Asian Legal Business (SE Asia) Nov 2010

ISSUE 10.11

ALB Special Report: Vietnam 2010 Ignore this emerging market at your cost

Asia-Pacific strategy

Why international firms are moving on Australia

Energy & resources

Return of the big-ticket deals

Asia’s top PE & VC Lawyers Market-leading analysis Comprehensive deals coverage debt & Equity market intelligence ISSN 0219 – 6875 MICA (P) 103/07/2010

www.legalbusinessonline.com

EDITORial >>

A swarm of locusts IN THE FIRST PERSON

I

n the inquisition that has followed the financial crisis, few financial products have escaped recrimination. From ABSs, CDOs and RMBs to hedge funds and derivates, each, according to regulators, economists and world leaders, were complicit in bringing the global financial system to its knees. Poul Rasmussen, former Prime Minister of Denmark and currently President of the Party of European Socialists, and l’inquisiteur en chef for the European Parliament, has added private equity (PE) and venture capital (VC) to the list. Likening both to a “swarm of locusts”, Rasmussen contends that they need to be regulated at an international level lest they unleash their own financial plague of biblical proportions. To this end, the soon-to-be voted on Alternative Investment Fund Managers’ (AIFM) Directive is the EU’s attempt at regulating what are perceived to be two renegade industries.

While lawyers suggest it is still too early to gauge what the practical implications of the AIFM Directive will be, it is clear that, at least in Asia, the directive has the potential to derail the development of a regional PE & VC industry just as it seemed to be finding their feet. The data is clear. In the five years leading up to 2010, PE investments in Asia grew by more than 800%. In the first half of this year alone, 381 PE deals with a cumulative value of US$7.2bn were closed. This is not to mention the vitally important role that VC has played in nurturing ingenuity in Bangalore’s tech hubs or supporting the indefatigable spirit of entrepreneurship still fermenting in Zhejiang’s economic development zones.

In light of these regulatory and attitudinal changes, PE & VC lawyers in Asia must take on an enhanced role. While all expect a high percentage of their time over the next few years to be devoted to stepping clients through the intricacies of these changes, they also have a duty to ensure the industries from which they have drawn sustenance continue to develop. The swarm of locusts to which Rasmussen et al refer has after all unearthed a number of Asian blue chips and will undoubtedly foster many more in the years ahead.

“Thirty years ago it was an international firm’s presence in Tokyo or Hong Kong that was the hallmark of a well-rounded Asia practice. Twenty years ago it was a presence in Shanghai or Beijing.

Tomorrow it may be a presence in Sydney, Melbourne or Perth” Joshua Scott, ALB

“Two years ago, I used to deal mainly with China matters – 80% in fact. Currently, 50% of my matters relate to other Asian countries. This is why I believe our firm has made a big commitment to Asian businesses” Takuya Eguchi, Mori Hamada & Matsumoto

The data is clear. In the five years leading up to 2010, private equity investments in Asia grew by more than 800%

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| deals>> CONTENTS News >>

contents 38 cover story

NEWS ANALYSIS 8 Australia: the final frontier for international law firms?

A market that has been largely overlooked by international law firms operating in the AsiaPacific has shot to prominence after the entry of big names and steady inter-regional dealflows, and the realisation that it holds a largely untapped reservoir of bargain talent 10 In-house graduate recruitment Tech giant HP’s decision to recruit fresh graduates into its legal department is a novel development, but is it one that will spread to constitute real competition for law-firm recruiters?

FEATURES 34 The Macallan/ALB Hong Kong Law Awards 2010

ALB’s Leading Private Equity & Venture Capital Firms: Asia Now in its second year, ALB’s survey of in-house lawyers and industry professionals reveals the region’s leading PE & VC lawyers and law firms, as well as analysing the state of this dynamic and lucrative market

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All the winners across all categories at the most important legal event in the region

locations. The affect on lawyers practicing in the area is significant

44 ALB Special Report: Vietnam 2010 Largely insulated from the turmoil of the GFC, the Vietnamese economy and its nascent legal services market are set for strong growth in the years ahead … as long as legislative changes do not present a roadblock 52 In-house Perspective: Erik Pesik, Seagate Technology The Asia GC of one of the world’s largest disc-drive manufacturers wants his external legal advisors to give him more than advice; here’s why 54 Energy & resources Having lived up to its rating as ‘recession proof’ during the GFC, energy & resources is nevertheless experiencing major shifts in terms of financing patterns, types of projects and hot spot

Country editors The Regional Updates section of ALB is sponsored by the following firms:

Regulars 4 DEALS 12 NEWS • IPO boom in Hong Kong keeps Maples, Orrick, Paul Hastings busy • Groundbreaking water JLV draws in top firms • Blake Dawson to expand Japan operations • Aussie firm AAR ties up with Nagashima • Japan: ‘Big Four’ set sights on SE Asia • Squire Sanders/Hammons: Asia is key to merger • Duane Morris launches Singapore’s first enhanced JLV • WongPartnership: Beijing Shanghai a vital combination 14 UK Report

Practice area and industry editors

The Industry Updates section is sponsored by the following firms:

China

Vietnam

Intellectual property / Employment

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a globally oriented, full-service law firm employing over 500 lawyers worldwide. Paul Weiss is headquartered in New York and has offices in Hong Kong, Beijing, London, Tokyo and Washington, D.C.

Indochine Counsel is a commercial law firm focusing on business law practice in the Indochina region. Our areas of practice include: Foreign Investment, Corporate & Commercial, M&A, Securities & Capital Markets, Banking & Finance, Property & Construction, Taxation, Intellectual Property, Information Technology & Internet, International Trade, Outward Investment & Offshore Incorporation, and Dispute Resolution.

ATMD Bird & Bird is a dynamic and progressive firm with an established IP, corporate & commercial, competition and dispute resolution practice. The firm also has extensive regional experience advising both domestic and foreign clients on cross-border transactions. ATMD Bird & Bird has been voted Singapore’s Intellectual Property Firm of the Year at the 2005 and 2006 ALB Awards and the 2005 AsiaLaw (IP) Awards.

Philippines Founded in 1945, SyCip Salazar Hernandez & Gatmaitan is one of the most-established law firms, and the largest, in the Philippines.

Principally based in Makati City, the country’s financial and business centre, the firm also has offices in Cebu City, Davao City and the Subic Bay Freeport. SyCip’s practice covers all fields of law and the broad range of the firm’s expertise is reflected in its client base, which includes top local and foreign corporations, international organisations and governments. SyCip combines the traditions of professional integrity and excellence with a time-tested ability to break new ground.

Singapore Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work.

With the support of a comprehensive network of correspondent law firms, the firm serves its clients in their regional needs. Loo & Partners has been regularly noted for its IPO, M&A and general corporate work.

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Malaysia Wong & Partners is a Malaysian law firm dedicated to providing a quality and solution-oriented legal services to its clients. Wong & Partners has grown steadily with international standards of quality and experience and the Firm has a solid commitment to training its lawyers, and invests in training, professional development and quality management programs with the aim of producing lawyers of global standard.

Indonesia Bastaman Enrico is an Indonesian law firm comprising a team of prominent and dedicated professionals who are recognized for their knowledge and experience in handling many notable and high profile transactions in Indonesia. The firm’s specialisations include corporate/ commercial law, mergers & acquisitions, energy & natural resources, plantations and telecommunications law.

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

Doing business in Malaysia Naqiz & Partners is a Malaysian law firm with specialised practice areas including Corporate & Commercial, IT/ IP, Islamic Finance and Capital Markets. The firm has consistently been ranked as a “recommended law firm in Malaysia” by prestigious international publications based on its track record of representing local and foreign clients in notable transactions.

Asian Legal Business ISSUE 10.11

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ALB issue 10.11

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Regional managing editor

George Walmsley

Asia editor

Joshua Scott

Business development managers

May Wong (Singapore) Brenda Lau (Hong Kong) Yvonne Cheung (China)

Design manager

Asia journalist

Pamela Hamer-Koh

China editor Zhang Yun

China Journalist

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44

INDUSTRY UPDATES

• • • • • •

11 Intellectual Property ATMD Bird & Bird

profiles

13 Employment

49 Indochine Counsel

50 Wong & Partners

16 US Report 62 M&A deal update 64 Capital markets deal update

ATMD Bird & Bird

18 Islamic Finance Mohamed Ridza & Co

China | Paul Weiss Singapore | Loo & Partners Philippines | Sycip Salazar Hernandez & Gatmaitan Vietnam | Indochine Counsel Malaysia | Wong & Partners Indonesia | Bastaman Enrico

Jessica Seah

Australasia editor Renu Prasad

Australasia journalist Olivia Collings

Junior journalist Annie Dang

Production editor Jennifer Cross

Weiyah Chiang Chris Lai

Traffic managers

Patsy Ang (Singapore) Gloria Ng (Hong Kong) Stacey Rudd (Australia)

Photographers

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Asia-pacific md Richard Curzon

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Editorial enquiries Joshua Scott T (852) 2815 5988; F (852) 2815 5225 joshua@kmimail.com

56 Loo & Partners

19 Malaysia Tax Azmi & Associates 20 Doing business in Malaysia Naqiz & Partners 26 REGIONAL UPDATES

Advertising enquiries

The Industry Updates section is sponsored by the following firms:

Islamic Finance Mohamed Ridza & Co. was established in June 2005. A member of LaWorld, the firm specialises in a wide spectrum of law which includes, inter alia, Banking & Finance, Capital Markets, Construction, Corporate & Commercial law, Foreign Investment, Mergers & Acquisitions, Oil & Gas, Privatisation, Projects and Real Estate. The firm has won many awards from Asialaw Leading Lawyers, International Financial Law Review (IFLR), Asia Legal Business, Islamic Finance News (IFN), Chambers Asia and many other publications.

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NEWS | deals >>

| Singapore |

deals in brief

►► Singapore Airlines retail bond offer Value: US$230m Firm: Allen & Gledhill Lead lawyers: Margaret Chin, Cara Chan, Bin Wern Sern Client: Singapore Airlines (issuer) Firm: Linklaters Lead lawyer: Arun Balasubramanian Client: Singapore Airlines (US law) Firm: Allen & Gledhill Lead lawyers: Au Huey Ling, Magdalene Leong Client: DBS, OCBC, UOB (underwriters)

| Singapore/Japan/China | ►► Mitsui & Co–Hyflux joint venture Value: US$225m Firm: Clifford Chance Lead lawyer: Lee Taylor Client: Mitsui & Co Firm: Rajah & Tann Client: Hyflux Firm: Stamford Law Client: Consortium on exit offer Firm: King & Wood Client: Mitsui & Co • JV-acquisition between Japan’s Mitsui & Co and Singapore Hyflux to develop a substantial water

treatment business in mainland China • Under terms of the agreement signed in August, the new JV company, Galaxy Newspring, has agreed to acquire 21 existing water treatment, management and recycling operations in China – currently owned by Lee Taylor Hyflux and its Singapore-listed Clifford Chance subsidiary Hyflux Water Trust • First proposed takeover of a listed business trust in Singapore since business trusts were introduced in 2004

“Water supply is vital for regional development in the years ahead and efficient management and recycling operations are critical to ensure the best use is made of scarce resources” Lee Taylor, Clifford Chance 4

Fenner & Smith and Deutsche Bank Securities as joint bookrunners and representatives of the underwriters of an offering by ChinaCache • Based in Beijing, ChinaCache is the leading provider of Internet content and application delivery services in China, accounting for 53% of market share based on revenues in China’s content and application delivery market in 2009

| Hong Kong/Singapore/ US | ►► Kosmopolito IPO

Value: US$153 million

• SIA’s bond offering for retail investors is the first of its kind by a major listed company in Singapore and if demand proves to be buoyant, may pave the way for other major firms to follow

Firm: Paul Hastings, Janofsky & Walker Lead lawyers: Vivian Lam, Chris Betts, David Grimm Client: Credit Suisse (Hong Kong), Morgan Stanley Asia, Royal Bank of Scotland

• SIA’s bonds can be bought via DBS Bank, POSB, OCBC Bank and United Overseas Bank ATMs

Firm: Richards Butler Client: Kosmopolito (Hong Kong Law)

• Allen & Gledhill also advised Singapore Airlines in the tender and sale of the SIA Building at a divestment value of S$344m

| China | ►► ChinaCache International share issue Value: US$96m Firm: Davis Polk & Wardwell Lead lawyers: James Lin (Hong Kong), John Paton (London), Howard Zhang (Beijing) Client: (underwriters) Merrill Lynch, Pierce, Fenner &Smith, Deutsche Bank Securities, Oppenheimer & Co, Pacific Crest Securities Firm: Skadden, Arps, Slate, Meagher & Flom Client: ChinaCache International Firm: Han Kun Law Offices Client: ChinaCache (PRC law) Firm: Commerce & Finance Law Offices Client: Underwriters (PRC law) • Davis Polk & Wardwell and Commerce & Finance Law Offices advised Merrill Lynch, Pierce,

Firm: Reed Smith Client: Kosmopolito (US Law) Firm: Lee & Lee Client: Kosmopolito (Singapore Law) Firm: Commerce & Finance Client: Kosmopolito (PRC Law) Firm: Maples and Calder Client: Kosmopolito (Cayman Islands and BVI law) Firm: Jun He Client: Underwriters (PRC Law) • First Hong Kong IPO by a hotel company for almost four years • Use of proceeds include 80% for acquisition of hotels and related projects in mainland China, Hong Kong, Singapore and other Asia-Pacific regions; and 20% for expansion of hotel management business, including brand name shaping • Receiving banks for this offering are HSBC and ICBC (Asia)

Vivian Lam Paul Hastings

Asian Legal Business ISSUE 10.11

NEWS | deals >>

“This IPO is particularly unique as Kosmopolito is being spun off by Far East Consortium International, a leading conglomerate in the Asia-Pacific region” Vivian Lam, Paul Hastings

| Hong Kong/China |

►► your month at a glance Firm

Jurisdiction

Deal name

AccraLaw

Philippines/Korea Malaysia/Australia

Han Kun Law Offices

China/US

Herbert Smith

Philippines/Korea Hong Kong/China Hong Kong/China

BG Group–Korea Electric Power Corporation sale of power stations Camco-Kazanah Nasional Berhad joint venture JBIC-BTMU-Mizuho-SMBC acquisition financing of five gas power stations in Mexico Singapore Airlines retail bond offer Proposed Soilbuild Group Holdings privatisation and acquisition Golden Concord Asia secondary placement of shares Avago Technologies secondary share offer Redevelopment of Singapore’s Bedok Town Centre China Medical Equipment Hong Kong IPO BTA Bank restructure Camco-Kazanah Nasional Berhad joint venture BG Group–Korea Electric Power Corporation sale of power stations Mitsui Sumitomo–Hong Leong stake acquisition Camco International–Khazanah Nasional Berhad joint venture Cheng Kong Infrastructure hybrid securities issue Sunac IPO Kosmopolito IPO China Cache International ADS issue China Medical Equipment Hong Kong IPO Besunyen Holdings Hong Kong IPO Sunac IPO Changfeng Axle IPO Boshiwa IPO Mitsui & Co–Hyflux joint venture Cheng Kong Infrastructure hybrid securities issue Sumitomo Mitsui Bank bond offer China Cache International ADS issue Sunac IPO Changfeng Axle IPO Boshiwa IPO MicroPort Scientific Corporation Hong Kong IPO Boshiwa IPO Besunyen Holdings Hong Kong IPO Boshiwa IPO China Cache International ADS issue BG Group–Korea Electric Power Corporation sale of power stations China High Speed stake sale China Medical Equipment Hong Kong IPO

Hong Kong/China

China Medical Equipment Hong Kong IPO

129 Equity

Hong Kong/China Hong Kong/China Hong Kong/China Hong Kong/Singapore/US Hong Kong/ China Singapore/Japan/China

Sunac IPO Sunac IPO Changfeng Axle IPO Kosmopolito IPO MicroPort Scientific Corporation Hong Kong IPO Mitsui & Co–Hyflux joint venture

337 337 103 153 189 225

Hong Kong/China

MicroPort Scientific Corporation Hong Kong IPO

189 Equity

Hong Kong/Singapore/US Singapore

Kosmopolito IPO Deka Immobilien–Chevron House acquisition

153 Equity 419 M&A

Singapore

Singapore Airlines retail bond offer

230 Debt

Hong Kong/China

Franshion Properties securities issue

600 Debt

Mongolia/Hong Kong

Mongolian Mining Corporation IPO

Allen & Overy

Allen & Gledhill

Ashurst

Baker & McKenzie

►► Changfeng Axle IPO Value: US$103m

Commerce & Finance

Firm: Paul Hastings Lead lawyer: Sammy Li Client: Morgan Stanley Asia (sole bookrunner and sole global coordinator), Sammy Li Paul Hastings CCB International Capital and Morgan Stanley (joint sponsors and joint lead managers) Firm: Sidley Austin Client: Changfeng Axle (HK & US law) Firm: Jun He Client: Changfeng Axel (PRC law) Firm: Conyers Client: Changfeng Axel (Cayman Islands law)

Conyers Dill & Pearman Clifford Chance

Davis Polk

Fang Da Freshfields Fried Frank Global Law Office Haiwen & Partners

Hogan Lovells Jackson Woo & Associates Jincheng Tongda & Neal

Firm: Fangda Partners Client: Underwriters (PRC law)

Jun He

• Changfeng Axle Company is a leading Chinese auto parts manufacturer based in Fujian Province

King & Wood

• Company is engaged in the manufacturing and selling of axle and related components; began marketing its Hong Kong IPO in June 2010

Lee & Lee Linklaters Mallesons Stephen Jacques

Japan/Mexico Singapore Singapore Singapore Singapore Singapore Hong Kong/China Kazakhstan/Europe Malaysia/Australia Philippines/Korea Malaysia/Tokyo Malaysia/Australia Hong Kong Hong Kong/China Hong Kong/Singapore/US China/US Hong Kong/China Hong Kong/China Hong Kong/China Hong Kong/China Hong Kong Singapore/Japan/China Hong Kong Japan/US China/US Hong Kong/China Hong Kong/China Hong Kong Hong Kong/China Hong Kong Hong Kong/China Hong Kong

Hong Kong/Cayman Islands PHBS guaranteed perpetual capital securities bond issue

Maples and Calder

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Value Deal type (US$m) 400 M&A 50 Joint venture 1,200 M&A, Finance 230 323 259 304 604 129 1,670 50 400 1,000 46 1,000 337 153

Debt M&A Debt Debt Joint venture Equity Debt Joint venture M&A M&A M&A Debt Equity Equity

96 Capital markets 129 169 337 103 320 225 1,000 2,000

Equity Equity Equity Equity Equity M&A Debt Debt

96 Capital markets 337 103 320 189 320 169 320

Equity Equity Equity Equity Equity Equity Equity

96 Capital markets 400 M&A 418 Capital markets 129 Equity

Equity Equity Equity Equity Equity M&A

650 Equity 1,000 Debt capital

Hong Kong/Singapore/US

Kosmopolito IPO

153 Equity

Hong Kong/China

China Medical Equipment Hong Kong IPO

129 Equity

Hong Kong/China

Franshion Properties securities issue

600 Debt

Hong Kong/China

Besunyen Holdings Hong Kong IPO

169 Equity

Hong Kong/China

MicroPort Scientific Corporation Hong Kong IPO

189 Equity

Hong Kong

Cheng Kong Infrastructure hybrid securities issue

Mayer Brown JSM

Hong Kong Hong Kong

Phoenix Property Investors–Central Mansion stake acquisition LaSalle Investment Management residential site sale

1,000 Debt 335 M&A 92 M&A

Milbank, Tweed, Hadley & McCloy

Mongolia/Hong Kong

Mongolian Mining Corporation IPO

650 Equity

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NEWS | deals >>

“We have seen the number of completed listings in the Hong Kong IPO market pick up over the past weeks and the Changfeng Axel IPO is the first of a series of upcoming IPOs that our capital markets team expect to complete in the next several weeks” Raymond Li, Paul Hastings

| Hong Kong/China | ►► Sunac IPO

Value: US$337m

Firm: Paul Hastings Lead lawyers: Raymond Li, Sammy Li, Neil Torpey, Steve Winegar Client: Deutsche Bank and Goldman Raymond Li Paul Hastings Sachs (joint global coordinators, book runners and lead managers) Firm: Norton Rose Client: Sunac China (HK law) Firm: Davis Polk & Wardwell Lead lawyer: Show-Mao Chen Client: Sunac China (US law) Firm: Conyers Dill & Pearman Client: Sunac China (Cayman Islands law) Firm: Jun He Client: Sunac China (PRC law) Firm: Jincheng Tongda & Neal Law Firm Client: Sunac China (PRC law) Firm: Commerce & Finance Client: Underwriters (PRC law) • Sunac China, a Tianjin-based property developer, had a US$286m IPO in Hong Kong in December 2009. Shares were listed on December 18 and Deutsche Bank

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and UBS Investment Bank were joint sponsors • Use of proceeds for the 2009 deal were 90% for increasing equity interests in certain non-wholly owned property companies in the PRC; and 10% used for working capital and other general corporate purposes • This year’s IPO will see China Investment Corporation (CIC) subscribe for shares in the IPO valued at US$25m

Client: Deka Immobilien Firm: Lee & Lee Client: Chevron House • Acted for German fund manager Deka Immobilien in the S$547 million acquisition of Chevron House, a 33-storey commercial development located in the central business district of Singapore • Transaction marks Deka’s first major property acquisition in Singapore

• Sunac China focuses on highend property development and management business, mainly in China’s Bohai sea rim, south Jiangsu province, and the cities of Chengdu and Chongqing

• In September 2007, a Goldman Sachs-linked fund bought Chevron House, at a price of S$730m – the investment bank’s second major acquisition of office property in Singapore

| Singapore |

• Before the sale, Chevron House was owned by several companies.

CapitaLand, a longstanding client of WongPartnership, had a stake of 50% in the building.

►► Redevelopment of Singapore’s Bedok Town Centre Value: US$604m Firm: WongPartnership Lead lawyer: Karen Wee Client: CapitalLand Firm: Allen & Gledhill Lead lawyers: Steven Seow, Margaret Soh Client: CapitaMalls Asia • WongPartnership acted for CapitaLand in its joint venture with CapitaMalls Asia in relation to the successful tender and redevelopment of the land at the Bedok Town Centre Site, Singapore • WongPartnership and Allen & Gledhill have worked together with client CapitaLand on numerous occasions, most notably on CapitaMalls Asia US$1.7bn IPO in January this year • WongPartnership has also represented CapitaLand in its trust rights issue in April 2010, valued at US$820m

| Singapore | ►► Deka Immobilien - Chevron House acquisition Value: US$418.5m Firm: WongPartnership Lead lawyers: Carol Tan, Kenneth Leong

• CapitaLand was also involved in the development of Chevron House in 1993

| Singapore | ►► Proposed Soilbuild Group Holdings privatisation and acquisition Value: US$323m Firm: WongPartnership Client: ICBC Firm: Herbert Smith Lead lawyers: Mark Choy, Quak Fi Ling Client: Soilbuild Group Holdings Firm: Allen & Gledhill Lead lawyers: Andrew Lim, Christopher Koh Client: Dolphin Acquisitions • WongPartnership has acted for Soilbuild Group Holdings in the proposed voluntary delisting of Soilbuild from the Singapore Exchange, and in the exit offer and warrants proposal by Dolphin Acquisitions • Under the delisting, Dolphin Acquisition will make an offer for all the issued shares of Soilbuild • Soilbuild Group

Holdings Ltd is a Singapore-based investment holding company operating in four segments: property development, property investment, construction and property management • In April 2010, company acquired 100% interest in SB Northpoint, a company that now functions as a subsidiary of Soilbuild

| Hong Kong | ►► LaSalle Investment Management Tai Hang residential site sale Value: US$92m Firm: Mayer Brown JSM Lead lawyer: Ellen Tsao Client: LaSalle Investment Management • Sale and purchase agreement was signed on 6 October and completion of transaction is due on 8 November 2010.

• Purchaser is a subsidiary of Wing Tai Properties Development • Mayer Brown JSM acted for LaSalle Investment Management in its original purchase of the site at a total consideration of US$54.5m in February 2009

Ellen Tsao MayerBrown JSM

| Hong Kong | ►► Boshiwa IPO

Value: US$320m

Firm: Orrick, Herrington & Sutcliffe Lead lawyers: Edwin Luk, Allen Shuyu Client: Boshiwa International (HK and US law) Firm: Haiwen & Partners Client: Boshiwa International (PRC law) Firm: Conyers Dill & Pearman Client: Boshiwa International (Cayman law)

Quak Fi Ling WongPartnership

Firm: Fried Frank Client: Underwriters (HK and US law) Asian Legal Business ISSUE 10.11

NEWS | deals >>

Firm: Fangda Partners Client: Underwriters (PRC law) • Boshiwa makes Edwin Luk its debut on the Orrick main board of the Hong Kong Stock Exchange on 29 September, jointly underwritten by UBS AG, Credit Suisse, BOCOM International and Deutsche Bank • Boshiwa is a Shanghai-based company that designs, manufactures and sells children’s products • Company ranked first in total revenue amongst other mid- to high-end children’s products in China in 2009

| Malaysia/Australia | ►► Camco International – Khazanah Nasional Berhad joint venture

►► your month at a glance (CONT) Firm

Jurisdiction

Deal name

Nagashima Ohno & Tsunematsu Norton Rose O’Melveny & Myers Orck, Herrington & Sutcliffe

Japan/US

Sumitomo Mitsui Bank bond offer

Hong Kong/China Hong Kong/China

Sunac IPO Besunyen Holdings Hong Kong IPO

337 Equity 169 Equity

Hong Kong

Boshiwa IPO

320 Equity

Sekisui House–Newland Real Estate joint venture Sunac IPO Changfeng Axle IPO Kosmopolito IPO Franshion Properties securities issue Mitsui & Co–Hyflux joint venture Kosmopolito IPO Kosmopolito IPO MicroPort Scientific Corporation Hong Kong IPO Besunyen Holdings Hong Kong IPO

337 103 153 600 225 153 153 189 169

Philippines/Korea

BG Group–Korea Electric Power Corporation sale of power stations

400 M&A

Sidley Austin

Hong Kong/China Hong Kong/China

Changfeng Axle IPO MicroPort Scientific Corporation Hong Kong IPO

103 Equity 189 Equity

Simpson Thacher & Bartlett

Japan/US

Sumitomo Mitsui Bank bond offer

2,000 Debt

China Cache International ADS issue Mongolian Mining Corporation IPO Mitsui & Co–Hyflux joint venture BG Group–Korea Electric Power Corporation sale of power stations Cheng Kong Infrastructure hybrid securities issue BTA Bank restructure Doughty Hanson & Co–Equity Trust acquisition CDLHT MTN S$1bn multicurrency medium note program Olam bond issue Grandline International–Ibis Singapore acquisition financing Proposed Soilbuild Group Holdings privatisation and acquisition Deka Immobilien–Chevron House acquisition Redevelopment of Singapore’s Bedok Town Centre China Medical Equipment Hong Kong IPO

650 225 400 1000 1,670 471 743 250 149 323 419 604 129

Paul Hastings, Janofsky & Walker Rajah & Tann Reed Smith Richards Butler Ropes & Gray Shearman & Sterling Sicangco & Sigcangco Law Office

Skadden, Arps, Slate, Meagher & Flom Stamford Law Walkers Wakefield Quin White & Case

Firm: Baker & McKenzie Lead lawyer: Paul Curnow Client: Camco International

WongPartnership

Firm: Allen & Overy Client: Kazanah Nasional Berhad

Zhong Lun

China/US Mongolia/Hong Kong Singapore/Japan/China Philippines/Korea Hong Kong Kazakhstan/Europe Singapore/UK Singapore Singapore Singapore Singapore Singapore Singapore Hong Kong/China

• Joint venture was announced in London on 27 September 2010 after negotiations took place in Singapore and London

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M&A Equity Equity Equity Debt M&A Equity Equity Equity Equity

96 Capital market Equity M&A M&A Equity Debt M&A Debt Debt M&A M&A M&A Joint venture Equity

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

Please contact

• JV will be capitalised with up to US$46.05m to Paul Curnow invest in the Baker & McKenzie emissions-toenergy market in South-East Asia, together with carbon development and advisory services

2,000 Debt

Japan/US Hong Kong/China Hong Kong/China Hong Kong/Singapore/ US Hong Kong/China Singapore/Japan/China Hong Kong/Singapore/ US Hong Kong/Singapore/ US Hong Kong/China Hong Kong/China

Value: US$46.05m

• Camco International, a global developer of emission-reduction and clean-energy projects, has established a joint venture with Khazanah Nasional Berhad, the investmentholding arm of the government of Malaysia

Value Deal type (US$m)

| Hong Kong/China | ►► MicroPort Scientific Corporation Hong Kong IPO Value: US$189m Firm: Maples and Calder Lead lawyer: Greg Knowles Client: Issuer Firm: Jun He Client: Issuer Firm: Freshfields Client: Issuer Firm: Ropes & Gray Client: Issuer Firm: King & Wood Client: Underwriters Firm: Sidley Austin Client: Underwriters

alb@keymedia.com.au

61 2 8437 4700

• Shanghai-based MicroPort makes equipment for keyhole surgery for vascular diseases

Firm: O’Melveny & Myers Client: Issuer

• The company sells so-called interventional and minimally invasive devices to more than 1,100 hospitals across China, according to the company’s website

Firm: Global Law Office Client: Issuer

• After the listing, MicroPort Scientific may exercise an option to sell an additional 37.9 million shares, according to the terms • Proceeds of the IPO will be used to develop new products, acquire businesses, expand its production facilities and to build up its sales network

| Hong Kong/ China | ►► Besunyen Holdings Hong Kong IPO Value: US$169m

Firm: Maples and Calder Lead lawyer: Greg Knowles Client: Issuer Firm: Shearman & Sterling Client: Underwriters Firm: Commerce & Finance Client: Underwriters • Besunyen Holdings is a fastexpanding therapeutic tea productmaker in Beijing • Besunyen is selling 420 million shares to raise capital to fund the purchase of production equipment, expand its distribution network, repay debt and for working capital purposes

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NEWS | analysis >>

Analysis >>

Australia: The final frontier for international law firms?

