Asian Legal Business (North Asia) Dec 2009

ISSUE 9.12

Islamic finance gears up in North Asia A new opportunity for firms?

Legal employment market Imminent recovery predicted

International arbitration Lawyers wanted in Korea

ALB FAST

China Broad & Bright Dacheng Global Law Grandall Guanghe Hylands Jade & Fountain Longan T&C Zhongyin

India Economic Laws Practice Luthra & Luthra Khaitan & Co International Law firms Eversheds JSM K&L Gates Norton Rose Skadden Stephenson

Japan Atsumi & Partners Mori Hamada & Matsumoto Nishimura & Asahi

Malaysia Azmi & Associates

Korea Bae, Kim & Lee Kim & Chang Yulchon

China Broad & Bright Dacheng Global Law Grandall Gu

Laws Practice Luthra & Luthra Khaitan & CoSingapore TS Oon & Bazul WongPartnership

Broad & Bright Dacheng Global Law Grand

rton Rose Skadden Stephenson Harwood Watson Farley Williams

Mori Hamada & Matsumoto Nishimura

Vietnam Indochine Counsel

International Law firms Eversheds JSM K&L Gates Norton Rose Skadden Stephenson Harwood Watson Farley Williams

Vietnam Indochine Counsel

Economic Laws Practice Luthra & Luthra Khaitan & Co

The region’s top performing law firms are revealed

The Year in Review

Highlights of 2009

n Lateral moves n Deals Roundup n Region-wide updates n Latest debt & equity market data

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

Joshua Scott

China editor Yun Zhang

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Indonesia BTPartnership is a dynamic and results-oriented law firm specialised in corporate-financial restructuring and litigation practices. The firm has full-length and detailed experience in safeguarding multinational clients from complex legal issues, including M&A, FDI, funds and structured finance transactions. In 2007, the firm was awarded Dispute Resolution Firm of the Year and Employers of Choice for the Indonesia jurisdiction, while its partner has been inaugurated as one of the Asia Hot Lawyers of the Year - 2008.

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EDITORial >>

The Great Mid-tier Marketing Opportunity

W

hile the financial crisis has forced many top-tier firms to cut costs and put recruitment plans on hold, some mid-tier firms are enjoying their time in the sun.

The tough commercial times have made both domestic and international companies far more price-sensitive across the board, and their legal departments have been no exception. Many in-house counsel, under pressure to reduce their legal spend but short of resources within their own teams, have been eyeing the lower rates and lengthening track-records of the better mid-tier firms with a new keenness.

The more nimble and prudent of those firms, sensing their one-shot opportunity to shine in front of clients that were previously the well guarded domain of the top-tier firms, have seen fit to outlay more on brand-building and new initiatives in client relationship development.

As a result, some of them are achieving strong growth in certain areas – see some of the more eyebrow-raising inclusions in this month’s ALB Fast 30 cover story (p30) for evidence.

One marketing director at a mid-tier international firm noted that slower times have shown the benefit of keeping up or boosting marketing expenditure.

“Previous downturns have taught us that organisations that maintain their marketing activities are more likely to increase their market share,” she said.

All the more so given that more and more of their larger rivals are now also responding to market conditions by offering significant discounts and billing flexibility where previously there was little or none.

In the heightened competitive environment that accompanies any slowdown in economic growth, winners and losers emerge. Certain mid-tier firms can ensure they fall into the first of those groups by marketing themselves as the smart alternative to the mega-firms for clients who are seeking quality legal expertise at lower overall cost.

After all, mid-tier firms have more to offer than lower prices. They can be more responsive, they’re not burdened by rigid, high-cost internal structures, and many can offer superior specialist expertise in niche areas.

Now, more than ever, is the time to get that message to the market.

IN THE FIRST PERSON “Two years ago we articulated a series of business objectives, the most significant of which was our ambition to become a law firm of truly international reach by the year 2020” Vincent Connor, managing partner, Pinsent Masons, on the firm’s plan to globalise (pg 49)

“We put the onus on our external law firms … to be proactive, open about costs, and come to us if problems arise. This is the basis of a strong, long-lasting relationship” Geoff Culbert, general counsel, GE Capital Asia-Pacific (pg 59)

“The fact that Islamic finance offers non-synthetic, noncomplicated and real financial transactions mean it could have a big role to play in Korea” Park Soo Man, lawyer, Kim & Chang (pg12)

Previous downturns have taught us that organisations that maintain their marketing activities are more likely to increase their market share

2

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News | deals>> >> CONTENTS

contents ALB FAST

China Broad & Bright Dacheng Global Law Grandall Guanghe Hylands Jade & Fountain Longan T&C Zhongyin

India Economic Laws Practice Luthra & Luthra Khaitan & Co

52

Japan Atsumi & Partners Mori Hamada & Matsumoto Nishimura & Asahi

Malaysia Azmi & Associates

Korea Bae, Kim & Lee Kim & Chang Yulchon

Singapore TS Oon & Bazul WongPartnership

34

Broad & Bright Dacheng Global Law Grandal

Vietnam Indochine Counsel International Law firms Eversheds JSM K&L Gates Norton Rose Skadden Stephenson Harwood Watson Farley Williams

Vietnam Indochine Counsel

Economic Laws Practice Luthra & Luthra Khaitan & Co

COVER STORY

30 ALB Fast 30 2009

ALB singles out the top performers by headcount and revenue across

the Asia-Pacific’s competitive legal industry. New: Middle East Fast 5

ANALYSIS 10 Korea wants international arbitration

lawyers With more Korean companies moving abroad, foreign lawyers with arbitration experience are becoming highly sought after in Korea 11 Islamic finance in North Asia While South-East Asia has been the traditional hub, North Asia is now steaming ahead developing its Islamic finance sector – but the region faces some challenges ahead 13 Market for legal talent:

recovery imminent The tough employment market over the last year is finally starting to see green shoots 14 REITs: Pushing the Manila envelope After nearly two years in the works, the Philippines has successfully passed its REIT bill

FEATURES 44

48

4

ALB issue 9.12

Year in review ALB reviews the year that was 2009, from redundancies to law firm mergers and those steamy blogs ALB Managing Partner series Pinsent Masons’ Asia-Pacific managing partner Vincent Connor explains why the firm wants to become truly global by 2020

52 TMT: A brave new world The technology sector is currently opening a whole new world of opportunity and growth for Asia’s law firms – especially in China 56 In-house Perspective In today’s fast-paced legal market, GE Capital’s Asia-Pacific general counsel Geoff Culbert explains why building a legacy is important for an in-house lawyer

Regulars 6 DEALS 16 NEWS • Hogan & Lovells announce engagement, marriage to follow in 2010 • Vietnamese firms make inroads to Korea • Australia’s Blake Dawson to launch in Japan • New Zealand law firm makes record launch in the Middle East • BVI-incorporated companies may list on HKSE • Dacheng Central Chambers finds ally in Malaysia • More lawyers will face fraud charges • First AML litigation decision emerges in China 16 UK report 18 US report 60 M&A deal update 62 Capital markets deal update

56 INDUSTRY UPDATES 20 Intellectual property ATMD Bird & Bird 21 International tax AzureTax 26 REGIONAL UPDATES • China Paul Weiss • Singapore Loo & Partners • The Philippines Sycip Salazar Hernandez & Gatmaitan • Indonesia BTPartnership

PROFILES 55 Paul, Weiss, Rifkind, Wharton & Garrison

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

Asian Legal Business ISSUE 9.12

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

Something for you to smile about.

In-house VP Legal (15 yrs pqe) Hong Kong This is a wide ranging role to provide

leadership and management to various departments including: compliance, legal and company secretarial, contracts, transactions, and general support to the business. You need at least 3 years in a senior position of compliance / legal / company secretarial / auditing for a well diversified corporate or Hong Kong Stock Exchange listed company. A thorough understanding of the entertainment, hospitality, leisure and/or gaming businesses is required. Only those with a high-level of integrity will be considered. Ref: 8454/AB

General Counsel (7-10 yrs pqe) Shanghai Act as a key member of

management by applying your combined business and legal judgment to a host of corporate commercial matters within a mega corporation. This is a unique opportunity to join a global business in a high-stakes industry. Substantial PRC experience gained in-house and top international law firm training is required, along with exposure to complex corporate and joint venture issues. Previous experience prioritizing conflicting demands from multiple business clients in an extremely fast paced environment is needed. Must have fluent English and native level Mandarin with outstanding interpersonal skills. Ref: 8335/AB

Legal Counsel (4-6 yrs pqe) Hong Kong Provide legal support for the Asia-

Pacific region for a US based financial institution. Familiarity with securities finance, derivatives and capital markets is a must. The role requires sophisticated negotiation ability and needs contract drafting experience. You should have the ability to interact with multiple levels in an organization and in multiple jurisdictions. Native level English is sought, and Mandarin or PRC exposure is an added advantage. Ref: 8413/AB

Regional Legal Counsel (4-5 yrs pqe) Singapore/HK Provide support to the business through corporate/commercial work, corporate secretarial matters and by assisting in strategic and operational matters. Liaise frequently with internal parties across the Asia-Pacific and be involved in negotiations with customers and suppliers. The position may be located in either HK or Singapore.

Currently, this is a 6 month contract role with the possibility to turn permanent depending on the circumstances. Preference will be given to those with IT or telecom experience. Ref: 8450/AB

global corporate bank seeks Senior Regulatory Risk & Compliance professional to take a lead role in Hong Kong to cover the Asia-Pacific region. A minimum of 8 years of banking compliance experience is required. You need knowledge of securities laws and regulations in Hong Kong and/or Singapore. Ref: 8411/AB

Corporate Counsel (4 yrs pqe) Hong Kong A well known sports MNC is expanding in Asia-Pacific and needs a lawyer to handle a variety of general corporate/commercial matters. Additional desired skills are: sourcing, intellectual property, compliance and corporate secretary duties. Excellent written and spoken English and Mandarin language skills are needed to successfully negotiate in China and across the region. Those with a high level of commitment, motivation and team orientation will excel. Ref: 8447/AB

Compliance Director (7+ yrs exp) Hong Kong High profile investment bank

Brand Protection Manager (2+ yrs pqe) Hong Kong Manage the

Senior Regulatory Risk & Compliance (8 yrs exp) Hong Kong Major

seeks a senior professional with experience in securities and dealing to take on a leadership role within the HK compliance team. As Deputy Head of Control Room, this is a key role. No less than 7 years experience gained in compliance or regulatory or in a law firm working on corporate finance is required. Native level English, a team-spirited approach to management and a willingness to take on challenges will be rewarded with market-leading compensation. Ref: 8426/AB

Compliance Counsel (5+ yrs pqe) Hong Kong Exciting opening at a major investment bank for a HK qualified lawyer with minimum 5 years of relevant experience in Legal and Compliance in the financial or securities services sector to join the compliance team of this prestigious bank. You should be very familiar with listing rules and security dealings in HK (including Sales & Trading, Capital Markets and IPO). Fluent Mandarin is required, and some overseas training/ education is preferred. The role is a newly-created one and will join a team of 3 professionals in Hong Kong and reports directly to the Head of Compliance in headquarters. Ref: 8419/AB

intellectual property for a well recognized consumer brand across the APac region. The incumbent will look after brand protection activities such as law suits, raids and border seizures, as well as identify counterfeits, trace trademark infringements on the internet and establish governmental relations. Excellent communication and English language skills are necessary. International experience is a plus. Ref: 8453/AB

Private Practice IP Associates (2-6 yrs pqe) Hong Kong Seeking experienced IP lawyers to handle issues in HK and China for an international firm. Must be able to hit the ground running and be able to do trademark and copyright work. Patent exposure is ideal but less important. Fluent English along with native Cantonese/Mandarin are critical. If you have the necessary skills and believe you can stand out from the crowd, our client welcomes your application. Ref: 8448/AB

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

www.hughescastell.com

NEWS | deals >>

| Taiwan |

deals in brief

►► Tatung GDS offering Value: US$197m

Firm: Davis Polk & Wardwell Lead lawyer: James Lin Client: Bookrunners Firm: Lee and Li Lead lawyers: Sherry Lin, Hsin-Lan Hsu, Ching-hua Lu Client: Tatung Co • Taiwanese Hsin-Lan Hsu conglomerate Lee and Li Tatung offered 50m global depositary shares

| SINGAPORE | ►► OCBC – ING private bank acquisition Value: US$1.46bn Firm: Freshfields Lead lawyer: Clive Rough, Jack Wang, Kay Ian Ng, Melissa Thomas Client: OverseaChinese Banking Corporation

HEADLINE DEAL

• ING sheds wealth management assets – ING Asia Private Bank and other affiliates – to OCBC • follows ING’s recent sale of Australian and NZ wealth management divisions to ANZ Bank • Stamford previously acted for ING on earlier banking deal; was retained on this acquisition by financial advisors, JP Morgan

Clive Rough Freshfields

Firm: Drew & Napier Lead lawyer: Benjamin Gaw, Eric Chan, Sandy Foo Client: OCBC Firm: Clifford Chance Lead lawyer: Simon Cooke Client: ING Groep NV Firm: Stamford Law Corporation Lead lawyers: Lean Min-tze, Lee Suet Fern, Elizabeth Kong Client: ING Groep NV

• OCBC is longstanding clients of Freshfields (retained firm in 2006 on Bank of Ningbo 12% stake acquisition)

• Davis Polk and Lee and Li more recently jointly advised on US$77m Green Energy Technology GDS offering

| JAPAN | ►► Renesas Technology – NEC Electronics proposed merger Value: US$6.2bn Firm: Stamford Law Corporation Lead lawyers: Lean Min Tze, Ong Jinq Her Client: Renesas Technology Corporation

Lee Suet Fern Stamford Law

• Clifford Chance also advised ING on US$505m sale of Swiss private banking business to Julius Baer Group in same month

“This is a rare type of deal – one of few Singapore banking deals coordinated through a bidding process. It’s also one of the few times where regulators have been confronted with a bidding process like this and in terms of getting pre-clearances approved… That was also another challenging aspect” Lean Min-tze, Stamford Law 6

• Davis Polk coordinated deal through Beijing, Hong Kong, New York, Paris and London offices

Firm: Nishimura & Asahi Lead lawyers: Undisclosed Client: Renesas Technology Corporation • Merger to be completed by April 2010, creating third-largest chipmaker in the world

Firm: Amarchand & Mangaldas Client: Lanco Infratech • private placement of equity shares to local and international investors • bookrunners: Goldman Sachs, JP Morgan. UBS, Credit Suisse, ICICI Securities and IDFC-SSKI Securities • Skadden acted as sole international counsel – second equity deal in two months for India practice

►► Merck subsidiary – Wellcome Trust JV Value: US$518m Firm: Nishith Desai Associates Lead lawyers: Vaibhav Parikh, Gowree Gokhale Client: Merck & Co • US based pharmaceutical firm Merck & Co forms JV with UK charity, The Wellcome Trust to form ‘not-forprofit’ business venture in India • Deal is unique as it involves partnership between pharmaceutical and charity companies to develop affordable vaccines in developing countries • NDA advised on entity structure, assistance in setting up operations in India and documentation

►► UTV News – Bloomberg JV Value: Undisc

Firm: AZB & Partners Lead lawyers: Abhijit Joshi, Shuva Mandal Client: UTV News Firm: Kochar & Co Lead lawyers: Janmejay Rai Jayne Kuriakose Client: Bloomberg Abhijit Joshi

| INDIA | ►► Lanco Infratech QIP issue Value: US$150m

Firm: S&R Associates Client: Underwriters Firm: Skadden Lead lawyers: Jonathan Stone, Rajeev Duggal Client: Joint bookrunners

AZB & Partners • JV undertaken with view to establishing 24 hour business news channel in India

• First foray by Bloomberg into news broadcasting in India • Deal involved documentation of shareholder arrangements, operating content and license terms of channel • Kochhar has been advising Bloomberg since 2006 Asian Legal Business ISSUE 9.12

NEWS | deals >>

| JAPAN | ►► Nomura Holdings share offer

►► your month at a glance Firm

Jurisdiction

Deal name

Allen & Gledhill

Singapore

Cecil Pte buildings purchase

69 M&A

Singapore

Ocean Tankers financing of Ocean Queen vessel

70 Structured finance

Singapore

National Oilwell Varco – South Seas Inspection acquisition

45 M&A

Singapore

Greif International Holding B.V – GEP Asia Holdings JV

80 JV

Singapore

Suhyup Bank 6.3% senior notes due 2014 issue

Singapore

K-REIT Asia rights issue

450 Equity market

Singapore

China Investment Corporation – Noble Group investment

850 M&A

Value: US$5.1bn Firm: Simpson Thacher & Bartlett Lead lawyers: Alan Cannon, Ikuko Horikawa, Matthew Crosby, Robert Laplante Client: Underwriters Firm: Sullivan & Cromwell Lead lawyer: Izumi Akai Client: Nomura Holdings

• Offering of 800m shares of Nomura Holdings common stock • Simpson Thacher has longstanding relationship Akiko Kimura with Nomura Anderson Mori & Securities Tomotsune in Tokyo – represented Nomura on many deals over last decade, including Lotte Shopping’s A$3.7bn IPO in 2006

| AUSTRALIA/JAPAN | ►► Toll Group – Footwork Express acquisition Value: US$65m Firm: Clifford Chance Lead lawyers: Tatsuhiko Kamiyama, Tracy Whiriskey Client: Toll Group Firm: Nishimura & Asahi Lead lawyer: Tatsuo Tezuka Client: Ridgeway Capital Partners, OPE Partners • Toll Group acquired Japanese freight and logistics company Footwork Express for A$95m • Fourth Asian acquisition for CC advising Toll since 2006

300 Equity market

Indonesia

PT Adaro Indonesia notes issuance and loan facility

Amarchand & Mangaldas

India

NACIL – Boeing aircraft acquisition

Anderson Mori & Tomotsune

Japan

Nomura Holdings share offer

Appleby

Singapore

Fortune Real Estate Investment Trust rights issue

AZB & Partners

India

UTV News – Bloomberg JV

India

NACIL – Boeing aircraft acquisition

905 Aviation asset

India

Tata Motors offering of global depositary shares and convertible notes

750 Equity market

1,300 Energy & resources 905 Asset finance 5,100 Equity market 243 Equity market Undisc JV

finance

Alan Cannon Simpson Thacher & Bartlett

Firm: Anderson Mori & Tomotsune Lead lawyer: Akiko Kimura Client: Nomura Holdings

Value Deal type (US$m)

India

Amtek Auto convertible bonds offer

Azmi & Associates

Malaysia

Bursa Suq as-Sila’ establishment

Undisc Islamic finance

140 Debt market

Baker & McKenzie

Thailand/ Singapore

CIMB Standard Strategic Asset Advisors – Babcock & Brown Asia Infrastructure Fund acquisition

Undisc M&A

Clifford Chance

Australia/Japan Toll Group – Footwork Express acquisition

90 M&A

Hong Kong/US

Wynn Macau IPO

1,870 Equity market

Qatar/UK

Qatar Holding – Barclays PLC stake sale

2000 Corporate

China/US

Tianwei New Energy – Hoku Scientific proposed investment

Taiwan

Tatung GDS offering

Drew & Napier

Singapore/UK

Keller Group – Resource Holdings acquisition

Freshfields

Qatar/UK

Qatar Holding – Barclays PLC stake sale

Hendra Soenardi & Rekan

Indonesia

PT Adaro Indonesia notes issuance and loan facility

KhattarWong

Singapore

Swing Media – Shanghai Hui Yang New Energy Technology stake acquisition

Kim & Chang

Korea

Berry IB Holding bulk terminal firm sale

Kochar & Co

India

UTV News – Bloomberg JV

Undisc JV

Davis Polk & Wardwell

Latham & Watkins

50 M&A 197 Equity market 48 M&A 2,000 Corporate 1,300 Energy & resources Undisc M&A 30 M&A

Qatar/UK

Qatar Holding – Barclays PLC stake sale

2,000 Corporate

Indonesia

PT Adaro Indonesia notes issuance and loan facility

1,300 Energy & resources

Lee and Li

Taiwan

Tatung GDS offering

197 Equity market

Lovells

India

Amtek Auto convertible bonds offer

140 Debt market

Lubis Ganie Surowidjojo

Indonesia

PT Adaro Indonesia notes issuance and loan facility

1,300 Energy & resources

Maples and Calder

Hong Kong/US

Wynn Macau IPO

1,870 Equity market

Milbank Tweed

India

Tata Motors offering of global depositary shares and convertible notes

Indonesia

PT Adaro Indonesia notes issuance and loan facility

1,300 Energy & resources

Japan/S’pore

Renesas Technology – NEC Electronics proposed merger

6,200 M&A

Nishimura & Asahi

750 Equity market

90 M&A

Australia/Japan Toll Group – Footwork Express acquisition Nishith Desai Associates

India

Merck subsidiary – Wellcome Trust JV

518 JV

China

Zhu Kuan (Hong Kong) debt restructuring

455 Insolvency

China/HK

China Vanadium IPO

265 Equity market

China/HK

Huabao International Holdings Share Placement

150 Equity market

China/HK

Yuzhou Properties IPO

208 Equity market

Simpson Thacher & Bartlett

Japan

Nomura Holdings share offer

Skadden

India

Lanco Infratech QIP issue

Hong Kong/US

Wynn Macau IPO

1,870 Equity market

Paul Hastings

5,100 Equity market 150 Equity market

Japan/S’pore

Renesas Technology – NEC Electronics proposed merger

6,200 M&A

Indonesia

PT Adaro Indonesia notes issuance and loan facility

1,300 Energy & resources

Singapore

Mapletree Group entity loan

Singapore

Cecil Pte buildings purchase

69 M&A

Singapore/UK

Keller Group – Resource Holdings acquisition

48 M&A

Japan

Nomura Holdings share offer

India

Tata Motors offering of global depositary shares and convertible notes

750 Equity market

India

L&T Finance non-convertible debenture issue

200 Debt market

Wadia Ghandy & Co

Singapore

China Investment Corporation – Noble Group investment

850 M&A

Yulchon

Korea

KB Asset Management – ING Tower acquisition

337 Real estate

Stamford Law Corporation

Sullivan & Cromwell

150 Debt market

5,100 Equity market

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7

NEWS | deals >>

“The Toll Group Footwork Express acquisition] deal demonstrates the growing momentum that we’re seeing in the intra-Asia M&A market, as well resourced companies resume strategic acquisitions post-credit crunch” Paul O’Regan, Clifford Chance

| CHINA/ HONG KONG | ►► KKR – International Far Eastern investment Value: US$160m Firm: Paul Weiss Lead lawyers: John Lange, Jeff Samuels Client: KKR, GIC and CICC Firm: Commerce & Finance John Lange Lead lawyer: Kang Paul Weiss Yan Client: KKR, GIC and CICC

| CHINA/ KOREA | ►► China Unicom – SK Telecom share buyback Value: US$1.3bn Firm: Orrick Lead lawyers: David Cho Client: SK Telecom Firm: Freshfields Lead lawyers: Teresa Ko Client: China Unicom • Freshfields and Orrick have both worked for assigned telecom companies since 2002 • Teresa Ko has advised China Unicom on all major deals since 2002, more recently on US$1bn alliance with Spain’s Telefónica

| CHINA/ TAIWAN | ►► VisionChina Media – Digital Media Group acquisition Value: US$160m Firm: Simpson Thacher Lead lawyers: Chris Lin, Ian Ho, Richard Lin, Frank Chen Client: VisionChina Media

Firm: Maples and Calder Lead lawyer: Anthony Webster Client: KKR, GIC and CICC

Firm: Grandall Legal Group Client: VisonChina Media

Firm: Paul Hastings Lead lawyer: Vivian Lam Client: International Far Eastern Leasing

Firm: Orrick, Herrington & Sutcliffe Lead lawyer: David Lee, Mark Seneca, Steve Malvey Client: Digital Media Group

Firm: Tian Yuan Lead lawyer: Zhu Xiaohui Client: International Far Eastern Leasing Firm: Walkers Lead lawyer: Denise Wong Client: International Far Eastern Leasing • US$160m investment by PE giant Kohlberg Kravis Roberts [with GIC Special Investments and China International Capital] to acquire minority stake in International Far Eastern Leasing Company • in July Paul Weiss worked on

8

US$150 investment by KKR in China’s Ma Anshan Modern Farming

Firm: Beijing Sino-Promise Client: Digital Media Group • represents one of the largest acquisitions of a venture-backed China-based private company by a public company

| HONG KONG/US | ►► Wynn Macau IPO Value: US$1.87bn

Firm: Maples and Calder Lead lawyers: Barry Mitchell Client: Wynn Resorts

Firm: Clifford Chance Lead lawyers: Amy Lo, Alex Lloyd, Geraint Hughes Client: Underwriters Firm: Skadden Amy Lo Lead lawyers: Alan Clifford Chance Schiffman, Casey Fleck, Dominic Tsun, Hal Hicks, Alec Tracy Client: Wynn Resorts • Wynn Macau’s US$1.87bn listing on the HKSE • First listing on main board of HKSE by a US-controlled company • Skadden acted as HK and US counsel • Deal was among four equity transactions closed in one week by Clifford Chance

| MALAYSIA | ►► Bursa Suq as-Sila’ establishment Value: Undisc Firm: Azmi & Associates Lead lawyer: Ahmad Lutfi Abdull Mutalip Client: Bursa Malaysia

• Malaysia’s stock exchange Bursa Malaysia launched an Islamic financing platform, Bursa Suq asSila,’ • Platform is first of its kind – fully electronic and able to facilitate commodity-based IF transactions, and multi-currency trading under Shariah principles of Murabahah, Tawarruq and Musawwamah

| KOREA | ►► KB Asset Management – ING Tower acquisition Value: US$337m Firm: Yulchon Lead lawyers: Bong Hee Han, Tong Chan Shin Client: ING Real Estate • Sale of ING Tower in Korea to KB Asset Management Real Estate Fund • Largest real estate deal to close in Korea since advent of GFC, fourth largest Korean corporate sale of real estate transaction • Yulchon advised on all local law matters, from bidding process to final closing

Asian Legal Business ISSUE 9.12

NEWS | deals >>

Lim, Benjamin Beh, Xun Ting Ting, Penelope Loh Client: China Goaxian Fibre Firm: Tian Yuan Law Firm Client: China Goaxian Fibre

Chia Kim Huat Rajah & Tann

• China Gaoxian Fibre Fabric Holding’s IPO is largest in Singapore this year • Also the largest S-Chip IPO on the SGX this year

| INDONESIA | ►► PT Adaro Indonesia notes issuance and loan facility Value: US$1.3bn

| QATAR/UK | ►► Qatar Holding – Barclays PLC stake sale Value: US$2bn Firm: Freshfields Lead lawyers: Sarah Murphy Client: Credit Suisse Firm: Latham & Watkins Lead lawyer: Nick Cline Client: Qatar Holding Firm: Clifford Chance Lead lawyer: Guy Norman Client: Barclays • Qatar Holding sells 3.5% stake in Barclays PLC • Freshfields and CC retained by longstanding bank clients on transaction • All three firms return from original transaction last year of QH’s investment in Barclays

| Singapore/China | ►► China Gaoxian Fibre Fabric Holdings IPO Value: US$83.2m Firm: Rajah & Tann Lead lawyers: Chia Kim Huat, Danny www.legalbusinessonline.com

counsel. Latham & Watkins have advised lenders on previous financing deals

• Capital to help Tata pay for 2008 acquisition of Jaguar and Land Rover from Ford Motor Co

• One of the most significant deals to close since the promulgation of the new Indonesian mining laws introduced last year

• Milbank teams from Singapore, Tokyo and London advised on deal.

