China Legal Business 7.1

ISSUE 7.1

ALB Special Report: Beijing 2010 Rise of the boutiques

北京2010：专业律所优势日益凸显

Capital markets: IPO boom gathers pace

资本市场：上市浪潮仍将继续

New charge-out rates: What firms will charge in 2010

法律服务费率：新年走势分析

CHINA

2010

10 firms earmarked for big things in 2010

2010年最值得关注的10家律师事务所 Profiled: Hong Kong In-house Lawyer of the Year 专访2009年香港年度最佳公司法律顾问

Jaclyn Jhin, Morgan Stanley

n DEALS ROUNDUP n UK, US REPORTS n LATERAL MOVES n APPOINTMENTS n LATEST CAPITAL MARKETS DATA

www.legalbusinessonline.com

16 April 2010, The Westin Bund Centre Shanghai

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EDITORIAL >>

The new decade: food for thought

W

hen in around 500BC Heraclitus made his famous utterance that ‘nothing endures but change’, he was probably wandering through some sylvan glade in Ephesus. Given the constantly morphing landscape of our legal sector, though, he could well have drawn a similarly profound conclusion if transplanted to the streets of modern Beijing or Shanghai.

Change for change’s sake causes nothing but disorientation. But within the changes undergone and undertaken by China’s legal profession over the past 10 years, there is much to be proud of.

Many firms have flourished and achieved a sophistication and consistency of advice impressive enough to make their marks on the international market. Long-time market leaders King & Wood and Jun He; corporate heavyweights Zhong Lun and Fangda; capital markets powerhouses Haiwen, Commerce & Finance and Jingtian & Gongcheng; banking & finance front-runner Global; and IP pioneers Liu, Shen & Associates and CCPIT Patent & Trademark Law Office – all these firms have been truly impressive for years now.

And as the decade turns, a new array of market imperatives presents itself. Plentiful deals driven by domestic companies are opening up exciting new opportunities for a group of ambitious and often accomplished upcoming firms. Dacheng, DeHeng, Grandall, Guantao, Longan and Zhongyin have all expanded their national networks with mesmerising speed. Meanwhile, mid-tier and boutique firms are snapping at the heels of larger firms with a powerful mix of competitive rates, cultural savvy, local guangxi, and legal expertise and experience that is growing by the day.

True to Heraclitean principles, plenty more change is ahead of us.

More firms will earn their place in an expanded top-tier. Meanwhile, an elite of top-notch firms will go global and start to play lead roles on global transactions. Wise firms will invest more into their management frameworks, marketing, and the wellbeing of their lawyers. And muchneeded unified representation and regulation of in-house counsel will surely be forthcoming.

The few preceding thoughts of course only scratch the surface – change will continue to be deep-seated and all-pervading when it comes to our still nascent industry. But while we ponder and relish all the other things that may come to pass in the next 10 years, let us at least bear in mind another of the lonely Greek’s doctrines: “Laws need to be defended as though they were city walls”.

Plentiful deals driven by domestic companies are opening up exciting new opportunities for a group of ambitious and often accomplished upcoming firms www.legalbusinessonline.com

IN THE FIRST PERSON “As the capital markets start to pick up again in Hong Kong, we are seeing Chinese as well as other Asian companies ... considering Hong Kong IPOs with US components” Edwin Luk, partner, Orrick (p8)

“If Hong Kong, Taiwanese and Macau lawyers continue to do their own businesses behind closed doors, they will be marginalised, disconnected from the market and finally eliminated from competition” Ng Ching-Wo, partner, King & Wood (pg 11)

“The country’s unwavering commitment to tackle global warming and cut its emissions has triggered hundreds of billions of dollars being invested into the renewable and cleanenergy sector” Yue Wenhui, partner, Jin Neng (p37)

CHINA

1

CONTENTS >>

contents 38

30 COVER STORY

2010

ANALYSIS 10 Creating synergy in Greater China Greater cooperation between lawyers in the four jurisdictions of Greater China is urgently needed.

ALB assesses the progress made so far 12 Hogan-Lovells merger: Asia a key factor Creating a global firm with a substantial presence and capability in the US and Europe is obviously the rationale for the Hogan-Lovells merger, but the growing importance of the Asia market, particularly China, is also key 14 New charge-out rates in 2010 A recent survey by legal management consultants Altman Weil found that US law firms are projecting overall increase in rates for 2010,

ALB China Watchlist 2010 As the industry enters the New Year with a renewed sense of optimism, ALB China singles out ten firms that are set to have a bigger 2010 than most

despite being hard hit by the GFC. So what will happen to charge-out rates in Asia?

markets Asia at Morgan Stanley, is testament to the fact that mothers can be high legal achievers 44 ALB Special Report: Beijing 2010 Over the past 12 months, significant change has taken place in the legal market as domestic firms aggressively expand their practices in China.

How will this affect workloads?

FEATURES 28 New Year messages As the auspicious Year of the Tiger begins, preeminent legal professionals in the region share their wishes for the new year

REGULARS

38 Capital markets: China’s IPO boom 2009 saw an IPO boom led by Chinese companies seeking listings, both in mainland China and Hong Kong. Law firms see plenty more to come in 2010

4 16 • •

42 In House perspective: Morgan Stanley Jaclyn Jhin, COO and CRO of global capital

•

DEALS NEWS Zhong Lun opens Hong Kong office Nishimura to open in Beijing; finds China practice ally Gaopeng launches in Nanjing via merger

Country editors

Practice area editors

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

The Regulatory Updates section of ALB China is sponsored by the following firms:

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Guantao Law Firm is a leading PRC firm with core businesses in capital markets, M&A, real estate, restructuring & insolvency, and energy & resources. With a team of nearly 150 lawyers nationwide, Guantao provides advice of high quality to clients home and abroad. Headquartered in Beijing, it has offices in Shanghai, Shenzhen, Xi’an, Dalian, Chengdu, Ji’nan, Xiamen, Tianjin and Hong Kong.

Singapore

International tax

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

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Qualified UK, US, Hong Kong and PRC tax advisors. Tax filings for UK, US and Hong Kong Tax Returns.

ISSUE 7.1

ALB China issue 7.1

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44

editor

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Asia editor

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Production editors

• • • • •

Latham & Watkins opens Beijing office Reed Smith expands Beijing capital markets Salt named Linklaters new Asia managing partner OMM lawyers launch new firm and merge with Shearman Hong Kong Loughey appointed GC for RBS Asia

15 Opinion Dan Harris, Harris & Moure 17 UK report 19 US report 50 Mergermarket M&A update 51 Thomson Reuters ECM update

Daniela Aroche Jennifer Cross

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NEWS | deals >>

| equity market |

deals in brief

►► China High Precision Automation Group IPO 中国高精密自动化集团香港 上市 Value: US$193m

Firm: Dacheng Law Offices Client: Issuer

Firm: TransAsia Lead lawyer: Jesse Chang Client: Indophil

Firm: Jun He Client: Underwriters

Firm: Freehills Client: Indophil

Firm: Conyers Dill & Pearman Client: Underwriters

Firm: Baker & McKenzie Client: Indophil

| debt market | ►► Ministry of Finance threetranche RMB offering 国财政部首次发行人民币债券

►► China Pacific Insurance (Group) IPO and global offering 中国太保完成香港上市 Value: US$3.1bn

Firm: King & Wood Lead lawyers: Yang Xiaolei, Huang Xiaoli Client: Issuer Firm: Yang Xiaolei Freshfields King & Wood Lead lawyers: Kay Ian Ng, Calvin Lai Client: Issuer

Firm: Slaughter and May Lead lawyer: Benita Yu Client: Underwriters Firm: Commerce & Finance Client: Underwriters Firm: Sullivan & Cromwell Client: Underwriters • King & Wood also acted as counsel to issuer in the H-share IPO of PICC Property and Casualty, the H-and-A-share IPO of China Life Insurance, and counsel to underwriters in Ping An Insurance’s H-share IPO

“It has been an eight-year process for our client to finally complete its plan to launch A-share and H-share IPOs and list in both Shanghai and Hong Kong” Yang Xiaolei, King & Wood 4

►► China Zijin – Indophil acquisition 紫金收购澳大利亚Indophil

Firm: King & Wood Client: Underwriters

• IPO marks first time in 2009 that legal giants King & Wood and Jun He have worked together on a deal

HEADLINE DEAL

| M&A |

Value: US$500m

Firm: Fred Kan & Co Client: Issuer

| equity market |

• Transaction marks the very first RMB bonds offering overseas by the PRC central government

Value: US$878m

Firm: Charltons Lead Lawyer: Julia Charlton Client: China Zijin

Julia Charlton Charltons

Firm: Minter Ellison Client: China Zijin Firm: Yorac Arroyo Chua Caedo & Coronel Client: China Zijin

Firm: Haiwen Client: Bookrunners

• Zijin’s bid said to be a means to gain access to the US$52bn Tampakan copper-gold mine

Firm: Linklaters Client: Bookrunners Firm: Sidley Austin Lead lawyers: Timothy Li, Gloria Lam, Henry Ding Client: Issuer • Sidley Austin’s third RMB bond deal this year • Sidley has represented five of the seven issuers, also advising bond offerings by The Bank of East Asia (China) and China Development Bank Corporation earlier this year • Sidley Austin has been PRC government’s legal adviser on all of its international debt offerings since 1994

Firm: Fujian Zenith Client: China Zijin

• Both companies have entered into a pre-bid acceptance agreement in the absence of a superior proposal • Despite non-exclusivity, it seems clear that this transaction resulted from the strategic alliance formed between TransAsia and Freehills made earlier this year • Alliance with Freehills is third for TransAsia – the Chinese firm has similar arrangement with Canadian firm Torys and Japanese firm TA Lawyers GKJ • Low-profile Fujian Zenith is staffed with 33 professionals focusing on capital markets, PE, IP, real estate, and international trade

Timothy Li Sidley Austin

ISSUE 7.1

NEWS | deals >>

| equity market | ►► China Forestry Holdings IPO 中国森林香港首次上市

►► YOUR MONTH AT A GLANCE Firm

Jurisdiction

Deal name

Baker & McKenzie

China/ Australia China/ Hong Kong China/US

Beijing Ruidu Charltons Chen & Co Choate Hall & Stewart Clifford Chance Commerce & Finance

China/ US China/ Australia China/Korea China/US China/ Hong Kong China/ Hong Kong China/ Hong Kong China/ Hong Kong

China Zijin – Indophil acquisition Shengli Oil & Gas Pipe Holdings IPO Shanghai Jin Jiang International Hotels – Interstate Hotels & Resorts acquisition Wonder Auto Technology follow-on public offering China Zijin – Indophil acquisition Lotte Shopping Holdings – Times Ltd acquisition GLG Life Tech Corporation IPO China Longyuan Power IPO China Pacific Insurance (Group) IPO and global offering China Forestry Holdings IPO China Minmetals Corporation – Hunan Nonferrous Metals acquisition

Concord & Partners Conyers Dill & Pearman

China/ Hong Kong China/ Hong Kong China/ Hong Kong China/ Hong Kong China/ Hong Kong

Value: US$203m

Firm: Commerce & Finance Client: Issuer Firm: Orrick Lead lawyers: Edwin Luk, Mark Lee Client: Issuer Firm: Conyers Dill & Pearman Client: Issuer

Edwin Luk Orrick

Firm: Jia Yuan Client: Underwriters Firm: Richards Butler Client: Underwriters Firm: Reed Smith Client: Underwriters • Orrick recently expanded its China capital markets team with an additional partner and team of associates • IPO has been put on hold since last October due to market volatility • Commerce & Finance is China Forestry’s long-term legal advisor

Dacheng Law Offices Davis Polk

Denton Wilde Sapte Dewey + LeBoeuf DLA Piper

Farris, Vaughan, Wills & Murphy Fasken Martineau Fred Kan & Co Freehills Freshfields

| M&A | ►► SINOPEC – Saudi Basic Industries Corporation JV 中国石化与沙特基础工业合资 Value: US$2.7bn

Firm: Global Law Office Lead lawyer: Liu Jinrong Client: Sinopec Firm: White & Case Lead lawyer: Steve Payne Client: SABIC Firm: King & Wood Client: Borrowers Firm: Jun He Client: Lenders • Global has had a long-term relationship with Sinopec and has a special team dedicated to advising the company www.legalbusinessonline.com

Fried Frank Fujian Zenith Global Guantao Grandall Legal Group Haiwen

Han Kun

Herbert Smith Hogan & Hartson Holland & Hart Huen Wong & Co Jia Yuan Jingtian & Gongcheng

Value (US$m)

Deal type

500 204 307

M&A Equity market M&A

74 500 628 32 2,260 3,100 203 819

Equity market M&A M&A Equity market Equity market Equity market Equity market M&A

Esprit Holdings – China Resources buyback China High Precision Automation Group IPO China Forestry Holdings IPO Kaisa Group Holdings IPO Kaisa Group Holdings IPO

500 193 203 440 440

Equity Equity market Equity market Equity market Equity market

China China/ Hong Kong China/ Hong Kong China China China/ Hong Kong

LDK Solar Co equity offering Shengli Oil & Gas Pipe Holdings IPO China High Precision Automation Group IPO Hurray! – Ku6 merger LDK Solar Co equity offering First Pacific rights offering

116 204 193 undisc 116 282

Debt market Equity market Equity market M&A Debt market Debt market

China/ Uzbekistan China/ Uzbekistan China China

Concert Party – OXUS Gold investment Concert Party – OXUS Gold investment Hurray! –Ku6 merger AsiaInfo – Linkage merger

185 185 undisc 733

Equity Equity M&A M&A

China/US China/US

GLG Life Tech Corporation IPO GLG Life Tech Corporation IPO

China/US China/ Hong Kong China/ Australia China/ Hong Kong China/ Hong Kong China/ Europe China/ Hong Kong China/ Hong Kong China China/ Hong Kong China/ Australia China/ Middle East China China China China/ Hong Kong China/ Hong Kong China/ Hong Kong China China China/US China/ Hong Kong China/US China/ US China/ Hong Kong China/ Hong Kong China/ Hong Kong China/ Hong Kong China/ Uzbekistan

32 32

Equity market Equity market

GLG Life Tech Corporation IPO China High Precision Automation Group IPO China Zijin – Indophil acquisition China Pacific Insurance (Group) IPO and global offering China Longyuan Power IPO Banco Bilbao Vizcaya Argentaria (BBVA) – China CITIC Bank stake acquisition

32 193 500 3,100 2,260 1,600

Equity market Equity market M&A Equity market Equity market M&A

China Minmetals Corporation – Hunan Nonferrous Metals acquisition Esprit Holdings – China Resources buyback GCL Poly – Konca Solar acquisition Kaisa Group Holdings IPO China Zijin – Indophil acquisition SINOPEC – Saudi Basic Industries Corporation JV AsiaInfo – Linkage merger Bank of Dalian bonds issuance LDK Solar Co equity offering China Minmetals Corporation – Hunan Nonferrous Metals acquisition Ministry of Finance three-tranche RMB offering Kaisa Group Holdings IPO Hurray! – Ku6 merger AsiaInfo – Linkage merger GLG Life Tech Corporation IPO First Pacific rights offering Shanghai Jin Jiang International Hotels – Interstate Hotels & Resorts acquisition Wonder Auto Technology follow-on public offering Kaisa Group Holdings IPO China Forestry Holdings IPO China Longyuan Power IPO China Longyuan Power IPO Concert Party – OXUS Gold investment

819

M&A

500 125 440 500 2,700 733 248 116 819

Equity M&A Equity market M&A M&A Debt market Debt market M&A

878 440 undisc 733 32 282 307

Debt market Equity market M&A M&A Equity market Debt market M&A

74 440 203 2,260 2,260 185

Equity market Equity market Equity market Equity market Equity market Equity

5

NEWS | deals >>

• Sinopec most regularly uses Herbert Smith, Vinson & Elkins and Andrews Kurth

Firm: Sidley Austin Client: Issuer

• White & Case has been advising SABIC since August 2007 when the corporation signed a letter of intent with Sinopec

Firm: Conyers Dill & Pearman Client: Issuer

“This joint venture project is a strong indication of the trend to increase foreign investment activity between Saudi Arabia and China” Steve Payne, White & Case

| M&A |

Firm: Fried, Frank Lead lawyers: Joseph Lee, Richard Steinwurtzel Client: Underwriters Firm: Haiwen & Partners Client: Underwriters Firm: Huen Wong & Co Client: Underwriters

Joseph Lee Fried Frank

| M&A | ►► AsiaInfo – Linkage merger 亚信集团与联创科技合并成 立亚信联创控股有限公司

• King & Wood recently advising on the US$2.7bn Sinopec/SABIC joint venture

Firm: Global Law Office Lead lawyer: Liu Jinrong Client: Linkage Firm: Latham & Watkins Client: Linkage

• Kaisa Group has introduced four cornerstone investors in its IPO, who subscribed for US$60m worth of shares from the developer

| equity market | ►► China Longyuan Power IPO 龙源电力香港上市

Firm: DLA Piper Lead lawyers: Matt Adler, Steve Liu Client: AsiaInfo

Firm: Jia Yuan Client: Issuer

Value: US$2.26bn

• Linklaters advised BBVA on its initial strategic alliance in 2007, in which Jun He was counsel to BBVA and King & Wood was counsel to CITIC Bank • The two businesses have had a strategic alliance for the last two years

• Chen & Co also worked on behalf of both parties to identify and define relevant market, prepare and submit the anti-monopoly review application • First case involving a concentration between PRC retail operators reported to MOFCOM under the AML

Lin Zhong Chen & Co

Janet Hui Jun He

| debt market | ►►Lotte ShoppingHoldings – Times Ltd acquisition Lotte收购代零售集团股权 Value: US$628.4m

Firm: Chen & Co Lead lawyer: Lin Zhong Client: Times Ltd

►► Bank of Dalian bonds issuance 大连银行发行债卷 Value: US$248m

Firm: Guantao Lead lawyer: Liu Yandi Client: Issuer • Issuer is a city commercial bank

Firm: Jingtian & Gongcheng Client: Underwriter

• Global is working on both the merger and Linkage’s listing

| equity market |

• IPO is the world’s third largest offering by a renewable energy company

Value: US$440m

Firm: Richards Butler in association with Reed Smith Client: CITIC Bank

Firm: Shin & Kim Lead lawyer: Do Hyun Kim Client: Lotte

Firm: Clifford Chance Client: Issuer

Firm: Freshfields Lead lawyers: Antony Dapiran and Calvin Lye Client: Underwriter

►► Kaisa Group Holdings IPO 深圳佳兆业香港上市

Firm: Linklaters Lead lawyer: Miles Curley Client: BBVA

| M&A |

Firm: Han Kun Lead lawyer: Charles Li Client: AsiaInfo

• Since advising Matt Adler on intention to DLA Piper list on NASDAQ in 2006, Global has established strong relationship with Linkage’s director Sun Libin

Value: US$1.6bn

Firm: Freshfields Lead lawyer: Chris Wong Client: CITIC Bank

• The global offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement

Value: US$733m

►► Banco Bilbao Vizcaya Argentaria (BBVA) – China CITIC Bank stake acquisition BBVA增持中信银行股权

Firm: Jun He Lead lawyer: Janet Hui Client: Lotte

• Jia Yuan and Jingtian & Gongcheng recently advised on the China South Locomotive and Tontine Wines’ IPO, respectively

Firm: King & Wood Client: Issuer

6

ISSUE 7.1

NEWS | deals >>

whose establishment was based on several urban credit cooperatives’ net assets that were reduced to the issuer’s shares

| equity market |

►► YOUR MONTH AT A GLANCE (Cont) Firm

Jun He

King & Wood

►► LDK Solar Co equity offering 江西赛维LDK太阳能高科技 发行股份 Value: US$116m

Firm: Grandall Legal Group Client: Issuer Firm: Conyers Dill & Pearman Client: Issuer

Latham & Watkins Linklaters

Jurisdiction

Deal name

Value (US$m)

China/ Hong Kong

China High Precision Automation Group IPO

China/ Middle East

SINOPEC – Saudi Basic Industries Corporation JV

China/Korea

Lotte Shopping Holdings – Times Ltd acquisition

China/ Hong Kong

China Pacific Insurance (Group) IPO and global offering

China/ Hong Kong

China High Precision Automation Group IPO

440

LDK Solar Co equity offering

116

China

Taishan Nuclear Power Plant project finance

China/US

Shanghai Jin Jiang International Hotels – Interstate Hotels & Resorts acquisition

China

AsiaInfo – Linkage merger

733

M&A

China/ Hong Kong

China Life Insurance – Sino-Ocean Land acquisition

750

M&A

China/ Hong Kong

Ministry of Finance three-tranche RMB offering

China/ Europe

Banco Bilbao Vizcaya Argentaria (BBVA) – China CITIC Bank stake acquisition China Zijin – Indophil acquisition Hurray! – Ku6 merger

Norton Rose

Schramm IPO

Firm: King & Wood Client: Underwriters

China/ Hong Kong/ Europe

O’Melveny & Myers

China/ US

Wonder Auto Technology follow-on public offering

Orrick

China/ Hong Kong

China Forestry Holdings IPO

| equity market | ►► First Pacific rights offering 第一太平权证发行 Value: US$282m

Firm: Davis Polk Lead lawyers: William Barron, Eugene Gregor, James Lin Client: Issuer Firm: Richards Butler Client: Issuer

Equity market

China

China/ Australia

• Conyers worked with King & Wood advising Kaisa on its US$440m IPO on HKSE in 2009

Equity market

193

SINOPEC – Saudi Basic Industries Corporation JV

China

James Lin Davis Polk

M&A

Kaisa Group Holdings IPO

Minter Ellison

• King & Wood and Grandall were instructed on China Minsheng Bank’s US$3.9bn IPO on HKSE and Shanghai Stock Exchange in 2009

628 3,100

China/ Middle East

Morrison & Foerster

Firm: Ziegler, Ziegler & Associates Client: JPMorgan

Equity market

2,700

China/ Hong Kong

Firm: Sidley Austin Client: Issuer

Firm: Davis Polk & Wardwell Lead lawyer: James Lin, John Paton Client: Underwriters

193

Deal type

2,700

7,290 307

878

Equity market Debt market Project finance M&A

Debt market

1,600

M&A

500

M&A

undisc 23

M&A Equity market

74

Equity market

203

Equity market

China

One Equity Partners – China Medicine Corporation financing

70

Debt market

China/ Hong Kong

Shengli Oil & Gas Pipe Holdings IPO

204

Equity market

Paul Hastings

China/ Hong Kong

China Life Insurance – Sino-Ocean Land acquisition

750

M&A

Paul Weiss

China/US

Shanghai Jin Jiang International Hotels – Interstate Hotels & Resorts acquisition

307

M&A

Pillsbury Winthrop

China/ US

Wonder Auto Technology follow-on public offering

Pinsent Masons

China/ Uzbekistan

Concert Party – OXUS Gold investment

185

Equity

Reed Smith

China/ Hong Kong

China Forestry Holdings IPO

203

Equity market

Richards Butler

China/ Hong Kong

China Forestry Holdings IPO

203

Equity market

China/ Europe

Banco Bilbao Vizcaya Argentaria (BBVA) – China CITIC Bank stake acquisition

74

1,600

Equity market

M&A

China/ Hong Kong

First Pacific rights offering

282

Debt market

China/ Hong Kong

Esprit Holdings – China Resources buyback

500

Equity

Run Ming

China

AVIC – General Electric JV

Shandong Jinruntong

China/US

GLG Life Tech Corporation IPO

undisc

Shin & Kim

China/Korea

Lotte Shopping Holdings – Times Ltd acquisition

628

Sidley Austin

China/ Hong Kong

Ministry of Finance three-tranche RMB offering

878

Debt market

China/ Hong Kong

Kaisa Group Holdings IPO

440

Equity market

116

Debt market

32

Equity market M&A

China

LDK Solar Co equity offering

Slaughter and May

China/ Hong Kong

China Pacific Insurance (Group) IPO and global offering

3,100

Equity market

Sullivan & Cromwell

China/ Hong Kong

China Pacific Insurance (Group) IPO and global offering

3,100

Equity market

Tian Yuan

China/ US

Wonder Auto Technology follow-on public offering

74

Equity market

China/ Hong Kong

Shengli Oil & Gas Pipe Holdings IPO

204

Equity market

TransAsia

China/ Australia

China Zijin – Indophil acquisition

500

M&A

Weil Gotshal

China

AVIC – General Electric JV

undisc

M&A

White & Case

China/ Middle East

SINOPEC – Saudi Basic Industries Corporation JV

2,700

M&A

China

Taishan Nuclear Power Plant project finance

7,290

WongPartnership

China/ Hong Kong

Shengli Oil & Gas Pipe Holdings IPO

204

Equity market

Yorac Arroyo Chua Caedo & Coronel

China/ Australia

China Zijin – Indophil acquisition

500

M&A

Project finance

Zhong Lun

China/ Hong Kong

Shengli Oil & Gas Pipe Holdings IPO

204

Equity market

Ziegler, Ziegler & Associates

China

LDK Solar Co equity offering

116

Debt market

Does your firm’s deal information appear in this table?

