asian legal business (north asia) aug 2010

ISS

UE

10

.8

ThailandSmiles return to the capital markets

Employment lawWhat ‘employee-friendly’ workplaces mean for lawyers

Wealth management Next battleground for Asia’s law firms?

www.legalbusinessonline.com Market-leading analysis CoMprehensive deals Coverage debt & equity Market intelligenCe

Managing the

mega Mergers

THE BEST ADR FIRMS IN ASIAPLUS

Akiko Yamahara – Citi Japan

http://www.lexmundi.com

EDITORIal >>

1www.legalbusinessonline.com

IN THE FIRST PERSON

“Thailand has good market infrastructure. The only issue is the political situation, which hopefully will abate as the government’s plan provides more stability”Kittipong Urapeepatanapong, Baker & McKenzie (p8)

“In the past, or at least before the financial crisis, one would talk about a company’s risk appetite. But now it is not about avoiding risk – it is about finding ways in which we can accept that risk”In-house counsel, ADR rankings, (p32)

“There’s a gap in the market, in particular Hong Kong, to provide complex contentious trust and estate cases services”Rupert Ticehurst, Herbert Smith (p47)

12-18 months

When the singapore government announced the six recipients of its qualifying Foreign law practice (qFlp) licenses in december 2008, the government declared that it would revisit whether the scheme would be expanded in ’12-18 months time’. and while both the

Ministry of law and the attorney general’s Chambers seem to be no nearer to christening the next bunch of qFlp recipients, they may be well served by looking first at some of the unintended consequences of the scheme.

the true impact of legal sector liberalisation will always take time to be felt. it took almost a decade for Japan to see the full effects of liberalisation there, and hong kong perhaps even longer. yet even allowing for a time lag, signs are already emerging that singapore’s venture may not be heading for the same level of success.

on the surface, life in the singapore offices of the six licensees has never been better – perhaps with the exception of White & Case. but those firms who either missed out on licenses, or were not invited to apply, are coming to grips with what is fast becoming a two-tiered legal services market for international law firms.

as one partner at a us law firm recently told ALB, “liberalisation either had to be all or nothing. What we have now are six firms who have an unfair advantage and countless others who are left playing catch up”.

While such bifurcation of the country’s legal services sector was surely not the intention of singapore’s regulators, the process is, somewhat alarmingly, deepening. one only needs look at the firms that have landed the largest mandates over the last 12 months.

the key to correcting this process may be, as the us partner says above, taking an ‘all or nothing’ approach. perhaps this is the only way to ensure singapore can look back at its liberalisation process in two decades time, just as proudly as Japan or hong kong can now.

The true impact of legal sector liberalisation will always take time to be felt. It took almost a decade for Japan to see the full effects of liberalisation there, and Hong Kong perhaps even longer

2

NEws | deals >>

asian legal business issue 10.8

CONTENTs >>

contents

REgULARS4 DEALS

14 NEWS• Shin & Kim opens second PRC office• Dacheng opens in Hong Kong• A&O launches Indonesia office• US firms build capital market practices as HK

IPO work flourishes• Freshfields optimistic for Asia • Korean firms form PRC alliance• Squire Sanders subsumes IP boutique in Tokyo• Albrecht anointed new Sidley Asia MP• Charles Russell expands Bahrain practice• Mayer Brown and Simmons & Simmons call off

merger• Pinsents and MPillay enter joint law venture in

Singapore

NEWS ANALYSIS 8 Thailand’s capital markets master plan

Despite civil and domestic unrest, Thailand’s capital markets could lead the region – and lawyers will be at the vanguard of change

10 Vietnam’s mining taxWhile the effect of a ‘super-tax’ on the mining industry is expected to be minimal in Australia, in Vietnam it could decimate inbound FDI

12 M&A: the first halfAsia’s mergers & acquisitions business is as healthy as it has been in a long time – and local Asian law firms are dominating the work

FEATURES30 ALB’s leading arbitration and dispute

resolution firms in Asia In-house lawyers, general counsel and business

leaders single out the region’s top arbitration and dispute resolution practices

38 The Macallan ALB Hong Kong Law Awards 2010All the finalists across the 35 categories of the region’s premier legal awards event are revealed!

46 Wealth management With Asia tipped to house most of the world’s wealthiest individuals by 2015, now is the time for law firms to invest in their private client business

50 Employment lawMany of the region’s major economies are on the brink of promulgating employee-friendly employment laws. ALB finds out what impact this will have on employment law practices

Country editors the regional updates section of ALB is sponsored by the following firms:

Practice area and industry editors the industry updates section 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 centre, the firm also has offices in Cebu City, davao City and the subic

bay Freeport. syCip’s practice covers all fields of law and the broad range of the firm’s expertise is reflected in its client base, which includes top local and foreign corporations, international organisations and governments. syCip combines the traditions of professional integrity and excellence with a time-tested ability to break new ground.

Intellectual property

atMd bird & bird is a dynamic and progressive firm with an established ip,

corporate & commercial, competition and dispute resolution practice. the firm also has extensive regional experience advising both domestic and foreign clients on cross-border transactions. atMd bird & bird has been voted singapore’s intellectual property Firm of the year at the 2005 and 2006 ALB awards and the 2005 asialaw (ip) awards.

CCCJ

promoting the development of commerce between Canada and Japan since 1975, the Canadian Chamber of Commerce in Japan (CCCJ) is a private sector, not-for-profit business organization serving its members through

communications, networking and advocacy. representing some 33 business sectors, the CCCJ is a member-driven, member-focused organization and is the longest serving Canadian Chamber in asia with over 300 members.

JICN

the Japan in-house Counsel network (JiCn) is a professional association for in-house counsel working in, or having other affiliations with, Japan. JiCn offers a forum for communication between members, social and networking opportunities, legal seminars, roundtable member

discussions and other activities, as well as events with other lawyer and in-house groups. visit www.jicn.jp for more details.

loo & partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. With the support of a comprehensive network of correspondent law firms, the firm serves its clients in their regional needs. loo & partners has

been regularly noted for its ipo, M&a and general corporate work.

Singapore

International tax

azuretax ltd provides transparent strategic and ethical tax advice. through our professional corporate and international, tax advisory and trustee services your tax plan is comprehensively implemented. our advice provides you with independent innovative and rigorous solutions

which deliver results and long-term accountability. We are qualified uk, us, hong kong and prC tax advisors and complete tax filings for uk, us and hong kong tax returns.

China

paul, Weiss, rifkind, Wharton & garrison llp is a globally oriented, full-service

law firm employing over 500 lawyers worldwide. paul Weiss is headquartered in new york and has offices in hong kong, beijing, london, tokyo and Washington, d.C.

ALB enjoys alliances with the following organisations

ACCJ

established in 1948 by representatives of 40 american firms, the aCCJ, a fully independent chamber of commerce, has grown into one of the most influential business organizations in Japan, with more than 2,700 members representing more than forty countries and 1,000 companies.

54 COvER STORYIn-house Perspective: CitigroupCitigroup Global Markets Japan’s general counsel Akiko Yamahara explains how she kept a legal team together through one of the biggest transactions in Japanese corporate history

30


alb issue 10.8

50

3

38

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.

www.legalbusinessonline.com

EdITORIAL ENqUIRIESJoshua scott

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

Asian Legal Business is available by subscription. please call (852) 2815 5988 (hong kong),

(65) 6423 4631 (singapore) for details or visit www.legalbusinessonline.com

annual subscription (12 issues) — us$495

including postage and handling

General manaGerMandy neo

asia-pacific manaGinG directorrichard Curzon

desiGn manaGerJacqui alexander

desiGnersWeiyah Chiang Chris lai

Business development manaGersbrenda lau (hong kong)vivian Cheah (singapore)yvonne Cheung (China)

traffic manaGersgloria ng (hong kong) stacey rudd (australia)patsy ang (singapore)

photoGraphersthilo pulch, Ji Junfeng, Xing qunkai

reGional manaGinG editor

george Walmsley

asia editorJoshua scott

china editoryun Zhang

production editorJennifer Cross

australia editorrenu prasad

Junior Journalistsolivia Collings

Jessica seah

kEY mEdIA INTERNATIONAL LTdsinGapore

121, telok ayer street#02-01, singapore 068590

t (65) 6423 4631F (65) 6423 4632

www.keymedia.com.sg

sydneylevel 10, 1 Chandos street,

st leonards, nsW 2065australia

t (612) 8437 4700F (612) 9439 4599

www.keymedia.com.au

toronto100 adelaide street West

suite 300, Canada M5h 1s3t (0011 1 416) 644 8740F (0011 1 416) 203 8940

www.kmipublishing.com

honG KonGunit 2706-08, 27/F,

118 Connaught road West,hong kong

t (852) 2815 5988F (852) 2815 5225

chinayvonne Cheung

t (852) 3520 1361 F (852) 2815 5225

[email protected]

AdvERTISINg ENqUIRIEShonG KonGbrenda lau

t (852) 2815 5988 F (852) 2815 5225

[email protected]

sinGaporevivian Cheah

t (65) 6423 4631 F (65) 6423 4632

[email protected]

australiaFiona Wissink

t (61) 2 8437 4746 F (61) 2 9439 4599

[email protected]

14 UK Report

16 US Report

58 M&A deal update

60 Capital markets deal update

INDUSTRY UPDATES

22 Intellectual PropertyATMD BirD & BirD

23 International TaxAzure TAx

28 REGIONAL UPDATES

• ChinaPAul Weiss

• Singaporeloo & PArTners

• PhilippinessyciP sAlAzAr HernAnDez & GATMAiTAn

EvENT ENqUIRIEShonG KonGJimmy Cheung

t (852) 2815 5988F (852) 2815 5225

[email protected]

sinGaporevivian Cheah

t (65) 6423 4631F (65) 6423 4632

[email protected]

honG KonGClaris tam

t (852) 2815 5988F (852) 2815 5225

[email protected]

ALB enjoys alliances with the following organisations (cont)

asia Journalistsannie dang

pamela hamer-koh

australiaFiona Wissink

t (61) 2 8437 4746 F (61) 2 9439 4599

[email protected]

www.apsma.com.au

asia-pacific professional services Marketing association

4

NEws | deals >>


deals in brief

► WIlmar–Sucrogen acquISITIon Value: uS$1.5bn

Firm: Minter Ellisonlead lawyer:Leigh Brownclient: Wilmar International

Firm: Freehillslead lawyers: Andrew Pike, Philippa Stone, Clayton Jamesclient: CSR

• Singaporecommoditiesgroup Wilmar outbid China’s Bright Food to acquire CSR’s sugar unit Sucrogen

• Acquisition comprises of equity and debt: Blake Dawson acted for Bright Foods

• MintersadvisednewclientWilmaron all aspects of acquisition, including corporate, employment, tax, stamp duty, FIRB, NZ’s Overseas Investment Office, real property, IP and transitional services

• Freehillshaslonginvolvementwith CSR Group – previously acted on demerger of the Rinker business (takeover bid from Cemex) and on appeal to the Full Federal Court in April 2010 against a decision refusing to convene meetings for its demerger scheme

• DealmarksthirdM&AclosedbyFreehills within three business days of the new Australian 2010/11 financial year

| SINGAPORE |

Leigh Brown Minter ellison

Firm: AZB & Partnerslead lawyer: Shuva Mandalclient: Reliance

Firm: Baker Bottslead lawyers: Hugh Tucker,George Goolsby, Joe Poffclient: Reliance

• JVbetweenIndianmininggiantReliance and US firm Pioneer Natural Resources: Reliance to acquire 45% interest in Pioneer’s core Eagle Ford Shale acreage position in two separate transactions

• AZBhasactedfor Reliance over several years, maintaining longstanding partnership across all major corporate and litigation transactions

• BakerBottsretainedseven-lawyerteam on deal, acting as US counsel to Reliance

• Vinson&ElkinsadvisedRelianceonApril stake acquisition in Atlas Energy

| MALAYSIA | ► WeIr group–lInaTex conSolIdaTed acquISITIon Value: uS$200m

Firm: Jones Day lead lawyers: John Dunn, Katherine Uclient: Weir Group

Firm: Pinsent Masonslead lawyer: Dale Fischerclient: Navis Capital

• UK-basedengineeringsolutionsprovider Weir Group to acquire Malaysia’s Linatex Consolidated Holdings from Hong Kong private equity firm Navis Asia Fund IV

• DealtoexpandWeir’s emerging market footprint and for Linatex, provides leverage to Weir’s global sales network

| INdIA/US | ► relIance–pIoneer naTural reSourceS JV Value: uS$1.3bn

Firm: Vinson & Elkins lead lawyers: David Cohen,Michael Wortleyclient: Pioneer Natural Resources

Shuva mandal aZb & partners

Young man Huh kim & Chang

• TransactionsubjecttoSouthAfrican anti-trust approval

• JonesDay’steamdrawn from Hong Kong, Cleveland, Singapore, Sydney, London, Atlanta and Washington

| KOREA | ► loTTe group–gS reTaIl acquISITIon Value: uS$1.1bn

Firm: Kim & Changlead lawyers: Jay Ahn, Young Man Huh, Jong Hyun Parkclient: GS Retail

Firm: Yulchonclient: Lotte Group

• GSRetailsolddepartmentstoreand hypermarket business to Lotte Group, Korea’s largest department store operator

• Oneofthe largest business transfer deals completed in Korea: sale conducted through complex business transfer of three department stores and 14 hypermarket stores

katherine U Jones day

• Kim&ChangrepresentedGSRetailin deal structuring, obtaining all relevant regulatory approvals, and negotiating/drafting transaction documents

• Yulchonarelongstandingcounselto Lotte: advised on US$60m acquisition of Mybi in 2009

| HONG KONG | ► auTonaVI HoldIngS Ipo Value: uS$108m

Firm: Fangda Partnersclient: Underwriters

Firm: Jun Heclient: AutoNavi Holdings

Firm: Simpson Thacher & Bartlett lead lawyer: Leiming Chenclient: Underwriters

Firm: Thorp Albergalead lawyer: Richard Thorpclient: AutoNavi Holdings

Firm: Skadden lead lawyer:Julie Gaoclient: AutoNavi Holdings

Julie gao skadden

NEws | deals >>


► your monTH aT a glance Firm Jurisdiction Deal name Value

(US$m)Deal type

Allen & Gledhill

Singapore Land Transport Authority bonds issue 200 Debt market

Singapore Goodpack multicurrency MTN 200 Debt market

Singapore Overseas Union Enterprise share placement 120 Equity market

Singapore CDL Hospitality Trusts securities placement 120 Equity market

Singapore Treasury China Trust listing Undisc Equity market

Singapore Neptune Orient Lines Euro MTN Program 1,500 Debt market

Singapore K-Green Trust listing Undisc Equity market

Singapore DBS Bank debt issuance program 10,000 Debt market

Amarchand & Mangaldas India Warburg Pincus–Metropolis Healthcare investment 85 Private equity

ATMD Bird & Bird Singapore/Malaysia ASTRO Entertainment–Endemol Asia JV Undisc Corporate

AZB & Partners

India Reliance–Pioneer Natural Resources JV 1,300 Energy & resources

India Tata Power Company–Bhira Investments acquisition 300 M&A

India RaboBank–YES BANK divestment 215 Corporate

India SBG Projects Investments–Maytas Infra stake acquisition 134 M&A

India Sumitomo Mitsui Banking Corp–Kotak Mahindra Bank stake acquisition

296 M&A

Baker Botts IndiaSumitomo Mitsui Banking Corp–Kotak Mahindra Bank stake acquisition

296 M&A

Cleary Gottlieb India RaboBank–YES BANK divestment 215 Corporate

Clifford Chance Hong Kong Rabobank–Agricultural Bank of China MOU Undisc Corporate

Commerce & FinanceChina/Hong Kong China Liansu Hong Kong IPO 250 Equity market

China/Hong Kong Trauson Holdings Hong Kong IPO 96 Equity market

Davis Polk & Wardwell China Hanergy–Apollo Solar Energy acquisition 2,650 M&A

DeHeng Law Offices Hong Kong/China Agricultural Bank of China IPO 1,920 Equity market

Dewey & Leboeuf Kazakhstan Ekibastuz power station financing 700 Project finance

Fangda Partners Hong Kong AutoNavi Holdings IPO 108 Equity market

Freehills

Singapore Lend Lease–Jurong Gateway Road acquisition 540 M&A

Singapore/Australia Wilmar–Sucrogen acquisition 1,500 M&A

Thailand/Australia Banpu–Centennial Coal takeover offer 2,200 M&A

Freshfields

Japan/Turkey Sompo Japan–Fiba Sigorta 308 M&A

UAE Abu Dhabi Commercial Bank–Royal Bank of Scotland acquisition 50 M&A

Hong Kong/China Agricultural Bank of China IPO 1,920 Equity market

Fried, Frank China/Hong Kong China Liansu Hong Kong IPO 250 Equity market

Gibson Dunn & Crutcher Saudi Arabia Gulf Capital–Consultant Radiology Centres stake acquisition Undisc Private equity

Herbert SmithChina Hanergy–Apollo Solar Energy acquisition 2,650 M&A

Hong Kong/China Agricultural Bank of China IPO 1,920 Equity market

Hourani Associates Saudi Arabia Gulf Capital–Consultant Radiology Centres stake acquisition Undisc Private equity

Jackson Woo & Associates China/Hong Kong Trauson Holdings Hong Kong IPO 96 Equity market

Jones Day Malaysia Weir Group–Linatex Consolidated acquisition 200 M&A

Jun HeChina/Hong Kong China Liansu Hong Kong IPO 250 Equity market

Hong Kong AutoNavi Holdings IPO 108 Equity market

KhattarWong SingaporeOversea-Chinese Banking Corporation–United Engineers’s SPV acquisition

350Real estate/property

Khaitan & Co India Subhkam Ventures fund structuring Undisc Private equity

India iPro Capital fund formation Undisc Private equity

Kim & Chang

Korea/Hong Kong Nomura Securities Seoul subsidiary conversion UndiscCorporate/employment

Korea Air Liquide Sante International–Medions Homecare stake acquisition Undisc M&A

Korea Nexon–NDOORS stake acquisition Undisc M&A

Korea/US JDS Uniphase–Agilent Technologies acquisition Undisc M&A

Korea/USHanwha Securities–Prudential Investment & Asset Management acquisition

406 M&A

Korea Lotte Group–GS Retail acquisition 1,100 M&A

Kim, Chang & Lee Korea Nexon–NDOORS stake acquisition Undisc M&A

King & Wood Hong Kong/China Agricultural Bank of China IPO 1,920 Equity market

Latham & Watkins China/Hong Kong Trauson Holdings Hong Kong IPO 96 Equity market

LinklatersUAE Abu Dhabi Commercial Bank–Royal Bank of Scotland acquisition 50 M&A

Kazakhstan Ekibastuz power station financing 700 Project finance

Lee & Ko Korea/USHanwha Securities–Prudential Investment & Asset Management acquisition

406 M&A

• Beijing-basednavigation technology firm AutoNavi sold 8.6 million American depositary shares to investors

• Proceedstobeused for data processing facilities, R&D centre

• DealrepresentsanotherChineseIPOfor Skadden’s Gao – she has acted on NYSE/NADSAQ listings for more than 20 China-based companies including Baidu

| SAUdI ARABIA | ► gulF capITal–conSulTanT radIology cenTreS STaKe acquISITIon Value: undisc

Firm: Hourani Associates client: Gulf Capital

Firm: Gibson Dunn & Crutcherlead lawyers: Paul Harter,Peter Baumbuschclient: Gulf Capital

• PEfirmGulfCapitalacquiredstrategic stake in Consultant Radiology Centres, Saudi Arabia’s largest chain of diagnostic imaging centres

• GibsonDunnislongstanding counsel to Gulf Capital – in Feb 2010 advised company on 75% acquisition in TechnoScan

• SaudifirmHourani Associates worked alongside Gibson Dunn on transaction as local counsel

| INdIA | ► raBoBanK–yeS BanK dIVeSTmenT Value: uS$215m

Firm: AZB & Partners lead lawyer: Ashwin Ramanathanclient: RaboBank

Richard Thorp thorp alberga

Paul Harter gibson dunn & Crutcher

6

NEws | deals >>


Firm: Cleary Gottlieb client: Citigroup

Firm: S & R AssociatesLead lawyers: Sandip Bhagat,Uday Waliaclient: Citigroup

• DutchagribankRaboBanksoldoff37 million shares owned in YES BANK to Citigroup Global Markets India, in order to establish its own presence in India

• AZBwasexclusivecounseltoRabo; advised on structuring of transaction, drafting, negotiation and finalisation of the Secondary Trade Agreement and other ancillary documentation

• YESBANKretainedin-housecounsel

| UAE | ► aBu dHaBI commercIal BanK–royal BanK oF ScoTland acquISITIonValue: uS$50m

Firm: Linklaters lead lawyer: Nick Garlandclient: RBS

Firm: Freshfieldslead lawyer: David Higginsclient: Abu Dhabi Commercial Bank

• RBS sells off retail banking business in the UAE to Abu Dhabi Commercial Bank – first time UAE bank bought out an international banks’ local franchise

• Freshfields(advisingADCB)also advised ANZ Bank last year on its acquisition of RBS’s Asia-wide assets sale. Partner David Higgins also advised RBS on its £26.5bn bid for NatWest back in 2000

• Freshfieldsretained lawyers from London and Dubai to advise ADCB general counsel Simon Copleston and vice-president legal counsels Olivia Birchall and Nabil Azar

• RBSarelongstandingclientsofLinklaters, who also acted for the

bank last year in its Asia assets sale (sold off 54 Asia branches to ANZ)

| KAzAKHStAN | ► eKIBaSTuz poWer STaTIon FInancIngValue: uS$700m

Firm: Linklaters lead lawyer: Michael Bottclient: financiers

Firm: Dewey & Leboeuf lead lawyers: Aset Shyngyssov, Matthew Hinxmanclient: Ekibastuz GRES-2 Power Station

• Kazakhstan’sEkibastuzpowerstation one of the largest coal-fired power stations in the world. Generates approximately 12% of electricity produced in the country through two existing units

• Followsrecentsignificantprojects in Kazakhstan advised on by Dewey: $900m, 15-year agreement between Kazakhstan’s national railway operator and GE Transportation in May 2009

• Deweyretainedcross-borderteamfrom Kazakhstan, London offices

• Financingprovidedbyaconsortium comprising Russian State Corporation Bank for Development and Foreign Economic Affairs, Eurasian Bank of Kazakhstan

| HONG KONG/CHINA | ► agrIculTural BanK oF cHIna IpoValue: uS$19.2bn

Firm: King & Wood lead lawyers: Yang Xiaolei, Tang Lizi, Su Zhengclient: Underwriter

Firm: DeHeng Law Offices lead lawyer: Wang Liclient: Agricultural Bank of China

Firm: Herbert Smithlead lawyers: Tom Chau, John Mooreclient: Underwriters

Firm: Davis Polk & Wardwelllead lawyer: Show-Mao Chen client: Agricultural Bank of China

Firm: Freshfieldslead lawyers: Teresa Ko, Anthony Dapiran client: Agricultural Bank of China

Firm: Allen & Overyclient: Joint sponsors, bookrunners, lead managers

Firm: Haiwen & Partnersclient: Joint sponsors, bookrunners, lead managers

• Ifunderwriters’over-allotment exercised, issuer to raise US$22bn; making it world’s largest-ever IPO

• DuallistingonShanghaiandHongKong exchanges, at least US$12m in legal fees will be paid to lawyers, financial advisers on deal, according to Bloomberg

• Freshfields – longstanding counsel to Agricultural Bank of China – were Hong Kong counsel on deal advising on all aspects including investments by eleven major sovereign, institutional and corporate investors, for a total of US$5.45bn

• FreshfieldshasnowactedontheIPOs of all ‘Big Four’ Chinese state-owned banks: China Construction Bank (2005), Bank of China (2006), ICBC (2006) and this one

• HerbertSmithsaiditsappointmentwas result of strong relationships with both issuer and investment banks. Firm also advised on past ‘Big Four’ deals – ICBC China Construction Bank; China Merchants Bank

• CICC,CiticSecurities,GalaxySecurities and Guotai Junan Securities were lead underwriters on deal

• SlaughterandMay’sHong Kong and London offices advised

david HigginsFreshfields

Yang Xiaoleiking & Wood

Wang Lideheng law office

NEws | deals >>


• Thailand’s biggest coal miner, Banpu makes friendly cash takeover bid for remaining 80.1% of shares in Australia’s Centennial Coal (Banpu already owns 19.9%)

• Marks first deal for Norton Rose advising Banpu. Previously advised Thai company PTT on A$800m stake acquisition in Straits Resources’ coal assets

• Freehills advised Centennial Coal

► your monTH aT a glance (conT)Firm Jurisdiction Deal name Value

(US$m)Deal type

Maples and CalderChina/Hong Kong China Liansu Hong Kong IPO 250 Equity market

China/Hong Kong Trauson Holdings Hong Kong IPO 96 Equity market

Minter Ellison Singapore/Australia Wilmar–Sucrogen acquisition 1,500 M&A

Nishith Desai Associates India Mid-Day–Jagran Prakashan demerger 54 M&A

Norton Rose Thailand/Australia Banpu–Centennial Coal takeover offer 2,200 M&A

Orrick Japan FMC Corporation–Kumiai Chemical Industry herbicide acquisition Undisc M&A

Pinsent Masons Malaysia Weir Group–Linatex Consolidated acquisition 200 M&A

Rajah & Tann Singapore Oversea-Chinese Banking Corporation–United Engineers’s SPV acquisition

350Real estate/property

Simpson Thacher & Bartlett Hong Kong AutoNavi Holdings IPO 108 Equity market

S & R Associates India RaboBank–YES BANK divestment 215 Corporate

SkaddenChina/Hong Kong China Liansu Hong Kong IPO 250 Equity market

Hong Kong AutoNavi Holdings IPO 108 Equity market

Stamford Law Corporation

Singapore Depa Interiors–Design Studio share acquisition 100 M&A

Singapore Rickmers Maritime loan facility restructuring 130 Debt market

Singapore Top Global three-for-one rights issue 125 Equity market

Thorp Alberga Hong Kong AutoNavi Holdings IPO 108 Equity market

Vinson & Elkins India Reliance–Pioneer Natural Resources JV 1,300 Energy & resources

Watson, Farley & Williams Singapore Fortis Bank (Nederland) loan facility to Korean Development Bank Shipping Program

100Shipping/maritime law

Yulchon Korea Lotte Group–GS Retail acquisition 1,100 M&A

does your firm’s deal information appear in this table?please contact [email protected] 61 2 8437 4700

Standard Chartered Bank on its US$250m investment in offering

• CliffordChance’sRogerDennyadvised Rabobank’s US$250m investment in offering

| EQUItY MARKEt | ► cHIna lIanSu Hong Kong IpoValue: uS$250m

Firm: Jun He client: China Liansu

Firm: Fried, Franklead lawyers: Victoria Lloyd,Joshua Wechslerclient: China Liansu

Firm: Maples and Calderlead lawyer: Christine Changclient: China Liansu

Firm: Commerce & Financeclient: Underwriters

Firm: Skaddenlead lawyers: Dominic Tsun,Edward Lamclient: Underwriters

• DespiteuncertaintyinEuropeeconomy, Liansu raised around US$250m

• JPMorganandUBSactedasjoint global coordinators for the transaction

• JunHealsorecentlyhelpedNVCLighting launch its US$196m IPO on the HKSE amidst difficult market conditions.

• MarkssecondPRCcompanyIPOclosed by Skadden in July 2010 (AutoNavi Holdings IPO)

| tHAILANd | ► Banpu–cenTennIal coal TaKeoVerValue: uS$2.2bn

Firm: Norton Roselead lawyer: James Stewart client: Banpu Firm: Freehills

lead lawyers: Tony Damian,Andrew Richclient: Centennial Coal

“With some of the uncertainty of the [Australian government’s] Resources Super Profits Tax now behind us, this could be the start of a renewed round of mergers and acquisitions in the resources sector”

Tony Damian

Freehills

on all aspects; in 2007 previously advised client on its sale of Anvil Hill project.

• Six-lawyer team worked closely with Louise Baldwin, GC of Centennial Coal

| EQUItY | ► BlacKSTone group–cHIna anImal HealTHcare InVeSTmenT Value: uS$45m

Firm: Jingtian & Gongcheng client: China Animal Healthcare

Firm: Rajah & Tann lead lawyers: Chia Kim Huat,Danny Limclient: China Animal Healthcare

Firm: Deacons client: China Animal Healthcare

Firm: Conyers Dill & Pearmanclient: China Animal Healthcare

Firm: Jun He client: Blackstone

Firm: Shearman & Sterlingclient: Blackstone

•BlackstonewillsubscribeforandCAH will issue US$40m in principal amount of convertible bonds

•In2009,BlackstoneGroupmadea US$600m acquisition of China Bluestar Corporation, which Fangda Partners was the group’s legal advisor and Commerce & Finance acted for the target company

Tony damian Freehills

8

NEws | analysis >>


► capITal marKeT deVelopmenT maSTer plan: FIVe-year deVelopmenT oBJecTIVeS

1. Abolish monopoly and improve competitiveness of the Thailand Stock Exchange (SET)

2. Liberalise securities business to promote market efficiency

3. Reform legal framework relating to the capital market

4. Streamline tax system5. Develop new financial products6. Establish a National Savings Fund7. Develop culture of savings and investments8. Develop domestic bond marketSource: SET

AnAlysis >>

Thailand’s corporate lawyers are a resilient group of professionals. In March they watched as yet another political crisis unfolded, delaying government plans to reform the country’s struggling capital markets. Now they’re waiting to see whether those plans will ever come to fruition and bring in the promised flood of work

Thailand’s equity capital market is undoubtedly struggling: so far this year only one company (petrochemicals firm Indorama

Ventures) managed to list on the stock exchange of Thailand (SET). Compared to last year’s total of six IPOs, the current market for major company listings is not looking too bright.

In comparison to its regional neighbours, Thailand’s share market is growing at a snail’s pace. As of June last year the size of Thailand’s market was only 51% of its GDP. Compare this to Hong Kong, where the stock market’s size compared to GDP is 845%. “Should that trend continue, Thailand’s capital market will stagnate and become marginalised,” reads a 2009 government report.

