China Legal Business 7.7

ISSUE 7.7

RMB revaluation

Costs and gains for the legal profession

人民币汇改对律师业的微妙影响

ECFA ratification

Landmark agreement boosts cross-Strait practices

ECFA推进两岸法律服务业合作

IPO rally CHINA

Domestic boards seize the day

国内IPO市场业绩备受全球瞩目

CHINA

PLUS

Why DBS chooses the partner not the firm

星展银行中国法务部主管专访

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

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News | editorial >>

The courage to be small

I

n this large country of over 1.3 billion people, the common perception is that bigger is better: bigger cars, houses, roads and shopping centres, bigger buildings, bigger companies and bigger careers.

In today’s fast-changing market, law firms feel pressured to develop new practices and build up critical mass quickly. Many firms have shunned organic growth and accelerated their expansion through mergers or acquisitions of both teams or individuals. This growth method is widely used as a cost-effective and time-saving way to win greater market share, particularly in regional cities.

A few firms which broke into this year’s ALB China 20 list did so through a series of mergers and absorptions. In every case, merging with another firm or firms is a highly complex, high-risk decision. Yet some law firms have determined to go down this route – just for the sake of growing.

To really achieve success a law firm needs to go through a rigorous decision-making process: selecting the partner or team most in line with its strategic aspirations, goals and culture; evaluating the potential target’s practice, performance, market position and client base; as well as considering compatibility between the potential recruit/s and those issues that could arise during integration.

Often, the final conclusion turns out to be that the costs outweigh the benefits. And in this market – where eagerness to merge and expand is prevalent – it takes tremendous courage to turn down a merger proposal.

Firms that have this courage should take pride in their decision to remain eligible ‘bachelors’.

Smaller firms, in general, offer timely, low-cost and focused services. They will be a natural first choice for a wide array of clients. Their flexibility and agility, combined with in-depth knowledge and extensive experience in a particular area of practice, further sharpen their competitive edge against larger peers. Smaller partnerships also mean it’s easier to ensure consistency in quality of service, and minimise the performance differential between partners.

As an American poet once said, it isn’t by size that you win or fail – be the best of whatever you are.

In this market – where eagerness to merge and expand is the prevailing mood – it takes tremendous courage to turn down a merger proposal. Firms that have this courage should take pride in their decision www.legalbusinessonline.com

IN THE FIRST PERSON “There is also certainly a lot of interest from PRC securities firms coming to Hong Kong by way of IPOs, acquisitions or developing a practice here” Esther Leung, DLA Piper (p4)

“Given the rapid market development and emerging client demand, leading PRC firms now have a huge need to recruit lawyers and partners with extensive international exposure and experience” David Liu, Jun He (p32)

“Continental firms have traditionally relied more on strategic investors, which insulated us from the collapse of the financial markets… we didn’t lose as much as others lost” Bernd-Uwe Stucken, Salans (p43)

CHINA

1

CONTENTS >>

contents 38 30 COVER STORY ALB China 20 ALB China’s annual review of the country’s largest firms

CHINA

ANALYSIS 8

Flexible RMB – good for firms?

The legal fraternity expects the gradual appreciation of the RMB will be a positive for the legal services market

10 Economic Co-operation Framework Agreement On the first anniversary of Taiwain opening its borders to investment from the mainland, ECFA is good news for cross-Strait practices 12 International firms still popular Despite the predominant trend of internationally trained lawyers moving to PRC firms, some still see good reasons to go international

FEATURES

Regulars

38 In-house Perspective: DBS Bank Shanghai Many in-house counsels speak of longevity with their employers – but few can assert that they have truly evolved with their companies’ business agendas. ALB catches up with Janet Lin, legal manager of DBS China

4

40 IPO market Will domestic bourses seize the crown from Hong Kong this year?

42 European firms in China European firms entered China late and are relatively small in size. Yet their growth strategies in the past few years, either through acquisitions or alliance building, warrant close attention

DEALS

14 NEWS •

Shanghai HHP finds European ‘best friend’

•

New Australian mining tax deal offers certainty to Chinese investors

•

Simmons & Simmons hires King & Wood partner for Beijing opening

•

New Shanghai boutique targets medium-sized foreign companies

•

Dacheng gains Hong Kong office through merger with Xin Yang

•

AllBright looks to Suzhou for growth

•

Fourth Korean firm lands in Shanghai

•

JT&N enters alliance for Sino-Korean trade

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

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.

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.

Investment into Malaysia

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.

2

Azmi & Associates is reputably known as one of Malaysia’s leading firms in the areas of M&A, capital & debt market, corporate & commercial, energy & utilities, restructuring, projects, construction, privatisation and financing, litigation and arbitration. It is also rapidly building its reputations in the areas of IP and information technology.

ISSUE 7.7

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ALB China issue 7.7

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3

NEWS | deals >>

deals in brief

“There is certainly a lot of interest from PRC securities firms coming to Hong Kong by way of IPOs, acquisitions or developing a practice here. I expect that there will be more acquisitions of Hong Kong securities firms

by PRC companies as well as IPOs” Esther Leung, DLA Piper

| EQUITY MARKET | ►► Guotai Junan International Hong Kong IPO 国泰君安国际香港上市 Value: US$226m

| EQUITY MARKET | ►► Agricultural Bank of China IPO 中国农业银行IPO发行 Value: US$19bn

Firm: DeHeng Law Office Lead lawyer: Wang Li Client: Issuer Firm: Freshfields Lead lawyers: Teresa Ko, Antony Dapiran Client: Issuer Firm: Davis Polk & Wardwell Lead lawyer: Show-Mao Chen Client: Issuer Firm: King & Wood Lead lawyers: Yang Xiaolei, Tang Lizi, Su Zheng

4

HEADLINE DEAL

Client: Underwriter Firm: Herbert Smith Lead lawyer: Tom Chau Client: Underwriters Firm: Haiwan & Partners Lead lawyer: Wang Jianyong Client: Sponsors Firm: Allen & Overy Lead lawyers: David Johnson, Mark Roppel, Linda Lee Client: Sponsors

Yang Xiaolei King & Wood

Wang Li DeHeng Law Office

Firm: Slaughter and May Lead lawyers: Laurnece Rudge, Nilufer von Bismarck Client: Investor • A-share IPO marks critical step in the bank's plan to launch dual listing in Shanghai and HK, which is expected to raise between US$17.6bn and US$23bn • CICC, Citic Securities, Galaxy Securities and Guotai Junan Securities lead underwriters

Firm: Li & Partners (Shenzhen) Client: Issuer Firm: Li & Partners (Hong Kong) Client: Issuer Firm: DLA Piper Lead lawyer: Esther Leung Client: Underwriters • Deal was jointly led by three of the biggest investment institutions in Hong Kong • DLA Piper acted for solo sponsor Guotai Junan International, on the first IPO of a German company on Esther Leung the Hong Kong DLA Piper Stock Exchange, Schramm Holding AG last year • Hong Kong and Shenzhen offices of Li & Partners have advised the issuer on Hong Kong and PRC law respectively • Li & Partners is first Hong Kong law firm established by a PRC lawyer

| DEBT MARKET | ►► Nanjing Yangzi BASF syndicated loan 扬子石化巴斯夫贷款项目 Value: US$2.9bn

Firm: King & Wood Lead lawyers: Carolyn Dong, Cai Yongmei Client: Lead arrangers Firm: Jun He Client: BASF • Loan is the largest financing deal of the year • Lead arrangers were headed

by Bank of China together with China Construction Bank and China Development Bank • Jun He and King & Wood both have renowned banking and finance teams

Carolyn Dong King & Wood

Cai Yongmei King & Wood

| M&A | ►► Hanergy–Apollo Solar Energy acquisition 汉能收购阿波罗股份 Value: US$2.65bn

Firm: Herbert Smith Lead lawyer: Tom Chau Client: Hanenergy • By completion of this transaction, Beijing-headquartered Hanergy Group will become the largest shareholder of Hong Konglisted Apollo Solar Energy Technology Holdings • As part of the strategic investment, Hanergy made Tom Chau equipment Herbert Smith purchase of US$2.55bn from Apollo Solar Energy • Herbert Smith recently also advised China National Petroleum in its US$1.6bn stake acquisition from Syria Shell Petroleum ISSUE 7.7

NEWS | deals >>

| PROJECT FINANCE | ►► National Council for Social Security Fund– Ministry of Railways loan 铁道部贷款项目 Value: US$1.7bn

►► YOUR MONTH AT A GLANCE Firm

Jurisdiction

Deal name

AllBright Allen & Overy Appleby Ashurst Baker & McKenzie

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

Industrial Securities Shanghai IPO Agricultural Bank of China IPO COSTIN New Materials Group Hong Kong IPO Trauson Holdings Hong Kong IPO The Carlyle Group – China Fishery Group stake acquisition

Chiu & Partners

Firm: Zhong Yin Lead lawyers: Zhao Cenghai, Wang Biqin Client: SSF • SSF carried out the investment according to Interim Measures on the Administration of Investments by the National Social Security Fund, and Zhao Cenghai related approvals Zhong Yin from the State Council, Ministry of Finance, Ministry of Human Resources and Social Security • Zhong Yin conducted due diligence of the project in which SSF loans US$17.bn to the Ministry of Railways through a trust company

| EQUITY MARKET | ►► Industrial Securities Shanghai IPO 兴业证券上海首发

Commerce & Finance Conyers Dill & Pearman Fangda Partners Freshfields David Lim & Partners Davis Polk & Wardwell Deacons DeHeng Law Office DLA Piper Fried Frank Grandall Legal Group Guangda Law Firm Haiwen & Partners Herbert Smith Jackson Woo & Associates Jia Hua Law Firm Jingtian & Gongcheng Jun He

King & Wood

Value: US$500m

Firm: Grandall Legal Group Lead lawyers: Sun Li, Liu Wei Client: Issuer Firm: AllBright Lead lawyer: Shi Huanzhang Client: Underwriters • Grandall has had many opportunities to work alongside Industrial Securities when it acts as underwriter for other listings • UBS Securities is the underwriter of the IPO

Latham & Watkins Li & Partners (Shenzhen) Li & Partners (Hong Kong) Maples and Calder

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

China Metal Resources - Shenzhen Huancai Puda Technology stake acquisition Ming Lang Investments shares sale China Liansu Hong Kong IPO Trauson Holdings Hong Kong IPO Blackstone Group – China Animal Healthcare investment

Value (US$m) 500 19,000 79 96 190

Deal type Equity market Equity market Equity market Equity market M&A

272 M&A 87 250 96 45

M&A Equity market Equity market Equity

China/ France China/ Hong Kong China/ Singapore/ Hong Kong China/ Hong Kong China/ US China/ Singapore China/ Hong Kong China/ Hong Kong China/ US China/ Hong Kong China/ Hong Kong China/ Hong Kong

Rhodia – Feixiang Chemical acquisition Agricultural Bank of China IPO The Carlyle Group – China Fishery Group stake acquisition

489 M&A 19,000 Equity market 190 M&A

Agricultural Bank of China IPO Heinz – Foodstar acquisition Blackstone Group – China Animal Healthcare investment Agricultural Bank of China IPO Guotai Junan International Hong Kong IPO Heinz – Foodstar acquisition China Liansu Hong Kong IPO Ming Lang Investments shares sale Industrial Securities Shanghai IPO

19,000 165 45 19,000 226 165 250 87 500

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

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

UFIDA – Infoservice Technology acquisition Agricultural Bank of China IPO Agricultural Bank of China IPO Hanergy – Apollo Solar Energy acquisition Trauson Holdings Hong Kong IPO

72 19,000 19,000 2,650 96

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

China China/ Singapore

Chengdu Zhixin – Sichuan Zhixin CapitaLand stake acquisition Blackstone Group – China Animal Healthcare investment

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

Nanjing Yangzi BASF syndicated loan China Liansu Hong Kong IPO Blackstone Group – China Animal Healthcare investment Agricultural Bank of China IPO Nanjing Yangzi BASF syndicated loan COSTIN New Materials Group Hong Kong IPO Trauson Holdings Hong Kong IPO Trauson Holdings Hong Kong IPO Guotai Junan International Hong Kong IPO

China/ Hong Kong

Guotai Junan International Hong Kong IPO

226 Equity market

China/ Hong Kong China/ Hong Kong China/ Singapore China/ France China/ France

China Liansu Hong Kong IPO Trauson Holdings Hong Kong IPO Blackstone Group – China Animal Healthcare investment Rhodia – Feixiang Chemical acquisition Rhodia – Feixiang Chemical acquisition

250 96 45 489 489

Equity market Equity market Equity M&A M&A

489 45 250 19,000 190

M&A Equity Equity market Equity market M&A

Rajah & Tann Ropes & Gray Shanghai Summit Law Firm Shearman & Sterling China/ France China/ Singapore Skadden China/ Hong Kong Slaughter and May China/ Hong Kong China/ Singapore/ Hong Kong Tian Yuan China WongPartnership China/ Singapore/ Hong Kong Zhong Yin China

Rhodia – Feixiang Chemical acquisition Blackstone Group – China Animal Healthcare investment China Liansu Hong Kong IPO Agricultural Bank of China IPO The Carlyle Group – China Fishery Group stake acquisition UFIDA – Infoservice Technology acquisition The Carlyle Group – China Fishery Group stake acquisition National Council for Social Security Fund – Ministry of Railways loan

84 M&A 45 Equity 2,900 250 45 19,000 2,900 79 96 96 226

Debt market Equity market Equity Equity market Debt market Equity market Equity market Equity market Equity market

72 M&A 190 M&A 1,700 Project finance

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

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5

NEWS | deals >>

“[Industrial securities] has over 100 shareholders, therefore there was a long haul of due diligence work. We had to make sure all shareholders were properly qualified and that the foundation of the company was correctly structured for the listing” Sun Li, Grandall Legal Group

| M&A | ►► Rhodia–Feixiang Chemical acquisition 法国罗地亚收购连云港飞翔 化工 Value: US$489m

Firm: Fangda & Partners Client: Rhodia Firm: Shearman & Sterling Lead lawyer: Jacques Naquet-Radiguet Client: Rhodia Firm: Ropes & Gray Client: Feixiang Firm: Shanghai Summit Law Firm Client: Feixiang • Takeover comes after Rhodia said in April it was looking to do some bolton acquisitions this year in China or Latin America • Completion of the transaction is subject to various customary closing conditions, including approval from Chinese authorities

| M&A | ►► China Metal Resources– Shenzhen Huancai Puda Technology stake acquisition 中国金属资源收购深圳环彩 普达 Value: US$272m

6

Firm: Chiu & Partners Client: China Metal Resources • Hong Kong-listed China Metal Resources will acquire a 51% stake in Shenzhen Huancai Puda Technology from private investor Leung Ngai Man • Hong Kong firm Chiu & Partners worked together with the acquirer’s PRC and BVI legal advisors to complete transaction

| EQUITY MARKET | ►► China Liansu Hong Kong IPO 中国联塑香港上市 Value: US$250m

Firm: Jun He Client: Issuer

Firm: Davis Polk & Wardwell Lead lawyers: John Bick, Kathleen Ferrell, Mark Lehmkuhler Client: Heinz

Firm: WongPartnership Client: Carlyle Group Lead lawyers: Dilhan Pillay Sandrasegara, Linda Wee

Mabel Lui DLA Piper • Heinz acquires Foodstar from Transpac Industrial Holdings, a private equity holding company, and various Transpac funds

| M&A | ►► The Carlyle Group–China Fishery Group stake acquisition 凯雷入股中渔集团 Value: US$190m

Firm: Fried Frank Lead lawyers: Victoria Lloyd, Joshua Wechsler Client: Issuer Firm: Maples and Calder Lead lawyer: Christine Chang Client: Issuer Firm: Commerce & Finance Client: Underwriters

Firm: Baker & McKenzie Client: China Fishery Firm: David Lim & Partners Client: China Fishery

• Investment takes Carlyle's shares in China Fishery up to 13.6% • WongPartnership acted as Singapore counsel for Carlyle Group

| EQUITY MARKET | ►► Trauson Holdings Hong Kong IPO 创生控股香港上市 Value: US$96m

Firm: King & Wood Client: Issuer Firm: Maples and Calder Lead lawyer: Greg Knowles Client: Issuer Firm: Latham & Watkins Client: Issuer

Christine Chang Maples and Calder

Firm: Skadden Client: Underwriters • Liansu managed to raise around US$250m despite unfavourable markets • JP Morgan and UBS acted as joint global coordinators for transaction • Jun He also recently helped NVC Lighting launch its US$196m IPO on the HKSE amidst difficult market conditions

| M&A | ►► Heinz–Foodstar acquisition 亨氏收购福达 Value: US$165m

Firm: DLA Piper Lead lawyer: Mabel Lui Client: Foodstar ISSUE 7.7

NEWS | deals >>

Firm: Jackson Woo & Associates Client: Underwriters

►UFIDA–Infoservice ► Technology acquisition 用友软件收购英孚思为

Firm: Tian Yuan Client: Underwriters Firm: Commerce & Finance Client: Underwriters • Trauson is one of the largest orthopedic surgical equipment producer in China • UBS AG was the global coordinator and UBS, CCB International Capital and Guotai Junan were the Hong Kong underwriters on the deal

| EQUITY MARKET | ►► COSTIN New Materials Group Hong Kong IPO 海东青新材料香港上市 Value: US$79m

Firm: King & Wood Lead lawyers: Hua Lei, Sheldon Tse Client: Issuer Firm: Appleby Lead lawyer: Tan Li Lee Client: Issuer • King & Wood advised the issuer on both Hong Kong and PRC law

| M&A |

Value: US$72m

| M&A |

Firm: Guangda Lead lawyers: James Chen, Pete Zhang Client: Infoservice Firm: Tian Yuan Client: UFIDA

►► Ming Lang Investments shares sale 中国利郎主要持股人铭郎投 资售卖股份 Value: US$87m

Pete Zhang Guangda Law Firm

• Shanghai-listed UFIDA has acquired a 99% stake in Infoservice Information Technology, while its Jiangxi subsidiary obtains the remaining 1% • This is the largest acquisition in the domestic management software industry to date • Tian Yuan is UFIDA’s long-term legal advisor

| EQUITY | Hua Lei King & Wood

Bluestar Corporation, which Fangda Partners was the group’s legal advisor and Commerce & Finance acted for the target company

►► Blackstone Group – China Animal Healthcare investment 中国动物保健品获黑石注资

Firm: Chiu & Partners Client: Ming Lang Firm: Fried Frank Lead lawyers: Victoria Lloyd, Vasiliki Tsaganos, Joshua Wechsler Client: Joint bookrunners • Ming Lang will reduce its stake in China Lilang to 5.71% from 12.38% • Bank of America unit Merrill Lynch and HSBC are joint bookrunners Victoria Lloyd • Latham & Fried Frank Watkins, Jingtian

& Gongcheng, Chiu & Partners and Conyers Dill & Pearman advised on China Lilang’s US$150m IPO in September last year

“Our appointment as the legal advisor in the ABC IPO was a direct result of our strong relationships with both the issuer and the investment banks. this large and complex deal raised a number of unique challenges but the experience gained from having advised China Construction Bank, ICBC and China Merchants Bank on their IPOs has helped" Tom Chau, Herbert Smith

Value: US$45m

Firm: Jingtian & Gongcheng Client: China Animal Healthcare

Sheldon Tse King & Wood

| M&A | ►► Chengdu Zhixin – Sichuan Zhixin CapitaLand stake acquisition 成都置信收购四川置信嘉德 置地50%股份 Value: US$84m

Firm: Jia Hua Client: Sichuan Zhixin CapitaLand • Sichuan Zhixin capitaLand sought out Shanghai firm Jia Hu for this transaction. The firm has 12 partners and 39 other legal professionals in its Shanghai and Beijing offices. www.legalbusinessonline.com

Firm: Rajah & Tann Lead lawyers: Chia Kim Huat and Danny Lim Client: China Animal Healthcare Firm: Deacons Client: China Animal Healthcare Firm: Conyers Dill & Pearman Client: China Animal Healthcare Firm: Jun He Client: Blackstone Firm: Shearman & Sterling Client: Blackstone • Blackstone will subscribe for and CAH will issue US$40m in principal amount of convertible bonds • In 2009, Blackstone Group made an US$600m acquisition of China

7

NEWS | analysis >>

Analysis >>

Flexible RMB – good for firms?

The legal fraternity expects the gradual appreciation of the RMB will have a positive impact on the legal services market. ALB reports

T

he People’s Bank of China’s decision in June to proceed with the reform of the RMB exchange rate regime and to increase the exchange rate flexibility has been welcomed by the global markets, and country leaders such as US President Barack Obama. To the world, a more flexible RMB exchange rate is a constructive step that can help safeguard the economic recovery and contribute to the rebalancing of the global economy. Within the country, however, the new mechanism has led to some debate over its effect on the domestic economy, particularly exports and manufacturing.

Greater currency flexibility will also correspondingly affect the legal services sector. But most market participants anticipate positive changes and have responded enthusiastically to the new arrangements.

“Though the appreciation of the RMB is not expected to have a profound short-term impact, it does represent a significant step towards China’s export economy turning inward,” said John Huang, the managing partner of Shanghai-based MWE China. “In the long run, I also believe that with the revaluation process, RMB will move a step closer to becoming a preferred settlement currency in Asia.”

8

A gradual rise

Unlike the large-scale, one-off RMB appreciation in July 2005, the majority of the legal fraternity – like bankers and economists – expect the currency to appreciate gradually in coming years.

The market is widely foreseeing a 2-3% rise in RMB value against the US dollar over the next 12 months, and a further 5-7% in 2011.

If the rate rises do come gradually their impact John Huang on the legal services MWE China market will be subtle and continual. “There isn’t a big correlation between the amount of legal work and the exchange rate. But wild fluctuations in the exchange rate definitely would be no good to any industries, as it introduces too much uncertainty in the economy,” said Alan Wang, a partner with Freshfields in Shanghai.

“With the anticipation of the exchange rate going up in a gradual fashion and people planning their transactions based on that expectation, we may see slightly less inbound investment in the manufacturing sector, but that should be offset by more transactional work in terms of outbound investment by Chinese companies,” he added.

When the value of the RMB against the US dollar goes up, doing business

and making investments in China will be more expensive. However, in no way does this suggest the total amount of foreign investment will decrease. “In the short term, we may see ‘hot money’ trying to enter China to capitalise on currency appreciation. But ultimately people come to China to take advantage of the vast domestic market” said Wang. “With RMB becoming stronger, the transition to a more consumptiondriven economy will be hastened.

Consequently, China could be a more profitable market [when measured in US or Euro terms] for a lot of foreign investors and companies.”

On the outbound side a stronger RMB will boost China’s purchasing power and should have a positive impact on the overseas M&A activity of domestic companies. “No company would make acquisition decisions based on price alone. So for companies that have no intention to expand or invest overseas, the influence of a higher exchange rate is negligible,” said Wan Li, a partner of DLA Piper in Shanghai.

“But for companies that are venturing out and making acquisitions in other countries, the RMB appreciation is likely to encourage them to shop more aggressively. The price of foreign target companies, assets or commodities will become relatively less expensive.”

Wan has extensive experience ISSUE 7.7

NEWS | analysis >>

representing Chinese companies – many of whom are state-owned enterprises – in overseas M&A transactions, particularly in the natural resources and energy sectors. He sees the government’s approach to allow greater flexibility of the RMB exchange rate offering long-term benefits for his Chinese clients, and his firm’s outbound investment practice.

Please pay in RMB!

In 2005 when the RMB appreciation process first started, many domestic law firms that mainly represent foreign clients switched from the US dollar to the RMB for quoting and charging legal fees. Fangda, whose clientele consists largely of foreign clients, adopted this policy four years ago, to avoid potential losses imposed by the RMB exchange rate rise. The firm still bills certain clients in US dollars, however, as agreed.

