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BL P ’S B OB C H ARLTON : ‘ YOU RE AL LY H AVE TO P U R SU E W H AT YOU A R E VERY G O O D AT ’

JUNE 2015

ASIA EDITION

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

IN LAW

LEADING FEMALE LAWYERS TALK INSPIRATION, CHALLENGES, AND THE ROAD TO SUCCESS

RISING TIGER

GC strategies amidst the Philippines boom

TROUBLED WATERS Lawyers on Malaysia’s shipping woes

JAPAN AWARDS

Nagashima Ohno, MHM lead the pack

INSIDE n BIG STORY

3

n LEAGUE TABLES

4

n DEALS

PAGE 20

PAGE 22

PAGE 42

n APPOINTMENTS

6 18


DATE: 30 JUNE 2015 LOCATION: SINGAPORE

Home to some of the world’s richest and poorest countries, the average score for ASEAN member states in Transparency International’s 2014 Corruption Perceptions Index is a meagre 38 out of 100. Governments, international organisations and civil society therefore advocate for the creation of an ASEAN Integrity Community, complementary to regional economic harmonisation efforts with tighter anti-corruption collaboration and joint enforcement. ALB’s South East Asia Anti-Corruption Forum connects policy-makers and playmakers behind these initiatives with senior representatives of the private sector, translating high-level (inter-)governmental frameworks into practical operational, business, compliance and training strategies for corporations. Top reasons to attend: • Optimise your anti-corruption compliance and training: move from awareness to adoption • Take advantage of ASEAN integration to drive advocacy and enact region-wide anticorruption compliance standards • Master the key elements of a robust stakeholder, reputation and crisis management plan • Implement anti-corruption efforts from top-down to bottom-up: combine “Tone at the top” with a culture of ethics and accountability • Meet and partner with key representatives of government, the non-profit, financial, technology, consumer services, education and energy sectors across ASEAN Gain practical advice on the following: • How will extra-territorial laws such as the FCPA or the UK Anti-Bribery Act affect multinational companies operating within ASEAN? • How can you ensure complete transparency across your supply chain? • What checks and balances are needed for third party relationships? • What due diligence and anti-corruption measures must be undertaken prior to and following the completion of an M&A transaction? • What are the best practices to adopt to ensure the optimal conduct of internal investigations? • How significant are the reputational risks from allegations of corruption, and how can these be negated? • What lessons can be learned from recent anti-corruption enforcement cases in Asia?

TOP ANTI-CORRUPTION AND COMPLIANCE EXPERTS

MUSTAFAR ALI Deputy Chief Commissioner (Prevention), Malaysian Anti-Corruption Commission (MACC)

DR MARK LOVATT Business Integrity Programme Manager, Transparency International Malaysia

HON. OVERALL DEPUTY OMBUDSMAN MELCHOR ARTHUR H. CARANDANG Ombudsman’s Office, Philippines

BALBEER SINGH JESSY Head, Legal & Secretarial Services, Iskandar Regional Development Authority (IRDA)

ROSHNI SUBAPANDITHA Sales Specialist for Enhanced Due Diligence, Thomson Reuters

ERIC PESIK Associate General Counsel and Compliance Officer, Seagate Technology

JACKSON K PEK Vice President & General Counsel, Asia Pacific, Amadeus IT Group

SANGEET DALLIWALL Director of Compliance, APAC, Carlson Wagonlit Travel

PHIL JOHNSON Director, Corporate Investigations, Control Risks

BOEY SWEE SIANG Partner, ATMD Bird & Bird LLP

NOAH GELLNER Compliance Director, Baring Private Equity Asia

MATTHEW C. STEPHENSON Professor of Law, Harvard Law School

ANTHONY ROSE former VicePresident, Corporate Affairs, Walmart Asia

KIAT SENG LEE Senior Compliance Officer, Asia, Fujitsu

TERENCE TEO General Counsel, Asia-Pacific, Edwards Vacuum

MUN SHERN YEOH Legal Counsel/ Compliance, Hitachi

STEVEN HOWARD General Counsel, APAC, Sony Mobile Communications

DOMINIQUE ABROKWA Resources, Environment and Water Group Compliance Officer, SNC-Lavalin

PAUL FRONTCZAK Senior Legal Counsel, ABC and Antitrust, Shell Eastern Petroleum

DAN SHEA Director, Compliance & Litigation, Microsoft Asia Pacific & Japan

To book, please visit www.regonline.com/SEAAC2015. Book 5 delegates and save an additional 20%. For enquiries, call Sheila at (65) 6870 3252 or email sheila.lum@thomsonreuters.com. HTTP://WWW.LEGALBUSINESSONLINE.COM/CONFERENCES/SE-ASIA-ANTI-CORRUPTION-FORUM-2015 Event Sponsors

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20

REUTERS/Romeo Ranoco

COVER STORY

1

“LOCAL MARITIME BANKS AND FINANCIAL INSTITUTIONS MUST UNDERSTAND THAT THE CAPITAL INTENSIVE SHIPPING MARKET NEEDS HUGE INVESTMENT AND THE PAYBACK PERIOD IS LONG.” Jeremy M Joseph, Joseph & Partners

Women in law

Female in-house counsel and law firm partners across Asia tell Dana MacLean about how they juggle multiple roles as mothers, wives, lawyers and managers, and the skills it takes to rise through the ranks and stay. Additionally, in ALB’s inaugural Diversity list, we showcase firms across the region that are building the foundations for an inclusive workplace by offering staff the kinds of careers that can sustain a healthy work-life balance.

26

FE AT URES GC Section: Rising ASEAN tiger The Philippines is now Asia’s secondfastest growing economy, bringing with it both deals and opportunities. Ranajit Dam examines how in-house counsel are coping with – and capitalising on – these boom times

Troubled waters

As Malaysia’s dry shippers struggle to stay afloat, the country’s shipping lawyers are being kept busy, finds Raghavendra Verma

‘You really have to pursue what you are very good at’

Bob Charlton, who joined Berwin Leighton Paisner in October 2014 as the firm’s Asia head and Hong Kong managing partner, speaks to Kanishk Verghese about his new role, the firm’s core focus areas and

20

priorities in Asia, and its recent expansion in the region

A new roadmap

22

36

India has faced scrutiny in recent years over its ability to protect the IP rights of all stakeholders and efficiently foster innovation. At the end of 2014, a draft National IPR Policy was released for public comment. The draft provides a clear roadmap for India’s IP regime, and lays the initial groundwork for strengthening the country’s IP ecosystem. Kanishk Verghese reports

Japan Law Awards 2015

Nagashima Ohno & Tsunematsu and Mori Hamada & Matsumoto lead the list of finalists, with 36 and 30 nominations respectively, while Simpson Thacher & Bartlett is top among international firms.

38

22 NEWS BRIEFS 42

— — — — — —

The Big Story League Tables Deals Spotlight News Regional Updates Appointments

3 4 6 10 12 18


2

EDITORIAL

ASIAN LEGAL BUSINESS JUNE 2015

HAVING IT MANAGING DIRECTOR Klaus Pfeifer klaus.pfeifer@thomsonreuters.com PUBLISHER Amantha Chia amantha.chia@thomsonreuters.com MANAGING EDITOR Ranajit Dam ranajit.dam@thomsonreuters.com DEPUTY EDITOR Kanishk Verghese kanishk.verghese@thomsonreuters.com JOURNALIST Shangjing Li shangjing.li@thomsonreuters.com COPY EDITOR Karuna Jainpalli karuna.jainpalli@thomsonreuters.com CONTRIBUTORS Dana MacLean Raghavendra Verma SENIOR DESIGNER John Agra john.agra@thomsonreuters.com TRAFFIC / CIRCULATION MANAGER Rozidah Jambari rozidah.jambari@thomsonreuters.com

ALL

A

s this issue was going to print, we received news of the launch of an initiative called Women in Law Hong Kong (WILHK), a networking platform aimed at women in all sectors of law in the SAR (see Page 48 for more details). With a committee featuring representatives from a number of local and international firms, the network serves to underline the importance of diversity, particularly gender diversity, to Hong Kong’s legal community. But Hong Kong, while certainly being more proactive, is not alone when it comes to female representation, and other Asian jurisdictions, particularly in Southeast Asia are working hard to achieve a balance that was not there even some years ago. The challenges that women in Asia’s legal sector face today do not revolve so much around discrimination as they do around having to make choices, usually between career and family. As our cover story, which features profiles of a number of successful women across Asia, in both in-house and private practice, shows there are ways to enjoy both. We hope this serves as our contribution to the ongoing conversation in the legal community today on this subject, and provides some food for thought going forward.

ACCOUNT MANAGERS Shyanne Chen Advertising Sales Manager (Indonesia and Malaysia) (65) 6870 3253 shyanne.chen@thomsonreuters.com 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

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

Amy Sim Sales Manager (Japan, Singapore, Taiwan) (65) 6870 3348 amy.sim@thomsonreuters.com Sardor Yangibayev Sales Executive (Philippines, Singapore, Thailand, Vietnam) (65) 6870 3190 sardor.yangibayev@thomsonreuters.com CONFERENCE AND 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. MCI (P) 178/01/2015 issn 0219 – 6875 KDN PPS 1793/07/2013(025520) THOMSON REUTERS 18 Science Park Drive Singapore 118229 / T (65) 6775 5088 / F (65) 6333 0900 10/F, Cityplaza 3, Taikoo Shing, Hong Kong / T (852) 3762 3269 / F (852) 2154 6425 www.thomsonreuters.com


BRIEFS

06.2015

3

INSIDE LEAGUE TABLES 4 / DEALS 6 / NEWS 10 / REGIONAL UPDATES 12 / APPOINTMENTS 18

the big story

Doubly dominant TWO AMARCHANDS PROMISE TWICE THE HEADACHE FOR INDIA’S OTHER LAW FIRMS, AND AN INDUSTRY SHAKEUP LOOMS By RANAJIT DAM

A

marchand is dead; long live Amarchands. The venerable 97-year-old law firm, India’s largest by some distance on the day it closed its doors on May 9, has now been split into two, bearing near-identical names; Shardul Amarchand Mangaldas (SAM) and Cyril Amarchand Mangaldas (CAM) each reflect the Shroff brother heading it. A public dispute had been festering for some time, and the settlement arriving via press release at the end of six months of arbitration found Shardul and Cyril Shroff “amicably” resolving to “split and bifurcate” their firm into separate entities. By May 11, CAM and SAM were not just open for business; they had shot out of the gates with expansion on their minds.

CYRIL SHROFF

In the weeks since, so much ground has started to shift in India’s legal industry that it appears that the old order is in danger of being upended rapidly. A war for talent is underway for starters, as both firms start to beef up their arsenals. Notable targets have included senior J. Sagar Associates (JSA) partner Akshay Chudasama, who moved to SAM to head that firm’s Mumbai office, but the market has been buzzing otherwise with both news and rumours of hiring. As the split became official both SAM and CAM have been snapping up lawyers from different law firms, and according to website Legally India, SAM has been offering annual salaries of 1.5 million rupees ($24,000) to fresh graduates, a record for India’s legal industry. And this is an ongoing process which won’t stop anytime soon; by the time you read this article, more lawyers at various levels are expected tp have joined one of the Amarchands. Then of course, there’s the geographical expansion. Shardul Shroff was the head of the New Delhi region of the legacy Amarchand, which also included Kolkata, Ahmedabad and Gurgaon; his SAM plans three offices in Mumbai and one in Bangalore. Cyril Shroff, who previously ran the Mumbai region (including the Bangalore, Chennai and Hyderabad offices) has announced that CAM will open two offices in New Delhi shortly. Plans are afoot to have approximately 600 lawyers, including more than 80 partners firmwide, by July and 1,000 lawyers by 2018. India’s chasing pack, so long used to living in the shadow of one Amarchand, will now have to deal with twice the pressure from two. The immediate priority is to stop hemorrhaging talent to the new firms – a top firm has a no-poach agreement with

one of the Shroffs in New Delhi, while others are reportedly hiking pay for key lawyers – but it is really the ramifications of the postsplit industry that will truly test them. For one, fees can expect to drop as one player becomes two. More importantly, instead of one Amarchand, both SAM and CAM can now be on the same deal – on either side of the table – taking away work from other law firms. No matter what dispute may have existed between the brothers Shroff, it is understood that other partners and associates in the two firms remain on good terms with each other and are keen to work together, meaning the industry will see more Amarchand now. For India’s legal sector, the next few months can be very interesting indeed.

SHARDUL SHROFF


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ASIAN LEGAL BUSINESS JUNE 2015

MERGERS & ACQUISITIONS SNAPSHOT

NORTH ASIA LEAGUE TABLES

LEAGUE TABLES I. LEAGUE TABLE - NORTH ASIA LEGAL AND FINANCIAL RANKINGS CHINA Announced M&A Legal Rankings NORTH ASIA Announced M&A Legal Rankings - Based on Value Value No. of Market Legal Advisor (US$mln) Deals Share Rank 1 Freshfields Bruckhaus Deringer 83,502.3 15 21.1 FRESHFIELDS BRUCKHAUS DERINGER 2 Linklaters 73,228.4 9 18.5 3 Skadden 50,351.8 14 12.7 4 Stikeman Elliott 45,494.2 2 11.5 VALUE 5 Allens 45,415.8 2 11.5 ($mln) 6 Herbert Smith Freehills 22,565.3 7 5.7 7 Baker & McKenzie 17,534.3 12 4.4 DEALS: 6 MARKET SHARE: 6.7 8 Mori Hamada & Matsumoto 16,165.3 32 4.1 9 Clifford Chance 12,968.4 14 3.3 10 Jun He Law Offices 11,559.5 11 2.9 VALUE MARKET RANK LEGAL ADVISOR DEALS (*tie) Based on Rank Value incl. Net Debt of announced ($MLN) M&A deals (excluding withdrawn M&A) SHARE

HONG KONG Announced M&A Legal Rankings

NORTH ASIA Announced M&A Financial Rankings - Based on Value Value No. of Market Financial Advisor (US$mln) Deals Share Rank 1 Goldman Sachs & Co 75,945.1 15 19.2 FRESHFIELDS BRUCKHAUS DERINGER 2 HSBC Holdings PLC 68,116.8 11 17.2 3 Somerley 61,760.3 18 15.6 4 Morgan Stanley 56,391.4 35 14.3 VALUE 5 Anglo Chinese Corp Finance 45,524.7 6 11.5 ($mln) 6 UBS 33,806.1 16 8.6 7 Bank of America Merrill7 Lynch 25,664.3 17 6.5 DEALS: MARKET SHARE: 59.7 8 JP Morgan 25,151.3 19 6.4 9 Mizuho Financial Group 24,101.3 65 6.1 10 Moelis & Co 20,876.7 5 5.3 VALUE MARKET RANK LEGAL ADVISOR DEALS (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) ($MLN) SHARE

2 Jun He Law Offices 11,559.5 11 5.3 II. LEAGUE TABLE - LEGAL 3 Clifford Chance 10,593.5 6 4.9 CHINA Announced M&A Legal Rankings Value No. Market 4 Linklaters 10,571.1 3 of 4.9 Legal Advisor (US$mln) Deals Share Rank 5 Latham & Watkins 10,125.3 5 4.7 1 Freshfields Bruckhaus Deringer 14,473.4 6 6.7 6* 2 Studio Pedersoli e Associati 8,876.7 2 4.1 Jun He Law Offices 11,559.5 11 5.3 CliffordZAO Chance 10,593.5 4.9 6* 3 Ligerion 8,876.7 26 4.1 4 Linklaters 10,571.1 3 4.9 8 Davis Polk & Wardwell 8,547.8 7 3.9 5 Latham & Watkins 10,125.3 5 4.7 9 6* King & Wood Mallesons 8,023.5 212 3.7 Studio Pedersoli e Associati 8,876.7 4.1 6* Ligerion ZAO 8,876.7 2 4.1 10 Grandall Law Firm 6,049.5 14 2.8 8 Davis Polk & Wardwell 8,547.8 7 3.9 9 Wood Mallesons 8,023.5 21withdrawn3.7 (*tie) Based onKing Rank&Value including Net Debt of announced M&A deals (excluding M&A) 10 Grandall Law Firm 6,049.5 14 2.8 0 0 0 0.0

3 Skadden 2 36.9 HONG KONG Announced M&A Legal Rankings45,523.8 Value No.1 of Market 4* Stikeman Elliott 45,410.8 36.8 Legal Advisor (US$mln) Deals Share Rank 4* Allens 45,410.8 1 36.8 1 Freshfields Bruckhaus Deringer 73,742.2 7 59.7 6 2 Herbert Smith Freehills 16,539.1 3 13.4 Linklaters 61,179.1 5 49.5 Skadden 45,523.8 36.9 7 3 Baker & McKenzie 15,400.7 22 12.5 4* Stikeman Elliott 45,410.8 1 36.8 8 Mori Hamada & Matsumoto 10,527.5 3 8.5 4* Allens 45,410.8 1 36.8 9 6 Shearman & Sterling LLP 5,682.2 63 4.6 Herbert Smith Freehills 16,539.1 13.4 BakerRose & McKenzie 15,400.7 12.5 107 Norton Fulbright 5,450.3 12 4.4 8 Mori Hamada & Matsumoto 10,527.5 3 8.5 9 Shearman SterlingNet LLP 5,682.2 6 withdrawn4.6 (*tie) Based on Rank Value&including Debt of announced M&A deals (excluding M&A) 10 Norton Rose Fulbright 5,450.3 1 4.4

JAPAN ANNOUNCED M&A LEGAL RANKINGS

SOUTH KOREA ANNOUNCED M&A LEGAL RANKINGS

(*tie)

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

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

Value No. of Market (US$mln) Deals Share Mori Hamada & Matsumoto 16,165.3 32 28.1 Freshfields Bruckhaus Deringer 10,474.0 6 18.2 Nishimura & Asahi 9,946.7 22 17.3 VALUE Herbert Smith Freehills 6,021.2 3 10.5 Cleary Gottlieb Steen & Hamilton 3,225.7 3 ($mln) 5.6 Shearman & Sterling LLP 3,141.9 4 5.5 DEALS: 32 MARKET SHARE: 28.1 Simpson Thacher & Bartlett 3,000.0 1 5.2 Jones Day 2,775.6 6 4.8 Anderson Mori & Tomotsune 2,717.1 31 4.7 VALUE MARKET Advokatfirman Vinge 2,545.0 DEALS 3 4.4 LEGAL ADVISOR ($MLN) SHARE

Legal Advisor

MORI HAMADA & MATSUMOTO

(*tie) 2

Based on Rank Value incl. Net Debt of announced10,474.0 M&A deals (excluding M&A) Freshfields Bruckhaus Deringer 6 withdrawn 18.2 II.3LEAGUE TABLE - FINANCIAL Nishimura & Asahi 9,946.7 22 17.3 CHINA Announced M&A Financial Rankings 4 Herbert Smith Freehills 6,021.2 3 of 10.5 Value No. Market

Financial Advisor

5 3,225.7 3 5.6 (US$mln) Deals Share Rank Cleary Gottlieb Steen & Hamilton Morgan & Stanley 20,250.4 9.3 6 1 Shearman Sterling LLP 3,141.9 414 5.5 2 JP Morgan 15,694.8 8 7.2 7 3 Simpson Thacher & Bartlett 3,000.0 1 5.2 CITIC 12,007.7 14 5.5 UBSDay 11,434.6 5.3 8 4 Jones 2,775.6 610 4.8 Rothschild 11,406.2 5.3 9 5 Anderson Mori & Tomotsune 2,717.1 316 4.7 6 Bank of America Merrill Lynch 10,282.7 5 4.7 10 7 Advokatfirman Vinge 2,545.0 3 4.4 Somerley 10,221.2 8 4.7 8 Lazard 10,065.3 3 4.6 (*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) 9* Mediobanca 8,876.7 2 4.1 9* Banca IMI (Intesa Sanpaolo) 8,876.7 2 4.1 (*tie)

