ISSUE 10.8
Thailand
Smiles return to the capital markets
Employment law
What ‘employee-friendly’ workplaces mean for lawyers
Wealth management
Next battleground for Asia’s law firms?
Managing the
mega mergers Akiko Yamahara – Citi Japan
PLUS
THE BEST ADR FIRMS IN ASIA
Market-leading analysis
Comprehensive deals coverage
debt & Equity market intelligence
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EDITORial >>
12-18 months IN THE FIRST PERSON
W
hen the Singapore government announced the six recipients of its Qualifying Foreign Law Practice (QFLP) licenses in December 2008, the government declared that it would revisit whether the scheme would be expanded in ’12-18 months time’. And while both the Ministry of Law and the Attorney General’s Chambers seem to be no nearer to christening the next bunch of QFLP recipients, they may be well served by looking first at some of the unintended consequences of the scheme. The true impact of legal sector liberalisation will always take time to be felt. It took almost a decade for Japan to see the full effects of liberalisation there, and Hong Kong perhaps even longer. Yet even allowing for a time lag, signs are already emerging that Singapore’s venture may not be heading for the same level of success. On the surface, life in the Singapore offices of the six licensees has never been better – perhaps with the exception of White & Case. But those firms who either missed out on licenses, or were not invited to apply, are coming to grips with what is fast becoming a two-tiered legal services market for international law firms. As one partner at a US law firm recently told ALB, “Liberalisation either had to be all or nothing. What we have now are six firms who have an unfair advantage and countless others who are left playing catch up”. While such bifurcation of the country’s legal services sector was surely not the intention of Singapore’s regulators, the process is, somewhat alarmingly, deepening. One only needs look at the firms that have landed the largest mandates over the last 12 months. The key to correcting this process may be, as the US partner says above, taking an ‘all or nothing’ approach. Perhaps this is the only way to ensure Singapore can look back at its liberalisation process in two decades time, just as proudly as Japan or Hong Kong can now.
“Thailand has good market infrastructure. The only issue is the political situation, which hopefully will abate as the government’s plan provides more stability” Kittipong Urapeepatanapong, Baker & McKenzie (p8)
“In the past, or at least before the financial crisis, one would talk about a company’s risk appetite. But now it is not about avoiding risk – it is about finding ways in which we can accept that risk” In-house counsel, ADR rankings, (p32)
“There’s a gap in the market, in particular Hong Kong, to provide complex contentious trust and estate cases services” Rupert Ticehurst, Herbert Smith (p47)
The true impact of legal sector liberalisation will always take time to be felt. It took almost a decade for Japan to see the full effects of liberalisation there, and Hong Kong perhaps even longer
www.legalbusinessonline.com
1
News | deals>> >> CONTENTS
contents 54 cover story In-house Perspective: Citigroup Citigroup Global Markets Japan’s general counsel Akiko Yamahara explains how she kept a legal team together through one of the biggest transactions in Japanese corporate history
30 NEWS ANALYSIS 8 Thailand’s capital markets master plan Despite civil and domestic unrest, Thailand’s capital markets could lead the region – and lawyers will be at the vanguard of change 10 Vietnam’s mining tax While the effect of a ‘super-tax’ on the mining industry is expected to be minimal in Australia, in Vietnam it could decimate inbound FDI 12 M&A: the first half Asia’s mergers & acquisitions business is as healthy as it has been in a long time – and local Asian law firms are dominating the work
FEATURES 30 ALB’s leading arbitration and dispute resolution firms in Asia In-house lawyers, general counsel and business
38 The Macallan ALB Hong Kong Law Awards 2010 All the finalists across the 35 categories of the region’s premier legal awards event are revealed! 46 Wealth management With Asia tipped to house most of the world’s wealthiest individuals by 2015, now is the time for law firms to invest in their private client business 50 Employment law Many of the region’s major economies are on the brink of promulgating employee-friendly employment laws. ALB finds out what impact this will have on employment law practices
Regulars 4 DEALS 14 • • • • • • • • • • •
NEWS Shin & Kim opens second PRC office Dacheng opens in Hong Kong A&O launches Indonesia office US firms build capital market practices as HK IPO work flourishes Freshfields optimistic for Asia Korean firms form PRC alliance Squire Sanders subsumes IP boutique in Tokyo Albrecht anointed new Sidley Asia MP Charles Russell expands Bahrain practice Mayer Brown and Simmons & Simmons call off merger Pinsents and MPillay enter joint law venture in Singapore
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NEWS | deals >>
• Transaction subject to South African anti-trust approval
deals in brief | SINGAPORE | ►► Wilmar–Sucrogen acquisition Value: US$1.5bn Firm: Minter Ellison Lead lawyer: Leigh Brown Client: Wilmar International Leigh Brown Firm: Freehills Minter Ellison Lead lawyers: Andrew Pike, Philippa Stone, Clayton James Client: CSR
• Singapore commodities group Wilmar outbid China’s Bright Food to acquire CSR’s sugar unit Sucrogen • Acquisition comprises of equity and debt: Blake Dawson acted for Bright Foods • Minters advised new client Wilmar on all aspects of acquisition, including corporate, employment, tax, stamp duty, FIRB, NZ’s Overseas Investment Office, real property, IP and transitional services • Freehills has long involvement with CSR Group – previously acted on demerger of the Rinker business (takeover bid from Cemex) and on appeal to the Full Federal Court in April 2010 against a decision refusing to convene meetings for its demerger scheme • Deal marks third M&A closed by Freehills within three business days of the new Australian 2010/11 financial year
| India/US | ►► Reliance–Pioneer Natural Resources JV Value: US$1.3bn Firm: Vinson & Elkins Lead lawyers: David Cohen, Michael Wortley Client: Pioneer Natural Resources
4
Firm: AZB & Partners Lead lawyer: Shuva Mandal Client: Reliance Firm: Baker Botts Lead lawyers: Hugh Tucker, George Goolsby, Joe Poff Client: Reliance • JV between Indian mining giant Reliance and US firm Pioneer Natural Resources: Reliance to acquire 45% interest in Pioneer’s core Eagle Ford Shale acreage position in two separate transactions • AZB has acted for Reliance over several years, maintaining longstanding partnership across all major corporate and litigation transactions
• Jones Day’s team drawn from Hong Kong, Cleveland, Singapore, Sydney, London, Atlanta and Washington
| KOREA | ►► Lotte Group–GS Retail acquisition Value: US$1.1bn Firm: Kim & Chang Lead lawyers: Jay Ahn, Young Man Huh, Jong Hyun Park Client: GS Retail Firm: Yulchon Client: Lotte Group • GS Retail sold department store and hypermarket business to Lotte Group, Korea’s largest department store operator
Shuva Mandal AZB & Partners
• Baker Botts retained seven-lawyer team on deal, acting as US counsel to Reliance • Vinson & Elkins advised Reliance on April stake acquisition in Atlas Energy
| MALAYSIA |
• One of the largest business transfer deals completed in Korea: sale conducted through complex business transfer of three department stores and 14 hypermarket Young Man Huh Kim & Chang stores
• Kim & Chang represented GS Retail in deal structuring, obtaining all relevant regulatory approvals, and negotiating/drafting transaction documents • Yulchon are longstanding counsel to Lotte: advised on US$60m acquisition of Mybi in 2009
| Hong Kong | ►► AutoNavi Holdings IPO Value: US$108m
Firm: Fangda Partners Client: Underwriters Firm: Jun He Client: AutoNavi Holdings Julie Gao Firm: Simpson Skadden Thacher & Bartlett Lead lawyer: Leiming Chen Client: Underwriters
Firm: Thorp Alberga Lead lawyer: Richard Thorp Client: AutoNavi Holdings Firm: Skadden Lead lawyer: Julie Gao Client: AutoNavi Holdings
►► Weir Group–Linatex Consolidated acquisition Value: US$200m Firm: Jones Day Lead lawyers: John Dunn, Katherine U Client: Weir Group Firm: Pinsent Masons Lead lawyer: Dale Fischer Client: Navis Capital • UK-based engineering solutions provider Weir Group to acquire Malaysia’s Linatex Consolidated Holdings from Hong Kong private equity firm Navis Asia Fund IV • Deal to expand Weir’s emerging market footprint and for Linatex, provides leverage to Weir’s global sales network
Katherine U Jones Day
Asian Legal Business ISSUE 10.8
NEWS | deals >>
• Beijing-based navigation technology firm AutoNavi sold 8.6 million American depositary shares to investors
►► your month at a glance Firm
Richard Thorp Thorp Alberga
Allen & Gledhill
• Proceeds to be used for data processing facilities, R&D centre
• Deal represents another Chinese IPO for Skadden’s Gao – she has acted on NYSE/NADSAQ listings for more than 20 China-based companies including Baidu
Firm: Gibson Dunn & Crutcher Lead lawyers: Paul Harter, Peter Baumbusch Client: Gulf Capital • PE firm Gulf Capital acquired strategic stake in Consultant Radiology Centres, Saudi Arabia’s largest chain of diagnostic imaging centres • Gibson Dunn is longstanding counsel to Gulf Capital – in Feb 2010 advised company on 75% acquisition in TechnoScan
120 Equity market
Singapore
CDL Hospitality Trusts securities placement
Singapore
Treasury China Trust listing
Singapore
Neptune Orient Lines Euro MTN Program
Singapore
K-Green Trust listing
Undisc Equity market 10,000 Debt market
120 Equity market Undisc Equity market 1,500 Debt market
ASTRO Entertainment–Endemol Asia JV
India
Reliance–Pioneer Natural Resources JV
India
Tata Power Company–Bhira Investments acquisition
India
RaboBank–YES BANK divestment
215 Corporate
India
SBG Projects Investments–Maytas Infra stake acquisition
134 M&A
India
Sumitomo Mitsui Banking Corp–Kotak Mahindra Bank stake acquisition
296 M&A
Baker Botts
India
Sumitomo Mitsui Banking Corp–Kotak Mahindra Bank stake acquisition
296 M&A
Cleary Gottlieb
India
RaboBank–YES BANK divestment
Clifford Chance
Hong Kong
Rabobank–Agricultural Bank of China MOU
85 Private equity Undisc Corporate 1,300 Energy & resources 300 M&A
215 Corporate Undisc Corporate
China/Hong Kong
China Liansu Hong Kong IPO
China/Hong Kong
Trauson Holdings Hong Kong IPO
Davis Polk & Wardwell
China
Hanergy–Apollo Solar Energy acquisition
2,650 M&A
DeHeng Law Offices
Hong Kong/China
Agricultural Bank of China IPO
1,920 Equity market
Dewey & Leboeuf
Kazakhstan
Ekibastuz power station financing
Fangda Partners
Hong Kong
AutoNavi Holdings IPO
108 Equity market
Singapore
Lend Lease–Jurong Gateway Road acquisition
540 M&A
Singapore/Australia
Wilmar–Sucrogen acquisition
1,500 M&A
Thailand/Australia
Banpu–Centennial Coal takeover offer
2,200 M&A
Japan/Turkey
Sompo Japan–Fiba Sigorta
UAE
Abu Dhabi Commercial Bank–Royal Bank of Scotland acquisition
Hong Kong/China
Agricultural Bank of China IPO
Fried, Frank
China/Hong Kong
China Liansu Hong Kong IPO
Gibson Dunn & Crutcher
Saudi Arabia
Gulf Capital–Consultant Radiology Centres stake acquisition
Undisc Private equity
China
Hanergy–Apollo Solar Energy acquisition
2,650 M&A
Hong Kong/China
Agricultural Bank of China IPO
Hourani Associates
Saudi Arabia
Gulf Capital–Consultant Radiology Centres stake acquisition
Jackson Woo & Associates
China/Hong Kong
Trauson Holdings Hong Kong IPO
Jones Day
Malaysia
Weir Group–Linatex Consolidated acquisition
200 M&A 250 Equity market
Freehills
Freshfields
250 Equity market 96 Equity market
700 Project finance
308 M&A 50 M&A 1,920 Equity market 250 Equity market
1,920 Equity market Undisc Private equity 96 Equity market
China/Hong Kong
China Liansu Hong Kong IPO
Hong Kong
AutoNavi Holdings IPO
108 Equity market
Singapore
Oversea-Chinese Banking Corporation–United Engineers’s SPV acquisition
350
India
Subhkam Ventures fund structuring
Undisc Private equity
India
iPro Capital fund formation
Undisc Private equity
Korea/Hong Kong
Nomura Securities Seoul subsidiary conversion
Undisc
Korea
Air Liquide Sante International–Medions Homecare stake acquisition
Undisc M&A
Korea
Nexon–NDOORS stake acquisition
Undisc M&A
Korea/US
JDS Uniphase–Agilent Technologies acquisition
Undisc M&A
Korea/US
Hanwha Securities–Prudential Investment & Asset Management acquisition
Korea
Lotte Group–GS Retail acquisition
1,100 M&A
Kim, Chang & Lee
Korea
Nexon–NDOORS stake acquisition
Undisc M&A
King & Wood
Hong Kong/China
Agricultural Bank of China IPO
Latham & Watkins
China/Hong Kong
Trauson Holdings Hong Kong IPO
UAE
Abu Dhabi Commercial Bank–Royal Bank of Scotland acquisition
Kazakhstan
Ekibastuz power station financing
700 Project finance
Korea/US
Hanwha Securities–Prudential Investment & Asset Management acquisition
406 M&A
Khaitan & Co
Kim & Chang
| India |
Linklaters Lee & Ko
www.legalbusinessonline.com
Overseas Union Enterprise share placement
Singapore/Malaysia
Paul Harter
Firm: AZB & Partners Lead lawyer: Ashwin Ramanathan Client: RaboBank
200 Debt market
Singapore
ATMD Bird & Bird
KhattarWong
Value: US$215m
200 Debt market
Goodpack multicurrency MTN
Warburg Pincus–Metropolis Healthcare investment
Jun He
►► RaboBank–YES BANK divestment
Land Transport Authority bonds issue
Singapore
DBS Bank debt issuance program
Herbert Smith
• Saudi firm Gibson Dunn & Crutcher Hourani Associates worked alongside Gibson Dunn on transaction as local counsel
Singapore
India
Commerce & Finance
Firm: Hourani Associates Client: Gulf Capital
Value Deal type (US$m)
Singapore
| SAUDI ARABIA |
Value: Undisc
Deal name
Amarchand & Mangaldas
AZB & Partners
►► Gulf Capital–Consultant Radiology Centres stake acquisition
Jurisdiction
Real estate/ property
Corporate/ employment
406 M&A
1,920 Equity market 96 Equity market 50 M&A
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NEWS | deals >>
Firm: Cleary Gottlieb Client: Citigroup Firm: S & R Associates Lead lawyers: Sandip Bhagat, Uday Walia Client: Citigroup • Dutch agribank RaboBank sold off 37 million shares owned in YES BANK to Citigroup Global Markets India, in order to establish its own presence in India • AZB was exclusive counsel to Rabo; advised on structuring of transaction, drafting, negotiation and finalisation of the Secondary Trade Agreement and other ancillary documentation • YES BANK retained in-house counsel
| UAE | ►► Abu Dhabi Commercial Bank–Royal Bank of Scotland acquisition Value: US$50m Firm: Linklaters Lead lawyer: Nick Garland Client: RBS Firm: Freshfields Lead lawyer: David Higgins Client: Abu Dhabi Commercial Bank • RBS sells off retail banking business in the UAE to Abu Dhabi Commercial Bank – first time UAE bank bought out an international banks’ local franchise
bank last year in its Asia assets sale (sold off 54 Asia branches to ANZ)
| kazakhstan | ►► Ekibastuz power station financing Value: US$700m Firm: Linklaters Lead lawyer: Michael Bott Client: financiers Firm: Dewey & Leboeuf Lead lawyers: Aset Shyngyssov, Matthew Hinxman Client: Ekibastuz GRES-2 Power Station • Kazakhstan’s Ekibastuz power station one of the largest coalfired power stations in the world. Generates approximately 12% of electricity produced in the country through two existing units • Follows recent significant projects in Kazakhstan advised on by Dewey: $900m, 15-year agreement between Kazakhstan’s national railway operator and GE Transportation in May 2009 • Dewey retained cross-border team from Kazakhstan, London offices • Financing provided by a consortium comprising Russian State Corporation Bank for Development and Foreign Economic Affairs, Eurasian Bank of Kazakhstan
| Hong Kong/China | ►► Agricultural Bank of China IPO Value: US$19.2bn Firm: King & Wood Lead lawyers: Yang Xiaolei, Tang Lizi, Su Zheng Client: Underwriter
• If underwriters’ over-allotment exercised, issuer to raise US$22bn; making it world’s largest-ever IPO • Dual listing on Shanghai and Hong Kong exchanges, at least US$12m in legal fees will be paid to lawyers, financial advisers on deal, according to Bloomberg
Firm: DeHeng Law Offices Wang Li DeHeng Law Office Lead lawyer: Wang Li Client: Agricultural Bank of China Firm: Herbert Smith Lead lawyers: Tom Chau, John Moore Client: Underwriters Firm: Davis Polk & Wardwell Lead lawyer: Show-Mao Chen Client: Agricultural Bank of China
Firm: Haiwen & Partners Client: Joint sponsors, bookrunners, lead managers
Yang Xiaolei King & Wood
Firm: Freshfields Lead lawyers: Teresa Ko, Anthony Dapiran Client: Agricultural Bank of China Firm: Allen & Overy Client: Joint sponsors, bookrunners, lead managers
• Freshfields – longstanding counsel to Agricultural Bank of China – were Hong Kong counsel on deal advising on all aspects including investments by eleven major sovereign, institutional and corporate investors, for a total of US$5.45bn • Freshfields has now acted on the IPOs of all ‘Big Four’ Chinese stateowned banks: China Construction Bank (2005), Bank of China (2006), ICBC (2006) and this one • Herbert Smith said its appointment was result of strong relationships with both issuer and investment banks. Firm also advised on past ‘Big Four’ deals – ICBC China Construction Bank; China Merchants Bank • CICC, Citic Securities, Galaxy Securities and Guotai Junan Securities were lead underwriters on deal • Slaughter and May’s Hong Kong and London offices advised
• Freshfields (advising ADCB) also advised ANZ Bank last year on its acquisition of RBS’s Asia-wide assets sale. Partner David Higgins also advised RBS on its £26.5bn bid for NatWest back in 2000 • Freshfields David Higgins retained Freshfields lawyers from London and Dubai to advise ADCB general counsel Simon Copleston and vice-president legal counsels Olivia Birchall and Nabil Azar • RBS are longstanding clients of Linklaters, who also acted for the
6
Asian Legal Business ISSUE 10.8
NEWS | deals >>
Standard Chartered Bank on its US$250m investment in offering • Clifford Chance’s Roger Denny advised Rabobank’s US$250m investment in offering
| EQUITY MARKET | ►► China Liansu Hong Kong IPO Value: US$250m Firm: Jun He Client: China Liansu Firm: Fried, Frank Lead lawyers: Victoria Lloyd, Joshua Wechsler Client: China Liansu Firm: Maples and Calder Lead lawyer: Christine Chang Client: China Liansu Firm: Commerce & Finance Client: Underwriters Firm: Skadden Lead lawyers: Dominic Tsun, Edward Lam Client: Underwriters • Despite uncertainty in Europe economy, Liansu raised around US$250m • JP Morgan and UBS acted as joint global coordinators for the transaction • Jun He also recently helped NVC Lighting launch its US$196m IPO on the HKSE amidst difficult market conditions. • Marks second PRC company IPO closed by Skadden in July 2010 (AutoNavi Holdings IPO)
| Thailand | ►► banpu–centennial coal takeover
►► your month at a glance (CONT) Firm
Jurisdiction
Deal name
Value Deal type (US$m)
China/Hong Kong
China Liansu Hong Kong IPO
China/Hong Kong
Trauson Holdings Hong Kong IPO
Minter Ellison
Singapore/Australia
Wilmar–Sucrogen acquisition
Nishith Desai Associates
India
Mid-Day–Jagran Prakashan demerger
Norton Rose
Thailand/Australia
Banpu–Centennial Coal takeover offer
2,200 M&A
Orrick
Japan
FMC Corporation–Kumiai Chemical Industry herbicide acquisition
Undisc M&A
Pinsent Masons
Malaysia
Weir Group–Linatex Consolidated acquisition
200 M&A
Rajah & Tann
Singapore
Oversea-Chinese Banking Corporation–United Engineers’s SPV acquisition
350
Simpson Thacher & Bartlett
Hong Kong
AutoNavi Holdings IPO
108 Equity market
S & R Associates
India
RaboBank–YES BANK divestment
215 Corporate
China/Hong Kong
China Liansu Hong Kong IPO
250 Equity market
Hong Kong
AutoNavi Holdings IPO
108 Equity market
Singapore
Depa Interiors–Design Studio share acquisition
100 M&A
Singapore
Rickmers Maritime loan facility restructuring
130 Debt market
Maples and Calder
Skadden
Stamford Law Corporation
250 Equity market 96 Equity market 1,500 M&A 54 M&A
Singapore
Top Global three-for-one rights issue
125 Equity market
Thorp Alberga
Hong Kong
AutoNavi Holdings IPO
108 Equity market
Vinson & Elkins
India
Reliance–Pioneer Natural Resources JV
Watson, Farley & Williams
Singapore
Fortis Bank (Nederland) loan facility to Korean Development Bank Shipping Program
Yulchon
Korea
Lotte Group–GS Retail acquisition
1,300 Energy & resources
Client: Banpu Firm: Freehills Lead lawyers: Tony Damian, Andrew Rich Client: Centennial Coal www.legalbusinessonline.com
100
Shipping/maritime law
1,100 M&A
Does your firm’s deal information appear in this table? Please contact
• Thailand’s biggest coal miner, Banpu makes friendly cash takeover bid for remaining 80.1% of shares in Tony Damian Freehills Australia’s Centennial Coal (Banpu already owns 19.9%) • Marks first deal for Norton Rose advising Banpu. Previously advised Thai company PTT on A$800m stake acquisition in Straits Resources’ coal assets • Freehills advised Centennial Coal
alb@keymedia.com.au
61 2 8437 4700
on all aspects; in 2007 previously advised client on its sale of Anvil Hill project. • Six-lawyer team worked closely with Louise Baldwin, GC of Centennial Coal
| equity | ►► blackstone group–china animal healthcare investment Value: US$45m Firm: Jingtian & Gongcheng Client: China Animal Healthcare
Value: US$2.2bn Firm: Norton Rose Lead lawyer: James Stewart
Real estate/ property
“With some of the uncertainty of the [Australian government’s] Resources Super Profits Tax now behind us, this could be the start of a renewed round of mergers and acquisitions in the resources sector” Tony Damian Freehills
Firm: Rajah & Tann Lead lawyers: Chia Kim Huat, 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 a US$600m acquisition of China Bluestar Corporation, which Fangda Partners was the group’s legal advisor and Commerce & Finance acted for the target company
7
NEWS | analysis >>
Analysis >>
Thailand’s enticing master plan
Thailand’s corporate lawyers are a resilient group of professionals. In March they watched as yet another political crisis unfolded, delaying government plans to reform the country’s struggling capital markets. Now they’re waiting to see whether those plans will ever come to fruition and bring in the promised flood of work
T
hailand’s equity capital market is undoubtedly struggling: so far this year only one company (petrochemicals firm Indorama Ventures) managed to list on the stock exchange of Thailand (SET). Compared to last year’s total of six IPOs, the current market for major company listings is not looking too bright. In comparison to its regional neighbours, Thailand’s share market is growing at a snail’s pace. As of June last year the size of Thailand’s market was only 51% of its GDP. Compare this to Hong Kong, where the stock market’s size compared to GDP is 845%. “Should that trend continue, Thailand’s capital market will stagnate and become marginalised,” reads a 2009 government report.
8
“Various studies have shown that inadequate development of the capital market will impact [Thailand’s] ability to raise, channel and monitor resources efficiently. In the end this will lead to loss of growth opportunities, standards of living and prosperity.” The report has clearly tapped into the wider issue of a stagnating capital market:
►► Capital market development master plan: five-year development objectives 1. Abolish monopoly and improve competitiveness of the Thailand Stock Exchange (SET) 2. Liberalise securities business to promote market efficiency 3. Reform legal framework relating to the capital market 4. Streamline tax system 5. Develop new financial products 6. Establish a National Savings Fund 7. Develop culture of savings and investments 8. Develop domestic bond market Source: SET
“Thailand has good market infrastructure. The only issue is the political situation, which hopefully will abate as the government’s plan provides more stability. Then the market will pick up because there is so much liquidity here in Thailand” Kittipong Urapeepatanapong, Baker & McKenzie Asian Legal Business ISSUE 10.8
NEWS | analysis >>
loss of business confidence all-round. Law firms cannot afford to see such a situation eventuating. In 2008 the government (now ousted) introduced a much-needed Capital Market Development Masterplan, which was carried on by the new government in 2009, to mitigate the risk of this happening. Under the Masterplan, the hope is that by 2013 Thailand’s capital market will be in a better competitive position vis-a-vis the rest of Asia, luring foreign Arkrapol Pichedvanichok companies with easier Allen & Overy market access, new financial products, cheaper fundraising and transaction costs, and a host of other offers. New draft laws are being drawn up to give more tax incentives to transactions involving M&As, debt issues and Islamic bonds. Baker & McKenzie’s Bangkok office chairman Kittipong Urapeepatanapong is optimistic about the measures. “These are very big issues up for reform,” he says. “[Reforms] will create new opportunities and more work for law firms, such as in dual listings, tax issues, M&A, regulatory advice, and more.” The most important among the eight reform measures proposed is demutualisation of Thailand’s stock exchange, expected to be completed by 2012. By converting the SET into a public company the exchange will become regionally competitive. It will also reduce the SET’s market monopoly so that Thailand can welcome new and alternative trading platforms. The other significant measure is to ease license restrictions on some foreign companies, which will mean that law firms can tap into larger client bases. “The purpose is to try to make the stock market more competitive and attractive for companies to list on the SET, and if you liberalise laws for foreign companies, you will of course have more work from SET listings,” says Allen & Overy equity market specialist partner, Arkrapol Pichedvanichok. For law firms having more foreign clients also means working on largervalue deals. In the last few years, local capital markets practices have largely been relying on listings or www.legalbusinessonline.com
►► New and upcoming IPOs in Thailand Newly listed companies in 2010 Companies received approval; as yet unlisted Companies under approval process
SET (main) 1 4 0
MAI (alternative) 0 4 1
Total 1 8 1
Source: SET. Data correct as at June 2010
offerings by SMEs. They have been somewhat starved of bigger-value IPOs because the larger companies have no immediate plans to raise capital. “In the past ten years there has been a wave of new privatisations of stateowned enterprises which were the big-cap deals. Those deals have since dried up, and we don’t have any big privatisations anymore. Other big companies are simply not interested in the IPO route,” says Pichedvanichok.