International law firms Allen & Overy, Norton Rose and Dorsey & Whitney have all opened offices in Australia over the last 18 months. Despite deep differences in the size, scale and focus of their practices, each shares similar reasons for venturing ‘down under’. ALB looks at this trend and outlines why the arrival of further new faces in Australia should be seen as imminent

►► International firms in Australia Firm Baker & McKenzie Sullivan & Cromwell Skadden Stikeman Elliot Jones Day DLA Piper* Holman Fenwick & Willan Kennedys Sidley Austin Dorsey & Whitney Norton Rose Allen & Overy

Home Jurisdiction US US US Canada US US UK UK US US UK UK

Australian offices (year opened) Sydney (1964), Melbourne (1982) Melbourne (1983), Sydney (2001) Sydney (1989) Sydney (1997) Sydney (1998) Auckland, Brisbane, Canberra, Melbourne, Perth Sydney, Wellington (2006) Melbourne (2006) Sydney (2006) Sydney (2007) Sydney (2009) Brisbane, Canberra, Melbourne, Perth, Sydney (2010) Perth, Sydney (2010) This list does not purport to be exhaustive *In global alliance with Phillips Fox

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Asian Legal Business ISSUE 10.11

NEWS | analysis >>

W

hile some foreign law firms have had a presence in Australia for the better part of four decades, the way recent arrivals have sought to place their Australian presence firmly under the umbrella of their broader Asia-Pacific practice has refocused attention on the importance of the Australian market in Asia.

Asia via Australia

When US firm Dorsey & Whitney entered the Australian legal market via an office in Sydney in mid-2009 few were surprised. The firm, by its own admission, had been exploring the idea of opening there for the better part of five years. But while its opening was not unexpected, the role that its office would play in its global and regional Asia practice was certainly unorthodox. Rather than using Hong Kong, Beijing or Shanghai as the base for its Asia operations, the firm announced that Sydney would be its Asia hub – the nexus through which it would plan its assault on the lucrative India and Greater China markets.

“I guess some may say this is a little unusual,” the firm’s Asia managing partner said at the time, “but for us it’s natural and makes sense…

Australian is a developed country with a robust, stable economy and this is a good counterbalance to what we have elsewhere in the region. Australia is a slow-burning market: growth may be slow from time-to-time but it will rarely cease,” he said.

The novelty of Dorsey’s move should not be underestimated: in choosing to base its Asia operations outside of the region it was not only breaking from orthodoxy but also challenging the model that its US counterparts had been using in Australia for much of the last four decades. Firms like Skadden, Sullivan & Cromwell and Jones Day have treated their Australia offices generally as satellite offices with little or no integration into the firm’s other Asia offices. While Dorsey was arguably the first to go against the grain in this regard, a similar intent is apparent in the Australian expansion of both Norton Rose and Allen & Overy.

Both firms agree that the strength of the Australian economy was a major factor in their decisions to enter www.legalbusinessonline.com

“Our decision to launch in Australia underlines the increasing importance of Australia in the Asia-Pacific economies. We see significant opportunities for high-end, cross-border M&A and finance work in the private and public sectors” David MOrley, allen & overy

Australia and each has also talked extensively about its desire to tap into the market’s wealth of commercially astute and technically gifted lawyers.

For instance, Thomas Brown, Allen & Overy’s Asia-Pacific managing partner, described his firm’s Australia move as logical in its global expansion given the well-known depth of the country’s talent pool; and Don Boyd, Norton Rose Australia’s chief executive partner, said he saw the country’s talent pool as “vital and critical” to its regional expansion.

Asia. This is not to mention that with 2,050 listed companies and a market capitalisation of around US$936bn the Australian Stock Exchange is currently the largest liquid stock market in the Asia-Pacific (ex- Japan).

Estimates from the ATC suggest that these numbers will continue grow in the months ahead, and so will the country’s economy – despite the minority Labor government’s less probusiness platform.

Two-way investment

It is no secret that a number of international law firms are seriously investigating entering the Australian legal services market. In addition to Clifford Chance’s very thorough, very public reconnaissance centred on Australian top-tier heavyweight Mallesons, industry observers contend that at least one other Magic Circle law firm is “very close” to announcing its intentions to open in Australia while a number of second- and third-tier US firms are also exploring options.

The importance that an Australian presence may have for international law firms should not be underestimated; but it is an importance that will likely derive from treating Australia as part of an Asia practice rather than as a stand-alone, satellite office offering only niche advice on the intricacies of New York securities law. Thirty years ago it was an international firm’s presence in Tokyo or Hong Kong that was the hallmark of a well-rounded Asia practice. Twenty years ago it was a presence in Shanghai or Beijing.

Tomorrow it may be a presence in Sydney, Melbourne or Perth. In an age where it is becoming increasingly difficult to distinguish one firm’s Asia practice from another, being able to lay claim to offices in the Antipodes adds an element to an Asia practice that few others can boast. ALB

While factors such as these make Australia an increasingly lucrative market for international law firms, they are, in themselves, insufficient to explain why Australia is so appealing to international players. Norton Rose’s Boyd probably puts it best when he says: “To just set up in Australia to just tap into the Australian legal market doesn’t really on the face it make it a business case because this is a massively competitive environment.”

What really makes Australia enticing for international law firms are the increasing two-way transactional levels between Australia and Asia.

“Our decision to launch in Australia underlines the increasing importance of Australia in the Asia-Pacific economies,” said Allen & Overy’s senior partner David Morley. “We see significant opportunities for highend, cross-border M&A and finance work in the private and public sectors, particularly in the energy, mining and natural resources sectors.” The empirical data provides perhaps the best indication of just how important.

In the first half of 2010, FDI into Australia stood at US$328bn and outward FDI at US$346bn, according to the Australian Trade Commission (ATC). During this period, the country accounted for 13% of global inward FDI flows into South and South-East

Implications

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NEWS | analysis >>

Analysis >>

In-house graduate recruitment:

Hewlett-Packard has gone where few corporate law departments have gone before, launching its own formal in-house graduate training program. But the negatives could outweigh the positives both for the company and the lawyers concerned.

ALB investigates

a road less I travelled

n September this year, HewlettPackard (HP) announced that it would offer fresh law graduates in-house training contracts. The move makes the US-based tech giant’s in-house team conspicuous in the world of corporate law — only a handful of corporates across the world have dipped their toes into graduate recruitment, but few as wholeheartedly as HP— but will others seek to emulate their model?

ALB’s research suggests that while the sentiment should be applauded taking on lawyers to be may be more trouble than its worth for the company and the lawyers concerned.

Structure

According to HP’s global general counsel Michael Holston, the in-house team’s graduate training program will be based loosely on the training contract system offered by most US and UK law firms. Graduate trainees will take ‘seats’ or rotations through the legal team’s major departments including litigation and dispute resolution, intellectual property, commercial law and risk management. The four trainees who will start this year (chosen from Harvard, Northwestern and the University of California at Berkeley) will work out of the legal team’s base in Palo Alto and will their progress will be closely monitored by senior lawyers to ensure that they develop a balance of both technical skills and the more commercial skills that are essential to role of an in-house lawyer.

The company’s decision to take law graduates into its in-house legal department is both a direct consequence of the belt-tightening that was induced by the financial crisis and the changing nature of the in-house legal role. Holston, who has presided over 10

Asian Legal Business ISSUE 10.11

NEWS | analysis >>

a comprehensive restructuring of the company’s in-house legal function, believes that not is graduate recruitment the key to streamlining internal legal costs, but their grounding in-house means they are also more predisposed to giving commercially viable and sector-specific advice. Holston said that more mature lawyers such as those with 5-7 years PQE who come from private practice often struggle with the transition develop the requisite levels of commerciality needed and “take far too long” to switch their advisory mindset from risk avoidance to risk management.

Negatives

While HP’s graduate recruitment program is certainly novel and a somewhat creative response to the increasing costs pressures that in-house legal departments are subject to, few predict other corporates will seek to emulate it. Firstly, few companies have the same amount of in-house legal resources at their disposal as HP and even fewer can commit the time required to ensure graduates develop to a level necessary in-house.

“After the financial crisis there has been a sharpened focus on in-house legal departments as fee generators, not only as cost minimisers,” said one in-house lawyer ALB interviewed.

“In this context, I think very few boards would support such a strategy especially as you are unlikely to see any financial returns in the medium-term.”

Others believe that while being able to train a lawyer from the ground up in the often fine art of commercial acumen is vital to the in-house role, bringing on lawyers to be who have foregone the often arduous private practice induction into law may in fact be counterproductive for in-house legal teams. “[The success of models like those being used by HP] will depend on the level of complexity you have in your in-house legal department,” said Andrew Bellers, the Asia Pacific general counsel for Aon. “I would be sceptical whether an in-house environment allows for the development of the ‘hard law’ skills. I very large legal departments this may be theoretically possible but I have my reservations as to whether this will be achieved to an acceptable level for the individuals and the companies concerned.”

Not having the ‘hard skills’ that Bellers speaks of may limit the career development opportunities available to those who chose to start their legal careers in-house. Ben Cooper, vice president at CML Recruitment says although schemes such as HP’s will allow lawyers to fast-track their careers in-house, bypassing private practice training can be a long-term risk.

“The disadvantage of bypassing the private practice stage of the [traditional] in-house path is that associates will not gain the thorough technical training lawyers receive in structured training contract programs,” he said. “As a lawyer [working in Asia] you want to have thorough training and knowledge so you have something to fall back on.”

Whether or not any corporates in Asia will implement strategies similar to HP remains to be seen. HSBC, Barclays Capital, Aviva and Vodafone have all tried their hands at graduate legal recruitment only to see their programs produce disbanded quickly after for want of solid results.

But the changing dynamics of legal recruitment in Asia and the much talked about crush for talent in places like Singapore, Hong Kong and Malaysia may well mean that in-house legal departments need to secure the best talent, sooner rather than later, lest they lose out to top local and domestic law firms. ALB www.legalbusinessonline.com

Update >>

Intellectual Property New milestone in Singapore’s patent system development

O

n 20 September 2010, the Singapore Registry of Patents published a “Guide on Patentability Issues arising during Search & Examination”. This Guide is intended to provide instructions and guidance to patent practitioners on how to deal with patentability issues that arise during substantive examination of Singapore patent applications. Given Singapore’s short patent history, the publication of this Guide represents a milestone in developing patent jurisprudence in Singapore.

The examination of patent applications is unique to Singapore because examination may take any one of the “local”, “foreign”, or “mixed” routes. There are no patent examiners at the Singapore Registry of Patents, so the “local” examination route means that Singapore patent applications are sent to the Australian Patent Office, the Austrian Patent Office, the Danish Patent Office or the Hungarian Patent Office for substantive examination. In the “foreign” route, applicants may rely on the successful prosecution of a corresponding application for grant of the Singapore patent in lieu of “local” examination. In the “mixed” route, applicants request “local” examination based on search results obtained from a corresponding application.

The Guide aims to focus on examination carried out under the “local” or “mixed” route. With patent examiners working in different jurisdictions, the Guide is also intended to serve as a source of reference for these examiners.

One useful feature of the Guide is its comparative study of the different approaches taken in the United States, Europe, the United Kingdom and how they compare with Singapore.

An example worth noting is the issue on patentable subject matter. The Guide indicates that Singapore’s patent examiners need not be embroiled in the debate on whether a particular claimed subject matter falls within a statutory list of exclusions and whether the subject matter has “technical character”, “technical contribution” or “technical effect”.

Instead, Singapore examiners only need to look out for that “something more” for the subject matter in question to rise above the status of a “discovery” to the status of an “invention”. Therefore, it would appear that inventions relating to business methods and computer programmes may be considered patentable subject matter in Singapore so long as they pass the first hurdle of it being an invention.

There are certainly patentability issues that have yet to be decided on before the Singapore courts.

Until then, in the absence of local case law, this Guide will come in useful to patent practitioners in dealing with these issues.

Edmund Kok, Patent Attorney ATMD Bird & Bird LLP Phone +65 6428 9843 Email edmund.kok@twobirds.com ATMD Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. The firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.

Edmund Kok

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news in brief >> Mayer Brown JSM helps out NGOs Mayer Brown JSM has donated more than 1,700 items of furniture to 14 social enterprises and nongovernmental organisations in Hong Kong.

This initiative is organised by the Hong Kong Council of Social Service - HSBC Social Enterprise Business Centre (SEBC) and follows the recent renovation of Mayer Brown JSM’s main office. Items donated included more than 700 book shelves, 400 cabinets, conference tables, desks as well as chairs.

The firm decided to give away its temporary furniture to NGOs including the Salvation Army, Christian Action, Stewards and Playright, as well as social enterprises across the city operated by various other NGOs. These social enterprises generate income through business operation and reinvest profit into the community and disadvantaged groups.

Dewey & LeBouef gains fourth office in Middle East – Abu Dhabi US firm Dewey & LeBouef has opened its fourth office in the Middle East – in Abu Dhabi. The firm, which has had a presence in the region for over 30 years, also has offices in Dubai, Doha and the Saudi capital Riyadh.

The firm’s new Abu Dhabi office will serve as the base for its insurance and alternative and clean energy practices in the Middle East in addition to providing a full range of corporate services, including project and infrastructure development and finance, banking and capital markets.

The office’s development will be overseen by corporate and energy partner Stephen Jurgenson, who has recently located to the UAE capital from the firm’s London office. He will work closely with London-based capital markets partner Camille Abousleiman.

Kuwait: ASAR strikes alliance with Boutros Ziadé to tap lucrative Lebanon market Kuwaiti firm Al Ruwaydeh & Partners (ASAR) has sealed an alliance with Lebanese law firm Boutros, Ziadé & Associates to capitalise on the increase in three-way investment between Kuwait, Bahrain and Lebanon.

The two firms, which have been working together for the better part of the last decade on an informal basis, said that the improved economic conditions in Lebanon coupled with a dearth of cross-border legal service providers were behind the move.

“ASAR partner Ibrahim Sattout, who is a Lebanon-admitted practitioner, and Boutros Ziadé name partner, Walid Boutros, will be the lawyers responsible for overseeing the alliance.

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Hong kong >>

IPO boom in Hong Kong – Paul Hastings, Orrick

A

tremendous surge in Hong Kong IPOs in recent weeks indicates a return to health for capital markets in the region, and well positioned firms are reaping the benefits.

“This year has been an interesting year in terms of pace,” Paul Hastings Hong Kong chair Neil Torpey said. “In the first couple of months, markets were looking very robust and were receptive to a lot of capital market deals. In March, the European liquidity crisis effectively slowed debt, capital and credit markets globally, including Hong Kong and we saw a period from March to July whereby the Hong Kong IPO market was much slower. Now in the last several weeks, the market in the US has advanced in a significant way and there’s a much higher level of receptivity amongst investors towards new offerings that

are coming to market in Hong Kong, with quite a significant appetite.”

Torpey says his firm is currently working on approximately 25 Hong Kong IPOs and has hired 20 new lawyers in the last 12 months to cope with the influx of capital markets and finance work. “There is a tremendous amount of activity in that space right now. What has changed in the last several weeks is while we’ve been very busy on a number of these deals, now the deals are beginning to come to market and go to the finish line,” Torpey said.

Changfeng Axel – a leading Chinese auto parts manufacturer – completed a Hong Kong public offering and an international offering under Regulation S/Rule 144A on September 27. “We have seen the number of completed listings in the Hong Kong

SINGAPORE >>

Breakthrough water recycling JV

R

ajah & Tann, Stamford Law, King & Wood and Clifford Chance have acted on the first proposed takeover of a listed business trust in Singapore – a US$225m joint venture between Japan’s Mitsui & Co and Singapore Hyflux to develop a substantial water treatment business in Mainland China.

Under the terms of agreement signed in August, the new joint venture company, Galaxy NewSpring agreed to acquire 21 existing water treatment,

management and recycling operations in China, currently owned by Hyflux and its Singapore-listed subsidiary Hyflux Water Trust (HWT).

The transaction is significant as this is the first proposed takeover of a listed business trust in Singapore since business trusts were first introduced in 2004. Galaxy has now completed the acquisition of four of the existing operations directly from Hyflux.

Galaxy has also made an offer to Asian Legal Business ISSUE 10.11

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Update >>

and Maples bring deals to market IPO market pick up over the past few weeks and the Changfeng Axel IPO is the first in a series of upcoming IPOs that our capital markets team expect to complete in the next several weeks, “ Paul Hastings chair of greater China practice Raymond Li said.

Meanwhile, a team from Orrick led by partners Edwin Luk and Allen Shuyu recently advised Boshiwa, a high-end Chinese children’s product manufacturer in its US$320m IPO on the main board of the HKSE. “As the markets continue to improve, we expect to see more Chinese companies with similar profiles as Boshiwa tap the capital markets in Hong Kong,” Luk said.

Orrick also acted on the US$223m HK IPO of Trony Solar – a Shenzhen-based solar power photovoltaic module manufacturer – that took place on 7 October 2010. The Orrick team was led by Edwin Luk and Phoebus Chu. Other firms have been busy with IPO work too. Maples and Calder recently completed three IPOs on the Hong Kong Stock Exchange, Maples acting as BVI & Cayman counsel to issuers China Medical System Holdings, Microport Scientific Corporation (US$213m) and Besunyen Holdings. ALB

engages top law firms acquire all the publicly held units of HWT as part of the transaction, which is expected to complete before the end of the year and will result in the acquisition of the remaining 17 existing operations.

“Water supply is vital for regional development in the years ahead and efficient management and recycling operations are critical to ensure the best use is made of scarce resources,” said Clifford Chance lead partner advising Mitsui & Co, Lee Taylor.

“This project unites the skills of two leading Asian companies in this sector to develop a significant water supply business focused on China’s fast-developing provinces, such as Hebei and Jiangsu,” he said.

The Clifford Chance team led by partner Lee Taylor advised Mitsui & Co while Rajah & Tann acted for Hyflux and Stamford Law acted for the consortium on the Exit Offer here in Singapore. In China, Mitsui engaged King & Wood. ALB ►► (Japan) Mitsui & Co - (Singapore) Hyflux joint venture

US$225m

Synopsis: Japan’s Mitsui & Co signs a joint venture with Singapore’s Hyflux to develop a substantial water treatment and management business in Mainland China.

Firm Rajah & Tann Stamford Law Clifford Chance [lead partner: Lee Taylor] King & Wood

Client Hyflux Consortium on the exit offer Mitsui & Co

Role International counsel Singapore counsel International counsel

Mitsui & Co

PRC counsel

www.legalbusinessonline.com

Employment New Employment Dispute Resolution Mechanism for PMEs

O

n 27 August 2010, Singapore’s Ministry of Manpower (MOM) announced proposals to augment existing employment dispute resolution mechanisms for Professionals, Manager and Executives (PMEs) and employers.

Currently PMEs may turn for dispute resolution to the courts, or if they are members of a union recognised by the PME’s employer, they may seek representation from their unions to resolve employment disputes with the employer.

MOM’s proposals are: • to expand the eligibility criteria for PMEs to use the MOM’s Labour Court for salary claims, and • to introduce a tripartite mediation option for PMEs who are union members and whose employers are not unionised for other key employment disputes.

At present, PMEs earning a basic salary of not more than SGD2,500 can use the adjudication process through the Labour Court administered by MOM for their salary claims. MOM now proposes to increase this salary ceiling to SGD4,500.

A new limit of SGD20,000 will be introduced to cap the amount that may be ordered by the Labour Court for successful salary claims made by PMEs. Claims for an amount higher than SGD20,000 will have to be made through the civil courts.

Currently, PMEs in non-unionised companies but who are members of a trade union, do not have avenues to seek representation from trade unions to resolve their individual employment disputes. Under the proposed changes, such PMEs earning a basic salary of not more than SGD4,500 will have access to a new tripartite mediation process to resolve their employment disputes with employers.

The process for a PME to raise his dispute to tripartite mediation is as follows: • The PME must inform his trade union (or federation which his trade union is affiliated to).

• If the PME meets the salary eligibility criteria, the trade union (or federation) will then notify MOM on his behalf, to arrange for tripartite mediation.

• MOM will lead the tripartite mediation session to assist the employer and the PME to resolve the employment dispute.

• The employer and the PME will be assisted by tripartite mediation advisors who will assist the respective parties to facilitate an amicable settlement.

Repeated non-attendance by the PME or employer will result in the case being struck off for the absent PME or penalties for the absent employer.

If the dispute cannot be resolved Susan de Silva through mediation, the PME may have to pursue his case through the civil courts.

If the dispute involves salary claims, the claim may be adjudicated through the Labour Court.

Susan de Silva, Partner Direct: (65) 6428 9817 | susan.desilva@twobirds.com Kavitha Rajan, Foreign Lawyer Direct: (65) 6428 9419 | kavitha.rajan@twobirds.com ATMD Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. The firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.

Kavitha Rajan

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japan >>

uk report UK firms re-introducing intellectual ability to the graduate recruitment process Top UK law firms are introducing more ‘intellectual ability’ tests and phone interviews aimed at testing communication skills into the graduate recruitment process, to help determine whether candidates are suited to a career in law. Other measures such as psychometric testing, which is commonly used in other professions to assess graduate candidates, are also being considered.

Top 10 firm Herbert Smith has introduced an on-line situational judgment test, taken as soon as the application form is filled out. It has also added a logical reasoning test to its existing verbal reasoning exam. Head of resourcing Peter Chater said the measures will improve the objectivity of the process and reduce the length of the application, so the firm can reply to candidates more quickly.

Pinsent Masons has also introduced a telephone interview for candidates to establish that they are right for the firm both on and off paper. “As an increasing number of people apply for a career in law, we’ll need more ways to distinguish between applicants other than the traditional application form,” said Pinsent Masons graduate recruitment manager Edward Walker.

Linklaters comes bearing gifts In a move deemed appropriate for London’s gloomy weather, UK firm Linklaters is providing shelter from



the rain of the GFC for graduates with a return to levels of merchandising not seen since before the crisis began. The firm now offers Linklaters branded umbrellas at graduate recruitment fairs, encouraging students to share them around, mimicking the bike-sharing schemes now well established around Europe. In addition, Linklaters has promised to donate GBP20,000 to be divided between three educational charities.

Franchising looking possible in UK firms As firms look for ways to decrease marketing and promotional costs, law firm franchise QualitySolicitors is said to be on the verge of signing 4 of the UK’s top 100 firms and is preparing to launch 50 branches within the next two years.

While Quality Solicitors chief executive Craig Holt would not reveal the names of the firms, he said: “There’s more than one top 100 firm with whom we’re in discussions presently about taking on the QualitySolicitors branding alongside their own, but I can’t say more than that, I’m afraid.”

All is set to be revealed once the firms have signed on the dotted line.

Part of QualitySolicitors approach to growth is to take on more commercial work. Firms that sign up to QualitySolicitors pay an annual fee and their name is listed alongside the QualitySolicitors brand as part of the law firm’s title. The fee is used for marketing and advertising purposes.

ROUNDUP • London is preparing to welcome seven new partners from US legal giant White & Case. The firm appointed 35 new partners globally in October • Slaughter and May has set up its own outsourcing panel of three LPO providers it is willing to work with, caving to client pressure to keep fees down • Clifford Chance and Linklaters are two of only seven top firms leading the way by offering the accelerated LPC course to new recruits. Others include Slaughter and May, Norton Rose and Herbert Smith • Slaughter and May has been chosen as an advisor on the proposed takeover of Liverpool FC by the owner of the Boston Red Sox • Simmons & Simmons held its annual partner weekend on 12-13 October. Partners confirmed that a transAtlantic merger is still an option. China was also emphasised as a key part of the firm’s planned growth strategy • Herbert Smith has boosted its Singapore arm with the relocation of partner Adrian Cheng from the firm’s London office • Allen & Overy, Linklaters, Clifford Chance, Norton Rose and Herbert Smith were all among the firms chosen for Lloyd’s combined legal adviser roster

14

Blake Dawson to B

lake Dawson will expand its Japan team significantly in the coming months, predicting strengthening outbound M&A deals and PPP partnerships between the two countries in the coming months.

According to Blake Dawson M&A practice head Ian Williams, Japanese financial stalwarts such as Nomura, Bank of Tokyo and Mitsubishi are aggressively expanding their operations in Australia – in addition to a flood of acquisition deals coming to market between the

asia >>

Asia key driver in

U

S firm Squire, Sanders & Dempsey and UK firm Hammonds have become the latest pair to discuss the possibility of a trans-Atlantic merger.

The two firms said that much remains to be done before bringing the merger to a partnership vote, but it is anticipated that partners in both firms will be asked to vote before the end of this year.

If a merger were to proceed, the combined firm would have 37 offices and around 1,300 lawyers across 17 countries, while global revenues would top US$625m. And in Asia, the combined firm would have around 80 lawyers across offices in Beijing, Shanghai, Hong Kong and Tokyo.

The emerging Asian markets, particularly the growing importance of China's economy to the world, lead many international lawyers in the region to believe that Asia is a key driver in recent UK-US law firm mergers.

Rocky Lee, who recently left DLA Piper to become Cadwalader Wickersham & Taft's Asia managing partner, is one of the lawyers who hold this view. "I am led to believe that many of the mega US-UK law firm mergers are driven by the lure of Greater China," Lee said.

"Many managing partners and legal consultants of these firms expect to see the Greater China legal market grow on a trajectory similar to that of China's GDP." Asian Legal Business ISSUE 10.11

NEWS >>

expand Japan operations two jurisdictions. “Japanese trading houses are active participants in PPP deals in Australia,” Williams told ALB. “We see continued strong participation in energy and resources.

There is a lot of M&A work outbound from Japan with plenty of buying interest in coal mines and LNG from Japan to Australia. As a separate category the number of PPPs likely to be available for Japanese investors – whether it be constructors or equity arrangers or investors – is growing,” he said.

According to data released by the Australian Bureau of Statistics, over US$10bn of new investment flowed from Japan into the Australian economy during the last financial year.

Japanese investment tends to get less coverage than Chinese, said Williams but Japan has traditionally been the largest investor from Asia.

The firm is set to bring an additional three lawyers to its Tokyo office in the next six months, bringing the total number to 10. The office was launched in April this year. ALB

latest UK-US merger moves Earlier this year, Crispin Rapinet – Hogan Lovells managing partner for Asia and the Middle East – affirmed that one of the impetuses for the merger between Hogan & Hartson and Lovells was the growing importance of the Asia market, particularly that of China, and the long-term commitment of both firms to the region. "Creating a global firm with a substantial presence and capability in the US and Europe is the obvious key rationale for the merger...but what we will achieve in Asia and what we can achieve through the merger is also a significant part of the rationale for doing the deal," said Rapinet.

However, a merger doesn't necessarily mean advantages. Several Asia managing partners of international firms, such as Eversheds' Nick Seddon, pointed out that they haven't seen any impact in Asia of the Hogan Lovells merger yet. Others note that the most visible and immediate effect has been significant headcount movement. "We've seen some well advertised departures from the merged firms. So this naturally has impacted Asia's relatively small legal market," said Lee. Commenting on the Squire SandersHammonds merger, Lee said that the proposed union should create synergies but the real question is whether the market has enough room for these mega global law firms to gain a distinct commercial advantage. ALB www.legalbusinessonline.com

news in brief >> Founder of HHP dies aged 55 Tuti Dewi Hadinoto, co-founder of Hadiputranto Hadinoto & Partners (HHP), has died aged 55.

Hadinoto, who was one of the lawyers responsible for growing HHP into arguably the most formidable law firm in Indonesia, is also widely credited with Dewi engineering the firm’s alliance with Tuti Hadinoto Baker & McKenzie.

HHP Hadinoto had more than 20 years experience in capital markets-related transactions across the region and was widely regarded as one the of the foremost securities lawyers in Indonesia. She was head of the firm’s Capital Markets Practice Group and acted on some of the countries largest IPOs of the past decade in addition to advising on watershed M&As. “She will be remembered as a strong woman who had a high level of commitment towards her work as well as the development of HHP, and a great love of family and friends,” said Timur Sukirno, chairman of HHP. “Her legacy will live on; we will maintain the position of HHP…the firm that Tuti Dewi built and was so proud of.” dacheng joins King & Wood and Jun He in Nyc Dacheng, China’s largest law firm by lawyer head count, has officially opened its new branch on Wall Street. New York is Dacheng’s second location in the US – the firm established a branch office in Los Angeles and entered into a strategic alliance with California firm Matthews Wilson and Hunter last June.

The newest addition to Dacheng’s global network is headed by partner Dong Huachun, the current head of capital markets practice who is dual-qualified in New York and the PRC. Singapore: JLV to give Duane Morris ‘credible’ presence in Singapore US firm Duane Morris has secured approval from the Singapore Ministry of Law to launch a joint law venture (JLV) with local firm Arfat Selvam Alliance.

Duane Morris, which has had a small three-lawyer presence in the Lion City since 2007, cited increasing transactional volumes in South-East Asia as well the growth potential in areas such as Islamic finance as the drivers behind the move.

Arfat Selvam is a 17-lawyer corporate practice specialising in corporate transactional work as well as Islamic finance.

The move means Duane Morris will become only the second US-based law firm to currently use the JLV model to structure its Singapore practice; Baker & McKenzie has enjoyed a successful relationship with Wong & Leow since 2001.

15

NEWS >>

Japan >>

NO&T announces

us report Red becomes Red, White and Blue in Liverpool FC sale Liverpool FC’s traditional red is looking set to become Red, White and Blue this month as US firms Shearman & Sterling and Weil Gotshal & Manges advise on the sale of an English institution, Liverpool FC, to the owner of the Boston Red Sox, New England Sports Ventures (NESV).

European managing partner Creighton Condon is understood to be leading the team acting for longstanding Shearman client NESV. Weil Gotshal’s managing partner for London, Mike Francies, is said to be advising the current owners of the club, Tom Hicks and George Gillett.

Corporate rainmaker Nigel Boardman, from UK firm Slaughter and May, will also be advising Liverpool FC. It is also still unclear whether Allen & Overy has a role in the takeover, which requires premier league permission before the deal can progress.