“Various studies have shown that inadequate development of the capital market will impact [Thailand’s] ability to raise, channel and monitor resources efficiently. In the end this will lead to loss of growth opportunities, standards of living and prosperity.” The report has clearly tapped into the wider issue of a stagnating capital market:

“Thailand has good market infrastructure. The only issue is the political situation, which hopefully will abate as the government’s plan provides more stability. Then the market will pick up because there is so much liquidity here in Thailand”

KITTIPONG URAPEEPATANAPONG, BAKER & MCKENZIE

Thailand’s enticing master plan

NEws | analysis >>


► neW and upcomIng IpoS In THaIlandSET (main) MAI (alternative) Total

Newly listed companies in 2010 1 0 1

Companies received approval; as yet unlisted 4 4 8

Companies under approval process 0 1 1Source: SET. Data correct as at June 2010

loss of business confidence all-round. Law firms cannot afford to see such a situation eventuating.

In 2008 the government (now ousted) introduced a much-needed Capital Market Development Masterplan, which was carried on by the new government in 2009, to mitigate the risk of this happening. Under the Masterplan, the hope is that by 2013 Thailand’s capital market will be in a better competitive position vis-a-vis the rest of Asia, luring foreign companies with easier market access, new financial products, cheaper fundraising and transaction costs, and a host of other offers. New draft laws are being drawn up to give more tax incentives to transactions involving M&As, debt issues and Islamic bonds.

Baker & McKenzie’s Bangkok office chairman Kittipong Urapeepatanapong is optimistic about the measures. “These are very big issues up for reform,” he says. “[Reforms] will create new opportunities and more work for law firms, such as in dual listings, tax issues, M&A, regulatory advice, and more.”

The most important among the eight reform measures proposed is demutualisation of Thailand’s stock exchange, expected to be completed by 2012. By converting the SET into a public company the exchange will become regionally competitive. It will also reduce the SET’s market monopoly so that Thailand can welcome new and alternative trading platforms.

The other significant measure is to ease license restrictions on some foreign companies, which will mean that law firms can tap into larger client bases. “The purpose is to try to make the stock market more competitive and attractive for companies to list on the SET, and if you liberalise laws for foreign companies, you will of course have more work from SET listings,” says Allen & Overy equity market specialist partner, Arkrapol Pichedvanichok.

For law firms having more foreign clients also means working on larger-value deals. In the last few years, local capital markets practices have largely been relying on listings or

offerings by SMEs. They have been somewhat starved of bigger-value IPOs because the larger companies have no immediate plans to raise capital. “In the past ten years there has been a wave of new privatisations of state-owned enterprises which were the big-cap deals. Those deals have since dried up, and we don’t have any big privatisations anymore. Other big companies are simply not interested in the IPO route,” says Pichedvanichok.

Foreign companiesWhile lawyers are optimistic about these measures, it remains to be seen whether the plans will ever be realised – or once again be stalled by another

bout of political unrest. Allen & Overy’s debt capital market specialist Suparerk Auychai says that Thailand is slowly making headway towards capital markets reform. “I can sense that in the past four to six months the Securities Exchange Commission has been more liberal-minded and more commercial, and they’re serious about bringing more work to Thailand,” he said. “Something that wouldn’t be possible a year or two previously now is. It’s clear they’re trying to [be] accommodating.”

Auychai explains one such ‘breakthrough’ achieved due to a more liberal-minded SEC. A new regulation which the firm worked with the SEC on getting approval for allows any type of foreign issuer to raise funds, by issuing plain vanilla bonds denominated in foreign currency to retail and institutional investors in

Arkrapol Piched-vanichok allen & overy

Chatri Trakulman-enate Weerawong C&p

“My prime mission is to make the bourse a bigger cake and this will be done through developing the capital market. We want to make more people come and eat our cake”CHARAMPORN JOTIKASTHIRA, STOCK ExCHANGE OF THAILAND

Thailand. “That’s quite a new thing – it’s never been heard of here,” he says. Auychai is currently advising an Australian bank looking to issue US-dollar denominated bonds through this route.

Chatri Trakulmanenate, a partner at Bankgok-based Weerawong C&P, is perhaps the luckiest lawyer in Thailand, after receiving the Indorama IPO mandate earlier this year. He says that another political crisis will undoubtedly hamper dealflow but the legal industry remains hopeful of an eventual turnaround.

“Frankly speaking, I think we might be getting accustomed to this type of thing,” he says. “But the [fact is] that

foreign investors are not comfortable with the political situation. Our firm’s been working on a number of transactions and, even though the political situation is unstable, on the equity side there are deals happening.”

For now, lawyers are waiting to see whether one rumoured big-ticket IPO by CIMB Group will open the equity market floodgates. The hope is that CIMB – which plans to list 50 million shares by the end of the year – will be able to test the waters for smaller companies that are waiting out the political crisis. Judging by the number of companies awaiting listing approval (see table one), there is certainly interest in the marketplace.

Yet CIMB isn’t the only company reportedly adopting the wait-and-see approach. “There were a lot of listings in the pipeline, but the companies stopped those efforts because of the political situation. Lots of foreign investors moved their shares out of the market,” explains Trakulmanenate.

10

NEws | analysis >>


“And they’re not likely to come back for another five or six months.” Baker & McKenzie’s Urapeepatanapong agrees: “We’ll need to wait until the end of the year to see what happens,” he says. “Thailand has good market infrastructure. The only issue is the political situation, which hopefully will abate as the government’s plan provides more stability. Then the market will pick up because there is so much liquidity here in Thailand.”

The true test will be in 2013, when the eight objectives under the government’s master plan are expected to be realised. President of the SET, Charamporn Jotikasthira, is charging through the year with the legal industry’s hopes on his shoulders. “My prime mission is to make the bourse a bigger cake and this will be done through developing capital markets,” he said in June. “We want more people to come and eat our cake.” ALB

Investment in Vietnam’s mining sector has been booming, but amendments to mining laws could stop companies and future investments flowing in. That could lead to a drastic cut in FDI inflows and also less work for the local legal industry

While the Australian Federal Government recently overcame a major battle with its biggest mining

companies over passing controversial proposals for new mining taxes on them, Vietnam’s government is only now facing a similarly tough battle. The Socialist Republic’s Law on Minerals (LoM) was introduced only 15 years ago

but has been subject to much scrutiny from concerned investors since.

In 2005, the government quickly issued amendments to the law, but this was auctioned more so due to an upcoming WTO accession. That meant there was a lack of clarity in the amendments, according to Freshfields’ Vietnam managing partner Anthony Foster. Perhaps due to the rush, the

Vietnam:bleeding minerals

AnAlysis >>

NEws | analysis >>


locals, who are calling for sustainable mining operations through the new draft LoM. Clamping down on the mining companies is legitimised as the 1996 LoM clearly states that Vietnam’s mineral resources “are owned by the entire people and are uniformly managed by the State.”

Not unsurprisingly, both local and foreign mining companies are worried because they argue the draft law will cut foreign investment in the local mining industry. At the Vietnam Business Forum’s April 2010 meeting mining executives discussed how the draft proposals will also increase taxes, and how short mining license periods cannot sustain an exploration period. “If the goal is to develop the mining industry and discover new mines, the new law should encourage this,” said Steven Dudka, a chief representative of Archipelago Company. “Investors expect to receive incentives, not punishment for their investment. High taxes and insecure tenure are not incentives but restrictions to investors.”

The mining companies have a point. The last time the tax rate on mining

“There will be a drop in foreign investment, but if that investment isn’t willing to comply with environmental protection, safety, and registration rules, it probably isn’t the kind of investment Vietnam wants or needs”STEVE JACOB, INDOCHINE COUNSEL

projects was increased (by almost 20%) FDI in the metal mining sector dropped dramatically in just one year – from US$98m in 2008 to US$29m in 2009 [see table]. While the changes could cut back on work for law firms, some lawyers, like Indochine Counsel foreign legal consultant Steve Jacob, aren’t too worried about the LoM’s impact. “I think the new law will have a minimal effect on the legal industry,” he says. “Until we get a better idea of how the geological baseline studies are going to be implemented, the changes really amount to a bit more red tape.”

Although investment inflows could decrease, Jacob said that there might be more regulatory work as a result. “I can see problems with mine closures and frustrations with the 10-year master plans, but I don’t think the [new LoM] is going to markedly change the quantity of legal work, at least not at a big deal level. You’ll see little things increase, like certifications of mining managers, but there shouldn’t be a major change,” he said.

Jacob added that while unregistered mining is a problem, there is no implementation legislation that provides for enforcement. “This is a problem throughout Vietnam’s legal system. Ministries and ground-level enforcers need specific entitlements before they can actually penalise violators. Until they have those entitlements, there tends to be rampant violations. There won’t be much practical crackdown until specific penalties and enforcement is promulgated. If that does happen, there will be a drop in foreign investment, but if that investment isn’t willing to comply with environmental protection, safety, and registration rules, it probably isn’t the kind of investment Vietnam wants or needs,” he said. ALB

“If the goal is to develop the mining industry and discover new mines, the new law should encourage this”STEVEN DUDKA, ARCHIPELAGO COMPANY

revised law does not touch on most of the regulatory problems contained in the previous law, he wrote in a client briefing released soon after the amendments were made. As the revised law does not contain any significant reform, neither the decree nor the circular contains many substantive changes.

Now the government is considering new reforms, expected to come into effect from 1 July 2011. Among the most controversial proposals is the one to probe into the number of mining companies – including foreign ones – that benefit from the country’s mineral deposits. That’s in part because of a widespread problem in the industry: most of those companies don’t have mining licenses.

According to the Ministry of Natural Resources and Environment, the number of mining companies in Vietnam jumped from 427 in 2000 to 1,400 in 2009, yet only 150 of those have been licensed by the Ministry.

The problem is that if this situation is left uncontrolled by the government it will lead to “minerals bleeding,” say

Steve Jacobindochine Counsel

*

► FdI In meTal mInIng

Source: VBF Mining Working Group

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

10090

80

7060

504030

20

100

US

$ M

ill

5 6 7 6

18

3139

59

98

29

12

NEws | analysis >>


AnAlysis >>

► legal adVISorS To aSIa (ex- Japan & auSTralaSIa) m&a deal Volume

Company H1 2010 H1 2009Rank Deal count Value (US$m) Rank Deal count Deal count

– ChangeAZB & Partners 1 38 16,608 14 9 29WongPartnership 2 24 3,927 20 8 16Kim & Chang 3 24 3,727 1 24 0DLA Piper 4 22 406 10 11 11Jones Day 5 17 3,057 7 13 4Freshfields Bruckhaus Deringer

6 16 4,580 2 19 -3

Allen & Gledhill 7 16 4,151 12 10 6Amarchand & Mangaldas; Suresh A Shroff & Co

8 14 4,712 21 8 6

Lee & Ko 9 14 1,164 3 16 -2Linklaters 10 13 20,920 6 14 -1

Source: Merger market

Asia-Pacific leads global M&A renaissance

According to a recent independent M&A report commissioned by Allen & Overy, Asia-Pacific was the

only region globally to show an increase in M&A activity by deal volume this year. Hong Kong and China make up over 30% of M&A activity.

In the first half of 2010, M&A volumes in the region grew by 11.3% against global growth of 7.8% for the same period. Mergermarket says the region announced US$137.2bn worth of deals in H1 2010. Emerging markets saw US$241.1bn worth of deals announced in H1 2010, a 58.8% rise in year-on-year data.

legalbusinessonline.com

AsIA AusTrAlIA / Nz MIDDle eAsT

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

http://asia.legalbusinessonline.com/subscribe/newsletter.aspx

NEws | analysis >>


India’s AZB leads the pack as the region’s most active advisors in H1 2010, working on 38 deals worth US$16.6bn.

Cross border transactions between regions recorded the highest half year percentage growth since H1 2008, and global private equity maintained a steady upward trend, up 40.4% from last year.

Inter-Asian m&A deals rise, local firms dominateOne of the more notable trends to emerge from the 1H10 M&A reports was the increasing volumes seen in inter-Asian transactions. This has set the scene for greater involvement of local law firms from across the region, and is something clearly evident on the legal advisory leader boards.

According to Mergermarket, Asian firms are creeping into the top 10 league table of M&A deals closed in the Asia- Pacific. Singapore’s WongPartnership jumped to second place from 20th on the M&A volume to Asia (ex-Japan & Australasia) rankings, from the same period last year. Kim & Chang retained its top three spot; and Amarchand & Mangaldas & Suresh A Shroff & Co and Lee & Ko made eight and ninth spots, respectively. “It’s an increasingly competitive market because you see the rise of [local] Asian firms coming into league tables as shown in the report, but also an increased presence and resourcing amongst the international firms,” said Jill Gauntlett, a corporate partner with Norton Rose.

But although firms like AZB, WongPartnership and Kim & Chang have benefited from a resurgence in Asian M&A (ex-Japan and Australasia) in the first half of this year, international firms still dominated the M&A league table for this region by value.

Cost effective litigation support solutions in Asia

Servicing Australian, US, UK and EU clients who require a local workforce in Asia.Our e.discovery bureau team can tailor your support needs from scanning, copyingand coding for projects from 2 folders through to 2 million pages. Contact us on:

elaw.com.au +86 138 1618 0342 SHANGHAI HONG KONG SYDNEY MELBOURNE BRISBANE PERTH

ALB_may_advert.indd 1 19/07/2010 11:59:26 AM

Making the most improvements, Debevoise & Plimpton, Slaughter and May and Norton Rose dominated the M&A Top 10 deal value by Asia, taking giant leaps of 87 places (to finish 2nd), 38 places (to finish 3rd) and 48 places (to finish 7th), respectively. “Clearly Asian firms are responding to the vibrant activity in the market by strengthening their offering, but so too are the international firms,” Gauntlett said.

Future outlookLawyers noted that although M&A volumes and values are up on previous years, acquirers are still pursuing targets with greater caution. Norton Rose’s Gauntlett contends that while there are plenty of deals in the market, these are taking longer to close, thanks largely to more exhaustive financial and legal due diligence. “Dealflow is up on last year and the pipeline is looking much healthier, but some deals are taking longer, reflecting underlying caution,” she said.

Other senior lawyers close to the market made similar observations. “As a general point, there is a degree of more caution. I think people are not willing to over-pay right now. The last 18 months has required caution on the diligence, timing of things, and certainly private equity is taking a deeper view on how they look at value,” DLA Piper Asia managing director Alastair Da Costa explained.

“But at the same time, there is value. What has happened over the last 18 months is that valuations have become a little more realistic because they’ve had to. It has given the opportunity for people to look at how they can construct deals.” ALB

“Valuations have become a little more realistic because they’ve had to. It has given the opportunity for people to look at how they can construct deals”ALASTAIR DA COSTA, DLA PIPER

Alastair da Costa dla piper

http://www.wlaw.com.au

14

NEws >>


uk report

chinA >>

Shin & Kim opens second Chinese office, signs merger korean firm Shin & Kim has opened

another office in China, four years after its debut in Beijing. The firm has also merged with local real estate boutique, Evergreen Law Group.

Its new Shanghai office was launched in March after approval was received from Chinese authorities. The firm is aiming to get closer to local clientele – both the Shanghai-based subsidiaries of Korean companies, and Chinese companies looking to invest in Korea – and target corporate, M&A and capital markets work. Shanghai partner Byoung Seon Choe will be supported by a Chinese lawyer and lawyers from the firm’s China practice, based in Seoul.

Shin & Kim said the opening was prompted by expected growth in appetite by Korean corporates for investments in China. Trade is flourishing between the two nations: China last year became South Korea’s largest trading partner, taking

hOnG KOnG >>

ROUNDUP•Pinsent Masons’ GFC-prompted flexible working scheme saved the firm around £2m and avoided

50 redundancies. The scheme involved 204 staff taking 13 weeks of annual leave as their incomes dropped to a minimum of 80% of normal rates

•Clyde & Co has appointed Martin Davies to its London corporate practice. Davies arrives from Howard Kennedy, where he headed the international group. At Clydes he will lead a new Middle East business strategy

•Charles Russell has made up seven lawyers to partner as part of its new financial year promotions. The firm now counts four new partners in London, two in Cheltenham and one in Oxford

•Lee Doyle, the former head of RBS’s UK corporate and global restructuring legal team has moved to join Ashurst as partner in its London loan markets practice

Halliwells sells off practices to rival firms Manchester-based law firm Halliwells could be forced into administration, after the firm filed a second notice of intent to appoint an administrator in late June. The firm has been in discussions with rival firms to sell off its practices in the last month.

It has already secured a deal with Barlow Lyde & Gilbert where they will acquire Halliwells’ insurance practice, and is also reportedly in negotiations with Hill Dickinson and HBJ Gateley Wareing. The firm’s demise was said to result from high overhead costs and lack of transactional work during the downturn. It reportedly owed the Royal Bank of Scotland £17.7m. Executive chairman Ian Austin has left to join another firm, Heatons.

Baker & McKenzie spin-off firm acquiredLondon-based boutique litigation firm Stewarts Law has acquired Baker & McKenzie spin-off firm, Masseys. Masseys is a litigation boutique founded by a group of Bakers litigation lawyers in 2004, and will move to the Stewarts office in London. The two firms merged in early July with Stewarts assuming the Masseys brand.

Stewarts will gain commercial litigation, anti-trust and employment expertise for its litigation practice, with the appointments of Masseys’ founding partners Jane Colston and Sean Upson, fellow partners Fiona Stewart and Fiona Gillett and their respective teams. Managing partner John Cahill said “during our discussions we were struck by the extent of our shared values and vision. We will work together to establish Stewarts Law as a leading litigation brand.”

UK law society’s virtual appointment The UK Law Society has elected the managing partner of a virtual law firm as its new deputy vice-president. Lucy Scott-Moncrieff, a mental health and human rights lawyer who heads online legal practice Scott-Moncrieff Harbour and Sinclair, takes up the post working under Law Society president Linda Lee and vice-president John Wotton.

Scott-Moncrieff was chosen for her role having founded an ‘innovative’ legal practice, said the law society. On her appointment, Scott-Moncrieff said: “It is both an honour and a great responsibility to be elected deputy vice-president, especially at such a challenging time for the profession as a result of the transformation of legal aid and the licensing of alternative business structures. I very much look forward to championing the profession as we move into the next decade.”

Reed Smiths boosts energy practice Reed Smith has appointed four new partners to its energy, trade & commodities group in London. The addition of Keith Hartley, Peter Cassidy, Vincent Rowan and Gordon Bell will grow the firm’s London energy practice to 13 partners.

“The energy and natural resources sectors have enjoyed unprecedented growth over recent years – including through the economic crisis. Our trading clients are aggressively diversifying beyond trading, creating integrated supply chains enabling them to add value across their commodity portfolios at every stage from production to marketing/trading,” said head of the energy practice, Kyri Evagora.

Byoung Seon Choeshin & kim

US firms scramble for capital markets lawyers as HK IPOs surgeUS firms Jones Day

and Fried Frank have both strengthened their Hong Kong capital markets practices with key appointments, as demand for specialists grows with the surge in IPO activity seen in Hong Kong.

Jones Day has appointed Fried Frank corporate partner Joseph Lee to its Hong Kong capital markets practice. In response, Fried Frank elevated two lawyers focused on capital markets work, Jay Aggarwal and Marianne Cheng, to the position of international counsel. This firm now counts 14 lawyers in its Hong Kong capital markets practice (some of whom work across the firm’s US bases); while Jones

Joseph LeeJones day

NEws >>


news in brief >>NORTON ROSE GIVES NEW HOPE TO SICHUAN EARTHqUAKE VICTIMSA hundred children in the earthquake-ravaged region of Guangyang City in Sichuan have been granted a chance at education at the newly built Norton Rose Hope School. The construction of the school began in 2009 and was funded by the firm’s staff in Beijing and Shanghai through personal donations.

In addition to constructing the premises, stationery, sporting equipment, musical instruments, desks and chairs were also provided as a goodwill gesture to get the students started. “The enormity and tragedy of this earthquake caught the attention of the whole world but it was the plight of the region’s children that was most distressing. We wanted to do everything we could to make sure the children and teachers in this region could make a fresh start following the trauma they suffered as a result of the earthquake,” said Peter Martyr, Norton Rose’s group CEO.

The Norton Rose Hope School is located in the northern part of Sichuan Province where the 3.1 million-strong population were directly affected by the 7.8 earthquake in 2008.

SHANGHAI HHP FINDS EUROPEAN ‘BEST FRIEND’Shanghai firm HHP has entered into a “long-term entrustment agreement” with Marccus Partners, a law firm of European origin and a member of Mazars - an international audit, accounting and advisory group. HHP will adopt the Marccus brand in mainland China exclusively.

The new relationship extends the previous working ties between the firms’ partners and is rooted in their common interests and values. Between 2000 and 2006, HHP was the China member firm of Haarmann Hemmelrath, which joined forces with Mazars in 2006. The next year, Bernd Sagasser, former partner of Haarmann Hemmelrath, was elected to the managing partner of Marccus.

Sagasser noted that his firm is pleased about the “reunion” of the partners and the strategic component of the agreement is to build a platform to expand into the Asian Pacific region together with HHP and alongside Mazars.

Shin & Kim opens second Chinese office, signs merger

up 24% of its exports. The firm has represented clients such as Hyundai Heavy Industries, Kumho Asiana and STX Corporation in their Chinese corporate transactions.

Shin & Kim also bolstered its lawyer and client roster after acquiring real estate boutique Evergreen Law Group, earlier this year. All of Evergreen’s 32 lawyers have transferred, including ex-Shin & Kim lawyers Kyung Don Lee, Robert Young and Yong-Seok Park. It is understood that Evergreen lawyers chose the bigger firm in order to retain bigger clients – the ‘economy of scale’ theory. “It was a good time to merge,” explained partner Robert Young.

“Some of us started off at Shin & Kim before we went off on our own. We’ve always [maintained] discussions with Shin & Kim about merging and now was a good time to do that, because of the synergy between the two firms, and the [attraction] of Shin & Kim being a larger firm that provides the full scope of services,” he explained.

The firm will now join fellow Korean firms Bae Kim & Lee and Jisung Horizon in having a Shanghai office (another Korean firm, Lee & Ko, has an office in Beijing). Both Yoon Yang Kim Shin & Yu and Yulchon are also believed to be in the process of launching China offices. ALB

US firms scramble for capital markets lawyers as HK IPOs surgeDay has 22. These moves come as Hong Kong’s capital markets see significant growth in the number of IPOs this year. To date, 22 new listing applications were received for the Main Board of the HKEx, in comparison to 10 received during the same period last year. In May alone, ten new listing applications were received – only three were received in May 2009.

Matthew Bennett, director of specialist recruiter Robert Walters in Hong Kong, said capital market lawyers are currently hot property for law firms. “We’ve seen a notable uplift [of jobs] in the legal sector, as there’s been an increase in IPOs and new regulatory conditions on reporting standards, requiring a higher number of legal and compliance staff,” he said.

But as the work flows in, law firms

that place too much focus on their capital markets practices may also be at risk of overworking their lawyers, losing them in the short term. “We’re witnessing a trend of legal professionals demanding more variety in corporate work as opposed to being “pigeonholed” on pure flotation and IPO projects,” said Ricky Miu, legal division manager of Robert Walters in Hong Kong. “Therefore, they are currently focused on finding firms that can offer broad-ranging experience or alternatively an in-house position where they can obtain more general corporate/commercial experience.” ALB

► quIcK FacTS: HKex - Ipo applIcaTIonSnew listings - main Board

Jan – may 2010 22

Jan – may 2009 10

16

NEws >>


us report

ROUNDUP•The US legal industry is still shedding jobs. In June, around 3,900 jobs were lost, according to the

US Bureau of Labor Statistics. In May that number was 600, seasonally adjusted from the initial expectation of 300 jobs lost

•London-based law firm Olswang has reportedly formed an alliance with US firm Cooley, in an effort to boost its international work

•Loeb & Loeb has appointed Alan Cutler as its chief operating officer. Cutler will succeed Jerry Post who retired from the firm after serving for ten years in the position

•Nixon Peabody has appointed Ernst & Young healthcare group professional Peter Egan as a partner in its health services practice in New York

•White & Case has hired two new partners for its global IP practice in Washington DC. Alston & Bird lawyers Trevor Nagel and Lee Van Blerkom will join the firm’s sourcing and technology transitions group

Chadbourne taps into BRIC market Chadbourne & Parke is planning to launch in Sao Paulo and has hired two finance lawyers to be based in the office there. The Sao Paulo branch, which will provide foreign legal advice, will launch once regulatory approvals from the Brazilian Bar Association have been received.

The office will have new finance partners Charles Johnson and Daniel Spencer; and Felipe Creazzo, a New York corporate lawyer who will relocate. “The success and growth of our Latin America practice, and the increasing significance of Brazil in the world economy, encouraged us to move decisively to gain on-the-ground capabilities in Brazil,” said Chadbourne managing partner Charles O’Neill.

Former Toyota VP launches new Washington law officeUS labour law firm Fisher & Phillips has opened an office in Washington DC, led by the former senior vice president of Toyota Motor North America, Dennis Cuneo, who is joining the firm as partner. Chairman Roger Quillen said: “We believe it’s important for us to bring a voice to Washington on behalf of our clients, especially at a time of rapidly changing workplace laws and regulations. Dennis is the right person at the right time to lead this new effort.”

Hogan Lovells builds DCM practiceHogan Lovells has expanded its debt capital markets and structured finance practice with the appointment of Emil Arca as a partner in its New York office. Arca joins from Dewey & LeBoeuf in New York and is expected to drive the development

of the firm’s Latin America and Europe practice.Finance co-heads Ben Hammond and David Hudd

said in a statement “The work handled by Emil is at the high end of the securitisation business and is a very good fit alongside the team based in Europe. We are seeing definite signs of improvement in the securitisation market and this is exactly the right time for the team to be growing its capability in this area.”

US still leading M&A market by value The US is still leading the world as the biggest M&A market, capturing 34% of market share according to Thomson Reuters. However, deal volumes have declined: in the US alone there were 3,902 M&A deals in the period from January to July this year. This is a drop from the 4,105 deals recorded in the same period last year.

The data also shows that the Americas saw US$559bn worth of inbound deals (determined by the acquirer’s net debt). The Americas closed 6,035 M&A transactions, which is a slight drop from the same period last year when there were 6,043 M&A deals closed.

Nixon Peabody loses more lawyers Nixon Peabody has reportedly lost another 14 lawyers to rival firm Pillsbury, after losing nine lawyers to DLA Piper in June.

Among those that have left for Pillsbury include Mats Carlston, who had headed up global finance; Bart Pisella, who will now lead Pillsbury’s corporate trust team; and Doug Schneller, who will now head Pillsbury’s distressed investment practice.

KOreA >>

Korean firm forms PRC ties

jApAn >>

PRC firm Jincheng Tongda & Neal (JT&N) has formed an alliance with

Korean firm San Gyung Law Firm, citing increased Sino-Korean business. Initiated by six JT&N partners – Jason Pang, Liu Zhihai, James Yang, Wang Yong, Yang Cheng and Fang Yan – the agreement forms part of the firm’s response to increasing demand for legal service from Korean clients.

“This is a breakthrough for both firms in view of our existing business model,” said JT&N in a statement. “Both firms have rich resources, political, business and legal knowledge in our homegrounds and this will prove to be greatly beneficial for both firms.”

According to JT&N’s partners, the agreement works on a referential basis. When clients are seeking legal advice regarding either firm’s home jurisdiction, the work would then be referred to the alliance firm and a temporary team with experts from both sides will be formed specifically for the project. ALB

US firm Squire, Sanders & Dempsey has joined forces with specialist

Japanese IP firm Miki & Yoshida Law and Patent Office, to bolster its resources in what is one of the fastest-growing areas of practice for international law firms in Japan – IP.

Squire Sanders’ Tokyo managing partner and Asia practice coordinator Ken Kuruso said the union was both timely given the increasing importance of IP to Japanese corporates. “Japan-based companies increasingly perceive IP as a strategic asset that is critical to their global success, and so it is important for us to be able to assist

Squire Sanders subsumes boutique firm, outlines IP plan

Lui ZhihaiJt&n

NEws >>


Allen & Overy has formed an Indonesia presence to target

Islamic finance and energy & resources work, with the help of a former lawyer from Hadiputranto Hadinoto & Partners (HHP), Baker & McKenzie’s Indonesia alliance firm. It has sealed an association with the law firm of Daniel Ginting, a former energy & infrastructure projects partner at HHP.

The office is situated near the Indonesian Stock Exchange, and will link up with A&O’s recently launched Doha office, which is also targeting Islamic finance work. The alliance makes an eighth office in the Asia-Pacific for Allen & Overy and follows on from its dual assault on the Australian market with openings in Perth and Sydney in March.

Allen & Overy’s Asia managing partner Thomas Brown said that the firm was receiving more Indonesia-related work and interest from its clients. “Indonesia is now one of the most important emerging markets in Asia. Increased interest from clients has led to steady and sustained growth in the amount of Indonesia-related work

news in brief >>A&O REVENUE FALLS BY 4%Allen & Overy’s end of financial year results have revealed that 60% of the firm’s revenue is now achieved outside of the UK. The results were driven by strong performances across the banking, litigation, regulatory and restructuring practices. However, the London-based firm saw revenue fall 4% to £1.05bn (A$1.9bn) for the year ended April 30.

Profits per partner (PEP) increased 10% to £1.1m, the result of a reduction in lawyers during the GFC. Staff costs fell 11% to £384m, following a restructure which saw 250 lawyers and 200 office staff cut in February 2009. For the third year running, two-thirds of the firm’s work involved two or more offices, reinforcing its global office model.

Managing partner Wim Dejonghe said in a statement: “While the outlook for the global economy remains uncertain, especially in some European markets, we are in the best possible shape to handle whatever challenges the market presents.”

M&A REGION BREAKDOWN – ASIA PACIFIC

Source: Thomson Reuters

indOnesiA >>

A&O launches in Indonesia with former Bakers partner

we do,” he said. The decision was also prompted by what global managing partner Wim Dejonghe said was Indonesia’s fiscal shield from the GFC. “Indonesia is one of the few countries whose GDP has continued to grow, despite the financial crisis and global recession,” he said.

Dejonghe – who said the Asia-Pacific was an “important and successful region for us”– made the announcement on the same day that the Magic Circle firm announced its financial results for the 2009-2010 financial year. Turnover fell by 4%, decreasing from £1.09bn to £1.05bn. Profits per equity partner (PEP) however, increased by 10%.