Foreign companies
While lawyers are optimistic about these measures, it remains to be seen whether the plans will ever be realised – or once again be stalled by another
Thailand. “That’s quite a new thing – it’s never been heard of here,” he says. Auychai is currently advising an Australian bank looking to issue USdollar denominated bonds through this route. Chatri Trakulmanenate, a partner at Bankgok-based Weerawong C&P, is perhaps the luckiest lawyer in Thailand, after receiving the Indorama IPO mandate earlier this year. He says that another political crisis will undoubtedly hamper dealflow but the legal industry remains hopeful of an eventual turnaround. “Frankly speaking, I think we might be getting accustomed to this type of thing,” he says. “But the [fact is] that
“My prime mission is to make the bourse a bigger cake and this will be done through developing the capital market. We want to make more people come and eat our cake” charamporn jotikasthira, stock exchange of thailand
bout of political unrest. Allen & Overy’s debt capital market specialist Suparerk Auychai says that Thailand is slowly making headway towards capital markets reform. “I can sense that in the past four to six months the Securities Exchange Commission has been more liberal-minded and more commercial, and they’re serious about bringing more work to Thailand,” he said. “Something that wouldn’t be possible a year or two previously now is. It’s clear they’re trying to [be] accommodating.” Auychai explains one such ‘breakthrough’ Chatri Trakulmanenate achieved due to a more Weerawong C&P liberal-minded SEC. A new regulation which the firm worked with the SEC on getting approval for allows any type of foreign issuer to raise funds, by issuing plain vanilla bonds denominated in foreign currency to retail and institutional investors in
foreign investors are not comfortable with the political situation. Our firm’s been working on a number of transactions and, even though the political situation is unstable, on the equity side there are deals happening.” For now, lawyers are waiting to see whether one rumoured big-ticket IPO by CIMB Group will open the equity market floodgates. The hope is that CIMB – which plans to list 50 million shares by the end of the year – will be able to test the waters for smaller companies that are waiting out the political crisis. Judging by the number of companies awaiting listing approval (see table one), there is certainly interest in the marketplace. Yet CIMB isn’t the only company reportedly adopting the wait-and-see approach. “There were a lot of listings in the pipeline, but the companies stopped those efforts because of the political situation. Lots of foreign investors moved their shares out of the market,” explains Trakulmanenate. 9
NEWS | analysis >>
“And they’re not likely to come back for another five or six months.” Baker & McKenzie’s Urapeepatanapong agrees: “We’ll need to wait until the end of the year to see what happens,” he says. “Thailand has good market infrastructure. The only issue is the political situation, which hopefully will abate as the government’s plan provides more stability. Then the market will pick up because there is so much liquidity here in Thailand.” The true test will be in 2013, when the eight objectives under the government’s master plan are expected to be realised. President of the SET, Charamporn Jotikasthira, is charging through the year with the legal industry’s hopes on his shoulders. “My prime mission is to make the bourse a bigger cake and this will be done through developing capital markets,” he said in June. “We want more people to come and eat our cake.” ALB
Analysis >>
Vietnam:
bleeding minerals Investment in Vietnam’s mining sector has been booming, but amendments to mining laws could stop companies and future investments flowing in. That could lead to a drastic cut in FDI inflows and also less work for the local legal industry
W
hile the Australian Federal Government recently overcame a major battle with its biggest mining companies over passing controversial proposals for new mining taxes on them, Vietnam’s government is only now facing a similarly tough battle. The Socialist Republic’s Law on Minerals (LoM) was introduced only 15 years ago
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but has been subject to much scrutiny from concerned investors since. In 2005, the government quickly issued amendments to the law, but this was auctioned more so due to an upcoming WTO accession. That meant there was a lack of clarity in the amendments, according to Freshfields’ Vietnam managing partner Anthony Foster. Perhaps due to the rush, the Asian Legal Business ISSUE 10.8
NEWS | analysis >>
revised law does not touch on most of the regulatory problems contained in the previous law, he wrote in a client briefing released soon after the amendments were made. As the revised law does not contain any significant reform, neither the decree nor the circular contains many substantive changes. Now the government is considering new reforms, expected to come into effect from 1 July 2011. Among the most controversial proposals is the one to probe into the number of mining companies – including foreign ones – that benefit from the country’s mineral deposits. That’s in part because of a widespread problem in the industry: most of those companies don’t have mining licenses. According to the Ministry of Natural Resources and Environment, the number of mining companies in Vietnam jumped from 427 in 2000 to 1,400 in 2009, yet only 150 of those have been licensed by the Ministry. The problem is that if this situation is left uncontrolled by the government it will lead to “minerals bleeding,” say
locals, who are calling for sustainable mining operations through the new draft LoM. Clamping down on the mining companies is legitimised as the 1996 LoM clearly states that Vietnam’s mineral resources “are owned by the entire people and are uniformly managed by the State.” Not unsurprisingly, both local and foreign mining companies are worried because they argue the draft law will cut foreign investment in the local mining industry. At the Vietnam Business Forum’s April 2010 meeting mining executives discussed how the draft proposals will also increase taxes, and how short mining license periods cannot sustain an exploration period. “If the goal is to develop the mining industry and discover new mines, the new law should encourage this,” said Steven Dudka, a chief representative of Archipelago Company. “Investors expect to receive incentives, not punishment for their investment. High taxes and insecure tenure are not incentives but restrictions to investors.” The mining companies have a point. The last time the tax rate on mining
“There will be a drop in foreign investment, but if that investment isn’t willing to comply with environmental protection, safety, and registration rules, it probably isn’t the kind of investment Vietnam wants or needs” STEVE JACOB, INDOCHINE COUNSEL
►► FDI in Metal Mining 98
100 90 80 US$ Mill
70
59
60 50 40
39 31
30 18
20 10
29
5
6
7
6
2000
2001
2002
2003
0 2004
2005
2006
2007
2008
2009*
Source: VBF Mining Working Group
www.legalbusinessonline.com
“If the goal is to develop the mining industry and discover new mines, the new law should encourage this” STEVEN DUDKA, ARCHIPELAGO COMPANY projects was increased (by almost 20%) FDI in the metal mining sector dropped dramatically in just one year – from US$98m in 2008 to US$29m in 2009 [see table]. While the changes could cut back on work for law firms, some lawyers, like Indochine Counsel foreign legal consultant Steve Jacob, aren’t too worried about the LoM’s impact. “I think the new law will have a minimal effect on the legal industry,” he says. “Until we get a better idea of how the geological baseline studies are going to be implemented, the changes really amount to a bit more red tape.” Steve Jacob Indochine Although investment Counsel inflows could decrease, Jacob said that there might be more regulatory work as a result. “I can see problems with mine closures and frustrations with the 10year master plans, but I don’t think the [new LoM] is going to markedly change the quantity of legal work, at least not at a big deal level. You’ll see little things increase, like certifications of mining managers, but there shouldn’t be a major change,” he said. Jacob added that while unregistered mining is a problem, there is no implementation legislation that provides for enforcement. “This is a problem throughout Vietnam’s legal system. Ministries and ground-level enforcers need specific entitlements before they can actually penalise violators. Until they have those entitlements, there tends to be rampant violations. There won’t be much practical crackdown until specific penalties and enforcement is promulgated. If that does happen, there will be a drop in foreign investment, but if that investment isn’t willing to comply with environmental protection, safety, and registration rules, it probably isn’t the kind of investment Vietnam wants or needs,” he said. ALB 11
NEWS | analysis >>
Analysis >>
Asia-Pacific leads global M&A renaissance ►► Legal Advisors to Asia (ex- Japan & Australasia) M&A deal volume Company Rank AZB & Partners WongPartnership Kim & Chang DLA Piper Jones Day Freshfields Bruckhaus Deringer Allen & Gledhill Amarchand & Mangaldas; Suresh A Shroff & Co Lee & Ko Linklaters
H1 2010 H1 2009 Deal count Value (US$m) Rank Deal count
1 2 3 4 5 6
38 24 24 22 17 16
16,608 3,927 3,727 406 3,057 4,580
14 20 1 10 7 2
9 8 24 11 13 19
Deal count – Change 29 16 0 11 4 -3
7 8
16 14
4,151 4,712
12 21
10 8
6 6
9 10
14 13
1,164 20,920
3 6
16 14
-2 -1
Source: Merger market
A
ccording to a recent independent M&A report commissioned by Allen & Overy, Asia-Pacific was the only region globally to show an increase in M&A activity by deal volume this year. Hong Kong and China make up over 30% of M&A activity. In the first half of 2010, M&A volumes in the region grew by 11.3% against global growth of 7.8% for the same period. Mergermarket says the region announced US$137.2bn worth of deals in H1 2010. Emerging markets saw US$241.1bn worth of deals announced in H1 2010, a 58.8% rise in year-on-year data.
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Asian Legal Business ISSUE 10.8
NEWS | analysis >>
India’s AZB leads the pack as the region’s most active advisors in H1 2010, working on 38 deals worth US$16.6bn. Cross border transactions between regions recorded the highest half year percentage growth since H1 2008, and global private equity maintained a steady upward trend, up 40.4% from last year.
Inter-Asian M&A deals rise, local firms dominate
One of the more notable trends to emerge from the 1H10 M&A reports was the increasing volumes seen in inter-Asian transactions. This has set the scene for greater involvement of local law firms from across the region, and is something clearly evident on the legal advisory leader boards. According to Mergermarket, Asian firms are creeping into the top 10 league table of M&A deals closed in the AsiaPacific. Singapore’s WongPartnership jumped to second place from 20th on the M&A volume to Asia (ex-Japan & Australasia) rankings, from the same period last year. Kim & Chang retained its top three spot; and Amarchand & Mangaldas & Suresh A Shroff & Co and Lee & Ko made eight and ninth spots, respectively. “It’s an increasingly competitive market because you see the rise of [local] Asian firms coming into league tables as shown in the report, but also an increased presence and resourcing amongst the international firms,” said Jill Gauntlett, a corporate partner with Norton Rose. But although firms like AZB, WongPartnership and Kim & Chang have benefited from a resurgence in Asian M&A (ex-Japan and Australasia) in the first half of this year, international firms still dominated the M&A league table for this region by value.
Making the most improvements, Debevoise & Plimpton, Slaughter and May and Norton Rose dominated the M&A Top 10 deal value by Asia, taking giant leaps of 87 places (to finish 2nd), 38 places (to finish 3rd) and 48 places (to finish 7th), respectively. “Clearly Asian firms are responding to the vibrant activity in the market by strengthening their offering, but so too are the international firms,” Gauntlett said.
“Valuations have become a little more realistic because they’ve had to. It has given the opportunity for people to look at how they can construct deals” alastair da costa, dla piper
Future outlook
Lawyers noted that although M&A volumes and values are up on previous years, acquirers are still pursuing targets with greater caution. Norton Rose’s Gauntlett contends that while there are plenty of deals in the market, these are taking longer to close, thanks largely to more exhaustive financial and legal due diligence. “Dealflow is up on last year and the pipeline is looking much healthier, but some deals are taking longer, reflecting underlying caution,” she said. Other senior lawyers close to the market made similar observations. “As a general point, there is a degree of more caution. I think people are not willing to over-pay right Alastair Da Costa now. The last 18 months DLA Piper has required caution on the diligence, timing of things, and certainly private equity is taking a deeper view on how they look at value,” DLA Piper Asia managing director Alastair Da Costa explained. “But at the same time, there is value. What has happened over the last 18 months is that valuations have become a little more realistic because they’ve had to. It has given the opportunity for people to look at how they can construct deals.” ALB
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SHANGHAI
HONG KONG
SYDNEY
MELBOURNE
BRISBANE
PERTH
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NEWS >>
china >>
Shin & Kim opens
uk report Halliwells sells off practices to rival firms Manchester-based law firm Halliwells could be forced into administration, after the firm filed a second notice of intent to appoint an administrator in late June. The firm has been in discussions with rival firms to sell off its practices in the last month. It has already secured a deal with Barlow Lyde & Gilbert where they will acquire Halliwells’ insurance practice, and is also reportedly in negotiations with Hill Dickinson and HBJ Gateley Wareing. The firm’s demise was said to result from high overhead costs and lack of transactional work during the downturn. It reportedly owed the Royal Bank of Scotland £17.7m. Executive chairman Ian Austin has left to join another firm, Heatons. Baker & McKenzie spin-off firm acquired London-based boutique litigation firm Stewarts Law has acquired Baker & McKenzie spin-off firm, Masseys. Masseys is a litigation boutique founded by a group of Bakers litigation lawyers in 2004, and will move to the Stewarts office in London. The two firms merged in early July with Stewarts assuming the Masseys brand. Stewarts will gain commercial litigation, antitrust and employment expertise for its litigation practice, with the appointments of Masseys’ founding partners Jane Colston and Sean Upson, fellow partners Fiona Stewart and Fiona Gillett and their respective teams. Managing partner John Cahill said “during our discussions we were struck by the extent of our shared values and vision. We will work together to establish Stewarts Law as a leading litigation brand.”
K UK law society’s virtual appointment The UK Law Society has elected the managing partner of a virtual law firm as its new deputy vicepresident. Lucy Scott-Moncrieff, a mental health and human rights lawyer who heads online legal practice Scott-Moncrieff Harbour and Sinclair, takes up the post working under Law Society president Linda Lee and vice-president John Wotton. Scott-Moncrieff was chosen for her role having founded an ‘innovative’ legal practice, said the law society. On her appointment, Scott-Moncrieff said: “It is both an honour and a great responsibility to be elected deputy vice-president, especially at such a challenging time for the profession as a result of the transformation of legal aid and the licensing of alternative business structures. I very much look forward to championing the profession as we move into the next decade.” Reed Smiths boosts energy practice Reed Smith has appointed four new partners to its energy, trade & commodities group in London. The addition of Keith Hartley, Peter Cassidy, Vincent Rowan and Gordon Bell will grow the firm’s London energy practice to 13 partners. “The energy and natural resources sectors have enjoyed unprecedented growth over recent years – including through the economic crisis. Our trading clients are aggressively diversifying beyond trading, creating integrated supply chains enabling them to add value across their commodity portfolios at every stage from production to marketing/trading,” said head of the energy practice, Kyri Evagora.
orean firm Shin & Kim has opened another office in China, four years after its debut in Beijing. The firm has also merged with local real estate boutique, Evergreen Law Group. Its new Shanghai office was launched in March after approval was received from Chinese authorities. The firm is aiming to get 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 Byoung Seon a Chinese lawyer and Choe Shin & Kim lawyers from the firm’s China practice, based in Seoul. Shin & Kim said the opening was prompted by expected growth in appetite by Korean corporates for investments in China. Trade is flourishing between the two nations: China last year became South Korea’s largest trading partner, taking HONG KONG >>
US firms scramble for
U
ROUNDUP • Pinsent Masons’ GFC-prompted flexible working scheme saved the firm around £2m and avoided 50 redundancies. The scheme involved 204 staff taking 13 weeks of annual leave as their incomes dropped to a minimum of 80% of normal rates • Clyde & Co has appointed Martin Davies to its London corporate practice. Davies arrives from Howard Kennedy, where he headed the international group. At Clydes he will lead a new Middle East business strategy • Charles Russell has made up seven lawyers to partner as part of its new financial year promotions. The firm now counts four new partners in London, two in Cheltenham and one in Oxford • Lee Doyle, the former head of RBS’s UK corporate and global restructuring legal team has moved to join Ashurst as partner in its London loan markets practice
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S firms Jones Day and Fried Frank have both strengthened their Hong Kong capital markets practices with key appointments, as demand for specialists Joseph Lee grows with the surge Jones Day in IPO activity seen in Hong Kong. Jones Day has appointed Fried Frank corporate partner Joseph Lee to its Hong Kong capital markets practice. In response, Fried Frank elevated two lawyers focused on capital markets work, Jay Aggarwal and Marianne Cheng, to the position of international counsel. This firm now counts 14 lawyers in its Hong Kong capital markets practice (some of whom work across the firm’s US bases); while Jones Asian Legal Business ISSUE 10.8
NEWS >>
news in brief >>
second Chinese office, signs merger
up 24% of its exports. The firm has represented clients such as Hyundai Heavy Industries, Kumho Asiana and STX Corporation in their Chinese corporate transactions. Shin & Kim also bolstered its lawyer and client roster after acquiring real estate boutique Evergreen Law Group, earlier this year. All of Evergreen’s 32 lawyers have transferred, including ex-Shin & Kim lawyers Kyung Don Lee, Robert Young and Yong-Seok Park. It is understood that Evergreen lawyers chose the bigger firm in order to retain bigger clients – the ‘economy of scale’ theory. “It was a good time to merge,” explained partner Robert Young.
Norton Rose gives new hope to Sichuan earthquake victims A hundred children in the earthquake-ravaged region of Guangyang City in Sichuan have been granted a chance at education at the newly built Norton Rose Hope School. The construction of the school began in 2009 and was funded by the firm’s staff in Beijing and Shanghai through personal donations.
“Some of us started off at Shin & Kim before we went off on our own. We’ve always [maintained] discussions with Shin & Kim about merging and now was a good time to do that, because of the synergy between the two firms, and the [attraction] of Shin & Kim being a larger firm that provides the full scope of services,” he explained. The firm will now join fellow Korean firms Bae Kim & Lee and Jisung Horizon in having a Shanghai office (another Korean firm, Lee & Ko, has an office in Beijing). Both Yoon Yang Kim Shin & Yu and Yulchon are also believed to be in the process of launching China offices. ALB
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 enormity and tragedy of this earthquake caught the attention of the whole world but it was the plight of the region’s children that was most distressing. We wanted to do everything we could to make sure the children and teachers in this region could make a fresh start following the trauma they suffered as a result of the earthquake,” said Peter Martyr, Norton Rose’s group CEO. The Norton Rose Hope School is located in the northern part of Sichuan Province where the 3.1 million-strong population were directly affected by the 7.8 earthquake in 2008.
capital markets lawyers as HK IPOs surge Day has 22. These moves come as Hong Kong’s capital markets see significant growth in the number of IPOs this year. To date, 22 new listing applications were received for the Main Board of the HKEx, in comparison to 10 received during the same period last year. In May alone, ten new listing applications were received – only three were received in May 2009. Matthew Bennett, director of specialist recruiter Robert Walters in Hong Kong, said capital market lawyers are currently hot property for law firms. “We’ve seen a notable uplift [of jobs] in the legal sector, as there’s been an increase in IPOs and new regulatory conditions on reporting standards, requiring a higher number of legal and compliance staff,” he said. But as the work flows in, law firms www.legalbusinessonline.com
that place too much focus on their capital markets practices may also be at risk of overworking their lawyers, losing them in the short term. “We’re witnessing a trend of legal professionals demanding more variety in corporate work as opposed to being “pigeonholed” on pure flotation and IPO projects,” said Ricky Miu, legal division manager of Robert Walters in Hong Kong. “Therefore, they are currently focused on finding firms that can offer broadranging experience or alternatively an in-house position where they can obtain more general corporate/commercial experience.” ALB ►► Quick facts: HKEx - IPO applications New listings - Main Board Jan – May 2010
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Jan – May 2009
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Shanghai HHP finds European ‘best friend’ Shanghai firm HHP has 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. HHP will adopt the Marccus brand in mainland China exclusively. 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 forces with Mazars in 2006. The next year, Bernd Sagasser, former partner of Haarmann Hemmelrath, was elected to the managing partner of Marccus. Sagasser noted that his firm is pleased about the “reunion” of the partners and the strategic component of the agreement is to build a platform to expand into the Asian Pacific region together with HHP and alongside Mazars.
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NEWS >>
Korea >>
us report Chadbourne taps into BRIC market Chadbourne & Parke is planning to launch in Sao Paulo and has hired two finance lawyers to be based in the office there. The Sao Paulo branch, which will provide foreign legal advice, will launch once regulatory approvals from the Brazilian Bar Association have been received. The office will have new finance partners Charles Johnson and Daniel Spencer; and Felipe Creazzo, a New York corporate lawyer who will relocate. “The success and growth of our Latin America practice, and the increasing significance of Brazil in the world economy, encouraged us to move decisively to gain on-the-ground capabilities in Brazil,” said Chadbourne managing partner Charles O’Neill. Former Toyota VP launches new Washington law office US labour law firm Fisher & Phillips has opened an office in Washington DC, led by the former senior vice president of Toyota Motor North America, Dennis Cuneo, who is joining the firm as partner. Chairman Roger Quillen said: “We believe it’s important for us to bring a voice to Washington on behalf of our clients, especially at a time of rapidly changing workplace laws and regulations. Dennis is the right person at the right time to lead this new effort.” Hogan Lovells builds DCM practice Hogan Lovells has expanded its debt capital markets and structured finance practice with the appointment of Emil Arca as a partner in its New York office. Arca joins from Dewey & LeBoeuf in New York and is expected to drive the development
of the firm’s Latin America and Europe practice. Finance co-heads Ben Hammond and David Hudd said in a statement “The work handled by Emil is at the high end of the securitisation business and is a very good fit alongside the team based in Europe. We are seeing definite signs of improvement in the securitisation market and this is exactly the right time for the team to be growing its capability in this area.” US still leading M&A market by value The US is still leading the world as the biggest M&A market, capturing 34% of market share according to Thomson Reuters. However, deal volumes have declined: in the US alone there were 3,902 M&A deals in the period from January to July this year. This is a drop from the 4,105 deals recorded in the same period last year. The data also shows that the Americas saw US$559bn worth of inbound deals (determined by the acquirer’s net debt). The Americas closed 6,035 M&A transactions, which is a slight drop from the same period last year when there were 6,043 M&A deals closed. Nixon Peabody loses more lawyers Nixon Peabody has reportedly lost another 14 lawyers to rival firm Pillsbury, after losing nine lawyers to DLA Piper in June. Among those that have left for Pillsbury include Mats Carlston, who had headed up global finance; Bart Pisella, who will now lead Pillsbury’s corporate trust team; and Doug Schneller, who will now head Pillsbury’s distressed investment practice.
Korean firm forms PRC ties P
RC firm Jincheng Tongda & Neal (JT&N) has formed an alliance with Korean firm San Gyung Law Firm, citing increased Sino-Korean business. Initiated by six JT&N partners – Jason Pang, Liu Zhihai, James Yang, Wang Yong, Yang Cheng and Fang Yan – the agreement forms part of the firm’s response to increasing demand for legal service from Korean clients. “This is a breakthrough for both firms in view of our existing business model,” said JT&N in a statement. “Both firms have rich resources, political, business and legal knowledge in our homegrounds and this will prove to be greatly beneficial for both firms.” 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 and a temporary Lui Zhihai team with experts from JT&N both sides will be formed specifically for the project. ALB japan >>
Squire Sanders firm, outlines IP plan
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ROUNDUP • The US legal industry is still shedding jobs. In June, around 3,900 jobs were lost, according to the US Bureau of Labor Statistics. In May that number was 600, seasonally adjusted from the initial expectation of 300 jobs lost • London-based law firm Olswang has reportedly formed an alliance with US firm Cooley, in an effort to boost its international work • Loeb & Loeb has appointed Alan Cutler as its chief operating officer. Cutler will succeed Jerry Post who retired from the firm after serving for ten years in the position • Nixon Peabody has appointed Ernst & Young healthcare group professional Peter Egan as a partner in its health services practice in New York • White & Case has hired two new partners for its global IP practice in Washington DC. Alston & Bird lawyers Trevor Nagel and Lee Van Blerkom will join the firm’s sourcing and technology transitions group
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S firm Squire, Sanders & Dempsey has joined forces with specialist Japanese IP firm Miki & Yoshida Law and Patent Office, to bolster its resources in what is one of the fastest-growing areas of practice for international law firms in Japan – IP. Squire Sanders’ Tokyo managing partner and Asia practice coordinator Ken Kuruso said the union was both timely given the increasing importance of IP to Japanese corporates. “Japanbased companies increasingly perceive IP as a strategic asset that is critical to their global success, and so it is important for us to be able to assist Asian Legal Business ISSUE 10.8
NEWS >>
indonesia >>
A&O launches in Indonesia with former Bakers partner A llen & Overy has formed an Indonesia presence to target Islamic finance and energy & resources work, with the help of a former lawyer from Hadiputranto Hadinoto & Partners (HHP), Baker & McKenzie’s Indonesia alliance firm. It has sealed an association with the law firm of Daniel Ginting, a former energy & infrastructure projects partner at HHP. The office is situated near the Indonesian Stock Exchange, and will link up with A&O’s recently launched Doha office, which is also targeting Islamic finance work. The alliance makes an eighth office in the AsiaPacific for Allen & Overy and follows on from its dual assault on the Australian market with openings in Perth and Sydney in March. Allen & Overy’s Asia managing partner Thomas Brown said that the firm was receiving more Indonesiarelated work and interest from its clients. “Indonesia is now one of the most important emerging markets in Asia. Increased interest from clients has led to steady and sustained growth in the amount of Indonesia-related work
we do,” he said. The decision was also prompted by what global managing partner Wim Dejonghe said was Indonesia’s fiscal shield from the GFC. “Indonesia is one of the few countries whose GDP has continued to grow, despite the financial crisis and global Daniel Ginting Allen & Overy recession,” he said. Dejonghe – who said the Asia-Pacific was an “important and successful region for us”– made the announcement on the same day that the Magic Circle firm announced its financial results for the 2009-2010 financial year. Turnover fell by 4%, decreasing from £1.09bn to £1.05bn. Profits per equity partner (PEP) however, increased by 10%. Prior to the association, Indonesiarelated work was carried out by lawyers from A&O’s Singapore office, where they had been receiving some bigticket Islamic finance mandates. For example, last year the firm advised the Indonesian government on a US$650m sukuk issue, the country’s first international sukuk. ALB
news in brief >> A&O revenue falls by 4% Allen & Overy’s end of financial year results have revealed that 60% of the firm’s revenue is now achieved outside of the UK. The results were driven by strong performances across the banking, litigation, regulatory and restructuring practices. However, the London-based firm saw revenue fall 4% to £1.05bn (A$1.9bn) for the year ended April 30. Profits per partner (PEP) increased 10% to £1.1m, the result of a reduction in lawyers during the GFC. Staff costs fell 11% to £384m, following a restructure which saw 250 lawyers and 200 office staff cut in Wim Dejonghe Allen & Overy February 2009. For the third year running, two-thirds of the firm’s work involved two or more offices, reinforcing its global office model. Managing partner Wim Dejonghe said in a statement: “While the outlook for the global economy remains uncertain, especially in some European markets, we are in the best possible shape to handle whatever challenges the market presents.” M&A Region Breakdown – ASIA PACIFIC
►► 1/1/2010–15/7/2010 Target primary nation region
subsumes boutique clients in these matters,” Kuroso said. Miki added that Squire Sanders’ international reach was also an important factor in the decision to merge. “Squire Sanders’ global reach… will benefit our clients in Japan, particularly those merging with companies that have assets outside Japan,” he said.
“Japan-based companies increasingly perceive IP as a strategic asset that is critical to their global success” ken kuruso, squire sanders www.legalbusinessonline.com
Value of deals (US$m)
Number of deals
The Americas
559,512
Europe
303,410
7,538
Central Asia/Asia-Pacific
211,713
5,399
Africa/Middle East
42,868
619
Japan
33,186
1,166
Unknown Total
6,035
-
-
1,150,688
20,757
►► 1/1/2009–15/7/2009 “A firm that operates globally can better meet our clients’ needs and help handle the increasingly important IP matters, both at a local and global level.” In addition to Miki and Yoshida, Kanako Inokuchi (partner) and Masazumi Kano (associate) will also join the firm, bringing the total number of lawyers in the Tokyo office to 27. ALB
Target primary nation region
Value of deals (US$m)
Number of deals
The Americas
457,769
Europe
312,321
6,043 7,381
Central Asia/Asia-Pacific
199,956
5,076
Africa/Middle East
18,181
443
Japan
35,084
1,337
Unknown Total
4
1
1,023,316
20,281
Source: Thomson Reuters
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NEWS >>
XXX >> singapore >>
Pinsent Masons forms JLV with Singapore ally P
insent Masons has formed a joint law venture practice in Singapore with its local ally, MPillay. The two firms have converted their successful three-year old association agreement into a formal practice which will target the local dispute resolution market. The new JLV firm, Pinsent Masons MPillay, will be Singapore’s sixth. MPillay’s founder Mohan Pillay will lead the practice and join the Pinsent Masons partnership, while MPillay equity partner Chris Chong will be a consultant and two other partners will be counsel. Pinsent Masons will contribute construction law specialist Jon Howes and dispute resolution lawyer Wei Yaw Lam, who will both relocate from the Hong Kong office. They will advise on construction, energy and engineering disputes resolution matters and link up with overseas offices including those of its European ally, Salans. In formalising the association both firms said they now have a more efficient practice. “Instead of two separate law firms the JLV allows for services to be provided by a single legal services provider,” said Pillay. “It’s now a separate self-standing practice... with the convenience of a single point of communication, engagement, and invoicing.”
Under the previous association agreement the law firms had built up a steady roster of clientele, acting on local projects such as the Marina Bay Sands Integrated Resorts Development and the Singapore Mass Rapid Transit System. “Working together, we have even been able to buck the economic trends experienced in many parts of the world, with a significant increase in client instructions in the region and in Singapore in particular,” said the head of Pinsent Masons’ Asia-Pacific practice, Vincent Connor. Pinsents last year announced its
“The logical move for us having been established in Asia was to get that capacity in Singapore” vincent connor, pinsent masons
►► Singapore Joint Law Ventures – law firms • • • • •
Allens Arthur Robinson TSMP Baker & McKenzie. Wong & Leow Dacheng Central Chambers Linklaters Allen & Gledhill Hogan Lovells Lee & Lee
intention to become a law firm of ‘truly international reach’ by 2020. Last year it formed an alliance with Salans and it continues to have arrangements with domestic firms across Asia. Howes said that the Singapore JLV satisfies part of that plan. “This is a very important step in that process. The logical move for us having been established in Asia was to get that capacity in Singapore. We can now say that we have an Asia presence in all of the region’s major four cities – Beijing, Shanghai, Hong Kong and Singapore,” he said. ALB
singapore >>
Law Soc president prefers Dubai T he founder of WongPartnership, Wong Meng Meng has been appointed as interim President of the Law Society of Singapore after current president Michael Hwang vacated the position he has held for three years. Hwang’s recent appointment as chief justice of the Dubai International Financial Centre Courts has prevented him from serving his full term as president, which was due to end on 31 December this year. Instead, Hwang will stay on until July 31 and Wong will take the helm for the rest of the term, before standing for re-election next year.
