asian legal business (north asia) 9.1

www.legalbusinessonline.com

ISS

UE

9.1

n AnAlysis n lATERAl MOVEs n DEAls ROUnDUP n REGiOn-WiDE PERsPECTiVEs n UK, Us REPORTs n siGn Off

ALB Special Report: Korea 2009Big reforms, big opportunities

Banking & financeis this ’97 all over again?

Higher educationllMs: Becoming your own Master

The Taiwan questionBuilding bridges across the strait

10 firms to watch in 2009

http://www.windy-city.com.hk

1

ALB ASIAN LEGAL BUSINESS

Copyright 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.


Practice area and industry editors The Regulatory Updates section is sponsored by the following firms:

Hong KongUnit 2706 - 08, 27/F, 118 Connaught

Road West, Hong KongT (852) 2815 5988; F (852) 2815 5225

Singapore121, Telok Ayer Street #02-01, Singapore 068590

T (65) 6423 4631; F (65) 6423 4632www.keymedia.com.sg

KEy MEDiA inTERnATiOnAl lTD

EDiTORiAl EnqUiRiEsJoshua Scott

T (612) 8437 4717; F (612) [email protected]

ADVERTisinG EnqUiRiEsHong KongBrenda Lau

T (852) 2815 5988; F (852) 2815 [email protected]

SingaporeVivian Cheah


cHinaYvonne Cheung


auStraliaBenn Sykes

T (61) 2 8437 4745; F (612) 8437 [email protected]

EVEnT EnqUiRiEsHong KongAmanda Ho


Joel UlbrichtT (852) 2850 4496; F (852) 2815 5225

[email protected]

international tax

AzureTax Ltd provides transparent strategic and ethical tax advice. Through our professional corporate and trustee services your tax plan is comprehensively implemented. Our tax advice provides independent innovative and rigorous solutions which deliver results and long-term accountability. Qualified UK, Hong Kong and PRC tax advisors.

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

intellectual property

Asian Legal Business is available by subscription. Please call (852) 2815 5988 for details or visit


Established in 1889, Drew & Napier is one of Singapore’s leading law firms. Consistently rated top tier in dispute resolution, the firm has 7 senior counsel, the largest number of any Singapore law firm. The firm is headed by CEO, Davinder Singh, SC, one of Singapore’s foremost lawyers. Drew & Napier is also highly rated in Insolvency & Restructuring, IP, Tax, Banking & Corporate, Competition Law, TMT, and Shipping.

international arbitration

aSia editorJoshua Scott

contributing editorRenu Prasad

cHief Sub-editorMoira Daniels

Sub-editorSDiana Harris

Gabrielle BaxterCarolin Wun

Merran Magill

deSign managerSJacqui AlexanderRuby Alvarez

deSignerSWeiyah Chiang Raymond Ohanesian

pHotograpHerThilo Pulch

Senior web developerStorm Kulhan

buSineSS development managerSBrenda Lau (Hong Kong)Vivian Cheah (Singapore)Yvonne Cheung (China)Benn Sykes (Australia)

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

aSia-pacific managing directorRick Curzon

managing director

Agnes Eng

regional managing editor

George Walmsley

production editor Daniela Aroche

cHina editorYun Zhang

editorial aSSiStantSRichard Szabo

Rashida Yusofzai

Inter-Pacific Bar Association Corporate Counsel Forumwww.ipba.org

Corporate Lawyers Association of New Zealand

Indian Corporate Counsel Association

www.asianlegalonline.com/icca

Australasian Professional Services Marketing Associationwww.apsma.com.auwww.beijinginhouse.com

ALB is a sponsor of the International Bar Association Annual Conference Buenos Aires 2008www.ibanet.orgwww.scca.org.sg

ALB enjoys alliances with the following organisations

Shanghai InhouseCounsel Forum

ALB is the Asia-Pacific Legal Media Partner of the IPBA Annual Conference Los Angeles 2008

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

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 center, 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 organizations and governments. SyCip combines traditions of professional integrity and excellence with a time-tested ability to break new ground.

China

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

Malaysia

Tay & Partners is a Malaysian law firm established in 1989 with offices in Kuala Lumpur and Johor Bahru. It is a full-service commercial law firm, advising a varied portfolio of clients across a broad spectrum of industry sectors. The firm’s vision is to be the law firm of choice to businesses investing or operating in Malaysia.

india

Singh & Associates is a full service international law firm comprising of experienced, capable and dedicated legal professionals, company secretaries and chartered accountants. The firm is committed to providing exceptional legal counsel across a wide variety of local, national and international branches of law and specialises in several practice areas.

indonesia

BT Partnership is a dynamic and result oriented law firm specialized in corporate-financial restructuring and litigation practices with full-length and great detailed of experiences in safeguarding multinational clients from complex legal issues including for their M&A, FDI, Funds and Structured Finance transactions. In 2007, the firm has been awarded as Dispute Resolution Firm of the Year and further, Employer’s of Choice for Indonesia jurisdiction while its Partner has been inaugurated as one of the Asia Hot Lawyers of the Year 2008.

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. The firm has been regularly noted for its IPO, M&A and general corporate work.

2

EDITORIal >>

Asian Legal Business ISSUE 9.1


22

in THE fiRsT PERsOn

Hubris will get us nowhere

There is a sense of hubris pervading the Asia-Pacific legal employment market at the moment. Buoyant, resilient, strong, booming are just a few of the adjectives used to describe the current state of the market for legal talent. When questioned on this topic, lawyers, HR managers

and recruiters often run out of superlatives with which to describe how strong things are.

To be fair, if we use the US and European markets as a yardstick then things in the Asia-Pacific region seem quite rosy. By ALB’s count, October and November alone saw at least 300 lawyers laid off in the US and Europe, and this figure does not include Travers Smith’s announcement that it has canned five lawyers in the UK, DLA Piper’s plans to shed up to 40 consultants in its real estate and finance practices, and Reed Smith retrenching 130 of its own across its trans-Atlantic operations.

But, is this hubris warranted? Is the Asia-Pacific legal market not suffering from the same slow-downs in transactional work as its European and US counterparts? Given the course of the current financial slow-down and the widely accepted fact that this has still not fully reached its disastrous potential, the question, it seems, is not if the Asia-Pacific legal services market will be hit by this wave of redundancies but when.

This may be sooner rather than later. The Singapore legal services market, one of the hardest hit by the current financial crisis, was abuzz with rumours that two of the island nation’s most prestigious law firms – a boutique capital markets practice and the other, one of the ‘big-four’ – had already kicked a number of its lawyers to the curb in an effort to reduce costs. Add to this Australian firm Corrs Chambers Westgarth’s proclamation that it had offered its graduates a lump sum payment if they deferred the start of their employment until the second half of next year and Orrick’s culling of ten lawyers in Asia and we see, slowly but surely, signs of things to come.

It may only be a matter of time until the financial tensions that arise as a result of the inexorable downturn in staple areas such as M&A and banking & finance become too great an economic burden to bear for small and big firms alike. A more appropriate time for forward planning there has never been. And while we cannot hope to avoid the rolling juggernaut that is the global financial crisis, a lot can be achieved by removing one’s head from the sand.

“This time around, we’re seeing the core business itself in trouble, usually because demand for products has dropped as a result of the economic recession in the US and Europe” Stephen Eno, Baker & McKenzie, on the differences between the current crisis and the Asian Financial Crisis of 1997 (p50)

“Open [legal] markets are far more dynamic, much more focused on client service and more globally competitive”Luke Shin, Kim & Chang, on opening Korea’s legal services sector (p56)

“The Chinese legal market is so competitive, to lead you must have a full service capacity” Zhang Zhi of V&T, on the increasing competitiveness of the Chinese legal market (p44)

The Singapore legal services market was abuzz with rumours that two of the island nation’s most prestigious law firms had already kicked a number of its lawyers to the curb in an effort to reduce costs

When you face legal issues halfway around the world, who is there to trust for

knowledge and on-the-ground experience?

Lex Mundi, the world’s leading association of independent law firms, has gathered

160 premier firms in more than 100 countries. With a Lex Mundi member firm

on your side, you can be confident that you will receive the best possible legal

expertise with superior service and local market knowledge, anywhere, anytime.

Through their knowledge of their local markets, Lex Mundi member firm lawyers

can unite you with a deep understanding of their jurisdiction’s social and

political systems and can expertly steer you through the local legal terrain.

Choose the Mark of Excellence. Choose a Lex Mundi Member Firm.

For a copy of our Directory of Member Firms contact

us at 1.713.626.9393 or [email protected]. You may

locate a member firm online at www.lexmundi.com.

21,000 lawyers

160 firms

100 countries

560 offices

worldwide network local expertise

http://www.lexmundi.com

4

NEws | deals >>



CONTENTs >>

contents

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

AnAlysis

12 China: Enforcement problems and money troubles

Why we should all hope that government stimulus works in China

13 Legal process outsourcingWhat Obamania means for the future of this burgeoning industry

14 Dubai: Debt dilemmas to derail growth?Questions are being raised about the ability of the Gulf region’s star – Dubai – to fend off the credit crunch in light of its heavy debt obligations

fEATUREs

50 Banking & financeAs the shadows lengthen over capital markets practices, restructuring and insolvency practices are bathing in the dawn of a new era

56 ALB Special Report: Korea 2009 Lawyers in Korea remain upbeat, pinning their hopes on internal and external stimuli

66 Higher education: LLMs The perfect way to beat a deflated employment market?

70 Document management It’s about much more than categorising, filing and shredding

REGUlARs

6 NEWS • CliffordChance,Freshfields,Bakersonmajor

Chinese gas deal• UAEfirmsanticipaterelaxationofforeign

investment rules• WeilGotshaltoopenin‘over-lawyered’Dubai• Indiabenefitsfromlegalmarketrestrictions• Taiwan-mainlandChinacentretoprovidelegal

advice for Taiwan investors • White&CasecutsBangkokoffice• US:Managingpartnerinfraudcase• UnwindingminibondsinSingapore• IndianPElawyershithard,saysFMLlawyer• OrricklaysoffAsialawyers• Koreanlawyersturntablesonjudges• BHP-RioTintomerger,lawyersstilloptimistic

22 UK report

24 US report

inDUsTRy UPDATEs

26 International tax AzureTAx

28 IP AlbAn TAy MAhTAni & de SilvA

29 International arbitration

drew & nApier

38 REGIONAL UPDATES • China

pAul weiSS • Philippines

SyCip SAlAzAr hernAndez & GATMAiTAn

• MalaysiaTAy & pArTnerS

• Singaporeloo & pArTnerS

• IndonesiabT pArTnerShip

• IndiaSinGh & ASSoCiATeS

PROfilEs

52 Loo & Partners

63 Lee & Ko

ALB ISSUE 9.1

56

70COVER sTORy44 AlB Watchlist

Some firms will make the headlines in 2009, but not all will make them as regularly as the firms on the ALB Watchlist. ALB discusses strategy and tactics with the 10 firms we predict will be in the ascendant in ’09

44

16

http://www.thenisekocompany.com

6

NEws | deals >>


| INDIA |

SKS MiCrOfinanCE PrivaTE ►LiMiTEd invESTMEnT US$75m

firm: Nishith Desai Associates Lead lawyer:AmritaSinghClient:ICPHoldings,SandstoneInvestmentPartners

SandstoneInvestmentPartners,ICP•HoldingsandKismetSKSIImadeanaggregateinvestmentofUS$75minSKSMicrofinance.FinancingledbySandstone,anIndia-focusedfund

| SINgApore |

HUa San CrUdE CarriEr ►finanCingvalue: Undisc.

firm: Stephenson Harwood & Lo Lead lawyer:MartinGreenClient:INGBankN.V.

Deal involved financing of • HuaSan, largest vessel by weight ever to be built in China

INGBankN.V.actedasagentfor•international lenders to holding companyXiheHoldings

deals in brief

| koreA |

LifETiME STUdiOS ►KOrEa–WiLLMaKE aSSETS aCqUiSiTiOnUS$3m

firm: Kim & ChangLead lawyer:JongKooParkClient:LifetimeStudiosKorea

firm: Wilson Sonsini Goodrich & RosatiLead lawyer:SelimDayClient:LifetimeStudiosKorea

firm: Ahn & ChangClient: Willmake Ltd

DealinvolvedLifetimeStudios•Korea acquisition of Willmake asset Roiworld.com,gamingbrandanddress-upsiteforKoreanteens,through asset transfer

develop solar technology, processes involving photovoltaic fabrication

KPFwillhold51%stakeinJV,•holding the remainder by investing US$10m

| ChINA |

CHina EvErbrigHT LTd– ►aLaM STaKE aCqUiSiTiOnUS$0.85m

firm: Bryan Cave Lead lawyers:ChrisLause,EvanChuckClient:ALAM

DealinvolvedChinaEverbright •Ltd’sacquisitionofa5% controlling interest in private equity companyALAM

AcquisitiongivesChinaEverbright•additionofALAMwhichpostedUS$100bnofassetslastyear;targetis now positioned to take advantage of opportunities arising from economic uncertainty, said firm

| koreA |

HEraEUS–SainT-gObain ►qUarTz aCqUiSiTiOnUS$1,500m

firm: Kim & ChangLead lawyer:Kyung-TaeKimClient:Heraeus

firm: Hwang Mok ParkClient:Saint-GobainAdvancedMaterialsKorea

firm: DLA PiperClient:Saint-GobainQuartzLimited

DealinvolvedHeraeuspurchase •ofportionsofSaint-GobainQuartz’sglobal business, including its Korean subsidiary

Acquisition includes three former •Saint-GobainQuartzlocations inKorea,JapanandUnitedKingdom, as well as sales activities in North America

| koreA |

rOniCS–KOrEa ParTS & ►faSTEnErS CO JvUS$22m

firm: Kim & Chang Lead lawyer:HyunHoEuClient:PlextronicsInc

firm: Sojong PartnersClient:KoreaParts&FastenersCo

DealinvolvedestablishmentofKNP•Energy,ajointventurebetweenPlextronicsandKoreaParts&Fasteners(KNP)

JVinvolvesproductionlineto•

| jApAN/Uk |

CHarTErHOUSE CaPiTaL ►ParTnErS LLP–LUCiTE inTErnaTiOnaL grOUP aCqUiSiTiOnUS$1,600m

firm: HammondsLead lawyers:JamesMcKay, MarkRobsonClient: Lucite International Group

firm: Macfarlanes Lead lawyers: John Dodsworth, MatthewBlowsClient:MitsubishiRayonCo

firm: Paul, Weiss, Rifkind, Wharton & Garrison Lead lawyers:TarunStewart, TobyMyersonClient:MitsubishiRayonCo

MitsubishiRayonCoandUK-based•private equity firm Charterhouse CapitalPartnersenteredagreementin acquisition of Lucite International Group shares in cash

Transactionsubjecttoregulatory•approvalinvariousjurisdictions,includingEurope,theUSandChina,andwillbefinancedbyTheBankofTokyoMitsubishiUFJLtd.Dateofclosebefore30June2009

| INDIA |

EMaMi–zandU ►PHarMaCEUTiCaL WOrKS SHarE aCqUiSiTiOnvalue: Undisc

firm: Kanga & Company Lead lawyers:AshishBhakta,MLBhaktaClient:Emami

firm: AZB & Partners Lead lawyers:ShuvaMandal,ZiaModyClient:ZanduPharmaceutical Works Limited

EmamiLimitedacquiredaround•27.5%sharesinTheZanduPharmaceuticalWorksLimited

Priortoacquisition,Zandupromoters•were engaged in litigation to ward off takeoverattempt.Litigationincludedproceedings before Company Law Board,SecuritiesAppellateTribunalandtheHighcourtofBombay

NEws | deals >>

7www.legalbusinessonline.com

| jApAN/INDIA |

nTT dOCOMO–TaTa ►TELESErviCES invESTMEnTUS$2,700m

firm: Khaitan & CoLead lawyer: UpendraJoshiClient: NTT DoCoMoInc

firm: Skadden Arps Lead lawyers: Keigo Yamaguchi, MichaelMies,NobuhisaIshizukaClient:NTTDoCoMoInc

firm: AZB & PartnersLead lawyers:AbhijitJoshi,ZiaModyClient: Tata Teleservices

NTTDOCOMOwillacquire26%•Tata Teleservices common shares

Inaddition,DOCOMOexpectsto•acquireupto20%ofsharesinTataTeleservicesMaharashtrathroughjointtenderofferwithTataSons

Deal marks entry of the Japanese •giantintoworld’sfastest-growingtelecom market, which reportedly has three times more subscribers than Japan

Skaddenhashadalongstanding•relationshipwithNTTDOCOMOand has advised on several strategic investments in recent years

Khaitan&Coadvisedoninvestment•structures and Indian law including, aspects of the foreign investment and corporate laws

Upendra Joshi, Khaitan & Co

YOUr MOnTH aT a gLanCE ►Firm Jurisdiction Deal name Value(US$m) Deal type

Ashurst Indonesia SalamanderEnergy,MurphyOverseasVenturesoil exploration bid

Undisc. Energy&resources

AZB&Partners India/Japan NTTDOCOMO-TataTeleservicesinvestment 2,700 M&A

AZB&Partners India Emami-ZanduPharmaceuticalWorksshareacquisition

M&A

Baker&McKenzie China/Turkemenistan CentralAsia-Chinapipelineproject 1,100 Energy&resources

BryanCave China ChinaEverbrightLtd-ALAMstakeacquisition 0.85 M&A

Clifford Chance China/Turkemenistan CentralAsia-Chinapipelineproject 1,100 Energy&resources

HongKong NaturalBeautyBio-Technologyprivatisation 307 Equitymarket

HongKong Grosvenor-VegaPropertyGroupJV 250 Investment funds

DLAPiper HongKong/Japan RainFallfilmfinancing Undisc. Finance

Korea Heraeus-Saint-GobainQuartzacquisition 1,500 M&A

DSLLawyers HongKong SpeymillMacauPropertyCompany-AIATowerpurchase

154 M&A

FZimmern&Co HongKong/Japan RainFallfilmfinancing Undisc. Finance

FreshfieldsBruckhausDeringer

Japan SiemensAG-FujitsuSiemensComputers 565 M&A

UAE Lamprell plc stock exchange listing Undisc. Finance

China/Turkemenistan CentralAsia-Chinapipelineproject 1,100 Energy&resources

Fried,Frank(inassocwithHuenWong&Co.)

China/HongKong ChowTaiFookGroup-PeaceMarkacquisition 65 M&A

Hammonds Japan/UK CharterhouseCapitalPartnersLLP-LuciteInternational Group acquisition

1,600 M&A

HwangMokPark Korea Heraeus-Saint-GobainQuartzacquisition 1,500 M&A

JSM China DahChongHongHoldings-SilverPreciousInternational acquisition

18 M&A

Kanga&Company India Emami-ZanduPharmaceuticalWorksshareacquisition

Undisc. M&A

Khaitan&Co India/Japan NTTDOCOMO-TataTeleservicesinvestment 2,700 M&A

India BlackstoneGroup-CMSComputersinvestment

Undisc. Equitymarket

KhattarWong&Partners

Singapore SafeStepGroup-King’sSafetywearoffer 66 M&A

Kim&Chang Korea Plextronics-KoreaParts&FastenersCoJV 22 Finance

Korea SnowPeak-C&CKoreaacquisition Undisc. M&A

Korea Heraeus-Saint-GobainQuartzacquisition 1,500 M&A

Korea LifetimeStudiosKorea-Willmakeassetsacquisition

Undisc. M&A

King&Wood China JiangxiCopperBondIssue 995 Finance

Lee&Lee Korea UnitedTechnologyHoldingslisting 10 Finance

Singapore W.C.HeraeusGmbH-Kulicke&SoffaIndustries unit acquisition

165 M&A

Linklaters Japan Kajima-NomuraJV 60 Banking

LinklatersAllen&Gledhill

Singapore SingaporeAirportTerminalServices-SingaporeFoodIndustriesstakeacquisition

285 M&A

Lovells Indonesia SalamanderEnergy,MurphyOverseasVenturesoil exploration bid

Undisc Energy&resources

Luthra&Luthra India GMRKamalangaproject 1000 Construction/finance

Macfarlanes Japan/UK CharterhouseCapitalPartnersLLP-LuciteInternational Group acquisition

1600 M&A

| jApAN |

KaJiMa–nOMUra Jv ►US$60m

firm: SJ Berwin Lead lawyer:MarkMallonClient:Kajima

firm: LinklatersLead lawyers: Christopher Coombe, JonathanEvansClient:NomuraHoldings

KajimaPropertiesenteredJVwith•NomuraRealEstateUK

KajimaandNomurahavealso•establishedaparalleljointventurefor the purpose of providing strategic management advice and recommendations to the trusteesoftheJPUT.Operationalproperty management will be providedbyKajima

8

NEws | deals >>


“While other countries in Asia have used similar forms of international film financing in the past, this is one of the first for Japanese movies. Our team helped Standard Chartered Bank Hong Kong successfully accomplish a sophisticated Western financing method and ensure it was adapted to local law and industry standards”

Michael leow, Vasco Da GaMa

| jApAN |

SiEMEnS ag–fUJiTSU SiEMEnS ►COMPUTErSUS$565m

firm: Freshfields Bruckhaus Deringer Lead lawyers:ChristopherBown,David Taylor, David AitmanClient:SiemensAG

SiemensAGsold50%shareinJV•withFujitsuSiemensComputerstoFujitsuLtd.Thepurchasepriceisapprox €450m

FreshfieldsadvisesSiemensona•regular basis in Germany as well as in relation to a wide range of internationalprojectstakingplaceinvariousjurisdictionsincludingSpain,Italy,India,RussiaandFrance

firm: WalkersClient:GSTHoldings

firm: Woo Kwan Lee & KwanClient:UnitedTechnologies

United•TechnologiesFarEastLimitedbidtoacquire GST’soutstandingsharesandoptions, other than the shares it already holds

TheofferpricewasHK$3.38per•ordinaryshareandHK$0.58peroutstanding option

TheGSTControllingShareholder,•GSTInternationalManagementLtd(GSTI),owning53.43%,hasagreedto accept bid

Bidissubjecttoregulatoryapprovals,•includingPRCantitrustfilings.Also,bidreliesonatleast90%ofdisinterestedsharesinGST,whichwouldallowUTFEtoprivatiseGST

Dealinvolvesrefinancingof1,000•MWgas-firedSantaRitapowerprojectinthePhilippines

Dealsignedon11November•2008andfundedon14November2008.Fundingcoveredcommercialtranche and an uncovered commercial tranche representing US$500mofnewfinancing,andHERMEScoveredtrancheofUS$44mfromtheoriginalprojectdebtin1997

Eightmandatedleadarrangers:•BTMU,Calyon,HVBUnicredit,ING,KfW,Maybank,SocGenandStandardChartered

| UAe |

LaMPrELL PLC STOCK ►ExCHangE LiSTing

firm: Freshfields Bruckhaus Deringer Lead lawyer:BruceEmbleyClient: Lamprell plc

Dubai-basedLamprelladmittedto•theLondonStockExchange’smainmarket for listed securities

Freshfieldspreviouslyadvised•Lamprell on its admission to London’sAIMmarketinOctober2006,thefirstLondonIPObyacompanybasedintheUnited ArabEmirates

| hoNg koNg /jApAN |

rain faLL fiLM finanCing ►value: Undisc.

firm: F Zimmern & Co Client: Distribution Workshop

firm: Vasco Da Gama Offices Lead lawyers:MichaelLeow, SureshKhilani,ElaineCotterClient:RainFallLimitedLiabilityPartnership

firm: DLA Piper Client:StandardCharteredBank

Dealinvolvesfinancingoffilm“Rain•Fall”,oneofthefirstJapanesefilmproductions to use Western style financing including completion bond

StandardCharteredBankHK •offered a discounting facility and a gap financing facility for the film’sproduction.

| ChINA/hoNg koNg |

CHOW Tai fOOK grOUP– ►PEaCE MarK aCqUiSiTiOnUS$65m

firm: Fried, Frank, Harris, Shriver & Jacobson (in association with Huen Wong & Co)Lead lawyers: JosephLee,RichardSteinwurtzel,William Yoo Client: Chow Tai FookGroup

ChowTaiFook•Group acquired PeaceMark’sluxury watch retail network

PeaceMarkisinprovisional•liquidation and has undergone debt restructuring

Reportedlyfirstandlargest•cross-bordercorporaterescueandrestructuringinChina/HongKongannounced and completed since the financial turmoil

Joseph lee, fried frank

Colin law, O’Melveny

| ChINA/hoNg koNg |

UniTEd TECHnOLOgiES–gST ►aCqUiSiTiOnUS$247m

firm: O'Melveny & Myers Lead lawyers: Colin Law, NathanBush,PeterChenClient:GSTHoldings

firm: Herbert SmithClient:UnitedTechnologiesLead lawyer: Ashley Alder

| koreA |

SnOW PEaK–C&C KOrEa ►aCqUiSiTiOn

firm: Kim & Chang Lead lawyer:Yong-KapKimClient:SnowPeak

Japanese sporting goods company •SnowPeakIncacquiredC&CKorea

Transaction structured as a •purchase of assets and assumption of liabilities

| phILIppINeS/SINgApore |

SanTa riTa POWEr PrOJECT ►rEfinanCingUS$544m

firm: Paul Hastings Janofsky & Walker Lead lawyer:PatriciaTanOpenshawClient:FirstGas

firm: Shearman & Sterling Lead lawyer: BillMcCormackClient: Lead arrangers

NEws | deals >>


| SINgApore |

SafE STEP grOUP–King’S ►SafETYWEar OffErUS$66m

firm: KhattarWong & Partners Lead lawyer:YangEuJinClient:King'sSafetywear

firm: WongPartnership Client:SafeStepGroup

Investment •holding company SafeStepGroupmade cash offer for King’s Safetywear

Offeror was •fundedbyNavisFundV,LP

| koreA |

UniTEd TECHnOLOgY ►HOLdingS LiSTingUS$10m

firm: Lee & Ko Lead lawyers:WonkyuHan, Wonsik Choo Client:DaewooSecuritiesandUnitedTechnologyHoldingsCompanyLimited

ListingofUnitedTechnology•HoldingsCompanyLimitedontheStockMarketDivisionofKoreaExchange(KRX)

Reportedlyfirstsuccessfullistingof•aHongKongcompanyontheKRX.Currentlyatotalofonlyfournon-Korean companies have been listed onKRX.(Theotherthreecompaniesare all companies established in the CaymanIslands.)

Lee&Kocoordinatedquestions,•documentation requests and responses between the clients and theKRX

YOUr MOnTH aT a gLanCE (COnT) ►Firm Jurisdiction Deal name Value(US$m) Deal type

Makes&Partners Indonesia SaranaMenaraNusantara-ProfesionalTelekomunikasi share acquisition

53 M&A

MilbankTweedHadley&McCloy

Indonesia SaranaMenaraNusantara-ProfesionalTelekomunikasi share acquisition

53 M&A

Mulla&Mulla&CraigieBlunt&Caroe

India GMRKamalangaproject 1,000 Construction/finance

Nishith Desai Associates India SKSMicrofinancePrivateLimitedinvestment 75 Finance

India/Singapore FrasersHospitality-Skyline,Groupagreement Undisc. Finance

Orrick,Herrington&Sutcliffe

China/Greece COSCOPiraeuspierdevelopment 6,600 Shipping

Paul,Hastings,Janofsky&WalkerLLP

Philippines/Singapore SantaRitapowerprojectrefinancing 544 Finance

Korea Dong-APharmaceuticalIPbreachdefence 100 Litigation

Paul,Weiss,Rifkind,Wharton&Garrison

Japan/UK CharterhouseCapitalPartnersLLP-LuciteInternational Group acquisition

1,600 M&A

Rajah&Tann Singapore W.C.HeraeusGmbH-Kulicke&SoffaIndustries unit acquisition

165 M&A

Singapore ETLALimited-ElectroTechInvestmentsproposed merger

20 M&A

Shearman&Sterling Philippines/Singapore SantaRitapowerprojectrefinancing 544 Finance

Simmons&Simmons UK/Qatar QatarInvestmentAuthority-ChelsfieldPartnersinvestment


SJBerwin Japan Kajima-NomuraJV 60 Banking

UK/Qatar QatarInvestmentAuthority-ChelsfieldPartnersinvestment


Skadden HongKong/Japan SumitomoMitsuiBankingCorporation-BankofEastAsiabusinessalliance

Undisc.

