Asian Legal Business (SE Asia) Dec 2010

ISSUE 10.12

ALB Special Report: Taiwan 2010 Building bridges across the Straits

ASX/SGX merger

Why the ‘ASGX’ could be a blessing for SE Asia

Islamic finance

Getting back to basics

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

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EDITORial >>

Clocking in IN THE FIRST PERSON

V

irtual servers, virtual PCs, virtual files: while it seems that everything about the modern law firm has gone virtual, one aspect has remained a stubborn constant: the physical office itself, and the need for lawyers to be there.

Even as recently as ten years ago, there was a clear reason for this. Quite simply, telecommunications systems and online work tools were often not sophisticated enough to support a large remote workforce. Case management interfaces may have been in existence, but it was questionable whether these could provide the same level of facility to the home user as that available in the office.

But as progressive generations of IT systems become increasingly sophisticated, remote access has become less of an obstacle. Indeed, some data centres in the best known law firms in the region are themselves located off-site, to save on valuable CBD office space. So if the computers can work off-site, why can’t the lawyers?

Many firms, of course, do offer flexible working conditions. These, however, are more often than not the exception to the rule: a liberty afforded to those in particular circumstances – for example, maternity – where office attendance is not practical. But outside of these particular exceptions, spending one’s working week in the office remains the default position.

In some segments of the profession, the phrase “work/life balance” is still frowned upon. However, in an environment where the market for talent is likely to return to its customary tightness, work/life balance is an important lever for firms looking to attract the best lawyers. A liberal new approach to office hours might just be the selling point that tips the scales in favour of progressive firms.

“We have all experienced cost pressures and shrinking budgets and been forced to do more with less over the last 18 months. These changes, despite the improvement in the economy, may well be here to stay... ” Jasmine Karimi, Hong Kong Corporate Counsel Association (p11)

“In-house lawyers want commercial solutions – not recitations of the law – as well as prompt and efficient service and flexibility on fees” ALB In-house 25 (p33)

“Islamic finance is becoming an important part of the international finance world and it will complement and compete with conventional finance. It’s no longer going to take a back seat” Ahmad Lufti Abdull Mutalip, Azmi & Associates (p46)

Many firms, of course, do offer flexible working conditions. These, however, are more often than not the exception to the rule: a liberty afforded to those in particular circumstances

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| deals>> CONTENTS News >>

contents 32 cover story ALB In-house 25 2010 We’ve polled over 100 private practice lawyers for their thoughts on the top corporate counsel from across the AsiaPacific region. We present the findings in our sixth ALB In-house 25.

NEWS ANALYSIS

FEATURES

08 The SGX/ASX Merger The merger of the Singapore and Australian stock exchanges may not be capable of knocking Hong Kong off its perch in North Asia, but the ‘ASGX’ can certainly shake things up in South-East Asia

30 ALB ADERANT Managing Partner Series 2010 Baker & McKenzie’s newly elected Asia Pacific regional chairman outlines his plans for the firm in the region

10 Can in-house legal departments be profitable?

DuPont, Tyco and many others suggest that they can be. ALB looks in detail at legal recovery programs and why having one adds value to one’s company like nothing else

42 In-house Perspective: Deirdre Stanley, Thomson Reuters The company’s global GC shares her list of ‘dos’ and ‘do nots’ for external law firms and reveals how they can best add value on mega M&A deals

12 The Long March: PRC firms go international 2010 has proved a busy year on the international expansion front for PRC firms. ALB looks at this trend and assess what the chances of these overseas ventures are likely to be

44 Islamic finance Although at different points in their developmental trajectories, Islamic finance in the Middle East and Asia share a lot in common. Just as the industry looks to return to the basics, so too must lawyers who practice in this area do to the same

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

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48 ALB Special Report: Taiwan 2010 Improving ties between Taiwan and China will deliver the local legal market enough work to keep everyone happy for the next 5 years, but right now it is domestic work which is still the most lucrative

Regulars 4 DEALS 16 • • • • • • •

NEWS Clean energy companies dominate HK IPOs A&O, MoFo on historic Japanese-Mexican deal Milbank, Mallesons, Skadden team up for Mongolia’s first IPO Gide shuts offices in the Middle East Vinson & Elkins brings on six laterals Italian heavyweight opens in Abu Dhabi Foreign law firms face more restrictions in Doha

Practice area and industry editors

The Industry Updates section is sponsored by the following firms:

China

Vietnam

Intellectual property / Energy & Resources

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 10.12

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44 • A&O revenues up, emerging markets showing promise • Ashurst, Amarchand, Luthra on India’s biggest IPO 21 UK Report 23 US Report 54 M&A deal update 56 Capital markets deal update INDUSTRY UPDATES 12 Energy & Resources

54 48 15 Doing business in Malaysia Naqiz & Partners 19 Intellectual Property ATMD Bird & Bird 26 • • • • • •

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

ATMD Bird & Bird

profiles

13 Malaysia Tax Azmi & Associates

51 Walkers

14 Islamic Finance Mohamed Ridza & Co

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NEWS | deals >>

| Singapore/Hong Kong |

deals in brief

►► Global Logistics Properties IPO on SGX Value: US$2.7bn Firm: Clifford Chance Client: Global Logistics Properties (International counsel to issuer) Firm: Allen & Gledhill Client: Global Logistics Properties (Singapore counsel to issuer) Firm: Allen & Overy Client: Citigroup and JP Morgan (International counsel to underwriters) Firm: WongPartnership Client: Citigroup and JP Morgan (Singapore counsel to underwriters) • Largest IPO on the Singapore Exchange since 1993; transaction is second-largest in the exchange's history • GLP is one of the largest providers of modern logistics facilities in Asia, with a network spread across 25 major cities in China and Japan

| Thailand/Hong Kong |

| Singapore/Norway| ►► Rowan Viking financing, construction and delivery of three drilling units Value: US$1.113bn Firm: Wikborg Rein Lead lawyers: Florence Ong, Finn Bjornstad Client: Rowan Drilling Norway AS

taking delivery of the “Rowan Viking”, the first of three offshore KFELS N Class self-elevating drilling units which Rowan Drilling Norway AS had contracted for • Keppel FELS (who contracted the drills from Rowan Drilling Norway AS), is one of the world’s leading manufacturers of drilling rigs

Firm: PPL Shipyard (in-house counsel) Lead lawyer: Gerald Ng Client: PPL Shipyard

• Wikborg Rein assisted Rowan Drilling Norway AS with negotiation of the contracts for design and construction of the three drilling units

• “Rowan Viking” is the world’s first KFELS N Class jack-up ever built; flagged in the Marshall Islands

• Wikborg Rein also acted on the financing for the transaction, including various bond loans under which Norsk Tillitsmann is bond trustee, and assisted with delivery of “Rowan Viking” in Singapore

• Wikborg Rein acted for SKDP 1, a wholly-owned Cyprus subsidiary of Rowan Drilling Norway AS, in

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HEADLINE DEAL

►► Bangkok Bank Public Company concurrent notes offer Value: US$1.2bn Firm: Davis Polk & Wardwell Lead lawyers: Mark Lehmkuhler, Gerhard Radtke Client: Morgan Stanley (manager/ bookrunner) Firm: Clifford Chance Client: Bangkok Bank Public Company (issuer)

Mark Lehmkuhler Davis Polk

• Bangkok Bank is largest commercial bank in Thailand; one of the leading commercial banks in South-East Asia.

• Bangkok Bank operates 22 branches internationally including Japan, PRC, the US, UK, Hong Kong, Taiwan, Singapore, Vietnam, the Philippines, Indonesia, Malaysia and Laos • Davis Polk & Wardwell advised

Morgan Stanley as initial purchaser, sole book runner and lead manager in the US$400m notes offer due in 2015 and US$800m due 2020 through its Hong Kong branch

| Singapore | ►► Mapletree Industrial Trust Value: US$914m

Firm: WongPartnership Lead lawyers: Rachel Eng, Long Chee Shan, Colin Ong, Carol Anne Tan, Angela Lim Client: DBS Bank, Citigroup Global Markets Singapore, Rachel Eng Standard Chartered WongPartnership Securities and Goldman Sachs (Singapore) Firm: Allen & Gledhill Lead lawyer: Jerry Koh Client: Mapletree Industrial Trust Management Firm: Allen & Overy Client: DBS Bank and Goldman Sachs (Singapore) Firm: Shook Lin & Bok Client: Trustee • MIT is a Singapore focused real estate investment trust that invests in a diversified portfolio of incomeproducing real estate used primarily for industrial purposes, as well as real estate-related assets • Mapletree Industrial Trust Management (manager) is a wholly-owned subsidiary of Mapletree Investments, which is in turn an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited • Monetary Authority of Singapore has granted the manager a capital markets services license for its REIT management business

| Singapore/Australia | ►► SGX–ASX merger Value: US$8.2bn

Firm: Stamford Law Lead lawyers: Lee Suet Fern, Yap Lian Seng Client: ASX Asian Legal Business ISSUE 10.12

NEWS | deals >>

Firm: Allen & Gledhill Lead lawyer: Lucien Wong Client: SGX

►► your month at a glance Firm

Jurisdiction

Deal name

Singapore

Global Logistics Properties IPO

Singapore

Ascott Residence Trust fundraising exercise

1,060 Equity

Singapore Singapore/Australia Singapore Singapore/UK Singapore Singapore Hong Kong/ China Singapore Singapore Singapore

Mapletree Industrial Trust IPO SGX-ASX merger Overseas Union Enterprise facility agreement Divestment of UK casino operations by Genting Singapore K-REIT Asia acquisition and divestment proposal Ezra Holdings–Aker Marine Contractors AS acquisition Asia Development Bank bond offering Mapletree Logistics Trust equity fundraising exercise Global Logistics Properties IPO Mapletree Industrial Trust IPO

914 8,200 750 569 1,538 325 1,500 231 3,000 914

India/Hong Kong/US

Coal India IPO

3,400 Equity

Japan/Hong Kong/ Cayman Island

Nomura Portfolio Select–emerging bond fund issue

Singapore/Indonesia

PT Tower Bersama Infrastructure debt financing

2,000 Project finance

Ashurst

India/Hong Kong/US Thailand

3,400 Equity 142 Project finance

Bae, Kim & Lee

Korea

Baker & McKenzie Chandler & Thong Ek

Hong Kong Thailand Bangkok/Hong Kong Singapore Dubai Bangkok/Hong Kong Hong Kong/ US Hong Kong/China/UK/US Hong Kong/US/ Japan Hong Kong, Laos, Singapore, Australia Hong Kong Hong Kong/ US Hong Kong/China India/Hong Kong/US Hong Kong/US/Cayman Islands Hong Kong/China Hong Kong/ US Hong Kong/ Scotland

Coal India IPO Asia Development Bank financing deal for two solar power projects Woongjin Finance Partners-Evergreen Mutual savings Bank acquisition Cheng Kong Infrastructure securities issue Asia Development Bank financing deal for two solar power projects Bangkok Bank Public Company debt offer Global Logistics Properties IPO Dubai Electricity & Water Authority bonds issue Bangkok Bank Public Company concurrent notes offer AIA IPO Xueda Education Group IPO and NYSE listing Sumitomo Mitsui Financial Group NYSE listing and SEC registration

Firm: Clayton Utz Client: ASX Firm: Freehills Client: SGX • Singapore Exchange and the Australian Stock Exchange have entered into a merger implementation agreement (“MIA”) to combine • Under the MIA, SGX will acquire all the issued ordinary shares in the capital of ASX by way of a Scheme of Arrangement under Section 411 of Australia’s Corporations Act 2001.

• If successful, merged entity will be world’s fifth-largest exchange and the second-largest in the AsiaPacific region (after Hong Kong)

| Hong Kong/China | ►► Xinjiang Goldwind Science & Technology IPO Value: US$1.05bn Firm: Freshfields Bruckhaus Deringer Lead lawyers: Chris Wong, Calvin Lai Clients: China International Capital Corporation Hong Kong, JP Morgan Securities, Christopher Citigroup Global Wong Freshfields Markets Asia, Goldman Sachs and Hai Tong Securities (underwriters)

Allen & Gledhill

Allen & Overy Amarchand & Mangaldas & Suresh A Shroff Anderson Mori & Tomotsune Assegaf Hamzah & Partners

Clifford Chance

Davis Polk & Wardwell

Deacons Debevoise & Plimpton DLA Piper Dorsey & Whitney

Freshfields Hadiputranto, Hadinoto & Partners Herbert Smith

Hong Kong/ US

Hogan Lovells

Saudi Arabia

Jingtian & Gongcheng

Hong Kong/China Korea Korea

Kim & Chang

Singapore/Indonesia

Korea

Firm: Jingtian & Gongcheng Clients: China International Capital Corporation Hong Kong, JP Morgan Securities, Citigroup Global Markets Asia, Goldman Sachs and Hai Tong Securities (underwriters as to PRC law) Firm: DLA Piper Lead lawyers: Esther Leung, Liu Wei, Gene Buttrill Client: Xinjiang Goldwind Science & Technology (issuer) Firm: Xinjiang Tianyang Client: Xinjiang Goldwind Science & Technology (issuer as to PRC law) • Chinese wind-turbine maker www.legalbusinessonline.com

Latham & Watkins

Hong Kong/China/US Korea Korea

Lee & Ko

Linklaters LS Horizon Luthra & Luthra Mallesons Stephen Jaques

Maples and Calder

Mayer Brown JSM

Minmetals Resources–Album Resources acquisition Xingda International secondary fundraising (share placement) AIA IPO Xinjiang Goldwind IPO Coal India IPO Evergreen International IPO

Value Deal type (US$m) 3,000 Equity

Equity M&A Project financing M&A M&A M&A Debt Equity Equity Equity

n/a Banking & finance

99 M&A 1,000 142 1,200 3,000 2,000 1,200 20,500 146 41,000

Equity Project finance Debt Equity Debt Debt Equity Equity Equity

1,846 M&A 125 20,500 1,050 3,400

Equity Equity Equity Equity

119 Equity

Xinjiang Goldwind IPO AIA IPO Atlantis Resources Corporation–Morgan Stanley Capital GroupInternational Power Marine Developments tidal power joint venture PT Tower Bersama Infrastructure debt financing

1,050 Equity 20,500 Equity TBC Joint venture

AIA IPO Arab Petroleum Investments Corporation (APICORP) inaugural bond offer Xinjiang Goldwind IPO Korea Seven–ByTheWay acquisition Ericsson-LG-Nortel acquisition Public Officials Benefit Association–Eugene Investment & Securities Building acquisition Global Education & Technology Group LG Uplus Corp convertible bonds issue ANZ Bank loan extension to An Khanh New City Development Joint Venture Company

20,500 Equity

2,000 Project finance

533 Debt 1050 Equity 246 M&A 242 M&A 151 M&A 77 Equity 300 Debt 100 Banking & finance

Korea

Net 1 UEPS Technologies- KSNET acquisitional stapled financing

Korea/Vietnam Dubai

An Khanh New City Development joint venture financing Dubai Electricity & Water Authority bonds issue

M&A, banking & Finance 100 Project finance 2,000 Debt

Thailand India/Hong Kong/US

Asia Development Bank financing deal for two solar power projects Coal India IPO

3,400 Equity

Singapore/Indonesia

PT Tower Bersama Infrastructure debt financing

2,000 Project finance

Taiwan Hong Kong/Cayman Island/China Hong Kong/US/Cayman Islands Japan/Hong Kong/ Cayman Island Singapore

TPK offering and listing on the Taiwan Stock Exchange

Hong Kong

117

142 Project finance

190 Equity Private equity, capital markets

Establishment of Nomura subsidiary: Global Funds Trust

367

Evergreen International IPO

119 Equity

Nomura Portfolio Select–emerging bond fund issue

n/a Banking & finance

Ascott Residence Trust fundraising exercise

1,060 Equity

Hang Lung Properties equity fundraising exercise

1,420 Equity

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NEWS | deals >>

Xinjiang Goldwind Science & Technology scrapped a US$1.2bn Hong Kong IPO in June 2010 due to poor market conditions. Company is one of several firms to shelve IPOs in Hong Kong earlier this year • Second largest IPO of PRC companies in Hong Kong in 2010 to date • First time an A-share company listed on the SME board of the Shenzhen Stock Exchange has listed in Hong Kong • Company is China’s second-largest wind turbine maker

"Chinese enterprises have been a key player in Hong Kong’s IPO and merger and acquisition scenes, and the market is entering the last quarter of the year with the same, if not stronger, dynamism” Liu Wei, DLA Piper chairman of China group

| Hong Kong/US | ►► AIA IPO

Value: US$20.5bn

Firm: Davis Polk & Wardwell Lead lawyers: Mark Lehmkuhler, John Knight, Ethan James Client: Federal Reserve Bank of New York Firm: Debevoise & Plimpton Client: AIA (US counsel to issuer) Firm: Freshfields Client: AIA (Hong Kong counsel to issuer)

• Shares were sold by American International Group (AIG) and represented the sale of 67.1% of AIG’s former 100% stake in AIA • Proceeds will eventually be used to repay all or part of the credit facility extended to AIG by the Federal Reserve Bank of New York • International offering doesn’t include a listing offering to investors in Japan

| Indonesia/Singapore | ►► PT Tower Bersama Infrastructure debt financing Value: US$2bn Firm: Norton Rose Lead lawyer: Yun-en Ong Client: UOB, OCBC (counsel to lenders) Firm: Hadiputranto, Hadinoto & Partners Client: UOB, OCBC ( Indonesian counsel to lenders)

Andrew Tortoishell Herbert Smith

Firm: Herbert Smith Lead lawyer: Andrew Tortoishell Client: Federal Reserve Bank of New York (Hong Kong counsel)

Lead lawyers: Hajime Tanahashi, Atsushi Oishi Client: DeNA Co (Japanese counsel to acquirer) Firm: Wilson Sonsini Goodrich & Rosati Client: DeNA Co (US counsel to acquirer) Firm: Fenwick & West Client: ngmoco

Atsushi Oishi Mori Hamada & Matsumoto

• Scheme was only possible as a result of the Companies Act of Japan, enacted in 2005 • First deal of its kind since the enactment in 2005. No other firms have completed • Transaction involved a number of complicated issues with respect to structure, securities regulations, taxes, stock delivery methods, and stock options, on both the US and Japanese sides

| Hong Kong/Scotland | Ong Yun-En Norton Rose

Firm: Mallesons Stephen Jacques Client: Tower Bersama (counsel to borrower) Firm: Assegaf & Partners Client: Tower Bersama (Indonesian counsel to borrower) • Tower Bersama is one of the largest independent telecommunication tower companies in Indonesia providing telecommunications infrastructure and site services to wireless operators across the country

Firm: Sullivan & Cromwell Clients: Citigroup Global Markets Asia, Deutsche Bank AG, Hong Kong Branch, Goldman, Sachs (Asia) and Morgan Stanley Asia (international counsel to underwriters)

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• Largest-ever IPO on HKSE and the third-largest IPO in history

►► Atlantis Resources Corporation–Morgan Stanley Capital GroupInternational Power Marine Developments tidal power joint venture Value: n/a Firms: Freshfields Lead lawyer: Connie Carnabuci Client: Atlantis Resources • Atlantis Resources Corporation is one of the world’s leading

manufacturers and developers of electricity-generating tidal turbines • Has entered into a joint venture with Morgan Stanley Capital Group and International Power Marine Developments to develop the world’s largest marine renewable energy project at the Pentland Firth Inner Sound site in UK waters off northern Scotland • Project is to be run through joint venture company MeyGen, expected to be able to generate up to 400 megawatts of electricity when completed, the equivalent needed to power 400,000 homes • Under the terms of the joint venture, Atlantis will have the exclusive right to supply tidal turbines capable of generating 150MW

| India/Hong Kong/US | ►► Coal India IPO Value: US$3.4bn

Firm: Ashurst Lead lawyer: Stuart Rubin Client: joint lead managers (international counsel) Firm: Amarchand & Mangaldas Client: joint lead managers (Indian counsel) Firm: DLA Piper Client: Coal India (international counsel to issuer) Firm: Luthra & Luthra Client: Coal India (Indian counsel to issuer) • IPO was an essential part of the

• Debt program will be made available through separate series • One of the largest debt financing transactions in Indonesia seen to date.

| Japan/US | ►► DeNA Co–ngmoco acquisition Value: US$400m Firm: Mori Hamada & Matsumoto Asian Legal Business ISSUE 10.12

NEWS | deals >>

Government of India’s ongoing divestment program and 10% sell-down raised approximately US$3.4bn, making it India’s largestever IPO • Coal India is the world’s leading coal producer and the holder of the world’s largest coal reserves. It also accounts for substantially all of India’s non-captive coal production • Citi, Deutsche Bank, BofA Merrill Lynch, ENAM, Kotak and Morgan Stanley are lead managers

| Japan/US/UK | ►► Sumitomo Mitsui Financial Group NYSE listing and SEC registration

►► your month at a glance (CONT) Firm

Milbank, Tweed, Hadley & McCloy

Mori Hamada & Matsumoto

Nagashima Ohno & Tsunematsu Norton Rose Orrick Paul Hastings Rajah & Tann Reed Smith Richards Butler Rodyk & Davidson

Value: US$41bn Firm: Davis Polk Lead lawyers: Theodore Paradise, Michael Dunn, John Paton, Arthur Long, William Hoffma Client: Sumitomo Mitsui Financial Group (US counsel) Firm: Nagashima Ohno & Theodore Tsunematsu Paradise Client: Sumitomo Davis Polk Mitsui Financial Group (Japanese counsel) • SMFG’s common shares have a market capitalisation of US$41bn, the largest NYSE listing since 2002 and largest-ever of a Japanese issuer listing on NYSE • SMFG is one of the largest financial institutions in the world in terms of assets

| Thailand/Japan/ Philippines/Singapore | ►► Bangchak Petroleum Company solar power plants development loan facility Value: US$142m Firm: Ashurst Lead lawyer: Matthew Bubb Client: Asian Development Bank and Mizuho Corporate Bank (international counsel) Firm: Chandler & Thong Ek www.legalbusinessonline.com

Shin & Kim

Shook Lin & Bok Skadden, Arps, Slate, Meagher & Flom

Jurisdiction

Deal name

Value Deal type (US$m)

Sri Lanka/Singapore

Democratic Socialist Republic of Sri Lanka sovereign bond offer

Japan Japan Japan

Japan/China Japan/ US

Blackstone Group–eMobile acquisition Juroku Bank & Gifu Bank–agreement on merger CHI Group–YUSHODO and Junkudo acquisition Fuji Electric–stock sales of Fuji Logistics via tender offer by Mitsubishi Logistics Corporation Asahi Breweries–Ting Hsin acquisition DeNA–ngmoco, Inc acquisition

Hong Kong/US/ Japan

Sumitomo Mitsui Financial Group NYSE listing and SEC registration

Singapore/Indonesia Hong Kong/ China Hong Kong Singapore Hong Kong/US/Cayman Islands Hong Kong/US/Cayman Islands Singapore Korea Korea Korea Korea Korea Korea Korea Korea/US Korea Singapore

PT Tower Bersama Infrastructure debt financing Yashili International IPO Glorious Property Holdings senior notes offer Link Crest–Pine Agritech acquisition

Japan

Singapore

Hong Kong/China Slaughter and May Hong Kong/China Stamford Law Singapore/Australia Sullivan & Cromwell Hong Kong/ US Singapore/Hong Kong/ Watson, Farley & Williams UAE Singapore/Norway/ Cyprus/US/the Marshall Wikborg Rein Islands Singapore/US Singapore Singapore WongPartnership Singapore Singapore Hong Kong/US/Cayman Woo, Kwan Lee and Lo Islands

1,000 Debt 171 M&A 420 M&A 101 M&A 154 M&A 520 M&A 400 M&A 41,000 Equity 2,000 348 300 273

Evergreen International IPO

Project finance Equity Debt M&A

119 Equity

Evergreen International IPO

119 Equity

OUE purchase of DBS Towers One and Two Korea Life Insurance IPO Korea Seven–ByTheWay acquisition Kumho Industrial restructure Ericsson–LG-Nortel acquisition Seoul Mutual share acquisition Samsung Life Insurance IPO Woongjin Finance Partners–Evergreen Mutual savings Bank acquisition Hanwha Chemical-Solarfun power acquisition Fila Korea IPO Mapletree Industrial Trust IPO

871 1,560 246 1,975 242 99 4,400 99 386 89 914

Ascott Residence Trust fund-raising exercise

1,060 Equity

China Yurun Food Group share placement China Yurun Food Group partial top-up of share placement SGX-ASX merger AIA IPO

450 179 8,200 20,500

BNP Paribas loan facility to joint venture company

M&A Equity M&A Restructure M&A M&A Equity M&A M&A Capital Equity

Equity Equity M&A Equity

133 Debt

SKDP 1–Rowan Drilling offshore unit project finance

1,113 Project finance

Atwood Oceanics–PPL Shipyard purchase agreement Global Logistics Properties IPO Mapletree Logistics Trust equity fundraising exercise Ascott Residence Trust fundraising exercise Mapletree Industrial Trust IPO

380 3,000 231 1,060 914

Evergreen International IPO

M&A Equity Equity Equity Equity

119 Equity

Xinjiang Tianyang

Hong Kong/China

Xinjiang Goldwind IPO

Zhongzi

Hong Kong/Cayman Island/China

1,050 Equity

Establishment of Nomura subsidiary: global funds trust

367

Private equity, capital markets

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

Please contact

Lead lawyers: Albert Chandler, Jessada Sawatdipong Client: Asian Development Bank and Mizuho Corporate Bank (Thai counsel)

alb@keymedia.com.au

61 2 8437 4700

30MW plants, due to be completed next year, are part of the Thai government's strategy to produce 20.4% of primary commercial energy from renewable sources by 2022

Matthew Bubb Ashurst

Firm: LS Horizon Client: Bankgchak Petroleum Company • Bangchak Petroleum Company is developing two solar power plants in central Thailand; the 8MW and

• Mizuho and ADB are existing clients of Ashurst. Firm previously acted for both clients on a number of deals in the energy sector, such as financing for the establishment of a number of LNG import and regasification terminals in India (ADB), and advising Mizuho as one of the lenders to the Raz Azzour IWPP project in Saudi Arabia

“As domestic energy demand in Thailand and other fast-growing Asian economies continues to rise, we will see renewable projects play an increasingly important role” Matthew Bubb, Ashurst 7

NEWS | analysis >>

SINGAPORE

SYDNEY

Analysis >>

The ‘ASGX’: putting South-

East Asia on capital markets map The proposed merger of the Australian and Singapore exchanges may, regulatory hurdles notwithstanding, create the region’s very own ‘super bourse’. While this is unlikely to do much to disrupt the capital markets hierarchy in North Asia, it will almost certainly put South-East Asia on the capital markets map 8

W

hen the Australian and Singapore stock exchanges announced in late October that they had entered into a merger implementation agreement (MIA) to combine their bourses, many – if not most –commentators across the region were taken aback. The move is the first real ‘exchange consolidation’ seen in Asia – some consolidation has taken place in the Japanese commodity space but never have two Asia-Pacific bourses entered into such a far-reaching agreement. The move is perhaps above all an indication of just

how serious Singapore’s commitment to becoming an alternative financial hub in Asia actually is.

The US$8.3bn combination will create the second-largest listing venue in Asia-Pacific, with over 2,700 listed companies from over 20 countries, including over 200 listings from Greater China. It will create the world’s second-largest cluster of companies in the resources sector (more than 900 listings), the largest REITs sector (over 80 listings) and the largest number of ETFs (over 100) in Asia-Pacific. It will offer access to Asia-Pacific’s largest – and the world’s Asian Legal Business ISSUE 10.12

NEWS | analysis >>

www.legalbusinessonline.com

4,000,000

1,883

Ronald Arculli, Hong Kong Clearing & Exchanges Ltd

Asian exchanges? There are those who think a super bourse capable of luring investors from across the world into the region will actually help, rather than hinder, nascent capital markets in places like Vietnam, Indonesia and the Philippines. Ito Warsito, president director of the Indonesian Stock Exchange, sees the merger as a positive development. “[It will make] the global market pay more attention to our region,” he said, pointing out that a merger would make the region’s markets more competitive rather than weaker.