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Wong is the current vice-president of the Law Society, and is recognised as a leading litigator in building and construction law. He is active in corporate and financial litigation as well as on construction disputes. Along with Hwang, he was among the pioneer batch of senior counsel appointed by the Chief Justice in January 1997. Wong founded WongPartnership in 1992, a firm that has grown in stature to form part of Singapore’s ‘big-four’. He currently remains as a consultant to the firm. ‘Wong Meng Meng will have a clear vision of the needs and functions of the Law Society. He also
has the nous and drive to meet these ends. He will be a forthright leader and has my full support,’ said former Law Society president and senior counsel of Tan Rajah & Cheah, Chelva Rajah. Wong is known to harbour a number of concerns regarding the ability of Singapore’s law firms to withstand the competitive pressures that Wong Meng Meng have been unleashed by WongPartnership the liberalisation of the country’s legal services sector. Changes to protect the interests of such firms could be high on his agenda. ALB Asian Legal Business ISSUE 10.8
NEWS >>
industry >>
Latham & Watkins latest to build Asia litigation capability
L
atham & Watkins joins other international firms that are establishing litigation practices in Asia, a result of the dry-up of corporate work during the height of the GFC. Simon Powell, a Hong Kong-qualified lawyer from Jones Day, has been appointed a partner in Latham’s Hong Kong litigation department. Powell’s practice spans numerous sectors including advising financial institutions and companies in commercial litigation and arbitration proceedings, contentious insolvencies, securities and competition regulation. Recently he was special counsel on Asia litigation for the Lehman Brothers estate, handling the company’s bankruptcy proceedings. The firm has significantly expanded
its presence in Asia over the last decade with new offices in Hong Kong, Beijing, Shanghai, Singapore and Tokyo. Latham now joins Skadden, Herbert Smith and Linklaters in strengthening or launching their litigation practices in Hong Kong, the region’s financial capital, during the downturn in 2008 and early 2009. Asia is a growing market with an increasing number of local companies embroiled in US law suits, as well as a rising number of Latham’s own Asian clients seeking litigation advice locally. According to Powell, increased securities enforcement and greater regulatory scrutiny of companies involved in major transactions in Asia will lead to an increased demand for litigation advice. ALB
news in brief >>
DIFC Courts courtroom
Michael Hwang appointed Chief Justice of DIFC Court Former Allen & Gledhill partner Michael Hwang has been appointed Chief Justice of the Dubai International Financial Centre’s (DIFC) Court. Hwang will replace Sir Anthony Evans who retires after five years in the position. Hwang, who has served on the court since 2005 as Deputy Chief Justice, was a partner at Allen & Gledhill from 1972 and head of the firm’s litigation and arbitration department for 10 years. In 1997, he was one of the first lawyers in Singapore to be elevated to the position of senior counsel and is currently president of the Singapore Law Society and Singapore’s non-resident ambassador to Switzerland. Sir Anthony Evans’ tenure as Chief Justice was characterised by a number of milestones for Dubai’s common law judicial system. He oversaw the development of a pro bono scheme, the establishment of a Small Claims Tribunal and implemented a Professional Code of Conduct for all DIFC Courts users. In addition, his term saw the introduction of the urgent case handling facility and an electronic case management system as well as the signing of various memorandums of understanding and enforcement protocols with the Dubai Courts. 15 Italian firms showcase Italian opportunities at Shanghai Expo Lawyers from 15 prominent Italian law firms showcased investment opportunities in Italy at the 2010 Shanghai World Expo, highlighting key legal aspects Chinese investors need to pay attention to when investing into Italy. Representatives from the 15 firms gave speeches on various aspects of foreign investment in Italy during the morning session. A roundtable discussion on topics of common interest between China 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 include Bonelli Erede Pappalardo, Chiomenti, de Meo & Associati, Gianni, Origoni, Grippo & Partners and Scognamiglio. Among them, Chiomenti has two representative offices in China.
www.legalbusinessonline.com
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NEWS >>
middle east >>
Charles Russell expands Bahrain practice, continues Awal proceedings
U
K firm Charles Russell has expanded its Bahrain practice by hiring three new lawyers, as it continues a major cross-border case against troubled Awal Bank. The bank was placed into administration last year after defaulting on its loan repayments. The firm picked up the mandate last July as Awal’s external administrators on behalf of the Central Bank of Bahrain, Clive Hopewell to carry out legal Charles Russell proceedings for the banks’ creditors. An appeal by Awal Bank’s chairman against the appointment had potentially threatened the firm’s role as external administrators before it was overruled by a Bahraini court in June this year. Charles Russell will now continue its role initiating legal proceedings across a number of countries – Bahrain, London, New York, Saudi Arabia and the
Cayman Islands – to recover assets for creditors of Awal bank. Central Bank of Bahrain said it supported the firm’s appointment, and of it’s placing Awal Bank in administration was to protect the local banking sector. “The ruling … clearly validates our decision [to appoint administrators] and we will continue to support the independent administrators,” said Khalid Hamad, CBB’s executive director, banking supervision. “Their priority is the realisation of Awal Bank’s assets for the benefit of all stakeholders and creditors, through all available means.” The news comes as three new lawyers were appointed by
“Their priority is the realisation of Awal Bank’s assets for the benefit of all stakeholders and creditors, though all means” khalid hamad, cbb
the firm for its Bahrain office in July: Shariah banking & finance specialist Nicholas Polley, corporate lawyer Sherif Hampton and paralegal Basma AlAlawi. In March the firm transferred corporate partner Andrew Sharpe from London, and now has 10 fee-earners in the office. Bahrain managing partner Clive Hopewell said that the appointments are intended to support the financial services sector in Bahrain. “We continue to expand the office to cover those disciplines where we see particular client demand and strategic advantage,” he said. ALB
industry >>
Mayer Brown and Simmons: the merger that wasn’t T rans-Atlantic tie-ups have become a current fad in the international legal industry. Hot on the heels of the Hogan Lovells merger and the SNR Denton combination, UK firm Simmons & Simmons and its US counterpart Mayer Brown had been on the verge of seeking a possible tie-up, before calling off the discussions a week later. Just one week after various media reports confirmed merger discussions, the firms jointly released a statement announcing that a combination is not going ahead. “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
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combination between our firms is not the right option. There is, however, considerable goodwill and continuing respect on both sides.” Had the union gone ahead, the combined firm would have had over 300 legal professionals including 80 partners in China. It could have taken over Baker & McKenzie’s position and become the largest international firm in the country.
Simmons & Simmons has recently hired partner Davis Wang from King & Wood and is in the process of establishing an office in Beijing. Mayer Brown’s merger with Hong Kong firm Johnson Stokes & Master (JSM) in January 2008 has significantly expanded its presences in China. This merger added three new offices to its China practice, which previously only had a Hong Kong office. ALB
►► what would have been – the simmons/mayer brown numbers Simmons & Simmons
Mayer Brown
Offices in China
Shanghai, Hong Kong
Beijing, Shanghai, Guangzhou, Hong Kong
Total offices worldwide
22
22
China headcount
80 legal staff, 18 partners and consultants
228 lawyers, 64 partners
Global headcount
777 lawyers, 134 equity partners
1657 lawyers, 274 equity partners
Global turnover in the previous FY*
US$1.1bn
£291.3m (US$430.7m)
*Source: 2010 Am Law 100 and 2009 The Lawyer UK 200
Asian Legal Business ISSUE 10.8
NEWS >>
hong kong >>
china >>
Australia’s taxing issue and China’s energy needs W
Dacheng opens in Hong Kong after another merger
P
RC firm Dacheng has opened yet another office – this time in Hong Kong – after merging with fellow PRC firm Guangdong Xin Yang. Xin Yang has an association agreement with Hong Kong-based Wong Poon Chan Law & Co, and Dacheng intends to target Chinese clients on family business governance legal issues. The merger agreement was finalised in April 2010 and Dacheng received its license to operate from the Law Society of Hong Kong in May. In addition to its Hong Kong presence, Xin Yang has offices in Beijing and Guangzhou and advises on capital markets, private equity and venture capital, international trade, M&A, IP and project finance. The firm is also noted for its strong family office practice where it assists Chinese and other Asiabased clients on succession planning, employment policies for family members in a business and inter-generation transition management. Dacheng plans to access the burgeoning Asian family office market as well as extend its presence to reach Hong Kong businesses through its alliance with Xinyang, which is notarized to provide legal services in both Mainland and Hong Kong. Partners from Xing Yang were absorbed into Dacheng’s Hong Kong operations, with Yang Jinzhu, the previous co-managing partner of Xinyang now the MP of Dacheng’s Hong Kong office. “The merger is mutually beneficial as we have expanded to a much broader offering in regards to clients and network,” Yang said, adding that the firm is presently looking to recruit lawyers domestically as well as internationally to expand its operations organically in the coming years.
www.legalbusinessonline.com
►► Registered association of foreign law firms (PRC-HK) Hong Kong Solicitor’s Firm
Registered Foreign Law Firm
No. of foreign lawyers in HK*
Ho & Co., Roger
Zhong Lun
4
Ng & Shum
D&S Law Firm
1
Wong & Chan
Jin Mao
1
Wong Poon Chan Law & Co
Guangdong Xin Yang Law Firm (HK)/ Dacheng Law Office
3
-
Chen & Co
2
-
China Law Office
6
-
Duan & Duan
3
-
Grandall (HK)
3
-
Guangdong Huafa Law Office
3
-
Guantao (HK)
2
*Number of foreign lawyers as registered with the Hong Kong Law Society
►► Dacheng in Numbers Number of partners
396
Number of lawyers in Beijing
375
Overall number of lawyers
1,200
Number of worldwide offices
33
New international branch offices May 2009–May 2010
Los Angeles, Taiwan, Hong Kong, Singapore
New PRC branch offices May 2009–May 2010
Inner Mongolia, Taiyuan, Kunming
“Many lawyers in Dacheng mainland, especially those experienced in foreign legal services have expressed interest to join our office,” he said. “We’ve had a tide of referrals in the form of projects, cases and clients from Dacheng mainland to Hong Kong.” Arrangements have already been made for 15 partners to move from Dacheng’s mainland branches to the HK office meaning it will have one of the largest Hong Kong offices among PRC firms. ALB
hile 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 AUD$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. The new Minerals Resources Rent Tax (MRRT) was announced in early July, 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 is ustralia’s biggest trading partner and a major investor in its resources sector. Advisors 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. “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 ►► Sino-Australian 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
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NEWS >>
Update >>
asia-pacific >>
Intellectual Property Proving Goodwill in a Business: Raffles Fine Arts Auctioneers Pte Ltd v Raffles Corporate Consultants Pte Ltd [2010] SGIPOS 1
I
n 2007, Raffles Fine Arts and Auctioneers (“RFAA”) applied to invalidate the two marks (the “Raffles Marks”) registered by Raffles Corporate Consultants (“RCC”). The Raffles Marks comprised the sole word “Raffles” in plain capital font, and for secretarial, business management consultancy and financial consultancy services, among others. RFAA argued that their unregistered marks “Raffles” and “Raffles Fine Arts” had been used prior to the registration of the Raffles Marks, and in respect of similar services; accordingly, the Raffles Marks would amount passing off of the goodwill in their unregistered marks. The decision by the Intellectual Property Office of Singapore discussed the issue of whether there was goodwill in the market at length. The Registrar observed that “it was clear that passing off protects a plaintiff’s business or goodwill and not the mark used”. The mark was simply a tool by which a plaintiff educated its customers to identify that goods or services originated from the plaintiff’s business. Nevertheless, the Registrar stressed that the role of a mark was “crucial when proving the element of goodwill”, because the test used by the courts to determine whether the plaintiff’s business had goodwill, was whether “the mark adopted by the plaintiff has become distinctive of his services in the sense that it is associated or identified exclusively with his goods” (Emphasis in original.) In this case, the mark “Raffles Fine Arts Auctioneers”, instead of “Raffles”, was found to be distinctive of RFAA’s services, since the former was used in RFAA’s publications and stationery. Although RFAA’s memorandum & articles (“M&As”) stated that of RFAA provided services such as art auctioneering, business consultancy and financial solution services, the M&As were not conclusive evidence of the services actually provided by RFAA. It was necessary for the Registrar to look at the evidence tendered by the parties to determine the actual scope of services provided. The Registrar found that RFAA did provide art auction sale services, but not financial services as there were no tax invoices to prove the actual provision of such services. The Registrar was of the view that three posters in a span of eight years to promote RFAA’s financial services was insufficient evidence. Accordingly, the Registrar concluded that there was insufficient goodwill to support an action for passing off. Terri Koh, Associate IP & Technology Group Tel: +65 6428 9883 Terri.koh@twobirds.com Web: www.twobirds.com ATMD Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. The firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.
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Terri Koh
Sidley appoints new MP, reveals plans for Asia-Pacific
S
idley 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 has in the region. Albrecht will transfer from his current post in Chicago to take up the role based in Hong Thomas Albrecht Kong. He will work closely with Sidley’s Tokyo Sidley Austin managing partner Tomoo Nishikawa and Hong Kong corporate finance partner Constance Choy, both of whom sit on the executive committee alongside Albrecht. Sidley’s management committee chairman and partner Charles Douglas said the new appointment is imperative for the firm’s growth in Asia-Pacific. “We’re tapping [Albrecht’s] experience [to further develop] our operations in the AsiaPacific region, recognising the increasing importance to our clients of that fast-growing part of the world,” he said. “The firm’s ability to realise its ambitions for our Asia-Pacific platform will be greatly enhanced by basing Tom in our Hong Kong office.” Before Albrecht’s appointment, management responsibilities over Sidley’s six Asia-Pacific offices – Beijing, Hong Kong, Shanghai, Singapore, Sydney and Tokyo – were loosely divided between Greater China William Fifield managing partner William Fifield and other Sidley Austin partners within each office. asia-pacific >>
Revenue drops but Freshfields
F
reshfields’ Asia managing partner Simon Marchant said he remains optimistic for the firm’s regional growth, despite the firm posting an 11% decrease in global revenues and a 3% decrease in profits per equity partner (PEP) in FY2009/10. Global revenues at the Magic Circle firm dropped to £1.14bn (US$1.7bn), from £1.3bn (US$2.1bn) for the previous financial year, when revenue grew by 9%. PEP also dropped slightly to £1.4m (US$2.15m), from £1.443m (US$2.37m). The firm’s headcount in Asia also decreased from a combined 206 lawyers and Simon Marchant partners to 181 this year. Freshfields In announcing the declining revenues, Freshfields now joins other Magic Circle firms Linklaters (down 8%), Clifford Chance (down 5%) and Allen & Overy (down 4%) reporting drops. Yet Marchant said that while global economic uncertainty remains, he is optimistic about his firm’s growth in Asia. Asian Legal Business ISSUE 10.8
NEWS >>
Update >>
International Tax New Top Uk Income Tax Rate Deters Athletes
O “Increased client demand compels us to plan for growth and to consider other jurisdictions where we should add offices” thomas albrecht, sidley austin Fifield will step down from that role at the end of 2010 and return to Dallas, where he was office managing partner before taking up the China role in 2005. “Over the past five years, Fifield has made a tremendous contribution to Sidley’s regional expansion, but increased client demand compels us to plan for growth and to consider other jurisdictions where we should add offices,” said Albrecht. Some observers have questioned the appointment, being concerned over the message being sent by appointing a US lawyer to lead an Asian practice. “I’m not sure that this is necessarily the best move. For a firm that prides itself on a strong Asia practice, you’d think they would tap an Asian attorney to manage the region,” said Thomas Chow, the writer of legal blog, China Esquire. Meanwhile, Sidley recently appointed Chinese lawyer Yabo Lin as a partner, to work across the firm’s Palo Alto and China offices advising on crossborder investments between the US and Asia. ALB
‘optimistic’ for Asia “As people will be aware, the economies in Asia came out of the downturn much faster than in other markets and this translated into strong activity by our clients and a good performance by our business in the region,” he said. “We made significant investments throughout last year in financial services, regulatory, disputes, global investigations, anti-trust, energy, capital markets and M&A.” All eyes will now be on the firm’s new Hong Kong managing partner, capital markets lawyer Kay-Ian Ng, who took over the position from retiree Clive Rough in March. The firm is investing heavily in its Hong Kong practice where capital markets work has formed the backbone of the Greater China practice. Work in this area is becoming increasingly more competitive to secure amongst international law firms in Hong Kong. This year Freshfields secured roles acting for the issuers on the Hong Kong IPOs of L’Occitane (US$708m), China Merchants Bank (US$3.2bn), and NVC Lighting (US$196m). ALB www.legalbusinessonline.com
lympic champion athlete Usain Bolt is refusing to compete in a prestigious British sporting event because he would have to pay 50 per cent UK Income Tax on his appearance fee and a proportion of his worldwide earnings - losing the Jamaican more than he might earn. The association of UK Athletics (UKA) has called for Britain to change its tax laws for nonresident sports stars.
Australian banks ordered to reveal all offshore accounts Every bank operating in Australia has been ordered to inform the tax authorities of any offshore accounts held by Australians in ‘jurisdictions of interest’. The 57 banks subject to the order - called the Banking Transparency Strategy - are expected to name some 100,000 of their customers to the Australian Tax Officer (ATO). The ATO will electronically match the bank information to its own records, said ATO commissioner Michael D’Ascenzo. The results will then be used to identify people who failed to disclose offshore income, or who over-claimed tax relief on foreign transactions between July 2005 and June 2009. Australia’s current offshore tax amnesty ends on 30 June. The country has just signed a tax information exchange treaty with the Pacific island of Vanuatu. A West Australian accountant, Trevor Thomson, was jailed in May for helping private clients use offshore trusts to evade AUD27 million in tax between 1999 and 2001.
HK/UK Double Tax Agreement (“DTA”) signed Hong Kong signed its 12th DTA, with the United Kingdom, on 21st June 2010 and it is expected to come into force on 1st April 2011 in Hong Kong and 6th April 2011 in the UK when formalities are completed. It enables zero withholding on interest payments from the UK to HK ; and no withholding on dividends from the UK unless on a dividend from a REIT, in which case the withholding tax rate is reduced from 20% to 15% There are some unusual provisions on individuals tax residence rules, which will be explored in a later column. In general the treaty is very favorably received. 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
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NEWS >>
industry >>
Norton Rose guns for more Islamic finance work N orton Rose aims to extend its Islamic finance and asset capabilities beyond London into Asia and the Middle East, according to Peter Haslam, head of the firm’s Asian Banking practice. In July, the firm bumped up the total number of partners in Asia to 46, after Davide Barzilai relocating London-based Norton Rose partner Davide Barzilai to its Hong Kong office, along with the lateral hire of Bahrainbased partner Mohammed Paracha from Al Salam Bank Bahrain BSC to the firm’s Bahrain office. According to the firm, Islamic finance and banking will continue to grow as the global financial markets adjust to new regulatory requirements and as the economies of Muslim-majority countries develop. Despite Singapore being the most natural relocation option for Barzilai, he was posted to Hong Kong to expand
Norton Rose’s banking capabilities in North Asia. We have a smaller banking team within our Hong Kong office and are looking to grow within Northern Asia side of our banking practice that includes China, Taiwan, Hong Kong and Korea,” Barzilai said. According to Barzilai, the large number of partner relocations into Asia as well as the Middle East is a response to client demand. “What we’re hearing from clients is that they want full service in these areas. There is
a lot of work out here and we are just meeting demand,” Barzilai said. “There are good opportunities and strong growth potential in Asia Pacific. I’ve just hired Neil Millar two lawyers and there Norton Rose is always shortage of suitable lawyers in the Islamic finance sector who have strong banking legal skills as well as an understanding of Islamic drivers,” he said. ALB
south-east asia >>
Australian firm Allens focuses energy on South-East Asia A ustralian law firm Allens Arthur Robinson has poached Clifford Chance asset finance partner Rod Howell and has transferred two other partners to its Singapore office, to focus on growing key practice areas in South-East Asia. Howell had previously worked with Allens before leaving the firm in 1997 for Clifford Chance in London, becoming a partner in 2005 and later moving to the New York office. He will be responsible for leading the development of an aircraft financing practice for the Australian firm, working in the banking & finance practice alongside the Singapore office head Robert Clarke and partner Robert Fish. In addition, Sydney-based insurance & reinsurance partner
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Matthew Skinner and Perth-based energy & resources partner Darren Murphy have moved to Singapore. Both partners will use the Singapore base to build their respective practices; Skinner heading a South-East Asian dispute resolution practice and Murphy working on regional infrastructure projects. Clarke said that the firms’ strategy is based on South-East Asia’s swifter recovery from the global financial crisis. “It’s important to us that we continue to build a strong presence in Singapore given its role as a growing financial, insurance and arbitration hub for South-East Asia,” he said. Allens operates in Singapore – where its South-East Asia practice is based – through a joint venture with local firm TSMP, but works in a separate office.
“It’s important to us that we continue to build a strong presence in Singapore given its role as a growing financial, insurance and arbitration hub for South-East Asia” robert clarke, aar Clarke has ruled out applying for a local practicing license and said the JV continues unaffected: “We are very happy with the JV relationship that has been built up over several years. TSMP has also grown its numbers in the last 12 months,” he said. However, Allens’ regional Asia strategy comes in direct contrast to many of its fellow Australian firms which are focusing instead on North Asia. Clayton Utz opened an office in Hong Kong this year while Blake Dawson opened in Japan. ALB Asian Legal Business ISSUE 10.8
NEWS >>
china >>
China to seize HK’s crown as IPO centre? A ccording to reports released by both PricewaterhouseCoopers (PwC), PRC companies are expected to raise US$55.7bn on the Shanghai Stock Exchange this year, while in Hong Kong the figure is expected to be US$47.7bn. Last year Hong Kong raised approximately US$30bn in new listings with Shanghai tagging closely behind with US$27.3bn. “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 the Euro debt crisis impact causing greater market volatility. This really demonstrates that
Chinese companies are developing well along with the continuing growth of domestic economy and become more mature,” said Frank Lyn, China markets Wayne Chen leader of PwC in a Llinks statement. Investor confidence is how Wayne Chen, partner and head of capital markets at PRC firm Llinks, explains the booming local market. “There are many elements that have boosted investor interests in local listings. These include the increasing listing value 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 and Chen explains that the authorities are requiring more than just meeting basic listing requirements but also 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 top-tiers 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. ALB
china >>
Hwang Mok Park leaves Shanghai K “We have our Chinese law firm orean firm Hwang Mok Park has closed its Shanghai office less than a year after acquiring it through a merger with another law firm, saying the office was ‘unsustainable.’ Although managing partner Sang Il Park did not outline a specific date, he said the decision to close the Shanghai office was made “months after” the merger with boutique firm Hansueng was finalised, in September 2009. That merger had handed the firm control of Hansueng’s two-year old Shanghai office, its first base outside of Korea. Park said that partners had considered various ways to make use of the office, but that it was ultimately closed based on business rationale, which has cut costs and time for the firm. All three Shanghai-based partners have been moved permanently to Hwang Mok’s base in Seoul. “It was a business decision to find a more efficient way to manage our time and our local alliances,” said Park. “We determined that [closing the office would be] more efficient for our China practice, and for our coordination and alliance with the Chinese law firms.” Park said that the China practice is still operational, with its lawyers working on a fly in/fly out basis with
www.legalbusinessonline.com
friends who we work with on a case-by-case basis” sang il park, hwang mok park the firm’s PRC ‘best-friend’ alliance firms. “We’re still doing work for our Chinese clients and whenever it is necessary, our lawyers travel to China. We have our Chinese law firm friends who we work with on a caseby-case basis to assist us through local matters, but this way we can save costs and time,” said Park. The news comes as fellow Korean firm Shin & Kim and Japanese firm Nishimura & Asahi both opened a China representative office this year. Park said each firm has its own Sang Il Park business motivations for Hwang Mok Park going abroad, and that for now Hwang Mok Park is remaining in the domestic market. “Many Korean firms are interested in opening offices abroad, and each has their own unique background and business strategy for doing so. I think basically
it’s a good sign that Korean firms are going abroad to expand practices, but the issue is which of those is better suited. For our firm now it’s better to remain in Korea to coordinate with our friends rather than having a fixed base,” he said. Park did not rule out re-opening the office in the future, but said it would depend on deal flow. “[It would] depend if our work volume grows, and to the extent that we need a fixed place there then probably we would open. But we don’t have a specific timeline for that yet,” he said. ALB 25
NEWS >>
appointments ►► LATERAL HIRES Name
Leaving
Going to
Practice
Location
Michael Hwang
Singapore Law Society
Dubai International Financial Centre Court
Chief Justice
Dubai
Darren FitzGerald
Bird & Bird
Salans
International arbitration Hong Kong
Angelina Chia
Kelvin Chia Partnership
Lee & Lee
Corporate
Singapore
Gary Feulner
SHUAA Capital
Chadbourne & Parke
Corporate
Dubai
Kartik Ganapathy
Nishith Desai
Indus Law
Investment head
Bangalore
Mohammed Paracha
Al Salam Bank Bahrain BSC
Norton Rose
Banking
Bahrain
Paul Lantz
Deutsche Asset Management
MFC Global Investment Head of Investment Management Legal and Compliance
Singapore
Joseph Lee
Fried Frank
Jones Day
Hong Kong
Rod Howell
Clifford Chance
Allens Arthur Robinson Aircraft financing
Singapore
Simon Powell
Jones Day
Latham & Watkins
Litigation
Hong Kong
Bruce Cooper
Freshfields
Clayton Utz
Banking & finance
Sydney
Wong Meng Meng
NA
Law Society of Singapore
Interim president
Singapore
Capital markets
►► Relocations Firm
Lawyer*
From
To
Clifford Chance
Nigel Wellings
London
Dubai
Allens Arthur Robinson
Matthew Skinner
Sydney
Singapore
Allens Arthur Robinson
Darren Murphy
Perth
Singapore
Norton Rose
Davide Barzilai
London
Hong Kong
►► Promotions Name
Firm
Promotion
Practice
Location
Graham Lovett
Clifford Chance
Gulf managing partner
Corporate
Dubai
Jay Aggarwal
Fried Frank
Partner
Capital markets
Hong Kong
Marianne Cheng
Fried Frank
Partner
Capital markets
Richard Hall
Conyers Dill & Pearman
Partner
Corporate
Hong Kong
Kung Whooi Phing
Conyers Dill & Pearman
Partner
Corporate
Singapore
Jay Nee
Appleton Luff
Partner
International trade
Singapore
Timothy Cooke
Baker & McKenzie.Wong & Leow
Partner
Dispute resolution
Singapore
Nadia Nasoetion
Hadiputranto Hadinoto & Partners
Partner
Corporate
Indonesia
Ponti Partogi
Hadiputranto Hadinoto & Partners
Partner
Corporate
Indonesia
Samer Eido
Simmons & Simmons
Middle East financial markets head
Finance
Qatar
Various
Clyde & Co
Legal director
Dispute resolution, real Dubai, estate, strata law, IP, Doha construction
Various
Clyde & Co
Senior associate
Dispute resolution, corporate, real estate, commercial, aviation, marine law, construction, banking & finance
Clifford Chance
Clifford Chance confirms Middle East head, grows Dubai office Dubai-based partner Graham Lovett has been re-elected as the firm's Gulf managing partner for a second five-year term. First elected to the Middle East management position in 2005, His new leadership term will commence in July this year and last until 2015. Lovett said in a statement
26
Salans
Bird & Bird
Dubai, Abu Dhabi, Riyadh
accompanying the announcement that he considers the region "one of the most exciting places to be practicing law", due to the firm's "ambition for the future" in the bourgeoning region. The firm has 10 partners based in Dubai and Abu Dhabi. CC’s has also transferred London corporate partner Nigel Wellings to its Dubai office, in order to build up its Middle East practice. Wellings join two other partners based in Dubai’s corporate group, and reports to practice head Simon Clinton.