Please contact

alb@keymedia.com.au

61 2 8437 4700

Firm: Herbert Smith Client: Underwriters www.legalbusinessonline.com

7

NEWS | deals >>

• Davis Polk recently worked with Shanda to provide advice regarding the acquisition of Hurray! and Ku6

| project financE | ►► Taishan Nuclear Power Plant project finance 泰山核电融资项目 Value: US$7.29bn

Firm: King & Wood Clients: China Development Bank, Bank of China Firm: White & Case Lead lawyer: Li Xiaoming Client: China Development Bank, Bank of China

►► Shengli Oil & Gas Pipe Holdings IPO 胜利油气管道控股首次香港 上市 Firm: Orrick Lead lawyers: Edwin Luk, Mark Lee Client: Issuer Firm: WongPartnership LLP Client: Issuer Firm: Tian Yuan Client: Issuer Firm: Conyers Dill & Pearman Client: Issuer

Firm: Zhong Lun Law Firm Client: Underwriter

Li Xiaoming White & Case

| M&A | ►► China Life Insurance – SinoOcean Land acquisition 中国人寿保险收购远洋地 产股份 Value: US$750m

Firm: Paul Hastings Lead lawyer: Raymond Li Client: Sino-Ocean Land

• Zhong Lun also obtained landmark clearance for the Panasonic-Sanyo merger in 2009

| M&A |

Value: US$204m

Firm: Baker & McKenzie Client: Underwriter

• Nuclear plant represents China’s first third-generation nuclear power plant • White & Case represented the banks in two phases as coborrowers and co-arrangers

| equity market |

• Zhong Lun recently advised Pera Global Holdings on the largest single PE investment, worth US$42m, in the history of China’s software sector

►►China Minmetals Corporation – Hunan Nonferrous Metals acquisition 中国五矿集团收购湖南有色 金属控股股权 Value: US$819m

Firm: Freshfields Lead lawyers: Chris Wong, Kay-Ian Ng Client: China Minmetals Firm: Grandall Legal Group Client: China Minmetals Firm: Commerce & Finance Client: CICC • First major consolidation of China's nonferrous metals industry • CICC acted as financial advisor to China Minmetals

| M&A | ►► Esprit Holdings – China Resources buyback 思捷环球控股购回华润集 团股份 Value: US$500m

Firm: Freshfields Lead lawyers: Teresa Ko, Grace Huang, Melissa Thomas, Connie Carnabucci Client: China Minmetals

Teresa Ko Freshfields

Firm: Richards Butler Client: China Resources Firm: Concord Client: China Resources • Concord & partners worked together with Freshfields to advise China Resources Cement Holdings in its US$800m HKSE IPO last year

“There are a number of complexities both in relation to the necessary approvals for the investment by the Chinese government and related finance authorities, as well as approval within Uzbekistan of a foreign investment agreement” Sean Page, Pinsent Masons

Firm: Latham & Watkins Lead lawyers: Cathy Yeung, Michael Liu and Stanley Chow Client: China Life • Paul Hastings acts as regular external counsel to advise on legal and regulatory matters for Sino-Ocean. Has previously advised company on its US$700m loan provided by 19 banks last September

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NEWS | deals >>

| M&A | ►► Concert Party – OXUS Gold investment 乌兹别可斯坦 OXUS投资 Value: US$185m

| equity market |

Firm: Jingtian & Gongcheng Client: Concert Party Firm: Pinsent Masons Lead lawyers: Sean Page, Jon Harris Client: Concert Party Firm: Dewey + LeBoeuf Client: Concert Party Firm: Denton Wilde Sapte Client: Oxus Gold • Pinsent Masons is CITIC Construction’s long-term legal advisor

| M&A | ►► Shanghai Jin Jiang International Hotels – Interstate Hotels & Resorts acquisition 上海锦江酒店收购美国州际 酒店集团 Value: US$307m

Firm: King & Wood Client: Shanghai Jin Jiang Firm: Baker & McKenzie Lead lawyers: Elsa Chan, Howard Wu, Anthony Jacobsen Client: Shanghai Jin Jiang Firm: Hogan & Hartson Client: Thayer Firm: Paul Weiss Client: Interstate Hotels & Resorts • Baker & McKenzie helped Shanghai Jin Jiang list in Hong Kong in 2006 • Hogan & Hartson is Thayer’s longterm legal advisor

through the merger of Meristar Hotels & Resorts and Interstate Corporation

Elsa Chan Baker & McKenzie

• Paul Weiss is a long-term legal advisor for Interstate Hotels & Resorts and has represented the company since it was formed www.legalbusinessonline.com

►► Wonder Auto Technology follow-on public offering 万得汽车纳斯达克上市 Value: US$74.2m

Firm: Tian Yuan Client: Underwriters Firm: Beijing Ruidu Client: Issuer Firm: Pillsbury Winthrop Client: Issuer Firm: Holland & Hart Client: Issuer Firm: O'Melveny & Myers Lead lawyer: David Roberts Client: Underwriters • Tenth Chinese IPO on NASDAQ in 2009 • Tian Yuan also advised on secondlargest IPO (worth US$5.3bn) in 2009 by Metallurgical Corporation of China on the HKSE and the Shanghai Stock Exchange

“The license is governed by very strict regulatory guidelines, making it very difficult for media companies to attain the rights.

While media companies were mostly raising funds in the past, these companies have now resorted to acquiring businesses which already have existing licenses issued by SARFT” Charles Li, Han Kun

| M&A | ►► GCL Poly – Konca Solar acquisition 保利协鑫能源收购高佳太阳能 Value: US$125m

►► GLG Life Tech Corporation IPO GLG 集团在纳斯达克成功 上市 Value: US$32m

Firm: Grandall Legal Group Client: GCL Poly

Firm: Shandong Jinruntong Client: GLG

Firm: Jingtian & Gongcheng Client: Konca Solar Firm: Freshfields Lead lawyers: Teresa Ko, Jack Wang and Michael Han Client: GCL Poly

| equity market |

Michael Han Freshfields

• Grandall and Freshfields advised GCL Jack Wang Freshfields Poly on its US$3.4bn acquisition of Jiangsu Zhongneng • Freshfields also advised GCL Poly in its US$709m stake sale to CIC last year

| M&A | ►► Hurray! –Ku6 merger 华友控股集团与酷6网合并 Value: undisc

Firm: Han Kun Lead lawyer: Charles Li Client: Ku6 Firm: DLA Piper Client: Ku6 Firm: Davis Polk Client: Hurray!

Firm: Morrison & Foerster Client: Hurray!

• Shanda’s first acquisition in the online video market • Ku6 engaged legal advice from long-term legal advisor, Han Kun, which also advised the company on its first and second round of venture funding in 2007 and 2008

Firm: DLA Piper Lead lawyers: Rocky Lee, Matt Adler, Mike Hutchings Client: GLG Firm: Fasken Martineau Client: GLG Firm: Han Kun Client: Underwriters Firm: Choate Hall & Stewart Client: Underwriters Firm: Farris, Vaughan, Wills & Murphy Client: Underwriters • Han Kun helped to review the SEC filings and also made sure that the descriptions of PRC law and the company’s operations in China were precisely described in the filings with the SEC

“As the capital markets start to pick up again in Hong Kong, we are seeing Chinese as well as other Asian companies across a broad range of industries, including the energy and natural resources sector, considering Hong Kong IPOs with US components” Edwin Luk, Orrick

• Davis Polk has also worked with Shanda recently and was engaged to provide advice on the acquisition of Hurray!

9

NEWS | analysis >>

Analysis >>

“Hong Kong is a very good platform for cooperation between Mainland law firms and Hong Kong law firms. This platform can also serve as a springboard for globalisation. The scarcity of talent is the most difficult problem, followed by the issue of cost” Yan Pengpeng, partner of Guantao, Hong Kong/Beijing

“Culture and management are the greatest challenges facing Hong Kong lawyers in developing cross-border business. In the course of cooperation, cultural differences can result in higher costs. Great losses can occur when there are technical errors in calculation. Even if cooperation is possible, difficulties may still arise in profit distribution and assignment of responsibilities” Emily Lam Yuet Ming, partner of PC Woo & Co, Hong Kong

The currently disparate legal systems in the PRC, Hong Kong, Taiwan and Macau, and the increasing economic integration between these four regions, makes the question of legal cooperation a pressing one. As delegates from 16 lawyer associations who came together at the Cross Strait Four Regions Lawyers Summit in Hong Kong recently found, minds must be kept open if lawyers are to contribute optimally to the future development and prosperity of Greater China

H

undreds of lawyers from the PRC, Hong Kong, Taiwan and Macau unanimously shared the same view on the urgency of closer cooperation between the four regions, at the Cross Strait Four Regions Lawyers Summit in Hong Kong held by the Law Society of Hong Kong late last year. “2009 was a year in which the global financial landscape had faced numerous challenges...

There will be heightened demand for legal services to assist in completing

“For lawyers from the four regions to work together successfully, the cooperative relationship should be a win-win one, which means that client referrals and benefit transfer should be reciprocal. Reciprocity is the precondition for a win-win situation”

“When lawyers from the four regions work together they should not fear competition, for without competition there would be no progress or opportunities to enhance cooperation. Hong Kong lawyers have learned a lot in this respect. As Hong Kong’s legal market has been fully liberalised since the 1990s, Hong Kong lawyers have become accustomed to competition. They believe that competition is the only way to make progress and sustain their own competitiveness” Chen Naiwei, senior partner of AllBright, Shanghai

10

China

Wu Youming, president of Zhuhai Bar Association, Zhuhai

transactions and finalising deals,” said Huen Wong, president of the Law Society of Hong Kong. “Legal professions from different regions in Greater China should capitalise upon this opportunity and strengthen our bonds to create the greatest good for all.”

Chief executive of the Hong Kong SAR, Donald Tsang, identified the importance of lawyers’ roles in economic activities and the opportunities and challenges facing

MACAU

Junius Ho, senior partner of KC Ho & Fong, Hong Kong

Creating synergy in Greater China

TAIWAN

“Under the current circumstances, our medium- and small-sized law firms are incomparable to large international competitors in terms of resources and competitive strength. By developing a legal service platform for Greater China, we can create opportunities for medium- and smallsized law firms in the four regions and raise their standards. Indeed, it is important and imperative to provide an information platform and establish a network for mutual support”

HONG KONG

GREATER LEGAL COOPERATION: KEY VIEWS

ISSUE 7.1

NEWS | analysis >>

legal professions across the four regions. “Despite potential difficulties in seeking cooperation between different legal systems, we should go against the headwind, coordinate with our counterparts, and draw on the strengths of other legal systems to complement our own,” said Tsang.

The legal profession in the mainland has the shortest history among the four regions, but is growing fastest and has the most to learn from its counterparts in Hong Kong, Taiwan and Macau. “The legal sector in the mainland... has developed its unique features [in terms of the] operating models of its firms and its partnership cultures. This extraordinarily fast pace has created some issues and problems which need to be studied,” said Jiang Min, vice-president of the All China Lawyers Association (ACLA).

the fourth major economic pillar of the Greater China Region. The cooperative mechanism of reciprocal investment across the Strait has been significantly enhanced as a result of the Three Direct Links – officially restored in late 2008 – and subsequent rounds of talks between the two sides’ leaders. Against the background of strengthening economic ties between the mainland and Taiwan, the mainland has also started to open its legal sector to Taiwan residents.

In 2008, when the mainland permitted Taiwanese candidates to sit for the lawyer qualification examinations, more than 800 Taiwanese lawyers enrolled. The number of candidates was smaller in 2009 but still exceeded 700. Liou Chih-Poung, president of the Taipei Bar Association, said “People are

“There are many areas that need to be reviewed and it will take time for the mainland to integrate with other regions in the provision of legal services” Jiang Min, all china lawyers association

Evolving cross-regional legal services Cooperation between lawyers and firms from the cross-Strait four regions has been in place for some time.

However, several new policies issued

by China and the recent changes in economic and market conditions have generated a new impetus for working collaboratively.

In terms of new policies, China has developed plans and economic stimulus packages to create new momentum.

Among them is the Outline of the Plan for the Reform and Development of the Pearl River Delta (PRD) issued by the State Council in early 2009, which has brought new opportunities for cooperation between Guangdong and Hong Kong. An important highlight of the PRD development plan lies in the Qianhai area in Shenzhen, where the Shenzen government and Hong Kong governments will jointly develop Qianhai into a regional hub.

Taiwan

In China’s new economic blueprint, Taiwan holds an important position as www.legalbusinessonline.com

beginning to recognise that it is important to understand and master mainland laws.”

In addition, the mainland has designated Fuzhou and Xiamen in Fujian province as two pilot cities where Taiwanese lawyers are allowed to set up law firms. So far, three to four law firms in Taipei have filed their applications which, although not yet approved, do reflect an emerging trend.

Macau

At the summit, Macau lawyers also had a chance to share their views and practical experience with their counterparts from the mainland, Hong Kong and Taiwan. “Currently, Macau lawyers mainly focus on handling internal legal issues and servicing the local entertainment industry with few international elements. It is necessary for them to step up cooperation with overseas lawyers. Arbitration seems to be a potentially promising area for development,” said Paulino Comandante, secretary-general of the Macau Lawyers Association.

“Now that Macau’s economy is dominated by Chinese people, Portuguese is no longer a major language there. In future, Macau lawyers will need to change their way of doing business in order to keep up with market developments.”

Hong Kong

Given the Hong Kong legal industry’s unique history and the city’s international standing, it has a crucial role to play in the integration of the legal services sectors in Greater China.

Helena Chen, partner of Taiwan firm Formosan Brothers, said: “Mainland residents and investors are still using Hong Kong or Macau as a platform for investing in Taiwan. For the time being, Hong Kong is still a good choice as an easy and convenient platform.”

She believes that Hong Kong lawyers are capable of learning about the international law market, because it has an open legal sector and is based on a common law system.

Tsui Kei Pang, vice chairman of the Mainland Legal Affairs Committee of the Law Society of Hong Kong, shared the same perspective. “Hong Kong’s strength lies in the city’s liberal policy toward the legal sector and flexible operation of Hong Kong law firms, which makes [it] a good candidate for developing a platform of cooperation among law firms in the four regions.”

Ng Ching-Wo, a Hong Kong lawyer and a partner of King & Wood, addressed the urgency for meaningful cooperation between lawyers from the four regions. “If Hong Kong, Taiwanese and Macau lawyers continue to do their own businesses behind closed doors, they will be marginalised, disconnected from the market and finally eliminated from competition,” Ng said.

Another reality facing Hong Kong, Macau and Taiwanese firms is that when they cooperate with the mainland successfully, mainland lawyers will ultimately play the dominant role, as they have the potential to grow into large organisations employing hundreds of lawyers. “There are only about 5,000 solicitors in private practice in Hong Kong (similarly in Taiwan)... we should be aware of and accept this reality before starting any cooperation,” said Ng. ALB 11

NEWS | analysis >>

Analysis >>

Hogan/Lovells merger: Asia a major factor Creating a global firm with substantial presence and capability in the US and Europe is an obvious reason for the merger of international firms Hogan & Hartson and Lovells.

Yet it is the growing importance of the Asia market – particularly China – and the long-term commitment of both firms to the region that provides another reason for consolidation

I

t could be nothing less than the start of a paradigm shift in the structure of the international legal services industry. On 15 December 2009, US firm Hogan & Hartson and UK firm Lovells announced that its partners had voted in favour of the two firms merging, creating a combined firm that will rank within the world’s top ten.

Due to consolidate from 1 May and with revenues of around US$1.8bn, 2,500 lawyers, and more than 40 offices through Europe, Asia, the Middle East, and Latin America, the new entity should have enough firepower to furrow the strategists’ brows at rivals Bakers and Clifford Chance.

Lovells’ Asia regional managing partner Crispin Rapinet Lovells Crispin Rapinet is already rolling up his sleeves in preparation for an extremely busy time ahead of the proposed merger. “It's a really exciting time for us and every member of the firm feels privileged to be a part of it,” said Rapinet. “There will be many challenges in the next few months, but there will be great fun too.”

Many observers tip the Hogan/Lovells deal will be the catalyst for a whole raft of similar deals across the Atlantic, as law firms jockey for position in the post-GFC market. Rapinet gives this observation some credence. “The combination of two major firms will change the marketplace

12

because of the competitive pressure it puts on other firms. My guess is that we will see more trans-Atlantic mergers over the next few years,” he said.

The combined firm will also become the fifth-largest international firm by headcount in Greater China and one of the largest in Asia, boasting more than 220 partners and lawyers across offices located in Beijing, Shanghai, Hong Kong, Hanoi, Ho Chi Minh City, Singapore, and Tokyo. Revenues from Asia will contribute about 6% (approximately US$108m) of the current US$1.8bn worldwide turnover of the merged firm, but this figure is expected to grow significantly in time.

Stronger growth in Asia

Indeed Asia, especially China, provided part of the impetus for the deal. “For Lovells, one of the attractions of the merger is the quality of the US client base that Hogan has, and for us in Asia that's a significant factor because US-driven investment continues to be a significant factor in the market,” said Rapinet. “So what we will achieve in Asia and what

we can achieve through the merger is indeed a significant part of the rationale for doing the deal.”

Another important aspect of the China market for Lovells lies in outbound investment trends. “We've been consciously seeking to target outbound work from Chinese private corporations and state-owned enterprises. We can advise clients on every aspect of the transactions in Europe, but our ability to serve their needs in the US was a slightly limiting factor for us,” he added.

“However, being able to provide quality and comprehensive services in the US has become increasingly important, so now with the merger we can offer clients that.”

The merger also nicely addresses the fact that Hogan & Hartson doesn't currently have a large presence in Asia. The firm’s existing 40 lawyers in the region will now be supplemented

by Lovells’ 128; meanwhile, it will gain two new office locations through Lovells' existing presence in Singapore and Vietnam. “Hogan has a fantastic US client base, but its practice in

►► Lovells/Hogan & Hartson in Asia Country China (Beijing and Shanghai) Vietnam (Hanoi and Ho Chi Minh City) Hong Kong Singapore Tokyo TOTAL

No of lawyers

No of partners 76 8 67 18 19 188

Combined staff 11 0 14 4 6 35

87 8 81 21 25 222 ISSUE 7.1

NEWS | analysis >>

Update >>

CIETAC COLUMN

保险公司因代位而成为仲裁案件一方当事人

2

009年6月26日，中国天津海事法院作出（2008）津海法确字第 1号《民事裁定书》，就中国XX保险公司北京分公司在中国海事 仲裁委员会（以下简称“海仲”）受理的一起案件中，因其对被保 险人进行赔付后，依法取得代位求偿的权利，而作为仲裁申请人参加 到仲裁程序中，海仲予以接受的决定作出了支持的裁定。 该案中，中国某运输公司A（以下简称“A公司”），在接到海仲转给 的某工程公司B（以下简称“B公司”）对其提起仲裁的仲裁申请书后， 又接到海仲转给的中国XX保险公司北京分公司（以下简称“保险公司 C”）因其对B公司进行了赔付，而要求代位参加仲裁的申请书。在 A公司对保险公司C作为案外人参加仲裁程序提出异议后，海仲作出 《主体资格决定书》，同意了案外人保险公司C代位仲裁申请人行使 其追偿权利，仲裁案件的主体变更为保险公司C。 A公司向法院提出申请，请求确认其与保险公司C之间不存在有效 的仲裁协议，因为A公司是与B公司之间的运输合同中有仲裁条款，与 保险公司C之间没有任何双方签署的仲裁协议。法院经审理认为，A 公司与B公司之间的仲裁条款合法有效。B公司依据仲裁条款向海仲 提起仲裁，海仲予以受理后，作为保险人的保险公司C依据其与B公 司签订的保险合同向B公司进行了赔付，依法取得代位求偿权利，并

作为仲裁申请人参加到仲裁程序中。虽然保险公司C不是运输合同的 签订方，但其上述行为表明其接受该合同中的仲裁条款，故该条款对 保险公司C有约束力。海仲据此受理该案并无不当，法院对该案不具 有管辖权，并因此驳回了A公司的申请。 该案中天津海事法院的裁定对大量存在的保险公司是否可以因代位 而参加仲裁案件提供了很好的案例说明，改变了中国的海事法院此前在 审理案件过程中对同一问题的否定态度。中国国际经济贸易仲裁委员会 （简称“贸仲”）在受理类似的案件中，一般也会依据《最高人民法院关 于适用<中华人民共和国仲裁法>若干问题的解释》 第九条的规定，在保险公司明确表示受让一方当事 人的全部债权并且接受原合同中的仲裁条款的约束 时，认定该仲裁条款对保险公司有约束力。

梁华, 中国国际经济贸易仲裁委员会 仲裁员 www.cietac.org 地址: 中国北京西城区桦皮厂胡同2号国际商会大厦六层 邮编: 100035 电话: +8610 82217788 / 82217743 传真: +8610 82217766 / 64643500 电邮: lianghua@cietac.org

►►Hogan/Lovells merger: Quick facts

• First announced in October 2009 • The two firms’ partners vote in favour of merger on 12 December 2009 • Takes effect on 1 May 2010 • Completion of merger pending regulatory approvals • New firm to be named Hogan Lovells • Merged firm to be jointly led by current Hogan & Hartson chairman Warren Gorrell and Lovells managing partner David Harris as co-CEOs • New entity ranked in top ten globally; revenues of around US$1.8bn, 2,500 lawyers and more than 40 offices

Asia is not large enough to fully service its clients’ need. The merger with Lovells will give it the ability to service these clients through a much broader practice in Asia – in terms of the geography and the practice areas,” Rapinet said.

Hogan & Hartson’s co-managing partner of the Greater China practice, Jun Wei, said the strong cultural compatibility between the two firms and their complementary practice areas was a main reason why the merger was favourable.

Based in Beijing, Wei also noted that geographic reach and the industries that each firm serves made the deal www.legalbusinessonline.com

look attractive. The Sino-Global Legal Alliance (SGLA), which was founded by Lovells and nine leading regional PRC firms in different major cities in 2007, is a significant differentiating aspect of Lovells’ practice offering in China. “The SGLA is something we obviously have discussed with Hogan partners, and they are interested in it and they need to understand it and see how it operates.

We’ll continue to build and develop our offering with the SGLA and hopefully it will continue to reap rewards for all of us,” said Rapinet.

Integration

Meanwhile, SGLA’s 13 PRC-member

梁华

firms and 1,300 international and domestic lawyer members are aware of the development and some have already expressed their support for the merger.

“We welcome the addition of the US expertise and the access to quality clients and considerable resources in the US that will be brought to the SGLA by Hogan & Hartson,” said Cheng Shoutai, the managing partner of Chengdu-based SGLA member firm, Tahota. “It will be beneficial to the PRC member firms and our domestic clients.”

While both firms still need to achieve certain regulatory clearances before deciding on their new fee rates and salary scales, both sides are already focusing on the integration process.

The four months’ lead-up to 1 May will be critical, as each firm will be working closely on the IT platform, HR policies, office premises, leadership, and overlapping staff and practice areas.

