Asian Legal Business (North Asia) Sep 2009

ISSUE 9.9

ALB Special Report: China 09 Competition from local firms intensifies

M&A Rankings The best firms for M&A in Asia

The US FCPA Spotlight on Asian companies

Peter Charlton, Clifford Chance The importance of being local

ALB Hot 100: The hottest lawyers of 2009

: PLUS

Asia’s 25 leading M&A dealmakers

LATERAL MOVES

DEALS ROUNDUP

REGION-WIDE UPDATES

LATEST DEBT & EQUITY MARKET DATA

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EDITORial >>

Permanent revolution

W

e do the domestic work, they do the international work. Once it was fairly easy to understand the respective roles of domestic and international firms in the PRC. But as a manifestation of the growing dubiousness of the legal industry’s traditional pecking order, look no further than the current economic environment in which local firms are flourishing.

The legal firms playing the lead roles on some of the Chinese-based transactions that have been struck over the last few months give an indication of how things are changing. Those deals are notable, for not only the depressed economic conditions in which they were closed but also the firms who are closing them.

It is China’s domestic firms who are taking on the mantle of lead counsel, a role once thought to be the exclusive domain of international law firms. It is clear there is a permanent revolution underway.

Externally, Chinese clients are now looking more to make their own outbound acquisitions – rather than simply inviting inbound investment, as many did in the past.

The revolution is also taking place internally. Local firms are effecting increases in exponential head count, establishing offices regionally and luring the best and brightest legal talent from international law firms.

PRC firms are becoming international themselves, and the process can only accelerate given the economic growth expected over the coming years.

IN THE FIRST PERSON “You get the impression there isn’t a sufficient level of respect among some private-practice lawyers towards in-house teams, and not a high recognition of the value we can bring to deals” Vice president of French-based investment bank, on in-house involvement in M&A (p38)

“We are there from the start to the finish of transactions – from getting the money in to getting the money out” Steven Yeo, managing director, Citi Institutional Client Group (p61)

“The capacity of local law firms to provide high-calibre international advice is increasing by the day.

Lawyers within these firms are technically sound” Robert Lee, partner with Diaz Reus (p72)

It is China’s domestic firms who are taking on the mantle of lead counsel, a role once thought to be the exclusive domain of international law firms

2

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News | deals>> >> CONTENTS

contents 48

ALB issue 9.9

32

COVER STORY 48 ALB Hot 100 Our editorial team singles out the 100 best-performing companies who grabbed the headlines, struck the megadeals and rose above the rest over the past year

ANALYSIS 10 Corporate compliance and FCPA As custodians of the Foreign Corrupt Practices Act, the United States’ SEC and DOJ are looking to ramp up their enforcement activities. Lawyers expect Asian companies to come under the microscope in the coming months 12 Revenues revealed Firms have finally released their yearly financial performance figures. ALB crunches the numbers – with some surprising results 14 Q&A with CPA Global Eve Johnson discusses the implications of CPA Global’s controversial outsourcing deal with Rio Tinto, for its lawyers and the future of legal process outsourcing business in Asia

FEATURES 32 ALB M&A Rankings 2009 In-house lawyers and business leaders from across the region cast their vote for Asia’s best merger and acquisition practices, as well as the 25 most outstanding M&A practitioners 56 ALB Managing Partner series Clifford Chance’s Peter Charlton says being one of the largest law firms in the world means nothing – unless you have that local touch 60 In-house perspective Steven Yeo, general counsel of Citi’s Global Transaction Services division, shares the

4

64

challenges of being the legal head for one of the US bank’s fastest-growing businesses 64 ALB Special Report: China 09 Spurred on by an increase in outbound transactions, domestic PRC firms are targeting market share once thought to be the exclusive domain of international firms. China’s legal services market is currently in the throes of a permanent organisational revolution

Regulars 6 DEALS 16 NEWS • Indian firms dominate project finance league tables • King & Wood completes merger with Arculli Fong & Ng • Firms form first China-Singapore JV to target India • Indian firms’ non-paying clients delays lawyer salary payments • White & Case breaks into Qatar market • AZB denies merger is influenced by Indian market liberalisation • World’s first Shariah-law compliant firm opens • We will beat all foreign firms, says Korean lawyer 16 UK report 18 US report 26 M&A deal update 74 Capital markets deal update

56 INDUSTRY UPDATES 20 International tax Azure 21 Intellectual property ATMD Bird & Bird 23 Financial services Horwath Financial 28 REGIONAL UPDATES • China Paul Weiss • Philippines Sycip Salazar Hernandez & Gatmaitan • Singapore Loo & Partners • Indonesia BTPartnership

PROFILES 15 39 41 69 72 73

Law Alliance VILAF Mori Hamada & Matsumoto King & Wood Diaz Reus Fangben Law Office

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 9.9

NEWS | deals >>

Firm: Anderson Mori & Tomotsune Client: EDF International Lead lawyers: Hironori Shibata, Chihiro Ota

deals in brief

• EDF sold US$1.18bn of Samurai bonds, purchased by institutional investors • First placement by a corporate issuer in Japan since the advent of economic crisis • Influenced investors away from government guarantees

| VIETNAM | ►► Nissan Vietnam Co Joint Venture Value: N/A Firm: Baker & McKenzie Client: Nissan Motor Co Lead lawyer: Fred Burke Firm: VILAF Client: Kjaer Group

| Saudi Arabia | ►► Saudi Electricity Company sukuk issue Value: US$1.87bn

►► CLP Power Hong Kong notes offer Value: US$2.5bn

Firm: Abdulaziz AlGasim Law Firm Client: Saudi Electricity Company Lead lawyer: Zeyad Khoshaim

Firm: Linklaters Client: Deal arrangers Firm: Allen & Overy Client: Power Hong Kong Financing Ltd Lead lawyers: Andrew Harrow, Walter Son Atif Hanif Abdulaziz AlGasim

Firm: Allen & Overy Client: Saudi Electricity Company Lead lawyers: Julian Johansen, Atif Hanif • Saudi Electricity Company issues a SAR7bn (US$1.87bn) sukuk • World's largest sukuk issue in 2009 to date and the first public issuance for 2009 in Saudi Arabia • Sees the transfer of assets from SEC to subsidiary Sukuk Electricity Company. Proceeds are to be used as funds to expand generation capacity and improve SEC's transmission grid efficiency • Allen & Overy’s cross-border team in Europe/Middle East worked with Saudi-associated firm, Abdulaziz AlGasim Law Firm

6

| HONG KONG |

Firm: Harneys Westwood & Riegels Client: Power Hong Kong Financing Ltd Lead lawyer: Indira Birkwood • CLP Power Hong Kong Financing Ltd increased its previous US$1.5bn medium-term note program up to US$2.5bn • Closed on 2 July 2009

| HONG KONG | ►► Amber Energy Limited IPO Value: US$2.19bn

Firm: Jones Day Client: Amber Energy Lead lawyers: Alex Zhang, Barbara Mok Firm: DLA Piper Client: Piper Jaffray Asia Securities

• Nissan Motor formed JV with Denmark's Kjaer Group A/S, to form Nissan Vietnam Co

Lead lawyers: Liu Wei, Esther Leung • Amber Energy’s HK$166m IPO on the Main Board of the Hong Kong Stock Exchange

Liu Wei DLA Piper

• IPO was 1,247 times over-subscribed, making it the fourth most oversubscribed public offering in the history of the HKSE

| JAPAN | ►► EDF Samurai bonds sale Value: US$1.18bn

Firm: Shimazaki International Law Office Client: Mitsubishi UFJ Securities Lead lawyer: Fumiaki Shimazaki Firm: Lovells Client: EDF International Lead lawyers: Phillip Hyde, Sharon Lewis

Frederick Burke Baker & McKenzie

Philip Hyde Lovells

• Began operating in December 2008 to import and distribute Nissan vehicles, parts and accessories via dealers. Will produce first model assembled in Vietnam by 2010 • Baker & McKenzie advised on legal documentation and general transaction management

| INDONESIA | ►► Indika Energy TBK – Petrosea TBK stake acquisition Value: US$83m Firm: Melli Darsa Client: Indika Energy Tbk Lead lawyers: Melli Darsa, David Siahaan Firm: Baker & McKenzie Client: Clough Ltd Lead lawyers: Anthony Whelan, Luke Devine, Simon De Young

Luke Devine Baker & McKenzie

• Clough’s 81.95% interest in PT Petrosea Tbk sold to PT Indika Energy Tbk Asian Legal Business ISSUE 9.9

NEWS | deals >>

• Baker & McKenzie cross-border team advised on sale strategy, project management, due diligence and documentation

►► your month at a glance Firm

Saudi Arabia

Saudi Electricity Company sukuk issue ST Engineering Financial I Fixed Rate Notes offer due 2019

500 Debt market

Singapore

CapitaCommercial Trust rights issue

560 Equity market

Singapore

South Beach Consortium refinance term loan facility

553 Finance

Singapore

CapitaLand convertible bonds issue

746 Debt market

Singapore

Pacific Andes International rights issue

144 Equity market

Singapore

Oiltanking Odfjell Terminal Singapore syndicated term loan facility

139 Debt market

Allen & Overy

Amarchand & Mangaldas

AZB & Partners

• US$1.5bn offering by Export-Import Bank of Korea of 5.875% of its notes due 2015 Baker & McKenzie

Saudi Electricity sukuk issue

1,870 Islamic finance

Bajaj Hindusthan share placement

1,500 Finance 2,500 Equity market

Hong Kong

CLP Power Hong Kong medium term notes offer

India

Adani Power Limited IPO

India

LIC Mutual Fund - Nomura Asset JV

1,180 debt market

Japan

Sumitomo Trust & Banking – Nikko Asset Management acquisition

1,260 M&A

India/New Zealand

Britannia Industries – Britannia New Zealand Foods Private Ltd stake acquisition

India

Bajaj Hindusthan share placement Chloride Group – DB Power Electronics acquisition

India

Matrix Partners – FIITJEE investment

20 Finance

India/UK/US

Tonula – Green Field Online acquisition

40 M&A

India

International Finance Corporation – Dishman Pharmaceuticals and Chemicals finance loan

15 Project finance

India

International Finance Corporation – WaterHealth India Private loan

15 Project finance

India

Tanla Solutions – Zed Worldwide Holdings JV

Indonesia/ Australia

Indika Energy TBK – Petrosea TBK stake acquisition

Vietnam

Nissan Vietnam Co JV formation

1,500 Finance 20 M&A

Undisc Corporate 83 M&A Undisc Corporate

Singapore

Pacific Andes International Holdings Ltd rights issue Ericsson – Nortel assets acquisition

1,130 M&A

Cleary, Gottlieb, Steen & Hamilton

Korea

Export-Import Bank of Korea notes due 2015 offer

1,500 Equity market

Conyers Dill & Pearman

China

Xingquan International Sports Holdings IPO

Davis Polk & Wardwell

Korea

Export-Import Bank of Korea notes due 2015 offer

144 Equity market

18 Equity market 1,500 Equity market

Korea

Shinhan Bank Rule senior notes due 2012 offer

Japan

ORIX Corporation global offering

Japan

The Sumitomo Trust & Banking – Nikko Asset Management acquisition

Denton Wilde Sapte

Oman

Electricity Holding Company of Oman – Dhofar Power acquisition

40 M&A

Dewey & LeBouef

Oman

Electricity Holding Company of Oman – Dhofar Power acquisition

40 M&A

DLA Piper

Hong Kong/China

Amber Energy Ltd IPO

21 Equity market

China

Xingquan International Sports Holdings IPO

18 Equity market

DBS – MIDAS Holdings Limited share agreement

55 M&A

Singapore Singapore

GMG Global proposed rights issue

Dua Associates

India

Tanla Solutions – Zed Worldwide Holdings joint venture

Firm: Kim & Chang Client: Deal arrangers Lead lawyer: Myoung Jae Chung

Economic Laws Practice

India/UK/US

Tonula – Green Field Online acquisition

Freshfields

UAE

ADCB Data – Injazat Data Systems service agreement

www.legalbusinessonline.com

Undisc Equity market

India/UK

Drew & Napier

• Joint lead managers: BNP Paribas Securities, Deutsche Bank AG, Singapore Branch, Good Morning Shinhan Securities, Hongkong and Shanghai Banking Co Ltd, Merrill Lynch, Pierce, Fenner & Smith Inc, The Royal Bank of Scotland

62 Corporate

EDF Samurai bonds sale

Firm: Davis Polk & Wardwell Client: Deal arrangers Lead lawyers: John D Paton, William Barron

• Shinhan Bank Rule 144A/Reg S offer of 6% senior notes due 2012

625 Equity market

Hong Kong/Canada

Value: US$500m

Firm: Simpson Thacher & Bartlett Client: Shinhan Bank

Saudi Arabia

Blake, Cassels & Graydon

►► Shinhan Bank Rule senior notes – offer Firm: Yulchon Client: Shinhan Bank

1,870 Islamic finance

India

Anderson Mori & Tomotsune Japan

Firm: Davis Polk & Wardwell Client: Underwriters Lead lawyers: Eugene Gregor, James C Lin, Show Mao Chen

| KOREA |

Deal type

Singapore

Value: US$1.5bn

• Underwriters were Barclays Bank PLC, Credit Suisse Securities (USA) Deutsche Bank AG, Merrill Lynch, Pierce, Fenner & Smith Inc, Morgan Stanley & Co, Samsung Securities

Value (US$m)

Abdulaziz AlGasim Law Firm

►► Export-Import Bank of Korea notes – offer

Firm: Kim & Chang Client: Export-Import Bank of Korea Lead lawyers: Ick Ryol Huh, Seon Jee Lee

Deal name

Allen & Gledhill

| KOREA |

Firm: Cleary, Gottlieb, Steen & Hamilton Client: Export-Import Bank of Korea Lead lawyer: Jinduk Han

Jurisdiction

500 Equity market 891 Equity market 1,260 M&A

70 Equity market Undisc Corporate 40 M&A Undisc Corporate

Haiwen & Partners

China/Hong Kong

BBMG global offering

884 Equity market

Hassan Radhi & Associates

Bahrain

Mumtalkat five year syndicated Ijara facility

140 Islamic finance

Herbert Smith

Hong Kong

Premier Oil Group stake acquisition in Block 12W

Indochine

Vietnam

SEAF Blue Waters Growth Fund – Hoa Binh Co investment

Jingtian & Gongcheng

China/Hong Kong

BBMG global offering

Jones Day Khaitan & Co

72 M&A 2 Finance 884 Equity market

Hong Kong/China

Amber Energy Ltd IPO

21 Equity market

India

Adani Power Ltd IPO

625 Equity market

India

ETA Engineering finance loan

India

Just Dial – Sequoia Capital India Investments III acquisition

India

Adani Power Ltd IPO

India

Mahindra Holidays & Resorts India IPO

India

Shree Renuka Sugars Ltd QIP

97 Project finance 8 M&A 625 Equity market 57 Equity market 103 Equity market

7

NEWS | deals >>

| SINGAPORE | ►► DBS – MIDAS Holdings Limited share agreement Value: US$55m Firm: WongPartnership Client: MIDAS Holdings Ltd Lead lawyer: Tok Boon Sheng Firm: Drew & Napier Client: DBS Ltd Lead lawyer: Marcus Chow

Marcus Chow Drew & Napier

• Represents 14.2% of current share capital of MIDAS

| HONG KONG | ►► Hong Kong and Shanghai Hotels loan facility Value: US$129m Firm: Mallesons Client: HSH Financial Services Ltd Lead lawyer: Steven Christopher • Luxury hotel and Steven Christopher property group Mallesons Hong Kong and Shanghai Hotels loaned HK$1.225bn (US$129m) term facility, which was guaranteed by HSH • Proceeds used for refinancing existing debt and for corporate purposes of HSH and its subsidiaries • Mallesons advised on structuring, negotiations and documentation of the facility along with a group of seven international banks

| INDIA | ►► Bajaj Hindusthan Limited share placement Value: US$1.5bn Firm: AZB & Partners Client: Bookrunners Lead lawyer: Shameek Chaudhuri

8

• Qualified institutional placement of 34.45 million equity shares by Bajaj Hindusthan Ltd • Bookrunners on this deal were CLSA India Ltd and Deutsche Equities India Private Ltd

| BAHRAIN |

• DBS Ltd share placement agreement with MIDAS Holdings for placement of 100 million new shares at S$0.755 each

Firm: Allen & Overy Client: Bookrunners

Firm: S&R Associates Client: Bajaj Hindusthan Ltd

►► Mumtalakat five year Syndicated Ijara Facility Value: US$140m Firm: Hassan Radhi & Associates Client: Bahrain Mumtalakat Holding Company Firm: Linklaters Client: Bahrain Mumtalakat Holding Company Firm: Qays H. Zu'bi Attorneys & Legal Consultants Client: Lead managers Firm: Vinson & Elkins Client: Lead managers • Bahrain-based investment firm Mumtalakat finance Islamic deal of US$140m syndicated Ijara facility • Proceeds used to refinance three Airbus A330 aircrafts of Gulf Air

| JAPAN | ►► ORIX Corporation global offering

Securities Japan, Merrill Lynch Japan Securities, Morgan Stanley, Nikko Citigroup

Firm: Simpson Thacher & Bartlett Client: Joint global coordinators Firm: Nagashima Ohno & Tsunematsu Client: Joint global coordinators Lead lawyer: Hiroyuki Ishizuka

| korea | ►► Oriential Brewery leverage buyout – financing Value: US$850m Firm: Paul Hastings Client: Lead arrangers Lead lawyers: Brett King, Patricia Openshaw

• ORIX Corporation global offering of ¥83.4bn split into SEC-registered international offering and a Japanese domestic offering • Global coordinators were UBS

Firm: Jingtian & Gongcheng Client: Underwriters Firm: Lovells Client: Underwriters Lead lawyer: Jamie Barr Firm: Paul Hastings Jamie Barr Client: BBMG Lovells Lead lawyers: Raymond Li, Sammy Li

Patricia Openshaw

Firm: Paul Hastings Kim & Chang Client: Anheuser-Busch InBev NV/SA Lead lawyer: JK Park

• Largest leveraged buyout in Asia so far this year • Deal involved US$850m senior financing for US$1.8bn leveraged buyout of Oriental Brewery, by private equity firms Kohlberg Kravis Roberts and Affinity Equity Partners • Anheuser-Busch InBev acquired Oriental Brewery, Korea’s second largest brewery, in 1998. It is now being sold following a bidding process won by KKR • Financing involves senior secured credit agreement and floating rate note facility, provided by a consortium of 16 international and Korean banks

| korea | ►► Ericsson – Nortel assets acquisition Value: US$1.13bn Firm: Blake, Cassels & Graydon Client: Ericsson Firm: Paul, Weiss Client: Ericsson Lead lawyer: Jeanette Chan

Hiroyuki Ishizuka Nagashima Ohno & Tsunematsu

►► BBMG global offering Value: US$884.00m

Value: US$891m Firm: Davis Polk & Wardwell Client: ORIX Corporation Lead lawyers: John D Paton, Theodore A Paradise

| china |

• Swedish telco Ericsson won the bid for Nortel CDMA and LTE businesses for US$1.13bn • Bidding process won by Ericsson in bankruptcy auction which went on for more than 12 hours, after Ericsson topped Nokia Siemens Network's bid

Firm: Haiwen & Partners Client: BBMG • First H-share listing on the HKSE and second-largest IPO in Hong Kong so far this year • Chinese SOE BBMG, a supplier of building materials, in US$884m global offering • A Hong Kong public offer and international offering, including Rule 144A/Reg S placement

| india | ►► Sterlite Industries followon ADR offering Value: US$1.5bn Firm: Luthra & Luthra Client: Underwriters Lead lawyer: Madhurima Mukherjee Madhurima

Firm: Latham & Mukherjee Luthra & Luthra Watkins Client: Sterlite Industries Lead Lawyers: Michael Sturrock, Rajiv Gupta Firm: Shearman & Sterling Client: Underwriters Lead lawyer: Matthew Bersani • Indian non-ferrous metals and mining company, Sterlite Industries follow-on ADR offering • Deal is reportedly the largest US equity sale by a non-US company in 2009 • Proceeds to be used for power generation business, capital expenditures, and potential acquisitions Asian Legal Business ISSUE 9.9

NEWS | deals >>

| japan | ►► Sumitomo Trust & Banking Co – Nikko Asset Management acquisition Value: US$1.26bn Firm: Mori Hamada & Matsumoto Client: Sumitomo Trust Bank Lead lawyer: Satoshi Nakamura Firm: Davis Polk & Wardwell Client: Nikko Asset Management Lead lawyer: Theodore Paradise Firm: Paul Weiss Client: Citigroup Lead lawyers: Steven Williams, Tong Yu, Toby Myerson, Firm: Anderson Mori & Hiroshi Mitoma Anderson Mori & Tomotsune Tomotsune Client: Citigroup Lead lawyer: Hiroshi Mitoma • Citigroup sold its controlling interest in Nikko Asset Management to Sumitomo Trust & Banking Co, one of the largest deals in Japan this year • Citigroup has split its core business from non-core units: 'good bank' (Citicorp), 'bad bank' (Citi Holdings)

| oman | ►► Electricity Holding Company of Oman – Dhofar Power acquisition Value: US$40m Firm: Denton Wilde Sapte Client: Electricity Holding Company Lead lawyer: George Sandars Firm: Dewey & LeBouef Client: Dhofar Power Company Lead lawyer: Stephen Jurgenson

►► your month at a glance (Cont) Firm Kim & Chang Latham & Watkins

Deal name

Value (US$m)

Korea

Export-Import Bank of Korea notes due 2015 offer

Korea

Shinhan Bank Rule senior notes due 2012 offer

Hong Kong

Middle Kingdom Alliance Co – Pypo Digital Company acquisition

Indonesia

PT Pertamina US$400m project finance loan

India/US

Sterlite Industries follow-on ADR offering

Deal type

1,500 Equity market 500 Equity market Undisc M&A 400 Debt market 1,500 Equity market

Linklaters

Bahrain

Mumtalakat five year syndicated Ijara facility

Lovells

Japan

EDF Samurai bonds sale

China/Hong Kong

BBMG global offering

Luthra & Luthra

India/US

Sterlite Industries follow-on ADR offering

1,500 Equity market

India

ONGC Petro-additions loan finance

1,500 Project finance

India

GVK qualified institutional placement

150 Finance

Mallesons

Hong Kong

Hong Kong and Shanghai Hotels loan facility

129 Debt market

Melli Darsa

Indonesia/ Australia

PT Indika Energy TBK – PT Petrosea TBK stake acquisition

Mochtar Karuwin Komar

Indonesia/Singapore PT Berlian Laju Tanker fourth rights issue

884 Equity market

The Sumitomo Trust & Banking – Nikko Asset Management acquisition

Nagashima Ohno & Tsunematsu

ORIX Corporation global offering

Japan

140 Islamic finance 1,180 Equity market

Mori Hamada & Matsumoto Japan

83 M&A 59 Equity market 1,260 M&A 891 Equity market

Norton Rose

India/UK/US

Tonula - Green Field Online acquisition

Paul Hastings

Korea

Oriential Brewery leverage buyout financing

China/Hong Kong

BBMG global offering

Paul, Weiss

Japan

The Sumitomo Trust and Banking - Nikko Asset Management acquisition

1,260 M&A

40 M&A

1,130 M&A

850 Finance 884 Equity market

Hong Kong/Canada

Ericsson – Nortel assets acquisition

Qays H. Zu'bi Attorneys & Legal Consultants

Bahrain

Mumtalakat five year syndicated Ijara facility

Rosenberg, Hacohen, Goddard & Ephrat

Hong Kong

Premier Oil Group stake acquisition in Block 12W

140 Islamic finance 72 M&A

S&R Associates

India

Bajaj Hindusthan Ltd share placement

1,500 Finance

Shearman & Sterling

India/US

Sterlite Industries follow-on ADR offering

1,500 Equity market 1,180 Equity market

Shimazaki International

Japan

EDF Samurai bonds sale

Simpson Thacher & Bartlett

Korea

Shinhan Bank Rule senior notes due 2012 offer

Japan

ORIX Corporation global offering

Slaughter and May

Hong Kong

West Island Line construction agreement

Stamford Law Corporation

Singapore

Invista Real Estate – Babcock & Brown Storage Asia Holdings acquisition

500 Equity market 891 Equity market

Tay & Partners

Malaysia

Handal Resources IPO

VILAF

Vietnam

Nissan Vietnam Co joint venture formation

2,000 Construction 21 M&A 3 Equity market

Vinson & Elkins

Bahrain

Mumtalakat five year syndicated Ijara facility

White & Case

China/Hong Kong

SRE Group Guaranteed Senior Notes due 2013 offer

Undisc Corporate 140 Islamic finance Undisc Equity market

Wong Beh & Toh

China

Xingquan International Sports Holdings IPO

18 Equity market

WongPartnership

Singapore

DBS – MIDAS Holdings Ltd share agreement

55 M&A

Yulchon

• Electricity Holding Company of Oman (EHS) acquired controlling stake in Dhofar Power • Deal involved 53.9% equity stake in Dhofar Power, acquired from three vendors from Omani business houses

Jurisdiction

Singapore

South Beach Consortium refinance term loan facility

Singapore

CapitaLand 2% issuance of convertible bonds due 2016

553 Finance 746 Equity market

Korea

Shinhan Bank Rule senior notes due 2012 offer

500 Equity market

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

Please contact

alb@keymedia.com.au

61 2 8437 4700

Corrections# In the feature entitled “ALB’s Leading IP firms: Asia” in the June edition of the magazine (issue 9.6), ALB referred to Vietnam-based lawyer Thomas Truetler as a ‘stand-alone’ lawyer. This was incorrect. Thomas Truetler is a lawyer employed by Tilleke & Gibbins Consultants Ltd. A corrected version of the article can be found at www.legalbusinessonline.com.w In an article entitled “Deal of the month: eBay-Gmarket acquisition” on page 6 of the July edition of the magazine (issue 9.7) Kim & Chang and Bae Kim & Lee were mistakenly omitted from the list of law firms who acted on the deal. A Kim & Chang team led by DS Choi and TH Park acted as Korean counsel for eBay (KTA) UK Ltd. Bae, Kim & Lee acted as Korean counsel for Interpark directors.

In addition, Orrick, Herrington & Sutcliffe’s Mark Lee was incorrectly referred to as the firm’s M&A co-chair. His correct title is Hong Kong partner.

www.legalbusinessonline.com

9

NEWS | analysis >>

Beyond reproach:

FCPA compliance

A

sia, with its seemingly endless supply of natural resources and capital, its wealth of strong conglomerates and relative insulation from the toxic assets that catalysed an economic collapse of catastrophic proportions in the West, is being rightly regarded as one of the brightest stars on an otherwise dark economic horizon.

As investors’ attention is turning (or returning) to Asia, so too is the attention of regulators worldwide, most notably in the United States. Here, both the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) – custodians of arguably the world’s most authoritative corporate compliance statute, the US Foreign Corrupt Practices Act (FCPA) – have bolstered their resources and manpower as a precursor to increasing their investigations of companies who breach the Act. Asia, in particular China, is in their crosshairs.

The sternest test

It’s almost impossible to pick up a daily broadsheet at the moment without seeing a headline splashed across it providing (sometimes entertaining) vignettes about corporate misfeasance.

From bribery and corruption, to the selling and stealing of state secrets and the fleecing of innocent investors, we seem to have heard it all since the onset of the global financial crisis.

One particularly popular story at the moment is the case of Stern Hu, the head of Anglo-Australian mining giant Rio Tinto’s Shanghai operations. Hu, along with four other colleagues, was accused and charged with bribing up to 16 Chinese steel mills to purchase his company’s iron ore, along with stealing state secrets.

To the surprise of many, it is the former charge that may see Hu and Rio Tinto investigated for FCPA violations.

How can a company listed in the United Kingdom and Australia attract 10

the attention of regulators in the US? Quite simply, because Rio Tinto has ADRs that trade on the NYSE (NYSE: RTP), so wide is the FCPA’s purview.

No need for the red, white & blue

“The FCPA doesn’t only apply to US companies or citizens,” said Walter Ricciardi, a New Yorkbased partner with Paul Weiss and former Deputy Director of the SEC’s Division of Enforcement.

“The law generally applies to companies listed in the US, or that have securities registered [there] even if they are incorporated elsewhere.”

Ricciardi said the result is that acts of Walter Ricciardi bribery committed Paul, Weiss by companies and individuals may be subject to the regulations on books and records, internal control, and anti-bribery provisions contained within the FCPA. Actions deemed to be in furtherance of a bribe with a connection in the US may also see companies, both US-based and their worldwide subsidiaries, incur the wrath of the SEC and DOJ. Plenty of instances exist where investigations into possible FCPA breaches have been initiated against companies along these lines. In 2007, Lucent Technologies settled an FCPA enforcement action for US$2.5m, based principally on the conduct of employees based in China.

Recently the reflective division of Avery China, a subsidiary of label maker Avery Denison settled a claim by the US authorities for a similar sum. Since it came into force in 1977,

no less than eight violations of the FCPA in Greater China have been recorded, among the highest of any country. This is not to mention the much higher number of investigations launched and fines and penalties issued against companies that do business in Asia.

It’s worth noting that the number of enforcement actions being initiated under the FCPA has been steadily increasing year-on-year. In 2003, only six investigations were launched – yet in 2007 there were 38 fresh investigations initiated. In the first half of 2009 alone, 19 enforcement actions have gotten underway.

The DOJ’s lead prosecutor, Mark Mendolsohn, said that US regulators are looking to increase the number of investigations rather than scale back over the coming months – especially in Asia, a region he deemed to be among the worst offenders.

Asian Legal Business ISSUE 9.9

NEWS | analysis >>

►► Recorded FCPA violations in Asia for the period 2005-2008* Year

Company^

Location

2005

InVision Tech Inc; GE InVisions Inc

Philippines

2005

InVision Tech Inc; GE InVisions Inc

China

2005

InVision Tech Inc; GE InVisions Inc

Thailand

2005

Monsanto

Indonesia

2005

Diagnostic Products Co (Tianjin)

China

2006

SSI International Far East

Korea

2007

Electronic Data Systems Co

India

2007

Monty Fu

Taiwan

2007

Baker Hughes Services International

Indonesia

2007

SSI International Far East

Korea

2007

SSI International Far East

China

2007

Textron Inc

India

2007

Textron Inc

Indonesia

2007

Textron Inc

Bangladesh

2007

Paradigm BV

Indonesia

2007

York International Co

India

2007

York International Co

China

2007

Lucent Technologies

China

2008

Con-way Inc

Philippines

2008

Westinghouse Air Brake Tech Co

India

2008

AGA Medical Co

China

2008

Faro Technologies

China

Source: SEC *Where companies are listed twice this denotes separate enforcement action against subsidiaries in different jurisdictions. Proceedings brought against individuals are omitted from this table. ^SEC brought proceedings.