Prior to the association, Indonesia-related work was carried out by lawyers from A&O’s Singapore office, where they had been receiving some big-ticket Islamic finance mandates. For example, last year the firm advised the Indonesian government on a US$650m sukuk issue, the country’s first international sukuk. ALB

Wim dejongheallen & overy

► 1/1/2010–15/7/2010

Target primary nation region

Value of deals (US$m)

Number of deals

The americas 559,512 6,035

europe 303,410 7,538

central asia/asia-pacific 211,713 5,399

africa/middle east 42,868 619

Japan 33,186 1,166

unknown - -

Total 1,150,688 20,757

► 1/1/2009–15/7/2009

Target primary nation region

Value of deals (US$m)

Number of deals

The americas 457,769 6,043

europe 312,321 7,381

central asia/asia-pacific 199,956 5,076

africa/middle east 18,181 443

Japan 35,084 1,337

unknown 4 1

Total 1,023,316 20,281

daniel gintingallen & overy

Squire Sanders subsumes boutique firm, outlines IP plan clients in these matters,” Kuroso said.

Miki added that Squire Sanders’ international reach was also an important factor in the decision to merge. “Squire Sanders’ global reach… will benefit our clients in Japan, particularly those merging with companies that have assets outside Japan,” he said.

“A firm that operates globally can better meet our clients’ needs and help handle the increasingly important IP matters, both at a local and global level.” In addition to Miki and Yoshida, Kanako Inokuchi (partner) and Masazumi Kano (associate) will also join the firm, bringing the total number of lawyers in the Tokyo office to 27. ALB

“Japan-based companies increasingly perceive IP as a strategic asset that is critical to their global success”KEN KURUSO, SqUIRE SANDERS

18

NEws >>


XXX >>sinGApOre >>

sinGApOre >>

Pinsent Masons has formed a joint law venture practice in Singapore

with its local ally, MPillay. The two firms have converted their successful three-year old association agreement into a formal practice which will target the local dispute resolution market.

The new JLV firm, Pinsent Masons MPillay, will be Singapore’s sixth. MPillay’s founder Mohan Pillay will lead the practice and join the Pinsent Masons partnership, while MPillay equity partner Chris Chong will be a consultant and two other partners will be counsel.

Pinsent Masons will contribute construction law specialist Jon Howes and dispute resolution lawyer Wei Yaw Lam, who will both relocate from the Hong Kong office. They will advise on construction, energy and engineering disputes resolution matters and link up with overseas offices including those of its European ally, Salans.

In formalising the association both firms said they now have a more efficient practice. “Instead of two separate law firms the JLV allows for services to be provided by a single legal services provider,” said Pillay. “It’s now a separate self-standing practice... with the convenience of a single point of communication, engagement, and invoicing.”

Pinsent Masons forms JLV with Singapore ally

Under the previous association agreement the law firms had built up a steady roster of clientele, acting on local projects such as the Marina Bay Sands Integrated Resorts Development and the Singapore Mass Rapid Transit System. “Working together, we have even been able to buck the economic trends experienced in many parts of the world, with a significant increase in client instructions in the region and in Singapore in particular,” said the head of Pinsent Masons’ Asia-Pacific practice, Vincent Connor.

Pinsents last year announced its

intention to become a law firm of ‘truly international reach’ by 2020. Last year it formed an alliance with Salans and it continues to have arrangements with domestic firms across Asia. Howes said that the Singapore JLV satisfies part of that plan.

“This is a very important step in that process. The logical move for us having been established in Asia was to get that capacity in Singapore. We can now say that we have an Asia presence in all of the region’s major four cities – Beijing, Shanghai, Hong Kong and Singapore,” he said. ALB

► SIngapore JoInT laW VenTureS – laW FIrmS

• Allens Arthur Robinson TSMP• Baker & McKenzie. Wong & Leow• Dacheng Central Chambers• Linklaters Allen & Gledhill• Hogan Lovells Lee & Lee

The founder of WongPartnership, Wong Meng Meng has been

appointed as interim President of the Law Society of Singapore after current president Michael Hwang vacated the position he has held for three years. Hwang’s recent appointment as chief justice of the Dubai International Financial Centre Courts has prevented him from serving his full term as president, which was due to end on 31 December this year.

Instead, Hwang will stay on until July 31 and Wong will take the helm for the rest of the term, before standing for re-election next year.

Law Soc president prefers DubaiWong is the current vice-president

of the Law Society, and is recognised as a leading litigator in building and construction law. He is active in corporate and financial litigation as well as on construction disputes. Along with Hwang, he was among the pioneer batch of senior counsel appointed by the Chief Justice in January 1997.

Wong founded WongPartnership in 1992, a firm that has grown in stature to form part of Singapore’s ‘big-four’. He currently remains as a consultant to the firm. ‘Wong Meng Meng will have a clear vision of the needs and functions of the Law Society. He also

has the nous and drive to meet these ends. He will be a forthright leader and has my full support,’ said former Law Society president and senior counsel of Tan Rajah & Cheah, Chelva Rajah.

Wong is known to harbour a number of concerns regarding the ability of Singapore’s law firms to withstand the competitive pressures that have been unleashed by the liberalisation of the country’s legal services sector. Changes to protect the interests of such firms could be high on his agenda. ALB

“The logical move for us having been established in Asia was to get that capacity in Singapore”VINCENT CONNOR, PINSENT MASONS

Wong meng mengWongpartnership

NEws >>


news in brief >>

MICHAEL HWANG APPOINTED CHIEF JUSTICE OF DIFC COURTFormer Allen & Gledhill partner Michael Hwang has been appointed Chief Justice of the Dubai International Financial Centre’s (DIFC) Court. Hwang will replace Sir Anthony Evans who retires after five years in the position.

Hwang, who has served on the court since 2005 as Deputy Chief Justice, was a partner at Allen & Gledhill from 1972 and head of the firm’s litigation and arbitration department for 10 years. In 1997, he was one of the first lawyers in Singapore to be elevated to the position of senior counsel and is currently president of the Singapore Law Society and Singapore’s non-resident ambassador to Switzerland.

Sir Anthony Evans’ tenure as Chief Justice was characterised by a number of milestones for Dubai’s common law judicial system. He oversaw the development of a pro bono scheme, the establishment of a Small Claims Tribunal and implemented a Professional Code of Conduct for all DIFC Courts users. In addition, his term saw the introduction of the urgent case handling facility and an electronic case management system as well as the signing of various memorandums of understanding and enforcement protocols with the Dubai Courts.

15 ITALIAN FIRMS SHOWCASE ITALIAN OPPORTUNITIES AT SHANGHAI ExPOLawyers from 15 prominent Italian law firms showcased investment opportunities in Italy at the 2010 Shanghai World Expo, highlighting key legal aspects Chinese investors need to pay attention to when investing into Italy.

Representatives from the 15 firms gave speeches on various aspects of foreign investment in Italy during the morning session. A roundtable discussion on topics of common interest between China Italy was held in the afternoon, with Lv Hongbing, the vice president of All China Lawyers Association, among the guest speakers.

The 15 Italian firms include Bonelli Erede Pappalardo, Chiomenti, de Meo & Associati, Gianni, Origoni, Grippo & Partners and Scognamiglio. Among them, Chiomenti has two representative offices in China.

industry >>

dIFC Courts courtroom

Latham & Watkins joins other international firms that are

establishing litigation practices in Asia, a result of the dry-up of corporate work during the height of the GFC. Simon Powell, a Hong Kong-qualified lawyer from Jones Day, has been appointed a partner in Latham’s Hong Kong litigation department.

Powell’s practice spans numerous sectors including advising financial institutions and companies in commercial litigation and arbitration proceedings, contentious insolvencies, securities and competition regulation. Recently he was special counsel on Asia litigation for the Lehman Brothers estate, handling the company’s bankruptcy proceedings.

The firm has significantly expanded

Latham & Watkins latest to build Asia litigation capability

its presence in Asia over the last decade with new offices in Hong Kong, Beijing, Shanghai, Singapore and Tokyo. Latham now joins Skadden, Herbert Smith and Linklaters in strengthening or launching their litigation practices in Hong Kong, the region’s financial capital, during the downturn in 2008 and early 2009.

Asia is a growing market with an increasing number of local companies embroiled in US law suits, as well as a rising number of Latham’s own Asian clients seeking litigation advice locally. According to Powell, increased securities enforcement and greater regulatory scrutiny of companies involved in major transactions in Asia will lead to an increased demand for litigation advice. ALB

20

NEws >>


Trans-Atlantic tie-ups have become a current fad in the international

legal industry. Hot on the heels of the Hogan Lovells merger and the SNR Denton combination, UK firm Simmons & Simmons and its US counterpart Mayer Brown had been on the verge of seeking a possible tie-up, before calling off the discussions a week later.

Just one week after various media reports confirmed merger discussions, the firms jointly released a statement announcing that a combination is not going ahead. “Simmons & Simmons and Mayer Brown have held preliminary discussions with regard to the potential for a merger. Mergers are complex and present a number of issues which need to be resolved before discussions can proceed. We have concluded that a

Mayer Brown and Simmons: the merger that wasn’tindustry >>

► WHaT Would HaVe Been – THe SImmonS/mayer BroWn numBerSSimmons & Simmons Mayer Brown

offices in china Shanghai, Hong Kong Beijing, Shanghai, guangzhou, Hong Kong

Total offices worldwide 22 22

china headcount 80 legal staff, 18 partners and consultants 228 lawyers, 64 partners

global headcount 777 lawyers, 134 equity partners 1657 lawyers, 274 equity partners

global turnover in the previous Fy* uS$1.1bn £291.3m (uS$430.7m)*Source: 2010 Am Law 100 and 2009 The Lawyer UK 200

combination between our firms is not the right option. There is, however, considerable goodwill and continuing respect on both sides.”

Had the union gone ahead, the combined firm would have had over 300 legal professionals including 80 partners in China. It could have taken over Baker & McKenzie’s position and become the largest international firm in the country.

Simmons & Simmons has recently hired partner Davis Wang from King & Wood and is in the process of establishing an office in Beijing. Mayer Brown’s merger with Hong Kong firm Johnson Stokes & Master (JSM) in January 2008 has significantly expanded its presences in China. This merger added three new offices to its China practice, which previously only had a Hong Kong office. ALB

middle eAst >>

UK firm Charles Russell has expanded its Bahrain practice

by hiring three new lawyers, as it continues a major cross-border case against troubled Awal Bank. The bank was placed into administration last year after defaulting on its loan repayments.

The firm picked up the mandate last July as Awal’s external administrators on behalf of the Central Bank of Bahrain, to carry out legal proceedings for the banks’ creditors. An appeal by Awal Bank’s chairman against the appointment had potentially threatened the firm’s role as external administrators before it was overruled by a Bahraini court in June this year.

Charles Russell will now continue its role initiating legal proceedings across a number of countries – Bahrain, London, New York, Saudi Arabia and the

Charles Russell expands Bahrain practice, continues Awal proceedings

Cayman Islands – to recover assets for creditors of Awal bank. Central Bank of Bahrain said it supported the firm’s appointment, and of it’s placing Awal Bank in administration was to protect the local banking sector.

“The ruling … clearly validates our decision [to appoint administrators] and we will continue to support the independent administrators,” said Khalid Hamad, CBB’s executive director, banking supervision. “Their priority is the realisation of Awal Bank’s assets for the benefit of all stakeholders and creditors, through all available means.” The news comes as three new lawyers were appointed by

the firm for its Bahrain office in July: Shariah banking & finance specialist Nicholas Polley, corporate lawyer Sherif Hampton and paralegal Basma AlAlawi.

In March the firm transferred corporate partner Andrew Sharpe from London, and now has 10 fee-earners in the office. Bahrain managing partner Clive Hopewell said that the appointments are intended to support the financial services sector in Bahrain. “We continue to expand the office to cover those disciplines where we see particular client demand and strategic advantage,” he said. ALB

Clive HopewellCharles russell

“Their priority is the realisation of Awal Bank’s assets for the benefit of all stakeholders and creditors, though all means”KHALID HAMAD, CBB

NEws >>


hOnG KOnG >>

PRC firm Dacheng has opened yet another office – this time in Hong

Kong – after merging with fellow PRC firm Guangdong Xin Yang. Xin Yang has an association agreement with Hong Kong-based Wong Poon Chan Law & Co, and Dacheng intends to target Chinese clients on family business governance legal issues.

The merger agreement was finalised in April 2010 and Dacheng received its license to operate from the Law Society of Hong Kong in May. In addition to its Hong Kong presence, Xin Yang has offices in Beijing and Guangzhou and advises on capital markets, private equity and venture capital, international trade, M&A, IP and project finance. The firm is also noted for its strong family office practice where it assists Chinese and other Asia-based clients on succession planning, employment policies for family members in a business and inter-generation transition management.

Dacheng plans to access the burgeoning Asian family office market as well as extend its presence to reach Hong Kong businesses through its alliance with Xinyang, which is notarized to provide legal services in both Mainland and Hong Kong.

Partners from Xing Yang were absorbed into Dacheng’s Hong Kong operations, with Yang Jinzhu, the previous co-managing partner of Xinyang now the MP of Dacheng’s Hong Kong office. “The merger is mutually beneficial as we have expanded to a much broader offering in regards to clients and network,” Yang said, adding that the firm is presently looking to recruit lawyers domestically as well as internationally to expand its operations organically in the coming years.

Dacheng opens in Hong Kong after another merger

“Many lawyers in Dacheng mainland, especially those experienced in foreign legal services have expressed interest to join our office,” he said. “We’ve had a tide of referrals in the form of projects, cases and clients from Dacheng mainland to Hong Kong.”

Arrangements have already been made for 15 partners to move from Dacheng’s mainland branches to the HK office meaning it will have one of the largest Hong Kong offices among PRC firms. ALB

► regISTered aSSocIaTIon oF ForeIgn laW FIrmS (prc-HK)

Hong Kong Solicitor’s Firm

Registered Foreign Law Firm

No. of foreign lawyers in HK*

Ho & co., roger zhong lun 4

ng & Shum d&S law Firm 1

Wong & chan Jin mao 1

Wong poon chan law & co

guangdong xin yang law Firm (HK)/ dacheng law office

3

- chen & co 2

- china law office 6

- duan & duan 3

- grandall (HK) 3

- guangdong Huafa law office

3

- guantao (HK) 2*Number of foreign lawyers as registered with the Hong Kong Law Society

► dacHeng In numBerS

Number of partners 396

Number of lawyers in Beijing 375

Overall number of lawyers 1,200

Number of worldwide offices 33

New international branch offices May 2009–May 2010

los angeles, Taiwan, Hong Kong, Singapore

New PRC branch officesMay 2009–May 2010

Inner mongolia, Taiyuan, Kunming

chinA >>

Australia’s taxing issue and China’s energy needsWhile many were clouded with

uncertainty by the proposed resources tax introduced by former Prime Minister Kevin Rudd, China and Australia still signed commercial deals worth more than AUD$10bn.Witnessed by visiting Chinese Vice President Xi Jinping in June, signings between the two countries included deals for state-owned China Development Bank (CDB) to provide financing for several major mining projects, including a US$1.2bn loan for an iron ore development.

The new Minerals Resources Rent Tax (MRRT) was announced in early July, with a levy to apply only to iron ore and coal projects. The separate Petroleum Resource Rent Tax (PRRT) which is currently applicable to offshore oil and gas projects will now be extended to onshore oil and gas projects.

China is ustralia’s biggest trading partner and a major investor in its resources sector. Advisors believe work will continue to increase. Tony Damian, a Sydney-based partner at Freehills said that the new tax regime clears up the clouds of doubt that were plaguing investors.

“The MRRT reduces uncertainty and some of the deals that may have been holding back no longer need to hold back, leading to an increase in M&A activity.” ALB

► SIno-auSTralIan dealS SIgned In June 2010

1. US$1.2bn facility agreement between Karara Mining Ltd and CDB

2. MOU on project development between South Australia and CDB

3. MOU on project development between Aquila Resources and CDB

4. JV agreement between China National Offshore Oil Corporation and Arckaringa Energy

5. Cooperation agreement of China First Coal Development between Resourcehouse, Export-Import Bank of China, Metallurgical Corporation of China and China Power Holdings

6. MOU between the Department of Resources, Energy and Tourism of Australia and the National Energy Administration of the PRC on enhancing cooperation in the field of energy

22

NEws >>


AsiA-pAcific >>

Freshfields’ Asia managing partner Simon Marchant said he remains optimistic for the firm’s regional growth,

despite the firm posting an 11% decrease in global revenues and a 3% decrease in profits per equity partner (PEP) in FY2009/10.

Global revenues at the Magic Circle firm dropped to £1.14bn (US$1.7bn), from £1.3bn (US$2.1bn) for the previous financial year, when revenue grew by 9%. PEP also dropped slightly to £1.4m (US$2.15m), from £1.443m (US$2.37m). The firm’s headcount in Asia also decreased from a combined 206 lawyers and partners to 181 this year.

In announcing the declining revenues, Freshfields now joins other Magic Circle firms Linklaters (down 8%), Clifford Chance (down 5%) and Allen & Overy (down 4%) reporting drops. Yet Marchant said that while global economic uncertainty remains, he is optimistic about his firm’s growth in Asia.

Revenue drops but Freshfields ‘optimistic’ for Asia

Simon marchantFreshfields

Sidley Austin has named Chicago-based partner Thomas Albrecht as its new Asia-Pacific managing

partner. The US firm created the new leadership position as part of a ‘strategic plan for the Asia-Pacific region’, which includes adding more offices to the six it currently has in the region.

Albrecht will transfer from his current post in Chicago to take up the role based in Hong Kong. He will work closely with Sidley’s Tokyo managing partner Tomoo Nishikawa and Hong Kong corporate finance partner Constance Choy, both of whom sit on the executive committee alongside Albrecht.

Sidley’s management committee chairman and partner Charles Douglas said the new appointment is imperative for the firm’s growth in Asia-Pacific. “We’re tapping [Albrecht’s] experience [to further develop] our operations in the Asia-Pacific region, recognising the increasing importance to our clients of that fast-growing part of the world,” he said.

“The firm’s ability to realise its ambitions for our Asia-Pacific platform will be greatly enhanced by basing Tom in our Hong Kong office.” Before Albrecht’s appointment, management responsibilities over Sidley’s six Asia-Pacific offices – Beijing, Hong Kong, Shanghai, Singapore, Sydney and Tokyo – were loosely divided between Greater China managing partner William Fifield and other partners within each office.

Sidley appoints new MP,reveals plans for Asia-Pacific

Thomas Albrechtsidley austin

William Fifieldsidley austin

AsiA-pAcific >>

updaTe >>

Intellectual property

proving goodwill in a Business: raffles Fine arts auctioneers pte ltd v raffles corporate consultants pte ltd [2010] SgIpoS 1

In 2007, raffles Fine arts and auctioneers (“RFAA”) applied to invalidate the two marks (the “Raffles marks”) registered by raffles Corporate Consultants (“RCC”). the raffles Marks comprised the sole word “raffles” in plain capital font, and

for secretarial, business management consultancy and financial consultancy services, among others.

rFaa argued that their unregistered marks “raffles” and “raffles Fine arts” had been used prior to the registration of the raffles Marks, and in respect of similar services; accordingly, the raffles Marks would amount passing off of the goodwill in their unregistered marks.

the decision by the intellectual property office of singapore discussed the issue of whether there was goodwill in the market at length.

the registrar observed that “it was clear that passing off protects a plaintiff’s business or goodwill and not the mark used”. the mark was simply a tool by which a plaintiff educated its customers to identify that goods or services originated from the plaintiff’s business.

nevertheless, the registrar stressed that the role of a mark was “crucial when proving the element of goodwill”, because the test used by the courts to determine whether the plaintiff’s business had goodwill, was whether “the mark adopted by the plaintiff has become distinctive of his services in the sense that it is associated or identified exclusively with his goods” (emphasis in original.)

in this case, the mark “raffles Fine arts auctioneers”, instead of “raffles”, was found to be distinctive of rFaa’s services, since the former was used in rFaa’s publications and stationery.

although rFaa’s memorandum & articles (“m&As”) stated that of rFaa provided services such as art auctioneering, business consultancy and financial solution services, the M&as were not conclusive evidence of the services actually provided by rFaa.

it was necessary for the registrar to look at the evidence tendered by the parties to determine the actual scope of services provided.

the registrar found that rFaa did provide art auction sale services, but not financial services as there were no tax invoices to prove the actual provision of such services. the registrar was of the view that three posters in a span of eight years to promote rFaa’s financial services was insufficient evidence.

accordingly, the registrar concluded that there was insufficient goodwill to support an action for passing off.

Terri Koh, Associate IP & Technology Group Tel: +65 6428 9883 [email protected] Web: www.twobirds.com

ATMD Bird & Bird llP is a singapore law practice registered as a limited liability partnership in singapore. The firm is associated with Bird & Bird, an international legal practice. It is solely a singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird llP.

Terri koh

NEws >>


Revenue drops but Freshfields ‘optimistic’ for Asia“As people will be aware, the economies in Asia came out

of the downturn much faster than in other markets and this translated into strong activity by our clients and a good performance by our business in the region,” he said. “We made significant investments throughout last year in financial services, regulatory, disputes, global investigations, anti-trust, energy, capital markets and M&A.”

All eyes will now be on the firm’s new Hong Kong managing partner, capital markets lawyer Kay-Ian Ng, who took over the position from retiree Clive Rough in March. The firm is investing heavily in its Hong Kong practice where capital markets work has formed the backbone of the Greater China practice. Work in this area is becoming increasingly more competitive to secure amongst international law firms in Hong Kong.

This year Freshfields secured roles acting for the issuers on the Hong Kong IPOs of L’Occitane (US$708m), China Merchants Bank (US$3.2bn), and NVC Lighting (US$196m). ALB

Fifield will step down from that role at the end of 2010 and return to Dallas, where he was office managing partner before taking up the China role in 2005. “Over the past five years, Fifield has made a tremendous contribution to Sidley’s regional expansion, but increased client demand compels us to plan for growth and to consider other jurisdictions where we should add offices,” said Albrecht.

Some observers have questioned the appointment, being concerned over the message being sent by appointing a US lawyer to lead an Asian practice. “I’m not sure that this is necessarily the best move. For a firm that prides itself on a strong Asia practice, you’d think they would tap an Asian attorney to manage the region,” said Thomas Chow, the writer of legal blog, China Esquire. Meanwhile, Sidley recently appointed Chinese lawyer Yabo Lin as a partner, to work across the firm’s Palo Alto and China offices advising on cross-border investments between the US and Asia. ALB

“Increased client demand compels us to plan for growth and to consider other jurisdictions where we should add offices”THOMAS ALBRECHT, SIDLEY AUSTIN

updaTe >>

International Tax

new Top uK Income Tax rate deters athletes

Olympic champion athlete usain bolt is refusing to compete in a prestigious british sporting event because he would have to pay 50 per cent uk income tax on his appearance fee and a

proportion of his worldwide earnings - losing the Jamaican more than he might earn. the association of uk athletics (uka) has called for britain to change its tax laws for non-resident sports stars.

AUSTRALIAN BANkS ORdEREd TO REvEAL ALL OFFSHORE ACCOUNTSevery bank operating in australia has been ordered to inform the tax authorities of any offshore accounts held by australians in ‘jurisdictions of interest’.

the 57 banks subject to the order - called the banking transparency strategy - are expected to name some 100,000 of their customers to the australian tax officer (ato).the ato will electronically match the bank information to its own records, said ato commissioner Michael d’ascenzo. the results will then be used to identify people who failed to disclose offshore income, or who over-claimed tax relief on foreign transactions between July 2005 and June 2009.

australia’s current offshore tax amnesty ends on 30 June. the country has just signed a tax information exchange treaty with the pacific island of vanuatu.

a West australian accountant, trevor thomson, was jailed in May for helping private clients use offshore trusts to evade aud27 million in tax between 1999 and 2001.

Hk/Uk dOUBLE TAX AgREEmENT (“dTA”) SIgNEdhong kong signed its 12th dta, with the united kingdom, on 21st June 2010 and it is expected to come into force on 1st april 2011 in hong kong and 6th april 2011 in the uk when formalities are completed.

it enables zero withholding on interest payments from the uk to hk ; and no withholding on dividends from the uk unless on a dividend from a reit, in which case the withholding tax rate is reduced from 20% to 15%

there are some unusual provisions on individuals tax residence rules, which will be explored in a later column. in general the treaty is very favorably received.

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

24

NEws >>


Norton Rose aims to extend its Islamic finance and asset

capabilities beyond London into Asia and the Middle East, according to Peter Haslam, head of the firm’s Asian Banking practice. In July, the firm bumped up the total number of partners in Asia to 46, after relocating London-based partner Davide Barzilai to its Hong Kong office, along with the lateral hire of Bahrain-based partner Mohammed Paracha from Al Salam Bank Bahrain BSC to the firm’s Bahrain office.

According to the firm, Islamic finance and banking will continue to grow as the global financial markets adjust to new regulatory requirements and as the economies of Muslim-majority countries develop.

Despite Singapore being the most natural relocation option for Barzilai, he was posted to Hong Kong to expand

Norton Rose guns for more Islamic finance workNorton Rose’s banking capabilities in North Asia. We have a smaller banking team within our Hong Kong office and are looking to grow within Northern Asia side of our banking practice that includes China, Taiwan, Hong Kong and Korea,” Barzilai said.

According to Barzilai, the large number of partner relocations into Asia as well as the Middle East is a response to client demand. “What we’re hearing from clients is that they want full service in these areas. There is

Australian law firm Allens Arthur Robinson has poached Clifford

Chance asset finance partner Rod Howell and has transferred two other partners to its Singapore office, to focus on growing key practice areas in South-East Asia. Howell had previously worked with Allens before leaving the firm in 1997 for Clifford Chance in London, becoming a partner in 2005 and later moving to the New York office.

He will be responsible for leading the development of an aircraft financing practice for the Australian firm, working in the banking & finance practice alongside the Singapore office head Robert Clarke and partner Robert Fish. In addition, Sydney-based insurance & reinsurance partner

Australian firm Allens focuses energy on South-East Asia

Matthew Skinner and Perth-based energy & resources partner Darren Murphy have moved to Singapore. Both partners will use the Singapore base to build their respective practices; Skinner heading a South-East Asian dispute resolution practice and Murphy working on regional infrastructure projects.

Clarke said that the firms’ strategy is based on South-East Asia’s swifter recovery from the global financial crisis. “It’s important to us that we continue to build a strong presence in Singapore given its role as a growing financial, insurance and arbitration hub for South-East Asia,” he said.

Allens operates in Singapore – where its South-East Asia practice is based – through a joint venture with local firm TSMP, but works in a separate office.

sOuth-eAst AsiA >>

industry >>

davide Barzilainorton rose

Clarke has ruled out applying for a local practicing license and said the JV continues unaffected: “We are very happy with the JV relationship that has been built up over several years. TSMP has also grown its numbers in the last 12 months,” he said.

However, Allens’ regional Asia strategy comes in direct contrast to many of its fellow Australian firms which are focusing instead on North Asia. Clayton Utz opened an office in Hong Kong this year while Blake Dawson opened in Japan. ALB

“It’s important to us that we continue to build a strong presence in Singapore given its role as a growing financial, insurance and arbitration hub for South-East Asia”ROBERT CLARKE, AAR

a lot of work out here and we are just meeting demand,” Barzilai said.

“There are good opportunities and strong growth potential in Asia Pacific. I’ve just hired two lawyers and there is always shortage of suitable lawyers in the Islamic finance sector who have strong banking legal skills as well as an understanding of Islamic drivers,” he said. ALB

Neil millarnorton rose

NEws >>


the firm’s PRC ‘best-friend’ alliance firms. “We’re still doing work for our Chinese clients and whenever it is necessary, our lawyers travel to China. We have our Chinese law firm friends who we work with on a case-by-case basis to assist us through local matters, but this way we can save costs and time,” said Park.

The news comes as fellow Korean firm Shin & Kim and Japanese firm Nishimura & Asahi both opened a China representative office this year. Park said each firm has its own business motivations for going abroad, and that for now Hwang Mok Park is remaining in the domestic market. “Many Korean firms are interested in opening offices abroad, and each has their own unique background and business strategy for doing so. I think basically

Hwang Mok Park leaves Shanghaikorean firm Hwang Mok Park has

closed its Shanghai office less than a year after acquiring it through a merger with another law firm, saying the office was ‘unsustainable.’ Although managing partner Sang Il Park did not outline a specific date, he said the decision to close the Shanghai office was made “months after” the merger with boutique firm Hansueng was finalised, in September 2009.

That merger had handed the firm control of Hansueng’s two-year old Shanghai office, its first base outside of Korea. Park said that partners had considered various ways to make use of the office, but that it was ultimately closed based on business rationale, which has cut costs and time for the firm.

All three Shanghai-based partners have been moved permanently to Hwang Mok’s base in Seoul. “It was a business decision to find a more efficient way to manage our time and our local alliances,” said Park. “We determined that [closing the office would be] more efficient for our China practice, and for our coordination and alliance with the Chinese law firms.”

Park said that the China practice is still operational, with its lawyers working on a fly in/fly out basis with

Sang Il Parkhwang Mok park

“We have our Chinese law firm friends who we work with on a case-by-case basis”SANG IL PARK, HWANG MOK PARK

According to reports released by both PricewaterhouseCoopers

(PwC), PRC companies are expected to raise US$55.7bn on the Shanghai Stock Exchange this year, while in Hong Kong the figure is expected to be US$47.7bn. Last year Hong Kong raised approximately US$30bn in new listings with Shanghai tagging closely behind with US$27.3bn.

“The China IPO market, especially Shenzhen SME Board and ChiNext, has picked up significantly in the first half of the year, despite the uncertainties on global recovery and the Euro debt crisis impact causing greater market volatility. This really demonstrates that

China to seize HK’s crown as IPO centre?Chinese companies are developing well along with the continuing growth of domestic economy and become more mature,” said Frank Lyn, China markets leader of PwC in a statement.

Investor confidence is how Wayne Chen, partner and head of capital markets at PRC firm Llinks, explains the booming local market. “There are many elements that have boosted investor interests in local listings. These include the increasing listing value and the strict regulations of

the China Securities Regulatory Commission (CSRC),” says Chen.

CSRC has been reputed to be extremely strict with its approval procedures and Chen explains that the authorities are requiring more than just meeting basic listing requirements but also a review of the status of the company in its industry according to its peers. Such strict regulations have resulted in the local board being dominated by the top-tiers companies, which is both inviting and assuring to potential investors.

“This type of confidence, at this time, is a notion that is lacking in investors in international markets,” says Chen. ALB

chinA >>

chinA >>

it’s a good sign that Korean firms are going abroad to expand practices, but the issue is which of those is better suited. For our firm now it’s better to remain in Korea to coordinate with our friends rather than having a fixed base,” he said.