HongKong NaturalBeautyBio-Technologyprivatisation 307 Equitymarket

India/Japan NTTDOCOMO-TataTeleservicesinvestment 2,700 M&A

SojongPartners Korea Plextronics-KoreaParts&FastenersCoJV 22 Finance

SoewitoSuhardimanEddymurthyKardono


53 M&A

SPXCorporation Korea SPXKorea-SeinESPacquisition 1 M&A

StephensonHarwood&Lo

HongKong SpeymillMacauPropertyCompany-AIATowerpurchase

154 M&A

Singapore HuaSancrudecarrierfinancing Undisc. Finance

StamfordLawCorporation


53 M&A


285 M&A

VascoDaGamaOffices HongKong/Japan RainFallfilmfinancing Undisc. Finance

Widyawan&Partners Indonesia SalamanderEnergy,MurphyOverseasVenturesoil exploration bid

Undisc. Energy&resources

WilsonSonsiniGoodrich&Rosati

Korea LifetimeStudiosKorea-Willmakeassetsacquisition

Undisc. M&A

WongPartnership Singapore SafeStepGroup-King’sSafetywearoffer 66 M&A


285 M&A

Yulchon Korea KEXIMcontainervesselfinancing Undisc. Finance

ZhongLun China NPEA-QiaolianGroupinvestment 70 Equitymarket

ZulRafique&Partners Malaysia NewcastleUniversityMedicineMalaysiadevelopment

Undisc. Construction

yang Eu Jin, KhattarWong

| hk/jApAN |

SUMiTOMO MiTSUi banKing ►COrPOraTiOn–banK Of EaST aSia bUSinESS aLLianCEvalue: Undisc.

firm: SkaddenLead lawyers:MitsuhiroKamiya,Nicholas Norris Client:SumitomoMitsuiBankingCorporation

Deal involves business alliance •betweenSumitomoMitsuiBankingCorporationandBankofEastAsia

10

NEws | deals >>


| INDoNeSIA |

SaLaMandEr EnErgY, ►MUrPHY OvErSEaS vEnTUrES OiL ExPLOraTiOn bid

firm: Lovells Lead lawyer: BradRoachClient:MurphyOverseasVentures,SalamanderEnergy

firm: AshurstClient:PTKutaiTimurResources

firm: Widyawan & PartnersClient:SalamanderEnergy

UK-listedSalamanderEnergy•andUS-basedMurphyOverseasVenturesbidsuccessfullyforoilandgas exploration rights in Indonesia

SalamanderEnergywasgranted •a49%interestintheSouth EastSangattaPSCinEastKalimantan, Indonesia, including

| ChINA/greeCe |

COSCO PiraEUS PiEr ►dEvELOPMEnT US$6,600m

firm: Orrick, Herrington & Sutcliffe Lead lawyer: Christopher StephensClient:COSCOPacific

Global container •terminaloperatorCOSCOPacificsecured concession agreement with PiraeusPortAuthoritytodevelopandoperatePiers2&3atportofPiraeusinGreece

Signingofconcessionagreement•atofficialceremonyinGreekPrimeMinister'sofficeandwaswitnessedbyGreekPMandPresidentHuJintaoon25November2008 in Athens

The agreement sets out •frameworkforbothparties'co-development of business potential inmainlandChina,HongKong,Japan and other countries where both operate

King&Woodactedaslegal•counsel to the underwriter China International Capital Corporation Limited in this issuance

Aggregate amount issued bonds •isRMB6.8bnandtheexpectedtotal amount of the proceeds raised by the exercise of all related warrants will not exceed that amount

athree-yearworkcommitmentcomprising 3D seismic survey, drilling of exploration well

Dealfollowsmajorchanges•proposed to Indonesian mining laws to boost sector

Brad Roach, lovells

Chris stephens, Orrick

| INDIA |

gMr KaMaLanga PrOJECT ►US$1,000m

firm: Luthra & Luthra Lead lawyers:PranjalBora, SameenVyasClient:GMREnergy

firm: Mulla & Mulla & Craigie Blunt & Caroe Client:SEPCOElectricPowerConstruction Corporation

Dealinvolvesconstructionof1,050•MWcoal-basedpowerplantintheStateofOrissa

GMRKamalangaprojectis•expected to be first merchant power plant in India to achieve financial closure

Law firm Luthra was involved •in drafting and negotiation oftheEPCcontractsforthe project

| INDIA |

bLaCKSTOnE grOUP–CMS ►COMPUTErS invESTMEnTvalue: Undisc.

firm: Khaitan & Co Lead lawyers: HaigreveKhaitan,RabindraJhunjhunwalaClient:BlackstoneGroup

BlackstoneGroupacquired •55%majoritystakeinMumbai-basedCMSComputersandset up company through IT infrastructure management and outsourced business services divisionsofCMSComputers

| ChINA |

Jiangxi COPPEr bOnd iSSUE ►US$995m

firm: King & WoodClient: China International Capital

Jiangxi Copper Company publicly •issued convertible corporate bonds with detachable warrants at the ShanghaiStockExchange

“There have been a number of changes in the bidding procedures for direct award and regular tender blocks in Indonesia, including the terms of the model Production Sharing Contract”

BraD roach, loVells

| INDoNeSIA |

Sarana MEnara ►nUSanTara–PrOfESiOnaL TELEKOMUniKaSi SHarE aCqUiSiTiOnUS$53m

firm: Stamford Law Corporation Lead lawyers:DeepaDarji, LeanMin-tze, SusanKongClient:PTSaranaMenaraNusantara

firm: Soewito Suhardiman Eddymurthy Kardono Client:PTSaranaMenaraNusantara

firm: Milbank Tweed Hadley & McCloy Client:ProfesionalTelekomunikasiIndonesia

firm: Makes & Partners Client:ProfesionalTelekomunikasiIndonesia

P.T.SaranaMenaraNusantara•acquired100%issuedsharecapitalofP.T.ProfesionalTelekomunikasiIndonesiaforUS$53.3m

| SINgApore |

W.C. HEraEUS gMbH– ►KULiCKE & SOffa indUSTriES UniT aCqUiSiTiOnUS$165m

firm: Rajah & TannLead lawyers:KalaAnandarajah,ReginaYLiewClient:Kulicke&SoffaIndustries

NEws | deals >>


| hoNg koNg |

SPEYMiLL MaCaU PrOPErTY ►COMPanY–aia TOWEr PUrCHaSEUS$154m

firm: DSL LawyersLead lawyers: CarlosDSimões,DavidSilvaLopesClient:SpeymillMacauPropertyCompany

firm: Stephenson Harwood & Lo Lead lawyer:PamelaChuClient:SpeymillMacauPropertyCompany

SpeymillMacauPropertyCompany•plcpurchasedAIATowerinMacau,signedandcompletedinSeptember

The deal involved the acquisition •oftheoffshoreandMacanesecompanies that own AIA Tower, plus the refinancing of an existing mortgage by arranging a new loan with a local bank

According to the law firm, the •professional relationship between SHLandclientsSpeymillMacaugoesbackmorethan20years,withdealsranging from company incorporations andlistingsinEuropetolarge-scaleproperty transactions in Asia

| Uk/QAtAr |

qaTar invESTMEnT ►aUTHOriTY–CHELSfiELd ParTnErS invESTMEnTvalue: Undisc

firm: SJ Berwin Lead lawyer:PeterAndersonClient:ChelsfieldPartners

firm: Simmons & Simmons Lead lawyers:AniaRontaler, Colin Leaver Client: Qatar Investment Authority

Qatar Investment Authority acquired •20%investmentinpropertygroupChelsfieldPartnersforanundisclosed sum

QIA gained two seats on the •management board of Chelsfield

| ChINA/tUrkMeNIStAN |

CEnTraL aSia–CHina ►PiPELinE PrOJECTUS$1,100m

firm: Baker & McKenzie Lead lawyer: BarryChengClient:Borrower

firm: Clifford Chance Lead lawyer: GeraintHughesClient: China DevelopmentBank

firm: Freshfields Bruckhaus Deringer Lead lawyer:RobertLonerganClient:Uzbeksponsor

Developmentof1,818kmpipeline •todeliver30billioncubicmetres of natural gas from Central Asia to China

ChinaNationalPetroleum•Corporation also signed agreements withUzbekistanandKazakhstangiving50%stakesindeal

| hoNg koNg |

naTUraL bEaUTY biO- ►TECHnOLOgY PrivaTiSaTiOnUS$307m

firm: SkaddenLead lawyers: David Yun, Jamii Quoc, Nicholas Norris Client: Citigroup

firm: Clifford Chance Client:CVCAsiaPacific

FirsttakeoverinHongKongbya•private equity firm since the recent global financial crisis

CVCAsiaPacificprivatisedNatural•BeautyBio-TechnologyLimitedthroughschemeofarrangement.Consideration offered is an alternative between cash and cash plus ordinary and preference shares

| INDIA/SINgApore |

fraSErS HOSPiTaLiTY– ►SKYLinE grOUP agrEEMEnTvalue: Undisc.

firm: Nishith Desai Associates Client:FrasersHospitality

Instrategicgrowthplan,Frasers•HospitalitysignedcontractswithSkylineGroupandMinervaGrouptoopenFrasersServicedApartmentsinBangalore

Contracts were signed in •BangaloreinpresenceofSingaporeFinanceMinister

Barry Cheng, Baker & McKenzie

Pamela Chu, stephenson

Harwood & lo

firm: Lee & Lee Client:W.C.HeraeusGmbH

Kulicke&SoffaIndustriessoldits•wire business unit to German metals andtechnologygroupW.C.Heraeus

Deal also needed clearance from •the Competition Commission of Singapore

| SINgApore |

SingaPOrE airPOrT ►TErMinaL SErviCES–SingaPOrE fOOd indUSTriES STaKE aCqUiSiTiOn US$285m

firm: Stamford Law Corporation Lead lawyers:LeanMinTze, SusanKong,MarilynGohClient:SingaporeFoodIndustriesLimited

firm: Linklaters Allen & Gledhill Client:SingaporeAirportTerminalServices

firm: WongPartnershipClient:TemasekHoldings

SingaporeAirportTerminalServices•isacquiringTemasekHoldings’69.68%stakeinlistedSingaporeFoodIndustries

Uponcompletionoftheacquisition,•SATSisrequiredundertheSingaporeCodeonTakeoversandMergerstomakeamandatorycashofferforalltheremainingSFIshares that are not already owned, controlled or agreed to be acquired bySATS

inaspecialpurposevehicleofCVCAsiaPacific(theholdingcompanyofNBBLaftercompletionoftheprivatisation)

“China is on friendly terms with the countries in [Central Asia] and these countries welcome significant investments from China. As these deals are strategically important to China, we will continue to see not only substantial equity investments from Chinese investors in the energy sector of these countries, but also substantial financing from PRC banks for these projects”

Barry chenG, Bakers

COrrECTiOnS ►Onpage8ALBissue8.11,inthedealentitled‘Actis–Teknicastacquisition’, ALBmentioned‘LeeTaylorofWhite&Case’.Thisshould have read Lee Taylor of CliffordChance.

Onpage36ALBissue8.11,intheALBHongKongLawAwardsarticle,ALBlisted‘TaiwanDealFirmoftheYear–Lee&Li’.ThisshouldhavereadTaiwanDealFirmoftheYear–Tsar&Tsai.

Onpage28ALBissue8.10,inthe Appointments section, ALB mentioned‘DanielLeeleavingIBMKorea’.ThisshouldhavereadDanielLeeleavingKim&Chang.

| ChINA |

nPEa–qiaOLian grOUP ►invESTMEnTUS$70m

firm: Zhong Lun Lead lawyers:AnthonyZhao, LukeZhangClient:NPEA

Wuxi Qiaolian Group, manufacturer •of wind power equipment and metallurgical machinery, closed investmentfromfiveinvestors,co-ledbyAvenueandNPEA

TheZhongLunteamprovidedcross-•border legal services

12

NEws | analysis >>


enforcement problems and capital withdrawals: just another day for lawyers in China

ANALYSIS

It might be a well known fact that China’s IPO market has ground to a halt over the last few months, but according to Audrey Lee at Paul

Hastings in Hong Kong at least, what is novel is that the foreign investors who invested in Chinese property companies hoping to get on the IPO gravy train are now falling all over themselves to get their investments out as the country’s property market teeters on the brink of collapse.

Lee says that these pre-IPO financiers – private equity, hedge and sovereign wealth funds, rich individuals and companies who bought convertible bonds from developers who were planning offerings in Hong Kong – have been left with illiquid holdings in struggling firms and face developers who are unable to pay them back.

Abandoned listings such as Evergrande Real Estate Group, Glorious Property, Star River Group and Hengda Real Estate, which together hoped to raise US$6bn, are cases in point.

understandably wary, but it is widely considered that consumer confidence (along with investor appetite) in the country’s real estate sector will hit new lows in the first quarter of next year.

stimulus package good news for legal sectorChina’s US$570bn stimulus package is expected to increase legal work as the government injects investment into the property market, according to local lawyers.

“It is good news,” said Tom Chau, a partner based in Herbert Smith’s Beijing office. “We expect to see an increase in deals as the government begins investing in the infrastructure sector. One would also expect that such investment will generate new opportunities in other related sectors such as logistics, construction and consulting. With these new opportunities, we expect that there will be an increase in the need for legal work.”

Following the announcement of the package, stock markets in Asia soared on the expectation that Chinese demand for commodities will boost relations in the region. Chau said that more cross-border transactions are likely to occur, as large-scale investments often require international experts and service providers.

“Legal documentation is needed to regulate the relationship of participants. It is expected that the need for legal advice will not be confined to only one or two jurisdictions, but will spread across different jurisdictions, including those in Asia,” he said.

The global financial crisis is also boosting outbound M&A deals, as Chinese companies take advantage of low valuations and buy up distressed foreign companies. China Life and China Mobile have been aggressive in

CHina: WiTHdraWn iPOS (1q–3q 2008) ►Name Sector Value (US$m) Type

Changsheng China Property

Property 145 Withdrawn

ChinaPacificInsurance Financial 1,000 Withdrawn

E-LandFashionChina Retail 300 Withdrawn

EvergrandeRealEstateGroup

Property 2,100 Withdrawn

GCLSiliconTechnology Solarpower 750 Postponed

LongforRealEstate Property 1,000 Postponed

SFKConstructionHoldings

Construction 150 Withdrawn

WahKwongMaritimeTransport

Shipping 100–150 Withdrawn

WingFatPrinting Manufacturing 100 Withdrawn

XiashunAluminiumFoil Manufacturing 200–300 Withdrawn

Source:FinanceAsia

According to Reuters, players such as US hedge fund giants Stark Capital, Och-Ziff Capital Management Group and Citadel Investment Group are all said to have taken part in pre- IPO financing.

But investors are not taking developers to court, Lee said. Rather, they are restructuring deals and demanding tighter controls, oversight, transparency and full-recourse guarantees from developers.

“China is still by and large an untested market for enforcement,” Lee told Reuters. “Most investors are taking a long-term view of the China real estate market, preferring restructuring and finding ways to allow the companies to continue to operate.”

According to Lee, some investors were not below asking property companies to bring in more investment, either from sovereign wealth funds or cash-rich companies. Whether this is tenable over the long term remains to be seen. Not only are funds

NEws | analysis >>


their hunt for global acquisitions. China Life’s chief investment officer has said that M&A opportunities are becoming “more and more obvious”, undoubtedly due to the plummeting share prices of overseas insurance companies.

Chau advises investors to be cautious and adopt more stringent and detailed legal documentation to minimise legal risks. But he also agrees that we’re likely to see an end to China’s export-driven economic dependence.

“The Chinese economy has been changing from an export-driven economy to a more diverse economy, and we expect such a trend to continue in the foreseeable future,” said Chau. “The global financial crisis may accelerate such changes.” ALB

news in brief >>

obama against legal process outsourcing?

ANALYSIS

What does Barack Obama’s presidential victory mean for the future of legal process outsourcing (LPO)?

This has been the foremost issue for many in the outsourcing business. Law firms and in-house counsel could be affected by the potential implications of an Obama policy that will seek to curb tax breaks on companies that outsource, but mostly it could affect relations with India, which is one of the world’s biggest sources of LPO services.

“I will stop giving tax breaks to companies that ship jobs overseas, and I will start giving them to companies that create good jobs right here in America,” said Obama in a speech in August.

As yet, what the future president will do remains uncertain, and the outsourcing industry remains positive.

“We don’t know whether President-Elect Obama is against outsourcing or not,” said Ben Trowbridge, CEO of outsourcing firm Alsbridge, which handles LPO services. “What he is against, and the position he took during his campaign, is American companies ‘shipping jobs overseas’.”

This could potentially implicate American law firms and in-house counsel outsourcing work to law

graduates in India. But Obama’s stance is not set in stone, says Trowbridge.

“Comments like this made during election campaigns are often forgotten quickly after the election,” said Trowbridge. “Going forward, a Democrat-controlled White House and Congress could conceivably play a role in slowing the trend down, but not stopping it, as it is fundamentally against our free enterprise system to prevent companies from sourcing from the most effective location.”

KHATTARWONG’S NEW TIE UP “SyNERGISTIC”KhattarWong has continued its regional expansion by means of anassociationwithHongKongfirmAlanLam,Yam&Pe,atieupthat the firm is looking to register withtheHongKongLawSociety.

The collaboration will see the firmsworkingoncross-bordertransactions, referring legal work and managing work generated by KhattarWong’s corporate advisorycompanyinHongKong.

“We believe the move will create for KhattarWong an even keener competitive edge for the months aheadaswemakefurtherinroadsintotheHongKongandPRCmarkets,”saidmanagingpartner TanChongHuat.

The firm has undergone an aggressive expansionary strategy in the last year, which hasseenamergerwithSingaporelawfirmHeeThengFong&CotoexpanditsChinapresence,theopeningofaVietnamoffice,acooperationagreementwithMalaysianlawfirmKKChong&Company and Thai legal group Chavalit Law Group, and membership of international law association Interlex,announcedinOctober.

A qUARTER OF LAW FIRMS ADMIT TO LOSING CONFIDENTIAL DATA About24%ofUKlawfirmshaveadmittedtomisplacing at least one mobile device containing confidentialdocuments,arecentsurveyfound.

ITcompanyCREDANTTechnologiesinterviewed100smalltomediumsizedUKlawfirmsandrevealedthatlawyerswereaboutas“clueless” as other professionals when it came to respecting clientconfidentiality.

Over90%oflawyerssurveyedbelievedtheirdata was protected because they secured it with a password, one third protected information with encryption,and4%didnotuseanysecurityatall.

Inadditiontothis,37%ofrespondentsbelievedthat if they lost their mobile a hacker or identity thiefcouldaccessthedata.Only13%hadlost a mobile and were confident it could not be breached or used against them because they had encryptedthedata.

“As long as there are countries capable of providing labour to produce that output at a lower cost than high-wage American workers, the use of offshore outsourcing will continue unabated”

Ben TrowBridge, AlsBridge

Tan Chong Huat, KhattarWong

14

NEws | analysis >>


The policy could also prove unpopular during the current financial crisis, which has been compelling firms (as reported in ALB last month) and in-house counsel from major companies to outsource work as a cost-cutting exercise.

“The current economic climate is forcing companies to find more ways to manage spending, and outsourcing is a time-tested and appropriate decision,” said Trowbridge.

“It is a catalyst for review of spending, organisation and use of capital. For every company that chooses to keep business functions in-house because of social backlash or political threats, there is another one who finds that the financial and organisational benefits are compelling enough to move non-core functions out of their company and offshore. The disparity between wage costs in the US and in leading offshore countries for similar jobs, output and quality is far too great to simply dismiss, especially when American CEOs have a fiduciary responsibility to shareholders.”

Some of the major law firms to have invested in outsourcing in India include Clifford Chance and Eversheds. According to research firm ValueNotes, LPO is growing at a rate of over 40% every year. Law firms are not the only ones seeking outsourcing services. LPO companies are reporting that most of their client base consists of in-house legal departments in major corporations.

In-house departments can breathe a sigh of relief as, according to Ganesh Natarajan, president of outsourcing trade body Nasscom, there are no specific tax breaks afforded to American companies offshoring work, which means Obama could only provide incentives to firms that invest in jobs locally. Despite Obama’s ‘anti-outsourcing stance’, Trowbridge says that the future of LPO will be unimpeded, due simply to the workings of the free market.

“As long as there are countries capable of providing labour to produce that output at a lower cost than high-wage American workers, the use of offshore outsourcing will continue unabated,” said Trowbridge. “Clients will always be evaluating and sourcing in the latest most effective locations worldwide.” ALB

Dubai’s dubious debts: Is the emirate the next to hurt?

ANALYSIS

Long thought to be the bastion of liquidity despite global financial turmoil, the Gulf region may not be as sure a bet as once thought.

Questions are being raised about the ability of its shining star – Dubai – to fend off the credit crunch in light of its heavy debt obligations.

As is always the case, law firms, it seems, are already catching on to the need to be more proactive in terms of the funding sources for deals. Firms are also looking outside the innate strengths of the Gulf market – beyond projects, energy and resources – to relatively new markets in the Middle East, such as TMT, IP and dispute resolution. This is a move that may in the mid to long term turn out to be critical in more ways than one.

Speaking at the Dubai International Financial Centre Week conference, H E Mohamed Alabbar, a member

of the Dubai Executive Council, noted that the emirate’s outstanding sovereign debt totalled US$10bn and its key sovereign assets totalled US$90bn – although the latter does not include some infrastructure assets that are still being valued.

Although this is, by all accounts, a comparatively impressive balance sheet, rumours still abound that the government may be forced to sell some assets to meet its debt obligations when the global financial crisis hits full speed in the first and second quarters of next year – a claim denied by Alabbar. “The government has not … and will not sell a thing,” he told the conference.

But just how will this affect things in the emirate and the Gulf and foreign investment into the region? Pledged FDI is likely to remain high, at least in the short to mid term, but

NEws | analysis >>


ANALYSIS

it may be that new and planned FDI commitments into the region will dry up, mirroring a trend that is pulsing through Asia at the moment.

“Because of the credit crunch, deals will slow and projects will be financed less by debt and more by funds and private equity. But hopefully there’s light at the end of the tunnel that isn’t a train,” said Neale Downes, partner at Trowers & Hamlim.

Shibeer Ahmed, a partner at Lovells, says this has already occurred. “The amount of transactional work is going down and the amount of competition is up.”

Lovells has plans to create dispute resolution and real estate practices in the near future.

From all accounts, diversification is a winning strategy on more than one level. Not only will it allow law firms to weather whatever financial clouds are gathering on the horizon for the Gulf region, but diversification could prove the key to survival in a legal market that is increasingly saturated by international firms. By ALB’s count, at least 20 foreign firms have set up shop in the Middle East on the back of a seemingly endless flow of projects, infrastructure, and oil work. ALB

New Indonesian mining law creates investor uncertainty

A new mining law aimed at increasing energy deals into resource-rich Indonesia has divided foreign investors and

may create uncertainty for future inbound deals.

Until recently, Indonesia had not seen a major mining contract since 2000, a spell only broken by the iron sand project in Yogyakarta province by Australian company Indo Mines Ltd. The new mining bill aims to break this trend and increase inbound deals, strengthening the government’s control over contracts. But there has been much debate as to whether the reforms will either lure or repel foreign investors. The bill will dispose of the old Contract of Work (CoW) – a government-granted contract which gave the deal parties control over the agreements – and replace it with a licence system that instead gives the government control.

“As far as foreign investors are concerned, [replacing CoWs] has them divided into two camps,” said Luke Devine, foreign legal consultant at Hadiputranto, Hadinoto & Partners. He cites major mining houses and junior explorers as the two divided groups.

news in brief >>US CLIENTS DROP SPENDING ON ExTERNAL LEGAL ADVICE Clients are expected to cut private law firm spending in theUSandmoreofthemwillsteerclearofoutsourcinglegaladvicein2009,anewsurveyhasrevealed.

AccordingtotheBTIPremiumPractices2009corporate legal spending survey, growth in demandforexternallegaladviceintheUSwilldroptojust1.9%,representingthelegalmarket’sthirdconsecutiveyearofsingle-digitgrowth.Bycomparison,thedemandforlegaladvicein2006grewataratealmost10timeshigher,at19.5%.

Thestudyinterviewed1,900clientsandcorporatecounselatFortune1000organisationsoveraperiodofeightyears.Topicsincludedspending,budgetandpracticeareaassessmentsfor2008and2009.

Mostcorporatecounselsaidtheyreliedonabout40lawfirmsforlegaladvice,20%fewerthanthe52firmsusedlastyear.Theyhavealsousedin-houselegal departments more to reduce outsourced work andcompensateforrisinglawfirmfees.

ASHURST BOOSTS CHINA PRESENCE WITH JVAshurst has developed links with two firms in advance ofitsFebruary2009HongKongofficelaunch.

The firm has forged an association with local lawfirmJacksonWoo&Associates(JWA)whichwill allow it to practise local law alongside its internationalpractice.JWA’saffiliationwithChina’sGuantaoLawFirmalsoprovidesAshurstwithanon-exclusivealliancewithGuantao.

“Wearedelightedtohavefoundlike-mindedpartnersin[JWA’s]JacksonWooandSabrinaFung,both of whom have been voted into the Ashurst partnership,”saidAshurstHongKongofficemanagingpartnerRobertOgilvyWatson.“FormalassociationsarenotpermittedwithPRClawfirmsso[the alliance with Guantao] is in effect as much as thecurrentlawpermits.”

The association with JWA was approved with the firm’s registration as a foreign law firm by the Law SocietyofHongKonglastweek.Amergerwillseethefirmsofficiallybecomeasingleentityin2011,pendingapprovals.Thefirmsarecurrentlyoperatingin JWA’s offices, but is said to be looking to move tonewpremisesearlynextyear.Itisalsolookingtoboostitsnumbersbyaroundadozenlawyers.

“The major mining houses have demanded that the old CoW system must be retained, as ... it gives the investors the certainty they need in order to spend the billions required to develop these large-scale mining projects,” said Devine. The new system hands control of agreements to the government, he says, not the deal parties, when it comes to making amendments. “The mining houses have stated that they would be reluctant to invest in mining projects without legal and regulatory certainty that the CoW system provided them. The investment from these foreign majors may decline in respect of new projects,” said Devine.

On the other hand, junior and mid-tier explorers should welcome the new licence system, as it gives ownership rights not allowed under the old law.

“Allowing direct foreign share ownership in these projects ... will make it easier for foreigners, and foreign capital markets, to invest in mining projects with the required ownership certainty,” said Devine. “The new mining law will be welcomed for the added certainty in this respect.”

Another potential problem for investors is the ongoing debate as to whether the holders of existing CoWs

16

NEws | analysis >>


will have to give them up under the new law, which could impact the number of future investments.

“The termination of existing contracts ... may have significant adverse consequences for investor confidence in Indonesia’s regulatory system,” said Devine. “There are concerns that this will have broader ramifications for foreign investment in Indonesia, not only in the mining sector, as it gives a clear signal to investors as to the attitude of the Indonesian Parliament to honouring the terms of existing contracts. These contracts were approved by the Indonesian Parliament at the time of their initial signing. If the effect of the new mining law is to cut their term short, it will again put the spotlight on Indonesia’s regulatory uncertainty.”

However, the changes would mean more work for lawyers, as they would have to traverse central, provincial and regional government regulations.

“Although the legal work involved in the often-complex contractual structuring around the current form of domestic concessions will cease, additional legal work [for foreign investment mining projects] will come from having to work through the myriad of ... regulations that will apply to these mining projects, rather than simply reviewing the terms of the signed CoW,” said Devine. ALB

taiwan Strait: Detente may create bridge for firms

ANALYSIS

The eternal dance between China and Taiwan has recently begun heating up, as the two continue improving economic ties – with China having recently opened up its legal market and banking sectors

In what was perhaps the biggest news for both legal markets, China opened its legal market to Taiwanese residents in early 2008. The move

saw over 600 Taiwanese hopefuls take China’s annual bar exam in September.

As reported on page 23, more than 30 lawyers successfully obtained legal certificates that allow them to practice on the mainland. “The ability of Taiwan people to take the PRC bar exam and be admitted is a welcome development,” says Jerome Cohen, an expert on Asian law and of counsel at Paul Weiss.

“This possibility for entering the mainland bar is encouraging. It should open up limited opportunities for this elite group.”

Although the news went largely unreported in Western media, bloggers were quick to pick it up.

“Removing unnecessary impediments to practising law in China is laudable because it allows lawyers from both sides to learn from each other,” wrote an

unidentified China law blogger, listing the many advantages of the measure.

“Tearing down barriers is a very good thing for lawyers on both sides of the Strait, and is a smart political move too,” the blogger continued.

However, long-term consequences are raising concerns. Ongoing tension between China and Taiwan may mean that competition between their legal markets will heat up.

The main question is whether Taiwan will lose more legal talent to China, lured by higher earning potential. According to LCS & Partners’ Victor Chang, Taiwan’s legal talent is increasingly being lured overseas and towards the mainland. “The fact is that Taiwanese companies simply don’t pay large legal fees, and mainland law firms are charging multiples of what Taiwanese firms can do,” he said in the August issue of ALB (see ALB 8.8 ‘Special Report Taiwan 08’).

But Baker & McKenzie’s Taipei managing partner H Henry Chang

CHina ►Annual data 2007 Historical averages (%) 2003–07

Population(millions) 1,321 Populationgrowth 0.6

GDP(US$bn;marketexchangerate) 3,241 RealGDPgrowth 10.8

GDP(US$bn;purchasingpowerparity) 7,245 Realdomesticdemandgrowth 9.5

GDPperhead (US$;marketexchangerate)

2,453 Inflation 2.6

GDPperhead (US$;purchasingpowerparity)

5,483 Current-accountbalance(%ofGDP) 5.6

FDIinflows(%ofGDP) 3.0

Source:TheEconomist

NEws | analysis >>


news in brief >>TOP IP LAWyER GIVEN PRESIDENT’S AWARD TheInternationalTrademarkAssociation(ITA)awardedseniorIPlawyerEllaChongitsPresident’sAward.

The award recognises a career of service to the globaltrademarkcommunity.Chongservesontheboard of ITA and has been actively involved in the organisation of the committee, volunteering and mentoring young professionals to raise standards for thetrademarkbar.

FACEBOOK TO ADD US LAW FIRMS TO PATENT DISPUTE FacebookisonthelookoutforprivateUSlawfirmswho are willing to help the social networking website resolveanewsnaginanongoingdispute.

The popular social networking website is facing a patentinfringementdisputewithUS-basedLeaderTechnologies.LeaderaccusesFacebookofinfringingits patented “method and system for the management andstorageofelectronicinformation.”

WebsitefounderMarkZuckerbergwaspreviouslyaccusedofstealingkeyelementsfromConnectU,aHarvarddatingsite,misappropriatingtradesecrets,unfaircompetition,andfraud.OrrickpreviouslyactedforFacebookandrespondedbysuingConnectU,accusingitofhackingintoFacebook’scomputersandstealingemails.

PaulAndreofKing&SpaldingandPhilipRovnerofPotterAnderson&CorroonareactingforLeader.TheyareseekingunspecifieddamagesandinjunctiverelieffromFacebook.

buying into the Taiwanese banking sector. China, though, has clearly opened its banking M&A doors. It recently approved Fubon Financial Holding Corporation’s acquisition of a 20% stake in Xiamen City Commercial Bank – the first acquisition by a Taiwanese financial institution in a mainland bank.

The deal has prompted Taiwanese local banks, including Mega Financial Holding, to investigate acquisitions in the Chinese market, but they are still waiting for the government to approve China-bound investment.

Ongoing political tension remains, despite the optimism. As neither country recognises the other’s currency, exchange problems arise. According to Cohen, the new changes will also be burdened by politics. “There is also a requirement apparently that [Taiwanese lawyers] pledge to support the PRC constitution and laws,” said Cohen. “How that will be handled will be interesting to watch.” ALB

remains doubtful of the effects on the two legal markets. “Although sharing of legal talent will undoubtedly increase as the Taiwan-China trade and investment relationship grows, it will not become interchangeable as a result of the current trade liberalisation polices,” he says.

“For the time being and for the short term, we will see more inter-firm cooperation in cross-Strait business deals. For the longer term, we are unlikely to see anything as radical as lawyers freely practising law in both jurisdictions or being admitted to the bars of both, although China-Taiwan trade laws will become more similar and the two jurisdictions will increasingly recognise each other’s judicial decisions on business and trade-related issues.”

Another contentious subject is whether Taiwan will reciprocate and open its bar to Chinese lawyers. An official in Taiwan ruled out the measure, citing differences in the legal systems and an overcrowded Taiwanese legal sector. Nevertheless, Cohen encourages the move. “I hope that there will be reciprocity before long in Taiwan, although Taiwan has less relative need for lawyers than the Mainland does,” he said.

The signing of the latest trade agreement has optimistic observers again commenting on warmer cross-strait ties. The hot topic has been M&A activity in the banking sector. Taiwan’s Financial Supervisory Commission is said to be reconsidering the ban on Chinese banks setting up shop or

DLA PIPER SALARIED PARTNERS ASKED TO CONTRIBUTE CAPITAL USandAsiansalariedpartnersofDLAPiperwillcontribute capital to the firm under a proposal to be voteduponbypartnersnextmonth.

The firm said it is aiming to reduce its credit exposureby30%,withjointchiefexecutiveofficerFrankBurchcommentingthiswasamovethatanticipatedmorechangeinthecreditlandscape.“We thought it would be prudent to finance more of our operations with our own money as opposed to throughourlinesofcreditwithourbanks,”hesaid.

The proposal, which will give salaried partners a limited stake in firm profits, also intends to encouragean“ownership”cultureratherthanan“employee”cultureforsalariedpartners.Atpresent,Asia partners are not required to make capital contributions,butthatmaybeabouttochange.This would bring Asia in line with the rest of DLA PiperInternational,withcontributionstobesteppedupoverathree-yearperiod.Thefirmexpectstoimplementtheplannextyear.


“The fact is that Taiwanese companies simply don’t pay large legal fees, and mainland law firms are charging multiples of what Taiwanese firms can do,”VicTor chAng, lcs & PArTners

TaiWan ►Annual data 2007 Historical averages (%) 2003–07

Population(millions) 22 Populationgrowth 0.2

GDP(US$bn;marketexchangerate) 383 RealGDPgrowth 4.9

GDP(US$bn;purchasingpowerparity) 784 Realdomesticdemandgrowth 2.9

GDPperhead (US$;marketexchangerate)

16,913 Inflation 1.2

GDPperhead (US$;purchasingpowerparity)

34,610 Current-accountbalance (%ofGDP)

6.7

FDIinflows(%ofGDP) 0.4

Source:TheEconomist

18

NEws | analysis >>


news in brief >>INTERNATIONAL US LAW FIRMS OUTPERFORM DOMESTIC FIRMS It may seem like comparing apples and oranges, but some commentators have reached the conclusion that, intheUSdomesticmarket,internationalfirmsareoutperformingtheirlocalcounterparts.

PeterKalisofK&LGatessaidthatfrom1998to2007AmLawGlobal50lawfirmsoutperformedAmLaw100firms,withrespecttoheadcountgrowth(73%to67%)andrevenuegrowth(217%to176%).

HildebrandtInstitutechairpersonJamesJonesbelieves international firms should expand their overseas offices, since foreign offices are often more profitable andcangenerateupto60%ofafirm’sglobalrevenue.

BLASTED: LAWyER ACCUSED OF USING MUMBAI TRAGEDy TO PROMOTE FIRM ApartnerofaEuropeanfirmwhowascaughtintheMumbaicross-fireisstillduckingforcoverevenafterreturningtotheUK.Thepartner,whowasinterviewedbyTheLawyerandUKmainstreammedia, attracted the ire of readers by reportedly “namedropping”hisfirmanditsIndiapracticeandallegedly boasting that the siege had not prevented him from participating in a teleconference board meetingfromhishotelroom.

The reports drew howls of protest from readers on The Lawyer’s reader forum, who accused the partnerof“shamelessself-promotion”andbeingan“embarrassment”tothelegalprofession.Theremusthave been wry smiles when one reader, who claimed to be a former employee working under the partner, wrote in to express amusement at the thought of the partner“coweringbehindcloseddoors”.

Tooharsh?Sothoughtsome,whocommentedthatthe partner had demonstrated courage by providing commentunderduress.

InBev decision sheds light on future of China M&A

ANALYSIS

China’s first published competition decision following the introduction of the anti-monopoly law (AML) in

August is no threat to future M&A deals in China, according to various competition lawyers.

The decision, in which the country’s Ministry of Commerce (MOFCOM) approved Belgium-based beer manufacturer InBev’s US$52bn acquisition of Anheuser-Busch, has lawyers on the edge of their seats as to how the government will approach competition law and the future of inbound deals.

“The InBev decision provides a valuable insight into how MOFCOM is likely to approach future transactions,” said Mallesons Stephen Jaques partner Martyn Huckerby, a Shanghai-based competition and antitrust lawyer. “This ruling is largely encouraging. It provides greater transparency in relation to MOFCOM’s merger control practices and, in turn, greater certainty in relation to the regulatory issues affecting investment in China.”

According to Huckerby, the InBev decision is significant because it further emphasises the importance of parties consulting and negotiating conditions with MOFCOM, before and after the transaction, to obtain clearance.

