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ISSUE 7.3

ALB China Law Awards 2010 Detailed guide to all this year’s finalists

2010 ALB中国法律大奖候选人名单揭晓

CEPA for law firms

A gate in the Great Wall that is yet to open?

CEPA框架下法律服务业开放仍显不足

ALB Special Report: Shanghai 2010 Power swings towards domestic firms

上海2010:内资律所市场优势日益明显

CHINA

Employer of Choice

2010

最佳雇主

Employer of Choice: CHINA

Best firms to work for revealed 律师评选出最理想的雇主

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

www.legalbusinessonline.com


l se un co or e f us end ho tt In a

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BEIJING 25NOVEMBER 2010

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SINGAPORE 29-30 JuUNE 2010

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HONG KONG 25 JUNE 2010

FR

SHANGHAI 9-10 JuUNE 2010

Bo

SH HK SG BJ

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d ite Lim

Asia’s most respected monthly legal magazine presents the: ALB In-House Legal Summit in Hong Kong, China and Singapore 2010. These special legal events are tailor-made to bring together leading private practice lawyers and senior in-house legal counsel from Asia. The Summits represent a fantastic opportunity to address and interact with some of the most active and influential corporate counsel and business leaders in the region today. The focused practice area workshops, plenary sessions and panel discussions provide a unique platform for the frank exchange of views, sharing of best practices and formulation of strategies to best deal with opportunities in 2010. “We are seeing a representative of a whole variety of interests and sectors… There’s a real richness of representatives here. They’re obviously very interested…” Vincent Connor, Head of Asia Pacific, Pinsent Masons – speaking in 2009

“It’s been good to interact with corporates in China and Hong Kong. It gives us a little bit of insight on what’s important to them.” Alastair Da Costa, Asia Managing Partner, DLA Piper – speaking in 2009

For further information and registration (complimentary for in-house legal counsel), please contact Michelle: michelle@kmimail.com +852 2815 5988 +852 2815 5225 For sponsorship opportunities, please contact David Burton: davidb@kmimail.com +852 2815 5988 +852 2815 5225 ALB enjoys alliances with the following organisations

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News | editorial >>

Cadence in cornflakes; music in M&A

W

ork/life balance – is it a contradiction in terms? ALB China has detected a level of industry hostility towards the notion of work/ life balance, one of the more important manifestations of the warm and sensitive new corporate conscience. Part of this may be generational. It is not uncommon for senior lawyers to take a dim view of their ba ling nian hou counterparts, commenting that younger lawyers lack firm loyalty and are less prepared to work longer hours. In this context, “work/life balance” is seen as simply another step in a pervasive rot, another sign that younger lawyers want the rewards but not the hard work associated with a career at a top firm. However, even those who are more generously disposed towards the younger generation of lawyers have expressed concern over the concept of “work/life balance”. This concern stems from what is perceived as a false dichotomy between “work” and “life”, as though the two concepts were mutually exclusive. Does the lawyer with a genuine passion for their vocation really see work as a distinct segment of their life, or is one’s working life an indivisible part of the whole – an inalienable part of one’s identity? In the 1960s, now-famous Australian poet Clive James applied for a job at a London advertising agency and was knocked back. The agency did not want an aspiring poet in their ranks; they wanted someone for whom the poetry was in the advertising itself, someone who could appreciate the cadence in the cornflakes. Perhaps law is not dissimilar. Perhaps time will show that the next generation of truly respected lawyers will be those for whom art lies in advice – and not outside the office.

IN THE FIRST PERSON “It remains very challenging for a Hong Kong firm to find a mainland partner who matches its medium and long-term vision or strategies” Franki Cheung, Deacons (p9)

“We take recruiting new PRC graduates very seriously, and give them full exposure to deal execution and direct client contact. That’s proven to be very appealing to the best and brightest young talents” Antony Dapiran, Freshfields (p38)

“The financial crisis has rushed China into a role we may have expected from it 20-30 years down the track. The supply of corresponding legal infrastructure has not kept pace with these accelerated financial leaps” Campbell Davidson, Allens Arthur Robinson (p63)

Does the lawyer with a genuine passion for their vocation really see work as a distinct segment of their life, or is one’s working life an indivisible part of the whole – an inalienable part of one’s identity? www.legalbusinessonline.com

CHINA

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CONTENTS >>

contents 42 30 COVER STORY

2010 Employer of Choice ALB reveals the results of a major survey into which firms have the best reputations as employers, across six distinct criteria

ANALYSIS 8

CEPA: a gate in the Great Wall yet to open CEPA shows that the government is serious about opening its legal market to Hong Kong firms, but given the slow progress so far, is the CEPA framework for the legal sector now redundant?

10 International job fairs: door to international talent? Chinese domestic firms have found a new way to hunt for fresh talent in the US: attending the largest law graduate employment event – The New York University (NYU) Public Interest Legal Career Fair 12 Climate change: legal lessons from Copenhagen Now that China has signed the Copenhagen Accord, savvy law firms need to develop

climate change expertise to stay ahead of the competition. ALB investigates the evolution of the climate change practice

FEATURES 42 ALB Special Report: Shanghai 2010 Experienced lawyers are leaving international firms to join domestic rivals in droves. ALB investigates this and other trends in the country’s financial capital 48 ALB China Law Awards 2010 – the finalists The biggest night on this year’s legal calendar will showcase a bigger, wider and deeper array of talent than ever before. Here is a complete list of all the finalists across the 37 categories of this year’s ALB China Law Awards 2010

62 Finding a competitive edge: strategies of Australia’s top law firms Opportunities for law firms in post-financialcrisis China abound, but with cut-throat competition between them, who will get the biggest share? ALB talks to Australia’s top law firms about their strategies for China 64 ALB’s Leading Tax Firms 2010 ALB highlights the law firms that lead the pack in tax & trusts advisory work, as voted by in-house lawyers and business people from across the Asia-Pacific and Gulf regions

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

Arbitration editor Guantao 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 editor 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. Mergers & Acquisitions Azmi & Associates is reputably known as one of Malaysia’s leading firms in the areas of Mergers & Acquisitions, Capital & Debt Market, Corporate & Commercial, Energy & Utilities, Restructuring, Projects, Construction, Privatisation and Financing, Litigation and Arbitration and is also rapidly building its reputations in the areas of Intellectual Property and information technology.

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SIAC is an independent, not-for-profit organisation, providing the international business community with a neutral, efficient and reliable dispute resolution institution in Asia. Most of the parties involved are non-Singapore parties; panel arbitrators are from all over the world; various contracts opt for non-Singapore law as the substantive laws; secretariats are multinational and multi-bilingual; and the arbitral awards are enforceable in over 140 signatory countries to the New York Convention. International tax editor AzureTax Ltd provides transparent strategic and ethical tax advice. Through our professional corporate and International, tax advisory and trustee services your tax plan is comprehensively implemented. Our tax advice provides independent innovative and rigorous solutions which deliver results and long-term accountability. Qualified UK, US, Hong Kong and PRC tax advisors. Tax filings for UK, US and Hong Kong Tax returns.

ISSUE 7.3


ALB China issue 7.3

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

Regional managing

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62

Weiyah Chiang Chris Lai

China editor

Photographers

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Junior journalists

REGULARS 4 16 • • • • 17 19 21

DEALS NEWS Bird& Bird takes the plunge under CEPA Grandall boost IP team via merger Orrick names new China head Debut airline bankruptcy details emerge UK report US report Opinion Keith Brandt, Hammonds 28 Appointments 66 Mergermarket M&A update 67 Thomson Reuters ECM update

COMMENTARY 13 ADR CIETAC

20 Mergers & Acquisitions Asmi & Associates 22 International tax Azure Tax 23 Singapore Loo & Partners 24 Beijing Guantao 25 Arbitration SIAC

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Design manager Jacqui Alexander

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Business development manager

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Traffic managers

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NEWS | deals >>

| M&A |

deals in brief

►► Prudential PLC–AIA acquisition 英国保诚收购友邦保险 Value: US$35bn

Firm: Slaughter and May Lead lawyers: Laurence Rudge, Padraig Cronin Client: Prudential Firm: Cleary Gottlieb Lead lawyers: Sebastian Sperber, Victor Lewkow, Sung Kwan Kung Client: Prudential Firm: Debevoise & Plimpton Lead lawyers: John Vasily, Jeremy Hill Client: AIG Firm: Sullivan & Cromwell Lead lawyer: Robert DeLaMater Client: AIG Firm: Norton Rose Lead lawyer: James Bateson Client: AIG Firm: Weil Gotshal & Manges Lead lawyers: Michael Aiello, Matthew Gilroy, Joseph Allerhand, Mark Hoenig, Akiko Mikumo Client: AIG Firm: Herbert Smith Lead lawyers: Will Pearce, Alex Bafi, Chris Fanner Client: Underwriters Firm: Cravath Swaine & Moore Lead lawyers: Robert Townsend, Craig Arcella Client: Financial advisors

| M&A | ►► Diageo – Chengdu Yingsheng Investment acquisition 帝亚吉欧收购水井坊 Value: US$925m

Firm: Haiwen & Partners Lead lawyer: Wang Pei Client: Diageo Firm: Freshfields Lead lawyers: Heiner Braun, Jack

4

Wang, Robert Ashworth Client: Diageo Firm: Slaughter and May Client: Diageo • Diageo acquires controlling stake in Chengdu Yingsheng Investment, owners of Chinese winery ShuiJingFang • Freshfields team included six lawyers across Shanghai and Beijing

Robert Ashworth Freshfields

• Slaughter and May are longstanding counsel to Diageo, and previously advised its debt market issue in 2008

• The transaction, which consists of US$25bn in cash and US$10.5bn in convertible, preferred and common stock, is subject to shareholder and regulatory approval

• Acquisition is the world’s largest amount in the insurance industry, will transform Prudential into the world’s top non-Chinese insurer by market capitalisation • Debevoise is AIG’s long term legal advisor and has advised the company on its US$2.5bn sale of Nan Shan Life Insurance and the US$500m sale of its asset management business to Hong Kong private equity firm Pacific Century Group

| PROJECT FINANCE | ►► Guangzhou-Shenzhen– Hong Kong express rail link agreement 广深港高速铁路项目 Value: US$8.6bn

Firm: Slaughter and May Lead lawyers: Gill Meller, Jason Webber Client: MTR Corporation • Government governs the construction of 26km high-speed rail link between central Hong Kong and the border with mainland China at Shenzhen • Project is one of the largest public infrastructure projects ever undertaken in Hong Kong

| M&A | ►► CNOOC–BRIDAS Corporation JV 中海油与BRIDAS ENERGY HOLDINGS合资公司计划 Value: US$3bn Firm: Akin Gump Lead lawyers: James Langdon, Steven Blakeley, Douglas Glass Client: BRIDAS

“We are delighted to have acted for CNOOC, a long-standing client of the firm, on this strategic and landmark transaction involving our providence of integrated advice across the spectrum of law and on-the-ground support in the various deal locations” Stanley Jia, Baker & McKenzie ISSUE 7.3


NEWS | deals >>

Firm: Baker & McKenzie Lead lawyers: Stanley Jia, Bee Chun Boo Client: CNOOC • Transaction is conditional on certain governmental approvals in China and is expected to be completed in the first half of 2010 • Deal has involved many weeks of intense negotiations in Beijing and Madrid • Akin Gump is long-standing legal advisor to Bridas, Argentina’s second-largest oil producer • Transaction follows Akin Gump’s representation of Nobel Oil resulting in the establishment of the first Russian-Chinese joint venture in the Russian oil and gas industry

| M&A | ►► PetroChina and Royal Dutch Shell–Arrow Energy acquisition 壳牌和中石油联合收购 Arrow Value: US$3bn Firm: Blake Dawson Lead lawyer: Justin Shmith Client: PetroChina Firm: Gilbert + Tobin Justin Shmith Lead lawyers: Blake Dawson Gary Lawler, Garry Besson, Marko Komadina Client: Arrow Energy Firm: Allens Arthur Robinson Lead lawyers: Andrew Knox, Chelsey Drake Client: Royal Dutch Shell • Potential acquisition is the first major acquisition by PetroChina in Australia • Arrow Energy was initially advised by Mallesons but the firm withdrew its involvement and was replaced by Gilbert + Tobin • This bid follows on from Shell’s acquisition (advised by Mallesons and AAR) of 30% of Arrow Energy’s resources, which included interests in coal seam gas tenements that provide potential gas supply for LNG production www.legalbusinessonline.com

►► YOUR MONTH AT A GLANCE

Firm

Jurisdiction

Deal name

Akin Gump Allens Arthur Robinson Baker & McKenzie Blake Dawson BLC Cleary Gottlieb

China/Europe China/Australia China/Europe China/Australia China/Hong Kong China/Hong Kong/ US/Europe China/Hong Kong China/Hong Kong China/Hong Kong/ US/Europe China/Hong Kong/ US/Europe China/Hong Kong

CNOOC–BRIDAS Corporation JV PetroChina and Royal Dutch Shell–Arrow Energy acquisition CNOOC–BRIDAS Corporation JV PetroChina and Royal Dutch Shell–Arrow Energy acquisition Duoyuan Global Water follow-on public offering Prudential–AIA acquisition

Commerce & Finance Conyers Dill & Pearman Cravath Swaine & Moore Debevoise & Plimpton East Associates Law Firm Freshfields Gide Loyrette Nouel Gilbert + Tobin Grandall Guantao Law Firm Haiwen & Partners Han Kun Herbert Smith Jingtian & Gongcheng JSM Mayer Brown King & Wood Latham & Watkins Longan Lu, Lai & Li Solicitors Mallesons Stephen Jacques Maples and Calder Morrison & Foerster Norton Rose O’Melveny & Myers

Paul Hastings

Prudential–AIA acquisition

35,000

M&A

66

Joint venture M&A M&A Equity market Equity M&A Equity market Equity M&A

TCL Communication Technology Holdings rights issue Ruinian International Hong Kong IPO Air China–Cathay Pacific cargo JV China CNR Group–Shanghai Rail Traffic Equipment Development stake acquisition Sinovac Biotech follow-on public offering China Datang Corporation–Mongolian Mining project finance Ruinian International Hong Kong IPO PE Real Estate Fund–Shui On China Central Properties China Overseas Land & Investment–Shell Electric acquisition

46 115 244 53

Debt market Equity market Joint venture M&A

66 undisc. 115 53 495

Equity market Project finance Equity market Equity M&A

Duoyuan Global Water follow-on public offering Ruinian International Hong Kong IPO Prudential–AIA acquisition

105 115 35,000

Equity market Equity market M&A

105 66 53 495

Equity market Equity market Equity M&A

China/Hong Kong China China/Hong Kong China China/US China/Hong Kong China/Hong Kong China/Hong Kong/ US/Europe China/Hong Kong China/Hong Kong China China/US

China/Hong Kong/ US/Europe China/Hong Kong China China/Hong Kong/ US/Europe China/Hong Kong China China/Hong Kong/ US/Europe China China/Hong Kong China/Singapore China/Hong Kong

925

Equity market

244 1,200 3,000 115 53 925 66 27 35,000

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

White & Case WongPartnership Winston & Strawn

Capital markets Equity market M&A

Air China–Cathay Pacific cargo JV Micron–Numonyx acquisition PetroChina and Royal Dutch Shell–Arrow Energy acquisition Ruinian International Hong Kong IPO PE real estate fund–Shui On China Central Properties Diageo–Chengdu Yingsheng Investment acquisition Sinovac Biotech follow-on public offering China LianDi Clean Technology Engineering private placement Prudential–AIA acquisition

Rhudd & Associates Shearman & Sterling

Tian Yuan Walkers Weil Gotshal & Manges

105 115 35,000

Diageo–Chengdu Yingsheng Investment acquisition

China/Hong Kong China China

Sullivan & Cromwell

Duoyuan Global Water follow-on public offering Ruinian International Hong Kong IPO Prudential–AIA acquisition

China China/US China/Australia China/Hong Kong China China China/Hong Kong China China/Hong Kong/ US/Europe China/Hong Kong China/Hong Kong China China

Pillsbury Rajah & Tann

Slaughter and May

Equity M&A Equity M&A Capital markets M&A

Sinovac Biotech follow-on public offering

Deal type

China

China

Skadden

Value (US$m) 3,000 3,000 3,000 3,000 105 35,000

M&A

Duoyuan Global Water follow-on public offering Sinovac Biotech follow-on public offering PE Real Estate Fund–Shui On China Central Properties China Overseas Land & Investment–Shell Electric stake acquisition Beijing Building Materials Group–Lafarge China Offshore Holdings acquisition Duoyuan Global Water follow-on public offering PE Real Estate Fund–Shui On China Central Properties Shenzhou Pagina-kang Technology–Jianxiang Hemu Biological Technology acquisition Sinovac Biotech follow-on public offering Micron–Numonyx acquisition Ruinian International Hong Kong IPO China Overseas Land & Investment–Shell Electric stake acquisition Prudential–AIA acquisition

35,000

M&A

Guangzhou-Shenzhen-Hong Kong express rail link agreement Diageo–Chengdu Yingsheng Investment acquisition Prudential–AIA acquisition

8,600 925 35,000

Project finance M&A M&A

Duoyuan Global Water follow-on public offering PE Real Estate Fund–Shui On China Central Properties Prudential–AIA acquisition

105 53 35,000

Equity market Equity M&A

50 105 204 105

Equity Equity market M&A Equity market

74

Providence Equity Partners–Baidu Inc investment Duoyuan Global Water follow-on public offering AM Alpha (Singapore)–Tianchen Rose Plaza acquisition Duoyuan Global Water follow-on public offering

M&A

105 53 30

Equity market Property M&A

66 1,200 115 495

Equity market M&A Equity market M&A

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

alb@keymedia.com.au

61 2 8437 4700

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NEWS | deals >>

| M&A | ►►Micron–Numonyx acquisition 美光收购Numonyx 计划 Value: US$1bn

Firm: Gide Loyrette Nouel Lead lawyer: Warren Hua Client: STMicroelectronics Warren Hua Firm: Shearman Gide Loyrette & Sterling Nouel Lead lawyers: John Wilson, Michael Dorf, Mark Hyland, Laurence Crouch, Tina Patel, Beau Buffier, Caroline Leeds Ruby Client: STMicroelectronics

• Transaction is subject to regulatory review and other customary closing conditions • Micron will acquire Numonyx under a share swap deal

| JOINT VENTURE | ►►Air China–Cathay Pacific cargo JV 国航与国泰航空上海成立合 资货运公司 Value: US$244m

Firm: Freshfields Lead lawyers: Kay-Ian Ng, Jack Wang Client: Air China Firm: JSM Mayer Brown Client: Cathay Pacific • Cathay Pacific's investment will include aircraft and engines for the joint venture, which will use the existing facilities and fleet of Air China subsidiary Air China Cargo • JV is aimed at capturing business opportunities in the Yangtze River Delta region adjacent to Shanghai • Freshfields also advised Air China in August 2009, on its US$825m stake acquisition of Cathay Pacific

• O’Melveny & Myers also acted the underwriters in Duoyuan’s IPO last year

Firm: Shearman & Sterling Client: Issuer

| M&A |

Firm: Jingtian & Gongcheng Client: Underwriters Firm: Morrison & Foerster Lead lawyers: Ven Tan and Stephen Birkett Client: Underwriters

Xu Chen Grandall

Ven Tan Morrison & Foerster

• Grandall is Chinese health food company Ruinian International’s long term legal advisor

| CAPITAL MARKETS | ►►Duoyuan Global Water follow-on public offering 多元环球水务增发1.15億美 元股份

| M&A |

►►China Overseas Land & Investment–Shell Electric stake acquisition 中国海外发展有限公司收购 蚬壳电器工业股权

►►AM Alpha (Singapore) –Tianchen Rose Plaza acquisition AM Alpha收购上海天宸玫 瑰广场

Firm: Mallesons Client: Shell Electric

Firm: WongPartnership Lead lawyers: Gerry Gan, Miao Miao Client: AM Alpha

Firm: Winston & Strawn Lead lawyers: Simon Luk, Eric Cohen Client: Issuer

• AM Alpha acquires Tianchen Rose Plaza from Shanghai Hetai Property Development, a wholly-owned subsidiary of Shanghai Stock Exchange listed company Shanghai Tianchen Company Ltd

Firm: Maples and Calder Client: Issuer

Firm: Paul Hastings Client: China Overseas Land and Investment Firm: Skadden Client: Underwriters • China Overseas Land and Investment Ltd has launched a voluntary unconditional cash offer to acquire the remaining shares it does not already own in Shell Electric

Value: US$204m

| CAPITAL MARKETS | ►►Ruinian International Hong Kong IPO 瑞年国际香港上市 Value: US$115m

Firm: Grandall Lead lawyer: Xu Chen Client: Issuer Firm: Conyers Dill & Pearman Client: Issuer

►►Beijing Building Materials Group–Lafarge China Offshore Holdings acquisition 北京金隅股份有限公收购 Lafarge Value: US$74m

| M&A |

Value: US$495m

6

Firm: Lu, Lai & Li Solicitors Client: Issuer

Value: US$105m

Firm: Commerce & Finance Lead lawyer: Li Hui Client: Issuer

Firm: Tian Yuan Client: Underwriters Firm: O’Melveny & Myers Lead lawyers: Kurt Berney, Larry Sussman, Nathan Bush Client: Underwriters Firm: Pillsbury Client: Shareholder

Firm: Paul Hastings Client: Beijing Building Materials Group • Beijing Building Materials Group has agreed to acquire a 65% stake in Beijing Chinefarge Cement Co Ltd, a 70% stake in Beijing Shunfa Lafarge Cement Co Ltd, and a 76.22% stake in Beijing Yicheng Lafarge Concrete

| CAPITAL MARKETS | ►► Sinovac Biotech follow-on public offering 北京科兴控股公司发行股份 Value: US$66m

Firm: East Associates Law Firm Client: Issuer Firm: Latham & Watkins Client: Issuer Firm: Rhudd & Associates Client: Issuer Firm: O’ Melveny & Myers Lead lawyers: David Roberts, Nate Bush, Barbara Stettner, Larry Sussman, Kurt Berney Client: Joint bookrunners Firm: Haiwen & Partners Client: Underwriters • UBS Securities LLC and Piper Jaffray will serve as joint bookrunners for the offering

Firm: BLC Client: Shareholder Firm: White & Case Client: Depositary • Duoyuan was represented by Hogan & Hartson in its US$88m IPO on the NYSE ISSUE 7.3


NEWS | deals >>

| M&A | ►► China CNR Group–Shanghai Rail Traffic Equipment Development stake acquisition 中国北车股份收购上海轨道 交通设备发展公司股份 Value: US$53m Firm: King & Wood Client: China CNR Group

• As part of the deal, China CNR has won a contract to supply subway cars for the No 8 Subway Line in Shanghai and will also directly inject RMB85m into Shanghai Rail Traffic, making it a 50-50 JV between Shanghai Electric Group and China CNR

| EQUITY | ►► PE real estate fund–Shui On China Central Properties 私募公司投资瑞安物业 Value: US$53m

Firm: Guantao Law Firm Client: PE real estate fund Firm: Lu, Lai & Li Solicitors Client: PE real estate fund Firm: Walkers Client: PE real estate fund Firm: Rajah & Tann Lead lawyer: Penelope Loh Client: PE real estate fund

“China continues to remain very relevant. Insofar of the activity of foreign investors going into China, that is bread and butter and it’s always there” Gerry Gan, WongPartnership

Firm: O’Melveny & Myers Client: Shui On • Firm advised the private equity real estate fund in respect of the acquisition of a special purpose vehicle of Shui On China Central Properties Ltd

| EQUITY | ►► Providence Equity Partners–Baidu investment 美国私募股权投资公司投 资百度 Value: US$50m

Firm: Weil, Gotshal & Manges Lead lawyers: Steve Xiang, Tony Wang Client: Providence Equity Partners • Providence will invest US$50m in the new company to develop an advertising supported online video business providing premium licensed content in China, with Baidu continuing to maintain a majority interest in the company

| DEBT MARKET | ►► TCL Communication Technology Holdings rights issue TCL通訊科技控股发行债卷 Value: US$46m

Firm: Herbert Smith Lead lawyer: Tom Chau Client: TCL • Anglo Chinese and Tom Chau GuocoCapital Herbert Smith acted as joint financial advisors and OSK Capital acted as independent financial advisor, all of them were advised by their in-house counsels

| EQUITY | ►► China LianDi Clean Techonology Engineering private placement 中国联迪反向并购和私募融资 Value: US$27m

Firm: Han Kun Client: China LianDi • Han Kun also represented China LianDi Clean Technology Engineering in its reverse merger with Remediation Services • China LianDi has 3 Hong Kong subsidiaries and a WFOE located in Beijing as its main operating entities • Han Kun primarily assisted in the due diligence process, preparation of disclosure schedule and PRC legal opinion and reviewing of all the transaction documents from a PRC law perspective

| PROJECT FINANCE | ►► China Datang–Mongolian mining project finance 中国大唐集团蒙古矿业投资 Value: Undisc

Firm: Longan Lead lawyer: Zhang Shuguang Client: China Datang • Longan’s legal advice to China Datang includes due diligence, contract drafting and share swaps www.legalbusinessonline.com

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NEWS | analysis >>

Analysis >>

CEPA: a gate in the Great Wall yet to open

“Most leading Hong Kong firms are more comfortable with setting up a JV or an association in which they can have certain management power to oversee the business operation and control quality” Wilfred Tsui, Gallant YT Ho & Co

CEPA shows that the government is serious about opening its legal market to Hong Kong firms, but liberalisation is seen as ‘too slow’ by many. ALB investigates whether better alternatives exist

S

ix years in the making, the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA) has undoubtedly contributed to the closer economic cooperation and integration between the two sides of the Lo Wu Border. It has granted preferential market access spanning over 20 service sectors to Hong Kong businesses, with banking and finance, retail, manufacture and logistics being among the main beneficiaries. Hong Kong and mainland law firms, however, seem reluctant to take advantage of CEPA. Since Hong Kong firms were first allowed to operate in association with their mainland counterparts six years ago, only a small number have tested the new preferential measures and even fewer have achieved meaningful collaboration and commercial success. Chengdu-headquartered Zhonghao Law Firm and Hong Kong’s So Keung Yip & Sin were among the first firms to take the plunge, entering into a formal

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association under CEPA in 2004. And while two parties have maintained a close business relationship, they are considering a possible termination of the association as no real benefits have been forthcoming. “The cooperation under the CEPA association arrangement has no real difference from other forms of cooperation – such as a strategic alliance or referral agreement,” said Robin Yuan, the managing partner of Zhonghao. “A lack of follow-on measures and rules to support and allow further meaningful collaboration and integration between the associated firms has led to a decreased interest and very low motivation for firms to apply for an association. “In addition, our clients have developed a stronger riskaware culture, so the association has added more potential liabilities Robin Yuan to both firms. Negligible Zhonghao advantages, together

with added risk, have regrettably resulted in the possibility to terminate the association,” said Yuan. When CEPA was first launched, firms like Zhonghao embraced the partnership arrangement with great enthusiasm, hoping they would be allowed to transform the association into a joint venture or even a merger, similar to the case of accounting firms. Reality, however, has turned out to be far from the expectation. “We saw the opportunities offered by CEPA as a lucrative cake. But after we had a slice of the cake, we found there was hardly anything tangible on the inside,” said Yuan. Aiming to ride the wave of Hong Kong and foreign investment into Western China, Zhonghao is now contemplating opening its own branch office in Hong Kong.

Other alternatives

Another inital starter under CEPA was Hong Kong firm Fred Kan & Co, which established a representative office in Tianjin in 1998 and entered into an association with Tianjin firm JD Hands in 2004. The firm’s partner and chief representative of the Tianjin office, Edward Tse, sees the association as ‘two firms working in the same office’. “It’s convenient for us to be able to work together in the same office in Tianjin, but under the CEPA framework the nature of cooperation between the two firms remains on the referral level. Each firm is paid a commission based on the clients and cases it refers to the other,” said Tse. Currently, the two firms are collaborating on representing a PRC company in an arbitration case in Hong Kong. Because Fred Kan only has one mainland representative office and JD Hands is a Tianjin-based local firm, the amount of business generated ISSUE 7.3


NEWS | analysis >>

►► Who can operate in association under CEPA?

• In order to operate in association with mainland law firms, Hong Kong firms must have: 1. their own names, premises and articles of association 2. assets of RMB100,000 or more 3. three or more partners 4. a partnership agreement in writing • A Hong Kong law firm that has set up a representative office on the Chinese mainland is allowed to operate in association with one mainland law firm, without being subject to geographical restriction. • For mainland firms to operation in association with Hong Kong law firms, CEPA requires they must have been established for at least three years. There’s no requirement on the number of full-time lawyers employed by the mainland law firms. • From October 2009, a Hong Kong law firm that has set up a mainland representative office can operate in association with one mainland law firm in Guandgong that has been established for one year or more; at least one of the persons who established the firm must have been in legal practice for five years or more. • Note: for a full list of liberalization measures for the legal services sector under CEPA, please visit the website of the Trade and Industry Department of Hong Kong (http://www.tid.gov.hk/english/cepa/tradeservices/leg_liberalization.html)

under the association is limited due to geographical coverage. The firm has had to cooperate with other mainland counterparts in different locations to better serve clients’ needs across the country and gain more referral work. It is also a member of ADVOC Asia, an international network of independent law firms. Through ADVOC membership, the firm has established close relationships with other China members, including Shandong Qingdao and Beijing Jincheng Tongda & Neal. “The cost of running a representative office and maintaining the association is quite high, so not many Hong Kong law firms, most of whom are small in size, are willing to pay the price – especially when the return is not equal to the cost,” said Tse. Several other Hong Kong firms have also expanded their business in the mainland through joining international and national legal networks. PC Woo & Co, for example, is a founding member of the Perfectus Alliance, comprised of ten members from different cities. Ng & Shun is a member of LAWorld and a member of Yangtzejiang Legal Network.

international business in Hong Kong and collaborate with Hong Kong and international firms there.” Over the past three years, more than ten PRC firms have set up in Hong Kong and nearly half have formed an association with a local firm, with the prospect of fully merging the businesses under Hong Kong law. King & Wood’s three-year association with Arculli Fong & Ng, which led to the full merger of the two firms last year, is a prime example. While PRC firms are enjoying the free and open market environment in Hong Kong that facilitates the expansion of their international business, the majority of Hong Kong firms are calling for further liberalisation of the mainland market under CEPA. This will allow them to seize more business opportunities in the vast and fast-growing PRC market.

Hong Kong firm wish list

“CEPA opens a door for Hong Kong law firms to expand mainland business. It has helped us a little bit, but it could have been much more useful. The door is not open wide enough to allow more exchange of business or create real benefits for legal sectors in Hong Kong and China,” said Wilfred Tsui, partner of Gallant YT Ho & Co, who also serves as the vice chairman of the Mainland Legal Affairs Committee of The Law Society of Hong Kong. “Compared to other sectors, the legal sector is the one that offers the least market access under CEPA.”

Currently, a reverse liberalisation trend is emerging at a faster pace and with more noticeable effect than CEPA associations. “The preferred route of larger PRC firms to cooperate with Hong Kong firms is to set up their own firms in Hong Kong and form an association with a local firm,” said Keith Brandt, senior partner of Hammonds Hong Kong. “With the determination to assist their clients who are seeking access to Hong Kong and other international markets, ambitious PRC firms have decided to grow their www.legalbusinessonline.com

Like Arculli Fong & Ng, some Hong Kong firms are now prepared to become part of a mega-sized PRC firm, so they can continue development, while at the same time use the PRC partner’s resources in the mainland to back up their cross-border business. However, Tsui said most large and midsized Hong Kong firms would not take that route. “Most leading Hong Kong firms are more comfortable with setting up a JV or an association in which they can have certain management power to oversee the business operation and control quality. Liability issues are the biggest concerns for them,” said Tsui. In a recent wishlist submitted to the Secretary for Justice of Hong Kong on behalf of the Hong Kong legal profession, requests for extension of liberalisation have been made. Suggestions included moving beyond “association” to joint ventures, and allowing the China offices of Hong Kong firms to employ PRC lawyers who can retain their PRC qualification and issue PRC legal opinions.

Critical issues

Growing cross-border activity and strengthening cooperative ties between the legal sectors of both sides are inevitable. But whether it is through forging an association in the mainland under CEPA or forming an association complying with Hong Kong law, the harmonisation of Hong Kong and PRC firms is far from easy. There are real

“It remains very challenging for a Hong Kong firm to find a mainland partner who matches its medium and long-term vision or strategies” Franki Cheung, Deacons issues, which senior partners of all firms have to consider before choosing which arrangement to go ahead with. “It’s critical to identify whether or not tying up with a PRC firm will help a Hong Kong firm achieve real competitive advantage, and whether the benefits of the greater access through an association will outweigh the administrative burdens and risks a tie-up imposes,” said Brandt. “International and Hong Kong law firms like us are looking for closer collaboration with firms throughout China, and we’ll want to maintain 9


NEWS | analysis >>

►► Associations between Hong Kong and mainland firms under CEPA

Analysis >>

Fred Kan & Co and Tianjin JD HANDS 香港简家骢律师行与天津嘉德恒时律师事 务所联营 David YY Fung & Co and Guangdong Zhong Yuan 香港冯元钺律师行与广东中元律师事务所联营 Philip K H Wong, Kennedy Y H Wong & Co and Beijing W&H 香港黄乾亨律师事务所与北京市炜衡律师事 务所联营 Woo Kwan Lee & Lo and Grandall 香港胡关李罗律师事务与国浩律师集团联营 So Keung Yip & Sin and Zhonghao 香港苏姜叶冼律师行与中豪律师事务所联营 Bird & Bird Hong Kong and Xiang Kun 香港鸿鹄律师事务所与翔鲲律师事务所联营

our option of being able to work with a number of firms and being fleet of foot. We don’t want to lose the referral network of clients that’s important to drive our China business.” In addition to the fear that forming an association with just one firm cuts off opportunities for referral work, finding the perfect match for an association presents another major challenge. “Even though the cultural gap between Hong Kong firms and mainland firms is generally narrower, it remains very challenging for a Hong Kong firm to find a mainland partner who matches its medium Franki Cheung Deacons and long-term vision or strategies, in addition to other considerations,” said Franki Cheung, Deacons’ head of China practice group. Difficulties and challenges apart, Hong Kong practitioners are certain that CEPA is alive. “I’m certain that many Hong Kong firms are eager to exploit opportunities offered by liberalisation under CEPA. But it takes time for law firms to assimilate what CEPA measures mean for them in reality and to figure out how to comply with the rules,” said Brandt. “There is a trend towards firming up on associations. Firms that are going to succeed in the new world will be these who take the lead identifying and teaming up with firms of likeminded skills, expertise, size and views on collaboration. We’ll see a growing number of associations being forged over the next two to three years.” ALB 10

International job fairs: the door to international talent?