Having a board which will boast the largest cluster of natural resources companies sitting at the gateway to a region which is blessed with an abundance of mines, minerals and raw materials, may well prove to be a blessing in disguise for spluttering capital markets in the region. ALB

3,229 2,192

1,385 3,500,000

“All of us are competing.

There will be occasions when companies decide Australia and Singapore is the place for them”

1,683

Listed companies

1,327 1,003

3,000,000

776

2,500,000

523

506 477

2,000,000 407 1,500,000

224 218

1,000,000 169 500,000

na

pa Ho ng n Ko ng In di a Au s tra So lia ut h Ko re a Ta iw an Sin ga po re M ala ys ia In do ne s Th ia ail Th a e nd Ph ilip pi ne s Pa k Ne ist a w Ze n ala nd Vi et na m Sr iL an ka

0 Ja

While only time will tell if the merger of the Australian and Singapore stock exchanges will create a force capable of ending Hong Kong’s capital market hegemony in Asia, it is perhaps in South-East Asia where things will be most acutely felt.

“The ASX-SGX merger demonstrates

3,558

Ch i

South-East Asia

the need for all international financial centres and players to have a clear strategy to ensure their strength going forward, so as not to be marginalised,” said Alan Ewins, a partner with Allen & Overy in Hong Kong.

While it is unlikely that South-East Asia’s smaller players will rush to strike their own mergers (in fact, the tough regulatory restrictions in place on most boards make this unlikely) it may mean more collaborations and tie-ups.

In February, four stock exchanges in South-East Asia signed an initial cooperation agreement with NYSE Technologies for the technology needed to establish a trading link between them. The four were the SGX, Bursa Malaysia, the Philippine Stock Exchange and the Stock Exchange of Thailand. This initiative has thus far failed to get off the ground – for want of “political will”, according to commentators – but the rapidly changing capital markets landscape in South-East Asia may prove the catalyst.

Mohamed Yusoff, chief executive of Bursa Malaysia Bhd, has said that his exchange is open to “synergistic opportunities” with other exchanges, while officials in Taiwan and Indonesia have conceded that further collaboration may soon be necessary.

Will the arrival of the ‘ASGX’ be a bad thing for these other South-East

Domestic market cap (US$m)*

second-largest – base of institutional investors with combined assets under management of US$2.3trn from superannuation, institutional and sovereign wealth funds. The merger, will in short, create an Asia-Pacific ‘super bourse.’

However, the groundbreaking nature of the union notwithstanding, few predict it will have a discernable impact on Asia’s capital markets hierarchy. “The trading volume and activity in Hong Kong and Shanghai is still far greater than those of Australia and Singapore, so I don’t think the potential merger represents a real threat,” said Yang Xusheng, partner at PRC firm FenXun Partners.

“Greater China exchanges still have their edge and will remain poised to seize more market share.”

Yang’s opinion is confirmed by almost every statistical metric.

The market capitalisation of both the ASX and the SGX do not rank highly. Even the combined entity will be ranked behind Hong Kong in Asia, and globally will come in well behind lesser-known exchanges, for example Toronto. In terms of futures businesses for listed contracts, the SGX and ASX rank 12th and 13th respectively in Asia.

“There isn’t a real benefit for companies to reconsider Australia or Singapore as a listing venue as opposed to Hong Kong or Shanghai,” Yang said.

“They wouldn’t raise more money and gain more investor interest just because it is a newer and larger entity.”

A new entrant onto Asia’s capital market scene the size of the ‘ASGX’ is, however, sure to shake things up to a degree, as Ronald Arculli, chairman of the Hong Kong Clearing & Exchanges Limited and a senior partner at PRC firm King & Wood notes. “All of us are competing,” he said. “There will be occasions when companies decide Australia and Singapore is the place for them.”

* as at 16 November 2010

Country

Source: Bloomberg

9

NEWS | analysis >>

Analysis >>

The ‘profitable’ legal department

US in-house legal departments are already operating corporate ‘recovery’ programs that are bringing some within sight of actually making a profit. ALB reports

“Not pursuing recoveries could prove foolhardy for corporations. According to our research, claims in IP areas alone could amount to billions of dollars” Paul Smith, Eversheds

10

T

he need to maintain independence, legal professional privilege and the increasingly ‘commercialised’ nature of being an in-house lawyer were all high on the agenda at this year’s ALB In-house Legal Summit in Hong Kong. Yet the issue that generated the most interest among the panel of the region’s leading corporate counsel was how to change an inhouse legal department from a cost centre to a profit centre.

Jasmine Karimi, chair of the Hong Kong Corporate Counsel Association (HKCCA) and a senior counsel at Braiform (The Spotless Group), described it as “critical” to the survival of the in-house profession in the aftermath of the financial crisis. “We have all experienced cost pressures and shrinking budgets and been forced to do more with less over the last 18 months,” she said. “These changes, despite the improvement in the economy, may well be here to Asian Legal Business ISSUE 10.12

NEWS | analysis >>

stay… but what we can do is to move the legal function from something that just sucks up revenue to a business unit that generates revenue … perhaps even one that turns a profit.”

The idea proposed by Karimi, and seconded by her fellow panellists, is not a new one. For much of the last decade DuPont— a company perennially at the forefront of in-house legal innovation— and Tyco both have developed legal ‘recovery’ programs.

Structured around identifying and pursuing legitimate claims that otherwise may be missed, DuPont has generated more than US$1bn in total recoveries over the last four years.

Tyco has migrated to a system where it is now in a position to record similar levels in the years ahead.

But are such initiatives a luxury that only companies with resources as deep as DuPont and Tyco can afford?

Recovering legal rights

A recent report, The Profitable Legal Department, LexisNexis MartindaleHubbell, indicates that legal recovery programs need not be the sole domain of the world’s largest companies. The report outlines three steps that inhouse departments can take to kick off their initiatives: the first is to identify pre-existing and legitimate claims; the second is to assert legitimate claims to recover damages rightfully due; and the third is to track and analyse recoveries to identify improvements or adjustments in business practices that mitigate future losses.

While a number of companies already do these things on an ad-hoc basis, DuPont is a pertinent example of the benefits that come with formalising this process. “We had recoveries going on, but it was very much an ad-hoc procedure, so we asked our auditors to do a study of our experiences over the years in this area,” said Thomas Sager, the company’s vice president and general counsel.

“The results showed that we had been relatively successful in this area.

But more importantly, it signalled to me that if we had a more disciplined approach we would be more successful,” he said. And the results certainly speak for themselves. Since formalising their recovery mechanisms, DuPont recovered in excess of US$1bn from www.legalbusinessonline.com

“We have all experienced cost pressures and shrinking budgets and been forced to do more with less over the last 18 months.

These changes, despite the improvement in the economy, may well be here to stay...” jasmine karimi, hong kong corporate counsel association

2007 to 2009. The company claimed damages against contractors who failed to meet construction milestones and deliverables; claimed damages from a freight carrier for lost cargo; took action against a vendor who failed to deliver goods; and even successfully recovered US$51m from the US government for commandeering 15 of its factories for production during World Wars I and II. Last year the company made a total of 169 recoveries.

Cultural change

Implementing such a program involves making not only procedural changes to company policy, but effecting attitudinal and cultural shifts as well –often throughout the company as a whole and not just its legal department.

In the case of DuPont, it meant moving the company on from a “conservative and benign” outlook to being more aggressive and proactive when things go wrong: from conflict avoidance to the assertion of one’s rights.

This of course, is easier said than done. Even where the commercial rationale is clear, in-house legal departments may face a degree of inertia because of the risk to stakeholder relationships that such initiatives may entail. But Sager contends that if they are structured properly and managed correctly, legal recovery programs can actually enhance and strengthen relationships with external stakeholders because “you have brought violations to their attention and this allows them to impose better practices on the people they control.”

Recovery programs and Asia

While a number of corporates in the US and Europe have established dedicated legal recovery programs, very few companies in Asia have taken steps to launch their own.

But Thomas Sager believes it is only a matter of time until these take off in legal departments across the world – particularly in Asia where, he says, companies could potentially be foregoing millions of dollars in claims.

Where there is ample will but perhaps not a commensurate level of resources to implement a recovery program, Sager believes in-house legal departments should look to use their external counsel. DuPont, for instance, relied heavily on a number of its law firms to help it set up its initiative and continues to turn to them to keep it running at an optimal level.

Sager singles out UK-based Eversheds as a key resource in this regard. The firm has been instrumental in carrying out contract reviews and examining post-merger agreements to ascertain whether the company has been subjected to breaches of warranties and indemnities. The firm’s work with DuPont was so successful that it has since established a specialised consultancy for in-house legal departments, a major part of which is establishing recovery programs.

The partner-in-charge of this practice group, Paul Smith, believes that companies looking to kick-start their own recovery programs should begin with basic contract review. “Instead of just stowing away documents in filing cabinets, an internal procedure to reexamine on a systematic basis [should] be implemented,” he says, adding that for companies in Asia, intellectual property is the perfect starting point, given that many local players already have relatively well-developed portfolios.

“Not pursuing recoveries could prove foolhardy for corporations,” he says.

“According to our research, claims in IP areas alone could amount to billions of dollars.” ALB 11

NEWS | analysis >>

Update >>

Analysis >>

Energy & Resources The nuclear option

A

s more ASEAN countries turn to nuclear power as an alternative source of energy to fossil fuels, Singapore will likewise be readying itself to adopt the nuclear option should it one day become necessary and feasible to do so. Singapore’s Prime Minister Mr. Lee Hsien Loong considers nuclear energy to be an “important part of the solution to mankind’s energy problems and to tackle global warming”. However, harnessing nuclear energy is a complex and long term enterprise, and it may be a long while before Singapore makes any concrete decision on nuclear energy.

If Singapore goes nuclear, there will be significant issues relating to the nuclear fuel cycle and the disposal of nuclear waste. A nuclear power station will reach the end of its operating life and will need to be decommissioned – tight controls must be imposed on radioactive nuclear waste material and where it could be stored. However, the key concern over nuclear power in Singapore will be safety because of its high urban density. Singapore will need to build up not just the plant but the capability base and will need to institute proper systems, safeguards and standards to develop a strong safety culture and high standards across many industries before it embarks on a nuclear project.

Specific laws and regulations will have to be instituted to address the legal issues specific to the use of nuclear energy. Such national laws will also have to be consistent with the relevant international undertakings and best practices in the field of nuclear law.

As safety is of paramount importance in the use of nuclear energy and the applications of ionizing radiation, the primary objective of any future nuclear law is likely to centre on the prevention of damage, misuse or accidents. In this respect, public health and environmental laws will likely need to be fortified as well.

In addition, a legislative framework for peaceful nuclear activities will be required to address the security issues relating to use of nuclear energy. Legal measures will most possibly be required to license or account for the types and quantities of nuclear material that may pose security risks and to ensure that such material is put to legitimate uses.

Going nuclear will certainly go a long way towards reducing emissions, and it remains to be seen if Singapore will indeed make a definitive move in that direction.

Sandra Seah, partner ATMD Bird & Bird LLP Phone +65 6428 9429 Email Sandra.seah@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.

Sandra Seah

A year of Nearly two decades after the opening of Jun He’s New York office, the first overseas office of a PRC firm, international expansion of domestic Chinese firms has not yet taken off. But this could change quickly after a year in which international expansion has come firmly back on the radar

W

hile the majority of Mainland China’s 22,000 law firms have not yet broadened their international footprints, a number of market leaders have already formed ambitious strategies and opened multiple offices in key foreign jurisdictions. A common driver for these firms to open an office abroad over the past year is undoubtedly the staggering amount of outbound investment, overseas contracts and business ventures by Chinese companies. The latest statistics by the China FDI Research Centre reveal that Chinese companies’ investment overseas totalled US$56.5bn, making China the world’s fifth-largest international investor.

Like their UK and US counterparts who have followed local clients around the world, these leading domestic firms have begun the journey to facilitate their globalising clients outside China. Dacheng, the country’s largest law firm by lawyer headcount, has been pioneering different ways to broaden its global presence since 2008. So far the firm has established branch offices in Singapore, Paris, Taipei, LA and New York.

“During the global financial crisis, more Chinese companies have marched into Wall Street and expanded in the US market. In the post-GFC era, the interaction and relationship between China and the US will create even more opportunities for PRC businesses and law firms. The timing of the launch – on the second anniversary of the GFC – is of significance to us,” says Dacheng’s senior partner Xiao Jinquan, who is in charge of firm’s global expansion.

Client demand is important, but the need to move closer to clients’ global headquarters is also driving expansion.

So much is evident from Zhong Lun’s association with local Hong Kong firm Roger Ho & Co. Shanghai-headquartered

“In the post-GFC era, the interaction and relationship between China and the US will create even more opportunities for PRC businesses and law firms” xiao jinquan, dacheng

12

Asian Legal Business ISSUE 10.12

NEWS | analysis >>

growth Yishi law firm is also another example. It has recently answered its clients’ call for providing on-the-ground services in Japan by opening an office in Tokyo; it’s the third PRC firm to have an office in Japan.

Yishi’s Tokyo office is led by partner Song Zhengyu, an experienced lawyer who speaks fluent Japanese and specialises in foreign direct investment, litigation and arbitration, taxation and customs. According to Song, as 95% of the firm’s clients are Japanese companies, the new Tokyo office is set to strengthen the communication with Japanese clients and provide them with on-the-ground legal services.

“We find that it takes a longer time to get things done when we are serving Japanese companies in Shanghai as most of these companies’ decision-makers are based in their Japan head offices ,” says Song. “At the same time, the increasing need of small to medium-sized companies for PRC-related legal service is another drive for the opening.”

New approaches

In 2010, several PRC firms have blazed new trails penetrating new markets in a faster and more effective fashion.

Establishing a presence in a foreign country is now no longer limited to direct investment only. Beijing-based Yingke is one of the pioneers. It has established a joint venture law firm – Yingke Várnai – in Budapest with 30-lawyer Hungarian firm Várnai & Partners, becoming the first firm to set up a presence in Eastern Europe.

Mei Xiangrong, managing partner of Yingke, notes that the establishment of Yingke Várnai is an initial step for Yingke’s internationalisation, and it will serve as the primary point for the firm to tap into the broad European market. The JV firm aims to contribute to the success of Hungarian companies and Hungarian products and services in China, and is set to facilitate Chinese investors who will hopefully increase nvestments in Hungary, choosing it as the base of their European expansion.

“Establishing a joint venture with a local strategic partner makes the entry into new markets much easier. It can help PRC firms stay competitive in the foreign markets and will give them advantages when in tenders of Chinese companies looking to invest overseas,” says Mei. Before Yingke’s JV in Hungary, Dacheng also tested out this route. Last year it formed a joint law venture (JLV) with Singapore’s Central Chambers Law Corporation – Dacheng Central Chambers in Singapore. Since the launch of the JLV, Dacheng has established ties and alliances with firms in South-East Asia countries such as Malaysia and India, and more importantly, has seized business opportunities arising from the strengthening trade relations between ASEAN and China and the growing outflow of Chinese business into South-East Asia.

This JV model – in which the firm has direct equity www.legalbusinessonline.com

Update >>

M&A Summary Issues On The Competition Act 2010 In Malaysia

T

he introduction of the Competition Act 2010 in Malaysia is the first major step to promote a free and fair market economy. Competition is necessary to make Malaysia a more competitive country and the Act represents a step nearer to achieve our vision 2020 to be a fully developed country.

The Issues

(i) MERGERS AND ACQUISITIONS (M&A) ‘Merger’ is defined as an amalgamation of two companies to form a new company while acquisition is the purchase of one company by another company but no new company is formed from this transaction. M&A will reduce the number of players in the industry and indirectly reduce competition in the market as it will lead to the increase of prices and lessen the choices available to consumers.

The Act currently does not have provisions on a merger control regime. Arguably, the reason for this exclusion is to ensure the development of capital markets and to encourage M&A to reinforce the domestic economy. The Ministry of Domestic Trade, Cooperatives and Consumerism (MDTCC) expressed that the non-inclusion of M&A in this Act is not an issue as it has been regulated under the abuse of dominant position divisioni. (ii) GOVERNMENT LINKED COMPANIES (GLC) GLC refers to a legal entity whether it is a public or private company created by the government to involve in commercial activities. The Act states that the provision under this Act shall apply to all commercial activities within and outside Malaysia.

However, this Act does not apply to activities whether directly or indirectly in performing the exercise of governmental authority. (iii) PRINCIPLE OF SOLIDARITY The Competition Act expressly provides that commercial activity does not include any activity conducted based on the principle of solidarity. Unfortunately, the Act does not provide the definition for solidarity.

Generally, solidarity is defined as a union arising from common responsibilities and benefits between members of a group. The principle of solidarity is a long established principle in European Union (EU) which has been discussed extensively in European jurisprudence and is usually used in the context of social protection or to carry out social order which does not involve economic activity that are entirely nonprofit oriented.

CONCLUSION

Competition law may be part of the strategy to overcome the ninth challenge of vision 2020 which is to establish a prosperous society with an economy that is fully competitive, dynamic, robust and resilient.

Jeffrey Tan

i Competition Act Will Not Regulate Mergers, Acquisitions, says Ismail Sabri.

Retrieved on 6 August 2010 from http://web10.bernama.com/hpm08/news. php?id=511942

Jeffrey Tan Siew Yang, Partner Direct Dial: +603 2118 5009 E-mail Address: jeffreytan@azmilaw.com Yeo Shu Pin, Legal Executive Direct Dial: +603 2118 5140 E-mail Address: yeoshupin@azmilaw.com Azmi & Associates: 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.

Yeo Shu Pin

13

NEWS | analysis >>

Update >>

Islamic Finance Return of the Dinar

M

alaysia’s northern state of Kelantan marked the beginning of history by officially launching Dinar and Dirham on 12th August, making a return to the medium of exchange which that has been known for over 1400 years since the fall of the Ottoman Caliphate. The Gold Dinar and Silver Dirham are managed

by Kelantan Gold Trade (KGT), a subsidiary of Kelantan Menteri Besar Incorporated (PMBK).

In Kelantan, businesses including garage owners and taxi drivers use the gold and silver coins while civil servants may choose to have up to 25 per cent of their salary be paid in dinars and dirhams.

The Chief Minister of Kelantan said that 1,000 traders and merchants including Lembaga Tabung Haji and Bank Islam Malaysia are interested to participate in the use of gold dinar in their transactions. The Chief Executive Officer of KGT anticipates that sales of the dinars and dirhams to hit 60 to 70 million ringgit by the end of the year.

Under the law, the ringgit, produced by the Central Bank is the only legal tender for payment of goods and services in the country. However, Kelantan’s State Economic, Financial and Welfare Committee chairman said that the gold dinar and silver dirham currency would be used much like a barter trade system and not as a second currency and is only intended to be used as an alternative to the Malaysian ringgit and sen. Meanwhile, the Federal Government has stated that they do not see any problem if the gold dinar and silver dirham are only for keeping and not trading in the open market. They would oppose the state government if it tried to use them as currency as it was against Central Bank’ regulations and could victimise traders. The Central Bank would be looking into the matter to see if any law had been broken.

According to Islamic law, the dinar coin is 4.25 grams of gold (equivalent to RM582), while the dirham is 3 grams of pure silver (around RM13) but their values fluctuate according to market prices.

Since there is an overwhelming demand from the public purchasing the coins as investment, the National Fatwa Committee and the Central Bank should study the efficiency of this Islamic monetary system.

Hafidah Aman Hashim, Partner Tel: +603-20924822 Email: hafidah@ridzalaw.com.my

14

Hafidah Aman Hashim

participation rather than in a strategic alliance basis – may serve as a model for other law firms that are looking to expand into foreign markets.

Another increasingly popular way for PRC firms to make inroads into a foreign market is to acquire or absorb a small local firm. This strategy is similar to the practice of Chinese companies which are actively acquiring foreign companies and buying assets to expand their global business. Beijingheadquartered Longan, for example, established its first US branch in Atlanta through acquiring a small local firm in 2010.

Setting realistic goals

While some firms like Dacheng vow to become global, others such as King & Wood and Jun He, which have hired many senior international lawyers and worked with top-notch global companies and investors, are taking a more conservative approach to international expansion.

“There are few precedents for non-Anglo-American firms to become global law firms. The main reason is that international commercial and credit investment transactions are required to be documented under the Anglo-American legal system. That is restricting the total globalisation of PRC firms in the way that Anglo-American firms have done,” says Rupert Li, international managing partner of King & Wood. “We don’t see there is a business case to support our globalisation, so we are not pursuing that strategy.”

Although becoming a true global law firm seems like an unrealistic goal, Li is confident that becoming a top firm in

“Establishing a joint venture with a local strategic partner makes the entry into new markets much easier” Mei Xiangrong, Yingke Asia is an achievable and desirable goal for PRC firms. “If a PRC firm can become a leader in Asia that would already be a very praiseworthy achievement. In my view, PRC firms are most likely to be active in Asia, particularly in places like Hong Kong, Singapore and some SE-Asia countries. PRC firms have better synergy and coverage in countries that are geographically closer and with compatible cultures.”

Regardless of what strategies and approaches the different PRC firms have towards international expansion, it’s inevitable that their internationalisation process has begun and will continue to gather momentum over the coming decades. The trend has been well recognised by their UK and US counterparts according to Norton Rose’s Beijing partner Nigel Ward. “The only thing that’s probably stopping a King & Wood from becoming a Clifford Chance is because PRC law is not used on international transactions. But it doesn’t stop PRC firms from having the ambition to play a big part in cross-border transactions and become future global law firms,” he says. “They will undoubtedly be able to provide some of the things that currently give advantages to international firms – such as global platforms, worldwide experience working on similar transactions, ability to say what international normal practice is on a particular issue. As time goes on, the PRC firms will become competitive across the board.” ALB Asian Legal Business ISSUE 10.12

NEWS | analysis >>

►► Global footprints of PRC firms

Update >> Atlanta Longan

Doing Business in Malaysia New Offerings From Labuan

Hong Kong

Chen & Co, Dacheng, Duan & Duan, D&S, Guangdong Huafa, Grandall, Guantao, Jinmao, Jun He, King & Wood, Zhonglun

With the recent passing of new laws relating to Labuan, in addition to the existing products that have established Labuan’s reputation as a leading International Business and Financial Centre, the following innovations have been introduced to augment Labuan’s product offerings: • Protected Cell Companies • Foundations • Liability Partnerships

Protected Cell Companies

Budapest Yingke

London

Zhonglun W&D

Los Angeles Dacheng, JT&N

New York

Dacheng, Jun He, King & Wood, Guangdong Guanghe, Richard Wang & Co

Palo Alto

Jun He, King & Wood

From the funds industry’s perspective, promoters have been keen to establish vehicles that would enable them to operate a number of sub-funds within the same entity.

The limitation with the existing structure was that whilst it was possible to administratively separate the classes, legally they could not be so segregated. Therefore, the liabilities of one class could affect another or the whole class.

The Labuan Companies Act have provided a long awaited solution to the above and allows tremendous possibilities in terms of structures for funds, insurance, captive insurance, takaful and captive takaful businesses. Promoters can now offer umbrella funds to investors with assets and liabilities segregated in cells and all the advantages associated with such a vehicle.

Foundations

Labuan is amongst one of the few common law jurisdictions that offer Foundations, a product that is synonymous with the civil law world. The similarities between foundations and trusts are: a foundation is created and governed by a Charter setting out its objectives and purposes whereas a trust is established by a trust deed; a foundation has a council and officers, a trust has a trustee and both are capable of existing in perpetuity.

The differences are: a foundation is a registered legal entity and a trust is relationship created by the deed; trustees have unlimited liability regarding trust activities whereas foundation officers are not personally liable; the will of the founder carries more weight and his rights are assignable whilst a settlor’s interest is completely subordinate to the beneficiaries whose interests are supreme upon creation of the trust.

Limited Liability Partnerships

Singapore Dacheng

Tokyo

King & Wood, Zhong Lun, Yishi

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

The other legislative high point was the introduction of the Limited Partnerships and Limited Liability Partnerships Act that identified the types, roles and duties of partners. Of especial mention is the Limited Liability Partnership (LLP) that is utilised for their financial protection. LLPs limit the amount that may be recovered to partnership assets only and crucially they have separate legal personality coupled with perpetual succession.

Written by George Pathmanathan Consultant, Naqiz & Partners E-mail: george@naqiz.com Naqiz & Partners No. 42A, Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur, Malaysia Tel: + (603) 2095 1188 | Fax: + (603) 2095 1186 www.naqiz.com

George Pathmanathan

15

NEWS >>

news in brief >>

hong kong >>

Amarchand receives Lex Mundi pro bono award The first annual Lex Mundi pro bono foundation award was conferred on Amarchand & Mangaldas & Suresh A Shroff & Co, in the Asia-Pacific category – in recognition of its efforts to provide critical pro bono legal services to improve the lives of the poor and disenfranchised.

The firm participated in a range of pro bono legal services, including the negotiation of new investment agreements, assistance with filing and registration requirements, and advice on how to legally incorporate and expand social enterprises.

Lex Mundi is an alliance of 160 independent commercial law firms globally. Amarchand Mangaldas & Suresh A Shroff & Co was admitted to the Lex Mundi network in 2003 and is the exclusive Lex Mundi law firm for India.

Baker & McKenzie tops independent survey as most influential brand Baker & McKenzie has been named the strongest law firm brand worldwide in the sharplegal® Global Elite Brand Index 2010. Acritas, an independent research firm which began the survey in 2007, created the index to help identify the world’s leading law firm brands.

This year, Acritas surveyed more than 1,000 executives worldwide, including general counsel, chief legal officers, CEOs and COOs at companies with revenues of US$1bn or more and operating in all major industry sectors and regions. Respondents were asked to evaluate law firms based on top-of-mind name awareness, overall favourability, and likelihood to be considered for multi-jurisdictional deals, as well as multi-jurisdictional litigation.

Clean energy IPOs dominate Hong Kong listings T he rapidly growing renewable energy market is moving into overdrive as China Suntien Green Energy becomes the fourth Chinese clean-energy company to list on the Hong Kong Stock Exchange (HKSE) in a little over two weeks.

China Suntien, which operates both wind power and natural gas distribution businesses in China, is the clean energy arm of Hebei Construction Group, the stateowned investment arm of the Hebei provincial government.

Its US$370m listing follows that of China Ming Yang Wind Power Group (worth US$350m, 1 October 2010), Trony Solar (worth US$223m, 7 October 2010) and China’s secondlargest wind turbine maker, Xinjiang Goldwind Science and Technology (worth US$917m, 2 October 2010) on the Hong Kong market.

China Suntien was advised by Latham & Watkins with additional input from PRC firm Jia Yuan. The underwriters – Macquarie Bank and Morgan Stanley – were advised by Clifford Chance and local advice was provided by Grandall.

Trony Solar’s debut on the HKSE,

meanwhile, was advised by Simpson Thacher, Orrick, Walkers and Jingtian & Goncheng as issuer’s counsels; and Latham & Watkins and Commerce & Finance advised the underwriters.

China Datang Corp, the country’s second-largest power producer, also has plans to float shares of its renewable energy unit in a Hong Kong IPO – some sources say as early as December 2010. And top power producer China Huaneng’s renewable energy unit, Huaneng New Energy Industrial, had plans to raise US$1bnUS$1.5bn in a Hong Kong IPO in October.

China has been reported to be the world’s largest market for wind power, after it more than doubled its wind generation capacity last year.