Firm has established relationship with the Tata Group – previously advised Tata Steel’s on US$500m offering of Global Depositary Receipts and US$2.3bn rights offering in 2008

• Transaction documents translated into Indonesian by Indonesian counsel and priority given to the English language documents in the event of any inconsistency between the two versions

| INDIA | ►► NACIL – Boeing aircraft acquisition Value: US$905m

Firm: Lubis Ganie Surowidjojo Client: Underwriters, consortium of lenders

Firm: AZB & Partners Lead lawyers: Zia Mody, Petrushka Deas Client: National Aviation Company of India

Firm: Latham & Watkins Client: Roth Capital partners

Firm: Amarchand & Mangaldas Client: Standard Chartered Bank

Firm: DLA Piper Lead lawyers: Clarinda Tjia-Dharmadi, David Miles, Gautam Narasimhan Client: Underwriters, consortium of lenders

• NACIL took delivery of nine aircraft from The Boeing Company within four months, with financing from Standard Chartered Bank

Firm: Hendra Soenardi & Rekan Client: PT Adaro Indonesia Firm: Milbank Tweed Client: PT Adaro Indonesia Firm: Stamford Law Corporation Anthony Root Lead lawyers: Soh Milbank Tweed Chun Bin, Yap Wai Ming Client: PT Adaro Indonesia, Coaltrade Services International Firm: Allen & Gledhill Client: Consortium of lenders • PT Adaro Indonesia in US$1.3bn financing comprising US$800m offering of guaranteed senior notes and $US500m bank facility • Latham & Watkins led on all legal aspects for lenders and underwriters, with assistance from Indonesian and Singaporean

• Sullcrom previously advised Tata Technologies (Tata Motors subsidiary) on US$60m loan in 2006 and Tata Motors’ listing on NYSE in 2004

• AZB advised on loan and security documentation and procedures required in relation to the import and induction process

►► Tata Motors GDS and convertible notes offering Value: US$750m Firm: AZB & Partners Lead lawyer: Vishnu Jerome Client: Tata Motors Firm: Sullivan & Cromwell Client: Tata Motors

“To work on the launch of four IPOs in one week – including three in one day – has been an enormous undertaking for our lawyers. From a market perspective, advising on four Hong Kong IPOs in a week was unthinkable just 12 months ago. To see four such different offerings open successfully will reassure those considering investments in Asia that the IPO is back as a viable exit option” Amy Lo, Clifford Chance

Firm: Milbank Tweed Lead lawyers: Tom Siebens, Naomi Ishikawa Client: Underwriters • Offering by India’s Tata Motors of US$750m global depositary shares and convertible notes • Citigroup, Credit Suisse and JP Morgan acted as underwriters

CORRECTIONS# In ALB issue 9.9 on page 33, in the article entitled “Asia’s leading M&A firms,” the title of Hong Kong-based Woo Kwan Lee & Lo was split-printed under two firm names. This should have been a single reference to Woo Kwan Lee & Lo.

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NEWS | analysis >>

Analysis >>

International arbitration lawyers wanted

D

emand for lawyers specialising in international arbitration and antitrust matters in Korea is likely to increase as the legal market opens up to foreign firms and international arbitration gains more ground in the country. Lawyers from major local firms like Kim & Chang, Bae Kim & Lee and Lee & Ko predict that foreign and domestic candidates with international arbitration expertise will be highly sought after in the next few years.

Firms have been building their international arbitration practices since the beginning of the year by hiring specialist lawyers. In October, Lee & Ko boosted its international arbitration practice by appointing two local lawyers and three foreign lawyers – Min Ho Lee from Seyfarth Shaw, Jinyung Lee from Morrison & Foerster, and Bryan Shin from McKee Nelson. In the same month Kim & Chang also hired anti-trust specialist Youngjin Jung from Yulchon; while

10

Yulchon hired former Daewoo General Counsel, Suk Jo Kim. In May, Bae Kim & Lee (BKL) executed a major coup by hiring former International Court of Arbitration (ICC) arbitrators James Morrison and David MacArthur.

This may be the tip of the iceberg, however. New Kim & Chang partner Youngjin Jung said that demand for lawyers with knowledge of international law will increase, to assist those local companies venturing overseas under new trade agreements with the US and EU countries. “As the Korean legal market is liberalised and legal practices become more globalised, lawyers trained in other jurisdictions will come to Korea to work on both domestic and international practices,” said Jung.

BKL’s James Morrison agreed.

“Korea is becoming an increasingly important and attractive jurisdiction for lawyers to develop their international practices, particularly in international arbitration,” he said.

Korean companies are growing users of arbitration as a means to settle cross-border disputes and this is likely to increase with the ratification of the US and EU FTAs, as companies may challenge rulings imposed on them in those jurisdictions. Lee & Ko’s Sean Lim said the firm is currently handling ICC cases involving dispute amounts in excess of US$185m.

Bae Kim & Lee’s Morrison has chronicled the growth of arbitration in Asia during his time as a counsel at the ICC Secretariat. “If you look at recent statistics published by the ICC, Korean parties are James Morrison consistently towards the Bae, Kim & Lee top of the table in terms of the number of parties in ICC cases,” he said.

“The number of Korean arbitrators is also growing and Seoul is more frequently designated as a place of arbitration, both by parties and arbitral institutions.”

Foreign-qualified lawyers such as Morrison are a good fit for local firms, despite the limitations imposed on them by the bar. Lee & Ko, having already hired three lawyers from the US this year, is looking to hire more. “Even if they’re not physically present in Korea, lawyers trained in other jurisdictions such as in the US or Europe will be perfectly qualified to practice here,” said Jung.

“International legal practice is not really limited to local jurisdictions as the working language is English and the governing law is not domestic law – it is sometimes international law, in the case of ICSID arbitration.”

Yulchon’s deputy head of international dispute resolution, Sae Youn Kim, said that more than 25% of the firm’s lawyers are overseas-qualified. “Our international arbitration team is even more globalised – two-thirds of our attorneys hold foreign bar licenses not only from the US but also from England and Wales, Germany, China, Hong Kong, Russia, Kazakhstan, Australia, and New Zealand.”

However, while trade agreements may lead to more work for Korean firms, the present delay in ratifying the US and EU FTAs will mean those firms aren’t likely to go on aggressive hiring sprees immediately. Morrison, for one, is somewhat cautious in attributing full credit to the impact of the FTAs on work for firms and demand for lawyers.

“My impression is that the recent free trade agreements are not by themselves the explanation for any influx in the number of foreign lawyers in Korea,”

“The number of Korean arbitrators is growing and Seoul is more frequently designated as a place of arbitration, both by parties and arbitral institutions” james morrison, bae, kim & lee Asian Legal Business ISSUE 9.12

NEWS | analysis >>

Analysis >>

in Korea

From rising sun to morning calm: Islamic finance in North Asia

►► Rise of Asian arbitration: international cases received by main centres Arbitral institution ICC CIETAC (China) SIAC (Singapore) BAC (China) KCAB (South Korea) JCAA (Japan) KLRCA (Malaysia) PDRC (Philippines) VIAC (Vietnam) HKIAC (China)

2005

2006

2007

2008

521 427

593 442

599 429

663 548

45 53 53

65 53 47

70 37 59

71 59 47

9 7 0 22 281

11 1 1 23 394

15 2 1 21 448

12 8 0 602

Source: Singapore International Arbitration Centre

►► KOREA-EU FTA: the facts

• Signed on 15 October 2009 after a two-year negotiation process • Expected to be approved and come into effect in mid-2010 – currently pending approval by South Korean parliament and EU governments • Likely to be advantageous for industries such as pharmaceutical, electronics, shipping, financial and legal services.

• Second-largest FTA ever – seeks to expand the US$114bn trade relationship between Korea and EU

►► KOREA-US FTA: the facts

• Signed June 2007, yet to come into effect. Also pending approval by US and South Korean parliaments • Opens legal market in three step process with full liberalisation scheduled for 2016.

he said. “Market factors and career opportunities motivate foreign lawyers to relocate to Korea, rather than the free trade agreements per se. So while I think it would be safe to say that there appears to be an increasing number of foreign lawyers relocating to Korea, I don't think the floodgates have opened.”

He said that Korean firms understand the need for the experience and diversity that foreign lawyers present. “There are definitely advantages in having a diverse team well-equipped to deal with the rich cultural, linguistic and legal subtleties involved in different arbitration matters.

Korean law firms understand this and it’s for this reason that we’re seeing [this] growth and diversification of arbitration practices within Korean firms.” ALB www.legalbusinessonline.com

T

he Korean Ministry of Strategy and Finance announced earlier this month that it had submitted a tax revision to the National Assembly, which if approved would pave the way for local companies to start issuing sukuk (Islamic bonds).

Yet even if the law is passed Islamic finance faces stormy times. Regulators and lawyers may benefit from looking at the troubles that Japan has had in kickstarting its own industry.

Existing hurdles

Under existing Korean legislation uncertainty surrounds whether a sukuk meets the definition of a bond.

So far this has meant that Islamic bonds did not stand to benefit from the tax incentives provided for foreign currency denominated bonds.

“The hurdles are typical of those you find in conventional financial markets,” said Lee Do Heon, managing director of the global business department at Korea Investments & Securities Corporation.

“The main hurdles are taxation issues relating to double stamp duty, VAT, capital gains and the definition of what constitutes a security.”

This has placed Korean institutions wanting to launch Islamic products domestically in a difficult position. “From

a conventional point of view sukuk, for instance, may look like an asset-backed security or like investment certificates … in a conventional mortgage it is like lending with collateral,” Lee said.

“But in Islamic mortgages of diminishing musharatza the bank must purchase the property and coowns the asset with the mortgagee … under Korean legislation commercial banks are not allowed to buy property for purposes other than [establishing] headquarters or branches.”

Under the proposals currently before the National Assembly, sukuk may become beneficiaries of the benefits currently offered to other foreign-currency denominated bonds.

In theory, this would establish a legislative framework for a domestic Islamic finance market.

“Adoption of a regulatory framework for the issuance of sukuk in Korea is a step forward in the development of capital markets and the country’s ambition to become a financial hub,” said Brendon Carr, a foreign lawyer with Hwang, Mok & Park. “During 2008 there was a lot of discussion [as to] whether a sukuk was a ‘bond’ as defined in law. That frightened away institutions from making such offerings … now we may have a framework to activate that market.”

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NEWS | analysis >>

Why Islamic finance?

In the past fear may have been a deterrent to the success of the Islamic finance industry, yet worldwide this is something that Korean companies can no longer afford to be frightened of.

Latest estimates indicate that Islamic financial assets are expected to surpass US$1trn in 2010. Sukuk issuance grew five-fold over the past four years to reach US$120bn in 2008 and the mutual fund market is estimated to reach more than US$11bn.

Korea’s chaebol have made no secret of their desire to tap into the Gulf region’s ever-increasing pool of investors to feed their infrastructure activities in the region. But as the GFC dries up financing funds from traditional funding markets, this ‘want’ is quickly transforming into a ‘need’.

“The sub-prime crisis – as well as the bankruptcy of Lehman Brothers – has limited the sources of funding available for Korean companies… and while this has started to improve, Korean companies may still find it difficult to raise and obtain capital in traditional markets like the US and Europe,” said Park Soo Man, a partner at Kim & Chang. “The fact that Islamic finance offers non-synthetic, non-complicated 12

industry because of their experience in social overhead capital projects and facility financing, which are at the core of shariah financing,” said Min Euoosung, chairman and CEO of the Korean Development Bank. He added that in addition, there are a number of other commonalities which could be used as fuel to fire the domestic industry.

“Reflecting on the preference of Islamic finance institutions for longterm investments in large-scale deals, a consortium of Islamic financial institutions may also seek to invest in many of our global corporations… [and on the other hand] the high US dollar liquidity of Islamic countries make investment there very attractive for Korean companies.”

Korea Investments & Securities Corporation Lee agrees. “It is very natural that the Korean market welcomes more stable and long-term investment, such as Islamic finance,” he said. “The Korean economy has a very strong industrial base. This is a very good fit with the ethos of Islamic finance so that it impacts on the real economy into productive investments.” and real financial transactions mean it could have a big role to play in Korea.”

Natural appeal

Just how much of a role Park Soo Man Islamic finance will play Kim & Chang in Korea is still unclear.

Ahn Sang Jin, a partner at Kim & Chang, said that although this will depend on what the final form of the new regulations will be sukuk could debut in Korea as early as mid-2010.

“There are a number of Korean companies looking into the possibility of Islamic products at the moment but we won’t really know until the law is promulgated,” he said. “What we do know is that there a lot of crossovers between the activities of Korean companies and Islamic Ahn Sang Jin finance – so launching a Kim & Chang sukuk may be a popular option.” The ‘crossovers’ Ahn refers to may be one of the biggest factors determining the success of Islamic finance in Korea.

“Korean financial institutions are well-suited to helping develop the local

Not so new overseas

While Islamic finance may be a relatively new product domestically, Korean companies have a long history of tapping these capital markets internationally. The Korean Development Bank was one of the first. “KDB drew [some] of its early financing from the [Gulf] region with its first IFB issuance in 1974 in UAE dirham and Kuwaiti Dinar,” Min Euoo-sung said. In addition, other Korean chaebol such as Lucky Goldstar (LG) and Daewoo have been accessing Islamic trade finance facilities structured mainly through the London market since the 1980’s.

There have also been a number of successful instances of venture capital funds attracting investors into Korea, by setting up Islamic funds of which STIC’s Pioneer Fund II (US$200m), Oryx/STIC’s Korean Technology Fund (US$150m) and another PE pre-IPO buyout by STIC, are three examples. ALB Visit the ALB website for the continuation of this story – www.legalbusinessonline.com.au

Asian Legal Business ISSUE 9.12

NEWS | analysis >>

Analysis >>

Market for legal talent: recovery imminent Lawyers in Asia are hoping that reports of a recovering economy will breathe life into a barren recruitment market. ALB investigates whether firms are looking out for new lawyers

A

fter the doom and gloom pervading economic reports in the past year, it seems like expectations in Asia are finally rising. There are reports of economic ‘green shoots’ and a recent flurry of activity on the HKSE which has boosted confidence. Savvy law firms are already looking ahead to 2010.

According to Hong Kong’s OctoberDecember 2009 “The Hudson Report – Hiring and HR”, 35% of Asia employers overall plan to increase headcount (up from 22% in Q3), and expectations among Hong Kong employers are rising more rapidly than in the other markets surveyed in Asia. While law firms in particular are still slightly cautious when it comes to hiring – only 15% of respondents in the legal sector forecast an increase in hiring for this quarter – none anticipate a decline. There is some activity in the areas of corporate finance, litigation and insolvency.

Given the recent mini-IPO boom of Chinese companies listing on the HKSE, law firms are now on the lookout for lawyers with capital markets experience and Mandarin language skills. The problem is not too many candidates, but too few with the requisite skills. “You find firms screaming for candidates who have those skills, even in a situation where we have a terrible recession,” said James Garzon, director and chief operating officer of recruiter Law Alliance in Hong Kong.

www.legalbusinessonline.com

curve. I think the ones that are hiring now will be the ones who are going to get their pick of candidates,” said Jacqueline Keddie, managing consultant at Law Alliance in Singapore.

Activity in the recruitment market in Singapore has also picked up in the second-half of this year. However, the market remains competitive for candidates and law firms are only recruiting those with very specific skills. Keddie also notes that there has been good movement in the market for in-house counsel, as some multinational corporations seek to expand their Asia operations.

Recruitment may slow down as the year draws to a close but that is to be expected. Further activity may not pick up until after Chinese New Year in 2010. Lawyers in Singapore, Hong Kong and China will probably be the first to feel the effects of an increase in activity – and it will be locally qualified lawyers filling the first roles.

Unfortunately, Garzon has some bad news for lawyers in Japan. Private practice has been hit hard as many international law firms struggle with the loss of legal work generated by inbound investment from the US. “They are not hiring anyone, at any level, in any firm,” says Garzon.

Nevertheless, there is still an atmosphere of cautious optimism as the rest of Asia slowly emerges from the global recession. “We recruiters are feeling really positive about the market,” said Keddie. ALB

Other areas are starting to pick up as well. “M&A activity has increased very noticeably over the last couple of months and this market will continue to strengthen,” said Henry Ong, partner at Weil Gotshal. Ong is confident that the increase in legal work is sustainable and is currently recruiting Hong Kongqualified lawyers at a mid-to-senior level with M&A experience. But he is not finding it easy, he says, due to the relatively shallow pool of lawyers with experience in the market.

Garzon has also observed that law firms who are hiring don’t have the luxury of only perfectly-qualified candidates. “Firms are still passing over highly qualified candidates to look for someone who can fulfill their whole wish list, but the reality is that they aren’t out there,” he said. “Those that may be able to satisfy the majority of the requirements on that wish list still remain rare in the marketplace.” James Garzon Although there has been Law Alliance an increase in work, firms are still exercising caution. “It will be a while before it really picks up. Lawyers, partners – they’re very conservative.

They are likely to wait until they are really busy before they hire and they will be far more careful about hiring huge numbers,” said Garzon. Of course, there are two approaches to recruitment in this market. “Some will wait and see and some will want to be ahead of the

►► Permanent hiring expectations in Hong Kong Banking & financial services

43

Legal

15 29

65 35

All industrial 0 Steady

20 Decrease

3 85

Manufacturing & industrial

Increase

54

6 62

40

60

80

3 100%

Source: ‘The Hudson Report, Hiring and HR’ (HK) – Q4 2009

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NEWS | analysis >>

Analysis >>

REITs: pushing the Manila envelope

W

hichever way you look at it, the successful passage of the Real Estate Investment Trusts (REIT) bill through both houses of the Philippines Congress earlier this month is a watershed development.

After more than two years of deliberation, not only will the new law provide the legal framework for the creation of a categorically different class of financial product – and, in the process democratise commercial property ownership – but it will also act as a catalyst for further development of the country’s nascent capital markets.

Balance

While lawyers are certainly enthused by the new REIT framework and the impact it will have on the economy, many also

14

believe it to be a little stricter than other REIT regimes in the region.

“It is a very positive step for the Philippines economy, and the authorities in producing this law have tried to adopt the good points from other jurisdictions and produce a more conservative framework,” said Elizabeth Opeña, a partner with Quisumbing Torres in Manila.

The stricter elements that Opeña refers to involve a more active role for the country’s Securities and Exchange Commission (SEC) and additional layers of corporate governance requirements – neither of which are found in REIT regimes in Singapore or Hong Kong.

Milton Cheng, head of Baker & McKenzie's Asia-Pacific REIT practice says that in the Philippines model, it appears that the SEC will oversee

not only the REIT managers but potentially also the managers of property underlying the REIT. There will also be a strengthening of corporate governance checks and balances in the form of requirements for independent directors at both the fund manager and the property manager level, and the need for property and fund managers to remain functionally independent from the REIT sponsor.

“The model appears to be an enhanced version of what is already in place Milton Cheng elsewhere in Asia," Cheng Baker & McKenzie said. " Hopefully the implementing rules and regulations will provide further indication of how these new features will be implemented and whether they will be tempered to strike an appropriate balance between making them user-friendly and well-regulated.”

Both Cheng and Opeña are hoping that these issues will be relaxed somewhat in the bill’s enabling rules and regulations, which should be released 90 days after it is assented to by the President.

Francis Lim, president and CEO of the Philippine Stock Exchange told ALB that while any lingering concerns will be “fleshed out” when the regulations are drafted, the measures – which he adds take “best global practices in the REITS industry” onboard – are necessary for its success. “The provisions in the new law attempt to strike a good balance between the development of a good REITS industry and investor protection,” Lim said.

“The involvement of the regulator in overseeing the REITS manager and the property manager is part of this balance which our legislators believe would ultimately benefit the industry in general.”

The same is true of the corporate governance obligations that are imposed. “The fund manager and property manager must comply with corporate governance requirements as a means of protecting the investors from potential abuse that may arise Asian Legal Business ISSUE 9.12

NEWS | analysis >>

from the relationship between the fund or property manager and the REITS sponsor,” Lim said.

Deterrence and democratisation

The question is whether these ‘strict’ provisions will deter investment in Philippine REITs. Lim rejects such assertions – pointing to the already high number of inquiries his team at the PSE are already handling. “I don’t see why this involvement [of the regulator in overseeing the REITS fund and property manager] should adversely affect things … we are encouraged by the high interest generated by the new legislation,” he said. “Even before the bill was passed

by Congress, a good number of property companies and underwriters have been meeting with our staff in the [PSE].

This early, they are preparing for REITS listing, which is required by the law for

the listed company that owns the mall [typically the developer of the shopping mall]. However given the multiple business interests of the listed company, it would be hard to be sure that you were getting a return, or a revenue stream, that is directly linked to the performance of those malls. Having a REIT regime will allow the average man on the street to become a “mini-landlord" of an identified portfolio of properties, with a liquid, exchange-tradable interest in the form of the REIT shares.”

Investing in Philippines REITS is also likely to attract the interest of others in Asia. Wealthy investors in countries such as Japan, Korea and Taiwan, who will often be guaranteed only paltry returns of 0-1.5% spreads on their bond investments at home, will likely be looking at returns of at least 7% in this area.

located in Asia and one of the slimmest ECM product offerings.

“We pale in comparison with other exchanges in the region and that is why we worked hard for the passage of this new legislation,” said Lim. “This new product will definitely pave the way for the development of the Philippine capital market, which is one of the declared objectives of the bill.”

Lim points out that the longer-term development will turn on the success of the bill in the country – not to mention the prevailing economic conditions.

In the shorter-term the fact that REITS offer investors a new class of exchange-traded products should be as good a starting point as any for further development of the country’s capital market – and more generally, its economy. ALB ►► Philippine REITS: Key points

“Before, if people wanted exposure to a shopping mall or something similar, the best you could do was buy into shares in the listed company that owned the mall. However, given the multiple business interests of the listed company it would be hard to be sure that you were getting a return, or a revenue stream, directly linked to the performance of those malls” Milton Cheng, baker & mckenzie

the REITS to enjoy the very liberal tax incentives that it grants.”

