Asian Legal Business August 2015

JAPA N L AW AWARDS: M ORI HAM ADA , A N D ER S O N M OR I A N D SI M P S O N T H ACH ER S H I N E

AUGUST 2015 ASIA EDITION

MCI (P) 178/01/2015 issn 0219 – 6875 KDN PPS 1793/07/2013(025520)

CELEBRATING THE REGION’S FINEST CORPORATE LEGAL TEAMS THE C-WORD

Companies tackle corruption minefields

EXPANSION PLANS Bae, Kim & Lee eyes ASEAN and beyond

HK LAW AWARDS

The full list of finalists unveiled

INSIDE n BIG STORY

3

n LEAGUE TABLES

4

n DEALS

PAGE 16

PAGE 20

PAGE 50

n APPOINTMENTS

6 14

DATE: 10 SEPTEMBER 2015 LOCATION: SINGAPORE

SE ASIA IS READY TO BUILD

Crucial in achieving the ambitious goals of the ASEAN Economic Community (AEC) is cooperation in infrastructure development for physical connectivity. With institutional aid coming from multinationals such as the ASEAN Infrastructure Fund of Asian Development Bank and the coming into force of the Asian Infrastructure Investment Bank, more investment opportunities await in this promising region.

The 2nd ALB SE Asia Project Finance Conference will once again gather the movers and shakers of the region’s booming infrastructure, energy and transportation sectors to tackle the endless opportunities in SE Asia’s amidst its stifling burueacracy and regulatory uncertainty.

WHY YOU SHOULD ATTEND • Position yourself as an internationally acclaimed leader at a conference which bridges Project Finance efforts between investors, lenders, borrowers, and regulators in Southeast Asia • Explore new commercial opportunities with the budding model of the project bond market, and the potential new benefits of financial integration • Meet and partner with major project sponsors, multilateral agencies, funders, and bankers from across the region • Gain insight into successful PPP strategies and prevail over the challenges of the region’s deficit in promising compelling returns to investors • Learn new trends in structuring project finance deals, managing a wide spectrum of risks, and counselling amidst Asia’s regulatory uncertainties KEY TOPIC HIGHLIGHTS • The role of multilaterals and the coming into force of the Asia Infrastructure Investment Bank • ASEAN Economic Community: promoting infrastructure development for physical connectivity • The challenges of investing on a successful PPP project in the region • Updates on energy and recent projects in oil, gas and the renewables sector • Myanmar and its infrastructure needs as a new frontier • Political risks in Asia - issues of breach in contract, unstable regulatory environment, expropriation, terrorism, corruption etc.

• Ideal Project Finance Lawyer: How to work with a good project finance lawyer

KEY SPEAKERS INCLUDE

CHRISTOPHER STEPHENS General Counsel Asian Development Bank

MARK LESLIE Chief Executive Officer The Alternative Energy Corporation

SHEHARYAR CHUGHTAI Vice President, Project Finance – Asia Pacific Korea Development Bank

ALLARD NOOY Chief Executive Officer InfraCo Asia Development Pte. Ltd.

COSETTE CANILAO Executive Director PPP Philippines

VALERY TUBBAX Head of Power & Infrastructure Advisory Sumitomo Mitsui Banking Corporation

JAMES CAMERON Managing Director, Head of Project HSB C

JIN TEIK OONG Chief Operating Officer Singapore Sports Hub

RICHARD MICHAEL Executive Vice President & Head of Private Clients Advisory Indonesia Infrastructure Finance

LAURENT MARGOLOFF Director of Project Finance - Asia BNP Paribas

MARK MOSELEY Lead Lawyer Public Private Partnership World Bank

MICHAEL READING Chief Operating Officer Orka Energy

To book please visit https://www.regonline.com/projectfinance2015 Book 5 delegates and save an additional 20%. For further information on delegate places, or if you are interested in speaking, please contact Prince Gregorio on prince.gregorio@thomsonreuters.com or call (632) 789 5328 http://www.legalbusinessonline.com/conferences/project-finance-conference-2015

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CONTENTS

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1

“INDONESIA

38 REUTERS/Yuya Shino

COVER STORY

ALB Asia In-House 25

Today’s in-house teams are more than just providers of legal advice. they are now an integral part of any company, assessing risk, helping make business decisions, and negotiating some critical deals while keeping the company safe from harm. And highlighting this everevolving role of in-house counsel is the inaugural ALB In-House 25, which showcases the fine work that in-house teams are doing across the region. The list was selected on the basis of submissions from inhouse teams, wins at ALB’s various law awards across Asia, and also market feedback.

22

HAS PROVIDED TRANSACTIONS AND SUBSEQUENT RESTRUCTURING WORK REQUIRING OFFSHORE ADVICE, AS WELL AS BONDHOLDER DISPUTES. THE USE OF BVI ENTITIES AS HOLDING VEHICLES

BY CONGLOMERATES IS COMMON IN INDONESIA AS IS THE USE OF BVI AND CAYMAN TRUSTS FOR WEALTH PROTECTION AND ESTATE PLANNING.”

Mark Western, Maples and Calder

FE AT URES In-house section: Clearing house

As Asian countries roll out or step up their anti-corruption efforts, what should companies do to ensure compliance and sidestep potential minefields? Eileen C. Ang finds out

‘It makes complete sense to think about expanding globally’

16

20

Sky (Sih Kyoung) Yang, senior partner, and Matthew Christensen, senior foreign attorney at Korean firm Bae, Kim & Lee, speak to Kanishk Verghese about the firm’s recent expansion in Asia and the Middle East, its key focus areas in the region, and its Korea strategy as the market opens up to foreign law firms

Offshore advantages

As business booms across the Asia-Pacific region, the need for offshore financial centres is on the rise, finds Christopher Horton

A resurgent Japan?

Japanese companies are actively shopping for acquisitions abroad to foster future growth, while at home, the IPO market is

28

38

poised to raise in excess of $17 billion this year, and reforms are expected to boost investor confidence. Kanishk Verghese reports

‘We must be the go-to firm’

42

ALB Japan Law Awards 2015

44

Shardul Shroff, executive chairman of Shardul Amarchand, speaks to Ranajit Dam about the transition from the legacy Amarchand Mangaldas, his vision for the firm, and how it is looking to attract and retain the best talent as the war for lawyers heats up Mori Hamada & Matsumoto, Simpson Thacher & Bartlett and Anderson Mori & Tomotsune stood out among the crowd at the 2015 Japan Law Awards on June 18, taking home some of the most coveted awards including the Japan Law Firm of the Year, International Deal Firm of the Year and Managing Partner of the Year.

The Macallan ALB Hong Kong Law Awards 2015 The full list of finalists unveiled for the awards, which will be held on Sep. 11

28 NEWS BRIEFS

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— — — — — —

The Big Story League Tables Deals Spotlight News Regional Update Appointments

3 4 6 8 12 14

2

EDITORIAL

PUBLISHER Amantha Chia amantha.chia@thomsonreuters.com MANAGING EDITOR Ranajit Dam ranajit.dam@thomsonreuters.com DEPUTY EDITOR Kanishk Verghese kanishk.verghese@thomsonreuters.com ASSOCIATE EDITOR Eileen Ang eileen.ang@thomsonreuters.com JOURNALIST Shangjing Li shangjing.li@thomsonreuters.com COPY EDITOR Karuna Jainpalli karuna.jainpalli@thomsonreuters.com CONTRIBUTOR Christopher Horton SENIOR DESIGNER John Agra john.agra@thomsonreuters.com TRAFFIC / CIRCULATION MANAGER Rozidah Jambari rozidah.jambari@thomsonreuters.com ACCOUNT MANAGERS Shyanne Chen Advertising Sales Manager (Indonesia and Malaysia) (65) 6870 3253 shyanne.chen@thomsonreuters.com

ASIAN LEGAL BUSINESS AUGUST 2015

CELEBRATING

IN-HOUSE I

f there is one distinct trend that the legal industry has experienced the world over in the last decade, it has been evolution of the role that in-house lawyers play, and consequently how they are perceived. Far from being as a dead-end career, an inhouse role today is seen as both rewarding and fulfilling – not to mention offering better hours – which might explain why so many accomplished lawyers are swapping law firms for companies. In-house lawyers find they can get much closer to the business, deliver much more focused advice and help mitigate risk long before the crisis actually happens. And as more companies look to reduce their dependence on external counsel, the market for in-house lawyers is booming as well.

Usually ALB’s rankings and list showcase the top law firms, but in this issue, we are going the in-house route with the inaugural ALB Asia In-House 25. The ranking celebrate 25 teams across the region that are doing excellent work – not only providing legal advice, but meeting corporate compliance and regulatory obligations, conducting internal investigations, structuring transactions, managing litigation and balancing the dual roles of trusted business advisor and guardian of the ethical and reputational capital of the enterprise. By recognising their good work, we hope to raise the in-house profile even further.

Henry Cheng Account Manager (Hong Kong, Korea) (852) 2847 2016 henry.cheng@thomsonreuters.com Yvonne Cheung Account Director (China) (852) 2847 2003 yvonne.cheung@thomsonreuters.com Vishal Mahtani Sales Manager (Hong Kong, Japan) (852) 2847 2021 vishal.mahtani@thomsonreuters.com Amy Sim Sales Manager (Japan, Singapore, Taiwan) (65) 6870 3348 amy.sim@thomsonreuters.com

RANAJIT DAM Managing Editor Asian Legal Business Thomson Reuters ranajit.dam@thomsonreuters.com

Sardor Yangibayev Sales Executive (Philippines, Singapore, Thailand, Vietnam) (65) 6870 3190 sardor.yangibayev@thomsonreuters.com SENIOR EVENTS MANAGER Julian Chiew julian.chiew@thomsonreuters.com SENIOR AWARDS AND OPERATIONS MANAGER Tracy Li tracy.li@thomsonreuters.com SENIOR RESEARCH AND CONFERENCE MARKETING MANAGER Trang Chu Minh chuminh.trang@thomsonreuters.com

ASIAN LEGAL BUSINESS is available by subscription. Please visit WWW.LEGALBUSINESSONLINE.COM for details.

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.

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BRIEFS

08.2015

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INSIDE LEAGUE TABLES 4 / DEALS 6 / NEWS 8 / REGIONAL UPDATE 12 / APPOINTMENTS 14

the big story

Fertile ground THE FIRST LEGAL-TECH STARTUPS HAVE BEGUN SPROUTING IN ASIA. IT’S ONLY A MATTER OF TIME BEFORE THEY REALLY BEGIN TO BRANCH OUT ACROSS THE INDUSTRY

By RANAJIT DAM

I

nherently a traditional industry, legal hasn’t always seen eye-to-eye with technology. While the old-fashioned image of crusty lawyers poring over musty books is probably no longer valid, the legal sector remains one of the slowest when it comes to moving with the times, but that is changing.

The startup scene that spawned some of the technology giants of today may not be synonymous with legal-related services, but the West has already seen the growth of legaltechnology firms like LegalZoom and Recommind. And the first seeds of legal tech are now being sown in Asia with the emergence of startups like LawCanvas and Dragon Law. Both firms aim to offer customised legal document templates to SMEs, thus reducing the time and cost spent, not to mention the confusion experienced by small, first-time users of legal services. As Daniel Leong, co-founder of the Singapore-based LawCanvas, points out: “The market rate for a website’s terms of service to be prepared by a lawyer is about S$3,000 [$2200]. If you’re starting out with S$10,000 for your new business, it doesn’t quite make sense to be spending 30 percent of that on some-

thing that doesn’t bring in revenue.”

These costs, combined with a lack of familiarity, as well as poor understanding of when and how to access legal resources, leads SMEs to use limited formal legal support, explains Emmanuel V. Pitsilis, cofounder of Dragon Law. “As a result, many remain exposed to legal risk and their owners and managers spend a disproportionate amount of time on legal and contract issues about which they have little formal training.”

But it’s not just the lower costs and time saved that are the major draws; the fact that clients have access to actual lawyers as well should make these services attractive.

LawCanvas’s legal document templates are drafted by local lawyers, while Dragon Law, which has a presence in Hong Kong and Singapore, says it works with “several topnotch law firms” to ensure clients “can get access to timely advice when they need it.”

In that way, these companies aim to fill a gap in the legal-services sector instead of competing with traditional legal-service providers. “Dragon Law does not and does not intend to provide legal advice,” says

Pitsilis. “Our end-to-end service puts us at the center of an ecosystem of firms providing different types of services to clients.”

That’s not to say that all law firms are receptive to the idea. “‘Old school’ factions think that we’re ‘trying to practice law online’ or even take business away from them – it really depends on their level of receptivity towards new ways of doing things,” says Leong.

That level of receptivity is going to be key over the next few years because there are a lot of areas within the legal-services sector that require better solutions than what are currently available, and there could be more companies looking to fill those gaps. If the U.S. is taken as an example, aside from affordable legal documents, we could see technology startups looking to offer lawyer networks (connecting lawyers to potential clients in the vein of Uber), discovery and litigation analytics, contract analysis and management and law firm automation.

With its massive market of potential clients (not to mention the sheer number of lawyers), Asia might be set to lead the way in legal technology.

briefs

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ASIAN LEGAL BUSINESS AUGUST 2015

NORTH ASIA LEAGUE TABLES

MERGERS & ACQUISITIONS SNAPSHOT LEAGUE TABLES

I. LEAGUE TABLEAnnounced - NORTH ASIA LEGAL AND FINANCIAL RANKINGS CHINA M&A Legal Rankings NORTH ASIA Announced M&A Legal Rankings - Based on Value Value No. of Market Legal Advisor (US$mln) Deals Share Rank 1 Freshfields Bruckhaus Deringer 127,626.7 29 19.8 2 Skadden 82,267.8 33 12.8 3 Linklaters 79,987.9 18 12.4 VALUE 4 Stikeman Elliott 46,217.2 6 7.2 ($mln) 5 Guantao Law Firm 46,115.1 2 7.2 6 Allens 45,415.8 2 7.0 DEALS: 25 MARKET SHARE: 6.1 7 Bennett Jones 45,410.8 1 7.0 8 Kim & Chang 41,798.3 60 6.5 9 Bae Kim & Lee 26,790.7 31 4.2 VALUE MARKET 10 Herbert LEGAL Smith Freehills 23,487.5 18 3.6 RANK ADVISOR DEALS ($MLN) SHARE (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

SKADDEN

2 King & Wood Mallesons II.3LEAGUE TABLEBruckhaus - LEGAL Deringer Freshfields CHINA Announced M&A Legal Rankings 4 Kirkland & Ellis

17,753.9

35

4.7

16,673.2

11

4.4

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

JAPAN ANNOUNCED M&A LEGAL RANKINGS

JAPAN Announced M&A Legal Rankings Rank 1 2 3 4 5 6 7 8 9 10 RANK

2 (*tie)

Value No. of Market (US$mln) Deals Share Mori Hamada & Matsumoto 17,738.7 67 19.8 Freshfields Bruckhaus Deringer 14,155.4 9 15.8 Debevoise & Plimpton 13,509.7 5 15.1 VALUE Simpson Thacher & Bartlett 11,698.0 3 13.1 ($mln) Nishimura & Asahi 10,958.2 46 12.3 Sidley Austin LLP 10,611.8 3 11.9 DEALS: 67 MARKET SHARE: 19.8 Skadden 9,217.1 5 10.3 Nagashima Ohno & Tsunematsu 8,624.5 52 9.6 Sullivan & Cromwell 8,456.9 8 9.5 VALUE MARKET Willkie Farr & Gallagher 7,540.9 2 8.4 LEGAL ADVISOR DEALS ($MLN) SHARE

Legal Advisor

MORI HAMADA & MATSUMOTO

Freshfields Bruckhaus Deringer 14,155.4 9 withdrawn15.8 Based on Rank Value incl.

Net Debt of announced M&A deals (excluding M&A)

II.3LEAGUE TABLE - FINANCIAL Debevoise & Plimpton CHINA Announced M&A Financial Rankings 4 Simpson Thacher & Bartlett

13,509.7

5

15.1

11,698.0 3 13.1 Value No. of Market Financial Advisor 5 10,958.2 46 12.3 (US$mln) Deals Share Rank Nishimura & Asahi JP Morgan 29,600.2 12 7.9 6 1 Sidley Austin LLP 10,611.8 3 11.9 2 Morgan Stanley 24,286.9 24 6.5 7 Skadden 9,217.1 5 10.3 3 Somerley 19,044.5 20 5.1 8 4 Nagashima && Tsunematsu 8,624.5 52 9.6 Goldman Ohno Sachs Co 16,855.9 15 4.5 Southwest Securities Co Ltd 16,701.0 30 4.5 9 5 Sullivan & Cromwell 8,456.9 8 9.5 6 Guotai Junan Securities 16,485.2 18 4.4 10 7 Willkie Farr & Gallagher 7,540.9 2 8.4 Huatai Securities Co Ltd 15,293.8 37 4.1 8 Deutsche Bank 15,056.3 12 4.0 (*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) 9 Citi 14,900.0 14 4.0 10 CITIC 14,498.5 23 3.9 (*tie)

FRESHFIELDS BRUCKHAUS DERINGER

2

15,752.2 7 of 4.2 Value No. Market Legal Advisor (US$mln) Deals Share Rank Grandall Law Firm 5 14,414.8 31 3.8 Skadden 22,853.1 25 6.1 6 1 Jun He Law Offices 11,649.3 13 3.1 2 King & Wood Mallesons 17,753.9 35 4.7 7 3 Linklaters 11,095.3 5 3.0 Freshfields Bruckhaus Deringer 16,673.2 11 4.4 Kirkland & Ellis 15,752.2 4.2 8 4 Clifford Chance 10,826.1 87 2.9 5 Grandall Law Firm 14,414.8 31 3.8 9 Jingtian & Gongcheng 10,633.0 10 2.8 6 Jun He Law Offices 11,649.3 13 3.1 10 7 Latham & Watkins 10,431.9 75 2.8 Linklaters 11,095.3 3.0 8 Clifford Chance 10,826.1 8 2.9 (*tie) Based onJingtian Rank Value including Net Debt of announced M&A deals (excluding M&A) 9 & Gongcheng 10,633.0 10withdrawn2.8 10 Latham & Watkins 10,431.9 7 2.8 0 0 0 0.0 (*tie)

HONG KONG Announced M&A Legal Rankings

NORTH ASIA Announced M&A Financial Rankings - Based on Value Value No. of Market Financial Advisor (US$mln) Deals Share Rank 1 Goldman Sachs & Co 149,561.4 34 23.2 2 HSBC Holdings PLC 115,171.7 15 17.9 3 Anglo Chinese Corp Finance 82,106.7 6 12.7 VALUE 4 Morgan Stanley 75,698.2 60 11.7 ($mln) 5 Somerley 71,554.6 31 11.1 6 Bank of America Merrill Lynch 65,266.2 22 10.1 62.1 7 Credit Suisse DEALS: 14 MARKET SHARE: 56,241.0 24 8.7 8 Citi 43,835.2 29 6.8 9 JP Morgan 41,778.7 29 6.5 VALUE MARKET 10 UBS 35,771.3 19 5.6 RANK LEGAL ADVISOR DEALS ($MLN) SHARE (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

Linklaters

68,954.8

12

38.0

3 Skadden 50,482.2 5 27.9 HONG KONG Announced M&A Legal Rankings 4 Guantao Law Firm 46,115.1 2 of 25.4 Value No. Market Legal Advisor (US$mln) Deals Share Rank 5 Stikeman Elliott 45,822.8 3 25.3 1 Freshfields Bruckhaus Deringer 112,530.1 14 62.1 6* Allens 45,410.8 1 25.1 2 Linklaters 68,954.8 12 38.0 6*3 Bennett Jones 45,410.8 15 25.1 Skadden 50,482.2 27.9 Guantao LawFreehills Firm 46,115.1 25.4 84 Herbert Smith 16,837.1 72 9.3 5 Stikeman Elliott 45,822.8 3 25.3 9 Baker & McKenzie 15,903.4 4 8.8 6* Allens 45,410.8 1 25.1 10 Sidley Austin LLP 10,643.9 41 5.9 6* Bennett Jones 45,410.8 25.1 8 Herbert Smith Freehills 16,837.1 7 9.3 (*tie)9Based Baker on Rank&Value including Net Debt of announced M&A deals (excluding M&A) McKenzie 15,903.4 4 withdrawn8.8 10 Sidley Austin LLP 10,643.9 4 5.9 (*tie)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

SOUTH KOREA ANNOUNCED M&A LEGAL RANKINGS

SOUTH KOREA Announced M&A Legal Rankings

Value No. of (US$mln) Deals Kim & Chang 41,796.8 59 Bae Kim & Lee 26,790.7 31 Lee & Ko 15,801.7 43 Yulchon LLC 6,224.2 22 Shin & Kim 4,450.3 32 Cleary Gottlieb Steen & Hamilton 1,110.3 1 DEALS: 59 MARKET SHARE: 68.7 Clifford Chance 1,110.3 4 Morrison & Foerster 1,000.0 1 Weil Gotshal & Manges 461.7 1 VALUE Yoon & Yang 287.9 13 LEGAL ADVISOR DEALS ($MLN)

Legal Advisor

Rank 1 2 3 4 5 6* 6* 8 9 10 RANK

2 (*tie)

KIM & CHANG

Market Share 68.7 44.0 26.0 VALUE 10.2 ($mln) 7.3 1.8 1.8 1.6 0.8 MARKET 0.5 SHARE

Bae Kim LeeValue incl. Net Debt of announced M&A 26,790.7 Based on & Rank deals (excluding31 withdrawn 44.0 M&A)

3 Lee & Ko 15,801.7 43 26.0 HONG KONG Announced M&A Financial Rankings 4 Yulchon LLC 6,224.2 22 10.2 Value No. of Market 5 Shin & KimFinancial Advisor 4,450.3 32 7.3 (US$mln) Deals Share Rank HSBCGottlieb Holdings PLC& Hamilton 113,971.7 11 62.9 6*1 Cleary Steen 1,110.3 1 1.8 2 Goldman Sachs & Co 82,363.4 7 45.4 6* Clifford Chance 1,110.3 4 1.8 3 Anglo Chinese Corp Finance 82,106.7 6 45.3 84 Morrison & Foerster 1,000.0 1 1.6 Somerley 69,056.6 25 38.1 Bank of America Merrill Lynch 56,121.0 31.0 95 Weil Gotshal & Manges 461.7 17 0.8 6 UBS 33,321.9 12 18.4 107 Yoon & Yang 287.9 132 0.5 Moelis & Co 20,167.9 11.1 8 Morgan Stanley 14,173.8 15 7.8 (*tie)9Based JP on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) Morgan 13,504.6 12 7.5 10 CITIC 11,108.5 6 6.1 (*tie)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

ANY NORTH ASIA INVOLVEMENT ANNOUNCED M&A ACTIVITY - QUARTERLY TREND

Series1

240

Series2

190 140

110.8

114.6

126.2

95.4

90 40

146.8

125.2

3,000

202.8

114.4

134.0 93.7

117.7

128.3

148.7

142.5

162.1

162.1

162.1

162.1

2,500

2,000 1,500

1,000 500

1Q 11

3Q 11

1Q 12

3Q 12

1Q 13

3Q 13

1Q 14

3Q 14

1Q 15

No. of Transactions

Rank Value US$ Billion

ANY NORTH ASIA INVOLVEMENT ANNOUNCED M&A ACTIVITY - QUARTERLY TREND

0

Notes: NOTES: quarterly and deal list based are based on the nation eitherthe thetarget, target,acquiror, acquiror, target target ultimate ultimate parent at the timetime of the Announced M&A transactions excludesexcludes withdrawn LeagueLeague tables,tables, quarterly trend,trend, and deal list are on the nation of of either ultimateparent, parent,ororacquiror acquiror ultimate parent at the oftransaction. the transaction.