Fears of overcapacity had prompted the Chinese government to order an unofficial freeze on some initial public share offerings in the renewable energy sector in June this year, holding approval for certain IPOs. Those affected by the freeze earlier this year included wind equipment manufacturers and polysilicon suppliers. ALB

►► The top 15 Global Elite Brand Leaders according to Acritus Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 14

16

Firm Baker & McKenzie Clifford Chance Freshfields Bruckhaus Deringer Linklaters Allen & Overy Jones Day DLA Piper Hogan Lovells Skadden White & Case Herbert Smith Sidley Austin LLP Slaughter and May Cleary Gottlieb Norton Rose

Brand Index 100 86.9 67.3 66.5 56.3 52.3 39.7 37.8 37.7 26.3 26.2 26.1 23.8 22.2 22.2 Asian Legal Business ISSUE 10.12

NEWS >>

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

Another event organized by

Please contact Iris on iris@kmimail.com or +852 2815 5988, if you would like more information with regard to nominations. www.legalbusinessonline.com

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NEWS >>

news in brief >> Clifford Chance, Linklaters in landmark Dubai debt placement Clifford Chance has been retained as issuer’s counsel in a breakthrough US$2bn global notes issue staterun by utility, Dubai Electricity & Water Authority (DEWA) – Dubai’s largest dollar-denominated bond sale yet.

The international transaction represents DEWA’s second fundraising in the US capital markets and the third successful issue by an entity based in Dubai since the markets re-opened after Eid in September, and is viewed as a strong indicator of international investor confidence in Dubai after the Dubai World restructuring reached completion with the consent of international and domestic creditors.

►► Dubai Electricity & Water Authority (DEWA) notes issuance

US$2bn

asia-pacific >>

A&O, Mofo lead historic Japanese-Mexican

T

he US$1.2bn acquisitional financing of five gas power stations as well as a 54 kilometre gas pipeline for a group of associated companies in Mexico – all subsidiaries of Mitsui & Co and Tokyo Gas – is a sign of resurgence in the Asia-Pacific project finance market and overseas acquisitions by Japanese utilities and trading companies.

“This was an extremely complex and novel financing structure,” said Allen & Overy’s lead partner Aled Davies.

“It sought to preserve the commercial benefits of lending to a group of

companies operating power stations and a pipeline under long-term contracts with CFE, the Mexican state power utility, and to ensure a problem relating to one project company in the group would not spread to impact on the others.”

The power stations have an aggregate generating capacity of 2,233MW and are contracted by the Mexican federal electricity commission, Comisión Federal de Electricidad (CFE), whose right to approve certain aspects of the

Synopsis DEWA has issued two parts of its US$3bn global medium term note program: US$500m 6-year and US$1.5bn 10-year dual-tranche fixed-rate notes issuance Firm Client Role Clifford DEWA International Chance counsel to issuer Linklaters Banks* International counsel to joint bookrunners * Citi, Credit Agricole Investment Bank, the National Bank of Abu Dhabi, Standard Chartered Bank and the Royal Bank of Scotland

Italian heavyweight Gianni Origoni Grippo to launch in Abu Dhabi Italian law firm Gianni Origoni Grippo & Partners (GOP) has secured approval to launch its first Middle East office in Abu Dhabi in January 2011.

The office will be headed by real estate partner Riccardo Sensi and counsel Francesca Cesca, who currently heads the firm’s ‘Chindia’ desk– a practice launched by the firm in 2009 in response to increasing investment flows between China, India and Italy.

Senior associate Gianluca Grillo and three other associates will assist Sensi and Cesca, while partners Domenico Tulli and Renato Giallombardo will provide additional support from Rome.

The firm’s move into the Gulf was originally scheduled for earlier this year but was postponed after it hit a number of regulatory roadblocks.

Nevertheless, GOP’s office opening means that it will become the first of the Italian top-tier triumvirate to have a presence in the Middle East. While the other two firms – Chiomenti Studio Legale and Bonelli Erede Pappalardo – are not on the ground both service the market through their European offices.

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mongolia >>

Milbank, Skaddens, Mallesons make history

T

he first-ever listing of a Mongolian company on the Hong Kong Stock Exchange(HKSE) – also ranked as the second highest non-domestic, non-Chinese company listing in Hong Kong, after UC Rusal’s US$2.2bn IPO in January – has paved the way for an infrastructure and mining boom in Mongolia, as international investments pour into the country’s natural resources sector.

Milbank Tweed and Mallesons have both advised the issuer, coking coal producer Mongolian Mining Corporation, on its US$650m debut on the HKSE – the biggest by a Mongolian company and the first Mongolian company listing in Hong Kong. Milbank’s Asia head of corporate practice Andrew Root and Dieter Yih, a recent recruit from Mallesons, led the teams from

the issuer’s side. Skadden acted for underwriters Citibank and JPMorgan.

According to Root, international interest in Mongolia’s rich natural reserves is growing. Greater accessibility created by improved infrastructure (in a country that three years ago had only two or three sealed roads outside Ulaanbaatar) is driving the “voracious” appetite for investment into Mongolia.

“Certainly you will be seeing more Mongolian companies coming to market across an array of natural resource sectors,” Root told ALB in an interview. “With the creation of the new infrastructure and a much higher level of international investment into Mongolia, we foresee more Mongolian IPOs in the pipeline,” he said.

Lawyers based in Asia confirm that a number of copper, iron and coal Asian Legal Business ISSUE 10.12

NEWS >>

energy financing transaction was a key driver behind the innovative and complex structure of the transaction.

The structure combined aspects of limited-recourse financing to each operating company. If problems arise with one operating company, action can only be taken with respect to that company with no cross-collateralisation.

“We are continuing to see strategic M&A activity from Japanese corporations overseas and believe that this trend will continue. This project was of strategic importance to the sponsors in expanding their global power generation capacity,” Davies said.

According to senior associate Scott Neilson, the deal saw A&O implement a new financing structure that wrapped five operating power stations and a 54 kilometre pipeline into a “siloed finance structure. The borrower was MT Falcon Holdings Company – a special-purpose entity established in Mexico and directly held by Mitsui and Tokyo Gas. The assets were purchased from Gas Natural, a major Spanish utility.

Allen & Overy won the mandate to act as lender’s counsel for this acquisition financing, as a consequence of its recent deal experience in acquisition and project financing in the power sector involving Japanese sponsors in the last four years. The Allen & Overy Tokyo team also has a strong track record in Latin American project financing.

Last year a team led by Aled and Scott closed the Manzanillo LNG Project financing in which Mitsui was also a sponsor. The team has a strong relationship with JBIC, Mitsui, BTMU, Mizuho and SMBC. ALB

with Mongolia’s first IPO

Update >>

Intellectual Property An author can be an incorporated entity

A

n issue which came before the Singapore High Court in Pioneers & Leaders (Publishers) Pte Ltd v. Asia Pacific Publishing Pte Ltd [2010] SGHC 211 (“Pioneers & Leaders”) was whether an incorporated body can be the author of an original work. In this landmark decision, Lai J held that an incorporated body may be the author of an original work and in such a case, the work is protected for 70 years from the year in which the work was first published.

Both parties in the case publish horse-racing magazines.

The Plaintiff claimed that it owned the copyright in the format, presentation and compilation of horse-racing information in the Plaintiff’s ‘Punter’s Way’ magazine (“the Works”), and that the Defendant’s Racing Guide magazine had infringed the Plaintiff’s copyright in the Works when the Defendant’s horse-racing magazine had horse-racing information and tables arranged in the same sequence and/ or in a substantially similar manner to the Works.

In rebutting the Plaintiff’s claims, the Defendant argued that since the Plaintiff was not able to establish the authors of the Work, copyright could not subsist in the Works because under the Copyright Act only natural persons could be an ‘author’ of copyright protected works. In this case, ideas, suggestions and criticism relating to the Works were contributed by many persons, some of whom were not employees of the Plaintiff. Such persons did not assign the copyright in their ideas and suggestions to the Plaintiff.

The Defendant also claimed that there was no originality in the Works as the use of tables to display horse-racing information was commonplace in the industry.

On the issue of authorship, Lai J held that the Copyright Act did not prohibit an incorporated company from having authorship in an original work. In the case where employees from different departments of a company contribute in creating small parts of a work and the company as a whole brings together all the parts to create a final product, the company could be the author of the work.

Further, Lai J held that consistent with the duration of copyright protection afforded to works which were published after the death of an author and anonymous or pseudonymous works, the duration of copyright owned by an incorporated entity is 70 years from the expiration of the calendar year in which the work was first published.

In addition to the above, Lai J was also of the opinion that sufficient skill and labour was applied to the Works such that the Works had sufficient originality, and that further the Defendant had incorporated a substantial part of the Works into its Racing Guide magazine. As a result, Lai J found for the Plaintiff.

Deryne Sim, associate Direct: +65 6428 9435 Email: deryne.sim@twobirds.com

projects in Mongolia are getting ready to come to market, though further details cannot be disclosed. ALB www.legalbusinessonline.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.

Deryne Sim

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NEWS >>

korea >>

Shin & Kim senior advisor to lead Korean banking giant Shinhan Financial

R

yoo Shee-yul has been appointed as the acting chairman of Korean banking giant Shinhan Financial group after the resignation of its previous chairman, Ra Eung-chan, recently.

Ryoo, who has been a senior advisor

at Shin & Kim since 2002, will lead the group until March 2011 when a new chairman will be appointed at a shareholder’s meeting.

Ryoo has had a distinguished career in the country’s financial services sector. In addition to his time at

Shinhan, he was a former president of Korea First Bank (now known as Standard Chartered First Bank) and the chairman of the Korea Federation of Banks. ALB

Ryoo Shee-yul Shin_Kim

REGION >>

ALB Award winner Tan to head Hong Kong, China and Vietnam offices

P

oh Lee Tan, Baker & McKenzie’s regional chair for the Asia Pacific, will succeed David Fleming as managing partner for Baker & McKenzie’s Hong Kong, China and Vietnam offices.

According to Tan, the areas of practice she will aggressively strengthen as new managing partner are the growth areas of natural resources; corporate and securities; regulatory and compliance; dispute resolution; and intellectual property, amongst others.

“Businesses need to understand regulatory impact increasingly across multiple jurisdictions. We are advising our clients on how to overcome the challenges as well as how we can assist in seizing opportunities,” Tan told ALB in an interview. “For example, we have actively assisted a

20

number of the Chinese state-owned enterprises on their outbound activities.”

Such recent transactions include the Chinalco memorandum Poh Lee Tan of understanding with Baker & McKenzie Rio Tinto for the joint development of the Simandou iron ore project in Guinea, and the CNOOC Bridas joint venture in Latin America.

According to Tan, increased deal flow and activity have been witnessed across the Asia-Pacific in energy, mining & resources; financial services; pharmaceuticals & healthcare; automotive; manufacturing; and real estate.

In speaking about the differing business and legal need of clients from

Vietnam, Hong Kong and China, Tan said: “Companies need to thoroughly research the market; build strong local connections and invest in localising both their products and the people who deliver them.”

Tan has held various firm management roles, including service as chairman of the firm’s Asia-Pacific regional council from October 20082010. Her practice focuses on M&A and private equity transactions in the Asia-Pacific region – with particular emphasis on IT and communications sectors. She was managing partner of the year at the ALB Hong Kong Law Awards for 2009 and 2010.

Additionally, the firm has also announced that Philip Suse (Chicago) and Winston Zee (Hong Kong) have been elected to serve on its executive committee. ALB Asian Legal Business ISSUE 10.12

NEWS >>

gulf >>

Doha: tougher rules for international law firms on the horizon

Q

atar is in the process of launching new and stricter licensing requirements for international law firms looking to establish an outpost in the lucrative GCC state.

Under the proposed regulations, only international law firms who meet the Qatar government’s eligibility criteria will be issued with licenses to operate.

These licenses, which are subject to cancellation, must be renewed every five years.

International firms who wish to open an office in the country will need to prove that they have been established in their home jurisdiction for at least 30 years and they are committed to practicing in an area of law critical to the economic development of Qatar.

In terms of headcounts, the proposed rules state that the firm must have at least 15 lawyers in its employ and each must be able to demonstrate at least 15 years of experience in their area of practice. The country’s Minister of Justice will determine the total numbers of lawyers a firm can hire for its Qatar office. There are currently thirteen international law firms operating in Qatar. ALB

uk report Clifford Chance to grow Indian support base by one third Confirming exactly where it believes the profits are to be had, and already fielding a 29-strong legal support team in New Delhi, Clifford Chance wants to boost its India staff numbers to 40, according to its annual review. The firm’s ‘knowledge centre’, set up in 2007 with four lawyers, provides research and analysis support to the firm’s global offices.

“As the team increases in experience, the vision is to build a centre of excellence with expertise in areas across more of the firm’s businesses and jurisdictions,” said Mark Ford, knowledge centre director. The move goes hand in hand with the firm’s plans to bolster its Global Shared Services Centre, currently focused solely on IT and finance support, by outsourcing analytics and business support functions to the area.

Magic Circle firm goes with flow Freshfields has advised Atlantis Resources, a company specialising in the manufacture of electricity-generating tidal turbines, on a joint venture to form the world’s largest marine renewable energy project, at Pentland Firth Inner Sound in Scotland.

The project is expected to generate enough electricity to power around 400,000 homes and the deal would give Atlantis Resouces exclusive rights to generate 150MW. The idea of funding for renewable marine technology is still a new one, according to Connie Carnabuci, Freshfields’ Asia head of IP and information technology.

First Russian London listing post-GFC raises optimism In a sign of perhaps imminent recovery in the Russian capital markets, firms from both sides of the Atlantic acted for St Petersburg-based retail company O’Key on one of the first Russian listings on the LSE since the beginning of the GFC. Skadden advised O’Key, which raised $420m through a GDR listing on the London Stock Exchange’s Main Market, where the company is valued at around US$2.95bn. Linklaters acted for the underwriters Goldman Sachs and VTB Capital.

One city capital markets partner said that outbound transactions from Russia are starting to pick up again. “Many in the market hope the sizable O’Key transaction is a sign that confidence is coming back in the Russian market after the financial crisis,” he said.



►► Overseas firms in Qatar

Firm Allen & Overy Simmons & Simmons Patton Boggs Eversheds Clyde & Co SNR Denton Salans LALIVE Latham & Watkins DLA Piper White & Case Badri and Salim El Meouchi Dewey & LeBouef

Home jurisdiction UK UK US UK UK US/UK France Switzerland US US/UK US Lebanon US

This list does not purport to be exhaustive

www.legalbusinessonline.com

ROUNDUP • Jérôme Da Ros and Benoit Creis, two defectors from Norton Rose’s Paris office, have rejected the international firm model and set up their own eight-lawyer firm, Beylouni Guény Valot & Vernehas, with four associates and two consultants. They hope to grow the firm, which specialises in financing, insurance and litigation services, to 20 lawyers within two years • Slaughter and May and White & Case have advised on the US$5.9bn acquisition by Banco Bilbao Vizcaya Argentina (BBVA), Spain’s second-largest bank, of a 24.9% stake in Turkiye Garanti Bankasi, Turkey’s leading bank.

• Herbert Smith is beefing up its private client capabilities with a number of London-based hires who have expertise in Asia, Russia and the Middle East; the firm hopes to double overseas revenue to 50% by 2015 • Freshfields has confirmed it is in talks with smaller firms, including Mills & Reeve and TLT Solicitors, to begin a referral network; the limited availability of suitable transactions has slowed progress • On 5 November Freshfields named disputes partner Andrew Hart as joint leader of its Global Financial Institutions Group; Hart replaces senior partner elect, Will Lawes • After overcoming the threat of a second round of senior-partner elections, Clifford Chance announced on 8 November that Malcolm Sweeting will take up the job; he takes over from Stuart Popham • Allen & Overy has managed to increase turnover for the first half of the year by 3%, bringing in GBP526m, up from GBP511m in the same period last year • DLA Piper has named Tim Clement-Jones as London managing partner; he takes over from real estate partner Catherine Usher

21

NEWS >>

news in brief >> Hostile takeovers reach three-year high globally The volume of public hostile acquisitions reached a three-year high in Q3 2010 and the total value of public hostiles has increased ten-fold when compared to Q3 2009, according to the latest Allen & Overy M&A Index.

Andrew Ballheimer, co-head of Allen & Overy’s global corporate practice, said: “Hostile takeovers always receive plenty of attention for the wrong reasons, but they can often be a positive indication of market confidence, as such high-profile and riskier transactions are not undertaken lightly. The increased willingness of buyers to go hostile – at a time when many corporates have relaxed takeover defences – is forcing target companies to dust off strategies not seen in years.”

►►highlights: Allen & Overy M&A Index Q3 2010 • The most developed economies are witnessing the return of hostile M&A • The mismatch in value expectations between buyers and sellers continues to slow and complicate transaction processes in all regions and sectors • Cross-border deals involving emerging markets are driving up transaction sizes • Indian investors are looking overseas, particularly at the resources and engineering sectors in Europe and Asia • Volatility in commodity markets is a major hurdle for deal-making in the energy sector

EU-South Korea sign landmark free trade deal The Republic of Korea has signed a milestone free trade agreement (FTA) with the EU during the EUSouth Korea Summit in Brussels. This is the first of a new generation of comprehensive FTAs negotiated by the EU, and is the most comprehensive entered into to date.

The EU is South Korea’s second-largest export destination and South Korea is the EU’s eighthlargest trade partner. While European companies are already among the largest investors in South Korea, the relationship between the two regions is set to blossom further, as South Korean investors increasingly look abroad for investment opportunities.

22

middle east >>

Vinson & Elkins brings on seven U

S firm Vinson & Elkins has brought six new lawyers on board after plundering a number of its international rivals.

In Abu Dhabi, the firm welcomes project development and finance partner Jon Nash from the London office of Chadbourne & Parke.

Nash’s clientele include public and private entities across the

infrastructure, energy and logistics sectors. Nash will become the firm’s fourth partner in Abu Dhabi and its eighth in the UAE. Nash said the move will not only allow him to get closer to his key clients but also singled out the firm’s presence in Asia as a major factor.

“For a while, I had been looking for a move to better serve clients in the

►► Vinson & Elkins Gulf arrivals Name Jon Nash Fahad Bakheet AlMalki Owen Delaney William Page Emile Boulos Ziad Saad Carlo Pianese

Coming from Chadbourne & Parke King & Spalding Relocation Herbert Smith Herbert Smith Ashurst Allen & Overy

Practice Area Projects & finance Capital markets Energy & projects M&A/Private equity M&A/corporate Corporate Corporate

middle east >>

Financial crisis still bites: Gide to close three

F

rench firm Gide Loyrette & Nouel will exit the Middle East after announcing its intention to close its Abu Dhabi, Dubai and Riyadh offices.

The firm, which has had a physical presence in the region since 1978 when it opened in Riyadh, said it could no longer assure the long-term success of its Gulf operations given the drop-off in transactional levels and increasing competition from English law firms.

“Dubai is shrinking dramatically so whatever remains for work in construction and, in some cases project finance, would naturally go to those English firms that have been there for ages,” said the firm’s managing partner Pierre Raoul-

Duval. “The return on investment there was unsure, and we weren’t sure we could offer young lawyers a future.”

The firm has a total of 12 lawyers in the region: five in its Abu Dhabi office, four in its Dubai and three in Riyadh.

Although the firm is physically withdrawing from the region, it has said it will continue to be active in the Middle East – through alliances with local law firms and its membership of international law firm network Lex Mundi.

The firm’s office closures are not limited to the Middle East. It will also close down its Prague office and intends to wind down its Belgrade operations progressively over the next 12 months. ALB

Corrections # The ALB 50 in issue 10.10 contained the following errors: • Norton Rose should have been included as the 27th largest law firm in Asia and the seventh largest international law firm in Hong Kong. The firm has 288 lawyers across the region including 91 in Hong Kong.

• Mallesons Stephen Jaques was omitted from the “Hong Kong: International Firms”. The firm should have been included in ninth place. The firm has 78 lawyers in Hong Kong.

• DLA Piper was omitted from the “Hong Kong International

Firms”. The firm should have been included in sixth place.

The firm has 123 lawyers in Hong Kong.

• VILAF was omitted from the “Vietnam: Local firms”.

The firm should have been included in third place. The firm has 41 lawyers.

• LS Horizon was omitted from the “Thailand: Local Firms”. The firm should have been included in third place. The firm has 58 lawyers.

• Tan Chee Meng was noted as the managing partner of WongPartnership. This is incorrect. WongPartnership’s Asian Legal Business ISSUE 10.12

NEWS >>

in Gulf geographic area that makes up the bulk of my practice,” he said. “I felt the firm’s strong presence in Asia – from where so much of the world’s economy is now driven – made it the most compelling choice.” In Asia, Vinson & Elkins has offices in Hong Kong, Tokyo, Beijing and Shanghai.

In addition to the appointment of Nash, the firm has also added five new associates to its ranks. In Abu Dhabi, Fahad Bakheet AlMalki joins from the Riyadh office of King & Spalding, Owen Delaney relocates from the firm’s London office while Ziad Saad joins from Ashurst.

In Dubai, Emile Boulos and William Page both come on board from Herbert Smith, and Carlo Pianese joins from Allen & Overy. ALB

offices in Middle East

us report Squire Sanders Hammonds it is, from 1 January 2011 The Squires-Hammonds merger was confirmed with the backing of 95% of the combined partnership on 8 November, following a vote taken by all but 17 of the partners on 7 November. The new firm will have 460 partners and 1,275 lawyers and will officially launch as Squire Sanders Hammonds (Squires Sanders & Dempsey in Eastern Europe and the US where Hammonds does not have a presence) on 1 January 2011.

The combined turnover is expected to be US$625m and New York-based Squire Sanders partner Howard Nicolas will be managing partner for the Americas and Asia-Pacific. Hammonds managing partner Peter Crossley will be Europe managing partner.

The merger caps off a very trans-Atlantic 2010, which also saw Sonnenschein Nath & Rosenthal and Denton Wilde Sapte merge in October to create SNR Denton, and Hogan & Hartson and Lovells merge in May to form Hogan Lovells. Squire Sanders Hammonds will operate under the same Swiss Verein structure these firms used.

Domestic merger creates new 650-lawyer ‘super practice’ Atlanta-based Kilpatrick Stockton and San Francisco-based Townsend and Townsend and

Crew have agreed to a merger that will create a US$400m, 650-lawyer practice to be named Kilpatrick Townsend and Stockton. The firm will have 17 offices across the US and is to be officially launched on 1 January 2011.

Townsend, which specialises in IP, is said to be the initiator – it has been searching for a merger partner for some time following the resignation of chairman James Gilliland last December. Kilpatrick posted gross revenue of US$246m and PEP of US$615,000 in 2009, while the smaller Townsend pulled in US$161m and PEP of US$810,000.

Wall Street moves on Europe: Sullivan & Cromwell latest to recruit London grads Two months after Ropes & Gray announced plans for a graduate recruitment program in London, Wall Street stalwart Sullivan & Cromwell will broaden its horizons and take its ‘grow organically’ approach to London.

The firm will begin a city training scheme from 2013, offering summer placements from as early as 2011.The firm aims to attract between four and six graduates per year, including non-law graduates. The program is part of a strategy to consolidate Sullcrom’s UK and European presence.

Representatives of the firm expressed confidence in the program, calling it a demonstration of its commitment to London.



managing partner is Rachel Eng. Mr. Tan is the firm’s deputy managing partner.

• An updated version of the 2010 ALB 50 will be available online.

• On p18 of the August (10.8) edition, the image accompanying the article entitled ‘Law Soc president prefers Dubai’ is incorrectly captioned as Wong Meng Meng. The lawyer in the image is Tan Chee Meng.

ROUNDUP • Jones Day has advised one of the owners of the iconic Notting Hill estate in London on the sale of GBP131m worth of prime heritage real estate • King & Spalding made eight partnership appointments in early November, including one in London and three in Atlanta; the others were split between Houston, Abu Dhabi, Dubai and Riyadh • Cementing its status as a global-25 law firm, SNR Denton has advised JP Morgan on the buyout of a 55% stake in US$6bn Brazilian hedge fund, Gavea • Ropes & Gray has promoted 10 lawyers to partner, including one each in Hong Kong, Silicon Valley and London • Showing that the record companies can fight back, a US jury has ordered Minnesota woman Jammie Thomas-Rasset to pay US$1.4m for downloading 24 songs via KaZaA • Latham & Watkins, a firm which one year ago was in the midst of a 200-lawyer lay-off program, has (following hires in the Middle East, Asia and Moscow) now been deemed the easiest US firm to recruit for by a major London-based recruitment firm • US law firms are set to increase salaries across the board by anywhere up to 4.1% in 2011, according to the latest results from Robert Half Legal • The Manhattan federal court ruled that EMI was not sold for above the odds by Citi banker David Wormsley. Paul Weiss partner Ted Wells secured the victory; EMI was advised by Freshfields

ALB regrets these errors www.legalbusinessonline.com

23

NEWS >>

Baker Botts, he practiced international arbitration with a local and later international firm for 13 years before his move to Hong Kong.

appointments ►► LATERAL HIRES Name

Leaving

Going to

Practice

Location Singapore Hong Kong Perth Dubai

Vinson & Elkins

Arbitration Litigation, arbitration Banking, finance Banking, finance, M&A, project finance Corporate, M&A Capital markets Energy & resources Energy & resources Energy & resources Energy & resources Project development, finance Projects & finance

Abu Dhabi

Vinson & Elkins Vinson & Elkins Vinson & Elkins Vinson & Elkins Vinson & Elkins King & Spalding Curtis Mallet-Prevost Colt & Mosle Withers

Capital markets M&A/private equity M&A/corporate Corporate Corporate Debt capital market Infrastructure & projects International family law

Abu Dhabi Abu Dhabi Abu Dhabi Abu Dhabi Abu Dhabi Dubai Muscat Hong Kong

SNR Denton DLA Piper

Global Tokyo

Waleed N Al-Nuwaiser (in association with White & Case) Waleed N Al-Nuwaiser (in association with White & Case) Ashurst Berwin Leighton Paisner

Chief operating officer Intellectual property and technology International project finance Corporate

Riyadh

Oil & gas Managing partner

Tokyo Singapore

Berwin Leighton Paisner

Corporate

Singapore

Harun Reksodiputro Steven Lim Lei Shi Herman Yip Eric Milne

Hadiputrano, Hadinoto & Partners Baker Botts Fangda Jones Day Simmons & Simmons

Daniel Ginting law firm (A&O associate firm) Clyde & Co Clifford Chance Norton Rose Jones Day

Vaishali Sharma Brian Wesol Alex Moray Vishal Devraj Jessica Harris Ben McQuhae Jon Nash

AZB & Partners Jones Day NA NA NA Fulbright & Jaworski Chadbourne & Parke

Khaitan & Co KL & Gates Herbert Smith Herbert Smith Herbert Smith Jones Day Vinson & Elkins

Fahad Bakheet AlMalki Owen Delaney William Page Emile Boulos Ziad Saad Carlo Pianese Rizwan Kanji Mary Allan Sharon Ser

Chadbourne & Parke

Shibeer Ahmed

King & Spalding Herbert Smith Herbert Smith Ashurst Allen & Overy Norton Rose Denton Wilde Sapte Hampton Winter and Glynn Clifford Chance Quinn Emanuel Urquhart & Sullivan Gide Loyrette Nouel

Margaret Cole

Babcock & Brown

Dan Le Fort Alistair Duffield

Qatar Petroleum Holman Fenwick & Willan Holman Fenwick & Willan

Sally King Henry Koda

Tahirah Ara

►► Promotions Name

Edward Freeman Gwen Wong Richard Bird Lewis McDonald Riccardo Sensi

Firm

Freshfields Freshfields Freshfields Herbert Smith Gianni Origoni Grippo

Francesca Cesca

Gianni Origoni Grippo

Tim Bridges Natham Powell

Ogier Ogier

►► Relocations Name

Choongo Moonga William Page Oliver Ali Agha Ashley Young

Firm

Herbert Smith Vinson & Elkins Agha & Shamsi Allen & Overy

Baker Botts

Promotion

Counsel Counsel Counsel Partner Co-head of Abu Dhabi office Co-head of Abu Dhabi office Partner Partner

From

London London Abu Dhabi Tokyo

Clyde & Co

Clyde & Co hires arbitration partner in face of “dramatic growth” Clyde & Co has poached Baker Botts arbitration specialist Steven Lim from Hong Kong to join the firm's Singapore office as a partner in its international arbitration team. According to Clyde & Co partner John Whittaker, Lim's appointment reflected the growing demand for the firm’s international

24

Corporate

Practice

Jakarta

Mumbai Singapore Singapore Singapore Singapore Hong Kong Abu Dhabi

Riyadh

Location

Corporate Corporate IP/IT Energy & resources Real estate

Hong Kong Hong Kong Hong Kong Singapore Abu Dhabi

Cross-border transactions

Abu Dhabi

Corporate finance Commercial

Hong Kong Hong Kong

To

Singapore Abu Dhabi Dubai Hong Kong

Practice

Energy & resources Energy & projects Islamic finance Banking & finance

arbitration services and signals the increasing importance of Singapore as an arbitration centre. "The market for arbitration in Asia is set for dramatic growth and Singapore will be the foremost arbitral venue in the region,” Whittaker said.