Park did not rule out re-opening the office in the future, but said it would depend on deal flow. “[It would] depend if our work volume grows, and to the extent that we need a fixed place there then probably we would open. But we don’t have a specific timeline for that yet,” he said. ALB

Wayne Chenllinks

26

NEws >>


Bird & Bird Salans

Salans Hong Kong gains Bird’s disputes headSalans has appointed international arbitration specialist Darren FitzGerald, the former head of Bird & Bird’s Asia dispute resolution and China employment practices, as a partner in its Hong Kong office. FitzGerald has 15 years experience in dispute resolution and regulatory matters in the Asian region, with a focus on disputes in Hong Kong and the PRC. He will join four other lawyers stationed permanently in the Hong Kong office of Salans (five others stationed there also work across other offices).

Conyers Dill & Pearman

Conyers promotes two corporate partners in AsiaConyers Dill & Pearman has made up five lawyers to partner from its British Virgin Islands, Bermuda, Hong Kong and Singapore offices, raising the total number of partners for the firm to 42.

In Asia the firm has promoted Richard Hall from the Hong Kong corporate practice and Kung Whooi Phing from the Singapore corporate practice to partner. Both lawyers specialise in capital markets and advise BVI, Bermuda and Cayman companies on their IPOs. Hall’s recent work includes advising on Cayman and BVI laws in Glorious Property Holding’s restructuring of promissory notes, ALB China’s ‘Real Estate & Construction Deal of the Year’. Phing has worked on the first listings by Bermuda companies on the Malaysian stock exchange, for Xingquan International Sports Holdings and MultiSports Holdings.

Various Lee & Lee

Lee & Lee hires 'due to M&A activity'Singapore firm Lee & Lee has added four new associates to its corporate division in response to the growing demand for capital markets, M&A and privatisation work, according to the firm.

The appointments of Angelina Chia (from Kelvin Chia Partnership), and former Lee & Lee interns Low Zhi Ni, Lee Ben-Jie and Jeremy Lin bring up the number of associates added to the firm this month to nine. The corporate division has grown to 25 and this takes the firm’s total headcount to approximately 80 partners and associates.

Chadbourne & Parke

Chadbourne looks in-houseChadbourne & Parke has rehired Gary Feulner as a senior counsel in its Dubai office. Feulner worked in the firm’s NY, Washington and UAE offices from 1984-1990, after which he left the firm to take up

► laTeral HIreSname leaving going to practice locationMichael Hwang Singapore Law Society Dubai International

Financial Centre CourtChief Justice Dubai

Darren FitzGerald Bird & Bird Salans International arbitration Hong Kong

Angelina Chia Kelvin Chia Partnership Lee & Lee Corporate Singapore

Gary Feulner SHUAA Capital Chadbourne & Parke Corporate Dubai

Kartik Ganapathy Nishith Desai Indus Law Investment head Bangalore

Mohammed Paracha Al Salam Bank Bahrain BSC Norton Rose Banking Bahrain

Paul Lantz Deutsche Asset Management MFC Global Investment Management

Head of Investment Legal and Compliance

Singapore

Joseph Lee Fried Frank Jones Day Capital markets Hong Kong

Rod Howell Clifford Chance Allens Arthur Robinson Aircraft financing Singapore

Simon Powell Jones Day Latham & Watkins Litigation Hong Kong

Bruce Cooper Freshfields Clayton Utz Banking & finance Sydney

Wong Meng Meng NA Law Society of Singapore

Interim president Singapore

► relocaTIonSFirm lawyer* From ToClifford Chance Nigel Wellings London Dubai

Allens Arthur Robinson Matthew Skinner Sydney Singapore

Allens Arthur Robinson Darren Murphy Perth Singapore

Norton Rose Davide Barzilai London Hong Kong

appointMents

► promoTIonSname Firm promotion practice locationGraham Lovett Clifford Chance Gulf managing partner Corporate Dubai

Jay Aggarwal Fried Frank Partner Capital markets Hong Kong

Marianne Cheng Fried Frank Partner Capital markets

Richard Hall Conyers Dill & Pearman Partner Corporate Hong Kong

Kung Whooi Phing Conyers Dill & Pearman Partner Corporate Singapore

Jay Nee Appleton Luff Partner International trade Singapore

Timothy Cooke Baker & McKenzie.Wong & Leow Partner Dispute resolution Singapore

Nadia Nasoetion Hadiputranto Hadinoto & Partners Partner Corporate Indonesia

Ponti Partogi Hadiputranto Hadinoto & Partners Partner Corporate Indonesia

Samer Eido Simmons & Simmons Middle East financial markets head

Finance Qatar

Various Clyde & Co Legal director Dispute resolution, real estate, strata law, IP, construction

Dubai, Doha

Various Clyde & Co Senior associate Dispute resolution, corporate, real estate, commercial, aviation, marine law, construction, banking & finance

Dubai, Abu Dhabi, Riyadh

Clifford Chance

Clifford Chance confirms Middle East head, grows Dubai officeDubai-based partner Graham Lovett has been re-elected as the firm's Gulf managing partner for a second five-year term. First elected to the Middle East management position in 2005, His new leadership term will commence in July this year and last until 2015. Lovett said in a statement

accompanying the announcement that he considers the region "one of the most exciting places to be practicing law", due to the firm's "ambition for the future" in the bourgeoning region.

The firm has 10 partners based in Dubai and Abu Dhabi. CC’s has also transferred London corporate partner Nigel Wellings to its Dubai office, in order to build up its Middle East practice. Wellings join two other partners based in Dubai’s corporate group, and reports to practice head Simon Clinton.

Richard Hall

NEws >>


a position as general counsel of Dubai-based investment bank SHUAA Capital.

Feulner’s appointment brings the total number of lawyers in the firm’s Dubai office to ten, four who are partners. Daniel Greenwald, head of the firm’s Dubai office, said he is “extremely happy" to welcome Feulner back to the firm, adding that "we will benefit from his broad general experience and insight into local and regional legal and regulatory issues, and from his in-house perspective. Specifically, he strengthens our capital markets and PE experience in the region, as well as our overall corporate know-how."

Appleton Luff

Appleton Luff appoints new Singapore partnerBoutique law firm Appleton Luff has promoted international trade lawyer Jay Nee to partner. He will join Edmund Sim as the firm’s second partner in their One Raffles Quay office in Singapore, and will be the eighth Appleton Luff partner internationally.

Nee’s practice areas will cover trade remedies (including anti-dumping and countervailing duties), customs, foreign investment, international business operations, IP and WTO issues. “Our clients have expressed great confidence and satisfaction in Jay’s and Kelly’s work. We are proud to call them partners,” said founding partner Arthur Appleton.

Prior to his appointment with the firm, Nee spent nine years with White & Case as a trade consultant and foreign attorney in Taipei, Shanghai and Washington, DC and three years with Hunton & Williams in their Washington DC and Singapore offices as a legal consultant.

Baker & McKenzie

Baker & McKenzie strengthens Asia practiceBaker & McKenzie’s member firms in Singapore, Indonesia and Malaysia have made new appointments and promotions. Nadia Nasoetion and Ponti Partogi from Baker & McKenzie’s Indonesia member firm, Hadiputranto Hadinoto & Partners have been promoted. Nasoetion comes from the firm’s finance and projects practice and covers banking & finance work, loan syndication, debt restructuring, acquisition finance and project financing. Partogi specialises in the firm’s tax practice, focusing on domestic and international tax planning relating to inbound and outbound investment, corporate and debt restructuring of multinational companies, as well as tax litigation services.

In Singapore, Baker & McKenzie.Wong & Leow promoted Timothy Cooke to partnership. He hails from the firm’s dispute and resolution practice and advises clients in international arbitrations and mediations in a variety of commercial disputes, notably oil & gas, telecommunications, engineering, construction, banking and trusts.

Nishith Desai Indus Law

Nishith Desai loses fund investment headKartik Ganapathy has been poached from his role as head of investment practice of Asia’s sixth- largest firm by Indus Law’s fund and M&A group, joining as an equity partner. Ganapathy, an alumnus of the National Law School of India University and New York University Law School, was an executive committee member at Nishith Desai Associates and the managing partner of the Bangalore office.

Ganapathy specialises in venture capital and PE investments across sectors including micro-finance, education and healthcare, securities law and structured finance transactions. He said it was his aim to make Indus Law “the ‘go-to firm’ for legal advice in the financial sector, particularly for PE, venture capital and M&A.”

Deutsche MFC Global

In-house: MFC Global Investment appoints Deutsche compliance headMFC Global Investment Management, the asset management division of Manulife Financial, has appointed Paul Lantz as head of investment legal and compliance in Asia. In this newly-created position, Lantz will be responsible for overseeing the legal and compliance procedures of the company’s investment operations, including those of the company’s rapidly growing third-party asset business in the region.

As at April 2010, the company manages over US$31bn in assets in Asia, of which US$10bn is managed for external institutional clients. Based in Hong Kong, Lantz will head an in-house legal and compliance team that spans 10 locations in Asia. He joins the company from Deutsche Asset Management in Singapore, where he was head of Asia & MENA compliance for the last four years.

In addition to his time at Deutsche, Lantz has spent more than six years in senior compliance and legal roles for Fidelity Investments and PwC in Japan.

Clyde & Co

Clyde & Co on Gulf promotion spreeClyde & Co has promoted 17 lawyers from its four Middle East offices to positions as legal directors and senior associates. A majority of the promotions are from the construction, corporate and banking practices – which were the most affected sectors in the regional financial crisis. Dubai-based

construction partner Mark Blanksby said the appointments are part of the firm’s regional plan.

The firm has promoted three lawyers in Dubai and one in Doha to the role of legal director, with thirteen others elevated to senior associate positions, mostly in Dubai.

Norton Rose

Norton Rose’s new Islamic finance lawyers Norton Rose has relocated Davide Barzilai from London to its Hong Kong office, and hired Bahrain-based partner Mohammed Paracha from Al Salam Bank Bahrain BSC to its banking practice in Bahrain, as partner and deputy global head of Islamic finance.

The appointment follows the relocation of Neil Miller, global head of Islamic finance, to the Dubai office last year. Barzilai previously worked at Norton Rose (Asia) in its Singapore office from 2005-2007. His role involves managing the firm’s Islamic finance business in the region from the HK office. Paracha specialises in Islamic financial and banking transactions, and joins the firm from Al Salam Bank-Bahrain BSC, where he was executive vice-president and head of Europe. Previous to that he spent three years in the London banking team at Norton Rose.

Simmons & Simmons

Simmons & Simmons announces new finance headSimmons & Simmons has promoted Qatar-based finance lawyer Samer Eido to head its Middle East financial markets practice. Eido replaces outgoing partner Philip Abbott, who has held the position since 2008 and is returning to practice in the London office’s banking group.

Eido will take charge of the regional financial markets practice, which serves the Islamic finance, banking, insurance and private funds industries, working under global head Jeremy Hoyland. His transactional experience includes advising regular client Commercial Bank of Qatar on its US$1.2bn bond issue last year.

Freshfields Clayton Utz

Clayton Utz recruits Freshfields starAustralian firm Clayton Utz, which recently opened a Hong Kong office, has announced that former Freshfields project finance lawyer Bruce Cooper will join the firm's Sydney banking & financial services practice as a partner in September.

Cooper has spent the past 18 years in Asia, most recently in Hong Kong where he led Freshfields' regional finance practice group, overseeing a practice that spanned from China to Nigeria.

Samer Eido

daniel greenwald

Ponti Partogi

Nadia Nasoetion

28

NEws | regional update >>


Chinapaul Weiss

philippinessyCip salazar hernandez & gatmaitan

reg

ional

updat

es

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

singaporeloo & partners

last May 2010, the rules on Alternative Dispute resolution (ADr) for Disputes

as well as science and technology, which is usually considered to be “commercial” internationally, is listed in the state secrets law as covered. This is particularly problematic when such information is held by sOes etc., taking into account that under the Interim Rules on Protection of Commercial Secrets of Central SOEs (published on March 25, 2010), it was confirmed that commercial information relating to business and technology of central sOes may also be state secrets. Further, while the state secrets law does provide that state secrets should be confirmed by appropriate proceedings, in practice the confirmation requirement has not prevented the prosecution of alleged offenses involving information not been officially “confirmed”.

International companies doing business in China should be cautious with guarding against violation of the state secrets law. International companies should pursue a robust internal compliance system for handling classified information. It is advisable to procure the disclosing parties to covenant that they will not disclose state secrets related information. In addition, foreign companies should conduct periodic training to their employees for dealing with information that is not in the public domain and should maintain complete and accurate records of information exchanges with counter-parties.

Written by Wei Chen, associateYi Hu, China law consultantPaul, Weiss, Rifkind, Wharton & Garrison

unit 3601, Fortune Plaza Office Tower A No. 7 Dong sanhuan zhonglu Chao Yang District, Beijing 100020, PrC email: [email protected] Ph: (8610) 5828-6300 or (852) 2846-0300

China’s recent trials on Australian citizen stern Hu and American citizen Feng Xue caught worldwide attention to China’s state secrets protection regime. Although due to the political wrestling behind the scene, charge on stern Hu was eventually “downgraded” to commercial secrets infringement, Feng Xue was sentenced to 8-year imprisonment for infringing state secrets by purchasing a database regarding oil reserves in China on behalf of his us employer IHs energy.

Both cases involve accessing economic data and strategy information held by state-owned enterprises (“sOes”), government-sponsored associations or “institutional units(事业单位)”, which is quite often deemed by the Chinese government as “affecting the security and interests of the state” therefore should be cautiously dealt with. However, despite the fact that the penalties imposed for infringement of these two types of secrets are vastly different, the PrC government does not provide clear guidance for where the line should be drawn between “commercial secrets” and “state secrets” in China. The recent published PRC Preservation of State Secrets Law (the “state secrets law”, effective on October 1, 2010) did not make a lot of progress in this regard too.

state secrets are defined in the law as information that “affects the security and interests of the state, confirmed by appropriate proceedings and only known to certain persons within a certain period of time”, the disclosure of which will “damage state security and state interests from a political, economic, national defense or diplomatic perspective”. Confidential information relating to national economy and social development,

China

precaution Called For dealing With “state

secrets” When doing business in China

philippines

development on adr

NEws | regional update >>


Written ByRicardo Ma. P.G. Ongkiko,Partner

syCip salazar Hernandez & Gatmaitan 3rd Floor, ssHG law Centre 105 Paseo de roxas 1226 Makati City, Philippines T: (632) 982 3500; (632) 982 3600 F: (632) 817 3896; (632) 817 3567 e: [email protected] W: www.syciplaw.com

Between National Government Agencies, issued by the Philippine Office of the solicitor General (OsG), took effect. The rules cover disputes between any government entity, office or officer, other than a court with the power to adjudicate or resolve disputes, and other than a government owned or controlled corporation. The solicitor General (solGen) shall choose the most appropriate ADr for a particular dispute. However, those involving constitutional issues, public order, public policy, morals, principles of public exemplarity or other matters of public interest, shall be resolved through adjudication.

Mediation shall be conducted by an accredited OsG lawyer-mediator, either chosen by the parties or by the Assistant solGen assigned. The mediation shall be terminated after 30 days from the initial mediation conference, unless the parties request for an extension of another 30 days, and the request is granted by the mediator with the written approval of the solGen.

Arbitration is declared to be a condition precedent before disputants may file complaints before the regular courts. The petition to arbitrate is filed before the solGen, who then orders the respondent to file an answer. The failure of the respondent to answer and participate shall not affect the arbitration proceedings. The dispute may be resolved on the basis of the complaint and its supporting documents. The solGen shall choose either a sole arbitrator or panel of arbitrators depending on the complexities of the dispute, but all from the list of accredited OsG lawyer-arbitrators. The parties may agree on the procedure but, in default, the procedure provided in the rules shall primarily govern. The arbitral award is transmitted to the secretary of Justice within 10 days for final action approving, disapproving, or modifying the award. A motion to vacate, modify or correct an arbitral award may be filed with the secretary of Justice within 10 days from receipt. The order of the secretary of Justice may be appealed to the Office of the President within 15 days from receipt; otherwise, the arbitral award shall become final and executory.

1. The effective interaction between Audit Committees (“AC”) and external auditors plays a critical role in preserving the quality of audit outcome as well as promoting the effectiveness of corporate governance framework. The value of audit is enhanced when auditors are able to engage the AC effectively on all audit and related matters and that the audit report is further substantiated by underlying audit work of high quality. In view of this, the Accounting and Corporate regulatory Authority (ACrA) and the singapore exchange limited (sGX) have jointly issued the “Guidance to Audit Committees on evaluation of Quality of Work Performed by external Auditors” on 15 July 2010 (“Guidance”).2. The Guidance provides practical guidelines to AC to assist them in the evaluation of the quality of work performed by external auditors based on key indicators of audit quality observed through a programme developed by ACrA that assesses public accountants’ compliance with auditing standards and pronouncements known as Practice Monitoring Programme (PMP).3. The key indicators of audit quality are known as e-A-s-e indicators and these represent: (a) emphasis on quality by the audit

Joint effort of sgX and aCra in providing

guidance to audit Committees

singapore

engagement partner and the audit firm;

(b) Allocation of adequate and appropriate human resources;

(c) substantial involvement of the audit engagement partner; and

(d) exercise of professional scepticism. 4. The Guidance encourages the AC to ask for a description of the audit firm’s quality control system; to observe as to the priority placed in ensuring robustness and effectiveness of such controls and further that the audit plan be presented, discussed and approved at the early stage of the audit cycle. AC are also advised to assess the sufficiency of the audit partner and team members’ experience and to enquire as to the extent of the audit partner’s involvement in the audit. More importantly, AC are advised to be alert to the auditors’ level of professional scepticism and their willingness to speak up on key issues and to challenge management’s assertions to contribute towards the effectiveness of the audit.5. The Guidance is not expected to impose additional compliance requirements or to replace any existing requirements to which AC may already be subject. It should be used predominantly by AC, company directors and persons involved in corporate governance activities and financial reporting. 6. For a better understanding of the Guidance, a list of sample questions directly relevant to the identified indicators is also annexed to the Guidance. The Guidance is available on the websites of ACrA (www.acra.gov.sg) and sGX (www.sgx.com).

Written by Mr Teo Boon Hai and Ms Chew Lee Sian

Mr Teo Boon Hai, Foreign Counsellegal Associate (Corporate Practice)Ph: (65) 6322-2235ax: (65) 6534-0833e-mail: [email protected]

and

Ms Chew lee sian, Foreign Counsellegal Associate (Corporate Practice)Ph: (65) 6322-2237Fax: (65) 6534-0833e-mail: [email protected] loo & Partners llP 16 Gemmill lane singapore 069254

30

FEaTuRE | ALB Asia’s leading ADR firms >>


► greaTer cHInaBaker & McKenzie; Clifford Chance; Herbert Smith; Jones Day; Pinsent Masons; Orrick

► prcDuan & Duan; Fangda; Global Law Office; Jun He; King & Wood

► Hong Kong (domeSTIc FIrmS)Deacons; Gall & Lane; Richards Butler (in association with Reed Smith); Wilkinson & Grist; Woo, Kwan Lee & Lo

► SIngapore (local FIrmS) Allen & Gledhill; Drew & Napier; MPillay; Rajah & Tan; TSMP Law Corporation; WongPartnership

► SIngapore (InTernaTIonal)Baker & McKenzie; Herbert Smith; Norton Rose; Shearman & Sterling

► IndIa:Advani & Co; Amarchand & Mangaldas & Suresh A Shroff & Co; AZB & Partners; Bharucha & Partners; Kachwaha & Partners

► malaySIaLee Hishamuddin Allen & Gledhill; Shearn Delamore; Shook Lin & Bok; Skrine; Zul Rafique & partners

► THaIlandBaker & McKenzie; Chandell; Herbert Smith; Kanung & Partners; LS Horizon; Watson Farley Williams

► VIeTnamAllens Arthur Robinson; Audier & Partners; Baker & McKenzie; DC Law; Freshfields

► meTHodologyNow its second year, ALB’s survey on ‘Leading Arbitration & Dispute Resolution Law Firms – Asia’ was conducted among the region’s most senior in-house lawyers and business leaders, from 30 April 2010 through 1 July 2010. ALB’s editorial team contacted respondents directly through a mix of telephone calling, direct e-mails and face-to-face interviews at ALB’s extensive ‘In-house Summit’ series. Respondents were asked to provide off-the-record opinions on the leading firms and lawyers in arbitration and dispute resolution across the region. They were asked to name the ‘top 5’ firms in each jurisdiction where they, or their company, conduct substantial business. In jurisdictions where international law firms have a presence, respondents were asked to provide opinions on both domestic firms and international firms.

Respondents were also asked to name leading practitioners in these areas in each of the law firms they selected, in addition to being asked why they should be considered leading law firms for arbitration and dispute resolution work. In-house lawyers and business leaders offered their opinions on the condition of anonymity.

*Firms listed in alphabetical order in each jurisdiction

31



► TaIWanBaker & McKenzie; Formosan Brothers; Jones Day; Lee and Li; Tsar & Tsai

► Japan (local) Anderson Mori & Tomotsune; Matsuo & Kosugi; Mori Hamada & Matsumoto; Nagashima Ohno & Tsunematsu; Nishimura & Asahi

► Japan (InTernaTIonal) Baker & McKenzie; Clifford Chance; Freshfields; Herbert Smith; Morrison & Foerster

► KoreaBae Kim & Lee; Kim & Chang; Lee & Ko; Shin & Kim

► IndoneSIaFrans Winatra & partners; Hadiputranto Hadinoto & Partners; KarimSyah; Lahut MP Panaribuan & Partners; Lubis Santosa & Maulana

2010ALB’s Leading Arbitration & Dispute Resolution Firms: Asia

In-house lawyers, general counsel and business leaders from across the region single out Asia’s leading arbitration and dispute resolution practices for review

Arbitration may be one of the fastest-growing forms of dispute resolution in the Asia-Pacific region. It’s a

vital insulation against the vagaries of unfamiliar legal systems in places like mainland China and various parts of South-East Asia - but it is one that is not without its critics.

Some of the words being used by corporate counsel throughout the region to define international arbitration include ‘slow’, ‘cumbersome’, ‘expensive’, ‘vague and inefficient’. It’s a dispute resolution method these counsel prefer to avoid, yet despite such views, international arbitration is certainly not dying. On the contrary, it has become of the more robust practice areas for law firms in Asia.

For this to continue to hold true, law firms who have used the economic downturn to invest in building up their arbitration and dispute resolution practices will need to do more to ensure

this option remains as popular with their clients, as it does with them.

State of the marketBoth private practice and in-house lawyers surveyed as part of ALB’s latest report cited an upturn in arbitration and dispute resolution work over the past 12 months though both groups cautioned against drawing a direct link between depressed macroeconomic conditions and an increased amount of arbitration cases. As one respondent noted, “while the economic crisis has undoubtedly been accompanied by an increase in litigation, these have tended to be more recovery-type claims … this is not the type of work which goes to arbitration.”

Similarly, arbitration has not always been preferred by SMEs. Here respondents note that pursuing arbitration when conflicts arise can often prove too damaging and costly, given that many small operations are

32




already struggling to come to terms with the effects of the downturn. This is, of course, not the situation for larger corporations who are more likely to pursue claims, irrespective of the prevailing economic conditions.

Mixed among this is a rise in ad-hoc arbitration, as well as using the format to settle disputes outside its traditional strongholds. Respondents note that parties continue to look to arbitration even where there is no pre-existing arbitration clause - although many do highlight that not having arbitration clauses in international contracts is “dying out slowly”. Arbitration is also being used to settle more than just construction and joint venture disputes, with respondents noting its use over courts (even where courts in a particular jurisdiction are considered dependable) and for an increasingly

wide array of legal and commercial matters. One respondent says this is influenced not only by the opportunity to have an arbitrator who is an expert in the same field as the dispute, but also because arbitration can be conducted in private, unlike court proceedings.

But despite arbitration’s growth over the last 12 months, there is still a perception that there is a very deep pocket of work around the region which has not yet been uncovered. Survey respondents feel that a great number of arbitrations in progress at the moment

► rISe oF aSIan arBITraTIon: InTernaTIonal caSeS oVer FIVe yearS2005 2006 2007 2008 2009

China International Economic and Trade Arbitration Commission

979* 981* 1,118* 1,230 1,482

Hong Kong International Arbitration Centre

281 394 448 602 649

International Chamber of Commerce

521* 593* 599 663 817

Japan Commercial Arbitration Association

11 11 15 12 N/A

Korean Commercial Arbitration Board

53 47 59 47 78

Kuala Lumpur Regional Centre for Arbitration

30 37 40 47 N/A

Singapore International Arbitration centre

45 65 70 71 114

Source: HKIAC

“In the past, or at least before the financial crisis, one would talk about a company’s risk appetite. But now it is not about avoiding risk - it is about finding ways in which we can accept that risk”

are a result of past economic peaks and troughs. The industry will only see GFC-related disputes bubble to the surface over the next 12 months.

Respondents singled out Hong Kong (40%) as their preferred arbitral seat, followed by Singapore (18%) and mainland China (9%). Aside from having choice of law and enforceability of arbitral awards, the convenience and efficiency of arbitral institutions, coupled with the availability of experienced arbitrators, were also noted as the most important factors in determining venues.

33



http://www.shinkim.com

34



Of the emerging arbitral bodies and systems located across the region, China (28%), Indonesia (20%) and Dubai (14%) were considered to have made the most progress over the last 12 months. Respondents roundly noted that where South-East Asia was once considered to be the worst place in the region to arbitrate, this is now no longer true. Indonesia, for example, is more receptive to the use of foreign law in contracts and the government is now seen as less likely to interfere in commercial arbitration as governments elsewhere, notably mainland China.

New arbitral centres in Sydney and Bahrain as well as the developments in Seoul were seen as the most exciting events for the industry over the past 12 months but few survey respondents (8%) believed that these developments would have any discernable impact on the complexion of the industry. Fewer still (4%) believed that they would take cases away from the region’s leading arbitral seat, Hong Kong.

Seeds of discontentRecent surveys conducted by a number of publications have found that anywhere between 90-100% of the region’s largest companies have used international arbitration at least once, to resolve an international dispute. Yet a great number of these surveys have also highlighted that in-house lawyers and general counsel still perceive arbitration to be frustrating.

A major reason is, perhaps somewhat ironically, that arbitration is starting

to bear a striking resemblance to commercial litigation - the other form of dispute resolution which it was designed to improve on. “Procedurally, international arbitration can sometimes be extremely frustrating and on occasion it feels more like being in a court room,” said one respondent. “In terms of costs, arbitration is often just as expensive [as commercial litigation]. In terms of reaching a settlement, it often takes longer [than litigation],” said another respondent.

But despite these frustrations, a number of in-house lawyers note that they are implementing a number of systems to ensure arbitration works as optimally as possible for them. For instance, a majority of respondents (58%) say they had, or would in future - modified their arbitration clauses to address issues of delay. More are willing to include terms allowing for arbitration to take only so many months in which to deliver an award. Others say they will only use institutions offering some kind of ‘fast-track’ procedures.

Some were even willing to use complex and untested ‘joinder’ terms (clauses which seek to consolidate

“procedurally, international arbitration can sometimes be extremely frustrating and on occasion it feels more like being in a court room”

disputes/bring all parties into a single proceeding). There were also those respondents who were consciously looking to take more of the arbitration burden on their own shoulders. Rather than looking to retain outside counsel at the first sign of a matter, nearly a third of general counsel respondents (34%) say they will seriously look to handle the matter in-house if they have the resources to do so, and if farming it out to external counsel would be prohibitively expensive.

Where handling a matter in-house is not possible and engaging external counsel is not feasible, in-house lawyers and general counsel are increasingly likely to bring on external legal counsel, in a limited role as ‘case managers’ to assist in-house teams in the running of an arbitration matter.

managing arbitrationOne of the more interesting trends to emerge out of ALB’s extensive survey was that many at the region’s largest companies now had dedicated and complex internal systems in place to deal with disputes. For instance, a greater number of general counsel will apply a cost-benefit analysis to arbitration before embarking down the long road of securing an award. “In our case, we wouldn’t use a CBA if the amount in dispute was sizeable or there were other interests in play, but if the dispute or the issues are borderline, we’d rather settle and save the money and time,” says one respondent.

The reason that such pragmatic


35



“We are delighted to be voted as a winner for the arbitration & dispute resolution law firm in Hong Kong.”

25th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong Tel: +852 2847 7888 Fax: +852 2845 0239

Hong Kong Offices :

26th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong Tel: +852 2847 7999 Fax: +852 2845 9225

Room 2801 & 3238, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong Tel: +852 2586 9898 Fax: +852 2827 6046

Email: [email protected] Website: www.wkll.com

Woo Kwan Lee & Lo is a leading law firm in Hong Kong established in 1973 and now has more than 80 lawyers. We offer a wide range of legal services with main areas of practice in Dispute Resolution, Real Estate and Conveyancing, Corporate and Commercial services. The firm has three offices in Hong Kong and two representative offices respectively in Beijing and Shenyang.

Conveyancing Corporate & Commercial PRC practice Dispute Resolution

C

M

Y

CM

MY

CY

CMY

K

final art.pdf 2010/7/26 18:13:32

http://www.wkll.com

36



assessments are possible is in no small way due to changes in the mindset of corporate counsel vis-à-vis arbitration and disputes, as one respondent explains. “It was not so long ago that the guiding principle was that companies must win at all costs when it comes to dispute resolution. This is not the case anymore. Now the culture is more about managing arbitration like we do litigation - look at what disputes are active, and decide whether they are appropriate for early resolution.”

As arbitration becomes more commonplace, more respondents have noted conflicts arising not only in relation to law firms, but also arbitrators. Here, many highly-qualified and sought-after arbitrators may be unable to appear neutral due to the work performed by other lawyers in their firm.

While this means that in-house lawyers and general counsel occasionally do not get their first choice of law firm and/or arbitrator, it does mean that they must look deeper into the market. Sometimes this is in

the direction of boutique or specialist law firms who focus on international arbitration and dispute resolution. This, of course, is a blessing for many law firms in the region, as a steady stream of conflict work can be just as lucrative as instructions obtained from that particular firms’ clients.

