the ability of smaller firms. “When we use international firms for disputes it is often because they can leverage their network globally in terms of providing access to local knowledge and reliable resources in tricky markets,” said the same in-house counsel. “We have a global business so we need to use a global law firm.”

A trite statement perhaps, but one which, it seems, is being echoed across the market.

But other in-house lawyers disagree, saying that while international firms may offer global reach there is often

“SyCip’s dispute resolution skills put them among the

top firms in the area in the Philippines. Commercially-

minded and pragmatic in their advice, emmanuel lombos is

one of those attorneys who will fight for the best outcome”

“Mori Hamada & Matsumoto’s work is

always high-quality and full of foresight. they try to solve

current problems as well as letting us know what they feel

our future liabilities may be”

Firm Profile SyCip Salazar Hernandez & Gatmaitan


Challenges facing arbitration practice in the Philippines

The Alternative Dispute Resolution Act of 2004 (ADR Act) sought to promote alternative dispute resolution in the Philippines. After five years,

the Firm has seen a steady rise in the use of arbitration, but arbitration is still far from being fully established as a dispute resolution mechanism. Foreign clients will need help in navigating local laws on arbitration.

The ADR ActThe ADR Act provides for three distinct legal frameworks for international commercial arbitration (ICA), domestic arbitration, and arbitration of construction disputes. ICA is to be primarily governed by the 1985 UNCITRAL Model Law on International Commercial Arbitration. Domestic arbitration is to continue to be governed by the 1953 Philippine Arbitration Law, although the ADR Act made applicable specific UNCITRAL Model Law provisions such as Article 8 (on arbitration agreement) and Article 12 (on grounds for challenge of an arbitrator). Arbitration of construction disputes shall also continue to be governed by the 1985 Construction Industry Arbitration (“CIAC”) Law, with improvements

from the ADR Act such as provisions on the authority of the arbitrator to act as mediator, and on the appointment of foreign arbitrator.

ChallengesParties to an arbitration agreement will have to contend with a number of considerations.

Arbitration agreements will need to be drafted properly to consider local laws on arbitration. Foreign clients would be well advised to have “standard” arbitration clauses reviewed by local counsel to ensure validity and enforceability.

The ADR Act has provoked confusion because it does not codify existing arbitration laws, but instead makes reference to them. Also, the ADR Act provides that certain applications shall be in accordance with Rules of Procedure which, to date, the Supreme Court has not promulgated. In the Firm’s experience, the differences in the rules on the enforcement of domestic and foreign arbitral awards have prompted adverse parties to complicate enforcement efforts by questioning whether the award is domestic or foreign. Moreover, the absence of Rules of Procedure has allowed adverse parties to insist, for delay, that enforcement should

proceed as an ordinary complaint (instead of a mere motion). For construction disputes, the CIAC has insisted on its original and exclusive jurisdiction over a construction dispute submitted to it, even if the parties had expressly agreed on a different set of arbitration rules.

Looking ForwardThe ADR Act provided a much needed impetus to spur arbitration in the Philippines. However, there is a need to resolve implementation issues to make arbitration a truly viable alternative to litigation. With the Supreme Court in its final stages of review of the Rules of Procedure on arbitration, it is certain that challenges facing arbitration practice in the Philippines will be addressed, and eventually overcome.

Ricardo Ma. P.G. Ongkiko Executive Committee Member Partner, Litigation Department SyCip Salazar Hernandez & Gatmaitan SSHG Law Centre 105 Paseo de Roxas, Makati City, Philippines Phone: + 63 2 817 98 11 to 20 Fax: +63 2 817 38 96; 817 31 45 Email: [email protected]

48



survey of in-house lawyers, disputes work across the region is very much up for grabs, with external lawyers being called on to prove their own worth and that of their firm.

“Disputes are a results game and more often than not we will continue to instruct lawyers based on how successful they are in achieving the results we are after,” says the CEO of a China-based manufacturer.

But the CEO adds that external lawyers who can “add value” are more likely to get repeat work from his company. “We like firms who can cross-sell their firms’ offerings, who can give us a post-game show that illustrates how this dispute highlights possible deficiencies in how we liaise with our contractors, suppliers or producers,” he says. “We want our outside lawyers to demonstrate to us that they know disputes don’t begin and end in a court room.” ALB

“Bae, Kim & Lee’s team is excellent. Junpil Bang is one of the more seasoned disputes lawyers in Seoul and his skills are excellent”

little or no qualitative difference between their dispute resolution capabilities and those offered by smaller, domestic law firms. “Smaller law firms are just as good across the region,” says the general counsel of an Asian-based shipping company, singling out KarimSyah in Indonesia, Zul Rafique & partners in Malaysia and Haiwen & Partners in China for special mention. “Their lawyers are just as knowledgeable on international arbitration matters, know the rules inside out, are much more competitive on fees and more willing to be flexible.”

Flexibility, not only in terms of billing, but overall management of disputes was yet another key factor in determining which firms are chosen by in-house lawyers for disputes advice. But even if they tick all the boxes on these issues, this doesn’t guarantee repeat work. Rather, and as is demonstrated by our extensive

“Cecil Abraham of Zul Rafique is one of the best, if not the best, practitioners and arbitrators in Malaysia. His advice is always richly grounded in commercial and

market knowledge”

“yong Suk yoon and his team at Lee & Ko are excellent. As an international counsel with little knowledge of the korean market yoon brought me

and my team up to speed excellently. i would not go to any other firm in the future”

“We use Baker & McKenzie for all our work in these areas across Asia and there is a good reason for it. Andrew Aglionby, is excellent in construction, and Andrew lucas is well across all the commercial impacts of dispute resolution”



http://www.leeko.com

50

FEaTURE | commercial litigation >>


Commercial litigation in Asia has, rightly or wrongly, become something of a risky proposition. Unreliable,

unpredictable judicial systems, courts which are known more for their delays rather than results and the ever-present spectre of bias and government interference in the judicial process have all contributed to the unpopularity of commercial litigation as a method of dispute resolution.

Unreliable and unpredictableAccording to lawyers ALB interviewed, the bad name that commercial litigation has in Asia is all of its own making. Andrew Aglionby, head of Baker & McKenzie’s international commercial arbitration practice in the Asia-Pacific says that a number of factors need to be addressed by governments in the region if litigation is to shed this tag.

“There are several countries in Asia where we would recommend caution in commercial litigation to our clients,” he says. “Indonesia, China – especially outside Beijing and Shanghai, the Philippines and Vietnam are all places where commercial litigation can be affected by developing court systems and inexperienced judiciary. In my experience it can sometimes take as long as a decade to get through a commercial dispute in these places.”

John Bishop, head of Pinsent Masons’ China operations agrees

Commercial litigation: the rejected remedy?Commercial litigation may be the last resort for the resolution of commercial disputes but in Asia it remains a remedy to be avoided. But regulatory changes in the pipeline across the region may see this change. ALB investigates

with unreliability being in the list. “One of the biggest concerns whenever you commence commercial litigation proceedings is that of impartiality – you need to be assured that no external factors will affect your matter. The other is whether any judgments received will be enforceable. When litigating in various jurisdictions in Asia, both of these may sometimes be questionable assumptions.”

Changes in the windThe question marks over the effectiveness of commercial arbitration in the region have in no small way contributed to the increasing popularity of international commercial arbitration (ICA). And while all lawyers ALB interviewed agreed that ICA has now superseded commercial litigation as the region’s most favoured means of dispute resolution, they caution against writing it off as completely moribund, saying the regulatory changes in a number of Asian jurisdictions may well re-invigorate it.

“Arbitration will probably always remain preferable to litigation,” says Paul Starr, a Hong Kong-based partner with Mallesons Stephen Jaques. “Procedurally there are question marks all over commercial litigation, non-speciality of judges as opposed to arbitrators not to mention, in some regimes, impartiality. But in Hong Kong at least the civil justice reforms should have a positive impact.”

The civil justice reforms that Starr refers to came into force earlier this year and were seen as a watershed event for the Hong Kong legal system. At its core, the reforms seek to effect a change in attitudes to litigation by creating a more efficient procedural system that reduces delays and expense, and enables parties to achieve just resolutions of their disputes. Intrinsic in this process is greater involvement for the courts in case management – courts are now obliged to play a more active role in, inter alia,

timetable directions, convening case management conferences and being more proactive in terms of encouraging the parties to reach settlement.

“The changes should bring commercial litigation back to a more manageable and streamlined format but we will have to wait and see if they will be effective. The important thing is they are a step in the right direction.”

So too are changes to litigation practice in mainland China, where lawyers say the country’s litigation procedures are undergoing a “silent revolution”. In March 2008, the Supreme People’s Court (SPC) promulgated regulations which expanded the jurisdiction of the lower people’s courts over civil trials of the first instance by 85%. This was followed by an SPC explanatory note on the practical implications of the new regulations – the first time it has provided guidance on the country’s retrial system.

“The legislative aim of the retrial reform is to liberalise the retrial process and change retrial procedures from an internal administrative investigation to an open and transparent litigation process,” Jiang Yong, a partner and director at Chinese firm Tiantong tells ALB.

The result of the retrial reform, says Yong, is a decided increase in the amount of work for lawyers in litigation in China. “As retrials become more procedure-oriented and normalised as part of the quasi-three-tiered court system, lawyers will garner an increasingly larger share of a litigator’s practice.” But, as always, this does not come without its traps for litigation lawyers.

“Parties to disputes in China must assess the risks of litigation, understand their rights under the amended retrial system, and take appropriate precautionary measures,” says Yong. “As retrials now take place at the higher levels of the court system, practitioners involved in retrying cases must possess the expertise to deal with complex issues involved.”

FEaTURE | commercial litigation >>


http://www.fadvlit.com

52

IN-hOUsE pERspECTIvE >>


As Procter & Gamble’s general counsel for Asia and Greater China, Michael Qiu is managing more than 30 in-house lawyers across 14 Asia markets from his Guangzhou office

P&G: in the spirit of the law

Back in 1994, giving up career opportunities in well-established international firms in the US and Hong

Kong, such as Baker & McKenzie and Deacons, to join a newly established foreign invested company in China was probably considered as a bold move. But that move has led Michael Qiu to where he is today – Procter & Gamble’s general counsel for Asia and Greater China.

When Qiu first joined Procter & Gamble, he was the first in-house counsel for the company’s China operation and was one of the first in-house legal professionals in China. Over the past 15 years, he has built up a strong in-house legal group in China, which won Foreign Company In-house Team of the Year at the 2009 ALB China Law Awards.

Having just celebrated its 20th year in China in 2008, P&G is now into its third decade in the country. Greater China (including Hong Kong and Taiwan) currently ranks number two in sales volume amongst all of P&G’s regional markets worldwide, and among top five in sales value.

Qiu’s promotion to the Asia leadership in 2006 is a clear recognition of his

“The Asia team constantly exchanges know-how and information with legal teams in other part of the world,” says Qiu. “When a new issue arises that the Asia team has never dealt with before, we can usually leverage the expertise and experience of other teams that have handled similar issues, and vice versa.”

At P&G, there is also a list of preferred external legal advisors around the world, which Qiu often refers to when he needs extra manpower or expertise to handle certain matters in the region.

Striving for quality Product safety and quality is the lifeline of a consumer products company. Qiu attributes P&G’s success in the past 172 years to its “zero compromise” philosophy on quality and compliance, and its rule of law to ensure the philosophy is properly enforced and executed.

“The in-house legal department holds an important role on the board and among senior management, and general counsel has a critical voice during decision-making processes,” Qiu says. “The company believes that a failure of corporate governance will inevitably result in the collapse of a giant corporation, like Enron for example.”

One of the main responsibilities of the legal team is to provide strategic and innovative legal solutions to help the company achieve its business goals. To make sure the in-house legal team deliver quality, effective and value-added services to internal clients, such as the marketing, sales, finance, purchasing or human resources departments, Qiu encourages each in-house counsel to specialise in one area of the law and have a focus on a particular business operation.

“A good in-house counsel has got to know his client’s business well before he becomes a trusted business partner of the client,” says Qiu. As P&G has more

contribution to the success of the business and the importance of the Greater China market.

Embracing globalisation P&G has on-the-ground operations in 14 markets in Asia, including mainland China, Hong Kong, Taiwan, Japan, Korea, India, Australia, New Zealand, Singapore, Philippines, Thailand, Malaysia, Indonesia and Vietnam. In each of these markets, P&G retains in-house legal counsel with local expertise and experience. Managing a team of more than 30 in-house lawyers across so many jurisdictions requires a leadership that is capable of transcending cultural, linguistic and geographical boundaries and adaptable to the different business and legal environment and risk profiles.

Having been at the helm for three years, Qiu clearly takes his challenging job in stride. “My responsibilities as the Asia general counsel are mainly at the managerial level, such as strategic planning and envisioning, budgeting and management of staff,” he says. “I rely on competent local in-house lawyers to guide the company through various legal and regulatory challenges and assist with growth strategies in different countries.”

Qiu also makes good use of the technology available to work with his team in Asia. Most of the communication takes place by phone, video conference or via e-mail and Qui ensures he stays in regular contact with his team. His goal is to proactively manage legal risks and provide the first-class legal services to the company on both business development and organisation building.

Meanwhile, an established information and knowledge sharing system within P&G ensures the Asia team is an integral part of the group’s global legal team and is continuously broadening its expertise and improving its services.

COMPAny PrOFile ►Organisation: Procter & Gamble

industry: Consumer goods

legal counsel: Michael qiu

title: General Counsel – Asia and Greater China

total legal capability: 14 (China)

total number of employees: 7,000+ (China)

Operations in China: P&G established its first mainland joint venture in Guangzhou in 1988. It now has one technical centre in Beijing, three sales offices in Beijing, Shanghai, Chengdu and seven plants in Guangzhou, Beijing, Shanghai, Chengdu and Tianjin, with an accumulative investment of over US$1bn in the country.