Victor Yu “If the value of the Fangda RMB continues to rise,

which is quite likely the case, it would mean foreign clients have to pay more in USD or euros for the same legal service quoted in RMB,” said Victor Yu, a partner in Fangda’s Shenzhen office. “That’s an undesirable outcome from the clients’ perspective, but it’s a fact that foreign investors will need to accept – and it’s a cost that can be offset by the earnings generated in the domestic market and returns from their investments.” Yu also ruled out the possibility that top-tier PRC firms would reduce their RMB billing rates due to the currency appreciation in the foreseeable future.

Compared to local firms, those international firms with China offices have more reasons to look into how RMB appreciation can affect their business and profitability. “In international firms, euro, US dollar or British pounds are the usual accounting currencies. Due to a stronger RMB, the cost base of the China offices which is in RMB will go up a little bit in base currency terms,” said Wang.

Even though the cost base is on

法律业界乐观对待二次"汇改"

中

国人民银行上月宣布，决定进一步推进人民 币汇率形成机制改革，增强汇率弹性。这一 决定受到了世界各国及美国总统巴拉克•奥巴马 等国家领导人的欢迎。国内外律师事务所合伙人 亦对二次汇改将给跨境法律服务业带来的影响表 示相对乐观。 对国际社会而言，人民币采取更灵活的汇率机 制是有助于保障经济复苏及促进全球经济恢复平 衡的建设性一步。然而，新的机制在国内引发了 围绕其对本国经济及特定行业（如出口和制造 业）的影响的激烈讨论。更大的货币弹性亦会相 应影响法律服务业。但大部分法律从业者预期此 举将会对他们的跨境业务有一定积极作用。 “虽然预计短期内人民币升值不会对国内经济造 成深刻影响，但它代表着中国的出口经济向内回 转的重要一步，”上海元达律师事务所管理合伙人 黄仲兰说。“从长远看来，我亦相信，随着人民币 价值重估的进一步推进，人民币将朝向亚洲首选 结算货币迈进。”

缓慢渐进的升值

与2005年7月人民币大规模、一次性升值的方式不 同，大多数法律界人士、有影响力的银行家及经 济学家预计来年升值将是一个缓慢渐进的过程。 当前市场广泛预见，未来12个月人民币对美元升 值或为2-3%，2011年进一步上升5-7%。 如果汇率果真循序渐进地上升，其对法律服务 市场的影响将会是微妙而持续的。“法律工作量 与汇率之间并无密切相关性。但汇率的剧烈波动 会对经济带来太多的不确定性，无疑对任何行业 都没有好处，”富而德上海合伙人王庆说。 王律师表示：“如果汇率确实逐步渐进地上升， 而人们亦据此规划交易，我们可预见制造业可能 www.legalbusinessonline.com

会获得略少的境外投资，但这块业务的下降将被 更多中国公司的境外投资交易所弥补。” 人民币对美元汇率提高，意味着海外投资者在 中国开展业务及进行投资的成本将更为昂贵。但 这绝不代表海外投资的总量将会减少。王先生表 示：“短期内，我们可能看到‘热钱’试图进入中国 借助人民币升值牟利，但投资者来到中国终究还 是希望开发中国巨大的国内市场。人民币升值将 加快促使中国向消费驱动型经济转变。因此，相 对欧美国家来说，中国可能成为许多海外投资者 及公司更易获利的市场。” 对外而言，人民币升值将提高中国企业在海外 的购买力，从而对国内公司的海外并购活动产生 积极影响。上海欧华合伙人万利表示：“任何公 司都不会仅依靠价格便做出收购决定。因而对于 无意图扩大海外市场或进行海外投资的公司而 言，汇率上升产生的影响对它无足轻重。但对于 希望或者已经在外国进行合资及收购的公司而 言，人民币升值可能鼓励他们更加积极地进行交 易，因为国外公司、资产或商品的价格将变得相 对便宜。” 万律师在代理中国公司（其中许多是在海外从 事并购交易，尤其是自然资源及能源行业中的国 有企业）进行跨国并购领域有丰富的经验。他认 为人民币汇率形成机制改革将为他的中国客户及 律所的对外投资业务带来长远积极影响。

请以人民币支付！

在2005年人民币第一次升值时，许多主要代理 海外客户的国内律所在报价及收取律师费时已将 计费货币由美元改为人民币。客户群主要为国 外公司的方达律师事务所，四年前便采取此政策 以避免人民币汇率上升带来的潜在损失。但某些

the rise, Wang doesn’t anticipate international firms will adjust their charge-out rates in line with currency appreciations, especially when the increase is not very significant. “If the RMB appreciates by 5%-10%, then some international firms may try to reflect that increase in the charge-out rates. But if the increase is less than that, it won’t have a material impact.

Fundamentally, a firm’s charge-out rates are determined by supply and demand and market competition, and not by exchange rate movements.”

Nevertheless, under the more flexible new exchange rate arrangement, the value of RMB can move both up and down. International firms will increasingly need to alleviate their currency risks.

“The best strategy to counter exchange rate moves is to quote rates in RMB and collect invoices in RMB. [It] is now increasingly used as our billing currency, not only when we work with Chinese clients but also with international clients who have operations in China,” Wang said. ALB

特定客户在议定情况下，仍以美元向这些客户 开列账单。 方达深圳分所的合伙人于宏威说：“如果人民币 继续升值（事实亦极有可能如此），就意味着国 外客户需花费更多的美元或欧元，来获取相同的 中国法律服务。从客户角度来看，这一结果不甚 理想，但事实上国外投资者可以接受这一情况， 应为这中间损失可以通过国内市场产生的收益及 他们的投资回报抵销。” 于先生亦排除了在可预见未来，人民币升值 将导致领先的中国律所降低其人民币服务费率 的可能。 与本地律所相比，国际律所的中国办事处有更 多理由关注人民币升值将如何影响他们的业务及 盈利能力。富尔德的王律师表示：“跨国企业通 常以欧元、美元或英镑作为记账货币。由于人民 币升值，中国办事处的成本基数若以基础货币计 值将会有所增加。” 尽管成本增加了，王先生并未预期国际律所将 根据货币升值相应上涨其收费费率 （已外币计 算），尤其是在升值并不是很明显的情况下。王 先生说：“如果人民币升值5%-10%，则部分国际 律所可能会在收费费率中反映升值。但是任何律 所的收费费率从根本上说是由供求关系及市场竞 争决定，而非汇率波动决定。” 然而，在人民币汇率弹性增强的安排下，人民 币可能升值亦可能贬值。国际律所降低币值波动 风险的需要将日益凸显。王先生表示：“对抗汇 率波动的最佳策略是以人民币报价并收取人民币 计值的发票。人民币被越来越多地用作出票货 币，我们不仅在与中国客户进行交易时遇到此类 情况，在与于中国经营事业的国际客户进行交易 时亦如此。”

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NEWS | analysis >>

Analysis >>

“As ECFA comes into effect, some foreign investors or companies may see Taiwan as a preferred cooperation partner and gateway to enter the mainland market. It has the same culture and language, and similar legal system as the mainland” Lilian Chu

Tsar & Tsai

►► Quick facts: ECFA

ECFA good news for cross-Strait practices

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n the first anniversary of Taiwan opening its borders to investment from the mainland, cross-Strait economic ties have been further strengthened with the signing of the Economic Co-operation Framework Agreement (ECFA). The trade pact was reached in June in Chongqing and could prove to be particularly important for law firms.

More business and commercial exchanges across the Strait will be promoted under the framework, and the level of interaction and cooperation between the two legal industries is expected to be notably enhanced. Over

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the past year, a number of PRC firms have already been enthusiastically seeking ties with their Taiwan counterparts.

Dacheng and Zhongyin are active pioneers on this new frontier. In recent years they have both established two branch offices in Fujian province, a key destination for Taiwanese investment.

The firms have also entered into strategic alliances with local Taiwan firms. And as the ECFA comes into force, Taiwan-related corporate and commercial legal practice will increasingly appear on the radar of the larger PRC firms. “The majority of the qualified Taiwanese companies have

• Economic Co-operation Framework Agreement (ECFA) signed on June 29 2010 in Chongqing; aims to set out frameworks and targets with more deregulations in the pipelines • “Early harvest” list of tariff concessions covers 539 Taiwanese products and 267 mainland Chinese goods • Mainland China will open markets in 11 service sectors such as banking, securities, insurance, accounting, and research & development • Taiwan has agreed to offer wider access in seven areas including banking and financial services, exhibition, specialty design and film import

already established themselves in the mainland market. But ECFA has given more incentives for them to expand and restructure their operations here and will allow them to invest into new sectors that were previously prohibited,” said Steven Hsu, a senior consultant and managing director with the firm’s marketing centre.

Hsu is a veteran lawyer in Taiwan; prior to joining Zhongyin last October to lead the firm’s international expansion and the development of its cross-Strait practice, he was a partner at Baker & McKenzie’s Taipei office. “This development will create a considerable amount of new legal ISSUE 7.7

NEWS | analysis >>

demand, and may cause other larger PRC firms to tap into this area,” he said, noting that in the past most of the Taiwanese companies in the mainland were serviced by smaller law firms, but that this was gradually changing.

Taiwanese clients are now more willing and comfortable to work with large PRC firms. Meanwhile, they are also changing their way of conducting business in the mainland, meaning they are needing stronger and broader legal support. “Taiwanese companies are paying growing attention to corporate governance, risk management and compliance issues in the mainland. As a result, they now prefer to work with large national firms to provide quality one-stop shop to all their legal needs, including the legal issues of their subsidiaries across the country, which are serviced by these firms’ branch offices,” Hsu said.

Taiwan legal market to revitalise

Under the ECFA trade agreement the mainland will open up 11 service sectors such as banking, securities, insurance and accounting to Taiwanese companies. Taiwan agreed to offer Chinese investors wider access in seven areas, including banking.

Although the details and measures on liberalisation are yet to be issued,

a strong sense of optimism has already been felt among the island’s legal professionals. “Local law firms generally experienced a lull in corporate work in the past a number of years due to a low level of economic activity. But we expect the ECFA to bring in a raft of transactions and cross-Strait investment over the coming years,” said Lillian Chu, a partner with Taiwan’s leading firm Tsar & Tsai. “The volume of legal work will naturally grow, in line with the broader economy.”

“The majority of the qualified Taiwanese companies have already established themselves in the mainland market.

But EFCA has given more incentives for them to expand and restructure their operations here” Chu anticipates a major sector of growth to be driven by legal demand arising from the banking and financial services sectors, and in high-tech industry. “The ECFA will enable Taiwanese banking and finance industry to develop a strong market share in the mainland. It

ECFA 开启两岸合作新篇章

在

台湾开放多项产业的内资入岛一周年之 际，两岸的经贸纽带进一步得到加强。六 月底，两岸经济合作框架协议（ECFA）已正式 在重庆签署，标志着两岸经济关系迈入一个崭 新的发展阶段。 框架协议的签署和执行将推动两岸更密切的 商业和贸易往来，两岸法律行业间的合作范围 和互动深度亦将随之扩大和提高。在过去的一 年多来，不少内地事务所已在积极寻求与台湾 同业建立联系，扩大国内外分支机构规模，力 求把握台湾对大陆贸易和投资限制放宽所创造 的法律服务机遇。 大成律师事务所和中银律师事务所可谓是这一 前沿上的领跑者。近年来，它们均在台商投资集 中的福建省成立了两家分所。同时，亦与台湾当 地律所达成了战略联盟，相互委办两岸及国际间 之法律案件，更好地为两地客户提供服务。随着 ECFA开始生效，涉台相关的公司法律业务将逐 渐成为更多内地大型律所希望发展的领域。中 银高级顾问、运营总监许进胜律师称，“绝大多 数符合要求的台湾企业均已进入到内地市场。但 ECFA生效后，不仅更多台商会进入大陆市场， 同时将激励已进入该市场的台资企业进一步其扩

www.legalbusinessonline.com

will also allow Chinese banks to set up subsidiaries in Taiwan and invest in Taiwanese banks and financial holding companies,” she said. “But mainland investors will invest in Taiwan mainly to acquire talent, knowledge, know-how and the technologies, as the local markets are relatively small.”

More importantly, the ECFA is not only set to give cross-Strait trade and transactions a boost but also should help lure more foreign investment and multinational companies to Taiwan.

大和调整他们在内地的投资和运营。” 许律师是一名资深台湾律师；他于去年10月加 盟中银，领导中银的国际化战略的实施和涉台业 务的发展。此前，他曾是贝克• 麦坚时台北办公 室的合伙人。他表示：“ECFA将为两地律师业带 来可观的新法律服务需求，并可能促使更多内地 大型事务所积极关注和开拓该领域。” 他指出， 过去大部分台商在内地更多由小型的律师事务所 提供服务，但这一点正在逐渐改变。 两岸关系不断改善为在内地投资和发展的台商 营造了更具吸引力和更为友好的氛围，致使他们 更加愿意与内地大型律所合作。同时，他们亦正 改变在内地的业务开展方式 — 意味着需要更强 和更广泛的法律支持。“台湾公司日益重视企业 管治、风险管理及在内地的合规问题，并且更 倾向于与大型的全国性律所合作，就其所有国 内分子公司的法律需求提供全国性、统合性服 务。”许律师说。

台湾法律市场重现活力

按照ECFA协定，内地承诺向台湾公司开放银行、 证券、保险及会计业等11个服务行业。台湾同意 向内地投资者扩大开放包括银行业在内的7个领

Steven Hsu

Zhongyin

“As ECFA comes into effect, some foreign investors or companies may see Taiwan as a preferred cooperation partner and gateway to enter the mainland market. It has the same culture and language, and similar legal system as the mainland,” Chu said. ALB

域。尽管相关细节和措施尚未公布，台湾岛内法 律专业人士已感受到了乐观的情绪。“过去几年， 由于岛内经济活动较为低迷加上外商投资受到一 定限制，本地市场对相关法律服务的需求相对萎 缩。但我们期望在ECFA下，这些领域开放后， 未来几年两岸相互投资和交易量将强劲增长。这 对法律服务业有较大积极影响。”台湾领先律所常 在国际法律事务所合伙人朱丽容说道。“随着经济 活动的增加，更方面法律工作量无疑将会增长。” 朱律师预计，银行业、金融服务业以及高科 技产业内的投资和经贸活动将产生大量法律服 务需求，并为台湾法律行业带来全新发展动 力。“ECFA使台湾银行业和金融业能够在内地 拥有较大的市场份额，亦允许内地银行在台湾建 立子公司并投资于台湾银行和金融控股公司，”她 说。“内地投资者投资台湾将主要旨在获取台湾的 高端人才、经验和知识、以及领先技术。” 更重要的是，ECFA不仅能够推动两岸贸易和交 易，还能够帮助台湾吸引更多外国投资者和跨国 公司。“ECFA开始生效后，一些外国投资者或跨 国企业或将视台湾为优先合作伙伴及进入内地市 场的门户。台湾的优势包括与内地拥有相同的文 化和语言，相似的法律制度等等。”朱律师说道。

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NEWS | analysis >>

Analysis >>

PRC partners still pursue international firms Despite the predominant trend seen recently of international lawyers moving to PRC firms, some lawyers are still seeing good reasons to go international

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wo lawyers – former King & Wood partner Davis Wang and Global Law Office partner Michael Yu – have recently defied the dominant 2010 legal trend of internationally trained lawyers migrating to local firms, by joining Simmons & Simmons and Norton Rose respectively.

For Norton Rose’s new partner Michael Yu, it’s more of a “been there, done that” mindset. Yu had been a partner with Beijingbased Global Law Offices for more than five years, he also practised at Jingtian & Gongcheng.

“After being a partner at a PRC firm for so Michael Yu long, I am now ready Norton Rose for a role with new responsibilities,” he said.

Simmons’ new addition – Davis Wang – cites a more specific career driver. “My expertise has a very strong industrial focus: I advise TMT and financial institutions Davis Wang on their private equity Simmons & Simmons and venture capital investments, and these sectors fit nicely with Simmons & Simmons’ focal points,” Wang said.

He also stated that the choice to zero in on specific industries according to individual expertise is the most efficient strategy in the competitive legal market today. “Clients, especially those who trade in highly regulated sectors like TMT, energy, infrastructure and life sciences, are increasingly demanding technical expertise, as well as legal advice, and this is what many local [firms] lack,” said Wang.

When asked about the most

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►► International to PRC: 2010 moves Name

Left

Joined

Position

Location

Rupert Li Liu Cheng Steven Cui Lin Huawei David Fu Fred Chang Jeffrey Wilson David Tang Willam Lu Richard Lee Louis Meng James Zhu Zoe Wang

Clifford Chance DLA Piper Jones Day Paul Hastings Shearman & Sterling Lovells Baker & McKenzie Pillsbury Allen & Overy Simmons & Simmons K&L Gates Perkins Coie Perkins Coie

King & Wood King & Wood Jun He Global Law Office Global Law Office FenXun Jun He AllBright Jade & Fountain AllBright AllBright Jun He Jun He

International managing partner Counsel Partner Partner Partner Partner Counsel Partner Partner Partner Partner Partner Partner

Beijing Beijing Beijing Beijing Beijing Beijing Shanghai Shanghai Shanghai Shanghai Shanghai Shanghai Shanghai

►► PRC firms to international firms: 2010 moves Partner

Left

Joined

Location

Davis Wang Michael Yu

King & Wood Global Law Office

Simmons & Simmons Norton Rose

Beijing Beijing

Source: www.legalbusinessonline.com *This table does not purport to be exhaustive

significant change they experienced moving to an international firm, both Yu and Wang said that they were overwhelmed by how they have been integrated into their respective firms.

The level of teamwork, they say, is something they had never experienced.

“The firm is extremely organised and is also structured with a lot of support from other teams,” said Wang.

At local firms, Yu explained, partners usually work individually so the transition into an international firm introduces a new form of interdependence. ”The teamwork at Norton Rose stems from its huge network on a worldwide basis,” he said.

The common denominator of both Yu and Wang’s decision to move away from PRC firms is the concept of internationalising. Both partners believe that working in an international firm will provide more opportunities to work on large Chinarelated, cross-border projects that have stronger international elements.

Yu likens his international ambitions to basketball prodigy Yao Ming’s

“Clients, especially those who trade in highly regulated sectors like TMT, energy, infrastructure and life sciences, are increasingly demanding technical expertise – as well as legal advice – and this is what many local [firms] lack” Davis Wang

Simmons & Simmons decision to join the National Basketball Association (NBA).

“When Yao Ming first joined the NBA, he said that if one wants to be the absolute strongest, you need to get onto a board which can propel you the furthest,” he said. “I have always wanted to be a part of a huge transaction which involved at least five or six global offices. That sense ISSUE 7.7

NEWS | analysis >>

Update >>

CIETAC COLUMN 最高院万鄂湘副院长做客贸仲仲裁员/委员讲坛解读中国法院国际商事仲裁司法审查新发展

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月25日，最高人民法院副院长、中国仲裁法学研究会名誉会长、贸仲顾问万鄂湘在贸仲举办的仲裁员/委员讲坛上，就“人民法院国际商 事仲裁司法审查制度的新发展”做专题演讲。贸仲、海仲仲裁员等共120多人参加了本次讲座，贸仲各分支机构组织贸仲当地仲裁员通过 视频连线观看了讲座。 万鄂湘副院长介绍了人民法院2009年国际仲裁司法审查的概况，分析了仲裁协议的扩展性、独立性等仲裁条款的效力问题和各国仲裁程序与 仲裁规则或仲裁地法不符的案例，万鄂湘副院长还就我国法院能否撤销外国仲裁裁决、仲裁裁决的国籍及外国仲裁裁决的承认和执行、缺员仲 裁、仲裁条款准据法的确定、不同文本仲裁条款的效力认定、公共政策以及不可仲裁性等诸多实践中出现的问题进行了介绍。就中国法院对仲 裁的司法审查和监督而言，万副院长明确指出，中国法院是“支持放在前面，监督放在后面”。 每月一期的仲裁员/委员讲坛对于提高贸仲仲裁员业务素质、促进业务交流、通晓最新法律动态十分有益，也是贸仲保证仲裁质量的重要途径之一。

Vice President of Supreme Court Delivered a Speech on Judicial Review of Commercial Arbitration at the CIETAC Arbitrators/Committee Members’ Seminar

O

n June 25, 2010, Mr. Wan E’xiang, Vice President of the Supreme People’s Court, Honorary President of China Academy of Arbitration Law (CAAL) and advisor to CIETAC, was invited to give a speech on “The Latest Development in Judicial Review on International Commercial Arbitration by the People’s Court” at Arbitrators/ Committee Members’ Seminar held by CAAL and CIETAC. More than 120 people, including members of CAAL and arbitrators of CIETAC and China Maritime Arbitration Commission (CMAC), attended the seminar. CIETAC Sub-Commissions also invited local arbitrators to watch the seminar through live video link.

Mr. Wan E’xiang briefed the participants on judicial review of international arbitration in 2009 and analyzed the expansion and independence of arbitration agreements, as well as cases in which arbitration proceedings are inconsistent with the arbitration rules or laws of the places of arbitration. He also commented on a number of practical issues, such as whether a Chinese court can set aside a foreign arbitral award, the nationality of arbitral awards, the recognition and enforcement of foreign arbitral awards, arbitral awards rendered by truncated tribunal, applicable laws of arbitration agreement, public policy and non-arbitrability.

Monthly Arbitrators/Committee Members’ Seminar plays a very significant role in improving arbitrators’ professional ability, promoting academic exchanges and understanding the latest legal developments. It is also an important way for CIETAC to secure the quality of its arbitration services. 地址：中国北京西城区桦皮厂胡同2号国际商会大厦六层 邮编：100035 电话：+8610 82217788 传真：+8610 82217766 / +8610 64643500

of success is very important to me and unfortunately it is also a form of adrenalin I never had a chance to experience in a local firm.”

Higher rates and client retention

The broader base of international clients and stronger support enjoyed by lawyers who have made the move to international firms come with a price.

New challenges await – including trying to retain existing long-term clients given the drastic increase in their charge-out rates. “I have to make sure that my clients are going to be okay with my new rates. Inevitably some will be lost and I am going to have to rebuild some of this client base,” said Yu. Wang, however, is more optimistic about his clients’ commitments.