External counsel It should come as no surprise that the majority of in-house lawyers and general counsel cite the ‘quality of the individual’, ‘ability to achieve desired result,’ and ‘cost-effectiveness’ as three of the most important criteria considered when seeking external counsel in dispute resolution and arbitration matters. Surprisingly, a high number of respondents (45%) suggested that their external counsel had either ‘met or exceeded’ their

expectations on costs, even during the financial crisis. This was achieved through ostensibly abandoning the billable hour and embracing blended fees and capped quotes.

But in a market where everyone is offering more or less the same discount, what separates the ‘good’ arbitration and dispute resolution practices from the ‘great’ ones is an ability to put themselves in the shoes of the client. As one respondent says, “we really look for our disputes lawyers to be our business partners. In the past, or at least before the financial crisis, one would talk about a company’s risk appetite. But now it is not about avoiding risk - it is about finding ways which we can accept that risk. That is how businesses grow and a good disputes lawyer is one who recognises this.” ALB

“In our case, we wouldn’t use a cBa if the amount in dispute was sizeable or there were other interests in play, but if the dispute or the issues are borderline, we’d rather settle and save the money and time”


Unit No 50-8-1, 8th Floor, Wisma UOA Damansara, 50, Jalan Dungun, Damansara Heights 50490 Kuala LumpurE: [email protected] T: 603 2081 3999 W: www.skrine.com

Contact persons:Vinayak P. Pradhan ([email protected])Mubashir Bin Mansor ([email protected])Leong Wai Hong ([email protected])Ivan Loo ([email protected])Lim Chee Wee ([email protected])Ashok Kumar Mahadev Ranai ([email protected])Kamraj Nayagam ([email protected])

Arbitration & Dispute Resolution Firm overview:Skrine is one of the largest full-service legal firms with an integrated range of specialist business groups providing a comprehensive range of legal services to a large cross-section of the business community in Malaysia as well as abroad. Today, the firm has 38 partners, 5 consultants, 48 associates. Skrine has three principal divisions, namely, corporate, dispute resolution and intellectual property

Skrine is the exclusive Malaysian member of Lex Mundi (Law of the World), a network of leading independent law firms in over 160 jurisdictions around the world and is also the sole Malaysian member of the Pacific Rim Advisory Council (PRAC), a unique strategic alliance within the global legal community which consists of more than 30 major independent law firms, each with substantial presence and expertise in the pan-Asian region.

Malaysian Law Firm of the Year 2008, 2009 and 2010, Who’s Who Legal Awards

Pacific Business Press Asian Counsel Firm of the Year 2010 for International Arbitration and Litigation & Dispute Resolution (Malaysia)

http://www.skrine.com

37



w w w . a s i a n l e g a l b u s i n e s s e v e n t s . c o m

2010 Sponsors include:

HONG KONG6 SEPTEMBER 2010

SHANGHAI14 oOCTOBER 2010

BEIJING25 NOVEMBER 2010

SINGAPORE9 NOVEMBER 2010

Asia’s most respected monthly legal magazine presents the: ALB In-House Legal Summit in Hong Kong, China and Singapore 2010.

These special legal events are tailor-made to bring together leading private practice lawyers and senior in-house legal counsel from Asia. The Summits represent a fantastic opportunity to address and interact with some of the most active and influential corporate counsel and business leaders in the region 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 formulation of strategies to deal with opportunities in 2010 and beyond.

Why you should attend: • In-depth workshops focusing on the latest legal issues presented by top domestic and international law firms • Opportunities to network and meet leading legal experts and peers • Panel discussion on the vital role of in-house counsel by some of the world’s most distinguished and dynamic corporate counsel • VIP networking luncheon & refreshments • Speaker notes

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

For further information and registration: [email protected] +852 2815 5988 +852 2815 5225

FREE to In-House Counsel and Business Leaders* In-House Counsel / Business Leader Law Firm / Service Provider Representative

I would like to attend the In-House Legal Summit: HONG KONG SHANGHAI SINGAPORE BEIJING

Name: Job Title:

Company: Contact Person:

Address:

Tel: Fax: Email:

Please fax form to +852 2815 5225

9 November 2010Singapore

6 September 2010JW Marriott, Hong Kong

25 November 2010Swissotel Beijing Hong Kong Macau Center

14 October 2010Sofitel Shanghai Jin Jiang Oriental Pudong Hotel

For sponsorship opportunities, please contact Claris Tam: [email protected] +852 2815 5988 +852 2815 5225

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

http://www.asianlegalbusinessevents.com/register/register.cfm

EVENTs | The Macallan Hong Kong Law Awards >>

38 asian legal business issue 10.8

►FIrmS – numBer oF FInalIST lISTIngSFirm No. Law firm awards Deal awardsBaker & McKenzie 21 Construction

Dispute resolutionEmploymentInsolvencyInsuranceIPInvestment fundsITReal estateTax & trustsTaiwan deal firmManaging partnerHong Kong

Debt marketEquity marketM&AProject financeTaiwan

Linklaters 16 Dispute resolutionEmploymentInsolvencyInvestment fundsHong Kong

Debt marketEquity marketM&AKorea

Clifford Chance 15 Dispute resolutionEmploymentInsolvencyInsuranceInvestment fundsITTax & trustsHong Kong


Freshfields 11 Dispute resolutionIPITHong Kong

Debt marketEquity marketM&ATaiwan

Deacons 10 Dispute resolutionEmploymentInsuranceIPInvestment fundsReal estateTaxManaging partnerHong Kong

M&A

Kim & Chang 9 Korea deal Project financeKorea

Davis Polk & Wardwell 8 Managing partner Debt marketEquity marketKorea

Mayer Brown JSM 7 ConstructionEmploymentInsuranceReal estateTaxHong Kong

M&A

Allen & Overy 6 InsolvencyIT

Debt marketKorea


►BanKS – leadIng FInalISTSFirm No. In-House awards Deal awardsMorgan Stanley 11 Investment bank

Hong Kong lawyerEquity marketM&AKoreaTaiwan

HSBC 9 BankingHong Kong lawyer


UBS 9 Investment bank Equity marketM&AKorea

Citi 8 Banking Equity marketM&AKorea

JPMorgan 8 Investment bankHong Kong lawyer

Equity marketKorea

Credit Suisse 7 Investment bankHong Kong lawyer

Debt marketEquity marketKorea

Nomura 7 Investment bankHong Kong lawyer

M&AKorea

CICC 6 Debt marketEquity marketM&A

Deutsche Bank 6 Investment bankIT

Debt marketEquity marketKorea

Bank of America Merrill Lynch 5 Investment bank Equity marketM&A

Goldman Sachs 5 Investment bankHong Kong lawyer

Equity marketKoreaTaiwan

►FIrmS – numBer oF FInalIST lISTIngS (conT)Firm No. Law firm awards Deal awardsHerbert Smith 6 Dispute resolution

InsuranceIt

Equity marketM&A

Mallesons Stephen Jaques 6 ConstructionDispute resolutionInvestment fundsITHong Kong

Debt market

Orrick, Herrington & Sutcliffe 6 Dispute resolutionManaging partner

Equity marketM&AProject financeKorea

Shin & Kim 6 Korea deal M&AKorea

Walkers 6 Offshore Equity marketM&AM&ATaiwan

EVENTs | The Macallan Hong Kong Law Awards


Debt Market Deal of the Year

FINALISTS ► BanK oF eaST aSIa rmB Bond ISSue

Firms: JunZeJun; Sidley Austin; Simmons & SimmonsBanks: Bank of China; CICC; HSBC; Standard Chartered Bank; The Bank of East Asiaaccountant: KPMG•DealwastheTheBankofEastAsiaLimited’sdebutissuanceof

Renminbi denominated bonds in the aggregate principal amount of Rmb 4.0 billion, designated as 2.8% bonds due 2011.

► HSBc rmB Bond ISSueFirms: Clifford Chance; Jun He; King & Wood; Linklatersaccountant: KPMG•Dealwasthefirsttimeaforeignbankwasgivenpermission

by China’s State Council to issue RMB bonds in Hong Kong through its Mainland subsidiaries.

•TheRMB1bn(HK$1.13bn)dealsawRMB-denominatedbondsissued in Hong Kong to institutional investors on a Reg S basis.

► HuTcHISon WHampoa Bond ISSueFirms: Allen & Overy; Freshfields; Maples and Calder; Shearman & Sterling; Woo, Kwan, Lee & LoBanks: Calyon; Deutsche Bank; HSBC•InternationalRegSEuro-denominatedbondsworthEUR

1.75bn due 2016•OneofthelargesteverbondissuancesbyanAsiancoporate

and the largest euro denominated bond in Asia (ex Japan)

► prc goVernmenT rmB BondSFirm: Haiwen & Partners; Linklaters; Sidley AustinBanks; Bank of china; Bank of communications•DealwasthefirsttimethatthePRCisofferingRMB-

denominated debt securities outside Mainland China, and is also China’s first offshore bond issue since 2004.

•DealrepresentsasignificantstepinthedevelopmentofHong Kong as the offshore RMB settlement centre for the PRC and saw the first time in nearly twenty years that the rarely used “dealer exemption” was invoked meaning that the offer documents issued by the sovereign do not require authorisation by local regulators and a much shortened launch timetable can be achieved.

► SIno ForeST excHange oFFer and conSenT SolIcITaTIon

Firms: Aird & Berlis; Appleby; Commerce & Finance; Davis Polk & Wardwell; Jingtian & Gongcheng; Linklaters; Stikeman ElliottBanks: Barclays; Credit Suisseaccountant: Ernst & Young•US$300mdealwasthefirstexchangeoffercombinedwitha

consent solicitation in the Eastern hemisphere that properly addressed certain tricky issues arising out of typical high yield covenants and certain U.S. case law applicable to consent solicitations.

► THe lInK reIT medIum Term noTe program & cluB loan FacIlITy

Firms: Baker & McKenzie; Linklaters; Mallesons Stephen JaquesBank: HSBC; The Bank of New York Mellon•DealsawTheLinkRealEstateInvestmentTrust(“TheLink

REIT”) embark on two significant financing transactions, being the establishment of a US$1bn guaranteed euro medium-term note programme and a HK$3bn club loan facility.

•LinkREITwasthefirstMTNissuancebyaHongKong-listedREIT and one which is likely to set a benchmark for REIT refinancing in Hong Kong and elsewhere.

equitY Market Deal of the Year

FINALISTS ► BBmg Ipo

Firms: Haiwen & Partners; Hogan Lovells; Jingtian & Gongcheng; Paul HastingsBanks: JPMorgan; Macquarie; UBS•US$770mIPOwas,atthetime,thefirstH-sharelistingonthe

HKSE in 2009•IPOwasthesecondmostpopularIPOwithHongKongretail

investors ever, allowing it to be priced at the top of the range- a remarkable US$60bn was subscribed for the public offer tranche, which was 774 times over-subscribed.

•HongKongMonetaryAuthorityhadtointerveneinthecurrency markets twice in order to preserve the Hong Kong dollar’s exchange rate peg with the US dollar because of this extreme inflow of “hot” money.

► cHIna mercHanTS BanK rIgHTS oFFerIngFirms: Commerce & Finance; Davis Polk & Wardwell; Freshfields; Herbert Smith; Jun He Banks: Bank of America Merrill Lynch; BNP Paribas; CICC; Citi; JPMorgan; UBS•US$3.2bndealwasthefirstglobalrightsofferingbyaChinese

bank and the first rights offering by a Chinese company which was made available to U.S. investors.

•Dealexpectedtobeaprecedent-settingdealbecauseprocedures for conducting a rights offering to qualifying U.S. shareholders through a private placement as part of an A+H share rights offering was laid out.

•Dealitselfwasacomplexoneconsistingofmultipleofferings:in China (to A-share investors), in Hong Kong and to international investors, including those in the U.S.

► cHIna mInSHeng BanK IpoFirms: Clifford Chance; Freshfields; Grandall Legal Group; King & WoodBanks: BOCI Asia; CICC; Hai Tong Securities; Macquarie Capital Securities; UBSaccountant: PwC•US$4bnIPOwas,atthetime,thelargestIPOinHongKong•FirstIPOoffinancialinstitutionssincetheglobalfinancial

crisis and is one of the few H Share IPOs of A-share listed companies.

► meTalurgIcal corporaTIon oF cHIna a + H lISTIngFirms: Davis Polk & Wardwell; Freshfields; JiaYuan; Shearman & Sterling; Slaughter and May; Tian YuanBanks: CICC; Citi; CITIC Securities; Morgan Stanleyaccountant: PwC•US$5.3bnofferingisthelargestIPOinHongKongtodate,one

of the world’s largest in 2009 and one of the few A + H deals transacted by a PRC SOE in 2009.

► ruSal IpoFirms: Ashurst; Asters; Bredin Prat; Cabinet D’Advocats “BAO & Fils”; Cleary Gottlieb; Dewey & LeBoeuf; Egoro, Puginsky, Afanasiev & Partners; Linklaters; Ogier; Sidley Austin Banks: Bank of America Merrill Lynch; Credit Suisseaccountant: KPMG•US$2.2bnIPORUSAListhefirstRussianheadquartered

company to list in Hong Kong and the first to achieve

Commensurate with the growth of the profession as a whole, the biggest night on this year’s legal calendar features a larger, wider and deeper array of talent than ever before. Here is a complete list of all the finalists across the 35 categories of this year’s The Macallan ALB Hong Kong law Awards 2010

The finalists revealed!

deals of the year




concurrent new listings on the Hong Kong Stock Exchange and Euronext Paris.

•IPOisthefirstHongKongMainBoardlistingwithoutaretailtranche in the global offering; it is also the first in relation to which the Hong Kong regulators have imposed a minimum investment of HK$1m and a minimum board lot size of 22,000 shares; and the prospectus is believed to be the biggest in history.

► SandS cHIna SpIn-oFF and Hong Kong lISTIngFirms: Advogados & Notários; Alves’s Law Firm; Davis Polk & Wardwell; Freshfields; MWE China; Sidley Austin; WalkersBanks: Barclays; BNP Paribas; Citi; CLSA; Goldman Sachs; UBSaccountant: PwC•US$2.5bnIPOwaspartofbroaderfundraisingactivitiesof

Sands China and its parent, which included an additional US$1.75bn of project financing commitments as well as significant pre-IPO fundraising.

•ConstantlyevolvingdebtandequitystructureoftheIssuerrequired innovative disclosure regarding the company’s capitalization to ensure that the investors had up-to-date and accurate information.

► SHenglI oIl & gaS pIpe HoldIngS lImITed IpoFirms: Baker & McKenzie; Conyers Dill & Pearman; Orrick, Herrington & Sutcliffe; Tian Yuan; WongPartnership; Zhong Lun Banks: HSBC; ICBC; Macquarie accountant: Deloitte•US$204mglobalofferingwasoneoftheraresuccessful

investments by a private equity investor into this company, who remains the controlling shareholder after the IPO.

► SInopHarm group IpoFirms: Baker & McKenzie; Chen & Co; Grandall Legal Group; Morrison & FoersterBanks: CICC; Citi; Deutsche Bank; Morgan Stanley; UBSaccountant: PwC•US$1.13bnIPOisthelargesthealthcareIPOinAsiatodate,

and attracted orders from over 700 accounts, generating more than US$49bn of demand. Further, the transaction boasted the highest valuation in terms of PE ratio for H-share IPOs.

•TheHongKongpublicofferwasover570timessubscribed,triggering a maximum clawback of the Hong Kong public offer to 35 percent of the total offering. This represents the second most popular retail offering in Hong Kong on record.

► Wynn macau IpoFirms: Alexandre Corriere de Silva; Clifford Chance; Maples and Calder; SkaddenBanks: Bank of America Merrill Lynch; JPMorgan; Morgan Stanley; UBS•US$1.85bnIPOwasthefirstUS-ownedcasinocompanytolist

in Hong Kong •Dealwasstructuredasanacquisitionbythelistedcompany

of the Macau casino, resort and hotel business from its parent and, as a result, substantially all of the proceeds from the listing have been paid to the parent.

•Transactionalsofeaturedothernovelfeatureswhich,togetherwith complexities derived from the existing financing structure and NASDAQ disclosure requirements pertaining to the parent, made it uniquely challenging.

thoMson reuters WestlaW business aWarD

M&a Deal of the YearFINALISTS

► cHIna unIcom- SK Telecom SHare repurcHaSeFirms: Freshfields; Orrick, Herrington & Sutcliffe•Transactionrepresentsthelargestsharerepurchasebya

Hong Kong-listed company from a Korean company, and also represents the first time a Korean company has sold its shares back to a Hong Kong-listed company.

•Approvalsfrommultiplepartieswererequiredtocompletethe deal including the Hong Kong Securities and Futures Commission as well as China Unicom’s shareholders.

► loTTe SHoppIng- TImeS lTd acquISITIon and prIVITISaTIon

Firms: Chen & Co; Hammonds; Herbert Smith; Jones Day; Jun He; Norton Rose; Shin & Kim; WalkersBanks: HSBC; Nomura•Landmarktransactionwasthelargestevertakeoverbya

Korean company of a business in China, the largest ever takeover by a Korean company of a Hong Kong-listed entity and the largest takeover in China the retail sector since 2007.Transaction was Nomura’s first Hong Kong takeover deal since the Lehman acquisition in 2008

•Thereweredifficultissuesduringtheexecutionofthetransaction including foreign exchange issues (namely for the transfer of funds from Lotte in Korea into its HK subsidiary for the satisfaction of the offer) and antitrust filings with the MOFCOM in the PRC prior to the launch of the offer.

► mIng an HoldIngS prIVITISaTIonFirms: Appleby; Latham & Watkins; Linklaters; Woo, Kwan, Lee & LoBanks: Bank of America Merrill Lynch; First Shanghai Capital; Guangdong Securities •DealsawTheMingAn(Holdings)CompanyLimited(“MAH”)

privatise, by way of a scheme of arrangement, by China Taiping Insurance Holdings Company Limited (formerly known as China Insurance International Holdings Company Limited) (“CTIH”) and the subsequent withdrawal of listing of its shares from the Hong Kong Stock Exchange (“HKEx”).

•Privatizationinvolvedtwosharepurchasetransactionsand was one of the few in Hong Kong to involve shares of the offeror, China Taiping, being issued as consideration for the cancellation of the existing Ming An shares. It was further complicated by the need for China Tai Ping to first acquire a controlling shareholding in Ming An from its parent company, a pre-condition to the privatization that itself required China Tai Ping’s shareholders approval.

► mITSuI & co- TpV TecHonology ToBFirms: Clifford Chance; Herbert Smith; Jones Day; Linklaters; Skadden; Slaughter and MayBanks: CICC; Morgan Stanley•DealsawMitsui&Co.,Ltd.launchaninnovativePIPE

investment in and consortium takeover bid for Hong Kong-listed TPV Technology Ltd., the world’s largest contract LCD maker.

•Mitsui’sproposed10percentPIPEinvestmentinTPVTechnology Ltd. came as TPV’s existing shareholder, China Electronics Corporation (CEC), completed a block trade to buy a further 9.75 per cent stake from global electronics company Philips NV.

•CEC’sincreasedstaketriggersamandatorytakeoveroffer under the Hong Kong Takeovers Code, which will be undertaken on an agreed consortium basis with Mitsui. Together, the three elements of the transaction - the PIPE deal, the block trade and the takeover - are valued at over US$1bn.

► STandard coSmoS- naTural BeauTy BIo TecHnology lTd acquISITIon

Firms: Baker & McKenzie; Clifford Chance; Linklaters; Skadden; WalkersBank: Citigroup Global Markets•TransactionissignificantforthemarketinHongKong.

It involves a major PE firm taking over a listed company through a vehicle (Standard Cosmos) jointly owned by Carlyle and the target’s existing management.

•ThisjointacquiringvehiclestructureiscommonforPEacquisitions in other markets, but it has not been tested for taking over a company listed on the Hong Kong stock market. Legal advisors to the deal were required to obtain a ruling from the SFC on the “special deal” issue

•RulingwouldfacilitatefuturetakeoversandprivatisationsofHong Kong listed companies by PE investors.

► TTm- meadVIlle mergerFirms: Appleby; Deacons; Greenberg Traurig; SkaddenBank: UBSaccountant: PwC•DealsawMeadvillesellitsPCBbusinessestoTTMfora

combination of stock and cash, with an aggregate value of approximately US$521m.

•Meadvillewillreceivestockrepresentingapproximately45.7percent of the post-transaction-issued share capital of TTM. Meadville’s controlling shareholder, Mr. Tang Hsiang Chien will become the largest TTM shareholder. Concurrently, Meadville will sell its laminate and prepreg manufacturing business to Chien for approximately US$359 million.

•TransactionwasthefirstinwhichsharesofaU.S.listedcompany were used as consideration in a Hong Kong public M&A transaction.

► VeolIa TranSporT- Hong Kong TramWayS acquISITIon

Firms: Gide Loyrette Nouel; Pinsent Masons; Mayer Brown JSMBank: Societe Generale•Uniquetransactiongeneratedinvolvedtheworld’sonlyfleet

of double-deck tramcars still in operation and one of Hong Kong’s most loved icons.

•Dealwasspecialfortheuniquesizeofthecompanyoperatingthis kind of business (over 160 tramcars, more than 700 employees), the specificity of the Hong Kong concession legal framework in place and the complexity of the property interests of Hong Kong Tramways (which include easements and grants from the government).

Project finance Deal of the Year

FINALISTS ► guangzHou- SHenzHen- Hong Kong expreSS raIl

lInKFirm: Slaughter and May•DealinvolvedMTRCorporationLimitedinrelationtoits

execution of an entrustment agreement with the Government of Hong Kong for the construction and commissioning of the Hong Kong section of the Guangzhou-Shenzhen-Hong Kong Express Rail Link.

•Theprojectisoneofthelargestpublicinfrastructureprojectsever undertaken in Hong Kong, with a total project cost estimated to be HK$66.8bn (approximately, US$8.6bn).

•AllfinancingfortheprojectisbeingprovideddirectlybytheGovernment of Hong Kong, which expects approximately 10,000 people to be employed during the construction phase (between 2010 and 2015).

► IncHeon InTernaTIonal aIrporT raIlroad proJecT reFInancIng

Firm: Kim & ChangBank: Korea Development Bank•DealsawKoreaDevelopmentBank(asarranger,agentbank

and lender) and 24 financial institutions have entered into a KRW 2,550trn refinancing transaction to provide the borrower with project financing facilities for Incheon International Airport Railroad Project.

•TheoriginaltransactiondocumentsweresignedonOctober27, 2004 and the amount of the original facility was KRW 2,510trn

► pIraeuS conTaIner TermInal proJecTFirms: Arendt & Medernach; Conyers Dill & Pearman; Fortsakis, Diakopoulos, Mylonogiannis & Associates; Karatzas and Partners; Orrick, Herrington & Sutcliffe; P.C. Woo & Co; Zhong LunBank: China Development Bank•Dealsawfinancingprovidedfortheconstructionofamarine

container terminal facility located at the Port of Piraeus, Greece.

•ThetotalcostoftheprojectisEUR339.4mandwasfinancedby China Development Bank. This is the banks first project



financing in Greece/Europe, while PCT is Cosco Pacific’s first wholly-owned operation in Europe.

► poSco poWer corporaTIon mulTI-currency proJecT FInance

Firm: Kim & ChangBank: Korea Development Bank•Dealsawamulti-currencyfinancingpackageworthUS$300m

extended to POSCO Power Corporation to finance the construction of two 615MW LNG combined cycle power generation unites to be built in Incheon and two 138MW BFG-fired and COG fired combined cycle generation unites to be built in Gwangyang City.

•ProjectisthefirstpowerprojectfinancinginKoreawherebothEuropean and Japanese ECA financing as well as commercial financing are combined.

► TaIWan HIgH Speed raIl corporaTIon reFInancIngFirms: Baker & McKenzie; Lee and LiBank: Bank of Taiwan•FinancingtheTaiwanHighSpeedRailProject—thelargest

BOTprojectintheworld—wasfirstextendedtoTaiwanRailin 2000 and 2006, respectively but the financial crisis has seen this financing dry up

•Newdeal,whichisatri-partiteagreementwiththeMinistryof Transportation, Taiwan Rail and the Bank of Taiwan, saw US$12.75bn extended to the company, which means that it is now the largest syndicated loan in the banking history of Taiwan.

korea Deal of the Year

FINALISTS ► eBay- gmarKeT acquISITIon

Firms: Bae, Kim & Lee; Cooley Godward Kronish; DLA Piper; Hwang Mok Park; Kim & Chang; O’Melveny & Myers; Orrick, Herrington & Sutcliffe; Pillsbury Winthrop Shaw Pittman; Wilson Sonsini Goodrich & RosatiBanks: Cowen & Company; Morgan Stanley; Nomura•Dealwasacomplexbusinesscombinationtransactionthat

was structured to allow eBay Inc. to acquire a controlling interest in Gmarket and combine eBay’s Korean Internet auction operations with Gmarket.

•Aspartofthetransaction,eBay’ssubsidiaryhasenteredintotender agreements with the holders of more than 50% of Gmarket’s outstanding shares.

•DealrepresentsonlythesecondtenderoffermadebyaUScompany to acquire an unrelated Korean company and the first acquisition of a Korean company listed solely on the US stock market

► HanJIn SHIppIng THree-TrancHe Bond ISSueFirms: Allen & Overy; Kim & Chang; O’Melveny & Myers; Shin & Kim; YulchonBank: Nomura•The3-trancheUS$200mguaranteednotesduein2010,2011

and 2012 were issued by a Korean special purpose vehicle, FAF Securitization Specialty Co., Ltd and are irrevocably guaranteed by a Bank.

•Proceedsfromthetransactionwereusedtopurchasebeneficiary certificates issued in respect of a trust account (the ”Trust”) which will have been entrusted with freight receivables generated by separate Contracts of Affreightment

•Uniquestructureofthetransactionandstrategically-targeteddistribution enabled Hanjin Shipping to raise capital at a significantly cheaper cost. The offering spread of the Transaction was competitive to IBK’s US$ bonds in the secondary market and was minimized by effectively leveraging IBK’s strong name recognition in the global bond markets.

► KKr/aFFInITy- orIenTal BreWerIeS acquISITIonFirms: Allen & Overy; Bae, Kim & Lee; Clifford Chance; Kim & Chang; Linklaters; Lee & Ko; Maples and Calder; Paul Hastings; Simpson Thacher & Bartlett; Sullivan & Cromwell

Banks: Deutsche Bank; Goldman Sachs; Hana Bank; HSBC; JPMorgan; Korea Exchange Bank; Nomura•DealsawBelgianbrewer,Anheuser-BuschInBevNV/SA

complete the sale of its 100% stake in Oriental Brewery Co., Ltd.(“OB”) to Kohlberg Kravis Roberts & Co. (“KKR”), for US$1.8bn.

•Thedealmarksthefirstmajorprivateequitydealsincetheglobal financial crisis, the first ever investment in South Korea by KKR and largest leverage buy-out in Asia since 2006

► KooKmIn BanK coVered BondS ISSue Firms: Allen & Overy; Clifford Chance; Kim & Chang; Shin & KimBanks: Citigroup Global Markets; HSBC•Dealsaw,KookminBanksuccessfullyissueoffshore7.25%

covered bonds with a 5-year maturity in the amount of US$1bn.

•ThisissuanceisthefirstcoveredbondtransactionintheAsia-Pacific region, where the bank issues securities that are further supported by a portfolio of securitized assets.

•Atthetimethedealcametomarket,therewasnocoveredbonds legislation. Hence, lawyers to do the deal needed to structure the bonds under the Assey-Backed Securitisation Act.

► Korea lIFe InSurance IpoFirms: Davis Polk & Wardwell; Lee & Ko; Shin & Kim; Simpson Thacher & BartlettBanks: Credit Suisse; Daewoo Securities; Deutsche Bank; Hanwha Securities; Hyundai Securities; IBK Securities; JPMorgan; Tong Yang Securities; Woori Investment & Securitiesaccountant: Deloitte•US$1.6billiondual-trancheIPOwasoneofthefirstbythe

country’s largest life insurance companies and at the time of the offering, the largest IPO ever listed on the Korea Exchange and the second largest among all IPOs in Korea, including dual-listed IPOs.

► lg HouSeHold & HealTHcare company- THe FaceSHop acquISITIon

Firms: Bae, Kim & Lee; Kim & Chang; Linklaters; Sullivan & CromwellBank: JPMorgan; UBSaccountant: Deloitte•US$420mdealsawAffinityEquityPartnerssellitsequity

interest in TheFaceShop Korea Co., Ltd to LG Household & Health Care Co., Ltd.

•DealmarksthesuccessfulexitofAEPfromitsinvestmentinTheFaceShop Korea, which is the leading brand shop cosmetics company in Korea.

•DealseesLGHousehold&Healthbecomingthe90%shareholder of TheFaceShop Korea after acquiring the equity

stakes from Shepherd Detachering, an affiliate of AEP, and Mr. Woonho Jung the founder of TheFaceShop Korea.

► SK Telecom conVerTIBle Bond oFFerIngFirms: Cleary Gottlieb Steen & Hamilton; Davis Polk & Wardwell; Kim & Chang; YulchonBanks: Barclays; Citigroup Global Markets; Credit Suisse; Nomura; SK Securities accountant: Deloitte•Dealwasafive-yearconvertiblebondwithaggressivepricing

terms at the time which allowed the issuer to raise cost-effective funding to cover the redemption of a CB maturing in May and be at the forefront of opening the CB market in the wake of the financial crisis.

•Dealwasthefirstinternationalequity-linkedofferinginEurope and Asia Pacific since August 2008.

•Abenchmarkdealwithbalancedprofileandcreditqualityto re-open Eurasia convertible bond market with attractive financing for SKT, despite turbulent market conditions; significant last minute changes due to changes within the underwriting syndicate and swift and efficient execution by all parties, which was critical in ensuring the success of the transaction

► Tong yang lIFe InSurance IpoFirms: Cleary Gottlieb Steen & Hamilton; Lee & Ko; Linklaters; Shin & KimBanks: Credit Suisse; Daewoo Securities; Daiwa SMBC; Morgan Stanley•US$284mdual-trancheIPOwasthefirstsuchdealsincethe

enactment of the Capital Markets Act and many new legal issues arose in the course of listing.