53www.asianlegalonline.com

Michael qiu, P&G

54



than 20 brands in China, and their business and marketing strategies vary widely, it’s a sensible approach for each in-house counsel to focus on one or two units of the business. “Specialisation enables the in-house team to maintain a high level of expertise in a wide range of areas and offer our clients the best expert advice.”

Meanwhile, compliance is another important part of the in-house legal function. “We need to proactively ensure all P&G’s operations are in full compliance with all applicable laws and regulations, not only locally but also globally. It is a major challenge, given that China has an extremely fast-changing and intricate legal and regulatory environment.”

To overcome this challenge and keep legal risks to a minimum, Qiu and his team have taken on an additional role: providing legal training to everyone from management to sales representatives to front-line workers, covering areas including product quality law, employment law, contract law, advertisement law and antitrust and unfair competition law.

Since the beginning of this year, Qiu and his team have provided five lectures concerning anti-trust and unfair competition issues to more than 1000 employees in five different cities. “Providing legal training and taking actions to prevent risks from occurring costs money,” says Qiu. “However, the long-term benefits to the company will be enormous. No matter how the external environment changes, the legal team will continue to prioritise compliance, mitigating legal risks and supporting the business.”

A winning teamSince the inception of the China legal team 15 years ago, its capacity and capability has grown steadily. Now the team comprises 14 lawyers, including a small group of IPR lawyers, and is assisted by five supporting staff.

The past year has been an important development period for P&G in China. The legal team has assisted the company’s business development, defended it in legal challenges and protected its IP rights from infringements.

These are some of the highlights of the firm’s work, projects or matters completed in 2008:

• successful integration of Gillette and Wella business in China following the global business acquisition

• provided legal support for the restructure of P&G China and its affiliated legal entities, ensuring it is an essential part of the global operation

• developed and deployed a holistic compliance program of Foreign Corrupt Practice Act and Antitrust and institutionalised legal training in China

• took the lead in lobby and making legislative changes in the interests of consumers, industry and economy, especially for Chinese Labor Contract Law in 2008

• managed and won more than 80% of major legal cases in China

• leveraged its holistic IP strategies and protection in gaining competitive advantages in competition and reducing counterfeits and IP infringement

• deployed and implemented the P&G Global Attorney Development System to build capability and develop junior counselsAnother factor contributing to the

team’s success is its in-depth local expertise and knowledge of the market and the legal system, which enables it to identify and engage the leading legal practitioners in specialised areas and achieve cost-effective solutions to legal issues. Most of the time, the team will work with local law firms.

“We’ll engage external counsel in accordance with our specific needs,” says Qiu. External counsel is engaged mostly for complicated transactions, dispute resolution, employment, environment matters and other work that requires specialist technical expertise and resources. “To work out a best possible solution, many issues need to be considered with the market conditions and understood within a local context,” says Qui. “The in-house legal team, in partnership with external legal experts, can deliver and meet all the business needs.”

As the largest consumer product company in China, P&G is optimistic about its long-term growth prospects. It plans to expand its investments and R&D facilities in China and Qiu aims to lead his team in going from strength to strength to help the company achieve even greater success. ALB

MiCHAel qiu’S BiO ►education:

1985 obtainedBachelor’sDegreeinEconomicsfromUniversityofInternationalBusiness&Economics,Beijing;servedaschairmanofStudents’Union(82-85)andwasawardedExcellentStudentandOutstandingStudentLeader.

From 1986 to 1990 studiedLawatUniversityofIllinoisandUniversityofHawaiiandobtainedthedegreesofMasterofLawandJurisDoctor;receivedAsiaPacificScholarshipandDean’sAward.

Work history:

From 1990 to 1994practisedlawwithwell-knowninternationallawfirmsinChicagoandHonolulu.

From 1995 to nowjoinedP&GinJanuary1995asChiefLegalCounselinHongKong;workedasSeniorLegalCounselatP&GGlobalLegalDivisioninCincinnati;LegalDirectorforP&GGreaterChina;andcurrentlyasGeneralCounsel-P&GAsiaPacific.

“Providing legal training and taking actions to prevent risks from occuring costs money. However, the long-term benefits to the company will be enormous.”

Michael Qiu, P&G

FROM IMAGINATIONTO IMPLEMENTATION.

Client needs are changing. Can you implement your ideas to keep up? The world’s

leading law firms have turned to industry-standard software like Elite® 3E™ for the

flexibility to leverage strengths, improve processes, and boost profitability. With

more than 60 years’ experience, Elite has the proven expertise to make it happen

for you.

Call +852 2147 3201 or email [email protected] to learn how 3E

can make your ideas a reality.

© 2009 Thomson Reuters L-352152/7-09

L-352152_SzA.qxd:Layout 1 7/7/09 2:34 PM Page 1

http://www.thomsonreuters.com

56 Asian Legal Business iSSUe 9.8

Mining prosperityIndonesIa 09

alB spECIal REpORT | Indonesia 09 >>


sorely missing over the past three years. The result is an economy and a country in a much better position than most to tackle the difficulties presented by the global financial crisis head on and capitalise on its opportunities. Indonesia’s brigade of nearly 8,000 fiercely parochial lawyers share this optimism. As Melli Darsa, the founding partner at the Indonesian law firm that bears her name says: “Every area in Indonesia is an area of growth for lawyers.”

Natural resourcesIt should come as no surprise that the sectors driving the Indonesian economy remain energy & resources; after all the country is among the world’s top three exporters of coal, natural gas, crude palm oil and natural rubber, and home to the world’s largest gold mine and second-largest copper mine. And even despite a global downturn that has dented demand for its exports, the outlook is good. With economic expansion of 3% to 4%, it is likely to be the only major Asian country outside India and China to register positive growth this year.

“The financial crisis has hit Indonesia, but not as badly as it has in other countries in the region,” says Darsa. “Things have remained strong, energy & resources continue to be active, clients are still looking to execute strategic M&A, and banks have not retreated completely – they are still active, perhaps more so than in other jurisdictions in Asia.” While this may be the case, there is no denying that dealflow is down from the stratospheric levels experienced in 2006 and 2007.

But it is the prospects of recovery

that are most exciting for the nation’s lawyers, according to Justin Patrick, a foreign legal counsel with Mochtar Karuwin Komar (MKK). “Natural resources continue to be robust across the board, although things have been affected by the financial crisis,” he says. “But over the next 12 months the market will positively affected by various factors, including continuation of electrification programs, clarification of the 2009 Mining Law through implementing regulations and the government’s commitment to new infrastructure spending.”

Patrick goes on to note that there is also a very different mix of clients seeking instructions on entering Indonesia. “We have seen different types of parties coming into the sector or looking to participate,” he says. “Indian and Chinese clients continue to be active in terms of looking to Indonesia for resources, while other international clients are actively seeking out strategic investments in either natural resources or the service industries associated with natural resources.”

With a different mix of clients comes changes in the roles the nation’s lawyers are playing. According to Tjahjadi Bunjamin, a partner with Hiswara Bunjamin & Tandjung (HBT) lawyers are playing a more active hand in getting parties together to do deals. “We are being called on to do different things at the moment,” Bunjamin says. “Because the global financial crisis has widened margins and increased the price of targets, we have to be more innovative when it comes to structuring deals and linking sponsors and financiers with our clients. I would say we are now more deal managers than

Resources and law reform are driving the Indonesian legal market and attracting investment from around Asia and the rest of the world


There is no denying that Indonesia faces some tough challenges in the years ahead. From the ever present threat of terrorism and

ethnic unrest to rising inflation and a drop in demand for its exports caused by global financial crisis, the archipelago faces sterner tests than many of its south-east Asian neighbours. But even so, these should not obscure an important emerging reality: Indonesia is fast becoming the political and economic success story of South East Asia, so much so that economists and market analysts have seen fit to draw macroeconomic comparisons between it and the roaring BRIC economies of India and China.

Though in many ways, Indonesia has more to look forward to than these two countries. Over the next two years its workforce is predicted to grow faster. Its economy, too, will expand at a rate quicker than any other in the region, and the recent landslide re-election of President Susilo Bambang Yudhoyono will offer a clarity of vision (not to mention a vital boost to infrastructure and project spending) that has been

58



we ever have been in the past.” The changed role being played by lawyers is also a function of the uncertainties that exist in certain areas of the law. “We are also handling an increasing amount of advisory work and anticipate that this will continue, especially in new areas, such as the recently issued anti-monopoly laws and the currently pending mining regulations,” says MKK’s Patrick.”

Mining prosperityThe mining regulations Patrick speaks of not only create uncertainty but have also divided foreign investors. Until recently, Indonesia had not seen a major mining contract since 2000, a spell only broken by the iron sands project in Yogyakarta by Australian company Indo Mines Limited. The new mining bill aims to break this trend and increase inbound deals by strengthening the government’s control over contracts. But there has been much debate as to whether the reforms will either lure or repel foreign investors. The bill will dispose of an old Contract of Work (CoW) – a government-granted contract that gave the deal parties control over the agreements – and replace it with a licence system, which instead gives the government control.

“As far as foreign investors are concerned, [the disposal of CoWs] has them divided into two camps,” says Luke Devine, foreign legal consultant at Hadiputranto, Hadinoto & Partners. He cites major mining houses and junior explorers as the two divided groups.

“The major mining houses have demanded that the old CoW system must be retained, as … it gives the investors the certainty they need in order to spend the billions required to develop these large-scale mining projects.” The new system hands control of agreements to the government, Devine says, not the deal parties, to make deal amendments. “The mining houses have stated that they would be reluctant to invest in mining projects without legal and regulatory certainty that the CoW system provided them. The investment from these foreign majors may decline in respect of new projects,” he says.

On the other hand, junior and mid-

indOneSiA’S lArGeSt FirMS ►Rank

FirmnameTotallawyers&partners Managingpartner

Totallawyers

Totalpartners

Offices

1 Hadiputranto,Hadinoto&Partners* 64 Multiple 49 15

1

2 LubisGanieSurowidjojo 60 MohamedIdwanGanie 55 5 1

3 AliBudiardjo,Nugroho,Reksodiputro 54 NugrohoWisnumurti 38 16

2

4 Makarim&TairaS 47 RahayuningsihHoed 40 7 1

5 SoewitoSuhardimanEddymurthyKardono 47 Multiple 35 12 1

6 Soemadipradja&Taher 46 Multiple 41 5 1

7 SoebagjoJatimDjarot 41 NoorMeurling 33 8 1

8 HiswaraBunjamin&Tandjung 40 SantiDarmawan 33 7

1

9 HanafiahPonggawa&Partners 33 FabianBuddyPascoal 26 7 2

10 MelliDarsa&Co 28 MelliDarsa 23 5 1

*Baker & McKenzie affiliate

59



tier explorers will be more welcoming of the new licence system, as it gives ownership rights not allowed under the old law.

“Allowing direct foreign share ownership in these projects … will make it easier for foreigners and foreign capital markets to invest in mining projects with the required ownership certainty,” says Devine. “The new mining law will be welcomed for the added certainty in this respect.”

Another potential problem for investors is the ongoing debate as to whether the holders of existing CoWs will have to give them up under the new law, which could impact on the number of future investments.

“The termination of existing contracts … may have significant adverse consequences for investor confidence in Indonesia’s regulatory system,” says Devine. “There are

concerns that this will have broader ramifications for foreign investment in Indonesia, and not only in the mining sector, as it gives a clear signal to investors as to the attitude of the Indonesian Parliament to honouring the terms of existing contracts. These contracts were approved by the Indonesian Parliament at the time of their initial signing. If the effect of the new mining law is to cut their term short, it will again put the spotlight on Indonesia’s regulatory uncertainty.”

However, the changes would also mean more work for lawyers, as they would now have to traverse through central, provincial and regional government regulations, Devine adds. “Although the legal work involved in the often complex contractual structuring around the current form of domestic concessions will cease, additional legal work will come from having to work through the myriad of … regulations that will apply to these mining projects, rather than [as is currently the case for the foreign investment mining projects]

Luke Devine, Hadiputranto,

Hadinoto & Partners

simply reviewing the terms of the signed CoW.”

The Islamic finance questionPerhaps ironically, given the fact that the country is home to the largest population of Muslims of any nation on the planet is the fact that sharia-compliant banking instruments have not yet taken off in Indonesia. Whereas in Malaysia 13% of all banking assets are sharia-compliant (interest, or usury, is forbidden in Islam, so structured finance vehicles such as sukuk ijarahs in which ‘usufruct’, or beneficial ownership of an asset, is transferred to a holding company or special purpose vehicle), in Indonesia the figure is just 2%. While much of the gap can be explained by Malaysia’s aggressive promotion of Islamic financing in an attempt to woo investment from cash-rich Gulf states and to a lesser extent Singapore, a further explanation can be found in the differing legal structures and legacies of Malaysia and Indonesia. Whereas

http://www.lsmlaw.co.id

60



make sound commercial sense to do so – say, to tap promising funds markets.

Melli Darsa agrees, saying that while the Islamic finance market could potentially be a lucrative one for lawyers, there is still not the necessary level of expertise to deal with the often complex structuring that is required. “The questions being asked a lot at the moment is ‘How do we adopt Islamic finance in Indonesia? Do we follow a Malaysian model, which is more innovative and less conservative or go down the same path as the Middle East?’ I would say that this is the incorrect approach because Islamic finance is such a niche area and I am not convinced that there is either the expertise or the experience in the legal market to deal with it.”

Rather, says Darsa, an approach which looks to implement Islamic finance as it applies in the Indonesia

Malaysia inherited a tradition of British common law, with commercial statutes that are much more flexible at accommodating innovative transactions, Indonesia’s Dutch civil law legacy is still playing catch-up.