White & Case confirms 35 new partners world-wide, Asian focus strong US legal giant White & Case LLP has named 35 new partner appointments world-wide as the firm continues to grow and strengthen its Asian presence. The appointments follow the promotion of 33 partners in December 2009.

English qualified Charlie Wilson will head the



N firm’s M&A practice in Singapore, while Tokyobased bengoshi Yuji Ogiwara will be the partner for commercial litigation in its Tokyo office. HKand English-qualified lawyer Baldwin Cheng will head the banking practice in Hong Kong.

Barclays Capital kicks off review of US legal advisers – sparks competition frenzy BarCap has begun its first review since the US$1.75bn Lehman acquisition and competition from both sides of the Atlantic is fierce. US firms Skadden Arps Slate Meagher & Flom and Weil Gotshal & Manges and UK firm Linklaters are heading the pack, but anything could happen as some members of its 52-strong panel of advisers could even be removed from the roster.

The addition of the US arm of Lehman appears to have sparked the frenzy – with one US partner commenting: “Barclays’ investment arm has gone from a second thought on Wall Street to a power player. BarCap has always been major league in M&A, but with the addition of [the US arm of] Lehman the group boasts a top-notch balance sheet.”

BarCap has also made several new hires recently in an effort to boost its global standing. The company completed its last full panel review in July 2009 and appointed a number of new advisers after the process.

ROUNDUP • A former Dewey & LeBoeuf lead counsel has garnered support from Google and other investors for a US$5bn offshore wind energy project in the mid-Atlantic • UK firm Allen & Overy has relocated London partner Andrew Fraiser to its New York practice with a view to taking the market lead on PPP and infrastructure project advice • Winston & Strawn has poached its new Beijing chief, Jem Li, from fellow US operation Cadwalader Wickersham and Shaft • Baker Botts made two new partner hires for its London office. Global projects lawyer Hamish McArdle and litigator Alejandro Escobar were the only two promoted outside the US • Cleary Gottlieb Steen & Hamilton and Sullivan & Cromwell LLP were both selected to advise Russian internet group Mail.ru on its listing on the LSE for approximately US$5bn • White & Case LLP has launched a new Beijing seat for its trainees, expanding its secondment program from existing seats in Singapore, Hong Kong and Tokyo • Jones Day Madrid chief Luis Riesgo will be relocating to Sao Paulo to head the firm’s new Brazil office base. Partners Sanjiv Kapur and Wade Angus will follow when they are qualified to practice • Weil, Gotshal & Manges, Jones Day and other US firms confirmed that the billable hours for unwinding the now defunct Lehman Brothers broke the US$1bn barrier in October

16

agashima Ohno & Tsunematsu’s recent announcement of a landmark alliance with Allens Arthur Robinson (AAR) – to capitalise on the Australian Jiro Mikami firm’s regional spread NO&T Partner — indicates a longterm structural shift in Japanese business dealings as Japan’s outbound investment into Asia grows.

“These days Japanese companies are seeking to expand operations into Asia, especially into Southeast Asia ; and because Allens has 11 offices in Asia, we think it’s worth entering into an offshore core alliance relationship with them,” NO&T partner Jiro Mikami told ALB. industry >>

Trend alert: private partnership with governments on the rise

P

rivate participation in public infrastructure is growing in Asia and will be a trend to watch in coming years. According to Baker & McKenzie of counsel Paul Elliott, PPP work is on the rise in the Asia- Pacific – including in Japan, Singapore, Taiwan and Australia.

“PPPs tend to lend themselves better to more sophisticated jurisdictions,” Elliot told ALB. “There is a revitalised level of interest of PPPs in the Asian region. I think the reason why governments in the region are moving towards a PPP model is due to a matter of efficient risk allocation,” he said.

Other lawyers in the region agree.

“PPPs project models have been very successful in Singapore and a number of Asian countries are trying to replicate its success. It is an up-andcoming trend in the region,” Norton Rose of counsel Nicky Davies said.

According to Herbert Smith head of Asia Anna Howell, the firm has witnessed not just an increasing number of public-private partnerships but also more partners within these partnerships. ALB Asian Legal Business ISSUE 10.11

NEWS >>

alliance: indicative of outbound trend Conversely, AAR believes the benefit is mutual. “This decision is in response to the growing needs of clients as they move beyond Japan – and an increasing number of Australians clients go into Japan,” AAR Japan practice lead partner Tim Lester said.

Areas AAR expects to see growth following the collaborative alliance include infrastructure and projects, energy and resources, M&A, renewable energies suppliers and agribusiness.

According to Tim Lester, this alliance will be “more structured and seeks to be a much more cohesive and collaborative arrangement” than its relationship with Slaughter and May in Asia – which he defines as more referral than collaborative.

NO&T presently has a lawyer seconded to AAR’s Jakarta office and plans to second another two to the firm’s Ho Chi Minh and Bangkok offices.

NO&T has revealed it is currently working on a big deal relating to the Asia and Oceania energy markets, of which further details remain confidential.

According to Mikami, NO&T does not intend to open any further offices in Asia for now, and plans to use AAR’s offices in Asia instead.

“The biggest reason for entering into this core alliance is our clients: the Japanese companies are seeking to expand their operations into Asia and that movement is accelerating these days,” Mikami said. ALB

china >>

WongPartnership’s latest foray: BeijingShanghai vital combo

W

ongPartnership has recently received approval to launch its second China representative office, in Beijing. This year, Latham & Watkins and Australian firm Minter Ellison, amongst others, have both expanded out of Shanghai into Beijing to target larger companies and SOEs. The Beijing office will be WongPartnership's fourth overseas office after Shanghai, Qatar and Abu Dhabi. Collectively, the firm will have around 20 fee earners in the mainland, supported by a team of over 40 China practice lawyers.

"We have long recognised the significance of Beijing. The profiles of clients in the two cities are very different. In Beijing you have the SOEs and in Shanghai you get the smaller businesses along with a concentration of MNCs. The scale and types of deals closed are also different.

Both markets offer something different for international firms.

That is why you will continue to see international firms' involvement in both cities," said Gerry Gan, joint head of WongPartnership's China Practice.

www.legalbusinessonline.com

news in brief >> Asia-pacific IPOs skyrocket According to recent data released by Thomson Reuters, there have been 555 IPO issues (in Asia excluding Japan) this year to date, with a 165% increase in IPOs from the same period last year.

Japan has witnessed a whopping 2,806% increase in IPOs in the past year but it is Chinese companies that account for a significant portion of IPO growth within the region.

China has seen a 195% improvement in its IPO statistics, accounting for US$78.1bn of the US$98.6bn IPO proceeds in the year to date.

Australia has seen a 373% jump in the number of deals on the market but has only managed a proceeds value of US$800m thus far.

Nabarro latest firm to zero in on Singapore legal services boom UK law firm Nabarro has been granted a foreign law practice (FLP) license in Singapore and is due to start operations later this year. The office will focus on the areas of construction, engineering and international arbitration, and will be led by construction partner Emerson Holmes.

“The initial focus of our practice will be giving advice to clients involved in onshore and offshore construction and engineering, including advice on dispute avoidance and arbitration. Our aim is to grow the office with strategic local hires,” Emerson told ALB.

►► Quick facts: Nabarro Offices

With its Shanghai office operating for six years, WongPartnership has won many mandates on SinoSingaporean deals. The firm recently advised on a RMB12bn JV between Tianjin Eco-City and Keppel Corporation. It also recently closed another JV agreement between Guangzhou Knowledge City Investment and Development and SingBridge International, a wholly owned subsidiary of Temasek Holdings. ALB ►► Asian firms with dual (Beijing and Shanghai) offices Firm Mori Hamada & Matsumoto Soga Uryu & Itoga Nobuo Takai Shin & Kim Bae, Kim & Lee WongPartnership

Country Japan Japan Japan Korea Korea Singapore

Fee earners Partners Alliance firms

London, Sheffield, Brussels, Singapore 400+ 125+ 3

Snr denton loses muscat infrastructure projects head to curtis Less than a month after its formation, SNR Denton has seen its Muscat head of infrastructure and projects, Mary Allan, lured away by US firm Curtis, Mallet-Prevost, Colt & Mosle (Curtis) Allan, who will continue to be based in the Omani capital, focuses on projects in the utilities and energy sectors. While at Dentons, much of her work was on behalf of GCC governments whom she advised on regulatory issues for new power and water projects, among other things.

Allan’s appointment increases the number of partners across the firm’s Middle East practice to six.

In addition to its presence in Oman, the firm also has offices in Istanbul and Dubai (2008).

17

NEWS >>

Update >>

Japan >>

Islamic Finance Recognising the role Of The Syariah Advisory Council

O

n 18th July, 2008, the KL High Court delivered a common judgment for 12 cases concerning Islamic financing whereby the judge declared that the BBA contract was contrary to Islam. The judge had questioned the validity and enforceability of the BBA contract on two main grounds, namely: (i) that the BBA contract was far more onerous than the conventional loan with riba which was prohibited and unequivocally condemned in Islam and (ii) that the BBA contract practiced in Malaysia was not acceptable by all the four Mazhabs in Islam.

Nine out of the 12 cases went on appeal and the Court of Appeal held that judges in civil courts should not take upon themselves to declare whether a matter was in accordance with Islam or otherwise. In allowing the appeal, the court held that the judge should not have taken upon himself to rule that the BBA contracts were contrary to Islam without having regard to the resolutions of the Syariah Advisory Council (SAC) of the Central Bank Malaysia (BNM) and the Syariah advisory body of the Islamic financial institutions (IFIs).

The direction of the Court of Appeal was a relief to the Islamic financial industry as it emphasised the authority of the SAC and the internal Syariah committees formed at the respective IFIs. In ensuring that the overall Islamic financial system operates in accordance with Syariah principles, BNM established a two-tiered Syariah governance infrastructure comprising two vital components, a centralised Syariah advisory body at BNM and the internal Syariah committee formed at the respective IFIs. The SAC was established under the Central Bank of Malaysia Act 2009 as the apex authority for the ascertainment of Islamic law for the purposes of Islamic financial business. The mandates of the SAC are to ascertain the Islamic law on any financial matter and issue a ruling upon reference made to it, and to advise BNM and the IFIs on any Syariah issues relating to Islamic financial business, activities or transactions. The published rulings of the SAC are binding on the IFIs, courts and arbitrators.

It is hoped that with the direction issued by the Court of Appeal, judges in civil courts will refer to the rulings issued by the SAC prior to making any decisions which would have an impact on the operations and business of the Islamic financial industry in Malaysia.

Sharifah Shafika Alsagoff, partner.

Tel: +603-20924822 Email: shafika.alsagoff@ridzalaw.com.my

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Sharifah Shafika Alsagoff

Japan Big Four targets SouthEast Asia: structural shift in Japanese client trends

N

agashima, Ohno & Tsunematsu (NO&T), Mori Hamada & Matsumoto (MHM), Nishimura & Asahi and Anderson Mori & Tomotsune have all indicated expansions and secondments into Asia as Japanese businesses shift from domestic markets and go regional.

Partners from all four law firms agree that a long-term structural shift in Japanese business-making patterns is underway – necessitating a regional growth strategy by the Japanese law firms to capture client workflows for the future.

“There is tremendous growth in Japanese outbound M&A,” said Nishimura attorney Stephen Bohrer. “We’ve been riding that tide – we’ve formed a practice group to work with Japanese clients as they go overseas.”

According to MHM partner and head of China and Asia practice Takuya Eguchi, there has been tremendous growth in Japanese M&A in Asia, with half of his workload now relating to Thailand, Vietnam, India and Indonesia. “Two years ago, I used to deal mainly with China matters – 80% in fact. Currently, 50% of my matters relate to other Asian countries. This is why I believe our firm has made a big commitment to Asian businesses,” Eguchi said.

Last year, MHM seconded a lawyer to Thailand’s Chandler & Thong Ek. This year, lawyers have been seconded to Singapore’s Rajah & Tann and to an undisclosed firm in Hong Kong.

Some lawyers have attributed the structural shifts in pattern to the inflexible labour laws in Japan which makes cost-cutting and restructuring difficult in Japan, prompting many to move their operations overseas.

“Labour is protected in Japan and there is no flexibility in cost cutting or cost reduction. In addition, operations are damaged in the Japanese industry. The market is also shrinking with an ageing population. So everyone is moving out of Japan to find a new frontier. The new frontier was China five to six years ago. But now China has matured, so we are moving into India and into other parts of South-East Asia,” Anderson Mori partner Tsutomu Miyano said.

Earlier this year, Nishimura launched Beijing and Ho Chi Minh offices in June and September, respectively; the Ho Chi Minh office is the first Japanese permanent presence in South-East Asia. “We are fully aware of this trend, and we are capitalising on it. We foresee this structural shift to take place in the months ahead,” Bohrer said. “I do believe that Japanese companies will be interested in capitalising and investing in South-East Asia or the Asia-Pacific; there will always be strong ties with Europe and the US, but we see that we can add greater value in these burgeoning markets where the legal systems are not as developed and the connections are new.”

According to Miyano, Anderson Mori has not ruled out Asian Legal Business ISSUE 10.11

NEWS >>

Update >>

Malaysian Tax The Strategic Trade Act 2010

O

“I do believe that Japanese companies will be interested in capitalising and investing in SouthEast Asia or Asia-Pacific” stephen bohrer, nishimura & asahi opening an office in South-East Asia and it is something that is up for consideration in the future. “South-East Asia is a hotspot that a lot of Japanese firms are moving towards but we think it’s too early to open an office there for now; but we are quite keen to expand our network to the Asian region including India, Malaysia, Singapore and Hong Kong,” Miyano said. “Establishing a new branch is a big investment and is something we will consider very carefully.”

In the past 12 months, Anderson Mori has seconded associates to J Sagar & Associates in India, Zaid Ibrahim & Co in Malaysia and Kim & Chang in Korea.

Nagashima, meanwhile, recently announced a strategic collaborative core alliance with Australian firm Allens Arthur Robinson to work closely together and utilise Allen’s regional reach through its 11 offices in Asia.

“These days Japanese companies are seeking to expand operations into Asia, especially into South-East Asia, and because Allens has 11 offices in Asia, we think it’s worth entering into an offshore core alliance relationship with Allens,” Nagashima partner Jiro Mikami said.

At present, Nagashima has seconded a senior associate to the Jakarta office with plans to second two extra lawyers to Ho Chi Minh and Bangkok next year. “Japanese companies are seeking to expand their operations in Asia and that movement is accelerating these days,” Mikami said.

According to Mikami, the firm foresees growth in litigation and arbitration, infrastructure projects and corporate, including M&A work from the region. ALB www.legalbusinessonline.com

n 5 April 2010 the Dewan Rakyat (the lower house of the Parliament of Malaysia) passed the Strategic Trade Act (“STA”) introducing Malaysia’s first legislation to restrict trade in weapons of mass destruction (“WMD”). It is anticipated that the provisions of the Act will come into effect in July 2011.

It is hoped that the STA, and greater regulation of exports, will ensure that Malaysia does not become an international hub for the illicit trade in components necessary for the production of WMD. The Act places an absolute ban on trade in weapons of mass destruction including biological weapons, biological agents, chemical weapons, toxins, and nuclear weapons.

The Act also restricts the provision of any technical assistance and prohibits the design, development and production of WMD and their delivery systems.

Objects which potentially have applications as components in the production of WMD, including products and materials commonly used in civilian applications such as electronics, computers and avionics, are likely to be classified as “strategic items”.

The Act provides for controlled trade of “strategic items” where businesses and brokers will be required to obtain a permit from the newly created office of Strategic Trade Controller before they can export such goods and technologies.

There are heavy punishments for breach of the STA. The Act includes sanctions as serious as capital punishment and life imprisonment, and fines of RM30 million for companies. Even the minimum possible sentences for breach are dramatic, with imprisonment for 5 years and fines of RM5 million.

Companies will need to be diligent in implementing the new scheme and must take appropriate steps to assess their products and identify where permits are necessary.

International Trade and Industry Minister Datuk Seri Mustapa Mohamed said: “We [the Ministry] expect about 5,000 companies to be involved, and about 30% of the country’s total exports will be involved, in the Act’s implementation”. It is anticipated that 1,569 products will fall under the Act. The STA will also place a difficult obligation upon the Malaysian authorities to police the movement of strategic items. The use of strategic items for entirely innocent purposes is widespread, and the Malaysian economy is highly dependant on the export of high-tech goods. It seems likely that the Malaysian authorities will be reluctant to stop shipments without clear evidence that the goods will be used for the purpose of making weapons.

Daniel Saville, Legal Executive E-mail: daniel@azmilaw.com Tel: +603 2118 5000 Azmi & Associates 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.

Daniel Saville

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NEWS >>

Update >>

Singapore >>

Doing Business in Malaysia Recent liberalisation of Foreign Exchange Administrative Rules in Malaysia

W

ith effect from 18 August 2010, the central bank of Malaysia, Bank Negara Malaysia (BNM) has once again further liberalised its foreign exchange administrative rules to enhance Malaysia’s international bilateral trade and create a more conducive business environment to encourage and spur additional foreign and cross border activities within the region as well as globally.

The three notable changes recently introduced by BNM in relation to its foreign exchange administrative rules are as follows :i. to permit residents to settle trade transactions involving goods and services with non-residents in ringgit, i.e. no longer limiting such transactions solely to the utilisation of foreign currencies. However, settlements in ringgit by a non-resident will have to be transacted through the nonresident’s account with a licensed onshore bank in Malaysia; ii. the previous limits imposed on resident companies in relation to borrowings in foreign currencies from non-resident non-bank related companies has now been lifted. This feature essentially paves the way for more competitive financing from sources other than the corporation’s parent companies. Nonetheless, the borrowing amounts from the non-resident non-bank related companies continue to be restricted to the aggregate limit of RM100 million or its foreign currency equivalent; and iii. the abolishment of the perimeters for anticipatory hedging of current account transactions by residents with licensed onshore banks which is anticipated to result in a substantial increase in the volume of trade flow in ringgit, whilst supporting a more effective risk management strategy from a regulatory perspective.

Despite the initial reaction from both local and foreign investors that the above liberalisation measures were designed to aid the internationalisation of the ringgit, BNM had clarified that these measures were merely steps towards easing foreign currency transactions and were not designed to impinge or replace existing capital control measures imposed in the aftermath of the Asian financial crisis. These recent liberalisation measures have been implemented at an opportune period as the Malaysia government has been seeking to increase the country’s competitiveness on the international front and will hopefully result in a more open and dynamic trade regime which will enhance the Malaysian economy.

Written by Jeremiah R. Gurusamy Partner, Naqiz & Partners E-mail: jeremiah@naqiz.com (assisted by Ms. Jane Ramli) Naqiz & Partners No. 42A, Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur, Malaysia Tel: + (603) 2095 1188 | Fax: + (603) 2095 1186 www.naqiz.com

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Jeremiah R. Gurusamy

Singapore: JLV to give Duane Morris ‘credible’ presence in Singapore

U

S firm Duane Morris has secured approval from the Singapore Ministry of Law to launch a joint law venture (JLV) with local firm Arfat Selvam Alliance.

Duane Morris, which has had a small, 3-lawyer presence in the Lion City since 2007, cited increasing transactional volumes in South East Asia as well the growth potential in areas such as Islamic finance as the drivers behind the move.

John Soroko, chairman and CEO of Duane Morris, said that the JLV will allow the firm to offer clients “an awful lot of transactional bench strength. This enables us to do two things: to offer our clients Singapore lawyers [and] also increases [headcount] by five- or sixfold. That gives us a credible presence.” Duane Morris also has offices in Hanoi and Ho Chi Minh City.

Arfat Selvam is a 17-lawyer corporate practice specializing in corporate transactional work as well as Islamic finance.

The move means Duane Morris will become only the second US-based law firm to currently use the JLV model to structure its Singapore practice; Baker & McKenzie has enjoyed a successful relationship with Wong & Leow since 2001. A number of other US-based law firms have also explored the JLV model though in all of these cases the relationship has failed to stand the test of time. Shearman & Sterling partnered with Stamford Partnership (now known as Stamford Law) between 2001 and 2002, White & Case and Colin Ng & Partners lasted a little more than a year, calling off their alliance in 2002, and Orrick’s JLV with Helen Yeo & Partners ended when the latter merged to become Rodyk & Davidson in 2003. ALB Asian Legal Business ISSUE 10.11

NEWS >>

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NEWS >>

news in brief >> Hong Kong IPO for boshiwa The surge in the Hong Kong capital markets continues with the US$320m initial public listing of Shanghaibased children’s product manufacturer, Boshiwa International, on the main board of the Hong Kong Stock exchange.

According to Orrick lead partner Edwin Luk, the firm expects to see a strong pipeline of continued growth in this area. “This is one of the most soughtafter deals in the Chinese consumer industry and its success highlights the strength of investor appetite in Hong Kong and globally for Chinese companies with good growth potential,” Luk said. “As the markets continue to improve, we expect to see more Chinese companies with similar profiles to Boshiwa, which is private equity invested and in the Chinese consumer industry, tap the capital markets in Hong Kong.”

Philippines power stations sale Sicangco, Herbert Smith, ACCRA Law and Bakers have acted on the sale of BG Group’s indirectly held 40% stake in the Santa Rita and San Lorenzo natural gas-fired power plants in the Philippines to Korea Electric Power Corporation (KEPCO) for a net consideration of US$400m.

BG Group, a longstanding client of Herbert Smith, penned a sale and purchase agreement with KEPCO on 29 September 2010. The plants are located in Batangas, on the island of Luzon, 80 kilometres south of Manila.

appointments ►► LATERAL HIRES Name

Leaving

Going to

Practice

Location

Devidas Banerji

Clifford Chance (Singapore)

Khaitan & Co

Banking & finance

India Hong Kong

Junko Shiokawa

Soga Uryu Itoga

Conyers Dill & Pearman

Banking & finance

George Booth

Simmons & Simmons

Clyde & Co

Corporate, project finance Abu Dhabi

Rebecca Kelly

DLA Piper

Clyde & Co

Compliance, dispute resolution

Dubai

Mary Allan

SNR Denton

Curtis

Energy & utilities, project finance

Oman

Kenjiro Yamaguchi

Soga Uryu & Itoga

Mori Hamada & Matsumoto

Chinese law

Japan

Dieter Yih

Mallesons Stephen Jaques

Milbank

Corporate finance, capital markets

Hong Kong

Tim Dobson

Allen & Overy

DLA Piper

Corporate, cross-border transactions

Bangkok

Curtis Mallet-Prevost, Colt & Mosle

M&A, private equity

Dubai

Jeremy Miocevic Hadef & Partners

►► Promotions Name

Firm

Promotion

Practice

Location

Guy Spooner

SIAC

Board of directors

Arbitration, dispute resolution

Singapore

Lee Eng Beng

Rajah & Tann

Managing partner

Head of firm

Singapore

Sudaresh Menon

Singapore government

Attorney General of Legal policies Singapore

Singapore

Baldwin Cheng

White & Case

Partner

Banking & finance

Beijing

Yuji Ogiwara

White & Case

Partner

Commercial litigation

Tokyo

Charlie Wilson

White & Case

Partner

M&A

Singapore

►► Relocations Name

Firm

From

To

Practice

Emerson Holmes

Nabarro

London

Singapore

Head of Singapore office (Construction)

Daniel Rogers

King & Spalding

Houston, Texas

Singapore

International transactions

Drew Dutton

Debevoise

Paris

Hong Kong

Banking & finance

Anna Tipping

Norton Rose

London

Singapore

Insurance

Shin & Kim

offshore firms help unearth historic Hong Kong IPO Maples and Calder, Richards Butler in association with Reed Smith, Reed Smith and King & Wood have all won mandates to advise on the Hong Kong IPO of Mongolian miner Winsway. The offering, which

is expected to raise as much as US$661m for the coking coal producer, will mark the first time that a British Virgin Islands-incorporated company has listed on the HKSE since rules allowing them to do were introduced in late 2009.

“The listing of Winsway demonstrates the streamlined listing process for BVI-incorporated companies, which has helped increase the attractiveness of a Hong Kong listing as the exit strategy for investors, in particular, for private equity,” Maples lead partner John Trehey said.

22

Shin & Kim launches first Korean practice in Latin America with new hire Following the hire of veteran attorney David Yang, Shin & Kim has launched a specialist team for the Latin American region – a first for Korean law firms.

In addition to Yang, the Latin America practice group will include the former Minister of David Yang Commerce, Industry and Energy of Korea, Yung Ju Kim, other attorneys Young Woo Lee, Byung Tae Kim and foreign legal consultant Benjamin Hughes.

According to Hughes, the firm is currently engaged in high-volumes of outbound investments from Korean companies and hopes to capture investment flows going into Latin America – bidding in particular for energy, infrastructure, construction and investment projects.

Prior to joining Shin & Kim, Yang was employed with Yoon Yang Kim Shin & Yu for a year. Yang spent 11 years based in Buenos Aires, Argentina with Allende & Brea, where his practice focused on crossborder investments, mergers & acquisitions, general corporate transactions, and international litigation and arbitration.

Yang graduated from the University of Buenos Aires School of Law and received a Masters in Laws degree from the University of Virginia. He is trilingual in Korean, Spanish and English with a good understanding of Portuguese.

Hadef & Partners

Curtis, Mallet-Prevost

Curtis brings on second Gulf partner in a week Only days after announcing the hire of Mary Allen from SNR Denton in Oman, US firm Curtis MalletPrevost, Colt & Mosle (Curtis) has added another partner to its Middle East practice. Jeremy Miocevic, an M&A and private equity (PE) practitioner, joins the firm’s Dubai office from Hadef & Partners.

Asian Legal Business ISSUE 10.11

NEWS >>

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Practice type

Specialisation

PQE

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23

NEWS >>

Miocevic’s practice includes counselling some of the region’s largest investment banks and PE houses on their activities across a range of sectors, including logistics, food & beverage, media, retail and financial services.

He also has extensive experience in-house, having served as group legal counsel for Ricardo Plc, a global automotive engineering consultancy, and as sole counsel at Kinsford Development, a UK-owned boutique venture capital company.

Miocevic is Curtis’s seventh partner in the Middle East and the third in its Dubai office.

Simmons & Simmons

Clyde & Co

Simmons & Simmons loses partner in ME projects practice Simmons & Simmons has lost veteran partner George Booth to Clyde & Co. In his six-year tenure at the firm’s Abu Dhabi office, Booth has headed both its corporate and projects practice groups at various times.

In his new role with Clydes, Booth will focus on transactional work in the energy and infrastructure sectors – with particular focus on inward and outward investment and government-originated work throughout the Middle East region, India and other emerging markets.

Prior to working in private practice, Booth was legal counsel at Halliburton KBR – one of the world’s largest engineering energy service companies.

During his three years there, he was responsible for its legal affairs across a number of jurisdictions including the UK, Norway, North Africa and central and southern Europe.

Booth will be based out of Clyde’s Abu Dhabi and London offices, servicing the firm’s UAE and international clients within his practice area.

SIAC

SIAC appoints Norton Rose partner to board Norton Rose dispute resolution partner Guy Spooner has been appointed to the Singapore International Arbitration Centre (SIAC) board of directors, effective 1 October 2010.

Spooner, who heads Norton Rose’s Asia international arbitration and dispute resolution practice group, will step down as a director of Maxwell Chambers – a position he has held since November 2008 – to join the board of the SIAC. Spooner specialises in litigation and arbitration, with a particular focus on shipbuilding, energy, international trade, commodity, insurance, infrastructure and transportation disputes. He spearheaded Norton Rose’s arbitration practice in Asia and has practiced arbitration in London, Hong Kong and Singapore for the past 11 years.

Spooner is qualified to practice in England, Hong Kong and Guy Spooner Australia.

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►► SIAC Board of Directors (effective 1 October 2010) Michael Pryles

Chairman

Independent

Australia

Cavinder Bull SC

Deputy Chairman

Drew & Napier

Singapore

Judith Gill QC

Member

Allen & Overy

UK

Pierre-Yves Gunter

Member

Python & Peter

Switzerland

Chelva Rajah SC

Member

Tan, Rajah & Cheah

Singapore

David Rivkin

Member

Debevoise & Plimpton

US

John Savage

Member

King & Spalding

Singapore

Pallavi Shroff

Member

Amarchand & Mangaldas

India

Guy Spooner

Member

Norton Rose

Singapore

Byung Chol Yoon

Member

Kim & Chang

Korea

Norton Rose

Norton Rose brings on new Asia insurance head Norton Rose is beefing up its Asia-Pacific insurance by relocating London corporate partner Anna Tipping to head the Singapore-based practice.

Tipping, formerly with Linklaters, built her practice in the insurance arena in both the Anna Tipping life and general sectors of the market. She has led both capital markets and structured finance transactions as well as M&A, and has also covered regulatory advice, distribution arrangements, corporate insurance programs, reinsurance and general commercial transactions.

According to Tipping, Asia-Pacific is a significant region for growth for the insurance industry.

Singapore is an important financial hub and a bridge to the firm’s insurance business in Europe and the Middle East.

Mallesons

Millbank

Milbank jumps on IPO bandwagon with new HK head Milbank has poached Mallesons Stephen Jacques partner Dieter Yih (who is also the vice-president of the Law Society of Hong Kong) to capitalise on the IPO listings boom in Hong Kong and benefit from strong deal activity in mainland China.

Milbank chairman Mel Immergut said the Hong Kong expansion is in direct response to the surge in capital markets and M&A activity.“We are expanding our capabilities in response to the sustained growth of international capital markets and M&A activity in Hong Kong law,” Immergut said.

Yih has worked alongside Milbank on deals over a number of years – including the current US$651m IPO listing of Mongolian Mining on the Hong Kong Stock Exchange – and will join the firm’s US partnership in Dieter Yih January 2011. He will join the Hong Kong partnership when it is established later in that year.

Yih’s practice focuses on capital markets, corporate finance and mergers and acquisitions in Hong Kong and mainland China. In addition to his role as vice-president of the Law Society of Hong Kong, he also chairs the Society’s Standing Committee on Standards and Development and the Legal Education Committee. He is fluent in English, Cantonese and Mandarin.