Announced M&A transactions deals. Deals with undisclosed dollar values are rank eligible but with no corresponding Rank Value. Non-US dollar denominated transactions are converted to the US dollar equivalent at the time of announcement of terms. North Asia includes withdrawn deals.

DealsSouth with undisclosed rank eligibletobut no corresponding Rank Value. Non-US dollar denominated transactions are converted to the US dollar equivalent at the time of announcement China, Hong Kong, Taiwan, Korea, Japan.dollar Data values range isare from 1 January 27 with July 2015 of terms. North Asia includes China, Hong Kong, Taiwan, South Korea, Japan Data accurate from 1 January to 27 July 2015

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& ACQUISITIONS SNAPSHOT

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LEAGUE TABLES I. LEAGUE TABLE - SOUTHEAST ASIA AND MIDDLE EAST SOUTHEAST ASIA / SOUTH ASIA Announced M&A Legal Rankings SOUTHEAST ASIA LEAGUE TABLES Value No. of Market Legal Advisor (US$mln) Deals Share Rank 1 Allen & Gledhill 5,677.5 11 12.2 AZB & Partners 2 SINGAPORE 4,550.7 Rankings 49 9.8 Announced M&A Legal WongPartnership LLP 3 4,264.7 12 9.2 Skadden 4 3,242.2 1 7.0 Shook Lin & Bok LLP 5 2,920.0 8 6.3 Ashurst 6* 2,156.1 1 4.7 Davis Polk & Wardwell 6* 2,156.1 3 4.7 Sullivan & Cromwell 6* 2,156.1 1 4.7 VALUE Latham & Watkins 9 2,061.3 3 4.4 Weil Gotshal & Manges 10 2,003.2 2($mln) 4.3

ALLEN & GLEDHILL DEALS: 14 MARKET SHARE: 29.1

(*tie)

DEALS

MARKET SHARE

12 of No. Deals 5 11 1 11 7 1 7 4 3 2 3 21 11 1 2 2

15.4 Market Share 12.0 25.2 11.7 18.9 10.5 14.4 13.0 5.2 9.2 5.1 6.3 5.1 6.3 6.3 5.1 6.3 4.5 5.6

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

INDIA Announced M&A Legal Rankings Rank 1 2* 2* 2* 5 6 7* 7* 9 10 (*tie)

RANK

Value

No. of

Market Share 32.8 15.6 15.6 15.6 13.8 VALUE11.3 ($mln)8.6 8.6 7.1 6.2

(*tie)

AZB & Partners 4,550.7 Ashurst 2,156.1 Davis Polk & Wardwell 2,156.1 Sullivan & Cromwell 2,156.1 Amarchand Mangaldas 1,910.7 Khaitan & Co 1,573.4 Weil Gotshal & Manges 1,193.2 Linklaters 1,193.2 Luthra & Luthra Law Offices DEALS: 53 MARKET SHARE:981.0 26.3 Shardul Amarchand Mangaldas & Co 860.3

AZB & PARTNERS

48 1 2 1 15 21 1 3 12 12

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) VALUE MARKET

LEGAL ADVISOR

($MLN)

DEALS

Rank 3 1 4 2 53 4* 6 4* 7 4* 8 4* 4* 9 4* 10*

Legal Advisor

WongPartnership LLP Grandall Law Firm Latham & Watkins Jones Day Skadden Dorsey & Whitney LLP Nagashima Ohno & Tsunematsu Shook Lin & Bok LLP Clifford Chance Weil Gotshal & Manges Linklaters Linklaters Baker & McKenzie Allen & Overy Ashurst WongPartnership LLP Davis Polk & Wardwell

VALUE ($MLN) 4,590.7 Value (US$mln) 4,264.7 61.4 3,336.3 27.6 3,242.2 24.0 0.0 2,920.0 0.0 2,317.4 0.0 2,213.3 0.0 0.0 2,159.8 0.0 2,156.1

MARKET SHARE

DEALS No.54 of Deals 12 1 5 1 11 18 1 3 1 19 12 1 3

8.0 Market Share 7.4 1.1 5.8 0.5 5.6 0.4 0.0 5.1 0.0 4.0 0.0 3.8 0.0 0.0 3.7 0.0 3.7

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

INDONESIA Announced M&A Legal Rankings

Value No. of Market Legal Advisor MIDDLE EAST Announced M&A Legal Rankings Rank (US$mln) Deals Share 1 Cleary Gottlieb Steen & Hamilton 462.4 1 21.9 Thomson Geer 2 71.3 1 3.4 Lee & Ko 3 2.9 1 0.1 Shook Lin & Bok LLP 4 0.3 1 0.0 Clifford Chance 5* 0.0 1 0.0 Herbert Smith Freehills 5* 0.0 1 0.0 VALUE Baker & McKenzie 5* 0.0 2 0.0 ($mln) Allen & Overy 5* 0.0 1 0.0 Kirkland & EllisDEALS: 5 MARKET SHARE: 59.0 5* 0.0 1 0.0

SKADDEN

(*tie)

RANK

SHARE

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

RANK LEGAL ADVISOR MALAYSIA Announced M&A Legal Rankings 2 AZB & Partners

Legal Advisor M&A LEGAL RANKINGS INDIA ANNOUNCED (US$mln) Deals

II. 2* LEAGUE TABLE - FINANCIAL Ashurst 2,156.1 1 12.4 SOUTHEAST ASIA / SOUTH ASIA Announced M&A Financial Rankings 2* Davis Polk & Wardwell 2,156.1 2 12.4 Value No. of Market Financial Advisor 2* Sullivan & Cromwell 2,156.1 1 12.4 (US$mln) Deals Share Rank Bank of America Merrill Lynch 6,079.8 3 13.1 5 1 Amarchand Mangaldas 1,910.7 15 10.9 Citi 2 5,687.6 8 12.3 6 Khaitan & Co 1,573.4 21 9.0 Deutsche Bank 3 4,755.4 4 10.3 7 4 Weil Gotshal & Manges 1,507.4 2 8.6 JP Morgan 4,174.8 8 9.0 Credit Suisse 4,093.3 10 8.8 8 5 Linklaters 1,193.2 3 6.8 Morgan Stanley 6 4,045.3 6 8.7 9 Luthra & Luthra Law Offices 986.0 15 5.7 JM Financial Group 7 3,062.9 5 6.6 108 Shardul Amarchand Mangaldas & Co 860.3 12 4.9 DBS Group Holdings 2,430.6 4 5.2 Evercore Partners 9 2,233.5 3 4.8 (*tie)10 Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn Lazard 2,189.3 2 4.7M&A) (*tie)

ALLEN & GLEDHILL DEALS: 14 MARKET SHARE: 14.0

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

VALUE RANK LEGAL ADVISOR II. LEAGUE TABLE - LEGAL ($MLN) SINGAPORE Announced M&A Legal Rankings 2 WongPartnership LLP 4,264.7 Value Legal Advisor (US$mln) Rank 3 Latham & Watkins 3,336.3 1 Allen & Gledhill 5,677.5 4 Skadden 3,242.2 WongPartnership LLP 2 4,264.7 5 3 Shook Lin & Bok LLP 2,919.7 Skadden 3,242.2 Shook 2,919.7 6 4 Jones DayLin & Bok LLP 1,431.5 Latham & Watkins 5 2,061.3 7* Gibson Dunn & Crutcher 1,423.5 Jones Day 6* 1,423.5 7*6* Kramer Levin Naftalis & Frankel 1,423.5 Gibson Dunn & Crutcher 1,423.5 Kramer 1,423.5 7*6* Seward & Levin Kissel Naftalis & Frankel 1,423.5 Seward & Kissel 6* 1,423.5 10 Drew & Napier 1,250.0 Drew & Napier 10 1,250.0

MIDDLE EAST Announced M&A Legal Rankings Value No. of Market Legal Advisor (US$mln) Deals Share Rank 1 Skadden 54,077.6 61.6 SOUTHEAST ASIA/ SOUTH ASIA 5 Kirkland & Ellis 2 57.8 Announced M&A Legal 50,738.4 Rankings 2 Loyens & Loeff 3* 50,575.2 1 57.6 Tulchinsky Stern & Co 3* 50,575.2 1 57.6 De Brauw Blackstone Westbroek 3* 50,575.2 1 57.6 Sullivan & Cromwell 3* 50,575.2 1 57.6 Allen & Overy 7 4,479.0 6 5.1 Freshfields Bruckhaus Deringer 8 4,384.2 7 5.0 VALUE Cravath, Swaine & Moore 9* 3,263.7 1 3.7 Goodwin Procter LLP 9* 3,263.7 2 ($mln) 3.7 Cooley LLP 9* 3,263.7 1 3.7

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) VALUE MARKET

LEGAL ADVISOR

($MLN)

DEALS

SHARE

2 Kirkland & Ellis 51,115.7 3 55.8 MIDDLE EAST Announced M&A Financial Rankings 3* Loyens & Loeff 50,575.2 1 55.2 Value No. of Market Financial Advisor 3* Tulchinsky Stern & Co 50,575.2 1 55.2 (US$mln) Deals Share Rank 1 Barclays 57,779.2 71 65.8 3* De Brauw Blackstone Westbroek 50,575.2 55.2 Goldman Sachs & Co 2 54,488.5 4 62.0 3* Sullivan & Cromwell 50,575.2 1 55.2 Lazard 3 50,600.2 2 57.6 74 Freshfields 5,631.9 6.2 Greenhill &Bruckhaus Co, LLC Deringer 50,575.2 19 57.6 Bank &ofOvery America Merrill Lynch 6,819.3 56 7.8 85 Allen 4,520.2 4.9 Citi 6 5,657.5 7 6.4 9 Linklaters 3,986.6 6 4.4 HSBC Holdings PLC 7 4,800.7 10 5.5 10 Goodwin Procter LLP 3,278.7 3 3.6 Deutsche Bank 8 4,192.8 4 4.8 Morgan Stanley 9 3,723.5 6 4.2 (*tie) on Morgan Rank Value including Net Debt of announced M&A deals (excluding 10BasedJP 3,413.7 2 withdrawn 3.9 M&A) (*tie)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

70

Series1

64.8

60

Series2

50

47.4 36.8

40

65.4

63.0 53.8

42.1

49.0

45.4

44.7

35.8

34.1

1,400 1,200

53.1

42.5

42.5

42.5

800 400

20 10

1,000 600

25.3

30

42.5

200 1Q 11

3Q 11

1Q 12

3Q 12

1Q 13

3Q 13

1Q 14

3Q 14

1Q 15

No. of Transactions

Rank Value US$ Billion

ANY SOUTHEASTASIA ASIA/ /SOUTH SOUTHASIA ASIA&&MIDDLE MIDDLEEAST EAST INVOLVEMENT - QUARTERLY TREND ANY SOUTHEAST INVOLVEMENTANNOUNCED ANNOUNCEDM&A M&AACTIVITY ACTIVITY - QUARTERLY TREND

0

NOTES: League tables, quarterly trend, and deal list are based on the nation of either the target, acquiror, target ultimate parent, or acquiror ultimate parent at the time of the transaction. Announced M&A transactions excludes withdrawn Notes: deals. Deals with undisclosed dollar values are rank eligible but with no corresponding Rank Value. Non-US dollar denominated transactions are converted to the US dollar equivalent at the time of announcement of terms. Geographic Leagueincludes tables, SOUTH quarterly trend, and deal list Malaysia, are basedPhilippines, on the nation of either the target, target ultimate or acquiror ultimate parent the Afganistan, time of theBangladesh, transaction.Bhutan, Announced M&A transactions coverage EAST ASIA: Singapore, Thailand, Vietnam, Brunei,acquiror, Cambodia, Indonesia, Laos,parent, Myanmar, Timor-Leste; SOUTH ASIA:at India, Maldives, Nepal, Pakistan,excludes Sri Lanka; withdrawn with undisclosed dollar values are rank eligible but with corresponding Rank Value.Oman, Non-US dollar denominated aretoconverted to the US dollar equivalent at the time of MIDDLE EAST: deals.

United Deals Arab Emirates, Saudi Arabia, Qatar, Jordan, Palestine, Bahrain, Iran,no Iraq, Israel, Kuwait, Lebanon, Syria, Yemen.

Data range transactions is from 1 January 27 July 2015

announcement of terms. Geographic coverage includes SOUTH EAST ASIA: Singapore, Malaysia, Philippines, Thailand, Vietnam, Brunei, Cambodia, Indonesia, Laos, Myanmar, Timor-Leste; SOUTH ASIA: India, Afganistan, Bangladesh, Bhutan, Maldives, Nepal, Pakistan, Sri Lanka; MIDDLE EAST: United Arab Emirates, Saudi Arabia, Qatar, Jordan, Palestine, Bahrain, Iran, Iraq, Israel, Kuwait, Lebanon, Oman, Syria, Yemen

6

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ASIAN LEGAL BUSINESS AUGUST 2015

ASIA DEALS: YOUR MONTH AT A GLANCE

$938 MILLION M&A THE SALE OF THE FIVE-STAR INTERCONTINENTAL HONG KONG HOTEL TO A CONSORTIUM OF INVESTORS • The buyer is Supreme Key Limited, a consortium of investors advised and managed by Gaw Capital Partners.

• Supreme has paid a $94 million cash deposit to InterContinental Hotels Group (IHG), with the remaining proceeds to be paid once the deal is completed. The sale is expected to close in the second half of 2015.

• IHG said it will retain a 37-year management contract with the hotel, with three 10-year extension rights, giving an expected contract length of 67 years.

VALUE (US$ MLN)

DEAL TYPE

6,400

IPO

Hong Kong

938

M&A

Mayer Brown JSM

Hong Kong

938

M&A

Deheng Law Offices

China

240

IPO

King & Wood Mallesons

China

240

IPO

Davis Polk & Wardwell

China, U.S.

1,250

Debt

Skadden, Arps, Slate, Meagher & Flom

China, U.S.

1,250

Debt

Han Kun Law Offices

China, U.S.

1,250

Debt

Jingtian & Gongcheng

China, U.S.

1,250

Debt

Maples and Calder

China, U.S.

1,250

Debt

Freshfields Bruckhaus Deringer

UK, Japan

1,300

M&A

Skadden, Arps, Slate, Meagher & Flom

UK, Japan

1,300

M&A

Paul Hastings

Hong Kong, China

205

IPO

Shearman & Sterling

Hong Kong, China

205

IPO

Commerce & Finance Law Offices

Hong Kong, China

205

IPO

Jingtian & Gongcheng

Hong Kong, China

205

IPO

Conyers Dill & Pearman

Hong Kong, China

205

IPO

YY Inc’s proposed take-private deal

Skadden, Arps, Slate, Meagher & Flom

China, U.S.

3,700

Privatisation

Jiangsu Changjiang Electronics Technology’s proposed acquisition of Singapore-listed STATS ChipPAC

Drew & Napier

China, Singapore

740

M&A

Herbert Smith Freehills

China, Singapore

740

M&A

Allen & Overy

Mongolia

161

Debt

Shearman & Sterling

Mongolia

161

Debt

GTs Advocates

Mongolia

161

Debt

MahoneyLiotta

Mongolia

161

Debt

DEAL NAME

FIRM

JURISDICTION

Bank of Jiangsu’s planned Shanghai IPO

C&T Partners

China

Freshfields Bruckhaus Deringer

The sale of the five-star InterContinental Hong Kong hotel to a consortium of investors Xinhuanet’s planned Shanghai IPO

Baidu’s offering of 3 percent and 4.125 percent notes

$1.3 BILLION M&A NIKKEI’S PURCHASE OF THE FINANCIAL TIMES FROM PEARSON • The deal, struck after Nikkei beat Germany’s Axel Springer to the prize, marks the biggest acquisition by a Japanese media organisation • Pearson’s 50 percent stake in The Economist magazine and some London buildings owned by the group are not included in the deal.

• The sale of the FT Group is expected to close during the fourth quarter of 2015.

$3.7 BILLION Privatisation YY INC’S PROPOSED TAKE-PRIVATE DEAL • YY Inc’s Chairman Jun Lei and chief executive David Xueling Li offered to acquire all of the outstanding ordinary shares of YY, which was listed on the NASDAQ in November 2012.

• Lei and Li already own about 35.7 percent of YY’s shares, representing about three quarters of the aggregate voting power, the company said.

• YY said it would form a special committee to evaluate the offer.

Nikkei’s purchase of the Financial Times from Pearson

Harmonicare Medical Holdings’ Hong Kong IPO

The Mongolian government’s inaugural dim sum bond issuance

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7

ASIA DEALS: YOUR MONTH AT A GLANCE DEAL NAME

$181 MILLION IPO CAFE COFFEE DAY’S PLANNED INDIAN IPO • Coffee Day Global Limited, India’s biggest cafe operator, opened its first shop in 1996 and has grown to more than 1,500 outlets as more young, urban consumers opt for cappuccino over tea and seek out spaces to socialise in overcrowded, traffic-congested cities.

• The application process with the Securities and Exchange Board of India (SEBI) could take two to three months, two bankers told Reuters.

$925 MILLION

Cafe Coffee Day’s planned Indian IPO Bank of Baroda’s existing Medium Term Note Programme’s update

Nord Anglia Education’s acquisition of six schools from Meritas

Wal-Mart Stores’ purchase of the 49 percent stake it did not already own in Yihaodian

IPO RED STAR MACALLINE GROUP’S HONG KONG IPO • Red Star, backed by private equity firm Warburg Pincus, secured $330 million worth of commitments from five cornerstone investors, including Falcon Edge, Hong Kong Gree Electric Appliances Sales and China National Building Material Company.

• Red Star operates 158 shopping malls across 115 cities in mainland China. The retailer will use the proceeds from the IPO to fund nine new shopping malls, make additional acquisitions, and pay off debt.

$5 BILLION M&A MEIJI YASUDA LIFE INSURANCE CO’S ACQUISITION OF STANCORP FINANCIAL GROUP • Meiji Yasuda, Japan’s third-largest life insurer by premium revenue, said it will pay $115 per share for Portland, Oregon-based StanCorp, and will fund the purchase with cash on hand.

• With weak growth prospects at home due to a rapidly ageing population, Japanese insurers have been actively pursuing overseas acquisition opportunities for future growth.

Red Star Macalline Group’s Hong Kong IPO

Xiamen Insight Investment’s planned purchase of Xueda Education

Meiji Yasuda Life Insurance Co’s acquisition of StanCorp Financial Group

VALUE (US$ MLN)

DEAL TYPE

India

181

IPO

Cyril Amarchand Mangaldas

India

181

IPO

Allen & Overy

India

3,000

Debt

J. Sagar Associates

India

3,000

Debt

Latham & Watkins

China, North America, Europe

579

M&A

Milbank, Tweed, Hadley & McCloy

China, North America, Europe

579

M&A

DLA Piper

China

N/A

M&A

Morrison & Foerster

China

N/A

M&A

Davis Polk & Wardwell

Hong Kong, China

925

IPO

Paul Hastings

Hong Kong, China

925

IPO

Commerce & Finance Law Offices

Hong Kong, China

925

IPO

Llinks Law Offices

Hong Kong, China

925

IPO

Kirkland & Ellis

China, U.S.

369

M&A

Morrison & Foerster

China, U.S.

369

M&A

Paul Hastings

China, U.S.

369

M&A

Simpson Thacher & Bartlett

China, U.S.

369

M&A

Weil, Gotshal & Manges

China, U.S.

369

M&A

Commerce & Finance Law Offices

China, U.S.

369

M&A

Han Kun Law Offices

China, U.S.

369

M&A

Zhong Lun Law Firm

China, U.S.

369

M&A

Maples and Calder

China, U.S.

369

M&A

Travers Thorp Alberga

China, U.S.

369

M&A

Walkers

China, U.S.

369

M&A

Baker & McKenzie

Japan, U.S.

5,000

M&A

Debevoise & Plimpton

Japan, U.S.

5,000

M&A

FIRM

JURISDICTION

AZB & Partners

8

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ASIAN LEGAL BUSINESS AUGUST 2015

NEWS

Mayer Brown JSM, Jingtian & Gongcheng to form HK alliance

B

eijing-based Jingtian & Gongcheng is on the verge of forming an association with Mayer Brown JSM in Hong Kong, as the Chinese firm establishes its first presence outside mainland China.

Under this arrangement, Mayer Brown JSM will provide office space and other resources to secondees from J&G in Hong Kong. The two firms will continue to operate as separate entities, and they are not contemplating a merger, a spokesperson told ALB. The association is still awaiting approval from the Law Society of Hong Kong.

Jingtian currently has four offices in China.

The alliance is the most recent example of a Chinese law firm teaming up with

a foreign law firm as the country sees an increase in capital outflows and business opportunities across different jurisdictions.