“Outside of China, it is a different legal landscape – the legal system is different and so is the market. Most of my long-term clients are multi-national corporations and knowing that I now have a broader network and stronger support, they will expect a higher charge-out rate - but I don’t think it will be an issue,” he said. ALB www.legalbusinessonline.com

Add:6/F, CCOIC Building, 2 Huapichang Hutong, Xicheng District, Beijing 100035, P.R.China Tel:+86 10 82217788 / Fax: +86 10 82217766

国际律所对本地合伙人仍具吸引力

当

前，国际律师纷纷回归本地律所可谓是律师界 的主流发展趋势。然后，金杜律师事务所前合 伙人王德全及环球律师事务所合伙人于淼两名律 师，分别于近期加盟西盟斯和诺顿罗氏两家律所。 此前不久，高伟绅资深合伙人李孝如律师加盟 金杜。他指出，他离开这家英国前五大律所的最 重大动力是有机会进入中国一流律所的核心管理 及决策层。 然而，对诺顿罗氏的新合伙人于淼而言，离开 国内一流律所加入国际律所却是更佳选择。于律 师曾在环球律师事务所担任合伙人逾五年之久， 此前，他曾在竞天公诚执业。“在国内律所担任合 伙人后，现在我已准备接受新的挑战。”他说道。 对于新加盟西蒙斯的王德全律师，他的原因则 更为具体，即专业互补。他说：“我的业务专长 为TMT及私募股权及风险投资，这与西蒙斯的业 务重心不谋而合。根据个人所长，专攻特定行业 是应对如今竞争激烈的法律市场最有效的策略。” “客户对专业知识和法律咨询的需求日益提高， 而来自TMT、能源、基础设施及生命科学等受高 度管制行业的客户更是如此，但这正是大量本地 [律所]的薄弱环节。”他补充道，许多律所目前在 安排业务领域配置资源方面仍相对欠缺。 当问及加入国际律所带来的最大变化时，于律师 和王律师均表示，目前亟待解决的问题是如何尽快 适应和融入到各自的新团队中。他们表示，新律所 的团队协作程度是他们从未经历过的。王律师说，“ 国际律所的管理井井有条，有效的结构使律师便于 获得其他团队的支持”。于律师表示，加入国际律所 让他们领略到全新的合作方式。他说：“诺顿罗氏的 团队协作更是建立在其全球网络上。”

促使于律师和王律师离开本地律所的一个共同 原因是迈向国际化的信念。两位合伙人均认为， 在国际律所工作将为他们提供更多机会经手涉及 中国的大型跨国项目，从而接触到更具国际化的 业务。于律师把加盟国际律所比作篮球巨星姚 明加入美国篮球联盟（NBA）。“姚明最初加盟 NBA时表示，如果你想成为最强者，你就要找到 一个能充分发掘你潜能的平台。我一直希望能亲 自参与至少需要五六家全球办事处合作处理的大 型交易。我很看重那种成就感，但这在本土律所 是无法实现的。”

如何在提高收费后挽留既有客户？

虽然加盟国际律所会让本地律师获得更广泛的国 际客户群和更有力的团队支持，但同时也要付出 一定代价。他们需要面临新的挑战，其中包括， 如何在收费提高后挽留现有长期客户。于律师 表示：“我确信我的客户会欣然接受新的收费标 准。当然，流失部分客户也在所难免，我会重新 整合我的客户群。” 不过，王律师对他的客户显得更为乐观，他 说：“国外的法律环境 – 法律制度和市场与国内迥 然不同，我的大部分长期客户都设有跨国公司， 他们明白我现在拥有更广泛的业务网络和更有力 的服务支持，提高收费会在他们的意料之中。我 认为这不是问题。” 近期从必百瑞加盟锦天城的合伙人唐志华认 为，未来几年律师从国际律所加入到本地律所仍 将是一个明显的趋势。但是那些近期从本地律所 加盟到国际律所的律师将可能打开法律人才流动 以及法律服务市场发展的新局面。

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NEWS | news >>

firms >>

Norton Rose gives new hope to earthquake victims

industry >>

PRC firms break out in M&A K

A

hundred children in the earthquake ravaged region of Guangyang City in Sichuan have now been provided with a chance of education at the newly built Norton Rose Hope School. Construction of the school began in 2009, following a funding agreement with international law firm Norton Rose in July 2008.

The initiative was kicked off by the firm’s staff in Beijing and Shanghai through personal donations. The Norton Rose Charitable Foundation followed up on staff’s contributions with a significant donation to aid the project’s completion.

In addition to constructing the premises, stationery, sporting equipment, musical instruments, desks and chairs were also provided as a goodwill gesture to get the students started.

The school was built with the cooperation of the China Youth Development Foundation (CYDF) under its ‘Project Hope’ program. ‘Project Hope’ is CYDF’s largest program to date and aims to build schools in poverty stricken areas of China and help children whose families are too poor to afford their elementary school education.

CYDF was responsible for the construction and updates on the progress of the school.

诺顿罗氏捐建希望小学

由

国际律师事务所诺顿罗氏集团捐建的，四川省 广元市诺顿罗氏希望小学近日正式成立。该校 由诺顿罗氏抗震救灾资金资助，与中国青少年发展 基金会（CYDF）希望工程项目合作建设。起初学 校的捐款主要来自于诺顿罗氏北京和上海办事处的 员工。但是，由于建设一所学校所需投资远远高出 员工捐款，因此，诺顿罗氏慈善基金会也做出了重 大捐赠，使整个项目获得了全面支持。 广元市在2008年5月四川地震中遭到破坏，该学 校建在位于离市区10公里以外的城镇，学校计划 招收100多名学生。诺顿罗氏选择该区域进行捐 款，因为它能够造福一个特定社区。除了学校的建 设，他们还资助建立图书室，购买桌椅等教学基本 设施以及文具、乐器和其它体育设备(包括篮球及乒 乓球设备等)。2008年7月获得基金批准后，学校于 2009年初开始建设。

14

ing & Wood and Grandall legal group both broke into the previously international firms-only top ten of Mergermarket's latest legal advisors to Greater China M&A league table (in terms of deal volume).

According to Mergermarket, King & Wood advised on ten deals in the first half of this year, with a total deal value of US$1.4bn, climbing to fourth on the table from its sixth place in the same

period in 2009.

Grandall was hot on its heels, finishing sixth on the league table this year with a deal value of US$630m and a deal count of seven.

PRC companies also figured strongly in the list of biggest Asia-Pacific deals. China Mobile, PetroChina and Guangzhou Automobile took fourth, seventh and eighth place respectively.

With a deal value of US$5.8bn,

►► Legal Advisors to Greater China: M&A volume

Rank 2009 8 1 15 6 26 3 4 5 2 146

Rank 2010 1 2 3 4 5 6 7 8 9 10

Firm

DLA Piper Freshfields Bruckhaus Deringer Jones Day King & Wood Slaughter and May Grandall Legal Group Herbert Smith/Gleiss Lutz/Stibber Linklaters Baker & McKenzie Allen & Overy

Value (US$) Deal count 2010 345 20 4, 235 13 2,494 13 1,411 10 40,466 9 630 7 38,731 6 8,525 6 5,475 6 2,717 6

Deal count 2009 8 13 13 10 9 7 6 6 6 1

Deal count – change 12 -1 7 2 5 -3 -4 -3 -5 5

Beijing >>

Simmons & Simmons hires King & Wood partner

S

immons & Simmons, which has already established itself in Shanghai and Hong Kong, will soon launch its third China office – in Beijing. As part of its expansion plan, the firm Davis Wang Simmons & has appointed Davis Simmons Wang from King & Wood as a partner to be based in Beijing when the office opens.

Wang is a PRC and US-qualified lawyer specialising in FDI, M&A, PE investment and fund formation, with a focus on the TMT industry sector. He

has more than 15 years of experience representing multinational companies.

Wang joined King & Wood’s Beijing office in 2007 as a partner. Prior to joining King & Wood, he practised at the Beijing office of New York firm Haythe & Curley and at a venture capital firm in Silicon Valley. He also previously served as general counsel and in senior executive positions for Microsoft, General Mills, and eBay/ PayPal in China and the Greater China Region.

Initially, Wang will be working in the Shanghai and Hong Kong office of Simmons & Simmons, where the firm ISSUE 7.7

NEWS | news >>

league tables “We have an international reach that is difficult to compare with but we’re not complacent and we know that there’s competition out there” Alistair De Costa, DLA piper China Mobile’s bid for a 20% stake in Shanghai Pudong Development Bank was advised by Chinese firms Haiwen & Partners and Shanghai United.

Guangzhou Automobile’s deal with Denway Motors was advised by Beijing Tianyin Law Firm as well as Hong Kong-based Woo Kwan Lee & Lo. The US$35.5bn Prudential-AIG deal was the largest deal in Asia-Pacific.

DLA Piper topped the deals volume chart after only eighth place last year.

Asia managing director Alastair Da Costa said the firm is confident in its position but will not be complacent in the face of strong competition from its Chinese counterparts. “There is no question that Chinese law firms are big ... but I still feel quite confident about how we’re positioned in the face of that competition,” Da Costa said.

“We have an international reach that is difficult to compare with but we’re not complacent and we know that there’s competition out there,” he said. ALB

uk report Clifford Chance elects new London management Clifford Chance has appointed a new head of its London real estate practice, with partner Jonathan Solomon taking up the position until 2014. Solomon is taking over the role held

by Cliff McAuley, who is retiring.

The loss of McAuley, who heads up both the London and global practices, will create two new positions, and the firm is to kick off the search for a new head of global real estate in September. The firm is also in the midst of talks to promote a new head of corporate in London, with partner Simon Tinkler widely believed to be taking up the position.

Jeremy Sandelson, the firm’s current global head of litigation was also elevated to head the London litigation practice.

Firms reveal yearly financial results UK firms have begun announcing their revenue results from the 2009-2010 financial year.

Maritime and transport specialist firm Ince & Co broke an£80m annual turnover for the first time this year, posting revenues of £86.3m for

2009-10, a growth of 8.7%. Turnover at Charles Russell dropped to £63.2m this financial year, from £69.5m in 2008-09.

Herbert Smith, meanwhile recorded a slight increase in both PEP (up by 2% to £862,000) and revenues (up by 1.3% to £449.9m).

Bakers grows London partnership Baker & McKenzie has made up seven London lawyers to partner, raising its total office partnership numbers to 87. Promotions have been made in corporate, disputes, pensions, IP and EU, competition & trade.

In addition, the firm has appointed a new head of its six-partner London capital markets team: partner Edward Bibko takes up the position, replacing partner Tom Philipp who is staying at the firm.

Before Bibko’s appointment, the firm gained Allen & Overy’s US corporate finance counsel, Adam Farlow as a partner in its London capital markets team.

London office head Gary Senior’s tenure has also been extended for a third term.

for Beijing opening has around 80 legal staff, including 19 partners and consultants. ALB

西蒙斯吸纳前金杜合伙人 筹办北京代表处

英

国西蒙斯律师事务所近日宣布，已吸纳前 金杜北京合伙人王德全律师加入，筹备开 设北京代表处。王律师的主要执业领域为外商直 接投资、兼并与收购、企业重组与改制、私有股 权投资和风险投资等。 拥有中美律师执业资格的王律师于2007年加入 金杜律师事务所。在加入金杜律师事务所之前， 他曾先后在美国海斯•科利律师事务所中国业务部 和微软公司远东区法律部担任律师。 西蒙斯已在上海和香港设有办公室，目前在中国 区拥有80多位员工，包括19位合伙人以及顾问。

www.legalbusinessonline.com

ROUNDUP

• Herbert Smith’s European ally Gleiss Lutz has merged with German boutique firm Rittstieg Rechtsanwaelte, and will gain a new Hamburg office through the acquisition • Ashurst’s London head of corporate Adrian Clark is stepping down from the role in September this year. He is to be replaced by partner Stephen Lloyd who will take charge of a new globalised practice for the firm’s worldwide offices. In addition, corporate partner Simon Beddow will take over in a new position as European corporate managing partner • In Germany, Magic Circle firms Freshfields and Clifford Chance have both announced new managing partners for their local offices – Freshfields promoting employments partner Klaus-Stefan Hohenstatt; and Clifford Chance electing corporate partner Andreas Dietzel

15

NEWS | news >>

news in brief >> Mayer Brown and Simmons merger off The merger talks between Simmons & Simmons and Mayer Brown were short-lived. Just one week after various media reports confirmed that the two firms had held preliminary discussion regarding a potential trans-Atlantic union, they jointly released a statement announcing that nothing will be going ahead.

In the statement the two firms said “Simmons & Simmons and Mayer Brown have held preliminary discussions with regard to the potential for a merger.

Mergers are complex and present a number of issues which need to be resolved before discussions can proceed. We have concluded that a combination between our firms is not the right option. There is, however, considerable goodwill and continuing respect on both sides.” 美亚博与西盟斯放弃合并计划

在针对跨大西洋合并可能性进行了初步探讨之后，美国 美亚博与英国西盟斯昨日发表联合声明，称合并对于两 所来说并非正确选择。 双方在联合声明里表示：“美亚博与西盟斯已经针对 跨大西洋合并可能性进行了初步探讨。合并是一项复杂 的工程，并且存在一些尚待解决的问题。只有这些问题 解决之后，进一步合并谈判才能够进行。我们的结论是 合并对于两所来说并非正确选择。但是，双方对彼此的 善意和尊重仍将继续。”

Sidley appoints new Asia-Pacific MP Sidley Austin has named Chicago-based partner Thomas Albrecht as its new Asia-Pacific managing partner. The US firm created the new leadership position as part of a ‘strategic plan for the Asia-Pacific region’, which includes adding more offices to the six it currently operates in the region.

Albrecht will transfer from his current post in Chicago to take up the role, based in Hong Kong.

Before Albrecht’s appointment, management responsibilities over Sidley’s six Asia-Pacific offices – Beijing, Hong Kong, Shanghai, Singapore, Sydney and Tokyo Thomas Albrecht Sidley Austin – were loosely divided between Greater China managing partner William Fifield and other partners within each office.

Fifield will step down from that role at the end of 2010 and return to Dallas. Meanwhile, the firm recently appointed Chinese lawyer Yabo Lin as a partner to work across the Palo Alto and China offices, advising on cross-border investments between the US and Asia.

盛德任命新亚太区主管合伙人

盛德国际律师事务所已任命芝加哥的合伙人Thomas Albrecht担任亚太区新的主管合伙人。这家美国律所在 实施“亚太区战略规划”过程中已建立起新的领导地位。该 计划包括在该地区已有的6家分所之外再新设更多分所。 Albrecht将放下目前芝加哥的工作，赴香港担任新的 职务。在任命Albrecht之前，盛德设于北京、香港、上 海、新加坡、悉尼及东京的六家亚太分所分别由大中华 区的主管合伙人William Fifield及各分所的其他合伙人分 管。Fifield将于2010年底卸任，然后返回达拉斯。 与此同时，盛德近期已委任中国律师Yabo Lin为合伙 人，协调帕洛阿尔托市与中国分所间的工作，并就美国 与亚洲间的跨国投资提供咨询。

16

beijing >>

JT&N enters alliance to win SinoJ incheng Tongda & Neal’s (JT&N) recent alliance with Korean firm San Gyung Law Firm is evidence of the increasing Sino-Korean work reported by many firms from both countries.

The agreement, initiated by partners Jason Pang, Liu Zhihai, James Yang, Wang Yong, Yang Cheng and Fang Yan, forms part of the firm’s response to the increasing demand for legal services from their Korean clients.

“This is a breakthrough for both firms in view of our existing business model,” said JT&N’s partner committee. “Both firms have rich resources, political, business and legal knowledge in our homegrounds and this will prove to be greatly beneficial for each firm,” the partners added.

According to JT&N’s partners, the

agreement works on a referential basis. When clients are seeking legal advice regarding either firm’s home jurisdiction, the work would then be referred to the alliance firm. A temporary team with experts from both sides will be formed specifically for the project.

Four lawyers, including a senior partner at JT&N, are proficient in Sino-Korean trade work, but the firm’s international affairs department, litigation and arbitration and IP practice groups are able to advise on Korean-related matters.

The enthusiasm stems from both sides – Korean firms have also been actively imprinting their footsteps in the mainland. As an example, Shin & Kim recently launched its second China office in Shanghai. ALB

金诚同达与韩国产经达成合作协议

金

诚同达律师事务所与韩国产经律师事务所 近期达成合作协议，以加强其服务中韩贸 易以及客户方面的实力。 由合伙人庞正中、刘治海、杨建津、王勇、杨 晨及方燕签署的合作协议，正是金诚同达为满 足不断增长的韩国客户需求所做的一项努力。 金诚同达合伙人委员会表示：“我们各自在本国 拥有丰富的资源、专业的政治、业务及法律知 识。这对促进彼此发展非常有利”。据称，合作 协议采用的是业务转介模式。如客户就对方司

法管辖区内的事宜寻求法律建议，该案件就会 转介予合作所，并由双方抽调专家组成项目专 案团队处理案件。 金诚同达拥有四名精通中韩贸易的高级律师 （包括一名高级合伙人），而该所的国际事务 部、诉讼及仲裁及知识产权业务组均能处理涉 韩事务。 中韩两国的律所对发展跨国业务均热情高涨， 韩国律所亦在积极开拓中国内地的业务。世宗律 所已于近期在上海开设了第二家分所。

Shanghai >>

New Shanghai boutique targets mid-sized

A

number of new firms have been set up in Shanghai over the past year, including Jin Neng, Ocean and Panocean. However, only a few were launched with a clear market focus. New boutique firm R&P China Lawyers is one such firm, which has set its mission to primarily service medium-sized foreign companies in China and Chinese subsidiaries of large multinationals.

Four principals of R&P – Luo Ai,

Zhu Ye, Lu Zhiqian and Maarten Roos (a legal adviser of Dutch nationality) – have come together from four different firms in Shanghai and with their respective expertise.

Luo, previously with Jun He, focuses exclusively on employment-related matters; Zhu, formerly a lawyer at Lehman Lee & Xu, is experienced in commercial transactions and IP matters; Lu Zhiqian, joins from Shanghai Talent law firm, has

上海方旭创立目标客户为中型外商企业

过

去六个月中，有不少新的律师事务所在上海设 立。上海方旭律师事务所是近期成立的众多新 上海律师事务所之一。但该所在成立之处就定位为 一家提供国际商务法律服务的专业律师事务所，目 标客户为中型外商企业以及跨国企业在华子公司。

方旭律师事务所的总经理为Maarten Roos， 他此前曾任广东敬海律师事务所高级客户经理， 协助客户在各地处理法律事务。方旭的其他主要 合伙人包括擅长处理诉讼和仲裁案件的陆智潜律 师，曾在君合执业专长于劳动法相关事务的罗艾 ISSUE 7.7

NEWS | news >>

Korean work “This is a breakthrough for both firms in view of our existing business model” JT&N partner committee

us report Pro bono goes global at White & Case White & Case has sought to make managing probono programs in each of its offices more efficient by launching a global practice.

The new globalised practice will focus on human rights, promoting good governance and the rule of law, and supporting organisations with a social or environmental vocation. White & Case said that pro bono service is a core value and a branddefining asset for the firm.

“Establishing a global pro bono practice allows us to better manage our global pro bono activity and improve the support we give to our lawyers engaged in pro bono activity,” said chairman Hugh Verrier Alternative fees here to stay for US firms Alternative fee arrangements and competition over pricing are likely to be permanent features of a new US law firm business model, according to a survey by consultants Altman Weil.

More than 95% of surveyed law firms indicated they now offer AFAs in response to cost-conscious clients, and a majority said this trend will continue.

In addition, the report indicated that attaining partnership in US firms will be more difficult for associates – 50% of firms said they would make fewer offers this year.

Summer programs for associates will also shrink – more than half of the firms said they would cut back placements. “The primary impact on law firms of the recent recession will be a

greater focus on efficiency and productivity driven by client demands for cost control,” said Tom Clay, an Altman Weil principal.

“But most firms are still in the early stages of figuring out how to successfully institutionalise those changes in their organisations.”

US lawyer takes charge of BP’s US$20bn fund Kenneth Feinberg, the founder of prominent US litigation law firm Feinberg Rozen, has been appointed by the White House to administer a US$20bn fund established by BP to compensate victims of the Gulf of Mexico oil spill.

Feinberg has stepped down from his role as the US government’s “Pay Czar,” where he was responsible for monitoring the pay packets of financial institutions bailed out by the US government, to take up the new role.

The veteran lawyer – who is also widely known for his role in administering the September 11 victims’ compensation fund – will oversee the distribution of the funds.

US legal jobs grow The US legal market gained 300 jobs between April and May 2010, according to the US Bureau of Labor statistics – growth of 0.3%.

However since March the legal industry has lost 400 jobs, and since May last year more than 22,000 in total.

foreign companies practiced litigation and arbitration for over a decade; and Maarten Roos, formerly a senior client manager of Wang Jing & Co, brings a team of five and a large portfolio of European clients.

Roos, who now serves as the managing director of R&P, said the main reason to establish his own boutique firm is that he wants to provide focused, high-end legal services to medium-sized foreign companies operating in China. ALB 律师，以及曾在上海雷曼律师事务所从事知识产 权业务的朱晔律师。 Maarten Roos表示他决定创立新律师事务所的 主要原因是他希望能够为在华中型外商企业提供 专注的高端商务和公司法律服务。 www.legalbusinessonline.com



ROUNDUP • Pillsbury has hired 14 lawyers from Nixon Peabody’s New York office, including Nixon’s head of global finance, Mats Carlston, who will now head Pillsbury’s leveraged finance practice • Baker & McKenzie has informed 11 new associates who were to join the firm’s New York office this year that they can no longer “accommodate” their placements. “We regret having to make this decision, but unfortunately the work required for these individuals has not materialised,” B&M said • Blank Rome has boosted its Washington DC and LA offices by appointing two partners and two ofcounsel, who join the firm from K&L Gates and LeClairRyan respectively • Orrick New York-based litigation partner Edward Joyce has joined Jones Day as a partner in its insurance recovery practice • White & Case has lost another partner in New York after partner Stuart Caplan moved to join Sonnenschein’s global energy practice • Dechert will overhaul its management structure next year, as current CEO and chairman Barton Winokur is retiring. Current vice chairman Daniel O’Donnell will become CEO and Andrew Levander chairman by mid-2011 • Perkins Coie has opened its fourth office in California, in San Diego and added four IP partners to the practice

17

NEWS | news >>

Update >>

International Tax

Beijing

Three-quarters of UK football clubs are offshore

FIP Measures present both opportunities and challenges

A

lmost 75% of UK Premier League football clubs are based in offshore tax havens, according to an investigation published recently in The Times. The investigation found clubs - including the Blackburn Rovers, Birmingham City and Portsmouth - are based in offshore tax havens, and that even smaller clubs in lower divisions (Ipswich Town and Hartlepool United) are now domiciled offshore.

According to The Times, the growing number of clubs controlled or owned through offshore companies has attracted the attention of HM Revenue & Customs, as part of an investigation into league sides. The paper quotes a senior HMRC source as saying the use of tax havens by UK football clubs “is one of the issues we are looking at”.

The investigation was conducted for the Christian Aid charity by Richard Murphy, an accountant who is recognised internationally as an authority on tax havens and who campaigns against them. Murphy found that 14 Premier League clubs, five Championship clubs, two Scottish sides and Hartlepool (a League One club), are based offshore. This list includes Arsenal, Bolton Wanderers, Liverpool, Newcastle United, Sunderland, Tottenham Hotspur, Manchester United, Manchester City and Birmingham City, among other clubs.

One of the biggest advantages of being domiciled offshore is that it allows the owner to put money into the club which has not been taxed. It also allows the players to receive large chunks of their earnings as ‘image rights’, which the clubs argue generate income around the globe and therefore should not incur the full UK tax rate.

However, The Times reports HMRC as saying it believes many image rights deals — which ordinarily relates to a club’s earnings from merchandise and footage associated with players — are artificial, and has challenged dozens of teams over such payments.

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

Debbie Annells

A

t present there is no one single legal framework governing funds in China. The available onshore RMB fund structure for foreign fund managers since 2001 would be “a foreign invested venture capital investment enterprises” (“FIVC”). Now there is another option which is more similar to an offshore fund. The “Administrative Measures to the Establishment of Partnerships in China by Foreign Enterprises and Individuals” (“FIP Measures”) took effect on March 1, 2010.

Foreign investors, either alone or together with Chinese partners, can set up limited partnership. This is the only foreign invested entity (FIPE) in China that can be established without Ministry of Commerce (“MOFCOM”) pre-approval, unless such approval is otherwise required under laws or regulations. A FIPE can be registered directly at the provincial or sub-provincial level of the State Administration of Industry and Commerce (“SAIC”). For this purpose, SAIC released the “Administration for the Registration of Foreign Invested Partnership Enterprises” which also came into effect on March 1, 2010.

However, foreign fund managers may find a big problem in the FIP Measures. It says a FIP whose core business is investment shall be subject to any other applicable regulations, however, such regulations and rules are not clear and may not exist. Furthermore, there are uncertainties regarding foreign exchange control and foreign direct investment (“FDI”).

State Administration of Foreign Exchange (SAFE) ‘Circular 142’ prohibits foreign invested enterprises from using RMB converted from foreign capital to make equity investments in China. So a ‘green light’ is needed to enable FIP to make investments with the foreign capital contributed by foreign investors.