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

2

Linklaters

(*tie)

61,179.1

49.5

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

SOUTH KOREA Announced M&A Legal Rankings Value Legal Advisor (US$mln) Rank 1 Kim & Chang 2,820.0 2 Shin & Kim 2,327.4 3 Lee & Ko 2,139.9 4 Yulchon LLC 2,127.4 5 Bae Kim & Lee 1,401.4 6 Weil Gotshal & Manges 461.7 6.9 7 Yoon & YangDEALS: 19 MARKET SHARE: 178.9 8* Clifford Chance 8* WilmerHale VALUE8* SkaddenLEGAL ADVISOR RANK ($MLN)

KIM & CHANG

(*tie) 2

5

No. of Market Deals Share 19 6.9 12 5.7 15 5.2 VALUE 7 5.2 6 ($mln)3.4 1 1.1 8 0.4 3 0.0 1 0.0 MARKET 1 0.0 DEALS SHARE

Based on Rank Value incl. Net Debt of announced M&A deals (excluding M&A) Shin & Kim 2,327.4 12withdrawn5.7

3 Lee & Ko 2,139.9 15 5.2 HONG KONG Announced M&A Financial Rankings 4 Yulchon LLC 2,127.4 7 5.2 Value No. of Market Financial Advisor 5 Bae Kim & Lee 1,401.4 6 3.4 (US$mln) Deals Share Rank HSBC Holdings PLC 66,916.8 54.2 6 1 Weil Gotshal & Manges 461.7 17 1.1 2 Somerley 61,598.7 17 49.9 7 3 Yoon & Yang 178.9 8 0.4 Anglo Chinese Corp Finance 45,524.7 6 36.9 Goldman Sachs & Co 45,410.8 36.8 8*4 Clifford Chance 34 0.0 UBS 30,282.0 10 24.5 8*5 WilmerHale 1 0.0 6 Moelis & Co 20,167.9 2 16.3 8*7 Skadden 1 0.0 Bank of America Merrill Lynch 19,835.2 8 16.1 8 JP Morgan 13,067.8 9 10.6 (*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) 9 CITIC 11,177.4 6 9.1 10 Nomura 10,640.5 5 8.6 (*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 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 Series1

240

0

Notes: NOTES: quarterly trend, list are based nation eitherthe thetarget, target, acquiror, acquiror, target or or acquiror ultimate parent at the of theof transaction. Announced M&A transactions excludes withdrawn LeagueLeague tables,tables, quarterly trend, and and dealdeal list are based on on thethe nation ofofeither targetultimate ultimateparent, parent, acquiror ultimate parent attime the time the transaction. Announced M&A transactions excludes 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 valuesisare rank eligibletobut with2015 no corresponding Rank Value. Non-US dollar denominated transactions are converted to the US dollar equivalent at the time of China, Hong Kong, Taiwan, Korea, Japan.dollar Data range from 1 January 20 May announcement of terms. North Asia includes China, Hong Kong, Taiwan, South Korea, Japan Data accurate from 1 January to 20 May 2015


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5

MERGERS & ACQUISITIONS SNAPSHOT LEAGUE TABLES

SOUTHEAST ASIA LEAGUE TABLES

I. LEAGUE TABLE - SOUTHEAST ASIA AND MIDDLE EAST SOUTHEAST ASIA / SOUTH ASIA Announced M&A Legal Rankings Value No. of Market Legal Advisor Deals Share Rank SINGAPORE Announced M&A(US$mln) Legal Rankings 1 Allen & Gledhill 5,306.9 7 16.1 2 AZB & Partners 3,634.7 36 11.0 3 WongPartnership LLP 3,454.7 10 10.5 4 Skadden 3,242.2 1 9.8 5 Shook Lin & Bok LLP 2,328.5 3 7.1 6 Weil Gotshal & Manges 2,003.2 2 VALUE6.1 7 Latham & Watkins 1,931.8 2 ($mln)5.9 8 Jones Day 1,451.1 3 4.4 9* Gibson DunnDEALS: & Crutcher 1,423.5 2 4.3 7 MARKET SHARE: 30.8 9* Kramer Levin Naftalis & Frankel 1,423.5 1 4.3 9* Seward & Kissel 1,423.5 1 4.3 VALUE MARKET RANK LEGAL ADVISOR DEALS ($MLN) SHARE (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

MIDDLE EAST Announced M&A Legal Rankings Rank 1 2* 2* 2* 5 6* 6* 8 9 10

ALLEN & GLEDHILL

2 WongPartnership LLP 3,454.7 9 20.1 II. LEAGUE TABLE - LEGAL 3 Skadden 3,242.2 1 18.8 SINGAPORE Announced M&A Legal Rankings 4 Shook Lin & Bok LLP 2,328.2 13.5 Value No.2 of Market Legal Advisor (US$mln) Deals Share Rank 5 Latham & Watkins 1,931.8 2 11.2 1 Allen & Gledhill 5,306.9 7 30.8 6* Jones Day 1,423.5 2 8.3 2 WongPartnership LLP 3,454.7 9 20.1 6*3 Gibson Dunn & Crutcher 1,423.5 2 8.3 Skadden 3,242.2 1 18.8 ShookLevin Lin &Naftalis Bok LLP 2,328.2 21 13.5 6*4 Kramer & Frankel 1,423.5 8.3 5 Latham & Watkins 1,931.8 2 11.2 6*6* Seward Kissel 1,423.5 8.3 Jones & Day 1,423.5 21 8.3 6* Kirkland Gibson & Dunn 1,423.5 21 8.3 10* Ellis & Crutcher 810.0 4.7 6* Kramer Levin Naftalis & Frankel 1,423.5 1 8.3 10* Weil Gotshal & Manges 810.0 1 4.7 6* Seward & Kissel 1,423.5 1 8.3 10* Kirkland & Ellis 810.0 1 4.7 (*tie)10* Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn Weil Gotshal & Manges 810.0 1 4.7M&A) (*tie)

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

INDIA ANNOUNCED M&A INDIA Announced M&A Legal Rankings Rank 1 2* 2* 4 5 6* 6* 6* 9 10

RANK

(*tie)

LEGAL RANKINGS

Value No. of Market (US$mln) Deals Share AZB & Partners 3,634.7 36 39.9 Weil Gotshal & Manges 1,193.2 1 13.1 Linklaters 1,193.2 1 13.1 Amarchand Mangaldas 1,093.2 14 12.0 VALUE Luthra & Luthra Law Offices 822.8 4 9.0 Cravath, Swaine & Moore 800.0 1 ($mln) 8.8 Covington & Burling 800.0 2 8.8 39.9 Debevoise & DEALS: Plimpton 36 MARKET SHARE: 800.0 1 8.8 J Sagar Associates 682.4 10 7.5 PH Bathiya & Associates 472.6 3 5.2 VALUE MARKET LEGAL ADVISOR DEALS ($MLN) SHARE Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

Legal Advisor

AZB & PARTNERS

2* Weil Gotshal & Manges 1,193.2 1 13.1 II. 2* LEAGUE TABLE - FINANCIAL Linklaters 1,193.2 1 13.1 SOUTHEAST ASIA / SOUTH ASIA Announced M&A Financial Rankings 4 Amarchand Mangaldas 1,093.2 14of 12.0 Value No. Market

Financial Advisor

(US$mln) Deals Share Rank 5 Luthra & Luthra Law Offices 822.8 4 9.0 1 Deutsche Bank 5,069.6 5 15.3 6* Cravath, Swaine & Moore 800.0 1 8.8 2 Bank of America Merrill Lynch 3,923.8 2 11.9 6*3 Covington & Burling 800.0 2 8.8 Citi 3,531.6 6 10.7 Credit Suisse 3,348.0 51 10.1 6*4 Debevoise & Plimpton 800.0 8.8 5 DBS Group Holdings 2,430.6 4 7.4 9 6 J Evercore Sagar Associates 682.4 10 7.5 Partners 2,233.5 3 6.8 Morgan Stanley 1,864.2 43 5.6 107 PH Bathiya & Associates 472.6 5.2 8 HSBC Holdings PLC 1,514.2 3 4.6 9 Jefferies LLCincluding Net Debt of announced M&A 1,498.5 3 withdrawn 4.5M&A) (*tie) Based on Rank Value deals (excluding 10 JP Morgan 1,273.3 3 3.9 (*tie)

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

RANK

(*tie)

2

Value No. of SOUTHEAST Legal Advisor ASIA/ SOUTH ASIA (US$mln) Deals Announced M&A Legal Rankings Kirkland & Ellis 44,851.1 2 Loyens & Loeff 44,687.9 Tulchinsky Stern & Co 44,687.9 De Brauw Blackstone Westbroek 44,687.9 Skadden 3,502.4 Goodwin Procter LLP 3,263.7 Cooley LLP 3,263.7 Allen & Gledhill 3,242.2 Linklaters 2,886.0 DEALS: 7 MARKET SHARE: 16.1 Allen & Overy 1,869.7

1

ALLEN & GLEDHILL 11

LEGAL ADVISOR

2 2 1 1 3 5

Market Share 61.4 61.2 61.2 61.2 4.8 4.5 VALUE 4.5 ($mln) 4.4 4.0 2.6

VALUE ($MLN)

DEALS

MARKET SHARE

3,634.7

36

11.0

10

10.5

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

AZB & Partners

3 WongPartnership LLP 3,454.7 MALAYSIA Announced M&A Legal Rankings 4 Skadden 3,242.2 Value Legal Advisor (US$mln) Rank 5 Shook Lin & Bok LLP 2,328.5 1 Grandall Law Firm 61.4 6 Weil Gotshal & Manges 2,003.2 2 Jones Day 27.6 73 Latham 1,931.8 Dorsey & Watkins Whitney LLP 24.0 4* Clifford Chance 8 Jones Day 1,451.10.0 4* Linklaters 0.0 9* Gibson 1,423.5 4* Allen &Dunn Overy& Crutcher 0.0 4* WongPartnership LLP& Frankel 0.0 9* Kramer Levin Naftalis 1,423.5 0 0 0.0 9* Seward & Kissel 1,423.5 Subtotal with Legal Advisor 113.0 Subtotal without Legal Advisor 3,305.4

No. 1of Deals 3 1 2 1 12 13 1 12 11 0 1 7 211

9.8 Market Share 7.1 1.8 6.1 0.8 5.9 0.7 0.0 4.4 0.0 4.3 0.0 0.0 4.3 0.0 4.3 3.3 96.7

(*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)

MIDDLE EAST M&A Announced M&A Legal Rankings INDONESIA Announced Legal Rankings Value No. of Market Legal Advisor (US$mln) Deals Share Rank 1 Cleary Gottlieb Steen & Hamilton 462.4 1 40.3 2 Shook Lin & Bok LLP 0.3 1 0.0 3* Clifford Chance 0.0 1 0.0 3* Herbert Smith Freehills 0.0 1 0.0 VALUE 3* Allen & Overy 0.0 1 0.0 ($mln) 0 0 0.0 0 0.0 Subtotal with Legal Advisor 462.7 5 40.3 DEALS: 2 MARKET SHARE:685.2 61.4 Subtotal without Legal Advisor 43 59.7 0 0 0.0 0 0.0 Industry Total 1,147.9 48 100.0 VALUE MARKET RANK LEGAL ADVISOR DEALS ($MLN) (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawnSHARE M&A)

KIRKLAND & ELLIS

2*

Loyens & Loeff

44,687.9

1

61.2

2* Tulchinsky Stern & Co 44,687.9 1 61.2 MIDDLE EAST Announced M&A Financial Rankings 2* De Brauw Blackstone Westbroek 44,687.9 61.2 Value No. 1of Market Financial Advisor (US$mln) Deals Share Rank 5 Skadden 3,502.4 2 4.8 1 Barclays 49,282.6 7 67.5 6* Goodwin Procter LLP 3,263.7 2 4.5 2 Greenhill & Co, LLC 44,687.9 1 61.2 6* Cooley 3,263.7 4.5 3 Bank ofLLP America Merrill Lynch 6,819.3 51 9.3 Citi & Gledhill 5,657.5 71 7.7 84 Allen 3,242.2 4.4 5 HSBC Holdings PLC 4,640.1 8 6.4 96 Linklaters 2,886.0 4.0 Deutsche Bank 3,704.0 33 5.1 7 Goldman Sachs & Co 3,463.7 25 4.7 10 Allen & Overy 1,869.7 2.6 8 Morgan Stanley 3,273.9 5 4.5 3,263.7 1 withdrawn 4.5M&A) (*tie)9BasedJP on Morgan Rank Value including Net Debt of announced M&A deals (excluding 10 Rothschild 2,114.0 3 2.9 (*tie)

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

ANY SOUTHEAST ASIA / SOUTH ASIA & MIDDLE EAST INVOLVEMENT ANNOUNCED M&A ACTIVITY - QUARTERLY TREND 70

Series1

64.8

60

Series2

53.8

50

47.4

36.8

40

65.4

63.0

34.1

42.1

53.1

49.0

45.4

44.7

42.5

1Q 14

3Q 14

35.8

42.5

42.5

25.3

30 20 10

1Q 11

3Q 11

1Q 12

3Q 12

1Q 13

3Q 13

1Q 15

42.5

1,400 1,200 1,000 800 600 400 200 0

No. of Transactions

Rank Value US$ Billion

ANY SOUTHEAST ASIA / SOUTH ASIA & MIDDLE EAST INVOLVEMENT ANNOUNCED M&A ACTIVITY - QUARTERLY TREND

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 quarterly undisclosed dollarand values butthe with no corresponding Value. Non-US dollar denominated transactions converted to the at the time of announcement of terms. Geographic League tables, trend, dealare listrank are eligible based on nation of either theRank target, acquiror, target ultimate parent, or acquirorare ultimate parent atUS thedollar time equivalent of the transaction. Announced M&A transactions excludes 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; withdrawn with undisclosed dollarQatar, valuesJordan, are rank eligibleBahrain, but withIran, no corresponding RankLebanon, Value. Non-US dollarYemen. denominated transactions are converted to 2015 the US dollar equivalent at the time of announcement MIDDLE EAST:deals. UnitedDeals Arab Emirates, Saudi Arabia, Palestine, Iraq, Israel, Kuwait, Oman, Syria, Data range is from 1 January to 20 May

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 JUNE 2015

ASIA DEALS: YOUR MONTH AT A GLANCE

$500 MILLION EQUITY TUNIU CORP’S SALE OF NEW SHARES TO A GROUP OF INVESTORS LED BY JD.COM • Tuniu sold $350 million of Class A ordinary shares to JD.com, making the latter the largest shareholder with a 27.5 percent stake in Tuniu. • As part of the deal, JD.com, which has close to 100 million active customer accounts, will hand over its travel site to be exclusively operated by Tuniu. • JD.com will forgo commission on its Tuniu-operated site, but collect fees on flight and hotel bookings made through Tuniu via other JD.com pages.

DEAL NAME

Tuniu Corp’s sale of new shares to a group of investors led by JD.com

Dual tranche sukuk issued by the Malaysian government

$1 BILLION PRIVATISATION

Privatisation of Perfect World

PRIVATISATION OF PERFECT WORLD • Chinese online game developer Perfect World agreed to be taken private by its founder and chairman Michael Yufeng Chi, through Perfect Peony Holding Co., a company Chi incorporated in the Cayman Islands.

$1.8 BILLION M&A FOSUN INTERNATIONAL’S OFFER TO ACQUIRE REMAINING STAKE IN IRONSHORE INC • Chinese conglomerate Fosun International offered to acquire the 80 percent it does not already own in U.S. insurer Ironshore Inc. • Fosun’s offer, which is subject to regulatory approval, closely follows its acquisition of an initial 20 percent stake in Ironshore for $464 million last August. • Fosun’s core businesses comprise insurance, steel, property, pharmaceuticals and mining. The company has identified insurance as a major growth area for the group. Last year it bought the insurance arm of Portuguese state bank Caixa Geral de Depositos SA for $1.4 billion.

China New Town Development Company’s senior guaranteed notes issuance

Open offer of shares by Hua Han Bio-Pharmaceutical Holdings

Fosun International’s offer to acquire remaining stake in Ironshore Inc

VALUE (US$ MLN)

DEAL TYPE

China

500

Equity

Skadden, Arps, Slate, Meagher & Flom

China

500

Equity

Clifford Chance

Malaysia

1,500

Islamic Finance

Linklaters

Malaysia

1,500

Islamic Finance

Adnan, Sundra & Low

Malaysia

1,500

Islamic Finance

Zaid Ibrahim & Co

Malaysia

1,500

Islamic Finance

Akin Gump Strauss Hauer & Feld

China, US

1,000

Privatisation

Davis Polk & Wardwell

China, US

1,000

Privatisation

Orrick, Herrington & Sutcliffe

China, US

1,000

Privatisation

Paul Hastings

China, US

1,000

Privatisation

Skadden, Arps, Slate, Meagher & Flom

China, US

1,000

Privatisation

Conyers Dill & Pearman

China, US

1,000

Privatisation

Maples and Calder

China, US

1,000

Privatisation

Clifford Chance

Hong Kong, China

161

Debt

Herbert Smith Freehills

Hong Kong, China

161

Debt

Global Law Office

Hong Kong, China

161

Debt

Zhong Lun Law Firm

Hong Kong, China

161

Debt

Appleby

Hong Kong, China

161

Debt

Chiu & Partners

Hong Kong

437

Equity

Deacons

Hong Kong

437

Equity

Cahill Gordon & Reindel

China, US

1,800

M&A

DLA Piper

China, US

1,800

M&A

Kirkland & Ellis

China, US

1,800

M&A

FIRM

JURISDICTION

Orrick, Herrington & Sutcliffe


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7

ASIA DEALS: YOUR MONTH AT A GLANCE DEAL NAME

COFCO and CIC’s agribusiness joint venture

$343 MILLION IPO MITRA KELUARGA’S INDONESIAN IPO • Indonesian hospital operator Mitra Keluarga is the second company to list on the Indonesia Stock Exchange in 2015. • The IPO was the largest in Indonesia since Garuda Indonesia raised $530 million from a listing in 2011. • Proceeds from the IPO will be used to construct seven new hospitals over the next five years.

Mitra Keluarga’s Indonesian IPO

Videocon d2h’s issuance and listing of ADRs on the NASDAQ

$1.9 BILLION M&A ACQUISITION OF OMNIVISION TECHNOLOGIES INC BY A CONSORTIUM OF CHINESE INVESTORS • The consortium comprises Hua Capital Management Co, CITIC Capital Holdings and GoldStone Investment Co. • OmniVision, whose customers include Apple, is a maker of chips for smartphone and tablet cameras. The company has a design centre and a testing facility in China and generates nearly 80 percent of its revenue from the country.

$2.7 BILLION IPO CHINA NATIONAL NUCLEAR POWER CORP’S PLANNED IPO ON THE SHANGHAI STOCK EXCHANGE • CNNPC’s planned IPO on the Shanghai Stock Exchange would be the China’s biggest A-share listing in five years. • According to the prospectus, CNNPC will sell about 25 percent of its shareholding, raising 16.25 billion yuan, to build four new nuclear power projects.