Early this year, Dacheng Law Offices and Dentons formed the world’s biggest law firm, and in April, Baker & McKenzie entered into a joint venture with Fenxun Partners in Shanghai.

The firm, which is growing fast, is the latest mainland law firm to enhance their presence in Hong Kong. In May Llinks opened in the SAR, following Han Kun. “We look forward to forming an association in Hong Kong with Jingtian & Gongcheng,” said Mayer Brown Chairman Paul Theiss in a statement.

REUTERS/Edgar Su

Wanted in SG: Compliance specialists

S

ingapore’s fight to stem illicit fund inflows has shoved private bankers into a new quandary - finding enough qualified compliance specialists to ensure the money passing through their accounts is clean.

Like other wealth management centres around the world, Singapore is forcing banks to make more stringent checks on their clients as governments crack down on tax evasion and money laundering.

In Singapore, private bankers say extensive checks on the origin of their clients’ money, tax status of those funds, whether they have political ties, and the reasons behind fund transfers all mean it could take up to three months to open a bank account.

Five years ago, it would have taken just a week.

Compliance jobs were considered unattractive until a few years ago when the top dollar went to investment bankers and traders.

Tougher regulations globally since the 2008 financial crisis have boosted demand for experienced compliance officers, who can get a pay raise of as much as 30 per cent if they change companies, according to a Robert Walters survey this year. “It’s never easy to find the right people, and it’s tougher than ever before - it’s a war for talent as far as we are concerned,” said Conrad Lim, deputy chief executive at LGT Bank (Singapore) and head of his bank’s compliance department in Asia.

Lim’s compliance team has more than tripled in size over the last 10 years, but he is still looking to bring in more people as the bank’s regulatory burden increases.

Overly onerous know-your-customer checks may lead to longer turnaround times or loss of clients, said Mark Wightman, Singapore-based partner for Wealth & Asset Management Advisory at Ernst & Young.

But a softer approach may incur the wrath of regulators. The Monetary Authority of Singapore (MAS) said it issued nine warnings and reprimands in 2014 to financial institutions in Singapore for deficiencies in their anti-money laundering or counter-financing terrorism measures.

MAS did not identify the institutions, but said six banks were fined with penalties ranging from S$1,000 to S$700,000.

Earlier in July, the Wall Street Journal reported that Malaysian investigators had traced nearly US$700 million in funds moving from Falcon Private Bank in Singapore into a bank account of Malaysian Prime Minister Najib Razak.

Reuters could not verify the report, which cited documents from a government investigation. Najib has denied taking some $700 million for his personal gain.

Singapore’s police force said it had frozen two bank accounts in relation to the probe. Zurich-headquartered Falcon said on July 16 it is co-operating with the MAS over the matter.

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9

YOUR NEXT LEGAL JOB PRIVATE PRACTICE / IN-HOUSE Head of Legal, ASEAN (Singapore)

Associate Director, M&A and Investment (Hong Kong)

IP Lawyer (Shanghai, China)

Junior/Mid Level Project Finance Associate (Tokyo, Japan)

A pharmaceutical giant is seeking a highly skilled lawyer to oversee its legal operations within the ASEAN region. This is a rare opportunity for a meticulous in-house counsel with extensive experience in life sciences. You’ll be responsible for all legal matters pertaining to commercial transactions, product safety, regulatory matters and intellectual property including patents. To be considered, you must possess a law degree from a recognised institution and have at least 10 years’ legal experience. You must demonstrate strong leadership qualities and possess excellent communication skills.

A Fortune 500 company currently seeks a mid-senior lawyer to assist on high profile investment funds and M&A projects across Asia.

The successful applicant will have 7-10 years’ relevant post qualification experience on top of a strong academic background.

You will be proactive, detailoriented, fluent in Chinese Mandarin and familiar with the PRC. You must be able to manage projects, transactions and supporting local lawyers independently. Candidates with less or more experience will also be considered provided they can demonstrate their suitability.

A top-tier international intellectual property firm is seeking a litigation lawyer to handle complex litigation cases independently, and components of larger cases in conjunction with its broader team. You’ll be responsible for all intellectual property issues, and assist and manage administrative intellectual property enforcement as required. To be considered, you must have a law degree and admission to the PRC bar, with at least 5 years’ intellectual property experience. Superior English skills both spoken and written are a prerequisite.

A high profile global law firm with a strong project finance practice is looking for an associate with 2-5 years of post qualified experience to join a thriving team. The role will primarily involve development and financing of energy and infrastructure projects. There’ll be a substantial focus on finance documents and on closing transactions. You must have strong analytical skills and 2 years’ post qualified experience working outside of Japan. The ability to speak business level Japanese is preferred. The firm will cover all relocation expenses to Japan.

Compensation will be very competitive.

Please contact Negeen Pejooh (Reg ID: R1547320) at negeen.pejooh@hays.com.sg or on +65 6303 0725.

Please contact Daryl Hodes at daryl.hodes@hays.com.hk or on +852 2521 1460.

Please contact Tiffany Ko at tiffany.ko@hays.cn or on +86 21 2322 9731.

Please contact Jay Hsu at jay.hsu@hays.co.jp or on +81 3 3560 1298.

hays.com.sg | hays.com.hk | hays.cn | hays.co.jp

Harneys launches Tokyo office

O

ffshore law firm Harneys has launched a representative office in Tokyo as part of an expansion plan that saw the firm open its doors in Singapore last year.

Funds specialist Yuji Asano, previously a marketing and sales director at Japanese financial institution Sumitomo Mitsui Trust, has joined Harneys’ new office as a consultant and Japan Representative.

The firm has also boosted its Japan practice with the hire of investment funds partner Matt Roberts in Hong Kong. Roberts advises companies, financial institutions and fund managers on a range of offshore investment funds work, as well as M&A, capital markets and corporate governance matters. Before joining Harneys, he was a senior associate at Maples and Calder in Hong Kong.

“Both Matt and Yuji have excellent reputations in the Japanese funds market,” said Harneys Asia managing partner Jonathan Culshaw, in a statement. “Matt, who is based in Hong Kong, has advised on many of the region’s largest and most complex

REUTERS/Toru Hanai

institutional deals involving offshore structures. Yuji’s unparalleled industry expertise enables him to provide a responsive and commercial client liaison function.”

Harneys’ Japan practice was set up last November following the hire of counsel Junko Shiokawa in Hong Kong from Cony-

ers Dill & Pearman. The team also includes partner Lisa Pearce and senior associate Henno Boshoff in Singapore, and counsel Marc Parrott and senior associate Tom Dugdale in Hong Kong.

The new office is Harneys’ eighth worldwide and third in Asia.

10

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ASIAN LEGAL BUSINESS AUGUST 2015

NEWS

Chadbourne departs Asia with Beijing office closure

C

hadbourne & Parke has closed its one-lawyer office in Beijing, its only physical office in Asia.

The 350-lawyer U.S. headquartered firm, which opened in Beijing in 2000, confirmed its departure with an emailed statement that read: “Our focus has always been on outbound work from China, and it continues to present interesting opportunities for our US and emerging markets practices. We have chosen to focus our growth, therefore, on our international

network and market-leading practices in those regions around the world that are of interest to both our Chinese and global client base. For example, we recently opened an office in Johannesburg and have added seven energy lawyers in London in the last year. We will continue to seek strategic and measured growth in those practices and geographies where we have depth and strength.”

The firm had offices in Singapore and Hong Kong in the 1990s, but closed them in

the aftermath of the Asian Financial Crisis of 1997.

Earlier this year, fellow U.S. firm Fried, Frank, Harris, Shriver & Jacobson closed its Hong Kong and Shanghai offices, while in 2013, Vinson & Elkins closed its Shanghai outpost.

The closure of the Beijing outpost leaves Chadbourne with offices in New York, Washington, DC, Los Angeles, Mexico City, São Paulo, London, Moscow, Warsaw, Istanbul, Dubai and Johannesburg.

Indonesia hopes new tools will boost appeal to foreign Islamic banks

I

ndonesian regulators are promoting new sharia-compliant financial tools and considering easing foreign ownership limits for domestic Islamic banks, seeking to make the sector more appealing to foreign lenders.

Indonesia is the world’s most populous Muslim nation but its Islamic finance sector is domestically focused and still has only niche status, behind neighbouring Malaysia and several Gulf countries.

The government wants to change that, and this year the financial regulator, Otoritas Jasa Keuangan (OJK), launched a fiveyear strategy that aims to triple the sector’s market share to 15 percent by 2023.

In June, President Joko Widodo threw his weight behind the drive by inaugurating a national campaign by the OJK to promote awareness of Islamic finance.

Attracting foreign capital is part of those plans; the OJK is considering easing foreign ownership ceilings for Islamic banks, now at 40 percent.

Abu Dhabi Islamic Bank said it was considering entering the market as part of its acquisition plans for 2016.

It joins Bahrain’s Al Baraka Banking Group and Dubai Islamic Bank, which plan to expand their operations in Southeast Asia’s largest economy.

Meanwhile, companies can raise cash in foreign currencies more easily with Islamic instruments, after the country’s national

REUTERS/Beawiharta Beawiharta

sharia board approved sharia-compliant currency hedging tools in April.

The potential was illustrated in May when national flag carrier Garuda Indonesia became the first Indonesian corporate to tap the offshore market for Islamic bonds (sukuk) with a $500 million, five-year deal.

Garuda’s sukuk attracted $1.8 billion in orders, with 56 percent going to Middle East investors.

CURRENCY In June, Indonesian Islamic banks launched a standard contract template for shariacompliant repurchase agreements, allowing the use of government-issued sukuk as collateral.

But other foreign-currency tools still need to be developed to attract Islamic investors which operate predominantly in U.S. dollars.

Indonesia’s central bank in 2010 helped establish the International Islamic Liquidity Management Corp (IILM), which regularly issues dollar-denominated sukuk for use as liquidity management tools.

But five years on, the IILM has made only modest headway in Indonesia. IILM sukuk have not yet been traded in the local money market and there are still no domestic primary dealer banks assigned to make that happen, Indonesia’s central bank said in response to Reuters questions.

IILM sukuk have been classified as a 20 percent risk-weighted asset, equivalent to a corporate bond for capital adequacy purposes, the central bank said.

This falls short of the IILM’s intended purpose of being a top-rated cash management tool, known as a high-quality liquidity asset (HQLA), that could be used to meet Basel III regulatory requirements.

The issue of classifying IILM sukuk as HQLA is still being discussed, the central bank said.

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Philippines’ Aquino signs into law fair trade legislation

P

hilippine President Benigno Aquino signed into law landmark fair trade legislation aimed at curbing cartels, price fixing and other forms of anti-competitive practices, which have long stifled economic growth.

The Philippine Competition law, which took two decades for Congress to enact, will seek to prevent large companies monopolising business and setting up cartels, manipulating and distorting market prices and will promote free and fair trade.

It will also will create a competition commission, an independent body that will regulate and rule on cases involving practices such as anti-competitive acts, cartels and price manipulation.

“At last, small and big business can now compete to come up with quality products at the most reasonable price instead of un-

REUTERS/Yuya Shino

der the table deals and political connections,” Aquino said in a speech during the signing of the fair trade law.

“With this legislation, we are promoting market competition. Everyone will benefit from this law and will end up as winners.”

The commission will be able to impose

fines of up to 250 million pesos ($5.52 million) and courts could impose jail terms from two to seven years to company officers and directors found guilty of unfair practices.

Trade officials have said the new law will usher in an era where micro, small and medium-sized enterprises can compete with large and multinational firms ahead of the ASEAN economic integration.

The economies of the 10-member Southeast Asian states will start integration at the end of 2015, bringing down duties and non-tariff barriers to create a single market to promote trade and investment.

Aquino also signed into law the foreign ships co-loading act to reduce logistics costs for producers, create a more efficient import and export system and lower consumer goods prices.

MICHAEL PAGE LEGAL

Legal Counsel

Lawyer

M&A Associate

› Global leader in financial services

› Regional role

› Top international law firm

› Newly created role

› Relentless pursuit of growth

› Fast-paced environment

Our client, a reputable financial services company offering a broad range of financial products and services, is currently seeking a regional legal counsel to join their team in Singapore. Reporting to the Head of Legal, you will provide strategic legal services including legal advice, documentation support for fixed income, currency, rates, derivatives, commodities, futures and clearing, prime finance, equities sales and trading businesses, credit and loan trading, structured products and solutions businesses. You have at least 3 years of post-qualified experience obtained with a leading law firm or a prestigious financial institution.

Our client, a fast-growing US company with an all-star team of talented individuals, is currently seeking a legal professional to be based in their regional headquarters in Singapore. As a close business partner, you will be responsible for full legal support to the region in the areas of drafting, reviewing and negotiating contracts. You will also providing advice in relation to corporate matters, and giving practical risk management advice. You are a qualified lawyer with at least 5 years of post-qualified experience gained in a reputable multinational and/or a reputable law firm. Having experience in general IP/ Technology skills will be a plus.

A market-leading law firm with expertise in the energy sector is looking for a top M&A Associate with at least 2 years of post-qualified experience to join them. You will join a team of experienced partners who are leaders in their field and will develop in-depth knowledge and expertise within energy, LNG and power. Looking after a regional scope, you are expected to travel and will be given exposure to business development in this entrepreneurial environment. Coming from a top tier law firm with strong academics, you will have excellent training, a commercial mindset and an ability to think on your feet in a high pressure environment.

Please contact Isis Descormiers (Reg. no: R1440080) quoting ref: H2879030 or visit our website.

Please contact Lay-Hoon Johnson (Reg. no: R1108753) quoting ref: H2881210 or visit our website.

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12

briefs

ASIAN LEGAL BUSINESS AUGUST 2015

NEWS

REGIONAL UPDATE

SINGAPORE

SIC PROPOSES REVISIONS TO THE SINGAPORE CODE ON TAKE-OVERS AND MERGERS

O

n 6 July 2015, the Securities Industry Council (“SIC”) issued a consultation paper on proposed changes to the Singapore Code on Take-overs and Mergers (the “Code”).

The Code was introduced in 1974 and is currently being reviewed to take into account market developments and international practices that have occurred since its last revision in 2012.

A summary of some key proposed changes to the Code is set out below. (i) Offerors to be bound by timetable in a competitive offer situation

For clarity purposes, it is proposed that the Code be revised to state that in a competitive offer situation, all offerors will be bound by the timetable established by the despatch of the last competing offer document. (ii) Adoption of a default auction procedure

It is proposed that a default auction procedure be adopted, codified, and made applicable in the absence of alternative procedures if a competitive situation continues to exist in the later stages of the offer period. (iii) Clarification by potential competing offerors of their intention

It is proposed that guidance be added to the Code as to when a potential competing offeror has to clarify its intention and how i.e. by either announcing a firm intention to make an offer or making a no intention to bid statement. (iv) Clarifications regarding the conduct of the board of the offeree company

It is proposed that the conduct of the board of the offeree company be clarified such that soliciting a competing offer or running a sale process will not amount to frustration of the initial offer, and that an offeree board may consider sharing available management projections and forecasts with the independent financial adviser. (v) Adoption of a 7-business day settlement period

It is proposed that the current settlement period of “10-calendar day” be replaced with “7-business day”. (vi) Prompt disclosure

It is proposed that Rule 8.1 of the Code be amended to require prompt disclosure of any material changes to information previously published in connection with an offer, and any material new information which would have been required to be disclosed during an offer period.

Practitioners should continue to keep abreast of impending changes to the Code.

MS. SARAH LIM Legal Associate (Corporate Practice) T: (65) 6322 2254 F: (65) 6534 0833 E: sarahlim@loopartners.com.sg Loo & Partners LLP 143 Cecil Street, Level Ten, GB Building Singapore 069542 www.loopartners.com.sg

MR. GERALD CHEONG Director, Corporate Finance Department T: (65) 6322 2221 F: (65) 6534 0833 E: geraldcheong@loopartners.com.sg

Quahe Woo & Palmer, Wee Ramayah merge

B

outique Singapore law firms Quahe Woo & Palmer and Wee Ramayah & Partners have merged, with the new entity retaining the name Quahe Woo & Palmer.

The merged firm will offer services in areas such as conveyancing, shipping, aviation, banking and finance and arbitration.

“The merger of Wee Ramayah & Partners with Quahe Woo & Palmer LLC will enable us to extend new capabilities in real estate and aviation REUTERS/STR New law to our clients,” said Lawrence Quahe, managing director of Quahe Woo & Palmer, in a statement. “Quahe Woo & Palmer LLC will continue to build a strong locally owned and managed practice that can deliver quality legal services both in the domestic market and the region.”

HFW in Singapore FLA with AsiaLegal

H

olman Fenwick Willan has entered into a formal law alliance (FLA) in Singapore with local law firm AsiaLegal, with the entity operating under the name HFW AsiaLegal.

The alliance will allow both firms to undertake work that requires expertise in both English law and permitted areas of Singapore law. HFW’s clients will now be able to access services that include dispute resolution, transactions and regulatory.

AsiaLegal, launched in 2002, specialises in shipping and admiralty litigation, marine insurance, general insurance and reinsurance matters, and commercial and civil litigation and arbitration.

HFW opened its Singapore office in 1990, and does much of its work in sectors such as aviation, marine, offshore and mining.

In 2014, the firm moved its senior partner Richard Crump from London to Singapore, “emphasising the importance of both the Singapore market and the broader Asia-Pacific region to the continued growth of the firm’s business,” it said in a statement.

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13

Thailand ignites solar power investment in SE Asia

C

ome December, Thailand will have more solar power capacity than all of Southeast Asia combined as record sums of money is poured into the sector in the hopes of nurturing a new energy source to help drive the region’s second-biggest economy.

Thailand has been shifting away from natural gas as once-plentiful reserves are expected to run out within a decade, forcing it to rely on imported fuel more than any other country in the region except Singapore. A plunge in solar-component costs and subsidised tariffs have also helped feed the country’s solar boom.

About 1,200-1,500 megawatts of solar capacity will be connected to the grid this year, requiring as much as 90 billion baht ($2.7 billion) of investment, Pichai Tinsuntisook, chairman of the Federation of Thai Industries’ renewable energy division, told Reuters.

Thailand’s solar capacity will rise to 2,500-2,800 MW this year from about 1,300 MW in 2014. That is almost six times more than the capacity added last year. The new capacity, while modest compared to Japan or Germany, will turn Thailand into the first significant solar power producer in a region where the sector has barely taken off.

“Thailand has strong potential for both solar farms and rooftop solar systems,” said Sopon Asawanuchit, managing director of advisory firm Confidante Capital, adding that its location in the sunny tropics is an advantage.

While the bulk of the power will come

from solar farms, rooftop solar panels may have enough capacity over the next five years to supply as many as 250,000 households in urban areas, renewables analysts say.

Thailand aims to increase its solar capacity to 6,000 MW by 2036. That would account for 9 percent of total electricity generation, up from 4 percent in 2014, and be able to meet the electricity needs of up to 3 million households.

Despite Southeast Asia’s solar potential

REUTERS/Athit Perawongmetha

- thanks to abundant sunshine - Thailand is largely alone in boosting its capacity to harness the sun’s energy.

That’s because its neighbours either have ample supplies of other energy sources such as oil, gas or geothermal power, or their governments lack the budget to invest in new technology and to support the sector with subsidies.

The Philippines is starting to prepare similar plans, though they are still in an early stage.

The Thai government is supporting the country’s solar sector with feed-in-tariff subsidies of up to 6.85 baht ($0.2) per kilowatt-hour paid out over 25 years to energy producers.

The boom has attracted foreign investors including Japan’s Kyocera Corp, U.S.based First Solar and China’s Yingli Green Energy.

LOW MAINTENANCE “Sunlight is free,” said Jormsup Lochaya, chairman of Bangkok-listed Superblook PCL, which has set a budget of 30 billion baht to invest in solar energy this year.

“We have no (ongoing) material cost and no problem with staff expenses because the project needs about three staff to monitor,” he said.

Kessara Tanyalakpark, executive director of property developer Sena Development Pcl, agreed and added that solar has the lowest risk while other renewables such as garbage or tapioca may face unstable raw-material costs.

Sena is among the latest companies diversifying into the solar business as the domestic property market slows in line with a sluggish economy.

Shares in companies which aim to invest in solar power have outperformed the overall Thai stock market this year. Among them are Sena, Superblook, Gunkul Engineering and Communication and System Solution.

Despite the current boom, some investors are worried solar power may be used as an excuse for some retail punters to speculate in the stock market.

Anderson Mori expands in Vietnam with new office

A

nderson Mori & Tomotsune has expanded into Vietnam with the launch of an office in Ho Chi Minh City.

The new office, which opened its doors in May, is aimed at advising Japanese companies that want to establish and increase their business presence in Vietnam. It also serves Japanese and other foreign-affiliated entities that need local law advice on

corporate, labour and employment, and other compliance matters.

Anderson Mori partner Yasufumi Miki is heading the new office. Having been previously seconded to Vietnamese firm VILAF, Miki is well-versed in Vietnam-related transactions and has significant experience in banking and finance. He works alongside one Japanese qualified lawyer and one Vietnamese lawyer, who both have consid-

erable exposure to investments in Asian jurisdictions.

Earlier in May, Anderson Mori also established a Jakarta desk in the office of Roosdiono & Partners.

Apart from its headquarters in Tokyo, Anderson Mori & Tomotsune also has offices in Beijing (opened 1998) and Nagoya Shanghai, and Singapore, all of which opened in 2013.

