Page 1

ISSUE 11.02

ALB Special Report: Singapore 2011 Competition heats up in the Lion City

M&A in 2011 Indochina’s time to shine

Legal process outsourcing What the rise of LPO means for Asia’s legal markets

2011

10 firms to set the legal market alight in 2011 n Lateral moves n Deals Roundup n Region-wide updates n debt & equity market intelligence ISSN 0219 – 6875 MICA (P) 103/07/2010

www.legalbusinessonline.com


1 June 2011 Capella, Singapore www.siaf.sg

“The Future for International Arbitration� The biannual Singapore International Arbitration Forum 2011 brings together eminent arbitration practitioners from around the world to discuss current and developing concerns in the international arbitration industry, with a particular focus on Asia. The 2011 conference will also deal with the specific topic of Insurance Arbitration, a key area of dispute resolution in the wake of the 2009 Global Financial Crisis.

* REGISTRATION FEE

SGD 800

* EARLY BIRD REGISTRATION FEE

SGD 700

* Registration and fees received after 31 March 2011 will be charged at the regular rate.

For enquiries, please contact the Forum Secretariat, Ms Minh Nguyen at Tel: (65) 6297 2822, Fax: (65) 6296 2670 or email to secretariat@siaf.sg

Presented by

Co-organised by

Singapore International Arbitration Centre


EDITORial >>

Finders and minders IN THE FIRST PERSON

A

great lawyer, or a great marketer? These terms are not necessarily mutually exclusive, but they do raise the question of the extent to which one’s success in commercial legal practice is dependent on marketing efforts, rather than excellence in legal advice.

As in many other professions, there is the question of the self-justifying proposition: the lawyer who is acknowledged as an expert in his or her field simply because that is what they have always been held out to be. Whether or not that reputation is deserved tends to be a separate question: there is an old joke that one needs to retire or die in order to be deleted from certain industry directories of leading lawyers, some of which are compiled by junior researchers from the northern hemisphere.

“The transaction was run at a time when there was (and continues to be) a lot of interest in insurance assets in Malaysia, and consolidation of the insurance industry is being promoted and encouraged by the Malaysian regulators” Andre Gan, Baker & McKenzie (p4)

Unlike many facets of consumer business, consumers of legal services are sophisticated users of those services. Pure marketing hype alone will only get you so far and lawyers who give ill-conceived advice will ultimately be held to account for their actions. However, at the other end of the scale one must pose the question as to what extent one lawyer has a higher reputation than another simply as a result of their marketing and practice-building activities.

“Travel plays an important role in business growth in a down economy, by helping businesses connect with their customers”

Marketing is an accepted part of being a modern lawyer. But the price of this heightened commercial awareness must be an acknowledgment of the downside. This may no longer be a profession where one is judged upon one’s performance alone.

“Today, Mauritius is the location from which most direct investments are made into India, principally due to the MauritiusIndia Double Taxation Avoidance Agreement which dates back to 1983 ”

Suzanne Cook, USTA (p36)

Anthony Whaley, Conyers Dill & Pearman (p63)

One must pose the question as to what extent one lawyer has a higher reputation than another simply as a result of their marketing and practice-building activities www.legalbusinessonline.com

1


| deals>> CONTENTS News >>

contents ASIA

2011

36

30 cover story ALB Watchlist 2011 This year promises to be another year of transformation for law firms operating across the Asia-Pacific. In our annual watchlist feature, we single out ten firms for whom 2011 will be critical

NEWS ANALYSIS 8 Hong Kong-China arbitration agreement The bilateral co-operation agreement on legal services for commercial matters in arbitration between China and HK has recently been signed 10 Medical negligence A rise in medical litigation, complaints and appeals coupled with structural changes of medical tribunal hearings, has resulted in temperatures rising. Despite protests from the doctors, lawyers are coming in

FEATURES 36 ALB business travel survey Business travel is a fact of life, and here ALB provides the most comprehensive compendium for business travel for today’s lawyer in the region

42 ALB Special Report: Singapore 2011 Pamel Koh investigates the optimism, the tussle and intensifying free-for-all, as a trend of consolidation emerges in the Garden Island while an ever-growing throng of lawyers arrive on the doorstep 54 M&A: emerging markets to the fore By almost every measure, 2010 was a record year for M&A across Asia. Now many are predicting that 2011 could be even better 62 Mauritius: passage to the BRIC nations There’s more to Mauritius than just Indian investment, as Africa, China and South-East Asia are all on this tropical island’s hit list 66 IP With a projected growth rate in 2011 of between 7-8%, is this practice area the path for Asian development?

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

70 Legal process outsourcing One of the fastest growing subsectors of the legal services industry, unparalleled annual growth of 26% for LPOs has led to a new trend of stratification

Regulars 4 DEALS 12 NEWS • Significant FDI prompts Jones Day’s Saudi swoop • Vietnamese firm launches in Singapore with former DLA Asia head • Jones Day’s new Singapore MP, Indonesia focus • Hong Kong, China, Japan and Korea IP filings surge • Clifford Chance launches third office in Qatar • Kilpatrick launches second Asian office • Norton Rose,Minters sweeten sugar deal

Practice area and industry editors

The Industry Updates section is sponsored by the following firms:

China

Vietnam

Intellectual property / Energy & Resources / Employment

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

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

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

Philippines Founded in 1945, SyCip Salazar Hernandez & Gatmaitan is one of the most-established law firms, and the largest, in the Philippines. Principally based in Makati City, the country’s financial and business centre, the firm also has offices in Cebu City, Davao City and the Subic Bay Freeport. SyCip’s practice covers all fields of law and the broad range of the firm’s expertise is reflected in its client base, which includes top local and foreign corporations, international organisations and governments. SyCip combines the traditions of professional integrity and excellence with a time-tested ability to break new ground.

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

2

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.

M&A 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 11.02


www.legalbusinessonline.com

ALB issue 11.02 42

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

62

• Mid-level candidates still benefit from professional touch • Flexibility hinders careers for UAE mothers • Norton Rose brings trainees from Australia 13 UK Report 15 US Report 76 M&A deal update 78 Capital markets deal update INDUSTRY UPDATES 17 Intellectual property ATMD Bird & Bird 19 Energy & resources ATMD Bird & Bird 20 Malaysia tax Azmi & Associates 21 Islamic Finance Mohamed Ridza & Co

22 Emerging markets Kelvin Chia partnership 23 Doing business in Malaysia Naqiz & Partners 26 REGIONAL UPDATES • China | Paul Weiss • Philippines: | Sycip Salazar Hernandez & Gatmaitan • Singapore: | Loo & Partners • Vietnam: | Indochine Counsel • Malaysia: | Wong & Partners • Indonesia: | Bastaman Enrico •

profiles

44 ATMD Bird & Bird 56 Loo & Partners 59 Bizconsult

Practice area and industry editors (cont)

The Industry Updates section is sponsored by the following firms:

Islamic Finance

Emerging Markets

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

Kelvin Chia Partnership is a commercial law firm headquartered in Singapore with strong regional capabilities. With offices in Hanoi, Ho Chi Minh City, Yangon, Bangkok and Phnom Penh, and extensive experience all throughout Asia, we provide localized legal solutions consistent with international standards in emerging markets in Asia.

ALB enjoys alliances with the following organisations SCCA The Singapore Corporate Counsel Association or SCCA was set up in 2002. It is the pioneer association representing in-house lawyers in Singapore. http://www.scca.org.sg

www.legalbusinessonline.com

3


NEWS | deals >>

• Arkema, a leading chemical producer, now leads the global coatings resins market and has increased its growth drivers in Asia with acquisition of Sartomer

Role: Counsel to issuer

deals in brief

• China Datang Corporation Renewable Power is nation’s second-largest wind-power producer by installed capacity

Gary Lock Herbert Smith

• Parent company of the issuer, China Datang Corporation, is one of the five largest-scaled power generation enterprises in China

| Equity | ►► China Construction Bank global rights offering Value: US$9.2bn Firm: Baker & McKenzie Lead lawyer: Craig Andrade Client: China Construction Bank Role: Counsel to acquirer

| M&A | ►► ACE–Jerneh Asia Berhad stake acquisition Value: US$214.2m Firm: Baker & McKenzie Lead lawyer: Andre Gan Client: Jerneh Asia Berhad Role: Counsel to seller Firm: Clifford Chance Lead lawyers: Andre Gan Philip Rapp, Tracy Baker & McKenzie Whiriskey, Toby Parkinson Client: ACE INA International Role: Counsel to buyer Firm: Chooi & Co Lead lawyer: Moy Pui Pee Client: ACE INA International Role: Counsel to buyer

• Jerneh Asia Berhad is a Malaysiabased investment holding company • ACE Group is one of the world’s leading commercial property and casualty insurance organisations • Valuation is reportedly the highest price paid – 2.24 times price-tobook-ratio – for a general insurer after the GFC

| Equity | ►► China Datang IPO Value: US$214.2m

Firm: Herbert Smith Lead lawyers: Kevin Roy, Gary Lock Client: Joint lead managers Role: Counsel to joint bookrunners Firm: Clifford Chance Lead lawyers: Tim Wang, Crawford Brickley Client: China Datang Corporation Renewable Power

Firm: Freshfields Client: Joint underwriters Role: Counsel to underwriters • China Craig Andrade Construction Baker & McKenzie Bank Corporation is world’s second-largest lender – by market value – and recently opened a Sydney office • Following the GFC in 2009, it is the first Chinese bank to secure approval to operate in Australia 

| Equity | ►► Arkema–Sartomer acquisition Value: US$720m Firm: Khaitan & Co Lead lawyer: Rabindra Jhunjhunwala Client: Total S.A. Role: Indian counsel to acquirer Firm: Cleary Gottlieb Steen & Hamilton Client: Total S.A. Role: International counsel to acquirer

4

• Company also previously acquired Coatex in 2007 and purchased emulsions from Dow in North America in 2010, which were part of the acquisition program representing some US $1350.6m of sales recently presented by the Group, Total SA

| M&A | ►► State Grid–Spanish EPC power transmission acquisition Value: US $1.8b Firm: Milbank, Tweed, Hadley & McCloy Lead lawyers: Dan Bartfeld, Anthony Root Client: State Grid International Development Role: Counsel to purchaser Firm: Pinheiro Neto Advogados Lead lawyer: Laura Oliveira Client: Purchaser Role: Brazil Counsel to purchaser Firm: Machado, Meyer, Sendacz e Opice Advogados Lead lawyer: Jose Prado Client: Purchaser Role: Brazil Counsel to purchaser Firm: Uría Menéndez Lead lawyer: Juan Martín Perrotto Client:Seller Role: Counsel to seller • State Grid International Development offers power projects management services • Purchase of Spanish EPC is largest Chinese Anthony Root acquisition Milbank Tweed of power transmission assets outside China. It is also the first time where a Chinese company has obtained full control of a foreign electricity grid asset • Transaction is reportedly to account for an estimated 20% of China’s investment in Brazil in 2010 Asian Legal Business ISSUE 11.02


NEWS | deals >>

►► your month at a glance Firm Allen & Overy Baker & McKenzie

| M&A | ►► iGate–Patni acquisition Value: US$1.22b

Firm: Khaitan & Co Lead lawyers: Rabindra Jhunjhunwala, Haigreve Khaitan Client: iGate Role: Indian counsel to acquirer

Firm: J Sagar Associates Lead lawyer: Somasekhar Sundaresan Client: N K Patni Role: Counsel to target • iGate has struck a deal to buy out shares held by three founders of Patni – a 45% stake – along with 17.4% stake of private equity firm General Atlantic • US-based IT company will also raise debt of about US$700m from Jefferies & Company and RBC Capital Markets to fund acquisition • iGATE has also agreed to sell to Apax Partners US$270m worth of equity, which may be later increased up to US$480 m based on the response to open offer

| banking & finance | ►► Bank of Tokyo–Mitsubishi UFJ-RBS (finance acquisition) Value: US$5278m www.legalbusinessonline.com

Value Deal type (US$m)

Tokyo/Scotland

Bank of Tokyo-Royal Bank of Scotland Group finance acquisition

Malaysia

ACE–Jerneh Asia Berhad acquisition

China

China Construction Bank global rights offering

5,278 Banking & finance 214 M&A, equity 9,200 Capital markets

HK/China

Citic Securities International Investment Management–HKSE

37 Private equity

China/Germany

Jiangsu Jinsheng–EMAG Holding acquisition

n/a M & A

China/Hong Kong

China Datang–Hong Kong energy IPO

Freshfields

Taiwan/Hong Kong

Ruentex Group–Nan Shan Life Insurance acquisition

Fried, Frank, Harris, Shriver & Jacobson

Hong Kong/ China

UBS AG-Hopson notes issuance

Hong Kong/ China

Bank of America Merrill Lynch and BOC International-Trinity shares acquisition

97 M&A

643 Equity 2,160 M&A 300 Debt

Gide Loyrette Nouel

China

Carlsberg Group–Chonqing Brewery Co Shares Acquisition

349 Equity

Global Law

China

Novartis-Zhejiang Tianyuan acquisition

129 M&A

Hong Kong/China

China Datang IPO

2,000 Equity 2,000 Debt

Herbert Smith

Jones Day

Firm: AZB & Partners Lead lawyers: Zia Mody, Essaji Vahanvati, Alka Nalavadi Client: A K Patni and G K Patni Role: Counsel to target

Deal name

Clifford Chance

JiaYuan

Rabindra Jhunjhunwala Khaitan & Co

Jurisdiction

Khaitan & Co

Llinks

Maples and Calder

Milbank

Mori Hamada & Matsumoto

Morrison & Foerster

China

CNOOC bond offering

China

Tianyu IPO and listing

Indonesia

Bukit Makmur Mandiri Utama high yield bond debt tender

302 Debt capital market

Indonesia

PT Bumi Serpong Damai rights offer

550

Equity capital markets

Malaysia

RHB Capital share sale by Employees Provident Fund Malaysia

-

Equity capital markets

Europe/Asia/South Africa/ US

Arkema–Sartomer acquisition

India/US

Patni-iGate acquisition

33 Equity

720 Capital markets 1,220 M&A

India/US

JSW Infrastructure–Eton Park Capital Management

125 M&A

India

Leighton–Vizag Cargo Investment

147 Joint venture

India

Welspun–Leighton shares acquisition

105 Equity

China

Yonghui Superstores Co Public S offering

395 Capital markets

China/US

Home Inns convertible notes offering

184 Debt

China

Evergrande Real Estate offshore Renminbi bond

China/US

E-Commerce China Dangdang NYSE IPO

Taiwan

AirTAC share listing on the TSE

47 Equity

Hong Kong

MIE Holdings Hong Kong IPO

145 Equity

1,400 Debt 313 Equity

Hong Kong

China SCE Property

China/Brazil

State Grid-Spanish EPC power transmission acquisition

308 Debt,project finance 1,800 M&A

Japan/UK

JVC KENWOOD Holdings IPO

120 Capital markets

Japan/Singapore

The Sumitomo Trust & Banking Co–DBS Asset Management acquisition

105 M&A

Japan/UK

Mitsubishi UFJ Financial Group's–Royal Bank of Scotland Group portfolio of finance asset acquisition

Japan

Yoshinoya Holdings’ buy back of its own 133,000 shares from Itochu Corporation

6,200 M&A 170 M&A

Japan/China

Kirin–China Resources Enterprise joint venture

Singapore

Wilmar International–Sucrogen acquisition syndicated loan financing

1,897 M&A, debt

ANZ & HSBC syndicated loan facilities

1,300 Debt

O’Melveny & Myers

China/US

iSoftStone IPO

162 Equity

Orrick, Herrington & Sutcliffe

Hong Kong/China/US

SemiLEDs–NASDAQ IPO

102 Equity

Paul Hastings

China

China Construction Bank Rights Issue

9,200 Debt

Slaughter and May

1,050 Private equity

Norton Rose

China/Hong Kong

China Resources–Intra-group lending arrangement

Watson, Farley & Williams

Thailand/Singapore

Precious Shipping-Oswal Shipping of Singapore (vessel acquisition)

Wikborg Rein

Asia

Keppel–Clearwater jack-up rig purchase

400 Joint venture

98 M&A 360 Private equity

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

alb@keymedia.com.au

61 2 8437 4700

5


NEWS | deals >>

Firm: Allen & Overy Lead lawyer: Aled Davies Client: Bank of Tokyo-Mitsubishi UFJ Role: International counsel to acquirer

| private equity | ►► Citic Securities International Investment Management-HKSE Value: US$36.8m Aled Davies Allen & Overy

Firm: Linklaters Lead lawyers: Benedict James, Andrew Jones, Simon Branigan, Kim Rybarczyk Client: Royal Bank of Scotland Group Role: Counsel to target • Acquisition of RBS portfolio comprises of project finance assets worth approximately US$3,828m, consisting of natural resources, power and other infrastructure located in Europe, the Middle East and Asia

| equity | ►► Carlsberg Group– Chonqing Brewery Shares Acquisition

Firm: Clifford Chance Lead lawyer: Mark Shipman Client: Citic Securities International Investment Management Role: Counsel to issuer

• Acquisition takes Carlsberg’s stake from 17.46% to 29.71%, making it largest shareholder • Chonqing Brewery Co operates 16 breweries in Chongqing and surrounding provinces • Shancheng brand family, which is largely focused in the mainstream market segment, accounts for the majority of CBC’s volumes. The brand has a long-standing regional heritage and has been accorded the “China Famous brand” status Warren Hua Gide Loyrette by the Chinese Nouel Government

| equity | ►► iSoftStone IPO

• Objective of the fund is to achieve long-term capital appreciation through global investments in technology or new industries such as clean energy, that is supported by the economies of China, Hong Kong, Macau and Taiwan

Firm: O’Melveny & Myers Lead lawyers: Kurt Berney, Portia Ku Client: iSoftStone Role: Counsel to issuer

• Investment on the Hong Kong Exchange provides professional investors with the benefits of transparency and regulation of one of the world’s most active exchanges

| debt | ►► Home Inns convertible notes offering Value: US$184m

Firm: Chongqing Tianyuan Lead lawyer: Dong Yi Client: Chonqing Brewery Co Role: Counsel to acquiree

• Demand for hotels is higher in the international market than in US. Many US companies are targeting emerging economies – specifically the Asia-Pacific including China and India – for expanding their base

• Listing is the first of such listings of an investment company on the Hong Kong Stock Exchange since 2004

Value: US $349m Firm: Gide Loyrette Nouel Lead lawyer: Warren Hua Client: Carlsberg Group Role: Counsel to acquirer

largest travel destination by 2020 and the opening of new hotels in China will boost HMIN’s market share

Firm: Maples and Calder Lead lawyer: Greg Knowles Client: Home Inns & Hotels Management Role: Cayman counsel to issuer

Value: US$162m

Firm: Skadden Arps Lead lawyer: Julie Gao Client: Joint underwriters Role: Counsel to joint underwriters • iSoftStone, founded in 2001, is a leading China-based IT service provider with both Greater China and global clients • iSoftStone focuses on areas including technology, communications, banking, financial services and insurance and energy, transportation, and public sector • Whilst advising on this IPO, O’Melveny also represented iSoftStone in its acquisition of

Ascent Technologies allowing iSoftStone to further expand its geographical presence and service capabilities to cities including Boston and NYC

| debt | ►► China Construction Bank rights issue Value: US$9.2bn Client: China Construction Bank Role: Counsel to issuer Firm: Paul Hastings Lead lawyer: Raymond Li, Chris Betts, Catherine Tsang, Sammi Li, Steve Winegar Client: Underwriters Role: Counsel to underwriters • China Construction Bank Corporation is the world’s second largest lender – by market value – and recently opened a Sydney office • The purpose of the rights issue is, reportedly, to strengthen the capital base of the bank, which in turn will improve the bank’s capital adequacy ratio • Mainland banks are seeking to improve their capital after being ordered to keep more money in reserve by Beijing. The ordering arose due to bad debt fears following record lending last year to boost the economy during GFC

Firm: Skadden Arps Lead lawyer: Jason Tomita Client: Home Inns & Hotels Management Role: US counsel to issuer Firm: Simpson Thacher & Bartlett Lead lawyer: Leiming Chen Client: Credit Suisse Securities, JP Morgan Securities Role: US counsel to purchasers • Home Inns is a leading Chinese economy hotel chain with over 800 hotels across China. They aim to expand this number by more than 30% at the end of 2011 – an achievable goal due to their strong current financial position • China is predicted to be the world’s

6

Asian Legal Business ISSUE 11.02


NEWS | deals >>

| equity | ►► Yonghui Superstores Public Shares Offering Value: US$394.7m Firm: Llinks Lead lawyers: Wayne Chen, James Weng Client: Yonghui Superstores Role: HK Counsel to issuer • Yonghui Superstores Co is a largesized commercial chain enterprise selling fresh agricultural products, general merchandise and fashion apparel • Company and its subsidiaries have 135 chain stores in Fujian, Chongqing, Beijing and Anhui • Company has become much more profitable over 2010-11 with gross profit margin, net profit Wayne Chen Llinks margin on sales and inventory turnover ratio standing at 15.42%, 3.03% and 12.31% respectively

| equity | ►► SemiLEDSNasdaq IPO Value: US $102m

Firm: Orrick, Herrington & Sutcliffe Lead lawyers: Mark Lee, Thomas Tobiason Client: SemiLEDs Role: Counsel to issuer Firm: Lee and Li Attorneys-at-Law Client: SemiLEDs Role: Taiwan counsel to issuer Firm: Haiwen & Partners Client: SemiLEDs Role: PRC counsel to issuer Firm: Wilson Sonsini Goodrich & Rosati Client: Underwriters Role: Counsel to underwriters • SemiLEDs is a developer and manufacturer of LED (light-emitting diode) chips and LED components

www.legalbusinessonline.com

• Over the past five years, SemiLEDs has combined extensive semiconductor knowledge with LED technology Mark Lee Orrick to create a proprietary system which allows the production of more energy efficient LED chips

| equity | ►► E-Commerce China Dangdang NYSE IPO Value: US $312.8m

• This is fifth listing for the nonTaiwanese issuer on the Taiwan Stock Exchange • Maples and Calder also similarly advised the first and second nonTaiwanese issuers ever listed on the Taiwan Stock Exchange (Integrated Memory Logic and TPK)

| debt | ►► Evergrande Real Estate offshore renminbi bond Value: US$1.4 bn Firm: Maples and Calder Lead lawyer: Michael Gagie Client: Evergrande Real Estate

Firm: Maples and Calder Lead lawyer: Greg Knowles Client: E-Commerce China Dangdang Role: Cayman Islands counsel to issuer

Firm: Sidley Austin Lead lawyer: Matthew Sheridan Client: Evergrande Real Estate Role: International counsel to issuer

Firm: Skadden Arps Lead lawyer: Julie Gao Client: E-Commerce China Dangdang Role: US counsel to issuer

Firm: Commerce & Finance Lead lawyers: Liu Gang, Zhu Haiyan Client: Evergrande Real Estate Role: PRC counsel to issuer

Firm: O’Melveny & Myers Client: Underwriters Role: Counsel to underwriters

Firm: Davis Polk & Wardell Lead lawyers: William Barron, Gerhard Radtke Client: Underwriters Role: International counsel to underwriters

• A leading business-to-consumer E-commerce company in China, Dangdang focuses on the online sale of books, together with media products and other general merchandise

| equity | ►► AirTAC share listing on TSE Value: US $46.8m

Firm: Maples & Calder Lead lawyer: Christine Chang Client: AirTAC International Group Role: Cayman Islands counsel to issuer Firm: LCS & Partners Lead lawyers: Grace Ku, Jessica Ma Client: AirTAC International Group Role: Taiwan counsel to issuer Firm: Unknown Client: Yuanta Securities Role: Counsel to underwriter • AirTac is the second-largest pneumatic equipment manufacturer in China

Firm: King & Wood Lead lawyers: Wang Lixin, Huang Xiaoli Client: Underwriters Role: International counsel to underwriters • Evergrande Real Estate is one of the tenth largest real estate developers in Mainland China, engaging in property Michael Gagie Maples and Calder development, investment, management and construction. • In 2010 study on Top 10 Chinese Real Estate Companies, Evergrande placed No.1 with a brand value of RMB 8.016bn (approximately US $1,218m) • Deal is the largest Asian high-yield bond ever recorded and the largest Reg-S bond seen since 2001

| M&A | ►► Precious Shipping–Oswal Shipping of Singapore Vessel acquisition Value: US $98m Firm: Watson, Farley & Williams (Singapore) Lead lawyers: Damian Adams, Winnie Lee Client: Precious Shipping Role: Counsel to acquirer Firm: Norton Rose Lead lawyer: Robert Driver Client: Wuhan Guoyu Shipbuilding, Yangzhou Guoqu Shipbuilding Role: Counsel to acquiree • Precious Shipping, a Thai dry bulk operator, has acquired the entire issued share capital of four whollyowned single-purpose companies, each holding a new-building contract • Fundings for acquisitions are to come from a combination of excess cash flow and new bank finance according to the shipowner

| joint venture | ►► Leighton–Vizag Cargo Investment Value: US$147m Firm: Khaitan & Co Lead lawyer: Amitabh Sharma Client: Leighton Contractors Role: Indian counsel to Leighton Contractors (Consortium Member) Firm: J Sagar Associates Lead lawyer: Verghese Thomas Client: Sterlite Technologies (Vizag) Role: Counsel to Lead Member • Leighton has successfully signed a 26% investment in the project, Vizag General Cargo Berth, a coal and cargo handling company. • After a competitive bidding process, a consortium of Sterlite Industries and Leighton Contractors was assigned the project • Khaitan & Co have advised on various other similar investment deals in the concession-based Public-Private Partnership projects (PPP) in ports, roads and power transmission

7


NEWS | analysis >>

news in brief >>

Analysis >>

Revenue losses continue for Dorsey & Whitney US firm Dorsey & Whitney continues to suffer revenue losses, with gross revenue falling for the second consecutive year. Based on data released by the firm, gross revenue levels of US$322.7m were gained in 2010 – 6% lower than in 2009 and 12% lower than 2008. Despite this gross revenue fall, the firm’s revenue per lawyer climbed by 2% to US$568,713. Profits per equity partner rose by 4% to $521,756. The firm accredited the gain to lower headcount: in 2010 total headcount dropped by 7.5%. Partner numbers also dipped by 4%, which is a decline of 11.6 FTE equity and non-equity partners, to 265.8 total partners. In 2009, Dorsey cut about 8% of its expenses, which resulted in an increase in the firm’s net profit by 1% to $118.4mn. Chadbourne & Parke appoints four counsels and an international partner in Kazakhstan Five promotions were made in US-based Chadbourne & Parke’s offices – with Mukhit Yeleuov making partner at the firm’s Almaty base, while Benjamin Koenigsberg, Christy Rivera, Scott Bank and Susan Cowell were elevated to counsel in New York and Washington DC offices. Yeleuov counsels clients on a broad range of legal issues with a particular emphasis on litigation. He advises on disputes in corporate and contractual matters and has experience advising oil & gas companies, as well as counseling companies on capital markets and financial issues. K&L Gates adds Brussels Office Global law firm K&L Gates continues its European growth; adding the firm’s 37th office worldwide in Brussels, the Belgian capital and administrative centre of the European Union. Joining the launch as founding partners are Philip Torbøl and Patrice Corbiau, who both arrive from McDermott Will & Emery. “The creation of this new office with two highly experienced partners in such key areas will significantly enhance K&L Gates’ EU governmental regulatory coverage, as well as provide further European transactional capability,” said the firm’s managing partner Europe, Martin Lane. The practice will focus on EU competition law, state aid and government strategies, cartel investigations, merger control and anti-competitive conduct.

Hong Kong-China arbitration agreement: sharpening the competitive edge

T

he mainland’s desire to take its commercial arbitration service quality to an international level, along with Hong Kong’s call for more arbitration cases, has created a need to give businesses in Greater China more confidence to arbitrate locally. This has led to the recent signing of the bilateral cooperation agreement on legal services for commercial matters in arbitration (part of the effect of the Closer Economic Partnership Agreement (CEPA)), by the vicechairman of the China Council for

Promotion of International Trade, Dong Songgen, and Hong Kong’s secretary for Justice, Wong Yan Lung. According to Wong, the formal arrangement responds to the increasing demand for arbitration services, triggered by the high volume of business activity between the mainland and Hong Kong companies.

Mutual benefits: a two-way agreement

The key areas of the arrangement include strengthening information exchanges and collaborating in

“Hong Kong is the window to international arbitration for CIETAC: the increased collaboration will help CIETAC take its service quality to an international level” Tim Meng, GoldenGate Law Firm 8

Asian Legal Business ISSUE 11.02


NEWS | analysis >>

►►The Hong Kong-China arbitration agreement – main goals • • • •

Foster exchanges/co-operation between Hong Kong and mainland legal services and arbitration bodies Strengthen information exchanges and organise conferences on legal services and related activities Assist the legal services and arbitration sectors in both places to organise activities to enhance experience-sharing Facilitate enterprises in both places to provide training in commercial and arbitration law so as to encourage the establishment of better risk management and dispute resolution mechanisms for commercial matters • Promote cooperation and exchanges between legal departments under the CCPIT and related bodies in Hong Kong in areas such as arbitration, mediation, and IP protection • Enhance cooperation between relevant bodies in both places, including CIETAC, China Council for the Promotion of International Trade, Conciliation Centre of the China International Chamber of Commerce in the mainland, HKIAC, and Hong Kong Mediation Council to improve efficiency and standards in resolving commercial disputes

conferences on legal services. The agreement will also facilitate better training and cooperation between the legal divisions in both jurisdictions. It also involves cooperation between relevant bodies like the China International Economic and Trade Arbitration Commission (CIETAC), the China Council for Promotion of International Trade, the Hong Kong International Arbitration Centre (HKIAC) and the Hong Kong Mediation Council. While the terms of the agreement are not exclusive to arbitral institutions in the region, key players in the legal industry are paying closer attention to how the agreement will impact CIETAC and HKIAC. “Many of the arbitration matters heard at CIETAC today involve companies in Hong Kong, so this agreement is set to strengthen our collaboration with HKIAC,” said Yang Chunlei, deputy secretary-general of CIETAC. According to Phillip Yang, the immediate past chairman of HKIAC, ormal arrangements mean that there will be even closer cooperation – such as higher frequency of jointly held seminars and courses educating businesses and lawyers about arbitration. “In recent years there have been more senior CIETAC representatives coming down to Hong Kong to learn more about common law. They are also involved in the dispute resolution LLM courses that I conduct,” said Yang. Jun He’s arbitration partner Li Qing said the decision to formally exchange knowledge and skills is timely, indicating the increasing flexibility of both arbitral institutions to work towards providing quality services. Tim Meng, managing partner at GoldenGate Law Firm, said improving the quality of arbitration is one of the main aims of CIETAC. www.legalbusinessonline.com

He highlights the benefits for the institutions individually. “Hong Kong is the window to international arbitration for CIETAC: the increased collaboration will help CIETAC take its service quality to an international level,” he said. “CIETAC has a long-term goal in this: if they want businesses to choose them voluntarily then they will have to learn and adapt HKIAC’s efficient arbitration procedure. On the other hand, HKIAC is benefiting in the number of China-related matters by promoting itself as a friendly alternative venue for arbitration to Chinese businesses.”