Another concern is in relation to FDI. It is not clear yet whether FIP will be treated as a domestic entity when making investments - if fund investment is subject to the “Catalogue of Industrial Policies on Foreign Direct Investment” , prior approval from MOFCOM may be required. A “Qualified Foreign Limited Partner” quota system (similar to QFII) has been proposed, which hopefully will remove these obstacles.

However, it is still at the proposal stage and the central government’s attitude is not clear yet.

Despite the above obstacles, the FIP Measures will no doubt speed up RMB fund practices, and we expect more implementing rules will be issued. In the meantime, several cities including Beijing, Shanghai, Tianjin and Chongqing are competing to attract fund managers and have offered a variety of incentive measures to promote the fund investment industry. Those measures differ from place to place, ranging from special tax treatment to subsidies. Before kicking off work, pre-discussion and communication with the relevant government department is highly recommended.

Information about the Author: Grace Pengpeng Yan, Guantao Law Firm E-mail: yan@guantao.com

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Grace Pengpeng Yan

ISSUE 7.7

NEWS | news >>

Update >>

Update >>

合格海外投资市场 –马来西亚

Singapore

合格海外投资市场–马来西亚

金融管理局征求证券期货法令修改意见(一)

马

来西亚在2010年6月23日迈进了一个重要里程碑﹐在中国合 格境内机构投资者 (简称QDII) 的计划下﹐我国获得了中国 银行业监督管理委员会(简称银监会)的认可,紧追在澳洲， 加拿大﹑德国﹑香港﹑意大利﹑日本﹑俄国﹑英国和美国等之後﹐成为第十一 个中国投资者瞄准的合格海外投资市场。 然而, 海外投资金的配额大约是48亿美元，其中约28亿已被投 资。不仅让有意进行境外投资的中国投资者相互竞争余42%的资金 配额, 马来西亚也需和其它合格海外投资市场一样竞相争取有关剩 余的配额。 虽然竞争激烈, 银监会的认可仍能为马来西亚带来许多投资机会和 商机。QDII自2006年成立以來﹐促进了不少中国企业到海外投资。如 今﹐马来西亚被认可为合格海外投资市场, 將同等享有其他現进国也 能享有的好处。 这个认可在商业和法律界无疑是个好消息，因为这将促进马来西 亚和中国的贸易关系。马来西亚不仅是中国投资者在亚洲的目标之 一，同時也是一个全球性的投资市场。马来西亚证券交易所首席执 行官, 拿督莫哈末尤书 (Datuk Mohd Yusoff)认为QDII的确有助于提 升马来西亚成为外国公司的资本招募平台，不止吸引中国投资者， 也吸引了世界其它国家。他表示由于马来西亚资本市场面临其它区 域性市场的竞争，因此它必需具有独特的吸引力﹐让中国投资者觉 得值得投资。 此趋势也为阿兹米律师事务所帶來重大的意义。阿兹米律师事务 所在中国內地有涉及马来西亚法律的项目市场进行稳定的发展, 成 立中文团队﹐也和中国著名中銀律师事务所建立合作伙伴关系。我 们对于中国企业的投资和生意经营方式熟悉，尤其是帮助中国客户 克服跨境交易的文化和沟通障碍。阿兹米律师事务非常高兴马来西 亚被银监会认可， 并欢迎有意在马来西亚投资和发展的中国企业 或投资者向该所询问有关法律事宜。 QDII计划在加拿大已经获得熱烈的响应和认可。加拿大最国际化 的金融理财服务公司, 宏利金融集团(Manulife Financial) 在2010年初 宣布获得了中国国家外汇管理局分配5亿美元的 境外证券投资额。虽然马来西亚最近才获得QDII 的认可，但是放眼我国的经济发展，許多区域有 着良好的发展基础﹐商机俯拾皆是，由此有理由相 信马来西亚能够成为中国投资者的理想选择。

作者:

巫殷婷 （马来西亚阿兹米律师所，资深律师） 德拉 “Deidre Badcock” (马来西亚阿兹米律师所， 国际实习生）

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。

www.legalbusinessonline.com

巫殷婷

2

010年4月16日，新加坡金融管理局(Monetary Authority of Singapore) (以下简称”金管局”）发布了一项修改证券期货法 令（以下简称“现有法令”）的征求意见稿，提出了一系列修改 意见（以下简称“意见”）。该意见有些是对证券期货法令2009（修 改版）（以下简称“修改法令”）的后续修改，有些是提高招股说明 书的披露要求，更多部分是对债券发行的披露要求，该意见也对董 事及主要股东的股权披露义务提出了要求。部分意见为：

一、股权披露义务

在并购过程中，修改法令要求，在并购上市公司的要约被无条件公 布后，因收到承诺而致股权发生变动时，要约人须就该变动进行披 露，意见免除了该披露义务。修改法令要求股权的名义持有人(legal owner)须就股权变动及时通知其代为持有的受益持有人(beneficial owner)，修改意见对此进行了弹性规定，要求基金经理在股权每 5%变动时进行报告。

二、交易前研究报告的分发

法令对分发交易前研究报告的条件进行了整合，主要是要求(1)报告 须在招股说明书申报前14天送达至机构投资者手中；(2)要约须在一 个或多个国家做出；及(3)印刷及送达该报告不会违反该国法律规 定。意见建议对于只限于国内的要约也可以分发交易前研究报告， 并提高了要求，包括(1)特定描述须登载于该报告的封面；及(2)签 发该报告的当事方须采取合理措施，以保证该报告内容只限于机构 投资者知晓，不得泄露与任何其他人，包括媒体。

三、再次出售免于提供招股说明书股份的规定

现有法令赋予某些特定符合条件的股份，免于提供招股说明书即 可发行出售，但不得在六个月内进行再次出售，修改法令规定了某 些特定股份可免于该限制。这些股份主要是指，公司同一级别的其 他股份已先前提供招股说明书并在某证券交易 所进行交易。考虑到有些通过安排或反向收购 上市，并未签发招股说明书，意见建议在此种 情况下，仍需受六个月不得再次出售的限制。 笔者将在下期简述意见对招股说明书的披露 要求。可至金管局网站(www.mas.gov.sg)了 解更多详情。 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

吳艷娟

陶丽 企業事務部法律顧問 Ph: (86) 13911000063 Fax: (65) 6534-0833 E-mail: taoli@loopartners.com.sg 俊昭法律事務所 16 Gemmill Lane, Singapore 069254

陶丽

德拉

巫殷婷 （马来西亚阿兹米律师所，资深律师）

19

NEWS | news >>

news in brief >> 12 students honoured in Jones Day International Legal Fellowship Awards

Jones Day has recently announced this year’s winner of its tenth annual International Legal Fellowship awards, with 12 outstanding law students from top universities in Beijing and Shanghai winning this honour. They will receive RMB15,000 each to support their education and experience in the legal area of their choice.

“We have seen a strong improvement in the quality of applicants over the past 10 years, which indicates that the future of the legal profession in China is clearly very bright,” said John Kao, partner-in-charge of Jones Day Beijing.

Over the past decade, the Jones Day International Legal Fellowship has granted more than RMB1.7m (USD 250,000) to 123 students from 17 universities in Shanghai and Beijing.

12位优秀学生获众达国际法律奖学金

12位来自北京和上海各大学法律专业的优秀学生获得了 2010年美国众达国际法律奖学金。他们将会获得由众达 提供的15,000元人民币奖学金。 众达北京执行合伙人高弘表示：“我们关注到奖学金 申请者的水平在过去十年间不断快速提升。这表示中国 未来的律师业的前景将非常光明。” 自该奖学金设立以来，美国众达律师事务所已经表彰 了来自于北京和上海17家大学的123名杰出法律专业学 生，奖金总额高达170多万元。

King & Wood senior partner Ronald Arculli receives HK’s highest honour Ronald Arculli, senior partner at King & Wood’s Hong Kong office has recently been bestowed with Hong Kong Special Administrative Region’s Grand Bauhinia Medal (GBM) for his contribution to the nation’s legal and financial services.

The GBM is the highest award Ronald Arculli King & Wood under the Hong Kong honours and awards system, created in 1997 to recognise the selected person’s lifelong and highly significant contribution to the wellbeing of Hong Kong. In addition to his legal roles, Arculli is chairman of the Hong Kong Stock Exchange and a member of the executive council.

金杜资深合伙人夏佳理荣获大紫荆勋章

金杜香港资深合伙人夏佳理因其在法律及金融领域的杰 出贡献，获香港特区颁发的大紫荆勋章。 大紫荆勋章 是香港特别行政区授勋及嘉奖制度下的最高荣誉，表扬 毕生为香港作出重大贡献的人士。 夏佳理目前担任港交所主席及特区政府行政议会成员。

20

Shanghai >>

Fourth Korean firm lands in Shanghai

C

ontinuous intra-Asia deal flows in China has tempted Korean firm Shin & Kim to launch a second China office in Shanghai, four years after its debut in Beijing. With its new Shanghai representative office the firm is aiming to move closer to local clientele – both the Shanghai-based subsidiaries of Korean companies and Chinese companies looking to invest in Korea – and target corporate, M&A and capital markets work.

Shanghai partner Byoung Seon Choe will be supported by a Chinese lawyer and other lawyers from the firm’s China practice, based in Seoul. Shin & Kim said the latest expansion was prompted by an expected growth Byoung Seon in the appetite of Choe Shin & Kim Korean corporates for investments in China.

Trade is flourishing between the two nations – China last year became South Korea’s largest trading partner, taking 24% of its exports. Local firms have also noted a significant number

►► PRC companies look to Korea for IPOs • Currently, ten PRC companies are listed on the Korea Stock Exchange (KRX) • Korean lawyers note more in the pipeline for PRC companies’ IPOs on the KRX • According to investment consultant firm Xinhua Capital, up to 40 PRC companies are preparing for listings in Korea • Chinese SMEs are finding the KRX an attractive option because of competitive fees and Korean investors’ strong appetite for foreign equities • Chinese companies on the KRX

of deals happening between China and Korea. For example, Shanghai-based firm Chen & Co recently facilitated the acquisition of a domestic retail chain by the Lotte Group in Korea.

However, while some Korean firms have devised specific strategies for seizing Sino-Korean work, a few others have taken the opposite approach. Hwang Pak Mok recently closed its Shanghai office less than a year after acquiring it through a merger with another law firm, saying the office was ‘unsustainable.’ ALB

第四家韩国律所进驻上海

中

国在亚洲地区的贸易持续增长，吸引韩国世 宗律师事务所继在北京开设代表处四年后在 上海开设了在中国的第二家分支机构。 世宗上海代表处，旨在进一步开发当地客户， 包括在上海设有子公司的韩国公司和有意投资 韩国的中国公司，并力图获得企业、并购及资本 市场业务。负责中国业务的合伙人Byoung Seon Choe将领导新代表处的工作。 世宗表示，预见到韩国企业对华投资兴趣日益 增长，促使他们在上海设立第二家代表处。中韩 两国的贸易往来蓬勃发展，去年中国已成为韩国 最大的贸易伙伴，占该国出口量的24%。 上海本地律所亦关注到中韩两国间大量交易所 蕴藏的商机，上海瑛明律师事务所近期即帮助韩 国乐天集团收购了一家国内零售连锁店。 然而，在一些韩国律所制定中国业务拓展策 略，准备在中韩业务方面大展拳脚的同时，另一 些反而关闭了在上海的办公室，比如Hwang Pak

►► prc companies listed in korea Company 3NOD Digital HuaFeng Textile Cowell Electronic Union Tech China Food Packaging China Ocean Resources China Great Star China Engine Group China Hao Ran Recycling

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

Market KOSDAQ KOSPI/ HKEx KOSDAQ KOSPI KOSDAQ KOSPI KOSDAQ KOSDAQ KOSDAQ

Mok在通过兼并另一家律所而设立上海办公室后 不到一年时间，便于近期关闭了该分所，据称是 该分所“业务难以维持”。

►► Korean firms in China

• • • • • •

Shin & Kim (Beijing, Shanghai) Bae Kim & Lee (Beijing, Shanghai) DeRyook (Shanghai) Dong Bao Lawyer (Shenyang) Jisung Horizon (Shanghai) Lee & Ko (Beijing) ISSUE 7.7

NEWS | news >>

ROSETTA TRANSLATION Expert Legal Translation ROSETTA

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Shanghai >>

Shanghai HHP finds European ‘best friend’ S hanghai firm HHP has recently entered into a “long-term entrustment agreement” with Marccus Partners, a law firm of European origin and a member of Mazars, an international audit, accounting and advisory group.

Under the agreement the two firms will form a close relationship, similar to a strategic alliance. It will allow HHP to use the Marccus brand in mainland China exclusively, and Dai Jun also enable the two firms HHP to work seamlessly with a uniformed interface to the clients.

“Joining forces with Marccus Partners and Mazars group will give HHP a big boost in inbound and outbound business. Our Chinese clients will get access to the strong legal and tax expertise of Marccus Partners in Europe and together we can better tackle the exciting challenges in law and business not only in mainland China but also in other jurisdictions,” said Dai Jun, HHP’s managing partner.

The new relationship extends the previous working ties between the firms’ partners, and is rooted in their common interests and values.

Between 2000 and 2006, HHP was the China member firm of Haarmann Hemmelrath, which joined Mazars in 2006. In 2007 Bernd Sagasser, former partner of Haarmann Hemmelrath, was elected to the

www.legalbusinessonline.com

managing partner role for Marccus.

Sagasser noted that his firm is pleased about the “reunion” of the partners. A strategic component of the agreement is to build a platform to expand into the Asia-Pacific region

“Together we can better tackle the exciting challenges in law and business in Mainland China” Dai Jun, HHP

together with HHP, and alongside Mazars. HHP has nine partners and 25 lawyers, and focuses mainly on M&A, real estate and construction, financial services and litigation.

Marccus Partners, with 200 lawyers and 320 staff in seven offices across Europe, has a clear transactional focus and specialises in implementing cross-border transactions. Mazars group has a presence in 56 countries with 12,500 professionals, including four offices in China and access to 400 staff. ALB

上海汇衡与欧洲Marccus Partners签署合作协议

近

日，上海汇衡律师事务所与欧洲律师事务所 Marccus Partners签署了长期合作协议。根 据协议，两家律师事务所将建立紧密协作关系， 联手为客户提供所需国内外法律服务和咨询。 2003年至2006年间，汇衡曾与德国法合联合律 师事务所（“法合”）有过紧密合作，而Marccus Partners的众多合伙人也曾服务于法合，因此双 方的合伙人对彼此有着深入的了解与信任。2006 年中，一部分原法合的合伙人与Mazars联合并创 建Marccus Partners；汇衡则选择独立发展。2007 年，法合前合伙人Bernd Sagasser成为Marccus Partners的管理合伙人。 “重聚”后的两个事务所彼此熟悉，且均专注于 公司并购、房地产、银行与金融、资本市场以及 相关税务筹划等领域的法律服务。 汇衡合伙人戴峻表示：“与Marccus Partners 以及Mazars的合作将极大地促进汇衡的跨境业 务。我们能够看到双方合伙人在专业及客户领域 的完美合作。我们的中国客户将能够接触到欧 洲Marccus Partners极强的法律以及税务专业服 务，且同时我们可以更好地在中国大陆和世界其 他地方迎接法律和商业上的挑战。” Marccus Partners的管理合伙人Bernd Sagasser 表示：“能与我们已相识十余年的合伙人再度合作 令我们非常满意，向我们的客户提供中国法律以 及税务之服务一直是我们战略的重要组成部分。

与汇衡合作，使得我们可以建立一个平台，能够 与Mazars并肩扩张至亚太地区。” 汇衡现在拥有25位律师和9位合伙人。Marccus Partners是一家以欧洲为基石的服务于商业交易 的律师事务所，其总共有200位律师以及320位职 员，在欧洲共有七间办公室。Marccus Partners与 Mazars同属于一个专业服务集团，Marzars为一个 分布于56个国家且拥有12500位专业人员的国际审 计、会计以及咨询集团。

21

NEWS | news >>

industry >>

15 Italian firms showcase opportunities at expo

HONG KONG >>

Dacheng gains Hong Kong office through merger with Xin Yang

D

A

n Italian delegation consisting of leading lawyers from 15 prominent Italian law firms has showcased investment opportunities in Italy, highlighting the key legal aspects that foreign investors need to pay attention to when investing in the country.

The one-day workshop themed “Italylaw”, was held in the Italy Pavilion of the 2010 Shanghai World Expo at the end of June. Massimo Roscigno, Consul General of Italy in Shanghai, delivered the opening speech, and representatives from five firms then gave speeches on various aspects of foreign investment in Italy during the morning session.

A roundtable discussion on topics of common interest between China and Italy was held in the afternoon, with Lv Hongbing, the vice president of All China Lawyers Association, among the guest speakers.

The 15 Italian firms included Bonelli Erede Pappalardo, Chiomenti, de Meo & Associati, Gianni, Origoni, Grippo & Partners and Scognamiglio. Chiomenti has two representative offices in China.

15家意大利律所亮相世博 会旨在促进中意跨境投资

由

15家最著名的意大利律师事务所的法律专业 人士近日组成代表团，代表意大利3000名法 律专业工作者出发赶赴上海世博会。此次代表团 的将出席于6月底在世博会意大利馆举行的“关于 外商在意大利投资的问题：法律层面”的研讨会。 该讨论会旨在为中意两国之间的文化与贸易关 系发展做出贡献，并加深中国对意大利法学界和 学术界的了解，为中意两国的企业家和学者提供 法律和司法文化方面的服务。 参与活动的意大利律师事务所包括Bonelli Erede Pappalardo, Chiomenti, de Meo & Associati, Gianni, Origoni, Grippo & Partners and Scognamiglio。 其 中Chiomenti在中国设有两家代表处。

22

acheng has officially staked a claim in Hong Kong through a merger with Guangdong Xin Yang, a Guangzhou-based firm that opened an office in Hong Kong in 2006.

The merger agreement between Dacheng and Xin Yang was signed in April 2010 and Xin Yang’s Hong Kong office Yang Jinzhu Dacheng was renamed ‘Dacheng Hong Kong’ in May, after obtaining the approval from the Law Society of Hong Kong. Xin Yang has been in association with Hong Kong local firm Wong Poon Chan Law & Co, and this association now continues with Dacheng after the transition.

Dacheng Hong Kong office currently has three partners and several lawyers, all of whom worked in Xin Yang prior to the merger. Yang Jinzhu, previously the co-managing partner of Xin Yang’s

Hong Kong office, now services as the head of Dacheng’s new office. “The merger is mutually beneficial as we have expanded to a much broader offering in regards to clients and network,” Yang said. “We’ve had a tide of referrals in the form of projects, cases and clients from Dacheng mainland to Hong Kong.”

Yang expects the Hong Kong team to grow significantly in the coming years with both lateral hires and internal transfers. “Many lawyers in Dacheng’s mainland offices, especially those experienced in foreign legal services have expressed interest to join our office,” Yang said.

In effect, arrangements have already been made for 15 partners to move from Dacheng’s mainland branches to the HK office. “Lawyers moving over from Dacheng mainland will also bring their clients with them to the Hong Kong office,” he said. ALB

通过与信扬合并，大成进驻香港

广

东信扬律师事务所于2006年在香港开设分 所，大成律师事务所通过与之合并正式进 驻香港。 2010年4月，两间律所签署合并协议。随后经 香港律师会批准，信扬的香港分所于5月份更名 为大成香港分所。信扬香港办公室与香港的黄潘 陈罗律师行实行联营，与大成合并之后仍保持着 该联营关系。 大成香港分所现有三名合伙人及数名律师，于 合并前均在信扬工作。信扬香港分所的前联营合

伙人杨金柱现担任大成香港分所的负责人。杨先 生表示：“这次合并可谓互惠互利，我们由此获得 了更多的客户和更广泛的全国布局。大成全国网 络可向香港分所推荐大量的项目、案件及客户。” 杨先生希望香港团队在来年借助横向聘用及内 部调任两种方式实现快速成长。杨先生表示：“ 大成在内地分所的许多律师，特别是拥有海外法 律服务经验的律师，表示有兴趣调派到香港分 所。”事实上，15名合伙人已计划从大成的内地 分所赴香港分所工作。 ISSUE 7.7

NEWS | news >>

suzhou >>

AllBright looks to Suzhou for growth prospects S hanghai’s largest firm AllBright has grown bigger with the launch of its fifth office in Suzhou, headed by senior partner Jin Zhongde.

The establishment of the Suzhou office will further strengthen AllBright’s market position in the Yangtze River Delta region.

Headquartered in Shanghai, the firm already has an office in Hangzhou.

With its third YRD location, it hopes to better service existing clients who

are headquartered in Shanghai but with subsidiaries and assets in Suzhou.

The new office is also set to facilitate local companies’ business development nationally.

With more than 20,000 foreign invested enterprises, Suzhou is one of the most popular cities for foreign investment. The city has attracted hefty investments from international heavyweights like Nokia, Samsung, Phillips, Dupont, Emerson and 3M.

The dynamic local economy also attracted King & Wood to open an office here in March 2008. Besides foreign investments, local lawyers have also identified other prosperous practice areas including capital markets, IP, real estate and crossStraits trade.

Currently, AllBright has 85 partners and more than 380 lawyers working across its offices in Shanghai, Beijing, Shenzhen, Hangzhou and Suzhou. ALB

锦天城苏州分所设立

近

日，上海规模最大的锦天城律师事务所在 苏州开设了第四家分所，进一步发展壮大 其全国网络。该分所由高级合伙人金忠德负责。 设立苏州分所将进一步巩固锦天城在 长三角地区的市场地位。锦天城的总 部位于上海，此前已于杭州开设分所， 这次在长三角的第三个城市开设分所， 是希望更好地服务于总部在上海而子公司及资产 位于苏州的公司。该分所亦可促进当地公司在全 国发展业务。

苏州拥有20,000多家外资企业，是吸引外商投 资最多的城市之一。诺基亚、三星、飞利浦、杜 邦、艾默生及3M等集团公司已在该市投入巨资。 当地经济生机蓬勃，亦吸引到金杜律师事务所于 2008年3月在此开设分所。 除外商投资外，当地律师亦发现其他充满前景 的业务领域，如资本市场、知识产权、房地产 及两岸贸易等。目前，锦天城在上海、北京、 深圳、杭州及苏州有85名合伙人及380多名律 师在职工作。

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 Finance • Capital Markets / Corporate Finance • Corporate and Commercial

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• Dispute Resolution • Financial Institutions • M&A / Restructuring • Private Equity / Venture Capital

• Project Finance • Real Estate • Taxation / Customs • Taiwan-related Legal Affairs

23

NEWS | news >>

Legal Traveller >>

Nick Zhang Ning, Director Rouse & Co, Shanghai

Favourite country to visit on business:

London – it’s still in Europe, with great culture and history, but also very efficient for business.

Least favourite destination: Tibet.

Most memorable travel experience:

My trip with a team of 20 volunteers to Sichuan after the 2008 earthquake: most volunteers were parents who lost their own children in earlier times. The volunteers were in a unique position to share their own experiences and comfort the Sichuan parents who lost their children.

Biggest trouble you face when on a trip:

I think of trouble on a trip as a challenge – it seems many exciting memories come along with unexpected troubles!

Best restaurants for business lunches and dinners:

Wu Guan Tang, a vegetarian restaurant located on Xinhua Road, which is a beautiful road in the French concession area of Shanghai.

Most important thing to bring on business trips:

A book! When you are home during normal life there is hardly time to finish reading a book, but on the trip, particularly on the flight, I have a big block of time without a mobile phone and blackberry to disturb me. I can enjoy reading.

Most dangerous travel experience:

My trip in Sichuan during the earthquake relief period: there were still many small quakes. We didn’t know when we might lose contact with our base.