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t’s five degrees below zero in New York City – but the cold winter wind in the Big Apple is of no deterrence to legal job seekers and employers alike. Some 2,000 law students from 21 law schools line up like concert ticket buyers, vying for a chance to speak to over 200 prospective employers. Flying 7,000 miles from home, Chinese domestic firm representatives have come to hunt for fresh talent in the US. Han Kun, Fangda and Broad & Bright, for example, are attending the largest law graduate employment event – The New York University (NYU) Public Interest Legal Career Fair. An increasing number of domestic firms are taking advantage of this new recruitment channel. “As China ventures abroad, there will continue to be more cross-border transactions that will also become increasingly complex. Therefore it is significant for firms to be equipped with lawyers who understand foreign cultures

and jurisdictions, so as to provide the sophisticated legal advice that is required and also to seize a broader spectrum of clientele,” said Chen Dafei, partner and recruitment manager at Han Kun Law Offices. Having international proficiency is a prerequisite at Han Kun, whose partners endeavour to build an innovative new-generation law firm with its employee requirements. “We are particularly keen on hiring Chinese nationals who have graduated from local universities and have also studied law in universities overseas.” Upholding its belief in organic growth, Han Kun remains fastidious about its candidates and, according to Chen, the job fair works best for them, offering the firm what he describes as “hard and soft elements” that a phone interview cannot. “Different employers appreciate different qualities in their subordinates. The career fair is a very straightforward method for you ISSUE 7.3


NEWS | analysis >>

“They know that with an LLM they have a very low competitive edge in a US firm because they can only work on China-related deals. In a domestic firm they will gain more experience working in a wide variety of practices and also receive more recognition for their work” chen dafei, han kun

to build a first impression and ‘feel’ a personality,” he said. The firm still uses traditional headhunting services, mainly for seeking partner-level lawyers with international expertise who are scarce and therefore worth the expensive costs. “To date, the time frame of the development of the Chinese legal environment is still considered short, therefore, partner-level lawyers with a long period of international experience are very limited. Paying high fees for headhunters to search on our behalf is a reasonable outlay,” Chen said. The legal fair on the other hand, is a large, inexpensive platform that offers a platform of entry-level potential candidates. Making its very first formal attendance at a legal career fair in the US, Han Kun hopes to staff its two new branches – Shanghai and Shenzhen – with ten new internationally qualified partners and associates to help build a global clientele this year. Fangda Partners and Broad & Bright have been attending the event for some time. Fangda attends the fairs specifically to target Chinese students who have gone to universities in New York to study for their LLM. Every year, students are recruited to join the firm as associates. “Having international expertise has become increasingly important over the years, especially now if firms are trying to expand globally and attract more MNCs in China,” said Gordon Gao, a partner at Fangda. On the recommendation of its own partners who have graduated from US universities and are familiar with the concept, Broad & Bright has also attended the job fair twice before. The firm didn’t manage to hire any lawyers from its previous attempts, due to strong competition and lack of interest from undergraduates. “In the short term, candidates were www.legalbusinessonline.com

always tempted to join international firms because the initial salary package is more attractive when compared to a Chinese firm,” said Yuan Changchun, partner at Broad & Bright. But the tide has turned since the GFC. Even now, at the tail-end of the financial crisis, many international firms are still sitting on headcount freezes and cutbacks on expansion plans. Jobseekers are left with far fewer options. “In the past, candidates had a Yuan Changchun lot more options. But now Broad and Bright that international law firms are hiring less, domestic firms have more potential candidates,” Yuan says. While in the past, domestic firms struggled to successfully hire lawyers from these fairs, law firms are very optimistic this year. Their optimism not only stems from fewer options for graduates, but also from the candidates’ abrupt change in attitude regarding their prospects. “After witnessing China’s role in the global economy over the past 12 months, these graduates now realise the economic potential of the country,” said Chen. “China is a massive market and these students are seeing clearer long-

term plans. They know that with an LLM they have a very low competitive edge in a US firm because they can only work on China-related deals. In a domestic firm they will gain more experience working in a wide variety of practices and also receive more recognition for their work.” Competition is intensifying however, as each year more domestic firms with imminent needs participate in the international jobs fairs. “Competition is strong because the workload in the legal services sector is increasing very rapidly. Domestic lawyers with international experience are scarce and everyone wants a piece of the very limited pool of talent,” said Chen. Even though talent is highly sought after, salary packages for lawyers hired from job fairs are no different from those hired locally. “An associate’s salary is ultimately based on his/her experience and qualification. If their capabilities are similar to another associate hired locally, there will be no salary difference – otherwise it could be seen as unfair and cause some conflicts,” explained Yuan. It seems international job fairs will soon become the chosen door for many domestic firms, especially since the initial outlay is minimal. “You submit your firm’s interest to the respective host via email. The space allocated to you only costs around US$500 and the event takes about a day. You get to prescreen candidates’ resumes and select whom you want to speak to and then each candidate gets about 20 minutes interview time,” said Han Kun’s Chen. “It’s a long and tedious process but you get to meet so many of them. What you end up paying for these fairs is miniscule when compared to what good lawyers can generate for your firm.” ALB

国际招聘会:寻求国际法律人才的新渠道 今 年二月,正值纽约的隆冬时节,室外温度零下 五度,然而纵使寒风凛冽,也阻挡不了律所应 聘者和招聘者的热情。来自21家法学院校的约2000 名法律毕业生像购买音乐会门票一般排起了长龙, 以争取与200多家知名律所进行洽谈的机会。一些 中国律师事务所的代表则不惜长途飞跃7,000英里来 此招募纽约的年轻人才。例如,汉坤、方达和世泽 律师事务所均参加美国规模最大的法律毕业生招聘 会 — 纽约大学(NYU)法律职业招聘会。 越来越多的国内律所正利用这一新的招聘渠道招 募人才。汉坤律师事务所的合伙人及招聘经理陈达 飞说:“随着中国企业进军海外市场,跨国交易将 不断增加,其复杂程度也会日益提高。因此,招聘 懂得国外文化和法律的律师,以便为客户提供所需

的高端法律服务及赢得多样的客户,对律所而言 至关重要。” 具有国际专业知识是加盟汉坤的必要条件,该所 的合伙人通过严格招聘从业律师致力于建立新一代 的创新律所。“我们特别希望招聘毕业于本国院校 同时拥有海外学习经历的中国律师。” 由于坚持内部培养的理念,汉坤对应聘者的审核 十分严格,陈先生表示目前招聘会是对他们是最有 用的方式,也能全面考核应试者。他说:“不同的 雇主会青睐具有不同特质的员工。招聘会是一种非 常直接的途径,让您可以获得直观的第一映象,并 亲自“感受”应聘者的个性。” 但律所仍需借助传统的猎头服务寻求具有国际执 业经验的合伙人级别的律师,由于这些人才十分稀

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NEWS | analysis >>

“Having international experience has become increasingly important over the years, especially now if firms are trying to expand globally and attract more MNCs in China”

Analysis >>

Climate change:

the legal lessons from Copenhagen

gordon gao, fangda 缺,因此需要花费高昂的成本。他表示:“目前,中 国法律行业的发展时间仍然较短,拥有资深跨国经 验的合伙人级别的律师非常有限,因此向猎头公司 支付高昂的中介费,帮我们寻求人才仍属合理的开 支。”他补充道,在另一方面,招聘会也可以为期待 入行的潜在应聘者提供成本适当的大型求职平台。 此次是汉坤律师事务所第一次正式参加美国的法 律招聘会,他们希望为上海和深圳的两家分所招聘 十名具有国际经验的合伙人及助理律师,以帮助该 所今年在全球范围内开发客户。 世泽律师事务所及方达律师事务所合伙人均参加过 此类招聘会。方达参与此类招聘会的目的主要是招聘 在纽约大学就读法学硕士课程的中国学生。方达律所 每年都会招募学生加盟担任律师。律所合伙人高国征 先生表示,“近年来国际化专业知识的重要性日益凸 显,尤其是目前如果律所希望在全球范围内拓展业务 并吸引更多跨国企业来华投资,则更是如此。” 根据律所中毕业于美国大学且熟悉这一概念的合 伙人建议,世泽律师事务所曾两度前往参加此类招 聘会。然而,由于竞争激烈及无法引起研究生兴趣 等原因,此前的招聘工作均未果。 世泽合伙人袁长春说:“由于国际律所的起步薪 酬待遇比中国律所更具吸引力,因此短期内应试者 总会争相加盟国际律所。” 但在全球金融危机之后,趋势便开始逆转。即使在 金融危机临近结束时,诸多国际律所仍然奉行停薪留 职及裁员策略,因此应试者的选择越来越少。袁律师 说:“在过去,应试者选择很多。而今,国际律所招聘 减少,国内律所便由此获得了更多的潜在求职者。” 过去,国内律所能在此类招聘会上成功招聘到的人 才寥寥无几,但今年的形势却颇为乐观。他们的乐观 并不仅源于应试者的选择减少,亦源于应试者择业态 度的转变。陈律师说: “过去12个月见证了中国在世 界经济中的地位,应试者如今认识到中国的经济潜 力。中国是一个巨大的市场,学生的长期发展前景更 为明朗,他们明白仅凭法学硕士学位,将无法在美国 的律所获得竞争优势,因为他们仅能处理涉华事务。 但在国内的律所则不同,他们能够在各类执业操作中 获得更多的实战经验及获得更多的认可。” 竞争日趋激烈,每年有越来越多的国内律所迫切 需要参与此类国际招聘会。陈律师说:“竞争之所 以日益激烈是因为法律服务行业的工作量正在迅速 增加,而国内拥有国际经验的律师十分稀缺,因此 每家律所都想将稀有人才纳为己用。” 即使优秀人才十分抢手,招聘会上录用的律师薪 资待遇与国内律师亦相差无几。袁律师解释说:“ 律师的薪资最终要以经验及资历而定。如果他们的 能力与国内录用的律师相当,薪资也将差别不大, 否则不仅会被认为不公平还会导致冲突。” 参加国际招聘会似乎很快将成为许多国内律所招 聘员工的首选途径,尤其是招聘会费用低廉。汉坤 的陈律师说:“可先通过电子邮件将律所的要求提 交予各主办方。招聘展位仅花费约500美元,招聘 通常也仅耗费一天而已。首先筛选应试者简历并选 出希望进行交谈的人士,再对每名应试者进行约20 分钟的面试。通过这一过程可接触大量应试者。相 对获取优秀人才的长远价值来说,参加招聘会的经 费可算是微不足道。”

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Now that China has signed the Copenhagen Accord, savvy law firms need to develop climate change expertise to stay ahead of the curve. ALB investigates the evolution of the climate change practice

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hina, together with another major emitter of greenhouse gases – India, has agreed to support the Copenhagen Accord. On 9 March it formally joined the more-than 100 countries that have chosen to associate themselves with the non-binding Accord. Last December, Copenhagen was host to the United Nations Climate Change Conference (COP15), where a motion to “take note of the Copenhagen Accord” was achieved by the delegates.

The Copenhagen Accord sets a goal of keeping temperature rises below 2°C, and a goal of pledging US$100bn per year from 2020 to help developing countries adapt to climate change. While uncertainty still exists around the legally binding power of the Copenhagen Accord and its application at a national level, climate change is an issue which will only intensify as time passes. Businesses are already feeling the pressure to operate in an environmentally sustainable manner ISSUE 7.3


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Update >>

CIETAC COLUMN Adjudication Principles for Resolution of Domain Name Disputes in China

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anaging the country code top-level domain names (ccTLDs) of China, the China Internet Network Information Centre (CNNIC) follows the current international domain name administration system and model. As the registry, it is responsible for the administration and maintenance of the domain name central database, designation of non-governmental domain name registrar and domain name dispute resolution service provider, issuance and implementation of the .CN Domain Name Dispute Resolution Policy (the Resolution Policy). Adjudication made by the domain name dispute resolution service provider is enforced by the domain name registrar designated thereby. As the dispute resolution service provider designated by CNNIC, the China International Economic and Trade Arbitration Commission (CIETAC) has set up, in 2000, the CIETAC Domain Name Dispute Resolution Centre, which is responsible for resolution of .cn disputes. By the end of 2009, the Centre had received and concluded more than 1200 .CN domain name disputes, with most complainants’ claims supported, some rejected and a few cases withdrawn. The adjudications made by the Centre have been soundly enforced. The panelists of the Centre have gradually worked out the following essential principles for domain name

and many are developing their operations with this in mind. “The Chinese government has done a lot in terms of promoting climate change and a low-carbon economy,” said Ying Ding, an associate at Norton Rose focusing on carbon finance and renewable energy projects in China. “Climate change is quite a popular concept in China and it is considered as one of the top environmental issues. It has a close relationship with energy security, so it has to be a priority.” Baker & McKenzie, which has a well-established global environmental and climate change practice, sees a promising future for the climate change legal practice in China. “Governments around the world, and China Beatrice Schaffrath is no exception, are Baker & McKenzie increasingly incorporating www.legalbusinessonline.com

dispute handling and adjudication in China: 1. A complainant’s civil rights and interests should be those protected under the Chinese Law; 2. A complainant’s civil rights and interests should be prior existing civil rights and interests; Moreover, the resolution mechanism is designed mainly for the resolution of disputes arising from bad-faith registration or use of domain names. With the “.cn” domain name complaints being tenable, all the circumstances are relatively easy to judge except “badfaith registration or use of domain names”; hence, in practice, the key to whether a complaint is tenable lies in the determination of bad faith. The circumstances of bad faith are as follows: 1. The first circumstance of bad faith: a domain name registrant who knows or has reasonable grounds to know about the existence of any other person’s trademark representation or brand name has registered a domain name identical with or confusingly similar to said sign in which he does not enjoy any legitimate rights and interests to seek financial benefit; the act of registration per se is done in bad faith; 2. The second circumstance of bad faith: non-use of registered domain name for a long period of time constitutes registration in bad faith in specific cases;

3. The third circumstance of bad faith: acts of registering on several occasions, as ones’ own domain names, names or signs in which others enjoy legitimate rights and interests to prevent others from using on the Internet said names or signs in which others enjoy legitimate rights and interests as domain names constitute acts done in bad faith; 4. The fourth circumstance of bad faith: domain names are registered or assigned to tarnish complainants’ repute, disrupt their normal business or create confusion with the complainants’ names or marks so as to mislead the public. It needs to be specified that acts of registering or using domain names in bad faith are not those as mentioned above only. The panel has the power to decide that a domain name holder has registered or used a domain name in bad faith according to facts of specific events and circumstances.

climate change, the environment, and sustainability issues into their laws, regulations, and policies,” said Beatrice Schaffrath, co-head of Baker & McKenzie's China environmental and climate change practices. “Thus, climate change issues now have the potential to have a profound impact on clients' bottom lines – both in terms of costs, for example, environmental taxes and levies, and in terms of cost-savings, such as subsidies for renewable energy projects and incentives for increased energy efficiency.”

into opportunities for legal work – and climate change practices are emerging in law firms as clients demand new information. “As climate change is a relatively new area in China, I think this fresh field is going to get more and more active in the near future,” said Michael Yu, a partner at Global. Some larger international firms, such as Baker & McKenzie and Norton Rose, have developed expertise in both global and regional climate change policies and regulatory matters. It is this expertise which adds value when clients are looking to make investments in clean technology, renewable energy projects or the carbon market. “What really counts is legal certainty to make investment decisions,” said Tim Baines, an associate at Norton Rose. “For clients who are particularly focused in this area and do a lot of carbon trading, it is essential to keep abreast of the regulatory environment.

Practising climate change

Climate change can cut across a number of legal disciplines, from litigation to project finance and IP. A variety of clients require climate change advice – hence the vast potential of the climate change practice. The commercial opportunities created by climate change initiatives have translated

Dr. Li Hu, The Panelist of the CIETAC Domain Name Dispute Resolution Center www.cietac.org Add: 6/F, CCOIC Building, 2 Huapichang Hutong, Xicheng District, Beijing 100035, P.R.China Tel: +8610 82217788 Fax: +8610 82217766 / 64643500

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NEWS | analysis >>

“Governments around the world, and China is no exception, are increasingly incorporating climate change, the environment, and sustainability issues into their laws, regulations and policies ” Beatrice Schaffrath, Baker & McKenzie

They look for detailed advice on exactly what is going on and they expect us to be on top of it.” The concept of a climate change practice is still relatively new among domestic firms. Nevertheless, there has been an increase in the number of renewable energy projects in China and legal work is being generated as domestic firms assist with the process of qualifying for CDM status. “We work for several kinds of CDM projects such as wind power plants, hydro power projects and natural gas power projects,” said Zhu Hongwen, a partner at Sunshine

Firm Profile

Tahota

W

hen conducting inbound investments in China, Venture Capital (VC) and Private Equity (PE) players should understand how to set the rights clauses to protect themselves. Such rights clauses generally are as followings: 1. Audit, Information and Inspection. The theoretical principle of this clause comes out of Article 34 of the Company Law of the People’s Republic of China. It is applicable to set the sheer disclosure of relevant information as one of the obligations for the target company and its original shareholders. 2. Valuation Adjustment Mechanism (VAM). Two options: (1) if the pre-set goal fails, the original shareholders transfer part of interests to VC/PE for free or indemnify in cash; (2) if the goal is achieved contrarily, VC/PE bestows part of interests or an amount of cash to the original shareholders as bonus. The combination of the two options is also applied.

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Law Firm. “We advise the client from the very beginning, when they want to check whether their project is qualified for CDM, until the [certified emission reduction] is issued and then to delivery and payment.” The majority of Zhu’s clients consists of Chinese owners of these projects. Sunshine Law Firm has built a reputation for work in this area as a result of the number of CDM projects it has advised on. In China, there is a particular need for specialised knowledge of renewable energy law and an understanding Ying Ding of the framework Norton Rose which regulates clean development mechanisms (CDM). “The knowledge of CDMs is very helpful when you do project finance work or when you practise law relating to the energy sector because CDMs are a very important revenue stream for those projects,” said Norton Rose’s Ding. “In many projects it is a consideration and I think the specialised knowledge in

climate change will play a role.” Domestic firms also have the opportunity to work with international firms on climate change matters. As international firms are unable to advise on PRC law, domestic law firms are called in to assist on domestic legal issues and provide final legal opinions. Global is one domestic firm that has worked with international juggernaut Norton Rose on climate change matters. “From the lawyers’ perspective, it is a win-win situation,” said Global’s Yu. “PRC law firms are still growing and we are trying to be more aggressive on the international market… All CDM projects have a cross-border nature and, like an IPO, this sort of transaction normally requires PRC counsel as well as international counsel.” Few clients will be able to avoid often complex climate change issues in the future. This being the case, eventually firms will need to address their capabilities in the area if they are to avoid disappointing a growing tide of advice-hungry clients. ALB

VC/PE’s rights clauses in inbound investment in China 3. Anti-dilution. Traditionally three ways guarantee anti-dilution for VC/ PE side: (1) cash indemnification; (2) shares proportion increase for VC/PE; (3) free interests transfer from the original shareholders to VC/PE. 4. Dividend Right. For joint venture companies: the dividend ratio must be in consistency with the proportion of registered capital pursuant to Article 8 of Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures. For domestic companies: the dividend ratio can be reached by parties according to Article 35 of the Company Law of the People’s Republic of China. 5. Redemption Right. To stipulate optional redemption ways would be applicable. The options include (1) the target company to decrease registered capital to buy back, (2) the original shareholders to buy VC/PE’s proportion, or (3) the appointed third party to buy VC/PE’s proportion etc. If permitted, way as to reform an equity joint venture

to a contractual joint venture so as to apply higher dividend ratio for VC/PE side would be also practical. 6. Liquidation Preference. Supportive provisions for this clause can be found in Article 187 of the Company Law of the People’s Republic of China together with Article 94 of the Regulations for the Implementation of the Law on Sinoforeign Equity Joint Ventures. However, VC/PE’s rights clauses for inbound investment in China are not limited to the above six options. More detailed and protective clauses need to be explored in case practice. Viccine Han, associate 韩海威 律师 Tahota Law Firm Level 27, Building A, The World Trade Centre, Gulou South Street, Chengdu 610015, P.R. China Landline: +86 28 86625656 Mobile: +86 18980086688 Email: vicvvv@msn.com http://www.tahota-lawyer.com ISSUE 7.3


NEWS | news >>

气候变化:来自哥本哈根的法律启示

久前,中国连同另一个温室气体主要排放国印 度已同意签署哥本哈根协议,并于3月9日正式 举行签字仪式,截至当时已有100多个成员国选择自 行遵守这个不具法律约束力的协议。 去年12月份,联合国气候变化大会(COP15) 在哥本哈根召开,会上有关“关注哥本哈根协议”的 动议受到与会代表的广泛支持。哥本哈根协议制定 出两个目标,一是将气温上升控制在2°C以内,二 是许诺从2020年开始每年提供1,000亿美元帮助发 展中国家应对气候变化。 关于哥本哈根协议的法律约束力及其对国家的适 用效力仍存在不明朗因素,但气候变化问题无疑只 会日益加剧。众多企业已感受到按可持续性发展方 式从事经营的压力,在日后的业务发展中他们将会 考虑这方面的因素。诺顿罗氏律师事务所负责中国 碳融资及可再生能源项目的丁律师表示:“中国政 府一直积极宣传关注气候变化及倡导低碳经济。气 候变化的概念在中国认知度很高。环境问题与能源 安全密切相连,被列为重要议程。” 目前,贝克∙麦坚时已拥有成熟的全球环境及气候 变化业务,他们认为中国有关气候变化的法律业务 将大有可为。贝克∙麦坚时的中国环境及气候变化业 务联席主管Beatrice Schaffrath说:“世界各国政府正 越来越多地将气候变化、环境及可持续发展问题纳 入法律、法规及政策的制定中。因此,气候变化问 题现时可能在成本(如环境税及征费)和投资鼓励 (如对可再生能源项目提供补贴和对提高能源效率 进行激励)两个方面对客户利润带来重大影响。”

从事气候变化法律业务

从诉讼、项目融资到知识产权,气候变化会涉及众 多法律专业领域。大量客户需要获得越来越多有

关气候变化的专业意见,因此该领域将存在巨大法 律服务市场潜力。气候变化议案引发的商机将转化 成法律工作的现实机遇,加上客户需要不断掌握新 的资讯,气候变化业务将成为律师事务所的新兴项 目。环球律师事务所合伙人于淼先生说:“气候变 化在中国仍是相对新兴的领域,但我认为这个领域 在未来会日益活跃。” 贝克•麦坚时和诺顿罗氏等大型国际律师事务所在 全球及区域气候变化政策及监管事务方面具备丰富 的专业经验。这些经验可为有意投资清洁技术、可 再生能源项目或低碳市场的客户创造价值。 诺顿罗氏的律师Tim Baines表示:“真正重要的 是能为投资决策提供法律上的明确意见。对于特 别关注该领域及从事大量碳交易的客户而言,随 时掌握最新的监管环境至关重要。他们需要就当 前的确切情况获得具体的建议,并希望我们对此 了若指掌。” 气候变化业务的概念对中国律所尚属新颖,但国 内的可再生能源项目却与日俱增。目前,国内律所 主要从事协助客户取得CDM资格方面的法律业务。 阳光时代律师事务所的合伙人朱宏文律师表示:“我 们为风能发电站、水利发电项目及天然气发电项目 等一些类型的CDM项目提供法律服务。我们从客户 希望核实他们的项目是否符合CDM要求的一开始, 便向客户提供建议,直至客户获得[经核证排放减少] 证书以及一些后续服务。” 朱律师的大部分客户是这些项目的中方所有人。 阳光时代律师事务所已为大量CDM项目提供建议, 在这个领域已建立起良好的声誉。 现在,中国特别需要通晓可再生能源法律专业知 识和了解清洁发展机制(CDM)法律法规架构的 专业人才。丁律师表示:“在从事项目融资工作或

处理能源方面的法律事务时,CDM的相关专业知 识非常有用,因为对这些项目而言,CDM是非常 重要的收入来源。在许多项目中,这是一个重要 考虑因素。” 同时,国内律师事务所也有机会与国际律所在气 候变化事务方面展开合作。由于国际律师事务所不 能就中国法律提供咨询服务,这就需要国内律所提 供协助和提出最终法律意见。环球律师事务所已与 一些大型国际律所包括诺顿罗氏,就气候变化问题 展开合作。于先生表示:“从律师的角度来看,这 是一个双赢的局面。中国的律师事务所仍在蓬勃发 展,我们将会更加积极地开拓国际市场… CDM项 目,跟海外IPO项目类似,都具有跨国性质,这类交 易通常既需要中国律师又需要国际律师参与。” 未来,很少有客户能够避免通复杂的气候变化问 题。因此,随着需要此类服务的客户数量不断增 长,律师事务所若要保持领先地位,最终必然要发 展这个领域的业务能力。

►► China’s active steps to meet the targets it has set out for its voluntary domestic actions: • reducing carbon dioxide emissions per unit of GDP by 40-45% by 2020 from the 2005 level • increasing the share of non-fossil fuels in primary energy consumption to around 15% by 2020 • increasing forest coverage by 40 million hectares and forest stock volume by 1.3 billion cubic metres by 2020 from 2005 levels

Firm Profile

Yongheng Partners

新型金融法律业务: 船舶预付款保函银团

船舶金融服务市场上,船东在 向船厂支付购买船舶的预付款 前往往要求船厂安排由其认可 的银行向其出具船舶预付款退 款保函。由于我国是造船大国,又由于船舶预 付款金额巨大且存在一定风险,船舶预付款保 函银团便应运而生了。2008年3月,以中国进 出口银行为牵头行、江苏新时代造船有限公司 为保函申请人的30亿美元船舶预付款保函银团 成功组建,这是我国船舶金融史上的第一个船 舶预付款保函银团。此后,我国共成功了组建 四个以中国进出口银行、中国银行为牵头行的 船舶预付款保函银团,永衡昭辉律师事务所景 忠、梁峰律师作为银团律师为其中的三个银团 提供了法律服务。 船舶预付款保函银团是由多家银行组成的银 团在一定期限内、在一定授信额度下,根据船 厂的申请向船东开立船舶预付款退款保函。船 舶预付款保函银团与一般贷款银团相比较,有 以下几个法律特征: www.legalbusinessonline.com www.legalbusinessonline.com

1、法律关系复杂。由于保函由不同的银团 成员行以其自身的名义对外开立,保函受益 人在索赔时,只向该开立行索赔。因此,保 函的赔付义务及收益怎样在银团内分摊?各 行保函的开立如何安排?保函开立的业务操 作风险如何控制?等等。这些均需对银团各 行的收益及风险、内部业务操作流程等作出 较为合理的安排。 2、授信监管专业。由于保函根据船舶建造 节点开立,因此银团对船舶建造的监控尤为重 要,但银行自身往往缺乏船舶建造方面的专业 知识,则需聘请外部专业机构担纲。监管专业 机构的介入使得保函银团的业务流程、法律关 系变得更为复杂。 3、担保方式多样。在保函银团的担保架构 中,除了通常的房地产、机器设备、股权等 抵质押以及第三方保证担保等外,还需引入 在建船舶抵押担保、船舶建造应收款项质押等 特有的担保方式。尽管我国《物权法》对在建 船舶抵押、应收款项质押均有规定,但在法律

实务中还有很多亟待完 善之处。 目前由于国际金融危 机的影响,船舶建造市 场尚未完全恢复元气, 但是永衡昭辉律师事务 所坚信,船舶预付款保 函银团法律业务具有广 阔的前景。

景忠

景忠 永衡昭辉律师事务所 地址:南京市珠江路222号长发科技大厦13层 电话: (8625) 83193322-804 / 83191062 / 13337804658 传真: (8625)83191022 Email: jingzhong@yhpartners.com www.yhpartners.com

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NEWS | news >>

news in brief >>

Beijing >>

Grandall boosts IP team via merger T Skadden Asia-Pacific co-heads Alan Schiffman, Audrey Sokoloff

Skadden appoints new Asia co-head Skadden has appointed Audrey Sokoloff as co-head of its Asia-Pacific practice. Tokyo-based Sokoloff currently heads the firm’s Tokyo office and its AsiaPacific real estate and investment finance practice. She will retain both postings when she joins Alan Schiffman in the top Asia role. Sokoloff says that the “full-coordination of the firm’s Asia-Pacific offices” is high on the agenda and both herself and Schiffman will no doubt be looking to play a large role in expanding Skadden’s footprint in the region. Over the past 12 months the firm launched an Asian arbitration and litigation practice, after transferring Paul Mitchard QC from its London office to Hong Kong, and effecting a rare lateral hire by hiring Alan Tsang from Pinsent Masons.

世达任命新亚洲联席管理合伙人

世达律师事务所已任命Audrey Sokoloff为其亚太事务 的联席管理合伙人。Sokoloff目前负责该事务所的东京 办事处、亚太区房地产和金融投资业务。她加入Alan Schiffman的亚洲领导班子后将身兼两职。 Sokoloff表示,“事务所于亚太办事处的全面协调”在议 程中占据重要位置,Schiffman及她本人无疑将大力扩 展事务所在亚太区域的业务。在过去的12个月,将Paul Mitchard QC从其伦敦办事处迁至香港,并聘用来自品 诚梅森律师事务所的Alan Tsang,实现了鲜见的横向聘 用,此后事务所开展了亚洲仲裁及诉讼实务 。

Sydney to launch arbitration centre Companies that are increasingly doing business in the Asia-Pacific region will soon have a new option to solve their cross-border disputes. A new international dispute resolution centre, known as the Australian International Disputes Centre (AIDC), will be due to commence operation in May, in response to the rapidly expanding market for international commercial arbitration. It will be the first centre in Australia and will follow a similar model to established international arbitration centres in Singapore and Hong Kong. The Australian government hopes to lure some of the ADR market from Asia. “The fact is that international arbitration is emerging as the preferred choice for resolving commercial disputes, particularly by Asian business,” said NSW Attorney-General John Hatzistergos.

悉尼将建立新的国际仲裁中心

亚太地区投资贸易活动日益频繁,许多公司不久将会有 新的选择来解决其跨境争端。一家新的国际争端解决机 构—澳大利亚国际争端中心(AIDC),将于今年五月投 入营运,以应对本地区日益增长的国际商业仲裁案件。 该中心将成为澳大利亚首个国际争端解决中心,其模 式将类似于新加坡及香港的国际仲裁中心。澳大利亚政 府希望从亚洲吸引部分另类争端解决市场。澳大利亚新 南威尔士州的司法部长John Hatzistergos表示:“事实 上,国际纠纷解决机构正成为解决商业争端(尤其是亚 洲业务)的最佳选择。”

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he country's heightening awareness of IPR issues has pushed Grandall to expand its IP agency more rapidly. The firm recently gained six more Ma Dongxiao Grandall IP lawyers, including Zhang Xuequn and Yuan Hongli, by merging with another IP agency, Beijing Xinzheng Zhitong. On top of handling IP disputes and closing IP-related deals, the agency hopes to specifically boost its patent application department via the merger. Grandall’s IP branch was established last year, and has since grown to have a headcount of 18 IP practitioners. Using Grandall’s existing market status, the agency aims to become the country’s one-stop service centre for its clients’ IP matters. “We have progressed quite rapidly over the past few months and we are hoping to expand. In 2010, we are looking at expansions via strategic cooperations and mergers with other IP teams because these teams inject new

blood into our operations and can offer new capabilities,” said Ma Dongxiao, lead partner of Grandall’s IP agency. With the increased demand for IP-related legal services, especially after the financial slowdown prompted many companies to pay more attention to their IP rights, the lead partner foresees increased supply in the area. “Bigger firms with IP practices will start to strengthen their IP capabilities and those without IP teams will start building one,” Ma said. This merger is the third major expansion of Grandall’s IP practice. In 2006, the firm first acquired a group of experienced IP lawyers, including Ma Dongxiao, from Beijing firm Youshilian and then launched its agency in Beijing. ALB

Shanghai >>

Orrick names new China head O rrick has named Hong Kong securities and finance partner Michelle Taylor as its new head of China. Taking over the helm from her predecessor James Tervo who is relocating to San Francisco, Taylor will assume a key regional management role, overseeing the management and administration of the firm's offices in Beijing, Shanghai and Hong Kong. These offices are staffed with more than 80 staff including 17 partners, working across 12 practice areas.

Taylor is recognised for her securitisation and structured finance practice expertise. She began her career with Clifford Chance in London and then went Michelle Taylor on to Sidley Austin and Orrick Paul Hastings. In 2007, she joined Orrick's Hong Kong office as partner and head of the firm's Asia financial markets practice. The appointment of the new China

奥睿任命新大中华区主管

睿国际律师事务所提拔香港的证券及金融 合伙人Michelle Taylor(谭敏仪)为新任大 中华区主管,而前任主管James Tervo将被调往旧 金山办公室。谭女士将负责监督管理奥睿北京、 上海和香港办公室的工作及行政事宜。这三间办 公室共拥有超过80名法律专业人士,包括17名合 伙人,业务涉及12个专业领域。 谭女士是证券化和结构性融资领域的知名律师。 ISSUE 7.3


NEWS | news >>

北京心正智通全 体人员加盟国浩 随

着国家逐渐增加了对知识产权问题的关 注,国浩律师集团事务所加快了其拓展知 识产权代理业务的步伐。近日,原北京心正智通 知识产权代理有限公司的张学群、袁红利等全体 人员加盟国浩锐思知识产权代理有限公司,壮大 了国浩锐思专业团队,并为国浩知识产权业务注 入了新的血液。 北京国浩锐思知识产权代理有限公司是国浩律师 集团事务所旗下的从事知识产权业务的专业机构, 于去年成立,现已拥有18名知识产权从业人员。 国浩主要知识产权合伙人马东晓表示:“我们在 过去数月取得了较快发展。2010年,我们将继续 通过与其他知识产权团队寻求战略合作及合并进 行扩张,因为这些团队将为我们的业务注入新鲜 血液,并可提供新的业务能力。” 随着对知识产权相关的法律服务的需求逐渐增 加,尤其是在经济增长放缓后,许多公司开始更 加关注他们的知识产权。他说:“开展知识产权 业务的大型事务所将强化知识产权业务能力,而 此前未涉足知识产权业务的事务所也将开始涉足 这一领域。” 此次合并是国浩知识产权业务的第三次重大扩 张。2006年,事务所首次引入了一批经验丰富 的知识产权律师,其中包括来自北京优仕联的 马东晓。

uk report Freshfields first to list associate salary freeze Freshfields has become the first UK firm to lift associate salary freezes in the current financial year, but newly qualified lawyers’ salaries will remain at their lower rates. The firm, the first among the city firms to unfreeze salaries, originally froze associate salaries in February 2009 and dropped NQ salaries from £66,000 to £59,000. The decision to reverse part of the salary freeze came following a partnership committee meeting held last month. Eversheds appoints Heaps as new chairman Eversheds has made current litigation head John Heaps the firm’s new chairman, succeeding Alan Jenkins from 1 May this year. Based in London, he will combine his role as litigation head while serving a four year tenure as chairman. Heaps said his priorities as chairman included raising the firm’s international profile. White & Case loses London banking lawyers White & Case has lost five lawyers from its London banking team this year to Latham & Watkins and Ropes & Gray. Four lawyers from the firm’s bank finance team, headed by partner Chris Kandel, left the firm on 29 January to join rival Latham & Watkins. In February senior associate Tania Bedi departed for Ropes & Gray. Ashurst rebuilds Milan office Ashurst has gained three new partners for its Milan office, with two partners – structured finance specialist

office leader came after several other recent appointments and promotions in Orrick's China offices, including recruiting Wu Niping from Cleary Gottlieb in Beijing and Thomas Tobiason's relocation from Silicon Valley to Shanghai. All indicate Orrick's expansion plans for its Chinese business. Taylor is confident that in 2010 China's continuing emergence as a leading global force in finance and investment will increasingly present clients with great opportunities. ALB 她在高伟绅伦敦总部开始律师生涯,之后分别在 盛德和普衡工作。她于2007年成为奥睿香港办事 处合伙人,并主管奥睿亚洲金融市场业务。 近期,奥睿正大力拓展中国团队,不久前该所 将吸引前佳利律师事务所律师倪萍加入北京代表 处;将Thomas Tobiason(杜柏信)从硅谷办事 处调任至上海。谭女士相信2010年中国将持续崛 起,成为金融和投资领域的世界领先力量,不断 为客户创造了巨大商机。 www.legalbusinessonline.com

Ugo Giordano and corporate lawyer Fabio Pizzoccheri – joining from Dewey & LeBoeuf. The third partner, corporate and litigation specialist Ilario Giangrossi, joins the firm from local law firm Pedersoli. The appointments will help Ashurst rebuild its Italian presence after it lost a number of partners last year, including managing partner Riccardo Agostinelli. The firm now has eight partners based in Milan. Salans raids Mayer Brown for Brussels launch Salans has launched a new Brussels office by poaching seven lawyers from US firm Mayer Brown’s local office. The lawyers – who joined Mayer Brown Brussels from Hammonds back in 2006 – are competition partner Edward Borovikov, international trade director Rudi Leleu, of counsels Bogdan Evtimov and Charles De Jage, and three associates. Salans’ Brussels office will open in March and will be the 22nd office for the firm. Meanwhile the firm has appointed New York partner François Chateau as its new chairman, succeeding Stephen Finch who held the position for five years. Finch will remain on the seven-partner board of the firm. Clifford Chance, Slaughter and May take on New Look IPO Clifford Chance and Slaughter and May have each landed roles on the £650m IPO of UK fashion chain New Look. Four partners at Slaughter and May are advising New Look on finance and pension issues, while Clifford Chance partner Adrian Cartwright is advising the bookrunners.

ROUNDUP • Bird & Bird has hired M&A partner Arturo Meglio, founder of SJ Berwin’s Milan office, to work across its Milan and Rome offices • Norwegian firm Wikborg Rein will be Norway’s first firm to offer English law in London, after it appointed three new partners for its office there. The firm is moving to new premises in London • Clifford Chance’s London finance head Mark Stewart has announced he is retiring from the firm. Stewart lost the race to become the Magic Circle firm’s London managing partner last year • European firm Field Fisher Waterhouse has hired former Allen & Overy lawyer Thierry van Innis for its Brussels IP practice. Van Innis will be the third lawyer joining the firm from A&O since September 2009 • Shearman & Sterling posted a 12% drop in fee income in its London office, down to US$99.7m in 2009 compared to 2008, when it was US$113.8m • Claire Fougea, Norton Rose’s partner and head of employment law in Paris, has left to join local French firm Franklin, heading the firm’s employment law department. Three associates have also left Norton Rose • Danish firm Gorrissen Federspiel has appointed transportation practice head Peter Appel as its next managing partner, succeeding Niels Heering who will be the first chairman of the 185-lawyer firm

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news in brief >> Freshfields appoints new Hong Kong chief Freshfields has made capital markets lawyer Kay-Ian Ng its new Hong Kong office head, succeeding current managing partner Clive Rough who is retiring from the firm’s partnership. Rough will step down from the role in April, after six years spent heading up the Hong Kong office. Joining the firm in 1978, Rough was made partner in 1987 and was later appointed to head the Asia structured finance group at the Magic Circle firm. He said he is looking at a number of career opportunities going forward. Ng is currently the firm’s global co-head of capital markets and has headed several of Freshfield’s Kay-Ian Ng Freshfields key regional deals over the last year – such as the US$5.3bn IPO of China Metallurgical, one of the largest equity market transactions seen in 2009. Ng said he will build on the platform set up by Rough in the role.

Beijing >>

Rise in US trade remedy cases draws Steptoe to Beijing

富而德任命新香港负责人

富而德律师事务所任命资本市场律师Kay Ian Ng接替Clive Rough,成为其香港分所的负责人,后者目前担任事务所 管理合伙人且即将退休。 Rough过去六年一直担任香港办事处管理合伙人,将 于今年四月退休。他于1978年加入事务所,1987年成 为事务所合伙人并随后被任命为事务所亚洲结构融资 小组的负责人。他表示他本人一直在期待未来事业的 发展机遇。 Ng目前担任事务所资本市场全球联席主席,并在去年 完成了一系列重要交易,例如2009年最大的股本市场交 易之一—53亿美元的中国冶金的首次公开上市案。Ng表 示他将在Rough历经多年创建的平台上大展宏图。

Blake Dawson partner appointed chief legal counsel of BHP Billiton Blake Dawson partner David Williamson must have made an impression on client BHP Billiton, because the mining giant has just announced his appointment as chief legal counsel in Australia. Williamson has worked closely with BHP Billiton in the past. He was the lead advisor on the company’s bid for Rio Tinto and also advised on its US$100bn iron ore production joint venture with Rio Tinto. During his time with Blake Dawson, Williamson held a number of leadership positions, including practice leader of corporate, practice head for M&A, board member and client relationship partner for BHP Billiton. Williamson replaces Mike Ferraro, who joined BHP Billiton from Australian firm Freehills.