Chong Kin Lim, co-head of the Drew & Napier competition law practice, agrees. “I think the key thing for firms contemplating merger activities

in China is to consider how to engage the Chinese competition authorities early in the merger process so that concerns can be identified in advance to minimise any unexpected outcome,” he said.

However, other law firms, including Freshfields and Linkaters, have published critical analyses of the decision. Freshfields detailed that, although MOFCOM insisted that the InBev ruling will not restrict future competition in the beer market, certain conditions would be imposed to prevent any adverse effects on China’s beer market.

These included MOFCOM preventing both parties from increasing stakes in certain assets, preventing InBev from acquiring stakes in two of China’s main breweries, and requiring InBev to inform MOFCOM of any changes to its shareholders.

“As a first glimpse of MOFCOM’s remedies policy under the AML, these undertakings demonstrate an approach not typically associated with ‘pure’ competition law review,” read a Freshfields publication on the decision. The decision “demonstrated that the Chinese merger control authority is willing to adopt an approach to remedies that at first sight differs from the international norm.”

But, according to Huckerby, while the AML is based on international competition regimes, the law will always be applied in a Chinese context. “The InBev clearance came at a similar time to the [conditional] US

“The key thing for firms contemplating merger activities in China is to consider how to engage the Chinese competition authorities early in the process so that concerns can be identified in advance”

chong Kin lim, drew & nAPier

NEws | analysis >>


news in brief >>FOxMANDAL LITTLE BECOMES A LITTLE BIGGER IndianfirmFoxMandalLittle(FML)hasannouncedthatitwillopentwonewofficesinIndia.

FMLissettoopeninLucknowandinthenortherncity of Allahabad, the latter being in association with Bhatia&Co.

AspartoftheFML’sAllahabadventure,thefirmwilltakeonboardBhatia&Co’ssolepartner,GauravBhatia,andallsevenofthefirm’sassociates.

GauravBhatiasaid:“Iampositivethatmyexistingclient base will benefit tremendously from the wide areasofpracticegivenFML’sestablished[network]ofofficesandpracticeareas.”

Despite these sentiments, inbound M&A is looking healthy. A recent investigation commissioned by MOFCOM to counter fears of a foreign corporate invasion of local companies found that, as yet, no overseas M&A case has threatened the security of Chinese industry. And according to Lim, China’s importance in the global economy will likely counter any potential decline caused by fears in the InBev decision. “While no doubt this decision will have an impact, the fact remains that the Chinese economy is a key market and firms cannot afford to bypass this market simply due to regulatory scrutiny by the Chinese authorities,” said Lim. ALB

and UK clearances, which suggests that MOFCOM will consider the approach being adopted in other jurisdictions but will reach its decision in a manner that reflects its understanding of the relevant circumstances in China,” he said.

Nevertheless, some observers have felt that M&A activity is likely to be subdued as a result of the ruling by MOFCOM. The limitations imposed on the InBev transaction have led to discussion as to whether the ruling will likely affect the attitudes of foreign companies looking to invest in China, including the giant M&A deal currently under review before MOFCOM – Coca Cola’s bid for local juice maker Huiyan Group.

THREE-qUARTERS OF US LAW FIRMS TO CHANGE BILLING PRACTICES MostlargeUSfirmsbelievetheywillchangetheirbillingpracticesoverthenext10years,arecentsurveyrevealed.

TheannualAmLaw200surveyreceivedabout140responses,84ofwhichwerefromfirmswithrevenuesofUS$1bnormore.

When asked whether firms would change their billingpractices,about75%ofthemsaidtheywouldoverthenext10years,and66%ofthemagreedthatfixed-feedealsarelikely.

A similar survey prepared by social networking web siteLegalOnRamprevealedthat84%oflawyersworkingforfirmswithrevenuesofatleastUS$1bnthoughttherewouldbemore“valuebilling.”

Respondentsweredividedwhenquizzedaboutwhetherfeeswouldrepresentmorethan10%oftotaltransactioncosts.However,collectivelytheyagreedthatbillablehourswouldbediminished.

ALLENS, BLAKES, MALLESONS ON BOARD FOR BA-qANTAS MERGER PROPOSAL AllensArthurRobinson,BlakeDawson,MallesonsStephenJaquesandSullivan&CromwellhaveconfirmedtheyareactingonBritishAirway’s(BA)proposaltomergewithQantasAirways.

IftheA$10bnmergerweretotakeplaceitwouldproceedviaadual-listedcompanystructureandAllenspartnerAndrewFinch,Blakes’JohnField,Mallesons’DavidFriedlanderandSullivan&Cromwell’sDarylLibowwouldattheveryleastreceivesomeduediligenceandcompliancework.

BAwouldbelimitedtoacquiringa49%stakeinQantas since Australian federal transport minister Anthony Albanese announced that Qantas would remainamajorityAustralian-ownedcompany.

Slaughter&MayisactingforBA,whileSJBerwinisactingforQantasintheUK.

20

NEws >>


eNergY & reSoUrCeS

Clifford Chance, Freshfields, Bakers on major Chinese gas deal

China’s thirst for energy to feed its booming economy has seen a

string of prominent law firms advise on one of the country’s major projects, a US$11bn gas pipeline stretching across Central Asia to China.

Clifford Chance’s Geraint Hughes represented China Development Bank as the mandated lead arranger for the financing, while Baker & McKenzie’s Barry Cheng acted for the borrowers and Freshfields’ Robert Lonergan advised the Uzbek sponsor.

The deal, which will see the development of a 1,818km pipeline to deliver 30 billion cubic metres of natural gas from Turkmenistan to China via Kazakhstan and Uzbekistan, was realised in 2006 when the late Turkmen president Saparmurat Niyazov and Chinese president Hu Jintao signed an agreement of cooperation between the two countries.

China National Petroleum Corporation, the lead operator of the project, has also signed agreements with Uzbekistan and Kazakhstan, giving 50% stakes for their parts in the deal.

China is said to be curbing its energy dependence on the Middle East and increasingly moving towards Central Asia and Russia. Turkmenistan is one

of the former Soviet Union’s most gas-rich nations.

“Central Asia has significant natural resources and is a likely destination for further investment from China and India, as well as continued investment from Russia,” said Hughes.

Baker & McKenzie’s Cheng agrees. “China is on friendly terms with the countries in this region and these countries welcome significant investments from China,” said Cheng. “As these deals are strategically important to China, we will continue to see not only substantial equity investments from Chinese investors in the energy sector of these countries, but also substantial financing from PRC banks to finance these projects.”

Cheng said that the multi-jurisdictional aspect of the deal, covering English, Uzbek, Kazakh and PRC law, was one of the challenges of the transaction.

“The transaction involves jurisdictions with vastly different legal systems and foreign exchange control regimes. A major challenge that had to be overcome was to create a viable local security structure and a project cash flow retention and conversion/remittance mechanism that would be satisfactory to the parties concerned.” ALB

news in brief >>US FIRM COVINGTON IN DOHA ALLIANCE USfirmCovington&BurlingtonhasformedastrategicalliancewithaQatar-basedlawfirm.Thefirm will leverage its relationship with the Institution QurayshforLaw&PolicytoexpanditspresenceintheMiddleEast.

Although the firm has tapped the Asia market throughanofficeinBeijing,thefirmhasyettoestablishitselfintheMiddleEast.

PATTON BAGGS MORE qATAR OFFICE SPACEMarkingthefifthanniversaryofitsopeninginQatar,US-basedlawfirmPattonBoggsmovedtoabiggerofficeasaresultofitssteadygrowth.

Thenewoffice,locatedintheCommercialbankPlazain Doha, was inaugurated in the presence of staff and officialsincludingtheUSambassadortoQatarJosephLeBaron,theformerQatarieconomicsministerSheikhMohamedAlThani,andQatarUniversityvicepresidentDrSheikhabintJaborAlThani.

“Wenowhave12residentprofessionalsfromsixdifferentcountries,includingthreeQatarinationals,”saidRobertHager,thefirm’sDohamanagingpartner.ThefirmwasthefirstUSfirmlicensedtopractise inQatar.

UK COMPANy REVAMPS PANEL, ELIMINATES TIME-BASED BILLING Isthisasignofthingstocome?MajorUKcompanyITVhasannouncedanewpaneland,accordingtoareport in Legal Week, is claiming the status of the very firstUKcompanytoeliminatetime-basedbillingfromitspanelarrangements.

Itcertainlysetsaprecedentforotherjurisdictions.General counsel have always encouraged alternative billing structures – and now that workflow is starting to tighten up for firms, that gentle encouragement might begin to take a more strident note as GCs look to gain some leverage from their improved bargainingposition.

NEws >>


MIDDLe eAStUAE firms anticipate relaxation of foreign investment rules

MIDDLe eASt

Weil Gotshal to open in ‘over-lawyered’ Dubai

As new legislation relaxing foreign investment rules in Abu Dhabi takes

shape, some firms are already beginning to field calls from interested clients.

The drafting of the legislation is being reviewed by industry bodies including local industrial development organisation ZonesCorp.

George Booth, corporate partner at Simmons & Simmons, said that his firm has been following the new developments closely. “We have seen an increasing number of enquiries from clients as to the implementation of

the law,” he said. “If the Dubai free zones can serve as an example of the increased foreign investment in that emirate … then certainly [this] will attract a great deal of attention from the investing community.”

While details have not been released, it is understood that the current 49% cap on foreign ownership will be increased in sectors deemed to be most in need of foreign investment. Booth said that, in the revision stage, the law will need to be examined to give a considered opinion. ALB

Amid sentiment that the region may be getting overcrowded,

another US-based firm, Weil Gotshal & Manges, is set to open an office in Dubai in 2009.

The firm was reportedly recently awarded a licence to practise in the country. Its European coordinating partner, Joe Tortorici, is to lead the practice when it opens in January.

“We have worked with some of our major clients in the region for several years,” Tortorici told Legal Week. “Dubai is the leading market for us in the Gulf and it has emerged over the last 10 years as a very important money centre.”

The opening is among many announced in the last few months, with

the economic crisis said to be swaying European and US firms towards the booming economies of the UAE. But recent reports have raised questions as to whether the region’s legal market may be getting overcrowded.

“A few months ago, I would have said the region wasn’t over-lawyered,” said Nick White, Trowers & Hamlins’ Dubai managing partner. “The pie was growing and there was a piece for everyone. But I have a feeling that some firms may not get the returns they thought they would on the investment they have made in offices and people. I have seen CVs from corporate commercial lawyers who are getting far less work, and far less sexy work, than they were led to believe.” ALB

news in brief >>LAWyERS FACE M&A ICE AGE Signsthatlawyersmayfaceaprolonged slowdownintheM&Amarketareemerging, asrecentfiguresattest.

AccordingtoThomsonReuters,cancelledM&Adealsinthefourthquarterof2008(US$322bn)arenowgloballyonparwithcompletedM&Adeals(US$362bn).ThisispartlyduetoBHPBilliton’scancelledmergerwithRioTinto,actedonbyAllens,Linklaters,BlakesandSlaughters,amongothers.

There has also been an overall downturn in global markets, for instance securitisations are down by 80%,businessforinvestment-gradecorporatedebtdroppedby23%andhigh-yieldcorporatedebtissuanceslidby76%.

‘STAGGERING’ UAE CONSTRUCTION ACTIVITy LURES ATLANTA FIRMAtlanta-basedfirmKilpatrickStocktonhasopeneditsfirstofficeintheMiddleEast,respondingtotheregion’s demanding construction and engineering sectorforlegalwork.

The office will open in Dubai and advise clients on creating or furthering their business interests in theGulfRegion,whichthefirmwilllaterexpandtoencompassNorthAfrica.

“The level of current and planned engineering andconstructionactivityintheGulfisstaggering,”saidco-managingpartnerBillDorris.“Giventhisunprecedented construction activity, there is a growing demand for attorneys in the region … to handle the volumeofcomplexlegalworkbeinggenerated.”

FIRST UAE JUDGES SWORN IN AT DIFCThreejudgesoftheDubaiInternationalFinancialCentreCourts(DIFC)weresworninrecently,increasing the capacity of the region’s financial hub todealwithcases.

UAEvicepresidentandDubaiPMSheikhMohammedBinRashidAlMaktoumsworeinJusticeAliAlMadhaniandJusticeOmarAlMuhairitotheCourtofAppealintheDIFCCourtsandappointedDavidWilliamsQCasajudgeoftheDIFCCourts.

“TheswearinginofthethreejudgesbooststheDIFCCourts’abilitytodealwithcasesofanylevelofcomplexity,”saidSirAnthonyEvans,chiefjusticeoftheDIFCCourts.“BothAlMadhaniandAlMuhairihave already played a tremendous role in developing theSmallClaimsTribunaloftheDIFCCourts,and I am confident that they will make positive and significant contributions to the continued developmentoftheDIFCCourts.”

22

NEws >>


uk report

ofitsdepartmentstomovetoafour-dayweekand put the entire corporate team on two weeks’ unpaidleaveintherun-uptoChristmas.

No new staff for CadwaladerCadwaladerWickersham&Taftwillhavetobreakitsimpressive100%traineeretentionrate,whichhasremainedsteadyforthelasttwo-and-a-halfyears,duetoworseningmarketconditions.ThefirmrecentlyannouncedthatitwillnotbeofferingjobstoanyofitsCitytraineesduetoqualifyinMarch2009.Theintakefreezewillaffectthreetraineesolicitors and makes Cadwalader one of the first leadingfirmsintheCitytomakethismove.

Deloitte survey reveals slow growth for firms It may not come as a surprise, but recent research fromDeloitterevealsthatUKfirmsarestrugglingwithgrowthinlightoftheeconomiccrisis.Thereport noted that fee income across the country’s 100largestfirmshadincreasedbyonly5.8%duringthesecondquarterof2008–09comparedwiththesameperiodthepreviousyear.Firmsinthetop10arefaringslightlybetterthantheirsmallerrivals, reporting an average rise in fee income of11.1%forQ2,butlargefirmshavestillbeenaffected,postingonlymodestincreasesinrevenue.

Hey big spender – Norton flashes the cash WhilemostUKfirmsarehavingtocutcornersinmostcostcentres,itseemsNortonRoseissailingalongjustfine–havingjustspentmorethan£8monimprovementstoitsoffices.Accordingtothefirm’s2007–08annualreport,£8.6mwasspenton additions to its offices worldwide and a further £1.5mhasbeensetasideforITintheNewYear.

ROUNDUPDavidHarriswillstarthissecondfour-yeartermasLovellsmanagingpartnerinMay.Hewasrecently •re-elected,despitestiffcompetitionfromEuropeanheadHaraldSeislerBryanCaverecentlylauncheditsParisoffice,withformerDechertpartnersKathieClaret,JilaliMaazouz•andJosephSmallhooverandfiveotherassociatesonboardAustrianfirmSchoenherrissettotakeoverHerbertSmithallyfirmGleissLutzintheNewYear.•SchoenherrwillobtainGleissLutz’sPragueandWarsawbranches,simultaneouslylaunchingitsownofficeinBratislava,SlovakiaEversheds,Allen&OveryandAshurstarejustafewofthetop-tierfirmstoreceivegongsfortheirwork•andemployeesattherecent2008BritishLegalAwards.EvershedswonfirmoftheyearandlawyersfromAllen&OveryandAshurstpickedupthelifetimeachievementandseniorpartnerawardsrespectively

London layoffs rifeIt has been a bad few months for lawyers in London andbeyond.UKfirmshavebeenhithardbythecredit crunch, triggering a number of layoffs in quicksuccession.

Among the firms to dismiss City staff in recent monthsareEversheds,Orrick,MayerBrown,ReedSmith,DLAPiper,TaylorWessingandSquireSanders.

Evershedsisuptoitssecondredundancyconsultation, with the latest round tipped to include 45lawyersandrelatedsupportstaff.

FreshfrommakingcutsacrossitsUSnetwork,White&CasehasnowturneditsfocusontoitsUKoffices,andalthoughthenumberofjobcutsinthefirm’s London office is not yet clear, it is reportedly aimingtoreduceitslegalandnon-legalheadcountbyapproximately3%.

Fortyassociatesacrosstherealestate,structuredfinanceandcorporatepracticesofOrrickHerrington&Sutcliffearesaidtobefacingredundancy,aswellastwoassociatejobsandonesupportstaffpostinthefirm’sLondonoffice.

MayerBrownrecentlylaunchedaredundancyconsultationfor11lawyersworkinginitsLondonoffice,whileDLAPiperhaslaunchedaredundancyconsultationlikelytoresultinupto40joblossesacrossitsUKoffices.Partnershavebeentoldtheywillbeoutofthefiringline.

Crisis turns focus to strategy While many firms are taking to redundancy consultations to balance the financial fallout from theeconomicdownturn,afewUKestablishmentsarealsoinitiatingothertacticstostayafloat.FollowingaJuneredundancyconsultation,MiltonKeynes firm Kimbells recently told lawyers in three

INDIA

India benefits from legal market restrictions

india’s legal market, which prevents foreign firms from opening up offices

in the country, is continuing to reap the benefits from the tie-in with international firms eager to maintain a presence in its legal market.

With firms increasing their stakes in India, local lawyers are reporting an increase in salaries. Lead partners are earning up to US$1m a year, according to the Financial Times.

“Corporate [lawyer] salaries have exploded. They are going up by 20% to 40%,” said Anand Prasad from Indian firm Trilegal.

Firms such as Amarchand & Mangaldas, Jyoti Sagar Associates, Luthra & Luthra and Dhir & Dhir are hiking attorney salaries by as much as 100% in a bid to obtain talent from larger firms.

The news comes as more firms attempt to increase their footprint in the Indian legal market. Magic Circle firm Clifford Chance is to set up an India team in Singapore, advising on capital markets transactions involving India. The firm is geared to respond to the increased trade in the region. Meanwhile, Eversheds’ India practice has been appointed to the large-scale Vizag power project, working alongside local firm FoxMandal Little. The US$1.3bn power project will be built in the southeast state of Andhra Pradesh.

NEws >>


tAIwANTaiwan-mainland China centre to provide legal advice for Taiwan investors

in a sign of improved relations across the Taiwan Strait, a new

Taiwan-mainland China cooperative legal service centre was officially inaugurated in early November.

The Across-Taiwan-Strait Legal Service Center (ATS Legal Service Center) is a joint initiative of Dacheng Law Offices and the Taiwan All-China Federation of Industry and Commerce.

The ATS Legal Service Center aims to provide legal services for investors in Taiwan as well as mainland China, with a particular focus on filling the gap in legal services for those who intend to invest in Taiwan.

Meanwhile, over 30 Taiwanese lawyers have passed China’s annual judicial exam and will be allowed to practise in the mainland, following China’s lifting of the bar exam ban on Taiwanese residents earlier in 2008.

A spokesman for the State Council Taiwan Affairs Office said that regulations for the provisions were currently being drawn up and would be released soon.

The news follows an announcement in April by China’s Ministry of Justice to allow Taiwan residents to sit the September exam. Around 658 Taiwanese took advantage of the allowance, a fraction of the 370,000

candidates from the mainland. The Ministry relaxed the ban on

Taiwanese candidates in an effort to promote positive relations between the countries and further develop China’s economy.

thAILAND

White & Case cuts Bangkok office

White & Case’s Bangkok office has been given the axe – the third

office closure of 2008 for a firm that has also seen a significant number of associate layoffs in the US.

The Bangkok office has broken away and will operate independently under the names of three partners, Weerawong Chinnavat & Peangpanor. Its 58-lawyer team will transfer to the new firm and will operate on a ‘best friends’ basis, referring work to the global firm.

“The decision to create the new firm was taken after a period of consultation with the team in

Bangkok,” said the firm’s chairman, Hugh Verrier. “Given the strategic goals of the firm, we agreed that the creation of an independent firm would be mutually beneficial to White & Case and our Bangkok team.”

The firm is undergoing a review by consultancy company McKinsey & Co to manage its resources. Last month, it announced the closure of two European offices, in Dresden and Milan, but denies that the closures are related to the Bangkok breakaway and that the latest axing of 70 associates are related to the McKinsey review.

US

Managing partner in fraud case in the latest round of lawyers behaving

badly, the managing partner of a prominent New York law firm has been arrested on fraud charges.

Marc Dreier, the founding partner of the 250-lawyer firm Dreier, was arrested for allegedly selling US$100m worth of fake promissory notes to various hedge funds in October.

“Marc Dreier allegedly used his law licence and his access to institutional investors to perpetrate a brazen fraud,” said Lev L Dassin, a lawyer for the US Attorney’s office.

Only days before the arrest, Dreier was apprehended in Toronto for impersonating an in-house lawyer with the Ontario Teachers Pension Plan. According to various reports, Dreier distributed a fake business card with the name of the in-house lawyer in a business meeting concerning a US$40m deal.

“On Tuesday afternoon, we learned of fraudulent behaviour by an individual visiting our premises,” read a statement issued by Ontario Teachers Pension Plan. “We immediately alerted the police. An individual was arrested by the police and has been charged.”

It does not stop there, however. Dreier was sued by Wachovia Corp for defaulting on a US$12.7m credit loan to his firm. This was exacerbated by a later complaint by the Securities Exchange Commission alleging Dreier sold fake promissory notes. ALB

24

NEws >>


us report

ROUNDUPKirkland&Ellishaspromoted67ofitslawyerstopartneracrossitsUSandLondonoffices.IntheUS,the•corporatepracticealonesaw23promotions,whilelitigationhad20ClearyGottliebhaspromoted10lawyerstopartnerrecently–sixintheNewYorkoffice,twoinRomeand•oneinBrusselsNewYork-basedcorporateheadTimGoodellhaslefttroubledWhite&CasetojoinUSoilcompanyHess•Corporation as general counsel King&SpaldingisclosetoreachinganagreementwithThacherProffittregardingtheacquisitionof•around100ofthelatter’s195lawyersWhite&CasechairmanHughVerrierhasvoicedhiscommitmenttoexpandingandfurtherdeveloping•thefirm’sexistinginternationalnetwork,inthewakeofamanagementshake-upthatsawfirmpowersplitamong14regionalgroupsanda16-memberglobalpracticecouncilsetup.VerrierconfirmedLatinAmerica and Asia as prime targets for investment

amongthefirmswhoseUSassociatesarereceivingreducedbonusesattheendoftheyear.

AtCravath,year-endbonusesfor2008willrangefrom$17,500to$30,000,andthefirmhascannedthespecialbonuselementofits2008payments.SimpsonThacherhasalsocancelledtheadditionalspecial bonus for its associates, which last year rangedfrom$10,000to$50,000,andjuniorlawyerswillreceive$17,500–aseveredropfromlastyear’spayoutof$35,000.

Clifford Chance associates will receive between $17,500and$32,500–afarcryfromlastyear’s$32,000to$65,000.ThestoryissimilarlyaustereatDavisPolk,andClearyGottliebandDewey&LeBoeufaretwomorefirmstohaveslashedbackassociatesbonuses.

SkaddenArps,however,hasdecidedtogoagainstthegrainandhasactuallymatched2007figures–minussupplementalbonuses.

Partners at DLA Piper share financial load PartnersatDLAPiperhavebeenaskedtocontributecapitaltothefirmfromnextyear.Thestrategy – a bid by the firm to reduce its reliance on bank credit and simplify its compensation structure –willonlyaffectthe275salariedpartnersattheinternationalfirm’sUSofficeswhonowreceivean income rather than hold an equity stake at the firm.Theamounttobecontributedwilldependonseniority and will give the partners a stake in the firm’sprofitslessthanthatoffullequitypartners.

Firms slash staff to battle credit crunch UKfirmsaren’ttheonlyonesturningtoredundancytocountertheeffectsoftheeconomicdownturn.USfirmsacrosstheboard–SquireSanders&Dempsey,ProskauerRoseandReedSmithamongthem – have also been engaging in some pruning ofthepayroll.

SquireSandersdismissedatotalof30associateand support staff following its annual employment reviews,citingcurrentandprojectedbusinessconditionsasthemajorreason.ProskauerRose,meanwhile,made35associatesand25supportstaffredundantinitsUSoffices(despitemajoradvancesindevelopingitsinternationalnetwork).ButperhapsthemostdramaticcullerofstaffhasbeenReedSmith,whomade115redundanciesacrossitsUSoffices.

Otherfirmstohavecutstaffinclude: BuchananIngersoll&Rooney(25secretarial andadministrativestaff);DuaneMorris (22marketingandadministrativestaff); BallardSpahrAndrews&Ingersoll(13supportstaff);boutiqueIPfirmSynnestvedt&Lechner (7staff–hassincedisbanded);andBlank Rome(9associates).

Christmas bonuses hit by downturnFirmsareincreasinglyhavingtodisplayScrooge-like tactics in a bid to soften the blow of the credit crunchontheirfinances.CravathSwaine,SimpsonThacher,CliffordChanceandDavisPolkare

SINgApore

Rajah, Infinitus locked on anime IP suit

law firms Infinitus Law Corporation and Rajah &

Tann will come head to head in an IP infringement case that has stirred the online anime community to action.

Rajah & Tann is advising five media studios – Showgate, Geneon Entertainment, TV Tokyo, GDH KK and Sunrise – which are suing four “heavy downloaders” for allegedly acquiring the studios’ anime cartoons illegally using BitTorrent.

Infinitus’ Wong Siew Hong, head of the firm’s IP litigation, is representing two of the accused downloaders, Felix Lukman and Koh Lian Boon.

The case has caused a flurry of online activity, with one online group, XedoDefense, undertaking a funding drive for the defence of the two accused. Several members of the group have posted comments criticising Singapore’s IP laws and urging action to “fight” the court pressure being placed on the accused by Rajah & Tann.

“As they [Rajah & Tann] have already escalated the situation to actual court action, the pressure on the accused, whether guilty or not, persons would be even greater,” wrote one member, ‘Xedo Senshi’. “The only possible way to fight this is by grouping together.”

Wong said that his firm has no business relationship with XedoDefense but is aware of the funding drive. The law suit, said to be the first of its kind, is likely to set a legal precedent. Wong, however, remains somewhat sceptical.

“Any case has potential for proving legal precedents; this is no more different,” Wong said. “Having said that, the very nature of the claim and issues involved make it apparent that there are novel issues that need to be determined by the courts. These are of obvious interest to many people. We’ll wait and see how it develops.”

Rajah & Tann declined to comment. ALB

NEws >>


INDIA

Indian PE lawyers hit hard, says Fox lawyer

Despite sentiments that India, as one of Asia’s beacons of light in the

global financial crisis, has remained largely unscathed by the turmoil, lawyers say that the legal industry has felt the impact of waning inbound investment due to the lack of funding available, especially in the private equity sphere.

“There has been no significant PE activity and the reason for that has been that most foreign institutional investors are adopting a wait-and-watch approach, and are finding themselves struggling to raise finance from investment banks…” said Vineet Aneja, partner at Indian firm FoxMandal Little.

Indian private equity deals have seen a sharp decline this year. According to a report by consultancy Grant Thornton, last year around 328 deals with a total value of US$13.34bn were announced, but for this year to October there were only 274 deals with a combined total of US$9.67bn.

“The slowdown in the M&A and

private equity markets has affected the volume of transactions that are being conducted, especially in relation to foreign investment,” said Aneja. “This in turn has led to a reduction in work for corporate lawyers, with greater impact on firms that rely heavily on foreign work.”

With deals largely funded by hard-hit international investment banks, Aneja said market sentiment is decidedly in decline. “We have personally witnessed international institutional and fund investors shying away from deals, even where initial commitment has been made,” he said. “This is a clear indicator of the negative impact of the global financial crisis on PE deals in India.”

The weakening of company stock values in the crisis has meant the private investments in public equity (PIPE) model has also suffered. “A considerable proportion of PIPE transactions have ended up losing money, hence this year has seen a reduction in the number of PIPE deals,” said Aneja.

SINgApore

Unwinding minibonds: Drew & Napier chief to help untangle

Drew & Napier chief executive Davinder Singh SC has been

called on by the Monetary Authority of Singapore (MAS) to give advice on the next crisis looming in the Lion Nation – the unravelling of Minibonds structured notes. Minibonds are credit-linked notes which are structured as a security with an embedded credit default swap, allowing the issuer to transfer a specific credit risk to credit investors. In Hong Kong and Singapore, these are marketed and sold to individual investors.

Singapore’s central bank said that it has called on Singh “to advise the MAS on the implications of the legal issues raised by lawyers acting in the Chapter 11 proceedings for Lehman Brothers”. ALB understands that these “implications” have to do with

the fact that the entity used to issue the notes – Minibond Limited – was an offshore special purpose vehicle created by Lehman, a fact that the Minibonds trustee, HSBC Institutional Trust Services, and receivers, PricewaterhouseCoopers, believe will lead the lawyers acting on the Lehman case to challenge the unwinding of the Minibonds.

Series 1 and 5–10 of the notes have defaulted and will be unwound, while series 2 and 3 are expected to go into default soon. There are no series 4 notes. The appointment of Singh, one of Singapore’s most revered litigators, is being interpreted in the industry as a sign that the Singapore government is considering litigating this dispute and expediting the return of cash to investors in the minibonds. ALB

regIoNOrrick lays off Asia lawyers

C iting economic pressures, US-based firm Orrick Herrington

& Sutcliffe has cut approximately 10 staff in the firm’s Asian offices.

In a round of redundancies affecting its global offices, the firm has laid off 40 associates and counsel in its real estate, structured finance and corporate practices, including 35 staff members. According to reports, half of the number is from outside the US, and around a quarter of the redundancies will specifically affect the firm’s Asia practice.

The firm did not disclose which Asian offices were affected, but was said to have made the decision three weeks ago before notifying associates of the redundancies.

“Throughout 2008, we have done all we could to avoid today’s action: we have redeployed lawyers to different practices and we have cut expenses,” the firm said in a statement. “Unfortunately, our staffing levels in the affected practices remained too high, given the economic environment our clients and ourselves face.”

In October, the firm picked up 27 former Heller Ehrman partners, but chairman Ralph Baxter said that decision was made as to the economic value of the acquired partners.

“All of the Heller lawyers who joined us were in practice areas that are litigation oriented. Compared with the layoffs, it’s apples and oranges. They are mostly partners, and they bring business with them,” said Baxter in an interview with AM Law Daily.

26

NEws >>


A recent decision by a Korean bar association to assess and publish the performance of judges has

been criticised for the potential problems it poses for the independence of the courts.

The Seoul Bar Association (SBA) last week said that it will set up a special committee to conduct an evaluation of judges’ performances, publishing the results at least once a year, according to a report by the Korea Times.

“A wide range of factors, including the judge’s attitude, integrity, fairness and knowledge, will be assessed,” said the SBA in a statement. “And we will score them according to the results.”

The SBA moved towards the decision after a petition filed by a lawyer against the actions of a judge.

But there are several problems this poses for the judiciary, said Sean Hayes, a lawyer at Logos Attorneys at Law and the only foreign lawyer to be hired by the Korean Constitutional Court. Hayes said that evaluations may put pressure on the decisions of the judge, especially in a criminal case which could sway the decision towards a more defendant-friendly sentence.

“Korean lawyers often get paid based on contingency fees, even in criminal cases. So a judge might be perceived as a good judge when that judge rules in favour of defendants, since lawyers are getting paid based on the outcome of the case.”

The issue is also surrounded by cultural dilemmas. Korean judges are often younger than the lawyers, since a Korean lawyer begins their career as a judge and then turns to private practice.

Hayes questions whether the evaluation program will have a significant effect, but maintains that the integrity of the judge’s decision should be upheld.

“Order is something that should be kept. Sometimes a judge needs to be tough, especially a younger judge. I don’t know if this will have a huge effect. But there will be certain judges red-flagged for bad reasons, for example being victim friendly, which could cost practising lawyers money.” ALB

koreA

Korean lawyers turn tables on judges

UPdaTE >>

international Tax

The UK Pre budget report

The UK pre Budget report was announced by UK Chancellor Alastair Darling on 24th November 2008, with many changes / increases to UK tax rates. The main UK tax changes are :

UK VATThere will be a temporary reduction in the standard rate of UK VAT from 17.5 per cent to 15 per cent from 1 December 2008 until 1 January 2010.

UK income taxFrom 2009/10:

Increases in personal allowances.•From 2010/11:

A progressive reduction in the basic personal allowance to •one half for those earning between £100,000 and £140,000 and to zero for those earning over £140,000, reducing by £1 for every £2 of income above these thresholds.

From 2011/12:A new 45 per cent income tax rate on income (other than •dividends) over £150,000.A new 37.5 per cent rate of tax will be introduced on •dividends that would otherwise betaxable at the new 45 per cent rate.