14

briefs

ASIAN LEGAL BUSINESS AUGUST 2015

APPOINTMENTS

LATERAL HIRES NAME

LEAVING

GOING TO

PRACTICE

LOCATION

CHRISTOPHER BAILEY

Ashurst

King & Spalding

Litigation

Tokyo

PAUL-EMMANUEL BENACHI

Gide Loyrette Nouel

Ince & Co

Corporate

Shanghai/Paris

SAMUEL BRITTON

Sciaroni & Associates

ZICOlaw

Corporate, Finance

Yangon

CHARLES CHING

Freshfields Bruckhaus Deringer

Weil, Gotshal & Manges

Corporate

Shanghai

HAYDN DARE

Hiswara Bunjamin & Tandjung

Holman Fenwick Willan

Corporate, Finance

Jakarta

MARK DAVIES

Ashurst

King & Spalding

Corporate

Tokyo

NILS ELIASSON

Mannheimer Swartling

Shearman & Sterling

Dispute Resolution

Hong Kong

JIANWEI FANG

Davis Polk & Wardwell

Global Law Office

Dispute Resolution

Shanghai

PAUL GREENING

Vinson & Elkins

Akin Gump Strauss Hauer & Feld

Energy

Hong Kong

JOEL GREER

White & Case

Baker & McKenzie

Dispute Resolution

Tokyo

RUPERT LEWI

Ashurst

King & Spalding

Corporate

Tokyo

JOHN MCCLENAHAN

Ashurst

King & Spalding

Finance

Tokyo

ANAND NALACHANDRAN

Braddell Brothers

TSMP Law Corporation

Financial & Technology Crimes and Investigations

Singapore

JOHNETH CHONGSEO PARK

Simpson Thacher & Bartlett

Sheppard, Mullin, Richter & Hampton

Corporate

Seoul

CAROL ANNE TAN

WongPartnership

Cavenagh Law

Real Estate

Singapore

NING ZHANG

O’Melveny & Myers

Orrick, Herrington & Sutcliffe

Corporate

Beijing

SHUANG ZHAO

Shearman & Sterling

Cleary Gottlieb Steen & Hamilton

Capital Markets

Hong Kong

PROMOTIONS NAME

FIRM

PROMOTION

PRACTICE

LOCATION

PAUL WESTOVER

Stephenson Harwood

Head of Corporate Practice

Corporate

Hong Kong

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SPONSORED ARTICLE

15

INCEIF

MUDARABAH AND THE DEBT DILEMMA

Prof. Dr. Obiyathulla Ismath Bacha Professor of Finance, INCEIF

Debt appears to be at the root of every financial/ banking crises. In a now famous study, Rogoff and Reinhart (2010) show that every single financial crisis in the last hundred years has been caused by excessive debt. That, governments of not just poor countries but the biggest and mightiest economic super powers have been brought to their knees, shows how risky an overreliance on debt can be. The huge social costs and negative externalities of debt induced crises is now abundantly clear. Notwithstanding the huge costs that societies have had to pay for their excesses with debt, global addiction to debt appears unabated.

In a recent paper, Adair Tuner and Susan Lund argue that since the 2008 crisis, global debt has grown by US$57 trillion, a growth rate exceeding GDP growth. Government debt alone has increased by US$25 trillion with most of it in developed countries. The debt to GDP ratio is higher today than on the eve of the crisis in 2007.

Worryingly, even in the developing world the buildup in debt is at record levels. This is clearly untenable.

In the absence of fiscal surpluses, governments have had to rely on unprecedented monetary easing to avoid a downward tailspin. While we may have avoided the abyss, we have little to show in terms of growth. Slow growth and minimal returns, we are told, may be the new normal.

What the world needs is growth without leverage (debt). For this, we need new thinking, outside the realm of conventional economics. And this may be where, Islamic finance can help, specifically the risk-sharing contracts Mudarabah and Musharakah.

A: INCEIF-The Global University of Islamic Finance Lorong University A, 59100 Kuala Lumpur Malaysia T: (603) 7651 4000 F: (603) 7651 4071 E: marketing@inceif.org W: www.inceif.org

The Mudarabah in particular is a hybrid instrument sharing the features of both debt and equity. What makes it particularly suited for today’s conundrum is that, it has the risk-sharing features of equity but not the leverage inducing feature of debt. Unfortunately, the Mudarabah story has not been well-told. At least, not in a way that will make corporate treasurers see how the debt-equity trade off they have been manacled

to, becomes irrelevant with Mudarabah. Similarly policy makers in governments are not aware that financing infrastructure without leverage could be possible with Mudarabah-based sukuk.

For corporations, debt, though riskier is more attractive than equity because it’s cheaper and more importantly avoids earnings and ownership dilution. The dilution which is also perpetual is probably the most painful part of equity issuance.

In Mudarabah, a financier (rab-ul-mal), provides funding to a mudarib based on a predetermined PSR (profit sharing ratio). In an 80/20 PSR, the mudarib keeps 80% of profits earned and the 20% goes to the funder. Like dividends he does not pay if there are no profits. When a corporation in need of funding an investment, considers Mudarabah in-lieu of debt, a number of benefits arise. First and foremost there is no increase in financial leverage as there are no fixed charges. As a result, the corporation’s overall riskiness may actually be lowered because there is now lower propotion debt in the capital structure. However, given the PSR, there will be earnings but not ownership dilution. There are two reasons for this. First, only profits accruing from the newly funded project is to be shared, not all earnings. This is unlike new equity which has a claim on all earnings, not just that of the new project.

Second, the Mudarabah funder only has ownership claims on the asset he funded, not the other assets of the firms, as is the case with new equity. Furthermore, the claim is terminal, like debt. Existing equity holders continue to own all the assets they currently own and take the bigger share of the profits accrued from the newly funded project. Viewed this way, Mudarabah financing effectively changes the debt-equity tradeoff, makes debt much less attractive and would be best suited to get the world out its current rut.

Indeed, in its earlier evolution, as the commenda in medieval Europe, Mudarabah funded the renaissance and in a later form, as venture capital in Silicon Valley. Given its risk sharing features, Mudarabah could yet again, in a revised form, offer the world a potential way out.

16

IN-HOUSE FOCUS

ASIAN LEGAL BUSINESS AUGUST 2015

CLEARING HOUSE AS ASIAN COUNTRIES ROLL OUT OR STEP UP THEIR ANTI-CORRUPTION EFFORTS, WHAT SHOULD COMPANIES DO TO ENSURE COMPLIANCE AND SIDESTEP POTENTIAL MINEFIELDS? EILEEN C. ANG FINDS OUT

A

nti-corruption efforts are on an upsurge across the world, and nowhere is this campaign more evident than in Asia, where several countries have recently passed new laws or reinforced existing frameworks designed to clamp down on corruption. Lawyers say that while multinational companies with Asian operations continue to focus on U.S. and UK anti-corruption legislation, including the U.S. Foreign Corrupt Practices Act (FCPA) and UK Bribery Act, MNCs should also pay equal attention to local laws lest they run afoul of regulators and expose themselves to enforcement risks.

This development comes amid bribery scandals that have shaken up the region, including a 2013 case revolving around GlaxoSmithKline’s marketing and promotion strategies in China and a 2014 case involving Japan Transportation Consultants and the kickbacks it paid to government officials in Vietnam, Indonesia and Uzbekistan from 2009 to 2014. The two companies were slapped with significant penalties – GSK was ordered to pay a record-breaking fine of 3 billion yuan (nearly US$490 million) – and faced public humiliation in the aftermath of government investigations into their business practices.

How are businesses affected by a tighter compliance environment? “I think the impact is that most conscientious MNCs working in Asia have built up robust compliance programmes that acknowledge this global effort to stamp out corruption while also building an internal culture of compliance that acknowledges that each company operating in Asia can contribute to the effort beyond the regulations put in,” says Dan Shea, director of compliance and litigation at Microsoft Asia Pacific & Japan.

However, having a “do not bribe” policy isn’t enough to ensure compliance, as companies need to devise and implement pro-

“MOST CONSCIENTIOUS MNCS WORKING IN ASIA HAVE BUILT UP ROBUST COMPLIANCE PROGRAMS THAT ACKNOWLEDGE THIS GLOBAL EFFORT TO STAMP OUT CORRUPTION WHILE ALSO BUILDING AN INTERNAL CULTURE OF COMPLIANCE THAT ACKNOWLEDGES THAT EACH COMPANY OPERATING IN ASIA CAN CONTRIBUTE TO THE EFFORT BEYOND THE REGULATIONS PUT IN.” Dan Shea, Microsoft cedures that support it, says Jarrod Baker, senior managing director at FTI Consulting.

“These procedures should be around items including but not limited to, gifts and entertainment, facilitation payments, charitable donations, training, use of third parties,” he adds.

HOTBED OF CORRUPTION? Asia is home to some of the world’s most and least corrupt countries, according to the 2014 edition of Transparency International’s annual Corruption Perception Index. Out of

the 175 countries and territories included in the 2014 Index, which is aimed at assessing perceived levels of public-sector corruption, Singapore and Japan were among the cleanest countries, ranking 7th and 15th, respectively. Meanwhile, Cambodia and Myanmar were tied at 156th place, which indicates that they are viewed as very corrupt.

As such, it doesn’t seem surprising that Asia is in the crosshairs of U.S. regulators intent on fighting international corruption.

Data from a 2015 survey by global law firm Freshfields Bruckhaus Deringer reveal that there are over 100 ongoing investigations in the region under FCPA, which prohibits individuals or companies from making illegal payments as well as giving anything of value to public officials, parties or candidates outside the U.S. to help in securing or retaining business. In comparison, Africa is facing at least 44 FCPA-related probes, while the European Union has only 19 investigations under way.

Does this mean that some Asian jurisdictions more difficult than others? Not necessarily, according to Shea. “I think like any region in the world, there are countries that sit high on Transparency International’s Corruption Index in Asia that any MNC should pay particular attention to when conducting business there. You need to be diligent in all countries but there are countries at top of that list that have likely earned their ranking because of historical, economic or political instability,” he says.

Baker adds: “Ultimately, if the company is subject to a law like the FCPA, that is the compliance standard to which it must operate across the world. Local nuances should be considered, but it is best to avoid making local exceptions because where do you draw the line? Whilst the message that ‘this is not the way we do business’ may take time and effort to get across, there are recent highprofile corruption CONTINUE D O N PAG E 18

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18

IN-HOUSE FOCUS

ASIAN LEGAL BUSINESS AUGUST 2015

cases within Asia that can help with such a message.”

CO N T I N U E D F RO M PAGE 16

ALIGNMENT AND VIGILANCE Having a clear anti-corruption policy that’s underpinned by solid, implementable procedures is all very well, but how should MNCs handle the tricky balancing act of aligning these programmes with the approach used by the head office and adapting to the realities of local markets?

Shea recommends a strategy that combines a macro view and a micro focus. “A MNC needs to have a strong, central compliance programme that encompasses all the policies that apply to all employees throughout the world. There are certain policies that will always apply, without exception, everywhere you operate – e.g. no bribes or kickbacks.

From there, the local subsidiaries may adopt further compliance policies or implement additional training or controls that take into account any additional local laws and regulations,” he says.

Baker advises companies to be vigilant about “high-risk touch points” for corruption and avoid using a cookie-cutter approach to pinpointing and evaluating corruption risks.

“These are interactions within the company’s business operations where the potential exists for corruption to occur. For example, is there a third party acting on the company’s behalf in obtaining a permit from a government authority?” he asks.

As such, Baker points out that it’s never a good idea to simply rely on a check list and just tick off to-do boxes. Companies should delve into their business operations to identify where and how they are vulnerable to corruption. One way to do this, he suggests, is to conduct interviews with key personnel in critical roles, such as managers at the head office, regional heads, legal teams and so on, “in order to understand the nature and extent of various types of corruption risk, especially as those risks relate to the company’s specific business model, structure, strategy and resources.”

MNCs should also have “a focused programme and rhythm of regional compliance committees” in each market, suggests Shea.

These regional committees should be composed of senior leaders from the company’s finance, legal, human resources and other major departments, and their main task is to review corruption risks and implement controls and policies consistent with the goals of the central compliance programme.

“By consistent engagement, each regional compliance committee can discuss and ad-

Relevant anti-corruption laws/ regulations

Anti-corruption body/regulator

Hong Kong

India

Indonesia

Japan

Independent Commission Against Corruption

Prevention of Bribery Ordinance, Banking Ordinance, Companies Ordinance, Theft Ordinance, Organised and Serious Crimes Ordinance

Central Bureau of Investigation (AntiCorruption Division)

Prevention of Corruption Act 1988, Lokpal and Lokayutas Act 2013, Prevention of Money Laundering Act 2002

Public Prosecutor, Financial Transaction Reports and Analysis Centre, Commission of Corruption Eradication

Anti-Corruption Law, Anti-Bribery Law, KPK Law, Indonesian Criminal Code, Anti-Money Laundering Law

No single body; National Police Agency and Public Prosecutor’s Office work with specialist units

Penal Code, Unfair Competition Prevention Act, National Public Service Ethics Act, National Public Service Ethics Code

Malaysian Anti-Corruption Commission

Malaysian Anti-Corruption Commission Act 2009, Penal Code, Anti-Money Laundering and Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001

Anti-Corruption Commission

Anti-Corruption Law, Penal Code, AntiMoney Laundering Law of 2014

Philippine National Police’s Criminal Investigation and Detection Group, National Bureau of Investigation’s antigraft section

Revised Penal Code, Anti-Graft and Corrupt Practices Act, Anti-Money Laundering Act

Corrupt Practices Investigation Bureau

Prevention of Corruption Act, Penal Code, Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act

Anti-Corruption and Civil Rights Commission, Financial Intelligence Unit

Korean Criminal Code, Specific Crimes Act, Anti-Corruption Act, Foreign Bribery Act, Kim Young-Ran Law (effective September 2016)

Investigation Task Force for Criminal Profiteering Crimes, Public Prosecutor’s Office, Ministry of Justice’s Investigation Bureau and Agency against Corruption

Anti-Corruption Statute, Criminal Code, Money Laundering Control Act

National Anti-Corruption Commission, Public Sector Anti-Corruption Commission

Organic Act on Counter Corruption, Penal Code of Thailand, Offences Relating to Submission of Bids to State Agencies Act

No single body; Ministry of Public Security and Ministry of Defence work with other agencies/groups

Law on Anti-Corruption, Penal Code, Law on Anti-Money Laundering

Malaysia

Myanmar

Philippines

Singapore

South Korea

Taiwan

Thailand

Vietnam

Source: Asia Pacific Anti-Corruption Report (5th edition) by Herbert Smith Freehills

dress risks, issues or regulations specific to its country or region. The central compliance programme should monitor the regional compliance committee activity so that the programme is running consistently and effectively, taking into account the variance of challenges faced in a particular country or region,” he says.

As Asian countries continue to establish their own regulations and enforcement regimes against corruption, MNCs need to stay alert and consistently monitor these developments. “I think the challenge is making the appropriate investment in tracking changes in local regulations and enforcement practices,” adds Shea.

PRACTICAL LAW

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19

PRACTICAL LAW CHINA

GC Agenda China is Practical Law’s monthly review for GC covering China. It summarises key horizon issues for GC and gives practical, specific and actionable suggestions for handling those issues.

Practical Law’s China service launched in 2014 with standard documents, how-to practice guides and detailed practice notes for lawyers working with Chinese companies or assets. For more information about Practical Law China, visit http://global. practicallaw.com/country/ china. Practical Law is an affiliated company of Asian Legal Business magazine.

GC AGENDA CHINA 2015 ANNUAL REPORTING SEASON FOR FIES On 13 July, MOFCOM, the SAT and CNBS issued the Notice on the Launch of the 2015 Foreign Invested Enterprise Annual Investment Operation Information Joint Reporting Work (关于开展2015年外商投资企业 年度投资经营信息联合报告工作的通知) (2015 Joint Reporting Notice). Under the notice, all FIEs must provide the following information concerning their 2014 operations by 15 October 2015: • The FIE’s name, organisation code, business registration number, operating term, enterprise type (that is, its categorisation as encouraged, permitted or restricted under the Catalogue for Guiding Investment in Industry 2015), business scope and corporate form.

• The FIE’s actual controller and any allocated but unremitted dividends.

• The FIE’s foreign shareholder loans, investments in China and abroad, turnover, gross profit, net profit and tax payments (including employee withholdings).

• The FIE’s R&D activities and any official recognition as a high-tech or technically advanced service enterprise.

• The FIE’s employees, including foreign employees and new hires.

(Article 1, 2015 Joint Reporting Notice) FIEs in Shenzhen and the China (Shanghai) Pilot Free Trade Zone have been required to provide this information since April 2014. The reporting regime replaces a system in which FIEs were subject to an annual inspection. The changes are part of a full-scale reform of China’s corporate law launched in 2013.

The information will be publicly searchable on the National Annual Investment Information Disclosure Platform for Foreign Invested Enterprises at http:// gongshi.lhnb.gov.cn/ (Article 2, 2015 Joint reporting notice).

The annual reporting system will make it easier for practitioners in China to find corporate information.

Ren Qing, a Beijing partner at Zhong Lun Law Firm, described the new regime as “Another step to reduce the burden on entities and government departments and another welcome change.”

Action items GC for companies with an FIE in China should collect their information now and should ensure it is uploaded to the government’s online database at http://lhnb.gov. cn/ before 15 October 2015.

DRAFT NETWORK SECURITY LAW CIRCULATED On 6 July 2015 the Standing Committee of the National People’s Congress circulated the Network Security Law (draft) for public comment. The goals of the draft law are to ensure Chinese cyber-sovereignty and national security and to protect the private data of Chinese citizens and organisations.

New standards could prejudice foreign companies Several provisions of the draft law could affect market access by foreign IT companies, including: • A requirement to develop a set of network security standards unique to China (Article 13).

• A ban on the sale of key network security equipment and specialised network security products that do not comply with national and industrial standards (Article 19).

• A graduated system that obliges network operators to take progressively more extensive steps to preserve network security (Article 17).

• A prohibition on storing or transmitting network data (including user data) for key information infrastructure outside China without special permission. These include government networks as well as networks owned or managed by network service providers with a large number of users (Article 56).

The draft law “sets the stage for accelerated efforts by the Chinese government to implement onerous cybersecurity standards for various types of IT products and services,” said Paul McKenzie, a partner in Morrison & Foerster’s Beijing office. “Banking standards announced last year were not implemented due to concerns voiced by banks and IT companies. We can expect renewed standard setting efforts affecting a broad range of sectors in the near future, some of which foreign IT companies may find difficult or unpalatable to comply with.” The draft law also addresses China’s fragmented data privacy regime. The data protection provisions of the draft law have received more support from practitioners, constituting in McKenzie’s view “a welcome effort by China’s legislature to unify and standardise requirements governing the collection, processing and use of personal data”.

Action items GC for IT companies may wish to co-ordinate with industry associations and chambers of commerce to monitor and help drive the development of network security standards in China. All GC should ensure their internal data privacy protection rules and procedures conform to the draft law and any industry specific rules.

Also on GC Agenda China’s online version this month: • China publishes Internet finance guidelines • China passes National Security Law • SPC issues provisions on recognition and enforcement of Taiwanese arbitral awards • MIIT opens e-commerce to 100% foreign ownership nationwide • SAIC implements policy of issuing business licences before pre-approvals This article has been abridged from the original. To read Practical Law China’s full coverage including the additional stories, view the online version at http://global. practicallaw.com/8-617-6027

20

Q&A

ASIAN LEGAL BUSINESS AUGUST 2015

‘IT MAKES COMPLETE SENSE TO THINK ABOUT EXPANDING GLOBALLY’ SKY (SIH KYOUNG) YANG, SENIOR PARTNER, AND MATTHEW CHRISTENSEN, SENIOR FOREIGN ATTORNEY AT KOREAN FIRM BAE, KIM & LEE, SPEAK TO KANISHK VERGHESE ABOUT THE FIRM’S RECENT EXPANSION IN ASIA AND THE MIDDLE EAST, ITS KEY FOCUS AREAS IN THE REGION, AND ITS KOREA STRATEGY AS THE MARKET OPENS UP TO FOREIGN LAW FIRMS.

ALB: BKL has had a busy year so far, launching offices in Dubai and Hong Kong. What was the inspiration behind these openings, and how do these new offices fit into the firm’s strategy?

Yang: Korean companies have long been famous for investing and conducting business operations around the world, and for the last few years they have been becoming more active in looking for opportunities outside Korea. In line with our client-focussed philosophy, and with Korean companies’ increasing interest in overseas operations, we think it makes complete sense to think about expanding our presence globally.

From a legal market perspective as well, it makes sense to expand our business presence and operations outside of this peninsula.

Christensen: This is very much a clientdriven expansion. As Sk y mentioned, many of our clients are now finding that their overseas operations are increasingly displacing their domestic operations as the biggest contributor to their overall results. As a law firm that has traditionally depended quite heavily on our Korean clientele – though we represent many foreign clients as well – we need to be prepared to follow our clients and service their needs overseas. The strategy for each office is a bit different but in general our clients tell us that they prefer to have the assistance of legal advisors who speak Korean, who are loyal, and who provide assistance swiftly and economically. That is what we aim to do through these new offices. Of course, overseas expansion is not a new thing for us, as we were the first major Korean firm

to open in Beijing and the first to open in Shanghai.

ALB: We have heard that BKL intends to open two Vietnam offices, in Ho Chi Minh City and Hanoi, later this year. What will these offices focus on?

Yang: We have obtained licenses for both the Hanoi and Ho Chi Minh City offices. There is a lot of Korean investment in Vietnam. Korean-related subsidiaries and Korean-invested companies amount to over 4,000 in the country, and they created about 4,110 projects last year with an aggregate project volume of about $37 billion. We are one of the first Korean law firms to open in Vietnam, and we want to support the Korean-led companies there on their local operations as well as on overseas investments originating out of Vietnam. We expect to have more opportunities with the local Vietnamese companies as well.

ALB: Are there any further expansion plans in the pipeline?

Christensen: We wouldn’t say that we are done expanding. We have looked at various other places. There aren’t any other expansion plans on the immediate horizon, but we are keen to follow this strategy to its natural conclusion and to be where our clients need us to be. There obviously needs to be a good business case because of the significant investment involved, but we are continually looking at possibilities.

We are committed to having these overseas ventures work out. It’s important that we have buy-in from our partners in Seoul, and that we do everything we can from the

home office to support these overseas offices. For example, we’ve organised certain Task Force Teams, and we have lawyers here in Seoul who are assigned to support the various overseas offices. In addition, we have identified additional regions where we want to enhance our capability to support clients who are operating in those regions.

We have, for example, established a South Asia Task Force Team, which I head. And we have similar teams for other regions of the world where our clients are active, including Southeast Asia, Russia/CIS, and Latin America, to name a few. So our overseas offices are part of a broader strategy in which we are looking to support our clients wherever they are involved throughout the world.

ALB: Are there any key areas of growth or practice areas that BKL is focussing on in particular?