Lim spent two years in the Hong Kong office of Baker Botts Steven Lim as special counsel. Prior to joining

Jones Day

Simmons

Jones Day lures Simmons partner to build fledgling Dubai office Jones Day has hired Eric Milne as a partner for its Dubai banking and finance practice. Milne, who comes to the firm from Simmons & Simmons, also counts project finance, M&A and structured finance among his specialties.

Milne has worked on some Eric Milne of the region’s most innovative transactions of the last few years. He acted on Sourouh Real Estate’s US$1.1bn Sun Finance real estate transaction and was retained by the MTN Group in its US$5.53bn acquisition of Dubai-based Investcom. Milne is the firm’s first lateral hire in the region, with the Dubai office opening in March 2009.

Norton Rose

Jones Day

Norton Rose lures Jones Day partner to Perth Banking and finance partner at Jones Day Singapore, Herman Yip, has re-joined Norton Rose as a partner in the Perth office. Yip began his legal career at Freehills in Perth and Melbourne before joining the banking & finance practice group of Norton Rose in Singapore in 1999. He was a member of the Norton Rose team for six and a half years prior to joining the partnership at Jones Day (Singapore) in January 2006.

Yip has extensive banking and finance experience in the energy, resources, infrastructure and real estate sectors. His practice focuses on project and corporate and structured financings.

AZB & Partners

Khaitan & Co

AZB & Partners loses second partner India ‘Big Three’ firm AZB & Partners has seen two partners and a number of associates depart from its Mumbai office in recent months, sparking fears of an exodus – as Vaishali Sharma, the latest partner to leave, joins Khaitan & Co as an equity partner.

Sharma walks from the Clifford Chance alliance partner firm to boost Khaitan’s corporate practice, specialising in domestic and cross-border M&A work; contract negotiations; restructuring; joint ventures and competition law. She formerly held roles at Desai Diwanji, Majmudar and Kochhar & Co. His appointment brings Khaitan & Co’s partner numbers in Mumbai up to 21, following the appointment of banking & finance partner Devidas Banerji last month.

HHP

A&O Jakarta

Another HHP partner defects to A&O Jakarta Allen & Overy’s Jakarta operations is expanding: the firm has recruited yet another key partner from Hadiputrano, Hadinoto & Partners (HHP), just three months after Daniel Ginting, a former energy and Asian Legal Business ISSUE 10.12

NEWS >>

infrastructure projects partner, left the leading Indonesian firm to set up A&O’s Jakarta office.

Harun Reksodiputro has left Baker & McKenzie-affiliated HHP to join A&O affiliate Daniel Ginting Law Firm (DGLF) as a corporate partner. Allen & Overy entered into Harun Reksodiputro an exclusive association with DGLF in July 2010, in a bid to target the burgeoning Islamic finance and energy & resources sector in Indonesia. The alliance makes Jakarta the eighth office in the Asia-Pacific; following a twopronged assault on the Australian market that saw it open offices in both Perth and Sydney in March.

Reksodiputro has more than 16 years of experience advising multinational companies, Indonesian business groups and public companies on corporate transactions including private and public M&A, joint ventures and disposals.

of capital market transactions, in particular global offerings of equity, debt and exchangeable securities

by Asian issuers. Wesol has spent 16 years working in Asia: previous to his employment at Jones Day, he worked with White & Case’s Indonesian office for 7 years and their Singapore office for 5 years. In addition, while at White & Case, he was on a 2 year secondment at Ali Budiardjo, Nugroho, Reksodiputro, an Indonesian law firm in Jakarta, from March 2003May 2005.

Some of the highest profile securities offerings in Asia that Wesol has led in recent years include the IndoCoal securitisations in 2005 and 2006 and the Republic of Indonesia bond offerings in February 2007 and June 2008. In 2009, he represented Bumi Resources in two convertible bond offerings (US$675m), a US$300m high-yield bond offering and a US$1.9bn loan from China Investment Corporation.

Freshfields Herbert Smith

Singapore energy surge: Herbert Smith expands aggressively Herbert Smith Singapore has promoted Lewis McDonald to partnership and hired several associates in a major expansion strategy devised to cope with an influx of energy deals growing from South-East Asia.

Lewis McDonald “In terms of the deal pipeline, it’s looking very promising. The growth of this team is a factor of the work we’ve been doing – and the work that we think is out there,” Herbert Smith head of energy Singapore, Richard Nelson told ALB. According to Nelson, oil & gas, power and clean-energy sector deals are the practice areas that are heating up – with a growing surge in commodity trading work.

The team recently acted for BP on the sale of its operating interest in West Java; the Export-Import Bank of China on the project financing of a major new hydro power project in Cambodia; and for international natural gas company BG Group on the disposal of its power assets in the Philippines.

Previously with Linklaters in the UK, Nelson joined Herbert Smith in July 2008 for the specific purpose of developing an energy practice in Singapore. He said he does not have a target number or time frame in mind for future growth of the practice group.

New associates hired include senior associate Alex Moray, junior associate Vishal Devraj, Jessica Harris who joins in November 2010 from a top-tier energy practice in Western Australia and Choongo Moonga who recently qualified from Herbert Smith's London office.

Jones Day

K&L Gates

K&L Gates hires Jones Day partner KL & Gates has laterally hired veteran capital markets partner from Jones Day, Brian Wesol. Wesol specialises in the representation of corporate and government issuers and underwriters in all aspects www.legalbusinessonline.com

Freshfields promotes 11 lawyers to counsel Freshfields Bruckhaus Deringer has added three new counsels to its Hong Kong practice: Edward Freeman (corporate), Gwen Wong (corporate), and Richard Bird (IP/IT). This round of promotions is in addition to the nine lawyers already promoted in May this year.

Freeman’s recent experience includes advising global private equity firm TPG in connection with its investment in Hong Kong Energy (Holdings) Ltd, a Hong Kong-listed alternative energy developer in the form of convertible preference shares. He joined the firm in 2002 and worked in London before relocating to Hong Kong in 2008.

Wong is currently based in Edward Freeman the Beijing office and advises on securities, public and private mergers and acquisitions, corporate advisory matters and regulatory compliance, and has experience in a variety of Hong Kong and China-related corporate matters. Wong has acted on Gwen Wong complex deals such as China Strategic on its acquisition of Nan Shan Life Insurance from AIG. Norton Rose

King & Spalding

Norton Rose sukuk specialist leaves for King & Spalding Norton Rose head of Middle East debt capital markets Rizwan Kanji has joined King & Spalding in Dubai, to play a leading role in the firm’s debt capital markets and sukuk practice. “The Middle East is a key element of our firm’s strategy for international growth, and we expect to see continued growth in sukuk offerings in the region and in other capital markets,” King & Spalding head of Middle East and Islamic finance practice Isam Salah said.

In his time with Norton Rose, Kanji has advised on several recent landmark sukuk and conventional

transactions. These include the first Turkish sukuk – a US$100m offering by Kuveyt Turk Katilim Bankasi in August 2010; the first sovereign sukuk by the Kingdom of Bahrain to be listed on the London Stock Exchange; Rizwan Kanji the establishment of Islamic Development Bank’s US$3.5bn Trust Certificate Program dual-listed on the London Stock Exchange and Bursa Malaysia in October 2010; and the establishment of a US$2bn EMTN program for Emaar Properties PJSC. King & Spalding has a team of nearly 30 lawyers across its Dubai, Abu Dhabi and Riyadh offices specialising in commercial, corporate and financial transactions as well as project development, construction and engineering – with particular emphasis on matters related to the energy industry.

Tokyo

Hong Kong

A&O beefs up leveraged finance practice Allen & Overy has relocated banking partner Ashley Young from Tokyo to Hong Kong, in a move to strengthen its leveraged and acquisition finance practice.

Young’s practice is focussed on international cross-border banking transactions, particularly in the Vaishali Sharma areas of leveraged acquisition finance, telecoms finance and syndicated lending, advising both sponsors/borrowers and banks. Some significant deals that Young has led include advising a group of 10 commercial banks in the US$2.75bn acquisition by Lion Power of Temasek’s Senoko Power – the largest power asset financed on a limited recourse basis in Asia and the largest Singapore purchase price for a power asset.

In 2009, Ashley also led the Allen & Overy team which advised the ten banks on the US$1.9bn refinancing of existing debt from the Lion PowerSenoko Power acquisition. Both transactions were amongst the largest financings in Asia at the time.

Clifford Chance

SNR Denton

SNR Denton announces CC’s COO coup Recently merged entity SNR Denton has enticed Clifford Chance US chief operating officer Sally King to switch camps, taking up the role of global chief operating officer with the firm effective from late October 2010. In her newly created role, King will implement and manage the support structures and resources needed for the integration of the newly combined firm. She will divide her time between office locations in Singapore, Africa (12), Russia (5), Middle East (10), Europe (4), UK (2) and US (14).

SNR Denton officially launched its merged combination of legacy firms Sonnenschein Nath & Rosenthal and Denton Wilde Sapte on 30 September.

Its office in Singapore is led by banking & finance partners Jonathan Solomon and Matthew Cox.

25

News | regional update >>

Regional updates

CHINA

26

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

Online Map Services: Can Private Operators Compete with the Chinese Government Website?

The recently launched mapping website of the Chinese government, MapWorld (tianditu.cn), has been widely reported in the press as an attempt to preempt private Internet content providers, and especially foreign services such as Google Earth and Google Maps, from capturing Chinese users’ demand for online interactive maps.

Foreign investment in online mapping and location-based services is restricted by regulations of the State Bureau of Surveying and Mapping (the “Surveying Bureau”), which apply in addition to the general regulatory framework for foreign investment in telecommunications services. The Surveying Bureau prohibits foreign investment in certain map-related services (including digital navigation) and limits foreign ownership in all others to 49% of the registered capital of the service provider.

In addition, all providers of online mapping services in China must be licensed by the Surveying Bureau. On May 10, 2010, the Surveying Bureau issued a Notice regarding the Standards for Specialized Online Mapping Service (the “Notice”), which sets more onerous requirements for obtaining a license for online mapping services.

Most importantly, the Notice changes the scope of services for which a Class A must be obtained from the Surveying Bureau. Under the Notice, only a holder of a Class A license may provide download services for maps. Class A licenses are issued by the Surveying Bureau at central government level (whereas Class B licenses are issued at provincial or lower level). The Surveying Bureau also requires that its provincial level counterparts must approve all maps posted online.

These licensing and approval requirements would not be an obstacle to the launch and development of a government sponsored service like MapWorld, but may be more difficult to satisfy for private and foreign-invested competitors. To date, only 40 companies (including a joint venture established by Nokia) have obtained a Class A license for online mapping services.

Value-added map-related services may also suffer from pervasive government concerns about the security risks associated with readily available geographical information. Thus, the Surveying Bureau issued a notice on December 28, 2009, requiring service providers to take effective measures to regulate the uploading of users’ tagging information, monitor the points of interests tagged by users regularly and ensure that all relevant information is in compliance with applicable laws and regulations.

Every six months, the online mapping service provider shall file the new points of interests for the record with the local counterpart of the Surveying Bureau.

Written by Hans-Günther Herrmann, Counsel Yi Hu, 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

Philippine PPP Center Established In line with his administration’s avowed policy of focusing on public-privatepartnerships as a way of addressing the Philippines’ infrastructure needs, on September 9, 2010, President Benigno S. Aquino III issued Executive Order No. 8, renaming the existing Build-OperateAsian Legal Business ISSUE 10.12

News | regional update >>

Transfer (“BOT”) Center as the PublicPrivate-Partnership (“PPP”) Center and transferring it from the Department of Trade and Industry (“DTI”) to the National Economic and Development Authority (“NEDA”).

The reorganization is aimed at more efficiently and effectively implementing the Philippines’ development plans, by consolidating the coordination and monitoring of PPP programs within NEDA, the designated central planning agency for social and economic development and vested with oversight over the programming, implementation, monitoring and evaluation of the government’s programs and projects.

The PPP Center will be in charge of all PPP programs and projects including all the variants or arrangements under the BOT Law and joint-venture agreements, among others. In the meantime, the DTI is tasked with the promotion and marketing of BOT/ PPP projects.

The PPP Center has the following powers and functions: a) Conduct project facilitation and assistance to the national implementing agencies, including government corporations, and local government units (“LGUs”) in addressing impediments or bottlenecks in the implementation of PPP programs and projects; b) Provide advisory services, technical assistance, training and capacity development to agencies/LGUs in PPP project preparation and development; c) Recommend plans, policies and implementation guidelines related to PPP in consultation with appropriate oversight committees, implementing agencies, LGUs and the private sector; d) Manage and administer a revolving fund for the preparation of business case, prefeasibility and feasibility studies and tender documents of PPP programs and projects; e) Monitor and facilitate the implementation of priority PPP programs and projects of agencies/LGUs which shall be formulated in coordination with the NEDA Secretariat; f) Establish and manage a central database system of PPP programs and projects; g) Recommend improvements to timelines in processing PPP programs and project proposals, and monitor compliance of all agencies/LGUs; h) Prepare reports on the implementation of the PPP programs and projects of www.legalbusinessonline.com

the government for submission to the President at the end of each year; and i) Perform such other functions which may be critical in expediting and implementing effectively the PPP programs and projects of the government.

The PPP Center is mandated to complete the processing of all qualified solicited PPP proposals within a period of six months.

Written By Marie Corinne T. Balbido Senior Associate 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 mctbalbido@syciplaw.com

SINGAPORE

Carbon Market in Singapore In conjunction with the Singapore International Energy Week (21 October – 4 November, 2010), the Singapore government announced its intention to introduce carbon pricing if a global treaty is reached to curb carbon emissions.

The two likely approaches are capand-trade systems and carbon taxes. A cap-and-trade system sets quantitative targets for emission reductions for a period of time and allows companies to buy and sell “rights” to produce the targeted emissions. The carbon tax implements tax levy on products or activities that result in carbon emissions arising from the consumption of fossil fuels. Carbon tax is viewed to be easier to be implemented and require a smaller bureaucratic overhead as it could utilise on existing methods of tax collection. A cap-and-trade system would require new structures to support the distribution of permits and extensive monitoring to track emissions statistics.

The cap-and-trade system will present Singapore with unique opportunity to

tap into the fast growing global carbon trading market, estimated to increase in value from EUR90 billion in 2008 to EUR1.2 trillion by 2020. Asia region will play a crucial role in carbon market with investments in renewable energy in Asia at an all time high and emissions trading schemes and stronger policies being developed in the region. The adoption of cap-and-trade may have positive effect on carbon trading activities through securities markets, and the creation of new classes of carbon derivatives and securities. The Singapore Merchantile Exchange (SIMEX), an electronics platform for derivative contracts, plans to offer trading of carbon emission in future depending largely on the global trends and political conditions.

Given the limited influence, Singapore would have to adapt to whatever pricing regime is eventually adopted globally. As the major international financial centre, Singapore could become a carbon trading hub and has recently attracted leading carbon trading companies, such as Tricorona and Gazprom by offering grants for carbon credit projects and enhancement of tax incentives.

While London is widely viewed as the carbon trading capital of the world, there are now other growing hubs in the Asia and could develop into regional or domestic carbon markets. For example, New Zealand has established its own carbon trading system, and countries like Japan and South Korea are in the process of doing so, which could promote trading in the region.

In short, the global carbon market holds exciting opportunities and challenges.

How the market will develop and shape would depend not just on how the regulatory environment would evolve, but also how market players would respond.

But whatever the eventual environment, the regulatory policy in Singapore shall be well placed to leverage on this growth opportunity.

Written by Mr Nicholas Chang and Ms Tan Chin Yee Mr Nicholas Chang Corporate Finance Executive Ph: (65) 6322-2236 | Fax: (65) 6534-0833 E-mail: nicholaschang@loopartners.com.sg and Ms Tan Chin Yee Legal Associate (Corporate Practice) Ph: (65) 6322-2238 | Fax: (65) 6534-0833 E-mail: tanchinyee@loopartners.com.sg www.loopartners.com.sg Loo & Partners LLP 16 Gemmill Lane Singapore 069254

27

News | regional update >>

Vietnam

Vietnam State Bank Restricts Gold Loans Vietnam is believed to belong to the top five countries with largest gold reserve. The gold market remains, however, very unstable and vulnerable to the ups and downs of the world’s gold market. In an effort to tame the country’s gold market, change the people’s habit of storing gold and reducing the relevant risks in gold transactions, the State Bank of Vietnam issued Circular No. 22/2010/TT-NHNN (“Circular 22”). Signed and immediately taking effect from 29 October 2010, Circular 22 regulates the capital deposit and lending in gold at credit institutions, by introducing stronger restrictions.

Under Circular 22, all credit institutions may mobilize gold only by granting securities instead of gold saving accounts, which had been the case until 28 October 2010.

Furthermore, credit institutions may provide clients with gold loans only for the purpose of manufacturing (processing) and trading gold jewelry.

Accordingly, granting loans for manufacturing and trading gold bars is prohibited.

For gold gained from loans until the issuance of Circular 22, credit institutions may not convert gold into cash or other monetary instruments for commercial purposes. In addition, all credit institutions are required to fix interest rates for fund mobilization and loan of gold in accordance with the market demands, borrowers’ creditability and demands. Such rates must be publicly listed and adjusted in accordance with other laws and regulations.

Although Circular 22 is not retroactively applicable to gold mobilization or loan transacted before 29 October 2010, it requires that any

28

leftover funds converted from such mobilized gold until the effective date of Circular 22 must be gradually reduced and completely liquidated no later than 30 June 2011.

With the restrictions newly introduced, Circular 22 is hoped to reduce the mobilization and loan of gold, thus remedying a number of shortcomings of gold circulation in Vietnam as well as reducing the risks of liquidity and interest rate faced by credit institutions engaging in gold trading.

The country’s gold market, however, has seemingly been paying more attention not to Circular 22, but to other voices. The Vietnam Dong has been continually weakened and gold price in the world’s market has been continually on the rise. These appear to keep gold, if not a profitable channel, a safe bay for financial reserve in the country. The restrictions introduced

by Circular 22 are obvious; the desired effects are still in doubt. Vietnamese people’s billions of US$ in gold appears to be hold, waiting not to be restricted or prohibited, but mobilized.

Written By Le Nguyen Huy Thuy, Partner 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 thuy.le@indochinecounsel.com www.indochinecounsel.com

MALAYSIA

Enforcement Of Foreign Arbitration Award In Malaysia Under The Convention On The Recognition And Enforcement Of Foreign Arbitral Awards Act 1985 The purpose of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards Act 1985 (“CREFA”), which came into force under Malaysian law on 3-2-1986 (and has since been repealed by the Arbitration Act, 2005), was to give effect to the provisions of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“NYC”).

In Lombard Commodities Ltd v Alami Vegetable Oil Products Sdn Bhd [2010] 1 CLJ 137, an issue arose on the right of a party to enforce an arbitration award obtained in the United Kingdom pursuant to section 27 of the Arbitration Act, 1952 read with section 3(1) of CREFA. The Malaysian Court of Appeal held that due to the failure of the Yang Dipertuan Agong in issuing a Gazette Notification pursuant to section 2(2) of CREFA to declare that the United Kingdom is a party to the NYC, it rendered a convention award made in the UK unenforceable in Malaysia according to the summary method of enforcement available by virtue of section 3(1) of CREFA. The Malaysian Court of Appeal felt that it was bound by the earlier decision of the Court of Appeal in Sri Lanka Cricket v World Sport Nimbus Pte Ltd [2006] 2 CLJ 316. In the circumstances, the available method of enforcement would be for the arbitral award to be registered as a judgment Asian Legal Business ISSUE 10.12

News | regional update >>

in the relevant jurisdiction, and then to seek registration of that judgment in Malaysia pursuant to the Reciprocal Enforcement of Judgments Act 1958.

The Federal Court in Lombard overruled the Court of Appeal decision and held that Sri Lanka Cricket is no longer good law. The Federal Court held that the Gazette Notification is merely an evidential tool of assistance to Court and could not be regarded as a precondition before an award made in a Contracting State can be enforced under CREFA. Under the Arbitration Act 2005 which is currently in force, the position in Malaysia has been simplified and is now consistent with the UNCITRAL Model Law, in that an award from a foreign State, i.e. a State which is party to the NYC, shall be recognized as binding and may be enforced by entry as a judgment in Malaysia.

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 Elaine Yap, Partner Mohd. Arief Emran bin Arifin, Senior 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 elaine.yap@wongpartners.com arief.emran.arifin@wongpartners.com

www.legalbusinessonline.com

INDonesia

Financial Services Authority - A New Polemic Due to the time constraints for the establishment of an independent financial services authority (the Otoritas Jasa Keuangan or OJK) by the statutory deadline of 31 December 2010, in accordance with Indonesian Banking Law (“IBL”), the House of Representatives is currently undertaking massive efforts in order to pass the OJK law. Since July 2010, the draft OJK law has been under the review of and discussions by the special committee level of the House of Representative.

In the future, following the enactment of OJK law, the supervisory and regulatory powers of Bank Indonesia in relation to banking institutions and the Financial Institution Supervisory Agency (BAPEPAM-LK) for other non bank /other financial institutions will be transferred to OJK. Based on the current draft of the OJK law, OJK will have the regulatory and supervisory powers over all banking and non-banking financial institutions, including securities companies. In the original draft OJK law, OJK also has discretionary powers to order the transfer of asset portfolios held by the said institution if OJK is of the opinion that the relevant financial institution does not have the competency to manage its assets or has seriously infringed the Indonesian financial regulations.

Currently, Bank Indonesia has raised several objections to the transfer of its supervisory and regulatory authority over banking institutions to this independent body. From Bank Indonesia’s point of view, the establishment of OJK will interfere with its function as the central bank and monetary authority which requires Bank Indonesia to access all relevant accurate and real time information in order to effectively issue banking

regulations and policy. Bank Indonesia has proposed a number of alternatives including the establishment of an autonomous supervisory body in Bank Indonesia (separate entity from the Board of Governors of Bank Indonesia) or by having Bank Indonesia’s representatives in the OJK’s Commissions.

Many experts believe that the haste to establish OJK is unwarranted since its establishment will have a major impact on and result in substantial changes to the financial system. Accordingly, it would be advisable for the government to amend the IBL provision to provide for a longer timeframe relating to the establishment of OJK. Written By Bagus Nur Buwono and Debu Batara Lubis Bagus Nur Buwono Partner, Bastaman Enrico E-mail: bagus@bastamanenrico.com Debu Batara Lubis Associate, Bastaman Enrico E-mail: debu@bastamanenrico.com 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

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profile | managing partner series >>

alb/Aderant 2010 managing partner series

Jeremy Pitts, Baker & McKenzie:

Long haul

J

eremy Pitts is getting used to the idea of spending much of the next few years of his life on planes and in airports across the world.

Within a week of being appointed as chairman of Baker & McKenzie’s Asia Pacific Regional Council, Pitts swiftly jetted to Vietnam, returned to his base in Tokyo, had a brief layover in Hong Kong, and was waiting to board a ninehour flight bound for Sydney.

Pitts, of course, has no problems with his schedule looking more like a commercial pilot’s rather than a commercial lawyer. He has plans to visit the Firm’s 14 offices in 11 jurisdictions to “facilitate regional interaction” and to better understand the evolving needs of clients across the region, a task that is admittedly easier now than it was only a few years ago given Asia’s increased importance in the new economic world order. Pitts shares his views on the region’s brightest prospects with ALB.

Markets and sectors to watch

In his new role, Pitts will be responsible for representing a region that, according to various estimates, contributes over a quarter to the firm’s global revenues.

And even though its 1000+ lawyers, 14 offices and almost fifty years of history in the Asia Pacific region gives it a presence that dwarves all others, Pitts believes there is room for improvement.

Pitts is no stranger to management at Baker & McKenzie— he served as the Firm’s Tokyo managing partner from 2003 thru 2008 and on the Firm’s Global Executive Committee since 2008.

He notes that, while the emergence of a new economic order centered on the importance of Asia has substantially increased competition among international players, it has also created a number of new opportunities.

30

“Some predict this will be the AsiaPacific decade. With various forecasts suggesting that Asia Pacific will be the fastest growing region in the global economy between 2010 and 2014, global multinationals based inside and outside this region will be very active,” he said.

Pitts believes that while mainstays of the past few years will continue, energy & resources deals will be very active as Chinese, Japanese and Indian companies look to resource-rich countries and regions like Canada, Australia, Indonesia, the Philippines, Latin America and Africa for resource supply or strategic assets. He singles out the energy (both conventional and renewable) and infrastructure sectors as two to watch, predicting that they will generate increasing interest from governments, project sponsors, developers and financiers in the months ahead.

Similarly, M&A in the pharmaceutical and banking & finance spheres, is also something the Firm will be keeping an eye on. In relation to the latter, he feels established Pharma players in Asia will increasingly look to outsource operations to labour-rich (and labourcheap) markets in the region in an effort to curb spiralling operational costs.

“M&A activity in the pharmaceutical sector is likely to be on the rise as pharmaceutical companies seek to increase market share, gain control of critical patents and enhance R&D,” he said. “Banking and finance work will be an area of rising importance, as Chinese banks continue to expand globally to support Chinese investment.”

Specialisation

However, just as important as identifying new and potentially lucrative areas of practice is improving one’s service and offering the basics. Here, Pitts says that

specialisation, knowing the markets and industries in which your clients are operating is as critical as knowing the laws, codes and rules. The real “valueadd” of a firm comes from its ability to strike a balance between global coverage and local knowledge.

“At a broad level, the ability to deliver services in a fluent way throughout the region is what clients look for,” he said.

“International firms are good at doing this but some lack the strong local knowledge.

Local firms do have this but don’t have the capacity. The key is finding the balance.”

Financial crisis response

Baker & McKenzie was one of a number of international law firms to launch a discrete practice designed to help clients deal with the legal issues relating to the global financial crisis. It’s almost two years since the creation of the Firm’s Global Financial Restructuring Initiative (GFRI). Just how successful was it?

Pitts noted that while the Firm secured a number of mandates as a result of GFRI (and one of the most significant mandates was the US$11.5bn restructuring of Kazakh bank BTA Bank), of greater importance was the role it played in helping the Firm get closer to its clients.

“The GFRI really helped us to obtain a deeper understanding of what our clients were going through after things like Lehman,” Pitts said. “It has put us in a better position to respond to their needs even now that the economic conditions have improved.” ALB Asian Legal Business ISSUE 10.12

Cover | In-house 25 >>

It’s time to pay tribute to the in-house lawyers who have distinguished themselves and the legal profession over the past year — and also to ponder the challenges they are facing

METHODOLOGY: How ALB found Asia’s best ALB conducted a survey of private-practice lawyers across 10 jurisdictions in the Asia-Pacific region, asking them to nominate who they considered to be the pre-eminent in-house counsel in their own jurisdiction. This was based on a range of factors which included deals undertaken, knowledge of the law, business acumen or even just who they respected and most enjoyed working with. Combined with ALB’s own research, the result is a list of 25 of Asia’s most dynamic corporate counsel

32

I

t’s that time of the year again.

After a survey of over 100 lawyers located across Asia-Pacific, ALB has unearthed 25 of the most outstanding in-house legal counsel in the region. We bring them together in the following pages to recognise their achievements, reward them for their hard work, and gain some insight into their challenging roles.

