november/december 2014 -...

ASEAN | CHINA | MIDDLE EAST

ForewordWhat’s New at WongPartnershipWongPartnership in the SpotlightAwards & AccoladesConferences & SeminarsWongPartnership in the CommunityLegal UpdatesContact DetailsOur Offices

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NOVEMBER/DECEMBER 2014

MCI (P) 008/08/2014NEWS

Lead Partners of our Indonesian team L-R: Irfan Ghazali, Mark Choy, Ng Wai King, Yozua Makes and Manoj Pillay Sandrasegara

02 | WongPartnership 2014 WongPartnership 2014 | 03

SENIOR PARTNER’SFOREWORD

As 2014 comes to a close, I am pleased to report a strong finish to yet another year of progress.

Following the announcement of our strategic alliance with boutique Malaysian law firm, Foong & Partners, last November and the opening of WongPartnership’s Myanmar office in June this year, we took another step to strengthen our footprint in South East Asia, this time in Indonesia. This took the form of another strategic alliance with top Indonesian law firm, Makes & Partners, who had won the prestigious IFLR Asia Awards of “National Law Firm of the Year” (2014) for Indonesia. This made Indonesia the sixth country in our network of offices and associate firms spanning ASEAN, China and Middle East.

Our network of offices and associate firms are made up of like-minded lawyers who embody the core values of the WongPartnership brand – being challengers by nature, doing right by our clients, employing the best to be the best and building relationships that last. These timeless values have contributed to the growth of WongPartnership, a leading law firm with close to 300 lawyers.

Building a talented team would not be possible without the contributions of the representatives from half the population, namely our female colleagues. In that connection, I am proud to announce that WongPartnership won “Corporate of the Year” at the AWARE Awards 2014 for its efforts in the advocacy for workplace diversity (AWARE is Singapore’s primary gender equality advocacy group). I would like to congratulate our Joint Managing Partner, Rachel Eng, for being recognised as “Her World Woman of the Year”. Organised by Her World magazine, the award honours Singaporean women who have made a positive impact on the community through their selfless dedication and unflagging spirit. I would also like to congratulate our Partners, Susan Wong, Joy Tan and Koh Swee Yen, for clinching individual awards at the Euromoney Legal Media Group Asia Women in Business Law Awards 2014. The various awards signify recognition of our efforts to build the best team possible, without regard to gender bias.

At WongPartnership, we believe in giving back to the society. Our dedication to community work has never faltered and we continued to engage ourselves in numerous community initiatives this year. On top of our support for charitable organisations, we have, amongst others, been presented with a Certificate of Appreciation for being an active volunteer of community legal clinics since 2007. For the 11th consecutive year, our team of sports men and women participated in Singapore Exchange’s SGX Bull Charge, where we completed a 5km charity run around the scenic Marina Bay area.

Another notable initiative is a project entitled “50 for 50”, a SG50 charity project led by Swee Yen. She was one of the 50 Gen-Y youths who took up the challenge in a charity drive launched by non-profit organisation, The Social Co, to raise funds for charities that they feel strongly about. Through these efforts, we hope to imbue in all our lawyers, a sense of public service amidst the demands of legal practice.

As the New Year dawns, I would like to thank you, our clients, for a great year and wish you a successful and happy 2015!

Sincerely

Alvin Yeo, Senior CounselSenior Partner

WHAT’S NEW ATWONGPARTNERSHIP

Sixth country in its network spanning ASEAN, China and Middle East

WongPartnership has forged yet another strategic alliance in the region. This time it is with a top Indonesian law firm, Makes & Partners. The latest alliance expands the footprint of both firms into two of the most dynamic markets in Asia, enhancing the legal service with combined experience, expertise and regional capabilities.

For over 20 years, Makes & Partners has built a reputation respected in the investment community for its strong mergers & acquisitions, capital markets, foreign investments, banking and restructuring and insolvency expertise. Headed by Founder and Managing Partner, Yozua Makes, the team features senior partners Iwan Setiawan, Irfan Ghazali and Fransisca.

“With the great investor interest in Indonesia’s dynamic market, WongPartnership has been acting in an increasing number of cross-border deals and we are excited to collaborate with a high-quality, like-minded firm on these complex matters,” said Senior Partner, Alvin Yeo, Senior Counsel at WongPartnership.

“Our lawyers have worked alongside Makes & Partners on transactions, including Aberdeen Asset Management Asia Limited’s proposed acquisition of a stake in PT NISP Asset

Management. We found a shared ethos of delivering unstinting high-quality service to our clients. Our alliance with Makes & Partners will enable us to leverage on their Indonesian law capability to serve our clients in the ASEAN region, whilst allowing their clients access to our regional expertise in China, Middle East and the rest of ASEAN.”

“With ever increasing cross-border trade, Makes & Partners is excited to share and tap on the expertise that our alliance with WongPartnership will bring,” said Yozua.

“Many investors are interested in Indonesia and likewise, many Indonesian corporates are also interested in expanding into the region, especially with the advent of the ASEAN Economic Community in 2015. We look forward to building on our close working relationships to tap on the flourishing business environment.”

WongPartnership is consistently top ranked in Asia by independent benchmarking publications, handling the largest and most complex transactions in the region. Its alliance with Makes & Partners both complement and strengthen WongPartnership’s current pan-Asian offering, enabling the Firm to provide clients with a powerful combination of international and local experience, know-how and on-the-ground resource.