Yang: We have had a busy year, particularly in the areas of tax, antitrust, labour and intellectual property. We have been enhancing the service quality and portfolio of these teams to increase our exposure both domestically and overseas to foreign investors. In our labour practice, we recently recruited three partners to substantially fortify our advisory and litigation capabilities. For the tax team, we recruited two former high-ranking judges from the Korean tax and administrative courts. We also recently hired a former High Court judge and a few patent attorneys to our intellectual property team. In addition, we brought on board a former official from the Korea Fair Trade Commission, so we are

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SKY (SIH KYOUNG) YANG

much better positioned to provide services in competition issues, which is becoming increasingly important in Korea. In M&A, we have been outperforming the market for the last year. One notable highlight is that we are representing Samsung group entities with respect to their group restructuring process, which is still ongoing.

Christensen: Our mainstays of corporate/ M&A and dispute resolution remain very active. In the area of international disputes, we are currently handling several disputes on behalf of Korean contractors involved in international projects, as well as a number of investment treaty-based arbitrations – including two cases involving claims brought by Korean investors against foreign states. Investor-state disputes are still a relatively new thing for Korea, and we feel very fortunate to have served a pioneering role in the market.

ALB: With the liberalisation of Korea’s legal market, we have seen a number of international firms open in Seoul over the past few years, as well as some mergers and alliances. What are your thoughts on the opening up of the Korean legal market? Does this pose a challenge for BKL?

And does the firm have plans to ally or strengthen cooperation with other firms in the Korean market?

Yang: I am a Vice President for international affairs at the Korean Bar Association, and in that capacity I have been involved in this issue along with the Justice Department and other interested institutions. We are heading toward the final stage of the three-tiered legal market liberalisation process pursuant to Korea’s Free Trade Agreements with the U.S. and the European Union. Starting from late 2016, European law firms will be allowed to enter the third and final stage where they can enter into joint ventures with Korean firms. The same will apply to U.S. firms starting from the following year in early 2017. The joint ventures can then hire Korean lawyers and foreign lawyers, so they will be able to provide cross-border and international services, as well as practise Korean law. What will actually happen during that stage is not a hundred percent clear at this point, so we’ll have to wait and see.

Major full-service law firms like us are very interested in seeing what is going to happen at the firm level as well as the individual practitioner level. This will obviously create some challenges and increase com-

Q&A

21

MATTHEW CHRISTENSEN

petition in Korea’s legal market. But challenges always come with opportunities as well. We are more positive than pessimistic with respect to the market opening process.

The idea of the process is to provide better quality services on a more international level to Korean clients, and we expect to be in a better position to provide quality services than before, working alongside the foreign law firms and lawyers. Although there will be a lot more competition, we expect the market to become more mature in terms of the quality of legal services.

Christensen: There are probably some smaller firms in the market that consider themselves to be ideal merger partners, and I guess time will tell whether or not they’re right. I expect that larger firms in the market will generally maintain their existing plans, and that’s certainly what we are doing.

We are cautiously optimistic about the future. We are in an investment and expansion mode, and we are not relying on a merger to protect ourselves in the coming years. Rather, we are trying to make the necessary improvements to our own internal resources in order to compete effectively no matter what the future brings.

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COVER STORY

ASIA

IN-HOUSE

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ASIAN LEGAL BUSINESS AUGUST 2015

Today’s in-house teams are more than just providers of legal advice. They are now an integral part of any company, assessing risk, helping make business decisions, and negotiating some critical deals while keeping the company safe from harm. And highlighting this ever-evolving role of in-house counsel is the inaugural ALB In-House 25, which showcases the fine work that in-house teams are doing across the region. The In-House 25 was selected on the basis of submissions from in-house teams, wins at ALB’s various law awards across Asia, and also market feedback. The list below is in alphabetical order.

AIA Group Alibaba Group Asian Development Bank Astro Carlyle Group Citigroup CJ E&M Equinix Goldman Sachs Hongkong Land Hyundai Heavy Industries Itochu Corporation Maybank Mizuho Securities Morgan Stanley MUFG Securities MTR Corporation PMFTC SapuraKencana Semen Indonesia Sime Darby Sinergy Consulting Services Singtel Softbank Sun Life Indonesia Telstra

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ALIBABA GROUP

Heade d by GC Tim Steiner t, the Alibaba Group has a legal team of approximately 230 people across mainland China and Hong Kong. In the past year it was in the headlines for its IPO on the New York Stock Exchange that raised upwards of $25 billion, but other major achievements in that time have included an offering of $8 billion of senior unsecured notes of Alibaba Group; a $3 billion syndicated loan, more than 55 investment and acquisition projects (both in the PRC and abroad); the restructuring of the group’s commercial arrangements with affiliated entity Zhejiang Ant Small and Micro Financial Services Group, the establishment of the Alibaba Legal Practice Research Center and online legal platform; and supporting the establishment of Zhejiang E-Commerce Bank. “A wellfunctioning in-house team provides the procedural and contractual structures and tools for a business to develop ef-

ficiently in an environment of minimized long-term risk,” says the team. “The team must be close to the business, be able to balance short-term needs and long-term risk and must be able to communicate in a clear and constructive manner.”

Asian Development Bank (ADB) has

Headquartered in Manila, the

an 85-member strong legal team headed by Christopher Stephens. In 2014, ADB’s legal department advised on projects including investments of almost $23 billion, of which almost $14 billion was loaned to sovereign borrowers; more than 300 technical assistance projects; and more than 50 projects for $9.24 billion of co-financings with commercial banks, other multilateral development banks, and development agencies. Currently the legal department administers more than 600 public sector projects, and almost 200 private

ASTRO MALAYSIA HOLDINGS

sector projects, and in 2014, advised on eight country partnership strategies, outlining the countries’ development and policy priorities for the coming three to five years. Additionally, the legal department advised on the bank’s raising the equivalent of $14.25 billion in more than 50 borrowing transactions denominated in 11 different currencies, and 20 public offerings, including the first-ever Indian rupee denominated offshore bond. Finally, the legal team also advised the bank on the management of a portfolio of more than $35 billion of investment and trust funds in 24 currencies.

One of the main tasks before the 17-lawyer team at Astro Malaysia Holdings, headed by Hoh Hon Piao, is to support the company as it enhances its content and product offerings plus the technology it deploys.

The team advises on relevant laws and complex content rights as well as structures, and negotiates contracts to lay the foundation for such digital platforms. It also backs the company’s push to regional markets by advising on joint ventures and collaborations to create and distribute regional content as well as a deal with Pinewood Iskandar Malaysia Studios to be their exclusive television production services provider.

Finally the in-house legal team also has an important role to play in guiding the business in competition law compliance as well as compliance under the relatively new personal data protection regime in Malaysia. “Since [Astro’s] key assets invariably involve intellectual property, the in-house legal team has a strategic and important role to play

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COVER STORY in advising the business on intellectual property issues as well as the structuring and negotiation of IP ownership and complex content rights,” says Hoh. Reflecting the size and presence of Citigroup, its legal team numbers a solid 200 lawyers. Hong Kong and Singapore act as regional hubs, but lawyers are based across the region, including in countries like Bangladesh.

The last 12 months have been one of the busiest periods on record for capital markets issuance from Asian companies, and the team, headed by Amy C. Reich, has provided legal support and counsel on over $100 billion of equity and debt transactions as well as more than $50 billion of M&A activity involving Citi’s Asian clients, including the largest-ever IPO and global bond from an Asian company. A notable transaction has been the bancassurance agreement signed between Citi and AIA, the largest-ever such agreement in the region, covering 11 markets. “In-house legal plays a key role in supporting Citi in the markets in which we operate across the region,” says Reich. “The advice and counsel we provide to all areas of Citi is critical to maintaining our commitment to our clients, regulators, and shareholders and to promoting our culture of excellence and integrity.”

The Asian legal team of the Californiaheadquartered Equinix numbers nine attorneys, based in Singapore and Tokyo, and is headed by Yolande Goh. Notable work done by the team recently included integrating Japan

HONGKONG LAND

ASIAN LEGAL BUSINESS AUGUST 2015

into the US global REIT structure. “We were an integral part of the planning, demerger process and implementation of the REIT conversion,” says Goh. “Inclusion of Japan was a significant factor in allowing Equinix to elect to become a global REIT on Jan. 1, 2015 and for our company to qualify as a REIT. Our group saved approximately $40 million as a result of this transaction.” Additionally, the team worked on private M&A transactions, including acquiring six data centers and one disaster recovery center from Hong Kong-based data center provider Asia Tone for $230.5 million. The team also worked on 55 real estate acquisitions and leases across cities in the AsiaPacific region in 2014 and 2015.

This is a “year of acquisition” for

Hongkong Land, which has a legal

team of 15 (including eight lawyers) in Hong Kong and Beijing. The company has secured new investments in multiple locations in China, while looking at possible acquisitions in Cambodia, Philippines and Vietnam, and this has put the legal team front and centre.

The team, headed by David P. Lamb, executive director and group counsel, and Cissy W.T. Leung, head of legal services, is carrying out a “lease revamp” for Hong Kong and in other jurisdictions such as China, Cambodia, Indonesia, Singapore and Thailand. As such, it has revised its standard templates but maintained a good balance of rights and liabilities between the landlord and tenants. The team has also invested resources in organising and present-

ing in-house produced “Legal Talks” for those on the commercial side of the business. Solely using in-house efforts, these talks involve preparing and delivering legal workshops on diverse topics to employees at all levels, from executive directors to property-management staff who patrol the buildings where Hongkong Land provides building management services – solely using in-house efforts.

Headed by Jun Hee Kim, a former arbitration partner with Kim & Chang, the Hyundai Heavy Industries legal team is headquartered in Seoul, and is composed of 35 attorneys and professional staff. In the recent past, its work has included the negotiation of the full suite of project contracts for several first-of-a-kind Floating LNG (FLNGs) projects; a $1.94 billion order for an offshore gas development project in Abu Dhabi; a $3.4 billion order to construct and deliver a clean-fuel refinery for a national oil company in the Middle East; a negotiated multi-billiondollar project to construct and deliver a refinery for a national oil company in the Middle East; negotiation and finalisation of contracts and ancillary agreements with Maersk amounting to $1.1 billion for nine container carriers; and negotiation and finalisation of contracts and ancillary agreements with a Saudi Arabian buyer for 10 oil tankers in excess of $1 billion. Additionally, the legal team also regularly handles contentious work internally without the engagement of outside counsel.

Headquartered in Tokyo, the legal team of Itochu Corporation also has offices in Osaka, Singapore, Beijing and Shanghai. The team of approximately 100, headed by Mitsuru Claire Chino, recently played a key role for the company in the negotiation of agreements related to the acquisition and subscription by Itochu Corporation and Charoen Pokphand of 20 percent shares in the Hong Kong-listed CITIC for approximately $11 billion. Chino, who has been hailed as an “innovative lawyer” by the Financial Times, says that the legal division “strives to be proactive” in identifying and defining its roles, instead of waiting for management to define it. “Today, the legal teams are not only asked about

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about how the in-house team is contributing to the business, Kanai says, “By working closely with business front, the in-house team can provide practical and well-balanced legal solutions, taking into account business practices and the needs of the front staff.” She adds that in-house teams today need to have a “deep knowledge of business practices based on close communications with the front” and the “ability to find out well-balanced and practical legal judgment.”

ITOCHU CORPORATION

purely legal matters but rather about matters that help management in making good business judgment and in thinking about the core value that the company wishes to uphold,” she says, adding that a successful in-house team should “understand the business needs and goals and be proactive in moving transactions forward while identifying and minimising risks.”

Headquartered in Kuala Lumpur, the 60-lawyer legal team of Malayan

Banking Berhad Group of Companies is based across a num-

ber of ASEAN countries plus Hong Kong. The team’s recent notable work includes assisting in launching regional documents for transaction banking services and private-wealth management services cross Malaysia, as well as a number of Maybank’s regional branches; the establishment of a subordinated sukuk murabahah programme of up to 10 billion ringgit ($2.6 billion) in nominal value issued by Maybank Islamic Berhad, updating its $5 billion EMTN programme; and being involved in the 834 million-ringgit IPO of 7-Eleven Malaysia Holdings and the S$128 million ($93 million) IPO on ISEC Healthcare. The companys says its in-house legal team works “as business partners with various business units.”

Explains the team: “Our contribution is significant in terms of advising on deals, structuring of products, regulatory issues, drafting of terms and conditions and overall advisory and legal solutions. We reduce legal costs significantly as a substantial amount is

done in house to manage legal risks for the group, and also contribute in terms of updating business on latest legislations and case law.”

Japanese investment banking and securities firm Mizuho Securities is a subsidiary of Mizuho Corporate Bank, which is a wholly owned subsidiary of Mizuho Financial Group, the second-biggest Japanese financial services conglomerate. The bulk of Mizuho Securities’s legal team (37 lawyers) is located in Tokyo, with a few others in Hong Kong and Singapore. Headed

by Kimiko Kanai, the team has helped the business in its underwriting of important IPOs, such as the $1.9 billion listing of Recruit Holdings, Japan’s top provider of short-term workers, and the $5.3 billion IPO of railway and property company Seibu Holdings. When asked

PMFTC

The legal team of Philippine tobacco company PMFTC may be lean (one senior counsel, three counsel and two legal assistants in Manila) but it punches above its weight, as can be seen by two litigation victories. Earlier this year, the Philippine Supreme Court dismissed an appeal filed by the Department of Health (DOH) against the company for being “moot and academic”. The case stemmed from the issuance by of a DOH order requiring the printing of picture health warnings on cigarette packs.

And then in March, the Supreme Court confirmed that tobacco promotions for adult smokers were still allowed.

Additionally, the legal team assisted in negotiations and drafting of documents to sign a 13 billion peso ($285 million) credit facility agreement with a local bank, fought back against illicit trade in cigarettes, and advocated for reasonable regulation and fair enforcement.

As the team puts it: “There is hardly ever a dull moment for the PMFTC law department.”

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sounding board for the business and assisting the business in their decisionmaking – increasingly beyond areas traditionally considered as legal,” says Sanmuganathan. “Helping with business velocity is another aspect of being a business partner- whether this is through improved processes, better education and awareness programs and self-help tools to better equip the business to identify red flags, or being part of the business strategy creation process to provide advice that can shape a better product or program.”

SIME DARBY BERHAD

The 16-member legal team of

SoftBank Group Corp. is located Semen Indonesia, the country’s largest cement producer has plants on the islands of Java, Sumatra and Sulawesi, and its legal team of around 20 people is located in Gresik Regency in East Java. Over the past year, one of its notable works was a dispute over the company’s environmental licence, which spent a number of months in the courts system. “The plaintiff claimed that the company’s environmental license was invalid because it was not made based on the legal procedures, but the judges ruled in our favour in April,” says Muhamad Soffan Heri, head of legal. Heri explains that the case was very important because an unfavourable decision would have been a major setback for the company’s bottom line. “It would have been impossible for us to build our cement factory, since the environmental license is the primary license, becoming the basis of issuing other licenses. If that was revoked, the other licenses would be invalid, we would not be able to run our business, losing $2 million.”

Sime Darby Berhad’s 48-member legal team is not just confined to its home base of Malaysia. Choo Suit Mae is the group general counsel for the team, whose members are in Indonesia, Singapore, Hong Kong, China, Australia, Papua New Guinea and the Netherlands. In the past year, the team has advised the Sime Darby Group on two projects: its investment in the development of the iconic Battersea Power Station site in London and its $1.5 billion multi-currency sukuk issu-

ance programme. The team also advised Sime Darby Plantation on its takeover of New Britain Palm Oil Limited.

“The Sime Darby legal team is drawn from diverse cultures, backgrounds and practice areas, ranging from litigators to M&A experts,” says Choo. “The team plays a key role in managing legal risks and provides transactional legal services to the business team. In relation to compliance and governance, the team collaborates closely with the risk and compliance functions within the group.

Given the team’s insightful understanding of the business and commercial objectives of the group, they are seen as strategic partners and bring a different perspective which complements the skills of other advisers and senior decision-makers.”

Singapore Telecommunications Limited (Singtel) is led by Shantini

The 25-lawyer legal team of

Sanmuganathan. In the past year, the team has advised on deals such as the Amobee Group’s (a wholly owned subsidiary of Singtel) acquisition of Adconion Media and Adconion Pty Limited for $209 million; Amobee’s acquisition of Kontera Technologies for $150 million; the setting up of HOOQ Digital Pte. Ltd., a joint venture between Singtel, Sony Pictures Entertainment Inc. and Warner Bros.; Singtel’s agreement to acquire 98 percent of Trustwave Holdings for $850 million; and the integration of OpenNet and CityNet. “Today as in house corporate counsel, we play a very important role in being the

in Tokyo and headed by GC Masato Suzaki. In the past 12 months, the legal team has been involved in 23 major deals, with a total value of around $2 billion), including the IPO of Alibaba Group Holdings; domestic and global bond offerings; investments in companies such as Coupang, Korea’s largest online retailer, Snapdeal, India’s largest online marketplace, Grabtaxi, South-east Asia’s largest mobile taxi booking app, Ola Cabs in India and Altaeros Energies’ Buoyant Airborne Altaeros Energies’ Buoyant Airborne Technology; the formation of joint ventures with Foxconn and Alibaba in the robotics business, and Legendary in the contents business.

The Asian legal team of Australia’s

Telstra is headquartered in Hong

Kong, with additional locations in Singapore, Malaysia and mainland China. The 31-member team, headed by deputy group general counsel Simon J. Brookes, has worked on a number of notable recent transactions, including the acquisition of Pacnet for $697 million; CloudMed’s purchase of the business assets of Cloud 9 Software and IdeaObjects; the joint venture between Telstra and Telkom Indonesia; the launches of a global cloud product suite with Cisco as well as the Global Media Switch; and customer agreements with a range of clients ranging from Dairy Firm to the city of Busan in South Korea, among others. Among its notable work was a deal worth over $20 million with a Fortune 500 company to provide network, cloud and hosting services in 15 countries across Asian Pacific.

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ASIAN LEGAL BUSINESS AUGUST 2015

OFFSHORE ADVANTAGES AS BUSINESS BOOMS ACROSS THE ASIA-PACIFIC REGION, THE NEED FOR OFFSHORE FINANCIAL CENTRES IS ON THE RISE, FINDS CHRISTOPHER HORTON

Beachgoers watch the sun set at Kuta beach in Bali, Indonesia. REUTERS/Sharon Lee

W

hile China may be the biggest economy in the region other countries in Asia Pacific are emerging as important economic players. Key economies like Indonesia, which are both large and diversified, are rapidly growing in global significance.

Certainly, much of the future demand for offshore-related legal services will continue to come from China but other economies especially in Southeast Asia are increasingly important sources of demand. A growing number of newly regional or global companies are looking for structures that take advantage of British Virgin Islands (BVI) or Cayman Islands structures.

“Much like in China, Indonesian conglomerates often set up BVI companies, primarily as holding companies in their group corporate structures,” says Jonathan Culshaw, Asia managing partner of Harneys. “They are

seen as beneficial as they are neutral structuring vehicles, are not subject to any direct tax in the BVI and there are no exchange controls or financial assistance prohibitions which makes them flexible vehicles. As to ‘who’ is interested in offshore counsel, I would say that we are seeing an uptake in instructions directly from Indonesian counsel, rather than directly from the corporates.”

“We see offshore structures used in a broad range of industries such as financial services, commercial property investment, health care, shipping and resource industries,” says Alan Dickson, director and head of the Conyers Dill & Pearman’s Singapore office.

“All are making use of offshore structures to access international pools of capital and to hold cross-border assets,” Dickson says.

“We do not see any particular industry as the front-runner in this activity and believe that

such a broad based use of offshore structures indicates the main stream acceptance of the advantages of offshore structures among diverse industries.”

“Indonesia has provided transactions and subsequent restructuring work requiring offshore advice, as well as bondholder disputes,” says Mark Western, joint managing partner of Maples and Calder’s Hong Kong office. “The use of BVI entities as holding vehicles by conglomerates is common in Indonesia as is the use of BVI and Cayman trusts for wealth protection and estate planning.”

As the world’s most-populous Muslim nation, Indonesia also offers unique opportunities in the fast-growing Islamic finance sector. One recent example is Ogier’s closing of a $500 million sukuk (an Islamic bond) for Garuda Indonesia.

“The biggest CONTINUE REUTERS/Nayef D O N Hashlamoun PAG E 3 0

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ASIAN LEGAL BUSINESS AUGUST 2015

o p p o r tu n it y we see in Indonesia this year is Islamic financing,” says Anthony Oakes, Ogier’s head of finance in Hong Kong. “There is an interest amongst Indonesia corporates in tapping the international Islamic capital markets and Cayman companies are the preferred entity to act as the issuer.”

Similar to structured and asset finance, these Cayman companies are “orphan” special purpose vehicles whose shares are held on charitable or purpose trust. This ensures that these issuers are bankruptcy remote, providing investors with certainty that no other creditors will have claims against them.

CO N T I N UE D F RO M PAGE 28

PROVIDING VALUE The recognition of the value of offshore legal counsel in Asia Pacific’s largest economies has grown alongside the push to adopt efficiencies and benefits from advantages of offshore finance.

Hong Kong and Singapore, once gateways to China and Indonesia, are slowly yielding to the massive economies that were once considered hinterlands filled with potential, leading to the continuing rise of Asia Pacific as a growth region for the offshore industry.

On the whole, Asia Pacific is increasingly dynamic, offering a wide range of opportunities for different firms operating in different offshore finance hubs.

“The prospects for offshore counsel in Asia Pacific are very good,” says Western.

“Our primary function is to support ‘onshore’ counsel and advise specifically on the Cayman Islands or BVI aspects of a transaction.”

Maples and Calder’s role in transactions is more akin to that of traditional “onshore” counsel, although they often work alongside other major law firms on transactions where their role is to focus on checking the Irish legal aspects of a deal.

“Given our extensive client base and years of practising, we have found that we have become a trusted advisor to many of our clients,” Western says, “particularly in providing on-going company formation and administration or other fiduciary services.”

M&A transactions in Asia Pacific are now playing a larger role in the region’s offshore profile.

Trends from the first quarter of 2015 show that M&A transactions were of particular significance, says Christopher Bickley, partner and head of Conyers Dill & Pearman’s Hong Kong office.