“In Islamic finance structures you need an asset to serve as the base for the transaction,” explains Bunjamin. “Normally you sell the beneficial right over the asset, but at the moment the tax authority does not recognise the difference between beneficial ownership and legal ownership. Because there has not been any special ruling on sharia law structures, the tax authorities still count this sale as subject to VAT”.

Ultimately, he cautions, sukuk ijarahs and other Islamic financial instruments must be looked at with the cool detachment of the balance sheet, and only implemented where they

context may be the way forward. “We cannot simply copy someone else’s approach. What we need to find are the synergies, and then ‘Indonesianise’ the whole process. If you look at the skills and know-how we now have in other areas – financing for example – it is clear that this is the only way that Islamic finance will kick off in Indonesia in any meaningful way.”

To be sure, the Central Bank of Indonesia has already raised the possibility of pursuing such an approach. “We have to see the Islamic instrument not from a narrow-based religious approach, but from a wider approach of how to accelerate the growth and development of Indonesia,” says Dr Muhammad Syafii Antonio, a member of the bank’s expert committee.

Lawyers may be hoping this happens sooner rather than later. The latest projections indicate that developing a framework for a sharia-compliant market could result in a 100% increase in Islamic investment

Tjahjadi Bunjamin, Hiswara Bunjamin

& Tandjung

Melli Darsa, Melli Darsa & Co


Firm Profile Mochtar Karuwin Komar indonesia’s directorate general of Civil Aviation

issues ideRA Staff instruction

In July, Indonesia’s Directorate General of Civil Aviation (DGCA) issued a staff instruction (Staff Instruction) in respect of Irrevocable Deregistration and Export Request

Authorization (IDERA). The Staff Instruction follows the first regulations (Recent Regulation) – issued by the Minister of Transportation in June – that implement Law No. 1 of 2009 on Aviation (the 2009 Aviation Law). The Recent Regulation and Staff Instruction are generally consistent with the Convention on International Interests in Mobile Equipment and Protocol thereto on Matters Specific to Aircraft Equipment, also known as the Cape Town Convention (CTC), which Indonesia ratified in February 2007, with effect as of July 1, 2007. Like the 2009 Aviation Law, the Staff Instruction and Recent Regulation are additional steps towards providing more certainty for creditors and, consequently, encouraging better financing options for aircraft operators in Indonesia.

The Staff Instruction establishes the procedures for the IDERA recordation system, as contemplated by the CTC, the 2009

Aviation Law and the Recent Regulation. Recordation of IDERA is important because the CTC specifies that a “Contracting State,” such as Indonesia, must honor a creditor’s deregistration request if, among other things, it is properly submitted under a recorded IDERA. According to the Staff Instruction, a submission for IDERA recordation requires: (1) an original dual-language (Bahasa Indonesia and English) IDERA (a mandatory form of which is appended to the Staff Instruction), (2) a copy of the aircraft’s certificate of registration, and (3) a copy of the agreement creating the “international interest” under the CTC (i.e., leasing agreement, security agreement or title reservation agreement, as applicable). The Staff Instruction provides that, if all such requirements are fulfilled, the DGCA will sign and record the IDERA. Prior to the issuance of the Staff Instruction, a DGCA official would acknowledge receipt of an IDERA, typically by signing the transmittal letter enclosing it, but such acknowledgment would not be considered recordation as contemplated by the CTC.

It may remain customary, however, for creditors to require that a lessee/borrower also provide a deregistration and export power of attorney, the terms of which (if governed by Indonesian law) waive the provisions of the Indonesian Civil Code under which powers of attorney may be cancelled by the grantor at will. In contrast, the 2009 Aviation Law (consistent with the CTC), explicitly provides that an IDERA can only be revoked at the request of, or with the consent of, the “Authorized Party” (e.g., the creditor) and that IDERA do not terminate upon the insolvency of the grantor.

Enny P Widhya is a partner of Mochtar Karuwin Komar (MKK) specializing in the corporate sector, with a special focus on aircraft financing. She can be contacted at [email protected]. Justin M Patrick is a foreign legal advisor of MKK with experience in finance, structured finance, capital markets and other corporate matters. He works closely with MKK’s specialists in aviation, natural resources, commodities and projects and can be contacted at [email protected]. Mochtar Karuwin Komar, Jakarta, Indonesia Phone: 62 21 571 1130, Fax: 62 21 571 1162, 570 1686 Email: [email protected]

61



The same is true of MKK’s arrangement with Clifford Chance from which the firm has received plenty of referrals. Apart from the work they receive, says Patrick, connections with international law firms are vital because they often prove to clients that Indonesian firms, most of which are only of modest size, can execute large cross-border transactions. “It demonstrates to clients, or prospective clients, that firms here are capable of handling the largest deals and have access to the resources and manpower to do them.”

in as little as two to three years’ time.

International connectionsWith deals becoming increasingly sophisticated and investors coming from all corners of the globe, there is more of a need for the country’s domestic firms to establish links with overseas players in an effort to claim their share of the most lucrative cross-border transactions.

All the nation’s top law firms have either formal or informal agreements with international law firms (see above box) with which they share work, staffing and resources – agreements that Bunjamin notes are vital. “Our arrangement with Herbert Smith has proved invaluable in our ability to attract high-profile international clients,” he says. “And while we are not a branch office of Herbert Smith – we are an associate office – it’s important for our clients to know that they will receive the same quality of service that they receive from Herbert Smith everywhere else in the world through our firm in Indonesia.”

Darsa is conspicuous as one of the few major players in the Indonesian legal arena to not have a formal (or informal) alliance with an international firm – something she says will not change any time soon. “I never took up an alliance and probably never will,” she says, pointing out that many international suitors have expressed their interest. “I believe that at the end of the day so long as the firm and its lawyers are able to relate to its key stakeholders, that is enough. Practising law in Indonesia – even on the multi-billion dollar deals – is a very local play.” ALB

FOreiGn FirM ASSOCiAtiOnS* ►AllensArthurRobinson–Widyawan&Partners•Baker&McKenzie–Hadiputranto,Hadinoto•&PartnersBlakeDawsonWaldron–SoebagjoJatimDjarot•BondPearceLLP–Hadromi&Partners•CliffordChance–MochtarKaruwinKomar•CorrsChambersWestgarth–HanafiahPonggawa•&Partners

Deacons–BrigittaIRahayoe&Syamsuddin•Freehills–Soemadipradja&Taher•HerbertSmithLLP–HiswaraBunjamin•&TandjungJosephTanJudeBenny–Hadromi&Partners•MinterEllison–Makarim&TairaS•NortonRose–LubisGanieSurowidjojo•Rouse&CoInternational–Suryomurcito&Co•

*Includes formal and informal associations

http://www.masters.law.unimelb.edu.au


The population of high net worth individuals in the world fell by 14% and their wealth dropped by 19% last year due to the

financial crisis, according to the World Wealth Report (WWR), an annual report conducted by financial firms Merryl Lynch and Capgemini. While most of the world’s millionaires came from the US, Germany and Japan, a new shift taking place sees Asia emerging as the region with most of the world’s wealthy. While Hong Kong’s population of high net worth individuals (HNWI) contracted, China’s population this year outranked the UK’s, becoming the fourth largest. Despite these low figures, the report suggests that growth is on the cards, and Asia is expected to drive it. By 2013, Asia is expected to overtake North America as the region with the world’s highest population of HNWIs. As a result, Asia’s wealth management firms have placed their faith in fast developing economies, particularly

The global wealth management industry is facing unprecedented pressure to change the way they service clients, due to events following the financial crisis. Wealth managers will be forced to listen to clients more as a new economic frontier sees the number of high net worth individuals in the Asian region grow

China and India, in the hope that they may soon capture them as clients.

They are faced with another problem, however, in what has been lost in the fallout of the financial crisis. According to PricewaterhouseCoopers, “the trusted relationship, the very foundation of wealth management, has been damaged.” The “trust” referred to here is between the financial advisor and the client. The PwC report argues that clients are increasingly disillusioned, cautious and re-evaluating their investments.

As a result, wealth management firms are being forced to re-evaluate their business models and return to the basics of client service, which means listening to clients more. The crisis has also helped weed out the ‘unfit’ players in the industry, ensuring that the market is filled with better quality advisors. They have also been brought up to more scrutiny to ensure it is a market driven by client needs, not providers. For example, to regain

the lost trust, wealth management firms now know they must provide clients with full disclosure of their risk. “Clients are not looking for complex products promising high yield, but rather trusted and independent advice that can address their needs both in the short and long term,” says PwC.

Client orientationThe effects of the financial crisis, particularly the number of fraud cases in the industry, has forced around 42% of HNWI to consider striking off their wealth management firms altogether, according to research by Dow Jones. Among the reasons cited were low investment returns and bad performance and communication by financial advisors. Some firms have, however, responded by lowering rates, boosting brand power or altering business models. Recently, some have either merged with other major market players and strengthened their brand in order to reassure clients of their

FEaTURE | wealth management >>

Why Asia may house world’s wealthiest soon

FEaTURE | wealth management >>


Trusts Across the Frontiers

Delegate fee: STEP Member GBP750 S$1,800 US$1,250

Delegate fee: Non STEP Member GBP850 S$2,050 US$1,400Accredited for 12 hours CPDLaw Society of England & Wales

For further information contact Laura Callicott on +44 (0) 1423 851157 or email [email protected]

Conference language: English

Gold

Conference Partners:

Bronze

STEP ASiA ConFErEnCE20–21 oCTobEr 2009FAirmonT SingAPorE SingAPorE

www.step.org/conferences

Programme highlights:■ The use of trusts to protect assets in the current

global environment■ Regional jurisdictional trust updates – a dialogue

between a draftsperson and trustees■ Trusts – compliance versus confidentiality■ Legal Reciprocity (Comity) issues across the

frontiers as they affect trusts■ Case study in respect of the use of trusts –

trustees as shareholders in a family business

■ The use of trusts to protect assets■ Panel session on the contribution that the

Offshore Financial Centres make to higher tax jurisdictions

■ Purpose Trusts, STAR Trusts and VISTA Trusts – how can they be best used?

■ Succession law case study using trusts

stability as a trusted brand – as in the case of Morgan Stanley Smith Barney, and Merryl Lynch with Bank of America. Others have emphasised their ‘independence’ to prove they can meet individual client needs. These smaller wealth management firms have reaped a portion of clients who have been dissatisfied by the bigger

players and by their geographical proximity to clients. The WWR expects that clients moving to local and regional banks will increase by 31%. And according to PwC, “how large an organisation is has little bearing on how profitable it is, and size simply for size’s sake does not appear an attractive goal for wealth managers

to pursue.” But these smaller independent players have their work cut out for them too – they may not have the means to reassure clients of their capabilities. “The financial crisis and related fraud scandals have served to undermine HNWI confidence in the ability of some independent advisors to provide adequate due diligence and risk management capabilities,” says the WWR.

With competition between big firms and independents heating up, those clients looking at value for money are finding their prayers answered. In most cases, wealth managers usually charge a percentage of the asset value under management. But now, in order to keep clients, they are either waiving fees for some services or slashing costs. Morgan Stanley Smith Barney recently claimed it would waive fees of up to US$15,000 for several brokerage clients. “[Clients] now feel more than justified, in view of their shrunken portfolios, in demanding a full account of how fees are calculated and levied,” says the WWR. ALB

Source: Capgemini Lorenz curve analysis, 2009

http://www.step.org/conferences

64

FEaTURE | ALB Law Awards >>


Once again the Awards season is upon us, and here is a complete list of our finalists competing for a place in this year’s ALB Hong Kong Law Awards 2009, to be held in Hong Kong on 18 September

deals of the yearDEBt MArKEt

DEAl OF tHE YEArFINALISTS

CHAMPiOn reit ►value: uS$2.35bn

Firms: Appleby; Baker & McKenzie; Freshfields Bruckhaus Deringer; JSM; Simmons & SimmonsBanks:Citi;HSBCInstitutionTrust

Accountants:Deloitte

Why:•DealrevolvedaroundChampionREIT’sUS$1.65bn

acquisitionofLanghamPlace•Theacquisitionwasfinancedbywayof(i)capitalraising

consistingoftheinternationalplacementofaCBandaninternationalequityplacingaggregatingtoUS$979mand(ii)termfacilitiesofUS$314m

CHinA MerCHAntS HOldinGS GuArAnteed nOteS ►value: uS$500m

Firms: Fried Frank; Linklaters; Maples and CalderBanks:BankofAmericaMerrillLynch;BNPParibas;ING

Why:•DualtrancheofferingofUS$500mofseniornotes(US$300m

6.125%guaranteednotesduein2013andUS$200m7.125%guaranteednotesduein2018)

•LargestAsiannon-financialcorporatebondtobelaunchedandthesecondtriple-BratedbondtobeissuedfromAsiainthe12monthsprecedingthetransaction

HOnG kOnG And CHinA GAS COMPAny OFFerinG ►value: uS$1.0bn

Firms: Allen & Overy; Commerce and Finance; Linklaters; Woo Kwan Lee & LoBanks:HSBC;MorganStanley

Why:•ThiswastheonlyjumboofferingbyanAsiancorporate

investmentgradeborrowerin2008,andthefirstnon-governmentlinkedinvestmentgradeissueofthissizesince2003

•BondswereplacedwithanimpressiverangeofinvestorsduringtheusualsummerlullandinamarketreelingfromthefalloutfromtheFannieMaeandFreddieMacproblems

nine drAGOnS SeniOr nOteS OFFerinG ►Firms: Commerce & Finance; Conyers Dill & Pearman; Davis Polk & Wardwell; Gonçalves Pereira, Rato, Ling, Vong & Cunha; Jun He Law Offices; Sidley AustinBank:BankofAmericaMerrillLynch