博雷•道森•华隆律师事务所合伙人成为必和 必拓集团首席法律顾问

博雷•道森•华隆律师事务所合伙人David Williamson给澳 大利亚必和必拓集团留下了深刻的印象,这个矿产巨头 近期宣布将其任命为首席法律顾问。 Williamson在过去曾与必和必拓集团密切合作,他在 该公司收购力拓矿业集团一案中担任领导顾问,并就该 公司与力拓矿业集团共同合作的1000亿美元的铁矿石生 产项目提供咨询。 在博雷•道森•华隆律师事务所工作期间,Williamson 担 任过数个领导职务,包括企业实践领导人、并购实践负 责人、董事会成员及必和必拓集团的客户关系合伙人。 Williamson将接替Mike Ferraro的职务,后者在加入必 和必拓集团前曾任职于澳大利亚傅立希律师事务所。

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ver the past 12 months, Beijing has almost become a rite of passage for international firms to take on Chinese business: Winston & Strawn, Latham & Watkins and Slaughter and May have all launched a Beijing presence. Steptoe & Johnson, which currently advises the government of China on matters before the World Trade Organisation, has also jumped on the bandwagon: Beijing is its newest and ninth office location. Steptoe is known for its strength in complex litigation and regulatory matters, and considers Beijing to now be among the major regulatory centres in the world. “China's emergence onto the world stage has had a profound impact on the global economy,” said Susan Esserman, head of Steptoe's international department. “The complex trade and regulatory changes underway in China affect companies investing in the market and can have implications in other key regulatory markets. With Chinese companies now actively expanding into US and European markets, they are encountering opportunities as well as trade and regulatory challenges.” The Beijing office will help the firm expand its business in international trade, market access, export control, anti-trust, anti-corruption practice and compliance with US and European

environmental, product safety, and other regulations. Eric Emerson, a partner in Steptoe's international trade and investment practice, has Eric Emerson been appointed as the Steptoe & Johnson new office's managing partner. He has been with the firm for 18 years and advises companies on all types of international trade issues. He expected the number of trade remedy cases between China and US to increase in the coming months. “US-China trade relations have hit a rough patch. Over the next several months we expect to see increased trade friction as US producers continue to be concerned about the loss of employment and sales to Chinese imports,” Emerson said. “In China, perceived unfair treatment at the hands of its major trading partners is likely to lead to more trade remedy cases, like those recently initiated against US exports of chicken and automobiles to China.” Steptoe's Beijing office, also the firm's first presence in Asia, is currently staffed with three fee earners – Emerson, partner Susan Munro and foreign consultant Ying Huang. Munro joined from O'Melveny & ISSUE 7.3


NEWS | news >>

Myer's Shanghai office, and has spent more than ten years advising clients on market entry and exit strategies, acquisitions, and regulatory matters. Huang has been relocated to Beijing from the firm's Washington DC office, where she spent seven years as a foreign legal consultant. In the next two months, the firm plans to grow the total headcount to more than ten – including seven fee-earners and four support staff. Steptoe also has offices in Brussels, London, Washington DC, Los Angeles, Chicago, New York and Phoenix. ALB

美国世强进驻北京

过去12个月,北京几乎成了国际事务所 发展中国业务的首选之地。Winston & Strawn、美国瑞生及司力达均在北京设立了新代 表处。目前正就世贸组织事宜为中国政府提供法 律咨询的美国世强律师事务所亦在北京设立了其 第九家分支机构。 擅长处理复杂的诉讼及合规事宜的世强,并将 北京视为世界主要法制中心之一。世强国际部负 责人Susan Esserman说:“中国在世界舞台上的 崛起,对全球经济都有深远的影响,现在中国正 经历着各种复杂的贸易和法规变更,不仅对投资 于中国市场的公司有影响,对世界其他主要监管 市场也有影响。随着中国公司积极进入美国和欧 洲市场,面临机遇的同时,他们也碰到了更多贸 易和监管挑战。” 北京代表处将帮助事务所拓展其在国际贸易、 市场准入、出口控制、反垄断、反腐败、遵守 美国和欧洲环保、产品安全、以及其他法规方 面的业务。 Eric Emerson是世强国际贸易和投资部门的合 伙人,也是北京代表处的管理合伙人。Emerson 先生在世强律师事务所执业18年,为客户提供各 种国际贸易相关的法律服务,他预计未来数月, 中美之间的贸易救济案将逐渐增多。 Emerson先生说,“美国与中国的贸易关系正 日益紧张。未来数月,我们预期两国的贸易摩擦 将不断升温。最近针对中国对美部分汽车、肉鸡 产品启动反倾销和反补贴立案审查程序便是很好 的例子。” 世强北京代表处也是该所在亚洲开设的第一家 办公室,目前共有三名收费律师,即Emerson、 合伙人Susan Munro及外国法律顾问黄迎。Munro 在加入世强前,曾供职于美迈斯律师事务所的上 海办事处。在过去的十多年,她主要为客户就进 入和退出市场的策略、收购和监管事务提供咨 询。黄女士在被调派至北京前曾在世强华盛顿总 部工作了七年,期间担任外国法律顾问。未来两 个月,事务所计划将职员增加至10人以上,包括 7名收费律师及4名后勤人员。 世强还在布鲁塞尔、伦敦、华盛顿、洛杉矶、 芝加哥、纽约及凤凰城设有办事处。

www.legalbusinessonline.com

us report Clyde & Co launches new US office UK-based Clyde & Co has announced that its third office in the US will be based in New Jersey. The office will be headed by insurance partners Daren McNally and Barbara Almeida, who will be accompanied by team of associates all with backgrounds in insurance. Latham recruits four Vinson & Elkin partners Vinson & Elkins has lost four partners to Latham & Watkins’ Houston office. Latham – widely known for its lateral recruitment strategy – is building up its local office and focusing on energy transactions. The firm will bring in William Finnegan IV, Brett Braden, Charles Carpenter and Charles Timothy Fenn, for their background in trade partnerships. Vinson & Elkins posted a PEP drop of 3%, down to US$1.27m. This compares to Latham’s PEP which grew by 5% to US$1.9m for the 2009 financial year. Greenberg Traurig opens in San Francisco Greenberg Traurig has launched an office in San Francisco, its fifth office in California. IP specialist Samuel Shepherd and litigation lawyer Kenneth Steinthal have joined as managing shareholders of the new office, which is expected to grow to 15 lawyers by March. They will be accompanied by former SugarCRM corporate counsel John Pavolotsky, who joins the firm as of counsel. Steinthal said that San Francisco is a key

market for the global finance industry and will allow Greenberg Traurig to target the media, entertainment and technology industries. Meanwhile, Richard Rosenbaum has been elected the new CEO of the firm. Winston & Strawn posts 5% revenue decline Revenue for the 2009 financial year at Winston & Strawn was US$40m, or 5% less than for the 2008 financial year. PEP remained steady at US$1.28m while revenue per lawyer declined 2.6% to US$835,000. Simpson promotes six new partners Simpson Thacher & Bartlett has recently announced the appointment of six new partners as part of its 2010 promotions. All of the new partners are from its New York office – five from the corporate practice and one from the litigation practice. Davis Polk snares former Arnold & Porter chairman Davis Polk & Wardwell has appointed Michael Sohn, the former chairman of Arnold & Porter, as counsel in its Washington DC office. Sohn is a veteran of Arnold, having started at that firm in 1969 before being made partner in 1972, and serving as chairman for a decade (1996-2006). Sohn’s past clientele are major MNCs such as GE, PepsiCo and NASDAQ. He has also served as a general counsel at the Federal Trade Commission.

ROUNDUP • US law firm mergers dropped by 24% last year, according to consultant firm Altman Weil. There were 53 mergers between US practices, with the biggest merger tracked being the Lovells and Hogan & Hartson alliance • Proskauer Rose’s London managing partner Matthew Hudson has left the firm, after having launched the office in 2007 • Mayer Brown has appointed Josh Cohn, an Allen & Overy New York capital markets partner, as joint head of the firm’s global derivatives and structured products practice. He will be based in the New York office • Jones Day has added four new partners in California, boosting its offering in IP litigation and international transactions in San Diego; health care in San Francisco; and M&A in Silicon Valley. The firm has also transferred a partner from Washington, DC to its Silicon Valley office • Former Patton Boggs lawyer Thomas Russo has been elected as the new general counsel and executive vice president for legal, compliance, regulatory affairs and government affairs for insurance giant American International Group. Russo joins the company from the New York office of Patton Boggs; prior to that appointment he was Lehman Brothers’ vice chairman

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Update >>

Beijing >>

Islamic Finance

Bird & Bird takes the plunge

关于并购交易的法律尽职调查

合并和收购(“并购”)交易中,买方会对目标公司(股份 购买)或其资产(资产购买)进行尽职调查。

尽职调查的意义

尽职调查是对目标公司的资产和业务进行事实收集工作。 它使买方能够在收购前评估该项目是否存在严重性的法律障碍和风 险并以此协助其决定是否最终完成该交易。

何时进行尽职调查

买方有三个选择: (一) 协议签订前,买方或需签署保密协议。 (二) 协议签署后,调查结果通常会被视为完成交易的先决条件。 (三) 协议签署并完成执行后,以评估卖方是否违反协议。

Matthew Laight Bird & Bird

尽职调查的主要内容

(一) 公司及法定纪录; (二) 资产,厂房及设备; (三) 重要合同; (四) 债务; (五) 财政援助; (六) 人力资源; (七) 执照; (八) 保险; (八) 诉讼案件; (十) 法定要求和规范。 买方也应进行针对性的对外调查,例如目标公司的清盘,董事 的破产及土地持有的调查。

买家须知

进行尽职调查时,买家需索取目标公司的有关资料,包括索取其副 本,并如有必要,把关材料或文件暂时性的带出目标公司以让买方 本身亲自审查。 同时,在协议签订之前买家应争取拥有该交易的唯一谈判资格。

尽职调查问题

我们遇过各样问题,其中一些更导致买方最终决定不继续有关交 易。例如目标公司: (一) 通过不寻常性董事会决议, 包括其董事非寻常性的批审对于其本 身有惠的商业交易; (二) 没有替雇员缴交雇员公积金; (三) 和员工之间所签订的雇佣合约违反劳动法的条款; (四) 违反了有关法律如缺乏有关法律文件,经营执照已被撤销或过 期等等; (五) 违反了其与他方的现有协议。 面对这些问题买方可要求卖方降低交易价格, 或保留一部分价格先不交付卖方以应付还未发现 的问题, 或同意在合约中加进“卖方对买方提供 保障赔偿”的有利于买方的合约条款。

结论

买者自愿交易(买方本身应小心)的原则提醒买 方在交易时应谨慎行事。 尽职调查是收购活动中的重要前奏, 让买方能够 评估目标公司或其资产/业务,最终让买方对收购 活动做出明智的决定。

阿兹林

阿兹林(马来西亚阿兹米律师所,伙伴律师) 珠海妲(马来西亚阿兹米律师所, 律师) 联系:马来西亚阿兹米律师所,中文团队 姓名: 陈寿阳(马来西亚阿兹米律师所, 伙伴律师) E-mail: chinadesk@azmilaw.com 电话: 00 6 03 2118 5009 | 传真: 00 6 03 2118 5113 地址: Azmi & Associates, 14th Floor, Menara Keck Seng, 203, Jalan Bukit Bintang, 55100 Kuala Lumpur, MALAYSIA 阿兹米律师事务所是一家设在马来西亚的行内领先企业法律师事务 所。本所的国际联系处之一,中文律师团队,熟悉于中华文化和其 企业的经营方式,并涉及中国内地和其它大中华区域的跨边界交易。 本所的中文律师团队除了能使用英语外,还善于使用普通话,广东话 和福建(闽南)话沟通。阿兹米律师事务所更与中银律师事务所(中 国最大的企业法律师事务所之一)建立合作关系。

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ird & Bird Hong Kong is the latest firm to take the plunge under CEPA – it has formed an association with Beijing Xiang Kun, a boutique contentious firm with a high degree of specialisation in IP. Bird & Bird's status in Hong Kong – a local partnership formed under Hong Kong law and with two representative offices in mainland China – makes it eligible to benefit from CEPA. There are a number of other firms in Hong Kong that hold similar status – a Hong Kong local partnership affiliated with a well-known international firm that meets the CEPA criteria. The establishment of Bird & Bird's association with Xiang Kun is innovative way for them to expand their PRC capabilities and market access. Bird & Bird and Xiang Kun recently celebrated the association, which was approved by the Beijing Justice Bureau in July 2009. "Since the association was approved, the two firms have jointly worked on numerous client matters. It's been beneficial to both firms' clients," said Matthew Laight, the managing partner of Bird & Bird's China offices. "For us it enables our clients to be represented in court by a seamless team of Bird & Bird and Xiang Kun lawyers." As the firm is an affiliated business of UK firm Bird & Bird LLP, the association can also benefit Bird & Bird's overseas offices and Xiang Kun's clients who are undertaking business in Europe and Asia.

香港鸿鹄与北京翔鲲联营 香

港鸿鹄律师事务所最近在CEPA框架下与北京市翔鲲律师事务所进行了 联营。翔鲲律师事务所是一家专业诉讼律师事务所,擅长知识产权方 面的业务。香港鸿鹄是根据香港法律成立的一家本地律师事务所,并在中国 内地设有两家代表办事处,因此有资格受益于CEPA。 香港还有几家其他事务所与鸿鹄情况相似,即属于满足CEPA要求的知名 国际律所附属的香港本地合伙制律所。鸿鹄与翔鲲的联营为这些律所开拓 中国业务开创了一种方式。 2009年7月,经北京司法局批准,鸿鹄与翔鲲正式联营,两所于近期举行 了联营庆祝会。鸿鹄中国代表处的管理合伙人Matthew Laight(利明廉) 说:“在联营获得批准后,两家律所即开始共同处理许多客户案件,两家律 所的客户都因此而获益匪浅。对我们而言,则可以选派鸿鹄和翔鲲职员共 同组成精英团队,协助客户处理在中国的诉讼事宜。”由于该事务所为英国 ISSUE 7.3


NEWS | news >>

>> O pinion

under CEPA

Internationalisation in the PRC:

Keith Brandt

senior partner

Hammonds Hong Kong

chief representative

Hammonds Beijing office

James Luo Xiang Kun

The close relationship between Bird & Bird and Xiang Kun is rooted in the previous experience of Xiang Kun's managing partner James Luo, who used to serve as Bird & Bird's partner equivalent and the head of the firm's Asia IP enforcement practice in Beijing. Luo left Bird & Bird in March 2009 to join Xiang Kun, a platform that allows him to get back into advocacy in courts and further his specialisation in IP litigation and enforcement. Under the association, Xiang Kun is the 'best friend' firm and the top choice for Bird & Bird for PRC-related contentious and IP matters. However, Laight notes that not necessarily all referral work will go to Xiang Kun, because the association is on a non-exclusive basis. Xiang Kun, founded in 1998, now has four partners, one senior counsel and several associates. Bird & Bird has 30 fee earners in its Beijing, Shanghai and Hong Kong offices, comprised of six partners, 15 associates and patent attorneys. Notably, Bird & Bird Hong Kong's status also allowed the firm to launch a trademark agency in Beijing as a wholly owned subsidiary in 2007. ALB ►► Surging IP litigation cases

The Supreme People’s Court announced that in 2009 30,626 civil IP cases were filed, a 25% growth over the 2008 figure. The courts tried 30,509 IP cases, which marked a 30% increase from the year before.

鸿鹄律师事务所的附属律所,联营亦可令鸿鹄的海外办事处和希望在欧洲 和亚洲投资的翔鲲客户获益。 鸿鹄与翔鲲之所以建立如此紧密的关系,翔鲲的管理合伙人罗正红起到了 关键作用。罗律师曾担任鸿鹄的合伙人及该事务所在北京的亚洲知识产权执 法部的主管。罗律师于2009年3月离开鸿鹄并加入翔鲲,使他得以重回法庭 进行辩护并继续发展他在知识产权诉讼和执行领域的业务专长。 联营后,翔鲲为鸿鹄有关中国争议解决及知识产权事宜的首选合作伙伴。 然而,利明廉表示并非所有的推介工作都会交由鸿鹄处理,因为联营并非建 立在排他基础上。 翔鲲律师事务所成立于1998年,目前共有四名合伙人,包括一名资深律师 及数名助理律师。鸿鹄律师事务在其北京、上海及香港办事处共拥有30名收 费律师,其中包括6名合伙人,15名助理律师及专利律师。 值得一提的是,香港鸿鹄还于2007年在北京开办了一家商标代理机构作 为其全资附属公司。 www.legalbusinessonline.com

A pursuit of the “Youngers”

“And your sons and your daughters shall prophesy, your old man shall dream dreams, your young men shall see visions” – The Bible, Old Testament, Book of Joel 28. recently spent time with the All China Lawyers Association, interviewing 30 candidates hoping to secure a place on the Young Chinese Lawyers Training Scheme (YCLTS) which sadly concludes this year. I have been involved for over 10 years with this scheme which has provided young Chinese lawyers with an invaluable opportunity to learn about UK law firsthand, in both an academic and practical setting. I was struck this year with the diversity of candidates, their energy, and the ambitious determination to achieve greater exposure to the wider international legal market place. The “youngers”, as the commercial director of a leading international PRC engineering client succinctly put it, are changing and challenging the very fabric of commercial enterprise in the PRC. It is indeed correct that, with academic training grounded both in the PRC and from the West, it is the young associates, the “youngers”, with their boundless energy and enthusiasm, who are driving cultural change in their law firms. I travel and do business throughout China and meet those that are leading the change. There is the senior partner of a regional law firm in northeast China who, with his team, is seizing the initiative and facilitating the crossing of new frontiers by establishing an association of PRC regional law firms and making links with similar associations in Korea and Japan. There is one of my YCLTS alumni, key in expanding an already successful firm from Hohhot, Inner Mongolia to establishing a presence in Beijing. The common thread to both is the recognition of the need to grow and keep apace with existing clients, whilst exploiting international opportunities to meet common aspirations and ambitions alike. It is these same “youngers” that are also driving PRC law firms to establish a presence in many jurisdictions. Hong Kong SAR’s legal fraternity has watched with interest the recent arrival of China’s most enterprising law firms. These “new kids”, rather than being intimidated by what is arguably the most truly international and congested of legal markets, are setting about challenging the existing international order. I am an “elder”, both excited and necessarily vigilant to the implications of such change. Many PRC firms have already entered into alliances and co-operations with international firms to greater or lesser success. Surely it cannot, however, be too long now before we see one such PRC firm formally aligning itself or even merging with one of the global legal elite? When that does happen, I would also wager that the drive to do so will come from the “youngers”.

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Update >>

china >>

More details unfold on debut

International Tax Highlights from the Hong Kong Budget 2010/11 (Part 1) The Honourable Mr John Tsang, Financial Secretary announced the Budget measures on 24th February 2010.

Fiscal highlights

A deficit of HK$25.2 billion in the Consolidated Account is forecast for 2010/11. Actual results may be better than expected, due to an increase in Profits Tax receipts, relating to 2009/10, and higher than expected Stamp Duty and Land Sales . GDP is forecast to grow 4-5% in 2010, with inflation 2.3%.

Tax measures announced

A rebate of 75% of Salaries Taxation and taxation under Personal Assessment, of up to HK$6,000 per taxpayer has been announced for 2010/11. This affects up to 1.4m Taxpayers, and will cost HK$4.5 billion. • Waiver of Business Registration Fees for one year. • An increase in Stamp Duty to 4.25% (from 3.75%) for sale of properties over HK$20m. • In the financial services sector, stamp duty exemptions were extended on ETF’s, and the concessionary Profits Tax rate for qualifying debt instruments, is also extended. • Profits tax deductions to cover purchase of trademarks, copy rights and registered design have been given. • There were no changes announced to tax rates and personal allowances. These are detailed below .

Proposed strategies for sustaining the development of Hong Kong, and building a caring society

• To promote development of the regional economy and continuing economic integration with the Mainland. • To consolidate Hong Kong’s role as a financial, business support and professional services, logistics and tourism hub the four pillars ); and to start work on the six new pillars/ sectors to be encouraged in the economy, which follow on from the six areas identified by the Chinese government in the mainland of China, namely • To reach into new economic territory such as a new technologybased economy, creative economy and green economy, to enhance Hong Kong’s long term competitiveness. • To invest in the future by implementing infrastructure projects.

M

ore details of the country’s debut airline bankruptcy are emerging as King & Wood and Run Ming advise the creditors in their claims on China’s debt-ridden carrier. Defaulting on payments up to US$73.5m, the East Star Airlines liquidation proceedings commenced at The Intermediate People’s Court (Wuhan) in March 2009. The court acted on behalf of General Electric’s aviation subsidiary GE Commercial Aviation Services (GECAS) and five other creditors – including China National Aviation Fuel, Airbus and several domestic airports – following GECAS’s lead. King & Wood initiated the bankruptcy application on behalf of GECAS. “East Star owed a substantial amount of rent to GECAS and after repeated requests for payment, the airline still failed to pay up. We then initiated the bankruptcy proceedings and the rest of the creditors followed,” said Zhang Shouzhi, partner at King & Wood. Run Ming partner Gavin Wang was instructed by Airbus to file the claims and provide Airbus with advice on Chinese bankruptcy law. The firm, together with Clifford Chance, assisted Airbus in formulating solutions in areas where no judicial precedents and PRC statutory rules were directly applicable. Airbus was consequently able to implement industry >>

Our comments

As with last year we still wait for the Government to update and amend the Hong Kong Inland Revenue Ordinance (which is over 60 years old) for current tax practices so that investors and new businesses starting up in Hong Kong have more certainty on their tax positions, especially with regard to “offshore profits” taxation claims. We would have preferred to see a reduction in the corporate Profits Tax rate to 15%; an introduction of loss carry backs, and group relief for losses, and more specific guidance on the nature of non Hong Kong source profits. We would also have liked to see further tax deductions for voluntary employee pension contributions to Occupational Retirement Schemes, and Mandatory Provident Fund Schemes. 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

Judging panel prepares for 2010 ALB China law awards

A

40-member judging panel has been formed for the 2010 ALB China Law Awards – the largest number of judges ever appointed since the awards’ inception in 2003. All 40 judges are distinguished and respected members of China’s dynamic and fast-expanding legal profession and are drawn from private practice, in-house legal departments, bar associations, and regulatory bodies. They will apply their extensive knowledge and experience of the marketplace and cast first, second and third place votes as to which of the finalists should become the eventual winner in each category (except those in which the judge has a conflict). “This year’s line-up of judges will ensure more completely than ever that the eventual winners across the 37 categories ISSUE 7.3


NEWS | news >>

airline bankruptcy precautionary measures and reach a settlement agreement after an eight-month negotiation. In the hope of getting back their money, creditors have been mulling over the airline’s possible business restructure with word of Air China’s involvement last year. “The proposal by Air China for the acquisition of East Star was negotiated and failed well before the bankruptcy proceedings commenced,” said Zhang. ALB

金杜与润明参与国内航空界首例破产案

星航空破产案,是自新《破产法》实施后中国航空界首例破产案。 金杜与润明协助各自客户全程参与了该案的审理,为保护客户核心 利益而效力。 2009年3月,美国通用电气公司(GE)下属通用电气商业航空服务有限公司 (GECAS)作为东星航空公司的主要债权人,向武汉市中级人民法院提出受理 东星航空破产清算的申请。此项请求是由东星航空拖欠通用电气商业航空服 务公司飞机租赁费用而引起。诉讼程序仍在进行中。金杜争议解决业务组合 伙人张守志律师及其团队作为通用电气商业航空服务有限公司的代理律师全 程参与了此项目。 同时,润明代表法国空中客车公司,经过8个月的艰苦工作,于日前与破 产管理人就双方互相提出的索赔,达成全面和解,从而避免了可能会旷日持 久且耗资巨大的国际仲裁及国内破产诉讼。润明的团队由合伙人王罡律师牵 头,由合伙人高嵩和律师宁丹凤协助。在该案中,律所和客户均遇到了新破 产法实施过程中,对于跨境交易进行破产债权处理的若干法律空白和法律新 问题,这些问题甚至在学术界和司法界也存有争议。东星航空破产的审理对 日后新破产法的实施有着重要的理论和实践意义。

will be fully deserving of their awards”, said George Walmsley, the regional managing editor of ALB. “The amassed experience and knowledge of the legal services industry that the 40 judges share would be hard to match anywhere. We thank them all for offering their services.” The final winners of the 2010 awards will be announced at the ceremony at the Westin Hotel Shanghai on 16 April. For more details and to reserve tables, visit www.albawards.com.

2010年ALB中国法律大奖40位专家 评委已确定

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010年度ALB中国法律大奖已进入最后评审程序。为最大限度确保评选 结果公正准确,本年度的专家评审团由40位专家组成,是自该大奖于 2003年设立以来聘用评委人数最多的一次。此次评审团的40位成员分别来 自相关监管机构、律师行业协会、公司总法律顾问以及高管、专业律师精 英、国际仲裁机构和学术研究机构等,他们在各自的领域取得了显著成就 并享有较高声望。 入围候选单位名单公布后,评审团正开始对候选单位提交的详细参评材料 和说明展开仔细汇总、平衡、审核,并结合各自的行业知识和市场经验判断 评选出每个奖项的第一、第二及第三名。大赛组织单位在收集到所有评委的 评选结果后,通过计分方式得出最后的获奖者。 今年的ALB中国法律大奖的颁奖晚会将于四月十六日在上海外滩中心威斯 汀大饭店晚上七时举行,届时将揭晓37个奖项的获奖名单。了解更多有关大 奖信息或者预定颁奖晚会入场券,敬请登陆:www.albawards.com

www.legalbusinessonline.com

Update >>

Singapore 新交所进一步规范上市公司公告,以提高市 场透明度

提高市场透明度,并使公众投资者第一时间了解上市公 司重大事项的披露信息, 新交所于2009年12月17日发布 了上市公司公告类别的新变化。

新增的公告模板:

1. 新交所和其他主管机构采取的管制行动 该模板的引进是为了使投资者更好地了解新交所和/或其他主管机 构对发行人及其董事或高级管理人员采取的管制行动,包括任何调 查行动、处分决定、严责惩戒等。发行人须通过该模块及时更新信 息并公布管制行动的结果。 2. 对新交所询问的答复 为便于监测上市公司披露信息和遵守《新交所上市手册》的合规情 况,发行人须就新交所针对其财务报告、年报、媒体报道和其他公 告内容所提出的询问通过该模块披露其答复和说明。 3. 资本变动 该模块可使发行人更好地归类融资活动并标识出任何额外股份上市 的情况,且可被用来发布所有资本变更的事项,具体包括(1)根 据上市手册第八章的规定采取公司行动,如配售新股、发行红股、 发行可转换股、股份合并和分股等;(2)出售、转让、取消和使 用库存股,及根据主板上市手册第704(26)条和凯利板守则第 704(29)、(30)条授予股票期权。发行人还须通过该模块披露 有关从新交所获得原则上批准、资金运用、调整转换价格、报送发 行说明书等的公告。 4.会议日程 该新模块不仅更便于发行人发布其年度股东大会的详细信息,同时 便于股东和投资者搜索预定会议。通过该模板递交的股东大会详细 资料将会显现在“新交所市场”网站的“股东大会日程”网页上。

对现有公告模板的重新分类:

1. 财务报告和相关公告 该模块由原来的“财务报告和分红公告”修改为“财务报告和相关公告”, 从而使发行人将公司财务的有关公告全部加以披露。这里所指的“有关 公告”包括财务结果新闻稿、盈利指导、发布财务结果的通知以及未经 审计账目和经审计账目差异等等。 2. 收购和处分 该模块由 “收购和变现财产的公告”更名为“收购 和处分”。发行人可向股东们标识出收购和处分 行为是否是上市手册第九章所规定的关联交易, 是否属于非强制性披露或须予披露范围、是否是 重大交易或属于上市手册第十章所规定的重大收 购或反向收购交易,公司在挂牌证券中的利益是 否有变化、是否属于上市手册第七章所指的关联 公司或子公司。发行人也应通过该模块发布与收 购和处分有关的其它公告。 此次修改自2010年1月10日起生效。 賈文怡

賈文怡 企業融资部法律顧問 Ph: (65) 6322-2230 Fax: (65) 6534-0833 E-mail: joycejia@loopartners.com.sg 吳艷娟 企業事務部法律顧問 Ph: (65) 6322-2232 Fax: (65) 6534-0833 E-mail: wuyanjuan@loopartners.com.sg 俊昭法律事務所 88 Amoy Street, Level Three, Singapore 069907

吳艷娟

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korea >>

Beijing 房地产企业金融战略与REITs业务

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EITs已成为房地产与金融业界密切关注的金融创新领域, 监管部门的试点办法以及配套规则已经基本成型,REITs 有望在今年落地中国。笔者在与很多房地产企业就该业务 进行沟通时发现,大多数企业对该产品有一定的了解,但 不太清楚自身是否适合开展REITs业务,以及应当如何开展REITs 业务。对此,笔者结合个人的业务经验及研究成果就此谈谈个人 的建议。

首先需要考虑的是,企业有没有合适的物业资产拿来做 REITs。 因此,有意从事REITs业务的企业首先需要对旗下所持有的物业 资产做出审视:

第一、企业是否存在一定规模的持有型物业 持有型物业是指房地产企业未出售而由自身持有并经营的,以获取 租赁收益为目的物业。从事REITs业务的首要条件即为持有一定规 模的物业资产,而且这些物业资产的产权应当完整,不存在部分拆 散出售的现象。如果是整幢楼宇产权复杂、所有权分散的物业资产 不太适于进入REITs的资产池中。 第二、所持有的物业是否已经相对成熟,并有产生稳定现金流的 能力 因此,在REITs试点推出初期,一定会在物业质量上有比较严格的 要求。一是要求租金收入稳定,二是要求租金收益率较低,三是很 可能会要求物业资产转移给REITs的交易价格要低于同期市值。对 于这些要求,企业应当有所认识并提前进行准备。

其次,企业应当明确从事REITs业务的诉求是否与企业的长 远发展战略相匹配 当前关于REITs的新闻报道中一种舆论导向是:“REITs的开放对于 房企而言是拓宽了融资渠道,对房产企业是重大利好。”笔者认为这 观点种并不完全准确,企业有必要对该产品的适用性进行评估。 笔者认为:单从融资规模而言,银行贷款也许更有效。不过,考虑 到央行版REITs的融资成本应当会低于银行贷款,并可能低于发行 债券,对于非急于获得大量资金但又希望开辟新的成本较低的融资 渠道的企业而言,“央行版”的REITs产品不失为一种好的选择。 而股权型REITs一模式的优点在于:房企可以盘活资金链,在出 售物业的同时又可以以一种更为持续的方式享有其上产生的利 益。从国外的REITs实践来看,很多企业也是通过从事REITs产 品,从简单的房产开发业务走向了房产金融业务领域。在房产开 发的利润率逐年降低,获得信贷支持越来越困 难的趋势下,具有前瞻性的企业,可考虑通过 参与股权型REITs,实现业务上的转型。 作者信息: DONG Jianjin (董建瑾) Email:jdong@guantao.com Tel: 8610 66578066 Fax: 8610 66578016 Add: 17/F, Tower 2, Yingtai Center, No.28 Finance Street, Xicheng District, Beijing 100140, China

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董建瑾

Korean firms look towards Chinese IPOs T

he Korea Stock Exchange (KRX) opened its doors to foreign companies in 2005 and it’s been Chinese companies that have taken up the offer, with around 10 now listed on the Exchange and more in the pipeline. The first to list was Shenzen-based audio components manufacturer 3NOD in 2007, and it saw the share price soar by 20% on its first trading day. Steven Seung-Bok Nah, a partner at Korean firm Yoon Yang, Kim Shin & Yu, advised the company on its listing. “Korea and China are not only geographically close, but also have a very close relationship in terms of investment and trade,” Nah said. “It’s also easy to secure a growth [strategy] after listing, such as through M&A with blue-chip Korean companies and investments in relevant industries.” However there is much more to this trend than just friendly economic relations. “Chinese SMEs find the KRX an attractive option for a variety of other reasons, including competitive fees and Korean investors’ strong appetite for foreign equities,” said Kang, a senior foreign counsel at Yulchon. Korea’s capital markets lawyers are like the rest of the world’s lawyers, looking to capture some of the economic ►► CHINESE COMPANIES ON THE KRX Company 3NOD Digital

Listed Aug-07

Market KOSDAQ

HuaFeng Textile Cowell Electronic Union Tech China Food Packaging China Ocean Resources China Great Star China Engine Group China Hao Ran Recycling

Nov-07 Jan-08 Dec-08 Mar-09 May-09 May-09 Dec- 09 Feb-10

KOSPI/ HKEx KOSDAQ KOSPI KOSDAQ KOSPI KOSDAQ KOSDAQ KOSDAQ ISSUE 7.3


NEWS | news >>

growth from rival economies, especially from China. Nah said he is preparing for four foreign listings, with two of those companies being Chinese. “Several Chinese companies have contacted our firm directly or indirectly to be listed in Korea recently,” he said. Yoon Yang Kim Shin & Yu is also reported to be looking to open an office in China. “I think capital market lawyers in Korea will have good business opportunities for quite a long time,” says Nah. That view is echoed by Lee & Ko partner Wonkyu Han Shin, who expects Korea to capture more of those Chinese companies who face more restrictions to list locally than in Korea. “The Chinese government still restricts the listing of Chinese companies,” he said. “The Korean economy has a comparative advantage in certain industries and it is expected that companies in those industries would prefer to Steven Seung-Bok Nah list in Korea. The KRX is constantly making Yoon Yang Kim Shin & Yu efforts to change and present itself as an attractive option for foreign companies.” According to investment consultant firm Xinhua Capital, up to 40 Chinese companies are preparing for listings in Korea. In September last year, Xinhua Capital claimed that around 24 companies signed underwriter agreements – 11 of them from China, three from the US, and one from Vietnam. The most recent Chinese company was China Hao Ran, a recycling company that received much fanfare after its listing in February. ALB

韩国律所看好中国IPO 韩

国证券交易所(KRX)于2005年向外国企业敞开大门。中国企业抓住 了这一机遇,目前共有约10家中国公司已在该交易所上市,同时许多 企业的上市计划亦正在酝酿之中。深圳音频产品生产商三诺集团于2007年 成为首家在该交易所挂牌上市的中国企业,并在首个交易日就喜获股价攀 升20%的好彩头。 韩国Yoon Yang, Kim Shin & Yu律师事务所的合伙人Steven Seung-Bok Nah为该公司此次上市的顾问。Nah先生说:“中韩两国不仅在地理位置上 相互毗邻,且在投资和贸易领域也有着十分紧密的联系,因此上市后可更 好在韩拓展业务,例如可通过并购韩国的蓝筹股公司及在相关行业的投资 进行扩张。” 韩国律村律师事务所的高级外国律师姜先生认为,“中国的中小型企业之所 以青睐韩国证券交易所存在诸多其他的原因,其中包括具竞争力的价格及韩 国投资者对外国股票的强烈投资欲望。” 韩国的资本市场律师希望从此趋势中获取更多中国公司业务。Nah先生 说他正在筹备四项境外企业在韩上市项目,其中有两家为中国公司。他还 表示:“近期已有数家中国公司直接或间接联系我们事务所,准备在韩国上 市。” 据报道,Yoon Yang Kim Shin & Yu也计划在中国开设办事处。Nah先 生说:“我认为韩国的资本市场律师将长期拥有良好商业机遇。” 广场律师事务所的合伙人Wonkyu Han Shin对这一观点表示赞同,他期待 吸引更多在中国本土面临较多上市限制的中国公司来韩投资。Wonkyu Han Shin 表示“中国企业在国内上市仍然将面临诸多限制。韩国经济在某些行业 中拥有竞争优势,预计这些行业的公司将倾向于在韩国上市。韩国证券交 易所正在不懈努力,力争转变成为外国公司的热衷选择。” 据市场研究机构报告,多达40家中国公司计划在韩上市。去年9月,一家韩 国证券公司称,共与约24家公司签署承销协议,其中包括11家中国公司、3 家美国公司及1家越南公司。最近成功在韩国上市的中国公司为中国浩然再循 环有限公司,暨第十家在韩交所上市的中国公司。

www.legalbusinessonline.com

arbitration 中国法院执行新仲裁决最新案例

加坡国际仲裁中心(下称新仲)最近悉知,新仲管理和 登记的某仲裁裁决的当事人,其中两个中国公司法人分 别作为申请人和被申请人向中国某地法院申请承认和执 行新仲裁决,审理法院认定争议合同具有涉外因素,裁 定承认和执行该新加坡仲裁裁决。 该案民事裁定书载明,申请执行人甲公司系外国公民乙某在中国 设立的外商独资企业。被申请执行人丙公司系中国国内自然人出资 设立的有限公司。 甲公司与丙公司、案外人丁某(外籍)签订了一份《资产购买协 议》。该协议约定,协议适用中国法律,如就上述协议发生争议, 由新加坡国际仲裁中心进行仲裁。 之后,甲公司和丙公司在履行上述协议过程中发生争议。甲公司 和乙某向新加坡国际仲裁中心提起仲裁,要求丙公司和丁某支付购 买款,并赔偿损失等。丙公司在仲裁过程中,未作出实体答辩,仅 认为乙某和丁某不是仲裁的当事人。 仲裁庭经开庭审理后作出裁决,并经新加坡国际仲裁中心登记证 明后,裁决送达丙公司。 受理法院经审理后最终认为,中国和新加坡均系《纽约公约》的 缔约国,且涉案裁决解决的是按中国法律属于契约性商事法律关系 所引起的争议。因此,关于涉案裁决是否存在不予承认和执行的情 形的问题,应当根据《纽约公约》第五条的规定进行审查。本案所 涉《资产购买协议》虽然是由丙公司和甲公司最终实际履行,丁某 在协议约定的“代入买方”即乙公司出现后也不承担任何权利义务, 但丁某同样也是《资产购买协议》的签约方,且涉案裁决主文第二 项亦将其列为仲裁当事人,故丁某作为某外国公民签署的《资产购 买协议》具有涉外因素。被申请人丙公司认为,《资产购买协议》 不具有涉外因素缺乏事实和法律依据,该院不予采信。同时,《资 产购买协议》中的仲裁条款系各方当事人的真实意思表示,合法有 效,对各方当事人均具有约束力。因此,新加坡国际仲裁中心依据 上述仲裁条款作出的涉案裁决不存在被申请人丙公司提出的所谓违 反《纽约公约》第五条的情形,该裁决应当得到承认和执行。 据此,依照《承认和执行外国仲裁裁决公约》和《中华人民共和 国民事诉讼法》有关规定,裁定:对新加坡国际仲裁中心仲裁裁决 的法律效力予以承认和执行。 类似申请及被申请执行人均为中国法人公司或自然人的涉外合同 的新加坡国际仲裁中心的裁决,已知的多起案例均得到不同地方的 人民法院的承认和执行。这反映出中国各审理法院对国际仲裁有相 当的认识和理解,切实执行《承认和执行外国仲裁裁决公约》。 以上不含法律意见和观点,亦不代表任何机构立场。欢迎个人 交流。

葛黃斌 Prof Ge Huangbin, Head (China Desk) 新加坡国际仲裁中心 Singapore International Arbitration Centre 地址: 32 Maxwell Road #02-01 Singapore 069115 电话 T: (65) 6221 8833 手机 M: (65) 9100 3578 传真 F: (65) 6224 1882 电邮E: gehuangbin@siac.org.sg 网址 W: www.siac.org.sg

Prof Ge Huangbin

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NEWS | news >>

Beijing >>

US trade official swaps government job for Beijing post U S firm Covington & Burling has secured the services of Timothy Stratford, after he stepped down as assistant US trade representative for China affairs. Stratford has joined the firm as a partner and is based in the Beijing office, which opened in mid-2008. He is a member of the firm’s international trade, IP and government affairs practice groups

and focuses on advising international clients doing business in China, as well as on assisting Chinese companies seeking to expand their businesses globally. Stratford is so far the most senior former US trade official to join the US business community here. The country is not foreign to him, as he has lived and worked professionally here for

曾为政府工作的美国前贸易官员前往北京就职

国科文顿•柏灵律师事务所近日吸引前美国 助理贸易代表Timothy Stratford(夏尊恩 先生)加盟,成为于2008年成立的北京代表处的 合伙人。夏先生的主要业务是为在华经商的国际 客户提供顾问咨询,并协助寻求拓展全球业务的 中国公司。 夏尊恩是美国在华商业团体中最高级别的前美国 贸易官员,曾在中国从事专业工作长达 25 年以上, 因此对中国十分熟悉。在美国贸易代表办公室任职 期间,夏尊恩与中美各政府部门和机构的高级官员

Profile

Blancpain

密切合作,负责制定和实施美国对中国的贸易政 策,解决从事双边贸易和投资的公司遇到的问题。 在此之前,夏先生曾任通用汽车公司中国运营部的 总法律顾问,还曾担任美国驻北京大使馆商务处的 公使衔参赞,以及在华美国商会主席。 曾为前贸易官员,现在科温顿就职的其他律师 包括前财政部副部长Stu Eizenstat(埃森•斯塔 特)、美国前贸易副代表John Veroneau(约翰• 裴农努)及负责经济事宜的前美国副国务卿Al Larson(罗信)。

BLACNPAIN宝珀全新L-Evolution Moon Phase 月相腕表 Calibre 66R9机芯的梦幻传奇

“瑞

士宝珀表于1735年诞生,是瑞 士历史上最古老的手表品牌, 也是世界上第一个注册的钟 表品牌,其数百年的文化及 精粹的工艺,使得BLANCPAIN宝珀在世界表 坛拥有至高无上的地位,即使所有华美的赞 词都已褪去,BLANCPAIN宝珀所蕴含的质朴 精神与内敛智慧也足以成就一种高贵信仰, 在他所铸就的时间艺术中被完美主义的信徒 不懈追求。 BLANCPAIN宝珀坚持每一枚腕表都完全 以精湛纯熟的手工制作,全部均有独立编号,其 制造日期与制表师的姓名都有记录可查,因此 BLANCPAIN宝珀的价值不仅在于手工及所 耗的人力,而是对每一细节一丝不苟的要求, 优雅经典的外型,超然地不受潮流转变的影响, 成为永恒的艺术珍品。作为顶级钟表的制造 商,BLANCPAIN宝珀早已为众多的国家政 要、电影明星、体育名人等各界知名人士所 青睐。在政界,最为著名的就是俄罗斯总理普 京。普京总理喜欢手表,尤其钟情于深谙精密 机械制作的BLANCPAIN宝珀表。 2010年新年伊始,BLACNPAIN宝珀全新 L-Evolution Moon Phase 月相腕表及L-Evolution 全系列长动力腕表在中国正式上市。

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more than 25 years. During his tenure as United States Trade Representative (USTR), Stratford worked closely with senior government officials in the US and China in developing and implementing US-China trade policy and addressing problems encountered by companies engaged in bilateral trade and investment. Prior to this, Stratford served as general counsel for General Motors’ China operations. He also served as Minister-Counselor for Commercial Affairs at the US Embassy in Beijing, and as chairman of the American Chamber of Commerce here. Stratford joins a team of former trade officials at Covington, including former deputy treasury secretary Stu Eizenstat, former deputy US trade representative John Veroneau, and former Under Secretary of State for Economic Affairs Al Larson. ALB

摘一片天空带在手腕上,绝对是对时间流 逝最有诗意的表达形式。Blancpain 宝珀为 全新L-Evolution八天长动力月相 表配备了 这款Calibre 66R9机芯。这款腕表的机芯由 Blancpain 宝珀自主设计并制造,造型上融合了 浪漫与富有诗意的气质,体现了Blancpain 宝珀 机芯结构工程师和制表大师们的高超技艺。 2003年,Blancpain 宝珀又向前迈进一 步—Blancpain 宝珀推出了Calibre 6763机 芯(具有100小时超强动力储存功能)。而 2009年推出的Calibre 66R9机芯则是代表 着另一个新的里程碑。瑞士勒布哈苏制造 (Manufacture in Le Brassus)首次推出了 带有月相盈亏显示功能、完整日历和八天长 动力储存机构的机芯—完全由Blancpain 宝 珀自己开发、生产和组装。作为手动上链机 械机芯Calibre 13R0的改进版,全新Calibre 66R9机芯再次巩固了Blancpain 宝珀在制表 行业的权威地位。 媒体垂询,请联络 BLANCPAIN宝珀上海办事处 张芊小姐/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 ISSUE 7.3 7.3 ISSUE


Firm Profile

NEWS | news >>

Lifang & Partners

Full-bodied expertise with Lifang & Partners

L

ifang & Partner’s IP expertise has long been heralded in the local market, but with China’s extended efforts on imposing the importance of IP rights the firm has developed greater ambitions. With its extensive experience in IP management for clients, the firm sees an opportune moment to establish related practice areas. Lifang’s traditional strength lies in IP litigation, having been involved in hundreds of cases. In 2008, it obtained a license from the State Intellectual Property Office allowing it to handle patent applications for both foreign and domestic clients - a status that only a limited number of law firms have been granted. Since then, the firm has handled approximately 3,000 new patent applications. But Lifang & Partners is now moving into other practice areas, specifically cross-border corporate work, and hopes to soon be able to provide a one-stop IP and corporate legal service for its clients. “We are very keen to penetrate into other legal sectors and in work that derives from our profile of clients in industries like new media,” said partner Xie Guanbin. “Cross-border work that involves countries like Japan is one of our focal points.”