The downtown waterfront area of Georgetown, Grand Caymans. REUTERS/Alan Markoff

“FOLLOWING THE STRONG EXPANSION OF THE PRC ECONOMY AND FUELLED IN PART

BY THE RELAXATION OF PRC REGULATIONS IN RELATION TO CROSSBORDER CAPITAL FLOWS, THE USE OF CAYMAN AND BVI ENTITIES BY PRC COMPANIES, FUNDS AND INDIVIDUALS HAS INCREASED STRONGLY IN RECENT YEARS.” Anthony Oakes, Ogier

“ M& A ac tivit y was unprecedented throughout Asia during the first quarter 2015,” Bickley says. “Deal activity in this sector has increased significantly across China and the wider Asia-Pacific region.”

“The recent drop in mainland China stock indices and in Hong Kong are likely to have a knock-on effect in capital markets work,” he adds. “The recent suspension of IPOs by authorities for the mainland stock markets is likely to benefit the Hong Kong stock market in the medium term.”

Indeed, Asia Pacific deal volume in the first quarter is greater than that of Europe, the Middle East and Africa (EMEA) by 15.5 percent. During the same period, China’s cross-border activity accrued $28.8 billion, up by 25 percent year on year. The increasing volume of transnational activity creates opportunities for corporations in the region to benefit from the advantages of offshore finance and counsel.

“The popularity of offshore jurisdictions such as BVI and the Cayman Islands are well known and recognized in Asia,” says Kate Hodson, counsel at Ogier’s Hong Kong office.

“These two jurisdictions have dominated in Asia for some time and are well-rehearsed at keeping abreast of required regularity changes to meet the demands of sophisticated investors in the region.”

Recent examples of this include the revisions made to the Cayman Islands Exempted Limited Partnership law in the Cayman Islands in 2014 responding to industry feedback in the private equity space. This revised legislation is expected to increase the attractiveness of Cayman Islands exempted limited partnerships to managers, investors and creditors alike.

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Trams collect passengers at a stop in Hong Kong’s Admiralty. REUTERS/Erik de Castro

CO N T I N UE D F RO M PAGE 30 Others jurisdictions have followed suit.

The British Virgin Islands has brought in legislation to introduce two new types of investment funds—incubator and approved funds—designed to provide fast and cost effective open-ended funds. And both jurisdictions have introduced laws to allow for direct enforcement of contractual rights by third parties in contracts to which they are not a party, Hodson says. The prevailing message is that both these jurisdictions continue to appeal to sophisticated investors so the prospects for offshore counsel in Asia are promising.

“Most offshore service providers will operate across a number of jurisdictions, no one wants to put all their eggs in one basket,” Hodson says.

Ogier, for example, offers Cayman Islands, British Virgin Islands, Guernsey, Jersey and Luxembourg advice from Hong Kong.

“Each of these jurisdictions provides sufficient flexibility and advantages to be able to operate across the full breadth of service lines offered by the firm including, M&A, investment funds, private equity, capital markets, finance and private wealth,” Hodson says.

CHINESE POTENTIAL China is the big prize for offshore firms looking to take advantage of the world’s secondlargest economy and its continued focus on overseas M&A.

“HONG KONG IS A MORE IMPORTANT CENTRE FOR OFFSHORE FUNDS AND LISTCOS WHEREAS SINGAPORE’S USE OF OFFSHORE IS PRIMARILY IN FINANCING AND JOINT VENTURE VEHICLES ALTHOUGH OFFSHORE PRODUCTS ARE ALSO USED BY ITS PRIVATE WEALTH SECTOR.” Jonathan Culshaw, Harneys “There is an increasing appetite from Chinese managers to launch offshore funds,” says Maples and Calder’s Western.

The firm’s China team has worked with “Chinese-sponsored Cayman Islandsdomiciled private equity, real estate and hedge funds over the last 12 months.”

Maples and Calder is continuing to see

an increase in litigation work from the PRC, with instructions coming directly from PRC law firms or companies, Western adds.

Most litigation is related to shareholder disputes with respect to BVI and Cayman Islands companies, reflecting the fact that both jurisdictions are widely accepted as having effective court systems.

Trusts is another area that is growing, particularly IPO-related trusts for employees of Chinese businesses and in private wealth planning trusts for founders. Maples and Calder’s corporate team continues to see Cayman vehicles being used by founders of businesses in China for IPOs in Hong Kong, Taiwan and the U.S., he adds.

“Following the strong expansion of the PRC economy and fuelled in part by the relaxation of PRC regulations in relation to cross-border capital flows, the use of Cayman and BVI entities by PRC companies, funds and individuals has increased strongly in recent years,” says Anthony Oakes, head of finance at Ogier’s Hong Kong office.

The most common uses for these offshore markets include: • Offshore fund structures: Cayman companies are typically used as private open-ended funds like hedge funds and limited partnerships are used as closeended funds, like private equity funds.

• PRC bond deals: BVI companies are typically used as the issuing vehicle for bonds.

• IPOs: Cayman companies have long been a popular entity for companies wishing to list on Asian stock exchanges, particularly Hong Kong.

• PRC holding structures: The so-called “red chip structure” is used by many PRC company groups. A string of Cayman or BVI companies are set up offshore above the PRC operating companies, which produce the group’s income. The offshore structure creates efficiencies in terms of withholding tax, stamp duty and ability to restructure.

• Inbound private equity investment: When private equity investors target PRC companies or joint ventures, they often include BVI and Hong Kong entities as intermediary entities that can provide stamp duty and withholding tax savings.

BEYOND CHINA Close to both the Chinese and Indonesian markets are the offshore centers of Hong Kong and Singapore, which share similarities but are also markedly different.

Hong Kong and Singapore “are similar in that a significant CONTINUE D O N PAG E 3 4

Harneys is pleased to announce the opening of our Tokyo office.

Harneys’ Japan practice offers a full range of offshore transactional services, including investment funds, corporate, finance and dispute resolution.

Yuji Asano Japan Representative Tokyo yuji.asano@harneys.com Matt Roberts Japan Practice - Partner matt.roberts@harneys.com Lisa Pearce Japan Practice - Partner lisa.pearce@harneys.com Junko Shiokawa Japan Practice - Counsel junko.shiokawa@harneys.com

HARNEYS | Tokyo

The oldest and largest BVI law firm, with a growing and dynamic Cayman Islands practice. Harneys provides an unrivalled full-service offering throughout Asia.

Anguilla British Virgin Islands Cayman Islands Cyprus

Hong Kong London Mauritius Montevideo

Sao Paulo Singapore Vancouver Tokyo

Mauritius service provided through an association with BLC Chambers.

Harneys Services Japan K.K. East Tower 4th Floor Otemachi First Square 1-5-1 Otemachi Chiyoda-ku Tokyo | Japan | 100-0004 Tel: +81 (0)3 5219 1233

www.harneys.com

34

OFFSHORE

proportion of the demand for offshore legal structures and offshore legal counsel in both markets derives from investment in and from neighbouring countries, rather than being a pure domestic play,” says Dickson of Conyers Dill & Pearman.

In Hong Kong, this principally means China. Singapore casts a wider net with investments from or into member countries of the Association of Southeast Asian Nations (ASEAN), principally Indonesia and Malaysia.

“Demand for offshore structures and legal counsel will in future continue to be driven by levels of business activity in these ‘feeder’ countries,” says Dickson.

The Singapore market for offshore is smaller, but growing, whereas Hong Kong is booming but is undiversified and Chinafocused, notes Harneys’ Culshaw.

“Hong Kong is a more important centre for offshore funds and listcos whereas Singapore’s use of offshore is primarily in financing and joint venture vehicles although offshore products are also used by its private wealth sector,” Culshaw says.

There are significant differences between Hong Kong and Singapore owing to policy, Dickson explained.

For example, Chinese policy has not discouraged the use of offshore structures and Chinese businesses have embraced the neutrality, flexibility, certainty and efficiency that offshore holding company structures offer to them in accessing international capital and in financing and trading transactions. Certain ASEAN countries restrict their citizens and businesses from investing externally.

“To this extent, some ASEAN countries do have institutional impediments to efficient capital flows, and these do represent a significant difference from Chinese economic policy,” he says.

So how do those involved see things playing out for the growth markets of China and Indonesia in the short term?

“Offshore vehicles will continue to be used by Chinese clients both for structuring investments into China and for investments outside of China,” says Bickley at Conyers Dill & Pearman. “Chinese outward bound M&A is likely to continue to increase over the next couple of years and it is expected that offshore vehicles will continue to have a part to play in these transactions.”

“In Indonesia, there is continuing demand for inward investment as this giant economy continues to emerge,” Dickson says from Conyers’ Singapore office. “Considering the efficiencies offshore structures bring

ASIAN LEGAL BUSINESS AUGUST 2015

CO N T I N U E D F RO M PAGE 32

An aerial view of the business district in Jakarta. REUTERS/Beawiharta Beawiharta

“CONSIDERING THE EFFICIENCIES OFFSHORE STRUCTURES BRING TO AGGREGATION AND DEPLOYMENT OF FOREIGN CAPITAL, WE EXPECT INDONESIAN DEMAND FOR FOREIGN CAPITAL WILL DRIVE A SIMILAR DEMAND FOR OFFSHORE LEGAL COUNSEL TO ASSIST IN STRUCTURING SUCH EFFICIENT INVESTMENT STRUCTURES.” Alan Dickson, Conyers Dill & Pearman

to aggregation and deployment of foreign capital, we expect Indonesian demand for foreign capital will drive a similar demand for offshore legal counsel to assist in structuring such efficient investment structures.”

“We see the Indonesia market growing naturally as the size of the Indonesia economy grows and as Indonesia corporates increasingly seek to undertake international capital raisings,” says Ogier’s Oakes. “In China, the continued growth will be reliant not only on the growth of the Chinese economy but also on China continuing to develop its regulations toward internationalisation of the RMB, cross-border capital flow and the fostering of investment. We expect that growth in both jurisdictions will be strong and have put significant resources into servicing both markets, including through our office in Shanghai.”

“Although activity in the Indonesian market has stagnated over the past six months, the deals in Indonesia are becoming more sophisticated and, as such, I think we are likely to see more complex structuring involving the use of offshore vehicles in the next two or three years,” says Harneys’ Culshaw. “The mainland China market is a very interesting market for offshore right now with the local PRC firms transitioning into full service international firms capable of managing more complex cross-border work as lead counsel and linking up with other global firms to extend their reach.”

Offshore work is not immune to slowdowns in the general economy but the steady liberalisation of the PRC’s capital markets, more outbound work and more offshore funds being established bode well for the long term.

4 OPTIMAL LEGAL AND CORPORATE SERVICE SOLUTIONS 4 INTERNATIONAL REACH 4 EXCELLENCE AND INNOVATION

BERMUDA

BRITISH VIRGIN ISLANDS

CAYMAN ISLANDS

DUBAI

HONG KONG

LONDON

MAURITIUS

SINGAPORE

/

conyersdill.com

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SPONSORED ARTICLE

ASIAN LEGAL BUSINESS AUGUST 2015

DREW & NAPIER

KEY REGULATORY UPDATES IN THE HEALTHCARE AND BIOMEDICAL SECTOR Tony Yeo Director, Drew & Napier LLC T: (65) 6531 2512 E: tony.yeo@drewnapier.com

Benjamin Gaw Director, Drew & Napier LLC T: (65) 6531 2393 E: benjamin.gaw@

drewnapier.com

Background The Singapore Government has continually placed strong emphasis on developing the healthcare and biomedical sectors in Singapore, and has invested significant resources in research and development, including in the area of biomedical sciences.1 As the biomedical sciences continue to advance on the back of strong research and development efforts, the need for the healthcare and biomedical regulatory landscape to similarly keep pace with advances cannot be overemphasized.

This article sets out some of the key recent developments in Singapore’s healthcare and biomedical regulatory landscape, namely in the areas of therapeutic treatment and research, and provides a brief update on the Bioethics Advisory Committee’s (“BAC”) issuance of the Ethics Guidelines for Human Biomedical Research (“Ethics Guidelines”) and the introduction of the Human Biomedical Research Bill (“HBR Bill”) in Singapore Parliament.

Some Recent Developments Ethics Guidelines for Human Biomedical Research The Ethics Guidelines were published on 23 June 2015 by the BAC.2 The BAC has expressed that the Ethics Guidelines contain the BAC’s current views on the standards expected of researchers and research institutions in Singapore, with regard to human biomedical research.

Prior to the issuance of the Ethics Guidelines, the BAC had published several reports dealing with specific aspects of human biomedical research, such as the following: • Ethical, Legal and Social Issues in Human Stem Cell Research • Genetic Testing and Genetic Research • Personal Information in Biomedical Research • Donation of Human Eggs for Research In preparing the Ethics Guidelines, the BAC has not only reviewed its past reports and consolidated its earlier recommendations as expressed in those reports, but the BAC has also sought to incorporate its recommendations on recent emerging issues such as whole genome sequencing and the management of incidental findings.

The Ethics Guidelines were published following a thorough process of deliberation by the BAC on a range of ethical issues concerning human biomedical research, including consideration of feedback received during the BAC’s public consultation on the draft Ethics Guidelines in June 2012.

Human Biomedical Research Bill On 13 July 2015, the HBR Bill was introduced in Parliament.

A: 10 Collyer Quay, Ocean Financial Centre #10-01, Singapore 049315 T: (65) 6535 0733 F: (65) 6535 4906 E: mail@drewnapier.com W: www.drewnapier.com

This follows the public consultation held by the Ministry of Health (“MOH”) in late 2014/early 2015 on a draft version of the HBR Bill.3 Types of human biomedical research covered under the HBR Bill Human biomedical research is broadly defined under the HBR Bill, and it includes:

• certain types of research involving subjecting an individual to any intervention on the body of the individual, the use of any individually-identifiable human biological material, or the use of any individuallyidentifiable health information; • any research involving human gametes or human embryos; • any research involving the introduction of human-animal combination embryo into an animal or a human; and • any research involving the introduction of human stem cells or human neural cells into an animal at any stage of development.

Clinical trials which are conducted in accordance with the Health Products Act (Cap. 122D) or the Medicines Act (Cap. 176) will continue to be regulated by the Health Sciences Authority (“HSA”), and do not come under the regulatory purview of the HBR Bill.

The HBR Bill also specifies certain types of human biomedical research as being “prohibited” or “restricted”.

For instance, human biomedical research involving the implantation of any human-animal combination embryo into the uterus of an animal or a human is prohibited. Restricted human biomedical research includes any human biomedical research involving human eggs or human embryos.

Additional requirements apply in respect of such restricted human biomedical research.

Scope of the HBR Bill Some of the aspects covered under the HBR Bill include: • consent-taking requirements in respect of individuals participating in human biomedical research (e.g. the types of information that must be provided to an individual before seeking that individual’s consent with regard to participation in human biomedical research, as well as for cases involving the removal, donation or use of human tissue); • the role of Institutional Review Boards (“IRBs”) in the conduct of human biomedical research; • the types of persons who may conduct human biomedical research (e.g. human biomedical research must be conducted under the supervision and control of a research institution which has a place of business in Singapore and which has at least two individuals ordinarily resident in Singapore who are responsible on behalf of the research institution for the supervision and control of the research); • restrictions on the disclosure of individually-identifiable information of any research subject; • issues relating to human tissues and tissue banks; and • MOH’s powers to order the cessation of activities relating to human biomedical research or tissue banks.

Codes of practice and codes of ethics The HBR Bill also provides for the issuance of codes of practices and codes of ethics by the MOH’s Director of Medical Services.

Such codes of practices may provide guidelines in respect of matters such as consent-taking, safety and research practices, and the protection of the identity of individuals visà-vis individually-identifiable human biological material and health information.

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Codes of ethics may be issued with respect to the ethical conduct of human biomedical research or tissue banking activities.

It will be interesting to see if, and the extent to which, these codes issued by the MOH’s Director of Medical Services (in particular, any codes of ethics) adopt and incorporate the BAC’s recommendations and views as expressed in the Ethics Guidelines.

National Telemedicine Guidelines for Singapore Another notable development in the Singapore healthcare regulatory landscape is the issuance of the National Telemedicine Guidelines for Singapore4 (“NTG”) by the MOH on 30 January 2015.

Telemedicine, or telehealth, is the systematic provision of healthcare services over physically separate environments via Information and Communications Technology (“ICT”).5 It comprises, broadly, four dimensions: (a) Tele-collaboration, which refers to the interaction between facility-based or mobile and remote healthcare professionals (“HCPs”) for clinical purposes; (b) Tele-treatment, which refers to the interaction between a patient or caregiver at one end and a HCP on the other end, where such interaction creates or presupposes the existence of a professional-patient relationship; (c) Tele-monitoring, which refers to the interaction between a HCP or healthcare organisation at one end and a patient or caregiver collecting health data on the other end as part of an organised arrangement, where such interaction does not create or presuppose the existence of a professional-patient relationship; but, instead, such interaction may give rise to the healthcare organisation owing a duty of care to the patient; and (d) Tele-support, which refers to the use of online services for non-clinical purposes, such as educational and administrative purposes, to support a patient and his/her caregiver (e.g. through the use of treatment prompts in chronic disease management).

Whilst face-to-face interactions between a HCP and a patient remain the gold standard for healthcare service delivery, this traditional mode of healthcare service delivery has its limitations. With the increased sophistication in ICT, telemedicine offers a strong value proposition in, potentially, being able to assist healthcare providers to overcome some of the challenges faced by the healthcare sector.

The NTG is structured so as to provide guidance under four broad domains which are considered to have an important role in the delivery of high-quality healthcare: (i) clinical standards and outcomes; (ii) human resources; (iii) organisational; and (iv) technology and equipment.

At its inception, the NTG is intended to provide only a broad and generic framework for the delivery of healthcare services by telemedicine. Individual specialties are encouraged to adopt a customised approach in applying these guidelines to meet the specific requirements of their respective fields.

The issuance of the NTG signals the acceptance of the increasing use of, and reliance on, ICT in the management and delivery of healthcare in the Singapore context. In this regard, the NTG expressly acknowledges that continuity and business sustainability are important considerations in the

offer of telemedicine services, so as not to compromise the interests of patients.

Conclusion – Developing the Regulatory Framework in Tandem with Industry Practice The healthcare and biomedical sectors continue to be heavily regulated under an array of legislation as well as guidelines and reports issued by various agencies such as the MOH, the HSA, the BAC, the National Medical Ethics Committee and the Singapore Medical Council.

As the use of technology becomes more pervasive in the contexts of healthcare delivery and biomedical research, there is a need for regulators to continue to assess if the existing regulatory framework remains relevant in light of practical developments. The challenge remains that any regulatory intervention must strike an appropriate balance between the interests of patients and stakeholder concerns that over-regulation may curb innovation in the biomedical field.

In this regard, the issuance of the BAC’s Ethics Guidelines and the NTG are important steps in the implementation of a more formal and transparent framework to guide developments and the industry practice in the area of human biomedical research and the use of ICT in the delivery of healthcare services.

Singapore’s Deputy Prime Minister recently indicated, at an industry event, that the Government remains committed to investing in R&D as part of its strategy for economic competitiveness and sustainable growth and biomedical sciences will continue to be a significant part of Singapore’s R&D efforts. (Source: http://www.mha.gov.sg/Newsroom/ speeches/other-speeches/Pages/Gala-Dinner-for-the30th-Anniversary-of-the-Institute-of-Molecular-and-CellBiology-(IMCB)-.aspx.)

2 A copy of these guidelines can be accessed at: http://www. bioethics-singapore.org/images/uploadfile/reportOnly.pdf.

3 More information on the MOH’s public consultation on the draft HBR Bill can be accessed at the MOH’s website (https://www.moh.gov.sg).

4 A copy of these guidelines can be accessed at: https://elis. moh.gov.sg/elis/publishInfo.do?task=download&pkId=200 5 Definition of “telemedicine” as provided in the Telemedicine Guidelines.

1

About Healthcare & Life Sciences Practice Drew & Napier’s multi-disciplinary Healthcare & Life Sciences Practice has expertise in intellectual property, dispute resolution, commercial and transactional work, regulatory practices as well as corporate commercial support. Clients include pharmaceutical and biotechnology companies, medical devices manufacturers and governmental agencies.

Find out more at www.drewnapier.com.

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JAPAN

ASIAN LEGAL BUSINESS AUGUST 2015

A RESURGENT JAPAN?

REUTERS/Yuya Shino

SITTING ON RECORD CASH PILES AND FACING A SLUGGISH CONSUMER MARKET AND UNFAVOURABLE DEMOGRAPHICS AT HOME, JAPANESE COMPANIES ARE ACTIVELY SHOPPING FOR ACQUISITIONS ABROAD TO FOSTER FUTURE GROWTH. MEANWHILE, JAPAN’S IPO MARKET IS POISED TO RAISE IN EXCESS OF $17 BILLION THIS YEAR IN WHAT WOULD BE ITS LARGEST HAUL IN 17 YEARS. MOREOVER, RECENT REFORMS AIMED AT ENHANCING CORPORATE GOVERNANCE ARE EXPECTED TO BOOST INVESTOR CONFIDENCE. KANISHK VERGHESE REPORTS

JAPAN

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J

apan Inc’s appetite for overseas acquisitions shows no sign of abating, even as the value of the yen against the U.S. dollar weakens. The need for Japanese companies to expand abroad greatly outweighs concerns over the unfavourable exchange rate, lawyers say. “There has been an almost 50 percent drop in the value of the yen in just a few years, yet that has not led to a noticeable drop in outbound activity,” says Takahiro Saito, a partner in Simpson Thacher & Bartlett’s Tokyo office.

“The need to maintain growth is the key factor here. Japanese domestic consumer markets are declining, so in order to pursue growth they need to look abroad,” he says.

THE OUTBOUND PUSH According to the International Monetary Fund, Japan’s economy is forecast to grow by a mere 0.8 percent in 2015 and by 1.2

percent in 2016. Meanwhile, the value of the yen has nosedived from around 78 to the U.S. dollar in July 2012, to roughly 123 to the dollar in July 2015. However, outbound activity is skyrocketing. Thomson Reuters data show that Japanese outbound M&A volume for the first half of 2015 hit $49 billion, a whopping 43.6 percent increase compared to the $34.1 billion recorded during the first half of 2014. “The expansion abroad is structural rather than opportunistic. When the yen first started to decline, we were worried that it might affect Japanese outbound investment. But in actual fact that didn’t happen,” says Hideo Norikoshi, a partner at Baker & McKenzie in Tokyo.