“The biggest challenge for us is integration. [It] is the key to making the merger work. It will only work if we come together as one firm as quickly as possible,” said Rapinet. ALB 13

NEWS | analysis >>

霍金-路伟合并：亚洲 市场是重要因素

2

009年12月15日，美国霍金•豪森律师事务所和 英国路伟律师事务所宣布，合伙人投票赞成双方 合并，最早于2010年5月1日生效。合并后的事务所 将跻身全球十大律师事务所之列，收入将达约18亿 美元，拥有2,500位律师，在欧洲、亚洲、中东和 拉美设立40多个办事处，其实力不容贝克•麦坚时 （Bakers）和高伟绅小觑。 随着霍金－路伟合并日益临近，路伟亚洲区主管 合伙人 Crispin Rapinet 已经为将来四个月的忙碌期 做好准备。Rapinet 乐观地表示：“这是律所所有成 员都倍感兴奋的时刻，能亲身参与其中，我们深感 荣幸。未来四个月内，我们将面临诸多挑战，但也 会有无穷的乐趣。” 诸多观察人士指出，霍金－路伟合并将成为跨大西 洋地区类似交易的催化剂，因为律所正积极在全球金 融危机过后的市场占据份额，Rapinet 为同行树立了 信心。他表示：“两家大型事务所的合并必将改变市 场格局，因为竞争压力会转加给其它律所。我预计， 未来数年内将出现更多合并交易。” 如按员工规模计算，合并后的律所将成为大中华地 区第五大跨国律所，亦是亚洲地区规模较大的律所之 一。在亚洲，该所办公室分布在北京、上海、香港、 河内、胡志明市、新加坡和东京，拥有超过220位合 伙人和律师。亚洲市场的收入将占合并后律所全球18 亿美元收入的约6%（约1.08亿美元），但业内人士 预计该比例将逐年大幅增加。

亚洲的强劲增长潜力

对于合并的动力而言，在美国和欧洲拥有重要市场份 额和服务能力固然是关键原因，但把握亚洲市场经济 增长带来的机遇，尤其是中国市场，亦是对两所做出 和并决定的重要因素。 Rapinet 表示：“对路伟而言，霍金拥有的高端美 国客户基础是合并的重要吸引力之一，这对我们在 亚洲的业务具有重要意义，因为美国推动的投资将 继续成为市场上的重要因素。因此，我们在亚洲的 业绩以及我们通过合并能够实现的业绩对合并的促 成具有重要意义。” 中国企业赴境外投资的趋势是路伟看重中国市场另 一重要原因。他表示：“我们正积极发展中国私营企 业和国营企业客户，为其境外业务提供法律服务。 对于赴欧洲投资，我们可为客户提供各个方面的顾 问服务，但对于美国市场，我们目前的服务能力略 为受限。具备在美国提供高水准完善服务的能力对 路伟日益重要，因此，我们可借助与霍金•豪森合并 为客户提供此类服务。” 该合并交易还表明，霍金•豪森在亚洲并没有设立 较大的分支机构网络。合并后，霍金•豪森在亚洲的 40位律师将与路伟的128位律师并肩工作。与此同 时，借助路伟在新加坡和越南的办事处，霍金•豪森 还可进入全新市场。 Rapinet 指出：“霍金•豪森拥有十分理想的美国客 户基础，但其亚洲业务规模不足，无法充分满足客 户需求。与路伟合并后，无论从地域还是业务领域 角度出发，霍金•豪森都能借助更全面的业务资源为 客户提供完善服务。” 霍金•豪森大中华地区联合主管合伙人魏军在北京 工作，她认为，两家事务之间的文化相容性、业务 领域和服务行业的互补性以及地域覆盖是推动合并 顺利实现的主要原因。 在决定律师费和薪酬等级之前，双方还须获得监 管许可，尽管如此，双方已经开始积极筹备合并事 宜。5月1日之前的四个月尤为重要，两家事务所 将共同完成大量工作，例如 IT 平台、人力资源政 策、办公场所、领导层以及员工和业务领域重叠整 合的事宜。 Rapinet 表示：“整合是我们最大的挑战。整合是实 现顺畅合并的关键。只有我们尽快融为统一的律所， 合并的优势才能顺利实现。”

14

Analysis >>

Can charge-out rates go up in 2010?

A

recent survey released by legal management consultants Altman Weil found that US law firms are projecting an average overall increase in rates of 3.2% for 2010. This is somewhat surprising, given that the States was hit particularly hard by the financial crisis. It also prompts queries about the potential increases in charge-out rates that law firms in China might consider.

Increased rates

“We believe that similarities to the US approach are likely to apply in Asia,” said Sheena Brand, a principal at Professional Development Asia, a member of Altman Weil Global. “There is substantial competition in the Asian legal market.

Similar to the US, any rate increases are likely in specialisation areas where the competition is less and the need for targeted advice more.”

Any increase in charge-out rates will be dictated by the forces of supply and demand. “In some practices where the number of lawyers exceeds the available workloads, we won’t see any rate increases,” said Blane Prescott, a senior vice president at Hildebrandt, a professional services management consultant. “But for those lawyers who face overwhelming demand, and who truly provide high-value advice, clients are consistently willing to pay whatever it takes to secure their services,” he added.

Lawyers and practices that are in extraordinary demand may increase their rates anywhere from 6% to 12%.

Corporate and finance lawyers may find that their rates are flat in 2010, particularly for existing clients, but

litigation and insolvency lawyers may be able to raise rates. “The change in the legal profession is that prior to the recession, we experienced a period of overwhelming demand for most lawyers and practices,” said Prescott.

“But the downturn has switched this from a sellers’ market to a buyers’ market, and there are far fewer lawyers who are perceived as being so extraordinary that they can continue to achieve significant rate increases.”

Nevertheless, some law firms may still make the move. “Firms who have not raised their charge-out rates for some time may feel the need to do so now, particularly in Hong Kong with the signs of an improved economy,” said Brand.

“But similar again to the US position, law firms are likely to be selective in the clients and areas they target – if increases do occur they are unlikely to be applied across the board but rather to particular clients and areas of practice.”

Movements and reactions

Han Kun is one law firm that is moving to increase charge-out rates. “Associate rates will go up one level in 2010 but we will hold our partner rates,” said partner Cao Yinshi. “This is to keep pace with the market conditions and also with our competitors.”

Others are taking a more conservative approach. Jun He has decided not to increase its charge-out rates. “We believe that most of our clients have been hit hard by the financial crisis, and we suffered too. In order to facilitate a recovery we want to go with the client,” said partner Gong Jun. “We want to control our own costs and lower our profit margin to support our clients.”

ISSUE 7.1

NEWS | analysis >>

Any attempt to increase charge-out rates will be met by intense scrutiny from clients. “If rates were to increase, I would certainly have to ask why,” said Michelle Hung, general counsel at COSCO Pacific. Law firms will have to be prepared to justify any increase. “The only thing that I could see would be justifiable is if they have had a fairly extensive recruiting drive in order to get back to [the 2008 levels of employees,” said Jane Niven, Asia-Pacific general counsel at Jones Lang La Salle.

Despite the pick-up in legal workin China, law firms should still be cautious when determining whether or not to increase rates. “Pressure on fees is unlikely to disappear and clients, particularly substantial ones, will not wish to see rate increases and will be looking to their law firms to provide a more transparent billing process,” said Brand. ALB

2010年市场形势好转 律所或将提高服务费率 A

ltman Weil 是知名法律管理顾问机构，近期发布的调查结构显示，美国律师 事务所预计2010年律师费总体平均增幅将达3.2%。鉴于美国受全球金融危 机的打击最为沉重，该调查结果着实出人意料，也引发业内人士对亚洲地区律 师费潜在增幅的猜测…

潜在增长

Altman Weil Global 成员机构 Professional Development Asia 负责人 Sheena Brand 表示：“我们坚信，美国市场的情况很可能同样适用于亚洲。亚洲法律市场竞争激 烈，律师费的增长最有可能出现在专业化领域，该领域的竞争相对缓和且需求旺 盛。这一点与美国情况类似。” 当然，律师费率的任何变化都要由供需关系决定。专业服务管理咨询机构 Hildebrandt 的高级副总裁 Blane Prescott 表示：“对于律师人数超出工作量的部 分业务领域，不会出现律师费增长。但对于客户需求巨大且确实能提供高价值顾 问服务的律师，客户愿意支付更高费用，确保得到理想的服务。”对于面临巨大客 户需求的律师和律所，律师费的增幅可能在6%至12%。 不过，在全球金融危机的影响下，法律服务市场变化巨大，总体需求大幅下 滑。Prescott 认为：“在经济下滑之前，曾出现市场对律师和法律服务需求巨大的 时期。但经济下滑导致卖方市场转变为买方市场，能力超群且能够继续提高收费 的律师其实寥寥无几。” 尽管如此，部分律师事务所仍可能决定提高律师费。Brand 表示：“对于一段时 期内没有提高律师费的律所而言，现在可能感到确有必要，这在出现经济回暖迹 象的香港尤其明显。与美国同样类似的是，律所很可能有选择性的对特定客户和 业务领域酌情提高律师费，但该情况并不适用于境外市场，而是适用于特定客户 和特定业务领域。在2010年，公司和金融业务律师的服务费会降低，尤其是针对 现有客户的收费，但诉讼和清算律师的收费可能上涨。

行动在即

中国的汉坤律师事务所正采取行动提高律师费。汉坤合伙人曹银石表示：“2010 年，普通律师的服务费将有所上涨，但合伙人的律师费保持不变。”汉坤拒绝透 露有关律师费增加的更多详情，但披露做出该决定的原因。曹银石表示：“与市 场形势和竞争对手保持同步是我们做出该决定的原因。” 其它事务所则采取更为保守的做法。例如，君合决定不增加律师费。君合合伙 人巩军表示：“我们认为，多数客户受到金融危机的沉重打击，我们亦深受其害。 为尽快恢复业务，我们要与客户齐心协力。我们希望控制经营成本，降低利润 率，为客户提供更好的支持。”

客户的反应

任何试图增加律师费的做法都要面临客户的严格审查。中远太平洋总法律顾问 Michelle Hung 表示：“如果律所提高收费，我一定要了解其中原因。我会向律所 明确表态，所有大型公司目前都在努力控制开支，在这种形势下，我们希望律所 予以谅解并充分配合。” 律所必须做好准备工作，证明律师费上涨的合理性。房地产和金融企业仲量联 行亚太区总顾问律师 Jane Niven 表示：“我认为唯一合理的理由是，律所是否有 充足的招聘动力，使员工规模重返2008年的水平。据我所知，很多律所大量裁 员，但在亚洲地区，并无薪水大幅增加的证明，坦言之，我认为目前提高律师 费很难找到充分的理由。” 尽管亚洲法律服务市场回暖明显，在决定是否增加律师费方面，律所仍需小心 谨慎。Brand 表示：“服务费的压力很难消失，重要客户并不希望律师费增加，并 且希望律务所能提供更为透明的收费流程。” www.legalbusinessonline.com

>> O pinion

Dan Harris founding attorney

Harris & Moure

A CHINA THAT CAN SAY “NO”

T

he recent Google China brouhaha is both less and more important than depicted by the media. It is less important because when all is said and done, little to nothing will have changed in China as a result of it. Yet it is more important than painted in that when all is said and done, little to nothing will have changed in China.

Let me explain.

The Google China fight is a perfect symbol not so much of where China is heading than as where it sees itself right now. That conflict crystallizes how China now considers itself as being able to thrive without foreign investment. That conflict also highlights how China no longer fears using its own laws to reign in foreign businesses and give competitive succor to its own domestic companies. I do not purport to know why China did what it did with Google nor do I purport to know why Google did what it did with China, but I do know that China has been tightening its legal enforcement against foreign companies, Google included, and I am certain that will only continue.

The direct corollary of China having become less beholden to foreign enterprises is that those enterprises have lost their previously favored status.

The best example of this is how foreign enterprises no longer receive special tax benefits not provided to domestic entities. For the last decade, China has had a framework for regulating foreign businesses but has not placed great emphasis on applying it. Now, however, those days of benign neglect are over and the Chinese government is increasingly cracking down on foreign violators of existing regulations, and issuing new guidelines and circulars to enhance what is already on its books.

With China being hailed as the world economy’s savior, its government has concluded it should put more effort into enforcing its laws against foreign businesses. This new world view is already impacting foreign business in China and it will continue. In particular, my law firm has seen the following changes for foreign business in China: • China’s local governments are more often delaying or denying applications for wholly foreign owned enterprises (WFOEs) and joint ventures. Chinese officials have come right out and said they no longer care whether foreign businesses come to China.

• Registration of technology licenses is more often being prohibited or restricted. The idea seems to be that Chinese businesses should not be required to pay for access to foreign technology.

• Visas for foreign workers are increasingly being delayed, denied or restricted. The view on this is that Chinese workers are available to do any job.

• China is greatly stepping up enforcement of its tax laws against foreign companies.

The Chinese government’s unwillingness to bend in its fight with Google is very public proof of how China’s ascendancy has changed things for foreign businesses in China. For those of us who handle China business law matters, it is a prominent example of the sorts of things we see every day.

Dan Harris is a founding attorney of Harris & Moure (www.harrismoure.com), a boutique international law firm with attorneys in Seattle and in Qingdao.

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NEWS | news >>

news in brief >> DLA Piper’s partnership review leaked to media PricewaterhouseCoopers has been engaged by DLA Piper to conduct a review of its partnership model. DLA Piper was hoping to keep the review from the public until matters had been resolved but news of upcoming changes to its partnership structure was leaked to the media, said a spokesperson for the firm.

The results of the review are expected to change the way partners are remunerated. It will also determine how the partnership structure – currently split into three tiers – will be updated to reflect that the firm is now a global business.

欧华合伙制审查消息外泄

欧华律师事务所委托普华永道审查其合伙制模式。在妥 善解决相关事务之前，欧华希望避免公开审查情况，但 欧华的发言人表示，事务所即将改革合伙制结构的消息 被泄露给媒体。 审查结果将改变欧华合伙人的薪酬模式，还将决定合 伙制的组成结构（现分为三级），全新结构将充分体现 事务所开展全球业务的现状。

CCH and China Lawinfo forms strategic alliance CCH China, a unit of Wolters Kluwer, and Peking University-owned Chinalawinfo (known as Beida Fabao) have entered into a strategic alliance. This will bring together a leading international provider of legal and regulatory information on China, and a local leader having an extensive and popular database of Chinese laws and legal education information in the Chinese language.

“Legal firms and corporations can now enjoy the best of both worlds. The combined usage of CCH’s latest flagship product, China GOLD, and Beida Fabao gives users unparalleled coverage in depth and breadth of the laws and legal developments of China,” said David Kelly, managing director of CCH North Asia.

Beijing >>

Reed Smith recruit looks forward I nternational law firm Reed Smith, known as Reed Smith Richards Butler in Hong Kong and Beijing following a January 2008 merger, is preparing for a busy Michael Fosh year in the capital Reed Smith Richards Butler markets arena and has boosted its capabilities with the hire of Michael Fosh, former chief representative of Herbert Smith’s Beijing operation. Fosh was with Herbert Smith for 17 years but was drawn to Reed Smith due to the reputation of its Greater China capital markets practice – among other reasons.

“I was also reasonably familiar with the culture of the office,” said Fosh. “The Beijing office is in expansion mode and I have an opportunity to play a central role in developing the corporate and securities group in Beijing and in doing so working closely not only with Hong Kong, but with London and other offices in Europe as well as the tremendous network in the US.” Fosh’s appointment to the corporate & securities group in the firm’s Beijing office follows the hire of Mao Rong, who joined the firm as of counsel in October last year from the Kodak in-house legal team. “Michael’s appointment is a significant step in the expansion of our capital markets presence in Beijing,” said Michael Pollack, Reed Smith partner and

global head of strategy. “His expertise will create further opportunities for cross sell between our Asian offices and international network.”

The second-half of 2009 saw a flurry of listings on the HKSE as numerous Chinese companies chose to launch IPOs, and activity is expected to continue. “In short, I am optimistic that 2010 will see a continuation of the upturn in listings seen since the second half of 2009,” said Fosh. “In terms of demand, I believe at this stage in the development of the Chinese economy – the number of potential listing candidates is still huge as more and more privately owned enterprises mature and seek alternatives to commercial bank finance.”

Reed Smith will, no doubt, benefit from Fosh’s experience in M&A, corporate and corporate finance work in both Hong Kong and Mainland China. Fosh’s ability to speak English, Mandarin and Cantonese should also assist those Chinese clients seeking offshore listings as well as those interested in listing on the proposed international trading board on the Shanghai Stock Exchange. “I have clients which will be considering the opportunities that the proposed trading board will offer, particularly Chinese red-chip clients, and I look forward to the opportunity to advise them on such a move from the Hong Kong

CCH 和北大法宝建立战略同盟

威科集团子公司 CCH China 已与北京大学下属的北大英 华科技有限公司战略同盟，共同打造世界一流的中国法 律英文翻译，构建世界最大的中文法律数据库。 CCH 中国公司拥有世界一流的中国法律英文翻译，同 时北大英华科技有限公司拥有以“北大法宝”为品牌的最受 欢迎的中国法律数据库。 CCH 北亚区董事总经理David Kelly 表示：“现在律所 和企业可以享受我们两家公司的最佳信息服务。CCH 的主打产品 China GOLD 与‘北大法宝’珠联璧合、相形 益彰，为读者提供了最深入全面的中国法律法规和法律 发展信息。”

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ISSUE 7.1

NEWS | news >>

to listings listing compliance and legal aspects as and when the detailed regulations governing the listings on the new board are published,” said Fosh. ALB

礼德扩大北京资本市 场团队规模

礼

德律师事务所是一家跨国律师事务 所，2008年1月与齐伯礼律师行合并，在 香港和北京名为齐伯礼礼德律师行（Reed Smith Richards Butler）。该律所现正积极筹备来年的 资本市场业务，扩大律师团队规模，吸引史密夫 律师事务所原北京业务首席代表 Michael Fosh 加盟。 Fosh 在史密夫的工作时间长达17年，在大中华 区资本市场声誉卓著。Fosh 表示：“我对礼德北京 办公室的律所文化十分熟悉。其北京团队正处于 业务扩张期，我有机会发挥重要作用，帮助北京 办事处的公司和证券业务团队发展壮大。” Fosh 加入之前，礼德在去年10月还吸引柯达中 国区法律总监茅榕加盟。礼德合伙人兼全球战略 主管 Michael Pollack 表示：“Michael 的加入对于 我们扩大北京地区资本市场业务具有重要意义。 他拥有过人的专业能力，将为礼德亚洲办事处和 国际网络之间的交叉业务带来更多机遇。” 受大量中国公司上市的影响，2009年下半年， 香港联交所上市热潮涌动，预计该趋势将继续保 持。Fosh 表示：“就短期来看，我对2010年的市 场持乐观态度，2009年下半年出现的上市活跃形 势将继续保持。在需求方面，我相信在中国经济 发展的现阶段，有上市意向的企业数量庞大，将 有越来越多的私营企业走向成熟，寻求替代银行 贷款的融资渠道。”

www.legalbusinessonline.com

uk report Allen & Overy adopt LPO Allen & Overy (A&O) recently became the first Magic Circle firm to outsource legal work, adoptig legal process outsourcing (LPO) in a bid to reduce their overheads. The firm has partnered with LPO provider Integreon to outsource basic litigation document review to teams in New York and Mumbai, to generate a 30-50% cost saving.

Although rivals Clifford Chance and Linklaters have both outsourced support functions, this is the first time that a Magic Circle firm has outsourced legal work. A&O have confirmed that they will only be working with Integreon on a case-by-case basis, rather than signing a deal for a dedicated team.

Magic Circle firms avoid over-specialisation Linklaters may soon introduce a number of schemes to counter over-specialisation, where junior lawyers will spend time in different practice areas in the first few years post-qualification. The new training program, currently under discussion with senior managers at Linklaters, will see associate

versatility become a core part of each lawyer’s career path. Time spent in other departments will also be an essential requirement for promotion/ moving from associate to managing associate.

Slaughter & May already operates a system where associates spend time in a given practice area and in a variety of groups.

Lovells/ Hogan & Hartson merger go-ahead Lovells and Hogan & Hartson will soon join forces, with reports that the two firms’ partnerships recently voted in favour of the union. The merger will see Lovells managing partner David Harris and Hogan’s chairman Warren Gorrell heading up the new firm as joint CEO’s.

Although regulatory approval is still required for the new firm, it is anticipated that it will comprise a US LLP, an international LLP, a Swiss Verein and the various businesses that are affiliated to these structures.

Lovells will become part of Hogan’s existing US LLP, which will be rebranded Hogan Lovells, while the reverse will happen in Europe and Asia. The merger will come into effect from May 2010.



ROUNDUP • Watson Farley & Williams (WFW) recently launched an office in Spain following the recruitment of a fivelawyer team from Lovells, as part of what the firm refers to as a pan-European focus on renewables energy • Pinsent Masons has seen its half-year revenues drop by 7% during the first six months of 2009-10 compared with revenues last year, with £98m brough in this year compared to £105m for the first six months of 2008-09.

• Freshfields Bruckhaus Deringer will implement its revamped associate career development model in London from spring 2010 with the system to be rolled out globally from 2011. This will make Freshfields the latest firm to move away from using post-qualification experience (PQE) to assess lawyers’ development • Linklaters has suffered a 9.5% reduction in turnover at the half-year stage, attracting £591m in revenue compared with £653m during the same period last year • Clyde & Co may be in preliminary talks to tie up with construction firm Shadbolt, enabling the firms to compete on a level playing field with larger firms operating in the construction, projects and infrastructure spaces • Allen & Overy, Herbert Smith, Simmons & Simmons and Slaughter and May have won roles on a new government panel to handle the sale of its stake in banks bailed out during the financial crisis. Slaughters had been sole adviser to United Kingdom Financial Investments (UKFI) since September 2007 • Routledge Modise – Eversheds’ alliance partner in South Africa since 2008 – was recently embroiled in a legal row with the local law society over rebranding associated offices. The firm changed its name to Eversheds in July 2009 but the Law Society says dropping reference to the local partners contravenes both the Attorneys Act and its own rules and has ordered a name reversal • Legal Sector Alliance (LSA) revealed that many of the UK’s major law firms have reduced their carbon footprints over the last financial year, in a report launched to coincide with the Copenhagen negotiations for the next stage of the Kyoto protocol

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NEWS | news >>

news in brief >> Azmi & Associates targets Chinese clients Malaysian firm Azmi & Associates is targeting Chinese clients looking to invest in Malaysia as part of its strategy to expand into China. The firm has launched a new Chinese-language website and a China desk service for Chinese-speaking organisations. The China desk will focus on providing cross-border legal services to Chinese clients by creating a team of lawyers with language capabilities encompassing Mandarin, Cantonese and Hokkien as well as English.

The China desk team at Azmi & Associates will cover energy, mining, infrastructure and technology as these are the areas in which Chinese companies tend to invest in Malaysia. The Chinese-language website is tailored on this basis and was also created to demonstrate the firm’s understanding of Chinese culture.

beijing >>

Nishimura to open in Beijing; finds China practice ally

Azmi & Associates 积极开拓中国客户

马来西亚 Azmi & Associates 律师事务所正积极开拓有意赴 马来西亚投资的中国客户，将该业务作为拓展中国市场的 战略组成部分。该事务所近期推出全新的中文网站和中国 业务处，面向使用中文的组织提供服务。中国业务处重点 为中国客户提供跨境法律服务，其团队由具备多语言能力 的律师组成，包括普通话、粤语、闽南语和英语。 Azmi & Associates 的中国业务处业务涵盖能源、矿 业、基础设施和科技，均是中国公司赴马来西亚的重点 投资领域。中文网站为满足该需求量身定制，同时亦表 明该事务所充分了解中国文化。

RayYin and Italian firm reaches strategic agreement RayYin & Partners and Italy Studio Legale Formica & Associati have recently reached a strategic cooperation agreement to provide legal consultancy service to Italian medium or small-sized enterprises for their trade and investment activities in China.

Formica & Associati is one of the largest law firms in Marche.

RayYin 与意大利律所签订战略合作协议

RayYin & Partners 与意大利 Formica & Associati 律师事 务所近期签订战略合作协议，为赴中国投资和从事商贸 的意大利媒体或中小企业提供法律顾问服务。Formica & Associati 是马奇（Marche）规模最大的律所之一。

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J

apan’s Nishimura & Asahi is opening an office in Beijing and has formed an alliance with Soga, Uryu & Itoga (SUI) to target the China market.

Nishimura, the largest of the Japanese ‘big four,’ has scheduled the launch for May 2010 and in anticipation has formed an East Asia practice and an alliance with SUI. Nishimura partner Saori Okada and an associate will be based in the new office working on a ‘legally non-exclusive basis’ alongside three lawyers in SUI’s own Beijing office, and potentially with SUI’s two lawyers in Shanghai.

The alliance is regarded as mutually beneficial – Nishimura will gain a well-established presence in China, SUI having been in Beijing since 2000.

SUI on the other hand will broaden its international experience through

Nishimura. “We’ve been working together in respect to anti-dumping matters initiated by the Chinese government against Japanese corporations for almost ten years, so we’re regarded very much as close friends,” said SUI managing partner, Takashi Soga.

Like other law firms around the world, Japanese firms are also looking to target the growing Chinese economy for an extra revenue stream, as Japanese companies broaden their operations in China. But Japanese law firms competing with arguably better resourced international firms may have an advantage up their sleeve. “Japan and China share a close relationship – if Japanese companies go overseas they’ll usually use English as their governing language but in China it’s

西村朝日律师事务所筹备进驻北京

日

本西村朝日法律事务所积极筹备北京办事 处，与曾我・瓜生・糸賀法律事务所（SUI） 建立业务联合，共同进入中国市场。 西村朝日是日本四大律所之一，北京办事处计 划于2010年5月开业，预计将与 SUI 联合开拓东 亚业务。西村朝日的合伙人 Saori Okada 和一位 律师将赴北京办事处任职，与 SUI 北京办事处的 三位律师非排他业务合作，还有可能与 SUI 上海 办事处的两位律师合作。 该业务联合可令双方获益，西村朝日可借助 SUI 自2000年以来在北京积累的资源进入中国市场， 另一方面，SUI 还可借助西村朝日进一步扩大国

际业务。SUI 主管合伙人曾我贵志(Takashi Soga) 表示：“在中国政府向日本企业提起反倾销诉讼领 域，我们已有近十年的合作关系，因此，我们彼 此视为业务挚友。” 与全球各地其它律师事务所类似，随着日本公司 在中国的经营不断扩大，日本律所亦将蓬勃发展的 中国经济视为额外收入来源。但较之资源更丰富的 跨国律所，日本律所拥有独特的竞争优势。Sogo表 示：“中日的经济关系紧密，如果日本公司赴海外开 展业务，通常将英语作为主导语言，但在中国，日 语和中文均是主导语言，在该领域，较之其它跨国 律所，日本律所独具竞争优势。” ISSUE 7.1

NEWS | news >>

us report

both Japanese and Chinese and that’s a field where Japanese law firms have an ‘advantage’ where we can compete with [international] firms,” said Sogo.