The In-House 25 testifies to the fact that it’s not easy being an inhouse lawyer, contrary to prior opinions. Once viewed as the lifestyle option when compared with private practice, in-house lawyers in Asia’s rapidly developing markets are working just as hard as their private

practice counterparts, seeing their responsibilities grow to straddle an ever-wider range of legal challenges.

In-house lawyers are doing it all – M&As, JVs, IPOs or follow-on offerings, protecting their company’s intellectual property and interests in disputes, managing regulatory compliance and legal advocacy. Today’s top internal counsel are strategic risk managers not contract reviewers, and play an integral part in business decision-making – not just signing off on decisions and picking up the pieces later on.

Our In-House 25 hail from a wide variety of jurisdictions; from developed markets in Hong Kong, Singapore Asian Legal Business ISSUE 10.12

Feature | In-house 25 >>

A snapshot: This year’s ALB In-house 25 Name

Company

Position

Location

Benilda Tejada

Development Bank of the Philippines

General counsel

Philippines

Chi Fei Meng

CIMB Group

Head of legal

Malaysia

David Lamb

Hong kong Land

General counsel

Hong Kong

Deborah Marris

ANZ Bank

General counsel: Asia-Pacific, Europe and America

Australia

Edward Gilbert

Shinsei Bank

General manager, principal transaction sub-group

Japan

Guo Lijun

China Eastern Airlines

General manager, legal department

China

Himavat Chaudhuri

NDTV Imagine

Executive director and senior counsel

India

Jean-Pierre Limandas

Dragages

General counsel Asia

Hong Kong

Jeffrey Alam

Noble Group

Group general counsel

Hong Kong

Karen Ip

Goldman Sachs

Executive director and senior counsel

Hong Kong

Ken Fagan

DBS Bank

General counsel

Singapore

Kit Wilson

JP Morgan Hong Kong

Head of legal and compliance

Hong Kong

Leonard Turk

MTR Corporation

Legal director and secretary

Hong Kong

Low Sai-Choy

CapitaLand Limited

Senior vice president, legal and company secretary

Singapore

Marwan Kiswani

Al Ghurair Group

Chief legal and compliance officer

UAE

Mitsuro Claire Chino

Itochu Corporation

General counsel

Japan

Philip Quirk

Morgan Stanley MUFG Securities

Managing director, legal and compliance

Japan

Richard Thurston

Taiwan Semiconductor Manufacturing Company

Senior vice president and general counsel

Taiwan

Sharifah Shah

City Development

Head of legal department

Singapore

Stanley Lo

Paul Y Engineering

Group general counsel

Hong Kong

Tan Gim Boon

Axiata Group Bhd

Group general counsel

Malaysia

Tong Kay Tak Tom

GCL Poly

Vice president and general counsel

China

Veronica Lai

Starhub Group

General counsel

Singapore

Wan Quan

Geely

Director, legal department

China

Yu Lemin

Sinochem

General manager, legal department

China

and Japan to constantly evolving (and sometimes uncertain) markets in China and India. The lawyers represent a cross-section of sectors including health, real estate, banking, technology, shipping, energy and consumer goods. Some have worked on precedent-setting transactions, while others have quietly built up strong legal teams, ensuring continual compliance of their organisation and also influencing the passage of legislation.

What can we learn from the best of the best? We can see that the functions of internal counsel are becoming increasingly sophisticated. In-house departments across the region are www.legalbusinessonline.com

growing rapidly and these lawyers must act as solution-finders, not roadblockers. Private-practice lawyers can also learn a thing or two about how inhouse lawyers are becoming discerning about their external providers. They want commercial solutions – not recitations of the law – as well as prompt and efficient service and flexibility on fees.

Regardless of original jurisdiction or industry sector, ALB would like to congratulate all of this year’s InHouse 25 for continuing to push the standards of this important legal role to greater heights in Asia-Pacific.

We wish all of our internal counsel continued success! ALB

“In-house lawyers want commercial solutions – not recitations of the law – as well as prompt and efficient service and flexibility on fees”

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Cover | In-house 25 >>

Deborah Marris GC (Asia-Pacific, Europe and America) ANZ Bank

Guo Lijun general manager of the legal department China Eastern Airlines

Tong Kay Tak Tom vice president and general counsel GCL Poly

Yu Lemin general manager of legal department Sinochem

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t was a double act at the 2010 ALB Australasia Law Awards for the ANZ bank: Asia-Pacific GC Deborah Marris was voted ‘Australasian In-house Lawyer of the Year’ while her trans-Tasman colleague Debra Blackett and her team won the award for ‘NZ In-house Team of the Year’.

Marris, who also has responsibility for the legal function in ANZ’s Europe and American operations, has built ANZ’s Asia legal team from three lawyers to 45 – a capacity which must have come in handy during last year’s US$550m acquisition and integration of selected RBS retail,

wealth and commercial businesses across multiple Asian jurisdictions.

Complicating the transaction was the nature of the deal – an asset and liability acquisition rather than an equity acquisition – and the fact that the deal was signed in August 2009 and closeure across all six markets was required by 31 July 2010.

“You have to pick up every asset and every liability and move it individually, as most countries did not provide a transfer mechanism,” explains Marris.

“Obtain [customer] consent – it was a huge process.

I still find it staggering that we’ve managed to do it.”

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he winner of the 2010 ALB ‘Chinese Company In-house Team of the Year’ Award has had a busy and exciting year. The 22-strong team, led by department general manager Guo Lijun, has assisted the company in successfully raising RMB14bn through A-share and H-share equity placements, and advised on its absorption of Shanghai Airlines via share swap – a high-profile and complex transaction involving an RMB16bn asset acquisition. Among many other significant projects and programs, the team has also participated in more than 50 aircraft transactions with a total value of US$10bn and has been involved in the negotiation and preparation of the company’s joining to the SkyTeam Alliance. Guo is also in the process of establishing a dedicated external legal panel. The new legal panel will appoint a mix of accredited specialist, top-tier

full-service and lower-cost mid-tier firms to provide the company with quality legal advice, greater choice and flexibility. “The new system aims to drive efficiency and cost-effectiveness of legal outsourcing, and to ensure the most appropriate firms are engaged to perform legal work in particular service areas that reflect their core strength and expertise,” said Guo. 40% of the panel firms will be foreign firms from different key jurisdictions where the company operates in. “International firms will be increasingly useful to Chinese companies that are having more international exposure and increasingly having to handle legal matters outside the country.”

Firms used most often are Grandall, Allbright, Hongqiao Zhenghan, O’Melveny & Myers, Baker & McKenzie, Sullivan & Cromwell, Davis Wright Tremaine, Freshfields, and Clifford Chance

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hrough a series of landmark transactions in recent years, GCL-Poly has become one of the largest players in the world’s solar power industry.

Its in-house legal team has, therefore, transformed into a vital and value-adding part of the business.

The past 4 years, in particular, have seen the team playing an instrumental role in the company’s milestone developments, including its 2007 IPO on Hong Kong Stock Exchange, the acquisition of Jiangsu Zhongneng Polysilicon Technology Development and Konca Solar, and US$760m investment by China Investment Corportation.

The US$3.4bn acquisition of Jiangsu Zhongneng in July 2009 opened another new exciting chapter of the company’s growth and was awarded ‘M&A Deal of the Year’ at the 2010 ALB China Law

Awards. The in-house team coordinated a large number of law firms and ensured the successful completion of this highly complex deal, which involved 30 parties and was the largest M&A deal in Asia in 2009.

Firms used most often include Jun He’s Shanghai office, Grandall (Beijing), Zhejiang Sunshine, Hong Kong’s Gordon Ng & Co, international firms Milbank Tweed, Hogan Lovells and Freshfields and offshore firm Conyers Dill & Pearman. “We value external counsels’ extensive expertise and knowledge in many other areas of the law. Their logistics, know-how, precedents and experience in solving similar legal issues are invaluable to us. The in-house counsels are there to identify and leverage these advantages and design innovative solutions”

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Australian-based Nufarm.

According to Yu, Sinochem Group’s policy requires a stringent procedure of “beauty contest” in selection of outside counsels. On recent deals, firms engaged by the group include Vincent & Elkins, Baker Botts, Freshfields and Blake & Dawson.

“It’s an increasingly competitive legal business world. Size does not matter and each firm has their own strengths and limitations. The top-tier and most well-known firms are not necessarily the best choice for your business. You need to find a right firm for a right deal,” Yu said. “In general, the firms we work with must be professional, efficient and cost-effective. What we dislike the most are those ‘milking’ or ‘wheel-churning’ practices which more often are seen in international law firms.”

he 10-member in-house legal team at the headquarters of Sinochem Group is highly regarded among peers and private practice counterparts, particularly for their extensive experience advising on many major outbound M&A transactions. The legal department, headed by general manager Yu Lemin, has been closely involved in and competently handled a very long list of the group’s investment and acquisitions across the energy & resources, chemical and agricultural sectors in and outside China. Recent deal highlights include: the US$3bn acquisition of Statoil Petróleo Brasil, the US$787m acquisition of UK-listed oil and gas explorer Emerald Energy PLC, the US$465m acquisition of SOCO Yemen Pty Limited, and the US$2.8bn takeover bid for

Asian Legal Business ISSUE 10.12

Feature | In-house 25 >>

Wan Quan director of legal department Geely

Edward Gilbert General Manager, Principal Transactions Sub Group Shinsei Bank

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he Zhejiang-based car maker has been in the public spotlight over the past years and has become a global household name. But what is not so easily recognised is that its 40-member in-house legal department has been a crucial part of the management and has been providing critical support in recent landmark transactions and cases.

“Since the department was established in 2002, its function has been evolving from an external counsel facilitator in litigation cases into a strategic advisor to senior management on issues ranging from risk management to contract review to IP protections and investment and beyond,” said legal department head Wan Quan, who has 25 years legal practice experience and served as managing director at one of the country’s first law firms handing foreign-related matters.

The most noticeable transactional work the team has undertaken is probably Geely’s US$1.8bn acquisition of Swedish premium brand Volvo from Ford Motor. The deal, which is the biggest overseas acquisition by a Chinese

automaker to date, not only gives Geely a critical edge in its home market but also helps it make a major inroad into the European and North American markets. “In domestic M&A transactions, the in-house legal team usually handles most of the legal work and will engage law firms for deals that is characterised by a high level of complexity,” said Wan. On the Geely-Volvo deal, working alongside Wan’s in-house team was a strong team of legal advisors, including international firm Freshfields and PRC firm Haiwen. Apart from advising on complex issues relating to IP agreements and R&D arrangements, corporate, tax, finance and employment law, the legal advisors also handled merger control filings and antitrust related issues across more than 10 jurisdictions, including the European Union, US, China, Russia and Australia. Prior to the acquisition, Wan and his team provided support to the company’s issuance of US$243m convertible bonds and warrants to an affiliated fund of Goldman Sachs in preparation to the bid for Volvo, with Sidley Austin acting as the international legal advisor.

• Key stats n the institutional bank and in the legal department combined we have about 10 professionals. We manage oversight of transactions in jurisdictions as varied as Spain, Germany, Great Britain and the United States, though most of the work that we do is Asiacentric.

• Improving private practice The most effective outside counsel are those that understand the business of their client.

The most effective resolutions of outstanding legal issues are those that keep the goals of the business foremost in mind.

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• Major accomplishments over the last 12 months We were very proud of finalising the ANA Hotel Portfolio Restructuring (closing 1 October, 2010) which was a win/win for all parties involved. In addition over the last year our team has worked out major loan positions on a variety of assets, sold down a number of non-core assets around the world, as well as managing the legal issues involved with major new initiatives.

010 has been a busy year for Kiswani and his seven strong team. In charge of the Dubai-based conglomerates legal affairs across Chief Legal & a number of countries including the UAE, Oman, Egypt, Australia and Hungary, Kiswani Compliance cites the acquisition of a UK-based company Officer as the team’s major transactional achievement Al Ghurair of the past 12 months. Kiswani says that Group there are a real dearth of competent litigation lawyers in the UAE, and even the good ones sometimes fail on the basics. “External lawyers, especially those working for us in foreign jurisdictions, need to good, sound, commercially acceptable advice in good time. These may sound like basics, but very few get them right,” he said. The next twelve months are sure to be just as hectic for Kiswani. Not only does he plan tie the legal function more closely to the company’s corporate structure, but also plans to implement a precedent and standardisation process which he says will safeguard against “reinventing the wheel” when it comes to commercial transactions.

Marwan Kiswani

www.legalbusinessonline.com

• Major challenges facing corporate counsel in Japan As cost saving measures increase, cutbacks in in-house legal numbers can occur.

Unfortunately, not having appropriate counsel available in-house to help manage legal issues can be very expensive in the long term.

• Priorities for the next 12 months Continue to assist in right-sizing the bank and adapting the bank to the new markets that it is seeking. We are hopeful that the next year will be less eventful than the last three years!

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hah and her team were actively involved in some of Singapore’s most innovative deals of the last 12 months. The team assisted Head of Legal City Development’s and its wholly owned Department subsidiary, Citidev Nahdah, in the issuance of Trust Certificates under Citydev Nahdah’s City S$1bn Islamic Trust Certificate Programme Development under the Shariah financing principle of Ijarah. The first issuance under the program was of S$100m 3.25% Trust Certificates due 2010, and the second issuance was of S$50m 3.565% Trust Certificates due 2013. Despite facing an unprecedented global economic crisis, CDL managed to successfully draw-down on the Programme on two separate occasions in 2009. To date, CDL remains the only corporate issuer in Singapore to be able to successfully draw-down under an Islamic Trust Certificate Program, illustrating the success of CDL in obtaining financing through a non-traditional avenue. The program is the pioneer corporate capital markets transaction for Singapore’s Islamic financial market.

Sharifah Shah

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Cover | In-house 25 >>

Karen Ip Executive Director & Senior Counsel Goldman Sachs Legal Department

• Key stats am a member of the Asia-ex-Japan Legal Department in Goldman Sachs, headed by our General Counsel Gareth Bater, which comprises of lawyers, paralegals, ISDA negotiators, analysts, and assistants. I am one of the coverage lawyers for Goldman Sachs’s principal investment businesses in the Asia-Pacific region.

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• Major accomplishments over the last 12 months I am very fortunate to be working with a team of talented lawyers in GS Legal in AEJ and other regions. It would be more appropriate to highlight the team’s overall achievements and efforts over the past 12 months. We advised the business on a number of complex transactions and initiatives, including landmark IPOs and significant M&A advisory work, expansion of fixed income and equities product offerings into new markets, expansion of our investment management activities, the making of private equity investments, and other firmwide strategic initiatives. It has been a very rewarding experience working with the business teams on some of the more challenging transactions.

Richard Thurston Senior VP and General Counsel Taiwan Semiconductor Manufacturing Company

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s the world’s largest contract semiconductor maker and fifth largest semiconductor company by revenue, with manufacturing facilities and customers across the globe, Taiwan Semiconductor Manufacturing Company (TSMC) it is no surprise the company relies heavily on its inhouse legal team of 60+ professionals.

Thurston says his team aspires to deliver advice that goes beyond compliance – to translate legal concepts into concrete action.

This ethos is perhaps evident in what he singles out as the team’s major achievements over the past 12 months. In 2009, for example, the legal team designed and implemented an automated system enabling compliance with complex export control laws regulating sensitive technical information. The team is regularly consulted by the Taiwanese government for legal opinion on revisions to commercial laws, including those relating to politically sensitive

part from supporting Starhub’s business units in regular commercial contracts and General Counsel business-as-usual activities, the Lai’s team Starhub Group undertook legal support for several significant projects. In addition to handling striking numerous agreements in relation to the telco’s international submarine cable programs, the team also worked round the clock doing what Lai terms “mammoth” due diligence in connection with the company’s repackaging of its cable TV offering. A hectic transactional year notwithstanding, Lai and her team also actively provided legal support and input on countless industry initiatives. “We believe that it is socially responsible and important to do our part, and give our support towards measures that will raise the legal standards in Singapore,” she said.

Veronica Lai

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Stanley Lo Group General Counsel Paul Y Engineering Group

• Improving private practice Law firms who have good institutional relationships with us and have a good understanding of our culture do bring a great deal of “value add” – their advice is more commercial and practical. For transactional work where we externalise the legal execution work to law firms, it is helpful when external counsel acts as our “eyes and ears” and flags any significant legal or reputational risk to us early on in the deal, so that we can work together with the business team to come up with solutions and alternative structures.

• Major challenges facing corporate counsel in Hong Kong Being able to adapt quickly to business changes across the various jurisdictions in the region that may be brought about by regulatory reforms and market conditions.

• Priorities for the next 12 months We look forward to continuing to support the principal investment businesses on a variety of matters. Continuing to develop our relationships with law firms across the region will undoubtedly be key as well.

Mainland China subjects. The attorneys also worked with regulators to ease restrictions against exporting semiconductor technologies to China, and were the first Taiwan company to gain approval to establish a chip plant in China. Again, in June 2010, they were first to win approval to own shares in a Chinese semiconductor firm; opening doors for other Taiwan companies.

The legal team paved the way for TSMC’s expansion into “green’ businesses with two major M&A deals in 2010: major equity stakes in Taiwan solar company Motech and US solar panel maker, Stion. With minimal outside counsel involvement, the legal team enabled the entering into agreements for equity investments, technology licensing, supply, and joint development. Thurston and his team have also been active on the IP enforcement front – a crucial part of their activities as the company owns around 13,000 patents across the world.

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o’s five-strong legal team oversees the Group’s legal interests and advises on both non-contentious and contentious aspects of its construction business worldwide. Over the past twelve months the team has worked with external counsel to develop realistic commercial strategies in the area of dispute resolution.

• The next 12 months High on Lo’s agenda is legal education. The team arranges training workshops (sometimes with law firms and barristers) for construction frontline staff on subjects such as business ethics and non-adversarial dispute resolution, and this will be expanded in the year ahead.

Asian Legal Business ISSUE 10.12

Feature | In-house 25 >>

Himavat Chaudhuri Executive Director & Senior Counsel NDTV Imagine

• Key stats lawyers in our team, at Turner General Entertainment Networks India, all with private practise and media industry experience.

Our major revenue focus is India, so as a team we dedicate most resources to it. Post the change in ownership of our company, we work with Turner Broadcasting System Inc. legal teams worldwide for other territories important for our commercial teams.

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• Major accomplishments over the last 12 months The media industry is a very dynamic environment to work in – today’s learning’s don’t guarantee success tomorrow – and in fact in most cases with changes in technology taking place, and with the way the people consume media, no one can really say what will work in 5 years time – it is an industry which prepares a person to welcome and embrace change – it’s an industry in which young people are blazing a path to success. And in addition to changes in the industry, we have had very significant changes in our company over the

Kit Wilson

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last 12 months – from being owned by NDTV, which is Indian owned and very respected in the news space, we are now owned by media mammoth Turner Broadcasting System Inc, which is a Time Warner company. The whole process of managing the transaction, from due diligence to working on acquisition documents from the sellers side, and the process leading to closure made sleep such a cherished memory. And post closure, the whole process of integration into the world wide operations of Turner and Time Warner has been very interesting. And while all these changes have been taking place, the Indian legal and regulatory environment hasn’t slowed down – regulations and policies of a myriad of government authorities need to be implemented and more importantly watched out for, people litigating in courts on frivolous claims to assert individual rights or press other interests is a daily professional hazard.

And finally on a very positive note, India is famous for its outsourcing industry – and we had our first experience working with it – we worked with a LPO on some content acquisition documents – and all I can say it was a richly rewarding experience – we got high quality, cost savings and timely delivery of the information in just the way we wanted it, and in fact better than what we wanted it.

• Improving private practice The most important contribution for private practise leaders is to have industry expertise and knowledge of the latest developments in the business. That saves time for in house counsel in explaining business workings, and significantly increases the speed of transactions.

Commercial understanding of the business, and the pressures and challenges of business, and going beyond the purely legal interpretation of laws, regulations and situations are highly valuable and a huge deciding factor for working with a firm. While private practise offers great advice to companies, sometimes the costs make it prohibitive to reach out to them – therefore, a flexible billing approach would be very helpful.

And finally, hope private practise doesn’t sort all of this out overnight – in house counsels still need their jobs.

he winner of this year’s ‘In-house Lawyer of the Year’ award at the 2010 ALB Hong Head of Legal & Kong Law Awards, Wilson had a busy year Compliance advising the company on the legal issues JP Morgan rising from its Hong Kong capital markets practice, but also on all regulatory inquiries and Hong Kong compliance matters. On the deal front, Wilson and his team advised on some of the region’s most high-profile transactions, initiatives and financial products. They advised JP Morgan in its capacity as lead sponsor and joint global coordinator on Wynn Macau’s US$1.89bn IPO, Glorious Property’s US$1.361bn Hong Kong listing, and the US$1.55bn KRX KOSPI float of Korea Life Insurance.

www.legalbusinessonline.com

• Major challenges facing corporate counsel in India The biggest challenge is to ensure that businesses accept and embrace the legal challenges in tough business environments, and value the legal advice given by their in house legal teams. The tougher the business environment is, the more the need to be competitive and meet customer demands – at such times any law or regulation that impacts the efficiency or speed of delivery of the business is seen as an impediment to the business – and the bad news is often delivered by in house counsel. Therefore, to tread the thin line between being seen as an obstruction to the business in a fiercely competitive environment versus adding value remains a challenge.

Secondly, the rapidly developing business environment is also leading to the development of equally important regulations and judicial precedents – keeping track and using them to one’s advantage remains a challenge. And finally getting young intelligent minds excited about joining in house remains – private practise offers so many varied deals to work on with such great compensation, that attracting the best talent to go in house is always a challenge.

• Priorities for the next 12 months There is of course a vibrancy in our business as a result of its new parentage, there has been a widespread increase in the activities being undertaken – therefore, just servicing the increased needs of the business with the available resources is the most important priority – every day presents a new challenge and a new opportunity – commercial teams are launching new shows which requires a whole range of legal documentation, they are looking at new ways to use technology and monetise it, and are pushing the boundaries to squeeze every extra bit of revenue available, and connect with the consumer. To simplify information and make it available more easily to the business leaders, and to introduce systems and processes and reduce the scope for human error remains a focus. And finally to keep focussing on cost and delivery deadlines for all the new projects being undertaken by the business – and keep embracing all the great tools that Turner and Timer Warner make available for lawyers.

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nother winner at the ALB Law Award series for 2010, the ‘Japan In-house Lawyer of the managing Year’ is not only responsible for all the transactions director- legal & handled by the ‘Morgan Stanley Investment Bank compliance In-house Legal Team’, but is also general counsel for all Japan operations at Morgan Stanley- a position Morgan from which he oversees the legal, regulatory and Stanley MUFG franchise issues that come up on both the private Securities public (sales and trading) sides of the Morgan Stanley Japan business.

Quirk’s positions makes him somewhat unique in Japan. He oversees not only the bank’s Japan legal coverage but also has a deep understanding of the various regulatory regimes across the Asia Pacific. He also sits on the executive committees of both Morgan Stanley Japan and Morgan Stanley Asia, meaning he is actively involved in a management capacity in relation to both Morgan Stanley entities, not just a purely legal, general counsel capacity.

Philip Quirk

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Cover | In-house 25 >>

Low Sai-Choy Senior VP, Legal and Company Secretary CapitaLand Limited Singapore

Chi Fei Meng

• Major accomplishments over the last 12 months t has been a busy 12 months for the CapitaLand Group legal team. Notable matters reported in the media include the US$3.2bn acquisition of Orient Overseas Development, which is the real estate arm of Hong Kong listed Orient Overseas International, the IPO of CapitaMalls Malaysia Trust which is the largest “pure-play” shopping mall REIT in Malaysia, the S$970m divestment of 28 serviced residence properties in Asia and Europe

by CapitaLand’s serviced residence arm The Ascott Group to Ascott Residence Trust and various fundraising activities including the issue of S$350m of fixed rate notes by CapitaLand under its S$3bn MTN Program and the issue of $300m of fixed rate notes by CapitaMall Trust under its S$2.5 bn MTN Program. Apart from transactional work, the team has also served the regulatory and compliance needs of the Group which includes nine listed entities and actively participated in various consultations on changes in the regulatory regime, including the reviews of the Companies Act and the Securities and Futures (Disclosure of Interests) Regulations.

The above achievements are a team effort: legal and secretariat officers and support staff located in the Group’s key offices in Singapore, China, Australia, France, Malaysia and Vietnam is committed to providing sound and commercially savvy legal and regulatory advice. I believe in continuous training to ensure that the team is up to date with the latest legal and regulatory developments and would like to thank the management of CapitaLand for its

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009/2010 was a busy period for Chi and her team by almost every measure. head of legal Not only was the company’s legal function CIMB Group restructured (CIMB Group Legal was split into 2 departments namely Group Legal – Commercial Banking & Corporate Affairs and Group Legal Investment Banking & Capital Markets. The reorganisation was to ensure a more efficient oversight of all legal matters within the respective businesses) but it was also one hectic on the transaction front in the company’s history.

The team played pivotal role in the US$3.3bn listing of Maxis Communication Berhad, oversaw the establishment of the CIMB Standard US$500m Islamic Infrastructure Fund and supported the company in its capacity as lead underwriter and joint bookrunner on the IPO of Indonesian bank PT Bank Tabungan Negara. As part of the regionalisation exercise after the merger of PT Bank Niaga Tbk and PT Bank Lippo Tbk and acquisition of the Bank Thai Public Company, Chi’s team also embarked on a standardisation process for internationally recognized documents for hedging purposes as part of risk mitigation – regionally across Thailand and Indonesia. Despite an enforceability risk in the latter on the collateral support documentation, they have addressed these by revamping the usual agreements adopted.

• The importance of knowledge sharing: The sharing of knowledge across the respective teams is a continuous ongoing process, and not merely in respect of standardisation of ISDA terms for corporations and financial institutions – this harmonisation is to enable maximum benefit from the legal perspective to the business.

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Jean-Pierre Limandas

support in professional development. On the personal front, I am also a founding member of the Company Secretaries Forum formed under the auspices of the Singapore Association of the Institute of Chartered Secretaries and Administrators and participate in consultations on various regulatory changes affecting listed entities.

• Law firms used most often In view of the diverse nature of its activities and its presence in many jurisdictions, CapitaLand works with the top tier Singapore and international firms. CapitaLand appoints external counsels based on their legal and commercial expertise, commercial nous, responsiveness and track record.

• Work most frequently outsourced Work that is outsourced include IPOs, major M&As, major capital and debt financing, major litigation, protection and enforcement of intellectual property rights and regulatory compliance in jurisdictions in which the team does not have local expertise.

• Improving private practice CapitaLand is one of Asia’s leading real estate companies participating in the entire real estate value chain which is constantly evolving and fast moving, CapitaLand expects its external counsels to understand the business and to keep pace with the latest developments in the industry so they can continue to serve the legal needs of CapitaLand in an innovative and yet legally accurate and thorough manner.

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lthough the company’s in-house team is somewhat smaller than others in the region (it only had two lawyers until general counsel September last year, but has since added a Asia third), Limandas and his team plays an integral part in Dragages operation and strategic Dragages direction. They advise the company on everything from securing projects for major infrastructural works and iconic landmarks, to management of contentious proceedings through to developing internal control procedures and everything in between. It should be noted that the scope of responsibility borne by the team is not just limited to Hong Kong. This same team is responsible for the legal affairs of Bouygues Construction (Dragages’ parent company) in Asia through five subsidiary companies, across six countries.

Limandas says that it is in the team’s culture and practice to be very “hands on” with all legal aspects of Dragages’ operations, from drafting complex interface agreements to advising on the corporate restructuring to leading negotiations on project financing.

In the last 12 months the team has played an integral part in the company tendering, negotiating, securing and implementing of more than HK$10bn worth of new construction projects in Hong Kong alone. The in-house team in Hong Kong has been working on such significant projects as the Kai Tak Cruise Terminal in Hong Kong, the SAR government’s HATS project, the MTR’s West Island Line package 703 and Singapore’s groundbreaking SportsHub PPP project.