Tackling competition outside Greater China

As part of CEPA’s objectives, the agreement can also be seen as collaborating to create greater synergy within Greater China to tackle competition for arbitration in other regions. “Given the proximity, working together will help us create a stronger synergy so we can seize more market share and target foreign companies that are inclined to arbitrate in regions like Singapore and London,” said CIETAC’s Yang. The aim for CIETAC and HKIAC is to promote themselves as good alternatives to each other, rather than as aggressive competitors. Closer collaboration will also help both PRC and international companies in Hong Kong better understand the process and be more comfortable with venue selection. “The agreement indirectly provides guidance for Hong Kong companies that may want to settle their disputes at CIETAC,” said Yang. With both regions working together, Hong Kong-based companies can feel more comfortable in taking their disputes to CIETAC, and Chinese companies in Hong Kong can

“Given extra exposure and training, Hong Kong lawyers will grow to be more receptive to CIETAC arbitrations and more confident to fully represent clients on the mainland” Philip Yang, HKIAC

also be confident that they will be received impartially at HKIAC. As a whole, companies will become more confident doing business in Greater China knowing that there is a competent arbitration process in both places that will support them when disputes arise. “The arrangement is excellent news for clients looking to resolve their disputes in this region, and represents a bonus for both Chinese and foreign parties who are doing business here,” said Justin D’Agostino, the Hong Kong-based partner at Herbert Smith, who plays a key role in advising on choice of arbitration venues. “The arrangement also indirectly impacts arbitration lawyers who are based in Hong Kong and are wary about arbitrations at CIETAC. Given extra exposure and training, Hong Kong lawyers will grow to be more receptive to CIETAC arbitrations and more confident to fully represent clients on the mainland,” said HKIAC’s Yang. The same goes for PRC counsels; according to Meng, PRC advisors are now more inclined to recommend the HKIAC as an arbitration venue as oppose to other international institutions like SIAC. ALB 9


NEWS | analysis >>

news in brief >> King & Spalding advises on landmark modular LNG Project King & Spalding has advised Pacific LNG Operations on a project funding and construction agreement and a shareholders agreement between the company’s affiliated Liquid Niugini Gas (LNGL) and Energy World Corporation (EWC). The agreement sets out parameters for the development, construction, financing and operation of a planned three million ton per annum (mtpa) land-based modular LNG plant in Papua New Guinea. LNGL is a joint venture project company owned by Pacific LNG John Savage and InterOil Corporation. The King & Spalding agreements with EWC provide a framework for the possible expansion of the initial LNG plant’s capacity to up to 8 mtpa of LNG. King & Spalding partners assisting Pacific LNG on the project are Singapore-based partners Dan Rogers and John Savage. Middle East invest US$700m in Malaysia Middle East countries are expected to invest nearly US$700m in Malaysia’s eastern region, especially in halal cuisine, tourism, agriculture, livestock and fisheries. According to East Coast Economic Region (ECER) development council CEO Dato Jebasingam Issace John, there has been plenty of interest from the Middle East on ECER. The council is currently engaged in “serious discussions” with several potential investors, and is expecting to announce positive developments this year. The council issued a statement saying it is confident of attracting more investments from Gulf Cooperation Council (GCC) countries this year, aiming to attract US$1.65bn of investments each year, of which US$658.5m is expected to come from the Middle East. ECER includes the states of Kelantan, Terengganu, Pahang and the district of Mersing in Johor. Westlaw launches pro bono and reemployment initiatives Legal subsidiary of Thomson Reuters, West has announced two new initiatives – a new pro bono outreach initiative and a website to help displaced lawyers affected by recent layoffs to find reemployment opportunities. ‘Do Justice’ is a new client-focused initiative that supports law firm pro bono activities, and will give US$12mn in Westlaw access to law firms, as an incentive for law firms to support pro bono outreach in the communities they serve. ‘Between Cases’ is a new online resource for displaced legal associates seeking employment and networking opportunities. The site includes job search tools, legal education offerings from West LegalEdCenter, information and resources for setting up a private practice, and special offers from Westlaw and other West services.

10

Analysis >>

Medical negligence A rise in medical litigation, complaints and appeals coupled with structural changes of medical tribunal hearings has resulted in temperatures rising. Despite protests from doctors, the lawyers are coming in

I

n the face of growing medical tourism in Singapore, and the strident drive by the country’s medical regulatory body the Singapore Medical Council (SMC) to educate the public on its patient rights, litigation on the medical front is predicted to see an exponential rise in the next 24 months. Although total complaints lodged with SMC fell by 30% in year-on-year comparative data in 2009 (according to the latest survey released in SMC’s annual report, 2010 numbers were not available), complaints had steadily risen. In fact, they more than doubled in the last 10 years – up from 55 complaints in 1998 to 138 complaints in 2008. Last December, a new amendment to the Medical Registration Act was passed to combat the shortage of experts available to sit on medical tribunal hearings – a direct consequence of the high increase of complaints over the years. This new amendment was the subject of fevered and vocal debate, as SMC weighed up the benefits of allowing senior legal professionals – as opposed to exclusively medical professionals – to chair or be tribunal members of disciplinary proceedings. In early 2009, the Ministry of Health conducted a public consultation to obtain views on the proposed amendments to the Medical Registration Act. After careful deliberation, MOH decided to pass the amendment in December 2010. “The proposed amendments to the Act will enable SMC’s cases to be heard and resolved more expediently,” said Singapore Medical Council president (as

he then was) Ong Yong Yau. This was passed despite protests from doctors, who were less than impressed with putting forth of senior lawyers and judges as judges of tribunal hearings for doctors. Doctors also piped up, wanting to “peer-review the acts of their own brothers and sisters” without interference by professionals that were not medically trained. But SMC disagreed: in a statement released in the council’s 2009 annual report, Ong addressed the issue by saying “SMC has a responsibility to the public to ensure that errant doctors are duly disciplined so that patient safety is upheld.” Whilst the number of complaints routing SMC’s internal tribunal framework is documented through the council, civil court cases involving botched jobs and inappropriate practices are harder to quantify. It is only through anecdotal evidence through practicing litigators that this information can be found. The trend is far greater emphasised in the courts. Litigation lawyers from two of Singapore’s ‘Big Four’ firms, Drew & Napier and WongPartnership, have seen a marked rise in medical negligence cases in civil court suits. “We are seeing an increase of 30-40% in work on medical negligence cases. A greater number of Singapore and foreign plaintiffs have come forward to complain about their medical treatment.  The rise is not limited to any particular area of medical speciality.” said Drew & Napier litigation director, Adrian Tan. After receiving adverse decisions from the Disciplinary Inquiries to the courts, the number of appeals from doctors has also increased. In recent months, botched jobs and serious offences have courted scrutiny, both from the public and the regulatory body. For example, Eric Gan was indicted in November 2010 and faces a six-month suspension for “grossly mismanaging the post-operative treatment” that led to the death of a patient. This case went on appeal to the Court of Three Judges, handled by Asian Legal Business ISSUE 11.02


NEWS | analysis >>

Tan Chee Meng SC and Melanie Ho, as lawyers for the Singapore Medical Council. In January 2010, the Martin Huang case was the first of its kind for the tort of assault and battery against a doctor. In June 2010, it was reported that Tong Ming Chuan was taken to court by the wife of his patient, Milakov Steven, who died after heart-transplant surgery. Tong was accused of failing to properly inform of the risks related to two operations and not offering other substitute treatment to the patient. As recently as December 2010, a high-profile botched nose job by Amal Dass, the husband of local celebrity Junita Simons, on celebrity makeup artiste Sng Hock Guan also made the news. “Singapore has never been traditionally known to award high Wendell Wong damages for medical Drew & Napier negligence, but there may be changes [coming] on that front. Singapore's

reputation as a first-class medical hub is tremendously important and cannot be compromised,” said Drew & Napier partner Wendell Wong. WongPartnership litigation partner Melanie Ho, whose team has worked on a number of the abovementioned cases, said that in terms of medical negligence cases, there are no databases which tabulate numbers. “Even though a Lawnet search can yield an approximate figure, it is not indicative of the actual number of cases that are commenced in court,” she said. “The reason is that in many cases, parties might settle out of court or proceed to the assessment of damages stage after the liability issues are resolved. These cases may not be reported.” According to Ho, who is on SMC’s panel of firms and has done work for the regulatory body for the last 12 years, the marked rise in complaints over the last 5 years could be attributed to a general increase in the number of practitioners, the treatments undertaken as well as a more informed

“We are seeing an increase of 30-40% in work on medical negligence cases. A greater number of Singapore and foreign plaintiffs have come forward to complain about their medical treatment... and the rise is not limited to any particular area of medical speciality” Adrian Tan, Drew & Napier www.legalbusinessonline.com

population who expect a high level of practice from doctors. She said as can be seen from the media and the recent Parliamentary debates on the amendments to the Melanie Ho MRA, SMC does publish WongPartnership details of convicted cases. This is to instill public confidence in the profession and is consistent with the approach taken by the SMC to maintain the medical profession’s high level of competence and ethical practice. “For our civil cases, most of our clients are local. Singapore is not alone in this phenomenon of an increase in medical negligence cases or cases involving professional misconduct. Trends in Australia, the UK and the US show an increase in medical litigation cases. This is largely attributable to the public’s awareness of their rights and available legal recourse, coupled with Singaporeans’ high expectations of our doctors,” Ho said. Drew & Napier litigators are also on the MPS panel of firms, and have represented numerous doctors in civil litigation law suits. They expressed similar sentiments. “As a society, Singaporeans are more prepared to sue their doctors,” Tan said. “We are also a medical tourism hub; and that means that there are foreigners coming here to undergo procedures. Inevitably, the number of negligence allegations will rise.” ALB 11


NEWS >>

news in brief >> Orrick, Lee and Li, Haiwen light up NASDAQ with first Taiwan LED IPO SemiLEDs Corporation has become the first Taiwanese LED manufacturer to hit the NASDAQ Global Select Market after its US$102m IPO. The proceeds of the offering, which closed just before Christmas 2010, will be used to expand production capacity in Taiwan – including the purchase of three additional reactors to manufacture LED wafers before the end of this year. An Orrick team led by Greater China partners Mark Lee, Thomas Tobiason and assisted by Silicon Valleybased Harold Yu advised SemiLEDs on the issue. The company turned to Taiwanese heavyweight Lee and Li for local law advice, while they tapped Haiwen & Partners for PRC law. Underwriters included Bank of America Merrill Lynch, Barclays Capital, and Jeffries & Company, and were represented by Wilson Sonsini. King & Wood goes aggressive in HK Swiss firm SG Fafalen and King & Wood have terminated the alliance struck less than 12 months ago as speculation mounts that the PRC giant is trimming excess fat before embarking on an aggressive expansion drive in the SAR. “After unsuccessfully attempting to combine our culture and operations with King & Wood, we have resolved to spin off and to resume our independent legal practice in Hong Kong,” the Swiss firm said in a statement. SG Fafalen will once again link up with local Hong Kong player Huen & Partners. Canadian ambassador to give ALB Japan Law Awards 2011 opening address The Canadian Ambassador to Japan – his Excellency Jonathon Fried – will be the distinguished guest of honour and deliver the keynote address at the ALB Japan Law Awards held on 31 March in Tokyo. Fried is known as an accomplished public speaker and will be addressing close to 300 of the region’s most influential solicitors, in-house counsel, investment bankers and business leaders at the awards ceremony. He has a distinguished record of public service as the former Executive Director for Canada, Ireland and the Carribean at the International Monetary Fund, Senior Foreign Policy Advisor to the Prime Minister and Head of the Canada-United States Secretariat and Privy Council Office, and Senior Assistant Deputy Minister for the Department of Finance. Fried has served on many commissions and boards, including the Board of Directors of EDC and also acted as Canada’s deputy for the G-7.

12

industry >>

Norton Rose, Minter Ellison sweeten sugar

N

orton Rose, Minter Ellison and Allen & Gledhill have advised on the loan facilities granted to fund the acquisition of Australian sugar producer Sucrogen (formerly CSR’s sugar and renewable energy business) by Wilmar International. Wilmar is one of the largest listed companies by market capitalisation on the Singapore Stock Exchange. The combined loan facilities of almost US$2bn – separated into two loans of US$1.3bn and US$597m respectively – was made through a syndicated arrangement by ANZ, HSBC and Cooperative Centrale RaiffeisenBoerenleenbank BA. The US$1.3bn term loan facility

will be used to finance the acquisition of Sucrogen whilst the US$597m revolving credit facility was used to meet the general corporate and working capital requirements of Sucrogen. Sucrogen is the largest raw sugar producer and refiner in Australia and the eighth-largest producer globally, as well as being a

►► quick facts Deal: Wilmar-Sucrogen acquisition syndicated loan facilities Value: US$2bn Synopsis: A syndication of three regional banks fund the acquisition of Australia’s largest raw sugar producer by a Singapore listed company Firm Client Role Norton Rose Lenders International counsel [lead partners: Yu-En Ong, Dan Marjanovic] Minter Ellison Borrower/acquirer Australian counsel Allen & Gledhill Borrower/acquirer Singapore counsel

middle east >>

Significant FDI prompts Jones Day triple

S

ustained investment and financial growth in the Saudi economy is behind Jones Day’s unprecedented decision to launch three new offices (Riyadh, Jeddah and Alkhobar) in the Kingdom, said the firm’s Europe/ Middle East partner-in-charge Mary Ellen Powers The firm previously had a presence in Saudi Arabia in the late 1980s but due to the limited and restrictive scope of work available to foreign law firms, the firm was forced to exit the country in the early ‘90’s. “The market for legal services in Kingdom of Saudi Arabia (KSA) today is significantly different. Much of the change has resulted from the sustained – and successful – effort by the Saudi government to create a broad-based economy by privatization of large segments of the economy. Now, 40% of the Kingdom is produced

by the private sector; and there also exists significant inbound and outbound investment and finance activity which requires sophisticated legal services,” Powers said. According to Powers, a real presence on the ground is required for the firm’s Middle East strategy to be effective. These offices will focus on project finance, M&A and dispute resolution. Jones Day will practice in association with Alsulaim Alawaji & Partners Law Firm, with former Jones Day partner Yusuf Giansiracusa re-joining the firm as partner-in-charge resident in the Riyadh office, which opened on 1 Jan 2011. Name partner Alawaji interned with Jones Day before establishing his firm with Osama Alsulaim in 1990, and Giansiracusa started his career with Jones Day. “And so, Asian Legal Business ISSUE 11.02


NEWS >>

buy with loan

major player in renewable energy. The transaction is typical of a growing number of deals taking place between Australia and South-East Asia. “The transaction is another example of a major investment by leading regional companies into the Australian commodities sector with funding being arranged regionally by major international banks,” Norton Rose lead partner of the Australian team Dan Marjanovic said. “With the Asia-Pacific region currently at the forefront of global growth, we expect that trend to continue,” he added. Wilmar was advised by Allen & Gledhill on Singapore law aspects and by Minter Ellison as Australian counsel ALB

uk report EU bar associations still compulsory following last-minute intervention The European Commission published its ‘Annual Growth’ survey in mid-January and had recommended EU member states remove restrictions on memberships of professional associations. That included lawyer members of Bar Associations, which lawyers are required to be a member of before practicing. Following the intervention of EC vice president Viviane Reding, however, the Commission recognised that the restriction would have ‘adversely affected the legal sector across Europe’. The amended version of the communication now requires removal of: “unjustified restrictions on professional services such as quotas and closed shops.” Freshfields, Ashurst make a stand on partner hours Ashurst LLP has announced a new policy raising the number of hours partners are expected to work on either ‘billable client work or other firm related activities’ to 50 (up from 35). The announcement comes hot on the heels of Freshfields vowing to make its partners focus on

fee-earning in the coming year. Senior partner Will Lawes and executive partner Stephen Ellers have said they will spend up to half their time on fee-earning. Senior partner Ted Burke said “[this commitment] is part of the thinking behind the new team. We had internal issues to deal with five years ago, but now anyone in management can focus on our clients and our people.” Freshfields gets top billing in Whitehall legal spend The Magic Circle firm was paid £6.25 and was the top billing law firm for 2010 on the UK Government panel of legal advisors. Based on legal spend over the past three years, Freshfields was third behind Field Fisher Waterhouse and Pinsent Masons, who each billed £15.8m and £14.7m respectively. The framework agreement, formerly called Catalist and used by the majority of government departments, covers 48 firms across eight different areas of work. Government departments are not formally required to use the panel list, however, and when the treasury sought legal help to rescue the banks, the documents provided noted that the advice given by Slaughter & May was off-panel.

Saudi swoop with a relationship that stretches over decades, an alliance was ‘a natural evolution’ of the relationship” Giansiracusa said. “We will start small in each office with one partner and one associate and we would expect to add a couple more lawyers in most of the offices in the next two years,” said Giansiracusa. The Jeddah and Mary Ellen Powers Jones Day Alkhobar offices of Alsulaim Alawaji & Partners/Jones Day will be officially launched later this year. Fahad Habib will relocate from Jones Day’s Washington office to head up the Jeddah office, while energy, M&A, finance and corporate partner Oliver Passavant will lead the firm’s Alkhobar office. ALB www.legalbusinessonline.com

 ROUNDUP

• Norton Rose has secured ex-Freshfields commercial litigation and arbitration star Yaroslav Klimov as partner, heading the Russia dispute resolution team, based in Moscow • DLA Piper has entered into an exclusive relationship with Portugese firm Azevedo Neves Benjamin Mendes Carvalho & Associados (ABBC). As yet, ABBC has not taken any DLA branding • Linklaters has appointed Brussels head of tax, Henk Vanhulle, as global tax chief. Vanhulle has been a partner since 1995 and takes over from Yash Rupal, whose 3 year term has ended • International firm Edwards Angell Palmer & Dodge (EAPD) has announced the appointment of ex-CMS Cameron McKenna corporate partner Niall McAlister as life sciences partner, effective 10 January, 2011 • Shell has requested details of anti-corruption and compliance policy of non-panel firms it does business with, ahead of the introduction of the Bribery Act • Barlow Lyde & Gilbert will be disappointed with its newly opened Brazilian operation. São Paulo based Barlow Lyde & Gilbert Consultores allegedly turned over GBP 115,000 but made a loss of GBP 209,000 • Clifford Chance’s London office advised on the financing of US$568m worth of guaranteed notes due 2017 by the Ukranian state enterprise “Financing of Infrastructural Products”, to finance infrastructure for the UEFA championship in 2012 • Hunton & Williams has unveiled its fifth female managing partner (across 18 offices internationally) as it announced Bridget Treacy will succeed Martin Thomas • Eversheds has managed to double its revenue from non-European offices over 2009-10. The Middle East has proved the largest untapped source and opening in Singapore and Hong Kong also contributed to the increase • SNR Denton and Macfarlanes will battle in the UK’s High Court over which Formula 1 team has the rights to use the Lotus brand. Group Lotus, a Malaysian owned, British-run engineering business granted rights to Malaysian company 1Malaysia F1 team in 2010, but subsequently withdrew them

13


NEWS >>

Singapore >>

Jones Day installs new office MP; foreshadows Indonesia focus

J

ones Day has installed Sushma Jobanputra as the new partner-incharge (PIC)of its Singapore office. Jobanputra, who took the reins earlier this year, will replace long-time incumbent David Longstaff in the position. Jobanputra has been a partner at the firm since 2008, focusing on banking & finance matters covering South-East Asia and India. Prior to joining the firm, she was a managing director at Barclays Capital and a partner with Linklaters in London. Jobanputra’s appointment brings the number of female PICs at the firm to ten. Longstaff is vacating the PIC role to focus his efforts on expanding the firm’s presence in the ASEAN region, with a particular emphasis on Indonesia. While the firm has been busy in that bustling market lately—

14

representing clients such as Godrej, PT Bumi Resources, and a number of foreign companies in their related investments, the firm is understood to be looking to further expand its reach into the archipelago. Last year, the firm acted on the first ever investment by a Chinese bank into an Indonesian company, the first Indonesian equity-linked deal to include an embedded equity swap transaction, as well as raising over US$2.5bn for one Indonesian client. “Looking ahead in 2011, we predict growth opportunities in the energy, finance and capital markets sectors. There has been a large inflow of investment into Indonesia’s resources sector, as well as infrastructure development, which we expect to continue,” said Jobanputra. “We are excited about the year ahead in Indonesia, which, along with India

and Vietnam, is showing tremendous potential for growth in 2011.” Despite its plans to expand its Indonesia practice, the firm said it was not considering venturing down the same growth path as Allen & Overy who opened an associate office in Jakarta in mid-2010. “[Jones Day] will work with a select group of leading Indonesian law firms, many of which have partnered with the firm for more than two decades,” said a spokesperson for the firm. ALB

Asian Legal Business ISSUE 11.02


NEWS >>

uae >>

Clifford Chance launches third Middle East office in Qatar

M

agic Circle firm Clifford Chance is set to expand its Middle East offering with a third office in the United Arab Emirates, to be launched as soon as its license approval is received. The new Qatar Financial Centre office will be led by Clifford Chance projects partner Richard Parris – who is currently stationed in the firm’s Dubai office – and supported by Greg Englefield, a partner who was previously seconded to local Qatar law firm, The Law Office of Gebran Majdalany between 2004-2006. Parris, a commercial projects lawyer specializing in the development aspects of energy and infrastructure projects, has been in the region for seven years. Englefield, currently a counsel in the Dubai office, had assisted in the development of the firm’s existing Qatari practice over the last six years. “It is clear to us that there is a great deal of dynamism in Qatar and across the region generally,” Clifford Chance managing partner David Childs said. The firm plans to service its Qatarbased clientele and said the opening of the office was a response to client request for a presence on the ground. The team will work closely with Saudi alliance firm Al-Jadaan and Partners and its two offices in the UAE: Dubai and Abu Dhabi. ALB

www.legalbusinessonline.com

us report Flat profits ‘in-line with expectations’ for Mayer Brown It seems law firm Mayer Brown was hedging its bets; as continued strategic investment including the expansion of its Brazilian arm following a merger with local firm Tauil & Chequer Advogados and acquisition of boutique firm Ayela Semerdjian & Associes (in November 2009) saw revenue and PEP flat-line. The firm’s chairman Bert Krueger said: “Our approach in 2009 and 2010 has been to respond effectively to the challenges of the global recession and also invest for the long term by aggressively moving forward with initiatives that will position us to better serve the global needs of our clients and to strategically enhance our domestic practices.” The firm also launched a new global derivatives practice in 2010. The firm still managed a PEP of US$1.07m despite the investments above. K&L Gates promotes 44 to partner A number of K&L Gates lawyers in offices from Warsaw to Boston to Palo Alto and Berlin and many in between are celebrating as 44 were promoted to partner following the firm’s announcement on January 21. While the majority were in US offices (including NY, Washington,

Seattle, Raleigh and San Francisco) three appointments were in the Berlin office, two in Hong Kong and two in London. ““This year’s entering class of partners represents the diversity of locations and practice disciplines of a global law firm,” said Peter Kalis, K&L Gates chairman and global managing partner. Ethics sub-committee labels Groupon use by lawyers ‘revenue sharing’ Some firms in the US have started to offer services through popular deal and coupon website Groupon. Usually everything from meals to car oil changes are available at a discounted rate for cash up front. In North Carolina, where one firm started to offer wills with durable power of attorney for US$99 via Groupon, an ethics sub-committee of the North Carolina state bar is considering whether or not this is ethical and constitutes ‘revenue sharing’ with a non-lawyer (Groupon gets paid a percentage of the money earned by the advertiser, causing a dilemma as this is not considered straight bartering). The lawyer who initiated the offer, Craig Redler, said it had been cleared by the local ethics committee and added: “I’ve been getting e-mails from attorneys all over the country asking how it’s worked out.”

ROUNDUP

• Orrick Herrington & Sutcliffe has announced it will launch in Munich after it acquired the German practice of US firm Holme Roberts & Owen. Two partners (corporate specialists Jens Röhrborn and Jörg Ritter), two of counsel, four associates and two paralegals will staff the office • Jones Day has appointed a new tax partner in its Frankfurt office, effective January 1, 2011. Martin Bunning has joined the firm from German firm GSK Stockmann & Kollegen in Frankfurt where his practice focused on domestic and international tax-related real estate advice • Baker & McKenzie has had to re-organise its London city office after employment partner John Evason stood down. IP partner Paul Rawlinson has been elected as Evason’s replacement. • Five city lawyers have started a new tech boutique firm, Radiant.Law, promising to do away with the billable hour. Lawyers from Latham & Watkins, BLG, Morrison & Foerster and Deutsche Bank all joined the firm • Three partners, including the vice chair, have left Howrey to join Dewey & LeBoeuf. Vice chair Henry Bunsow will co-chair Dewey’s IP litigation practice. He is joined by Howrey IP partners Denise De Mory and Brian Smith. • Pillsbury Winthrop Shaw Pittman has posted a 10% revenue increase in average PEP for 2010. The PEP was US$1.045., up from US$950,000 in 2009 off the back of flat revenue growth (US$532 c.f US$533 in 2009). This is the first report of Pillsbury breaking the US$1m PEP mark. • Bingham McCutchen has made 13 partner promotions, all in the US and in force as of 1 January across the firm’s antitrust, PE, energy and project finance and investment practice groups • Covington & Burling announced that it has hired former government prosecutor Robert Amaee, former head of the anti-corruption and proceeds of crime units at the SFO to strengthen its global anti-bribery and anti-corruption practice. Amaee will be based in London

15


NEWS >>

asia >>

Hong Kong, China, Japan and Korea IP filings surge past the West

I

ncreased investment in R&D across Asia has seen the number of patents and filings increase to pre-GFC levels; with filings from Hong Kong, China, Japan and Korea coming up tops – and trumping traditional heavyweight filer nations such as the US and Europe. Chinese filings for trademark protection jumped 20.8% last year, when such applications fell 11.7% in the US and 7.7% in Germany, according to statistics released by the World Intellectual Property Organization. The WIPO also states that US applications for patents protecting new inventions were flat in 2008-2009, when recession made capital harder to access and customers harder to find. Sheena Jacobs, a partner with Singapore’s ATMD Bird & Bird, said

“We have seen an increase in the protection of IP – both on patents and trading as well as general IP cases, and in patent litigation” Sheena Jacobs, ATMD Bird & Bird her firm has witnessed strong growth, not just with patent filings but also in IP litigation and patent trading work. ‘The increase is due to last year’s economic situation. Worldwide there was a drop in patent filings so countries that were less affected were able to pick up their filings. We have seen an increase in the protection of IP – both on patents and trading as well as general IP cases, and in patent litigation,” Jacobs said. Hong Kong, China, Japan and

Korea are fast becoming the top filers globally, with China having already surpassed the UK. “There is a much stronger R&D drive in Asia and that’s certainly a trend reflected in the numbers we are seeing,” Jacobs said. Baker & McKenzie.Wong&Leow IP partner Lorraine Tay has witnessed a similar trend in her practice. “Jurisdictions that we are seeing instructions coming from are Hong Kong, China, Singapore, Malaysia,

India and Thailand. Some countries are not as popular, obviously, but China is high on everybody’s list, that much is clear,” Tay said. According to Tay, the bulk of work is coming from domestic Asian companies and the sectors they are come from are increasingly diverse. “We are seeing a lot of our clients going outbound from Singapore. We are seeing a growing footprint going out of Singapore and even Asia. This ranges from hospitality and lifestyle products to electronics. There is still activity inbound but the growth is in outbound work from Asia,” Tay said. “We now don’t rely on Western companies for work.” ALB

asia >>

Kilpatrick seizes on Howrey’s Taipei split to launch second Asian office

A

group of four lawyers from US firm Howrey have launched the Taipei office of Kilpatrick Townsend & Stockton, the firm’s second office located in Asia. The four lawyers, including partner Glen Rhodes, of counsel YS Hsieh and associates I-Wen Chu and Cindy Chou, cited increasing client conflicts between Howrey and their practice’s growing Taiwanese client base as the

16

reason behind the split. The firm has seen an increase in patent, copyright and trademark work, as well as in the size of its local Taiwanese client Glenn Rhodes portfolio, over the last Kilpatrick 12 months. It plans to Townsend use a mixture of lateral hiring and relocations to bring its

newest office to critical mass. An unnamed source within the firm said the group continues to enjoy a cordial relationship with Howrey and receives instructions for Taiwan matters. Howrey’s withdrawal from Taiwan means that it doesn’t have a physical presence in Asia. Kilpatrick’s other Asian office (Tokyo) launched in 2006 and is led by special counsel Hitoshi Akiba. ALB Asian Legal Business ISSUE 11.02


NEWS >>

singapore >>

YKVN launches in Singapore with former DLA SE Asia head

V

ietnamese firm YKVN has hired K Minh Dang as a partner and head of its newly-opened Singapore office. Dang, who joins the firm from the Singapore office of DLA Piper where he was the partner-in-charge of the firm’s Southeast Asia corporate practice, will also be charged with the task of expanding YKVN’s cross-border ASEAN practice. Dang was instrumental in DLA Piper’s growth in Vietnam. In the early ‘90s, Dang set up the firm’s Hanoi and Ho Chi Minh offices in addition to serving as their executive partner. Prior to his time at DLA, Dang was with White & Case for 12 years, from 1993-2005. “Establishing an office in the financial centre of SouthEast Asia is a natural step for YKVN,” he said. “We will be closer to many top clients who maintain headquarters here, [be] better able to serve Vietnamese clients with SGX listings and outbound acquisitions, and well-positioned to assist in the resolution of Vietnam related commercial disputes through arbitration in Singapore. This is emerging as the forum of choice for such disputes,” he added. The firm’s Singapore opening makes it the only Vietnamese firm with a physical presence there. ALB understands it could soon be joined by a number of its compatriots. At least three law firms are seeking to enter Singapore this year with stand-alone offices and joint law venture models being discussed. ALB

Update >>

Intellectual Property Passing-Off Based On Use Of Culinary Awards

I

n pork noodle seller’s (the “Plaintiff”) action against his nephew (the “Defendant”) for trade mark infringement and passing-off, the Singapore High Court (the “Court”) found that while infringement was not established, there was indeed passing-off in this case. The Plaintiff owned a pork noodle business called “Hill Street Tai Hwa Pork Noodle” which had previously won several culinary awards. He was also the registered proprietor of the following mark in Class 29 and 30: In 2008, the Defendant opened a pork noodle business under the name: pronounced in dialect as “Lau Dai Hua”. The Defendant also displayed the Plaintiff’s culinary awards in advertisements for “Lau Dai Hua”. The Court found that the Plaintiff’s specific reference to ‘老大華’ or “Lau Dai Hua” in the Plaintiff’s congratulatory message to the Defendant at the opening of the latter’s stall, amounted to the Plaintiff’s consent of the use of ‘老大華’ or “Lau Dai Hua” by the Defendant. The Court accordingly found that there was no infringement. The Court also remarked that even if there was no consent, it was their view that there was no similarity between the Plaintiff’s mark and the Defendant’s sign. The Court held that the marks were visually dissimilar. Even if there were two similar sounding words i.e. “Tai Hwa” in the Plaintiff’s mark and “Dai Hua” in the Defendant’s sign, both written in Chinese script, the Court, on quantitative assessment of the common syllables appearing in both marks, found that there was insufficient aural commonality between the two. Passing-off was, however, established. The Court agreed that the Defendant’s use of the Plaintiff’s culinary awards in the Defendant’s advertisements suggested a link between the Defendant’s business and the Plaintiff’s business, and that there was a likelihood of confusion as a result. Nevertheless, the Plaintiff was only awarded nominal damages for the loss of the Plaintiff’s goodwill, as the Court found that the Plaintiff could not credibly quantify his loss arising from the Defendant’s passing-off. The Plaintiff however, was entitled to an order restraining the Defendant from the unauthorized use of the Plaintiff’s culinary awards. Terri Koh, Associate Direct: +65 6534 5266 Email: terri.koh@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.

www.legalbusinessonline.com

Terri Koh

17


NEWS >>

Singapore >>

Disputes drive sees Legal Solutions poach from rival Tan Teng Chin

S

ingapore boutique law firm Legal Solutions LLC has poached Henry Heng, former head of litigation at Tan Peng Chin LLC, and his team of Kevin Kwek lawyers. The coup will Legal Solutions add to the firm’s fastexpanding litigation and international arbitration practice, through strengthening associations with UK and Australian law firms. Legal Solutions, a firm that has been in operation for 6 years, has taken on four new hires in the past

2 months – including recently hired litigation lawyer Joanna Poh, who joined the firm in December 2010. “There has been a significant rise in international arbitration work for us over the last 12 months,” said Legal Solutions litigation director Kevin Kwek. “Interestingly, we have also been instructed in international arbitrations conducted outside of Singapore, such as in Hong Kong, London and China by clients from neighbouring countries because of our language abilities. “We see international arbitrations as being a great growth area in the next year or two and we intend to further

expand our arbitration practice to deal with the anticipated increase in such cases,” he added. According to Kwek, 70% of the firm’s dispute work is locally based, with 30% of its pipeline of work being international. “That 30% has risen steadily in the last 12 months and we expect further growth this year,” he said. “We are getting more international work from foreign law firms because Singapore is increasingly the seat of arbitration.” For calendar year 2010 Legal Solutions witnessed a 50% jump in the number of arbitration cases handled. ALB

INDIA >>

Clifford Chance switches gears in India; downgrades ‘best friends’ alliance

C

lifford Chance has downgraded its ‘best friends’ relationship with AZB to ‘good friends’ this month in a bid to spread its eggs in a variety of baskets; as hopes for Indian legal market liberalisation in the near term fade. Both firms had agreed to loosen the ‘best friends’ obligation in preparation of a longer term strategy that involves working with other firms to utilize the different expertise and client-base of a variety of firms. An unnamed source in Clifford Chance maintains that the relationship is still cordial and both firms will continue to refer work to each other. According to the source, a legitimate expectation that liberalization will happen in the near term prompted the non-exclusive alliance to form in January 2009; that

saw both firms working closely and sharing additional levels of support in terms of procedures, training and IT. That expectation is now diminished, calling for a review of both firms’ objectives. According to sources, Clifford Chance continues to have a long term ambition to establish an office in India and continues to Geraint Hughes recruit from local law Clifford Chance schools. At present, the firm has 40 Indianqualified lawyers working across the firm. Clifford Chance is expected to increase this number, in line with its strategy of growing its capability in India-related work. The source maintains that AZB

remains the right firm to work with on a range of matters, in terms of its expertise and client choice but aspires to broaden its client numbers and expand the portfolio of work the firm does in India and for India based clients.. Clifford Chance’s capital markets team in Singapore is currently coping with a full slate of India-related work and office managing partner Geraint Hughes has recently taken over as the head of the firm’s India’s practice. The firm is said to be targeting four main areas of growth in its Indian strategy, these include corporate M&A; finance (including asset, regulatory, commodity); debt and equity, capital markets as well as international arbitration with an Indian angle. ALB

hong kong >>

New regional managing partner predicts increased competition

D

espite expectations of significant client activity growth over the next few years, Freshfield’s newly minted regional MP Robert Ashworth is bracing the firm for increased competition for listings work, as well as Hong Kong-led M&A transactions from its US-based competitors.