WONGPARTNERSHIP ADDS INDONESIA TO ITS NETWORK

L-R: Ng Wai King and Yozua Makes



Based in Jakarta, Makes & Partners has over 30 lawyers. It focusses on high-end mergers & acquisitions, capital markets, foreign investments, banking and restructuring and insolvency deals. These include the US$1.3 billion listing of Matahari Department Store, S$691.4 million acquisition of eight malls by Lippo Malls Indonesia Retail Trust, US$5 billion financing for state-owned nickel company Antam and the US$235 million debt refinancing of one of the biggest pulp producers in Indonesia. Makes & Partners alone advised some one-third of the capital markets deals registered on the Indonesia Stock Exchange in 2012.

ABOUT MAKES & PARTNERS

“National Law Firm of the Year” in IndonesiaIFLR Asia Awards, 2014

“Boutique Law Firm of the Year” in Indonesia ALB Indonesia Law Awards, 2014 “Best Corporate and Finance Law Firm” in Indonesia IAIR Legal Awards, 2014 Highly Recommended Firm for Banking & Finance, Capital Markets, Corporate/M&A and Restructuring & Insolvency in Indonesia Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2015 Ranked as a top tier firm for Capital Markets and M&A in Indonesia

Recommended firm for Banking, Restructuring & Insolvency and Project Finance in Indonesia

“Though Makes & Partners is considered a boutique firm, it boasts standout offerings across financial and corporate.” IFLR1000: Financial & Corporate – The Guide to the World’s Leading Financial Law Firms, 2015 Ranked as a top tier firm for Capital Markets in IndonesiaRecommended firm for Banking and Finance, Corporate and M&A, Projects and Energy and Restructuring & Insolvency in Indonesia The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2015

Ranked as a leading law firm for Banking & Finance, Capital Markets and Corporate/M&A in Indonesia Chambers Asia Pacific – Asia Pacific’s Leading Lawyers for Business, 2014 Ranked as a leading law firm for Capital Markets in Indonesia Chambers Global – The World’s Leading Lawyers for Business, 2014 Recommended firm for Energy and Infrastructure in IndonesiaIFLR1000 / Petroleum Economist: Energy and Infrastructure Guide, 2014

To celebrate the alliance between WongPartnership and Makes & Partners, we led an informative discussion on Indonesia’s investment prospects in the post-election climate on 14 August 2014. Over 60 delegates attended the networking event.

Yozua Makes, Founder and Managing Partner of Makes & Partners, shared his perspective on the current issues facing foreign investors after President Joko Widodo emerged as the nation’s new leader. He also outlined the economic and legal landscape as well as the business and investment opportunities in the country.

The evening saw many professionals from top-notch organisations that have keen interests in the rising nation. Senior Partner, Alvin Yeo, Senior Counsel also took this opportunity to formally announce the launch of our strategic alliance with Makes & Partners.

Makes & Partners also officially introduced the strategic alliance at a cocktail event held in conjunction with Makes & Partners’ 21st anniversary on 17 September 2014 at the Grand Hyatt Jakarta.

Group shot of the WongPartnership and Makes & Partners teams at Makes & Partners’ 21st anniversary cocktail event


1. What is most memorable from your first meeting with Yozua Makes, Founder and Managing Partner of Makes & Partners?

Pak Yozua and his team were introduced to us by a happy client, an extremely valuable compliment for any lawyer.

We know that Makes & Partners has built impeccable credentials as a legal visionary in Indonesia. In just over two decades, the Firm has established itself as a highly-respected adviser known among the top corporate heads in Indonesia and major international clients. Its reputation in high-end advisory is well known in mergers and acquisitions, capital markets, foreign investments, banking and restructuring and insolvency work. We were naturally attracted to work together, with our overlapping expertise. 2. What are the characteristics and specialties of Makes & Partners that differentiate the Firm from the others?

Since the initial introduction, our lawyers have worked alongside Makes & Partners on a number of deals. We share a common philosophy in providing clients with high-quality advice and timely response. Clients of both firms value us for not just legal drafting but strategic insights into the legal/commercial issues. Our goal is to help our client succeed and our styles and approach are very similar from that perspective.

3. What is the main reason WongPartnership wanted to form a strategic alliance with Makes & Partners?

WongPartnership’s strategic alliance with Makes & Partners is an integral step in our regional strategy; that is to position WongPartnership and our alliance partners as a legal powerhouse in the region synonymous with providing unstinting high-quality service to clients. Our alliance with Makes & Partners creates a seventh office in our network of overseas offices, spanning China and Middle East. As our clients invest in the region, we have seen an increase in the number of cross-border deals and intra-ASEAN transactions. The strategic alliance with Makes & Partners will also put both firms in good stead in advising clients when the ASEAN Economic Community moves to help integrate our region economically, socially and politically. Just as our clients trust us, we need to partner with fellow advisers we can trust and work with on our clients’ important investments. Our alliance with Makes & Partners is a reflection of the strong level of trust and reliance on each other.

A Q&A SESSION WITH ALVIN YEO, SENIOR COUNSEL

4. What do you hope for Makes & Partners in the future?

We look forward to collaborating with them more as business opportunities flourish in our thriving region. A successful Makes & Partners in a stronger Indonesian economy will augur well for the alliance.