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Feature | In-house 25 >>

Benilda Tejada

• Legal team at a glance: he DBP has a total of 38 lawyers, 16 of which are the Bank’s lawyers assigned in General counsel its branches/regional offices nationwide. DBP Development lawyers are trained and skilled in the areas of banking laws, litigation, foreclosure, loan & nonBank of the loan documentation, corporate rehabilitation and Philippines liquidation. Presently, the legal team is trending on capital markets and investment banking activities, especially in the upcoming issuance of the DBP Global or Euro Peso notes.

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• Major accomplishments over the last 12 months We have envisioned the Office of the Legal Counsel (OLC) of DBP as one that is in active partnership with all units of the Bank in order that we can make the DBP a viable development financial institution by providing competent and comprehensive legal services. This we have done so in the following continuing activities: • As part of OLC’s role to regularly keep Management and Bank personnel abreast with relevant current legal resources and to help ensure that Bank operations/transactions are in accordance with the law, OLC has published Issue Nos. 15, 16, 17, 18, and 19 of the Relevant Current Legal Updates.

These issuances are published via email to top management and heads of departments and contain recent or updated rulings from different regulatory bodies of the Philippines, containing a wide range of issues from banking transactions to other common issues of interest.

• To address unavoidable concerns in the delivery of competent legal services, OLC has conducted the legal management for marketing departments I and II, and the cash management department. This continuing activity of OLC has proven to be an effective mechanism in threshing out problems/other concerns with management and of maintaining good working relationships, thus ensuring responsive legal services to management and its clients.

• To maintain a good and effective working relationship among government agencies/bureaus and regulatory bodies with official transactions with the Bank, the OLC and the legal department of the Bangko Sentral ng Pilipinas (the Central Bank of the Republic of the Philippines) coordinated a forum organised on the occasion of the visit of the officers from Bangladesh Bank (the Central Bank of the People’s Republic of Bangladesh). This event provided an opportunity for an enlightened discussion and exchange of ideas on the challenges and issues facing regional banking in South-East Asia.

• To support OLC’s quest to strengthen the monitoring and supervision of court cases, OLC designed and implemented its own program referred to as the legal information system. This is a computerized system database of court cases and other proceedings filed by and against the bank and contain all the information from docket numbers to their respective status.

The LIS is regularly updated in order that senior management and other concerned bank officers are informed of recent developments of bank cases/ • Legal team at a glance: e have approximately 40 legal department members with legal functions. They are General Counsel in charge of all legal requirements from the Itochu core business sectors of Itochu Corporation (i.e., textile; machinery; ICT, aerospace and Corporation electronics; energy, metals and minerals; chemicals, forest products and general merchandize; food; finance, realty, insurance and logistics services; and new business development).

Mitsuro Claire Chino

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• Major achievements over the past 12 months We were the recipient of the ALB Trading Company Legal Team Award 2010 (Japan). Some examples of the major transactions that our department has worked on are as follows: • Investment into Niobrara Shale Oil Project in the US • Purchase of an additional interest in the Azeri-Chirag-Gunashli oil field development in the Azerbaijan sector of the Caspian Sea • Investment into Aston Resources Limited, Australia, which owns rights in www.legalbusinessonline.com

proceedings. Thus, with regular updates coupled with regular submission of hearing reports, the LIS is proving to be an effective tool in risk management.

• To familiarise the different units/departments of OLC’s role in the bank, OLC launched the OLC portal, an informative and interactive intranet link aimed to provide fast, simple, and comprehensive access to basic legal information relating to government banking transactions. The portal includes selected issued opinions and has expanded to include selected cases to regularly keep other units/departments of the bank abreast with relevant jurisprudence on common issues.

• The OLC created this interactive computer program which classifies issued OLC opinions rendered from CY2005 to the present, according to legal subject. The objectives of the project are for: (a) bank lawyers in order to aid in their research and/or preparation of opinions/legal studies/legal advice on documentation; and (b) for non-legal personnel in their preparation of bank policies, transaction media, and recommendations for board/board committees and management approvals.

• The OLC has been instrumental in achieving the bank’s targets by way of facilitating the documentation and accomplishing other legal activities in providing financing, and avenues for growth in the areas of telecommunication, fuel, energy, banking, local government units and Micro, Small and Medium Enterprises (MSMEs). Due to confidentiality issues, however, the particular accounts and amounts are not mentioned here.

• Improving external counsel While DBP is not in a position to outsource the legal services it needs, it retains counsels in certain areas of the country. Areas where private practice can enhance its working relationship with in-house counsels are: a. to change perspective from litigation and problem solving to problem avoidance and strategy development in order to minimize if not prevent controversies/issues. b. emphasizs the importance of multi-disciplinary training not only in law and banking but also in economics, politics and mediation. c. recognise that a legal representative should be part of the core business team taking part in decision-making and not just as support to its main activities.

• Major challenges facing corporate counsel in the Philippines a. there is a need for depth of specialisation. b. the speed of globalization and global banking: there is also a requirement for in-house counselling to keep up with the demands of the bank and the market. c. loss of a trained lawyers. d. uncertainties of economic condition.

• Priorities for the next 12 months We are gearing up towards continuous training and skills complementation. We are likewise thinking of a system for maintenance of institutional memory, and exploring the need for media and technology awareness and maximise these as tools for legal practice. the Mauls Creek coal project • Investment in Lithium Resources Development Company in the US • Launch of large-scale bio-ethanol production and power plant businesses in the Philippines • Establishment of the first Saudi Production and Distribution Company for reverse osmosis membrane elements for desalination • Improving external counsel • Clear understanding of the client’s needs and good communication skills • One-stop service • Legal cost control (understanding the client’s needs in billing practice) • Major challenges facing corporate counsel in Japan For international companies such as ours, to remain up-to-date on major legal developments around the world, especially in the anti-trust area.

• Priorities for the next 12 months To remain pro-active in promoting business, while ensuring that there is adequate corporate governance.

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Cover | In-house 25 >>

David Lamb General Counsel Hong Kong Land

Jeffrey Alam Group General Counsel Noble Group

• Key stats he Hong Kong Land legal services team is comprised of six attorneys including myself. Our main jurisdictions of activity are Hong Kong, Mainland PRC, Singapore, Macau, Vietnam, Indonesia and the Philippines.

talks covered topics such as landlord and tenant rights and obligations, occupier’s liability, legal proceedings, dispute resolution, etc. The team’s hard work and dedication have led to their selection as the ‘In-house Real Estate Team of the Year’, awarded by ALB in September.

• Major accomplishments over the last 12 months Over the last 12 months our legal team has worked to ensure that our Hong Kong and Singapore commercial, office and retail portfolios remain fully lent. This includes handling leasing work as well as the various legal issues related to significant redevelopment and refurbishment works on buildings, infrastructure and M&E components and the associated negotiation and licensing issues that accompany those works. We also advised on the completion of the Serenade residential development in Hong Kong and related unit sales. In addition, we completed several significant joint venture transactions concerning residential projects in Chongqing, Shenyang, Chengdu and other PRC cities. The total GFA related to those projects exceed 3.3 million sqm. Further, we updated our medium term note program and completed several significant financings under that program including a recent US$600m 15 year bond.

Finally, our team presented a series of inhouse legal talks on diverse topics across the company’s departments and offices. These

• Improving private practice Private practitioners who understand our business, are efficient and creative in their advice and who are commercial in their approach are best positioned to meet our needs.

• Notable achievements over the last 12 months t Noble, I am supported by a group of committed and reliable in-house lawyers, compliance managers and colleagues in all our major offices worldwide.

Some of the corporate deals we completed for the Group this year include the acquisition of Sempra Energy Solutions from Sempra Energy and The Royal Bank of Scotland for US$317m, syndication of our US$1,500,000,000 revolving loan facilities, various issuances of senior notes, our committed guarantee facility of US$1,550,000,000, and a Perpetual note issue of US$350m.

In line with Noble’s business expansion globally, our legal function supports our infrastructure buildout (mills, crushers, ports etc), trading, asset management, back and middle office activities, as well as supporting the rampup of our oil, gas and power businesses.

In addition, our legal and compliance functions address the ever-changing and evolving legal and regulatory requirements worldwide.

countries across five continents, we use a wide range of law firms depending on jurisdiction and area of expertise. To mention a few: Clifford Chance, Allen & Gledhill, Linklaters, Simmons & Simmons, King & Wood, Trilegal, Davis Polk, Sutherland and Richards Butler.

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• Law firms used most often Given our global network which encompasses

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• Major challenges facing corporate counsel in Hong Kong As regulation increases in Hong Kong, and many other parts of Asia, and a laissez-faire attitude is replaced with a regulatory mindset, it is becoming more difficult to act as a general practitioner.

This has triggered an increasing need to look to outside counsel for specific expertise. However, as the practice of law becomes more of a business, it becomes more difficult to build long term relationships with dependable, loyal and committed outside counsel.

• Priorities for the next 12 months Our priorities remain to provide business relevant legal, commercial and practical advice in a timely, effective and cost efficient manner for the benefit of our commercial and residential businesses across Asia.

• Work most frequently outsourced Major mergers & acquisitions, capital and debt financing, litigation and arbitration, and IP protection.

• Budget for external counsel We try and keep Noble’s legal department nimble and non-bureaucratic and not “overstaffed”. So we push a fair amount of work to outside counsel. Noble’s significant growth worldwide over the last 5 years has involved increasing our legal spend proportionately. We are continuing to expand.

• Improving external counsel External legal counsel should take the time to know us and understand our businesses. We particularly value legal advice on the latest commercial or market practices as well as best practices, market intelligence, and new policy and regulatory concerns.

Asian Legal Business ISSUE 10.12

Feature | In-house 25 >>

Ken Fagan

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BS has a legal team of 50 and a compliance team of 200 based General Counsel throughout Asia with a concentration in DBS Bank Singapore, Hong Kong, China, Taiwan, Indonesia and India , as well as South Korea, London, Dubai, the US and our new branch in Vietnam. The group includes fraud and investigation professionals as well as the corporate secretarial function at head office and within our subsidiary banks and brokerages.

• Major accomplishments over the last 12 months Last year we were honored by receiving ALB’s SE Asia Law Award for ‘Singapore In-House Team of the Year’ and the ‘Banking and Financial Services In-House Team of the Year’. I believe this reflects our strong capital markets and treasury capability. A few examples of landmark deals we have been involved in include the IPO of Mapletree Industrial Trust, IPO of Global Logistics Properties, and private placement of new stapled securities in CDL Hospitality Trusts. We were also involved in notes that were listed on SGX-ST such as the issuance of S$600m Guaranteed Notes by a related company of SingTel. As the largest Singapore bank and the largest regional bank in Asia we work on some of the most groundbreaking transactions in the region.

• Improving private practice The number-one priority should be to not make our jobs more difficult.

Over-lawyering, using a sledgehammer to attack an ant and not seeing the commercial side of a tranaction are most annoying. Firms also need to decide whose side they are on – the financial industry or not. If you represent banks, do not bring litigation against banks: it does not foster a good working relationship.

• The major challenges facing the in-house profession in Singapore We are in a period of increasing regulation in all countries in which we operate, both as a result of the recent financial turmoil and specifically as a consequence of the Lehman bankruptcy. We need to be sensitive to the needs of the regulators who have an increasingly difficult job. We need to be on top of regulatory changes and work with our business partners to ensure robust compliance.

• Priorities for the next 12 months As we come out of the financial crisis we need to be prepared to support business growth focusing on our internal and external clients needs.

The focus will be on staffing and improving efficiencies. A new business environment will require new skillsets and the ability to be versatile and nimble.

Tan Gim Boon

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he past 18 months have been busy to say the least for Tan and his five-strong legal Group General team. Not only were they heavily involved in Counsel all of the Telco giant’s major transactions but Axiata Group they have also been active in overseeing the establishment of in-house legal capabilities across 10 jurisdictions in Asia and across the globe. The work runs the gamut from telecoms related work such as procurement of equipment, technical services through to corporate finance and mergers and acquisitions work.

• Key transactions include: • Advised Axiata on the various options for the restructuring of approximately RM10 billion (US$3.2 billion) debt and culminating in the RM5.25 billion (US$1.5 billion) 5 for 4 renounceable rights issue at Axiata. The rights issue was the second largest rights issue in 2009 undertaken during the height of the financial crisis • Conversion of RM2.8bn (US$875m) conventional debt into Islamic facility based on commodity murabahah. This facility was unique because Axiata as a holding company did not have assets which were typically used under Islamic financing structures. We used tradeable commodities instead as the basis for the financing which was compliant with the requirements of the Gulf Co-operation Council • Advised Axiata on its commitment as the majority shareholder to the US$300 million renounceable rights issue of its listing Indonesian subsidiary PT XL Axiata Tbk • Completed the groundbreaking US$2bn acquisition of a 19% stake in the publicly-listed Idea Cellular Ltd which involved undertaking a mandatory general offer for the remaining shares not held by Axiata in the publicly listed Spice Communications Ltd with Idea Cellular and merging Spice with Idea by way of scheme of arrangement. This involved negotiating the maze of complex regulatory and legal and in India and Malaysia and was the first merger undertaken post the introduction of the new Indian mergers and acquisition rules for the telecom sector.

• Advised on the change of name and identity of Axiata from TM International Berhad which involved getting the necessary approvals and ensuring the protection of the identity in various countries prior to the change.

• Advised and created a standardised group-wide global framework agreements for the purchase of key equipment and services from telecommunications vendors replacing the different contracts used by each of the operating companies of Axiata and migrating the existing contracts to the new framework agreements.

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urk heads an in-house team which includes some of Hong Kong’s most Legal Director & experienced and astute corporate counsel.

Secretary David Fleming, the company’s deputy legal MTR director, has over 20 years experience in construction litigation, while corporate Corporation counsel Gillian Meller and principal legal adviser Rodney Chen both have decades of experience in dealing with PPPs, project finance transactions, infrastructure development and domestic railway projects.

Over the past 12 months the team has been advising the company on matters such as, all legal issues associated with the design and construction of six new railway lines in Hong Kong, the Entrustment Agreement for Construction and Commissioning was signed for the Express Rail Link (XRL) project, and the construction of the West Island Line project. Internationally, Turk and his team have been heavily involved with MTR’s contracts in China, India, Brazil, Australia, Sweden, the UK and the Middle East and advised the company on its successful bid (and subsequent appointment) for the franchising rights to operate the significant and complex metro rail system in Melbourne, Australia.

Leonard Turk

www.legalbusinessonline.com

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Feature | interview >>

In-house perspective

Deirdre Stanley:

Thomson Reuters

Pamela Hamer-Koh takes a look at the career of executive vice president and general counsel of Thomson Reuters, Deirdre Stanley

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“For a technology-delivered information company, whether it’s patenting, protecting our work or defending the right to use intellectual property, all those are really important things to us here” Deirdre Stanley

Thomson Reuters

►►Quick facts: Thomson Reuters legal department structure • 100 in-house lawyers globally • Most lawyers divided into either ‘Markets Division’ or ‘Professional Division’ • Additional practice specialist groups are leveraged across the whole corporation and include general, corporate and securities, intellectual property, employment law, global compliance

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n a tip of the hat to female muscle, Deirdre Stanley smashed through every glass ceiling and found herself mentoring young girls at the 12th ‘Fortune Most Powerful Women Summit 2010’ held in October.

Stanley is Thomson Reuters’ executive vice president and general counsel and said in her summit speech: “we at Thomson Reuters believe the right information in the right hands can lead to amazing things.”

One would hardly find her emphasis on acquiring timely, appropriate information surprising when one considers her role with a multinational corporation specialising in providing market and business intelligence delivery. Since the 2008 acquisition of Reuters by Thomson, the company has gone on an aggressive acquisition trail, acquiring amongst others Streamlogics (global provider of results-driven webcasting solutions) in July 2009; Vhayu Technologies (tick data service provider) in August 2009; Hugin Group (news wire service provider) in September 2009; Aegisoft, a US-based provider of electronic trading and testing tools, in February 2010; and Revista dos Tribunals, a leading legal publisher in Brazil, in May 2010.

“For a company like us that is in the information business, there’s always somebody out there, no matter how innovative we try to be, who has figured out some other thing that a professional needs,” Stanley said.

The merged company

Thomson Reuters has 55,000 employees in over 100 countries and a 100-strong legal department globally, with five in-house lawyers based in Asia. Head-hunted by Thomson in 2002, Stanley presided over the gruelling 18 month-long integration

of Thomson and Reuters, and became general counsel of the combined entity when the transaction closed in 2008.

According to Stanley, the complexity of the deal surrounds Thomson, a Canadian company, acquiring a UK company with the business objective to retain as much of the UK shareholder base as possible.

“It was a very complex transaction.

Beyond having listings in Toronto, the NYSE, NASDAQ and the London Stock Exchange, we actually had companies that were integrated but under two separate companies in Canada and the UK,” she said. Months after the deal closed, Thomson Reuters discovered that North American investors showed far stronger interest in the stock compared to their UK counterparts, prompting a second round of changes.

“It was almost like we did two transactions about 18 months apart,” says Stanley. “It became clear that the North American investor was more interested in the stock, so having that structure really created a problem because there was a great disparity in the stock prices between what was going on in the UK and North America.

So we had to simplify the structure.”

In the second round of changes, Stanley and her legal team unified the company’s dual listed structure and withdrew its listing on the London Stock Exchange and NASDAQ, meaning the company was listed only on the New York and Toronto Stock Exchanges. In addition, Stanley supervised the integration of products, sales forces, and the growth of market strategy across multiple jurisdictions.

“A lot of the integration was really between one particular area of our business which we market around financial information. We had 11 months between signing and closing the deal to do integration planning Asian Legal Business ISSUE 10.12

Feature | interview >>

from a legal perspective: as you know, you can’t cross that line and actually start integrating – then we would have an anti-trust problem. So lawyers, not just myself, were very involved in work streams to make sure we could do a lot of planning to achieve a good integration post-closing, but to make sure we didn’t do anything that ran afoul of the anti-trust laws and laws of multiple jurisdictions before we actually closed the deal,” she says.

Two years on, the combined entity has blossomed to become a truly global enterprise. Previously, Thomson’s revenues were derived 85% from North America and 15% from the rest of the world. Today, approximately 60% is from the US and 10% is derived from Asia alone.

Asian engagement and work types

“We believe that Asian markets are among our highest potential growth markets and where our biggest opportunities are going to be,” Stanley said. “In North America and Europe, you have seen a bit of stagnation and now, just a return to growth and a new regulatory environment because of the financial crisis.” Stanley believes that Thomson Reuter’s legal, tax and accounting and healthcare and science businesses are set to do well in Asia. “We really do believe those are huge growth opportunities in Asia – because those were the old Thomson businesses that really didn’t have much of a foothold in this region.”

The external law firms Stanley and her team engage on Asian transactions are a mix of global and domestic Asian firms. In the post-acquisition stage, legal needs that are specific to localised knowledge becomes increasingly important, whether from a regulatory or contractual standpoint. “The need for that local service becomes greater as our businesses grow and mature in any market. We have good relationships with a number of global firms as well as some local firms who specialise in certain local matters,” she says.

In addition to M&A work, Stanley is looking to build a stronger patent portfolio within the intellectual property practice, and also focus on anti-bribery/anti-corruption in-house training in the coming year. “It’s really about trying to spot trends and trying to identify what we should do as a www.legalbusinessonline.com

►►Deirdre Stanley, executive vice president and general counsel of Thomson Reuters: advice to external firms • We always love to work with lawyers who take the time to get to know us and our business: as a lot of the legal advice we give and the legal advice we need is about risk – how much risk we want to take on. In making those judgements, the better someone understands us and where our businesses are going, the more they can take into account those considerations and help us balance that risk • Anticipate questions; answer the question with more than what is asked • Be responsive and engage quickly • Interpretation: taking note of how you should take risk into account in light of what the legal rule is and weighing that risk with the knowledge of our business

company to address those trends,” she says. “IP protection is a key priority for us, because I think that it is one of the most legally complex and challenging areas, whether you are in the US or Asia, because the rules differ slightly in every country and also because the litigation processes are different.”

As Thomson Reuters increases its ground acquiring companies and executing sales and managing operations in regions that are relatively unfamiliar to the company, additional training around anti-bribery and corruption is a priority, says Stanley.

External counsels

“Good old-fashioned service” – where firms let their clients know that they are ready to engage immediately – is an attribute of external counsel that Stanley stresses. Equally, one of her gripes with external counsels lies with the response time it takes for them to get back to her lawyers, at all levels of the organisation. “More so here in Asia than in any other place, the pace of business activity is just so fast. We are under a need to move forward, so it is always surprising to me that when you put a call in to a law firm they take a couple of days to get back to you,” she says.

“Part of my frustration with outside counsel sometimes is not being responsive to the lawyers throughout our businesses. The good thing about being a general counsel is it doesn’t happen to you personally that much, but firms need to be responsive to people lower in the organisation as well – I can’t make all the calls!”

The main areas Stanley uses outside counsel for are in M&A, capital markets and IP. “For a technology-delivered information company, whether it’s patenting, protecting our work or defending the right to use intellectual property, all those are really important

things to us here,” she says. “As a public company, we go to the capital markets from time to time with debt offerings and things like that and we use outside counsels for those kinds of circumstances. So it’s a pretty broad portfolio of legal issues.”

She also says that litigation in defamation and libel are legal issues that Thomson Reuters experiences on an infrequent basis.

Putting her business hat on

Stanley stresses the importance of being across all aspects of the business, in order to give context to the legal advice that adds value beyond what an external counsel could give. “It’s crucial for me being able to do a good job as general counsel, because in the course of those discussions about the direction or challenges of the company (as an executive committee member), I get to know our company better, its priorities and how these priorities are to be executed, Stanley says.

“That enables me as general counsel to cascade that information down to my staff so that they can figure out what are the ways in which they can be most helpful to their business partners, and help me identify areas of risk on whatever matters that I’m working on.” ALB

“Intellectual property protection is a key priority for us, because I think that it is one of the most legally complex and challenging areas, whether you are in the US or Asia...”

Deirdre Stanley

Thomson Reuters

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Feature | Islamic finance >>

islamic finance:

The ebb and flow of the global economy has refocused Islamic finance players on South-East Asia. ALB explains why

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Asian Legal Business ISSUE 10.12

Feature | Islamic finance >>

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he global market for Shariahcompliant financial products has grown exponentially over the last five years. According to International Financial Services London, the market increased by 35% between 2007 and 2008, meaning that as at December 2008 it was worth just under US$1trn. Then came the financial crisis. Not only did growth rates slow, but the leaner times that ensued brought to light some of the troubles that had been obfuscated, or just ignored, because of the industry’s stellar growth.

At the start of the GFC, Islamic finance was viewed as the paragon of good governance. The extra layer of scrutiny provided by Shariah boards of Islamic scholars ensured strong risk management. But when Investment Dar, the Kuwaiti Islamic Investment firm, defaulted on its US$100m sukuk in December last year and Nakheel, the real estate subsidiary of Dubai World, looked sure to default on its US$3.5bn sukuk soon after (and only avoided doing so thanks to the intervention of Abu Dhabi), many in the industry were left wondering just how rigorous risk control in the sector actually was.

“Islamic finance has experienced a period of sustained growth and in large part, success, over the last decade… [in] bringing to market a range of exciting and innovative products and deals,” said Neale Downes, a partner with Trowers & Hamlins in Bahrain. “The last two years have been no less Neale Downes Trowers & challenging for Islamic Hamlins institutions than for those operating in the conventional banking market. Whilst they were not exposed to sub-prime and credit derivatives, many did assume unwise – and sometimes highly damaging –concentrations in illiquid asset classes, notably real estate and private equity, which saw dramatic falls in value,” he says.

The key for the industry, according to Downes, is the need to return to the core values which underpin Islamic finance and to sharpen focus on those markets and industries which are most likely to stimulate trade and generate social and economic prosperity. “As

www.legalbusinessonline.com

“Financial interest in South-East Asia has grown, especially following the recent financial meltdown. Companies and investors are looking to shift their focus and resources to this region”

a firm long associated with social infrastructure projects, we see a synergy between Islamic finance and initiatives such as social and affordable housing, student accommodation and the provision of key services such as water, electricity, gas, water treatment, education, transport and healthcare facilities,” he says.

Downes believes that by returning to its roots, the industry will not only broaden its appeal, but also be able to recover the sort of growth it was experiencing pre-financial crisis.

Shariah-compliant finance in SouthEast Asia: nurturing a sleeping giant

While the Islamic finance industry in the Middle East is looking to turn back the clock to revitalise itself, in South-East Asia it continues to go from strength to strength.

“Financial interest in South-East Asia has grown, especially following the recent financial meltdown.

Companies and investors are looking to shift their Arfat Selvam Arfat Selvam focus and resources to Alliance this region,” says Arfat Selvam, managing director of Singaporean firm Arfat Selvam Alliance. According to a recent report by IBTRA, Gulf Cooperation Council states are now channelling funds to developing countries such as China and India.

Malaysia remains the clear leader in the region – thanks largely to the three-decade headstart it has had on its nearest competitors. The country holds more than 20% of the world’s Islamic banking assets (US$109bn) and this figure is expected to increase to as much as 35% over the next five years. On the sukuk front the statistics are even more impressive: sukuk sold in Malaysia have reached US$83.5bn, which is 65% of the global total.

But this isn’t to say that the industry

Arfat Selvam

Arfat Selvam Alliance

wasn’t pegged back by the financial crisis. Mohamed Rizda, founder and managing partner of the eponymously named Mohamed Rizda & Co (MRCO) says that at the peak of the crisis, “deal flow was reduced by almost half,” and even deal structures were Mohamed Rizda augmented to deal with Mohamed Rizda & Co the increased risk. “[In 2008 in particular] There were still deal flows except most of these deal flows were coming via club deals – syndicated deals/loans—to mitigate their risk,” he said.

But deal flow has been quick to rebound. Rizda says his practice has seen a pick up of close to 40% in transactional work, but there should be further improvement to come.

“Investor confidence has resulted in the change [and banks have started lending again]. The Malaysian Central Bank has been quite prudent in ensuring that there is no bubble – they are monitoring things quite effectively,” he said singling out the oil and gas sector as particularly busy.

“When I say Islamic financing is recovering, it also depends on the products,” Rizda notes. “Debt- based products have come on quite strongly, but the equity- based have not come on as strongly as I think they should… but it can still improve—the banks hold a lot of liquidity but they are still taking a cautious approach.”

Elsewhere in the region, Singapore continues to make positive inroads in the industry. In line with its desire to establish itself as the pre-eminent banking and finance hub in South East Asia, the Singapore government has unveiled a number of initiatives over the past few years aimed at stoking domestic demand for Islamic finance products and enticing foreign investors to its shores.

In January 2009, the country’s 45

Feature | Islamic finance >>

“Islamic finance is becoming an important part of the international finance world and it will complement and compete with conventional finance. It’s no longer going to take a back seat” Ahmad Lufti Abdull Mutalip

Azmi & Associates

monetary authority (MAS) established an Islamic sukuk Al-ljarah Trust Certificate Issuance Program worth S$200m. At the time, the program was viewed as a strategic milestone for the growth of Islamic finance in Singapore, as sukuk is one of the most widely accepted Islamic investment products. This could pave the way for the launch of Shariah-compliant investment products for retail investors with Singapore dollars.

In addition, the MAS also announced three essential tasks to maximise the growth of Islamic finance. The first is to promote greater integration of Islamic markets in Singapore, in view of the fact that trade flows between the Middle East and Asia (in particular with Singapore) have grown significantly. The second task is to address the need for appropriate legal, regulatory and supervisory frameworks for Islamic finance.

The third task is to promote greater cooperation while looking at technical issues such as accounting, regulations and capital adequacy.

But even though the legal and financial frameworks needed to nurture the development of the industry are in place, Arfat Selvam believes the picture is still incomplete.

“The government has set the right regulatory environment; what is needed is for the private sector to come in and to activate this and to take advantage of all these tax concessions that are being offered,” she said. “What we need is more Islamic banks here – Islamic finance houses to create the depth in the 46

market, and to complement the wealth management industry that is already here in Singapore. We also need more professionals involved in the field who understand Islamic products and who can effectively market these products.”