TrustsFrom 2011/12 all trusts (other than Vulnerable Persons Trusts and Interest in Possession Trusts, which are not taxed at the rate applicable to trusts, but at the beneficiary’s marginal rate) will be subject to a tax rate of 45 per cent on general income and 37.5 per cent on dividends, in line with the rates for individuals with income over £150,000, but applying at any level of income Corporation Tax The Small companies Corporation Tax rate was set to increase from 21% to 22% from 1 April 2009; this increase has now been deferred to 1 April 2010.National Insurance From 2009/10:

The Upper Earnings Limit for primary Class 1 NICs will be •aligned with the level at which individuals start to pay higher rate income tax.

From 2011/12:The NICs primary threshold will be broadly aligned with the •income tax basic personal allowance.The main rate of Class 1 and Class 4 NICs will be increased by •0.5 per cent to 11.5 per cent and 8.5 per cent respectively.The Class 1 employer rate of NICs will be increased by 0.5 •per cent to 13.3 per cent. The increased rate will also apply to Class 1A and Class 1B contributions.The additional rate of Class 1 and 4 NICs will be increased •by 0.5 per cent to 1.5 per cent.

Review of offshore centresA further consultation on the status of the UK’s offshore financial centres ( ie Bermuda, Guernsey, Jersey and the Isle of Man) was announced.

By Debbie Annells, Managing Director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong www.azuretax.com, a member of AzureTax Group (Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370, (Fax) +852 2122 9209 Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation.

Debbie Annells

NEws >>


SINgApore

Revealed at last: Six firms granted Qualifying Foreign Law Practice licencees

Allen & Overy. Clifford Chance. Herbert Smith. Latham & Watkins. Norton Rose. White & Case.

After months of intrigue and speculation, the Singapore government has finally released the names of the six foreign firms which will be permitted to practise Singapore law.

The selection process has taken over three months. Firms were invited to apply for the licences back in August and surprisingly only 20 applications were received. A thorough selection process was then undertaken by a number of government officers including the Attorney-General, the Minister for Law and permanent secretaries from the Ministry of Finance and the Ministry of Trade and Industry.

The selection committee commented on the high quality of the applications, and it is clear from the results that those involved in the selection process had difficulty separating the competing firms. Attentive observers will have noticed that the list contains a total of six firms, rather than the five which it was originally understood would be approved.

The licences will run for an initial five-year period and it will be interesting to see what further liberalisation occurs in that timeframe. Singapore has led the way with its legal sector reforms and the question inevitably follows: who is next? All eyes turn to Korea and India.

For more on the QFLP licensees, look out for next month’s special issue. ALB

INDIA

Mumbai terror attacks to cause legal industry slowdown india’s legal sector is bracing itself for the fallout caused

by the Mumbai terror attacks which, coupled with the economic crisis, will affect inbound investment and legal work, according to a local lawyer.

“Clearly incidents such as these will shake the confidence of foreign investors and we may see some degree of hesitancy in the minds of investors,” said Mumbai-based lawyer Siddharth Shah of Nishith Desai Associates. “The timing of the incident in the midst of a global economic turmoil would not really help in terms of early revival in the Indian economy which was expected. So, in a way, the incident has proved to be a ‘blow below the belt’.”

Foreign investors have increasingly eyed India’s booming economy in the last few years, which has been a major source of work for the legal industry.

“The legal industry in India is much more globalised and clearly any adverse impact on the investment climate would have a direct impact on the growth, or rather the pace of growth, of the industry,” said Shah. “As a result, this incident will result in a definite slowdown in the legal industry over the short term, an industry which was already, in some form, feeling the heat of the global economic turmoil.”

However, the decline is not expected to remain in the long term. Shah says that the robust Indian economy will recover from the decline.

“In the long run, the fundamental strengths of the country as an investment destination should override these negative sentiments,” he said. “I believe that the legal industry in India will continue to grow and prosper as the economic growth regains momentum.” ALB

28

NEws >>


CreDIt CrISIS

BHP–Rio Tinto, lawyers still optimistic After over 18 tireless months of acting on the failed

BHP Billiton and Rio Tinto merger, Allens Arthur Robinson partner Ewen Crouch is still optimistic.

“It was a terrific effort … our team has been working incredibly hard for the past 12 months and will enjoy the break over Christmas and the New Year. We are optimistic about M&A and capital markets work in 2009 that should get underway from around February,” he said.

The two mining giants decided to call off the deal most recently valued at US$66bn, after the fall in metal prices and global financial crisis were feared to have created too much risk for the deal to proceed.

Crouch believes the BHP–Rio takeover bid was unique partly due to the number of jurisdictions involved and the nature of the proposal. “This was a unique deal. There are few dual-listed companies and this was the first proposal to acquire a dual-listed company by way of takeover,” he said.

There were numerous complexities such as Rio’s repeated rejection of BHP’s bid and reportedly little interaction between parties. The European Union’s antitrust authorities also demanded that BHP divest some assets, while both Japan and China were against the deal due to their reliance on both party’s iron ore and raw materials.

Other firms that worked on the BHP–Rio merger include Linklaters, Blake Dawson, Slaughter and May and Skadden, Arps, Slate, Meagher & Flom. ALB

ChINA

Chinese lawyers round up against Baidu

A group of Chinese lawyers are seeking to file a mass complaint against search engine giant Baidu over

alleged unfair competition practices. The group has rounded up 50 companies willing to seek

legal action against Baidu and will file the complaint once the number reaches 100.

The group is being led by lawyer Li Changqing from law firm George Wu & Partners. Li had previously filed a complaint against the search engine company in September on behalf of Hebei-based medical information site Qmyyw.com, which had signed a competitive ranking services deal earlier this year but saw a decline in inbound visits after lowering its payments.

In the move, plaintiffs will seek different counts against Baidu, including brand infringement, alleged fraud and unfair competition.

Baidu, whose search results appear through auctioning keywords, has been criticised by Chinese media for allegedly allowing unlicensed medical product companies to purchase higher rankings. ALB

UPdaTE >>

intellectual Property

notable UK court decisions on inventiveness

Traditionally, Singapore courts have consistently adopted the four-step approach set out in the case of Windsurfing International Inc v Tabur Marine (Great Britain) Ltd [1985] RPC 59 at 73 for determining

whether something involves an inventive step.This Windsurfing four-step approach has been

reformulated and elaborated in the UK in the case Pozzoli SPA v BDMO SA [2007] EWCA Civ 588. The principal alteration to the approach is to change the running order of the questions, i.e.(a) identify the skilled person in the art;(b) identify the relevant common general knowledge of

skilled person;(c) identify the inventive concept of the claim in question;(d) Identify the differences between the prior art and the

inventive concept; and(e) ask whether those differences would have been obvious

to skilled person.Jacob LJ in Pozzoli reasoned that one must first assume the

mantle of the skilled person before identifying the inventive concept embodied in the patent. This allows the skilled person to properly understand what the patentee must have meant and thereby set about identifying the concept.

Once the court had identified and assumed the mantle of the skilled person, it had to then identify if those differences between the prior art and the inventive concept were obvious. Still, the question of obviousness remains.

Recently, in Conor Medsystems Inc v Angiotech Pharmaceuticals Inc UKHL 49, [2008] R.P.C. 28, the UK House of Lords upheld the validity of a patent on the basis that the test for obviousness ought to be determined by reference to the claims and not based upon the extent of disclosure in the description.

Angiotech owned a patent for stent coated with taxol for treating or preventing restenosis. The specification contained insufficient experimental data or evidence to satisfy a skilled person that taxol was likely to be successful as a coating for a drug-eluting stent to prevent restenosis. As such, the lower UK courts and Court of Appeal found the patent obvious because the inventive concept was no more than that taxol was worth trying without any expectation of success.

However, the House of Lords reversed the decision and decided that the test for inventiveness ought to be “whether it was obvious to use a taxol-coated stent to prevent restenosis”. If the specification disclosed enough information to make invention possible, then the patentee should not be expected to justify that his patent will work.

If the Angiotech decision is adopted by the Singapore courts, we can expect more patents to be upheld as valid.

Edmund Kok, Patent Attorney Intellectual Property and Technology Group Alban Tay Mahtani & de Silva LLP Phone +65 6534 5266 Email: [email protected]

Edmund Kok

NEws >>


ASIA

Bird & Bird hatches alliance with ATMD

English firm Bird & Bird and Singapore firm ATMD have entered into a global association agreement which will see

the firms collaborating on an exclusive basis.The alliance will benefit both firms in Asia: Bird & Bird

gains a presence in regional hub Singapore and ATMD boosts its China coverage through Bird & Bird’s trio of offices in the PRC. Both firms had previously made their expansionary intentions clear, with Bird & Bird having opened its Shanghai office in October and ATMD having had its AxcelAsia alliance with Malaysian firm Tay & Partners since September 2005.

“This is a hugely exciting great step forward for us in Asia,” said Bird & Bird’s China managing partner Matthew Laight. “This takes us from a position where we were really rather European-heavy as a firm, and puts us in a position with a much stronger footprint across Asia.”

The alliance is already proving fruitful for Bird & Bird, said Laight. The firm has most recently embarked on a pitch with a major multinational client, which was significantly boosted when the client was found to be familiar with ATMD. “There’s a huge amount of synergy between the two firms, both in terms of areas of legal practice, but also in our potential client base,” said Laight, adding that his firm had grown from a six-partner team in the PRC to now almost 20 with the association.

The alliance may be just as beneficial for ATMD, which can now ramp up its business in the European market through Bird & Bird’s 17 offices there. “We see this global association as a great opportunity and an important step in our continued expansion and future growth,” said ATMD managing partner Alban Kang. “Bird & Bird and ATMD are very similar in terms of culture and approach to business, and our clients will benefit from the increased international coverage of both firms.” ALB

UPdaTE >>

international arbitration

drunk drafting: Some perils of arbitral champagne clauses

Sometimes, amidst the euphoria and clinking of glasses when closing a deal, arbitration clauses can suffer from neglect or thoughtless tweaking, leading to unforeseen or unintended consequences.

Craig, Park & Paulsson’s commentary on ICC Arbitration (3rd Ed, 2000) accords one defective clause the dubious distinction of a “pathological arbitration clause”. It called for arbitration “carried out by arbitrators named by the International Chamber of Commerce in Geneva in accordance with the arbitration procedure set forth in the Civil Code of Venezuela and in the Civil Code of France, with due regard for the law of the place of arbitration”. Similarly, a German appeal court in 1994 declared void for ambiguity, an arbitration clause providing for parties to “litigate before the Arbitration Court of the International Chamber of Commerce in Paris with the seat in Zurich”. The German Court held that it was unclear if the parties were meant to submit to the ICC or the Zurich Chamber of Commerce.

It is true that courts of many countries generally strive to uphold arbitral provisions. On 14 August 2008, the Singapore High Court in Insigma Technology Co Ltd v Alstom Technology Ltd [2008] SGHC 134, upheld a clause providing for a dispute to be “finally resolved by arbitration before the [SIAC]” but “in accordance with” ICC Arbitration Rules. The High Court noted SIAC’s agreement to administer the arbitration by substituting “appropriate corresponding actors” to perform functions of the ICC secretariat, Court and Secretary General. Instructively, resolving merits of the commercial dispute was delayed at least 2½ years from the time the dispute crystallized in February 2006. The parties also underwent an abortive ICC arbitration from August 2006 – February 2007, a preliminary jurisdiction battle before an SIAC constituted tribunal that upheld the clause on 10 December 2007, which in turn, precipitated the fight before the Singapore High Court.

Such cases illustrate the sheer cost of vindicating draftsmanship. The simple expedient of adopting standard clauses recommended by the arbitral institution referred to is one possible safeguard. Numerous works also supply handy drafting checklists. Common elements to take note of include the arbitral seat, choices of substantive and procedural law and rules, appointment mechanisms and number of arbitrators and language.

The shadows cast by arbitration clauses can be long indeed. Degradation of such provisions to “boilerplate” status as throw-in clauses is one sure way to ensure interesting times in the event of a dispute.

Mr. Randolph Khoo is a Director of Drew & Napier’s International Arbitration Group. He is also a Fellow of the Chartered Institute of Arbitrators and the Singapore Institute of Arbitrators. He can be contacted at +65 6531 2418, or [email protected]. He specializes in International & Domestic Arbitration, Company, Contract Law, Shareholder, Family Asset and Employment Law disputes. For his full CV, please visit www.drewnapier.com/directors.html.

Randolph Khoo

30

NEws >>


NEws >>


Asia’s most respected monthly legal magazine Asian Legal Business (ALB) is proud to present ALB In-house legal Summit Hong Kong at the Conrad Hotel on 19th March, 2009.

This special one-day legal event is tailor-made to bring together leading private practice lawyers and senior in-house counsel. The summit represents a fantastic opportunity to address some of the most active and influential corporate counsel and business leaders in Asia today. The focused practice area workshops, plenary sessions and panel discussions provide a unique platform for the frank exchange of views, sharing of best practices and formation of strategies to best deal with change in 2009.

HOW YOU WILL BENEFIT AS A PRESENTER AT ALB IN-HOUSE LEGAL SUMMITS 2009• Increase your business – showcase your firm’s expertise to an audience active in business strategy and specifically interested in your

practice area

• Create relationships with new clients – update delegates on the latest practice area developments at dedicated workshops

• Raise your profile – network with the region’s top influential in-house counsel

• A dedicated team ensuring the right audience – Our team is committed to inviting key in-house legal professionals and senior business leaders

• Broaden your exposure – receive exposure to an audience of more than 40,000 in-house counsel and private law firms via Asian Legal Business (ALB) and Australasian Legal Business magazines, and on www.asianlegalonline.com, www.theinhousesummit.com and regular e-newsletters

• Achieve maximum ROI from your affiliation with this event

Official Media Partner


Another event organised by


TO FINd OUT MORE ABOUT PRESENTING AT ALB IN-HOUSE LEGAL SUMMITS 2009 cONTAcT:JOEL ULBRIcHT, Business Development Manager

+852 2815 5988 [email protected] +852 6120 4130

SHANGHAI

15 MAy, 2009

TOKYO

28 MaY, 2009

BEIJING

19 NovEmBEr, 2009

SINGAPORE

10 SEPtEmbER, 2009

ALB Inhouse Summit HK 09.indd 1 12/19/2008 9:57:26 AM

http://www.theinhousesummit.com


Firm Profile Law Alliance

Hong Kong and China In-house update

With the World economy currently facing its greatest challenge since the advent of the era of a truly global

market, there is a massive amount of uncertainty around in virtually every business sector. While lawyers play very significant roles in banks and corporations, they do not typically earn money for the businesses. They play supporting roles and thus represent an overhead for the organization. For obvious reasons, at times like these, key cost centres, such as legal departments, are being closely monitored by senior management.

It will come as little surprise that a majority of banks and other financial institutions have put the recruitment of lawyers on hold for the time being. There is more activity amongst multi-nationals, but a significant amount of caution is undoubtedly still being exercised with respect to hiring decisions. Unfortunately, this situation promises to remain until the future business outlook becomes a great deal more certain.

In spite of the problems, some banks are still looking to hire, although usually only for very specific needs. Speculative hires are simply not being made right now. In general terms, there are more such roles in Hong Kong than on the Mainland, with the busiest areas proving to be private banking and wealth management. This reflects the increased desire, in these challenging times, to take particular care of those portfolios belonging to the most important, wealthiest individuals. When it comes to roles within corporations, we are currently experiencing stronger demand in the PRC than in Hong Kong.

As belts begin to be tightened as a result of the economic downturn, a significant proportion of businesses, banks included, are seeking to do as much legal work as possible in-house in order to reduce the level of fees being paid to external advisors. Accordingly, most in-house lawyers remain extremely busy and we have not seen lawyers being laid off by banks or MNC’s. If this trend continues, it will offer the

possibility of new in-house roles being created in the relatively near future, even without a significant upturn in economic fortunes.

However, both new hires and existing staff are going to have to understand that salary increases and potential bonuses are likely to be extremely limited for the foreseeable future. The indications we are receiving are that, in general terms, there will be little in terms of pay increases this year. Moreover, bonuses will genuinely have to be earned. The common practice of recent years, whereby significant bonuses have been paid very much as a matter of course, is unlikely to be repeated this year.

A typical consequence of reduced demand and thus a tough market is that employers tend to become significantly harder to please. In other words, and with some justification, they believe they will be able to find a better or more qualified candidate for the role they are seeking to fill. In the Hong Kong and China market, this often translates to a requirement for a candidate with outstanding Chinese language skills in addition to the other prerequisites for the job. Of course, it is also the case that if a department has a reduced headcount, it can simply become essential for any individual to be recruited to have a broader skill set.

For whichever reason, we are undoubtedly seeing increased demand for candidates with strong Chinese language skills. Within the Hong Kong market, and particularly amongst those companies with a strong local culture, we are also witnessing increased demand for candidates that are locally qualified. In general terms, clients are currently favouring what one might term “more stable” candidates; those who have not jumped around from job to job on a regular basis. Again, faced with limited headcount, employers are not keen to experiment with what they might consider potentially risky hires.

From the perspective of candidates, we continue to see significant interest in moving out of practice and into suitable in-house

roles. That said, there is undoubtedly some degree of apprehension over moving to certain companies or banks at this moment in time. In the current economic climate, it seems possible that even the very biggest multi-national businesses could potentially be only days away from collapse. Accordingly, there is a perceived element of risk in making any move in-house right now. While it is not necessarily preventing candidates from moving, it is certainly making them more cautious. In practical terms, it has meant stronger interest in roles with corporations than in positions in banks. So far as banks are concerned, for the time being, candidates appear to feel safer looking at roles with commercial rather than investment banks.

Conor Greene

34

NEws | appointments >>


Rabobank Khattarwong

Rabobank lawyer returns to Khattarwong TheformerRabobankheadoflegalinSingapore,YeongWai Cheong, has moved to KhattarWong’s commercial and bankingpractice.

This is a return for Cheong, who practised at KhattarWong in the 1990sbeforemovingtofinancialservicehouseRabobankasheadoflegalinitscapitalmarketsSouthAsiadivision.

Inthecorporatesector,Yeongadvisedoncross-borderandM&Atransactionsactingforlenders andborrowers.

APPOINTMENTS Supreme People’s Court Fangda Partners

Top IP judge lands at Fangda Partners Aretiredjudge,whoisoneofthemostdistinguishedexperts in the area of intellectual property law, has joinedFangdaPartnersassenioradvisortoassistinrepresentingthefirm’sclients.

DrJiangZhipei,theformerchiefjusticeoftheIPRTribunaloftheSupremePeople’sCourt,recentlyretiredafterserving18yearsatthecountry’shighestjudicialbody.

In his career to date, Jiang participated in China’s IPRlawsystemreformandhandlednumerousIPRcases.Jiang’svaluableexperienceandexpertiseinIPRcaseswillbeahugeadvantagetoFangda’sclientswhoneedIPRanddisputeresolutionlegalservices.The firm’s intellectual property and dispute resolution teamcurrentlyhasover40attorneysincluding10partnersbasedinShanghai,BeijingandShenzhen.

yeong Wai Cheong

LaTEraL HirES ►Name Leaving Going to Practice LocationJiang Zhipei SupremePeople's

CourtFangda Partners IP Beijing

yeong Wai Cheong Rabobank KhattarWong Commercial and banking

Singapore

Tony Chen BinghamMcCutchen Shephard Mullin IP Los Angeles

Rahul Beruar AkashChittranshi&Associates

FoxMandal Little IP New Delhi

David Deck Baker&McKenzie Jones Day Banking&finance Tokyo

Brian Downie MinterEllison Simmons & Simmons Energy&infrastructure

HongKong

Jyotirmoy Banerjee LehmanBros O’Melveny & Myers Capital markets Singapore

Louis Meng DLAPiper K&L Gates Corporate,M&Aandsecurities

Shanghai

James Wood GoldmanSachs O'Melveny & Myers Corporate finance HongKong

William Cattan PattonBoggs Dewey & LeBoeuf Corporate Doha

Joanna Addison PattonBoggs Dewey & LeBoeuf Corporate Doha

Lara Hammoud ICCDisputeResolutionServices

Shearman & Sterling Arbitration Abu Dhabi

Kelly Li Linklaters Shearman & Sterling Property Abu Dhabi

William Barringer HellerEhrman Winston & Strawn international trade Washington DC

Christopher Dunn HellerEhrman Winston & Strawn international trade Washington DC

James Durling HellerEhrman Winston & Strawn international trade Washington DC

Daniel Porter HellerEhrman Winston & Strawn international trade Washington DC

Ameet Datta Anand&Anand Luthra & Luthra IP/Entertainment Delhi

Mohit Lahoty Anand&Anand Luthra & Luthra IP/Entertainment Delhi

Himanshu Bagai Anand&Anand Luthra & Luthra IP/Entertainment Delhi

Thomas George Anand&Anand Luthra & Luthra IP/Entertainment Delhi

Matthew E Digby BinghamMcCutchen Squire, Sanders & Dempsey

Litigation Tokyo

Go Hashimoto BinghamMcCutchen Greenberg Traurig Corporate Tokyo

Paul Lau ConyersDill&Pearman Harney Westwood & Riegels

Corporate HongKong

Tony Grundy Linklaters Morrison & Foerster Capital markets Tokyo

rELOCaTiOnS ►Firm Partner From ToFreshfields DavidHiggins London DubaiShearman & Sterling James Comyn London Abu DhabiShearman & Sterling ManuelOrillac Paris Abu DhabiShearman & Sterling Ian Nisse London Abu Dhabi

Bingham McCutchen Sheppard Mullin

Sheppard Mullin’s new IP partner to split time between LA, Shanghai FormerBinghamMcCutchenIPandlitigationexpertTonyChenhasjoinedtheLosAngelesofficeofSheppardMullinasapartnerinthefirm’sIPpracticegroup.Chen,whospecialisesincomplexIPlitigation,representsbothUSandinternationalclients,butwithaparticularfocusoncompaniesfoundedbyChinese-Americans.ChenplanstosplithistimebetweenLosAngelesandShanghai.

It’sthefourthboostforSheppardMullin’sIPpractice in recent times with the firm snaring patentlitigatorJoyArnold,trademarksexpertHalMilsteinandbiotechclinicalcontractingheadBlaineTemplemaninprecedingmonths.AllthreepartnerswerepreviouslywithHellerEhrman.

Akash Chittranshi FoxMandal

JK Rowling legal advisor heads to FoxMandalAseniorIPlawyerwhomostnotablyadvisedJKRowlingonacopyrightcasehasbeenappointedascopyrightheadatIndianlawfirmFoxMandalLittle.

ServingoversixyearsaspartnerinrivalfirmAkash

firM PrOMOTiOnS ►Name Firm Practice Promotion LocationAchmad Hossan Amroos & Partners IP Counsel and

trademark coordinatorJakarta

Prayudi Setiadharma

Amroos & Partners IP Partner Jakarta

Rajiv Gupta Latham & Watkins Corporate finance Partner Singapore

Benjamin Su Latham & Watkins Partner HongKong

Kuang H Tang Latham & Watkins M&A Partner Tokyo

David Mallinson Mayer Brown JSM RealEstate Partner HongKong

Cindy Au Mayer Brown JSM RealEstate Partner HongKong

Nicholas Longley Mayer Brown JSM Construction Partner HongKong

Mai Phuong Nguyen

Mayer Brown JSM Commercial Partner Hanoi

David Lim Au Mayer Brown JSM RealEstate Partner HoChiMinhCity



Goldman Sachs O’Melveny & Myers

Goldman Sachs lawyer joins O’Melveny & Myers GoldmanSachs’formerlegalheadJamesWoodhasjoinedlawfirmO’Melveny&Myersascounselinthecorporatefinancepractice.

Wood will be based in the firm’s HongKongofficeinthesecuritiesenforcement and regulatory counsellinggroup.PreviouslyatGoldmanSachsAsiaasexecutivedirector in the legal department, he says the move waspromptedbyadesiretoreturntoprivatepractice.

“I was looking to go back into private practice and O’Melvenyprovidedmewithagreatplatform,”hesaid.“IhadregularlyworkedwiththefirmwhileatGoldmanSachsandGoldman’shadrecruitedsomeofitsmostseniorpartnerhiresfromO’Melveny.”

The appointment also provided the opportunity to workwitholdcolleagues,hesays,includingMichaelMoserandColinLaw,whobothworkedwithhimatFreshfields.

Although it is a time of uncertainty for the legal sector, Wood remains positive about the value of HongKongasalegalhub.

“IamconfidentthatHongKongisandwillalwaysremainapopulardestinationforlawyers,”hesaid.“HongKongcontinuestobethemostimportantfinancial centre in Asia and it should remain as such, providedourleadersshowcarefulforesight.Whilea number of Asian cities have changed dramatically –mostlyforthebetter–inthepast10–15years,reportsofthe‘death’ofHongKong[havebeen]greatlyexaggerated.”

HowardChao,partnerinchargeofO’Melveny’sAsiapractice,isalsoconfidentaboutHongKong,withplanstoaddlawyerstothefirm’sregionalpractice.

“WearecontinuingtoinvestinHongKongbecauseweremainpersuadedofHongKong’simportanceasaleadinginternationalcentreforthelongterm,”saidChaoinastatement.

openedinApril2008.InhisfouryearsatDLAPiper,Mengestablishedthefirm’sprivateequitypracticeinShanghai.HehasalsopractisedwithPaulHastingsandspentfiveyearsasgeneralcounselataTaiwaneseaerospacecompany.

“IhavelearnedalotfromDLAPiperinlastfouryears,”saidMeng.“TheyhaveacommitmenttoChina – I think this is one of the positive experiences Igained.”

K&LGatesiscontinuingitsstrategicexpansionintheAsiaregion.HotontheheelsoftheShanghaiopening,inMaythefirmsecuredamergerwithTaiwanesefirmJ&JAttorneysatLaw,boostingitsnumberswiththeadditionofninepartners.

Mengsaidthefirm’scommitmenttoChinawasamotivatingfactorforhismove.

“K&LGateshasastrongrelationshipwithChina and this is exciting, especially with the new Shanghaiofficeopening.Frommyinteractionwith the firm’s top management, they are very committedtobuildingtheChinaoffices.Iseemyselfcontributingtothisfurtherexpansion.”

Baker & McKenzie Jones Day

Jones Day expands cross-border teamJones Day has responded to the increase in Japanese outbound M&AbyappointingformerBaker&McKenziepartnerDavidDecktoitsbanking&financepractice.

BilingualDeck,whospecialisesinsecuritisation,cross-borderM&Aand private equity transactions, waspreviouslypartneratBaker&McKenzieGJBJTokyoAoyamaAokiLawOffice,whereheregularlyadvisedJapaneseclientsonM&A.

“The acquisition of foreign companies by Japanese companieshasseena3.7-foldincreasecomparedwiththepreviousyear,”saidNobutoshiYamanouchi,managingpartnerofJonesDay’sTokyooffice.“Inlight of globalisation in the corporate landscape, the needs of the clients do not focus solely on corporate law but have expanded to require broader legal services which can deal with domestic, foreign and a varietyofotherfieldsoflaw,includingfinancelaw.”

David Deck

Minter Ellison Simmons & Simmons

Minters’ Downie heads up to Simmons Simmons&SimmonshaspoachedMinterEllisonpartnerBrianDownietoheaditsprojectspracticeinAsia.

Downie, who was promoted topartnershipatMinterEllisonlast year, will work alongside the Simmonsenergy&infrastructureteam.HewillfocusonM&A,projectdevelopment,environmentalissuesanddisputeresolution.

Brian Downie

Amroos & Partners

Amroos bolsters IP practice IndonesianfirmAmroos&PartnershasstrengtheneditsIPpracticethroughthepromotionoftwoofitslawyers.

ThefirmhasappointedAchmadHossanascounselandtrademarkcoordinator,andPrayudiSetiadharmaaspartner.

Hossan’sthreedecadesofexperienceinIP-relatedmattersisahugecoupforthefirm.AsaformerdirectoroftrademarksoftheIPRoffice,hehasbeenhighlyactiveintheindustry.Setiadharmabeganhiscareerwiththefirmin2004aftergainingan

Latham & Watkins

Latham promotes Asia associatesWhile law firms around the world are cutting associates from the payroll, at least one has been on a promotionoverhaul.Latham&Watkinshaspromoted30attorneystopartnershipacrossitsglobalplatform.

InAsia,corporateattorneyRajivGuptahas beenpromotedtopartnerintheSingaporeofficewhileBenjaminSuandKuangHTangwillbecomecounselinthefirm’sHongKongandTokyo officesrespectively.

Gupta has been advising on corporate finance and generalsecuritiesdealsacrossSoutheastAsia,withafocusontheemergingmarketinIndia.“He…hasplayed a significant part in further developing our capital markets practice in the region, particularly inIndia,”saidthefirm’sSingaporecorporatechairMichaelSturrock.

Sujoinedthefirmin2005fromSimpsonThacher&Bartlett,whileTang’sexperienceinM&AundoubtedlyhasthefirmfocusingontheexpandingmarketinTokyo.

Lehman Brothers O’Melveny & Myers

Lehman Bros lawyer moves to Singapore AformerLehmanBrothersassistant general counsel, Jyotirmoy Banerjee,hasmovedbacktoprivatepractice,joiningO’Melveny&Myers’Singaporeofficeascounsel in the transactions and capitalmarketspractice.

Banerjee’sstintatLehmanBrotherswasasassistantgeneralcounsel and vice president in the equities legal division.HereturnstoprivatepracticehavingadvisedoncorporatetransactionsatShearman&Sterling’sNewYorkoffice.Hehasalsoworkedinthesolicitorgeneral’sofficeinNewDelhi.

His“unique”skillsset,saidHowardChao,partnerinchargeofO’Melveny’sAsiapractice,combinescorporateandprivatepracticeexperienceacrossWallStreettoSoutheastAsia,andisarealcoupforthefirm.Withtheaddition the firm hopes to capitalise on opportunities arisingfromtheSouthEastAsianmarkets.

BanerjeesaidthatthegrowingmarketsinAsiaandthepotentialuniqueopportunitiespromptedhismove.

Jyotirmoy Banerjee

DLA Piper K&L Gates

Piper at the Gates AformerDLAPiperconsultanthasmadethemovetoK&LGates,where he will become partner in the firm’sShanghaioffice.

CorporatelawyerLouisMengwill boost the firm’s corporate, M&AandsecuritiespracticeintheShanghaioffice,which louis Meng

James Wood

Chittranshi&Associates,RahulBeruarhasatrackrecordofhavingadvisedclientssuchasWarnerBros,Bloomsbury,CambridgeUniversityPressandvariousotherpublishersoncopyrightprotectioncasesinIndia.

“Copyright enforcement is the need of the time, as IndiahastohaveaviableIPR[intellectualpropertyrights]regimetosustainitsgrowth,”saidBeruar.

TheJKRowlingcaseinvolvedacopyrightbreachoftheHarryPotterseries,inalocalworktitledHarryPotterSamagra.

LLMfromtheUniversityofMelbourne.Asthefirm’scoordinator of patent prosecution works, he has also beenactiveintheAsianPatentAttorneysAssociation.

36



Linklaters MoFo

MoFo takes Linklaters’ managing partnerMorrison&FoersterhasscoopedLinklaters’ Tokyo office founder Tony Grundy to expand its global capitalmarketspractice.

Grundy will be based in the Tokyo office as partner and lead the firm’s capital markets practice to advise Japanese clients on Englishlaw.

“AddingleadingEnglish,USandlocalcapitalmarkets lawyers in all of the key financial centres is a strategicfocusforthefirm,”saidthefirm’schairmanKeith Wetmore, adding that the addition furthers the firm’sabilitytocapitaliseontheincreasedcross-borderworkbetweenEuropeandAsia,particularlyinJapan.

Grundy helped found the Tokyo office of Linklaters in1987,andforaperiodwasitsmanagingpartner.Hewillnowworkalongsidehis“mentor,sparringpartnerandlong-timefriend”,MoFoTokyomanagingpartner,FuyuoMitomi.

Bingham McCutchen Greenberg Traurig

Go for Greenberg Greenberg Traurig has boosted its numbers with the hire of corporatespecialistGoHashimotoas a shareholder and registered foreignlawyer.

Hashimotojoinsthefirm’scorporate and securities practice fromBinghamMcCutchen’sTokyooffice, where he spent five years advising clients on corporate restructuring and international commercial litigationtransactions.HewaspreviouslyaloanofficerwiththeJapanBankforInternationalCooperation.

Patton Boggs Dewey & LeBoeuf

Dewey bolsters new Doha office Dewey&LeBoeufhasfurthereditsMiddleEasternexpansionplansbysecuringtwoPattonBoggslawyersforitsnewDohaoffice,scheduledtoopennextyear.

PartnerWilliamCattanandseniorassociateJoannaAddisonwillrelocateoncetheofficeisoperating.Untilthen,CattanwillbebasedinDewey&LeBoeuf’sNew York office, while Addison will be at the firm’s Londonoffice.

