Asian Legal Business March 2015 by Asian Legal Business

DAC H E N G F O U N D E R O N D E N TO N S M E RG E R : ‘ W E A R E A P E R F E C T M ATC H ’

MARCH 2015 ASIA EDITION

MCI (P) 178/01/2015 issn 0219 – 6875 KDN PPS 1793/07/2013(025520)

ASIA’S MOST INFLUENTIAL LAW FIRMS

GETTING READY

Indonesia prepares for the advent of AEC

BIRD & BIRD Q&A

APAC chairman Justin Walkey talks strategy

MALAYSIA AWARDS Kadir Andri, Shearn in pole position

INSIDE n BIG STORY

n LEAGUE TABLES

n DEALS

PAGE 24

PAGE 34

PAGE 46

n APPOINTMENTS

6 16

DATE: 7 MAY 2015 LOCATION: KUALA LUMPUR

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CONTENTS

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36 COVER STORY

The Power List 2015

ALB annually holds a number of awards across the region, and also publishes a variety of law firm rankings. Prominent winners, nominees and ranked firms make their way into the ALB Power List 2015 which picks the most influential law firms in the region on the basis of work done, clients satisfied and talent acquired and retained

The ASEAN Economic Community (AEC) is due to be established by the end of the year, which should encourage trade and attract investment into the region. The liberalisation and integration of ASEAN members’ capital markets has been a key focus area in the lead up to the AEC. Some analysts have claimed that the success of the AEC’s capital markets will be heavily dependent on the participation of Indonesia, ASEAN’s largest economy and most populous nation. But how ready is Indonesia? Meanwhile, Indonesia’s legal market has been busy, with a number of local firms looking to forge alliances with regional and international players in preparation for the new AEC era. Kanishk Verghese reports

‘I hope the industry will become aware of the importance of going global’

The rapid rise to prominence of Islamic finance has, on the flip side, exposed a shortage of both finance and legal professionals skilled in the field. Ranajit Dam finds out how law firms and institutions in Malaysia are working to fill the gap in skilled lawyers

‘We have some nice stories to tell already’

A big year in the offing

ALB Japan Tax & Accounting Awards 2014

Justin Walkey, Chairman of Bird & Bird Asia Pacific, speaks to Kanishk Verghese about the firm’s key objectives in Asia, its growth strategy and the challenges it faces in an increasingly competitive environment Bookended by the formation of the SICC in the beginning, and the arrival of the ASEAN Economic Community at the end, 2015 is shaping up to be a promising year for arbitration in Singapore, finds Ed Lane. Plus the CIArb’s Singapore branch tells Ranajit Dam about its Centenary Year conference in Singapore

Peng Xuefeng, the founder of Dacheng Law Offices, speaks to Shangjing Li about how the merger with Dentons came about, issues that remain to be ironed out, and why more Chinese law firms should consider the merger route

Lawyers needed

“IF YOUR FIRM IS AT A MANAGEABLE SIZE AND YOU KNOW WHAT YOUR NICHE MARKET IS, YOU’D LIKE THE FLEXIBILITY OF WORKING WITH ANY LAW FIRM AT ANY ONE TIME. IN FACT, THE INDONESIAN CLIENTS REALLY RELY ON US TO HELP THEM FIND THE BEST LAW FIRM THAT CAN DO WORK IN THE REGION AT ANY GIVEN TIME.” Melli Darsa, Melli Darsa & Co.

FE AT URES The AEC approaches: Is Indonesia ready?

Nagashima Ohno & Tsunematsu emerged a big winner from the ALB Japan Tax & Accounting Awards 2014. The awards, which were jointly researched and conducted in November by ALB and Thomson Reuters’ Tax & Accounting division in Japan, celebrate Japan’s leading tax law firms, tax lawyers, inhouse teams and accounting firms

ALB Malaysia Law Awards 2015 – The finalists Kadir Andri & Partners and Shearn Delamore & Co are leading the nominations for the second annual ALB Malaysia Law Awards 2015 with 10 each, with Wong & Partners not far behind at nine

NEWS BRIEFS 46

— — — — — —

The Big Story League Tables Deals Spotlight: North Asia Southeast Asia News Regional Updates Appointments

3 4 6 7 8 11 16

EDITORIAL

ASIAN LEGAL BUSINESS MARCH 2015

FEEL THE

MANAGING DIRECTOR Klaus Pfeifer klaus.pfeifer@thomsonreuters.com PUBLISHER Amantha Chia amantha.chia@thomsonreuters.com MANAGING EDITOR Ranajit Dam ranajit.dam@thomsonreuters.com DEPUTY EDITOR Kanishk Verghese kanishk.verghese@thomsonreuters.com JOURNALIST Shangjing Li shangjing.li@thomsonreuters.com CONTRIBUTOR Ed Lane COPY EDITOR Karuna Jainpalli karuna.jainpalli@thomsonreuters.com SENIOR DESIGNER John Agra john.agra@thomsonreuters.com

POWER A

LB maps the Asia market in a number of ways. We have are our annual Law Awards across a variety of countries, which reward the best work done in the previous year, along with a host of rankings, ranging from M&A Rankings to Employer of Choice. While these fete the thoroughly deserving lawyers and law firms in their particular fields, they still give rise to a question: Which firms appear most frequently across these awards and rankings? The inaugural ALB Power List aims to answer these questions by bringing together the data from all of this, and adding to the mixture market feedback and also our own knowhow. This is a list of notable law firms, then, that are not only winning awards and accolades, but also plaudits from their clients and employees. Speaking of awards, March marks the month that ALB kicking off its events season. This month itself has a number of notable events, including the Malaysia IP Conference in Kuala Lumpur on the 12th, the Guangzhou In-House Legal Summit on the 19th, the ASEAN Integration Forum in Singapore and the Hong Kong AntiCorruption Forum on the 26th, and the Malaysia Law Awards on the 27th. For more information on these events and other events this year, please contact Colin Carter, our Events Director. I hope to see some of you at some of these events.

TRAFFIC / CIRCULATION MANAGER Rozidah Jambari rozidah.jambari@thomsonreuters.com ACCOUNT MANAGERS Yvonne Cheung Account Director (China) (852) 2847 2003 yvonne.cheung@thomsonreuters.com Shyanne Chen Advertising Sales Manager (Indonesia and Malaysia) (65) 6870 3253 shyanne.chen@thomsonreuters.com Sardor Yangibayev Sales Executive (Philippines, Thailand, Vietnam) (65) 6870 3190 sardor.yangibayev@thomsonreuters.com Henry Cheng Account Manager (Hong Kong) (852) 2847 2016 henry.cheng@thomsonreuters.com DIRECTOR, EVENTS Colin Carter colin.carter@thomsonreuters.com CONFERENCE AND MARKETING MANAGER Trang Chu Minh chuminh.trang@thomsonreuters.com

RANAJIT DAM Managing Editor Asian Legal Business Thomson Reuters ranajit.dam@thomsonreuters.com

ERRATA:

The M&A League Tables in ALB’s January 2015 and February 2015 issues summarised a data range that was not reflective of cumulative year-to-date M&A figures for 2015. We apologise for any confusion and inconvenience caused. This matter has been addressed, and the data displayed in this issue’s League Tables are accurate.

ASIAN LEGAL BUSINESS is available by subscription. Please visit WWW.LEGALBUSINESSONLINE.COM for details. 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. MCI (P) 178/01/2015 issn 0219 – 6875 KDN PPS 1793/07/2013(025520) THOMSON REUTERS 18 Science Park Drive Singapore 118229 / T (65) 6775 5088 / F (65) 6333 0900 10/F, Cityplaza 3, Taikoo Shing, Hong Kong / T (852) 3762 3269 / F (852) 2154 6425 www.thomsonreuters.com

BRIEFS

03.2015

INSIDE LEAGUE TABLES 4 / DEALS 6 / NEWS 8 / REGIONAL UPDATES 11 / APPOINTMENTS 16

the big story

Indian illusions THE GOVERNMENT AND A KEY LAW-FIRM ASSOCIATION RECENTLY HINTED AT THE OPENING UP OF INDIA’S LONG-CLOSED LEGAL MARKET. DON’T GET YOUR HOPES UP. By RANAJIT DAM