The problems are slightly more acute in Indonesia, where regulatory frameworks necessary to support the development of a domestic Islamic finance industry are either opaque or non-existent. For example, it was just two years ago that the country passed laws permitting financial institutions to offer services that comply with Shariah principles. This is more than a quarter of a century after Malaysia introduced analogous measures.

“If Indonesia wants Islamic finance to grow faster, they have to clear these tax and legal issues, and come up with proper guidelines on Islamic securities,” says Air Asia senior counsel, Amir Fazael Zakaria. “The regulators need to play a more active role to open up the market, initiate discussions and encourage the introduction of new products, especially retail and sukuk.”

The government has moved to address at least some of these problems, with the Parliament passing new legislation last year that would remove double taxation on certain Islamic banking transactions, in particular murabaha. Under the law, which came into effect in April, when a lender extends finance to a client through a murabaha scheme, it technically buys an item or product and then sells it to the client at a profit, thus avoiding charging interest.

Previously tax was charged on both sales, that of the original vendor and then subsequently from the bank, though under the new legislation the sale and resale will be treated as a single transaction for tax purposes.

But whether this ‘big bang’ approach will kick-start the industry remains to be seen. Zakaria, for one, says that any measures must be incremental and tailored to suit economic conditions in Indonesia.

“Indonesia is a BRIC country, and is also untapped for Islamic finance, and has a population of almost 300 million. Islamic finance is practically unknown there,” he says. “It’s not just in terms of the aviation industry but for consumer banking. It’s why

Malaysia continues to position itself as a hub and we have a head-start since we started taking baby steps almost three decades ago.”

Changing counsel

Whether the industry is in the throes of rejuvenation as in the Middle East, looking to shore up its market-leading position as is the case with Malaysia, or seeking to grow to a meaningful size as in Singapore and Indonesia, lawyers have a vital role to play.

There is no doubting that Islamic finance lawyers will face some significant challenges in the next few years. The consensus is that many of these will relate to how deals in the sector are structured.

“These issues opened the eyes of Islamic finance bankers and teams to look to structure deals better so that those kinds of problems can be eliminated in future sukuk issues,” says Ahmad Lufti Abdull Mutalip, a partner with Malaysian firm Azmi Ahmad Lufti Abdull Mutalip & Associates. “Lawyers Azmi & [can] now ensure they’re Associates brought in from day one ... so that in the event of a default the transaction structure is foolproof.”

Another looming source of work for lawyers will likely relate to the differing Shariah interpretations prevailing in various countries. “Since Islamic finance is a global phenomenon, the basic set of corporate laws in each country should at least be ‘talking to each other’, as documents will be applied individually where the contract belongs,” says Mutalip.

Others believe that in the new postGFC economic order, ensuring that Islamic finance transactions abide

by Shariah and not conventional risk profiles will generate much work for law firms. But while just how much Islamic lawyers stand to accrue remains to be seen, much more clear is that Islamic finance is fast becoming part of the mainstream banking system, even in non-Muslim countries.

“Islamic finance is becoming an important part of the international finance world and it will complement and compete with conventional finance,” says Mutalip. “It’s no longer going to take a back seat.” ALB Asian Legal Business ISSUE 10.12

Feature | Islamic finance >>

www.legalbusinessonline.com

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ALB special report | Taiwan 2010 >>

Taiwan 2010

Bridging the

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Asian Legal Business ISSUE 10.12

ALB special report | Taiwan 2010 >>

Taiwan Deals of the Year April 2009-Mar 2010 The following deals were shortlisted as finalists for the ‘Taiwan Deal of the Year ‘award at the ALB Hong Kong Law Awards 2010

►► AIG-NAN SHAN SALE Firms: Baker & McKenzie; Freshfields; Debevoise & Plimpton; Ogier; Simpson Thacher & Bartlett; Walkers Banks: Blackstone; Morgan Stanley

divide Six months after the pinnacle of cross-Strait rapprochement, the Economic Cooperation Framework Agreement (ECFA), was signed with China, lawyers in Taiwan are still waiting to see a spike in twoway investment. But they are happy to wait – an explosion in trade flows across the Taiwan Strait is inevitable and they have plenty of work to keep them busy in the meantime

H

alf a century ago, Taiwan wrote a new page in world economic history. A macroeconomic model premised on export-led growth and the protection of local industry delivered economic growth so strong that for many years the country easily outshone its larger neighbours. It created a blueprint for rapid economic development that many other countries have since endeavoured to emulate.

Today, cross-Strait rapprochement is emerging as the means by which Taiwan may yet again rewrite economic history. The recently-signed ECFA is expected to add another dimension to the Taiwanese economy, and provide a catalyst for the expansion of the country’s increasingly sophisticated corporate sector. The news is equally good for Taiwan’s legal services market.

Not only will work arising from the ECFA be more than enough to keep most firms busy for the better part of the next five years, but the ECFA itself will help drive their expansion.

www.legalbusinessonline.com

The ECFA: spanning the Strait

Taiwan emerged from the GFC in better shape and much more quickly than many expected the heavily exportdependent economy would. In the first quarter of this year, the country’s GDP registered its largest growth since the third quarter of 1978 (13.27%).

Growth has been so impressive that the country’s central bank has revised its full-year GDP forecast up to 6.14%.

Jack Huang, managing partner of Jones Day’s Taipei office, says that the Taiwanese economy owes much of its strong performance to the economic powerhouse on the other side of the Taiwan Strait. “Fortunately, the Taiwanese economy was not as badly hit by the GFC as the US and European economies and that was thanks largely to China,” he said. “There was a slowdown – people were unwilling to go ahead with some projects in the midst of the financial tsunami – but by and large it was business as usual.”

There seems little doubt that China’s

• Deal saw a consortium comprised of Primus and China Strategic Holdings bid for 97.57% of the issued share capital in Nan Shan Life Insurance for a consideration of US$2.15bn • Involved a competitive bidding process and was AIG’s largest single divestiture/disinvestment since its 2008 government bailout and the biggest ever deal in Taiwan’s financial sector

►► ARRAY INC GRETAI LISTING Firms: K&L Gates; Jade & Fountain; Walkers • US$79m listing was the first Taiwan listing of a foreign company under a policy passed

by Taiwan in 2008 to encourage “foreign businesses” to list in Taiwan

►► CHI-MEI OPTOELECTRONICS INNOLUX DISPLAY MERGER Firm: Baker & McKenzie • Deal saw Chi-Mei Optoelectronics (“ChiMei”), Taiwan’s second-largest LCD screen producer by revenue, merge with Innolux Display (“Innolux”), the world’s largest flatpanel monitor maker by shipments • Represents the largest deal in the hightech sector in Taiwan in 2009; value of the transaction is US$5.3bn.

►► KGI SECURITIES GDS OFFERING AND TAISHIN ACQUISITION Firms: Davis Polk & Wardwell; Lee and Li Bank: Morgan Stanley Accountant: Ernst & Young • Landmark deal saw KGI offer 33,500,000 Global Depositary Shares representing 670,000,000 common shares to acquire Taishin Securities, which were admitted to the Official List and to trading on the Euro MTF market of the Luxembourg Stock Exchange • US$898m was a landmark deal which saw KGI acquire Taishin Securities (Taisec) by way of merging Taisec into KGI • Deal was the largest Taiwan securities industry transaction in history, and largest Taiwan M&A transaction since 2008 • Acquisition resulted in the creation of the secondlargest domestic securities brokerage in Taiwan

49

ALB special report | Taiwan 2010 >>

►► SHIN KONG GDR ISSUE Firms: Baker & McKenzie; Simpson Thacher & Bartlett Banks: Barclays; Goldman Sachs; Morgan Stanley; Sinopac Securities • Deal saw Shin Kong Financial Holding Co., Limited (“Shin Kong”), the parent of Shin Kong Life Insurance Co, launch a US$375m global depositary receipt transaction (“GDR”) • GDR issue was only one of its kind to be successfully implemented in Taiwan in the past five years • Biggest equity offering by a financial institution in Taiwan since 2005, largest GDR issue in Taiwan since 2008, and largest public capital raising in Taiwan since the 2009 global financial tsunami

►► THE CARLYLE GROUP-TAIWAN MOBILE SHARE SWAP Firms: LCS & Partners; Lee and Li; Paul, Weiss • Deal saw Carlyle Group reach an agreement with Taiwan Mobile to sell all of its shares in Cheng Ting, which controls Kbro and 12 system operators in Taiwan, in exchange for 15.5% of treasury stock of Taiwan Mobile.

• Transaction was structured in such a way so as not to draw the attention of authorities in relation to potential anti-competition issues

resilience through the financial crisis and the thawing of hitherto icy economic relations between the two played an important role in keeping the Taiwanese economy (and its legal services market) afloat, but the market may not have been as flushed with PRCrelated deals as many assume.

“The resumption of direct communications, the ability to commute between China and Taiwan and the ECFA have been positive, but we are not yet seeing large volumes of two-way investment at the moment,” said CT Chang, a partner with Lee and Li. Chang says that the reasons behind this ostensibly relate to the newness of the ECFA, as well as what is perceived to be the narrow scope of some of the concessions. As part of the initial agreement signed between the two countries, China will open markets in 11 service sectors including banking, securities, insurance, accounting and R&D, while Taiwan has pledged to offer wider access to mainland companies in the areas of banking & financial services, exhibition and design and film imports.

50

“The first stage, which is reflected in the ECFA signed in June 2010, was predominantly about cutting down tariffs in service industries and the work to be done here was not really lawyer-heavy,” says Huang. “While businesses are already excited, the real excitement for lawyers will come from the next step, which will be actually investment flowing from both sides of the Taiwan Strait. This should yield more companies looking to establish JLVs and cooperation agreements.”

Although lawyers are yet to benefit from any discernable spike in work emanating from the ECFA, many are already looking forward to it as a sure source of mandates for at least the next few years. “We expect the ECFA to bring in a raft of transactions and cross-Strait investment over the coming years,” said Lillian Chu, a partner with Tsar & Tsai. “The volume of legal work will naturally grow, in line with the broader economy.” Chu anticipates that a big slice of this work will come from the country’s already booming banking & financial services Jack Huang Jones Day sectors, as well as its world-renowned high-tech industry.

“The ECFA will enable the Taiwanese banking & finance industry to develop a strong market share in the mainland.

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

But it may not only be Chinese companies that rush into Taiwan. In concert with recent changes to permit foreign companies to list on the Taiwan Stock Exchange, the ECFA may even play a role in luring multinationals from elsewhere in the world to use Taipei as a nexus through which to access the mainland.

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

M&A, capital markets in overdrive

The ECFA’s truly historic nature notwithstanding, it was not the only key economic development of the last 12 months. Just as significant was the relaxation of listing rules pertaining to foreign companies. In July 2008, regulators opened the door to foreign company listings, including Taiwan Depository Receipts (TDRs), after the restrictions on investments and remittance to China were relaxed. The relaxation of the rules was aimed, in part, to persuade Taiwanese funds and companies that had shifted their businesses and focus to the mainland and the US to return to their home market.

After a slow start, the idea has gained in popularity. According to data from the Taiwan Stock Exchange Corporation, a total of 64 foreign companies have applied to list in Taiwan. Given that dual submission is allowed, 56 foreign companies have submitted their applications to list on the Taiwan Stock Exchange, while 32 foreign companies intend to apply for a listing on the “over-the-counter” GreTai Securities Market. Out of the 64 foreign companies, approximately 40% are from the high-tech industry, and include Sino Horizon, Alchip Technology, Bizlink Holdings, Micro Mobio, Himax Technologies, Super Talent Technology and On-Bright Electronics.

But what started off as something designed to lure Taiwan companies back home has quickly piqued interest from others. “We have seen foreign companies – especially those from Singapore, Korea, Japan, the US and Europe – express interest in listing,” says Jack Huang.

For Lee and Li, TDR issues have been a real boom area. CT Chang says his firm has been receiving inquiries from interested companies throughout Asia.

“We have participated in 50% of TDR and secondary listing matters so far and we have received instructions on a high number that are due to come out this year,” he said. “There will certainly be more TDRs to come. They have been trading very well so far, showing good liquidity, and the stock exchange has done a lot of promotion work on them.”

Unsurprisingly, the ebullience on the nation’s capital markets is manifesting itself in other areas as well, of which M&A is arguably the most exciting.

Asian Legal Business ISSUE 10.12

Firm Profile ALB special report | Taiwan 2010 >>

Walkers

Court in a Compromise

T

his article assesses why the Cayman Islands approach to effecting takeovers offers significant advantages to that adopted by many other jurisdictions.

Takeovers under Cayman Islands law The acquisition of 100% of the publicly issued share capital in a Cayman Islands incorporated company (Target) can be effected without unanimous shareholder consent by (i) a takeover offer comprising an offer for the entire issued share capital of the Target, effective against all shareholders once approved by holders of 90% of the shares affected, or (ii) a scheme of arrangement, a court driven procedure requiring approval by a majority in number representing 75% in value of the members (or classes thereof) present and voting at a specially requisitioned meeting, and the sanction of the court for it to become binding.

A scheme of arrangement has a number of significant advantages over a takeover offer in 'recommended' takeover scenario such as shorter timescales, greater certainty, lower voting thresholds for approval and the ability for finance parties to take security over Target assets at an earlier stage, often a decisive factor in determining the takeover method chosen.

Schemes of arrangement adopted under Cayman Islands law (Schemes) have similarities to those in a number of jurisdictions including England and Wales and Hong Kong. However, Cayman Islands law and protocol distinguishes itself from its counterparts by the innovative and pragmatic approach which the Cayman Islands Grand Court (Cayman Court) adopts in ensuring that a Scheme is run efficiently and is representative of those with whom the true economic interest in the Scheme outcome lies.

Class Determination In determining whether various stakeholders are of the same "class" for voting purposes, the Cayman Court will analyse whether those stakeholders’ interests, and the way the Scheme proposes to deal with them, are not so dissimilar as to make it impossible for those stakeholders to sensibly consult together with a view to their common interest.

Class determination is crucial to the success of the Scheme, and traditionally courts have waited until the final court hearing (after voting has taken place) to make a final determination on whether the classes were www.legalbusinessonline.com

correctly constituted. Consequently, a number of schemes have failed because of improper class composition. Participants run the risk that significant time and costs may be wasted, and that the process will need to be restarted.

The Cayman Court requires that a declaration as to scheme class composition be sought at the first directions hearing. Dealing with this crucial issue at the outset avoids the risk, wasted time and costs inherent in the scheme procedures in other jurisdictions.

With the timetable also confirmed at an early stage, the respective parties can proceed on a more certain footing and focus on the need to obtain the requisite majorities for approval.

True Representation of Members Determining these ‘requisite majorities’ is not always straightforward. The high profile effort to use a scheme of arrangement to effect the HK$16 billion buy-out of PCCW Limited in Hong highlighted the issue of voting manipulation in relation to schemes of arrangement. Such actions are likely to become more prevalent as takeover activity increases.

Vote manipulation is often facilitated by the requirement for approval not only by 75% in value, but also by a majority in number of those present and voting at the Scheme Meeting. The latter requirement was intended to prevent the majority (by value) riding roughshod over the minority. Ironically the “majority in number” requirement is being used increasingly by minorities as a blocking tactic to unfairly prevent schemes being approved.

Vote manipulation is also facilitated by the fact that shareholders and creditors in companies often hold their shares or debt through a nominee entity, usually a bank or broker. The nominee has the legal entitlement to vote these shares or debt instruments, not the individuals holding the beneficial and economic interest. Consequently, the 'beneficial owners' will usually pass on their voting instructions to their custodian, who then aggregates all such instructions and votes in favour or against the matter in question.

Historically, the courts of various jurisdictions have been somewhat uncertain as to how to deal with how a nominee votes. Clearly, to allow a nominee to vote its legal holding entirely for or against the scheme has the tendancy to "skew" the result and ignore what may be significant

beneficial vote. To avoid this uncertainty the Cayman Court has been the first to set out expressly in its procedures the ability to "look through" any nominee.

The Cayman Court procedures provide that “the Court shall give such directions as may be necessary for the purpose of enabling it to determine whether or not the statutory majorities will have been achieved.” The Court may therefore direct that a custodian may cast votes both for and against a proposed scheme in accordance with its instructions and must specify the number of votes cast in favour of or against the scheme and the number of clients or members on whose instructions they are cast to assist the court in its determination.

This practice represents the Cayman Court's innovative and pragmatic approach to providing certainty and efficiency to the Scheme process with the result that practitioners are finding the use of Cayman Islands' Schemes of Arrangement to be an attractive, cost effective, option to reorganise a company's affairs.

Fraser Hern, Counsel T +852 2596 3348 fraser.hern@walkersglobal.com

Emma Hasler, Associate T +852 2596 3344 emma.hasler@walkersglobal.com

15th Floor, Alexandra House 18 Chater Road Central, Hong Kong T +852 2284 4566 F +852 2284 4560 E info@walkersasia.com

51

ALB special report | Taiwan 2010 >>

Lawyers that ALB interviewed expect the consolidation that has been a feature of the Taiwanese banking & finance landscape of late to continue in the short term. They suggest that the competitive pressures being unleashed by the maturation and internationalisation of mainland financial services institutions will have a major impact.

“The Taiwan market is ripe for M&A,” says Huang. “Local M&A has already been going on for several years. The first generation of Taiwanese entrepreneurs have reached a stage where they are capable of using M&A to expand.”

While Huang predicts domestic M&A to continue, especially in the financial services and OEM sectors, he says the next wave of M&A will come as a means for Taiwanese companies to maintain their relevancy in North Asia.

“The question now confronting a lot of Taiwanese companies is how they should react to the rise of China,” he said. “How do they position themselves as an international player? There may be a some soul-searching going on that will point to M&As and JVs.”

Market changes

However, Taiwanese companies may not be the only ones finding themselves having to do some soul-searching. The ECFA and the access to Taiwan that it delivers mainland Chinese firms could unleash competitive pressures the likes of which law firms in Taiwan have never encountered. Dacheng (China’s largest firm by number of lawyers, which is some five times bigger than Taiwan’s largest law firm, Lee and Li) and Zhongyin are two PRC law firms to have already signaled their intent by opening offices in Fujian province – a well-known nexus for investing into and out of Taiwan.

But even if all of the PRC’s elite law firms were to set up offices in Taipei or Fuzhou, few lawyers ALB interviewed believed that their arrival would severely challenge the status quo.

“PRC firms will come to Taiwan now simply because they can, for symbolic reasons,” says Huang. “The impact they will have in Taipei will be minimal.

The relationships that have been built up between firms in Taiwan and local companies will remain unaffected.”

But Steven Hsu, a senior consultant of Zhongyin and managing director of 52

►► Taiwan’s largest law firms Rank

Firm

1 2.

3.

4.

5.

6.

7.

8.

9.

10.

Lee and Li Formosa Transnational Baker & McKenzie Deep & Far Tsar & Tsai LCS & Partners Jones Day Tsai Lee & Chen K&L Gates Yangming Partners

Total partners & lawyers 252 72 65 49 46 46 27 26 18 17

Managing partner(s) CV Chen John Chen Henry Chang CF Tsai Jennifer Lin Rich Lin Jack Huang Thomas Tsai David Tang multiple

Total Total Change lawyers partners from 2009 202 50 = 56 16 = 38 27 = 45 4 28 18 33 13 20 7 = 13 13 new 12 6 14 3 new

Source: ALB 50 2010. Data correct as at 1 July 2010. This list does not purport to be exhaustive

the firm’s marketing centre, disagrees.

He believes that Taiwanese companies are more willing to use the services of full-service PRC law firms for their needs, and contends that this could have an impact in Taipei. “Taiwanese companies are paying growing attention to corporate governance, risk management and compliance issues in the mainland. As a result, they now prefer to work with large national firms to provide a quality one-stop shop for all their legal needs, including the legal issues of their subsidiaries across the country, which are serviced by these firms’ branch offices.”

Victor Chang, a partner with LCS & Partners, believes that the retention of legal talent will also be a challenge for Taiwanese law firms. “The fact is that Taiwanese companies simply don’t pay large legal fees, and mainland law firms are charging multiples of what Taiwanese firms can do,” he says, noting that he expects lawyers from local firms will continue to be lured by the seemingly higher earning potential on the mainland.

The entry of PRC firms is already having an impact – albeit an indirect

one – in a number of areas. CT Chang says that the new opportunities opened up by the ECFA and the concomitant increase in competition has forced his firm to “refocus” its China strategy.

For Chang, this involves exploring alliance opportunities with mainland law firms, and continuing to build its mainland Taiwan legal consultancy business. For other law firms, especially those that are not as large as Lee and Li, alliances, domestic mergers or membership of international legal associations may be the best way to preserve both their market share and the best and brightest legal talent. ALB

“The question now confronting a lot of Taiwanese companies is how they should react to the rise of China. How do they position themselves as an international player?”

Jack Huang

Jones Day Asian Legal Business ISSUE 10.12

ALB special report | Taiwan 2010 >>

SINGaPORE 17 FeEBRuaRy 2011 HONG KONG SEPTEMBER 2011 SHaNGHaI OCTOBER 2011 BEIJING NOVEMBER 2011

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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 http://www.asianlegalbusinessevents.com 2010 ALB In-House Summit Series topics included: ~ Building your In-House Team and Practicing in a Post-GFC World ~ Striking a balance in-house: Opportunities, risks and maintaining independence ~ Liabilities of In-House Counsel ~ Investment in Japan: Successful Pursuit of M&A Opportunities ~ Employment Disputes and Industrial Unrest: Topical and Sensitive Issues

~ Developments in International Corruption- a focus on APAC ~ Next Generation Legal Research ~ Mergers & Acquisitions in China - Structures, Issues and Strategies ~ Achieving efficiencies and mitigating risk by using offshore structures ~ 2010 Legal Job Market Updates

Why you should attend: • FREE* to inhouse counsel and business leaders • In-depth workshops focusing on the latest legal issues presented by top domestic and international law firms • Opportunities to network and meet leading legal experts and peers • Panel discussion on the vital role of in-house counsel by some of the world’s most distinguished and dynamic corporate counsel • VIP networking luncheon & refreshments • Speaker notes * Non sponsor law firms and vendor suppliers are exempt from free passes

Make a date in your diary and reserve your seat now for Singapore 2011 as places are limited

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

Law Firm / Service Provider Representative

I would like to attend the ALB In-House Legal Summit in Singapore on 17 February 2011.

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Please fax form to +65 6423 4632 For further information and registration: Lucinda@keymedia.com.sg +65 6423 4631

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

Singapore ALB In-house Legal Summit 2011 Sponsors include:

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Associate sponsor

53

MARKET >> marketDATA data || M&A M&A >> In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (October 16, 2010 - November 12, 2010) Announcement Date

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

25-Oct-10

ASX Ltd

Freehills; Stamford Law Corporation

Singapore Stock Exchange

Allen & Gledhill; Clayton Utz

7,246

04-Nov-10

Shanghai Bailian Group Co Ltd

Tonghao Law Firm

Shanghai Friendship Group Inc

Grandall Legal Group

2,528

26-Oct-10

China Network Systems Co Ltd (60% Stake)

Want Want China Holdings Ltd

MBK Partners Ltd

2,400

10-Nov-10

Port of Brisbane Pty Ltd

Q Port Holdings Consortium

Government of Queensland

2,111

19-Oct-10

Minerals and Metals Group

Advising seller: Freehills

Minmetals Resources Limited

Blake Dawson

China Minmetals Non-Ferrous Metals Co Ltd

1,846

18-Oct-10

Petromonagas, SA (16.7% Stake); Nam Con Son Pipeline and Terminal (32.7% Stake); Phu My 3 BOT Power Co Ltd (33.3% Stake); Petroperija SA (40% Stake); Boqueron SA (26.7% Stake); and Block 06—1 (Gas Production Unit) (35% Stake)

Advising seller: Linklaters

TNK-BP Holding OAO

White & Case

BP Plc

1,800

29-Oct-10

Keane Inc

Cleary Gottlieb Steen & Hamilton

NTT Data Corporation

Morrison & Foerster

Citigroup Venture Capital Equity Partners

1,240

29-Oct-10

Shanghai Tongsheng Yangxi Port Asset management Co Ltd; and Shanghai Tongsheng Yangdong Port Asset Management Co Ltd

Shanghai Tongsheng Investment (Group) Co Ltd

1,188

25-Oct-10

Citadel Resource Group Limited

Minter Ellison

Equinox Minerals Limited

Allen & Overy; Blake, Cassels & Graydon

935

10-Nov-10

Brockman Resources

Freehills

Wah Nam International Holdings Limited

Clayton Utz; Michael Li & Co

885

Notes:

Seller Company

Shanghai International Port (Group) Co Ltd

Deal Value (USDm)

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 - November 12, 2010) Rank

House

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - November 12, 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1

DLA Piper

14,966

54

1

Goldman Sachs

47,282

50

2

Baker & McKenzie

18,197

53

2

Ernst & Young

10,154

49

3

Freehills

43,056

52

3

UBS Investment Bank

48,173

41

4

AZB & Partners

29,637

51

4

Rothschild

36,456

41

5

Mallesons Stephen Jaques

37,314

44

5

Morgan Stanley

61,001

38

6

Minter Ellison

11,764

41

6

Deutsche Bank AG

33,950

38

7

Kim & Chang

12,028

37

7

KPMG

6,872

37

8

WongPartnership

9,155

35

8

Credit Suisse

42,162

35

9

Norton Rose

46,021

34

9

Deloitte

9,596

35

10

Blake Dawson

14,307

30

10

PricewaterhouseCoopers

7,119

34

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 12 November 2010

House

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 12 November 2010

Asia-Pacific M&A Activity - Quarterly Trends 900

160,000

800

140,000

Value (USDm) Volume

700 600

100,000

500

80,000

400

60,000

300

40,000

200

20,000 0

54

Number of deals

Value (USDm)

120,000

100

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*

0

Asian Asian Legal Legal Business ISSUEISSUE 10.1210.12 Business

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

Notes:

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

League tables are ranked by value•Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.•Q4 10* = 1 September 2010 to 12 November 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - November 12 , 2010) Rank

House

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - November 12 , 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

14,015

29

1

Deutsche Bank

House

18,609

19

12,672

15

543

14

1

DLA Piper

2

Freshfields Bruckhaus Deringer

6,353

21

2

Morgan Stanley

3

Jones Day

2,970

19

3

KPMG

4

Baker & McKenzie

6,583

17

4

China International Capital

20,163

13

5

Skadden Arps Slate Meagher & Flom

6,769

13

5

Credit Suisse

10,884

13

6

King & Wood

1,787

12

6

Goldman Sachs

6,996

11

7

Grandall Legal Group

4,686

11

7

CIMB Group

1,819

11

8

Slaughter and May

40,339

10

8

UBS Investment Bank

5,500

10

9

Simpson Thacher & Bartlett

39,300

10

9

JPMorgan

10,355

9

10

Allen & Overy

11,778

10

10

Somerley

4,201

9

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 - November 12 , 2010) Rank

House

League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - November 12 , 2010)

Value (USDm)

Deal Count

Rank

House

1

Mori Hamada & Matsumoto

28,625

57

1

Nomura Holdings

2

Nagashima Ohno & Tsunematsu

35,072

32

2

Mizuho Financial Group

3

Nishimura & Asahi

12,298

30

3

4

Morrison & Foerster

7,337

16

4

5

TMI Associates

2,772

15

5

6

Anderson Mori & Tomotsune

7

Shearman & Sterling

8

Baker & McKenzie

9 10

Value (USDm)

Deal Count

41,486

59

4,122

33

Morgan Stanley

13,445

28

Daiwa Securities Group

16,762

25

Sumitomo Mitsui Financial Group

3,645

23 16

6,933

14

6

GCA Savvian Group

2,080

22,581

13

7

PricewaterhouseCoopers

1,129

15

1,958

13

8

Goldman Sachs

8,581

11

Sullivan & Cromwell

20,331

11

9

JPMorgan

21,358

10

Davis Polk & Wardwell

10,126

10

10

KPMG

873

10

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

League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - November 12 , 2010) Rank