Acquisition of OmniVision Technologies Inc by a consortium of Chinese investors

China Taiping Insurance’s share placement China National Nuclear Power Corp’s planned IPO on the Shanghai Stock Exchange

China Galaxy Securities Co’s share sale

VALUE (US$ MLN)

DEAL TYPE

China

N/A

JV

Clifford Chance

China

N/A

JV

Baker & McKenzie. Wong & Leow

Indonesia

343

IPO

Skadden, Arps, Slate, Meagher & Flom

Indonesia

343

IPO

Hadiputranto, Hadinoto & Partners

Indonesia

343

IPO

Makes & Partners

Indonesia

343

IPO

Baker & McKenzie. Wong & Leow

India, US

273

Equity

Shardul Amarchand Mangaldas

India, US

273

Equity

McDermott Will & Emery

India, US

273

Equity

Cleary Gottlieb Steen & Hamilton

China, US

1,900

M&A

Gibson, Dunn & Crutcher

China, US

1,900

M&A

Skadden, Arps, Slate, Meagher & Flom

China, US

1,900

M&A

Wilson Sonsini Goodrich & Rosati

China, US

1,900

M&A

Grandall Law Firm

China, US

1,900

M&A

Zhong Lun Law Firm

China, US

1,900

M&A

Clifford Chance

Hong Kong

1,740

Equity

Norton Rose Fulbright

Hong Kong

1,740

Equity

Tian Yuan Law Firm

China

2,700

IPO

Kirkland & Ellis

Hong Kong, China

3,100

Equity

Latham & Watkins

Hong Kong, China

3,100

Equity

Grandall Law Firm

Hong Kong, China

3,100

Equity

Haiwen & Partners

Hong Kong, China

3,100

Equity

FIRM

JURISDICTION

Baker & McKenzie


briefs

8

ASIAN LEGAL BUSINESS JUNE 2015

DEALS

$3.1 BILLION

$2.5 BILLION

Latham & Watkins, K&E on China Galaxy Securities’ $3.1 bln share sale

K&E, DLA on Fosun’s $1.8 bln bid to acquire remaining stake in Ironshore

Latham & Watkins is advising China Galaxy Securities Co on its HK$23.9 billion ($3.1 billion) share sale through a private placement, while Kirkland & Ellis is representing Goldman Sachs, China Galaxy International and Nomura, the joint global coordinators on the transaction. China Galaxy Securities’ share sale is aimed at boosting its margin finance and securities lending business, the company said in a statement. Hong Kong corporate partners Dominic Tsun, David Zhang and Mengyu Lu are leading the Kirkland & Ellis team advising the banks.

Kirkland & Ellis, DLA Piper and Cahill Gordon & Reindel have scored key advisory roles on Chinese conglomerate Fosun International’s offer to acquire the 80 percent it does not already own in U.S. insurer Ironshore Inc for $1.8 billion. Fosun’s offer, which is subject to regulatory approval, closely follows its acquisition of an initial 20 percent stake in Ironshore for $464 million last August, in a deal that involved DLA Piper and Cahill Gordon. The Chinese company has retained DLA Piper as its legal advisor on the new transaction, while Cahill Gordon and Kirkland & Ellis are advising Ironshore and its majority shareholders.

$1.9 BILLION

REUTERS/Bobby Yip

Chinese stock brokers have been raising funds to meet growing demand for the margin finance business, fuelled by a strong rally in the Hong Kong and mainland share markets. China’s margin finance business, in which investors borrow money to invest in stocks, has grown more than 100 times in just five years to more than $266 billion, according to Chinese government data, and is becoming a profit centre and focus for the industry. That has propelled the Chinese stock broking industry onto the global stage, with 12 of the top 20 global securities firms by market value belonging to China.

Wilson Sonsini, Skadden, Gibson Dunn, Cleary star in $1.9 bln buyout of OmniVision Wilson Sonsini Goodrich & Rosati, Skadden, Arps, Slate, Meagher & Flom, Gibson, Dunn & Crutcher and Cleary Gottlieb Steen & Hamilton are among six law firms advising on the $1.9 billion acquisition of OmniVision Technologies Inc by a consortium of Chinese investors. The consortium, comprising Hua Capital Management Co, CITIC Capital Holdings and GoldStone Investment Co, will pay $29.75 per share for the company.

Chicago-based corporate partners Stephen Ritchie and Walter Holzer are leading the Kirkland & Ellis team, alongside New York tax partner Russell Light. “This acquisition will bring synergies for both parties in the prevention of currency risks, expansion of assets allocation and cooperation in reinsurance business,” Fosun said in an announcement. Fosun’s core businesses comprise insurance, steel, property, pharmaceuticals and mining. The company has identified insurance as a major growth area for the group. Last year it bought the insurance arm of Portuguese state bank Caixa Geral de Depositos SA for $1.4 billion.

OmniVision Technologies Inc, whose customers include Apple Inc, is a maker of chips for smartphone and tablet cameras. The company has a design centre and a testing facility in China and generates nearly 80 percent of its revenue from the country. The Gibson, Dunn & Crutcher team led by Beijing partners Fang Xue, Joseph Barbeau and U.S.-based partners Sean Feller, Shaalu Mehra, Jeffrey Trinklein and Jose Fernandez acted as the lead counsel for the consortium. Zhong Lun Law Firm provided PRC legal advice. Wilson Sonsini Goodrich & Rosati is acting for OmniVision in the transaction, while Grandall Law Firm is advising that party on PRC law. A Skadden team led by Beijing based partners Peter Huang and Daniel Dusek, and Washington, D.C. partners Ivan Schlager and William Sweet, is advising GoldStone Investment on the deal. The team is also representing the buyer consortium with regards to Committee on Foreign Investment in the United States (CFIUS) matters. The deal is expected to close in the third or fourth quarter of fiscal year 2016, and is subject to regulatory approval.


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Orrick, Herrington & Sutcliffe and Skadden, Arps, Slate, Meagher & Flom are advising on Chinese travel website Tuniu Corp’s sale of $500 million in new shares to a group of investors led by JD.com, the second largest ecommerce site in China. Tuniu sold $350 million of Class A ordi-

nary shares to JD.com at $5.33 each, making the latter the largest shareholder with a 27.5 percent stake in Tuniu. As part of the deal, JD.com, which has close to 100 million active customer accounts, will hand over its travel site to be exclusively operated by Tuniu. JD.com will forgo commission on its Tuniu-operated site, but collect fees on flight, hotel and other bookings made through Tuniu via other JD.com pages. An Orrick team led by Shanghai-based corporate partner Jie (Jeffrey) Sun and consultant Chen Lu is advising JD.com on the deal. Skadden is representing Tuniu. The other investors include affiliates of Ctrip.com, DCM V, Hony Capital, Sequoia Capital and Temasek Holdings. The partnership with one of China’s leading travel sites could boost JD.com’s fledg-

ling and potentially lucrative travel business. Like it recent agreement with Bitauto on automotive-related content and service, JD.com said the partnership would help its goal to create a one-stop shopping platform for its Chinese consumers. The transaction is expected to close in the second quarter of 2015, subject to customary closing conditions.

$302 MILLION

$343 MILLION

$1.5 BILLION

Mayer Brown, OMM advise on Shanghai Haohai’s $302 mln HK IPO

Skadden, Bakers star in $343 million Mitra Keluarga IPO

Links, Adnan Sundra advise Malaysia on landmark sukuk

$500 MILLION Orrick, Skadden on JD.com-led investment in Tuniu

Mayer Brown JSM and O’Melveny & Myers have advised on biomedical materials maker Shanghai Haohai Biological Technology Co’s $302 million IPO on the Hong Kong Stock Exchange. Shanghai Haohai will use the proceeds to pay for new production lines, production equipment and acquisitions, the company said. Hong Kong partner Gigi Woo led the O’Melveny team that advised Shanghai Haohai, with support from partner Ke Geng. Mayer Brown Hong Kong partners James Fong and Jason Elder represented UBS Securities as the sole sponsor, and UBS, CMB International Capital and CCB International Capital as the underwriters of the offering. Grandall Law Firm and Grandway Law Offices provided PRC legal advice to Shanghai Haohai and the underwriters, respectively.

Skadden, Arps, Slate, Meagher & Flom and Makes & Partners have advised Mitra Keluarga Karyasehat, one of Indonesia’s largest hospital operators, on its $343 million initial public offering. The floatation was one of Indonesia’s largest in recent years Hadiputranto, Hadinoto & Partners and Baker & McKenzie.Wong & Leow counseled the underwriters and the international selling agents. According to Reuters, this was Southeast Asia’s second-largest IPO, following that of Thai telecommunications group Jasmine International, which raised 36.7 billion baht ($1.12 billion). The HHP team was lead by partner Iqbal Darmawan from the Jakarta office, with the Baker & McKenzie.Wong & Leow team led by principal Ashok Lalwani. Mitra Keluarga competes with Indonesian healthcare providers such as PT Siloam International Hospitals Tbk.

REUTERS/Shannon Stapleton

Linklaters and Adnan, Sundra & Low have advised the Government of Malaysia on the country’s first sale of bonds in four years, including the world’s first 30-year sovereign sukuk. Clifford Chance and Zaid Ibrahim & Co. represented the arrangers and managers. The $500 million 30-year note was part of a two-tranche offering of $1.5bn in Islamic 144A/Reg S bonds, with the other tranche being a $1bn 10-year note. The Linklaters team was led by Singapore partner Kevin Wong and Hong Kong partner Pam Shores. The Clifford Chance team advising the joint lead managers, HSBC, CIMB Investment Bank and Standard Chartered Bank was led by Dubai partner Qudeer Latif, who was assisted by partners Crawford Brickley and Matt Fairclough.


10

briefs

ASIAN LEGAL BUSINESS JUNE 2015

NEWS

Dentons shuttering Singapore office in favour of DCWA

F REUTERS/Siu Chiu

Lewis Silkin launches HK office

U

K law firm Lewis Silkin has opened in Hong Kong as a Registered Foreign Law Firm, in a move aimed at growing the firm’s employment and global mobility offering in Asia. Immigration and global mobility partner Antonia Grant is heading the Hong Kong team, which also comprises senior associate Scott Anderson, a trainee, and other support staff. Lewis Silkin’s new office – its first outside the UK – will work closely with a network of firms throughout Asia as part of the firm’s

membership of Ius Laboris, a global alliance of employment, labour and pension law firms, the firm said in a statement. “Given that many of our clients have significant business interests in the region, establishing a team [in Hong Kong] ensures that we are best positioned to support their ever-changing employment and global mobility needs across the region,” said Ian Jeffery, Lewis Silkin’s managing partner, in the statement. The firm has 61 partners across four offices.

KFC sues 3 companies in China

Y

um Brands Inc’s KFC unit in China has said it has sued three companies it claims are using a popular messaging service to spread false rumors about the fried-chicken chain, including allegations that its chickens have six wings and eight legs.

The legal maneuver comes as KFC, which suffered two food safety scares within two years, fights to win back customers in China, Yum’s top market for revenue and profit. Yum said the rumors, which include digitally alerted photos of deformed chickens and rumors of maggots in a KFC delivery order, have been spread through 10 WeChat accounts operated by the following companies: Yingchenanzhi Success and Culture Communication, Shanxi Weilukuang Tech-

nology Co and Taiyuan Zero Point Technology Co. “The rumors about KFC using chickens with six wings and eight legs have been around a long time,” the chain said in a statement posted on KFC’s China website. It added that it is impossible to create such a chicken. KFC said it identified 4,000 defamatory messages that were read more than 100,000 times by the end of April. It is demanding each company pay up to 1.5 million yuan (about $242,000), apologize and stop the alleged behavior. The messages were sent via WeChat, known in China as Wei Xin. It is owned by Hong Kong-traded Tencent Holdings Ltd.

ollowing its merger with Chinese law firm Dacheng, Dentons is closing its Singapore office and will use Dacheng Wong Alliance (DCWA), Dacheng’s Singapore joint-law venture, to service clients. According to reports, staff are currently being offered the opportunity to relocate to other Dentons practices. The Dentons office in Singapore, which focuses on banking and finance and also does India work, has just two partners – Markus Bienntoft and office head Matthew Cox – and six lawyers in total. DCWA, headed by managing principal Aloysius Wee, has nine principals in total.

Anderson Mori establishes Jakarta desk with Roosdiono

J

apanese law firm Anderson Mori & Tomotsune (AMT) has established a Jakarta desk in the office of Roosdiono & Partners, the ZICOlaw network’s member firm in Indonesia. AMT’s Jakarta desk aims to help Japanese clients in Indonesia in a number of ways, including M&A, joint ventures, financial transactions, licenses and permits, consultations with local regulators, and dispute resolution. It will also provide Japanese-language about doing business in Indonesia, including advice on compliance and labor affairs. The Jakarta desk will be headed by Takahiro Ikeda, who has more than 10 years of experience in corporate commercial and financial transactions. Japan is currently one of Indonesia’s largest foreign direct investors, with total investments of $2.7 billion in 2014.


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SPONSORED ARTICLE

11

BIRD & BIRD

CHINA: ELECTRONIC EVIDENCE ADMISSIBLE FOR TERMINATION DISPUTES Ying Wang Partner, China

Susan de Silva Partner, Singapore

A: Asia: Beijing, Hong Kong, Shanghai, Singapore & Sydney W: twobirds.com

In China, an employer bears the burden of proof that the statutory grounds and formalities for termination have been satisfied. To deal with the increasingly important role of electronic evidence, the Judicial Interpretation on the Application of the PRC Civil Procedure Law (issued on 30 January 2015) has, for the first time, defined “electronic data” in a systematic and exhaustive way for civil procedures. As defined, electronic evidence includes emails and electronic data exchanges (online chatting records, blogs, microblogs and short messages), electronic signatures, domain names and audio and visual materials which are stored in electronic media.

possession of the work computer from the employee’s custody; (ii) the forensic firm makes a copy of the hard drive of the computer; and (iii) the work computer is subsequently sealed. The purpose of the arrangement is to prove that: (a) the notarization is undertaken directly on the computer while in the custody of the employee and not after the employer has already taken over the computer and may have revised or performed any other act to the computer, which will compromise the authenticity of the electronic evidence from the court’s perspective; and (b) the forensic firm has not revised, tampered with or performed any other act to the computer.

Although now recognised as evidence, electronic evidence is subject to challenge in court due to the ease with which electronic data may be tampered and difficulty of verifying authenticity. Nevertheless steps can be taken to enhance the admissibility of electronic evidence.

Presenting electronic evidence directly to the court is also a plausible option and in many cases, has similar persuasive value to notarized evidence which can be costly. For example, email evidence can be presented to the court to display the sender, recipient, sending and receiving time, email content and other details related to the email. Whether emails are saved on the local drive or on the company’s server, they can normally be presented to the court with a portable Wi-Fi card. Similarly, cell phones with content formed and stored in the cell phones may be presented to the court as evidence.

For example, notarization is commonly used to prove the authenticity of electronic evidence. For electronic evidence stored in a work computer, a notary must be present to notarize: the whole process where (i) the employer takes

Legal research going cross-border with Westlaw Asia

O

n 31 March 2015, to a room brimming with legal professionals, Thomson Reuters launched the much anticipated Westlaw Asia legal research platform to Hong Kong. Offering both a macro and micro overview of the new service, guests were walked through what a typical search would look like and the results it would yield. The new user-friendly platform offers powerful new features that make it easier than ever to quickly access relevant cases, legislation, law review articles and legal analysis. One of the most impressive features it boasts is its ability to conduct multijurisdictional legal research within a single search. Other key functions that facilitate a smoother, more efficient search experience include editorial classifications for easy reference, a customisable viewpoint, enhanced filtering options, historic law versioning and point in time search functions and email alerts on legal updates. “Westlaw Asia is Thomson Reuters’ latest legal research service empowering professionals within Asia to carry out legal research across borders. It’s one platform

expanding possibilities,” said Rob Head, Online and Commercial Director, ASEAN & North Asia Legal, Thomson Reuters. With the integration of the ASEAN Economic Community nearing completion and the increase in cross-border transactions between Hong Kong and China, lawyers need to be able to efficiently access a variety of legal databases within numerous jurisdictions. In addition, the rapid influx of investment into emerging markets throughout Asia has made a resource like Westlaw Asia even more necessary, since compiling cross-jurisdictional research is timely and often at great expense to a law firm’s available resources. To aid practitioners with these challenges, Jane Lewis, Sales and Marketing Director, ASEAN & North Asia Legal business of Thomson Reuters, said, “Westlaw Asia is going to give people a lot more flexibility in

their legal research as research in Asia increasingly goes across borders.” Currently, users are able to research local and regional law and legal analysis across Hong Kong, Malaysia, India, Philippines, Singapore and the UK in one simple search. In the future, Westlaw Asia will expand its coverage to include Australia, New Zealand, Japan, Vietnam, Brunei, Myanmar, China, Cambodia, Indonesia, Korea, Laos, Macau, Mongolia, Taiwan and Thailand. Moreover, it integrates Westlaw UK and WestlawNext giving users greater access to worldwide content.


12

briefs

ASIAN LEGAL BUSINESS JUNE 2015

NEWS

REGIONAL UPDATE

SINGAPORE

THE MAS ISSUES REVISED NOTICE 626 ON THE PREVENTION OF MONEY LAUNDERING AND COUNTERING THE FINANCING OF TERRORISM - BANKS

O

n 24 April 2015, the Monetary Authority of Singapore (“MAS”) issued revised notice to financial institutions on anti-money laundering and countering the financing of terrorism (“AML/CFT”). This article will focus on the key changes in the revised MAS Notice 626 on the Prevention of Money Laundering and Countering the Financing of Terrorism - Banks (“Notice 626”), which is applicable to all banks in Singapore, as defined under Section 2 of the Banking Act (Chapter 19) of Singapore (“Banks”). 1. Comprehensive Assessment of Risks Notice 626 imposes new obligations on Banks to identify and assess the overall money laundering and terrorism financing (“ML/TF”) risks they each face as an institution, and to take commensurate steps to effectively mitigate such risks. Banks are also required to undertake risk assessments of new products, practices and technologies prior to their launch, to ascertain whether such launch will lead to ML/TF risks, and to take appropriate measures to manage and mitigate such risks. 2. Cross-border Wire Transfers Exceeding S$1,500 Banks are now required to perform customer due diligence (“CDD”) when effecting or receiving funds by domestic wire transfer or by cross-border wire transfer that exceeds S$1,500 for any customer who has not otherwise established business relations with them. 3. Identification and Verification of the Identity of Beneficial Owners Notice 626 elaborates on the cascading measures Banks need to undertake when identifying and verifying the identity of beneficial owners of non-individual customers, such as companies and trusts. When dealing with customers which are companies, Banks are to identify and verify the identity of the natural person who ultimately owns the company. When dealing with customers which are trusts, Banks are to identify and verify the identity of the trustee(s), settlor, protector (where applicable), beneficiaries, and any natural person exercising ultimate ownership or control over the trust. 4. Customer Screening Banks are required to screen their customers, natural persons appointed to act on behalf of their customers, connected parties of their customers and beneficial owners of their customers against relevant ML/TF information sources, as well as lists and information provided by the MAS and any relevant Singapore authorities for the purpose of determining if there are any ML/TF risks. 5. Politically Exposed Persons (“PEPs”) The MAS has introduced a new category of PEPs, a category of customers considered to be of high risk. In addition to performing CDD measures, Banks are required to perform enhanced CDD on PEPs, their family members and close associates. In addition, Banks are to adopt a risk-based approach, in determining whether to perform enhanced CDD or the extent of enhanced CDD to be performed, for specified categories of PEPs, their family members and close associates. Banks in Singapore should ensure that they are kept up to date with the AML/CFT regime in Singapore as this will affect their internal processes and compliance costs. MS. DIANTHA HO Legal Associate (Corporate Practice) T: (65) 6322 2235 F: (65) 6534 0833 E: dianthaho@loopartners.com.sg Loo & Partners LLP 143 Cecil Street, Level Ten, GB Building Singapore 069542 www.loopartners.com.sg

MR. MARKUS POH LEONG KEE Legal Associate (Corporate Practice) T: (65) 6322 2217 F: (65) 6534 0833 E: markuspoh@loopartners.com.sg

Vietnamese law firm Rajah & Tann LCT in domestic merger

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ietnam’s Rajah & Tann LCT Lawyers has merged with the Ho Chi Minh City-based VN Counsel. The addition of the 10 lawyers from VN Counsel (including three partners) means that Rajah & Tann LCT Lawyers now has almost 40 legal professionals across Hanoi and Ho Chi Minh City. This makes it one of the largest local law firms in the country. Led by partner Thang Nguyen, VN Counsel specialised in the following practice areas: Corporate, property and construction, restructuring, M&A, banking and finance, tax, debt collection and litigation. “We are proud to have Thang Nguyen and her team of senior lawyers on board. The merger will not only bolster Rajah &Tann LCT Lawyers’ on-the-ground capacity in Vietnam, but reinforce Rajah & Tann Asia’s regional strength,” said Chau Huy Quang, managing partner of Rajah & Tann LCT Lawyers, in an email. “People are talking about Vietnam now, and the country is heating up as a destination of choice for many investors across Asia. Furthermore, a suite of new laws are set to come into effect later this year. We feel that this merger will be important to boost our commitment of ensuring our clients’ needs are met with local expertise and quality service. Our new team stands ready to help them navigate through Vietnam’s complex legal framework.” Rajah & Tann LCT Lawyers is a member of the Rajah & Tann Asia network.