•DealalsorepresentedthefirstIPObyaKoreanlifeinsurancecompany. Legal issues relating to the listing of shares issued by life insurance companies were reviewed for the first time, which served as a model for three other similar recent IPO transactions that commenced in November and December of 2009 involving other major life insurance companies.

taiWan Deal of the Year

FINALISTS ► aIg- nan SHan Sale

Firms: Baker & McKenzie; Debevoise & Plimpton; Freshfields; LCS & Partners; Ogier; Simpson Thacher & Bartlett; WalkersBanks: Blackstone; Morgan Stanley•DealsawaconsortiumcomprisedofPrimusandChina

Strategic Holdings bid for 97.57 % of the issued share capital in Nan Shan Life Insurance for a consideration of US$2.15bn



banking & financial services in-house teaM of the Year

FINALISTS•Citi•HSBC•ICBC•Standard Chartered Bank

Pinsent Masons aWarD construction

in-house teaM of the YearFINALISTS•Dragages•Hong Kong Housing Authority•Paul Y Engineering Group•MTRC

hong kong corPorate counsel association insurance in-house

teaM of the YearFINALISTS•AIA•ACE•Aon•AxA•Chubb/Federal•Essar Insurance Services •Marsh

investMent bank in-house teaM of the Year

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

in-house awardsPaul, Weiss aWarD it/telecoMs

in-house teaM of the YearFINALISTS•Alibaba•Asia Satellite Telecommunications•CSL•Deutsche Bank IT Department•Hutchison Telecom•Microsoft•NetApp•Nokia Siemens•PCCW•Taiwan Semiconductor

Paul, Weiss aWarD MeDia & entertainMent

in-house teaM of the YearFINALISTS•Hutchison Telecom•NewsCorp/Star TV•PCCW•TOM Group

real estate in-house teaM of the Year

FINALISTS•Cheung Kong

•Deal,whichinvolvedacompetitivebiddingprocess,wasAIG’s largest single divestiture/disinvestment since its 2008 government bailout and the biggest ever deal in Taiwan’s financial sector.

► array Inc gre TaI lISTIngFirms: K&L Gates; Jade & Fountain; Walkers•US$79mlistingwasthefirstTaiwanlistingofaforeign

company under a policy passed by Taiwan in 2008 to encourage “foreign businesses” to list in Taiwan.

► cHI-meI opToelecTronIcS Innolux dISplay mergerFirm: Baker & McKenzie•DealsawChi-MeiOptoelectronics(“Chi-Mei”),Taiwan’s

second largest LCD screen producer by revenue, merge with Innolux Display (“Innolux”), the world’s largest flat-panel monitor maker by shipments.

•Dealrepresentsthelargestdealinthehigh-techsectorinTaiwan in 2009 and the value of the transaction is US$5.3bn.

► KgI SecurITIeS gdS oFFerIng and TaISHIn acquISITIon

Firms: Davis Polk & Wardwell; Lee and LiBank: Morgan Stanleyaccountant: Ernst & Young•LandmarkdealsawKGIoffer33,500,000GlobalDepositary

Shares representing 670,000,000 common shares, which were admitted to Official List and to trading on the Euro MTF market of the Luxembourg Stock Exchange, to acquire Taishin Securities.

•US$898mwasalandmarkdealwhichsawKGIacquireTaishin Securities (Taisec) by way of merging Taisec into KGI

•DealwasthelargestTaiwansecuritiesindustrytransactioninhistory, and the largest Taiwan M&A transaction since 2008.

•Theacquisitionresultedinthecreationofthe2ndlargestdomestic securities brokerage in Taiwan.

► SHIn Kong gdr ISSueFirms: Baker & McKenzie; Simpson Thacher & Bartlett

Banks: Barclays; Goldman Sachs; Morgan Stanley; Sinopac Securities•DealsawShinKongFinancialHoldingCo.,Limited(“Shin

Kong”), the parent of Shin Kong Life Insurance Co, launch a US$375m global depositary receipt transaction (“GDR”).

•TheGDRissue,whichwastheonlyoneofitskindtobesuccessfully implemented in Taiwan in the past five years, was the biggest equity offering by a financial institution in Taiwan since 2005, the largest GDR issue in Taiwan since 2008, and the largest public capital raising in Taiwan since the 2009 global financial tsunami.

► THe carlyle group- TaIWan moBIle SHare SWapFirms: LCS & Partners; Lee and Li; Paul, Weiss•DealsawCarlyleGroupreachanagreementwithTaiwan

Mobile to sell all of its shares in Cheng Ting, which controls Kbro and 12 system operators in Taiwan, in exchange for 15.5% of the treasury stock of Taiwan Mobile.

•Transactionwasstructuredinsuchawaysoasnottodrawthe attention of authorities in relation to potential anti-competition issues.

•Evergrande•Far East Consortium•Hongkong Land•ING Real Estate•Jardine Matheson•Shun Tak•Sun Hung Kai

holMan fenWick Willan aWarD shiPPing in-house teaM of the YearFINALISTS•COSCO Pacific•Hutchison Port Holdings•Noble Group

the Macallan 1824 collection aWarD hong kong in-house

laWYer of the YearFINALISTS•Michelle Hung - COSCO Pacific •Patricia Sindel - Credit Suisse •Karen Ip - Goldman Sachs •Kenneth Ng - HSBC •Bernardine Lam - Hutchison Whampoa •Kit Wilson - JPMorgan •Garrett quigley - Morgan Stanley •Clifford Levy - Nomura •Philana Poon - PCCW •Angela Mak - TOM Group



firM awardsboutique/sPecialist

laW firM of the YearFINALISTS•Charltons•Cheng Wong Lam & Partners•Gall•So Keung Yip & Sin•Tanner De Witt•Vivien Chan & Co

criMinal laW firM of the YearFINALISTS•Boase Cohen & Collins•Dundons•Haldanes

bDo liMiteD aWarD MatriMonial laW firM of the YearFINALISTS•Boase Cohen & Collins•Haldanes•Hampton Winter & Glynn•Stevenson, Wong & Co

Merrill legal solutions aWarD construction laW firM of the YearFINALISTS•Baker & McKenzie•Hogan Lovells•Mallesons Stephen Jaques•Mayer Brown JSM•Minter Ellison•Pinsent Masons

Merrill legal solutions aWarD DisPute resolution laW firM

of the YearFINALISTS•Baker & McKenzie•Clifford Chance•Deacons•Freshfields•Gall•Herbert Smith•Linklaters•Mallesons Stephen Jaques•Orrick, Herrington & Sutcliffe

eMPloYMent laW firM of the YearFINALISTS•Baker & McKenzie•Clifford Chance•Deacons•Linklaters•Mayer Brown JSM•Simmons & Simmons

insolvencY & restructuring laW firM of the Year

FINALISTS•Allen & Overy

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

insurance laW firM of the YearFINALISTS•Allens Arthur Robinson•Baker & McKenzie•Clifford Chance•Deacons•Herbert Smith•Ince & Co •Mayer Brown JSM

iP laW firM of the YearFINALISTS•Baker & McKenzie•Bird & Bird•Deacons•Freshfields•Hogan Lovells•Jones Day•Vivien Chan & Co•Wilkinson & Grist

investMent funDs laW firM of the Year

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

it/telecoMs laW firM of the YearFINALISTS•Allen & Overy•Baker & McKenzie•Clifford Chance•Freshfields•Herbert Smith•Mallesons Stephen Jaques•Morrison & Foerster•Paul, Weiss

real estate laW firM of the YearFINALISTS•Baker & McKenzie•Deacons•Mayer Brown JSM•Paul Hastings•Woo, Kwan, Lee & Lo

shiPPing laW firM of the YearFINALISTS•Clyde & Co•Holman Fenwick Willan •Ince & Co•Stephenson Harwood

azure trustees ltD aWarD tax & trusts laW firM of the Year

FINALISTS•Baker & McKenzie•Clifford Chance•Deacons•Mayer Brown JSM•Withers

offshore laW firM of the YearFINALISTS•Appleby•Conyers Dill & Pearman•Harneys•Maples and Calder•Ogier•Walkers

Prc firM, hong kong office of the Year

FINALISTS•Grandall•Jun He•King & Wood

zensho aWarD korea Deal firM of the Year

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

taiWan Deal firM of the YearFINALISTS•Baker & McKenzie•Jones Day•LCS & Partners•Lee and Li•Russin & Vecchi•Tsar & Tsai

Managing Partner of the YearFINALISTS•Poh Lee Tan – Baker & McKenzie•Bill Barron – Davis Polk & Wardwell•Jeremy Lam – Deacons•Alastair Da Costa – DLA Piper•Christopher Stephens – Orrick, Herrington & Sutcliffe•Neil Torpey – Paul Hastings

the Macallan fine oak single Malt scotch WhiskY aWarD

hong kong laW firM of the YearFINALISTS•Baker & McKenzie•Clifford Chance•Deacons•Freshfields•Hogan Lovells•Linklaters•Mallesons Stephen Jaques•Mayer Brown JSM•Skadden



AzureTrustees LtdAzureTrustees a Registered Trustee Company based in Hong Kong. Exclusively dedicated to high-level tax planning and wealth protection, AzureTax Group spearheads a transparent, strategic and ethical approach to tax and trust advice. AzureTax Group provide tax advisory services for individuals and businesses, Services available range from international tax advisory through to global wealth protection strategies, with special expertise in Hong Kong, China, the UK, the US and Australian taxation matters.

Contact DetailsSuite 1010, 10/F, Tower Two, Lippo Centre89 Queensway, Admiralty, Hong KongT: +852 2123 9370F: +852 2122 9209E: [email protected]: www.azuretrustees.com

event PartnerThe Macallan Fine OakThe Macallan Fine Oak is a Single Malt of peerless quality. In his Whisky Bible 005, renowned whisky expert and author Jim Murray awarded The Macallan Fine Oak range ‘Best New Scotch’. He went on to describe it as “representing by far the best range of non-vintage whiskies to be launched by any one distillery for possibly the last decade.” The Macallan Fine Oak is triple cask matured in a unique, complex combination of exceptional oak casks; European oak seasoned with sherry, American oak seasoned with sherry, and American oak seasoned with bourbon. This unique triple cask combination delivers an extraordinarily smooth, delicate yet complex single malt.The Macallan 1824 Collection

The 1824 Collection is a definitive range of single malts created by the craftsmen who are at the heart of The Macallan. Led by John Ramsey, Master Blender Emeritus from the parent company The Edrington Group, together with Bob Dalgarno, the Macallan’s Whisky Maker, who between them hold over 50 years of experience making whisky; these personal whiskies draw on the distillery’s long history, rich traditions and dedication to quality. This is reflected in each of the four expressions, Select Oak, Whisky Maker’s Edition, Estate Reserve and 1824 Limited Release: individually influenced by the innovative cask selection, the obsession with the finest ingredients, and then shaped by the years of experience handed down through generations of craftsmen.

W: www.themacallan.com

sPonsors

BDO LimitedBDO Limited is the Hong Kong member firm of BDO International Limited, a global accountancy network with over 1,100 offices in 110 countries and 46,000 people providing advisory services throughout the world.

Since our establishment in 1981, we have committed ourselves to facilitating the growth of businesses by advising the people behind them. Our professional services include assurance, taxation, business recovery, forensic accounting, litigation support, matrimonial advisory, risk advisory and business services. We possess comprehensive knowledge of accounting standards, tax and investment regulations prevailing in Hong Kong, China and other major countries, and conduct ourselves with the highest professional standards.

Contact details25/F, Wing On Centre, 111 Connaught Road Central, Hong KongT: +852 2541 5041F: +852 2815 2295E: [email protected]: www.bdo.com.hk

Holman Fenwick WillanHolman Fenwick Willan is a global law firm advising businesses engaged in international commerce. The firm has a reputation worldwide for excellence and innovation and has focused the development of its capabilities in the following core sectors: commodities, energy and offshore, finance, insurance and reinsurance, shipping and transport. With offices in Asia-Pacific, Europe and the Middle East, the firm has one of the largest international arbitration and dispute resolution practices of its kind, and has over 125 years experience of working with other law firms in jurisdictions throughout the world. Established in 1978, our Hong Kong office has been serving international and domestic clients in China and the Asia region for 32 years.

Contact detailspaul HatzerHolman Fenwick Willan LLP15th Floor, Tower OneLippo Centre, 89 QueenswayAdmiralty, Hong Kong T: +852 3983 7788E: [email protected]



Merrill Legal SolutionsMerrill Legal Solutions is Asia’s leading provider of high quality verbatim court reporting, transcription and litigation support services.

Since opening our office in Hong Kong in 1994 we have covered hundreds of court hearings, arbitrations and US depositions including some of the most high profile matters in the region.

We provide court reporting including real-time, daily and next day services, recording and transcription, interpretation and translation, as well as document management and litigation support services including scanning, copying, printing, evidence reconstruction, e-bundles and document hosting.

Merrill Legal Solutions is the official provider of transcription services for the Hong Kong High Court and supplier of services for the Hong Kong International Arbitration Centre.

Contact detailsMerrill Legal Solutions3203, Lippo Centre One89 Queensway, Hong KongT: +852 2522 1998F: +852 2522 1575E: [email protected]: www.merrillcorp.com/mls

Paul WeissPaul, Weiss, Rifkind, Wharton & Garrison is an international law firm with over 600 lawyers worldwide. Paul, Weiss has one of the world’s leading Communications and Technology Practices and consistently wins Asia’s top “IT/Telecommunications Law Firm of the Year” award in recognition of our M&A, private equity and regulatory efforts in the telecommunications and IT sectors. Our knowledge of the regulatory landscape in Greater China is recognized by our peers as being the best and second to none. The firm represents a wide variety of providers and users of communication goods and services, as well as other entities with interests in communications and technology businesses and regulatory decision making.

Contact detailsJeanette chan, partnerPaul, Weiss, Rifkind, Wharton & GarrisonHong Kong Club Building,12th Floor, 3A Chater Road, Central, Hong KongT: +852 2846 0300 (main phone) E: [email protected]

Pinsent MasonsPinsent Masons is a full service global law firm with over 1000 lawyers worldwide. They provide a full range of legal services to major international corporations, institutions and public bodies. They specialise in Construction & Infrastructure, Projects, Energy, Corporate, IP, and Technology & Telecoms.

Pinsent Masons has been active in Asia for 27 years and have offices in Hong Kong, Shanghai, Beijing, Dubai and Singapore. Through their international networks and alliances they have a further 700 lawyers across 22 locations in Europe and the United States.

Contact details50/F Central Plaza18 Harbour RoadHong KongT: +852 2521 5621Vincent connor, Head of asia pacific: [email protected] ogilvie, Business development manager, asia pacific:[email protected]

Westlaw BusinessWestlaw Business is the foremost provider of business law information and services to corporations and accounting and law firms around the world. Westlaw Business offers innovative research and drafting tools, industry-leading conversion and filing software applications, and one of the largest short-run and full-service print facilities in the U.S. Westlaw Business is a part of Thomson Reuters, the world’s leading provider of information and services to professionals in the legal, tax and accounting, financial, scientific, and healthcare industries. With this backing and expertise, Westlaw Business is capable of providing complete service, year in and year out, to meet all of its customers’ compliance needs.

Contact detailsFor Hong Kong and China Westlaw Business Sales and Training, please contact:T: +852 3762 3248E: [email protected]

ZenshoAs legal profession recruitment specialists, Zensho is proud to sponsor this year’s award for International Deal Firm of the Year. Specialist recruitment within the legal profession requires local market specialization, long-term commitment, personal attention, discretion, initiative and a sincere intention to help. Our success depends upon our consistent ability to quickly make connections, produce results and maintain strong, lasting relationships within the legal and business community. We hope our continued efforts to be a trusted advisor and provider of accurate and timely information will make us the market’s provider of choice.

Contact detailsT: +81-3-5575-5091E: [email protected]

CML Recruitment Asia-Pacific

award Patron

Hong Kong Corporate Counsel AssociationThe Hong Kong Corporate Counsel Association is the pioneer association run for in-house counsel by in-house counsel in Hong Kong. It provides an efficient and effective range of benefits and services for its members’ professional development, including continuing legal education, a platform for networking and the exchange of ideas, information and experiences that are unique to the in-house role.

W: www.hkcca.net/

suPPorting organisation

46

FEaTuRE | wealth management >>


As the global economy shifts towards Asia, the region is becoming home to the world’s wealthiest individuals. This presents new opportunities for law firms to launch wealth management practices and tap into a growing pool of big-ticket clients

Asia is the biggest potential growth market for wealth management practices, according to the ‘2009 World

Wealth Report’ released by Merrill Lynch and technology outsourcer Capgemini. Wealthy individuals with more than US$1m in liquid assets in the Asia-Pacific region surged by 26% this year, and now number over three million people with a combined wealth of US$9.7trn.

Yet more importantly – and for the first time ever – Asia’s wealthy population surpassed that of Europe’s. “The star performer was Asia-Pacific, the only region in which both macroeconomic and market drivers of wealth expanded significantly in 2009,” the report stated.

This growth also signals the predicted global economic shift towards the Asian region. As law firms around the world implement their recovery process from the global financial crisis, this data is all the more useful. Firms are beginning to ask the all-important question: where to now?

Unsurprisingly, it seems to be China and India: China is home to the world’s fourth-biggest population of millionaires – 477,000. Although the number is smaller for India – around 126,000 – India’s wealthy population shows the fastest potential

Wealth of opportunities

for growth, surging 51% last year.This sends a clear message to law

firms in the US and UK, where wealth management practices have been largely based for the last decade. As the population and combined wealth of Asia’s high-net-worth individuals (HNWIs) continues to soar, three million reasons exist for law firms to meet new and growing client needs. A US$9trn market for brand-new practice areas to help Asia’s new rich to store or grow their wealth has now appeared.

Robert Sawhney, managing director of Hong Kong boutique legal consultancy SRC Associates, identifies a number of key areas that law firms can tap into the growth of HNWIs in Asia. “In terms of investments, estate planning and asset protection, there should be a growing pool of opportunities for law firms to serve high-net-worth individuals,” he says. “Not only personally, but many of these HNWIs are business-owners and there is scope to offer a bundle of services to fulfil their needs.”

One law firm that jumped into the pool early on was UK-based Herbert Smith. Earlier this year the firm launched a private wealth and charities practice in Hong Kong,

“In terms of investments, estate planning and asset protection, there should be a growing pool of opportunities for law firms to serve high-net-worth individuals”

Robert Sawhney SRC Associates

Rupert Ticehurstherbert smith

47

FEaTuRE | wealth management >>


designed to meet the new needs of Asia’s wealthy for their estate planning, tax and trusts issues. Given Hong Kong’s status as a regional arbitration hub, the firm added advice on dispute resolution over those practice areas to its services too.

Before launching the Hong Kong practice, London partner Rupert Ticehurst (who heads up the main UK private wealth and charities practice) did some research into the potential for business in Asia, given the infancy of the wealth management industry in the region. Ticehurst visited a number of private banks there and found that

management firms – JP Morgan – moved from New York to Hong Kong to take charge of all private banking outside the US.

Asset managementMany regional lawyers say that asset management is by far one of the fastest-growing practice areas for the legal industry. Among them is Hong Kong-based lawyer Rolfe Hayden, who heads up the financial services practice at Simmons & Simmons. “Without a doubt, economic growth in the region has spurred increased asset management activity,” he says.

going forward will be Hong Kong’s relationship with the mainland and PRC fund managers’ activities throughout the region, starting in Hong Kong,” says Hayden. “Increased access in and out of China, the large number of HNWIs in the PRC and continued growth of the fund industry means those firms with the right expertise available in Hong Kong will prosper.”

Hayden adds that the overlap between traditional asset management practices and regulatory practices is growing, and due to that firms that want to tap into wealth management should diversify and expand their range of advisory services. “Both traditional and alternative fund managers – local or foreign – need the backup of a wide range of legal services,” he says. “In our experience they prefer the one-stop-shop model. This is a particular challenge for new entrants to the Hong Kong market because a strong Hong Kong law offering across a range of practice groups is not something which can be created quickly.”

Nevertheless, as the wealth management legal industry gradually builds up, the prospects for ongoing business remains positive. As the latest ‘World Wealth Report’ states, there will be enough work to sustain more competition in the market. “In Asia-Pacific, China and India will continue to lead the way with economic expansion and growth likely to keep outpacing more developed economies,” the report states. ALB

Rolfe Haydensimmons & simmons

“There’s a gap in the market, in particular in Hong Kong, to provide complex contentious trust and estate cases services”

Rupert Ticehurst Herbert Smith

“Many firms have identified asset management as a growth area. In Hong Kong we have seen a number of new entrants, including a number of US firms, trying to establish here.”

Part of that growth is due to the investments made by Hong Kong’s government in the sector, to position itself as a regional asset management centre. Hayden says there is no question that this region will be the cornerstone of the industry in coming years. “Hong Kong has been Asia’s leading international asset management centre for some time, the government has [made] it a financial services priority for a while,” he says. “For example the offshore funds profits tax exemption.”

Sawhney agrees. “Hong Kong has achieved record growth over the last few years in the asset management area. The Securities and Futures Commission is working hard to position it as an asset management centre as opposed to just a market to raise funds, expanding the range of investment products on offer,” he says.

Both lawyers say that law firms should be keeping abreast of all the developments happening in the industry, including opportunities and risks. “The big opportunity

market services for private-client lawyers was relatively bare. When the firm launched the practice in February, it received interest from executives and legal counsel at Asian private banks such as Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC, JPMorgan Chase, Morgan Stanley, RBS, UBS and CITIC Ka Wah Bank.

“There’s a gap in the market, in particular in Hong Kong, to provide complex contentious trust and estate cases services,” said Ticehurst. “Over the past few years [we’ve] advised on a number of complex contentious trust and estate cases in Hong Kong and … it became apparent that many of the problems that arose in those matters could have been avoided by the parties taking steps to properly manage their affairs.”

In June, US-based firm Bingham McCutchen expanded its investment management practice in Hong Kong, by adding Maples and Calder specialist Anne-Marie Godfrey as partner. These appointments also echo similar moves seen outside the legal industry this year. Recently, the head of one of the private bank divisions for one of the world’s largest asset

“many firms have identified asset management as a growth area. In Hong Kong we have seen a number of new entrants including a number of uS firms, trying to establish here”

Rolfe Hayden Simmons & Simmons

Robert SawhneysrC associates

Anne-marie godfreybingham McCutchen

NEws | news >>


Jurisdiction ProfileLabuan IBFC

new Foundations law in labuan ibFC


The labuan Foundations act 2010 (“lFa”) is the most recent Foundations law. labuan ibFC is a common law jurisdiction offering

not only trusts but also the civil law solution of a Foundation.

there are many similarities and differences between trusts and Foundations, the differences being in the nature of the solutions. a trust is not a legal entity; a Foundation is a registered legal entity. a Foundation owns the property concerned. therefore a Foundation is more structured, governed by its Charter and articles or regulations. a Foundation provides more certainty and is less likely to be treated as a sham.

Foundations and trusts can be perpetual. Foundations have stated objects and purposes; often the law prevents the doctrine of ultra vires applying. trustees may act in breach of trust or create a fraud on the exercise of a power.

if those who administer a Foundation act outside the governing rules of the Foundation, they are personally liable to the Founder and to the beneficiaries. trustees have unlimited liability in respect of the trust; if those who administer a Foundation and the Founder comply with the requirements of the Charter and the articles, they are not personally liable for the debts of the Foundation.

once a trust is set up, the interests of the beneficiaries are paramount, even though the settlor may provide a letter of wishes. With Foundations, the will and intentions of the Founder may carry more weight and the rights of the Founder are assignable by him.

What does a Labuan Foundation offer which other jurisdictions may not?Confidentiality is of great importance. under section 71 lFa, it is a criminal offence with a possible custodial penalty for wrongful disclosure of any information concerning the Foundation. exceptions include the labuan Financial services authority or labuan Fsa (“the authority”) in its regulatory capacity, a Court order and information provided with the consent of the Foundation. Further, labuan is a ‘white listed’ jurisdiction that endorses the oeCd ‘level playing field’ approach to the bilateral exchange of tax information

with foreign tax authorities. but labuan has safeguards and limitations on the sharing of information which forbids ‘fishing expeditions’.

rights to information are clearly dealt with. any officer, or the secretary, if requested to do so must provide accurate information to the Court, the authority, Founder, Council member, supervisory person or any beneficiary, except when there is duress. even then, the Court may restrict the rights of any such individual.

section 73 lFa also provides strict confidentiality requirements on Council members, the supervisory person and any officer and the secretary. section 63 lFa provides for confidentiality with regard to disclosure of information to a beneficiary, if other beneficiaries have requested this or if the Council, supervisory person or officers determine confidentiality to be in the best interests of the beneficiaries. however, the Court may, on an application by a beneficiary, order information to be provided (section 64 lFa).

in section 9 lFa, there are provisions for the amendment of the Charter which go further to provide assistance than in other jurisdictions. sections 18 and 19 lFa cover the change of name of a Foundation and how this shall not affect the rights or obligations of the Foundation.

sections 23 and 24 lFa cover the redomiciliation of a Foundation into or out of labuan.

asset protection is also important. provisions in section 8 lFa cover what is a fraudulent disposition to a Foundation which will leave the Foundation liable to meet the claims of creditors. the property of a disposition is saved from such a claim if the Foundation was established or registered, or the disposition took place after two years from the date on which the creditor’s cause of action arose.

section 61 lFa prevents a foreign claim or judgment being enforced against a validly established Foundation with particular regard to the personal and proprietary consequences of marriage, succession rights or the claims of creditors in an insolvency. in this way, claims of foreign forced heirship are also protected, as they are for trusts in many jurisdictions.

there are default provisions in section

65 lFa concerning distribution to a beneficiary. unless the Charter and articles otherwise provide, a valid distribution is made only when the document providing for it is signed by all the officers. however, all the officers may delegate the power to one of their number. no such distribution can be made to defeat the claim of any creditor of the Foundation.

sections 67 to 69 lFa provide a good legislative framework for dissolution and entitlement to property remaining at the end of dissolution.

Conclusion: the legislation sits well with the new trusts act. both are modern, innovative and sensible. it is good that an asian jurisdiction offers such opportunities for solutions to a world which needs them.

Marketing Office Labuan IBFC Inc. Sdn. Bhd. (817593D) Suite 2B-11-3, Level 11 Block 2B Plaza Sentral, Jalan Stesen Sentral, KL Sentral 50470 Kuala Lumpur, Malaysia. Tel: +6 03 2773 8977 Fax : +6 03 2780 2077 Email: [email protected] www.LabuanIBFC.my

Written by MARK LEA Managing Director of Lea & White International Advisers Limited Partner of Lea & White International Advisers Limited 12/F HK Diamond Exchange Building 8-10 Duddell Street Central, Hong Kong Tel: 00 852 2528 2097 Fax: 00 852 2840 0480 Email: [email protected]

NEws | news >>


http://www.labuanIBFC.com

50

FEaTuRE | employment law >>


An attitudinal change toward protecting employee rights is sweeping through a number of jurisdictions in the Asia-Pacific

region. Employee-friendly legislation is being hotly debated in some parliaments and enacted in others.

Employee-friendly legislation changes

Introduction of minimum wage and anti-discrimination legislation, and the passing of other pending Employment Act amendments across North and South-East Asia, are clear indications that most jurisdictions are recognising the obligation to respect and protect the rights of workers.

“As a general trend, employment law across the Asia-Pacific region

MALAYSIA

In Malaysia, pro-employee legislation changes to the Employment Act 1995, Industrial Relations Act 1967 and Trade Unions Act 1959 have experienced some amendments, but are still waiting for a breakthrough in parliament after years of debate. “The Industrial Relations Act is still being debated, especially regarding the rights of employees – it’s broad and still very much in

favour of employees,” said Jeff Leong Poon & Wong partner, Wong Kar Hwee. For example, the onus of proving the company’s innocence in terminating an employee in most instances rests with the company.

According to Wong, the broadly worded Section 20 of the Act creates a high volume of industrial relations disputes and with legislation amendments minimal, the number of disputes in court remain high.

SINGAPORE

In Singapore, legislation concerning maternity leave and childcare leave has been enhanced, in addition to the 2009 Employment Act amendments that seek to protect a wider scope of employees, and improve entitlements and access to the Ministry of Manpower’s labour court.

Drew & Napier director Kelvin Tan says the Singapore government manages a fine balancing act between employee protection and legislative flexibility, in order to cultivate a conducive environment for multinational companies. This is an intrinsic element to the lifeblood of the country’s economy.

“I think the law is there to protect employees, certainly. But you hear the government say it from time to time that Singapore is a small country, where multinationals can leave quickly. Therefore there is a need to be flexible about employment practices in Singapore,” he said.

Cooper echoes Tan’s view on Singapore’s regulatory climate but maintains most of the changes in regulations and legislation in the region tended to be pro-employee, with a few exceptions.

2009-2010•Retrenchment work

picked up during GFC•Greater government

restriction on foreign worker policy especially from specific countries such as Bangladesh and Pakistan

•Industrial disputes remain high

•Employee friendly

► employmenT laW HIgHlIgHTS

Proposed changes /due to come into effect/unconfirmed•Employment Act

1995 amendments•Industrial

Relations Act 1967 amendments

•Trade Unions Act 1959 amendments

2009-2010•Maternity and childcare

leave legislation changes•Enhanced entitlements and

protection for employees•Re-employment of retirees

past 62 to 65 years of age•Government policy to strike

balance between employer and employee friendly, but comparatively employer friendly


Proposed changes /due to come into effect 2011-2012Retirement and re-employment legislation

► Some leadIng employmenT laW/dISpuTe reSoluTIon pracTIceS In aSIa

Jurisdiction FirmsHong Kong Baker & McKenzie

Mayer Brown JSM Simmons & Simmons

Japan Mori Hamada & Matsumoto Nagashima Ohno & TsunematsuNishimura & Asahi

Philippines Angara Abello Concepcion Regala & Cruz (ACCRALAW) Platon Martinez Flores San Pedro & LeañoQuisumbing TorresSiguion Reyna Montecillo & Ongsiako

India Amarchand & Mangaldas & Suresh A. Shroff & CoKesar Dass B. & Associates

Singapore FreehillsAllen & GledhillWongPartnershipDrew & NapierRajah & Tann

The changing tide of the workplace relations landscape

is becoming increasingly employee-friendly,” said the practice leader of Freehills’ Singapore-based Workplace Law and Advisory–Asia group, George Cooper.

“Starting with Singapore, we recently saw some significant changes to the Employment Act and maternity leave and childcare legislation that were all quite employee-friendly. In Hong Kong the moves afoot to introduce a minimum wage have been controversial,” he said.

“The new Fair Work Act introduced by the Rudd/Gillard government in Australia, as well as new labour contract laws passed in China are further examples of governments enacting better entitlements and protection for employees,” he said.