House

League Table of Financial Advisors to Indian M&A (Jan 01, 2010 -November 12 , 2010)

Value (USDm)

Deal Count

Rank

House

Value (USDm)

Deal Count

27,610

19

1,143

18

939

10

Morgan Stanley

25,648

9

5

Enam Securities

3,332

8

10

6

ICICI Bank

725

8

204

7

7

Avendus Capital

128

8

12,578

5

8

Barclays Capital

14,126

7

322

5

9

BMR Advisors

34

7

12,170

4

10

Standard Chartered

22,203

6

1

AZB & Partners

29,637

51

1

Rothschild

2

Desai & Diwanji

1,417

30

2

Ernst & Young

3

Amarchand & Mangaldas & Suresh A Shroff & Co 6,406

24

3

Kotak Investment Banking

4

Khaitan & Co

3,335

12

4

5

Tatva Legal

488

11

6

Trilegal

520

7

Nishith Desai Associates

8

Allen & Overy

9

J Sagar Associates

10

Linklaters

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 - November 12 , 2010) Rank

House

League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - November 12 , 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

6,805

34

1

House CIMB Group

18,752

22

15,463

26

2

UBS Investment Bank

17,072

12

13,825

11

5,977

11

14,015

10

1

WongPartnership

2

Allen & Gledhill

3

Baker & McKenzie

4,772

16

3

Goldman Sachs

4

Stamford Law Corporation

8,838

14

4

AmInvestment Bank

5

Clifford Chance

2,826

11

5

Morgan Stanley

6

Rajah & Tann

4,986

10

6

Credit Suisse

7,713

10

7

AZB & Partners

3,901

7

7

HSBC

4,939

10

8

Drew & Napier

3,607

6

8

DBS Bank

2,398

9

9

Linklaters

2,496

6

9

Deutsche Bank

7,169

8

813

6

10

RHB Investment Bank

12,578

7

10Allen & Overy

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

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55

market data | capital markets >>

Equity Capital Markets TRANSACTIONS List

Asia, inc Japan, ex Australia & New Zealand 17 Oct to 13 Nov Proceeds Issuer Issue date (USDm)

Currency

HONGKONG

American Intl Assurance Group

20,500.061

10/22/10

HKD

Hang Lung Properties Ltd AZ Electronic Materials Sino Land Co Ltd China Gas Holdings Ltd CITIC Dameng Holdings Ltd Leoch International Technology Yuexiu Property Co Ltd Enerchina Holdings Ltd Le Gaga Holdings Ltd SJM Holdings Ltd Coolpoint Energy Ltd Towngas China Everbright Intl Ltd Ruinian International Ltd Freeman Corp Ltd China Tontine Wines Group Ltd HL Technology Group Ltd

1,421.1 706.1 663.1 399.2 266.0 230.0 207.7 117.1 103.3 102.1 100.178 92.0 91.3 78.9 70.8 67.1 65.0

11/04/10 10/29/10 11/08/10 10/25/10 11/11/10 11/09/10 11/08/10 11/13/10 10/28/10 11/09/10 10/27/10 10/20/10 10/20/10 10/28/10 10/21/10 11/10/10 11/11/10

HKD GBP HKD HKD HKD HKD HKD HKD USD HKD HKD HKD HKD HKD HKD HKD HKD

62.7

11/08/10

HKD

New Smart Energy Group Ltd India

Bookrunner(s)

Sector

Citi; Goldman Sachs & Co; Deutsche Bank AG; Morgan Stanley; Bank of America Merrill Lynch; UBS (Hong Kong); ICBC Bank; Credit Suisse; Barclays Capital; JP Morgan; CIMB Group Sdn Bhd Goldman Sachs (Asia) UBS Ltd; Goldman Sachs International; Deutsche Bank AG Goldman Sachs & Co Goldman Sachs (Asia) Bank of America Merrill Lynch; UBS (Hong Kong); CITIC Securities Citi; BOC International (China) Ltd Shareholder Morgan Stanley & Co. Intl plc Merrill Lynch; UBS Investment Bank Deutsche Bank AG (Hong Kong) BOC International (China) Ltd; Piper Jaffray Inc Macquarie Equities (Asia) Ltd Bocom International Hongkong and Shanghai Bkg (SG); Morgan Stanley & Co. Intl plc Radland International Ltd Kim Eng Securities(HK)Ltd Piper Jaffray Cos Guotai Junan Securities (HK); Taifook Securities Group Ltd; Tung Tai Securities Co Ltd; Emperor Securities Ltd; Kim Eng Securities(HK)Ltd

Real Estate High Technology Real Estate Energy and Power Financials Energy and Power Real Estate Energy and Power Consumer Staples Media and Entertainment Healthcare Energy and Power Energy and Power Healthcare Financials Consumer Staples High Technology

Financials

Energy and Power

Coal India Ltd

3,482.7

10/26/10

INR

Power Grid Corp of India Ltd Prestige Estates Projects Ltd Manappuram Gen Fin & Leasing Indonesia PT Borneo Lumbung Energi Krakatau Steel(Persero) Tbk PT Agung Podomoro Land Tbk PT PT Bakrieland Development Tbk Japan Elpida Memory Inc Gulliver International Co Ltd Malaysia PCG CIMB Group Holdings Bhd Malaysia Airport Holdings Bhd Philippines SM Development Corp Nickel Asia Corp Singapore Keppel Land Ltd South Korea OCI Co Ltd Hana Financial Group Inc Samsung Securities Co Ltd Sri Lanka Laugfs Gas Ltd Taiwan Walsin Lihwa Corp Wistron Corp Giga Solar Materials Corp

1,691.8 270.6 225.7

11/13/10 10/25/10 11/10/10

INR INR INR

Citi; Morgan Stanley; Bank of America Merrill Lynch; Deutsche Bank Securities Corp; Kotak Mahindra Capital Co; Enam Securities Goldman Sachs & Co; ICICI Securities & Finance Co; JP Morgan; SBI Capital Markets Ltd Enam Securities; JP Morgan India; Kotak Mahindra Capital Co; UBS Securities Ltd Bank of America Merrill Lynch; CLSA ECM; Enam Securities; UBS Securities Inc

584.7 300.4 251.5 74.8

11/10/10 10/29/10 10/28/10 10/19/10

USD USD USD IDR

PT CIMB Securities Indonesia; Morgan Stanley; Credit Suisse Credit Suisse; Deutsche Bank Asia; PT BAHANA SECURITIES; Danareksa Sekuritas; PT Mandiri Sekuritas Deutsche Bank Asia; JP Morgan Securities Asia Pte CLSA

Materials Materials Real Estate Real Estate

757.0 61.1

10/19/10 10/27/10

JPY JPY

Daiwa Sec Capital Markets Nomura Securities

High Technology Retail

4,148 259.5 128.2

11/12/10 10/18/10 11/11/10

MYR MYR MYR

CIMB Investment Bank Bhd; Deutsche Bank AG (Hong Kong); Morgan Stanley & Co. Intl plc CIMB Investment Bank Bhd HSBC Bank Malaysia Bhd; Nomura International PLC; RHB Bank Bhd

Energy and Power Financials Industrials

271.4 107.9

10/22/10 11/04/10

PHP PHP

BDO Capital Investment Corp CLSA; UBS Investment Bank

Real Estate Materials

388.5

11/08/10

SGD

Goldman Sachs Singapore; HSBC Investment Bank Asia (SG)

Real Estate

630.8 603.2 183.5

11/08/10 10/21/10 11/11/10

KRW KRW KRW

JP Morgan Secs (Asia) (HK) Credit Suisse UBS (East Asia) Ltd

Materials Financials Financials

85.5

11/04/10

LKR

Merchant Bank of Sri Lanka Ltd; Capital Alliance Corp

Materials

290.3 69.1 54.5

11/04/10 11/09/10 11/11/10

USD TWD TWD

Citi JP Morgan KGI Securities (Taiwan)

Materials High Technology High Technology

Materials Energy and Power Real Estate Financials

DEBT CAPITAL MARKETS TRANSACTIONS LIST

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

56

Proceeds (USDm)

Bookrunner(s)

Sector

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

Goldman Sachs & Co Citi; HSBC Securities Inc; UBS Investment Bank BNP Paribas SA; BOCI; Deutsche Bank AG; HSBC Holdings PLC; JP Morgan Standard Chartered Bank PLC; JP Morgan; RBS Standard Chartered Cap Mkts Barclays Capital; Credit Suisse; DBS Bank Ltd; Standard Chartered Bank PLC HSBC Holdings PLC; Standard Chartered PLC Goldman Sachs & Co; HSBC Holdings PLC; UBS Investment Bank Standard Chartered Bank (HK) HSBC Holdings PLC Hongkong & Shanghai Bank (HK) Barclays Bank PLC

Financials Materials Financials Consumer Staples Real Estate Telecommunications Financials Financials Financials Financials Financials Energy and Power

11/08/10 10/26/10

USD USD

Financials Financials

349.7

11/08/10

INR

Rural Electrification Corp Ltd

260.0

10/20/10

INR

SBI HDFC Export-Import Bank of India IDFC IFCI Ltd Indonesia Panin Bank Aerospace Satellite Corp Hldg Japan Japan Housing Finance Agency Mexico HAROT 2010-3 Sumitomo Mitsui Banking Corp NALT 2010-B Indonesia Republic Japan Finance Corp Bank of Tokyo-Mitsubishi UFJ Bank of Tokyo-Mitsubishi UFJ Sumitomo Trust & Bkg Co Ltd Japan Finance Corp JASSO Japan Finance Corp JFM Urban Renaissance Agency Kyoto Prefecture Metropolis of Tokyo American Honda Finance Bank of Fukuoka Ltd JFM Central Nippon Expressway Bank of Tokyo-Mitsubishi UFJ

224.7 112.7 85.2 67.6 56.4

10/22/10 10/19/10 11/04/10 10/19/10 10/29/10

INR INR INR INR INR

Barclays Capital; Citi; Deutsche Bank Securities Corp Bank of America Merrill Lynch; Citi; Deutsche Bank Securities Corp; JP Morgan; RBS Edelweiss Capital; Axis Bank Ltd; ICICI Bank Ltd; Trust Investment Advisors; ICICI Sec Primary Dealership; AK Capital Services Ltd; Deutsche Bank (India); Yes Bank Ltd; Kotak Mahindra Finance Ltd; Almondz Global Securities Ltd; SPA Merchant Bankers; Darashaw & Co Ltd; R.R. Financial Consultants; Sec Trading Corp of India; Real Growth Projects Ltd; LKP Shares & Securities Ltd; Barclays Bank PLC; ING Vysya Bank; Taurus Finsec Pvt Ltd Barclays Bank PLC; Trust Investment Advisors; Almondz Global Securities Ltd; Deutsche Bank (India); ICICI Bank Ltd; ICICI Sec Primary Dealership; Standard Chartered Bk (India); Yes Bank Ltd Citigroup Global Markets India; SBI Capital Markets Ltd; Kotak Mahindra Finance Ltd Axis Bank Ltd; Barclays Capital; ICICI Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors HSBC India Barclays Capital; Trust Investment Advisors; Axis Bank Ltd; ICICI Bank Ltd AK Capital Services Ltd; Axis Bank Ltd

336.0 165.0

11/09/10 11/10/10

IDR USD

CIMB Investment Bank Bhd; PT Mandiri Sekuritas; PT Indo Premier Securities; PT Evergreen Capital HSBC Holdings PLC; Standard Chartered Bank PLC

Financials Media and Entertainment

2,254.5 1,848.6 1,559.9 1,037.0 750.0 743.2 737.6 676.9 516.9 495.5 491.7 491.6 485.8 367.2 367.1 363.6 363.6 350.0 341.0 307.5 306.0 283.1

10/22/10 10/20/10 10/20/10 10/29/10 11/08/10 11/04/10 10/22/10 11/05/10 11/05/10 11/04/10 10/22/10 10/26/10 11/10/10 11/09/10 11/09/10 11/12/10 11/12/10 11/08/10 11/02/10 10/21/10 11/09/10 11/05/10

JPY JPY USD EURO USD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY USD JPY JPY JPY JPY

Mizuho Securities Co Ltd Nomura Securities; Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley JP Morgan; BNP Paribas SA Barclays Capital Group; Bank of America Merrill Lynch; Citi; Goldman Sachs & Co Citi; JP Morgan; SG Cowen Securities Corp Daiwa Sec Capital Markets; Nomura Securities Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd Daiwa Sec Capital Markets; RBS Securities Japan Ltd; Mizuho Securities Co Ltd Mizuho Securities Co Ltd Daiwa Sec Capital Markets Daiwa Sec Capital Markets; Nomura Securities; GSJCL Nomura Securities Barclays Capital; HSBC Securities Inc Nomura Securities Nikko Cordial Securities Inc Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley

Government and Agencies Government and Agencies Financials Financials Financials Government and Agencies Government and Agencies Financials Financials Financials Government and Agencies Consumer Products and Services Government and Agencies Government and Agencies Government and Agencies Government and Agencies Government and Agencies Financials Financials Government and Agencies Industrials Financials

Issue date

Currency

2,000 1,989.6 1,000 350.0 300.0 300.0 298.1 223.848 77.4 75.0 64.5 64.4

10/21/10 11/04/10 11/08/10 10/27/10 10/19/10 10/29/10 10/26/10 10/29/10 11/11/10 11/08/10 10/29/10 10/26/10

995.4 498.0

Power Finance Corp Ltd

HONGKONG Hutchison Whampoa Intl Ltd Sinochem Overseas Capital Co China Overseas Finance Noble Group Ltd Glorious Property Holdings Ltd Pacnet Ltd Sun Hung Kai Prop Cap Mkt Ltd Chong Hing Bank Ltd Hong Kong Mortgage Corp Ltd Dah Sing Bank Ltd Swire Pacific MTN Fin Ltd CLP Power Hong Kong Financing India ICICI Bank Ltd Axis Bank Ltd

Financials Financials Financials Financials Financials Financials Financials

Asian Legal Business ISSUE 10.12

market data | capital markets >> Kanagawa Prefecture Saitama Prefecture City of Yokohama Mitsubishi UFJ Trust & Banking Central Nippon Expressway JFM Shizuoka Prefecture Fukuoka Prefecture JFM Obayashi Corp Credit Saison Co Ltd Urban Renaissance Agency Urban Renaissance Agency City of Osaka Summit Oto Finance PT Toyota Motor Credit Corp Shikoku Electric Power Co Inc Fukui Bank Ltd Hanshin Expressway Co Ltd Obayashi Corp Sojitz Corp Hyogo Prefecture Tokyu Land Corp Japan Finance Corp Nagoya Railroad Co Ltd Tobu Railway Co Ltd ORIX Corp NTT Urban Development Corp Japan Steel Works Ltd Mori Building Co Ltd Mori Building Co Ltd Central Nippon Expressway City of Sakai Aichi Prefecture Shizuoka Prefecture Okinawa Development Finance Promotion Mutual Aid JP Nomura Real Estate Office Fund Chukyo Bank Ltd Michinoku Bank NPB Hybrid RMBS6 ERCA ORIX JREIT Inc Malaysia Cagamas Berhad Trans Thailand Malaysia Mongolia Trade & Dvlp Bank of Mongolia Philippines Travellers Intl Hotel Grp Inc ADB Singapore Oversea-Chinese Bkg Corp Ltd Land Transport Authority

496.8 385.7

Housing & Development Board Adira Dinamika Multifinance Global Crossing Ltd SBS Transit Ltd South Korea KNOC Posco Co Ltd KOGAS Kookmin Bank Hyundai Merchant Marine Co Ltd Shinhan Financial Group Ltd Honam Petrochemical Corp GS Caltex Corp Hana Bank Daewoo Engineering & Constr SK Energy Co Ltd Woori Fin Hldgs Co Ltd Hyundai Engineering & Constr Doosan Infracore Co Ltd Hyundai Capital Services Inc Hyundai Capital Services Inc OCI Co Ltd STX Pan Ocean Co Ltd LG Electronics Inc Industrial Bank of Korea Woori Financial Co Ltd Export-Import Bank of Korea Kumho Petrochemical Co Ltd Hanwha Chemical Corp SK Engineering & Constr Co Ltd LS Cable Ltd Hana Bank Daesung Group Holdings Co Ltd Shinhan Bank Mirae Asset Securities Co Ltd Mirae Asset Capital Co Ltd POSCO Specialty Steel Co Ltd Hyundai Elevator Co Ltd GS Holdings Corp LG Uplus Corp Mirae Asset Securities Co Ltd STX Heavy Industries Co Ltd Shinhan Bank Lotte Card Co Ltd Aju Capital Co Ltd Hana SK Card Hanjin Transportation Co Ltd Jeonbuk Bank Lotte Card Co Ltd Shinhan Bank Lotte Chilsung Beverage Co Ltd LS Industrial Systems Co Ltd Shinhan Card Co Ltd Hyundai Card Co Ltd Samsung Card Co Ltd Hyundai Card Co Ltd EWP Taiwan Taipower Nan Ya Plastics (Hong Kong) Eva Airways Corp Ltd Thailand PTT PCL Charoen Pokphand Foods PCL Pruksa Real Estate PCL Vietnam Maritime Bank

www.legalbusinessonline.com

248.0 248.0 246.2 245.9 244.8 244.8 242.3 242.3 196.6 184.9 184.4 183.6 183.6 172.1 168.0 149.0 123.3 123.2 123.2 123.2 123.2 123.1 123.0 122.9 122.9 122.9 122.9 122.9 122.6 122.6 122.6 122.4 122.4 121.2 121.2 121.2 96.9 72.7 62.0 62.0 61.2 60.6 60.6

11/02/10 11/02/10 10/19/10 10/22/10 11/09/10 11/09/10 11/11/10 11/12/10 10/26/10 10/20/10 10/22/10 11/09/10 11/09/10 10/22/10 10/21/10 10/21/10 11/08/10 10/20/10 10/20/10 10/20/10 10/20/10 11/05/10 10/21/10 10/22/10 10/22/10 10/22/10 10/26/10 10/22/10 10/19/10 10/19/10 10/19/10 11/09/10 11/10/10 11/12/10 11/12/10 11/11/10 11/11/10 11/12/10 11/02/10 11/02/10 10/27/10 11/11/10 11/11/10

JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY IDR AUD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY

Daiwa Sec Capital Markets; Nomura Securities Mizuho Securities Co Ltd; Nomura Securities Nikko Cordial Securities Inc; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mizuho Securities Co Ltd Nomura Securities; GSJCL; Deutsche Securities Inc Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets Mizuho Securities Co Ltd Nomura Securities; Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd Daiwa Sec Capital Markets Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Tokai Tokyo Securities Co Ltd; Nomura Securities DBS Vickers Sec Indonesia PT; HSBC Securities Indonesia; Standard Chartered Indonesia RBC Capital Markets Nikko Cordial Securities Inc Mizuho Securities Co Ltd Mizuho Securities Co Ltd Nomura Securities Mitsubishi UFJ Morgan Stanley Nikko Cordial Securities Inc Daiwa Sec Capital Markets Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd Daiwa Sec Capital Markets Mizuho Securities Co Ltd; Nomura Securities Nikko Cordial Securities Inc Nikko Cordial Securities Inc Nikko Cordial Securities Inc Daiwa Sec Capital Markets; Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd GSJCL; Morgan Stanley MUFG; Nikko Cordial Securities Inc Nomura Securities; GSJCL; Deutsche Securities Inc; Mizuho Securities Co Ltd Nomura Securities; Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley; Nomura Securities Nomura Securities Nomura Securities Mizuho Securities Co Ltd Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets Daiwa Sec Capital Markets

Government and Agencies Government and Agencies Government and Agencies Financials Industrials Government and Agencies Government and Agencies Government and Agencies Government and Agencies Industrials Financials Government and Agencies Government and Agencies Government and Agencies Financials Financials Energy and Power Financials Industrials Industrials Industrials Government and Agencies Real Estate Government and Agencies Industrials Industrials Financials Real Estate Materials Real Estate Real Estate Industrials Government and Agencies Government and Agencies Government and Agencies Government and Agencies Government and Agencies Real Estate Financials Financials Financials Energy and Power Real Estate

480.8 194.7

10/20/10 11/05/10

MYR MYR

AmInvestment Bank Bhd HSBC Bank Malaysia Bhd; CIMB Investment Bank Bhd

Financials Energy and Power

149.0

10/19/10

USD

ING Bank NV

Financials

296.3 180.4

10/27/10 10/21/10

USD CNY

Deutsche Bank AG; UBS Investment Bank Deutsche Bank AG (Hong Kong); Bank of China(Hong Kong)Group

Media and Entertainment Government and Agencies

11/08/10 10/22/10

USD SGD

Financials Government and Agencies

358.7

10/22/10

SGD

191.9 150.0 77.1

10/29/10 11/10/10 10/22/10

IDR USD SGD

JP Morgan; Morgan Stanley; RBS; Oversea-Chinese Banking ANZ Singapore DBS Bank Ltd; Hong Kong & Shanghai Bank (SG); Oversea-Chinese Banking; Standard Chartered Bank (SG); United Overseas Bank Ltd HSBC Securities Indonesia; Danareksa Sekuritas; PT Indo Premier Securities Credit Suisse; Goldman Sachs & Co Standard Chartered Bank (SG); Oversea-Chinese Banking

698.9

11/02/10

USD

10/21/10

USD

497.5 448.0 398.7 356.0 350.0 324.5 271.2 268.8 267.0 224.5 222.5 197.3 181.8 181.8 180.6 177.0 168.3 167.7 152.5 150.1 144.4 135.2 132.8 120.0 98.6 97.7 90.1 90.1 90.1 89.7 89.7 89.5 89.0 89.0 89.0 89.0 88.0 80.1 80.1 79.7 72.0 62.8 60.0 55.0 53.8 53.4 53.3 53.2 53.1 50.0

10/26/10 10/25/10 10/22/10 10/29/10 10/19/10 11/09/10 11/08/10 10/25/10 10/29/10 11/09/10 10/28/10 11/08/10 11/12/10 11/12/10 11/03/10 10/27/10 10/22/10 10/21/10 10/19/10 10/23/10 11/01/10 11/11/10 10/27/10 11/12/10 11/08/10 10/22/10 10/18/10 11/11/10 11/11/10 10/19/10 11/08/10 11/01/10 10/28/10 10/29/10 10/29/10 10/29/10 10/21/10 10/26/10 10/26/10 10/22/10 11/02/10 10/18/10 10/25/10 10/29/10 11/08/10 10/28/10 10/22/10 10/21/10 10/27/10 11/10/10

USD KRW KRW KRW USD KRW JPY KRW KRW KRW KRW KRW JPY JPY KRW KRW KRW THB KRW IDR KRW KRW KRW USD JPY KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW USD USD KRW KRW KRW KRW KRW USD

Barclays Capital Group; BNP Paribas SA; Credit Suisse; Deutsche Bank AG; Korea Development Bank Bank of America Merrill Lynch; BNP Paribas Securities Corp; Deutsche Bank Securities Corp; Goldman Sachs & Co; Morgan Stanley & Co Bank of America Merrill Lynch; Citi; Deutsche Bank Securities Corp; Goldman Sachs & Co; UBS Investment Bank Dongbu Securities Korea Investment & Securities; Daewoo Securities Co Ltd; KB Invest & Sec SK Securities Co Ltd; Mirae Asset Securities Daewoo Securities Co Ltd; KB Invest & Sec Korea Investment & Securities; Tong Yang Securities; Mirae Asset Securities Barclays Capital Japan Ltd; Mitsubishi UFJ Morgan Stanley; UBS Securities Japan Ltd Daewoo Securities Co Ltd; Hyundai Securities Co Ltd; Tong Yang Securities Shinhan Investment Corp Shinhan Financial Group Ltd KB Invest & Sec Kumho Investment Bank; Korea Development Bank; Woori Invest & Sec Co Ltd; KB Invest & Sec Barclays Capital Japan Ltd; Mitsubishi UFJ Morgan Stanley; UBS Securities Japan Ltd Barclays Capital Japan Ltd; Mitsubishi UFJ Morgan Stanley; UBS Securities Japan Ltd Hana Daetoo Securities Co Ltd Tong Yang Securities Woori Invest & Sec Co Ltd; E Trade Korea Co Ltd Standard Chartered Bank(Thai) Tong Yang Securities; Shinyoung Securities Co, Ltd; Daewoo Securities Co Ltd JP Morgan KB Invest & Sec Woori Invest & Sec Co Ltd SC Securities Korea Ltd; Shinhan Investment Corp E Trade Korea Co Ltd; Korea Development Bank Barclays Capital Japan Ltd; Mitsubishi UFJ Morgan Stanley; UBS Securities Japan Ltd Tong Yang Securities; Hana Daetoo Securities Co Ltd; SC Securities Korea Ltd Hanwha Securities Co SK Securities Co Ltd SK Securities Co Ltd Tong Yang Securities Shinhan Investment Corp Daewoo Securities Co Ltd; Woori Invest & Sec Co Ltd; LIG Investment & Securities Co Woori Invest & Sec Co Ltd Shinhan Investment Corp Hyundai Securities Co Ltd; Korea Development Bank Hana Daetoo Securities Co Ltd Hyundai Securities Co Ltd Hyundai Securities Co Ltd; Korea Investment & Securities; Tong Yang Securities HMC Investment Securities Co Tong Yang Securities; Korea Development Bank KB Invest & Sec Korea Development Bank Standard Chartered Bank PLC Shinhan Investment Corp E Trade Korea Co Ltd; Woori Invest & Sec Co Ltd Samsung Securities Kyobo Securities Co Ltd SC Securities Korea Ltd Tong Yang Securities Daewoo Securities Co Ltd; Samsung Securities

Energy and Power

696.9

Energy and Power Financials Industrials Financials Energy and Power Energy and Power Financials Industrials Energy and Power Financials Industrials Industrials Financials Financials Materials Industrials High Technology Financials Financials Financials Industrials Materials Industrials Industrials Financials Industrials Financials Financials Financials Materials Industrials Consumer Products and Services Telecommunications Financials Industrials Financials Financials Financials Financials Industrials Financials Financials Financials Consumer Staples Industrials Financials Financials Financials Financials Energy and Power

596.5 400.0 102.9

11/04/10 10/19/10 11/12/10

TWD USD TWD

KGI Securities (Taiwan) Mizuho Securities Co Ltd; Mitsubishi UFJ Financial Group Grand Cathay Securities Corp

Energy and Power Materials Industrials

335.4 267.4 168.2

10/21/10 10/22/10 11/03/10

THB THB THB

Siam Commercial Bank PLC; Bangkok Bank; Kasikornbank PCL Energy and Power Standard Chartered Bank(Thai); Bank of Ayudhya Plc; Krung Thai Bank; Thanachart Bank Pub Co Ltd; TMB Bank PCL Consumer Products and Services Kasikornbank PCL; Bangkok Bank; CIMB Thai Bank Public Co Ltd Industrials

51.0

11/04/10

VND

SCB (Vietnam)Ltd

Government and Agencies Financials Telecommunications Industrials

Materials

Financials

57

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Merry Christmas...

JLegal would like to wish all our clients and candidates a safe and happy holiday season.

Thank you for your support and we look forward to working with you in 2011!

and a Happy New Year!

Welcoming Australia to the JLegal Group To align our global group and branding, on 1 January 2011, Integrity Legal Australia will change its name to JLegal.

You can expect the same personal expert approach and service that Integrity Legal is committed to. We will continue to provide our clients and candidates with our unique blend of specialist knowledge and distinctive personalised service, which continues to differentiate us in the market.

Julia Lee, Director, JLegal Singapore t | 65 6818 9701 e | julia@jlegal.com Joseph Germano, Director, JLegal Australia t | +61 3 9910 6700 e | joseph.germano@integritylegal.com.au

Contact Us

www.jlegal.com

visit our website or contact us: e | singapore@jlegal.com t | singapore 65 6818 9701

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