Salans Hong Kong gains Bird’s disputes head Salans has appointed international arbitration specialist Darren FitzGerald, the former head of Bird & Bird’s Asia dispute resolution and China employment practices, as a partner in its Hong Kong office. FitzGerald has 15 years experience in dispute resolution and regulatory matters in the Asian region, with a focus on disputes in Hong Kong and the PRC. He will join four other lawyers stationed permanently in the Hong Kong office of Salans (five others stationed there also work across other offices).
Conyers Dill & Pearman
Conyers promotes two corporate partners in Asia Conyers Dill & Pearman has made up five lawyers to partner from its British Virgin Islands, Bermuda, Hong Kong and Singapore offices, raising the total number of partners for the firm to 42. Richard Hall In Asia the firm has promoted Richard Hall from the Hong Kong corporate practice and Kung Whooi Phing from the Singapore corporate practice to partner. Both lawyers specialise in capital markets and advise BVI, Bermuda and Cayman companies on their IPOs. Hall’s recent work includes advising on Cayman and BVI laws in Glorious Property Holding’s restructuring of promissory notes, ALB China’s ‘Real Estate & Construction Deal of the Year’. Phing has worked on the first listings by Bermuda companies on the Malaysian stock exchange, for Xingquan International Sports Holdings and MultiSports Holdings.
Lee & Lee
Various
Lee & Lee hires 'due to M&A activity' Singapore firm Lee & Lee has added four new associates to its corporate division in response to the growing demand for capital markets, M&A and privatisation work, according to the firm. The appointments of Angelina Chia (from Kelvin Chia Partnership), and former Lee & Lee interns Low Zhi Ni, Lee Ben-Jie and Jeremy Lin bring up the number of associates added to the firm this month to nine. The corporate division has grown to 25 and this takes the firm’s total headcount to approximately 80 partners and associates.
Chadbourne & Parke
Chadbourne looks in-house Chadbourne & Parke has rehired Gary Feulner as a senior counsel in its Dubai office. Feulner worked in the firm’s NY, Washington and UAE offices from 1984-1990, after which he left the firm to take up Asian Legal Business ISSUE 10.8
NEWS >>
a position as general counsel of Dubai-based investment bank SHUAA Capital. Feulner’s appointment brings the total number of lawyers in the firm’s Dubai office to ten, four who are partners. Daniel Greenwald, Daniel Greenwald head of the firm’s Dubai office, said he is “extremely happy" to welcome Feulner back to the firm, adding that "we will benefit from his broad general experience and insight into local and regional legal and regulatory issues, and from his in-house perspective. Specifically, he strengthens our capital markets and PE experience in the region, as well as our overall corporate know-how."
Appleton Luff
Appleton Luff appoints new Singapore partner Boutique law firm Appleton Luff has promoted international trade lawyer Jay Nee to partner. He will join Edmund Sim as the firm’s second partner in their One Raffles Quay office in Singapore, and will be the eighth Appleton Luff partner internationally. Nee’s practice areas will cover trade remedies (including anti-dumping and countervailing duties), customs, foreign investment, international business operations, IP and WTO issues. “Our clients have expressed great confidence and satisfaction in Jay’s and Kelly’s work. We are proud to call them partners,” said founding partner Arthur Appleton. Prior to his appointment with the firm, Nee spent nine years with White & Case as a trade consultant and foreign attorney in Taipei, Shanghai and Washington, DC and three years with Hunton & Williams in their Washington DC and Singapore offices as a legal consultant.
Baker & McKenzie
Baker & McKenzie strengthens Asia practice Baker & McKenzie’s member firms in Singapore, Indonesia and Malaysia have made new appointments and promotions. Nadia Nasoetion and Ponti Partogi from Baker & McKenzie’s Indonesia member firm, Hadiputranto Hadinoto & Partners have been promoted. Nasoetion comes from the firm’s Nadia Nasoetion finance and projects practice and covers banking & finance work, loan syndication, debt restructuring, acquisition finance and project financing. Partogi specialises in the firm’s tax practice, focusing on domestic and international tax planning relating to inbound and outbound investment, corporate and debt restructuring of multinational Ponti Partogi companies, as well as tax litigation services. www.legalbusinessonline.com
In Singapore, Baker & McKenzie.Wong & Leow promoted Timothy Cooke to partnership. He hails from the firm’s dispute and resolution practice and advises clients in international arbitrations and mediations in a variety of commercial disputes, notably oil & gas, telecommunications, engineering, construction, banking and trusts.
Nishith Desai
Indus Law
Nishith Desai loses fund investment head Kartik Ganapathy has been poached from his role as head of investment practice of Asia’s sixth- largest firm by Indus Law’s fund and M&A group, joining as an equity partner. Ganapathy, an alumnus of the National Law School of India University and New York University Law School, was an executive committee member at Nishith Desai Associates and the managing partner of the Bangalore office. Ganapathy specialises in venture capital and PE investments across sectors including micro-finance, education and healthcare, securities law and structured finance transactions. He said it was his aim to make Indus Law “the ‘go-to firm’ for legal advice in the financial sector, particularly for PE, venture capital and M&A.”
construction partner Mark Blanksby said the appointments are part of the firm’s regional plan. The firm has promoted three lawyers in Dubai and one in Doha to the role of legal director, with thirteen others elevated to senior associate positions, mostly in Dubai.
Norton Rose
Norton Rose’s new Islamic finance lawyers Norton Rose has relocated Davide Barzilai from London to its Hong Kong office, and hired Bahrainbased partner Mohammed Paracha from Al Salam Bank Bahrain BSC to its banking practice in Bahrain, as partner and deputy global head of Islamic finance. The appointment follows the relocation of Neil Miller, global head of Islamic finance, to the Dubai office last year. Barzilai previously worked at Norton Rose (Asia) in its Singapore office from 20052007. His role involves managing the firm’s Islamic finance business in the region from the HK office. Paracha specialises in Islamic financial and banking transactions, and joins the firm from Al Salam BankBahrain BSC, where he was executive vice-president and head of Europe. Previous to that he spent three years in the London banking team at Norton Rose.
MFC Global
Deutsche
In-house: MFC Global Investment appoints Deutsche compliance head MFC Global Investment Management, the asset management division of Manulife Financial, has appointed Paul Lantz as head of investment legal and compliance in Asia. In this newly-created position, Lantz will be responsible for overseeing the legal and compliance procedures of the company’s investment operations, including those of the company’s rapidly growing third-party asset business in the region. As at April 2010, the company manages over US$31bn in assets in Asia, of which US$10bn is managed for external institutional clients. Based in Hong Kong, Lantz will head an in-house legal and compliance team that spans 10 locations in Asia. He joins the company from Deutsche Asset Management in Singapore, where he was head of Asia & MENA compliance for the last four years. In addition to his time at Deutsche, Lantz has spent more than six years in senior compliance and legal roles for Fidelity Investments and PwC in Japan.
Clyde & Co
Clyde & Co on Gulf promotion spree Clyde & Co has promoted 17 lawyers from its four Middle East offices to positions as legal directors and senior associates. A majority of the promotions are from the construction, corporate and banking practices – which were the most affected sectors in the regional financial crisis. Dubai-based
Simmons & Simmons
Simmons & Simmons announces new finance head Simmons & Simmons has promoted Qatar-based finance lawyer Samer Eido to head its Middle East financial markets practice. Eido replaces outgoing partner Philip Abbott, who has Samer Eido held the position since 2008 and is returning to practice in the London office’s banking group. Eido will take charge of the regional financial markets practice, which serves the Islamic finance, banking, insurance and private funds industries, working under global head Jeremy Hoyland. His transactional experience includes advising regular client Commercial Bank of Qatar on its US$1.2bn bond issue last year.
Freshfields
Clayton Utz
Clayton Utz recruits Freshfields star Australian firm Clayton Utz, which recently opened a Hong Kong office, has announced that former Freshfields project finance lawyer Bruce Cooper will join the firm's Sydney banking & financial services practice as a partner in September. Cooper has spent the past 18 years in Asia, most recently in Hong Kong where he led Freshfields' regional finance practice group, overseeing a practice that spanned from China to Nigeria.
27
News | regional update >>
Regional updates
CHINA
28
CHINA
Paul Weiss
Philippines
SyCip Salazar Hernandez & Gatmaitan
SINGAPORE Loo & Partners
Each month, ALB draws on its panel of country editors to bring readers up to date with regulatory developments across the region
Precaution Called For Dealing With “State Secrets” When Doing Business In China China’s recent trials on Australian citizen Stern Hu and American citizen Feng Xue caught worldwide attention to China’s State secrets protection regime. Although due to the political wrestling behind the scene, charge on Stern Hu was eventually “downgraded” to commercial secrets infringement, Feng Xue was sentenced to 8-year imprisonment for infringing State secrets by purchasing a database regarding oil reserves in China on behalf of his US employer IHS Energy. Both cases involve accessing economic data and strategy information held by state-owned enterprises (“SOEs”), government-sponsored associations or “institutional units(事业单位)”, which is quite often deemed by the Chinese government as “affecting the security and interests of the State” therefore should be cautiously dealt with. However, despite the fact that the penalties imposed for infringement of these two types of secrets are vastly different, the PRC government does not provide clear guidance for where the line should be drawn between “commercial secrets” and “State secrets” in China. The recent published PRC Preservation of State Secrets Law (the “State Secrets Law”, effective on October 1, 2010) did not make a lot of progress in this regard too. State secrets are defined in the law as information that “affects the security and interests of the State, confirmed by appropriate proceedings and only known to certain persons within a certain period of time”, the disclosure of which will “damage State security and State interests from a political, economic, national defense or diplomatic perspective”. Confidential information relating to national economy and social development,
as well as science and technology, which is usually considered to be “commercial” internationally, is listed in the State Secrets Law as covered. This is particularly problematic when such information is held by SOEs etc., taking into account that under the Interim Rules on Protection of Commercial Secrets of Central SOEs (published on March 25, 2010), it was confirmed that commercial information relating to business and technology of central SOEs may also be State secrets. Further, while the State Secrets Law does provide that State secrets should be confirmed by appropriate proceedings, in practice the confirmation requirement has not prevented the prosecution of alleged offenses involving information not been officially “confirmed”. International companies doing business in China should be cautious with guarding against violation of the State Secrets Law. International companies should pursue a robust internal compliance system for handling classified information. It is advisable to procure the disclosing parties to covenant that they will not disclose State secrets related information. In addition, foreign companies should conduct periodic training to their employees for dealing with information that is not in the public domain and should maintain complete and accurate records of information exchanges with counter-parties. Written by Wei Chen, associate Yi Hu, China law consultant Paul, Weiss, Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Office Tower A No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020, PRC Email: WChen@paulweiss.com Ph: (8610) 5828-6300 or (852) 2846-0300
Philippines
Development On Adr Last May 2010, the Rules on Alternative Dispute Resolution (ADR) for Disputes Asian Legal Business ISSUE 10.8
News | regional update >>
Between National Government Agencies, issued by the Philippine Office of the Solicitor General (OSG), took effect. The Rules cover disputes between any government entity, office or officer, other than a court with the power to adjudicate or resolve disputes, and other than a government owned or controlled corporation. The Solicitor General (SolGen) shall choose the most appropriate ADR for a particular dispute. However, those involving constitutional issues, public order, public policy, morals, principles of public exemplarity or other matters of public interest, shall be resolved through adjudication. Mediation shall be conducted by an accredited OSG lawyer-mediator, either chosen by the parties or by the Assistant SolGen assigned. The mediation shall be terminated after 30 days from the initial mediation conference, unless the parties request for an extension of another 30 days, and the request is granted by the mediator with the written approval of the SolGen. Arbitration is declared to be a condition precedent before disputants may file complaints before the regular courts. The petition to arbitrate is filed before the SolGen, who then orders the respondent to file an answer. The failure of the respondent to answer and participate shall not affect the arbitration proceedings. The dispute may be resolved on the basis of the complaint and its supporting documents. The SolGen shall choose either a sole arbitrator or panel of arbitrators depending on the complexities of the dispute, but all from the list of accredited OSG lawyer-arbitrators. The parties may agree on the procedure but, in default, the procedure provided in the Rules shall primarily govern. The arbitral award is transmitted to the Secretary of Justice within 10 days for final action approving, disapproving, or modifying the award. A motion to vacate, modify or correct an arbitral award may be filed with the Secretary of Justice within 10 days from receipt. The order of the Secretary of Justice may be appealed to the Office of the President within 15 days from receipt; otherwise, the arbitral award shall become final and executory. www.legalbusinessonline.com
Written By Ricardo Ma. P.G. Ongkiko, Partner SyCip Salazar Hernandez & Gatmaitan 3rd Floor, SSHG Law Centre 105 Paseo de Roxas 1226 Makati City, Philippines T: (632) 982 3500; (632) 982 3600 F: (632) 817 3896; (632) 817 3567 E: rmpgongkiko@syciplaw.com W: www.syciplaw.com
SINGAPORE
Joint Effort Of Sgx And Acra In Providing Guidance To Audit Committees 1. The effective interaction between Audit Committees (“AC”) and external auditors plays a critical role in preserving the quality of audit outcome as well as promoting the effectiveness of corporate governance framework. The value of audit is enhanced when auditors are able to engage the AC effectively on all audit and related matters and that the audit report is further substantiated by underlying audit work of high quality. In view of this, the Accounting and Corporate Regulatory Authority (ACRA) and the Singapore Exchange Limited (SGX) have jointly issued the “Guidance to Audit Committees on Evaluation of Quality of Work Performed by External Auditors” on 15 July 2010 (“Guidance”). 2. The Guidance provides practical guidelines to AC to assist them in the evaluation of the quality of work performed by external auditors based on key indicators of audit quality observed through a programme developed by ACRA that assesses public accountants’ compliance with auditing standards and pronouncements known as Practice Monitoring Programme (PMP). 3. The key indicators of audit quality are known as E-A-S-E indicators and these represent: (a) Emphasis on quality by the audit
engagement partner and the audit firm; (b) Allocation of adequate and appropriate human resources; (c) Substantial involvement of the audit engagement partner; and (d) Exercise of professional scepticism. 4. The Guidance encourages the AC to ask for a description of the audit firm’s quality control system; to observe as to the priority placed in ensuring robustness and effectiveness of such controls and further that the audit plan be presented, discussed and approved at the early stage of the audit cycle. AC are also advised to assess the sufficiency of the audit partner and team members’ experience and to enquire as to the extent of the audit partner’s involvement in the audit. More importantly, AC are advised to be alert to the auditors’ level of professional scepticism and their willingness to speak up on key issues and to challenge management’s assertions to contribute towards the effectiveness of the audit. 5. The Guidance is not expected to impose additional compliance requirements or to replace any existing requirements to which AC may already be subject. It should be used predominantly by AC, company directors and persons involved in corporate governance activities and financial reporting. 6. For a better understanding of the Guidance, a list of sample questions directly relevant to the identified indicators is also annexed to the Guidance. The Guidance is available on the websites of ACRA (www.acra.gov. sg) and SGX (www.sgx.com). Written by Mr Teo Boon Hai and Ms Chew Lee Sian Mr Teo Boon Hai, Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2235 ax: (65) 6534-0833 E-mail: teoboonhai@loopartners. com.sg and Ms Chew Lee Sian, Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2237 Fax: (65) 6534-0833 E-mail: chewleesian@loopartners. com.sg Loo & Partners LLP 16 Gemmill Lane Singapore 069254
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Feature | ALB Asia’s leading ADR firms >>
►► Greater China
Baker & McKenzie; Clifford Chance; Herbert Smith; Jones Day; Pinsent Masons; Orrick
►► PRC
►► HONG KONG (DOMESTIC FIRMS)
Deacons; Gall & Lane; Richards Butler (in association with Reed Smith); Wilkinson & Grist; Woo, Kwan Lee & Lo
Duan & Duan; Fangda; Global Law Office; Jun He; King & Wood
►► India:
Advani & Co; Amarchand & Mangaldas & Suresh A Shroff & Co; AZB & Partners; Bharucha & Partners; Kachwaha & Partners
►► Vietnam ►► Thailand
Baker & McKenzie; Chandell; Herbert Smith; Kanung & Partners; LS Horizon; Watson Farley Williams
►► Malaysia
Lee Hishamuddin Allen & Gledhill; Shearn Delamore; Shook Lin & Bok; Skrine; Zul Rafique & partners
Allens Arthur Robinson; Audier & Partners; Baker & McKenzie; DC Law; Freshfields
►► Singapore (Local firms)
Allen & Gledhill; Drew & Napier; MPillay; Rajah & Tan; TSMP Law Corporation; WongPartnership
►► Singapore (INternationaL)
Baker & McKenzie; Herbert Smith; Norton Rose; Shearman & Sterling
►► Methodology Now its second year, ALB’s survey on ‘Leading Arbitration & Dispute Resolution Law Firms – Asia’ was conducted among the region’s most senior in-house lawyers and business leaders, from 30 April 2010 through 1 July 2010. ALB’s editorial team contacted respondents directly through a mix of telephone calling, direct e-mails and face-to-face interviews at ALB’s extensive ‘In-house Summit’ series. Respondents were asked to provide off-therecord opinions on the leading firms and lawyers in arbitration and dispute resolution across the region. They were asked to name the ‘top 5’ firms in each jurisdiction where they, or their company, conduct substantial business. In jurisdictions where international law firms have a presence, respondents were asked to provide opinions on both domestic firms and international firms. Respondents were also asked to name leading practitioners in these areas in each of the law firms they selected, in addition to being asked why they should be considered leading law firms for arbitration and dispute resolution work. In-house lawyers and business leaders offered their opinions on the condition of anonymity. *Firms listed in alphabetical order in each jurisdiction
30
Asian Legal Business ISSUE 10.8
Feature | ALB Asia’s leading ADR firms >>
►► Japan (local)
Anderson Mori & Tomotsune; Matsuo & Kosugi; Mori Hamada & Matsumoto; Nagashima Ohno & Tsunematsu; Nishimura & Asahi
►► Japan (international)
Baker & McKenzie; Clifford Chance; Freshfields; Herbert Smith; Morrison & Foerster
►► Korea
Bae Kim & Lee; Kim & Chang; Lee & Ko; Shin & Kim
►► TAIWAN
Baker & McKenzie; Formosan Brothers; Jones Day; Lee and Li; Tsar & Tsai
►► Indonesia
Frans Winatra & partners; Hadiputranto Hadinoto & Partners; KarimSyah; Lahut MP Panaribuan & Partners; Lubis Santosa & Maulana
ALB’s Leading Arbitration & Dispute Resolution Firms: Asia
2010
In-house lawyers, general counsel and business leaders from across the region single out Asia’s leading arbitration and dispute resolution practices for review
A
rbitration may be one of the fastest-growing forms of dispute resolution in the Asia-Pacific region. It’s a vital insulation against the vagaries of unfamiliar legal systems in places like mainland China and various parts of South-East Asia - but it is one that is not without its critics. Some of the words being used by corporate counsel throughout the region to define international arbitration include ‘slow’, ‘cumbersome’, ‘expensive’, ‘vague and inefficient’. It’s a dispute resolution method these counsel prefer to avoid, yet despite such views, international arbitration is certainly not dying. On the contrary, it has become of the more robust practice areas for law firms in Asia. For this to continue to hold true, law firms who have used the economic downturn to invest in building up their arbitration and dispute resolution practices will need to do more to ensure www.legalbusinessonline.com
this option remains as popular with their clients, as it does with them.
State of the market
Both private practice and in-house lawyers surveyed as part of ALB’s latest report cited an upturn in arbitration and dispute resolution work over the past 12 months though both groups cautioned against drawing a direct link between depressed macroeconomic conditions and an increased amount of arbitration cases. As one respondent noted, “while the economic crisis has undoubtedly been accompanied by an increase in litigation, these have tended to be more recovery-type claims … this is not the type of work which goes to arbitration.” Similarly, arbitration has not always been preferred by SMEs. Here respondents note that pursuing arbitration when conflicts arise can often prove too damaging and costly, given that many small operations are 31
Feature | ALB Asia’s leading ADR firms >>
“In the past, or at least before the financial crisis, one would talk about a company’s risk appetite. But now it is not about avoiding risk - it is about finding ways in which we can accept that risk” already struggling to come to terms with the effects of the downturn. This is, of course, not the situation for larger corporations who are more likely to pursue claims, irrespective of the prevailing economic conditions. Mixed among this is a rise in ad-hoc arbitration, as well as using the format to settle disputes outside its traditional strongholds. Respondents note that parties continue to look to arbitration even where there is no pre-existing arbitration clause - although many do highlight that not having arbitration clauses in international contracts is “dying out slowly”. Arbitration is also being used to settle more than just construction and joint venture disputes, with respondents noting its use over courts (even where courts in a particular jurisdiction are considered dependable) and for an increasingly
32
►► Rise of Asian arbitration: international cases over five years China International Economic and Trade Arbitration Commission Hong Kong International Arbitration Centre International Chamber of Commerce Japan Commercial Arbitration Association Korean Commercial Arbitration Board Kuala Lumpur Regional Centre for Arbitration Singapore International Arbitration centre
2005
2006
2007
2008
2009
979*
981*
1,118*
1,230
1,482
281
394
448
602
649
521*
593*
599
663
817
11
11
15
12
N/A
53
47
59
47
78
30
37
40
47
N/A
45
65
70
71
114
Source: HKIAC
wide array of legal and commercial matters. One respondent says this is influenced not only by the opportunity to have an arbitrator who is an expert in the same field as the dispute, but also because arbitration can be conducted in private, unlike court proceedings. But despite arbitration’s growth over the last 12 months, there is still a perception that there is a very deep pocket of work around the region which has not yet been uncovered. Survey respondents feel that a great number of arbitrations in progress at the moment
are a result of past economic peaks and troughs. The industry will only see GFC-related disputes bubble to the surface over the next 12 months. Respondents singled out Hong Kong (40%) as their preferred arbitral seat, followed by Singapore (18%) and mainland China (9%). Aside from having choice of law and enforceability of arbitral awards, the convenience and efficiency of arbitral institutions, coupled with the availability of experienced arbitrators, were also noted as the most important factors in determining venues.
Asian Legal Business ISSUE 10.8
Feature | ALB Asia’s leading ADR firms >>
www.legalbusinessonline.com
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Feature | ALB Asia’s leading ADR firms >>
Of the emerging arbitral bodies and systems located across the region, China (28%), Indonesia (20%) and Dubai (14%) were considered to have made the most progress over the last 12 months. Respondents roundly noted that where South-East Asia was once considered to be the worst place in the region to arbitrate, this is now no longer true. Indonesia, for example, is more receptive to the use of foreign law in contracts and the government is now seen as less likely to interfere in commercial arbitration as governments elsewhere, notably mainland China. New arbitral centres in Sydney and Bahrain as well as the developments in Seoul were seen as the most exciting events for the industry over the past 12 months but few survey respondents (8%) believed that these developments would have any discernable impact on the complexion of the industry. Fewer still (4%) believed that they would take cases away from the region’s leading arbitral seat, Hong Kong.
Seeds of discontent
Recent surveys conducted by a number of publications have found that anywhere between 90-100% of the region’s largest companies have used international arbitration at least once, to resolve an international dispute. Yet a great number of these surveys have also highlighted that in-house lawyers and general counsel still perceive arbitration to be frustrating. A major reason is, perhaps somewhat ironically, that arbitration is starting
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“Procedurally, international arbitration can sometimes be extremely frustrating and on occasion it feels more like being in a court room” to bear a striking resemblance to commercial litigation - the other form of dispute resolution which it was designed to improve on. “Procedurally, international arbitration can sometimes be extremely frustrating and on occasion it feels more like being in a court room,” said one respondent. “In terms of costs, arbitration is often just as expensive [as commercial litigation]. In terms of reaching a settlement, it often takes longer [than litigation],” said another respondent. But despite these frustrations, a number of in-house lawyers note that they are implementing a number of systems to ensure arbitration works as optimally as possible for them. For instance, a majority of respondents (58%) say they had, or would in future - modified their arbitration clauses to address issues of delay. More are willing to include terms allowing for arbitration to take only so many months in which to deliver an award. Others say they will only use institutions offering some kind of ‘fasttrack’ procedures. Some were even willing to use complex and untested ‘joinder’ terms (clauses which seek to consolidate
disputes/bring all parties into a single proceeding). There were also those respondents who were consciously looking to take more of the arbitration burden on their own shoulders. Rather than looking to retain outside counsel at the first sign of a matter, nearly a third of general counsel respondents (34%) say they will seriously look to handle the matter in-house if they have the resources to do so, and if farming it out to external counsel would be prohibitively expensive. Where handling a matter in-house is not possible and engaging external counsel is not feasible, in-house lawyers and general counsel are increasingly likely to bring on external legal counsel, in a limited role as ‘case managers’ to assist in-house teams in the running of an arbitration matter.
Managing arbitration
One of the more interesting trends to emerge out of ALB’s extensive survey was that many at the region’s largest companies now had dedicated and complex internal systems in place to deal with disputes. For instance, a greater number of general counsel will apply a cost-benefit analysis to arbitration before embarking down the long road of securing an award. “In our case, we wouldn’t use a CBA if the amount in dispute was sizeable or there were other interests in play, but if the dispute or the issues are borderline, we’d rather settle and save the money and time,” says one respondent. The reason that such pragmatic
Asian Legal Business ISSUE 10.8
Feature | ALB Asia’s leading ADR firms >>
“We are delighted to be voted as a winner for the arbitration & dispute resolution law firm in Hong Kong.”
Conveyancing Corporate & Commercial PRC practice Dispute Resolution Woo Kwan Lee & Lo is a leading law firm in Hong Kong established in 1973 and now has more than 80 lawyers. We offer a wide range of legal services with main areas of practice in Dispute Resolution, Real Estate and Conveyancing, Corporate and Commercial services. The firm has three offices in Hong Kong and two representative offices respectively in Beijing and Shenyang.
Hong Kong Offices : 25th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong Tel: +852 2847 7888 Fax: +852 2845 0239
26th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong Tel: +852 2847 7999 Fax: +852 2845 9225
Room 2801 & 3238, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong Tel: +852 2586 9898 Fax: +852 2827 6046
Email: wkll@wkll.com www.legalbusinessonline.com
Website: www.wkll.com 35
Feature | ALB Asia’s leading ADR firms >>
assessments are possible is in no small way due to changes in the mindset of corporate counsel vis-àvis arbitration and disputes, as one respondent explains. “It was not so long ago that the guiding principle was that companies must win at all costs when it comes to dispute resolution. This is not the case anymore. Now the culture is more about managing arbitration like we do litigation - look at what disputes are active, and decide whether they are appropriate for early resolution.” As arbitration becomes more commonplace, more respondents have noted conflicts arising not only in relation to law firms, but also arbitrators. Here, many highlyqualified and sought-after arbitrators may be unable to appear neutral due to the work performed by other lawyers in their firm. While this means that in-house lawyers and general counsel occasionally do not get their first choice of law firm and/or arbitrator, it does mean that they must look deeper into the market. Sometimes this is in
“In our case, we wouldn’t use a CBA if the amount in dispute was sizeable or there were other interests in play, but if the dispute or the issues are borderline, we’d rather settle and save the money and time” the direction of boutique or specialist law firms who focus on international arbitration and dispute resolution. This, of course, is a blessing for many law firms in the region, as a steady stream of conflict work can be just as lucrative as instructions obtained from that particular firms’ clients.