As governments and corporations grapple with the changing needs of a globally mobile workforce, Pamela Hamer-Koh looks at recent trends in employment law across Asia-Pacific

kelvin Tan drew & napier



general trends: globalisation and employee mobility Another marked trend seen across Asia is growth in employment mobility across borders, international postings and labour migration as the impacts of globalisation are increasingly felt. “I’ve detected over the last few years a greater focus on employment mobility. Companies are becoming more global and they are starting to look at employment as a global issue rather than a domestic issue,” Cooper said.

He said the increasingly common practices of senior executives operating across multiple locations, or supporting operations in one country from an office in another, gives rise to a whole range of employment law issues that clients will need assistance with. “I think we will see more of that and I think that eventually, it will flow down to lower levels of employment.”

The need for specific and specialised legal advice is heightened where staff are seconded to mainland China – or even where the employment markets straddle both Hong Kong and China, according to Winston & Strawn partner Michael Phillips. “An issue I see commonly now involves employees based in Hong Kong who are increasingly also working in China,” he said.

“China introduced a new labour law in 2008 which had some fairly significant changes that are a lot more employee-friendly, so employers need to know if their employees will be subject to the employment laws of the legal jurisdictions of both places. It’s an issue they need to be aware of and

“The [Singapore] government walks a tightrope. They have to strike a balance between ensuring that workers get their fair share of the benefits of growth and, on the other hand, provide workplace flexibility to foster the general prosperity of the country,” Cooper said.

Additional legislative changes in Singapore include re-employment legislation for older workers, due to take effect in January 2012. Guidelines have been released by the Singapore government to prepare for the new laws, which will require employers to offer re-employment to their workers past the current retirement age of 62 to 65. According to Cooper, this is legislation that many employers should look out for.

“One of the most interesting points in the guidelines is the reference to special assistance payment for employees who cannot be re-employed by the employer once they reach their retirement age. This is a special severance or retirement payment, if you like, and many employers in Singapore would be interested to hear about this,” he said.

“The guidelines refer to a minimum payment of $4,500 and a maximum payment of $10,000. It’s not clear that the legislation will exactly reflect

these guidelines and make it compulsory to pay but I think there’s a chance of that. Therefore this is an interesting development, something we should look out for,” he said.

KOREA

In Korea, several new laws have impacted the labour market. Most notable is the amendments to the Trade Union and Labour Relations Adjustment Act regarding union representation in the workplace, which are intended to curb union power. The new law regarding trade unions flags the end of government support for union monopolies in the workplace and enables employees the freedom of choice in representation. The expansion of childcare leave has served to significantly advantage employees.

The Equal Employment and Support of Work-Family Reconciliation Act which came into effect in February 2010, was amended to allow employees with children who are six years or younger to take childcare leave. The previous cut-off was for parents of three-year old children or younger.

“A general trend can be identified in the variety of recent and planned labour law changes,” said Yulchon partner Hee Chul Kang. “It appears to be a combination of pro-business and pro-employee legislation, with pro-employee

► FreeHIllS employee relaTIonS pracTIce recenT aWardS

Chambers Global top tier firm, 2010

PLC Which Lawyer top tier firm, 2010 (latest publication, Yearbook 2009)

Asia-Pacific Legal 500

top tier firm, 2010

Best Lawyers ranked number 1 in Australia, with 9 Freehills Employee Relations lawyers identified as ‘best lawyers’.

“companies are becoming more global and they are starting to look at employment as a more global issue rather than a domestic one”

trend seen amongst many Asian jurisdictions. Now with better times ahead, employment lawyers are keeping busy with a varied range of work. As the dust settles, many companies are now taking the opportunity to re-examine their workplace relations models, documentation and policies, to ensure sufficient workplace flexibility in the aftermath of the GFC – and in the face of continuing market volatility.

Also, as hiring picks up secondment issues, employee transfers, outsourcing and setting up licenses to trade have also been keeping employment specialists busy in the region.

as it becomes more complicated, clients need lawyers to work through and plan strategically,” he explained.

Post-gFC pick-upMany lawyers agree that the spike in work predicted at the apex of the GFC was brief, over-hyped and dissipated rather quickly. Many employment practices in Asia experienced a 20% spike in restructuring and redundancy work during the first-half of calendar 2009, but this promptly subsided to normal levels.

With most of Asia escaping the brunt of the crisis, this was a common

2009- 2010•End to monopoly unionism

through changes to the Trade Union and Labour Relations Adjustment Act

•Childcare leave expanded through the Equal Employment and Support of Work-Family Reconciliation amendments

•Disabled employment requirement increased

•Age discrimination complainants enabled with the power to start an investigation

•Expanded exception to fixed-term employees

Proposed changes /due to come into effect 2010-2011•The prohibition on

employers paying remuneration to full-time union officials came into effect on 1 July 2010.

•The ability for multiple unions to be established at a single worksite will come into effect on 1 July 2011.


George Cooper Freehills

Hee Chul kang yulchon

52



JAPAN

In Japan, several labour-related laws have taken a pro-employee turn with the Labour Standard Law and the Childcare and Family-care Leave Act facing recent amendments. On 1 April, a series of amendments to the Japanese labour standards law came into force with the objectives of reducing overtime work achieved by imposing additional controls and restrictions on employers.

“New overtime allowance ratios have been introduced and annual leave by hourly basis is now available,” Mori Hamada & Matsumoto partner Chisako Takaya says.

Other significant legislation changes involve the Childcare and Family-care Leave Act amendments– which entail introducing mandatory short-time and no-overtime arrangements for employees responsible for children younger than three years. In addition, restrictions on childcare leave on fathers have been loosened. Special leave could now be granted for employees who need time off to care for their sick children or members of their families.

A law that is still in discussion is the new restrictive requirements for employee dispatch arrangements, expected to come into force soon. And Takaya notes that the trend in Japan is similar to most of the region, in terms of legislative changes that favour employees. “In Japan, labour-related laws are basically pro-employee and employers do not have much flexibility in terminating employment or changing employment conditions. Therefore, generally speaking, even after GFC, employers in Japan are still careful about re-hiring,” she says.

Takaya says during the apex of the financial crisis, the number of individual labour disputes rose and currently, M&A related employment issues, individual labour disputes, redundancies and restructurings are the work that is keeping her practice busy.

Opinion among Takaya’s clients is mostly that employment laws are tipped far too much towards the employee’s favour. “Without easing of labour-related laws in Japan, companies in Japan may lose competitive power,” she says. ALB

•Labor Standard Law (amended)

•Child-care and Family-care Leave Act (amended)


Proposed changes/due to come into effectEmployee Dispatch Law (still pending)

2009-2010•Race discrimination

legislation operative•Minimum wage

legislation enacted•Unfair dismissals (case

authority)•Employer friendly

► employmenT laW HIgHlIgHTSProposed changes/due to come into effect 6-12 months (estimate)Minimum wage legislation

characteristics sometimes being a side-effect of laws intended to limit union power, rather than a primary goal of legislation.”

According to Kang, the Korean economy is strongly integrated into the global economy with many of his clients taking advantage of global employment trends, including using outsourcing and dispatched workers. In addition, he says Korean lawmakers typically benchmark global trends in an effort to better compete with other economies when proposing labour law changes.

Other major changes highlighted by Kang regarding employment and labour law regulations in Korea include the Disabled Employment Requirement Increase (effective 1 Jan 2010), where large private employers (defined as 50 or more) are required to increase their disabled employees percentage from 2% to 2.7% by 2014; and amendments to the Prohibition of Age Discrimination in Employment and Aged Employment Promotion Act (effective 1 Jan 2010) where employees facing age discrimination are now able to request an investigation by filing a petition with the National Human Rights Commission. Finally, amendments to the Protection of Fixed-term and Part-time Employees Act (effective 4 Feb 2010) has expanded the list of eligible employees to be included, on the use of the two-year limit exception of fixed-term contracts.

Korean firms, like their Asian counterparts, have witnessed only a slight increase in general employment-related advisory work, layoffs and wage reduction schemes during the global financial crisis. On the challenges for employers with the fast-improving economic conditions, Yulchon partner Sang Wook Cho expects strong growth in the coming months, with bullish sentiment floating the Korean marketplace.

“In the wake of the GFC many of our clients have been looking for new opportunities through deals such as mergers and acquisitions,” Cho says. “Acquiring new employees through these deals may lead to unexpected employment-related liabilities, such as severance payment obligations. These kinds of liabilities can give rise to deal-

breaking scenarios, and we strongly recommend that due diligence for merger or acquisition or other deals in Korea include a thorough employment component,” he says.

HONG KONG

Changes are slowly unfurling in favour of the employee in Hong Kong but the region still has a long way to go. “The high amount of work predicted at the apex of the GFC didn’t come to pass for employment law practitioners in Hong Kong even though there have been company failures and employees rights have to be dealt with,” Winston & Strawn Partner Michael Phillips says.

“This goes to the core of Hong Kong employment law. Compared to other legal systems, it is relatively benign, or employer-friendly. So while employees do have a number of rights, in practice it’s not difficult to terminate someone’s employment in Hong Kong without the threat that such action will be challenged as it can be in other jurisdictions such as the UK, Europe or Australia. Basically in Hong Kong, if you give the required notice period and you pay the employee his or her statutory and contractual entitlements, you can’t really challenge a termination of employment. In for example Australia and the UK, one has to act reasonably. In Hong Kong, there is no requirement to act reasonably as such,” he says.

► aSIa- pacIFIc alB aWard WInnerS (employmenT laW aWardS)Country Firm Relevant awardAustralia Harmers Workplace Lawyers Employment Specialist Firm of the Year (ALB Australasian Awards 2010- Winner)

Hong Kong Simmons & Simmons Employment Law Firm of the Year (ALB HK Awards 2010- Winner)

michael Phillips Winston & strawn


53www.legalbusinessonline.com 53www.legalbusinessonline.com

the Westin Miyako kyoto

located within a sprawling 19 acre Japanese garden The Westin Miyako Kyoto is a picture of serenity. The hotel which has been graced by statesmen,

dignitaries and celebrities (of which Prince Charles, ronald reagen and the Dalai lama are but three) offers business and leisure travelers alike both an opportunity to relax and recharge but also one of the best views available of Japan’s ancient capital.

Picture perfectOverlooking the majestical Higashiyama mountain range, guests are in the perfect location to take in all the breathtaking panoramic scenery that Japan’s ancient capital, Kyoto, has to offer. But of course, The Westin Miyako Kyoto offers much more. Five-star service standards that rival and surpass hotels in Tokyo and spacious rooms that can only be described as heavenly.

upon entering The Westin Miyako Kyoto’s palatial lobby, guests know that they are set to experience all the luxurious best that has become a trademark of the Westin brand. Throughout the hotel, the old and the new are perfectly married. From the ancient parables which adorn the hotel entrance to the Aoi-den garden, designed by famous landscape architect Hakuyo Ogawa, Kasui-en garden and the Japanese-style room Karaku-an, these facilities speak to the prestige of The Westin Miyako Kyoto- something which few other hotels in Japan can offer.

Leaders in innovationBut as much as The Westin Miyako Kyoto is known for its picturesque surroundings or its supreme intermingling of the modern and ancient Japan, where the hotel really sets itself apart from other five-star establishments is its innovation in customer service. While staying at The Westin Miyako Kyoto travelers will feel as if they are the hotel’s one and only guest- such is the personalised service that The Westin Miyako Kyoto hotel offers. For instance, the service express system, makes one’s stay at the hotel as easy and convenient as a stay in one’s own house. This service enables guests to order any of the hotel’s services at the touch of a button- exactly the tonic for the weary traveler who has come to The Westin Miyako Kyoto to escape the hustle and bustle of bigger cities like Tokyo. Of course, being one of the most renowned hotels in Japan, The Westin Miyako Kyoto offers all the services you would expect in five-star hotels – with a difference. everything The Westin Miyako Kyoto does or every service the hotel offers is done so with a meticulous attention to detail that has come to define The Westin Miyako Kyoto throughout its 120 year history.

24 hour credit card payment and room service, personalised guest voicemail, a bevy of world-class restaurants and bars [seven to be exact, offering everything from traditional Japanese fare to expertly

prepared chinese, western and fusion dishes – not to mention a wide selection of the finest spirits and cocktails], business and fitness facilities that cater for everyone’s needs, as well as the Westin ‘executive club’ which is simply without peer in the Japanese hotel industry.

Of course, it would be remiss not to mention two other features for which The Westin Miyako Kyoto has become renowned – its ‘heavenly bed’ and ‘heavenly bath’ which as the names imply are simply divine. The heavenly bed is just right for an absolutely perfect night’s sleep. Developed by the hotel after extensive research, the beds, which are a simmons special order mattress, are just the right dimensions to ensure that sleeping in The Westin Miyako Kyoto is as close to one can come to sleeping on a cloud. similarly, the heavenly bath offers guests are truly invigorating experience. speakman shower heads will massage your body and wash all earthly troubles away.

These features, and every other aspect of the hotel, typify the innovation and originality with which The Westin Miyako Kyoto delivers customer service.

The Westin Miyako Kyoto Keage, Sanjo Higashiyama-ku Kyoto, Kyoto 605-0052, Japan Phone: (81)(75) 771-7111 Fax: (81)(75) 751-2490 Email: [email protected]

ProfileThe Westin Miyako Kyoto

FEaTuRE | interview >>


CItI dEALS Of tHE YEAR:

► 1. THe SumITomo TruST & BanKIng–nIKKo aSSeT managemenT acquISITIon: uS$1.26bn

Firm: Anderson Mori & Tomotsuneclient: Citigroup/Nikko Asset Managementrole: Japanese counsel

Firm: Davis Polk & Wardwellclient: Citigroup/Nikko Asset Managementrole: Counsel to vendor

Firm: Mori Hamada & Matsumotoclient: Sumitomo Trust & Bankingrole: Japanese counsel

Firm: Paul Weissclient: Citigrouprole: Counsel to vendor

Firm: Kim & Changclient: Sumitomo Trust & Bankingrole: Advisor on Korean anti-trust law

Firm: Paul Hastingsclient: Warburg Pincus

► 2. SumITomo mITSuI FInancIal group–nIKKo cordIal acquISITIon: uS$8.7bn

Firm: Skaddenclient: Sumitomo Mitsui Financial Grouprole: International Counsel

Firm: Nagashima Ohno & Tsunematsuclient: Sumitomo Mitsui Financial Grouprole: Japanese counsel

Firm: Paul Weissclient: Citigroup/Nikko Citi Holdingsrole: International counsel

Firm: Nishimura & Asahiclient: Citigroup/Nikko Citi Holdingsrole: Japanese counsel

► 3. nomura TruST–nIKKo cITI TruST acquISITIon: uS$197m

Firm: Nagashima Ohno & Tsunematsuclient: Nikko Citi Trustrole: Advisor on Japanese law

Firm: Paul Weissclient: Citigroup/Nikko Citi Trust

Firm: Sullivan & Cromwellclient: Nomura Trust & Banking Co

“There is a uniqueness to how things are done in Japan that is difficult for people overseas to understand. There are cultural, market practices and regulatory expectations that must be addressed. on top of this we need to try and understand things from new york or Hong Kong’s point of view”



Citigroup Global Markets Japan’s general counsel Akiko Yamahara explains how she kept a legal team together through one of the biggest mergers in Japanese corporate history

Akiko Yamahara, Citi Japan:

Staying close to the business

All general counsels aspire to being as close to their company’s core business as possible, but few can say they

are as physically close as Citi Japan’s Akiko Yamahara. “Unlike some other general counsels, I don’t sit in an office far away from the centre of activity. My office is actually on the trading floor," she says. “I can see our business being done every second of the day and it’s usual for traders, bankers and our CEO to wander in and out of my office throughout the day… it keeps each and every day interesting, diverse and very busy.”

Yamahara and her 40-strong legal team have certainly been busier than most in-house departments over the last 18 months. She has been recently elevated to the position of chief country legal counsel for Japan, meaning she now is responsible for all the legal issues generated by the bank’s investment banking, corporate & commercial, and cards and consumer banking businesses. Yamahara was also heavily involved in a few of the largest transactions in the country's banking history – the sale of three of Citi’s Japanese business units.

dealmakerIn early 2009, Citi announced that it would be splitting its global operations

into ‘core’ and ‘holdings’ units. In Japan, this entailed the end of the decade-long joint venture between Citi and Nikko Cordial and the sale of three businesses: Nikko Citi Cordial, Nikko Asset Management and Nikko Citi Trust. As the business would be sold to different purchasers, each entity would close simultaneously on 1 October, 2009.

“Each of the transactions was huge, complex and somewhat overwhelming,” Yamahara recalls. “Not only did we have to negotiate with different buyers and ensure each sale closed simultaneously, but we also had to split apart a joint venture that had been around for ten years and was quite closely connected on a number of different levels – from operations to human resources and IT systems.”

It was this latter aspect of the process – the fact that Citi and Nikko’s operations had become so intertwined – that made the deal especially challenging for Yamahara and her team. “The question we had to grapple with at the time was how to split apart the joint venture and sell it along with the Nikko Cordial business,” she says. “The whole process was so complex and heavily lawyered to ensure that things were done properly. We also had to create a series of bridge agreements to ensure that we preserved alliances.”



In-house perspectIve

multi-taskingBut of course, these transactions were not the only thing that Yamahara and her team had on their plate at the time. Despite the fact the bank itself was in the process of reorganisation, it was still very much business as usual for its investment banking division.

“We had the de-merger to deal with in addition to our day-to-day work and at the time things were really starting to take off. The market was just starting to emerge from a horrible 18 months after the Lehman shock and we saw a number of really chunky equity offerings. On the debt side quite a few quasi-governmental organisations and foreigner issuers entered, or re-entered the Samurai market… it was a logistical nightmare at the time but I think we’ve all come out of this much better, and definitely more knowledgeable, for the experience.”

value-addYamahara is unequivocal when she says that external counsel played a huge role in helping her and the team weather what was an undeniably busy 18 months. While their counsel on these transactions was an important factor, it was advice outside of these deals which was critical.

“It was so important to me in this period, and really throughout my career, to have a network of sources that



Keio Plaza Hotel SapporoConveniently located in the heart of the thriving business, shopping, and entertainment district, this downtown sapporo hotel offers immaculate accommodations with beautiful views of the surrounding metropolis.

keio Plaza Hotel SapporoNishi 7chome, Kita 5jo, Chuoku sapporoCity, HOKKAIDO JAPANwww.keioplaza-sapporo.co.jp

can be tapped whenever I need quick advice,” she said. “As a general counsel, it is indispensable to have partners who you can reach out to and who will reach out to you regardless of whether there is a transaction in sight.”

It’s no surprise that Yamahara prefers to appoint external counsel who take a ‘relationship’ rather than a strictly ‘transactional’ approach. “Ideally, we’d like to have relationships with external counsel who not only have a relationship with me and my in-house team, but also with our bankers," she says.

“The best type of value-adding external counsel can offer to someone in my position is to work closely with the people producing and creating financial products, from the initial stages of an idea right through to its structuring and implementation.”

Proving worth in-houseIn an environment where in-house budgets and resources have been slashed due to the financial crisis,

Yamahara believes that there is a similar onus on general counsel to demonstrate ‘value-add’ to their companies.

Although she does concede that this is far more difficult to achieve for those in-house, a key factor is immersing oneself as deeply into the business as possible, irrespective of whether or not there are purely legal matters at play.

“You really need to make yourself as available as possible, and avoid passing up something just because there are no legal issues on the surface. Nine times out of ten, the legal issues will be there under the surface and they can be elevated straight away,” she says.

Yamahara cites connectivity as one of the biggest challenges she faces in her role: staying abreast of developments in the US, as well as across the rest of Asia, and taking those who are unfamiliar with Japan through the 'ins-and-outs' of what can be a complicated and insular financial market.

“There is a uniqueness to how things are done in Japan that is difficult for people overseas to understand. There are cultural, market practices and regulatory expectations that must be addressed,” she says. “On top of this we need to try and understand things from New York or Hong Kong’s point of view. Striking a balance between this local uniqueness and global expectations is critical.” ALB

“not only did we have to negotiate with different buyers and ensure each sale closed simultaneously, we also had to split apart a joint venture that had been around for ten years and was quite closely connected on a number of levels”

http://www.keioplaza-sapporo.co.jp



The most high-profile legal event of the yearJoin the who’s who of in-house counsel, business and law at the 9th annual The Macallan ALB Hong Kong Law Awards 2010. Secure your place at the most popular night on the legal industry calendar and enjoy a gourmet dinner, fine wines, world class entertainment as well as invaluable networking opportunities.

Celebrate the achievements and successes of the past twelve months as the winners for 2010 are announced.

Fax back to +852 2815 5225 or Email: [email protected]

BOOK YOUR TABLE NOW! SEATS ARE LIMITED Yes! I want to attend The Macallan ALB Hong Kong Law Awards 2010 dinner & presentation ceremony

Name:

Job title: Company:

Host/Contact name:

Address:

Venue: JW Marriott Hotel, Hong Kong | Date: Friday 10 September 2010 | Time: 6:15pm – Cocktails / 7:00pm – Dinner & Award presentations

Please reserve table(s) at US$2,995 incl taxes – 1 table seats 10 people

BOOK A TABLE OF TEN AND SAVE OVER US$500

Tel: Fax:

Email: Signature:

Dress code: Black Tie / Formal

Please reserve seat(s) at US$350 incl taxes each

Cancellation Policy: Written notice of cancellation must be given to Key Media Hong Kong Ltd no less than 28 days before the event date. Funds will be repaid less US$50 administration and processing fee. If no such notice is received the fee will remain payable in full.

For more information, please contact Michelle at +852 2815 5988

Event Partner Award Sponsors

Organised byOfficial publication

http://hk.albawards.legalbusinessonline.com/register/register.aspx


maRkET DaTa | M&A >>

Asia-Pacific M&A Activity - Quarterly Trends

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - July 23, 2010)League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - July 23, 2010)

1-Jul-10 Parkway Holdings Ltd (74.73% Stake)

WongPartnership

Advising financial advisor (Morgan Stanley):Shook Lin & Bok Singapore

Fortis Healthcare Ltd AZB & Partners; Rajah & Tann; Stamford Law Corporation

Advising finanical advisors (Macquarie Group; Royal Bank of Scotland):Drew & Napier

2,626

19-Jul-10 Healthscope Ltd Minter Ellison; Sullivan & Cromwell

The Carlyle Group; and TPG Capital

Freehills 2,284

5-Jul-10 Centennial Coal Company Ltd (80.1% Stake)

Freehills Banpu Public Co Ltd Norton Rose 1,891

2,82215-Jul-10 Dimension Data Holdings Plc

Eversheds Nippon Telegraph and Telephone Corporation

Linklaters; Webber Wentzel

30-Jun-10 OJSC Polyus Gold KazakhGold Group Ltd 10,238Debevoise & Plimpton

Advising financial advisor (BMO Capital Markets Corp):Skadden Arps Slate Meagher & Flom

1,4695-Jul-10 Sucrogen Ltd Advising seller:Freehills

Wilmar International Limited Minter Ellison CSR Ltd

16-Jul-10 Titan Chemicals Corp Bhd Kadir, Andri & Partners Honam Petrochemical Corporation

Yulchon; Zaid Ibrahim & Co 1,625

12-Jul-10 Mangistau Investments BV (50% Stake)

Advising seller:Norton Rose

JSC KazMunaiGas Exploration Production

Field Fisher Waterhouse; Olympex Advisers

NC KazMunaiGaz 1,660

5-Jul-10 Reliance Natural Resources Reliance Power Ltd 1,539

AnnouncementDate

Target Company Target/SellerLegal Advisor

Bidder Company Bidder Legal Advisor Seller Company Deal Value(USDm)

Asian Legal Business ISSUE 10.8

Top 10 Announced Deals - Asia-Pacific (June 25, 2010 - July 23, 2010)

Valu

e (U

SDm

)

Value (USDm)

Num

ber o

f dea

ls

Volume

00

20,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

40,000

600

700

800

400

500

100

200

300

900

Shandong Expressway Co Ltd

Shandong Expressway Group Co Ltd

30-Jun-10 Shandong Expressway Operation & Management Co Ltd; and Shandong Weilai Expressway (51% Stake)

1,106

MARKET DATA | M&A >>

M&A TRANSACTIONS AND STATISTICAL ANALYSIS

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

Rank House Value (USDm) Deal Count

1 AZB & Partners 18,297 38

2 DLA Piper 1,134 38

3 Freehills 19,991 33

4 Mallesons Stephen Jaques 23,449 29

5 WongPartnership 8,354 25

6 Minter Ellison 5,906 25

7 Baker & McKenzie 11,819 24

8 Kim & Chang 3,727 24

9 Jones Day 3,311 24

10 Norton Rose 42,269 22

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 23 July 2010

In association with


1 UBS Investment Bank 33,796 30

2 Goldman Sachs 18,412 30

3 KPMG 4,065 27

4 Deutsche Bank 30,029 26

5 JPMorgan 32,513 24

6 Ernst & Young 1,712 24

7 Deloitte 6,880 22

8 Morgan Stanley 31,802 21

9 Credit Suisse 17,836 21

10 Macquarie Group 24,499 20

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 23 July 2010

Q103

Q209

Q310*

Q210

Q110

Q409

Q309

Q109

Q203

Q303

Q403

Q104

Q204

Q304

Q404

Q105

Q205

Q305

Q405

Q106

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408


maRkET DaTa | M&A >>

Asia-Pacific M&A Activity - Quarterly Trends

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - July 23, 2010)League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - July 23, 2010)

1-Jul-10 Parkway Holdings Ltd (74.73% Stake)

WongPartnership

Advising financial advisor (Morgan Stanley):Shook Lin & Bok Singapore

Fortis Healthcare Ltd AZB & Partners; Rajah & Tann; Stamford Law Corporation

Advising finanical advisors (Macquarie Group; Royal Bank of Scotland):Drew & Napier

2,626

19-Jul-10 Healthscope Ltd Minter Ellison; Sullivan & Cromwell

The Carlyle Group; and TPG Capital

Freehills 2,284

5-Jul-10 Centennial Coal Company Ltd (80.1% Stake)

Freehills Banpu Public Co Ltd Norton Rose 1,891

2,82215-Jul-10 Dimension Data Holdings Plc

Eversheds Nippon Telegraph and Telephone Corporation

Linklaters; Webber Wentzel

30-Jun-10 OJSC Polyus Gold KazakhGold Group Ltd 10,238Debevoise & Plimpton

Advising financial advisor (BMO Capital Markets Corp):Skadden Arps Slate Meagher & Flom

1,4695-Jul-10 Sucrogen Ltd Advising seller:Freehills

Wilmar International Limited Minter Ellison CSR Ltd

16-Jul-10 Titan Chemicals Corp Bhd Kadir, Andri & Partners Honam Petrochemical Corporation

Yulchon; Zaid Ibrahim & Co 1,625

12-Jul-10 Mangistau Investments BV (50% Stake)

Advising seller:Norton Rose

JSC KazMunaiGas Exploration Production

Field Fisher Waterhouse; Olympex Advisers

NC KazMunaiGaz 1,660

5-Jul-10 Reliance Natural Resources Reliance Power Ltd 1,539

AnnouncementDate

Target Company Target/SellerLegal Advisor

Bidder Company Bidder Legal Advisor Seller Company Deal Value(USDm)

Asian Legal Business ISSUE 10.8

Top 10 Announced Deals - Asia-Pacific (June 25, 2010 - July 23, 2010)

Valu

e (U

SDm

)

Value (USDm)

Num

ber o

f dea

ls

Volume

00

20,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

40,000

600

700

800

400

500

100

200

300

900

Shandong Expressway Co Ltd

Shandong Expressway Group Co Ltd

30-Jun-10 Shandong Expressway Operation & Management Co Ltd; and Shandong Weilai Expressway (51% Stake)

1,106


M&A TRANSACTIONS AND STATISTICAL ANALYSIS

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



2 DLA Piper 1,134 38

3 Freehills 19,991 33

4 Mallesons Stephen Jaques 23,449 29


6 Minter Ellison 5,906 25


8 Kim & Chang 3,727 24


10 Norton Rose 42,269 22

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 23 July 2010

In association with




3 KPMG 4,065 27


5 JPMorgan 32,513 24

6 Ernst & Young 1,712 24

7 Deloitte 6,880 22



10 Macquarie Group 24,499 20

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 23 July 2010

Q103

Q209

Q310*

Q210

Q110

Q409

Q309

Q109

Q203

Q303

Q403

Q104

Q204

Q304

Q404

Q105

Q205

Q305

Q405

Q106

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408



In association with

Notes: League tables are based on geography of either target, bidder or seller company. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value•Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.•Q3 10* = 1 July 2010 to 23 July 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - July 23 , 2010)


1 DLA Piper 404 21


3 Freshfields Bruckhaus Deringer 4,235 13

4 Slaughter and May 40,574 10

5 King & Wood 1,411 10

6 Grandall Legal Group 630 7

7 Herbert Smith/Gleiss Lutz/Stibbe 38,731 6

8 Haiwen & Partners 9,268 6

9 Linklaters 8,525 6


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

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - July 23, 2010)



2 KPMG 2,178 11

3 Optima Capital 715 9

4 China International Capital 13,803 8

5 JPMorgan 11,088 8





10 Somerley 2,931 5

League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - July 23, 2010)


1 Mori Hamada & Matsumoto 10,095 34

2 Nagashima Ohno & Tsunematsu 8,384 19

3 Nishimura & Asahi 7,363 19

4 TMI Associates 2,115 12

5 Anderson Mori & Tomotsune 6,012 11

6 Morrison & Foerster 4,293 9

7 Skadden Arps Slate Meagher & Flom 8,250 7

8 Shearman & Sterling 7,181 7

9 Baker & McKenzie 379 7

10 Freshfields Bruckhaus Deringer 3,526 5

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

League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - July 23, 2010)


1 Nomura Holdings 12,661 38

2 Mizuho Financial 2,516 25

3 Daiwa Securities 1,831 17

4 Sumitomo Mitsui Financial 2,047 16

5 GCA Savvian 1,429 11


7 JPMorgan 7,891 8


9 KPMG 732 7

10 PricewaterhouseCoopers 535 6

League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2010 - July 23, 2010)



2 Allen & Gledhill 5,952 17

3 Stamford Law 3,854 8


5 Rajah & Tann 3,765 5

6 Clifford Chance 1,663 5

7 Linklaters 628 4

8 Allen & Overy 562 4

9 Shook Lin & Bok Singapore 5,504 3

10 Drew & Napier 2,994 3

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

League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - July 23, 2010)