Debevoise & Plimpton

Debevoise beefs up Asia practice with key partner relocation Debevoise & Plimpton partner Drew Dutton will relocate to Hong Kong from Paris, in a strategic move to expand the firm’s financial services and transactional private equity platforms in Hong Kong.

Dutton will focus his practice on domestic and international transactions throughout Asia, advising both Asian entities and international parties interested in investing in the region. He will also lead transactional matters for the firm’s PE clients, including both M&A and capital markets work.

Dutton is proficient in Mandarin and fluent in English, French and German. Most recently, he worked extensively with American International Group (AIG), representing the company on several Asian-focused deals, including the proposed sale of its Asia life insurance unit American International Assurance (AIA), and its Taiwan-based life insurance unit, Nan Shan.

White & Case

White & Case names new partners in Asia White & Case has promoted three lawyers to partnership in Tokyo, Singapore and Beijing, effective 1 January 2011. English-qualified lawyer Charlie Wilson has been named a partner in the firm’s merger & acquisitions practice. Based in Singapore, Wilson has worked in South-East Asia for 12 years and Charlie Wilson focuses on private equity and structured finance and publicprivate M&A transactions.

Tokyo-based attorney (bengoshi) Yuji Ogiwara has been appointed as partner of the firm’s commercial litigation practice. He focuses on commercial disputes and employment matters. Hong Kong and English qualified lawyer Baldwin Cheng has been named a partner in the firm’s banking practice.

Asian Legal Business ISSUE 10.11

NEWS >>

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News | regional update >>

Regional updates

CHINA

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CHINA

Paul Weiss

Philippines

SyCip Salazar Hernandez & Gatmaitan

SINGAPORE Loo & Partners

Vietnam

Indochine Counsel

MALAYSIA

Wong & Partners

INDonesia

Bastaman Enrico

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

Security for Foreign Debt Made Easier On July 30, 2010, the State Administration of Foreign Exchange (“SAFE”) promulgated the Notice on the Administration of Security

by Domestic Institutions to Foreign Parties (the “Notice”), which came into effect on the same date. The Notice fundamentally changes the conditions and approvals for Chinese banks, non-bank financial institutions and other entities providing security to foreign parties. While the Notice is an important change to PRC banking law, this article focus on the advantages that the Notice brings to foreign companies seeking credit enhancement or performance security from Chinese counterparties.

For PRC banks to guarantee financial indebtedness and other liabilities, it is no longer required that the client satisfy ratio or profitability requirements. For guarantees by Chinese non-bank financial institutions, the requirements have been relaxed: it is sufficient that the debtor has net assets higher than zero and (with some exceptions) that one of the last three financial years was profitable.

As before, a security provider that is not a financial institution (an “Enterprise Security Provider”) may only grant security for its own or its subsidiaries’ obligations, but now indirect subsidiaries are also covered, and the proportion of the debtor’s foreign debt which the Enterprise Security Provider may guarantee is no longer limited pro rata to the Enterprise Security Provider’s equity interest in the debtor. The Enterprise Security Provider must satisfy the same financial ratios as under the previous regime (net assets in principle not less than 15% of total assets, and foreign security not more than 50% of net assets).

The Notice also eliminates procedures that previously raised concerns about the enforceability of security granted by PRC banks to foreign parties: Security for non-financial obligations (e.g., performance bonds) is no longer limited to a quota granted by SAFE; banks may now freely grant such security without limitation on the amount. If a guarantee provided by a Chinese bank is called, the bank may make payment without going through any SAFE procedure. However, this relaxation only applies to security provided by banks, and not if the security provider is another type of financial institution or an Enterprise Security Provider.

Foreign trade creditors will also welcome that security for non-financial obligations no longer needs to be capped at an amount determined in advance, at the time the security is approved by or filed with SAFE. Now, the guarantee may cover all liabilities under the underlying contract in the amount that will be determined after a default occurs.

Written by Hans-Günther Herrmann, Counsel Qi Xu, China law consultant Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central, Hong Kong Email: hherrmann@paulweiss.com Ph: (852) 2846-0300

Philippines

Philippines focuses on infrastructure projects The government has highlighted its focus on public-private partnerships (or PPPs) as a means of addressing the country’s needs.

There is no Philippine law that pigeonholes PPPs into a strict definition.

Asian Legal Business ISSUE 10.11

News | regional update >>

The common rule is that subject to a few exceptions, the government cannot enter into a PPP contract without public bidding.

Some relevant Philippine laws and regulations are: • Executive Order No. 423 – This consolidates the approval procedures for all government contracts. Except for contracts which require Presidential approval, the head of a government entity has full authority to enter into contracts on behalf of such entity. An exemption from public bidding generally requires prior clearance from the National Economic and Development Authority and the Government Procurement Policy Board.

• The Build-Operate-Transfer (BOT) Law – This statute applies to projects that are normally financed and operated by the government but which will be wholly or partly financed, constructed and operated by the private sector under any of the contractual arrangements recognized by the BOT Law. If the BOT project counterparty is a local government unit, the requirements of the Local Government Code must also be observed. There is also a separate set of regulations applicable to information technology projects sought to be implemented under the BOT Law. • The Government Procurement Reform Act (GPRA) – This statute aims to ensure transparency in all areas of procurement.

Projects not implemented through any of the structures recognized by the BOT Law must comply with the GPRA. • NEDA Guidelines for Entering into Joint Ventures – These guidelines encourage the pooling of resources between the government and the private sector. The guidelines authorize both corporate joint ventures and contractual joint ventures.

• There are also statutes applicable to the exploitation, development or utilization of natural resources. These include the Mining Act for minerals in general, the Oil Exploration and Development Act for petroleum, crude oil, and natural gas, Presidential Decree No. 1442, for geothermal resources, and Executive Order No. 462, for ocean, solar and wind power. The Renewable Energy Act also provides incentives for renewable energy projects.

• Tax regulations provide that before a party may enter into a government contract, it must submit copies of www.legalbusinessonline.com

its latest tax returns, together with confirmation by the revenue authority that such party has no outstanding tax liability. The government may suspend payments to delinquent taxpayers.

Hopefully the new administration will be successful in its attempts to drum up activity in the PPP sector.

Written By Philbert E. Varona, Partner Philbert E. Varona SyCip Salazar Hernandez & Gatmaitan 3rd Floor, SyCip Law Center 105 Paseo de Roxas, 1226 Makati City Philippines T (+63 2) 982 3500; 982 3600; 982 3700 F (+63 2) 817 3896; 817 3567; 817 3145 E pevarona@syciplaw.com

SINGAPORE

Singapore Exchange Launches Adrs, Brings Us-Listed Asian Companies To Asia The Singapore Exchange (SGX) has announced that its new board, GlobalQuote, which it has set up in collaboration with NASDAQ OMX Group Inc., will begin operation on 22 October 2010 with American Depository Receipts (ADRs) of 19 major Asian companies.

Of these 19 companies, 9 are currently trading their ADRs in the US while the other 10 have listings in Hong Kong.

GlobalQuote has been positioned as a platform to link up market participants across both SGX and NASDAQ trading pools, enabling the general investors to trade the securities of some of the most exciting companies in Asia, namely Baidu INC, Ctrip.com International, Changyou.com Ltd, Home Inns & Hotels Management, Netease.com INC, Shanda Interactive, Suntech Power Holdings, Trina Solar Ltd, Aluminum Corporations of China, China Eastern Airlines, China Mobile Ltd, China Southern Airlines Co.,

Ltd, China Telecom Corporations, China Unicom Hong Kong, Huaneng Power International, INC, Petrochina Co., Ltd, Sinopec Shanghai, and Yanzhou Coal Mining.

It is also SGX’s intention to extend its ADRs platform to other countries in the region, such as Korea, Taiwan and India, if ADRs trading during Asian trading hours proves popular with investors.

SGX, Asia’s second-largest bourse in terms of market capitalisation, has been perceived to lose out to Hong Kong in attracting listings by large Chinese companies. Thus, SGX is aggressively seeking opportunities to position itself as an Asian Gateway for international issuers and investors as exchanges around the region compete against each other to list blue chips on their respective exchanges. The ADRs offering appears to be the latest attempt by SGX to boost trading volumes and liquidity.

It is believed that the ADRs offering creates a great potential and offers new opportunities to both investors and USlisted companies. The investors can act quickly on information and news-flow on major Asian companies, while the US-listed companies can increase their exposure amongst the Asian-Pacific investor community by giving them access to the relevant companies within local trading hours.

Any reader, who is interested to learn more about the above, may wish to access the relevant website (http:// www.sgx.com/wps/wcm/connect/ cp_en/site/press_room/news_releases/ singapore+exchange+launches+adrs+b rings+us+listed+asian+companies+to+ asia?presentationtemplate=design_lib/ PT_Printer_Friendly).

Written by Ms Ng Siao Hui and Ms Angela Sigrid J. Along

By Ng Siao Hui Corporate Finance Executive Ph: (65) 6322-2285 Fax: (65) 6534-0833 E-mail: ngsiaohui@loopartners.com.sg www.loopartners.com.sg and

By Ms Angela Sigrid J. Along Foreign Counsel Ph: (65) 6322-2254 Fax: (65) 6534-0833 Email: angela@loopartners.com.sg www.loopartners.com.sg

Loo & Partners LLP 16 Gemmill Lane Singapore 069254

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News | regional update >>

Vietnam

New Decree Clarifies Corporate And Investment Rules In Vietnam On 1 October 2010, Vietnam Government issued Decree No. 102/2010/ND-CP (“Decree 102”).

Replacing Decree No. 139/2007/ND-CP, the new Decree clarifies quite a number of corporate and investment grey areas which have been controversial for years.

As the way is clearer, Decree 102 is hoped to attract more investment into the country. Below are some highlights about the key changes.

With Decree 102, for the first time implications of the 49% foreign equity threshold have been touched. Under Decree 102, a newly incorporated enterprise with 49% or less foreign ownership enjoys equal business and investment treatment given to a wholly domestic enterprise. This means, minority foreign shareholders will now be free from restrictions once imposed on joint ventures with local investors. This liberal treatment is, however, subject to restrictions built in international treaties.

Also relating to investment, Decree 102 revisits and thus redefines the term “charter capital” in a joint stock company, to mean only the shareholding actually paid. Likewise, for shares additionally offered, subsequent to completion of any share offering, the offering company must register with the licensing authority to reflect the amended charter capital. With this “no pay no gain” provision, a shareholder fully paying up for their subscription shares will now be better protected against non-paying or late paying shareholders, at least in terms of the entitlement to voting and dividend sharing in the company.

Capital contribution by intellectual

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property rights has now been legitimized. Responding to the requirements in the practice of capital contribution, especially by foreign investors, capital contribution by intellectual property rights has now been recognized. Of note, only the owners of the intellectual property rights may make the capital contribution. Evaluation for the value of the rights contributed, however, is pending guideline from the Ministry of Finance.

The final most notable key provision of Decree 102 is perhaps the rules for investors to sue their top managers. The country’s business practice has developed to certain level where ownership and corporate management are, in many cases, allocated to different holders. In specified situations stipulated under Decree 102, a company’s owner may take civil proceedings against their top managers. This provision is hoped to, on overall, enhance the corporate governance, and particularly better protect investors’ rights over their top managers.

Decree 102 takes effect from 15 November 2010. Its predecessor, Decree 139, has a lifespan of only 3 years. In a fast changing business environment like Vietnam’s, it remains to be seen how long the changes may last. However, this time’s changes look more positive and encouraging to investors, both on corporate and investment perspectives.

Written By Nguyen Ngoc Ha, Associate and Cao Tran Nghia Indochine Counsel Unit 4A2, 4th Floor, Han Nam Office Bldg.

65 Nguyen Du, District 1 Ho Chi Minh City, Vietnam (Tel) +848 3823 9640 (Fax) +848 3823 9641 ha.nguyen@indochinecounsel.com www.indochinecounsel.com

MALAYSIA

Recent Changes Affecting Real Property In Malaysia In the midst of the global economic downturn, the Malaysian government has introduced some changes in an effort to stimulate the economy over the course of the past year. Potential investors should be aware of the changes relating to real estate arising from the EPU Guideline and reimposition of real property gains tax (“RPGT”).

EPU Guideline In order to attract foreign investments, the Malaysian government has deregulated and simplified the procedures for foreign interests to acquire real property in Malaysia.

Previously, any acquisition of property in Malaysia by a foreigner would generally require the prior approval of the Foreign Investment Committee.

However under the new EPU Guideline on the Acquisition of Properties, the approval from the Economic Planning Unit in the Prime Minister’s Department will generally only be required in transactions involving the dilution of Bumiputera interests and/or government interests in real properties valued at RM20 million and above. Do note that for some properties, for example residential properties, foreigners are only allowed to acquire properties valued at more than RM500,000 per unit.

Real Property Gains Tax As of 1 January 2010, the government has re-imposed RPGT on gains from disposal of any real property. This move was viewed negatively by players in the real estate space.

Pursuant to RPGT (Exemption) (No.2) Order 2007, payment of RPGT was exempted effective 1 April 2007. However, this exemption was Asian Legal Business ISSUE 10.11

News | regional update >>

revoked with effect from 1 January 2010. Currently, a flat rate of 5% is payable on gains from disposal of real properties within 5 years of purchase while no RPGT is payable for disposal of properties held for more than 5 years.

Lastly, at the time of preparing this article, there are amendments being proposed to the Valuers, Appraisers and Estate Agents Act 1981 including the widening of the scope of activities that will fall within the definition of “property management”. Presently, only property managers who are registered valuers or appraisers are allowed to provide property management services. This bill, if passed, may raise practical complications for the management of certain types of properties, for example shopping or retail malls, as many of the registered valuers may not have specific skills in this area of property management.

Given the mixed bag of changes, potential real estate investors will need to consider these implications prior to proceeding with their investments.

This article is for information purposes only. The contents do not constitute legal advice and should not be regarded as a substitute for detailed advice in individual cases. No decision to act or not to act in a particular way should be taken merely on the basis of this article, and detailed legal advice should always be sought at the earliest possible moment.

Written by Yong Hsian Siong, Partner May Chua, Associate Wong & Partners Suite 21.01, Level 21 The Gardens South Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Tel: +603 2298 7888 Fax: +603 2282 2669 hsian.siong.yong@wongpartners.com may.chua@wongpartners.com

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INDonesia

New Anti-Monopoly Regulation On Merger & Acquisition Exercises On 20 July 2010, the Indonesian Government issued Government Regulation No. 57 of 2010 on the merger, consolidation or acquisition of business entities which could potentially lead to monopolistic practices and unfair business competition. This regulation has been long awaited as a requisite implementing regulation pursuant to Articles 28 and 29 of Law No 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition (“Anti-Monopoly Law”).

GR No. 57 is applicable for a merger, consolidation or acquisition exercise resulting in the total assets of more than Rp.2.5 trillion or total sales of more than Rp. 5 trillion. If the exercise involves parties which are banks, it is subject to a higher threshold amount, i.e. Rp.20 trillion of the total assets. GR No. 57 requires the parties to notify the Anti-Monopoly Comission (KPPU) within 30 (thirty) business days as of the effective date of the corporate exercise. A merger, consolidation or acquisition among affiliated parties or related corporations is exempted from this rule. A penalty of Rp.1 million per day, but not exceeding a cumulative amount of Rp.25 billion will be imposed for a late notification to KPPU. Within 90 (ninety) working days as of receiving the notification along with all requisite documents, KPPU will assess the transaction to determine whether or not the said corporate exercise breaches the Anti-Monopoly Law. The committee is tasked to ensure that there is no execution of prohibited contracts, exercise of prohibited activities, and/or the abuse of dominant positions. KPPU will analyse market concentration, market barrier entry, any potential of unfair business competition, efficiency, bankruptcy,

and/or other aspects of the transaction.

KPPU may also hold hearings with all relevant parties to obtain additional information on the transaction. If any breach of the Anti-Monopoly Law is evident, KPPU will annul that particular transaction. In addition, KPPU may also impose other sacntions, including a penalty amounting to a minimum of Rp. 25 billion up to Rp. 100 billion or maximum six monthsimprisonment, the revocation of business licenses as well as a prohibition on the directors/ commissioners of the company assuming similar roles as directors/ commissioners for 2-5 years.

In order to avoid the transactions being annulled or revoked postcompletion pursuant to GR No. 57, the parties may volutarily consult with KPPU on their proposed plan of merger, consolidation or acquistion.

This pre-notification to KPPU is set out in Regulation of KPPU No. 1 of 2009, which has been actually subsisting prior to the promulgation of GR No. 57.

Written By Bagus Nur Buwono, Partner

Bastaman Enrico (Attorneys At Law) Plaza Asia, Zone 12C Jl. Jend. Sudirman Kav. 59 Jakarta 12190, Indonesia Tel: +(62 21) 514 01 380 Fax: +(62 21) 514 01 379 www.bastamanenrico.com E-mail: bagus@bastamanenrico.com

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profile | managing partner >>

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Asian Legal Business ISSUE 10.11

profile | managing partner series >>

alb/Aderant 2010 managing partnerS series

Graeme Fowler, Integrated Legal Holdings

Integrated fortunes One of only two publicly listed law firms in the world, Integrated Legal Holdings was also one of the Asia Pacific’s fastest-growing in 2009. Managing director, Graeme Fowler, explains why mid-market specialist firms will eventually take on the top commercial firms in scale and revenue.

T

raditional law firms refer to it simply as “the aggregator”.

They call it a loose collective of individual law firms united by a website and an ASX listing. A parent company which owns, but does not necessarily operate, law firms. So how exactly does one describe Integrated Legal Holdings? Is it a law firm or a holding company?

Managing director Graeme Fowler has his views, but ultimately he’s not sure the question is worth pondering.

“We call it a law firm but I’m not sure it matters,” he says. “What we do is provide legal services to clients. To me that classifies us as a law firm, but it doesn’t really bother us. It seems to bother other people, but I’m not sure why. There are other examples of national firms that are more like federations than partnerships – is this any different?”

Fowler is an accountant by trade, a background which he says is a good grounding for running a business.

“Accounting is a good discipline for

www.legalbusinessonline.com

running anything,” he says. “In a lot of ways it’s better that I’m not a lawyer. It means something I can bring something different and I’m not caught up in the old ideas of how to run law businesses.”

The WHK inspiration

Accounting runs in the veins of ILH in more ways than one. The firm’s structure was inspired in part by accounting aggregator WHK, which is currently the fifth largest accounting firm in Australia. It is easy to see the parallels between ILH and WHK – both are comprised of mid-market specialist member firms, with a cultural emphasis on allowing each firm to operate autonomously. In both models there is a conspicuous lack of centralised control and no attempt to force a “top-down” transition on issues such as branding.

WHK member firms did eventually choose to adopt the WHK brand, but of their own volition. It’s a similar approach which will be taken at ILH. “Now that’s important,” says Fowler.

“The firms are in a better decision to

►► Integrated Legal Holdings – quick facts Partners: 17 Lawyers: 55 Revenues FY2010: A$24m Revenue growth FY2010: 41% Fee earner growth FY2010: 19%

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profile | managing partner series >>

“I don’t think we’ve proven the critics wrong yet. Things are going well but there’s a lot more for us to do and we are confident that we are going to be very successful.”

Graeme Fowler

Integrated Legal Holdings

decide whether the brand is going to add value to their business. Absolutely we might end up under one brand. But if it does happen, it’s not going to be a top down decision.”

But in the short term, Fowler cannot see the benefit of applying the ILH brand across member firms. “What we’ve done here is gone out and bought these businesses,” he says. “They’re strong businesses and they have their own positioning in the market – why would we bugger that up by changing the brand?”

Fowler says that WHK has distinguished itself by being one of the few professional service firm aggregators to have been successful. “If you look at accounting aggregators in US and England, most if not all of them have been spectacularly unsuccessful - WHK is probably the only successful one in the world,” he says. Fowler has spent considerable time studying aggregator models at home and abroad and has identified three common mistakes made by aggregators. “One, they paid too much for the businesses upfront,” he comments. “Two, remuneration was not on a performance basis. And most importantly, they centralised everything rather than leaving the businesses in the hands of those that were running it well.” It is a lesson he has taken to heart at ILH. “We do not centralise anything, we do not take management control of those businesses,” he says. “We buy businesses that are well managed and expect them to continue running them themselves.”

Growth strategy

ILH achieved 41% revenue growth for FY2010, in a year where Fowler says there were no acquisitions. “Last year’s growth was all organic,” he says. “We did a fair bit of acquisition in 2009 so we wanted to consolidate that.”

The ultimate plan is for the group to expand to about 15 to 20 member firms, which could conceivable see the group crossing the A$400m revenue mark and entering into the kind of turnover figures usually associated with large corporate law firms. But unlike the large firms, ILH is dealing with a space where there is a notable absence of major competition. Fowler estimates that there are about 250 potential member firms which might fit the ILH 32

criteria and he is confident that there will be no difficulty finding the right candidates. “The numbers indicate that it’s all very possible – it’s just a question of execution,” he says.

No other firms have followed Slater & Gordon and ILH down the listing path, something partially explained by the GFC, but it is likely that firms will be watching the progress of ILH very carefully with a view to canvassing their own options. Also watching the firm’s progress will be the more conservative elements of the profession who bitterly opposed the idea of a law firm float. “I don’t think we’ve proven the critics wrong yet,” says Fowler, “Things are going well but there’s a lot more for us to do and we are confident that we are going to be very successful.”

Target firms

Fowler says that medium sized firms are extremely constrained in their growth options.“It’s very hard for medium size law firms to grow,” he says. “It’s hard for them to get capital.

Generally these partners will end up with mortgages over their own properties, and all sorts of financial risks that they’ve absorbed – so where do they get more capital from? It’s very hard for them to continue to grow – and that includes by acquisition. What we provide is an opportunity for them to realise their growth aspirations. We provide the capital to support that growth.”

ILH is targeting firms in the SME and private client space with a A$3m to A$8m turnover and a broad commercial offering. “Usually these firms will also have something else – for example, in the case of Argyle they had a large financial services business. Then we add other services such as tax litigation, tax advice,” he says. “Many law firms around this size have traditionally been very transaction focussed. We are trying to get more of a relationship focus with our client base.”

The key, however, is cultural fit and a commitment to above-market growth.

“If people just want to come in and coast along, it’s the wrong environment,” says Fowler, “As a listed company, we have a need to grow and as a result each of the businesses have pretty significant growth targets on an annual basis – over 15% - and anyone that comes in needs to be aligned to that.” ALB Asian Legal Business ISSUE 10.11

EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards

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or the share markets, corporate earnings and most other indicators of economic activity, 2009 and the first part of 2010 were clearly a period of highs and lows. But law firms and lawyers from Hong Kong, Taiwan and Korea weathered the storm. Law firms of all shapes, sizes and practices had their mettle tested, but owing to their flexibility, innovativeness and business acumen, emerged stronger and wiser.

Even in these trying circumstances, the big deals – the groundbreaking M&As, momentous capital market deals and project finance transactions – did not completely ground to a halt.

Through a total of 35 award categories, the accolades handed out in the Hong Kong Law Awards for deals struck in a tight market and for firms and lawyers

who have excelled in the period are sure to be celebrated, and so they should be.

In attendance at the event were many of the shining lights not only of the Hong Kong legal community but also from the leading investment banks, big accountancy firms and our friends from other jurisdictions – Korea, Taiwan and the PRC. It is only fitting that as transactional levels in Korea and Taiwan have, during this period, defied the global downturn, that lawyers and firms there should be acknowledged for their part on some of the best and most complex deals seen in this period. Hence, for the first time ever in the Awards, we have included both a Korea and Taiwan Deal of the Year category.

Let’s not forget that each and every finalist has more than earned the right to be considered among the leaders in this field. Finally, thanks from the whole ALB editorial team across Asia to our sponsors, the many organisations and people who helped with this year’s research. ALB GEORGE WALMSLEY Regional managing editor ALB magazines

www.albawards.com

deals of the year Debt Market deal of the Year WINNER

►► PRC GOVERNMENT RMB BONDS Firms: Haiwen & Partners; Linklaters; Sidley Austin Banks: Bank of China; Bank of Communications

Finalists • BANK OF EAST ASIA RMB BOND ISSUE • HSBC RMB BOND ISSUE • HUTCHISON WHAMPOA BOND ISSUE • SINO FOREST EXCHANGE OFFER AND CONSENT SOLICITATION • THE LINK REIT MEDIUM TERM NOTE PROGRAM & CLUB LOAN FACILITY

Equity Market Deal of the Year WINNER

►► CHINA MERCHANTS BANK RIGHTS OFFERING Firms: Commerce & Finance; Davis Polk & Wardwell; Freshfields; Herbert Smith; Jun He Banks: Bank of America Merrill Lynch; BNP Paribas; CICC; Citi; JPMorgan; UBS

Finalists • BBMG IPO • CHINA MINSHENG BANK IPO • METALLURGICAL CORPORATION OF CHINA A + H LISTING • RUSAL IPO • SANDS CHINA SPIN-OFF AND HONG KONG LISTING • SHENGLI OIL & GAS PIPE HOLDINGS LIMITED IPO • SINOPHARM GROUP IPO • WYNN MACAU IPO

Thomson Reuters Westlaw Business Award M&A Deal of the Year WINNER

►► MITSUI & CO- TPV TECHONOLOGY TAKEOVER BID Firms: Appleby; Clifford Chance; Herbert Smith; Jones Day; Linklaters; Skadden; Slaughter and May Banks: CICC; Morgan Stanley

Finalists • CHINA UNICOM- SK TELECOM SHARE REPURCHASE • LOTTE SHOPPING- TIMES LTD ACQUISITION AND PRIVATISATION • MING AN HOLDINGS PRIVATISATION • STANDARD COSMOS- NATURAL BEAUTY BIO TECHNOLOGY LTD ACQUISITION • TTM- MEADVILLE MERGER • VEOLIA TRANSPORT- HONG KONG TRAMWAYS ACQUISITION

Project Finance Deal of the Year WINNER

►► GUANGZHOU- SHENZHEN- HONG KONG EXPRESS RAIL LINK Firm: Slaughter and May Accountant: KPMG

Finalists • INCHEON INTERNATIONAL AIRPORT RAILROAD PROJECT REFINANCING • PIRAEUS CONTAINER TERMINAL PROJECT • POSCO POWER CORPORATION MULTI-CURRENCY PROJECT FINANCE • TAIWAN HIGH SPEED RAIL CORPORATION REFINANCING

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Korea Deal of the Year WINNER

►► EBAY- GMARKET ACQUISITION Firms: Bae, Kim & Lee; Cooley Godward Kronish; DLA Piper; Hwang Mok Park; Kim & Chang; O’Melveny & Myers; Orrick, Herrington & Sutcliffe; Pillsbury Winthrop Shaw Pittman; Wilson Sonsini Goodrich & Rosati Banks: Cowen & Company; Morgan Stanley; Nomura

Finalists • HANJIN SHIPPING THREE-TRANCHE BOND ISSUE • KKR/ AFFINITY- ORIENTAL BREWERIES ACQUISITION • KOOKMIN BANK COVERED BONDS ISSUE • KOREA LIFE INSURANCE IPO • LG HOUSEHOLD & HEALTHCARE COMPANY- THE FACESHOP ACQUISITION • SK TELECOM CONVERTIBLE BOND OFFERING • TONG YANG LIFE INSURANCE IPO

Taiwan Deal of the Year WINNER

►► KGI SECURITIES GDS OFFERING AND TAISHIN ACQUISITION Firms: Davis Polk & Wardwell; Lee and Li Bank: Morgan Stanley Accountant: Ernst & Young

Finalists • AIG- NAN SHAN SALE • ARRAY INC GRE TAI LISTING • CHIMEI OPTOELECTRONICS INNOLUX DISPLAY MERGER • SHIN KONG GDR ISSUE • THE CARLYLE GROUP- TAIWAN MOBILE SHARE SWAP

Asian Legal Business ISSUE 10.11

EVENTS | Hong Kong Law Awards 2010 >>

in-house awards Banking & Financial Services In-House Team of the Year JOINT WINNERS

Lewis Sanders Award Investment Bank in-House Team of the Year WINNER

►► Citi/HSBC

►► Morgan Stanley

Finalists

Finalists

• ICBC • Standard Chartered Bank

Pinsent Masons Award Construction In-House Team of the Year WINNER

• Bank of America Merrill Lynch • BNP Paribas • Credit Suisse • Deutsche Bank • Goldman Sachs • JPMorgan • Macquarie • Nomura • UBS

Paul, Weiss Award IT/Telecoms In-House Team of the Year WINNER

►► MTRC

►► Alibaba

Finalists • Dragages • Hong Kong Housing Authority • Paul Y Engineering Group

Hong Kong Corporate Counsel Association Award Insurance In-House Team of the Year WINNER

►► AIA

Finalists • Asia Satellite Telecommunications • CSL • Deutsche Bank IT Department • Hutchison Telecom • Microsoft • NetApp • Nokia Siemens • PCCW • Taiwan Semiconductor

Paul, Weiss Award Media & Entertainment In-House Team of the Year WINNER

Finalists

►► PCCW

• ACE • Aon • AXA • Chubb/Federal • Essar Insurance Finalists Ad_Alb 2010 HK Law Award.pdf 27/09/2010 12:40:16 PM Services • Marsh • Hutchison Telecom • NewsCorp/Star TV • TOM Group

Real Estate In-House Team of the Year WINNER

►► Hongkong Land

Finalists • Cheung Kong • Evergrande • Far East Consortium • ING Real Estate • Jardine Matheson • Shun Tak • Sun Hung Kai

Holman Fenwick Willan Award Shipping In-House Team of the Year WINNER

►► Noble Group

Finalists • COSCO Pacific • Hutchison Port Holdings

The Macallan 1824 Collection Award Hong Kong In-House Lawyer of the Year WINNER

►► Kit Wilson - JPMorgan

Finalists • Michelle Hung - COSCO Pacific • Patricia Sindel Credit Suisse • Karen Ip - Goldman Sachs • Kenneth Ng - HSBC • Bernardine Lam - Hutchison Whampoa • Garrett Quigley - Morgan Stanley • Clifford Levy - Nomura • Philana Poon - PCCW • Angela Mak - TOM Group

Teamwork wins awards.