18

Ashworth, a senior corporate partner based in Hong Kong since 1994 and leader of corporate business since 2000, was promoted to the role in mid-January. He succeeds Simon Marchant, who will return to the firm’s London corporate practice. “We are aware that a number of the

US law firms are increasing their Hong Kong law capabilities, with a view to capturing securities and M&A work in particular,” Ashworth said. “Whilst that will increase competition for listings work as well as Hong Kong-led M&A transactions, we have led the league tables in these Asian Legal Business ISSUE 11.02


NEWS >>

Update >>

japan >>

Davis strikes joint venture deal with former Atsumi lawyers

A

tsumi & Sakai has been rocked by the departure of partner Horoaki Takahashi and a seven-strong team to Canadian firm Davis, to create a joint venture to be named Davis & Takahashi. Davis, the only full-service Canadian law firm in Japan, is a project finance-focused law firm specialising in major infrastructure projects, in particular PPPs, M&A, energy and natural resources. Takahashi’s team specialises in banking, finance and capital markets. According to Takahashi, the new team aims to capture domestic and international business from Japanese clients more effectively. Davis managing partner Robert Seidel said the joint venture will enhance the firm’s effectiveness in advising clients looking to overseas markets from a base in Japan, as well as those wishing to do business in and with Japan. “More and more Japanese businesses are looking to acquisitions across Asia and North and South America, particularly in the infrastructure, energy and natural resources sectors, and the new Davis team is well-placed to support this advance,” said Davis’s Tokyo managing partner Tony McArthur. In November 2010, Atsumi took its own seven lawyer team from local rival TMI Associates, including experienced partner Yutaka Sakai. The firm was the first local Japanese firm to elevate foreign qualified lawyers (gaiben) to its partnership, when it promoted US lawyer Bonnie Dixon in 2002. Since then the firm has added Daniel Hounslow to its partner ranks, but to date, no other local Japanese law firm has followed Atsumi’s lead. ALB

from US firms areas for the past few years and are confident that we will continue to do well as the market continues to expand.” Ashworth outlines plans to grow the size of Freshfield’s operations in Asia, in particular, Greater China. According to him, the firm doesn’t have any current plans for opening additional offices in Asia. ALB www.legalbusinessonline.com

Energy & Resources Greening Of Buildings – Developing For Sustainability

T

he construction industry is a major driving force in Singapore’s economy. However, with escalating constraints in the supply of natural resources, and severe price hikes in fuel and commodities, a new economic reality is emerging. Singapore needs to strike a balance between economic development and environmental protection. In this regard, one cannot ignore the significant carbon footprint amassed and emitted by construction projects. In truth, the trail starts from the sourcing of natural resources, the manufacturing of materials, the process of construction until project completion and the building is in full operation. Due to rapid urbanisation and development in Singapore, environmental sustainability is a genuine concern. However, it should not be viewed as a hindrance to business growth, but rather, an opportunity for the construction sector to manage and reduce their carbon footprint and to save energy costs. Leading the way is the Samwoh Eco-Green Building, which is the first in the region to be entirely built with recycled concrete aggregate (RCA), which is derived from construction and demolition waste. It is also designed to utilize natural daylight in lieu of more electrical lighting and to maximise land space. LEED certified projects are also becoming more commonplace, as companies demand better environs in terms of energy conservation, water efficiency, emissions reduction and indoor environmental quality. Jurong Town Corporation’s “Plug-and-play” factory concept is another way forward. Catering especially for industries where operations cannot be conducted in multistacked facilities, this concept features a shared-centralised “spine” that houses parking, general amenity, warehousing and logistical facilities. Factories connected are able to tap and utilise the “spine’s” services, allowing for more factories to be developed on a smaller piece of land, potentially reducing land use by almost 35%. The Building & Construction Authority has enhanced the Building Control Act and put in place the Building Control (Environmental Sustainability) Regulations, to require a minimum environmental sustainability standard that is equivalent to the Green Mark Certified Level for buildings. The minimum environmental sustainability standard has been revised with effect from 1 Dec 2010 and all new buildings, as well as existing buildings undergoing major additions or extensions or retrofitting will be required to comply with the Code for Environmental Sustainability for Buildings, 2nd Edition, Aug 2010 issue. With such initiatives in place, it is hoped that Singapore is on her way to green at least 80% of all buildings by 2030, and to be a leading global city in environmental sustainability. Sandra Seah, Partner ATMD Bird & Bird LLP Phone +65 6428 9429 Email Sandra.seah@twobirds.com

Robert Ashworth Freshfields

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

19


NEWS >>

Hong Kong >>

Update >>

M&A Malaysia sees A Billion Ringgit Merger, Creating The Biggest Property Outfit In The Region

T

he Malaysian property scene is abuzz again. As if the surge of prices of landed properties in the Klang Valley area wasn’t enough, two of Malaysia’s largest property developers, UEM Land Berhad and Sunrise Berhad are merging together. The merger will create a “leading real estate company by market value, land bank and total assets, not just in Malaysia but the region.” UEM Land is the flagship real estate investment and development business of UEM Group, and is currently majority owned by UEM Group. Khazanah Nasional Berhad, the state investment arm of the Malaysian government, wholly owns UEM Group. Sunrise is in the field of property development, maintenance and investment. The UEM Land takeover of Sunrise is estimated to be worth RM1.4bil at a valuation of RM2.80 per Sunrise share. UEM Land has indicated that it will de-list Sunrise once the takeover is complete. The benefits of the mergers are two-fold. Sunrise, with a dwindling land bank (164 acres), will be able to capitalise on UEM Land’s massive land bank (11,400). UEM Land will gain from bringing on board the reputation of Sunrise, benefiting its strong brand equity with a proven track record in managing development of quality properties. Sunrise shareholders were offered two options for their shares; either to accept 1.33 UEM Land shares at an issue price of RM2.10 per share for every Sunrise share, or to accept 2.8 unlisted redeemable convertible preference shares (“RCPS”) in UEM Land at an issue price of RM1 for every Sunrise share. Regardless of the option chosen, ultimately UEM Group’s shareholding in UEM Land will be diluted, from 77.1% to somewhere between 56% and 65%. On Christmas Eve, UEM Land announced that it had received the transfer of 453.6 million shares, representing 91.57% of the paid-up capital of Sunrise. Subsequently, on 7 January 2011, UEM Land announced that it would compulsorily purchase the remaining Sunrise shares by invoking Section 222 of the Capital Markets and Service Act 2007, whereby the section allows for the compulsory acquisition of any remaining offer shares for which valid acceptances had not been received under the takeover offer. Sunrise is well known for its development in Mont Kiara (prestigious address in Kuala Lumpur) where the company built a number of high quality and exclusive condominiums. Conversely, UEM Land is currently focused in Iskandar, Johor, where the company intends to undertake development on a mass scale. It will be interesting to see the synergies between the two companies following the merger, and how the outlook of the new entity will reflect the nature of these two very different businesses. (The information herein contained is derived from public domain as at 26 January 2011) Daniel Saville, General Corporate Practice Group Azmi & Associates 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia. Phone : +603- 2118 5000 ext :5189 Fax : +603- 2118 5111 E-mail : daniel@azmilaw.com

20

Daniel Saville

Mid-level candidates still benefit from professional touch

R

ecruitment firms agree that mid-level legal professionals are in short supply; leading a number of Hong Kong and Singapore law firms to hold back from using just on-line recruitment methods to find graduates. In Hong Kong, it has become the norm for law firms to use the services of legal recruitment specialists to access the small pool of suitable specialist candidates, according to Tim Smith, a director with JLegal based in Hong Kong. While there may not be any shortage of graduates, those with a few years’ experience and established specialisations will get interviews with multiple firms, which can all be dealt with by the same agent, Smith said. “An experienced legal recruitment consultant will not only be able to advise on which firms are recruiting, they can also manage the interview and offer process.” When a consultant manages that process, the main advantages are that a recruiter can be treated as a direct line to the hiring partner, and can vet CVs to ensure that candidate receives a proper hearing, according to Ash Raivadera, a founding consultant with boutique legal recruitment business ATR & Associates in Singapore. An

“An experienced legal recruitment consultant will not only be able to advise on which firms are recruiting, they can also manage the interview and offer process” Tim Smith, JLegal

Singapore >>

Nabarro hires local construction

O

ne of Singapore’s most recent Foreign Law Practice (FLP) entrants, Nabarro, has made its first local partner hire this week – Norton Rose construction partner Glenn Cheng – who has laterally moved to help build the firm’s nascent construction and arbitration practice. Cheng, a specialist in engineering and construction law, focuses on oil & gas, civil and marine engineering, onand offshore infrastructure and building projects. He is a panel arbitrator and emergency arbitrator with the SIAC and also sits on arbitrator panels with the KLRCA, the Asian Legal Business ISSUE 11.02


NEWS >>

Update >>

Islamic Finance Crisis In The Arab World And Its Impact On Islamic Investment In Malaysia

T

he recent political upheaval in Tunisia and Egypt has created new risks for a shaky world economy which has yet to fully recover from its recent financial crisis. The political turbulence in Egypt has driven up prices of crude oil and food with prices of oil reaching its highest levels since 2008. Whiles leaders of other Arab nations watch anxiously for signs of whether the contagion of unrest in Egypt would reach their countries, the political turmoil has inevitably undermined investors’ confidence.

agent will also understand the firm’s culture and reputation within the market and offer an unbiased perspective on these, according to Smith. Other benefits include having a higher probability for a CV getting before the hiring partner, and the chance to have a recruitment agent act as a ‘verbal advocate’ and give hiring partners a more complete picture. Raivadera also mentioned that those factors can help a recruiter ensure that both the candidate and client get the right package in terms of salary and benefits. “Our knowledge of market norms becomes invaluable in getting the right deal for both parties.” ALB

partner from Norton Rose DIAC and the PIAC in Vietnam. Cheng will join Emerson Holmes, who has led the Singapore office since its launch in September 2010. Holmes, who specialises in construction and engineering arbitration and mediation, has moved to Singapore from London. Holmes and Cheng will be supported by Zoë Stollard, a UK-qualified construction lawyer. The firm’s move to open an office in Singapore is an unusual one, as its only other international office is based in Brussels. However, Nabarro received approval for its Singapore office launch in September 2010. According to a statement released by the firm, the decision to open the office was made to take advantage of the growing reputation of Singapore as a leading independent international arbitration centre. This is in addition to the need to support a number of the firm’s current construction and engineering clients and contacts who have operations in Singapore and in the wider Asian region. ALB www.legalbusinessonline.com

Up until recently investors have come to view developing nations as a potential source of high returns and relatively low risk, leading to a flood of investment into both major economies like China as well as “frontier” markets like those in sub-Saharan Africa. Today with the fear of unrest spreading to other Muslim nations with possibilities of change of regime causing an economic meltdown, investors have started to sell off both stocks and bonds of many developing nations, particularly in the Middle East. What would be sought after now would be a country with a stable government with sufficient infrastructure laid out to minimise any risk to investments. Could Malaysia be the alternative for such investors? If yes, the current crisis can be the catalyst for growth of the Malaysian economy. Malaysia with its economy growing steadily, backed by a stable government keen on enticing foreign investments and committed to creating an optimal environment for private enterprises to thrive, offers enormous potentials to investors. It is already currently enjoying brisk sales of ringgitdenominated Islamic bonds by Gulf borrowers and is one of the world’s biggest market for Shariah-compliant bonds. With the government having recently laid out the Tenth Malaysian Plan which proposes tax cuts on shariah-compliant transactions with intent to primarily promote innovations and creativity in Islamic securities, it is likely that Malaysia may be the frontier country for investors jittery about their current investments in the Middle East. The ruling government just needs to ensure that appropriate steps are taken to foster a conducive investment climate through a policy of gradual liberalisation to attract displaced investments from the middle east. Sharifah Shafika Alsagoff, Partner Tel: +603-20924822 Email: shafika.alsagoff@ridzalaw.com.my

Sharifah Shafika Alsagoff

21


NEWS >>

Update >>

Middle East >>

Emerging Markets Investment Incentives in Cambodia and Myanmar

W

hen analyzing the Mekong Sub Region for investment potential, a factor close to the heart of many investors is the availability of investment incentives. In Cambodia, the Council for the Development of Cambodia (“CDC”) automatically grants qualifying investment projects, known as QIPs, a package of investment incentives, which includes (i) profit tax exemptions of up to nine years or special depreciation, and (ii) exemptions on import duties for equipment, construction materials and raw materials, which are granted depending upon whether the QIP is orientated towards serving the domestic market, supporting other domestic industries or producing goods for export. These incentives are available to both foreign and domestic investors. Although QIPs receive a profit tax exemption, any distribution of retained earnings during the period of the profit tax exemption is subject to a special 20% additional tax on profit. Therefore, investors will need to carefully consider how and when profits are taken from the company. In order to qualify for a QIP, the investment must not be on a Negative List and must meet minimum investment thresholds based on the type of project, which typically requires an investment of at least US$300,000. In Myanmar, the Myanmar Investment Commission (“MIC”) has broad discretion in granting investment approvals and investment incentives, which may include (i) income tax exemptions of up to three years, (ii) accelerated depreciation for capital assets used in the business, (iii) income tax relief of up to 50% on profits from exported goods, (iv) loss carry forward for up to three years, (v) right to pay income tax on behalf of foreigners at rates applicable to resident citizens, (vi) exemptions on customs duties on machinery, equipment, spare parts and materials used during construction, and (vii) exemptions on customs duties on raw materials imported for the first three years of commercial production following the completion of construction. Also, investments approved by the MIC would receive essential investment guarantees under the Foreign Investment Law, such as the right to transfer capital and profits out of Myanmar and non-nationalization. The MIC considers investments that meet minimum investment thresholds, which are US$300,000 for service related investments Jay Cohen and US$500,000 for manufacturing related investments; however, these minimums do vary from time to time. One caveat – the investment incentive application process has a number of nuances in Cambodia and Myanmar; however, for the prepared investor, the rewards can be considerable. By Jay Cohen, Country Manager for KCP Cambodia Ltd & Khin Leinmar Ban Aye, Legal Associate for Kelvin Chia Yangon Ltd

22

Khin Leinmar Ban Aye

Flexibility hinders careers for UAE mothers

F

emale lawyers looking for work in the Middle East, even with one of the global firms, may be in for a surprise. Only 32% of UAE companies said they planned to increase the proportion of female staff with children during 2011, in a report released by international office letting agency Regus. And internationally the proportion was not much greater; with only 36% of the 10,000 companies surveyed saying they would increase their numbers of female staff with children, down from 44% in the previous survey. Of the UAE respondents, 45% said they were concerned a mother may take time off to have more children. Yet even

Australia >>

Norton Rose brings trainees

N

orton Rose now offers graduate trainees from Australia the opportunity to work in one of its five Asian locations. Norton Rose has offices in Singapore, Hong Kong, Tokyo, Beijing or Jakarta, and is the only Magic Circle firm offering Australian trainees the chance to cement ties with the regional hubs of Hong Kong and Singapore. “We are working in a regional market,” said Rolf Moses, director of people and development for Norton Rose Australia, who organised trainee secondments to Asia. Moses is also responsible for placing trainees from Hong Kong and other Asian jurisdictions in the Australian offices. For those wondering what areas offer placements, Moses identified energy and resources, construction, general corporate and finance as areas open trainees wanting to complete a rotation in Australia. He said the process definitely works two ways. “The benefits of joining a global legal practice are clear and our ability to Asian Legal Business ISSUE 11.02


NEWS >>

Update >>

“If employers want to recoup their investment in women and retain them for the long term, they need to better appreciate how much turnover and job dissatisfaction can be driven by non-work factors” may al-dabbagh, dubai school of government

though the number of ‘family-friendly’ firms appeared to be dwindling given the latest results, the UAE was considered by Regus officials to have the highest level of female participation in employment in the GCC. 59% of women were reported to have contributed to the economy; yet the proportion of participants that are employed by law firms is not known. Commentators said that the focus should be taken off a candidate’s gender and placed back on their job skills. “If employers want to recoup their investment in women and retain them for the long term, they need to better appreciate how much turnover and job dissatisfaction can be driven by non-work factors,” said May Al-Dabbagh, director of the gender and public policy program at the Dubai School of Government. Despite these low results one law firm, Freshfields, has attempted to persuade women that they can have a demanding career as well as a family. “In four specific cases we have allowed young mothers working in our group to have flexible working time. We know there is a lot of work to be done, but they need not be at the workplace and the partners are confident they can leave early and log-in from home to work there when needed,” said Tariq Baloch, a UAE associate with the Magic Circle firm based in Dubai. ALB

from Australia move our graduates and young lawyers into offices overseas is one factor that attracts lawyers to us. Along with offering 14 Australian second-year lawyers opportunities offshore, we are currently hosting lawyers from London on secondment and will soon be hosting trainees from Asia,” he said. Rolf Moses Moses also mentioned that a Hong Kong Norton Rose graduate will be joining the Sydney corporate practice group for a six-month secondment later in 2011, and by 2012 London graduates will be able to tick Australia as a preferred destination, making each Norton Rose office multicultural. “The great thing is that not only will these trainees be living and working in Hong Kong, for example, they will also be working with graduates from London, the US and all over the world essentially, and they will all be in it together,” he said. ALB www.legalbusinessonline.com

Doing Business in Malaysia Malaysian Code on Take-Overs and Mergers 2010 – A Fresh Approach?

T

he Malaysian Code on Take-Overs and Mergers 1998 (“Old Code”) has been superseded by the Malaysian Code on Take-Overs and Mergers 2010 (“New Code”) with effect from 15 December 2010.

Key changes arising from the implementation of the New Code include the following: (i) potential offerors or offerees are required to make an announcement on possible offers which might result in unusual share movements or increase in the volume of share turnover of the offerees. However, a potential offeror is not allowed to undertake a second take-over offer within six months of any announcement that the said offeror is not undertaking a potential take-over offer; (ii) the following two new categories of “persons acting in concert” have been added to the New Code:(a) a company, the directors of the company, and shareholders of the company where there is an agreement, arrangement or understanding between the company or directors of the company, and shareholders of the company which restricts the director or the shareholder from offering or accepting a take-over offer, or increasing/reducing his shareholdings in the company; (b) a partner who is a partner of a partnership; (iii) the New Code explicitly allows voluntary offers with a higher acceptance threshold to be undertaken . Pursuant to the Old Code, a voluntary offer would normally have been conditional upon the offeror having received acceptances which would result in the offeror holding more than 50% of the voting shares of the offeree. Under the New Code, offerors are entitled to make a voluntary offer conditional upon receiving acceptances which would result in the offeror holding in aggregate more than 90% of the voting shares of the offeree; (iv) companies that are incorporated outside Malaysia but listed on Bursa Malaysia Securities Berhad and real estate investment trusts that are listed on Bursa Malaysia Securities Berhad are now subject to the New Code; (v) the New Code has reduced the payment period in a take-over offer from 21 days to 10 days for payment of cash consideration. In cases where the consideration involves only securities or a combination of cash and securities, the payment period has been reduced from 21 days to 14 days; (vi) the New Code would apply to any person who undertakes a take-over offer, howsoever effected, by way of a scheme of arrangement, compromise, amalgamation or selective capital reduction. In light of the above changes, the New Code highlights the Malaysian Securities Commission’s continuous efforts to enhance investor’ protection and transparency and to establish higher standards of governance in take-over and merger activities in Malaysia.

Written by Lim Wei Chien, Partner, Naqiz & Partners E-mail: weichien@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

Lim Wei Chien

23


NEWS >>

appointments ►► LATERAL HIRES Name

Leaving

Going to

Practice

Location

Stephen Nelson

King & Wood

DLA Piper

Tax

Hong Kong

Ketan Kothari

Thakker & Thakker

Khaitan & Co

Tax

Mumbai

Anand Metha

Thakker & Thakker

Khaitan & Co

Corporate, banking & finance

Mumbai

King & Wood loses two more partners as EAPD bolsters burgeoning HK office Only days after the defection of its tax head Stephen Nelson to DLA Piper, King & Wood has lost a further two partners from its Hong Kong office. John Lo and Kenneth Choy have both departed for the Hong Kong office of US firm Edwards Angel Palmer & Dodge (EAPD). Lo is a corporate specialist with a focus on emerging companies, venture capital, private equity, M&A and outbound Chinese investment. On the other hand, Choy is an experienced IP practitioner whose practice encompasses both contentious and non-contentious aspects. Prior to his time at King & Wood, Choy worked in-house as the chief legal officer of an international technology group located in China. The firm’s Hong Kong office, which operates in association with local Hong Kong outfit Lister Swartz, now has five partners: Lo and Choy join principals Martin Lister and Kristi Swartz as well as Andrew Lui, the former Asia managing partner of Salans, who was recruited in mid 2010.

John Lo

King & Wood

Lister Swartz

Corporate, M&A, PE

Hong Kong

Kenneth Choy

In-house counsel

Lister Swartz

Intellectual property

Hong Kong

Yusuf Giansiracusa

Alsulaim Alawaji & Partners

Jones Day

Partner-in-charge of associate office

Riyadh

Glen Rhodes

Howrey

Kilpatrick Townsend & Stockton

Managing partner, IP

Taipei

I-Wen Chu

Howrey

Kilpatrick Townsend & Stockton

Intellectual property

Taipei

Cindy Chou

Howrey

Kilpatrick Townsend & Stockton

Intellectual property

Taipei

YS Hsieh

Howrey

Kilpatrick Townsend & Stockton

Intellectual property

Taipei

Jean Choi

PriceWaterhouseCooper

DFDL Mekong

Co-head tax group

Cambodia, Vietnam, Laos

Ken Hawkes

Hogan Lovells

White & Case

Project finance

Singapore

Clifford Chance

May Lin Low

Maples & Calder

Barker Adams

Partner-in-charge, offshore transactions

Singapore

Ian Koh

Drew & Napier

WongPartnership

Shipping, international trade

Singapore

Colin Chan

Chan & Goh

WongPartnership

Funds management

Singapore

Clifford Chance makes further use of ‘counsel’ position in Asia Clifford Chance has promoted three additional senior lawyers on top of 10 others currently in the position of counsel/consultant. The promotions were made in the firm’s Tokyo and Singapore offices. Tokyo-based finance lawyer Satoshi Nomura spent the majority of his career working for major Japanese institutions. Singapore-based energy and infrastructure lawyers Matthew Buchanan and Marc Rathbone, meanwhile, have also been promoted. Buchanan leads the Satoshi Nomura firm’s construction offering, in addition to co-heading the regional renewables team. Rathbone advises on acquisitions, refinancing and projects in Australia, Asia, Europe and Africa.

Benjamin Bai

Jones Day

Allen & Overy

Intellectual property

China

Ji Liu

Shearman & Sterling

Norton Rose

Corporate finance

Hong Kong

Megat Hizaini Hassan

Zaid Ibrahim & Co

Lee Hishammuddin Allen & Gledhill

Islamic finance

Malaysia

►► Promotions Name

Firm

Promotion

Practice

Location

Sushma Jobanputra

Jones Day

Partner-in-charge

Corporate

Singapore

Satoshi Nomura

Clifford Chance

Counsel

Finance

Tokyo

Matthew Buchanan

Clifford Chance

Counsel

Energy & infrastructure

Singapore

Marc Rathbone

Clifford Chance

Counsel

Energy & infrastructure

Singapore

►► Relocations

24

EAPD

King & Wood

Name

Firm

James Ford

From

To

Practice

O’Melveny & Myers London

Hong Kong

PE & VC

Christof von Dryander

Cleary Gottlieb

Frankfurt

Hong Kong

M&A/Euro

Thomas Steibel Jr

Quarles & Brady

Chicago

Shanghai

Intellectual property

Academia

Tilleke & Gibbins

IP lecturer joins Thailand’s biggest domestic firm Tilleke & Gibbins, Thailand’s largest independent law firm, has appointed veteran legal academic Jakkrit Kuanpoth as of counsel to the firm’s intellectual property protection group. A renowned author, lecturer and public servant in the field of intellectual property, Kuanpoth has advised organisations such as the World Health Asian Legal Business ISSUE 11.02


NEWS >>

Organisation (WHO), the United Nations Conference on Trade and Development (UNCTAD) and the International Centre on Trade and Sustainable Development (ICTSD), and has sat on various parliamentary committees Jakkrit Kuanpoth and national commitees at the request of the Thai government. He has also been a senior lecturer at the University of Wollongong in Australia since 2007.

PwC

DFDL Mekong

DFDL Mekong bolsters tax practice with PwC hire Pan-Asia outfit DFDL Mekong has added Jean Loi as a partner in its regional tax group. Formerly head of PwC’s tax practice in Cambodia and later Vietnam, Loi is recognised as one of South-East Asia’s foremost tax specialists. She advises clients in the infrastructure, energy, logistics, and banking sectors. In her new role, Loi will co-head DFDL’s tax practice in Cambodia, Vietnam and Laos Jean Loi with current tax managing director Edwin Vanderbruggen. During her 9 years in the Indochina region, Loi has assisted clients in tax structuring of major power plants, market entries and acquisitions, as well as numerous tax controversy projects in the region.  One of Asia’s fastest-growing law firms in 2010, Loi’s appointment brings the total number of partners at DFDL Mekong to six. The firm has some 90 lawyers across its nine South East Asia offices.

Hogan Lovells

White & Case

White & Case poaches Hogan Lovells heavyhitter for Singapore office White & Case has appointed Ken Hawkes as a partner in its Singapore office. Hawkes, who will join the firm’s global project finance practice, joins from Hogan Lovells where he was head of the firm’s banking and finance practice in Singapore. Considered one of the region’s Ken Hawkes foremost project finance lawyers, Hawkes's practice focuses on cross-border project financing where he advises sponsors, lenders and others on their financing needs, particularly in the area of independent power projects. The appointment brings the number of partners in the firm’s Lion City office to ten. White & Case was one of only six international law firms to be granted a qualifying foreign law www.legalbusinessonline.com

practice (QFLP) license in 2008. The license allows the firm to practice Singapore law (through locallyqualified lawyers in its employment) in certain areas.

DLA Piper

King & Wood

King & Wood tax head bucks trend, moves to DLA Piper Hong Kong At a time when many senior lawyers are leaving international firms in China to join ascendant domestic firms, the head of King & Wood’s taxation practice, Stephen Nelson, has made a lateral move to join DLA Piper in Hong Kong as a new partner of its Asian tax practice. In addition to heading King & Wood’s tax practice, Nelson was also the co-head of the PRC firm’s corporate group. Nelson has practised in China for more than 25 years and has included foreign investments, M&A and other corporate work in his expertise over the years. He specialises in cross-border tax matters and restructuring of operations in China, with an industry focus in the TMT sector. He will be based in Hong Kong but expects to spend a major portion of his time in DLA Piper’s Beijing office. According to partner and head of DLA Piper Asia tax group Daniel Chan, the firm has seen a significant increase in its base of US clients with operations in China. It is looking to meet the growing demand for tax work in the North Asian region. Chan has been acquainted with Nelson for many years, facilitating the move over to DLA Piper this year. OMM

OMM shifts UK partner to HK to strengthen PE practice In anticipation of increased dealflow in the private equity (PE) space, US firm O’Melveny & Myers (OMM) has transferred London partner James Ford to its Hong Kong office. Ford, who has particular experience in private equity and venture capital transactions, has James Ford worked on such transactions as Coller Capital’s acquisition of a 70% stake in the Bank of Scotland Integrated Finance portfolio, the US$190m acquisition of 3i’s venture capital portfolio and the spin-out of the ABM AMRO life science team portfolio.  Ford will work alongside the firm's other PE and fund formation partners in the region including Beijing-based Lawrence Sussman, Dean Collins in Singapore and Doug Freeman in Hong Kong.

Cleary Gottlieb

Cleary transfers Euro partner to Hong Kong as competition for local law work heats up After launching its Hong Kong law practice with the lateral hire of Freeman Chan from Norton Rose in late 2010, US firm Cleary Gottlieb has added another partner to its forty-strong office in the SAR, with the transfer of Christof von Dryander. Christof von von Dryander, who for the Dryander much of the last 20 years has been based in the firm’s Frankfurt office, has relocated to Hong Kong due to the increasing transactional work flowing between Asia and Europe. His practice involves assisting Asiabased clients on European and other international deals, in addition to advising European companies on their activities across Asia.   von Dryander has spent his entire professional career at the firm, having joined as an associate in Brussels in 1982.

Drew & Napier

WongPartnership

WongPartnership expands with acquisition; shipping partner jumps onboard WongPartnership has acquired a three-partner boutique funds practice, and in a separate senior hire appointed shipping veteran Ian Koh from local rival Drew & Napier to spearhead its new shipping & international trade practice. Ian Koh Goh Boon Ming and Vincent Chan, co-founders of Chan & Koh, have come on board just as the funds battle between Singapore and other financial centres in Asia starts to heat up. “There are over 600 financial institutions operating in Singapore, servicing the Asia-Pacific region. Riding on the economic growth, we would like to make further inroads into advising on the wide array of financial products and services – in particular, in the area of funds management, capital markets, exchange traded funds, real estate investment trusts and business trusts,” said Rachel Eng, WongPartnership’s managing partner. The firm is just as keen to build up its shipping practice. Ian Koh, who was a director in-charge of Drew & Napier’s shipping & international trade business group, will now lead the firm’s shipping & international trade practice, joining the firm as a litigation and arbitration partner. His practice involves disputes in sale of goods, commodities, oil and trade finance. With the latest hires, WongPartnership has 90 partners and a total of over 250 lawyers, making it the second-largest domestic law firm located in the Lion City.