WONGPARTNERSHIPIN THE SPOTLIGHT

WONGPARTNERSHIP CLINCHED INDIVIDUAL AWARDS AT THE ASIA WOMEN IN BUSINESS LAW AWARDS

13 November 2014 – The best female in-house and private practitioners from across the region gathered at the JW Marriott in Hong Kong to celebrate the outstanding performance of women in the legal profession at the fourth Euromoney Legal Media Group Asia Women in Business Law Awards. The awards recognise law firms that have implemented female-friendly working practices, and women leading the field in practice areas across Asia. Partners, Susan Wong and Joy Tan, emerged as the best lawyers in their respective areas of practice, Banking and Finance and Corporate Governance. Partner, Koh Swee Yen, was identified as a rising star for Litigation.

Susan Wong leads the Firm’s Financial Services Group which encompasses four practices, Asset Management & Funds, Banking & Finance, Capital Markets and Financial Services Regulatory. She also heads the Banking & Finance Practice and has almost 30 years of experience advising on a wide range of loan and other debt-related transactions, both locally and internationally; these include project, asset and asset-backed financing, financing relating to takeover offers, syndicated and club loans, cross-border financing, risk and funded sub-participations, securitisations, sale of loans and receivables, and security arrangements and documentation. Her clients include domestic and foreign banks, financial institutions and major corporates. Susan is recognised as a leading practitioner in major legal directories, including Chambers Global – The World’s Leading Lawyers for Business, Chambers Asia Pacific – Asia Pacific’s Leading Lawyers for Business, IFLR1000 – The Guide to the World’s Leading Financial Law Firms, The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, Best Lawyers, Who’s Who Legal: The International Who’s Who of Banking Lawyers and Who’s Who Legal: Singapore. In 2012, she was named Best Lawyers’ Singapore Banking “Lawyer of the Year” and “Best Lawyer in Singapore” at World Finance’s Legal Awards. Susan is an editorial board member of the Butterworths Journal of International Banking & Financial Law. Susan graduated from the National University of Singapore and is admitted to the Singapore Bar.

Susan Wong

Alvin Yeo, Senior Counsel, presenting a token to Yozua Makes at Makes & Partners’ 21st anniversary cocktail event



Joy Tan is the Deputy Head of the Firm’s Commercial & Corporate Disputes Practice and jointly heads the Corporate Governance & Compliance and the Financial Services Regulatory practices. She is also a Partner in the Employment Practice. Her main practice areas are banking, corporate and commercial dispute resolution, and contentious investigations. Joy regularly advises on corporate governance and financial services regulatory matters under the Companies Act, Securities and Futures Act and other regulatory statutes, including in relation to corporate fraud, anti-money laundering issues and insider trading.

Joy is identified as one of the “Local Disputes Stars” in Benchmark Asia Pacific – The Definitive Guide to the Leading Disputes Firms and Lawyers in the Region 2014 and is listed as a leading lawyer for Employment in Singapore by The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession since 2011. She is also recognised for Corporate Governance work in Singapore by PLC Which Lawyer – Directors’ Duties and Liabilities since 2006.

Joy graduated with First Class Honours from Cambridge University. In 1992, she was awarded the UK Council of Legal Education Prize at the Non-Vocational Bar Exam. Joy is admitted to both the English Bar and the Singapore Bar. She joined the Singapore Legal Service as a Justices’ Law Clerk with the Singapore Supreme Court before entering private practice. She is a Panel Member of The Law Society Disciplinary Tribunals appointed by The Honourable Chief Justice under the Legal Profession Act and was a Member of the 1999 Rules of Court Working Party (sub-committee of the Law Reform Committee).

Joy Tan

Koh Swee Yen is a Partner in the Commercial & Corporate Disputes Practice. She has an active practice as counsel in complex litigation before the High Court and Court of Appeal and in international arbitrations administered by various institutions, including ICSID, ICC, ICDR and the SIAC. Her practice encompasses a wide spectrum of matters from corporate and commercial to banking, fraud, trust, energy, international sales and investment disputes.

Swee Yen graduated with First Class Honours from the National University of Singapore. She was awarded the Singapore Academy of Law prize for being the top student in her final year, and won subject prizes for Evidence and Procedure and Intellectual Property Law.

Swee Yen served as a Justices’ Law Clerk to the Chief Justice of Singapore before entering private practice. While in practice, she has received appointments as Law Clerk to assist the Competition Appeal Board, and was selected to be placed on the Supreme Court’s Young Amicus Curiae 2009/2010 list. Swee Yen was also recently appointed as the co-chair of YSIAC Committee, and is a member of the Steering Committee of IBA Arb40.

Koh Swee Yen

JOINT MANAGING PARTNER, RACHEL ENG, CROWNED HER WORLD WOMAN OF THE YEAR

17 October 2014 – Joint Managing Partner, Rachel Eng, one of Singapore’s leading corporate lawyers and a mother of three, was presented “Her World Woman of the Year” in an award ceremony held at the Shangri-La Singapore.

Rachel was the first woman in Singapore to be named Managing Partner of a leading law firm in 2010. She was also the first woman to be honoured as “Managing Partner of the Year” at ALB South East Asia Law Awards in 2011. In 2013, she bagged the award again and became the first person in history to win the award twice.

“She has focus and tenacity; a real go-getter,” said Partner, Gail Ong, in an interview with Her World. “If anyone can make a project a success, it’s her.”