External counsel
It should come as no surprise that the majority of in-house lawyers and general counsel cite the ‘quality of the individual’, ‘ability to achieve desired result,’ and ‘cost-effectiveness’ as three of the most important criteria considered when seeking external counsel in dispute resolution and arbitration matters. Surprisingly, a high number of respondents (45%) suggested that their external counsel had either ‘met or exceeded’ their
expectations on costs, even during the financial crisis. This was achieved through ostensibly abandoning the billable hour and embracing blended fees and capped quotes. But in a market where everyone is offering more or less the same discount, what separates the ‘good’ arbitration and dispute resolution practices from the ‘great’ ones is an ability to put themselves in the shoes of the client. As one respondent says, “we really look for our disputes lawyers to be our business partners. In the past, or at least before the financial crisis, one would talk about a company’s risk appetite. But now it is not about avoiding risk - it is about finding ways which we can accept that risk. That is how businesses grow and a good disputes lawyer is one who recognises this.” ALB
Arbitration & Dispute Resolution Firm overview: Skrine is one of the largest full-service legal firms with an integrated range of specialist business groups providing a comprehensive range of legal services to a large cross-section of the business community in Malaysia as well as abroad. Today, the firm has 38 partners, 5 consultants, 48 associates. Skrine has three principal divisions, namely, corporate, dispute resolution and intellectual property Unit No 50-8-1, 8th Floor, Wisma UOA Damansara, 50, Jalan Dungun, Damansara Heights 50490 Kuala Lumpur E: skrine@skrine.com T: 603 2081 3999 W: www.skrine.com Contact persons: Vinayak P. Pradhan (vp@skrine.com) Mubashir Bin Mansor (mbm@skrine.com) Leong Wai Hong (lwh@skrine.com) Ivan Loo (il@skrine.com) Lim Chee Wee (lcw@skrine.com) Ashok Kumar Mahadev Ranai (amr@skrine.com) Kamraj Nayagam (kn@skrine.com)
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Skrine is the exclusive Malaysian member of Lex Mundi (Law of the World), a network of leading independent law firms in over 160 jurisdictions around the world and is also the sole Malaysian member of the Pacific Rim Advisory Council (PRAC), a unique strategic alliance within the global legal community which consists of more than 30 major independent law firms, each with substantial presence and expertise in the pan-Asian region.
Malaysian Law Firm of the Year 2008, 2009 and 2010, Who’s Who Legal Awards Pacific Business Press Asian Counsel Firm of the Year 2010 for International Arbitration and Litigation & Dispute Resolution (Malaysia)
Asian Legal Business ISSUE 10.8
Feature | ALB Asia’s leading ADR firms >>
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
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Job Title:
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Please fax form to +852 2815 5225 For further information and registration: michelle@kmimail.com +852 2815 5988
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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:
www.legalbusinessonline.com
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EVENTS | The Macallan Hong Kong Law Awards >>
►Firms ► – NUMBER OF FINALIST LISTINGS (CONT)
►Firms ► – NUMBER OF FINALIST LISTINGS Firm Baker & McKenzie
Kim & Chang
9
Law firm awards Construction Dispute resolution Employment Insolvency Insurance Ip Investment funds It Real estate Tax & trusts Taiwan deal firm Managing partner Hong Kong Dispute resolution Employment Insolvency Investment funds Hong Kong Dispute resolution Employment Insolvency Insurance Investment funds It Tax & trusts Hong Kong Dispute resolution Ip It Hong Kong Dispute resolution Employment Insurance Ip Investment funds Real estate Tax Managing partner Hong Kong Korea deal
Davis Polk & Wardwell
8
Managing partner
Mayer Brown JSM
7
Construction Employment Insurance Real estate Tax Hong Kong Insolvency It
Linklaters
16
Clifford Chance
15
Freshfields
Deacons
Allen & Overy
38
No. 21
11
10
6
Deal awards Debt market Equity market M&a Project finance Taiwan
Debt market Equity market M&a Korea Debt market Equity market M&a Korea
Debt market Equity market M&a Taiwan M&A
Project finance Korea Debt market Equity market Korea M&a
Debt market Korea
Firm Herbert Smith
No. 6
Mallesons Stephen Jaques
6
Orrick, Herrington & Sutcliffe
6
Shin & Kim
6
Korea deal
Walkers
6
Offshore
Firm Morgan Stanley
No. 11
In-House awards Investment bank Hong Kong lawyer
HSBC
9
Banking Hong Kong lawyer
UBS
9
Investment bank
Citi
8
Banking
JPMorgan
8
Credit Suisse
7
Investment bank Hong Kong lawyer Investment bank Hong Kong lawyer
Nomura
7
CICC
6
Deutsche Bank
6
Investment bank It
Bank of America Merrill Lynch
5
Investment bank
Goldman Sachs
5
Investment bank Hong Kong lawyer
►BANKS ► – LEADING FINALISTS
Law firm awards Dispute resolution Insurance It Construction Dispute resolution Investment funds It Hong Kong Dispute resolution Managing partner
Investment bank Hong Kong lawyer
Deal awards Equity market M&a Debt market
Equity market M&a Project finance Korea M&a Korea Equity market M&a M&a Taiwan Deal awards Equity market M&a Korea Taiwan Debt market Equity market M&a Korea Equity market M&a Korea Equity market M&a Korea Equity market Korea Debt market Equity market Korea M&A Korea Debt market Equity market M&A Debt market Equity market Korea Equity market M&A Equity market Korea Taiwan
Asian Legal Business ISSUE 10.8
| The | The EVENTS EVENTS Macallan Macallan Hong Hong Kong Kong LawLaw Awards Awards >>
The finalists revealed!
Commensurate with the growth of the profession as a whole, the biggest night on this year’s legal calendar features a larger, wider and deeper array of talent than ever before. Here is a complete list of all the finalists across the 35 categories of this year’s The Macallan ALB Hong Kong Law Awards 2010
deals of the year Debt Market Deal of the Year
FINALISTS
►► BANK OF EAST ASIA RMB BOND ISSUE Firms: JunZeJun; Sidley Austin; Simmons & Simmons Banks: Bank of China; CICC; HSBC; Standard Chartered Bank; The Bank of East Asia Accountant: KPMG • Deal was the The Bank of East Asia Limited’s debut issuance of Renminbi denominated bonds in the aggregate principal amount of Rmb 4.0 billion, designated as 2.8% bonds due 2011. ►► HSBC RMB BOND ISSUE Firms: Clifford Chance; Jun He; King & Wood; Linklaters Accountant: KPMG • Deal was the first time a foreign bank was given permission by China’s State Council to issue RMB bonds in Hong Kong through its Mainland subsidiaries. • The RMB1bn (HK$1.13bn) deal saw RMB-denominated bonds issued in Hong Kong to institutional investors on a Reg S basis. ►► HUTCHISON WHAMPOA BOND ISSUE Firms: Allen & Overy; Freshfields; Maples and Calder; Shearman & Sterling; Woo, Kwan, Lee & Lo Banks: Calyon; Deutsche Bank; HSBC • International Reg S Euro-denominated bonds worth EUR 1.75bn due 2016 • One of the largest ever bond issuances by an Asian coporate and the largest euro denominated bond in Asia (ex Japan) ►► PRC GOVERNMENT RMB BONDS Firm: Haiwen & Partners; Linklaters; Sidley Austin Banks; Bank of China; Bank of Communications • Deal was the first time that the PRC is offering RMBdenominated debt securities outside Mainland China, and is also China’s first offshore bond issue since 2004. • Deal represents a significant step in the development of Hong Kong as the offshore RMB settlement centre for the PRC and saw the first time in nearly twenty years that the rarely used “dealer exemption” was invoked meaning that the offer documents issued by the sovereign do not require authorisation by local regulators and a much shortened launch timetable can be achieved. www.legalbusinessonline.com
►► SINO FOREST EXCHANGE OFFER AND CONSENT SOLICITATION Firms: Aird & Berlis; Appleby; Commerce & Finance; Davis Polk & Wardwell; Jingtian & Gongcheng; Linklaters; Stikeman Elliott Banks: Barclays; Credit Suisse Accountant: Ernst & Young • US$300m deal was the first exchange offer combined with a consent solicitation in the Eastern hemisphere that properly addressed certain tricky issues arising out of typical high yield covenants and certain U.S. case law applicable to consent solicitations.
►► THE LINK REIT MEDIUM TERM NOTE PROGRAM & CLUB LOAN FACILITY Firms: Baker & McKenzie; Linklaters; Mallesons Stephen Jaques Bank: HSBC; The Bank of New York Mellon • Deal saw The Link Real Estate Investment Trust (“The Link REIT”) embark on two significant financing transactions, being the establishment of a US$1bn guaranteed euro medium-term note programme and a HK$3bn club loan facility. • Link REIT was the first MTN issuance by a Hong Kong-listed REIT and one which is likely to set a benchmark for REIT refinancing in Hong Kong and elsewhere.
Equity Market Deal of the Year FINALISTS
►► BBMG IPO Firms: Haiwen & Partners; Hogan Lovells; Jingtian & Gongcheng; Paul Hastings Banks: JPMorgan; Macquarie; UBS • US$770m IPO was, at the time, the first H-share listing on the HKSE in 2009 • IPO was the second most popular IPO with Hong Kong retail investors ever, allowing it to be priced at the top of the rangea remarkable US$60bn was subscribed for the public offer tranche, which was 774 times over-subscribed. • Hong Kong Monetary Authority had to intervene in the currency markets twice in order to preserve the Hong Kong dollar’s exchange rate peg with the US dollar because of this extreme inflow of “hot” money.
►► CHINA MERCHANTS BANK RIGHTS OFFERING Firms: Commerce & Finance; Davis Polk & Wardwell; Freshfields; Herbert Smith; Jun He Banks: Bank of America Merrill Lynch; BNP Paribas; CICC; Citi; JPMorgan; UBS • US$3.2bn deal was the first global rights offering by a Chinese bank and the first rights offering by a Chinese company which was made available to U.S. investors. • Deal expected to be a precedent-setting deal because procedures for conducting a rights offering to qualifying U.S. shareholders through a private placement as part of an A+H share rights offering was laid out. • Deal itself was a complex one consisting of multiple offerings: in China (to A-share investors), in Hong Kong and to international investors, including those in the U.S.
►► CHINA MINSHENG BANK IPO Firms: Clifford Chance; Freshfields; Grandall Legal Group; King & Wood Banks: BOCI Asia; CICC; Hai Tong Securities; Macquarie Capital Securities; UBS Accountant: PwC • US$4bn IPO was, at the time, the largest IPO in Hong Kong • First IPO of financial institutions since the global financial crisis and is one of the few H Share IPOs of A-share listed companies. ►► METALURGICAL CORPORATION OF CHINA A + H LISTING Firms: Davis Polk & Wardwell; Freshfields; JiaYuan; Shearman & Sterling; Slaughter and May; Tian Yuan Banks: CICC; Citi; CITIC Securities; Morgan Stanley Accountant: PwC • US$5.3bn offering is the largest IPO in Hong Kong to date, one of the world’s largest in 2009 and one of the few A + H deals transacted by a PRC SOE in 2009. ►► RUSAL IPO Firms: Ashurst; Asters; Bredin Prat; Cabinet D’Advocats “BAO & Fils”; Cleary Gottlieb; Dewey & LeBoeuf; Egoro, Puginsky, Afanasiev & Partners; Linklaters; Ogier; Sidley Austin Banks: Bank of America Merrill Lynch; Credit Suisse Accountant: KPMG • US$2.2bn IPO RUSAL is the first Russian headquartered company to list in Hong Kong and the first to achieve
39
EVENTS | The Macallan Hong Kong Law Awards >>
concurrent new listings on the Hong Kong Stock Exchange and Euronext Paris. • IPO is the first Hong Kong Main Board listing without a retail tranche in the global offering; it is also the first in relation to which the Hong Kong regulators have imposed a minimum investment of HK$1m and a minimum board lot size of 22,000 shares; and the prospectus is believed to be the biggest in history. ►► SANDS CHINA SPIN-OFF AND HONG KONG LISTING Firms: Advogados & Notários; Alves’s Law Firm; Davis Polk & Wardwell; Freshfields; MWE China; Sidley Austin; Walkers Banks: Barclays; BNP Paribas; Citi; CLSA; Goldman Sachs; UBS Accountant: PwC • US$2.5bn IPO was part of broader fund raising activities of Sands China and its parent, which included an additional US$1.75bn of project financing commitments as well as significant pre-IPO fundraising. • Constantly evolving debt and equity structure of the Issuer required innovative disclosure regarding the company’s capitalization to ensure that the investors had up-to-date and accurate information. ►► SHENGLI OIL & GAS PIPE HOLDINGS LIMITED IPO Firms: Baker & McKenzie; Conyers Dill & Pearman; Orrick, Herrington & Sutcliffe; Tian Yuan; WongPartnership; Zhong Lun Banks: HSBC; ICBC; Macquarie Accountant: Deloitte • US$204m global offering was one of the rare successful investments by a private equity investor into this company, who remains the controlling shareholder after the IPO. ►► SINOPHARM GROUP IPO Firms: Baker & McKenzie; Chen & Co; Grandall Legal Group; Morrison & Foerster Banks: CICC; Citi; Deutsche Bank; Morgan Stanley; UBS Accountant: PwC • US$1.13bn IPO is the largest healthcare IPO in Asia to date, and attracted orders from over 700 accounts, generating more than US$49bn of demand. Further, the transaction boasted the highest valuation in terms of PE ratio for H-share IPOs. • The Hong Kong public offer was over 570 times subscribed, triggering a maximum clawback of the Hong Kong public offer to 35 percent of the total offering. This represents the second most popular retail offering in Hong Kong on record. ►► WYNN MACAU IPO Firms: Alexandre Corriere de Silva; Clifford Chance; Maples and Calder; Skadden Banks: Bank of America Merrill Lynch; JPMorgan; Morgan Stanley; UBS • US$1.85bn IPO was the first US-owned casino company to list in Hong Kong • Deal was structured as an acquisition by the listed company of the Macau casino, resort and hotel business from its parent and, as a result, substantially all of the proceeds from the listing have been paid to the parent. • Transaction also featured other novel features which, together with complexities derived from the existing financing structure and NASDAQ disclosure requirements pertaining to the parent, made it uniquely challenging.
Thomson Reuters Westlaw Business Award M&A Deal of the Year FINALISTS
►► CHINA UNICOM- SK TELECOM SHARE REPURCHASE Firms: Freshfields; Orrick, Herrington & Sutcliffe • Transaction represents the largest share repurchase by a Hong Kong-listed company from a Korean company, and also represents the first time a Korean company has sold its shares back to a Hong Kong-listed company.
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• Approvals from multiple parties were required to complete the deal including the Hong Kong Securities and Futures Commission as well as China Unicom’s shareholders. ►► LOTTE SHOPPING- TIMES LTD ACQUISITION AND PRIVITISATION Firms: Chen & Co; Hammonds; Herbert Smith; Jones Day; Jun He; Norton Rose; Shin & Kim; Walkers Banks: HSBC; Nomura • Landmark transaction was the largest ever takeover by a Korean company of a business in China, the largest ever takeover by a Korean company of a Hong Kong-listed entity and the largest takeover in China the retail sector since 2007. Transaction was Nomura’s first Hong Kong takeover deal since the Lehman acquisition in 2008 • There were difficult issues during the execution of the transaction including foreign exchange issues (namely for the transfer of funds from Lotte in Korea into its HK subsidiary for the satisfaction of the offer) and antitrust filings with the MOFCOM in the PRC prior to the launch of the offer. ►► MING AN HOLDINGS PRIVITISATION Firms: Appleby; Latham & Watkins; Linklaters; Woo, Kwan, Lee & Lo Banks: Bank of America Merrill Lynch; First Shanghai Capital; Guangdong Securities • Deal saw The Ming An (Holdings) Company Limited (“MAH”) privatise, by way of a scheme of arrangement, by China Taiping Insurance Holdings Company Limited (formerly known as China Insurance International Holdings Company Limited) (“CTIH”) and the subsequent withdrawal of listing of its shares from the Hong Kong Stock Exchange (“HKEx”). • Privatization involved two share purchase transactions and was one of the few in Hong Kong to involve shares of the offeror, China Taiping, being issued as consideration for the cancellation of the existing Ming An shares. It was further complicated by the need for China Tai Ping to first acquire a controlling shareholding in Ming An from its parent company, a pre-condition to the privatization that itself required China Tai Ping’s shareholders approval. ►► MITSUI & CO- TPV TECHONOLOGY TOB Firms: Clifford Chance; Herbert Smith; Jones Day; Linklaters; Skadden; Slaughter and May Banks: CICC; Morgan Stanley • Deal saw Mitsui & Co., Ltd. launch an innovative PIPE investment in and consortium takeover bid for Hong Konglisted TPV Technology Ltd., the world’s largest contract LCD maker. • Mitsui’s proposed 10 per cent PIPE investment in TPV Technology Ltd. came as TPV’s existing shareholder, China Electronics Corporation (CEC), completed a block trade to buy a further 9.75 per cent stake from global electronics company Philips NV. • CEC’s increased stake triggers a mandatory takeover offer under the Hong Kong Takeovers Code, which will be undertaken on an agreed consortium basis with Mitsui. Together, the three elements of the transaction - the PIPE deal, the block trade and the takeover - are valued at over US$1bn. ►► STANDARD COSMOS- NATURAL BEAUTY BIO TECHNOLOGY LTD ACQUISITION Firms: Baker & McKenzie; Clifford Chance; Linklaters; Skadden; Walkers Bank: Citigroup Global Markets • Transaction is significant for the market in Hong Kong. It involves a major PE firm taking over a listed company through a vehicle (Standard Cosmos) jointly owned by Carlyle and the target’s existing management. • This joint acquiring vehicle structure is common for PE acquisitions in other markets, but it has not been tested for taking over a company listed on the Hong Kong stock market. Legal advisors to the deal were required to obtain a ruling from the SFC on the “special deal” issue • Ruling would facilitate future takeovers and privatisations of Hong Kong listed companies by PE investors.
►► TTM- MEADVILLE MERGER Firms: Appleby; Deacons; Greenberg Traurig; Skadden Bank: UBS Accountant: PwC • Deal saw Meadville sell its PCB businesses to TTM for a combination of stock and cash, with an aggregate value of approximately US$521m. • Meadville will receive stock representing approximately 45.7 percent of the post-transaction-issued share capital of TTM. Meadville’s controlling shareholder, Mr. Tang Hsiang Chien will become the largest TTM shareholder. Concurrently, Meadville will sell its laminate and prepreg manufacturing business to Chien for approximately US$359 million. • Transaction was the first in which shares of a U.S. listed company were used as consideration in a Hong Kong public M&A transaction. ►► VEOLIA TRANSPORT- HONG KONG TRAMWAYS ACQUISITION Firms: Gide Loyrette Nouel; Pinsent Masons; Mayer Brown JSM Bank: Societe Generale • Unique transaction generated involved the world’s only fleet of double-deck tramcars still in operation and one of Hong Kong’s most loved icons. • Deal was special for the unique size of the company operating this kind of business (over 160 tramcars, more than 700 employees), the specificity of the Hong Kong concession legal framework in place and the complexity of the property interests of Hong Kong Tramways (which include easements and grants from the government).
Project Finance Deal of the Year FINALISTS
►► GUANGZHOU- SHENZHEN- HONG KONG EXPRESS RAIL LINK Firm: Slaughter and May • Deal involved MTR Corporation Limited in relation to its execution of an entrustment agreement with the Government of Hong Kong for the construction and commissioning of the Hong Kong section of the Guangzhou-Shenzhen-Hong Kong Express Rail Link. • The project is one of the largest public infrastructure projects ever undertaken in Hong Kong, with a total project cost estimated to be HK$66.8bn (approximately, US$8.6bn). • All financing for the project is being provided directly by the Government of Hong Kong, which expects approximately 10,000 people to be employed during the construction phase (between 2010 and 2015). ►► INCHEON INTERNATIONAL AIRPORT RAILROAD PROJECT REFINANCING Firm: Kim & Chang Bank: Korea Development Bank • Deal saw Korea Development Bank (as arranger, agent bank and lender) and 24 financial institutions have entered into a KRW 2,550trn refinancing transaction to provide the borrower with project financing facilities for Incheon International Airport Railroad Project. • The original transaction documents were signed on October 27, 2004 and the amount of the original facility was KRW 2,510trn ►► PIRAEUS CONTAINER TERMINAL PROJECT Firms: Arendt & Medernach; Conyers Dill & Pearman; Fortsakis, Diakopoulos, Mylonogiannis & Associates; Karatzas and Partners; Orrick, Herrington & Sutcliffe; P.C. Woo & Co; Zhong Lun Bank: China Development Bank • Deal saw financing provided for the construction of a marine container terminal facility located at the Port of Piraeus, Greece. • The total cost of the project is EUR339.4m and was financed by China Development Bank. This is the banks first project Asian Legal Business ISSUE 10.8
EVENTS | The Macallan Hong Kong Law Awards
financing in Greece/Europe, while PCT is Cosco Pacific’s first wholly-owned operation in Europe. ►► POSCO POWER CORPORATION MULTI-CURRENCY PROJECT FINANCE Firm: Kim & Chang Bank: Korea Development Bank • Deal saw a multi-currency financing package worth US$300m extended to POSCO Power Corporation to finance the construction of two 615MW LNG combined cycle power generation unites to be built in Incheon and two 138MW BFG-fired and COG fired combined cycle generation unites to be built in Gwangyang City. • Project is the first power project financing in Korea where both European and Japanese ECA financing as well as commercial financing are combined. ►► TAIWAN HIGH SPEED RAIL CORPORATION REFINANCING Firms: Baker & McKenzie; Lee and Li Bank: Bank of Taiwan • Financing the Taiwan High Speed Rail Project— the largest BOT project in the world— was first extended to Taiwan Rail in 2000 and 2006, respectively but the financial crisis has seen this financing dry up • New deal, which is a tri-partite agreement with the Ministry of Transportation, Taiwan Rail and the Bank of Taiwan, saw US$12.75bn extended to the company, which means that it is now the largest syndicated loan in the banking history of Taiwan.
Korea Deal of the Year FINALISTS
►► EBAY- GMARKET ACQUISITION Firms: Bae, Kim & Lee; Cooley Godward Kronish; DLA Piper; Hwang Mok Park; Kim & Chang; O’Melveny & Myers; Orrick, Herrington & Sutcliffe; Pillsbury Winthrop Shaw Pittman; Wilson Sonsini Goodrich & Rosati Banks: Cowen & Company; Morgan Stanley; Nomura • Deal was a complex business combination transaction that was structured to allow eBay Inc. to acquire a controlling interest in Gmarket and combine eBay’s Korean Internet auction operations with Gmarket. • As part of the transaction, eBay’s subsidiary has entered into tender agreements with the holders of more than 50% of Gmarket’s outstanding shares. • Deal represents only the second tender offer made by a US company to acquire an unrelated Korean company and the first acquisition of a Korean company listed solely on the US stock market ►► HANJIN SHIPPING THREE-TRANCHE BOND ISSUE Firms: Allen & Overy; Kim & Chang; O’Melveny & Myers; Shin & Kim; Yulchon Bank: Nomura • The 3-tranche US$200m guaranteed notes due in 2010, 2011 and 2012 were issued by a Korean special purpose vehicle, FAF Securitization Specialty Co., Ltd and are irrevocably guaranteed by a Bank. • Proceeds from the transaction were used to purchase beneficiary certificates issued in respect of a trust account (the ”Trust”) which will have been entrusted with freight receivables generated by separate Contracts of Affreightment • Unique structure of the transaction and strategically-targeted distribution enabled Hanjin Shipping to raise capital at a significantly cheaper cost. The offering spread of the Transaction was competitive to IBK’s US$ bonds in the secondary market and was minimized by effectively leveraging IBK’s strong name recognition in the global bond markets. ►► KKR/AFFINITY- ORIENTAL BREWERIES ACQUISITION Firms: Allen & Overy; Bae, Kim & Lee; Clifford Chance; Kim & Chang; Linklaters; Lee & Ko; Maples and Calder; Paul Hastings; Simpson Thacher & Bartlett; Sullivan & Cromwell www.legalbusinessonline.com
Banks: Deutsche Bank; Goldman Sachs; Hana Bank; HSBC; JPMorgan; Korea Exchange Bank; Nomura • Deal saw Belgian brewer, Anheuser-Busch InBev NV/SA complete the sale of its 100% stake in Oriental Brewery Co., Ltd.(“OB”) to Kohlberg Kravis Roberts & Co. (“KKR”), for US$1.8bn. • The deal marks the first major private equity deal since the global financial crisis, the first ever investment in South Korea by KKR and largest leverage buy-out in Asia since 2006 ►► KOOKMIN BANK COVERED BONDS ISSUE Firms: Allen & Overy; Clifford Chance; Kim & Chang; Shin & Kim Banks: Citigroup Global Markets; HSBC • Deal saw, Kookmin Bank successfully issue offshore 7.25% covered bonds with a 5-year maturity in the amount of US$1bn. • This issuance is the first covered bond transaction in the AsiaPacific region, where the bank issues securities that are further supported by a portfolio of securitized assets. • At the time the deal came to market, there was no covered bonds legislation. Hence, lawyers to do the deal needed to structure the bonds under the Assey-Backed Securitisation Act. ►► KOREA LIFE INSURANCE IPO Firms: Davis Polk & Wardwell; Lee & Ko; Shin & Kim; Simpson Thacher & Bartlett Banks: Credit Suisse; Daewoo Securities; Deutsche Bank; Hanwha Securities; Hyundai Securities; IBK Securities; JPMorgan; Tong Yang Securities; Woori Investment & Securities Accountant: Deloitte • US$1.6 billion dual-tranche IPO was one of the first by the country’s largest life insurance companies and at the time of the offering, the largest IPO ever listed on the Korea Exchange and the second largest among all IPOs in Korea, including dual-listed IPOs. ►► LG HOUSEHOLD & HEALTHCARE COMPANY- THE FACESHOP ACQUISITION Firms: Bae, Kim & Lee; Kim & Chang; Linklaters; Sullivan & Cromwell Bank: JPMorgan; UBS Accountant: Deloitte • US$420m deal saw Affinity Equity Partners sell its equity interest in TheFaceShop Korea Co., Ltd to LG Household & Health Care Co., Ltd. • Deal marks the successful exit of AEP from its investment in TheFaceShop Korea, which is the leading brand shop cosmetics company in Korea. • Deal sees LG Household & Health becoming the 90% shareholder of TheFaceShop Korea after acquiring the equity
stakes from Shepherd Detachering, an affiliate of AEP, and Mr. Woonho Jung the founder of TheFaceShop Korea. ►► SK TELECOM CONVERTIBLE BOND OFFERING Firms: Cleary Gottlieb Steen & Hamilton; Davis Polk & Wardwell; Kim & Chang; Yulchon Banks: Barclays; Citigroup Global Markets; Credit Suisse; Nomura; SK Securities Accountant: Deloitte • Deal was a five-year convertible bond with aggressive pricing terms at the time which allowed the issuer to raise costeffective funding to cover the redemption of a CB maturing in May and be at the forefront of opening the CB market in the wake of the financial crisis. • Deal was the first international equity-linked offering in Europe and Asia Pacific since August 2008. • A benchmark deal with balanced profile and credit quality to re-open Eurasia convertible bond market with attractive financing for SKT, despite turbulent market conditions; significant last minute changes due to changes within the underwriting syndicate and swift and efficient execution by all parties, which was critical in ensuring the success of the transaction ►► TONG YANG LIFE INSURANCE IPO Firms: Cleary Gottlieb Steen & Hamilton; Lee & Ko; Linklaters; Shin & Kim Banks: Credit Suisse; Daewoo Securities; Daiwa SMBC; Morgan Stanley • US$284m dual-tranche IPO was the first such deal since the enactment of the Capital Markets Act and many new legal issues arose in the course of listing. • Deal also represented the first IPO by a Korean life insurance company. Legal issues relating to the listing of shares issued by life insurance companies were reviewed for the first time, which served as a model for three other similar recent IPO transactions that commenced in November and December of 2009 involving other major life insurance companies.
Taiwan Deal of the Year FINALISTS
►► AIG- NAN SHAN SALE Firms: Baker & McKenzie; Debevoise & Plimpton; Freshfields; LCS & Partners; Ogier; Simpson Thacher & Bartlett; Walkers Banks: Blackstone; Morgan Stanley • Deal saw a consortium comprised of Primus and China Strategic Holdings bid for 97.57 % of the issued share capital in Nan Shan Life Insurance for a consideration of US$2.15bn
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EVENTS | The Macallan Hong Kong Law Awards >>
• Deal, which involved a competitive bidding process, was AIG’s largest single divestiture/disinvestment since its 2008 government bailout and the biggest ever deal in Taiwan’s financial sector. ►► ARRAY INC GRE TAI LISTING Firms: K&L Gates; Jade & Fountain; Walkers • US$79m listing was the first Taiwan listing of a foreign company under a policy passed by Taiwan in 2008 to encourage “foreign businesses” to list in Taiwan. ►► CHI-MEI OPTOELECTRONICS INNOLUX DISPLAY MERGER Firm: Baker & McKenzie • Deal saw Chi-Mei Optoelectronics (“Chi-Mei”), Taiwan’s second largest LCD screen producer by revenue, merge with Innolux Display (“Innolux”), the world’s largest flat-panel monitor maker by shipments. • Deal represents the largest deal in the high-tech sector in Taiwan in 2009 and the value of the transaction is US$5.3bn.