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

Recent Legal Developments Related To Cross-Strait Transactions On November 9, 2010, the National Development and Reform Commission (NDRC), the Ministry of Commerce (MOFCOM) and the Taiwan Affairs Office of the State Council (TAO) issued “The New Regulations Governing Mainland Enterprises Making Investments in Taiwan” (the “New Regulations”), which supersede the “The Notice of Provisions Concerning the Regulations of Investment Projects by Mainland Enterprises in Taiwan” issued by NDRC and TAO and “The Notice Regarding Certain Issues Related to Mainland Enterprises Making Investments or Establishing Non-Enterprise Legal Persons in Taiwan” issued by MOFCOM and TAO (collectively, the “Notices”). The New Regulations made certain key changes to the Notices. The New Regulations (Rule 18) made it clear that any investments by a Mainland enterprise into Taiwan even through an offshore entity would be subject to the New Regulations and approval by NDRC and filing with MOFCOM would be required. The New Regulations no longer specify that NDRC, MOFCOM TAO should monitor the Mainland enterprises’ investments in Taiwan but Rule 19 states that NDRC, MOFCOM and TAO are empowered to impose unspecified “penalty” on any Mainland enterprise that violates the relevant regulations concerning investing in Taiwan. Lastly, the New Regulations no longer require that “key investment projects” be approved by the State Council after they have been approved by NDRC in consultation with TAO. Separately, on December 27, 2010, the Supreme People’s Court of China issued “The Rules Concerning Choice of

Law to Adjudicate Civil and Commercial Cases Involving Taiwanese Parties,” which became effective on January 1, 2011 (the “Rules”). Section 1 of the Rules provides that when adjudicating a case involving both Taiwan and Mainland persons, the People’s Court shall apply the civil laws of Taiwan if it is determined under the choice of law principle that the Taiwanese laws should govern the dispute. However, Section 3 of the Rules provides that Section 1 shall not apply if the law so chosen contradicts with the fundamental principles of the laws of the PRC or public interests. Due to the significant amount of discretion vested upon the People’s Court pursuant to Section 3, when a Mainland enterprise enters into an agreement with a Taiwanese party, including any agreement related to any investment in Taiwan, it may be advisable to specify in such agreement the governing law, the jurisdiction and the venue for any dispute arising from such an agreement to avoid any unnecessary surprises. Written by Jeanette Chan, partner Zhiping Liu, associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central, Hong Kong Email: jchan@paulweiss.com Ph: (852) 2846-0300

Philippines

Wholesale Electricity Spot Market For Central Philippines Declared Operational One of the cornerstone market devices established under Philippine 2001 Electric Power Industry Reform Act (EPIRA) is the establishment of a wholesale electricity spot market (or WESM). Asian Legal Business ISSUE 11.02


News | regional update >>

The EPIRA envisions that the establishment of the WESM will facilitate the competitive scheduling and dispatching of power plants in an optimal and transparent manner. The WESM is expected to (i) provide a mechanism for setting the price of energy quantities not covered by bilateral power supply contracts and of variations between scheduled and actual dispatch; (ii) enable power generators to sell power, and at the same time, allow suppliers and wholesale consumers to purchase electricity, even if there is no bilateral contract between the two; and (iii) establish a merit order dispatch system for generation whether or not they have bilateral contracts. The Department of Energy (DOE) issued the implementing rules and regulations governing the operation of the WESM in June 2002. Commercial operations for the WESM in the Luzon grid (Luzon is the largest island composing the Philippine archipelago) were launched in June 2006. Pursuant to DOE Circular No. 2010-11-0012, commercial operations of the WESM in the Visayas grid (the group of islands comprising central Philippines) commenced on 26 December 2010. The Visayas WESM was integrated with the Luzon grid on the same date. Under the circular, electric industry power participants (those injecting electricity to, or withdrawing electricity from, the grid, such as generation companies, distribution utilities, other customers) and service providers (the system operator, and network, ancillary and metering service providers) were to register with the Visayas WESM prior to commencement date. All generation companies were required to ensure the availability of their existing and new generating capacity commitments to the DOE, while distribution utilities and customers were instructed to ensure that their electricity requirements are adequately covered by bilateral power supply contracts.

SINGAPORE

Public Consultation On The Review Of The Business Registration Act The Accounting and Corporate Regulatory Authority (“ACRA”), Singapore’s national regulator and registration authority for businesses and public accountants, issued a public consultation paper in October 2010 on the review of the Business Registration Act (Chapter 32 of the Statutes of Singapore) (the “Act”). The Act, which was enacted in 1974, provides the basic framework that governs the registration of persons carrying on business in Singapore, whether as sole-proprietors or partnerships, and for matters incidental thereto. As the Act has since its enactment undergone only several piecemeal amendments, the ACRA aims to update the legislation and keep it relevant with Singapore’s continuing growth and development as a major commercial and financial centre. From the public consultation, the ACRA is seeking to consolidate feedback and suggestions on a wide range of issues, including, inter alia:

Written By Jennifer I. Lim, Senior Associate

• Requirements for local managers Currently, if the persons running the business reside outside Singapore, they must appoint a local manager, who will be held personally responsible for the obligations relating to the business under the Act. The ACRA is considering whether there is a need to extend or reduce the responsibilities and liabilities of such local managers and whether such local managers should have minimum qualifications;

SyCip Salazar Hernandez & Gatmaitan 7th 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 jilim@syciplaw.com

• Consequences of carrying on business without registration or updating particulars The carrying on of business without registration or updating of the

www.legalbusinessonline.com

business’ particulars is an offence punishable by a fine of up to S$5,000 or a jail sentence of up to 12 months or both. The ACRA wishes to know whether these consequences need to be changed and if so, how they ought to be changed; and • Cessation of business/ registration and restoring registration A typical business registration will be valid for one year. If the registrant does not renew his registration before it expires, ACRA will send him a month’s notice to renew. If the registrant does not renew its registration by the stipulated date, the ACRA will cancel the registration, and only the Minister for Finance will be able to restore the registration. The ACRA is seeking feedback on whether the stated procedure should be changed, and whether the ACRA should have the power to restore a cancelled/ terminated registration. The public consultation has since closed, and the ACRA is currently in the process of distilling feedback on the Act. For readers who are interested to learn more on the above, you may wish to access the relevant website (http:// www.acra.gov.sg/Publications/Public +Consultation+on+Re view+of+Business+Re gistration+Act+%28C ap.+32%29.htm). Written by Ms Tan Chin Yee and Mr Teo Boon Hai Ms Tan Chin Yee. Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2238 | Fax: (65) 6534-0833 E-mail: tanchinyee@loopartners.com.sg and Mr Teo Boon Hai, Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2235 | Fax: (65) 6534-0833 E-mail: teoboonhai@loopartners.com.sg Loo & Partners LLP 16 Gemmill Lane Singapore 069254

27


News | regional update >>

Vietnam

New Minerals Law Adopted To Create A Level Playing Field In Mining Sector On 17 November 2010, the Vietnamese National Assembly adopted Minerals Law No. 60/2010/QH12 (the New Law) which will take effect from 1 July 2011 and replace the current 1996 Minerals Law. The New Law provides legal basis for auction of mineral exploitation right, reforms on licensing in minerals sector and contains some other remarkable provisions. Most notably under the New Law, it will be put up to auction of mineral exploitation rights at areas excluded from non-auctioned mine areas which will be determined by the competent authorities. The principles and conditions required for auction will be provided by the Government. It remains to be seen how this regulation will be implemented, however it is expected to ensure transparency and to remove the existing “ask-give” mechanism. Furthermore, in addition to the current licensing charge, a fee for granting mineral exploitation right will be collected via auction or non-auction. Calculation method and the fee rate will be provided by the Government, based on auction price or reserves, quality and types of minerals and mining conditions. Scope of mineral mining activities is also re-defined to further include mineral classification and beneficiation which in nature are mineral processing activities. As a result, an exploiter granted with a mining license will automatically have the right to process the exploited products without a processing license as required by the current 1996 Minerals Law. Another welcome reform provided by the New Law is that entities intending to conduct field surveys as well as specimen

28

collection for mineral exploration purpose will be no longer required to obtain a prospecting license, but just a written approval from the provincial people’s committee where the mineral exploration area is located. For financial conditions to obtain exploration and mining license, the investor is required to present owner’s equity capital equal to at least 50% and 30% of the total investment capital to implement the exploration project and the mining project respectively. This is to afford the general requirement set out in the New Law that entities permitted to conduct mineral activities must use technology, equipment and materials and comply with other provisions of the Law on Environmental Protection in order to minimize any adverse impacts on environmental elements; rehabilitate the environment ecology and land after the termination of each phase of, or the whole mineral activity. Transfer of mineral exploration and exploitation right is still allowed. To limit the trading of licenses, such transfer however is required to meet, inter alias, the following respective conditions: (i) Transferor of mineral exploration rights has conducted at least 50% of the estimate of the plan for mineral exploration; (ii) Transferor of mineral exploitation right has completed the work of capital construction at the mine and has commissioned the mine; (iii) Transferee must satisfy all the conditions for issuance of the mineral exploration license or the mineral mining license. The transfer of exploration and exploitation rights shall be subject to an approval of the competent licensing bodies. Such approval will be given in the form of issuance of a new respective license to replace the previous one. With the foregoing reforms, the New Law is expected to level the playing field of mining sector and to effectively manage mineral resources in Vietnam. Written By Phan Anh Vu, 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 vu.phan@indochinecounsel.com www.indochinecounsel.com

MALAYSIA

Malaysian Dealer Loses Registration For ‘Ponni’ Mark In August 2010, the Malaysian High Court ordered the expungement of the trade mark registration for “PONNI” for rice on grounds of it being a descriptive variety for a type of rice originating from Tamil Nadu. This case marks the first of its kind in Malaysia. The Court ruled against the registered proprietor of the “PONNI” mark, Syarikat Faiza Sdn Bhd, a Malaysian rice supplier company who had been importing the rice variety from India for local distribution. The application to revoke Syarikat Faiza’s trade mark registration was filed on 22 January 2010 by six Indian applicants, namely the Agricultural and Processed Food Products Export Development Authority of India (APEDA), Tamil Nadu Agricultural University (TNAU), Indian farmers and two exporters. The applicants contested that “ponni” rice was grown along the Cauvery River (also known as “Ponni” river) in Tamil Nadu and Karnataka. APEDA is responsible for enforcing the rights of Indian farmers on behalf of the government of India, whereas TNAU is said to have created the ‘ponni’ rice variant in 1971. On this basis, they argued that Syarikat Faiza was denied any exclusive rights to register the “PONNI” mark as a trade mark in Malaysia. The applicant farmers and exporters further asserted that their ability to trade freely in ‘ponni’ rice would be unfairly obstructed if Syarikat Faiza continued to hold exclusive registered rights in connection with the “PONNI” mark for such goods. The Court held that the “PONNI” mark was not invented by Syarikat Faiza but rather, was used to describe the rice variant grown at Tamil Nadu’s Asian Legal Business ISSUE 11.02


News | regional update >>

‘ponni’ river. Accordingly, the Court reasoned that Syarikat Faiza’s use of the “PONNI” mark would ultimately mislead and cause confusion amongst buyers. The Court therefore ordered that the Malaysian Registrar of Trade Marks expunge Syarikat Faiza’s registration for the “PONNI” mark on grounds that such entry was wrongly made and wrongfully remaining in the register. This is the first time the Malaysian courts have championed the rights of interested parties of geographical indications over registered trade mark proprietors. This landmark decision will certainly raise greater awareness in the protection afforded to geographical indications and warns against misappropriation of the same under the guise of trade marks. 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 Chew Kherk Ying, Partner Sonia Ong, 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 kherk.ying.chew@wongpartners.com sonia.ong@wongpartners.com

INDonesia

New Indonesian Regulation On Housing And Residential – Boon Or Bane? In order to ensure adequate and affordable housing as well as being part of the government initiative to facilitate house ownership for all Indonesian citizens, the House of Representatives has recently approved a new draft of the housing and residential law to replace the existing Law No. 4 of 1992. Although the draft has been approved, the government has not gazetted the new law and it has not come into effect. Pursuant to the new law, the central and regional governments will play an active role in providing housing facilities for the low income demographic in Indonesia by conducting the following efforts: a. Procurement of lands funded from the regional budget; b. Development of the house ownership financing system through the establishment of financing institutions specifically for government approved residential funding; and c. The provision of special facilities for the low income class, including measures such as tax incentives, simplification of licensing procedures and land certification as well as insurance and financing facilities.

subsidiary government regulation. Contrary to the government’s positive viewpoint that this new law will result in charitable benefits to society, a number of non-governmental organizations have taken the view that this law unduly favours developers at the expense of the common citizen and its implementation will result in human rights violations due to iv. the implementation of fines and imprisonment for parties who reject relocation; v. insist on constructing residential units outside the government approved residential zones; and vi. the prohibition on providing facilities and recognition to the owners or occupants of non-government approved residential areas. Due to the absence of the relevant implementating regulations relating to this new law, it would be premature to judge the effect of the new measures until the actual issuance of the implementing regulations by the government by the statutory deadline of December 2012. Written By Enrico Iskandar and Debu Batara Lubis Enrico Iskandar Managing Partner, Bastaman Enrico E-mail: enrico@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

Additional matters that are also addressed in this new law is the provision of housing for foreign citizens which is an issue that has been prevalent for quite some time. In order to facilitate and fulfill the housing requirements for foreign citizens, the new law stipulates that foreign citizens can occupy houses which are rented from the original land owner based on a written agreement executed in the form of a notarial deed. Since this new law only deals superficially with the above matter, additional detailed provisions will be set out in the relevant www.legalbusinessonline.com

29


FEATURE | watchlist >>

ASIA

2011 promises to be another year of transformation for the many law firms that operate across Asia-Pacific. In our annual Watchlist feature, we single out ten firms for whom 2011 will be particularly critical. The reason for including some firms will appear obvious, and the rationale for others may be less so – but regardless of the reasons behind their inclusion each of the firms detailed herein possess the strategy, personnel and clients to turn heads and grab the headlines this year

30

2011

Asian Legal Business ISSUE 11.02


FEATURE | watchlist >>

Arfat Selvam Alliance

A

lready noted as a firm to watch by a number of its peers in the Lion City, ALB’s reasons for including this corporate boutique is ostensibly related to the firm’s joint law venture with US outfit Duane Morris, the first JLV to utilise the enhanced joint law venture model. While the model has enjoyed only moderate success since its inception, in Duane Morris Arfat Selvam may have found both a suitable partner and a sound launching pad to showcase its wares on the international stage. The firm’s service offering also merits discussion: Arfat Selvam Alliance is one of only a handful of firms in Singapore with an ability to handle Islamic finance work. Watch for the firm to use its JLV as a vehicle to further build credentials in this area, both within Singapore and throughout South-East Asia.

Arfat Selvam, managing partner

Berwin Leighton & Paisner

Tom Budgett, Asia regional head

Brandt Chan & Partners*

Keith Brandt, executive partner www.legalbusinessonline.com

A

lthough highly regarded by its City peers, it is probably fair to say that BLP has, to date, underachieved in Asia. A lack of leadership and clear direction in its sole Asia-Pacific office (Singapore) meant that the firm was spinning its wheels. But with the installation of veteran aviation partner Tom Budgett to regional Asia head, the firm regained not only its wings in Asia but also its drive and direction. Under Budgett, the firm has already increased its Singapore office through a mix of lateral hires and relocations. The headline act was the hire of former Holman Fenwick Willan partner Alistair Duffield and his six-strong team. The firm also picked up highly-rated young lawyer Simon Michaels from Baker & McKenzie.Wong & Leow to establish and grow its South-East Asia private client practice. But the firm is not done, according to Budgett. He says that BLP plans to increase its practice to four times its current size by mid-2012. Watch for more high-profile laterals to join BLP in the first half of 2011. The firm’s growth ambitions mean that a JLV is probably not a viable option, but an application for the next round of QFLP licences should not be ruled out.

P

erhaps better-known as the Hong Kong arm of SNR Denton, 2011 will be a critical year for this firm. Few firms would have the wherewithal to walk away from what appeared to be an appealing trans-Atlantic merger (Hammonds-Squire Sanders & Dempsey), but the fact that Keith Brandt, Anthony Chan and their four-strong team chose to is testament to the strength of their practice and client portfolio. It may also be instructive of SNR Denton’s aspirations in Greater China. Although the firm has not always enjoyed the best of luck in the AsiaPacific (its Tokyo and Singapore office closures are cases in point, notwithstanding that the firm re-opened the latter a few years ago), further growth is a distinct possibility. Watch for SNR Denton to use its newest Asian outpost as its launching pad in North Asia; and mainland China offices should be expected by the end of the year. *SNR Denton operates in association with Brandt Chan & Partners in Hong Kong

31


FEATURE | watchlist >>

Hogan Lovells

Crispin Rapinet, managing partner for Asia Pacific & Middle East

Kobre & Kim

William McGovern, partner, head of Hong Kong office

Kochhar & Co

Rohit Kochhar, managing partner 32

S

ome may question the inclusion of Hogan Lovells in the 2011 Watchlist, but there is no denying that the firm’s actions over the past 18 months or so have effected a paradigm shift in the legal services market. Nonetheless, the firm’s inclusion in this year’s list is not for deeds done, but for what is in the pipeline for ’11. Despite losing a number of lawyers immediately after its creation, the firm’s integration period is over. The teething problems have been sorted out, strategic visions aligned and many observers suggest that this giant in-the-making is ready to stamp its authority on the Asia Pacific legal services markets. But just how will this be achieved? Further investment in Greater China is a given; not only at the partner level but also at the senior associate level. Yet ALB believes that this firm will make the biggest waves in South-East Asia. While further office openings are probably still a year or so away, watch for the firm to cherry-pick select partners to complement its already-strong energy, projects and Islamic finance practices in the region.

W

idely considered as the ‘go-to’ firm for government defence work in the US, Kobre & Kim launched in Hong Kong last year with the aim of establishing a similarly high profile in the Asia Pacific and the early signs are promising with a number of large international law firms in Hong Kong singing the firm’s praises. The firm’s business model is simple, but somewhat unique among law firms in Asia: it does not maintain repeat clients but instead focuses on serving international and domestic law firms in connection with their FCPA investigation matters, anti-bribery and antitrust cases, as well as in contentious matters where larger law firms are conflicted out. The firm has no corporate department which means that it can take adversarial positions against banks that few others are either capable of or willing to assume. But while the firm’s approach may be somewhat novel in Asia, the niche that it is carving in Hong Kong is one in high demand. Since 2002, 20% of all FCPA investigations have been PRC related- a number that many expect to increase substantially in the year ahead as the SEC continues to sharpen its focus on the Asia Pacific. As demand for its services increases in the months ahead, watch for Kobre & Kim to reinforce its Hong Kong manpower with a mixture of lateral hires and relocations.

I

n a market which seems averse to internationalisation, Kochhar & Co is an exception to the rule. India’s sixth-largest law firm is one of the few to have a significant international practice, with offices located in Atlanta, Singapore and Tokyo. But it is the firm’s most recent additions to global operations that make it worthy of inclusion in the ALB Watchlist. In 2010, the firm became the first Indian law firm to enter the Middle East after announcing two-tie ups: one with the law offices of Mohammad Issa Odeh (MIO) and the other with the law firm of Dr. Khalid Alnowaiser (LFKAN). Through the MIO alliance, the firm will gain offices in Abu Dhabi and Dubai, allowing it to capitalise on the growing level of investment between the Middle East and the subcontinent. The LFKAN association on the other hand, will deliver the firm a presence in Saudi Arabia (Riyadh and Jeddah), meaning that it will become the only Indian law firm in the region. The firm’s expansion does not stop there, however. Managing partner Rohit Kochhar has said that it will look to strike a similar arrangement in Kuwait while expansion elsewhere across the region is also a distinct possibility. Asian Legal Business ISSUE 11.02


FEATURE | watchlist >>

NCTM Studio Legale Associato

T

his is a relatively new player in the Chinese legal services market having only opened in August 2010, but what NCTM lacks in time on the ground it more than makes up for with highly-respected partners and an impressive deal list. The firm’s nine-strong Shanghaibased multilingual team, headed by Vittorio Noseda in Milan and resident partner Hermes Pazzaglini, handles a wide range of work with a particular emphasis on M&A and inbound and outbound investment – all areas in which deal flow is expected to peak in 2011. One of the few Italian firms who are licensed to practice in China, NCTM has plans to both increase the size and scope of its services in the year ahead. The firm told ALB that in addition to hiring at least two more senior and two more junior level staff in Shanghai, it will add shipping to its suite of services, and is considering opening an additional office in Asia to expand its global reach.

Vittorio Noseda, partner in charge, Shanghai

Want to receive ALB weekly? Sign up to our free e-newsletter Stay informed with breaking legal news, events and developments direct to your inbox

asia australia / nz middle east

legalbusinessonline.com www.legalbusinessonline.com

33


FEATURE | watchlist >>

T

SG & Co

Huang Shungang, managing partner

he firm created a stir in Shanghai when it was established in May 2010 as a result of a merger between four local Shanghai firms – Qinghua, Dongxin, Huali and Guolian – and a team led by partner Lv Yan from Beijing Yumei law firm’s Shanghai office. The new firm currently has 6 senior partners, 16 other partners and 70 lawyers, paralegals and support staff. Headcount continues to grow with more lateral hires. The firms involved in the merger have established practices and businesses in the areas of finance, shipping, corporate, tax and real estate. The merger is set to create synergy between different practice groups and develop a competitive advantage in Shanghai‘s increasingly saturated legal services market. In addition to providing improved and more diverse services to their existing clients, the larger size and full-service capacity will enabled the firm to bid for mandates and projects of Global Fortune 500 companies and large state-owned and private domestic companies. New clients who have signed up for SG & Co’s services including Watts Water, Ping An insurance, the Shanghai branch of Bank of China, Stateowned Assets Supervision and Administration Commission of Shanghai Pudong New Area, and European investment bank CW Downer. And the list is sure to grow longer in 2011.

A

Yingke

Mei Xiangrong, Hao Huizhen, Zheng Shuchun, Zhao Xingren, Li Hua, managing partners

rguably one of the most exciting players in the Chinese legal services market, Yingke’s stellar 2010 (in which it recorded revenue and PEP growth of 787% and 828% respectively) is set to be surpassed by its feats in 2011. The firm, which is already pushing the 1,000-lawyer mark, has further growth on the cards this year. Mei Xiangrong, one of the firm’s managing partners, told ALB that Yingke plans to implement an aggressive expansion of its regional and international footprint over the next few months. “Yingke currently has 15 domestic branches and 1 overseas office and the firm is now planning to open 12 additional domestic branches and 11 additional overseas offices… we expect to have over 2,000 lawyers working at Yingke by the end of 2011,” he said. New domestic branches will be opened in Hangzhou, Xi’an, Jinan and Zhengzhou, while globally the firm is looking to key financial centres such as New York, San Francisco, London, Sydney, Hong Kong, Tokyo, Frankfurt and Milan. Ensuring the firm’s future success is secure, Yingke is also looking forward to establishing strategic and cooperative relationships with several universities in China to obtain an edge over its peers for the best and brightest young lawyers. Watch for the firm to subsume local players, and strike international alliances on its way to that so-far unsurpassed 2,000-lawyer mark.

Zhonglun W&D

W

hereas it was domestic growth that occupied the attention of Chinese law firms for much of the last decade, the next decade will be all about international expansion. Zhonglun W&D is surely a pioneer on this front. The firm remains the only PRC player with offices in London, Paris and the Middle East (Riyadh) and in 2011 will join a small group of Chinese firms to have an office in the US. Beyond office openings, the 400-lawyer firm has plans to zero in on a number of fast-growing niches, including China-Middle East investments, as well more established areas such as FDI into Europe, PE and overseas listings.

Xue HaiBin, managing partner 34

Asian Legal Business ISSUE 11.02


one worldwide network unlimited client solutions

Throughout Asia and the Pacific and around the world, Lex Mundi offers unlimited solutions to help you meet the challenges of doing business globally. Lex Mundi’s 160 member law firms are leaders in their local jurisdictions delivering in-depth local market knowledge and strong legal, political and business connections in more than 100 countries. And, when your legal needs span multiple jurisdictions, member law firms can seamlessly coordinate your cross-border matters to deliver powerful networked solutions.

Connect to Unlimited Networked Solutions. Contact a Lex Mundi member firm in your jurisdiction at www.lexmundi.com/membersearch4 or request a Lex Mundi Directory of Member Firms at info@lexmundi.com.

www.legalbusinessonline.com

FEATURE | watchlist >>

Premier Member Firms in the Asia/Pacific Region Australia, Clayton Utz Bangladesh, Amir & Amir Law Associates China, Jun He Law Offices Guam, Blair Sterling Johnson & Martinez Hong Kong, Deacons India, Amarchand & Mangaldas & Suresh A. Shroff & Co. Indonesia, Ali Budiardjo, Nugroho, Reksodiputro Japan, Nishimura & Asahi Korea, Hwang Mok Park, P.C. Malaysia, Skrine New Zealand, Simpson Grierson Pakistan, Rizvi, Isa, Afridi & Angell Philippines, Romulo Mabanta Buenaventura Sayoc & De Los Angeles Sri Lanka, F. J. & G. De Saram Taiwan, Tsar & Tsai Law Firm Thailand, Tilleke & Gibbins International Ltd.

35


FEATURE | business class travel survey >>

ALB business travel survey 2011: The most comprehensive compendium for business travel for today’s international lawyer

“Travel plays an important role in business growth in a down economy, by helping businesses connect with their customers” Suzanne Cook

vice president, research, USTA

36

Business travel is a fact of life , but it doesn’t have to be a miserable one. Our readers single out the best airlines, hotels and serviced apartments across the Asia-Pacific region

E

veryone who travels for business has at least one travel horror story. But while tales of epic flight delays and being charged top-dollar for windowless and unairconditioned hotel rooms might be amusing in the retelling, they are not a lot of fun to live through when one has a full slate of meetings scheduled for the next day. The fact remains that despite rising airfares, a financial crisis, increasingly intrusive security measures and the rise of teleconferencing technologies, business travel appears here to stay. Sometimes there is just no substitute for the face-to-face meeting or negotiation. So we have scoured the region talking to some of the busiest travellers in the business to single out the best performing airlines, hotels and serviced apartments. ALB

►►Methodology: ALB is proud to present our annual ‘Business Class Travel Survey’ – the only such survey revealing the business travel needs of legal professionals across the Asia Pacific. The results are the culmination of 3 months of extensive research, with close to 400 lawyers across the Asia-Pacific region participating in the research. Respondents were asked to list their preferred ‘Business Class Airline’, ‘Business Class Hotel’, and ‘Serviced Apartment’ in Asian destinations they travel to regularly. Using a simple vote system, their preferences were ranked and tallied to produce the 2011 results – the most comprehensive compendium of business travel for today’s international lawyer.

Asian Legal Business ISSUE 11.02


FEATURE | business class travel survey >>

Korean Airlines

Cathay Pacific

Best airlines for business travel North Asia routes: Korean Airlines

2011

China routes: Cathay Pacific/Dragon Air

2011

An ultra-modern fleet, impeccable on-time performance and service standards that are second-to-none saw Korean Airlines emerge as a clear winner in this category. The airline’s Kosmo Suites were singled out as a favourite by a number of respondents, as was the fact that the airline offers non-stop flights on key long-haul business routes.

Cathay Pacific subsidiary Dragon Air, with its swath of destinations in Mainland China has become a favourite for lawyers based in Hong Kong for affordable, convenient and comfortable transport between the SAR and various destinations in China. The airline’s connections to over 100 Oneworld destinations was noted enthusiastically by a number of respondents.

South-East Asia routes: Singapore Airlines

Sub-continent routes: Jet Airways

2011

The Singapore Girl continues to be the standard-bearer for excellence in air travel in South-East Asia. The past few years have been historic ones for the airline. After becoming the first carrier to fly an A380 in commercial service back in 2007, the airline has cemented its foothold in this lucrative area. The aircraft’s enhanced business class and first-class suites were a favourite of many respondents.

www.legalbusinessonline.com

2011

Middle East routes: Qatar Airways

2011

The Gulf states are fast becoming the region’s luxury passageways between Asia and Europe and beyond, with two of the region’s national carriers, Etihad and Emirates, making strong gains in this market. Now the relatively young (founded in 1993) Qatar Airways is giving its rivals a run for their money, with close to 90 destinations around the planet and more to come in the year ahead. Respondents singled out the airline’s business class facilities as a defining factor.

Boasting one of the most modern fleets in the world, Indian carrier Jet Airways swept away all before it in the subcontinent category. The airline’s expansive network of domestic routes in India, as well as one of the most luxuriously appointed first and business class facilities in Asia, were some of the reasons cited for its popularity. On the ground, the airline also has some of the best business lounges around.

37


FEATURE | business class travel survey >>

Bangkok: Mandarin Oriental – exterior

Best business hotels SOUTH-EAST ASIA Bangkok: Mandarin Oriental 2

011 Situated on the banks of the majestic Chao Phraya River, the Mandarin Oriental Bangkok has all the style and grace that has come to epitomise the Mandarin brand. Comprising 358 guest rooms and 35 superbly appointed suites, the hotel’s Le Normandie restaurant was mentioned by a number of respondents as one of the finest restaurants in the city.

Jakarta: The Mandarin Oriental – deluxe 2011

Ho Chi Minh: The Sheraton

Jakarta: The Ritz-Carlton Pacific Place

2011

Kuala Lumpur: The Mandarin Oriental Mumbai: The Oberoi – executive suite

2011 Situated right between the iconic Petronas Twin Towers, the Mandarin Oriental Kuala Lumpur is an oasis in the bustling city. Featuring close to 600 spacious and modern rooms and a number of opulent suites, respondents routinely described the hotel as ‘perfect’, with a number also singling out the hotel’s Wasabi Bistro (featuring Japanese-Californian fusion fare) for special mention.

Manila: The Peninsula The “timeless Filipino” charm of this hotel was favoured by locals and international visitors alike, one of whom remarked that a room at the Peninsula was booked in advance of his flight to Manila. A favoured destination for conferences and business events, a number of lawyers remarked that the hotel’s catering was always second-to-none.

2011

Singapore: Fullerton Hotel

Jakarta: The Mandarin Oriental – bathroom

38

2011 In a city which is sprouting new hotels by the day, the timeless style of the Fullerton remains a favourite for legal travellers to the Lion City. Its location, business facilities, superbly appointed rooms and five-star cuisine were all cited as reasons why the hotel came out on top for both locals and international lawyers alike.

Asian Legal Business ISSUE 11.02


FEATURE | business class travel survey >>

Mumbai: The Oberoi – lobby

Hong Kong: Intercontinental Hotel – deluxe

India Mumbai: The Oberoi

2011

New Delhi: The Oberoi 2011 The clean sweep for the Oberoi brand in India was in no small part due to the hotel chain’s ability to strike a perfect balance between old-world charm and modern comfort. The Oberoi’s attention to fine detail was lauded by respondents, as was the hotel’s ability to provide a sanctuary from the hectic nature of the two cities. In Delhi, the Oberoi’s Patisserie and Delicatessen comes highly recommended, while in Mumbai respondents felt it impossible to go past the superb fare offered by Ziya.

Hong Kong: Intercontinental Hotel – superior harbour view

China Beijing: The Westin Beijing Financial Street 2011 Despite being located in the centre of one of the region’s busiest cities, Starwood’s Westin Beijing Financial Street is an oasis to all who stay there, according to respondents. Singled out for its superbly decked-out rooms and excellent business facilities, the hotel’s Prego restaurant also has a number of admirers. The restaurant’s modern twist on traditional Italian cuisine comes highly recommended.