24

Australia >>

New mining tax deal offers certainty for Chinese investors

N

othing has managed to dampen Chinese investor interest in Australia – not the Rio Tinto saga and not even the hefty Australian tax regimes. While many were clouded with uncertainty by the proposed resources tax introduced by former Prime Minister Kevin Rudd, China and Australia still signed commercial deals worth more than A$10bn.

Witnessed by visiting Chinese Vice President Xi Jinping in June, signings between the two countries included deals for state-owned China Development Bank (CDB) to provide financing for several major mining projects, including a US$1.2bn loan for an iron ore development.But while this uncertainty failed to halt Chinese ambitions, the clarity of newly announced tax regimes by the Gillard Government will be impetus for interest shown from smaller corporations.

The new Minerals Resources Rent Tax (MRRT) was announced before the Australian Federal election was called, with a levy to apply only to iron ore and coal projects. The separate Petroleum Resource Rent Tax (PRRT) which is currently applicable to offshore oil and gas projects will now be extended to onshore oil and gas projects.

China remains as Australia’s biggest trading partner and a major investor in its vital resources sector. Advisors have their eyes trained on major projects, where they believe work will continue to increase. Tony Damian, a Sydney-based partner at Freehills said that the new tax regime clears up the clouds of doubt that were plaguing investors.

►► Sino-Australian resources deals signed in June 2010 1. US$1.2bn facility agreement between Karara Mining Ltd and CDB 2. MOU on project development between South Australia and CDB 3. MOU on project development between Aquila Resources and CDB 4. JV agreement between China National Offshore Oil Corporation and Arckaringa Energy 5. Cooperation agreement of China First Coal Development between Resourcehouse, ExportImport Bank of China, Metallurgical Corporation of China and China Power Holdings 6. MOU between the Department of Resources, Energy and Tourism of Australia and the National Energy Administration of the PRC on enhancing cooperation in the field of energy

►► MRRT changes

• Iron ore and coal will now be subject to a new tax at 30% rate instead of original 40% • Tax will kick in at the government bond rate plus 7%, which would be about 12% • Oil and coal-seam-gas to be rolled into the existing Petroleum Resources Rent Tax and taxed at 40%

“The MRRT reduces uncertainty and some of the deals that may have been holding back no longer need to hold back, leading to an increase in M&A activity.” ALB

澳大利亚矿产税尘埃落定，中国投资者疑虑释除

不

论是力拓事件还是澳大利亚推出的新矿产税，似乎没有什么能够阻挡中国投资者对澳大利亚的投 资热情。尽管澳大利亚前总理陆克文建议征收资源税令外国投资者疑虑重重，中澳两国仍签订了 价值逾100亿澳元的商业交易。今年6月，中澳两国签署多项双边合作协议，在澳访问的中国副主席习 近平出席了签字仪式。合作协议包括由国家发展银行(CDB)为澳大利亚若干大型采矿项目提供融资， 例如提供价值12亿美元的贷款用于铁矿开发。 近日新总理Julia Gillard宣布了经过修改后的新税制，受到了广大矿业企业的支持。上周五新出台的 矿产资源租赁税(MRRT)仅适用于铁矿及煤矿项目，而目前对离岸油气项目单独征收的石油资源租金 税(PRRT)将延伸到国内的油气项目。 在能源方面，中国仍是澳大利亚最大的贸易伙伴及主要投资者。顾问律师已敏锐地注意到新政策的明朗 将有助于推进大型项目的进程。他们认为相关并购业务量将会不断增长，亦会促进中小型企业对澳大利亚 矿产资源的投资兴趣。傅立希律师事务所悉尼合伙人Tony Damian表示：“矿产资源租赁税的出台减少了交 易的不确定性，消除了投资者的疑虑。一些暂时搁置的交易又可以重新启动，从而将使兼并活动增加。” ISSUE 7.7

NEWS | news >>

BEIJING >>

Grandall IP branch adds new team

F

successively in Liu, Shen & Associates, China Sinda, Unitalen Attorneys and Deqi IP Corporation.

So far, Zhu and his teams have prepared, filed and prosecuted more than 4,500 Chinese inventions, utility model and design applications, with each of his prosecution cases granted a scope of protection satisfactory for the applicant. Zhu will also be overseeing the agency’s development of foreignrelated business.

Since the establishment of its first

ollowing the acquisition of a sixlawyer IP team from Beijing’s Xinzheng Zhitong at the beginning of this year, Grandall’s IP branch has grown again. It has recently absorbed the entire team at Beijing’s Junwood Partners – a foreign-business oriented boutique IP agency founded in 2008.

The newly joined team consists of seven patent attorneys, and is headed

by Junwood’s founding partner Zhu Denghe. Zhu, a qualified engineer and patent attorney, has practised

新专利代理团队加入国浩

近

►► Grandall’s IP practice group: major developments

国浩知识产权部门由合伙人马东晓带领，目前 有30多位专业人员。自2006年引进知识产权团队 以来，国浩通过不断吸引专业人员以及团队加入 使其知识产权服务实力得到稳步发展。2006年， 由马东晓带领的优仕联律师事务所整体加入国浩 北京办公室，成立知识产权部门。2009年成立了 北京国浩锐思知识产权代理有限公司，涉足知识 产权申请业务。 今年三月，又吸纳了心正智通 知识产权代理有限公司的整体团队，进一步壮大 国浩知识产权团队。

日，北京君伍时代知识产权代理事务所 整体加入北京国浩锐思知识产权代理有公 司。君伍时代是由朱登河先生于2008年发起成 立的专门从事涉外业务的专利代理机构。朱先生 曾经在柳沈、中原信达、集佳和德琦等专利代理 机构执业，具有十五年的专利代理经验，已办理 过二千多件申请和复审案件，客户包含欧美日韩 等许多知名跨国公司。此次随朱先生加入国浩锐 思的团队由7位成员组成，他们在专利代理领域 有丰富经验。

IP practice group in 2006, Grandall’s IP practice has grown significant, mostly via mergers & acquisitions. It now has a total of 30 IP professionals.

“Grandall’s IP practice group has been growing steadily since its establishment.

The main growth strategy for the IP group is through acquisitions of experienced, strong-performing IP practitioners and teams. We will continue to grow with this strategy,” said Ma Dongxiao, lead partner of Grandall’s IP practice group. ALB

• First established in 2006, with the acquisition of an IP team from Beijing Youshilian, led by partner Ma Dongxiao • Launched its own IP agency in Beijing named Grandall Reals in 2009 • Acquired the entire team from Beijing Xinzheng Zhitong IP agency in March 2010 • In June 2010, absorbed the entire team of Beijing Junwood Partners - a foreign-business oriented boutique IP agency.

MARTIN HU & PARTNERS

胡 光 律 师 事 务 所

Martin Hu & Partners maintains

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

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

Corporate and Commercial

Capital Market

Litigation and Arbitration

Mergers & Acquisitions

Education

Intellectual Property

Employment and Labor

Tax Law

Real Estate

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Contact Us MARTIN HU & PARTNERS Attorneys at Law 19th Floor, Yongda International Tower 2277 Longyang Road, Shanghai 201204 Tel.: +86 21 5010 1666 Fax: +86 21 5010 1222 E-mail: info@mhplawyer.com Website: www.mhplawyer.com

25

NEWS | news >>

欧华反垄断法律师加盟金杜

►► Lateral hires Name

Leaving

Joining

Practice

Location

Alex Yang Bertrand Theaud Chen Fang

Mallesons DLA Piper

Grandall Winston & Strawn

M&A, IP and FDI Corporate, M&A

Kunming Shanghai

Zhong Lun

Guo Kejun

DeHeng

Norton Rose Simmons & Simmons Zhong Lun

PE and venture capital, capital markets, M&A, real estate M&A, capital markets FDI, M&A, PE, fund formation

Shanghai

David Tang Davis Wang

Richard Wang & Co Global Law Office King & Wood

Beijing

Hong Guo An

Sincere Partners

Jianwei

Janet Yong Liu Cheng

UGGC & Associes DLA Piper

Yaoliang King & Wood

Qian Yuxin

Zhejiang Zeda

Gaopeng

Reorganisation and listing of enterprises, M&A, PE investment funds Construction, real estate, M&A, general corporate Corporate, shipping International trade, WTO law, antitrust, corporate investments Banking & finance, securities, real estate, maritime affairs, IP, corporate affairs

Beijing Beijing

Shenzhen Shanghai Beijing Hangzhou

►► Promotions Name

Firm

Title

Practice

Location

David Tang

AllBright

Partner

Shanghai

Jason Wang Lewis Ho Lin Yixin

Han Kun Simmons & Simmons Han Kun

Partner Partner Partner

Shen Min

Gaopeng

Partner

Steven Liu

DLA Piper

Wu Yiyi

Minters

Head of corporate practice Partner

corporate, corporate finance, crossborder direct investments, M&A, corporate restructuring corporate finance, FDI, M&A IP litigation and patent M&A, public and private financing, FDI Trust, financing, restructuring, acquisition, leasing M&A, capital markets, PE and VC

Global Law Office

Norton Rose

New Norton partner defies movement trends Former Global Law Office partner Michael Yu has defied recent movement trends (international to PRC firm) by moving to international firm Norton Rose.

Michael Yu Yu’s corporate expertise includes M&A work, IPOs and private placements. He has advised on many large-scale projects including China Mobile’s asset acquisition in eight different provinces, CNOOC and Shell Petrochemicals’ US$2.7bn financing project, China Netcom’s RMB5bn bond issuance and the establishment of BOCI Limited.

Yu’s appointment comes after the appointment of Lynn Yang (former Allen & Overy of counsel) as corporate and insurance partner in its Shanghai office.

Both appointments are part of Norton Rose’s strategy for its China growth ambitions.

前环球合伙人加盟诺顿罗氏

曾在环球律师事务所担任合伙人的于淼律师，近期作 为公司业务合伙人加入诺顿罗氏北京代表处。 于律师专注的业务领域包括外商直接投资、外资并购、

26

M&A, FDI, corporate finance, employment, real estate

Shenzhen Shanghai Beijing Shanghai Beijing Shanghai

项目融资、境外上市、诉讼与仲裁等。他曾为中国移动境 内8省市移动资产并购、中海壳牌石油化27亿美元融资项 目、中国网通50亿人民币债券发行等提供过法律服务。 在于淼加入诺顿罗氏前，该所吸纳了前安理律师事务 所顾问Lynn Yang成为其上海代表处合伙人。 DLA Piper

King & Wood

Former DLA antitrust lawyer joins King & Wood as counsel Already renowned as a leader of international trade and competition advice, King & Wood remains vigilant on boosting its capabilities in this area further. The firm has recently hired Liu Cheng, formerly a lead lawyer at DLA Piper’s international trade and competition practice, as counsel for its international trade group.

Liu’s main areas of practice include international trade, WTO Liu Cheng law, anti-trust, and corporate investments. Prior to joining DLA Piper’s Beijing office, he served as in-house legal counsel at BASF China, where he was responsible for trade, investment, antitrust and commercial matters. He also practiced at King & Spalding’s Washington office and Beijing T&D Associates as consultant and associate respectively.

曾在欧华北京代表处执业的刘成律师，近日加盟了金杜 北京总部成为顾问律师。刘成律师的专业领域为国际贸 易/WTO、反垄断和公司投资业务等。刘律师的加入进 一步加强了金杜在该领域的市场领先地位。 在欧华执业期间，刘律师是该所北京代表处贸易法和 竞争法业务团队的负责律师。此前，刘律师还担任过巴 斯夫公司的法律顾问，并曾在美国金和斯伯丁律师事务 所以及北京天地和律师事务所任律师。 DeHeng

Zhong Lun

Zhong Lun boosts capital markets practice with new partners Former DeHeng capital markets partner Guo Kejun has recently joined Zhong Lun’s Beijing office as senior partner. Qualified to practise in both China and the US, Guo also practised in both domestic and international firms like King & Wood, Graham & Smith and Simmons & Simmons. His main practice areas include the reorganisation and listing of enterprises, M&A and PE investment funds.

The firm has also recently Guo Kejun hired Chen Fang as a partner for its Shanghai office. Prior to her partnership, Chen was a partner at Shanghai firm Richard Wang & Co. Her main practice areas include PE and venture capital, capital markets, M&A and real estate.

中伦吸收新合伙人，推进资本市场业务

前德恒资本市场合伙人郭克军，近日作为高级合伙人加 盟中伦律师事务所北京总部。郭律师持有中美两国执 业资格，亦曾供职于多家国内外律所，如金杜、Graham & Smith及西盟斯律师事务所。他的主要执业范围包括 企业改制上市、并购和私募股权投资基金。 同时，中伦上海办公室亦聘用了陈芳作为合伙人。成 为中伦合伙人之前，陈律师曾是上海小耘律师事务所的 合伙人。她的主要执业领域包括私募股权和风险投资、 资本市场、并购及房地产。 Pillsbury

AllBright

Pillsbury Shanghai counsel joins AllBright Shanghai’s largest law firm, AllBright, continues to up its game on the international playing field making another appointment this year. David Tang, former senior counsel at Pillsbury Winthrop Shaw Pittman, has recently joined AllBright as partner.

The appointment follows on from Lovell’s Beijing ex-managing partner Robert Lewis, former Simmons & Simmons consultant Richard Lee, and former partner of K&L Gates Louis Meng, all joining the firm in recent months.

Tang focuses on corporate, corporate finance, cross-border investments, M&A and corporate restructuring. His role at AllBright is to collaborate with his new team to build up a first-class platform for both domestic and David Tang foreign clients.

ISSUE 7.7

NEWS | news >>

前必百瑞高级顾问唐志华加盟锦天城

曾任必百瑞上海代表处高级顾问的唐志华律师，近期 加盟了上海锦天城律师事务所担任合伙人。唐律师是 继吕立山，李重毅和Louis Meng等律师之后又一位从 国际所加入的资深律师。 唐志华主要从事公司业务、合资经营和战略联盟、 并购、公司重组、公司金融及合规操作等业务。加盟锦 天城之前，唐律师在必百瑞和高特兄弟律师事务所职 执业超过１４年。 Grandall

Mallesons

Grandall hires new partner to rebuild Kunming office Alex Yang, the former associate in the Shanghai office of Mallesons Stephen Jaques, has made a switch to Grandall, taking up a leadership role in the firm's Kunming office.

Yang joined Mallesons in 2007 and worked as an associate in the firm's China M&A group in Shanghai, where he advised on corporate and commercial matters including M&A, IP and foreign direct investment. His experience spans several sectors including mining, banking and finance, Alex Yang manufacturing and real estate.

Before his time at Mallesons, he practised with leading Shanghai firm Duan & Duan.

Returning to his home town of Kunming, Yang now serves as the managing partner of Grandall's office located there. Although it was first established in 2002, development has lagged behind other offices of the firm. Currently the office has two partners, four lawyers and five support staff.

The arrival of Yang is set to signal the start of a new development phase for the Kunming office, which will focus on capital markets, FDI, corporate and M&A.

国浩吸纳新合伙人 加强昆明办公室团队

国浩律师集团事务所近期任命了杨志坚律师为其昆明 办公室管理合伙人，旨在加强其在云南的业务发展。 加盟国浩前，杨律师是万盛国际律师事务所大中华区并 购团队的成员，在其上海办公室工作。在万盛工作期间， 杨志坚的业务领域包括收购和兼并，知识产权和外商 直接投资。他在矿业、银行和融资、制造业和房地产业 等不同的产业领域拥有着丰富的经验。 国浩昆明办公室于2002年设立，现有两位合伙人， 四位律师以及五位辅助人员。杨律师的加入标志着该 所昆明办公室将进入新一轮发展阶段。 UGGC & Associes

Yao Liang

Yao Liang appoints foreign counsel Shanghai’s Yao Liang law offices has recently upped its capabilities in offering international advice, especially for Asian companies. It has appointed UK and Malaysian-qualified lawyer Janet Yong as foreign counsel in its international team.

Yong’s practice areas include corporate, crossborder investments, shipping and maritime law and IP. She has particular expertise advising on business strategies, international business structures, PE and M&A work.

Prior to joining Yao Liang, Yong was senior foreign counsel at French firm UGGC & Associes (Shanghai).

Previous to that, she practised in Lehman, Lee & Xu’s Shanghai office and also with Malaysian firms Andersen Legal and Shook Lin & Bok. At Yao Liang, Yong will focus on advising foreign clients in how to attain their business objectives on the mainland. The firm employs nine partners, 15 lawyers and three foreign counsels across its headquarters and its branch office in Beijing.

前法国律所顾问加盟上海耀良

为加强处理涉外法律事务的能力，上海耀良律师事务 所吸纳了前法国优集思律师事务所外籍律师杨蕙绵为 外籍法律顾问。拥有英国和马来西亚律师资格的杨蕙 绵律师，主要业务领域为公司及商事法律、外商直接 投资、知识产权、以及海事业务。除了曾在法国优集思 执业外，杨律师还曾在雷曼上海办公室以及两家马来 西亚律师事务所就职。 耀良主任顾耀良表示“基于我们处理的国际公司法律 事务越来越多，也越来越重要，我们非常需要像杨律师 这样在这个领域有丰富经验的外籍律师加入到我们的 团队中来。相信杨律师加入本所后，必将更好地协助 客户处理各种国际性的法律事务，广泛开拓海外业务、 进行海外投资。” 上海耀良目前有九位合伙人，15位专 职律师以及三位外籍法律顾问，并在北京设有分所。

Firm Profile

China’s No.1 Anti-Monopoly case Lifang & Partners concluded with key concepts being burden of proof and relevant market definition

L

ifang lawyers have successfully defended client China Unicom (formerly known as China Netcom) in China’s first antimonopoly case. China Netcom was accused of abusing its dominant market position in a case heard at Beijing No.2 Intermediate People’s Court.

The plaintiff, (Li) argued that China Netcom’s Beijing branch had given him only one choice (pre-payment) when he purchased fixed telephone services, applying discriminatory treatments to trading parties with equal standing and thus abusing its dominant market position. The trial court rejected Li’s requests, and Li appealed to the Beijing High People’s Court. The High Court, however, held the first-instance court decision as correct.

This case has attracted wide attention as the first major judicial anti-monopoly case in China. It has been instrumental in establishing principles concerning rules of evidence and

www.legalbusinessonline.com www.legalbusinessonline.com

market definition in anti-monopoly litigation.

These are as follows: 1. The principle of allocating the burden of proof in anti-monopoly litigation has for the first time been specified by a court decision.

The Beijing High People’s Court held that in civil actions involving the abuse of market dominance, the plaintiff was responsible for providing evidence concerning the definition of the relevant market. The plaintiff must show that the defendant held a dominant position in that market, that it had abused that dominance and that such abuse had caused actual losses to the plaintiff.

2. The judicial procedure made a direct determination on the issue of what is the relevant market. In the final judgment the High Court supported the trial court’s original decision that fixed telephone, Little Smart (xiaolingtong) phone and mobile phones were closely substitutable, as were ADSL and wireless access to the internet. Previously, such

a determination was generally made by the competition authority in merger assessment.

Lifang’s success in this case came about from the extensive knowledge lawyers gained Guanbin Xie from their involvement in many anti-monopoly matters since 2007, and from their practice in intellectual property litigation over the years.

Guanbin Xie, managing partner Email: guanbinxie@lifanglaw.com Tel: 86-10-64096099 Fax: 86-10-64096260 64096261 Website: www.lifanglaw.com

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NEWS | news >>

Zhejiang Zeda

Gaopeng

Gaopeng snares new partners Gaopeng has recently acquired one senior partner and eight partners, all in less than a month. At the same time, Shen Min, who joined Gaopeng in 2008, was also promoted to partner for the Shanghai office.

Her main practice areas include trust, financing, restructuring, acquisition, and leasing.

Qian Yuxin, the new senior partner in Gaopeng’s Hangzhou office, was previously a partner with Zhejiang Zeda Law Firm. His main practice areas include banking & finance, securities, real estate, maritime affairs, IP and corporate affairs.

The eight new partners are Cai Xiang, Cao Li, Xu Xiangyang, Zhang Jinling, Liu Ruxang, Qin Xiaoyan and Lu Zhi. They are all based in Gaopeng’s Nanjing office – a result of a merger with Jiangsu Hailang Law Firm at the end of 2009.

高朋合伙人团队强劲增长

Jianwei Law Firm

Sincere partner leaves for Jianwei Formerly a senior partner at Sincere Partners, Hong Guo An has left the firm to join Shanghai’s Jianwei law firm’s Shenzhen branch as partner. Prior to his time at Sincere Partners, Hong was a director at Shenzhen firms Pengcheng law firm and Tian Hao law firm.

His main practice areas include construction, real estate, securities and general corporate advice.

His long-term clients include numerous real estate companies under the Shum Yip Holdings, MASRC and Futian Properties.

前星辰合伙人加盟建纬

前广东星辰律师事务所资深高级合伙人洪国安，离开星辰 成为上海建纬律师事务所合伙人，在其深圳分所工作。 在洪律师加入星辰之前，曾担任深圳其他两家律师 事务所的高级合伙人。他的主要执业领域包括建筑、 房地产、证券及一般企业建议，长期客户为深业集团、 MASRC 及Futian Properties旗下众多房地产公司。 DLA Piper

Winston & Strawn

Winston & Strawn adds Shanghai corporate partner Winston & Strawn has added a new corporate and M&A partner, Bertrand Theaud, to its Shanghai office.

He was most recently a partner for DLA Piper in Shanghai. Theaud has participated in the structuring and closing of various domestic and cross-border

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美国温斯顿吸纳新上海合 伙人

此前 曾 在欧 华 担 任 过合 伙 人 的 Bertrand Theaud律师，近期已加 入美国温斯顿国际律师事务所， 成为驻在上海代表处的合伙人。 Theaud的主要业务领域为公司 和并购。他曾代理过众多法国和 Bertrand Theaud 其他国家客户在中国的投资和跨 境交易项目，并在零售和化工等行业拥有丰富经验。 温斯顿于2008年底在香港设立了代表处。又于去年11 月，该所通过吸收来自美国海陆国际律师事务所 (Heller Ehrman) 的几位律师和其他一些法律专业人士，得以在 北京和上海同时成立两家代表处。目前，该所在大中华 区共有21位律师，其中包括7位合伙人。 Han Kun

刚刚被评为2010年《ALB迅速发展的十家律师事务 所》之一的高朋，近期再次扩大了其合伙人团队。该所 已吸引曾任浙江泽大律师事务高级合伙人的钱育新加 入新成立的杭州分所，晋升沈旻律师为上海合伙人， 同时吸纳了八位律师加盟高朋（南京）合伙人团队。 高级合伙人钱育新律师的主要业务涉及融资、证券、房 地产、海事海商、国际贸易等领域。沈旻律师于2008年 加盟高朋上海办公室，主要从事信托、金融、重组、收 购、融资租赁等领域的法律业务。 南京分所的八位新合伙人为蔡翔、曹力、许向阳、胡 宜金、张金岭、刘儒香、秦小彦、鲁智。 Sincere Partners

deals for French and other foreign clients in diverse industries, with a more specific expertise in retail and chemical industries.

Han Kun counsels enter partnership Two counsels, Lin Yixin and Jason Wang, at Han Kun Law Offices have recently been promoted to partners for the firm’s Beijing and Shenzhen offices respectively.

Lin’s practice focuses on M&A, public and private financing and FDI. Prior to joining Han Kun in 2005, he served as legal director of AsiaInfo Holdings. He will be based in the firm’s Beijing office.

Wang’s practice focuses on public and private financing, FDI, M&A, enterprise restructuring and banking. He has represented several MNCs and SOEs as their long-term external legal counsel. Prior to joining Han Kun in 2009, Wang practised in both Gide Loyrette Nouel and King & Wood for over seven years.

He will be based in the firm’s Shenzhen office.