In addition to establishing a legal framework to facilitate REITs, the law will also offer numerous tax breaks for exchange-listed REITS that distribute 90% of income to investors.”

(See box, right, for more detail.)

But it isn’t just the country’s largest property developers, the likes of Ayala, Robinson Land and SM Prime, who are showing the most interest. A “high number” of domestic retail investors are keen to acquire their own slice of property in a country which boasts the world’s third, fourth, seventh and eleventh-largest shopping malls.

“The new law is significant in that it also goes a long way to democratising commercial real estate in the Philippines," said Baker’s Cheng. "Before, if people wanted exposure to a shopping mall or something similar, the best you could do was to buy into shares in www.legalbusinessonline.com

Broader impact

While the REIT bill will revolutionise the concept of commercial property ownership, it is also poised to provide the much-needed stimulus for broader economic development, particularly on the nation’s capital markets. At the moment, the market capitalisation of the 245 companies listed on the Philippines stock market is only around US$82bn, which is something of an embarrassment when compared to other countries in the region.

Indonesia and Thailand, for example, each have market capitalisations in excess of US$200bn and 388 and 523 listed companies, respectively.

The Philippines stock market is also well below the regional averages for equity, ETFs, mutual fund, corporate and government bonds and IPO listings. The exchange also has one of the lowest participation rates (0.5% of the population) of any exchange

• REITs must maintain listing on PSE, be corporations with paid-up capital of at least P300m and have at least 1,000 public shareholders each owning at least 50 shares.

• At least 75% of the deposited property of the REITs must consist of income-generating real estate, provided that at least 60% of the deposited property must be income-generating real estate located in the Philippines.

• REITs are still subject to 30% corporate income tax but basis of net taxable income will exclude dividends distributed to shareholders. They will be exempt from the minimum corporate income tax of 2% of gross income. Further, the transfer of real property to a REIT will be subject to only 50% of the documentary stamp tax and the registration and annotation fees that would otherwise apply.

Cash or property dividends paid by a REIT will be subject to a final tax of only 10% or even lower.

• Ninety per cent of income generated from REITs must be distributed to shareholders • A REIT can undertake property development activities only if it intends to hold the property upon completion. ln any event, the total contract value of the property development activities and investments in uncompleted property development can only be up to a maximum of 10% of its deposited property.

• One-third of the board members of the REITs should be independent directors. Both the fund manager and the property manager must also have independent directors. The number of independent directors for the fund manager will be as specified in the law or regulation under which its license is issued. A property manager must have at least two independent directors –or such a number that constitutes 20% of the membership of its board of directors, whichever is higher.

• Strict disclosure policies for material contracts and related party transactions apply.

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Korea, Vietnam >>

Vietnamese firms V

uk report Economy up, training contracts still scant UK firms remain cautiously optimistic in regards to recruitment, and have revealed that while they will maintain their presence on campus, they will be cutting back slightly on the amount of law fairs they attend, and are looking at ways of making their law school visits more cost-effective.

Statements suggest that while law firms are more optimistic about the prospects of an economic recovery, would-be lawyers looking to secure training contracts for 2012-13 are likely to find it just as tough as did their peers who battled it out for graduate positions earlier this year.

DLA Piper sets up South American base DLA Piper has its sights set on South America, recently revealing that it will be launching an office in Brazil with a view to eventually expanding into the rest of Latin America. The firm joins fellow UK firms Gibson Dunn & Crutcher and Simpson Thacher& Bartlett in its initiative. It is expected to open the office in São Paulo as soon as regulatory approval is obtained from the Brazilian bar, the Ordem dos Advogados.

Regional expansion plans for DLA are being driven from its US offices. Chicago-based Stuart Berkson, Tampa-based Mel Martinez and New York-based Robert Gruendel are leading the way.

Lehman legal fees soar Figures in a report given to creditors by PwC recently revealed that legal advisors acting on the administration of Lehman Brothers in the UK have racked up US$112m in fees during the last year. Total fees include those paid to barristers and covers the amount billed between Lehman’s September 2008 collapse and 14 September 2009.

Linklaters – currently leading the advice for PwC administrators Tony Lomas and Steven Pearson – recently referred to the case as the “largest and most complicated bankruptcy in history”. The firm had up to 30 partners working on the Lehman administration in the aftermath of the collapse, although it is understood that the work has now levelled off. The 100-strong Linklaters team is being led by head of restructuring and insolvency Tony Bugg, alongside restructuring partner Richard Holden and banking partner David Ereira.

ietnamese law firms are looking to establish a presence in the previously restricted legal market of South Korea, according to a spokesman at the Korean Ministry of Justice. The spokesman said that four Vietnamese firms have sought to apply for a licence to practice on a consultant basis.

In September, laws allowing foreign law firms to practice as consultants came into effect. In its commitment to free-trade agreements, Korea will open its legal market to foreign firms in a three-step process, with full liberalisation planned for 2016.

Although no firms have officially applied, those hailing from the ASEAN region – a substantial number from Vietnam – have “shown interest” in opening there, said the spokesman. To be eligible to practice as consultants, foreign lawyers must have worked in Korea for at least three years and also have lived locally for at least 180 days of the year. Eric Yang Yulchon The managing partner of one of Vietnam’s largest firms said that it’s likely that Vietnamese Australia, Japan >>

 ROUNDUP

• Simmons & Simmons recently announced that it has made corporate responsibility a core component of its 2009-12 business plan. Dubbed ‘Step Up’, the CR program will have community work to feature on timesheets, along with its own blog and a podcast on iTunes • Norton Rose has begun to reinstate some fee earners to full hours as market conditions improve. A flexibleworking scheme was put in place in March in a bid to avoid making job cuts but it is thought that a large number of staff (including overseas offices) have returned to full-time hours • Slaughter and May confirmed that its salary freeze will continue for the remainder of the financial year. All fee earners, associates and trainees will receive a bonus equating to 5% of salary in December, half of the 0% paid out last year. Support staff will not see any reduction to their bonus rates of 2.5% of salary • Clifford Chance has lost eight fee-earners from its capital markets practice to redundancy, following the firm’s decision to significantly scale back its global partnership by around 15%. According to certain reports, a number of voluntary redundancies have also been made in the real estate group.

• Pinsent Masons remains the law firm with the largest number of clients listed on London’s Alternative Investment Market (AIM). The recent junior market data shows that of the firms featuring in the top 20 rankings, only Pinsents, LG and Stephenson Harwood increased their client count. DLA Piper, Eversheds and Norton Rose all saw their AIM-listed client base shrink over the three-month period.

• Latham Watkins recently made up 23 associates to partner, including two in London, as well as promoting 13 associates to counsel. The promotions are to come into effect in January and are spread across a variety of offices including Munich, Hamburg, Frankfurt, Tokyo, US, Doha, Paris, Singapore and Shanghai. Seventeen of the new partners are either corporate or finance partners, while six of the 23 are women

16

Australia’s Blake B lake Dawson will become the first Australian firm in Japan when it opens an office in Tokyo in early 2010.

The office will be headed by Melbournebased Natsuko Ogawa, who has been promoted to Asia international partner.

Ogawa will be joined by three other lawyers who are currently on secondments to clients in Japan. The firm is focusing its Japan strategy on servicing energy & resources, corporate and infrastructure deals.

“Japanese companies are becoming more comfortable operating overseas, which means if we want to have close connections with clients, we need to be where they are,” said North Asia group head Ian Williams.

Williams added that while the plan to open in Japan had been in the works for five years, Blakes

Asian Legal Business ISSUE 9.12

NEWS >>

make inroads to Korea firms with established alliances or ties to a Korean firm would look to apply.

Korea is one of the biggest investors in Vietnam, with investment estimated to have reached US$16bn according to official figures. Korean firm Yulchon in 2007 opened an office in Ho Chi Minh to capture a stake in the niche market.

Although the firm is seeking to partner with a Vietnamese firm, no official alliances have been established. “There are many chances to work with local firms because Korean companies are very active doing business in Vietnam,”

said Eric Yang, a partner in the Vietnam office. “We don’t have an official alliance with a Vietnamese firm but we do have good relations with some.”

Yang added that with the current limitations on foreign firms, it’s premature for any to set up offices at present. “In the future there might be a possibility of Vietnamese companies doing business in Korea but at the moment these activities are very limited and basically their firms are not yet able to handle these kinds of transactions [to advise on local law],” he said. ALB

Dawson to launch in Tokyo was only recently prompted to launch as Japanese clients increase their investments in Australia and Indonesia. “India, China and Japan are competing to secure energy supply, and Australia and Indonesia are key markets for energy and resources,” he said.

Williams estimates that 50% of work in its Jakarta office is conducted for Japanese and Korean clients. The firm will also advise investment firms and consumer product companies. “Japanese consumer product companies are increasing their investments very heavily. They have good cash flow and Ian Williams are very profitable Blake Dawson but there aren’t many www.legalbusinessonline.com

opportunities for either consolidation or expansion [locally], so when they look for opportunities, Australia …meets their investment criteria very well.”

A longer-term focus for the Blakes office will be on infrastructure deals.

This is significant as one of the principle agendas for the Australia Japan Business Co-Operation Committee (of which Blakes partner Bob Seidler is a member) is to push for public-private partnership deals in a November meeting in Japan.

Williams said that a JV with a local firm is not part of the firm’s goal. “We have excellent relationships with the major Japanese firms and we think that Australian clients would want the very best Japanese legal advice and that should be left to the leading Japanese firms,” he said. ALB

news in brief >> Billable hour moribund?

According to a survey by legal consultant Hildebrandt, more US-based and international legal departments will be seeking alternative fee arrangements (AFAs) in 2010.

Almost half of the respondents said that AFAs will constitute 11% or more of their external legal spending.

This compares to 37% of respondents last year.

“Now more than ever, cost control is a strong management imperative for law departments,” said Hildebrandt survey editor Lauren Chung. “The survey previews change the way law departments operate, especially with regard to reducing and managing inside and outside costs.”

As reported in ALB’s November issue, Asian legal departments are also asking for AFAs such as discounts, fixed fees and other added-value bonuses.

No starting-salary cuts in MoFo’s Asia offices First-year associates in Morrison & Foerster’s Asia and New York offices are safe from the firm’s decision to cut starting salaries to US$145,000 elsewhere; and first-year associates in Asia and New York can expect to receive the full US$160,000 in their first year.

Morrison & Foerster did not provide any comments other than its official statement. “Starting salaries at Morrison & Foerster in New York and Asia will be US$160,000, the same as last year, and starting salaries in other US offices will be US$145,000.

Note, however, that the market for first-year salaries among [US] firms is undetermined at this time. Given that, we will continue to assess starting salaries, in light of market trends, and may elect to adjust as required based on larger market developments,” said the statement. It comes as no surprise that the firm expects to be able to maintain higher starting salaries in Asia, where law firms are reporting a tightening up in the labour market.

“Growth” spurs Al Tamimi to move Jordan office Al Tamimi & Co lawyers in Jordan have found a new home in Emaar Towers, Jordan’s 12th-tallest building.

The firm said the new office was needed due to its ‘organic growth’ and its expansion plans in the country. The firm formed a presence in Jordan last year after acquiring all three lawyers of the local firm Hamarneh & Saqqaf – Lyad Hamarneh, Khaled Saqqaf and Siri Hashem.

Located in the city’s ‘prestigious’ 6th circle, Emmar Towers was opened this year. Al Tamimi’s Jordan office head Khaled Saqqaf said the relocation will help the firm develop as “one of the key jurisdictions in [our] international network.”

►► Al Tamimi & Co office locations

Location Abu Dhabi Amman Baghdad Doha Dubai Riyadh Sharjah

Lawyers 20 3 5 12 107 8 5

17

NEWS >>

UAE >>

New Zealand law firm

us report Shearman & Sterling set up in Milan Shearman & Sterling is gearing up to open an office office Milan, following the relocation of two of its Rome partners to the city.

The firm’s second office in Italy is a bid to expand the US firm’s Italian practice and will be led by partners Tobia Croff and Fabio Fauceglia, who bring with them a team of four associates.

Cravath cuts associate bonuses Cravath Swaine & Moore recently became the first major US practice to reveal drastic cutbacks on associate bonuses for junior lawyers. Reports state that second-year associates will now receive a US$7,500 bonus (down from US$17,500 last year), while senior associates will earn US$30,000 – on par with 2008 levels. First-year associates however, who earn US$160,000 a year, will not receive any bonus.

Although the firm did not announce any layoffs this year, it faced overstaffing and offered incoming associates US$80,000 in June to voluntarily delay their start dates by one year. Gross revenue has also dropped 13% to US$532.5m along with profits per partner, which was reportedly down 24% to US$2.5m.

Morrison & Foerster lower California pay packets Morrison & Foerster recently revealed that firstyear associates in the Big Apple and Asia will be paid more than those based in its California



offices. The firm is one of the first in the US to publicly state the disparity, with MoFo Chairman Keith Wetmore citing ‘differences’ between the California and New York markets as one of the factors in the decision.

Associates in California and New York have typically made $160,000 at the top firms, while those in other markets could expect to make less, but MoFo will now pay incoming associates $145,000 in offices outside of New York and Asia.

Reed Smith dumps lockstep system Reed Smith recently made a move to overhaul its lockstep system in favour of a new three-tier pay structure for associates.

The firm is the latest in a string of global law firms to discard lockstep in favour of a new focus on associate training. The new scheme will divide associates into three tiers: junior, mid-level and senior. Associates across the firm’s entire network will now be required to meet a set of competencies in order to advance, with courses set out to help those in the process. Partners at the firm will also act as career advisers to associates.

The program also covers four main areas – legal skills, citizenship, business skills and clients – and nine core competencies including mastering fundamental legal skills, support of the firm’s culture, demonstration of leadership and business skills, and understanding and effectively managing client needs.

ROUNDUP • White & Case recently relocated a London structured products and capital markets partner to Johannesburg as part of the firm’s new focus on Africa. Josh Parbhu is the first partner move to Africa as the US firm moves to expand its practice in Johannesburg, to take advantage of an increasing number of project finance and capital markets opportunities in the region • James Maiwurm has been elected as the new chairman of Squire Sanders & Dempsey. He has been the top 60 US firm’s global managing partner since 2003, and takes over from Thomas Stanton who has held the post for 20 years • Baker & McKenzie London partner Beatriz Pessoa de Araujo was recently elected to the firm’s international executive committee. Araujo, who has been with the firm since 1985, has served on the London management team for the past five years. Her place in the committee will be filled by disputes partner Tom Cassels • Milwaukee-based Foley & Lardner has cut 39 lawyers in layoffs across its 21 offices, with Chairman RalfReinhard Boer citing decreased demand from clients for legal services as the reason for the redundancies • Wilmer Cutler Pickering Hale and Dorr have laid off 57 staff at four different offices. The biggest cuts were made in Washington DC and Boston, reportedly in response to ‘a changed business landscape’

18

N

ew Zealand’s Kensington Swan will become the first Kiwi firm to have a presence in the Middle East, when it launches an office in Abu Dhabi in late December. The firm said the venture was prompted by demand as more of its key clients – from the outsourcing logistics, technology and agriculture sectors – expanded to the Gulf region.

Lawyers had been working on cross-border deals across the two regions on a fly-in, flyClayton Kimpton Kensington Swan out basis over the last Hong Kong >>

BVI–incorporated

C

ompanies incorporated in the British Virgin Islands (BVI) may soon be able to list on the HKSE, according to a guidance letter recently issued by the exchange which confirms that it is considering an approval.

The Hong Kong government has been trying to increase Hong Kong’s competitiveness as a financial centre and has implemented a number of initiatives in the past few years to achieve that goal. “One of the initiatives was to encourage the HKSE to permit listings of companies incorporated in other jurisdictions.

What has been happening is that the HKSE is gradually recognising other jurisdictions,” said Spencer Privett, joint managing partner of Maples and Calder’s Hong Kong office.

In making its determination about whether to approve a new jurisdiction, the HKSE will consider various issues, the most important being shareholder protection. “What they want to ensure is that the level of shareholder protection under the corporate law in a particular jurisdiction meets Hong Kong standards,” said Barry Mitchell, partner and head of Maples and Calder’s Hong Kong-based BVI team.

Approval is expected around the end of this year. “Based on the Jersey Asian Legal Business ISSUE 9.12

NEWS >>

news in brief >>

makes record launch in the Middle East five years, but the firm pursued the venture more aggressively in the last 18 months and had been “testing out the market.”

The Abu Dhabi office will be headed by partner Quentin Lowcay, who regularly works in Dubai and is a key advisor to the firm’s outsourcing and telco clients. The office will be staffed by six lawyers from its Auckland and Wellington offices. The firm said it had seen a significant response internally from those lawyers wishing to be considered for the new office. While it has not hired any locally qualified lawyers, Kensington Swan said this

will be considered later on.

The office will be 100% New Zealand owned and largely focused on assisting local companies on outbound business ventures. However, chairman Clayton Kimpton said this will not limit the firm in any way as the office will be surrounded by local businesses. “We want to demonstrate to the local market a willingness to integrate fully into the Abu Dhabi business community – [which is why] we didn’t want to take a free zone or joint venture approach,” he said. “We don’t see this approach as limiting because it will allow us to work with multiple local legal providers.” ALB

companies may list on HKSE

Outsourcers ready to consolidate Legal outsourcing company CPA Global is in talks with potential investors keen to acquire an equity stake in the outsourcer. LDC, the private equity unit of Lloyd’s, is rumoured to have offered to purchase the company for £400m.

A spokesman for CPA Global declined to comment on market speculation but confirmed that the company is currently in discussion with a number of potential investors. Earlier this year, Rio Tinto made the decision to engage the services of CPA Global and outsource its lower-end legal work to 12 low-cost lawyers in India. The deal resulted in significant cost savings for Rio Tinto and outsourcing low-end legal work enabled its in-house counsel to work on more complex and challenging legal matters.

SJ Berwin opens in Shanghai & Dubai UK-based SJ Berwin has opened an office in Shanghai, the firm’s second in Asia this year. The office will be staffed by senior associates Ji Hailong and Philip Senff, who both relocated from Frankfurt. The new branch will focus on fund formation, M&A, PE and real estate.

In April the Hong Kong office, headed by Liew, was launched, with SJ Berwin also opening an office in Dubai in September 2009. This expansion comes after the firm suffered a dip in profits per equity partner of nearly 50% last year.

►► quick facts:

• Established in 1982, the latest office opening takes number of offices to 13 • Beforehand, the firm only had branch offices in continental Europe: London Belgium, France, Germany, Italy, Spain and the UK • Full-service corporate law firm employing more than 175 partners and 435 lawyers

experience, we would expect a decision within two or three months,” said Privett, referring to the exchange’s recent decision to allow companies incorporated in Jersey to list.

A listing on the HKSE is an attractive exit option for private equity investors with investments in China.

“Foreign private equity investment is reaching a certain level of maturity in China and with exits sometimes difficult to achieve, the ability to list in a well regulated and cost-effective jurisdiction such as Hong Kong should provide BVI companies with an exit strategy which has not hitherto been www.legalbusinessonline.com

available without first undertaking a significant restructuring,” said Mitchell.

If approval is granted, Maples and Calder expects that work will flow from IPOs of BVI-incorporated companies on the HKSE. As Maples and Calder does not provide advice on Hong Kong law, the firm will collaborate with other Hong Kong law firms on such transactions. General corporate work involving M&A and structured finance will also flow through Maples and Calder’s Hong Kong-based BVI team as more investors elect the BVI as a jurisdiction of incorporation. ALB

AZB stumbles into conflict of interest AZB & Partners has been caught up in the public feud between billionaire brothers, Mukesh Ambani of Reliance Industries Limited (RIL) and Anil Ambani of Reliance Natural Resources. Justice Raveendran, a judge of the Supreme Court, stepped down from hearing the case between the two companies over a gas supply deal turned sour due to a conflict of interest – his daughter is associated with AZB, the Indian law firm which advises RIL on other matters.

The hearing had already run for six days by the time the conflict of interest was discovered and it will now have to start from scratch before a new judge. RIL stated that the news came as a surprise and that AZB should have informed it of the association.

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NEWS >>

Update >>

Malaysia, Singapore >>

Intellectual Property

Dacheng Central Chambers

The role of expert witness in claim interpretation

S

T

he interpretation of patent claims plays a critical role in nearly every patent case. It is central to the evaluation of infringement and validity of the claims.

The court is obliged to interpret the patent in the same manner as a skilled person in the art. One of the avenues open to the court to do so is to hear testimony from expert witnesses provided by the parties and qualified as the skilled person. When the parties’ experts disagree, the court must then decide which interpretation to employ.

In Brooks v. Steele and Currie, 14 R.P.C. 46 (1897), the court held that expert testimony was admissible in patent cases to explain technical terms, demonstrate the technology, summarize the prior art and identify differences between the plaintiff’s patent and defendant’s accused product. The court held, however, that the value of such evidence does not change the fundamental nature of patent interpretation as an issue of law for the court.

Jacob LJ in SmithKline Beecham plc v Apotex Europe [2005] FSR 23 explained that a judge should be careful to distinguish his views on the rival experts and to determine whether they are good at explaining the reasons for their opinions and if those reasons would be perceived by the skilled man. This was applied in the recent case of ASM Assembly Automation Ltd v Aurigin Technology Pte Ltd and Others [2009] SGHC 206.

In ASM Assembly Automation Ltd v Aurigin Technology Pte Ltd, Justice Tan Lee Meng relied on expert witness in his decision to distinguish if the patent had novel and inventive features. The patent in suit was for an apparatus and a method for automatically placing an array of solder balls onto a substrate. After cross-examination, the Judge was of the opinion that the plaintiff’s expert was not very coherent whereas the defendant’s experts were clearly nonpartisan and absolutely clear in their reasons that there was nothing inventive about the patent in suit. The judgment did not mention how the Judge construed the claims except that the Judge accepted the evidence of the defendant’s expert witnesses that there was nothing novel or inventive in the patent in suit and ordered that it be revoked.

It appears that expert witness may have an influence on the judgment and hence they should be chosen with care.

However claim interpretation is ultimately a question of law. Expert witness can only provide insight to the patent claims but the scope of the invention has to be determined by the claims as interpreted by the judge.

Lim Huiyi, Patent Engineer Intellectual Property and Technology Group ATMD Bird & Bird LLP 39 Robinson Road #07-01, Robinson Point, Singapore 068911 Phone +65 6534 5266 Direct +65 6428 9820 Fax +65 6223 8762 Email huiyi.lim@twobirds.com

20

Lim Huiyi

ingapore’s Dacheng Central Chambers has formed an alliance with Malaysia’s Chris Koh & Chew – the ambitious joint venture firm’s second alliance in two months. The alliance between the two firms will be finalised by December, extending an existing partnership formed in 2005.

In September, Dacheng Central Chambers partnered with India’s Vaish Associates Advocates, in order to pick up Chinese clients who are investing in India. The new alliance with the Malaysian firm, however, is part of its South-East Asia strategy, targeting Chinese clients investing in Malaysia. “One of the growth areas is Chinese companies listing in Malaysia and we want to be able to capture this market,” said managing partner Aloysius Wee. “Chris Koh & Chew are reputable … and DCCC would be able to support them in activities.” The managing partner of the Malaysian firm, Christopher Koh, said that growth of Chinese listings in Malaysia has been facilitated locally by lower property prices and regulatory Malaysia, Singapore, UK >>

More lawyers to face

L

awyers continue to dominate worldwide headlines for their involvement in major fraud cases – as defendants, not counsel. In just one week in October, multi-million dollar cases have emerged from Malaysia to Singapore and London.

In Malaysia, a lawyer and a manager from Kuala Lumpurbased firm Ros & Associates were found guilty on 26 October of criminal breach of trust amounting to MYR3m (US$800,000) and will serve five years in jail. A local court heard that lawyer Rosmaniza Osman and manager R Rozalind Sakunthala failed to return funds entrusted to them by the firm’s clients, Maju Holdings, dating back to 2005.

In sentencing, the judge said that this action may cause the public to lose faith in the legal profession. “When a client hires you, it’s an act of faith and trust. You are paid a fee for your services and when you commit a breach of trust, it affects the public’s trust in the legal profession,” the judge said.

A similar case emerged in Singapore when local lawyer Tan Cheng Yew was charged with criminal breach of trust for fraud amounting to around US$4m. Yew was extradited from Germany where he had been discovered earlier this year, to face a number of counts of fraud, allegedly committed between 2001 and 2003. He was charged on Asian Legal Business ISSUE 9.12

NEWS >>

Update >>

finds Malaysian ally developments.

“Previously, it was the other way round with Malaysian companies going to China, but now there are quite a lot of Chinese companies expanding their networks to South-East Asia,” he said. “These companies, and increasingly [those] high-net-worth individuals, like the fact that real estate here is relatively inexpensive ... and also that the financial services industry has flexible foreign ownership rights.”