Shanghai: Pudong Shangri-La An all-round luxury hotel, many respondents said that a stay 2011 at the Pudong Shangri-La was always a highlight of their trips to China’s financial capital. Featuring rooms and suites fit for royalty, the fact that the hotel is a stone’s throw away from entertainment spots like the Bund was also considered a plus, as was the hotel’s business facilities. Respondents described the view from the hotel’s most recently opened tower, The Grand Tower, as one not to miss.

Jakarta: The Mandarin Oriental – exterior

www.legalbusinessonline.com

39


FEATURE | business class travel survey >>

Jakarta: The Mandarin Oriental - lobby

Best business hotels Taiwan

Tokyo: Park Hyatt

(cont) 2011

Korea

2011

Taipei: Far Eastern Plaza Hotel – Shangri-La

Seoul: Westin Chosun

The perfect blend of East and West saw this hotel poll strongly among locals and business travellers alike. The Far Eastern’s luxurious rooms were noted as a highlight, as was its proximity to the city’s CBD. The hotel’s business and function facilities rated highly and respondents singled out the Shangri-La’s staff as being a cut above the rest in Taiwan.

The very definition of luxury, the Westin Chosun was by far and away the most popular hotel in Korea in our business class travel survey. The rooms, suites and service exceeded the high standards at most other five-star hotels so much that a number of US law firms use this hotel as a home-away-from home for a number of their lawyers. Its close proximity to Seoul’s CBD and some of the city’s older attractions was also considered favourably by respondents.

Hong Kong Intercontinental Hotel

2011

A perennial favourite of business travellers to Hong Kong, the Intercontinental Hotel gets the nod again this year for its service standards, five-star cuisine and sublime views of Hong Kong’s iconic harbour. The hotel’s conference facilities were mentioned regularly as one of its strengths, while the Intercontinental’s spacious, luxurious and modern suites were considered another reason why the hotel pipped its rivals on Hong Kong island.

Japan Tokyo: Park Hyatt

2011

Another very strong performer, the Tokyo Park Hyatt was favoured by respondents for its modern, luxurious and spacious rooms. The hotel’s business and dining facilities were roundly mentioned as being among the best in the country. The hotel’s Diplomat Suite comes highly recommended.

Best serviced apartments Ascott

2011

Frasers

Editor’s tip: The Marriott Executive Apartments in Union Square, Shanghai, offer some of the best serviced apartments in the city. Executive City view apartment is highly recommended.

In one of the most closely fought categories, Ascott and 2011 Frasers came in tied for first place. Respondents liked both chain’s atmosphere, location and facilities, as well as the service standards offered by both. Amenities were just as important and in this regard, both pulled away from their peers.

40

Asian Legal Business ISSUE 11.02


FEATURE | business class travel survey >>

www.legalbusinessonline.com

41


ALB special report | Singapore 2011 >>

Singapore 2011 42

Asian Legal Business ISSUE 11.02


ALB special report | Singapore 2011 >>

Pamela Koh investigates the optimism, the tussle and the intensifying free-for-all as a trend of consolidation emerges in the Garden Island, while an ever-growing throng of lawyers arrive on the doorstep

I

f progress and organisational excellence could be measured in acronyms, Singapore would be the utopian legal market. In the acronym-loving republic, a slew of fresh abbreviations are added to its vernacular each year – a practice that its legal circles seem to embrace just as well. Between the 2008 hot buzz words of QFLP, FLA, EJLV and JLV; and the frequent use of business practice group acronyms – FDI, B&F, M&A, E&R and PE (terms that took a hit during the lamentable year of the financial crisis) – herald the new arrivals, FPC and FPE, to mark the turnaround of 2010. Perhaps the love affair with acronyms, abbreviations and ampersands are markers of success – and perhaps it indicates that time is money. Singapore’s position as a hub in the region has not only coagulated through its dignified weathering of the global financial storm but has, in fact, surged with optimism and confidence, driving its GDP in 2010 to newfound heights of 14.7%, hitting a record 18.1% in the first quarter. A throwback to its historical roots when Singapore had become the Straits Settlements' centre of government and mercantile trade in 1866, and the jewel in the crown of colonies mapped out by British empirists two centuries back, the cosmopolitan nature of this garden island ‘hub’ of trade still applies today. Its emergence as the regional ‘go-to’ destination for international arbitration, the rising recognition of its private wealth management sector and bold moves by its stock exchange to join forces with Australia, caught the imagination of law firms in 2010. The Year of the Tiger also saw a trend of reverse-brain drain, as prodigal Singapore-qualified lawyers returned to a booming economy feeding

www.legalbusinessonline.com

“We want to be an Asian law firm with a footprint in the region. We are a bit different from other international firms because we are trying to set up local law firms in emerging cities in this region”

fat pipelines of work. Foreign, domestic and allied firms alike have also made Singapore a launch pad, or what many would like to call a ‘gateway” into the rest of Asia; with thriving deals in most any practice area you can think of, waiting to be cut.

Liberalisation is consolidation

Liberalisation was a necessary evil for the Singapore economy to maintain its ‘hub’ status in the region. Most local firms – for the longest time happy being kings in their own ponds – had to re-adjust to newer, increasingly innovative and far-reaching solutions. Changes were afoot as liberalisation progressed from JLVs to the establishment of QFLP licensees to, as recently as last month, the easing of requirements for foreign lawyers to practice Singapore law. This occurred with the introduction of the Foreign Practitioner Certificate (FCP) on January 11, 2011. “At WongPartnership, we took a view a few years ago that we can’t be a law firm just in Singapore if we want to remain competitive,” the managing partner of the Rachel Eng firm, Rachel Eng, said. WongPartnership “With enough critical mass of clients, we opened an office in Shanghai (2004), Doha (2007) and Abu Dhabi (2008), and we aim to continue expanding our presence outside Singapore and work toward becoming a regional law firm.” In Q3 2010 the firm received a license to open a representative office in Beijing. Fellow ‘Big Four’ compatriots echoed similar views. Rajah & Tann managing partner Lee Eng Beng – who took the helm in September 2010 – powered the

Lee Eng Beng

Rajah & Tann

firm into a regional push, aiming to grow overseas-derived turnover to 50% within the next 5 years. “We want to be an Asian law firm with a footprint in the region,” Lee said. “We are a bit different from other international firms because we are trying to set up local law Lee Eng Beng firms in emerging cities Rajah & Tann in this region.” The firm has operational offices in Shanghai, Vientiane, Kuala Lumpur and a new office opening in Ho Chi Minh City this month. There are also plans to establish a presence through relationships or alliances in Indonesia, Cambodia and the Middle East. Smaller local firms such as Kelvin Chia Partnership have also cottoned onto this option, expanding into Thailand, Vietnam, North Korea, Cambodia, China, Japan and Myanmar. This is because the threat of going under is real and present, despite a seemingly prosperous setup. As many managing partners of both international and domestic firms concur, the Singapore legal market is an intensely competitive space. “We’re facing an intensely competitive market in terms of competing for clients as well as for talent. But the good news is we are also facing an expanding market for legal services. There are sixty foreign law firms in this city-state of 5 million people – which is pretty extraordinary – and there are more on their way,” said Baker & McKenzie. Wong&Leow managing partner Clive Cook. “So one queries where it will end. I personally think that although it is an expanding market, some firms are going to struggle. There’s just too much competition.” Cook believes this applies especially to newcomers. 43


ALB special report | Singapore 2011 >>

Pushing the boundaries

A

TMD Bird & Bird LLP is a leading Singapore commercial law firm with a focus on Singapore and Asian regional work. Its global association with international law firm Bird & Bird in 2009 has strengthened the firm’s resources and international reach. With Bird & Bird’s 21 offices across Europe and Asia, ATMD Bird & Bird is strategically well placed to offer local expertise within a global context, helping clients to realise their business goals both domestically and internationally.

Dispute resolution practice The firm’s Dispute Resolution practice has seen steady expansion in the scope, reach and sophistication of the types of disputes which it has handled over the years. The Dispute Resolution Group in Singapore was recently ranked for both Dispute Resolution and International Arbitration in the Asia Pacific Legal 500 2010/11 Edition. Says the firm’s Managing Partner Alban Kang, “We are pleased that our clients have given us their support. We plan to continually work to improve the quality of our service to deliver to clients what they need most: sound and practical legal advice.” The Dispute Resolution Group comprises 4 partners and consultants and a team of associates with a remarkable breadth and depth of experience. With the Bird & Bird global association, the team can now draw upon the expertise of more than 100 dispute resolution lawyers across 21 offices. The members of the Group are also highly ranked in their field. Naresh Mahtani has been named as a Leading Lawyer in the field of Dispute Resolution in AsiaLaw Leading Lawyers (2004 and 2005 editions) as well as for the field of Construction Practice in AsiaLaw Leading Lawyers (2005, 2006 and 2009 editions). Partner Boey Swee Siang was recently promoted to head the Dispute Resolution Group and is looking to expand the Group’s reach across Asia Pacific and to continue enhancing its reputation in the construction sector. The lawyers in the Dispute Resolution Group have extensive experience in all aspects of civil and commercial litigation, as well as both domestic and international arbitration, along with other forms of alternative dispute resolution such as mediation and adjudication. In particular

44

Boey handles complex and high-value litigation and international arbitration cases for both domestic and international clients. He has handled litigation cases at all levels in Singapore, through the Court of Appeal, and is experienced in the areas of commercial and banking litigation, defamation, professional negligence, construction law, family law and employment law. Naresh Mahtani has local, regional and international experience in commercial transactions, construction, engineering and infrastructure projects work, oil and gas construction projects, arbitrations and adjudications, as well as conducting defences in criminal and domestic cases. L Kuppanchetti’s practice includes corporate and contractual disputes, competition law, contentious advisory work, insolvency, along with disputes involving construction and building contracts. He has briefed and worked with foreign counsel, including Queen’s Counsel and other specialist professionals on various matters as well as before a variety of different tribunals. He has acted for clients in proceedings before the Court of Appeal, the High Court and the Subordinate Courts. Edward Lam’s areas of practice include corporate, contractual and tortuous disputes in commercial, tenancy, employment, as well as building and constructions contracts. He has represented clients in court proceedings

in Singapore as well as in local and international arbitrators. He has spoken at a number of seminars on Construction Law, Contract Law and Employment Law. Navin Joseph Lobo has represented clients in relation to professional negligence suits, employment disputes as well as proceedings against directors for breaches of statutory and fiduciary duties.

Arbitration The Group has a strong focus on arbitration. Boey Swee Siang has represented clients in major crossjurisdictional disputes, including arbitration under the Swiss Rules of International Arbitration between a Singapore company and a German entity; various multi-million dollar arbitrations between a large Asian MNC and an Indonesian conglomerate under the Singapore International Arbitration Centre Rules; and dispute resolution under the London Court of International Arbitration Rules. Naresh Mahtani has been appointed as Arbitrator as well as Arbitration Counsel in major construction and international arbitrations, involving construction and commercial disputes in the building and construction industry, as well as the oil and gas industry in many different jurisdictions, including Singapore, Indonesia, Malaysia and the United States of America. He is a Fellow of Asian Legal Business ISSUE 11.02


Firm Profile ALB special report | Singapore 2011 >>

ATMD Bird & Bird

the Singapore Institute of Arbitrators and the Chartered Institute of Arbitrators. L Kuppanchetti has acted in several local and international arbitrations.

Dispute Resolution Group – Key Members

Know the sector, connect with the client The Group’s members combine this legal expertise with an in-depth understanding of the various sectors and industries in which their clients operate. The Group has invested in gaining a deep understanding of some of the most exciting and dynamic sectors in the economy: aviation & aerospace, banking & financial services, communications, food & beverage, e-commerce, energy & utilities (cleantech and renewables), information technology, life sciences, media and sport.

Boey Swee Siang

Naresh Mahtani

Edward Lam

Navin Joseph Lobo

L Kuppanchetti

►► Sector Focus Automotive Aviation & Aerospace Banking & Financial Services Communications Food & Beverage E-Commerce

Electronics Energy & Utilities – CleanTech & Renewables Information Technology Life Sciences Media Sport

Says Boey, head of the Group, “Our clients appreciate our sector focus expertise. It is a subtle mix of understanding the sector, being in tune with the client and producing an outcome which is beneficial over the long-term. So just as we aim to be fully briefed about the businesses, we are also committed to grasping in detail the wider context in which they operate, their current trends and terminology, whether that be in the public or private sectors. From this basis of real sector appreciation, we are able to provide advice that is leadingedge in legal terms and also tempered and tailored to circumstances. This is because we know that our advice, to be of best use to our clients, has to be pragmatic and realistic and make commercial sense.”

risk management and corporate governance advice. The group is experienced in running national and more complex multijurisdictional disputes, as well as providing strategic advice on the best forum in which to seek to resolve a dispute. Says Boey, “Working together as a single team, from Beijing to London, encourages us to think ahead on a global basis, anticipate upcoming problems and share legal initiatives. This enables us to offer our clients a truly forward-looking and integrated service.”

About Bird & Bird Bird & Bird internationally provides a unique service to its clients based on an extensive knowledge of key industry sectors and legal practice. The firm has an outstanding and longstanding reputation built on many years of innovation and excellent case and project management. For more information, please contact: ATMD Bird & Bird Boey Swee Siang, Head of Dispute Resolution Group Tel: +65 6428 9430 sweesiang.boey@twobirds.com

Flexibility at an international level The firm’s International Dispute Resolution Group is an integrated multi-disciplinary team consisting of lawyers located across Europe and in Asia, skilled, not only in all forms of dispute resolution (litigation, arbitration and ADR) but also in providing www.legalbusinessonline.com www.legalbusinessonline.com

2 Shenton Way #18-01 SGX Centre 1, Singapore 068804 Tel: +65 6534 5266 www.twobirds.com ATMD Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. The Firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.

45


ALB special report | Singapore 2011 >>

“Unless you are entrenched in the market and have a certain scale, it is difficult to attract the talent and keep them because the war for talent is fierce. Even if you’ve got the partners and the brand and the expertise to attract work, if you can’t keep the people and you can’t grow the practice, or have the infrastructure to provide career progression, you’re simply not going to succeed,” he said. This intense competition will mean that increasing fee pressure creates a double squeeze on margins and talent in coming years, if law firms set up in Singapore lack scale and depth. To combat this, some relatively new entrants have endeavored to aggressively recruit while others have consolidated their business models through Clive Cook local partnerships, as a Baker & short cut to depth and McKenzie. Wong&Leow scale. For example, the start of 2011 heralded a brand-new alliance by US-based law firm Duane Morris with local corporate boutique Arfat Selvam, in the form of an Enhanced Joint Venture (EJV). It is the first USSingapore joint venture to be approved. And in July 2010, Cambridge law firm Taylor Vinters entered into a second alliance with local high-technology

46

“Singapore has grown exponentially in its professional services sector in a way that is bigger than its GDP growth. GDP is 16% and our revenues have tripled in 3 years. And Singapore is reflective of that which goes on in the region – in fact it more than reflects, it amplifies the trends” specialist, Keystone Law Corporation (its first alliance was with Engelin Teh Practice) – which handled the UK firm’s litigation and arbitration matters in Singapore. Taylor Vinters also indicated its interest in attaining an FLP license in Singapore by July 2011. June 2010 saw Pinsent Masons actualise a 3 year courtship with WongPartnership arbitration veteran partner Mohan Pillay, to eventuate into a JLV in August that year. And Pan Asia Law Corporation, a Singapore law practice established in October 2007, entered into a formal law alliance with the local office of Wikborg Rein, to give it Singapore law capabilities. Surviving JLVs that had stood the test of time are far fewer than ones that have fallen by the wayside. Those that made it past the end of 2010 include Hogan Lovells Lee & Lee and Baker & McKenzie.Wong & Leow. ATMD Bird & Bird, although not

Austin Sweeney

Herbert Smith

a JLV, is a surviving alliance of local firm Alban Tay Mahtani & de Silva LLP (ATMD) with international firm Bird & Bird – one that formally began at the start of 2009. Over the years, other ill-fated alliances include White & Case/Colin & Ng, Shearman & Sterling/Stamford Law, Allen & Overy/Shook Lin & Bok, Clifford Chance/WongPartnership and Drew & Napier/Freshfields. In many respects, the countless failed Joint Law Ventures (JLV) stemmed from what some local lawyers refer to as the ‘goofy’ system set up by authorities to ease Singapore into a liberalised legal economy. Criticisms of the JLV include its structural set-up that results in an obvious non-alignment of economic objectives, where a fallout is usually inevitable. Managing partner of an offshore firm who declined to be named said “The JLVs and the FLAs have, to be

Asian Legal Business ISSUE 11.02


ALB special report | Singapore 2011 >>

One of Asia’s fastest growing law firms Wikborg rein is an international law firm with offices in singapore, Oslo, Bergen, shanghai, and london. For over ten years we have been at the forefront of developments in shipping and offshore oil and gas in singapore. We support our clients with singapore, english, and norwegian legal advice that focuses on commercial outcomes.

Give us a call to discuss how we can add real value to your business - in Singapore of further afield. • • • • • • • • •

Corporate advisory services Mergers and acquisitions rig, FpsO, and ship construction, sale, purchase, and finance Foreign direct investment into singapore dispute resolution, litigation, and arbitration emergency response and casualty investigation Corporate finance Capital markets, including dual listings Taxation

Stephen Fordham Managing partner, singapore (+65) 9671 2425 / swf@wr.com.sg

Chris Grieveson partner, singapore (+65) 9112 8445 / cjg@wr.com.sg

* asian legal Business, February

OslO • Bergen • lOndOn • singapOre • shanghai • KOBe www.wr.no www.legalbusinessonline.com

47


ALB special report | Singapore 2011 >>

“Law firms, whether aiming to prosper or just to survive, must ensure that they are in a position to attract and retain legal talent. They should also consciously and conscientiously improve their overall capabilities, service quality and standard of client care” perfectly honest, fallen into question as a model for liberalisation. In a JLV scenario, there was a lot of confusion in the market because you had three firms involved that sometimes competed with one another for the same work. In an FLA, there was no difference having an informal law alliance as to a formal alliance – there were no real benefits. The JLV scheme, to be perfectly honest, was a washout.” A little over a year ago, Allen & Overy acquired ex-White & Case alliance partner Venture Law – an alliance that dissolved after White & Case also attained QFLP status. In the same manner, Singapore’s secondlargest firm, WongPartnership, jumped on the acquisition train and acquired a three-partner boutique funds practice in early 2011.

Mid-tiers bulking up

The race to remain viable has plunged firms of all shapes and sizes into fevered action. “The impact of the QFLPs on our business has yet to be seen but what has been acutely felt is the war on talent,” KhattarWong managing partner Tan Chong Huat said. According to Tan, the glut of international firm arrivals has put enormous pressure on fees for local lawyers – and this is only projected to get worse. “As hiring costs rise, so too, we have to increase our fees and we have, like many other local firms, switched to front-loading our bonuses in order to compete,” he said. This has found resonance with other local firms, who agree that the wage gaps are closing. Law firms are now placing more emphasis on salary, rather than on bonuses. In December 2010, Rodyk & Davidson, Singapore’s oldest law firm, went on an aggressive expansionist drive, laterally hiring four lawyers – three from Shook Lin & Bok and one from Hammonds – and promoting a salary 48

Loo Choon Chiaw

Loo & Partners

partner to equity partnership. This was with the specific aim of gearing up its corporate finance and dispute resolution capabilities for 2011. Head of construction, Philip Jeyaretnam, has replaced Helen Yeo as managing partner from 1 January.

Boutiques finding their niche

Where do little boutique specialists fit into all this testosterone-driven development? Specialist corporate boutique firm Loo & Partners, unlike the larger law firms, takes a different approach that works on the dictum of ‘bigger is not necessarily better’. “Business costs have moved up in tandem with the strong performance of the economy. The two main components of business costs in running a law office, namely salary and rent, have increased substantially,” said Loo & Partners managing partner Loo Choon Chiaw. “Law firms, whether aiming to prosper or just to survive, must ensure that they are in a position to attract and retain legal talent. They should also consciously and conscientiously improve their overall capabilities, service quality and standard of client care.” But like his compatriots, Loo believes that both big and small local firms have to seriously consider the need to establish a direct presence – or at the very least, linkages in strategic locations abroad. For European corporate boutique Cotty Vivant Marchisio Laurenzo, finding its niche and capturing that market – Europe to Asia M&A deals – has resulted in a very good year, with growth to the tune of 80% seen in 2010. Managing partner Phillip Taverne said since June 2010 that increased interest, a pick up in deal flows in multiple areas – namely M&A, PE, capital markets and the assisting of family-run operations – has allowed the business to grow. Taverne plans to apply for the next round of QFLP Asian Legal Business ISSUE 11.02

C

M

Y

CM

MY

CY

CMY

K


ALB special report | Singapore 2011 >>

www.legalbusinessonline.com

49


ALB special report | Singapore 2011 >>

licenses and is looking to expand his corporate finance practice team.

Emerging markets: India, China, Vietnam and Indonesia

The meteoric growth of Singapore’s neighbours has contributed to the expansion of many practices and a large increase in work, both in traditional energy and resource sectors such as oil & gas in Indonesia, and rising sectors such as the renewable energy market. There have been interesting projects in the energy and infrastructure sectors, such as the SportsHub project in Singapore, geothermal projects in Indonesia, wind farms in India and thermal power projects cross the region. Norton Rose, located in Singapore and one of the nation’s largest foreign law firms with 65 lawyers, has adopted the global ‘Headlights’ strategy targeting energy, infrastructure & commodities, transport, financial institutions and technology work in both South and South-East Asia. “The growth has been driven by demand and it is the Headlight sectors where we are seeing that growth” said Norton Rose managing partner Jeff Smith. Fierce competition is also offered by fellow QFLP firms Clifford Chance and Herbert Smith – both strong Jeff Smith presences in the Norton Rose emerging economies of Indonesia and India. Clifford Chance, with a clear vision working towards setting up an office in India, lured the much-lauded arbitration specialist Nish Shetty (who is well-versed in the Indian disputes market) away from WongPartnership in 2010. The firm has also hired ex- Amarchand & Mangaldas & Suresh A Shroff & Co partner Rahul Guptan, to lead its Indian capital markets unit based in Singapore. For Herbert Smith managing partner Austin Sweeney, the focus continues to be completely regional. According to him, there has been a two-fold increase in Indian interest for coal, with Indian investment into Indonesian coal surging. This is in addition to geothermal work in Indonesia, waste energy work in Sri Lanka and hydroelectricity work across South-East Asia. Like Norton Rose, Herbert Smith 50

also targets nuclear energy work. Smaller and mid-sized firms have also launched regionally. Jones Day, with its recent appointment of US-qualified Indian lawyer Sushma Jobanputra as its new managing partner, has injected a fresh salubrious approach to targeting Indian corporate and capital market deals in coming years. “We don’t practice in the Singapore market,” Freehills Singapore partner-incharge John Dick said. “Indonesia is very big on our focus and here’s a good place to be based – the banks and the financing when we look at John Dick Freehills the M&A side of things, are all out here,” Dick said. According to Cook, as Singaporebased international firm continue to build practices in Indonesia, so too is the market reaching its saturation point.

Corporate

A different shape of M&A is taking place in South-East Asia. “It’s been extremely busy – work has picked up in recent months. Historically, it was all foreign direct investment into key Asian markets; now the focus is more on Asia-Pacific corporates targeting assets within Asia and beyond,” Norton Rose partner Adam Summerly says. Summerly’s comments echo many others who are of the view that AsiaPacific corporates have continued their appetite for making strategic, outbound acquisitions. “Corporates in the region continue to seek natural resource supplies, acquire know-how, advance their overseas strategy and gain access to foreign markets.” According to KhattarWong managing partner Tan Chong Huat, there has been a discernable increase in corporate activities by Singapore-listed companies in the past year. Their firm has seen a spike in cross-border transactions. The general consensus is that the equity capital markets in Singapore, unlike general corporate matters and M&A, had largely seen a reduction in activity in 2010 – save for a few big-ticket issues in the form of REITS that came off the back of a property market recovery. “Going forward, it seems that the

SGX has succeeded in drumming up interest on several fronts – having recognised that it can’t just rely on the body of local companies alone to list. To be realistic, purely from a market perspective, the big-sized companies that can be listed are already listed and the SMEs good for listing are being listed in the Catalist market and are looking to upgrade,” says Drew & Napier deputy managing director of the firm’s corporate and finance department, Sin Boon Ann. Although Singapore is increasingly recognised as the gateway for Greater Asia, it is less so for China for a number of reasons. For one, new listings coming from China face multiple hurdles due to changes in regulatory frameworks making Chinese outbound listings anywhere outside of China or Hong Kong tough. “It is quite difficult now for unrestructured Chinese companies to get approvals from the regulatory authorities to come here to list. That has effectively dried up the pipeline of Chinese listings here in Singapore,” Sin says According to Sin, the SGX is concentrating on Sin Boon Ann opening up new markets Drew & Napier outside Singapore, with one example being Japan. “SGX is making very active marketing inroads into Japan since this year, to tap into Japanese interest in raising capital,” says Sin who had joined the local bourse on such marketing trips said. Rajah & Tann corporate & capital markets partner Chia Kim Huat says that from Q3 2010 things started to pick up, with liquidity coming back into the market. This, in conjunction with a closer buy-sell spread, has piqued interest in M&A deals – witnessed through a spate of due diligence work that has come to the firm. Some of these deals have a strong chance of reaching fruition.

Arbitration

The emphasis that Singaporean authorities have put on promoting the Lion City as an arbitral venue has not been in vain. The active lobbying that has many Indian and other Asian construction contracts equipped with SIAC clauses has built expectations of a Asian Legal Business ISSUE 11.02


ALB special report | Singapore 2011 >>

gold rush for arbitration in coming years. Statistics show Indian parties were already the largest users of the SIAC in 2009. “Indonesia makes a lot of sense and it’s an easy sell – Singapore gets the bulk of Indonesian international arbitration. It is a significant market: Indonesia is at the top of our market for SouthEast Asian arbitration work,” says Clyde & Co arbitration partner Steven Lim. Although Steven Lim Clyde & Co Lim lists Vietnam as another huge potential market for arbitration, he has not seen many cases coming through. “It still has to catch up with Indonesia, but it is a growing market with dispute lawyers,” he says. Just as Lim admits that the arbitration sphere in Singapore is “getting competitive”, KhattarWong partner Deborah Barker agrees that both domestic litigation and arbitration fronts are facing their own challenges. “Getting the big cases is where the

difficulty lies and getting the cases that pay – it is extremely competitive. Competition is amongst all the local law firms, the foreign competition comes with the growing numbers of international entrants setting up a presence here,” Barker says. ATMD Bird & Bird partner Boey Swee Siang said in terms of court litigation, an increase in complexity is coupled with a similar increase in the value of files seen by the firm for 2010. “The bulk of Singapore-based work for our department is dispute resolution with an increased international element. As for the arbitration work we do, we have seen a significant jump in more regional-based commercial arbitrations,” Boey says. Drew & Napier, a firm known for its dispute resolution work, says although litigation work remained neutral, a spike in international arbitration work was apparent in 2010. “It’s been a confluence of factors: Singapore’s efforts in making it the top regional arbitration centre; and in part making Singapore mercantile/commercial

law commonly applied for contracts in Asia have contributed to the growth in numbers,” Drew & Napier litigation and disputes resolution managing director Jimmy Yim said. The Singapore Government has used tax incentives and ease of entry – without the need for special work visas – for parties and their legal counsels who choose to use Singapore as an arbitral venue. “The Singapore Government has been so successful in its efforts that it is funneling arbitrations away from other arbitral destinations to designate Singapore as the seat of arbitration, in contracts all across Asia,” Yim said. This claim is supported by the numbers – the latest figures show that Singapore has topped the list of arbitration centres in Asia for ICC arbitrations.

Shipping

A wave of new maritime companies locating their head offices on Singapore’s shores – in response to the republic’s growing reputation as an

SeamleSS global SolutionS from the world’S largeSt law firm and beSt known law brand* as baker & mckenzie international’s member firm in Singapore, baker & mckenzie.wong & leow is part of one of the world’s leading and most internationally diverse law firms. with 68 offices in 40 countries and comprehensive local knowledge gained from 30 years of operating in Singapore, we offer a unique combination of skills to help clients effectively manage the opportunities and challenges of doing business in Singapore and the rest of asia. our Corporate & Securities, finance & Projects, dispute resolution, intellectual Property and tax practice groups provide a full service offering spanning 20 practice areas. Singapore’s most responsive international law firm asian Counsel 2010 and 2009 for more information, please contact Paul Chaggar at paul.chaggar@bakermckenzie.com. *Source: 2010 sharplegal™ Global Elite Brand Index 2010

Advert_CSB5913_CCapulong_Singapore.indd 1 www.legalbusinessonline.com

2/16/2011 12:03:38 PM

51


ALB special report | Singapore 2011 >>

“There was a slowdown 24 months ago, but a revival of momentum of ship owners, brokerages and underwriters freshly establishing in Singapore is currently underway” arbitration destination – has raised expectations of significant growth in the shipping sector for 2011. “There was a slowdown 24 months ago, but a revival of momentum of ship owners, brokerages and underwriters freshly establishing in Singapore is currently underway,” says Watson Farley Williams partner-in-charge Chris Lowe. “In terms of shipping activity, we have witnessed an increase of 20% with an uptake of upstream oil & gas work.” Norton Rose, who name Watson Farley & Williams as a key competitor in this space, says shipping financing work grew steadily throughout 2010. Shipping specialist firm Stephenson Harwood says the shipping financing work with Chinese banks and the Korean market remains active. “Both contentious and non-contentious shipping work has been strong. We have seen certain trends developed and that is the Korean market has continued to be very active in financing in the last year. We also see the Chinese banks getting very active,” Stephenson Harwood Singapore managing partner Martin Green says. “[Chinese financing] is an extremely active area because the Chinese banks have liquidity and a policy to grow the ship-owning industry by supporting buyers,” he adds. Norwegian shipping specialists Wikborg Rein have big plans for growth all the way through to 2014. A

52

Chris Lowe

Watson Farley Williams

year ago, Pan Asia Law Alliance, a spinoff of the original Wikborg team, was formed in an EJLV structure. PALC is headed by seasoned corporate partner June Ho, who was hired to establish the local component of the firm, and add the corporate aspects to support its fullservice ambitions. In the course of 2010 the firm started a tax team, a corporate team and a disputes team. At the time of ALB’s interview, Wikborg Rein had just signed on four new offshore rig deals in a week, with more deals in the pipeline. “We probably do more rig building than any other law firm in Singapore. Simply because a lot of the players in the offshore market are Norwegian where the key oil industries are,” Wikborg Rein partner Chris Grieveson says. Wikborg’s contractor-focused practice has seen a blitz of investments enter the regional market. “Lots of people have their headquarters in Singapore for the oil & gas industry.

Indonesia, Vietnam, Australia, Thailand, Malaysia, China and PNG are the markets that we launch into from here” Grieveson said. In a climate of renewed optimism where both domestic and regional economies are flourishing rapidly, the gold rush that everyone anticipates for Singapore has yet to arrive. Though the country moves along promisingly, there is growing pressure on Singapore-based law firms in the form of hiring costs, fees, margins and everintensifying competition for clients. These are issues that firms will have to grapple with in the not-so-distant future. Some predict a shake-out in 3-5 years, while others are bracing one another for the good times ahead. Despite the divergence in opinions one thing is certain – 2010’s productivity trend will herald in a full year of activity that promises many opportunities. ALB C

M

Y

CM

MY

CY

CMY

K

Asian Legal Business ISSUE 11.02


ALB special report | Singapore 2011 >>

www.legalbusinessonline.com

53


FEATURE | M&A >>

M&A 2011: emerging markets to the fore

By almost every measure, 2010 was a record year for M&A across Asia, and despite this year being only a few months old, many predict 2011 could be even better. ALB takes a fresh look at what are likely to be the dominant trends, hottest markets and most indemand sectors, across the region

►► Azmi Mohd Ali, Managing partner: Azmi & Associates, Malaysia Sectors to watch in 2011: Health care, pharmaceutical, automotive, oil & gas services, shipping, telecommunication, IT and petrochemical.