Factors and risks

According to the lawyers interviewed by ALB, there are a number of factors which pose heightened FCPA risks for those companies operating in China. There is arguably no country in the world where the lines between business operations and cultural practices are as blurred.

There is no other country where business practices like the giving of gifts, money or favours – no matter how wellintentioned or innocuous – is as common.

This is so much so in China that a failure to offer hong bao to business associates at Chinese New Year or treat clients (whether they are employees of a private company or an SOE) to the occasional meal, show and a night on the town may be considered an affront.

Notwithstanding the important position these practices hold for doing business, engaging in them may actually www.legalbusinessonline.com

mean breaching the FCPA, the partnerin-charge of Jones Day in Beijing, Peter Wang, explained.

“The gift-giving culture in Chinese business is pervasive and well-known. It is getting more attention now, and will [have] Peter Wang more attention in the Jones Day future because of the levels of investment going into and coming out of China” “But gift-giving and the like may actually be in violation of the FCPA, especially if done repeatedly and with intent to obtain or retain business,” he said. Even certain one-time actions may still be deemed in breach, and although more extravagant gifts raise more concerns, “the size of the gift may be irrelevant because no gift is considered too small for the FCPA, if there is an improper purpose.”

Baker & McKenzie’s Hong Kong-based partner and head of Asia Pacific dispute resolution practice, Gary Seib, said that instances in which money changed hands may not be the only things posing increased compliance risks.

“There is a usual clutch of suspects, including the offering of condolence money, travel, entertainment, sightseeing and even golf days.”

But FCPA risks needn’t only arise due to the conscious acts of a company or its employees. They can also arise in connection with the use of third party agents or in the context of M&As or JV agreements – both areas in which Ricciardi’s team regularly advises clients.

“In M&A deals and joint-venture agreements, companies must realise that as much as they are purchasing another company, they are also picking up its problems,” he said. “So if the target company is non-FCPA compliant then that becomes an immediate problem for the purchaser,” Ricciardi said.

A similar liability attaches to payments made to, or the engagement of, thirdparty agents. “With respect to the use of third-party agents such as sales agents, consultants, and others, the FCPA says that a company is legally responsible for their conduct. These risks are another important area to pay attention to.”

These are risks that Jones Day’s Wang noted are increasing, as companies in the region start to feel the pinch of the financial crisis.

“The job of the enforcement agencies probably becomes easier during economic slowdowns as companies and people become more desperate,” he said. “Laidoff staff or workers in companies which have downsized tend to use what they have seen and heard as leverage.”

Other lawyers that ALB interviewed concurred with this trend. These risks are not necessarily unique to doing business in China, however, but are just as common in other jurisdictions.

“While the PRC presents particular challenges due to the gift-giving culture and the prevalence of stateowned and state-controlled enterprises, it is not the only jurisdiction where clients are concerned about FCPA compliance,” said Ricciardi.

“The SEC and DOJ have brought recent cases involving countries in Africa, Asia, the Middle East and elsewhere, indicating that there are numerous places where risks to compliance are prevalent.”

Empirical data supports the view that China isn’t the only hotspot for FCPA violations in Asia. Since 1977, there have been 22 FCPA violations recorded in Asian countries other than China. India, Indonesia and the Philippines are the worst offenders.

Complete compliance

Owing largely to the close relationship between business operations and the cultural practices noted above, Wang said there is still reluctance on the part of some Asia-based clients to strive for wholehearted FCPA compliance.

Yet he does concede that these attitudes are not as common as they used to be. “There are still a number of local managers we encounter who try to resist our advice by saying that everyone else gives gifts or presents,” he said. “This leads to some [managers] trying to fit their conduct into the exceptions to the FCPA rules.”

“But this is not the correct way to run a business, there needs to be compliance with the spirit of the law as well as the law itself.”

On the back of the government’s efforts to curb corruption, attitudes are shifting rapidly – a trend evidenced by the types of matters practice groups in this area are handling.

“Clients are becoming more and more sophisticated in terms of their FCPA compliance,” says Paul Weiss’ Ricciardi.

11

NEWS | analysis >>

“They will often come to us in an effort to proactively address [this], and will want to work with us in designing policies and procedures to enhance their compliance.”

“In some cases [clients] will have already identified potential problems through internal and external audits.”

This increased sophistication notwithstanding, there are clients who still require a fair amount of handholding, says Baker & McKenzie’s Seib.

“Despite improved knowledge about the FCPA in Asia, many clients still come to us with an elementary knowledge of what compliance entails, even where their US parent company already has compliance programs in place,” he said.

Here, lawyers are required to assist clients, according to Seib “from the ground up.”

Jones Day’s Wang highlights the sometimes antiquated business practices of many PRC companies as yet another area where clients are in need of assistance. “There are still some issues regarding how cash is handled in local businesses,” he stated.

“More established companies have older ways of doing things, for example, expenses may be reimbursed using cash and there may be no sound way of keeping track. This increases risks, some which clients aren’t necessarily aware of.”

Awareness of the FCPA compliance risks that are inherent in day-to-day business practices was an area identified by all lawyers who were interviewed by ALB, as perhaps the most important.

While some companies have sought to address this by engaging outside training providers to educate staff on the implications of improper conduct, lawyers have cautioned companies not to rely on these providers as the sole source of FCPA training.

Instead, a ‘practice what you preach’ approach within companies is needed.

“It’s important to create a culture of FCPA compliance within one’s organisation,” says Ricciardi.

“It is not something you can outsource or delegate to an outside provider.”

“Frequent communication from the top of the company about FCPA compliance is vital, as is periodic training of employees on how to comply with the rules – as well as the consequences for non-compliance” ALB 12

Analysis >>

Firm financials: a weighty issue

I

t comes as no surprise that many law firms around the world have seen their coffers shrinking. The proximity – and perhaps reliance – on clients in the banking and finance industries ensured expectations were lowered before financial results were due. Surprises however, did come for some.

The extent to which overseas practices, especially the Asian offices of international firms, accounted for total revenue were highlighted by many firms. A changing of the order also happened in the Magic Circle ranks this year. DLA Piper underwent the most controversial partner defections and restructuring since the crisis began, yet came out on top by total revenue.

So was it a successful business model, strategy or restructuring efforts that helped some firms come out better than others? As ALB found out, some results – and the measurements used to weigh them – may not be as transparent as they seem.

Yearly results

The crisis helped shake up the Magic Circle ranks this year when Clifford Chance, suffering a 37% drop in PEP and 7% drop in revenue, lost its title as the world’s highest-grossing law firm. Linklaters won by revenue and Freshfields by PEP. Last year, Clifford Chance recorded double digit growth: an 11% rise in turnover and 13% rise in PEP. This year, however, it was grappling with banking sector clients with higher exposure to the financial crisis, and a lower number of more lucrative deals. For example, the firm completed 61 M&A deals worldwide, compared to 148 in the same period last year, according to Thomson Reuters figures.

On the other hand, Linklaters – buoyed by its role on the lucrative Lehman Bros bankruptcy case – recorded a turnover of US$2.13bn, up 11%. It worked on 84 M&A deals compared to last year’s 137 but rose three places to

fourth in the global league tables by deal volume. Allen & Overy’s revenues rose 7.7% to US$1.8bn; its PEP, however, dropped 9% and the firm trails behind Clifford Chance in the ranks. Freshfields’ revenue rose by 9% and PEP stayed the same as last year. Out of all the Magic Circle firms, Freshfields saw the lowest drop (20%) in the number of completed M&A deals. The firm actually rose seven places to second place this year.

On face value, it may come as a surprise that DLA Piper took the top gong as the highest grossing law firm by revenue, recording US$2.26 bn. Skadden recorded US$2.2bn*, followed closely by Baker & McKenzie with US$2.11bn.

However, the problem with these metrics is vast. First, there is a difference between US and UK financial years – most US firms reported their figures as at December 2008, compared to UK firms who released theirs in June. When the financial crisis began to make its presence known in a firm’s billings remains to be seen, but on the whole, most US firms were able to capture the market before the crisis hit.

Baker & McKenzie argued that its results were affected by a longer exposure to the crisis in its official fiscal year.

Add this problem to the variable exchange rates seen over the year, and the weakness of the pound over the dollar, and the rankings become a little more complicated.

Freshfields and Allen & Overy cited the weakness of the pound as a significant factor in their results. Ted Burke, chief Asian Legal Business ISSUE 9.9

NEWS | analysis >>

executive officer of Freshfields, said: “It is worth noting … our revenues were enhanced significantly by fluctuations in exchange rates – over 60% of our income is in euros and dollars.”

There’s also the issue as to whether using total revenue is an accurate measure of a firm’s health, since in the end, what really matters is whether end profits rose. In Allen & Overy’s report, profit before tax dropped, from £447m last year to £430m this year.

Most of the firms listed in the table responded to the crisis by undergoing restructuring or redundancy consultations, which may help recoup losses. Allen & Overy’s restructuring program cost £26m with more than 37 partners leaving the firm.

Linklaters did not reveal how many partners left, but 200 lawyers and another 200 staff were cut from its headcount. Clifford Chance reduced staff by 80 lawyers in London, with no indication given of how much it saved.

Eastern focus

The Asian region seemed like a beacon of light for some firms. This year, a substantial amount of revenue came from Asia and Middle East office billings.

More than half of Allen & Overy’s revenues came from outside the UK. Clifford Chance cited these growth markets as some of the highlights of the firm’s performance over the year. For Lovells, the contribution from the firm’s Asia and Middle East practices also grew, bringing in 10% of the firm’s £531m.

“2008 was a year of tremendous growth for the firm across Asia and the Middle East by every measure,” said Lovells managing partner, Crispin Rapinet. “We saw increases in fee-earner numbers across the board, our partner ranks increased and although things tailed off for us and other firms from November, Asia proved resilient.”

The firm said its growth figure in the region for last year was 30%.

DLA Piper recorded £584.9m from the markets in Asia, Europe, Africa and Middle East–a significant number when combined with its Australia and New Zealand offices (DLA Phillips Fox) at A$218m.

UK and US firms, feeling the pinch from clients, are now focusing on ‘lower cost’ jurisdictions where more clients are willing to pay a higher legal bill.

According to Suzanne Rose, global www.legalbusinessonline.com

►► 2009 Financial results for firms active in Asia Movement Firm N/A 7% 3% 5% 2% 6% 9% 7% 5% 9% 27% 4% – 11% N/A 1%

Amarchand & Mangaldas Allen & Overy

08/09 Revenue PEP (US$m) (US$) $63m $1800m $1,600,000

Baker & McKenzie Clifford Chance Dechert DLA Piper Freshfields Fulbright & Jaworski Gibson, Dunn & Crutcher JSM in association with Mayer Brown K&L Gates Latham & Watkins Linklaters Lovells Shin & Kim Skadden

$2110m $992,000 $2040m $1,200,000 $816m $2,000,000 $2260m $1,252,000 $2100m $2,370,000, $694m $856,000 $957m $1,870,000m $1290m $1,100,000 $959m $854,000 $1900m $1,800,000 $2130m $2,100,000* $984m $1,000,000 $76m N/A $2200m $2,000,000

Contribution of Asia offices US$63m 50% sourced from outside the UK 26% N/A N/A £584.9m (fig. includes Europe) N/A N/A N/A N/A N/A N/A 11% 10% (including Middle East) US$76m N/A

*Figures are based on variable exchange rates and fiscal year periods. N/A: no available data.

Source: submissions to ALB 50, published financial results,The American Lawyer

director of operations at Legalbill, it’s a given for firms to focus on more lucrative jurisdictions. “The nature of the legal industry is such that law firms will move to “higher ground” – [either] a practice area, client industry, geographical location, or strategic alliance,” she said.

“They can be paid their standard hourly rate when they can no longer expect clients to pay them at the high-end of their billing rate range. Clients are asking … law firms to provide them [with ]the greatest value at the most reasonable cost and are moving their business accordingly.

“They are looking at alternative resources such as outsourcing for some low-end legal services either directly or through their short-list law firms. Law firms have to adapt by becoming more cost-efficient in their delivery of services – this doesn’t come easy,” she said. “It is easier to find new sources of revenue by expanding into ‘emerging markets’ and grabbing a share of these markets and riding this new wave, of what will be highly profitable work for a time.”

A fine result

At the end of the day, does all the focus on turnover really matter?

That’s the question weighing on the profession worldwide as many believe the health of a law firm is based on how it bills clients. Billing hourly or on a fixed rate and keeping clients loyal all factor more importantly into the

firm’s final financial results. However, Legalbill’s Rose proposes a new type of measurement of firm profitability, dubbed the ‘profit index’ – the ratio of PEP to revenue per lawyer.

Although this is a more accurate measure of a firm’s ability to convert revenue into profit, she said the index does not indicate a firm’s future health, since it is a snapshot of the last 12-36 months of results. Rose also looks to more qualitative measurements.

“The law firm investing in the development of its people and the calibre of its practice – these are indicators of the long-term health and viability of the firm. Lawyers would be wise to invest a portion of their time developing people, building client relationships and improving the quality of their practice – this type of investment renders returns for years to come.

“Partner compensation should be based on financial performance and on the partner’s investment in the future,” she said.

One of the reasons why some firms have remained coy about their figures could well be the reaction of clients. As some general counsel have said, the results give more reason to push for alternative legal billing.

In the next year, focus will be on loyalty – both from the law firm to the client, and whether that client chooses to ride out the storm with the law firm in hand, or take their business elsewhere. ALB 13

NEWS | analysis >>

Analysis >>

Outsourcing law: Q&A with CPA Global’s Eve Johnson In June, the world’s largest mining company, Rio Tinto, signed a deal with legal process outsourcer CPA Global, to send their lower-end legal work to 12 lawyers in India. Many heralded the deal as a strong message to law firms, already facing pressure to cut legal costs and consider alternative business models, for a changing of the order.

In an interview with CPA Global’s publication Legal Strategy Review, Rio Tinto’s managing attorney, Leah Cooper, said the in-house team was dissatisfied with their external advisors’ lack of transparency on fees, so the company decided to take the initiative with this deal.

Cost savings are estimated to amount to a reduction of 3:1 for in-house work and 7:1 for work sent to external law firms.

C

PA Global’s Asia-Pacific senior manager, Eve Johnson, spoke about the deal with Rio, and whether outsourcing is making law firms redundant.

ALB: Can you tell us about the deal with Rio Tinto?

Eve Johnson: The legal model that Rio has developed is a three-way relationship between the in-house legal team, their external counsel and CPA Global. As the outsourced legal services provider, we’ll deliver scalable, costefficient resources to handle services such as contract review and drafting, legal research, and document review.

ALB: What does this mean for the legal industry? Are outsourcers taking over law firms roles?

Eve Johnson: While the amount and nature of the work that goes to external counsel may change, there will clearly always be a place for law firms. When corporations require specialist expert advice, they will continue to consult with their external legal advisers.

As the needs of a large corporation are diverse and change regularly, building that expertise in-house to cover every eventuality is never likely to be feasible.

General counsel will always need to buy in specific expertise from external firms. However, it seems apparent

14

that stricter budget controls are likely to stay – both in the corporates and law firms – so the way the law firm is supported in delivering that advice might change.

The traditional end-to-end handling of all aspects of a large transaction or litigation matter is under threat. In the United States, it is becoming quite common for the lower-end aspects, such as discovery and data-room compilation, to be outsourced to a lower cost vendor.

I think we will see more of this, with the law firm still controlling the matter [and] providing the strategic advice, but working with other parties to deliver the work.

ALB: What do you see happening in the industry over the short and long term?

Eve Johnson: I think it’s interesting to contrast the way law firms and legal departments have reacted to the global financial crisis. With law firms, as revenue growth has slowed we have seen a focus on controlling costs – through redundancies and expense cuts, managing partner expectations for lower drawings and waiting until the economy recovers. So it’s a correction rather than a shift.

Our corporate clients have also experienced a significant shift: they have had their budgets slashed.

We are seeing procurement specialists actively involved in legal [process] sourcing. General counsel sees a move from sourcing ‘value for money’ to having to deliver hard expense-reduction targets. This means they have to do the same amount of work for less, by changing the way their budget is allocated.

Our corporate clients tell us the cost pressures they are under will continue well after the economy recovers. If this is true, then it could take some time for law firms to return to the revenue growth they enjoyed prior to the GFC. Firms may look to other markets in Asia and elsewhere to supplement this growth. The Magic Circle and US firms are already established there, so competition will be tough. We have seen some law firms supporting general counsel by suggesting ways to handle the high-volume, low-risk aspects of the workload to reduce costs.

These firms are working with outsourcing vendors to lower costs [for] discovery and the establishment of data rooms for large transactions. The firms still retain the high-end strategic work and, in doing so, are cementing a relationship with their client.

At legal panel review time, we might see those firms being allocated a higher percentage of the strategic work – which could mean they achieve more growth. ALB Asian Legal Business ISSUE 9.9

Company Profile

Law Alliance

SE Asia and Middle East in-house market update

W

hile the current economic crisis is certainly global in its extent, there is no doubt that some economies have been hit a great deal harder than others.

Most commentators agree that, until now, the consequences of the downturn have been significantly more severe in the West (particularly in the US, the UK and Europe) than they have been here in Asia.

That is not to seek to belittle the scale and extent of the challenges that have been faced by businesses in this part of the world.

However, to a large extent the problems are secondary in nature – repercussions from fundamental failings in the West’s financial system – rather than a result of serious flaws in local institutions.

Accordingly, the challenge is to deal with those repercussions rather than to rescue and restructure major financial institutions, as has happened in the West. As a result, we are seeing a degree of confidence returning relatively quickly to the market, notably in Singapore. In the Middle East, while Dubai has been hit hard, the region generally has fared significantly better.

From an in-house legal recruitment perspective, the market in South East Asia has improved considerably since March, notably in the areas of telecoms, IT and construction.

Companies are interviewing again, although they are typically not rushing to make decisions. Further, they are taking advantage of what is perceived to be a “buyer’s market”, by demanding only candidates who have quality, directly-relevant experience.

In Singapore, employers are generally focusing upon candidates who are already settled, rather than sourcing candidates from overseas. Regionally, India has coped well with the global downturn and this has undoubtedly aided business in Singapore, particularly in the professional sectors. On the other hand, political problems in Bangkok have compounded an already difficult economic situation. Recruitment levels have been low.

With respect to salaries, there is somewhat of a dichotomy occurring. Senior counsel

www.legalbusinessonline.com

who have big salary packages are obviously unwilling to move for less than they are currently earning, while others who are out of work are willing to accept as little as 50% of what they were previously being paid.

Generally, there has been downward pressure on salaries, which on average have reduced by perhaps 10-15%. For obvious reasons, the earning potential in most financial services roles has reduced enormously, at least for the time being.

Some candidates are taking roles on the basis of bonuses they may earn in the coming years, rather than on the basis of what they can expect in the immediate future.

Looking forward, few individuals seem to believe that the current improvement in the market marks the end of the economic downturn. Most feel that there will be more challenges ahead before we reach a full and lasting recovery. As a result, some candidates remain wary about moving jobs in the current environment, fearing becoming victim to the “last in, first out” policy.

Over in the Middle East, a combination of the very hot summer months and the rapidly approaching Ramadam festival signals a quiet part of the year for businesses generally. With the notable exception of Dubai, the majority of the region has proved quite resilient in the face of the global economic crisis. Abu Dhabi is continuing to grow, in spite of the challenging conditions, with a number of high profile energy and real estate projects.

With huge LNG reserves and vast wealth, Qatar plans to make Doha into a financial centre, which will inevitably lead to significant opportunities for lawyers. Saudi Arabia has also continued to tick along quite nicely, avoiding redundancies and offering some attractive expatriate packages.

However, while there haven’t been many redundancies, companies are cautious about recruiting new staff. While interest in the country has grown in recent times among foreign candidates, there is a clear preference for lawyers with Arabic language skills.

Within the other Gulf Cooperation Council States, Bahrain, Oman and Kuwait,

Conor Greene

the banking sector is quiet; thus there is somewhat of a work shortage. However, telecoms work is on the increase, fuelling demand for lawyers with relevant experience.

There has been little change in salary levels in Saudi Arabia and Qatar. While salaries remain good in Abu Dhabi, there has undoubtedly been a shift away from excessive expat packages. Downward pressure has applied on salaries elsewhere, notably in Dubai, where much of the market will quickly have to adjust to a new reality – in terms of remuneration levels.

Save for Dubai, most of the Middle East is riding the current economic storm without too much difficulty. Various practice areas are busy, which means that recruitment levels are steady. However, recruitment is unlikely to increase significantly until such time as a global economic recovery is well underway.

Conor Greene, managing director, Law Alliance Tel: (852) 2521 0306 Fax: (852) 2521 0380 Email: conorgreene@law-alliance.com

15

NEWS >>

India >>

Indian firms dominate

uk report Addleshaws consultancy branches out Addleshaw Goddard recently launched a management consultancy in a move to offer strategic advice in a consolidating market. The consultancy will operate as a new practice group within the firm, instead of a stand-alone business.

Members of the firm’s professional practices and LLP will join the consultancy, led by the chairman, Mark Jones. The practice will aim to cater to professional businesses (including law firms) that are considering mergers, equity restructurings or new strategic directions.

Clifford Chance restructures As part of the firm’s global reorganisation, Clifford Chance is following in the footsteps of the banking industry, having recently initiated a strategy to market its business to clients on a sector basis.

The bank industry model to be used includes 13 industry-focused groups that sit across practice areas, allowing partners to select sectors to specialise in while remaining in their current practice groups.

Sectors include financial services, retail, aviation, automotive and oil & gas., and sector partners will meet regularly to help develop business in that area.

Taylor Wessing welcomes change A five-partner committee from Taylor Wessing will



examine the option of external investment, made possible by regulatory changes to the Alternative Business Structures rules in the United Kingdom’s Legal Services Act, which is due to come into operation in 2011.

As one of the few large firms openly receptive to outside investment, the group will look at other opportunities that could arise from evolving legal markets, including alternative fee structures, procurement and efficiency measures.

The ‘change group’, set up by new managing partner Tim Eyles, also includes financial institutions head Tim Stocks, finance partner Peter Shepherd, IP and contentious partner Niri Shanmuganathan, and real estate partner Adam Marks.

Freshfields has new global corporate head London corporate partner Ed Braham recently took over from incumbent Andreas Fabritius, as global practice group leader for the corporate group at Freshfields Bruckhaus Deringer.

Braham is a private equity specialist who also co-heads the firm’s global infrastructure and transport sector group. He has been appointed for a three-year term. Braham was chosen over Germany, Central and Eastern Europe corporate chief Marius Berenbrok, and London corporate head Mark Rawlinson, for the role.

ROUNDUP • Clifford Chance announced 17 partner promotions worldwide, 50% less than 2008’s 35 appointments. The majority of promotions occurred in the firm’s overseas offices, with just three London associates elevated • Taylor Wessing appointed 17 to partnership, with the bulk of promotions taking place in the France and Germany offices – three each in Paris, Munich and the UK, and four in Hamburg • The London barristers’ chambers One Essex Court will have the highest-paid pupils at the bar, following a boost for the October 2010 intake to £60,000. This is up 33% on the £45,000 this year’s intake will receive • Lovells is reportedly ready to set up in Saudi Arabia in a bid to expand its Middle East presence past Dubai, with Dubai-based counsel Imran Mufti and associate Mustafa Kamal working on the launch • Squire Sanders & Dempsey recently boosted its German practice by securing a three-lawyer team from Faegre & Benson in Frankfurt, including corporate partner Karl Walter, banking partner Manfred Baumbach, and special counsel Louis Wakatsuki • Withers followed in the footsteps of top firms Freshfields Bruckhaus Deringer, Slaughter and May and Herbert Smith, announcing a tie-up with BPP Law School. The city firm will send its trainees to the school to study the Graduate Diploma in Law and the Legal Practice Course (LPC) • Spanish firm Garrigues recently voted in new co-managing partners Fernando Vives and Ricardo Gomez, who will take charge from 1 September 2009. They replace co-managing partners Miguel Gordillo and Jose Maria Alonso, who have held the position since 2000

16

I

ndian law firms Luthra & Luthra, Indian Law Services and DSK Legal have topped the legal advisory leader board for project finance deals closed in the first half of 2009, according to the latest statistics released by Dealogic.

Luthra & Luthra came out on top as legal adviser to global project finance deals in this period, for its role on six deals totaling US$6.3bn giving it a market share of 6.3%. Indian Law Services acted on 14 deals worth just over US$6bn, according to Dealogic, with an even market share of 6%.

On Global PFI/PPP deals Luthra closed three deals equalling close to US$3bn, making its market share just over 10%. DSK Legal followed second with a market share of 6.7%. This means that Indian law firms have a 28.2% market share of all PFI/PPP deals, and an 18.1% share of global project finance deals.

The firm’s strong showing is ostensibly due to a purple patch for Indian project finance. In this period, the subcontinent saw 36 projects close with a value of US$31.9bn – an increase of 158% on the same period last year. India’s increased activity means that Asia was the only region to exhibit an increase in project finance volumes, by 6%.

North America (-37%), the Middle East and Africa (-68%) and Western Europe (-41%) all fell dramatically.

However, the worst performer in this period was Eastern Europe where volumes fell by 85%.

Asian Legal Business ISSUE 9.9

NEWS >>

project finance league table for 1H2009 ►► Indian deals closed (1H09) Project name

Value (US$m)

Sector

IOC Paradip refinery

5,545

Sasan Ultra Mega Power project Vodafone Essar Seven Circles GSM Network rollout Dahej Ethylene Cracker Plant

3,836 3,307 2,587

Oil refinery/ LNG and LPG plants Power Telecom Petrochemicals

►► Legal Advisors of Global PFI/PPP Deals Rank

Firm

1 2 3 4 5 6 7 8 9 10

Luthra & Luthra DSK Legal India Law Services Clifford Chance MV Kini & Co Ashurst Vieira de Almeida & Associados Allen & Overy Freshfields DLA Piper

Value (US$m) 2,958 1,918 1,845 1,588 1,376 1,309 1,114 1,040 950 796

Deals

% Share

1H2008

3 1 7 5 4 10 6 7 3 6

10.3 6.7 6.4 5.5 4.8 4.6 3.9 3.6 3.3 2.8

N/A N/A 13 1 N/A 39 17 2 14 11

►► Legal Advisors of Global Project finance deals Rank

Firm

1 2 3 4 5

Luthra & Luthra India Law Services Amarchand & Mangaldas White & Case Souza Cescon Avedissian Barrieu e Flesch Clifford Chance Garrigues Abogados y Asesores DLA Piper Motta Fernandes Rocha Advogados Latham & Watkins

6 7 8 9 10

Value (US$m)

Deals

% Share

1H2008

6,285 6,044 5,842 3,871 3,721

6 14 7 8 3

6.3 6.0 6.4 3.9 3.7

24 40 13 2 N/A

3,414 2,966 2,932 2,846

12 21 10 1

3.4 3.0 2.9 2.8

1 12 19 N/A

2,778 11

2.8

18 Source: Dealogic

www.legalbusinessonline.com

news in brief >> Maples and calder outlines growth strategy Competition between offshore firms is heating up – both Appleby and Conyers Dill & Pearman have recently opened Mauritius offices in an effort to boost their stake in key Asian economies.

Maples and Calder, however, said it will be adopting a different strategy. “Our view is that control of quality and consistency of product is very important, and if you don’t have enough resources, that’s a very difficult thing to maintain,” stated the Hong Kong managing partner, Christine Chang.

“Our [strategy] is based on listening to our clients and understanding market needs. Until such time that we feel we’ve gathered enough client impetus, we won’t be considering additional jurisdictions.”

Chang added that “there is always a danger that if you expand into too many different jurisdictions or you open too many overseas offices offering the same jurisdictions, you spread yourself too thin.” minter ellison eyes beijing presence Minter Ellison is investigating the possibility of opening a Beijing office, chief executive partner John Weber has revealed. “Beijing is a priority for us, and we’re currently looking at opening a small office there that will help us grow workflows from that market.” Weber said beyond Beijing, the firm was “cautious” about opening further offices offshore.

The preferred method was to service new markets by flying in teams or by utilising long-standing relationships with intermediaries and other law firms. Minters has offices in Hong Kong, Shanghai and London and also has a presence in Auckland and Wellington through Minter Ellison Rudd Watts. bahrain to open dispute resolution centre Bahrain is launching its own dispute resolution centre this year, as part of broader aims to establish a modern legal system in the Kingdom. The Bahrain Chamber for Dispute Resolution (BCDR) will open as soon as October 2009, after an operating agreement was signed on 17 August between Bahrain’s Ministry of Justice and the American Arbitration Association (AAA).

The centre’s role has been enacted in local legislation and seeks to capture the market for domestic and international alternative dispute resolutions. The Minister of Justice and Islamic Affairs, Shaikh Khalid bin Ali Al Khalifa, said that the centre will bring in international law firms and multinational corporations.

17

NEWS >>

Hong Kong >>

us report Freshfields names new managing partner Freshfields Bruckhaus Deringer recently named New York-based corporate partner Julian Pritchard as the firm’s next regional managing partner.

He will replace structured finance partner Brian Rance, who has been in the role for three years.

Feder to take the lead at Paul Hastings Global real estate head partner, Phil Feder, recently replaced Mark Eagan as head of the London office at Paul Hastings Janofsky & Walker.

The London and European network is a core focus for the US firm. Feder recently moved to London from the Los Angeles office to bolster senior management in the city.



Bingham acquires McKee Nelson Bingham McCutchen recently completed its acquisition of McKee Nelson, adding approximately 120 lawyers to Bingham’s Washington D.C, and New York offices. This takes the number of lawyers worldwide at the combined firm to over 1,100.

The merger with McKee Nelson allows Bingham McCutchen access to McKee’s three core practice areas: tax matters, corporate/finance and business litigation.

The acquisition of the smaller practice is the latest in a series of takeovers by the US firm following the appointment of Jay Zimmerman as chairman in 1994.

Bingham’s last big acquisition was Swidler Berlin in 2006, which was a merger adding 170 lawyers to the firm’s Washington office.