Finnegan to open in Seoul

U

.S. intellectual property firm Finnegan, Henderson, Farabow, Garrett & Dunner is set to launch an office in Seoul after getting the go-ahead from the South Korean government in April. The new office, which is scheduled to open this summer, will be headed by U.S. patent litigation specialist Charles Suh. The office will focus on advising Korean-based companies on their U.S.-related patent litigation cases and other IP matters. “Finnegan’s physical presence in Seoul permits us to become an even more integral part of the Korean IP community and to offer the full breadth and depth of the firm’s expertise and experience on a real-time basis,” said Suh in a statement. “The resulting convenience and increased efficiency of our Korea-specific client services will be particularly valuable to Korean companies involved in litigations in U.S. courts and proceedings at the U.S. Patent and Trademark Office.” In addition to Seoul, Finnegan also has offices in Shanghai, Tokyo and Taipei.


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13

REGIONAL UPDATE

Alibaba sued in U.S. by luxury brands over counterfeit goods

PHILIPPINES PHILIPPINE BPOS: EMPLOYMENT PROSPECTS & ISSUES

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n recent years, the Philippines has emerged as one of the major players in the business process outsourcing (“BPO”) industry, which is defined by the government as the “delegation of servicetype business processes to a third party service provider.”1 According to an Asian Development Bank (“ADB”) study, the BPO industry in the Philippines has become a major generator of new job opportunities as direct, full-time employment grew from 100,000 in 2004 to 780,000 in 2012 and may well reach 1.3 million in 2016. 2

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group of luxury goods makers sued Alibaba Group Holding Ltd last month, contending the Chinese online shopping giant had knowingly made it possible for counterfeiters to sell their products throughout the world. The lawsuit was filed in Manhattan federal court by Gucci, Yves Saint Laurent and other brands owned by Paris-based Kering SA seeking damages and an injunction for alleged violations of trademark and racketeering laws. The lawsuit alleged that Alibaba had conspired to manufacture, offer for sale and traffic in counterfeit products bearing their trademarks without their permission. A spokesman for Alibaba, Bob Christie, said in a statement: “We continue to work in partnership with numerous brands to help them protect their intellectual property, and we have a strong track record of doing so. Unfortunately, Kering Group has chosen the path of wasteful litigation instead of the path of constructive cooperation. We believe this complaint has no basis and we will fight it vigorously.” Concerns over fake products on Alibaba’s platforms, including online marketplace Taobao, have dogged it for years, although the U.S. Trade Representative removed Taobao from its list of “notorious markets.” Friday’s lawsuit marked the second time in less than a REUTERS/Steven Shi year that the Kering brands had sued Alibaba over the alleged sale of counterfeits. An earlier lawsuit was filed in July 2014 only to be withdrawn the same month with the ability to refile it while the Kering units worked toward a resolution with Alibaba, according to court records. The lawsuit alleged that Alibaba and its related entities “provide the marketplace advertising and other essential services necessary for counterfeiters to sell their counterfeit products to customers in the United States.” The lawsuit cited, for example, an alleged fake Gucci bag offered for $2 to $5 each by a Chinese merchant. The authentic Gucci bag retails for $795, the complaint said. Alibaba has allowed for counterfeit sales to continue even when it had been expressly informed that merchants were selling fake products, the lawsuit said. The lawsuit seeks a court order that, among other things, would block Alibaba from offering or facilitating the sale of counterfeit products and unspecified damages that could include $2 per counterfeit item under a statutory regime.

Recognizing the importance of the BPO industry in the country in terms of employment generation, the Philippine government has issued regulations governing the relationship between BPO companies and their employees. Notably, the Department of Labor and Employment (“DOLE”) issued Department Circular No. 001-12, which clarified that Department Order No. 18-A, which sets out the parameters and requirements for legitimate contracting or subcontracting in general, does not contemplate information technology-enabled services involving entire business processes (e.g. BPOs). DOLE also issued Advisory No. 004-10, which pertains to flexible work arrangements and to the exemption from the nightwork prohibition for women employees in the BPO industry. The emergence of the BPO industry has spawned a number of labour-related issues, including high turnover rates and increasing hiring and retention costs, as well as added health and security risks for BPO workers.3 Further, a BPO company serving several clients may require its employees to be subject to various benefit structures, codes of conduct, and rules on regularization. If a BPO company has foreign clients, problems may also arise as a result of the differences in the timing of holidays. It may therefore be necessary for additional laws and regulations to be promulgated in order to address these concerns. Lozano A. Tan, Amer Hussein N. Mambuay & Russel L. Rodriguez, “Philippines” in Charles Wynn-Evans & Georgina Rowley, Global Legal Insights – Employment & Labour Law, Second Edition (United Kingdom: Global Legal Group Ltd., 2013) 142. 2 See ASIAN DEVELOPMENT BANK, “The Information Technology and Business Process Outsourcing Industry: Diversity and Challenges in Asia.” ADB Economics Working Paper Series. (2013), at p.17. 3 See Lozano A. Tan, Amer Hussein N. Mambuay & Russel L. Rodriguez, “Philippines” in Charles Wynn-Evans & Georgina Rowley, Global Legal Insights – Employment & Labour Law, Second Edition (United Kingdom: Global Legal Group Ltd., 2013) 142. 1

AMER HUSSEIN N. MAMBUAY Partner E: ahnmambuay@syciplaw.com

RUSSEL L. RODRIGUEZ Partner E: rlrodriguez@syciplaw.com

SyCip Salazar Hernandez & Gatmaitan SyCipLaw Center, 105 Paseo de Roxas, Makati City, Philippines Tel: (632) 982 3500, 982 3600, 982 3700 Fax: (632) 817 3145, 817 3896 www.syciplaw.com


14

briefs

ASIAN LEGAL BUSINESS JUNE 2015

NEWS

Foreign investor group mulls Supreme Indonesia Court challenge to India’s MAT considers cutting corporate tax rate to attract investment

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Hong Kong-based lobby group representing global banks and investors is considering challenging a controversial tax in the Supreme Court, escalating a row that has eroded investor confidence in Prime Minister Narendra Modi’s government. The Asia Securities Industry and Financial Markets Association (ASIFMA) is in discussions with financial firms, lawyers and tax consultants about applying to join an existing legal action on a tax dispute, several sources aware of the talks told Reuters. “An application for an intervention would have to be made by mid-June,” said one of the sources. A spokeswoman for ASIFMA declined to comment. The existing Supreme Court case, filed by Mauritius-based Castleton Investment Ltd, is seen as a test case on the legitimacy of extending the so-called minimum alternate tax (MAT), which was intended to ensure companies inside India paid a minimum tax rate, to foreign investors’ gains. The government has conceded that MAT will not apply to such gains from April 2015, but the tax authority is pursuing claims for past years. Castleton’s hearing was brought forward to August to achieve a quicker resolution of the issue. The court can deny ASIFMA’s application

REUTERS/Anindito Mukherjee

if it rules it does not share enough in common with the Castleton case, which deals with broader tax-related issues. If accepted, it would be the first time an overseas lobby group has challenged India’s government in its top court. Foreign investors have been working together to fortify their opposition. “There has been a lot of lobbying and explanatory work. We have been closely liaising with European and foreign associations in Hong Kong,” said Marc-André Bechet, Director Legal & Tax at the Association of the Luxembourg Fund Industry. ASIFMA could also pursue its own separate case, but some members say a direct challenge would be more controversial, the sources said. Foreign firms could also file cases individually, but that could take years. Telecoms company Vodafone, the biggest foreign corporate investor in India, has been caught in a string of tax disputes since it entered the country eight years ago. Tax authorities began issuing MAT notices to foreign portfolio investors late last year and have so far sent claims for just 6 billion rupees ($94 million), but investors fear the final bill could run to billions of dollars. Indian bonds and shares have seen a heavy sell-off since foreign funds started publicising the fight against MAT in midApril.

ndonesia is considering cutting its corporate tax rate to as low as 17.5 percent from 25 percent to attract more investment from companies that are operating in the region, a tax ministry official. Indonesia, which posted the weakest economic growth since 2009 in the first quarter, has one of the lowest tax collection rates in Southeast Asia. The corporate tax cut being considered will bring it closer to its neighbour, Singapore, which offers 17 percent. “If the tax rate difference is reduced, there may be more incentives for multi-national companies that are operating in regional countries to shift their investment to Indonesia directly,” said a tax ministry official who declined to be named as he was not authorised to speak to the media. The proposed tax cut, which will apply to all companies, may hurt tax collection in the short term, but “in the not so long term, we hope we can enjoy the result as we need investment to drive economic growth,” the official said. The tax office is trying to recoup an estimated 200 trillion rupiah (10 billion pounds) in lost state income due to transfer pricing, mainly in the commodities sector. Under the transfer pricing method, an Indonesian company sells its goods to a subsidiary in another country below market prices, and the subsidiary in turn sells them to the market. This effectively reduces profits in Indonesia and increases them in that foreign country. During his presidential campaign last year, President Joko Widodo had pledged to increase tax collection to 16 percent of gross domestic product from about 12 percent partly by cracking down on tax avoidance. “I think the earlier efforts to raise tax income for the government through stricter collection mechanisms were actually having a negative effect,” John Kurtz, head of Asia Pacific for A.T. Kearney, told Reuters.


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15

In bid to diversify, Brunei aims for stock exchange by 2017

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runei’s financial regulator plans to launch a securities exchange as early as 2017, a must-have if the Sultanate is to diversify its economy away from oil and catch up to more mature capital markets in Southeast Asia. Brunei is among the world’s richest countries on a per-capita basis, although it sits alongside the likes of North Korea and Cuba in not having a stock exchange, risking lagging behind regional economic integration plans. An exchange has been discussed for years, but efforts are gathering pace with new capital market rules introduced in February and other initiatives now underway by the Autoriti Monetari Brunei Darussalam (AMBD). The regulator has set up a team to oversee the project with groundwork set to begin

this year and targeting a launch in two-years time, the AMBD said in a statement to Reuters. “At a regional level, it will allow us to take part in the ASEAN exchanges and move towards ASEAN integration.” This would boost the domestic financial sector, provide an alternative funding source for small businesses and improve the country’s corporate governance, the AMBD said. Initial focus would be on listing equities, adding bonds and sukuk (Islamic bonds) at a later stage. Brunei, a tiny former British protectorate of about 400,000 nestled between two Malaysian states on Borneo island, relies on oil and gas exports for two thirds of its economy. But GDP is expected to shrink by 1.5 percent in 2015, the third year of consecutive contraction, according to the Asian Devel-

opment Bank, mainly due to daily oil output falling by almost half since 2006 and a drop in global crude prices. With oil reserves set to run out in about 20 years, the government wants to develop sectors such as tourism, halal products and manufacturing. The AMBD is implementing a payment and settlement system, including an automated clearinghouse by mid-2015, although a deep and liquid market could be several years away. “Initial success would be slow, for a fullblown capital market it will be a longer journey,” said Javed Ahmad, managing director at Bank Islam Brunei Darussalam (BIBD). About a dozen firms could be candidates to list, including utility Telekom Brunei, downstream oil and gas service firms and financial institutions including BIBD itself.

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16

briefs

ASIAN LEGAL BUSINESS JUNE 2015

NEWS

Legal ‘jihad’ against private sector gathers pace in Indonesia

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he head of an Indonesian Muslim organisation has filed cases to overturn three laws, escalating what he calls ‘a constitutional jihad’ that has already dealt a blow to investors in the oil, gas and water sectors and now threatens to hit more. Muhammadiyah, a social movement with some 30 million members, has identified 115 laws it believes violate a constitutional tenet that natural resources must be controlled by the state for the benefit of the Indonesian people. “We will not stop as long as there are any laws that are contradictory to the constitution. This is our constitutional jihad, it’s our social struggle,” the group’s chairman, Din Syamsuddin, told Reuters in an interview. He said Muhammadiyah had filed requests for judicial reviews saying that the 1999 foreign exchange law, the 2007 law on investment and the 2009 law on the electricity sector are invalid. If the court accepted these claims, the legal basis for convertibility of the rupiah currency would be thrown out, safeguards that foreign investors rely on to be treated on a level playing field would be lost, and the right of private operators to run power plants would be removed. The group’s ‘jihad’ may seem outlandish and doomed to fail in a country where few

REUTERS/Supri Supri

question the free market economy, yet their citizen activism has already overturned two laws. In 2012, Muhammadiyah succeeded in crimping the government’s ability to contract with private companies in the oil and gas sector. Two months ago it felled a law governing the use of water, which plunged businesses in sectors as varied as textiles to beverage bottling into uncertainty after the rule allowing water permits to be given to the private sector was axed. The new challenge is likely to be a worry for President Joko Widodo, whose election victory six months ago lifted investor hopes of reforms that would untangle the country’s red tape, tackle corruption and beat back vested interests.

Amid doubts that he was going to be able to fulfil those hopes, Widodo told a World Economic Forum meeting in Jakarta this week that foreign investors were welcome and, should they run into any problems, to give him a call. ‘UNCERTAINTY AND CONFUSION’ Arif Budimanta, special staff to the finance minister, told Reuters that the government, which needs heavy foreign capital to realise infrastructure ambitions, would prepare a legal team to fight the latest challenges from Muhammadiyah. But foreign investors are alarmed. “I would not be betting against a favourable ruling by the court,” said Arian Ardie, an American-Indonesian risk consultant with interests in shrimp and power generation businesses. “These are fundamental changes in base laws that regulate commerce in Indonesia,” he added. “It gives me definite pause in terms of making future investments here.” Jakob Sorensen, head of the European Chamber of Commerce in Jakarta, said the government needed to step in and reassure foreign investors. “We’re really lacking clarity. We need a clear policy direction,” he said. Lawyers say Constitutional Court rulings could empower other courts to decide in favour of citizens seeking to overturn private contracts. A Jakarta district court made a rare ruling last month that resulted in the annulment of contracts with private companies, including a unit of France’s Suez Environnement, to supply water in the Indonesian capital.

White & Case in new Indo alliance as old tie-up loses two key partners

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hite & Case has named Witara Cakra Advocates (WCA) as its associate firm in Jakarta after two key partners of its former Indonesia alliance firm, MD & Partners, left to join Hadiputranto, Hadinoto & Partners and Norton Rose Fulbright, respectively. Rejoining Hadiputranto, Hadinoto & Partners, Baker & McKenzie’s member firm in Indonesia, is Mita Djajadiredja, who becomes a partner in that firm’s corporate and securities practice. She has more than 20 years

of experience advising on corporate mergers and acquisitions, private equity, as well as corporate alliances, including joint ventures, shareholder agreements and strategic business alliances. Meanwhile, banking and finance expert Nadia Soraya has joined Norton Rose Fulbright as a partner in Australia, but she will be based in Jakarta with its associate office, Susandarini & Partners. Soraya handles finance and corporate transactions including project finance, general banking and

finance, and mergers and acquisitions. She has a particular focus on the power and natural resources sectors. In a statement, White & Case reaffirmed its commitment to Indonesia in the face of these changes. “White & Case has been active in Indonesia for more than 40 years, and we continue to work with leading Indonesian law firms to provide the best advice to our clients,” the statement read. White & Case entered into its association with MD & Partners in 2013.


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Court frees ex-Korean Air executive in ‘nut rage’ case

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17

Rio Tinto, Mongolia end stand-off to build huge copper mine

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ormer Korean Air Lines executive Heather Cho walked free after nearly five months in prison last month after an appeals court suspended the sentence she was given for her outburst over the way she had been served macadamia nuts. Cho, the daughter of the airline’s chairman, was sentenced in February to one year in prison over the Dec. 5 incident at New York’s John F. Kennedy airport, where she forced a plane to return to its gate in order to expel the flight’s crew chief. The “nut rage” case provoked mirth as well as outrage in South Korea, where many people are fed up with what they see as heavy-handed conduct by the rich. Her lawyer said after the ruling that Cho felt remorse for the suffering she caused among the crew members who were subjected to her outburst. Cho, 40, did not answer questions from reporters as she left the court surrounded by Korean Air employees and after she changed into personal clothes from her prison uniform. She was driven away in a black car. The court upheld Cho’s conviction, finding her guilty of breaking South Korea’s aviation law, but reduced her sentence to 10 months, which it suspended. It noted her previous lack of a criminal record and that she is the mother of young twins. “The defendant would have had a chance to reflect sincerely on the mental anguish she caused in the victims during the five months she spent in the darkest place in society while in detention and away from family,” Judge Kim Sang-hwan said. Cho’s lawyer did not say if Cho would appeal her conviction. A lower court ruled in February that the airline’s former vice president and head of inflight service had violated the law by ordering the plane to return to its gate. Cho faces a civil suit filed in New York by a flight attendant involved in the incident for damage caused to her career, reputation and emotional health, seeking unspecified damages.

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ongolia and Rio Tinto have reached an agreement paving the way for work to resume on a stalled $5 billion underground copper mine that is expected to drive growth for both the country and the global miner. The Oyu Tolgoi project, which started producing from an open pit mine two years ago, is the biggest single foreign investment in Mongolia, and resolution of the disputes over the second phase has revived hopes for a string of other stalled mining projects. Rio Tinto’s Turquoise Hill Resources arm owns 66 percent of Oyu Tolgoi, while the Mongolian government owns the remainder. Rio is operator of the project, located in the Gobi desert near Mongolia’s border with China. “There is no doubt that moving forward with the Oyu Tolgoi project will improve the investment climate in Mongolia,” Prime Minister Chimediin Saikhanbileg said in a statement. The project is expected to boost Mongolia’s economy by a third when it reaches full capacity. Disputes between Rio Tinto and Mongolia over taxes and the costs of building the first stage stopped work on the second phase in 2013. Along with changes in Mongolia’s minerals law and the cancellation of 106 mining licenses, the row has deterred foreign invest-

REUTERS/Luke Distelhorst

ment and worsened the hit to the country’s economy from sliding commodity prices, leading the new prime minister to push hard to resolve all the issues. The underground expansion, with 25 billion pounds of copper and 12 million ounces of gold reserves, will make Oyu Tolgoi one of the world’s top 10 copper mines and propel growth for global miner Rio Tinto outside iron ore. “Analysts said the underground mine, which Rio says will unlock 80 percent of the copper wealth at the project, could start producing by the end of this decade. PUSH FOR QUICK START Under the pact, Rio Tinto agreed to cut its management fees in half to 3 percent of capital costs, gave up a smelter royalty, and agreed to base its 5 percent sales royalty to the government on gross revenue. Turquoise Hill said those factors were worth less than 2 percent of the $7.4 billon valuation on the underground project. Before development can begin, Oyu Tolgoi will need to finalise $4 billion in project financing, submit a final feasibility study and secure permits. The project financing could be completed as early as the fourth quarter Analysts estimate the mine will begin commercial production in 2019 or 2020 at the earliest.