两位汉坤律师晋升合伙人

汉坤律师事务所的两名律师林燚新和王哲，最近被晋升 为合伙人，分别在汉坤北京和深圳办公室工作。 林律师专注于并购、公开和私人融资及外商直接投 资。在2005年加入汉坤之前，他曾任亚信控股的法务总 监。林律师将主要在汉坤的北京办公室工作。 王律师专注于公开及私人融资、外商直接投资、并 购、企业改制及银行业。他担任数家跨国公司和国企 的长期外部法律顾问。在2009年加入汉坤之前，他曾 先后在基德和金杜工作逾七年。他将主要在汉坤的深 圳办公室工作。 DLA Piper

DLA Piper names new Beijing corporate practice head DLA Piper has recently promoted Steven Liu to head of corporate practice in Beijing, shortly after the departure of venture capital and PE practice head Rocky Lee. Liu, who has been partner at DLA Piper for three years, will be overseeing DLA Piper's overall Beijing corporate practice work, Steven Liu with a focus in PE and venture

capital, a responsibility broader to that of Lee's former role.

Liu has a broad background in M&A and capital markets practices. He recently advised Datang Telecom in its US$171.8m investment in Semiconductor Manufacturing International Corporation, and AsiaInfo in its US$733m acquisition of Linkage.

He has also advised companies such as QKL Stores and VanceInfo on their NASDAQ listings.

欧华任命新北京公司业务主管

欧华律师事务所近日宣布，任命合伙人刘忠铮为北京代 表处公司业务主管。 刘律师的业务范围主要集中于私募股权与风险投资 领域方面。他同时在并购和资本市场领域也具有丰富 经验，曾参与大唐电信收购中芯国际以及中国连锁超 市庆客隆在纳斯达克发行股票等项目。 曾任欧华北京代表处亚洲私募股权与风险投资业 务部主管李大诚，近日离开了欧华家盟凯威莱德为亚 洲管理合伙人。 Simmons & Simmons

Simmons & Simmons promotes IP lawyer to partner Simmons & Simmons has recently promoted IP lawyer Lewis Ho to its partnership. Ho specialises in patent and other IP litigation for technology-rich companies.

He has experience advising life sciences companies on their R&D Lewis Ho projects in China.

Ho joined the firm in November 2007 and is based in the firm’s Shanghai office.

西盟斯提升知识产权律师为合伙人

西盟斯近日将知识产权律师何伟康(Lewis Ho)提升为 合伙人。何律师专注于高科技公司的专利及知识产权诉 讼。他曾就生命科学公司在中国的研发项目提出建议。 他于2007年11月加入西盟斯，主要在上海办公室工作。 Minter Ellison

Minters Shanghai chief rep enters partnership Wu Yiyi, who joined Minters from Shanghai Rolmax Law Firm in January this year, has been made partner in the firm’s Shanghai office. Wu is a senior corporate and commercial lawyer and the head of Minter Ellison's Shanghai office.

She specialises in M&A, FDI, corporate finance, employment and real estate, and has particular strength in the hotel management and franchise sectors.

铭德上海首席代表成为合伙人

今年一月离开上海汇盛律师事务所，加盟铭德律师事 务所的吴翊翊律师，现被任命为铭德上海办事处的 合伙人。 吴律师是一名资深企业和商业律师，任铭德上海办 事处首席代表。她专注于并购、外商直接投资、企业 融资、雇佣及房地产，尤其在酒店管理和专利部门领 域具有深厚经验。 ISSUE 7.7

Firm Profile

GoldenGate

NEWS | news >>

The GoldenGates of dispute resolution

D

espite still voyaging through its nascent years, GoldenGate Law Firm has already well superseded fellow competitors. The firm was only established in 2007, yet has since made its name as one of Beijing’s leading boutique law firms.

Equipped with four partners and12 legal professionals in its Beijing office, the firm zeroes in on offering foreign investors comprehensive solutions to general corporate, IP and dispute resolution matters.

Most commendable, however, is the firm’s exponential growth in its dispute resolution capabilities. Tim Meng, managing partner of GoldenGate, is widely regarded in the market as a tried-and-true dispute resolution veteran.

He has handled over 40 disputes relating to JVs, international trading, engineering and management contracts before the China International Economic and Trade Arbitration Commission (CIETAC, the largest arbitration institution in China), an accomplishment very few professionals in the field can boast of.

Unravelling Client Disputes “As a disputes resolution lawyer, you need to have an excellent understanding of the legal system, the arbitrary rules and procedures,” says Meng. “In addition to that, you must not only know the law like the back of your hand but also be able to interpret it from different angles.”

Meng explains that when it comes to resolving disputes, it is never only about what the lawyer knows, but how he can interpret the rules of law to his clients. “While you educate them on how the law works, you must also be able to understand their true interests and concerns so you can tailor your services accordingly.”

In the firm’s endeavour to better understand their clients’ concerns, GoldenGate brought on former Samsung China head counsel Tian Yongfu as partner in November of 2009. Tian’s expertise brings a very valuable set of perspectives to the firm’s table. He is skilled in commercial negotiation, litigation & arbitration, as well as corporate compliance issues. “Tian knows how the MNCs work and how internal decisions are made. According to his extensive experience, clients want to know that you really care about protecting their interests. They also expect you to be readily available when they need help. Knowing these, we have reorganised our priorities to serve them better,” says Meng.

Meng adds that it is only when clients begin to truly understand how local law functions www.legalbusinessonline.com

that GoldenGate lawyers can begin working on a strategy befitting the client company’s agenda. Building a strategy aimed at adding value to their clients’ business is a crucial part of how GoldenGate manages to seize major long-term clients like AIG, Columbia Sportswear, Ritz Carlton, Ogilvy, Krones, Samsung China and Starbucks.

Amidst a rather saturated market, what truly distinguishes GoldenGate from competitors is the ease with which it is able to carry its arbitration knowledge across borders. The firm is renowned for its capability of enforcing foreign arbitral awards in local courts.

GoldenGate has also performed arbitrations in many different jurisdictions, including courts located in Germany, Hong Kong and Singapore.

Tim Meng is also admitted to practice at both New York and Chinese National Bar. “We make it a point to always keep up to date as to what is happening around the world of dispute resolution. When advising, we always refer to landmarks cases in leading jurisdictions like Britain and the US, and this is what makes our advice unique,” says Meng.

Spearheading the IP league In addition to being a leader in dispute resolution, GoldenGate’s IP practice has also earned many accolades around the industry. Its high-profile IP representations include Starbucks and Ritz Carlton in their respective trademark issues of 2006 and 2008, both of which were recognised by the Chinese government as top ten IP cases in their respective years.

Linda Zhao, partner and head of trademark department at GoldenGate is considered to be one of the most competent trademark attorneys in all of China, having represented brands such as Hofbrauhause, Spyker, Yoplait and Spar.

GoldenGate is also one of the most active

►► GoldenGate case highlights Ritz Carlton - Trademark • Represented Ritz Carlton in its claim against three Rits sauna clubs in Shanghai • Award size: 1,000,000 RMB • Court tried in: First and Second Intermediate Courts of Shanghai Banquo Addidas Investment Ltd. • Won a CIETAC award for an arbitration case on behalf of Banquo Addidas Investment in its claim against a Chinese state-owned supplier • Award size: $250,000 • Court tried in: CIETAC Beijing Metso • Represented Metso’s Hong Kong subsidiary in a CIETAC arbitration matter for non-payment against a local firm • Award size: 6,000,000 RMB • Court tried in: CIETAC Beijing NEOgas vs. Enric - Patent • Represented NEOgas in a patent infringement case against Enric and a Chinese competitor • Award size: Settled • Court tried in: HK International Arbitration Center

firms in the international IP arena. In 2009, the firm joined TAGLaw, a worldwide network of 145 law firms in 81 countries, with its partners regularly participating in international IP events, such as the AIPPI, Intellectual Property World Congress and INTA, International Trademark Association conferences.

GoldenGate is well reputed for providing novelty legal services. When asked about the firm’s resounding success, Tim answers humbly, “GoldenGate is a true partnership where everyone works well together. It is this strong Anglo-American structure that has propelled us to success in our time.”

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

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| ALB NEWS | ALB Feature China 30 20 >>>>

CHINA

Strong economic growth is a prerequisite to achieve inclusive growth. The next decade is for the country’s largest and best-known firms to grab, ALB reports ►► ALB China 20: Methodology

• ALB China makes every effort to ensure that firms likely to appear in the ALB China 20 are contacted • Firms were required in early June 2010 to provide accurate data promptly • PRC firms need to have at least two offices before June 2010 to be able to qualify for this year’s ALB China 20 • International firms are ranked by the total number of lawyers and partners in their mainland offices • The arrows in the ranking column show numerical changes compared with last year, but in no way indicate a qualitative change • If your firm is missing from the list, please contact us: alb@keymedia.com.au to ensure your firm is included next year

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T

he composition of this year’s ALB China 20 list – an annual ranking of the country’s largest law firms, remains relatively unchanged from last year’s. This, however, in no way suggests the past year was an ordinary one. With renewed momentum, most of the largest firms have expanded further, either through organic growth or M&A, into new practice areas, new cities and even new countries.

Dacheng, which was last year’s largest firm in China and Asia by lawyer headcount, has successfully defended its top title. Over the past 12 months the firm has added 500 lawyers (equivalent to the entire Grandall legal group) and six new offices, becoming the first firm of Asian origin to employ over 1,000 lawyers.

Now, 1,400 lawyers are working across

Dacheng’s 34 offices, some of which are in overseas locations.

Dacheng’s jaw-dropping rate of expansion was achieved through absorption of other firms. In the first half of 2010 alone, the firm has merged with Shanghai firm De Qin, Guangzhou’s Xin Yang, and Beijing’s Kingfield and Fengqing firms. Apart from mergers and acquisitions, making aggressive lateral hires also fuels the firm’s headcount. In Yunnan, Dacheng has recruited a strong team from local leading firm BaQian for the opening of its branch office there.

Its ambitions extend beyond domestic barriers though – the firm launched its Taiwan branch last month (through entering into a strategic alliance with a newly-founded local Taiwan firm which shares the same name) and also finalised its New York location at the ISSUE 7.7

NEWS | ALB China 20 >>

“The key question is whether any international firm can really grow to a substantial size in China, given they have to contend with not only restrictions on practice but also increasingly stiff competition from PRC firms for cross-border deals”

CHINA

►► ALB China 20 largest PRC firms Rank

Firm

Head office

Managing partner

1

Dacheng

Beijing

Wang Zhongde

2

King & Wood

Beijing

3

DeHeng Law Offices

4

Grandall

5 6

Total partners and lawyers

No of Partners

No of Lawyers

No of No of foreign Offices counsels

1,406

522

884

5

34

Wang Junfeng

830

200

630

90

16

Beijing

Wang Li

685

127

558

0

16

n/a

Lv Hongbing

495

123

372

5

12

AllBright

Shanghai

Wu Mingde

380

85

295

5

6

Yingke

Beijing

Mei Xiangrong

347

84

263

5

7

7

Zhongyin

Beijing

Zhao Cenghai

346

32

314

1

11

8

Jun He

Beijing

Xiao Wei

343

89

254

11

8

9

Zhong Lun

Beijing

Zhang Xuebing

331

205

126

6

7

10

Zhong Lun W&D

Beijing

Chen Wen

317

65

252

2

12

11

Longan

Beijing

Xu Jiali

310

90

220

2

8

12

Guanghe

Shenzhen

Tong Xin

285

99

186

0

2

13

Jincheng Tongda & Neal

Beijing

Tian Yu

237

73

164

0

6

14

Tahota

Chengdu

Cheng Shoutai

204

33

171

0

6

15

Tian Yuan

Beijing

Wang Lihua

178

43

135

0

2

16

Guantao

Beijing

Cui Liguo

161

45

116

2

10

17

Fangda Partners

Shanghai

Gao Yang

157

30

127

10

3

18

Deheng Law Firm

Qingdao

Hu Ming

134

33

101

1

4

19

V&T

Beijing

multiple

126

46

80

4

3

20

L&H

Hangzhou

Zheng Jindu

111

30

81

0

3

Change from 2009

NEW

NEW

NEW

NEW

All figures are for lawyer headcount and supplied by firms.

►► ALB China 10 largest international firms in mainland china Rank

Firm

Mainland Total

Beijing

Shanghai

partners lawyers

Total

Hong Kong Total partners lawyers in HK/ PRC

China MP(s)

partners

lawyers

110

10

41

9

50

176

44

132

Hogan Lovells

82

4

40

4

34

71

17

54

153 multiple

3

DLA Piper

66

3

33

4

26

123

28

95

189 multiple

4

Freshfields Bruckhaus Deringer

63

4

35

4

20

74

14

60

137 Teresa Ko

5

Jones Day

63

6

23

7

27

52

18

34

115 multiple

6

Clifford Chance

52

4

28

2

18

124

27

97

176 Stephen Harder

7

Paul Hastings

49

3

13

8

25

46

10

36

95 multiple

8

Gide Loyrette Nouel

39

3

17

3

16

11

4

7

9

Linklaters

39

2

9

4

24

129

22

107

168 Marc Harvey, Celia Lam

10

Mayer Brown JSM

36

4

22

2

8

187

57

130

223 Elaine Lo

1

Baker & McKenzie

2

www.legalbusinessonline.com

Change from 2009

286 David Fleming NEW

NEW

50 multiple

31

NEWS | ALB China 20 >>

CHINA

“Given the rapid market development and emerging client demand, leading PRC firms now have a huge need to recruit lawyers and partners with extensive international exposure and experience” David Liu

Jun He

same time. In May, it officially staked a foothold in Hong Kong as a result of its merger with Xin Yang, a Guangzhoubased firm that opened an office in Hong Kong in 2006. Xin Yang’s Hong Kong office has been renamed to Dacheng Hong Kong, after obtaining approval from the Law Society of Hong Kong. The Hong Kong office has been in association with local firm Wong Poon Chan Law & Co, and this relationship remains.

Compared to Dacheng, King & Wood, the legal industry magnate that holds second place on the ALB China 20 list, has experienced a much smaller increase in headcount (4% year-on-year). Yet it has managed to attract a number of top-calibre lawyers to join the partnership, including some who previously served as senior-level partners with leading international firms. For example, Rupert Li, previously the Beijing chief representative and partner at Clifford Chance, has swapped his partnership at the Magic Circle firm for a senior management position at King & Wood.

He joined as international managing partner to lead the expansion of the firm’s international business, including its Hong Kong office, and both inbound and out-bound work for King & Wood. Apart from bringing additional technical expertise and market connectivity to its capital markets and M&A practices, Li’s previous experience as the sole representative for Asia on Clifford Chance’s partnership council will also benefit the firm’s management and governance initiatives.

Another milestone for the firm in the past year was the completion of its merger with Hong Kong firm Arculli Fong & Ng. After a three-year association in Hong Kong, the merger has enabled King & Wood to practice Hong Kong law. All 13 partners and 45 legal professionals at Arculli Fong & Ng will be fully integrated into King & Wood’s Hong Kong office. Currently, Jun He is the only other PRC firm that has completed the same localisation process in Hong Kong, allowing it to offer dual capability for its clients.

Grandall, one of the leading and largest PRC law firms, your best partner helping your business succeed in China!

• Securities and Capital Markets • International Trade • Corporate and M&A • Competition/Antitrust • General Business Law • Infrastructure and project finance • Dispute Resolution

• Insurance • Banking and Finance • Intellectual Property • Real Estate • Bankruptcy • Shipping & Marine

Beijing | Shanghai | Shenzhen | Hangzhou | Guangzhou Kunming | Tianjin | Chengdu | Ningbo | Fuzhou | HongKong

Website: www.grandall.com.cn

32

ISSUE 7.7

NEWS | ALB China 20 >>

“The long-term prosperity of firms anywhere in the world depends most on the quality of their partnerships, but, given the meteoric growth of firms here over the last decade, the quality differential may be greater here than anywhere else” Jun He reported a very small increase in headcount compared to this time last year, but has made several noticeable lateral hires from international firms. Among the new appointments are partners James Zou and Zoe Wang from US firm Perkins Coie. The two new partners previously served as the US firm’s Beijing and Shanghai managing partners, respectively.

Both are US-qualified lawyers and registered to practice before the US Patent and Trademark Office, and both focus on patent-related issues. Apart from bolstering the capabilities of Jun He’s international IP practice group, they will be leading the development of the firm’s soon-to-be launched Silicon Valley office.

Although partner lateral hires from international counterparts were not unheard of in the past, the necessity for PRC firms to make them now and the willingness of international partners to join local firms has never been greater.

“Given the rapid market development and emerging client demand, leading PRC firms now have a huge need to recruit lawyers and partners with extensive international exposure and experience,” said David Liu, a senior partner with Jun He. “As they increasingly take on lead roles in cross-border transactions and investments, the ability to offer clients the combination of local and international expertise and capabilities is critical,” he added.

CHINA

“From the partners’ point of view, practising on a strong local platform is an increasingly attractive option. At a local firm, they are able to leverage their extensive local resources and local legal support to provide higher quality and a wider range of services to clients. Equally importantly, they can offer a more attractive value proposition to existing and prospective clients, as the cost base in even the very top-tier PRC firms is still noticeably lower than that of international firms,” Liu said.

Leaders in league tables

When long-established large firms have reached critical mass in scale, the effects of growth in the quality and quantity of their legal services

As one of the largest law firms in China with headquqrter office in Beijing, Zhonglun W&D has 12 offices around the world and is the only Chinese law firm with offices in London and Riyadh. In 2010, its expansion keeps on, with Wuhan and Taiyuan offices being founded.

With over 65 partners and 252 practicing lawyers, Zhonglun W&D offers a diverse range of highly experienced and qualified professionals, fluent in English, Korean, French, German, Japanese and Arabic, to provide international and domestic clients a comprehensive range of service. It is working within the Chinese commercial landscape with an in-depth knowledge of the legal system and an experience-driven, pragmatic understanding of the business, social and governmental environment.

Zhonglun W&D’s clients include the China Development Bank, CITICS, CNPC, SINOPEC, Chinatex, Baidu, China Resources, ZTE, Colliers and Korea Telecom. It also provides legal services in many significant cases and projects of China, such as “2008 Olympic Venue Construction Pojects”, “Natural Gas Transportation from Sichuan To Shanghai”, “South-to-North Water Transfers”, “Chinatex Medium-term Note Issuance”, “PBC Real State Trust Beneficiary Certificates Pilot Project”, and the first Accumulator Dispute accepted by court in mainland.

Practice areas are as follows: Corporate and Securities Energy Finance Intellectual Property and IT Real Estate and Construction Environmental Protection International Investment and Trade Tax Infrastructure Financing Litigation and Arbitration Private Equity Investment Contact Details: 19/F Golden Tower, 1 Xibahe South Road, Chaoyang District, Beijing, China 100028 Offices: Beijing, Shanghai, Tianjin, Chengdu, Shijiazhuang, Wuhan, Taiyuan, London, Lyon, Paris, Riyadh, Hong Kong.

Tel: (86 10) 6440 2232 Fax: (86 10) 6440 2915/ 6440 2925 Website: www.zhonglunwende.com Email: wanghao@zhonglunwende.com

www.legalbusinessonline.com

33

NEWS | ALB China 20 >>

CHINA

and products has begun to take over.

In a trying year for the global legal industry, many of the largest PRC firms have shown strong performance in terms of involvement in large transactions.

A number of the ALB 20 firms have dominated the M&A and IPO legal adviser league tables. According to Mergermarkets, King & Wood and Grandall secured leads in its latest ‘Greater China Legal Advisor’ league table by M&A deal volume. King & Wood advised on ten deals in the first half of this year, with a total value of US$1.4bn, claiming the fourth position. Grandall however was hot on its heels, finishing sixth with a deal value of US$630m and seven deals.

All other firms in the Top 10 table are international firms.

►► New faces on ALB China 20

Beijing-headquartered Yingke, which claimed the top spot on this year’s Fast 10 list, is one of the few new faces on the ALB China 20 list. The firm currently has 347 lawyers including 84 partners, and is ranked as the country’s sixth-largest firm. Just a year ago the firm only had 71 lawyers and 7 partners. This dramatic boost in headcount resulted in the firm’s recordbreaking y-o-y revenue growth rate of 787% for 2009.

In addition to having initiated an aggressive recruitment program Yingke is also in geographical expansion mode. In recent years, the firm has opened branches in Shi Jiazhuang, Tianjin, Nanjing, Shanghai, Hohhot and Shenyang, and shows no sign of slowing down. Under the leadership of Mei Xiangrong, director of the management committee, the firm is

In the domestic IPO legal advisor league table recently issued by Bloomberg, Grandall, Jun He, King & Wood, Zhong Lun, AllBright, Tian Yuan, Beijing DeHeng, V&T, Dacheng, and Zhongyin are among the Top 20

endeavouring to become “China’s Baker & McKenzie”.

It is in the process of significantly expanding its national network, as well as establishing ties with foreign firms, particularly in Eastern Europe.

Yingke plans to open more branches and grow total headcount to over 1,000 staff in the next three years. “It’s increasingly difficult for smaller firms to stay competitive in this market. So the partners have decided to attract a large number of talented lawyers on board and together we aim to forge a leading PRC firm on a global scale,” said Mei. However, Yingke’s aggressive growth strategy has naturally attracted scrutiny and criticism, particularly on its sustainability, quality control and risk management – which may or may not prove to be warranted.

performing advisors to issuers. Large firms’ dominance in major league tables once again proves that size does matter when it comes to winning mandates for high-end, large-ticket and complex deals in the region.

Tahota as the country-wide legal brand

Contact Details: Address: Unit A, 25th and 27th Floor, World Trade Center.

No. 117 Gulou Nan Road, Chengdu P.R China Zip code: 610015 Tel: 028-86625656 Fax: 028-86761128 (25th Floor) 028-86626637 (27 Floor) E-mail: attorneys@tahota-lawyer.com Website: www.tahota-lawyer.com

34

Law Firm Background Info: Established in 2000 on May 25th, Tahota has been grown up to the biggest law firm in western part of People’s Republic China.

Along with our headquarters based in Chengdu, Tahota has office in Beijing, Shenzhen, Dalian, Hong Kong and Chongqing.

With thirty three partners, and more than three hundred staff, Tahota has ninety associates who either have doctor degree, master degree or overseas background. All the Tahota lawyers hold a bachelor degree or above.

The main practice that Tahota covers are: General Corporate Practice, Real Estate, Finance, Trust, Securities, International Trade, FDI, Maritime, Intellectual Property, Public Law and Government Contracts, Litigation and Arbitration, Bankruptcy.

As one of national outstanding law firms, Tahota received “ALB West China Law Firm of the Year” in 2010 and 2008. In 2008, Tahota has been listed as one of the China Largest Twenty Firm

by ALB. Tahota has been listed in Chanmers Asia twice.

Tahota is committed to be the China-based international top-tier Business Law Firm.

ISSUE 7.7

Dacheng is a top tier and one of the largest law firms in China.

Dacheng sets networks in the selected domestic and overseas cities, to establish a unified global legal service network serving as a bridge of communication and cooperation between the networks and for better integration and allocation of resources worldwide, and finally provide timely and effective legal services to the clients all over the world.

Contact Details Tel: +86 10 58137799 | Fax: +86 10 58137788 Email: Beijing@dachengnet.com | Web: www.dachengnet.com

誠信 卓越 合作 責任

YingKe Law Firm was founded in 2001, based on the principles of integrity, excellence, cooperation and responsibility. There were 350 lawyers with a total staff of 600 at Beijing headquarters, many of whom graduated from top law schools. The firm is located in the CBD area of Beijing with an 8,000 square-meter office. Currently we have fifteen branches in home and abroad. The Beijing headquarters of YingKe is one of the biggest among single practice law firms in China and has been named the fastest growing law firm in China owning to its record-breaking growth rate of 787%.