SUI was formed in 2005 following a merger between Itoga-Soga and Cast Law and currently has 42 lawyers across three offices. Its China practice is principally focused on international trade work, with foreign investment in China consisting of around 60% of its work. It is also hoping to broaden its practice to infrastructure work in the future.

Although neither firm confirmed whether a future merger is on the cards, for now both China offices intend to work as independent firms. “We are not committed in a legal sense together but we’ll be closer friends more than ever,” said Sogo. “We haven’t started any talks of a merger or consolidation.” ALB

2005年，日本丝贺•曾我律师事务所(ItogaSoga)与加施德律师事务所(Cast Law)合并后 成立 SUI，该事务所目前拥有三个办事处，律 师42位。SUI 的中国业务主要涉及国际贸易， 与外商赴中国投资相关的业务占全部业务的近 六成。SUI 希望在未来能将业务扩展至基础设 施领域。 目前，双方均未确认有未来合并的计划，各自 在中国的办事处将采用独立经营的模式。Sogo 表示：“双方并无正式合并的意向，但我们的业 务合作关系将比以往更加紧密。双方尚未就合并 开展任何协商。” www.legalbusinessonline.com

Ashurst redefines US strategy Ashurst has recently established a six-firm referral network that will operate independently of the firm’s own US offices. Where the firm previously worked with a much larger range of firms on US matters, it has now drawn up the six-strong list and made a small number of people responsible for relationships.

Akin Gump Strauss Hauer & Feld, Davis Polk & Wardwell, Paul Weiss Rifkind Wharton & Garrison, Ropes & Gray, Schulte Roth & Zabel and Quinn Emanuel Urquhart Oliver & Hedges have all been confirmed as Ashurst’s main US referral firms.

Although partners have been encouraged to forge relationships with others, Ashurst singled out these six for their expertise in various practice areas.

London partner Ed Sparrow and Madrid partner Jesus Almoguera have overall responsibility for the referral network, while all US-related deals must be recorded with Ashurst New York business development manager Hilary Becker.

Changes in store for first-year associates US-based first-year associates at Reed Smith recently had their pay slashed. Responding to feedback from clients and concerns about driving down the cost of legal services, the 20% reduction will see junior lawyers starting at the firm in January in major markets (New York, Chicago, California and

Washington DC) take home US$130,000 rather than US$160,000.

Orrick, Herrington & Sutcliffe also announced it would be implementing a new pay model for associates. Although it has confirmed that starting salaries for first-year associates in major markets (New York, Washington DC, San Francisco, Los Angeles, Silicon Valley and Orange County) will not be reduced, changes to the way it awards bonuses will occur.

First-year associates will not be eligible for year-end bonuses, only qualifying when they reach the next salary level, determined by their performance rather than the traditional lockstep model.

US firms cautious about partner promotions Promotion season has seen many US firms opting for a more conservative approach, despite confidence in a recovery remaining. Firms are still reluctant to go back to the partner numbers seen in pre-downturn days.

Weil Gotshal has been the most cautious, with partner promotions down by more than half on last year (seven down to three). Latham & Watkins cut promotions by seven this year from 30 to 23. Kirkland & Ellis added 51 staff to its partnership compared to 67 last year.

Milbank Tweed Hadley & McCloy however, has bucked the trend and upped its partner promotions, adding five compared to four seen in 2008.



ROUNDUP • Jeffrey Hammes, a corporate specialist in PE deals, will soon take over the chairmanship of Kirkland & Ellis’ 15-lawyer management committee. He replaces Thomas Yannucci, a Washington, DC-based litigator • Sidley Austin is set to launch a 12-lawyer office into Palo Alto, led by longtime Wilson Sonsini partner Thomas DeFilipps with three corporate attorneys from Howard and eight lawyers from Sidley’s San Francisco office • Cravath Swaine & Moore revealed cutbacks in bonuses for associates with a year’s experience, and no bonus at all for those starting less than a year ago. Second-year associates will receive a bonus of US$7,500, a drop of 57%, while senior associates will receive US$30,000, the same amount they were awarded a year ago • Davis Polk and Skadden recently secured lead roles in Exxon Mobil’s decision to acquire the Texas-based natural gas company XTO Energy for $31bn, the biggest energy deal seen since 2006 • Ropes & Gray IP associate Brien Santarlas has been identified as the second key player in the Galleon Group insider trading probe. The first – former Ropes associate Arthur Cutillo – was charged last month for providing traders with inside tips about three PE transactions on which Ropes was advising • Panasonic Corporation recently announced that it had successfully secured a majority stake in Sanyo Electric, creating one of the world’s largest electronics makers. Both companies used Japanese counsel for M&A advice, with Panasonic tapping into Nagashima Ohno & Tsunematsu, and Sanyo relying on Mori Hamada & Matsumoto

19

NEWS | news >>

Update >>

Hong Kong >>

International Tax G20 – Tax Haven Crackdown Update

A

global crack down on tax evasion in financial centers is moving into a more difficult enforcement phase, an Organization for Economic Co-operation and Development official said recently.

Jeffrey Owens, director of the OECD’s center for tax policy and administration told delegates at a recent conference that progress made in implementing tougher disclosure requirements since the G20 summit in London in April amounted to a “revolution.”

World leaders agreed at the G20 summit in London to crack down on tax evasion and banking secrecy and asked the OECD to publish lists of tax havens.

There are now 59 countries on the OECD’s “white list” of jurisdictions that have implemented internationally agreed tax standards while 28 remain on the “grey list” having committed to the standards without having fully implemented them.

The grey list includes Malaysia, Uruguay and Chile though most other countries are tiny Pacific and Caribbean island nations.

There are now no financial centers surveyed by the OECD which have not committed to the standards.

“Listing is never a pleasant process but it worked. The combination of the list and the threat of sanctions are the reason why we have seen so much progress over the last 10 months. Anybody who tells you different, they’re wrong,” Owens said.

The OECD will now focus on assessing the extent to which the standards are met in practice, and seek to close loopholes in implementation.

“If we see a small jurisdiction which has 12 agreements (on information disclosure) with countries with which they have no economic ties at all, to me that is not playing the game,” he said.

Owens said the greater political will in G20 countries to curb banking secrecy in offshore financial centers for the purpose of tax evasion has led to more progress being made in the last 10 months than all the achievements of the previous decade.

He stressed however, that while the OECD is clamping down on jurisdictions seeking a competitive advantage through tax secrecy, it is not seeking harmonization of tax rates.

“There is no reason why Sweden should have the same tax system as the Cayman Islands. Setting minimum tax rates is not on our agenda, neither is impinging on national sovereignty.

Basically what it’s about is a level playing field,” he said.

Meanwhile, Dutch people keeping money in offshore accounts have reported more than 1 billion euros ($1.5 billion) in assets so far since steps were adopted this year to better track money held in tax havens. Some 4,400 people reported assets overseas before fines will be introduced from Jan. 1 for those who do not report assets abroad, Dutch Deputy Finance Minister Jan Kees de Jager reported.

This amounted to Euros 186,000 per case, on average.

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

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Debbie Annells

Salt named Linklaters new Asia managing partner L inklaters has appointed London-based partner Stuart Salt to head its Asia offices as the current managing partner Zili Shao steps down to join firm client JP Morgan this month.

Salt is currently in charge of the firm’s Europe, Middle East and North Africa (EMENA) operations but will step down once Stuart Salt a successor has been appointed. A spokesman Linklaters said the firm is launching a consultation process for his replacement.

Salt has spent a year developing the firm’s EMENA business since his appointment to the position in March last year – around the same time that Shao took up the job as Asia managing partner and replaced Giles White, who similarly stepped down to join a firm client. Prior to that he was head of the Asia banking & projects business for three years, which the firm’s managing partner Simon Davies said had been a reason for his promotion. “Stuart’s …significant regional management experience and success in Asia make him ideally suited to the role,” he said.

Salt will return to the Hong Kong office to oversee the 300 lawyers across the firm’s six Asian offices and the firm’s joint China managers – Celia Lam and Marc Harvey. He will also use his experience in the Middle East region as an area of focus for the Asia business.

“Cross-border activity between Asia and the EMENA region is now a major area of global investment and our clients are at the forefront of this,” said Salt.

Linklaters’ revenue for the first halfyear of 2009-10 was £591m, which is a 10% decline from the same period in 2008. Davies said this drop was due to a lack of M&A activity ALB

Salt 出任年利达亚洲区主管合伙人

本

月，年利达现任亚洲区主管合伙人邵子力离开年利达进入律所客户摩 根大通任职，在伦敦工作的 Stuart Salt 获任命主管亚洲律所经营。 Salt 目前负责年利达的欧洲、中东和北非（EMENA）业务，其继任者确定后 将不再担任现职。年利达发言人表示，律正启动会商流程，筛选继任者。 Salt 去年3月担任现职以来，在近两年的时间内积极发展 EMENA 地区业 务，邵子力于同期担任亚洲区主管合伙人，接替进入律所客户公司任职的 Giles White。此前，Salt 曾担任年利达亚洲银行和项目业务主管长达三年， 年利达主管合伙人 Simon Davies 认为，Salt 担任该职务时的突出表现是其 得到晋升的重要原因。他表示：“Stuart 拥有丰富的地区业务管理经验，在亚 洲市场的工作十分出色，是该职位的理想人选。” Salt 将重回香港办事处工作，负责管理年利达亚洲地区六个办事处和300位律 师，以及年利达中国业务联合经理 – Celia Lam 和 Marc Harvey。Salt 将充分发挥 在中东地区的工作经验，将中东作为亚洲业务的发展重点。Salt 表示：“亚洲地 区与 EMENA 地区之间的跨境交易是全球投资和事务所客户的业务的重点。” 2009–2010年财年，年利达收入达5.91亿美元，较之2008年同期下降 10%。Davies 认为，并购交易缩减是收入下滑的主因。 ISSUE 7.1

NEWS | news >>

Beijing >>

Latham & Watkins opens Beijing office

L

atham & Watkins has opened an office in Beijing, its fifth office in Asia and third in Greater China.

The firm had to wait three years before realising its ambitions in Beijing, due to local licensing regulations. “This is an ambition we’ve had for some time in having offices in the three regional centres for our China practice. Beijing was an important component and now we’ve got it,” said Hong Kong partner David Miles, who also sits on the firm’s executive committee. “[Before] we opened in Shanghai five years ago we discussed which office, Beijing or Shanghai, should come first.

For various client reasons we decided on Shanghai but it’s always been our ambition to have an office in Beijing.”

A number of partners and associates have transferred (or are transferring) to the Beijing office and the firm has recruited local associates. The lawyers advise on capital markets, crossborder M&A and corporate finance transactions. “It will be a transactional office initially and in the course of time it maydevelop into a much broader practice,” said Miles, who did not specify potential practices. “There are various areas we’re thinking about and we’ll be looking at Beijing as we do with all our offices, along our idea of multidisciplinary offices.”

Lathams considers the growth potential of China and the Asia region as “immense”, and Miles said the firm will consider opening offices in jurisdictions that liberalise their legal markets.

“At the moment we don’t have any further ambitions for Asian offices, but these are things we’re thinking about,” he said. “One of the constraints in Asia is that regulations in some countries mean international firms aren’t allowed but we’ll consider making a decision when those regulations and markets change.”

Lathams last year received a major coup when seven corporate lawyers left Allen & Overy to join the firm’s Hong Kong office. More recently its China team advised on Ming An Holdings’ US$239m privatisation. ALB

瑞生成立北京代表处

瑞

生律师事务所成立北京代表处，这是该所在亚洲成立的第五个分支机 构，是大中国地区第三间办公室。 由于受到本地执照监管的限制，瑞生等待三年后才实现进驻北京的目 标。David Miles 是瑞生香港办事处合伙人，亦是瑞生高管委员会成员，他 表示：“瑞生一直期望在中国三大区域中心城市建立办事处，开拓中国市场 业务。北京是该战略的重要组成部分，我们终于如愿以偿。上海办事处五 年前成立，在此之前，我们曾讨论应首先成立哪个办事处，北京，还是上 海。从客户角度考虑，我们决定首先成立上海办事处，但成立北京办事处 一直是我们的重要战略目标。” 瑞生亦将部分合伙人和律师调派（或正在调派）至北京办事处，同时亦在积 极招聘本地律师。律师的重点服务领域包括资本市场、跨境并购和公司金融交 易。Miles并未详细透露潜在的业务领域，他表示：“该办事处最初主要处理交易 性业务，随着时间推进，将开拓更多业务领域。我们正在考虑诸多业务领域， 我们将充分考虑北京的业务前景，积极贯彻跨领域服务的理念。” 瑞生认为，中国和亚洲地区拥有巨大发展潜力，Miles 表示，瑞生将考虑 在实现法律市场自由化的地区成立新办事处。他表示：“目前，我们尚无设 立更多亚洲办事处的计划，但我们正积极思索此类问题。”“亚洲地区尚存业 务发展的制约因素，部分国家的法规不允许跨国律所进入本地市场，一旦 此类法规和市场出现变化，我们将积极考虑是否扩大业务。” 去年，安理律师事务所香港办事处七位公司事务律师集体离职，加入瑞生。近 期，瑞生中国业务团队为民安控股价值2.39亿美元的私有化项目提供顾问服务。

www.legalbusinessonline.com

Update >>

Singapore 新交所为加强监督挂牌公司，计划出台新措施

2

009年12月9日，新加坡证券交易所出台36个建议于次日起 征询公众意见。这些建议当中包括许多认为是市场期待以久 的重要措施，包括涉及大股东（掌控公司的股东）股权的新 条例，以及涉及公司高管如董事，总裁，财务总监以及审计 师的修订条例。

建议中的新条例是：禁止停牌期间股权转移、掌控公司的股东 （下称大股东）须把所持公司股票存于托收公司、以及在某些情况 下，大股东抵押股票须向公司呈报，以进一步保障其他股东利益、 提高信息披露和透明度。 建议禁止股票停牌期间的股权转移，同时，新交所也建议规定所 有大股东和他们的同伙，把所有直接及间接持有的股权，交托给中 央托收公司或一家与新交所有安排在停牌时禁止股权转移的托收机 构。这将增加股东们的信心，也是大股东作出承诺的一个讯号。此 外，它也能让人更清楚大股东所持股权情况，使新交所更能把握对 大股东的管制。 在一些情况下，股东必须在两天内书面通知公司已把股权充作保 证安排（抵押／担保承诺）。因为在某些情况下，这类安排可能导 致有关股权的转移，使公司易主。 在任何以下情况，股东须在规定时间内书面通知公司：一、如果 股东所抵押的股权达到或超过缴足资本的30％（根据企业收购准 则的定义）；二、有关股票权益一旦执行，可导致公司违反贷款契 约；三、有关股东是掌控公司的最大单一股东，而且充作担保的股 票达到或超过该股东持有的股权的一半。 此外，新交所也建议审计委员会对公司内部控制与风险管理制度 的评估须在常年报告书中披露（原本虽需评估，并没规定在常年报 告书中披露）；以及建议新上市主板公司考虑委任监管顾问，这是 新措施，但非强制性。 其他建议中的条例修订和新措施包括：遭受当局调查的公司在委 任董事、总裁、财务总监和审计师时须经新交所批准；必要时新交 所将采取行动对付违规或不合作的公司要员或董事（如公开谴责、 不批准委任）；财务总监辞职须向新交所确定是否与董事会意见分 歧；任何时候公司都必须有最少一个独立董事在位（所有挂牌公司 都须遵守）；挂牌公司若主要子公司在海外， 有关子公司须委任一位居住新加坡的董事；若 公司与审计师都在海外，公司的账目必须由一 家新加坡审计师联合签名。 公众自2009年12月10日起至1月15日可对有 关建议提出意见。若一切顺利，有关建议预期 在2010年年中可开始实施。

陶丽 企業事務部法律顧問 Ph: (86) 13911000063 Fax: (65) 6534-0833 E-mail: taoli@loopartners.com.sg

陶丽

盧寶琪 企業融資部經理 Ph: (65) 6322-2222 Fax: (65) 6534-0833 E-mail: kittylo@loopartners.com.sg 俊昭法律事務所 88 Amoy Street, Level Three, Singapore 069907

盧寶琪

21

NEWS | news >>

news in brief >> Hwang Mok Park gains new Shanghai office Korean firm Hwang Mok Park’s merger with boutique litigation firm Hanseung has helped it to acquire an office in Shanghai. Hanseung’s two-year-old Shanghai office will form part of the newly merged firm, which has been operating under the Hwang Mok Park brand name since Sang II Park Hwang Mok Park September 2009.

The new office extends Hwang Mok Park’s presence beyond Korea for the first time. Currently it is staffed with three partners, including office head Young Gyu Kim, but the firm plans to build up the practice further.

Partner Sang II Park said that Hwang Mok Park has formed good working relationships with PRC firms – especially Jun He – through its membership of the Lex Mundi network. “We’ve worked with [Jun He] on many cases and, although we don’t have any official alliances, we’ve noticed that through the network we’ve gained a lot of referrals from other member firms,” said Park.

法务法人中正律师事务通过合并获得上海 代表处

韩国法务法人中正律师事务所（Hwang Mok Park） 与韩国诉讼业务小型律所 Hanseung 合并，由此获得 Hanseung 有两年历史的上海代表处。新上海办事处使 法务法人中正的业务首次扩展至韩国以外。目前，该办 事处拥有三位合伙人，包括办事处主管 Young Gyu Kim， 该所计划进一步扩大上海办事处规模。 合伙人 Sang II Park 表示，借助 Lex Mundi 网络的会 员身份，法务法人中正已与中国律所建立良好的合作关 系，尤其是君合律师事务所。Park 表示：“我们在多个 案件的办理过程中与君合建立合作，尽管双方并未正式 建立联合，我们注意到，借助该网络，我们已得到诸多 其它成员律所的推荐。”

Shanghai novelist instructs Beijing Yingke against Google Shanghai author Mian Mian has accused Google China of copyright infringement and has filed a lawsuit after Google scanned one of her books into its library. Beijing’s Yingke Law Firm has been instructed on the matter, with the author seeking damages of US$8,950 and a public apology from the search giant.

Filed last October and heard at the Haidian District Court in Beijing, Mian’s suit is the first civil lawsuit against the technology provider in China over the scanning of books into its web library. “Mian is the first Chinese writer who accuses Google of copyright in the name of herself, and the case could encourage more Chinese writers to get involved in copyright protection,” said Sun Jingwei, a partner at Yingke.

上海作家聘用北京盈科状告谷歌

上海作家棉棉近期对谷歌提起诉讼，称谷歌未经授权扫 描其作品《盐酸情人》中的部分内容，并将其上传到谷 歌的“图书搜索”中，侵犯了其著作权，要求谷歌公开道 歉并赔偿约8800美元。 此案诉状于去年10月提交，已在北京海淀区人民法院 开庭审理，此案是中国首个针对搜索引擎服务提供商扫 描图书收录于电子图书馆的民事诉讼。棉棉聘请了北京 盈科律师事务所合伙人孙景伟做为代理律师。孙景伟表 示：“棉棉是中国首位以自己名义起诉谷歌侵犯版权的中 国作家，此案将鼓励更多中国作家参与版权保护。”

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Hong Kong >>

OMM lawyers launch new firm and merge with Shearman Hong Kong

S

hearman & Sterling’s Hong Kong office will gain Hong Kong law capability after it merges with the new law firm of two former O’Melveny & Myers (OMM) lawyers.

Matthew Bersani Corporate lawyers Colin Shearman & Sterling Law and Peter Chen left OMM in late December to launch their own Hong Kong law practice, Colin Law & Co. That firm will be merged into Shearman & Sterling’s Hong Kong office, giving Shearmans a strategic advantage providing a local law service.

Having launched its Hong Kong office in 1978, Shearman & Sterling now intends to build up its office with a critical mass of locally qualified lawyers, required under the Law Society of Hong Kong’s regulations.

The move is a major step for the firm as it will provide the six-partner office with an avenue to advise Chinese corporations, focusing on both international and local laws in its principle specialities – M&A and capital markets.

Once Shearman Hong Kong has enough locally qualified lawyers, Law and Chen will be transferred across to Shearman & Sterling, providing the firm with an extra arrow in its quiver.

“[The] inability to provide that was an inconvenience previously and we think this will open a lot more opportunities for us,” said Shearman’s Hong Kong managing partner Matthew Bersani.

“There’s a market-wide preference for law firms that can service both [local and international laws] as increasingly more deals involve multiple jurisdictions. It’s been an accelerating trend and now a permanent fixture in the Hong Kong legal market. For us it was a ‘need-to-have’, not a ‘nice-tohave’,” Bersani said.

Another international firm to have gained Hong Kong law capability through strategic partner appointments was Weil Gotshal & Manges. In October last year it formed an association with the new law firm of two former Simmons & Simmons lawyers, Henry Ong and Jasson Han. PRC firm King & Wood also saw its three year association with Hong Kong’s Arculli Fong & Ng come to fruition last year, gaining Hong Kong law capability through its merger.

Colin Law joined OMM in 2006, a year after being made partner at Lovells. Both Chen and Law headed up several capital markets deals while at OMM – the duo most recently advised the underwriters in Mingfa Group’s US$276m global offering in February 2009. ALB

原美迈斯律师成立新律所，与 Shearman 香港 办公室合并

S

hearman & Sterling香港办事处与香港Colin Law & Co 律师事务所合并，进一步巩固香 港法律服务实力。 Colin Law & Co事务所由两位原美迈斯公司业 务律师创办 – Colin Law 和 Peter Chen 。2006 年，Colin Law 在路伟担任合伙人一年后，加入 美迈斯。Peter Chen 和Colin Law 在美迈斯均曾 担任多个资本市场交易的业务负责人，二人近期 曾参与2009年2月明发集团2.76亿美元的全球募 股项目，担任承销商的法律顾问。 Shearman & Sterling 于1978年成立香港办事 处，此次合并是 Shearman & Sterling 业务发展 的重要一步，合并后的香港事务所将拥有六位合 伙人，可为中国公司提供顾问服务，将国际法律 和本地法律服务作为业务重点，发挥专业优势， 积极开拓并购和资本市场。 Shearman 香港办事处聘请的合资格本地律师

达到人数要求后，Colin Law将Peter Chen转赴 Shearman & Sterling其它办事处任职，充分发挥 自身优势，提高事务所竞争力。Shearman 香港办 事处主管合伙人 Matthew Bersani 表示：“服务实 力不足掣肘业务发展，此次合并将为我们带来更 多业务机会。”Bersani 指出：“随着涉及多个司法 管辖地的交易越来越多，市场越来越青睐能够跨 法律体系（本地和国际法律）提供服务的律所。 该趋势正加速发展，现已成为香港法律市场不可 或缺的服务标准。对我们而言，这种服务能力必 不可少，而非锦上添花。” 威嘉律师事务所是另一家通过战略合伙人任 命获得香港法律服务能力的跨国事务所。去年 10月，威嘉与两位原西盟斯律师 Henry Ong 和 Jasson Han 成立的律所建立业务联合。中国律所 金杜亦于去年同夏佳理方和吴正和律师事务所建 立联合，通过合并获得香港法律服务能力。 ISSUE 7.1

NEWS | news >>

Nanjing >>

Gaopeng launches in Nanjing via merger G

Unlike Longan, which has just opened in Nanjing but also plans to launch new offices in Hangzhou, Ningbo, Tianjin, Chengdu and Hong Kong in coming years, Gaopeng has no immediate plans for more offices. “The timing for expansion is not so much the issue; we don’t have such elaborate plans. I believe it should happen naturally along with business flows. If there is a firm out there

aopeng is the latest firm intent on expansion to take advantage of the improving economic climate to open a further office. It has announced Wang Lei an office launch in Gaopeng Nanjing, via a merger with Jiangsu Hailiang Law Firm.

Gaopeng will relocate partners to Nanjing to focus on corporate, capital markets and litigation.

The Nanjing move follows the opening of Yangzhou and Taizhou branches and completes Gaopeng’s desired expansion in the Yangtze Delta Region.

“Being a smaller local firm, Hailang needs a larger space and platform to upsize their practice. The launch of the new office recognises the need to establish ourselves in emerging regions,” said Wang Lei, the managing partner of Gaopeng.

with a great pitch, we will not forsake the possibilities,” Wang said.