Reflective expansion Lifang has recruited over 30 IP specialists in the past six months, and its success over 2009 is reflective of the firm’s increasing workload. Recently, Lifang & Partners’ Guangzhou office merged with local IP specialist firm Liu and Partners, boosting the office to 12 lawyers and four patent attorneys. The combined office is headed by Roy Liu, managing partner of Liu & Partners which was one of the leading firms in China. It was established in 1994 and enjoyed mandates from major clients like Apple, Microsoft, Midea and Nike. “Liu & Partners’ business objective is to be the region’s leading IP firm and merging with

►► Lifang deal highlights

Lifang, whose ideals are compatible to ours, has propelled us to a much larger platform – especially in IP litigation” said Liu. “We now have stronger resources and are capable of venturing into other practice areas and advising niche market clients.” Lifang first established its Guangzhou presence in December 2007 with the signing of the city’s leading IP practitioner Deng Yao, previously a partner of Guangzhou Hai Ji Ming and former deputy-director of Guangdong province’s science and technology intellectual property centre. The latest expansion is the firm’s response to the continuous surge in demand for IP legal services in the Pearl River Delta region. The region, specifically Guangdong, has been one of the country’s leading cities by the total number of patent and trademark filings since 2006. Both the Guangzhou and Beijing offices’ work are closely linked. “IP applications often include a need to consider nationwide factors and structures so a close working relationship between the offices is very important, and we have done well in our cooperation,” said Liu. Prior to its Guangzhou merger, Lifang had already boosted its IP teams, recruiting a 30-member IP team – including five partners – late last year. The new partners include Ma Tieliang, Ma Youping and Han Linghu, and they all have extensive experience in handling patent filings and prosecutions for foreign and domestic clients, gained from their previous practice in patent agencies such as China Patent Agent (HK), CCPIT Patent & Trademark and China Science Patent & Trademark Agent. Xie foresaw the extra hiring to bring in a new revenue source in patent filings and strengthen the practice in patent litigation, patent consulting, corporate patent strategy structuring and analysis, evaluation and management of patent portfolio. “A patent drafting and filing practice is of strategic

• Represented China Unicom in China’s first anti-monopoly case which established principles concerning evidence rules and market definition in anti-monopoly litigation • Defended Zhongwei Bus & Coach Group in a design patent infringement allegation by German company Neoplan • Defended Samsung against a serious infringement allegations by invalidating all of its opponent’s patent rights • Handled nearly 3000 applications patent filings for domestic and overseas companies in 2009 www.legalbusinessonline.com

Guanbin Xie

importance to any modern IP law firm. It not only contributes significantly to a firm’s revenue but also provides the firm with an opportunity to forge strong, long-term relationships with new clients,” he said. “When facing IP-related issues, particularly patent matters, corporate clients will, in the first instance, turn to the law firm who helped them obtain their IP rights for advice and solutions.” Lifang & Partners’ IP strength is highlighted by its recent successful representation for Anycall, in one of the country’s most high-profile IP infringement litigation cases. The firm also advised China Mobile in one of the country’s very first anti-trust legal matters, and litigates on international IP matters. For example, the firm recently represented a domestic company in its defence against a German coach manufacturer Neoplan whose rights claim had been invalidated by SIPO. “We pay close attention to the profile of our clients and monitor the trends of what is to come,” said Xie. “Lawyers at Lifang must possess IP technical know-how, a strong legal background and international experience. We are an IP specialist firm and everything we do is a professional concoction of technical knowledge and legal expertise – that is criteria that will never be compromised.” Guanbin Xie, managing partner Email: guanbinxie@lifanglaw.com Beijing Office: Level 11, Tower A Nan Xin Cang International Building, No. A22 Dongsishitiao, Dongcheng District, Beijing, PRC, 100007 Tel: 86-10-64096099 Fax: 86-10-64096260 / 64096261 Website: www.lifanglaw.com

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NEWS | news >>

►► Lateral hires Name

Leaving

Going to

Practice areas

Location

Zhang Li

Hubei Sunshine

Zhong Lun

corporate, litigation

Wuhan

Mei Shunjian

Hubei Sunshine

Zhong Lun

corporate, litigation

Wuhan

Zheng Dongping

Zheng Dongping

Zhong Lun

corporate

Wuhan

He Jiajie

CICC (HK)

Zhong Lun

capital markets

Hong Kong

Rong Rong

Hai Ji Ming

Zhong Lun

cross-border investment

Guangzhou

Jie Yinghan

Hai Ji Ming

Zhong Lun

corporate

Guangzhou

Gao Yan

Jones Day

Zhong Lun

Energy & resources

Beijing

Yu Xingang

Jones Day

Zhong Lun

corporate

Beijing

Feng Wenjun

King & Wood

Zhong Lun

Investment, M&A, real estate

Beijing

Louis Meng

K&L Gates

AllBright

M&A, corporate finance

Shanghai

Robert Lee

Simmons & Simmons

AllBright

corporate, M&A

Shanghai

Hubert Tse

Yuan Tai

Boss & Young

capital markets, investment funds

Shanghai

Lin Huawei

Paul Hastings

Global

M&A, PE

Beijing

David Fu

Shearman & Sterling

Global

M&A, capital markets

Beijing

Xu Minghao

Zhong Lun

Global

real estate, construction

Beijing

Zhou Yong

JunZeJun

Jun He

WTO and international trade

Beijing

Various

Zhong Lun

Zhong Lun partnership undergoes exponential growth Following the announcement of 15 internal promotions in January, Zhong Lun has recently bolstered its partner ranks further with nine lateral hires and seven promotions. Three of the lateral hires took place in Zhong Lun’s Wuhan office, Zhang Li which opened at the beginning of 2009. The new additions to the Wuhan team are Zhang Li, Mei Shunjian and Zheng Dongping. Zhang and Mei both joined from Hubei Sunshine Law Firm. Zhang currently serves as the president of the Hubei Lawyers Association and is the only senior partner among all nine newly appointed partners (the rest are limited equity partners). The other new partners are He Jiajie in Hong Kong, Rong Rong and Jie Yinghan in Guangzhou and Gao Yan, Yu Xingang and Feng Wenjun in Beijing. The latest round of promotions occurred in the firm’s Beijing and Shanghai offices, which received four and three new partners respectively. Zhong Lun has added 31 new partners through lateral hires and promotions so far this year.

中伦大力加强合伙人团队

在今年一月晋升了15位合伙人后,中伦近期再次扩大合 伙人团队。该所已吸引九名新合伙人加盟,同时从内部 晋升七名律师为合伙人。 从外部加入的九位新合伙人团队中,有三位在中伦 去年二月设立的武汉分所工作。其中张粒律师和梅顺 健律师均从湖北松之盛律师事务所加入。张粒律师现 任湖北省律师协会会长,也是此次唯一一位作为一级 合伙人加盟的律师。 其他新加盟的合伙人为:原在中国国际金融公司(

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香港)工作的何嘉杰律师,原广东海际明律师事务所 的容融律师和揭英汉律师,原湖北郑东平律师事务所 的郑东平律师,原美国众达律师事务所的高燕律师、 余昕刚律师和原北京金杜律师事务所的冯闻军律师。 他们均在中伦担任二级合伙人。 此次新加盟的合伙人,业务领域包括公司、外商 投资、跨境交易、海外上市、房地产、诉讼、能源和资 源、公路、船舶。 同时, 中伦北京办公室和上海办公室分别从内部晋 升了三位和四位合伙人。加上今年年初提拔的15位律 师,中伦今年一共新添了31名合伙人。 Various

AllBright

AllBright adds international expertise to corporate group AllBright has increased its offering of cross-border transactional legal services by appointing two senior members to its international corporate group in Shanghai. New partner Louis Meng Louis Meng was formerly a partner at the Shanghai office of K&L Gates, which opened in April 2008. Prior to joining K&L Gates, he had worked in international firms, including DLA Piper and Paul Hastings, for over ten years. He is an experienced international M&A, corporate finance and VC/PE lawyer. According to Meng, foreign law firms are very restricted in developing their practices in China. The new practice trends such as cross-border M&A for Chinese companies, RMB fund formation and investment, domestic IPOs and restructurings, are all better operated from a domestic law firm platform. Partner-level senior counsel Robert Lee joined AllBright from Simmons & Simmons, where he

served as a consultant in the firm’s China corporate group located in Hong Kong. Lee had also previously practised with Clifford Chance and Baker & McKenzie. He focuses on corporate transactional matters and advisory work, including cross-border investments in Chinese companies, M&A and corporate restructuring.

锦天城新增国际业务人才

锦天城律师事务所近期扩大了其国际业务团队规模, 任命两位高级成员,进一步提高了该所提供跨境交易 法律服务的能力。 新合伙人 Louis Meng 此前曾在高盖茨律师事务所上 海办事处担任合伙人,高盖茨上海办事处于2008年4月 成立。进入高盖茨之前,他曾在跨国律师事务所工作十余 年,包括欧华及普衡。他是经验丰富的国际并购、公司金 融及风险资本与私募股权律师。据 Meng 介绍,外国律 师事务所在中国的业务发展受到严格限制,中国企业的 跨境并购交易、人民币基金形成及投资、国内 IPO及重组 等业务在国内律师事务所的平台上能更好运作。 合伙人等级的高级顾问律师李重毅此前在西蒙斯 律师事务所香港办事处担任中国公司业务法律顾问。 李律师还曾在高纬绅及贝克•麦坚时工作。他主要擅长 参与公司交易事务及顾问工作,包括涉及中国公司的跨 境投资、并购及公司重组。

Various

Global

Global appoints three new partners Global’s new partners Lin Huawei and David Fu are the latest in a long line of lawyers leaving international firms to join domestic firms. Both lawyers have left Paul Hastings and Shearman & Sterling respectively to better serve clients from a local platform. Lin will focus on M&A, PE, real estate and FDI matters, and explained that his move was also due to a preference for charging more reasonable fees. Fu will focus on M&A, foreign enterprise restructuring, FDI and offshore capital markets. Global has been expanding its partnership structure with new talent since 2008. Over the past two years, the Shanghai office has grown by five new partners – George Wang (Fried, Frank) Alan Zhou and Jane Ying (AllBright), and Gu Weiwei (King & Wood). All partners came from prominent international firms in China. Along with the recent recruitment of Lin and Fu, Xu Minghao has also joined Global’s partnership from Zhong Lun, where he was team leader for real estate and construction.

三位新合伙人加盟环球

近期,大量跨国事务所的律师离职,转投本土事务所, 环球新合伙人林华伟及傅志耕的加入为该趋势的印 证。两位律师分别离开普衡及 Shearman & Sterling, 以便在国内平台上为客户提供更好的服务。 林华伟主要处理并购、私募股权、房地产及外商直 接投资事宜,希望收取更合理的费用亦是他重新选择 的原因之一。傅志耕的工作重点包括并购、境外企业重 组、外商直接投资及离岸资本市场。 环球自2008年以来不断引进人才,扩大合伙人规 模。过去二十年来,环球上海办事处新增五位合伙 人,包括汪旻(Fried, Frank)、周磊、应瑾(锦天城) 及顾巍巍(金杜)。 ISSUE 7.3


NEWS | news >>

随林华伟及傅志耕加入环球的还有徐明浩律师。 此前,徐律师曾在中伦担任房地产及建筑业务团队 负责人。 Boss & Young

Yuan Tai

Boss & Young adds new partner in Shanghai Hubert Tse, former head of international business at Shanghai firm Yuan Tai, has left the firm to join Boss & Young as a partner. Tse has been practising law in Shanghai since 2003, advising clients on cross-border M&A, PE/VC, capital markets, Hubert Tse banking & finance and QDII/QFII matters. Over the past few years, Tse has acted for a number of leading PRC fund management companies, such as ICBC-Credit Suisse Asset Management and China Southern Fund Management, on their Qualified Domestic Institutional Investor (QDII) investment overseas. He has also advised on several formations of JV funds or asset management companies, including the joint venture between United Overseas Bank of Singapore and Ping An Securities. Last year, Tse advised DBS Private Equity on the formation of its US$100m onshore RMB fund based in Shanghai. Tse started his practice in Sydney and came to Shanghai in 2003. He has 12 years of experience as a lawyer working at leading international and PRC firms, as well as a ‘Big Four’ accounting firm, in Sydney, Hong Kong and Shanghai.

邦信阳新增合伙人

曾在上海源泰律师事务所担任国际业务主管的谢鸿铭 律师,现已加入邦信阳担任合伙人。谢律师主要针对跨 境并购、私募股权 ∕风险资本、资本市场、银行与金融以 及QDII∕QFII事务为客户提供顾问服务。 过去数年内,他曾担任多家中国知名基金管理公司的 法律顾问,包括工银瑞信基金管理有限公司和南方基金, 参与合格境内机构投资者(QDII)海外投资项目。他还为 多个合资基金或资产管理公司的组建提供顾问服务,包 括新加坡大华银行与平安证券的合资。去年,谢鸿铭为 星展直接投资(DBS Private Equity) 在上海建立1亿美 元的陆上人民币基金项目提供顾问服务。 谢律师在悉尼开始其律师生涯,2003年来到上海。 他拥有12年律师经验,曾在领先的跨国及中国律师事 务所以及四大会计师事务所工作。

Jun He

Jun He promotes 11 lawyers Jun He is known for its seniority in the legal industry, but the firm's partnership has grown younger with an increasing number of younger lawyers appointed to the partner ranks. Earlier this year, the firm promoted eight lawyers to partner and elected three senior associates to counsel – most of them in their mid-thirties. Currently, Liu Chi thirtysomething lawyers account www.legalbusinessonline.com

for nearly 50% of the firm's 95 partners and counsel – up 20% from just two years ago. The eight new partners are Liu Chi, Mi Xingping and Zhang Zongzhen in Beijing; and Wang Yi, He Lingyun, Zhou Hui, Zhao Fang and Zhang Zhongmin in Shanghai. The newly-elected counsel are Huang Shan in Beijing, Liu Guangming in Shanghai and Xiao Ruhai in Hainan. Their practice areas range from corporate and M&A to litigation and IP. The latest round of promotions is also a reflection on the increasing use of the counsel title at Jun He. The firm first adopted the title in 2007 as a stopover for senior lawyers on the way to partner status. Liu Chi, who specialises in servicing the sport and entertainment sectors, was promoted to partner a few years after he joined the firm as counsel from Zhong Lun. In January 2010, the firm hired experienced WTO and international trade lawyer Zhou Yong as counsel from JunZeJun, where he was a partner and head of the WTO and international trade practice group. According to senior partner David Liu, Jun He has plans for two more rounds of promotions and lateral hires this year, as the firm's recruitment and promotion plans were slowed in 2009 due to market conditions and because of its strategic decision to beef up new practice groups including WTO and international trade, and IP.

君合晋升十一位律师

上月,君合将八位律师晋升为合伙人,还将三位高级律 师晋升为顾问律师。多数获晋升的律师均在三十五岁左 右。目前,三十岁左右的律师占君合95位合伙人及顾问 律师的近50%,两年前该比例仅为30%。 八位新合伙人分别是北京的刘驰、米兴平及张宗珍, 上海的王毅、何凌云、周辉、赵芳及章忠敏。新任顾问律 师分别是北京的黄山、上海的刘光明和海南的夏儒海。 其业务领域包括公司事务、并购、诉讼及知识产权。 最近一轮晋升还表明君合开始更多使用顾问律师职 位。君合最早于2007年引入顾问律师一职,作为高级律 师成为合伙人的过渡。刘驰是体育及娱乐领域的专业律 师,离开中伦进入君合担任顾问律师数年后,便被晋升为 合伙人。2010年1月,经验丰富的 WTO 和国际贸易律师 周勇离开君泽君加盟君合,担任顾问律师,周勇在君泽君 曾担任合伙人兼WTO与国际贸易业务团队主管。 据高级合伙人刘大力介绍,君合计划在今年再进 行两轮晋升及招聘,原因包括,君合去年的晋升计划 受到市场环境的影响而延缓,另外君合已做出战略决 策,在未来数年内加强其 WTO、国际贸易及知识产 权等业务团队。

JT&N

JT&N promotes senior partner for entertainment Jincheng, Tongda & Neal has recently promoted Zhou Junwu, with more than 15 years of legal experience, to the firm’s senior partnership. Zhou specialises in advising clients in the entertainment and film, television and communication industries. He also focuses on IP, M&A, and dispute resolution. As a veteran in the entertainment field, Zhou has advised on various legal disputes involving Chinese celebrities. He acts as legal counsel to many major artists, art designers, screenwriters and choreographers, and regular legal counsel to IBM,

DHL and Yunnan Airlines, amongst many others. Zhou’s promotion reflects the firm’s interest in building up its business books. Earlier this year, JT&N also recruited Zhao Ping and Liu Xinping as senior partners, in its Shanghai and Shenzhen offices respectively.

金诚同达晋升娱乐业务高级合伙人

金诚同达近期将拥有超过15年法律经验的周俊武晋升 为高级合伙人。周俊武的业务专长是在娱乐、电影、电 视及通讯行业为客户提供顾问服务。他还擅长知识产 权、并购及纠纷解决。 作为娱乐领域的资深律师,周俊武曾参与涉及中国名 人的各类法律纠纷。他曾担任诸多著名艺术家、艺术设 计师、编剧及编舞的法律顾问,是 IBM、DHL和云南航 空的定期法律顾问。 周俊武的晋升充分表明金诚同达正积极扩大业务团 队。今年初,金诚同达还吸引赵平和刘信平担任高级合 伙人,分别在上海及深圳分所任职。

Various

Eiger

Taiwan’s Eiger builds capacity with trio hire Eiger Law’s Taipei and Shanghai locations have recently been boosted with the addition of three new lawyers. The firm has appointed Ann Huynh and Marcus Clinch as of counsels and Ainsley Hsieh as associate. Huynh, who joined Eiger Taipei from Swiss firm Homburger, specialises in investment, corporate, financial and banking law, whereas Clinch is a commercial, regulatory, and IP practitioner. Clinch has represented many technology and gaming companies, and also the Scotch whiskey industry in numerous matters involving IP, fairtrade and regulatory issues. He also chairs the European Chamber of Commerce Beverage Alcohol Committee. In October last year, Eiger also managed to add an associate (Derek Sun) and an of counsel (Xu Tian) to its Taipei and Shanghai team, respectively. The expansion was a result of new opportunities brought about by a changed economic environment, said partner John Eastwood. Founded in 2001, the firm currently has 17 legal professionals spread across its Taipei and Shanghai offices.

台湾艾格峰新增三位律师

艾格峰外国法事务律师事务所台北及上海联络处近期 新增三位律师,实力进一步壮大。事务所任命黄国媖及 林马仕担任顾问律师,谢依霖担任律师。 加 盟 艾 格 峰 之 前,黄 国 媖 曾 在 瑞 士 事 务 所 Homburger工作,业务专长包括投资、公司、金融、银 行法律,林马仕曾是商业、监管及知识产权领域的律 师。林马仕曾担任诸多科技及博彩公司的法律代表, 还为苏格兰威士忌行业提供服务,就涉及知识产权、公 平交易及监管法规的各类事务提供法律意见。他还是 欧洲商会酒精饮料委员会负责人。 去年10月,艾格峰的台北及上海业务团队还分别新 增律师 Derek Sun 和顾问律师徐甜。事务所合伙人江 东林表示,在经济环境回暖的背景下,事务所受新业务 机会的推动开始扩大团队规模。 艾格峰创立于2001年,在台北和上海设立办事处,目 前拥有17位法律专业人才 。

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Feature | Employer of Choice >>

CHINA 2010

Employer of Choice Employer of Choice CHINA

2010

►► The winners Firms that performed most consistently across the eight survey criteria CHINA PRC firms: 1. Jun He 2. Grandall 3. MWE China 4. Deheng 5. Fangda International firms: 1. JSM 2. Baker & McKenzie

If there was ever a year when employee satisfaction could be expected to take a battering, 2009 was surely the one. Redundancies, pay freezes and cost-cutting provided a steady source of grist for the industry rumour mill. No matter how sensitively these matters are handled, uncertainty inevitably breeds insecurity. In such an environment, it was a particular challenge for law firms to keep lawyers both engaged and motivated. As always, however, a tough environment provides an opportunity to shine. ALB congratulates all the most highly-ranked firms of the 2010 Employer of Choice survey

3. Skadden 4. Simpson Thacher 5. Freshfields

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ISSUE 7.3


Feature | Employer of Choice >>

Associates: the new driving force

I

n this year’s EOC survey, Jun He dominated the results – performing the most consistently across all six categories. Although the firm imposed a four-day working week for some of its lawyers and staff during Q2 and Q3 of 2009, ALB China readers – particularly lawyers outside Jun He – still have a very high opinion of the firm and have rated it the top law firm to work for. David Liu, senior partner and a member of the management committee, attributed this positive outcome to the firm’s no-redundancy policy during the market slowdown, as well as the promotion opportunities offered to younger generation lawyers. “Our firm’s culture determined that we would not go down the path of making redundancies. We treat every member of the firm like family. So partners undertook financial sacrifices and adopted some alternative work arrangements to ensure the job security of our employees,” says Liu. While Jun He offers its staff a compensation and bonus package that is among the most generous of all the PRC firms, it has also recognised more imperative needs of ambitious lawyers who want to feel appreciated and fulfilled career-wise. Three years ago, the firm established a program to help

www.legalbusinessonline.com

individual lawyers establish career goals and to help them achieve these goals. In addition, the firm has created a multi-level partnership comprising of salaried partners (non-equity), limited equity partners and full-equity partners, as well as adopting the counsel post to widen the channel of promotion. In the past few months, Jun He has promoted a large number of lawyers to partner and counsel – most of them in their mid-thirties. Currently, thirtysomething lawyers account for nearly 50% of the firm’s 95 partners and counsel – this is up 20% from just two years ago. “Our management committee has come to an agreement to place younger generations on the partner track. Younger lawyers, particularly the thirtysomethings, are an up-and-coming force of our firm,” says Liu. “They are following market trends closely, acquiring skills and knowledge in emerging practices very fast, working incredible hours and contributing significantly to business development. “Stronger teamwork ability and a focus on specialised areas of law are among the other important features of the younger generation lawyers. They will contribute to the firm’s further integration and modernisation,” Liu adds.

Employer of Choice CHINA

2010

►► verbatim

“I want to increase the complexity of my duties each year, as this will assist me with my professional achievements” “A very heavy workload in 2009 meant that the 'work from home' policy made little difference to my work ... my duties and workload were such that I had to be at the office” “Being an associate is hard and the work is challenging. It’s very fortunate if you can work with a partner who mentors you and gives you feedback on how to advance your career” “Law firms need to be more familyfriendly. The culture has been improving in recent years, but it still has a long way to go”

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Feature | Employer of Choice >>

Employer of Choice CHINA

2010

►► Respondents by length of service

16% <2 years 41%

20%

2-3 years 4-5 years

23%

6 years +

For many lawyers who want to join the firm, Liu has delivered a good message. He says that Jun He has set up plans for two more rounds of promotions and lateral hires this year, both because the firm’s recruitment plans were slowed last year due to market conditions and due to its strategic decision to beef up new practice groups – including WTO and international trade, and IP. Grandall, who is a newcomer to the EOC title, has employed a similar strategy. “We actively promote younger lawyers and encourage them to be in the front line, working on cuttingedge transactions and integrating with clients. More interaction with clients means more job satisfaction for lawyers,” says Ni. “And as we operate as a true ‘firm’, not a collection of lawyers sharing an office, new partners usually have less pressure in terms of financial contribution and business development. They have enough time and a supportive environment to build up their own client base and book of business.” In 2009, Grandall not only didn’t make any staff redundancies but also continued to recruit and expand its numbers last year.

Investing in people

Mid-sized Shanghai firm MWE China is another newcomer this year, outranking many of its larger rivals. Despite the uncertainty brought about by the weakened state of the global economy, the firm has managed to maintain its headcount, salary levels and billable hour targets, as well as keeping its incentive program intact in 2009. The firm’s

top performers even received modest increases in salary. Founded and headed by renowned corporate and international business lawyers John Huang and Kevin Qian, MWE has established an advanced career development program that includes mentoring, training and formal evaluations. In addition, its strategic alliance with US firm McDermott Will & Emery has enabled the firm to offer international training and secondment opportunities across 16 MWE offices around the world, to many of its best performers. “We strongly believe in investing and creating a friendly and supportive working environment, wherein lawyers are highly motivated to provide our clients with the best possible legal services. It has also enabled our firm to become an attractive option for potential employees,” says Huang, MWE China’s founding partner. Many international firms have comprehensive graduate programs and career development planning in their home jurisdictions, but not many will offer the same programs in their China representative offices. Freshfields, voted as one of the most desirable international firms to work for in China, is one of the few firms that offer such programs. Each year, it hosts two graduate recruitment events in Beijing and Shanghai and recruits four to eight new graduates from the country’s top law schools. After working for a couple of years, the most promising junior legal staff will be sponsored by the firm to study law in the US, obtain an LLM degree and become New York-qualified lawyers. They will then

Freshfields' Shanghai team

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Feature | Employer of Choice >>

return to the firm’s China offices and work as associates. Currently, five PRC legal staff are studying in the US. Freshfields’ approach to engaging junior lawyers as part of its deal team is another feature that makes the firm stand out from the crowd. Instead of giving discrete tasks and employing staff as glorified translators and researchers, junior lawyers are able to work side-by-side with partners and associates and be involved from the beginning to the end of a transaction.

“We take recruiting new PRC graduates very seriously, and give them full exposure to deal execution and direct client contact. That’s proven to be very appealing to the best and brightest young talents,” says Antony Dapiran, a partner in Beijing. The firm’s China offices underwent a salary freeze consistent with the London head office’s decision, among a number of other general cost-cutting measures. But the firm has managed to avoid any job losses in China, and,

Employer of Choice CHINA

2010

►► Respondents by position 11%

Support staff

7% 5%

Paralegal/assistant

4%

Associate 14%

36%

Senior associate Partners Senior partners

23%

Other

Grandall

We would like to take this opportunity to express our gratitude to all of our employees, clients and friends for their trust and support to Grandall. As one of the leading and largest law firms in China, we distinctly recognize our responsibilities to our various stakeholders, such as our clients, members of the firm and the wider communities in which we live and work. We are always trying our best to optimize the interests of our employees and clients and to take our social responsibilities. Grandall, your best partner helping your business succeed in China!

• Beijing • Shanghai • Shenzhen • Hangzhou • Guangzhou • Kunming • Tianjin • Chengdu • Ningbo • Fuzhou • HongKong www.grandall.com.cn www.legalbusinessonline.com

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Feature | Employer of Choice >>

Beijing office

I

n 2009, revenues of law firms in Beijing had generally been affected by the financial crisis. According to market research, during the first half of the year 43% of Beijing’s law firms suffered a 40% drop in revenue, compared to the same period in the previous year. Some firms even suffered 60% in revenue losses. Yet even with these market conditions, Deheng Law Firm has been maintaining a sustained high-growth rate, especially in its Beijing office whose revenue increased by nearly 250% in 2009. Headquartered in Qingdao, the firm is known in the industry for its advanced law firm management system. For the past decade, Deheng Law Firm has ranked number one in the Shandong legal service market by annual revenue. It was also voted as ALB’s “Employer of Choice” in mainland China for several consecutive years. Since 2009, this up-and-coming firm has made some eye-catching moves to build up its Beijing team and capabilities. In March,Liu Jiqing, the former senior partner and chief representative of Baker & Daniels’s Beijing representative office, joined Deheng Law Firm’s Beijing office as its director of international business. Liu specialises in crossborder investment, M&A and international trade. In June 2009, 10 major partners of the dispute resolution, real estate, securities and other teams were relocated from Qingdao to Beijing. And in September, large-scale recruiting efforts by the firm’s Beijing office were revealed in several domestic and foreign legal media. Analysed by market observers, these moves to enhance the strength of the Beijing office seems to imply that Deheng Law Firm is planning to shift its market focus from Shandong to Beijing – and then towards the whole country, later confirmed by ALB’s recent interviews with several major partners. “In 2009, our Beijing office recruited over 10 lawyers, including Liu JiQing, an expert in the field of international investment and one of ALB’s ‘Hot 25 Lawyers of 2009”. Liu and his team joining the firm further

34

Jiang Qi

strengthened our ability to serve large clients in the domestic and international markets,” said Jiang Qi, the director of the Beijing office. As head of the firm’s dispute resolution team, Jiang was one of the partners relocated from Qingdao to Beijing last June. When asked if the efforts to strengthen the Beijing office would mean that the firm’s headquarters would be relocated to Beijing, chairman of the partners committee of Deheng Law Firm, Luan Shaohu, did not give a direct answer. “Transferring outstanding lawyers from Qingdao headquarters to Beijing, on the one hand, is set to improve the management and operations of the Beijing office, and, on the other hand, is driven by the needs of their individual career development,” said Luan. He gave a brief introduction to the management team of the Beijing office: director Jiang Qi is one of the youngest senior partners at the firm, specialising in finance, international trade and dispute resolution. Fang Litang, senior partner and head of the securities team, also serves as the vice director of the Beijing office. (Along with Fang, the entire securities team of the

Hu Ming

firm also relocated from Qingdao to Beijing last year.) Li Pengcheng, one of the most experienced senior partners of the firm, is in charge of the real estate team in Beijing. Qiu Yuxiau, the executive director of the Beijing office, focuses on international business. Her team comprises lawyers specialising in IP and corporate matters. The relocation of senior partners and other major teams as well as the recruitment of Liu Jiqing and his team has made the Beijing office a full-functional, medium-sized law firm. The office covers a full spectrum of commercial legal services, which is different from the Beijing offices of other regional law firms which function more like a liaison office. In addition to this, the firm has appointed a new managing partner for its Jinan office and plans to set up offices in multiple cities in Shandong province. This claim was confirmed by Hu Ming, executive director. “In addition to the Shandong Law Firms Alliance initiated by Deheng Law Firm, we find during our practice that it becomes necessary to enhance the strength of the Jinan office to cover the market of the whole province,” said Hu. She also stated that Li Xuxui, one of the founding partners of the firm, was appointed as the

ISSUE 7.3 ISSUE 7.3


Firm Profile Feature | Employer of Choice >>

Deheng Law Firm

accelerates growth

Li Xuxiu

new director of the Jinan office. Another seven senior partners specialising in public listing, state-owned enterprise restructuring and international business were assigned to support the Jinan office. Chairman of the partners committee Luan Shaohu is very optimistic about Deheng’s Beijing office reaching its goals for this year. “In 2010, we plan to double our annual revenues,” said Luan. His optimism is based on the office’s success in the past twelve months. “In mainland China, Deheng is one of the first law firms to establish profit-sharing and team-cooperation systems comparable with those of advanced international law firms… In the second half of 2009, the revenue of our Beijing office increased by 200% at least, which reassured our confidence to further expand in Beijing.” Luan also mentioned the impact of the “Measures for the Administration of the Name of Law Firms” recently promulgated by the Ministry of Justice. Under this new regulation, some law firms – especially the branch offices of law firms – will have to change to new names or de-register. “To minimise the impact on us, we have taken certain countermeasures in advance and

www.legalbusinessonline.com www.legalbusinessonline.com

Qiu Yuxia

enhanced the strength of our Beijing office,” he said. “In consideration of our business development and compliance with the regulations of the Ministry of Justice, there is a possibility for Deheng Law Firm to register a new firm in Beijing”. A quick search by ALB reveals that approval on the name “Beijing D & H Law Firm” has been granted by the lawyers’ division of the Ministry of Justice in late January. While many Chinese law firms would be worried about the aforementioned regulation issued by the Ministry, Luan has taken countermeasures in advance. In fact, the chairman of the partners committee is well-known in the profession for his excellent strategic vision. In 2009, a series of moves were taken by the firm to strengthen its leading position in Shandong, as well as strategic planning for the Beijing and national markets. It is the firm’s solid platform in Shandong that has provided the foundation and cornerstone for its Beijing and national expansion plan. Also in 2009, another strategic arrangement was changing the firm into a Limited Liability Partnership (LLP), one of the first few law firms to do so in mainland China. This

transition enables Deheng Law Firm to be free from certain rules and regulations of the Ministry of Justice, and allows it to leverage its platforms in Shandong headquarters and Beijing to develop these two markets simultaneously, taking advantage of resourcesharing and cooperation to benefit its clients across the country. Relying on its LLP structure, Deheng Law Firm will most likely establish direct branch networks in Shandong while stabilising its position there and becoming one of the largest Chinese law firms in the coming years. The firm’s executive director Hu Ming has already taken all the responsibility for the daily management and operations of Deheng’s headquarters. Meanwhile, Luan Shaohu, who has just been honoured as one of the ‘Top-10 Chinese lawyers’, organises nationwide strategic planning for the firm by working from both Shandong and Beijing. With respect to the firm’s membership in the Sino-Global Legal Alliance (SLGA), Luan said that outside the Shandong and Beijing markets Deheng Law Firm will continue to play an active role cooperating with other member firms, with the goal of establishing close relationships with the other 13 member firms within two to five years. In the book ‘Pioneering Modern Management for Chinese Law Firms’ written by Shanghai Academy of Social Sciences’ Dr Shi Jiansan, who is an expert in the study of management of Chinese law firms, Deheng Law Firm is recommended as the model of Chinese mainland law firms in management. The firm is also praised as “a Chinese law firm comparable with top international law firms”. Upon the enhancement of its Beijing office and by seizing market opportunities, Deheng Law Firm should emerge as a new rival to large firms based in Beijing, such as King & Wood and Jun He. Deheng Beijing Law Firm 07,08A, 16/F, CBD International Mansion, No.16 Yongan Dongli, Chaoyang District, Beijing, China, P.C.:100022 Tel: (0086-10)85219100, 85219200, 85219111, 85219222 Fax:(0086-10)85219992 E-mail:beijing@deheng.com

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Feature | Employer of Choice >>

Employer of Choice CHINA

2010

►► What is your daily billable hours target? 6% 11%

9%

<5 hours

as market conditions have improved, is again planning to expand its team with lateral hires and associate hires. “2009 was a year of two halves. In the first half, the market was very quiet but in the second half it really came back at a level no one really expected at all," says Dapiran. "We had a positive and busy second half year in 2009 and that has continued into the first half of this year.” Investing in employees doesn’t necessarily mean setting up formal

or expensive training or career development programs. The partners’ commitment to work closely and spend more time with associates is another way of investing in talent. “We always take the view that it’s our people who hold the key to the firm’s success, and we truly value them,” says Terence Tung, partner of JSM in Beijing. “Our partners spend a lot time trying to understand the needs of associates and other staff members, and help them fulfill those needs.”