Azmi Mohd Ali Azmi & Associates

Acquisition financing: How easy is it to obtain? Getting financing is still not easy. Banks are still concerned with future uncertainties, in many instances the banks are asking for a relatively high equity component to be contributed by the promoters. M&As in Malaysia therefore remain dominated by companies with deep pockets, such as government-linked companies, pensions funds, institutional players and massive fund managers, such as Petronas, Khazanah, Pension Funds, Armed Forces Pension Fund, PNB, and Equinas. Private equity, venture capital and sovereign wealth: will they play a big role? Not in Malaysia. The PEs and VCs are not traditionally big players there, except perhaps for PNB (the fund corporation company of Malaysia). It will always be on the lookout for good assets to acquire, as it has a massive funding base.

2

010 was, by almost every measure, a year of records. In their year-end global M&A review, Thomson Reuters notes that M&A levels across the region reached a high of US$474.6bn, which is a 48.2% increase on the US$320.2bn mark reached in 2009 – and a 10.9% premium from the previous recorded high in 2007. Unsurprisingly, Chinese crossborder activity accounted for the lion’s share of this gain. During

the past 12 months, the region’s largest economy saw more than US$80bn worth of M&A deals, almost 25% greater than the 2009 benchmark.Not to be outdone, other emerging markets were also active. Malaysia, Indonesia, Vietnam and India all had similarly impressive numbers, with each playing their part increasing the region’s share of global M&A up towards 40%. While it is always difficult to predict what the year ahead holds for

►► Emerging market leaders: Top 10 legal advisors to Asia-Pacific emerging markets M&A Rank 1 2 3 4 5 6 7 8 9 10

Firm AZB & Partners Linklaters Baker & McKenzie Allen & Overy Freshfields Herbert Smith Vinson & Elkins Latham & Watkins Sullivan & Cromwell Blake Dawson

Deal value (US$m) 29,432 28,922 26,004 23,762 21,372 17,233 16,781 16,258 12,649 11,643

Number of deals

Market share (%) 106 22 56 26 39 14 9 12 5 9

8.4 8.2 7.4 6.7 6.1 4.9 4.8 4.6 3.6 3.3

Source: Thomson Reuters

54

Asian Legal Business ISSUE 11.02


profile | M&A >>

China: beyond outbound deals

D

espite mega-outbound deals having become synonymous with Chinese M&A over the past few years, local practitioners believe this should not obfuscate from the wealth of activity occurring locally in China. Not only are more industries

www.legalbusinessonline.com

►► Steven Glanz, co-head of Asia Pacific M&A, Baker & McKenzie What will be the most active M&A markets and sectors across the region? We expect significant outbound activity from China and India, particularly in resources and agricultural businesses. We anticipate outbound activity from Japan in FMCG and healthcare. Interestingly, with currency appreciation in Indonesia and Thailand, we also expect heightened outbound activity from those countries. What impact will competition and anti-trust laws have? Of all the competition law regimes in the region, Australia’s would be the most stringent-as we saw last year. But elsewhere in the region, and despite new laws coming into effect in some countries, I wouldn’t put it at the top of the list of impediments to acquisitions and FDI.

reluctance from lenders and financial sponsors are also manifestations of the fact that the GFC wounds run deep for Asian M&A. ALB looks at some of the hottest emerging markets across the region and makes some tentative predictions for the year ahead. ALB

becoming active in acquisitions, but so too are state-owned enterprises and a host of smaller autonomous players. Consumer goods, retail, pharmaceutical, IT and TMT are all sectors which are already – or likely to become – hotbeds of activity over the course of 2011. Zhi Bin, a partner at DeHeng Law

Tianjin

But while the GFC, at least in Asia, appears to have subsided, its legacy still looms large in some areas. Acquisition financing is perhaps the most salient example of where the impacts of the financial crisis can still be seen. Decreased risk appetite and

Steven Glanz Baker & McKenzie

Beijing

Shanghai

M&A in the region, deal makers are enthusiastic that 2011 could be yet another year where records broken. “It is hard to tell just what kind of levels we will see but 2011 will be markedly up on last year,” said Steven Glanz, co-head of Baker & McKenzie’s Asia Pacific M&A practice. “The ramp up in momentum that occurred towards the end of 2010 is continuing this year and the other positive signs are that the availability of debt financing is up and developed economies are coming closer to full health.” While this may see the recovery of inbound interest in Asia-based assets, there is more than enough transactional activity occurring inter-regionally, and locally, to keep transactional lawyers busy.

Office, also adds the country’s banking sector to this list. “Banking & finance institutions are moving into the top-tier league of local M&A transactions,” says Zhi. The firm advised Ping An on its merger with

Zhi Bin Deheng Law Office

55


FEATURE | M&A >>

Mergers and Acquisitions Q&A 2011: Another record year for Asian M&A? ALB discusses Asian Legal Business (ALB): As the spectre of the financial crisis is lifted from the region, M&A levels took off around Asia. What do you feel are the prospects for another record-breaking year in 2011? Loo Choon Chiaw (LCC): The Asia Pacific region has indeed experienced strong growth in M&A activities. Bloomberg has reported that Asia Pacific eclipsed Europe in 2010 as the second most active region, following North America. Thomson Reuters predicted that global M&A activity will increase by 36% in 2011 to USD3.04 trillion as opposed to the 12% growth in 2010. Closer to home, we have seen the incoming wave of M&A activities sweeping across the region in the past few months, with PRC’s Zhejiang Geely Holding Group, PRC’s No 10 automaker’s acquisition of Swedish luxury car brand Volvo from US giant Ford for USD1.6 billion; Indian billionaire Sunil Mittal’s Bharti Airtel Ltd’s acquisition of African assets of Zain, Kuwait’s largest phone operator for USD10.7 billion; SGX’s proposed takeover of Australia Stock Exchange for SGD10.7 billion; Malaysia’s Khazanah’s acquisition of Singapore’s Parkway Holdings for SGD3.5 billion; a Singaporean individual investor’s acquisition of Singapore’s Thomson Medical Center for SGD513 million; and Malaysia’s Maybank’s takeover of Singapore’s Kim Eng Holdings for SGD1.79 billion. Business confidence is crucial for sustained M&A activities. Any factors which may mar such confidence, such as social and political instability, would adversely affect M&A activities. Barring the recurrence of another GFC or any major political unrest in the Middle East caused by the domino effect of the downfall of Mubarak of Egypt, the future looks good. While 2010 was a year of great recovery from the GFC for companies in the region, 2011 is destined to be a year of dealmaking activities. ALB: One of the major stumbling blocks to deal making at the height of the GFC was the difficulties in obtaining financing. Are your clients reporting that the pressure on this front has eased so far this year? LCC: Asian companies now have the necessary cash to get deals done. Moody’s Corporation reported that the total cash reserves of Asian companies (not including the reserves of financial institutions) have touched USD231.6 billion in mid-2010. Given the vast

56

amount of money flowing around and against the backdrop of a relatively low interest-rate environment in the region, M&A activities will continue to flourish in Asia, despite the higher valuation asked by the targets in line with market recovery. Most of our corporate clients, in particular private equity funds and venture capitals who are in search of acquisition opportunities, are very liquid. Funding is certainly not of their concern. What they need are quality acquisition targets. ALB: The rejuvenation of M&A levels across the region has seen some suggest that acquirers in the US & Europe will resume their pre-GFC Asian acquisition sprees. Do you think this is likely to occur in 2011? LCC: According to a report by the United Nations Conference on Trade and Development, the MNCs in developed countries are sitting on a cash pile of USD4 – 5 trillion. Apparently, the money was initially hoarded as a buffer against a potential double-dip recession or other systemic shocks. The stagnant growth in the US and Europe will prompt some of the more forward looking MNCs over there to pursue acquisition opportunities in the region. ALB: What sectors or industries are such companies likely to be attracted to? LCC: The active sectors shall be natural resources (oil and gas, coal, and agriculture); followed by consumer (retail food and beverages), healthcare and infrastructure (energy utilities, power, transport, and water). All these sectors are key ingredients to sustaining economic growth. The PRC, for instance, relies heavily on natural resources as well as technological know-how to foster its developing economy. ALB: As much as inbound deals are important, it has been Asian companies pursuing targets overseas that has been the real headline-grabbing trend of the past few years. Will this continue to be a fixture of Asia’s M&A landscape? LCC: The burgeoning trend of PRC enterprises pursuing outbound M&A is clear. PRC’s off-shore M&A deals have grown to a record number of 188 transactions totaling a value of about USD38 billion in 2010 as compared to 144 deals in 2009 valued at USD30 billion. Such outbound M&A deal activity is likely

to continue with its strong growth in 2011 primarily prompted by the continued demand of PRC for natural resources, technologies and know-how. The high profile USD10.7 billion acquisition of mobile-phone operators in Africa led by Indian billionaire Sunil Mittal may encourage other large Indian MNCs to search for acquisition opportunities abroad. Some analysts have predicted that Indian M&As in 2011 may very well surpass its 2010 record of USD71 billion. ALB: Do you expect to see increasing levels of inter-regional M&A deals in Asia in 2011? LCC: As mentioned above, there has been a flurry of inter-regional M&A deals since late 2010, such as PRC’s Geely’s acquisition of Swedish luxury car brand Volvo, India’s Bharti Airtel’s acquisition of African assets of Kuwait-owned Zain; the SGX – ASX merger, Malaysia’s Khazanah’s takeover of Singapore’s Parkway Holdings and Malaysia’s Maybank’s takeover of Singapore’s Kim Eng Holdings, which are illustrations of regional companies seeking growth outside their home markets. Thomson Reuters recently reported that dealmaking in Asia could exceed the 2007 record level, spurred by a jump in outbound M&A activity. Singapore may see more outbound deals as some of its large telecom, resources and energy firms are well-positioned to undertake M&As overseas. In Thailand, energy and resources companies such as the PTT Group, top coal producer Banpu and power producer EGCO, have large war checks for acquisitions and are expected to be looking for acquisition opportunities for oversea new energy sources. UBS Malaysia has predicted that there would be a spate of M&As, domestic and regional, in Malaysia due to low leverage levels, easy access to relatively low funding rates and government leaning on the private sector to spur the economy. ALB: What are some of the issues here that clients should be wary of when pursuing acquisition opportunities? LCC: Clients should be prepared to address the regulatory hurdles when pursuing oversea acquisition targets. If the deals concern strategic industries, regulators will scrutinise such investment activities, and more so, when the targets are in sectors such as natural resources, agricultural commodity-related sectors, and defence-related companies. Asian Legal Business ISSUE 11.02


profile | M&A >>

with Loo & Partners, Loo Choon Chiaw Local hostility about the loss of its crown jewel to foreign interest cannot be underestimated and must be managed. The bid for Malaysia’s highway operator Plus Expressways Bhd by both UEM Group Bhd – Employee Provident Fund (EPF) and Jelas Ulung Sdn Bhd is illustrative. Even where the bid by Jelas Ulung was higher, it was unsuccessful because it was revealed that the proposed funding was arranged by a subsidiary of a ‘foreign’ bank. SGX’s proposed USD7.8 billion takeover of ASX was not plain sailing either. It met opposition from some Australian lawmakers, who will have influence over whether to allow legislative changes which are necessary for the deal to proceed. ALB: The New Year has brought with it talk of ‘harmonising’ competition law regimes across the region, especially in Southeast Asia. What impact do you think this will have on the dealflow into the region? LCC: As there is no single agreed set of international competition law that suits all, there has been much talk amongst the member countries of ASEAN of the need for a regional competition regime, which harmonises the substantive national competition laws in accordance with international guidelines, to achieve the effective enforcement of competition law at the regional level. A harmonised regional competition law and policy will certainly enhance regional economic cooperation and ensure that the regional market be open to international trade and investment and prevent powerful transnational corporations from entirely dominating the regional economy. Recently, the ASEAN Experts Group on Competition has drawn up the ASEAN Regional Guidelines on Competition Policy (Regional Guidelines) which are based on the Group’s experiences and international best practices. Such an initiative will have a positive impact and will encourage more inter-regional deals. ALB: Will the ‘harmonising’ of such competition law regimes across Southeast Asia serve, as some have suggested, as an impediment to attracting inbound M&A? LCC: The harmonisation of the regional competition laws will not per se be an impediment to inbound M&As. As mentioned www.legalbusinessonline.com

earlier, such competition law regimes have been harmonised and brought into line with international competition law regimes and policies. Thus, many of the foreign predators would not be complete strangers to the concept of such competition law regimes. Very often and as experience has shown, what really matters is not the contents of such competition law regime but how the local regulators approach, interpret, construe and implement the detailed rules in practice. ALB 8:As one of the leading boutique corporate practices in the region undertaking M&A deals, has your firm been kept busy with instructions? LCC: We are most fortunate to be blessed with a very loyal and quality clientele and our M&A colleagues have been kept rather busy with various M&A deals, both local and abroad. Away from home, for instance, we have been advising clients on their acquisitions of interests in coal miners in Indonesia, Inner Mongolia and Russia, and the acquisition of a port facility in the Sovgavan special economic zone in Russia. The pipeline of M&A projects looks positive. ALB: Your clients are noted as being among the most loyal of all. How did you manage to retain your loyal clientele when they are spoilt for choices when undertaking regional M&As with so many law firms, including some international law firms, to choose from? LCC: Other than viewing our clients as our 衣食父母, loosely interpreted as those on whom our livelihood depends, which is taken as a given in our firm, we constantly remind ourselves that we must provide ‘valueadd’ to our clients. To that end, we are not contented with merely identifying and crystallising legal issues for clients’ review. With each legal issue identified, we try to provide alternative solutions in response to each, for our clients’ consideration. We do not see our role as clients’ advisors per se, rather we constantly position ourselves as clients’ strategic partner in tackling their daily challenges. Very often the commercial utility and pragmatism of our advice and solutions actually open doors for our clients and provide them with more options, in terms of the choice of the jurisdiction where they ought to domicile their special purpose vehicles for the particular M&A, the choice

Loo Choon Chiaw

of the governing law, and the method and forum to settle dispute. While noting Lord Chesterfield’s oft-quoted dictum that “Advice is seldom welcome, and those who need it the most always like it the least”, we insist on rendering frank and candid advice to our clients, no matter how bad or negative that the advice may appear or sound. Judging by the increasing number of our loyal and quality clients, we must have done something right.

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

57


FEATURE | M&A >>

“With the increasing number of small and medium-sized firms, competition is stronger than ever. Partners from large firms are coming out to establish their own firms and small firms are merging for a strong foundation” Xi Zeng

Tian Yuan Law Firm

Shenzhen Development Bank, which was a US$3.4bn deal that closed in July 2010. The largest transaction in the first half of  2010 also involved the banking industry – China Mobile acquired a 20% stake in Shanghai Pudong Development Bank (SPD) for US$5.8bn. China Mobile was advised by Haiwen Partners; SPD was advised by Shanghai United Law Firm, a business with five senior partners, 10 partners and 39 lawyers. Another banking venture was Huaxia Bank’s US$3bn share sale to Shougang Group and Deutsche Bank in May 2010. Shougang was advised by Freshfields and Huaxia was represented by Concord Partners.

Local firms to the fore?

The exponential growth of PRC companies and their increased willingness to look locally for acquisition targets, translates into more mandates for local Chinese law firms. “The role for PRC legal advisors in many M&A deals today is much larger,” Zhi said. He explains that in the past, Chinese firms would have limited roles to play on major transactions, but now they are being called on to offer more detailed advice regarding deal structuring, financing and IP. Haiwen partner Zhang Jiping agrees. He cites a significant increase in responsibility in his role as legal advisor. “PRC firms are taking lead not only in regulatory work but also in documentations and negotiations. Our long term clients are expanding in size and are learning to trust us to lead their M&A deals,” said Zhang. But does this mean that local firms are taking away mandates from the many international law firm that operate in China? DeHeng’s Zhi said that this may be something of a trite assessment of the current situation but does point out that as local firms continue to grow in size and quality they will pick up more of the work that used to go to foreign law firms by default. “While in the past, we would wait for international firms to appoint us, clients are becoming increasingly confident in letting us lead the whole deal advice. Our increasing expertise, at a cheaper rate, makes us more desirable 58

as lead advisors,” DeHeng’s Zhi said. But it is not only the largest players in the market which are actively trying to secure their share of this work. Lawyers suggest that a number of smaller and mid-sized players are aggressively courting clients, drastically discounting their pitches – and enjoying a measure of success. “With the increasing number of small and medium-sized firms, competition is stronger than ever. Partners from large firms are coming out to establish their own firms and small firms are merging for a stronger foundation. These Xi Zeng newcomers are hungry Tian Yuan Law for mandates and are Firm therefore very aggressive in their pitches,” explains Tian Yuan Law Firm’s Zeng. While these law firms are taking time to carve out their niche, one area where they seem to have no problem finding their feet is on pricing. On this front, it is not uncommon for smaller and mid-sized firms to vastly undercut their larger competitors, meaning that some larger players like King & Wood and Haiwen & Partners have had to shift their focus to crossborder transactions because of highly competitive pitches for domestic deals. According to one lawyer ALB spoke to, the pitches for domestic work can go as low as RMB50,000 (US$7,500) for each job – a figure that is greatly below the baselines of many larger firms. Haiwen’s Zhang explains that the legal fees of smaller firms were initially priced low to survive the financial crisis, but firms have kept them low because they want to win more market share. “We don’t focus on small local deals anymore because the smaller firms have taken that chunk of the pie.” But DeHeng’s Zhi cautions against larger law firms abandoning smaller and mid-sized deals altogether. He said that the overheads involved with the largest deals can sometimes inflate the cost of services rendered, to levels which are not financially viable. “Small acquisitions on the other hand, sometimes take as little as 2 months to complete and only requires the work of one or two partners, therefore it is more profitable,” he said. ALB Asian Legal Business ISSUE 11.02


Firm Profile

profile | M&A >>

bizconsult LLC

Your partner for Vietnam M&A

With M&A levels across SE Asia set to take off in the year ahead, ALB discusses the finer details of M&A in what is expected to be one of the region’s most active locations—Vietnam— with bizconsult partner, Phong Le

A

ll the economic indicators suggest that Vietnam will be one of the most active M&A markets in South East Asia over the next 12 months. The return of seasoned investors from the US and Europe, coupled with increasing interest in country’s natural resources, retail, consumer and real estate sectors from investors elsewhere in Asia means the country is likely to be a hotbed of M&A activity. But it is only the country’s sometimes opaque legal framework relating to M&A that stands in the way. bizconsult LLC partner, Phong Le, provides some clarity. Asian Legal Business (ALB): What sectors in Vietnam do you think will be the most attractive in terms of M&A in the year ahead? Phong Le (PL): 2010 was a record year for M&A in other parts of Asia, and so was Vietnam with a number of high-profile deals announced such as Masan Group acquired the exploitation rights in respect of Nui Phao mine from Dragon Capital funds, or FPT & FPT Telecom intended to acquire 51% of EVN Telecom, in addition to some major mergers and hostile acquisitions involving listed companies. The economic recovery across the region, and indeed across the globe, means that 2011 will be even more active. We predict that the most actives sectors will be banking & finance; distribution; production of consumer goods; telecoms; and real estate. ALB: Why these particular sectors? PL: Firstly, because of the improvement in economic conditions across Asia and Europe. Traditional investors in Europe will start to resume their investment activities in Vietnam, while Asian investors, such as companies from Korea, Japan, Singapore and China, will be looking to Vietnam because of the cheap price of acquisitions here. They will also look to buy Vietnamese companies to save on production costs which have increased in their home markets. The sectors that I have mentioned have a number of strong local companies which may prove attractive for international investors looking to set up their operations in Vietnam, or those looking to increase their market share. ALB: What are some of the most important legal issues that foreign acquirers need to be wary of when entering the Vietnam market? PL: Many are not dissimilar to the legal concerns associated with making acquisitions

www.legalbusinessonline.com www.legalbusinessonline.com

elsewhere in Asia. But as some of the legal framework relating to M&A is still developing in Vietnam there are a number of issues which should be considered in detail. I would say the most important are: deal structure (share deal vs. asset deal); payment clauses and conditions precedent, tax implications, exchange rate fluctuations, specific government approvals and industry specific regulations, and WTO commitments and entry restrictions. ALB: Over the last 12 months a number of laws have been introduced/amended to clarify M&A in the country. What are the most important of these for foreign investors? PL: Firstly, the scope Amended Securities Law was extended. This now extends to private placements of public companies; newly issued shares and convertible bonds under placements shall be subject to 1 year transfer restriction; shares under public offers must be listed within 1 year; a tender offer is required if a shareholder of 25% acquires a further 10% or more. Secondly, the introduction of Decree 01/2010 relating to the private placement of shares requires conducting share placement if a shareholding company wishes to increase its charter capital. Because there has been no further guidance on how Decree 01 will be implemented, the authorities in some cities and provinces suspended such registration for the time being—this will affect the acquisition of newly issued shares of shareholding companies. Thirdly, Official Letter No. 12501/BTC-CST dated on 20 September 2010 guiding tax policy applicable to transfer of shares of shareholding companies. Accordingly, transfer of shares of public companies is considered a “transfer of securities” and transfer of shares of non-public companies considered “transfer of capital”. Organizations are now subject to 25% CIT on the capital gains regarding both transfer of securities and transfer of capital while non-resident organizations are subject to 0.1% CIT on the value of the deal. Resident individuals are subject to 20% PIT on the capital gains re transfer of capital and 0.1% PIT on the value of the deal regarding transfer of securities. Furthermore, nonresident individuals are subject to 0.1% PIT on the value of the deal, regardless of transfer of capital or transfer of securities. Decision 88/2009/QD-TTg on the acquisition of shares of Vietnamese companies by foreign

investors means that there will be two processes: one is to register changes regarding business registration contents (change of shareholders, etc) and the other is to register the investment project in Phong Le order to be granted with an investment certificate. It is uncertain as to the consequence of the deal if the project has not been granted the investment certificate despites the business registrar has approved the deal. The project will be appraised in accordance with the investment process and quite time consuming. Certain business activities of the target may be requested removed and/or additional requirements should be met. Lastly, Decree 43/2010 on enterprise registration was introduced and required payment to be made fully before the deal may be approved by the authorities. This may be troubling for buyers, especially with regard to major transactions, as some deals stipulating payment in instalments or phases may not possible.

Head Office: 3/F, VNA Building, 20 Tran Hung Dao Street, Hoan Kiem District , Hanoi, VIETNAM T +84 4 39332129 | F:+84 4 39332130 Branch Office: 17/F, Saigon Riverside Office Bldg 2A-4A Ton Duc Thang Street District 1 Ho Chi Minh City VIETNAM T +84 8 39106559 | F +84 8 39106560 Web: www.bizconsult-vietnam.com

►► bizconsult LLC: a wealth of experience in Vietnam M&A • Advising Indochina Development Partners Ltd (Cayman Islands) and AIM Capital Management Ltd (USA) in respect of financial investment in Vietnamese companies (2010). • Advising SEAF Blue Waters Growth Fund Limited (Cayman Islands) and SEAF SME Financial LLC (USA) on numerous financial investments in emerging Vietnamese companies (2008-now). • Advising Ferroli S.p.a. (Italy) in respect of merger of two 100% foreign-owned companies in Vietnam (2008). • Advising ngi group (Japan) in respect of acquisition of shares of Vietnamese company (2007). • Advising Chip Eng Seng Corporation Ltd. (Singapore) in respect of acquisition of shares of Hoa Binh Corporation (2007).

59


Indochina: a hotbed for acquisitions in 2011

W

hile Indochina has been somewhat overshadowed by the heady deal-making occurring to its north (China) and west (India), the region which comprises a number of fastgrowing economies is now coming into its own. According to a number of lawyers ALB interviewed, whereas in the past international investors were reluctant to invest into the region because of the perceived and actual economic, legal and political risks, the positive inroads made by countries like Vietnam, Cambodia and Laos on these fronts has renewed investor interest. “International companies that may have earlier looked but did not invest [into Indochina] – because they determined that the level of risk investing in the region was beyond

60

Phnom Penh

Bangkok

Ho Chi Minh

FEATURE | M&A >>

their risk window – are now noting the generally positive trend in improved legal systems, infrastructure, reduced tariffs and numerous other commercial successes,” contends partner and country managing director for Vietnam, Thierry Gougy, of DFDL Mekong. “In short, there are simply more companies, both local and international, doing business in the Indochina region,”

Hotspots

In terms of which sectors and locations across Indochina are likely to see the highest levels of activity, Gougy believes that telecoms is one which is ripe for M&A – particularly given the recent relaxation of local markets and the trade of operator licensees across the region. Similarly, in a region that is blessed with an abundance of natural resources, Asian Legal Business ISSUE 11.02


profile | M&A >>

energy and commodities are being singled out. He predicts that Laos, Cambodia and Myanmar will see the greatest activity, while real estate will also see some M&A as completed projects change hands in Thailand, Cambodia and Vietnam. In relation to the latter, Phong Le, a partner with Vietnam firm bizconsult, adds banking & finance and the restructuring of state-owned corporations to the list Phong Le bizconsult of areas which will see acquisitions in the year ahead. While a lot of this activity will be driven by new entrants into the market, DFDL’s Gougy believes that the markets across Indochina will see some established companies restructuring their operations. “The first common scenario in which a restructuring occurs is when an operation matures to a degree in which it is stable,” he said. “Shareholders, often the parent shareholder of the country-specific subsidiary, will determine the timing is appropriate for the monetisation of its initial investment. This monetisation could occur in many forms, for example, the selling of equity in the subsidiary or listing its shares on an exchange.” The other most common scenario may occur when a parent shareholder seeks to rearrange the interests it holds in various projects, for tax, labour, commercial or international trade reasons – all of which will increase the amount of work on offer for M&A lawyers across the region.

Participants and financing

While Western companies remain the largest investors in the Indochina region, one of the more noteworthy trends of the past few years has been the increasing amount of Asian capital flowing into the region. Korean, Japanese, Thai, Singaporean and Malaysian conglomerates are all active in a number of sectors like petrochemical, agricultural industries, construction and life sciences. China’s search for natural resources has seen www.legalbusinessonline.com

it look to Laos, Cambodia, Vietnam and Myanmar. But inter-Asian involvement in Indochina M&A extends beyond acquisitions. It is also visible in relation to acquisition finance, as Gougy explains. “Mostly, the sources of financing come from abroad… mainly from other Asian countries,” he said. “In the Lao PDR for example, no financing occurs locally and is generally sourced from where the investor company is from. If from China, financing is from a Chinese bank or consortium of banks; if from Thailand, [it will come from Thai banks],” he said. While Gougy also singles out the activity of multilateral and bilateral finance institutions such as the IFC and Proparco in the lending space, he also says that private equity will continue to play a major role on this front. The fact that many did not spend the money raised in 2008 and 2009 last year means they may look to return to the market in a big way in 2011. “The stock of non-disbursed funds currently managed by private equity and venture capital players in the region is extremely important. Undoubtedly these funds will be more actively used to seed start-ups and finance the development of local private companies in 2011. This will fuel the M&A market,” he contends. “In a number of the jurisdictions in the Indochina region, the laws are developed to the point that such transactions can occur quite smoothly.” But as he is quick to point out, this is not the case in every market in Indochina. In some jurisdictions, legal frameworks do not easily permit the inclusion of common private equity and venture capital structures. “Equity in these jurisdictions is not fungible. For example, onerous procedures to obtain approval for share transfers do not allow for such common private equity and venture capital terms such as pre-emptive rights, tag along rights and ISOPs – just to name a few,” Gougy said. “There is a fix however: first, creative structuring within the provided laws and/or second, structure the transaction offshore,” he added. ALB

“The stock of non-disbursed funds currently managed by private equity and venture capital players in the region is extremely important. These funds will be more actively used to seed startups and finance the development of local private companies” Thierry Gougy

DFDL Mekong

61


FEATURE | offshore financial centres: centres >> Mauritius >>

Mauritius: Passage to the BRIC nations?

62

Asian Legal Business ISSUE 11.02


FEATURE | offshore financial centres >>

There’s more to Mauritius than just Indian investment. Africa, China, and South-East Asia are all on this tropical island’s hit list. ALB looks at what makes this an ideal platform for international investment

L

ying approximately 2,000 kms off the coast of Africa, Mauritius’s stocks in the world of offshore finance are rapidly rising. Not only is it one of the most popular channels for Indian bound foreign direct investment (FDI), but its extensive network of double taxation avoidance agreements (DTAAS) and robust regulatory regimes means the tropical island is seizing an increasingly large slice of African bound investment as well.

Indian investment

While some may feel that longerestablished offshore financial centres – places like Bermuda, Cayman and the BVI – hold sway as the world’s preeminent offshore jurisdictions, Anthony Whaley, a partner with Conyers Dill & Pearman disagrees. He suggests that Mauritius is holding its own in the battle of the OFCs, thanks largely to the unprecedented access it offers investors looking to dip into BRIC countries. This is most notably India, with which Mauritius shares a rich history spanning as far back as the 19th century when Indian immigrants Anthony Whaley Conyers Dill & arrived at Aapravasi Pearman Ghat to work as indentured labourers under British rule. “Today, Mauritius is the location from which most direct investments are made into India. This is principally due to the Mauritius-India Double Taxation Avoidance Agreement (MIDTAA) which dates back to 1983,” he says. Under the MIDTAA and Mauritian domestic law, capital gains are exempt www.legalbusinessonline.com

in both India and Mauritius, something which is critical according to Whaley, because of the investment profile of most investors into India. “It is probably the case now that most investments into India [made via Mauritius] are made more with a view to making capital gains than to securing regular dividend flow,” he says. According to the Central Bank of India, between April 2000 and March 2010 more than half of all FDI into India was made through Mauritius. Industry experts put this figure even higher throughout the remainder of 2010 when projects in India’s Information, Communication & Technology (ICT), energy and infrastructure sectors took off. With statistics like these, lawyers believe that Mauritius is likely to stay ahead in the OFC race for Indian investment, especially in light of recent moves designed to tighten its tax regime. “Mauritius has tightened its tax residency requirements: access to the MIDTAA depends on the tax resident status of the investing entity in Mauritius. An MoU by both countries provides for effective exchange of information in the detection of fraudulent market practices,” says one lawyer. But India is not the only Asian player making waves in Mauritius. The island is already playing an important role in China’s desire to secure African natural resources to keep its economy firing. China already ranks as Africa’s secondhighest trading partner, behind the US and ahead of France and the UK. From 2002-03 trade between China and Africa doubled to US$18.5bn; by 2007 it had reached US$73bn. Much of the growth was due to increased

►► Incorporating your company in Mauritius Companies incorporated in Mauritius for the purpose of doing business primarily outside of Mauritius are called global business companies or ‘GBCs’ – entities are typically set up as category 1 or category 2 global business companies (GBC1 and GBC2 respectively). The GBC2, which is ideally suited for asset or investment holding, is similar in various aspects to international business companies or exempted from companies established in the traditional offshore jurisdictions such as Bermuda, Cayman and BVI. A GBC2 is not subject to any tax in Mauritius and does not benefit from the numerous Mauritian tax treaties. A GBC1 is resident in Mauritius for tax purposes and while they are liable to taxes at a rate of 15%, such companies enjoy treaty benefits which either eliminate or significantly reduce such taxes.

“Today, Mauritius is the location from which most direct investments are made into India, principally due to the MauritiusIndia Double Taxation Avoidance Agreement which dates back to 1983” Anthony Whaley

Conyers Dill & Pearman 63


FEATURE | offshore financial centres >>

Chinese imports of oil from Sudan and other African nations, but China also imports a significant amount of non-oil commodities such as timber, copper and diamonds. “Chinese investment into Mauritius in the past 3 years has been substantial,” says Malcolm Moller, managing partner of Appleby’s Mauritius office. The country Malcolm Moller recently finalised the Appleby largest-ever FDI project into Mauritius with the US$730m Shanxi Tianli Enterprises Park. This is a special economic zone in the Indian Ocean to service Beijing’s expansion in Africa, which is currently in development near Port Louis. “The African Financing Partnership (AFP) has reported that it is adopting a collaborative co-financing platform to facilitate cost-effective preparations of African projects for financing by the development finance institutions. The investors promoting the AFP have pledged a $15bn investment fund for supporting the growth of the private sector in Africa,” Moller says.