Neither is he forsaking the possibilities of expanding internationally. “Although at this time, we don’t have plans to expand overseas, we welcome international firms who are interested in establishing a presence in China to speak with us,” the managing partner added. ALB

高朋通过合并成立南京分所

在

经济形势持续改善的有利环境下，高朋近期通过与江苏海浪律师事务所合并在南京成立分所。高 朋将派遣数位合伙人赴南京工作，业务重点包括公司事务、资本市场和诉讼。 继扬州和泰州分所成立之后，南京分所的成立帮助高朋完成长三角地区业务扩张的战略。 高朋主管合伙人王磊表示：“海浪是规模较小的本地律所，需要更广阔的空间和平台提升业务。全新 分所的成立有助于我们充分把握该新兴地区的业务机会。” 隆安律师事务所近期也在南京成立分所，还计划未来数年内在杭州、宁波、天津、成都和香港成立 分所，高朋与之不同，并无成为更多分所的计划。王磊表示：“业务扩张的时间安排并不重要，我们 没有既定的扩张计划。我认为，随着业务的增长，扩大规模顺理成章。如果出现理想的业务机会，我 们绝不会放弃扩大规模的可能。” 高朋同样不会放弃扩大国际业务的机会。王磊表示：“尽管高朋目前没有扩大海外业务的计划，但我 们欢迎有意进入中国市场的跨国律所与我们商谈合作可能。”

MARTIN HU & PARTNERS

胡 光 律 师 事 务 所

Martin Hu & Partners maintains

both the international level of professional disciplines and the on-the-ground understanding of Chinese markets and extensive knowledge of industry-specific issues needed to handle complex cross-bordertransactions involving China.

Attorneys at Martin Hu & Partners (MHP Law Firm) have long been retained by well-known multinational companies and recognized by legal communities for their professional, efficient and often innovative services for clients since 1999.

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Contact Us Martin Hu & Partners 19th Floor, Yongda International Tower 2277 Longyang Road, Shanghai 201204 Tel.: +86 21 5010 1666 Fax: +86 21 5010 1222 E-mail: info@mhplawyer.com Website: www.mhplawyer.com

23

NEWS | news >>

news in brief >> Judge handed life sentence in latest corruption crackdown In compliance with President Hu Jintao’s latest endeavours to crackdown on corruption, a former Chinese Supreme Court judge Huang Songyu has become the latest top official to be prosecuted for bribery.

Huang was convicted of taking approximately US$570,000 in bribes from 2005 to 2008 while he was deputy head of the Supreme People’s Court and of embezzling US$175,000 in 1997 while serving on a lower court in the south. He is the first official of his stature to be tried and convicted on such charges.

The matter was heard in the Langfang municipal intermediate court in the Hebei province. Huang was sentenced to life imprisonment and had all his property confiscated under the ruling.

最高法原副院长黄松有贪污被判无期

最高法原副院长黄松有因受贿贪污一审被判无期。河北 省廊坊市中级人民法院近日作出判决，认定黄松有犯 受贿罪和贪污罪，决定执行无期徒刑，剥夺政治权利终 身，没收个人全部财产。 在2005年至2008年间，黄松有利用担任最高人民法 院副院长的职务便利和职权、在有关案件的审判、执 行等方面为广东法制盛邦律师事务所律师陈卓伦等五 人谋取利益，先后收受上述人员钱款共计折合人民币 390万余元。

Region >>

Loughey appointed GC for RBS Asia

T

he Royal Bank of Scotland (RBS) has appointed Michael Loughney as its general counsel for the AsiaPacific region. He will lead a 70-strong legal team across the region and will continue to be based in Hong Kong, as he is currently the company’s head of group legal for its global banking & markets (GBM) group.

Loughney joined RBS in 1998 as head

of legal and compliance for financial markets in New York. He moved to London in 2004 where he became deputy to the head of GBM legal, and head of group legal, where he was responsible for the credit trading and distribution areas of the bank.

Loughney will replace Tony Corcoran, who is reportedly returning to Australia at the end of this year. ALB

Loughey 担任苏格兰皇家银行亚洲区总法律顾问

苏

格兰皇家银行任命 Michael Loughney 担 任亚太区总法律顾问。Loughney 将带领 70人组成的法律团队，工作地点仍在香港，他 现任苏格兰皇家银行全球银行和市场业务部法 务主管。 Loughney 于1998年进入苏格兰皇家银行，在 纽约担任金融市场法律及合规主管。他于2004 年转赴伦敦工作，担任全球银行和市场业务部 副主管和部门法律主管，负责银行信用交易和 分销领域的工作。 据悉，Loughney的前任 Tony Corcoran 将于 今年年底返回澳大利亚。

Profile

Blancpain

Blancpain宝珀2010年情人节特别奉献 奢华珠宝腕表

2

010年情人节到来之际，Blancpain宝珀首次推出一款造型独特的珠宝腕表*。瑞士 勒布哈苏的制表大师们精选500多颗钻石和粉红宝石，以及世界上最小的自动上 链的机芯——Calibre 615，打造出此款令人惊叹的腕表。作为2010年情人节的特 别献礼，这款腕表全球限量发售仅14枚。 相信这款精湛非凡的腕表是对美好爱情和女性柔美气质的赞美与歌颂。白色和粉色相搭 配的珍珠母贝表盘；镶嵌有500多颗钻石和粉红宝石的表圈；12点钟位置配有一颗心形钻 石，与表扣上镶嵌的一颗梨形粉红宝石相得益彰。 这款双指针腕表的卓绝之处更在于其纤细的机芯。Blancpain宝珀又一次将其引以为 傲的、著名的“贵妇鸟（Lady Bird）”机芯——Calibre 615装置于腕表中——透过蓝宝 石水晶表壳底盖，便能欣赏到这枚迄今为止世界上最小的绝妙机械之作。 您可根据自己的喜好，选择白色或黑色真皮表带。精心设计的表盒更是将完美和 爱意以及这款限量版（14块）情人节腕表的优雅魅力呈现给您心爱的人。 媒体垂询，请联络 BLANCPAIN宝珀上海办事处 张淼小姐/佘佳琳小姐 电话: 021-24125265/5228 传真: 021-24125005 E-mail: suki.zhang@sh.cn.swatchgroup.com tudy.she@sh.cn.swatchgroup.com

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ISSUE 7.1

NEWS | news >>

Hong Kong >>

Zhong Lun opens Hong Kong office

C

lients can now find a brand new Zhong Lun office in Hutchison House in Hong Kong's Central district, the same building that King & Wood and Baker & McKenzie have as their Hong Kong address.

Three years after King & Wood and Jun He opened their Hong Kong offices, Zhong Lun, Zhang Xuebing another top-tier player in the mainland, has Zhong Lun finally planted its flag in Hong Kong. The new Hong Kong office is the firm's seventh location, and operates in association with local Hong Kong firm Roger Ho & Co. "We started planning to open an office in Hong Kong two years ago. We took the time to search for the most fitting associate Hong Kong firm, because it is a determining factor to our Hong Kong office's success and ability to offer quality services," said Zhang Xuebing, Zhong Lun's managing partner who also serves as the president of the Beijing Lawyers Association.

Roger Ho & Co is a relatively new member in the market, but its founder and managing partner Roger Ho is a veteran corporate finance and capital markets lawyer who previously practised at Jones Day and White & Case, and has served as legal counsel in China International Capital Corporation in Hong Kong.

Ho will oversee Zhong Lun's new Hong Kong operation, where six lawyers are currently stationed. Among them is partner Jiang Xiansheng, a foreign lawyer registered with the Law Society of Hong Kong.

Zhang notes that Zhong Lun will follow in the footsteps of King & Wood and Jun He by merging with its Hong Kong association firm after the required three-year period to offer clients dual law capability (Hong Kong/PRC law).

"The trend is obvious that mainland companies are coming to Hong Kong to raise capital or to set up a base for overseas expansion on an even greater scale. The needs for a firm to be able to offer both PRC and Hong Kong legal advice are enormous and far from being covered. I expect more PRC firms will follow suit to service this emerging segment," said Zhang.

He is confident that by riding this trend the Hong Kong office will be one of Zhong Lun's fastest growing branches. ALB

中伦设立香港分所

中

伦在香港中环和记大厦设立全新分所，为客户提供服务，金杜及麦坚 时律师事务所香港分所亦位于该大厦内。 金杜及君合在香港成立分所三年后，中伦作为中国大陆的一流律所，终于 进驻香港市场。新办事处是中伦的第七处分支机构，与香港本地的何嘉杰律 师事务所联营。张学兵现任中伦主管合伙人，同时兼任北京律师协会会长， 他表示：“我们两年前便开始计划在香港成立分所。我们投入大量时间寻找最 合适的香港本地合作律所，因为这是中伦香港分所业务能否成功及能否提供 高水准服务的决定因素。” 何嘉杰律师事务所在香港市场的业务历史相对较短，但该律所创始人兼主 管合伙人何嘉杰律师在企业金融和资本市场领域经验丰富，曾在众达和伟凯 律师事务所执业，还曾担任中国国际金融有限公司香港业务法律顾问。何嘉 杰将负责中伦香港业务的经营，该办事处目前已拥有六位律师。合伙人江宪 胜亦将在香港分所执业，江宪胜是在香港律师会注册的外国律师。张学兵指 出，中伦将效仿金杜和君合的业务模式，与香港本地律师事务所联营满三年 后进行合并，从而获得提供两地法律服务（香港／中国法律）的资格。

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Beijing Rules on establishing partnerships by foreign enterprises or individuals

O

n 25 November 2009 the Administrative Rules on establishing partnerships by foreign enterprises or individuals within China’s territory (“Partnerships Rules”) were promulgated by the State Council of the PRC. Coming into effect on 1 March 2010, the main content of the Partnerships Rules are as follows:

1. Forms of partnerships established by foreign enterprises or individuals

According to the Partnerships Rules there are three forms of partnerships established by foreign enterprises or individuals: I. Two or more foreign enterprises or individuals establish partnerships in China and the partners are all foreign ones; II. Foreign enterprises or individuals and domestic enterprises or individuals or other entities jointly establish partnerships in China; and III. Foreign enterprises or individuals become the partner of a partnership solely established by domestic enterprises or individuals or other entities, through joining in or acquiring the property share of the partnership.

2. Procedure

Compared to the procedure of establishing partnerships solely invested by domestic enterprises or individuals, an additional statement of compliance with foreign investment policy of the PRC shall be submitted to establish partnerships by foreign enterprises or individuals. However, the prior approval for foreign investment by the PRC government authority in charge is not needed, so as to make it easier and more efficient to establish partnerships by foreign enterprises or individuals.

This is different from establishing a Sino-foreign joint venture or wholly foreign-owned enterprise, in accordance with the law on Chinese Foreign Equity Joint Venture, the law on Chinese Foreign Contractual Joint Venture and the law on Foreign Capital Enterprise.

3. Special provision on partnerships with investment as its principal business

There is a lack of understanding and practical experience on risks of partnerships with investment as its principal business (such as PE or VC) and whether stricter supervising measures shall be adopted. The Partnerships Rules provides that (otherwise provided by the government authorities), such provisions shall prevail as written for the operation of partnerships established by foreign enterprises or individuals with investment as its principal business.

4. Relationship with existing law on partnerships

The Partnerships Rules is the supplementary and special regulation on partnerships in China. Those partnerships established by foreign enterprises or individuals shall also comply with other laws and regulations, such as the Law on Partnerships of the PRC and Registration and Administration Rules of Partnerships.

Su Bo

SU Bo Email: subo@guantao.com HU Shenglin Email:husl@guantao.com Tel: 8610 6657 8066 Fax: 8610 6657 8016

Hu Shenglin

25

NEWS | news >>

4Gas

►► LATERAL HIRES Name

Leaving from

Going to

Practice areas

Location

Lin Yang Tao Wang Xie Xiaoming Michael Fosh

Trade Team Trade Team DLA Piper Herbert Smith

Anti-dumping Anti-dumping M&A Corporate and securities

Beijing Beijing Beijing Beijing

Wu Guohua Wu Niping Jay Kolb

Kirkland & Ellis Cleary Gottlieb 4 Gas

RayYin & Partners RayYin & Partners Gaopeng Reed Smith Richards Butler Paul Hastings Orrick Vinson & Elkins

Beijing Beijing Shanghai

Wan Li Wu Yi Yi

Minter Ellison Rolmax Law Office

DLA Piper Minter Ellison

Iris Duchetsmann Royce Miller

Beiten Burkhardt Citigroup

Salans Freshfields

Private equity and M&A Private equity and M&A M&A, project development and finance Corporate M&A, FDI, corporate finance, employment and real estate Labour and employment Finance

Name

Firm

Title

Practice

Location

Jason Liu

Partner

PE and M&A

Beijing

Nicolas Groffman

Guangsheng & Partners Mallesons

Partner

Beijing

Karen Yan

Latham & Watkins

Partner

FDI, corporate and commercial, regulatory compliance Corporate and securities

Shanghai Shanghai Shanghai Hong Kong

►► Promotion

DLA Piper

Gaopeng & Partners

DLA lawyer joins Gaopeng as senior partner Former DLA Piper senior associate Xie Xiaoming has joined Gaopeng as senior partner. He will focus on cross-border M&A deals and strategic investment and restructuring advice. Xie joined Coudert Brother’s Beijing office in 2005, and after the implosion of Coudert he ended up with DLA Piper the following year.

Particularly noteworthy, though, are Xie’s reasons for moving from an international to a domestic firm. “There are many limitations to international firms practising in China and as the Chinese law evolves, these limitations are becoming more obvious and difficult,” he said.

Wanting to work closer with clients, Xie believes that ‘domesticating’ is a wise choice. “Domestic firms are more often than not the first point of contact for Chinese companies while international firms are usually referred. Being able to understand the culture of how Chinese clients work with domestic firms will definitely propel me further,” he said.

While the restrictions imposed on international firms is the main reason for his move, he also admits that he sometimes finds it hard to agree with the hefty legal fees that international firms charge. “Domestic firm fees are simply more reasonable,” he said.

Kirkland & Ellis

Paul Hastings

Paul Hastings adds PE partner in Beijing Paul Hastings has recently appointed private equity lawyer Wu Guohua, formerly an of counsel of Kirkland & Ellis in Chicago, as a partner in its Beijing office.

Before joining Paul Hastings’ Greater China team, Wu

26

Shanghai

practiced law in the US for eight years. During this period, she focused her practice on representing private equity and venture capital sponsors and their portfolio companies in all aspects of business transactions.

David Livdahl, chair of the firm’s Beijing office, commented that her experience advising on complex private equity and M&A transactions aligns perfectly with the needs of the firm’s clients.

Cleary Gottlieb

Orrick

Orrick’s innovative billing attracts new partner in Beijing The latest lawyer to join Orrick is Wu Niping, formerly a Cleary Gottlieb counsel in Beijing. Now a partner in Orrick’s corporate group (also in Beijing), she will continue to focus on M&A and PE transactions.

Wu Niping Wu’s appointment marks the third addition to Orrick’s China team in recent months: the firm hired capital markets partner Phoebus Chu from Paul Hastings in November, and relocated partner Thomas Tobiason from Silicon Valley to Shanghai in October.

Wu is equipped with a law degree and JD from Yale and more than a decade of experience working for clients such as Bank of America, Nokia, TPG. She has a positive outlook for the legal services market in her particular fields. “I think the M&A and private equity markets in China will continue to recover in 2010, although western private equity funds will increasingly face competition from domestic funds,” she said.

Vinson & Elkins

New M&A partner and associates for Vinsons Vinson & Elkins has recently added one partner and three associates to its Shanghai office.

The new partner, Jay Kolb, is an experienced international M&A and project development and finance lawyer with expertise in the energy industry, particularly Jay Kolb the development of LNG and oil and gas pipeline projects. Kolb joins Vinson & Elkins from 4Gas in Houston, an independent company dedicated to the developing and operating of LNG import and regasification terminals. Prior to joining 4Gas, he was a lawyer at Baker Botts for 25 years, where he opened and served as the partner in charge of three of the firm’s international offices – Moscow, London, and Baku.

Vinson & Elkins said that the addition of Kolb will support the next phase of the firm’s growth in Shanghai, which will see the current headcount of 11 legal professionals move to up towards 20-25.

In addition to the new hires in Shanghai, Vinson & Elkins has also promoted Nicholas Song from senior associate to counsel in Beijing, while recruited two new associates in Hong Kong.

Minter Ellison

DLA Piper

Minters loses Shanghai head...

Minter Ellison’s Shanghai office managing partner Wan Li has defected to DLA Piper where he will lead the firm’s corporate team in Shanghai. Before working in Shanghai, Wan worked in Melbourne, Sydney and Hong Kong.

Wan specialises in corporate Wan Li transactions relating to Greater China with a focus on the infrastructure and energy & resources sectors. He has spent the last two decades working on matters relating to China, advising on M&A transactions and restructuring.

Rolmax

Minter Ellison

... then finds new leader for Shanghai team After losing its Shanghai representative Wan Li to DLA Piper, Minter Ellison has found a new leader for its corporate team. Wu Yi Yi left Shanghai-based Rolmax Law Office where she was a partner, to rejoin Minter Ellison as the chief representative of the Shanghai office.

Wu first joined Minter Ellison’s Melbourne team in 2001 and was the acting chief representative of the Shanghai office in 2002.

Previously she worked for Blake Dawson and the InterContinental Hotels Group (Shanghai) as head of legal and associate general Wu Yi Yi counsel for Greater China.

ISSUE 7.1

NEWS | news >>

Beiten Burkhardt

Salans

Salans names new head of China labour practice Salans has appointed Iris Duchetsmann as head of its China labour group in Shanghai. She joined from the Shanghai office of German law firm Beiten Burkhardt, to strengthen the increasingly important nexus between the two countries.

Duchetsmann will focus on cross-border employment law in China, local labour law and international HR management, but also advises on residency, tax and social security issues. She is also qualified to give advice on labour law in Germany, which will provide a unique offering for Salans’ international client base in China.

Citigroup

Freshfields

Freshfields recruits Citigroup lawyer Freshfields recently announced that senior Citigroup lawyer Royce Miller has been appointed as partner in the Hong Kong office to lead the firm’s financial services practice in Asia.

Miller has been at Citigroup for over 15 years, most recently as Royce Miller managing director and general counsel of Citigroup’s Asia Pacific Institutional Clients Group. He was previously an associate at Cleary Gottlieb

where he spent seven years working on corporate securities and banking matters. Miller will work alongside Hong Kong-based financial institutions dispute resolution partners.

Various

RayYin

Trade team duo appointed as RayYin partners Lin Yang and Tao Wang have joined Beijing Office of RayYin & Partners. The duo are experienced in representing foreign and PRC leading manufacturers in trade remedy cases, like antidumping, countervailing and safeguard investigations.

Wang has been a deputy director of legal department of China Chamber of Commerce for Import & Export of Textiles for six years. Ha also has experience organizing and coordinating the exporters of textile industry to respond to the various antidumping, countervailing and safeguard investigation initiated by foreign countries.

Guangsheng & Partners

Guangsheng & Partners appoints new PE partner Former DLA Piper associate Jason Liu has been promoted to partner at Guangsheng & Partners, to head the firm’s PE and M&A practice group. The group currently consists of four partners and four associates.

Prior to his three years with DLA Piper, Liu practised at King & Wood, handling PE, venture capital, M&A and capital market related transactions.

Latham & Watkins

Yan enters Latham’s partnership Latham & Watkins recently announced that associate Karen Yan has been elected to its partnership.

Yan is a corporate attorney with a focus on securities offerings, public company representation, private equity transactions and cross-border mergers and acquisitions.

She received a JD from the University of California, Berkeley, School of Law in 1997.

Mallesons Stephen Jaques

Mallesons lawyers enters partnership Mallesons Stephen Jaques recently announced the appointment of Nicolas Groffman as an M&A partner in its Beijing office. He joined Mallesons in 2004 and has been practising in China for over 10 years.

Groffman has a broad-based corporate and M&A practice with a focus on China foreign direct investment (FDI), corporate and commercial and regulatory compliance. He has particular expertise in the telecommunications and media, real estate, climate change and clean energy sectors, as well as experience in the areas of labour law, construction, automotive, and financial services industries.

Firm Profile

Longan Law Firm

法律秩序需要至高权威

2

001年，商标法进行了修改。那么，修改 后的商标法是否溯及既往便直接关乎法 律秩序与社会公平。就此问题，最高法 院通过对佛山市圣芳（联合）有限公司 （下称“圣芳”）与世界医药巨头美国强生之间的 采乐商标争议案判决的方式做出了权威判定。 圣芳与强生的采乐商标争议，被称之为中国 品牌第一讼：强生于98、99年两次向国家工商 总局商标评审委员会（下称“商评委”）申请撤 销圣芳的采乐商标，其申请均被驳回。依据当 时商标法之规定，强生既无权行政再议，亦无 权诉讼，前述裁定已为不可变更之终局裁决， 该案似乎已经结束。 2002年，强生依据修改后的商标法第3次向 商评委申请撤销，此次商标委出人意料的裁 定撤销圣芳采乐商标。随后，圣芳在北京一中 院及北京高院两级法院审理中均遭败诉。若想 保住投入巨资精心打造的品牌，圣芳唯有入禀 最高法院以求再审，此时，圣芳的采乐商标已 是命悬一线。 2008年，北京隆安徐家力律师作为圣芳第一代

www.legalbusinessonline.com www.legalbusinessonline.com

理人于最高法院庭审中陈词：（1）修改后的商标 法不应溯及既往，商评委一事二审，不仅伤及圣 芳利益、且危机社会公平与法律秩序；（2）圣芳 采乐与强生采乐不是同一商标；（3）争议商标与 引证商标并无混淆之可能。2009年10月22日，最 高法院对此案做出最终判决：采纳圣芳的观点并 撤销商评委裁定及北京一中院及高院的判决。 如果说，最高法院收回死刑复核权是对生命 的珍视。那么，当法无明文规定则不应溯及既 往这一原则受到质疑时，最高法院以判例的方 式行使至高权威使这一原则得以捍卫，从而保 障了社会公平与法律秩序。就此而言，法律秩 序亦需要至高权威。 Jiali Xu, Managing Partner Email: jialixu@longanlaw.com Longan law Firm Room188, Beijing International Club, 21 Jianguomenwai Street, Beijing 100020 Tel: 8610 65325588 Fax: 8610 65323768 Mob: 86 13601011122 www.longanlaw.com

27

FEATURE | New Year messages >>

Chinese New Year messages 中国国际经济贸易仲裁委员会 于健龙

副主任兼秘书长 一览亚洲律师， 无余业界动态。 来年更上层楼， 共赢无限风光。

祝《亚洲法律杂 志》2010年带给阅读者 关于律师界更多及时而有价值的信息！

Tesco Property Gordon Liu Property legal director

Kim Yunken General legal counsel / senior vice president ALB opens a window for us to understand the latest legal information in Asia.

On the occasion of the arrival of the New Year, I wish all the readers and friends a happy new year and good luck for everything!

GTC Real Estate China Sabrina Zeng General counsel

ALB China is one of the leading law magazine publications in the Asian industry. I wish you good luck and great success in the coming New Year and I wish ALB readers all the best in 2010.

ALB China dominates the legal elite of China.

We profoundly wish your progress each and every day to be a window that ushers China’s legal professionals into the world.

Jiangsu Co-Far Law Firm

Cenlaw & Partners

Henry Tang Senior partner ALB China focuses on Chinese market with a global vision, not only provides the trend of legal industry, but cares about the development strategies of Chinese law firms. ALB China is worth the subscription. We wish ALB China and its readers all the best in 2010.

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Samsung China

Leonard Yu Partner 风雨兼程锐意进取打造 亚洲一流名刊，群英荟 萃海纳百川再塑律师精 英形象。亚 洲法律杂 志中国版为律师与读者 提供了一个良好的交流平台，使律师走 近读者，让读者了解律师。预祝读者们 在2010 年身体健康，万事如意！

美的电器

张成明 总法律顾问

开放的中国，全球的市 场，老板们看到了商业 机会的无限，也看到了 江湖规矩的迷乱。将军 需要军师，老板需要律 师，律师都喜欢看《亚洲法律杂志》。 2010之前，我不断地为ALB许多未曾 谋面的朋友的辛勤努力而感动，2010 以后，我会不断地感受到ALB在中国 的荣耀和影响。2010，祝正在阅读的 你，身体健康，万事如意！

Horwath Capital China Linda Wang Director, tax & business advisory

Motorola (China) Electronics Grant Tao Lead commercial counsel ALB China has for years benefited both lawyers in private practice as well as the in-house community.

If the Year of Tiger calls for ferocious creativity, we can only expect ALB China to get even better and stronger! We wish all ALB China readers a happy and prosperous New Year for 2010.

Sheppard Mullin Todd Bissett Managing partner of Shanghai Office

Horwath is an old friend of ALB China. ALB provides us opportunities to work together with many famous law firms and lawyers in China, most of them are ALB annual legal award winners. As a new decade starts, we wish ALB China and its readers all the best in 2010.

ALB is a valuable resource for any professional with a focus on the Asian market.

All of us at Sheppard Mullin wish only the best to ALB’s readers in the year of the Tiger.

Wincon Law Firm

Zhong Lun W&D

Sun Dexin Partner For years ALB China has been one of the best legal service guides for Chinese enterprises. We wish ALB China and its readers a successful and prosperous year in 2010.