A lawyer speaks on his mobile phone as he walks past India's Supreme Court in New Delhi. REUTERS/Adnan Abidi

f the past few months have given law firms doing India work cause for joy, especially with the revival of the capital markets and the return of M&A deals following the election of the Modi government, then two pieces of recent news would potentially give them yet another excuse for celebration. Following years of persuasion from countries like the U.S. and the UK, India might be finally considering the idea of opening up its legal sector to foreign law firms. On Feb. 27, the news agency PTI reported that DV Sadananda Gowda, India’s law minister, had met with the chairman of the Bar Council of India for informal talks about this. The bigger piece of news, however, was reported a few days before that meeting: In an interview with the Business Standard, Lalit Bhasin, president of the Society of In-

dian Law Firms (SILF), said that his association had backed down from the anti-foreign law firm stance that it had held for decades. “For the past 20 years we have been opposing the entry of foreign law firms,” he said. “These 20 years have given enough time to Indian legal profession - particularly the law firms - to strengthen themselves, to become technologically competitive and have more skilled manpower and resources.” The government’s plan, said PTI, is for the legal sector to open up to foreign law firms “in a phased manner which would also help the Indian legal fraternity.” And yet, those following India’s market have every reason to be cautious. “This is a significant development, but so far it’s only an indication that there has been a ‘change of heart’ on the part of SILF, who have been rather vocal opponents of legal market lib-

eralisation,” says Azmul Haque, a consultant with Olswang in Singapore. “I can’t imagine this will change things dramatically for international law firms who undertake India-related work.” And while the SILF was certainly a formidable opponent to plans for liberalisation of India’s legal sector, it doesn’t represent all of India’s 1.7 million lawyers, of whom only a tiny fraction work for commercial law firms. The sheer numerical clout of the vocal majority has stymied efforts to liberalise India’s legal sector before, and even if they can be convinced and the relevant laws are passed, bureaucratic hold-ups and a maze of vested of interests could ensure it is a lengthy, messy process at best. So if you’re an international law firm dreaming of an office in India, you’d be better off leaving the champagne uncorked for now.

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ASIAN LEGAL BUSINESS MARCH 2015

MERGERS & ACQUISITIONS SNAPSHOT LEAGUE TABLES

NORTH ASIA LEAGUE TABLES

I. LEAGUE TABLE - NORTH ASIA LEGAL AND FINANCIAL RANKINGS NORTH ASIA Announced M&A Legal Rankings - Based on Value CHINA Announced M&A Legal Rankings Value No. of Market Legal Advisor Rank (US$mln) Deals Share 1 Freshfields Bruckhaus Deringer 75,115.8 6 43.7 Linklaters 2 49,380.6 3 28.7 FRESHFIELDS BRUCKHAUS DERINGER Skadden 3 49,086.2 8 28.6 Mori Hamada & Matsumoto 4 10,691.1 12 6.2 Herbert Smith Freehills 5 6,021.2 1 VALUE3.5 Shearman & Sterling LLP 6 5,153.5 4 ($mln)3.0 King & Wood Mallesons 7 4,452.6 8 2.6 Simpson Thacher & Bartlett 8 3,000.0 3 1.8 DEALS: 2 MARKET SHARE: 6.8 Gernandt & Danielsson 9* 2,773.6 1 1.6 9* Mannheimer Swartling Advokatbyra 2,773.6 1 1.6 (*tie) Based on Rank Value incl. Net Debt of announcedVALUE M&A deals (excluding withdrawn M&A) MARKET RANK LEGAL ADVISOR DEALS ($MLN) SHARE II.2LEAGUE TABLE - LEGAL King & Wood Mallesons 4,452.6 8 6.6 CHINA Announced M&A Legal Rankings 3 Mori Hamada & Matsumoto 4,433.3 1 6.5 Value No. of Market Legal Advisor 4 2,767.5 1 4.1 Rank Capitallaw & Partners (US$mln) Deals Share

NORTH ASIA Announced M&A Financial Rankings - Based on Value HONG KONG Announced M&AValue Legal Rankings No. of Market Financial Advisor Rank (US$mln) Deals Share 1 HSBC Holdings PLC 64,774.3 6 37.7 Somerley 2 58,379.4 7 34.0 FRESHFIELDS BRUCKHAUS DERINGER Goldman Sachs & Co 3 50,236.8 8 29.2 Anglo Chinese Corp Finance 4 47,686.2 3 27.8 UBS 5 28,884.1 8 16.8 VALUE Mizuho Financial Group 6 17,369.6 18 10.1 ($mln) Moelis & Co 7 16,090.0 3 9.4 Nomura 8 14,007.9 19 8.2 DEALS: 5 MARKET SHARE: 89.3 CITIC 9 13,386.1 5 7.8 10 JP Morgan 12,742.1 7 7.4 (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) VALUE MARKET RANK LEGAL ADVISOR DEALS ($MLN) SHARE

2* Linklaters 47,686.2 HONG KONG Announced M&A Legal Rankings 2* Skadden 47,686.2 Value Legal Advisor 4 Mori Hamada & Matsumoto 10,357.2 Rank (US$mln)

Freshfields Bruckhaus Deringer 4,609.9 6.8 5 1 Davis Polk & Wardwell 2,356.2 32 3.5 King & Wood Mallesons 2 4,452.6 8 6.6 Fangda Partners 1,996.4 2 2.9 Mori Hamada & Matsumoto 3 4,433.3 1 6.5 7* 4 Shearman & Sterling LLP 1,768.9 11 2.6 Capitallaw & Partners 2,767.5 4.1 Davis Polk & Wardwell 2,356.2 3.5 7* 5 Baker & McKenzie 1,768.9 13 2.6 Fangda Partners 1,996.4 2.9 9 6 Clifford Chance 1,716.9 22 2.5 Shearman & Sterling LLP 7* 1,768.9 1 2.6 10 7* Linklaters 1,694.4 11 2.5 Baker & McKenzie 1,768.9 2.6 Clifford Chance 9 1,716.9 2 2.5 (*tie) Based Rank Value including Net Debt of announced M&A deals (excluding M&A) 10 onLinklaters 1,694.4 1 withdrawn2.5 0 0 0 0.0

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

(*tie)

JAPAN ANNOUNCED M&A LEGAL RANKINGS JAPAN Announced M&A Legal Rankings Rank 1 2 3 4* 4* 6* 6* 8* 8* 10 RANK

2 (*tie)

Value No. of Market (US$mln) Deals Share Mori Hamada & Matsumoto 10,691.1 12 29.4 Freshfields Bruckhaus Deringer 10,357.2 2 28.5 Herbert Smith Freehills 6,021.2 1 16.6 Shearman & Sterling LLP 3,000.0 1 VALUE8.3 Simpson Thacher & Bartlett 3,000.0 1 ($mln) 8.3 Gernandt & Danielsson 2,773.6 1 7.6 MARKET SHARE: 29.4 MannheimerDEALS: Swartling12Advokatbyra 2,773.6 1 7.6 Cleary Gottlieb Steen & Hamilton 2,234.9 1 6.1 Jones Day 2,234.9 3 6.1 VALUE MARKET CMS LEGAL ADVISOR 1,573.1 1 4.3 DEALS ($MLN) SHARE

Rank 1 2 3 0 0 0 0 RANK

MORI HAMADA & MATSUMOTO

Freshfields Bruckhaus Deringer 10,357.2 2 withdrawn 28.5M&A) Based on Rank Value incl. Net Debt of announced M&A deals (excluding 1

16.6

1 No. of 1 Deals

8.3 Market 8.3 Share

2 (*tie)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

Value No. of Market (US$mln) Deals Share Shin & Kim 1,009.4 3 20.9 Yulchon LLC 771.8 1 16.0 Skadden 1 0.0 0 0 VALUE0.0 Subtotal with Legal Advisor 1,009.4 4 ($mln)20.9 Subtotal without Legal Advisor 3,811.2 116 79.1 DEALS: 3 MARKET SHARE: 20.9 0 0 0.0 Industry Total 4,820.6 120 100.0 0 0 0.0 VALUE MARKET (*):tie 0 0.0 LEGAL ADVISOR DEALS ($MLN) SHARE

Legal Advisor

SHIN & KIM

Yulchon 771.8 1 withdrawn 16.0 Based onLLC Rank Value incl. Net Debt of announced M&A deals (excluding M&A)

3 Skadden HONG KONG Announced M&A Financial Rankings Value Financial Advisor Subtotal with Legal Advisor 1,009.4 Rank (US$mln)