Earlier this year, the Malaysian government launched a faster approval system for foreign listings on its exchange.

“While previously it was quite rigid, the Bursa Malaysia has now made it easier for foreign corporations to come into Malaysia, as the regulations are much friendlier,” Chew said.

The firm has received several enquiries from Chinese clients considering local listings but is yet to see their strategy come to fruition. Current reluctance may be in part due to the weakening share price of recent IPOs listed on the Bursa Malaysia. ALB

fraud charges 22 October with using funds entrusted to him by clients.

Meanwhile, a former senior in-house lawyer at the London branch of Japan’s Bank of Tokyo-Mitsubishi is facing jail in England after being found guilty last week of defrauding the bank of almost US$11m in 2006. Kate Johns, the bank’s former deputy head of legal, persuaded colleagues to approve money transfers of up to £7m (US$11m) to Indonesian airline Air Efata, which was owned by a close friend, Frank Taira-Supit.

The court heard that Johns – who earned £150,000 (US$240,000) a year in her in-house role – profited from the transfers, receiving around £2m (US$3m) from TairaSupit. Johns used the money to fund her luxury lifestyle and pay off her mortgage, making purchases such as designer dresses and earrings worth over £40,000 (US$65,000) as well as having daily manicures and breast implants.

Colleagues described Johns, who joined the bank over a decade ago, as “well-respected, hard-working and ambitious.” She was arrested in January 2008 when the fraud was unravelled, after the struggling airline collapsed and its owner Taira-Supit committed suicide. Sentencing is scheduled for December. ALB www.legalbusinessonline.com

International Tax Release of Michael Foot review for the UK Treasury on British Dependencies and Overseas Territories

T

his Report highlights the significant positive contribution these international financial centres make to the liquidity of the UK market, providing net financing to UK banks of $332.5 billion in Q2 2009. It also acknowledges that most jurisdictions in the developed world seek to make their tax regimes internationally competitive. It recommends improved standards in financial regulation and tax information-sharing alongside moves by the Crown Dependencies to broaden their tax bases by collecting income or sales taxes.

It is welcome to see the solid research base that the Report’s recommendations are based upon. Deloittes are understood to have provided a lot of this research. Too often in this area debate has been based upon political preconceptions rather than factual analysis.

The Foot Review finally recognises the key role these jurisdictions serve in securing liquidity for the City of London, and other international financial centres. The G20 needs to take account of the potential this positive role has in helping the global economy recover. The report gives them a platform to secure their future with some certainty.

The Report does call for a move to automatic exchange of information. Although many practitioners in this sector have real concerns that automatically exchanging tax information in an effort to flush out a minority engaged in evasion may compromise the confidentiality of those who are totally tax compliant, particularly if information is passed to unstable governments or potentially corrupt institutions in some countries.

In any case Suspicious Transactions Reports filed under Anti-Money Laundering provisions in many jurisdictions are, we understand, circulated to the corresponding authorities (usually the police) in the countries where the parties are engaged, as often there is a criminal offence involved in addition to a tax contravention.

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 >>

regional >>

Hogan & Hartson and engagement, marriage to T

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22

he date has been set, the guests invited, and the bride’s dress has been picked out. Now all that remains is the all-important parental blessing.

Lovells and Hogan & Hartson have formally announced that the two firms will join forces as early as May next year pending approval from each firms’ respective partners in December. If successful, the merger could create a global legal powerhouse with 2,800 lawyers worldwide, according to ALB 50 figures. This would put it only slightly behind Clifford Chance in terms of overall size. In Asia, the firm would be the 28th largest, with 243 lawyers.

The two firms’ worldwide management committees – which includes Lovells’ Asia and Middle East managing partner Crispin Rapinet – met in late October to give the merger the green light and recommend the decision to partners at both firms. Documents outlining the “terms” of the proposed merger Crispin Rapinet Lovells were then sent to partners, who weighed up the decision in meetings scheduled in November. If approved by the partners, the merger would be effective in May 2010.

However, partners are likely bring up issues surrounding the two firms’ cultural and structural differences – Lovells operates in the lockstep model whereas Hogans uses meritbased compensation. “Traditionally there have been problems with US and UK tie-ups David Harris because of the cultural differences,” said a Hogan & Hartson leading partner at a US firm. “The US firms are based on a meritocracy and UK firms are based on the lockstep. It doesn’t mean they can’t work it out but it will be something to consider.”

Nevertheless, sources close to the two say they are very likely to go ahead and merge. “The strong similarities [in] values of each firm, combined with the powerful business China >>

First AML litigation decision

A

fter a year-long wait, the first Anti-Monopoly Law court decision in a private anti-trust litigation has finally been made. Since the Anti-Monopoly Law (AML) came into effective in August 2008, a number of private actions have been brought before China’s courts against business giants such as Baidu, Shanda, China Mobile, Sinopec Beijing Oil Products Company and China Netcom. On 23 October, a court in Shanghai dismissed the abuse of dominance case filed by Beijing Sursen Electronic Technology against Shanda Interactive Entertainment and Shanghai Xuanting Entertainment Information Technology.

Asian Legal Business ISSUE 9.12

NEWS >>

news in brief >>

Lovells announce follow in 2010 rationale for the merger, are a compelling proposition,” said Lovells managing partner David Harris.

“This would be the first transatlantic merger of two top 30 global law firms. The … combination complements each firm's capabilities from a practice, geographic, and industry perspective,” said Hogan & Hartson Chairman J Warren Gorrell Jr. It is believed that the merger was initiated by the Hogan & Hartson side, and it would certainly be advantageous to the US-based firm, whose 54 lawyers in Asia would be supplemented by Lovells’ 189. Hogan would also gain three offices through Lovells – in Singapore, Dubai and Vietnam – with Lovells gaining an Abu Dhabi office. In total the merged firm would have an Asia and Middle East regional presence extending across Abu Dhabi, Beijing, Dubai, Hanoi, Ho Chi Minh City, Hong Kong, Shanghai, Singapore, Tokyo and Vietnam, as well as its many US and UK offices. ALB ►► Lovells + Hogan & Hartson in Asia Office

Total number of partners and lawyers

Total number of partners

Total number of lawyers (excluding partners)

China (Beijing + Shanghai)

81

11

70

UAE (Dubai + Abu Dhabi)

35

11

24

8

–

8

Hong Kong

75

14

61

Singapore

21

3

18

Vietnam (Hanoi + Ho Chi Minh City)

Tokyo

23

6

17

TOTAL

243

45

198

Firmwide revenue (2008/09)

Lovells:

Hogan & Hartson:

£531m

US$922.5m* Source: ALB 50, *American Lawyer

emerges in China Lawyers from law firm Shanghai Co-Effort, You Minjian and Li Yan, represented the defendants, and partner Sun Ying from Shanghai Diligence Law acted as the plaintiff’s legal advisor.

Shanda’s general counsel Jerry Zhang noted that the court decision is an expected one and didn’t cause a stir in the company. “This case is significant because it’s the first case adjudicated by a court under the new AML regime, but it hardly has any precedent value for future anti-trust litigation.

The result is reasonable and within our expectations,” he said, noting that ensuring his company’s compliance with AML has become an integral part of the in-house legal team’s work. ALB www.legalbusinessonline.com

Top Gulf firms offer pro-bono services Some of the Middle East’s top law firms have partnered up with the Dubai Land Department to provide their services pro-bono in real estate-related court cases. Al Tamimi, Norton Rose, Trowers & Hamlins, Lawyerpoint, Clyde & Co, Afridi & Angell and Hadef Al Daheri & Associates have joined the department’s new Legal Care Group, which will offer free legal services to people with “genuine real estate issues” to encourage the public to seek legal advice where they may previously have been deterred by high fees.

Clifford Chance closes landmark China deal Clifford Chance have advised on one of the largest private equity buyouts ever completed in China –Affinity Equity Partners’ (AEP) US$200m acquisition of a 94.2% stake in Beijing Leader & Harvest Electric Technologies. This is the third successful buyout of a Chinese company that Clifford Chance has closed in recent years.

"This transaction will be a reminder that buyout deals are also possible," said Clifford Chance's PE partner in Beijing, Terence Foo, who led the firm's team. "The challenge is to find the right company with the right structure that is suitable for a buyout."

Firms who are hoping to close more LBOs will continue to overcome some significant barriers.

"Buyouts in China are notoriously difficult to close," said Foo. He pointed out three main challenges: highvalue deals typically require regulatory approvals at the central government level which are more difficult to obtain; a foreign investor taking control of a Chinese national champion may encounter some form of protectionism; and getting leverage from banks for China deals is difficult where the ability to obtain security is fairly limited. masculine-named lawyers better off?

Researchers at a US university have found that female lawyers with more masculine-sounding names will make more money in their legal career, and are more likely to be appointed to the bench than those with traditionally female names.

The recent study from Clemson University in South Carolina, discoverde that a lawyer named Kelly was 5% more likely to become a judge in the US, while a female named Bruce was five times as likely to make the bench (how many female Bruces were included in the study is unclear).

23

NEWS >>

appointments ►► LATERAL HIRES

India Studies Centre

Name

Leaving

Going to

Practice

Location

Jane Yao

Colin Ng & Partners

Harneys

Corporate

Hong Kong

Monica Chu Gauri Rasgotra Henry Cort

Cayman and BVI law firm George Washington Law School Trowers & Hamlins

Corporate Corporate Projects & finance

Hong Kong New Delhi Singapore

Mao Rong Matthew Berger

Kodak Morrison & Foerster

Harneys Khaitan & Co Baker & McKenzie.

Wong & Leow Reed Smith Paul Hastings

M&A Technology

Steven Hsu

Baker & McKenzie

Beijing Zhengtai

Director of marketing centre

Beijing Palo Alto and Tokyo Beijing

Henry Ong

Simmons & Simmons

Corporate

Hong Kong

Jasson Han

Simmons & Simmons

Corporate

Hong Kong

KA Najmi

FoxMandal Little

Weil, Gotshal & Manges Weil, Gotshal & Manges India Law Services

Project finance

Delhi

►► Relocations Firm

Partner

From

To

JSM Ashurst

Geofrey Master Nick Williamson

Washington DC London

Hong Kong Abu Dhabi

►► Promotions Name

Firm

Promotion

Location

Carl Sheldon Abdul Aziz Al-Yaqout Various (15 Asia lawyers)

Abu Dhabi National Energy Company DLA Piper Clifford Chance

General manager Middle East managing partner Senior associate

Abu Dhabi Kuwait Beijing, Hong Kong, Shanhai, Singapore, Tokyo,

JSM

JSM expands Asia technology practice JSM is expanding its business & technology sourcing (BTS) practice in Asia by relocating partner Geofrey Master from Washington DC to Hong Kong. Master is leading the expansion of the firm’s BTS practice in Asia.

Asia is currently seeing a rapid growth in outsourcing business and Master’s appointment as lead BTS partner in Asia is well timed. “Cost pressures and … changes in technology have led businesses to look to outsourcing Geofrey Master [for]… cost efficiency, access to cutting-edge technologies and business processes,” Master said.

Clifford Chance

Clifford Chance corporate lawyers rewarded Fifteen Asia-based Clifford Chance lawyers are celebrating their promotion to senior associate. Most of the promoted lawyers are from the corporate and finance practices and around 46% began their careers at the Magic Circle firm in September 2003.

Promotions were given to Wang Zhong from the

24

Beijing office; Katherine Ke and Paula Liu in Shanghai; Alex Cheung, Helen Fok, Celina Fu, Christina Hui, Richard McDade, Karen Wong, and Alan Xu in Hong Kong; Joanne Booth, Sandeep Bose-Mallick, and Tsuguhito Omagari in Tokyo; Bong-Sang Cho and Colin Dunlop in Singapore.

Harney Westwood & Riegals

Business growth for Harneys Harney Westwood & Riegels has boosted its Asian practice with three additions to its workforce in Hong Kong. “The bottom line is that we are growing our business in Asia and we hope to develop both our client base and our team during the course of 2010,” says Michael Gagie, managing partner of Harneys’ Hong Kong office.

Jane Yao is Harneys’ newest senior associate, experienced in M&A, IPOs and foreign direct investment into China. Harneys also lured Monica Chu, associate, from a competing Cayman and BVI Jane Yao law firm.

Khaitan & Co

Indian lawyer returns to old firm ‘enriched’ by US Indian firm Khaitan & Co has boosted its New Delhi partnership by appointing corporate lawyer Gauri Rasgotra, who has rejoined the firm after spending two years in the US as the head of the India Studies Centre at the George Washington Law School.

Rasgotra said her experience as director of Indian activities at the centre helped enrich her perspective of work. At Khaitan & Co, Rasgotra returns to advise on litigation, corporate and IP legal matters.

Trowers & Hamlins

Bakers

Bakers hires new project finance partner Joint venture firm Baker & McKenzie.Wong & Leow has hired a new finance & projects partner, Henry Cort, in Singapore. Cort’s appointment will develop the firm’s finance & projects practice in South-East Asia and attract infrastructure-related work.

Cort, who was previously a partner at Trowers & Hamlins Dubai office, has advised on several water and power projects in the Middle East, including the successful closing of a US$2.5bn independent water and power plant in Saudi Arabia. He is currently advising on a water treatment project in the Middle East and will soon be acting on some power development projects in Indonesia.

“Many Asian infrastructure clients want to use an advisory team that includes counsel resident in Southeast Asia that have on-the-ground experience of the implementation of major projects in the Middle East and the local laws,” said James Huang, head of the finance & projects group.

Allen & Overy

TAQA

Former Allen & Overy partner for UAE energy Carl Sheldon, the former head of Allen & Overy’s US and German operations, has been appointed as general manager of Abu Dhabi National Energy Company (TAQA), a longstanding client of the firm.

Sheldon was promoted to the top post after joining the company as its first general counsel last year, replacing CEO Peter Barker-Homek. He will now be responsible for the daily operations of the company which has an asset base of more than US$24.5bn.

Before joining TAQA Sheldon spent 17 years at Allen & Overy, and was managing partner of the firm’s New York and Frankfurt offices. Allen & Overy currently sits on TAQA’s legal panel, which may well be fruitful for the firm as the company is aiming to increase its asset base. “Since TAQA was established in 2005, we have enjoyed a strong working relationship with Allen & Overy and it is excellent news that Carl is on board,” said Barker-Homek at the time of Sheldon’s appointment as general counsel last year.

Asian Legal Business ISSUE 9.12

NEWS >>

news in brief >> Yulchon

Kim & Chang

Kim & Chang hires with eye on trade liberalisation Korean firm Kim & Chang has made two major appointments in just over one month – hiring Yulchon partner Dr Youngjin Jung and former patent judge Hoe Kee Lee. Kim is rejoining the firm as a senior partner in the white-collar crime defence group, after leaving in 2005 to take up a role as vice director of Korea’s National Intelligence Service.

Jung joined in mid-September from Yulchon, boosting Kim & Chang’s anti-trust, international trade and arbitration practice. Jung is a registered arbitrator on the World Bank’s ICSID panel and was also a legal advisor to the Korean government on its US and EU Free Y.H Jung Trade Agreements.

Kodak

Reed Smith

Kodak in-house director smiles for Reed Smith Kodak’s former Asia-Pacific director of legal affairs Mao Rong has moved on to Reed Smith’s Beijing office as counsel. Her practice areas will focus on cross-border M&A and corporate transactions involving China and the US. At Kodak Mao worked closely with managing directors on major projects and transactions and provided regional support for worldwide M&A and restructuring projects. Prior to joining Kodak, she was in private law practice in the US and Asia for a decade.

Mao Rong “I’m looking forward to helping American and European MNCs to set up operations, diversify, and comply with Chinese and US regulatory demands in China,” said Mao, who is dual-qualified to practise in China and New York.

Morrison & Foerster

Paul Hastings

MoFo loses Tokyo head to Paul Hastings The chair of Morrison & Foerster’s technology practice in Tokyo, Matthew Berger, has moved to Paul Hastings. He will be based in the Palo Alto and Tokyo offices advising on IP and technology related matters.

Berger – who has represented US, Japanese and European clients such as Toshiba and Fujitsu in the life sciences and technology industries – said that his move was prompted by the firm’s bigger network as more Japanese clients invest across Europe, the Middle East and the US. “I found myself working on deals all over the Pacific Rim and increasingly in Europe. My practice was based in Tokyo but is becoming more and more international so this is a really good fit,” he said. www.legalbusinessonline.com

Zhongyin

Baker & McKenzie

Former Bakers partner to join Zhongyin Beijing Zhengtai, one of China’s ten largest firms by headcount, has appointed former Baker & McKenzie Taipei partner Steven Hsu as senior consultant and managing director of the firm's marketing centre.

"I've realised that China one day will become the largest market in the world and I would not want to miss the growing chance with this market. So I've decided to leave Taiwan and move to the mainland," said Hsu. Hsu's practice focuses on capital markets, M&A, corporate strategic alliance and FDI. Weil Gotshal

Simmons & Simmons

Simmons & Simmons loses to Weil Gotshal Weil, Gotshal & Manges has boosted its Asia corporate practice by snaring Henry Ong and Jasson Han from the Hong Kong office of Simmons & Simmons. Previously the sole principal of Henry Ong & Co, Ong’s firm will form an association with Weil Gotshal upon approval from the Hong Kong Law Society. “I’ve joined Weil Gotshal as a partner, but from a Hong Kong law perspective [legal advice] will be provided under the association which is Henry Ong & Co and Weil Gotshal,” said Ong. Han is a PRC-qualified lawyer with experience advising state-owned enterprises in the PRC as well as clients like Datang Power, China Mobile, China Telecom and Swire Beverages. He has advised on the IPOs of Sinopec, AviChina and Centron Telecom.

DLA Phillips Fox

New Middle East managing partner appointed The board of DLA Piper has appointed Abdul Aziz Al-Yaqout as the new regional managing partner for the Middle East. Al-Yaqout will lead DLA Piper’s seven offices across the Gulf Cooperation Council countries.

Al-Yaqout, a Kuwaiti national, joined DLA Piper’s Cologne office in 2004 and was the office managing partner until he relocated to Kuwait earlier this year.

Before his appointment as regional managing partner, Al-Yaqout also led the DLA Piper team in Kuwait and Bahrain in his role as office managing partner.

Al-Yaqout succeeds David Church, who was the regional managing partner from 2006.

►► DLA Piper’s offices in Middle East Abu Dhabi

Bahrain

Dubai

Oman

Qatar Saudi Arabia (Association with Naji Law Firm)

Kuwait: joint venture with Al Wagayan, Al Awadhi & Al Saif

AZB stumbles into conflict of interest AZB & Partners has been caught up in the public feud between billionaire brothers, Mukesh Ambani of Reliance Industries Limited (RIL) and Anil Ambani of Reliance Natural Resources. Justice R V Raveendran, a judge of the Supreme Court, stepped down from hearing the case between the two companies over a gas supply deal turned sour due to a conflict of interest – his daughter is associated with AZB, the Indian law firm which advises RIL on other matters.

The hearing had already run for six days by the time the conflict of interest was discovered and it will now have to start from scratch before a new bench. RIL stated that the news came as a surprise and that AZB should have informed it of the association.

European firms launch in Dubai Swiss law firm Cramer Salamian and French firm Cotty Vivant Marchisio & Lauzeral both opened offices in Dubai in October. Cramer’s office operates through an association with local firm Abdulla Al Ali & Associates. Headed by former ILC Dubai partner Yann Mrazek and lawyer Anita Bouvier, the office will focus on corporate, dispute resolution and tax law, principally advising private banking clients.

Cotty Vivant’s new office is spearheaded by Nigel Hartridge, who launched Brandford-Griffith & Associés’ Dubai office in 2007. Targeting French clients investing in the Middle East, and Gulf investors in Europe, and like its Swiss counterpart, it will advise on corporate transactions and commercial disputes.

►► Cotty Vivant – overseas offices Offices

Headcount

Paris

Partners: 13 Total lawyers: 45

Singapore Tokyo Dubai

Allen & Overy revenues drop by 7% Allen & Overy’s half year revenues fell by 7% in the last six months, according to the firm’s latest financial results. Turnover for October 2009 decreased to US$840m compared to the US$866m in the same period last year. Over half the firm’s revenues came from outside the UK and managing partner Wim Dejonghe said that the firm is starting to see an increase in activity. Work on the US$4.4bn Abu Dhabi government’s bank bailouts was noted as a highlight deal which boosted the firm. “Now we have our capacity right and have improved cost controls, our increased activity levels mean we are cautiously optimistic about what lies ahead,” he said.

25

News | regional update >>

Regional updates

CHINA

26

CHINA

Paul Weiss

Philippines

SyCip Salazar Hernandez & Gatmaitan

SINGAPORE Loo & Partners

INDonesia

BT Partnership

Each month, ALB draws on its panel of country editors to bring readers up to date with regulatory developments across the region

SARFT Issued New Regulations on TV Shopping Business In an attempt to regulate TV home shopping for the first time, on September 10, 2009, the State Administration on Radio, Film and Television (“SARFT”) issued the Circular on Reinforcement of Administration for TV Shopping Short Title Advertisements and Home Shopping Programs (the “Circular”).

Before the issuance of the Circular, all TV shopping contents are deemed advertisements. However, the Circular divides TV shopping contents into two categories – TV shopping short title advertisements (“Shopping Ads”) and TV home shopping programs (“Shopping Programs”). While the Shopping Ads are regulated as advertisements pursuant to the advertising related regulations, Shopping Programs are regulated as TV programs.

On Shopping Ads, the Circular provides that (i) exclusive channels, such as exclusive TV shopping channels, may not broadcast any Shopping Ads, and (ii) during the period between 6:00pm to 12:00am each day, satellite TV channels may not broadcast any Shopping Ads either. Moreover, the Circular sets forth the qualifications that an enterprise providing Shopping Ads must have, which include registered capital of no less than RMB 10 million and at least three years of tracking record. These provisions have been interpreted as limiting the growth of the existing TV shopping enterprises, such as Acorn International and Seven Star, which have been operating not through a platform of exclusive shopping channels.

The Circular does not specify any detailed requirements on those enterprises which produce Shopping Programs. However, if an exclusive

TV shopping channel is not permitted to broadcast any Shopping Ads, then all shopping contents broadcasted on those exclusive TV channels are deemed Shopping Programs. Since foreign investment in a TV program production enterprise is currently prohibited under Chinese law, it is questionable if foreign investment in an enterprise producing Shopping Programs would be permitted.

Consequently, foreign investors would only be permitted to invest in the TV shopping business by establishing foreign-invested advertising enterprises to produce Shopping Ads. Though a basic regulatory framework on TV shopping business has been established under the Circular, it lacks detailed rules to formulate a legal framework on the operations of this industry. Both “Shopping Ads” and “Shopping Programs” need to be clearly defined under the law. In addition, guidelines for the participation by domestic private companies and foreign investors in this rising market are also urgently needed.

Written by Jeanette Chan, partner Sue Yang, China law consultant Paul, Weiss, Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Office Tower ANo. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 PRC Email: jchan@paulweiss.com Ph: (8610) 5828-6300 or (852) 2846-0300

Asian Legal Business ISSUE 9.12

News | regional update >>

Philippines

Employment Law and the Economic Crisis Recent employment law referrals appear to have been triggered by the brewing economic crisis that started with the subprime mess in the United States. We are seeing more than the usual number of inquiries and requests for assistance on employee termination, compensation and benefits review, downsizing, and acquisitions and divestments, among others.

Coincidentally, legal disputes that were filed as offshoots of the 1997 Asian financial crisis have finally reached the Philippine Supreme Court and are now being resolved one after the other.

Most of these cases arose from disputes over retrenchment decisions and their implementation. Article 283 of the Philippine Labor Code states that “ (t)he employer may also terminate the employment of any employee due to the installation of labor saving devices, redundancy, retrenchment to prevent losses or the closing or cessation of operation of the establishment or undertaking.”

A pattern that becomes apparent from a reading of the new cases is that employers cannot simply claim financial distress to justify retrenchment. They will have to show that “retrenchment is reasonably necessary and likely to prevent business losses which, if already incurred, are not merely de minimis, but substantial, serious, actual and real, or if only expected, are reasonably imminent as perceived objectively and in good faith by the employer.” All the recent cases stress the importance of presenting acceptable proof of the substantive basis for retrenchment to establish compliance with this requirement.

The cases then enumerate, in no particular order of importance the need for (1) payment of separation pay, (2) notice to both the employees www.legalbusinessonline.com

and the Department of Labor and Employment, (3) the employer to use fair and reasonable criteria in ascertaining who would be dismissed and who would be retained among the employees, such as status, efficiency, seniority, physical fitness, age, and financial hardship for certain workers, and (4) the employer to exhaust all other means to avoid further losses without retrenching its employees. ALL of the requirements must be complied with by the employer or face the risk of having its retrenchment program declared illegal. The consequences of an illegal retrenchment are dire – (1) reinstatement and payment of full backwages and (2) payment of damages.