ROUNDUP • Canadian firm Blake Cassels is expanding its Middle East reach. The firm recently agreed to a ¬formal alliance with local Saudi Arabian legal practice Saudi Al-Amari in Al-Khobar, and will also launch an office in Bahrain. Led by Dan Fournier, a partner in the firm’s energy and finance practice, the practice will focus on energy, infrastructure, corporate, banking and technology law. Both offices will open their doors in autumn this year • US firm Arnold & Porter recently poached Shearman & Sterling’s Brussels managing partner, Annette Schild and fellow partner Silvio Cappellari, leaving Shearman without a single full-time partner in the Belgian capital • Norton Rose is on the hunt for a US merger partner, following its June tie-up with Australian firm Deacons. The firm has long sought a presence in the US. It has now widened its search beyond the confines of New York and is reportedly compiling a list of approximately 20 firms for potential merger targets • Dechert recently bolstered its New York office numbers with the hire of two new partners from Clifford Chance’s (CC’s) office in the city. Finance partners Stuart Strauss and Richard Horowitz will join Dechert’s financial services group • Cleary Gottlieb Steen & Hamilton has landed a lead role on the billion-dollar takeover of Guaranty Financial Group, a Texas-based bank currently verging on the edge of bankruptcy. Cleary will advise financial services company BBVA Compass on the acquisition • Geoffrey White, senior partner of the global asset finance practice at Clifford Chance, will shortly relocate from the firm’s London office to New York. This will further strengthen the firm’s booming asset finance practice in the States.

18

King & Wood completes merger with Arculli Fong & Ng A

fter a three-year association in Hong Kong, King & Wood’s merger with Arculli Fong & Ng will see the first PRC firm permitted to practice Hong Kong law.

In 2006 King & Wood opened its Hong Kong office and established an association with local firm Arculli Fong & Ng. Now, the mainland powerhouse has finally announced the completion of the integration plans.

As a result of the merger, all 13 partners and 45 legal professionals at Arculli Fong & Ng will be fully integrated into King & Wood, and a number of corporate, securities and finance partners from the firm’s Beijing and Shanghai offices will become Hong Kong residents.

The merger allows King & Wood to be the first PRC firm to offer dual capability (in Hong Kong/PRC law). It is expected to pave the way for other PRC firms to follow in its footsteps, with the most likely contenders being Jun He Law Offices and Duan & Duan, both of which have been associated with a Hong Kong firm for at least 12 months.

India >>

Indian firms’ non

Asian Legal Business ISSUE 9.9

NEWS >>

China >>

Firms form first China-Singapore joint venture to target India

S

ingapore’s Central Chambers and China’s largest firm by headcount, Dacheng, have formed a joint venture designed to capture clients who are expanding to India and China. The firm, named Dacheng Central Chambers, is based within Central Chambers’ Singapore office and currently has 14 lawyers and seven partners qualified to advise on Singapore, China, India and Thailand laws.

This is the first China-Singapore JV firm, and one of the few Chinese firms with Indian lawyers. “What we’re trying to do is basically capitalise on the shift in focus to this part of the world from the US and Europe, especially to the Indian market through the trade relations with the ASEAN and China,” said managing partner, Aloysius Wee. “Our strategy right now is to support Indian businesses in China. We’re looking at an outflow of Chinese businesses into southeast Asia and this activity has picked up in the last two or three years.”

The two firms had been working together as strategic partners since 2004 with the idea for the

joint venture coming in 2007. “It’s taken a good two years to get the documentation and partner meetings in place,” said Wee. In June the Singapore partners met in Nanjing to discuss the firm’s business model, which will operate as “an overseas model” with six partners to contribute equal capital. A development plan for the firm was also realised.

“This model – in which the firm would have a direct equity participation rather than in a strategic alliance basis – would be the first for Dacheng outside of China and serve as a model for subsequent offices,” Wee explained.

However, he did not feel that Dacheng would venture further into southeast Asia by opening new offices, rather it would take a cautious approach through associations with local firms. “We’re definitely looking at southeast Asia, but we are waiting for the political situations in Thailand and Malaysia to stabilise.”

“Before we venture and set up anywhere we’ll have some kind of link or association with a local firm to see the work is sustainable, but right now we’re doing that out of our Singapore office and working with our associate firms.”

paying clients delay lawyer salaries I ndian firm FoxMandal Little has not paid a number of its Delhi-based lawyers their salaries due to late payment from some overseas clients.

The firm said that it was forced to delay payments into July as around 70% of its clients had not paid bills.

A source said they were looking at different financing options, as unlike in other jurisdictions Indian firms can’t rely on banks for funding.

www.legalbusinessonline.com

news in brief >> Two found murdered at FoxMandal Little’s Bangalore office An office assistant and security guard were found stabbed to death in the Bangalore office of Indian firm FoxMandal Little on 26 July. The bodies of 27year old office assistant Shubankar Das and 34-year old security guard Dasharath were discovered in one of Fox Mandal’s four buildings in Primrose Street.

Foxmandel’s Bangalore partner NL Mitra said that lawyers at the firm received news of the murders in the early morning. “We were informed at around 9am and then we went there,” he said. “None of us know the background to the story, we don’t know of any suspects. Nothing was broken or stolen ... we have no idea; we’re actually in the dark.”

Canadian firm ventures into Gulf Canadian firm Blake, Cassels & Graydon has made its way to the Middle East market by forging an association with a Saudi Arabian firm and opening an office in Bahrain. The firm’s association with lawyer Saud Al-Ammari in Al-Khobar, Saudi Arabia, will allow it to establish a presence in the Kingdom and an office in Bahrain. Al Ammari – who is licensed to practise in both countries and is a member of the Washington, D.C bar – will be the firm’s Middle East managing partner.

Blake’s double venture in the Gulf is part of a broader strategy which is also looking towards the Indian market. Despite reports earlier this year that Canadian firms did not need to open offices in the Gulf due to low deal flow, the firm’s chair, Brock Gibson, said there was an “increasing flow of business activities within the Gulf Cooperation Council, and between Canada and the GCC.”

legal Firms mourn ex-colleague lost in Jakarta bombings International firms Deacons and Minter Ellison and Indonesian firm Makarim & Taira S are mourning the loss of their former colleague Garth McEvoy, who was one of the casualties of the Jakarta hotel bombings on 17 July.

McEvoy was among the nine victims confirmed dead in the attacks at the JW Marriott and Ritz-Carlton hotels in Jakarta. The 54-year-old former lawyer was attending a breakfast meeting at the Marriot as a commercial manager at construction firm Thiess, a position he had held for only six months.

“It’s a common occurrence – a lot of companies in India also face this problem,” said the source. “The difference is we’re being transparent about it. A lot of firms have cut back and some have asked people to leave but we didn’t.”

“We have a lot of work, it’s just that the bill has been raised and clients haven’t paid. By August it should be cleared up,” the source added.

19

NEWS >>

Update >>

Korea >>

International Tax

‘We will beat all foreign

Hong Kong used by US tax evaders?

A

A

United States crackdown on wealthy Americans accused of hiding their money overseas to avoid paying taxes at home has spread to Hong Kong.

Court documents in the US detail how Swiss banking giant UBS helped clients set up enterprises in Hong Kong to hide money, the Wall Street Journal reported.

John McCarthy, a UBS client in California, agreed to plead guilty to one count of failing to file an annual report to the US Treasury Department, the financial daily said. A document filed with the plea showed he directed the transfer of more than $1m to a Swiss UBS account, held in the name of a Hong Kong entity named COGS Enterprises Ltd. The case follows that of Jeffrey Chernick, from New York, who pleaded guilty in July to filing a false US tax return. He also used a Hong Kong corporation.

About 50,000 US passport holders live and work in Hong Kong and many own Hong Kong and China based businesses.

Another Hong Kong-based case has also been widely reported, of a now-elderly (in his seventies) US passport holder who received about US$7m in commissions in his UBS account over a 20 year period . He is apparently facing the loss of the total account value to taxation penalties and interest and a three year prison sentence.

Hong Kong has come under fire in the past for not sharing tax information with other jurisdictions.

Amendments to the Hong Kong Inland Revenue Ordinance, which would align it with international standards on exchange of tax information, was submitted to the Hong Kong Legislative Council for consideration last month.

However, most information used by the US Internal Revenue Service (IRS) is obtained through the qualified intermediary (QI) program from the international financial institutions themselves; not through the exchange of information provisions in double tax treaties.

By Debbie Annells, managing director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong

20

►► Korea Rank

Firm

Legal staff

Managing partner(s)

Lawyers

Partners

Offices

1 2 3

Kim & Chang* Lee & Ko Yoon Yang Kim Shin & Yu Bae, Kim & Lee Shin & Kim Yulchon Jisung Horizon YP Lee, Mock & Partners Barun Law

430 312 282

Young Moo Kim Yong Suk Yoon Dong-Geul Byun

310 211 204

120 101 78

1 2 3

242 215 167 130 113

Y S Oh Doo-Sik Kim Woo Chang Rok multiple multiple

169 155 125 85 85

73 60 42 45 25

3 2 2 5 1

113

Dong Gun Kim, Hoon Kang multiple

76

37

1

65

46

2

4 5 6 7 8 9 10

Hwang Mok Park

111

*approximately

Qatar >>

White & Case breaks

W

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 the purposes of anti-money laundering legislation.

s Korea creeps ever-closer to legal market liberalisation, the nation’s domestic law firms are readying themselves for the entry of foreign law firms, by declaring they will continue to dominate the legal arena.

A partner at Lee & Ko, Korea’s third largest firm by headcount with 312 lawyers, Kim Byoung Jai, said that his firm is prepared for the entry of foreign law firms and will not be troubled by their presence in Korea.

“No matter who will come, we are ready to beat them all,” Kim told The Korea Times. “We have prepared for the expected upheaval for years so that we will face no trouble – even if foreign law firms make inroads into the local market in the near future.’’

While Kim substantiates his claims by pointing out that

Debbie Annells

hite & Case has become the ninth international law firm to enter Qatar after opening an office in Doha, citing improving economic conditions and deal flow in the region as its reasons behind the move.

The office – which received approval on 9 July from the Qatar Financial Centre Authority (QFCA) and is located in the Al Fardan Office Tower – will supplement White & Case’s two other regional offices in Abu Dhabi and Riyadh.

The firm is looking to build up critical mass on the ground by transferring lawyers from its other offices. Among those staff to be transferred is London-based corporate partner Andrew Macklin, who will head up the new office.

The move comes as Qatar is luring more interest from legal industries abroad, keen on finding new growth markets. In June 2009, the UK Law Society’s international division led a trade mission to Doha to secure its legal industry potential Asian Legal Business ISSUE 9.9

NEWS >>

Update >>

firms,’ local lawyers say it is his firm and others that are of like size (Kim & Chang; Bae, Kim & Lee; Shin & Kim; Hwawoo and Yulchon) who are leading the market, when it comes to handling bigticket corporate transactions for international and Korean clients. He concedes that M&A will become one of the most competitive areas in a liberalised legal sector.

“So far, foreign law firms have been favoured when nonKorean investors holding the right to choose a legal advisory partner invest in the domestic market,” Kim said. “But it’s only a matter of time for them to realise that Korean law firms are equally competitive – or even better – than their current partners.”

Korea’s unique corporate and business cultures were other factors cited by Kim as reasons why domestic law firms would continue to dominate the arena in an open legal services market.

“Korea has unique practices in managing employees and dealing with business-labour affairs, which are hard for nonKorean lawyers to understand in a short time,” Kim said. “Our tax system is also notoriously complicated. All of these [factors] will encourage investors eyeing Korea as a new destination to choose local law firms as their advisory partners.”

Or perhaps an international law firm with Korean partners in their ranks. But Kim says even if this is the case, firms who are unable to match their international counterparts in certain areas face the very real prospect of being subsumed via merger – or worse, face extinction. The areas he said are important to maintain include corporate management, banking, financing and securities, litigation, and international arbitration and IP. “I believe only those competitive in the four segments [listed above] as a whole will survive in the future,’’ Kim said. ``Unsuccessful firms will either be degenerated into boutique law firms or merged by a competitor.’’

into Qatar market market share. The QFCA is also designed to rival Dubai’s equivalent, the Dubai International Financial Centre, to promote an inflow of investment.

Intellectual Property Court Clarifies Meaning of “Connection”

I

n the recent decision of Mobil Petroleum Company Inc and Hyundai Mobis [2009] SGCA 38, the Singapore Court of Appeal (SGCA) had occasion to consider how sec 8(3) of the Trade Marks Act (1999 Rev Ed) (TMA 1999) is to be construed.

This case originated from a trade mark opposition commenced at the Registry of Trade Marks by the appellant, to oppose the registration of the respondent’s “MOBIS” trade mark.

The Principal Assistant Registrar (PAR) found that the appellant’s “MOBIL” mark was well known. This finding was not challenged by the respondent, however, the PAR concluded that no confusion was caused by the two marks.

One of the issues before the SGCA was the appropriate standard to be applied in order to establish a “connection” between the later trade mark sought to be registered, and the earlier well-known trade mark under sec 8(3)(ii) of the TMA 1999.

In coming to its decision, the SGCA re-examined Amanresorts Limited and Novelty Pte Ltd [2008] 2 SLR 32 (Amanresorts). The Singapore High Court (“SGHC”) appeared to equate the requirement of “connection” under sec 55 of the Trade Marks Act (2005 Rev Ed) (TMA 2005) with the element of misrepresentation – constituting the tort of passing off.

By so equating, the SGHC held that the term “connection” under sec 55 of the TMA 2005 required an element of confusion. Interestingly the SGCA held that the term “connection” under sec 8(3)(ii) of the TMA 1999, unlike sec 55 of the TMA 2005, did not require an element of confusion, since the element was already encapsulated under sec 8(3)(iii) of the TMA 1999.

Reading sec 8(3)(ii) of the TMA 1999 to encapsulate a requirement of confusion, when it is already expressly required under sec 8(3)(iii), would lead to duplicity between the two sections. Accordingly, the term “connection” under sec 8(3)(ii) of the TMA 1999 does not mean the same as under sec 55 of the TMA 2005.

The SGCA also agreed that the limbs of sec 8(3)(i) to (iv) are to be dealt with serially, in that order.

Although the TMA 1999 has since been amended, this decision is still relevant. Section 8(3)(ii) of the TMA 1999 has been retained under sec 8(3)(ii) of the TMA 2005, in relation to oppositions to application for registration of a trade mark made before 1 July 2004.

Arthur Yap ATMD Bird & Bird LLP IP & Technology Group DID 6428 9803 Fax 6223 8762 Arthur.yap@twobirds.com

www.legalbusinessonline.com

Arthur Yap

21

NEWS >>

news in brief >> Rise of the mid-tiers forces big firms to cut their fees Mid-tier firms have enjoyed a surge in business with in-house legal departments across the board looking to reduce costs. Now some larger rivals have started to fight back with a reduction in fees.

According to media reports, Clayton Utz and Blake Dawson have both reduced rates to their most valuable clients. Allens Arthur Robinson has offered selected clients a risk/reward billing model whereby the firm is either paid a premium or does not recover its costs, depending on whether projects are successful.

However, Allens partner and client services committee chairman Paul Nicols told The Australian newspaper he was sceptical about claims that mid-size firms were taking business from the majors, saying that clients were happy to pay the standard rate as long as they were getting value.

Trowers and Charles administer troubled Bahraini banks Trowers & Hamlins and Charles Russell have picked up major contracts as the administrators of two controversial Bahraini banks.

The two firms were appointed by the Central Bank of Bahrain as administrators of Awal Bank and The International Banking Corp, who are both linked to Saudi Arabian conglomerates Saad Group and Ahmad Hamad Al Gosaibi and Brothers, respectively.

They have also been in the news recently after struggling to repay debts.

While no specific details were released, the CBB said the two law firms were appointed after it found that the banks had more liabilities than assets.

Some industry analysts have considered the appointment of the law firms unusual. However, the CBB said in two separate statements that it is fit, given the number of potential legal issues involved. “The appointment of a law firm to lead the administration is both appropriate and cost-effective given the number of legal cases to which [the banks are] already a party or likely to be a party.”

India >>

AZB denies merger influenced by Indian market liberalisation I

ndia’s third-largest law firm by headcount, AZB & Partners, has acquired Bangalore boutique firm Anup Shah, in a move designed to increase its presence in south India. Despite predictions that liberalising the legal market would see relatively smaller firms compete with stronger-resourced foreign firms, AZB partner Abhijit Joshi said the merger would have occurred regardless.

“Frankly this is not a move which is influenced by any changes in the industry, this is to demonstrate how we view Bangalore as an important base and we’ll continue to augment and grow there. This is pretty much a quality-driven move and not influenced by what’s happening, or by the market conditions,” said Joshi.

The acquisition will raise the firm’s headcount by 18 lawyers and add two new offices for AZB, in Hyderabad and Chennai. Real estate lawyer Anup Shah will come on board as AZB’s nineteenth equity partner and become managing partner of its Bangalore office.

“We already have a sizeable presence in Bangalore and with this merger we think that we’ll be one of the largest Pan-India law firms,” said Joshi. “We have already acquired two firms … so this acquisition is not something we are new to, its part of our overall strategy and something we would have done otherwise.”

AZB & Partners was established in 2000 through the merger between Ajay Bahl & Co and CZB & Partners.

Marks & Clerk launches in Malaysia IP specialist firm Marks & Clerk has opened an office in Malaysia. The office will be headed by Gerald Samuel, who comes on board from boutique firm Miranda & Samuel. He said Asia is a key IP market.

“With around 6,000 patents filed on average each year within Malaysia – the vast majority of which originate from foreign-based entities – the area is emerging as an important and vibrant market requiring intellectual property protection.”

The firm merged with the Lloyd Wise group in 2007, doubling its number of Asian offices.

Last year it formed an association with local Hong Kong IP law firm, Anthony Evans & Co. Marks & Clerk currently has five offices in Asia: Malaysia, Singapore, Hong Kong, Beijing and Shanghai.

22

Asian Legal Business ISSUE 9.9

NEWS >>

Dubai >>

World’s first Shariah-law compliant firm declared U

nited Arab Emirates-based law firm Agha & Shamshi is the first firm in compliance with Islamic law, a move which the firm’s founding partner, Oliver Agha, said is motivated by principle and philosophy.

“The vision is to create a firm that lives true to the principles of Islamic finance, which means having an ethically based law firm that ensures it is practicing law.

Also, not engaging in activities that are impermissible under the shariah,” the firm’s founding partner stated in a radio interview with talk show FM station, Dubai Eye. But just how does a firm operate in compliance with shariah principles? Agha said that Agha & Shamshi abstains from investing the funds at its disposal in conventional instruments.

More significantly, the firm turns away clients and legal work that does not comply with Islamic principles, like those in the casino or interest-lending businesses. “We have had to turn work away,” Agha said. “We have had to say ‘no’ to conventional finance work. Large banks asked us to represent them on conventional transactions, which in my past life would have been fantastic.”

“We have had to say ‘no’ to dispute resolution matters that entailed pursuing a debt with interest. So these are the sort of things that we have had to decline ... because we’re sticking to our principles.” Yet he said that even with having to turn away work as a result of its shariah-compliance policy, there is still more than enough on offer.

“We believe that in this region there ought to be enough business to allow a small firm like ours to get by,” he said.

“Let’s not forget that a huge amount of law has nothing to do with interest-bearing debt. You have projects, construction and EPC contracts, energy projects, and project finance done through Islamic financing. There is a lot that we can keep busy with and we will be able to do that.”

Agha also made headlines late last year, after walking away from a top position as DLA Piper’s head of Islamic Finance. In January, he opened his own firm and formed an alliance with the US firm Pillsbury, citing the “right cultural and strategic fit” between the two businesses. At the time, Agha had intended to develop his firm “based on ethical Islamic principles.”

But this is not the only legal business to have signalled interest in structuring itself along Shariah-law lines. In late July 2009, UK firm Norton Rose highlighted the importance of Islamic finance to its long-term Gulf strategy, and strongly implied that a similar model may be on the cards.

“The spread of Islamic finance and principles in international business is set to continue,” said Middle East international managing partner and head of finance, Campbell Steedman.

“An understanding of Islamic culture and the development of shariah-compliant products throughout all our practice areas will be an essential part of both our development and the development of the market, in the years ahead.”

www.legalbusinessonline.com

Update >>

Financial You’ve insured your car, but have you protected your family?

I

t’s a disturbing fact that in financial terms, many people consider their possessions to be worth more than their families! People nearly always insure their possessions, such as their car and jewellery because they are expensive to replace. However, how much would it cost to replace your income if you lost that?

If you were to die or fall ill, the income maintaining your dependants’ standard of living could stop almost overnight. How would your family manage the housing costs, such as rent or mortgage? Who would pay for your children’s school fees? Too many people ignore the financial consequences of the death or illness of family members, because they believe “it won’t happen to us” or “we’ll manage somehow”.

It makes sense to have insurance to cover these eventualities.

The types of cover on offer in the marketplace are:

Term Life assurance

This is the cheapest form of cover, where premiums are paid, and cover lasts, for a chosen term – hence the expression “term life assurance”. This is generally used to cover a specific liability such as a loan, for example.

Whole of Life assurance

As the name implies, this form of cover lasts for life, and is generally used for family protection.

Critical Illness (Trauma) assurance

Unlike traditional life assurance, which only pays out upon death, critical illness cover provides a lump sum to the living policyholder if he or she is diagnosed with a critical illness.

In an average year in the UK, for example:

• 300,000 people will have a heart attack • 175,000 of them will survive for at least five years • 240,000 people will be diagnosed with cancer • Of these people, 35% of males and 46% of females will survive for at least five years At a time when stress levels should be kept to an absolute minimum, it is critical to know that financial security is guaranteed. The lump sum could be used to purchase specialist medical care, to make essential adaptations to the home, or simply to pay for a recuperative holiday.

Income Protection insurance

Income Protection insurance is designed to provide financial support when you need it most. It provides replacement income if you are incapacitated and unable to work as a result of illness.

Did you know that, statistically, you are seven times more likely to suffer long-term sickness or disability than you are to die before the age of 65? Also, the odds of you being off work for three or more years due to serious illness are three times greater than the odds of you dying before you retire.

I know you’re busy, but don’t put it off any longer – protect your family!

David R Bojan Managing Director Horwath Financial Services Ltd. Tel: +(852) 2511 8337 Fax: +(852) 2802 7613 Email: drb@hfs.com.hk Website: www.hfs.com.hk

David R Bojan

23

NEWS | appointments >>

appointments

Maples and Calder

►► LATERAL HIRES Name

Leaving

Going to

Practice

Location

Akihito Nakamachi

Kirkland & Ellis

Anderson Mori & Tomotsune

intellectual property

Tokyo

Steven Sieker

N/A

Baker & McKenzie

tax

Hong Kong

Vincent Sum

Linklaters

Lovells

finance

Hong Kong

Winnie Ng

Baker & McKenzie

Minter Ellison

employment

Hong Kong

Sushma Jobanputra

Barclays Capital

Jones Day

structured finance

Singapore

Michael Doyle

N/A

Azmi & Associates

corporate

Kuala Lumpur

Geoffrey Grice

State Solicitor’s office of WA

Freehills

projects

Singapore

Philip Punwar

Al Tamimi & Company

Fullbright & Jaworski

dispute resolution

Dubai

Zhuo (Arthur) Chen

Fried Frank

Yingli Green Energy

in-house

Baoding

Raja Bose

Watson, Farley & Williams

K&L Gates

international arbitration

Singapore

Cheah Soo Chuan

Lee Hishammuddin Allen & Gledhill

Tay & Partners

dispute resolution

Kuala Lumpur

Firm

From

To

Maples and Calder

Mark Western

Cayman Islands

Hong Kong

Maples and Calder

Stacey Overholt

London

Hong Kong

Lovells

Stephanie Keen

London

Singapore

Fullbright & Jaworski

Jonathan Sutcliffe

London

Dubai

Fullbright & Jaworski

Shea Haass

Dallas

Dubai

Linklaters

Edward Smith

London

Hong Kong

►► Promotions

24

Kirkland & Ellis

AndersonMori&Tomotsune

Kirkland partner jumps to Anderson Mori Japanese Big Four firm Anderson Mori & Tomotsune has hired corporate partner Akihito Nakamachi, formerly of Kirkland & Ellis, for the firm’s intellectual property team. Nakamachi, who Akihito Nakamachi is admitted to practice in Japan, New York and California, specialises in a wide range of cross-border corporate and IP/technology transactions, as well as M&A, private equity/venture capital, joint ventures, strategic alliance, licensing, development, distribution and marketing.

This appointment brings the number of partners to 67 and with 263 lawyers, it is the fourth-largest domestic law firm in the country by headcount.

►► relocations Partner

Maples shifts two partners to Hong Kong Offshore firm Maples and Calder has moved two finance partners to Hong Kong to meet an expected increase in the number of deals in Asia’s capital markets.

Mark Western and Stacey Overholt have been moved from the Cayman Islands and London Mark Western offices, respectively, to lead the firm’s Hong Kong banking and finance practice. Western will focus on aircraft and asset finance, while Overholt will specialise in capital markets and structured finance matters.

“From our experience during Stacey Overholt the past two or three months things are definitely looking up,” said Hong Kong managing partner, Christine Chang.

“For that reason we believe we need more firepower in place so that when things get back to full blast we will be more than prepared.”

Name

Firm

Promotion

Practice

Location

Mun Yeow

Allens Arthur Robinson

partner

insurance

Hong Kong

Matthias Feldmann

Clifford Chance

partner

corporate

Hong Kong

Matthew Truman

Clifford Chance

partner

finance

Hong Kong

Donna Wacker

Clifford Chance

partner

litigation, dispute resolution

Hong Kong

Terence Foo

Clifford Chance

partner

corporate

Beijing

Yang Tiecheng

Clifford Chance

Partner

finance

Beijing

Bennett Jones

Baker & McKenzie

Baker’s tax appointments come after layoffs Baker & McKenzie has secured the services of tax partner Steven Sieker for its Hong Kong office, only one week after announcing it will trim its Greater China office staff by 11%.

Sieker is a past member of the Hong Kong Inland Revenue Board of Review and a part-time lecturer in tax and revenue law at The University of Hong Kong and CityU. This will be his second stint at Bakers. An associate in the tax group between 1998-2004 and partner from 2004-07, he left for his native country Canada to take up partnership at Bennett Jones.

Bakers also earmarked several new partners across the region. Joseph Deng, Barbara Li and Scott Palmer were elevated to the partnership on the Asian Legal Business ISSUE 9.9

NEWS | appointments >>

mainland, while Eugene Lim and Jennifer Van Dale were promoted in Hong Kong.

defect from an in-house role to private practice this year. Further, seven of the nine transfers have come from either investment or consumer banks.

Lovells

Lovells builds finance practice Lovells has appointed former Linklaters counsel Vincent Sum to its finance practice, citing an upturn in structured products and derivatives activity across the region. Sum comes on board as a consultant in Vincent Sum the Hong Kong office, where he will service local and international finance clients across Hong Kong, China and Tokyo.

The firm’s head of banking in Hong Kong, Gary Hamp, said that while clients have seen improved sentiment in the market, the appointment is not a knee-jerk response. “We’re not trying to be reactive to a short term need; rather we’re trying to put in place a very broad and solid foundation so that we’re there for the long term,” Hamp said. “Clients have been telling us that it’s been a difficult market but that sentiment is definitely improving. I think the view is that markets are on the way up, but it’s a long road.”

Baker & McKenzie

Minter Ellison

Minters PRC employment team snares Ng After losing its head of PRC employment, Pattie Walsh, to DLA Piper and its foreign counsel, Zhou Lihui, to JSM Mayer Brown, Minter Ellison is bouncing back quickly with a new lateral hire.

The firm has announced the appointment of Winnie Ng as a consultant, to head its PRC employment practice based in Hong Kong. Ng formerly worked with Baker & McKenzie as an employment lawyer, commencing her new role on 27 July 2009.

“With increasing [numbers of] investors entering the markets, there are more companies, particularly multinationals, seeking assistance for complying with Chinese labour and contract laws,” said partner and chairman of Minter Ellison’s Hong Kong office, Fred Kinmoth. “Given this trend, we see the need for a talented employment lawyer with a strong understanding of the PRC and Hong Kong employment landscape” Barclays Capital

Jones Day

Barclays swapped for Jones Day Singapore In what appears an increasingly common trend, another lawyer from an investment bank has traded life in-house for private practice.

Sushma Jobanputra is leaving a position as head of the structured finance team at Barclays Capital, to take up partnership with Jones Day in Singapore in its Banking & Finance practice. This move Sushma Jobanputra makes her the ninth lawyer to www.legalbusinessonline.com

Azmi & Associates

Azmi launches ‘practical’ international law service Malaysian law firm Azmi & Associates has established an international law practice with the appointment of United States-qualified lawyer Michael Doyle, to better service its clients on their cross-border investments.

Doyle’s appointment will enable the firm to service US and EU investors on business projects in southeast Asia. As an advisor in the firm’s new practice development and international law division, he will assist in developing ‘best-practice’ for Azmi lawyers with foreign clients. Doyle will also keep his position as a partner of Thai firm Seri Manop & Doyle.

He is also a noted author, publishing Doyle’s Practical Guide to Business Law in Thailand.

Freehills

S’pore Government

Singapore beckons former state solicitor Freehills has appointed Geoffrey Grice as a partner in its Singapore office. Grice joins the firm from the State Solicitor’s office of Western Australia, where he was deputy state solicitor. The widely-travelled Grice has more than 20 years experience in the projects and energy sectors, holding prior positions at US firms White & Case and Latham & Watkins.

Grice was also director of business development and legal affairs for Cable & Wireless, where he worked on Japan’s first-ever hostile takeover.

Freehill’s chief executive officer and managing partner, Gavin Bell, noted it was rare for the firm to appoint a lateral hire at this level, but said the potential for growth in Grice’s areas of expertise was too good to pass up. “We see a lot of opportunities through the Asian market,” said Bell.

“This includes advising on major cross-boarder transactions into and out of Australia, but also major Asian infrastructure and mining projects.”

Clifford Chance

CC restructures partnership and promotes five After losing its spot as the United Kingdom’s largest law firm by revenue to Linklaters, and finalising its partnership restructuring plan, Clifford Chance has moved on with the election of 17 lawyers to its partnership. The new partners are located across various firms in the global network, including five in the Greater China region.

New China-focused partners include Matthias Feldmann, Matthew Truman and Donna Wacker in Hong Kong, Terence Foo and Yang Tiecheng in Beijing. Feldmann and Foo are members of the corporate practice group, Truman and Yang focus on finance practice, and Wacker is in the litigation and dispute resolution group.

The firm’s other 12 promotions are outside Asia, including three in London, two in the US and one in Dubai. The firms’ global partnership numbers will rise to 587 after the new appointments.

K&L Gates

K&L Gates launches Singapore arbitration practice US law firm K&L Gates has appointed Raja Bose to head its international arbitration practice in Asia.