6* 1 Gernandt 2,773.6 13 7.6 CITIC & Danielsson 7,270.4 10.7 JP MorganSwartling Advokatbyra 6,818.2 10.0 6* 2 Mannheimer 2,773.6 16 7.6 UBS 3 6,661.6 4 9.8 8* Cleary Gottlieb Steen & Hamilton 2,234.9 1 6.1 Mizuho Financial Group 4 5,033.3 2 7.4 8* 5 Jones Day 2,234.9 3 6.1 Guotai Junan Securities 4,670.5 7 6.9 Somerley 4,561.7 6.7 10 6 CMS 1,573.1 12 4.3 Nomura 7* 4,433.3 1 6.5 America Merrill Lynch 7* onBank 4,433.3 2 withdrawn6.5 (*tie) Based Rank of Value including Net Debt of announced M&A deals (excluding M&A) Morgan Stanley 9 3,823.3 6 5.6 Deutsche Bank 10 1,939.1 2 2.9 (*tie)

56.8 Market 12.3 Share

SOUTH KOREA ANNOUNCED M&A LEGAL RANKINGS SOUTH KOREA Announced M&A Legal Rankings

Legal Advisor

Herbert Smith-Freehills 6,021.2 II.3LEAGUE TABLE FINANCIAL CHINA Announced M&A Financial Rankings 3,000.0 4* Shearman & Sterling LLP Value Financial Advisor 4* 3,000.0 Rank Simpson Thacher & Bartlett (US$mln)

56.8

1 No. of 3 Deals

Freshfields 74,939.1 51 89.3 5*1 Travers SmithBruckhaus Deringer 1,514.6 1.8 Linklaters 2* 47,686.2 2 56.8 5* Allen & Overy 1,514.6 1 1.8 Skadden 2* 47,686.2 1 56.8 74 Kirkland & Ellis & Matsumoto 1,340.8 1.6 Mori Hamada 10,357.2 33 12.3 TraversChance Smith 1,514.6 12 1.8 85* Clifford 1,035.3 1.2 Allen & Overy 1,514.6 11 1.8 95* Al-Tamimi & Co 507.0 0.6 Kirkland & Ellis 7 1,340.8 3 1.6 108 Shearman & Sterling LLP 384.6 2 0.5 Clifford Chance 1,035.3 2 1.2 Al-Tamimi & Co 9 507.0 1 0.6 (*tie)10 BasedShearman on Rank Value including Net Debt of announced M&A deals (excluding withdrawn & Sterling LLP 384.6 2 0.5M&A)

(*tie)

0.0

No. of 4 Deals

Market 20.9 Share

-1 Subtotal without Legal 3,811.2 79.1 HSBC Holdings PLC Advisor 63,574.3 5116 75.8 Somerley 2 58,379.4 7 69.6 Goldman Sachs & Co 3* 47,686.2 3 56.8 Industry Total 4,820.6 120 100.0 Anglo Chinese Corp Finance 3* 47,686.2 3 56.8 UBS 5 26,272.3 5 31.3 Moelis & Co 6 15,381.2 1 18.3 (*):tie CITIC 7 10,549.0 3 12.6 4 withdrawn 12.5M&A) (*tie)8BasedNomura on Rank Value including Net Debt of announced10,470.2 M&A deals (excluding JP Morgan 9 10,384.5 3 12.4 Mizuho Financial Group 10* 10,357.2 2 12.3

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) (*tie) on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) ANY NORTH ASIA INVOLVEMENT ANNOUNCED M&ABased ACTIVITY - QUARTERLY TREND

220 200 180 160 140 120 100 80 60 40

Series1

127.2 103.6

135.8

Series2

110.8 114.6

202.8 146.8

126.2 125.2 95.4

83.2

114.4

134.0

117.7

128.3

148.7 142.5

3,000 162.1 162.1

2,500 2,000 1,500

93.7

1,000 500

1Q 10

3Q 10

1Q 11

3Q 11

1Q 12

3Q 12

1Q 13

3Q 13

1Q 14

3Q 14

No. of Transactions

Rank Value US$ Billion

ANY NORTH ASIA INVOLVEMENT ANNOUNCED M&A ACTIVITY - QUARTERLY TREND

Notes:League tables, quarterly trend, and deal list are based on the nation of either the target, acquiror, target ultimate parent, or acquiror ultimate parent at the time of the transaction. Announced M&A transactions excludes withdrawn NOTES: League tables, quarterly trend, deal are basedbut onwith the no nation of either Rank the target, target ultimate parent, or acquiror ultimate parent at the time of the transaction. AnnouncedofM&A deals. Deals with undisclosed dollar and values arelist rank eligible corresponding Value. acquiror, Non-US dollar denominated transactions are converted to the US dollar equivalent at the time of announcement terms.transactions North Asia includes China, Hongwithdrawn Kong, Taiwan, SouthDeals Korea,with Japan. Data rangedollar is fromvalues 1 January 2 March 2015 excludes deals. undisclosed are to rank eligible but with no corresponding Rank Value. Non-US dollar denominated transactions are converted to the US dollar equivalent at the time of announcement of terms. North Asia includes China, Hong Kong, Taiwan, South Korea, Japan Data accurate from 1 January to 2 March 2015

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MERGERS & ACQUISITIONS SNAPSHOT

LEAGUE TABLES I. LEAGUE TABLE - SOUTHEAST ASIA AND MIDDLE EAST SOUTHEAST SOUTHEASTASIA ASIALEAGUE / SOUTHTABLES ASIA Announced M&A Legal Rankings Value No. of Market Legal Advisor (US$mln) Deals Share Rank 1 SINGAPORE AZB & Partners 1,293.4 Rankings 13 9.2 Announced M&A Legal Weil Gotshal & Manges 2* 1,193.2 1 8.5 Linklaters 2* 1,193.2 2 8.5 Skadden 4 949.7 1 6.8 Cravath, Swaine & Moore 5* 800.0 1 5.7 Covington & Burling 5* 800.0 1 5.7 Debevoise & Plimpton 5* 800.0 1 5.7 VALUE 1 Luthra & Luthra Law Offices 5* 800.0 5.7 ($mln) Kirkland & Ellis 9 200.0 1 1.4 Amarchand Mangaldas 10 170.0 2 1.2

SKADDEN

DEALS: 1 MARKET SHARE: 12.8

(*tie)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

VALUE RANK LEGAL ADVISOR II. LEAGUE TABLE - LEGAL ($MLN) SINGAPORE Announced M&A Legal Rankings 2 AZB & Partners 339.0 Value Legal Advisor (US$mln) Rank 3 Amarchand Mangaldas 170.0 1 Skadden 949.7 4 Lee & Lee 126.2 AZB & Partners 2 339.0 5 3 Clifford Chance 13.5 Amarchand Mangaldas 170.0 Lee & Lee 6*4 Jones Day 0.0126.2 Clifford Chance 5 13.5 6* Kramer Levin Naftalis & Frankel 0.0 Jones Day 6* 0.0 6*6* Latham & Watkins 0.0 Kramer Levin Naftalis & Frankel 0.0 Latham & Watkins 6*6* King & Spalding 0.0 0.0 King & Spalding 6* 0.0 6* Seward & Kissel 0.0 Seward & Kissel 6* 0.0

DEALS

MARKET SHARE

No.3 of Deals 1 1 1 3 11 11 1 1 1 11 11 1 1 1

4.6 Market Share 2.3 12.8 1.7 4.6 0.2 2.3 1.7 0.0 0.2 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

INDIA Announced M&A Legal Rankings Rank 1 2* 2* 4* 4* 4* 4* 8 9 10 (*tie)

RANK

Value

No. of

Market Share 13 29.3 1 27.0 1 27.0 1 18.1 1 18.1 1VALUE 18.1 1($mln) 18.1 1 4.5 2 3.9 1 2.0

MIDDLE EAST Announced M&A Legal Rankings Value No. of Market Legal Advisor (US$mln) Deals Share Rank SOUTHEAST ASIA/ SOUTH ASIA 1 Clifford Chance 1,277.2 3 14.5 Announced M&A Legal Rankings Skadden 2 1,209.9 2 13.7 Ashurst 3 1,025.4 1 11.7 Simpson Thacher & Bartlett 4 770.2 1 8.8 Al-Tamimi & Co 5 507.0 1 5.8 Chadbourne & Parke 6 175.0 1 2.0 Shearman & Sterling LLP 7* 163.2 2 1.9 VALUE Kirkland & Ellis 7* 163.2 1 1.9 PwC Legal LLP 9* 162.1 1 ($mln) 1.8 Allen & Overy 9* 162.1 1 1.8

AZB & PARTNERS DEALS: 13 MARKET SHARE: 9.2

(*tie)