Rachel actively participates in the initiatives for the advocacy for women in workforce, talent development and gender diversity. Under her watch, WongPartnership consecutively bagged national awards at the Euromoney Legal Media Group

L-R: Gail Ong, Rachel Eng and Joy TanRachel Eng © Her World SPH Magazines Pte. Ltd., reproduced with permission

“As a career woman in a demanding profession, I know that it would not be possible for me to also aim to be a perfect wife, a perfect mum, a perfect cook, and a perfect home tutor all at the same time… It’s about doing the job well and being very good at what I do. That keeps me going every day.”

- Rachel Eng, in an interview with Her World

Asia Women in Business Law Awards from 2011 to 2013, including “Best National Firm for Women in Singapore”, “Best Firm in Singapore”, “Best National Firm for Talent Management”, “Best National Firm for Work-Life Balance” and “Best National Firm for Mentoring Programme”.



TOP LAW FIRM HAILED CORPORATE OF THE YEAR BY AWARE

25 August 2014 – Recognising the constant efforts for the advocacy for gender diversity, WongPartnership was awarded “Corporate of the Year” at the annual AWARE Awards held at the Regent Hotel, in conjunction with AWARE’s annual fundraiser, The Crystal Ball 2014.

AWARE or Association of Women for Action and Research is a gender equality advocacy group in Singapore. Established in 2011, the annual AWARE Awards celebrate the work of individuals and organisations that have promoted gender equality in Singapore.

“… Our Firm did not set a target to achieve gender diversity, yet by creating a culture that recognises and accepts that our talents, including female talents, may need special support during certain period of their lives, we were able to create a culture that is conducive for our talents to thrive. We did not put ourselves up for consideration for AWARE’s award, so we feel gratified that the message that the Firm has such a culture became known to others in the market.”

- Rachel Eng

AWARDS &ACCOLADES

IFLR1000: Financial & Corporate – The Guide to the World’s Leading Financial Law Firms, 2015

Ranked as a Top Tier Firm in the following areas:Singapore: Banking Singapore: Capital MarketsSingapore: M&ASingapore: Restructuring & Insolvency China: Banking - Foreign FirmsChina: M&A - Foreign Firms United Arab Emirates: M&A

IFLR1000 / Petroleum Economist: Energy and Infrastructure Guide, 2014

Highly Recommended Firm for Energy and Infrastructure

Ranked:Singapore: Banking & Finance Singapore: Capital MarketsSingapore: Corporate and M&A Singapore: Dispute ResolutionSingapore: EmploymentSingapore: International ArbitrationSingapore: Intellectual PropertySingapore: Projects & EnergySingapore: Real Estate & ConstructionSingapore: Restructuring & InsolvencySingapore: TaxSingapore: Technology, Media & Telecommunications (TMT) China: Foreign Firms: Real Estate China: Foreign Firms: Intellectual Property

The Legal 500: Asia Pacific – The Client’s Guide to the Asia Pacific Legal Profession, 2015

World Tax, 2015

Recommended Firm for Tax

The Firm was recognised for “breaking the glass ceiling for women in senior management” – women make up 43% of its Executive Committee and the first of The Big Four law firms in Singapore to have appointed a female managing partner in 2010.

The judges were also persuaded by WongPartnership’s initiatives such as flexi-work options for both lawyers and staff, helping them maintain a healthy work-life balance, and regular mentoring and feedback opportunities.

“A culture that encourages diversity and supports family, and an exceptionally high representation of women in senior management makes WongPartnership a true leader in workplace diversity,” said AWARE in its press release.


FinanceAsia Achievement Award, 2014

“Best Singapore Deal” Frasers Centrepoint’s US$2.4 billion acquisition of Australand Property Group.

“Best Local Currency Bond”Olam International’s S$400 million bond.

“Best Private Equity Deal”Blackstone’s US$634 million acquisition of Pactera Technology.

ALB’s M&A Rankings, 2014

Tier 1 in Singapore (Domestic)

Asian-Mena Counsel Firms of the Year, 2014

“Most Responsive Domestic Firm of the Year”

WongPartnership is voted Most Responsive Firm in Singapore based on an annual survey, Representing Corporate Asia & Middle East, handed to in-house counsel across 11 jurisdictions.

Highly Recommended Firm in the following areas:Singapore: Banking & FinanceSingapore: Capital MarketsSingapore: Competition & AntitrustSingapore: Construction & Real EstateSingapore: Corporate/M&ASingapore: Dispute ResolutionSingapore: Energy & Natural ResourcesSingapore: Financial Services RegulatorySingapore: Intellectual PropertySingapore: Investment FundsSingapore: IT, Telco & MediaSingapore: Labour & EmploymentSingapore: Project FinanceSingapore: Restructuring & InsolvencySingapore: TaxChina: Capital MarketsChina: Corporate/M&AChina: Project Finance

Asialaw Profiles – The Guide to Asia-Pacific’s Leading Domestic Law Firms, 2015

AWARDS &ACCOLADES

THE COMPANIES (AMENDMENT) ACT 2014 – WHAT NOW?

14 November 2014 – In light of the recent passing of the Companies (Amendment) Bill 2014 in Parliament on 8 October 2014, WongPartnership hosted a client seminar where Partners, Andrew Ang and Annabelle Yip, shared with the audience the key changes affecting both listed and private companies. The presentation specifically detailed the impact on CEOs, directors, shareholder rights, general meetings, shares and share capital, corporate transactions, takeovers and schemes of arrangement, amalgamating, company administration, accounts and audit.