Accountants:PwC

Why:•Firstinvestment-gradedebtofferingbyanon-state-owned

companyinthePeople’sRepublicofChina(PRC)•US$300mofferingunderRule144AandRegSbyNine

Dragonsofseniornotesduein2013•Firstdebtcapitalmarketstransactionfromanewissuerin

Asiain2008

nOBle GrOuP SeniOr nOteS OFFerinG ►value: uS$500m

Firms: Clifford Chance; Conyers Dill & Pearman; Davis Polk & WardwellBanks:Citi;JPMorgan

Accountants:Ernst&Young

Why:•OfferingofUS$500maggregateprincipalamountof8.500%

seniornotesduein2013•Thedealwasuniquelystructuredasahigh-yieldhybrid

modelwithsomecovenantsthatwerereflectiveofaninvestment-gradeissuer

•ThiswasthefirstAsianhigh-yieldbondofferingin2008anditwasalsothefirsthigh-yieldbondtransactioncompletedinAsiasinceAugust2007

EQuItY MArKEt DEAl OF tHE YEAr

FINALISTSCHinA COnStruCtiOn BAnk PrivAte SAle OF H-SHAreS ►

Firms: Cleary Gottlieb; DeaconsBank:BankofAmericaMerrillLynch

Why:•FirstChineseequityofferinginHongKongin2009and

largesteverblocktradeinHongKong•Deallaunchedandpricedpre-marketopenwithin3hoursand

booksmultipletimescovered,withapproximately140accountsparticipatinggloballyandlargenumberofanchororders

CHinA SHAnSHui CeMent iPO ►value: uS$269m

Firms: Commerce & Finance; Jones Day; King & Wood; Maples and Calder; Norton Rose; Shearman & Sterling; Simpson Thacher & BartlettBanks: CCB international Capital; Credit Suisse; Morgan StanleyAccountant:KPMG

Why:•Themajoritystakeinissuerisheldbyanumberof

managementshareholdersandemployeesoftheclientthroughtwooffshoretrusts

•Inpre-IPOrestructuring,exchangeablebondsandconvertiblenotesinrespectoftheissuer’ssecuritieswereissuedtotheinvestors

•Issuerissecond-largestcementmanufacturerinChina

CHinA SOutH lOCOMOtive & rOllinG StOCk A+H ►SHAre iSSuevalue: uS$2bn

Firms: Baker & McKenzie; Grandall ; Herbert Smith; JiaYuan

Why:•DealwaslargestcapitalofferinginHongKongandChina

sinceAugust2008



The finalists

•ShareofferingmanagedtoclosejustafewdaysbeforetheHshareoffering,asaresultofprecisionplanningandeffortsofcounsel

HutCHiSOn teleCOM SPin-OFF ►Firms: Conyers Dill & Pearman; Freshfields Bruckhaus Deringer; Herbert Smith; LinklatersBank:GoldmanSachs

Why:•Dealsawthespin-offofHutchisonTelecommunicationsHong

KongHoldings(HTHKH),theholdingcompanyofitsHongKongandMacauoperations,byHutchisonWhampoaandHutchisonTelecommunicationsInternational(HTIL)

•Spin-offwaseffectedbydistributioninspecieandseparatelistingofsharesofHTHKHonthemainboardoftheHongKongStockExchange,bywayofintroduction

•Spin-offwentthroughacomplexrestructuringexercisebeforeitslistingofHTHKHontheHKEx

reAl GOld iPO ►Firms: Conyers Dill & Pearman; Gordon Ng & Co; Hogan & Hartson; Jun He Law Offices; King & Wood; Latham & Watkins; Mallesons Stephen Jaques

Why:•Dealisoneofthefewsizeablelistingsof2009•OneofthelistingsontheHongKongStockExchangefora

miningcompanyforwhichaChapter18waiverwasobtained

renHe COMMerCiAl HOldinGS iPO ►value: uS$437m

Firms: Conyers Dill & Pearman; Davis Polk & Wardwell; Jingtian & Gongcheng; Kaiwen; Latham & Watkins; Morrison & Foerster; Norton RoseBanks:BOCIAsia;HSBC;MorganStanley;UBS

Accountant:KPMG

Why: •GlobalofferingconsistedofaregisteredIPOofferingin

HongKong,andRule144AandRegSofferingsintheUnitedStatesandotherjurisdictions

•Allworkingpartieshadtodealwithasuddendownsizingoftheofferingduetoadropintheoverallmarket,investorinterestandvaluationofkeycomparables,andthehighlyvolatilemarketconditions

•Dealsawuseofan‘opt-in’structurethatrequiredallotteesoftheHKpublicofferingtoreconfirmtheirsubscriptionofsharesatapricebelowtheindicatedpricerange

SHAndOnG CHenMinG PAPer A+B+H SHAre iSSue ►value: uS$410m

Firms: Hylands; JiaYuan; Li & Partners; OrrickBanks:GuotaiJunan,Macquarie

Why: •InstitutionalpublicofferingofHsharesonHKExand

simultaneousinternationalofferingofHsharesunderRule144AandRegS

•FirstChinesecompanywiththreecategoriesofsharesissued:AsharesinRMB;Bshares(inRMBandforeigncurrency,listedonShenzhenExchange;andHshares(listedonHKEx)

•RequiredcompliancewithdisclosureandregulatoryrulesofCSRC,ShenzhenexchangeandHKEx

SJM HOldinGS Hk liStinG And GlOBAl OFFerinG ►Firms: Baker & McKenzie; C&C Advogados; João Nuno Riquito & Associates Advogados; Gonçalves Pereira, Rato, Ling, Vong & Cunha; Linklaters; Shearman & SterlingBanks:BNPParibas;CLSA;DeutscheBank

Why: •Fourth-largestHongKongIPOof2008•DisputeattheMacauparentcompanylevelcomplicatedthe

listingandledtoverystrictregulatoryscrutiny.•Judicialreviewproceedingswerebroughtagainstthe

HongKongStockExchangeandtheSecuritiesandFuturesCommissiontostopthetransaction,butweredismissedbyboththeCourtofFirstInstanceandtheCourtofAppeal

BAllY AwArD M&A DEAl OF tHE YEAr

FINALISTSCHinA MerCHAntS BAnk – WinG lunG BAnk ►ACquiSitiOn

Firms: Clifford Chance; Deacons; DLA Piper; Freshfields Bruckhaus Deringer; Jun He Law Offices; Simmons & Simmons; Zhong LunBanks:CreditSuisse;JPMorgan;MorganStanley;UBS

Why:•TakeovervaluedatapproxUS$4.7bn,whichisthebiggest

M&Adealinthebankingsectorin7years

•Wasregulatedandsupervisedbyauthoritiesinvariousjurisdictions,sodiverseregulatoryrequirementsposedsignificantchallenges

•Receivedkeeninterestfrommainlandfinancialinstitutions,andwasagreedonafteraverycompetitiveauctionprocess

CHinA OilField ServiCeS – AWilCO ACquiSitiOn ►Firms: Clifford Chance; King & Wood; White & Case; WongPartnershipBanks:BankofChina;CICC;JPMorgan;StandardChartered

Why:•China’s largest integratedoffshoreoilfieldservicesprovider

acquiredNorwegianoil&gasdrillingcontractorinUS$2.5bndeal•Thelargest100%-stakeoverseasacquisitioninthenon-oil

andgascategoryaccomplishedintheenergysectorinChina,byvaluetodate

•FirstmajoroverseastransactionbyA-andH-sharecompany,andthird-largestChinaoutboundM&Atransactionfortheyear

CHinA uniCOM reStruCturinG ►Firms: Commerce & Finance; Freshfields Bruckhaus Deringer; Jingtian & Gongcheng; Linklaters; Milbank; Shearman & Sterling; Skadden; Slaughter and May; Sullivan & CromwellBanks:BankofAmericaMerrillLynch;CICC;Citi;JPMorgan

Why:•LandmarkrestructuringofthePRCtelecommunications

sectorandlargestAsianM&Atransactionin2008•US$6.4bndealsawChinaUnicomdisposeofitsCDMA

businesstoChinaTelecom,andstrikeaUS$23bnmergerwithChinaNetcom

CitiC internAtiOnAl FinAnCiAl HOldinGS ►PrivAtiSAtiOn

Firms: Herbert Smith; Jones Day; Linklaters; Richards ButlerBanks:CITICInternationalFinancialHoldingsLtd(CIFH);LehmanBrothers;MorganStanley

Accountant:KPMG

Why: •DealsawCIFH,aHongKong-listedparentofCITICKaWah

Bank,privatisebywayofaschemeofarrangement•Aspartofthedeal,parentcompanymadeofferforpublicly

heldsharesinCIFHforatotalconsiderationofapproximatelyUS$1.7bn,payableinacombinationofcashandsharesinanotherlistedcompany,ChinaCITICBankCorporationLtd

66



enriC enerGy equiPMent – CiMC ACquiSitiOn ►Firms: Conyers Dill & Pearman; Morrison & Foerster; Paul Hastings

Why:•Reversetakeoverdeal,whereHongKong-listedEnricEnergy

EquipmentHoldingsLtdacquiredfromChinaInternationalMarineContainers(Group)CoLtdcertaintankandstorageequipmentbusinesses,basedinChinaandEurope,forUS$1.2bn

•AcquisitionwassatisfiedthroughtheissueofnewordinarysharesandpreferredsharesbyEnric

nOMurA – leHMAn BrOtHerS (ASiAn BuSineSS) ►ACquiSitiOn

Firms: Allen & Gledhill; Allen & Overy; AZB & Partners; Freshfields Bruckhaus Deringer; Khaitan & Co; Kim & Chang; Linklaters; Mallesons Stephen Jaques; Rajah & Tann; Skadden; Weil, Gotshal & Manges; White & Case; WongPartnershipBank:Rothschild

Accountant:KPMG

Why:•DealwaspartofNomura’sacquisitionofLehmanBrothers’

Asianstockbrokingandinvestmentbankingoperations,followingLehmanBrotherscollapseinSeptember2008

•NomurahademergedasthesuccessfulbidderamongstcompetingbidssubmittedbyStandardCharteredPLCandBarclaysPLC

PCCW PrOPOSed PrivAtiSAtiOn ►Firms: Baker & McKenzie; Davis Polk & Wardwell; Lovells; Skadden

Why:•HongKong-listedPCCW,togetherwithPCRDandCNC,

jointlyannouncedthepossibleHK$15.5billionprivatisationinNovember2008

•StarvestLtd,PCRD’swholly-ownedsubsidiary,wouldhavepaid74.27%ofthecashconsiderationandChinaNetcomCorporation(BVI)Ltd,CNC’sindirectsubsidiary,wouldhavepaid25.73%

•PrivitisationwasabandonedinApril2008afterthedealwasblockedbytheHongKongCourtofAppeal

PrOJECt FINANCE DEAl OF tHE YEAr

FINALISTS

CentrAl ASiA – CHinA GAS PiPeline ►Firms: Baker & McKenzie; Clifford Chance; Freshfields Bruckhaus Deringer; GRATA; King & WoodBanks:BankofChina;ChinaDevelopmentBank

Why:•Developmentof1,818kmpipelinetodeliver30billioncubic

metresofnaturalgasfromCentralAsiatoChina•SpansfourcountriesatanestimatedcostofUS$11bn•StrategicallysignificantasChinahasbeenattemptingtocurb

itsenergydependenceontheMiddleEast

CMA CGM SHiP FinAnCinG ►Firms: Kim & Chang; Norton Rose; Orrick; YulchonBanks:Calyon;CreditIndustrieletCommercial

Why:•Transactionwasacomplexship-financingonewhich

involvedaFrenchtax-leasestructure,wherebyoneFrenchtaxinvestorestablishedanSPV(underFrenchlaw)asthelessorofeachvesselandconsolidatedthetaxableresultsofthelessorswithitsowntaxableresults,thereforecreatingimmediatetaxsavings

•Afteracertaintimeperiod,thebareboatcharterer,CMACGM,hasanoptiontopurchasesharesinthelessor.TheUSDfacilitieswerearrangedandsyndicatedbyBNPParibasS.A

FlOrenS SAle And leASe-BACk OF MArine ►COntAinerS

Firms: Freehills; Orrick

Why:•ThisdealsawFlorens,anindirectwholly-ownedsubsidiaryof

COSCOPacificLtd,sellandleasebackmarinecontainerstoCBAUSDInvestments

•CBAsoughttoobtainrightsinthecontainerequipmentthatareassociatedwithtrueownership.Florens,however,soughttoretaintherighttomanageandcontrolthecontainerportfolio

•Dealwasthefirstcontainertruesale-leasebacktransactionofitskindenteredintobyamajorChinesecontainerleasingcompany,andanoveldealstructurefortheAsianequipmentleasingindustry

neW SOnGdO internAtiOnAl City develOPMent ►Firms: Bae, Kim & Lee; Kim & Chang; Sewha Park & GooBank:ShinhanBank

Why:•DealsawShinhanBankextendUS$2.7bnseniorsecured

loanfacilitytoNewSongdoInternationalCityDevelopment,ajointventurebetweentheGaleCompanyandPOSCOEngineering&ConstructionCo,forthedevelopmentofNewSongdoInternationalCityonapproximately10,000acresofreclaimedlandinYeonsu-gu,alongIncheon’swaterfront

•ThisprojecthasanestimatedtotalcostofapproximatelyUS$20bn,makingitthelargestprivatedevelopmentprojectundertakenanywhereintheworld

KOrEA DEAl OF tHE YEAr

FINALISTS

e-lAnd GrOuP – HOMever SAle ►Firms: Bae, Kim & Lee; Kim & Chang

Why:•DealsawE-LandGroupclosetheirsaleofHomever,the

fourth-largesthypermarketchaininKorea,foratotalofUS$2.2bn,includingdebt

•Dealwascomprisedofandrequiredmanyseparatetransactions,suchastheexerciseofcalloptionsandotherderivativetransactions,thesaleandpurchaseofrealproperty,andothertransactionswiththetargetcompany’slendersandfinancialinstitutions,whichallhadtobeintertwinedandclosedatpracticallythesametime