Lin Wei Partner 2010——我们迎来了 与ALB间合作的七岁生 日。七年铸就了ALB在 亚洲法律刊物中的领先 地位，七年也成就了我 们中伦文德律师事务所在全球律师界的 广泛影响力。预祝中伦文德与ALB在新 的一年里携手并肩、共创辉煌！

ISSUE 7.1

FEATURE | New Year messages >>

Run Ming Law Office Wang Yadong & Liu Yi Executive partners

Martin Hu & Partners

Global Law Offices

Martin Hu Senior partner

ALB China has served as a gateway through which legal practitioners may glean update information on the ever-changing landscape of legal business in Asia. At the beginning of the New Year, we wish ALB China and its readers all the best in 2010.

It’s always fun to read ALB China, which often brings a relaxing moment to the demanding hours in the office. I feel connected with other lawyers in companies and law firms through ALB China. On behalf of all my colleagues I wish ALB China and its readers all the best in the Tiger Year 2010.

ALB’s active coverage of, profound insight into and far-reaching vision of the legal market has made it a leader in Asia and a great partner to help Asian legal profession to grow. We wish ALB China and its readers a successful year in 2010.

Sunshine Law Firm

China Legal Career

Cuatrecasas, Gonçalves Pereira

Jane Chen Managing partner

Fraser Xia Managing director

Omar Puertas Managing partner (Shanghai Office)

ALB China has been winning a wide reputation for its dedicated efforts to promote co-operation between business enterprises and lawyers.

May the excellence and outstanding achievements of ALB China continue to develop with each passing day!

ALB China is a good way for us to stay current in the market. As a legal recruiting firm we heavily rely on the publication‘s timely and rich information, to keep track of market trends, events and movements. At the turn of the New Year, let me thank all staff at ALB China for their hard work. I also wish the magazine prosperity in 2010 to bring its quality up to the highest level.

As the New Year approaches, I would like to thank ALB China for having helped us acquire a better understanding of the Asian legal market and its players during 2009. I would also like to send all those who, like me, read ALB China our best wishes a Happy Christmas and a very satisfying year in 2010.

Rebollo Abogados

Llinks Law Offices

Fried Frank

Javier Perez Partner (Shanghai Office)

Christophe Han Managing partner

ALB China provides an extremely targeted and cost-effective way of getting information about our services to potential clients in the city of Shanghai and elsewhere in China.

I hope that 2010 will bring to ALB China’s team and readers health, love and joy.

ALB China has provided an excellent platform to serve the legal community in China. Llinks will continue to provide innovative and strategic legal advice for our clients and we look forward to sharing legal insights with ALB China readers in the coming year. Llinks also wishes the magazine and its readers a happy and prosperous year in 2010.

GoldenGate

Rayyin & Partners Tim Meng Managing partner

Yi Zhou Managing partner

JSM

Liu Jinrong Managing partner

Elaine Lo Asia chair and senior partner As we head into the New Year we are proud to continue to offer global solutions and local strengths to our clients. We are delighted to continue to work with ALB China in sharing the latest legal news and developments. May we take this opportunity to wish ALB China and its readers a successful and prosperous Year of the Tiger.

King and Wood Wang Ling Managing Partner Thank you ALB for your continuous support of the Chinese legal industry. Let’s close the chapter of 2009 with fond memories and open a new chapter in 2010 of peace, harmony and exciting opportunities for all!

Jun He Huen Wong Managing partner Asia ALB China 历年不断 树立榜样，领导同侪。 法朗克全体仝人祝愿 ALB China的读者虎年 吉祥。

Grandall Legal Group Wang Weidong Managing partner

Xiao Wei Managing Partner 经过六年多的悉心经 营，《亚洲法律杂志中国版》已发展成为亚 太地区最具权威性的法 律杂志之一。值此虎年 新春来临之际，谨代表君合律师事务所 通过本杂志祝愿各位读者及法律界同仁 在新的一年中身体健康、事业顺利！

Pachulski Stang Ziehl & Jones LLP Malhar S. Pagay Partner

Congratulations to ALB China as it approaches its seventh anniversary year.

The magazine has been at the forefront of providing legal news and events in China and the AsiaPacific. It continues to connect members of the international legal and business community in our increasingly globalised world. GoldenGate wishes ALB China and its readers a Happy New Year.

ALB is one of our best friends and partners over the years. We enjoy reading it and sharing our happiness with all readers of ALB. We still remember how excited we were when we saw Yvonne in our fifth anniversary beach party last year… We wish ALB and its readers a prosperous Year of Tiger!

2009 was a challenging year for many. I must congratulate ALB in helping the PRC legal profession as a whole, collating all the major events and news relating to who’s doing what for lawyers, clients, inhouse counsel etc. ALB is contributing to the raising of the standard of the bar in PRC,and wish ALB readers a great year ahead in 2010!

Congratulations to ALB as it enters its seventh year of providing timely information and insightful commentary to Asia’s legal and business communities. Best wishes for a happy and prosperous Year of the Tiger to ALB and its readership.

江苏永衡昭辉律师事务所

Lee and Li, Attorneys at Law

Zhejiang L&H Law Firm

Jiangsu New Talent Law Firm

陈应宁 管理合伙人

虎虎生威！

我们通过ALB了解亚太 法律动态，读者通过 ALB了解我们。永衡昭 辉律师事务所祝ALB及 广大读者新春快乐、

www.legalbusinessonline.com

C V Chen Managing partner Nigel N T Li CEO & partner ALB China is a reputable publication in the legal field. It has been our pleasure to participate in its publication and activities. We wish ALB China and its readers good health and great success in the Year of the Tiger.

Chen Si Yun (Jimmy Chen) Partner ALB China has provided a lot of helpful information and legal material to us in the past year. We hope to become an international law firm through co-operation and wish ALB China readers a great future.

Leon Shao Director ALB China is one of the key ways to help Chinese lawyers to get into the world market, which has grown rapidly during the past years. I wish ALB China prosperity and growth alongside the Chinese companies and the legal profession in general in the next decade.

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FEATURE | watchlist >>

CHINA

As the industry enters the New Year with a renewed sense of optimism, ALB China singles out ten firms that are set to have a bigger 2010 than most. The reasons for including some firms, such as the soon to be merged Hogan Lovells, are obvious. The other names on the list might be not as familiar, but they are equally capable of distinguishing themselves with their own strategy, unique brand and philosophy. Keep an eye on these ten firms throughout 2010

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2010

ISSUE 7.1

FEATURE | watchlist >>

The merger of Hogan & Hartson and Lovells will create the fifth-largest international firm by headcount in Greater China

E

Crispin Rapinet, managing partner

Hogan Lovells Quick statistics

veryone at Hogan Hartson and Lovells will have an exciting and busy few months ahead, as the two firms prepare for the merger taking effect on 1 May. Once merged, Hogan Lovells will become the ninthlargest firm in the world and the fifth-largest international firm in Greater China by headcount. Many observers tip the Hogan-Lovells deal to be the catalyst to a whole raft of similar deals across the Atlantic. As firms jockey for position in the post-GFC market, Lovells’ managing partner for Asia Crispin Rapinet gives them credence. “The combination of two major firms will change the marketplace because of the competitive pressure it puts on other firms. My guess is that we will see more transatlantic mergers over the next few years,” he said.

While the two firms still need to achieve certain regulatory clearances before deciding on fee rates and salary scales, both sides have already started focusing on the integration process. The leadup to May will be critical, as the firms will be working together closely on IT platforms, HR policies, office premises, leadership, and overlapping staff and practice areas. The Hogan/Lovells merger process and its repercussion in the region’s legal industry will be keenly observed throughout 2010.

• Total number of partners in Greater China (after merger): 25 • Total number of lawyers (ex partners) (After merger): 143 • Number of offices worldwide (after merger): over 40

One of the few firms permitted to open two mainland offices at once, Winston & Strawn enjoys strong growth prospects on an anticipated flood of China-US deals

2

Simon Luk, chairman for Asian Practice

Winston & Strawn Quick statistics

• Total number of partners firm-wide: 422 • Total number of lawyers (excluding partners) firm-wide: 486 • Offices in China: Beijing, Shanghai and Hong Kong • Number of offices firm-wide: 14

www.legalbusinessonline.com

009 saw Winston & Strawn making an eye-catching debut in the PRC market – opening two separate offices in Beijing and Shanghai.

Late last year, the firm obtained licences for the two offices from the Ministry of Justice through the acquisition of the PRC legal practice of the dissolved Heller Ehrman. Since then, the firm has quickly built up a team of experienced practitioners in the mainland, led by partner Ge Xiangyang in Beijing and Bertrand Theaud in Shanghai. (Ge and Theaud joined from Baker & McKenzie and DLA Piper respectively).

The opening of the offices provided a base for the firm’s international trade practice, which already had a docket of major Chinese representations. Highlights in 2009 included Winston & Strawn’s representation to the government of China in a WTO appeal of the United States’ imposition of prohibitive tariffs on imports of Chinese auto and light truck tires; and the firm’s representation to Tianjin Pipe in the antidumping and countervailing duty investigations of oil country tubular goods from China. The latter was the largest case ever brought against China, affecting nearly US$3bn in exports.

With the increase in Chinese outbound M&A transactions, particularly investment into the US, the firm is set to gain more Chinese clients seeking legal advice in the west. The two new offices will also bolster its international trade practice across the full range of trade remedy cases, as China emerges a stronger player in international trade. “We look forward to a strong 2010, with expansion in both headcount and market share…

We know we are operating in a competitive market but our client base provides us with wonderful opportunities to grow our practice,” said Simon Luk, chairman for the Asian practice.

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FEATURE | watchlist >>

With a unique “BRIC” strategy, this US boutique firm is breaking new ground

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Michael Diaz, managing partner

Diaz Reus Quick statistics

• Total number of partners firm-wide: 13 • Total number of lawyers (excluding partners) firm-wide: 48 • Year established: 1998 • Number of offices: 8 • Location of offices: Bello Horizonte, Bogota, Caracas, Frankfurt, Mexico City, Miami, Orlando, Shanghai

he market for legal services is fast becoming saturated, but Miamibased US boutique firm Diaz Reus & Targ stands out from the crowd, with its niche offering and global presence spanning the US, Latin America and China. In 2009, the firm opened offices in Shanghai and Brazil. Its strategy is clear and simple: focusing on international practice in emerging markets, particularly between China and Latin America. “Over the past few years, we have witnessed a dramatic increase in patterns of trade relations between BRIC countries and interest from western countries, especially the US and Europe, in the growth story occurring in these countries,” said Robert Lee, the firm’s China practice group leader. Lee noted that even during the global financial crisis, the BRIC countries haven’t lost their appeal, especially in terms of activity between BRIC nations.

In addition, the firm’s small size and niche focus give it a competitive edge over its rivals. It says it is more efficient and cost-effective and is able to make decisions quickly, while providing clients with quality service and round-the-clock attention because of its global coverage. “We are a new breed of international law firm, which affords us flexibility and the ability to respond quickly to our clients’ needs and market conditions,” said Michael Diaz, the firm’s managing partner. He expects that arbitration and litigation, M&A and regulatory compliance to be the three fastestgrowing areas in 2010. And China’s continual business interests in Latin America, Russia, the Middle East and Africa will keep the firm even busier in coming years.

Launching into Greater China with Hong Kong and Shanghai openings last year, how will this London firm gain a foothold?

2

Daniel Liew, Asia head

SJ Berwin

009 was a year of significant growth for London firm SJ Berwin. It opened a Hong Kong office in April, a Dubai office in September and a Shanghai office in October.

Former Dewey & LeBoeuf partner Daniel Liew, who was entrusted with the task of opening Dewey’s own Hong Kong office back in 2007 and is now the Asia head of SJ Berwin, is overseeing the firm’s operations in Hong Kong and Shanghai. “We have felt for some time that it is a market to be in and we waited for the right opportunity… we see China and the East Asian region as a huge growing market where our core areas will be very important.”

The two offices will focus on the firm’s core sectors of fund formation, M&A, private equity and real estate. The expansion came after the firm suffered a dip in PEP of nearly 50% in the previous year. But the increasing client demand for dedicated, capable and experienced lawyers able to assist with both inbound and outbound cross-border legal work involving China will foster new growth momentum for the firm.

Quick statistics

• Total number of partners firm-wide: 175 • Total number of lawyers (excluding partners) firm-wide: 435 • Year established: 1982 • Number of offices firm-wide: 13 • Headquarters: London

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ISSUE 7.1

FEATURE | watchlist >>

With more breakthroughs in cross-Strait relations coming, Lee and Li, the largest firm in Taiwan, will grow even bigger

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CV Chen, managing partner

ven before the cross-Strait relations started to thaw in 2008, Taiwan’s largest firm Lee and Li had established a strong cross-Strait practice to service the needs of its clients in mainland China. The alliances it has formed with Shanghai firm Leaven and Lee and Li-Leaven IPR Agency in Beijing enables it to provide legal services on both sides of the Taiwan Strait.

Lee and Li is facing a new opportunity: the mainland capital flow into Taiwan for investment. Advising inbound investment from the other side of the Strait will give the firm a new source of income and enable it to leverage its home-ground advantage. With the impending MOU between China and Taiwan on supervision of financial sectors across the Taiwan Strait and negations on the Economic Cooperation Framework Agreement (ECFA), Lee and Li is poised to make its mark in a new era for cross-Strait relations. Given that the firm was actually founded in Shangahi in 1940, it is perhaps not surprising it is Taiwan’s strongest player on the mainland.

Lee and Li Quick statistics

• Total number of partners: 30 • Total number of lawyers (excluding partners): 86 • Number of offices: 4 • Location of offices: Taipei, Hsinchu, Taichung, Kaohsiung

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A clear branding strategy, focused practice and sensible management approach make GoldenGate one to watch

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Tim Meng, managing partner

GoldenGate Quick statistics

• Total number of partners: 4 • Total number of lawyers (excluding partners): 8 • Year established: 2007 • Number of offices: 1 • Location of offices: Beijing

ejecting the full-service approach, Beijing firm GoldenGate zeros in on serving foreign investors with cross-border and local legal needs in three areas: general corporate, IP and dispute resolution. “As foreign investors become more familiar with the Chinese market, they are looking for specific expertise, long-term market experience, and a local perspective. So we’ve decided to strategically brand our firm in these three areas and excel to the top of these fields,” said Tim Meng, who founded the firm in 2007 and is GoldenGate’s managing partner.

The past year has been a particularly good year for the firm: it was instructed to handle various trademark and patent infringement matters for brands such as ADC, Arjowiggins, Columbia Sports, Krones, Metso and Ritz-Carlton. GoldenGate won major arbitration awards for multinational companies in China; and it advised a number of foreign companies on setting up joint ventures or on liquidation of their Chinese subsidiaries.

The firm has also boosted its expertise and credential in commercial negotiations, litigation and arbitration, and corporate compliance issues by appointing Tian Yongfu, the former head counsel for Samsung China, as a partner. In 2009, the firm was admitted as a member of TAGlaw, a global alliance of high-quality independent law firms.

In the year ahead, expect the firm to execute its branding strategy in the international dimension and expand its commercial/corporate practice group at the partnership level.

This tax boutique is rising quickly to the forefront of its field

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Liu Tianyong, managing partner

Hwuason Quick statistics

• Total number of partners: 4 partners • Total number of lawyers (excluding partners): 19 • Year established: 2005 • Number of offices firm-wide: 2 • Headquarters: Beijing and Tianjin

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wuason was established in 2005 with an ambitious goal – to be the leader and pioneer in tax law. It has set its goal high for a reason – to meet the increasing need for sophisticated tax legal services in the market.

“As a result of the tax authorities’ more vigilant approach to tax avoidance, and in recognition of the dearth of sophisticated tax law services, we’ve decide to invest heavily in this area and become a specialist firm in tax law,” said Liu Tianyong, Hwuason’s managing partner.

In 2009, the firm made a big stride towards its goal, establishing strategic alliances with a number of specialist tax firms worldwide, and becoming a member of Tax Planet, a global tax network of legal and accounting professionals. Hwuason has more than doubled the headcount of its legal staff and also opened a branch office in Tianjin.

Among the new senior practitioners is Matthew McKee, an Australian tax lawyer, who joined the firm as senior foreign legal counsel from Lehman, Lee & Xu. Cao Mingxing joined as a senior partner from Boss & Young.

“We’ve engaged in a number of business development initiatives and expect them to bring significant rewards for the firm’s business in 2010.

Given the growth achieved over the past four years, the increasing need for sophisticated tax legal services and our 2009 expansion, we will realistically see a revenue growth rate of 100% in 2010,” said Liu. The firm’s plans for this year include expansion of the Tianjin office, establishment of an office in Dalian in March and a further office in northern China in late 2010; the acquisition of a tax audit firm to add to broaden its offerings, and further lateral hires at both partner and associate levels.

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GoldenGate

GoldenGate: Growing Solutions for a Growing China

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ased in Beijing, GoldenGate is a new addition to ALB’s Watchlist Firms for 2010. As an emerging boutique law firm, rather than competing with other law firms on scale, GoldenGate differentiates itself by specialisation and offering quality advice based on core practice areas. The boutique nature of the firm enables it to develop a deep understanding of each individual client, and tailor its services accordingly.

GoldenGate can also provide legal advice in core corporate law such as FDI and contracts. Tian Yongfu, previously head of legal counsel for Samsung China and now a partner at the firm, specialises in cross-licensing laws. He made the jump to private practice after “being attracted to the flexibility the firm provides. This firm is expanding rapidly but steadily and this presents opportunities for someone of my experience to grow with it,” he says.

Core practice areas

Combining expertise

The philosophy of GoldenGate is “to provide a ‘one-stop solution’ for clients,” says Tim Meng, managing partner of the firm.

Core practice areas are IP, arbitration and litigation, and general corporate law. IP is one of the firm’s largest practice areas and it has a strong reputation in this field. The firm has fully fledged trademark and patent departments, with experienced trademark attorneys and a number of patent attorneys who have backgrounds in science.

“The IP landscape in China can be a tricky place to navigate, especially for foreign companies,” says Linda Zhao, partner and head of the IP practice. “We are there with the client at the very beginning, from prosecution to enforcement.” The IP practice retains a wide portfolio of clients from various industries, with both foreign and Chinese companies on board. “Our focus is on foreign companies entering the Chinese market, however we are increasingly being contacted or referred by Chinese clients, as they increasingly head outbound,” Zhao says.

Arbitration and litigation is another major practice area, headed by Meng, an experienced arbitrator and litigator. He has presented cases before CIETAC and successfully enforced foreign arbitral awards in PRC courts. Meng has extensive arbitration experience in many major Chinese cities including Dalian, Hangzhou, Nanjing and Tianjin, as well as in the major city centres of Beijing, Shanghai and Shenzhen.

The potential and strength of the firm lies in its confluence of practice areas.

GoldenGate has been particularly successful in IP litigation, which touches on two of its major practice areas. The firm has won a number of court cases for clients including Ritz Hotels, which was chosen as one of the Top 10 IP cases for 2008 by the People’s Supreme Court.

Unlike the vast majority of PRC firms, the organisational structure of the firm is based on the Anglo-American law firm model where there is real partnership equity structure, resulting in greater fluency and co-operation between partners and the different practice areas. “From the outset it was essential to implement this type of firm management structure,” says managing partner Meng.

“If a client comes to us with a problem about a joint venture issue, we can also advise them about the trademark, labour and dispute resolution issues they will face.

It allows us to draw on the various expertises of our lawyers and present a comprehensive solution for the client.”

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Individualised service A unique offering which GoldenGate is able to provide for clients is what Meng calls “house-keeping”. The firm sends an experienced legal counsel who is based with the client and is able to advise daily on issues including contract review, M&A, labour

law, leases, project negotiation and dispute resolutions.

“This is particularly effective for firms who need regular advice but who may not require a full-scale in-house counsel team,” he says.

“It also allows us to know what is happening on the ground, and better understand the specific needs of the client.” GoldenGate is currently working with a few multi-national firms in various industries in this manner, and “clients have been extremely happy with the result,” says the managing partner.

International network GoldenGate has been rapidly expanding its international outlook, recently becoming part of the international TAGlaw network and continuing as an active member of INTA and the New York Bar China Committee.

IP practice head Zhao believes “the nature of business – both inbound and increasingly outbound – is becoming more and more globalised. In the IP department we are dealing with an increasing number of international issues and receive many referrals from our overseas law firm partners.

We value and will continue to place great importance on our international partnerships and memberships.”

GoldenGate Suite 2312, The Spaces International Center, No.8 Dongdaqiao Road, Chaoyang District, Beijing, China 100020 Tel: +8610 5870 2028 Fax: +8610 5870 2026 E-mail: mail@goldengatelawyers.com Website: www.goldengatelawyers.com

北京市金阙律师事务所 北京市朝阳区东大桥路8号尚都国际中心A座2312室 电话：+8610 5870 2028； 传真：+8610 5870 2026 邮件: mail@goldengatelawyers.com 网址: www.goldengatelawyers.com

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FEATURE | watchlist >>

This newcomer is striving to be a sizable, full-service firm with a focus on energy and climate change

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Yue Wenhui, managing partner

Jin Neng Quick statistics

• Total number of partners: 3 • Total number of lawyers (excluding partners): 6 • Year established: 2009 • Number of offices: 1 • Location of offices: Shanghai

s the country drives itself towards a low carbon economy and increases its efforts to combat climate change, newly founded Shanghai Jin Neng is definitely a firm to watch. Yue Wenhui, a veteran lawyer in the energy sector, founded the firm in September 2009 with a forward-looking approach. “The country’s unwavering commitment to tackle global warming and cut its emissions has triggered hundreds of billions of dollars being invested into the renewable and clean-energy sector. The need for lawyers specialising in this area will undoubtedly be compelling in the near future,” said Yue. His goal is to develop Jin Neng into a sizable, full-service firm specialising in energy and climate change. Since the Copenhagen conference, the government has imposed stricter energy-saving rules and heightened energy efficiency standards. Traditional energy companies now have to take more actions and efforts to comply with the new energy conservation and emission reduction rules. Yue is predicting a very busy year ahead for his firm. “Strengthening policies means both the government and companies need more and better legal advice and consultation on energy and environmental laws and regulations,” he said.

All of these developments will create new business opportunities for Jin Neng, who has positioned itself to serve and benefit from this trend. It will no doubt be looking to bring its offering in this area to critical mass.

The firm aims to grow the total number of lawyers from the current six to 20 by the end of 2010. In addition, during the Shanghai World Expo, the firm will assist the event organiser in all projects and matters relating to energy-saving and emission reduction.

Following its merger with a strong IP litigation team and a seasoned patent team, LexField is now set to gain prominence

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Jan Liu, managing partner

LexField Quick statistics

• Total number of partners: 8 (and 1 senior IP counsel) • Total number of lawyers and IP professionals (excluding partners): 36 • Year established: 2004 • Number of offices: 1 • Location of offices: Beijing

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hanging its name from Jan Liu & Associates to LexField was just one of the landmark events of this Beijing based IP boutique firm in 2009. The merger with a strong IP litigation team, led by senior partner Jiang Hongyi and a seasoned patent team including partner Yi Yongmei was another. In addition, the firm lured the renowned retired IP judge from Beijing High Court Cheng Yongshun to join as a senior counsel.

The expanded partnership has not only boosted the firm’s expertise and resources, but also enabled LexField to provide a full spectrum of IP legal services with a particular competitive edge in handling IP litigation.

Looking ahead, the firm’s managing partner Jan Liu has no set plans for further expansion; instead, she said the firm will focus on going about quality and delivering the best possible services. “We don’t want to expand too quickly, as it will bring about a set of extra challenges and risks to the management and operations,” said Liu. Although expansion is not on the immediate horizon, the firm is expected to attract more clientele with its new IP litigation capabilities, while gain more market share in its traditional turf, including handling trademark, copyright, antiunfair competition and other non-contentious legal matters.

“A series of recent IP lawsuits involving foreign IP owners as defendant and high damage awards has triggered many foreign companies to review and strengthen their China IP strategies. We will be increasingly engaged by IP owners, particularly those from overseas, to better manage and control their risks in China,” said senior partner Jiang Hongyi.

“The restored confidence in domestic IP courts and the increasing IP competitiveness of domestic companies, on the other hand, will boost up IP litigation caseloads in 2010.”

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This pre-eminent litigation boutique is responding to strong demand

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any firms may have experienced a drop in caseloads since the GFC, but Tiantong & Partners has had a stellar year. The top-ranked litigation boutique firm has an established track record of success, resolving second-instance trials and retrials of complex and high-stake civil and commercial disputes at the Supreme People’s Court and the Higher People’s Courts.

Jiang Yong, managing partner

Tiantong & Partners Quick statistics

• Total number of partners:5 • Total number of lawyers (excluding partners): 15 • Year established: 2002 • Number of offices: 1 • Location of offices: Beijing

With a substantial number of its cases having been reported in official law reports and publications, the firm has played a leading role in the development of litigation practice in China. Given the counter-cyclical nature of dispute resolution, Tiantong has seen 30% year-on-year increases in caseloads in 2009. In the past year, the firm has completed 13 cases heard before the Supreme People’s Court, involving a total claim of RMB700m. The firm has helped clients meet their business objectives and achieve the litigation goals in all 13 cases.