Africa

Investing into Africa through Mauritius is something that is not only popular with Chinese companies: Mollerhas witnessed an increase in African-bound investments coming from Abu Dhabi, Qatar and Oman. The appeal of using Mauritius as a gateway for tapping into Africa is obvious. Not only is its geographical location an advantage, but it enjoys an extensive network of treaties, double tax agreements and regulations designed to safeguard against the vagaries of investing in often-volatile African countries. “Mauritius can point to the various Investment Promotion and Protection Agreements (IPPA) which it has signed with African countries,” says Conyers’ Whaley. “The IPPAs, among other things, provide for free repatriation of investment capital and returns, guarantee against expropriation, most-favoured-nation rule with respect to treatment of investors and compensation for losses in case of armed conflict.” 64

Asian Legal Business ISSUE 11.02


FEATURE | offshore financial centres >>

►►Mauritius: key facts • No CGT • No withholding tax • No capital duty on issued capital • Confidentiality • Free repatriation of profits and capital • Has signed various Investment Protection and Promotion Agreements (IPPAs) with African countries • Has strict anti-money laundering laws and has never been blacklisted by the OECD, FATF or UN • Convenient time zone location (UTC +4) East Asia(am); Europe (noon/early afternoon); US (pm)

In addition, Mauritius is a member of the major African regional organisations which provide preferential access to markets on the continent. These markets include the African Union; the Southern African Development Community (SADC), the Common Market for Eastern and Southern Africa (COMESA) and the Indian Ocean Rim-Association for Regional OW Cooperation (IOR-ARC). halfpage ad.pdf 2/18/11 9:07:47

New trends

When it comes to PE investments into Africa, a number of practitioners note that clients are looking to use a hybrid Mauritius/Cayman route. This leverages the former’s unrivalled access to African markets and the latter’s status as a jurisdiction of choice for domiciling investment funds. Kieran Loughran, a director with Conyers Dill & Pearman in London, believes such structures will have a crucial role to play in the future. “As investors look to invest into Africa in a secure and tax-efficient manner, they are likely to seek out and rely on investment routes structured through reputable and internationallyrecognised jurisdictions, such as the Cayman Islands and Mauritius,” he says. “The typical fund structure consists of a Cayman Islands investment vehicle in either a corporate or limited partnership format into which investors would invest” Loughran said that the fund may then invest directly into the relevant African country, or it may – for tax AM

efficiency reasons – invest through a Mauritius holding company, which would act as the SPV investing directly into Africa. “Combining the qualities of the Cayman Islands and Mauritius allows investors to take advantage of the relative benefits both jurisdictions have to offer, he said. “By using a Cayman Islands investment fund, in conjunction with a Mauritius GBC1 where appropriate, a whole range of tax efficiencies can be utilised.” ALB

“Chinese investment into Mauritius in the last 3 years has been substantial” Malcolm Moller

Appleby

C

M

Y

CM

MY

CY

CMY

K

www.legalbusinessonline.com

65


FEATURE | IP >>

Snapshot of Thai IP trends ►►Alan Adcock, Tilleke and Gibbins IP partner In the area of technology acquisition, what are the pitfalls and challenges IP lawyers in Thailand face? First of all, deal flow is up considerably in Thailand and Vietnam, particularly on the tech/ IP acquisition side. Asian companies have been able to acquire the necessary IP rights they need to enhance their competitiveness. This is since the playing field has shrunk and the number of players has been reduced, due to the economic slowdown in the west. How does this compare to the rest of the Asian region? A similar trend can be observed in other Asian countries – for example, Petronas, a Malaysian company acquiring Italy’s Selenia (lubricants), or Japan Takeda Pharmaceuticals acquiring US Millennium Pharmaceuticals (pharmaceuticals).

The path for Asia’s development in IP

What are some trends to look out for in coming months? We should observe two main trends: • Increase of commercial work – more particularly, ASEAN registration and strategy work. • More patents to be filed starting June 2011, which will be a reversal of the marked decrease in patent filings in Thailand seen since Thailand’s PCT accession back on 25 December, 2009. What cross-border work is increasingly coming through for your practice? We are seeing a tremendous increase in ASEAN FDA and MoA product registration work and the natural follow-on work such as trademark filings, local company establishment (for countries where local entities are required for product license holding and more advertising and marketing clearances. Technology transfer is on the upswing as well, particularly within ASEAN post-recent free trade agreements. Are there regulatory updates and recent amendments; is there progress and what are the pressing issues? The latest change in the IP field is the accession of Thailand to the Patent Cooperation Treaty which entered force on 25 December, 2009. Some amendments of the Trademark, Patent and Copyright laws are under consideration and the government is strongly considering accessing the Madrid Protocol in 2012.

66

Asian Legal Business ISSUE 11.02


profile | IP >>

A

sia’s rise has not been written in stone and this applies to the development of its intellectual property industry. Poised for growth – projected to hit 7-8% in coming years – contrasted against the bleak prospects of perhaps 2% growth in the US and Europe, Asia’s trajectory looks almost as sure-fire as any to drag the rest of the global economy back into the black. But wiping aside the fog of euphoria that has many heralding this to be “the decade of the Asians”, many issues still surround the smooth rise that many expect and could throw Asia off track. These issues include a lack of confidence in enforcement systems, and pressure by western entities on Asian countries to comply with their interpretation of international IP agreements. Also, IP systems are struggling in terms of sophistication to cope with the voracious volume of patent applications, and Asia still needs more time to develop the depth of talent and resources locally that are capable of coping with the implementation of a larger, more sophisticated system that rights-owners trust. However, increased investment in R&D across the region has seen the number of patents and filings rise to pre-GFC levels. Filings from Hong Kong, China, Indochina and Korea are trumping the traditional heavyweight nations, such as the US and Europe. According to statistics released by the World Intellectual Property Organisation (WIPO), Chinese filings for trademark protection jumped 20.8% last year, contrasted with applications falling 11.7% in the US and 7.7% in Germany. ATMD Bird & Bird, a firm recognised in the region for its IP work, says it had witnessed strong growth not just in patent filings but also in IP litigation and patent trading work. “The increase is due in part to last year’s economic situation. Worldwide, there was a drop in patent filings so countries that were les affected were able to pick up their filings,” says ATMD Bird & Bird partner Sheena Jacobs. “We have seen an increase in the protection of IP – both on patents and trading as well as general IP cases and in patent litigation. Hong Kong, China, Japan and Korea are fast becoming the

www.legalbusinessonline.com

top filers globally, with China having already surpassed the UK. There is a much stronger R&D drive in Asia and that’s certainly a trend reflected in the numbers Sheena Jacobs we are seeing,” Jacobs ATMD Bird & Bird says. Baker & McKenzie. Wong&Leow IP partner Lorraine Tay has seen a similar trend in her practice. “Jurisdictions that we are seeing instructions coming from are Hong Kong, China, Singapore, Malaysia, India and Thailand. Some countries are not as popular, obviously, but China is high on everybody’s list, that much is clear,” she says. According to Tay, the bulk of work is coming from domestic Asian companies and increasingly diverse sectors. “We are seeing a growing footprint going out of Singapore and even Asia. This ranges from hospitality and lifestyle products to electronics. There is still activity inbound but the growth is in outbound work from Asia,” she said. “We now don’t rely on western companies for work.”

Chinese innovation and integration into the global system • Chinese patents overtake foreign patents in China in just 5 years • Ch ina’s patent g ra nting system comparable to international standards • Growing Ch inese acquisition in technology companies globally • Western–Chinese partnership on the rise to bring IP patents and pilots to market • Time needed to develop depth of talent and resources locally • China’s IP system struggles to cope with volume of patent applications and lacks required sophistication

One simply cannot ignore China’s growing dominance in Asia. Patent applications in China began growing at an exponential rate from 2005, approximately three times as quickly as applications filed by Western companies. “So given the lag, we are very quickly reaching the point where Chinese entities are the dominant source of patents and innovation in China ” said Cambridge University professor and opening keynote speaker at 2011’s Global Forum on Intellectual Property, Peter Williamson.

According to his research, Williamson found that from 2005 to now, Western companies accounted for approximately half the patents granted in China with the other half granted to Chinese entities. “The early focus of innovation by Chinese industries was on innovative applications, new business models and novel ways of reducing cost. Now the numbers show a shift in emphasis towards inventive patents instead,” Williamson says. He agrees with both Tay and Jacobs and said that most IP litigation in China takes place between Chinese companies, not between Chinese and Western companies. “You see a complete shift in thinking that’s underway from this idea that they’re simply adapting existing technologies or making them cheaper. They now have their own technology and are therefore more interested in a system that protects it,” he says. European and UK intellectual property offices have told Williamson that patent granting standards in these jurisdictions are not so different from China’s. “China’s now caught up with that. The problem is that the total capacity of the system can’t cope with the volumes coming through. The global IP system is clearly struggling to keep up with that rate of development. Future rapid growth in Chinese applications will exacerbate the issue.” Possible solutions for this issue lie in a rapid increase in capacity by the Patent Review offices, or to move toward mutual recognition between China and other jurisdictions. “Another obstacle lies in the simple fact that time is needed for China to develop a large-enough number of IP professionals – either in the legal sector or in the courts themselves – to really get to where China needs to be in terms of international standards in this area. Infrastructure is being put in place but of course, it takes time to really develop the depth of people and resources capable of implementing improvements,” Williamson says. “And of course, there are still a lot of companies that still believe that it isn’t worthwhile to patent their idea, or worse than that, better to keep it secret and not publish, lest it might be copied.” Williamson believes that over time, more companies are recognising that 67


FEATURE | IP >>

it’s not about owning a single patent, but rather about combining, crosslicensing and citing other people’s ideas and development. In addition to continued rapid growth in Chinese patents, international integration is set to rise as China outbound acquisitions shift from resources to technology. “This means that international lawyers have to be involved, because China is becoming integrated into the global system. Some of these acquisitions have given them R&D centres in maybe 10 or 12 countries, and so they now have a system of intellectual property development that has to be integrated with the international system by definition. I think that is pushing things forward,” he says.

Multilateral agreements

According to current deputy secretary general of the National Human Rights Commission, Weerawit Weeraworawit, Asian countries have insisted on making available the measures allowed in Article 31 of the TRIPs agreement on compulsory licensing. They face unfair pressure from Western countries to follow their procedures regarding legitimate parallel imports; a moot point in the agreement that he labels as “an irksome problem”. Previously the deputy director general responsible for IP promotion and enforcement in Thailand’s department of intellectual property, he said “it is very clear that we are all trying to implement the law, the rules and applications as in the TRIPS agreement. But there are variations in what we do, for example, in the traditional IP laws like patents, trademark and copyright, where variations exist in regards to parallel imports. “In ASEAN, we do allow the importation of legitimate products

without requiring prior consent. Some countries allow such importation without prior consent of the copyright owners because they were sold and manufactured elsewhere in the world by or with authorisation of the copyright owners – which means copyright owners had already given consent. So what is the point of seeking consent again for legitimate products into our country? That is one such variation we’ve got here in Asia,” Weeraworawit added. “In the case of Indonesia and Thailand, we make it the exception. We say this is the exclusive right of the patent holder, for the importation of patented goods. But the law in Indonesia and Thailand provides the exception to such importation rights, if the patented goods are legitimately sold elsewhere. So the result is we allow in all patented products legitimately sold elsewhere without any need to seek prior consent, but by not diminishing the exclusive rights of the right owners, we insist on giving them the full rights of importation coupled with that exception,” he says. A pertinent issue regarding the legal framework in Asia concerns the use of criminal punishment as the modus operandi for enforcement. According to Weeraworawit, pressure from Western entities and more developed partners for Asian countries to rely mostly on criminal punishment, instead of civil proceedings, has resulted in a vicious cycle that impinges on the confidence and credibility of enforcement. “Our more developed partners want us to rely most on criminal punishment, which they claim to be more direct and more effective in solving the trademark counterfeiting, copyright piracy and patent infringement cases. But by putting pressure on member countries’

governments to rely heavily on criminal punishment, they deprive our lawyers and practitioners from doing exactly what their lawyers are doing in the West – and that is to rely on civil remedies,” he says. “In the West, both criminal and civil enforcements are used. In our part of the world, most countries have the jurisdictions for both criminal and civil but the fact is somehow, we are forced, we are obliged to rely mainly on criminal punishment,” he adds. “It kind of goes in a circle – the lack of confidence in the enforcement system makes all of them go for criminal punishment, which in turn doesn’t solve the fundamental problem and doesn’t deter those who get caught because the ones that get caught are the little fish.” Weeraworawit believes that it would take “forever” for Asia’s system to catch up a to be able to use IP as a tool for development, while IP is viewed as a tool to benefit the rightsowners of Asia’s developed partners. His predictions for Asian growth in the industry are fixed between 5-10% for the next 12 months. “If we go on doing what we’ve been doing – that is, purely concentrating on enforcement efforts alone and not on education and creating a new mindset for people, it would take forever,” he says. Singapore Institute of International Affairs chairman and WongPartnership consultant Simon Tay spoke as the guest of honour at the 2011 GFIP gala dinner, saying the number of patents registered by Asians, especially by the Chinese has grown sharply. For Asia to continue its strong growth it still needs to undergo a revolution in developing ideas, the know-how and IP to compete in the production curve; and learn to market to consumers at the end of the production and value creation chain. ALB

Address: 8 Eu Tong Sen Street, #15-98 The Central, Singapore 059818 Telephone: +65 6221 6360 • Facsimile: +65 6221 6375 Email: mail@gateway-law.com • Website: www.gateway-law.com Intellectual Property • Info-communications & Technology • Corporate & Commercial • Litigation • Franchising & Licensing • Media & Entertainment

68

Asian Legal Business ISSUE 11.02


Promote and grow the global trademark community.

INTA’s 133rd Annual Meeting May 14–18, 2011 San Francisco INTA’s Annual Meeting is the trademark community’s premier event for networking and continuing legal education, and is attended by more than 8,500 individuals from 140 countries. Valuable skill-building trademark law sessions focused on international topics are packed into three days of education, while numerous other events present the ideal opportunity to expand your reach and meet with colleagues. The Annual Meeting also boasts an exhibition hall featuring more than 90 exhibitors debuting new products and services.

Why you should attend • Learn best practices from the largest group of successful trademark professionals. • Share strategies with the most respected minds in trademarks. • Adopt new techniques for resolving trademark disputes. • Build relationships to expand your network of colleagues and clients and further your business. • Access information on issues across all geographic regions and industries. • Connect with service providers and vendors to help protect your brand. • Advance your committee’s work and plan new projects. • Earn CLE credits and CPD points.

Register at www.inta.org/annualmeeting Early registration deadline is April 1.

Photo: Courtesy San Francisco Convention & Visitors Bureau by Jerry Lee Hayes


FEATURE | LPO >>

Legal process outsourcing

70

Asian Legal Business ISSUE 11.02


profile | LPO >>

One of the fastest growing subsectors of the legal sevices industry, unparalled annual growth of 26% for LPOs has led to a new trend of stratification. Pamela Koh finds out about the latest developments sweeping this sector

J

ust as outsourcing has changed many other spheres of commerce, legal outsourcing will change the way law is practised,” said NSW’s Chief Justice Spigelman at a recent dinner held for lawyers in Sydney. The fact that the esteemed judge chose LPO as the topic for his speech speaks volumes about its rise to prominence, and not just in Australia but around the world. It is large London-based international law firms that are perhaps most advanced in their LPO strategies. According to the latest 2010 PriceWaterhouseCooper law firm survey, a quarter of the top UK law firms are turning to legal process outsourcing. This is due to lower revenues driven by downward client pressure on pricing, coupled with a general contraction in the global market for legal services globally. Many firms – in particular those ranked 11-25 in the UK – have turned to offshore legal outsourcing as a solution for profitability preservation. While UK top 10 firms benefited from scale and reach during those challenging years post-crisis, they had also taken the opportunity to consolidate their business processes into more efficient and productive means. ‘In-house off-shoring’ has started to take flight as a trend amongst the biggest firms. “Looking ahead, it appears the legal sector is

www.legalbusinessonline.com

approaching a tipping point. Many of the larger top 10 firms have used the recent economic difficulties to focus on making their businesses more efficient. They have taken innovative approaches to back-office support and how they provide legal services,” says the leader of PwC’s professional partnerships advisory group, Alistair Rose. Magic Circle firm Clifford Chance is one law firm to start what they term a “captive operational centre” to handle its routine back-office work, offshored in the current LPO capital of the world, India. “As opposed to using LPO in the strictest sense of the word, the firm established a captive offshore operation in Delhi in 2007 that we call ‘the Knowledge Centre’ – to provide support to Clifford Chance’s legal teams on a global basis,” Clifford Chance partnerin-charge of the firm’s LPO operations Mark Ford says. Clifford Chance’s offshore team has now grown to nearly 40 consultants and is currently supporting all of the firm’s practice areas and more than 20 offices around the world. “I believe we are pioneers in the LPO field for UK firms [in starting our own LPO solution]. By using our Knowledge Centre resource in Delhi to support some of the more routine elements of large transactions and cases, we are able to achieve significant cost savings for clients. Because the operation is wholly-owned by the firm, work handled

“Many of the larger top 10 firms have used the recent economic difficulties to focus on making their businesses more efficient. They have taken innovative approaches to both back-office support and how they provide legal services” Alistair Rose

PwC

71


FEATURE | LPO >>

“By using our Knowledge Centre resource in Delhi to support some of the more routine elements of large transactions and cases, we are able to achieve significant cost savings for clients. Because the operation is wholly-owned by the firm, work handled in Delhi is not ‘outsourced’, but rather ‘offshored’. This means that clients still get Clifford Chance quality advice, but at a lower cost” Mark Ford

Clifford Chance

72

in Delhi is not ‘outsourced’, but rather ‘offshored’. This means that clients still get Clifford Chance quality advice, but at a lower cost.” Similarly, in 2000 Baker & McKenzie set up its own “off-shoring facility” in Manila, developing a hybrid approach between outsourcing/offshoring and shared services by hiring a handful of employees in the Philippines to handle typing and editing of dictated copy. This operation – known to the firm as “Global Services Manila” – grew dramatically over the last decade to 460 GSM employees, to provide a broad range of essential services that includes marketing, business development, communications, IT, financial management, knowledge management, event management, HR administration and client/matter intake. Each year, thousands of client trademark and copyright searches are handled by paralegals in Manila with the firm looking to increase the movement of even greater types of legal work within the firm to offices in lower-cost jurisdictions. “Multinational companies are increasingly raising the outsourcing question in RFPs and competitive pitches, as many have spent years outsourcing and offshoring portions of their own manufacturing and business processes.” Baker & McKenzie’s Greg Walters, global chief operating officer, says. According to Walters, the firm has worked with clients to steadily increase the offshoring of certain legal processes such as client research, document review for transactions and litigation, knowledge management and IP portfolio management. Additionally, the firm is establishing new approaches to offshoring and outsourcing of various legal processes over the next 6 months, including focusing on certain processes in their litigation, compliance and intellectual property areas. Senior legal counsel and director of government relations of EBay Asia, Steven Liew, agrees there is a rising tide of in-house teams using offshore centres. “Increasingly, legal work will be offshored, not so much due to the cost saving considerations but more to a need for specialisation and creation of centres of excellence. What you’ll

probably see is that different parts of legal processes will be specialised by different offshore centres and we’d probably see more of this work going to places like India for example, and the Philippines – another likely location,” Liew says. “We started looking at it 2 years ago. It’s one of those things where we took 2 years to come to where we are now. It was only 6 months ago, in Q2 or Q3 of last year, that we officially launched our offshoring program.” Involved in the launch, named by EBay as “Centres of Excellence (COE) for its legal work, were many stakeholders; least not the lawyers who had to decide how much was to be offshored. “We needed to convince our internal clients that this would not in any way negatively impact the service level that we are going to provide them,” Liew says. According to him, EBay has offshored contracts with vendors, partners and suppliers on a global as well as on a country level. “I don’t have any qualms about this; as a company, we’ve been offshoring quite a bit of our research and development and also some of our customer support for a long time. The quality of offshore work has been high.” Cost savings have been projected to be significant for EBay, which had allowed the multi-national technology company to reduce the number of incountry lawyers who were previously employed predominantly for the contract management of their respective jurisdictions. “Offshoring has given us the flexibility to look at better ways to redeploy those lawyers, as well as review the ways where we can have our best practices, and have our templates Liew shared across the world,” Stephen EBay Liew says. Those areas that Liew says EBay could potentially consider offshoring in future are some of its litigation and intellectual right management processes. “But I don’t think we’ve quite come to that level yet,” he adds. Currently, EBay’s offshore processes are still under “trial” – which Liew is confident will progress to becoming a permanent fixture in its Asian Legal Business ISSUE 11.02


profile | LPO >>

legal departments’ operations. “The main stumbling block was trusting someone else not located within your country to work on our contracts. Once you get over the trust issue, you’ll understand that in terms of quality it’s the same. In fact it’ll get better with greater system harmonisation over time,” he says. “The second issue clients [EBay’s regional and country management teams] had reservations around involved turnaround time. There isn’t any real difference. In fact, we had to convince our clients that eventually we would move towards a benchmark where it’s actually quicker that it would previously be.” When asked if law firms should be worried that work flows will be redirected to offshore centres, Liew believes the smart law firms should offer their clients similar services with an offshore solution. “It is not necessarily preferable for us to use an offshore centre direct. We might have liked to do offshore via a law firm. The challenge when we first looked at this was that none of the big boys were offering this type of service to their clients. None of the blue-chip law firms from the UK and US pitched this kind of service to us,” he says. “The whole reason behind us having the COE is that it reduces our management time. This is something that all managing partners of law firms should be looking at. If I’m sitting in a Magic Circle firm and looking at my revenue stream, I would say, why don’t I sell this? If I know my clients are going to India to do this, why don’t we sell it to them, and say we’ve got our own BPO, run by our own lawyers. So in terms of the quality for work you will still be getting Clifford Chance quality of work, but at a much reduced rate. If you sign this contract with us as your BPO partner, we could potentially have priority with the higher-end, complex work as well,” he says. Like other law firms and companies, EBay Asia picked India over other offshore hubs to locate its services: as a common law jurisdiction, India has a headstart over its competitors. According to a study released by the Association of Corporate Counsel released in September 2010, the www.legalbusinessonline.com

majority of LPO providers are currently located in India. India’s LPO industry has been projected to earn US$640m by 2010, with an annual growth rate of 60% for the 3 years leading to 2008. However, as some in-house leaders who have used Indian LPO providers have indicated, Indian LPO employees still need rigorous training in order to become familiar with legal and judicial practices in other countries. There are an increasing number of well-regarded providers emerging in geographies outside of India, with hubs growing in Singapore, the Philippines, Sri Lanka, Malaysia, the Caribbean and South Africa. However, one of the major challenges faced by geographies outside India is addressing constraints

“Increasingly, legal work will be offshored, not so much due to the cost saving considerations but more to a need for specialisation and creation of centres of excellence. What you’ll probably see is that different parts of legal processes will be specialised by different offshore centres” Steven Liew

EBay Asia

►► ALB mini-profile: LPO Manila director and Senior Vice President Aaron Goach When asked why he traded life as the general counsel of a US investment bank for a Manila-based LPO, director and senior vicepresident of business development Aaron Goach is unequivocal as to his reasons. “I want to drag the legal profession out of the Middle Ages and into the 21st century. Clients simply deserve more choices, better service and fairer pricing,” he said. And Goach believes that LPO is the means through which this can be achieved. To say that the LPO sector has revolutionised the legal services industry is something of a moot point. Not only has it given clients a choice in the procurement of legal services but it has also had a discernable impact in terms of how law firms package, price and deliver their services. All of which has resulted in an industry which in the Philippines and India alone has been estimated to be worth as much as US$1bn by 2015. But as far as the industry has progressed there is still more growth to come, and Goach says that this will be driven an Aaron Goach, LPO Manila expansion in both the types of work the sector handles and the types of clients it works for. “[To now, LPOs have handled] junior associate, paralegal and administrative-level tasks, but as the industry develops we see an evolution “up” the learning curve,” he says. The types of work that Goach’s own LPO Manila handles is a case in point. In addition to business such as corporate records (filings, minutes), knowledge services (research, editing, legal translation) the company also handles commercial negotiation and commercial documentation (contracts etc.). The company was also one of the first Asia-based LPOs to penetrate the in-house legal market; an approach Goach believes others will try to emulate in the years ahead. “We see this as a natural progression, reflected in our own business model,” he said. “When you see just how much clients are leaving on the table, you see that the real key to all this is educating the client base … LPOs will drive a more equitable (marketbased) reallocation of these substantial economic rents going forward, and clients and (ultimately) the broader economy will benefit from the efficiencies released in the process,” he said. While India has established itself as the hub of the global LPO industry, Goach believes the Philippines is fast catching up. Cost advantages and extensive experience in the business process outsourcing (BPO) field come to the fore. “The Philippine legal system’s unique blend of common law (British), civil law(Spanish) and Islamic law and jurisprudential concepts mean that the Philippine lawyer is especially adaptable to the diverse scenarios presented by the various international “export markets” for LPO services,” he said. “The Philippine market is newer and therefore smaller – but probably not for long. The Philippines now ranks first in the English-language call centre industry, and we intend to make it first in LPO too.”

73


FEATURE | LPO >>

“Looking into the next 12-24 months, I certainly see larger players entering this space – especially those who are established in other areas of the legal industry and see LPO as a high-growth area complimentary to its various businesses” Ram Vasudevan

Quislex

74

with regard to scalability, a challenge that India overcomes with the plethora of talent available. Charge-out rates of US$30 per hour (or annual salaries of US$6000) for an Indian professional makes competing for its crown an uphill battle. Indian LPO provider Quislex employs over 400 legal graduates in Hyderabad, in two review centres, with plans to launch a third centre in India within the next 2 months and a fourth centre in the US by April. “At this point, India has been the biggest attraction for most companies: it is common law based and a significant talent pool is available where new graduates and people who have graduated in the last 8 years are in this market. I don’t think we, or any of our peers are straining to find talent for expansion in India,” says Quislex. CEO Ram Vasudevan argues that though cost is a factor in the legal space, it is ultimately immaterial if work quality falls short of in-house standards. It’s not a primary driver for growth in the LPO industry. The company hires from the major law schools in India, with some employees legally trained in the UK and the US, and Vasudevan says one of the biggest attractions for Indian lawyers to choose LPO work over private practice was exposure to the types of work that would otherwise take several years to see in a traditional set-up. In his predictions for the industry, Vasudevan expects a fair amount of consolidation. Two months ago, Pangea3 – a competitor LPO that launched 6 months after Quislex in 2003 – was acquired by Thomson Reuters. “That heralded the entry of a much bigger player in the market,” he says. “Looking into the next 12-24 months, I certainly see larger players entering this space – especially those who are established in other areas of the legal industry and see LPO as a high-growth area complimentary to its various businesses.” Currently Vasudevan sees three work streams: litigation support, document review and contract management work. Nevertheless, he predicts more will follow suit in the coming years. “I believe there will be growing broadstream applications of processes that will see matters we handle take a global

tilt, so that LPO will start playing an integral part in the legal framework as a form of status quo. In saying that, I also see some major law firms perhaps opening up their own centres to start handling their work. ” In August 2006, the New York State Bar Association tackled the topic of LPO’s rise in the legal industry with an endorsement. In 2008, the American Bar Association did the same and gave its blessings. LPOs operating in the US hailed the ABA’s ethics committee support as a major step forward. The Ethics Opinion 08-451 announced by the ABA in 2008 states that sending legal work overseas is ethically permissible, as long as the lawyer doing the outsourcing takes steps to ensure the protection of client confidences and preservation of attorney-client privilege. In addition, it states that attorneys should check to make sure that foreign lawyers are suitably trained and competent and that bills for outsourced work be reasonable. Vasudevan says the advisory helps set industry standards for newcomers as well as reassure potential clients who are still wary of outsourcing legal work. “In the last 7 years we have built up several proprietary practices, several of which are protected as intellectual property. That helps with maintaining quality and there are sufficient guidelines released across all Bar Council opinions to aid the industry. We are a SixSigma compliance company and we also have certified quality management systems, as well as certified security certified systems.” Development of the LPO market is not a fad that law firms can easily dismiss going forward, as all signs point to its continued growth and entrenchment in the way legal services will be conducted. Law firms and practitioners need to consider this and weave a viable solution into their business models, or risk getting left behind. As Chief Justice Spigelman rightly pointed out in his recent dinner speech, international trade in legal services is not a one-way street. Corporations and individuals who purchase legal services are increasingly subject to cost pressures and will look elsewhere in the region for a better deal. ALB Asian Legal Business ISSUE 11.02


11 May 2011, The FullerTon hoTel Singapore

The MoST high-proFile legal evenT oF The year ALB SE Asia Law Awards 2011 is the premier awards event for the SE Asia legal industry. This well established and much-anticipated annual event gathers hundreds of senior in-house counsel, private practitioners and industry professionals for the biggest night on the industry calendar. Across a comprehensive range of categories, the Awards recognise and celebrate the achievements and successes of the legal profession over the previous twelve months. Winners are kept confidential until the night itself so the focus of the black-tie event is on the announcement of all the award winners. However, with unparalleled networking opportunities, live entertainment, full gourmet dinner and free-flowing wines, this is one night not to be missed.