6 hours 7 hours 8 hours + 74%

Jun He

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Tung says that junior associates usually are eager to acquire more knowledge and want team leaders to work closely with them and teach them, while senior associates would appreciate opportunities to work independently, looking for more quality in challenging work. “The team leaders never keep any information away from their team members. There’s complete transparency in the team, in terms of knowledge transferring and information sharing. After each

exercise associates will have gained additional knowledge and there’s a sense of satisfaction there,” says Tung.

Other findings Transparency is key

Baker & McKenzie is another international firm that was consistently rated positively by respondents. This result – in particular – is of interest. The firm was the first major international firm to announce its

Employer of Choice CHINA

2010

►► Are your billing targets reasonable? 1% 6%

3% Excessive Too low Reasonable Too high

90%

Lee and Li

Awarded the Employer of Choice in Taiwan 2010 • Hong Kong Law Award 2009 Taiwan Deal Firm of the Year, ASIAN LEGAL BUSINESS 2009 • A Leading M&A Firm Asian – Tiger Leaders, ASIAN LEGAL BUSINESS 2009 • National Law Firm of the Year, INTERNATIONAL FINANCIAL LAW REVIEW 2009/2010 • Tier 1 of The Top Firms For Tax Transactions in Taiwan, INTERNATIONAL TAX REVIEW 2009 • Voted Tier 1 Firm for Patent Prosecution/Patent Contentious/Trade Mark Prosecution/Trade Mark Contentious/Copyright in Taiwan, MANAGING INTELLECTUAL PROPERTY 2009 • IP Global Awards, MANAGING INTELLECTUAL PROPERTY 2009 • Tier 1 Taiwan Patent Firm, ASIA IP 2009 • Tier 1 Firm for Patent Prosecution/Patent Contentious/Trade Mark Prosecution/ Trade Mark Contentious/Copyright in Taiwan, MANAGING INTELLECTUAL PROPERTY 2010

We Care We Serve We Excel www.leeandli.com or e-mail attorneys@leeandli.com www.legalbusinessonline.com

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Feature | Employer of Choice >>

Employer of Choice CHINA

2010

“We take recruiting new PRC graduates very seriously, and give them full exposure to deal execution and direct client contact. That's proven to be very appealing to the best and brightest young talents”

redundancy program in China last year. In July 2009 it announced plans to cut 11% of its fee-earners, together with a commensurate number of secretarial and support staff, across its Hong Kong, Beijing and Shanghai offices. While many international firms’ headcounts in China decreased by various degrees last year, official announcements regarding the layoffs were few and far between. So lawyers’ voting for Bakers may suggest that a firm’s transparency and openness during a crisis management process

can help it retain positive sentiment. According to Douglas Markel, a partner of Simpson Thacher in Beijing, transparency is an important part of day-to-day business operations for his firm. “An element of our strategy is to stay relatively small and focus on what we do best. In that way, we can provide a more secure and stable environment for our lawyers in Beijing,” he says. “It’s an important part of a partner's job to be open and transparent and communicate well with associates.

Antony Dapiran

Freshfields

JSM's Beijing team

Global Solutions Local Strengths

At JSM, we know that our employees are our greatest asset. We are proud to be named the Employer of Choice in China by ALB. Asia:

Bangkok Beijing Guangzhou Hanoi Ho Chi Minh City Hong Kong Shanghai

The Americas:

Charlotte Chicago Houston Los Angeles New York Palo Alto Rio de Janeiro São Paulo Washington DC

Europe:

Berlin Brussels Cologne Frankfurt London Paris

www.mayerbrownjsm.com Mayer Brown is a global legal services organization comprising legal practices that are separate entities (the Mayer Brown Practices). The Mayer Brown Practices are: Mayer Brown LLP, a limited liability partnership established in the United States; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales; JSM, a Hong Kong partnership, and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. The Mayer Brown Practices are known as Mayer Brown JSM in Asia. “Mayer Brown” and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

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Feature | Employer of Choice >>

We want them to understand what’s going on in the firm, and we want them to really feel that they are much more than just technicians on the deal. We encourage them to develop an interest in what the clients are trying to achieve and [also what] the firm is trying to achieve.”

Meaningful engagement in quieter times

Compared to the results seen last year, the importance of work/life balance has lowered from being in the top

three to among the bottom two of the eight criteria. Lawyers are now more concerned about the quality of their partners and the work. Many firms, therefore, have shifted their priority to ensuring lawyers have interesting work to do or are otherwise meaningfully engaged during quiet times. As part of its efforts to avoid redundancy and keep associates engaged, Skadden offered a unique ‘Sidebar Plus’ program in spring 2009 to all associates, which allowed them to apply for the privilege of taking

Employer of Choice CHINA

2010

“International firms won't have problems recruiting top talent but to be successful here in the long term these firms have to be clear about what they want to achieve in China” Douglas Markel

Simpson Thacher

MWE China

www.legalbusinessonline.com

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Feature | Employer of Choice >>

Employer of Choice CHINA

2010

►► Factors motivating move 100% 90% 80% 70% 60% 50% 40% 30% 20% 10%

Pr of es

sio na ld

Pa r tn

er

sw o Qu rkin gf ali t or ev F yo elo irm f w o pm rep rk u e Pa nt a tati r t n nd o n er sh trai n ip pr ing o Co spe m W pe c t s or k/ nsat life io ba n la Siz nce eo f fi rm

0%

a year off from the firm to pursue other endeavors, either professional or personal, in return for one-third of their annual salary plus some additional benefits. Three associates in the Beijing office took up the offer with beneficial effects. “Like other transaction-focused firms in Asia, we were hit hard because the transaction activity took a sharp downturn last year," says Jon Christianson, Skadden's Beijing partner. “We were trying to manage cost but we also didn’t want to harm our ability to provide good client services in the longer term. At the same time, we want to keep our lawyers here meaningfully engaged in interesting deals. We addressed these issues through the creative sidebar program and it turned out to be a great solution.” In addition, to help the firm with its cost structure and enable people to take time off if they wanted, those lawyers who stayed at work have been kept busy in the past six months working on interesting transactions. Christianson is confident that the size of the legal team will definitely grow this year. “Even under a moderate growth scenario, we are still going to add some new attorneys,” he says.

Closing the gap between local and international firms

In recent years, the gap between local and international firms has been closing across a wide range of criteria, including organisational structure, quality of work and clients, exposure to top transactions and compensation. The challenging market conditions seen in 2009

undoubtedly hastened this progress – another trend that was reflected in the 2010 Employer of Choice survey. A noticeable number of respondents working at international firms voted for a domestic firm as one of their preferred places to work. “Top PRC firms are growing more dominant in the legal services sector for increasingly sophisticated inbound and onshore PRC matters,” says Markel. “The US and UK firms will still have an edge attracting lawyers from China who have studied and done well in top US and UK law schools. These firms will still be considered as a good place to start for junior to mid-level associates in terms of training, exposure and remuneration. But it’s part of a natural progression for many of these lawyers to migrate to the top PRC firms at some point,” he adds. “I’ve questioned it for some time – how any international firms can really grow to a substantial size in mainland China if they can’t practice PRC law. Doing the cross-border and non-PRC law side of the deals is great, but growth in China will inherently be limited by the restrictions on practice here. In addition, a significant price gap exists between international firms and local firms. International firms won’t have problems recruiting top talent but to be successful here in the long term, these firms have to be clear about what they want to achieve in China and what their competitive edge is. The days of international firms trying to be all things to all people are long over. They have to focus on their core strengths,” says Markel. ALB

Baker & McKenzie's Beijing team

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Taiwan Similar to their counterparts across the Strait, Taiwan’s legal services industry also experienced one of the more difficult years seen in the history of practice. Against this backdrop, there are five firms that have best dealt with these changes in the mindset of lawyers. Lee and Li and Tsar & Tsai, two of the largest local firms, both polled strongly across the board. Formosa Transnational turned in a solid performance to finish in third spot – ahead of two new faces, Eiger Law and Winkler & Partners, who finished in fourth and fifth spots . Despite experiencing a drop in transactional work, Lee and Li did not implement salary reduction or layoffs. Partner Joyce Fan says the firm’s people-focused culture determined its long-term commitment to employees. “The partners knew there would be a downturn in profits, but we decided to take advantage of this to improve our standard operating procedure, refine lawyers’ skills and knowledge, develop new practices, spend more time with clients and better understand their needs and views on the market,” says Fan. As a result of its efforts in researching and developing new practices, Lee and Li successfully launched new services in 2009, tailored for Taiwanese companies with mainland operations and assets returning to Taiwan capital markets for IPOs. The firm successfully recognised this opportunity and acted quickly to seize it. Winkler & Partners, a single-office firm that is much smaller than Lee and Li, has also built up a strong

reputation among local lawyers with its unique “CCC” philosophy – prioritising the interests of clients, colleagues and community simultaneously. There is little question that client services are critical to maintain for everyone in the legal profession. Yet the firm’s strong commitment to the wellbeing of its employees and the communities it works in won Winkler & Partnerse considerable goodwill in the Employer of Choice survey. On the community side, for example, the firm funds and runs an environmental legal defence association it founded – Wild at Heart. It contributes 3% of its revenue each year to this association. On the employment side, Winkler & Partners has adopted a heavily incentive-based compensation scheme. On top of the higher-than-marketrate salary on offer, all of its legal staff receive a percentage of the legal services they have billed out and a percentage of client credits on the clients they have developed. “We want to reward people who work hard and develop new clients, and these incentives will motivate them into continuing these behaviours,” says Steven Hanley, a partner with the firm. In addition to regular activities and events, the firm also offers other nonfinancial benefits to its employees, such as a community-supported agricultural program that delivers fresh organic vegetables to employees weekly, and an office creche. “We believe that you will do better as a business if you take good care of your people,” says Hanley. ALB

Employer of Choice CHINA

2010

TAIWAN 1. Lee and Li 2. Tsar & Tsai 3. Formosa 4. Eiger Law 5. Winkler & Partners

Deheng Law Firm

www.legalbusinessonline.com

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ALB special report | Shanghai 2010 >>

Shanghai 2010 Expo-nential growth R

ecent visitors to Shanghai will have noticed the growing army of blue soldiers: thousands of haibos, the blue mascots shaped like the Chinese character for ‘person’ (人), standing on every intersection of the city. Large construction and renovation projects have dominated much of the city as preparations for May’s Shanghai Expo 2010 set into full swing. The expo, themed “Better City, Better Life”, is expected to attract between 70 and 80 million visitors and will be a significant event for Shanghai. Aside from the opportunities brought by the World Fair, the city remains a key focus for international and domestic law firms. Shanghai’s 2009 GDP grew by 8%, equivalent to US$281bn, and exceeded the size of Hong Kong’s economy for the first time in decades. So at the tail-end of the crisis, law firms here have much to look forward to.

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Inter-Asia deal pipeline

While dealflows between China, Europe and the US are still dominant, one of the most notable changes in the legal market is China’s increasing business with neighbouring countries. In 2009, many intra-Asia deals were completed, benefiting both domestic firms and international firms with a presence in Shanghai. Law firms such as Shimin Law Offices have noted an increase in intra-Asia work, especially related to Japan. “We’ve always worked mostly on Japan matters when it comes to

Sino-foreign transactions, but we’ve recently received an increased number of enquiries regarding Japanese businesses,” says Qi Bin, partner at Shimin. “It could be because Chinese companies have increased their understanding of Asian business cultures and legal structures over the past few years, and now that they are more familiar with those environments they are also more comfortable in operating there,” he says. Chen & Co has also profited from intra-Asia deals. “There is a new element of heightened interest in M&A.

►► Shanghai legal market – highlights

• Shanghai Expo 2010 triggers stronger optimism for workload in the legal market • Increase in intra-Asia deals has benefited international and domestic firms • Impending international board expected to give investors more sophisticated investment options and increase capital market-related interest • Economic instability caused increase in financial disputes and increased awareness in dispute resolution • Enactment of new arbitration courts that has prompted a shift of focus to the practice area • Clear trend of international lawyers moving to domestic firms as domestic firms seek to boost international capabilities and are willing to match competitor’s offerings ISSUE 7.3


ALB special report | Shanghai 2010 >>

In the last two months we have handled three cases: one was an acquisition of a domestic retail chain by the Lotte Group in Korea,” says Seth Libby, of counsel at the firm. While many international firms have been hit hard during the financial crisis, others have successfully weathered the storm by riding the intraAsia tide. A notable amount of deals are happening with the Middle East, Singapore, Korea and Japan. These trends are highly profitable for firms like WongPartnership, one of several Singapore firms with offices in Shanghai. “The most significant trend obvious to us is China’s growing

“We are especially keen to utilise our expertise in cross-border matters now that there seems to be an immediate need for international expansion since more and more dispute cases require Chinese expertise” Henry Mao

Jin Mao

interest in the Middle East, SouthEast Asia and India,” says Gerry Gan, the Shanghai-based partner and head of the China practice at WongPartnership. The firm recently completed the US$201m sale of Tianchen Rose plaza, situated in Shanghai, to AM Alpha (Singapore), an investment advisory services company. “We see ourselves as being very relevant in Sino-Asian deals. We also see more inquiries from Chinese companies about the Middle East. Tapping into this region, we are growing our client base and hope to be able to continue to leverage that trend with our office desks and partners in Malaysia, India and the Middle East,” Gan adds. Another firm also enjoying mandates from the Chinese interest in neighbouring countries is Japanese firm Mori Hamada. It acted for Asahi Beer in its US$688m acquisition of Tsingtao Beer from Anheuser-Busch InBev. However, in working with Chinese clients the Japanese firm has adopted a significant change www.legalbusinessonline.com

►► Largest Shanghai local law firms (by number of lawyers) Rank 1 2 3 4 5 6 7 8 9 10

Firm AllBright 锦天城 Grandall 国浩(Shanghai) Xin Min 新闵 Brilliance 光明 Haihua Yongtai 海华永泰 Fangda Partners 方达 Trust Justice 中信正义 Zhenghan 正瀚 Jun Yue 君悦 Shanghai United 联合

Managing partner Shi Huanzhang Guan Jianjun Jiang Jing Yu Jianguo Yan Xuehai Zhou Zhifeng Zheng Xingfu Wu Yugang Liu Zhengdong Zhu Hongchao

Total lawyers 243 131 96 85 83 68 62 60 57 50

*numbers are provided by the Shanghai Bar Association

in perspective. “We’ve traditionally represented Japanese corporations on their share sales to Chinese corporations but now we hope to switch sides to avoid conflicts of interest,” said Yoshi Iteya, partner at Mori Hamada. “We now choose to advise Chinese clients instead.” Notably, Mori Hamada shares a close working relationship with Shanghai’s Guoce Law Firm, as part of its strategy to obtain more Chinese referrals.

Arbitration offsets quiet market

Shanghai’s relative economic health over the past 12 months has brought not only more Sino-foreign business but also a corresponding rise in the number of commercial disputes, an increasing number of which are being solved through arbitration. This growth is also partially driven by a number of new arbitration centres established recently. The Shanghai Court of Financial Arbitration was established in December 2007 and the Shanghai International Shipping Court of Arbitration opened in May 2009. The latter, set up by the Shanghai Arbitration Commission, will settle disputes involving shipping traffic, logistics, transport, maritime affairs and port construction. On the other hand, since its establishment the Court of Financial Arbitration has heard 98 cases with claim amounts of up to RMB6.3m. Cases included disputes on loans, insurance claims and equity investments, and financial disputes involving banks, insurance companies, PE companies and financial institutions. Eighty-one cases have been settled so far with a successful settlement rate of almost 83%, with amounts ranging from RMB60,000 to as low as RMB2,900.

The increased awareness of dispute resolution, specifically arbitration, has prompted firms which previously exclusively focused on transactional work to venture into this space during the financial slowdown. Many firms have launched dispute resolution practices and some others have built on their existing (and sometimes neglected) arbitration practices. Martin Hu & Partners (MHP) is one firm exercising its foresight by boosting its dispute resolution work. “In 2009, we have seen good growth in this sector, especially from disputes that arise from failed corporate M&A and JV transactions. Seeing that, we’ve strengthened our dispute resolution capacities with new appointments,” said managing partner Martin Hu. During this time dispute resolution has thrived with increased disputes deriving from economic instability. Notably, specialist firm Jin Mao PRC Lawyers achieved a 20% increase in revenue and a 10% increase in headcount over the course of 2009. The firm, along with competitors Llinks and Fangda Partners, have all taken on medium to large-sized foreign enterprises as clients. “This year we plan to expand our dispute resolution practice and are especially keen to utilise our arbitration expertise for cross-border matters, now that there seems to be an immediate need for international expansion, since more and more dispute cases require Chinese arbitration expertise,” said Jin Mao partner Henry Mao. International firms have also focussed on their dispute resolutions practice. Singapore firm WongPartnership’s Shanghai office launched its dispute resolution practice last year, gaining a gaggle of clients by being aware of tight budgets and 43


Martin Hu & Partners: the epitome

“W

hen you engage Martin Hu & Partners as legal advisors, you’re engaged with every single member of our firm, and together, we are dedicated to serve you as one,” pledges Martin Hu, founder and managing partner of MHP. Offering a legal service with professional traits that many others have forsaken, Martin Hu & Partners (MHP) has stepped up to braid quality advice with client satisfaction. The firm offers its 100% dedication to all matters, promising a responsive, efficient and highly accountable legal service. “No matter what kind of case it is we receive, MHP as a team devotes attention to the matter. We are a team and we support each other tirelessly,” said Hu.

An integrated team Having sustained Philips Electronics, 3M, Danone, Henkel (Fortune 500), Nottingham University, Heineken and ST electronics as long-term clients, MHP is reputed for its professional integration in its teamwork. And such integration trails back to a long period of professional bonding, the firm was launched in August 2008, but its team has been working together since 1998 when Hu founded Boss & Young Law Firm with other partners. “The major international and corporate practice team of Boss & Young joined me at MHP, together we’ve built a desired legal practice that is integrated with our beliefs and expertise,” explained Hu. The firm boasts of a highly efficient internal infrastructure that supports its innovative services, “All our partners are extremely responsive to client requests and are reliable in every aspect. We conduct stringent researches and are always developing new innovative strategies because we know that innovation gives our work a boost of competitive edge,” said Hu.

Pillars of expertise The breadth of MHP’s expertise is reflected in the scope of practice ranging from general corporate and commercial matters, green-field foreign investment, M&A, restructuring, employment and labor issues, IP and technology protection, education collaboration, real estate, capital market, tax as well as litigation and arbitration. Most notably is its specialisation in niche

44

corporate M&A and foreign investor interest type work where it provides comprehensive premium legal services to international and domestic clients from various industries. Beyond that, the firm continues to court bigger ambitions in line with its market-savvy foresight: MHP ventured into the deeper end of the pool launching its dispute resolution practice. Since its beginnings, the practice set its firm foot on resolving corporate disputes arising from M&As and joint ventures. To further propel its development in the dispute resolution sector, the firm increased its capacity in the sector with new appointments this year. “This sector has brought about a very solid growth over the past 12 months and I am confident that it will continue to flourish. We have had a very promising headstart in this practice area,” said Hu. Serving many international conglomerates in their business endeavours, MHP prides itself on its ability to seize a commendable international clientele. While many domestic legal teams lack communication skills and international ones lack local qualifications to work with foreign clients, MHP has successfully woven these coveted requirements. Most of MHP’s lawyers graduated from the US, UK and Australian universities, therefore maintaining 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-border deals involving China. “What foreign clients need is beyond language capabilities. It has a lot to do with professionalism and helping clients understand your litigation strategies, how you can win and why you may lose and when you lose, how can you deal with it,” said Hu. Prioritising its clients’ footsteps, the firm also recently launched a capital markets practice, anticipating a solid pipeline of IPOs and listings. “We’ve launched this sector because there is an apparent influx of interest in listings. Our clients’ businesses have matured drastically over the past years and are currently exploring listings opportunities. Therefore, we want to be capable of providing the legal advice whenever needed,” said Hu.

Lawyers to meet standards Apart from team integration and work innovation, Hu also puts a lot of emphasis on nurturing good lawyers. Partners and lawyers

at the firm undergo constant training beyond their specialties. Internal on-the-job trainings aim to develop a multifaceted project leader: lawyers at MHP are taught to develop skills beyond a single element and to lead teams with his capability of looking at the bigger picture. That is why lawyers are encouraged to rotate their specialities, so they can get grasp the fundamentals and become experts in a broad spectrum of practice areas. Part of the personal growth in a Martin Hu lawyer also includes participating in work exchange programs with US and UK firms like Mills & Reeve, which frequently works with MHP and also puts great emphasis on training talents. Through these programs, Hu explains, lawyers have hands-on international experience and will gain more confidence and skills to working on large-scale crossborder projects. “We nurture our lawyers all the time, generation after generation, so that they can provide sophisticated advice in a traditional way,” said Hu. “It is important that lawyers are confident about their expertise and capabilities in the market, to achieve that, one must experience for himself how the market operates. They must also communicate with international firms and develop a sense of foresight,” Hu adds. While the firm continues to seek talents, specifically senior lawyers with at least five years experience, the focus is not merely on expanding in mass, “We remain focused in delivering top-notch legal service to our clients; it’s not about being big but good.” As the legal market continues to mature and competition gets stronger, MHP remains poised. “The quality of service is impossible to standardise and that is how our firm competes. MHP competes with the best with its best.” The firm continues to boost itself by focusing in its specialities and remaining vigilant and aggressive in building new capacities to keep up with client pace and market trends. “To form a synergy that is compatible with existing capabilities is what it is now all about,” says Hu.

胡光律师事务所:一 体化专业律所的典范

光律师事务所的创办人及管理 合 伙 人 胡 光 先 生 承诺 : “ 如 果 您聘请本律所担任法律顾问, 就等于聘请了律所的每一名成 ISSUE 7.3


Firm Profile

Martin Hu & Partner

of professional integration 员,我们的全体员工将竭诚为您提供周到妥 帖的服务。” 凭借许多同行容易忽视的专业化法律服务, 胡光律师事务所不断提升自我,始终以提供优 质服务为己任,竭力满足客户需求。该律所秉 承不论案件大小,皆应全力以赴的经营理念, 承诺提供敏锐、高效且具有高度问责性的法律 服务。胡先生说:“不论我们接到什么样的案 件,律所作为整体会高度重视。作为一个团 体,我们有责任相互给予大力支持。”

一体化的团队

胡光律师事务所与飞利浦照明、3M、达能、汉 高集团(财富五百强)、诺丁汉大学、喜力及 ST electronics 等客户建立了长期的合作关系, 并以一体化的专业团队服务赢得客户赞许。 胡光律师事务所成立于2008年8月,但这个 一体化团队却可以追溯到1998年律师与其他 合伙人创立邦信阳律师事务所之初。胡律师 解释道:“原事务所主要的国际及公司事务部 的同仁与我一起创办了胡光律师事务所,将 我们的信念和专业能力相融合,成功开创了 新的法律事业。” 该律所的内部架构十分高效,为创新型服 务提供了坚实后盾,胡律师说:“我们的合伙 人都会积极响应客户需求,且在各个方面都 值得信赖。我们积极开展研究并时常制定创 新策略,因为我们深知惟有不断创新,方可 保证竞争优势。”

专业支柱

胡光律师事务所涉足的专业领域十分广泛,业 务范围包括常规的公司及商业事务、“绿地”、 收购兼并、企业重组、劳动人事、知识产权 和技术保护、教育合作、房地产、资本市场业 务、税务,以及仲裁与诉讼。 值得一提的是,胡光律师事务所特别擅长为 企业并购及外国投资者权益提供业内空缺的专 业服务,同时又能为来自各行各业的国内外客 户提供综合性的优质法律服务。此外,律所继 续立足市场,高瞻远瞩,矢志实现更远大的抱 负。胡光律师事务所在争端解决领域亦颇有建 树。自成立以来,律所的诉讼领域始终立足于 解决并购及合资经营相关的企业争议。 为进一步促进在争端解决方面的发展,该律 所今年增聘了人手,以提升在该领域的业务能 力。胡先生说:“过去12个月以来,这一领域的 增长十分稳健,我坚信其将继续蓬勃发展。在 这方面,我们已占据先机。” 胡光律师事务专注于为众多国际企业提供服 务,并为与众多知名国际客户默契合作深感自 豪。目前,许多国内法律团队往往缺乏沟通技 巧,而国际法律团队则缺乏与国内客户合作的 本地化条件,胡光律师事务所却成功地满足了 这两方面难能可贵的要求。胡光律师事务所的 大多数律师毕业于美国、英国及澳大利亚的法 学院校,因此同时具备国际水平的专业知识、 www.legalbusinessonline.com

对中国市场的本土了解,以及广博的行业知 识,擅长处理涉及中国的复杂跨境交易。胡律 师说:“国外客户不单需要律所具备语言沟通方 面的能力,更希望从业者在专业精神、帮助客 户了解诉讼策略、取胜方式、可能失败的原因 以及万一失败将如何应对等方面做得更好。” 基于对上市动向的预期,律所抢先客户一 步,于近期推出资本市场业务。胡先生说:“ 我们之所以推出这一业务,是因为国际企业上 市的意欲日渐显现。我们的企业客户在过去一 年迅速成熟,目前正在寻求上市机遇。因此, 我们希望早做准备,能够在任何需要的时候提 供法律咨询。”

培养高素质的律师

除了团队整合及工作创新之外,胡先生亦非常重 视对优秀律师的培养。律所的合伙人及律师除了 专业知识之外,在其他方面亦经历了长期训练。 内部在职培训的目标是,培养出全面发展的项目 领导者:胡光律师事务所的律师将被培养成拥有 全面技能,能够带领团队实现更高目标的优秀领 导者。这正是律所鼓励律师们不囿于专业的原 因,如此他们方可把握基础要领,在广泛的业 务领域中成长为出色的法律专家。 胡光律师事务所的律师个人发展计划还包括 参与同美国及英国律所的合作举办工作交换项 目,例如 Mills & Rede 亦非常重视对人才的 培养并经常与胡光律师事务所展开合作。胡先 生解释道,律师们可通过这些项目获得国际经 验,并能在大型跨境项目中获取更多的信心和 技能增长。“我们一代接一代不断培养更多的 律师,他们方能以一贯的传统方式提供出高端 法律建议。律师在竞争中对其专业和技能充满 信心十分重要,他们必须拥有丰富的实战经验 方可做到这一点。此外,他们还须加强与国际 律所的沟通交流及对形势的预见能力。” 胡光律师事务所将继续寻求优秀人才,尤其是 至少拥有五年工作经验的资深律师,重点不单是 扩大规模,而正如胡律师所言:“我们依然注重 为我们的客户提供精湛的法律服务,我们的业务 宗旨不在于规模庞大,而是精益求精。” 随着法律市场日渐成熟,竞争也日益激烈, 胡光律师事务所却始终游刃有余的秘诀在于:“ 服务质量并无标准化可言,而这正是我们的竞 争策略。胡光律师事务所总是利用自身的最大 优势与优秀的对手展开竞争。” 胡光律师事务所将一如既往地加强自身专业 优势,同时密切关注客户动向和市场趋势,积极 发展新的业务能力,把握市场机遇。胡光律师指 出:“在发展新业务时,充分利用现有能力,发 挥协同效应,这就是我们现在所做的。” 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: http://www.mhplawyer.com

►► Martin Hu & Partners deal highlights • Advised DANONE on the acquisition of Miaoshi Dairy, a Chinese private dairy group amid the recent Year 2008-2009 dairy policy, market turmoil and strict environmental regulatory requirements in China • Advised Henkel on the establishment of its Asia-Pacific Headquarters in Zhangjiang High-Tech Park in Shanghai and counselled on issues raised by complicated stock company (CLS) restructuring and reorganization of China business through merger pertaining to introducing strategic investor, aligning minority shareholders, managing organizational conflicts of interest, tax and cost accounting, governmental approval and registration, intellectual property and handling the regulatory challenges arising from the restructuring. • Advised Takashimaya, one of the largest department stores in Japan, on the establishment of its first large and high-end department store in Shanghai downtown. • Advised California-based Micrometals on its acquisition of powder core business from Arnold Magnetics, a US-based manufacturing company • Advised NASDAQ-listed Conexant on its China portion sale of broadband access business to Ikanos

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ALB special report | Shanghai 2010 >>

pricing accordingly. The firm has also enjoyed mandates from existing clients in this area. “Because of our M&A and corporate-side work, clients who ran into problems during the GFC came to us for dispute resolution advice,” says Gan. “We are also seeing more Chinese clients and have recently acted for a listed PRC company relating to a power plant project dispute in India.” Herbert Smith, meanwhile, boosted its PRC arbitration practice by appointing new lawyers and shuffling existing specialists to its Chinese offices. May Tai, a senior associate with the firm, was relocated to Shanghai from the international arbitration group in London. Salans also made a practice area shift Bernd Stucken last year. “Driven by Salans Greater changing client demand, China we are shifting our usiness model from advising on FDI, M&A and investment in real estate to focusing mainly on restructuring and arbitration,” said Bernd Stucken, head of Salans’ Greater China practice. While aware of their new competitors, most domestic firms which specialise in dispute resolution in Shanghai remain composed. “There will definitely be more firms who want to break into the dispute resolution market – but the sector is hard to penetrate because dispute resolution practices require a very solid foundation and talent for this practice is difficult to train,” says Jin Mao’s Henry Mao.

Capital markets work to increase

The Shanghai Stock Exchange has provided opportunities for many homegrown companies and enterprises, but the board is set for big changes that could help close gaps and build foreign relations. A raft of measures has been approved to give investors more sophisticated investment options. Previously, mainland investors were only able to bet on stock going up but the State Council has approved trials of short selling and margin trading that would allow profit from falling markets as well. In addition, in 2009 the Exchange also announced plans to launch an international board that would allow

46

foreign-invested companies to sell shares denominated in RMB for the first time, making it possible for many large ‘red-chips’ such as China Mobile, Lenovo and China National Offshore Oil Corporation (CNOOC) to return to domestic capital markets for listings and IPOs. Leading international financial institutions in China such as HSBC, Bank of East Asia and Standard Chartered are keeping their eyes open for opportunities, and consequently law firms are positioning themselves as the first port of call for those seeking preliminary discussion and study. “We are keeping a close eye on the Shanghai Stock Exchange’s launch of the international board, allowing foreign-invested companies to go public and raise local currency,” says Mark Green, partner and head of the China practice at Minter Ellison. While specific rules and regulations regarding the new international board are yet to be released, this will undoubtedly open a new chapter for China’s equity market and capital markets practices in law firms. “Now that foreign enterprises and domestic red-chip companies can list in Shanghai, it has created a higher demand for legal services and also a broader spectrum of legal work. We will be providing daily operational, regulatory and preand post-listing legal advice for foreign and Charles Guan Grandall domestic enterprises,” says Charles Guan, the managing partner of Grandall (Shanghai). “On the whole, capital markets in Shanghai will become an allrounder, providing many options for companies who are looking to raise funds,” he added. No wonder then that capital market

legal advisors have been upbeat about their future prospects. While IPOs are tightly regulated, lawyers say the pipeline for listings in Shanghai remains promising. Local firms have consequently launched and boosted capital markets practices to take part in the action. “An increasing number of small-to medium-sized companies, most of which are scattered in Shanghai, are looking to list and so capital markets holds great potential,” says Jin Mao’s Henry Mao. Others have launched to keep up the pace with their existing clients. “Following our clients’ intended business path, we’ve launched a capital markets practice and are expanding our expertise in this sector, so when our clients pull the trigger and list, we will be ready to provide that service,” says MHP’s Martin Hu.

Lawyers migrate to local firms Given Shanghai’s ambition to develop itself into a leading international financial centre by 2020 it’s not surprising the demand for lawyers is constantly increasing. A trend is clear: lawyers are moving from leading international law firms to domestic firms. After courting international experience and exposure, lawyers (many of whom are Chinese nationals), are returning to domestic firms, aware of the expanding possibilities in the Chinese market. Shanghai firms are also luring lawyers with international backgrounds to deal with cross-border work. For example, Jade & Fountain lured Song Liwei from Gide Loyrette Nouel and Jeffrey Yang, who has worked with Freshfields and Herbert Smith. Shanghai-based MWE China netted three lawyers from international firms for its partnership – Helen Zhang, Henry Chen and Joseph Zhou. Han

►► Inter-Asia deal highlights: 2009 Deal AM alpha (Singapore)–Tianchen Rose Plaza acquisition China Pharma–Sihuan Pharmaceutical Holdings acquisition

Jurisdiction China/ Singapore

Legal advisors WongPartnership

Amount (US$m) 201

China/ Singapore

318

Swing Media–Shanghai Huiyang New Energy stake acquisition Array Networks Taiwan IPO

China/ Singapore

WongPartnership, Commerce & Finance, KhattarWong, Conyers, Dill & Pearman, Paul Weiss KhattarWong

China/ Taiwan

Jade & Fountain

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ISSUE 7.3


ALB special report | Shanghai 2010 >>

Kun poached two partners – Cao Yinshi and Hwang Leikang – from Clifford Chance. And AllBright, the largest law firm in Shanghai, has also appointed two senior members – Richard Lee from Simmons & Simmons and Louis Meng from K&L Gates – to its international David Yu corporate group. Llinks Shanghai firms attribute this trend to their new direction. “If you look at the evolution of domestic law firms, they are moving more in the direction of international firms. They are looking to establish practices and procedures common to an international law firm. In the past, there have been three or four domestic firms trying to play in that market but we are seeing more small firms pushing for that market as well,” says Chen & Co’s Libby. While domestic firms are trying to lure lawyers from international firms, these lawyers are also enthusiastically chasing new opportunities. “Lawyers

with international experience know how to sell their expertise to domestic firms. It is no longer simply about a pay package, but a sizeable platform that can propel their career paths in the long term,” said David Yu, a partner at Llinks. However, it would be erroneous to think that the switch to a domestic firm means a compromised pay package for the best talents. “We are looking for lawyers with an international sense, and Chinese lawyers who have worked in international firms can balance international expertise with local know-how,” says Yu. “When we do find them, we secure these lawyers with a higher pay package and offer them a decent balance between work and lifestyle. At Llinks, partners get to choose their specialties and stick to them.” Domestic and international firms charge very different rates and given that, local firms are becoming the ‘go-to firms’, especially when they are becoming increasingly capable of providing international expertise. ALB

“We secure these lawyers with a higher pay packet and offer them a decent balance between work and lifestyle. At Llinks, partners get to choose their specialties and stick to them” David Yu

Llinks

Shanghai 19F, One Lujiazui 68 Yin Cheng Road Middle Shanghai 200120 P.R. China Tel: (86 21) 3135 8666 | Fax: (86 21) 3135 8600

Beijing Units 902-903 Winland International Finance Centre No.7 Finance Street, Xicheng District Beijing 100033 P.R.China Tel: (86 10) 6655 5050 | Fax: (86 10) 6655 5060

上海 上海市银城中路68号 时代金融中心19楼 邮政编码: 200120 电话:(86 21)3135 8666 | 传真:(86 21)3135 8600

北京 北京市西城区金融大街7号 英蓝国际金融中心9楼02-03单元 邮政编码: 100033 电话:(86 10)6655 5050 | 传真:(86 10)6655 5060

www.llinkslaw.com

master@llinkslaw.com

Llinks Law Offices is a leading PRC firm specializing in banking and financial services, corporate and commercial, M&A and capital markets. Llinks provides local expertise and international services, helping clients achieve their business objectives in China and abroad. Clients choose Llinks because we:

• regularly handle cross-border transactions, including “first-in-class” and “best-in-class” transactions; • use a creative, business-oriented approach to problem-solving; • work cooperatively with clients and their consultants; • cooperate closely with government agencies, providing clients with information on the latest legal and regulatory developments ; • foster a cooperative and collegial work environment; and • ranked first among PRC law firms for our “supervision and guidance”.