The Department of Labor and Employment, through DOLE Advisory No. 2-09, has suggested the following measures short of retrenchment: (1) reduction of salaries and bonuses of management and rank-and-file (2) salary freezes, (3) work-sharing arrangements, (3) shortened workweeks or workdays, (4) voluntary retrenchment program, (5) voluntary retirement, (6) exemption of distressed establishments from payment of minimum wage, and (7) flexible work arrangements (DOLE Advisory No. 2-09). The Advisory stresses the need to obtain employee consent to the costcutting measures.

Written By Dante T. Pamintuan Partner, Human Resources Practice Group SyCip Salazar Hernandez & Gatmaitan 3rd Floor, SSHG Law Center 105 Paseo de Roxas 1226 Makati City Philippines T F

E W

(632) 817 9811 to 20; 817 2001 to 09 (632) 817 3896; 817 3567; 817 3145; 817 3570; 818 7562 dtpamintuan@syciplaw.com www.syciplaw.com

SINGAPORE

The First ExchangeBacked Dark Pool in Asia-Pacific The problems in trading equities in Asia are fragmentation and monopolisation. The region breaks into a number of different markets, with each with their own regulations and structures. It is common to be monopolised by a single stock exchange. The emergence of alternative trading venue including dark pool is viewed as a threat by stock exchanges.

On 12 August 2009, it became a turning point when the Singapore Exchange (“SGX”) collaborated with a US market technology company, Chi-X to develop and launch the first exchange-backed dark pool in the Asia-Pacific region. This 50:50 joint venture aims to initially offer block crossing facilities for equities listed on SGX, and on an offshore basis for the Australia, Hong Kong and Japan exchanges.

Basically, dark pool refers to a nondisplayed trading platform for very large share trades between institutional investors. On typical bourses, the market will quickly learn of large deals as share trading orders go into the system which would then affect the stock prices significantly. With dark pool, the trading of block of shares with prices will be made public only after trades are complete, thus, reducing the market impact and transaction costs.

Dark pools are common in US and Europe. As dark pools grow, critics believe that they may come to a point where the price on the open exchanges will not be sufficiently informative and will hurt the public investors and eventual parties on these dark pools because the price may no longer be representative of the true value of the shares. Owing to less-stringent requirements, dark pools are perceived as less scrutable and lack of transparency.

Emerging risks posed by dark pools have prompted regulators to look onto the

27

News | regional update >>

necessary regulatory actions to respond to the potential investor protection and market integrity.

In Asia, there are several broker-led dark pools from Goldman Sachs, Credit Suisse, CLSA, etc. In contrast, SGX/Chi-X dark pool is neutral, independent and not linked to any brokerages. SGX/Chi-X dark pool will act as an “aggregator” platform linking broker-led dark pools and traditional brokerages. This will attract new liquidity into the region, benefiting both the institutional investors and retail investors. Other than equities, SGX plans to extend its products to depository receipts and exchange-traded funds.

The SGX/Chi-X dark pool will operate with appropriate regulatory approvals and controls, reporting and settlement systems, and compliance standards.

Once the dark pool commences operations, it can be extended to other Asian markets. The main concern is the regulatory side remains uncertain because of different rules on foreign ownerships and market access. SGX may face the difficulty of getting other countries’ jurisdictions to amend some regulations and various technical issues.

As a regulator, SGX will come under pressure to ensure that the new trading system is fair to all investors. SGX has to find way to retain oversight of the anonymous trades conducted within the dark pool. Dark pools play a significant role to evolve and grow the Asian capital markets, but they shall not left with their own device. Regulators shall be kept privately informed of all significant trades before they occur given the trend towards greater transparency of financial markets.

SGX/Chi-X dark pool sets to commence operations and trading in the first half of 2010.

Written by Mr Gerald Cheong and Mr Nicholas Chang Mr Gerald Cheong Corporate Finance Manager Ph: (65) 6322-2232 Fax: (65) 6534-0833 E-mail: geraldcheong@loopartners. com.sg and Mr Nicholas Chang Corporate Finance Executive Ph: (65) 6322-2236 Fax: (65) 6534-0833 E-mail: nicholaschang@loopartners. com.sg Loo & Partners LLP 88 Amoy Street, Level Three Singapore 069907

28

INDonesia

Indonesian Islamic Banking Law and its Implementing Regulations (Part 2 – the end) Secondly, Bank Indonesia Regulation No. 11/23/PBI/2009 concerning Islamic Bank Financing which is effective as of 1 July 2009. This regulation revokes Bank Indonesia Regulation No. 6/17/ PBI/2004 dated 1 July 2004 on Islamic Credit Banks and its amendment, Bank Indonesia Regulation No. 8/25/PBI/2006 dated 5 October 2006. The existence of Islamic bank financing is intended to provide banking services quickly, easily and simply to people, especially for medium, small and micro entrepreneurs in rural and urban areas that had not yet been reached by commercial bank services. The regulation provides specific requirements on ownership and financing arrangements, management, network expansion as well as Islamic banking financing activities.

compensation to Bank Indonesia if they have been granted with Islamic short-term funding facility, the amount of which is determined based on certain factors by Bank Indonesia. c. Settlement and execution of collateral which regulates as to how to fulfill settlement, namely by conducting debit of the Bank’s account in Bank Indonesia. The execution of collateral could be conducted if the Bank does not get the extension of funding. d. Supervision in the use of Islamic shortterm funding facility which requires the Bank to deliver the action plan to solve liquidity problem not later than 5 days after the disbursement of the funding. e. Cost of short-term funding facility which requires the Bank to be responsible for all cost of short-term funding facility.

Written by Tyana Asri Martianti BT PARTNERSHIP BRI Tower II, 19th Floor Jl. Jend. Sudirman No.45 Jakarta 10210, Indonesia Tel. 62 21 5700 777 Fax. 62 21 5700 877 Email: martianti@btplawfirm.com Web: http//www.btpartnership.com

Thirdly, regulation on Islamic shortterm funding facility for Bank as set forth in Bank Indonesia Regulation No. 11/24/PBI/2009. This regulation is effective since 1 July 2009 and therefore revokes Bank Indonesia Regulation No. 5/3/PBI/2003 dated 4 February 2003 and Bank Indonesia Regulation No. 7/23/PBI/2005 dated 3 August 2005.

This regulation provides regulations on funding facilities to overcome the difficulties of short-term funding to banks so that the continuity of the business activities of Islamic Bank can be maintained, such as: a. Requirements and application procedures for Islamic short-term funding facility. Islamic short-term funding facility could be granted for bank, based on Mudharabah principle for which Bank should provide certain collateral. b. Compensation calculation which regulates that Bank should give Asian Legal Business ISSUE 9.12

FEATURE | fast 30 >>

ALB FAST

China Broad & Bright Dacheng Global Law Grandall Guanghe Hylands Jade & Fountain Longan T&C Zhongyin

India Economic Laws Practice Luthra & Luthra Khaitan & Co

International Law firms Eversheds JSM K&L Gates Norton Rose Skadden Stephenson Harwood Watson F

Japan Atsumi & Partners Mori Hamada & Matsumoto Nishimura & Asahi

Malaysia Azmi & Associates

Korea Bae, Kim & Lee Kim & Chang Yulchon

China Broad & Bright Dacheng Global Law Grandall Guanghe Hylands

c Laws Practice Luthra & Luthra Khaitan & CoSingapore TS Oon & Bazul WongPartnership Broad & Bright Dacheng Global Law Grandal

Norton Rose Skadden Stephenson Harwood Watson Farley Williams

Mori Hamada & Matsumoto Nishimura & Asahi

Vietnam Indochine Counsel

International Law firms Eversheds JSM K&L Gates Norton Rose Skadden Stephenson Harwood Watson Farley Williams

Vietnam Indochine Counsel

Economic Laws Practice Luthra & Luthra Khaitan & Co

Asia’s fastest-growing firms 2009 Few would deny that 2009 has severely tested the mettle of law firms across the region. A downturn in staple areas such as M&A, banking & finance, capital markets and projects work has caused a high degree of discomfort, forcing firms to lay off staff and restructure and regroup, not to mention drastically affecting revenues and profits. But the 30 firms here have stood tall above the rest.

They have used mergers to bulk up, aggressive recruitment strategies to explode into new practice areas or jurisdictions, or their own verve, agility and talent to record a year of strong growth ►► Methodology

The ALB Fast 30 is based on a survey distributed to over 400 law firms across Asia-Pacific (excluding Australia and New Zealand). Partner, fee-earner and financial data was supplied by the law firms and was used to produce the ranking of the 30 fastest-growing firms. Only those who responded to ALB’s request for figures were considered for the final ranking, and all information is accurate to the end of October 2009, unless otherwise stated in the text.

For most Chinese firms, revenue figures and % increases are given with parenthetic indication of the financial year end to which the figures pertain. Only the Asia growth of international law firms was considered

30

►► ALB Fast 30 Firms at a glance

China Broad & Bright Dacheng Global Law Grandall Guanghe Hylands Jade & Fountain Longan T&C Zhongyin India Economic Laws Practice Luthra & Luthra Khaitan & Co

Japan Atsumi & Partners Mori Hamada & Matsumoto Nishimura & Asahi Korea Bae, Kim & Lee Kim & Chang Yulchon Malaysia Azmi & Associates

Vietnam Indochine Counsel International Eversheds JSM K&L Gates Norton Rose Skadden Stephenson Harwood Watson Farley Williams

Singapore TS Oon & Bazul WongPartnership

Asian Legal Business ISSUE 9.12

FEATURE | fast 30 >>

CHINA

• A number of large and medium-sized Beijing firms have been expanding their national presence by acquiring regional firms, which led to strong growth in revenues

Broad & Bright

Global

Managing partner/s: Yuan Changchun Farley Williams Number of partners/other fee earners: 8/29 Asian offices: Beijing and Shanghai Partners 2008

6

Jade & Fountain 2009 8

Fee earners 12 29

Managing partner/s: Liu Jinrong Number of partners/other fee earners: 45/95 Asian offices: Beijing and Shanghai

Revenue

PEP

RMB35m, up 30% (31 Dec 2008)

up 10%

Summary: Although senior partner John Chu left the firm for Jun He, Broad & Bright has grown its partnership and lawyer team steadily and achieved a 30% increase in total revenues.

The firm’s Shanghai branch office, which opened in August 2008, has contributed to the growth of its overall headcount and revenues and quickly emerged as a recognisable player in the city’s corporate legal market. In April 2009, former associate at O’Melveny & Myer’s Shanghai office, Xiong Tao, joined the firm as a partner, further strengthening its branding as a firm of lawyers with international experience.

Partners 2008 2009

Partners 2008 2009

241 383

Fee earners 626 893

Revenue

PEP

Office/s opened

up 108.33% (31 Dec 2008)

up 14.71%

Nanjing,Nantong, Shengyang, Changchun, Guangzhou, Fuzhou, Wuxi,Qingdao,Urumqi, Taiyuan,Guiyang, Nanning,Huhot

Summary: Over the past year, Dacheng’s expansion stories have had everyone in the legal community talking. The firm opened more than 10 branches and recruited a significant number of lawyers, becoming one of the largest law firms in Asia.

Working with Singapore firm Central Chambers, Dacheng became the only Chinese firm with a joint venture in Singapore. The joint venture thereafter entered into a strategic alliance with Indian firm Vaish Associates Advocates to offer clients greater access to China-India trade opportunities. The firm also jointly initiated the AcrossTaiwan-Strait Legal Services Centre and opened an office in Taiwan. www.legalbusinessonline.com

Revenue

PEP

up 25% (31 Dec 2008)

up 30%

Summary: Global has had a good year with a stable increase in revenue and headcount. The firm’s managing partner Liu Jinrong was appointed to the managing position earlier this year. With a clear vision and stable growth, Global has plans to launch two more offices – in Chengdu and Shenzhen – within the next six months. Over the year, the firm has also expanded practice areas like anti-trust, project finance and tax.

Grandall Managing partner/s: Lv Hongbing Number of partners/other fee earners: 102/360 Asian offices: Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Hong Kong, Ningbo

Dacheng Managing partner/s: Wang Zhongde Number of partners/other fee earners: 383/893 Branch offices: Beijing, Shanghai, Wuhan, Chengdu, Chongqing, Jinan, Tianjin, Harbin, Zhengzhou, Yingchuan, Xining, Xiamen, Shenzhen, Haikou, Hangzhou, Guangzhou, Nantong, Changchun, Xi’an, Nanjing, Fuzhou, Shenyang, Wuxi, Qingdao, Urumqi, Taiyuan, Guiyang, Nanning, Huhot, Singapore, Taiwan, Paris, Los Angeles

34 45

Fee earners 85 95

Partners 2008 2009

98 102

Fee earners 352 360

Revenue

PEP

up 22% (31 Dec 2008)

up 25%

Office opened Beijing

Summary: Grandall’s leading position in the capital markets, together with its longstanding relationship with many domestic companies, has helped retain its position among the fastest-growing firms.

According to a report issued by the China Securities Regulatory Commission (CSRC) in 2009, Grandall is ranked first with respect to the number of IPOs it was involved in, overtaking 2007 champion King & Wood with a total issuance of 37 legal opinions (12.5% market share). The firm established a strategic alliance with Fujian Haochen Law firm and also launched an IP agent in Beijing.

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FEATURE | fast 30 >>

Han Kun

Longan

Managing partner/s: Nil Number of partners/other fee earners: 9/40 Asian offices: Beijing, Shanghai and Shenzhen

Managing partner/s: Xu Jiali Number of partners/other fee earners: 45/115 Asian offices: Beijing, Shanghai, Shengyang, Shenzhen

Partners 2008 2009

6 9

Fee earners 31 40

Revenue

PEP

Office/s opened

up 50% (31 Mar 2009)

up 50%

Shanghai, Shenzhen

Summary: In addition to new offices in Shanghai and Shenzhen earlier this year, Han Kun recruited three new partners and one counsel from top international law firms. The firm made 2009 another milestone year by its addition of 14 new lawyers and an expansive list of clientele including AsiaInfo, Huawei, Sequoia Capital, TeamSun and General Electric. The firm’s growth meant it was nominated as one of the finalists for “Rising Law Firm of the Year” at the 2009 ALB China Law Awards.

Hylands

Partners 2008 2009

35 45

Fee earners 110 115

Revenue

PEP

Office/s opened

RMB25m, up 60% (30 Sep 2009)

up 30%

Nanjing, Guangzhou

Summary: Longan’s managing partner Xu Jiali credits the strength of the IP team and a domestically-focused corporate practice, as well as the intake of several new partners for the firm’s solid 60% revenue growth. In the past 12 months, the firm has opened two new branches in Nanjing and Guangzhou, while its Shenzhen branch has expanded significantly by merging with the Shenzhen office of a Beijing firm and a local Shenzhen firm. Longan plans to set up more branch offices across the nation via acquisition of leading regional firms as well as establish closer cooperation with a number of foreign firms in the coming years.

Managing partner/s: Liu Hong Number of partners/other fee earners: 31/113 Asian offices: Beijing, Shanghai and Nanjing Partners 2008 2009

27 31

Fee earners 108 113

Revenue

PEP

RMB102.8m, up 37.62% (31 Dec 2008)

RMB3.81m, up 37.6%

Summary: Hylands, established in 2007 on the basis of a merger between Haotian and Li Wen & Partners, makes its debut in the ALB Fast 30 list this year. The full-service firm serves a diverse local and international corporate client base and enjoys a solid reputation in the practice areas where it has been traditionally strong – real estate, construction, IP and dispute resolution. Leveraging the new platform and its membership in Terralex, the international business group led by partner Jiang Jiang has experienced particularly strong growth.

Jade & Fountain Managing partner/s: Scott Guan and Mark Ho Number of partners/other fee earners: 15/46 Asian offices: Shanghai Partners 2008 2009

10 15

Fee earners 30 46

Revenue

PEP

up 35% (28 Feb 2009)

up 20%

Summary: As part of Jade & Fountain’s growth, the firm has made significant hires over the past year. It appointed three new partners from international firms to its corporate, dispute resolution, international trade and capital markets practice and also launched new practice groups – tax, capital markets, commercial real estate, international trade & anti-dumping. Recognised for its growing success, the firm was a finalist for the “Shanghai Law Firm of the Year” in the 2009 ALB China Law Awards.

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Asian Legal Business ISSUE 9.12

FEATURE | fast 30 >>

INDIA

T&C Managing partner/s: Zhang Jingzhong Number of partners/other fee earners: 21/101 Asian offices: Shanghai and Hangzhou Partners 2008 2009

15 21

Fee earners 94 101

Revenue

PEP

up 45% (31 Dec 2008)

down 7.7%

• India lawyers are returning home from stints in international law firms to partnerships in local law firms • Operating on a relatively streamlined operational structure, Indian law firms PEP figures are impressive, but will likely be affected as firms migrate to LLP structures from next year

Economic Laws Practice

Summary: The winner of ALB China’s 2009 Zhengjiang Law Firm of the Year, T&C has had a fulfilling year while its national rivals had to face a dramatic reduction in client demand and deal flow. However, while its revenues grew by 45%, its profit-per-partner decreased by 7.7%. Under the leadership of managing partner Zhang Jingzhong, who currently serves as the president of the Zhejiang Lawyers Association, T&C remains a dominant player in the area of FDI, IPOs and corporate finance in the Yangtze River Delta region. The firm’s membership in the SinoGlobal Legal Alliance also helps boost its management know-how and international practice.

Summary: A debutant in the ALB Fast 30 for 2009, Economic Laws Practice (ELP) has had an impressive year by every measure. The firm’s partner and fee-earner stocks rose through 2009 by 45% and 44% respectively, ostensibly on the back of increases in its core areas of taxation (where it took most of its lawyers from Ernst & Young), commercial and regulatory. Considered as one of the firms to watch among the legal fraternity in India, ELP also posted impressive financials during this period; its revenue increased by 50% on the same period in 2008, while PEP increased by 40%.

Zhongyin

Khaitan & Co

Managing partner/s: Zhao Cenghai Number of partners/other fee earners: 21/101 Asian offices: Beijing, Shanghai, Shenzhen, Hangzhou, Xiamen, Chengdu, Guiyang, Nanning, Taizhou, Wuxi, Jinan, Jixi, Fuzhou

Managing partner: Rohan Pradeep Shah Number of partners/other fee earners: 16/68 Asia offices: Mumbai, Delhi, Ahmedabad, Pune Partners 2008 2009

11 16

Fee earners 47 68

2008 2009

25 58

Fee earners 140 273

Revenue

PEP

Office/s opened

100% growth

RMB1.8m, up 12%

Fuzhou, Wuxi, Jinan, Jixi, Taizhou, Shenzhen, Xiamen, Toronto and Frankfurt (representative offices)

Summary: Zhongyin’s merger with Zhengtai in 2008 has not only created one of the largest firms in China (with 273 lawyers) but also helped the new firm to achieve an incredible 100% growth in revenues. The merger has reinforced Zhongyin’s leading position on its traditional turf and allowed it to expand in the areas of corporate, M&A, real estate, foreign investment, IP and dispute resolutions, benefiting its clients on the local and international scene. Aiming to expand internationally, the firm recently appointed Baker & McKenzie’s former Taipei partner Steven Hsu as senior consultant and managing director of the firm’s marketing centre. Having already established representative offices in Toronto and Frankfurt, Zhongyin is currently exploring possibilities to form strategic alliances with London and Hong Kong law firms. www.legalbusinessonline.com

PEP

Offices opened

up 55%

up 40%

Pune (Oct 2008)

Managing partner: Haigreve Khaitan Number of partners/other fee earners: 34/160 Asia offices: Bangalore; Kolkata; Mumbai, and New Delhi Partners

Partners

Revenue

2008 2009

32 34

Fee earners 141 160

Summary: The firm that started in 2001 with only five professionals has grown over the last eight years into a full-service law firm, nipping at the heels of India’s most prestigious law firms. During this period the firm brought three new partners on board – Freshfield’s Bharat Anand, AZB’s Prabjot Singh Bhullar and Norton Rose’s Kalpana Unadkat – in addition to welcoming back partner Gauri Rasgotra after a stint at the George Washington University’s School of Law. The firm also seems to have left room for further growth in the year ahead having recently taken up 30,000 square feet of office space in landmark One Indiabulls Centre.

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FEATURE | fast 30 >>

Luthra & Luthra

Mori Hamada & Matsumoto

Managing partner: Rajiv K Luthra Number of partners/other fee earners: 26/186 Asian offices: New Delhi, Mumbai & Bangalore

Managing partner/s: Toru Ishiguro, Yasuzo Takeno, Satoko Kuwabara, Hideki Matsui, Masanori Sato, Soichiro Fujiwara Number of partners/other fee earners: 81/214 Asia offices: Tokyo, Beijing & Shanghai

Partners 2008 2009

Fee earners 158 186

26 26

Revenue

PEP Partners

up 57%

up 57%

Summary: Luthra & Luthra has consolidated its position as one of India’s fastest- growing law firms after another solid year.

The firm increased its fee earner ranks by 30, welcoming Ameet Datta and his team of three to its entertainment & media and IP practice; Ashwin Sapra as group head of IP; Piyush Misra as new head of banking & finance (from Allen & Overy); and Manan Lahoty as head of capital markets, from Shearman & Sterling. The firm also saw its revenue and PEP figures increase by 57%.

2008 2009

Fee earners 174 214

73 81

Summary: Another Japanese law firm returning to our ALB Fast 30, albeit after a year’s hiatus, is Mori Hamada, which consolidated its position in Japan’s ‘Big Four’ through some impressive organic growth over the past year.

In March this year, the firm elevated nine associates to its partnership, brought in a total of 35 newly-qualified lawyers in two intakes in January and September 2009 and also made two high-profile senior hires. Former Prosecutor-General of the Public Prosecutors Office Kenichi Tadaki joined in October while Chuo University Law School professor Hiroshi Takahashi came on board in July.

Japan • Japan’s biggest firms consolidate their positions in the ‘Big Four’ through increasing fee-earner headcounts • Elevation of the first gaiben to partnership in local firms: is this the start of a trend?

Atsumi & Partners Managing partner/s: Hiroo Atsumi (managing partner); Hiroaki Takahashi (vice managing partner) Number of partners/other fee earners: 21/60 Asia offices: Tokyo Partners 2008 2009

19 21

Summary: An ALB Fast 30 law firm last year, Atsumi & Partners returns to the list this year after another year of strong organic growth.

Apart from increasing its partner and fee earner numbers by two and 11 respectively (including the elevation of John Shanahan to partnership), the firm also sealed memberships with international organisations such as the World Services Group and ALFA International.

34

Fee earners 49 60

Nishimura & Asahi Managing partner: Akira Kosugi Number of partners/other fee earners: 81/362 Asian offices: Tokyo Partners 2008 2009

77 81

Fee earners 339 362

Summary: Nishimura & Asahi returns to our ALB Fast 30 list this year after it increased its fee earner ranks by 23 and the number of partners from 77 to 81. Like fellow Japanese firm Atsumi & Partners, Nishimura tapped into the gaiben employment market bringing on board Go Hashimoto, Eiji Kobayashi, James Emerson, Lee Hill, Sun Ing Chian, Deborah Im and Yin Xiuzhong. The firm is also in the process of establishing its first international office – in Beijing – which it expects to open in April 2010.

Asian Legal Business ISSUE 9.12

FEATURE | fast 30 >>

Korea • With legal services market liberalisation just around the corner, Korean firms have tapped into the international employment market in a big way, making a combined total of 15 hires over the past year

Kim & Chang Managing partner: Young-Moo Kim Number of partners/other fee earners: 120/570 Asian offices: Seoul

Bae, Kim & Lee

Partners

Managing partner/s: YS Oh Number of partners/other fee earners: 73/284 Asian offices: Seoul, Shanghai Partners 2008 2009

68 73

Fee earners 253 284

2008 2009

Office opened Shanghai (25 Nov 2008)

Summary: Bae, Kim & Lee is again among the fastest-growing law firms in a Korean legal services market that is fast approaching liberalisation. In addition to having opened its one and only international office in Shanghai this time last year, the firm backed up its 2008 10% headcount increase by bringing six new partners and 29 fee-earners on board. Among these were the highly publicised hires of ICC arbitrators James Morrison and David MacArthur in May. This now means it is among only a handful of Korean firms with the resources to capitalise on the niche – yet fast-growing – area of international commercial arbitration in Korea.

www.legalbusinessonline.com

120 120

Fee earners 460 570

Summary: By far the fastest-growing law firm in Korea in this period, Kim & Chang increased its cache of fee-earners by 110 in 2009, an increase of nearly 24%, and has said that there will be plenty more strategic hires in the year ahead. This year the firm bolstered its practice with international hires including Fried Frank partner Edward Kim as a foreign attorney and Yulchon’s Youngjin Jung, in addition to bringing former judge Lee Hoe Kee on board in October.