The decline in M&A activity during the first half of 2013 was mostly due to the volatility of the exchange rate, rather than the actual exchange rate. This volatility affected the psyche of Japanese acquir-

39

ers, because they simply did not know how much they would have to pay on closing, explains Norikoshi. “But with Japan’s currency now settled at the range of around 120 yen to the U.S. dollar, Japanese companies are comfortable with a stable exchange rate, and they continue to go outbound,” he says.

Half of the Japanese outbound deals in the first half of 2015 targeted Asia Pacificbased entities, according to Thomson Reuters. Southeast Asia’s emerging markets are particularly enticing to Japanese investors, as the region boasts healthy growth rates and burgeoning consumer markets. “We are seeing a lot of investment in Indonesia, Thailand and Vietnam, and we are hoping to see the same trend in Myanmar, where Baker & McKenzie opened an office last year,” says Norikoshi.

“But by acquiring companies in Southeast Asia, Japanese acquirers may be inheriting

MOVING INTO SOUTHE A S T A SIA As ALB reported last year, Japan’s local law firms are strategically following their clients overseas in Southeast Asia, stressing the importance of having a physical presence abroad to better service Japanese companies on their outbound acquisitions, and to assist regional companies looking to do business in Japan.

The table below provides a summary of the locations and launch dates of the ‘Big Five’ Japanese law firms’ overseas offices.

The most recent office openings (since ALB last published its Japan Report in September 2014) are highlighted in red.

Anderson Mori & Tomotsune

Mori Hamada & Matsumoto

Nagashima Ohno & Tsunematsu

Nishimura & Asahi

Cambodia

–

–

–

–

Indonesia

• Jakarta Desk (in the office of Roosdiono & Partners) (May 2015)

–

–

Singapore

• Singapore (November 2013)

Thailand

Vietnam

Myanmar Other overseas office

– • Ho Chi Minh City (May 2015)

– • Beijing (1998) • Shanghai (September 2013)

TMI Associates • Phnom Penh (July 2014)

• Jakarta

• Singapore

• Singapore

(in association with

Rosetini & Partners (November 2014)

• Singapore

–

• Singapore

(February 2012)

(January 2013)

(January 2012)

• Bangkok (April 2015)

• Bangkok (April 2014)

• Bangkok (July 2013)

• Ho Chi Minh City (July 2014) • Hanoi (April 2015)

• Ho Chi Minh City (October 2010) • Hanoi (September 2011)

• Ho Chi Minh City (November 2011) • Hanoi (September 2012)

• Yangon (May 2013)

• Yangon (October 2012)

• Beijing (April 2010) • Shanghai (February 2014)

• Shanghai (1998) • Beijing (December 2012) • Silicon Valley (July 2014)

–

• Yangon (April 2014) • Beijing (1998) • Shanghai (2005)

– • New York (September 2010)

(October 2012) –

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JAPAN

ASIAN LEGAL BUSINESS AUGUST 2015

“THERE HAS BEEN AN ALMOST 50 PERCENT DROP IN THE VALUE OF THE YEN IN JUST A FEW YEARS, YET THAT HAS NOT LED TO A NOTICEABLE DROP IN OUTBOUND ACTIVITY. THE NEED TO MAINTAIN GROWTH IS THE KEY FACTOR HERE. JAPANESE DOMESTIC CONSUMER MARKETS ARE DECLINING, SO IN ORDER TO PURSUE GROWTH THEY NEED TO LOOK ABROAD.” Takahiro Saito, Simpson Thacher & Bartlett

unknown compliance and market risks.

Compared to some Asian destinations, Europe and North America are seen to be relatively safer, although they tend to be relatively expensive,” he adds.

For his part, Simpson Thacher’s Saito says that in addition to developing markets such as Southeast Asia, Japanese companies are also seeking further opportunities in North America. “We are continuing to see acquisitions in mature markets, particularly with respect to certain industries such as finance and insurance. Given the economic situation in a lot of mature markets these days, there appears to be plenty of opportunities for acquisitions,” he says.

U.S.-based targeted entities accounted for 36.1 percent, or $17.7 billion, of Japanese overseas acquisitions for the first half of 2015. The U.S. insurance sector in particular has seen an influx of Japanese investment.

In June, Tokio Marine Holdings Inc agreed to buy HCC Insurance Holdings Inc for $7.5 billion, in what is the biggest M&A deal this year by a Japanese company. In February, Dai-ichi Life Insurance Co completed its $5.6 billion acquisition of Protective Life, a mid-sized life insurance firm. And in July, Meiji Yasuda Life Insurance Co announced its purchase of StanCorp Financial Group Inc for $5 billion. “Because of the nature of some industries, setting up new businesses from scratch is a bit of a hassle, whereas if you acquire licensed businesses in those countries it becomes a lot easier,” says Norikoshi, whose firm advised on the Meiji Yasuda and Dai-ichi Life deals.

APPETITE FOR IPOs With outbound M&A reaching new highs, Japan’s IPO market is also on the upswing.

According to estimates from Nomura Holdings, as many as 100 Japanese companies are preparing to go public this year – up from 77 in 2014 – and are expected to raise in excess of 2 trillion yen ($17 billion). “The

success of recent IPOs has been stimulating the appetite of investors. The initial market prices after a listing exceeded the offering prices in more than 70 percent of IPOs in the last five years,” says Ken Takahashi, a partner in Baker & McKenzie’s Tokyo office.

In June, Japan Post Holdings Co filed to list itself and its two financial units on the Tokyo Stock Exchange, in what is set to be the biggest sale of state-owned enterprises in nearly three decades. The government aims to raise about 4 trillion yen ($30 billion) through several rounds of offerings of the mail and financial conglomerate. “The Japan Post deal is a behemoth and is going to be the story of the year,” says Saito. “The stock market is strong, and there is healthy IPO activity. This trend is carrying on from 2014, which saw major IPOs like Recruit Holdings, Skylark Co and Seibu Holdings,” says Saito, who advised the issuer on all three deals. The Seibu and Skylark offerings were styled as exits by private equity funds, and Saito expects to see more IPOs by private equity-backed firms going forward so long as the market remains strong.

Meanwhile, Line Corp, the operator of Japan’s most popular mobile-messaging service, is preparing for an IPO that could value the company at more than 1 trillion yen ($8.08 billion). Universal Studios Japan is also planning a mega listing this autumn, which could raise between 600 and 700 billion yen ($4.9 to $5.7 billion).

“In terms of the size of total funds raised, this is the most robust the Japanese market has been for 17 years, but this is due to some mega deals,” says Takahashi. “In terms of the number of IPOs, the Japanese market is still on its way to recovery. Before the subprime mortgage crisis, we had an average of 150 IPOs in 2005, 2006 and 2007.

But after the crisis, the number of IPOs in Japan dramatically declined to 19 in 2009.

Since then, the number of Japanese IPOs has been recovering gradually for five con-

secutive years, but has not yet reached the levels of 2005 to 2007,” he adds.

CORPORATE GOVERNANCE REFORMS The Japanese government is also playing its part in enhancing corporate governance to help boost investor confidence. In February 2014, Japan’s Financial Services Agency (FSA) released the voluntary Stewardship Code, which aims to promote corporate growth through investment and dialogue.

Japan also recently amended its company law and established the JPX-Nikkei 400, a stock index comprising companies with stronger governance, earnings and return on equity. And in June this year, Japan’s first-ever Corporate Governance Code came into effect. The reforms require firms to appoint at least two outside directors and introduce new rules to improve governance practices at listed companies.

Despite stiff corporate resistance, the reforms were pushed forward, partly due to demands from foreign and local investors to address Japan’s seemingly weak corporate governance regime. The infamous Olympus scandal in 2011 sent shockwaves through the global business community. And more recently, a report made in July by an outside panel of accountants and lawyers said that Toshiba Corp had overstated its operating profit by 151.8 billion yen ($1.22 billion) over a period of several years, roughly triple Toshiba’s initial estimate. Toshiba’s chief executive Hisao Tanaka has since resigned from his position at the company, along with a number of other senior executives. “Scandals like the recent troubles at Toshiba still occur, and that isn’t helping to boost foreign investors’ confidence in Japan,” says Saito. “The corporate governance changes that are going on are generally incremental in nature, and there are also cultural issues that will require some time to resolve. But policymakers realise that the strengthening of corporate

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JAPAN

41

“BY ACQUIRING COMPANIES IN SOUTHEAST ASIA, JAPANESE ACQUIRERS MAY BE INHERITING UNKNOWN COMPLIANCE AND MARKET RISKS. COMPARED TO SOME ASIAN DESTINATIONS, EUROPE AND NORTH AMERICA ARE SEEN TO BE RELATIVELY SAFER, ALTHOUGH THEY TEND TO BE RELATIVELY EXPENSIVE.” Hideo Norikoshi, Baker & McKenzie

governance is a key issue that needs to be resolved, and I believe things are going in the right direction from a long-term viewpoint,” he says.

While the new corporate governance code is certainly a positive step, what Japan lacks is proactiveness among institutional shareholders, suggests Norikoshi. “In the UK, for example, there are a number of very strong institutional shareholder associations. They are proactive and communicate very eloquently with the companies about

what they like and don’t like. That is playing a big role in corporate governance, whereas in Japan the institutional shareholders are still quite silent, which is a bit disappointing,” says Norikoshi.

Nonetheless, the pipeline for outbound M&A and IPOs in Japan looks healthy, despite some uncertainty over the effects of a consumption tax hike next year, as well as the direction and success of “Abenomics”, Prime Minister Shinzo Abe’s three-pronged economic policy. Japanese companies are

showing no signs of slowing down their spending to secure future growth abroad.

And as the government’s corporate governance enhancements start to take root, business and investor sentiment in Japan is likely to improve. “There is that lingering worry in the back of everyone’s minds in Japan about where Abenomics is going to lead to, and if it is ultimately going to work,” says Saito. “We will see, but currently the optimists certainly outnumber the pessimists.”

42

Q&A

ASIAN LEGAL BUSINESS AUGUST 2015

‘WE MUST BE THE GO-TO FIRM – TRUSTED ADVISORS FOR OUR CLIENTS AND A DESTINATION FOR TALENT’ SHARDUL SHROFF, EXECUTIVE CHAIRMAN OF SHARDUL AMARCHAND, SPEAKS TO RANAJIT DAM ABOUT THE TRANSITION FROM THE LEGACY AMARCHAND MANGALDAS, HIS VISION FOR THE FIRM, AND HOW IT IS LOOKING TO ATTRACT AND RETAIN THE BEST TALENT AS THE WAR FOR LAWYERS HEATS UP

ALB: Shardul Amarchand Mangaldas launched in the first half of May. How has the experience been so far, and what are some of the achievements you have notched up during this time?

Shroff: Since we started afresh, we have been single-mindedly focusing on setting new benchmarks, both in terms of service quality as well as collaborative and innovative solutions to the most complex legal issues. The intent is to further build on the legacy of Amarchand Mangaldas and continue to play the role of a trusted advisor to our clients. In a sense, we are building our team brick by brick rather than rushing into the market, with a client-oriented rather than size-oriented approach.

Our Mumbai and Bangalore operations are well under way, providing us with a broader, nationwide reach. In addition, we have already grown to 67 partners and nearly 360 employees.

ALB: Tell us more about your foray into the Mumbai region. How is that progressing? How would you describe your overall expansion strategy?

Shroff: Being the commercial capital of India, Mumbai offers great opportunities.

And since I started my career here, I already have a well-established network, which has helped during the setting up of our Mumbai operations. We have been working to build a team that will deliver on our standards of trust, quality and responsiveness.

We now have three offices in Mumbai.

Akshay Chudasama, a ver y senior and reputed corporate lawyer, has joined us

as managing partner in Mumbai, and the operations are growing swiftly under his leadership. We already have a team of 60 members, including 13 partners in Mumbai, and they are putting together an action plan for leveraging our existing relationships with various stakeholders and also building new ones.

We will have all the key areas of the Mumbai market covered and are looking at having a team of around 100 lawyers in the first financial year.

ALB: Are you considering any overseas offices in the near future? If yes, what factors will drive the decision?

Shroff: Currently, we are very focused on establishing ourselves as the leader in the domestic market so,we are not looking at overseas operations in the immediate future.

In the long term, we will surely consider overseas expansion, if the right opportunity opens. However, we are clear that we only want to be in a foreign market where we don’t disrupt our relationships with the local firms.

There are many markets of that type, and depending on which one shows the greatest connect and greatest potential, we will weigh our options in the future.

ALB: Have there been any challenges transitioning from the legacy Amarchand Mangaldas to your current firm, particularly from the perspective of clients and the market? How have you been looking to overcome issues of perception as well as other practical concerns?

Shroff: There are some obvious uncertain-

ties associated with any such transition, but we did our ground work and prepared well for the restructuring. The proactive manner in which our partners and the entire team worked is commendable. Due to the strong relationships and credibility we have built over the years, we were confident that our clients will not only continue to have faith in us, but also support us.

The Amarchand Mangaldas legacy is something we have retained as a core part of our ethos, and the new firm is proudly building on this legacy. This transition has opened up many opportunities for us in terms of exploring new geographies and client relationships. It has also given us the chance to bring on board some of the best legal professionals in the country.

ALB: When you first envisioned Shardul Amarchand Mangaldas, what kind of firm did you see? How are you working towards bringing that firm to reality?

Shroff: We want to move away from a familymanaged firm and transition to a professionally run practice. At its foundation, the new firm will be based on a strong and independent governance structure with a management board that has a more decentralised approach. It will include partners who are not from the family, as well as independent members such as former SEBI chairman M. Damodaran.

The board will be supported by an Operations Committee, comprising the managing partners, the chief operating officer, the chief financial officer, and the national practice group heads. Furthermore, each

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region will be represented by a managing partner who will spearhead our expansion.

For clients, this integrated structure will promote efficiency, responsiveness and seamlessness across offices.

We have already grown to 67 partners and around 360 employees. Geographically, we now have a nationwide presence, with the opening of the Mumbai and Bengaluru offices. This means that Shardul Amarchand Managaldas has operations in all six major business hubs across India – New Delhi, Mumbai, Bengaluru, Gurgaon, Ahmedabad and Kolkata – through its network of nine offices. Going forward, we will continue to look at geographic expansion, plus talent and client acquisition.

ALB: With Cyril Amarchand also in the market for lawyers, the war for talent is heating up. What are some of the steps you’re taking to not just attract the best lawyers, but also to keep the ones you already have?

Shroff: I don’t think we will face any issues in attracting talent because our strong ethos, success record, mentoring practices and employee-friendly policies are very much in

CV 1980

Starts his practice in Mumbai. Sets up the Delhi office of Amarchand & Mangaldas & Suresh A Shroff & Co in September after the acquisition of Shroff & Co.

1991

Develops the firm’s corporate practice to complement India’s economic liberalisation. Opens the firm’s Kolkata office in February.

2012 – 2014

Sets up the Ahmedabad office in April 2012, and the Gurgaon office in August 2014.

2015

Establishes Shardul Amarchand Mangaldas & Co.

place. In fact, we’ve managed to hire some of the best talent in the country after the split.

Moreover, talent development has always been key for us. We have introduced a number of new initiatives on a merit-based system that will recognise and reward talent as well as help retain the best people. We are empowering and investing in our people with continuous learning, career development and growth opportunities. We are paying better than the industry standard.

ALB: Is there a unique kind of culture you are trying to forge at Shardul Amarchand?

How would you define it, and what traits does it embody?

Shroff: We are inculcating a culture of meritocracy, where great talent is recognised, developed and encouraged to rise to the top. Learning and people development is key to us.

ALB: How do you see the Indian legal market evolving at present? What are some of the challenges firms like yours face in growing your business?

Shroff: The new government is continuously working to introduce pro-business reforms.

Q&A

43

We welcome regulatory changes in sectors such as insurance and defence, and look forward to other sectors opening up to foreign direct investment. These changes are encouraging business and thus leading to more and more legal work.

Indian firms are now well-entrenched in the market and are ready to take on foreign firms. However, Indian law firms should have reciprocal rights to render legal advice across other jurisdictions, which should present a big growth opportunity for them. The government should also review restrictions related to the marketing and promotion of Indian law firms as well as insurance and banking facilities for service firms, which are currently negligible, and create a level playing field.

ALB: Where would you like to see Shardul Amarchand five years or a decade from now? What kind of image/reputation would you like the firm to have?

Shroff: We must be the go-to firm – trusted advisors for our clients and a destination for talent. We would also like to be seen as firm that is socially aware and proactive in its contribution to the society at large.

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LAW AWARDS

ASIAN LEGAL BUSINESS AUGUST JULY 2015

18th June - The Ritz-Carlton, Tokyo

MORI HAMADA, ANDERSON MORI, STB SHINE Mori Hamada & Matsumoto, Simpson Thacher & Bartlett and Anderson Mori & Tomotsune stood out among the crowd at the 2015 Japan Law Awards on June 18, taking home some of the most coveted awards including the Japan Law Firm of the Year, International Deal Firm of the Year and Managing Partner of the Year.

The 11th annual event, held at the Ritz Carlton Hotel in Tokyo, celebrated Japan’s leading law firms, in-house teams and individual lawyers across a total of 31 categories. The evening entertained more than 170 high-profile lawyers from international and domestic law firms, in-house counsel and business leaders in Japan.

Mori Hamada & Matsumoto was the most successful law firm of the night, taking home eight awards including the prestigious Japan Deal Firm of the Year and Japan Law Firm of the Year. “We hope our success is just a reflection of putting our clients’ interests first and drawing on all our resources to achieve the best possible results.

We find that good work begets more good work in a sort of positive spiral -- new clients become regular clients that trust us with their most challenging and high profile matters, and the knowhow newly acquired through those matters puts our lawyers in an even stronger position to handle the next important matter,” said Toru Ishiguro, a partner at Mori Hamada & Matsumoto.

The firm also won the Equity Market Deal of the Year (Skylark’s IPO) and the TMT Deal of the Year (Recruit Holdings’ IPO) awards.

“These deals were two of the three largest Global IPOs in 2014 which attracted interest in Japanese capital markets and requested innovative legal solutions such as IFRS disclosure,” said Katsumasa Suzuki, a partner at Mori Hamada & Matsumoto. “We were involved in nine out of the fifteen finalist deals for the Equity Deal of the Year Award, and in three of the seven finalist deals for the TMT Deal of the Year Award, and were confident that we could receive these awards.”

Anderson Mori & Tomotsune had a successful night, and was recognised as the Employment Law Firm of the Year and the Best China Practice Law Firm of the Year. “It was such an honor for our firm to receive the Best China Practice Awards for the 4th consecutive year. This award signifies the value that our Beijing, Shanghai, Tokyo offices provide to our clients and underscores our position as one of the strongest and most client-oriented law firms in Japan,” said Akira Moriwaki and Hiroshige Nakagawa, partners at Anderson Mori & Tomotsune.

The firm also bagged prizes for the Equity Market Deal of the Year (Skylark’s IPO), TMT Deal of the Year (Recruit Holdings’ IPO) and Real Estate Deal of the Year (Mitsui Fudosan Co’s global stock offering).

“For Recruit Holdings’ IPO, we think its name recognition as a leading market media platform and the size of its offering, which was the largest among the deals of public offerings in Japan in 2014, contributed to the excitement of its IPO. For Mitsui Fudosan Co’s global offering, it was a high-profile and successful GUEST OF HONOUR deal with a sizable amount exceeding 300 billion yen,” said Hironori Shibata, Minoru Kobayashi and Hiroto Ando, partners at Anderson Mori & Tomotsune.

Simp s on Tha ch e r to ok h om e th e International Deal Firm of the Year award, as well as prizes for Equity Market Deal of the Year, Real Estate Deal of the Year and TMT Deal of the Year. Baker & McKenzie, Cleary Gottlieb Steen & Hamilton, Kirkland & Ellis, Nishimura & Asahi, Sidley Austin and White & Case won the award for the Japan Deal of the Year – Suntory Holdings Limited’s acquisition of Beam Inc. Professor Nagashima Ohno & Tsunematsu was Dr. Nobuyuki Sato crowned the Banking Law Firm of the Year, Chuo Law School while Nishimura & Asahi was voted the Tax Law Firm of the Year.

Among international law firms, Morrison & Foerster bagged the Intellectual Property Law Firm of the Year award, while Herbert Smith Freehills won the American Chamber of Commerce In Japan Award for International Arbitration Law Firm of the Year.

The event celebrated the achievements of in-house counsel, with Morgan Stanley revealed as the Japan In-House Team of the Year.

SoftBank won the TMT In-House Team of the Year Award, while Itochu Corporation took home the Innovative In-House Team of the Year prize.

The night also recognised individual excellence, with Anderson Mori’s Ryu Umezu named Managing Partner of the Year, and Morgan Stanley’s Christopher Hathaway crowned In-House Lawyer of the Year.

For the FULL LIST OF WINNERS, visit our website: www.legalbusinessonline.com/awards/japan-law-awards-2015

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LAW AWARDS

EQUITY MARKET DEAL OF THE YEAR

JAPAN DEAL OF THE YEAR

W I NN ER

Suntory Holdings Limited’s acquisition of Beam Inc.