Llinks’ practice areas include:

• Asset Management • Banking and Project Finance • Capital Markets / Corporate Finance • Corporate and Commercial • Dispute Resolution www.legalbusinessonline.com

• Financial Institutions • M&A / Restructuring • Private Equity / Venture Capital • Real Estate • Taxation / Customs 47


EVENTS | China Law Awards >>

►► CHINESE FIRMS – LEADING FINALISTS

Firm King & Wood

Commerce & Finance

No. 14

7

Grandall Legal Group

7

Jun He

7

Global

6

Jingtian & Gongcheng

6

Dacheng

5

Guantao

5

Zhong Lun

5

AllBright

4

Haiwen & Partners Jade & Fountain Jin Mao PRC Lawyers Run Ming

3

3

Sunshine

3

Tian Yuan

3

3 3

Law firm awards Banking Dispute resolution Insolvency & restructuring Insurance Tax & trusts Beijing Managing partner China Banking Beijing

Insurance Shenzhen Shanghai China Banking Beijing Managing partner China Banking Shipping Beijing Managing partner

Deal awards Debt market Energy & resources Equity market M&A

Debt market Equity market M&A Real estate & construction Equity market M&A Debt market Energy & resources M&A Energy & resources Real estate & construction Debt market Equity market M&A Real estate & construction

Dispute resolution Insurance Beijing Managing partner China Beijing Managing partner China Banking Insolvency & restructuring Managing partner China Dispute resolution Shanghai China Beijing Rising Shanghai Dispute resolution Rising Shanghai Insolvency & restructuring Rising Zhejiang Boutique

Energy & resources Real estate & construction Real estate & construction Energy & resources Debt market Equity market Equity market

Energy & resources Energy & Resources Equity market M&A

►► INTERNATIONAL FIRMS – LEADING FINALISTS Firm

No.

Law firm awards

Deal awards

Freshfields

9

International

Equity market M&A Real estate & construction

Davis Polk & Wardwell

7

International

Debt market Equity market M&A

Linklaters

6

International

Debt market M&A

Conyers Dill & Pearman

5

Offshore

Equity market M&A Real estate & construction

Appleby

4

Offshore

Debt market M&A

Clifford Chance

4

Debt market Equity market

Sidley Austin

3

Debt market Equity market Real estate & construction

Walkers

3

Offshore

Equity market Real estate & construction

►► The ALB Law Awards series – global recognition for Asia’s legal excellence ALB China Law Awards Shanghai 16 April 2010 ALB Australasian Law Awards Sydney 13 May 2010 ALB Japan Law Awards Tokyo 28 May 2010 ALB SE Asia Law Awards Singapore 4 June 2010 ALB Hong Kong Law Awards Hong Kong 10 September 2010

www.albawards.com

A

trying year of corporate collapse and market melancholy it certainly was, but 2009 was nevertheless useful for putting one fact beyond any doubt: momentum behind the growth – in every sense of the word – of the Chinese legal services industry is unstoppable. The following pages detail all the finalists for this year’s ALB China Law Awards and form a clear manifestation of that momentum. The sparklingly sophisticated work listed under the deals categories was often nothing less than of global significance, in terms of scale and innovation. Meanwhile, the achievements of the in-house finalists extended further than ever before as that side of the profession rises to its deserved prominence in both private and state-owned companies. And the array of firms capable of providing the calibre of advice that even the most demanding of clients require has, of course, now spread well beyond both the traditional centres of Beijing, Shanghai and Guangzhou and the well-established national firms. Regardless of the eventual winners, all of this year’s finalists deserve great credit for having risen to the top of an increasingly competitive and crowded legal services market. ALB joins with all the Award sponsors in congratulating the finalists and inviting them to the awards ceremony in Shanghai on 16 April 2010. ALB

For table bookings, please visit www.albawards.com or call +852 2815 5988

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EVENTS | China Law Awards >>

The finalists revealed!

Commensurate with the growth of the profession as a whole, the biggest night on this year’s legal calendar features a bigger, wider and deeper array of talent than ever before. Here is a complete list of all the finalists across the 37 categories of this year’s ALB China Law Awards 2010

deals of the year DEBT MARKET DEAL OF THE YEAR Finalists ►► Greentown Tender Offer and Consent Solicitation Firms: Davis Polk & Wardwell; Maples and Calder; T&C Law Firm; White & Case Banks: Deutsche Bank Why: • US$360m cash tender offer and consent solicitation by luxury real estate developer Greentown to purchase outstanding US$400m senior notes • one of the most successful debt buybacks in Asia during this current economic crisis • structure complicated by issuer’s high leverage; involved complicated US tax issues ►► HSBC RMB Hong Kong bond issue Firms: Clifford Chance; Jun He; King & Wood; Linklaters Accountants: KPMG Why: • first issue of RMB bonds in Hong Kong by foreign bank incorporated in China • HSBC China, as issuer, offered RMB3bn of bonds in Hong Kong • proceeds raised were used in PRC by HSBC ►► PRC Government RMB bond Issue Firms: Clifford Chance; Haiwen & Partners; Linklaters; Sidley Austin Banks: Bank of China; Bank of Communications Why: • RMB6bn debut public offering and institutional placement by PRC government of RMB-denominated bonds in three tranches • first time PRC central government has issued Yuandenominated treasury bonds outside mainland – “major step in Hong Kong’s development as the offshore RMB settlement centre for the PRC” – and China’s first offshore bond issue since 2004 www.legalbusinessonline.com

• “dealer exemption” was invoked for first time in 20 years – hence much shortened timetable but additional legal and regulatory risks which required mechanics to be put in place as part of contractual and due diligence arrangements to address them ►► Sino-Forest Exchange Offer and Consent Solicitation Firms: Aird & Berlis; Appleby; Commerce & Finance; Davis Polk & Wardwell; Jingtian & Gongcheng; Linklaters; Stikeman Elliott Banks: Barclays; Credit Suisse Accountants: Ernst & Young Why: • first exchange offer combined with consent solicitation in Eastern hemisphere that properly addressed certain tricky issues arising out of typical high-yield covenants; “creative” solution to this issue “likely to influence conduct of future similar transactions” • led both to significant changes in way several deals were structured subsequently and to changes in documentation for new Asian high-yield bonds • US$300m deal involved 34 offshore subsidiaries which provided security for the debt obligations of Sino-Forest, a Toronto-listed commercial tree plantation whose business is principally in China ►► State Grid Corporation of China Enterprise Bond Offering Firms: King & Wood Bank: China Securities; CICC; CITIC Securities; Everbright Securities; Southwest Securities; UBS Accountants: RSM China Certified Public Accountant Why: • RMB20bn issue of enterprise bonds was second phase of State Grid’s RMB80bn aggregate annual offering • offering attracted total of 38 accounts including banks and funds, total orders amounted to RMB24.9bn (an oversubscription of 1.25x) • legal work focused on analysing conditions precedent, commencement of underwriting commitment, and evaluating potential underwriting risks and possible mitigants

ENERGY & RESOURCES DEAL OF THE YEAR FINALISTS ►► China Petroleum & Chemical Corporation Acquisition of Oil Industry Assets Firms: Guantao; Herbert Smith Banks: CICC Accountants: Beijing Jingdu Tinwha Why: • RMB6.9bn target consisted of property of eight oil product pipeline project divisions, equity interests of two companies, certain assets of three companies • due diligence on construction land and planning permissions of pipeline projects was huge and involved complex legal and regulatory issues; assets were geographically widely dispersed across the country • transfer pipelines concerned material issues such as no competition between two sides, related transactions, transactions free from tax, and property right definition, all of which greatly increased deal complexity ►► CIC-Teck Resources Stake Acquisition Firms: Paul, Weiss; Stikeman Elliott; Torys Why: • sale by Teck of a US$1.5bn stake to China Investment Corporation; upon completion, CIC will hold approximately 17.2% of Teck’s equity • transaction represents attractive opportunity for Teck to establish relationship with major Chinese financial investor with deep understanding of China, the world’s largest consumer of Teck’s principal products - copper, metallurgical coal, zinc and energy • share sale involved intricate agreements and provisions around make-whole payments, further issues ►► CNNC Sanmen Nuclear Power Project Phase I Firms: Sunshine Banks: China Development Bank; Export-Import Bank of China; ICBC; Shanghai International Trust & Investment Corp

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EVENTS | China Law Awards >>

Why: • at US$ 5.86bn was largest China-US energy collaboration project ever, first project in support of State Nuclear Power Selfreliance Program and first one to adopt world’s most advanced 3rd-generation nuclear technology, attracting global attention and leading to establishment of State Nuclear Power Technology Corporation • involved group of Chinese major banks (eg ICBC, CDB, CBC) and many multinational companies • involved legal work across many practices (including technology transfer, project finance, international tendering and trade, construction, insurance) and multiple jurisdictions (from China, US, and Japan to Switzerland) ►► Datang Wind Farm Financing Firms: Atsumi & Partners; Milbank Tweed; Momo-o, Matsuo & Namba; Norton Rose; Run Ming; Simmons & Simmons Banks: Mizuho Why: • US$50m unique multi-tranche RMB financing of 50MW wind farm in China’s Inner Mongolia • novel in being structured as a purely local currency financing under parallel facilities provided from ADB and ICBC, supported by limited shareholder guarantees • significant since it is first private-sector wind farm project supported by Asian Development Bank in PRC: “a model for future collaborations between state-owned enterprises and foreign investors in renewable energy projects” ►► Shangdong Nuclear Power Project Financing Firms: AllBright; Shandong ShunDa Law Firm Banks: Agriculture Bank of China; Bank of China; Bank of Communications; China Bohai Bank; China Construction Bank; China Development Bank; China Merchants Bank; The ExportImport Bank of China Why: • RMB36.3bn project is the major energy project within 11th five-year state plan • signing of syndicated financing documents represents milestone for project financing work • structure of the financing adopted various credit tools to ensure funds are raised in an economical way ►► Sinopec-Addax Petroleum Acquisition Firms: Fasken Martineau DuMoulin; Osler, Hoskin & Harcourt; Stikeman Elliot; Vinson & Elkins Banks: Credit Suisse ; RBC Capital Markets Why: • at US$8.8bn, largest overseas energy acquisition done by Chinese company to date; showed that Chinese energy companies have progressed to new level of capability in international acquisitions • extremely complex, involving public tender offer for shares listed on two stock exchanges, redemption of bonds listed in UK, negotiations regarding two large outstanding credit facilities, and other oil and gas, securities, and international legal issues; covered 26 different oil & gas assets and multiple companies spanning five countries across Africa and the Middle East, as well as China, HK, Canada, Switzerland • timing and confidentiality concerns posed by acquisition of public company presented challenges in terms of deadlines and restriction of access to the data room ►► Sinopec SABIC Tianjin JV Financing Firms: Global; Jun He; King & Wood Banks: ICBC Why: • RMB18.3bn JV to own and operate petrochemical complex in Tianjin that will produce 3.2 million tons of various chemical and petrochemical products annually; “largest financing deal of 2009” • strong indication of trend of increased foreign investment activity between Saudi Arabia and China • required coordination between lawyers in Beijing, Shanghai, New York, Riyadh and Brussels

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EQUITY MARKET DEAL OF THE YEAR FINALISTS ►► China Longyuan Power IPO Firms: Clifford Chance; Freshfields; JiaYuan; Jingtian & Gongcheng Bank: Morgan Stanley; UBS Accountants: KPMG Why: • US$2.6bn HK IPO of China Longyuan is fourth-largest listing in HK in 2009 • first Hong Kong IPO for a wind power generation company – Longyuan is largest wind power generation company in PRC and one of largest in world in terms of power capacity • legal advisers faced challenges to set market precedent in terms of prospectus disclosure as well as explaining to HKSE and Listing Committee the business model of a wind power generation company, overall wind power generation industry landscape in China and regulatory environment and government incentives in China ►► China Minsheng Bank IPO Firms: Clifford Chance; Freshfields; Grandall; King & Wood Banks: BOCI Asia; CICC; Hai Tong Securities; Macquarie Capital Securities; UBS Accountants: PwC Why: • US$3.9bn IPO second largest in Hong Kong in 2009 and one of few H-share IPOs of A-share listed companies; Minsheng is first and largest joint stock commercial bank in the PRC primarily founded by non-state-owned enterprises • first IPO of financial institution since world entered completely different macroeconomic and regulatory environment under GFC; hence many highly complex regulatory and disclosure issues challenged legal teams • took just over five-and-a-half months from kick-off to listing and just over three months from A1 filing to listing ►► China Pacific Insurance IPO Firms: Freshfields Banks: CICC; Credit Suisse; Goldman Sachs; UBS Accountants: Ernst & Young Why: • US$3.1bn IPO third largest in Hong Kong in 2009; CPIC is leading composite insurance group in PRC and fourth major PRC insurance company listed on HKSE • A-shares first listed on Shanghai Stock Exchange in 2007, so H-share listing subject to stringent regulatory hurdles imposed by PRC authorities such as CSRC and Ministry of Finance • listing application of H-shares considered and approved on accelerated basis, which spanned for less than two months from date of submission to date of listing ►► China State Construction & Engineering IPO Firms: Commerce & Finance; Haiwen & Partners Why: • at US$6.2bn largest A-share IPO since PetroChina in October 2007 • CSCEC is country’s largest construction company • followed HK listing of the group’s international arm ►► Metallurgical Corporation of China IPO Firms: Davis Polk & Wardwell; Freshfields; JiaYuan; Shearman & Sterling; Slaughter and May; Tian Yuan Banks: CICC; Citi; CITIC Securities; Morgan Stanley Accountants: PwC Why: • US$5.3bn offering of common stock represented largest IPO in Hong Kong to date and one of world’s largest IPOs in 2009; one of only a few concurrent A and H share offerings completed by PRC SOEs in 2009 • issuer one of China’s largest and diverse industrials, with operations and businesses in many industries ranging across

many jurisdictions through more than 400 direct and indirect subsidiaries; hence preparing the complex disclosure was challenging • coordinating H and A share offerings and international tranche required not only sophisticated legal and financial skills but also close coordination between two working groups ►► Sands China IPO Firms: Advogados & Notários; Alves’s Law Firm; Davis Polk & Wardwell; Freshfields; MWE China; Sidley Austin; Walkers Banks: Barclays; BNP Paribas; Citigroup; CLSA; Goldman Sachs; UBS Accountants: PwC Why: • US$2.5bn IPO fifth largest in Hong Kong in 2009; Sands China is the leading developer, owner and operator of integrated resorts and casinos in Macau • parent company of Sands China, Las Vegas Sands, is New York listed and hence there were various considerations regarding disclosure and compliance requirements in Hong Kong and New York; casino business heavily regulated in Macau and hence listing and pre-listing reorganisation involved close liaison with Macau gaming regulators; compliance with Nevada gaming laws also had to be considered • also involved US$600m issue of pre-IPO exchangeable bonds after A1 filing to investor group, which necessitated various submissions and discussions with HKSE ►► Shanda Games spin-off IPO and NASDAQ Listing Firms: Commerce & Finance; Conyers Dill & Pearman; Davis Polk & Wardwell; Jade & Fountain, Simpson Thacher & Bartlett Banks: Goldman Sachs; JPMorgan Accountants: PwC; Zhong Tian CPAs Why: • US$1.04bn SEC-registered IPO was at the time largest U. IPO since April 2008 and largest-ever single NASDAQ listing of any Chinese company • one of first carve-out IPOs by PRC-based, NASDAQ-listed issuer and among only handful of deals of this type in Asia; as in any carve-out, there were significant complexities relating to disclosure and accounting • required careful multi-jurisdictional legal, accounting and tax analysis to separate the on-line games business from Shanda’s other businesses ►► Sinopharm H-Share IPO Firms: Baker & McKenzie; Chen & Co; Grandall; Morrison & Foerster Banks: CICC; Citi; Deutsche Bank; Morgan Stanley; UBS Accountants: PwC Why: • competition exists between issuer’s business and those of its two founding shareholders; as a result, various corporate governance and other measures had to be devised to manage conflicts of interest involved and necessary disclosure in the prospectus was required • public tranche 570 times oversubscribed, making it second largest listing candidate in HK history and largest in 2009, in terms of total funds frozen • US$1.13bn public global offering because Sinopharm is industry leader in pharmaceutical and healthcare in PRC

WESTLAW CHINA AWARD M&A DEAL OF THE YEAR FINALISTS ►► China Yangtze Power–China Three Gorges Asset Acquisition Firms: DeHeng Law Offices; Tian Yuan Accountants: Tianjianhuazheng

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Why: • US$15.8bn deal is acquisition by China Yangtze Power of hydro-power assets–18 generator sets and support facilities of Three Gorges Project; tenth largest M&A deal in entire Asia-Pacific for 2009 and largest assets restructuring in China capital market history • huge amounts involved meant ordinary payment means - cash or non-public offering – insufficient; innovative adoption of the succession of debts as the major payment means relieved the pressure on acquirer’s cash flow and avoided dilution of EPS • acquirer succeeded enterprise bonds issued by seller; Chinese law has no specific for transfer of enterprise bonds, so legal advisers had to determine legal procedures for this, arrangements for rights and obligations, governmental approvals, and information disclosure ►► COFCO and Hopu Investments in Mengniu Firms: Commerce & Finance; Jun He; Linklaters; Norton Rose Accountants: Ernst & Young Why: • constitutes largest equity investment in food industry of China to date • transaction is sign of SOEs’ expanding investment into successful private companies • entire transaction completed within a month ►► GCL Poly–Jiangsu Zhongneng Acquisition Firms: Allen & Overy; Conyers Dill & Pearman; Freshfields; Grandall; Hogan & Hartson; Milbank Tweed; Paul Hastings; Ropes & Gray Banks: HSBC; ICBC Accountants: Deloitte Why: • US$3.4bn merger between Chinese power supplier listed on HKSE and manufacturer of solar polysilicon wafers was one of the largest merger and acquisition deals in Asia this year; as part of the consideration for the acquisition, GCL-Poly issued US$325m in high-yield secured notes • required coordination and cooperation of large number of pre-IPO investors who were holding preferred shares, convertible notes and exchangeable notes, as well as a public shareholders’ approval process for GCL Poly; over 30 parties involved • whitewash application was made to SFC to avoid need to launch mandatory general offer pursuant to Rule 26 of Code on Takeovers and Mergers ►► Ming An Privatisation Firms: Appleby; Latham & Watkins; Linklaters; Woo, Kwan, Lee & Lo Banks: First Shanghai Capital; Guangdong Securities; Merrill Lynch Why: • US$238m privatisation by way of scheme of arrangement by China Taiping Insurance and subsequent withdrawal of listing of shares HKSE involved two share purchase transactions • privatisation was one of the few in Hong Kong to involve shares of the offeror, China Taiping, being issued as consideration for cancellation of existing Ming An shares; further complicated by need for China Tai Ping to first acquire controlling shareholding in Ming An from its parent company • by way of the privatisation, shareholders of Ming An essentially traded their interests in Ming An for an interest in China Taiping, thus allowing them to continue to invest in larger and broader insurance business platform in Hong Kong and PRC ►► PetroChina–Singapore Petroleum acquisition Firms: Drew & Napier; Freshfields; King & Wood; Shearman & Sterling Why: • US$1bn deal enhances PetroChina’s dominance of Asian fuel oil market, enabling it to expand its fuel oil storage and give it more demand outlets in world’s largest marine fuel market • legal work challenging as PetroChina is a company listed on the Shanghai Stock Exchange, HKSE and NYSE; target company also listed in Singapore www.legalbusinessonline.com

• four law firms cooperated closely and made announcements in four jurisdictions almost simultaneously to comply with rules of each stock exchange ►► San Yuan –San Lu Acquisition Firms: Tian Yuan Why: • high-profile acquisition related to San Lu formula milk powder incident; short timeframe for structuring, due diligence, documentation, negotiation and auction • innovative structure tailored for first case in which listed company acquired assets in bankruptcy proceeding through bidding, for which it raised capital through private offering • original and innovative joint bidding scheme devised by legal advisers that ultimately proved acceptable to all related parties (including the CSRC) and resulted in successful bidding and private offering

►► Shanda Interactive Entertainment –Hurray! acquisition Firms: Appleby; Conyers Dill & Pearman; Davis Polk & Wardwell; Jingtian & Gongcheng; Morrison & Foerster; Ropes & Gray; Weil Gotshal Banks: China eCapital Corporate; Nomura International Why: • US$42.6m deal was first in which PRC-based company has used tender offer to acquire such a target - Shanda, through a wholly-owned subsidiary, acquired 51% of the total outstanding ordinary shares of Hurray! on a fully diluted through a tender offer • one of few acquisitions done by PRC business of another PRC business, but structured entirely offshore due to their US listings; likely to be a trendsetting deal • challenging in that it took place in midst of GFC and involved wide range of business, legal and market practice issues; few market precedents, in Asia or elsewhere, to acquire less than 100% of outstanding shares of US publicly listed target company

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►► Yanzhou Coal Mining–Felix Acquisition Firms: Allens Arthur Robinson; Baker & McKenzie; Corrs Chambers Westgarth; Jingtian & Gongcheng; King & Wood Banks: UBS Why: • US$3bn transaction involved two listed companies and four stock exchanges around the world, as well as extremely challenging timetable • one of largest acquisitions by PRC company in Australia to date, as well as being biggest investment in Australian mining and natural resources sector • Yanzhou must operate its Australian mines through locally headquartered company to be listed on Sydney Stock Exchange by end of 2012 – the first such listing by SOE

KNIGHT FRANK AWARD REAL ESTATE DEAL OF THE YEAR FINALISTS ►► Agile Property Senior Notes offering Firms: Commerce & Finance; Conyers Dill & Pearman; Jingtian & Gongcheng; Sidley Austin; Skadden Why: • offering of US$300m senior notes, including “high-yield” covenants, pursuant to Reg S and Rule 144A; Agile is HK-listed company based in PRC focusing on property development and management • only second high-yield offering from China since 2007; high-yield covenants tailored to allow unusual carve out from guarantee and share charge requirements for JV subsidiaries established with PE investors • first carve-out of its kind in Asia and allows for limited recourse guarantees to be provided by JV entities, addressing one of major pricing issues for PE investors in subsidiary of high-yield issuer

►► Glorious Property Holdings restructuring Firms: Allen & Overy; Conyers Dill & Pearman; Mallesons Stephen Jaques; Maples and Calder; Paul Hastings; Zhong Lun Why: • RMB3.7bn deal involved multiple securities across many jurisdictions (such as PRC, Hong Kong, BVI and Cayman) • restructuring required additional security to be given, and such security were to be put into effect by the security trustee pursuant to POA’s authorising them to do so and upon instruction of the noteholders) upon certain triggering events occurring; this allowed for noteholders to be protected without jeopardising negotiations and entering into of certain side financing and S&P agreements which required noteholder consent ►► Lehman / KPMG Workout Firms: Orrick, Herrington & Sutcliffe; Walkers Accountants: KPMG Why: • involved challenging cross-border workout involving multiple assets: workout is without legal or commercial precedent in ChinaComplex, creative and innovative legal strategy required, to maximise value for creditors while managing workout of large portfolio of real estate assets in China with varying and complex structures • involved language issues, currency/swap issues, complex tax structures , compliance issues, real estate considerations and structuring issues ►► Swire Taikoo Hui Guangzhou Project Firms: Jingtian & Gongcheng; JSM Why: • US$600m project is landmark mixed-use project in Guangzhou incorporating shopping mall, two office towers, cultural centre and hotel • due to size of project, multi-general builders and many specialist contractors engaged, and legal team was required to devise tailor- made contract procurement models; other complex legal issues involved such as those arising out of novation of contracts and demarcation of contractual obligations

• elaborate contractual mechanisms needed to prevent progress delays and ensure timely completion in light of sixteenth Asia Games to be held in Guangzhou in 2010 ►► Tianjin Global Financial Centre Project Firms: Guantao Why: • RMB6bn project is one of biggest 20 services projects in Tianjin, and is key to Tianjin’s aspirations of being a financial centre • legal work involved all aspects of the project including preplanning, survey design, construction supervision, real estate sales, investment tick leasing, and entrusted operation and property management • Jinmen building and Jinta buildings will be landmark buildings in Tianjin upon completion ►► Tianjin Port Development Firms: Freshfields; Global Banks: CITIC Securities; Merrill Lynch; Morgan Stanley Why: • US$1.4bn acquisition by Tianjin Port Development of majority stake in Tianjin Port Holdings by combination of cash and issue of new shares • deal employs innovative pioneering M&A technique that allows the return of a ‘red-chip’ company with great market influence • involved “extremely complicated” examination and approval procedures, such as cross-border exchange shares between a domestic listed company and an overseas-listed company, strategic investment in listed company by foreign investor, anti-monopoly review, transfer of shares from SOE to listed company, acquisition of listed company, application for waiver of Mandatory General Offer

China Deal of the Year Finalists to be announced on the evening

in-house awards Banking & Financial Services In-House Team of the Year FINALISTS • China Construction Bank • Citi • CITIC • HSBC • ICBC

JADE & FOUNTAIN AWARD Investment Bank In-House Team of the Year FINALISTS • Credit Suisse • Deutsche Bank • JPMorgan • Morgan Stanley • CICC • UBS

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CHINA LEGAL CAREER AWARD Foreign Company In-House Team of the Year

MWE CHINA LAW OFFICES AWARD China In-House Team of the Year Finalists to be announced on the evening

FINALISTS • B&Q • COSCO Pacific • GCL-Poly Energy Holdings • GE

Chinese Company In-House Team of the Year FINALISTS • China Eastern Airlines • China Vanke • GD Midea Holding • Sinopec • Shanda

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FIRM AWArds Banking Law Firm of the Year FINALISTS

Commerce & Finance • maintains leading position in banking, involved in first public offering of a Chinese airline and a state-owned steel enterprise • extensively involved in corporate financing transactions in China, representing issuers or underwriters in hundreds of deals • noticeable deals include Sino-Forest Exchange Offer and Consent Solicitation, China State Construction & Engineering IPO, COFCO and Hopu Investments in Mengniu, and Agile Property Senior Notes offering

Global • banking group has four partners and 13 associates • advised on more than 200 financing deals for international banks in 2009, including general syndications, export finance, shipping finance, aircraft finance, project finance and acquisition financing • clients include major international banks like ADB, Morgan Stanley, Deutsche Bank, JP Morgan, Credit Suisse, Citic, HSBC, Standard Chartered Bank, BNP, SG, CALYON , ICBC, BOC and CCB

Jun He • attorneys are experienced in handling large and complex financial transactions at forefront of emerging areas in China, such as asset securitisation, resolution of distressed assets, and derivatives • noticeable deals include HSBC RMB Hong Kong bond issue, Sinopec SABIC Tianjin JV Financing and COFCO and Hopu Investments in Mengniu

King & Wood • widely recognised for expertise and impressive performance in international banking & financing • involved in financing projects since the early 1980s when China started utilising international commercial loans • provided more value-add in 2009 in disputes over a number of individual wealth management products launched by foreign-funded banks in China, that suffered investment losses over the past two years due to turmoil in global financial markets

Zhong Lun • pioneer in banking & finance practice in PRC; provides innovative and practical legal services for clients in a variety of high-profile and complex transactions • continued to act as legal counsel for International Finance Corporation in its huge investments in China and did an exceptional job in advising on syndicated loans extended by domestic and international banks, finance companies, and institutional investors • provided quality services for commercial banks, lessors, lessees, equity participants in a number of cross-border financing transactions with respect to aircraft, vessels and other equipment

Dispute Resolution Law Firm of the Year FINALISTS

AllBright • has specialists that can advise on matters ranging from white-collar criminal defense to anti-trust and anti-dumping international disputes • high-profile matters in 2009 included the Danone-Wahaha shareholder dispute fiasco, in which the firm acted for KPMG • acted (and is still acting) in ongoing high-profile joint venture dispute that spun out in 2009 into litigation in Beijing and arbitration in Hong Kong www.legalbusinessonline.com

Dacheng

Zhong Lun

• dispute resolution is a traditional advantage of Dacheng • in 2009 the number of dispute resolution cases handled was 4,432 (1,687 in Beijing and 3,136 in branch offices) • handled many famous cases, for example Wahaha Group bringing suit against Daneng Company (only legal advisor of Wahaha)

• wealth of experience in handling a wide array of complex bankruptcy, insolvency, finance and restructuring matters, particularly of securities firms and listed firms; • has represented a diverse group of domestic and international interests • short-listed by Beijing High People’s Court and Shenzhen Intermediate People’s Court to qualify as a bankruptcy administrator (trustee), which is a pre-requirement for a PRC law firm to serve as a bankruptcy administrator (trustee) • successfully advised on bankruptcy reorganisation of a number of troubled listed companies, such as Guangdong Sunrise and Shenzhen China Bicycle • firm was also retained by HuaAn QDII Fund to assess with the legal fallout of the landmark bankruptcy of Lehman Brothers

Deheng Law Firm • dispute resolution is the firm’s specialty: its lawyers managed innumerable satisfactory settlements of disputes with their intelligence and perserverance, and received broad recognition from clients • advised on Shandong Gold case, entrusting contract for share purchase won the retrial in the Supreme Court. This case is very complicated, and has gone through first instance, second instance, and retrial, which almost runs through all the procedures stipulated in the Civil Procedure Law of the PRC

Insurance Law Firm of the Year

Jin Mao PRC Lawyers • Shanghai-based law firm with a 22 year history; dispute resolution team consists of 10 partners • represented the biggest banking loan case in the firm’s history through mediation; amount in dispute was over RMB3.6bn and the court costs hit RMB10m • represented the claimant in influential maritime case for RMB142m

King & Wood • dispute resolution team has presence in the competitive Chinese market. The range, scale and complexity of work which the firm has undertaken reflects its deep cross-border capabilities and wide-ranging experience in domestic dispute resolution • successfully represented Wahaha Group’s defense in the global resolution of the Wahaha-Danone JV dispute, achieving the dismissal of arbitration and other claims exceeding EUR1.2bn by private agreement

Tiantong & Partners • has acted for a substantial number of Chinese national banks (Agricultural Bank of China, Bank of China), asset management corporations (Cinda Asset Management, Orient Asset Management) and gigantic central government-owned corporations • successfully acted in landmark EUR11m dispute on whether one can seek from a Chinese court a declaratory judgment on the non-existence of a disputed debt, the first of its kind in the judicial history of the Chinese courts

FINALISTS

Dacheng • in May 2009 Dacheng and Sunshine Insurance Group entered into the “Strategic Cooperation Agreement on Legal Services”, pursuant to which a group of legal counsels formed by the firm provides ongoing legal consulting services • makes full use of its network of subsidiaries and broad geographic advantage to develop its systems

Grandall • provided legal advice on China National Petroleum’s purchase of import and export credit insurance • as the only lawyer invited by CIRC, Zhan Hao (managing partner of insurance department) took part in studying and compiling compliance for Chinese insurance companies

King & Wood • represented most of China’s major insurance companies, including PICC, China Life, CPIC and China Re • also assisted a number of foreign insurers and foreign intermediaries in a wide range of projects, including, mergers and acquisitions, joint ventures, restructuring and reorganisation, financing, on and offshore public offerings, and regulatory compliance • high-profile projects included PICC’s restructuring and Alltrust’s attracting of foreign investment

Insolvency & Restructuring Law Firm of the Year

INTELLECTUAL PROPERTY Law Firm of the Year

FINALISTS

FINALISTS

King & Wood

An, Tian, Zhang and Partners

• team mainly focuses on debt-restructuring practices and reorganisation of listed companies • in 2009 seven listed companies reorganised their affairs according to the Law of the PRC on Enterprise Bankruptcy; the team participated in five of them, involving Suntek Technology and Dandong Chemical Fibre

Run Ming • represented Airbus in bankruptcy proceedings against East Star Airlines, the first airline that was ever declared bankrupt in China • involved in filing of bankruptcy claims and counterclaims from the airlines. Complicated cross-claims further relate to various intractable issues relating to bankruptcy, litigation and arbitration, which were either unclear or blank under Chinese laws and even controversial in academic and judicial circles • reached general settlement, thereby avoiding long and costly cross-border litigation

• ATZ serves international clientele and has been instructed by many leading foreign companies and leading IP firms • litigation and prosecution cases in 2009 include Louis Vuitton Malletier and City Chain ; for trademark infringement on a wristwatch design

CCPIT • is the largest and oldest full-service IP law firm in China with over 470 staff, including more than 170 patent and trademark attorneys, with nearly 40 having lawyer’s qualifications as well as more than 80 patent engineers • main office is in Beijing; other offices in New York, Munich, Tokyo, Hong Kong, Shanghai and Guangzhou • firm provides prosecution, litigation, transaction and consultation services relating to patent, trademark, copyright, trade secret, trade dress, domain name, antiunfair competition and other IP-related matters

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Hylands • leading large law firm and IP agency with 300 people and five offices • team is especially strong in anti-counterfeiting by raid and litigation, investigation on counterfeiting, commercial credit and business fraud • provides full-range services in all aspects of IP practice – counselling, prosecution, enforcement and litigation, covering patent, trademark, copyright, unfair-competition, trade secret, internet, domain name, computer software, franchising, licensing, culture and entertainment, news and publications, audio and video products, customs protection, design of integrated circuits, IP protection by litigation and arbitration as well as by administrative procedure

Lifang & Partners • named the most recommended Chinese IP firm by the South Korean government • has added six partners, 30 attorneys, patent agents, and with the merger of Liu & Partners the firm is strong across all practice areas • patent filings grew to nearly 3,000 applications in 2009 • entered a long-term cooperation agreement with Zhongshan municipal government and its enterprises to implement national IP strategy • represented China Unicom in China’s first anti-monopoly case

Liu, Shen & Associates • known for its specialised advice on both filings and contentious IP matters, particularly for contentious patent issues • involvement in high-profile, complex patent litigation and prosecution cases has increased significantly over the past year • 2008 appointment of Jay Sha and his team from Jeekai & Partners and the recent joining of Yuan Zhuang from Perkins and Coie has boosted capacity • has a team of around 320, including 190 professionals, patent and trademark attorneys, lawyers, and patent engineers • expertise covers almost all areas of technology

Longan • can offer legal services in many areas of intellectual property, such as copyright, patent, trademark, and commercial secret infringement • in 2009 IP cases sharply increased – in non-litigation cases, especially for patent commissioning • firm has accepted commissions from a number of world-class companies for patent applications, such as Panasonic, Sanyo, and Sharp • winning litigation cases for trademark or patent increased substantially, with some cases decided in favour of clients becoming guideline cases

Shipping Law Firm of the Year FINALISTS

Global • has six partners specialising in maritime, shipping and related matters and four of the partners are listed on the panel of arbitrators with China Maritime Arbitration Commission • in 2009 the shipping teams handled more than three dozen maritime and shipping cases, including arbitrations before China Maritime Arbitration Commission and court actions before various maritime courts of the PRC Mainland • represents a major shipping company in arbitration proceedings against a voyage charterer before China Maritime Arbitration Commission for a US$1.3m claim for outstanding freight owed by the charterer to the shipping company as the owner of the vessel

Haitong & Partners • Beijing-based specialist shipping firm with expertise in handling disputes arising from contracts, insurance and reinsurance and major marine accidents – for example collisions, explosions of dangerous goods, oil spills and salvage • has a strong team of lawyers focusing on all aspects of ship finance, including ship registration, sale and purchase, ship building and leasing matters

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Sloma & Co • repeat winner for this category • in 2009 handled many cases, including its representation of a Chinese shipyard negotiating for settlement of a shipbuilding contract dispute worth over US$20m • represented a foreign P&I Club and foreign shipowners before Shanghai Maritime Court to defend an oil pollution claim totaling over US$8m

Wang Jing & Co • represents the majority of shipping cases heard in the PRC, and its shipping lawyers directly handled or were involved in cases with claim amounts totaling more than US$20m in 2009 • continues to expand into new cities (for example, opening of the Fuzhou office) • recognised on many occasions as a Tier 1 law firm for shipping law

Tax & Trusts Law Firm of the Year FINALISTS

Hwuason • first law firm specialised in taxation service in China, headquartered in Beijing. The firm provides comprehensive taxation and commercial legal solutions for both domestic and overseas clients • clients include Baosteel, Huahan Investment Group and Modern Green Development Co • hired as tax counsel of International HatchBator of Zhongguancun

JunZeJun • retains reputable scholars as senior consultants to provide strong policy and theory support for its taxation services • led by experienced practitioner Li Rongfa, especially in handling complicated taxation disputes and general tax planning

King & Wood • tax team consists of six full-time tax attorneys in Beijing, as well as other attorneys in 12 offices throughout China who also assist on tax matters • head of the practice, Steve Nelson, has been a leading tax and China investment attorney for 20 years • recent highlights include representing an MNC in its dispute over an alleged tax clawback of approximately US$70m, which K&W successfully closed without any tax payments; advising a Fortune 500 telecommunications company structuring its entire China operating model; and advising an offshore investment by a Chinese company of more than US$1.3bn

Llinks • team is composed of professionals from prestigious law schools and “Big Four” accounting firms, equipped with legal, tax and accounting knowledge as well as considerable taxation professional services experience • in 2009, the trust team advised the firm’s trust house clients on several major deals, including the first QDII product at trust market, securities-related trust products, PE-related trust products, and trust products with TOT structure • provided professional services of the highest calibre on these deals, combining technical excellence with commercial awareness and practical approaches to legal issues to help clients achieve their business goals

Shanghai ForTran • lawyers are experts on both law and tax with compound education backgrounds, being CPAs and CTAs (Certified Tax Agents) • work performed on a number of projects included shortterm financing bills projects of Guotai Junan Securities and acquisition of Jiangwan Block of Xiamen C&D

Rising Law Firm of the Year FINALISTS

GoldenGate • PRC-licensed law partnership, patent agency and trademark agency specialising in IP, technology transfer, cross-border licensing, and related foreign investment matters • solid foundation in China foreign investment, IP and technology law allows the firm to service clients with FDI needs in more traditional business sectors, and also to work with companies expanding into cutting-edge areas such as biotechnology, cleantech/greentech, and new media

Han Kun • opened two new offices in Shanghai and Shenzhen early in 2009, recruiting three new partners and one counsel from international firms • continues to be highly active in the M&A sector, with representations for both domestic and international clients from various industries in domestic and cross-border equity and asset acquisitions • represented AsiaInfo Holdings Inc. in its merger with Linkage Technologies International Holdings, and Ku6 Holding in its merger with Hurray! Holding

Jade & Fountain • increased total billing hours, improved its collections, set a new standard for total revenues and several of its partners had their best years ever • past 12 months brought in many new faces, including fouryear partners and several new associates. Partners are all established lawyers from international or well-known law firms with strong practices • listed ‘Number 11’ on the Shanghai Bar Association’s 30 Year (1979-2009) Top Law Firms: Shanghai Model Law Firm Award

Jin Mao PRC Lawyers • managing partner reschuffle occurred in 2008; now the firm has 22 partners and 27 associates • has practised successfully in M&A, banking finance, debt market, maritime, real estate, media law and dispute resolution despite the economic recession • successfully completed the biggest litigation case in its history – RMB3.6bn in dispute and court costs of RMB10m

MWE China • winner of this category last year • business continues to grow with total billable hours and revenue consistently growing, while the firm is also making efforts to diversify its practice areas by expanding in energy and health care • ten Fortune 500 companies were serviced in 2009 including Pfizer and Danone