Bose’s appointment will establish a new arbitration practice for K&L Gate’s Singapore office, launched in March this year. It will also build up the Asian arbitration team, which has only two other lawyers based in Hong Kong and Beijing.

Bose was poached from Watson Farley & Williams’ Singapore office, where he spent 10 years working on legal matters affecting cross-border litigation and arbitration, serving the oil and gas industries in construction disputes.

“The opportunity to introduce my clients to the firm’s global platform and to work with existing clients … as well as the other talented lawyers in the firm’s international arbitration practice, is very exciting,” Bose said.

The appointment comes as the nation-state captures more international arbitration cases, in its goal to gain the title as Asia’s arbitration hub.

“Law firms in Singapore have reported a steady growth in international arbitration over the years and they have responded by increasing the number of lawyers handling arbitration work from Singapore,” said Singapore’s Minister for Law and Second Minister for Home Affairs, K Shanmugam.

Tay & Partners

Tay & Partners recruits disputes lawyer looking for more Malaysian firm Tay & Partners has poached dispute resolution lawyer Cheah Soo Chuan to become a partner in its Kuala Lumpur office. Cheah specialises in corporate and banking litigation and advises on insolvency and liquidation matters.

Cheah comes to the firm from Lee Hishammuddin Allen & Gledhill’s litigation practice. Tay & Partners’ managing partner, Tay Beng Chai, said it was a timely appointment given the flood of litigation work the firm was experiencing.

“Over the past year, we’ve seen an increase in contentious cases and our dispute resolution work has multiplied,” Tay said. “We’re seeing an exciting period in the growth of our dispute resolution department and capability.”

This appointment now raises the firms’ number of partners to 13, and Tay & Partners said it will continue to boost its staff numbers.

“Our dispute resolution practice has grown from strength to strength over recent years and with the addition of Soo Chuan, it could spell the beginning of more strategic hires to come”, said Leonard Yeoh, the firm’s head of litigation and employment.

25

News | deals update >>

mergermarket M&A deals update

26

Asian Legal Business ISSUE 9.9

News | deals update >>

www.legalbusinessonline.com

27

News | regional update >>

Regional updates

CHINA

28

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

Watergate Opened to Foreign Investments in Private Equity Fund Management in Pudong On June 10, 2009, the Pudong New Area Government of Shanghai issued the Trial Measures on the Establishment of Foreign-Invested Private Equity Management Enterprises (the “Trial Measures”). Following a series of policies encouraging private equity developments in Shanghai formulated by the municipal government since 2008, for the first time, foreign direct investments in private equity management companies (“PE Mgmt Cos”) in Pudong seems to be permitted.

Though the Trial Measures were only effective for approximately two months, several PE Mgmt Cos have already been established, with more international private equity funds seeking an opportunity to enter into the PRC market.

Before the issuance of the Trial Measures, the only available form for foreign investments in fund management entities was through the establishment of a foreigninvested venture capital management enterprise (“FIVCMIE”) pursuant to the 2003 Administrative Provisions on Foreign-Invested Venture Capital Enterprises (“FIVCIE Rules”). While establishment of a PE Mgmt Co requires a higher threshold (at least US$2 million registered capital), it has some advantages over FIVCMIE. First, a FIVCMIE requires three management personnel with at least three years professional experience, but a PE Mgmt Co only requires two such personnel with at least two years of experience.

Second, while the funds managed by a FIVCMIE can only be invested into the high-tech area according to the FIVCIE Rules, the investments of the funds managed by a PE Mgmt Co are

not subject to this restriction. Finally, a PE Mgmt Co can enjoy all the subsidies provided by the Pudong Government to the domestic private equity fund and fund management entities.

However, the Trial Measures expire on June 30, 2010. We understand the Trial Measures were introduced as a trial run for the regulations that will be promulgated by the State Council on the establishment of private equity funds and fund management entities (the “PE Rules”). According to the National Development and Reform Commission, the draft PE Rules have been submitted to the State Council for final review.

Therefore, serious questions have been raised by the potential foreign investors in the PRC fund management: Will the PE Mgmt Cos registered under the Trial Measures survive June 30, 2010? How would the PE Mgmt Cos be adapted to the PE Rules which will come into effect in the near future?

Written by Jeanette Chan, partner Sue Yang, China law consultant Paul, Weiss, Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Office Tower A No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 PRC Email: jchan@paulweiss.com Ph: (8610) 5828-6300 or (852) 2846-0300

Asian Legal Business ISSUE 9.9

News | regional update >>

Philippines

The Revised Code of Coporate Governance The lack of corporate governance mechanisms in Asian countries highlighted the weaknesses of the institutions in their economies. Today, the coming of another financial crisis has revealed severe shortcomings despite attempts to develop corporate governance. Thus, the Philippines saw the necessity to revise its 7- year old Code of Corporate Governance which took effect on July 15, 2009.

In addition to the prior requirements, the code applies only to registered corporations and branches or subsidiaries of foreign companies operating in the country that have assets over P50 million and at least 200 stockholders who each own at least 100 shares. The common denominator of the covered companies is they solicit investments from the public. The code includes compulsory and recommendatory guidelines for the protection of the interests of the stockholders and other investors.

Unlike before when a compliance officer has the responsibility of “enforcing” corporate governance rules, the code now makes the board primarily responsible for that task. The importance of having independent directors in the board was underscored because of the requirement to have at least two independent directors or such number of independent directors that constitute 20 percent of the board membership, whichever is lesser but in no case less than two.

The code has changed the status of the chair from ceremonial to meaningful. He has the responsibility of seeing to it that board meetings are held in accordance with the by-laws or on times that he may deem necessary.

The code recommends that the two www.legalbusinessonline.com

positions be separated when the chair also wears the CEO hat.

The code encourages providing additional qualifications for the director’s election and likewise urges the board to adopt guidelines on the number of directorships that its members can hold. It “should take into consideration the capacity of a director to diligently and efficiently perform his duties and responsibilities.”

However, the most notable revision dwells on the diminished rights of the company “stakeholders.” The revision effected may be taken to mean that the duties and functions of the board, as well as their fiduciary obligations, now pertain solely to company and its stockholders, a complete abandonment of the stakeholders theory.

While good corporate governance is critical, it is important to realize that it goes hand in hand with public governance reform. Only an integrated approach will ensure a balanced contribution to development. After all, like one economist said, “it is not possible to create and run an island of good corporate governance in a sea of poor or underdeveloped public governance.”

Written by Ryan D. Co, Associate Lawyer Sycip Salazar Hernandez and Gatmaitan SSHG Law Centre, 105 Paseo de Roxas Makati City, Manila, Philippines Tel: +63-2-817-98-11 loc. 361 Fax: +63-2-817-38-96 E-mail: sshg@syciplaw.com, syciplaw@globenet.com.ph Website: www.syciplaw.com

SINGAPORE

Dual listings pact to strengthen capital markets in Singapore and Norway On July 8, 2009, Singapore Exchange Limited (“SGX”) and the Oslo Børs ASA (“Oslo Børs”) inked their co-operation with the signing of Memorandum of Understanding (“MOU”) to facilitate the process of secondary listing of companies on each other’s exchange.

This MOU marks the first formal cooperation between the two exchanges.

It also represents the first dual listing cooperation with a sector focus between Singapore and Norway.

The proposed co-operation aims to promote the secondary listing of companies listed on each other’s exchange. SGX and Oslo Børs will institute a framework to enable and facilitate dual listings through mutually agreed listing rules and processes. In addition, both exchanges will set up a process for settlement and clearing of shares traded of these dual listed companies. The co-operation will begin with companies in the energy, offshore and shipping sectors which are key sectors common to both exchanges.

SGX chief executive officer Hsieh Fu Hua noted that there are 47 of these companies listed on SGX and 89 such companies listed on Oslo Børs, making a total of 136 companies with a combined market capitalisation of $185 billion. As such companies expand their business activities to Norway or Singapore, the dual listing framework will allow them to diversify their shareholder base, build their profile and provide an additional fund raising venue. For a start, companies seeking dual listing should have a listing track record of three years and a market capitalisation of at least $200 million.

An example of a Singapore company

29

News | regional update >>

listed on Oslo’s mainboard is EOC Limited (“EOC”), as one the leading owner and operator of floating production, storage and offloading, and offshore construction services contractor based in Asia. EOC is an associate company of Ezra Holding Limited, which is currently listed in SGX Mainboard.

Another area of co-operation is joint marketing and promotion. Both exchanges plan to commence a series of marketing seminars to profile the sectors in both regions in the coming months.

SGX and Oslo Børs will enhance the co-operation framework by exploring opportunities in introducing new sectors, providing regulatory updates, monitoring and governance matters.

The MOU will enhance the attractiveness of the two exchanges as destinations for listings by shipping, offshore and energy companies, as well as those in other sectors. This will in turn reinforce the standing of Singapore and Norway as international maritime and financial centres. This collaboration will also boost Singapore’s efforts to position itself as a leading shipping and maritime hub in Asia.

This co-operation complements SGX’s Asian gateway strategy. Companies from Asia and Europe in the energy, offshore and shipping sectors will be better profiled and benefit from the larger investor pool. Investors on both bourses will also have a greater selection of investment choices.

Written by Mr Nicholas Chang and Ms Kitty Lo

By Mr Nicholas Chang Corporate Finance Executive, Ph: (65) 6322-2236 | Fax: (65) 6534-0833 E-mail: nicholaschang@loopartners.com.sg Ms Kitty Lo Senior Corporate Finance Executive Ph: (65) 6322-2231 | Fax: (65) 6534-0833 E-mail: kittylo@loopartners.com.sg Loo & Partners LLP 88 Amoy Street, Level Three Singapore 069907

INDonesia

Full disclosure in capital market post registration phase In the after registration phase, obligation of full disclosure consists of two types as follows: a. Periodic disclosure Periodic disclosure is an obligation to conduct full disclosure, especially in financial matter, periodically to BAPEPAM-LK within 6 months or more. Periodic disclosure as such shall consist of (i) yearly report and (ii) 6 months report. Those reports shall consist of following information: • Balance sheet • Profit and Loss report • Profit balance report • Cash flow report • Note on financial report • Other reports necessary b. Episodic disclosure On the other hand, episodic disclosure is an obligation to report event or occurrences which may affect the decision of investor to conduct investment. This type of report shall be made to BAPEPAMLK and to the public within 2 (two) working days subsequent to the events among other as follows (i) merger, consolidation, share purchases or the establishment of joint venture; (ii) the division of shares or the distribution of dividend; (iii) income and extraordinary dividend; (iv) conclusion or loss of important contracts; (v) product or essential invention; (vi) essential modification on the management; (vii) notification regarding the repurchase or payment of debts etc.

b. fine; c. limitation of business activity; d. suspension of business activity; e. cancellation of business license; f. cancellation of approval; g. cancellation of registration.

Or in the event of delayed / late submission, a fine in the amount of Rp. 100.000,- (one hundred thousand Rupiah) per each delayed day and maximum in the amount of Rp. 100.000.000, - (one hundred million Rupiah) will be imposed.

Conclusion The obligation to conduct full disclosure is very important in the mechanism of capital market. Besides marketing the company concerned, it also intends to protect public interest towards dishonest and unfair practices in stock exchanges.

Dishonest and unfair practices in stock exchange may affect the atmosphere of investment and thus affect a State’s financial stability. Consequently, this obligation is continuous and shall be maintained periodically by public company.

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

Sanction Failure to comply with these reporting obligations may lead to administrative sanctions. These sanctions are: a. written warning;

30

Asian Legal Business ISSUE 9.9

Selected Attending Law Firms  Jun He Law Offices  De Heng Law Firm  King & Wood  Dacheng Law Firm  Gao Tong Law Firm  King & Capital Law Firm  Duan & Duan Law Firm  Guang Da Law Firm  Guan Tao Law Firm  Deacons (Hong Kong)  Finnegan, Henderson, F arabow, Garrett & Dunner LLP  G&D Law Firm  Beijing Tianchi Law Firm  Liu, Shen&Associates  An, Tian, Zhang&Partners  HHP Attorneys-At-Law  Anli Partners  Shang Quan Law Firm  Jin Tai Law Firm  Llinks Law Offices  Beijing Zhenghao Law Firm  Join & High Law Firm  Lifang & Partners  Beijing Sino Pro. Law Firm  Juntai Law Firm  Beijing Yi Jia Law Firm  Zhong Lun Wen De Law Firm  Run Ming Law Firm  Beijing Yingdao Law Firm  Tianji Law Firm  Beijing Hanwei Law Firm  Sino-Promise Law Firm  Hongfan Guangzhu Law Firm  Rouse & Co International

November, 18-19, 2009, Yuyang Hotel, Beijing China

www.legalitasia.com China's Most Premier Legal Technology Event EMINENT SPEAKER PANEL Janet Day, Legal IT Director, Berwin Leighton Paisner

Cai Peng， Partner, ZhongLun W&D Law Firm

Xu Jiali, Founding Partner, Longan Law Firm

Zhang Tao, Partner, Junhe Law Firm

Cai Xue'en, Partner, Dewell & Partners

Coleen Yang, Asia Co-Head of Global Technology Solutions, Shearman & Sterling LLP

Li Decheng, Senior Partner, JT&N Law Firm

Zhao Xiaohai, Director, Peking University Legal Information Center

Cheng ShouTai, Managing Partner, Tahota Law Firm

David Turley, Asia IT Director, Clifford Chance LLP

Jiang Jiang, Senoir Parter, Hylands Law Firm

Ma Kewei， Partner, GuanTao Law Firm

Our Sponsor

Organized by

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Green Link Group

Supported by

Peking University Legal Information Center

Official Endorser

Feature | Asia’s Leading M&A firms >>

As M&A deal flows slowly – but surely – pick up and megatransactions that defined the years past start to re-enter the pipeline, Asia’s in-house lawyers and business leaders tell ALB what they are looking for from their external counsel, in this important and expanding multi-billion-dollar practice area ►► Legal advisors to Asian M&A 1H09 (excluding Japan & Australia): by volume Rank

Firm

1

Kim & Chang

2

Freshfields

3

Baker & McKenzie

4

Herbert Smith

5

Jones Day

Value (US$m) 7,165

Deal Count

Y/E 2008 rank

19

2

13,860

17

10

5,680

15

1

5,738

13

17

1,370

12

12

6

Linklaters

16,418

11

4

7

Clifford Chance

12,811

11

7

8

Desai & Dewanji

2,452

10

3

9

Lee & Ko

1,443

10

13

10

DLA Piper

5,884

9

19

Source: Mergermarket

►► Legal advisors to Greater China M&A 1H09: by volume Rank

Firm

Value (US$m)

Deal Count

Y/E 2008 rank

1 2

Freshfields

13,629

13

2

Baker & McKenzie

4,873

12

1

3 4

Linklaters

16,331

9

4

Herbert Smith

4,243

9

9

5

Haiwen & Partners

4,578

8

23

Source: Mergermarket

32

I

t seemed like only yesterday that it was near-impossible for one to talk about mergers and acquisitions work, without using adjectives such as ‘depressed,’ or ‘deflated,’ to describe the transactional landscape in the region.

Countless market analysts noted that global deal flows over the past 12 months have been at their lowest ebb for some time, with little prospect of business returning to ‘normal’ levels for the legal market any time soon.

However, even in the midst of this global turmoil, Asian M&A proved resilient. While there were no bigticket deals being struck, transactional activity emanating out of China, Korea, Japan and India – to name just four jurisdictions – was at levels sufficient to give even the most pessimistic of market analysts some cause for hope.

This is hope that now seems justified, given the events over the past few months as an indication. Since Q2009, M&A deals have again begun to flow relatively freely in the marketplace.

Companies that were spurred on by, inter alia, more favourable conditions on global equity markets and improving confidence in the markets and economies, are now more willing to look at strategic acquisitions, both domestically and abroad. The same companies are also more willing to increase their market shares.

Banks seem to be more willing to provide finance. Ambitious capital raisings and activity on debt markets have left many of Asia’s largest conglomerates with the ability – and the hunger – to go after targets and deals which had been shelved since the onset of the financial crisis.

Those business transactions and deals are now re-entering the pipeline.

And while India, China and countless jurisdictions in southeast Asia are Asian Legal Business ISSUE 9.9

Feature | Asia’s Leading M&A firms >>

Amy Lo Firm: Clifford Chance Location: Hong Kong • Has experience in corporate finance, securities, and M&A transactions in Hong Kong, PRC and throughout Asia • Lead partner on China Oilfield services US$2.5bn acquisition of Awilco, the US$4bn sale of Wing Lung Bank to China Merchants Bank and, more recently, China Construction Bank’s acquisition of AIG’s consumer credit business in Hong Kong

►► HEADLINE TRANSACTION LEADERS: The best firms on Asia’s mega-deals • Clifford Chance • Freshfields • Linklaters

• Paul, Weiss • Skadden • Sullivan & Cromwell

►► LOCAL LEADERS: THE ASIAN TIGERS + JAPAN: The best local counsel on mega-M&A

Andrew Tortoishell Firm: Herbert Smith Location: Hong Kong • Is the frm’s Greater China managing partner with experience across all areas of corporate law • Lead partner on IBM’s US$1.25bn sales of personal computer division to Lenovo and acted for Essar regarding the proposed acquisition Hutchison Whampoa’s majority interest in Hutchison Essar

Celia Lam Firm: Linklaters

Hong Kong

Singapore

• Deacons • Woo • Kwan, Lee & Lo

• Allen & Gledhilll • Rodyk & Davidson

Japan • Mori Hamada & Matsumoto • Nagashima Ohno & Tsunematsu

Location: Hong Kong • Joint managing partner of the firm’s Greater China practice • Lead partner on China Netcom’s US$23.8bn merger with China Unicom and China Telecom’s US$15.8bn acquisition of China Unicom’s CDMA business

Taiwan • Lee and Li • LCS & Partners

Korea

E Sreesanthan

• Bae Kim & Lee • Kim & Chang • Lee & Ko

Firm: Kadir Andri & Partners Location: Malaysia

►► EMERGING MARKET LEADERS China

Malaysia

• Commerce & Finance • Jun He • King & Wood

• Kadir Andri & Partners

India • Amarchand & Mangaldas • AZB & Partners • Luthra & Luthra

Indonesia • Soewito Suhardiman Eddymurthy Kardono www.legalbusinessonline.com

Philippines • Romulo Mabanta

Thailand • Baker & McKenzie

• Practices across a wide range of corporate and advisory work including M&A, privatisations and corporate exercises • Lead partner on Bumiputra Commerce Holding’s takeover of Southern Bank Berhad and the US$10 billion merger of Sime Darby, Guthrie and Golden Hope Group of Companies under Synergy Drive Berhad

Harumichi Uchida Firm: Mori Hamada & Matsumoto Location: Japan • Practices across a wide range of corporate work including M&A and litigation and dispute resolution • Lead partner on DB FRB USD JPY5bn notes program due 2013

Vietnam • VILAF Hong Duc

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Feature | Asia’s Leading M&A firms >>

Jack Huang Firm: Jones Day Location: Taiwan • Partner-in-charge of the firm’s Taipei office, his practice spans M&A, capital markets, international investments, private equity and venture capital • Lead partner on the US$1.1bn Jjoint venture between Micron Technology and Nanya Technology and on the US$600m acquisition of ING’s Taiwan insurance unit by Fubon Bank

Jeanette Chan Firm: Paul Weiss Location: Hong Kong • Practices across a range of corporate areas including M&A, private equity and venture capital and noted as a TMT expert • Lead partner on Microsoft’s equity investment in India’s Tata Consultancy Services, Weight Watcher’s JV with Danone and Motorola’s acquisition of Zhejiang Dahua Digital Technology

Jon Christianson Firm: Skadden Location: China • Practice includes M&A as well as investment and financing transactions • Acted for China’s state investment company on its US$3bn pre-IPO acquisition of an interest in the Blackstone Group and China CITIC Bank in its US$629m sale of a 5% stake to Banco Bilbao Vizcaya Argentaria

Jonathan Zhou Firm: Fangda Partners Location: China • Noted for his private equity, venture capital and capital markets expertise • Was the lead lawyer on Blackstone Group’s US$600m investment in China Bluestar Corporation and also for the underwriters in PingAn Life Insurance’s US$1.5bn acquisition of Shenzhen Development Bank

Kyung Taek Jung Firm: Kim & Chang Location: Korea • Chair of the firm’s M&A and Corporate practice group and Antitrust and Competition practice Group • Heads a team that worked on Anhueser Bucsh InBev US$1.8bn sale of its stake in Oriental Brewery and eBay’s acquisition of Korea’s Gmarket

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noteworthy for their impressive outbound volumes, one shouldn’t think that this coalescence of factors heralds a return to the deal flows seen during 2007, or even early 2008 proportions.

However, it’s not as far-off reaching those levels as one would think either.

A joint study published by Thomson Reuters and JPMorgan notes that this half of 2009 will become the bellwether for merger and acquisition levels for 2010. The report says this is when the real action will take place.

More favourable conditions and increased dealflow notwithstanding, new challenges now confront M&A practitioners across the region. In addition to ensuring that run-of-themill concerns are adequately addressed (document control is one example), issues such as anti-trust and competition also loom large on the horizon.

Regulators across the region are seeking to exert more control over the levels of international investment into and out of their respective countries.

Consequently, if closing M&A deals in the midst of economic crisis was tough, then closing them in a rebounding market is set to be just as arduous for practitioners, if not more so.

Beyond document control

It should come as no surprise to learn that in the midst of economic crisis, what in-house lawyers demand of their external counsel has changed.

Where the ‘hot’ markets of 2006

and 2007 witnessed parties jumping on transactions for fear of losing out on a big deal to a competitor, a much more deliberative approach is now required.

Regardless of whether the markets return to normality over the coming months in 2009, this is an approach that looks set to stay. More extensive due diligence, sounder document control, watertight MAC and force majuere clauses will all become features of closing deals.

There will also be more focus on deal structuring and regulatory analysis.

These will become more entrenched features of closing deals in the future, according to our survey respondents.

A return to the basics is a good thing, although in-house lawyers do realize that this may have a number of unintended consequences.

“Back-to-basics in dealmaking is good news, I feel,” says the corporate counsel at a China-based manufacturing company. “We realize that things like extending the lead time on deals, as well as fiddling with structuring and performing more due diligence are probably going to exert upward pressure on legal costs.”

“But to be honest, I don’t mind investing the money at the start of a deal rather at the end of a joint venture or acquisition gone bad.” Other survey respondents also agree with these sentiments, saying that, in addition, the innovative deal structures and novel methods to approaching deals – so often hatched during lean periods

►► Legal advisors to Japanese M&A 1H09: by volume Rank

Firm

1

Nishimura & Asahi

Value (US$m)

Deal Count

Y/E 2008 rank

13,566

32

2

2 3

Mori Hamada & Matsumoto

5,631

23

1

Anderson Mori & Tomotsune

1,152

15

27

4

Nagashima, Ohno & Tsumematsu

5

TMI Associates

11,007

14

3

3,905

14

18

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Feature | Asia’s Leading M&A firms >>

Liu Gang Firm: Commerce & Finance Location: China

– should serve as blueprints for similar deals in the future.

The general counsel at an international investment bank explains. “When we go to someone on a deal we expect them to tap the relevant resources in their firm. If it turns out that another lawyer has worked on a similar deal, aspects of

which – or research regarding [the deal] – can be applied to the current deal, then they should follow this lead. We don’t pay them to reinvent the deal.”

Performing legal work for a client that was not asked for is a classic example of the type of behavior that in-house lawyers don’t want to see

►► Legal advisors to Korean M&A 1H09: by volume Rank

Firm

1

Kim & Chang

2

Lee & Ko

3

Bae Kim & Lee

4

Yulchon

5

Shin & Kim

1,346

www.legalbusinessonline.com

Value (US$m)

Deal Count

Y/E 2008 rank

7,133

18

1

1,443

10

2

4,541

5

4

2,306

5

5

3

3

• One of the founders of the firm, Liu’s areas of practice include foreign investment, corporate finance, securities and international trade • Acted for Unicom with its disposal of CDMA business and assets to China Telecom, and on the merger with China Netcom

Lucien Wong Firm: Allen & Gledhill Location: Singapore • Managing partner who practices across the spectrum of corporate and banking and finance work • Team acted on Tuas Power’s S$4.25bn share sale to China Huaneng and Lion Power Holding’s acquisition of Senoko from Temasek for S$3.65bn

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Feature | Asia’s Leading M&A firms >>

Mohit Saraf Firm: Luthra & Luthra Location: India • Practice spans across all areas of corporate law including M&A, acquisition finance and corporate • Lead lawyer on Deccan Airway’s US$220m M&A of Kingfisher Airlines and Sistema’s US$627m acquisition of Shyam Telelink

Nick Norris Firm: Skadden Location: Hong Kong • Co-head of the firm’s Hong Kong corporate law practice, he advises on M&A, joint ventures, private equity and financing • Acted for Bain Capital in its proposed US$432m investment in Gome Electrical, Pacific Regional Developments in their US$2.1bn joint offer to privities PCCW, and Coca Cola on its failed bid to acquire Huiyuan Juice

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from their external legal advisors. All parties involved recognise that closing the multi-billion dollar deals across the region requires a high-degree of ingenuity and analysis.

External lawyers, however, should always seek instructions before

commencing work that falls beyond the scope of their original brief.

As the investment bank’s general counsel reinforces, “I really just want lawyers we use to do what we ask – nothing more, nothing less.”

“They shouldn’t do work we haven’t

►► Legal advisors to Indian M&A 1H09: by volume Rank

Firm

Value (US$m)

Deal Count

Y/E 2008 rank

1 2

Desai & Diwanji

2,452

10

1

Khaitan & Co

2,421

7

3

3 4

AZB & Partners

1,763

7

2

Amarchand & Mangaldas

2,785

6

4

5

Trilegal

192

6

28

Asian Legal Business ISSUE 9.9

Feature | Asia’s Leading M&A firms >>

briefed them on – they should just provide the advice.”

Perry Pe

Robert Ashworth

Firm: Romulo Mabanta Sayoc & De Los Angeles

Firm: Freshfields

Location: Philippines

• Head of the firm’s corporate practice in Asia, his work focuses on capital markets and securities, in addition to M&A • Lead partner acting for Huiyuan Juice in Coca Cola’s proposed US$2.5bn acquisition, in addition to Telefonica Internacional’s acquisition of shares in China Netcom Group

• Head of the firm’s energy and infrastructure department, he is considered a specialist in acquisitions in these areas • Acted on PNOC’s US$1.36bn acquisition of stake in EDC

Keep in-house informed

In-house lawyers do realise they are placing their external advisors in somewhat of a difficult position with this position. For as much as they don’t want their outside lawyers to be doing work that wasn’t asked of them, they do want the external advisers to be “two or three steps ahead.”

This means keeping in-house lawyers informed on the latest regulatory developments and what, if any, impact they are likely to have on their client’s future or ongoing projects.

www.legalbusinessonline.com

Ratana Poonsombudlert Firm: Chandler & Thong-ek Location: Thailand • Specialises in M&A in the oil and gas and energy sectors • Her matters include representation of Magnecomp Precision Technology in its merger with MPT, and PTT on the amalgamation of The Aromatics (Thailand) and Rayong Refinery

Location: Hong Kong

Rupert Li Firm: Clifford Chance Location: China • Practice areas cover M&A, FDI, project finance and real estate work throughout Greater China • Lead lawyer on two of the most high-profile deals of 2008/09: Chinalco’s acquisition of a 12% stake in Rio Tinto and Chinalco’s more recent (and failed) attempt to purchase a further stake in the AngloAustralian miner for US$19.5bn

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Feature | Asia’s Leading M&A firms >>

Teresa Ko Firm: Freshfields Location: Hong Kong • The firm’s China managing partner, Ko specialises in private and public mergers and acquisitions, corporate reorganisations and private equity work • Lead partner acting for China Unicom on its US$23.8bn merger with China Netcom and its US$6.42bn disposal of its CDMA business to China Netcom

Theodore Paradise Firm: Davis Polk & Wardwell Location: Japan • A specialist cross-border M&A lawyer focusing on corporate finance, representing issuers and underwriters in global and US-targeted securities offerings by Japanese issuers.

• Lead partner for Nikko Asset Management’s sale from Citi to Sumitomo for US$1.26bn

Tran Tuan Phong Firm: VILAF Hong-Duc Location: Vietnam • Partner-in-charge of the firm’s Hanoi office, practices across a range of M&A and corporate matters • Lead partner on US$1.8bn GTel joint venture – the first telecommunications JV in Vietnam – and the acquisition of Alcatel Lucent’s operations in Vietnam

Tuti Hadiputranto Firm: Hadiputranto, Hadinoto & Partners Location: Indonesia • Firm’s founding partner and senior partner in its securities practice/capital markets group • Lead partner of two of Indonesia’s largest deals in 2008/09: PT Bakrie & Brothers’ US$5.5bn acquisition of three companies and the US$10.2bn merger of PT Bank Lippo and PT Bank Niaga

Wonkyu Han Firm: Lee & Ko

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“That’s the difficulty of being an external lawyer,” said the AsiaPacific legal head of the largest global computer company. “In Asia, there are things like competition laws, corporate compliance and FCPA issues which are worrying for us. We need to be kept up to speed on these [developments] and it doesn’t necessarily need to be done in the context of a transaction.” “[This information] can, and should be, offered by law firms to us as it comes to hand … I think this is a vital part of the value-add that a firm must offer to be competitive in this practice area.” But it’s something that is all-too commonly handled incorrectly by both large and small firms alike.

“Some law firms seem to have confused regulatory updates and other such communiqués for spam,” says the US-based general counsel of a pharmaceutical company.

“I’ve usually got five or six large projects on the boil in Asia at any one time and I don’t have the time to read emails which claim to be delivering ‘important’ updates, but then only give a snippet of information with something directing the unwitting recipient of the email to ‘contact x or y partner for further information’. This wastes my time.”

Other legal practitioners concur.

“The marketing efforts of merger and acquisition practices that are most effective are those that deliver commercially smart advice and

which show that the lawyers have an understanding the most important issues affecting individual sectors,” says a senior in-house lawyer at a domestic bank in Malaysia.

“When I get an email, letter or something similar like this, I am 100% more likely to call the firm who sent it for a quick chat, rather then just deleting it and forgetting about it.”

Selection criteria

It is not surprising to learn that ‘commercially oriented’ advice is again listed as one of the top criteria taken into consideration, when in-house legal teams are selecting outside counsel.

Similarly, in-house lawyers and business leaders note that there was more of a tendency to go to individuals rather than firms – on big and small deals alike. This is only fitting then, that ALB has provided a snapshot of the region’s 25 most in-demand dealmakers.