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briefs

ASIAN LEGAL BUSINESS JUNE 2015

APPOINTMENTS

LATERAL HIRES NAME

LEAVING

GOING TO

PRACTICE

LOCATION

OLA NICOLAI BORGE

Grant Thornton

Baker & McKenzie

Tax

Yangon

DANIEL CHAN

Yusarn Audrey

RHTLaw Taylor Wessing

IP, TMT

Singapore

VICTOR CHEN

Fried, Frank, Harris, Shriver & Jacobson

Paul Hastings

Corporate

Hong Kong

KEN CHEUNG

Berwin Leighton Paisner

Bird & Bird

Corporate

Singapore

SIMON COWLED

Skadden, Arps, Slate, Meagher & Flom

King & Spalding

Energy

Singapore

MUNA DANDAN

Barclays

Eversheds

Financial Services Disputes & Investigations

Hong Kong

MITA DJAJADIREDJA

MD & Partners

Hadiputranto, Hadinoto & Partners

Corporate, Securities

Jakarta

DOUGLAS FREEMAN

Fried, Frank, Harris, Shriver & Jacobson

Paul Hastings

Corporate

Hong Kong

THOMAS KOLLAR

Clifford Chance

Mayer Brown JSM

Corporate, Securities

Hong Kong

CECIL KWONG

Dentons

Kwok Yik & Chan

Corporate Finance, Capital Markets

Hong Kong

WILLIAM LEUNG

Eversheds

Howse Williams Bowers

Shipping, Insurance

Hong Kong

STEVEN LIM

Clasis (Clyde & Co)

Nabarro

Office Head

Singapore

PHILIP NUNN

Fried, Frank, Harris, Shriver & Jacobson

Norton Rose Fulbright

Dispute Resolution

Hong Kong

NADIA SORAYA

MD & Partners

Susandarini & Partners (Norton Rose Fulbright)

Banking and Finance

Jakarta

ALFRED WU

Fried, Frank, Harris, Shriver & Jacobson

Norton Rose Fulbright

Dispute Resolution

Hong Kong

NAME

FIRM

PROMOTION

PRACTICE

LOCATION

CONNIE HENG

Clifford Chance

Head of Capital Markets – Asia Pacific

Capital Markets

Hong Kong

NAME

FIRM

FROM

TO

PRACTICE

NICHOLAS BROWN

Pinsent Masons MPillay

Hong Kong

Singapore

Construction, Dispute Resolution

PROMOTIONS

RELOCATIONS


DEAL FIRMS OF ASIA 2015

P R O F I L E S O F K E Y T R A N S A C T I O N A L L AW F I R M S I N T H E R E G I O N

OFFSHORE CENTRES 2015

E X P E R T S K E E P Y O U U P T O D AT E O N O F F S H O R E F I N A N C I A L C E N T R E S

ISLAMIC FINANCE 2015 AN IN TRO DUC TIO N TO A TREND S W EEPIN G THE WO RLD

THE WHO, WHE RE , WHE N & HOW OF A SIA To list your deals, firm profile, listing, please contact Amantha Chia Publisher and Head of Sales T: +65 6870 3917 / M: +65 9642 9895 / E: amantha.chia@thomsonreuters.com 18 Science Park Drive, Singapore 118229

Henry Cheng Account Manager (Hong Kong, Korea) T: +852 2847 2016 / M: +852 9720 2770 / E: henry.cheng@thomsonreuters.com 10/F, Cityplaza 3, Taikoo Shing, Hong Kong

Shyanne Chen Advertising Sales Manager (Indonesia, Malaysia) T: +65 6870 3253 / M: +65 9151 2654 / E: shyanne.chen@thomsonreuters.com 18 Science Park Drive, Singapore 118229

Yvonne Cheung Account Director (China) T: +852 2847 2003 / M: +852 9365 7710 / E: yvonne.cheung@thomsonreuters.com 10/F, Cityplaza 3, Taikoo Shing, Hong Kong

Amy Sim Sales Manager (Japan, Singapore, Taiwan) T: +65 6870 3348 / M: +65 9825 7951 / E: amy.sim@thomsonreuters.com 18 Science Park Drive, Singapore 118229

Sardor Yangibayev Sales Executive (Philippines, Singapore, Thailand, Vietnam) T: +65 6870 3190 / M: +852 9176 8850 / E: sardor.yangibayev@thomsonreuters.com 18 Science Park Drive, Singapore 118229


20

GC SPOTLIGHT

ASIAN LEGAL BUSINESS JUNE 2015

RISING ASEAN TIGER

THE PHILIPPINES IS NOW ASIA’S SECOND-FASTEST GROWING ECONOMY, BRINGING WITH IT BOTH DEALS AND OPPORTUNITIES. RANAJIT DAM EXAMINES HOW IN-HOUSE COUNSEL ARE COPING WITH – AND CAPITALISING ON – THESE BOOM TIMES

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espite a scandal last year surrounding a stimulus fund that pulled back public investment and dented expansion somewhat, the Philippines has been enjoying a spell of enviable economic growth. With annual GDP growth rate of 6.1 percent in 2014 – the second highest in the Asia-Pacific region after China – the country has enjoyed its best three years of expansion since the mid-1950s. Manufacturing output is up, and stocks have rise to a record. Late last month, the International Monetar y Fund (IMF) provided its own growth of confidence. “The outlook for the Philippine economy remains favourable despite uneven and generally weaker global growth prospects,” it said in a statement, projecting 6.7 percent growth projection for Manila in 2015. Separately, economists polled by Reuters forecast 6.5 percent expansion for 2015, which would make it even faster than last year. At the vanguard of this rapid growth are the Philippines’ largest conglomerates, like the SM Group of Companies, which has interests in shopping mall development and management, retail, real estate development, banking, and tourism and boasted a total market capitalization of 649 billion Philippine pesos ($15 billion) for 2014. “The

“WE ANTICIPATE A GROWING NEED FOR THE BIGGER SUBSIDIARIES TO DEVELOP A MORE ROBUST LEGAL TEAM AS THEIR OWN OPERATIONS EXPAND.” Marianne Malate-Guerrero, SM Investment Corporation

Philippines is the second fastest growing economy in Asia and the SM Group of companies under its mother flagship, SM Investment Corporation (SMIC) is at the forefront of the strong growth,” says Marianne MalateGuerrero, senior vice-president and head of the legal department at SMIC. According to Malate-Guerrero, the economic boom has translated into various deals

and opportunities for SMIC. “These developments come with the concomitant legal needs that have to be managed and addressed,” she says. “As such, the legal team of SM is expected to be able to anticipate these needs and address more complex relationships and deal structures.” LEGAL NEEDS With the increase in the number of deals being done by companies, companies are placing an increasing amount of importance on their legal staff for various aspects of transactional, as well as regulatory and compliance work. As a result, having the right legal structure is also key. In SM, says Malate-Guerrero, the legal team is housed with the mother company SMIC. “It provides shared services among its subsidiaries except for the banking subsidiaries since they are required under existing regulations to have their own legal risk officers,” she says.


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“The larger subsidiaries of SMIC such as SM Prime Holdings, Inc. have a legal team that are embedded into the operations of the subsidiary. However, certain services, such as labor advisory, intellectual property administration, corporate housekeeping, defensive litigation and special projects are managed at the SMIC level.” And with the increase in need for legal support, companies are also looking to bulk up their legal teams. “We anticipate a growing need for the bigger subsidiaries to develop a more robust legal team as their own operations expand,” says Malate-Guerrero. “It is my responsibility as Legal Head of SMIC to ensure that the needed structure to meet rising volume of work at the subsidiary level will still enable SMIC to exercise effective oversight over the legal affairs of these subsidiaries.” Growing similarly in importance is being able to rely on trusted external counsel. For SM, the relationship with its external law firms is “very personal,” says MalateGuerrero. “Trust and confidence apart from expertise is a necessary ingredient to starting and strengthening that relationship. It is expected that the external counsel will put forward commercially viable and practical solutions to legal issues and harness its network and skill sets to provide the best level of service.”

REUTERS/Romeo Ranoco

Philippine D eal Highlight s in 2014 - Disclosed Philippine M&A deals totalled 346.3 billion pesos ($7.8 billion) in 2014, with approximately 126 transactions. - Over the last three years, energy, TMT, consumer and financial institution sectors have consistently been leading industries for M&A activity. - The market is dominated by a few large deals per year; however, average deal size is relatively small (2.7 billion or $62.2 million for 2014). S E L E C T E D AT T R AC T I V E S E C TO R S

SECTOR

SIZE

GROWTH

Banking

10.4 trillion pesos

10-15 percent in 2014

Construction

715.6 billion pesos

46 percent in 2014

BPO

557.4 billion pesos

17 percent (through 2016)

*Source: Investment & Capital Corporation of the Philippines

AEC PLANS By the end of this year, the Association of Southeast Asian Nations (ASEAN) will officially form a single regional economic block known as the ASEAN Economic Community (AEC). The 10 member states of the ASEAN aim for the AEC to unite the region with free movement of goods, services, investment, skilled labor and freer flow of capital. While the benefits to the Philippines are fairly apparent – tariff reductions in key areas, foreign participation in key sectors, the exchange of know-how and skills in services, better distribution channels, improved transport and communications and more investments in real estate – companies also need to be prepared for it, including having a better understanding of the laws and regulations that will underpin it. “The ASEAN integration, although readily seen down the horizon for the Philippine legal community, still provides a hazy picture of how the foreign practice of law can be exercised in the Philippines,” says MalateGuerrero. “Be that as it may, the legal team of SM is simply expected to evolve in order to harness the benefits of the integration.”


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SHIPPING

ASIAN LEGAL BUSINESS JUNE 2015

TROUBLED WATERS

AS MALAYSIA’S DRY SHIPPERS STRUGGLE TO STAY AFLOAT, THE COUNTRY’S SHIPPING LAWYERS ARE BEING KEPT BUSY, FINDS RAGHAVENDRA VERMA

M

alaysia’s dry cargo shipping industry is battling to stay afloat as lower crude oil prices and falling freight rates have led to mounting debt and arrests of vessels. Companies are being forced to suspend operations, switch businesses and renegotiate loans, in the process generating more work for the law firms. Malaysia’s largest shipping company — MISC — has exited its chemical tanker business due to heavy losses in that segment, while Johan Shipping and Asia Bulkers have defaulted on loans, says Nazery Khalid, maritime economist at Boustead Heavy Industries Corporation in Malaysia. Kuala Lumpur-based MISC is owned by the country’s national oil company PETRONAS, and in 2011 it quit its container vessel business after a loss of $789 million over a three-year period. “Amid this bleak scenario, many shipping companies are cash-strapped, and some have even closed shop,” says Khalid, “all these

signs point towards how badly the big and small shipping companies are affected by the global economic downturn in the shipping markets.” At the peak of the shipping business in 2008, says Khalid, the chartered rate for very large crude carriers reached $100,000 per day but now they are nowhere close to that. There has been no reduction in the operational costs of the shipping companies. In fact, they may have even risen as, according to Philip Teoh, partner at Azmi & Associates, the reduction in oil and gas prices has left less money with the oil companies to spend on the purchase and chartering of vessels. The situation has been further compounded by the 14 per cent fall in Malaysian ringgit against the U.S. dollar since 2014, says Teoh. There has been one lifeline for the Malaysian oil and gas shippers as the oil supplies from the Persian Gulf to Asia continues unhindered and China is even stockpiling the low-priced crude oil. However, according to Khalid, when the value of the cargo is

less, then the cost of transporting also gets reduced proportionately. The falling revenue is clearly hurting the dry cargo shippers but currently the constraints of getting capital funding is the basic problem for the industry, says Jeremy M Joseph, founder of Joseph & Partners, a specialist maritime law firm in Malaysia. “Local maritime banks and financial institutions must understand that the capital intensive shipping market needs huge investment and the payback period is long,” he says. According to Teoh, on loan default, the creditors proceed to arrest ships, which includes the banks repossessing the vessels. However, it is not easy for the banks to call for their shipping clients to be declared bankrupt. “Banks would not want to be saddled with the ownership of the ships as they are not in the business of operating them,” says Khalid. Furthermore, in absence of demand for shipping services there is a domino effect on shipyards and a whole range of support


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services including logistics, supply chain, financing and consultancy, says Khalid. Even while the shipping industry is unable to absorb the increased capacity, new ships continue to enter the market, causing a further fall in the freight rates, says Khalid. “Only those companies that have deep pockets like the Danish container giant Maersk continue to invest in new ships with greater economies of scale and higher energy efficiencies,” he says. There has also been new marine-related projects and expansion of existing ports in Malaysia, says Khalid. This has also kept up the demand for tugboats and anchor handlers, he says. The country’s shipping infrastructure has also grown as the Malaysian ports are bolstered by the relocation of the regional base of the major lines such as Maersk and Wan Hai, says Teoh. “They have grown in tandem with the two major ports in Port Klang i.e. North Port and West Port,” he says. “Tanjung Pelepas port is also equipped with the latest infrastructure.” The ship makers had their own share of trouble in form of the 6 percent GST being implemented by Malaysian government in March this year. “Malaysian shipyards and ship builders immediately became six percent more expensive than Vietnam, China and Korea,” says Teoh. According to Joseph, there are about 120 registered shipyards in Malaysia, mostly located in Lumut, Miri, Kuching, Port Klang, Kemaman, and Pasir Gudang, and accounts for just 1 percent of the world’s total deadweight tonnage. “Despite some positive developments in the Asian region, the Malaysian shipping industry outlook is poised to remain

challenging as overcapacity is still a looming issue for all major segments of the sector,” he says. According to Joseph, if this situation persists for a longer period of time, it will even affect the number of new ships being built and will force the local shipyards to operate at lower margin. The investments expected in the shipping sector in 2015 was anyway expected to be discouraging, says Joseph. “Shipbuilding and ship repair had been removed from the Malaysian Promotion of Investment Act in 2011, he says. “These had earlier enabled investors to enjoy pioneer status privileges and other government perks.” The reduced demand for container vessels has forced some companies to convert these vessels into floating platforms for production, storage and offloading, says Khalid. For the legal professionals ser ving Malaysia’s shipping industry, this downturn has not been bad at all. According to Joseph, the rising disputes, sale of ships and enforcement cases against shipping vessels have created more work for the law firms. “It is a fairly good session for us and the other firms are also quite busy,” he says. Dispute resolution constitutes the bulk of the new assignments. “Litigation and arbitration are on the rise, while in the transactional business, there is a greater interest in setting up companies in Labuan, a federally administered offshore registry jurisdiction in Malaysia,” says Joseph. Under Labuan or the Malaysian International Ship Registry, foreign vessels can fly the Malaysian flag and thereby qualify for long term contract from PETRONAS, TNB

SHIPPING

23

and other big Malaysian Government-linked companies. In the conventional onshore registry where majority Malaysian shareholding is required, only Malaysian vessels get those contracts. Furthermore, says Joseph, the foreigners can have a sense of control and ownership of company registered in Labuan. “I am also advising that to my clients and have already seen five such cases this year.” However the increased business in not prompting the law firms to hire and expand. “There are very few mid-level lawyers in Malaysia who deal with shipping matters,” says Joseph, “we have no choice but to take on junior ones and spend a lot of time in training them.” This situation has also created an opportunity for foreign lawyers, as according to Teoh, an increasing number of them, including those from Netherlands and English barristers are getting involved in arbitration in Malaysia. “This has upped the ante for the Malaysian lawyers in this field, which is good,” he says, “as shipping is advancing and re-inventing itself, the lawyers must too.” The resolution of shipping industr y disputes is supported by the Malaysian Admiralty Court which has been operational since October 2010. According to Teoh this court and the Regional Centre for Arbitration have a great deal of technical capability in the subject. For a turnaround in the shipping industry there has to be a convincing recovery of the global economy, says Khalid. And according to Joseph, “once the oil prices start to increase, things will start to get a bit better for the shipping industry.”

The Panama-registered cargo ship “YM Los Angeles” approaches the terminal at Port Klang, near Kuala Lumpur. REUTERS/Olivia Harris


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The Statue of Justice, depicted as a women with a sword in one hand and scale in her other, is seen on top of the London Central Criminal Court, the Old Bailey in London . REUTERS/Russell Boyce


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Women may hold up half the sky, at least according to Mao Zedong, but when it comes to occupying senior positions in the workplace, women's numbers fall far short of men. Only 24 percent of managerial roles globally are held by women, and a mere 5% of these are Fortune CEOs, according to a 2014 study by Grant Thornton. Law schools worldwide churn out female lawyers at numbers at least on par with males, but rates of attrition, particularly in childbearing years, show that fulfilling demanding roles in both boardroom and family home are a difficult challenge to balance. And with 60 million more men on the planet than women — the highest ever in history — the battle for equality of the sexes in all realms has never been more relevant. Asia, particularly Southeast Asia, is on path to reaching the highest gender parity worldwide — between 38 and 40 percent in Indonesia, the Philippines, China and Thailand — and the legal industry is no exception to the last two decades' changing tide of progress. But how do female partners at law firms and top in-house counsel juggle multiple roles as mothers, wives, lawyers and managers? What skills does it take to rise through the ranks and stay? We speak to women across Asia to find out. By DANA MACLEAN

‘OUR THOUGHT PROCESSES ARE DEFINED BY OUR EXPERIENCES’

Mitsuru

CL AIRE CHINO – Executive Officer, General Counsel – Itochu Corporation Tokyo

WHEN MITSURU CLAIRE CHINO — now the first female executive of the third largest trading company in Japan— was a 25-year-old litigator fresh out of law school, her California-based firm put her in charge of handling a lawsuit by herself. Chino was tasked with going to trial, taking depositions and questioning witnesses in practice for the first time, and all on her own. “I felt like I was thrown into hot water,” she says, “It was a very daunting task.” But when she eventually won the case, the boost in confidence contributed to a momentum that eventually propelled her in 1999 to becoming a partner at a law firm where there were less than 10 percent female partners at the time. Even in the U.S., where women have pounded the pavement since the 1960s in staunch rebellion against traditional gender roles and demanding equal work opportunities, the legal profession can be tough. But armed with the understanding that gaining advantage is often part of the game, she barrelled on ahead in her career and eventually rose through the ranks to become the first female executive of a major trading Japanese trading company. As the executive officer and general counsel for Itochu Corporation based in Tokyo, Chino handles cross-border transactions for the company around the world — an area she continues to find fascinating. “There is a very big cultural difference in how contracts are approached. In Japan, where relationships are not simply contract-based, civil contracts tend to be very short, while US companies like to spell out everything,” she explains. Chino, who is bilingual, serves as the perfect bridge between the two cultures. At Itochu, she champions women’s advancement in law and corporate diversity, recognising from her own experiences the integral role of mentorship as a “sounding board” and support system in the early years. “People who have mentors have higher levels of self-confidence. If there is something they are thinking about trying out, without a mentor or any precedent, it’s scary to try that by him or herself,” she says. “If there is a mentor, the mentee can vicariously experience that, knowing they are not on their own.” Finding time to rebalance from work should also not be underestimated, she says, as life experiences contribute to creativity— a much needed skill in the legal field. “To be a good lawyer you have to be able to think outside the box,” she says. “If your experience is limited, you can only think one way. Our thought processes are defined by our experiences.”