Run Ming • finalist in this award last year and has had another year of strong growth both in terms of lawyer headcount, office space and clientele • new partners include former Orrick IP lawyer Cheng Bing, former general counsel for Alstom China Charles Liang and former senior counsel at O’Melveny & Myers Kathy Yang • aviation practice led by executive partner Liu Yi continues to lead the field, having been instructed by longstanding clients to advise on several landmark cases. • Highlights include representing Airbus in the bankruptcy proceedings against East Star Airlines, the first airline declared bankrupt in China; representing SF Airlines for its purchase and subsequent passenger-to-freighter conversion of a Boeing 757-200 aircraft; and representing ICBC financial leasing company in the first tax-bonded aircraft lease of China

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EVENTS | China Law Awards >>

Boutique Law Firm of the Year FINALISTS

Alpha & Leader • firm mainly focuses on financial legal services, especially non-performing loans and assets (“NPLs”). Leader in this area with 80% of its business being NPLs services which brings in  70% of gross income • provided legal services for over 50 NPL deals from 2002 to December 2009, with the disposal of NPLs and distressed assets worth approximately RMB140bn. • Certain deals are landmark cases in China’s NPL market, including first NPL deal targeted at foreign investors, first sale of a NPL portfolio to a domestic investor, and first sale of NPL from the bank directly

Shanghai ForTran • Lawyers are experts on both law and tax with compound education backgrounds, as lawyers, CPAs and CTAs (certified tax agents) • Projects included short-term financing bills projects of Guotai Junan Securities and acquisition of Jiangwan Block of Xiamen C&D

Sunshine • specialised law firm in energy and environment, advising highlevel clients (nine of the 10 China power group corporations, the State Grid Corporation, central government authorities NDRC, SERC, MHURD) • working on national key projects in 23 Chinese provinces and big projects in 20 countries, with a total investment of US$500bn

Tiantong & Partners • acted for a substantial number of Chinese national banks (Agricultural Bank of China, Bank of China), asset management corporations (Cinda Asset Management Corporation, Orient Asset Management Corporation) and gigantic central government-owned corporations

www.legalbusinessonline.com

• in 2009 the firm successfully acted in a landmark case litigated in the SPC. The EUR11m dispute rested on whether one can seek a declaratory judgment on the non-existence of a disputed debt, the first of its kind in the judicial history of the Chinese courts

Offshore Law Firm of the Year FINALISTS

Appleby • provides legal advice and assistance on a wide coverage of offshore jurisdictions through Hong Kong office • lawyers in Hong Kong and Mauritius speak English, Cantonese, Mandarin, and other Chinese dialects as well as Japanese, French and Creole • has advised on three finalist deals including Sino-Forest Exchange Offer and Consent Solicitation, Ming An Privatisation and Shanda Interactive Entertainment–Hurray! acquisition

Conyers Dill & Pearman • advises on the laws of Bermuda, British Virgin Islands, the Cayman Islands, Mauritius and Cyprus, focusing on the BRIC markets • has launched in Sao Paulo, Moscow and Mauritius over the past two years • 11 offices worldwide including Anguilla, Bermuda, British Virgin Islands, Cayman Islands, Dubai, Hong Kong, London, Mauritius, Moscow, Sao Paulo and Singapore

Harneys • added eight new partners over the past 12 months • took initial steps into Cyprus through a strategic alliance with Cypriot firm ALY • attracts high-quality transactions within Asia, such as the CVC-Asia-Pacific structuring of a RM745m investment in Genting Sanyen Industrial Paper (Malaysia) and other Genting paper and packaging group companies

Ogier • Hong Kong headcount increased by over 30% in 2009, focusing on servicing PRC clients with Mandarin-speaking associates and legal secretaries • Ogier Hong Kong set up six PRC-based or pure China-focussed fund managers (with Cayman structures) in 2009, namely CMS Asset Management, Diverso, Everbright ALAM, Hai Tong Asset Management, Income Partners, YingTai Investment Management. • Several other funds also set-up ready for launch in early 2010

Walkers • strong practices in China and from its office in Hong Kong, and provides real-time Cayman Islands and British Virgin Islands legal support and guidance to international and local clients looking to utilise offshore structures for inbound and outbound investment in China • notable transactions in 2009 include acting as Cayman Islands counsel to Sands China on its US$2.5b Hong Kong listing and acting as Cayman Islands counsel for Bain Capital Partners in relation to an investment in Gome Electrical Appliances Holding

West China Law Firm of the Year FINALISTS

Exceedon & Partners • founded by Sun Yu and Yang Zeyan, former associate professors at Southwest University of Political Science and Law • awarded first place in National Bar TV debate • executive managing partner Sun Yu awarded one of “Top 10 Lawyers” in Chongqing

Solton & Partners • established in 1995, the firm is the first partnership in west China that was founded by professionals returning from overseas • high-profile deals include advising Chongqing International

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Trust Investment Co on issuing RMB6m trust for rebuilding old and dilapidated houses; also providing legal services for Chongqing International New Town project, an RMB2bn real estate project

Tahota • large law firm in China’s midwest named “Best National Law Firm”, has set up branches in Beijing, Shenzhen and Hong Kong • won the title for “10 Fastest Growing Law Firms in China” and “30 Fastest Growing Law Firms in Asia” • transformed specific general partner system in the firm and wiped out district restriction. Changed name to “Tahota Law Firm” and gained Patent Agency awarded by the State Intellectual Property Office

Yunnan Ba Qian Law Group • largest law firm by headcount and volume of activity in Yunnan Province. • has 110 practicing lawyers and more than 30 supporting staff working across 13 practice groups • only Chinese law firm with Vietnamese branch

Zhonghao • has built up market-leading corporate and commercial practices based on its modern management and organisational structure, compatible with that of leading international firms • one of the first firms in China to have converted into a special general partnership, a status which allows for future expansion • investment boom in Chengdu-Chongqing economic zone has led to flourishing business across the firm’s Chongqing, Chengdu, Shanghai and Beijing offices

NorthEast China Law Firm of the Year FINALISTS

Dalian Zhiku • provides real estate legal services • rich in local resources in Dalian

Deheng Law Firm • in 2009 business volume, revenues and tax paid increased 38.40%, 13.10% and 20% (comparing it with last year) respectively. • Annual revenue is RMB72m placing the firm first in Shandong for ten consecutive years • 66% of total revenue is from VIP accounts and regular customers with finance, real estate, foreign affairs, securities, investment, litigation, arbitration and corporate business. • 23% of total revenue from new clients

Kang Qiao • Headquartered in Jinan, the firm has enjoyed a growing reputation and established itself as a leading advisor to many of Shandong’s large SOEs and public and private companies • played dominate role providing legal services in government-led investment and development projects. • has secured an advisory role in RMB40bn investment project in Shandong

Liaoning Fada • based in Dalian, the firm has established itself as a top player in Liaoning, mainly focusing on commercial and corporate work • a pioneer in adopting an organisational form and management structure used by international law firms

Wang, Wu, Yang and Ma • Northeast China’s largest law firm • has extensive experienc, local resources, outstanding in providing foreign-related and IP business services

Wincon • emerged as top choice among domestic and foreign clients in Shandong because of its quality, results-oriented legal services • full-service firm with a leading international practice group among local Shandong firms • established long-term cooperative relationship with foreign firms like Singapore’s Rajah & Tann and US’s Harris & Moure • active member of international legal network Lawyers Associated worldwide (LAW)

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Zhejiang Law Firm of the Year FINALISTS

Sunshine • played an important role in Zhejiang’s infrastructure construction and resource acquisition due to its expertise in energy and environment matters. • has advised on Sanmen Nuclear Power Project (Phase I), southern Zhejiang natural gas pipeline project, Hangzhou Qingchun Road River Crossing Tunnel BOT project, acquisition of Shanxi Majialiang coal mine, southern Zhejiang natural gas pipeline project • provided legal support for Zhejiang enterprises to control their legal risks, including Zhejiang Provincial Energy Group, Zhejiang Provincial Grid Company and Insigma

Zhejiang Liuhe • sustained 30% business growth over 2009 • undertaken regular counsel role for many Fortune 500 companies during the financial slowdown

Zhejiang T&C • leading law firm, even while confronting the challenge of reduced client demand and deal flow • dominant player in FDI, IPOs and corporate finance in the Yangtze River Delta region in 2009 • ranks at the fifth-fastest-growing law firms in China as evaluated by ALB magazine • awarded prizes by Hangzhou municipal government as one of the top service enterprises and also one of the 100 top competent groups for 2009 for its outstanding achievements in the legal service profession

Zhejiang Zeda • largest integrated law firm in Zhejiang Province • well versed in administrative law and company law

Jiangsu Law Firm of the Year FINALISTS

Fangben • based in Suzhou, this medium-sized firm also has a presence in Shanghai • wins high praise for work in corporate and investment matters, litigation and arbitration • has developed strong relationships with foreign clients from more than 40 countries and regions

JC Master • favourite local referral firm of a number of western and SouthEast Asian foreign law firms • member of International Alliance of Law Firms, played a dominant role advising on cross-border transactions, high-end corporate matters and projects in Jiangsu

Jiangsu Co-Far • enjoyed growth in core business areas – corporate and securities and international trade and investment – in greater Yangtze River Delta region

Jiangsu New Talent • long-term legal advisor to many regional construction and infrastructure associations in Suzhou • established close working relationships with law firms in firsttier cities with regional presences • largest law firm in Suzhou by income and headcount

Tianjin Law Firm of the Year FINALISTS

Join & High • leading professional law firm in Tianjin, formed by joining Tianjin Si Fang Law Office (established in 1993), Junhui Law Office (established in 1994) and several other law firms in Tianjin • has more than 60 lawyers, with 23 professionally qualified as senior lawyers, six have overseas study, training and work experience in UK, US, Australia, Japan and Hong Kong, and six are arbitrators of Tianjin Arbitration Commission

Winners • engaged by Cargill (major international provider of food, agricultural and risk management products and services from the US) to represent it in its anti-trust business concentration filing with China regulatory authorities such as Ministry of Commerce and State Commission of Reform and Development • first anti-trust case handled by a law firm in Tianjin • entered into strategic collaboration agreements with Institute of Finance and Taxation of Nankai University and collaboration agreements on environment law with the law school of Nankai University in 2009

Zhang Ying • repeat finalist in this category over a number of years

Shenzhen Law Firm of the Year FINALISTS

China Commercial • newly-elected managing partner Lai Weiwen has driven the 41 partner, 142 lawyer firm to consolidate its market leadership in the greater Pearl River Delta region • posted nearly 30% growth in revenue over the previous year by integrating client resources firm-wide and seeking business opportunities among existing clients across all practices

Grandall (Shenzhen) • under the leadership of executive partner Li Chun, who is president of the Shenzhen Bar, the Shenzhen office has sustained a leading role in transactional legal services • gained competitive edge by leveraging the firm’s new office in neighbouring Hong Kong • among the leaders in advising on SMEs listings, the capital markets group was increased by adding ten new partners and 30 more legal staff in 2009

Guanghe • one of the larger law firms in Shenzhen City • has business in real estate, construction, engineering, financial and securities

SD & Partners • appointed to the Legal Services Provider panel of Shenzhen government • noticeable player in Shenzhen handling issues relating to securities, banking, insurance, taxes, real estate, infrastructure construction, IP, liquidation and dispute resolution • has more than 170 lawyers and support staff

Shu Jin • founded in 1993, the firm has more than 60 lawyers in its Shenzhen headquarters and more than 30 lawyers in its Shanghai branch • high-profile deals including the issuance of US$70m short-term financing bond of Foshan Huaxin Packaging Co, approved by China Banking Regulatory Commission • lawyers successfully achieved more than 100 public listing projects in China and overseas, with cases involving PRC companies listed on the Hong Kong Growth Enterprises Market, HKSE • advised numerous issuers and underwriters across Asia and the US regarding debt and equity securities

Sincere Partners • continues to build a strong reputation as first-tier firm in Shenzhen with main practice in non-contentious areas including international trade, finance, M&A, arbitration, real estate

Hong Kong Law Firm PRC Office of the Year FINALISTS

Bird & Bird • newcomer in this category, its Beijing office and IP practice has experienced considerable development by forming an association with Beijing IP boutique Xiang Kun law firm under CEPA • reaped the benefits of having its own trademark agency in Beijing, which was set up two years ago

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Deacons

• represents a number of Fortune 500 multinational companies in China, as well as domestic PRC businesses and Hong Kong companies • committed substantial resources to its China practice and covers a broad range of legal areas, from traditional FDI through to IP matters and arbitration proceedings • has a multi-lingual team that converses fluently in Mandarin, Cantonese and other Chinese dialects, as well as English and western languages

JSM • particularly well-known for banking and finance, corporate finance, employment, real estate, shipping, restructuring and dispute resolution practices • has grown with its clients throughout its 145-year history, including HSBC, Cathay Pacific, Swire Group and Li & Fung, which are now global organisations • awarded “Hong Kong Law Firm, PRC Office of the Year” for three years (2004, 2005 and 2007)

Vivien Chan & Co • consistently accredited as one of the leading firms in the Greater China region with awards and recognitions given to various lawyers and fields of practice • voted as one of the top firms for trademark and patent work in Hong Kong in consecutive years • acted for CFA Institute in Hong Kong in trademark dispute against an Indian university for trying to register a trademark confusingly similar to their CFA marks

Guangzhou Law Firm of the Year FINALISTS

Alpha & Leader • headquartered in Guangzhou, with branch offices in Beijing and Shanghai, and representative offices in Hong Kong and Los Angeles.

• with 11 partners and over 60 attorneys, the team serves international clients such as banks and funds in practice areas including finance, banking, corporate, transaction, risk and asset management, dispute resolution and real estate • leading law firm in NPL market with extensive experience providing legal services for over 50 NPL deals, with the disposal of NPLs and distressed assets worth approximately RMB140bn

C & I Partners • capable of providing high-quality legal services to clients • clients cover Fortune 500 enterprises both at home and abroad, such as Citigroup, Procter & Gamble, FedEx Express, BP, Shell, Cathay, Cookson – Enthone, Yamaha, Sony, Hopewell, and Country Garden Group

Guangda • previous winner of this award, remains one of the top-tier firms active in Guangzhou • has increased its offering in international trade and investment with the appointment of several new partners including Kent Woo, who was previously a partner with Kingson, and Ling Na, a former partner of D&S • acted for a large number of international and national clients in high-end investment, transactions, and litigation and arbitration cases in Pearl River Delta region • legal counsel for 2010 Guangzhou Asian Games

Guangdong Deliang • founded in 2000, most of its members have been working in their legal practice areas for more than 25 years, • specialised professionals and administrative staff are capable of responding to a wide range of client needs • strong IP team has a number of well-known clients such as Christian Dior, Fendi, Givenchy, Hennessy and Hugo Boss

Guangdong Kings • regarded as a preferred legal advisor in the real estate and construction sectors in Guangzhou • real estate practice is headed by managing partner Guo Xuejin,

First and sole Chinese law firm to specialize in energy and environment area • With particular experience working for all parties covering government bodies, investors, contractors, design institutes. • Advising on reforms and participated in legislations ,for example, Measures for Supervision on Purchase by Grid Enterprises of All Power Generated by Renewable Energy. • First Chinese law firm to develop services for Clean Development Mechanism (CDM), advised projects with a 10 million tons annual emission reduction of CO2. • Advising on many huge energy projects in 20 provinces over China and 20 countries in the world, including thermal, hydro, nuclear, wind, natural gas, solar and renewable energy power plant projects, with a total investment of CNY 500 billion Yuan and total electric capacity of 56,000MW • With about 20 kinds of specialized and quality services to meet the needs of the industry of energy and environment, including EPC ,CSA,BOT, M&A, project finance, etc.

a reputed litigator who has handled a large number of real estate and construction disputes for well-known developers

Guangxin • hired seven lawyers in 2009 • won the bid to provide advice to Guangdong Mobile Communications Corporation Guangzhou Branch for special projects • successfully assisted China Aoyuan Property Group to reorganise their assets • has attracted international investment institutions such as Credit Suisse and Cathay Capital for fundraising and floating underwritten by Morgan Stanley into the HKSE

Wang Jing & Co • Guangzhou head office has more than 50 qualified lawyers and 100 staff • FDI, IP, corporate and commercial groups have all increased their business despite the economic recession in countries where the majority of clients are based • firm has won numerous awards for its work in the Guangzhou office; head office continues to count a number of foreign consulates and chambers of commerce as its clients

Shanghai Law Firm of the Year FINALISTS

AllBright • Richard Lee joined AllBright in December after spending the past 10 years between Baker & McKenzie, Clifford Chance and Simmons & Simmons. Louis Meng also joined the firm after spending many years at large firms such as K&L gates and DLA • completed 10 domestic listings and eight overseas listing in 2009: one in Euronext Paris, two in Australia and five on the NASDAQ • helped three major local state-owned companies – Suzhou New District Hi-tech Zone Company (RMB1bn), Tianjin Bonded Zone company (RMB2.8bn), and Shenergy (the largest Shanghaibased energy company at RMB7bn), with their bond issuance

Contact details: Ms.Jane Chen Zhen Address:1108 Block C, World Trade Center, No.122 Shuguang Road, Hangzhou, P. R. China, P.C. 310007 Tel: 86(0)571-87635168 Fax: 86(0)571-88254910 Mobile: 86(0)13805737483 Email: cz@sunshinelaw.com.cn Sunshine Law Firm Address: Building 22 Area 11, No.188 South 4th Ring Road West Road, Beijing, P .R. China, P.C. 100070 Tel: 86(0)10-51103167 Fax: 86(0)10-51103188 Mobile: 86(0)13501067846 Email: wnz@sunshinelaw.com.cn Web: www.sunshinelawfirm.com

Sunshine focus on the new energy area, the world will receive much bright sunshine. Trust in Efficiency Accountable and Mutuality. www.legalbusinessonline.com

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Chen & Co • continues to highlight Shanghai’s legal service sector by actively providing legal advice with challenging high-profile cases across a number of legal practice areas • advised on several capital markets cases in 2009, including three separate GEM listings, an A-share listing of RMB1.5bn, an H-Share listing of US$1.25bn, and a US$103.3m follow-on offering of NASDAQ-listed shares • advised a consortium of PRC PE firms with its purchase of a 20% holding in Chery Automobile Corporation for RMB2.9bn

Jin Mao PRC Lawyers

• Shanghai office has continued to have dominant market share in high-profile transactions

• practicing in Shanghai for 22 years, with a reshuffle of managing partners occurring in 2008 • despite the economic recession the firm has been active in M&A, banking & finance, debt market, maritime, media law and dispute resolution areas • successfully completed the biggest litigation case in the firm’s history in 2009 with a disputable amount beyond RMB3.6bn and court costs hitting RMB10M

Grandall (Shanghai)

Llinks

Fangda Partners

• leading advisor in domestic and overseas IPOs and listings, for example China Minsheng Banking Corp’s US$3.9bn listing on the Shanghai Stock Exchange and HKSE in 2009 • experienced strong growth due to more sophisticated market environment and clients • new senior partner appointments have boosted its capabilities in international business and commercial litigation

• leading PRC firm since its foundation in 1998 and has assisted many international financial institutions and multinational corporations through the complex Chinese legal system • In 2009 advised on several major deals in its principal practice fields of banking, corporate and capital markets, including restructuring of SVA Group by Shanghai Yidian Group and Minghe Media’s Share Swap Merger with Cosmos Media

Jade & Fountain

Shanghai Shenda Partners

• added to their already established reputation as one of the premier law firms in Shanghai and China, the firm remains

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quintessentially local with the majority of both lawyers and staff originally from Shanghai • strengthened many of its practice areas including cross-border M&A, FDI, foreign commercial litigation, outbound investment and dispute resolution

• managing partner Tao Wuping and deputy director Kong Qingde are members of the legal advisory group of Shanghai Pudong

New Area District Government • awarded “Shanghai Outstanding Law Firm” by the Shanghai Bar Association for its work in dispute resolution • awarded “2007-2008 Shanghai Pudong New Area Model Firm” by Shanghai Pudong New Area Government

Beijing Law Firm of the Year FINALISTS

Commerce & Finance • maintains leading position in banking law • involved in the first public offering of a Chinese airliner and a state-owned steel enterprise • extensively involved in corporate financing transactions in China, representing issuers or underwriters in hundreds of deals • noticeable deals include Sino-Forest Exchange Offer and Consent Solicitation, China State Construction & Engineering IPO, COFCO and Hopu Investments in Mengniu and Agile Property Senior Notes offering

Dacheng • revenue increased by 27% in 2009, reaching more than RMB600m • more than 1,500 staff in China, an increase of 46% compared with staff numbers in 2008 ISSUE 7.3


EVENTS | China Law Awards >>

• six new branches in China and 19 representative offices overseas established in 2009 • joined World Service Group as the only Chinese member, which establishes a long-term platform for information exchange and business cooperation with law firms from over 100 countries and from 80,000 lawyers

DeHeng Law Office • growth in business revenue was steady in 2009, with the firm gaining a number of new major clients including the National Energy Bureau, China Coal Science and Industry Group • has achieved impressive results in restructuring and listing, acquisitions and investments and litigation, such as the restructuring project of Agricultural Bank of China, one of the four state-owned commercial banks; and Ping An’s acquisition of Shenzhen Development Bank, the largest acquisition case between listed companies since the creation of China’s stock market • established offices in Hangzhou and Xi’an in 2009

Global • one of the fast growing top-tier firms in Beijing • achieved improved performance and growth despite the financial crisis, also progressed to internationalising its teams by recruiting three new partners from leading international law firms and four new partners from domestic competitors

Guantao • despite keeping its traditional strengths in capital market, corporate/M & A, energy and resources and real estate areas, firm has been focusing on developing new business, • now at the frontline of research into and providing practicable legal services in respect of REITs • advised on two of the finalist deals including China Petroleum & Chemical Corporation acquisition of Oil Industry Assets and Tianjin Global Financial Centre Project

Haiwen & Partners • broad range of practice areas including securities, corporate and finance, litigation/arbitration, commercial transactions, construction, real estate, entertainment/arts, and electronic commerce and Internet law • awarded “The Best PRC Law Firm” from Asian Law awards and International Financial Law Review (IFLR)

Jun He • represented many foreign clients in their business transactions in China • continually expanding client base includes some of the world’s largest multinationals, as well as many small-and mid-sized companies • winner of this category in 2008 • has advised on three finalist deals including HSBC RMB Hong Kong bond issue, Sinopec SABIC Tianjin JV Financing, and COFCO and Hopu Investments in Mengniu

King & Wood • Beijing office currently has 94 partners and more than 300 associates and agents • key representative projects include acting for China Unicom in introducing the iPhone to China; the Wahaha Danone settlement; global offering of China Minsheng Banking Corporation and listing on HKSE; and PRC anti-trust approval for two high-profile offshore M&A transactions (Pfizer/ Wyether and Fiat/Chrysler)

Japanese Law Firm of the Year FINALISTS

Anderson Mori & Tomotsune • first existing firm to open Beijing office • has been devoted to longstanding China and Japan economic relationship for more than a decade • often represents Japanese companies and Chinese companies in various large M&A transactions, and also advised many Chinese companies in 2009, including China Unicom, Baidu, Air China, Shenhua Energy, Bank of Communication, Shanghai Electric

• China-related matters vary from transactional practice, including corporate acquisitions, stock listings, and IP, to dispute resolution including product liability, anti-monopoly and IP • high-profile transactions included representing Asahi Breweries to purchase a stake in Tsingtao Brewery Company from Anheuser-Busch InBev SA • represented INAX to Ideal Standard International SA, which is owned by Bain Capital. INAX purchased the Asian business of ISI including TOB for ASPPL, the Hong Kong listed holding company which owns PRC subsidiaries

DLA Piper – Liu Wei

FINALISTS

• joined DLA Piper in 2006 and has been instrumental in strengthening the firm’s Greater China practice, contributing to bringing the firm’s capital market practice to a different level • enjoys a great reputation in the PRC, especially for introducing various capital raising opportunities for PRC companies to tap into the capital markets overseas • has contributed significantly in helping PRC companies to fulfill the government’s overseas business expansion strategy – “Going Aboard (走出去)”. • he and his team have successfully completed 27 major deals for companies and investment banks across a diversity of industry sectors and geographies in 2009, including IPOs/ listings on the Hong Kong, Malaysia and US stock exchanges. Many of these deals involved a PRC company or a company having a business portfolio in the PRC

Bae, Kim & Lee

Global – Liu Jinrong

Oh-Ebashi • for 15 years its Shanghai office has put together various commercial transactions and handled many disputes involving Chinese counterparties • handles cases with a deep understanding of clients’ business needs in China, taking into account relevant factors that affect Japan-China business transactions • practice has expanded over the past year to represent Japanese clients in big tax lawsuits in Japan relating to China and Hong Kong-related transactions

Korean Law Firm of the Year • first Korean firm to establish a presence in China, opening its Beijing office in 2004 • has offices in both Beijing and Shanghai, with a full contingent of PRC and Korean lawyers. Seoul office has a permanent team of PRC lawyers, and the practice group advises on cross-border corporate deals as well as regulatory matters and litigation in China • major projects include Guangzhou LCD Panel Project, a JV between LG Display and the Guangzhou city government for US$4bn in total investments (with initial registered capital of US$1.33bn

Lee & Ko • volume of trade and extent of economic relations in general between Korea and China has continued to expand dramatically in past years • role as leading providers of Korean legal advice and services has increased in relation to cross-border transactions between China and Korea • pioneering role in advising numerous Chinese companies carrying out listings/IPOs on Korea Exchange (KRX), in addition to providing a wide range of Korean legal advice, assistance and professional support provided to a growing clientele of Korean companies, in connection with their business activities in China and transactions vis-à-vis Chinese counterparties

Singapore Law Firm of the Year

• current managing partner and driving force leading the growth of business and progress in internationalising teams, also an aggressive headhunter for recruiting new partners • the firm successfully recruited two partners from two American firms at the end of 2009, both of them specialising in M&A and IPO matters

Guantao – Cui Liguo • set up Guantao’s basic management framework covering partners meeting, managing committee and managing partner • established good distribution among partners embodying the spirit of common development of all partners, as well as encouraging individual partners to make their best progress in business

Jun He – Xiao Wei • specialises in foreign investments, securities, merger and acquisition and general corporate practice areas • acted as clients’ counsel in diverse industry sectors such as banking, insurance, securities, telecommunications, natural resources, infrastructure facilities, various manufacturing sectors, agriculture, transportation, entertainment and real estate • has been very active in a number of social and professional organisations as well as assisting with government committees, including as director of the Chinese Overseas Friendship Association and as a member of the panel of arbitrators of the Beijing Arbitration Commission

FINALISTS

King & Wood – Wang Ling

Drew & Napier

• as managing partner has worked to help grow the firm to be widely recognised as one of the most highly-regarded Chinese law firms • works with the management team developing policies, long-term strategy and overview of the firm, particularly in developing business operations which include IT systems, marketing and business development, knowledge management, training programs and HR • one of the firm’s top dealmakers, recognised numerous times for her role in complex transactions as well as her overall expertise in banking, aircraft finance and other asset finance matters

• one of Singapore’s leading law firms with over 250 lawyers and fee-earners • has seven senior counsel, the largest of any Singapore law practice, headed by CEO and senior counsel Davinder Singh • consistently rated top-tier in many of its practice areas

WongPartnershp • in addition to the firm’s involvement in China Investment Corporation’s acquisition of a stake in Noble Group, its China practice group has been involved in deals across a spectrum of industries, including banking, real estate, education and retail • advised on award-winning deals, including acting for China Oilfield Services as Singapore counsel, relating to its acquisition of Awilco Offshore

Managing Partner of the Year

Mori Hamada & Matsumoto

FINALISTS

• provides comprehensive legal services both in Japan and China, utilising a network that includes offices in Beijing and Shanghai, as well as other associated local Chinese law firms

• in 2009 revenue increased by 27%, reaching more than RMB600mn

www.legalbusinessonline.com

• number of staff in China is more than 1,500, increasing by 46% compared with staff numbers in 2008 • six new branches in China and 19 representative offices overseas were established in 2009 • joined World Service Group as the only Chinese member, establishing a long-term platform for information exchange and business cooperation with law firms from over 100 countries and from 80,000 lawyers

Dacheng – Wang Zhongde

Longan – Jiali Xu • as one of the founding partners, he has been in charge of the firm’s management for nearly 18 years • under his leadership Longan became one of the leading law firms in China • Xu put forward the philosophy of second pioneering on the basis of the internationalisation and specialisation principles at the key stage of Longan’s development • despite the GFC, Longan’s income has increased sharply, along with the number of partners and lawyers

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Zhong Lun – Zhang Xuebing • more than 15 years tenure as managing partner and has strengthened the firm’s leading position in many practice areas • looked beyond the current crisis in 2009 and had the firm’s internal infrastructure upgraded to lay a solid foundation for future growth • managerial ability was fully epitomised by election to chair Beijing Lawyers Association early last year

Zhong Yin – Zhao Zenghai • director and partner, has contributed to the merger of Beijing’s Zhongyin Law Firm and Zhengtai law firm • in 2009 there were 515 staff and more than ten branches and offices in Shanghai, Shenzhen, Hangzhou, Xiamen, Chengdu, Guiyang, Nanning, Frankfurt and other cities. • firm’s income increased by 130%, was named in the 2009 China Top 300 Law Firms (ranked eight) • appeared in ALB magazine’s 2009 Asia Bar firm size of 50 (ranked 25) and the law firms in China ranking among the top 10. • Zhongyin lawyers also named in “Asian Law Journal” 2009 Annual as the fastest growing 10-lawyer firm (ranked two)

International Law Firm of the Year FINALISTS

Davis Polk & Wardwell • China team advised on some of the most sophisticated and challenging transactions of 2009, including landmark IPOs, innovative liabilities management exercises and notable M&A transactions • maintained its prominence and regional reputation by advising on a number of landmark deals as equity markets thawed in 2009, including IPOs for Shanda Games, Changyou.Com and Metallurgical Corporation of China • despite the GFC issuers and financial advises alike looked to the firm for debt capital market transactions, • advised Credit Suisse as dealer-manager to Sino-Forest on its exchange offer and consent solicitation; advised the underwriters in Sino-Forest’s concurrent convertible bond and secondary equity offerings. Advised Deutsche Bank as dealer-manager on Greentown China’s cash tender offer and consent solicitation for its senior note

DLA Piper • successful in positioning itself as a major international firm providing legal advice for PRC companies’ expansion overseas.Has established a strong reputation in both deal volume and value in various practice areas • in 2009 completed 34 major deals for companies and investment banks across a diversity of industry sectors and geographies, including IPOs/ listings on the Hong Kong, Malaysia and US stock exchanges. • 27 deals involved a PRC company or one with a business portfolio in the PRC – has been involved in advising on more than 40 M&A transactions in the PRC • legal advisor to Datang Telecom’s US$171.8mn acquisition of SMIC. Deal was a winner at the Asia Atlas M&A Awards and DLA Piper was named “2009 Asia-Pacific M&A Law Firm of the Year”

Freshfields • advised on 14 listings in 2009 including the five largest IPOs in Hong Kong – these are five of the world’s ten largest IPOs for the year • high-profile deals included Metallurgical Corporation of China and China Minsheng Banking Corporation • advised OCBC Bank on its US$1.46bn acquisition of ING Asia Private Bank from ING Bank and Danone in the most highprofile commercial dispute seen in the region

Latham & Watkins • seven new Hong Kong law partners launched the firm’s Hong Kong practice, adding significant China expertise to existing team of US attorneys active in the PRC • variety and quality of work undertaken is market leading; includes the first investment by a PRC insurance company in a Hong Kong listed property company (China Life’s

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subscription of new shares in Sino-Ocean Land); one of the largest-ever mergers among China SPACs (Middle Kingdom acquisition of Pypo) and the highly complex US$1.8bn business combination of Linkage Technologies with AsiaInfo Holdings • comments from clients in recently published IFLR1000 guide include “responsive … very good advice with appropriate analysis” and “very dedicated and always available to clients” • Beijing office opened at the beginning of January

Dacheng

Linklaters

• revenue increased by 27% in 2009, reaching more than RMB600mn • number of staff in China is more than 1,500, increasing by 46% compared with staff numbers in 2008 • six new branches in China and 19 representative offices overseas were established in 2009 • joined World Service Group as only Chinese member, which establishes a long-term platform for information exchange and business cooperation with law firms from over 100 countries and with 80,000 lawyers

• leads the M&A and PE markets in 2009 with league table ranking #1 for Asia-Pacific (ex Japan) M&A; ranked the top international firm (#3 overall) for Greater China M&A (Mergermarket, Q3 2009 rankings by value) • key restructuring mandates include advising KPMG on the Lehman Brothers Asia liquidation • major transactions across various sectors included advising Royal Bank of Scotland on HK$18.4bn sale of its shares in Bank of China – one of the largest block trades in Hong Kong history; China Mobile on its subscription for shares in Far EasTone Telecommunications Co – the first outbound investment by a PRC enterprise into Taiwan • demonstrated its strength in capital markets with landmark transactions including RMB6bn bond issue by The Central People’s Government of the People’s Republic of China – the first time that the PRC offered RMB-denominated debt securities outside mainland China

Grandall • maintained its competitive advantage in capital markets and achieved steady growth in revenue and lawyer headcount in 2009 • further expanded its national network by entering into strategic alliance with leading Chengdu firm Sifangda • opened an office in Ningbo, its third presence in the Yangtze Delta Region • grown the IP practice significantly through establishing its own IP agency as well as through making a series of mergers and acquisitions of IP firms and teams • Beijing, Shanghai and Shenzhen offices have experienced particularly strong growth due to more sophisticated markets and clients in these commercial centres • developed expertise and resources in private anti-trust litigation, dominance and abusive conduct investigations and IP-related unfair competition cases

Orrick, Herrington & Sutcliffe

Guantao

• firm’s Greater China team of over 70 lawyers and legal professionals are based in Beijing, Hong Kong and Shanghai offices, • has an unprecedented almost-40-year track-record in advising Chinese and international clients on a full range of China and cross-border legal matters. China platform is fully supported by Orrick’s global network of 22 offices in Asia, Europe and North America • in 2009, despite a year of severe global recession the firm continued its strategy of growth and investment in China • major cross-border transactions in 2009 involved China Development Bank’s first project financing in Europe relating to the project financing of Piers 2 and 3 at the Port of Piraeus in Greece

Sullivan & Cromwell • through offices in Hong Kong and Beijing the firm continued to handle some of the most significant corporate matters in the Asia-Pacific region in 2009, including capital markets, M&A, privatisations and project financings • notably, S&C attorneys based in Greater China advised Anheuser-Busch InBev in its $1.8bn sale of Oriental Brewery to KKR (the first major private equity deal in Asia after the global economic conditions affected the region); the underwriters led by UBS AG in the HK$24.116bn (approximately US$3.11bn) IPO by China Pacific Insurance; Tata Motors in a concurrent offering of Convertible Notes due 2014 and Global Depositary Shares for a total deal size of approximately US$750mn; and as financial advisor to Satyam Computer Services in its $352m acquisition by Tech Mahindra (listed as an “M&A Deal of the Year” by AsianCounsel)

China Law Firm of the Year FINALISTS

AllBright • Richard Lee joined AllBright in December after spending the past 10 years practicing at Baker & McKenzie, Clifford Chance and Simmons & Simmons. • Louis Meng joined the firm after spending many years at large firms such as K&L gates and DLA • ten domestic listings and eight overseas listings in 2009 – one in Euronext Paris, two in Australia and five in NASDAQ. • helped three major local state-owned companies – Suzhou New District Hi-tech Zone Company (RMB1bn), Tianjin Bonded Zone company (RMB2.8bn), and Shenergy (the largest Shanghai-based energy company – RMB7bn), with their bond issuances

• in 2009, Sun Shaosong and Luan Chengyu, experts in international trade, anti-monopoly, anti-dumping, and foreign-related litigation, joined the international business department as partners. In the latter half of the year, Ye Guojun and Wu Qiuxian also joined the international business department and banking/finance department as new partners • has achieved full integration of management team among its headquarter and in all branches, in business undertaking and deployment, performance appraisal and payment of staff, specialisation, administration and financial management • established a unique system with reference to features of the partner system of English law, with respect to the absorption, examination and promotion of partners

Jun He • has represented many foreign clients in their business affairs and transactions in China, and its continually expanding client base includes some of the world’s largest multinationals, as well as many small-and mid-sized companies • winner of this category in 2008 • advised on three finalist deals including HSBC RMB Hong Kong bond issue, Sinopec SABIC Tianjin JV Financing as well as COFCO and Hopu Investments in Mengniu

King & Wood • one of the largest firms in China with more than 800 partners and lawyers working across 16 offices • first PRC firm to have merged with a Hong Kong firm and acquired Hong Kong law capacities • outbound practice led by partner Xu Ping; international restructuring practice with partner Liu Yanling and Handel Lee has grown substantially • key representative projects this year included acting for China Unicom in introducing the iPhone to China; the Wahaha Danone settlement; the global offering of China Minsheng Banking Corporation and listing on the HKSE; PRC anti-trust approval for two high-profile offshore M&A transactions (Pfizer/Wyether and Fiat/Chrysler)

Zhong Lun • pioneer in PRC’s banking & finance practice by providing innovative and practical legal services for clients in a variety of high-profile and complex transactions • continued to act as legal counsel for International Finance Corporation in its huge investments in China in 2009 • advised on syndicated loans extended by domestic and international banks, finance companies, and institutional investors • provided quality services for commercial banks, lessors, lessees, and equity participants in a number of cross-border financing transactions with respect to aircraft, vessels and other equipment ISSUE 7.3


EVENTS | China Law Awards >>

SPONSORS Knight Frank Knight Frank is the leading international property consultancy. The London-based firm, together with its New York-based global partner, Newmark Knight Frank, operates from 207 offices in 43 countries across six continents. More than 6,340 professionals handle in excess of US$886 billion worth of property annually. Knight Frank offices in Hong Kong, Beijing, Shanghai, Guangzhou and Macau offer professional services across a comprehensive portfolio including: acquisitions, sales & leasing; asset management & investment; building and facilities management; development consultancy. Contact details Room 1206 Evergo Tower, 1325 Middle Huai Hai Road, Xuhui District, Shanghai 200031 PRC 中国上海市 徐汇区,淮海中路1325号, 爱美高大厦1206室200031 T: +86 21 6445 9968 F: +86 21 6445 9965 Email: sh.info@cn.knightfrank.com Webiste: www.knightfrank.com.cn Paul Hart, executive director, Knight Frank Paul is a Chartered Surveyor with a broad base of experience covering valuation, property due diligence, retail and development consultancy. Based in Hong Kong for 20 years, he has extensive property experience in Greater China. Paul was appointed an Executive Director in 2004 and he is a member of Knight Frank’s Greater China Board overseeing Knight Frank’s delivery of real estate services to support capital market and private equity transactions in Hong Kong and China. Paul is also an advisor to HSBC on the management of their Hong Kong Estate including the disposal of repossessed properties.