Contact Details Address: 6/F,Office Tower C, DaCheng International Center, NO76, East 4th Ring Middle Road, ChaoYang District, BeiJing, China Zip Code: 100124 Tel.: +86 10 59627679 | Fax:+86 10 59626918 | Website: english.yingkelawyer.com | E-mail: yingke@yingkelawyer.com

口 戒 利 身 和 意 和 见 和 和 无 和 同 和 同 同 诤 同 修 同 均 住 悦 解

Brief Information of L&H Zhejiang L&H Law Firm is one of National Excellent Law Firm in China with about 120 lawyers and head office in Hangzhou. Since established in 1998, it has become one of largest partnership law firm in Zhejiang Province and widely recognized as a leading full-service law firm in the province.

The firm has established steady relationship with departments of the local government and hundreds enterprises.

The firm takes “Legal Practice and Strict Management” as the foundation, aims at “High Standard, Large Scale and Internationalization” and is characterized by “Professional, Team- work and Efficient”. The firm focuses on non-litigation legal service, make the lawyers be the “Assistant of Management and Consultant of Law”.

The firm main practicing areas are Insurance, Banking and Finance, Construction and Real Estate, International Investment and Trade, Corporate, Intellectual Property. 中国杭州市求是路8号公元大厦北20楼 20th Floor, North Anno Domini, 8 Qiushi Road, Hangzhou China Tel:0086-571-87206712 87206788 Fax:0086-571-87206789 85055877 Email: liuhe@liuhelaw.com; chensiyun@liuhelaw.com

—以 和 的文化傳頌文明—

w w w.l iu hel aw.c om

NEWS | ALB China 20 >>

Question on quality control

CHINA

“Large firms’ dominance in major league tables once again proves that size does matter when it comes to winning mandates for highend, large-ticket and complex deals in the region”

It seems that the focus for many PRC firms is still on headcount increases and firm expansion – a sizeable partnership will usually allow the firm to win a greater market share.

Most large firms generally have loose partner and lawyer performance appraisal systems, and even looser internal policies on weeding out poor performers. This strategy is followed by many firms in the name of growth.

The only problem is that, without a framework of checks and balances, law firms will end up with resentment being generated by strong-performing partners against their weakerperforming counterparts. This often leads to the strong performers departing for firms where they can receive rewards that correspond closer with their relative contributions.

International firms, at least up to

this point, are more likely to have more effective partnership appraisal systems in this regard. An example is Clifford Chance’s recent new management plan to identify and address underperforming partners. The firm is further tightening its partner appraisal system by formalising an annual review process, that will see partners across all offices appraised on the same criteria, including billing and business levels.

The long-term prosperity of firms anywhere in the world depends most on the quality of their partnerships, but, given the meteoric growth of firms here over the last decade, the quality differential may be greater here than anywhere else. Managing partners may have to have some difficult meetings if they are to ensure high quality extends right through to the last partner in their firm. ALB

International firms: quality prevails

over size T

he past three years have seen the undeniable rise of many PRC firms – and their increasing market strength. In the case of top local firms, they are not only winning mandates from inbound investors and foreign companies but also attracting top talent.

All have put greater pressure on their foreign counterparts, with the prevailing trend for senior lawyers departing international firms for local partnerships in recent months a great manifestation. The key question this gives rise to is whether any international firm can really grow to a substantial size in China, given they have to contend with now not only restrictions on practice but also increasingly stiff competition from PRC firms for cross-border deals. And inseparable from the whole question is the fact that the fee gap between international and local firms is

36

“There is no question that Chinese law firms are big”

Alistair De Costa

DLA Piper

creating natural market segmentation.

In this year’s 10 largest international firms in China list, Baker & McKenzie successfully maintained its perennial crown position, while Hogan Lovells has emerged as the second largest – due to the recent merger between US firm Hogan & Hartson and UK firm Lovells. Although most of the international firms’ China offices remain relatively small (usually with fewer than 50 lawyers) their role and execution in many of the landmark transactions remains impeccable.

DLA Piper Asia managing director

Alistair De Costa said his firm is confident with its position but will not be complacent in the face of strong competition from Chinese counterparts. “There is no question that Chinese law firms are big,” Da Costa said. “This is an inevitable trend [to see them getting into areas where it was previously the domain of large international firms] but I still feel quite confident about how we’re positioned in the face of that competition. We have an international reach that is difficult to compare with but we’re not complacent and we know that there’s competition out there.”

Nevertheless, international firms, having been established much longer than their PRC counterparts, still have certain advantages over their local competitors. Their prospects are far from gloomy if they manage to move up the value chain and focus on their core areas of strength. ALB ISSUE 7.7

Feature | interview >>

In-house perspective

DBS Shanghai:

Bank on local knowledge Many in-house counsels speak of longevity with their employers – but few can assert that they have truly evolved with their companies’ business agendas. Janet Lin, legal manager of DBS China, is one such accomplished in-house counsel

H

aving overseen DBS Bank China's largest milestone in its business lifespan to date, Janet Lin, legal manager of DBS China, is an accomplished in-house counsel. In 2007 DBS Bank set up DBS China, a PRC foreign subsidiary in the country, becoming one of the first few foreign banks, and the first Singapore bank, to set up a locally-incorporated subsidiary. And Lin, who joined DBS in 2005, single-handedly facilitated the entire legal process.

Before and after: roles and functions The terms of DBS’s incorporation required the bank to invest in 100 subsidiaries in China, so all existing foreign branches (formerly subsidiaries of either DBS Singapore or DBS Hong Kong) were pulled in to make up numbers. “It was quite a challenge,” explains Lin. “We had to inform all of our existing clients and had to renovate all contracts so as to ensure their legality and validity.

Meanwhile, we were thinking over how to minimise the impact to customers and ensure the business continuance during the transition. On top of that, we also needed to secede permits and licenses from a foreign entity to a local one,” she explains.

Since DBS Bank China was borne, change beckoned for both the business operations and legal work. Before the incorporation DBS functioned as

“Our external counsels need to have an excellent service attitude. Instead of just submitting a long case analysis, they shoudl always make time to look into what went wrong, how to get enforcement and how to avoid it in the future"

DBS: milestones

• Inauguration of DBS Bank Tower, the first DBS building in China

2010

38

• Officially launched RMB debit card, becoming the first Singapore bank to offer a debit card in China

2009

• Established DBS Nanning branch, the first branch in West China and in the major trading window between China and ASEAN countries.

2009

• Launched RMB products and services to local Chinese residents, following the approval by the China Banking Regulatory Commission

2007

• Among the first few foreign banks and the first Singapore bank to set up locallyincorporated subsidiary in China. DBS Bank (China) Limited commenced business

2007 ISSUE 7.7

Feature | interview >>

“We help business partners assess legal risks and work on the terms and conditions of the bank's new products"

In her five years running the legal team Lin has developed a reputation for being a great believer in crossborder collaboration. With major offices located in Singapore and Hong Kong, she attributes part of her success to the bank's extensive guidelines.

DBS’s policies tie in her China legal experience with that of Hong Kong and Singapore. “It has been very reassuring

• Opened flagship subbranch in Shanghai Luwan focusing on individual and treasury priority banking services

• Launched consumer banking business in China with the consumer banking outlet in Shenzhen

2006 www.legalbusinessonline.com

2005

DBS China

because we have very comprehensive policies which guide us and ensure that there is a consistent approach in reviewing contracts and launching new products, regardless of our geographic location,” she says.

DBS China is wholly-owned by DBS Bank Singapore: its operations must follow the regulatory guidance in this jurisdiction. “Our teams in Singapore and Hong Kong help when there are inter-jurisdiction issues,” says Lin. For instance, the bank’s trademarks are registered under its headquarters in Singapore, so if there are prevalent IP issues it will be referred there.

That aside, many acknowledge China’s nascent legal framework is better understood by locals. So Lin has been bestowed with discretionary power to decide the legal work in her own jurisdiction. Accordingly it is ultimately the bank’s confidence in her decisions that is her blueprint for success as in-house counsel. Yet despite her discretionary powers, Lin continues to turn to the bank’s Singapore and Hong Kong counterparts for advice.

She explains it is because both counterparts have much larger business volumes and more stable legal systems and are helpful reference points. “In terms of workload, from a technical skill and structuring point of view, lawyers based in Hong Kong and Singapore are more experienced and have broader exposure,” says Lin.

a foreign entity. Due to the narrow business scope, the legal department’s function is to follow those rules vetted by the group and advise on traditional banking affairs, like loans deals, and asset-related deals.

The legal team was expanded from two to six members within six months, handling litigation matters, managing business liabilities, and facilitating new products and coordination with external firms. The team is structured corresponding to those three streams: one lawyer handles derivatives businesses like self-investment or the sale of wealth management products to corporate customers, two lawyers are in corporate affairs and two handle individual affairs.

Lin’s role as legal manager takes ownership of the entire peration as the lead advisor. The legal team is very involved in the daily business of the bank: she draws an example from the bank’s ceaseless new line of products.

“We help business partners assess legal risks and work on the terms and conditions of the bank’s new products on a daily basis,” says Lin. Apart from the business side, legal is also active in litigation cases involving DBS China. “It is a good opportunity to filter out our weakness and help us review and find our loopholes in the banks’ flow and procedures,” says Lin.

Power and collaboration

Janet Lin

DBS China include King & Wood and Jun He, both of which have very specific grounds to cover. In the legal team’s experience of working with external advisors Lin says that the quality and profile of lead partners comes into consideration, before the branding of the firm.

The bank tracks down specific partners who are renowned for handling particular transactions and deals – for example, David Liu Dali, banking & finance partner at Jun He. The firm is usually hired to advise on inorganic growth-type matters: for instance, investments in non-banking related businesses. King & Wood handled the bank’s incorporation three years ago, and typically deals with their larger-scale financial projects and new products, while also providing legal advice on trickier matters and unprecedented crises. External advisors include Baker & McKenzie and Allen & Overy (IP), both appointed by the headquarters’ legal team.

While she admits that it is always better if existing counsel has extensive coverage, it is not always useful.

“Regional businesses typically have tighter budgets and it would very often be difficult to recommend the toptiers to them,” says Lin. “Our regional subsidiaries are allowed to choose the local firms that they want to use.

They woudl ususally be the region's largest firm or those who have close relationships with local authorities” The bank’s cross-border transactions are independently handled by its Hong Kong and Singapore counsels. ALB

Cast a perfect legal panel

As with other highly-regulated industries, DBS Bank China requires extremely strong legal support for its daily operations. The bank has a strict panel list of external advisors which are categorised according to industry leagues and tiers.

The top two external counsels for

• First Singapore bank to receive QFII Custodian License from PBOC

2003

• First foreign bank to break into the RMB syndicated loans market

2002

DBS Bank China legal team

• DBS Shanghai Branch was one of the first 10 foreign banks to obtain a RMB license to initiate corporate affairs

1995-1998

• Established DBS’ first representative office in Beijing, mainland China

1993

39

Feature | IPO >>

Shanghai Stock Exchange

VS

China has become Hong Kong’s greatest competitor for the lucrative market IPO. Will domestic boards take the lead this year?

A

ccording to many financial analysts, China is well-poised to surpass Hong Kong in 2010.

According to reports released by both PricewaterhouseCoopers (PwC) and Ernst & Young, domestic companies are expected to raise more funds via Shanghai and Shenzhen IPOs than those in Hong Kong this year.

The perennial question that underlines the report is whether domestic bourses will seize the IPO crown from Hong Kong this year.

Local boards power up

A statement made by PwC’s China markets leader Frank Lyn in June noted that the China IPO market, especially Shenzhen SME Board and ChiNext, has picked up significantly in the first half of the year, despite the uncertainties on global recovery and market volatility.

Notably, in a testimony released by the New York Stock Exchange Euronext Group, it was reported that in the first half of 2010 the Shenzhen Stock Exchange listed 161 companies raising US$22.6bn, becoming the number one IPO venue in the world. The regional 40

Shenzhen Stock Exchange

VS

Hong Kong Stock Exchange

The IPO rally board took over previous IPO market leaders like the New York and Tokyo stock exchanges, while Shanghai tagged closely behind in the fourth place with a total value raised of US$8.2bn.

According to Lyn, the boards’ good performance demonstrates that Chinese companies are developing well along with the continuing growth of domestic economy and become more mature.

Exemplifying this is the long list of IPOs launched on domestic boards in recent months. Industrial Securities (represented by Grandall and AllBright) recently listed on the Shanghai Stock

Exchange for US$500m, and Beijing Haohua Energy (represented by Zhong Yin) also listed on the same board to raise US$293m.

Domestic companies have raised RMB213bn from 176 IPOs in the first half of the year, more than the total (RMB187bn) raised in 2009. According to PwC’s predictions, total new listings on the country’s two bourses in Shanghai and Shenzhen may reach 300 in 2010, compared to 99 last year.

Wayne Chen, partner and head of capital markets practice at Llinks, attributes investor confidence to the

►► China Domestic IPO Issuer advisers – Ranked by volume 1/1/10-6/30/10

Firm King & Wood Beijing Tianyin Law Firm Grandall Legal Group Jia Yuan Law Firm Beijing Zhonglun Law Firm Commerce & Finance Law Offices Jingtian Gongcheng Law Firm Allbright Law Office Tian Yuan Law Firm Beijing Deheng Law Office

2010

Rank 1 2 3 4 5 6 7 8 9 10

MKT Share 12.3 12.1 10.9 6.5 5.9 5.3 3.2 3.2 2.7 2.6

Volume CNY (Min) 25,204 24,754 22,273 13,185 12,041 10,837 6,603 6,564 5,524 5,393

Deal Count 17 11 22 3 8 2 8 6 4 4

Source: Bloomberg

ISSUE 7.7

Feature | IPO >>

booming local market. “There are many elements that have boosted investor interests in local listings. This includes the increasing listing value, the economic standing of China as a whole and the strict regulations of the China Securities Regulatory Commission (CSRC),” says Chen.

CSRC has been reputed to be extremely strict with its approval procedures. Chen explains that the authorities now require more than just meeting basic listing requirements, like a review of the status of the company in its industry, according to its peers. Such strict regulations have resulted in the local board being dominated by the toptier companies, which is both inviting and assuring to potential investors.

“This type of confidence, at this time, is a notion that is lacking in investors in international markets,” says Chen.

“The Hong Kong capital market is volatile at this time but we do still have quite a few IPOs in the pipeline. What we don’t know is whether they will go ahead” Esther Leung

DLA Piper Yet even with a strong pipeline of deals and relentless investor interest, manoeuvring around concerns about capital market trends and client requests is no easy feat. For both onshore and offshore listings, law firms have to conduct extensive due diligence (capital and asset restructuring) as part of the legal services rendered.

Advisors also have to ensure that their clients are compliant with strict CSRC requirements and offshore regulations.

But lawyers admit that beyond market trends and textbook regulations, there are other difficulties. “Inevitably, Arthur Liu Jincheng Tongda some clients will fail to & Neal disclose their complete www.legalbusinessonline.com

“In a postponed IPO, clients will usually seek out other business endeavours like acquiring smaller competitors or make pre-IPO investments to build their business portfolio so as to better qualify in the future. This is good news for existing IPO advisors as they would usually also enjoy mandates in these transactions” business conditions and this makes it hard,” says Arthur Liu, a partner at Jincheng Tongda & Neal (JT&N).

“Work has to be redone, and even more comprehensively the second time round to ensure that it is all compliant.”

Hong Kong IPO hits a wall Hong Kong’s IPO market – the biggest in the world in 2009 – seems to have slowed significantly in recent months, with several companies shelving their IPOs due to a lack of investor interest.

May saw two major Hong Kong IPOs being shelved: Swire Pacific pulled its US$2.7bn plan to spin off its property unit; and Giti Tyre, the largest tyre manufacturer in China, also decided to hold off on its US$500m offering, despite it being its second attempt to get its IPO off the ground.

Then in June Chinese wind-turbine maker Xinjiang Goldwind Science & Technology also decided to shelve its US$1.2bn offering because of volatile market conditions. Goldwind is being represented by DLA Piper’s partner and head of Hong Kong capital markets, Esther Leung. “The Hong Kong capital market is volatile at this time but we do still have quite a few IPOs in the pipeline. What we don’t know whether they will go ahead,” says Leung.

More work in quieter times Despite what seems like gloomy uncertainties underlying the IPO market, lawyers have noted an increased workload that stems from it.

According to Chen there are typically three avenues for companies who are interested in going public, but are concerned about the lack of investor interest during difficult market times.

Companies may choose to postpone their IPOs to a later time, to delay so as to change the whole panel list of underwriters, or to halt their IPO plans indefinitely.

Nevertheless, lawyers confirm

Wayne Chen

Llinks

they rack up billable hours – across different practice areas – advising clients on pre-IPO and IPO related matters during the wait for more clement market conditions. “In this time, clients will usually seek out other business endeavours like acquiring smaller competitors or make pre-IPO investments to build their business portfolio so as to better qualify in the future,” Chen explains.

This is good news for existing IPO advisors as they would usually also enjoy mandates in these transactions.

DLA Piper’s Leung agrees that a delayed IPO actually increases the client’s need for legal services. “When clients finally decide to list, we need to update respective prospectuses,” she says. “There are also a lot more documents to execute if a new listing hearing is required.”

Issuers like JinkoSolar, who recently launched its US$64m New York IPO, take a different approach. The company first filed for an IPO back in January.

But amid tight credit markets and a solar glut, JinkoSolar puts its IPO on hold, citing poor market conditions.

What is most interesting is that the initial SEC filing lists Credit Suisse, Oppenheimer & Co, Roth Capital and Collins Stewart as underwriters. A later January filling listed Goldman Sachs and Credit Suisse as underwriters – but the final April filing had Credit Suisse as the sole underwriter.

While Simpson Thacher and Commerce & Finance picked up the work in advising Credit Suisse as sole underwriter, some others have intentionally been dropped via the issuer’s decision to dismiss its initial panel. “In difficult markets, there will be longer negotiations between sponsors, underwriters and issuers. And when the issuers feel that its underwriters are incapable of selling its shares, they might choose to drop them. But this is not common practice,” says Leung. ALB 41

Feature | European law firms in China >>

Continental drift European law firms are often overlooked in the legal market, having entered the region late and being stilll relatively small in size. Yet their growth strategies in the past few years, either through acquisitions or alliance building, mean they now warrant growing attention

E

uropean law firms are sometimes (perhaps rather unjustly) seen as the runt of the law firm litter anywhere outside of their home market, and their presence in this market is no exception. The more established foreign players in the region – the US, UK and Australian firms – rarely regard them as real competition.

They dismiss continental firms politely as operating in slightly different markets, and bluntly as merely filling in gaps that established firms have left behind. Yet while continental firms may have moved in late, they are moving fast, often accelerating their growth through acquisitions and alliances.

Further, they have been very good at identifying niches in the market, in which they have now begun to consolidate a leading position. The big players may shrug their shoulders about losing work to continental firms in these specialised areas, but they should be wary that European firms may end up poaching more business through this initial niche play.

42

ISSUE 7.7

Feature | European law firms in China >>

The latecomers

It is true that most continental law firms have lagged behind in the race to enter and prosper in China. Their US, UK and Australian counterparts are generally ahead both in size and time spent in the region. “While the Magic Circle firms were setting up offices in Hong Kong, the German and French firms were just beginning to incorporate,” says Salans’ Greater China managing partner, Bernd-Uwe Stucken. Those early entrants enjoy a natural advantage in relationships, reputation and expertise in the region, as well as being much larger.

Stucken says that continental firms with smaller operations simply cannot achieve the economies of scale the big international firms enjoy. Salans is one of the larger continental law firms with French headquarters, and already has three offices in China. But Stucken says its Beijing and Hong Kong offices are still too small and its Shanghai office would have to double in size, before the firm can come close to its aim of securing a dominant role in China.

Continental firms further suffer the traditional hurdle of jurisdictional

disadvantage, because the governing law in large global M&A, bond issue and project financing is usually UK, US and – occasionally Bernd-Uwe – Australian law. As a Stucken Salans result, continental firms were held back from capitalising on the surge in cross-border transactional work that these legal counterparts have seen in the past decade.

However, this traditional disadvantage (the limited pool of large financial clients) has worked to their advantage during the financial crisis.

“Continental firms have traditionally relied more on strategic investors, which insulated us from the collapse of the financial markets,” Stucken says. “We didn’t lose as much as others lost.” And Stucken’s 2010 outlook for Salans is bright. “Revenue is up by at least 20% since last year in our China offices.”

“Continental firms have traditionally relied more on strategic investors, which insulated us from the collapse of the financial markets… we didn’t lose as much as others lost” Bernd-Uwe Stucken

Salans

Changing clientele

Most firms set up their representative offices in China as an extension of their core business in the continent, almost

►► Continental firms in PRC Firm De Wolf & Partners Bignon Lebray & Associés DS Avocats

Country of origin Belgium France France

CMS Bureau Francis Lefebvre Gide Loyrette Nouel Lefèvre Pelletier & Associés Thieffry & Associes Beiten Burkhardt CMS Hasche Sigle Peltzer • Suhren • Meinecke Schulz, Noack, Baerwinkel Schindhelm Taylor Wessing Chiomenti Studio Legale Lega Colucci e Associati Law Firm Studio Legale Picozzi & Morigi Cuatrecasas, Gonçalves Pereira Herrero- Advocats International J&A Garrigues Uría Menéndez Advokatfirman Vinge KB Mannheimer Swartling Advokatbyrå AB HIL

France France France France Germany Germany Germany Germany Germany Germany Italy Italy Italy Spain Spain Spain Spain Sweden Sweden Netherlands

Offices Shanghai Shanghai Shanghai, Beijing and Guangzhou Shanghai Shanghai and Beijing Shanghai Shanghai Shanghai and Beijing Shanghai Shanghai Shanghai Shanghai Shanghai and Beijing Beijing and Shanghai Beijing Shanghai Shanghai Shanghai Shanghai Beijing Shanghai Shanghai Shanghai

Year first office opened 2007 2007 1999 2001 1993 2008 1995 2003 2006 2004 1995 2007 2003 2007 2005 2006 2008 2007 2006 2009 2007 2007 Undis.

This list does not purport to be exhaustive

www.legalbusinessonline.com

43

Feature | European law firms in China >>

“Although the amount of legal work generated from Chinese outbound investment is smaller that of inbound into China, it is growing at a much faster rate” Gianluca D’Agnolo

Chiomenti

►► Breakdown of the largest Continental firms in China Salans

CMS*

Chiomenti Studio Legale

Gide Loyrette Nouel

Representative offices in China

Beijing Shanghai Hong Kong

Beijing Shanghai

Beijing Shanghai Hong Kong

Beijing Shanghai Hong Kong

Total number of partners and lawyers in China

6 partners 20 lawyers

6 partners 25 lawyers

6 partners 40 lawyers

10 partners 40 lawyers

Number of partners in each office

Beijing–1 Shanghai–3 Hong Kong–2

Beijing–0 Shanghai–6

Beijing–1 Shanghai–1 Hong Kong–4

Beijing–3 Shanghai–3 Hong Kong–4

Number of lawyers in each office

Beijing–3 Shanghai–14 Hong Kong–3

Beijing–1 Shanghai–24

Beijing–15 Shanghai–8 Hong Kong–20

Beijing–17 Shanghai–16 Hong Kong–7

Year established in China

2004

n/a

2007

1993

Note: *CMS is an alliance of nine independent European law and tax firms. This list does not purport to be exhaustive

exclusively servicing the inbound interests of clients from their home jurisdictions. From modest beginnings, these continental European firms have developed both the reputation and relationships in China, and are attracting more local clientele.

Gide Loyrette Nouel, headquartered in Paris, is a case in point. When the firm first entered China two decades ago, it primarily advised foreign companies on greenfield projects in the infrastructure and power plant projects area in China. As the market has evolved significantly, Gide’s China practice has also expanded – representing a broader range of foreign clients in new areas including M&A transactions, VC and PE investments, and dispute resolution.