But just what separates these individuals from others in the market?

Survey respondents cite a wide array of factors including technical expertise, industry and market knowledge, quality of advice and accessibility as the most important factors that come into consideration in this area.

Many respondents also add the qualities of leadership and the depth of the lead lawyers’ team, as critical considerations in their selection of external counsel.

“Apart from the things one would

Location: Korea

►► Legal advisors to SE Asian M&A 1H09: by value

• Practice areas cover M&A as well as structured finance, securities and derivatives, corporate finance and private equity • Lead partner on G&A KBIC PE funds US$214m acquisition of a controlling stake in E*Trade Korea Securities, and on a legal team which helped close the US$2.3bn leveraged buyout of C&M Co

Rank

Firm

Value (US$m)

Deal Count

1

Allen & Gledhill

3,749

7

1

2

Skadden

3,300

1

4

3

WongPartnership

2,937

5

9

4

Shearman & Sterling

2,295

2

63

5

Freshfields

2,267

1

91

Y/E 2008 rank

Asian Legal Business ISSUE 9.9

Feature | Asia’s Leading M&A firms >>

firm featured VILAF is a Vietnamese leading law firm. It continues to dominate and has leading lawyers in all the practice areas, and offers clients a depth and breadth of expertise unrivalled in Vietnam. The firm’s impressive outfit is viewed as the obvious choice for major corporate and financing transactions in Vietnam. VILAF has been recognized by many international awards.

Xiao Wei Firm: Jun He Location: China • One of the founding partners of the firm, his practice areas cover M&A as well as FDI, general corporate and securities • Team has acted on a number of high-profile transactions in 2008/09, including representing Tengzhong on its acquisition of the Hummer brand from General Motors (GM) and China Merchants Bank on its US$4bn acquisition of Wing Lung Bank

Zia Mody Firm: AZB & Partners Location: India • Firm’s senior partner and practice areas cover M&A, private equity, securities and business process outsourcing • Team worked on such prominent deals as HSBC’s investment and partial acquisition of IL&FS, BlackRock’s acquisition of a stake in DSP Merrill Lynch and the US$512m sale of Citigroup Global Services to Tata Consultancy Services

expect of a leading M&A practitioner, we look for leadership skills,” says the vice president of a French-based investment bank. “This applies to both their immediate team at the law firm and people within my organisation.

“We have closed a number of cross-border deals over the past few years where external law firms have had to work closely with not only our in-house legal team but financial analysts, human resources professionals and accountants.”

Respect for the position of in-house counsel is also required, say other survey respondents. And while one would naturally assume that all merger and acquisition practitioners possess this, surprisingly so, many do not.

“There have been occasions where I have briefed outside lawyers with specific instructions to work closely with my own team on particular aspects of transactions,” the Frenchbased investment bank vice president explains. “Such instructions are regularly ignored…”

‘You get the impression there isn’t a sufficient level of respect among some private practice lawyers towards in-house teams – and perhaps not [enough of] a high recognition of the value we can bring to deals,” he adds.

“Thankfully, I believe such attitudes are not as prevalent as they used to be.” www.legalbusinessonline.com

VILAF provides full services of business law consultancy including merger and acquisition (M&A), finance and banking, foreign investment, corporate and commerce, real estate, insurance, taxation, shipping, employment and dispute resolution.

Our key specialists: Ngo Thanh Tung, Chairman, Partner, with expertise in maritime, litigation, corporate and commercial. e: tung@vilaf.com.vn Tran Anh Duc, Country Managing Partner, with expertise in finance, banking and foreign investment. He was named in Who’s Who International, 2009. e: duc@vilaf.com.vn Tran Tuan Phong, Managing Partner of Hanoi Office. He is Vietnam’s leading M&A lawyer, with expertise in corporate, finance and foreign investment. e: phong@vilaf.com.vn Dang Duong Anh, Executive Partner, with expertise in foreign investment, infrastructure development, property, corporate and commerce, tax and employment. e:anh@vilaf.com.vn Vo Ha Duyen, Executive Partner, with expertise in tax, insurance, secured transactions and joint ventures. She was named in Marquis Who’s Who in the World. e: duyen@vilaf.com.vn Nguyen Truc Hien, Partner, with expertise in tax, commercial, property, construction and project finance. e: hien@vilaf.comv.n Nguyen Duy Linh, Partner, with expertise in dispute resolution, commercial, employment and maritime. e: linh@vlaf.com.vn Nguyen Quang Hung, Partner, with expertise in banking, capital market, foreign investment, corporate and commerce. e:hung@vilaf.com.vn Pham Si Hai Quynh, Partner, with expertise in maritime, insurance, commerce and property. e:quynh@vilaf.com.vn HCMC Office: Saigon Towers, Suite 505 – 507 29 Le Duan Street, District 1 Ho Chi Minh City, Vietnam T: (84-8) 3827 7300 F: (84-8) 3827 7303 W: www.vilaf.com

Hanoi Office: HCO (Melia) Building, Suite 603 44B Ly Thuong Kiet Street, Hanoi, Vietnam T: (84-4) 3934 8530 F: (84-4) 3934 8531 W: www.vilaf.com

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Feature | Asia’s Leading M&A firms >>

Domestic or International

Who really holds sway in M&A – is it international or domestic law firms? Our survey respondents say that while each offering has an extremely important role to play in merger and acquisition deals, it is roundly observed that the quality and offerings providing by local law firms is a notable trend.

“Local law firms and international law firms each have their role to play in M&A deals and we will generally always use both as each transaction dictates,” says the general counsel of a real-estate company based in Singapore.

“But what we are seeing is that misgivings about the capability of local law firms to handle big projects, if they ever were true, are decreasing.”

So much so that, according to a number of in-house teams and business lawyers interviewed by ALB, even if regulatory restrictions on international firms’ ability to practice local law were lifted, these firms would continue to instruct both domestic and international law firms.

In this regard it is India, Korea and various jurisdictions in southeast Asia that are most widely mentioned. One has to note, however, that in many of the jurisdictions across

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Asia, like China, Singapore and Japan, “it’s the local firms who are larger than the international firms,” says one general counsel. “In terms of quality most of [the] M&A deal teams at local firms are headed up lawyers who have international experience, often in international law firms, and are either US or UK qualified.”

On the question of which style of firm adds more value to cross-border transactions, in-house lawyers believe that while this can vary from deal to deal, it is the firms with people on the ground who know the local culture, customs, markets and business that are in the best position.

This is not always only the local law firms. “International law firms, particularly through their on-the-ground Asian lawyers, possess a very strong ability to provide the broad global perspective as well as the locally-grounded advice on deals,” says one in-house lawyer.

“I think in a legal market that is becoming more and more crowded and saturated, a lawyer who can add value to the transaction itself, as well as [adding] value outside of the transaction is what we – and I dare say all in-house lawyers – are looking for.”

Asian Legal Business ISSUE 9.9

Firm Profile Feature | Asia’s Leading M&A firms >>

Mori Hamada & Matsumoto

CURRENT TRENDS IN JAPANESE M&A 1. Continued development of listed company regulations Even after the enactment of the 2005 Companies Act and the extensive amendment in 2006 of the Securities and Exchange Law (renamed the Financial Instruments and Exchange Act (FIEA)), debate over corporate governance and regulatory structures for listed companies actively continues in Japan.

Significant reforms have been implemented in rapid succession, such as: (i) the implementation of a paperless share system, under which paper share certificates are abolished and stock trading is conducted electronically; and (ii) the enhancement under FIEA of the administrative monetary penalties system with regard to disclosure requirements and wrongful acts. (Among other things, new implementation of monetary penalties on false statements or failure to submit large shareholding reports will bring an impact on business conduct).

The latest development pertaining to listed companies, however, is the introduction by the Tokyo Stock Exchange (TSE) of regulations on capital increase by third party allotment (TPA). Under the Companies Act, listed companies are allowed to increase capital by issuing new shares to a specific third party on a resolution of the board of directors (i.e., without obtaining shareholders’ approval), except when the conditions of an issuance are particularly favorable to a subscriber.

Due to such “ease of use,” many Japanese companies have depended on TPA to raise money. A large-scale capital increase by TPA, however, could highly dilute existing shareholders and sometimes result in a change in control at the board’s discretion.

If this happens, Japanese market credibility would be materially diminished.

On 30 July 2009, the TSE announced an amendment of its rules, under which a listed company shall be delisted if a TPA results in a dilution ratio exceeding 300% – except for cases where such dilution will have little likelihood of harming shareholders’ and other investors’ interests. www.legalbusinessonline.com

A company shall also be delisted if its controlling shareholder changes due to TPA and, within three years, the TSE determines that the soundness of the transaction with the controlling shareholder has considerably deteriorated. If the dilution ratio is 25% or more, or if the controlling shareholder changes, a listed company is required to obtain shareholders’ approval or an independent expert’s opinion on the necessity and appropriateness of TPA. This is providing that in such an extreme emergency as swiftly deteriorating cash-flow, a company shall be exceptionally exempted from the above requirements.

In general, these new TPA regulations are a welcome development. However, in the current severe economic situation, in which many companies are still suffering from tight finances, such restrictions might affect them further. Consequently, the impact of these regulations needs to be carefully observed.

2. Ongoing M&A activity in the Japanese market According to a 2008 market review by Japanese financial data publisher RECOF Corporation, there were 2,399 M&A deals involving Japanese companies, while 2007’s total was 2,696, an 11% decrease.

Although this decline may continue in 2009, the difficult financial situation facing Japanese companies may increase M&A activity. Some companies will consider making transactions in order to be more competitive in domestic or international markets.

Ongoing Japanese M&A activity includes: (i) Casualty insurance market reorganisation – around six groups are competing in the casualty insurance market. In January, three announced a plan to consolidate, and two months later, two remaining groups announced their intention to combine their businesses under a holding company. (ii) Planned creation of gigantic beverage company – recent reports indicate that the two largest Japanese manufacturers of beer and other beverages, Kirin Holdings and Suntory Holdings, are planning to consolidate.

Although an agreement has not been announced, and any tie-up would be subject to Fair Trade Committee authorisation, as sales on a consolidated basis would exceed those of Anheuser-Busch InBev NV. This might trigger additional transactions in the Japanese beverage market. (iii) Hitachi group restructuring – Hitachi, which owns over 900 subsidiaries that provide, among other things, lithiumion rechargeable batteries and system integration services, started a group restructuring by launching five tender offers concurrently in August 2009. The purpose of the offers is for Hitachi to become the sole shareholder of its subsidiaries, which will be delisted after the successful completion of the tender.

For companies aiming to grow rapidly, obtain synergies and adjust over-production, mergers and acquisitions have become more attractive. On the other hand, any transaction may be more likely to be challenged by the company’s shareholders.

For example, shareholders who are unsatisfied with the offered share price and vote against consolidation at the shareholders’ meeting, may demand a court protect their interests as minority shareholders by determining a fair price for their shares.

Although shareholders have rarely exercised such rights in the past, these types of lawsuits have become not uncommon. In addition, the monetary penalties under FIEA and TSE regulations, as discussed above, call for more prudent structuring of M&A transactions.

Under the new regulations, changes to shareholders’ behavior, along with a dynamic market environment, mandate the importance of careful consideration of transactions from the legal perspective. This will be enhanced rather than diminished.

Hiroko Yotsumoto, partner email: hiroko.yotsumoto@mhmjapan.com Hiromi Hayashi, attorney-at-law email: hiromi.hayashi@mhmjapan.com website: www.mhmjapan.com

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Feature | Asia’s Leading M&A firms >>

China struts down south with deals

J

ust a few months ago, talk was all about the failed Rio-Chinalco deal – but the sudden surge in Chinese/ Australian investments following the saga left jaws hanging.

“The failed Rio-Chinalco deal has caused many to expect a slowdown in Chinese interest in Australia, but it has been proven otherwise,” says Andrew Hensher, co-head of Chang Pistilli & Simmons’ PRC business unit.

“The business relationship between China and Australia is strong enough to withstand one mere setback.”

China’s investments in Australia have recently come under the spotlight, with the arrest of four Rio employees causing a widespread belief that tension has been created between the countries. But all eyes quickly turned to the biggest Australia-China trade deal announced, when ExxonMobil and PetroChina recently agreed on a US$41bn liquefied natural gas deal.

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The gas sale agreement between came only weeks after Yanzhou Coal’s acquisition of Brisbane-headquartered Felix Resources, the largest-ever Chinese deal in the Australian coal sector once completed. Australian firms have collectively cashed-in on the recent surge in large-scale M&A deals.

Yanzhou engaged Corrs Chambers Westgarth, King & Wood and Baker & McKenzie for legal advice in different jurisdictions. Felix was acted for by Allens Arthur Robinson.

“The increase is due to a number of factors, including the ability of the Chinese to provide capital and funding, the value of the Australian dollar and the policy of the Chinese government to encourage offshore investment,” says Campbell Davidson, head of Allens Arthur Robinson’s Greater China M&A practice in Hong Kong.

Spurred on by the government’s US$585bn economic stimulus plan,

China’s hunger for resources knows no bounds and Australia’s resource sector has been the major beneficiary.

As the world’s biggest coal and metal user, China has been scouring the globe for energy and commodities to feed its thrumming economy. “It is no coincidence that both countries’ M&A remained relatively buoyant, with strong Chinese investment into Australia and the mining sector in particular,” Davidson adds.

“China is a substantial consumer of many Australian resources. There is no reason why the rising interest will not follow the same pattern as past investment influxes,” states Andrew Knox, partner of Allens Arthur Robinson, who headed the Yanzhou and Felix deal. “The outcome will be closely scrutinised as there appears to be a significant appetite for more deals, dependent on there being substantial prospects [here] for a successful deal.”

Asian Legal Business ISSUE 9.9

Feature | Asia’s Leading M&A firms >>

As investment grows rapidly from a small base, Davidson says that the firm is dealing with a shift – from Australia’s interest to investing in China, to an increasing request from Chinese clients to invest in Australia.

In 2006, Chinese investment in Australia was worth about A$3.5bn, while last financial year investment applications rose to A$10bn, may hit A$30bn in 2009. And despite the fact that the majority of China’s outbound investments seem to lie in the resource sector, there is also an apparent trend happening outside this sector.

For example, China’s sovereign wealth fund, China Investment Corporation’s (CIC), recent A$800m investment in the Australia’s property trust Goodman Group. The fund engaged local law firm Freehills for legal advice. Goodman Group hired Allens Arthur Robinson for advice.

“CIC is very sophisticated ... its successful investment in Australia will give Chinese enterprises greater comfort,” says Leon Pasternak, a partner at Freehills who acted for CIC.

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“Chinese investors are also seeing opportunities as the value of Australian properties falls during the GFC,” says Chang Pistilli’s Hensher.

“This would be considered purely an investment to build funds and to gain foothold, as opposed to a strategic investment. With these funds, there are no reasons why China will not invest beyond resources.”

Earlier this year, China’s Haier Group acquired a 20% stake in the struggling New Zealand white goods manufacturer Fisher & Paykel, hit by a lull in consumer demand. The strategic investment will boost Haier’s profile and ambition to grow internationally.

Fisher & Paykel was represented by Freehills and Clayton Utz advised Haier on Australian law.

Allens Arthur Robinson also claims an increasing interest in agriculture, dairy and fisheries industries from Chinese investors. This surge in interest has already prompted Australia’s Federal Treasurer to release new guidelines setting out principles that Australia will consider,

►► PRC investments in Australian resources companies 2008/09 China

Australia

China Minmetals

OZ minerals

Hunan Valin Iron and Steel

Fortescue Metals

Sinosteel

Midwest

China Nonferrous Metal Mining Group

Lynas Corp

Value US$ 2.1bn 357.7m 1.4bn 185.7m

Jinchuan Group

Fox Resources

Sinopec Group

AED Oil

N/A

Zhongjin Lingnan

Perilya

Sinosteel

Murchison

200m

Yanzhou Coal

Felix resources

3.3bn

PetroChina

Exxon Mobil

561m 55m

41bn

in relation to investment proposals by and from foreign governments.

In addition to the influx of Chinese investments, its companies are looking to raise funds from listing on the Australian Securities Exchange (ASX).

In 2009 three manufacturers from the

Asian Legal Business ISSUE 9.9

Feature | Asia’s Leading M&A firms >>

mainland launch IPOs in Australia.

Having to wait for up to two years to list on the domestic stock exchange, the ASX is considered by Chinese companies’ as a fast track.

This also benefits companies looking to raise funds locally for potential future Australian investments. “Listing on the ASX gives Chinese companies a presence in Australia, with that, they might find it easier to make further investments within Australia,� says Hensher. “The relatively straightforward ASX listing requirements makes it an attractive proposition for smaller Chinese companies, as in this aspect it represents a lower barrier of entry to listing,� says Pierre Lau, a senior associate at Melbourne firm Chambers & Co. “To smaller companies in Asia, Australia’s business environment ... and market track record over the last decade also makes the ASX a more viable option, without sacrificing sophistication,� he says.

Still, only a few Chinese companies have opted for an ASX listing.

â–şâ–ş LPRC companies listed on the Australian Securities Exchange PRC Company

Industry

Listing code

Australian representation

Time of listing

TWT Group Ltd

Outdoor furniture Manufacturing

TWT

Tindall Gask Bentley

2007

Mesbon China Nylon Ltd

Nylon manufacturing

MES

Minter Ellison Adelaide/ Tindall Gask Bentley

2007

Treyo Leisure and Entertainment Ltd

Electronic mah-jong table Manufacturing

TYO

Deacons Melbourne

2009

Thomas Bryson International

Textile and home decor manufacturing and distribution

TBI

Minter Ellison Adelaide

2009

Shenhua International Ltd

Textile manufacturing

SHU

Chambers & Co

2009

“It is hard to say if there is a window of opportunity – everyone is probably waiting on more positive and consistent signals coming from the equities market in general,� says Jonathan Murray, partner at Steinepreis Paganin. The firm was responsible for the listing of YTC Resources on the ASX in 2007. YTC Resources is backed by the Yunan Tin Group of China.

Growing Chinese corporate activity in Australia has encouraged Australian legal firms to develop their Chinese presence. Those firms engaged for IPO work have significant bilingual capabilities. For example, Minter Ellison Adelaide has a dedicated China team, and Australian firm Gilbert + Tobin has developed a strategic alliance with King & Wood.

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46

Asian Legal Business ISSUE 9.9

Areas of Practice: Corporate/M&A - General Corporate - Mergers and Acquisitions (M&A) - Private Equity - Legislation/Regulations - Restructuring/Insolvency - Compliance/Risk Management Finance - Capital Markets - Banking - Securitization/Structured Finance/Trust - Financial Regulations/Fund Management - Insurance - Acquisition Finance - Project Finance IP, IT and Entertainment Tax Practice Dispute Resolution Real Estate and J-REITs Antitrust Practice Environmental Law Practice Employment and Labor Practice China Legal Practice

Kioicho Building, 3-12, Kioicho, Chiyoda-ku, Tokyo 102-0094, Japan Tel: +81 3 3288 7000 Fax: +81 3 5213 7800 Web: http://www.noandt.com/ Email: info@noandt.com Contact: (Ms) Yuko Tamai (Dai-ichi-Tokyo Bar Association)

FEATURE | Hot 100 >>

ALB ASIAN LEGAL BUSINESS

A wealth of lawyers have set newsrooms abuzz in their pursuit of excellence, in one of the most challenging years for legal sectors seen across the Asian region.

Now in its sixth year, ALB’s HOT 100 aims to provide an – admittedly subjective – overview of the personalities of the past year. We list those who have performed outstandingly in their field, or courted controversy and turned heads.

After all, winning the game is not always the be all and end all – it’s the style, poise, and class with which you play that also counts.This list is intended to entertain, not offend, and certainly is not a definitive guide to the industry.

Please enjoy this year’s ALB HOT 100.

THE STRATEGISTS

ASIAN LEGAL BUSINESS

Foresight, business acumen and a measure of cunning are the traits of lawyers profiled in this category.

Meet the names behind some of the watershed events in the industry this year.

Name: Andrew Grech Title: Managing director Firm/Company: Slater & Gordon Location: Australia

Name: Ken Siegel Title: Tokyo managing partner Firm/Company: Morrison & Foerster Location: Japan

Why hot: Grech’s Slater & Gordon legal practice remains the only law firm in the world to have listed on a stock exchange. Specialising in commercial law, the Australian firm’s growth since its IPO in 2007 provides a model for other legal firms who are looking to follow in the same path.

Why hot: The downturn has proved to be fortuitous for some, and MoFo’s Tokyo office is among them.

Not only is it rumoured to be one of the most profitable of the firm’s offices worldwide, but its headcount has substantially increased over the past year. This has come on the back of a number of high-profile deals for blue chip clients, including Fujitsu, Hitachi and Toshiba.

Name: Sam Farrands Title: Head of Asia major projects & infrastructure Firm/Company: Minter Ellison Location: Hong Kong Why hot: One of the region’s leading lawyers in projects and PPPs, Farrands is considered the brains behind the firm’s recent acquisition of boutique construction firm Cordells.

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Name: Lindsay Esler Title: Managing partner Firm/Company: Deacons Hong Kong Location: Hong Kong

Name: Nicola Wakefield-Evans Title: Asia managing partner Firm/Company: Mallesons Stephen Jaques Location: Hong Kong

Name: Hwang Ju Myung Title: Joint managing partner Firm/Company: Hwang Mok Park Location: Korea

Name: Kim Byoung Jai Title: Senior partner Firm/Company: Lee & Ko Location: Korea

Why hot: Esler sealed lucrative Lex Mundi membership for the firm earlier this year as it goes about cementing its position as the island’s premier domestic law firm.

Unfazed by the decision of Deacons Australia to partner instead with Norton Rose, Esler, says there are no similar plans in the work for the firm in HK, at least for now.

Why hot: In an industry where glass ceilings are conspicuous, Wakefield-Evans can be widely commended for being among a rare few to have broken through it.

Wakefield-Evans has also built the profile of the Australian-based firm to a level where it is rivalling US and UK firms, for a share of the most lucrative China-related work.

Why hot: One of the Korean legal industry’s most prominent figures, Hwang splits his time managing the expansionary firm while sitting on the board of Korea Telecom. Korea’s first in-house counsel for Gulf Oil, he helped the firm secure a merger with boutique firm Hanseung Law Firm. HWP is widely considered as one of the firms nipping at the heels of the larger firms in the market.

Why hot: Kim told the Korea Times “no matter who will come, we are ready to beat them all,” a clear indication that his firm is ready for a good old-fashioned scrap. The firm has been upping its market aggressively over the last few years, acting on more of Korea’s most prominent transactions. It will no doubt pose a strong rival for leading firm Kim & Chang in the years ahead.

Asian Legal Business ISSUE 9.9

The QFLP licensees

FEATURE | Hot 100 >>

Name: Austin Sweeney Title: Herbert Smith Firm/Company: Singapore managing partner Location: Singapore

Name: Philip Rapp Title: Singapore managing partner Firm/Company: Clifford Chance Location: Singapore

Name: Jeff Smith Title: Head of Asia energy and infrastructure Firm/Company: Norton Rose Location: Singapore

Name: Doug Peel Title: Singapore managing partner Firm/Company: White & Case Location: Singapore

Name: Kenneth Aboud Title: Joint managing partner Singapore Firm/Company: Allen & Overy Location: Singapore

Why hot: A winner in the firm’s management reshuffle, Sweeney was duly installed as the Singapore office’s managing partner. With its newly-issued QFLP license in arm, Sweeney will be leading an office that is widely considered to be head and shoulders above other international firms in dispute resolution matters across southeast Asia.

Why hot: With the government introducing new measures to develop Singapore’s legal sector, Rapp will be at the vanguard of change. He will lead the Magic Circle firms’ operations in the newly- QFLP licensed Singapore office and oversee the India desk. The firm plans to cement its large footprint in the region by dipping into the local employment market.

Why hot: Another of the Lion Nation’s new QFLP licensees, Smith told ALB that the granting of the license was more than just a “pat on the back” for foreign firms in Singapore. Keep an eye out for Norton Rose to build its practice in the staple areas of energy and projects in the year ahead.

Why hot: There’s no doubt about where the QFLP license fits into this firm’s Asia strategy – India. Peel forms a core part of White & Case’s India team. According to a number of industry insiders the firm is said to be on the brink of sealing a ‘bestfriends’ alliance with one of the subcontinent’s largest firms.

Why hot: After being granted a QFLP license last year, A&O broke away from JLV partner Shook, Lin & Bok to establish its footprint in Singapore. Aboud led a team that worked on a groundbreaking deal in the Indonesian Islamic finance sector – the Republic of Indonesia’s inaugural global US$650m sukuk. The deal will likely serve as a precedent for future Islamic bond issues.

Name: Jyoti Sagar Title: Managing partner Firm/Company: J Sagar & Associates Location: India Why hot: In a period where the whole world seems to be watching India, Sagar has responded by growing his firm from mid-tier in size, to one of the largest law firms in India. As part of this process, the firm recently acquired boutique outfit M&C Partners, increasing its operations in Bangalore.

Name: Abdulaziz Al Bosaily Title: Local partner Firm/Company: Clyde & Co Location: Riyadh

Name: Samantha Bradley Title: Hong Kong managing director Firm/Company: Withers Location: Hong Kong

Name: Simon Marchant Title: Asia managing partner Firm/Company: Freshfields Location: Hong Kong

Name: David Wang Title: Shanghai managing partner Firm/Company: Paul Hastings Location: Shanghai

Why hot: After breaking away from its alliance with DLA Piper – which only lasted six months – his independant law office found a new ally in Clyde & Co and is set to capitalise on the increasing number of cross-border disputes arising in the Gulf region at the moment.

Al Bosaailly works in the Middle Eastern corporate and financial services group.

Why hot: As the first onshore law firm to launch in an offshore jurisdiction after entering the BVI earlier this year, there is no doubting that Withers is a trailblazer. Bradley heads up another of the firm’s newly opened offices (in Hong Kong) which services the legal needs of Greater China’s increasing numbers of highnet worth individuals.

Why hot: After having this position vacant for three years, Freshfields appointed Marchant to the position of Asia managing partner earlier this year, saying that the time was right to reinstate the role as the attention of investors turns to the Asian region for growth opportunities and investment.

Why hot: Wang’s nine years with the firm paid off this year after he ascended to the position of Shanghai office chair, where he replaced incumbent Mitchell Dudek.

Wang has previously practiced in the Los Angeles and Hong Kong offices before relocating to Shanghai. He will be responsible for rebuilding the firm’s China practice, after layoffs in the region.

Why hot: Chew has ambitious plans to grow Malaysia’s largest law firm. After opening new offices in Vietnam and Dubai over the past year, Chew says his firm will be looking to compete with “the international big boys now.”

Name: Aloysius Wee Title: managing partner Firm/company: Dacheng Central Chambers Location: Singapore

Name: Dang The Duc Title: Managing partner Firm/Company: Indochine counsel Location: Vietnam

Name: Robert Milliner Title: Chief executive partner Firm/Company: Mallesons Stephen Jacques Location: Australia

Name: Clive Cook Title: Managing principal Firm/Company: Baker & McKenzie Location: Singapore

Name: James Harris Title: Local managing partner Firm/Company: Lovells Lee & Lee Location: Singapore

Why hot: Wee announced that his firm had struck up an alliance with China’s largest firm, Dacheng, to target clients looking to expand into India and China in July this year. In becoming the first law firm to build a strategy around this niche– but rapidly growing – area of practice, the firm became the fifth joint law venture in the Lion city.

Why hot: Duc’s decision this year to forge an alliance with Hanoi’s Leadco was a crafty move in a developing legal market. Duc is making all the right moves for the three year old firm. It most recently advised on the widely publicised SEAF Blue Waters Growth Fund debt investment deal.

Why hot: Ever the active hiker, Milliner has overcome many peaks this year – after climbing Mount Kilimanjaro, he has been reappointed as Mallesons chief. He scooped the pool at the recent ALB Australasian Law Awards, taking home the coveted “managing partner of the year” award and the “corporate/M&A deal team of the year” award.

Why hot: Cook’s appointment as Baker & McKenzie’s chairman of its Singapore office and member firms in Malaysia and Indonesia, is part of the US leviathan’s plans to reinvigorate its Asia strategies.

Keep an eye out for Baker’s to become even bigger in the region in the coming years.

Why hot: As the Singapore head of one of the three remaining jointlaw ventures in the Lion Nation, the firm’s strategy for Singapore deserves recognition. Under the auspices of its alliance with Lee & Lee, Lovells now has the southeast Asian power and projects market cornered.

www.legalbusinessonline.com

Name: Chew Seng Kok Title: Managing partner Firm/Company: Zaid Ibrahim Location: Malaysia

49

FEATURE | Hot 100 >>

Name: Ashley Gunning Title: Corporate and investment funds group head Firm/Company: Walkers Location: Singapore

Name: Don Boyd Title: Chief executive partner Firm/Company: Deacons Location: Sydney

Name: Zili Shao Title: Asia managing partner Firm/Company: Linklaters Location: Hong Kong

Name: Cui Liguo Title: Managing partner Firm: Guantao Location: Beijing

Why hot: Quashing rumours that the alliance forged with Singapore firm ATMD was not because Bird & Bird was unsuccessful in its attempt to obtain a QFLP in the Lion City, a very busy Laight had to also facilitate the expansionary firm’s launch in Shanghai last October.

Why hot: Charged with increasing the offshore firm’s footprint in Singapore, Gunning also leads its investment funds and corporate group. Two finance lawyers have been brought in to boost the new Singapore office, and the firm will no doubt be using this as a stepping stone into the Indian market.

Why hot: The merger between Deacons Australia and Norton Rose, while certainly not a merger of equals, couldn’t be more significant. Boyd was the first to do what other Australian firms were delaying, as a base for pushing into Asia. He forged a strategic plan in 2006 which may have yielded the merger with Norton Rose—but will it work?

Why hot: It has been a comparatively easy step-up to Shao’s position as the firm’s new Asia managing partner, replacing the outgoing Giles White. Having already headed the firm’s Greater China practice since 2003, his appointment is a clear indication of where the firm will be looking for growth.

Why hot: Cui Liguo is leading the international expansion strategy, with Guantao forming an alliance with Hong Kong firm Jackson Woo & Associates. A new Xiamen office is also up and running, developing the firm’s international trade and shipping practices, as well as facilitating economic ties between the mainland and Taiwan.

Name: Bernd Stucken Title: Managing partner for Greater China Firm: Salans Location: Shanghai

50

Why hot: Salans is known for its strengths in emerging markets and the former USSR countries.