1 CIMB Group 8,093 12


3 HSBC 3,100 7

4 Deloitte 851 7




8 OSK Investment Bank 576 6


10 Rothschild 1,958 5

League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - July 23, 2010)



2 Amarchand & Mangaldas & Suresh A Shroff & Co 4,875 18

3 Desai & Diwanji 797 14

4 Khaitan & Co 1,091 7

5 Tatva Legal 438 7

6 Trilegal 403 7

7 Allen & Overy 12,578 5

8 J Sagar Associates 306 4

9 Linklaters 12,170 3

10 Luthra & Luthra Law Offices 3,751 3

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

League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - July 23, 2010)


1 Ernst & Young 554 10

2 ENAM Securities 541 8

3 Barclays Capital 14,005 6


5 HSBC 11,993 6

6 Deloitte 239 6

7 Avendus Capital 98 6


9 Standard Chartered 13,026 5

10 ICICI Bank 681 5


maRkET DaTa | capital markets >>

EquITy CapITal maRkETs TRaNsaCTIONs lIsT asia, inc Japan, ex australia & New Zealand27 June – 24 July

Issuerproceeds

(usDm) Issue date Currency Bookrunner(s) sector

HONGkONGGuotai Junan(Hong Kong)Ltd 226.5 06/29/10 HKD Hongkong & Shanghai Bank (HK); ICBC (Hong Kong); UBS (Hong Kong) FinancialsGlobal Bio-chem Tech Grp Co 89.3 07/08/10 HKD HSBC Holdings PLC Consumer StaplesChiho-Tiande Group Ltd 78 07/05/10 HKD CCB International Capital Ltd Materials

Adani Enterprises Ltd 848.2 07/21/10 INDUBS Securities Inc; DSP Merrill Lynch Ltd; Citibank NA (India); Enam Securities; ICICI Securities & Finance Co; IDFC-SSKI Ltd; Kotak Mahindra Capital Co; Morgan Stanley

Consumer Products and Services

INDIaIDFC 570.1 06/29/10 IND Credit Suisse; CLSA ECM; IIDFC; Morgan Stanley FinancialsGCPL 115.0 06/28/10 IND HSBC Investment Bank Asia Ltd; Kotak Mahindra Finance Ltd Consumer StaplesDhanalakshmi Bank Ltd 81.5 07/16/10 IND IDFC-SSKI Ltd; JM Financial Group FinancialsShiv-Vani Oil & Gas Explor 75.0 07/08/10 USD Jefferies International Ltd Energy and PowerHindustan Media Ventures Ltd 57.9 07/15/10 IND Edelweiss Capital; Kotak Mahindra Capital Co Media and EntertainmentINDONEsIaGolden Retailindo Tbk PT 1,363.1 06/28/10 IDR Dinamika Usahajaya RetailBank Jabar Banten Tbk PT 160.0 06/30/10 IDR PT BAHANA SECURITIES; PT CIMB Securities Indonesia FinancialsBank Eksekutif Intl Tbk PT 56.3 06/29/10 IDR Recapital Securities FinancialsIndopoly Swakarsa Industry PT 53.1 07/01/10 IDR PT OSK Nusadana Securities MaterialsJapaNMizuho Financial Group Inc 8,797.6 07/13/10 JPY Mizuho Securities Co Ltd; Nomura Securities FinancialsmalaysIaCMMT 246.4 07/08/10 MYR JPMorgan Securities (Malaysia); CIMB Investment Bank Bhd; Maybank Real EstateLafarge Malayan Cement Bhd 185.4 07/16/10 MYR RBS MaterialsTelekom Malaysia Bhd 180.8 07/21/10 MYR Nomura Singapore Ltd; Maybank Investment Bank Bhd TelecommunicationspHIlIppINEsSemirara Mining Corp 95.1 07/09/10 PHP BDO Capital Investment Corp MaterialskOREa

ChinHung International Inc 133.0 07/22/10 KRWWoori Invest & Sec Co Ltd; Shinhan Investment Corp; Korea Investment & Securities; Hyundai Securities Co Ltd; Dongyang Securities

Industrials

iMarketKorea Inc 113.5 07/19/10 KRW Mirae Asset Securities FinancialsTaIwaNTaiwan Mobile Co Ltd 60.5 07/02/10 TWD Goldman Sachs International Telecommunications

DEBT CapITal maRkETs TRaNsaCTIONs lIsT asia, inc Japan, ex australia & New Zealand27 June – 24 July

Issuer proceeds (usDm)

Issue date Currency Bookrunner(s) sector

HONGkONGBank of East Asia Ltd 445.7 07/09/10 USD Citi; JP Morgan FinancialsLi & Fung Ltd 363.5 07/09/10 USD Citi; HSBC Holdings PLC; JP Morgan Consumer Products and ServicesFPMH Finance Ltd 300 07/18/10 USD Credit Agricole CIB FinancialsHopewell Highway 203.6 07/07/10 CNY Bank of China Ltd IndustrialsBank of East Asia Ltd 150.2 07/19/10 USD Citi; JP Morgan FinancialsINDIa

State Bank of India-London 997.1 07/22/10 USDBanc of America Securities LLC; Citigroup Global Markets Inc; Deutsche Bank AG; HSBC Holdings PLC; RBS; UBS Investment Bank

Financials

Power Grid Corp of India Ltd 615.9 07/06/10 INRStandard Chartered Bk (India); ICICI Sec Primary Dealership; Darashaw & Co Ltd; Kotak Mahindra Bank Ltd; HSBC India; Axis Bank Ltd; Trust Investment Advisors; Almondz Global Securities Ltd; SBI Capital Markets Ltd; AK Capital Services Ltd; LKP Shares & Securities Ltd; ICICI Bank Ltd

Energy and Power

ICICI Bank Ltd - Hong Kong Br 500.0 07/08/10 USD Banc of America Securities LLC; Deutsche Bank (Singapore); HSBC Holdings PLC Financials

Rural Electrification Corp Ltd 425.4 07/07/10 INRStandard Chartered Bk (India); Yes Bank Ltd; Axis Bank Ltd; Barclays Bank PLC; Trust Investment Advisors; Almondz Global Securities Ltd; Deutsche Bank (India); ICICI Bank Ltd

Financials

Power Finance Corp Ltd 332.5 07/20/10 INR

Barclays Bank PLC; Axis Bank Ltd; ICICI Securities & Finance Co; Trust Investment Advisors; Almondz Global Securities Ltd; ICICI Bank Ltd; Kotak Mahindra Finance Ltd; LKP Merchant Financing; SPA Merchant Bankers; AK Capital Services Ltd; Yes Bank Ltd; Edelweiss Capital; Darashaw & Co Ltd; Sec Trading Corp of India; R.R. Financial Consultants; Deutsche Bank (India); Real Growth Projects Ltd; Standard Chartered Bk (India)

Financials

Indiabulls Finl Svcs Ltd 269.4 07/05/10 INR Axis Bank Ltd; AK Capital Services Ltd; ICICI Bank Ltd Financials

Power Finance Corp Ltd 236.3 07/02/10 INRBarclays Bank PLC; Standard Chartered Bk (India); AK Capital Services Ltd; Trust Investment Advisors; ICICI Bank Ltd; HSBC India; ICICI Sec Primary Dealership; Edelweiss Capital; Axis Bank Ltd; Deutsche Bank (India); Kotak Mahindra Bank Ltd; LKP Shares & Securities Ltd; Yes Bank Ltd

Financials

NABARD 139.0 07/05/10 INRUBS AG; Yes Bank Ltd; Axis Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; ING Vysya Bank; Barclays Bank PLC; ICICI Bank Ltd

Financials

NABARD 129.2 06/30/10 INRAxis Bank Ltd; Barclays Bank PLC; Deutsche Bank (India); Trust Investment Advisors; ICICI Sec Primary Dealership

Financials

Indian Bank 108.2 06/28/10 INR Yes Bank Ltd Financials

Union Bank of India 108.2 06/28/10 INRKotak Mahindra Finance Ltd; AK Capital Services Ltd; ICICI Sec Primary Dealership; Axis Bank Ltd; ICICI Bank Ltd

Financials

Bank of Baroda 107.7 06/30/10 INR AK Capital Services Ltd; Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; ING Vysya Bank FinancialsNational Housing Bank 107.2 07/12/10 INR ICICI Bank Ltd; ING Vysya Bank Financials

IFCI Ltd 107.1 07/14/10 INRTrust Investment Advisors; Almondz Global Securities Ltd; Axis Bank Ltd; Religare Capital Markets Ltd; BNK Capital Markets

Financials

HDFC 106.1 07/19/10 INR Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Kotak Mahindra Finance Ltd Financials

Export-Import Bank of India 100.0 07/07/10 INRAxis Bank Ltd; ICICI Sec Primary Dealership; Standard Chartered Bk (India); Taurus Finsec Pvt Ltd; Trust Investment Advisors

Financials

LIC Housing Finance Ltd 86.6 06/29/10 INR Axis Bank Ltd FinancialsLIC Housing Finance Ltd 74.7 07/08/10 INR Axis Bank Ltd FinancialsIDBI Bank Ltd 64.9 07/02/10 INR Barclays Bank PLC; Trust Investment Advisors; IDBI Capital Markets Services; ING Vysya Bank FinancialsBallarpur Industries Ltd 53.4 07/08/10 INR Yes Bank Ltd MaterialsExport-Import Bank of India 53.3 07/23/10 INR Trust Investment Advisors FinancialsINDONEsIaIndosat International Finance 646.6 07/22/10 USD Citigroup; DBS Bank Ltd; Deutsche Bank AG; HSBC Holdings PLC; RBS TelecommunicationsBerau Capital Resources PTE 350.0 06/30/10 USD Deutsche Bank (Singapore); Credit Suisse (Singapore) Ltd MaterialsTelkom 330.0 07/06/10 IDR PT BAHANA SECURITIES; PT Mandiri Sekuritas; Danareksa Sekuritas; Trimegah Securities Tbk PT TelecommunicationsIndonesia Eximbank 330.0 07/08/10 IDR PT BAHANA SECURITIES; PT Indo Premier Securities; Trimegah Securities Tbk PT FinancialsPerusahaanListrik Negara 275.0 07/08/10 IDR Danareksa Sekuritas; PT Mandiri Sekuritas; Trimegah Securities Tbk PT Energy and PowerSumitomo Mitsui Banking Corp 1,998.3 07/14/10 USD Barclays Capital; Citi; Goldman Sachs & Co; Credit Suisse FinancialsJapan Housing Finance Agency 1,316.6 07/23/10 JPY Daiwa Sec Capital Markets Government and AgenciesTAOT 2010-B 1,136.2 07/14/10 USD Deutsche Bank Securities Corp; BNP Paribas SA; RBS FinancialsMizuho Corporate Bank Ltd 1,131.3 07/14/10 JPY Mizuho Securities Co Ltd FinancialsSumitomo Mitsui Banking Corp 1,128.6 07/09/10 JPY Nikko Cordial Securities Inc FinancialsOrix Corp 1,025.7 07/02/10 JPY Mizuho Securities Co Ltd; Daiwa Sec Capital Markets FinancialsJapaNSumitomo Trust & Banking 571.9 07/15/10 JPY Daiwa Sec Capital Markets FinancialsBank of Tokyo-Mitsubishi UFJ 564.5 07/09/10 JPY Mitsubishi UFJ Morgan Stanley FinancialsSMBC's 21st RMBS 519.1 06/29/10 JPY Nikko Cordial Securities Inc FinancialsMitsubishi Corp 400.3 07/23/10 JPY Mitsubishi UFJ Morgan Stanley IndustrialsToyota Motor Credit Corp 362.6 07/02/10 AUD Citigroup Global Markets Inc FinancialsKintetsu Corp 344.7 07/22/10 JPY Nomura Securities IndustrialsKansai Electric Power Co Inc 343.1 07/15/10 JPY Mizuho Securities Co Ltd Energy and PowerNissan Financial Services 343.1 07/15/10 JPY Mizuho Securities Co Ltd FinancialsTokyo Electric Power Co Inc 342.0 07/07/10 JPY Mizuho Securities Co Ltd Energy and PowerJFM 338.4 07/13/10 JPY Daiwa Sec Capital Markets Government and AgenciesDongFeng Motor Co Ltd 295.4 07/14/10 CNY China Citic Bank; Industrial & Comm Bank China IndustrialsEast Nippon Expressway Co Ltd 287.5 07/21/10 JPY Mizuho Securities Co Ltd; Daiwa Sec Capital Markets IndustrialsJFM 285.9 07/23/10 JPY Mizuho Securities Co Ltd Government and AgenciesJFM 285.9 07/23/10 JPY Mizuho Securities Co Ltd Government and AgenciesSuntory Holdings Ltd 284.9 07/02/10 JPY Mitsubishi UFJ Morgan Stanley Consumer StaplesYamaguchi Financial Group Inc 282.0 07/13/10 JPY Daiwa Sec Capital Markets FinancialsOji Paper Co Ltd 230.0 07/21/10 JPY Mizuho Securities Co Ltd MaterialsOji Paper Co Ltd 230.0 07/21/10 JPY Nikko Cordial Securities Inc MaterialsOrix Corp 230.0 07/21/10 JPY Citigroup Global Markets Japan FinancialsJTEKT Corp 229.8 07/22/10 JPY Nikko Cordial Securities Inc IndustrialsNissan Financial Services 228.8 07/15/10 JPY Mizuho Securities Co Ltd FinancialsChubu Electric Power Co Inc 228 07/07/10 JPY Nomura Securities Energy and PowerTokyo Electric Power Co Inc 228 07/07/10 JPY Daiwa Sec Capital Markets Energy and Power


maRkET DaTa | capital markets >>

Metropolis of Tokyo 227.9 07/02/10 JPY Nomura Securities Government and AgenciesMetropolis of Tokyo 227.8 07/07/10 JPY Nomura Securities Government and AgenciesKanagawa Prefecture 225.8 07/09/10 JPY Mizuho Securities Co Ltd; Merrill Lynch Securities Co Government and AgenciesJFM 225.6 07/13/10 JPY Daiwa Sec Capital Markets Government and AgenciesYamaguchi Financial Group Inc 225.6 07/13/10 JPY Daiwa Sec Capital Markets; Tokai Tokyo Securities Co Ltd FinancialsToyota Motor Credit Corp 218.3 07/15/10 AUD Nomura International PLC FinancialsJapan Housing Finance Agency 201.4 07/08/10 JPY Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Merrill Lynch Securities Co Government and AgenciesGenesis Trust 2010 185.6 06/30/10 JPY Deutsche Securities Inc FinancialsJapan Housing Finance Agency 182.2 07/08/10 JPY Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Merrill Lynch Securities Co Government and AgenciesKansai International Airport 172.3 07/22/10 JPY Mizuho Securities Co Ltd IndustrialsKansai International Airport 172.3 07/22/10 JPY Mizuho Securities Co Ltd IndustrialsEast Japan Railway Co 169.3 07/09/10 JPY Nomura Securities; Mizuho Securities Co Ltd IndustrialsEast Japan Railway Co 169.3 07/09/10 JPY Nomura Securities; Mizuho Securities Co Ltd IndustrialsOdakyu Electric Railway Co Ltd 169.3 07/09/10 JPY Nikko Cordial Securities Inc IndustrialsCity of Yokohama 169.3 07/09/10 JPY Mizuho Securities Co Ltd; GSJCL Government and AgenciesJapan Housing Finance Agency 162.9 07/08/10 JPY Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Merrill Lynch Securities Co Government and AgenciesSapporo Holdings Ltd 135.3 07/13/10 JPY Mizuho Securities Co Ltd Consumer StaplesMitsui Fudosan Co Ltd 115.5 07/16/10 JPY Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Real EstateSumitomo Metal Industries Ltd 115.5 07/16/10 JPY Nikko Cordial Securities Inc MaterialsCity of Kawasaki 115.4 07/16/10 JPY Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets; Nomura Securities Government and AgenciesCity of Kitakyushu 115.4 07/16/10 JPY Mitsubishi UFJ Morgan Stanley; Nomura Securities Government and AgenciesSotetsu Holdings Inc 115.0 07/21/10 JPY Nikko Cordial Securities Inc IndustrialsSotetsu Holdings Inc 115.0 07/21/10 JPY Daiwa Sec Capital Markets IndustrialsKansai International Airport 114.9 07/22/10 JPY Mizuho Securities Co Ltd IndustrialsJFM 114.4 07/23/10 JPY Mitsubishi UFJ Morgan Stanley Government and AgenciesMichinoku Bank 114.4 07/23/10 JPY Nikko Cordial Securities Inc FinancialsMitsubishi Estate Co Ltd 114.4 07/23/10 JPY Nikko Cordial Securities Inc Real EstateChugoku Electric Power Co Inc 114.0 07/07/10 JPY Nomura Securities Energy and PowerSBI Holdings Inc 114.0 07/07/10 JPY Mizuho International plc FinancialsOrix Corp 114.0 07/02/10 JPY Daiwa Sec Capital Markets FinancialsSuntory Holdings Ltd 114.0 07/02/10 JPY Mitsubishi UFJ Morgan Stanley Consumer StaplesCity of Fukuoka 113.2 07/08/10 JPY Mizuho Securities Co Ltd; GSJCL; Nomura Securities Government and AgenciesJapan Real Estate Investment 113.1 07/14/10 JPY Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Real EstateNBB Ijarah 100.0 07/06/10 USD Kuwait Finance House(Malaysia) FinancialsNippon Accommodations Fund Inc 80.1 07/23/10 JPY Nomura Securities; Merrill Lynch Securities Co Real EstateTokyo Tomin Bank Ltd 68.6 07/15/10 JPY Mizuho Securities Co Ltd FinancialsToyota Motor Credit Corp 60.0 07/15/10 USD Nomura International PLC FinancialsITOCHU ENEX Co Ltd 57.5 07/21/10 JPY Nikko Cordial Securities Inc Energy and PowerITOCHU ENEX Co Ltd 57.5 07/21/10 JPY Nikko Cordial Securities Inc Energy and PowerFuji Oil Co Ltd 57.2 07/15/10 JPY Nomura Securities Consumer StaplesJFM 57.2 07/23/10 JPY Shinkin Securities Government and AgenciesJFM 57.2 07/23/10 JPY Daiwa Sec Capital Markets Government and AgenciesMonex Group Inc 57.0 07/05/10 JPY Mizuho International plc FinancialsmalaysIaAra Bintang Berhad 321.2 06/28/10 MYR AmInvestment Bank Bhd FinancialsSports Toto Malaysia Bhd 154.2 06/30/10 MYR AmInvestment Bank Bhd; Maybank Investment Bank Bhd Media and EntertainmentBank CIMB Niaga Tbk PT 151.8 07/08/10 IDR PT Mandiri Sekuritas; PT BAHANA SECURITIES; PT CIMB Securities Indonesia FinancialsSabah Development Bank Bhd 90.7 07/15/10 MYR CIMB Investment Bank Bhd; AmInvestment Bank Bhd FinancialspHIlIppINEsPLDT 54.1 07/13/10 PHP First Metro Investment Corp TelecommunicationsSmart Communications Inc 54.1 07/13/10 PHP First Metro Investment Corp TelecommunicationssINGapORETemasek Financial (I) Ltd 1,061.0 07/19/10 GBP Deutsche Bank AG; HSBC Holdings PLC; RBS; UBS Investment Bank FinancialsTemasek Financial (I) Ltd 729.1 07/22/10 SGD DBS Bank Ltd; Standard Chartered Bank (SG) FinancialsHousing & Development Board 361.1 06/28/10 SGD Deutsche Bank (Singapore) Government and AgenciesSingapore Airlines Ltd 356.6 06/29/10 SGD ANZ Singapore; DBS Bank Ltd; Oversea-Chinese Banking; United Overseas Bank Ltd IndustrialsSPIAA 167.5 07/07/10 CHF BNP Paribas (Suisse) SA; RBS Energy and PowerWBL Corp Ltd 72.8 07/15/10 SGD DBS Bank Ltd; Oversea-Chinese Banking RetailGoodpack Ltd 72.2 07/06/10 SGD Oversea-Chinese Banking; Standard Chartered Bank (SG) Industrials

Woori Bank 596.1 07/13/10 USDDeutsche Bank (Singapore); HSBC Holdings PLC; ING Bank NV; Bank of America Merrill Lynch; UBS AG; Woori Invest & Sec Co Ltd

Financials

Korea Housing Finance Corp 499.4 07/08/10 USD BNP Paribas SA; Standard Chartered Bank PLC FinancialsNongHyup 498.0 07/21/10 USD Credit Agricole CIB; Citi; ING; Morgan Stanley; RBS Financials

Industrial Bank of Korea 351.9 07/13/10 JPYBarclays Capital Japan; Merrill Lynch Securities Co; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Morgan Stanley MUFG

Financials

sOuTH kOREaWoori Bank 307.8 07/15/10 KRW Hana Daetoo Securities Co Ltd FinancialsWoori Bank 284.9 07/02/10 KRW Hana Daetoo Securities Co Ltd FinancialsHana Financial Group Inc 250.2 07/23/10 KRW SK Securities Co Ltd FinancialsWoori Bank 204.5 07/06/10 KRW Hana Daetoo Securities Co Ltd FinancialsKookmin Bank 192.1 07/09/10 KRW Bookook Securities Co Ltd FinancialsWoori Bank 191.4 07/16/10 KRW Hana Daetoo Securities Co Ltd FinancialsWoori Bank 190.7 07/20/10 KRW Hana Daetoo Securities Co Ltd FinancialsKookmin Bank 184.0 07/21/10 JPY Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; RBS Securities Japan Ltd; UBS Securities Japan Ltd FinancialsKookmin Bank 183.0 07/15/10 KRW E Trade Korea Co Ltd FinancialsKookmin Bank 179.3 07/01/10 KRW E Trade Korea Co Ltd FinancialsER the 1st Securitization 166.2 06/29/10 KRW Korea Development Bank FinancialsSK C&C Co Ltd 166.2 07/22/10 KRW Woori Invest & Sec Co Ltd; Shinhan Investment Corp High TechnologyWoori Bank 148.3 07/19/10 KRW Leading Invest & Securities Co FinancialsShinhan Bank 141.3 07/22/10 KRW Woori Invest & Sec Co Ltd FinancialsKookmin Bank 133.0 07/22/10 KRW Shinyoung Securities Co, Ltd FinancialsSKC Co Ltd 131.0 07/08/10 KRW Shinhan Investment Corp MaterialsKookmin Bank 130.9 07/05/10 KRW Hana Daetoo Securities Co Ltd FinancialsWoori Bank 124.7 07/12/10 KRW KB Invest & Sec FinancialsPyeongtaek Energy Service Co 122.7 07/05/10 KRW Daewoo Securities Co Ltd; Korea Development Bank Energy and PowerHyundai Capital Services Inc 109.4 07/23/10 MYR Standard Chartered Bk Malaysia FinancialsWoori Bank 99.9 07/22/10 MYR RHB Investment Bank Bhd; AmInvestment Bank Bhd FinancialsKookmin Bank 91.9 07/09/10 KRW Shinyoung Securities Co, Ltd FinancialsNew Challenge Kodit 2010 91.2 06/30/10 KRW Samsung Securities; Shinhan Investment Corp; Hanwha Securities Co; Daishin Securities Co Ltd FinancialsShinhan Bank 83.2 07/16/10 KRW Hana Daetoo Securities Co Ltd FinancialsDreamline 3rd Asset Sec 83.1 06/28/10 KRW Korea Development Bank FinancialsShinhan Bank 83.1 07/22/10 KRW KTB Securities Co Ltd FinancialsDoosan Mecatec Co Ltd 83.1 07/23/10 KRW Korea Development Bank; Korea Investment & Securities IndustrialsKookmin Bank 82.9 07/20/10 KRW Shinyoung Securities Co, Ltd FinancialsHyosung Corp 82.8 07/12/10 KRW Tong Yang Securities; Samsung Securities; KTB Securities Co Ltd Consumer StaplesHyundai Mobis Co Ltd 82.2 06/30/10 KRW KB Invest & Sec IndustrialsPosco Power Corp 80.0 07/02/10 USD KB Invest & Sec Energy and PowerKorea Securities Finance Corp 74.9 07/15/10 KRW Korea Investment & Securities FinancialsKDB Capital Corp 74.5 07/08/10 KRW Kyobo Securities Co Ltd FinancialsWoori Financial Co Ltd 65.9 07/19/10 KRW Korea Investment & Securities FinancialsHanjin Transportation Co Ltd 58.2 07/15/10 KRW Korea Investment & Securities; KB Invest & Sec IndustrialsDoosan Capital Co Ltd 58.2 07/12/10 KRW Hyundai Securities Co Ltd IndustrialsKorea Express Co Ltd 58.2 07/22/10 KRW Daewoo Securities Co Ltd IndustrialsKT Capital Corp 57.7 07/19/10 KRW Dongbu Securities Financials

Industrial Bank of Korea 57.5 07/13/10 JPYBarclays Capital Japan; Merrill Lynch Securities Co; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Morgan Stanley MUFG

Financials

SK Shipping Co Ltd(SK Group) 57.3 07/06/10 KRW Shinhan Investment Corp IndustrialsAju Capital Co Ltd 53.4 06/30/10 KRW KB Invest & Sec FinancialsShinhan Bank 50.1 07/08/10 SGD Standard Chartered Bank PLC FinancialsKorea Finance Corp 50.0 07/19/10 USD Credit Suisse FinancialsLotte Card Co Ltd 50.0 07/20/10 USD Korea Investment & Securities FinancialsDongbu Steel Co Ltd 49.9 07/14/10 KRW Tong Yang Securities; Korea Development Bank MaterialsTaIwaNTaipower 464.9 07/09/10 TWD KGI Securities (Taiwan) Energy and PowerCheng Shin Rubber Industry Co 124.3 07/21/10 TWD Capital Securities Corp IndustrialsNan Ya Plastics Corp 124.2 07/05/10 TWD Fubon Securities Co Ltd MaterialsE Sun Bank 77.7 07/05/10 TWD Yuanta Securities Co Ltd FinancialsTHaIlaNDPTTEP AIF 500.0 07/14/10 USD RBS Securities Inc; Credit Suisse Securities (USA) Energy and PowerThoresen Thai Agencies PLC 123.2 07/07/10 THB Siam Commercial Bank PLC IndustrialsQuality Houses PCL 77.0 07/07/10 THB Siam Commercial Bank PLC Real EstateCH Karnchang PCL 61.6 07/07/10 THB Siam Commercial Bank PLC IndustrialsBerli Jucker PCL 58.7 07/12/10 THB Siam Commercial Bank PLC Consumer Products and Services

http://www.cmlor.com.hk

http://www.michaelpage.com.hk

*Fee includes postage and handling to anywhere in the world. All subscriptions will not be fulfilled until the subscription fee is paid in full.

Please fax this form back to +852 2815 5225 or alternatively via email by contacting Michelle at [email protected]

name

job title company

address

tel fax e-mail

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

Partner Minter ellison

Published by Key Media Hong Kong Ltd. Unit 2706-2708, 118 Connaught Road West, Hong Kong

Transfer : Total payment USD Bank Name – The Hongkong and Shanghai Banking Corporation LtdBank Address – No.1, Queens Road Central, Central, Hong KongPayable to – Key Media Hong Kong LtdOur Bank A/C No. – 808-610760-001 | Switch Code – HSBCHKHHHKH

Method of payment: Cheque : Total payment USD payable to Key Media Hong Kong Ltd. Unit 2706-08, 27/F, 118 Connaught Road West, Hong Kong

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

Subscribe NOW !Please start my 12-month subscription to Asian Legal Business immediately

ALB North Asia ALB China Please invoice my company USD495*

http://www.michaelpage.com.hk

http://asia.legalbusinessonline.com/subscribe/magazine.aspx

STAY AHEAD OF THE NEXT CURVE, TOO.

ELITE 3E EMPOWERS YOU.Your firm has the talent to prosper in a new economy. Can your technology keep up?

Elite 3E® is the only financial and practice management software built on a 64-bit,

Microsoft® .NET framework to take you anywhere you want to go. Its innovative

design enables you to create your own processes, not adopt someone else’s. 3E is

up and running successfully in today’s leading firms. Firms like yours that stay

ahead of the curve.

Call +852 2147 3201 or email [email protected] to learn how

Elite 3E can empower your firm.

© 2010 Thomson Reuters L-359661/5-10

Thomson Reuters and the Kinesis logo are trademarks of Thomson Reuters.

L-359661_Sz_A.qxp 5/13/10 7:08 AM Page 1

http://www.thomsonreuters.com

IBA

2n

d A

sia P

aci

fic

Foru

m R

eg

ion

al

Co

nfe

ren

ce:

A

sia a

fter

the G

FC –

Lead

ing

th

e G

lob

al

Reco

very

International Bar Association

10th Floor, 1 Stephen Street, London W1T 1AT, United Kingdom

Tel: +44 (0)20 7691 6868 Fax: +44 (0)20 7691 6544

E-mail: [email protected]

Website: http://www.int-bar.org/conferences/conf302/

A conFErEncE prESEnTEd by ThE IbA ASIA pAcIFIc rEgIonAL ForUm

17–19 November 2010 Tokyo International Forum, Japan

This conference brings together experts from throughout the Asia Pacific region and beyond to discuss the

current opportunities, issues, risks and practical considerations for investors and others doing business in the

emerging and developed markets of the Asia Pacific region in the aftermath of the global financial crisis.

Topics include:

• post gFc: global regulatory reform and its impact on trade, investment and finance in the Asia pacific region

• Acquisitions, mergers and investments: evolving transaction structures and new legal and regulatory issues for

foreign investors throughout the Asia region

• Antitrust: new competition regimes and regulatory developments in Asia’s emerging markets

• Intellectual property: lessons on protection of Ip rights in Asia

• Arbitration and dispute resolution: new dispute resolution paradigms and issues in Asia

• corporate counsel: best practices regarding corporate governance and anti-corruption compliance in Asia

• Asian multinational companies and state-owned enterprises on the prowl: what are they buying, what are their

agendas, how are they affecting trade and investment in the region and globally?

• Law firm management: the response by and opportunities for growth for law firms in the aftermath of the global

financial crisis

• young lawyers: roundtable to discuss the impact of the financial crisis on the practices of young lawyers

Who should attend?

Those who are interested in international legal practice in or involving the Asia pacific region, whether in private

practice or in-house counsel, and whether located in the Asia pacific region or other markets around the world.

http://www.int-bar.org/conferences/conf902

asian legal business (north asia) aug 2010

Documents

liberalisation process

effects of liberalisation

tiered legal services

asias law

international law

ministry of law

particular hong kong

decades time