VALUE RANK LEGAL ADVISOR ($MLN) MALAYSIA Announced M&A Legal Rankings 2* Weil Gotshal & Manges 1,193.2 Value Legal Advisor (US$mln) Rank 2* Linklaters 1,193.2 4 Skadden 949.7 0 0 0.0 5*Cravath, Swaine & Moore 800.0 Subtotal with Legal Advisor 0.0 Subtotal without Legal Advisor 674.4 5*Covington & Burling 800.0 0 0 0.0 5* Debevoise & Plimpton 800.0 Industry Total 674.4 5* Luthra & Luthra Law Offices 800.0 0 0 0.0 (*):tie & Ellis 90 Kirkland 200.00.0 0 0 0.0 10 Amarchand Mangaldas 170.0 0 0 0.0

AZB & PARTNERS

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) VALUE MARKET

LEGAL ADVISOR

($MLN)

DEALS

DEALS No. 1of Deals 2 1 0 01 751 0 1 75 01 01 0 2 0

MARKET SHARE 8.5 Market Share 8.5 6.8 0.0 5.7 0.0 100.0 5.7 0.0 5.7 100.0 5.7 0.0 0.0 1.4 0.0 1.2 0.0

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

INDONESIA Announced M&A Legal Rankings

Value No. of Market Legal Advisor MIDDLE EAST Announced M&A Legal Rankings (US$mln) Deals Share Rank 0 0 0.0 0 0.0 Subtotal with Legal Advisor 0.0 0 0.0 Subtotal without Legal Advisor 756.3 16 100.0 0 0 0.0 0 0.0 Industry Total 756.3 16 100.0 VALUE 0 0 0.0 0 0.0 ($mln) (*):tie 0 0.0 0 0.0 0 0 0.0 0 0.0 DEALS: 3 MARKET SHARE: 14.5 0 0 0.0 0 0.0

Legal Advisor M&A LEGAL RANKINGS INDIA ANNOUNCED (US$mln) Deals

AZB & Partners 1,293.4 Weil Gotshal & Manges 1,193.2 Linklaters 1,193.2 Cravath, Swaine & Moore 800.0 Covington & Burling 800.0 Debevoise & Plimpton 800.0 Luthra & Luthra Law Offices 800.0 Kirkland & Ellis 200.0 Amarchand Mangaldas DEALS: 13 MARKET SHARE:170.0 29.3 Khaitan & Co 89.4

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

CLIFFORD CHANCE

(*tie)

RANK

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) VALUE MARKET

LEGAL ADVISOR

($MLN)

DEALS

II. 2* LEAGUE WeilTABLE Gotshal-&FINANCIAL Manges 1,193.2 1 27.0 SOUTHEAST ASIA / SOUTH ASIA Announced M&A Financial Rankings 2* Linklaters 1,193.2 1 27.0 Value No. of Market Financial Advisor 4* Cravath, Swaine & Moore 800.0 1 18.1 (US$mln) Deals Share Rank

2 Skadden 1,209.9 2 13.7 MIDDLE EAST Announced M&A Financial Rankings 3 Ashurst 1,025.4 1 11.7 Value No. of Market Financial Advisor 4 Simpson Thacher & Bartlett 770.2 1 8.8 (US$mln) Deals Share Rank Morgan Stanley 2,704.6 31 30.7 51 Al-Tamimi & Co 507.0 5.8 HSBC Holdings PLC 2 2,603.5 4 29.6 6 Chadbourne & Parke 175.0 1 2.0 Rothschild 3 2,096.5 2 23.8 7* Shearman 163.2 1.9 Barclays & Sterling LLP 4* 1,934.3 12 22.0 Citi 4* 1,934.3 21 22.0 7* Kirkland & Ellis 163.2 1.9 Bank of America Merrill Lynch 6 1,297.1 2 14.7 9* PwC Legal LLP 162.1 1 1.8 Wells Fargo & Co 7* 1,025.4 1 11.7 9* Allen Overy 162.1 1.8 Credit&Suisse 7* 1,025.4 21 11.7 Goldman Sachs & Co 9 200.0 1 2.3 (*tie) BasedUBS on Rank Value including Net Debt of announced M&A175.0 deals (excluding 10* 1 withdrawn 2.0 M&A)

(*tie)

Credit Suisse 3,588.2 41 25.5 4*1 Covington & Burling 800.0 18.1 Citi 2 2,855.6 4 20.3 4* Debevoise & Plimpton 800.0 1 18.1 DBS Group Holdings 3 2,730.2 2 19.4 4*4 Luthra & Luthra Law Offices 800.0 18.1 Morgan Stanley 1,453.2 31 10.3 Nomura& Ellis 1,200.0 11 8.5 85* Kirkland 200.0 4.5 HSBC Holdings PLC 5* 1,200.0 2 8.5 9 Amarchand Mangaldas 170.0 2 3.9 Deutsche Bank 7 1,193.2 1 8.5 108* Khaitan & Co Partners LLC 89.4 2.0 Centerview 800.0 11 5.7 Goldman Sachs & Co 8* 800.0 2 5.7 (*tie)10 Based on RankGroup Value including deals (excluding CIMB Sdn BhdNet Debt of announced M&A 440.7 3 withdrawn 3.1M&A) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A)

Series1

80 70 60

71.8 57.3 45.5

Series2 64.8 53.8

47.6

47.4 36.8

65.4

63.0

34.1

42.1

53.1

49.0

45.4 35.8

44.7

42.5

1Q 14

3Q 14

25.3

30 20 10

1Q 10

3Q 10

1Q 11

3Q 11

1Q 12

3Q 12

1Q 13

3Q 13

42.5

1,600 1,400 1,200 1,000 800 600 400 200 0

No. of Transactions

Rank Value US$ Billion

ANY SOUTHEASTASIA ASIA/ /SOUTH SOUTHASIA ASIA&&MIDDLE MIDDLEEAST EAST INVOLVEMENT - QUARTERLY TREND ANY SOUTHEAST INVOLVEMENTANNOUNCED ANNOUNCEDM&A M&AACTIVITY ACTIVITY - QUARTERLY TREND

Notes: NOTES: League tables, quarterly trend, and deal list are based on the nation of either the target, acquiror, target ultimate parent, or acquiror ultimate parent at the time of the transaction. Announced M&A transactions excludes withdrawn deals. Deals with undisclosed dollarand values arelist rank withnation no corresponding Rank Value.acquiror, Non-US dollar transactions are converted the USatdollar equivalent the time of announcement of terms. Geographic League tables, quarterly trend, deal areeligible based but on the of either the target, targetdenominated ultimate parent, or acquiror ultimatetoparent the time of theattransaction. Announced M&A transactions excludes coverage includes SOUTH EAST ASIA: Singapore, Malaysia, Philippines, Thailand, Vietnam, Cambodia,Rank Indonesia, Myanmar, SOUTH ASIA: India, Bangladesh, Bhutan, Maldives, Pakistan, Sri Lanka; withdrawn deals. Deals with undisclosed dollar values are rank eligible but with noBrunei, corresponding Value.Laos, Non-US dollar Timor-Leste; denominated transactions are Afganistan, converted to the US dollar equivalent atNepal, the time of MIDDLE EAST: United Arab Emirates, Saudi Arabia, Qatar, Jordan, Palestine, Bahrain, Iran, Iraq, Israel, Kuwait, Lebanon, Oman, Syria, Yemen. Data range is from 1 January to 2 March 2015 announcement of terms. Geographic coverage includes SOUTH EAST ASIA: Singapore, Malaysia, Philippines, Thailand, Vietnam, Brunei, Cambodia, Indonesia, Laos, Myanmar, Timor-Leste; SOUTH ASIA: India, Afganistan, Bangladesh, Bhutan, Maldives, Nepal, Pakistan, Sri Lanka; MIDDLE EAST: United Arab Emirates, Saudi Arabia, Qatar, Jordan, Palestine, Bahrain, Iran, Iraq, Israel, Kuwait, Lebanon, Oman, Syria, Yemen

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ASIAN LEGAL BUSINESS MARCH 2015

NORTH ASIA DEALS: YOUR MONTH AT A GLANCE

$1.1 BILLION EQUITY HYUNDAI MOTOR CO’S CHAIRMAN AND SON’S SALE OF SHARES IN HYUNDAI GLOVIS • Hyundai Motor Co Chairman Chung Mong-koo and his son Chung Euisun had sought to sell 13 percent of Hyundai Glovis to comply with new antitrust rules. • Reuters reported that investors walked away from an initial sale attempt in January, worried that the family may be pulling out from Hyundai Glovis..

$5.1 BILLION

DEAL NAME

FIRM

JURISDICTION

VALUE (US$ MLN)

DEAL TYPE

Hyundai Motor Co’s chairman and son’s sale of shares in Hyundai Glovis Co

Paul Hastings

South Korea

1,100

Equity

Kim & Chang

South Korea

1,100

Equity

Davis Polk & Wardwell

China, U.S.