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‘BE GENEROUS TO OTHERS IN TERMS OF SKILLS AND OPPORTUNITIES’

Melli

DARSA – Founder – Melli Darsa & Co. Jakarta

What challenges have you encountered during your career, and how did you overcome them? Like all lawyers ascending the firm ladder, I faced the challenge of making partner while having a young family and being a young mother. I also had to do this while trying to get my additional qualifications with the LLM at Harvard and passing the New York Bar, for which I had to separate from my thenhusband and baby. I overcame challenges due to a supportive family network, particularly from my mother and sisters. Up till today, the key factor to being able to have a wonderful career and beautiful family, is due to the people who love me. Life has to be lived. There are challenges always but if you surround yourself with people who love you, and this includes clients, then your life and work will be much more manageable and enjoyable. How has the industry in Indonesia changed in the past decade for women with multiple roles? Indonesia had been already accommodating but nowadays, my young lawyers’ parents are my age or slightly older but still leading very active lives. Unlike me, young parents must depend on professional care, the quality of which may not be always good. I had it easier when I was young. In fact now in Indonesia, it is harder for young mothers. This is why on the one hand law firms must have pro-mother/ wife policies. But the female lawyers must understand they cannot have special privileges all the time if they want to be treated as equal. In law firms, no matter what clients have to come first and clients must be able to depend on us. What advice would you give to aspiring female lawyers? Don’t ever quit or be discouraged when the going gets tough. Learn to rest when tired, let out steam when stressed, and never have regrets. Most of all, be generous to others in terms of skills and opportunities. A great lawyer is one who is also one who is a great mentor and leader.

‘REMAIN INSPIRED, ENJOY WHAT YOU DO AND CONTINUE TO PUSH YOURSELF’

Annabel MO ORE – General Counsel, Asia Pacific – Diageo Singapore

AS A YOUNG LAWYER building a career in London in the 1990s, Annabel Moore never imagined that she would move nearly 11,000 kilometres around the globe to become the Asia Pacific general counsel for a leading high-end beverage company. Though there was no previous regional legal function, and Moore had never worked outside of the UK, she nevertheless accepted the offer and dived wholeheartedly into creating the blueprint for Diageo’s legal risk management. The sheer volume of work— which involved constant travel to market to a diverse range of groups and working with companies, joint ventures, and distributors — kickstarted the learning curve for juggling multiple priorities and responsibilities. “I have always been challenged in my role, always learning and enjoying the journey and I never did it for the title,” says Moore, who has also had four children, now aged eight to sixteen, along the way. “Diageo has been fantastic because it really does respect ways of working really so that you are trusted to get the work done, if that means working from home or going home a bit early to see the kids,” she says, explaining that prioritising family life is “absolutely accepted and that makes life possible” alongside the challenging work. Diageo, which also boasts high rates of diversity and near-equal female representation on the board, is working to bridge the gender equity gap through progressive diversity policies. For example, staff with children under the age of seven have an additional six days of leave per year. “I never sensed at any moment that I couldn’t do something I wanted to do, gender was irrelevant,” says Moore, who believes her roles as both mother and lawyer mutually reinforce the other with a sense of balance, common sense and practical judgement. As for her advice to women entering the legal field, she says: “Don’t give up! Too often I see young women resigning from their roles because they believe the challenges of juggling work and domestic responsibilities is too great… Remain inspired, enjoy what you do and continue to push yourself.”


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‘TECHNOLOGY MAKES IT A LOT EASIER’

Marcia

WIBIS ONO – Managing Partner – Yang & Co. Jakarta

YEARS AGO, Marcia Wibisono, was doing the unthinkable. Four days out of five in a work week, she travelled to cities hundreds of kilometres outside of Jakarta to attend court hearings, waiting for hours on end for trials to start, and returning home only after 10PM on most nights. She was doing that until she was six months pregnant. “It was no problem for me because thankfully both of my pregnancies were very healthy,” says the former litigator and mother of two, who only cut back on travel only in her third trimesters. Wibisono, who now practices corporate law and has advised banks, insurance, mining, oil and gas companies, operating in Indonesia, got her start at OC Kaligis & Associates before moving to HPRP. Now, after more than a decade of practicing law in Indonesia — where regulations often change with governments, particularly for foreign investors — the greatest challenge remains adapting to new laws and staying on top of government regulations. “I always try learn about everything, and not get stuck in one practice area. A few years ago, mining was booming, but now it’s [not anymore], so if I didn’t expand, I would also suffer,” she says. “Indonesia is a very unique country to work in, so lawyers have to be very creative,” she said, noting that using online networks and actively checking with relevant government institutions, is one way that lawyers keep up with fluctuating policy. Wibisono balances her commitments to work and her family by making the most of technology, and hours, stuck in the infamously congested Jakarta traffic. “Now I am very used to working in cars, at home, everywhere, from my smartphone. Technology makes it a lot easier,” she said. Advice she often gives to her younger associates is to think of being a good lawyer as being similar to the work of an architect. “You have to provide the structure of the law, built for the preferences of your client. As an architect, your client might ask you to build a very beautiful house. But if the legal foundation itself is not strong, the house won’t last long.”

‘KEEP THE DOOR OPEN. YOU WILL FIGURE IT OUT’

Sarah

BOWER – Principal, Head of Legal – Transactions and Restructuring – KPMG China Hong Kong

EVEN AS A 12-YEAR-OLD growing up New South Wales, Australia, Sarah Bower always knew she didn’t want to have a menial job. As a university student years later, she automatically gravitated towards law, drawn to its complexity. Twenty-two years on, as a partner and Chief Legal Counsel with KPMG in Hong Kong after eight years with the Lehman Brothers in Asia, law has not lost its shine for her. “Every case has its different set of pieces. I love that it is fresh each time,” says Bower, who has worked in Asia for the past fifteen years. Though her track record — successfully restructuring high profile Chinese businesses, managing the Lehman Brothers Cross-Border Insolvency Protocol to facilitate cross-border settlements and heading KPMG’s Deal Advisory legal team— is impressive, to say the least, she says it was never about reaching dizzying heights, but more about the challenge, which there are always new ways to address. “About one decade ago I had a eureka moment when I realized that the best product comes from speaking to a broad range of people, whose brains are wired differently to mine,” she says. By abandoning fixed, “black and white” types of thinking, the possibilities and strategies that could become opportunities for clients multiplied — ideas which can only be born through cross-discipline collaboration came to light. “A diverse range of thinking can produce the best results,” says Bower, who applies this concept in all her work today, which includes transactions, restructuring and commercial disputes in her role as a multiple jurisdiction in-house lawyer. Commercial acumen, and understanding commercial realities based on a sound legal platform, is fundamental to meeting clients’ true needs, she adds. But how does she balance the work she is clearly passionate about with a family life? It is made possible only with one key ingredient, says the mother of three: equality at home. “I am fortunate to have had a husband who stepped up to do his fair share of child-raising,” says Bower, who leaves the house before 7AM most days to get a headstart on the day’s tasks. “Sometimes women give up their careers in the anticipation of the stress of motherhood, but don’t leave, keep the door open. You will figure it out. Train your husband early to make sure you have his commitment from the get-go, and find a way to stay in the game,” she adds.


Yang & Co. comprises of qualified lawyers with multidisciplinary qualifications and who are also registered advocates licensed to represent you in legal proceedings before the Indonesian courts and other legal matters outside the courts. Our lawyers are multilingual in Bahasa Indonesia, Mandarin and English.

Practices Area:  Competition & Regulatory  Corporate, Commercial Law and Business Contracts  Mergers & Acquisitions  Banking & Finance  Restructuring & Insolvency  Commercial Litigation, Arbitration and Bankruptcy  Labour and Employment  Land and Property  Company Liquidation  Environmental and Sustainability  Mining, Oil and Gas  Plantation, Forestry and Pulp and Paper  WTO Trade Remedies Contact Details: Office:

Multivision Tower, 3rd Floor Jl. Kuningan Mulia Lot 9B Jakarta Selatan 12980 Jakarta – Indonesia P: +62 21 293 808 78 F: +62 21 293 808 77 www.yangandco.com

Contact Person:

Mr. Ferry Yang ferryyang@yangandco.com

Mrs. Marcia Wibisono mwibisono@yangandco.com Ms. Saniah Wu swu@yangandco.com


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‘HAVE THE BELIEF THAT YOU ARE AS GOOD AS YOUR MALE COUNTERPARTS’ What motivated you to become a lawyer? The chance to contribute, make a difference, and to ensure I help the organisations I am involved in to do the right things within the proper legal framework. My aspiration is to reach the highest level of my potential, and I believe it is a continuous learning process.

Lily

KHAIRI – Head of Legal and Managing Counsel – Shell Malaysia Kuala Lumpur

How do you manage a work/ life balance? What personal sacrifices have you made along the way? I think the work-life balance is a fallacy. The more accurate description is work life priorities. There are days when you have to prioritise work and your career, and there are times when you prioritise personal commitments, aspirations and family over work. It is about choices that you have to make every day and being comfortable living with the decisions that you made. I like working, I love what I do, but at the same time I have other priorities, such as family and personal aspirations. When these clashes, you need to make certain sacrifices, but you must not regret the decision you made if it was the right one at that moment in time. One reason that has kept me in Malaysia is my 11-year-old daughter, a special needs child who requires round-the-clock care. We have established a good support system here in KL and I will prioritise her above work opportunities overseas. What is a lawyer’s most integral skill? I would say curiosity and ability to think out of the box to achieve legally sound commercial solutions. As an in-house lawyer, you must continue to evolve and anticipate the needs of your clients if you are to remain relevant and add value to your clients and their businesses. You do have to invest in learning and keeping up to date with the latest developments in law and regulatory framework, be the corporate conscience of the company and business partner simultaneously. . What advice would you give to aspiring female lawyers? Have the strong self-belief that you are as good as your male counterparts, and can achieve all that you set out to do, but also don’t forget to have fun and experience all that life can bring.

‘THE PUSH-AND-PULL COMPROMISE IS WHAT CREATES BALANCE’

Sophia

PK YAP – Global Deputy Chief Ethics & Compliance Officer – CBRE Hong Kong

WHEN THE CAR IN FRONT OF HER reversed back and smashed into Sophia Yap’s front bumper, she had no idea how fateful the incident would turn out to be. The other driver sped off and later claimed Yap had rear-ended her vehicle. Determined to defend herself out of principle, the then law school student in her early 20s took the case to court, litigating for the first time in her own front-end collision suit. Though she didn’t win, it was standing before the judge that she realised just what she wanted to do. “I was hit with a sudden surge of adrenaline, and just woke up to my passion. My family is more geared towards banking, so I had to battle tradition,” says Yap, who since then has been unstoppable. After six years at Baker & McKenzie, Yap became APAC senior counsel for General Electric. Following a stint as senior vice-president with a private equity firm. she joined global real estate firm CB Richard Ellis (CBRE) in 2008, where she has built up the Asia Pacific Legal and Compliance team from scratch. With regards to career and family, the mother of two also believes win-wins are possible in the ongoing balancing act. “Whenever I have a role change, I get my husband and kids to vote on if I should take the job. I want stakeholder buy-in!” she jokes. Though there are tough moments trying to meet the needs of both work and children, if both sides provide the space to meet urgent demands, the push-and-pull compromise is what creates balance, says Yap, who once left the hairdresser’s with half a haircut together with her two-year-old daugher in tow on a mom-daughter day out, after the office called with an emergency. “There has to be a two-way giveand-take for emergencies,” she says. Yap, who also chairs the CBRE Women’s Network, advises young lawyers to use the support offered by firms, and get involved in steering the development of companies, too. “If you enter new areas, talk to other lawyers, it becomes a channel for new opportunities and fun.”


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‘SET ASIDE TIME TO THINK ABOUT WHAT YOU WANT TO ACHIEVE, AND TAKE STEPS TO MOVE TOWARDS THAT’ AS A CHILD, Pamela Mak always knew she wanted to be a lawyer. “From a young age, I dreamed of being a lawyer after seeing fictional lawyers on TV,” says the youngest of three, whose elder sister and brother-in-law are also lawyers. Known for her extensive litigation experience across many sectors and skillfully employing Mareva injunctions to protect her clients, Mak made partner with Tanner De Witt in 2010 and attributes a large part of her career triumphs to mentorship. “My supervisor of more than ten years at Tanner De Witt has been a great role model for me,” says the litigator, who has been with the firm since 2003 after studying law in Hong Kong and Sydney. “It is so helpful to have support and hear others’ experiences especially early on in your career,” she adds. With this in mind, Mak runs the firm’s two-year trainee programme for graduates straight out of law school and says the ratio of female to male graduates is high and continues to grow. “We see more applications every year from females which reflects this trend,” she explains. The availability, and affordability, of childcare in Hong Kong paves the way for women to pursue full-time careers, according to Mak, who has an eight-year-old son. – KIM BOREHAM, a partner at Tanner De Witt since 2008, got her start defending employment rights at the most unlikely of places. “I was working at McDonalds during a break from university and ended up putting in a submission against the Employment Contracts Bill in New Zealand”. Having decided law wasn’t “so boring after all”, she transferred into law at the University of Waikato and now successfully handles multimillion dollar employment claims. She believes that balancing work with life takes deliberate management, and finding the right firm with both quality and diversity of work is key for young lawyers. “I deliberately chose Tanner De Witt for that reason.” says the mother of one, who played rugby competitively and represented Hong Kong at a tournament in Kazakhstan during her first week as a partner. Boreham sees a growing acceptance of the need for more diverse work practices and that part time work and flexible hours are becoming more common in Hong Kong. “With more women lawyers and women in senior roles within the professions and corporate clients, law firms also have to change how they approach marketing,” she says. She recommends young lawyers take control of their careers, utilise the networks in their communities, and carve out their own goals. “Set aside time to think about what you want to achieve, and take steps to move towards that. Tell your employers where you want your legal practice to go.”

Pamela MAK – Partner – Tanner De Witt Hong Kong

Kim

BOREHAM – Partner – Tanner De Witt Hong Kong

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DIVERSITY LIST SHOWCASING NOTABLE LAW FIRMS ACROSS ASIA THAT ARE WORKING TO EMBRACE INCLUSION IN THE WORKPLACE. BY DANA MACLEAN

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s law firms worldwide wake up to the increasing importance, and sound business sense, of diversity across the board, the adoption of policies and programmes geared towards boosting, promoting and retaining staff from a varied range of talent pools has multiplied. Ranging from greater workplace flexibility to support networks, pro-bono partnerships, improved maternity packages and systematised mentorship programmes, firms are building the foundations for an inclusive workplace which offers staff the kinds of careers that can sustain a healthy work-life balance. The firms below are in alphabetical order. EIGER LAW FIRM welcomes staff from

around the globe based on merit and professionalism. Both its Taipei and Shanghai offices host staff from a range ethnic backgrounds and sexual orientations, and have high rates of female attorneys (63 percent and 48 percent, respectively). With a motto of being “LGBT-friendly” the firm respects its staff’s privacy, and has embraced diversity since its founding in 2001 through transparent promotion and decision-making policies. With modern technology allowing travelling lawyers to work remotely, staff who need to tend to their families are also granted this same flexibility. The firm’s mentorship programme accepts intern attorneys from around the globe, and provides them with

real day-to-day experiences with clients and the support to move up in the partnership. HOGAN LOVELLS has made diversity and

inclusion part of its core culture through regional teams and office committees designated to promote equal opportunities, prohibit discrimination, retain talent, and empower staff to sustain a work life balance. Leadership development sessions launched in 2014 identify critical ways to eliminate bias and advance women leadership in the firm. Nursing facilities in some Asia offices and a regionwide maternity mentoring programme provide a support system for returning mothers. The internal networking programme, Breaking Barriers — established in 2009 in Hong Kong and now expanded to offices in Beijing, Shanghai, Singapore, Tokyo and Ulaanbaatar — hosts lunchtime seminars, panel discussions, social events and charity events to bring women together. The firm is also actively involved with the Hong Kong non-profit Women’s Foundation, which runs community based programmes for women’s empowerment. KIM & CHANG seeks to promote gender diversity through its recruitment policies and between 30 to 40 percent of all hires in the past three years have been female. The firm seeks to retain and promote its talented staff through flexible policies allowing personalised maternity leave

and programmes to ease the transition back into work post-partum. Recognising that mentorship is key to support junior associates to rise to senior leadership roles, Kim & Chang has systematised mentorship with nearly 100 percent participation from female partners. Meanwhile, the firm’s subsidiary printing house, the Garam Printing House, launched in March 2015, is a socially responsible venture which employs 10 physically handicapped staff, with plans to expand. The firm has also undertaken a pro-bono initiative across the country teaching hundreds of migrant women about their rights. KING & WOOD MALLESONS is a firm committed to equality and diversity through policies to level the playing field for staff promotions. In 2011 KWM launched its Engaging Women programme in Hong Kong, a network for women to share experiences and insights for career advancement, with patrons to oversee and advise on diversity issues. KWM is also a founding member of Women in Law Hong Kong (WLHK), an umbrella network for female Hong Kong lawyers. As a firm which recognises inclusion of all parts of society as key, KWM also partners with CareER to provide internships and mentorships to disabled students, who can then gain skills and practical work experience to launch their careers. Progressive work arrangements the firm offers their staff,


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COVER STORY

35

REUTERS/David Gray

including new mothers, are remote working, flexible hours, part time roles and an onsite nursing room. LATHAM & WATKINS values the range of perspectives that its diverse staff bring to the firm to serve its global clientele and has been lauded on its corporate equality index by the Human Rights Campaign Foundation. The firm has two committees dedicated to championing diversity, the Diversity Leadership Committee (DLC) and the Women Enriching Business (WEB) committee. The two teams have created programmes tailored for bolstering diversity: the Diversity Leadership Academy organises meetings for interested law students and associates, the Women’s Leadership Academies gives multi-day professional development trainings for women, and the Women’s Affinity Group nurtures and supports female staff through its networking platform. Meanwhile, junior associates can find further support in the Global Mentorship Programme, which pairs them with senior colleagues. Seminars and workshops, to encourage professional development in Singapore and Hong Kong, are also co-hosted frequently throughout the year with extensive participation from staff. SIMMONS & SIMMONS views diversity from a lens of corporate responsibility and business promotion, and has recently taken

several steps to create gender balance among its partners, as 95 percent of its equity partnership is currently male. An internal network coined The Number One Club (TNOC) hosts events and is working to create a support system for female staff, while the adoption of pro-family policies since July 2013 includes leave for new mothers (20 weeks), fathers (five days), and adoptive parents (four weeks). A “buddy” support system in the firm also provides first-time mothers with maternity coaching both pre and post-partum. All employees who have served more than six months at the firm are also eligible to apply for flexible working arrangements, which can be any pattern which suits employees’ needs through a system of annualised hours. Staff who are also parents are free to bring their children to stay at the well-equipped children’s room. SKADDEN, ARPS, SLATE, MEAGHER & FLOM

believes diversity makes staff better problem-solvers and along this line of thinking employs full-time Diversity & Inclusion staff, headed from the New York office. Skadden’s active LGBT and Women’s Affinity Groups provide peer mentoring opportunities and have become outlets for recruitment and professional development opportunities. Annual trainings in cultural blind spots and competency at Skadden’s Asia offices, as well as trainings by external consultants on diversity and inclusion, have

helped staff to develop the management skills necessary to take a holistic approach to leadership. Flexible working arrangements post-maternity leave are available for female staff for up to one year after childbirth. In Hong Kong, Skadden has close alliances and has partnered with local advocates for sexual minorities, including the Queer Straight, the Pink Alliance, and the Hong Kong Gay and Lesbian Attorneys Network (HKGALA). TILLEKE & GIBBINS is staunchly committed to gender balance and equal opportunities. Two-thirds of its managing partners overseeing the practice’s daily operations are female, and the majority of administrative departments in the Bangkok office are headed by women, who comprise 94% of the total workforce and mirror their satisfaction through low attrition rates. Many staff stay for over two decades and report high levels of job satisfaction, career prospects and work-life balance. The Thailand office is also engaged in numerous pro-bono activities, including to the American Women’s Association of Thailand and the Human Development Foundation, both of which feature programmes dedicated to women’s empowerment in society. Involvement in other initiatives— such as human rights nonprofit Equality Now’s research on child marriage in the region— provide the impetus for regionwide legal reform for greater gender equality.