C

M

Y

CM

MY

CY

CMY

K

Great clients and Mayer Brown JSM. It’s a dynamic team that creates award-winning work.

That’s the power of teamwork.

We are pleased to have been named Real Estate Law Firm of the Year Insurance Law Firm of the Year

Global Solutions Local Strengths

Americas | Asia | Europe | www.mayerbrownjsm.com

www.legalbusinessonline.com

35

EVENTS | Hong Kong Law Awards 2010 >>

FIRM AWArds Boutique/Specialist Law Firm of the Year

Merrill Legal Solutions Award Construction Law Firm of the Year

WINNER

Insolvency & Restructuring Law Firm of the Year WINNER

WINNER

►► Charltons

►► Pinsent Masons

►► Allen & Overy

Finalists

Finalists

Finalists

• Cheng Wong Lam & Partners • Gall • So Keung Yip & Sin • Tanner De Witt • Vivien Chan & Co

• Baker & McKenzie • Hogan Lovells • Mallesons Stephen Jaques • Mayer Brown JSM • Minter Ellison

• Baker & McKenzie • Clifford Chance • Hogan Lovells • Linklaters • Tanner De Witt • White & Case

Criminal Law Firm of the Year

Merrill Legal Solutions Award Dispute Resolution Law Firm of the Year

WINNER

►► Haldanes

WINNER

• Boase Cohen & Collins • Dundons

Intellectual Property Law Firm of the Year

• Baker & McKenzie • Clifford Chance • Deacons • Freshfields • Gall • Linklaters • Mallesons Stephen Jaques • Orrick, Herrington & Sutcliffe

Employment Law Firm of the Year

WINNER

►► Hampton Winter & Glynn • Boase Cohen & Collins • Haldanes • Stevenson, Wong & Co

Finalists

Finalists

BDO Limited Award Matrimonial Law Firm of the Year Finalists

WINNER

►► Mayer Brown JSM • Allens Arthur Robinson • Baker & McKenzie • Clifford Chance • Deacons • Herbert Smith • Ince & Co

►► Herbert Smith

Finalists

Insurance Law Firm of the Year

WINNER

►► Bird & Bird

Finalists • Baker & McKenzie • Deacons • Freshfields • Hogan Lovells • Jones Day • Vivien Chan & Co • Wilkinson & Grist

WINNER

►► Simmons & Simmon

Finalists • Baker & McKenzie • Clifford Chance • Deacons • Linklaters • Mayer Brown JSM

KOREA DEAL OF THE YEAR KOREA DEAL FIRM OF THE YEAR

Year Established 1973 Number of Professionals Approximately 700 Languages Spoken Korean, English, German, French, Japanese, Chinese, Swedish and Spanish Corporate

Criminal Defense

Industry

Litigation

- Anti-Corruption and Regulatory Compliance - Antitrust and Competition - Broadcasting & Telecommunication - Construction - Corporate Governance - Customs and International Trade - Energy - Entertainment - Environment - Foreign Direct Investment - Health - Insolvency and Restructuring - Labor and Employment - Mergers & Acquisitions - Overseas Investment - Private Equity and Venture Capital - Real Estate

- White Collar Criminal Defense

- Banking - Broadcasting & Telecommunication - Construction - Energy - Entertainment - Financial Institutions - Health - Insurance - Investment Management - Private Equity and Venture Capital - Securities

- Construction - Insolvency and Restructuring - International Arbitration & Cross-Border Litigation - Litigation & Arbitration - Product Liability / Consumer Claims - Shipping

Finance - Acquisition Finance - Banking - Derivatives - Financial Institutions - Insolvency and Restructuring - Insurance - Investment Management - Lease and Transportation Finance - Private Equity and Venture Capital - Project Finance - Securities - Structured Finance

Intellectual Property

International - Chinese Practice - European Practice - Japanese Practice

Tax - Finance Tax - General Tax Consulting - Tax Audit and Dispute Resolution - Transfer Pricing

- Intellectual Property

Seyang Building, 223 Naeja-dong, Jongno-gu, Seoul 110-720, Korea Tel. +82-2-3703-1114 Fax. +82-2-737-9091 E-Mail. lawkim@kimchang.com www.kimchang.com

36

Asian Legal Business ISSUE 10.11

EVENTS | Hong Kong Law Awards 2010 >>

Investment Funds Law Firm of the Year WINNER

AzureTrustees Ltd Award Tax & Trusts Law Firm of the Year WINNER

►► Clifford Chance

►► Baker & McKenzie

Finalists

Finalists

• Baker & McKenzie • Deacons • Hwang & Co in association with Dechert • Linklaters • Mallesons Stephen Jaques • Sidley Austin • Simmons & Simmons • Simpson Thacher & Bartlett

IT/Telecoms Law Firm of the Year JOINT WINNERS

►► Freshfields/Paul, Weiss

Finalists

• Allen & Overy • Baker & McKenzie • Clifford Chance • Herbert Smith • Mallesons Stephen Jaques • Morrison & Foerster

Real Estate Law Firm of the Year WINNER

►► Mayer Brown JSM

Finalists

• Baker & McKenzie • Deacons • Paul Hastings • Woo, Kwan, Lee & Lo

Shipping Law Firm of the Year WINNER

►► Holman Fenwick Willan

Finalists

• Clifford Chance • Deacons • Mayer Brown JSM • Withers

Offshore Law Firm of the Year WINNER

►► Conyers Dill & Pearman

Finalists •Appleby •Harneys •Maples and Calder •Ogier •Walkers

School of Law, City University of Hong Kong Award PRC Firm, Hong Kong Office of the Year WINNER

►► King & Wood

Finalists • Grandall • Jun He

Zensho Award Korea Deal Firm of the Year WINNER

►► Kim & Chang

Finalists • Bae, Kim & Lee • Hwang Mok Park • Lee & Ko • Shin & Kim • Yulchon

Taiwan Deal Firm of the Year WINNER

►► Lee and Li

Finalists • Baker & McKenzie • Jones Day • LCS & Partners • Russin & Vecchi • Tsar & Tsai

Managing Partner of the Year WINNER

►► Poh Lee Tan - Baker & McKenzie

Finalists • Bill Barron - Davis Polk & Wardwell • Jeremy Lam - Deacons • Alastair Da Costa - DLA Piper • Christopher Stephens - Orrick, Herrington & Sutcliffe • Neil Torpey - Paul Hastings

The Macallan Fine Oak Single Malt Scotch Whisky Award Hong Kong Law Firm of the Year WINNER

►► Linklaters

Finalists • Baker & McKenzie • Clifford Chance • Deacons • Freshfields • Hogan Lovells • Mallesons Stephen Jaques • Mayer Brown JSM • Skadden

• Clyde & Co • Ince & Co • Stephenson Harwood

www.legalbusinessonline.com

37

Feature | ALB Leading PE & VC firms >> ►► ALB’s Leading PE & VC Law firms: Asia ►► International law firms Paul Weiss Clifford Chance Baker & McKenzie Simpson Thacher & Bartlett Linklaters

►► Large domestic practices Lee & Ko (Korea) Bae Kim & Lee (Korea) Romulo (Philippines) Nishimura & Asahi (Japan) Nagashima Ohno & Tsunematsu (Japan) King & Wood (PRC) Jun He (PRC) Fangda (PRC) Deacons (HK) Lee and Li (Taiwan) Skrine (Malaysia) Allen & Gledhill (Singapore) WongPartnership (Singapore) Hadiputranto, Hadinoto & Partners (Indonesia) Amarchand & Mangaldas (India)

ALB’s leading private equity and venture capital law firms: Asia

2010

AZB & Partners (India)

►► Boutique & Specialist firms Pureun Law Firm (Korea) HanYi (PRC) JunZeJun (PRC) Lexygen (India) DSK Legal (India)

State of the market

P

rivate equity in the AsiaPacific (ex- Japan) enters the last quarter of 2010 after having one of its strongest first halves for some time. According to Thomson Reuters data, 381 deals

were reported in the first half of this year, representing a total invested equity value of US$7.2bn – a 14.3% premium on the same period last year. Investment into consumerrelated sectors was the most active,

Indus Law (India) Chooi & Company (Malaysia) Deol & Gill (Malaysia) William Effendi (Indonesia) DFDL Mekong (Vietnam) Pamir (Taiwan) Yangming Partners (Taiwan)

38

►► Methodology

ALB's leading private equity and venture capital (PE &VC) law firms: Asia survey was conducted among the region's senior in-house lawyers and business leaders as well as private-practice lawyers, over a threemonth period ending September 2010. ALB's editorial team contacted survey respondents directly through a mixture of telephone calls, direct e-mails and face-to-face interviews at ALB's In-house Legal Summit series.

Respondents were asked to provide their off-the-record opinions as to the leading PE & VC law firms across the region in jurisdictions where they, or their company, conduct substantial business. Respondents were also asked to single out the leading PE & VC practitioners across the region. ALB's editorial team combined the results of this research with submissions made by law firms and in-house counsel as part of the ALB Law Awards series and their own stock of industry knowledge.

Asian Legal Business ISSUE 10.11

Feature | ALB Leading PE & VC firms >>

accounting for a third of all PE activity in this period and totaling US$2.2bn from 49 companies. The industrial/ energy and internet-specific sectors gained US$886m and US$707m in investments, respectively.

Unsurprisingly, Chinese companies remained the biggest beneficiaries of PE investments in the Asia-Pacific region, attracting US$2.6bn of disbursements (36% of the region’s total). China received investments from 118 firms – the highest number of firms investing in any nation in the region. India followed closely with US$2.0bn from 102 firms (28% of the region’s total), and Indonesia moved up the ranks to come third, receiving US$772m from just one firm (11% of the region’s total).

“PE is back in a big way,” states Rocky Lee, Asia managing partner at US firm Cadwalader Wickesham & Taft. “Valuation is becoming more rational and there are even some compelling opportunities in overlooked sectors. This is helping drive

capital markets has also helped.

The reappearance of the IPO exit route has eased the tensions of many investors and the fact that domestic banks remained largely free from the liquidity concerns of their global counterparts meant fewer transactions were scuppered for want of financing.

Despite market confidence being upbeat and the fact that price expectations of buyers and sellers are beginning to converge, some concerns remain – especially for those PE houses with ‘dry powder’.

Here, practitioners suggest that entry multiples will rise as buyers’ confidence returns and, as a consequence of an improving environment, levels of competition, both from conventional PE houses and non-private equity players, will increase.

This newly energised deal environment is expected to see an abundance of mid-sized deals in energy, mining and consumer-

►► ALB’s Leading PE & Vc Lawyers

Wai King Ng Firm: WongPartnership Location: Singapore • Major representative transactions include acting on the LBO of MMI Holdings – one of the largest buyouts of a Singapore company by a PE fund– and KKR’s purchase of Unisteel • Clients include KKR, TPG Capital and Temasek Holdings

Jack Lange Firm: Paul, Weiss Location: Hong Kong • Major representative transactions include acting for a number of PE houses and SWFs on the acquisition in a significant minority stake in Far East Leasing Corporation; General Atlantic’s US$425m investment in India’s clean power sector; and China Pharma’s cash offer for Sihuan Pharmaceutical • Clients include KKR, GIC Special Investments, Carlyle, China International Capital Corporation, General Atlantic LLC and Morgan Stanley Private Equity Asia

Danny Tan

“Valuation is becoming more rational and there are even some compelling opportunities in overlooked sectors. This is helping drive up deal volume” up deal volume. The second half [of the year] is looking better [than the first half of the year] and if the overall macroeconomic environment remains steady we will see a strong year in Asia PE this year,” he said.

Mark McNamara, global head of PE at Baker & McKenzie, attributes the strong growth of PE during this period to the relatively lacklustre performance in the EU and US and more concentration on investing rather than salvaging their portfolios, the latter being the norm through much of the financial crisis. “The debt providers are starting to lend to private equity again and that, coupled with sponsors returning to focus more of their time on investing their capital rather than salvaging their portfolio, has led to more activity on the investing side than we have seen for some time.”

Recovery in most of the region’s www.legalbusinessonline.com

Firm: Allen & Gledhill Rocky Lee

Cadwalader Wickesham & Taft

related sectors. In South-East Asia, practitioners suggest that Singapore and Indonesia (closely followed by Malaysia and Vietnam) will see the lion’s share of the activity, while in North Asia China, Taiwan and Korea will dominate and, further afield, Australia and the Middle East will rebound strongly.

China

Blackstone has one, Kohlberg Kravis Roberts wants one and Carlyle already has two. RMB funds are dominating discussion of PE in China at the moment like nothing else ever has in the sector.

Having received RMB2.4bn in commitments from various sources, including the Beijing state-owned Capital Operation and Management Center (BSCOMC) and the Beijing Equity Investment Development Fund, the group has set up a joint

Location: Singapore • Major representative transactions include acting for an Australian financial institution in the establishment of a US$1.5bn Indian infrastructure fund, the establishment of a VC fund by a world-leading nanotechnology firm, and the US$120m restructuring of a Vietnamese PE • Clients include major financial institutions, supranational organization and large private equity houses and funds

Andrew Ostrognai Firm: Debevoise & Plimpton Location: Hong Kong • Major representative transactions include acting for Navis Capital Partners in the formation of a US$1.16bn fund for investments in Asia, SAIF Partners in the establishment of a US$1.28bn panAsia capital growth fund, and CDH Investments in the establishment of its US$1.46bn China-targeted fund • Clients include HSBC, Hony Capital, Baring Private Equity and China Renaissance Capital Investment

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Feature | ALB Leading PE & VC firms >>

►► ALB’s Leading PE & Vc Lawyers

Park Jong Koo Firm: Kim & Chang Location: Korea • Led a Kim & Chang team acting for Anhueser Busch InBev in its US$1.8bn sale of Oriental Breweries to KKR • Clients include both local and international PE houses, financial institutions and government bodies

Andrew Whan Firm: Clifford Chance Location: Hong Kong • Representative transactions include acting for Japanese paper maker Oji in its US$200m LBO of Malaysia’s GS Paper & Packaging and CVC on its HK$1.7bn investment in Sung Hung Kai Financial • Clients include CVC, Standard Chartered PE

Ajay Bahl Firm: AZB & Partners Location: India • Major representative transactions include acting on Olympus Capital’s US$300m investment in Tata Power’s coal mine SPVs in Indonesia, the US$217m investment by Standard Chartered PE, KKR and New Silk Route in Coffee Day Resorts and the USD175m investment by Temasek into National Stock Exchange • Clients include Warburg Pincus, Sequoia Capital India, Citigroup, Credit Suisse

venture holding an 80% stake with BSCOMC to help manage the fund.

Through the JV, Carlyle and BSCOMC will work together to identify opportunities and share resources to tap growth opportunities in China.

The fund follows on from the establishment of the Fosun-Carlyle (Shanghai) Equity Investment Fund earlier this year. It is now ready to invest, mainly in largescale companies with high growth prospects. But Carlyle is not the only PE giant boosting its investment strategies via RMB funds in China.

According to Zero2IPO's recent PE report for China, there were 26 RMB funds set up (and six foreign invested funds) in 1H 2010.

The new number marks a significant increase from 2009 H2's 15 new RMB funds and the trend towards localisation – using RMB to raise funds, make acquisitions and exit – has picked up momentum. The international status of China's currency has increased in the wake of the financial crisis.

Impetus and regulations

Just as a return of viable exit strategies has triggered the PE

recovery elsewhere in the region, so too has it fueled the explosion of interest in RMB funds. "Every deal now seems to be in the shadow of where the investors are eventually going to list. That is what everyone is thinking about nowadays when they are planning for investments into a company," says David Roberts, a partner with O’Melveny & Myers in Beijing. Wayne Chen, a partner at local Chinese firm Llinks, also attributes the boom to the solid returns that are on offer in the A-market.

"Right now, the A-share market is doing extremely well. IPOs in the growth market are offering such a high price-to-earnings ratio," says Wayne Chen, a partner with Llinks. "If you look at the top 10% of companies in China's PE industry, their returns are more attractive than those found in other markets."

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

Moreover, in the first half of 2010 the Shenzhen Stock Exchange eclipsed

“If you look at the top 10% of companies in China’s private equity industry, their returns are more attractive than those found in other markets”

Wayne Chen

Llinks

ALB’s Leading PE & VC Firm JunZeJun is a leading law firm based in Beijing specializing in commercial law. With a team of 175 experienced lawyers, JunZeJun is proud of its strong competitive edge in the capital and financial business markets covering PE&VC, foreign direct investment, initial public offering both in domestic and overseas exchanges, tax planning, M&A, restructuring, securitization, trust, derivatives and others. Our lawyers work on the most complex and challenging transactions with an impressive array of high-calibre international, domestic private and state-owned corporations of large scale in various industries, including energy and natural resources, financial institutions, construction, manufacturing and services, telecommunications, media and technology, real estate, pharmacy and healthcare, transport and logistics, etc. We are dedicated 40

to provide the highest quality of professional services for the strategic decisions of our clients.

Contact: ZHANG Wei (Partner) Tel: 86-10-66523388 Fax: 86-10-66523399 Email: zhangwei@junzejun.com 联系人：张炜（合伙人） 电话： 86-10-66523388 传真： 86-10-66523399 电邮：zhangwei@junzejun.com Asian Legal Business ISSUE 10.11

Feature | ALB Leading PE & VC firms >>

the New York and Tokyo bourses to become the world’s number one IPO venue. The SSE listed 161 companies raising US$22.6bn in this period while Shanghai came in fourth place, with a total value raised of US$8.2bn.

But it is not necessarily all about exit strategies. A number of practitioners also put the recent rise of RMB funds down to global PE players looking for ways to capture a slice of the growth miracle happening in China’s own Silicon Valley.

This demand continues unabated despite any number of regulatory impediments. According to lawyers, the advantages of RMB funds are clear: they can make investments without foreign exchange controls, and raise funds from local investors including high-net-worth individuals, onshore companies, government funds, insurance companies and social security funds. RMB funds can also speed up transactions because they do not require foreign investment approvals.

www.legalbusinessonline.com

South-East Asia

Although PE’s growing influence in China has been one of the most salient industry trends over the past few years, the role that PE is playing elsewhere in Asia is also noteworthy. In South-East Asia, PE and VC have both played a pivotal role in quickening the the growth of companies across the dynamic economies of Singapore, Malaysia, Philippines, Indonesia, Thailand and Vietnam.

Even though the role that PE & VC has played in SE Asia over the past few years may be less visible when compared to places like China, it has nonetheless set deep roots in the region. A Bain & Company report indicates that from peak to peak across the business cycle, the number of deals financed by PE investors rose from 40 in 2000 to 60 in 2007, a 50% increase. Even though the deal count in the region dropped to just 23 during the recent downturn, 2009 was still the fourth-best year

►► ALB’s Leading PE & Vc Lawyers

Rocky Lee Firm: Cadwalader, Wickersham & Taft Location: China • Acted for HSBC Asian Ventures Fund 3 in its investment in Jaco SolarSi, a supplier of upgraded metallurgical silicon • Represents many start-ups, venture backed companies and emerging growth companies in the technology sectors as well as traditional businesses sectors. Major clients: Aureos Capital, Sequoia Capital China and Matrix Private Equity

Ai Ai Wong Firm: Baker & McKenzie Location: Singapore • Major transactions include advising AXA Private Equity on its investment in Bharti Infratel Limited and Affinity Group on the acquisition of 44% of and subsequent mandatory general offer for Singapore-listed Jaya Holdings • Clients include YTL, Macquarie, Babcock & Brown and Deutsche Bank

41

Feature | ALB Leading PE & VC firms >>

►► ALB’s Leading PE & Vc Lawyers

Maurice Hoo Firm: Orrick Location: Hong Kong • Major transactions include acting for Blackstone in its US$600m acquisition of a 20% stake in China National Bluestar • Clients include Mount Kellett Capital, PineBridge Investments (formerly AIG Investments), The Rohatyn Group, Warburg Pincus and Bank of America

Philip Culhane Firm: Simpson Thacher & Bartlett Location: Hong Kong • Major representative transactions include: representation of both established managers and emerging and middle market managers raising their first funds. Fund formation work encompasses the range of PE, special situations and distressed debt funds, venture capital funds, hedge funds and various other private investment structures • Clients include JP Morgan, Blackstone, Carlyle and KKR

Lee Je Won Firm: Lee & Ko Location: Korea • Major representative transactions include acting as Korean counsel to the lenders in relation to the financing for the LBO of Oriental Brewery • Clients include Credit Suisse, Goldman Sachs, Morgan Stanley, Nomura International and Rabobank International Global Financial Markets

Howard Zhang Firm: Davis Polk & Wardwell Location: China • Major transactions include acting for Charles River Laboratories, Yahoo! and Shanda Interactive in major strategic investments • Major clients include Bain Capital, Carlyle, IDG/Accel, Merrill Lynch and Warburg Pincus

for transactions in the past decade.

The value of those deals, meanwhile, soared six-fold, to US$12.3bn in 2007.

Deal value dropped by nearly half, in 2009, to US$6.3bn; but even at that depressed level, the total value of PE transactions last year was nearly eight times higher than in 2001, when the region began to pull out of the last recession. From 2006 through the end of last year, buyouts comprised less than one-third of all deals, but they accounted for between one-half and three-fourths of total deal value.

With the return of strong GDP growth across the region since the second half of 2009, PE in SouthEast Asia looks poised to resume its ascent. Deal flow has continued to increase into 2010, along with average deal size. A wide array of large-cap, mid-cap, sovereign wealth funds and Asia-focused funds wielding sizable amounts of "dry powder" – capital targeted for investment but not yet

“Expect to see Asian funds working on deals that strengthen Asian companies for regional and global expansion and that build synergies for regional players” allocated – are scouting the region for opportunities. Credit markets have stabilised, laying a foundation for a cautious return of both buyouts and growth capital. This aligning of favourable conditions makes now a good time to take stock of how the industry will evolve over the remainder of 2010 and beyond.

“South-East Asia is another hot spot – again a wide range of industries with perhaps more of a focus on traditional energy and resources plays,” said Andrew Whan, head of PE for Clifford Chance in Asia. “Expect to see Asian funds working on deals that strengthen Asian companies for regional and global expansion and that build synergies for regional players,” he said.

Deeper commitment

Whan’s sentiments are substantiated by the empirical data. A recent study of the PE industry in South-East 42

Asia undertaken by Bain & Company and the Singapore Venture Capital & Private Equity Association (SVCA) found that a majority of the region’s major international and domestic players have plans to deepen their presence in the region.

Half of all respondents to the survey expect that the number of funds active in South-East Asia will increase over the next two to three years.

Nearly two-thirds of the respondents expect that new funds will be regional specialists, and another 13% will specialise by industry sector.

Overwhelmingly, PE general partners expect limited partners' interest in investing in the region to remain high – nearly nine out of 10 expect them to maintain or increase their asset allocations to PE and venture capital. The survey findings reveal that players in SE Asia will continue to target mainly small and mid-cap companies and that funds’ annual

Andrew Whan

Clifford Chance

investments in the region will double meaning that over a quarter of funds active in SE Asia will be investing more than US$200m per year.

Increased competition

Among funds already active in South-East Asia, just 20% are local specialists, and nearly half of those concentrate on Singapore. The remainder is evenly split between funds that invest broadly across Asia and global funds that have established a local presence. But industry observers expect this number to grow.

An immediate consequence of this process will mean increased competition for deals across the region– for PE houses and legal advisors. The conventional wisdom is that incumbent funds that have an established presence in the region’s unique markets have a distinct deal-sourcing advantage. It is these funds who are best placed to tap rich Asian Legal Business ISSUE 10.11

Feature | ALB Leading PE & VC firms >>

networks of industry relationships and advisers or are most likely to be the beneficiaries of direct approaches to targets (or from targets) themselves.

However, this is likely to change with lawyers noting an increase in competitive bidding as well a rise in proprietary deals. Similarly, the frequency with which deals are sourced through brokers and other intermediaries is also expected to increase.

On the legal services side, domestic law firms in certain jurisdictions are likely to be the beneficiaries of the greater involvement by domestic funds.

In China, for instance, practitioners note a distinct upturn in the volumes of work they are handling, ostensibly because in local plays like RMB funds investors and target companies require local counsel.

The increasing role that local law firms are being asked to play in PE & VC transactions is also a function of the cost pressures being felt by clients; even though the financial crisis has

abated, the need to drive down legal costs has not, especially when it comes to venture capital deals.

But ALB’s research reveals that this does not necessarily apply across all sectors and locations of the PE & VC landscape in Asia. In general, while smaller funds as well as larger players making smaller investments are the most predisposed to doing away with dual international/local counsel setups, investors new to a particular sector or location or those who lack the requisite networks of professional contacts are more inclined to turn to international law firms for advice.

But as PE players become more familiar with the region’s differing regulatory regimes, markets and sectors, the role for specialist and boutique PE & VC law firms becomes even more important. As clients deepen their geographic and industryspecific skills, so too will law firms and lawyers with a focus on PE & VC stand to benefit from the advisory windfall. ALB

►► ALB’s Leading PE & Vc Lawyers

Betty Yap Firm: Linklaters Location: Hong Kong • Recent transactions include acting for CIC on its minority investment into Apax Partners LLP and its commitment to Apax’ most recent buyout fund through an innovative sidecar structure and acting for Affinity Equity Partners on the US$1.8bn acquisition of Oriental Brewery by Affinity and KKR • Clients include Blackstone, TPG, Morgan Stanley and Carlyle

Jonathan Zhou Firm: Fangda Partners Location: China • Major transactions include acting for Goldman Sachs PIA in relation to its approximately US$30m investment in Henan Songhe Liquor Industry and on the US$100m investment in Lianyungang Zhongfu Lianzhong Composites Group, a leading wind turbine blade maker in China • Clients include Hony Capital, Goldman Sachs and Jiangsu High Tech Investment Group

Looking after clients’ interests in Malaysia since 1962.

Corporate & Financial Services ● Litigation & Alternative Dispute Resolution ● Real Property Employment Law & Industrial Relations ● Family Law ● Criminal & Public Interest Litigation Ranked as a leading Malaysian firm: Chambers Global ● Chambers Asia ● Asia Law ● Asia Pacific Legal 500 Level 23, Menara Dion, 27, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia Tel : +603 2055 3888 Fax : +603 2055 3880/81 mail@chooi.com.my www.chooi.com.my

www.legalbusinessonline.com

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ALB special report | Vietnam 2010 >>

44

Vietnam 2010

Asian Legal Business ISSUE 10.11

ALB special report | Vietnam 2010 >>

Changes in the wind Capital is flowing freely into and out of Vietnam in unprecedented quantities, providing the country’s nascent legal industry with a catalyst for strong growth

L

awyers in Vietnam have had a busy 12 months. Steady transactional levels in areas like projects, foreign investment, M&A and IP and an increase in the amount of FDI flowing into the country has left many lawyers asking the question ‘what financial crisis?’ With a number of investorfriendly pieces of legislation meandering their way through the country’s National Assembly, the legal services market could become even busier in the year ahead.

Growth trajectory

Thierry Gougy, country managing director for DFDL Mekong Vietnam, described working as a lawyer in

Vietnam over the last 18 months as a “bizarre sensation”. While markets across the world, and for that matter, those elsewhere in Asia, were disastrously affected Thierry Gougy by the financial crisis, DFDL Mekong Vietnam remained largely insulated from the economic tumultuousness. Where other economy’s GDP was falling into the red, Vietnam’s was in the black to the tune of 4.62% – meaning that it was, behind China and India, one of the few economies to grow during the Great Recession.

“The legal services market was probably not affected by the financial ►► Vietnam – largest firms Rank Firm 1 2 =3 =3 5 6 7 8 9 10

www.legalbusinessonline.com

Total partners and lawyers Vision Associates 51 YKVN 50 Bizlink 30 Indochine Counsel 30 Baker & McKenzie 28 Bizconsult 27 Mayer Brown JSM 26 Phuoc & Partners 25 Russin & Vecchi 24 Luat Viet Legal Consultants 21

►► Top five Investors in Vietnam – September 2010 Country Netherlands

No of projects 7

Registered capital (US$m) 2,220

Korea

201

1,840

USA

38

1,792

Japan

70

1,458

Taiwan

72

1,030

Managing partner multiple Trong Nhat Quang Do Trong Hai Dang The Duc David Fleming Tuen A Nguyen Elaine Lo Nguyen Gia Huy Chong Sesto Vecchi Tran Duy Canh

Lawyers Partners Change from 2009 37 14 NEW 1 42 8 1 24 6 6 25 5 2 24 4 20 7 NEW 5 20 6 2 20 5 2 20 4 2 14 7

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ALB special report | Vietnam 2010 >>

“The legal services market was not affected by the financial crisis at all ... most have managed the crisis quite well” Thierry Gougy

DFDL Mekong

►► The winds of Change: Laws and amendments to be adopted by National Assembly Name Amended Law on Intellectual Property Law on State’s Liability to Pay Compensation Law on Natural Resources Tax Amended Law on Education Law on Telecommunications Law on Commercial Arbitration Law on Food Safety Law on Credit Institutions Law on State Bank of Vietnam Law on Enforcement of Criminal Verdicts Law on Raising Adopted Children Law on Housing and Land Tax Amended Law on Securities Amended Law on Insurance Business Amended Law on Mining Law on Protection of Consumers’ Rights and Interests Law on Administrative Proceedings Law on Public Servants Amended Labour Law Law on Independent Accounting Amended Law on Civil Proceedings Law on Complaints Law on Denouncements Law on University Education

Adopted 2009 2009 2009 2009 2009 2010 2010 2010 2010 October/November 2010 October/November 2010 October/November 2010 October/November 2010 October/November 2010 October/November 2010 2011 2011 2011 2011 2011 2011

Effective 2010 2010 2010 2010 2010 2011 2011 2011 2011 -

This list does not purport to be exhaustive. ALB would like to acknowledge the assistance of Dang The Duc, Indochine Counsel, in compiling this table

crisis at all,” said Gougy. “We have seen strong and steady growth over this period and from what I see, so have a lot of other law firms… most have managed the crisis quite well.”