•TransactionrepresentsoneofthelargestM&AdealsinKoreathisyear

GlOBAl 2008 ASSet SeCuritiSAtiOn ►Firms: Horizon Law Group; Kim & Chang; Simmons & SimmonsBanks:HanaDaetooInvestmentBank;INGGroup

Why:•Unlikeothertypicalcross-borderABStransactions,the

issuanceofCDOsecuritiesinthisdealwasbasedonaone-tierstructure

•SubstantiallegalreviewandanalysiswasrequiredinrelationtothisstructureandthemethodofcreatingsecurityinterestsoverdifferentkindsofunderlyingassetsforABSbondholders,inamannerthatcompliedwithKoreanlaw

•BasedonthecreditfacilityprovidedbyHanaBank,theABSbondholderengagedinacredit-defaultswaptransactionasaprotectionseller,basedontheABSbondissuedbythedomesticSPC,withthecreditfacilityproviderasthereferenceentity

induStriAl BAnk OF kOreA COMMerCiAl PAPer ►PrOGrAMS

Firms: Allen & Overy; Lee & KoBank:IndustrialBankofKorea

Why:•Dealcomprisedoftwoprojects:aeuro-commercialpaper

notesofferingofuptoamaximumaggregateamountofUS$1bnoritsequivalentinalternativecurrenciesunderRegS,andaUS-commercialpapernotesofferinguptoamaximumaggregateamountofUS$1bnoritsequivalentinalternativecurrenciesunderRule144A

•Issuerraisedover$US500mthroughbothprogramsandisutilisingthemveryefficientlytoraisefundspromptly

•ProgramissignificantbecauseitallowsfinancetobeobtainedfrombothUSandEuropefinancialmarketsofuptoUS$2bndespiteGFC

keXiM SeC reGiStered GlOBAl nOteS OFFerinG ►Firms: Cleary Gottlieb; Davis Polk & Wardwell; Kim & ChangBank:BankofAmericaMerrillLynch

Why:•DealwaslargestbondofferingfromKoreasince1998and

thefirstpublicbondofferingfromKoreasinceAugust2008•TransactionreopenedthemarketforKoreanissuersand

createdanew,liquidbenchmarkforthecountryintheinternationalcapitalmarkets

lS CABle – SuPeriOr eSSeX ACquiSitiOn ►Firms: Bae, Kim & Lee; Cleary Gottlieb; Kim & Chang; Lee & Ko; Wachtell, Lipton, Rosen & Katz

Why:•Acquisitionwasstructuredasatwo-stepmergertransaction,

wherebyCyprusAcquisitionMergerSubInc(Cyprus),anindirectsubsidiaryofLSCable,completedatenderofferfortheissuedandoutstandingsharesofthecommonstockofSuperiorEssex,followedbythemergerofCyprusintoSuperiorEssexasthesurvivingentity

•Transactionrepresentsthefirstsuccessfullycompleted,andthelargest,cross-borderM&AbyaKoreancompanypursuanttotenderoffer

MOrGAn StAnley PrivAte equity/SHinHAn PrivAte ►equity – nOrSke SkOG kOreA ACquiSitiOn

Firms: Kim & Chang; Linklaters; Shin & Kim; Wiersholm

Why:•DealsawNorskeSkogindustrierASAcompleteanindirectsaleof

allsharesofNorskeSkogKoreaCoLtd,itsKoreansubsidiary,toaprivateequityconsortiumcomprisingMorganStanleyPrivateEquityAsiaIII,LLCandShinhanPrivateEquityInc

•ThisdealwassignificanttoboththeKoreanmarketandAsia-Pacificingeneral,asthereareveryfewrealleveragedbuy-outsinAsia,particularlyduring2008

SHinHAn FinAnCiAl GrOuP riGHtS OFFerinG ►Firms: Bae, Kim & Lee; Davis Polk & Wardwell; Kim & Chang; Simpson Thacher & BartlettBanks:BNPParibas;JPMorgan;UBS;ShinhanFinancialGroup

Accountant:KPMG

Why:•DealsawShinhanFinancialGrouplauncharightsofferingof

78millioncommonsharesamountingtoKRW1.31trillion•Dealwasfirstandlargestinternationalrightsofferingbya

Koreancorporatewithastandbyunderwritercommitment,requiringco-ordinationinvariousjurisdictionsinwhichSFGhasalargeshareholderbase,includingJapanandtheUS

kOOkMin BAnk – BAnk CentreCredit ACquiSitiOn ►Firms: Cleary Gottlieb; GRATA; Shin & Kim; White & Case

Why:•DealsawKookminBankacquireanequityinterestof50.1%

inaggregateofBankCenterCreditKazakhstan•ThisdealsetsrecordinKoreanbankinghistoryasthelargest

acquisitionabroad.ItisalsothefirstdealinwhichaKoreancompanypaidthepurchasepriceinKoreanWon(KRW)currency



tAIwAN DEAl OF tHE YEAr

AdvAnCed SeMiCOnduCtOr enGineerinG GOinG- ►PrivAte BuyOut OF ASe teSt

Firms: Allen & Gledhill; Baker & McKenzie; Davis Polk & Wardwell; Sullivan & Cromwell; WongPartnershipBanks:Citi;LehmanBrothers

Accountant:Deloitte

Why:•DealsawAdvancedSemiconductorEngineeringInc,a

TaiwanesecompanylistedontheTaipeiStockExchangeandwithADRslistedontheNewYorkStockExchange,acquiretheentireoutstandingminorityownershipofitsSingapore-incorporated,NASDAQ-listedsubsidiary,ASETestLtd

•DealwaseffectedforcashbymeansofaSingaporeschemeofarrangement

•Transactionwasthefirstcross-borderschemeofarrangementinvolving,ontheonehand,aTaiwanesecompanywithduallistingsinTaipeiandNewYork,andontheotherhand,aSingaporecompanywithshareslistedonNASDAQ

FuBOn – inG tAiWAn inSurAnCe unit ACquiSitiOn ►Firms: Cleary Gottlieb; Jones Day; Lee and LiBank:INGGroup;FubonFinancialHoldingCoLtd

Why:•DealsawFubonFinancialHoldingCoLtdacquirethe

TaiwaneselifeinsuranceunitofINGGroupN.VforUS$600m•RareforalocalcompanyinTaiwantoacquireaforeignone

andthisdealwasclosedinmerelytwoweeks,includingsolvingmanycomplicated,lastminuteissues,muchearlierthanFTChadexpected

•TransactionisconsideredthelargestinsuranceM&AinTaiwaninrecentyearsandconsiderationwaspaidwith5%ofnewsharesofFubon,withthebalancepaidincash

MiCrOn teCHnOlOGy – nAnyA teCHnOlOGy Jv ►Firms: Jones Day; Lee and Li

Why:•ThisdealsawMicronTechnologyenterintoaUS$1.1bnjoint

venturewithNanyaTechnologyCorporationtoestablishMeiYaTechnologyCorporation

•JointventurehasledtoaseriesofrestructuringsintheglobalDRAMindustry

qiMOndA – MiCrOn teCHnOlOGy StAke ►ACquiSitiOn in inOterA

Firms: Allen & Overy; Cleary Gottlieb; Clifford Chance; Jones Day; LCS & Partners; Lee and Li; Tsar & Tsai; Wilson Sonshini Goodrich & Rosati

Why: •Transactionwasacomplex,multiple-jurisdictionscross-

bordertransaction•Theacquisitioninvolvedinnovativestructuresandrequired

complexco-ordinationofgovernmentapprovalsinvariousjurisdictions.Italsorequiredthecompletionoffinancingfromstrategicsources

•Transactionwascompletedinthemiddleofextremelydifficultglobaleconomicconditionsingeneral,andalsospecificallyfortheDRAMindustry.ThetransactionwasalsosignificantasakeypartofQimonda’sglobalrestructuringandcostreductionprogram

ACquiSitiOn OF “GOOd BAnk ASSetS” OF BOWA ►BAnk

Firms: Allen & Gledhill; Baker & McKenzie; LCS & PartnersBanks:DBS;UBS

Accountant:Deloitte

Why:•DealsawCDICtakeovertheinsolventBowaBank,andwas

mandatedtosellthegoodbankandbadbankatpriceswithminimumpayoutbytheRTCfundofthegovernment

•TransactioncanbedistinguishedfromregularM&Asbythefactthatitinvolvedadistressedfinancialinstitutionwhichrequiredgovernmentapproval

in-house awardsBANKING & FINANCIAl sErvICEs

IN-HOusE tEAM OF tHE YEArFINALISTS

Bank of America Merrill lynchHSBCiCBCStandard Chartered

CONstruCtION IN-HOusE tEAM OF tHE YEAr

FINALISTSHong kong electricHousing Authoritylegal Advice division, development Bureau, Hong kong Special Administrative region GovernmentMtrC

INsurANCE IN-HOusE tEAM OF tHE YEAr

FINALISTS

ACe insuranceAiAAon AsiaessarPrudential

lEwIs sANDErs AwArD INvEstMENt BANK


Bank of America Merrill lynchdeutsche BankGoldman SachsJPMorganMorgan StanleyuBS

68



PAul, wEIss AwArD It/tElECOMMuNICAtIONs


CSlHutchison telecomPCCWSmartone

PAul, wEIss AwArD MEDIA & ENtErtAINMENt


PCCWSing tao GrouptOM Group

rEAl EstAtE IN-HOusE tEAM OF tHE YEAr

FINALISTS

Hongkong landHutchison Whampoanomura internationalSun Hung kai

HOlMAN FENwICK wIllAN AwArD

sHIPPING IN-HOusE tEAM OF tHE YEArFINALISTS

COSCO PacificHutchison Port Holdingsnoble Group

HONG KONG IN-HOusE lAwYEr OF tHE YEAr

FINALISTS

Andrew Bellers, Aon AsiaAlex Wong, iCBCHoon-leng Phuak, uBSJaclyn Jhin, Morgan Stanleykenneth ng, HSBCMark Bennett, nomura internationalMichelle Hung, COSCO PacificPaul Abfalter, CSl

firm awardsEQuItY trust AwArD BOutIQuE / sPECIAlIst lAw FIrM OF tHE YEAr

FINALISTS

CharltonsGall & laneHaldanesSo keung yip & Sintanner de Witt

CrIMINAl lAw FIrM OF tHE YEAr

FINALISTS

Boase Cohen & CollinsdundonsHaldanes

BDO lIMItED AwArD MAtrIMONIAl lAw FIrM OF tHE YEAr

FINALISTS

Boase Cohen & CollinsHaldanesHampton, Winter and GlynnStevenson Wong

MErrIll lEGAl sOlutIONs AwArD CONstruCtION lAw

FIrM OF tHE YEArFINALISTS

Baker & MckenziedeaconslovellsMallesons Stephen JaquesMinter ellisonPinsent Masons

MErrIll lEGAl sOlutIONs AwArD DIsPutE rEsOlutION

lAw FIrM OF tHE YEArFINALISTS

Barlow lyde & GilbertClifford ChancedeaconsHerbert SmithlinklaterslovellsMallesons Stephen JaquesOrrickrichards Butler



EMPlOYMENt lAw FIrM OF tHE YEAr

FINALISTS

Baker & MckenziedeaconsJSMMinter ellisonSimmons & Simmons

INsOlvENCY & rEstruCturING lAw FIrM OF tHE YEAr

FINALISTS

Allen & OveryBaker & MckenzieClifford ChanceJSMlovellstanner de Witt

INsurANCE lAw FIrM OF tHE YEAr

FINALISTS

Allens Arthur robinsonBarlow lyde & GilbertClifford ChancedeaconsHerbert Smithkennedysrichards Butler

INtEllECtuAl PrOPErtY lAw FIrM OF tHE YEAr

FINALISTS

Baker & MckenzieBird & BirddeaconsJones daylovellsSimmons & SimmonsWikinson & Grist

INvEstMENt FuNDs lAw FIrM OF tHE YEAr

FINALISTS

Clifford Chancedeaconsdebevoise & Plimpton linklatersSidley AustinSimpson thacher & BartlettSkadden To find out about the finalists

and winners of the China, Japan and SE Asia Law Awards 2009 go to our website at www.albawards.com

THE ALB LAW AWARDS 2009

It/tElECOMMuNICAtIONs lAw FIrM OF tHE YEAr

FINALISTSAllen & OveryArculli Fong & ngBaker & MckenzieBird & BirdFreshfields Bruckhaus deringerlinklatersPaul, Weiss

rEAl EstAtE lAw FIrM OF tHE YEAr

FINALISTS

Baker & MckenziedeaconsJSMMinter ellisonPaul HastingsWoo kwan lee & lo

sHIPPING lAw FIrM OF tHE YEAr

FINALISTS

Clyde & CoHolman Fenwick Willanince & Cokeesalsrichards Butler

AzurEtrustEEs AwArD tAx & trusts

lAw FIrM OF tHE YEArFINALISTS

Baker & MckenzieBryan CavedlA PiperJSMlea & WhiteWithers

OFFsHOrE lAw FIrM OF tHE YEAr

FINALISTS

ApplebyConyers dill & PearmanHarneysMaples and CalderOgierWalkers

PrC FIrM, HONG KONG OFFICE OF tHE YEAr

FINALISTS

GrandallJin MaoJun He law Officesking & Wood

KOrEA DEAl FIrM OF tHE YEAr

FINALISTS

Bae, kim & leekim & Changlee & koShin & kimyulchon

tAIwAN DEAl FIrM OF tHE YEAr

FINALISTS

Baker & MckenzieJones daylCS & Partnerslee and lirussin & vecchitsar & tsai

MANAGING PArtNEr OF tHE YEArFINALISTS

Allan leung, lovellsAshley Alder, Herbert SmithChristopher Stephens, Orrickelaine lo, JSMlindsay esler, deaconsPoh lee tan, Baker & Mckenzie

HONG KONG lAw FIrM OF tHE YEAr

FINALISTS

Baker & MckenzieClifford ChancedeaconsFreshfields Bruckhaus deringerJSMlinklatersMallesons Stephen JaquesSkadden

70



Wilfredisanall-roundprofessionalaccountant,withsolidandextensiveexposureinfinanceandaccounting,forensicaccounting,corporatefinance,andinsolvencythroughouttheAsianregion.WilfredisaFellowmemberoftheHongKongInstituteofCertifiedPublicAccountants.