Skylark’s IPO FIRMS: Anderson Mori & Tomotsune; Mori Hamada & Matsumoto; Ropes & Gray; Simpson Thacher & Bartlett; Sullivan & Cromwell BANKS: Bank of America Merrill Lynch; Goldman Sachs Japan; JPMorgan Securities Japan; Mizuho Securities; Morgan Stanley; Nomura Securities

45

W I NN ER FIRMS: Baker & McKenzie (Gaikokuho Joint Enterprise); Cleary Gottlieb Steen & Hamilton; Kirkland & Ellis; Nishimura & Asahi; Sidley Austin; White & Case BANKS: Centerview Partners; Credit Suisse; Mitsubishi UFJ Financial Group; Morgan Stanley

(L-R): Kanishk Verghese, Thomson Reuters (Presenter); Ken Kiyota, Sullivan & Cromwell; Nirav Mehta, Simpson Thacher & Bartlett; Katsumasa Suzuki, Mori Hamada & Matsumoto; Yoshiaki Sakurai, Morgan Stanley; Hiroto Ando, Anderson Mori & Tomotsune; Jeremy Entwisle, JPMorgan

(L-R): Gavin Raftery, Baker & McKenzie; Jun Usami, White & Case; Shinichiro Kitamura, Baker & McKenzie; Shoko Kawamura, Morgan Stanley; Masaki Noda, Nishimura & Asahi; Edmond Courtroul, Galileo Japan (Presenter)

THE JAPAN IN-HOUSE COUNSEL NETWORK AWARD BANKING & FINANCIAL SERVICES IN-HOUSE TEAM OF THE YEAR

INNOVATIVE IN-HOUSE TEAM OF THE YEAR

W I NN ER

W I NN ER

Morgan Stanley MUFG Securities

ITOCHU Corporation

(L-R): Makoto Shinto, Christopher Hathaway, Kana Okazawa, Surya Soni, Shoko Kawamura, Natsue Nagato, Yoshiaki Sakurai, Morgan Stanley; William Herbert, Japan In-House Counsel Network (Presenter)

(L-R): Yohei Masubuchi, Masahiro Sogabe, Tsutomu Kurihara, Masaki Sekine, Yoriko Oota, Akira Saito, ITOCHU Corporation; Jeremy Pitts, Baker & McKenzie (Gaikokuho Joint Enterprise) (Presenter)

46

LAW AWARDS

ASIAN LEGAL BUSINESS AUGUST JULY 2015

BANKING LAW FIRM OF THE YEAR W I NN ER S Nagashima Ohno & Tsunematsu (L-R): Jeremy Pitts, Baker & McKenzie (Gaikokuho Joint Enterprise) (Presenter); Christopher Hathaway, Morgan Stanley

(L-R): Surya Soni, Morgan Stanley (Presenter); Akihiro Hironaka, Nishimura & Asahi

JAPAN IN-HOUSE LAWYER OF THE YEAR

TAX LAW FIRM OF THE YEAR

W I NN ER

W I NN ER S

Christopher Hathaway, Morgan Stanley MUFG Securities

(L-R): Motohiro Yanagawa, Nagashima Ohno & Tsunematsu; Arshad Karim, Nikko Asset Management Co. (Presenter)

Nishimura & Asahi

JAPAN IN-HOUSE TEAM OF THE YEAR

INTERNATIONAL DEAL FIRM OF THE YEAR

W I NN ER

W I NN ER

Morgan Stanley MUFG Securities

Simpson Thacher & Bartlett

(L-R): Surya Soni, Yoshiaki Sakurai, Shoko Kawamura, Makoto Shinto, Kana Okazawa, Natsue Nagato, Christopher Hathaway, Morgan Stanley; Arshad Karim, Japan In-House Counsel Network (Presenter)

(L-R): Jieun Lim, Yui Hirohashi, Alan Cannon, Nirav Mehta, Simpson Thacher & Bartlett; Kimio Kanai, Mizuho Securities (Presenter)

LAW AWARDS

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47

EMPLOYMENT LAW FIRM OF THE YEAR W I NN ER Anderson Mori & Tomotsune (L-R): Louise Stoupe, Morrison & Foerster; Teruo Saito, Meiji University School of Law (Presenter)

(L-R): Hironori Nakamura, Westlaw Japan (Presenter), Fujiaki Mimura, Akihito Nakamachi (on behalf of Ryu Umezu), Anderson Mori & Tomotsune

INTELLECTUAL PROPERTY LAW FIRM OF THE YEAR

MANAGING PARTNER OF THE YEAR W I NN ER

W I NN ER Morrison & Foerster

(L-R): Nobuhito Sawasaki, Anderson Mori & Tomotsune; Vicki Beyer, Accenture Japan (Presenter)

Ryu Umezu, Anderson Mori & Tomotsune

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LAW AWARDS

JAPANESE DEAL FIRM OF THE YEAR W I NN ER

ASIAN LEGAL BUSINESS AUGUST JULY 2015

JAPAN LAW FIRM OF THE YEAR W I NN ER

Mori Hamada & Matsumoto

(L-R): Satoshi Nakamura, Koji Toshima, Chisako Takaya, Toru Ishiguro, Katsumasa Suzuki, Toshimitsu Nemoto, Naoya Shiota, Mori Hamada & Matsumoto; Scott Warren, Epiq Systems (Presenter)

Mori Hamada & Matsumoto

(L-R): Koji Toshima, Katsumasa Suzuki, Toru Ishiguro, Chisako Takaya, Satoshi Nakamura, Naoya Shiota, Toshimitsu Nemoto, Mori Hamada & Matsumoto; Professor Dr. Nobuyuki Sato, Chuo Law School (Presenter and Guest of Honour)

OUR FIRM AND ITS PRACTICE AREAS

Principal contact:

Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. Within these broad categories, the firm provides the entire spectrum of legal advice and services.

Loo Choon Chiaw ccloo@loopartners.com.sg 65 6322 2288

Whilst the firm does not maintain any office outside Singapore, it has, over the years, developed good relationships with leading law firms located in the major financial and trading centres.

The support of a comprehensive network of correspondent law firms throughout the Asean countries, Hong Kong, China (PRC) and Taiwan (ROC) puts the firm in a strategic and unique position to serve its clients in their regional needs.

Advocates & Solicitors Commissioners for Oaths & Notaries Public Agents for Trade Marks 143 Cecil Street, Level Ten GB Building Singapore 069542 Tel: 65.6534 3288 Fax:65.6534 0833 mail@loopartners.com.sg

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LAW AWARDS

ASIAN LEGAL BUSINESS AUGUST 2015

11th SEPTEMBER CONRAD HONG KONG

The 14th annual The Macallan ALB Hong Kong Law Awards 2015 recognise the excellence and outstanding achievements of Hong Kong’s leading law firms and in-house teams, as well as the top deals and dealmakers over the past 12 months.

ALB congratulates the finalists for the 39 award categories to be presented on Friday, September 11, at the Conrad Hotel in Hong Kong.

COMPLETENESS OF INFORMATION Please note that the names of banks, accountants and legal advisors on a transaction reflect the information received from nominees and this information may be incomplete. Omission of an advisor from the list should not be taken as commentary on the role that party played in the deal. If any party is missing from the list or incorrectly listed, please contact Caryl at mary.aquino@thomsonreuters.com with the correct information.

All changes will be made on our website and on our event materials.

For the FULL LIST OF FINALISTS, visit our website: www.legalbusinessonline.com/awards/hong-kong-law-awards-2015

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NOMINATIONS FOR KEY CATEGORIES Dealmaker of the Year • Dorothea Koo - Baker & McKenzie • Denise Shiu - Cleary Gottlieb Steen & Hamilton • Paul Chen - DLA Piper • Edward Freeman Freshfields Bruckhaus Deringer • Cui Liguo - Guantao Law Firm • Joshua Cole - King & Wood Mallesons • Cathy Yeung - Latham & Watkins • James Grandolfo Milbank, Tweed, Hadley & McCloy • Psyche Tai - Norton Rose Fulbright • Jeanette Chan - Paul, Weiss, Rifkind, Wharton & Garrison • Julie Gao - Skadden, Arps, Slate, Meagher & Flom • William Chua - Sullivan & Cromwell Deal of the Year FINALISTS TO BE ANNOUNCED ON THE NIGHT Banking and Financial Services In-House Team of the Year • Citic Capital • Citigroup • DBS Bank Construction and Real Estate In-House Team of the Year • Hongkong Land • MTR Corp • Citic Capital Holman Fenwick Willan Award Shipping

In-House Team of the Year • COSCO Pacific • Univan • West of England Hong Kong Corporate Counsel Association Award Innovative In-House Team of the Year • Alibaba Group • BT Hong Kong • Citic Capital • CK Hutchison • COSCO Pacific • Hongkong Land • Tencent Insurance In-House Team of the Year • Manulife • Prudential Lewis Sanders Award Investment Banking In-House Team of the Year • China International Capital Corp Hong Kong Securities • Citic Capital • Citigroup • Goldman Sachs (Asia) • J.P. Morgan Securities (Asia Pacific) • Morgan Stanley Paul Weiss Award Technology, Media and Telecommunications In-House Team of the Year • Alibaba Group • BT Hong Kong • Telstra International • Tencent Private Equity In-House Team of the Year • Blackstone

• Carlyle Group, Asia • Citic Capital The Macallan Fine Oak Single Malt Scotch Whisky Award Hong Kong In-House Lawyer of the Year • Joe Zhou Jiaxing - China International Capital Corp Hong Kong Securities • Yong Kai Wong - Citic Capital • Michelle Hung - COSCO Pacific • Rodney Chen - MTR Corp • Sharyn Ch’ang PricewaterhouseCoopers In-House Team of the Year FINALISTS TO BE ANNOUNCED ON THE NIGHT Arbitration Law Firm of the Year • Baker & McKenzie • Berwin Leighton Paisner in association with Haley Tam & Co • Bird & Bird • Deacons • Freshfields Bruckhaus Deringer • Herbert Smith Freehills • Hogan Lovells • King & Wood Mallesons • Latham & Watkins • Mayer Brown JSM • Norton Rose Fulbright • Orrick, Herrington & Sutcliffe • Peter Yuen & Associates in association with Fangda Partners • Pinsent Masons • Skadden, Arps, Slate, Meagher & Flom • Stephenson Harwood • Watson Farley & Williams

Boutique Law Firm of the Year • Charltons • Gall • Morley Chow Seto • Payne Clermont Construction Law Firm of the Year • Baker & McKenzie • Berwin Leighton Paisner in association with Haley Tam & Co • Clyde & Co • Deacons • Hogan Lovells • Holman Fenwick Willan • King & Wood Mallesons • Mayer Brown JSM • Norton Rose Fulbright • Pinsent Masons Corporate Citizenship Law Firm of the Year • Deacons • Herbert Smith Freehills • Hogan Lovells • Holman Fenwick Willan • King & Wood Mallesons • Linklaters • Mayer Brown JSM • Orrick, Herrington & Sutcliffe • Skadden, Arps, Slate, Meagher & Flom Criminal Law Firm of the Year • Boase Cohen & Collins • Haldanes • Morley Chow Seto Deal Firm of the Year • Cleary Gottlieb Steen & Hamilton • Freshfields Bruckhaus Deringer • Herbert Smith Freehills • King & Wood Mallesons • Kirkland & Ellis • Latham & Watkins • Linklaters • Morrison & Foerster • Norton Rose Fulbright

51

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LAW AWARDS

ASIAN LEGAL BUSINESS AUGUST 2015

NOMINATIONS FOR KEY CATEGORIES • Shearman & Sterling • Skadden, Arps, Slate, Meagher & Flom • Stevenson, Wong & Co • Sullivan & Cromwell Immigration Law Firm of the Year • Baker & McKenzie • Harvey Law Group • Oldham, Li & Nie Insolvency and Restructuring Law Firm of the Year • Baker & McKenzie • Deacons • Gall • Hogan Lovells • King & Wood Mallesons • Linklaters • Mayer Brown JSM • Sidley Austin • Stephenson Harwood Insurance Law Firm of the Year • Baker & McKenzie • Clyde & Co • Deacons • Herbert Smith Freehills • Mayer Brown JSM Intellectual Property Law Firm of the Year • Bird & Bird • Deacons • Freshfields Bruckhaus Deringer • Hogan Lovells • Mayer Brown JSM • Morrison & Foerster • Oldham, Li & Nie • Pinsent Masons • Simmons & Simmons • Vivien Chan & Co Investment Funds Law Firm of the Year • Baker & McKenzie • Cleary Gottlieb Steen & Hamilton • Deacons • Debevoise & Plimpton

• King & Wood Mallesons • Shearman & Sterling • Sidley Austin • Simmons & Simmons Labour and Employment Law Firm of the Year • Deacons • Freshfields Bruckhaus Deringer • Gall • Mayer Brown JSM • Oldham, Li & Nie • Pinsent Masons • Simmons & Simmons Litigation Law Firm of the Year • Bird & Bird • Clyde & Co • Deacons • Gall • Freshfields Bruckhaus Deringer • Herbert Smith Freehills • Hogan Lovells • King & Wood Mallesons • Kobre & Kim • Mayer Brown JSM • Norton Rose Fulbright • Oldham, Li & Nie • Orrick, Herrington & Sutcliffe • Peter Yuen & Associates in association with Fangda Partners • Pinsent Masons • Sidley Austin • Skadden, Arps, Slate, Meagher & Flom • Stevenson, Wong & Co • Wilkinson & Grist Maritime Law Firm of the Year • Clyde & Co • Herbert Smith Freehills • Holman Fenwick Willan • Mayer Brown JSM • Stephenson Harwood • Watson Farley & Williams

BDO Limited Award Matrimonial Law Firm of the Year • Boase Cohen & Collins • Gall • Payne Clermont • Haldanes • Oldham, Li & Nie • Withers Offshore Law Firm of the Year • Appleby • Conyers Dill & Pearman • Harney Westwood & Riegels • Maples and Calder • Mourant Ozannes • Ogier • Walkers Withers Award PRC Firm, Hong Kong Office of the Year • Guantao Law Firm (Hong Kong) in association with Peter C. Wong, Chow & Chow • JunHe • Fangda Partners in association with Peter Yuen & Associates Real Estate Law Firm of the Year • Baker & McKenzie • Deacons • King & Wood Mallesons • Mayer Brown JSM • Morrison & Foerster • Sidley Austin • Vivien Chan & Co Taiwan Deal Firm of the Year • Formosa Transnational • LCS & Partners • Lee and Li • Tsar & Tsai Tax and Trusts Law Firm of the Year • Baker & McKenzie • Deacons

• Herbert Smith Freehills • Oldham, Li & Nie • Withers Technology, Media and Telecommunications Law Firm of the Year • Baker & McKenzie • Bird & Bird • Deacons • Freshfields Bruckhaus Deringer • Herbert Smith Freehills • Hogan Lovells • King & Wood Mallesons • Mayer Brown JSM • Morrison & Foerster • Paul, Weiss, Rifkind, Wharton & Garrison • Pinsent Masons Wealth Management Law Firm of the Year • Herbert Smith Freehills • Oldham, Li & Nie • Withers Managing Partner of the Year • Nick Gall - Gall • William Barron - Davis Polk & Wardwell • Robert Ashworth Freshfields Bruckhaus Deringer • Justin D’Agostino Herbert Smith Freehills • Owen Chan - Hogan Lovells • Elaine Lo - Mayer Brown JSM • Gordon Oldham Oldham, Li & Nie • Voon Keat Lai Stephenson Harwood The Macallan Highland Single Malt Scotch Whisky Award Hong Kong Law Firm of the Year FINALISTS TO BE ANNOUNCED ON THE NIGHT

54

LAW AWARDS

ASIAN LEGAL BUSINESS AUGUST 2015

EVENT PARTNER The Macallan Founded in 1824 in the heart of Speyside, The Macallan was one of the first distilleries in Scotland to be legally licensed. Since then it has built a reputation as one of the world’s finest single malt whiskies. The story of The Macallan is built on the Six Pillars, each influencing the whisky in its own distinct way. From the spiritual home of Easter Elchies House; curiously small stills giving richness and fruit to the pure spirit; finest cut or the best of the best of the distillation to exceptional oak casks which account for over 60% of the final whisky; natural colour and peerless spirit, The Macallan itself.

Wood sits at the heart of The Macallan. The vital contributing influences of Spain, North America and Scotland, together with true mastery, set it apart from the rest.

For more information on The Macallan, visit www.themacallan.com

PLATINUM SPONSOR

advisory, specialist advisory and tax. We possess comprehensive knowledge of accounting standards, tax and investment regulations prevailing in Hong Kong , China and other major countries, and conduct ourselves with the highest professional standards.

Website: www.bdo.com.hk

TMF Group TMF Group helps global companies expand and invest seamlessly across international borders.

Its expert accountants and legal, HR and payroll professionals are located around the world, helping clients to operate their corporate structures, finance vehicles and investment funds in different geographic locations. With operations in more than 75 countries providing outsourced compliance services, TMF Group is the global expert that understands local needs.

CONTACT DETAILS: Mr Mark O’Sullivan, Managing Director, TMF Hong Kong Limited 36/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong Tel: +852 3188 8333 / +852 3589 8899 Fax: +852 3589 8555 / +852 3188 8222 Email: info.apac@tmf-group.com Website: www.tmf-group.com

AWARD SPONSORS

BDO Limited BDO Limited is the Hong Kong member firm of BDO International Limited, a global accountancy network with over 1,300 offices in more than 150 countries and 60,000 people providing advisory services throughout the world.

BDO Limited is served by 50 directors and a staff of 1,000. Since our establishment in 1981, we have committed ourselves to facilitating the growth of businesses by advising the people behind them. Our professional services include assurance, business services & outsourcing, risk

Holman Fenwick Willan Holman Fenwick Willan is a global law firm advising businesses on all aspects of international commerce.

With over 425 lawyers in 13 offices (and two alliance offices) across 10 countries, we have concentrated the development of our capabilities and the growth of our expertise on a limited number of industry sectors fundamental to the way international commerce works, including aviation; construction; commodities; energy; financial institutions; insurance and reinsurance; logistics; mining; ports and terminals; shipping; space; superyachts; travel, cruise and leisure. Within those sectors, we have built a firm that can meet all of our clients’ legal needs covering transactional, regulatory and dispute resolution services.

CONTACT DETAILS: Paul Hatzer, Partner, Holman Fenwick Willan 15th Floor, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong Tel: +852 3983 7788 Email: paul.hatzer@hfw.com

Lewis Sanders Lewis Sanders is a specialist legal recruitment consultancy offering a full range of recruitment solutions. Using our extensive market knowledge

and expertise, we place lawyers and compliance professionals at all levels with international law firms, global financial institutions and multi-national companies across Asia. Lewis Sanders has built its reputation on its core values of integrity, trust and professionalism. This approach has enabled us to establish and maintain long standing relationships with candidates and clients and has positioned us as one of Hong Kong’s leading and largest legal recruiters.

CONTACT DETAILS: Lindsey Sanders, Managing Director, +852 2537 7409, lsanders@lewissanders.com 2001, Winway Building, 50 Wellington Street, Central, Hong Kong Tel: +852 2537 7410 Fax: +852 2537 7412 General Inquires: recruit@lewissanders.com Website: www.lewissanders.com

Paul, Weiss Paul, Weiss is a world-class law firm with a premier Technology, Media and Telecommunications practice.

Our team in Asia is consistently recognized as top of its field by leading industry publications and peers, in recognition of our M&A, private equity and regulatory clients in their transactions across the region.

CONTACT DETAILS: Jeanette K. Chan, Partner, Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor, 3A Chater Road, Central, Hong Kong Tel: +852 2846 0300 Email: jchan@paulweiss.com

Sweet & Maxwell Thomson Reuters is the world’s leading source of intelligent information for businesses and

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professionals. We combine industry expertise with innovative technology to deliver critical information to leading decision makers in the financial and risk, legal, tax and accounting, intellectual property and science and media markets, powered by the world’s most trusted news organization.

Sweet & Maxwell, part of Thomson Reuters, has more than 200 years of heritage in legal publishing offering detailed and specialist knowledge across a wide range of subjects, and in various formats including books, eBooks, journals, CD-ROMs and online services. Thomson Reuters has become one of Asia’s most respected providers of resources including Westlaw Asia, Practical Law and other online products for the legal and regulatory professions.

CONTACT DETAILS: Thomson Reuters Hong Kong Limited, 10/F Cityplaza 3, Taikoo Shing, Hong Kong Tel: +852 2847 2000 Email: smhk.salesenquiries@thomsonreuters.com Website: www.sweetandmaxwell.com.hk

philanthropic interests of successful people, their businesses, families, banks and advisers.

The firm has advised 42% of the top 100 UK Sunday Times Rich List and over 20% of the top 100 US Forbes Lists as well as numerous families in Asia.

Withers has 17 offices worldwide in Hong Kong, Singapore, Sydney, Tokyo, London, New York, New Haven, Greenwich, San Francisco, San Diego, Los Angeles, Rancho Santa Fe, the BVI, Geneva, Zurich, Milan and Padua. The firm is a member of the Withers SBL alliance, which has offices in Melbourne and Sydney. The firm has over 150 partners worldwide.

Established in 2008, our Hong Kong office has US, UK, Australian, BVI and Hong Kong qualified lawyers who advise on family law, wealth planning and tax structuring. Our lawyers are also expert on probate and trust work, litigation (for companies and individuals), employment, immigration and corporate finance transactions.

CONTACT DETAILS: Sharon Ser, Withers 20/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong Tel: +852 3711 1600 Email: sharon.ser@withersworldwide.com

ASSOCIATE SPONSORS

AWARD PATRON

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PROUDLY PRESENTED BY

Withers Withers is the world’s first international law firm dedicated to the business, personal and

Asia’s most respected legal industry publication, Asian Legal Business, is proud to present the 12th Annual Hong Kong In-house Legal Summit. ALB’s signature legal event examines the latest regulatory trends in HK and the region and key challenges faced by in-house legal counsel today. It also offers a unique platform for senior-level corporate counsel, business leaders and private practitioners to have frank exchange of views and share best practices across a variety of topics including investment law in Myanmar and Vietnam, M&A transactions in China, the new Trade Descriptions Ordinance, innovation in repositioning the In-house counsel function and more.

Free places are available to in-house legal experts. For more information, please contact Julian at +65 6870 3357 or email julian.chiew@thomsonreuters.com. Get the latest regulatory updates and discover the direction your business needs to take to stay compliant, minimise disruption and legal risks.

Sign up at www.regonline.com/HK_IHLS_2015. Seats are limited and are available on first-come first-serve basis. *Free passes are not applicable to law firms, related legal service providers and vendor companies. Terms & conditions apply.

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RESERVATIONS NOW AVAIL ABLE Finalists for the The Macallan ALB Hong Kong Law Awards 2015 may now reserve seats for this prestigious ceremony taking place at the Conrad Hotel in Hong Kong on September 11.

Celebrate with more than 400 key law firms and in-house leaders, investment bankers and members of the judiciary and the academe, the success of Hong Kong’s legal industry in the past year.

INDIVIDUAL SEAT - US$460 TABLE OF TEN - US$3995 To reserve tables or seats, please register online at www.regonline.com/2015HKLA. For registration assistance, please contact Sardor at sardor.yangibayev@thomsonreuters.com or call (65) 6870 3190.

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