►► KGI SECURITIES GDS OFFERING AND TAISHIN ACQUISITION Firms: Davis Polk & Wardwell; Lee and Li Bank: Morgan Stanley Accountant: Ernst & Young • Landmark deal saw KGI offer 33,500,000 Global Depositary Shares representing 670,000,000 common shares, which were admitted to Official List and to trading on the Euro MTF market of the Luxembourg Stock Exchange, to acquire Taishin Securities. • US$898m was a landmark deal which saw KGI acquire Taishin Securities (Taisec) by way of merging Taisec into KGI • Deal was the largest Taiwan securities industry transaction in history, and the largest Taiwan M&A transaction since 2008. • The acquisition resulted in the creation of the 2nd largest domestic securities brokerage in Taiwan. ►► SHIN KONG GDR ISSUE Firms: Baker & McKenzie; Simpson Thacher & Bartlett
Banks: Barclays; Goldman Sachs; Morgan Stanley; Sinopac Securities • Deal saw Shin Kong Financial Holding Co., Limited (“Shin Kong”), the parent of Shin Kong Life Insurance Co, launch a US$375m global depositary receipt transaction (“GDR”). • The GDR issue, which was the only one of its kind to be successfully implemented in Taiwan in the past five years, was the biggest equity offering by a financial institution in Taiwan since 2005, the largest GDR issue in Taiwan since 2008, and the largest public capital raising in Taiwan since the 2009 global financial tsunami. ►► THE CARLYLE GROUP- TAIWAN MOBILE SHARE SWAP Firms: LCS & Partners; Lee and Li; Paul, Weiss • Deal saw Carlyle Group reach an agreement with Taiwan Mobile to sell all of its shares in Cheng Ting, which controls Kbro and 12 system operators in Taiwan, in exchange for 15.5% of the treasury stock of Taiwan Mobile. • Transaction was structured in such a way so as not to draw the attention of authorities in relation to potential anticompetition issues.
in-house awards Banking & Financial Services In-House Team of the Year FINALISTS
• Citi • HSBC • ICBC • Standard Chartered Bank
Pinsent Masons Award Construction In-House Team of the Year FINALISTS
• Dragages • Hong Kong Housing Authority • Paul Y Engineering Group • MTRC
Hong Kong Corporate Counsel Association Insurance In-House Team of the Year FINALISTS
• AIA • ACE • Aon • AXA • Chubb/Federal • Essar Insurance Services • Marsh
Paul, Weiss Award IT/Telecoms In-House Team of the Year FINALISTS
• Alibaba • Asia Satellite Telecommunications • CSL • Deutsche Bank IT Department • Hutchison Telecom • Microsoft • NetApp • Nokia Siemens • PCCW • Taiwan Semiconductor
Paul, Weiss Award Media & Entertainment In-House Team of the Year FINALISTS
• Hutchison Telecom • NewsCorp/Star TV • PCCW • TOM Group
Real Estate In-House Team of the Year FINALISTS
• Evergrande • Far East Consortium • Hongkong Land • ING Real Estate • Jardine Matheson • Shun Tak • Sun Hung Kai
Holman Fenwick Willan Award Shipping In-House Team of the Year FINALISTS
• COSCO Pacific • Hutchison Port Holdings • Noble Group
The Macallan 1824 Collection Award Hong Kong In-House Lawyer of the Year FINALISTS
• Michelle Hung - COSCO Pacific • Patricia Sindel - Credit Suisse • Karen Ip - Goldman Sachs • Kenneth Ng - HSBC • Bernardine Lam - Hutchison Whampoa • Kit Wilson - JPMorgan • Garrett Quigley - Morgan Stanley • Clifford Levy - Nomura • Philana Poon - PCCW • Angela Mak - TOM Group
• Cheung Kong
Investment Bank in-House Team of the Year FINALISTS
• Credit Suisse • Bank of America Merrill Lynch • BNP Paribas • Deutsche Bank • Goldman Sachs • JPMorgan • Macquarie • Morgan Stanley • Nomura • UBS
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Asian Legal Business ISSUE 10.8
EVENTS | The Macallan Hong Kong Law Awards
FIRM AWArds Boutique/Specialist Law Firm of the Year FINALISTS
• Charltons • Cheng Wong Lam & Partners • Gall • So Keung Yip & Sin • Tanner De Witt • Vivien Chan & Co
Criminal Law Firm of the Year FINALISTS
• Boase Cohen & Collins • Dundons • Haldanes
BDO Limited Award Matrimonial Law Firm of the Year FINALISTS
• Boase Cohen & Collins • Haldanes • Hampton Winter & Glynn • Stevenson, Wong & Co
Merrill Legal Solutions Award Construction Law Firm of the Year FINALISTS
• Baker & McKenzie • Hogan Lovells • Mallesons Stephen Jaques • Mayer Brown JSM • Minter Ellison • Pinsent Masons
Merrill Legal Solutions Award Dispute Resolution Law Firm of the Year FINALISTS
• Baker & McKenzie • Clifford Chance • Deacons • Freshfields • Gall • Herbert Smith • Linklaters • Mallesons Stephen Jaques • Orrick, Herrington & Sutcliffe
Employment Law Firm of the Year FINALISTS
• Baker & McKenzie • Clifford Chance • Deacons • Linklaters • Mayer Brown JSM • Simmons & Simmons
Insolvency & Restructuring Law firm of the Year FINALISTS
• Allen & Overy www.legalbusinessonline.com
• Baker & McKenzie • Clifford Chance • Hogan Lovells • Linklaters • Tanner De Witt • White & Case
Insurance Law Firm of the Year FINALISTS
• Allens Arthur Robinson • Baker & McKenzie • Clifford Chance • Deacons • Herbert Smith • Ince & Co • Mayer Brown JSM
IP Law Firm of the Year FINALISTS
• Baker & McKenzie • Bird & Bird • Deacons • Freshfields • Hogan Lovells • Jones Day • Vivien Chan & Co • Wilkinson & Grist
Investment Funds Law Firm of the Year FINALISTS
• Baker & McKenzie • Clifford Chance • Deacons • Hwang & Co in association with Dechert • Linklaters • Mallesons Stephen Jaques • Sidley Austin • Simmons & Simmons • Simpson Thacher & Bartlett
IT/Telecoms Law Firm of the Year FINALISTS
• Allen & Overy • Baker & McKenzie • Clifford Chance • Freshfields • Herbert Smith • Mallesons Stephen Jaques • Morrison & Foerster • Paul, Weiss
Real Estate Law Firm of the Year FINALISTS
• Baker & McKenzie • Deacons • Mayer Brown JSM • Paul Hastings • Woo, Kwan, Lee & Lo
Shipping Law Firm of the Year FINALISTS
• Clyde & Co • Holman Fenwick Willan • Ince & Co • Stephenson Harwood
Azure Trustees Ltd Award Tax & Trusts Law Firm of the Year FINALISTS
• Baker & McKenzie • Clifford Chance • Deacons • Mayer Brown JSM • Withers
Offshore Law Firm of the Year FINALISTS
• Appleby • Conyers Dill & Pearman • Harneys • Maples and Calder • Ogier • Walkers
PRC Firm, Hong Kong Office of the Year FINALISTS
• Grandall • Jun He • King & Wood
ZENSHO AWARD Korea Deal Firm of the Year FINALISTS
• Bae, Kim & Lee • Hwang Mok Park • Kim & Chang • Lee & Ko • Shin & Kim • Yulchon
Taiwan Deal Firm of the Year FINALISTS
• Baker & McKenzie • Jones Day • LCS & Partners • Lee and Li • Russin & Vecchi • Tsar & Tsai
Managing Partner of the Year FINALISTS
• Poh Lee Tan – Baker & McKenzie • Bill Barron – Davis Polk & Wardwell • Jeremy Lam – Deacons • Alastair Da Costa – DLA Piper • Christopher Stephens – Orrick, Herrington & Sutcliffe • Neil Torpey – Paul Hastings
The Macallan Fine Oak Single Malt Scotch Whisky Award Hong Kong Law Firm of The Year FINALISTS
• Baker & McKenzie • Clifford Chance • Deacons • Freshfields • Hogan Lovells • Linklaters • Mallesons Stephen Jaques • Mayer Brown JSM • Skadden
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EVENTS | The Macallan Hong Kong Law Awards >>
Event PARTNER The Macallan Fine Oak The Macallan Fine Oak is a Single Malt of peerless quality. In his Whisky Bible 005, renowned whisky expert and author Jim Murray awarded The Macallan Fine Oak range ‘Best New Scotch’. He went on to describe it as “representing by far the best range of non-vintage whiskies to be launched by any one distillery for possibly the last decade.” The Macallan Fine Oak is triple cask matured in a unique, complex combination of exceptional oak casks; European oak seasoned with sherry, American oak seasoned with sherry, and American oak seasoned with bourbon. This unique triple cask combination delivers an extraordinarily smooth, delicate yet complex single malt. The Macallan 1824 Collection The 1824 Collection is a definitive range of single malts created by the craftsmen who are at the heart of The Macallan. Led by John Ramsey, Master Blender Emeritus from the parent company The Edrington Group, together with Bob Dalgarno, the Macallan’s Whisky Maker, who between them hold over 50 years of experience making whisky; these personal whiskies draw on the distillery’s long history, rich traditions and dedication to quality. This is reflected in each of the four expressions, Select Oak, Whisky Maker’s Edition, Estate Reserve and 1824 Limited Release: individually influenced by the innovative cask selection, the obsession with the finest ingredients, and then shaped by the years of experience handed down through generations of craftsmen. W: www.themacallan.com
SPONSORS Holman Fenwick Willan BDO Limited AzureTrustees Ltd
AzureTrustees a Registered Trustee Company based in Hong Kong. Exclusively dedicated to high-level tax planning and wealth protection, AzureTax Group spearheads a transparent, strategic and ethical approach to tax and trust advice. AzureTax Group provide tax advisory services for individuals and businesses, Services available range from international tax advisory through to global wealth protection strategies, with special expertise in Hong Kong, China, the UK, the US and Australian taxation matters. Contact Details Suite 1010, 10/F, Tower Two, Lippo Centre 89 Queensway, Admiralty, Hong Kong T: +852 2123 9370 F: +852 2122 9209 E: info@azuretrustees.com W: www.azuretrustees.com
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BDO Limited is the Hong Kong member firm of BDO International Limited, a global accountancy network with over 1,100 offices in 110 countries and 46,000 people providing advisory services throughout the world. Since our establishment in 1981, we have committed ourselves to facilitating the growth of businesses by advising the people behind them. Our professional services include assurance, taxation, business recovery, forensic accounting, litigation support, matrimonial advisory, risk advisory and business services. We possess comprehensive knowledge of accounting standards, tax and investment regulations prevailing in Hong Kong, China and other major countries, and conduct ourselves with the highest professional standards. Contact details 25/F, Wing On Centre, 111 Connaught Road Central, Hong Kong T: +852 2541 5041 F: +852 2815 2295 E: info@bdo.com.hk W: www.bdo.com.hk
Holman Fenwick Willan is a global law firm advising businesses engaged in international commerce. The firm has a reputation worldwide for excellence and innovation and has focused the development of its capabilities in the following core sectors: commodities, energy and offshore, finance, insurance and reinsurance, shipping and transport. With offices in Asia-Pacific, Europe and the Middle East, the firm has one of the largest international arbitration and dispute resolution practices of its kind, and has over 125 years experience of working with other law firms in jurisdictions throughout the world. Established in 1978, our Hong Kong office has been serving international and domestic clients in China and the Asia region for 32 years. Contact details Paul Hatzer Holman Fenwick Willan LLP 15th Floor, Tower One Lippo Centre, 89 Queensway Admiralty, Hong Kong T: +852 3983 7788 E: paul.hatzer@hfw.com Asian Legal Business ISSUE 10.8
EVENTS | The Macallan Hong Kong Law Awards
Merrill Legal Solutions
Merrill Legal Solutions is Asia’s leading provider of high quality verbatim court reporting, transcription and litigation support services. Since opening our office in Hong Kong in 1994 we have covered hundreds of court hearings, arbitrations and US depositions including some of the most high profile matters in the region. We provide court reporting including real-time, daily and next day services, recording and transcription, interpretation and translation, as well as document management and litigation support services including scanning, copying, printing, evidence reconstruction, e-bundles and document hosting. Merrill Legal Solutions is the official provider of transcription services for the Hong Kong High Court and supplier of services for the Hong Kong International Arbitration Centre. Contact details
Merrill Legal Solutions 3203, Lippo Centre One 89 Queensway, Hong Kong T: +852 2522 1998 F: +852 2522 1575 E: hongkong@merrillcorp.com W: www.merrillcorp.com/mls
Paul Weiss
Paul, Weiss, Rifkind, Wharton & Garrison is an international law firm with over 600 lawyers worldwide. Paul, Weiss has one of the world’s leading Communications and Technology Practices and consistently wins Asia’s top “IT/Telecommunications Law Firm of the Year” award in recognition of our M&A, private equity and regulatory efforts in the telecommunications and IT sectors. Our knowledge of the regulatory landscape in Greater China is recognized by our peers as being the best and second to none. The firm represents a wide variety of providers and users of communication goods and services, as well as other entities with interests in communications and technology businesses and regulatory decision making. Contact details Jeanette Chan, Partner Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor, 3A Chater Road, Central, Hong Kong T: +852 2846 0300 (main phone) E: jchan@paulweiss.com
Pinsent Masons
Pinsent Masons is a full service global law firm with over 1000 lawyers worldwide. They provide a full range of legal services to major international corporations, institutions and public bodies. They specialise in Construction & Infrastructure, Projects, Energy, Corporate, IP, and Technology & Telecoms. Pinsent Masons has been active in Asia for 27 years and have offices in Hong Kong, Shanghai, Beijing, Dubai and Singapore. Through their international networks and alliances they have a further 700 lawyers across 22 locations in Europe and the United States. Contact details 50/F Central Plaza 18 Harbour Road Hong Kong T: +852 2521 5621 Vincent Connor, Head of Asia Pacific: vincent.connor@pinsentmasons.com Nicola Ogilvie, Business Development Manager, Asia Pacific: nicola.ogilvie@pinsentmasons.com
Supporting organisation
Westlaw Business
Westlaw Business is the foremost provider of business law information and services to corporations and accounting and law firms around the world. Westlaw Business offers innovative research and drafting tools, industry-leading conversion and filing software applications, and one of the largest short-run and full-service print facilities in the U.S. Westlaw Business is a part of Thomson Reuters, the world’s leading provider of information and services to professionals in the legal, tax and accounting, financial, scientific, and healthcare industries. With this backing and expertise, Westlaw Business is capable of providing complete service, year in and year out, to meet all of its customers’ compliance needs. Contact details
For Hong Kong and China Westlaw Business Sales and Training, please contact: T: +852 3762 3248 E: smhk.westlawbusiness@thomsonreuters.com
Zensho
As legal profession recruitment specialists, Zensho is proud to sponsor this year’s award for International Deal Firm of the Year. Specialist recruitment within the legal profession requires local market specialization, long-term commitment, personal attention, discretion, initiative and a sincere intention to help. Our success depends upon our consistent ability to quickly make connections, produce results and maintain strong, lasting relationships within the legal and business community. We hope our continued efforts to be a trusted advisor and provider of accurate and timely information will make us the market’s provider of choice. Contact details T: +81-3-5575-5091 E: enquiry@zenshogroup.com
Hong Kong Corporate Counsel Association
The Hong Kong Corporate Counsel Association is the pioneer association run for in-house counsel by in-house counsel in Hong Kong. It provides an efficient and effective range of benefits and services for its members’ professional development, including continuing legal education, a platform for networking and the exchange of ideas, information and experiences that are unique to the in-house role. W: www.hkcca.net/
Award patron
CML Recruitment Asia-Pacific www.legalbusinessonline.com
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Feature | wealth management >>
Wealth of opportunities As the global economy shifts towards Asia, the region is becoming home to the world’s wealthiest individuals. This presents new opportunities for law firms to launch wealth management practices and tap into a growing pool of big-ticket clients
“In terms of investments, estate planning and asset protection, there should be a growing pool of opportunities for law firms to serve high-net-worth individuals” Robert Sawhney
SRC Associates
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A
sia is the biggest potential growth market for wealth management practices, according to the ‘2009 World Wealth Report’ released by Merrill Lynch and technology outsourcer Capgemini. Wealthy individuals with more than US$1m in liquid assets in the Asia-Pacific region surged by 26% this year, and now number over three million people with a combined wealth of US$9.7trn. Yet more importantly – and for the first time ever – Asia’s wealthy population surpassed that of Europe’s. “The star performer was AsiaPacific, the only region in which both macroeconomic and market drivers of wealth expanded significantly in 2009,” the report stated. This growth also signals the predicted global economic shift towards the Asian region. As law firms around the world implement their recovery process from the global financial crisis, this data is all the more useful. Firms are beginning to ask the all-important question: where to now? Unsurprisingly, it seems to be China and India: China is home to the world’s fourth-biggest population of millionaires – 477,000. Although the number is smaller for India – around 126,000 – India’s wealthy population shows the fastest potential
for growth, surging 51% last year. This sends a clear message to law firms in the US and UK, where wealth management practices have been largely based for the last decade. As the population and combined wealth of Asia’s high-net-worth individuals (HNWIs) continues to soar, three million reasons exist for law firms to meet new and growing client needs. A US$9trn market for brand-new practice areas to help Asia’s new rich to store or grow their wealth has now appeared. Robert Sawhney, managing director of Hong Kong boutique legal consultancy SRC Associates, identifies a number of key areas that law firms can tap into the growth of HNWIs in Asia. “In terms of investments, estate planning and asset protection, there should be a growing pool of opportunities for law firms to serve high-net-worth individuals,” he says. “Not only personally, but many of these HNWIs are business-owners and there is scope to offer a bundle of services to fulfil their needs.” One law firm that jumped into the pool early on was UKbased Herbert Smith. Earlier this year the firm launched a private Rupert Ticehurst wealth and charities Herbert Smith practice in Hong Kong, Asian Legal Business ISSUE 10.8
Feature | wealth management >>
designed to meet the new needs of Asia’s wealthy for their estate planning, tax and trusts issues. Given Hong Kong’s status as a regional arbitration hub, the firm added advice on dispute resolution over those practice areas to its services too. Before launching the Hong Kong practice, London partner Rupert Ticehurst (who heads up the main UK private wealth and charities practice) did some research into the potential for business in Asia, given the infancy of the wealth management industry in the region. Ticehurst visited a number of private banks there and found that
management firms – JP Morgan – moved from New York to Hong Kong to take charge of all private banking outside the US.
Asset management Many regional lawyers say that asset management is by far one of the fastest-growing practice areas for the legal industry. Among them is Hong Kong-based lawyer Rolfe Hayden, who heads up the financial services practice at Simmons & Simmons. “Without a doubt, economic growth in the region has spurred increased asset management activity,” he says.
“There’s a gap in the market, in particular in Hong Kong, to provide complex contentious trust and estate cases services” market services for private-client lawyers was relatively bare. When the firm launched the practice in February, it received interest from executives and legal counsel at Asian private banks such as Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC, JPMorgan Chase, Morgan Stanley, RBS, UBS and CITIC Ka Wah Bank. “There’s a gap in the market, in particular in Hong Kong, to provide complex contentious trust and estate cases services,” said Ticehurst. “Over the past few Anne-Marie years [we’ve] advised Godfrey on a number of complex Bingham McCutchen contentious trust and estate cases in Hong Kong and … it became apparent that many of the problems that arose in those matters could have been avoided by the parties taking steps to properly manage their affairs.” In June, US-based firm Bingham McCutchen expanded its investment management practice in Hong Kong, by adding Maples and Calder specialist Anne-Marie Godfrey as partner. These appointments also echo similar moves seen outside the legal industry this year. Recently, the head of one of the private bank divisions for one of the world’s largest asset www.legalbusinessonline.com
Rupert Ticehurst
Herbert Smith
“Many firms have identified asset management as a growth area. In Hong Kong we have seen a number of new entrants, including a number of US firms, trying to establish here.” Part of that growth is due to the investments made by Hong Kong’s government in the sector, to position itself as a regional asset management centre. Hayden says there is no question that this region will be the cornerstone of the industry in coming years. “Hong Kong has been Asia’s leading international asset management centre for some time, the government has [made] it a financial services priority for a while,” he says. “For example the offshore funds profits tax exemption.” Sawhney agrees. “Hong Kong has achieved record growth over the last few years in the asset management area. The Securities and Futures Commission is working hard to position it as an asset management centre as opposed to just a market to raise funds, expanding the range of investment products on offer,” he says. Both lawyers say that law firms should be keeping abreast of all the developments happening in the industry, including Robert Sawhney opportunities and risks. SRC Associates “The big opportunity
going forward will be Hong Kong’s relationship with the mainland and PRC fund managers’ activities throughout the region, starting in Hong Kong,” says Hayden. Rolfe Hayden “Increased access in and Simmons & Simmons out of China, the large number of HNWIs in the PRC and continued growth of the fund industry means those firms with the right expertise available in Hong Kong will prosper.” Hayden adds that the overlap between traditional asset management practices and regulatory practices is growing, and due to that firms that want to tap into wealth management should diversify and expand their range of advisory services. “Both traditional and alternative fund managers – local or foreign – need the backup of a wide range of legal services,” he says. “In our experience they prefer the one-stop-shop model. This is a particular challenge for new entrants to the Hong Kong market because a strong Hong Kong law offering across a range of practice groups is not something which can be created quickly.” Nevertheless, as the wealth management legal industry gradually builds up, the prospects for ongoing business remains positive. As the latest ‘World Wealth Report’ states, there will be enough work to sustain more competition in the market. “In Asia-Pacific, China and India will continue to lead the way with economic expansion and growth likely to keep outpacing more developed economies,” the report states. ALB
“Many firms have identified asset management as a growth area. In Hong Kong we have seen a number of new entrants including a number of US firms, trying to establish here” Rolfe Hayden
Simmons & Simmons 47
Jurisdiction Profile NEWS | news >>
Labuan IBFC
New Foundations Law in Labuan ibfc
T
he Labuan Foundations Act 2010 (“LFA”) is the most recent Foundations law. Labuan IBFC is a common law jurisdiction offering not only Trusts but also the civil law solution of a Foundation. There are many similarities and differences between Trusts and Foundations, the differences being in the nature of the solutions. A Trust is not a legal entity; a Foundation is a registered legal entity. A Foundation owns the property concerned. Therefore a Foundation is more structured, governed by its Charter and Articles or Regulations. A Foundation provides more certainty and is less likely to be treated as a sham. Foundations and Trusts can be perpetual. Foundations have stated objects and purposes; often the law prevents the doctrine of ultra vires applying. Trustees may act in breach of Trust or create a fraud on the exercise of a power. If those who administer a Foundation act outside the governing rules of the Foundation, they are personally liable to the Founder and to the Beneficiaries. Trustees have unlimited liability in respect of the Trust; if those who administer a Foundation and the Founder comply with the requirements of the Charter and the Articles, they are not personally liable for the debts of the Foundation. Once a Trust is set up, the interests of the Beneficiaries are paramount, even though the Settlor may provide a letter of wishes. With Foundations, the will and intentions of the Founder may carry more weight and the rights of the Founder are assignable by him.
What does a Labuan Foundation offer which other jurisdictions may not? Confidentiality is of great importance. Under Section 71 LFA, it is a criminal offence with a possible custodial penalty for wrongful disclosure of any information concerning the Foundation. Exceptions include the Labuan Financial Services Authority or Labuan FSA (“the Authority”) in its regulatory capacity, a Court order and information provided with the consent of the Foundation. Further, Labuan is a ‘white listed’ jurisdiction that endorses the OECD ‘level playing field’ approach to the bilateral exchange of tax information
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with foreign tax authorities. But Labuan has safeguards and limitations on the sharing of information which forbids ‘fishing expeditions’. Rights to information are clearly dealt with. Any Officer, or the Secretary, if requested to do so must provide accurate information to the Court, the Authority, Founder, Council member, Supervisory Person or any Beneficiary, except when there is duress. Even then, the Court may restrict the rights of any such individual. Section 73 LFA also provides strict confidentiality requirements on Council members, the Supervisory Person and any Officer and the Secretary. Section 63 LFA provides for confidentiality with regard to disclosure of information to a Beneficiary, if other Beneficiaries have requested this or if the Council, Supervisory Person or officers determine confidentiality to be in the best interests of the Beneficiaries. However, the Court may, on an application by a Beneficiary, order information to be provided (Section 64 LFA). In Section 9 LFA, there are provisions for the amendment of the Charter which go further to provide assistance than in other jurisdictions. Sections 18 and 19 LFA cover the change of name of a Foundation and how this shall not affect the rights or obligations of the Foundation. Sections 23 and 24 LFA cover the redomiciliation of a Foundation into or out of Labuan. Asset protection is also important. Provisions in Section 8 LFA cover what is a fraudulent disposition to a Foundation which will leave the Foundation liable to meet the claims of creditors. The property of a disposition is saved from such a claim if the Foundation was established or registered, or the disposition took place after two years from the date on which the creditor’s cause of action arose. Section 61 LFA prevents a foreign claim or judgment being enforced against a validly established Foundation with particular regard to the personal and proprietary consequences of marriage, succession rights or the claims of creditors in an insolvency. In this way, claims of foreign forced heirship are also protected, as they are for Trusts in many jurisdictions. There are default provisions in Section
65 LFA concerning distribution to a Beneficiary. Unless the Charter and Articles otherwise provide, a valid distribution is made only when the document providing for it is signed by all the Officers. However, all the Officers may delegate the power to one of their number. No such distribution can be made to defeat the claim of any creditor of the Foundation. Sections 67 to 69 LFA provide a good legislative framework for dissolution and entitlement to property remaining at the end of dissolution. Conclusion: the legislation sits well with the new Trusts Act. Both are modern, innovative and sensible. It is good that an Asian jurisdiction offers such opportunities for solutions to a world which needs them.
Marketing Office Labuan IBFC Inc. Sdn. Bhd. (817593D) Suite 2B-11-3, Level 11 Block 2B Plaza Sentral, Jalan Stesen Sentral, KL Sentral 50470 Kuala Lumpur, Malaysia. Tel: +6 03 2773 8977 Fax : +6 03 2780 2077 Email: info@LabuanIBFC.my www.LabuanIBFC.my Written by MARK LEA Managing Director of Lea & White International Advisers Limited Partner of Lea & White International Advisers Limited 12/F HK Diamond Exchange Building 8-10 Duddell Street Central, Hong Kong Tel: 00 852 2528 2097 Fax: 00 852 2840 0480 Email: mark.lea@leawintl.com
Asian Legal Business ISSUE 10.8
NEWS | news >>
www.legalbusinessonline.com
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Feature | employment law >>
The changing tide of the workplace relations landscape ►► Some leading Employment Law/ Dispute Resolution Practices in Asia Jurisdiction Firms Hong Kong Baker & McKenzie Mayer Brown JSM Simmons & Simmons Japan Mori Hamada & Matsumoto Nagashima Ohno & Tsunematsu Nishimura & Asahi Philippines Angara Abello Concepcion Regala & Cruz (ACCRALAW) Platon Martinez Flores San Pedro & Leaño Quisumbing Torres Siguion Reyna Montecillo & Ongsiako India Amarchand & Mangaldas & Suresh A. Shroff & Co Kesar Dass B. & Associates Singapore Freehills Allen & Gledhill WongPartnership Drew & Napier Rajah & Tann
Malaysia ►► employment law highlights 2009-2010 • Retrenchment work picked up during GFC • Greater government restriction on foreign worker policy especially from specific countries such as Bangladesh and Pakistan • Industrial disputes remain high • Employee friendly
Proposed changes /due to come into effect/unconfirmed • Employment Act
1995 amendments • Industrial Relations Act 1967
amendments • Trade Unions Act
1959 amendments
In Malaysia, pro-employee legislation changes to the Employment Act 1995, Industrial Relations Act 1967 and Trade Unions Act 1959 have experienced some amendments, but are still waiting for a breakthrough in parliament after years of debate. “The Industrial Relations Act is still being debated, especially regarding the rights of employees – it’s broad and still very much in 50
As governments and corporations grapple with the changing needs of a globally mobile workforce, Pamela Hamer-Koh looks at recent trends in employment law across Asia-Pacific
A
n attitudinal change toward protecting employee rights is sweeping through a number of jurisdictions in the Asia-Pacific region. Employee-friendly legislation is being hotly debated in some parliaments and enacted in others.