2,000

Debt

Latham & Watkins

China, U.S.

2,000

Debt

Global Law Office

China, U.S.

2,000

Debt

Jun He Law Offices

China, U.S.

2,000

Debt

Maples and Calder

China, U.S.

2,000

Debt

Kirkland & Ellis

China, Hong Kong

1,340

M&A

Commerce & Finance Law Offices

China, Hong Kong

1,340

M&A

Grandall Law Firm

China, Hong Kong

1,340

M&A

Jincheng Tongda & Neal

China, Hong Kong

1,340

M&A

Clayton Utz

Japan, Australia

5,100

M&A

Herbert Smith Freehills

Japan, Australia

5,100

M&A

Nishimura & Asahi

Japan, Australia

5,100

M&A

Clifford Chance

China, Hong Kong

528

M&A

Dentons

China, Hong Kong

528

M&A

Freshfields Bruckhaus Deringer

China

590

M&A

China

590

M&A

China

590

M&A

Freshfields Bruckhaus Deringer

China, U.S.

800

Debt

King & Wood Mallesons

China, U.S.

800

Debt

Simpson Thacher & Bartlett

China

6,000

M&A

Skadden, Arps, Slate, Meagher & Flom

China

6,000

M&A

Fangda Partners

China

6,000

M&A

Han Kun Law Offices

China

6,000

M&A

Tencent Holdings’ notes offering under its $5 bln GMTN programme

China Traditional Chinese Medicine acquisition of an 81.5 percent stake in Jiangyin Tianjiang

M&A JAPAN POST CO’S PROPOSED $5.1 BLN TAKEOVER OF AUSTRALIA’S TOLL HOLDINGS • Japan Post, is one of the world’s biggest financial institutions with net assets of some 13.8 trillion yen ($115 billion). It said it would use logistics firm Toll’s own experience in doing offshore deals to step up acquisitions throughout Asia, Europe and North America.

$6 BILLION M&A MERGER BETWEEN CHINESE TAXI-HAILING APPS DIDI DACHE AND KUAIDI DACHE • The merger is expected to create one of the world’s largest smartphone-based transport services. • Didi and Kuaidi are backed by Chinese Internet giants Tencent Holdings and Alibaba Group Holding, respectively.

Japan Post Co’s proposed $5.1 bln takeover of Australia’s Toll Holdings

Sun Hung Kai & Co’s sale of 70 percent of its securities business unit to China’s Everbright Securities

Alibaba Group Holding’s investment in Chinese Sidley Austin smartphone maker Meizu Technology Corp Maples and Calder Qingdao City Construction’s debut bond issuance

Merger between Chinese taxi-hailing apps Didi Dache and Kuaidi Dache

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SOUTHEAST ASIA DEALS: YOUR MONTH AT A GLANCE

N/A M&A ANT FINANCIAL’S ACQUISITION OF A 25 PERCENT STAKE IN INDIA’S ONE97 COMMUNICATIONS • Ant Financial Services Group is an affiliate of China’s Alibaba Group Holding Ltd. • A person with knowledge of the matter said the stake was worth more than $500 million. • One97 runs Paytm, an online platform through which users can shop or pay utility bills, whereas Ant runs Paytm’s Chinese peer Alipay.

IPO OF JASMINE INTERNATIONAL PCL’S INTERNET FUND ON THE STOCK EXCHANGE OF THAILAND • The IPO is Thailand’s biggest since December 2013. • Jasmine Broadband Internet Infrastructure Fund offered 5.5 billion units, to which one-third were subscribed by Jasmine International. • In a filing to the stock exchange, Jasmine said it will use proceeds of the IPO to expand its broadband network.

India

N/A

M&A

AZB & Partners

India

N/A

M&A

Simpson Thacher & Bartlett

India, China

N/A

M&A

Amarchand & Mangaldas & Suresh A. Shroff & Co

India, China

N/A

M&A

Trilegal

India, China

N/A

M&A

Allen & Gledhill

Singapore

890

M&A

WongPartnership

Singapore

890

M&A

Allen & Overy

Thailand

1,700

IPO

Clifford Chance

Thailand

1,700

IPO

Shearman & Sterling

Thailand

1,700

IPO

White & Case

Thailand

1,700

IPO

Weerawong, Chinnavat & Peangpanor

Thailand

1,700

IPO

Cravath, Swaine & Moore

India, U.S.

1,600

Equity

Davis Polk & Wardwell

India, U.S.

1,600

Equity

Amarchand & Mangaldas & Suresh A. Shroff & Co

India, U.S.

1,600

Equity

AZB & Partners

India, U.S.

1,600

Equity

Cleary Gottlieb Steen & Hamilton

India

3,600

Equity

Herbert Smith Freehills

India

3,600

Equity

Amarchand & Mangaldas & Suresh A. Shroff & Co

India

3,600

Equity

Khaitan & Co

India

3,600

Equity

J. Sagar Associates

India

500

Debt

JURISDICTION

Sembcorp Utilities’ acquisition of a 60 percent stake in Green Infra Ltd, an IDFC Alternatives Ltd initiative

Amarchand & Mangaldas & Suresh A. Shroff & Co

Ant Financial’s acquisition of a 25 percent stake in India’s One97 Communications

BlackRock’s sale of AXA Tower in Singapore to a consortium

IPO of Jasmine International PCL’s Internet fund on the Stock Exchange of Thailand

HDFC Bank’s share sale

$3.6 BILLION EQUITY COAL INDIA’S SHARE SALE TO INSTITUTIONAL AND RETAIL INVESTORS • India raised about $3.6 billion by selling a 10 percent stake in staterun Coal India, the world’s largest coal miner, in the largest ever equity deal in the local market. • The share sale will move the government closer to its target of raising $10 billion by selling minority stakes in state-owned companies.

DEAL TYPE

FIRM

$1.7 BILLION IPO

VALUE (US$ MLN)

DEAL NAME

Coal India’s share sale to institutional and retail investors

Export-Import Bank of India’s notes issuance due 2020 under its $6 billion MTN Programme

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ASIAN LEGAL BUSINESS MARCH 2015

NEWS

Awapatent enters Asia, recruits Bird & Bird’s Greater China trademark head

S A view of the Central Business District in Singapore. REUTERS/Allison Ching

KWM to open in Singapore

ing & Wood Mallesons will open an office in Singapore after being granted a foreign law practice licence by the Attorney General’s Chambers. The Singapore office is expected to initially focus on international funds, energy and resources and China inbound and outbound work, covering cross-border and domestic work in South East Asia, and supporting Singapore-based clients on outbound investments. “As the only global law firm headquartered in Asia, KWM is committed to building its global practice from a strong base in the region,” said Stuart Fuller, global managing partner of the firm, in a statement. “Singapore is a key market for our clients given its role as a financial and trading hub and a gateway for investments around South East Asia, North Asia and India. Our expansion into these markets through our office in Singapore is the logical next step for the firm.” The new office is expected to be open within the next couple of months after all the regulatory processes are completed. King & Wood Mallesons currently has 32 offices across Asia, Australia, Europe, the Middle East and North America. Outside of China, its other Asian offices are in Hong Kong and Tokyo.

Withers in tie-up with KhattarWong

rivate-client specialist law firm Withers has entered into a Formal Law Alliance (FLA) with Singapore’s KhattarWong. The FLA, which comes into effect in April, will see the firms form “Withers KhattarWong,” and the entire KhattarWong partnership will also become partners at Withers. Withers’ Singapore office currently has nine lawyers, including six partners, focusing on tax and estate planning, corporate, cross-border dispute resolution and arbitration advice. The 70-lawyer KhattarWong’s practices include banking and finance, property, corporate and securities, criminal litigation; intellectual property and technology, litigation and dispute resolution, and tax and private client. “Singapore is without question the financial and legal centre of South East Asia and has the highest concentration of millionaire households in the world,” said Withers Singapore office head Jay Krause in a statement. “The creation of Withers KhattarWong follows closely on the launch of Withers SBL, our new alliance in Australia and, taken together, these developments give us a substantially more significant presence through which we can assist clients in this hemisphere.”

wedish intellectual property consultancy firm Awapatent has made a foray into Asia, establishing offices in Beijing and Hong Kong, and recruiting Bird & Bird’s Greater China head of trademark portfolio management to oversee its Asian outfit. The new offices will operate as a branch of the Awapatent Group under the name AWA Asia. Ai-Leen Lim, a former partner and Greater China head of trademarks at Bird & Bird, will lead AWA Asia as CEO and Principal Counsel for the region. Lim will split her time between the two offices. “We have had a strong focus on this important and growing area, and a great interest from our clients for a number of years, and had the ambition to be more present in the region,” said Magnus Hallin, CEO of Awapatent Group. “With Ai-Leen Lim and her team we found the perfect partner as our vision and goals for the future are totally aligned.” The AWA Asia AI-LEEN LIM team comprises seven IP professionals – including Lim – and provides clients with IP services ranging from filing, registration and IP-related transactions, to enforcement and dispute resolution. The team in Asia is expected to grow to around ten IP professionals in the months to come, said Hallin. AWA Asia’s Beijing office is a licensed PRC trademark agency that handles the filing and enforcement of trademarks directly in China. Awapatent has more than 170 IP professionals based in 16 offices across Sweden, Denmark, Germany and Greater China.