Under the management of Bernd Stucken, the firm has grown its China presence significantly in the past few years. Salans opened its Beijing office in 2008 and recently established an office in Hong Kong. To steer the China offices through the present challenging times and sustain growth, Stucken has decided to shift the firm’s practice focus from advising on FDI, M&A and investment in real estate, to restructuring, arbitration and outbound M&A.

MOVERS & SHAKERS

Name: Matthew Laight Title: China managing partner Firm/Company: Bird & Bird Location: Beijing

Are you moving in-house, back into private practice, joining the competition or just generally on the way up?

Here are some of the more remarkable legal practitioners seen in this category over the past 12 months

Name: Desmond Ong Title: Singapore managing director Firm/Company: Eversheds Location: Singapore

Name: Wang Li Title: Chief global managing partner Firm: Deheng Law Office Location: Beijing

Name: Robert Lee Title: China managing partner Firm: Diaz Reus Location: Shanghai

Why hot: At the helm of Beijingheadquartered DeHeng, one of the country’s largest law firms and a reputable and trusted advisor to many large state-owned and private enterprises, is global managing partner Wang Li. The M&A practice is headed by Wang, and has posted a stellar performance for the first half of 2009. It was involved in five major deals, valued at US$19.1bn.

Why hot: Robert Lee, the partnerin-charge of Miami-headquartered Diaz Reus’s Shanghai office, sees opportunities in the increasing activity and trade between BRIC nations, particular China’s interest in natural resources in Latin America, Russia and the Middle East. He is working closely with the firm’s offices in these markets to help Chinese clients achieve their goals.

Name: Nick Seddon Title: Asia managing partner Firm/Company: Eversheds Location: Hong Kong

Name: Shibeer Ahmed Title: Partner Firm/Company: Baker Botts Location: Dubai

Name: Zia Mody Title: Managing partner Firm/Company: AZB & Partners Location: India

Name: Chris Wyman Title: Partner Firm/Company: Clifford Chance Location: London/Mumbai

Name: Abhishek Saxena Title: Co-founding partner Firm/Company: Phoenix Legal Location: India

Why hot: One legal practitioner to benefit from the collapse of international player Heller Ehrman, Seddon, with all his management experience, was quickly scooped up by the UK-based Eversheds to lead its operations in Singapore and Hong Kong.

Why hot: As Lovells’ Dubai office managing partner, Ahmed was widely credited as being one of the biggest reasons behind the firm, which was without peer in the Gulf for Islamic finance. However, Ahmed surprised many in May this year by moving across to Baker Botts’s global projects practice, to work under managing partner David Emmons.

Why hot: It’s been an extremely busy year for the impressive Mody.

After securing a ‘best friends’ alliance with Clifford Chance, the firm swallowed Bangalore boutique Anup Shah – in addition to taking home two trophies at the ALB Southeast Asian Law awards: for its involvement in Nomura’s acquisition of Lehman’s assets in Asia and as the “India deal firm of the year”.

Why hot: Wyman leads Clifford Chance’s India team, relocating to Mumbai earlier this year to tighten the firm’s relationship with its Indian best friend, AZB & Partners.

Certainly this is one to watch, as impetus for the long-awaited liberalisation of India’s legal market gathers pace.

Why hot: The ambitious Saxena left with two other partners from Trilegal to create Phoenix Legal in October last year. The firm’s bevy of high-profile clients, along with its work on some of the subcontinent’s most prominent transactions, has drawn the attention of many, notably Lovells, who reportedly courted the firm for a ‘best friends’ agreement.

This was denied by both parties.

Why hot: One of two Eversheds lawyers to make our list this year, Ong’s move from DLA Piper to head up the firm’s Singapore office is as high-profile as we’ve seen in 2009.

Expect a number of his DLA Piper colleagues to follow him once Eversheds settles into its new home in the Lion City. Was his departure the reason DLA Piper missed out on a QFLP license?

Asian Legal Business ISSUE 9.9

FEATURE | Hot 100 >>

Name: Paul Maher Title: London chairman Firm/Company: Greenberg Traurig & Maher Location: London

Name: Celia Lam (+ Marc Harvey) Title: Joint China managing partners Firm/Company: Linklaters Location: Hong Kong

Name: Martin David Title: Singapore managing partner Firm/Company: DLA Piper Location: Singapore

Name: Charles Liang Title: Executive partner Firm: Run Ming Location: Beijing

Name: Andrew Lui Title: Managing partner Hong Kong Firm/Company: Salans Location: Hong Kong

Why hot: Elevated to head up the magic circle firm’s operations in Greater China earlier this, both Celia Lam and Mark Harvey have a hard task ahead of them. Competition among the international firms in the ASia region will reach new heights as Asia comes out of the global financial crisis.

Why hot: Replacing Desmond Ong who left for Eversheds, David was recruited from Linklaters in October.

He looks to rebuild a Singapore office that has been decimated by lawyers departing and a number of layoffs. DLA was “disappointed” to have been one of the international firms to miss out on a QFLP license in December 2008, but will reapply in the next round in 2010.

Why hot: Previously the general counsel for Alstom in China, Liang decided to return to private practice and has chosen Beijing-based Run Ming, a new but fast-rising firm.

He has extensive experience in FDI, M&A, international technology transfer and commodity trade, dispute resolution, and key areas of law related to the operations of multinational corporations in China.

Why hot: We should have known something was up when Lui was lured from Pinsent Masons last year to head Salans’ new Hong Kong office. Two months after announcing the Hong Kong opening, the once-rival firms announced they were partnering up in a strategic alliance.

Why hot: The man credited for the merger with Mayer Brown and JSM has had an eventful year, to say the least. After being snubbed in Mayer Brown’s management reshuffle, Maher left the firm – only to reemerge to spearhead Greenberg’s new London office as chairman, thus becoming a named partner.

Name: Kerry Gleeson Title: General counsel Firm/Company: Incitec Pivot Location: Australia Why hot: Gleeson beat four other prominent lawyers to win the In-House Lawyer of the Year award at this year’s ALB Australasian Law Awards.

The former Blake Dawson lawyer managed the major acquisition of Dyno Nobel and coordinated financing arrangements with lenders for Incitec.

Name: Jiang Zhipei Title: Senior counsel Firm: Fangda Partners Location: Beijing

Name: Liu Jiqing Title: Head of international practice Firm: Deheng Law Office Location: Beijing

Name: Melli Darsa Title: Founding partner Firm/Company: Melli Darsa & Co Location: Indonesia

Name: Li Xiaoyang Title: Senior partner Firm: Kirkland & Ellis Location: Hong Kong

Name: Nish Shetty Title: Partner Firm/Company: Clifford Chance Location: Singapore

Why hot: Former resident partner and chief representative of Baker & Daniels’ Beijing office, Liu has joined Qingdao-headquartered Deheng to lead its international practice group in Beijing. Qualified to practice law in the US, he has been practising in China for more than 10 years. His practice mainly focuses on Chinarelated cross-border investment, M&A and international trade.

Why hot: Widely regarded as one of the most astute and entrepreneurial practitioners in Indonesia, Darsa has built her firm into a genuine player in the country’s legal arena after she made her breakaway from Hadinoto, Hadiputranto and Partners in 2004.

Why hot: Although it’s rare for Jun He’s senior partners to depart, the firm lost its Beijing senior partner to US firm Kirkland & Ellis at the end of 2008. Li is now a senior Chinese corporate partner in Hong Kong, representing PE funds, international and domestic public and private companies in M&A transactions and other complex corporate matters in China.

Why hot: As partner, Shetty has a large task ahead of him. Picked up

by Clifford Chance from its former JLV partner WongPartnership in early August, he has been charged with launching the firm’s Southeast Asian disputes resolution practice.

Watch for the firm to dip into local talent pools across the region to add to its 40-strong SE Asia disputes team.

Name: David Matthews Title: General counsel Firm/Company: Fonterra Location: New Zealand

Name: Greg Terry Title: Partner Firm/Company: Blake Dawson Location: Indonesia

Name: Srinivas Parthasarathy Title: Partner Firm/Company: Allen & Overy/ Trilegal Location: Mumbai

Name: Sammy Li Title: Partner Firm/Company: Paul Hastings Location: Hong Kong

Why hot: Matthews manages the team that won the New Zealand In-House Team of the Year award at this year’s ALB Australasian Law Awards. The team has handled the San Lu affair and worked on debt raisings, including the A$800m retail debt issue.

Why hot: One of a handful of highlevel lawyers to move from in-house to private practice this year, the former Morgan Stanley chairman decided to go to Australian firm Blake Dawson’s Indonesian office, citing increasing transactional activity in the region and the chance for new challenges, as the reasons behind his move.

Why hot: Being in a similar position to Clifford Chance’s Chris Wyman (above), Parthasarathy, a capital markets partner, will be charged with strengthening relations with ‘best-friend’ firm Trilegal. He relocated from the Singapore office to Mumbai earlier this month.

Why hot: Li has been touted as the very model of a modern-day lawyer.

A networker without peer, he will tap resources at his previous post at Morgan Stanley to drive the firm’s burgeoning capital markets practice to new heights. Certainly he is one to watch as Hong Kong’s equity markets spring back to life.

www.legalbusinessonline.com

Why hot: Jiang Zhipei, the former chief justice of the IPR Tribunal of Beijing’s Supreme People’s Court, has decided to continue his legal career with Fangda Partners as senior counsel, following his retirement from the court after 18 years on the bench. Jiang is one of the most distinguished experts in intellectual property law. In his pursuit of a judge’s career, Jiang participated in China’s IPR law system reform and handled numerous IPR cases.

Name: Martin Hu Title: Founding and managing partner Firm: Martin Hu & Partners Location: Shanghai Why hot: Martin Hu left Boss & Young, which he founded in 1999 with other partners, to start anew.

Determined to build a local firm with international management structures producing a consistently high standard and quality legal services, Hu created the boutique firm that bears his name. Most of his clients followed him, as he is an experienced and reputable lawyer providing corporate and M&A legal services to multinational clients.

Name: Rajeev Duggal Title: Partner Firm/Company: Skadden Location: Singapore Why hot: In another high profile lateral hire, former Citi lawyer Duggal rejoined the firm he left to take up his in-house posting. He will work as the assistant general counsel and deputy co-head for Citi’s M&A legal department and the MD and GC for the Asia pacific of all of Citi’s retail businesses.

51

THE STATESMEN

FEATURE | Hot 100 >>

52

Displaying gusto, gravitas and a touch of charisma, these are the men and women who have made their mark by leading their firms, companies and practice groups through the global financial crisis.

Name: Toru Ishiguro Title: Partner Firm/Company: Mori Hamada & Matsumoto Location: Japan Why hot: The charismatic Ishiguro returns to our Hot 100 this year.

One of the faces of Mori Hamada’s banking and finance practice, he was a finalist for the coveted lifetime achievement award at this year’s ALB Japan Law Awards.

Ishiguro also played a large part in the firm taking home both the “M&A/corporate team of the year” and the “Japanese deal firm of the year” awards, the latter which was shared with fellow Big Four firm Anderson Mori & Tomotsune.

Name: Cyril Shroff Title: Managing partner Firm/Company: Amarchand & Mangaldas Location: India

Name: Jai Pathak Title: Asia Pacific partner-in-charge Firm/Company: Gibson, Dunn & Crutcher Location: Singapore/LA

Why hot: A very vocal opponent of the move towards Indian legal market liberalisation, Shroff made headlines this year for converting his firm – the country’s second biggest by headcount – to a full lockstep model. This change is what many in the field are heralding as the beginning of the modernisation of India’s legal services market.

Why hot: The charismatic former Jones Day partner was snatched up

by Gibson Dunn, along with three of his colleagues (Emad Khalil, John Viverito and Saptak Santra) to launch the firm’s Singapore office.

An India expert of high renown, Pathak will undoubtedly be looking to extend the firm’s footprint and has said that offices in Greater China are also on the cards.

Name: Peter Charlton Title: Asia managing partner Firm/Company: Clifford Chance Location: Hong Kong

Name: Azmi Mohd Ali Title: Managing partner Firm/Company: Azmi & Associates Location: Malaysia

Name: Vincent Connor Title: Head of Asia Pacific/ Hong Kong Firm/Company: Pinsent Masons Location: Hong Kong

Name: Poh Lee Tan Title: Asia Pacific regional chairman Firm/Company: Baker & McKenzie Location: Hong Kong

Name: Huen Wong Title: Hong Kong managing partner Firm/Company: Fried Frank Location: Hong Kong

Why hot: Anointed as the magic circle giant’s new Asia MP last year, Charlton is faced with the task of seeing the world’s biggest law firm through the downturn. He has made inroads into the closed Indian legal services market in 2008, with the announcement of a ‘best-friends’ relationship with Indian firm AZB & Partners.

Why hot: Ali has grown his firm steadily this past year with new work and international appointments, and is now one of the region’s leading firms specialising in Islamic finance.

One of the few Malaysian lawyers to be on the record for liberalisation of the country’s legal market, Azmi says it will lift standards across the board and will see his firm “emerge tougher and more creative” as a result.

Why hot: After making the bold move from Scotland to China in 2007, Connor took up the top post as Asia Pacific head of operations. Under his rein the firm has grown from 40 lawyers to 65 today, recently sealing an alliance with Salans. This will give Pinsent’s unprecedented access to the lucrative Eastern European markets.

Why hot: In November 2008 Tan was elevated to the coveted position as Baker & McKenzie’s chairman of Asia-Pacific operations, after a threeyear stint on the firm’s executive committee. Tan is certainly one to watch as she goes about building the already well-known brand in Asia.

Keep an eye on the firm as one of the first into the soon-to-be liberalising legal markets in India and Korea.

Why hot: The Hong Kong managing partner of Fried Frank, Wong was elected by his peers as the president of the Law Society of Hong Kong.

Name: Hiroo Atsumi Title: Managing Partner Firm/Company: Atsumi & Partners Location: Japan

Name: Som Mandal Title: Managing partner Firm/Company: FoxMandal Little Location: India

Name: Rajiv Luthra Title: Managing partner Firm/Company: Luthra & Luthra Location: India

Why hot: As a nominee for the prestigious lifetime achievement award at this year’s ALB Japan Law Awards, Atsumi leads what is considered to be one of the most promising domestic law firms in Japan. The firm has a corporate practice that is hot on the heels of the more established firms in Japan.

Why hot: A year after launching the business in London, Mandal is now focusing his efforts on the LPO market. FoxMandal’s outsourcing division has grown rapidly over the past twelve months and it aims to capture more of the market in the West, as more clients face credit squeezes.

Why hot: While firms in the US are doing the opposite, under Luthra’s management the Indian firm has received kudos for paying bonuses and increasing salaries. The firm is also looking to introduce a lockstep system this year, and topped the legal advisory leader board for project finance deals closed in the first half of 2009.

Name: Paul Mitchard QC Title: Head of Europe and Asia arbitration and litigation Firm/Company: Skadden Location: Hong Kong Why hot: Although Mitchard was not the first to transfer from London to Hong Kong this year, the move was by far the most high-profile.

Relocated to launch the firm’s arbitration and dispute resolution practice in the region and signal its commitment to Asia, Mitchard’s appointment is sure to have a seismic effect on the complexion of Hong Kong’s ADR market. Watch out for the usually conservative firm to dip into the lateral hire market over the coming months.

Asian Legal Business ISSUE 9.9

FEATURE | Hot 100 >>

Name: Wang Zhongde Title: Managing partner Firm: Dacheng Location: Beijing

Name: Lv Hongbing Title: Chief executive partner Firm: Grandall Legal Group Location: Shanghai

Name: Wang Ling Title: Managing partner Firm: King & Wood Location: Beijing

Name: Rafael Morales Title: Partner Firm/Company: SyCip Salazar Hernandez & Gatmaitan Location: Philippines

Why hot: Zhang Xuebing has been appointed as president of the Beijing Lawyers Association, replacing Li Dajin who stepped down at the end of his three year term. Zhang will leverage his experience managing one of the country’s largest law firms.

The Beijing Bar Association is the country’s largest bar association, with over 18,600 members.

Why hot: Hongbing hasn’t had much time to rest after he stepped down as the president of the Shanghai Lawyers Association in April 2008, raising its profile domestically and internationally. He was appointed vice president of the All China Lawyers Association six months later, which will strengthen the capacity of the nation’s legal professions across the board.

Why hot: With King & Wood continuing to cement its position as a leading PRC firm, Wang Ling keeps playing a pivotal role.

In what has turned out to be a very challenging year for most international firms, King & Wood has established a New York office and completed the merger with its long-time Hong Kong associate firm, Arculli Fong & Ng.

Why hot: As the immediate past president of the Inter-Pacific Bar Association, Morales is considered one of the ‘go-to’ lawyers for projects, infrastructure and M&A work in the Philippines. The firm’s M&A team acted as Philippine counsel for the GMR-Intergen financing and acquisition, recognised in the SE Asian deal of the year at this year’s ALB SE Asia Law Awards.

Name: Connie Carnabuci Title: IP/IT practice head Firm/Company: Freshfields Location: Hong Kong

Name: Rupert Li Title: Partner Firm/Company: Clifford Chance Location: Beijing

Why hot: Arguably one of the region’s busiest intellectual property lawyers, Carnabucci has developed one the region’s leading IP practices. Her work includes advising clients such as Alibaba. com and Bally, and more recently on the intellectual property aspects of the MAN Group-Sinotruk acquisition.

Why hot: There’s arguably no bigger name in Asian dealmaking than Rupert Li. He was Clifford Chance’s lead lawyer advising China Development Bank for the financing of Chinalco’s $21bn bid for the failed acquisition of a stake in Rio Tinto, among other high profile deals. Li’s expertise earnt him a nomination as a finalists in ALB China’s International dealmaker of the year award.

THE EXPERTS

Name: Zhang Xuebing Title: Managing partner Firm: Zhong Lun Law Firm Location: Beijing

Why hot: The vision that Wang Zhongde has for Dacheng Law Office is gradually becoming a reality, just as he has planned. This year, Dacheng has – for the first time – taken over King & Wood to become the country’s largest law firm by headcount. It is now also the largest firm in Asia with more than 830 lawyers across 28 offices.

Dacheng’s expansion overseas marks the firm entering into a new phrase. So far this year, the firm has opened four offices in Taiwan, Singapore, Paris and Los Angles, and has formed new strategic alliances with other foreign firms.

In the near future, Dacheng plans to expand its global reach further by adding additional offices in New York and other parts of the US, and continue to pursue its goal of becoming a leading home-grown global law firm.

Technically brilliant and encompassing superior legal skills in existing and emerging areas, these are the lawyers who have operated at the vanguard of change in the profession

Name: Philippa Stone Title: Partner, co-head – equity capital markets Firm/Company: Freehills Location: Australia Why hot: Crowned as the ALB Australasian Law Awards ‘Australian dealmaker of the year’ for 2009, Stone has advised on some of the hottest deals of the year, including the US$15bn Rio Tinto rights issue, She has helped cement the firm’s position at the top of the M&A leader boards throughout the year. Stone also manages the equity capital markets team at Freehills, which jointly won the ‘ECM deal of the year’ at the same awards ceremony.

Name: Pattie Walsh Title: Head of Asia employment Firm/Company: DLA Piper Location: Hong Kong

Name: David Bateson Title: Partner Firm/Company: Mallesons Stephen Jaques Location: Hong Kong

Name: Peter Hodgins Title: Partner Firm/Company: Clyde & Co Location: Dubai

Why hot: It was some long-overdue good news for DLA Piper in Asia when it announced the hire of Pattie Walsh to head up its China employment practice. Widely regarded as one of the best, if not the best, employment law practitioners in the region, Walsh also brought her associate, Alison Smith, along with her to DLA.

Why hot: Bateson leads one of the firm’s multi-award winning building and construction teams in Hong Kong. While he is considered a ‘go-to’ lawyer for disputes, Bateson is quickly building a high profile in other areas, namely international arbitration, where he, along with fellow partner Paul Starr, are said to be the nucleus of a formidable team.

Why hot: The Islamic insurance specialist was the mastermind behind the alliance with Al Bosaily in Riyadh. While this is a niche area, it remains an extremely profitable part of the practice. As a former DLA Piper lawyer who worked with Al Bosaily, Hodgins was instrumental in sealing the firms’ affiliation.

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Name: Xu Jiali Title: Founding and managing partner Firm: Longan Location: Beijing Why hot: Xu Jiali has gained a reputation as one of China’s best IP practitioners, through his handling of a wide range of patent, trademark, and copyright cases.

Xu, who heads the firm’s IP practice group, is the first postdoctoral scholar in IP law in China and the only doctoral instructor to date.

He has been involved in many landmark cases – three which were selected as the 100 typical IPR cases since China’s reform and opening up, by the Supreme People’s Court in 2009.

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FEATURE | Hot 100 >>

Name: Yao Jun Title: Chief legal officer Firm/Company: Ping An Insurance Location: Shenzhen

Name: Nick Norris Title: Partner Firm/Company: Skadden Location: Hong Kong

Name: Xu Shouchun Title: Senior partner Firm: V&T Location: Beijing

Name: Malcolm Moller Title: Managing partner Firm/Company: Appleby Location: Mauritius

Name: Jimmy Yim Title: Managing Director of litigation & dispute resolution Firm/Company: Drew & Napier Location: Singapore

Why hot: In a year where global M&A volumes have plunged, Norris has stood out. He was the firm’s lead partner on deals such as Coca Cola’s proposed US$2.5 bn takeover of China Huiyuan and the US$1.9bn privatisation of PCCW Ltd. Norris is this year’s winner of the ALB SE Asia Law Awards insolvency & restructuring Deal of the Year, for the Nomura-Lehman Brothers (Asia) acquisition.

Why hot: As a highly regarded lawyer for capital markets and securities matters, he has advised on a large number IPOs, listings, share placements, restructurings and transfers of Chinese companies at home and abroad. Xu was appointed to the first issuance examination committee for the newly launched Shenzhen Growth Enterprise Board by the China Securities Regulatory Commission.

Why hot: With Mauritius remaining the most favoured onward-offshore destination for investment into India and Africa, there is sure to be a rush to the tropical island in the near future as India relaxes its foreign investment rules.

Appleby, under Moller’s leadership, seems to have this market cornered at the moment, with its nearest rival on the island, Conyers, still some way off, according to industry experts.

Why hot: Yim leads a legal team at Drew & Napier that reclaimed the ALB award for ‘International arbitration law firm of the year’ and for the sixth straight year, the ‘Commercial litigation firm of the year’. His success representing multi-million dollar corporate clients over the years is widely noted in the industry.

Why hot: Yao Jun, the former partner of Commerce & Finance Law Offices, is regarded as a high achiever and exemplary of the in-house legal profession. With his outstanding technical skills, business understanding and industry experience, Jun has assisted Ping An Insurance in pursuing its growth strategies and controlling its risks domestically and internationally. He was appointed secretary of the board in October 2008, and continues to serve as the head of legal.

Name: Akiko Kimura Title: Partner Firm/Company: Anderson, Mori & Tomotsune Location: Japan Why hot: Winner of the ‘Japanese deal maker of the year’ award at this year’s ALB Japan Law Awards, Kimura is widely considered the first stop at the firm for mega-deals.

He was the lead partner on both Mitsubishi UFJ’s mega global offering, and joint lead counsel on Kyocera’s JPY43.7bn acquisition of Sanyo’s mobile phone business.

Name: Joseph Bevash Title: Hong Kong managing partner Firm/Company: Latham & Watkins Location: Hong Kong

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Name: Paul Ng Title: Global head of aviation Firm/Company: Stephenson Harwood Location: Singapore

Name: Jeanette Chan Title: Partner Firm/Company: Paul Weiss Location: Hong Kong

Name: Oliver Agha Title: Joint managing partner Firm/Company: Agha & Shamsi Location: Abu Dhabi

Name: Nick Gall Title: Partner Firm/Company: Gall & Lane Location: Hong Kong

Why hot: Stephenson Harwood pulled off one of the most highprofile lateral hires this year, after snaring asset finance specialist Paul Ng from Freshfields to lead its global aviation practice. Known as the ‘low-cost carrier king’, because he is said to be the counsel of choice for low cost carriers like AirAsia and LionAir, watch for Ng to build a market-leading practice.

Why hot: As the ‘go-to’ lawyer for anything TMT, IT and private equity-related in Greater China, Chan and her fellow partner Jack Lange lead one of the strongest M&A outfits in the region. Chan and the firm are noted for their expert carriage of the most complex deals – for example, the US$1.13bn Ericsson – Nortel assets acquisition.

Why hot: Agha made the headlines earlier this year for leaving his high-profile position as head of DLA Piper’s global Islamic finance practice, to launch his own firm.

Agha & Shamsi is believed to be the world’s first Shariah-law compliant legal practice.

Why hot: Gall parted ways with fellow founding partner of Laracy Gall, Damien Laracy, earlier this year, to go an establish Gall & Lane and the timing, it seems couldn’t be better. Dispute levels across the region have seen a marked increase. The firm’s alliance with White & Case is designed to pick up the work emanating out of the expected storm of insolvencies.

Name: John Chrisman Title: Australia and India practice head Firm/Company: Dorsey & Whitney Location: Australia

Name: Theodore Paradise Title: Partner Firm/Company: Davis Polk Location: Japan

Why hot: Chrisman heads the newly launched Sydney office of US firm Dorsey & Whitney and is considered an expert on the subcontinent. The idea of an office in Australia to target Asia is all part of the plan, says Chrisman, and we’re all watching to see just how fruitful it will be.

Why hot: Winner of the ‘International dealmaker of the year’ at this year’s ALB Japan Law Awards, Paradise was the firm’s lead partner on deals like Visa’s IPO, Sumitomo Mitsui Financial Group Perpetual Preferred Securities Offering. Recently advised on Citi’s sale of its Nikko Asset Management Business to Sumitomo.

Name: Charles Duan Title: Founder and managing Firm: Duan and Duan Law Firm Location: Shanghai

Why hot: Shanghai’s renowned lawyer, Charles Duan, has made international headlines for his involvement in the high-profile Rio Tinto bribery case. He will represent Australian citizen Stern Hu, general manager of the Rio Tinto sales team in Shanghai, before the court, defending him against allegations of illegally obtaining commercial secrets and receiving bribes from officials.

This is a case that has raised tensions between Australia and China.

Why hot: The firm’s Hong Kong managing partner and head of its project finance practice in Asia, Bevash has advised on a number of high-profile deals, all of which are noted for their complexity and sophistication. The ALB ‘Singapore M&A deal of the year’ award for Lion Power Holdings-Senoko Power financing & acquisition, is one example of his work.

Name: Michael Han Title: Co-head of China ACT practice Firm: Freshfields Location: Beijing Why hot: Michael Han, a newly promoted partner based in Beijing, is now co-heading the firm’s China antitrust, competition and trade practice (ACT) with partner Nicholas French in Beijing and partner Connie Carnabuci in Hong Kong. Before joining the firm, Han worked with the Ministry of Foreign Trade and Economic Cooperation (now the Ministry of Commerce). He has extensive expertise in the competition and regulatory aspects of China-related FDI and crossborder M&A transactions.

Name: Andrew Lim Title: Co-head of corporate M&A Firm/Company: Allen & Gledhill Location: Singapore Why hot: Lim is one of Singapore’s top tier M&A advisors, having accepted the firm’s ‘Singapore deal firm of the year’ award at the ALB SE Law Awards this year. Lim has worked on such high-profile deals as the US$1bn acquisition by PetroChina of the Singapore Petroleum Company, among others.

Asian Legal Business ISSUE 9.9

Shining lights

FEATURE | Hot 100 >>

These practitioners have distinguished themselves in a particular field of expertise – whether it be as a forerunner in a particular legal arena, holding a significant appointment or serving the interests of the public and community

Name: Zhu Xiangyang Title: Lawyer Firm: Lantai Location: Beijing

Name: Ahmad Kusayer Title: Director of Middle East Firm: Zhonglun W & D Law Firm Location: Beijing/Riyadh

Name: Li Changqing Title: Lawyer Firm: George Wu & Partners Location: Beijing

Name: Yan Yiming Tile: Founder and managing partner Firm: Yan Yimin Law Firm Location: Shanghai

Why hot: Zhu Xiangyang has become the first Taiwan resident permitted to practise law on the mainland, following the Ministry of Justice’s April 2008 announcement allowing Taiwan residents to sit the mainland judicial exam and become PRC-qualified lawyers.

As a regulatory requirement, he can be granted a certificate to be an officially PRC-qualified lawyer, after taking a one-year internship in a law firm. Zhu is currently working as a trainee lawyer in Beijing’s Lantai Law Firm.

Why hot: Ahmad Kusayer has played a key role in the establishment of Zhonglun W&D’s Middle East practice group and the branch office in Riyadh, the capital city of Saudi Arabia. He manages the development of the Riyadh office and the firm’s Middle East practice group, which provide legal services to both Chinese clients doing business in the Middle East, and clients from the Middle East investing in China.

Zhonglun W&D is the first PRC firm to successfulyl establish a presence in the Middle East region.

Why hot: Li Changqing is one of the first lawyers to test the country’s new Anti-Monopoly Law for issues relating to abuse of dominant market position. He represented Tangshan Renren Information Services in a court case against internet search giant Baidu for alleged antitrust violations. Although a verdict is yet to be handed down by the court, the case is heralded as one of the earliest high-profile antitrust private litigation matters run in the country.

Why hot: Yan Yiming, a Shanghai lawyer well-known for his expertise in securities law and his track record of taking on public-interest cases, has again raised his profile internationally. Shortly after the government announced its CNY4tr stimulus plan, Yan made requests with the Ministry of Finance and NDRC to make public the detailed expenditure of the hefty stimulus package. His reasons were public concern with possible fund misuse, corruption and the effect on macroeconomic control.

Name: Gary Locke Title: Secretary of Commerce of the United States Location: Washington, D.C. Why hot: Gary Locke, the former co-chair of the China practice at US firm Davis Wright Tremaine (DWT), has returned to public service as the Secretary of the Department of Commerce of the United States. Locke joined DWT in 2005 after two successful terms as the Governor of the State of Washington. His leadership of the firm’s China practice has been instrumental to DWT’s growth and success in the region.

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ALB ASIAN LEGAL BUSINESS

ASIAN LEGAL BUSINESS

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Asian Legal Business ISSUE 9.9

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alb 2009 managing partnerS series

Peter Charlton - Clifford Chance:

The importance of being local

Clifford Chance’s Peter Charlton explains to ALB why being an international law firm means nothing unless you have that local touch

T

he global financial crisis has affected international law firms as much as any other industry.

Staff have been laid off and revenues and partner profitability figures are down. Even some big-name firms have fallen under the weight of the worst global economic slump seen since the Great Depression.