ASSOCIATION OF CERTIFIED ANTI-MONEYLAUNDERING SPECIALISTS (“ACAMS”) SINGAPORE CHAPTER TRAINING & NETWORKING EVENT

21 October 2014 – In support of ACAMS Singapore, WongPartnership hosted an evening networking event for the ACAMS Chapter members. A presentation on U.S. Sanctions was conducted by Peter E. Harrell, Deputy Assistant Secretary – Counter Threat Finance and Sanctions, Bureau of Economic and Business Affairs of the U.S. Department of State. Partner, Andrew Chow, co-chair of the Singapore chapter, also facilitated the Q&A session during the event.

CONFERENCES &SEMINARS

SUCCESSFUL FUNDRAISING IN THE “NEW NORMAL” – HOW PRIVATE FUND SPONSORS ARE ADDRESSING KEY ISSUES WITH INVESTORS

16 October 2014 – WongPartnership and Weil, Gotshal & Manges LLP’s Hong Kong office jointly organised a seminar for a group of funds specialists. Speakers, Albert Cho, John Fadely and Head of WongPartnership’s Asset Management & Funds Practice, Low Kah Keong, addressed key challenges facing fund sponsors as well as how these challenges can be overcome to achieve successful fundraisings changes.

Low Kah Keong (extreme right) sharing his insights

Ng Wai King delivering the opening address

Andrew Chow facilitating the Q&A session


CONFERENCES &SEMINARS

SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“SIAC”) TRAINING VIDEO WORKSHOP

16 October 2014 – Aimed to elucidate international arbitration, the SIAC organised a training session to provide practical guide to all the key aspects of international arbitration. WongPartnership’s Senior Partner, Alvin Yeo, Senior Counsel, was invited to moderate the panel “Managing an International Arbitration Efficiently” in Tokyo, Japan, and discussed how an arbitral tribunal manages an international arbitration under the SIAC Rules to ensure its efficiency. Partners, Wendy Lin as well as Chou Sean Yu, also spoke at two separate occasions in Manila, Philippines on 2 October 2014 and Jakarta, Indonesia on 21 August 2014 respectively.

HONG KONG INTERNATIONAL ARBITRATION CENTRE (“HKIAC”) ROAD SHOW – NEW RULES AND RECENT PRACTICE

22 September 2014 – In support of the HKIAC Road Show, WongPartnership hosted an evening cocktail for the delegates of the HKIAC. The session also featured a panel exploring the topical issues in arbitration as well as a mock arbitration conducted under the new 2013 HKIAC Administered Arbitration Rules before the cocktail.

INTERNATIONAL CHAMBER OF COMMERCE YOUNG ARBITRATION FORUM (“ICC YAF”) REGIONAL ASIA CONFERENCE

19 September 2014 – As co-sponsor for the ICC YAF Regional Asia Conference, WongPartnership hosted a full-day conference which gathered renowned arbitrators, member of the Secretariat of the ICC International Court of Arbitration and arbitration practitioners from across and beyond Asia. The conference showcased the stars and rising stars of international arbitration in Asia and discussed on the key issues that may affect the future of international arbitration.

Chou Sean Yu

Alvin Yeo, Senior Counsel (extreme left) with fellow panellists*

Wendy Lin speaking at the Manila workshop*

*Photos courtesy of Hirofumi Kudoh (top) and Nelwin Uy (bottom)

Partners taking a group shot with the representatives of HKIAC

Smitha Menon (right)

SINGAPORE VENTURE CAPITAL & PRIVATE EQUITY ASSOCIATION (“SVCA”) WORKSHOP – DEAL-MAKING: THE INS AND OUTS

18 September 2014 – As an avid player in the private equity scene, WongPartnership, together with SVCA, conducted an afternoon session comprising case studies and panel discussions designed to be an interactive and discursive session to discuss the potential issues that may arise from a transaction.

AN OVERVIEW – GUIDEBOOK FOR AUDIT COMMITTEES 2014

2 September 2014 – In conjunction with the launch of the second edition of the Guidebook for Audit Committee (“Guidebook”) by the Monetary Authority of Singapore (“MAS”), the Accounting and Corporate Regulatory Authority (“ACRA”) and the Singapore Exchange (“SGX”), WongPartnership hosted a client seminar and Partners, Annabelle Yip, Vivien Yui and Joy Tan, discussed and highlighted the updates of the new Guidebook, which took into account the Code of Corporate Governance 2012. The Guidebook also included new and updated case studies, best practices and guidance on new areas of concern to audit committees as well as the developments in global and local corporate governance landscape.

Notably, the review of the Guidebook was conducted by a Work Group comprising industry practitioners and stakeholders. The Work Group received support from secretariat staff from the MAS, ACRA and SGX, and resource support from WongPartnership, KPMG and PricewaterhouseCoopers.

Long Chee Shan leading the workshop

Gerry Gan

THE PROVISIONS ON ADMINISTRATION OF FOREIGN EXCHANGE FOR CROSS-BORDER SECURITY ISSUED BY STATE ADMINISTRATION OF FOREIGN EXCHANGE (“SAFE”), PRC

16 July 2014 – In light of the promulgating of the Provisions on Administration of Foreign Exchange for Cross-Border Security by SAFE, PRC, Joint Heads of WongPartnership’s China Practice, Joseph He and Gerry Gan, and Partner, Miao Miao, shared their perspectives on how these new guidelines impact businesses in the PRC today.