36

Q&A

ASIAN LEGAL BUSINESS JUNE 2015

‘YOU REALLY HAVE TO PURSUE WHAT YOU ARE VERY GOOD AT, WHAT YOUR BRAND STANDS FOR, AND WHAT YOU ARE KNOWN FOR’ BOB CHARLTON, WHO JOINED BERWIN LEIGHTON PAISNER IN OCTOBER 2014 AS THE FIRM’S ASIA HEAD AND HONG KONG MANAGING PARTNER, SPEAKS TO KANISHK VERGHESE ABOUT HIS NEW ROLE, THE FIRM’S CORE FOCUS AREAS AND PRIORITIES IN ASIA, AND ITS RECENT EXPANSION IN THE REGION.

ALB: What are some of the key objectives you have laid out for Berwin Leighton Paisner (BLP) since joining the firm as its Hong Kong managing partner and Asia head? Are there any key practice areas or regions that the firm’s Asian offices are focusing on in 2015? Charlton: The key goal is to ensure that Berwin Leighton Paisner in Asia, just like in the other major regions where the firm is operative, is concentrating on its key products. We don’t want to be doing anything that is outside of what the firm is famous for, and what it is really good at. We need to be disciplined around ensuring that we are pursuing our real estate and infrastructure, litigation and regulatory businesses, asset finance, corporate finance and private client, which are core practices of the firm as a whole. We have a collection of focus markets across Asia. They include China and Greater China just as much as they include ASEAN, and in particular, Singapore, Indonesia and Myanmar. These are the five core sectors and practice areas that we are pursuing consistently in Asia, alongside our Middle East and European businesses. ALB: BLP recently acquired local law firm Haley & Co in Hong Kong. How does this

fit into the firm’s plans for Asia? Charlton: It was great to get the Haley & Co acquisition under the belt. We were talking for a few months before the agreement, and I think it was clear to both sides that there is great synergy between what Haley & Co has developed, and what Berwin Leighton Paisner is looking to develop. Haley & Co specialises in the two prime practice areas of arbitration and real estate. Glenn Haley has a renowned construction litigation and arbitration practice, and Ilan Freiman is perfectly placed in the sweet spot of real estate and infrastructure. Bringing that firm and its constituent members into Berwin Leighton Paisner Asia is exactly in tune with what our business aims are. The acquisition went live on May 1, and Glenn, Ilan and Geoff Shaw have officially come on board as partners. ALB: Are there any further expansion plans for BLP in the pipeline? Charlton: On the one hand, as an innovative business we are always looking for the right opportunities for the sake of profitable growth. But on the other hand, when you take something on board, you have to make sure that you integrate it properly, and don’t just move straight on to the next one. We

CV 1979 – 1999

Clifford Chance Partner

1999 – 2009

Freshfields Bruckhaus Deringer Partner

2009 – 2012

DLA Piper International Group Head Finance & Projects

2012 – 2014

DLA Piper Managing Director - Asia Pacific

Oct 2014 – present

Berwin Leighton Paisner Asia Head, Hong Kong Managing Partner


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are very conscious that we need to bed the new team down and integrate it well into the Asia business as a whole, as well as into the Middle East and European businesses because we have to make the best of all the synergies. As the leader of the Asian business, I am spending a lot of time in Hong Kong at the moment and making sure that the nuts and bolts of the acquisition are working well. ALB: What about expanding BLP’s physical presence in new markets in Asia? Is this on the firm’s radar? Charlton: That is not on the cards for now. We are looking at opportunities, and we are very aware of what our clients are looking for. We are constantly talking to our client

base about how we can service them most effectively, and we will listen to them. But right now we are making sure that we are making the very best of what we have now, which is an Asian business comprising a strong Singapore offering for ASEAN, the newly expanded Hong Kong office and our offering in Beijing. I am very keen to make sure that we get all three businesses humming together in an integrated and effective way. That is a major part of the initial period in my new role. ALB: Competition in Asia is growing fiercer with a number of international firms growing their presence in the region, and several local firms strengthening their practices. Do you think BLP has to

Q&A

37

go beyond its key offerings and tap into new practice areas in order to remain competitive? Charlton: I would say “never say never”. But our view is, like with any business, you really have to pursue what you are very good at, what your brand stands for, and what you are known for. And right now, the core competencies of Berwin Leighton Paisner are across real estate and infrastructure, litigation and regulatory, asset finance, corporate finance and private client. Asia is an incredibly competitive market, and you have to differentiate yourself to be successful. We believe we have the potential to do that in these core areas of excellence that we have, and if we can do it well, we can be very confident about the year ahead.


38

INTELLECTUAL PROPERTY

ASIAN LEGAL BUSINESS JUNE 2015

A NEW ROADMAP

INDIA HAS FACED SCRUTINY IN RECENT YEARS OVER ITS ABILITY TO PROTECT THE IP RIGHTS OF ALL STAKEHOLDERS AND EFFICIENTLY FOSTER INNOVATION. AT THE END OF 2014, A DRAFT NATIONAL IPR POLICY WAS RELEASED FOR PUBLIC COMMENT. THE DRAFT PROVIDES A CLEAR ROADMAP FOR INDIA’S IP REGIME, AND LAYS THE INITIAL GROUNDWORK FOR STRENGTHENING THE COUNTRY’S IP ECOSYSTEM. KANISHK VERGHESE REPORTS

I

n December 2014, a six member IP Think Tank formed by India’s Department of Industrial Policy and Promotion (DIPP), comprising judges, lawyers and academics, released a draft National IPR Policy, detailing a blueprint for India’s IP regime going forward, and the key objectives it needs to achieve. At the heart of the draft, in its mission statement, the Think Tank aims to establish a dynamic, vibrant and balanced IP system in India in order to foster innovation, accelerate economic growth and employment, enhance socio-cultural development, and protect public health and other areas of socioeconomic importance. In order to achieve these goals, the policy lays out key objectives in seven different areas: IP Awareness and Promotion; Creation of IP; Legal and Legislative Framework; IP Administration

dealt with significant IP changes in India for the past 10 years, ever since we became TRIPS (Trade-Related Aspects of Intellectual Property Rights) compliant in 2005. But the IP fraternity really had no documented government policy backing their position. One of the benefits of the draft is that the Think Tank has shared their thoughts on where they think India should be going, which is a positive start because dialogue can only take place once one knows what the direction is,” says Soni. KEY PROPOSALS The draft is certainly helpful in steering India’s IP regime in the right direction, stakeholders say. It also acknowledges that India’s national development goals are a priority as far as IP policy is concerned. In recent years, several decisions in pharmaceutical patent cases

“IF WE ARE GOING TO SET UP SPECIALISED COURTS, THEN WE SHOULD LOOK AT IP IN GENERAL AND INCLUDE TRADEMARKS, COPYRIGHT AND DESIGNS, BECAUSE THESE ARE ALSO SPECIALISED FIELDS THAT DESERVE THE SAME AMOUNT OF ATTENTION.” Pankaj Soni, Remfry & Sagar and Management; Commercialisation of IP; Enforcement and Adjudication; and Human Capital Development. “The draft is very comprehensive and incisive,” says Pankaj Soni, a partner at Indian IP boutique firm Remfry & Sagar. “If we take a step back, we will realise that this IP policy is being tabled much later than it should have been. We have

have gone in favour of the domestic generic drug makers, which has led some international innovators to accuse India’s IP regime and judiciary as being unfairly protectionist. However, the draft policy asserts that India’s statutory framework is robust, effective and balanced. “The Indian judiciary is a strong and independent pillar of the government

and has made immense contribution in enforcing IP rights…India has adopted a balanced approach towards patent law. It is committed to protect innovation while promoting the larger goal of welfare of its citizens,” the policy adds. The draft also reiterates India’s commitment to its international treaties and conventions, including the TRIPS agreement. “In future negotiations in international forums and with other countries, India shall continue to give precedence to its national development priorities whilst adhering to its international commitments and avoiding TRIPS plus provisions,” the draft says. The policy also proposes the introduction of utility models, or “petty patents”, which would give potential rights holders a fresh opportunity to obtain exclusivity and protection – albeit for a shorter period of time – for their inventions. Debate over utility models has been ongoing in India for several years. In its written submission to the DIPP, The Centre for Internet and Society, a non-profit research organisation based in Bangalore, noted that utility models have been criticised for causing a spike in litigation, which can be financially draining, especially for small businesses. In addition, it says that utility models can be, and have been, used by companies to cordon off entire areas of research. For his part, Soni says that the introduction of utility models in India would help in achieving the draft’s objective of increasing IP awareness. “Because of the nature of innovation we see in India, utility models would give the average domestic investor something to look forward to, encourage innovation and lead to the creation of IP,” says Soni. However, he adds that while utility models make sense on paper, the issue needs to be


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INTELLECTUAL PROPERTY

39

People gather outside the Taj Mahal hotel in Mumbai. REUTERS/Punit Paranjpe

debated further. “There are certain instances and industries where it may not make sense to allow utility models. But, I think at least in the electrical and mechanical industries, there is a lot to gain,” he adds. Under the objective of enforcement and adjudication, the draft recommends establishing specialised patent benches in the regional High Courts, as well as regional benches of the Intellectual Property Appellate Board (IPAB) in the regions where India’s Intellectual Property Offices are located. The proposal has been welcomed by most stakeholders, although some in the community believe that more could be done. “We support the recommendations to facilitate IP dispute resolution. Our suggestion would be that the proposed “patent benches” become broader in scope and become “specialised IP judiciary” that cover all forms of intellectual property, including trademarks,” the International Trademark Association wrote in its submission to the DIPP. “If we

are going to set up specialised courts, then we should look at IP in general and include trademarks, copyright and designs, because these are also specialised fields that deserve the same amount of attention,” agrees Soni. ‘PRIORITISE THE OBJECTIVES’ While the draft has been praised for its detailed information, some lawyers note that more clarity about the timeframes and prioritisation of the objectives is needed. “The policy has listed objectives, a vision and a mission, but we don’t know which objectives are of greater importance. Understandably, all objectives cannot be equally important, and cannot be achieved in the same timeframe. I did not necessarily expect this to be in the policy, but it is something that has to naturally come next,” says Soni, who adds that the IP administration and management as well as the IP awareness objectives should be prioritised. Given the sheer amount of detail in the

policy, it will likely take a considerable amount of time to collate and mull over all the submitted comments and additional information. As a result, practitioners are hopeful that a revised version of the draft will be released in the next few months. Nonetheless, IP professionals on the ground agree that the draft is a positive step for India, and praise the policy for its inclusivity and willingness to engage with all IP stakeholders ranging from government and corporations – both local and international – to small business owners, education institutions and other members of society. Perhaps most importantly, the policy views IP rights as a vital cog in enhancing India’s overall development, and recognises that synergies can be created between India’s IP policy and the government’s other initiatives in order to foster both innovation and economic growth. “The challenge now is how do you convert the detailed policy into action? That is something we have to look forward to,” says Soni. Stay tuned.


40

SPONSORED ARTICLE

ASIAN LEGAL BUSINESS JUNE 2015

IP ACADEMY

REFLECTIONS ON COPYRIGHT An interview with Professor Paul Goldstein, the Stella W. and Ira S. Lillick Professor of Law at Stanford Law School. Trina Ha IP Academy trina_ha@ipacademy.com.sg

By Trina Ha A globally recognised expert on intellectual property law, Professor Goldstein is the author of an influential four-volume treatise on U.S. copyright law and a one-volume treatise on international copyright law, as well as several leading casebooks. He is also of counsel with Morrison & Foerster. In 2015, Professor Goldstein was inducted by Intellectual Asset Management into the IP Hall of Fame, which honors those who have helped to establish intellectual property as one of the key business assets of the 21st century. Professor Goldstein will be speaking at a roundtable on Copyright reform on 1 July 2015, organised by the IP Academy, Singapore. This is part of IP Academy’s series of Thought Leadership activities to bring renowned IP experts to share with the local community their knowledge and insights on the latest trends and issues in the highly-evolving global IP and economic landscapes. Prior to the roundtable, IP Academy had the opportunity to hear from Professor Goldstein on the challenges facing copyright owners today and his thoughts on the future of Copyright Law. IPA: With today’s connected and technologically advanced world and ever-changing business environment, what are the most pressing challenges faced by IP rights-holders, in particular copyright owners?

A: 51 Bras Basah Road #01-01 Manulife Centre Singapore 189554 (Please enter via IP 101) W: www.ipacademy.com.sg

Goldstein: The most pressing challenge faced by copyright owners worldwide--today and over the next few years--is to implement low-cost, typically automated, systems for licensing their works. The present, high transaction costs of securing a license not only discourage users from doing so, but--far more dangerously--they encourage courts and legislators to carve out exceptions to copyright in order to facilitate these uses. The fuse for action by copyright owners is short. If copyright owners

fail to develop low-cost licensing mechanisms over the next few years, they will find that their previously exclusive rights have eroded, and it will be too late to restore them. IPA: Are these challenges different in Asia’s emerging markets, compared with the more developed economies? Goldstein: The challenge differs modestly in Asia’s emerging markets where the comparative absence of entrenched, but outmoded, licensing mechanisms, as well as a taste for high-tech solutions, may foster readier development and acceptance of digitally automated licensing systems. IPA: How does copyright law need to evolve in order to keep up with the changing business environment and new technologies? Goldstein: Copyright law does not need to evolve to keep up with new technologies. What needs to evolve are receptivity among copyright owners to the use of new technologies to facilitate low-cost, frictionless licensing, and resistance among legislators and courts to popular calls for trimming copyright’s exclusive rights. The operation of markets will take care of the rest. IPA: What do you think is the balance between protecting rights-holders and providing access to encourage innovation? Can policy-makers find this balance? Goldstein: History is the surest source of wisdom on the correct balance between exclusive rights and unfettered, priceless access to copyrighted works. Whatever the economics of incentive to creativity may be, the legal balance that has been in place for the past century has at the very least done nothing to disturb the level and quality of literary and artistic creation that we have enjoyed over this period. I think that it would be dangerous for legislators and courts to tinker with that balance.


42

LAW AWARDS

ASIAN LEGAL BUSINESS JUNE 2015

18th JUNE

THE RITZ-CARLTON TOKYO

NAGASHIMA OHNO & TSUNEMATSU, MORI HAMADA & MATSUMOTO LEAD NOMINATIONS Asian Legal Business has announced the list of finalists for the 11th annual Japan Law Awards 2015, which will be held at the Ritz Carlton Hotel Tokyo on Thursday, June 18. Nagashima Ohno & Tsunematsu and Mori Hamada & Matsumoto are the frontrunners, with a total of 36 and 30 nominations, respectively. Fellow Big Four Japanese law firms Nishimura & Asahi and Anderson Mori & Tomotsune have 25 and 24 nods, respectively. Simpson Thacher & Bartlett leads the international law firm pack with 21 nominations, while Sullivan & Cromwell and Morrison & Foerster are close behind with 17 nominations each. Davis Polk & Wardwell has 10 nominations. Among the in-house teams, JP Morgan

Securities Japan and Morgan Stanley MUFG Securities have four nominations each, including the Innovative In-House Team of the Year and the prestigious Japan In-House Lawyer of the Year prizes. Goldman Sachs Japan and IBM have two nominations each, while a number of other in-house teams, including Softbank, KDDI, Sumitomo Mitsui Financial Group and Itochu Corp, are also finalists. The ALB Japan Law Awards 2015 covers a total of 30 awards, and features new categories in the areas of Banking and Finance and Regulatory and Compliance, as well as an award for the Emerging Law Firm of the Year. Furthermore, in order to recognise the role of accounting firms in the celebrated deals, the event has introduced a new Accountancy Deal Firm of the Year award.