BothlawyerswerebasedinQatarbeforethemove.Theyhavebeenhighlyactiveintheregion’sLPGindustry,workingaslegaladvisorsinQatarPetroleum’slegaldepartment.

TheywillworkwithpartnerKenFreelingwhowillbesupervisingthedevelopmentoftheofficefromQatar.

“We’reblendingtop-levelhireswithstrategicrelocationofhome-growntalentinthesekeyregions,”saidfirmchairmanStevenDavis.“Ourclients who operate in the region will benefit greatly fromour‘on-the-ground’presenceintheMENAregion’skeycommerciallocations.”

Freshfields

Freshfields refreshes Middle East presence FreshfieldshasbolstereditsMiddleEastpresencewiththerelocationofLondonpartnerDavidHigginstoitsDubaioffice.

Strengtheningthefirm’s50lawyer-strongregionalgroup,Higginswillco-headtheMiddleEastandNorth Africa corporate practice, including the firm’s officesinAbuDhabi,BahrainandDubaiandinSaudiArabia(throughalocalfirmassociation).

“TheMiddleEasthasforsometimeseenagrowinglevel of business activity and is expected to occupy an even more prominent role on the global stage in the yearstocome,”saidHiggins.Thefirm’skeyclientelearebasedintheregion,saidHiggins.“Thishastriggered huge demand for legal services and, in turn, substantial growth opportunities for those firms that canprovidetrulyinternationalsupport.”

various Shearman & Sterling

Shearman’s major Abu Dhabi haulShearman&Sterlinghasalmostdoubleditsnumbersin its Abu Dhabi office following the announcement of astringofpartnerandassociateadditions.

ThefirmistransferringthreeEurope-basedpartnerstotheAbuDhabioffice,includingLondon-basedM&ApartnerJamesComyntoarrivethismonth,Paris-basedcapitalmarketspartnerManuelOrillacmidway next year and London property partner Ian Nissetorelocatein2010.

The firm has also secured new additions for the office,includingICCDisputeResolutionServicesmarketingdirectorLaraHammoud,formerLinklatersseniorassociateKellyLiand11otherassociates.

The office, one of the first to open in Abu Dhabi, will seeitslawyernumberssignificantlyboostedfrom16to30.Thefirmsaidinastatementthattheadditionswerearesponsetomajorgrowthprospectsintheregion.

Heller Ehrman Winston Strawn

Winston Strawn takes on Heller Ehrman lawyers TheremainsofHellerEhrmancontinuetobepickedup.Recently,Winston&StrawnaddedHeller’sentireD.C.internationaltradegrouptothefirm’sWashingtonoffice.WinstonalsosaysitwillbeopeningupthreeofficesinAsia–inHongKong,Beijing,andShanghai–filledmostlywithformerHellerlawyers,pendingtheapprovaloftheChineseandHongKonggovernments.

SevenlawyersjoinWinston’sDCoffice.WilliamBarringer,ChristopherDunn,JamesDurling,andDanielPorteralljoinaspartners.ValerieEllisisofcounselandRossBidlingmaierandMatthewMcCullougharebothassociates.

“We are very pleased to have such talented lawyersjointhefirm,andexpectthemtobeagreatfitwithourcorepracticesandculture,”saidWinstonchairmanDanielWebbinastatement.

Anand & Anand Luthra & Luthra

Anand & Anand IP team leaves to join Luthra & Luthra AteamofIP&entertainmentlawyersfromIndianlawfirmAnand&Anandhaslefttounitewiththecompetition,joiningtheDelhiofficeofLuthra&Luthra.

PracticeleaderandpartnerAmeetDattabroughtassociatesMohitLahoty,HimanshuBagaiandThomas George with him to his new firm, adding a significantboosttotheLuthraIPpractice.

Dattacitedthecross-disciplinarycapabilitiesofLuthraasthereasonforthemove.

“We look forward to taking advantage of the great cross-disciplinarysynergiesthatarepresentatLuthra&Luthra,”hesaid.

Bingham McCutchen Squire Sanders

Another lawyer leaves Bingham for TokyoUS-basedlawfirmBinghamMcCutchenhaslostanotherlawyer.LitigatorMatthewEDigbyhasbeenscoopedupaspartnerbySquire,Sanders&Dempsey’sTokyooffice.

DigbyhaspreviouslyworkedwithSquireondefencecasesintheUS,saidStevenDoi,thefirm’sTokyomanagingpartner.

Go Hashimoto

It is expected that Digby will expand his TokyopracticewhilecontinuingtorepresentUS-basedclients.

ThemovefollowsformerBinghamMcCutchenlawyerGoHashimoto’sappointmenttotheTokyoofficeofGreenbergTraurig.

Conyers Dill & Pearman Harneys

Harneys adds to Hong Kong officeOffshorelawfirmHarneyWestwood&Riegels(Harneys)hascontinueditsexpansion–afteratieupwithCypriotfirmAristodemouLoizidesYiolitis&Co,thefirmhasappointedformerConyersDill&PearmanlawyerPaulLau.

Lauwillthebasedinthefirm’sHongKongofficeaspartnerinthecorporatepractice.AtConyers,LauhadspentfiveyearsintheBermudaofficebeforemovingtotheHongKongofficetoadviseclientsonfinance,M&Aandfundstransactions.HehasalsoworkedwithFreshfieldsandGE.

Tony Grundy

Mayer Brown JSM

Party of 27 at Mayer Brown AnotherfirmdefyingtheoddsisMayerBrownJSM,withtheelevationof27ofitslawyerstopartnership,includingfiveAsia-basedappointments–asuresignthat the firm has moved into its consolidation phase followingthemergerofJohnsonStokes&MastersandUS-basedbehemothMayerBrownearlierthisyear.

InHongKong,CindyAu,NicholasLongleyandDavidMallinsonwillbepromoted,whilethefirm’sVietnamoperationswillseetwonewpartners–Hanoi-basedMaiPhuongNguyenandHoChiMinhCity-basedDavidLimAu.Acrosstheglobe,thefirm raised five partners in Washington DC, four inChicago,threeinFrankfurtandNewYork,twoin London and Los Angeles, and one each in its Houston,PaloAltoandParisoffices.

http://www.aderant.com

38

NEws | regional update >>


Reg

ional

updat

es

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

CHINAPaul Weiss

PHILIPPINESSyCip Salazar Hernandez & Gatmaitan

MALAYSIATay & Partners

INDIASingh & Associates

INDONESIABT Partnership

SINGAPORELoo & Partners

transactions involving State-Invested Enterprises or State-Owned Assets may be cancelled due to “malicious collusion”, we suggest that parties:• Betransparentinalldiscussionsand

negotiations, and keep a full and contemporaneous record that can be produced as evidence;

• EnsurethevaluationofanyState-Owned Assets being acquired will stand up to close scrutiny by regulators; and

• Conductthoroughduediligenceintoonshore sellers and management, and consider the benefits that may flow through to management or their family, directly or indirectly, at the expense of benefits to the State. Legislators have informally

acknowledged that Article 72 creates uncertainty, and further guidance may eventually be forthcoming. Until then, once the Law becomes effective, caution must be exercised in such transactions.

Written by Peter Davies, associatePaul, Weiss, Rifkind, Wharton & Garrison

Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong Email: [email protected] Ph: (852) 2846-0377

In 1993, as Russian oligarchs snapped up valuable state assets at a discount, China’s legislators set out to draft laws to guard against the same happening in the PRC. Fifteen years and multiple redrafts on, the Enterprise State Assets Law (the “Law”) was passed on October 28 this year and is due to become effective on May 1 2009.

The Law sets out a comprehensive framework for the treatment and preservation of “State-Owned Assets”, defined widely as “the rights and interests derived by the state from its investment in various forms in any enterprise”, and extending to cover “State-Invested Enterprises”, i.e. enterprises owned or invested by the state. The Law also contains an array of regulations and punishments aimed at those managers of State-Owned Assets who may be tempted to exceed their powers or abuse their position for personal enrichment. However, while its purpose is more to preserve assets’ value than to prevent their sale, Article 72 of the Law raises serious issues for acquisitions involving State-Owned Assets or State-Invested Enterprises.

Article 72 applies to transfers of State-Owned Assets, and to other transactions that involve related persons of a State-Invested Enterprise. It provides that “malicious collusion” (a concept without a fixed definition) in such a transaction would render the transaction invalid if State-Owned Assets are harmed as a result. Although the prohibition of “malicious collusion” already exists under PRC contract law, its inclusion in the Law underlines the government’s determination to use all available measures to preserve the value of State-Owned Assets.

In order to minimize the risk that

CHINA

Malicious Collusion Prohibited

PHILIPPINES

As the country experiences an economic slump due to inflation and global financial crisis, the Bangko Sentral ng Pilipinas (BSP), the Philippine Central Bank, recently adopted Circular No. 632 mandating a cut of bank reserve requirements by two percentage points for all peso accounts.

The BSP’s latest attempt to address

Philippines: Reduction of Legal Reserves



inflation and stabilize prices of goods and services was in July 2005, when the institution raised the banks’ reserve requirement 21%. This was in the wake of tremendous pressure on the peso, which fell to Php56.28 against the dollar in one trading session. However, with the adoption of the aforementioned circular, analysts expect that a much-needed Php60 billion, more or less, will be released into the financial system.

As the central monetary authority in the country, the BSP is vested with the power to adopt policies, which may involve alteration of the economy’s monetary supply to stabilize aggregate output, employment and price levels. Monetary policies may mean two things – increase money supply during recession to stimulate spending (expansionary monetary policy) or restrict it during inflation to curtail spending (contractionary monetary policy). By controlling the supply of money, taking into consideration the law of supply and demand, BSP is able to exert some influence on the prices of goods and services.

Among the basic tools of monetary policy is BSP’s control over the reserve requirements imposed upon banking institutions. In a nutshell, this policy requires banks to maintain reserves against their deposit and deposit substitute liabilities in the form of deposits with the BSP. Following the contractionary policy, where there is a need to reduce the public’s purchasing power, required reserves shall be increased. In so doing, money actually held by banks and made available for lending to the public shall decrease thereby reducing money in circulation. This, in turn, lowers aggregate demand, which could eventually temper inflation pressures in the domestic economy. On the other hand, to fight economic depression and encourage economic activities, bank reserves shall be reduced resulting to an increase in funds ready for lending by banks, an increase in aggregate demand, which in the long run could fuel inflation pressures in the domestic economy.

Sir Isaac Newton once explained the law of inertia in this wise: ‘a body continues in a state of rest or of uniform motion unless it is acted upon by an external (unbalanced) force.’ In the same vein, Philippine economy will continue to roll

Measures to address impact of global

economic slowdown on Malaysia’s trade and

industry

MALAYSIA

The Ministry of International Trade and Industry (“MITI”) recently announced certain measures to mitigate the impact of the world economic slowdown arising from the financial crisis that started in US, on Malaysia’s trade and industry.

To stimulate and facilitate investment in the manufacturing sector, the manufacturing licence requirement will be further liberalised. Presently, a manufacturing licence is required under the Industrial Co-ordination Act 1975 for manufacturing companies with a minimum shareholders’ fund of RM2.5 million or employing 75 or more full time employees. Effective 1 December 2008, manufacturing licence will be granted automatically except for activities related to security, safety, health, environment and religious considerations. The licences will be granted without the need for renewal and the licence fee has also been abolished effective 1 June 2008.

Further, import duty on raw materials and intermediate goods to be used for local manufacturing activities will be fully exempted to reduce the cost of doing business in the manufacturing and construction industries. The exemption covers 438 product lines including iron, steel, petrochemicals, chemicals, machinery and equipment. Exemption for other products will be considered if the material will reduce production cost, is not manufactured locally and has no substitution effect and has been given protection for a long period.

To further liberalise manufacturing related services sector, the Malaysian government is also contemplating allowing regional distribution centers to source raw materials/ parts/ components from any party as opposed to only from related companies and for international procurement centres to have a manufacturing operation either in Malaysia or outside Malaysia.

To facilitate and intensify trading/ business activities, approval for operation of Representative Offices/ Regional Offices will be granted for 5 years as opposed to the current 3 years.

Other measures include the full utilization of AFTA and other free trade agreements which Malaysia has implemented, intensifying investment and trade promotion activities including joint collaboration efforts with the private sector in overseas trade promotion activities, expanding the grant for SME business start up to purchase of office and business related equipments and reviewing business licenses and fees by local authorities to reduce the costs of and accelerate the start up of SMEs businesses.

Written by Ng Pek Wan Senior Associate

Tay & Partners 6th Floor, Plaza See Hoy Chan Jalan Raja Chulan 50200 Kuala Lumpur, Malaysia Tel: +603 - 2050 1888 DID : +603-2050 1968 Fax: +603 - 2031 8618 Email: [email protected]

downhill unless an external force is exerted to thwart the same. The policy providing for a reduced reserve requirement is a force necessary to boost economic activity in the Philippines.

Written by Barbra Jill B. Clara, Associate

Sycip Salazar Hernandez and Gatmaitan SSHG Law Centre, 105 Paseo de Roxas Makati City, Manila, Philippines Tel: +63-2-817-98-11 Fax: +63-2-817-38-96 E-mail: [email protected], [email protected] Website: www.syciplaw.com

40



and supervisory bodies, no longer as business partners. The GoI is capable to grant or revoke business permits until production operational permits, if investors failed to comply with requirements from the prohibition to transfer or assign the permits and annual payment calculated from the coal mining companies net profits since the operation, up to a clear divestment sanction to PT. PMA foreign shareholding at the latest 5 years after production. In this new law, generally there will be no Coal Contract of Work required to govern the rights of GoI and the investors need to adjust their contract with these statutory provisions, although further implementing regulation must be issued soonest to avoid conflict with the current Coal Business Guide exercised in Indonesia since 1967 that shall be refreshed herein below.

Pursuant to existing Mining Law (Law No. 11/1967) in conjunction with Investment Guideline (Decree of Chairman of Indonesian Investment Coordinating Agency No. 57/SK/2004), coal mining activities in Indonesia i.e. exploration, development and production of coal from mining areas can still be conducted through: (i) Coal Contract of Work (Perjanjian Karya Pengusahaan Pertambangan Batubara – “PKP2B” or “CCoW”), and (ii) Mining Authorisation (Kuasa Pertambangan or “KP”) schemes.

Foreign investors intend to conduct coal mining business must form a foreign investment limited liability company dedicated to perform business activities in coal mining industry (“PT. PMA”) or alternatively could purchase shares of already established PT. PMA subject to the provision concerning the transfer of shares and/or acquisition under Company Law (Law No. 40/2007). To establish the PT. PMA, the foreign investors must first obtain investment approval from Indonesian Investment Coordinating Agency.

The rights and obligations of such PT. PMA shall be regulated in the CCoW signed with the GoI.

Minister of Energy and Mineral Resources Decree No. 1614/2004 stipulates the procedures for PT. PMA to apply for CCoW summarize as follows : •Fillingtheapplicationforminingareareservation to the Minister ;•upontheapproval,thePT.PMAmustapply for CCoW to Director General of Mining or the local authority depending to the mining area reserved for them in order to obtain the principle approval ;

market will have the opportunity to present their case before the Disciplinary Committee.

segregation Of Penalties Collected The monies collected from the revised penalty framework will be channeled to a segregated account. They do not add to SGX’s revenues, and will be used towards funding or educational initiatives for market participants.

Proposed Amendments to CDP Clearing RulesThe penalty framework proposal will be implemented under the CDP Clearing Rules. SGX is also seeking feedback on the proposed amendments to the rules.

Written by Ms Lee How Fen and Ms Eng Hui Ting

Ms Lee How FenForeign Counsel,Legal Associate (Corporate Practice)Ph: (65) 6322-2205Fax: (65) 6534-0833E-mail: [email protected]

and

By Ms Eng Hui TingCorporate Finance Executive Ph: (65) 6322-2237 Fax: (65) 6534-0833 E-mail: [email protected]

Loo & Partners LLP 88 Amoy Street, Level Three Singapore 069907

Singapore Exchange (“SGX”) has issued a consultation paper seeking public feedback on the proposed permanent penalty framework for non-delivery of securities. For readers who are keen to read more on the proposed framework, the same may be accessed from SGX’s website at www.sgx.com.sg. This is preceded by the implementations of SGX on 22 September 2008 to prevent settlement failures of securities and abusive naked short-selling. Short-selling is the sale of securities or commodity futures not owned by the seller (who hopes to buy them back later at a lower price).

The non-delivery of securities occurs when a market participant fails to deliver the sold-amount of securities by the settlement date. The proposed tiered penalty framework aims to penalise when settlement procedures are abused. The integrity of the securities settlement system and exposed settlement risks to CDP could be minimized with the proposal being implemented.

A proposed penalty of the higher of 5 per cent of the value of a failed trade or $1,000 has been suggested by SGX. Market participants affected by the interruptions may lodge an appeal with SGX through their broker.

Appeal ProcessAppeals could be submitted by market participants to SGX in cases of non-delivery of securities, with genuine mistakes or other valid reasons being cited. Each of the appeals is considered individually for the waiver of penalties under existing arrangements. Similarly, participants who have been referred to the Disciplinary Committee for the failure to deliver in the buying-in

SGX seeks public comments on proposed penalty framework for

non-delivery of securities

SINGAPORE

During the last 3,5 years, coal mining investors placed their eyes and ears to the discussion took place between the Government of Indonesia (GoI) and the House of Representatives affecting their business interest from the exploration and exploitation activities in rich mining areas, famoust for their high calories. The long await finally resulted in the release of new Law on Mineral, Energy and Coal that has repositioned, GoI accordingly as regulatory

Coal Energy Business Guide

INDONESIA



•uponissuanceoftheprincipleapproval,the PT. PMA must apply for SIPP (or Pre Exploration Permit).

GoI has limited the foreign ownership in the PT. PMA to be maximum 95% while the remaining 5% must be owned by Indonesian citizen and/or Indonesian owned entity. Any future transfer of shares and addition of authorized capital should not result to Indonesian shareholder owns less than 5%.

In this regard, Investment Law (Law No. 25/2007) stipulates several investment facilities for PT. PMA who expand their business or undertake new investment in Coal Energy business as follows :•Exemptionfromorreductionofimportduty on the import of capital goods, supporting material for production in a certain period of time and subject to certain requirements;•ExemptionfromorsuspensionofVATon the import of capital goods, or other production equipment that cannot be domestically produced;•Accelerateddepreciationoramortization,and in addition, GoI also grants facilitated services and/or licensing to obtain :•rightsoverlandassociatedwiththepermitted mining areas•immigrationservicefacilities;and•importservicefacilities.

Written by Tyana Asri Martianti

BRI Tower II, 19th Floor Jl. Jend. Sudirman No.45 Jakarta 10210 Indonesia Tel. 62 21 5700 777 Fax. 62 21 5700 877 Email : [email protected] Web : http//www.btpartnership.com

LLPs – Taxation Issues

The Limited Liability Partnership Bill, 2008 (Bill) seeks to bridge the gap in the existing laws governing prevalent business structures in India, namely

INDIA

Companies, Proprietorships and Partnerships, in order to enable flexibility and high growth in the service sector especially that relate to the professionals.

But the aspect of tax treatment of Limited Liability Partnership (LLP) remains an area of uncertainty, since the Bill states that the LLP will be treated as a firm as defined under the Income Tax Act 1961 for the purpose of taxation; from this the following two implications follow:

1. The LLP will pay tax on its profits after deduction of business expenditure, salaries and interest paid to the partners. Partners will be liable to pay tax on salary and interest receipts, whereas the share in profits is exempt; OR

2. The LLP will have a Pass through Status as the partners will be liable to pay tax on share of LLP’s profits received in their hands.

Of the above two options the second option appears to be more logical and acceptable on account of the following two reasons:

i. Only the LLP partners should be subject to tax and not the LLP itself;

ii. The partners of the LLP will be subject to Income Tax in respect of their share of profits received by them.

This is, however, contrary to the system of taxation of firms under the Income Tax Act, 1961 (Act). For e.g., presently, under the Act, a partnership firm pays tax on its profits after deduction of business expenditure, salaries and interest to partners. Partners are then taxed on their salary and interest, whereas, their shares in the profits in the firm are exempt. Firms are not exempt from tax.

As per the First Schedule of the Bill, no partner of the LLP shall be entitled to remuneration for acting in the business or management. This, of course will apply only if there is no requirement regarding remuneration in the agreement constituting LLP. Hence, if no remuneration is to be paid, its allowance in the hands of LLP and taxation in the hands of the partners shall not arise. However, practically it is difficult that a partner working as working partners and they will not get any salary or commission for their works.

As per the Bill, on one hand there is application of current provisions of the Act related with the taxation of the firm, and on the other hand LLP is not liable

for tax, rather its partners are liable for taxation; which will create controversy at the time of practical application of law.

Some of the other accounting issues related with LLPs are as follows:

1. Capital gains tax Liability - It is not clear whether the partners contributing assets towards the Capital at the time of formation of LLP or receiving their share of capital and accumulated profits on transfer of their share, what will be the mode of valuation of assets for income tax purpose and who will pay the capital gains tax on transfer of the assets of a partnership or a private limited company or an unlisted company, upon their conversion into the LLP.

2. Stamp Duty Liability on transfer of the Assets - Whether the assets transferred by a partnership or private limited company or an unlisted company at the time of their conversion into LLP or in the event of their merger or amalgamation will suffer the Stamp Duty on the book value of assets.

3. The Bill provides that contributions made by the partners are in form of money or intangible assets. Now the ambiguity remains that how it shall be disclosed in the books of account and what shall be the methodology for the valuation of assets; this will create problems at the time of practical application of law.

Therefore, it is necessary to make suitable changes in the provisions of the Act because taxation is one the major incentive other than limited liability for the partners in the LLP.

Written By Mr Manoj K Singh (Managing Partner) and Mr. Harsimran Singh (Associate)

For more information, please contact:- Singh & Associates, Advocates and Solicitors N-30, Malviya Nagar, New Delhi-110017 Ph: 91-11-26680927, 26687993, 26680331 Fax: 91-11-26682883 Website: www.singhassociates.in Email: [email protected]

CHINA

SE ASIA

AUSTRALASIA

JAPAN

HoNg KoNg

JAPAN’s LEADING LEGAL EVENT OF THE YEAR

The fifth annual ALB Japan Law Awards will be held on 28 May 2009 in Tokyo. This extravagant, black tie gala event is the most highly regarded platform for recognising success and achievement in the legal industry. The awards will deliver the most comprehensive view of players in Japanese legal services. Submissions for Deal of the Year, Law Firm of the Year and in-house legal categories are now open and due prior end January 2009. Contact our dedicated ALB Awards team for more information about making a submission or to join in celebrating the excellence of Japan’s legal industry.

For information about submission:Iris Ma Email: [email protected]: +852 2815 5988

In-HouSe TeAM CATegorIeSZensho Award In-House Team of the Year

Japan In-House Lawyer of the Year

Banking & Financial Services In-House Team of the Year

International Investment Bank In-House Team of the Year

Trading Company In-House Team of the Year

TMT In-House Team of the Year

Japanese Investment Bank In-House Team of the Year

DeAL CATegorIeSreal estate Deal of the Year

Technology & Telecommunications Deal of the Year

Securitisation Deal of the Year

Structured Finance Deal of the Year

Debt Market Deal of the Year

equity Market Deal of the Year

M&A Deal of the Year

International Deal Team of the Year

Japanese Deal Team of the Year

International Dealmaker of the Year

Japanese Dealmaker of the Year

Japan Deal of the Year

Japanese Deal Firm of the Year

The Ritz-Carlton Tokyo – 28 May 2009

http://www.albawards.com

LAw FIrM CATegorIeSDispute resolution Law Firm of the Year

Insolvency Law Firm of the Year

IP Law Firm of the Year

offshore Law Firm of the Year

osaka Law Firm of the Year

Lifetime Achievement Award

Official publication Another event organized by

ALBASIAN LEGAL BUSINESS

Awards Sponsor

Shanghai InhouseCounsel Forum

Indian Corporate Counsel Association


For sponsorship opportunities: Amanda Ho Email: [email protected]: +852 3520 1359

For general inquiries:Dara Yam Email: [email protected]: +852 2815 5988

submissions

Close:

30 January 2009

http://www.albawards.com

44 Asian Legal Business ISSUE 9.1

T he dust has well and truly settled on what has been, by even the most conservative of

measures, a tumultuous year. We have seen economies the world

over – paragons of free market capitalism – capitulate, stock markets in free fall, corporate icons like Lehman Brothers, WaMu, Freddie Mac and Fannie Mae collapse under the weight of their own business models, and the greatest economic slump in living memory.

Legal markets haven’t escaped lightly, either.

Pillars of the legal community such as Heller Ehrman and Thelen have gone and plenty more are experiencing serious discomfort – and this is not to mention the countless numbers of lawyers laid off around the globe.

But there is no defeatist talk in Asia. Its markets remain relatively ebullient, brazen even, and its legal markets even more so.

Law firms continue to go about business as usual, continue with their expansion and diversification plans, and

continue to hire despite the inclement economic conditions.

The law firms on the ALB Watchlist epitomise this approach.

All of these firms – the 10 firms to watch in ’09 – have managed to balance the often-competing concerns of ambition, risk and growth with pragmatism; they have identified their niches and discovered that which separates them from the rest.

They are very much aware of the ‘x-factor’, that elusive element which all strive to harness but few grasp. It is somewhat intangible and at times seemingly indefinable – it cannot be reduced to simple calculations of headcount or number of offices.

If we use their 2008 form as an indication, these firms are set to achieve bigger and better things in ’09.

Whether it is pioneering new practice areas or management techniques, striking tie-ups, mergers, alliances, closing the big deals or poaching partners from their rivals, watch for these firms to dictate the play in the year ahead.

Seeking the ‘x-factor’Some firms will make the headlines in 2009, but not all will make them as regularly as the firms on the ALB Watchlist. ALB sat down with partners at each of these firms to discuss how they plan to meet their ambitious goals for 2009, and the sectors and locations they will be targeting

FEaTuRE | ALB Watchlist >>


Game plan: the strategy for ‘09Ask a law firm to summarise its grand plan, business strategy or corporate goals, and chances are it will offer an “empty” definition. That is, rather than identifying what the plan is, it will tell you what it is not.

A sign of the uncertain times in which we live or simply a sign of the inertia that has for so long typified this conservative profession?

All the lawyers interviewed by ALB note that an ad hoc approach to business planning is a pitfall in more ways than one: in addition to the possibility that it could lead to strategic direction problems, it could also strip firms of the vital yardstick that allows them to weigh achievements against goals and targets – impairing their ability to mount the challenge for market share.

*Firms listed in alphabetical order**Operates in association with Edwards Angell Palmer & Dodge (EAPD)

Firm name

Home jurisdiction

No. of offices worldwide

Established

Bird & Bird UK 20 1846

Cains IsleofMan 3 c.1900

Harney Westwood & Reigels

BritishVirginIslands

5 1960

Jin Mao Partners China 2 2008

Jisung Horizon Korea 3 2008

Lister Swartz** HongKong 1 2008

Navin & Co Singapore 1 2007

Nishith Desai & Associates

India 3 1984

Phoenix Legal India 2 2008

V&T Law Firm China 3 2007

10 firms to watch in ’09*

“With our firm structure now in place, and the strength of an international network behind us, we are poised to grow in Asia and I’m excited by the opportunities we have”

mArTin lisTer, lisTer swArTz/eAPd



Michael Gagie, the head of Harney Westwood & Reigels’ Hong Kong operations, explains. “The need to set clear goals – developing a business plan and incorporating within that lofty, yet attainable goals – is probably one of the most important elements for success in Asia,” Gagie says.

“This is certainly one market where there are plenty of opportunities, but also plenty of challenges. As in all markets, you need to be aware and mindful of local customs, the business culture and the importance of having local language capability.”

Mike Edwards, a director of Cains in Singapore, agrees, relating this point to his firm’s entrance into the Singapore market last year.

“When we were thinking about entering Asia, we had a blank sheet of paper and three choices: the Middle East, Hong Kong or Singapore,” he says. “When Singapore was chosen, we were acutely aware of the need to set targets for our new office; we knew we just could not rest on the fact that we were the only Isle of Man law firm in Singapore for success.

“The way we set up in Singapore means that we have an office there that can stand on its own two feet – our plan, like some others, was not to set up an office with a view to referring work back to Europe.”

But it’s not just something limited to offshore law firms. Abhishek Saxena, a founding partner of Indian firm Phoenix Legal, says the need for a cogent, comprehensive plan is even more important for firms that are starting out.

“As a firm that’s new in the market, we knew we had to have a solid idea of what we wanted our firm to be very early on – an organisation obsessively focused on client service of the highest standard and the growth of its people. It helped that our partners were all on the same plane – we were all very familiar with each other, we all had a common vision. This is, and will remain, our cardinal organisational principle.”

Phoenix Legal opened its doors in late 2008 and was formed by a breakaway contingent of three partners from Indian firm Trilegal (Saxena, Saket Shukla and Sawant Singh) and a Kochhar & Co banking partner (Manjula Chawla).

Martin Lister, a principal at Lister Swartz (which operates in Hong Kong in association with trans-Atlantic firm Edwards Angell Palmer & Dodge (EAPD)), notes that establishing such a plan is the first essential ingredient in mounting a new-year challenge.

“We want to be the ‘go-to’ firm for non-contentious insurance corporate and regulatory matters in Hong Kong, which I believe is an achievable target given the depth of our global insurance practice,” says Lister.

“We’re not opening in Hong Kong just to sit on our hands. We have a central management plan and that will direct our strategy in the short term.”

However, while Lister and others agree that having such a plan and sticking to it is vitally important, they also suggest that there is a need to be flexible in one’s approach to business planning from issues such as being selective in choosing one’s potential targets right down to the way lawyers tackle legal issues.

Lister explains: “We had always intended to open an office in Hong Kong. “What we did was look at various models: a greenfield approach, bolting on my practice to a large firm, or a smaller firm option where we would identify a successful practice and merge with it.

“In the end, we opted for the last as a foundation on which we could build.”

The establishment of EAPD in Hong Kong involved the merger of Lister’s insurance regulatory practice with Swartz Solicitors, a sole practitioner firm, to form Lister Swartz. According to Lister, this approach has afforded the firm a great deal more flexibility in terms of both strategic direction and

“In 2009, we will be looking to hire people laterally, people who will come with passion and go with passion, if at all”

nishiTh desAi, nishiTh desAi & AssociATes



business planning. Navinder Singh, founding partner of

boutique shipping practice Navin & Co in Singapore, agrees. “Being a compact practice, we give our clients direct and personalised access to the partners’ combined experience of 25 years.”

“Being flexible isn’t all about size,” argues Matthew Laight, the Greater China managing partner at Bird & Bird. “Flexibility, especially in the current climate, means being able to offer clients different solutions to problems; solutions which may not have been previously considered.”

For Nishith Desai, managing partner of Nishith Desai & Associates, flexibility and innovation are inextricably linked: “Innovation breeds flexibility. Building an innovative mindset is the way that smaller players can challenge the larger players in the market. Innovation is a global mindset;

“Our strong team of partners working

across four offices in Asia are developing

innovative services and fee structures that are

designed to save costs for clients”

mATThew lAighT, Bird & Bird

“In 2009, we will be looking for more

high-calibre people to join us. When the IPO

market comes back, we want to compete for the

headline transactions” michAel gAgie, hArney

wesTwood & reigels

it’s something that can cross borders.”

leveraging location“Things are not easy at the moment,” says Zhang Zhi, a founding partner at Chinese firm V&T. “But in many ways it’s not as tough as the situation confronting lawyers in the West. It has been said that it’s a good time to be a lawyer in China, and I have to agree.”

A good time to be a lawyer in Asia, in fact, a point on which the lawyers interviewed for this article concur.

“People have been talking about the rise of Asia as a sort of bloc for a while, now,” says Gagie. “The economic troubles in Europe and the US have only served to focus people’s attention more on Asia, looking to it as a sort of saviour. This should benefit lawyers when things bounce back but, as always, it’s more easily said than done.”

It is not simply a case of setting up shop in Asia and bringing lawyers on board, according to Gagie, or ‘going on undirected growth’, as Desai notes. To succeed, firms must leverage a number of factors: location; technical knowledge and industry expertise; the age-old issue of client care; and, in some cases, their home jurisdiction.

The latter is arguably most important to offshore law firms.

Edwards, whose firm advises on Isle of Man (IOM) law to its Asian clients, explains. “The IOM is not a particularly well-known jurisdiction in Asia at the moment. It has definitely been a well-kept secret, but it is a leading international financial centre.”

“The IOM’s profile has been raised significantly by our entrance into Singapore, but we have something of an extended role to play here. Not only do we have to sell ourselves and develop our brand; we also have to promote our home jurisdiction.”

“People have talked about the rise of Asia for some time,” says Gagie. “The economic troubles in Europe and the US have only served to focus people’s attention more on Asia, looking to it

48



as a potential source of growth in an otherwise recessionary market.