Over the past five years, the firm has also been increasingly involved in Chinese companies’ outbound investment work, particularly in Africa and the Middle East, which are regions the firm has a strong presence in. Last October, the Beijing and Istanbul offices successfully assisted Taiyuan Iron & Steel group in its US$300m investment in three Turkish mining companies.

The investment is the largest involving a state-owned Chinese company in the mining sector in Turkey. Gide is now among the largest international firms in China, with more than 50 partners and lawyers working across offices in Beijing, Shanghai and Hong Kong.

Growing enthusiasm by domestic companies to venture into global 44

markets has lured a number of European firms to China in recent years. Spanish firms Cuatrecasas and Uría Menéndez, for example, established an office in Shanghai and Beijing respectively a year ago. Both firms have found China an increasingly attractive market for future growth.

According to Cuatrecasas’ senior associate Omar Puertas, who is heading up the firm’s development in China, the aim of this new office is to accompany clients in their expansion strategies while attracting Chinese investment to Europe and Latin America.

Echoing Puertas, Beijing managing partner of Uría Menéndez Juan Martín Perrotto says that his firm intends to leverage strength in Latin America for the benefit of Chinese investors. “We see huge potential and synergies that may be generated by combining our Asian and Latin American practices,” says Perrotto, who has gained many years of experience in legal practice in Argentina and Spain. “Given the current market conditions and China’s demand for natural resources, Latin America will become the main destination of Chinese foreign investments in the coming years.”

Niche advantages

China’s legal market, though relatively nascent, is already highly competitive.

Even long-established US and UK firms have frankly admitted that they are facing fierce competition in this particular market. So how have ISSUE 7.7

Feature | European law firms in China >>

continental firms – despite their slight disadvantage – managed to grow their market share?

The key lies in their niches. Some of the continental firms may have gained a competitive edge by being focused and structured to leverage and extend their expertise in a particular area of law, such as tax, while others enjoy a natural advantage given their extensive expertise and resources in their home jurisdictions, where the US and UK firms are less present.

This advantage becomes more evident with Chinese investment into Europe picking up pace. Italy’s leading firm Chiomenti has reported a noticeable growth of Chinese outbound legal work into Italy in the past few years. In 2007, it was involved in one of the largest M&A deal by a Chinese company seen in Italy – Changsha heavy machinery maker Zoomlion’s US$422m joint bid to buy 60% of the stake in Italian construction machinery maker CIFA. Chiomenti established itself in Beijing in that year, which also marked the beginning of noticeable Chinese investment into Italy. The firm then expanded in China through its integration with Birindelli & Associates in 2008. This legacy firm has operated in Asia since 1987 and the combination gave Chiomenti a presence in Shanghai and Hong Kong, in addition to its existing Beijing office.

In April 2010, it entered into an exclusive association with Hong Kong law firm CdB and JC & Co to provide fuller service offerings in M&A, private equity, restructuring and litigation services in Hong Kong.

“Chinese investment into Italy is a relatively new phenomenon, but it has increased significantly since 2007.

Sectors including high-tech, industrial equipment, renewable and food and fashion have attracted [the] growing interest of Chinese investors,” said Gianluca D’Agnolo, a partner of Chiomenti in Beijing. “From our perspective, the environment in Italy towards Chinese investment has become more friendly.”

The firm is advising private and state-owned Chinese companies that are acquiring distressed Italian businesses after the GFC, but also investing in financially healthy www.legalbusinessonline.com

companies. It also assists large Chinese banks in important credit recovery actions towards Italian companies and in the resolution of disputes through international arbitration. “In our firm, although the amount of legal work generated from Chinese outbound investment is smaller than that of inbound into China, it is growing at a much faster rate,” says D’Agnolo.

“Chinese outbound investment into Italy is a niche area, and other large Italian firms are yet to build a strong presence in China. For the time being, we still enjoy an advantage. In terms of inbound work, however, we are facing a much higher level of competition, mainly from large US and UK firms,” he adds.

Salans is another example, being known for its strength and expertise in Eastern Europe and Central Asia.

projects, mostly in the energy and natural resources sectors.

Building alliances

The price tag to enter China becomes higher each year. At the same time, the market becomes increasingly competitive, to a degree that the competition level here is even higher than in some of the European markets. Building a local alliance is now regarded by some firms as an effective vehicle for claiming a share of the action. French firm Cotty Vivant Marchisio & Lauzeral still does not have an onshore presence in the mainland, but partner Philippe Taverne says integration is one way into the market.

“China is a busy market – it is crowded with many players already, both international law firms and Chinese

“European firms will have to make a difference on the international elements to stay afloat in the market.

The key issue is whether a firm has the necessary geographical coverage and strength in human resources required to win mandates for outbound projects” An important part of the firm’s growth is expected to be driven by Chinese companies that are increasingly active in emerging markets, such as Russia and Kazakhstan.

“A shift from inbound to outbound focus is inevitable in international firms in China, as PRC firms are growing stronger very fast. Assuming that foreign firms won’t be allowed to handle domestic legal work in the foreseeable future, European firms will have to make a difference on the international elements to stay afloat in the market,” says Rebecca Silli, a partner of Gide in Hong Kong. “The key issue is whether a firm has the necessary geographical coverage and strength in human resources required to win mandates for outbound projects.” With 24 offices worldwide and niche expertise in Africa and Middle East, the firm has been frequently sought out by Chinese companies to advise on their overseas

Rebecca Silli

Gide Loyrette Nouel

local firms,” he says. “We are open to finding partners and integrating with teams already present in China.”

Marccus Partners, a law firm of European origin which has 200 lawyers in seven offices across Europe, has recently found its ‘best-friend’ in China; entering into a “longterm entrustment agreement” with Shanghai mid-sized firm HHP. Under the agreement, the two firms will form a close relationship similar to a strategic alliance. HHP will use the Marccus brand in mainland China exclusively, and the two firms will work seamlessly with a uniformed interface for clients. Managing partner Bernd Sagasser noted that the strategic component of the agreement is to build a platform to expand into the Asia-Pacific region, together with HHP and alongside Mazars, the 12,500-professional strong advisory services group the firm belongs to. ALB 45

Market >>>> MARKETData DATE| M&A | M&A

In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Greater China (19 June, 2010 - 16 July, 2010) Announcement Date

Target Company

Target/Seller Legal Advisor

30-Jun-10

Shandong Expressway Operation & Management Company Limited; and Shandong Weilai Expressway (51% stake)

7-Jul-10

Hebei Taihang Cement Company Limited (90% stake)

Bidder Company

Bidder Legal Advisor

Seller Company

Shandong Expressway Company Limited

Duebound Law Offices

Deal Value (USDm)

Shandong Expressway Group Company Limited

BBMG Corporation

1,106

Haiwen & Partners; Paul Hastings Janofsky & Walker

666

Advising financial advisor (Bank of China International): Guantao Law Firm 5-Jul-10

Loscam Limited (Controlling stake)

22-Jun-10

Minter Ellison

China Merchants Group Limited

Freehills; Richards Butler in association with Reed Smith

Affinity Equity Partners

548

Lee & Man Paper Manufacturing Limited (12% stake)

Nippon Paper Group Inc

Linklaters

Gold Best Holdings Limited

457

7-Jul-10

Nexteer Automotive Inc

Beijing E-Town International Investment & Development Co Ltd; and Tempo International Group Ltd

General Motors Company

450

16-Jul-10

Tonghua Iron & Steel Group Company Limited (77% stake)

Shougang Group Corporation

369

23-Jun-10

Wiseking Mining Investment Company Limited (86% stake)

Computech Holdings Limited

308

24-Jun-10

Shenzhen Huancai Puda Technology Company Limited (51% stake)

China Metal Resources Holdings Limited

22-Jun-10

Sichuan Publication Group Company Limited (15 subsidiaries)

8-Jul-10

C. P. Pokphand Company Limited (Undisclosed Economic Interest)

Davis Polk & Wardwell

Mr. Leung Ngai Man (Private Investor)

272

Sichuan Xinhua Winshare Chainstore Company Limited

Sichuan Publication Group Company Limited

185

The Carlyle Group LLC

Orient Success International Limited

175

Chiu & Partners

Notes: Based on announced deals, including lapsed and withdrawn bids, from 19 June 2010 to 16 July 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•Q3 10 * = 1 July 2010 to 16 July 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - Jul 16, 2010) Rank

House

Value (USDm)

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - Jul 16, 2010)

Deal Count

Rank

Value (USDm)

Deal Count

1

DLA Piper

345

20

1

Deutsche Bank

8,057

11

2

Jones Day

2,502

14

2

KPMG

2,178

11

3

Freshfields Bruckhaus Deringer

4,235

13

3

China International Capital

13,803

8

4

King & Wood

1,411

10

4

JPMorgan

11,088

8

5

Slaughter and May

40,466

9

5

Credit Suisse

7,670

8

6

Grandall Legal Group

630

7

6

Morgan Stanley

6,785

8

7

Herbert Smith/Gleiss Lutz/Stibbe

38,731

6

7

Optima Capital

689

8

8

Haiwen & Partners

9,268

6

8

UBS Investment Bank

4,749

6

9

Linklaters

8,525

6

9

Goldman Sachs

4,231

6

10

Baker & McKenzie

5,475

6

10

Somerley

2,931

5

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

House

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

300 250

40,000

200

30,000

150

20,000

100

10,000

50

0

46

Value (USDm) Volume

50,000

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

Q2 10

Q3 10*

Number of deals

Value (USDm)

60,000

0

Greater China Legal Business ISSUE 7.7 ISSUE 7.7

Market Data | capital markets >>

Equity Capital Markets TRANSACTIONS List China, Hong Kong 20 Jun – 17 Jul Issuer

Proceeds (USDm)

Issue Date

Currency

Bookrunner(s)

Sector

China 19,235.8

07/06/10

HKD

China International Capital Co; Goldman Sachs International; Morgan Stanley & Co; Deutsche Bank Asia; JP Morgan Chase & Co; Macquarie Group

Financials

BoCOMM

Agricultural Bank of China

4,808.9

06/21/10

CNY

Haitong Securities; UBS Securities Inc; China International Capital Co; Credit Suisse Founder Sec Ltd

Financials

Guangdong Shenglu Telecommun

1,903.7

06/28/10

CNY

Western Securities

Telecommunications

900.0

07/13/10

USD

BOC International (China) Ltd; JP Morgan Securities Asia Pte; Macquarie Equity Capital Mkts

Financials

Jiangxi Hongdu Aviation Ind Co

373.9

06/30/10

CNY

Guotai Junan Securities

Industrials

Zhejiang Runtu Co Ltd

338.9

06/21/10

CNY

Haitong Securities

Materials

Wuhan Guide Infrared Co Ltd

287.6

07/01/10

CNY

Huatai United Securities Co

Industrials

Hangzhou Great Star Industrial

271.0

06/28/10

CNY

First Capital Securities

Industrials

241.3

Sino-Ocean Land Capital Fin

Tangshan Port Group Co Ltd

06/21/10

CNY

Shenyin & Wanguo Securities

Industrials

Foshan NationStar

227.1

07/01/10

CNY

GF Securities

High Technology

Shanghai Aerospace Automobile

190.7

07/09/10

CNY

Guotai Junan Securities

Industrials

ZhongYeDa Electric Co Ltd

170.2

06/21/10

CNY

CITIC Securities

High Technology

Zhanjiang Guolian Aquatic Prod

169.2

06/24/10

CNY

Pingan Securities Co Ltd

Consumer Staples

Shanghai Jialeng Songzhi Auto

161.2

07/05/10

CNY

Guoyuan Securities Co Ltd

Industrials

Real Gold Mining Ltd

156.2

06/24/10

HKD

Citigroup Inc

Materials

Founder Technology Group Corp

152.1

07/08/10

CNY

China Securities Co Ltd

High Technology

AutoNavi Hldg Ltd

124.0

06/30/10

USD

Goldman Sachs & Co

High Technology

CNinsure Inc

115.0

07/08/10

USD

Morgan Stanley; Merrill Lynch

Financials

Jilin Jien Nickel Industry Co

114.1

06/25/10

CNY

Essence Securities Co Ltd

Materials

Trauson Holdings Co Ltd

110.8

06/22/10

HKD

UBS (Hong Kong)

Healthcare

Zhejiang Kingland Pipeline

108.4

06/21/10

CNY

Essence Securities Co Ltd

Materials

China ITS(Holdings)Co Ltd

106.5

07/09/10

HKD

Bank of America Merrill Lynch; CCB International Capital Ltd; Macquarie Equities (Asia) Ltd

High Technology

Semiconductor Mnfg Intl Corp

100.1

07/07/10

HKD

JP Morgan Securities Asia Pte; Royal Bank of Scotland (HK)

High Technology

Hunan Changgao High Voltage

95.5

07/05/10

CNY

Huatai United Securities Co

Industrials

Taian Lurun Co Ltd

94.4

06/30/10

CNY

Essence Securities Co Ltd

Energy and Power

Longxing Chemical Ind Co Ltd

92.0

06/21/10

CNY

Guosen Securities Co Ltd

Materials

Guangdong Gosun Telecom Co Ltd

90.9

07/14/10

CNY

Industrial Securities Co Ltd

High Technology

Jiangyin Zhongnan Heavy Inds

85.8

06/28/10

CNY

Guosen Securities Co Ltd

Materials

HiSoft Tech Intl Ltd

85.1

06/29/10

USD

Deutsche Bank Securities Corp; UBS Investment Bank; Citi

High Technology

Beijing Kangde Xin Composite

84.6

07/01/10

CNY

Shenyin & Wanguo Securities

Materials

Time Publishing & Media Co Ltd

76.2

06/21/10

CNY

Pingan Securities Co Ltd

Media and Entertainment

ZYNP Corporation

75.6

07/01/10

CNY

Guosen Securities Co Ltd

Industrials

Dalian Yiqiao Marine Seeds Co

72.5

06/28/10

CNY

Pingan Securities Co Ltd

Consumer Staples

Guangdong Golden Glass Tech

71.5

06/24/10

CNY

China Minzu Securities Co Ltd

Materials

Chaowei Power Hldg Ltd

70.0

06/29/10

HKD

BNP Paribas SA

Energy and Power

Suzhou Tianma Specialty Chem

66.2

07/05/10

CNY

Pingan Securities Co Ltd

Materials

Jiangxi Huawu Brake Co Ltd

65.0

07/14/10

CNY

Chinalion Securities Co Ltd

Industrials

YLZ Info Tech Co Ltd

64.3

07/14/10

CNY

China Merchant Securities Co

High Technology

Chongqing Three Gorges Water

58.8

06/24/10

CNY

China Securities Co Ltd

Energy and Power

Sichuan Kexin Mechanical &

54.1

06/24/10

CNY

Northeastern Securities

Industrials

Shanghai Morn Electric Equip

54.0

07/05/10

CNY

Nanjing Securities

High Technology

Tian Shan Develp (Hold) Ltd

45.0

07/14/10

HKD

China Everbright Secs (HK)

Real Estate

Dalian Zhiyun Automation

42.9

07/14/10

CNY

Pingan Securities Co Ltd

High Technology

Sinoref Holdings Ltd

38.1

07/01/10

HKD

DBS Asia Capital Ltd; Kim Eng Securities(HK)Ltd

Industrials

Guotai Junan(Hong Kong)Ltd

226.5

06/29/10

HKD

Hongkong & Shanghai Bank (HK); ICBC (Hong Kong); UBS (Hong Kong)

Financials

Global Bio-chem Tech Grp Co

89.3

07/08/10

HKD

HSBC Holdings PLC

Chiho-Tiande Group Ltd

78.0

07/05/10

HKD

CCB International Capital Ltd

Materials

Lijun Intl Pharm(Hldg)Co Ltd

48.4

07/13/10

HKD

Morgan Stanley International

Healthcare

HONG KONG Consumer Staples

EVA Precision Ind Hldg Ltd

46.4

07/09/10

HKD

CLSA

Industrials

Morning Star Resources Ltd

39.3

06/23/10

HKD

Convoy Investment Services Ltd

Consumer Products and Services

DEBT CAPITAL MARKETS TRANSACTIONS LIST China, Hong Kong 20 Jun – 17 Jul Issuer

Proceeds (USDm)

Issue Date

Currency

Bookrunner(s)

Sector

China CITIC Bank Intl Ltd

498.3

06/21/10

USD

Barclays Capital Group; HSBC Holdings PLC

Financials

CDB

400.0

07/08/10

USD

Agricultural Bank of China; Mizuho Corporate Bank Ltd

Financials

Huainan Mining Industry(Group)

367.9

06/28/10

CNY

China Minsheng Banking Corp

Materials

China Chengtong Holdings Co

324.0

06/25/10

CNY

Agricultural Bank of China

Financials

Guangdong Expressway Co Ltd

295.4

07/02/10

CNY

GF Securities; Guotai Junan Securities

Industrials

Guangzhou Commun Invest

280.6

07/12/10

CNY

Industrial Bank Co Ltd

Financials

China National Salt Industry

220.7

06/28/10

CNY

China Merchants Bank

Consumer Staples

Shaanxi Nonferrous Metal

220.7

06/29/10

CNY

Industrial Bank Co Ltd

Materials

Bank of China(Hong Kong)Ltd

128.5

06/28/10

HKD

Hongkong & Shanghai Bank (HK)

Financials

Inner Mongolia Highway Invest

118.1

07/09/10

CNY

Southwestern Securities Co

Industrials

2010 Zhejiang Zhiji SME Notes

97.1

06/29/10

CNY

Bank of China Ltd

Financials

Chongqing Chem & Pharm Hldg

88.6

07/12/10

CNY

Industrial Bank Co Ltd

Retail

CITIC Bank Intl Ltd

73.7

07/06/10

CNY

Hongkong & Shanghai Bank (HK)

Financials

Agricultural Bk of China (SG)

71.4

07/14/10

USD

Standard Chartered Bank PLC

Financials Financials

Bank of China(Hong Kong)Ltd

71.4

06/22/10

HKD

Standard Chartered Bank (HK)

Shandong Jinjing Science

58.9

06/21/10

CNY

China Construction Bank

Materials

China Construction Bank HK

50.0

07/07/10

USD

HSBC Holdings PLC

Financials

Bank of East Asia Ltd

445.7

07/09/10

USD

Citi; JP Morgan

Financials

Li & Fung Ltd

363.5

07/09/10

USD

Citi; HSBC Holdings PLC; JP Morgan

Consumer Products and Services

Hopewell Highway

203.6

07/07/10

CNY

Bank of China Ltd

Industrials

38.6

07/13/10

HKD

Standard Chartered Bank (HK)

Financials

Sun Hung Kai Prop Cap Mkt Ltd

www.legalbusinessonline.com

47

HONG KONG 6 SEPTEMBER 2010 SHANGHAI 14 O o CTOBER 2010 SINGAPORE 9 NOVEMBER 2010 BEIJING 25 NOVEMBER 2010

w w w. a s i a n l e g a l b u s i n e s s e v e n t s . c o m

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 deal with opportunities in 2010 and beyond.

Why you should attend: • In-depth workshops focusing on the latest legal issues presented by top domestic and international law firms • Opportunities to network and meet leading legal experts and peers • Panel discussion on the vital role of in-house counsel by some of the world’s most distinguished and dynamic corporate counsel • VIP networking luncheon & refreshments • Speaker notes Make a date in your diary and reserve your seat now as places are limited

FREE to In-House Counsel and Business Leaders* In-House Counsel / Business Leader

Law Firm / Service Provider Representative

I would like to attend the In-House Legal Summit: HONG KONG SHANGHAI 6 September 2010 JW Marriott, Hong Kong

SINGAPORE

14 October 2010 Sofitel Shanghai Jin Jiang Oriental Pudong Hotel

9 November 2010 Singapore

BEIJING

25 November 2010 Swissotel Beijing Hong Kong Macau Center

Job Title:

Name: Company:

Contact Person:

Address: Tel:

Fax:

Email:

Please fax form to +852 2815 5225 For further information and registration: michelle@kmimail.com +852 2815 5988

+852 2815 5225

For sponsorship opportunities, please contact Claris Tam: claris@kmimail.com +852 2815 5988 +852 2815 5225

* Free passes are not applicable to law firms, related legal service provider companies and vendor companies but are available from US$1,995 per person. Terms & conditions apply 2010 Sponsors include:

LONDON

伦敦

•

•

HONG KONG

香港

•

•

BEIJING

•

SINGAPORE

北京

•

新加坡

•

BRISBANE

•

• 布里斯本 •

MELBOURNE

墨尔本

•

PERTH

•

•

柏斯

•

SYDNEY

悉尼

•

AUCKLAND

•

•

奧克兰

WELLINGTON

•

威灵顿

Jump-Start Your Career Today In-house Director of Compliance – Greater China (10+ yrs pqe) Beijing Lead and manage the regional compliance program for a world famous IT corporation. The incumbent will design and implement compliance training programs and evaluate compliance policies, controls and operational processes. You must have a great understanding of both Chinese and international anti-corruption and finance/accounting regulations and the ability to advise senior business leadership. Ref: 9111/CB Associate Counsel, Brand Protection (8-10 yrs pqe) Beijing Fantastic new role at a world famous commercial enterprise. This position is responsible for developing and implementing brand protection strategies in Greater China and supervising anti-piracy and anti-counterfeiting activities across the country. You must have extensive experience in IP enforcement and contentious matters in China and have a deep understanding of PRC and international intellectual property law. Native Mandarin reading and writing and fluent English required. Ref: 9108/CB Regional Counsel (8+ yrs pqe) Hong Kong An innovative, cuttingedge producer of industrial materials is now seeking a Regional Counsel to cover commercial, M&A, compliance and basic IP issues. You should have a background in industrial technologies and be able to work independently. Mandarin language skills would be a plus. Ref: 9035/CB

Corporate/Private Equity Lawyer (2+ yrs pqe) Shanghai A leader in Asian investment services is seeking to expand their legal team with this new junior position. You should have experience in M&A, private equities and general corporate work, preferably at a top international law firm. Some regulatory experience is also needed, as is fluent English and Mandarin. Ref: 9110 /CB

Private Practice Corporate Partner – Beijing or Shanghai A renowned US law firm is looking to expand their practice in China and bring on a partner in their Beijing or Shanghai office. You should have substantial corporate experience in China and be able to build client relationships, especially with SOEs, representing them on outbound work. Excellent opportunity for senior lawyers looking to take the next step in their career at a recognized firm. Ref: 9122 /CB ICM Associate (3-5 yrs pqe) Hong Kong Develop your career by building on your securities experience and working at a top-tier international law firm. This role covers general securities work and requires debt capital markets and equity capital markets experience under Hong Kong or UK law. Fluent English necessary, Mandarin or Korean language skills would be an advantage. Ref: 9113/CB

Senior Corporate/Private Equity Lawyer (5-7 yrs pqe) Shanghai Join the talented legal team at one of the top investment groups in the region. This role maintains a variety of investments in China, including State-owned asset sales, real estate, distressed assets and private equity funds. Fluent reading and writing English and Chinese is a must, and only those with top-tier education and experience should apply. Ref: 9109/CB

Corporate Associate (3-4 yrs pqe) Shanghai New opportunity in the leading corporate practice of a renowned UK law firm. To succeed in this role, you must have at least three years of M&A and corporate FDI experience. PRC qualification and strong Chinese and English language skills required. Ref: 9089/CB

Corporate Lawyer (5+ yrs pqe) Shanghai Excellent opportunity to actively plan and execute the strategic legal program at this multinational manufacturing company. You should have experience in general corporate and commercial matters, including M&A, restructuring and corporate finance support. Fluent Chinese and English with PRC qualification is a must. Ref: 9076/CB

Business Development Officer (3+ yrs exp) Beijing Help drive the business side of this top-tier international law firm by generating client leads and opening doors at SOEs. You should have experience or relationships in the Chinese government or state-owned enterprises in Beijing and fluent Mandarin skills. Experience with working with law firms would be a plus. Ref: 9097/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

a Randstad company

www.hughes-castell.com.hk

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