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FEATURE | fast 30 >>

Singapore

Yulchon Managing partner: Chang Rok Woo Number of partners/other fee earners: 40/163 Asian offices: Seoul, Ho Chi Minh City Partners 2008 2009

33 40

Fee earners 138 163

WongPartnership Revenue up 20%

Summary: It has been another year of strong growth at Korea’s ‘Law Village’. An ALB Employer of Choice law firm in Korea for 2009, Yulchon increased its fee-earner ranks by 17% in addition to welcoming seven new partners on board. This all played a large part in accounting for the 25% increase in revenues it witnessed in this period. On the hiring side the firm saw a number of prosecutors, judges and senior foreign counsel join in 2009, including Kim Tae Hyeon, Choe Jeong Yeol, Cho Jeong Cheol, Son Kum Ju, Lee Su Jae and John KJ Kim.

Managing partner/s: senior partner – Alvin Yeo; senior counsel, managing partner – Dilhan Pillay Sandrasegara Number of partners/other fee earners: 70/240 Asian offices: Singapore, China, Qatar and Abu Dhabi Partners 2008 2009

MALAYSIA Azmi & Associates Managing partner/s: Azmi Mohd Ali – senior partner/managing partner, Ahmad Lutfi Abdull Mutalip – deputy managing partner Number of partners/other fee earners: 9/34 Asian offices: Kuala Lumpur, Johor Bahru, Kota Bahru

65 70

Summary: This was not only a year when WongPartnership increased its fee earner and partner stocks but 2009 was also the year in which the firm enlarged its geographic footprint.

WongPartnership became the first South-East Asian law firm to open a second office in the Gulf region when it opened in Abu Dhabi. The firm hired the services of Chung Nian Lam and Miao Miao earlier this year, and with other hires throughout the year yielded a partner increase of 8% and a fee earner increase of just under 7%

2008 2009

8 9

Fee earners 25 34

Summary: Azmi & Associates makes a return to the ALB Fast 30 after another year of strong growth. The firm launched an international law division and appointed Michael Doyle, a senior foreign counsel on US law and practice development, to lead the initiative. In August and September Azmi made two senior hires – Jeffrey Tan Siew Yang and Sushaimi Lazim – and has welcomed a number of international interns from the US, Canada, France, Germany and Indonesia. Expect more growth Azmi Mohd Ali from this firm in the coming year.

36

Office opened Johor Bahru

Office opened Abu Dhabi, Qatar (licence by QFCA)

Dilhan Pillay Sandrasegara

T S Oon & Bazul Managing partner/s: Bazul Ashhab & Oon Thian Seng Number of partners/other fee earners: 6/20 Asian offices: Singapore Partners

Partners

Fee earners 225 240

2008 2009

4 6

Fee earners 12 20

Revenue

PEP

up 52% (Aug 2009)

up 52%

Summary: TS Oon & Bazul’s steady growth by all measures sees this well respected shipping practice make a debut on the ALB Fast 30.

The firm’s most high-profile hires include banking Bazul Ashhab Oon Thian Seng & finance partner Ting Chi Yen and former DLA Piper international arbitration lawyer Karnan Thirupathy.

As impressive as the big names the firm has brought on board are its financials for the past year – it registered a 52% increase in revenue on the same period last year.

Asian Legal Business ISSUE 9.12

FEATURE | fast 30 >>

Advertorial

Economic Laws Practice Address : 1502, Dalamal Towers Nariman Point Mumbai 400 021 India Total number of Partners : 14

Tel : 91 (22) 66367000 Fax : 91 (22) 66367172 Email : mumbai@elp-in.com Website : www.elplaw.in Total number of Lawyers : 60

Year Established : 2001

international needs in our areas of expertise; and international clients in matters concerning their India related businesses and transactions.

We have, time and again earned our client’s appreciation for our timely and qualitative response that are benchmarked to global standards.

At ELP, several of our partners and associates have qualified and/or worked abroad and hence, hold a skill set that is built through an international exposure that houses both, diversity and competence.

In its eight year of existence, the firm has established four offices, throughout India and built a diverse team which offers our clients local support and offers specializations where they are required. By way of example, our Delhi office offers litigation services in the Supreme Court as well as the gambit of the apex appellate bodies located there. The suite of services offered at ELP meets the needs of our

clients from entry (structuring) to any eventual exit (dispute resolution).

Our partners hold both, global experience and local expertise that certified them to excel in international jurisdictions. With an assembly of solicitors who have been in practice, with esteemed organizations for over 16 years, we at ELP regularly assists several leading corporate from legal advisory services which have an impact on key business decisions.

Our lawyers have been called upon to represent the Government of India at the WTO before the Panel and Appellate Body.

Other Offices in India : • Ahmedabad • New Delhi • Pune

The Firm: Economic Laws Practice established in 2001 stands as a premium law firm that is made up of values through which we endeavor deliver the best results to our clients. Our approach towards the clients is backed through experience, research, in-depth understanding of the industry and a foresight that enables us to look at possibilities where others find none.

At ELP, we stand as an ensemble of experience and expertise that is shaped by partnering our Indian clients on their domestic and

www.legalbusinessonline.com

Practice Areas: Our practices areas hold the key to the needs of business environment from advising and litigating on Tax matters, direct tax and indirect taxes (Excise, Customs, Service Tax, VAT and proposed GST), International Trade & WTO (trade remedial measures such as anti-dumping, anti-subsidy, safeguard measures, TBT or advising companies on various FTA’s / RTA’s being negotiated/signed), Corporate & Commercial, Infrastructure and Project Finance, Commercial Arbitration, Real Estate, Hospitality and Leisure, Media and Entertainment, Private Equity and Venture Capital, Anti-trust and Competition.

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FEATURE | fast 30 >>

Vietnam Indochine Counsel Managing partner/s: Dang The Duc Number of partners/other fee earners: 4/20 Asian offices: Ho Chi Minh City and Hanoi

2008 2009

Partners Fee Revenue earners 3 12 4 20 up 50%

PEP

Office opened

up 45%

Affiliated office in Hanoi (in strategic alliance with Leadco Vietnam Legal Counsellors)

Summary: It has been another busy year for this fast-growing Vietnam law firm. Not only did it sign a watershed strategic alliance with Leadco Vietnam Legal Counsellors, but Indochine Counsel was also active in the employment space. In May 2009 the firm brought on board Nguyen Thi Hong Duong and Nguyen Thi Xuyen, while in June this year former Frasers partner Bui Ngoc Hong was appointed partner with the firm. In October, Steve Jacob joined the firm as a foreign consultant.

Summary: 2009 will be remembered as the year in which Eversheds’ Asia strategy finally fell into place. Not only did the firm open two new offices in this period – Singapore and Hong Kong – but it also dipped into the local employment market across Asia in a big way. The firm’s hires in this period include Desmond Ong, banking partners King Tak Fung and Michael Yau, litigation partners Ivan Ng, Ronald Sum and William Leung, and corporate partner Sze Hui Goh – all from DLA Piper. On top of this the firm saw its revenues in the region increase by 59% for the period ending April 2009.

JSM Managing partner/s: Elaine Lo, Asia chair and senior partner Number of partners/other fee earners: 78/220 Asian offices: Hong Kong, Beijing, Shanghai, Guangzhou, Ho Chi Minh City, Hanoi, Bangkok Partners 2008 2009

Fee earners 213 220

71 78

Office opened Trademark registration office opened in Beijing in early 2009

Summary: JSMs partner and fee earner growth in this period sees them again in the ALB Fast 30. In 2009 the firm’s partner headcount increased by 9% and its fee earner stocks swelled by just over 4%. In addition to the lateral hire of energy specialist Jack Su from Lovells in late 2008, the firm also relocated two of its partners: Mark Uhrynuk from London in January 2009 and Geofrey Master from Washington DC in October 2009. Elaine Lo was again crowned ‘Managing Partner of the Year’ at the ALB Hong Kong Law Awards for this year, an honour she shared with Baker & McKenzie’s AsiaPacific Chairman Poh Lee Tan.

K&L Gates

INternational • International law firms, with a few exceptions, experienced only modest gains on the partner and fee-earner front compared to the same period last year • Strong emphasis on growing Asia-based talent through partner promotions • Firms more willing to look to inorganic means for practice development including mergers and alliances • Planning for the next downturn? More emphasis placed on growing counter-cyclical practice areas (dispute resolution, insolvency & restructuring) as well as recession-proof areas (energy & resources)

Eversheds Managing partners: Nick Seddon, managing director Hong Kong, Desmond Ong, managing director Singapore, Peter Corne, managing director China Number of partners/other fee earners: 14/32 Asian offices: Singapore, Hong Kong, Shanghai Partners 2008 2009

38

1 14

Fee earners 10 32

Revenue

Office opened

up 59% (30 Apr 2009)

Hong Kong, Singapore

Managing partner/s: David Tang Number of partners/other fee earners: 21/70 Asian offices: Beijing, Taipei, Hong Kong, Singapore, and Shanghai

2008 2009

Partners

Office opened

16 21

Shanghai Singapore

Summary: The firm launched its fifth Asia office – and 32nd worldwide – earlier this year when it opened in Singapore under the guidance of former DLA Piper partner Kevin Murphy.

On the lateral hire front the firm welcomed Raja Bose as partner. Bose has been charged with the task of launching the firm’s international arbitration practice in Asia. K&L Gates has said they will be looking locally, and internationally, for talent to bring this area to critical mass in 2010.

Asian Legal Business ISSUE 9.12

FEATURE | fast 30 >>

www.legalbusinessonline.com

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FEATURE | fast 30 >>

Norton Rose

Stephenson Harwood

Managing partners: David Stannard, Hong Kong and Asia; Campbell Steedman, Phillip John, Bangkok; Peter Burrows, Beijing; Jim James, Shanghai; Jeff Smith, Singapore; Chris Viner, Tokyo Number of partners/other fee earners: 38/130 Asian offices: Beijing, Hong Kong, Shanghai, Jakarta (associate office), Tokyo, Singapore, Bangkok

Managing partner/s: Martin Green, Singapore; Voon Keat Lai, Greater China Number of partners/other fee earners: 20/48 Asian offices: Singapore, Hong Kong, Guangzhou , Shanghai

Partners 2008 2009

Fee earners 103 130

30 38

Summary: One of six international law firms to be awarded a Qualifying Foreign Law Practice (QFLP) licence by the Singapore Government to advise on specific commercial Singaporean law matters, Norton Rose has registered impressive growth by all measures this year.

Not only did it bolster its partner numbers by 26%, but also increased its cache of fee earners by the same margin. The firm lured former Barlow Lyde & Gilbert Hong Kong managing partner Camille Jojo to lead its dispute resolution team as well as her team of six associates, and went ‘Down Under’ to bring on board energy specialists Chris Redden (partner; Clayton Utz) and Prasanth Sabeshan (counsel; Freehills). Add to this an impending merger with Deacons Australia, which will give the firm branch offices in Sydney, Melbourne, Brisbane, Perth, Canberra and Ho Chi Minh City and 700 lawyers in Asia-Pacific region alone, and Nortons already looks like a sure thing for the ALB Fast 30 2010.

Partners 2008 2009

2008 2009

Partners 16 21

Fee earners 110 114

Office opened: Shanghai (Feb 2009)

Summary: US giant Skadden makes its debut in the ALB Fast 30 after an impressive year of growth and expansion. The firm saw its partner numbers swell by 30% in this period, through a mix of lateral hires (a rarity for Skadden) and organic promotions. Julie Gao joined as a partner from Latham & Watkins along with a team of four associates (Will Cao, Peng Jiang, Kenneth Chase and Haiping Li); Rajeev Duggal returned to the firm from Citigroup’s retail business across Asia; while Mark Leemen (Sydney) and Michael Mies (Tokyo) were promoted to partnership in April 2009. The firm also expanded its practice area offering, after relocating Paul Mitchard QC from London to Hong Kong to launch its international arbitration practice. Skadden celebrated 20 years in Hong Kong and Sydney in 2009 which follows last year’s 20th anniversary in Tokyo.

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Revenue up 27% (30 Apr 2009)

Summary: Another new entrant to the ALB Fast 30, Stephenson Harwood’s partner/fee earner growth – as well as its increased revenue results – means it has well and truly earned its place on our list of Asia’s fastest-growing law firms. Not only did the firm effect significant senior lateral hires in this period but it also significantly expanded its service offering. On the recruitment side, the firm brought on board insurance and reinsurance experts Steven Dewhurst (DLA Piper Hong Kong) and Pierre-Paul Saulou, while also scoring the services of former Clifford Chance lawyer Alex Gordon in August 2009. Paul Ng, formerly of Freshfields, was also employed to lead the firm’s global aviation practice. In addition, the firm elevated Jason Toms and Yeeling Wan, both Hong Kong-based, to its partnership, and appointed nine new lawyers of varying levels of seniority.

Watson, Farley & Williams Managing partner/s: Christopher Lowe, Singapore; Steven Burkill, Bangkok Number of partners/other fee earners: 13/31 Asian offices: Singapore, Bangkok

Skadden, Arps, Slate, Meagher & Flom Managing partners: Alan Schiffman – co-head, Asia; leader, Hong Kong and Singapore offices, Jon Christianson – leader, Beijing office, Gregory Miao – leader, Shanghai office, Adrian Deitz – leader, Sydney office, Audrey Sokoloff – leader, Tokyo office, Number of partners/other fee earners: 21/114 Asian offices: Beijing, Hong Kong, Shanghai, Singapore, Sydney, Tokyo

15 20

Fee earners 43 48

Partners 2008

9

2009

13

Fee earners Singapore: 18 (total fee-earner headcount: 24) Bangkok: 9 (total fee-earner headcount:12)

Revenue

PEP

Singapore: 16 (total fee-earner headcount: 26) Bangkok: 15 (total fee-earner headcount: 18)

up 30% (30 Apr 2009)

up 50%

Summary: Another international debutant in the ALB Fast 30, Watson Farley Williams (WFW) makes this list this year for financial performance that outshines most other international law firms in Asia. Globally the firm saw its taking increase by 25% and its PEP figure jump 30%. On the manpower side the firm made strategic lateral hires – Josh Clarke (Norton Rose) and Chris Muessel (Duane Morris) are two examples. There is also the promise of more growth to come. Watsons revealed to ALB earlier this year that it aims to build critical mass in its Singapore and Bangkok offices in the year ahead. In Bangkok alone, the firm expanded to 18 lawyers and support staff – which include the hire of litigation lawyer Alan Polivnick, three Thai associates and one English lawyer, making it one of the larger international law firms in the Kingdom.

Asian Legal Business ISSUE 9.12

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www.legalbusinessonline.com

41

5

ALB FAST

FEATURE | ALB Fast 5 Gulf law firms >>

gulf

There’s no denying that it has been tough going for all and sundry in the Gulf region over the last 12 months. Staff have been laid off, operations scaled back or offices closed.

But amidst all the turmoil the Gulf retains its lustre for the world’s law firms; this much is clear from the sheer numbers of law firms looking to set up or expand within the region despite the inclement economic conditions.

ALB should, for the first time, single out the fastest growing law firms in the Middle East by headcount and revenue increases. These five firms have outperformed all others in the region in this period using their business acumen and agility to capitalise on the opportunities for growth that only seem to arise in the context of a crisis

• The Gulf, on average, accounts for 10% of most international law firms’ global headcounts and revenues. Firms like Dentons and Trowers are the exception, with the figure for each being around 25%.

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Clyde & Co Managing partner: Jonathan Silver Number of partners/other fee earners: 26/138 Middle Eastern offices: Abu Dhabi, Doha, Dubai, Riyadh Partners 2008 2009

20 26

Fee earners 119 138

Revenue

Offices opened

up 52% (April 2009)

Dubai (DIFC) (via alliance/ association): Riyadh; Mumbai & Bangalore

Summary: The firm has been busier than most other international players in the Gulf over the past 12 months. Apart from opening a second office in Dubai, the firm also made up six new partners.

Ben Gillespie and Glenn O’Brien were rewarded with partnership posts while the firm also secured a number of high-profile lateral hires. Takaful specialist Peter Hodgins joined from the Riyadh office of DLA, Scott Aitken from Australian firm Clayton Utz, and David McElveny from Deacons Australia. As impressive are the firm’s financials for this period. Clydes posted a 52% revenue increase on the same period last year, meaning it is among the best performers by revenue in the Gulf.

Al Tamimi & Co Managing partner: Husam Hourani (acting) Number of partners/other fee earners: 27/160 Asian offices: Dubai (3 offices), Sharjah, Abu Dhabi, Amman, Doha, Baghdad, Riyadh Partners 2008 2009

24 27

Fee earners 131 160

Offices opened Amman, Baghdad

Summary: Another impressive year for this Gulf domestic heavyweight in which it increased its already sizeable regional footprint. It became the first foreign firm allowed into Riyadh without an association, re-entered war-torn Iraq and gained a foothold in the Jordanian capital Amman after subsuming local firm Hamarneh & Saqqaf. The firm also increased its partner headcount by nearly 8% and its fee-earner stocks by just over 18%. Crowned the ALB Employer of Choice earlier this year, Al Tamimi will no doubt be looking to dip into a Gulf employment market that is showing sure signs of recovery.

Asian Legal Business ISSUE 9.12

FEATURE | ALB Fast 5 Gulf law firms >>

Norton Rose

Denton Wilde Sapte Managing partner: Dubai – Neil Cuthbert (Managing Partner – Middle East); Abu Dhabi – Andrew Ward; Amman – Safwan Moubaydeen; Doha – Leigh Hall; Kuwait – David Pfeiffer; Muscat – Paul Sheridan; Riyadh – Amgad Husein.

Number of partners/other fee earners: 30/101 Middle East offices: Abu Dhabi, Amman*, Doha, Dubai, Kuwait*, Muscat, Riyadh, (*exclusive associate offices) Partners 2008 2009

23 30

Fee earners 86 101

Revenue up 32% (30 Apr 2009)

Summary: 2009 was another of growth for one of the oldest international practices in the Gulf region. Dentons increased its partner headcount by seven (an increase of almost 30%) and its cache of fee-earners by 15. On the lateral hire front, the firm appointed former Clifford Chance lawyer Paul Davies to head up its regional real estate practice and construction and arbitration specialist Peter Shaw from Taylor Wessing. The firm’s financial figures are also in a healthy state.

It posted a 32% spike in revenue compared to the same period last year.

ALB has been told by the firm that further expansion in the region is ‘imminent’, as the firm is only awaiting the regulatory approvals.

Eversheds Managing partner: Christopher Jobson, managing director Middle East Number of partners/other fee earners: 19 Middle East offices: Doha, Abu Dhabi

2008 2009

Partners 4 6

Fee earners 7 13

Revenue

Office opened

up 354%

Saudi Arabia via affiliation with Hani Qurashi

Summary: It’s not every year that a law firm can claim to have seen triple-digit revenue growth, but this certainly is the case for UK firm Eversheds.

It increased its takings in the most-recent financial year by a whopping 354% and brought two new partners and six new feeearners on board in the process.

The firm also expanded its regional footprint through alliances. It opened offices in Jeddah and Riyadh through co-operation with Saudi law firm Hani Qurashi. www.legalbusinessonline.com

Managing partner: Campbell Steedman Number of partners/other fee earners: 15/48 Middle East offices: Bahrain; Abu Dhabi, Dubai; Riyadh (associate office) Partners 2008 2009

Fee earners 35 48

11 15

Office opened Abu Dhabi

Summary: Although Norton’s has grabbed its fair share of headlines in Asia and the UK over the last year, it has also stolen the Gulf limelight on a couple of occasions as well. The firm opened an office in Abu Dhabi, lured partner Donald Francoeur from Qatar firm Gebran Majdalany and elevated Dubaibased real estate lawyer Nick Clayson to its partnership.

International firms with associations in Saudi Arabia* Firm

Assoc

Cramer Salaiman

Abdulla Al Ali & Associates

Eversheds

Hani Qurashi

Clyde & Co

Abdulaziz Al Bosaily

Clifford Chance

Al-Jadaan & Partners

Norton Rose

Abdulaziz Al-Assaf

Lovells

AYALA

Dewey & LeBoeuf

Khalid A Al-Thebity

King & Spalding

Law Office of Mohammad Al-Ammar

Fulbright & Jaworski

Mohammed Al-Ghamdi Law Firm

Allen & Overy

Abdulaziz AlGasim

Trowers & Hamlins

Feras Al Shawaf

Freshfields Bruckhaus Deringer

Law Firm of Fares Al-Hejailan in Riyadh

White & Case

Law Office of Mohammed A Al Sheikh

Baker Botts

Mohanned bin Saud Al-Rasheed

Baker & McKenzie

Legal Advisors

DLA Piper

Naji Law Firm

Denton Wilde Sapte

Wael A. Alissa

Alem & Associates

Attayyar

*This list does not purport to be exhaustive

43

FEATURE | year in review >>

ALB’s highlights

of the year

2009

Whether they shocked, intrigued or enlightened, the many milestone events of this year highlighted the vivacity of the legal services industries in Asia and the Middle East.

ALB reviews the events that made 2009 the year it was

44

Asian Legal Business ISSUE 9.12

FEATURE | year in review >>

DECEMBER 08 ►►Redundancy season hits fever pitch

Let the layoffs begin – the year opens with a bang with law firms around the world shedding jobs at an unprecedented rate. Redundancies roll on throughout the year, and some who were chronicling the daily HR slaughter within firms wait with bated breath for just one week when a redundancy announcement isn’t being made. In one month alone in 2009 the US legal industry sees almost 10,000 jobs lost.

►►Diedre dares to challenge A&O

Allen & Overy’s racy novelist in Moscow, Diedre Daire loses her job after the firm uncovers her personal website featuring tales of erotic fiction, called “Expat: A Weekly Serialised Novel About Living in Moscow”.

The firm imposes a censorship gaffe but Daire would later turn the table and sue Allen & Overy.

►►The lucky six

After months of speculation over which firms applied for licences to practice local law in Singapore, the Lion Nation announces the first foreign law firms with Qualifying Foreign Law Practice (QFLP) licences: Clifford Chance, White & Case, Herbert Smith, Allen & Overy, Latham & Watkins, and Norton Rose.

Those with existing partnerships with local Singaporean firms, such as Clifford Chance and White & Case, called the tie-ups quits. Meanwhile, other international firms, such as K&L Gates and Walkers, continue to open offices in Singapore.

►►ATMD joins the Bird’s nest Singapore’s ATMD makes an alliance with UK firm Bird & Bird. Both firms cite a “synergy” between the two as a reason for the tie up. Questions about a future merger still remain.

Matthew Laight Bird & Bird

►►Vietnamese firms consolidate

Two of Vietnam’s leading firms, Leadco and Indochine Counsel, partner up to gain bases in both Hanoi and Ho Chi Minh and extend their presence in the developing legal market.

►►Outsourcing heated exchanges

The issue around legal process outsourcing is the most commented one to arise online. With the financial crisis in full swing, ALB was the first to report on signs of growth in the LPO sector, with cost-cutting forcing legal departments to send lowend work to India or the Philippines.

The controversial issue generated heated exchanges online between lawyers who had lost their jobs and LPO workers who had taken up those outsourced jobs. But with US president Barack Obama backing policy against outsourcing, and with Indian lawyers not exactly desiring an LPO career, we asked the inevitable question: is LPO just a lot of hot air?

See special online edition for more of 2009’s highlight events and extra coverage: www.legalbusinessonline.com.au www.legalbusinessonline.com

45

FEATURE | year in review >>

►►Singapore’s new education measures

►►end of a career

A round of redundancies at US firm Kilpatrick Stockton led to questions over whether this caused the death of a high-profile appellate lawyer. Mark Levy, a former Clinton administration official, took his own life with a handgun early in the morning in his office. The day before, he’d found that he’d been one of 24 lawyers to be made redundant.

Singapore wants back all those expat lawyers who left the country to gain foreign qualifications. The government aims to lure them by introducing new education measures, making it easier for them to qualify locally by cutting down the number of exams. The Lion Nation also scrapped the Diploma in Singapore Law, opting for two bar exams and a year’s training with a local firm.

►►Korea says Ahsayo to foreign firms

Contending that FTAs signed with the US would inevitably lead to liberalisation, Korea opens up its legal market to foreign firms. However, it only happens in a long drawn-out process to ease the transition for local firms. The three-step process allows firms to initially advise on a consultant basis, with full liberalisation expected in 2016.

While some local lawyers concede that competition will be rife, other firms such as Lee & Ko say they’re ready for the challenge. Surprisingly, it seems Vietnamese firms are among the most enthusiastic it seems, to launch in Korea. According to the Korean Ministry of Justice, almost four firms from Vietnam have sought to apply.

►►Liberalisation: Malaysia’s turn

Malaysia, arguably the world’s Islamic finance hub, opens its doors to foreign firms – but on the condition they advise solely on Islamic finance matters. The Malaysian Bar Council, however, didn’t entirely welcome the move, saying that like Singapore, foreign firms should initially only be allowed to enter by forming JVs with local firms.