But one year on from Black September, the ‘green shoots’ of recovery appear to have grown into sturdier seedlings. Stock markets have rebounded, government stimulus packages have stirred ailing economies to life and mega-deals are starting to re-enter the pipeline.

It is Asia, with its dynamism and hunger for continued growth, that is leading global recovery. But as the world’s attention turns more and more towards the region, Charlton says that the key to emerging stronger from the crisis isn’t simply about leveraging one’s internationalism.

Rather, it is about striking the right balance between having international excellence and offering local knowledge.

Charlton shares his strategy with ALB.

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Following the storm

Appointed to his new role as Asia managing partner only six days before Lehman Brothers filed for bankruptcy, Charlton has been tracking the ensuing storm ever since.

After finishing work on Barclays’ post-bankruptcy acquisition of Lehman’s United States and European operations, he arrived in Hong Kong in November 2008.

“When I arrived my first task was to look at when the financial crisis would hit Asia and just how large an impact it would have on both the firm and its clients,” he says. “We got a fair idea of how things would unfold by the end of December to January.”

“Oddly, in many ways waiting for the crisis to reach Asia was actually more difficult to deal with than the crisis itself.” But when it did hit, its impact on all aspects of business was just as profound, Charlton explains.

“By the new year, deals – even if they were well-advanced – had been put on hold as financing dried up. No law firm escaped the turmoil and all aspects of their operations have been affected:

staffing, revenues and profits,” he says.

Putting trite clichés about the presence of opportunities in crises aside, Charlton believes that the GFC presents firms with a rare opportunity to assess issues like strategic direction.

Staying true to strategy

The key to success in Asia remains staying true to strategy and resisting the temptation to abandon Asia plans, as many international law firms have sought to do in the past.

“The upside is that crises such as these allow one to take stock of the direction in which the business in heading – people may come out a little worse for wear but certainly all the wiser,” Charlton says.

‘Wiser’ isn’t necessarily about abandoning the strategies that have worked in Asia for Clifford Chance for the best part of 30 years, but rather about ensuring they are malleable enough to adjust to, and succeed in, broader economic trends.

“We are not planning strategic u-turns or wholesale changes to our Asia strategies, but instead a 57

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“There is an inherent dynamism in Asia which won’t be shaken by financial crises and at the same time as much as business in Hong Kong, Singapore or Shanghai is becoming more international, it is also locallybased. Strategies need to be built around this fact”

recognition that the fundamentals in this part of the world remain strong,” Charlton says.

“There is an inherent dynamism in Asia which won’t be shaken by financial crises. At the same time, as much as business in Hong Kong, Singapore or Shanghai is becoming more international, it is also locallybased. Strategies need to be built around this fact.”

A strategy, it seems, which is at the heart of the firm’s expansion in the Lion city, since being one of only six foreign law firms to have been granted a Qualifying Foreign Law Practice (QFLP) license by the Singapore government in December 2008.

Partner numbers at the 30-year old office have doubled in less than 18 months. Key lateral hires across all of the corporate areas have been brought on board.

Recently dispute resolution specialist Nish Shetty joined from Clifford Chance’s former joint-law venture partner WongPartnership.

This is growth which Charlton says is by no means complete. “Our Singapore office is a classic example of how we like to operate,” says Charlton. “To take international standards and build in local excellence and relevance.”

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Best of friends

If Singapore is a perfect example of this strategy in action, so too are the firm’s activities in India and parts of southeast Asia, albeit here, owing largely to regulatory restrictions, the format is a little different.

Clifford Chance became the first of the Magic Circle firms late last year to institute a workable strategy to penetrate legal markets, where international firms are currently prohibited from establishing offices – the ‘best friends’ model.

“The ‘best-friends’ model is crucial to our expansion in Asia,” says Charlton.

“We have chosen to align ourselves with firms we feel are the best in their respective countries – countries which are of strategic importance to Clifford Chance and where our clients do a lot of business but where we cannot set up due for regulatory reasons.

“We have had longstanding relationships with leading firms in Indonesia (Mochtar Karuwin Komar), Vietnam (VILAF Hong Duc) and most recently have very quickly built an impressive partnership with leading Indian firm, AZB & Partners.

“All of these arrangements involve us sharing referrals and resources with the firms but not necessarily on

an exclusive basis. We may have more than one firm which we do this with in a particular country, and it may vary from transaction to transaction.”

What of the long-term prospects, are they forerunners to eventual mergers?

Should regulatory prohibitions be relaxed, are we likely to see Clifford Chance swallow one of its smaller friends – or a not so small friend?

Charlton deflects the question with a deliberative pause and a rueful smile, saying only that the firm has no intention of subsuming any of its current allies.

“The relationships we have with our select firms across the region have been successful so far and we expect that to continue so mergers aren’t in our plans at the moment,” he states.

“The arrangements are being wellreceived by our clients and the synergies are simply excellent.”

Asia’s powerhouse economies

India and China remain at the forefront of most international firms’ expansion plans. Clifford Chance is no different and Charlton is only too keen to reveal to ALB where the subcontinent fits into the firm’s plans.

“India remains one of the key focuses of our expansion strategy in the region Asian Legal Business ISSUE 9.9

profile | managing partner >>

and we remain hopeful that we will be able to practise in India soon, if the necessary legislation is passed by the government,” he says. “The recent election results are being seen as a favourable indicator so it could be sooner rather than later, although international firms have been waiting on this for many years.”

The emphasis is changing, says Charlton. Where transactional lawyers once talked of India as a destination for inbound investment from the US, Europe and UK, now it is talk of Asian interest in the subcontinent and Indian outbound investment that dominate discussion. “A major part of the move East we have seen over the last five or six years is more interest in India as a destination for Asian investment, and at the same time as a generator of outbound investment,” he says. “[India] has a number of large conglomerates with extremely strong balance sheets that are capable of making strategic investments or targeting distressed acquisitions.”

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According to Charlton the same can be said of China, where a marked increase in outbound investment has been a defining feature of the current economic downturn.

“China is the bright spot on the horizon for commercial practices in Asia, there is no doubt about that,” he says. “It has the potential to provide the fuel to keep engines running smoothly. Chinese companies have shown their willingness to provide leverage and strike strategic M&A deals, although the increase in outbound investment we are seeing now will not compensate completely for the global downturn.”

Aside from the standards for measuring global transactional activity like market volatility, company balance sheets, acquisition financing and capital markets, Charlton says that the political imperatives weighing on Chinese acquisitions also have the potential to affect deal flow there.

“All things being equal, China investments often have political

elements which create a different dynamic,” he states.

“When economies slow, there is more attention paid to domestic issues, and protectionist sentiments tend to become prevalent as a result.”

While he stops short of predicting any Harley-Smoot type reactions in China, Charlton does say that current attitudes are likely to affect fresh investment. “The tensions between protecting domestic industry and encouraging foreign investment are being played out in China now, and for that matter in emerging economies throughout the region,” he says.

“Having said this, there is a recognition of the need to encourage investment where investment is needed while limiting exposure to the West.

The consequence is that we may well see a situation where only low-key investments go through and highprofile investments are put on hold for calmer times…”

“But these calmer times are closer then we may think.” ALB

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In-house perspective

Steven Yeo, Citi:

Nuts and bolts

Steven Yeo, general counsel of Citi’s Corporate & Commercial Bank and Global Transaction Services in Asia, shares the challenges of being the legal head of one of Citi’s fastest-growing businesses

W

here many in-house lawyers cite shrinking teams, slashed legal budgets and a slowdown of business as dominant pressures acting on them during the global financial crisis, Steven Yeo, who is a managing director of Citi’s Institutional Clients Group, tells a different story.

For him and his team at Citi, growth – by all measures – is occurring at a rate of knots, but it helps, as Yeo concedes, to be the legal head of two of Citi’s fastest growing businesses, its Global Transactions Services unit (GTS) and its Corporate and Commercial Bank for Asia Pacific.

“The roles I play are multifarious,” Yeo says, “across some 18 jurisdictions in Asia but can generally be categorised into product-focused groups and customer-focused groups.”

While the important role played by Citi’s Global Banking business, (which is part of the bank’s Institutional Clients group) will be familiar even to those outside the legal and financial services industries across Asia Pacific region, the role played by GTS is perhaps less well known.

That doesn’t mean it is any less important. As Yeo is quick to point out, GTS handles a significant proportion of worldwide cross-border deals.

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It is one of Citi’s fastest growing businesses; an industry recently estimated to be worth a staggering US$480bn globally. Citi breaks out its GTS revenues and in the second quarter of 2009 Asia Pacific churned out revenues of over US$600m, with net income of US$293m.

“GTS has quickly developed into one of the most important areas within Citi,” Yeo says. “It’s now a global industry and a global business for Citi, and one in which few others can match Citi’s unique combination of expertise and [our] global footprint.”

The statistics indicate why. Citi’s GTS unit holds over US$276bn in average liability balances, over US$12.8tr in assets under custody and is responsible for over US$3tr in worldwide transactions daily.

Put another way, GTS is at the heart of global market flows in over 100 countries across the world in which the bank operates in.

“GTS can essentially be broken into three very broad areas: cash management, trade finance/trade services and securities and funds services,” Yeo explains. “Between them they cater for everything in treasury and trade solutions and securities and funds services to corporations, financial institutions and public sectors”.

The breadth of clients and jurisdictions that are supported by the award-winning services the GTS unit provides is simply astounding, Yeo says.

(In 2008, GTS won over 640 global and regional industry awards) “GTS provides a broad spectrum of services; be it supply chain financing, trade services, dealing with export credit agencies, cheque clearances, working with treasury and investment management, improving liquidity/ working capital management, payables and receivables services, depository receipts, corporate agency and trust or custody, clearing and funds administration,” he says.

“We are there from the start to finish of transactions, from getting the money in, to getting the money out.”

“In a nutshell, GTS is the nuts and bolts of banking; it isn’t simply a Citi business, it is Citi’s business.

Finding the right mix

With the growing importance and size of gobal transactional services, it comes as something of a surprise to learn that Citi’s legal unit is comparatively small. Yet the bank is in the somewhat enviable position of being able to tap a wealth of internal (and external) resources on the ground throughout the Asia Pacific region.

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“Our Asia GTS legal team may only be six-strong but we have access to a legal team across Asia and other regions that is larger than most domestic law firms, so size isn’t an issue for us,” Yeo says. The reason for the comparatively small size of the team is governed more by the specialist skill-set required to work on GTS matters, rather than anything else – though there are plans for growth.

“Every deal we work on requires a skill-set and set of experiences that is rarely found [in] ready-made in law firms, though much to our delight we are beginning to see a couple of law firms gearing up for GTS-specific matters,” Yeo says. “A broad and diverse background helps, though that is not necessarily mandatory. Of our current team two originally came from a debt capital market background, two from structured finance and one each from treasury and securities. A team of this composition took time to build, especially with the cross-training that is necessary, given the diverse and multi-disciplinary spectrum of work covered.”

While true experts may be difficult to find, they are a little easier to mould. “I’m of the opinion that most good corporate finance or securities lawyers who possess excellent technical abilities and knowledge of the market can be trained as GTS lawyers, but it is not always an easy fit,” Yeo explains.

“One thing that no amount of training can teach is how to achieve a deep understanding of their business and their clients, such that interactions are seamless. This is something only experience and a feel for the business can teach you.”

It is no surprise that Citi’s GTS legal team try to handle as much work possible in-house. Where other in-house lawyers may cite the financial crisis, and the role it has played in shrinking budgets for external legal spend, as the major reason behind why they are keeping more work, for Yeo it’s all about specialisation.

“We are certainly handling more work in-house, but it’s not really related to the financial crisis,” he says. “There are simply areas where (and many experienced private practice lawyers acknowledge this) we have developed skills they do not necessarily have.

Many don’t know the commercial and operational nuts and bolts like we do.”

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►► Citi’s Global Transactional Services

• Provides integrated treasury and trade solutions and securities and funds services to national and multinational corporations, financial institutions and the public sector around the world • Participates in the development of clearing, settlement and depository facilities in numerous emerging countries • Provides strategic advice on industry issues such as local securities markets, emerging markets, clearing & settlement risks, maximising receivables and payment processes, securities infrastructure and technology integration

►►Citi’s Global Transactional Services statistics

• • • •

Over US$276bn in average liability balances Over US$12.8trn in assets under custody Over US$3trn in worldwide transactions daily Serves 96% of the world's Fortune 500 companies

This also crosses over to engaging law firms, as some of the key external counsel favoured by GTS have around two decades of dealings with GTS and its predecessor businesses.

Venturing outside

However, where Yeo does engage the services of outside legal counsel, he is clear about what is at the top of his list – commercially-oriented advice.

Citi was among a few mega-financial institutions to study in detail the way it uses outside counsel; seeking to analyse the matters where the bank most frequently used external lawyers, how effective these providers were in helping the company meet its commercial and legal aims, in addition to measuring their cost-effectiveness. The report concluded that all indicators could be improved if Citi “formalised” relations with key external firms and lawyers.

“The way we interact with external legal advisors has changed,” Yeo says.

“A long time ago things were a little disparate. I’m sure there was a stage where we could probably have claimed to have used every significant law firm for one matter or another, but now things are much more streamlined.”

Yeo does have a legal panel, but he also has a number of specific “go-to” firms for particular matters. “The way we select outside counsel is now more streamlined – for the simple reason that we want to tap relevant expertise within the firms we know and who know us,” he says. “We want to build up a rapport, an understanding with them of what we require.”

Yeo points to the increasing size

Magic Circle or Wall Street firms are not automatic selections for deals just because of their name or their brand

of law firms and departments as a hurdle rather than an advantage in this regard. “The problem is that law firms are becoming so big nowadays that even if we educate someone about our policies, on the next deal it may not be the same person or even the same team. We put a lot of thought into who will be running our deal at the firm.”

While Yeo says that he is more likely to go to a particular lawyer for a deal, rather than just a firm, his expectations are simple. Don’t re-invent the wheel (or should that be the deal).

“If I go to someone it is because I feel they have the relevant expertise and experience. Having said that, there may be occasions where that person will need advice on particular aspects of the transaction,” Yeo says.

“Here, I expect them to consult within the firm to find the skills needed. We shouldn’t be required to pay external lawyers to reinvent the deal or do the research all over again.

Yeo wouldn’t name whose help he seeks out the most, except to say that a few may be surprised by his policy on selecting outside counsel. “Magic Circle or Wall Street firms are not automatic selections for deals just because of their name or their brand,” he says.

“We seek advice from law firms across Asia – and in other regions – when we need their expertise and their experience is relevant to the deal.”

The markets

As stock markets across the region begin to rally and rebound, Yeo is optimistic about the economic outlook in Asia. He believes that one of the Asian Legal Business ISSUE 9.9

Feature | interview >>

lessons to be learned from the financial crisis, is that Asian economies can no longer continue to rely on one market within or out of the region as their sole source of growth.

“What is certain is that a lot of Asian countries still remember the scare of the Asian financial crisis… and what that crisis taught them, and this has been borne out by the current crisis.”

“In particular, for the smaller economies in Asia, you can’t rely on one market in a drive for growth.”

This won’t necessarily serve as a catalyst for the outbound expansion that many are predicting, Yeo says. With the temptations of remaining isolationist and protectionist ever-present, the probable focus for many Asian companies will instead turn to shoring up their own operations, in an effort to restore robust health to their balance sheets.

He adds that many companies have largely deleveraged since the crisis, and balance sheets across the region are some of the strongest globally. “Companies will continue to tidy up their own house as a precursor to expansion,” he says.

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“But it’s wrong to suggest that this is a mere function of the financial crisis, it could vary from company to company. Many are seeing now a perfect opportunity to concentrate on improving things internally, to set themselves up for more expansive growth opportunities when stability returns to the markets.”

“This is especially the case for the financial sector,” he says. It’s a suitable foil for many of GTS’ award-winning expertise, such as maximising or improving liquidity management and custodial and funds administration.

Underlining the growth opportunities, in the first half, Asia Pacific companies raised a record amount from capital markets. Citi helped its clients raise over US$85bn, ensuring a busy first half for the bank’s transaction legal teams.

Bank issuance included several rights issue from regional banks.

Yeo stops short on predicting any large-scale consolidation in Asia’s banking sector, saying that the focus for the financial institutions across the board is on reducing their ‘stress’.

Recent stress testing of the US’s top

banks revealed that they would need to raise more than $US80bn to survive the financial crisis – most have raised more. Citi has completed its securities exchange and now has one of the strongest Tier 1 ratios and tangible common equity ratios in the industry.

Many have tipped that should similar stress tests be carried out here, the region’s banks would be given a clean bill of health. But Yeo says improvements are needed in some areas.

“The banks in this part of the world are not necessarily stronger than those in Europe or the United States, just because most were not all that exposed to the sub-prime mortgages. What the downturn as a whole has raised again is the issue of transparency – the need for financial institutions to be clearer in their reporting and practices.

Asia is too diverse for just one solution,” Yeo says. “There is no single common standard for this across all countries. The whole process needs to recognise each country is different, at varying levels of development and with different laws and accounting rules and regulations.” ALB

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CHINA 09 Continuous Revolution 64

Asian Legal Business ISSUE 9.9

ALB special report | China 09 >>

A

s western markets went into freefall a year ago with company collapses and banks going bust, Asia – particularly China – was being viewed as the brightest light in an otherwise overcast economic sky. Top-line economic growth exceeded even the ‘conservative’ 6% that was predicted by the World Bank.

It’s not difficult to see why, with a host of local companies having the wherewithal, risk appetite and capital to strike overseas and domestic deals.

The country’s recent stellar economic performance (or for that matter, over the past 30 years) shouldn’t obscure an important emerging reality. As far as China has come, it still has much further to go. And lawyers will have a central role to play.

Whereas in the past it was relatively easy to draw a distinction between the roles of international and domestic lawyers, the last six months have shaken up the complexion of the legal services market. The impulse to grow, while never abating in China’s expansionary domestic law firms, has been thrown into overdrive by the financial crisis.

Headcounts have swelled exponentially, offices have been opened at break-neck speed and domestic law firms are fast attaining a quality some thought was the exclusive province of international firms.

China’s firms have racked up the lead roles on securities deals and mega-M&A transactions and snared the international clientele to prove it. There is a seismic shift underway in the legal services market – a continuous revolution – and it’s seeing local firms become international.

State of the market

The complexion of the legal services market over the past year was in many ways a carbon copy of that seen elsewhere in the region. Inbound M&A volumes dried up, securities and capital markets work disappeared (seemingly overnight)and the megadeals were replaced instead by a trickle of less frequent but large ‘strategic’ outbound investments.

Work in counter-cyclical areas such as dispute resolution, insolvency and restructuring came into its own.

In other places there was little hope for a speedy recovery; in China, it was only a matter of months until things returned to normal. www.legalbusinessonline.com

If recent activity is anything to go by, the Chinese market has bottomed out and is on the upswing. Deals of all sizes are again flowing freely and securities work such as A-share listings and red-chip offerings are back. Boards are lighting up as deals such as CSCEC’s US$6.2bn offering, Zhongwang’s US$2bn IPO, 361 Degrees and BaWang push through. It will only become busier, according to lawyers ALB interviewed.

“In late 2008 and in the first quarter of 2009, there was talk of China leading economic resurgence and it has,” says David Liu, a partner with Jun He. “On the transactional David Liu, Jun He side things were slow, but even then we could sense clients were positioning themselves … there was a feeling that the market wouldn’t be down for long and for lawyers there was a need to be patient, to wait for the market to bottom out. Judging from what we have seen over the last few months, we are now at that stage.”

Outbound M&A – rather than inbound volumes – has been at the centre of this rebound. This is shown by deals such as Chinalco’s quest for a US$19bn stake in Rio Tinto, Yangzhou’s acquisition of Australian miner Felix Resources and CCB’s acquisition of IAG’s consumer credit business in Hong Kong.

But whether the outbound activity will continue once the markets return to ‘normal’ and inbound activity picks up is another story. “[The move] away from inbound investment to outbound investments is understandable, due to problems

in other parts of the world … but we think it will come back,” says Peter Charlton, Clifford Chance’s foreign legal consultant in the Hong Kong office.

Peter Charlton, “We do think that Asia, Clifford Chance particularly China, is still on the radar as an opportunity for international investors, but its difficult to predict when significant inbound work will pick up.”

These will be changes that are sure to present local practitioners with a number of challenges in the months ahead.

Just as global economic slowdowns affect macroeconomic change, so too do they cause paradigm shifts to things such as the business development strategies of law firms and the fabric of the legal market itself. Such changes will ensure that practicing law in a legal market in recovery will be a markedly different proposition from practicing law in the good times.

Changes are good

Even the most cursory glance at the empirical data offers an indication of how the domestic legal market has shifted since the onset of the financial crisis.In just over 12 months, most of the country’s leading domestic law firms have grown, at rates unimaginable elsewhere.

Dacheng increased its headcount by just under 300 – it is now unrivalled as the country’s largest firm by numbers, with 835 lawyers.

King & Wood increased its staff count by 150, DeHeng by 270, Grandall and Allbright by nearly 50.

►► China’s largest domestic law firms Rank 1 2 3 4 5

Firm Dacheng King & Wood DeHeng Grandall Jun He

Total lawyers and partners 835 800 675 419 338

Managing partner Wang Zhongde Wang Ling/Wang Junfeng Wang Li Multiple Xiao Wei

Offices 28 16 14 10 7 Source: ALB 50

►► 2. China’s largest international law firms Rank 1 2 3 equal 4 equal 4

Firm Baker & McKenzie Freshfields Gide Loyrette Nouel DLA Piper Jones Day

Total lawyers and partners Managing partner 98 David Fleming 60 Teresa Ko 55 Han Qimeng, Yan Lan 54 Roy Chan, Liu Wei 54 Winston Zhao, Peter Wang

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ALB special report | China 09 >>

Just as these firms’ lawyer numbers have grown, so too has their regional and international footprint. Dacheng now has over 28 offices, four internationally, which is 13 more than in 2008, DeHeng has opened four additional offices and King & Wood has opened three, including its much-publicised New York office.

(It should be noted that in addition, Jun He, Shanghai-based firm Richard Wang & Co and Shenzhen-based firms Guanghe and Shujin also have a United States presence).

Is this slightly counter-intuitive in an environment where some of these firms’ international counterparts have downsized – or are actively looking to pare back their operations? Zhang Yi, a partner with King & Wood and head of the firm’s Shanghai operations, doesn’t think so. He says that it’s not always accurate to compare international and domestic firms on this point, as growth for local firms is often motivated by a different set of concerns.

“The local legal industry is still developing so it’s no surprise to see that many are still focusing their attention on achieving growth,” Zhang says.

“The size of the firm is Zhang Yi, important as the deals King & Wood that happen here, both inbound and outbound, are extremely complex and often require teams of lawyers. Firms that do not have the critical mass simply can’t compete. It’s a different proposition for international firms as they have access to lawyers in

• Securities and Capital Markets • Banking and Finance • Competition/Antitrust • Bankruptcy • Dispute Resolution

countless branch offices.”

Cover all areas

Nevertheless, it’s not necessarily about having offices scattered across the world. King & Wood’s and Jun He’s global visions notwithstanding, sometimes it’s about having people on the ground across China itself, which is equally as important.

The past year has been a watershed in this regard. Strategic change was governed not only by the concerns of organic growth but by fundamental demographic shifts in Chinese society and that of clients.

Where in the past the growth of law firms was more or less solely dependant on the events transpiring in the powerhouse economies of Beijing and Shanghai (and to a lesser extent, Guangzhou) now many other fastgrowing ‘second-tier’ cities are being mentioned in the same breath.

Places like Chengdu, Tianjin, Qingdao, Jinan Fuzhou and Xiamen, together with the Bohai Rim and Western regions, are among the most exciting prospects for growth. ALB finds many domestic law firms busy planning growth strategies around these locations as the story of China’s miracle starts to spread inland.

“Beijing and Shanghai play a positive role as the economic powerhouses of the country … due to their special locations and statures,” says Charles Guan, a partner Charles Guan, Grandall with Grandall.“[But]

some cities in the central and western regions of China as well as cities in the west-bank economic regions will also benefit on the growth of law firms.”

However, the more developed regions such as the Pearl and Yangtze River Deltas also continue to provide highend, quality legal work and ample opportunities for the growth of legal practices.

“The Yangtze River Delta region is

• Insurance • Corporate and M&A • Real Estate • Infrastructure and project finance

• International Trade • Intellectual Property • General Business Law • Shipping & Marine

Beijing Shanghai Shenzhen Hangzhou Guangzhou Kunming Tianjin Chengdu Ningbo Fuzhou HongKong 66

Asian Legal Business ISSUE 9.9

ALB special report | China 09 >>

crucial to our development, and I would imagine that of our competitors,” says King & Wood’s Zhang. “It is home to a new class of wealth creator and entrepreneur and the region is in real need of high-calibre commercial lawyers, who are able to assist companies from places like Zhejiang, Jiangsu, Anhui and Fujian in fulfilling their international aspirations.”

According to Jun He’s Liu, branch offices mean nothing unless they are complemented by a similarly wide swathe of services. This is another area to have undergone substantial change in the past 12 months. “Long-arm service or a critical mass of offerings is just as important,” he says.

“A firm needs to be able to demonstrate to clients that it has the ability to do the big deals, that it has the people and the resources to do things like due diligence, to make sure that if anti-trust, IP, trade or other matters come up in a cross-border deal, that your firm can handle them and they won’t need to be outsourced.”

Most of the country’s largest domestic

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firms have sought to bring their practice offerings to ‘critical mass’ over the past year. King & Wood, Grandall and Jun He have all invested heavily in developing their expertise in ‘new’ areas of the law such as anti-trust, anti-dumping and trade, outbound FDI, insolvency and restructuring.

Unveiling the new

But just what lies beneath this change?

A simple explanation may be found in the fact that growth – and the changes that accompany it – are merely consequences for a legal market that is still itself developing. Those lawyers that ALB interviewed agree it has as much to do with the competition that the country’s leading domestic firms face, from all segments of the market.

“The local firms in the first tier of the market face the same strong competition that they always have,” says Liu. “But what is different now is that there is more competition coming from the second and third tiers of the market. In emerging areas like anti-dumping, antitrust, trade and some securities areas

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they are doing better and better and their rise should be noted.”

Others are also feeling the pressure.

“The boutique and specialist practices that are setting up now present a very strong challenge to the larger firms,” says King & Woods’ Zhang. “Their partners are either from international law firms or have extensive international experience and they are capable of handling highend work. It is getting to the stage where there are no question marks over their quality – as there may have been previously.”

It is not only in niche areas that the country’s larger firms are feeling the heat. “Competition between domestic firms in the area of general corporate [work] is most apparent,” says Grandall’s Guan, “because such practice has lower barriers and, for most of the law firms, is the fundamental for them to maintain their daily operations.”

But the increasing sophistication of China’s mid-tier and boutique firms that Zhang, Guan and Liu talk of is not only limited to these players.

International law firms and those inhouse lawyers ALB interviewed agree that this applies to all domestic firms in the Chinese legal market, so much so that as much as the larger firms face stern competition from emerging boutique and specialist law firms, they are also now at stage where they can challenge the international law firms for a slice of their market share.

Playing lead counsel

There has always been – rightly or wrongly – a qualitative stigma attached to domestic law firms in China. Ever since laws were passed allowing them to practice, there were misgivings about everything; from their service standards and ability to handle the big deals, to the technical skills of employed lawyers.

Such views, if they were ever true, are being quickly dismissed in a market that is hurtling towards maturation. “The capacity of local law firms to provide high-calibre international advice is increasing by the day,” Robert Lee, notes Robert Lee, a Diaz Reus partner with Diaz Reus.

“Lawyers within these firms are technically sound and have international experience gained from studying overseas and working in 68

international firms. They are playing a role in lifting standards across the board.”

Standards seem to be increasing to the point where many international firms cite domestic firms as definite rivals in the Chinese legal market. “In some areas of outbound and inbound work, they are definite rivals for international firms,” says Lee. “They have local knowledge and access to regulators which some internationals do not have.”

David Flavell, Danone’s general counsel for Asia Pacific, shares Lee’s view. He believes more intense competition between domestic and international firms will David Flavell, be a defining feature of Danone the Chinese legal sector in recovery.

“Local firms appear to be managing better [during the financial crisis],” he says. “I expect the leading local firms to continue to grow and continue to provide active competition for the international firms.”

While Clifford Chance’s Charlton does note that standards have improved, he says that despite the increasing sophistication of PRC firms they still can’t match the international firms’ global networks. “On average I would say that international law firms are becoming more competent and this is a gradual process,” he notes.

“But what PRC firms don’t have is the gateway that international firms can offer to the world outside.” Charlton adds while PRC firms can handle the local law components of inbound and outbound deals with great aplomb, they often lack the experience needed to project manage the biggest M&A deals.

These are deficiencies which domestic firms concede they have some ground to make up, but according to Jun He’s Liu, many are making inroads.

“International law firms are ahead of domestic law firms in terms of the work they handle and the role they play on some deals,” he says.

“In the past you could have probably said that it was international firms who played the lead counsel on deals and the Chinese firms who did housekeeping, but this is now changing. Chinese firms are playing more important roles and it’s not only [on] outbound deals.”

“We are making good gains on Asian Legal Business ISSUE 9.9

Firm Profile

King & Wood PRC Lawyers

King & Wood: Radical coverage across the Yangtze

S

ince establishing Shanghai as its first branch office outside its Beijing headquarters in 1995, King & Wood has gone from strength to strength.

It has not only grown its offering into one of the most formidable in the Chinese legal arena, practicing the full gamut of corporate law—everything from FDI, M&A, infrastructure and private equity to banking & finance, securities, labor law, litigation and IP work (including patent, trade secret, trademark, software protection and so on) —but it has a geographical reach that extends beyond Shanghai to the rapidly growing provinces of Jiangsu and Zhejiang, amongst others. But the firm’s development so far is but a mere stanza in a much longer narrative of growth as Zhang Yi, head of the firm’s Shanghai office, tells ALB.

Radical coverage As Shanghai’s premier law firm, clients at King & Wood are serviced by a unparalleled number of experts and dedicated professionals—with 30 partners and over 120 lawyers, paralegals and IP professionals. “We are one of the largest firms in Shanghai in terms of critical mass and the only Shanghai office to exceed RMB200m in revenue for one calendar year ever in the legal history of Shanghai—a big achievement for a Shanghai based law firm and evidence of the quality, high-value work that we are doing here.” The firm’s extensive geographical reach makes it easier for clients to utilise the services of its expert professionals. King & Wood, as a full service firm, has a network that is the envy of many domestic law firms in China (and for that matter, a number of international firms as well), with approximately 800 lawyers in 13 Greater China offices (including Hong Kong) and three international offices in New York, Silicon Valley and Tokyo. The Shanghai office - part of a Yangtze River network that includes newly opened offices in Suzhou and Hangzhou - all cover the whole gamut of commercial law services. As the saying goes, many hands make light work, and that is certainly the case at King & Wood.