“This should benefit lawyers when things bounce back, but it’s hard for anyone to predict – outside of a very quiet first quarter – what the economic landscape of 2009 will look like.

“The most exciting thing for us is our opening in Cayman. There is a new generation of wealth generators coming out of BRIC countries [Brazil, Russia, India, China] and a large percentage of them are choosing to incorporate their businesses in either BVI or Cayman.

“BVI still remains the largest offshore domicile in the world but Cayman has long been held out as the first choice offshore domicile for investment funds.

“The ability to be able to offer our clients seamless advice covering both jurisdictions is a tremendous boost for our practice and will enable us to compete more effectively in the marketplace.”

Being opportunistic but patientThere is a measure of opportunism in the approach taken by each of the firms listed in the ALB Watchlist. Identifying market niches, finding gaps and establishing a presence within them are all essential ingredients in achieving that thing known as the ‘x-factor’.

Being a step ahead of the competition is identified by Zhang as equally important, especially in a legal market as heated as China.

“You really have to be a full-service firm to compete in China; there is little space or demand for specialists here,” Zhang says. “But what we saw was that there was a need to not only service the big centres in China, but the emerging ones as well – areas such as Shenzhen where people are on the up, growing their business, and they realise there is a need for strong legal protection. Being first into areas like this is so important – it helps you get to the top.”

While the short-term success is

tangible for domestic firms, however, success is a work in progress for international firms. For those which are just starting out, patience is a cardinal virtue. “China and, I would probably say, all of Asia, is a long-term play,” says Laight.

Bird & Bird not only brought onboard a number of high profile recruits in the second half of 2008; it also opened its second mainland China office in Shanghai and finalised a lucrative global association with Singaporean firm Alban Tay Mahtani & de Silva (ATMD).

“Our association with ATMD rounds off our presence in Asia very nicely. Being in Singapore, a key regional hub, gives us an ideal platform for future growth,” Laight explains.

Indeed, all of the firms profiled here pursued similar expansionist policies in 2008: Navin & Co struck a regional alliance with Hugh Frazer International; Jisung and Horizon Law Offices merged to form Jisung Horizon; V&T subsumed three smaller Chinese firms, as did Jin Mao Partners; Harneys, Cains and Nishith Desai all opened new offices; and Lister Swartz and Phoenix Legal started operations.

But it is not all about growth through setting up offices everywhere, says Laight. “Some firms may take the view that you should open a large number of offices and build your reputation by having lots of flags in the ground – that’s not the key, now.”

Then, what is the key? According to Desai, firms should

lean on a ‘green’ parlance for guidance: “Thinking sustainable and developing a sustainable growth model is the key – becoming sustainable and using your surroundings, your environmental conditions, well.”

Saxena knows about the latter all too well, having branched out in the midst of less than favourable economic conditions. Notwithstanding, he, like many other lawyers in the region, is counting on external stimuli for growth.

“The Chinese legal market is so competitive, to lead you must have the full-service capacity. We have this; we are ready to challenge the bigger firms in the market”

zhAng zhi, V&T



“The India story is what we are banking on,” he says. “The strength of India, and our core competencies, will push us forward into the future and we will use this to our advantage.”

While riding on the growth potential of one’s location is vitally important, all ’09 Watchlist lawyers agree that the changes in client behaviour and expectations that are being catalysed by the current economic slowdown are an area of untapped possibility that presents lawyers with boundless opportunities to grow, to challenge the larger players in the market and poach more blue-chip clients.

Desai and Saxena both cite an unmistakable shift in corporate India’s attitudes to the legal profession, a shift which heralds a much broader role for lawyers in the country.

“When I started my career, there

were few good transactional lawyers in India. A litigating lawyer usually doubled as a corporate lawyer and it’s fair to say that Indian clients were generally not accustomed to using them for their corporate work and interacted with them as little as possible,” says Saxena. “Now, the situation has almost reversed. Indian clients see the value that lawyers can add to their operations.”

Desai observes: “The rise of India has effected a change in clients. Lawyers are now called on to do things which they may not have had to do before – to be more market-knowledge oriented, give commercially sound advice and tap their industry specific knowledge more closely.”

A trend by no means confined to India, China or even Asia but one which if mastered, will bring firms success. ALB

“In 2009, we will establish our footprint in Asia

through our market. It will be a testing time for everyone, but our focus

will be on developing our practice in Asia”

miKe edwArds, cAins

http://www.harneys.com

50

FEaTuRE | banking & finance >>


Exuberant is not quite the right word. One should never be overly enthusiastic about a dramatic rise in insolvencies. But the

great thing about the legal industry has always been its resilience in tough economic times. Banking & finance practices have copped a battering this year. The worst-affected lawyers have been left wondering whence – and indeed when – their next pay cheque will come. Major firms have collapsed. But there is a measure of balance. As banking & finance partners ponder the loss of staple work, they can take comfort that the wheels are

still spinning in restructuring and insolvency teams.

Banking & finance: the general pictureWhile markets have changed dramatically in the past three months, Andrew Lockhart, head of Baker & McKenzie’s global banking & finance practice group, says the full impact is yet to be felt on Asian economies. “Obviously, the traditional bank lending work and the syndicated

lending market has slowed down,” he says, “but like many firms, we picked up a share of the Lehman Brothers insolvency/close-out work.”

One area Lockhart says is still running reasonably well is asset finance, nevertheless noting the “lag factor” for such projects – for example, his firm is at present working on the financing of aircraft which were ordered three or four years ago.

Project finance is expected to remain strong because of an enduring demand for infrastructure. “Many projects in this region are backed by governments and sovereign entities, so they tend

The sun never sets on a diversified legal empire. As skies darken over capital markets practices, restructuring and insolvency practices provide the silver lining to the gathering clouds

Andrew lockhart, Baker & McKenzie

Return of thedarkside



to be more bankable,” says Lockhart. “We’ve already seen a large stimulus package from China and another package from Hong Kong directed at small- and medium-sized enterprises, and one would assume that stimulus packages from other Asian governments won’t be very far off.”

Lockhart is not writing off M&A either: “Banking and financial institution M&A is an area we think will be big – we’ve already had some work from clients and there’s a strong potential for further work.”

Jones Day partner Simon Powell agrees, commenting that insolvency

and M&A often go hand in hand: “It’s early days yet, but we can expect to see more assets up for sale and the hedge funds and vulture funds becoming more active.”

One struggling area is capital markets, but Loo Choon Chiaw, managing partner of Loo & Partners, says that the drop in IPO work may be partially offset by a rise in other related areas: “Controlling shareholders of listed companies who are facing financial problems are now more keen to dispose of their equity stake,” he says. “Work relating to RTOs may thus increase. With the decline of share prices, more shareholders of listed companies may find it worth their while to delist their listed vehicles, and voluntary delisting or privatisation work would thereby increase. Also, with the crisis and increase in corporate failures, more regulations may be introduced by the relevant authorities and corporate governance and compliance work would increase.”

Capital markets: india perspectiveGiven that capitals markets are not exactly flourishing at the moment, it came as a surprise when Clifford Chance recently announced the establishment of a dedicated team of lawyers in its Singapore office focusing primarily on capital markets transactions in the Indian market. It emerged that the firm originally came up with the concept in September when the Indian markets were looking more healthy, but partner Rahul

Guptan says that the firm continues to regard Indian capital markets as an important strategic space. Clifford Chance is prepared to weather a few months of uncertainty in order to pursue this long-term investment.

“Prior to the current market turmoil, the Indian companies all had huge expansion plans, driven by domestic demand in areas such as infrastructure, power plants and real estate” says Guptan. “That demand hasn’t gone away and you can’t just shelve these sorts of plans for long periods of time. So the demand for capital is still there.”

Guptan says that in September there were a number of IPOs in the pipeline, each attempting to raise upwards of US$1bn. The plans were subsequently put on hold following the dramatic economic events of October. “These companies probably can’t realistically pursue capital raising on that scale, but they still need capital. So once economic certainty returns, it’s likely that we’ll see the IPOs return, albeit on a more moderate scale.”

The economic climate will mean that firms will need to devise more innovative methods of raising capital for their clients.

“For example, alternative options such as non-voting equity may become more prevalent,” says Guptan. “But if the economic uncertainty continues, only those with a proven track record will have much success with raising capital. In that scenario, we’d see more private equity-type deals and mezzanine financing.”

The other space to watch, according to Guptan, is the Indian foreign bonds market. “There are a lot of convertible bonds that come up for redemption between 2009 and 2011. We’re already starting to see companies looking at the restructuring of convertible bonds in order to avoid redemption pressure.

It’s an area that we think will be fairly active.”

The Indian fiscal budget is due in February and Guptan is expecting to see further economic stimulus from the government. “Based on past history,

loo Choon Chiaw, loo & Partners

“This time around, we’re seeing the core business itself in trouble, usually because demand for products has dropped as a result of the economic recession in the US and Europe”

sTePhen eno, BAKer & mcKenzie

Cont. p54

52



Global Financial Tsunami and Beyond: Q&A with Loo Choon Chiaw; Loo & Partners LLP

AlB: Are the capital markets in Asia dead?LooChoonChiaw:Myanswerisanemphatic‘NO’.The genesis of the present global financial meltdown canbetracedbacktoAugust2007,whentheUSsubprimemortgagemarketcollapsed.EventhecurrentcapitalmarketsintheUS,whicharebadlyhit by one crisis after another, the latest relates to the uncertainty of the proposed bailout of the auto industry, and the possible collapse of General Motors,FordandChryslershouldthebailoutplanfailtobeapprovedbytheUSCongress,arebynomeansdead.Figuratively,theyareseriouslywounded.Theinjury,thoughserioushasnotbeenfatal.WhilethegeneraleconomyofAsiahasbeenadversely affected by the global downturn, in a relative sense, the wound inflicted on Asia has not beenassevereasthatinflictedontheUS.Thereiscertainlynosignofanyburial-serviceconcerningtheAsia financial markets as of now, or in my opinion, withintheforeseeablefuture.

Loo & Partners LLP 88 Amoy Street Level Three Singapore 069907 Tel : (65) 6322-2288 Fax : (65) 6534-0833 Email : [email protected] 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.

AlB: As you have personally experienced and witnessed the last Asian financial crisis, can you share your thoughts on that crisis?LCC:Asmanyofuswillrecall,theAsianfinancialcrisiswhichstartedinmid-1997wasinitiallytriggered off by a drastic fall in the value of Thai baht, soon thereafter, the problems spreaded like wildfiretoIndonesia,Malaysia,thePhilippines,SouthKoreaandtherestofAsia,andevenbeyondAsiatoRussiaandBrazil!AftertheAsianfinancialcrisis, the Asian countries in general took serious stepstoimprovetheirfinancialsystems.Withtherecovery of the general economy, the Asian countries also managed to gradually build up stronger foreign exchangereserves.

AlB: As you have said, one of the legacies of the Asian financial crisis last decade was that many countries in the region had built up strong foreign exchange reserves. in your opinion, what actions will the Asian countries take, in reliance of their strong reserves, to prop up their economies in the next few months?LCC:TheactionwhicheachcountrywithinAsiamay take, or more accurately, has taken, to address the present global downturn varied from country to countryinthelightofitsuniquedomesticsituation.Therecanbenogeneralisation.Themeasuresadoptedhavebeenasalikeaschalkandcheese.Forinstance,thePRC,arelativelyclosedeconomywithapopulationofapproximately1.3billion,hasannounced that it will loosen its credit conditions, reduceitstaxesandembarkonamassiveRMB4trillion stimulus infrastructure building package, which will be spent over the next two years, to boost domestic demand in key areas, such as low-incomehousing,ruralinfrastructure,water,electricity, transportation, technological innovation etc.Incontrast,apackagetostimulatedomesticconsumptionwouldnotworkinSingapore,atinycity-statewithapopulationofapproximately4million, and an open economy with an estimated 60centsofeverydollarspentdomesticallyleakingoutofthedomesticeconomy.Instead,SingaporehasannouncedthatitwillutiliseitsS$2.9billionpackagetohelpitsworkerstokeeptheirjobs,toupgrade their skill sets, to reduce business costs in general, and to assume part of the credit risks of the bankswhentheylendmoneytobusinesses.

loo Choon Chiaw

Banking & Finance Q&A



Global Financial Tsunami and Beyond: Q&A with Loo Choon Chiaw; Loo & Partners LLPAlB: Are shariah-compliant financial instruments the key to weathering the credit crisis? LCC:IslamicbankingactivitiesarebankingactivitieswhicharecarriedoutinaccordancewithShariahprinciples.Basically,suchactivitiesmustavoidriba,i.e.mustnotinvolvethepaymentorreceiptofinterest,mustprohibitgharar,i.e.mustnotbeuncertain,butmustpossesanelementofrisk-sharingandprofit-sharing,andoughttofocusonhalalactivities,i.e.beconfinedtoIslamicpermissibleactivities.

AdvocatesforShariah-compliantfinancialactivitieshaveemphasizedtheuniquecharacteristicsinherentinsuchactivities.Forinstance,everyIslamicfinancetransaction must be supported by an underlying andgenuinetradeandbusiness-relatedactivity,which has the effect of rendering the gearing of such a transaction lower than that applicable to aconventionalfinancetransaction.Further,therequirements of the sharing of risk and profit between the funder and the entrepreneur have the effect of ensuringthatthefunderisjustascarefulandvigilantas the entrepreneur in carrying out the requisite due diligence investigations before funding the transaction.Thus,thoseadvocatesarguethatIslamicfinancial activities, as compared to conventional financing activities, are likely to be less speculative, moreprudentandtransactedwithlessleverage.Accordingly, those financing activities would be in a betterpositiontoweatheracreditcrisis.

I am not in possession of any statistics on the comparison of the default rates of Islamic financing transactions versus conventional financing transactionsundertheprevailingglobaldownturn.It will be insightful to review and analyse the relevantstatistics,whenavailable.

AlB: What is the potential of the shariah-compliant banking business?LCC:ThetotalvalueofIslamicinvestedassetstodayisestimatedtobeinexcessofUSD800billion,comparedtoonlyUSD150millionin2000.Beforethe current global financial turmoil, some analysts have forecasted the value of the Islamic invested assetstoovershootUSD1trillionbytheendof2008,withanannualgrowthrateof10%to15%.Thephenomenal growth in the value of Islamic invested assets was predominantly fueled by the investments fromthewealthyGulfStates.InAsia,IslamicnationssuchasMalaysia,Indonesia,Brunei,andnon-Islamicnationsorregions,forinstance,SingaporeandHongKongSAChaveallbeenacutelyawareofthelucrativeopportunitiespresentedbytheShariah-compliant banking activities and have, without exception, allocated much resources to review, revise or change their legal, regulatory and fiscal framework to ensure that Islamic banking activities arenotdisadvantagedvis-à-vistheconventionalbanking activities, with a view to promoting Islamic bankingactivities.

AlB: Would the growth in the volume of islamic financing transactions benefit lawyers?LCC:Absolutely.Competentlegaladviceandservices are essential in structuring financing transactions, whether they are conventional finance transactionsorIslamicfinancetransactions.Indeed,as Islamic finance is still in its early development, it presents opportunities to lawyers who are familiar withsuchtransactions.Atamicrolevel,legalskillshall be needed to ensure that the legal documents areconsistentwiththeapplicableIslamicprinciples.There will be great challenges and opportunities for lawyers with expertise in conventional finance to use their cumulative experience in developing innovative Islamic financial products by borrowing concepts used in existing conventional finance which are not inconsistentwithapplicableIslamicprinciples.Ona macro perspective, in view of the relatively short history of Islamic finance, a uniform regulatory and legal infrastructure for Islamic finance is yet to be inplace.Thisalsomeansthatitisnottoolateforlawyers who aspire to develop expertise in Islamic bankingtogetintotheact.

AlB: How will the current global downturn affect legal practice?LCC:Asthecurrentfinancialcrisisworsens,lesslegal work shall be available because businesses will enterintofewerdeals.Competitionforasmallerpiewillbemoreintense.Therewillbeadrasticdrop in the volume of certain types of legal work, including,realestatework(asfewerpurchasesaremade),IPOs(asIPOaspirantsareholdingbacktheirlistingplans),generalbankingwork(asbanksarecuttingdownonnewloans).Incontrast,therewill be an increase in the volume of other types of work,forinstance,(1)AcquisitionandRTOs(ascontrolling shareholders of listed companies which do not perform well are now more willing to dispose oftheirequitystakesinthoselistedvehicles),(2)DelistingorPrivatisation(whencontrollingshareholders are more ready to take their listed vehicles private when their share prices are traded at historicallylows),(3)RestructuringandInsolvencyworks(aswewitnessmorecorporatecollapses)and(4)CorporateGovernanceandcompliancework(whentheregulatoryauthoritiesintroducemore regulations, directives and guidance notes in responsetothefinancialcrisis).

AlB: How should lawyers view the current global financial crisis? LCC:Whatgoesdownmustcomeup.Lawfirmswhocould weather through the current financial storm shallemergestrongerandbereadytocapitalizeonthenextupturn!

54



we wouldn’t be talking about bailout packages, but we would likely see new structures and regulations aimed at encouraging innovation,” he says.

The tide comes inThe real hot topics at the moment across banking and finance practices are, of course, restructuring and insolvency. Powell says that it has been a long time coming. “It’s something we’ve been expecting for some time, but it’s taken almost a year to eventuate. Since the beginning of September, it’s really begun to build up into a huge wave of work.”

Neil McDonald, partner at Lovells, says the main categories of work he has seen are creditors with exposure to the larger Lehman Brothers-type scenarios, leveraged companies defaulting on bank debt and companies not able to pay interest on convertible bonds they have issued.

Loo says that some clients are also seeking restructuring advice and services in response to specific laws and regulations. “In the light of the coming into force of the new PRC Enterprise Income Tax Law, we’ve been instructed by a handful of PRC-based listed clients to revise their group corporate structure with a view to reducing the quantum of withholding tax – from 10% to 5% – when their PRC subsidiaries pay dividends to them outside the PRC,” he says.

Comparing 1997 with 2008There is a certain sense of deja vu for some restructuring and insolvency experts. Stephen Eno, head of Baker & McKenzie’s Asia Pacific Banking & Finance practice group, led the firm’s original specialist team, which came together to handle work from the 1997 Asian financial crisis. After the work from that crisis tailed off in 2003, the group had a few quieter years but is now well and truly back in the game with major restructurings such as the US$500m EganaGoldpfeil

Group restructuring and the US$450m Panjapol Pulp/Paper Industry PCL debt restructuring.

But Eno says that the parallels between 1997 and 2008 only go so far. “In the Asian crisis, the company often had a currency mismatch between borrowings and income or an unprofitable “non-core business” as companies tried to diversify,” he recalls. “These were easier to restructure as there was usually a viable core business which could be saved. This time around, we’re seeing the core business itself in trouble, usually because demand for products has dropped as a result of the economic recession in the US and Europe. Sometimes the core business is no longer that viable, and that’s a worrying sign.”

The restructuring work has become more complicated, says Powell: “You’ve got derivatives and other exotic products, which have become far more prevalent since 1997. For example, an investor can buy a product in Hong Kong without realising that they’re effectively investing in, for example, property in the US.”

Not only is the work more complicated, but the sheer scale of the task at hand is daunting. “The markets have grown and the amount of the debt is so much larger because debt was so freely available,” says McDonald.

Restructuring vs insolvencyEno says that the current climate is seeing struggling companies go from restructuring to insolvency far more quickly than they did during the last financial crisis. Part of the reason, he says, is that banks are less tolerant in the current climate because they have other bigger challenges. “If you look at some of the companies that have recently faced financial difficulties, it’s remarkable – and slightly disturbing – how quickly provisional liquidators have been appointed.”

The other factor holding back restructuring, says Eno, is the continuing economic uncertainty: “There are people out there with cash, but they don’t have any confidence in valuations. They’re not going to pay half price for an asset if there’s a chance that they could get it for quarter price next month.”

Powell agrees: “Investors are very

simon Powell, Jones Day

stephen Eno, Baker & McKenzie

“In a sense, we’ve gone beyond the restructuring cycle and are seeing more of the pure insolvency work”

simon Powell, Jones dAy

From p51



edgy at the moment and a number of banks have placed an effective freeze on new investment. There’s currently a lack of ‘white knights’ that are willing to step in and rescue a company. In a sense, we’ve gone beyond the restructuring cycle and are seeing more of the pure insolvency work.”

Another reason for proceeding straight to insolvency, says McDonald, is where fraud or other irregularities are discovered in a company’s accounts. That destroys whatever fragile chance may have existed of restructuring, and McDonald says that this is occurring more often. “It was possible in the foregoing years to conceal an inability to pay back debt,” he says, “once that relationship of trust is lost, the matter goes straight to insolvency.”

And the prediction for the future, says Loo, is probably more of the same: “We’ll see more corporate failures unless there’s a firm and concerted effort on the part of the financial institutions to assist good corporate customers to tie over temporary cash

flow problems – and that will only happen with strong encouragement from the relevant authorities.”

Team structureThe link between restructuring and insolvency means that the two practice areas are often spoken of in the same breath, but two very distinct skill sets are involved.

“Restructuring has a commercial focus and you really need to understand what each of the parties is trying to achieve,” says Eno. “In insolvency, you’re dealing with court process and liquidators. That requires different skills with different expertise.” Accordingly, Eno will usually involve his partner from the insolvency practice, Gary Seib, who will normally take over the running of a matter where the restructuring fails and winding-up proceedings commence.

Lovells in Asia has a combined team dealing with restructuring and

insolvency issues. “The [team structure] is not hugely important, but clients seem to like the idea of having a single team dealing with distress matters – they only have to deal with one partner, for starters,” says McDonald.

Getting the workFirms often secure work through the relationships they have with particular clients, but Eno says that is not necessarily the case with insolvency and restructuring work.

“It’s a specialised area, and firms really need to demonstrate that they have the requisite depth and capabilities,” he says. “These matters can encompass a whole range of practice areas, from real estate to tax to employment law to IP, just to name a few.”

While Baker & McKenzie gets some restructuring and insolvency work through existing clients, Eno says it is more common for creditors’ steering committees to call for expressions of interest: “This area of practice tends to be more reputation and skills based, rather than relationship based.” ALB

neil McDonald, lovells

http://www.hotelre.com.sg


alB spECIal REpORT | Korea >>


In the midst of undeniably gloomy economic indicators, lawyers in Korea have plenty of cause for optimism. Imminent and deep-seated capital market reform promises to open many doors, M&A remains healthy and cross-border transactions are on the rise. ALB reports from Seoul on how the legal sector, itself reforming, is viewing the future

Korea 2009

rising to thechallenge

2009 한국 특별 보고서



KOrEan LEgaL MarKET LibEraLiSaTiOn: ►fOrEign LaWYErS’ gain TO bE dOMESTiC LaWYErS’ Pain?

The number of lawyers practising in Korea is expected to double in the next seven years as the Korean government steps up moves to liberalise its legal services market in line with its obligations under the recent free tradeagreementwiththeUS.

ButwhileliberalisationisexpectedtoraisestandardsintheindustryandbolsterthenumberoflawyersabletohandlethecomplexM&Aandcross-borderworkthatisdrivingthedevelopmentofKorea’snascentfinancialservicesindustry,itisalsosettodrasticallyaffectdomestic‘independent’lawyers–thoseattorneyswhodonotoperatewithinthecorporatespace–withmanyexpectedeithertoleavetheprofessionorfallintobankruptcy.

In2007,theKoreanbarassociationstatedtherewere10,176attorneysregisteredtopractiseinKorea,ofwhomlessthan200wereforeign.Bothfiguresareexpectedtoincreasebyasmuchas20%intheyearsaheaddue to the influx of foreign attorneys and changes to law school testing, which would see the admission of 2,000newlawyersby2012insteadofthe1,000previouslysuggested.Thesestatisticsdonotbodewellfordomesticlawyers.

“Thejobmarketforlawyersisoneofthemostcompetitiveintheworld,”saysaseniorpartneratoneofKorea’sbiggestfirms.“BecauseofthenatureoftransactionshappeninginKoreaatthemoment,thereisnorealneed for counsel to be admitted here, so unless some of the younger lawyers are particularly brilliant, they may findthemselveshavingtoserveindependently.”OfthelawyerswhopasstheKoreanbarexameachyear,onlythetop30–40%findgainfulemploymentasstateprosecutorsorjudges,orassociatesatthetopsevenlawfirms.

However,whilethesetopsix–Kim&Chang,Bae,Kim&Lee,YoonYangShinKim&Yu,Shin&Kim,YulchonandLee&Ko–accountformorethanhalftheKRW1.3trnlawmarket,theyemployonlyabout10%ofKoreanlawyers.“Itisreallytoughforlawyersatthemoment,”thesourcesaid.“Weseealotofthemhavingtoresorttostreet-peddlingandeventuallyfallingintobankruptcy…manylosefaceandcan’tgoon.”

Korea Timesresearchindicatesthatthenumberofmattershandledbyindependentlawyersisinfreefall.In1997,theaveragewasaround57.2peryear;nowthefigureiscloserto31.5andisexpectedonlytofallfurtherintheyearsahead.

“Thisiscertainlyregrettable,butit’spartoftheliberalisationprocess,”ALB’ssourcestates.“What needs to be done is to change the nature of legal education in this country – to make Korean lawyers more marketableinternationally.”

And indeed, the Korean government and the bar association are already making moves in this direction, toincreasethestandardsandreputationofKoreanlawschoolswithaviewtomakingEnglishinstructionmandatoryinthelongterm.

“The legal establishment has realised the need to make the skills gained by lawyers more portable, so if we have problems like this in the future, there will be nothing stopping young lawyers seeking employment overseas –or,ideally,righthereinKorea,”thesourcesaid.

For more Korean deals, watch out for our Korean Deals of the year insert in ALB Issue 9.5

Korea’s daily broadsheets have a penchant for hyperbole. By their measure, or at least according to the headlines

they publish, Korea has been in recession for the last 10 years – its economy languishing since the trials and tribulations of the Asian financial crisis (AFC) late last decade, and with little hope of a recovery even now.

It’s just as well, then, that the nation’s newspapers are not taken as historical records, much less an accurate barometer of the last 10 years of Korean economic history.

But while the first two points noted above may be dismissed as simple exaggeration – by anyone’s reckoning, the last decade was one of relative prosperity for Korea – the current state of affairs in the ‘land of the morning calm’ is anything but prosperous.

It’s 2009 and the Korean won lost almost half its value against the US dollar in a little under a year; foreign

2009 한국 특별 보고서



direct investment (FDI) both pledged and planned has fallen dramatically; demand for Korean exports has waned; and 40 years of fiscal policy premised on vigorous FDI-led economic liberalism is jeopardised. And all that comes even before you mention a minor detail called the ‘global financial crisis’ that is currently gathering momentum in Asia.

An economy, and a nation, more in need of stimulus there never was – but Korea and its legal profession have never been scared of a challenge. From an overhaul of the country’s capital market and legal sector liberalisation to new and novel forms of investment combined with a predicted boom in chaebol-led M&A in the second half of 2009, many measures designed to revitalise the Asian tiger are in play.

But it remains to be seen whether there is cause for optimism in these solutions, or – as many of the lawyers ALB surveyed

for this report suggest – they are mere attempts to 소 잃고 외양간 고친다. (mend the barn after losing the cow).

The fisCMA ‘big bang’: starting is half the taskThatcher-esque in scope and Reaganistic in vision, the long-awaited overhaul of the country’s capital markets may be just the tonic for Korea’s ailing economy, say lawyers.

“The capital market reforms are a paradigmatic change to the way of thinking in Korea,” says Wonhyo Han, partner at Lee & Ko.

Luke Shin, a foreign attorney at Kim & Chang, agrees. “[The reforms] are a step in the right direction – a move to be more regionally and globally competitive,” he adds.

But it remains to be seen whether Korea and its nascent financial services industry are prepared for such a change, and able to bear the pressures it will exert – much less

On liBERAlisATiOn: WHAT KOREAn lAWyERs sAy

“Open [legal] markets are far more dynamic, more focused on client service and more globally competitive” Luke Shin, Kim & Chang

“The beneficiaries [of liberalisation] will be young lawyers who have the qualifications and can speak English. Young partners at Korean law firms may be poached as well” Yong-Jae Chang, Lee & Ko

“good or bad – we have no choice. although liberalisation may adversely affect Korean law firms, we have been preparing

for this for a long time – i know one firm started as long ago as 1984”Hee Chul Kang, Yulchon



willing to embrace it. The rationale for these reforms is an

ambitious undertaking to establish Seoul as northeast Asia’s financial and commercial hub by attracting the world’s leading asset management companies to open their regional headquarters there. And, at the same time, expanding the prerogative of at least one domestic financial institution will make it a serious regional and

international player. At its core, the aim of the reforms is to take away the impediments that are widely regarded as inhibiting the development of a sophisticated financial services industry in Korea.

“The act will remove restrictions that separate securities, futures, asset management, trust services and other financial services businesses. It will provide a blueprint for innovation in

KOrEa’S LargEST dOMESTiC firMS* ►Name Total number of

lawyers Managing partner Worldwide offices

Kim&Chang 380 YoungMooKim 4

Lee&Ko 237 YongSukYoon 3

Bae,Kim&Lee 231 YSOh 4

YoonYangShinKim&Yu 181 multiple 3

Shin&Kim 170 Doo-SikKim 2

Yulchon 164 ChangRokWoo 2

JisungHorizon 160** JaeDooShim 3

Thislistdoesnotpurporttobeexhaustive.Figuresdonotincludeparalegals,ofcounselsandpatentattorneys*CurrentasatSeptember2008**Basedonpartnerandlawyernumberslistedonthefirm’swebsite

http://www.bkl.co.kr

60



the industry,” says Han. The consolidation brought about by

the reforms is equally important, say other observers. “The sector has been sorely in needed of consolidation for a while now. It was important to pave the way for the entrance of foreign players, but just as important to get the domestic sector into good shape as well,” says Yong Jae Chang, another partner at Lee & Ko.

“The act is going to consolidate the local industry and we should also see the emergence of domestic banks,” says Tony Dongwook Kang of Bae, Kim & Lee. “We should expect the rise in consolidation to affect competition and so yield gains in efficiency to improve the allocation of capital and help the sector generate long-term growth.”

But whether the optimism of lawyers is well founded and the reforms work to achieve their stated objectives remain to be seen, particularly because the reforms are set to come into effect in the midst of the most inclement economic conditions ever seen in Korea.

“The reforms are needed, yes, but their actual implementation will be challenged by the economic environment – most notably the large foreign exchange problems we now face,” says Chang.

“Korea is probably not fully prepared for the reforms at this point in time,” adds Hee Chul Kang, a partner at Yulchon. “There are still restrictions to doing business here compared to other

countries, fewer technical experts and fewer English speakers. The turbulence overseas may have refocused the attention of the West on the importance of Asia, but I don’t think we are going to see Seoul become the next hub as a result of these reforms.”

So, maybe Seoul becoming the northeast Asian financial hub is a stretch – or at least, probably not achievable by 2012, as stated by President Lee Myung-Bak. What we can look out for in the short term, however, is a flurry of M&A activity in the domestic financial services industry.

At the moment, about 50 companies are registered as full-service investment banks in Korea, of which many – if not most – are facing an uphill battle to survive in a deregulated market.

It is bad news for bankers, but great news for lawyers – all of whom also expect an M&A surge, albeit on a smaller scale, in the near future.

“It’s quite generally accepted that the new regulation could play a role in creating more transactional work in Korea,” says Chang. “The banks that want to stay in the sector are going to have to diversify to remain relevant. However, the more likely scenario is that they will become casualties – absorbed by the larger players – and the number of investment banks will reduce over the next two years.”

M&A and rationalisation in the crowded brokerage industry is already

finanCiaL invESTMEnT SErviCES and CaPiTaL MarKET aCT (fiSCMa) – ►KOrEa’S ‘big bang’: KEY POinTS

PopularlyreferredtoasCapitalMarketConsolidationAct•ComesintoeffectFebruary4,2009•Tocreateafinancial‘bigbang’incapitalmarket•Shifttofunctionalregulation:Reclassifyfinancialinvestmentservices,financialinvestmentproductsand•investors according to their economic natureFinancialfunctionsofthesamenaturetobegovernedbythesameregulationsregardlessofthefinancial•institutions engaged in the transactionIntroductionofacomprehensivesystem:Adoptabroaddefinitionof‘financialinvestmentproducts’and•include them all in a new regime to keep pace with rapidly developing financial investment productsExpandthescopeofpermissibleproductsforfinancialinvestmentcompaniesandthecoverageofinvestor•protection regulationsExpandedbusinessscope:Allowintegrationofallfinancialinvestmentservices;allowaccessoryservices;•adoptasystemforintroducingbrokers;allowforexservicesinconnectionwithfinancialinvestmentsUpgradeinvestorprotectionsystems:Putadvancedinvestorprotectionmechanismsinplace;establisha•system to prevent conflicts of interestsExpandthescopeofsecuritiessubjecttoregistrationstatement/regulation,includingindirectinvestment•securities and beneficiary certificates

occurring. Last November Kookmin Bank acquired Hannuri Investments and Securities, and has stated that there is plenty more to come. The Industrial Bank of Korea (IBK) has had KRW1trn (US$1bn) added to its acquisitions war chest and CJ I&S has been hitting the recruitment trail in the lead-up to its planned 2009 IPO. In addition, Woori I&S intends to merge with a broker yet to be named, to reach KRW5trn (US$5bn) in net assets, and both Seoul Securities and NH I&S have been talking up the prospects of M&A as a route to expansion. All this is not to mention KBS’s now ignominious race for a stake in Lehman Brothers’ Asia operations in September 2008.