►►Mega deals and good clients

►►In-house go to firms

Although practitioners tend to move in-house more often than the other way round, 2009 saw many high profile in-house lawyers move to private practice.

Morgan Stanley’s Greg Terry was the first to make headlines by choosing Blake Dawson in Greg Terry Jakarta as his next corporate Morgan Stanley move. He was followed later by former associate Sammy Li going to Paul Hastings, JP Morgan’s Alan Linning to Sidley Austin, and Citigroups’ Royce Miller to Freshfields.

46

►►Your loss, my gain: firms find Saudi allies

International firms can’t open in oil-rich Saudi Arabia, but they certainly make the most of what they can do.

Firms such as Lovells, Eversheds, and others formed alliances with Saudi firms over the year in order to gain a presence in the region.

One high-profile example was DLA Piper who lost its Saudi ally Peter Hodgins Abdul Aziz Al Bosaily. Al Bosaily Clyde & Co later moved on to Clyde & Co with the help of former DLA partner Peter Hodgins.

In a year when the prospect of a sizeable deal – outside of bankruptcy or litigation practices – seemed like a rare nugget, Asia made good in its requirement for energy and resources, especially Australia’s. It was also a year when good client relations paid off for some firms. Blake Dawson reaped the benefits of helping its longstanding client Kirin on the Lion Nathan acquisition, and ANZ on its RBS acquisitions.

Allens Arthur Robinson was a principle advisor to Rio Tinto. Korea’s Lee & Ko acted on the largest IPO in the country while Rajah & Tann did the same for Singapore. And in the Lion Nation, Allen & Gledhill and WongPartnership took on a US$4bn cross border M&A deal.

Asian Legal Business ISSUE 9.12

FEATURE | year in review >>

JUNE

JULY

►►Offshore firms merge

►►Fraud, fraud and more fraud

Offshore firms Appleby and Dickinson Cruikshank merge to make the largest global offshore firm by the number of partners.

►►Rejuvenated IPOs?

Hong Kong’s capital markets spring back to life in the middle of the financial crisis year. A number of sizeable IPOs were launched in one month by companies, such as Bawang and 360 Degrees. Most of the biggest firms in Asia felt the market revival working on these transactions.

►►India’s many suitors

Like a number of international firms looking towards the world’s second-biggest economy for an extra revenue stream, Clifford Chance finds a best friend in India, AZB & Partners. AZB later merges with Bangalore firm, Anup Shah Associates, but Srinivas denies that it is because of the Parthasarathy impending liberalisation of the Allen & Overy legal market.

Meanwhile Allen & Overy, who already had a best friend in Trilegal, seek to boost ties with the firm by sending one of its lawyers there. But there was no love for Phoenix Legal, who denied UK firm Lovells was courting the firm

►►Deacons successfully courts Norton Rose

Deacons Australia had been looking for a merger partner since 2006, and after months of review signed with Norton Rose. Deacons Hong Kong however, said it was ‘comfortable’ despite the break off with Australia. The rest of the global legal industry, however, was left to ponder what Norton Rose would gain.

www.legalbusinessonline.com

OCTOBER

►►International firms struggle

It wasn’t an entirely big surprise, with the financial crisis in full swing, that some firms would report profit and revenue losses.

Baker & McKenzie and Clifford Chance, after both reporting record figures the year before, posted losses in revenue compared to the previous year. However, Clifford Chances’ Asia revenues grew by 4% and the firm, like many of its international counterparts, is undoubtedly increasing investment in the region.

Although the legal profession is considered noble in many jurisdictions and the ideal lawyers’ duty is to uphold justice, theory doesn’t necessary translate to practice. In one week in October across Malaysia, Singapore and the UK, lawyers were charged with fraud. Two lawyers in Malaysia and Singapore were separately found guilty of professional misconduct – allegedly for stealing client funds, while an in-house lawyer at Japan’s Bank of Tokyo Mitsubishi was alleged to have profited personally by up to US$3m from the bank, by channelling funds to a friend’s airline company.

NOVEMBER ►►legals flee

With the financial crisis cutting budgets for company’s legal departments, in-house counsels were forced to look at legal fees. It was certainly a touchy issue for firms, especially for international firms forced to compete with better-priced local firms.

ALB reports on the rise of mid-tier firms winning the race for bigticket clients. However, some won their clients over with reasonable fees – such as Slaughter and May on the acquisition of China Civilink.

DECEMBER 09 ►► Future firm

►►Australian firms look to Asia

The Australian government openly encourages its law firms to increase their investment in Asia, after the legal services market was found to contribute a significant amount to the economy. With that in mind, 2009 was certainly a year where Aussie firms pushed into Asia. In September Freehills found a Chinese best friend in TransAsia Lawyers, Minter Ellison says it is contemplating opening an office in Beijing, and Blake Dawson announces its office launch in Japan – making it the first Aussie firm in the country.

Crispin Rapinet Lovells

Lovells might not be courting Phoenix Legal, but a merger with US firm Hogan & Hartson is certainly on the cards. The transatlantic merger had many readers intrigued, with some highly creative observers mulling options for the new firm’s name – from HogsLov to LovHarts.

We’re still undecided.

Visit the ALB website for the full details on the year that was – www.legalbusinessonline.com.au 47

profile | managing partner >>

48

Asian Asian Legal Legal Business Business ISSUE ISSUE 9.12 9.12

profile | managing partner >>

alb 2009 managing partnerS series

Vincent Connor – Pinsent Masons:

2020 vision

Pinsent Masons has set itself the lofty goal of becoming a truly global law firm by the year 2020. The firm’s Asia-Pacific managing partner, Vincent Connor, explains the strategy and where Asia fits into the picture

W

hen asked about his firm’s fortunes in Asia in light of the financial crisis, Vincent Connor’s voice is awash with optimism. Business in the firm’s longest-established area – construction – is coming through the door with unyielding regularity and it’s the promise of much more that has Connor noticeably enthused.

“In construction and projects in Hong Kong alone we are seeing work that would have normally taken 20 years to do being compressed to 10 years, and this will keep our practices busy for a long time to come,” he says. Connor is, of course, referring to the trillions of dollars being spent by governments from China to the Philippines and Vietnam on constructing new infrastructure and improving dilapidated infrastructure.

Chances are that Pinsent Masons has been involved, either directly or indirectly, on many (if not most) of the landmark stimulus-related deals closed over the last year. The firm has advised on the US$1.763bn privatisation of PSALM, the government agency responsible for handling the sale of the Philippines’ National Power Corporation’s assets, the groundbreaking $US5.6bn Hong Kong/ Zhuhai/Macau Bridge project, and

www.legalbusinessonline.com

Veolia’s partnership to run Hong Kong’s historic tramway.

Everything, it seems, is on track for the firm to realise its goal of becoming a ‘truly international’ player. “Two years ago we articulated a series of business objectives – the most significant of which was our ambition to become a law firm of truly international reach by the year 2020,” Connor explains.

But just what does this involve and, more importantly, where does Asia figure in this strategy? Connor says the 2020 plan is fundamentally about increasing the firm’s global reach beyond its (already extensive) network of 13 offices, while concomitantly enlarging the areas it practices in.

“When we looked at our strategic direction back in 2007 we knew that Asia needed to be expanded,” he notes. “We said we wanted to grow the number of lawyers, which at the moment is 75, to 100 by 2012 and this is certainly still on the cards … the aim has been to deliver a range of exciting and sustainable practice groups in the medium term.”

Brand

Branding is also crucial to the process.

Here the firm has been faced with the tricky task of selling its brand as more than just simply a ‘construction play’, while preserving a reputation

that has won it plaudits – such as the “Construction Law Firm of the Year’ award at the 2009 ALB Hong Kong law awards.

“We have a terrific brand in construction [law] in Asia which we maintain zealously,” Connor says. “But we have, over the past few years, been investing heavily in resources here to ensure we are regarded as a firm with a strong offering in areas in addition to construction.”

These areas Connor refers to are projects, IP, IT & outsourcing and corporate; the firm has made no less than six senior appointments over the last year. It is looking to bring its offering in these areas to critical mass.

“One of the challenges is to ensure that we retain our construction credentials and don’t dilute that, while persuading the market about our enhanced offering in, for example, corporate and technology,” he explains.

While brand is important, Connor recognises that its pulling power has diminished, as a result of increasing competition between international law firms in Asia’s legal services markets.

“One thing I believe that differentiates us is that we’ve made considerable strides in acting for Asian clients in their expansion overseas in recent years. We now work for some of the largest Chinese, 49

profile | managing partner >>

Japanese and Korean contractors in their operations around the world,” he says.

“I do think we have made inroads into changing perceptions, but at the same time I think it is people and what they are able to bring to the firm and to the clients which will dictate the success of one’s brand,” Connor says.

“Technically excellent lawyers who can talk the same language as their clients, who know the sector their clients are in, whether it be private equity, tech or power, and the commercial drivers behind them – as well as the industry norms – do more for a firm’s brand than anything else.”

Connections

A pillar of Pinsent’s 2020 vision is ensuring that the firm’s already extensive network of formal and informal referral relationships in Asia continue to be broadened and enhanced. An alliance was recently sealed with international firm Salans and Pinsents has been working in association with boutique

50

dispute resolution practice MPillay in Singapore for the past few years, in addition to enjoying a select range of smaller, but informal, ententes with domestic law firms across Asia-Pacific.

“Our Singapore alliance with MPillay has been very effective since we launched it three years ago and this will deepen in the year ahead.” Connor says this will be achieved through a mixture of working more closely on matters and with clients, having extensive business development collaboration, plus seeing the flow of lawyers in both directions (as the recent relocation of a partner and senior associate of Pinsents to Singapore demonstrates).

Salans is a similar proposition: a firmwide relationship that allows the two to scout for opportunities that would normally not be on offer if not for an alliance. This includes opportunities in Europe where Salans has a total of 10 offices across Russia, Central and Eastern Europe – as well as the ability to tap into existing streams of work.

“Our association with Salans adds a compelling Hong Kong listing capability to our existing excellent PE and M&A practice in Hong Kong,” Connor says.

Similarly, Pinsent’s relationships elsewhere in the region offer the firm greater coverage. Here, Connor isn’t afraid to use the specialist and boutique

“One of the challenges is to ensure that we retain our construction credentials and don’t dilute that, while persuading the market of our enhanced offerings” Vincent Connor, Pinsent Masons

Asian Legal Business ISSUE 9.12

profile | managing partner >>

firms as well as top-tier domestic players.

“We have a range of referral relationships in other jurisdictions in Asia; in Japan, Korea, Malaysia, Vietnam as well as Australia and New Zealand,” he says.

“What we try to do is to identify two or three firms in each jurisdiction who we want to invest time and resources in working with … and try to maintain a mix of specialist and full-service law firms.” The standard Connor uses is simple – putting oneself in the client’s shoes, because he says Pinsent Masons’ stated objective is to work hard to make its clients’ jobs easier.

“The strategy with our referral relationships in Asia is aimed at ensuring that we have friends in each jurisdiction that I would use if it was my deal,” Connor says. “We have had a lot of success with this approach and some of these relationships are 20-plus years old.”

This all raises the question – to what extent are these relationships the first step towards a merger? After all, Pinsent Masons is certainly not averse

www.legalbusinessonline.com

to the notion of mergers. The firm – as we know it today – was itself the result of a 2004 merger between Pinsent and Masons. Before that merger, Pinsents was the creation of a host of smaller UK mergers seen earlier this decade and in the late 1990’s.

“There is no present plan to evolve these relationships into mergers because they work well for us … and it gives us a very welcome flexibility in what we do,” says Connor.

CSR, work/life balance

Areas that the managing partner feels are crucial to the creation of the truly global law firm are the work/life balance and corporate social responsibility (CSR).

“Programs such as our Starfish initiative to ‘inspire young lives’ are pursued by us at the global level and act as a sort of glue that holds everyone in the firm together,” he says. “It gives our team another type of common purpose and a firm-wide sense of a broader direction.”

Connor believes that leadership

from the top will not only guarantee the success of these initiatives, but also go a long way to eroding the hierarchies which often pervade the culture of international law firms, making them more able to concentrate on clients’ needs. “Managing partners should provide leadership to ensure that people at all levels of the firm are connected … they go a long way to breaking down barriers and maintaining an egalitarian culture consistent with our values,” he says.

When he isn’t busy building up the firm in Asia, or taking part in Pinsent Mason’s work/life balance sessions (the ancient art of Tai Chi or the more modern art of swing dance) Connor is a travel enthusiast who enjoys backpacking around Asia: “Organising train travel from Delhi to Mcleodganj via Rishikesh, Amritsar and Shimla certainly works as a way of escaping the daily duties of managing partner, and does wonders for recharging the batteries for the next stage of our development.” ALB

51

FEATURE | TMT >>

TMT Deals ►► China Unicom share buyback Firm: Freshfields Bruckhaus Deringer Client: China Unicom Firm: Orrick Herrington & Sutcliffe Client: SK Telecom • Off-market share repurchase • China Unicom’s US$1.3bn share buyback from SK Telecom

►► VisionChina Media’s acquisition of Digital Media Group Firms: Orrick Herrington & Sutcliffe, Beijing Sino-Promise Client: Digital Media Group Firms: Simpson Thacher & Bartlett, Grandall Client: VisionChina Media • Merger in exchange for cash and stock totalling US$160m • Creates largest mobile television advertising network in China

►► The Carlyle Group share swap with Taiwan Mobile Co Firms: Paul, Weiss, Rifkin Wharton & Garrison, Lee and Li Client: The Carlyle Group Firm: LCS & Partners Client: Taiwan Mobile Co • Carlyle Asia Partners exchanged its holdings in kBro, a large cable TV operator, to become the second-largest shareholder in Taiwan Mobile Co • Deal value: US$1.8bn

►► Non-public offering of shares in Fiberhome Telecommunication Technologies Co Firm: Zhong Lun Client: Fiberhome Telecommunication Technologies Co • Non-public offering of not more than 60 million shares

►► Technology services outsourcing Firm: Mayer Brown JSM Client: AT&T • Global multi-supplier broad scope technology services outsourcing involving services estimated to be valued at US$3bn, including support for implementation of the transaction throughout the Asia-Pacific region

52

TMT: a brave new world China is hurtling along the path of technological advancement and investors are facing a whole new world of opportunity and growth

C

hina is in the midst of a technological revolution.

With the development of telecommunications infrastructure and a rapid increase in the internet penetration rate comes a voracious appetite for technology related services and media content. “People talk about the potential of a ‘colour’ revolution in China. Basically, because the population is rapidly becoming much more educated and financially prosperous, there’s an increase in demand for Connie Carnabuci the sorts of services that Freshfields people were less likely to demand when they were less educated and less prosperous. They want content, they want to read about interesting ideas, and they want access to that sort of stimulus,” says Connie Carnabuci, a partner at Freshfields Bruckhaus Deringer.

China has the greatest number of Internet users in the world and yet the penetration rate amongst its population is relatively low. If you add to this the size of the country and its large – and increasingly wealthy – population, you’ll start to see why investors are racing to be a part of the TMT sector in China.

Meanwhile, the Chinese government is straining to resolve the balance between the demands of its populace and its desire to maintain control over telecommunications and the media.

Regulations versus technology

Lawyers in the region all point to the challenges presented by a developing legal framework. A case in point is the public spat between the Ministry of Culture (MOC) and the General Administration of Press and Publication (GAPP) in respect to the regulation of online gaming.

In China, an online game is a cultural product and accordingly, online Asian Legal Business ISSUE 9.12

FEATURE | TMT >>

www.legalbusinessonline.com

Consolidation

Outsourcing – China versus India

As the TMT sector faces increasing competition and demand for services, many smaller companies are looking to consolidate with other TMT players to either obtain or maintain a share of the market.

For example, Paul Weiss’ Chan recently acted for The Carlyle Group in a US$1.8bn deal to create the largest payTV operator in Taiwan. And Carlyle Asia Partners exchanged its holdings in kBro, a large cable TV operator, to become the second largest shareholder in Taiwan Mobile Co (TWM). “Other cable operators are going to follow suit, a Telco merger or a combination,” says Chan. “They are 30%

•

40,000 38800 29800 25300

20%

25,000

No of internet users

21000

Penetration rate

15%

20,000

0%

2005.12

2006.6

2006.12

22.6%

13700

16.0%

12300

12.3%

5%

11100

19.1%

16200

10%

35,000 30,000

22.5%

25%

The Chinese government has identified the IT outsourcing sector as an area in which the nation can excel, in much the same way as China became a global leader in manufacturing. “If you look at it, it’s almost like a sleeping giant. The amount companies spend on services is staggering, the peripheral support for computers is huge,” says Geofrey Master, partner at Mayer Brown JSM. “China has very much been looking to the amazing experience that India has had and has targeted the development of the services industry. China sees huge potential in being a service provider to the world.”

China 2009: Internet users and penetration rates

10.5%

In China’s online gaming business, foreign investment is not permitted.

However, foreign investors have long circumvented prohibitions against direct foreign investment in certain sectors in China, including the internet sector, through the use of the variable interest entity (VIE) structure. This involves contractual arrangements between a wholly foreign-owned domestic entity and a domestic license-holding operating entity. Lawyers working within the TMT sector in China are very familiar with the VIE structure and its use has long been tolerated by regulatory authorities in China.

However, the recent release of a joint

getting together and asking ‘what can we do together?’ We can share the resources – amortise amongst different users.”

Other media operators are also seeking consolidation: VisionChina Media (VCM) entered into an agreement to acquire all of the shares in Digital Media Group (DMG). The merged company will combine VCM’s outdoor digital network and DMG’s national subway network to create the largest mobile television advertising network in China. “This transaction exemplifies the emerging strength of the Chinese technology economy, [and] it also highlights a growing consolidation in the Chinese media sector,” said David Lee, a partner at Orrick, Herrington & Sutcliffe, who advised DMG on the transaction.

Consolidation is also likely to occur in the outsourcing market where domestic IT outsourcing companies will seek consolidation to form a force against foreign competitors.

9.4%

Foreign investment

notice by GAPP, the National Copyright Administration, and the “National Office of Combating Pornography and Illegal Publications” (Notice 13) has thrown up some confusion about the validity of the VIE structure. It prohibits foreign investors from entering into arrangements to gain control over online gaming operators.

“It’s noteworthy that Notice 13 to date has not been endorsed by other PRC government authorities, in particular the Ministry of Commerce and the Ministry of Information Industry,” says Morrison & Foerster’s Shanghai office managing partner, Charles Comey. “This is one in a continuing series of pronouncements in an area in which we expect further developments. It is premature at this point to write off the VIE structure,” he adds. With all this uncertainty, foreign investors in online gaming in China will no doubt be turning to their lawyers for regulatory advice.

8.5%

game operators require a cultural product-operating permit from MOC. As an online game is ‘published’ on the Internet, GAPP has jurisdiction over its publication and a publishing permit is required. “There is confusion – you go to GAPP and MOC for a permit but who is responsible for regulation?” says Jeanette Chan, a partner at Paul Weiss. “The State Council has issued three principles which set forth in general Jeanette Chan terms how the media Paul Weiss sector is to be regulated, and this includes online games, but it is not very clear.”

Both GAPP and MOC have issued conflicting notices which expands on their authority over the implementation and management of online games. “While we recognise that there are different layers of government administration over the sector, we certainly do not wish to see any conflicts or loopholes that it may create, and hope that along with the rapid development of the industry there will be more coherency and certainty in the regulatory environment,” says Anthony Zhao, a partner at Zhong Lun. Online gaming operators are now in a state of limbo about their operations while the debate continues. “Our online gaming clients are a bit confused. Our advice is to ‘watch this space’, keep doing what you’re doing and continue to get permits from both MOC and GAPP,” says Chan. In the meantime, a solution may come only from the State Council or from the Propaganda Department of the Chinese Communist Party.

15,000 10,000 5,000

2007.6

2007.12

2008.6

2008.12

2009.6

0

53

FEATURE | TMT >>

The country has grand ambitions to develop its domestic expertise in the outsourcing industry. “China wants to be a world leader in the provision of outsourcing services, to compete with and surpass India for being the country of choice for offshoring multi-national corporations,” says Mark Parsons, counsel at Freshfields Bruckhaus Deringer. To that end, the Chinese government is currently stimulating the growth of an IT outsourcing sector and encouraging people to embrace outsourcing. It has introduced tax incentives and invested in resources to train its workforce.

Yet although the outsourcing market in China is growing, it is still very fragmented.

China hasn’t yet built up the expertise and confidence that the big providers in India Mark Parsons Freshfields have – the reality is that Chinese outsourcing companies face a steep development curve in this sector. “Customers will expect defined services, service levels and solid methodology. [The contract] allows the supplier and the customer to work together to give the customer a level of assurance that in fact what it thinks it is going to receive and what it needs to receive is what it is going to receive. It elevates the contract to a position it hasn’t historically been in,” says Master.

The success of China’s outsourcing sector will also depend on the development of language skills and an understanding of the protection of IPR.

IP rights

The protection of intellectual property rights in China is an issue that looms large. Any large multi-national corporation is going to think carefully about its IP, when making the decision to outsource its IT services to a provider in China. There is always the risk of a breach of IP rights anywhere in the world, but the framework in China which regulates IP rights is still relatively young. This means that the cultural awareness of IP rights and what constitutes a breach of IP rights is still developing.

“You’ve got to have in your business plan a line item for how you will implement an IP strategy. You can’t 54

go into China and register your IP and think you’ll be fine… I am a big believer in self-help,” says Carnabuci.

Enforcing IPR through the legal system is a viable option but it should be viewed as a last resort. There are better ways of minimising the risk of something being misappropriated. This means establishing security systems and processes to prevent an initial breach of IP rights.

The Chinese government has highlighted the importance of IP rights and is working on educating people about the value of intangible property.

The landscape is changing and as confidence grows, business activity will increase as well.

On the horizon

Given the huge potential for growth in China there continues to be an enormous amount of interest in the TMT sector, from both foreign and domestic players. However, despite strong consumer demand for technology and media, China has not been immune to the effects of the financial crisis. It comes as no surprise that TMT lawyers have also taken a bit of a hit.

“There has been a change in the deals that we are doing. Before the GFC, there were a lot of M&A or securities-related transactions – a lot of deals from private equity funds or other industrial players that would like to expand their market share in China very quickly,” says Janet Hui, partner at Jun He. “All of a sudden they stopped, but it was in line with the market. We are now acting for industrial players who think that this is the right time to expand their business in China. These are long-term investors who are less affected by the GFC and are committed to China.”

Hui also points out that clients are

“They want content, they want to read about interesting ideas, and they want access to that sort of stimulus” Connie Carnabuci, Freshfields

►► Internet use in China

As at 30 June 2009: • The number of internet users in China is 338 million. This represents an increase of 40 million from late 2008 • The internet penetration rate in China is 25.5% • The number of rural internet users in China is 95.65 million • The number of mobile internet users is 155 million

still concerned about funding and so price remains an issue. “Before the crash the prices went up like crazy, but now it needs to get to a more realistic level,” she says. Investors remain conservative – and perhaps even over-cautious – about committing to deals. However, there is an increase in enquiries from clients and Hui predicts that activity will pick up in 2010.

This is a sentiment shared amongst other law firms. As a strategic move to capture the growing outsourcing market, Master recently relocated to Hong Kong to drive Mayer Brown JSM’s business & technology sourcing practice in Asia. “As a specialty group, we believe that the region warrants it. We will support transactions that are coming into the region but also those [domestic] companies that are developing and require global capabilities,” he says.

Carnabuci and Parsons also have observed an increase of work flowing in from the consolidation of the outsourcing market and contracts, both domestically and globally, for outsourcing services.

“In terms of outsourcing, there’s a huge amount of potential work for the banks – both for Chinese domestic banks and foreign banks, who are setting up presences within China. On the outsourcing side, we typically find ourselves acting on the customer end,” says Carnabuci.

M&A work will continue – though it will be slow and investors may choose to cherry-pick assets. Certainly, some are taking advantage of the times and investigating if there are any bargains to be had. Lawyers will also be closely monitoring regulatory changes within China. In particular, advice work on regulatory changes and compliance may arise as a result of the restriction of foreign investment in the TMT sector.

Lawyers may have to be ready with alternatives or more creative solutions to circumvent prohibitions if such restrictions eventuate. ALB Asian Legal Business ISSUE 9.12

Firm Profile

FEATURE | TMT >>

Paul, Weiss

PE post-GFC ALB discusses what a world without the global financial crisis means for private equity in North Asia with Paul, Weiss partner Jack Lange

A

Jack Lange

Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road Central Hong Kong Phone 852-2846-0300 Fax 852-2840-4300 Email: jlange@paulweiss.com Website: http://www.paulweiss.com

ll the empirical data supports the assertion that the worst may well be over for private equity (PE) in North Asia. PE houses, investors and financial sponsors appear to have shaken off the after affects of Lehman’s collapse and be back to business as usual. But as Jack Lange tells ALB, ‘business as usual’ has a very different meaning than it had in PE’s heady days of 2007 and early 2008.