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BIRD & BIRD

THE ATV CONUNDRUM

Amita Kaur Managing Associate Asia Dispute Resolution Group

Richard Keady Head of Asia Dispute Resolution Group

A: Asia: Beijing, Hong Kong, Shanghai, Singapore & Sydney W: twobirds.com

BACKGROUND As reported by the press over the last few months, Hong Kong’s longest standing TV station, Asia Television Limited (“ATV”) has been plagued with financial woes and licensing problems. Apart from repeatedly defaulting on payments of employees’ wages, ATV has also defaulted on its carrier licence fee and fee for domestic free television programme service licence (“the Licence”). At the heart of ATV’s problems is a dispute among shareholders, as well as criticism of mismanagement of the station, which led the Communications Authority (“CA”) to advise the Chief Executive in Council (“CEC”) against renewing ATV’s free-to-air licence on 4 November 2014. RECOMMENDATION BY THE CA The regulation of broadcasting in Hong Kong is governed by the Broadcasting Ordinance (“BO”) and supervised by the CA. Most importantly, the BO contains restrictions on who may own and direct a broadcasting company. The initial indication of problems came about when the CA investigated complaints on ATV’s incorrect reporting of the death of Jiang Zemin. As a result, ATV was fined of HK$300,000. The CA further imposed a HK$1 million fine on ATV after its investigations revealed that Mr. Wong Ching (ATV’s ultimate majority shareholder at that time and mainland property tycoon) was in control over ATV, in violation of the BO.

NON-PAYMENT OF LICENCE FEES ATV has also failed to pay the Licence fees resulting in the CA imposing a penalty of HK$200,000 on ATV. The CA has directed ATV to settle the outstanding licence fees and interests in two instalments warning that failure by ATV to comply with this would lead to the CA imposing further sanctions on ATV. TWELVE MONTH NOTICE PERIOD The BO stipulates that where the CEC decides not to extend or renew a TV licence, he shall notify the licensee at least 12 months before the expiry of the validity of the licence. Given that ATV’s Licence will expire on 30 November this year, the CA has indicated that that the BO makes provisions for the CEC to extend the term of a licence where it is necessary for the purpose of complying with the 12 month notice requirement. RECENT DEVELOPMENTS Just prior to Chinese New Year, ATV managed to raise funds through the sale of some agricultural land as well as the copyright of 29 soap operas. ATV confirmed that all outstanding employee wages for December and January have now been paid. Furthermore, the CA has confirmed that it has received cheques from ATV in settlement of its outstanding Licence fees and interests. At the time of writing, there has been no announcement by the CEC on the renewal of ATV’s Licence.

Brown Rudnick in alliances with two law firms in the UAE

oston-headquartered law firm Brown Rudnick has signed collaboration agreements with two UAE law firms, namely Hikmat Fayad & Associates and Walid Nasser & Associates. According to the agreements, Brown Rudnick will partner with the two firms on transactions and disputes in the UAE. The local firms will handle Arabic-language transactional work and disputes before State Courts and in arbitration, while Brown Rudnick will focus on common law and civil law transactions, and litigation and arbitration relating to the MENA region. Hikmat Fayad & Associates was founded in Beirut in 1970 and in Dubai in 1977, and focuses on litigation, arbitration and corporate work. Walid Nasser & Associates was founded in Beirut in the 1980s has an international transactional and disputes practice. “We are thrilled to be joining forces with these two reputable law firms,” said Joseph Ryan, Brown Rudnick’s chairman and CEO, in a statement. “This unique collaboration

Malaysia’s Abdullah Chan in tie-up with London law firm

M REUTERS/Ahmed Jadallah

brings together firms from multiple jurisdictions to offer seamless, high quality transactional and disputes services in the UAE.” Brown Rudnick’s MENA practice is lead by partners Nicholas Tse and Sebastien Bonnard, based in London and Paris respectively.

alaysian law firm Abdullah Chan & Co has entered into an association with London law firm Child & Child in the country. The tie-up aims to service clients in Malaysia, as well as Malaysian investors looking at the UK. Abdullah Chan is currently also in association with Paris-headquartered law firm Cotty Vivant Marchisio and Lauzeral. “With Cotty Vivant Marchision & Lauzeral, we already offered a strong proposition to Malaysian clients investing in France, the Emirates, Singapore, Myanmar and Japan,” said Abdullah Chan partner, Dato’ Muthanna Abdullah, in a statement. “With this distinctive association with Child & Child, we now offer an even stronger proposition to clients investing in these countries by being one of the few Malaysian law firms with additional reach in London and the United Kingdom.”

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ASIAN LEGAL BUSINESS MARCH 2015

NEWS

Atsumi & Sakai opens in London

tsumi & Sakai has established an office in London, becoming the first Japanese firm to open its doors in the UK. The London office, which operates under the name Atsumi & Sakai Europe Limited, advises clients on all aspects of Japanese law, with a focus on M&A, banking, capital markets and securities regulation. Corporate partner Ryuichi Nozaki has relocated from Tokyo to head Atsumi & Sakai’s London office. He is supported by Tokyobased senior partner Hiroki Mori, who oversees the firm’s European practice group in Japan. Atsumi & Sakai Europe also advises clients on Chinese, Australian and U.S. law through lawyers based in the firm’s Tokyo office who are qualified in those jurisdictions, the firm said in a statement. The London office will also continue to provide advice on German law through its foreign law joint enterprise with Janssen Foreign Law Office.

Thomson Reuters in strategic alliance with South Korea’s In-House Counsel Forum

homson Reuters last month signed a Memorandum of Understanding (MOU) with the South Korea’s InHouse Counsel Forum (IHCF) in Seoul with the objectives of mutual collaboration on legal education programs and industry events for legal professionals in Korea and promoting best industry practices.

The IHCF is one of Korea’s two largest

in-house counsel associations with a membership of over 1,000 lawyers who represent more than 500 companies. The other association is the Korea In-house Counsel Association (KICA) with whom Thomson Reuters also signed an alliance agreement last March. Under the terms of the MOU, IHCF members will able to have discounted access to Thomson Reuters’ legal education and resources, and also collaborate with the company on its various events in South Korea. ”This strategic alliance is significant for us,” said Young S. Bang of Thomson Reuters, who signed the MOU with the president of IHCF, Larry Jo. “We are honored to be the only legal solutions provider as well as the only corporation in Korea that IHCF is partnering with, and will continue delivering quality legal education and legal resources trusted by the legal community to IHCF members.

Magnusson opens its doors in Hong Kong

altic Sea Region law firm Magnusson is set to open in Hong Kong after entering into an association with local firm Advokatfirman Odebjer

Fohlin and bringing partners Kristian Odebjer and Paulo Fohlin on board. The new office, which will operate under the name “Magnusson in association with

REUTERS/Stringer

Odebjer Fohlin,” will focus on advising Chinese clients on their investments in the Baltic Sea Region, and will strengthen the firm’s international arbitration capabilities in Asia. Magnusson will not advise on Chinese law. Odebjer and Fohlin, co-founders of Hong Kong firm Odebjer Fohlin, will oversee the new office. Odebjer specialises in M&A, financings and due diligence, and will co-head Magnusson’s China group. Fohlin, a chartered arbitrator with more than 25 years of court litigation and arbitration experience, will join the firm as head of its international arbitration group. Both Odebjer and Fohlin are registered as foreign lawyers with the Law Society of Hong Kong. Magnusson’s Hong Kong office will be its first in Asia. The firm currently employs about 200 lawyers across 13 offices in the Baltic Sea Region.