Tiantong is confident that the 30% caseloads growth rate will be sustained in 2010 while the nation’s economy continues to recover. “Even in the post-GFC era, the economic changes in the recovering process will cause disputes and conflicts. And the reform on the retrial system in civil cases will continue to generate more lawsuits. Traditional litigation practices will have new opportunity to prosper,” said Jiang Yong, managing partner of Tiantong. Jiang noted that disputes in relation to bank loans, infrastructure investment, property development and M&A transactions are expected to rise noticeably.

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FEATURE | capital markets >>

China’s IPO boom Last year saw an IPO boom led by Chinese companies seeking listings in both the mainland and Hong Kong. China’s law firms expect plenty more of the same for 2010 38

ISSUE 7.1

FEATURE | capital markets >>

►► TOP 10 IPOs of 2009 – HKSE Company China Minsheng Banking Corp China Pacific Insurance Group Sands China Metallurgical Corporation of China China Longyuan Power Group Wynn Macau Glorious Property Holdings Sinopharm Group China Zhongwang Holdings Longfor Properties

Listing date 26 Nov 2009 23 Dec 2009 30 Nov 2009 24 Sep 2009 10 Dec 2009 9 Oct 2009 2 Oct 2009 23 Sep 2009 8 May 2009 19 Nov 2009

Capital raised (HK$m) 30,161 24,042 19,411 18,231 17,486 14,490 10,545 10,041 9,844 8,131

►► TOP 10 IPOs of 2009 – SHANGHAI AND SHENZHEN STOCK EXCHANGES

“The Chinese mainland and Hong Kong lead the global IPO recovery” Joe Tsang

Ernst & Young

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t was a dismal start to 2009 for public offerings. There was no activity in the first half of the year on either the Shanghai Stock Exchange or the Shenzhen Stock Exchange.

HKSE was also quiet and lawyers shuffled paper while waiting for their deals to come through the door.

Wrap-up

Cue forward to the second half of 2009 and it seems as though lawyers’ prayers were answered. “Global IPO activities experienced exponential growth in the last quarter of 2009.

The US$49.5bn funds [that were] raised in October and November alone exceeded the amount for the first three-quarters combined (US$45.4bn),” says Joe Tsang, the assurance leader of China North at Ernst & Young. “The mainland and Hong Kong lead the global IPO recovery.”

However, a mini-IPO boom erupted on the HKSE. Most of the activity was generated by Chinese companies and they captured the headlines as investors rushed to engage with a growing economy, especially China’s Sinopharm Group, the country’s www.legalbusinessonline.com

Company

Listing date

China State Construction Metallurgical Corp of China China Shipbuilding Industry Corp

29 Jul 2009 21 Sep 2009 16 Dec 2009

Capital raised (RMBm) 50,160 18,970 14,723

China CNR Corp China Merchants Securities China Everbright Securities Jiangsu Yanghe Brewery China International Travel Beijing Ultrapower Software Sichuan Express Company

29 Dec 2009 17 Nov 2009 18 Aug 2009 6 Nov 2009 15 Oct 2009 30 Oct 2009 27 Jul 2009

13,932 11,115 10,962 2,700 2,592 1,833 1,800

largest distributor of pharmaceutical and healthcare products, made its HKSE debut in September with a US$1.13bn IPO that was 500 times over-subscribed. Sinopharm is the second-largest listing candidate in Hong Kong’s history in terms of total funds frozen, after China Railway Construction Corporation. Similarly, the IPO of China Minsheng Banking Corporation last November was 150 times over-subscribed.

IPO activities in the mainland also picked up in the second half of the year. The Shanghai Stock Exchange saw the completion of nine IPOs and raised RMB118bn. While the Shenzhen Stock Exchange ended the year with 90 public offerings, the total funds raised was only about half that of its Shanghai counterpart.

“China is one of the major economies which has been relatively less impacted by the GFC, therefore the corporate earnings of Chinese companies planning for an IPO are also less affected,” says Tsang. “These two factors, coupled with more foreign funds buying into the shares of Chinese companies, have driven IPO

Stock Exchange Shanghai Stock Exchange Shanghai Stock Exchange Shanghai Stock Exchange Shanghai Stock Exchange Shanghai Stock Exchange Shanghai Stock Exchange Shenzen SME Shanghai Stock Exchange ChiNext Shanghai Stock Exchange

activities in the Chinese mainland and Hong Kong.”

Offshore listings

Although capital markets activity is being driven by Chinese companies, legal work for international counsel is still being generated as offshore listings have proven popular with Chinese issuers.

“I think [Chinese companies] choose overseas jurisdictions because of the efficiency. The approval procedure is more efficient and quicker than the domestic capital markets,” says Liu Yan, a partner at Tian Yuan.

“Some companies want to do overseas marketing and offshore IPOs can help to attract foreign capital and help their reputation.”

Of course, there are numerous options for Chinese companies in terms of offshore listings.

International law firms with expertise in various jurisdictions are sought out to give advice on the Liu Yan Tian Yuan listing rules of different exchanges.

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FEATURE | capital markets >>

“Chinese companies that want to go public are often very interested in the US or Hong Kong markets” David Roberts

O’Melveny & Myers

“We forecast that, for the Shanghai Stock Exchange alone, IPO value will increase more than twofold, reaching RMB380bn” Terence Ho

Ernst & Young 40

“Chinese companies that want to go public are often very interested in the US or Hong Kong markets,” says David Roberts, a partner at O’Melveny & Myers. “We often get questions from private companies or PE/VC-backed companies about the pros and cons of listing in Hong Kong or the US.” HKSE is obviously a popular choice for Chinese companies – but so too are American listing boards. “In the past the US was the preferred jurisdiction.

There was a lot of David Roberts O’Melveny & prestige associated with Myers [the US] in the minds of a lot of entrepreneurs,” says Edwin Luk, a partner at Orrick, Herrington & Sutcliffe. “But I think they are much more practical these days.”

Hong Kong is also a jurisdiction with an active capital market that has proven to be convenient for Chinese companies. “You don’t lose the international advantage by doing a Hong Kong listing.

It’s almost like getting Edwin Luk Orrick, Herrington your cake and eating & Sutcliffe it too – Hong Kong is close to China, people understand your business and the country you are operating in,” says Orrick’s partner Mark Lee. Making the transition from a private company to a public company subject to public scrutiny can be a difficult one, and the role of the lawyer is sometimes extended.

Li Maochang Jun He “Completing an IPO is just the beginning. Our main role is helping Chinese companies get mentally and physically ready to live life as a US public company,” says OMM’s Roberts.

It’s not just about understanding the legal requirements but also about communicating to the public in a fair and balanced way. “There are a lot of conversations about the rules – but there are also a lot of conversations about whether or not to disclose or how to disclose. A lot of it is counseling companies about the benefits of

transparency,” he says.

Offshore counsel

A company may be generally considered to be Chinese-based on its jurisdiction of Barry Mitchell incorporation or the Maples and Calder location of its primary business operations. However, many listed entities are incorporated in offshore jurisdictions such as the Cayman Islands and this trend appears to be on the rise.

Funds raised by companies incorporated in the Cayman Islands and Bermuda accounted for approximately 84% of the total public offerings in 2009 – up from 66% in 2008.

At the end of last year, HKSE announced that companies incorporated in the BVI would be able to apply for a listing. “By jurisdiction, BVI companies provide the second-largest source of foreign investment in China, at US$5.8bn (in the year to June 2009),” says Barry Mitchell, a partner at Maples and Calder. “This latest development could encourage more investment in China through BVI companies, as the option of an exit through an IPO is now available.”

Approval also reduces the cost of pre-IPO restructuring to change the jurisdiction of the holding company.

“This significant development offers businesses considering a listing on HKSE a greater choice of wellregulated and cost-effective offshore jurisdictions as their corporate domicile,” says Christine Chang, joint managing partner of the Hong Kong office of Maples and Calder.

Offshore legal counsel works closely with both the issuer’s counsel and the underwriters’ counsel to ensure that the interests of both parties are met.

“A lot of the time the perception of the market is that the offshore role is somewhat commoditised and that everything is always standard. Therefore it is a very easy rubberstamping- type role,” says Chang. “That in Christine Chang fact is not correct because Maples and Calder there will be situations where your expertise and knowledge of the transaction will be called into play.”

ISSUE 7.1

FEATURE | capital markets >>

For example, when Maples assisted Evergrande Real Estate Group on its preIPO restructuring in 2009, this involved pioneering advice from a Cayman Islands and BVI law perspective on equity and debt restructuring. The restructuring of the security package before the IPO raised novel compliance issues under the listing rules of Hong Kong, which were the subject of a listing decision issued by HKSE in July 2009.

2010 predictions

“With the economy and the capital markets becoming more stable, coupled with a strong IPO pipeline and market liquidity, we forecast 2010 IPO activities in the mainland will continue to be strong,” says Terence Ho, strategic growth markets leader of Ernst & Young. “We forecast that, for the Shanghai Stock Exchange alone, IPO value will increase more than twofold, reaching RMB380bn.”

China has set in motion plans for the development of an international board for foreign company share trading, in an effort to open up its financial markets.

Although the timing for its opening has not yet been officially confirmed, it’s widely anticipated that the board will open in the second half of 2010.

The launch is already generating interest and Liu Gang Commerce & Liu Gang, partner at Finance Commerce & Finance, is hopeful that plans will stay on track. “I hope that in the second-half of this year one or two companies will successfully list [on the proposed international board] but it is very hard to say. There are a lot of politics and issues,” he says.

Law firms are closely monitoring the development of Listing Rules and some have been engaged by foreign clients who want to ensure that their interests are protected. “We are working with some of the leading securities firms to lobby the CSRC,” says Liu. “They have organised several seminars to discuss the issues and we have been invited to give our opinions.”

Jun He is another PRC law firm investing time and resources into the development of the proposed Listing Rules. “We have done quite www.legalbusinessonline.com

extensive research to compare the various requirements in different capital markets,” says Li Maochang, a partner at Jun He. ‘We are trying to determine those rules which are commonly adopted by different stock exchanges that can also be adopted by the Chinese regulators to better accommodate international companies seeking a listing on the international board.”

The launch of the Growth Enterprise Board, officially named ChiNext, on the Shenzhen Stock Exchange should also generate further activity. “I think many Chinese companies will choose the Growth Enterprise Board first because of the high price-earnings ratio and also because the approval procedure is very efficient,” says Tian Yuan’s Liu Yan. Mark Lee IPO activity in Orrick, Herrington Hong Kong should be & Sutcliffe maintained as Chinese companies continue to seek listings there.

“If the market holds up then there will be a lot of deals that will get launched this year, so I think that this level of activity is expected to continue,” says Orrick’s Luk. “From the lawyers’ side, we do a lot of the work leading up to the deal going to market so generally lawyers are expected to be very busy in capital markets work in the first-half of the year.”

However, OMM’s Roberts is more cautiously optimistic. “What’s happened in 2009 is a good thing but isn’t necessarily indicative of a recovery to the levels we saw in 2006 or 2007 for IPOs from China,” he says. “I do think 2010 looks very promising and we know that because we are beginning to work with clients that are preparing for an IPO in 2010. We are getting requests for proposals from underwriters for other IPOs. There is a very visible pipeline but the hard thing to say is which ones will complete and which will not,” he adds.

Despite the positive predictions on activity, 2010 may not be all smooth sailing. “During the recession there have been a lot of changes in market circumstances and we expect turbulence in the market,” says Li, noting that Jun He will have to be prepared for the challenges that both an increase and a decrease in activity may bring. ALB

“You don’t lose the international advantage by doing a Hong Kong listing. It’s almost like getting your cake and eating it too” Mark Lee

Orrick, Herrington & Sutcliffe

“By jurisdiction, BVI companies provide the second-largest source of foreign investment in China, at US$5.8 bn” Barry Mitchell

Maples & Calder 41

Feature | interview >>

In-house perspective

Jaclyn Jhin, Morgan Stanley

Hong Kong In-House Lawyer of the Year Jaclyn Jhin, COO and CRO of global capital markets Asia at Morgan Stanley, is testament to the fact that women can be high achievers professionally while successfully raising a family. Not that it’s easy…

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►► Jaclyn Jhin deal highlights

• bank’s first dual listing on ASX and SGX by an Australian issuer – SP Ausnet • bank’s first Singapore Listed Infrastructure Business Trust – City Spring • bank’s first Reg S secondary listing in Hong Kong of an Australian issuer – Sinogold • bank’s first Korean rights issue – KB Financial Group • largest ADR offering by an Indian issuer – Sterlite’s US$1.8Bn ADR IPO • high-profile Hong Kong IPO of Alibaba • largest rights issue in Singapore – DBS • US$1bn 10-year senior notes issuance of Hong Kong and China Gas Company

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s Morgan Stanley settles into its new Asia Pacific regional headquarter in the International Commercial Centre – Hong Kong’s newest landmark skyscraper that is soon to be the city’s tallest – Jaclyn Jhin is stepping up to a new career high.

Jhin has been promoted to be Morgan Stanley's chief operating officer and chief risk officer of global capital markets (GCM) Asia from her previous position as an executive director and the bank’s legal and compliance head. The promotion came just a couple of months after she was awarded the ‘Hong Kong In-House Lawyer of the Year’ at the 2009 ALB Hong Kong Law Awards last September. Both events mark the highlights of her career.

“Winning the award was a sign that I’ve reached the pinnacle of being an in-house counsel. I was so thrilled by that award,” says Jhin. “It’s like the icing on the cake, showing that my peers have recognised me for what I’ve done and accomplished during the five years of being a GCM lawyer.

It also marks a perfect time for me to try something new, and face new challenges.” When the new position was offered, she grabbed it.

Jhin says the growing sophistication of the legal environment and maturing markets in Asia are the main reasons for the creation of the combined position. “As a result of the firm's recognition of the tremendous growth in Asia, the need to have a dedicated CRO and COO in place has never been greater,” she says.

With her five years of in-house experience covering GCM, she is undoubtedly equipped with the right ISSUE 7.1

Feature | interview >>

skill set. “My in-house legal experience is extremely helpful to the CRO role.

The organisational skills and team work mentality I developed from my previous position are also relevant in my current role as the COO. But as the COO, I have to think of what's good for the group and think in more ‘macro’ terms, as well as hold a more forwardthinking and long-term view of the department and its goals.”

Using inspirational quotes is one way Jhin often motivates herself – and others – to reach higher. One of her favourites, which she associates with the in-house counsel role, is from Henry Ford: ‘Most people spend more time and energy going around problems than in trying to solve them’.

“I agree with Mr Ford. I believe a successful in-house lawyer should understand the needs of their business unit or client, be part of the business

more closely and quickly with senior management to identify, analyse and address new risks associated with the new products,” says Jhin.

Fortunately, she has many external counsels she can call up for a “sanity check” on certain issues, often free of charge, and she recognises the importance of this. “If you don’t have a good relationship with external counsel, then it makes it more difficult to get immediate access when you need it most. I always make a point to meet frequently to discuss current market trends, regulatory issues, and issues that in-house counsel are most concerned with, and to provide feedback on legal services provided by a specific firm. I think it is important to learn from each other.” Jhin will continue to do so since she will be working closely with external counsel in her CRO role. Most of the external

“I always make a point to meet with them [external counsel] frequently to discuss current market trends, regulatory issues, [and] issues that in-house counsel are most concerned with” team, and try to assist the team in finding viable solutions to achieve its goals,” says Jhin. “As legal counsel, we need to give advice and views instead of saying ‘no’ or regurgitating the law and regulations. Our role is to help our internal clients think through the issues and try to come up with solutions or alternatives.”

A prime example of this came through the financial crisis. Jhin had to assist bankers with numerous inquiries from clients in respect to convertible bonds and share buybacks and in executing debt-consent solicitations and exchange offerings.

“It has been a stressful period for everyone. We were not very familiar with these ‘liability management’ structures, so it was a learning curve for the legal team. The deterioration in the market required us to work even

Mini Bio of Jaclyn Jhin

• Korean American

• Graduated from University of Pennsylvania Law School in 1994 • Worked at a Wall Street law firm in New York as a junior associate after graduation

1994-1996 www.legalbusinessonline.com

counsel she works with are from firms that Morgan Stanley has a relationship with, as well as partners who have moved on from those firms.

Juggling work-life balance

“Anyone who says it’s easy to juggle work and family is either lying or is not doing a good job either at work or at home. It’s definitely not easy and you have to work at it.” Jhin says.

She had to overcome the biggest challenge in her career when she went back to law after almost four years raising her two young children. The perception of mothers with young kids became an obstacle to even getting a junior associate role, and the memory of being rejected is still vivid. “You have young kids, so just stay at home.

Moms with young kids are just not committed to working hard,” one male

• Took four years off to raise two children

1996-2000

• Joined Milbank Tweed in Hong Kong as an associate

2000

►►Quick facts of Morgan Stanley GCM Asia (ex-Japan) • Number of staff: over 60 • Offices in Hong Kong, Singapore, Australia, India and Korea • For 2009, it was ranked number 1 in terms of market share for equity and equity linked products (according to Bloomberg) • In 2009, it did over 50 equity and equity linked deals (according to Bloomberg)

partner told her at the time during a job interview.

Milbank Tweed, however, saw the potential in Jhin, and when she joined the firm in Hong Kong as an associate in 2000, her career took off. She was involved in various types of deals – from debt offerings in the Philippines to private equity transactions in Korea. Anthony Root, the head of Milbank’s corporate practice in Asia and the managing partner of the Beijing and Hong Kong offices, was Jhin’s mentor, and Jhin still goes to him for career advice.

“It was difficult in the beginning as I was the oldest second-year associate at that time. I felt that I had to prove myself to everyone. But having a good role model – a mentor – helped me survive the hardship, and I enjoyed working at Milbank,” Jhin says. A lot of travelling, however, meant that sometimes she would not see her children for weeks at a time, and as a result Jhin decided to join Morgan Stanley as an in-house lawyer in 2004.

The role doesn’t require her to travel, but in no way is it less demanding or intellectually challenging. By building a strong, trust-based relationship at work she has been able to enjoy a certain level of job flexibility. “The bankers that I work with have been very understanding and accommodating when I need to take some time off for family reasons, because they know that at all other times I am always responsive and hardworking,” she says. ALB

• Joined Morgan Stanley as an in-house lawyer in 2004, covering global capital markets in Asia (ex-Japan)

2004

• Awarded the Hong Kong In-House Lawyer of the Year award at the 2009 ALB Hong Kong Law Awards in September 2009

Sep 2009

• Promoted to Morgan Stanley’s chief operating officer and chief risk officer of global capital markets (GCM) Asia in October

Oct 2009

43

ALB special report | Beijing 2010 >>

Beijing 2010: a deepening market Over the past 12 months, significant change has taken place in the legal market as domestic firms aggressively expand their practices in China. How will this affect workloads?

Leading firms expand at breakneck speed

I

n 2009 the impetus for Beijing’s law firms to grow has been thrown into overdrive.

Han Kun opened in Shanghai and Shenzhen, Guantao set up an office in Tianjin, Zhongyin in Jinan and Gaopeng moved into Nanjing. JunZeJun formalised its relationship with French ally Kahn & Associes, Guantao opened in Hong Kong, Zhonglun W&D broke into the Middle East and Dacheng launched offices in Israel, India, Singapore and the US. And Longan’s managing partner Xu Jiali has already developed a roadmap for

44

the firm to break into other provinces like Hangzhou, Ningbo, Tianjin and Chengdu, after its setup in Nanjing last year.

Gaopeng’s new office was established via a merger with Jiangsu Hailang.

“Being a smaller firm, Hailang needed a larger space and platform to upsize their practice,” says the firm’s managing partner, Wang Lei. “The launch of the new office also recognises the need to establish ourselves in emerging regions.”

Zhongyin’s managing partner, Zhao Cenghai, explains the strategy behind the expansions. “Along with the maturing of the Chinese law and as our corporate

clients are rapidly growing themselves through M&A, we must also achieve the mass necessary to meet their expanding needs. Organic growth, through the addition of lawyers or growth by lateral hiring is difficult and insufficient.”

Larger firms King & Wood and Dacheng both opened Shandong offices, making them the first two Beijing firms to have an office in both Jinan and Qingdao. King & Wood also set foot in Hong Kong after completing a merger with Arculli Fong & Ng, becoming the first PRC firm to offer dual capability for its clients.

ISSUE 7.1

ALB special report | Beijing 2010 >>

“The local legal industry is still developing so it’s no surprise to see that many are still focusing their attention on achieving growth. The size of a firm is important as the deals Xiao Jinquan that happen here, both Dacheng inbound and outbound, are extremely complex, and often require teams of lawyers. Firms that don’t have the critical mass simply cannot compete.” said Zhang Yi, partner at King & Wood.

Particularly interesting is Dacheng’s regional and international footprint, as the firm seized the title of being China’s largest law firm by headcount, with 835 lawyers spanning over 28 offices (King & Wood came second with 800 and DeHeng Law Offices third with 675). The firm has also established alliances all across the globe: its new branch in Los Angeles was founded through a strategic alliance with Matthews Wilson and Hunter.

After establishing Dacheng Central Chambers (DCC), the result of an alliance with Singapore’s Central Chambers, DCC and Indian firm Vaish Associates Advocates then arranged a ‘best-friends’ agreement, to offer their clients greater access to China-India trade opportunities.

Dacheng also independently allied with Israeli firm Shibolet & Co. “In the past, we focused more on our domestic expansion and now we are moving on to expand overseas. That will be our 2010 strategy,” said Xiao Jinquan, a senior partner at Dacheng. Xiao notes that as domestic expansion plans are almost complete, the firm will now focus on restructuring its global network and resources.

According to him, plans for a New York branch are underway and the firm is now eyeing locations like South Africa, Dubai, Egypt, Vancouver, Washington DC, Toronto and Boston

Specialty firms gain ground

A range of mid-tier specialty firms have risen to prominence over the past 12 months. Firms like LexField, Tiantong & Partners and Run Ming have all prospered in the city, which remains a strategic location for many niche areas of practice.

Last year, LexField, a specialist IP www.legalbusinessonline.com

firm, enjoyed mandates from many major corporations including Johnson & Johnson and Honda Motors. Jan Liu, the managing partner of LexField, says: “Major government bodies, such as the State Intellectual Property Office and the Trademark Office under the State Administration for Industry and Commerce, are based here. Hence the majority of IP filing, prosecution and contentious matters are also handled here.”

Recognising the opportunities created by the government’s increased focus on enforcing IP rights, the firm further boosted its practice by appointing retired judge Cheng Yongshun as senior counsel last year.

Tiantong & Partners, meanwhile, has feasted on a specialised diet of civil and commercial cases at second instance and retrials, Beijing being where the majority of high-end litigation matters are tried.

The firm, one of the most active in the Supreme and High Courts, saw a 30% increase in business last year and finalised 13 cases in the Supreme Court with a value of over US$700m. Managing partner Jiang Yong attributes the firm’s success to the financial slowdown.

“Change in the economic environment has inevitably affected major business decisions, inducing dishonest behaviour and causing disputes,” he said. To deal with the influx of business, the firm added Wang Feng to its partnership in October last year.

In the highly specialised aviation field, Runming has handled its fair share of deals, advising the ExportImport Bank of China on a US$230m term loan facility to AerDragon for the purchase of six aircraft. The firm also advised Bank of Communications Finance Leasing on the sale and leaseback of two Airbus A340 aircrafts for China Eastern Airlines.

M&A and corporate sector firms like Guangsheng & Partners have managed to clinch heavyweight clients like Shell, Toshiba, General Electric, Gillette and Midea.

The successful emergence of these specialty firms has caused the country’s larger firms to feel the heat. “The boutique and specialist practices that are setting up now present a very strong challenge to the larger firms,” said King & Wood’s Zhang.

“The boutique and specialist practices that are setting up now present a very strong challenge to the larger firms. Specialty firms will make the market more competitive, creating pressure on the best talent in terms of costs” Zhang Yi

King & Wood

“The market is huge, the body of legislation is expanding, the transactions are becoming more complex and there’s an increased need for specialised advice” David Olsson

Mallesons

45

ALB special report | Beijing 2010 >>

Large international firms such as DLA Piper share the same belief.

“Specialty firms will make the market more competitive, creating pressure on best talents in terms of cost.

International firms and Magic Circle firms might even start to take the view that some of the traditional areas are no longer profitable, drop them and take on specialties. There will definitely be more specialised firms, both domestic and international, in Beijing,” said Rocky Lee, partner at DLA Piper.

While lawyers agree that more and more specialty firms will begin to infiltrate the market, the question becomes which ones will manage to prosper and survive. Guangsheng & Partners’ Li Likai maintains that specialty firms will continue to thrive as specialised practice areas such as private equity, trade, competition and IP continue to grow in Beijing.

“When it comes to specialised practice areas, the first place international companies and lawyers will look is still Beijing,” said Li. “Amongst specialty firms, there isn’t as much competition and clients know exactly where to go for what they need,” he added.