Employee-friendly legislation changes
Introduction of minimum wage and anti-discrimination legislation, and the passing of other pending Employment Act amendments across North and South-East Asia, are clear indications that most jurisdictions are recognising the obligation to respect and protect the rights of workers. “As a general trend, employment law across the Asia-Pacific region
favour of employees,” said Jeff Leong Poon & Wong partner, Wong Kar Hwee. For example, the onus of proving the company’s innocence in terminating an employee in most instances rests with the company. According to Wong, the broadly worded Section 20 of the Act creates a high volume of industrial relations disputes and with legislation amendments minimal, the number of disputes in court remain high.
Singapore ►► employment law highlights 2009-2010 • Maternity and childcare leave legislation changes • Enhanced entitlements and protection for employees • Re-employment of retirees past 62 to 65 years of age • Government policy to strike balance between employer and employee friendly, but comparatively employer friendly
Proposed changes /due to come into effect 2011-2012 Retirement and re-employment legislation
is becoming increasingly employeefriendly,” said the practice leader of Freehills’ Singapore-based Workplace Law and Advisory–Asia group, George Cooper. “Starting with Singapore, we recently saw some significant changes to the Employment Act and maternity leave and childcare legislation that were all quite employee-friendly. In Hong Kong the moves afoot to introduce a minimum wage have been controversial,” he said. “The new Fair Work Act introduced by the Rudd/Gillard government in Australia, as well as new labour contract laws passed in China are further examples of governments enacting better entitlements and protection for employees,” he said. In Singapore, legislation concerning maternity leave and childcare leave has been enhanced, in addition to the 2009 Employment Act amendments that seek to protect a wider scope of employees, and improve entitlements and access to the Ministry of Manpower’s labour court. Drew & Napier director Kelvin Tan says the Singapore government manages a fine balancing act between employee protection and legislative flexibility, in order to cultivate a conducive environment for Kelvin Tan multinational companies. This Drew & Napier is an intrinsic element to the lifeblood of the country’s economy. “I think the law is there to protect employees, certainly. But you hear the government say it from time to time that Singapore is a small country, where multinationals can leave quickly. Therefore there is a need to be flexible about employment practices in Singapore,” he said. Cooper echoes Tan’s view on Singapore’s regulatory climate but maintains most of the changes in regulations and legislation in the region tended to be pro-employee, with a few exceptions. Asian Legal Business ISSUE 10.8
Feature | employment law >>
General trends: globalisation and employee mobility
Another marked trend seen across Asia is growth in employment mobility across borders, international postings and labour migration as the impacts of globalisation are increasingly felt. “I’ve detected over the last few years a greater focus on employment mobility. Companies are becoming more global and they are starting to look at employment as a global issue rather than a domestic issue,” Cooper said. He said the increasingly common practices of senior executives operating across multiple locations, or supporting operations in one country from an office in another, gives rise to a whole range of employment law issues that clients will need assistance with. “I think we will see more of that and I think that eventually, it will flow down to lower levels of employment.” The need for specific and specialised legal advice is heightened where staff are seconded to mainland China – or even where the employment markets straddle both Hong Kong and China, according to Winston & Strawn partner Michael Phillips. “An issue I see commonly now involves employees based in Hong Kong who are increasingly also working in China,” he said. “The [Singapore] government walks a tightrope. They have to strike a balance between ensuring that workers get their fair share of the benefits of growth and, on the other hand, provide workplace flexibility to foster the general prosperity of the country,” Cooper said. Additional legislative changes in Singapore include re-employment legislation for older workers, due to take effect in January 2012. Guidelines have been released by the Singapore government to prepare for the new laws, which will require employers to offer re-employment to their workers past the current retirement age of 62 to 65. According to Cooper, this is legislation that many employers should look out for. “One of the most interesting points in the guidelines is the reference to special assistance payment for employees who cannot be reemployed by the employer once they reach their retirement age. This is a special severance or retirement payment, if you like, and many employers in Singapore would be interested to hear about this,” he said. “The guidelines refer to a minimum payment of $4,500 and a maximum payment of $10,000. It’s not clear that the legislation will exactly reflect www.legalbusinessonline.com
“China introduced a new labour law in 2008 which had some fairly significant changes that are a lot more employee-friendly, so employers need to know if their employees will be subject to the employment laws of the legal jurisdictions of both places. It’s an issue they need to be aware of and
►► Freehills employee relations practice recent awards Chambers Global
top tier firm, 2010
PLC Which Lawyer
top tier firm, 2010 (latest publication, Yearbook 2009)
Asia-Pacific Legal 500
top tier firm, 2010
Best Lawyers
ranked number 1 in Australia, with 9 Freehills Employee Relations lawyers identified as ‘best lawyers’.
“Companies are becoming more global and they are starting to look at employment as a more global issue rather than a domestic one” as it becomes more complicated, clients need lawyers to work through and plan strategically,” he explained.
Post-GFC pick-up
Many lawyers agree that the spike in work predicted at the apex of the GFC was brief, over-hyped and dissipated rather quickly. Many employment practices in Asia experienced a 20% spike in restructuring and redundancy work during the first-half of calendar 2009, but this promptly subsided to normal levels. With most of Asia escaping the brunt of the crisis, this was a common these guidelines and make it compulsory to pay but I think there’s a chance of that. Therefore this is an interesting development, something we should look out for,” he said.
Korea ►► employment law highlights 2009- 2010 • End to monopoly unionism through changes to the Trade Union and Labour Relations Adjustment Act
• Childcare leave expanded through the Equal Employment and Support of Work-Family Reconciliation amendments • Disabled employment requirement increased • Age discrimination complainants enabled with the power to start an investigation • Expanded exception to fixed-term employees
Proposed changes /due to come into effect 2010-2011 • The prohibition on employers paying remuneration to full-time union officials came into effect on 1 July 2010. • The ability for multiple unions to be established at a single worksite will come into effect on 1 July 2011.
George Cooper
Freehills
trend seen amongst many Asian jurisdictions. Now with better times ahead, employment lawyers are keeping busy with a varied range of work. As the dust settles, many companies are now taking the opportunity to re-examine their workplace relations models, documentation and policies, to ensure sufficient workplace flexibility in the aftermath of the GFC – and in the face of continuing market volatility. Also, as hiring picks up secondment issues, employee transfers, outsourcing and setting up licenses to trade have also been keeping employment specialists busy in the region. In Korea, several new laws have impacted the labour market. Most notable is the amendments to the Trade Union and Labour Relations Adjustment Act regarding union representation in the workplace, which are intended to curb union power. The new law regarding trade unions flags the end of government support for union monopolies in the workplace and enables employees the freedom of choice in representation. The expansion of childcare leave has served to significantly advantage employees. The Equal Employment and Support of Work-Family Reconciliation Act which came into effect in February 2010, was amended to allow employees with children who are six years or younger to take childcare leave. The previous cut-off was for parents of three-year old children or younger. “A general trend can be identified in the variety of recent and planned labour law changes,” said Yulchon partner Hee Chul Kang. “It appears to be a combination of proHee Chul Kang business and pro-employee Yulchon legislation, with pro-employee 51
Feature | employment law >>
characteristics sometimes being a side-effect of laws intended to limit union power, rather than a primary goal of legislation.” According to Kang, the Korean economy is strongly integrated into the global economy with many of his clients taking advantage of global employment trends, including using outsourcing and dispatched workers. In addition, he says Korean lawmakers typically benchmark global trends in an effort to better compete with other economies when proposing labour law changes. Other major changes highlighted by Kang regarding employment and labour law regulations in Korea include the Disabled Employment Requirement Increase (effective 1 Jan 2010), where large private employers (defined as 50 or more) are required to increase their disabled employees percentage from 2% to 2.7% by 2014; and amendments to the Prohibition of Age Discrimination in Employment and Aged Employment Promotion Act (effective 1 Jan 2010) where employees facing age discrimination are now able to request an investigation by filing a petition with the National Human Rights Commission. Finally, amendments to the Protection of Fixed-term and Part-time Employees Act (effective 4 Feb 2010) has expanded the list of eligible employees to be included, on the use of the two-year limit exception of fixed-term contracts. Korean firms, like their Asian counterparts, have witnessed only a slight increase in general employment-related advisory work, layoffs and wage reduction schemes during the global financial crisis. On the challenges for employers with the fast-improving economic conditions, Yulchon partner Sang Wook Cho expects strong growth in the coming months, with bullish sentiment floating the Korean marketplace. “In the wake of the GFC many of our clients have been looking for new opportunities through deals such as mergers and acquisitions,” Cho says. “Acquiring new employees through these deals may lead to unexpected employment-related liabilities, such as severance payment obligations. These kinds of liabilities can give rise to deal-
breaking scenarios, and we strongly recommend that due diligence for merger or acquisition or other deals in Korea include a thorough employment component,” he says.
Hong Kong
Japan ►► employment law highlights • Labor Standard Law (amended) • Child-care and Family-care Leave Act (amended)
Proposed changes/ due to come into effect Employee Dispatch Law (still pending)
►► employment law highlights 2009-2010 • Race discrimination legislation operative • Minimum wage legislation enacted • Unfair dismissals (case authority) • Employer friendly
Proposed changes/due to come into effect 6-12 months (estimate) Minimum wage legislation
Changes are slowly unfurling in favour of the employee in Hong Kong but the region still has a long way to go. “The high amount of work predicted at the apex of the GFC didn’t come to pass for employment law practitioners in Hong Kong even though there have been company failures and employees rights have to be dealt with,” Michael Phillips Winston & Winston & Strawn Partner Strawn Michael Phillips says. “This goes to the core of Hong Kong employment law. Compared to other legal systems, it is relatively benign, or employer-friendly. So while employees do have a number of rights, in practice it’s not difficult to terminate someone’s employment in Hong Kong without the threat that such action will be challenged as it can be in other jurisdictions such as the UK, Europe or Australia. Basically in Hong Kong, if you give the required notice period and you pay the employee his or her statutory and contractual entitlements, you can’t really challenge a termination of employment. In for example Australia and the UK, one has to act reasonably. In Hong Kong, there is no requirement to act reasonably as such,” he says.
In Japan, several labour-related laws have taken a pro-employee turn with the Labour Standard Law and the Childcare and Family-care Leave Act facing recent amendments. On 1 April, a series of amendments to the Japanese labour standards law came into force with the objectives of reducing overtime work achieved by imposing additional controls and restrictions on employers. “New overtime allowance ratios have been introduced and annual leave by hourly basis is now available,” Mori Hamada & Matsumoto partner Chisako Takaya says. Other significant legislation changes involve the Childcare and Family-care Leave Act amendments– which entail introducing mandatory short-time and no-overtime arrangements for employees responsible for children younger than three years. In addition, restrictions on childcare leave on fathers have been loosened. Special leave could now be granted for employees who need time off to care for their sick children or members of their families. A law that is still in discussion is the new restrictive requirements for employee dispatch arrangements, expected to come into force soon. And Takaya notes that the trend in Japan is similar to most of the region, in terms of legislative changes that favour employees. “In Japan, labour-related laws are basically pro-employee and employers do not have much flexibility in terminating employment or changing employment conditions. Therefore, generally speaking, even after GFC, employers in Japan are still careful about re-hiring,” she says. Takaya says during the apex of the financial crisis, the number of individual labour disputes rose and currently, M&A related employment issues, individual labour disputes, redundancies and restructurings are the work that is keeping her practice busy. Opinion among Takaya’s clients is mostly that employment laws are tipped far too much towards the employee’s favour. “Without easing of labourrelated laws in Japan, companies in Japan may lose competitive power,” she says. ALB
►► Asia- Pacific ALB Award Winners (Employment law awards) Country Firm Relevant award Australia Harmers Workplace Lawyers Employment Specialist Firm of the Year (ALB Australasian Awards 2010- Winner) Hong Kong Simmons & Simmons Employment Law Firm of the Year (ALB HK Awards 2010- Winner)
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Asian Legal Business ISSUE 10.8
Profile Feature | employment law >>
The Westin Miyako Kyoto
The Westin Miyako Kyoto
L
ocated within a sprawling 19 acre Japanese garden The Westin Miyako Kyoto is a picture of serenity. The hotel which has been graced by statesmen, dignitaries and celebrities (of which Prince Charles, Ronald Reagen and the Dalai Lama are but three) offers business and leisure travelers alike both an opportunity to relax and recharge but also one of the best views available of Japan’s ancient capital.
Picture perfect Overlooking the majestical Higashiyama mountain range, guests are in the perfect location to take in all the breathtaking panoramic scenery that Japan’s ancient capital, Kyoto, has to offer. But of course, The Westin Miyako Kyoto offers much more. Five-star service standards that rival and surpass hotels in Tokyo and spacious rooms that can only be described as heavenly. Upon entering The Westin Miyako Kyoto’s palatial lobby, guests know that they are set to experience all the luxurious best that has become a trademark of the Westin brand. Throughout the hotel, the old and the new are perfectly married. From the ancient parables which adorn the hotel entrance to the Aoi-den garden, designed by famous landscape architect Hakuyo Ogawa, Kasui-en garden and the Japanese-style room Karakuan, these facilities speak to the prestige of The Westin Miyako Kyoto- something which few other hotels in Japan can offer. www.legalbusinessonline.com
Leaders in innovation But as much as The Westin Miyako Kyoto is known for its picturesque surroundings or its supreme intermingling of the modern and ancient Japan, where the hotel really sets itself apart from other five-star establishments is its innovation in customer service. While staying at The Westin Miyako Kyoto travelers will feel as if they are the hotel’s one and only guest- such is the personalised service that The Westin Miyako Kyoto hotel offers. For instance, the service express system, makes one’s stay at the hotel as easy and convenient as a stay in one’s own house. This service enables guests to order any of the hotel’s services at the touch of a button- exactly the tonic for the weary traveler who has come to The Westin Miyako Kyoto to escape the hustle and bustle of bigger cities like Tokyo. Of course, being one of the most renowned hotels in Japan, The Westin Miyako Kyoto offers all the services you would expect in five-star hotels – with a difference. Everything The Westin Miyako Kyoto does or every service the hotel offers is done so with a meticulous attention to detail that has come to define The Westin Miyako Kyoto throughout its 120 year history. 24 hour credit card payment and room service, personalised guest voicemail, a bevy of world-class restaurants and bars [seven to be exact, offering everything from traditional Japanese fare to expertly
prepared chinese, western and fusion dishes – not to mention a wide selection of the finest spirits and cocktails], business and fitness facilities that cater for everyone’s needs, as well as the Westin ‘executive club’ which is simply without peer in the Japanese hotel industry. Of course, it would be remiss not to mention two other features for which The Westin Miyako Kyoto has become renowned – its ‘heavenly bed’ and ‘heavenly bath’ which as the names imply are simply divine. The heavenly bed is just right for an absolutely perfect night’s sleep. Developed by the hotel after extensive research, the beds, which are a simmons special order mattress, are just the right dimensions to ensure that sleeping in The Westin Miyako Kyoto is as close to one can come to sleeping on a cloud. Similarly, the heavenly bath offers guests are truly invigorating experience. Speakman shower heads will massage your body and wash all earthly troubles away. These features, and every other aspect of the hotel, typify the innovation and originality with which The Westin Miyako Kyoto delivers customer service. The Westin Miyako Kyoto Keage, Sanjo Higashiyama-ku Kyoto, Kyoto 605-0052, Japan Phone: (81)(75) 771-7111 Fax: (81)(75) 751-2490 Email: communications@westinmiyako-kyoto.com
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Feature | interview >>
citi Deals of the year: ►► 1. The Sumitomo Trust & Banking– Nikko Asset Management Acquisition: US$1.26bn Firm: Anderson Mori & Tomotsune Client: Citigroup/Nikko Asset Management Role: Japanese counsel Firm: Davis Polk & Wardwell Client: Citigroup/Nikko Asset Management Role: Counsel to vendor Firm: Mori Hamada & Matsumoto Client: Sumitomo Trust & Banking Role: Japanese counsel Firm: Paul Weiss Client: Citigroup Role: Counsel to vendor Firm: Kim & Chang Client: Sumitomo Trust & Banking Role: Advisor on Korean anti-trust law Firm: Paul Hastings Client: Warburg Pincus
►► 2. Sumitomo Mitsui Financial Group–Nikko Cordial Acquisition: US$8.7bn Firm: Skadden Client: Sumitomo Mitsui Financial Group Role: International Counsel Firm: Nagashima Ohno & Tsunematsu Client: Sumitomo Mitsui Financial Group Role: Japanese counsel Firm: Paul Weiss Client: Citigroup/Nikko Citi Holdings Role: International counsel Firm: Nishimura & Asahi Client: Citigroup/Nikko Citi Holdings Role: Japanese counsel
►► 3. Nomura Trust–Nikko Citi Trust acquisition : US$197m Firm: Nagashima Ohno & Tsunematsu Client: Nikko Citi Trust Role: Advisor on Japanese law Firm: Paul Weiss Client: Citigroup/Nikko Citi Trust Firm: Sullivan & Cromwell Client: Nomura Trust & Banking Co
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“There is a uniqueness to how things are done in Japan that is difficult for people overseas to understand. There are cultural, market practices and regulatory expectations that must be addressed. On top of this we need to try and understand things from new York or Hong Kong’s point of view” Asian Legal Business ISSUE 10.8
Feature | interview >>
In-house perspective
Akiko Yamahara, Citi Japan:
Staying close to the business Citigroup Global Markets Japan’s general counsel Akiko Yamahara explains how she kept a legal team together through one of the biggest mergers in Japanese corporate history
A
ll general counsels aspire to being as close to their company’s core business as possible, but few can say they are as physically close as Citi Japan’s Akiko Yamahara. “Unlike some other general counsels, I don’t sit in an office far away from the centre of activity. My office is actually on the trading floor," she says. “I can see our business being done every second of the day and it’s usual for traders, bankers and our CEO to wander in and out of my office throughout the day… it keeps each and every day interesting, diverse and very busy.” Yamahara and her 40-strong legal team have certainly been busier than most in-house departments over the last 18 months. She has been recently elevated to the position of chief country legal counsel for Japan, meaning she now is responsible for all the legal issues generated by the bank’s investment banking, corporate & commercial, and cards and consumer banking businesses. Yamahara was also heavily involved in a few of the largest transactions in the country's banking history – the sale of three of Citi’s Japanese business units.
Dealmaker
In early 2009, Citi announced that it would be splitting its global operations www.legalbusinessonline.com
into ‘core’ and ‘holdings’ units. In Japan, this entailed the end of the decade-long joint venture between Citi and Nikko Cordial and the sale of three businesses: Nikko Citi Cordial, Nikko Asset Management and Nikko Citi Trust. As the business would be sold to different purchasers, each entity would close simultaneously on 1 October, 2009. “Each of the transactions was huge, complex and somewhat overwhelming,” Yamahara recalls. “Not only did we have to negotiate with different buyers and ensure each sale closed simultaneously, but we also had to split apart a joint venture that had been around for ten years and was quite closely connected on a number of different levels – from operations to human resources and IT systems.” It was this latter aspect of the process – the fact that Citi and Nikko’s operations had become so intertwined – that made the deal especially challenging for Yamahara and her team. “The question we had to grapple with at the time was how to split apart the joint venture and sell it along with the Nikko Cordial business,” she says. “The whole process was so complex and heavily lawyered to ensure that things were done properly. We also had to create a series of bridge agreements to ensure that we preserved alliances.”
Multi-tasking
But of course, these transactions were not the only thing that Yamahara and her team had on their plate at the time. Despite the fact the bank itself was in the process of reorganisation, it was still very much business as usual for its investment banking division. “We had the de-merger to deal with in addition to our day-to-day work and at the time things were really starting to take off. The market was just starting to emerge from a horrible 18 months after the Lehman shock and we saw a number of really chunky equity offerings. On the debt side quite a few quasi-governmental organisations and foreigner issuers entered, or re-entered the Samurai market… it was a logistical nightmare at the time but I think we’ve all come out of this much better, and definitely more knowledgeable, for the experience.”
Value-add
Yamahara is unequivocal when she says that external counsel played a huge role in helping her and the team weather what was an undeniably busy 18 months. While their counsel on these transactions was an important factor, it was advice outside of these deals which was critical. “It was so important to me in this period, and really throughout my career, to have a network of sources that 55
Feature | interview >>
can be tapped whenever I need quick advice,” she said. “As a general counsel, it is indispensable to have partners who you can reach out to and who will reach out to you regardless of whether there is a transaction in sight.” It’s no surprise that Yamahara prefers to appoint external counsel who take a ‘relationship’ rather than a strictly ‘transactional’ approach. “Ideally, we’d like to have relationships with external counsel who not only have a relationship with me and my in-house team, but also with our bankers," she says. “The best type of value-adding external counsel can offer to someone in my position is to work closely with the people producing and creating financial products, from the initial stages of an idea right through to its structuring and implementation.”
Proving worth in-house
In an environment where in-house budgets and resources have been slashed due to the financial crisis,
“Not only did we have to negotiate with different buyers and ensure each sale closed simultaneously, we also had to split apart a joint venture that had been around for ten years and was quite closely connected on a number of levels” Yamahara believes that there is a similar onus on general counsel to demonstrate ‘value-add’ to their companies. Although she does concede that this is far more difficult to achieve for those in-house, a key factor is immersing oneself as deeply into the business as possible, irrespective of whether or not there are purely legal matters at play. “You really need to make yourself as available as possible, and avoid passing up something just because there are no legal issues on the surface. Nine times out of ten, the legal issues will be there under the surface and they can be elevated straight away,” she says.
Keio Plaza Hotel Sapporo Conveniently located in the heart of the thriving business, shopping, and entertainment district, this downtown Sapporo hotel offers immaculate accommodations with beautiful views of the surrounding metropolis. 56
Yamahara cites connectivity as one of the biggest challenges she faces in her role: staying abreast of developments in the US, as well as across the rest of Asia, and taking those who are unfamiliar with Japan through the 'insand-outs' of what can be a complicated and insular financial market. “There is a uniqueness to how things are done in Japan that is difficult for people overseas to understand. There are cultural, market practices and regulatory expectations that must be addressed,” she says. “On top of this we need to try and understand things from New York or Hong Kong’s point of view. Striking a balance between this local uniqueness and global expectations is critical.” ALB
Keio Plaza Hotel Sapporo Nishi 7chome, Kita 5jo, Chuoku Sapporo City, HOKKAIDO JAPAN www.keioplaza-sapporo.co.jp Asian Legal Business ISSUE 10.8
Feature | interview >>
The most high-profile legal event of the year Join the who’s who of in-house counsel, business and law at the 9th annual The Macallan ALB Hong Kong Law Awards 2010. Secure your place at the most popular night on the legal industry calendar and enjoy a gourmet dinner, fine wines, world class entertainment as well as invaluable networking opportunities. Celebrate the achievements and successes of the past twelve months as the winners for 2010 are announced.
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MARKETdata DATA| M&A | M&A market >>>>
In association with
M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (June 25, 2010 - July 23, 2010) Announcement Date
Target Company
30-Jun-10
OJSC Polyus Gold
Target/Seller Legal Advisor
Bidder Company
Bidder Legal Advisor
KazakhGold Group Ltd
Debevoise & Plimpton
Seller Company
Deal Value (USDm) 10,238
Advising financial advisor (BMO Capital Markets Corp): Skadden Arps Slate Meagher & Flom 15-Jul-10
Dimension Data Holdings Plc
Eversheds
Nippon Telegraph and Telephone Corporation
Linklaters; Webber Wentzel
2,822
1-Jul-10
Parkway Holdings Ltd (74.73% Stake)
WongPartnership
Fortis Healthcare Ltd
AZB & Partners; Rajah & Tann; Stamford Law Corporation
2,626
Advising financial advisor (Morgan Stanley): Shook Lin & Bok Singapore
Advising finanical advisors (Macquarie Group; Royal Bank of Scotland): Drew & Napier
19-Jul-10
Healthscope Ltd
Minter Ellison; Sullivan & Cromwell
The Carlyle Group; and TPG Capital
Freehills
2,284
5-Jul-10
Centennial Coal Company Ltd (80.1% Stake)
Freehills
Banpu Public Co Ltd
Norton Rose
1,891
12-Jul-10
Mangistau Investments BV (50% Stake)
Advising seller: Norton Rose
JSC KazMunaiGas Exploration Production
Field Fisher Waterhouse; Olympex Advisers
16-Jul-10
Titan Chemicals Corp Bhd
Kadir, Andri & Partners
Honam Petrochemical Corporation
Yulchon; Zaid Ibrahim & Co
5-Jul-10
Reliance Natural Resources
5-Jul-10
Sucrogen Ltd
30-Jun-10
Shandong Expressway Operation & Management Co Ltd; and Shandong Weilai Expressway (51% Stake)
Notes:
NC KazMunaiGaz
1,660
1,625
Reliance Power Ltd Advising seller: Freehills
1,539
Wilmar International Limited
Minter Ellison
Shandong Expressway Co Ltd
CSR Ltd
1,469
Shandong Expressway Group Co Ltd
1,106
Top deals table includes lapsed and withdrawn bids, and is based on geography of either target, bidder or seller company being Asia-Pacific•Quarterly trend graph excludes lapsed and withdrawn bids, and is based on dominant geography of target only being Asia-Pacific•League tables are based on geography of either target, bidder or seller company being Asia-Pacific. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value • Statistics 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 statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.