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REGIONAL UPDATE

’QFLF would mean advancement and flexibility’

rowers & Hamlins is the first international law firm to apply for a qualified foreign law firm (QFLF) license in Malaysia. Nick White, partner, and regional manager, Malaysia, talks about the firm’s strategy in the country, as well as the advantages of the QFLF approach. How would you describe your Malaysia strategy? Our strategy is three-pronged: • To service ASEAN clients active in the UK, whether it is in relation to real estate acquisition, real estate development, corporate and commercial ventures or mergers and acquisitions, banking and finance work, dispute resolution, or otherwise • The same in relation to ASEAN clients active in the Middle East, where we have a longstanding presence and footprint, including our recently announced tie-up with the Saudi Arabian law firm Prima Law. • To assist with ASEAN in-country projects of an international standard, where our expertise is relevant. Our input would not be local law input but would be the expertise which we have and which we have accumulated from our work (including in “developing markets” such as parts of the Middle East).

NICK WHITE

What are some of advantages of the QFLF approach to Malaysia? The advantage of QFLF is that it is “standalone.” That means that we can continue to act as we do at present, being involved with what I call the “A to Z” of Malaysian law firms, enabling us - without the practicalities involved in a tie-up - to work alongside firms who our clients direct us to, and also with the firm of our choosing when we have a “clean sheet of paper” enabling us to do so.

What changes or enhancements do you think a firm like yours can bring to the local legal market? One of our stated aims accords with the provisions of the liberalisation regime, namely to assist in “knowledge transfer” to Malaysian law firms and lawyers. That could be of note in a wide range of areas of law, from Islamic finance through to cross-border deals. We are also aiming for what we saw in the English market in the late 1980s following the entry of American lawyers, namely earlier penetration of lawyers and legal services into commercial activity - rather than being consulted late in the day or as a last resort. We would also expect the advent of the introduction of foreign law firms into the Malaysian market to have an upward effect on legal fees. Not only do Malaysian law firms feel that fee levels are excessively compressed; many of their clients do too!

SINGAPORE

MAS ENCOURAGES THE USE OF PLAIN ENGLISH IN PROSPECTUS

n 5 February 2015, the Monetary Authority of Singapore (“MAS”) issued, for consultation, a set of proposed guidelines on good drafting practices for prospectuses (“Guidelines”). The Guidelines aim to encourage the use of plain English and presentation of information in prospectuses in a clear, concise and logical manner. Under the Securities and Futures Act (Chapter 289) of Singapore, a prospectus is required to contain all information investors and their advisers would reasonably require in order to make an informed investment decision. MAS observed that prospectuses have grown in length and are often drafted in a technical or legalistic manner which investors find difficult to read and understand.

MAS had previously issued a consultation paper in October 2013 on proposals to improve the readability of prospectuses in order to facilitate retail investors’ understanding of key information disclosed in prospectuses. The Guidelines are therefore a further step taken by MAS to ease the understanding of investment information for investors. The general principles set out in the Guidelines are briefly as follows: (i) Use active voice instead of passive voice, such as “We pay fees on an annual basis” instead of “Fees are paid on an annual basis”; (ii) Avoid using hidden verbs, such as “We will offer the securities to the public” instead of “An offering will be made to the public”; (iii) Use personal pronouns (direct language), such as referring the issuer in first-person plural as “we”, “us”, and “our”, and referring an investor in second-person singular as “you” and “your”; (iv) Use plain, everyday words, such as “send” instead of “despatch”; (v) Avoid using legal, financial or technical business jargons; (vi) Use short sentences; (vii) Write in the positive and avoid using multiple negatives, such as “We will reject applications from any persons under the age of 21 years” instead of “We will not accept applications from any person who has not attained the age of 21 years”; (viii) Avoid using defined terms excessively; (ix) Avoid using vague boilerplate disclosures; (x) Avoid “cutting and pasting” contractual terms in its entirety from legal documents; (xi) Present information in a clear, concise and logical manner; and (xii) Keep the length of the prospectus as short as necessarily possible by removing redundant information and using cross-references to information contained elsewhere in the prospectus. Issuers and practitioners are encouraged to adopt the Guidelines when preparing prospectuses and other disclosure documents. MS. SARAH LIM Legal Associate (Corporate Practice) T: (65) 6322 2254 F: (65) 6534 0833 E: sarahlim@loopartners.com.sg Loo & Partners LLP 143 Cecil Street, Level 10, GB Building Singapore 069542 www.loopartners.com.sg

MR. NICHOLAS CHANG Manager, Corporate Finance Department T: (65) 6322 2236 F: (65) 6534 0833 E: nicholaschang@loopartners.com.sg

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ASIAN LEGAL BUSINESS MARCH 2015

NEWS

RHT eyes IPO fundraising route with Catalist listing

HT Group of Companies, owned by the partners of RHTLaw Taylor Wessing, is seeking to raise funds on the Singapore Stock Exchange Catalist Board by listing its holding company, RHT Holdings Limited. The proposed listing is scheduled for the first quarter 2016 or earlier, according to a release, and “will provide funds for the Group’s international aspirations.” RHT Group of Companies consists of RHT Compliance Solutions, RHT Corporate Advisory, RHT Capital and RHT Management Services. Together it provides services in the regulatory and compliance solutions, sponsorship, post-listed compliance and secre-

Indonesia to crack down on corporate tax avoidance

ndonesia will crack down on corporate tax avoidance via transfer pricing this year to try and recoup 200 trillion rupiah ($15.6 billion) in lost state income, mainly in the commodities sector, the new head of the tax office told Reuters. President Joko Widodo’s administration, which took office in October, is planning to double its infrastructure spending this year to build ports, power plants and other projects, and the tax office figure for lost income would cover more than two-thirds of that spending. As a proportion of gross domestic product (GDP), Indonesia, Southeast Asia’s largest economy, has one of the lowest tax takes in the region, trailing behind Malaysia, Singapore, Thailand and the Philippines, according to the World Bank. Sigit Priadi Pramudito, the country’s director-general of taxes, said in an interview that many Indonesian companies, particularly in the coal, palm oil, cocoa and other commodities sectors, were avoiding corporate taxes by using transfer pricing. He declined to give names, but said some of them were major companies. Under the transfer pricing method, an Indonesian company sells its goods to a subsidiary in another country below market prices, and the subsidiary in turn sells them to the market. This effectively reduces profits in Indone-

sia and increases them in that foreign country. “There’s a lot of potential in this area. We suspect that all along, they have been using the transfer pricing method,” Pramudito said. “This year we will chase them.” The tax office has the authority to adjust the tax bill of a company if it suspects that a sale to a related entity is under-priced. In the past, it was difficult to prove companies had under-priced their goods as the tax office lacked comparable data on market prices, Pramudito said. But now it has collected more comprehensive data and is increasing its number of officers, he said, adding that it could take such companies to a tax court and indeed had won some such cases. Widodo plans to add 4,000 taxmen per year to its existing 36,000 to help achieve an ambitious tax revenue target of 1,489.3 trillion rupiah this year, up 30 percent from last year’s collection. During his presidential campaign last year, Widodo pledged to increase tax collection to 16 percent of GDP from about 12 percent, and the tax office is keen to close any loopholes. The tax crackdown on the resources sector comes at a time when the prices of commodities have fallen to multi-year lows due to slowing global economic growth and ample supplies.

REUTERS/Edgar Su

tarial services, corporate governance advisory, share registration, compliance solutions, data analytics, as well as professional training and development. “The inception of RHT Holdings and our decision to list on the SGX Catalist Board is a reflection of our longstanding success and our international ambitions,” said Tan Chong Huat, non-executive director of RHT Holdings, in a statement. “In three short years, RHTLaw Taylor Wessing LLP and the RHT Group have become premier names in Singapore for legal and professional consulting services respectively. We now wish to tap into capital markets to accelerate growth both in Singapore and internationally.”

Azmi in alliance with Penang’s Ezri

alaysian law firm Azmi & Associates is seeking to tap into the Penang market after entering into a collaboration arrangement with a Ezri & Co, an eight-lawyer firm in that state. The collaboration will focus on the following practice areas: Corporate, commercial, personal data protection, Islamic banking, compliance, antitrust, maritime and insurance.

Ezri & Co mainly focuses on litigation, banking and real estate. Following this arrangement, the two firms will continue to operate as separate entities.