Charles Li, founding partner of Han Kun, a mid-sized law firm involved primarily in providing cross-border legal services, agrees. “I haven’t felt much pressure from competitors. I believe that the number of specialty firms will increase, but I’m sure Beijing has room for the new entrants.” ALB ►► Beijing firms: new office launches 2009 -2010* Firm Dacheng

Gaopeng Guantao Han Kun King & Wood Longan Zhonglun W&D Zhongyin

Location Los Angeles, Israel, Singapore, Malaysia, Nanjing, Nantong, Shengyang, Changchun, Guangzhou, Fuzhou, Wuxi, Qingdao, Urumqi, Taiyuan, Guiyang, Nanning and Huhot Nanjing Hong Kong and Tianjin Shanghai and Shenzhen Hong Kong and New York Nanjing and Guangzhou Riyadh Fuzhou, Wuxi, Jinan, Jixi, Taizhou, Shenzhen. Xiamen, Toronto and Frankfurt

*This table does not purport to be exhaustive

46

International firms continue to inundate Beijing

W

hile the financial crisis has forced many international firms to freeze expansion plans and downsize, smaller foreign firms have sensed their ‘one-shot’ opportunity to launch in China and seize clients that were previously the well-guarded domain of the top-tiers.

Over the past 12 months, Beijing has almost become a rite of passage for international firms to take on Chinese business: Minter Ellison, Winston Strawn, Latham & Watkins and Slaughter and May have all launched a Beijing presence. “This is an ambition we’ve had for some time… Beijing is an important component and now we’ve got it,” said Latham & Watkins’ Hong Kong-based partner David Miles. Yet the firm had to wait three years before

realising its Beijing plans.

“To be based in Beijing is key. The city is the capital after all, and in a country where the political and bureaucratic arms of the state still flex major influence, all high-level decisions are made there,” said Martin Cauchon, partner at Gowling Lafleur Henderson and national leader of the firm’s China group. “As a result, a city once forbidden to foreigners now pulls them in, including law firms from everywhere from the US to Australia, eager to capture some of the deals flowing from China’s emerging economy.”

Yet while so many firms continue to open in Beijing it seems as though the market may quickly become saturated, Mallesons partner David Olsson says ISSUE 7.1

ALB special report | Beijing 2010 >>

►► International firms: new office launches in Beijing, 2009 -2010 Firm Winston & Strawn Slaughter and May Latham Watkins Nishimura Morris, Manning & Martin

Country US US US Japan US

*This table does not purport to be exhaustive

►► Largest PRC firms in Beijing* PRC firms

No of partners

Dacheng King & Wood DeHeng Law Office Grandall Legal Group Jun He

No of partners/ lawyers 332 835 190 800 85 675 102 419 78 338

*Numbers are according to ALB China 20 – China’s largest law firm report; last updated July 2009

that the increasing numbers are not a worry: “The market is huge, the body of legislation is expanding, the transactions are becoming more

complex and there’s an increased need for specialised advice.”

DLA Piper’s Lee, on the other hand, thinks the opposite. “The international market is already very saturated in Beijing so new law firms coming in will really suffer. A notable trend that I foresee is that the increasing competition might soon become a trigger for a trend of consolidation of practice areas in the bigger firms. There has already been some ‘musical chairs’ with different practice areas.

International firms have been seizing capabilities from each other.”

Rocky Lee DLA Piper Moving forward, lawyers are making their own predictions for what is to come in 2010. “We are seeing a massive increase in domestic fund formation, financial services and capital markets work. I foresee 2010-2011 to be a very good year for the capital markets sector,” said Lee. ALB

“A city once forbidden to foreigners now pulls them in, including law firms from everyewhere from the US to Australia, eager to capture some of the deals flowing from China’s emerging economy” Martin Cauchon

Gowling Lafleur Henderson

2010 venture capital expectations in China’s PE industries

2

009 has passed and we now witness a V-shaped recovery of venture capital PE investments in China.

While dealflow in the first half of 2009 froze, the latter half of the year experienced an obvious trend of acceleration.

Some colleagues even say the ‘golden time’ seen in the year of 2007 has come back.

However, was last year’s trend a real oneway recovery or just an unreliable bounce during the unprecedented recession? This is one of the frequently asked questions in China’s VC/PE industries. As one of the most active VC/PE legal service teams and a longterm reliable partner of many funds and their managements, we have the opportunity to work together with reputable investors and listen to their real thoughts.

Some think that the downturn of VC/ PE in China has passed, and 2010 will be a good year. The most powerful argument supporting this theory is that many funds management teams have successfully closed their new funds recently. Closing of

www.legalbusinessonline.com

funds has lingered so long throughout the recession that there were rumors that certain funds would never be closed.

Now, the new money is ready yet some investors are not so positive. They attribute the accelerating dealflow to the frozen markets seen from late 2008 to the first half of 2009. Fund managers need to show their LPs that they are still working. They cannot afford more than one year’s blank investment record. Additionally, valuations of non-listed target companies seems more reasonable now to be invested, since the capital market has caught up during 2009.

However, after the hot second half of 2009 and the relatively good first half of 2010, when the record books of investors aren’t blank any more, the latter half of 2010 might be ugly again. We expect 2010 will be a better year than 2009, but might not be a golden time. We also expect price competition from some of our peers, just like what happened last year. However, the recession in legal markets in 2009 shows

Firm Profile

Global Law Office

good clients always cherish the value added by a truly professional team.

Lowering price does not always win in a fully competitive market – especially in a business community where the George Niu clients know ‘who is who’.

If the second half of 2010 really becomes ugly, our whole team shall enjoy some leisure time, instead of jumping into the low end of price competition. Yet by far, the dealflows we have seen are so powerful that we are still working around the clock.

George Niu, Partner Tel: (86 10) 6584 6688 Fax: (86 10) 6584 6666/6677 E-mail: george_niu@globallawoffice.com.cn Global Law Office 15/F Tower 1, China Central Place No. 81 Jianguo Road, Chaoyang District Beijing 100025, China www.globallawoffice.com.cn

47

feature | Beijing In-house Legal Summit >>

ALB In-house Legal Summit: Beijing 2009 Over 250 delegates from companies and organisations across a wide range of sectors came together at the ALB In-House Legal Summit Beijing 2009 to discuss the changing face of in-house responsibilities and risk management in the post-GFC era

H

ow to better manage risks and help internal clients seize more opportunities in the post-GFC era were the talk of the day in Beijing on 26 Novermber 2009, where general counsel and in-house legal practitioners from a wide range of sectors gathered for an informative day of discussion, networking and workshops. The day opened with a keynote address by Ferheen Mahomed, who serves as the regional general counsel for Asia at Société Générale, and closed with free-wheeling panel discussion on many questions in-house profession increasingly has to deal with, including “when and how to say no to your client?”.

Other developments, such as the changing nature of the corporate regulatory landscape, were covered, with partner Isabelle Wan from TransAsia Lawyers leading a workshop on the 'must know' issues for employers under the new Employment Law regime. A team from Grandall's Beijing office discussing the necessity of doing housekeeping work at the current juncture.

Chinese companies’ investment overseas and the issues associated with the trend also triggered much discussion at the event. A team from Withers Worldwide’s Hong Kong office examined the tax structuring, opportunities and challenges for Chinese companies expanding into Europe and London; while two seasoned US lawyers, Malhar Pagay and Don Williams, jointly led a workshop on

48

important economic transitions in China and the US in the past year and the new risks and opportunities that came with this.

The day’s discussions also extended to customs and trade issues and IP matters. Jiang Zhaokang, partner in charge of Asia Practice at Sandler Travis & Rosenberg led a wellreceived workshop on how to handle a customs audit and investigation when it happens, covering preparation and first response, legal analysis and public relations and crisis management campaign.

Meanwhile, Dacheng partners Tian Shuqi and Dun Mingyue provided an informative and in-depth presentation that ran the gamut of the new developments in IP litigation in China. This covered the application of evidence rules in IP litigation and the amendments of the Patent Law to changing the recognition conditions of well-know trademarks and the mediation tendency of courts.

Delegates also attended the key Managing Partner's Forum which was held during the one-day event.

The panellists, including renowned domestic firms’ decision makers –TransAsia Lawyers’ managing partner Jesse Chang, executive partner of Grandall Legal Group Wang Weidong and Dacheng’s managing partner Wang Zhongde, had an interactive discussion regarding “exploring new ways of Sino-foreign cooperation in a new world where China will play a larger role”. ALB Asian Legal Business ISSUE 9.7

feature | Beijing In-house Legal Summit >>

Sponsor Information for ALB In-House Legal Summit – Beijing, 26 November 2009

Grandall Legal Group

Withers Worldwide

Topic: Time for some Housekeeping Topic description: • General Corporate & Commercial - which will cover PRC Company Law, PRC Contract Law and the related Implementation Rules – its application and implication on FIEs; • The importance of Corporate Governance, Role, duties and responsibilities of Legal Representative and directors; • the Company Seal and its significance; • Pointers in a valid and enforceable Commercial Contracts in China.

Brief description Counsel/Partners of Grandall Legal Group will touch on general corporate and commercial issues faced by Foreign Investors / FIEs. The role, responsibilities and liabilities of Legal Representatives and Directors, the importance and significance of the Company Seal, and some practical tips on the preparation of valid and enforceable Commercial Contracts. This workshop would be conducted in an interactive form and Q&As are welcomed!

Speakers: Will Fung, Senior Foregin Counsel; Wenjie Sun, Partner, Attorney-at-law; Gregory Sy, Attorney-atlaw (New York) / Senior Foreign Counsel

Topic: Outbound M&A for Chinese companies: tax structuring; and opportunities and challenges in Europe and London Topic description: With asset values down and companies looking to restructure in the West, now is a better time than ever for Chinese companies to expand into US and UK markets.

Western partners are now more than ever willing to create technology partnerships, joint ventures and even sell outright. However overseas expansion brings with it challenges of managing the transaction, adapting to foreign market practices and integrating different management styles. 3 senior lawyers from Withers will give you valuable insights into all these issues, including optimum tax structuring techniques for investment into the US and the UK, how to manage the deal process to obtain best value, what are the current opportunities and what are the advantages of a private or a public company acquisition in the UK. Speakers: Joe Field , Senior Regional Partner - Asia; Adam Duthie, Head of European Commercial Group; Guy Facey, Hong Kong Regional Head of Corporate

TransAsia Lawyers

Topic: Essential Employment Law Developments: Must Know for Employers Topic description: • Critical Changes in PRC Employment Law arising from the Employment Contract Law • Detailed Implementing Regulations of the ECL: Clarification or Confusion?

• The ECL Implementing Regulations: Key Points and New Directions • Shanghai High Court’s New Guiding Opinions on the Applicability of the ECL • New types of Labor Disputes and its Impact on Operational Costs Brief description Dr. Wan focused on the major reforms affecting employers’ rights and obligations under the newly promulgated Implementing Regulations for the ECL, the Labor Dispute Mediation and the Arbitration Law, as well as the Shanghai High Court’s Guiding Opinions on the Applicability of the ECL. This workshop is a must for inhouse counsel and HR directors to learn and understand the implications for and application of the new law to existing and future PRC employment contracts.

Speaker: Dr. Isabelle Wan, Senior Partner & Leader, Employment Law Practice

China Legal Career

Sandler, Travis & Rosenberg

Topic: Are you ready for a customs and trade audit or investigation Topic description: For customs and trade compliance, in this complex business and regulatory environment, bad things happen from time to time to various companies.

One of the most stressful situations that the corporate lawyers do not want to confront but can still happen to any business is a customs and trade audit or investigation on customs valuation, classification and other customs and trade matters.

It’s believed that in the economic difficult times the governments are look for revenue and the auditors or investigators now have aggressive performance and targets to hit, with advanced information technologies, information database and risk analysis tools.

We advise that things you should do to prepare your business now, and how to handle a customs audit and investigation when it happens: Preparation; First Response; Mistakes in the customs and trade transactions; Protection of legal rights; Legal Analysis; Public relation and crisis management campaign.

Speakers: Zhaokang Jiang, Esq., Partner in charge of Asia Practice

www.legalbusinessonline.com

Wilson Sonsini Goodrich & Rosati and Pachulski Stang Ziehl & Jones LLP

Topic: 2010 - A Year of Economic Transition in China and the United States: Risks and Opportunities for Chinese Companies Topic description: In this joint program, both China-based and US-based experts discussed the risks and opportunities for Chinese companies in the coming year in light of the economic transition in China and the United States.

It is anticipated that US trading partners of Chinese companies will continue to experience financial uncertainty and potential insolvency issues, leading to opportunities for Chinese companies seeking growth through M&A or foreign investments. Moreover, access to US capital markets and other sources of foreign investment is expected to increase for Chinese companies. The discussion will cover the risks for Chinese companies doing business with distressed US companies and alternatives to address and manage the risks and maximize opportunities in these situations, as well as strategies to most effectively take advantage of M&A and capital raising opportunities in the current environment.

Speakers: Don S. Williams, Partner - Wilson Sonsini Goodrich & Rosat; Laura H.Luo, Associate - Wilson Sonsini Goodrich & Rosati (Not presence on the summit day); Malhar S. Pagay, Partner, Pachulski Stang Ziehl & Jones LLP

Dacheng Law Offices

Topic: The Application of Evidence Rules in Intellectual Property Litigation and New Trend of Intellectual Property Litigation in China Topic description: In the legal proceedings of intellectual property cases, regarding whether a party has fulfilled its obligation of evidence producing, it should be determined according to the rules provided by the laws and judicial interpretations as well as the facts of the case. Therefore, the attorney shall be familiar with the rules and be able to produce evidence and cross-examine evidence according to the rules, so as to obtain a decision in the favor of his/ her client.

The speaker addressed the issues emerged in the past few years as well, including the amendments of the Patent Law, the change of recognition conditions of well-know trademarks, the solution of the conflict between company names and trademarks, the determination of damages, the mediation tendency of courts, malicious lawsuit, as well as the proposition of combination of three kinds of legal procedures.

CLC has an international network that spans the US, UK and Hong Kong, and specialises in placing legal professionals for corporations and law firms, including general counsel, legal directors, counsels, partners and associates. Focusing on the upper echelons of the legal market, CLC counts Wall Street, Magic Circle and Fortune 500 companies as regular clients.

Luncheon presenter: Frazer Xia Founder and managing director of China Legal Career, Xia has 20 years’ business experience in China and in the US. He founded CLC in May 2006 and has in the past 4 years brought the firm from a startup to a recognized national brand in China in the area of legal recruiting.

He’s been responsible for a numerous successful placements of senior legal professionals to multinational companies and foreign law firms in China.

ASSOCIATE SPONSORS

Speakers: Shuqi Tian, Partner; Mingyue Dun, Partner

49

Market Data | M&A >>

50

ISSUE 7.1

Market Data | capital markets >>

Equity Capital Markets TRANSACTIONS List China, Hong Kong Jan 3 - Jan 30 Issuer

Proceeds (USDm)

Issue Date

Currency

Bookrunner(s)

Sector

China China XD Electric Co Ltd China National Erzhong Group

1,512.7

01/20/10

CNY

China International Capital Co

Energy and Power

373.5

01/25/10

CNY

Hongyuan Securities Co Ltd

Industrials

Zhejiang Chint Electrics Co

368.8

01/12/10

CNY

Guotai Junan Securities

High Technology

ZTE Corp

338.2

01/13/10

HKD

Goldman Sachs & Co

Telecommunications

Hidili Industry International

250.0

01/12/10

CNY

Bank of America Merrill Lynch; Citigroup

Materials

Haining China Leather Market

205.2

01/11/10

CNY

CITIC Securities

Consumer Staples

Yunnan Tin Co Ltd

198.2

01/25/10

CNY

Guosen Securities Co Ltd

Industrials

Anhui Xinhua Media Co Ltd

190.1

01/06/10

CNY

Guoyuan Securities Co Ltd

Retail High Technology

Edifier Technology Co Ltd

181.6

01/21/10

CNY

China Merchant Securities Co

Dingli Communications Co Ltd

180.5

01/05/10

CNY

Pingan Securities Co Ltd

High Technology

Juli Sling Co Ltd

175.9

01/11/10

CNY

Guosen Securities Co Ltd

Industrials

Hiconics Drive Tech Co Ltd

150.1

01/05/10

CNY

CITIC Securities

High Technology

Guangdong CHJ Industry Co Ltd

145.0

01/14/10

CNY

GF Securities

Consumer Products and Services

Ying Li Intl RE Ltd

142.4

01/21/10

SGD

JP Morgan Securities Asia Pte

Consumer Staples

Bawang International

131.5

01/14/10

HKD

Hongkong and Shanghai Bkg (SG)

Healthcare

Shenzhen Tianyuan DIC Info Co

118.7

01/05/10

CNY

China Merchant Securities Co

High Technology

Zhejiang Hexin Industry Co Ltd

113.6

01/11/10

CNY

Pingan Securities Co Ltd

Consumer Staples Industrials

Shandong Xingmin Wheel Co Ltd

111.7

01/25/10

CNY

Guosen Securities Co Ltd

Shenzhen Green Eco-Manufacture

109.4

01/07/10

CNY

Zhong De Securities Co Ltd

Materials

Shenzhen Haoningda Electronic

106.9

01/25/10

CNY

China Merchant Securities Co

High Technology

Duoyuan Global Water Inc

104.6

01/28/10

USD

Credit Suisse; Piper Jaffray Cos

Industrials

Shanghai Zhezhong Co Ltd

102.0

01/14/10

CNY

Orient Securities Co Ltd

Materials

China Hydroelectric Corp

96.0

01/25/10

USD

Broadband Capital Management

Energy and Power

Beijing CREAT

94.9

01/18/10

CNY

Pingan Securities Co Ltd

High Technology

Maanshan Dingtai Rare Earth Co

91.4

01/21/10

CNY

Guoyuan Securities Co Ltd

High Technology

Hubei Tech Semiconductor Co

90.8

01/05/10

CNY

Jinyuan Securities Co Ltd

High Technology

IFM Investments Ltd

87.4

01/27/10

USD

Goldman Sachs & Co; Morgan Stanley

Real Estate

Anhui Taier heavy Industry Co

85.7

01/14/10

CNY

Huatai Securities

High Technology

Xinghui Auto Model Co Ltd

85.1

01/05/10

CNY

GF Securities

Retail

Henan Senyuan Electric Co Ltd

83.8

01/28/10

CNY

Huatai Securities

High Technology Healthcare

Inner Mongolia Free Han Pharm

80.7

01/05/10

CNY

Pingan Securities Co Ltd

iESLab Co Ltd

80.6

01/07/10

CNY

Haitong Securities

High Technology

Hwa Create Corp Ltd

76.5

01/05/10

CNY

Hongyuan Securities Co Ltd

High Technology

Shandong Qixing Iron Co Ltd

68.4

01/28/10

CNY

Donghai Securities Ltd

Materials

Xiamen 35.com Techn Co Ltd

67.2

01/29/10

CNY

China Merchant Securities Co

High Technology

Shenzhen Sunwin Electronics Co

64.5

01/05/10

CNY

China Merchant Securities Co

High Technology

Shenzhen Selen Sci & Tech Co

64.0

01/07/10

CNY

China Merchant Securities Co

Consumer Products and Services

Zhuhai Orbita Control Eng Co

62.3

01/29/10

CNY

Southwest Securities Inc

Consumer Products and Services

Nantong Jinghua Pharma Co Ltd

58.0

01/18/10

CNY

Huatai Securities

Healthcare

Sinovac Biotech Ltd

57.5

01/27/10

USD

UBS Investment Bank; Piper Jaffray Inc

Healthcare

HONG KONG Tianjin Port Dvlp Hldgs Ltd

318.0

01/12/10

HKD

China Intl Trust & Investment; Bank of America Merrill Lynch; Morgan Stanley & Co

Industrials

China Shineway Pharm Grp Ltd

191.0

01/12/10

HKD

Goldman Sachs & Co

Healthcare Consumer Products and Services

Goldlok Toys Holdings Co Ltd

122.4

01/18/10

CNY

Pingan Securities Co Ltd

TCC International Holdings Ltd

109.2

01/14/10

HKD

BNP Paribas (Hong Kong)

Materials

Far East Consortium Intl Ltd

103.2

01/07/10

HKD

Credit Suisse; Deutsche Bank Asia

Real Estate

Winbox Intl(Hldgs)Ltd

90.0

01/15/10

HKD

UBS

Consumer Staples

China Oil & Gas Group Ltd

80.5

01/25/10

HKD

Deutsche Bank (Hong Kong)

Energy and Power

DEBT CAPITAL MARKETS TRANSACTIONS LIST China, Hong Kong Jan 3 - Jan 30 Issuer

Proceeds (USDm)

Issue Date

Currency

Bookrunner(s)

Sector

China Evergrande Real Estate Group

750.0

01/21/10

USD

Bank of America Merrill Lynch; Goldman Sachs & Co; Bank of China International UK

Real Estate

China Resources Power(Jiangsu)

556.6

01/08/10

CNY

Goldman Sachs Gao Hua

Energy and Power

Urumqi City Constr Invest

366.2

01/15/10

CNY

Pingan Securities Co Ltd

Industrials

Chenzhou City Constr Invest

293.0

01/21/10

CNY

China Galaxy Securities Co

Industrials

China South Inds Grp Corp

146.5

01/15/10

CNY

China Everbright Bank

Financials

Taizhou Urban Constr Invest

146.5

01/25/10

CNY

Cinda Securities

Financials

China Construction Bank HK

82.2

01/15/10

HKD

ANZ HongKong

Financials

Shaanxi Nonferrous Metal

73.2

01/13/10

CNY

Industrial Bank Co Ltd

Materials

HONG KONG 128.9

01/14/10

HKD

HSBC Holdings PLC

Industrials

Wharf Finance (BVI) Limited

Kowloon Canton Railway Corp

70.9

01/12/10

HKD

HSBC Holdings PLC

Financials

Cheung Kong Finance

64.5

01/07/10

HKD

Standard Chartered Bank (HK)

Financials

Sun Hung Kai Prop Cap Mkt Ltd

64.5

01/07/10

HKD

Hongkong & Shanghai Bank (HK)

Financials

Cheung Kong Finance

64.5

01/12/10

HKD

HSBC Holdings PLC

Financials

The Link Finance (Cayman) 2009

64.5

01/14/10

HKD

HSBC Holdings PLC

Financials

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The Global Recession is a Paper Tiger in Asia.

In-house Head of Legal (15 yrs pqe) Shanghai As the Head of Legal of this important

business group of a major Asian conglomerate, the incumbent will advise on commercial and corporate matters supporting global sales and manufacturing facilities in China. The role will also provide support for M&A and financial transactions, litigation and various group matters. Exposure to international business, especially in Asia, strong organizational skills and the ability to interface with overseas operations are required. Strong leadership and seasoned business exposure is needed to be effective. Fluent spoken Mandarin is preferred, and Chinese writing is ideal. As this is the company’s headquarters, there is opportunity to grow the role. Ref: 8561/CB

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Legal Counsel (5-7 years pqe) Beijing Are you ready to oversee all Chinese legal activities and projects for a well-known multinational company? The role will work with teams in Europe and partners in China to manage a variety of legal tasks, reporting to the highest levels of the company. This position must proactively manage legal risks while keeping sight of all aspects of the corporate life of the company in China. You must be ready to take charge of legal support actions for large industrial cooperation projects, internal restructuring projects due to tax/financial drivers, agreements with suppliers, day-to-day legal support to all Chinese business units and the elaboration and implementation of compliance policies in China. Ref: 8604/CB Senior Legal Counsel (4-8 yrs pqe) Beijing Our client, a sovereign wealth

fund, seeks Legal/Senior Counsel to advise on M&A, funds, private equity and outbound investment matters. The successful candidate will be PRC qualified with US LLM or JD qualification. Wall Street experience will be an asset. Native Mandarin and fluent English are essential. The company will provide excellent employment benefits to the right candidate. Ref: 8521/CB

China Counsel (5+ yrs pqe) Beijing This is an exciting opening at a NASDAQ listed American insurance company in Beijing. The ideal candidate will need to have at least 5 years of relevant experience in this industry. The role will have frequent interactions with the US headquarters, therefore, excellent English and interpersonal skills are required. Ref: 8523/CB In-house Lawyer (5 yrs pqe) Beijing One of the most prestigious global names is seeking a legal professional with experience gained in the IT industry that is able to review, draft and negotiate customer transactions. You should be able to present innovative, original solutions and work independently on a large volume of documents. A general understanding of IP issues is necessary. Excellent verbal and written communication skills are imperative. Ref: 8552/CB IP Litigator (2 yrs pqe) Shanghai Be responsible for enforcing intellectual

property issues by initiating and conducting law suits for a recognized consumer brand. The successful candidate will have good knowledge of Chinese trademark and procedural law with at least 2 years litigation experience in IP cases. The role will involve collecting evidence, issuing cease and desist letters, negotiating settlements and coordinating raids and border seizures together with police and customs authorities. Excellent communication and good English language skills are necessary. Ref: 8562/CB

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