League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - July 23, 2010) Rank
House
League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - July 23, 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
18,297
38
1
House UBS Investment Bank
33,796
30
1,134
38
2
Goldman Sachs
18,412
30
4,065
27
1
AZB & Partners
2
DLA Piper
3
Freehills
19,991
33
3
KPMG
4
Mallesons Stephen Jaques
23,449
29
4
Deutsche Bank
30,029
26
5
WongPartnership
8,354
25
5
JPMorgan
32,513
24
6
Minter Ellison
5,906
25
6
Ernst & Young
1,712
24
7
Baker & McKenzie
11,819
24
7
Deloitte
6,880
22
8
Kim & Chang
3,727
24
8
Morgan Stanley
31,802
21
9
Jones Day
3,311
24
9
Credit Suisse
17,836
21
10
Norton Rose
42,269
22
10
Macquarie Group
24,499
20
Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 23 July 2010
Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 23 July 2010
Asia-Pacific M&A Activity - Quarterly Trends 900
200,000 180,000
800
Value (USDm) Volume
140,000
700 600
120,000
500
100,000
400
80,000
300
60,000
200
40,000
100
20,000 0
58
Number of deals
Value (USDm)
160,000
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*
0
AsianLegal LegalBusiness BusinessISSUE ISSUE 10.8 Asian 10.8
MARKET DATA | |M&A M&A>> >> market data
In association with
Notes:
League tables are based on geography of either target, bidder or seller company. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value•Statistics 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 statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.•Q3 10* = 1 July 2010 to 23 July 2010
League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - July 23 , 2010) Rank
House
Value (USDm)
League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - July 23, 2010)
Deal Count
Rank
Value (USDm)
Deal Count
1
DLA Piper
404
21
1
Deutsche Bank
House
8,055
11
2
Jones Day
2,502
14
2
KPMG
2,178
11
3
Freshfields Bruckhaus Deringer
4,235
13
3
Optima Capital
715
9
4
Slaughter and May
40,574
10
4
China International Capital
13,803
8
5
King & Wood
1,411
10
5
JPMorgan
11,088
8
6
Grandall Legal Group
630
7
6
Credit Suisse
7,668
8
7
Herbert Smith/Gleiss Lutz/Stibbe
38,731
6
7
Morgan Stanley
6,785
8
8
Haiwen & Partners
9,268
6
8
Goldman Sachs
4,231
6
9
Linklaters
8,525
6
9
UBS Investment Bank
3,625
5
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
League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - July 23, 2010) Rank
House
League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - July 23, 2010)
Value (USDm)
Deal Count
Rank
10,095
34
1
House Nomura Holdings
Value (USDm) 12,661
Deal Count 38
1
Mori Hamada & Matsumoto
2
Nagashima Ohno & Tsunematsu
8,384
19
2
Mizuho Financial
2,516
25
3
Nishimura & Asahi
7,363
19
3
Daiwa Securities
1,831
17
4
TMI Associates
2,115
12
4
Sumitomo Mitsui Financial
2,047
16
5
Anderson Mori & Tomotsune
6,012
11
5
GCA Savvian
1,429
11
6
Morrison & Foerster
4,293
9
6
Morgan Stanley
6,143
10
7
Skadden Arps Slate Meagher & Flom
8,250
7
7
JPMorgan
7,891
8
8
Shearman & Sterling
7,181
7
8
Goldman Sachs
4,328
7
9
Baker & McKenzie
379
7
9
KPMG
732
7
10
Freshfields Bruckhaus Deringer
3,526
5
10
PricewaterhouseCoopers
535
6
Value (USDm)
Deal Count
Rank
Based on geography of either target, bidder or seller company being Japan
League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - July 23, 2010) Rank
House
League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - July 23, 2010) House
Value (USDm)
Deal Count
1
AZB & Partners
18,297
38
1
Ernst & Young
554
10
2
Amarchand & Mangaldas & Suresh A Shroff & Co 4,875
18
2
ENAM Securities
541
8
3
Desai & Diwanji
797
14
3
Barclays Capital
14,005
6
4
Khaitan & Co
1,091
7
4
UBS Investment Bank
13,529
6
5
Tatva Legal
438
7
5
HSBC
11,993
6
6
Trilegal
403
7
6
Deloitte
239
6
7
Allen & Overy
12,578
5
7
Avendus Capital
98
6
8
J Sagar Associates
306
4
8
Morgan Stanley
16,325
5
9
Linklaters
12,170
3
9
Standard Chartered
13,026
5
10
Luthra & Luthra Law Offices
3,751
3
10
ICICI Bank
681
5
Based on geography of either target, bidder or seller company being India
League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2010 - July 23, 2010) Rank
House
League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - July 23, 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
1
WongPartnership
8,354
25
1
House CIMB Group
8,093
12
2
Allen & Gledhill
5,952
17
2
Morgan Stanley
5,465
7
3
Stamford Law
3,854
8
3
HSBC
3,100
7
4
AZB & Partners
3,901
7
4
Deloitte
851
7
5
Rajah & Tann
3,765
5
5
Deutsche Bank
5,829
6
6
Clifford Chance
1,663
5
6
Credit Suisse
4,928
6
7
Linklaters
628
4
7
Goldman Sachs
4,854
6
8
Allen & Overy
562
4
8
OSK Investment Bank
576
6
9
Shook Lin & Bok Singapore
5,504
3
9
UBS Investment Bank
6,044
5
10
Drew & Napier
2,994
3
10
Rothschild
1,958
5
Based on geography of either target, bidder or seller company being Southeast Asia
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59
market data | capital markets >>
Equity Capital Markets TRANSACTIONS List
Asia, inc Japan, ex Australia & New Zealand 27 June – 24 July Proceeds Issuer Issue date (USDm)
Currency
Bookrunner(s)
Sector
Hongkong & Shanghai Bank (HK); ICBC (Hong Kong); UBS (Hong Kong) HSBC Holdings PLC CCB International Capital Ltd UBS Securities Inc; DSP Merrill Lynch Ltd; Citibank NA (India); Enam Securities; ICICI Securities & Finance Co; IDFC-SSKI Ltd; Kotak Mahindra Capital Co; Morgan Stanley
Financials Consumer Staples Materials
IND IND IND USD IND
Credit Suisse; CLSA ECM; IIDFC; Morgan Stanley HSBC Investment Bank Asia Ltd; Kotak Mahindra Finance Ltd IDFC-SSKI Ltd; JM Financial Group Jefferies International Ltd Edelweiss Capital; Kotak Mahindra Capital Co
Financials Consumer Staples Financials Energy and Power Media and Entertainment
IDR IDR IDR IDR
Dinamika Usahajaya PT BAHANA SECURITIES; PT CIMB Securities Indonesia Recapital Securities PT OSK Nusadana Securities
Retail Financials Financials Materials
HONGKONG Guotai Junan(Hong Kong)Ltd Global Bio-chem Tech Grp Co Chiho-Tiande Group Ltd
226.5 89.3 78
06/29/10 07/08/10 07/05/10
HKD HKD HKD
Adani Enterprises Ltd
848.2
07/21/10
IND
570.1 115.0 81.5 75.0 57.9
06/29/10 06/28/10 07/16/10 07/08/10 07/15/10
1,363.1 160.0 56.3 53.1
06/28/10 06/30/10 06/29/10 07/01/10
India IDFC GCPL Dhanalakshmi Bank Ltd Shiv-Vani Oil & Gas Explor Hindustan Media Ventures Ltd Indonesia Golden Retailindo Tbk PT Bank Jabar Banten Tbk PT Bank Eksekutif Intl Tbk PT Indopoly Swakarsa Industry PT Japan Mizuho Financial Group Inc Malaysia CMMT Lafarge Malayan Cement Bhd Telekom Malaysia Bhd Philippines Semirara Mining Corp Korea
Consumer Products and Services
8,797.6
07/13/10
JPY
Mizuho Securities Co Ltd; Nomura Securities
Financials
246.4 185.4 180.8
07/08/10 07/16/10 07/21/10
MYR MYR MYR
JPMorgan Securities (Malaysia); CIMB Investment Bank Bhd; Maybank RBS Nomura Singapore Ltd; Maybank Investment Bank Bhd
Real Estate Materials Telecommunications
BDO Capital Investment Corp
Materials
95.1
07/09/10
PHP
ChinHung International Inc
133.0
07/22/10
KRW
iMarketKorea Inc Taiwan Taiwan Mobile Co Ltd
113.5
07/19/10
KRW
Woori Invest & Sec Co Ltd; Shinhan Investment Corp; Korea Investment & Securities; Hyundai Securities Co Ltd; Dongyang Securities Mirae Asset Securities
60.5
07/02/10
TWD
Goldman Sachs International
Industrials Financials Telecommunications
DEBT CAPITAL MARKETS TRANSACTIONS LIST
Asia, inc Japan, ex Australia & New Zealand 27 June – 24 July Issuer
Issue date
Currency
445.7 363.5 300 203.6 150.2
07/09/10 07/09/10 07/18/10 07/07/10 07/19/10
USD USD USD CNY USD
State Bank of India-London
997.1
07/22/10
USD
Power Grid Corp of India Ltd
615.9
07/06/10
INR
ICICI Bank Ltd - Hong Kong Br
500.0
07/08/10
USD
Rural Electrification Corp Ltd
425.4
07/07/10
INR
Power Finance Corp Ltd
332.5
07/20/10
INR
Indiabulls Finl Svcs Ltd
269.4
07/05/10
INR
Power Finance Corp Ltd
236.3
07/02/10
INR
NABARD
139.0
07/05/10
INR
NABARD
129.2
06/30/10
INR
Indian Bank
108.2
06/28/10
INR
Union Bank of India
108.2
06/28/10
INR
Bank of Baroda National Housing Bank
107.7 107.2
06/30/10 07/12/10
INR INR
Bookrunner(s)
Sector
Citi; JP Morgan Citi; HSBC Holdings PLC; JP Morgan Credit Agricole CIB Bank of China Ltd Citi; JP Morgan
Financials Consumer Products and Services Financials Industrials Financials
IFCI Ltd
107.1
07/14/10
INR
HDFC
106.1
07/19/10
INR
Export-Import Bank of India
100.0
07/07/10
INR
86.6 74.7 64.9 53.4 53.3
06/29/10 07/08/10 07/02/10 07/08/10 07/23/10
INR INR INR INR INR
Banc of America Securities LLC; Citigroup Global Markets Inc; Deutsche Bank AG; HSBC Holdings PLC; RBS; UBS Investment Bank Standard Chartered Bk (India); ICICI Sec Primary Dealership; Darashaw & Co Ltd; Kotak Mahindra Bank Ltd; HSBC India; Axis Bank Ltd; Trust Investment Advisors; Almondz Global Securities Ltd; SBI Capital Markets Ltd; AK Capital Services Ltd; LKP Shares & Securities Ltd; ICICI Bank Ltd Banc of America Securities LLC; Deutsche Bank (Singapore); HSBC Holdings PLC Standard Chartered Bk (India); Yes Bank Ltd; Axis Bank Ltd; Barclays Bank PLC; Trust Investment Advisors; Almondz Global Securities Ltd; Deutsche Bank (India); ICICI Bank Ltd Barclays Bank PLC; Axis Bank Ltd; ICICI Securities & Finance Co; Trust Investment Advisors; Almondz Global Securities Ltd; ICICI Bank Ltd; Kotak Mahindra Finance Ltd; LKP Merchant Financing; SPA Merchant Bankers; AK Capital Services Ltd; Yes Bank Ltd; Edelweiss Capital; Darashaw & Co Ltd; Sec Trading Corp of India; R.R. Financial Consultants; Deutsche Bank (India); Real Growth Projects Ltd; Standard Chartered Bk (India) Axis Bank Ltd; AK Capital Services Ltd; ICICI Bank Ltd Barclays Bank PLC; Standard Chartered Bk (India); AK Capital Services Ltd; Trust Investment Advisors; ICICI Bank Ltd; HSBC India; ICICI Sec Primary Dealership; Edelweiss Capital; Axis Bank Ltd; Deutsche Bank (India); Kotak Mahindra Bank Ltd; LKP Shares & Securities Ltd; Yes Bank Ltd UBS AG; Yes Bank Ltd; Axis Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; ING Vysya Bank; Barclays Bank PLC; ICICI Bank Ltd Axis Bank Ltd; Barclays Bank PLC; Deutsche Bank (India); Trust Investment Advisors; ICICI Sec Primary Dealership Yes Bank Ltd Kotak Mahindra Finance Ltd; AK Capital Services Ltd; ICICI Sec Primary Dealership; Axis Bank Ltd; ICICI Bank Ltd AK Capital Services Ltd; Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; ING Vysya Bank ICICI Bank Ltd; ING Vysya Bank Trust Investment Advisors; Almondz Global Securities Ltd; Axis Bank Ltd; Religare Capital Markets Ltd; BNK Capital Markets Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Kotak Mahindra Finance Ltd Axis Bank Ltd; ICICI Sec Primary Dealership; Standard Chartered Bk (India); Taurus Finsec Pvt Ltd; Trust Investment Advisors Axis Bank Ltd Axis Bank Ltd Barclays Bank PLC; Trust Investment Advisors; IDBI Capital Markets Services; ING Vysya Bank Yes Bank Ltd Trust Investment Advisors
646.6 350.0 330.0 330.0 275.0 1,998.3 1,316.6 1,136.2 1,131.3 1,128.6 1,025.7
07/22/10 06/30/10 07/06/10 07/08/10 07/08/10 07/14/10 07/23/10 07/14/10 07/14/10 07/09/10 07/02/10
USD USD IDR IDR IDR USD JPY USD JPY JPY JPY
Citigroup; DBS Bank Ltd; Deutsche Bank AG; HSBC Holdings PLC; RBS Deutsche Bank (Singapore); Credit Suisse (Singapore) Ltd PT BAHANA SECURITIES; PT Mandiri Sekuritas; Danareksa Sekuritas; Trimegah Securities Tbk PT PT BAHANA SECURITIES; PT Indo Premier Securities; Trimegah Securities Tbk PT Danareksa Sekuritas; PT Mandiri Sekuritas; Trimegah Securities Tbk PT Barclays Capital; Citi; Goldman Sachs & Co; Credit Suisse Daiwa Sec Capital Markets Deutsche Bank Securities Corp; BNP Paribas SA; RBS Mizuho Securities Co Ltd Nikko Cordial Securities Inc Mizuho Securities Co Ltd; Daiwa Sec Capital Markets
Telecommunications Materials Telecommunications Financials Energy and Power Financials Government and Agencies Financials Financials Financials Financials
571.9 564.5 519.1 400.3 362.6 344.7 343.1 343.1 342.0 338.4 295.4 287.5 285.9 285.9 284.9 282.0 230.0 230.0 230.0 229.8 228.8 228 228
07/15/10 07/09/10 06/29/10 07/23/10 07/02/10 07/22/10 07/15/10 07/15/10 07/07/10 07/13/10 07/14/10 07/21/10 07/23/10 07/23/10 07/02/10 07/13/10 07/21/10 07/21/10 07/21/10 07/22/10 07/15/10 07/07/10 07/07/10
JPY JPY JPY JPY AUD JPY JPY JPY JPY JPY CNY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY
Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley Citigroup Global Markets Inc Nomura Securities Mizuho Securities Co Ltd Mizuho Securities Co Ltd Mizuho Securities Co Ltd Daiwa Sec Capital Markets China Citic Bank; Industrial & Comm Bank China Mizuho Securities Co Ltd; Daiwa Sec Capital Markets Mizuho Securities Co Ltd Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Mizuho Securities Co Ltd Nikko Cordial Securities Inc Citigroup Global Markets Japan Nikko Cordial Securities Inc Mizuho Securities Co Ltd Nomura Securities Daiwa Sec Capital Markets
Financials Financials Financials Industrials Financials Industrials Energy and Power Financials Energy and Power Government and Agencies Industrials Industrials Government and Agencies Government and Agencies Consumer Staples Financials Materials Materials Financials Industrials Financials Energy and Power Energy and Power
LIC Housing Finance Ltd LIC Housing Finance Ltd IDBI Bank Ltd Ballarpur Industries Ltd Export-Import Bank of India Indonesia Indosat International Finance Berau Capital Resources PTE Telkom Indonesia Eximbank PerusahaanListrik Negara Sumitomo Mitsui Banking Corp Japan Housing Finance Agency TAOT 2010-B Mizuho Corporate Bank Ltd Sumitomo Mitsui Banking Corp Orix Corp JAPAN Sumitomo Trust & Banking Bank of Tokyo-Mitsubishi UFJ SMBC's 21st RMBS Mitsubishi Corp Toyota Motor Credit Corp Kintetsu Corp Kansai Electric Power Co Inc Nissan Financial Services Tokyo Electric Power Co Inc JFM DongFeng Motor Co Ltd East Nippon Expressway Co Ltd JFM JFM Suntory Holdings Ltd Yamaguchi Financial Group Inc Oji Paper Co Ltd Oji Paper Co Ltd Orix Corp JTEKT Corp Nissan Financial Services Chubu Electric Power Co Inc Tokyo Electric Power Co Inc
60
Proceeds (USDm)
HONGKONG Bank of East Asia Ltd Li & Fung Ltd FPMH Finance Ltd Hopewell Highway Bank of East Asia Ltd India
Financials Energy and Power Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Materials Financials
Asian Legal Business ISSUE 10.8
market data | capital markets >> Metropolis of Tokyo Metropolis of Tokyo Kanagawa Prefecture JFM Yamaguchi Financial Group Inc Toyota Motor Credit Corp Japan Housing Finance Agency Genesis Trust 2010 Japan Housing Finance Agency Kansai International Airport Kansai International Airport East Japan Railway Co East Japan Railway Co Odakyu Electric Railway Co Ltd City of Yokohama Japan Housing Finance Agency Sapporo Holdings Ltd Mitsui Fudosan Co Ltd Sumitomo Metal Industries Ltd City of Kawasaki City of Kitakyushu Sotetsu Holdings Inc Sotetsu Holdings Inc Kansai International Airport JFM Michinoku Bank Mitsubishi Estate Co Ltd Chugoku Electric Power Co Inc SBI Holdings Inc Orix Corp Suntory Holdings Ltd City of Fukuoka Japan Real Estate Investment NBB Ijarah Nippon Accommodations Fund Inc Tokyo Tomin Bank Ltd Toyota Motor Credit Corp ITOCHU ENEX Co Ltd ITOCHU ENEX Co Ltd Fuji Oil Co Ltd JFM JFM Monex Group Inc Malaysia Ara Bintang Berhad Sports Toto Malaysia Bhd Bank CIMB Niaga Tbk PT Sabah Development Bank Bhd Philippines PLDT Smart Communications Inc Singapore Temasek Financial (I) Ltd Temasek Financial (I) Ltd Housing & Development Board Singapore Airlines Ltd SPIAA WBL Corp Ltd Goodpack Ltd
227.9 227.8 225.8 225.6 225.6 218.3 201.4 185.6 182.2 172.3 172.3 169.3 169.3 169.3 169.3 162.9 135.3 115.5 115.5 115.4 115.4 115.0 115.0 114.9 114.4 114.4 114.4 114.0 114.0 114.0 114.0 113.2 113.1 100.0 80.1 68.6 60.0 57.5 57.5 57.2 57.2 57.2 57.0
07/02/10 07/07/10 07/09/10 07/13/10 07/13/10 07/15/10 07/08/10 06/30/10 07/08/10 07/22/10 07/22/10 07/09/10 07/09/10 07/09/10 07/09/10 07/08/10 07/13/10 07/16/10 07/16/10 07/16/10 07/16/10 07/21/10 07/21/10 07/22/10 07/23/10 07/23/10 07/23/10 07/07/10 07/07/10 07/02/10 07/02/10 07/08/10 07/14/10 07/06/10 07/23/10 07/15/10 07/15/10 07/21/10 07/21/10 07/15/10 07/23/10 07/23/10 07/05/10
JPY JPY JPY JPY JPY AUD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY USD JPY JPY USD JPY JPY JPY JPY JPY JPY
Nomura Securities Nomura Securities Mizuho Securities Co Ltd; Merrill Lynch Securities Co Daiwa Sec Capital Markets Daiwa Sec Capital Markets; Tokai Tokyo Securities Co Ltd Nomura International PLC Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Merrill Lynch Securities Co Deutsche Securities Inc Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Merrill Lynch Securities Co Mizuho Securities Co Ltd Mizuho Securities Co Ltd Nomura Securities; Mizuho Securities Co Ltd Nomura Securities; Mizuho Securities Co Ltd Nikko Cordial Securities Inc Mizuho Securities Co Ltd; GSJCL Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Merrill Lynch Securities Co Mizuho Securities Co Ltd Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets; Nomura Securities Mitsubishi UFJ Morgan Stanley; Nomura Securities Nikko Cordial Securities Inc Daiwa Sec Capital Markets Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley Nikko Cordial Securities Inc Nikko Cordial Securities Inc Nomura Securities Mizuho International plc Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd; GSJCL; Nomura Securities Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Kuwait Finance House(Malaysia) Nomura Securities; Merrill Lynch Securities Co Mizuho Securities Co Ltd Nomura International PLC Nikko Cordial Securities Inc Nikko Cordial Securities Inc Nomura Securities Shinkin Securities Daiwa Sec Capital Markets Mizuho International plc
Government and Agencies Government and Agencies Government and Agencies Government and Agencies Financials Financials Government and Agencies Financials Government and Agencies Industrials Industrials Industrials Industrials Industrials Government and Agencies Government and Agencies Consumer Staples Real Estate Materials Government and Agencies Government and Agencies Industrials Industrials Industrials Government and Agencies Financials Real Estate Energy and Power Financials Financials Consumer Staples Government and Agencies Real Estate Financials Real Estate Financials Financials Energy and Power Energy and Power Consumer Staples Government and Agencies Government and Agencies Financials
321.2 154.2 151.8 90.7
06/28/10 06/30/10 07/08/10 07/15/10
MYR MYR IDR MYR
AmInvestment Bank Bhd AmInvestment Bank Bhd; Maybank Investment Bank Bhd PT Mandiri Sekuritas; PT BAHANA SECURITIES; PT CIMB Securities Indonesia CIMB Investment Bank Bhd; AmInvestment Bank Bhd
Financials Media and Entertainment Financials Financials
54.1 54.1
07/13/10 07/13/10
PHP PHP
First Metro Investment Corp First Metro Investment Corp
Telecommunications Telecommunications
1,061.0 729.1 361.1 356.6 167.5 72.8 72.2
07/19/10 07/22/10 06/28/10 06/29/10 07/07/10 07/15/10 07/06/10
GBP SGD SGD SGD CHF SGD SGD
Deutsche Bank AG; HSBC Holdings PLC; RBS; UBS Investment Bank DBS Bank Ltd; Standard Chartered Bank (SG) Deutsche Bank (Singapore) ANZ Singapore; DBS Bank Ltd; Oversea-Chinese Banking; United Overseas Bank Ltd BNP Paribas (Suisse) SA; RBS DBS Bank Ltd; Oversea-Chinese Banking Oversea-Chinese Banking; Standard Chartered Bank (SG) Deutsche Bank (Singapore); HSBC Holdings PLC; ING Bank NV; Bank of America Merrill Lynch; UBS AG; Woori Invest & Sec Co Ltd BNP Paribas SA; Standard Chartered Bank PLC Credit Agricole CIB; Citi; ING; Morgan Stanley; RBS Barclays Capital Japan; Merrill Lynch Securities Co; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Morgan Stanley MUFG
Financials Financials Government and Agencies Industrials Energy and Power Retail Industrials
Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials High Technology Financials Financials Financials Materials Financials Financials Energy and Power Financials Financials Financials Financials Financials Financials Financials Industrials Financials Consumer Staples Industrials Energy and Power Financials Financials Financials Industrials Industrials Industrials Financials
Woori Bank
596.1
07/13/10
USD
Korea Housing Finance Corp NongHyup
499.4 498.0
07/08/10 07/21/10
USD USD
Industrial Bank of Korea
351.9
07/13/10
JPY
South Korea Woori Bank Woori Bank Hana Financial Group Inc Woori Bank Kookmin Bank Woori Bank Woori Bank Kookmin Bank Kookmin Bank Kookmin Bank ER the 1st Securitization SK C&C Co Ltd Woori Bank Shinhan Bank Kookmin Bank SKC Co Ltd Kookmin Bank Woori Bank Pyeongtaek Energy Service Co Hyundai Capital Services Inc Woori Bank Kookmin Bank New Challenge Kodit 2010 Shinhan Bank Dreamline 3rd Asset Sec Shinhan Bank Doosan Mecatec Co Ltd Kookmin Bank Hyosung Corp Hyundai Mobis Co Ltd Posco Power Corp Korea Securities Finance Corp KDB Capital Corp Woori Financial Co Ltd Hanjin Transportation Co Ltd Doosan Capital Co Ltd Korea Express Co Ltd KT Capital Corp
307.8 284.9 250.2 204.5 192.1 191.4 190.7 184.0 183.0 179.3 166.2 166.2 148.3 141.3 133.0 131.0 130.9 124.7 122.7 109.4 99.9 91.9 91.2 83.2 83.1 83.1 83.1 82.9 82.8 82.2 80.0 74.9 74.5 65.9 58.2 58.2 58.2 57.7
07/15/10 07/02/10 07/23/10 07/06/10 07/09/10 07/16/10 07/20/10 07/21/10 07/15/10 07/01/10 06/29/10 07/22/10 07/19/10 07/22/10 07/22/10 07/08/10 07/05/10 07/12/10 07/05/10 07/23/10 07/22/10 07/09/10 06/30/10 07/16/10 06/28/10 07/22/10 07/23/10 07/20/10 07/12/10 06/30/10 07/02/10 07/15/10 07/08/10 07/19/10 07/15/10 07/12/10 07/22/10 07/19/10
KRW KRW KRW KRW KRW KRW KRW JPY KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW MYR MYR KRW KRW KRW KRW KRW KRW KRW KRW KRW USD KRW KRW KRW KRW KRW KRW KRW
Financials Financials Financials Financials
Industrial Bank of Korea
57.5
07/13/10
JPY
SK Shipping Co Ltd(SK Group) Aju Capital Co Ltd Shinhan Bank Korea Finance Corp Lotte Card Co Ltd Dongbu Steel Co Ltd Taiwan Taipower Cheng Shin Rubber Industry Co Nan Ya Plastics Corp E Sun Bank Thailand PTTEP AIF Thoresen Thai Agencies PLC Quality Houses PCL CH Karnchang PCL Berli Jucker PCL
57.3 53.4 50.1 50.0 50.0 49.9
07/06/10 06/30/10 07/08/10 07/19/10 07/20/10 07/14/10
KRW KRW SGD USD USD KRW
Hana Daetoo Securities Co Ltd Hana Daetoo Securities Co Ltd SK Securities Co Ltd Hana Daetoo Securities Co Ltd Bookook Securities Co Ltd Hana Daetoo Securities Co Ltd Hana Daetoo Securities Co Ltd Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; RBS Securities Japan Ltd; UBS Securities Japan Ltd E Trade Korea Co Ltd E Trade Korea Co Ltd Korea Development Bank Woori Invest & Sec Co Ltd; Shinhan Investment Corp Leading Invest & Securities Co Woori Invest & Sec Co Ltd Shinyoung Securities Co, Ltd Shinhan Investment Corp Hana Daetoo Securities Co Ltd KB Invest & Sec Daewoo Securities Co Ltd; Korea Development Bank Standard Chartered Bk Malaysia RHB Investment Bank Bhd; AmInvestment Bank Bhd Shinyoung Securities Co, Ltd Samsung Securities; Shinhan Investment Corp; Hanwha Securities Co; Daishin Securities Co Ltd Hana Daetoo Securities Co Ltd Korea Development Bank KTB Securities Co Ltd Korea Development Bank; Korea Investment & Securities Shinyoung Securities Co, Ltd Tong Yang Securities; Samsung Securities; KTB Securities Co Ltd KB Invest & Sec KB Invest & Sec Korea Investment & Securities Kyobo Securities Co Ltd Korea Investment & Securities Korea Investment & Securities; KB Invest & Sec Hyundai Securities Co Ltd Daewoo Securities Co Ltd Dongbu Securities Barclays Capital Japan; Merrill Lynch Securities Co; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Morgan Stanley MUFG Shinhan Investment Corp KB Invest & Sec Standard Chartered Bank PLC Credit Suisse Korea Investment & Securities Tong Yang Securities; Korea Development Bank
464.9 124.3 124.2 77.7
07/09/10 07/21/10 07/05/10 07/05/10
TWD TWD TWD TWD
KGI Securities (Taiwan) Capital Securities Corp Fubon Securities Co Ltd Yuanta Securities Co Ltd
Energy and Power Industrials Materials Financials
500.0 123.2 77.0 61.6 58.7
07/14/10 07/07/10 07/07/10 07/07/10 07/12/10
USD THB THB THB THB
RBS Securities Inc; Credit Suisse Securities (USA) Siam Commercial Bank PLC Siam Commercial Bank PLC Siam Commercial Bank PLC Siam Commercial Bank PLC
Energy and Power Industrials Real Estate Industrials Consumer Products and Services
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IBA 2nd Asia Pacific Forum Regional Conference: Asia after the GFC – Leading the Global Recovery
A conFErEncE prESEnTEd by ThE IbA ASIA pAcIFIc rEgIonAL ForUm 17–19 November 2010
Tokyo International Forum, Japan
This conference brings together experts from throughout the Asia Pacific region and beyond to discuss the current opportunities, issues, risks and practical considerations for investors and others doing business in the emerging and developed markets of the Asia Pacific region in the aftermath of the global financial crisis. Topics include: • post gFc: global regulatory reform and its impact on trade, investment and finance in the Asia pacific region • Acquisitions, mergers and investments: evolving transaction structures and new legal and regulatory issues for foreign investors throughout the Asia region • Antitrust: new competition regimes and regulatory developments in Asia’s emerging markets • Intellectual property: lessons on protection of Ip rights in Asia • Arbitration and dispute resolution: new dispute resolution paradigms and issues in Asia • corporate counsel: best practices regarding corporate governance and anti-corruption compliance in Asia • Asian multinational companies and state-owned enterprises on the prowl: what are they buying, what are their agendas, how are they affecting trade and investment in the region and globally? • Law firm management: the response by and opportunities for growth for law firms in the aftermath of the global financial crisis • young lawyers: roundtable to discuss the impact of the financial crisis on the practices of young lawyers Who should attend? Those who are interested in international legal practice in or involving the Asia pacific region, whether in private practice or in-house counsel, and whether located in the Asia pacific region or other markets around the world.
International Bar Association 10th Floor, 1 Stephen Street, London W1T 1AT, United Kingdom Tel: +44 (0)20 7691 6868
Fax: +44 (0)20 7691 6544
E-mail: confs@int-bar.org Website: http://www.int-bar.org/conferences/conf302/