This is not to say that law firms in Vietnam have avoided the need to scale down their operations or that the market has been immune from structural changes – a number of international law firms have laid off staff and the financial crisis and the exodus from Gide Loyrette and the subsequent creation of Audier & Partners in 2008 was also influenced the GFC – but firms, in general, have been able to battle through by riding the counter-cyclical nature of the legal industry.

“We did see a decline in real estate deals during the crisis and even a slight dip in the number of transactions in the M&A and private equity spaces,” said Gougy. “However, these were more than replaced by the increase in new projects we saw in the retail sector – international brands, products, franchises and services seeking to enter the Vietnam market to tap the fast46

emerging middle class.”

Dang The Duc, managing partner of Indochine Counsel, adds IP and telecoms to the list of practices that have boomed during the GFC Dang The Duc and notes that levels Indochine Counsel of dispute resolution work have predictably increased as well.

Trin Hong Quang, managing partner of ATIM Consulting, said he has seen an increase in taxation-related instructions, especially in the area of transfer pricing (TP). “TP is not new in the world but it is relatively new in Vietnam. Most MNCs have sound structures in place regarding TP but some elements are different in Vietnam.” For instance, Quang notes that many are unaware that the royalties payable from Vietnam subsidiaries to their foreign parent company for materials may also be subject to import duties.

New sectors, new players

Vietnamese lawyers were aided Asian Legal Business ISSUE 10.11

ALB special report | Vietnam 2010 >>

during this period by the fact that their economy is both still in the early phases of development and there is an increasingly long list of international suitors queuing up to pump capital in underdeveloped sectors.

But whereas in the past inbound FDI was dominated by a handful of investors with long ties to the Vietnamese market, the number of unfamiliar faces sending their capital into the labourrich Danang and Quang Nam provinces or into the industrial heartlands of Dong Nai and Binh Duong is increasing.

Lawyers ALB spoke to were all somewhat surprised that in the nine months to October 2010, Holland was the largest investor in the country having undertaken seven projects with a total value of just over US$2.2bn.

Similarly, investment from Malaysia, Slovakia and Great Britain was up, as was FDI from companies and funds domiciled in the British Virgin Islands and Cayman – the latter always a good indicator of the appeal of a market to international investors.

Despite a strong showing by the Dutch, Korea and Japan continue to dominate the Vietnamese market by almost all metrics. Between them, the two invested in excess of US$3.3bn across almost 300 projects.

According to a number of practitioners though, the types of Korean and Japanese are changing. Fred Burke, managing partner of Baker & McKenzie in Vietnam, says that it is not only zaibatsu and chaebol who are stepping up their investments in the country but a number of smaller companies as well.

“Japanese M&A is Fred Burke certainly a hot item at Baker & the moment. Corporates McKenzie and PE groups are looking to buy Vietnamese assets,” he said. “But it is not just foundation clients who are getting involved a number of smaller players are entering and that is not something we have necessarily seen before.”

Even though high levels of Chinese investment are not necessarily borne out in the empirical data (in the nine months to October 2010, China was only the 13th largest investor into the country, investing a total of US$139m across 67 www.legalbusinessonline.com

projects), lawyers concur that the spectre of PRC investment looms large.

“Chinese investment is here though it’s not quite as obvious as investment coming from the US, Korea and Japan,” asserts Gougy. “It usually takes the form of Chinese financing for local companies and loan guarantees.”

Just as the nationality and profile of investors has changed, so too has the sectors they are targeting. In addition to the retail and logistics plays that are being made, more and more money is pouring into the infrastructure development and project financing. Both are areas where practitioners expect to see further growth in the medium-term.

“The Government of Vietnam wants to draw more funds from the private sector for infrastructure development,” said Indochine’s Duc. “For this effort, the Ministry of Planning and Investment is drafting the Regulations on PPPs which are to be issued by the Prime Minister, as a legal framework for selected projects to be conducted in the form of PPP on the pilot basis before a separate Government decree is issued.”

The mandates that emanate from inbound investment are not the only instructions that law firms in country will receive nor are they necessarily the most lucrative and complex. For as much as inward investment has increased so too has the frequency with which Vietnamese corporates are prepared to look beyond their own borders for growth. “Another trend is that Vietnamese companies tend to invest more abroad, especially in Cambodia, Laos, Myanmar, the US and Singapore,” said Dang The Duc. Thierry Gougy believes that although the numbers are still comparatively small, this process is evidence of both the local economy planning for long term growth and the important role that Vietnam can play in the ASEAN region. “Vietnamese companies are choosing their targets wisely,” he said.

“They are looking at real estate assets, mining, oil & gas as well as hydro and projects and there is a real knowledge transfer taking place too. Vietnamese companies are passing on the skills and know-how they have been given by the US, Japan and Korea over the years.”

“Japanese M&A is certainly a hot item at the moment. Corporates and PE groups are looking to buy Vietnamese assets” Fred Burke

Baker & McKenzie

Changes in the wind

Legislative changes, just like FDI 47

ALB special report | Vietnam 2010 >>

“Vietnamese companies are looking at real estate assets, mining, oil & gas as well as hydro and projects and there is a real knowledge transfer taking place too” Thierry Gougy

DFDL Mekong

48

flows into and out of Vietnam, are cascading abundantly at the moment.

According to lawyers ALB interviewed for this report, the country’s National Assembly will have either considered or adopted no less than 32 new laws or amendments to existing ones by the end of 2011. It should come as no surprise that in a country which has come to depend heavily on foreign capital, a great number of these pertain to regulating the flow of FDI. Thierry Gougy of DFDL Mekong singles out amendments to the country’s Enterprise Law as perhaps the most important. Contained within Decree 102, the law’s effect now means that local enterprises, which are held at 49% or below by a foreign investor, will be treated as a local company. Gougy, and others ALB consulted, agree that this change will make closing M&A deals in the country a little easier.

“Before [the change] when a foreign investor purchased a stake in a local company the question we all needed to ask was how that investment would be treated,” said Gougy. “The right advice from the government was extremely hard to get and clients would think twice about their deals.”

Lawyers note that it was not uncommon for clients to shelve projects altogether for want of legal clarity or use local nominee companies, the latter of which was described as “risky and overly complicated.”

The changes all assert will play a major role in boosting investment into the country. “The changes have clarified a lot of issues,” assert Gougy. “It will attract new investors, not necessarily Greenfield investors but certainly financial and strategic bidders will enter the market.”

While the majority of the changes will have a positive impact on levels of

foreign investment into the country, some will have the opposite effect. In July next year the National Assembly is expected to ratify an amendment to the country’s Law on Minerals.

The amendment will, among other things, introduce a more dedicated mining license system to stop Vietnam “bleeding minerals”.

The mining industry is understandably worried about the changes. After all, many have been operating in the country without tight licensing requirements for the better part of two decades. “If the goal is to develop the mining industry and discover new mines, the new law should encourage this,” Steven Dudka, a chief representative of Archipelago Company told ALB. “Investors expect to receive incentives, not punishment for their investment. High taxes and insecure tenure are not incentives but restrictions to investors.”

The mining companies have a point.

The last time the tax rate on mining projects was increased, FDI into the metal mining sector dropped by almost 25% from US$98m in 2008 to US$29m in 2009.

Lawyers, as is almost always the case, are the most sanguine regarding the changes. They believe that not only will it go some way to improving inherent inconsistencies in the legal framework and help decrease the opaque nature of government policies in the area, but also that once the implementation legislation for enforcement is passed the industry will be better placed to serve the Vietnamese economy. “There may be a drop in foreign investment,” said one lawyer, “but if that investment isn’t willing to comply with environmental safety and regulation rules, it probably isn’t the kind of investment Vietnam wants or needs.” ALB

Asian Legal Business ISSUE 10.11

Firm Profile ALB special report | Vietnam 2010 >>

Indochine Counsel

New regulations to develop Vietnam’s stock market

J

ust a baby with first ten years of its life, Vietnam’s security market has developed miraculously more than expected. To date, Vietnam has two stock exchanges and an UPCoM market, with nearly 600 listed stock codes, 105 securities companies and nearly one million trading accounts of which it is about 25% from foreign investors.

To further promote securities market development and improve investor protection, the Government issued Decree 84/2010/ ND-CP dated 2 August 2010 on amendment of and addition to a number of provisions of Decree 14/2007/ND-CP dated 19 January 2007 providing details and guiding implementation of a number of articles in Law on Securities (Decree 84). This Decree introduced a number of new changes as summarized below:

New stocks for the bourse For the first time the Government, through Decree 84, opens the possibility for offshore companies to make a public offer and list securities on the securities market of Vietnam in order to finance their investment project in Vietnam. This is an active change to reply to the calls from international practices and create a new channel to raise capital for project of such the offshore companies in Vietnam.

Under Decree 84, in order to make a public offer and then list securities in the securities market in Vietnam, the offshore issuer firstly must have an approved investment project in Vietnam and the offer proceeds must be utilised to invest in such the approved project in Vietnam. In addition, the offshore issuer shall also satisfy the following conditions: • undertaking to implement the project in Vietnam; • undertaking not to transfer the mobilized capital abroad and not to withdraw reciprocal equity within the approved project duration; • the number of shares which are registered for listing is equal the number of shares allowed to be offered in Vietnam; • undertaking to discharge obligations in accordance with the law of Vietnam; • having at least one Vietnamese securities company acting as the underwriter; and • complying with the foreign exchange regulations of Vietnam. www.legalbusinessonline.com

Under Decree 84, it is further stipulated that file and procedures for approval for registration of offers and listing of securities in Vietnam by foreign organizations shall be implemented in accordance with guidelines of the Ministry of Finance.

Although there are some uncertainties which need to be made clear (e.g. currency will be used for the public offer of the foreign investor, level of disclosure requirement applicable for the offshore issuer...), Decree 84 is bringing foreign investors a new option for capital mobilization via the securities market in Vietnam. Before, if wishing capital mobilization via Vietnam’s securities market to fund its Vietnamese subsidiary, it is likeky that the offshore company has only an option to use its Vietnamese subsidiary to make a public offer and in that case their ownership level in such subsidiary must be down to 49% (being the foreign ownership cap for public and listed companies). Now, in the light of Decree 84, the offshore company may directly list a portion of its securities in Vietnam and use the proceeds to fund its Vietnamese subsidiary without reducing its ownership level in that subsidiary.

More obligations for issuer to better protect investors It is likely that the Government is aiming to improve investor protection. Under Decree 84, when making a public offer, the issuer must open an escrow account at a commercial bank to deposit and freeze the proceeds earned from a public offer tranche.

Such proceeds may only be released to the issuer once the issuer has submitted a report on the amount raised in the offer which must be submitted to the State Securities Commission within ten days of the expiry of the offer period. Furthermore, the issuer must publish a report every six months detailing how the proceeds from the public offer have been used. If there is a change in the using purpose of capital, the issuer must disclose information of the reason for such change together with the resolution of its board of management on the change.

Improving investor protection is also expressed by the way that Decree 84 raises new disclosure requirements for an offer of convertible bonds. Accordingly, the issuer must explain in the offer documentation the

Phan Anh Vu Partner

Truong Hoai Nam Junior Associate

risks to the bond investors, including any compensation arising from any planned future share or bond issuance during the term of convertible bonds.

For explicitness in management of investment capital of a public securities investment company, Decree 84 stipulates that the public securities investment company shall not be permitted to manage its own investment capital, but must entrust a fund management company to do so.

Decree 84 took effect on 20 September 2010 and via these new regulations the Government hopes to further develop Vietnam’s securities market.

By Phan Anh Vu, Partner and Truong Hoai Nam, Junior Associate Indochine Counsel Unit 4A2, 4th Floor, Han Nam Office Bldg.

65 Nguyen Du, District 1 Ho Chi Minh City, Vietnam (Tel) +848 3823 9640 | (Fax) +848 3823 9641 vu.phan@indochinecounsel.com www.indochinecounsel.com

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ALB special report | Vietnam 2010 >>

O

Brian Chia, Wong & Partners

Wong & Partners Suite 21.01, Level 21 The Gardens South Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Tel: +603 2298 7888 Fax: +603 2282 2669

►►The firm was ranked by Asian Counsel as the “Firm of the Year” in Malaysia for three consecutive years in various areas, as set out below: • • • • • • • • •

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Antitrust/Competition (2010) Alternative Investment Fund (2009) Corporate M&A (2007, 2009, 2010) Capital Markets (2009) Intellectual Property (2009) Regulatory/Compliance (2007, 2009, 2010) Securities/Finances (2008) Taxation (2009) Telecommunication Media & Technology (2009, 2010)

ften touted as the “new kid on the block”, Wong & Partners, Baker & McKenzie International’s member firm in Malaysia has beaten long-established law firms such as Shearn Delamore and Shook Lin & Bok to clinch big name client accounts such as Procter & Gamble, Google and Sovereign Wealth Fund Khazanah Nasional Berhad among others; through its ability to tailor bespoke programmes and legal services to match client needs.

As Asia began to boom in the late 1990s, interest in setting up a Malaysian presence intensified. In the closed legal environment that restricted foreign law firms to enter, Brian Chia, a Malaysian partner practicing with Baker & McKenzie’s Singapore member firm was tasked to be part of the pioneering team, to set up a new practice in Kuala Lumpur in 1998. Since its establishment, Wong & Partners has grown to 11 partners and 37 associates.

Today, Malaysian corporate outbound activity is flourishing; and the recent introduction of the Malaysian government’s Economic Transformation Program (ETP)* has further triggered big-ticket corporate M&A deals that involve legal services in multiple jurisdictions to thrive. This development has played well to the strengths of Wong & Partners’ expertise and the international network of Baker & McKenzie.

“As the Malaysian member firm of Baker & McKenzie International, we work hand-in-hand with the worldwide network of Baker & McKenzie on Malaysian and cross-border transactions,” Wong & Partners’ partner Brian Chia said. “Baker & McKenzie has over 3900 lawyers practicing in 68 offices across 40 countries. It is one of the largest and most established firms in Asia-Pacific, having had a presence here for over 40 years. With this connection, we not only have knowledge of the relevant legal systems, but also the political, cultural and linguistic influences which are likely to affect the

execution of projects. This is an entirely different proposition to other Malaysian law firms who claim a ‘best friends’ relationship at best,” he said.

Wong & Partners has counselled an ever-increasing book of recordbreaking transactions in recent months.

In October, the firm advised on the biggest Malaysian M&A transaction of 2010, as well as the most complicated insurance transaction in Malaysia this year - the US$1bn acquisition of a 30% stake in Hong Leong Assurance Berhad

by Mitsui Sumitomo Insurance that involved a subsidiary of MSI acquiring the entire general insurance business of HLA via a scheme of arrangement before the share acquisition could be completed.

“This deal has set a benchmark for deal valuation in the Malaysian insurance space, with a valuation of over six times the book value,” Mr. Chia said.

Other significant M&A transactions Wong & Partners has acted on in the booming insurance space in Malaysia include the sale of Jerneh Asia Berhad (“JAB”) and Paramount Corporation Berhad’s (“PCB”) entire holding of shares in Jerneh Insurance Berhad; and the takeover of Manulife – the Canadian insurer that acquired John Hancock to become Canada’s largest insurer, North America’s second largest and the world’s fifth largest insurer in 2003.

According to Mr. Chia, corporate M&A and restructuring, Islamic financing, debt and equity markets and tax have been heating up for the firm. “In all these areas we’ve seen an uptake of work. Not just in foreign investors coming in but also because of the big growth in restructuring,” he said.

“Like Singapore not that long ago, the Malaysian corporate space is quite heavily dominated by governmentlinked companies. What this means is, the whole ETP programme has started a privatisation trail where the government is letting the private sector run its course – as opposed to crowding out entrepreneurial forces; more resources are currently being released Asian Legal Business ISSUE 10.11

Firm Profile ALB special report | Vietnam 2010 >>

Wong & Partners

to increase shareholder value by not dominating the market.”

As a result, the firm has seen a leap in corporate M&A work in connection with divestments – where Malaysian-linked companies have begun divesting their core businesses to the private sector.

This has also generated secondary legal work such as tax and financing – areas which Wong & Partners regard as strong practice areas of the firm.

“Our corporate and tax practices are amongst the strongest in the market.

We have been known to handle highprofile and complex transactions, particularly those involving multiple jurisdictions and cross-border elements,” Mr. Chia said.

Brian Chia whose background is in corporate M&A, heads the firm’s corporate and commercial practice group in Kuala Lumpur. The practice group is the largest in Wong & Partners and broadly makes up half the headcount – approximately 25 lawyers.

Despite being a relatively young player in the market with a history of 12 years, the firm has won accolades such as “Firm of the year” in several categories over the past three years (see table 1).

The firm also took top honours as the “Malaysian Indirect Tax Firm of the Year 2008 & 2009” as well as “Malaysian Tax Firm of the Year 2007” awarded by International Tax Review. Additionally, Wong & Partners has also been named ALB Employer of Choice for Malaysia by the publication in 2008 and was ranked second in the same survey in 2010.

The firm has a rich mix of Fortune 500 clients as well as local conglomerates.

Its client list includes Federal Express, AT&T, British American Tobacco, Goldman Sachs, Yahoo!, Apple, The Body Shop, Estee Lauder, Danone, Shiseido, The Walt Disney Company, UBS AG, 1Malaysia Development Berhad (1MDB) and Sime Darby Berhad.

“There are two aspects of our work with in-house clients. First, the Fortune 500 companies that we have had the benefit and privilege of being associated with, and the local www.legalbusinessonline.com

counsels from those sorts of clients.

The second category would consist of Malaysian conglomerates that we have gotten to know a lot better since our establishment 12 years ago. As far as building relationships is concerned, what we try to do is add value. We take client relationships very seriously.

Every client is designated a client relationship partner. He or she may or may not be the working attorney on work relating to that client. Often, it may be unrelated altogether just so that it would lend a more objective and unbiased view,” he said.

According to Mr. Chia, the firm’s client relationship partners actively seek out meetings with clients at least once a year, to get candid feedback and updates. Wong & Partners also conducts regular post transaction reviews. In addition, the firm invests a considerable amount of time into in-house training sessions, which according to Mr. Chia, are part of client relationship bonding where clients are invited to learn about a variety of subject matters. This is often tailored to what the client wants, whether it be jurisdictional-specific or education in particular subject matter.

“Take Navis for instance, a large and successful Malaysian-based private equity fund. They are in the business of private equity. So we do a lot of private equity training both from the fund formation aspect as well as the investment aspect. For Sime Darby Berhad, another Malaysian company, we recently did a competition law seminar for them. It was custom-made for their legal team and covered Singapore, Malaysia and China – because those were the countries they were interested in learning about. So what we do is really a function of what the clients want and we rustle up a tailored bespoke programme for them,” he said.

Wong & Partners’ success could be credited to its progressive approach to “lawyering” that places emphasis on value-added and proactive services, efficient response times and extensive use of information technology. Their

sophisticated support infrastructures, commitment to keeping abreast of local as well as foreign legal, commercial and technological developments has won the firm many fans within the in-house circles and has resulted in multiple nominations each year.

“We lawyer in the way lawyers ought to lawyer. ” Mr. Chia said.

“We sell our legal services purely based on merit. It is a big challenge as Malaysia is generally over-lawyered, so there are a lot of law firms out there.

What we do is examine the clients we want to represent. We identify clients to whom we can truly add value, understand their businesses and where they’re heading before we start making inroads. We would make pitches to our clients and demonstrate how we are able to leverage our network and resources to bring the information they need, in their respective markets, to the table,” he said.

Wong & Partners takes pride in organically growing its practice; since its 2008 office move to its current location, the firm has grown by 30% since the global financial crisis. As part of the firm’s investment into the professionalism and training of its lawyers, it participates in the global firm’s Associate Training Program (ATP) where lawyers from the Malaysian office get seconded for one to two years to another office within the Baker & McKenzie network. Additionally, a mini-ATP program has been introduced where on a smaller scale; lawyers go on exchange with lawyers from other Baker & McKenzie offices in the Asia Pacific region for a maximum of three months.

Offices to which Wong & Partners’ lawyers have been sent include Sydney, Melbourne, Hong Kong and Singapore.

“We have not grown by acquisitions, we have not bolted on practices, we have grown organically and that’s why our growth has been slower. We are not the oldest nor are we the biggest (in terms of fee-earners) but we believe we are the most progressive at the cutting edge of lawyering,” Mr. Chia said.

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Feature | interview >>

In-house perspective

Eric Pesik:

Seagate Technology International

T

hree years ago, Erik Pesik couldn’t swim. “I learned how to swim after I relocated to Singapore because we had a pool in our condo,” said Pesik, a one-time divorce lawyer who is now associate general counsel of Seagate Technology International – the world’s largest producer of hard disk drives and storage solutions. Since then he has completed a dozen multisport races in Singapore that involve swimming, including an Olympicdistance triathlon and the Singapore Ironman.

Pesik’s approach to swimming is analogous to his professional life: he takes it upon himself to learn it all.

“I have responsibility for all of AsiaPacific. The way I see it, we’ve been relying on outside counsel quite a bit here in Asia. Part of my personal goal, my reason for being out here, is to reduce our reliance on outside counsel. When the need is there for me to contract an external law firm for advice, I do. But my first choice is to learn it and do it myself. I can’t do it myself and there isn’t someone in our US headquarters that I can rely on to back me up… and when I contract an outside counsel, I need somebody who can understand that while I’m relying on them to advise me today, I’m also using them and their advice to educate me so I can use them less tomorrow.”

As a fresh law school graduate,

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Asian Legal Business ISSUE 10.11

Feature | interview >>

Pesik set up his own practice in downtown Santa Cruz, California more than a decade ago. After a short stint working referral cases from lawyers he met in his previous job as a court legal clerk, he was offered to practice as an associate at local fullservice firm Baskin & Grant, dealing primarily with general legal matters but most significantly with divorce law cases. A few years later a friend insisted he interviewed at Seagate, and at that point Pesik left private practice to work as an in-house lawyer.

Pesik arrived in Singapore in July 2007 as legal director of the AsiaPacific operational arm of Seagate, but the 10-year path that led him there was somewhat unorthodox. He left the legal department for two years to work in the materials and operations team and went on to manage strategic commodities, such as precious metals, and glass and aluminium substrates and media (disk that store data), before returning to legal.

“I learned quickly from working on the business side that the majority of our business operations are in Asia – our key customers, suppliers, and employees. So to come here with Seagate is one of the biggest opportunities that I’ve had. You see multinational companies growing in Asia where they might be flat or shrinking in the US. And a lot of these companies are like Seagate, with a legacy of having all their lawyers in the US and few lawyers in Asia. It has given me a lot of opportunities to work across a range of legal issues in Asia that likely would have been divided up among several lawyers in the US,” he said.

Pesik works out of Seagate’s Ang Mo Kio office, single-handedly dealing with the broad general business legal matters of Seagate. He was recently joined by an intellectual property counsel in Singapore to handle the copyrights, patents and trademark issues.

On a day-to-day basis, Pesik’s work encompasses a range of practice areas: from construction to employment, general purchase agreements to mergers & acquisitions. Generic www.legalbusinessonline.com

►►quick facts: Seagate Technology • First established as a disc drive manufacturer in 1979 • Went public in its initial public offering in 1981 • Taken private in 2000, the year that Pesik joined • Named the Forbes Magazine Company of the year in December 2006 • Grossed revenue of approximately US$11.4bn and netted an income of US$1.6bn in fiscal 2010

business contracts are also drawn

by Pesik ranging from less than US$100,000 to more than US$100m in value.

Singapore, Malaysia, Thailand and China are the four jurisdictions are where Seagate has its major operations,” Pesik said.

“We take care of the whole of Asia,” Pesik said. “Because of the imbalance in lawyers versus transactions in Asia, if we were to grow our legal team anywhere, we would want to grow with local additions rather than with American secondments,” he said.

A particular challenge for Pesik has been construction law.

In Asia, Seagate is expanding its factories in China and Thailand, and in the face of the growing amount of construction, Pesik has opted to self-educate on construction law and general business law in China along with relying on expertise of colleagues.

“Being a general commercial lawyer, I had little exposure to construction law before I came to Asia. The added complication of different jurisdictional issues meant I had a lot to learn and at first it was really daunting, but now I am confident working on construction contracts,” he said.

External advisors

The principal legal advisor Pesik seeks for help at Seagate is Baker & McKenzie and its affiliate firms across Asia. “As an outsider, what I look for when using a local law firm for advice is not just expertise in the law, but also a contextual understanding of how local business gets done, what the unique issues are, what happens in real life.

“The biggest mistake that a firm made in one of my first engagements in Asia was to assign a low-level associate

who gave me a form contract and some generic law-book answer that wasn’t tailored to what I wanted. I took what they gave me and worked with it. I found other legal resources to help me, but I remember thinking to myself ‘boy, I really shouldn’t be paying for this!’”.

What Pesik recommends is for external firms to ask more questions, pay more attention, and challenge their clients to clarify exactly what they are after. In addition, Pesik believes many law firms could up their offering a notch by becoming more business-friendly and refraining from the tendency of “overlawyering”.

Pesik says he has had trouble finding the right Chinese external counsel to engage as the local lawyers he approaches don’t have their own teams in mainland China. Even with the ones that have offices in Hong Kong, lawyers were not automatically able to practice mainland Chinese law. “It’s actually quite difficult for me in Singapore to find a Chinese law firm to help. I even have some books and articles to help me understand how to engage good lawyers in mainland China,” he says. ALB ►► Erik Pesik’s advice to aspiring GCs “It takes really broad experience. It’s like training for an Ironman – you can’t be a specialist in only one area. I left legal to work on the business side for a couple of years and that gave me a real understanding of what the business people want. A great legal resume will get you in the door, but when it comes to pleasing your clients, you really must demonstrate solid business credentials in general commercial matters. And you have to be willing to do something new.

Like learning to swim; you have to be able to say “okay, I don’t know anything about construction law, but I will go and learn it for you because that’s what we need to do.”

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Feature | energy & resources >>

Big big Energy & resources:

government, deals

The insatiable appetite of Asia’s growing economies for raw materials, often via robust state-owned enterprise involvement, kept the energy & resources sector moving strongly through the GFC years. Post-crisis, the feeding frenzy continues but on a new playing field. Pamela Hamer-Koh investigates the trends underpinning E&R practice in the region

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Asian Legal Business ISSUE 10.11

Feature | energy & resources >>

Two key trends • Shift in long-term pattern of partnerships in both public and private sectors • Change in global flow of capital funding, post-GFC

L

ong-term relationships have evolved and taken new forms between state-owned entities and mid-cap companies in the postGFC arena. Burgeoning GDPs and populations have driven governments and state-owned enterprises along an aggressive trail of resource acquisition with little reliance on capital markets funding, against a background of reduced liquidity and availability of funding.

“Historically, lots of projects were financed largely by western financial institutions, with some local financial institution involvement in Asia and multilateral involvement such as the Asia Development Bank (ADD) and others. But the flow of capital has

changed. I wouldn’t say it’s dried up from the historic entities but it’s certainly less liquid than it was before,” Clifford Chance head of energy and infrastructure, Geraint Hughes, says.

Indeed, most would agree banks are now more risk-averse and have higher thresholds to meet in terms of the nature of each project. “If you think again about Asia and the type of companies that are doing the deals here, the state-owned companies were never dependent on the financial market – it hasn’t impacted them at all. But the bigger international oil & gas companies were hit because the cost of borrowing went up,” says Herbert Smith head of energy Asia, Anna Howell. “We are still seeing a lot of M&A activity, fundamentally because state-owned companies have got the money to spend on resources.

And they are going to get resources.”

Howell points out that state-owned companies are increasingly going into

►► Energy & resources work: Future trends to watch

Mega-projects

1 2 3

“State-owned companies don’t necessarily rely on the financial markets, so were suddenly able to accelerate on some of these acquisitions” Anna Howell

Herbert Smith head of energy Asia

Interest in Asian mega-projects is much greater than 10 years ago. “The main change to the models is that we’re seeing more and more macro projects being done – big-ticket projects. More and more of these projects have Chinese capital which is really driving their development and growth,” says Geraint Hughes of Clifford Chance”

Demographics

Population growth continues to act as a potent driver for demand in this region, and countries like the Philippines and Indonesia, as well as the economically expanding giants of India and China, are consequently driving both the demand for and supply of coal, gas and oil

Dispute resolution

With the growing level of cross-border partnership and international activity, an increase in disputes and arbitration work is inevitable, and experienced arbitrators with specific and regional expertise in energy & resources are likely to be in high demand

www.legalbusinessonline.com

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Feature | energy & resources >>

Energy & Resources Q&A Loo Choon Chiaw discusses the promise of Asian

Loo Choon Chiaw

Loo & Partners LLP 16 Gemmill Lane Singapore 069254 Tel : (65) 6322-2288 Fax : (65) 6534-0833 Email : ccloo@loopartners.com.sg Website: www.loopartners.com.sg Loo & Partners LLP (Registration No. LL0800566K), registered with liability in Singapore under the Limited Liability Partnerships Act (Chapter 163A), was converted from the firm “Loo & Partners” to a limited liability partnership with effect from 28 May 2008.

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Asian Legal Business: With the improvement of market sentiments, has there been an increase in M&A activities?

Loo Choon Chiaw: Global M&A activity has been at its peak since late 2009. According to Bloomberg news, global takeovers announced to date have totalled USD 1.29 trillion, approximately an increase of approximately 23% from last year.

largest base metals company in Canada, by CIC in 2009 are good illustrations. Just this week, Sinochem Group, a Chinese chemical conglomerate, has formally asked the Chinese government to back its hostile bid, estimated to be in the region of USD 40 billion to USD 60 billion, for Canada’s Potash Corporation, the world largest fertilizer company, against the USD 39 billion offer made by BHP Billiton.

ALB: How about the M&A activities in the E&R sector?

LCC: It has been reported that natural resources companies, including miners, oil and natural gas producers and fertilizer manufacturers, have launched a total of USD 316 billion in M&A deals in the first eight months of this year.