L-R: Vivien Yui, Annabelle Yip and Joy Tan


WONGPARTNERSHIPIN THE COMMUNITY

3RD ANNUAL ASIA PRO BONO CONFERENCE 2014

STANDARD CHARTERED MARATHON SINGAPORE 2014 – EKIDEN CATEGORY

2 to 4 October 2014 – Building on the successful conference in Vietnam last year, the 3rd Annual Asia Pro Bono Conference, organised by the Law Society of Singapore and Bridge Across Borders Southeast Asia Community Legal Education Initiatives, was held in Singapore and showcased a series of keynote speeches, panel discussions and interactive workshops.

Partner, Jeffrey Lim, was one of the panellists for the session titled “Clearing-house System”, which explored various case studies on effective clearing-house systems. Amidst the demands of commercial practice in his capacity as Partner of the Intellectual Property, Technology & Media, Telecommunications and Data Protection practices; Jeffrey assisted in various pro bono projects and spoke on topics relating to the provision of pro bono legal support. He currently serves as Chairman of the Law Society’s Project Law Help Committee as well as other committees.

In addition to Jeffrey, Ang Jian Kai, Associate of the Commercial & Corporate Disputes Practice, also spoke at one of the breakout sessions in relation to the introduction of pro bono to freshmen via orientation activities in universities. As a student at the National University of Singapore (“NUS”), Jian Kai was the President of the NUS Pro Bono Group. Prior to this appointment, he was the Chairperson for the Freshmen for Pro Bono in 2010 where he spearheaded various events and projects including Legal Clinics, Legal Awareness Workshops @ Northlight and Jacob Ballas Charity Event.

Jeffrey Lim

Ang Jian Kai

SGX BULL CHARGE

14 November 2014 – For the 11th consecutive year, WongPartnership lawyers participated in the annual SGX Bull Charge, organised by the Singapore Exchange. According to its website (https://bullcharge.sgx.com/about.shtml), the SGX Bull Charge is the only corporate charity run that brings the financial industry and all SGX-listed companies together for a common cause – to empower communities through financial literacy and promote sustainable societies. We are proud to be part of this fundraising effort.

27 September 2014 – A team of enthusiastic futsal players represented WongPartnership in the second Charity Futsal Challenge for the SGX Bull Charge. The funds raised at the events went to the beneficiaries including Asian Women’s Welfare Association, Fei Yue Community Services, Autism Association and Shared Services for Charities.

7 December 2014 – A group of lawyers from WongPartnership’s Equity Capital Markets Practice dedicated their run for a special cause in this year’s Standard Chartered Marathon Singapore through their participation in the Ekiden category. The lawyers, consisting of two teams of six participants each, completed the full marathon course of 42.125km in a relay format and raised funds for the Apex Day Rehabilitation Centre for the Elderly, as part of the “Run for Good Charity Programme”.

WongPartnership participants all ready to run for a good cause

Representatives from WongPartnership50 FOR 50 – A SG50 CHARITY PROJECT

16 September 2014 – Partner, Koh Swee Yen, together with 49 other Gen-Y youths, took up the challenge in a charity drive launched by non-profit organisation, The Social Co, to raise funds for charities that they feel strongly about. The initiative is called “50 for 50”, in celebration of Singapore’s 50th anniversary next year.

She chose to support the Alzheimer’s Disease Association as she felt that there was a lack of public awareness of the medical (and legal) issues that affect elderly persons who have dementia. She reached out to her business contacts, colleagues, family and friends to garner donations. The total sum raised will be matched under the Care-and-Share match funding programme dollar-for-dollar, bringing the amount to four times of what the changemakers have raised. Koh Swee Yen*

*Photo courtesy of Yew Jia Jun

VOLUNTEERING WITH COMMUNITY LEGAL CLINICS – CERTIFICATE OF APPRECIATION

12 September 2014 – WongPartnership was presented with a Certificate of Appreciation for being an active volunteer of community legal clinics since 2007. The certificate was presented during the signing of a Memorandum of Understanding for the establishment of the Community Legal Pro Bono Services Network, an expanded collaboration between the five Community Development Councils and the Law Society of Singapore to form an island wide network of legal clinics to meet growing demand for legal clinics among low-income residents. Smitha Menon (centre) receiving the Certificate of Appreciation on behalf

of the Firm


LEGALUPDATES

WongPartnership provides in-depth analysis on the potential implications of new legislations and case judgements as a value-added service to clients.

To access the full articles, please visit wongpartnership.com.

7 NOVEMBER: CASEWATCHCaseWatch: (1) Reserve Powers of Management May Devolve to Shareholders When Board is Deadlocked

CaseWatch: (2) Arbitral Award Held Enforceable Despite Applicant’s Failure to File Expert Witness Statement

4 NOVEMBER: LEGISWATCHSGX Introduces a New Regulatory Framework for Secondary Listings

29 OCTOBER: CHINAWATCHRange of Business Sectors Where Foreign Investment is Permitted in the PFTZ Increased

27 OCTOBER: ARTICLETypes of Investment Instruments

17 OCTOBER: LEGISWATCHMAS Proposes Enhancements to the Regulatory Regime Governing REITs and REIT Managers

15 OCTOBER: LEGISWATCHSGX Issues Two New Consultation Papers

8 SEPTEMBER: LEGISWATCHMOF and ACRA Issues Response to Feedback on the Companies (Amendment) Bill

NOVEMBER OCTOBER SEPTEMBER

19 SEPTEMBER: LAWWATCHIssue 7 of 2014Featuring WongPartnership’s transactions and matters as well as analysis on recent notable cases