BDO LTDBDOLtd,theHongKongmemberfirmofBDOInternational,providesanextensiverangeofservicesincludingassurance,taxation,specialistadvisory,riskadvisory,forensic&investigation,litigationsupport,matrimonialdisputeadvisoryservicesandbusinessservices.

Sinceitsestablishmentin1981,BDOLtdhasbeencommittedtoservinggrowingbusinessesandtheirpeople,bycontinuouslyprovidingclientswiththehighestqualityofservices.

BDOInternationalisaworldwidenetworkofpublicaccountingfirms(calledBDOMemberFirm),servinginternationalclientsinover100countries.Thereareabout1095officeswithmorethan44,000professionalsworldwide.EachBDOMemberFirmisanindependentlegalentityinitsowncountry.

Wilfred Wu, principal, specialist advisory services divisionWilfredWustartedhiscareerinoneoftheleadinginternationalaccountingfirms.Hehasgainedover15yearsexperienceinvariousspecialistadvisoryengagements,includinglitigationsupport,duediligenceandcorporaterestructuring.

sponsors

AZURETRUSTEESIn2002DeborahAnnellsfoundedAzureTaxGroup.DuetoclientdemandshelaterfoundedAzureTrusteesLtd易道信託有限公司,aRegisteredTrusteeCompanybasedinHongKong.In2009thegroupopenedanofficeinSingapore.

Exclusivelydedicatedtohigh-leveltaxplanningandwealthprotection,AzureTaxGroupspearheadsatransparent,strategicandethicalapproachtotaxandtrustadvice.

AzureTaxGroupprovidetaxadvisoryservicesforindividualsandbusinesses.Servicesavailablerangefrominternationaltaxadvisory,throughtoglobalwealthprotectionstrategies,withspecialexpertiseinHongKong,China,theUK,andUSandAustraliantaxationmatters.

Deborah Annells, managing directorDeborahisawell-knowncommentatorandwriteroninternationalcorporateandpersonaltaxandtruststructuringissuesandcontributestoseveralinternationaltaxationpublications.Herviewsaresoughtandsheisregularlyquotedbythemedia.Formanyyears,DeborahcontributedtotheCCHInternationalTaxPlanningManual.ShehasalsoauthoredtwopublicationsonHongKongtaxplanninglawsandonepublicationontrusts.

EqUITY TRUSTEquityTrustistheworld’sleadingtrustandfiduciaryservicesgroup,supportinghigh-net-worthindividuals,corporationsandintermediariesallovertheworld.Withover1250staff,weoperateinmorethan30keyjurisdictions.

Thisensuresweareonthepulsewhenitcomestointernationalfinancialplanningandmaximisingreturnsforhigh-net-worthindividuals.

Beingindependent,wearefreetostrikethebeststrategicpartnershipsinthemarketplace.Wearewellplacedtominimisetheriskofanyconflictsofinterest,whilstmaximisingopportunitiestoassistyourclientsinmeetingtheirobjectives.Inaddition,ourpeoplehavethelocalknowledgeandinternationalexpertisetodesignanddelivertailor-madesolutionsforeachclient.

OurofficeinHongKongoffersacompletesuiteofprivateandcorporateservices,designedspecificallytomeetyourpersonalandbusinessneeds.Ourprivateclientteamscreateandadministerstructuresthatwillprovideforextendedfamilies;managemultiple,complex,cross-borderassets;navigatetaxandregulatoryissues;andfacilitateeffectiveinvestmentsnowandforthefuture.

Robin Harris, managing directorRobinHarrisistheMDofEquityTrust‘sHongKongofficeandalsohasexperienceinthefinancialservicesindustry,bothasaprivatebankerwithInsingerdeBeaufortinAmsterdam,andastheglobalheadofInvestorServiceswithinEquityTrust.

RobinisaCFAcharterholderandhasearntanhonoursdegreeinfinance.HelivesinHongKongandenjoystennis,swimming,hiking,golf,andparticipatingintriathlons.

BALLYFoundedinSwitzerlandin1851bySwissindustrialistCarlFranzBally,thecompanyisbestknownforitshigh-qualityshoes.Todaythebusinesshasevolvedintoaglobalbrand,introducingready-to-wear,bagsandotherleathergoods,atover750pointsofsale.Itiscurrentlytradingin66countriesatapproximately500millionCHFofsales.

In2007,BrianAtwoodwasappointedcreativedirectortofurthersteerthebrandtothenextlevel,workingwiththecompany’sheritageandintroducingmoderncreativitytothedesigns.

Betty Leung, regional marketing and communications managerBettyLeungoverseesthemarketingactivitiesof12marketsinGreaterChinaandAsiaPacificregions.

Shehasgainedmorethan10yearsofexperienceinthemarketingandPRindustry,workingforanumberofmultinationalfashioncompaniesincludingLouisVuitton,DiorCoutureandPringleofScotland,beforejoiningBally.



theMiddleEastandIndia.LewisSandershasbuiltitsreputationonitscorevaluesofintegrity,trustandprofessionalism.Thisapproachhasenabledthefirmtoestablishandmaintainlong-standingrelationshipswithcandidatesandclients,positioningitasoneofHongKong’sleadinglegalrecruiters.

Lindsey Sanders, managing directorLindseyisafoundingpartnerofLewisSandersLegalRecruitment.ShehasworkedinlegalrecruitmentinHongKongforover9yearsandhassuccessfullyplacedassociatesandpartnersatalllevelswithinternationallawfirms,investmentbanksandmulti-nationalcompaniesacrossAsia.

ShejoinedtheAsiaofficeasMDinJanuary2003.Charlotteregularlyprovidesprofessionaltrainingforlawfirms,barristersandothersacrosstheAsianregion,ontheuseoftechnologyindisputeresolution.HOLMAN FENWICK WILLAN

HolmanFenwickWillanisagloballawfirmadvisingbusinessesengagedininternationalcommerce.Thefirmhasgainedareputationworldwideforexcellenceandinnovation.Ithasfocusedthedevelopmentofitscapabilitiesinthefollowingcoresectors:commodities,energy,finance,insuranceandreinsurance,shipping,andtransport.

WithofficesinEurope,theMiddleEastandAsiaPacificregions,thefirmhasoneofthelargestinternationalarbitration,commerciallitigationanddisputeresolutionpracticesofitskind,andhasover125yearsexperienceofworkingwithotherlawfirmsinjurisdictionsthroughouttheworld.

Paul Hatzer, partnerPaulistheheadofthefirm’sHongKongofficeandspecialisesinshipping,internationaltradeandcommodities.Hehasparticularexperiencewithshippingdisputes,focusingmainlyondisputeresolutionarisingfromcharterpartyproblems,billofladingandcargoclaims,S&Pdisputes,personalinjuries,togetherwithinternationaltradeandcommoditydisputes(includingmanyarbitrationsinChina),shipsale,purchaseandfinance,andinsuranceandinsolvencymatterswithinthemaritimesphere.

PaulpractisedinLondonandAustraliabeforerelocatingfromthefirm’sLondonofficetoHongKongin1991.

LEWIS SANDERS LEGAL RECRUITMENTLewisSandersisaspecialistlegalrecruitmentconsultancyofferingclientsandcandidatesafullrangeofrecruitmentsolutions.Usingourextensivemarketknowledge,contactsandexpertise,weplacelawyersatalllevels;withinternationallawfirms,globalfinancialinstitutionsandmulti-nationalcompaniesacrossAsia.Ourspecialistconsultantsprovidedetailedmarket-specificknowledgeandup-to-dateinformationonjobopportunities,salariesandmarkettrends.TheycanalsoofferaninternationaloverviewofthelegalmarketthroughourallianceswithestablishedlegalrecruitersinEurope,Australia,

MERRILL LEGAL SOLUTIONSMerrillLegalSolutions(formerlyWordWaveInternational)ispartoftheMerrillCorporation,agloballitigationsupportcompany.MerrillspecialisesinprovidinghighqualityverbatimtranscriptionservicesfortheAsianregion,includingreal-timeandexpeditedcourtreportingservices.Merrillalsoprovidesfulldocumentmanagementservicesaswellasotherlitigationsupportservices.

Ourexpertiseensuresthatwearethepremierprovideroftranscriptionservicesforcourtmatters,arbitrationsandgovernmentinquiries.Asaresultwehavebeenappointedproviderforhigh-profilematterssuchastheHongKongEducationInquiry,HongKongAirportInquiry,NinaWangWillLitigation,theLatinDancingHearing,aswellasothercasesworldwideincludingtheDodiandDianainquestintheUK.

Ourgovernmentcontractsdivisionprovidesconsultancyandprojectmanagementfortheinstallationandmaintenanceofdigitalrecordingandtranscriptionsystemsincourtrooms.WearetheappointedprovideroftranscriptionservicesfortheHongKongHighCourtandcanofferdigitalrecordingandtranscriptionservicesinEnglishandotherlanguages.

Charlotte Pache, managing director, AsiaCharlottePachehasalegalbackgroundandworkedinlegalpublishingformanyyearsasaneditorandmanager,beforejoiningtheLondonofficein2000.

PAUL, WEISSPaul,Weiss,Rifkind,Wharton&Garrisonisaninternationallawfirmwithover500lawyersacrosstheglobe.Thefirmhasoneoftheworld’sleadingcommunicationsandtechnologypracticesandconsistentlywinsAsia’stop“IT/TelecommunicationsLawFirmoftheYear”award,inrecognitionofitsM&A,privateequityandregulatoryeffortsinthetelecommunicationsandITsectors.

OurknowledgeoftheregulatorylandscapeinGreaterChinaisrecognizedbyourpeersasbeingthebest–secondtonone.Thefirmrepresentsawidevarietyofprovidersandusersofcommunicationgoodsandservices,aswellasotherentitieswithinterestsincommunicationsandtechnologybusinessesandregulatorydecisionmaking.

Jeanette Chan, partnerTheheadoftheChinaPracticeGroupandtheAsiaCommunicationsandTechnologyPracticeGroup,JeanetteisapartnerinthecorporatedepartmentandrepresentstheBeijingoffice.

Jeanettehasextensivecorporateandregulatoryexperienceinrelationtotelecommunications,ITandmedia-relatedindustries,includingprivateequityinvestmentsinAsia,theestablishmentofinternationaljointventures,mergersandacquisitionsandforeigndirectinvestments,particularlyinthePRC.ShehasbeeninvolvedintheChinesetelecommunications,ITandmediamarketssince1994,whenthesemarketsfirstwereopenedtoforeigncompanies.

yacht sponsor

FEaTURE | higher education >>


What is more useful – a Masters in Law or Masters in Business? For some, the question is almost

crucial in determining a career path or professional development strategy. For professionals looking beyond a career in law, an MBA can prove beneficial. However, for others determined to ink their name with a title as partner, an LLM would be ideal. But as ALB finds, as long as you are keeping busy, either will always add value.

Benefits of an MBAThe ultimate goal in obtaining further qualifications, it seems, is to secure more favourable employment prospects. For legal eagles looking towards a career switch down the road, an MBA is seen as more useful than an LLM. Lawyers who have obtained an MBA often note that they have gained knowledge and skills beyond those offered in law courses and are now able to extend their level of service to clients. An MBA can help lawyers develop more ‘commercial’ solutions to problems, and enable them to better empathise with client needs. According to Jacqueline Keddie, managing consultant at legal recruitment firm, LawAlliance, an MBA holds more value for those lawyers moving towards a corporate role. “I have seen a number of our candidates who are lawyers go into financial institutions and undertake qualifications towards an MBA – which is perhaps more practical in their role compared to an LLM. Once they’re in – the fact that they know the business, they’re a known entity at the firm and have an MBA – they can successfully transfer across to the business side.”

But these benefits also come with the acknowledgement that gaining an MBA is not a sure fire way to hit the career jackpot. The law will

always be of primary importance, says Mohamed Malik, an associate Dean of business law & mass communication at Singapore’s TMC Educational Group. “The LLM is a viable commercial alternative to an MBA,” he says. “Gone are the days when the LLM was viewed as a qualification strictly for lawyers.” Malik argues that in today’s complex employment market, while there will always be a need for lawyers with multiple specialisations or a background across various industries, the law will always be central to these specialties.

Doreen Jaeger-Soong, director at recruitment firm Hughes-Castell Hong Kong, says the value of obtaining further qualifications depends largely on your position level. She advises that an LLM is helpful when combined with a licence to practise in other countries. “At the junior to mid-level an LLM is likely to bring greater benefit, especially if the lawyer is seeking to broaden the jurisdictions they wish to become competent to work in, such as a New York bar or UK bar,” she says. “At the very senior end, however, an MBA is probably of greater benefit, particularly if the lawyer is based in-house, in order to raise the level of commercial understanding, learning to read balance sheets, and so on.”