ALB: Why are the Chinese enterprises so aggressive in their pursuit of overseas M&A of E&R? LCC: The M&As for E&R are carried out by the Chinese as a national effort. I have already touched on the strong financing support which the CDB has been providing to the Chinese enterprises for such acquisitions. A deep pocket makes such acquisitions easier. It is noteworthy that the Chinese government has also issued express policy directives in encouraging the Chinese enterprises to acquire overseas resources, mining and energy interests. With easy funding and official encouragement, the Chinese enterprises have been effecting acquisitions not just for short-term economic benefits, but, very often for indirect longtermed strategic benefits, for which enterprises from other jurisdictions would not be in a position to undertake. For instance, the 20% acquisition by the state-owned Industrial and Commercial Bank of China (ICBC) in South Africa’s Standard Bank for USD 5 billion was carried out to provide ICBC with an indirect and long-term strategic access to the mining, energy and other natural resources in Africa.

ALB: China has been conspicuous for its activities in the E&R space. Do you expect China’s interest in E&R to continue will change in the months ahead?

LCC: With a population of 1.3 billion and a real GDP growth rate in the region of 10% per year, China, one of the fastest growing economies in the world, has an insatiable demand for E&R. China’s need for energy is projected to increase by 150% by 2020.

Take oil for example, China’s oil consumption grows by 7.5% per year, seven times faster than the United States. China’s rich E&R base has been depleting speedily in tandem with its phenomenal economic growth and rapid urbanisation. For strategic reasons, China has to rely on imports for critical supplies of fuel and minerals. China’s pursuit of E&R shall continue. She really has no choice.

ALB: What distinguishes China’s overseas M&A activities for E&R from the others?

LCC: Unlike the M&As from other jurisdictions, China’s strategic acquisitions of E&R are usually publicly funded. For instance, the China Development Bank (CDB) has recently loaned the state-owned China National Petroleum Corporation USD 30 billion to build up the latter’s war chest for its overseas acquisition spree. China Investment Corporation (CIC), China’s sovereign wealth fund, has also been busy undertaking strategic acquisitions. The USD 3 billion acquisition of the equity stake in Blackstone, the largest United States private equity firm, by CIC in 2007 and the USD 1.5 billion purchase of a 17.2% equity stake in Teck Resources, the

ALB: What are the general methods used in acquiring E&R? LCC: Theodore Moran has identified four basic patterns of E&R acquisitions: (1) the predator/buyer takes an equity stake in a major producer/target to procure a share of production; (2) the predator/buyer takes an equity stake in an independent producer/target to procure an equity-share of production; (3) the predator/buyer makes a loan to a price-making producer/target (one of a handful of firms with market shares large enough to affect industry prices, i.e. the larger government producers among the Organisation of Petroleum Exporting Countries (OPEC) in return for a purchase agreement to service the loan; and (4) the predator/buyer makes a loan to a price-taking producer/target (part of Asian Legal Business ISSUE 10.11

Feature | energy & resources >>

Energy and Resources in 2010 with ALB the competitive fringe of firms with market shares too small to affect industry prices) in return for a purchase agreement to service the loan. Each of the four approaches will allow the target to have preferential access to a long-term supply of E&R. ALB: Oil and Gas will continue to cast the largest shadow over the E&R industry in Asia Pacific but what other sectors would you identify as bright spots in the region?

LCC: As highlighted in the Pew Report, the ‘clean energy’ space has experienced investment growth of 230% since 2005.

Even during the Global Financial Crisis, the investment growth declined by a mere 6.6% in 2009. Clean energy investments in the G-20 reached an average of USD 32 billion in each of the last three quarters of 2009.

Industry experts have estimated that clean energy investments would reach a staggering USD 200 billion in 2010. The numbers are clear. The trend seems obvious. The tone has been set. The ‘clean energy’ space shall be the blue-eyed boy of the investment community in the next decade and beyond.

ALB: What are the motivations behind the investments in the clean energy space?

LCC: I certainly do not believe that the reduction of global warming and the promotion of renewable energy were the investors’ preoccupation. One must not expect the investors to be so altruistic. They basically behave as rational economic men.

They have to account to their shareholders or funders on the returns and yields from the investments. The investors are motivated by pure economic reasons. There has been a concensus among the more astute investment and business specialists that clean energy economy will emerge as one of the most exciting investment opportunities of the 21st century. There has also been an increasing recognition by governments around the world that safe, reliable, clean energy, for instance, solar, wind, biofuels and the likes can create more jobs, offer business opportunities, reduce independence on foreign energy sources, enhance national security and reduce global warming pollution.

The more enlightened governments have also introduced policies to stimulate investments in clean energy space, which attained some success in attracting those investments. www.legalbusinessonline.com

ALB: At the height of the Global financial crisis, industry practitioners cited severe difficulties in obtaining financing for E&R deals. Has the situation improved, and given the improvement in general financing conditions, have you seen the entry of new types of finance in the clean energy sector?

LCC: Financing generally takes one or a combination of three basic forms: (1) asset financing, which is used in connection with the installation of physical assets, namely clean energy equipment, such as wind turbines, solar PVs, solar and energy efficient smart grid, hydro capacity, that generate energy in the form of power and heat. (2) public offerings, which allows the company to raise the much needed capital for expansion and growth, and (3) venture capital or private equity financing, which is usually associated with technology innovation and development.

These methods of financing remain basically the same, although the detailed terms and conditions have changed from time to time in the light of the prevailing economic and financial circumstances.

ALB: As one of the leading boutique corporate practices in the region undertaking E&R deals, has your firm been kept busy with E&R and clean energy deals?

LCC: We are most fortunate to have been blessed with a quality and loyal clientele.

Our Natural Resources and Energy Practice (NREP) colleagues have been kept very busy, especially so since late 2009, in undertaking various E&R deals, including, the acquisitions of strategic interests in coal mines in Indonesia, Inner Mongolia and Russia and the acquisition of a shipyard with port facilities in the Sovgavan special economic zones in Russia. The firm has also been mandated by a leading Russian energy conglomerate for the acquisition of listed platforms in the region to spearhead its proposed business operations in the Asia Pacific region. Our NREP colleagues are also in the process of setting up a Russia-linked energy and natural resources fund. On the clean energy front, we have just completed the IPO of Leader Environment Technologies Limited, a leading PRC based environmental protection solutions provider specialising in the treatment of industrial waste-gas and waste water emission, in July this year.

ALB: As a specialist practitioner, can you share your general thoughts on E&R which we have discussed?

LCC: Thanks to the internet, ‘space’ has vanished, time has ‘ceased’. The whole world is now truly a global village connected by electronic communication systems. What we do will affect our neighbours in the global village. Indeed, to use John Donne’s phrase, ‘no man is an island, entire of itself.’ We are still grappling with the basic economic issue of allocation of resources, namely, the way in which the limited, exhaustible and fast depleting E&R should be distributed among the competing needs of the inhabitants in this global village. Unless the unlimited desire and demand for E&R is checked, the future of this global village certainly looks bleak. There is already a reference to the Arctic War, the Last Energy War, or the Third (and last) World War. Another heresy? Perhaps not. If you key in the phases ‘the Arctic Oil’, ‘the Peak Oil’, ‘the last World War’ or ‘the energy war’, numerous articles alerting the readers of the potential arm conflicts among the members of NATO and the Russia, and their respective postures concerning Peak Oil will appear on the LCD of your Blackberry, iPad or notebook.

ALB: How about clean energy?

LCC: The switch to alternative energy and the adoption of ‘clean energy’ seems an inevitable conclusion. It must be the collective responsibility of all inhabitants, namely the governments, the industries and the individuals, of this global village to embrace the switch.

Each shall have to play its/his/her part before it is too late. There is certainly no place for the likes of RDA Corporation in search of their ‘unobtanium’ in this global village.

As a born optimist, I have every confidence that the inhabitants of our global village will do the right thing. Perhaps, all of us should heed the impassioned plea by Jeremy Rifkin to be involved in the Third Industrial Resolution or the Distributed Energy Revolution, which may open doors to a new post-fossil fuel era, where the inhabitants in the global village shall be able to create its/his/her own energy, store it and then distribute it to each other. Individuals will load solar power from sun, wind from turbines and even ocean waves on each coast. Buildings will become power plants that will loan renewable energy. Smart power grids or inter-grids, for lack of a better term, will facilitate easy distribution of energy among the inhabitants.

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“Thailand, Malaysia and Indonesia – with their government agencies – are dedicated to looking at ways to procuring infrastructure through similar models; Indonesia for example, is ramping up on the PPP front” Nicola Davies

of counsel Norton Rose

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partnerships with companies where perhaps there previously would not have been such an opportunity.

So while the mood of the capital markets may have been somewhat sullen, the region’s need for resources has continued largely unabated, and the public sector has moved to fill the gap.

A case in point comes from one of the more remote corners of the region – Mongolia. On 15 September, Hogan Lovells announced its appointment as advisor to state-owned mining company Erdenes MGL – the sole owner of the mining operations for the Tavan Tolgoi project in the west of the country. Often called the world’s biggest untapped coking coal deposit, Tavan Tolgoi holds a coal reserve of 6.5bn tonnes. The multi-billion-dollar public-private partnership (PPP) project is indicative of a growing trend within the region – as project models shift with the change in funding patterns sparked by a liquidity crisis.

Partner Batbayar Byambaa of Mongolian firm GTS Advocates notes a dramatic increase in mining investment in Mongolia and attributes the upswing in mining transactions significantly to the signing of a number of mega-deals by the Mongolian government at the tail-end of the financial crisis. “Last year, the government signed an investment deal with Rio Tinto and Ivanhoe – that was the starting point of the flood of investment into the mining sector in Mongolia,” he says.

While it is perhaps accentuated in Mongolia’s tiny economy, the trend is manifest right around the region.

According to Hogan Lovells’ head of infrastructure and project finance Asia, James Harris, the firm has had a substantial amount of work from many areas. “We’ve been doing stuff with three types of clients: privatesector developers, investors, buyers or sellers; lenders to these people; and governments or governments assisted by a multilateral such as the World Bank, IFC or ADB,” he says. “The strongest countries would be – working from south to north – Indonesia, Vietnam, Philippines,

China, Mongolia, and India to the east.”

And the experience has been similar at other firms active in the sector.

“PPPs have been very successful in Singapore and a number of Asian countries are trying to replicate its success. It is certainly an up-andcoming trend in the region,” Norton Rose of counsel Nicola Davies tells ALB. “Thailand, Malaysia and Indonesia – with their government agencies – are dedicated to looking at ways to procuring infrastructure through similar models; Indonesia for example, is ramping up on the PPP front.”

The Chinese factor • Where there is commodities, there are Chinese bidders, financiers • Public-backed projects on the rise • Financial and technical expertise of China/ Asia growing

China has more than doubled its energy consumption in the last decade and has just surpassed the US as the world’s largest energy consumer, according to a Thomson Reuters report of 31 August 2010. But despite power projects in China largely being in the domestic domain, a number of international firms are receiving more instructions from Chinese clients looking to make overseas acquisitions.

“In the last 18 months to two years we’ve seen China make massive strides to acquire commodities globally.

We’ve been doing deals with Chinese state enterprises in Brazil, Russia, Turkmenistan, Uzbekistan, Botswana and Australia – literally, where there are commodities in which China can take an interest, we’ve been working with them on those deals,” Hughes says. “A huge amount of Chinese capital has come into the market. So whether you’re looking to develop an LNG facility in China, or if you’re looking to develop a coal mine in sub-Saharan Africa, you expect two aspects: first, for Chinese parties to be interested in bidding to be involved in those projects; and second, for Chinese capital to underpin the financing of the projects. The common factor in those Asian Legal Business ISSUE 10.11

Feature | energy & resources >>

trends is China being the engine of growth in this sector.”

The dominance of China when it comes to bidding for E&R assets around the world has been observed by many, but the country’s involvement does not stop there. “What we’re seeing is quite an interesting trend developing with the Chinese – they can act as either developers, suppliers of equipment, or funders. Their activity levels are on the increase in the market,” Harris says.

Indeed, China’s rising financial and technical expertise is boosting its position in the E&R arena, not just in the region but globally. “Oil & gas is one key sector. Within the last 12-18 months, not only [the Chinese] are looking to acquire gas in a transAsia pipeline deal which stretches across Turkmenistan, Uzbekistan, Kazakhstan and China, but also put the pipeline in place over some fairly

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difficult terrain across three countries to bring it into China,” Hughes says.

“So that shows the commitment and technical expertise that exist within China – in addition to financing expertise.”

Present trends in E&R legal work • Oil & gas shows significant growth • LNG/ coal bed methane/ coking gas on the rise • Clean technologies come to the fore

Oil & gas

For the past six years, the oil & gas sector has seen a flurry of M&A activity as Chinese, Thai and Indian companies – traditional net importers of oil and gas – have taken stakes in projects around the world.

In Indonesia, deep-sea assets are currently being auctioned off.

“Historically, Indonesia, Malaysia and other countries in South-East Asia

►► Andrew Arnold, general counsel, Lynas Corp

“Three years ago, an emerging resources company with strong assets could put together a project finance loan with a syndicate of international banks. The market for patient debt capital remains patchy, and such companies are more likely to issue convertible bonds or to raise equity in the current market”

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“Whether you’re looking to develop an LNG facility in China, or a coal mine in sub-Saharan Africa, you expect two aspects: first, for Chinese parties to be interested in bidding to be involved in those projects; and second, for Chinese capital to underpin the financing of the projects” Geraint Hughes

Clifford Chance

have been countries rich in resources and countries in North Asia had less so that always spurred an interest in securing their supplies. The Japanese were the first to enter into long-term agreements and would take smaller equity stakes. But when the Chinese hit the market in a big way six years ago, they started taking much bigger stakes in these oil and gas projects, so the whole complexion of the market changed. Then the Indians followed, in oil & gas auctions where you used to only see international companies,” Howell says.

Today’s oil & gas lawyers, therefore, operate against a background of heightened competition for assets, smaller numbers of bilateral deals on offer, and more deals being in the form of auctions.

LNG/coal bed methane (CBM)/coking gas

“In terms of sectors, LNG and gas have been very, very active,” Howell says. “Those projects are on a different scale to the other projects. In China and India, there are CBM projects and there has been legislation for some time but those projects are quite small mainly because there is no infrastructure in those countries to carry the gas very far. Australia has

taken CBM to a whole new level – there are projects that are actually building infrastructure to take the gas to the coast, liquefy it, and then ship it off as LNG, which is a hugely capitalintensive exercise. There is a huge change in the value of the projects and therefore you need a lot of complicated legal structuring and LNG off-take agreements which we don’t have in these smaller projects,” she says.

Constraints in this burgeoning sector do, however, exist. “The key issue is, is there necessarily the demand in the mid-term for all that gas and is there sufficient capital in the market for the short term to fund the development of those projects,” says Hughes.

Clean technology

The role of technical expertise is rising in importance as a determining factor in which types of projects win funding in today’s E&R market, and this is nowhere more the case than in the clean technology sector.

According to Hughes at Clifford Chance, sustainable resources and clean energy are the fastest growing areas within his firm’s business. “We’ve been working on huge solar and wind developments in Thailand. We’ve also been doing a lot of work in terms of

Energy & resources deals – pick of the bunch The following deals were all finalists in the various ALB Law Awards 2010 events around the region

Nippon Mining - Nippon Oil Business Integration Davis Polk & Wardwell Mori Hamada & Matsumoto Nishimura & Asahi Ropes & Gray Shearman & Sterling Simpson Thacher & Bartlett Sullivan & Cromwell

US$11.7bn 60

China Petroleum & Chemical Corporation Acquisition of Oil Industry Assets Guantao Herbert Smith

US$742m

CIC-Teck Resources Stake Acquisition Paul, Weiss Stikeman Elliott Torys

US$1.5bn

CNNC Sanmen Nuclear Power Project Phase I Sunshine

US$3bn

Datang Wind Farm Financing Atsumi & Partners Milbank Tweed Momo-o, Matsuo & Namba Norton Rose Run Ming Simmons & Simmons

US$49m Asian Legal Business ISSUE 10.11

Feature | energy & resources >>

putting wind farms into Taiwan and these wind farms are getting bigger and bigger. The third element is really around the capital raising work that we are doing for these companies,” Hughes says.

In July 2010, Clifford Chance announced its role acting for the lenders of the landmark 74MW solar plant located in the Lopburi province of Thailand. Upon completion, the project will be the largest photovoltaic power project to date. Construction of the plant started in July, with a power purchase agreement already in place with the Electricity Generating Authority of Thailand. The lenders to Natural Energy Development include the Asia Development Bank, Kasikornbank, Siam Commercial Bank and Bangkok Bank.

In a move that makes the shift in corporate and public attitudes around the region towards clean energy projects clear, Thailand has pledged to meet 20% of its domestic energy needs using renewable sources by 2020.

Focus on risk

One consequence of the changed risk appetites of banks is an emerging trend of caution that is extending many project timelines beyond their

Shangdong Nuclear Power Project Financing AllBright Shandong Shunda

US$267m www.legalbusinessonline.com

anticipated completion dates.

Financiers freshly aware of their risk exposure are looking into the operational side of projects – down to health & safety conditions, subcontracting details and insurance amongst other things – more than ever before, creating higher volumes of risk management work for their legal advisers.

“Since the Macondor incident, risk exposure has become a whole new area of focus for companies –which wouldn’t have been the case before. So we’re seeing the analysis of operational risks coming to the fore which we didn’t have in Asia or with Asian companies in the past, as a general rule,” Howell says.

The E&R sector is evolving towards a cleaner, greener and more technologically-driven marketplace with inter-regional deal activity and PPPs the name of the game – now and in the coming years. Most undeniably, populous Asian countries such as China and India are driving resource acquisitions globally to secure supplies for their booming populations.

An active deal market coupled with a new sense of thoroughness in deal selection and due diligence spell sturdy growth for the E&R practises of wellpositioned firms. ALB

Sinopec - Addax Petroleum Acquisition Fasken Martineau DuMoulin Osler, Hoskin & Harcourt Stikeman Elliot Vinson & Elkins

US$8bn

Sinopec SABIC Tianjin JV Financing Global Jun He King & Wood

US$2.7bn

“We’re seeing the analysis of operational risks coming to the fore which we didn’t have in Asia or with Asian companies in the past, as a general rule”

Posco Power Corporation Multi-currency Project Finance Kim & Chang

US$589m

Anna Howell

Herbert Smith head of energy Asia

KS Energy - Aqua-Terra - SSH privatisation Allen & Gledhill Clifford Chance Drew & Napier Stamford Law Corporation WongPartnership

US$246m 61

MARKET DATA| |M&A M&A>> >> market data In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (September 18, 2010 - October 15, 2010) Announcement Date

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

Seller Company

01-Oct-10

Repsol Brazil (40% Stake)

Advising seller: Latham & Watkins

China Petroleum & Chemical Corporation

Vinson & Elkins

Repsol YPF SA

15-Oct-10

PLUS Expressways Berhad (35.34% Stake)

30-Sept-10

AIG Star Life Insurance Company Limited; and AIG Edison Life Insurance Company

Deal Value (USDm) 7,109

UEM Group Berhad; and Employees Provident Fund Board

5,035

Advising seller: Prudential Financial Inc Nagashima Ohno & Tsunematsu; Simpson Thacher & Bartlett

Nishimura & Asahi

American International Group Inc

4,200

Sumitomo Corporation

Morrison & Foerster

Usinas Siderurgicas de Minas Gerais

1,350

Advising seller's financial advisors (Goldman Sachs; JPMorgan): Gibson Dunn & Crutcher

28-Sept-10

Mineracao Usiminas SA (30% Stake)

10-Oct-10

Chesapeake Energy Corporation (Eagle Ford Shale project) (33.3% Stake)

Advising seller: Commercial Law Group; Wachtell, Lipton, Rosen & Katz; WilmerHale

CNOOC Limited

Vinson & Elkins

Chesapeake Energy Corporation

1,080

11-Oct-10

Colonial Pipeline Company (23.44% Stake)

Advising seller: Jones Day

Kohlberg Kravis Roberts & Co; and National Pension Service of Korea

Simpson Thacher & Bartlett

Chevron Pipe Line Company

1,000

27-Sept-10

PT Chandra Asri

Assegaf Hamzah & Partners

PT Tri Polyta Indonesia Tbk

Adnan Kelana Haryanto & Hermanto

920

30-Sept-10

MMX Mineracao e Metalicos SA (15.3% Stake)

SK Networks Company Limited

Cleary Gottlieb Steen & Hamilton; Pinheiro Neto Advogados

699

15-Oct-10

The MAC Services Group Limited

Freehills

Oil States International Inc

Mallesons Stephen Jaques; Vinson & Elkins

679

20-Sept-10

Sempra Energy Solutions LLC

Advising seller: Simpson Thacher & Bartlett; Sullivan & Cromwell

Noble Group Limited

Allen & Gledhill; Davis Polk & Wardwell; Sutherland Asbill & Brennan

Notes:

Royal Bank of Scotland Group Plc; and Sempra Energy

582

Top deals table includes lapsed and withdrawn bids, and is based on geography of either target, bidder or seller company being Asia-Pacific•Quarterly trend graph excludes lapsed and withdrawn bids, and is based on dominant geography of target only being Asia-Pacific•League tables are based on geography of either target, bidder or seller company being Asia-Pacific. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value • Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.

League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010) Rank

House

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1

Herbert Smith/Gleiss Lutz/Stibbe

60,932

13

1

Morgan Stanley

48,510

33

2

Debevoise & Plimpton

54,279

5

2

Credit Suisse

39,952

32

3

Norton Rose

45,777

33

3

UBS Investment Bank

39,850

37

4

Slaughter and May

43,754

13

4

Goldman Sachs

38,933

43

5

Simpson Thacher & Bartlett

39,611

13

5

Bank of America Merrill Lynch

34,416

23

6

Sullivan & Cromwell

39,212

10

6

Rothschild

33,390

35

7

Davis Polk & Wardwell

37,727

13

7

HSBC

33,390

17

8

Cleary Gottlieb Steen & Hamilton

37,549

6

8

Deutsche Bank

32,089

32

9

Mallesons Stephen Jaques

37,260

44

9

Barclays Capital

29,954

14

10

Cravath Swaine & Moore

36,988

2

10

Standard Chartered

26,632

13

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010

House

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010

Asia-Pacific M&A Activity - Quarterly Trends 900

160,000

800

140,000

Value (USDm) Volume

600

100,000

500

80,000

400

60,000

300

40,000

200

20,000

100

0

62

700

Q1 03

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10

Q4 10*

Number of deals

Value (USDm)

120,000

0

Asian Legal Business ISSUE 10.11 Asian Legal Business ISSUE 10.11

MARKETdata DATA| M&A | M&A>>>> market In association with

Notes:

League tables are based on geography of either target, bidder or seller company. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids.

League tables are ranked by value•Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.•Q4 10* = 1 October 2010 to 15 October 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - October 15 , 2010) Rank

House

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - October 15 , 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1

Herbert Smith/Gleiss Lutz/Stibbe

48,996

9

1

China International Capital

House

20,163

13

2

Slaughter and May

40,339

9

2

Deutsche Bank

17,252

15

3

Simpson Thacher & Bartlett

39,300

10

3

BNP Paribas SA

13,193

6

4

Norton Rose

37,758

4

4

Credit Suisse

10,884

13

5

Cravath Swaine & Moore

36,988

2

5

JPMorgan

10,355

9

6

Cleary Gottlieb Steen & Hamilton

36,850

5

6

Barclays Capital

9,050

2

7

Sullivan & Cromwell

36,128

4

7

Royal Bank of Scotland Group

8,870

1

8

Weil Gotshal & Manges

35,774

3

8

Morgan Stanley

7,847

12

9

Debevoise & Plimpton

35,500

1

9

CITIC Securities

7,135

5

10

Davis Polk & Wardwell

30,946

8

10

Scotia Capital

7,109

1

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

League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - October 15 , 2010) Rank

House

League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - October 15 , 2010)

Value (USDm)

Deal Count

Rank

House

Value (USDm)

Deal Count

1

Nagashima Ohno & Tsunematsu

35,072

32

1

Nomura Holdings

40,846

55

2

Mori Hamada & Matsumoto

28,406

55

2

JPMorgan

21,358

10

3

Shearman & Sterling

21,891

11

3

Daiwa Securities Group

16,565

24

4

Sullivan & Cromwell

20,278

10

4

UBS Investment Bank

13,405

5

5

Nishimura & Asahi

11,922

26

5

Morgan Stanley

11,522

25

6

Gibson Dunn & Crutcher

9,331

4

6

Bank of America Merrill Lynch

10,374

6

7

Skadden Arps Slate Meagher & Flom

8,492

9

7

Goldman Sachs

8,528

10

8

Anderson Mori & Tomotsune

6,933

14

8

Deutsche Bank

7,763

6

9

Simpson Thacher & Bartlett

6,591

5

9

Citigroup

5,987

6

10

Morrison & Foerster

5,683

13

10

ABeam M&A Consulting

5,537

4

Based on geography of either target, bidder or seller company being Japan

League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - October 15 , 2010) Rank

House

League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - October 15 , 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1

AZB & Partners

29,923

50

1

Rothschild

27,431

17

2

Allen & Overy

12,578

5

2

Morgan Stanley

25,648

9

3

Linklaters

12,170

4

3

Standard Chartered

22,203

6

4

Talwar, Thakore and Associates

10,700

2

4

Barclays Capital

14,126

7

5

Herbert Smith/Gleiss Lutz/Stibbe

10,700

1

5

UBS Investment Bank

13,529

6

6

S&R Associates

9,332

3

6

Citigroup

13,050

6

7

Latham & Watkins

9,297

2

7

HSBC

12,119

6

8

Shepherd & Wedderburn

9,177

1

8

Goldman Sachs

11,733

5

9

Amarchand & Mangaldas & Suresh A Shroff

6,106

22

9

BNP Paribas

10,749

2

10

Crawford Bayley & Company

4,779

2

10=

Global Investment House

10,700

1

10=

State Bank of India

10,700

1

Based on geography of either target, bidder or seller company being India

League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2010 - October 15 , 2010) Rank

House

House

League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - October 15 , 2010)

Value (USDm)

Deal Count

Rank

House

Value (USDm)

Deal Count

13,121

20

UBS Investment Bank

9,575

10

3

JPMorgan

8,130

5

15

4

RHB Investment Bank

7,543

6

4,274

2

5

Goldman Sachs

6,990

9

AZB & Partners

3,901

7

6

Deutsche Bank

6,749

7

7

Freehills

3,867

4

7

Morgan Stanley

6,349

8

8

Drew & Napier

3,607

6

8

Standard Chartered

5,528

5

9

Weerawong, Chinnavat & Peangpanor

3,589

3

9

Credit Suisse

5,513

8

10

Clifford Chance

2,887

10

10

Royal Bank of Scotland Group

4,719

3

1

Allen & Gledhill

8,000

24

1

CIMB Group

2

WongPartnership

6,805

34

2

3

Rajah & Tann

5,062

10

4

Baker & McKenzie

4,748

5

Kadir, Andri & Partners

6

Based on geography of either target, bidder or seller company being Southeast Asia

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63

market data | capital markets >>

Equity Capital Markets TRANSACTIONS List

Asia, inc Japan, ex Australia & New Zealand 19 Sep to 16 Oct Proceeds Issuer Issue date (USDm)

HONGKONG Billion Express Investments Hengdeli Holdings Ltd China Everbright Ltd IRC Ltd Kingboard Laminates Hldg Ltd Kosmopolito Hotels Intl Ltd Sewco Intl Hldgs Ltd Cathay Pacific Airways Ltd Value Partners Group Ltd Ruinian International Ltd ERA Holdings Global Ltd Vinda International Hldg Ltd Comba Telecom Sys Hldg Ltd Lijun Intl Pharm(Hldg)Co Ltd Victory City Intl Hldgs Ltd India Tata Motors Ltd Housing Dvlp & Infrastructure Oberoi Realty Ltd Orient Green Power Company Ltd State Bank of Mysore Ramky Infrastructure Ltd VA Tech WABAG Ltd Strides Arcolab Ltd Eros International Media Ltd Indosolar Ltd Tecpro Systems Ltd Electrosteel Steels Ltd Ashoka Buildcon Ltd Coml Engineers & Body Builders Microsec Finl Services Ltd Indonesia Indofood CBP Sukses Makmur PT Bumi Resources Tbk PT Lippo Karawaci Tbk PT Tower Bersama Infrastructure Japan Tokyo Electric Power Co Inc Monex Group Inc Sotetsu Holdings Inc Malaysia MMHE CIMB Group Holdings Bhd LPI Capital Bhd Mongolia Mongolian Mining Corp Philippines Cebu Pacific Air Inc SM Prime Holdings Inc Singapore MIT

Currency

09/27/10 09/20/10 10/05/10 10/13/10 09/21/10 10/05/10 09/29/10 10/13/10 10/14/10 09/27/10 09/20/10 09/27/10 09/27/10 10/04/10 10/13/10

USD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD

Goldman Sachs (Asia); China International Capital Co; Nomura International (HK) Ltd JP Morgan Secs (Asia) (HK); Standard Chartered Bank (SG) JP Morgan (Hong Kong); China International Capital Co Bank of America Merrill Lynch; UBS Ltd; BOC International (China) Ltd; Merrill Lynch International CLSA Credit Suisse; Morgan Stanley (Asia) Ltd; Royal Bank of Scotland (HK) Guotai Junan Securities (HK) Credit Suisse Hong Kong Morgan Stanley & Co. Intl plc; JP Morgan Secs (Asia) (HK) Morgan Stanley CCB International Capital Ltd; Bocom International Bank of America Merrill Lynch BOC International (China) Ltd BNP Paribas Securities (Asia) Royal Bank of Scotland (HK)

Financials Industrials Financials Materials Materials Media and Entertainment Consumer Products and Services Industrials Financials Healthcare Media and Entertainment Consumer Staples Telecommunications Healthcare Consumer Staples

758.232 253.944 231.674 202.428 129.091 119.208 105.010 100.887 85.048 78.187 60.284 55.004 50.607 39.695 33.090

10/07/10 09/22/10 10/11/10 10/05/10 10/13/10 10/05/10 09/27/10 09/24/10 09/22/10 09/21/10 10/05/10 09/24/10 10/05/10 10/15/10 10/04/10

INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR

Citigroup Global Markets India; Credit Suisse Group JP Morgan India Kotak Mahindra Capital Co; Enam Securities; JP Morgan India; Morgan Stanley Goldman Sachs & Co; UBS Securities Inc; JM Financial Group; Axis Bank Ltd Trust Investment Advisors Enam Securities; Deutsche Equities SA Enam Securities; IDFC-SSKI Ltd IDFC-SSKI Ltd; Daiwa Securities Ltd (India); Royal Bank of Scotland AG; Kotak Mahindra Bank Ltd Enam Securities; Kotak Mahindra Capital Co; Morgan Stanley; RBS Enam Securities SBI Capital Markets Ltd; Kotak Mahindra Capital Co Edelweiss Capital; Enam Securities; SBI Capital Markets Ltd IDFC-SSKI Ltd; Enam Securities ICICI Securities & Finance Co; Edelweiss Capital SBI Capital Markets Ltd

Industrials Real Estate Real Estate Energy and Power Financials Industrials Energy and Power Healthcare Media and Entertainment High Technology Industrials Materials Industrials Industrials Financials

704.659 362.880 252.560 124.992

09/21/10 10/05/10 10/13/10 10/12/10

IDR IDR IDR IDR

Credit Suisse; Deutsche Bank Asia; Kim Eng Holdings Ltd; PT Mandiri Sekuritas To Be Announced Bank of America Merrill Lynch; CLSA PT Indo Premier Securities; UBS Securities Inc; UBS Securities Indonesia PT

Consumer Staples Materials Real Estate Telecommunications

5,728.981 196.521 194.950

10/12/10 10/04/10 10/12/10

JPY JPY JPY

Nomura Securities Citigroup Global Markets Japan; Nikko Cordial Securities Inc Nikko Cordial Securities Inc

Energy and Power Financials Industrials

660.870 378.027 31.227

10/15/10 10/12/10 09/30/10

MYR MYR MYR

Credit Suisse; Maybank Investment Bank Bhd; JP Morgan UBS AG Public Investment Bank Bhd

Industrials Financials Financials

748.879

10/05/10

HKD

Citigroup Global Markets Asia; JP Morgan (Hong Kong)

Materials

539.778 151.389

10/08/10 10/13/10

PHP PHP

Deutsche Bank AG (Hong Kong); JP Morgan Securities Asia Pte; Citigroup Global Markets Ltd CLSA; Macquarie Equities (Asia) Ltd

Industrials Retail

DBS Securities Singapore Pte; Goldman Sachs & Co; Citi; Standard Chartered Asia Ltd Morgan Stanley (Asia) - SG; Bank of America Merrill Lynch; CIMB-GK Securities Pte Ltd; Credit Suisse (Singapore) Ltd; Standard Chartered Bank (SG) Citigroup Global Markets Ltd Credit Suisse (Hong Kong) Ltd; JP Morgan Securities Asia Pte DBS Bank Ltd Goldman Sachs & Co Standard Chartered Bank (SG); Macquarie Bank Polaris Securities Ltd

Real Estate

423.896

10/12/10

SGD

257.951

10/06/10

SGD

Mapletree Logistics Trust Midas Holdings Ltd Ezra Holdings Ltd Parkway Life REIT AIMS AMP Capital Industrial China Taisan Tech Group South Korea Taihan Electric Wire Co Ltd Taiwan Hon Hai Precision Ind Co Ltd

232.419 153.983 119.830 66.207 61.085 48.694

09/22/10 09/28/10 10/14/10 09/22/10 10/14/10 09/30/10

SGD HKD SGD SGD SGD TWD

Wisdom Marine Lines Co Ltd Tycoons Group Enterprise Co Thailand BEC World PCL

Sector

1,838.800 322.015 299.401 271.993 220.347 153.182 121.809 110.833 102.502 84.442 56.262 39.804 38.579 37.389 30.660

Overseas Union Enterprise Ltd

AU Optronics Corp

Bookrunner(s)

Media and Entertainment Real Estate Materials Industrials Real Estate Real Estate Consumer Staples

284.255

09/30/10

KRW

Tong Yang Securities

High Technology

1,000.000

09/30/10

USD

High Technology

800.000

10/07/10

USD

36.375 31.912

09/24/10 10/14/10

TWD TWD

Credit Suisse; Standard Chartered (Taiwan) Goldman Sachs International; UBS AG; Standard Chartered (Taiwan); Citigroup Global Markets Ltd; Bank of America Merrill Lynch Masterlink Securities Co Ta Chong Securities Co Ltd

Industrials Industrials

126.388

10/12/10

Thai Baht

Bank of America Merrill Lynch; Phatra Securities Co Ltd

Media and Entertainment

High Technology

DEBT CAPITAL MARKETS TRANSACTIONS LIST

Asia, inc Japan, ex Australia & New Zealand 19 Sep to 16 Oct Issuer HONGKONG PHBS Ltd Sino-Forest Corp Hong Kong Land Finance Cayman FPT Finance Ltd Dah Sing Bank Ltd Sun Hung Kai Prop Cap Mkt Ltd India Reliance Industries Invest

64

Proceeds (USDm)

Issue date

Currency

1,000.000 600.000 592.590 400.000 175.000 64.471

09/21/10 10/14/10 09/29/10 09/20/10 09/29/10 10/06/10

Bookrunner(s)

Sector

USD USD USD USD USD HKD

JP Morgan Chase Bank London Bank of America Merrill Lynch; Credit Suisse HSBC Holdings PLC; Standard Chartered Bank PLC; UBS AG Standard Chartered Bank PLC; Credit Agricole CIB HSBC Holdings PLC BNP Paribas SA

Financials Consumer Staples Financials Financials Financials Financials Financials

1,490.500

10/14/10

USD

Canara Bank

222.200

09/27/10

INR

IDFC

200.755

09/28/10

INR

LIC Housing Finance Ltd

166.650

09/27/10

INR

SIDBI

133.392

09/28/10

INR

LIC Housing Finance Ltd

104.871

10/13/10

INR

IDFC

92.860

09/29/10

INR

Yes Bank Ltd SIDBI Export-Import Bank of India BILT Graphic Papers India IDFC LIC Housing Finance Ltd Indonesia Bumi Resources Tbk PT Overseas Union Enterprise Ltd Japan Mizuho Corporate Bank Ltd Bank of Tokyo-Mitsubishi UFJ Sumitomo Mitsui Banking Corp TAOT 2010-C Metropolis of Tokyo

67.326 65.646 61.938 55.005 43.764 23.344

09/30/10 09/20/10 10/11/10 09/23/10 09/20/10 09/29/10

INR INR INR INR INR INR

Bank of America Merrill Lynch; Citi; HSBC Holdings PLC; RBS AK Capital Services Ltd; Almondz Global Securities Ltd; Axis Bank Ltd; Barclays Bank PLC; Deutsche Bank (India); Edelweiss Capital; ICICI Bank Ltd; ING Vysya Bank; Kotak Mahindra Bank Ltd; Trust Investment Advisors Axis Bank Ltd; Barclays Capital; Deutsche Bank (India); ICICI Bank Ltd; Trust Investment Advisors; AK Capital Services Ltd AK Capital Services Ltd; Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; Yes Bank Ltd Axis Bank Ltd; Barclays Bank PLC; ICICI Bank Ltd; ING Vysya Bank; HSBC India AK Capital Services Ltd; Barclays Capital; ICICI Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; Darashaw & Co Ltd Trust Investment Advisors; Kotak Mahindra Finance Ltd; AK Capital Services Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Axis Bank Ltd Trust Investment Advisors; Yes Bank Ltd; Real Growth Projects Ltd; AK Capital Services Ltd Axis Bank Ltd; ICICI Sec Primary Dealership Barclays Capital Yes Bank Ltd Trust Investment Advisors Barclays Bank PLC

700.000 229.516

09/30/10 10/11/10

USD SGD

JPMorgan Chase Bank; Credit Suisse; Deutsche Bank AG (London) Standard Chartered Bank (SG)

Materials Media and Entertainment

1,350.690 854.700 854.700 754.949 488.400

10/14/10 10/08/10 10/08/10 09/22/10 10/08/10

JPY JPY JPY USD JPY

Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley Nikko Cordial Securities Inc Barclays Capital; Citi; JP Morgan Mitsubishi UFJ Morgan Stanley; Nomura Securities

Financials Financials Financials Financials Government and Agencies

Financials Financials Financials Financials Financials Financials Financials Financials Financials Materials Financials Financials

Asian Legal Business ISSUE 10.11

market data | capital markets >> Yamaguchi Financial Group Inc JFM Fujitsu Ltd Japan Finance Corp

366.593

10/08/10

JPY

Kansai Electric Power Co Inc Kintetsu Corp West Nippon Expressway Co Ltd Chiba Prefecture Japan Housing Finance Agency Japan Housing Finance Agency Toyota Motor Credit Corp Japan Housing Finance Agency Chubu Electric Power Co Inc Kansai International Airport Fujitsu Ltd Chugoku Electric Power Co Inc Development Bank of Japan Inc Development Bank of Japan Inc Hokuriku Electric Power Co JFM NTT Finance Corp Metropolitan Expressway Co Ltd Shikoku Electric Power Co Inc THK Co Ltd Toyota Motor Credit Corp TF Auto Loan Trust Certificate American Honda Finance Mitsui & Co Ltd Mitsui Chemicals Inc Saibu Gas Co Ltd Furukawa Electric Co Ltd City of Kyoto City of Kobe Maeda Corp Gunma Prefecture Marubeni Corp Marubeni Corp Shizuoka Prefecture Sumitomo Corp City of Yokohama City of Kawasaki City of Osaka Central JR Toyota Motor Credit Corp THK Co Ltd Softbank Moblie Trust 2010-09 Ocean2010-3Beneficial Interest Malaysia MISC Bhd Putrajaya Holdings Sdn Bhd Philippines Banco De Oro Unibank Inc Philippines ADB Vista Land & Lifescapes Inc Singapore DBS Bank Ltd Keppel Corp Ltd Singapore Airlines Ltd Mapletree Treasury Services Kim Eng Holdings Ltd AREIF (Singapore I) Pte Ltd Asia Real Estate Income Fund Oversea-Chinese Banking HK Millenium & Copthorne Hotels Hotel Properties Ltd South Korea Export-Import Bank of Korea LH MY Home Securitization KEPCO Hyundai Capital (America) Korea Housing Finance Corp Shinhan Financial Group Ltd Honam Petrochemical Corp Hyundai Dvlp Co Engineering K Power Co Ltd Korea Housing Finance Corp Lotte Engineering & Constr Co

366.300 364.440 361.980 360.558 346.129 312.927 291.187 279.709 245.600 245.580 244.560 244.200 244.200 244.200 244.200 244.200 244.102 242.960 240.440 159.627 149.070 145.964 137.000 122.800 122.800 122.800 122.790 122.790 122.790 122.280 122.100 122.100 122.100 122.100 122.100 122.100 122.076 121.480 120.660 100.000 85.953 59.395 47.516

10/08/10 10/07/10 10/06/10 10/01/10 10/14/10 10/14/10 10/14/10 10/14/10 10/15/10 10/14/10 10/13/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/07/10 10/05/10 10/14/10 10/14/10 09/27/10 10/08/10 10/15/10 10/15/10 10/15/10 10/14/10 10/15/10 10/15/10 10/13/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/07/10 10/06/10 10/12/10 10/14/10 09/24/10 09/24/10

JPY JPY JPY JPY JPY JPY NZD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY AUD JPY USD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY USD JPY JPY JPY

Tokai Tokyo Securities Co Ltd Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd Nomura Securities; RBS Securities Japan Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc; Mitsubishi UFJ Morgan Stanley Nikko Cordial Securities Inc Nomura Securities Nomura Securities; Mitsubishi UFJ Morgan Stanley; Nikko Cordial Securities Inc GSJCL; Daiwa Sec Capital Markets Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Daiwa Capital Markets Europe Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Daiwa Sec Capital Markets Nikko Cordial Securities Inc Daiwa Sec Capital Markets Mizuho Securities Co Ltd Nomura Securities; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd Nomura Securities; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd Mizuho Securities Co Ltd GSJCL Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd; Daiwa Sec Capital Markets Nomura Securities Nomura Securities Daiwa Capital Markets Europe Sumitomo Trust & Banking Bank of America Merrill Lynch; Deutsche Bank Securities Corp; Williams Capital Group LP Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd Nikko Cordial Securities Inc Nomura Securities Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets; Tokai Tokyo Securities Co Ltd Nomura Securities; GSJCL Daiwa Sec Capital Markets Mizuho Securities Co Ltd; GSJCL Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd; Nikko Cordial Securities Inc Nomura Securities; Mizuho Securities Co Ltd Nikko Cordial Securities Inc Nikko Cordial Securities Inc; Mitsubishi UFJ Morgan Stanley Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; GSJCL GSJCL; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley JP Morgan Nomura Securities Citibank Japan Ltd; Development Bank of Japan; Mizuho Corporate Bank Ltd; Mizuho Securities Co Ltd Mizuho Securities Co Ltd

161.734 161.291

09/28/10 09/21/10

MYR MYR

AmInvestment Bank Bhd; CIMB Investment Bank Bhd; HSBC Bank Malaysia Bhd AmInvestment Bank Bhd; CIMB Investment Bank Bhd; Maybank Investment Bank Bhd

Industrials Real Estate

298.896 198.496 112.431 100.000

10/15/10 09/30/10 09/28/10 09/24/10

USD USD TRY USD

Citi; UBS Investment Bank HSBC Holdings PLC; Citigroup; UBS Investment Bank Daiwa Securities SMBC Europe Morgan Stanley; UBS Investment Bank

Financials Government and Agencies Government and Agencies Real Estate

1,312.033 379.507 225.717 188.097 92.130 79.461 79.461 76.709 38.388 37.619

10/14/10 09/28/10 09/21/10 09/21/10 10/13/10 09/24/10 09/24/10 10/15/10 10/13/10 09/23/10

SGD SGD SGD SGD SGD SGD SGD HKD SGD SGD

DBS Bank Ltd DBS Bank Ltd; Deutsche Bank (Singapore) DBS Bank Ltd; Oversea-Chinese Banking; Standard Chartered Bank (SG); United Overseas Bank Ltd Standard Chartered Bank (SG); DBS Bank Ltd DBS Bank Ltd; Standard Chartered Bank (SG) ANZ Banking Group ANZ Singapore Standard Chartered Bank (HK) DBS Bank Ltd DBS Bank Ltd

Financials Energy and Power Industrials Financials Financials Financials Real Estate Financials Media and Entertainment Media and Entertainment

993.800 965.800 697.648 498.965 362.790 305.550 267.600 223.750 223.000 143.680 133.800

10/13/10 09/30/10 09/27/10 09/29/10 09/29/10 09/28/10 10/08/10 10/07/10 10/08/10 10/07/10 10/08/10

USD KRW USD USD KRW KRW KRW KRW KRW KRW KRW

Financials Financials Energy and Power Financials Financials Financials Energy and Power Industrials Energy and Power Financials Industrials

LS Cable Ltd

122.780

09/30/10

KRW

Shinhan Bank Shinhan Bank Lotte Shopping Co Ltd Shinsegae Co Ltd Aju Capital Co Ltd Korea Securities Finance Corp Samsung C&T Corp Busan Bank The Daegu Bank Ltd Shinhan Bank Shinhan Bank Doosan Capital Co Ltd Hana Capital Co Ltd Moorim Paper Co Ltd Samsung Card Co Ltd Lotte Card Co Ltd Shinhan Card Co Ltd Hyundai Capital Services Inc Export-Import Bank of Korea Hyundai Corp Hyundai Capital Services Inc Hyosung Capital Co Ltd Lotte Card Co Ltd Hana SK Card Korea Dvlp Financing Corp Posco ICT Co Ltd Shinhan Capital Co Ltd KDB Capital Corp Lotte Card Co Ltd Shinhan Capital Co Ltd Sri Lanka Republic of Sri Lanka Taiwan Taiwan Cooperative Bank Solar Applied Materials Tech Thailand Bangkok Bank PLC (Hong Kong) Export Import Bank of Thailand Quality Houses PCL Kiatnakin Bank PCL Export Import Bank of Thailand

114.140 107.040 100.000 100.000 96.030 94.820 94.000 90.100 90.100 89.000 87.300 66.375 62.300 54.060 52.680 52.680 52.380 49.896 49.789 45.050 44.900 44.600 44.550 44.250 43.650 43.650 40.000 35.760 35.400 35.000

09/30/10 10/08/10 09/30/10 09/30/10 09/28/10 09/20/10 10/05/10 10/15/10 10/15/10 10/05/10 09/29/10 10/12/10 10/06/10 10/14/10 09/30/10 09/30/10 09/29/10 10/04/10 10/08/10 10/15/10 10/07/10 10/08/10 10/04/10 10/12/10 09/28/10 09/28/10 09/29/10 10/13/10 10/12/10 09/29/10

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

Barclays Capital Group; Morgan Stanley; Bank of America Merrill Lynch; HSBC Securities Inc; JP Morgan KB Invest & Sec; Shinhan Investment Corp; Woori Invest & Sec Co Ltd; Hyundai Securities Co Ltd Bank of America Merrill Lynch; Barclays Capital; Credit Suisse; Goldman Sachs & Co; Morgan Stanley Barclays Capital; Citi; HSBC Holdings PLC; JP Morgan E Trade Korea Co Ltd; Hanwha Securities Co; KB Invest & Sec SK Securities Co Ltd; Hanwha Securities Co KB Invest & Sec Tong Yang Securities; Korea Development Bank; Daewoo Securities Co Ltd; Kiwoom Securities Co Hana Daetoo Securities Co Ltd Bookook Securities Co Ltd SC Securities Korea Ltd; Tong Yang Securities; KB Invest & Sec E Trade Korea Co Ltd; HI Investment & Securities Co; Samsung Securities; Korea Investment & Securities; Mirae Asset Securities Hyundai Securities Co Ltd IBK Securities Co Ltd Daiwa Securities SMBC Seoul Woori Invest & Sec Co Ltd Tong Yang Securities; Woori Invest & Sec Co Ltd; Korea Development Bank; Daewoo Securities Co Ltd Hyundai Securities Co Ltd Shinhan Investment Corp Daewoo Securities Co Ltd HI Investment & Securities Co Hana Daetoo Securities Co Ltd KTB Securities Co Ltd Hyundai Securities Co Ltd Korea Investment & Securities Tong Yang Securities; E Trade Korea Co Ltd SC Securities Korea Ltd Mirae Asset Securities Kyobo Securities Co Ltd HSBC Holdings PLC Hong Kong & Shanghai Bank (SG) Shinhan Investment Corp Daewoo Securities Co Ltd Kiwoom Securities Co Korea Development Bank Korea Investment & Securities Korea Development Bank Daewoo Securities Co Ltd; Woori Invest & Sec Co Ltd Korea Development Bank Korea Investment & Securities Korea Development Bank Samsung Securities

www.legalbusinessonline.com

368.400 368.370 366.840

10/15/10 10/14/10 10/13/10

JPY JPY JPY

Financials Government and Agencies High Technology Government and Agencies Energy and Power Industrials Industrials Government and Agencies Government and Agencies Government and Agencies Financials Government and Agencies Energy and Power Industrials High Technology Energy and Power Financials Financials Energy and Power Government and Agencies Financials Government and Agencies Energy and Power Industrials Financials Financials Financials Consumer Products and Services Materials Energy and Power Industrials Government and Agencies Government and Agencies Industrials Government and Agencies Energy and Power Energy and Power Government and Agencies Industrials Government and Agencies Government and Agencies Government and Agencies Industrials Financials Industrials Financials Financials

Industrials Financials Financials Retail Retail Financials Financials Industrials Financials Financials Financials Financials Industrials Financials Materials Financials Financials Financials Financials Financials Materials Financials Financials Financials Financials Financials High Technology Financials Financials Financials Financials

1,000.000

09/27/10

USD

Bank of America Merrill Lynch; HSBC Holdings PLC; RBS

Government and Agencies

128.248 31.898

09/30/10 09/27/10

TWD TWD

KGI Securities (Taiwan) KGI Securities (Taiwan)

Financials High Technology

1,195.948 100.000 66.912 66.822 50.000

10/13/10 10/04/10 10/06/10 10/12/10 10/04/10

USD USD THB THB USD

Morgan Stanley Daiwa Securities SMBC Europe; Mizuho Securities Co Ltd TISCO Securities Co Ltd; CIMB Thai Bank Public Co Ltd Kasikornbank PCL Daiwa Securities SMBC Europe; Mizuho Securities Co Ltd

Financials Financials Real Estate Financials Financials

65

ALB Japan Law Awards March 2011 ALB China Law Awards April 2011 ALB Australasian Law Awards May 2011 ALB SE Asia Law Awards May 2011 ALB Hong Kong Law Awards September 2011

Asia’s premium law awards event series, ALB Law Awards returns to Asia and Australia in 2011. Each event is the culmination of months of intensive research and gathers hundreds of legal and industry professionals from all around the region. The biggest night on the industry calendar honours the achievements and successes of the past twelve months in a spirit of celebration and collegiality.

Everyone I spoke to enjoys the ALB Awards dinner. The black tie dinner, the style of the awards is all fantastic.

Partner – Conyers Dill & Pearman, Hong Kong The event is very well organised and a big success!

General Counsel – COSCO Pacific It is a great event and I am proud to be a part of it.

Partner – Milbank, Tweed, Hadley & McCloy

Official publication

Please contact Iris on iris@kmimail.com or +852 2815 5988, if you would like more information with regard to nominations.

Another event organized by

Partner Level Opportunities Singapore Firms

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We have a number of junior through to full equity partner opportunities with leading and boutique Singapore firms. These represent superb career development moves for ambitious and dynamic Singapore qualified lawyers engaging in one or a mix of corporate M&A /corporate finance/equity capital markets practice.

Candidates for the junior partner positions will likely be associates in a mid to large local firm and be eager to take the step up into a partnership role. Candidates should have strong legal skills and transaction management ability. While a portable book of business would be looked upon favourably, this is not a requirement as long as you possess the drive and the aptitude for business development.

The equity partner position will suit a lawyer who has a proven track record and an established reputation in the market. Already a partner with a stable book of business, this candidate will be looking for a better platform to grow his/her practice and will enjoy working in a profitable forward thinking firm. The ability to manage and nurture a team of junior lawyers is also important.

To apply for these positions, please contact Genevieve Chia on +65 6818 9701 for a confidential discussion or email her at gen@jlegal.com

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A unique platform for the frank exchange of views, sharing of best practices and formulation of strategies to deal with opportunities in 2011 and beyond. The ALB In-House Legal Summit 2011 series represents a unique opportunity to interact with some of the most active and influential lawyers from Singapore, Asia and the rest of the world. For more information visit www.asianlegalbusinessevents.com 2010/11 ALB In-House Legal Summit Sponsors include:

HYLANDS 浩天信和律师事务所 Hylands Law Firm

HK Supporting Organisation

For further details on forthcoming ALB In-house Legal Summits please contact Lucinda at lucinda@keymedia.com.sg or call +65 6423 4631

READY TO EXPL RE Professional Support Lawyers

Corporate & Securities | Finance & Projects | Intellectual Property | Dispute Resolution Baker and McKenzie. Wong and Leow are looking for a number of Professional Support Lawyers to support the development of their successful Practice Groups. These roles will be integral in ensuring that the Firm’s knowledge proposition is market-leading.

You will be involved in creating and managing world-class precedents, assisting Practice Groups with high-level technical legal research, preparing and presenting seminar and training materials and providing technical assistance as required.

If you are a technical expert with superior drafting skills and a passion for knowledge sharing, improvement and development, then please contact us by sending your CV to: The Human Resource Manager, Baker & McKenzie.Wong and Leow, 1 Temasek Avenue, #27-01 Millenia Tower, Singapore 039192.

Essential criteria: LLB (Hons) degree with strong academic credentials | Minimum 4-6 years post qualification experience, ideally with a top tier local or international law firm | Self motivated and a self starter | Able to effectively manage deadlines and priorities | Strong verbal and written communication skills | Able to present information clearly, concisely and professionally Successful candidates can expect an attractive remuneration and benefits package together with a highly rewarding career.

www.careers.bakermckenzie.com

Baker & McKenzie. Wong and Leow is a member of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a ‘partner’ means a person who is a partner, or equivalent, in such a law firm. Similarly reference to ‘office’ mean an office of any such law firm.

Recruitment_Advert_CSB1518_LMcArragher_10.14.10.indd 1

Regional Legal Counsel – Asia North Description of role We are seeking a bright and energetic individual with good judgment to act as Regional Legal Counsel for Asia North, reporting to our Chief Legal Counsel for Asia. This position will be attractive to someone who thrives in the intellectually challenging and stimulating atmosphere of a leading global consulting firm and who desires to have a regional role that covers the North Asian markets. This position can be located in Seoul, Tokyo or Hong Kong.

Job description n Provide legal support to the Mercer business lines on a variety of business issues requiring legal advice, including general corporate commercial matters, development of new services, regulatory requirements, dispute resolution and employment matters n Practise a client-oriented work approach and foster a positive legal, compliance & governance culture n Participate in legal risk management initiatives Requirements Legal qualification with admission as legal practitioner in one or more major jurisdictions a plus n Law degree from a top university, preferably with a postgraduate degree a plus n Minimum of 4 years PQE (combination of regional legal practice with top-tier legal firms & in-house counsel role with large MNCs) n Languages – Fluency in English and Korean or Japanese a plus n High levels of “EQ” & good communication skills n Integrity and professionalism; must be a team player n Good organizational skills and ability to work to tight deadlines n

Interested candidates, please go to http://www.mercer.com/careers >> “Quick Links” >> “Apply Now” >> search for “Job Number SEO0000P” and apply online by attaching a resume with expected salary information by 30 November 2010. Only shortlisted candidates will be notified.

About Mercer Mercer is a leading global provider of consulting, outsourcing and investment services, with more than 25,000 clients worldwide. Mercer consultants help clients maximize the effectiveness of their benefit programs and optimize workforce performance. The firm is also a leader in benefit outsourcing solutions. Mercer’s investment services include investment consulting, retirement plan design and governance, and multi-manager investment management. Mercer’s 19,000 employees are based in more than 40 countries worldwide. For more information, visit www.mercer.com.

10/14/2010 3:55:52 PM

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BEIJING

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We Help Point You In The Right Direction In-house

Private Practice

Customer Contracts Manager (10-15 yrs pqe) Singapore Join a global

Associate (3+ yrs pqe) Singapore Work independently with

IT services company by taking on an independent role covering customer contracts, vendor contracts and other general matters. You should have hands-on experience supporting sales teams and be able to research a number of legal issues as they arise. Good multitasking and organizational skills are a must. Ref: 9381/ALB

Legal Counsel (7+ yrs pqe) Singapore Cover issues in Southeast Asia, Korea,

India and China at this international IT software company. This role supports corporate compliance programs, global licensing policies and general regional or country-specific matters. You should be Singapore qualified with 7 years work experience, at least 2 years of which should be gained in-house as a legal counsel. Those with prior software experience and fluent Mandarin language skills will have a distinct advantage. Ref: 9359/ALB

Legal Counsel (10-15 yrs pqe) Bangalore You will be a part of the senior management team at this well known fashion brand. This mandate covers regulatory issues, business strategies, HR matters and marketing initiatives. You must be Indian qualified, and previous experience in a US based MNC, dealing with franchisees, distributors and business partners with a good understanding of compliance issues will be highly advantageous. Ref: 9292/ALB Legal Counsel (3-7 yrs pqe) Singapore Cover non-contentious matters across the region at this well established construction and energy corporation.

The ideal candidate for this role has a range of experience in general corporate, commercial and M&A matters, preferably in the region or globally. Common law qualification required, Mandarin language skills a plus. Ref: 9360/ALB Legal Counsel (2-9 yrs pqe) Singapore Report directly to the General Counsel at this Singapore-based energy company. This role assists the GC in all regulatory and legal matters and is an excellent opportunity for a lawyer with strong negotiation, review and advisory skills. Prior oil and gas, energy, EPC or construction experience is preferred, common law qualification is a must. Ref: 9425/ALB Legal Counsel (2-5 yrs pqe) Singapore Great opportunity to gain hands-on

regional experience at a world famous multinational company. This position oversees a variety of regional contract issues and corporate commercial matters. Very strong commercial contract drafting skills are required.

International and/or in-house experience is preferred, but those from private practice with a strong desire to learn will be considered. Singapore or common law qualification is required. Ref: 9404/ALB

telecommunications and regulatory clients at this regional boutique law firm. The successful candidate will have the opportunity to join an established telecommunications and media practice. Common law qualification is a must. Ref: 9213/ALB

M&A Associate (3+ yrs pqe) Singapore Do you have experience

at a top-tier law firm and want to get cross-border experience at one of the most prestigious international firms in the world? Our client is seeking a talented M&A Associate to take on international clients and deals. Fluent English is required. Ref: 9087/ALB

Energy Associate (1-3 yrs pqe) Singapore Join this leading international law firm by taking on important energy projects in Singapore. The ideal candidate will have M&A and projects experience, including EPC, gas sales and power purchases. Prior oil and gas experience will be an advantage. Ref: 9406/ALB Corporate Associate (2+ yrs pqe) Singapore Are you ready to take on an Associate role at a growing international law firm?

This role requires corporate and M&A experience and a common law qualification. Singapore qualified candidates are strongly encouraged to apply. Ref: 9286/ALB Banking Associate (2+ yrs pqe) Singapore Advise banking clients at this respected international law firm. To succeed in this role, you must have a common law background and a strong understanding of the banking business. Ref: 9168/ALB Energy Associate (2+ yrs pqe) Singapore This prestigious international law firm is seeking associates for their South East Asia focused energy practice. The ideal candidate would hold a common law qualification and be well versed in corporate and energy matters. Ref: 9291/ALB Capital Markets Associate (2-4 yrs pqe) Singapore Do you

have hands-on capital markets and securitization transactional experience and want to join a leading international law firm?

Our client is seeking someone to focus on their capital markets practice in Southeast Asia and India. Past experience at a Singaporean or international law firm and Fluent English is required. Ref: 9257/ALB

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

a Randstad company

www.hughes-castell.com.sg

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