But whether such activities continue through 2009 remains to be seen. As, while the complexion of the financial services industry may alter, more profound change – ‘1980s London’-type change – may be much further off. This is because no matter how serious the financial crisis unfolding in Korea at the moment becomes, the one that FISCMA is going to be launched into is unlike anything ever seen before and most certainly more grave than the one that decimated share prices late last decade.

The calm before the storm: M&A upsideWhile consolidation in the country’s financial sector is expected to provide M&A and banking & finance lawyers with a slipstream of deals in the mid-



to short term, longer-term projections remain sketchy. Indeed, ask any Korean lawyer to don their soothsayer cap at the moment and chances are you will get a response that’s utterly noncommittal – a unanimous reply of it’s simply too early to tell what will happen.

Is this evidence of the conservative nature of the legal profession in Korea or simple pragmatism? ALB’s research suggests it’s probably – marginally – more the latter. For, while there may appear to be a steady stream of work coming out of the financial services industry for Korean lawyers, we must not forget the comparatively small size of this sector in the country’s economy. The relevant question is how much work lawyers can derive from an industry that has only 50 companies?

It pays, then, to cast the net a bit wider. Despite Korean lawyers’ pragmatic foreboding this year’s empirical data alone suggests that there is more than enough evidence to be genuinely optimistic about the general M&A outlook moving forward.

In the first three quarters of 2008, Thomson Reuters statistics show that cross-border activity involving any Korean companies was up by almost 85% to US$17bn from US$9bn in the comparable period last year.

And, while most of this total was comprised of capital investment from Europe and the US, it is interesting to note that the bulk of it is made up of Korean companies investing abroad – a trend that Shin notes has rolled steadily through the last five years.

“When we used to speak of M&A, we would traditionally talk about it being inbound, but given the developments over the last couple of years, there has been an ongoing story of outbound M&A by Korean companies.”

Hyung Jin Kim, a partner at Yulchon, agrees. “Outbound M&A is now more popular. Most of the clients I and my other partners speak to – particularly of the larger companies but also those of some

Hyung Jin Kim, yulchon

http://www.kimchang.com

62



SNApShot: koreA’S BIggeSt DeALS

SK TELECOM–HanarO TELECOM ►SHarE aCqUiSiTiOnUS$1,200m

firms: Kim & Chang; Shin & Kim; Cleary Gottlieb

LS CabLE–SUPEriOr ESSEx ►US$1,200m

firms: Kim & Chang; Cleary Gottlieb; Bae, Kim & Lee; Wachtell, Lipton, Rosen & Katz

nEW SOngdO inTErnaTiOnaL CiTY ►dEvELOPMEnTUS$2,700m

firms: Bae, Kim & Lee; Kim & Chang

dOOSan–ingErSOLL-rand COMPanY ►aCqUiSiTiOnUS$3,900m

firms: Bae, Kim & Lee; Linklaters

SHinHan Card CO TErM nOTE ►PrOgraMUS$2,000m

firms: Bae, Kim & Lee; Allen & Overy

MbK ParTnErS and MaCqUariE ►KOrEa–C&M aCqUiSiTiOnUS$1,450m

firms: Shin & Kim; Bae, Kim & Lee; Kim & Chang

E-Land grOUP HannOvEr SaLE ►US$2,200m

firms: Bae, Kim & Lee; Kim & Chang

KUMHO aSiana COnSOrTiUM–KOrEa ►ExPrESS inTErESTS aCqUiSiTiOnUS$3,929m

firms: Shin & Kim; Bae, Kim & Lee

aCqUiSiTiOn finanCing fOr ►Hi-MarT COUS$1,950m

firms: Lee & Ko; yulchon

SaLE Of daEWOO SHiPPing & MarinE ►EnginEEring COUS$6,000m

firms: Lee & Ko

smaller ones – are taking the position that probably the first or second half of next year will be a good time for outbound investment,” he says.

At this point, one may be forgiven for thinking that the current discussion is about the M&A prospects for zaibatsu and not chaebol – so striking are the similarities between the two.

Both have reached the maximum level of growth allowable in their home markets – hence the need for strategic overseas acquisitions – and both have strong balance sheets – hence the need to clear their cash reserves. The only discernible difference it would seem is the strength of local currency, as the won is considerably weaker than the yen at the moment.

Nevertheless, Chang believes that the current situation may be simply too enticing for strategic investors in Korea, so long as they have sufficient appetite for risk. “Korean companies need to be bold if they are going to make such outbound investments,” he told ALB.

“For strategic investors – companies that are healthy and have a lot of cash – it makes sense to acquire interests overseas – in the US or elsewhere. If things can be bought at a good price, we expect to see a lot of activity in 2009.”

“We are all waiting for the dust to settle a little,” says Shin. “But if we look beyond that, Korean companies must check out overseas markets and compete globally – in 2009 they should be more aggressive.” Needless to say, aggressiveness and looking overseas have never been problems for Korea’s intensely nationalistic chaebol.

from Russia with love: Two-way investment In search of FDI, Korean companies need only look northwest to Russia which, spurred on by petro and gassy-dollars, is itself looking keenly to pick off strategic targets across the world.

“Russia is a very lucrative market for Korean companies,” says Tony Dongwook Kang. “We have seen a spike in the number of Korean companies investing in Russia and many of the former CIS states over the last year.”

For Kim, such investment is most appealing to strategic investors. “Russian investment is a long-term play,” he says. But not surprisingly, the global financial crisis has already taken its toll. “Activity was quite high in the last half of 2007, but it has certainly eased now. And, while I wouldn’t say things have ground to a halt, the slow-down is definitely noticeable,” he adds.

But while Korean investment in Russia remains relatively high, the same can’t be said of investment in the other direction – despite popular perceptions that see the two countries as geo-political bedfellows, and the best efforts of the Korean government.

The Russian foreign ministry values trade between the two countries at almost US$20bn this year alone, although only US$3m of that was contributed by Russia – an investment imbalance of huge proportions by anyone’s measure, and one the Korean government is intent on redressing.

In early November 2008, the government launched a raft of tax incentives and subsidies in a pitch designed to increase the levels of Russian investment in Korea. As part of a three-year plan, Seoul intends to offer investors a five-year corporate and income tax exemption and remove customs duties on capital goods for three years.

In addition, Russian companies also stand to benefit from a 15-year local tax exemption program and the refund of a certain percentage of their investment in any given project. The timing of this could not have been better as, in the past, Russian companies openly declared

“When we used to speak of M&A, we would talk about it being inbound. But given the developments over the last couple of years, there has been an ongoing story of outbound M&A by Korean companies”

luKe shin, Kim & chAng


Firm Profile Lee & Ko

“The Year of Covered Bonds” for Korea?

During the second half of 2008 (especially after the subprime crisis blew up in its full scale), many Korean financial institutions have been

considering the issuance of covered bonds for the first time as an alternative source of funding and the Korean regulatory authority, the Financial Services Commission, supports covered bonds (in particular, “structured” covered bonds) as a new and attractive source of funding and will review the possibility of amending its existing ABS Law or enacting a new law to facilitate a more sound legal structure for issuance of covered bonds.

The covered bonds have been widely accepted in Europe for many years and some 20 European countries have enacted laws to enable covered bonds. US covered bonds also made its first appearance in 2006 and Korea is hoping to issue its first “structured” covered bonds (without specific covered bond law in place) by early 2009.

A typical covered bonds structure involves investors (or bondholders) who will be given two distinct rights of recourse against the issuer (usually a bank): (i) a right to request redemption of the outstanding covered bonds and (ii) an exclusive right to the covered assets (which would enjoy bankruptcy remoteness). In principle, covered bonds are not securitisations in that, in a mainstream covered bonds transaction, there is no transfer of the assets to a special purpose vehicle and the assets are identified and placed as a security for the bonds (but such pool of assets is not isolated by a true sale). Further, in substance, the bondholder of covered bonds would have a dual recourse against the issuer and the covered assets.

Covered bonds are now receiving greater attention in Korea mainly because of a lower financing cost due to the availability of a higher credit rating (than the crediting rating given to the issuer) for such covered bonds. However, Korea is faced with more difficulty because there are many legal hurdles to overcome and many Korean banks as potential issuers of covered bonds are currently trying to come up with a solid structure which can be used until a new legislation is passed for covered bonds in the future.

There are a couple of structures for covered bonds which have been discussed among legal scholars and practitioners recently. One is a “structured” covered bonds structure which

involves a transfer of the cover assets by the issuer to a trustee (by way of a management and disposition trust agreement) and such trustee provides a security to secured the bonds to be issued by the issuer. There is a favourable Korean Supreme Court case in 2003 which allows bankruptcy remoteness in such case, although some legal scholars and legal practitioners have different views. Further, it brings another layer of cumbersome perfection measures to be undertaken especially if the covered assets are mortgage loans because, under Korean law, (i) a notice in writing must be sent out to, or a written consent must be obtained from, each obligor (under the applicable mortgage loan) at the time of (x) the transfer of the assets to the trustee and (y) the creation of a security interest over such assets held by the trustee and (ii) a security interest over mortgage rights must be registered with the relevant real estate registry. Such notice (or consent) must have a fixed date stamp affixed to be valid against third parties.

Another structure being considered is somewhat similar to a UK-style covered bonds structure (using secutrisation techniques) which involves (i) the issuance of covered bonds by the issuer, (ii) the transfer of the assets in the cover pool (e.g., mortgage loans) to a special purpose vehicle by the issuer and (iii) a guarantee from the special purpose vehicle to guarantee the issuer’s obligations to the covered bondholders (and the creation of

a security interest over such covered assets). To add more complications, two tier special purpose vehicles (both onshore and offshore) which have been commonly used in cross-border ABS transactions by Korean issuers are also under review now. Even if it is legally permitted under Korean law, it remains to be seen as to how the international covered bond investors would readily accept a rather unfamiliar structure out of Korea.

It is expected that, unless the international financial market becomes unable to absorb covered bonds issued out of Korea, the first covered bonds will be issued by no later than the first quarter of 2009 because both Korean financial institutions and the Korean regulatory authorities are eager to see it happen sooner than later. Thus, 2009 may be “the Year of Covered Bonds” just like it was “the Year of the Securtisations” for Korea exactly a decade ago.

By Wonkyu Han and Yong-Jae Chang (Lee & Ko) For further queries, please contact: Wonkyu Han (Partner) and Yong-Jae Chang (Partner) LEE & KO Tel: +82-2) 772-4000 Fax: +82-2) 772-4001/4002 E-mail: [email protected] / [email protected]

64



their intention to invest in Korean assets, only to shy away from doing so because of the prohibitively high price of such assets.

But just how much of this is wishful thinking? Is Russian investment in Korea good for more than just the one-off deals like Russian automaker TagAZ’s investment in a parts plant in Chungnam, or KoreaGas’s accord with Gazprom? Or, for that matter, could it be the nexus through which Korean companies can break into the lucrative Russian market?

Shin calls for some perspective,

especially in relation to the latter. “While there is two-way interest between Korea and Russia, Europe, the US, Japan and the PRC will continue to be the major markets going forward,” he states. “And while there is Russian companies’ activity – and vice versa – that we probably hadn’t seen previously, Russia as a market will not displace the major ones Korea has used traditionally.” Such views are echoed by many lawyers, with all noting that whereas instructions vis-à-vis Russia were paltry, interest in China is fast becoming all-consuming.

yellow sea narrows“[Chinese interest in Korea] is certainly an interesting phenomenon and one we are seeing more and more,” says Han. “We have been approached by many Chinese companies and Chinese funds that are interested in making strategic investments in Korean companies, especially in the automotive and electronics industries.” He adds that the firm’s Beijing operations have been ‘very busy’ of late.

Hee Chul Kang cites a similar trend, but it is his Korean clients who are showing more of an interest in China. “Although partly motivated by the poor state of things in Korea, our clients are looking more to China,” he says, suggesting that the trend of Korean companies using China as an export base for their EU and US operations is shifting.

“The mindset of clients setting up in China has really changed. They are starting to look at China as their home market – and as an independent one that has endless opportunities.” ALB

SPEaKing THEir MindS: KOrEan LaWYErS’ ►biggEST COnCErnS fOr THE YEar aHEad

Globalfinancialcrisis 42%•Legalmarketliberalisation&competition 22%•Recruitment 18%•Regulatorychange 11%•Legaleducation 4%•Changestolawyers’role 3%•

42%

22%

18%

4%

3%

11%

Source:ALBresearch

http://www.kushliving.com



http://www.yoonyang.com

66

FEaTuRE | masters degree >>


MasteringtheMasters



There has been much debate over the years as to whether an LLM degree is beneficial or even really necessary. The

general consensus among scholars, however, is that a Masters has become a distinct advantage in a much tougher legal market.

‘shop yourself up’ Gregory Bowman, associate professor of the International Law Centre at the Mississippi College School of Law, says an LLM is a sufficient way to ‘shop yourself up’ to potential employers, especially if your initial degree was obtained from a relatively lesser known school. “If you went to a regional school, an LLM is a way to improve your cache on the market. ‘I have a Juris Doctor from Regional State University’ generally will carry less weight than ‘I have an LLM from Harvard/UVA/Chicago’,” he says. “You are proving, in essence, that you can run with the pack at a national law school. That is definitely worth something.”

An undergraduate degree is simply becoming not enough, especially since it is often bound by local regulations and heavily focused on domestic law. “The LLM gives lawyers the opportunity to extend their legal knowledge beyond the borders of their country,” says Professor Lee Burns, Associate Dean for postgraduate coursework programs at the University of Sydney. “With so much business today being cross-border, it gives lawyers the opportunity to gain a basic understanding of different legal systems, and the international instruments that regulate cross-border business, trade and investment.”

Getting ahead internationallyIt is commonly understood that a Masters can act as a stepping stone for those wanting to practise overseas. While some jurisdictions require a three-year degree to practise locally, in some areas, such as New York, this can be bypassed by a one-year equivalent LLM.

With the rise of Asian economies and lawyers from around the world converging on the region in droves, the question of where to obtain academic qualifications has never been more relevant. Globalisation has made obtaining a Masters a crucial step towards a career in the world’s legal hot spots

“I am today a US corporate lawyer because of the LLM programs I attended”

rAJiV guPTA lAThAm & wATKins

http://www.law.usyd.edu.au

68



Rajiv Gupta, a counsel at Latham & Watkins, has two LLMs. Gupta says his second Masters paved the way for his international career. “I am today a US corporate lawyer because of the LLM programs I attended. The LLM gave me an opportunity to take the NY bar exam and become a NY-qualified lawyer, and also get a job as a US corporate lawyer at Davis Polk & Wardwell,” he says.

According to Bowman, law firms generally value degrees that incorporate knowledge of international law. “Gaining exposure to the US legal system … can make [overseas students] more marketable in their home countries,” he explains.

That an LLM degree is a good investment for overseas students studying in the US is also the view of Michael McCann, Associate Professor of Law at Vermont Law School, especially since globalisation

has increased the importance of international cooperation.

“With our increasingly global economy, opportunities for international law seem to be growing, and more and more US law firms are either opening offices in other countries or entering into business relationships with law firms in other countries,” McCann says. “So, for many students from other countries, an LLM degree is probably a good investment of their time and financial resources.”

Gupta attests to the need for cross-border knowledge.

“With more US companies doing or expecting to do business in India, a US LLM would be considered more favourably by employers in India for representing foreign clients because a US LLM would serve as evidence of familiarity with US laws and the business environment.”

finanCiaL TiMES ► LLM COUrSE LiSTing 2008 MaSTEr Of LaWS aSia-PaCifiC PrOvidErS*

University of Sydney Australia, UK 3 Full time/ Part time

12 24 Mar, July Mar, July English 300 30 1,200 2 1,500 Yes

Melbourne Law School Australia 13 Full time/Part time

12 24 Feb, July, rolling Feb, July, rolling English 89 25 467 19 556 No

University of New South Wales

Australia 3 Full time/ Part time

12 18 Mar, July Mar, July English 56 16 351 2 407 No

Chinese University of Hong Kong

Hong Kong 3 Full time/ Part time

12 24 Sep Sep English 142 9 90 5 232 Yes

National University of Singapore

Singapore 7 Full time 10 – Aug – English 169 42 – N/A 169 Yes

Monash University Law School

Australia 6 Full time/ Part time

12 24 Rolling Rolling English 78 N/A N/A N/A 78 Yes

Coun

try/

cam

pus l

ocat

ions

No.

ofp

rogr

ams

Stud

ym

ode

Leng

th o

f pro

gram

fu

lltim

e(m

onth

s)

Leng

th o

f pro

gram

pa

rttim

e(m

onth

s)

Enro

lmen

tmon

th/s

Fu

lltim

e

Enro

lmen

tmon

th/s

Pa

rttim

e

Lang

uage

Num

bers

enr

olle

d

2007

/08

(Ful

ltim

e)

Num

ber o

f nat

iona

litie

s in

20

07/0

8Fu

lltim

ein

take

Num

bers

enr

olle

d

2007

/08

(Par

ttim

e)N

umbe

r of n

atio

nalit

ies

in2

007/

08(P

art-t

ime

inta

ke)

Tota

l stu

dent

s enr

olle

d

2007

/08

Degr

ee in

law

requ

ired

Source:FinancialTimes

“There has been substantial reporting in recent years about US college students choosing to study abroad for their college degrees, rather than at US universities”

gregory BowmAn, uniVersiTy of sydney

*InorderoftotalnumberofenrolledLLMstudents



The ‘Asian experience’The global financial crisis has hit the US legal market hard and, although Asia has not been immune to the fallout, its spreading effects have seen a string of law firms redirect their geographical focus, especially in the last few months. Bowman says that the rise of Asia’s economies will see more Asian students thinking locally when considering further education.

“There has been substantial reporting in recent years about US college students choosing to study abroad for their college degrees, rather than at US universities,” he says.

“I’m not talking about a semester or year abroad; I am talking about a full degree. The perceived benefits of staying home are less, so fewer people stay. In light of this, I do expect that in the coming years we will see a clear trend of Asian students forgoing graduate study in the US and instead choosing to pursue their graduate studies at one of the many excellent universities in the Asia-Pacific region.”

Burns agrees that the financial crisis has been a catalyst for the shift in market focus.

“There’s no doubt about this, particularly in the emerging economies such as Singapore. [The shift] to the Asian region and those universities with strong a LLM program will become increasingly popular with students from all over the world.”

Well on top of the ball, the National University of Singapore has long been forecasting the rising popularity of Asian LLM programs. This year, the university is expecting the number of applications from students outside Asia to increase even further. Moreover, the

university says that student numbers from growth economies such as China, India and Indonesia have steadily risen in the last five years.

“Students from these countries now possess vastly increased spending power, and have been pursuing LLM studies abroad in an aggressive manner,” says Tan.

“A large number end up in North America but, lately, many have opted to stay within Asia as they recognise the increasing importance and relevance of their own continent.

“At the same time, more and more North American and European students are coming to Asia for their LLMs, attracted by the dynamism and rise of Asian economies as well as the superior working and networking opportunities.”

According to a report by the Financial Times (see table, p66), the National University of Singapore and the University of Sydney have two of the most highly coveted law programs in the Asia-Pacific, and thus the two highest numbers of enrolments.

The University of Sydney, at which LLM students represent 30 nationalities, has a regional focus which has proved particularly popular. In 2009, the faculty will be offering a string of specialisations and subjects including Asia Pacific Environmental Law, Chinese International Tax, Dispute Resolution Asia, Japanese International Tax, Law and Investment in Asia, and so on.

In addition, its law faculty has two offshore programs in the region – the Shanghai Winter School and a new program in Japanese Law at Ritsumeikan University. ALB

“The LLM gives lawyers the opportunity to extend their legal knowledge beyond the borders of their own country”

lee Burns, uniVersiTy of sydney

http://www.nisade.com

70

FEaTuRE | document management >>


It was thecomputer



‘Computer glitch’ horror stories abound in every office, but for legal departments and law firms dealing with sensitive information on a daily basis, IT solutions are available to make sure the panic does not soar to a whole new level

In the year’s biggest bankruptcy deal, Barclays’ acquisition of Lehman Bros’ assets, a computer glitch tied a prominent US law firm

in a knot over a spreadsheet document which gave their client – Barclays – an extra 179 contracts. A first-year associate in charge of an excel document containing the Barclays contracts did not know that 179 of them were marked as ‘hidden’ in the spreadsheet. Then, when the document was reformatted, the entries were revealed, unnoticed by the associate.

So, who to blame? Some who heard the story commented that proofreading a file consisting of 24,000 cells was not humanly possible. Some blamed

the spreadsheet program’s lack of security and its vulnerability, both of which are often exploited by hackers. Yet others suggested that the problem could have been prevented by a semi-automated process or a dedicated software program.

According to Canon Singapore’s Edwin Han, law firms require document management solutions more than other businesses because of the highly sensitive information handled and document-intensive nature of the industry. “Managing documents and the information they contain properly is crucial to legal firms’ success,” he says. “It not only helps them achieve significant returns on investment – by enhancing productivity and cost-

efficiency – it also gives them a distinct and significant edge over competitors.”

Electronic document management systems (EDMS) have proliferated steadily in the market over the last decade, partly because of the risks posed by relying on hard-copy documents in an increasingly information-reliant age.

A case in point often cited is the prominent law firm that lost an immeasurable number of documents following the demise of its office in the World Trade Centre on 11 September 2001. It relied entirely on the old manila-folder storage method, so staff had to start again manually, painstakingly piecing case information together – which would

http://www.scriptero.com

72



have taken a few minutes to do by electronic systems.

The risk factor is one reason why several firms have shifted towards EDMS over the years – among them, Middle Eastern law firm Al Tamimi & Company, which adopted EDMS because of the security aspects. “We needed to ensure reliable document security and backup,” says practice development manager, Ted Glendening.

security and safety “Data security is the buzzword,” says Han. “Firms are scrambling to ensure the safety and integrity of their information.” When this – the life-blood of a law firm – can be damaged or leaked, security becomes a high priority in choosing EDMS.

Han says that while it is true that the only way to stop intruders accessing sensitive information – even if it has been deleted – is to destroy the hard drive itself physically, there are ways to make it difficult for anyone to try. Canon has

security features that allow information to be encrypted before it is even written to the hard drive. So, even if someone is able to access the file or the print job, says Han, the person would have to be able to decrypt the file or print job to make any sense of the information it contains.

“There is also a feature that physically overwrites the text on the hard drive with useless or meaningless information to remove whatever was previously there. Once this is done, it is next to impossible to get to it.”

What happens when someone picks up a sensitive document after it’s been sent to the printer? Software with a password-protected feature can ensure that only authorised users are able to print from their mailbox – with a relevant password.

“Also,” says Han, “print jobs are held on the server and can only be retrieved at the printer after an appropriate identification method – such as a password, contactless card, biometric etc – is applied.” ALB

http://www.tokyoapartments.jp

Storage of Cartons, Files, Documents & Electronic Media

Cataloging, Indexing & File Insertion

Scanning, Imaging, Data Conversion & Data Hosting

Escrow Services

Secure Destruction

Consultancy & Benchmarking

Web-based Access via CrownInteract & RMi

Looking to solicit an informationmanagement solution?We have the information you’re looking for.

Records Management is much more than storing cartons and records. It's about reducing the risk of misplacing critical information. We can provide retention policy consulting and industry benchmarks to help you enhance your records management policy. With Crown, your vital business information will be protected, and you will always have the information you are looking for.

The Information You’re Looking For.

Crown Records ManagementCrown Worldwide Building,

9-11 Yuen On Street, Siu Lek Yuen, Shatin, N.T., Hong KongTel: +852 2636 8388 Fax: +852 2637 1677

www.crownrms.com

C

M

Y

CM

MY

CY

CMY

K

RMS ad-ALB HK.pdf 10/16/2008 9:25:42 AM

http://www.crownrms.com

74

FEaTuRE | In-house Legal Summit >>


“Financial crisis” and “global challenges” were the two most frequently used phrases

at the ALB Beijing In-house Legal Summit 2008. The Beijing Summit was the final in ALB’s in-house summit series for 2008 and was the largest of the year.

The one-day event lined up seven workshops, 16 main speakers and 11 exhibitors, and attracted more than 250 delegates from nearly 100 organisations and companies to attend.

Zhang Wei, head of the legal department of the Industrial and Commercial Bank of China (ICBC) headquarters, opened the summit with a keynote address on the evolving roles and responsibilities of in-house legal departments during the globalisation of their companies.

He pointed out that while a large number of Chinese companies have become stronger and wealthier and are actively expanding their businesses and markets into overseas jurisdictions, the role and the nature of work in in-house departments of these companies are changing from a single-jurisdiction focus to a multi-jurisdictional approach.

Never before has the role these in-house lawyers play assumed such importance. Zhang shared his

department’s experiences, saying that today his legal department has to understand and ensure companies are compliant with the legal environment and regulatory framework in all different jurisdictions that they are operating in; they must assist companies in managing an increasingly sophisticated array of multi-jurisdictional legal risks and issues; and they must prevent a single legal matter in one jurisdiction from developing into a world-wide public relations crisis.

Responding to the evolving roles and global challenges, Zhang and his department have adopted a number of measures which have been proven effective. In addition to the continuation of improving the quality and management of the in-house departments, and educating the board of executives and senior management to recognise that the in-house legal function is a core part of the business operation, Zhang also highlighted – during his speech – the importance of working with external counsel.

“External counsel are increasingly being instructed to help in-house departments overcome gaps in capacity and expertise in high-stakes transactions,” said Zhang. “Their unique specialist expertise and resources are very valuable to the healthy development of globalising companies.” ALB

ALB In-house Legal Summit: Beijing 2008

Over 250 delegates from companies and organisations across a wide range of sectors attended ALB In-house Legal Summit Beijing 2008 on 6 November to discuss the role of legal counsel in globalising businesses and in the current global financial turbulence

FEaTuRE | In-house Legal Summit >>


IN-hoUSe SUMMIt workShopS

ASSoCIAte SpoNSorS

China Legal CareerCLC has an international network that spans the US,UKandHongKong,andspecialisesinplacinglegal professionals for corporations and law firms, including general counsel, legal directors, counsels, partnersandassociates.Focusingontheupperechelons of the legal market, CLC counts Wall Street,MagicCircleandFortune500companiesasregularclients.

Antitrust: Grandall Legal Group (Beijing)WiththenewlyeffectedAnti-MonopolyLawasthehottesttopicin the global business community, GrandallLegalGroup’sBeijingexecutivepartnerDrZhanHaoandpartnerWangXiaopingprovidedan insightful look into this new legislation and the challengesintheenforcementoftheAML.

Zhan Hao

Legal risk management: Dacheng Law OfficesWith extensive experience in assisting large companies manage their legal risks,Dacheng’sassociateLuHadaandseniorpartnerZhangHongoutlinedkeyprocessesand approaches in the development of effective legalriskmanagementplansinenterprises.Severalcasestudieswereprovidedforadeeperunderstandingofthesubjectmatter.

lu Hada

CCH ChinaWiththeaimof‘creatingvalueforprofessionals’,CCHChinadesignsandpublisheslegalproductsspecificallyforthelocalmarket.

LexisNexisLexisNexis is a leading provider of comprehensive and authoritative legal, news and businessinformationandtailoredapplications.It offers China’s professional community a wide arrayofproductsandservices.

Run Ming Law OfficeWithofficesinBeijingandShanghai,RunMingis committed to providing total business legal services.Thefirm’scorepartnersareexperiencedlawyerswithover20yearsinlegalpractice.

Thomson Reuters LegalWestlaw is one of the world’s primary online legal research services for lawyers and legal professionals and is a part of West and Thomson Reuters.IthashadasuccessfulgloballaunchofWestlaw China, a new database with primary andsecondarysourcesonChina.

Intellectual property: Lifang & PartnersBothmultinationalanddomesticcompaniesareincreasinglymakingstrategicuseofIPasacompetitivedifferentiator.Lifang&Partners,aspecialist,full-serviceIPlawfirm,sharedtheir extensive industrial expertise and market knowledge to help companies come to grips with China’sevolvingIPRlegalenvironment.

Xie Guanbin

Employment law: TransAsia LawyersOne of the most popular workshopsinthisyear’sBeijingin-houselegalsummit.EmploymentlawexpertDrIsabelleWan,head of the employment law practice in TransAsia, highlightedthemajorreformsaffectingemployers’rights and obligations under the new, more regulatedlabourandemployment-lawregime.

isabelle Wan

Mergers & Acquisitions: Broad & BrightWith China’s legal and regulatory frameworkgoverningM&Aactivity becoming increasingly sophisticated,Broad&BrightpartnersLawrenceGuo and David Wang gave a comprehensive review of recent development in the legal regime affecting M&Atransactions,anddetailedanumberofeffectivesolutionsandstrategiestogetdealsdone.

lawrence Guo

Customs & international trade: Sandler, Travis & RosenbergPartnerinchargeofAsiapracticeatSandler,Travis&Rosenberg,aninternational trade and customs law firm,JiangZhaokangtookacloselook at customs, international trade and supply chain compliance issues concerning domestic companies and how to formulate strategies that take advantage ofinternationaltraderules.

Jiang Zhaokang

The art of legal practice: Zhonglun W&D Law Firm SeniorpartnerofZhonglunW&DWangHaoprovidedauniqueopportunityforin-houselawyersto understand the role and functionofexternalcounsel.Hecoveredarangeof topics including how external counsel can add valuetoin-houseteams,andtherelationshipbetweenin-houseandexternalcounsel.

Wang Hao

Deheng Law FirmWith230legalstaff,including37partners,andofficesinBeijing,JinanandShanghai,Dehenghas been recognised as one of the fast growing firms in China and a leading player in the Northeasternregion.