Crisis controlWhile the MBA vs LLM debate rages on in an employment market where recruitment prospects are considerably lower, competition between candidates is tougher and lay-offs seem imminent, it does not hurt to keep busy in the downturn. “Absolutely no education goes unwasted,” says Keddie. “At some point in time you may be in a position where your CV is being directly compared to another individual, and if all other variables are the same, the education aspect may potentially swing

it.” According to Keddie, while some may argue that further qualifications may not be important, it does speak louder on a CV than some may think in demonstrating commitment and achievement. “A recruiter might look at a CV and say, well an LLM might not add that much but what it does show is that this is someone who is prepared to do a little bit more.”

Although the costs of gaining higher education may seem hefty, those costs will inevitably pay off when the economy picks up. “If you’ve got a choice in 12 month’s time between someone who was unemployed and did nothing with that time, versus someone who knew the market was difficult but took the time to better their educational capabilities, it’s fairly obvious who an employer would view more favourably,” says Keddie. However, she is keen to advise against those considering leaving a stable position to pursue further education. “I wouldn’t suggest someone leaving a firm to do an LLM or an MBA in this market. But if you’re currently unemployed it will add value, because it shows a good bit of common sense in a difficult market, and you are potentially competing with others who hadn’t had that initiative.”

For those who do not have an MBA or an LLM however, on the job experience will always be an important factor. “As a recruiter, I do not for a moment think that an LLM or an MBA is any replacement for experience,” says Keddie. “I’ve never been in a situation where I have been asked, ‘don’t send me a person who doesn’t have an MBA or an LLM.’ But it’s something extra to add to your arsenal so that when you’re compared to another, you’re putting your best foot forward and giving everything you can.”

Do lawyers need an LLM or MBA?In the current employment market, some decisions can be crucial in determining your career trajectory. ALB weighs into one such debate: whether an MBA or LLM is more valuable

http://www.tmc.edu.sg

74

FEaTURE | M&A >>


EqUITy CapITal MaRkETs lIsTasia, including JapanJune 30 – July 27

NB: Does not include transactions valued at less than than US$10m, best efforts transactions and private placements

Issuer proceeds (UsDm)

Issue Date Currency Bookrunner(s) TF Macro Description

hONg kONg

Fushan Intl Energy Group Ltd 339 20/07/2009 HKD Credit Suisse,Deutsche Bank Materials

Franshion Ppty(China)Ltd 250 22/07/2009 HKD Citi, Deutsche Bank Real Estate

Wasion Group Holdings Ltd 84 22/07/2009 HKD Macquarie Group Energy and Power

SRE Group Ltd 64 30/06/2009 HKD Credit Suisse, Deutsche Bank Real Estate

Beijing Entrp Water Grp Ltd 33 10/07/2009 HKD DBS Asia Capital High Technology

China Solar Energy Hldgs Ltd 23 23/07/2009 HKD Kingston Securities High Technology

Capital Strategic Invest Ltd 22 7/07/2009 HKD Get Nice Investment Financials

Chigo Holding Ltd 21 9/07/2009 HKD First Shanghai Capital, Sun Hung Kai Securities Industrials

INDIa

Sterlite Industries(India)Ltd 1500 16/07/2009 USD JP Morgan, Morgan Stanley Materials

Tata Steel Ltd 500 21/07/2009 USD Citi, JP Morgan, Goldman Sachs, UBS Materials

Housing Dvlp & Infrastructure 353 2/07/2009 INR Macquarie Equities, JP Morgan, Kotak Mahindra Capital Real Estate

Tata Power Co Ltd 335 21/07/2009 USD JP Morgan, Goldman Sachs Energy and Power

Indiabulls Finl Svcs Ltd 200 20/07/2009 INR Morgan Stanley Financials

Bajaj Hindusthan Ltd 152 30/06/2009 INR CLSA ECM, Deutsche Bank Consumer Staples

GVK Power & Infrastructure Ltd 147 8/07/2009 INR JP Morgan, Macquarie Equities, Kotak Mahindra Capital, IDFC-SSKI Energy and Power

Educomp Solutions Ltd 124 8/07/2009 INR CLSA ECM Consumer Products and Services

Sobha Developers Ltd 111 30/06/2009 INR ENAM Financial Consultants,Morgan Stanley Real Estate

Suzlon Energy Ltd 108 20/07/2009 USD Citi, Deutsche Bank, Credit Suisse Industrials

Hindustan Construction Co Ltd 101 30/06/2009 INR Morgan Stanley Industrials

Suzlon Energy Ltd 94 21/07/2009 USD Deutsche Bank, Macquarie Bank Industrials

Emami Ltd 65 2/07/2009 INR Anand Rathi Securities, IndiainfolineConsumer Products and Services

REI Agro Ltd 38 23/07/2009 INR DSP, Merrill Lynch, RBS Consumer Staples

INDONEsIa

Bank Capital Indonesia Tbk PT 30 6/07/2009 INRH Danatama Makmur Financials

Garda Tujuh Buana Tbk 21 3/07/2009 INRH Bahana Securities Materials

Metropolitan Kentjana Tbk PT 20 3/07/2009 INRH PT Mandiri Sekuritas Real Estate

PT Nusantara Inti Corpora Tbk 15 9/07/2009 INRH Andalan Artha Advisindo Sekur Financials

JapaN

Mizuho Financial Group Inc 5858 15/07/2009 JPY Mizuho International plc Financials

Daiwa Securities Group Inc 2240 8/07/2009 JPY Daiwa Securities SMBC Financials

All Nippon Airways Co Ltd 1602 13/07/2009 JPY JP Morgan, Nomura International PLC Industrials

ORIX Corp 579 13/07/2009 USD UBS, Merrill Lynch, Morgan Stanley Financials

GS Yuasa Corp 366 21/07/2009 JPY Nomura Securities Industrials

COOKPAD Inc 33 7/07/2009 JPY Nomura Securities High Technology

MalaysIa

Berjaya Sports Toto Bhd 54 7/07/2009 MYR AmInvestment Bank Group Media and Entertainment

sINgapORE

Neptune Orient Lines Ltd 981 8/07/2009 SGD DBS Securities Singapore HSBC, JP Morgan, Morgan Stanley Industrials

Golden Agri-Resources Ltd 219 16/07/2009 SGD BNP Paribas SA, Credit Suisse, UBS Consumer Staples

Pacific Andes(Holdings)Ltd 144 16/07/2009 SGD Cazenove & Co , HSBC Consumer Staples

Verigy Ltd 120 9/07/2009 USD Morgan Stanley, JP Morgan High Technology

sOUTh kOREa

Samchuly Bicycle Co Ltd 38 2/07/2009 KRW Korea Investment & Securities Industrials

Mysco 22 24/07/2009 KRW Daewoo Securities Industrials

E&Tech Co Ltd 20 30/06/2009 KRW Eugene Invest High Technology

Bohong Co Ltd 16 16/07/2009 KRW Kiwoom Securities High Technology

FineTec Corp 15 23/07/2009 KRW Samsung Securities Materials

TaIwaN

Shin Kong Finl Hldg Co Ltd 375 22/07/2009 USD Goldman Sachs International, Morgan Stanley Financials

Chunghwa Picture Tubes Ltd 295 23/07/2009 USD RBS, UBS High Technology

Evergreen Marine Corp 76 15/07/2009 TWD SinoPac Securities Industrials

Tung Ho Steel Enterprise Corp 76 15/07/2009 TWD Fubon Securities Materials

Phytohealth Corp 25 2/07/2009 TWD Yuanta Securities Healthcare

Hai Kwang Enterprise Corp 11 21/07/2009 TWD Fubon Securities Materials

ThaIlaND

Sena Development PCL 10 20/07/2009 THB Kim Eng Sec Real Estate

FEaTURE | M&A >>


DEBT CapITal MaRkETs TRaNsaCTIONsasia, including JapanJune 30 – July 27

NB: Does not include transactions valued at less than than US$10m, best efforts transactions and private placements

Issuer proceeds (UsDm)

Issue Date Currency Bookrunner(s) TF Macro Description

hONg kONg

Bank of East Asia (Shanghai) 586 30/06/2009 CNY Bank of East Asia, Bank of China, China International Capital Financials

INDIa

IOC 411 16/07/2009 INR ICICI , AK Capital Services Energy and Power

Rural Electrification rp 207 22/07/2009 INR Standard Chartered Bk Energy and Power

Power Finance rp 108 6/07/2009 INR Barclays Capital, Standard Chartered Bk, ICICI , Yes Bank Financials

JapaN

HAROT 2009-3 1827 7/07/2009 USD Banc of America Securities LLC, Credit Suisse Financials

Japan Housing Finance Agency 1562 30/06/2009 JPY Daiwa Securities SMBC Government and Agencies

Mizuho rporate Bank 1174 21/07/2009 JPY Mizuho Securities Financials

Sumitomo Mitsui Banking rp 779 14/07/2009 JPY Daiwa Securities SMBC Financials


Japan Housing Finance Agency 547 23/07/2009 JPY Nomura Securities Government and Agencies

Resona Bank 538 9/07/2009 JPY Nomura Securities, Nikko Citigroup Financials



Dai Nippon Printing 528 24/07/2009 JPY Nomura Securities Media and Entertainment

Bank of Tokyo-Mitsubishi UFJ 430 9/07/2009 JPY Mitsubishi Financials

Mitsubishi rp 428 22/07/2009 JPY Mizuho Securities Industrials

JFE Holdings Inc 425 17/07/2009 JPY Mizuho Securities,Daiwa Securities SMBC , Nomura Securities Materials

Daikin Industries 421 23/07/2009 JPY Daiwa Securities SMBC Industrials

Metropolis of Tokyo 416 3/07/2009 JPY Daiwa Securities SMBC Government and Agencies

Indonesia Republic 374 21/07/2009 JPY Nomura Securities, Daiwa Securities SMBC , Mitsubishi Government and Agencies

Tokyo Electric Power Inc 324 8/07/2009 JPY Mizuho Securities Energy and Power

Tokyo Electric Power Inc 324 8/07/2009 JPY Nomura Securities Energy and Power

East Japan Railway 321 14/07/2009 JPY Daiwa Securities SMBC, Nomura Securities Industrials

Mitsubishi rp 321 22/07/2009 JPY Mizuho Securities Industrials

Honda Finance 320 16/07/2009 JPY Mitsubishi , Nomura Securities Financials

Panasonic Electric Works 319 17/07/2009 JPY Nikko Citigroup , Daiwa Securities SMBC Industrials

Kansai Electric Power Inc 318 15/07/2009 JPY Mizuho Securities Energy and Power

SoftBank rp 318 15/07/2009 JPY Daiwa Securities SMBC High Technology



MalaysIa

Cagamas Berhad 320 7/07/2009 MYR CIMB Investment Bank Bhd, RHB Investment Bank Bhd Financials

MISC Bhd 284 27/07/2009 MYR AmInvestment Bank Group, CIMB Investment Bank Bhd, HSBC Industrials

MISC Bhd 280 16/07/2009 MYR HSBC Industrials

phIlIppENEs

Energy Development rp 150 1/07/2009 PPE BDO Capital Investment rp Energy and Power

ADB 126 8/07/2009 SAR Daiwa Securities SMBC Europe Government and Agencies

ADB 105 8/07/2009 TKL Daiwa Securities SMBC Europe Government and Agencies

kOREa

Export-Import Bank of Korea 1491 7/07/2009 USD Barclays Capital, Credit Suisse, Deutsche Bank, Merrill Lynch, Morgan Stanley Financials

KNOC 993 23/07/2009 USD Bank of America Merrill Lynch, Barclays Capital, BNP Paribas SA, Deutsche Bank , JP Morgan, Korea Development Bank Energy and Power

Woori Bank 797 27/07/2009 USD Bank of America Merrill Lynch, HSBC, Morgan Stanley, Nomura Securities, RBS, Woori Securities Financials

KOGAS 496 9/07/2009 USD Bank of America Merrill Lynch, Deutsche Bank, JP Morgan Energy and Power

KEP 494 13/07/2009 USD HSBC Securities Inc, Morgan Stanley, RBS, Goldman Sachs & Energy and Power

Suhyup Bank 297 14/07/2009 USD BNP Paribas SA, Standard Chartered Bank PLC, UBS Investment Bank Financials

Kookmin Bank 185 13/07/2009 KRW HI Investment & Securities Financials

Hana Bank 182 3/07/2009 KRW Kiwoom Securities Financials

TaIwaN

Taipower 396 16/07/2009 TWD Yuanta Securities Energy and Power

Formosa Chem & Fibre rp 170 10/07/2009 TWDYuanta Securities, Polaris Securities, Masterlink Securities, Taiwan Securities, Fubon Securities, Grand Cathay Securities rp, Capital Securities rp,Cathay Securities Investment

Consumer Staples

ThaIlaND

PTT PCL 1029 17/07/2009 THBBangkok Bank, Kasikornbank PCL, Krung Thai Bank, Siam mmercial Bank PLC, Bank of Ayudhya Plc, Siam City Bank , Standard Chartered Bank, Thanachart Securities PCL, TIS Securities , TMB Bank PCL, CIMB-GK Securities

Energy and Power

PRIVATE PRACTICE IN-HOUSE

Please contact James Garzon at (852) 2521 0306 or email [email protected]

Please contact Jacqueline Keddie at (65) 6829 7155 or email [email protected]

HONG KONG OFFICE

SINGAPORE OFFICE.

www.law-alliance.comVisit our website to see the latest in-house and private practice vacancies worldwide

RESTRUCTURING – HONG KONG

Are you seeking a challenging role to work in a diverse spectrum of restructuring and insolvency matters? Good work/life balance with consistent hours and friendly working environment. You will be admitted in a Commonwealth jurisdiction and have experience in contentious or non-contentious insolvency and restructuring related work. You will have strong client relationship skills and solid technical skills. (PTTS2169) 3-5 YRS PQE