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


LAW AWARDS

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TOTAL LAW FIRM NOMINATIONS Nagashima Ohno & Tsunematsu Mori Hamada & Matsumoto Nishimura & Asahi Anderson Mori & Tomotsune Simpson Thacher & Bartlett Sullivan and Cromwell Morrison & Foerster Davis Polk & Wardwell

36 30 25 24 21 17 17 10

43

TOTAL IN-HOUSE NOMINATIONS (excluding deals) J.P. Morgan Securities Japan Co Morgan Stanley MUFG Securities Co Goldman Sachs Japan Co IBM

4 4 2 2

NOMINATIONS FOR KEY CATEGORIES The Japan In-House Counsel Network Award Banking & Financial Services In-House Team of the Year • J.P. Morgan Securities Japan Co • Morgan Stanley MUFG Securities Co • Sumitomo Mitsui Financial Group Inc Japanese Investment Bank Team of the Year • Daiwa Securities Co. Ltd. • Mizuho Securities Co., Ltd. • SMBC Nikko Securities Inc. International Investment Bank Team of the Year • Goldman Sachs Japan Co • JP Morgan Securities Japan Co • Morgan Stanley MUFG Securities Co TMT In-House Team of the Year • IBM Japan • KDDI • Softbank Innovative In-House Team of the Year • IBM Japan

• Itochu Corporation • JP Morgan Securities Japan Co • KVH • Morgan Stanley MUFG Securities Co Japan In-House Lawyer of the Year • Yutaka Miura - Goldman Sachs Japan Co • Jeremy Entwisle JPMorgan Securities Japan Co • Christopher O. Hathaway - Morgan Stanley MUFG Securities Co Japan In-House Team of the Year FINALISTS TO BE ANNOUNCED ON THE NIGHT Banking Law Firm of the Year • Anderson Mori & Tomotsune • Atsumi & Sakai • Baker & McKenzie (Gaikokuho Joint Enterprise) • Davis Polk & Wardwell • Mori Hamada & Matsumoto

• Nagashima Ohno & Tsunematsu • Nishimura & Asahi Employment Law Firm of the Year • Anderson Mori & Tomotsune • Freshfields Bruckhaus Deringer • Mori Hamada & Matsumoto • Nagashima Ohno & Tsunematsu • Nishimura & Asahi Insolvency Law Firm of the Year • Anderson Mori & Tomotsune • Mori Hamada & Matsumoto • Nagashima Ohno & Tsunematsu • Nishimura & Asahi • Oh-Ebashi LPC & Partners American Chamber of Commerce In Japan Award International Arbitration Law Firm of the Year • Freshfields Bruckhaus Deringer • Herbert Smith Freehills

• Mori Hamada & Matsumoto • Morrison & Foerster • Nagashima Ohno & Tsunematsu • Nishimura & Asahi • Orrick, Herrington & Sutcliffe IP Law Firm of the Year • Anderson Mori & Tomotsune • Baker & McKenzie (Gaikokuho Joint Enterprise) • Hogan Lovells • Momo-o, Matsuo & Namba • Mori Hamada & Matsumoto • Morrison & Foerster • Nagashima Ohno & Tsunematsu • Nishimura & Asahi • Ohno & Partners • Orrick, Herrington & Sutcliffe • Quinn Emanuel Urquhart & Sullivan • Ropes & Gray • SUGIMURA International Patent & Trademark Attorneys • TMI Associates


44

LAW AWARDS

ASIAN LEGAL BUSINESS JUNE 2015

NOMINATIONS FOR KEY CATEGORIES Regulatory and Compliance Law Firm of the Year • Baker & McKenzie (Gaikokuho Joint Enterprise) • Davis Polk & Wardwell • Mori Hamada & Matsumoto • Morrison & Foerster • Nagashima Ohno & Tsunematsu Litigation Specialist Law Firm of the Year • Anderson Mori & Tomotsune • Freshfields Bruckhaus Deringer • Mori Hamada & Matsumoto • Morrison & Foerster • Nagashima Ohno & Tsunematsu • Nishimura & Asahi • Orrick, Herrington & Sutcliffe • Quinn Emanuel Urquhart & Sullivan

Tax Law Firm of the Year • Baker & McKenzie (Gaikokuho Joint Enterprise) • Mori Hamada & Matsumoto • Nagashima Ohno & Tsunematsu • Nishimura & Asahi Best Southeast Asia Practice Law Firm of the Year • Anderson Mori & Tomotsune • Baker & McKenzie (Gaikokuho Joint Enterprise) • Mori Hamada & Matsumoto • Nagashima Ohno & Tsunematsu • Nishimura & Asahi • TMI Associates Best China Practice Law Firm of the Year • Anderson Mori & Tomotsune • Mori Hamada & Matsumoto

• Nagashima Ohno & Tsunematsu • Nishimura & Asahi • TMI Associates Offshore Law Firm of the Year • Appleby • Conyers Dill & Pearman • Maples and Calder • Walkers Managing Partner of the Year • Ryu Umezu - Anderson Mori & Tomotsune • Hiroo Atsumi - Atsumi & Sakai • Jeremy Pitts - Baker & McKenzie (Gaikokuho Joint Enterprise) • Theodore A. Paradise Davis Polk & Wardwell • Peter Godwin - Herbert Smith Freehills • Ken Siegel - Morrison & Foerster • L. Mark Weeks - Orrick, Herrington & Sutcliffe • Izumi Akai - Sullivan & Cromwell

International Deal Firm of the Year • Clifford Chance • Davis Polk & Wardwell • Freshfields Bruckhaus Deringer • Morrison & Foerster • Simpson Thacher & Bartlett • Sullivan & Cromwell Japanese Deal Firm of the Year • Anderson Mori & Tomotsune • Atsumi & Sakai • Mori Hamada & Matsumoto • Nagashima Ohno & Tsunematsu • Nishimura & Asahi Japan Law Firm of the Year FINALISTS TO BE ANNOUNCED ON THE NIGHT

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PROUDLY PRESENTED BY


R ES E RVATI O NS N OW AVA I L A BL E Finalists for the ALB Japan Law Awards 2015 may now reserve seats for this prestigious ceremony taking place at The Ritz-Carlton, Tokyo on June 18. Enjoy fine wine and a four-course gourmet dinner and celebrate with more than 200 key law firm and in-house leaders, investment bankers and members of the judiciary and academe, the success of the Japan’s legal industry in the past year. INDIVIDUAL SEAT - US$450 TABLE OF TEN - US$4100 To reserve tables or seats, please register online at www.regonline.com/JLA2015. For registration assistance, please contact Sheila at sheila.lum@thomsonreuters.com or call (65) 6870 3252. SPONSORS

SUPPORTING ORGANISATIONS

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PROUDLY PRESENTED BY


46

LAW AWARDS EVENTS

ASIAN LEGAL BUSINESS JUNE 2015

(L-R) Simeon Ken R. Ferrer, SyCip; Geraldine Johns-Putra, Minter Ellison; Hien Nguyen Truc, VILAF; Hiyasmin H. Lapitan, SyCip Salazar Hernandez & Gatmaitan, Niwes Phancharoenworakul, Chandler & Thong-ek; Nicanor N. Jacinto, Institute of Corporate Directors

Charles Veloso, Quisumbing Torres discussing competition law in the Philippines

PHILIPPINES IN-HOUSE LEGAL SUMMIT

Hon. Leila M. De Lima, Secretary, Department of Justice opening the Summit

FAIRMONT MAKATI, MANILA

29 APRIL 2015

Second keynote address by Teresita Herbosa, Chairperson, Securities & Exchange Commission

Great presentation by Mia Imperial, Quisumbing Torres

(L-R) Agustin R. Montilla IV, Romulo; Vicente Graciano P. Felizmenio, Jr., Securities and Exchange Commission; Ricardo J. Romulo, Romulo; Dennis Montecillo, BPI Capital Corporation; Honorio Poblador IV, Navegar; Louie Ogsimer, Romulo; Cynthia R. del Castillo, Romulo

Excellent networking at ALB’s inaugural Philippines In-House Summit

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DATE AND LOCATION: 12 NOVEMBER 2015 (SEOUL, KOREA) 17 NOVEMBER 2015 (TOKYO, JAPAN) 19 NOVEMBER 2015 (SINGAPORE)

ALB is proud to present internationally renowned contracts expert Ken Adams, bringing his practical training seminar to Seoul (12th November), Tokyo (17th November) and Singapore (19th November). These hands-on seminar explores how to draft contracts that express deal terms clearly and effectively, saving you time and money, enhancing your competitiveness, and mitigating risk. Rather than simply lecturing, Ken uses interactive exercises, encouraging participation and addressing practical considerations related to the drafting process. This seminar is valuable for both junior and senior legal professionals, with tips that apply to all contracts drafted in English, whatever the governing law. WHAT YOU’LL LEARN Practical skills from a global industry leader • The problem with traditional contract language • How efficient contract drafting can benefit your business • The basics of rigorous contract language and layout • Why revising your contract process can improve contract language WHO SHOULD ATTEND Lawyers • In-house counsel • Paralegals and managers in law firms and corporations • Contract managers • Anyone who drafts, negotiates, or reviews contracts SPECIAL OFFER- FREE BOOK! Each participant will receive, at no extra charge, a copy of the latest edition of Ken Adams’s book, A Manual of Style for Contract Drafting. The seminar explores issues addressed in detail in this one-of-a-kind book that has become a valued resource for the legal profession.

LEARN EXPERT DRAFTING TECHNIQUES FROM A LEADING AUTHORITY Ken Adams, Author, A Manual of Style for Contract Drafting As the leading authority on contract language, Ken Adams has successfully coached people around the world in drafting clearer contracts. His groundbreaking book A Manual of Style for Contract Drafting has sold tens of thousands of copies internationally since it was first published by the American Bar Association in 2004. The Legal Writing Institute has announced that Ken is to receive the Golden Pen Award for 2014, “to recognize his exemplary work in contract drafting.” As part of its “Legal Rebels” project, in 2009 the ABA Journal named Ken one of its initial group of fifty leading innovators in the legal profession. And the ABA Journal included Ken’s blog in its 2013, 2012, 2010, and 2009 “Blawg 100”—its list of the hundred best law blogs. Ken is an adjunct professor at Notre Dame Law School. For more information about Ken and his activities, go to www.adamsdrafting.com.

“It is a revolution for legal professionals and basically renders irrelevant what I learned previously. But I like it!”

PROGRAM AGENDA language and their function – How to distinguish between categories – Why does it matter?

08:30 Registration 09:00 – The state of contract drafting – Costs and causes of deficient drafting – Goals for the program 09:20 The Front and Back of the Contract – Title and introductory clause – Function and layout of recitals – Traditional recital of consideration – Concluding clause – Role of exhibits and schedules 10:10 Categories of Contract Language – Different categories of contract

12:05

10:30 Break

12:30 Luncheon

10:45 Categories of Contract Language, cont. 11:45

15:15 Drafting as Writing – Some general principles of good writing that apply to contract drafting Bringing It All Together – Redrafting sample provisions 16:40

14:10 Select Usages – Problematic words and phrases – Clearer alternatives

TOKYO (17th November)

Break

15:30

13:30 Ambiguity and Vagueness – Different kinds of ambiguity – How to avoid them – How to use vagueness

Layout – How to present sections, subsections, and enumerated clauses – Using Adams’s enumeration scheme – Issues of typography

SEOUL (12th November)

15:00

Using Defined Terms – Two kinds of definitions – Role of the definition section – Using an index of defined terms

Effecting Change – The individual – The organization 17:00 End

SINGAPORE (19th November)

• Register before 16 October for just US$888, and save over US$600! (U.P. US$1,500)

• Register before 16 October for just US$888, and save over US$600! (U.P. US$1,500)

• Register before 23rd October for just US$888, and save over US$600! (U.P. US$1,500)

• To book, please visit www.regonline.com/ drafting_contracts_korea_2015

• To book, please visit www.regonline.com/ drafting_contracts_japan_2015

• To book, please visit www.regonline.com/ drafting_contracts_singapore_2015

• Save 20% more: Register 5 people from your organisation, and the fifth person attends for free

• Save 20% more: Register 5 people from your organisation, and the fifth person attends for free

• Save 20% more: Register 5 people from your organisation, and the fifth person attends for free

• Price includes a complimentary copy of Ken Adam’s book A Manual of Style for Contract Drafting

• Price includes a complimentary copy of Ken Adam’s book A Manual of Style for Contract Drafting

• Price includes a complimentary copy of Ken Adam’s book A Manual of Style for Contract Drafting

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For more information on these events, or to register your pass, please contact Trang on chuminh.trang@thomsonreuters.com or call +65 6870 3711


MICHAEL PAGE LEGAL

Legal Counsel

Legal Counsel

Regional Counsel

› Major technology group

› Financial services industry

› Newly minted regional office

› Regional role

› Fast growing company

› Direct reporting to the Global General Counsel

Our client is a global technology group well-known for its innovative products and services. Reporting to the Head of Legal, you will be in charge of providing legal advice and support to entities in the Asia Pacific region. This encompasses reviewing and negotiating a wide range of agreements and developing strategies to manage risks. You are a qualified lawyer with at least 3 years of post qualified experience gained in private practice and/ or inhouse within a well-established company. Prior exposure to the technology industry is a plus.

Our client, an international financial services group, is currently seeking a Legal Counsel to join their Singapore office. Reporting to the General Counsel, you will provide varied legal services including legal advice, preparation of documents, legal negotiation and corporate secretariat. You will work closely with the senior management in identifying and managing legal risks with internal and external counterparts. The successful candidate will have at least 3 years of post qualified experience obtained with a leading law firm or a major firm. In addition, you possess excellent communication and negotiation skills.

Our client, a highly successful direct selling company with a vibrant and forward looking culture, has decided to establish their Asia Pacific regional office in Singapore. Reporting directly to the Global General Counsel, you will be responsible for providing full legal advice and support, as well as general business advice and risk assessment, to the business in the region. As part of the investment in this highly critical role, overseas training at the headquarters will be provided. You are a Commonwealth qualified lawyer with a minimum of 6 years of general corporate commercial post qualified experience gained in a reputable multinational and/ or law firm.

Please contact Isis Descormiers (Reg. no: R1440080) quoting ref: H2780810 or visit our website.

Please contact Isis Descormiers (Reg. no: R1440080) quoting ref: H2753750 or visit our website.

Please contact Ng Lay Hoon (Reg. no: R1108753) quoting ref: H2777820 or visit our website.

To apply for any of the above positions, please go to www.michaelpage.com.sg quoting the reference number, or contact the relevant consultant on +65 6533 2777 for further details.

Get Connected. Stay Ahead.

Specialists in legal recruitment

Legal

48

www.michaelpage.com.sg

DIVERSITY

Michael Page International Pte Ltd (EA Licence No.98C5473) is part of the PageGroup. Registered Office: One Raffles Place, #09-61 Office Tower Two, Singapore 048616

SPECIALISTS IN LEGAL RECRUITMENT

ASIAN LEGAL BUSINESS JUNE 2015

WOMEN IN LAW HONG KONG LAUNCHED

A

number of law firms in Hong Kong have come together to launch Women in Law Hong Kong (WILHK), a legal community that aims to provide a networking platform for private practice lawyers, in-house counsel and other legal professionals in the city. WILHK’s committee currently includes representatives from the following law firms: Ashurst, Clifford Chance, Gall, Goldman Sachs, Harneys, Herbert Smith Freehills, Hogan Lovells, King & Wood Mallesons, Latham and Watkins, Oldham Li & Nie, Paul Hastings and Paul, Weiss. “Whilst a number of successful female networks have recently been established in Hong Kong, there has been a gap for a united network which is open to women in all sectors of law in Hong Kong,” said Nina Fitzgerald, chairperson of WILHK and a registered foreign lawyer with Herbert Smith Freehills. “WILHK is one of the first female networks established to integrate not just women in

particular legal sectors but to operate as an umbrella network for all women engaged in the Hong Kong legal profession - including both in-house and private practice lawyers. However, participation in WILHK is not limited to females and we encourage males in the legal profession to participate in the network as well as we recognise that male participation is essential to effecting change.” According to WILHK, the organisation’s mission is to provide a networking platform for women in the legal profession; encourage collaboration, integration and education amongst law firms and in-house counsel in Hong Kong; foster the development and retention of women in the legal profession;

bring to the forefront of the industry issues affecting women working in the legal profession in Hong Kong. Through mentorship programs, events, training and the promotion of best practices, we aim to achieve our mission and provide leadership opportunities, collaboration, education, exchange of ideas, friendship and mutual support amongst members,” said Crystal Antica, vice-chairperson of WILHK and a senior associate with Hogan Lovells, in the statement. “Our ultimate endeavour is to empower our members and facilitate the development and retention of women at the most senior levels of the profession.” For more information, visit www.wilhk.com.


HONG KONG COMPETITION ORDINANCE FORUM

DATE: 7 JULY 2015 LOCATION: HONG KONG

PROMOTING A COMPETITIVE AND FAIR HONG KONG Hong Kong’s new competition regulation calls for companies to take careful consideration of their turnover figures and see how it will affect them. Asian Legal Business, commited to upholding timely and professional discourse of pressing regulatory updates, is holding the ALB Hong Kong Competition Ordinance Forum on 7 July 2015. This event will highlight the three important compliance requirements and what counsel and compliance experts should know about the investigation, enforcement, and adjudication processes, ensuring full security for businesses in Hong Kong . With participation from several compliance experts, legal practitioners, and members of the academe and the government, the upcoming ALB Competition Ordinance Forum is set to provide a great platform for discourse on the challenges and opportunities of the Hong Kong Competition Ordinance.

WHY YOU SHOULD ATTEND • Be on the know on how the competition will affect the competitive market of Hong Kong • Learn strategies on drafting a sound compliance programme with the latest competition regime • Network with Hong Kong’s top compliance experts and firms • Understand key concepts of the three rules of the competition • Establish your companies’ credibility in complying to the requirements of the competition ordinance KEY TOPIC HIGHLIGHTS • Investigative powers and penalties • Implications for the transport and commodities industries • Business Issues for in-house counsel • Issues of competition law in Asia • Comparative analysis of competition regime in other regions and jurisdictions • Strategies and procedures in submitting required economic evidence • Current cases analyses of breaches in competition around the globe

EXPERT SPEAKERS INCLUDE:

KELVIN KWOK Assistant Professor of Law and Deputy Director University of Hong Kong

LAWRENCE TAN Head of Risk & Compliance, Asia Lend Lease

HUA CHEN, Head, Deputy General Manager, Legal and Compliance, China Development Bank Hong Kong

SzE KUAN SIM Vice President - Legal Affairs, Bracell Limited

OTHER SPEAKERS INCLUDE: VALIANT LEE, Head of Compliance, Fubon Bank

SURENDRA SINGH CHANDRAWAT Legal Counsel, General Corporate

CHEW MAR, Head of Legal, Standard Bank Group

WINNIE LEUNG Director, Compliance & Finance, Pure Search

To book please visit www.regonline.com/HKCA2015 Book 5 delegates and save an additional 20%. For further information on delegate places, please contact Sheila at sheila.lum@thomsonreuters.com or call (65) 6870 3252 For sponsorship or speaking enquiries, please contact Amantha at amantha.chia@thomsonreuters.com or call (65) 6870 3917 www.legalbusinessonline.com/conferences/Competition-Ordinance-2015 ONLINE LEGAL RECRUITMENT SPONSOR

ALB SUPPORTS

PRESENTED BY


THE AGE OF INNOVATION: ADDRESSING THE PERILS & PROMISES OF ARBITRATION Marina Bay Sands / 3RD & 4TH September

In celebrating its centenary year the Chartered Institute of Arbitrators (CIArb) will hold a series of conferences around the world – with the Singapore branch hosting the final celebratory event: “The Age of Innovation: Addressing the Perils and Promises of Arbitration”. The keynote address will be given by The Honourable the Chief Justice Sundaresh Menon, Chief Justice of Singapore, and the current patron of CIArb. Our distinguished speakers will discuss the following topics • The rise of international arbitration in Asia: A study on successfully blending civil law and common law practices • To what extent would arbitration users be better served if International Arbitration was more predictable rather than more flexible? • Averting the “Clone Wars”: Are arbitral institutions doing enough to innovate and differentiate themselves from the competition? • In what ways can international arbitration be improved? – An in-house counsel perspective • To what degree will new and innovative techniques and measures enhance the attractiveness of international arbitration? • The new CIArb guidelines; what you need to know

KEYNOTE SPEAKER

The Honourable the Chief Justice Sundaresh Menon, Chief Justice of Singapore Hear from a distinguished line up of over 40 speakers (including Judges, top arbitration practitioners and arbitrators, and in-house counsel from global MNCs) from across the world including Singapore, Malaysia, Thailand, Korea, Hong Kong, US, UK, France, Qatar and Egypt. For the full list of speakers and programme, go to www.ciarb100.com.sg • Effectively Managing an Investment Treaty Arbitration – an Asian Perspective This conference is must-attend for every arbitration practitioner and legal counsel involved in international arbitration.

BOOK NOW TO JOIN THE CHARTERED INSTITUTE OF ARBITRATORS CENTENARY CELEBRATION EVENT! CIArb members, in-house counsel and Event partners can save over SG$300 on their registration pass* – early bird registration open until July 1st. To book, please visit www.ciarb100.com.sg and follow the booking link, or email contact@ciarb100.com.sg for more information * all event passes include full conference attendance, drinks reception after day 1 of the conference and gala closing dinner on day 2 PLATINUM SPONSOR

GALA DINNER

GOLD SPONSORS

SILVER SPONSORS

Hill International BRONZE SPONSORS

BAG SPONSOR

LANYARD SPONSOR

BINDER SPONSOR

BREAKFAST TALK

Selected sponsorship opportunities are still available – please email sponsorship@ciarb100.com.sg for more information SUPPORTING ORGANISATIONS

CIL

Centre for International Law National University of Singapore

INTER-PACIFIC BAR ASSOCIATION

Asian Legal Business June 2015  

The June 2015 issue of Asian Legal Business magazine (ALB), Asia's leading publication catering to the legal industry, features: Our cover s...