To view all jobs, free surveys and more visit

www.taylorroot.com.hk

EQUITY COMPLIANCE MANAGER HONG KONGA truly international global financial house seeks a senior manager in equitycompliance to provide day-to-day compliance advisory services to the equitydivision including cash and equity derivatives. Applicants will have a goodknowledge of the equity business particularly product knowledge. Fixedincome and structured products would be an advantage. Ref: 5965. 3+ years

WEALTH MANAGEMENT HONG KONGGlobal financial institution seeks mid-level lawyer to advise fast expandingwealth management business in Asia Pacific. Ideal candidates will haveexisting private banking industry knowledge although generalfinance/banking/funds experience will be considered. Must be able todemonstrate a commercial attitude. Ref: 5189. 5-8 years

HEAD OF LEGAL HONG KONGExciting opening at this leading Asian investment bank for a mid-senior levelbanking and finance lawyer. You will be responsible for managing a small teamand must have gained strong exposure to treasury products. Fluent Chineselanguage skills are highly desirable for this role as there will be high levels ofinteraction within the business. Ref: 5867. 5-8 years

PROJECTS HONG KONGExcellent opportunity to join the regional legal team of a leading Asian energycorporation. This role will see you supporting a number of different businesslines including financing and project development as well as handling generalcorporate and commercial issues. Fluent Mandarin is highly desirable for thisrole. Great work/life balance. Ref: 5835. 5-7 years

IT/COMMERCIAL SHANGHAILeading US based multinational organisation is now looking for a highlycommercial senior lawyer to join this growing regional team. A solid corporatecommercial background is required for this regional role as well as the abilityto forge strong relationships with senior business heads. Fluent Mandarin isessential for this role. Ref: 5864. 6-8 years

CORPORATE FINANCE TOKYOThis powerhouse financial institution wishes to employ legal counsel tosupport the legal risk management team, focusing on tailored transactions andgeneral corporate matters. Main duties include structuring documentation tominimize legal risks, evaluating legal risks of new business activities andprojects. A highly competitive salary on offer. Ref: 5HVG. 5+ years

STRUCTURED PRODUCTS/DERIVATIVES TOKYOInternational investment bank seeks lawyer with solid experience in structuredcredit products, derivatives and securities to join team in Tokyo. Someknowledge of Japanese securities (and languages) an advantage but notnecessary. Relocation will be considered. UK/Aus/US lawyers encouraged toapply. Ref: 5803. 4+ years

US ATTORNEY TOKYOA unique opportunity now exists for a US qualified lawyer with experiencefrom an international law firm in New York to join this leading Japanese tradinghouse. You will have a background in corporate, commercial, projects, energyor construction matters and will be looking to develop your career in-house.Japanese languages desirable. Ref: 5922. 2-5 years

COMMERCIAL LITIGATION HONG KONGOne of Hong Kong’s leading litigation practices currently requires a newassociate. You will be involved in high profile international commerciallitigation and arbitration and represent some of the biggest corporations in theworld. Chinese language skills are not needed but excellent academics areessential. Ref: 3447. 2-4 years

LITIGATION PARTNER HONG KONGTop UK firm with an established presence in Asia wants to appoint anotherpartner to its highly ranked practice. This presents an excellent opportunity fora senior lawyer with contacts to establish themselves in the local market inHong Kong and to use this great platform to expand their book of business. Ref: 1651. 6+ years

CORPORATE PARTNER HONG KONGGreat opportunity for a senior lawyer with experience working on high endM&A, corporate finance and ECM matters to lead this department of 4corporate partners. The firm has a preference for someone with existingclients and contacts to build on this already strong global practice. Top marketremuneration for the right candidate. Ref: 4066. 6+ years

RESTRUCTURING PARTNER HONG KONGLeading US restructuring/distressed debt specialist seeks a seniorcorporate/financial restructuring lawyer for its Hong Kong office. You will beadvising US and European hedge/private equity funds and must havesignificant experience in the area, ideally in the HK/China market but nofollowing is required. Ref: 5960. 10+ years

COMMERCIAL LITIGATION HONG KONGInternational firm with one of the longest standing disputes practices in HongKong seeks a mid-level commercial litigator. You will be working on a range ofHong Kong and cross-border commercial litigation matters. You must have atleast 3 years’ PQE from a well regarded firm, HK qualification and Chineselanguage skills. Ref: 5945. 3-6 years

COMMERCIAL LITIGATION HONG KONGUS firm seeks a HK qualified commercial litigator for its Hong Kong office. Youwill be advising on white collar crime and securities litigation matters for aninternational and local client base. No prior experience in these areas isrequired but at least 1 years’ commercial litigation experience and HKqualification are a must. Ref: 5943. 1+ years

COMMERCIAL LITIGATION HONG KONGThis Magic Circle firm’s litigation department has an excellent reputation andis looking to take on an additional junior lawyer with top-tier experience andan outstanding academic background. Mandarin is an advantage but isn’tessential. You will gain high calibre commercial litigation and internationalarbitration experience. Ref: 5065. 2-3 years

RESTRUCTURING & INSOLVENCY HONG KONGAward-winning Asia restructuring and insolvency group is searching for alawyer with strong drafting and negotiating skills and a solid non-contentiousrestructuring and insolvency background. It is looking to expand its practicefurther and to build on its already impressive global reputation and reach inthis area. Ref: 5131. 2-6 years

In-house Private Practice

MichaelLuckett

LiamRichardson

T: +852 2973 6333For Practice roles contact Michael Luckett

E: [email protected] In-house roles contact Liam Richardson

E: [email protected]

The SR Group | Brewer Morris | Carter Murray | Frazer Jones | Parker Wells | SR Search | Taylor Root London | Birmingham | Manchester | Leeds | Edinburgh | Dubai | Hong Kong | Sydney | Melbourne

022350-268x210-ALB-HK 18/12/08 09:14 Page 1

http://www.taylorroot.com.hk

This is a small selection of our current vacancies. Please refer to our website for a more comprehensive list of openings. For further information, please contact Emily Lewis 2537 7408, Lindsey Sanders 2537 7409, Sandra Godbold 2537 7415

or email [email protected]

www.lewissanders.com

Banking & Finance Partner Hong Kong 8+ yearsTop tier UK rm seeks a Partner with solid banking and nance experience to head the Hong Kong practice. You will have regional coverage and quality client relationships. Chinese language skills a plus but not essential. ALB1675

Insolvency/Restructuring Hong Kong 3-6 yearsOpportunity for a lawyer with a solid commercial and/or nance background within an expanding global insolvency team. Restructuring/insolvency experience preferred and lawyers with a non-contentious/contentious background will be considered. ALB1432

Shipping Hong Kong 2-6 yearsLeading international law rm with an unrivalled reputation in shipping seeks a lawyer with shipping litigation experience. Chinese language skills not essential and so candidates from other jurisdictions are encouraged to apply. ALB583

Litigation Hong Kong 1-3 yearsTop tier UK rm seeks a junior level commercial litigator to work on general commercial dispute resolution matters. Ideally you will be HK quali ed, speak Cantonese and/or Mandarin. Excellent opportunity to take your career to the next level. ALB1588

Equity Derivatives Hong Kong 3-8 yearsInternational bank seeks a mid to senior level lawyer with derivatives experience from a leading law rm or investment bank to cover equity and/or fund-related matters. Chinese language skills not required. Quality work and job security offered. ALB1673

IP Hong Kong 4-8 yearsIP lawyer with PRC trademark, domain name and copyright experience required to join global e-commerce company. Working closely with the business on the implementation of IP policies, prosecution and defense matters. Fluent Mandarin required. ALB1627

Private Wealth Management Hong Kong 4-8 yearsPrivate bank with strong Asia business seeks a lawyer to provide legal advice on a range of nancial products. Ideally you will have private banking experience or general nance/regulatory or derivatives skills. You must have excellent English language skills. ALB1632

In-house

Private Practice

Corporate M&A Hong Kong/Beijing 3-6 years Leading US practice has an excellent opportunity for a corporate M&A lawyer. You will have solid M&A and private equity experience with the ability to run deals and oversee junior associates. Mandarin language skills are desirable but not essential. ALB1684

Regulatory/Financial Services Hong Kong 2-5 yearsGlobal law rm seeks a lawyer to cover all aspects of nancial services and regulatory advice including contentious matters. Lawyers with banking or nancial markets experience preferred but corporate lawyers interested in retraining are also of interest. ALB1422

Con icts Lawyer Hong Kong 3+ yearsThis is an excellent opportunity for a lawyer looking for a change in career direction and regular hours to join this global law rm. Lawyers with 3 years experience in any practice area are of interest. Chinese language skills not required.ALB1434

Head of Corporate Hong Kong PartnerTop tier UK rm with strong platform in Asia and globally seeks a well established corporate partner to head up the Corporate Practice across Asia. You will have proven transactional, technical and BD skills, as well as management experience and strategic vision. ALB1504

Media/Corporate & Commercial Singapore 2+ yearsRegional media business seeks a junior corporate/commercial lawyer. Ideally you will have media rights experience and enjoy working in a fast paced business environment. This role will offer the successful candidate top quality regional media work. ALB1716

Corporate Hong Kong 3-5 yearsThe Hong Kong of ce of this Asia conglomerate has a unique role for a top quality corporate lawyer with strong transactional experience. You will work on M&A, general corporate and commercial issues. English language skills are essential. ALB1704

General Counsel Shanghai 10+ yearsB2B company seeks a GC with strong PRC experience to manage a team advising on a range of commercial, corporate and IT/IP issues. Fluent Mandarin and English essential. Dynamic and fast paced working environment. ALB1628

http://www.lewissanders.com

www.hughescastell.com

In-house Head of Legal (10-15 yrs pqe) Hong Kong This is a lead role in a Hong Kong listed company which requires someone interested in business development. You need to be commercially savvy and have a background in corporate finance and general corporate commercial matters. Knowledge in property projects development is very useful. Must be HK admitted. Excellent remuneration on offer. Candidates need fluent Cantonese with Mandarin a distinct advantage. Ref: 8005/AB

Senior Legal Counsel (5-10 yrs pqe) Shanghai or Beijing Working closely with the General Counsel, this is a senior role with tremendous growth potential within one of the world’s biggest companies. PRC law degree and a foreign law degree are pre-requisites, together with a foreign bar admission and international firm training. The position requires corporate commercial experience. Our client is looking for a dynamic and business savvy person who has excellent English language skills. Ref: 8008/AB

Senior Legal Counsel (7 yrs pqe) Beijing A fortune 500 US company seeks a Senior Legal Counsel to be based in Beijing. The position will advise and support junior lawyers. The qualified applicant must have at least 7 years legal experience gained either from top tier law firms or fast paced multinational companies. You will need to have solid experience in handling general corporate and commercial transactions, as well as possess sound IP knowledge. LLB/LLM from a leading PRC or overseas university is required, and excellent English and Mandarin language abilities are essential. Prior legal experience from an IT company is highly desirable. Ref: 7961/AB

Compliance Manager (5-8 yrs exp) Hong Kong Our client is seeking someone to take up a leadership position and establish a compliance function. The position requires someone with at least 5 years compliance experience in an asset management field or experience with Asia compliance dealing with investment management products. Additionally, exposure to private equity and hedge funds along with familiarity dealing with UCIT funds is sought. You should be a team player and have the ability to work in a global organization. The company is a global leader in wealth management. Ref: 7953/AB

Private PracticeHK Law Practice (10+ yrs pqe) Hong Kong This leading law firm is strategically expanding its practice in Asia and is seeking to leverage off its strong banking and capital markets track record. It is looking to recruit an accomplished Hong Kong Partner build the practice. Our client requires applicants to have a proven track record and experience with capital markets and banking and would welcome discussions with a small team. Ref: 7975/AB

Managing Partner Shanghai Our client is one of the pioneering US law firms in China. It currently seeks a Managing Partner to lead its practice. An accomplished senior lawyer with gravitas and a strong track record in leading transactions in the securities, venture capital, M&A and private equity areas gained at an internationally recognised firm is desired. You should have US admission and a strong reputation as a market leader. Native Chinese language skills are needed along with excellent interpersonal and communication skills, a dynamic personality and strong interfacing ability. Ref: 7967/AB

Litigation (3-4 yrs pqe) Hong Kong This top tier international law firm seeks a qualified barrister to join its thriving litigation practice in Hong Kong. If you have general commercial litigation experience or IP and/or employment experience and are looking to move to litigation, this could be the ideal role for you. Any exposure to non-contentious and employment matters would be helpful. Ref: 7979/AB

Project Finance Lawyer (3-4 yrs pqe) Tokyo Our client, a diverse international law firm, is seeking a lawyer with established experience in project finance. Of particular interest, are those candidates with a history of working on infrastructure projects. US or UK qualification is preferred. An additional benefit is the ability to speak Japanese and/or Korean. Ref: 8009/AB

Real Estate Lawyer (3-4 yrs pqe) Hong Kong Would you like to join the well established China practice of an international law firm? This is an excellent opportunity for a Hong Kong qualified real estate lawyer with 3-4 years prior experience from a large domestic or international firm. You should have experience in project conveyancing. Chinese language skills are required. Ref: 7978/AB

Marine Litigator (3+ yrs pqe) Hong Kong Large international firm with a solid presence in Asia is in need of a Marine Litigator. The position will focus on dry shipping matters and join a focused team. Those with foreign qualification such as UK or Australia are welcome to apply. Look forward to good remuneration. Ref: 7951/AB

Commercial Litigator (3 yrs pqe) Hong Kong New role to join this international firm and be part of a small team. To be considered, you need 3 years experience as a commercial litigator, and you must be Hong Kong qualified. Chinese language skills are a requirement. Ref: 7955/AB

ICM Lawyer (1-2 yrs pqe) Hong Kong This well established global practice seeks an ICM lawyer who is ideally both PRC and HK qualified. You will need exposure to PRC regulatory and derivatives work gained from a leading international or local law firm. Must have excellent written and spoken Mandarin and English. Ref: 7977/AB

China Head of Business Support (5 yrs exp) Shanghai Do you have at least 5 years of experience in business support in a professional services firm? This is a management role, supervising a small team in a top international law firm in Shanghai and Beijing. The work is varied covering budget preparation, HR management and IT supervision. Fluent English is essential; fluent Mandarin is also helpful. This position is open to experienced Chinese or non-Chinese nationals. Attractive compensation for the right candidate. Ref: 7928/AB

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

HONG KONGTel: (852) 2520 1168 Fax: (852) 2865 0925 Email: [email protected]

SINGAPORETel: (65) 6220 2722 Fax: (65) 6220 7112 Email: [email protected]

Best wishes for a bull year.

ALB ad Jan09 Bull.indd 1 12/16/2008 10:04:53 AM

http://www.hughescastell.com

BeijingSuite 85, L24, Tower 3, China Central Place,

77 Jianguo Road, Chaoyang District, Beijing 100025, ChinaPhone: (86) 10 8588 0040Email: [email protected]

Singapore20 Cecil Street, #20-03 Equity Plaza,

049705 SingaporePhone: (65) 6557 4163

Email: [email protected]

3305, 33/F, The Centrium,60 Wyndham Street, Central, Hong Kong

Phone: (852) 2973 0810 Evening/Weekends: (852) 9383 1819Email: [email protected]

Hong Kong

PRIVATE BANKING Singapore 8+ PQEAn exciting new in-house opportunity has arisen for a senior lawyer to oversee the trust and private banking business unit in this international i-bank. The successful candidate will have extensive experience in trust and banking work from a top-tier law firm or financial institution. (ALB 3881)

FINANCIAL SERVICES Shanghai 4+ PQEProfessional service firm seeks a PRC corporate lawyer to assist its Shanghai office on compliance, risk management, disputes and HR matters. Candidate should have regulatory or commercial experience gained at a multi-national company or international law firm. (ALB 3348)

FUNDS Hong Kong 3-6 PQELeading asset management group is looking for a funds lawyer to join their busy legal team. Working closely with the head of legal, you will be responsible for all pre-launch regulatory activities for new funds. Fluent Cantonese is essential. (ALB 3697)

COMMERCIAL / M&A Hong Kong 3-5 PQEOur client is a well-known conglomerate with interests thoughout Asia Pacific. Based in Hong Kong, the successful candidate will be providing general commercial legal advice to senior management. Experience gained at leading law firm is critical. No language skills. (ALB 3264)

BANKING Hong Kong 3+ PQEOur client is a long established regional commercial bank. With a broad and diverse business this bank is well positioned in the current market. It needs a legal counsel who can support the business on regulatory and compliance issues. Fluent Chinese is important. (ALB 3857)

CORPORATE Beijing PartnerWell known US firm is expanding its Beijing office and is looking for a senior associate or Partner to join the corporate practice. No following is needed as the firm has sufficient work from its international clients. (ALB 3867)

LITIGATION Hong Kong 5-8 PQEA leading international firm with a renowned global disputes resolution group is seeking a senior litigation lawyer. Work will involve advising on both general commercial litigation and insolvency cases. Prior experience with top-tier firms is essential. (ALB 3823)

EMPLOYMENT Hong Kong 5+ PQEInternational law firm is looking to appoint a specialist employment lawyer for the first time in Asia. Need has come about as a result of considerable client demand. Excellent partnership prospects. (ALB 3895)

TRANSFER PRICING Shanghai 5+ PQELeading international law firm with established tax practice seeks two transfer pricing specialists to join its team. Ideal candidates should have worked on transfer pricing matters at a leading accounting or law firm in China. (ALB 3889)

SENIOR MARKETING MANAGER Hong Kong SupportOur client is a global top 10 international law firm and requires a career focused BD Manager for the Asia region. You will manage all business development activities including Client Relationship Management programs and be involved in business development efforts including proposals, pitches and presentations. (ALB 3910)

These are a small selection of our current private practice vacancies. If you require further details or wish to have a confidential discussion about your career, market trends, or salary information then please contact one of our consultants: Denvy Lo, Nick Marett, Nisha Chugh, Lucy Li, or Andrew Skinner.

HKALB9.1 ALS hi-res.pdf 12/19/2008 3:06:03 PM

http://www.alsrecruit.com

PRIVATE PRACTICE IN-HOUSE

Please contact James Garzon at (852) 2521 0306 or email [email protected]

Please contact Jeremy Small at (65) 6829 7155 or email [email protected]

HONG KONG OFFICE

SINGAPORE OFFICE.

www.law-alliance.comVisit our website to see the latest in-house and private practice vacancies worldwide

CORPORATE – HONG KONG

Leading law firm requires corporate lawyer to join its growing practice. You will work with an impressive blue chip client base and focus on M&A and private equity matters. Rare opportunity to work for one of HK’s top corporate teams on high profile and challenging matters. Excellent mentoring and strong career prospects on offer within well resourced team. Chinese language skills not required. (PT2075) 3-6 YRS PQE

COMMERCIAL LITIGATOR – HONG KONG

International law firm seeks ambitious litigator to work on a variety of general litigation and contentious regulatory matters. Excellent remuneration package and friendly working environment. You will be offered quality work and first class training. You will be given considerable responsibility and autonomy. A strong academic background and experience working within an international law firm in HK will be advantageous. (PT2076) 1-5 YRS PQE

FUNDS – HONG KONG

This global law firm has an opportunity for a Hong Kong qualified lawyer to join their funds team. You should have substantial experience in handling different types of licensing matters related to investment funds, including hedge and private equity funds. Experience working for relevant regulatory body definitely considered as an advantage. Excellent training with attractive package on offer. (PT2082) 2-5 YRS PQE

CORPORATE ASSOCIATE – BEIJING / SHANGHAI

US based law firm with clientele across the globe seeks a mid-level US JD or Commonwealth LL.B lawyer to join its strong corporate practice. You will responsible to give advice to top organizations from all over the world on their Private Equity, Joint Venture and M&A work. You will work with highly regarded partners on challenging transactions. Great prospect while enjoying Wall Street package. (PT2024) 3-5 YRS+ PQE

CAPITAL MARKETS / DERIVATIVES – HONG KONG

This leading regional bank has an urgent opening for a lawyer with extensive equity capital markets experience. You will support the trading desks, advise on structuring products and sales and marketing. An in-house background in derivatives and products would be highly advantageous but not required. Our client can offer a supportive working atmosphere, career development possibilities and lucrative remuneration. (IS1097) 5 YRS+ PQE

PETROCHEMICAL COMPANY – HONG KONG

Our client is a successful listed company that produces petrochemical products. They are now looking for an experienced corporate lawyer. You will be in charge of providing legal advice to senior management on new business development, corporate governance, M&A and other general corporate matters. This is an opportunity to move into a stable position that can offer a competitive salary package. (IS1103) 5 YRS+ PQE

HEAD OF LEGAL FOR ASIA – HONG KONG

Illustrious and leading private investment firm is looking for an exceptionally seasoned lawyer to handle its legal affairs in Asia. As Head of Legal, you will work closely with the Global General Counsel in ensuring the efficiency of the group’s operations in the region. PE/funds experience is essential. Lifetime prospect for a leading and integral role with one of the most lucrative global enterprises. (IS1099) 10 YRS+ PQE

LEGAL COUNSEL / BLUE CHIP CONGLOMERATE – TOKYO

An enterprise that has consistently been amongst the top ten companies in the world, our client seeks a lawyer to be an integral part of its real estate group. You will be responsible for the Group’s legal functions in Japan. This will include the execution of transactions and involvement with assets under management. Corporate and real estate experience essential. Illustrious prospect with a global icon. (IS1105) 5 YRS+ PQE

C

M

Y

CM

MY

CY

CMY

K

9.01_la_alb_hk hi-res.pdf 12/11/08 4:46:30 PM

http://www.law-alliance.com

C M Y CM MY CY CMY K

PSD GroupHong Kong: 5107 Central Plaza, No. 18 Harbour Road, Wanchai, Hong Kong

General Line: +852 2531 2200

Singapore : 77 Robinson Road, #14-02 Robinson 77, Singapore 068896General Line: +65 6738 3088

S i n g a p o r e • H o n g K o n g • S h a n g h a i • D u b a i • L o n d o n • P a r i s • M u n i c h • F r a n k f u r t

http://asia.psdgroup.comPSD is part of the OPD Group & listed on LSE

Please call +852 2531 2200 or [email protected]

Corporate Finance Lawyer (4-7 years’ PQE)

In-HouseLegal Counsel — Leading MNC, Hong KongWorried about the global meltdown? Join this expanding, secure NYSE-listed companyat an influential level as legal counsel. You will establish a new department for a newdivision and manage all legal matters in the APAC region with focus on a broad rangeof commercial transactions such as contract drafting/negotiations, litigation management,data protection and corporate governance. Candidates with minimum 5 years’ PQEin a law firm or corporate in-house department and solid experience in commercialtransactions and/or IP/IT background will be highly regarded. Excellent Englishand Chinese language skills are preferred. Fantastic career prospects and regularworking hours.

Deputy General Counsel — Leading Bank, Hong KongUnique opportunity to join this leading bank. You will focus primarily on corporate andretail banking products such as loans, treasury, trade finance, investment, equity andcredit derivatives and bonds. Candidates with at least 8 years’ PQE and solid experiencein banking and/or finance areas will be highly regarded. Excellent English and Chineselanguage skills are essential. Extremely competitive remuneration and fantastic careerprogression on offer.

Senior Legal Counsel — Investment Bank, Hong KongThis investment bank is looking for a senior corporate finance lawyer to take the leadin its high-profile corporate transactions. You should have at least 5 years’ PQE andextensive experience in capital markets, securities, M&A and listings work involvingmulti-jurisdictional parties. Its legal team consists of high quality people and a superbspirit with a real focus on teamwork. Friendly working environment and top pay on offer.Employment Lawyer (3-5 years’ PQE)

This leading City firm has a significant Asian presence. It is seeking to add amid-ranking employment lawyer to join its employment team. You will be advisingemployers on issues relating to employment law, human rights, pensions and benefits.Candidates from other common law jurisdictions are extremely welcome. Fantasticremuneration scheme.

General Counsel/Senior Legal Counsel — MNC, Hong KongOur client is a Fortune 500 company and one of the world’s fastest growing MNCsin the manufacturing sector. It is seeking to recruit a general counsel to lead a teamof lawyers. Candidates with minimum 10 years’ PQE and solid experience in corporateM&A, listings rules compliance and/or litigation are invited to apply. Alternatively,those with at least 5 years’ PQE will be considered for the Senior Legal Counsel post.Excellent English and Chinese language skills are essential. Excellent opportunitywith good work/life balance.

Funds/Wealth Management Lawyer— Global Financial Institution, Hong KongOur client is a market-leading global financial institution. Its wealth management divisionis seeking to recruit a mid to senior-level funds lawyer to drive its continuing expansionin Asia. Candidates with solid experience in a reputable law firm or financial institutionin structuring, distribution, management and investment of retail and institutional fundswill be in high demand. Those with strong exposure to investment-linked products frominsurance companies and extensive banking and finance experience will be equallyconsidered. Terrific remuneration for the right candidate.

Legal Counsel — Regional Bank, Hong KongThis well-established regional bank is seeking to hire a legal counsel. You will play thecentral role in providing legal advice to the corporate banking and treasury operationsthrough working closely with external counsel and the compliance team. Candidateswith minimum 4 years’ PQE and strong banking/financial services, investment productsor regulatory experience are welcome. Fluent English and Chinese language skills arecrucial. Exciting prospects for the right candidate.

Vice President/Senior Manager, Compliance— Leading Bank, Hong KongOur client is a leading retail and corporate bank in Hong Kong. It is seeking to recruita VP in Compliance to carry out the full range of compliance functions. You will enforceall compliance controls, advise on compliance issues and develop anti-money launderingpolicies. Candidates with minimum 10 years’ compliance and/or audit experienceand knowledge of banking operations are preferred. Alternatively, those with at least6 years’ experience will be considered for the Senior Manager post.

Private PracticeEmployment Partner (8+ years’ PQE)US law firm well-established in the region is seeking a senior employment lawyer(partner or senior associate level) to join its world renowned employment team.You should have minimum 8 years’ PQE and be familiar with HK and PRCemployment and labour law.

Commercial Lawyer (3+ years’ PQE)Exciting opportunity for a mid-level lawyer to join this prominent global law firm. Youshould have solid knowledge of commercial contracts and IP law. Previous exposureto IT and/or licensing agreements will definitely be an asset. Excellent English and Chineselanguage skills are essential. Diverse range of work and international clientele.

Insurance Litigation Lawyer (2-6 years’ PQE)Our client is a well-established international law firm with a market-leading insurancepractice. You will be involved in high-profile insurance litigation, arbitration and personalinjury cases, often of an international nature. Candidates with minimum 3 years’PQE and insurance litigation experience are sought. Those with solid general litigationexperience will also be considered. Excellent English and Chinese language skills arepreferred as well as proficiency in Cantonese.

Senior Construction Lawyer (7+ years’ PQE)International firm is looking to establish its growing construction practice. You will actfor major real estate developers and potentially assist with business development in thePRC. Candidates having at least 7 years’ PQE with extensive experience in PRC-relatedconstruction work and a book of business are preferred. Those with a litigation backgroundand exposure to construction disputes will also be considered. Partnership role dependingon your level of experience.

Commercial Litigation Lawyer (2+ years’ PQE)Our client is a leading international firm with a market-leading litigation practice.You will be involved in high-profile commercial litigation, alternative dispute resolution,regulatory disputes and investigations, often of an international nature. Candidateswith minimum 2 years’ PQE and extensive general litigation experience are sought.Fluency in English, Cantonese and Mandarin is a given. Competitive remunerationand a promising future awaits the right candidate.

Corporate Finance Lawyer (4-7 years’ PQE)Join this well-known global law firm as it seeks toadd a corporate finance lawyer to its expandingteam. You should have at least 4 years’ PQE andstrong knowledge of listings work involvingmulti-jurisdictional parties. Fluency in English,Cantonese and Mandarin is a given. Competitivesalary and exciting career prospects.

http://asia.psdgroup.com

http://www.jurds.com.au

Head of LegalFinancial Services Company | 10+ Years PQE

Based in Shanghai, you will supervise a small team and advise business units on risk management, acquisitions, dispositions, joint ventures and financing as well as general operational matters involving the China business. With a minimum of 10 years’ experience as a transactional real estate lawyer, you will have a strong understanding of the Chinese legal and regulatory framework. You must also have strong business sense and excellent organisational and communication skills. Fluency in both English and Mandarin is essential. ref: H333400

Corporate Finance LawyerLeading Global Law Firm | 3-5 Years PQE

In the corporate finance team, you will be involved in take-overs, mergers and acquisitions, pre-IPO, IPO, equity securities and other transactional work including restructuring and joint ventures. The successful candidate must have at least three years’ post qualification experience gained in a corporate M&A and/or IPO focused role. Prior exposure to leading investment banks or blue-chip corporate clients will be advantageous. You must be able to work in a fast-paced and challenging environment within a large and diverse team. Fluency in English, Cantonese and Mandarin is essential, and a common law jurisdiction qualification is required. ref: H344010

Corporate Paralegal Professional Services | 3+ Years

Our client is a newly established professional services firm, facilitating a portfolio of reputable clients in Hong Kong. They provide a full range of professional services in legal, accounting and company secretarial services. Based in Hong Kong and reporting to the Legal Counsel, you will be responsible for drafting and negotiating various commercial documents, overseeing company secretarial work and providing legal advice to various clients. You must be a commercially savvy individual with experience in handling corporate and general commercial work. A mature, independent and highly flexible candidate is preferred. Fluency in English and Chinese is essential. ref: H340850

Insolvency / Restructuring LawyerInternational Law Firm | 10+ Years PQE

In this role, you will handle the structuring, documentation and negotiation of insolvency/corporate restructuring. You must be an insolvency or corporate finance lawyer with sound structuring, documentation and negotiation skills to be considered for this role. Candidates with a strong client following will be highly regarded and those with relevant technical skills may also apply. Fluency in English and either Cantonese or Mandarin is essential. ref: H424000

Asia Product Safety & Regulatory Lawyer US Multinational | 8 Years PQE

Our client is a leading US Multinational manufacturer with substantial operations across PRC and Asia. In this newly created role, you will report directly to the US headquarters and be responsible for providing legal advice on compliance, manufacturing and product safety standards. You will also be required to manage relationships with PRC and Hong Kong governments and regulatory authorities. Suitable candidates will have at least eight years’ post qualification experience with a good understanding of corporate law and government relations. Previous in-house experience in the manufacturing industry will be advantageous but not mandatory. Fluency in English, Cantonese and Mandarin is essential. ref: H326750

Legal CounselLeading Bank in Asia | 3-6 Years PQE

In this role, you will be involved in a wide range of corporate banking agreements and financial products, including derivatives, structured products, syndicated loans, PRC lending and treasury. The ideal candidate will have 3-6 years’ post qualification experience, preferably gained in the area of banking or financial services, with a strong knowledge of the local regulatory guidelines. Prior experience gained within another bank is required. You must be an independent individual who can work with minimal supervision and take the initiative when the Head of Legal is abroad. Fluency in English and Chinese is required, and Mandarin language skills are advantageous. Hong Kong qualified lawyers are preferred. ref: H335510

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

#744

6

www.michaelpage.com.hk

Let Michael Page assist you in achieving your career goals. As industry leading specialists, we can give you access to exceptional opportunities with the world’s best employers.

Talk to us about your ideal role or visit www.michaelpage.com.hk for our full range of career opportunities.

ambitionmy career – Michael Page

my

http://www.michaelpage.com.hk

84

Sign off >>


ethnicity in the City US firm Morrison & Foerster recently hit headlines with the

news that it had appointed tax partner Trevor James to managing partner of the firm’s London office – making him the first black managing partner at the international firm.

James takes over from Julian Thurston, who will continue at the firm as co-chair of the life sciences group.

The announcement has brought to light a number of figures regarding firms and their race-based managing partner records.

According to the Black Solicitors Network’s (BSN) 2008 diversity league table, until recently Beachcroft, Clifford Chance, DLA Piper and Linklaters were the only UK firms with any black partners. On the US firm front, 10% of City partners at Weil Gotshal & Manges are black (two partners), while fewer than 1% of Reed Smith’s partners are black.

Weil Gotshal & Manges City managing partner Mike Francies, Freshfields financial

institutions co-head Will Lawes and Slaughter and May corporate heavyweight Charles Randell recently came across an extra five minutes of fame when they were named in the 2009 edition of Who’s Who – along with numerous film stars, musicians and other notable characters.

The high-profile lawyers are three of the 1,000 new individuals to snag a mention in the 161st edition of Who’s Who which profiles some 33,000 individuals in its most recent issue.

Pannone senior partner Joy Kingsley, Freshfields London corporate head Mark Rawlinson, Simpson Thacher & Bartlett finance partner Tony Keal and Slaughters’ corporate partner Nigel Boardman and senior partner Chris Saul are also part of the annual list of notable Britons.

Constance Briscoe, one of the UK’s few black judges and author of controversial memoir Ugly, and Paul Mitchard, head of litigation at Skadden Arps, are also included in the list.

Leading Uk lawyers grace pages of who’s who

TOP LEgaL adviSOrS On gLObaL M&a ►bY vaLUE: 2008

year to date, as of 12 December 2008

Legal advisor No. of Deals

Value (US$m)

1.Sullivan&Cromwell 126 371,857

2.Linklaters 209 351,242

3.Allen&Overy 224 324,721

4.Skadden 170 324,211

5.Freshfields 257 323,857

6.Latham&Watkins 248 307,975

7.CliffordChance 225 271,559

8.Cravath,Swaine &Moore

61 266,498

9.WeilGotshal &Manges

116 231,259

10.SimpsonThacher &Bartlett

61 216,541

Industry total 34,756 2,811,335

Source:ThomsonReuters

Rochester Law Firm is serious about forcing staff to be healthy. The firm made a stand on smoking when it legally fired

a 56-year-old staff member for defying a new policy at work that banned smoking breaks for hourly employees.

Karen Kridel took a five-minute smoke break in the morning and another in the afternoon every day in the14 months she worked for the firm as a paralegal – but was fired for continuing the practice after breaks outside of lunch were then prohibited in an October 2006 e-mail.

Kridel was fired on the grounds she had engaged in misconduct by violating the no-break policy, a decision that was upheld by the Supreme Court in Albany and could now have to repay the US$3,000 in unemployment benefits she received.

No smoking without firing Big bucks Bingham USlawfirmBinghamMcCutchenrecentlysnaggedatopspotinfortune

magazine’sannualreporton100BestCompaniestoWorkFor.The corporate firm received its ranking for being one of the highest paying

employers on the market – the firm offers fresh law school graduates a base salaryofUS$160,000onarrival,andthemagazinereportsthat“eventhefirm’slegalsecretariesaverageanot-too-shabbyUS$69,000ayear”.

Binghambroughtthreefirmsintoitsfoldin2007,increasingstafflevelstoover1,000lawyersspreadacross13differentoffices,thelargestofwhichisitsheadquartersinBoston.

The average total pay for associates at the firm is reported to be around US$211,017.InAsia,BinghamhasofficesinTokyoandHongKong.

http://www.legalfutures.com

http://www.breguet.com

asian legal business (north asia) 9.1

Documents

singapore law firm

progressive firm

tax plan

ethical tax advice

hong kongt

competition law

hong kongunit

alb awards