China Legal Career China Legal Career (CLC) is the leading legal recruiting firm that provides top quality services for foreign law firms and MNCs in China. As a member of Mlegal Group, CLC draws on its extensive international resources to serve the top echelon of the legal markets in the US (offices in San Francisco and Palo Alto), UK (office in London) and China (offices in Beijing and Shanghai). By operating internationally for 20 years and in China for 4 years, Mlegal/CLC has already built a network and reputation in the market as the #1 choice for clients and legal professionals when it comes to legal recruitment and career development. Contact details Beijing: joy.zhang@chinalegalcareer.com, Phone: (10) 65102236 Shanghai: michelle.wang@chinalegalcareer.com, Phone (21) 63607270 Frazer Xia, founder and managing director, China Legal Career Founder and MD of CLC with 20 years business experience. He started his career in china when he returned to China from his MBA study in the US in 1987. He was the EVP of a German MNC in Shanghai in the mid of 1990’s and a co-founder of Bexcel Management Consultants in 1998. In the early 2000’s he became the COO/CFO of an accounting/ERP company and the COO of a Cisco/Time Warner invested company in Beijing, www.legalbusinessonline.com

Frazer founded CLC in early 2006 and has extensive connections in the market with senior legal professionals. He holds a MBA from the University of New York in 1986.

MWE China Law Offices MWE China Law Offices is a Chinese law firm with a seasoned and integrated professional team based in Shanghai licensed to practise in the People’s Republic of China. MWE China’s practice includes advising on all areas of Chinese and international law, and the Firm is able to effectively service clients and their expanding interests in China and beyond. MWE China Law Offices is strategically aligned with McDermott Will & Emery LLP, a leading international law firm of 1,000 lawyers with 16 offices in the United States and Europe, to provide global companies based within and outside of China superior global client service with access to leading lawyers within China and around the globe. Contact details 28th Floor Jin Mao Building, 88 Century Blvd. Shanghai Pudong New Area. PR China 200121 Tel: 86-21-61050502 Fax:86-21-61050501 John Huang, Managing Partner 86-21-61050588 johnhuang@mwechinalaw.com Kevin Qian, Managing Partner 86-21-61050566 kqian@mwechinalaw.com John Huang, managing partner, MWE China Law Offices John Z.L. Huang is the founding partner of MWE China Law Offices (MWE China) and serves as its managing partner. In brief, John focuses on creating practical comprehensive solutions for a diverse array of multinational corporate clients. Providing legal counsel in China for over 20 years, he has handled numerous landmark cross-border transactions and disputes for both Fortune 500 and wellknown Chinese enterprises. John also has been nominated or has received several prestigious legal awards over the past 10 years, and he was named twice by ALB as one of the ‘Hot 25’ lawyers in China.

Jade & Fountain PRC Lawyers Jade & Fountain PRC Lawyers has emerged as one of the premier law firms in China. Tracing its history back more than 20 years, Jade & Fountain’s lawyers have been regarded as extremely knowledgeable and well-versed in many legal areas and boast an acute understanding of both global trends and local conventions. Jade & Fountain’s philosophy is grounded in being responsive, result-driven, and trustworthy in providing legal services to its clients. In 2009, Jade & Fountain has represented our clients in many high-profile projects, including advising on the Shanda Games’ Initial Public Offering (valued at over US$1billion), and also serving as counsel to GM in its 1% share transfer of Shanghai GM to SAIC. Contact details 31st Floor, Tower B, Far East International Plaza, 317 Xianxia Road, Shanghai 200051, P.R.China Tel: +86 21 6235 1488

Fax: +86 21 6235 1477 Email: scott.guan@jadefountain.com Website : www.jadefountain.com Scott Guan, managing partner, Jade & Fountain PRC Lawyers Scott Guan is Jade & Fountain’s managing partner. Scott has extensive experience in mergers and acquisitions, PE and VC investments, capital markets, foreign direct investment, dispute resolution, as well as general corporate and business advice. Scott has practiced law with leading Chinese, Canadian and British law firms in Shanghai, Toronto and Hong Kong. Scott is continuously recognised in The International Who’s Who of Business Lawyers and other publications as one of the leading lawyers in China. In addition to his practice, Scott is an adjunct professor with the Law School of Fudan University and is retained as an arbitrator by the Shanghai Arbitration Commission.

Thomson Reuters Thomson Reuters Legal is a leading provider of information solutions to legal, tax, accounting, intellectual property, compliance and other business professionals, as well as government agencies. Thomson Reuters Legal is the largest publishers of legal textbooks and materials. We also offer a broad range of products and services which includes electronic databases of legal, regulatory and business information and news, and software to assist lawyers and accountants with practice management functions. We have been serving China’s legal professionals since 2002. Westlaw China online legal database is one of our key products. It is a powerful legal research tool customised for legal professionals in China. Stephen Yao, chief executive officer, Thomson Reuters Legal China Stephen Yao is the CEO of Thomson Reuters Legal China. He is fully responsible for the development and growth of Thomson Reuters Legal in China, and formulation of the overall strategy of Westlaw China online legal database in the global market. Prior to joining Thomson Reuters Legal in 2008, Yao served as the chief strategy officer of ChinaTimes Group in Beijing, as managing director for Asia-Pacific of Standard & Poor’s Fund Services and as general manager for the Northeast Asia of Dow Jones in Hong Kong. Yao was born in Taiwan and achieved his MBA in the US.

Offshore Incorporations Group Offshore Incorporations Group (OIL) is Asia’s leading company formation specialist. OIL has 25 years of experience serving clients throughout Asia including leading professional firms, financial institutions and public listed companies. OIL has a highly experienced team of over 200 professionals, dedicated to providing company formation and a broad range of post incorporation services to our clients, and has recently opened a Shanghai office to provide full support to our clients in the PRC. By leveraging OIL’s expertise in company formation and strong alliances with trusted professional partners, clients receive unparalleled services and support that complement their business needs.

61


FEATURE | Australia firms in China >>

The amount of opportunity for law firms in post-financial crisis China is unprecedented, but with cut-throat competition between them, who will get the biggest share? ALB talks to Australia’s top law firms on their strategies for China

T

here is an ancient Chinese proverb: always more diggers than gold (僧多粥少). And while China is today’s land of golden opportunities, Australia’s top law firms have all been busy digging.

New opportunities

“The financial crisis has shifted the balance of East and West”, says Allens Arthur Robinson’s head of greater China M&A, Campbell Davidson. “The financial crisis has rushed China into a role we may have expected from it 2030 years down the track. The supply of corresponding legal infrastructure has not kept up pace with these accelerated financial leaps.” It is a race between law firms, both foreign and local, to capture the biggest share of this ‘once-in-a-global economic cycle’ opportunity. And several Australian firms are in the starting blocks.

Australian rivals

Finding a competitive edge in China: strategies of Australia’s top law firms 62

Australian firms have real trouble differentiating themselves in their home market, given its extreme saturation. The Chinese market for legal services is much broader, hence the differences between the China practices of these firms become far more apparent. Australian firms have each developed a fairly unique operating model and strategy for dealing with the biggest two challenges to thriving in the mainland, culture and business. Firstly, the major hurdle of culture and language is challenging because it is subtle and profound, says Freehills’ international managing partner John Curtis. “It is very difficult to master for a non-Chinese lawyer. In fact with reference to working in Beijing, it is very hard even for a mainland but nonBeijing lawyer to master.” He says that when interacting with Chinese clients, ISSUE 7.3


FEATURE | Australia firms in China >>

it requires an enormous amount of time and energy to understand one another and avoid tensions. The second big obstacle, heavily pinned to the first, is obtaining work. While it is old news that relationship building and reputation is a must for attracting work here, each firm has sought to develop its own unique niche areas and attractions. The most obvious division in how Australian firms tackle the big two is between those with onshore physical presence and those with an Australian-based China practice operating on a fly-in-fly-out model. Most of the Australian John Curtis top-tier firms have Freehills vouched for this option, but even within this classification, subtle but significant distinctions can be made. Mallesons Stephen Jaques, by far, has the biggest physical presence in Greater China but it leverages largely off its Hong Kong office, where its critical mass is based. Allens Arthur Robinson is more active in the mainland and markets its ‘firsts’ in China: it is the first Australian firm to have established three offices in China. Davidson said that the recent opening of its new Beijing intellectual property office also made it the first international firm licensed to work on IP matters. Blake Dawson has also put the strategic focus on China. Blake Dawson's head of China practice, Michael Wadley, says the firm had made a strategic decision not to target Hong Kong. “Hong Kong is essentially a place where money flows through,” Wadley says. “We are interested in developing a presence in China, where

“The financial crisis has rushed China into a role we may have expected from it 20-30 years down the track. The supply of corresponding legal infrastructure has not kept up to pace with these accelerated financial leaps” the assets are. They are the bosses at the end of the day.” Minter Ellen’s international managing partner Mark Green says that their China office serves as an effective marketing tool. Minter’s Shanghai base is a small representative office on the ground, which acts as their eyes and ears by building contacts and bringing work home. Corrs’ co-head of the China business practice Anthony Latimer tells ALB that the firm has expanded its client base in China by working on high-profile matters and direct referrals. And mid-tier Australian firms have made up for their quieter presence in China through other means. Hunt & Hunt’s China partner Jim Harrowell says that the firm’s China practice enjoys an additional stream of referred work from the firm’s membership of Interlaw. This may be a rich source of business given that Hunt & Hunt is the only Australian member of this international association of commercial law firms from around the globe.

Advantages

There are many advantages of having an onshore presence; with the most obvious being presence. Yet Corrs Chambers Westgarth’s Latimer said that physical presence makes little difference, as long as Australian-based staff make themselves available and mobile. “Not being across the road

Campbell Davidson

Allens Arthur Robinson

means we cannot be at their office in half an hour, but we can hop on a flight and be there in eight hours.” The firm is an example of an offshore law firm, with six partners across its Melbourne, Sydney, Perth and Brisbane offices dedicated to China-related work. Minter’s Green says “being able to give real-time advice on the ground when it is needed is a real attraction to our clients”. Wadley from Blake Dawson says that advice with immediacy has strong roots in Chinese culture. “When you are eating at a restaurant in China, you can see this. The customers are screaming: give it to me now!” Offshore firms may also have a harder time getting over the cultural barrier. Latimer says the solution is a combination of modern technology, strong language skills in Australia and senior partners who have spent most of their lives in China. But Green insists that this is no substitute. “When you are in the same room, you can read body language across the table that you can never get from a telephone conversation over a screen”, he says. Because doing business in China is relationships driven, onshore firms enjoy yet another advantage. Bonds surely form faster with someone over hotpot than from four thousand miles away. ALB The complete version of this article appears online at www.legalbusinessonline.com

►► Onshore firms Firm

No of offices in China

Mallesons

Beijing, Shanghai, Hong Kong Shanghai,Beijing, Beijing IP, Hong Kong Shanghai, Hong Kong (Beijing open in 2010) Shanghai Shanghai Beijing, Guangzhou

Allens Minter Ellison

Blake Dawson Hunt & Hunt MMLC

www.legalbusinessonline.com

No of partners/feeearners in China (HK + PRC) 110

No of partners in HK

No of partners in PRC

No of fee-earners (ex-partners) in HK

No of fee-earners (ex-partners) in PRC

13

77

16

45

5

4 (3 in Beijing, 1 in Shanghai) 2

Year established in PRC 1989

18

20

1996

35

7

0

22

6

1999

7 2-4 (depending on need) 30

nil nil nil

1 0 5

nil nil nil

6 2-4 depending on need 30

1998 1998 2002

63


Feature | tax ranking >>

ALB’s leading tax law firms 2010* *Listed in alphabetical order under each jurisdiction

Greater China ►► PRC

• Jun He • JunZeJun • Shanghai Fortran

►► HONG KONG • Deacons

►► TAIWAN

• Lee and Li • Yuan, Chen & Partners

►► INTERNATIONAL

• Baker & McKenzie • Jones Day

Rest of Asia ►► INDIA

• Amarchand & Mangaldas & Suresh A Shroff • Nishith Desai • Vaish Associates Advocates

►► INDONESIA

• Hadromi & Partners • Mochtar Karuwin Komar • Soewito Sudhardiman Eddymurthy Kardono

►► JAPAN

• Anderson Mori & Tomotsune • Nagashima Ohno & Tsunematsu

►► KOREA

• Kim & Chang • Yulchon

►► MALAYSIA

• Lee Hishamuddin Allen & Gledhill • Nik, Saghir & Ismail • Shook Lin & Bok

►► THE PHILIPPINES

• Romulo Mabanta Buenaventura Sayoc & de Los Angeles • SyCip Salazar Hernandez & Gatmaitan • Zambrano & Gruba

►► SINGAPORE

• Allen & Gledhill • Drew & Napier • WongPartnership

►► VIETNAM

• Phuoc & Partners • VILAF • YKVN

64

ALB’s Leading Tax Law Firms

A

sia’s tax law landscape has arguably never been as diverse. Never before has competition for a share of tax advisory work across the region been as hotly contested. Full-service international and domestic law firms and the fast-emerging cache of sophisticated boutique and specialist law firms are facing off for the same work – and often for the same clients. But the advisory side of the practice area is arguably much more complex than any other. Apart from the competitive pressures described above, law firms who operate in this space also have the ‘Big Four’ accounting firms to contend with; and in some jurisdictions it is the likes of KPMG, Deloitte, Ernst & Young and PwC who cast the most conspicuous shadows over the service arena. But the good news for the region’s tax lawyers is that the legal and advisory hierarchies are far from set in stone. The financial crisis, coupled with the increasing pace of legislative change across the region and the continued calls for countries to internationalise their tax regimes, are factors. At the same time, clients’ expectations are changing. In an environment where budgets for the procurement of external professional services have been cut at most companies, most respondents indicated they are now more likely to handle tax-related issues in-house than they were 18 months ago. But when they do need outside advice, in-house lawyers, department heads, executives and decision-makers at Asian companies are looking for lawyers to play a much broader role than just that of an advocate or adviser.

State of the market

Although the financial crisis effectively dried up available funding and was responsible for reducing transactional levels to modest rates when compared to those of 2006 and 2007, many of Asia’s companies weathered the economic storms of the past 18 months in a much better fashion than their counterparts in the US and Europe. Despite Asia being a relative safe haven during this period, many

companies in the region turned their attention away from making acquisitions and towards getting their own house in order. For a great number this involved some level of corporate restructuring and a re-evaluation of their tax positions. This upturn in restructuring came as something of a godsend for tax lawyers across Asia. Not only was the work on offer here commensurate to that which they had derived from the mega-M&A and capital markets deals, but in some cases was far outstripping it. Just as companies have used the downturn to focus on coming out of the recession in a stronger position, so too have regulators across the region used this downtime to align their countries’ tax law regimes with international standards. It’s an opportunity to replenish their coffers with tax-derived revenues that they may have chosen to forego in calmer economic times. The ambiguity that has accompanied tax law revisions in the PRC, income tax amendments in Indonesia, or tax increases in Japan and Korea has generated a flow of instructions for lawyers there. The introduction and ISSUE 7.3


Feature | tax ranking >>

development of transfer pricing (TP) and advance pricing arrangements (APAs) in other jurisdictions has proved equally as fruitful. This is not to mention the marked increase in tax disputes work and litigation which respondents report is reaching record highs.

What the clients want

Tax law is an area of practice that presents a unique set of challenges – something that is borne out in ALB’s in-depth survey of in-house lawyers and tax professionals across the region. While a high number of inhouse lawyers have noted that they are handling more work, they are still looking to outsource work in select areas, but are even more selective in respect of who they choose to use.

them for tax advice is a better option that using an accounting firm,” said one respondent, who is the general counsel and tax department head at a Hong Kong-based company. “Being flexible on costs should not be the ace in your hand if you’re a law firm … it’s compulsory when it comes to tax advice and I’m surprised by the number of law firms out there who stand their ground on costs issues and refuse to budge.” Others also wanted their external legal advisors to leverage the experience within their respective firms more wisely. One survey respondent, who was previously head of a US law firm’s Asia tax practice, said “I’ve always thought that the advantage that law firms have over

“We really want law firms in this area to be offering something unique to us, to be able to come to us and show us how using them for tax advice is a better option that using an accounting firm” Law firms seeking to pick up a slice of this advisory work face more hurdles in tax law than in any other area of practice, not least of all because of the presence of accounting firms. However, cost flexibility was cited as the most pressing issue. “We really want law firms in this area to be offering something unique to us, to be able to come to us and show us how using

the Big Four is that they have access to resources that accountancy firms do not… here you can bring in your firm’s regulatory, capital markets, M&A and insurance experience to help shed light on a client’s problems and give them a really comprehensive picture of the problems confronting them.” This respondent goes on to note that structure and culture of some law firms

often prevents this from happening. “At some law firms, and this was the case where I worked, the tax guys were keen to protect their clients from the banking & finance and corporate guys. Similarly the banking & finance and corporate teams were reluctant to get involved because there was little chance of any sustained work coming out of it for them… that’s the wrong attitude to have, given that the competition [the Big Four] are better in this area, and many others.” “It is crucial that when we use external lawyers they are able to assess our tax issues at both a broad and specific level,” said another. “Tell me what I need to know about my legal requirements in this particular situation, but also how this connects to my operations in another part of the world or that of my subsidiaries across the border … this is how the law firms can offer us something that accounting firms cannot.” Interestingly, seminars and briefings, informative newsletters and succinct regulatory updates were all considered by respondents to be important. “Some law firms do this really well,” said one in-house lawyer. “They realise that I’ll sometimes miss important developments, and will provide an update through one means or another. If I receive something like this through email or seminars and it’s relevant to my business, there is a good chance I’ll pick up the phone and request further information.” ALB

Shanghai Fortran Law Firm

is famous at financial advisory, tax services and tariff practice in China. Lawyers at Fortran Law Firm are experts on both law and tax with compound education background. They are not only lawyers but also CPAs. Our client service teams, under the leadership of partners, help create safety solutions for business operating and transactions. • Real Estate Finance and Tax Planning • Tax Transaction • Financial Transaction • International Taxation • Bankruptcy Finance and Tax • Transfer Pricing • Financial and Tax Issues Settlement

www.legalbusinessonline.com

Contact Details Address: 22 Floor, Purple Mountain Hotel , No.778 Dongfang Road, Shanghai, China Telephone: 86-21-58871391 | Fax: 86-21-68868178 Website: http://www.cpa-lawyer.net(Chinese) | http://www.cpa-lawyers.net(English)

65


MARKET DATE | M&A | M&A Market Data >> >> In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Greater China (20 February, 2010 - 19 March, 2010) Announcement Date 01-Mar-10

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

American International Assurance Company Limited

Advising seller: Davis Polk & Wardwell; Debevoise & Plimpton; Norton Rose; Simpson Thacher & Bartlett; Sullivan & Cromwell; Weil Gotshal & Manges

Prudential Plc

Cleary Gottlieb Steen & Hamilton; Slaughter and May

Shanghai Pudong Development Bank (20% stake)

14-Mar-10

Bridas Corporation (50% stake)

15-Mar-10

Tommy Hilfiger Corporation

Shanghai United Law Firm

Deal Value (USDm)

American International Group Inc

35,500

Advising financial advisors (Credit Suisse; HSBC Bank; JPMorgan Cazenove; Lazard): Herbert Smith/Gleiss Lutz/Stibbe

Advising seller's financial advisors (Citigroup; Goldman Sachs):Cravath Swaine & Moore 10-Mar-10

Seller Company

China Mobile Limited

5,831

China National Offshore Oil Corporation Ltd Herbert Smith/Gleiss Lutz/ Stibbe; Simpson Thacher & Bartlett

Phillips-Van Heusen Corporation

Wachtell, Lipton, Rosen & Katz

Bridas Energy Holdings Limited

3,100

Apax Partners LLP

3,009

Advising financial advisor (Peter J Solomon): Willkie Farr & Gallagher

02-Mar-10

Sichuan Swellfun Company Limited (60.29% stake)

Diageo Plc

Haiwen & Partners; Slaughter and May

839

17-Mar-10

China Shouguang Agricultural Product Logistic Park (30% stake)

Blackstone Group Holdings LLC; Atlantis Investment Management Ltd; and Warburg Pincus LLC

Freshfields Bruckhaus Deringer

600

25-Mar-10

Shell Electric Mfg (Holdings) Company Limited (76.92% stake)

China Overseas Land and Investment Limited

Paul Hastings Janofsky & Walker

495

Mallesons Stephen Jaques

Advising financial advisor (JPMorgan): Skadden Arps Slate Meagher & Flom

03-Mar-10

Shenzhen Zhonghai Investment Management Company Limited

China State Construction Engineering Corporation Limited

Dacheng Law Firm

04-Mar-10

ACL Bank Public Company Limited (80.74% stake)

Industrial and Commercial Bank of China Limited

Linklaters

25-Feb-10

Air China Cargo Company Limited (49% stake)

Advising seller: Freshfields Bruckhaus Deringer

China State Construction Engineering Corporation

472

453

Cathay Pacific Airways Limited

Air China Limited

244

Notes: Based on announced deals, including lapsed and withdrawn bids, from 20 February 2010 to 19 March 2010•Based on geography of either target, bidder or seller company being China, Hong Kong, Macau or Taiwan•Includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from table include property transactions and restructurings where the ultimate shareholders' interests are not changed•League tables are ranked by volume•Q1 10 * = 1 January 2010 to 19 March 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - Mar 19, 2010) Rank

House

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - Mar 19, 2010)

Value (USDm)

Deal Count

Rank

House

Value (USDm)

1

Jones Day

1,352

7

1

China International Capital

2

Freshfields Bruckhaus Deringer

1,045

7

2

Morgan Stanley

3

Slaughter and May

38,659

4

3

4

Haiwen & Partners

2,777

4

4

5

Grandall Legal Group

142

4

5

Optima Capital

6

Cleary Gottlieb Steen & Hamilton

35,950

3

6

Guotai Junan Securities

7

Baker & McKenzie

5,305

3

7

Somerley

8

Skadden Arps Slate Meagher & Flom

1,563

3

8

Goldman Sachs

9

Latham & Watkins

369

3

9

10

Lee and Li Attorneys at Law

163

3

10

Based on geography of either target, bidder or seller company being China, Hong Kong, Macau or Taiwan

Deal Count

8,098

6

30,888

5

Deutsche Bank

36,531

4

Citigroup

35,574

4

201

4

6,505

3

2,013

3

35,950

2

JPMorgan

3,595

2

UBS Investment Bank

1,863

2

Based on geography of either target, bidder or seller company being China, Hong Kong, Macau or Taiwan

Greater China M&A Activity - Quarterly Trends 350

70,000

300

50,000

250

40,000

200

30,000

150

20,000

100

10,000

50

0

66

Value (USDm) Volume

Q1 03

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10*

Number of deals

Value (USDm)

60,000

0

Greater China Legal Business ISSUE 7.3 ISSUE 7.3


Market Data | capital markets >>

Equity Capital Markets TRANSACTIONS List China, Hong Kong Feb 28 - Mar 27 Issuer

Proceeds (USDm)

Issue Date

Currency

Bookrunner(s)

Sector

2,639.0 511.3 368.8 247.4 236.0 208.1 184.0 166.9 152.8 146.6 126.8 125.7 97.1 94.3 93.3 82.7 81.9 80.1 78.3 78.3 71.8 70.8 70.3 69.7 68.9 60.9 51.6 49.0 47.1 42.3 40.8 39.6

11/03/10 17/03/10 19/03/10 10/03/10 03/03/10 05/03/10 18/03/10 04/03/10 04/03/10 02/03/10 25/03/10 10/03/10 17/03/10 17/03/10 15/03/10 01/03/10 17/03/10 01/03/10 10/03/10 19/03/10 04/03/10 05/03/10 01/03/10 19/03/10 22/03/10 05/03/10 05/03/10 26/03/10 04/03/10 18/03/10 08/03/10 05/03/10

CNY CNY HKD CNY USD CNY USD CNY USD HKD USD CNY CNY CNY CNY CNY CNY CNY CNY KRW CNY CNY CNY HKD HKD CNY CNY HKD CNY CNY SGD CNY

China International Capital Co; Goldman Sachs Gao Hua; UBS Securities Co Ltd China Galaxy Securities Co UBS AG; Morgan Stanley; BOC International (China) Ltd Fortune Securities Goldman Sachs & Co China International Capital Co Credit Suisse; Goldman Sachs (Asia); Barclays Capital Northeast Securities Ltd. Jefferies & Co Inc BOC International (China) Ltd Goldman Sachs & Co; Morgan Stanley Pingan Securities Co Ltd Guangfa Huafu Securities Co Guosen Securities Co Ltd Guosen Securities Co Ltd Shenyin Wanguo Pingan Securities Co Ltd China Securities Co New Time Securities Co Ltd NH Investment & Sec Co Ltd; Woori Invest & Sec Co Ltd China Dragon Securities Co Ltd Hongta Securities Co Ltd Orient Securities Co Ltd BNP Paribas (Hong Kong) Nomura International (HK) Ltd; Standard Chartered Asia Ltd GF Securities Industrial Securities Co Ltd China Everbright Secs (HK) Hongyuan Securities Co Ltd China Dragon Securities Co Ltd UOB Kay Hian Private Ltd DaiwaSMBC-SSCSecurities

Financials Energy and Power Retail Consumer Products and Services Consumer Products and Services High Technology High Technology Industrials Healthcare Industrials Media and Entertainment Industrials High Technology Materials Industrials High Technology Materials High Technology Industrials Consumer Staples High Technology High Technology Healthcare Retail High Technology High Technology Industrials Consumer Staples Materials High Technology Consumer Products and Services Materials

254.6 230.0 197.8 183.7 105.7 98.0 77.3 70.9 62.6 55.0 44.1 33.8 32.9 31.3 30.7

23/03/10 04/03/10 17/03/10 25/03/10 25/03/10 11/03/10 10/03/10 12/03/10 09/03/10 24/03/10 18/03/10 25/03/10 17/03/10 11/03/10 11/03/10

SGD USD CNY HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD TWD

Consumer Staples Financials Consumer Staples Materials Telecommunications Materials Energy and Power Consumer Products and Services Industrials Industrials High Technology Media and Entertainment Media and Entertainment High Technology Industrials

18/03/10 19/03/10 11/03/10 11/03/10 08/03/10 08/03/10

HKD HKD HKD HKD HKD HKD

Citi; Goldman Sachs & Co HSBC Investment Bank Asia Ltd; Goldman Sachs (Asia) UBS AG; Macquarie Equities (Asia) Ltd Union Bank of Switzerland; RBS Goldman Sachs & Co Morgan Stanley (Asia) Ltd DBS Bank Ltd Sun Hung Kai Financial Svcs CCB International Capital Ltd BOC International (China) Ltd; DBS Asia Capital Ltd Macquarie Equities (Asia) Ltd Upbest Securities Piper Jaffray Inc Yardley Securities Limited BankTaiwan Securities Co Ltd; First Securities Inc; Grand Cathay Securities Corp; IBT Securities Co Ltd; Land Bank of Taiwan; President Securities Corp Polaris Securities (Hong Kong) Vision Finance International UBS (Hong Kong) Kingston Securities Limited Yardley Securities Limited Chung Nam Securities Ltd

26.8 26.8 24.0 23.9 14.7 13.9

China China Merchants Bank Co Ltd Chongqing Water Group Co Ltd Zhongsheng Group Holdings Ltd Zhejiang Yasha Decoration Co Ctrip.com International Ltd East Money Information Co Ltd Trina Solar Ltd Zhejiang Weixing New Bldg Co Mindray Med Intl Ltd AviChina Industry & Tech Co China Lodging Group Ltd Shandong New Beiyang Info Tech Nanjing Keyuan Automatic Corp Shandong Loften Aluminium Foil Jiangxi Sanchuan Water Meter Shenzhen Zowee Tech Co Ltd Chongyi Zhangyuan Tungsten Co Beijing Sevenstar Electro Co Hubei Guochuang Hitech Matl Co China King-Highway Holdings SureKAM High-Tech Co Ltd Fujian CEE Installations Zhejiang Yatai Pharma Co Ltd Huiyin Household Appliances TCL Multimedia Tech Hldgs Ltd Suzhou Goldengreen Tech Ltd Sichuan Haite High-Tech Co Ltd Flyke Intl Holdings Ltd Shandong Lipeng Co Ltd Qiming Info Tech Co Ltd Qingmei Group Holdings Ltd Shanghai Conant Optics Co Ltd

Hong Kong Noble Group Ltd PB Issuer(No2)Ltd China Green(Holdings)Ltd Fook Woo Group Holdings Ltd Vtech Holdings Ltd CITIC Pacific Ltd China Water Affairs Group Ltd APAC Resources Ltd Poly Development Holdings Ltd Far East Global Group Ltd Digital China Holdings Ltd Hybrid Kinetic Group Ltd China Chief Cable TV Group Ltd Truly International Good Friend Intl Hldgs Inc Artel Solutions Grp Hldg Ltd Beijing Ppty(Hldgs)Ltd Burwill Holdings Ltd See Corp Ltd China AU Group Holdings Ltd Mascotte Holdings Ltd

High Technology Consumer Products and Services Financials Media and Entertainment Healthcare Consumer Staples

DEBT CAPITAL MARKETS TRANSACTIONS LIST China, Hong Kong Feb 28 - Mar 27 Issuer

Proceeds (USDm)

Issue Date

1,582.2 659.3 659.2 512.8 293.0 249.1 234.4 219.8 219.7 219.7 175.8 170.0 161.1 146.5 146.5 146.5 146.5 146.5 146.5 146.5 117.2 102.5

17/03/10 16/03/10 05/03/10 17/03/10 08/03/10 10/03/10 08/03/10 17/03/10 08/03/10 09/03/10 02/03/10 18/03/10 18/03/10 04/03/10 04/03/10 09/03/10 09/03/10 16/03/10 18/03/10 18/03/10 09/03/10 11/03/10

73.2 43.9 495.4 64.5 38.6 25.8 23.2

Currency

Bookrunner(s)

Sector

CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY USD CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY

Industrial & Comm Bank China; China Everbright Bank Shanghai Pudong Development Bk Industrial Bank Co Ltd China Construction Bank; China Citic Bank Agricultural Bank of China; Shanghai Pudong Development Bk Bank of Beijing Industrial Bank Co Ltd China Construction Bank; China Citic Bank Bohai Securities Co Ltd China Development Bank; Pingan Securities Co Ltd Pingan Securities Co Ltd HSBC Holdings PLC China Minsheng Banking Corp China Minsheng Banking Corp Agricultural Bank of China Guosen Securities Co Ltd Essence Securities Co Ltd China Merchants Bank China Merchants Bank China Everbright Bank; Industrial Bank Co Ltd Jiangnan Securities Co Ltd Hengtai Securities Co Ltd

Materials Industrials Materials Energy and Power Industrials Industrials Financials Energy and Power High Technology Financials Industrials Financials Materials Financials Financials Industrials Industrials Materials Materials Financials Industrials Healthcare

18/03/10 08/03/10

CNY CNY

Industrial & Comm Bank China CITIC Securities

Industrials Financials

12/03/10 12/03/10 04/03/10 03/03/10 08/03/10

USD HKD HKD HKD HKD

Barclays Capital; Citi; HSBC Holdings PLC; Standard Chartered Bank PLC Standard Chartered Bank (HK) Standard Chartered Bank (HK) RBS HSBC Holdings PLC

Energy and Power Financials Financials Financials Financials

China Shenhua Group Corp Ltd Sichuan Expressway Co Ltd JISCO China Southern Power Grid Co Tianjin Port Free Trade Zone Sinoma Jiangsu Guoxin Investment Grp China Southern Power Grid Co Tianjin Hi-Tech Hldg Grp Co Yinchuan Urban Constr Invest Yingkou Port Liability Co Ltd CDB-Hong Kong Branch Shandong Chenming Paper Hldgs Chengdu Xingrong Invest Co Ltd Wuhan City Constr Invest Dvlp Fu Yang City Constr Invest Jiamusi New Times City Constr Xinwen Mining Group Co Ltd Huaibei Mining Group Co Ltd Xian City Infrastructure Nanchang Honggutan Invest Shandong Coml Grp General Corp Road & Bridge Constr Invest Xiamen City Commercial Bank

Hong Kong CLP Power Hong Kong Financing Hongkong Land Notes Co Ltd The Link Finance (Cayman) 2009 Hong Kong Mortgage Corp Ltd Wharf Finance (BVI) Limited

www.legalbusinessonline.com

67


LONDON • PARIS • HONG KONG • BEIJING • SHANGHAI • SINGAPORE • BRISBANE • MELBOURNE • PERTH • SYDNEY • AUCKLAND • WELLINGTON

伦敦

巴黎

香港

北京

上海

新加坡

布里斯本

墨尔本

柏斯

悉尼

奧克兰

威灵顿

Markets Are Blooming: Is Your Career? In-house Chief Compliance Officer (5-8 yrs pqe) Shanghai Senior compliance professional urgently needed for a high level position. You must have substantial experience in both securities and supervisory roles with at least five years in a financial institution and PRC Securities Company Senior Management Qualification. Junior candidates and those with little or no management experience should not apply. Fluent Mandarin and excellent English skills are a must. Ref: 8736/CB Senior Legal Counsel (7-10 yrs pqe) Shanghai Corporate lawyer with leadership experience is needed to support a major business unit of this global conglomerate. The successful candidate has a demonstrated ability to proactively resolve issues by applying both business and legal judgment. Fluent Mandarin is an asset. Ref: 8743/CB Legal Compliance Leader (7-12 yrs pqe) Shanghai This Fortune 500 corporation needs you to help lead and develop their compliance program for the entire APac region. You must be comfortable in a multicultural environment and have the experience necessary to drive compliance programs that support business development. Excellent spoken and written English and Mandarin skills are a must. Ref: 8742/CB Regional Legal Counsel (8+ yrs pqe) Singapore US medical devices company seeks a senior lawyer with drive and initiative to take on an autonomous role. You will provide general legal advice and support to the commercial team and senior management. Jurisdictional coverage is APac-wide, including the North Pacific, China and Japan. Must haves include prior in-house experience with a medical or pharmaceutical company and North Asia exposure. Candidates with Mandarin skills have an edge. Incumbent must be willing to travel. Ref: 8645/CB Legal Counsel (6+ yrs pqe) Hong Kong Are you Hong Kong qualified? This is an excellent regional role with a top fashion brand. The incumbent will be the main contact point for all legal matters across APac, including contract review, compliance, negotiation, brand protection and general litigation for various markets. Good English with native Cantonese and Mandarin skills are required, other languages a plus. Ref: 8764/CB

Private Practice Junior IP Associate (2-3 yrs pqe) Shanghai Excellent opportunity for a junior lawyer to gain valuable experience at this well known international firm. This role focuses on IP litigation and enforcement in one of the world’s most rapidly developing regions. PRC qualification preferred, fluent English required. Ref: 8720/CB Litigation Associate (2-4 yrs pqe) Hong Kong Top-tier UK firm is seeking a commercial litigator. General commercial litigation experience is required; additional exposure to construction litigation and regulatory issues will be highly regarded. Fluency in written and spoken Mandarin is a must. Ref: 8687/CB Equity Capital Markets Lawyer (2+ yrs pqe) Beijing/Shanghai Our client, a renowned UK firm, is seeking a pair of equity capital markets lawyers for their Beijing and Shanghai offices. The ideal candidates have experience listing PRC companies on the Hong Kong Stock Exchange. Fluent English and proficient Mandarin language skills are required for this role. Ref: 8628 (Shanghai), 8629 (Beijing) Marketing and BD Manager (8 – 12 yrs exp) Shanghai A leading role to handle a breadth of marketing and BD responsibilities for a European based law firm. Duties include pitches, CRM, sector marketing, PR, events and branding. Experience in a law firm in China/Asia or one of the Big 4 is a must. Candidates should be commercially minded, motivated and have good organizational skills. Fluency in spoken and written English is crucial; Mandarin, French or German would be an asset. Ref: 8457/CB

HONG KONG Tel: (852) 2520 1168 Fax: (852) 2865 0925 Email: hughes@hughes-castell.com.hk SINGAPORE Tel: (65) 6220 2722 Fax: (65) 6220 7112 Email: hughes@hughes-castell.com.sg BEIJING Tel: (86) 10 6581 1781 Fax: (86) 10 6581 1773 Email: beijing@hughes-castell.com.hk SHANGHAI Tel: (86) 132 2996 6550 Email: shanghai@hughes-castell.com.hk

www.hughescastell.com


16 April 2010, The Westin Bund Centre Shanghai

Worldwide recognition for Asia’s legal excellence

The most high-profile legal event of the year Join the who’s who of in-house counsel, business and law at the 7th annual ALB China Law Awards 2010. Secure your place at the most popular night on the legal industry calendar and enjoy a gourmet dinner, fine wines, world class entertainment as well as invaluable networking opportunities. Celebrate the achievements and successes of the past twelve months as the winners for 2010 are announced.

BOOK YOUR TABLE NOW! SEATS ARE LIMITED Yes! I want to attend ALB China Law Awards 2010 dinner & presentation ceremony Venue: The Westin Bund Centre Shanghai, 88 Henan Central Road, Shanghai | Date: Friday 16 April 2010 | Time: 6:15pm – Cocktails / 7:00pm – Dinner & Award presentations

BOOK A TABLE OF TEN AND SAVE OVER US$500 Please reserve

table(s) at US$2995 – 1 table seats 10 people

Please reserve

Name:

Address:

Job title:

Tel:

Company:

Email:

seat(s) at US$350 each

Fax:

Dress code: Black Tie / Formal

Host/Contact name:

Award Sponsors:

Cancellation Policy: Written notice of cancellation must be given to Key Media Hong Kong no less than 28 days before the event date. Funds will be repaid less US$58 administration and processing fee. If no such notice is received the fee will remain payable in full.

Fax back to (852) 2815 5225 or Email: michelle@kmimail.com

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China Legal Business 7.3  

The magazine for lawyers and in-house counsel with jobs, firm ratings, legal analysis and all the latest legal news and views