Join your peers on Wednesday 11 May to find out who the 2011 winners will be at the premier awards event for the SE Asian legal industry.

www.albawards.com Award Sponsor

ALB enjoys alliances with the following organisations


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

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (January 1, 2011 - January 31, 2011) Announcement Date

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

11-Jan-11

Makhteshim Agan Industries Limited (60% Stake)

Goldfarb, Levy, Eran, Meiri & Co.; Kirkland & Ellis

China National Chemical Corporation

Simpson Thacher & Bartlett

12-Jan-11

Nan Shan Life Insurance Company Ltd

Advising seller: Debevoise & Plimpton; Lee and Li Attorneys at Law

Ruentex Group; and Pou Chen Corporation

Baker & McKenzie; Freshfields Bruckhaus Deringer

American International Group Inc

2,160

11-Jan-11

Elkem AS

Advising seller: Thommessen; Wiersholm

China National Bluestar (Group) Co Ltd

Selmer; Skadden Arps Slate Meagher & Flom

Orkla ASA

2,000

06-Jan-11

Kim Eng Holdings Limited

Malayan Banking Berhad (Maybank)

31-Jan-11

Siemens Limited (19.82% Stake)

Siemens AG

Amarchand & Mangaldas & Suresh A Shroff & Co

10-Jan-11

Patni Computer Systems (83.6% Stake)

AZB & Partners; Day Pitney; J Sagar Associates; Wadia Ghandy & Co Advising seller: Paul Weiss Rifkind Wharton & Garrison; S&R Associates

iGate Corporation

Khaitan & Co; Kirkland & Ellis; Advising financial advisor (Jefferies & Company): Greenberg Traurig

28-Jan-11

Cedyna Financial Corporation (32.51% Stake)

Anderson Mori & Tomotsune

Sumitomo Mitsui Financial Group Inc

Nagashima Ohno & Tsunematsu

28-Jan-11

Honeywell International Inc (Automotive Consumer Products Group)

Rank Group Limited

Blake, Cassels & Graydon

Honeywell International Inc

950

31-Jan-11

Austereo Group limited

Southern Cross Media Group

Corrs Chambers Westgarth

Village Roadshow Limited

937

08-Jan-11

China Pacific Insurance (Group) Co Ltd (2.34% Stake)

The Carlyle Group LLC

855

Notes:

Minter Ellison Advising seller: Allens Arthur Robinson

Seller Company

Deal Value (USDm) 2,423

1,391

1,361

General Atlantic LLC

1,213

1,152

Allianz SE

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 volume • 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, 2011 - Jan 31, 2011) Rank

House

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2011 - Jan 31, 2011)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

2,660

3

1

House Morgan Stanley

2,792

4

789

3

2

China International Capital

1,935

4

1,755

4

1

Freshfields Bruckhaus Deringer

2

AZB & Partners

3

Simpson Thacher & Bartlett

3,223

2

3

Standard Chartered

4

Skadden Arps Slate Meagher & Flom

2,328

2

4

ANZ Bank

1,912

3

5

Baker & McKenzie

2,303

2

5

Goldman Sachs

1,887

3

6

Kirkland & Ellis

1,496

2

6

Credit Suisse

1,612

3

7

LLinks Law Offices

1,134

2

7

Macquarie Group

1,592

3

8

Shearman & Sterling

813

2

8

Haitong Securities

1,435

3

9

Sullivan & Cromwell

740

2

9

UBS Investment Bank

1,125

3

10

Clayton Utz

426

2

10

Royal Bank of Scotland Group

2,800

2

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2011 to 31 January 2011

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2011 to 31 January 2011

Asia-Pacific M&A Activity - Quarterly Trends 900

180,000 160,000

800

Value (USDm) Volume

120,000

600

100,000

500

80,000

400

60,000

300

40,000

200

20,000

100

0

76

700

Q1 03

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10

Q4 10

Q1 11*

Number of deals

Value (USDm)

140,000

0

Asian Legal Business ISSUE 11.1 Asian Legal Business ISSUE 11.01


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 volume•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.•Q1 11* = 1 January 2011 to 31 January 2011

League Table of Legal Advisors to Greater China M&A (Jan 01, 2011 - Jan 31, 2011) Rank

House

League Table of Financial Advisors to Greater China M&A (Jan 01, 2011 - Jan 31, 2011)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1

Freshfields Bruckhaus Deringer

2,660

3

1

China International Capital

House

1,935

4

2

Skadden Arps Slate Meagher & Flom

2,328

2

2

Haitong Securities

1,435

3

3

LLinks Law Offices

1,134

2

3

Standard Chartered

955

3

4

Sullivan & Cromwell

740

2

4

Morgan Stanley

2,617

2

5

Linklaters

188

2

5

Citigroup

2,559

2

6

Mallesons Stephen Jaques

0

2

6

UBS Investment Bank

188

2

7=

Goldfarb, Levy, Eran, Meiri & Co

2,423

1

7

INCU Corporate Finance

54

2

7=

Simpson Thacher & Bartlett

2,423

1

8

Compass Advisers

2,423

1

9=

Baker & McKenzie

2,160

1

9=

Moelis & Company

2,000

1

9=

Debevoise & Plimpton

2,160

1

9=

Royal Bank of Scotland Group

2,000

1

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

League Table of Legal Advisors to Japanese M&A (Jan 01, 2011 - Jan 31, 2011) Rank

House

League Table of Financial Advisors to Japanese M&A (Jan 01, 2011 - Jan 31, 2011)

Value (USDm)

Deal Count

Rank

House

1

Nagashima Ohno & Tsunematsu

1,371

2

1

Mizuho Financial Group

2

Anderson Mori & Tomotsune

1,152

1

2=

3

Mori Hamada & Matsumoto

726

1

2=

4

Morrison & Foerster

95

1

4

5=

Kinoshita Law Office

52

1

5=

Mitsui Company

52

7

Jones Day

8 9

Value (USDm)

Deal Count

219

2

Nomura Holdings Inc

1,152

1

Sumitomo Mitsui Financial Group

1,152

1

KPMG

95

1

5=

Ernst & Young

52

1

1

5=

PwC

52

1

12

1

7=

Credit Suisse

0

1

Soga Uryu & Itoga

5

1

7=

Goldman Sachs

0

1

NCTM Studio Legale Associato

0

1

7=

M&A Properties

0

1

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

League Table of Legal Advisors to Indian M&A (Jan 01, 2011 - Jan 31, 2011) Rank

House

Deal Count

Rank

Value (USDm)

Deal Count

789

3

1

HSBC Bank

2,161

2

14

2

2

Avendus Capital

1,226

2

3

Amarchand & Mangaldas & Suresh A Shroff & Co 1,361

1

3

Jefferies & Company

1,213

1

4=

Greenberg Traurig

1,213

1

4=

ANZ Bank

800

1

4=

Khaitan & Co

1,213

1

4=

Bank of America Merrill Lynch

800

1

4=

Kirkland & Ellis

1,213

1

4=

Royal Bank of Scotland Group

800

1

4=

Paul Weiss Rifkind Wharton & Garrison

1,213

1

4=

Standard Chartered

800

1

4=

S&R Associates

1,213

1

8=

Ambit Corporate Finance

662

1

4=

Wadia Ghandy & Co

1,213

1

8=

Credit Suisse

662

1

10=

Shearman & Sterling

800

1

10

Yes Bank

19

1

10=

Simpson Thacher & Bartlett

800

1

1

AZB & Partners

2

Bird & Bird

Value (USDm)

League Table of Financial Advisors to Indian M&A (Jan 01, 2011 - Jan 31, 2011) House

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

League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2011 - Jan 31 , 2011) Rank

House

Value (USDm)

League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2011 - Jan 31, 2011)

Deal Count

Rank

175

1

1

House Morgan Stanley

Value (USDm) 175

Deal Count 2

146

2

1

Stamford Law Corporation

2

Teh & Lee Advocates & Solicitors

21

1

2

RHB Investment Bank

3

Shahrizat Rashid & Lee

15

1

3=

Maybank Investment Bank

1,391

1

4

Shearman & Sterling

13

1

3=

Nomura Holdings

1,391

1

5

Allen & Gledhill

0

1

5

TC Capital

406

1

6

Allen & Overy

0

1

6

ANZ Bank

175

1

7

Weil Gotshal & Manges

0

1

7

Public Investment Bank

19

1

8=

DBS Bank

15

1

8=

Hong Leong Financial Group

15

1

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

www.legalbusinessonline.com www.legalbusinessonline.com

77


market data | capital markets >>

Equity Capital Markets TRANSACTIONS List

Asia, inc Japan, ex Australia & New Zealand 9 Jan to 5 Feb 2011 Proceeds Issuer Issue date (USDm)

China Shanghai Great Wisdom Co Ltd Shanghai Guangdian Elec Grp Co Huabao Intl Hldg Ltd Shanghai Tofflon Science&Tech Qingdao East Steel Tower Stock Guangdong Vanward New Elec Co Ningbo Powerway Alloy Material Changzhou Qianhong Biopharma Changzhou Xingyu Automotive Jiangsu Skyray Instrument Co LDK Solar Co Ltd Zhongsheng Group Holdings Ltd Qingdao Eastsoft Commun Tech Huayi Electric Co Ltd Wonders Information Co Ltd China Lumena New Materials Huafon Microfibre (Shanghai) Beijing Jetsen Tech Co Ltd Hand Enterprise Solutions Co Changzhou Tiansheng New Baofeng Modern Intl Holdings Nanjing Xinlian Electn Co Ltd Jiangsu Jianghuai Engine Co Shenzhen Tempus Global Travel Nanjing CEC Envi Protection Co China Zhonghua Geotechnical GCI Science & Tech Co Ltd Hong Kong Trinity Ltd India Tata Steel Ltd OPG Power Ventures PLC Indnesia Bank Mandiri(Persero)Tbk PT PT Garuda Indonesia (Persero) Sumber Alfaria Trijaya Tbk PT Japan Resona Holdings Inc Nippon Building Fund Inc Accordia Golf Co Ltd Japan Excellent Inc JVC KENWOOD Holdings Inc Laos EDL-Generation PCL Malaysia Kencana Petroleum Bhd PhilippineS Metrobank Singapore Avago Technologies Ltd First Resources Ltd South Korea Hyundai Wia Corp Hyundai Elevator Co Ltd Taiwan Asia Cement Corp Wintek Corp Thailand Indorama Ventures PCL BTS Group Holdings PCL Sri Trang Agro-Industry PCL

Currency

Bookrunner(s)

Sector High Technology Energy and Power Consumer Staples Industrials Materials Consumer Staples Materials Healthcare Industrials Healthcare High Technology Retail Telecommunications Industrials High Technology Materials Consumer Staples High Technology High Technology Materials Consumer Staples High Technology Industrials Consumer Products and Services Energy and Power Industrials High Technology

387.7 303.1 282.5 261.2 260.9 227.5 225.5 193.9 193.6 182.1 171.1 169.2 157.2 144.3 127.2 122.5 119.7 116.8 115.4 113.9 111.5 107.8 102.2 99.8

01/21/11 01/26/11 01/28/11 01/20/11 01/21/11 01/17/11 01/20/11 01/31/11 01/26/11 01/12/11 01/27/11 01/18/11 02/01/11 01/21/11 01/12/11 01/24/11 02/01/11 02/01/11 01/20/11 01/12/11 01/24/11 01/21/11 01/31/11 01/25/11

CNY CNY HKD CNY CNY CNY CNY CNY CNY CNY USD HKD CNY CNY CNY HKD CNY CNY CNY CNY HKD CNY CNY CNY

Southwest Securities Co Ltd Soochow Securities Co Ltd JP Morgan Secs (Asia) (HK) China Merchants Securities Co Sinolink Securities Co Ltd Pingan Securities Co Ltd Guosen Securities Co Ltd Huatai United Securities Co Guotai Junan Securities Orient Securities Co Ltd Citigroup Global Markets Inc; Deutsche Bank Securities; UBS Investment Bank Morgan Stanley Asia Ltd CITIC Securities Guosen Securities Co Ltd Minsheng Securities Morgan Stanley (Asia) Ltd; BOCI Asia China Jianyin Invest Sec Huatai United Securities Co Industrial Securities Co Ltd Pingan Securities Co Ltd CMB International Capital Corp Huatai Securities Donghai Securities Ltd Guosen Securities Co Ltd

95.5 94.3 93.4

01/20/11 01/17/11 01/17/11

CNY CNY CNY

Huatai Securities Haitong Securities Guosen Securities Co Ltd

96.4

01/10/11

HKD

Bank of America Merrill Lynch; BOCI

Consumer Staples

762.2

01/22/11

INR

Materials

96.6

02/04/11

GBP

Citigroup; Deutsche Bank (India); HSBC India; Standard Chartered Bk (India); Kotak Securities Ltd; RBS; SBI Capital Markets Ltd Cenkos Securities PLC

908.0 527.5 114.3

01/26/11 01/27/11 01/18/11

IDR IDR IDR

Deutsche Bank Asia; Merrill Lynch (Asia Pacific); Citigroup Global Markets Asia; CLSA PT Mandiri Sekuritas; PT BAHANA SECURITIES; Danareksa Sekuritas; UBS (East Asia) Ltd; Citibank NA Jakarta UBS Securities Indonesia PT

Financials Industrials Retail

6930.9 363.8 353.2 188.0 180.4

01/24/11 01/19/11 01/17/11 01/24/11 01/18/11

JPY JPY JPY JPY JPY

Nomura Securities; Daiwa Sec Capital Markets Nomura Securities Daiwa Sec Capital Markets; GSJCL Mizuho Securities Co Ltd Nomura International PLC

Financials Real Estate Media and Entertainment Real Estate High Technology Energy and Power

Energy and Power

115.8

01/11/11

LAK

BCEL Krungthai Securities Co

130.0

01/25/11

MYR

AmInvestment Bank Bhd; Maybank Investment Bank Bhd

Industrials

225.9

01/14/11

PHP

First Metro Investment Corp; UBS (East Asia) Ltd

Financials

693.8 103.9

01/18/11 01/19/11

USD SGD

Deutsche Bank Securities Corp; Barclays Capital Citi

High Technology Energy and Power

464.4 260.3

01/31/11 01/25/11

KRW KRW

Mirae Asset Securities Tong Yang Securities; Daishin Securities Co Ltd

Industrials Industrials

375.0 330.6

01/20/11 01/12/11

USD USD

Citigroup; Goldman Sachs (Asia); UBS (East Asia) Ltd Morgan Stanley (Asia) Ltd

Materials High Technology

394.7 328.5 262.8

01/13/11 01/18/11 01/26/11

THB THB SGD

Morgan Stanley (Asia) Ltd; Credit Suisse Morgan Stanley & Co SC Securities Korea Ltd; JP Morgan Secs (Asia) (HK); CIMB-GK Securities Pte Ltd

Materials Real Estate Industrials

DEBT CAPITAL MARKETS TRANSACTIONS LIST

Asia, inc Japan, ex Australia & New Zealand 9 Jan to 5 Feb 2011 Issuer China CNOOC Finance Corp Ltd Evergrande Real Estate Group Shui On Dvlp(Hldg)Ltd Bank of Beijing China Longyuan Elec Power Grp West China Cement Ltd Chongqing City Constr Invest Huainan Mining Industry(Group) ICBC Macau Ltd Guiyang City Constr Invest Weichai Holdings Group Co Ltd Rugao City Investment Hainan Holdings Zoucheng Municipal Assets Xin Yu Urban Constr Invest Agricultural Bk of China (HK) China Gaoxian Fibre Fabric Xin Xiang Investment Group Hangzhou Industrial Asset Mgmt Shandong Gold Group Co Ltd Agricultural Bk of China (HK) Midea Group Co Ltd Anhui Jianghuai Auto Grp Co BoComm-HK Xiamen ITG Holding Co Ltd Beijing Capital Group Co Ltd PCD Stores (Group) Ltd Chongqing Light Ind & Textile Hong Kong Sinochem Offshore Capital Hopson Development Hldg Ltd Seaspan Corp Hongkong Electric Finance Ltd Texhong Textile Group Ltd Qingdao Qianwan Container India Rural Electrification Corp Ltd Union Bank of India HDFC

78

Proceeds (USDm)

Bookrunner(s)

Sector

USD CNY CNY CNY CNY USD CNY CNY CNY CNY CNY CNY CNY CNY CNY HKD KRW CNY CNY CNY HKD CNY CNY HKD CNY CNY CNY CNY

Bank of America Merrill Lynch; Barclays Capital; Citi; Goldman Sachs & Co; JP Morgan; BOCI Bank of America Merrill Lynch; Deutsche Bank AG; Citigroup; BOC International (China) Ltd Standard Chartered Bank PLC; Deutsche Bank AG; UBS Investment Bank BOC International (China) Ltd; Credit Suisse Founder Sec Ltd; China Securities Co Ltd UBS Securities Co Ltd; Hongyuan Securities Co Ltd Deutsche Bank Securities Corp; ICBC International Securities First Capital Securities GF Securities; Hongyuan Securities Co Ltd HSBC Holdings PLC BOC International (China) Ltd China Minsheng Banking Corp China Dragon Securities Co Ltd China Securities Co Ltd; China Galaxy Securities Co Hongyuan Securities Co Ltd GF Securities Standard Chartered Bank (HK) Daewoo Securities Co Ltd China Securities Co Ltd Guotai Junan Securities Bank of China Ltd; China Merchants Bank Standard Chartered Bank (HK) Agricultural Bank of China China Merchants Bank Hongkong & Shanghai Bank (HK) Industrial Bank Co Ltd Industrial & Comm Bank China; Bank of Beijing HSBC (Tianjin) Guosen Securities Co Ltd

Financials Real Estate Real Estate Financials Energy and Power Materials Consumer Products and Services Materials Financials Financials Industrials Financials Financials Financials Industrials Financials Consumer Staples Financials Financials Materials Financials High Technology Industrials Financials Financials Financials Retail High Technology

01/12/11 01/14/11 01/21/11 01/12/11 01/11/11 01/30/11

CNY USD USD USD USD CNY

CITIC Securities; Deutsche Bank AG (Hong Kong) UBS Investment Bank Bank of America Merrill Lynch Standard Chartered Bank PLC; RBS; HSBC Holdings PLC Deutsche Bank Securities Corp Bank Communications {BoCOMM}

Financials Real Estate Industrials Financials Consumer Staples Industrials

01/18/11 01/14/11 01/11/11

USD CHF INR

Credit Agricole CIB; Standard Chartered Bank PLC; RBS Barclays Capital Group Axis Bank Ltd

Financials Financials Financials

Issue date

Currency

1,976.1 1,404.2 531.7 531.3 455.7 400.0 377.7 303.9 303.9 302.9 302.9 227.9 227.8 227.1 211.5 192.4 186.9 182.3 181.7 181.3 153.9 151.9 151.4 124.5 121.3 120.9 113.7 106.0

01/21/11 01/14/11 01/19/11 01/14/11 01/21/11 01/18/11 01/11/11 01/27/11 01/29/11 01/12/11 01/12/11 01/26/11 01/20/11 01/12/11 01/11/11 01/31/11 01/11/11 01/18/11 01/12/11 01/11/11 01/31/11 01/19/11 01/13/11 01/14/11 01/17/11 01/11/11 02/01/11 01/12/11

530.0 300.0 250.0 240.7 200.0 167.1 494.9 167.0 110.9

Asian Legal Business ISSUE 11.01


market data | capital markets >> NABARD Tata Steel Ltd Indonesia Bakrie Telecom Pte Ltd Japan Japan Housing Finance Agency JBIC Govt Gtd Mizuho Corporate Bank Ltd Nomura Holdings Inc Sumitomo Mitsui Banking Corp Nippon Telegraph & Telephone Mitsui Sumitomo Insurance Bank of Tokyo-Mitsubishi UFJ ORIX Corp SoftBank Corp JASSO Bank of Tokyo-Mitsubishi UFJ JFM Japan Finance Corp Tohoku Electric Power Co Inc Central Nippon Expressway JFM Central Nippon Expressway City of Yokohama KKR V CLO Aichi Prefecture Fukuoka Prefecture Mazda Motor Corp JFM Sumitomo Mitsui Fin & Leasing Bank of Tokyo-Mitsubishi UFJ Fukuoka Prefecture Kanagawa Prefecture Mitsubishi UFJ Lease & Finance Bank of Tokyo-Mitsubishi UFJ Hanshin Expressway Co Ltd JFM East Nippon Expressway Co Ltd Shimizu Corp Central Nippon Expressway Japan Housing Finance Agency Japan Housing Finance Agency Japan Housing Finance Agency Kajima Corp Hokuhoku Financial Group Inc SBI Holdings Inc SoftBank Corp Nagoya Expressway Public Corp Nagoya Expressway Public Corp Nagoya Expressway Public Corp Mitsui Engineering & Shipbldg Mitsui Fudosan Co Ltd Nikon Corp Nikon Corp Tobu Railway Co Ltd City of Kitakyushu City of Kobe City of Osaka Sumitomo Corp Saibu Gas Co Ltd ORIX Corp City of Fukuoka Toyota Motor Credit Corp Toyota Finance Australia Toyota Motor Credit Corp Malaysia Pengurusan Air SPV Berhad Aman Sukuk Bhd

110.9 110.3

01/13/11 01/15/11

INR INR

HSBC India LIC Housing Finance Ltd

Financials Materials

139.1

01/24/11

USD

Credit Suisse; Morgan Stanley

Telecommunications

3,343.7 1,499.1 1,326.3 1,241.1 1,205.5 852.2 843.6 783.7 602.1 548.2 482.8 482.3 362.3 362.0

01/21/11 01/13/11 01/14/11 01/12/11 01/14/11 01/19/11 01/20/11 01/14/11 01/12/11 01/19/11 01/27/11 01/14/11 01/13/11 01/12/11

JPY USD JPY USD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY

Government and Agencies Government and Agencies Financials Financials Financials Telecommunications Financials Financials Financials High Technology Consumer Products and Services Financials Government and Agencies Government and Agencies

361.7 361.2 301.4 301.0 245.2 245.2 243.5 242.3 242.3 241.5 241.4 241.1 241.1 241.1 241.1 192.9 183.7 182.5 181.7 181.1 180.6 175.1 170.2 154.3 122.9 121.8 121.8 121.8 121.7 121.7 121.7 121.2 121.2 121.2 121.2 120.8 120.6 120.6 120.6 120.6 120.5 120.4 120.4 116.7 102.1 99.6

01/14/11 01/12/11 01/20/11 01/12/11 02/02/11 02/03/11 02/04/11 01/21/11 01/21/11 01/13/11 01/27/11 01/14/11 01/14/11 01/14/11 01/14/11 01/14/11 02/03/11 01/25/11 01/21/11 01/27/11 01/12/11 02/03/11 02/03/11 02/03/11 02/01/11 01/19/11 01/19/11 01/19/11 02/04/11 02/04/11 02/04/11 01/21/11 01/21/11 01/21/11 01/21/11 01/13/11 01/14/11 01/14/11 01/14/11 01/14/11 01/20/11 01/12/11 01/14/11 01/27/11 01/25/11 01/20/11

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 JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY AUD NZD AUD

Mitsubishi UFJ Morgan Stanley Barclays Capital; Deutsche Bank Securities Corp; Goldman Sachs & Co Mizuho Securities Co Ltd Nomura Securities Nikko Cordial Securities Inc Mizuho Securities Co Ltd; Nikko Cordial Securities Inc; GSJCL Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley; Nomura Securities; Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley Nomura Securities RBS Securities Japan Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc; Nomura Securities; Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Daiwa Sec Capital Markets Daiwa Sec Capital Markets Nomura Securities Nikko Cordial Securities Inc; Daiwa Sec Capital Markets Daiwa Sec Capital Markets; Nikko Cordial Securities Inc; Mizuho Securities Co Ltd Tokai Tokyo Securities Co Ltd; SMBC Friend Securities Co Ltd; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley; Deutsche Securities Inc Nikko Cordial Securities Inc; Mizuho Securities Co Ltd Nomura Securities Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley; Nikko Cordial Securities Inc Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd Nomura Securities Nikko Cordial Securities Inc; Nomura Securities Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley; Nomura Securities Mitsubishi UFJ Morgan Stanley; Nomura Securities; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley; Nomura Securities; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley; Nomura Securities; Daiwa Sec Capital Markets Nikko Cordial Securities Inc Mizuho Securities Co Ltd Mizuho International plc Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Daiwa Sec Capital Markets Nikko Cordial Securities Inc Mizuho Securities Co Ltd; GSJCL Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Nomura Securities; Nikko Cordial Securities Inc Nomura Securities; Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Tokai Tokyo Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Daiwa Sec Capital Markets Morgan Stanley MUFG; GSJCL Mizuho Securities Co Ltd Daiwa Capital Markets Europe TD Securities Inc

885.0 360.2

01/25/11 01/28/11

MYR MYR

113.2

01/10/11

971.0 320.2 300.0 300.0 225.9

01/11/11 02/01/11 01/14/11 01/24/11 01/14/11

Energy and Power Industrials Government and Agencies Industrials Government and Agencies Financials Government and Agencies Government and Agencies Industrials Government and Agencies Financials Financials Government and Agencies Government and Agencies Consumer Products and Services Financials Industrials Government and Agencies Industrials Industrials Industrials Government and Agencies Government and Agencies Government and Agencies Industrials Financials Financials High Technology Government and Agencies Government and Agencies Government and Agencies Industrials Real Estate High Technology High Technology Industrials Government and Agencies Government and Agencies Government and Agencies Materials Energy and Power Financials Government and Agencies Financials Financials Financials Financials Financials

MYR

HSBC Bank Malaysia Bhd; CIMB Investment Bank Bhd CIMB Investment Bank Bhd; AmInvestment Bank Bhd; Bank Islam Malaysia; Maybank Investment Bank Bhd; RHB Investment Bank Bhd Standard Chartered Bk Malaysia; Bank Muamalat Malaysia

AUD GBP USD USD PHP

ANZ Banking Group; RBC Capital Markets; Westpac Banking RBC Capital Markets; UBS Investment Bank Deutsche Bank AG; JP Morgan ANZ Banking Group; HSBC Holdings PLC; Standard Chartered Bank PLC HSBC Manila; BPI Capital; Citicorp Capital Philippines

Government and Agencies Government and Agencies Energy and Power Energy and Power Real Estate

Consumer Staples

Padiberas Nasional Bhd Philippines ADB ADB Energy Development Corp SMC Global Power Holdings Corp Ayala Land Inc Singapore GLL IHT Pte Ltd CapitaMalls Asia Treasury Ltd Olam International Ltd Swiber Holdings Ltd South Korea HART 2011-A Hyundai Capital Services Inc Hana Financial Group Inc Export-Import Bank of Korea Hana Financial Group Inc KT Corp Hyundai Steel Co Woori Bank Shinsegae Co Ltd GS Caltex Corp Hana Bank Woori Bank Shinhan Financial Group Ltd Hanjin Heavy Ind & Const Hldg

158.0 155.4 116.5 93.2

01/10/11 01/17/11 01/17/11 01/17/11

SGD SGD SGD SGD

Standard Chartered Bank (SG) DBS Bank Ltd DBS Bank Ltd; Hongkong and Shanghai Bkg (SG) DBS Bank Ltd

Financials Financials Consumer Staples Financials

920.7 695.8 534.0 487.2 468.0 421.9 400.5 322.4 300.0 269.1 268.8 254.2 224.0 222.5

01/20/11 01/20/11 01/11/11 01/28/11 01/18/11 01/20/11 01/20/11 01/25/11 01/13/11 01/28/11 01/28/11 01/25/11 01/28/11 01/20/11

USD USD KRW JPY KRW JPY KRW JPY USD KRW KRW JPY KRW KRW

Financials Financials Financials Financials Financials Telecommunications Materials Financials Retail Energy and Power Financials Financials Financials Industrials

KT Corp Kookmin Bank Hynix Semiconductor Inc Hana Bank Woori Bank Halla Engineering & Constr Hanshin Engineering & Constr Shinhan Bank HiMart 1st ABS Specialty Co Shinhan Bank Union Steel Company Ltd Eplanupoksoo Securitization KNOC Korea Development Bank Hyundai Commercial Kookmin Bank Kookmin Bank

200.0 195.8 180.4 179.4 173.2 134.9 134.6 134.6 116.1 107.3 107.3 106.8 100.2 100.0 99.2 98.7 98.7

01/19/11 01/11/11 01/14/11 01/14/11 02/01/11 01/13/11 01/27/11 01/27/11 01/31/11 01/24/11 01/24/11 01/12/11 01/28/11 01/19/11 01/12/11 01/26/11 01/26/11

USD KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW HKD USD KRW KRW KRW

RBS; JP Morgan; Barclays Capital JP Morgan; Morgan Stanley & Co; RBS; ING; Standard Chartered Cap Mkts SC Securities Korea Ltd; SK Securities Co Ltd Daiwa Capital Markets Europe Woori Invest & Sec Co Ltd; SK Securities Co Ltd Citigroup Global Markets Japan; Daiwa Sec Capital Markets KB Invest & Sec; Korea Development Bank; Woori Invest & Sec Co Ltd; Korea Investment & Securities Barclays Capital Japan Ltd; Mitsubishi UFJ Morgan Stanley; Nomura Securities; RBS Securities Japan Ltd Woori Invest & Sec Co Ltd; KB Invest & Sec; Shinhan Investment Corp KB Invest & Sec; Samsung Securities; Daewoo Securities Co Ltd Kiwoom Securities Co Barclays Capital Japan Ltd; Mitsubishi UFJ Morgan Stanley; Nomura Securities; RBS Securities Japan Ltd Woori Invest & Sec Co Ltd; SK Securities Co Ltd Meritz Securities Co Ltd; Korea Development Bank; Korea Investment & Securities; Woori Invest & Sec Co Ltd; Daewoo Securities Co Ltd; KB Invest & Sec Daewoo Securities Co Ltd; Dongbu Securities E Trade Korea Co Ltd Woori Invest & Sec Co Ltd; Daewoo Securities Co Ltd; Shinhan Investment Corp; NH Investment & Sec Co Ltd Kiwoom Securities Co Hana Daetoo Securities Co Ltd Kiwoom Securities Co; KB Invest & Sec KB Invest & Sec; Tong Yang Securities Hana Daetoo Securities Co Ltd KB Invest & Sec; Daewoo Securities Co Ltd; Korea Development Bank; Eugene Invest & Sec Co Ltd Hyundai Securities Co Ltd KB Invest & Sec Shinyoung Securities Co, Ltd; Daewoo Securities Co Ltd BNP Paribas SA Standard Chartered Bank PLC Korea Investment & Securities; SK Securities Co Ltd Shinyoung Securities Co, Ltd E Trade Korea Co Ltd

www.legalbusinessonline.com

Telecommunications Financials High Technology Financials Financials Industrials Industrials Financials Financials Financials Materials Financials Energy and Power Financials Financials Financials Financials

79


Asian Legal Business is Asia’s leading legal magazine. Published from three regional centres, each issue is packed with news, hard hitting analysis and investigative journalism. Regional editors provide up to the minute legal and regulatory updates, while a team of dedicated journalists provide in-depth analysis of all the issues facing lawyers and in-house counsel throughout the region.

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

Office Managing Partner, Beijing DLa PiPer

“Asian Legal Business has done a great job covering local news, deals, and general trends in the legal market in Asia” Partner Minter ellison

www.legalbusinessonline.com SUBSCRIPTION FORM

Yes – start my 12-months subscription to Southeast Asia ALB Magazine and rush me the next issue as soon as it is available. Please invoice my company USD29.95* name company

job title

address tel

fax

e-mail

Method of payment: Cheque : Total payment USD

payable to Key Media Pte Ltd., 121 Telok Ayer Street, #02-01, Singapore 068590

Credit Card : Total payment USD Credit Card Number:

VISA –

Name On Card:

MASTER CARD

AMEX

– Expiry Date:

/

Signature:

Please fax this form back to +65 6423 4632 or alternatively via email by contacting Yasmin at yas@keymedia.com.sg Published by Key Media Pte Ltd., 121 Telok Ayer Street #02-01 Singapore 068590

*Fee includes postage and handling to anywhere in the world. (Domestic customers – GST applies) All subscriptions will not be fulfilled until the subscription fee is paid in full.


Regional Legal Counsel Singapore

jlegal

your global recruitment partner

The Company Our client, ATS Automation Tooling Systems Inc. (“ATS”) is a world leader in providing custom designed, built and installed factory automation systems to companies around the world. ATS services companies in diverse industries such as healthcare/pharmaceutical, energy, automotive, telecommunications, consumer and fibre optics. Listed on the Toronto Stock Exchange, ATS has 21 manufacturing facilities globally in Canada, the US, Europe and Asia. The Role Due to the growth of ATS’s business in Asia, our client is seeking to employ their first legal counsel for Asia. As a proactive member of the legal team, the candidate will provide legal advice regarding company initiatives to senior executives and management across ATS divisions in Singapore, Malaysia and China. Specific responsibilities will include providing legal services to internal clients in relation to customer, partner and supplier contracts, corporate governance, litigation management, IP management and employment issues. The legal counsel will also be expected to ensure adherence to corporate and contracting policies, internal controls, and take a leadership role in fostering business compliance across Asia. Required Qualifications  At least 8 years PQE, with experience ideally as an in-house counsel with a listed company.  Strong interpersonal and communication skills, together with good drafting and negotiation skills.  Good commercial judgment and decision making ability.  Experience as a regional counsel covering Singapore, Malaysia and China.  Working knowledge of regulatory and securities requirements for public listed companies.  Fluency in Chinese and willingness to travel. To apply for this position, please contact our exclusively retained consultant, Genevieve Chia on +65 6818 9701, or email her at gen@jlegal.com.

Contact Us

www.jlegal.com

visit our website or contact us: e | singapore@jlegal.com t | singapore 65 6818 9701

singapore

hong kong

melbourne

sydney

london


Asian Legal Business (SE Asia) Feb 2011  

The magazine for lawyers and in-house counsel with jobs, firm ratings, legal analysis and all the latest legal news and views

Read more
Read more
Similar to
Popular now
Just for you