ENERGY – HONG KONG

US law firm seeks junior energy lawyer, who is fluent in Mandarin, to join its growing team. Considerable client contact and opportunity to be involved in business development. You will work with some impressive blue chip clients on complicated and stimulating energy deals. Exceptional career prospects for a bright, ambitious lawyer and excellent mentoring on offer from a highly regarded partner. (PTTS2163) 1-3 YRS PQE

KOREAN SPEAKING LAWYER – HONG KONG

International law firm seeks corporate /finance lawyer, who is fluent in Korean, to work on a variety of corporate & finance related matters. Friendly working environment and impressive client base. You will work closely with a leading partner and receive first class mentoring. You will be US or UK qualified and presently be working with an international law firm or a leading Korean firm. Attractive package on offer. (PTTS2174 ) 3-6 YRS PQE

M&A – TOKYO

Leading US law firm requires experienced M&A lawyer to join its growing team. The successful candidate will have significant cross border M&A experience acquired within a well regarded international law firm. Japanese language skills are essential. Exceptional remuneration package on offer and opportunity to work closely with one of Tokyo’s leading M&A partners in prestigious firm. (PTTS2170) 5 YRS+ PQE

APAC LEGAL COUNSEL – GLOBAL ICON – HONG KONG

Our client is a global leader and a household name in every leading capital market. It is inviting a lawyer to manage their legal function for the entire APAC region. You will overlook a broad range of matters such as regulatory, corporate, litigation, data protection, employment, corporate governance, and compliance matters. Multi-jurisdictional intellectual property, corporate and regulatory experience essential. (ISJG1141) 5 YRS+ PQE

PRIVATE BANKING – HONG KONG

This prestigious private wealth management institution, is looking for a mid-level lawyer to join its team. Reporting to the Head of Legal for Asia, you will support all areas of the business and its private clients. You should be HK qualified with experience in derivatives or a background in banking & finance. Fluency in Mandarin would be ideal. Interesting work and an opportunity to gain exposure to the business side. (IS1058) 5 YRS+ PQE

GENERAL COUNSEL & COMPANY SECRETARY – HONG KONG

Our client is a listed conglomerate and they are seeking a lawyer to head their legal and company secretarial team. You will be advising on corporate transactions; handling various disputes; participate in contractual negotiations and oversight efforts in corporate government matters. Prior in-house experience acquired within a listed company is essential and fluency in Mandarin is preferred. (ISEW1150) 8 YRS+ PQE

SENIOR REAL ESTATE – SHANGHAI

We have been instructed by a prestigious name in the international real estate market, who now have an opening for a senior lawyer with an impressive real estate finance background. Fluency in Mandarin and direct PRC experience is essential. This role will require you to be hands-on in executing transactions that include financing and FDI work. An enticing remuneration package is on offer for the successful candidate. (IS1131) 10 YRS+ PQE

C

M

Y

CM

MY

CY

CMY

K

9.8_la_alb_hk hi-res.pdf 7/22/09 12:08:36 PM

http://www.law-alliance.com

www.hughescastell.com

In-houseHead of Compliance (10-15 yrs exp) Hong Kong Be responsible for managing and developing the compliance program in the APac region for matters relating to anti-bribery and conflict management. Global investment bank needs a senior-level manager to have significant interaction with legal and compliance colleagues from other regions. Must have good understanding of international financial markets, APac regulatory environment and investment banking compliance; ideally, with litigation experience. Ref: 8227/AB

Asia-Pacific Senior Regulatory Counsel (8-15 yrs pqe) Hong Kong This global company and household name is seeking a senior lawyer to join their organization based in HK. Covering all of Asia including Japan, the role is a key hire, providing ongoing advice to regional management and the relevant business units, including analytical functions as well as product, sales and marketing, finance and tax functions on regulatory matters. Managing a small team, you will be the main driver on all policy related issues, assist with new businesses and build strong relationships with internal and external parties. You should have excellent interpersonal skills, combining diplomacy and authority with a strong talent for communication and people management. Working side-by-side with the Asia Head of Compliance, you should have knowledge and experience in areas such as capital markets, financial products or insurance. Fluent Mandarin will be a distinct advantage. Ref: 7615/AB

Head of IP Protection for Asia-Pacific (8+ yrs pqe) Hong Kong A unique chance for an experienced IP lawyer to fill a leadership role with this very exclusive and prestigious luxury brand. The role will lead the company’s IP activities in APac including: assist in designing and improving existing anti-counterfeiting programs; taking charge of IP issues such as registration and opposition; liaising with outside parties such as external counsel and investigators. A HK solicitor is preferred. Excellent management abilities, superb communication and presentation skills are required. Strong experience in China, which will constitute a large part of the portfolio, is mandatory, and Mandarin language skills are essential. This is a key role for this high profile brand and responsibilities and package will be commensurate. Ref: 8238/AB

Compliance Professional (5 yrs exp) Hong Kong Regional bank needs someone to assist the Head of Compliance in advising management on compliance and anti-money laundering issues. Must have professional accounting qualification and solid experience from consumer/commercial banking, with a background of compliance or audit. Good communication and interpersonal skills are needed along with fluent English and native Cantonese or Mandarin. Ref: 8245/AB

LONDON • PARIS • BEIJING • HONG KONG • SINGAPORE • BRISBANE • MELBOURNE • PERTH • SYDNEY • AUCKLAND • WELLINGTON

HONG KONGTel: (852) 2520 1168 Fax: (852) 2865 0925 Email: [email protected]

SINGAPORETel: (65) 6220 2722 Fax: (65) 6220 7112 Email: [email protected]

Private PracticeSenior Associate (6+ yrs pqe) Beijing Specializing in oil and gas, this position needs someone with M&A expertise to join a well known US law firm. A corporate background is needed, and those who have managed M&A deals in related fields such as natural resources, energy, and/or mining are welcome to apply. Project finance exposure is also a benefit. Native level English is required, and Mandarin is an asset. Ref: 8243/AB

Senior Associate (5+ yrs pqe) Tokyo Top Wall Street firm is seeking a senior-level associate with a proven track record and solid corporate experience. With the support of a friendly team and industry leading partners, grab this opportunity to move into a top firm. In this role, you will join the mergers & acquisitions group. Significant experience in cross-border transactions is desired. Excellent written and spoken Japanese is essential. Ref: 8255/AB

Insolvency Litigator (2-6 yrs pqe) Hong Kong US law firm is seeking a bright attorney to work in the Hong Kong office. To be considered, you need to be admitted in Hong Kong and have proven experience as an insolvency litigation lawyer gained from a reputable firm. The work will involve both contentious and non-contentious insolvency work. Ref: 8230/AB

Associate (3-5 yrs pqe) Beijing Candidates are highly sought to join an international firm. PRC qualification and US bar are mandatory with a JD or LLM from a US school. General corporate commercial experience is desired in practice areas such as, M&A, FDI, banking/finance, project finance and/or oil/gas. For this role, native level Mandarin and good English are paramount. Ref: 8244/AB

Attorney (3+ yrs pqe) Hong Kong Seeking a Korean speaking lawyer to join this leading international law firm. International firm experience is required with a corporate background. Fluency in written and spoken Korean and excellent English skills are required. Excellent remuneration on offer. Ref: 8260/AB

Capital Markets Lawyer (2-3 yrs pqe) Hong Kong Mid-level lawyer with capital markets experience from leading international firms is sought by this prestigious firm. Experience in equity capital markets and structured products is essential. Ideally, candidates have UK qualification. Mandarin language skills would be an advantage. Ref: 8259/AB

Entry-level Associate Tokyo Award-winning international firm has need for an entry-level lawyer to join their corporate practice group in Tokyo. Candidates must have a JD degree from a US law school. You should have outstanding academics and experience from a US or UK firm. It is mandatory for applicants to have native level Japanese language skills. Ref: 8256/AB

Career moves should not be risky.

ALB ad Aug09 Risky.indd 1 7/22/2009 12:08:20 PM

http://www.hughescastell.com

http://www.litsupport.com.au

Taylor Root acts as an employment agency for permanent roles and an employment business for temporary roles.Taylor Root aims to promote diversity and equal opportunity through its work – we monitor and evaluate our performance on a regular basis.

Environmental CounselGreater China Beijing Based

Hewlett Packard is a leading global technology company and a householdname within the computing and printing industry. The company has beenestablished in China for 30 years and is widely recognised as a pioneer ofthe IT industry within the region. In line with continued growth throughoutthe APAC region, there now exists an exciting role for a mid to senior levellawyer to take up the position of Environmental Counsel for Greater China.

Based in Beijing, the successful candidate will provide legal support tothe business on a wide range of environmental issues. They will respondto customer inquiries and supply chain issues and help manageresponsibilities in relation to materials restrictions, waste and end-of-life products, energy efficiency requirements, green procurementrequirements (with particular emphasis on the public sector), eco-labelschemes, import/export regulations, dangerous goods regulations, andpackaging and labelling requirements. The candidate will be expected toliaise with the relevant regulatory authorities and be able to reviewindustry standards.

The ideal candidate will have 6-10 years’ legal experience, preferablygained with an international law firm or in-house with a reputable MNCin China. Ideally they will have focused on environmental law withinChina and will be familiar with the relevant regulatory framework.Previous experience liaising with the environmental governing bodies isdesirable. Candidates with a more general commercial background but astrong interest in environmental law issues will also be considered. Thesuccessful candidate will be fluent in Mandarin and English, written andspoken, and have strong communication skills, and preferably will havegained an overseas higher qualification.

For a confidential discussion regarding this opportunity, pleasecontact our exclusively retained consultant Liam Richardson on +852 2973 6333, email [email protected] or write to him at Taylor Root, 1918 Hutchison House, 10 Harcourt Road,Central, Hong Kong.

ALB Website* 82,418 users last month* 203,968 page views last month * 42,617 subscribers to weekly eNewletter* 563 stories posted last month* 2418 stories archived

ALB eMagazines * 12,812 readers ALB Singapore eMag in June* 11,821 readers ALB Hong Kong eMag in June* PLUS 18,332 hard-copy subcribers

ReadthelatestissueofALBonlineatwww.legalbusinessonline.com

http://www.taylorroot.com.hk

http://www.legalbusinessonline.com

80

Sign off >>


When the going gets tough...

Art case puts online copyright into spotlight

Rothschild, Freshfields in spotlight over slave claims

White & Case, DLA raided in Moscow

Lawyers get lucky over phone hacking claims

Wikipedia may have to learn the hard way that you should always ask before borrowing.

The National Portrait Gallery in London is set to sue Wikipedia over claims that 3,000 images from the gallery’s website were uploaded onto the online encyclopedia site, without the gallery’s permission.

The complicated case brings online copyright laws into question. The gallery is claiming that English copyright laws were broken, but as England does not share the same copyright laws as the US – and Wikipedia is based in San Francisco – it is unclear which laws apply. The fact that Wikipedia has only 23 staff, no corporate structure and works on an open source, collaborative approach only makes the case more of a challenge.

According to new research, the 19th century founders of British investment bank Rothschild and top law firm Freshfields may have engaged in business linked to the slave trade.

The Financial Times reported that documents from Britain’s national archives revealed that Nathan Mayer Rothschild had allowed the use of slaves as collateral in banking dealings with a slave owner, while Freshfields’ founding

partner James William Freshfield acted as a trustee in deals involving Caribbean slave plantations.

Academics at University College London are studying the documents, which prove controversial in the US (home to both firms), where numerous banks and other bodies have been pressured to make amends for profiting from slavery. Both organisations have pointed to their anti-slavery credentials.

The Moscow offices of White & Case and DLA Piper were raided recently by Russian authorities in connection with a fraud investigation, with police reportedly seizing documents in several different business locations, according to The Moscow Post.

The searches are believed to have been related to client activities – in connection with an $87.5m (£53.9m) fraud case and a related conflict between owners of the Hotel Moskva – and did not involve the firms themselves.

had paid out more than £1m to settle legal cases that threatened to reveal phone hacking and other illegal action taken by its journalists.

The allegations against News International raise serious questions

about privacy laws and reporting techniques, and the article has led a number of celebrities and politicians to seek advice on potential legal action, with lawyers happily reaping the results.

A recent wave of tabloid phone hacking allegations are giving litigation lawyers something to smile about.

The furore began when The Guardian revealed that Rupert Murdoch’s empire News International

Apparently the firm got the memo that junior lawyers were recently polled (Association of Graduate Recruiters Summer Survey, published 6 July) as some of the highest paid graduates, despite the recent pay freezes and cuts plaguing top commercial law firms – and has decided to do something about it.

The firm recently dropped the starting salary of newly qualified lawyers in its London offices by 5.5% to £85,000, becoming the latest law firm to put such measures in place under pressure from the recession.

Addleshaw Goddard, on the other hand, recently rolled out a flexible working scheme, following a 95% vote from fee earners in favour of the plans.

The scheme, which began in July, will run for a 12-month period and will see some of the firm’s fee earners switch to a four-day week in return for 85% of pay.

The firm has also encouraged sabbaticals and the buying of additional holiday, where fee earners can take additional leave in blocks of four, eight, 12 and 26 weeks and enjoy 30% of salary during the break.

Take a holiday. Or at least that’s what UK firm Cadwalader, Wickersham & Taft are suggesting to their employees.

The firm recently initiated an alternative to layoffs, offering 34 lawyers from the capital markets and real estate finance groups a paid “one year, unrestricted sabbatical”.

The sabbatical strategy allows Cadwalader lawyers the option of taking one-third of their salary plus medical benefits spread over the next year for an indefinite sabbatical, giving the firm time to try to match lawyers up with clients and not-for-profit organisations.

It’s a different story if you’re working at Weil Gotshal & Manges though.

http://www.legalfutures.com

http://www.emiratesadvocates.com

Documents

Asian Legal Business (Northern Asia) Aug 2009