13 NOVEMBER: LEGISWATCHTrade Reporting for FX Derivatives Contracts to Commence on 1 May 2015

11 SEPTEMBER: LEGISWATCHMAS Proposes Changes to Outsourcing Regulatory Regime

3 SEPTEMBER: LEGISWATCHLaunch of the ASEAN CIS Framework for Cross-Border CIS Offers

20 NOVEMBER: LAWWATCHLawWatch: Financial Services Edition 3Timely updates on legislation and regulations, laws and consultation papers

26 NOVEMBER: LAWWATCHLawWatch: Issue 8 of 2014Featuring WongPartnership’s transactions and matters as well as analysis on recent notable cases

3 OCTOBER: LEGISWATCHMAS Circular on IT Security Risks Posed by Personal Mobile Devices


LEGALUPDATES

WongPartnership provides in-depth analysis on the potential implications of new legislations and case judgements as a value-added service to clients.

To access the full articles, please visit wongpartnership.com.

CASEWATCHCourt of Appeal Rules on Damages for Constructive Dismissal Claims

18 AUGUST: ARTICLEEntering into and Structuring Business Partnerships

11 AUGUST: LAWWATCHIntellectual Property, Media & Technology Edition (2)Timely updates on legislation and regulations, laws and consultation papers

5 AUGUST: LEGISWATCHEnhanced Regulatory Safeguards for Investors in the Capital Markets Proposed

1 AUGUST: CHINAWATCHChina Eases Controls over the Foreign Exchange Capital Settlement of Foreign Investment Enterprises in the Pilot Zones

21 AUGUST: LEGISWATCHNew Edition of Guidebook for Audit Committees Issued

31 JULY: LAWWATCHIssue 6 of 2014Featuring WongPartnership’s transactions and matters as well as analysis on recent notable cases

10 JULY: LEGISWATCHPersonal Data Protection (Enforcement) Regulations 2014 Issued

7 JULY: CASEWATCHFirst Supreme Court Decision on Taxation of Management Corporations

4 JULY: LEGISWATCHSIC Issues Guidance to IFAs on IFA Opinions

AUGUST JULY JUNE

30 JUNE: LAWWATCHIssue of 5 of 2014Featuring WongPartnership’s transactions and matters as well as analysis on recent notable cases

28 AUGUST: LEGISWATCHSGX to Reduce Board Lot Size to 100 Units as From 19 January 2015

2 SEPTEMBER: CASEWATCHAccused Held Guilty for Corruption Even Though He Paid for Gratification Received

CONTACTDETAILSWongPartnership LLP

Alvin YEO, Senior CounselSenior Partnerd +65 6416 8101e [email protected]

Rachel ENGJoint Managing Partnerd +65 6416 8002e [email protected]

NG Wai King Joint Managing Partner Head - Corporate Groupd +65 6416 8022e [email protected]

TAN Chee Meng, Senior CounselDeputy Managing Partner d +65 6416 8188e [email protected]

Andre MANIAM, Senior Counsel Head – Litigation & Dispute Resolution Group d +65 6416 8134e [email protected]

Susan WONGHead – Financial Services Group d +65 6416 2402e [email protected]

Dorothy Marie NGHead – Corporate Real Estate Practice d +65 6416 2408e [email protected]

Senior Counsel

Alvin YEO, Senior CounselSenior Partnerd +65 6416 8101e [email protected]

TAN Chee Meng, Senior CounselDeputy Managing Partner d +65 6416 8188e [email protected]

Andre MANIAM, Senior Counsel Head – Litigation & Dispute Resolution Group d +65 6416 8134e [email protected]

WONG Meng Meng, Senior CounselFounder – Consultantd +65 6416 8001e [email protected]

Corporate Group

Competition & RegulatoryNG Wai Kingd +65 6416 8022e [email protected]

Ameera ASHRAFd +65 6416 8113e [email protected]

Corporate/Mergers & Acquisitions NG Wai Kingd +65 6416 8022e [email protected]

Andrew ANGd +65 6416 8007e [email protected]

Corporate Real Estate Dorothy Marie NGd +65 6416 2408e [email protected]

Carol Anne TANd +65 6416 8268e [email protected]

Financial Services Group

Asset Management & FundsLOW Kah Keongd +65 6416 8209e [email protected]

Elaine CHANd +65 6416 8010e [email protected]

WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).

Singapore

WongPartnership LLP12 Marina Boulevard Level 28Marina Bay Financial Centre Tower 3Singapore 018982Tel: +65 6416 8000 Fax: +65 6532 5711/5722

China

WongPartnership LLP Beijing Representative OfficeUnit 3111 China World Office 21 Jianguomenwai Avenue, Chaoyang DistrictBeijing 100004, PRC Tel: +86 10 6505 6900Fax: +86 10 6505 2562

WongPartnership LLPShanghai Representative OfficeUnit 5006 Raffles City Office Tower268 Xizang Road Central Shanghai 200001, PRCTel: +86 21 6340 3131 Fax: +86 21 6340 3315

Indonesia

Makes & Partners Law Firm (an associate firm)Menara Batavia, 7th FloorJl. KH. Mas Mansyur Kav. 126Jakarta 10220, IndonesiaTel: +62 21 574 7181Fax: +62 21 574 7180Website: makeslaw.com

Malaysia

Foong & Partners (an associate firm)Advocates & Solicitors 13-1, Menara 1MK, Kompleks 1 Mont’ Kiara No 1 Jalan Kiara, Mont’ Kiara50480 Kuala Lumpur, MalaysiaTel: +60 3 6419 0822Fax: +60 3 6419 0823Website: foongpartners.com

Middle East

WongPartnership LLPAbu Dhabi BranchAl Bateen Towers, Building C3, Office 11-01 (P1) P.O. Box No. 37883Abu Dhabi, UAETel: +971 2 651 0800Fax: +971 2 635 9706

Myanmar

WongPartnership Myanmar Ltd. No. 1, Kaba Aye Pagoda RoadBusiness Suite #03-02, Yankin TownshipYangon, MyanmarTel: +95 1 544 061Fax: +95 1 544 069

EditorChristopher CHUAH

We welcome your feedback on our newsletter. The articles in this issue are for general informa-tion only and readers are advised to seek specific legal advice before acting on the contents set out herein.