“The difficulties we saw in Asia as a result of Lehman, predominantly surrounding the ability to price assets, seem to have subsided,” he says.

“Now that the market has bottomed out, people have swung back into action very quickly to avoid missing out.”

While confidence may have returned to the markets, the deluge of deals hasn’t arrived just yet but it may not be as far off as one would imagine because of PE’s unique value add.

“Deal flow is nowhere near the peak levels we saw in years past essentially because valuations are still slightly unrealistic… but PE players are certainly starting to transition from managing problems with portfolio companies to looking at deals, which is a positive sign,” he says.

“PE offers a value add like no other,” said Lange. “It is a different proposition from bank financing because a PE investment can increase returns, it is an investment in people and management and this appeal should see deal flow return.”

Change But when things do return to ‘normal’, Lange said they are likely to be different from PE investments in previous years. Investors will be looking to target new and emerging sectors with greater frequency—something which is most evident in the case of China.

“Part of it is getting into sectors that nobody has noticed yet. Seven or eight years ago a good example of that was dairy products,” he said, citing Morgan Stanley’s investment in Mengniu Dairy and, more recently KKR’s US$150m investment in Ma Anshan Modern Farming—on which a Paul, Weiss team led by Lange acted for KKR— as examples of activity in that sector.

And while sectors that ‘nobody has noticed yet’ may be few and far between in North Asia, Lange said that any investment targeted at China’s growth sectors is becoming increasingly popular. www.legalbusinessonline.com www.legalbusinessonline.com

“Anything consumer oriented in the PRC is viewed as good medium to long-term play.

Sectors like healthcare, pharma, infrastructure or building related,” he said adding that investments focused on financial institutions will continue to be appealing.

Two recent transactions illustrate this pattern according to Lange. China Pharma’s (a subsidiary of Morgan Stanley Private Equity Asia III Holdings) US$318m takeover of Sihuan Pharmaceutical and the US$160m investment in Sinochem subsidiary Far Eastern Leasing Company by a consortium of investors including KKR, GIC Special Investments and CICC. Lange led Paul, Weiss teams on both deals, acting for China Pharma/Morgan Stanley and the aforementioned consortium, respectively.

Cooperation If the deals above are evidences of the new approaches being employed by PE players in China, then they are also clear evidence of how PE funds are now being deployed. Hence while PE may have been used as a solution to the dearth of debt financing at the height of the financial crisis—to tide companies over during the longer than expected IPO timetable—now some PE financing is being used to help aid the growth of China’s stateowned enterprises (SOEs).

“I think now we are starting to see a new coming of cooperation between foreign PE and SOEs,” Lange explains. “In a way, it’s coming full circle. In the first phase of foreign PE in China there was a lot of effort to do JVs with SOEs. Then the focus shifted almost entirely to working with emerging entrepreneurs. Now entrepreneurs are starting to find capital from local funds, and foreign PE has begun to work in new areas of business with SOEs and helping them expand into these.”

Identifying such opportunities is vitally important, said Lange, in a market such as China where domestic PE funds are rising to the fore.

“The role foreign PE will play is changing a little because in the PRC you have huge pools of domestic capital that are coalescing, and this will naturally affect strategy,” he said. “It may be that foreign private equity will play a role where this pool of domestic capital is not… or perhaps some more of it will migrate toward emerging markets which have not yet come as far as China in developing a domestic private equity industry.”

55

Feature | interview >>

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Asian Legal Business ISSUE 9.12

Feature | interview >>

In-house perspective

GE Capital’s Geoff Culbert

A sense of legacy

Geoff Culbert is the general counsel for GE Capital (Asia-Pacific) and explains to ALB why building a legacy is vitally important for in-house lawyers

I

t is a function of the modern in-house role. Lawyers are so consumed with the day-to-day demands of providing quick, thorough and comprehensive legal advice to their company’s executives, and so used to ‘transaction hopping’, that legacy is forgotten – in fact, viewed as incompatible with their commercial aims.

But the two aren’t as mutually exclusive as one may think. As GE Capital’s Asia-Pacific general counsel Geoff Culbert tells it, they are inextricably linked. Tending to legacy – establishing efficient operating structures and building expertise within corporate legal departments – may actually assist in achieving the sometimes elusive ‘closeness to businesses’ now becoming a nonnegotiable aspect of employment.

Operating rhythm

There’s no denying that Culbert is a busy man. In addition to managing a 60-strong team of lawyers in ten jurisdictions across Asia, and handling the wide swathe of legal and corporate matters generated by one www.legalbusinessonline.com

of the world’s most active commercial and consumer finance companies, he is also acutely aware of the need to build for the future.

However, where many in-house lawyers see issues like legacy as falling beyond their job description, Culbert sees this as an intrinsic part of his position as GE Capital’s Asia general counsel. “In addition to my day-to-day work, I really consider my role as one that helps to build a stronger legal function that will create a legacy, so that if there is a time when I move onto another role in the company, there will hopefully be a more efficient and effective legal team in place,” he says.

“This is something we all strive to do at GE – building for the future.”

This is a legacy that Culbert says is achieved by sticking to what he calls an operating rhythm. “I start off the year by sitting down with each country’s general counsels and discussing how we can build the infrastructure of our legal function in the year ahead, and how we can monitor the progress of what we have achieved,” he says.

The result is one of the most welldeveloped knowledge management and operational systems databases of any in-house team in the region.

Encompassing everything from document management systems and advice precedent databases, to performance metrics tools, outside legal spend analyses as well as pro-bono programs and government relations initiatives. The resemblance that these measures bear to the business development side of top-tier firms is clear. “We have come a long way over the last two and half years in these areas and to some extent we are

►► Asia-Pacific GE Capital’s legal team: quick facts • Operates in more than 10 countries and regions across Asia, with more than 60 legal staff • Country-specific general counsel in each jurisdiction; with a direct report to country-based CEO • Regional general counsel sits in Japan • Work handled in-house includes general corporate and transactional matters , outsourced includes M&A, litigation and employment law

57

Feature | interview >>

“I really consider my role as one that helps to build a stronger legal function that will create a legacy, so that if there is a time when I move onto another role in the company, there will hopefully be a more efficient and effective legal team in place” Geoff Culbert, GE Capital (Asia-Pacific)

trying to model ourselves like a law firm,” he says.

But implementing such a program hasn’t come without its hurdles – time is cited as the number one impediment. “Sometimes lawyers are so consumed by transactions that they simply can’t find the time to focus on building a legacy, but it is just as important an aspect of working inhouse as the actual legal function.”

Important because it straddles so many of the most relevant tasks that fall under the purview of an in-house legal department. “The value-formoney proposition of an in-house team increases if you can integrate it into the broader corporate structure,” Culbert says. “Legal advice becomes timely and understanding of the business naturally deepens – all of which makes our jobs easier.”

The benefits for individual lawyers are equally as manifold. “You can build your career beyond being a lawyer … as a GE lawyer you not only get to work in different work streams in different jurisdictions, but are able to enter management training programs and become involved in broader areas of the business like finance, management and leadership.”

“What’s also important to me is that my team continues to be motivated by the work they do, as much as I do,” says Culbert with a smile.

Self-sufficiency and external relations

Culbert admits that his recruitment policy is a little different from most inhouse legal teams in Asia. Where most will target lawyers at senior associate level, he looks to fill his team with partner-level banking & finance lawyers— something he chalks up to the nature of GE Capital’s business.

“We are one of the largest commercial and consumer finance companies in the region, with over 7000 employees across Asia. We have written in excess of US$12 bn in new business volume through the first three quarters of 2009,” he says. “The work we do is extremely wide-ranging – and this means we need a legal team staffed with senior banking & finance lawyers who will add value to the business.”

On the consumer side Culbert notes the company is involved in everything 58

►► GE Capital (Asia-Pacific) major deals: 2007/08 • 2008: Co-led a US$875m senior debt facility to finance the acquisition by Permira of Arysta LifeScience Corporation for US$2.2bn. Deal was Japan’s biggest that year and the first acquisition by Permira, Europe’s biggest buyout firm, in Asia.

Acquisition was named Best M&A Deal in the Euromoney Japanese Digest • 2008: GE Capital co-led a US$280m senior debt facility to finance the acquisition by funds advised by KKR of Unisteel Technology for US$575m. Transaction and financing facility was named Best Private Equity Buyout and Best Leveraged Financing Deal of 2008 by FinanceAsia magazine • 2008: Cornerstone investor (US$30m) in China South Locomotive & Rolling Stock Corp’s IPO in Hong Kong • 2007: US$22m investment in Chinese wind turbine gearbox supplier, China High Speed Transmission Equipment Group, which was subsequently listed on the HKSE

from credit cards to personal and automobile loans. On the corporate side GE Capital has worked on large-scale structured finance deals and LBOs, and acted as a sponsor and arranger in addition to aircraft financing. There is also small-ticket lending and a PE business that makes strategic investments in emerging markets like India and China.

If the recruitment of senior-level lawyers is a function of the work that GE Capital is involved in, it is too a consequence of prevailing economic conditions and again, a legacy. “Our legal team has grown over the past couple of years and we’ve looked to bring lawyers on board who are capable of making strategic decisions in-house,” he says. “Our budget for external counsel has of course been reduced [as a result of the financial crisis], but too much reliance on them is not sustainable in the long-run … we are aiming to be as self-sufficient as possible.”

Self-sufficiency notwithstanding, Culbert says that external counsels still have a large role to play in making life easier, although it’s perhaps only to perform some “heavylifting” in M&A and large-scale Asian Legal Business ISSUE 9.12

Feature | interview >>

corporate finance deals and specialist areas like labour law.

Here, Culbert stresses the importance of a ‘relationship-based’ approach. “We don’t maintain a formal legal panel but have relationships with preferred providers; leading international firms who have regional coverage, and domestic top-tier and specialist law firms who are costeffective across the region,” he said.

With these firms – and others – who are looking to pick up a piece of GE Capital’s advisory work, the general counsel says the recipe for success is simple. “It is a very basic equation: if you provide good service you will get more work.”

What is his definition of ‘good service’?

Culbert says it begins and ends with a two-way communication flow. “We put the onus on our external law firms to create an open dialogue with us,” he explains.

“We want them to be proactive, open about costs, and come to us if problems arise. This is the basis of a strong, longlasting relationship.”

Emerging markets and global financial crisis

Culbert believes that as far as Asia is concerned, the worst of the financial crisis may be over, citing the work volume of his in-house team as evidence. “I think the worst is very likely to be behind us,” he said. “The uncertainty in the markets seems to have cleared and liquidity issues have also improved. I believe we have swift government action to thank for that.

We are very much open for business in Asia-Pacific, and are seeing a healthy pipeline of new business volumes.

Companies are making the transition and looking to invest in capital expansion.”

He mentions Australia, New Zealand and South Korea as core markets that have outperformed throughout the global recession, while emerging markets in South-East Asia, India and China are active and looking very promising. GE Capital’s PE business is actively pursuing China- and Indiarelated strategic investments, which

are aligned to the company’s wellestablished industrial base.

Despite this promise, investments in such sectors and jurisdictions don’t come without their own risks that practitioners need to ensure are adequately covered off. “Emerging market investments are a different proposition [to established markets],” he says. “There is, of course, a need to do due diligence carefully and understand the legal regime and be able to identify future risks. You need to ensure that your ordinary expectations from a transaction are met … to the extent you aren’t comfortable, don’t invest.”

The key is striking a balance.

“GE won’t invest without fully understanding the risks involved,” Culbert says, noting that the company has come through the financial crisis with a clean bill of health. “A strong risk and compliance culture is needed in any organisation and these are critical to help make sound and stable investments.” ALB

“A quality publication providing informed, professional information about the legal services sector.”

Office Managing Partner, Beijing DLA Piper ALB China is the leading magazine dedicated to the legal industry in China. Each issue is packed with news, analysis and features that are essential reading for anyone interested in the PRC’s rapidly developing legal scene. A team of dedicated journalists provide in-depth examinations of all the China issues facing lawyers and in-house counsel throughout the region.

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market data | M&A >>

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Asian Legal Business ISSUE 9.12

market data | M&A >>

www.legalbusinessonline.com

61

market data | capital markets >>

Equity Capital Markets TRANSACTIONS List

Asia, inc Japan, ex Australia & New Zealand Oct 17 - Nov 13 Issuer

Proceeds (USDm)

Issue date

Currency

Bookrunner(s)

Sector

Hong Kong Hutchison Whampoa Ltd

2,615.0

11/10/2009

EURO

Calyon, Deutsche Bank, HSBC

Telecommunications

Noble Group Ltd

842.4

10/22/2009

USD

Goldman Sachs, Hongkong & Shanghai Bank, JP Morgan, RBS

Consumer Staples

NCL Corp Ltd

444.8

11/4/2009

USD

Deutsche Bank Securities Corp, Barclays Capital, Citi, JP Morgan

Industrials

38.7

10/20/2009

HKD

HSBC

Financials

State Bank of India (London)

748.3

10/20/2009

USD

Barclays Capital, Citi, HSBC, JP Morgan, UBS

Financials

IDFC

220.2

11/10/2009

INR

Standard Chartered Bk

Financials

National Housing Bank

106.9

10/29/2009

INR

Standard Chartered Bk

Financials

20.0

11/4/2009

INR

Standard Chartered Bk

Financials

Sun Hung Kai Prop Cap Mkt Ltd

LIC Housing Finance Ltd IDFC

12.7

11/3/2009

INR

Standard Chartered Bk

Financials

Bukit Makmur Mandiri Utama PT

310.0

10/28/2009

USD

Barclays Capital, Deutsche Bank, ING Bank NV

Materials

Bumi Capital Pte Ltd

300.0

11/2/2009

USD

Deutsche Bank Securities Corp, Credit Suisse

Materials

Indika Energy Tbk PT

230.0

10/29/2009

USD

Citi

Energy and Power

38.2

11/6/2009

IDR

Standard Chartered Indonesia

Financials

KIK EBA Danareksa SMF II

Japan Japan Finance Corp

2,998.8

10/27/2009

USD

Barclays Capital, Bank of America Merrill Lynch, JP Morgan

Government and Agencies

Japan Housing Finance Agency

1,604.9

10/29/2009

JPY

Mizuho Securities Co Ltd

Government and Agencies

Japan Housing Finance Agency

799.8

10/22/2009

JPY

Mizuho Securities Co Ltd

Government and Agencies

Kirin Holdings Co Ltd

546.9

10/29/2009

JPY

Mitsubishi UFJ Securities Co

Consumer Staples

JASSO

434.6

10/23/2009

JPY

Daiwa Securities SMBC Co Ltd, Nomura Securities

Consumer Products and Services

Pengurusan Aset Air Bhd

736.2

10/22/2009

MYR

CIMB Investment Bank Bhd

Energy and Power

Genting Utilities Sdn Bhd

424.0

10/28/2009

MYR

CIMB Investment Bank Bhd, HSBC Malaysia Bhd

Media and Entertainment

82.0

10/19/2009

PKR

Standard Chartered-Pakistan, National Bank of Pakistan, Habib Bank Ltd, United Bank Limited, Meezan Bank Limited

Industrials

ADB

997.2

10/21/2009

USD

Goldman Sachs, Morgan Stanley

Government and Agencies

Megaworld Corp

105.3

11/3/2009

PHP

BDO Capital Investment Corp, Hongkong & Shanghai Bank

Real Estate

73.8

10/22/2009

PHP

Deutsche Bank (Manila Offshore, ING Bank Manila

Financials

MALAYSIA

PIA

PHILIPPINES

Allied Banking Corp

SINGAPORE Temasek Financial (I) Ltd

1,496.6

10/19/2009

USD

Morgan Stanley, Deutsche Bank Securities Corp, Goldman

Financials

Oversea-Chinese Bkg Corp Ltd

499.4

11/10/2009

USD

Credit Suisse, Goldman Sachs, Morgan Stanley, Oversea-Chinese Banking

Financials

Housing & Development Board

359.9

10/19/2009

SGD

Citicorp Investment Bank, Hong Kong & Shanghai Bank

Government and Agencies

Hyundai Capital Services Inc

497.7

10/29/2009

USD

Citi, Deutsche Bank Securities Corp, Goldman Sachs, JP Morgan, Morgan Stanley, RBS

Financials

GS Caltex Corp

336.4

10/23/2009

KRW

Woori Invest & Sec Co Ltd

Energy and Power

Daewoo Securities Co Ltd

253.2

10/28/2009

KRW

Woori Invest & Sec Co Ltd

Financials

46.4

10/17/2009

TWD

Cathay Securities Investment, Masterlink Securities Co

Financials

209.3

10/28/2009

THB

Standard Chartered Bank (Thai), Kasikornbank PCL, Bangkok Bank, Krung Thai Bank, TMB Bank PCL

Telecommunications

Provincial Waterworks

29.9

10/29/2009

THB

Hongkong & Shanghai Bank (HK)

Government and Agencies

Government Housing Bank

29.9

11/5/2009

THB

Standard Chartered Bank (Thai)

Financials

117.6

10/20/2009

VND

Hongkong & Shanghai Banking, Standard Chartered Bank PLC

Financials

SOUTH KOREA

TAIWAN E Sun Commercial Bank Ltd

THAILAND Thaicom PCL

Vietnam Techcombank

62

Asian Legal Business ISSUE 9.12

market data | capital markets >>

DEBT CAPITAL MARKETS TRANSACTIONS LIST

Asia, inc Japan, ex Australia & New Zealand Oct 17 - Nov 13 Issuer

Proceeds (USDm)

Issue date

Currency

Bookrunner(s)

Sector

Hong Kong Bank of East Asia Ltd

500.0

10/30/2009

USD

Deutsche Bank, UBS

Financials

China High Precision Auto

129.0

11/6/2009

HKD

Daiwa Securities SMBC, Macquarie Bank

Industrials

Trinity Ltd

110.7

10/27/2009

HKD

Citigroup Global Markets, JP Morgan Securities

Consumer Staples

14.4

11/4/2009

HKD

Kingston Securities Limited

Consumer Staples

250.0

11/6/2009

USD

Nomura Holdings Inc

Energy and Power

DEN Networks Ltd

77.3

11/6/2009

INR

Deutsche Bank, Antique Capital Markets Pvt

Media and Entertainment

Patel Engineering Ltd

74.3

10/21/2009

INR

Kotak Mahindra Capital Co, Daiwa Securities, Axis Bank, Nomura Holdings Inc, Antique Capital Markets Pvt

Industrials

385.8

11/6/2009

IDR

CLSA ECM, Macquarie Equities, Danareksa Sekuritas, Bahana Securities

Real Estate

15.2

Easyknit Enterprises Hldgs Ltd

INDIA Tata Power Co Ltd

INDONESIA Delta Dunia Makmur Tbk PT Gunawan Dianjaya Steel PT

11/5/2009

IDR

Dinamika Usahajaya

Materials

Nippon Accommodations Fund Inc

239.2

10/27/2009

JPY

Nomura Securities, Merrill Lynch Securities Co

Real Estate

Takashimaya Co Ltd

224.2

10/29/2009

JPY

UBS, Switzerland, Nomura International PLC

Retail

Toho Bank Ltd

112.0

10/19/2009

JPY

Nomura Securities

Financials

Kenedix Realty Investment Corp

98.1

11/9/2009

JPY

Nomura Securities

Real Estate

FOI Corp

86.2

11/11/2009

JPY

Mizuho Investors Securities Co

Industrials

3,309.8

11/10/2009

MYR

JP Morgan Securities Asia, Nomura International PLC, UBS, CIMB Investment Bank Bhd, Credit Suisse, Goldman Sachs

Telecommunications

36.4

10/28/2009

MYR

OSK Investment Bank Bhd

Industrials

MALAYSIA Maxis Bhd Hubline Bhd

SINGAPORE Indiabulls Ppty Invest Trust

143.5

10/23/2009

SGD

Morgan Stanley

Financials

Ezra Holdings Ltd

100.0

10/22/2009

USD

DBS Bank

Industrials

57.3

11/9/2009

SGD

Citi

Real Estate

SK C&C Co Ltd

455.8

11/2/2009

KRW

Woori Invest & Sec

High Technology

STX Pan Ocean Co Ltd

200.0

11/13/2009

USD

Goldman Sachs

Industrials

Grand Korea Leisure Co Ltd

192.8

11/9/2009

KRW

Mirae Asset Securities

Media and Entertainment

46.0

10/21/2009

KRW

Woori Invest & Sec

High Technology

Mapletree Logistics Trust

SOUTH KOREA

Power Logics Co Ltd Ace Hightech Co Ltd

19.3

11/5/2009

KRW

Woori Invest & Sec

High Technology

Daekuk Corp

16.9

10/30/2009

KRW

Hanwha Securities

High Technology

Kysys Corp

16.8

10/22/2009

KRW

Dongbu Securities

High Technology

KEC Corp

15.0

11/6/2009

KRW

Daewoo Securities

High Technology

MB Shiroyama Co Ltd

13.0

11/10/2009

KRW

Hanwha Securities

Industrials

Sintek Photronic Corp

89.3

10/20/2009

TWD

Yuanta Securities

High Technology

Coxon Precise Industrial Co

25.2

10/21/2009

TWD

Mega Securities Co

Materials

TAIWAN

www.legalbusinessonline.com

63

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BUSINESS CONDITIONS CHANGE. OUR MANAGEMENT TEAM DOESN’T. Anthony Thompson Managing Director 9 Years in Hong Kong with Michael Page International

There’s no substitute for the experience of more than 30 years in business.

Corporate Finance Lawyer

Junior Corporate Lawyer

Leading International Firm | 1-7 Years PQE

Consultancy Firm | 1+ Years PQE

Due to expansion, our client is hiring two corporate lawyers for its corporate finance team. The successful encumbents will be involved in a large range of corporate transactions, including mergers, listing, private equity and some general corporate commercial drafting. The successful candidate will have at least 1 year post-qualified experience gained in the area of corporate law.

Fluency in both English and Chinese is required. HK qualified lawyers are preferred, however, US qualified lawyers will also be considered for the firm’s US Corporate Team. ref:H466250

Our client is a market leading consultancy firm in Hong Kong. Reporting to the Senior Counsel, you will be part of an established team advising clients on M&A deals and other types of transactions. Major responsibilities include drafting, reviewing and advising on corporate commercial issues and company secretarial work. Suitable candidates should be Hong Kong qualified lawyers with at least 1 year of corporate commercial experience gained in leading law firms.

Occasional travelling is required. Excellent command of English and Chinese is required. ref:H448660

Banking & Restructuring Lawyer

Property Leasing Lawyer

Top Tier Law Firm | 2-5 Years PQE

Property Developer | 6+ Years PQE

Working in a well established team of less than 10 lawyers, the successful candidate will participate in a broad range of general banking and restructuring and insolvency work as well as cross-border leveraged finance transactions, syndicated loans, vanilla loans, secured lending and bilateral facilities. You should have at least 2 years’ post-qualification experience in the area of general finance, with restructuring and insolvency exposure. You must have a strong command of English language skills with solid drafting abilities. Fluency in Chinese is advantageous although is not mandatory. ref:H464610

Reporting to the Head of Legal Services, you will draft, advise on, review and negotiate property related documents including leases, licenses, property investment and management, acquisition, financing and conveyancing documents. The successful candidate will be a qualified lawyer with between 6 to 10 years’ post-qualification experience in property law gained in a leading law firm and/or multinational corporate environment. Prior experience in either M&A, China practice or litigation would be advantageous. The ability to read and write both English and Chinese is required. ref:H438300

Patent Attorney

Senior Lawyer

US MNC | 3+ Years PQE

Leading Conglomerate | 10+ Years PQE

Reporting to the Regional General Counsel, you will be part of a well-established intellectual property team of a prestigious brand name. The suitable candidate should have prior knowledge and skill-sets in handling patent and trademark related work including managing applications and renewal, conducting relevant searches and communicating with engineers and external lawyers. Proficiency in English and Chinese is a must. You should be PRC or overseas qualified with at least 3+ years of experience in the professional services industry. ref:H442690

Reporting to the Head of Legal, you will be responsible for advising on all litigation matters affecting the group. You will also assist in advising senior management on other general in-house matters affecting the group. You will have at least 10 years’ post-qualified experience and admitted in Hong Kong with strong civil and commercial litigation experience gained in a leading corporation or law firm in Hong Kong. Fluency is required in written and spoken English, Cantonese and Mandarin. ref:H465180

To apply for any of the above positions, please go to www.michaelpage.com.hk/apply quoting the relevant reference number, or to discuss other Private Practice, Financial Services or In-house opportunities, contact one of our specialist consultants on +852 2530 6100 for further details.

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