“Our Shanghai office, combined with the offices in Suzhou and Hangzhou gives us radical, unrivalled coverage across the Yangtze River Delta,” says Zhang. “From these locations we are able to cover Jiangsu, Zhejiang and even Fujian and Anhui provinces—all of which have been noted as www.legalbusinessonline.com

being among the fastest growing areas in China and home to country’s new generation of entrepreneurs.”

Locally-grounded advice But with all PRC law firms either rapidly expanding into the country’s fast-growing regional centres, it’s often hard to distinguish one firm from another. So what separates King & Wood from the rest? Zhang says it’s the firm ability to offer global advice which is inherently locally based.

“We emphasise localization. Our lawyers know the local people, they know the local businesses, entrepreneurs and markets, he says. “A lawyer working for a client in Suzhou or Zhejiang has the local knowledge as well as the ability to put that client in touch with King & Wood resources in Shanghai, other parts of China and the world. This puts us at an advantage over many of the firms in Shanghai who don’t have access to a network as extensive as ours—we can offer seamless advice, a one-stop shop.”

As important, says Zhang, is the firm’s breadth and depth of service. King & Wood’s corpus of lawyers in Shanghai and across the Yangtze are as well-versed in high-end capital markets, M&A, private equity and banking & finance work and just as up to speed in emerging practice areas in the Shanghai legal market such as litigation, arbitration and IP. “We are unique in that some other firms in Shanghai do not have a well-developed practice in areas like IP and capital markets,” he says. “We are in a better position than local law firms in Jiangsu or Zhejiang to assist local companies there in ensuring that their businesses are protected and able to reach their full potential, we have their interests covered in these troubling economic times.

Expertise More critical than the size and scope of King & Wood’s offerings across geography is the top talent that it employs in the key practice areas.

In banking and finance they have Jack Wang and Shaun Lee who are both considered as foremost experts in the area, and for FDI and M&A Mark Schaub and Jonathan Pan have been the ‘go to men’. Shanghai’s securities practice is led by Zhao Xiaohong who is often referred to as a savvy lawyer for red-chip listing. The dispute resolution department led

by Denning Jin handles complex international and domestic litigation and arbitration cases.

Zhang Yi, King & Wood

Cecilia Lou is known as a renowned IP legal services expert, providing IP prosecution, registration and IP legal services to clients, and enforcing clients’ IP rights supported by the firm’s litigation lawyers.

The market But as the economic outlook improves, King & Wood is equally well-positioned to assist clients in capitalizing on the opportunities that it presents.

“We are already seeing improvements in the markets, and we are handling more work alongside A-Share listings, M&A, and etc.”

“We predict that this will continue as Shanghai consolidates its position as China’s, and the region’s, international financial centre and the authorities encourage companies to embark on GEM, A-Share, red chip and H-Share listings.”

Just as Shanghai has been earmarked by the State Council as China’s next international financial centre, so too has it been identified by King & Wood as a vital plank in the firm’s regional and international strategies.

“We have invested as a firm in China’s three centres: Beijing, Hong Kong and Shanghai and our strategy will be governed by developments here,” says Zhang. “We will take baby steps in how we develop our practice—because this is prudent in the current economic climate—but we will use the momentum we have built up as one of Shanghai’s leading firms to grow to assist our clients. As Shanghai continues to grow in importance in China and internationally, so too will our Shanghai practice, it can only get stronger.”

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ALB special report | China 09 >>

inbound deals as well,” he says.

This is something which appears to be evidenced by the firm’s roles in deals such as Shui On Construction’s US$400m acquisition of China Central Properties, and Sichuan Tengzhong’s acquisition of the Hummer brand from General Motors (GM).

To some extent, instances such as these are still considered out of the ordinary, ccording to Lawrence Liu, the chief legal officer of China Electronic Systems Corporation and chief representative of the Association of Corporate Counsel. He says that data Lawrence Liu, ACC which the ACC collects suggests that 90% of international legal work in the country for the first part of 2009 is being done by international firms. This is proof, Liu notes, that “international firms are superior to the domestic [firms].”

However, he does outline measures through which domestic firms can improve their offerings. The secret, Liu says, is increasing their exposure to international law firms operating in the country. “Local law firms are intending to provide more of an international quality of service, which means they will be performing and executing more internationally, he says. “They will need to learn from foreign counterparts and then provide good services for clients.” This is a

70

“The capacity of local law firms to provide highcalibre international advice is increasing by the day.

Lawyers within these firms are technically sound [and] have international experience” robert lee, partner, diaz reus process which has been occurring over the last two decades.

Danone’s Flavell doesn’t necessarily agree with Liu’s sentiments, instead stating there is a wealth of technically adept lawyers at international and domestic firms for in-house lawyers to choose from. “I think it is a case of Western companies getting used to working with local firms and vice versa – cultural differences need to be respected and understood on both sides,” he says.

“There are very good lawyers in local and international firms and we choose our legal providers based on the individual lawyers, rather than which firm they are with.”

On the qualities he is looking for in his external legal advisors, Flavell says that what he expects from international law firms is no different from what he wants from local firms. “We want lawyers who take responsibility for their work and have a genuine interest in helping us achieve

commercial outcomes,” he states.

“External lawyers should not measure their success by whether they provide a technically correct answer. Rather, they should be proactive in suggesting better ways of doing things and challenge us where appropriate, and provide technically correct answers in a commercially usable form.”

Liu’s requirements are similar. He says that in addition to providing legal services more efficiently and being more responsive, external lawyers should aim to create an open dialogue between themselves and their in-house counterparts.

“External lawyers [should] provide greater resources to assist on clients’ transactions, and provide some opportunities for in-house teams to do legal work together.”

Talent war

Rivalry for international transactional work isn’t the only area where the competition between international and

Asian Legal Business ISSUE 9.9

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ALB special report | China 09 >>

domestic law firms is apparent. The battle for the best and brightest legal talent is another place where the two models compete.

Whereas in the past it was more common to talk of international law firms poaching legal talent from domestic firms, the situation seems to have reversed since the onset of the financial crisis. More lawyers are now willing to make the move from international firms to their local firms on the mainland.

Why the change? Jun He’s Liu believes it is influenced by the increasing stature of the nation’s top domestic law firms and the often-faster progression opportunities that being part of a domestic firm offers.

“Chinese lawyers employed in international firms have seen that domestic firms handle high quality work and can offer them a clearer path to parternship,” he notes.

“Because of these factors we have seen a shift in the employment market.

We should not forget also that the work being handled by the big local

firms requires the skills of lawyers in international firms, so at the moment there is a need for their services.”

King & Wood’s Zhang adds that the discomfort being experienced by many international firms at the moment is another factor. “When compared to some international firms in China, domestic law firms are relatively more stable,” he notes.

“Few have laid staff off and are either holding steady or looking to expand.

This means a lot in the current employment market and is a big positive for lawyers looking to make a career move.”

China’s international firms are stepping up their efforts to attract and retain their talent, so the status quo may be restored sooner, rather than later.

“We as a firm realize the importance of [having] bilingual, internationallyqualified talent on the ground,” says Clifford Chance’s Charlton.

“But we have been looking at ways to address this and [it] involves giving these lawyers exposure to our highend work, offering them things such

as LLM courses to broaden their experience.”

Diaz Reus’ Lee cites a similar rationale that is underlying his firm’s growing local practice.

“We were only officially licensed to set up in Shanghai in March this year. We are in a building phase at the moment and looking to bring on board PRC lawyers with excellent credentials and technical abilities,” he says.

“Our strategy will be based around exposing these lawyers to the international work they crave and showing them that there is a clear path for progression within our firm.”

Whether or not the exodus of Chinese lawyers away from international law firms and towards the welcoming bosom of domestic firms is a longterm trend or a mere flash in the pan remains to be seen.

It’s clear however, that firms – whether they are international or domestic – can’t rely solely on the leverage created by their brand, in what appears to be a rebounding recruitment market.

The Diaz Reus competitive advantage The market for legal services in China is fast becoming saturated. With so many players, it is often difficult to distinguish one firm from another. In this crowded market, however, Diaz Reus stands out. With a global practice, spanning the United States, Latin America, and now the Far East, Diaz Reus’ team of lawyers, solicitors, and professional staff are reshaping the global practice of law. The firm’s China Practice Group Leader, Robert Lee, tells ALB what separates his firms the rest Asian Legal Business: Your firm received its license to establish an office in Shanghai in March of this year. How have things progressed? What is your China strategy?

Robert Lee – Diaz Reus: It’s been extremely busy for us since we set up our Shanghai office. China has long been in our plans and our lawyers were working around the clock on plenty of cross-border disputes and corporate matters like project finance and M&A, so the granting of a license has allowed us to expand by following our international clients and setting up a physical office.

Importantly, the license also gives us access to domestic Chinese clients. Our strategy in this regard is simple: in order to be competitive we have created a law firm that will focus on international practice in emerging markets, of which China is certainly one.

ALB: Your firm has previously stated that it’s the BRIC nations, Brazil, Russia, China and India, which are the focus of the firm’s strategy globally. How does this work?

RL: Over the past few years, we have witnessed a dramatic increase in patterns of trade relations between BRIC countries and interest from western countries, especially the US and Europe, in the growth story occurring in these countries. This interest spans all

72

sectors from FDI, M&A, strategic investments, and natural resources such as energy and natural resources. Similarly, the amount of investments we have seen have no limit, ranging from milti-billion to multi-million dollars. The work generated here already for our firm has been enormous and keeping our offices very busy.

ALB: In your opinion, how has the financial crisis affected your clients’ BRIC interest? Has there been a decline in interest like elsewhere in the world?

RL: The global financial crisis has slowed things down, but the BRIC countries haven’t lost their appeal, especially in terms of activity between BRIC nations. China’s interest in Latin America, especially in terms of M&As, JVs and direct investment in mining and minerals, continues as does the two-way interest between Russia and the PRC in respect to sectors like oil & gas and natural resources—the interest of course is spurred on

by China’s need to find the natural resources to feed its manufacturing and economic engines. For these reasons, China’s interests in the Middle East continues and a relatively newer trend is Chinese interest in resources in Africa. Our clients’ demand for which may well see us open an office in Africa soon.

ALB: What do you feel are Diaz Reus’ competitive strengths? Do you feel your size or niche offering put you at a disadvantage when compared to international firms?

RL: On the contrary, I think our size and our niche focus give us a competitive edge over our rivals. Compare to other firms in China, we may be smaller, but we are certainly more efficient and cost-effective. We are able to make decisions more quickly than larger firms and provide our clients not only high quality service, but round-the-clock attention because of our global coverage. In addition to our offices in Shanghai and our base in Miami, we have a physical presence in Sao Paulo, Bogota, and Caracas. Our size also means our operational costs are lower and this translates to fee savings. We are extremely competitive on rates—and this is something that is vitally important to clients in a global economic downturn, our flexibility here is something that isn’t only liked by our Fortune 500 clients but makes us accessible to Robert Lee, Diaz Reus SMEs as well.

Asian Legal Business ISSUE 9.9

Firm Profile ALB special report | China 09 >>

Fangben Law Office

Fangben: From Infant to Teenager – 10th Birthday

F

angben, founded mainly by the former local law school faculty members in the July, 1999, we are 10 years old now.

From this month on, we are supposed to be a teenager.

In a nutshell, the last 10 years have been mainly a learning process while strictly adhering consistently to our core inherent value system of “Ethics being Essential”.

When celebrate our 10th anniversary, we want to state that we are not necessarily one of the best firms yet in the Greater China region, but surely we are one of the cleanest ones! Technically, we have learnt and done a lot in the fields of cross-border M&A, IPR, construction and dispute resolution, that is why Fangben was stood out and appointed to be “Recommendatory Legal Service Provider to Expo 2010”, “Excellent Firm of 2008 Shanghai” by Shanghai competent

authorities, and especially “Firm of The Year 2009 of Jiangsu” by ALB; that is why we are recognized “Notable Law Firm” in the fields of Corporate/M&A and Dispute Resolution

by China Law & Practice; That is why Jade FAN and Winston JIN were awarded “Top 100 Construction Lawyers of China”; that is also why Fangben has been trusted and retained by numerous multinationals.

Revenue always has the first and final saying to our industry, we have always been happy with our KPI over the last one decade.

However, as a teenager, we are fully aware that we have still a lot to learn in how to manage the firm into a more mature PRC firm rendering first-class niche services to our international clients. We are fully aware that none of our partners is talented manager.

We have been convinced that to put the lawyers to work together as a team is one of the most difficult jobs for any firm in China.

Ethics is Essential www.legalbusinessonline.com

Failing to manage the firm well, all of the historic successes and existing ones may be gone forever with the wind.

Excitingly, we receive more than 400 job applications during every yearly recruitment season; some of our young lawyers are growing up; more excitingly, some of our young lawyers will be growing into partners while our founding partners are getting more mature.

We are very thankful to all of the friends who have given us their trust and help. We are committed to work harder and more smartly so that we can grow with you walking along the long but promising road lying ahead.

Long live Fangben!

Winston Jin, Senior Attorney & Chief Partner Fangben Email: chunqing-jin@fangben.com

Winston Jin, Fangben

Website: www.fangben.com Add: Room 503, Shenggao International Building,

No.137 Xianxia Road, Changning District,

Shanghai 200051, PRC Tel: +86(0)21 52069078 Fax +86(0)21 52069071 73

market data | M&A >>

Equity Capital Markets List Asia, inc Japan, ex Australia & New Zealand July 24 - August 20 NB: Does not include transaction valued at less than USD10m, best efforts transactions and private placements Issuer

Proceeds (USDm)

Issue Date

Currency

Bookrunner(s)

Sector

hong kong GCL-Poly Energy Holdings Ltd

474

3/08/2009

HKD

Morgan Stanley, BOC Internation, Union Bank of Switzerland

Energy and Power

C C Land Holdings Ltd

326

28/07/2009

HKD

Citi, JP Morgan

Real Estate

Melco Crown Entertainment Ltd

220

13/08/2009

Deutsche Bank , Citi

Media and Entertainment

Star Cruises Ltd

150

10/08/2009

USD

Aktis Capital

Industrials

Shenzhen Investment Ltd

144

3/08/2009

HKD

Goldman Sachs

Real Estate

TechTronic Industries Co Ltd

78

29/07/2009

HKD

Bank of America Merrill Lynch, Citi, Hongkong and Shanghai Bkg

Industrials

Sundart International Holdings

76

14/08/2009

HKD

Industrial & Comm Bank China

Industrials

Minmetals Land Ltd

60

13/08/2009

HKD

BOC International

Real Estate

CDC Software Corp

57

5/08/2009

USD

Lazard Capital Markets, JMP Securities LLC

High Technology

China Resources Microelectn

56

7/08/2009

HKD

Shareholder

Peaktop Intl Hldg Ltd

34

28/07/2009

HKD

Vision Finance International

HK Health Check & Lab Hldg Co

24

30/07/2009

HKD

Kingsway Financial Services, Fordjoy Securities & Futures

High Technology Consumer Products and Services Healthcare

Kaisun Energy Group Ltd

21

14/08/2009

HKD

Kingston Securities Limited

Retail

Radford Capital Invest Ltd

12

3/08/2009

HKD

Get Nice Investment Ltd

Financials

China Primary Resources Hldg

10

3/08/2009

HKD

KGI Capital

High Technology

HDFC

819

18/08/2009

INR

Axis Bank , Citi, Goldman Sachs, HSBC , JM Financial Group, Kotak Mahindra Capital Co, Nomura Securities

Financials

Adani Power Ltd

637

3/08/2009

INR

Merrill Lynch , ENAM Financial Consultants, IDFC-SSKI, JM Financial Group, Kotak Mahindra Finance , Morgan Stanley , ICICI, SBI

Energy and Power

Lanco Infratech Ltd

150

30/07/2009

INR

Credit Suisse, ICICI Securities & Finance, IDFC-SSKI Ltd, Goldman Sachs, JP Morgan, UBS

Industrials

Punj Lloyd Ltd

141

4/08/2009

INR

Citi, IDFC-SSKI Ltd

Industrials

IndusInd Bank Ltd

99

12/08/2009

INR

Morgan Stanley, IDFC-SSKI Ltd

Financials

Suzlon Energy Ltd

93

24/07/2009

USD

Deutsche Bank , Macquarie Bank

Industrials

Orbit Corp Ltd

30

14/08/2009

INR

Kotak Mahindra Capital Co, Macquarie Equities, Edelweiss Capital

Real Estate

India

Japan Ain Pharmaciez Inc

33

11/08/2009

JPY

Nomura Securities

Retail

Sanyo Housing Nagoya Co Ltd

16

10/08/2009

JPY

Nomura Securities

Real Estate

225

31/07/2009

MYR

OSK Investment Bank Bhd

Industrials

21

14/08/2009

MYR

RHB Investment Bank Bhd

Industrials

Malaysia TAS Offshore Bhd Sunway Holdings Bhd Singapore CapitaLand Ltd

831

30/07/2009

SGD

Credit Suisse

Real Estate

Avago Technologies Ltd

745

5/08/2009

USD

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

High Technology

Starhill Global REIT

234

13/08/2009

SGD

Credit Suisse, DBS Securities , Merrill Lynch

Real Estate

Frasers Commercial Trust

147

18/08/2009

SGD

BNP , Cazenove & Co, DBS Securities Singapore , OCBC

Real Estate

17

31/07/2009

SGD

DBS Bank Ltd

Industrials

Daewoo Motor Sales Corp

65

5/08/2009

KRW

Tong Yang Securities

Retail

RNL Bio Co Ltd

38

4/08/2009

KRW

IBK Securities

Materials

Intl Resources Devt Co Ltd

24

13/08/2009

KRW

Hanwha Securities

High Technology

SSCP Co Ltd

21

6/08/2009

KRW

Mirae Asset Securities

Materials

Mysco

20

24/07/2009

KRW

Daewoo Securities

Industrials

Logistics Energy Korea Co Ltd

19

31/07/2009

KRW

Hanwha Securities

Industrials

PEC Ltd South Korea

Yonghyun BM Co Ltd

17

31/07/2009

KRW

Samsung Securities

Industrials

KEC Holdings Company Ltd

16

14/08/2009

KRW

Daishin Securities

High Technology

DVS Korea Co Ltd

12

31/07/2009

KRW

E Trade Korea

High Technology

VGX International Inc

10

6/08/2009

KRW

Hanyang Securities

Consumer Staples

Inotera Memories Inc

312

30/07/2009

USD

Credit Suisse

High Technology

KGI Securities Co Ltd

286

5/08/2009

USD

Morgan Stanley

Financials

Green Energy Technology Inc

78

31/07/2009

USD

Citi, Deutsche Bank

High Technology

E-Ton Solar Tech Co Ltd

73

29/07/2009

TWD

Cathay Securities Investment

High Technology

Sino-American Silicon Products

69

24/07/2009

TWD

Yuanta-Corepacific Securities

High Technology

Formosa Epitaxy Inc

62

6/08/2009

TWD

SinoPac Securities

High Technology

Neo Solar Power Corp

32

11/08/2009

TWD

Grand Cathay Securities Corp

High Technology

Chien Kuo Construction Co Ltd

23

20/08/2009

TWD

Yuanta Securities

Industrials

Tekcore Co Ltd

18

10/08/2009

TWD

First Securities

High Technology

19

7/08/2009

THB

ACL Securities , Capital Nomura Securities, Finansia Syrus Securities PCL, Kim Eng Sec

Retail

Taiwan

Thailand Siam Global House PCL

74

Asian Legal Business ISSUE 9.9

market data | M&A >>

Debt Capital Markets Transactions Asia, inc Japan, ex Australia & New Zealand July 24 - August 20 NB: Does not include transaction valued at less than USD10m, best efforts transactions and private placements Issuer

Proceeds (USDm)

Issue Date

Currency

Bookrunner(s)

Sector

Swire Pacific MTN Fin Ltd

497

12/08/2009

USD

HSBC , JP Morgan

Financials

Hong Kong Mortgage Corp Ltd

496

24/07/2009

USD

JP Morgan, HSBC

Financials

538

29/07/2009

INR

Standard Chartered, Axis, ICICI, Trust Investment Advisors, Money Matters, Kotak Mahindra, AK Capital Services, Almondz Global Securities, Edelweiss Capital, Darashaw & Co , Financials LKP Shares & Securities , Yes, SBI, Deutsche Bank, ICICI, IDFC-SSKI

HONG KONG

India Power Finance Corp Ltd Novelis Inc

181

5/08/2009

USD

Credit Suisse

Materials

Corporation Bank

134

14/08/2009

INR

Axis Bank Ltd

Financials

743

3/08/2009

USD

Barclays Capital, UBS

Financials

Indonesia Majapahit Holding BV Japan Bank of Tokyo-Mitsubishi UFJ

2,620

6/08/2009

JPY

Mitsubishi UFJ Securities

Financials

Japan Housing Finance Agency

1,588

29/07/2009

JPY

Nomura Securities

Government

Nissay 2009 Fund SPC

1,051

30/07/2009

JPY

Daiwa Securities SMBC ,Nomura Securities

Financials

735

3/08/2009

JPY

Nomura Securities, Nikko Citigroup

Financials

Resona Bank Ltd Dai Nippon Printing Co Ltd

527

24/07/2009

JPY

Nomura Securities

Media

Japan Finance Corp

525

29/07/2009

JPY

Mitsubishi UFJ Securities

Government

JRTT

525

29/07/2009

JPY

Mizuho Securities , GSJCL

Industrials

SMBC's 20th RMBS

411

18/08/2009

JPY

Daiwa Securities SMBC

Financials

JFM

367

4/08/2009

JPY

Daiwa Securities SMBC

Government

Nippon Yusen Kabushiki Kaisha

316

5/08/2009

JPY

Mitsubishi UFJ Securities, Nomura Securities, Mizuho Securities

Industrials

Nippon Yusen Kabushiki Kaisha

316

5/08/2009

JPY

Mitsubishi UFJ Securities, Nomura Securities, Mizuho Securities

Industrials

JFM

260

11/08/2009

JPY

Mitsubishi UFJ Securities

Government

Kyushu Electric Power Co Inc

212

20/08/2009

JPY

Nomura Securities

Energy

Central Nippon Expressway

211

24/07/2009

JPY

Mitsubishi UFJ Securities, Daiwa Securities SMBC

Industrials

Shizuoka Prefecture

210

6/08/2009

JPY

Nomura Securities, Mizuho Securities

Government

Fukuoka Prefecture

204

7/08/2009

JPY

Mitsubishi UFJ Securities, Credit Suisse Securities, Nomura Securities

Government

Mitsubishi Chemical Corp

153

7/08/2009

JPY

Daiwa Securities SMBC

Materials

SMBC's 20th RMBS SPC

147

18/08/2009

JPY

Daiwa Securities SMBC

Financials

Kansai Rapid Railway Co Ltd

112

7/08/2009

JPY

Daiwa Securities SMBC, Mizuho Securities, Mitsubishi UFJ Securities

Industrials

Nagoya Railroad Co Ltd

105

28/07/2009

JPY

Mizuho Securities

Industrials

Central Nippon Expressway

105

24/07/2009

JPY

Mitsubishi UFJ Securities, Nomura Securities

Industrials

THK Co Ltd

105

24/07/2009

JPY

Nomura Securities

Industrials

Tokyu Corp

105

24/07/2009

JPY

Nomura Securities, Mizuho Securities

Industrials

Tokyu Corp

105

24/07/2009

JPY

Mizuho Securities, Nomura Securities

Industrials

City of Nagoya

104

5/08/2009

JPY

Mitsubishi UFJ Securities, Mizuho Securities

Government

City of Osaka

104

5/08/2009

JPY

Daiwa Securities SMBC, Credit Suisse Securities

Government

Odakyu Electric Railway Co Ltd

104

6/08/2009

JPY

Nikko Citigroup

Industrials Industrials

Odakyu Electric Railway Co Ltd

104

6/08/2009

JPY

Mizuho Securities

Easy Buy Public Co Ltd

103

24/07/2009

THB

Standard Chartered Bank

Financials

Mitsubishi Chemical Corp

102

7/08/2009

JPY

Mitsubishi UFJ Securities

Materials

4,481

5/08/2009

USD

CIMB Securities, Citi, Morgan Stanley

Financials

104

7/08/2009

PHP

HSBC Manila

Real Estate

138

8/08/2009

SGD

DBS Bank

Financials

KNOC

993

24/07/2009

USD

Bank of America Merrill Lynch, Barclays, BNP, Deutsche, JP Morgan, K D Bank

Energy

Woori Bank

796

27/07/2009

USD

Bank of America Merrill Lynch, HSBC , Morgan Stanley, Nomura, RBS

Financials

Korean Airlines Co Ltd

244

6/08/2009

KRW

KB Invest & Sec, Hyundai Securities,NH Investment & Sec

Industrials

SK Holdings Co Ltd

204

31/07/2009

KRW

Samsung Securities

Energy

Woori Bank

187

6/08/2009

KRW

Kiwoom Securities

Financials

Doosan Infracore Co Ltd

161

27/07/2009

KRW

Korea Development Bank, Kumho Investment Bank

Industrials

Hana Bank

160

29/07/2009

KRW

KB Invest & Sec

Financials

Hanjin Shipping Co Ltd

160

29/07/2009

KRW

Korea Investment & Securities, Tongyang Investment Bank, NH, KDB

Industrials

STX Pan Ocean Co Ltd

160

29/07/2009

KRW

Tongyang Investment Bank

Industrials

LG Electronics Inc

155

6/08/2009

KRW

Woori Invest & Sec

High Tech

Kookmin Bank

136

12/08/2009

KRW

SK Securities

Financials

Lotte Engineering & Constr Co

120

28/07/2009

KRW

KB Invest & Sec

Industrials

Tong Yang Major Corp

112

24/07/2009

KRW

KB Invest & Sec

Materials

Kookmin Bank

104

27/07/2009

KRW

HI Investment & Securities

Financials

Korea Water Resources

101

3/08/2009

HKD

Barclays Bank PLC, Standard Chartered Bank

Energy

Malaysia Petronas Capital Ltd Philippines Robinsons Land Corp Singapore The Ascott Capital pte ltd South Korea

www.legalbusinessonline.com

75

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We help you check the market.

In-house

Private Practice

Legal Counsel (8+ yrs pqe) New Delhi Take on a leadership role within

Litigation Lawyer (5-10 yrs pqe) Hong Kong Commercial litigator with

a long standing US company who is the market leader in the field. A seniorlevel lawyer is needed to oversee the business in India and SE Asia and manage a team of professionals. The work includes JV, compliance, litigation and M&A, and candidates need a solid corporate commercial background. Strong interpersonal skills are necessary, as well as high ethical standards. Must have good written and spoken English. Great career prospects. Ref: 8267/AB

Compliance Officer (7+ yrs exp) Hong Kong Global powerhouse financial

institution seeks a compliance professional to cover merchant banking. You should have over 7 years experience in financial institutions at the VP/ED level. Knowledge of Asia-Pacific financial services regulations and compliance practices is a must. Ideally, you have private investment fund compliance experience and previously did private equity and real estate fund work. Strong relationship management skills to interact with senior management are crucial.

Must have excellent English; Mandarin is an asset. Ref: 8268/AB

Director of Legal (6 yrs pqe) Hong Kong Report to the President and CEO of this multinational insurance company. As head of Corporate Governance, you will provide legal counsel and handle corporate secretarial matters. This seniorlevel position will provide insight into company strategy and develop creative solutions to satisfy commercial objectives. The role requires HK qualification and excellent written and spoken English and Chinese. Ref: 8300/AB Risk Assessment Manager (5+ yrs exp) Hong Kong To be considered by this famous global financial firm, relevant industry experience is required in either banking/securities or management/risk. Key tasks of this role include: risk assessments and reviews, monitoring regulatory changes, dealing with licensing, employee trading, surveillance, regulatory inquiries and corporate disclosure. It is important to have the confidence and ability to interview people at all levels of the organization, and strong written and verbal English language communication skills are imperative. Ref: 8264/AB Compliance Officer (2-4 yrs exp) Hong Kong Be a part of the rapidly expanding Asia presence of this global financial institution. The position is a contract role to handle regional compliance for regulatory and risk matters.

Work closely with the sales and products team in HK and Singapore. A lawyer is preferred or someone with a compliance background. Other useful experience areas are: asset management, private wealth management, broking and/or investment banking. Chinese language skills will be a benefit. Ref: 8287/AB

excellent legal drafting and communication skills is sought to join this strong regional firm. Significant experience is needed in litigious court work. Relevant skills required: good technical ability, client handling and presentation skills.

Proficiency in English and Chinese is a prerequisite. Ref: 8289/AB

Senior Finance Lawyer (6-7 yrs pqe) Hong Kong Magic Circle firm needs a seasoned finance lawyer who has significant experience in Hong Kong with derivatives, banking and finance. A strong technical and commercial background is needed, including specific knowledge in the areas of DCM and structured, project and leveraged finance along with transactional management skills. The international client list requires exemplary communication skills with fluency in Mandarin. Excellent opportunities for career advancement. Ref: 8239/AB

Senior Associate (5 yrs pqe) Hong Kong The international capital markets group of this famous law firm needs a US securities lawyer. Must have experience with US SEC-registered equity and debt offerings and be able to give ongoing advice and assistance on Exchange Act reports. You should have native Mandarin language skills and be a team leader. Ref: 8286/AB

US Securities Lawyer (3-5 yrs pqe) Hong Kong Our client, a highly respected law firm, is seeking a proactive, sharp lawyer with US securities experience. The ideal candidate is US qualified and is a Korean graduate with a JD education. If you have general corporate, commercial or securities experience gained at a top US firm and want to work for a progressive group, we welcome your application. Fluent Korean and English are needed. Ref: 8304/AB Corporate Associate (2-4 yrs pqe) Hong Kong Stellar candidates are sought to join the corporate team in this thriving office of a leading US law firm. Needed: general corporate exposure, and those with IPO and/or M&A experience are favored. You must have Hong Kong qualification. Any exposure to PRC transactions will be a benefit. Chinese language skills are important.

Ref: 8166/AB Junior Corporate Associate (2 yrs pqe) Hong Kong Newly created role to work within an exciting and friendly corporate team at this notable international firm seeing record growth in the region. Talented lawyers with a mix of general corporate experience will be considered. Those with IPO and M&A experience are highly favored. Fluent Mandarin is essential along with Hong Kong qualification.

Ref: 8309/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

www.hughescastell.com