Incorrect MailingWe apologise if there are any inaccuracies to your mailing details or if you do not wish to receive this newsletter. Please inform us at [email protected] so that our database can be updated immediately.

[email protected]

OUROFFICES

Banking & FinanceSusan WONGd +65 6416 2402e [email protected]

Alvin CHIAd +65 6416 8214e [email protected]

Capital MarketsRachel ENGd +65 6416 8002e [email protected]

HUI Choon Yuend +65 6416 8204e [email protected]

Gail ONG d +65 6416 8205e [email protected]

LONG Chee Shand +65 6416 8210e [email protected]

Financial Services RegulatoryJoy TANd +65 6416 8138e [email protected]

Elaine CHANd +65 6416 8010e [email protected]

Litigation & Dispute Resolution Group

Banking & Financial Disputes CHOU Sean Yud +65 6416 8133e [email protected]

Manoj Pillay SANDRASEGARAd +65 6416 8106e [email protected]

Commercial & Corporate Disputes CHAN Hock Kengd +65 6416 8139e [email protected]

Joy TANd +65 6416 8138e [email protected]

Infrastructure, Construction & Engineering Christopher CHUAHd +65 6416 8140e [email protected]

TAY Peng Chengd +65 6416 8121e [email protected]

International ArbitrationAlvin YEO, Senior Counseld +65 6416 8101e [email protected]

Andre MANIAM, Senior Counseld +65 6416 8134e [email protected]

Specialist & Private Client Disputes SIM Bock Engd +65 6416 8108e [email protected]

Melanie HO d +65 6416 8127e [email protected]

Specialised Practices

Business EstablishmentAnnabelle YIP d +65 6416 8249 e [email protected]

Vivien YUI d +65 6416 8009 e [email protected]

Corporate Governance & Compliance Joy TANd +65 6416 8138e [email protected]

Annabelle YIP d +65 6416 8249 e [email protected]

Data Protection/Intellectual Property/Technology & MediaLAM Chung Niand +65 6416 8271e [email protected]

Jeffrey LIMd +65 6416 8250e [email protected]

Derivatives & Structured FinanceRosabel NGd +65 6416 8269e [email protected]

Employment Vivien YUI d +65 6416 8009 e [email protected]

Jenny TSIN d +65 6416 8110 e [email protected]

Energy & Projects TAY Peng Chengd +65 6416 8121e [email protected]

Ian DE VAZ d +65 6416 8128e [email protected]

Environmental & Green EconomyLOW Kah Keongd +65 6416 8209e [email protected]

Rosabel NGd +65 6416 8269e [email protected]

Private Equity Andrew ANGd +65 6416 8007e [email protected]

Private WealthHUI Choon Yuend +65 6416 8204e [email protected]

SIM Bock Engd +65 65 6416 8108e [email protected]

Real Estate Investment TrustsRachel ENGd +65 6416 8002e [email protected]

Colin ONG d +65 6416 8004e [email protected]

Restructuring & InsolvencyCHOU Sean Yud +65 6416 8133e [email protected]


Mark CHOYd +65 6416 8014e [email protected]

Shipping & International Trade Andre MANIAM, Senior Counseld +65 6416 8134e [email protected]

Derek TANd +65 6517 8706e [email protected]

Tax TAN Kay Khengd +65 6416 8102e [email protected]

Telecommunications LAM Chung Niand +65 6416 8271e [email protected]

NG Wai Kingd +65 6416 8022e [email protected]

International Practices

ASEANAndre MANIAM, Senior Counseld +65 6416 8134e [email protected]

NG Wai Kingd +65 6416 8022e [email protected]

China Joseph HE Jund +65 6416 8218e [email protected]

Gerry GANd +65 6416 8006 e [email protected]

IndiaAndre MANIAM, Senior Counseld +65 6416 8134e [email protected]

LOW Kah Keongd +65 6416 8209e [email protected]

IndonesiaYozua MAKESd +62 21 574 7181e [email protected]


Mark CHOYd +65 6416 8014e [email protected]

Malaysia NG Wai Kingd +65 6416 8022e [email protected]

FOONG Chee Mengd +60 3 6419 0838e [email protected]

CHOU Sean Yud +65 6416 8133e [email protected]

Middle EastMark CHOYd +65 6416 8014e [email protected]

Ian DE VAZ d +65 6416 8128e [email protected]

MyanmarRachel ENGd +65 6416 8002e [email protected]

Christopher CHUAHd +65 6416 8140e [email protected]

LOW Kah Keongd +65 6416 8209e [email protected]

TAN Teck Howed +65 6416 8013e [email protected]

Thailand Gail ONG d +65 6416 8205e [email protected]

wongpartnership.com

november/december 2014 -...

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