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ASIAN LEGAL BUSINESS MARCH 2015

NEWS

China draft counterterror law strikes fear in foreign tech firms

C REUTERS/Albert Gea

Qualcomm to pay $975 mln to resolve China antitrust dispute

ualcomm Inc has agreed to pay China a fine of $975 million, the largest in the country’s corporate history, ending a 14-month government investigation into anti-competitive practices. The deal also requires Qualcomm to lower its royalty rates on patents used in China, likely helping Chinese smartphone makers like Xiaomi Technology Co Ltd and Huawei Technologies Co Ltd. It removes a major source of concern among Qualcomm investors, sending shares of the U.S. chipmaker up 1.6 percent to $68.18 in after-hours trading. China’s expanding high-speed 4G network is driving demand for smartphones with leading-edge technology, but Qualcomm’s opportunities have been clouded by the antitrust investigation, which has also contributed to troubles collecting royalty payments from device makers. Qualcomm said in a statement on Monday it would not contest the China’s National Development and Reform Commission’s (NDRC) finding that Qualcomm violated an antitrust law. Asked whether the resolution in China could affect the outcome of ongoing antitrust probes into Qualcomm in Europe and the United States, Qualcomm President Derek Aberle said, “We fully respect their authority, but we don’t believe it’s likely that

other agencies will necessarily meet similar conclusions.” The U.S. chipmaker also cut its full-year earnings estimate because of the fine, which Qualcomm said would cost it about 58 cents per share, but it raised the lower end of its revenue forecast slightly. “It removes a significant source of uncertainly from our business and really positions our licensing group to really participate in the full growth of the wireless market in China,” Qualcomm Chief Executive Officer Steve Mollenkopf told Reuters in a phone interview. “It’s something we’re happy is over.” Discussions in Beijing over one of the most contentious cases under China’s 2008 anti-monopoly law had intensified recently, culminating in meetings between Qualcomm senior executives and the NDRC in February. Under the terms of the agreement, Qualcomm will offer licenses to its current 3G and 4G essential Chinese patents - widely used by Chinese device makers - separately from other patents. Some on Wall Street have speculated that even limited concessions made to Qualcomm’s licensing business in China could affect the technology company’s licensing deals in other countries. Qualcomm is just one of several overseas companies, including Microsoft Corp, that have come under investigation in China for allegedly anti-competitive practices.

hina is weighing a far-reaching counterterrorism law that would require technology firms to hand over encryption keys and install security “backdoors”, a potential escalation of what some firms view as the increasingly onerous terms of doing business in the country. A parliamentary body read a second draft of the country’s first anti-terrorism law recently and is expected to adopt it soon. The initial draft, published by the National People’s Congress late last year, requires companies to also keep servers and user data within China, supply law enforcement authorities with communications records and censor terrorism-related internet content. Its scope reaches far beyond a recently adopted set of financial industry regulations that pushed Chinese banks to purchase from domestic technology vendors. The implications for Silicon Valley companies, ranging from Microsoft to Apple Inc , have set the stage for yet another confrontation over cybersecurity and technology policy, a major irritant in U.S.-China relations. “It’s a disaster for anyone doing business in China,” said one industry source. “You are no longer allowed a VPN that’s secure, you are no longer able to transmit financials securely, or to have any corporate secrets. By law, nothing is secure.” Although the counterterrorism provisions would apply to both domestic and foreign technologies, officials in Washington and Western business lobbies argue the law amounts to unfair regulatory pressure targeting foreign companies. “The true test will come with implementation,” said Scott Kennedy of the Center for Strategic and International Studies in Washington. “Given the recent spate of AMLrelated (anti-monopoly law) cases against foreign firms, the regulations about the banking sector, and the reduction of foreign firms’ products on government procurement lists, there is good reason for foreign firms to be highly concerned,” Kennedy said.

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Hong Kong seeks to rival Singapore as corporate FX hub

In a bid to rival Singapore, Hong Kong is introducing sweeping tax measures aimed at making it a more attractive centre in Asia for global corporations to trade foreign exchange. Hong Kong is established as a regional centre for company headquarters. But multinationals have tended to choose Singapore to manage foreign exchange operations, drawn by a low-tax base and pro-business policies. To counter that, Hong Kong will table a bill to remove hurdles that deter companies from locating their treasury functions in Hong Kong, Financial Secretary John Tsang said last month. At the heart of the tax changes is a proposal to make all inter-company interest tax deductible for corporate treasury centres, which should bring Hong Kong into line with Singapore. The government also wants to slash the

headline tax rate on profits arising from specific treasury activities to 8.25 percent, half the current rate and below Singapore's 10 percent rate. "Singapore has been offering tax incentives for finance and treasury centres since 2004 and in that time has really built up its corporate FX and treasury capability," said James Badenach, financial services tax partner at EY in Hong Kong. "With the liberalisation of the RMB (yuan), Hong Kong has a significant opportunity to close the gap with Singapore, but to capture its share of corporate FX flow it needs to attract more corporate treasury centres." Hong Kong's average daily FX turnover as of April 2013 was $275 billion, ranking it third in Asia, well behind Singapore and Japan, and fifth globally, data from the Bank of International Settlements shows. Corporate treasury centres operate like a company's internal bank. They enter trades

to hedge currency risk and commodity price swings, manage borrowing and lending, reinvest idle cash, and raise capital. About half of the 7,585 foreign or mainland companies operating in Hong Kong are regional headquarters or central offices that carry out treasury functions, an October 2014 survey by InvestHK and the Census and Statistics Department shows. More than 12,000 European and U.S. companies have operations in Singapore, many of which use the city as regional headquarters, according to European Union and U.S. figures. Until now, interest income earned by a corporate treasury centre on inter-group transactions, such as a loan to an overseas group company, was taxable in Hong Kong. Interest expense paid on the loan was not tax deductible.

Bakrie Telecom debt ploy exposes new foreign investor pitfall in Indonesia

n Indonesian telecommunication company found a creative way to ensure that its debt restructuring was approved over some creditors’ objections: it loaned itself money and then counted its own votes toward approving the plan. The maneuver, which distressed debt investors said was unprecedented, was validated by a Jakarta court. But investors who have sued PT Bakrie Telecom Tbk and its subsidiaries in New York over a $380 million bond say they were barred from voting on the restructuring. The bond’s trustee Bank of New York Mellon said that violated both the terms of the bond contract and the law, without specifying which country’s law, according to a letter to Bakrie Telecom seen by Reuters. The dispute has shaken investor sentiment in Indonesian corporate debt just as President Joko Widodo is pushing for more foreign investment and local companies are trying to raise capital to expand. FDI in In-

donesia totaled 307 trillion rupiah ($24.1 billion) in 2014. Bakrie Telecom said the bondholders were not eligible to vote on the restructuring plan because they weren’t direct creditors. The notes they bought were issued by a special purpose vehicle (SPV) in New York, which then lent the proceeds to Bakrie Telecom. The SPV, representing $380 million of Bakrie Telecom’s debt, cast its votes in favor of the restructuring plan, which was overwhelmingly approved on Dec. 8. Creditor claims that were recognized by the Jakarta court administrators totaled more than $770 million. “They are now the issuer and the creditor,” said Hal Hirsch, a lawyer representing a group of Bakrie Telecom investors who collectively own more than 25 percent of the bond that was set to mature in May. “They shake their own hands, they enter into their own agreement, and they have now effectively eviscerated any claim that the noteholders have.”

REUTERS/Dadang

Bakrie Telecom does not recognize the bondholders as its creditors because the company and the SPV that issued the bond are “two separate legal entities”, Aji Wijaya, a lawyer representing Bakrie Telecom, said. “Whoever the creditor is, the rules of the game here have to be followed,” Wijaya said, adding that creditors will not get any money back if the company goes bankrupt. A Jakarta court approved the restructuring vote on Dec. 9. Hirsch said bondholders chose not to appeal the decision because “the additional time, cost and delay would have been sadly a waste.”

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ASIAN LEGAL BUSINESS MARCH 2015

APPOINTMENTS

LATERAL HIRES NAME

LEAVING

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PRACTICE

LOCATION

CHUA ENG HUI

Wong Thomas and Leong

RHTLaw Taylor Wessing

Litigation, Dispute Resolution

Singapore

WING ON CHUI

King & Wood Mallesons

Bird & Bird

Equity Capital Markets

Hong Kong

ANDREW DALE

Orrick, Herrington & Sutcliffe

Ropes & Gray

Litigation, Arbitration, Corporate Investigations

Hong Kong

PIETER DE RIDDER

Loyens & Loeff

Mayer Brown JSM

Tax

Singapore

GORDON FENG

Paul Hastings

Jun He Law Offices

Employment

Shanghai

MELODY HE-CHEN

Morrison & Foerster

DLA Piper

Corporate

Hong Kong

DAVID KUO

Allen & Overy

Milbank, Tweed, Hadley & McCloy

Corporate, Finance, Capital Markets

Hong Kong

DAVID LEE LAI HUAT

Tay & Partners

Zul Rafique & Partners

Corporate

Kuala Lumpur

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KWON LEE

Lee International IP & Law Group

Mayer Brown

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Hong Kong, New York

KEFEI LI

Wilson Sonsini Goodrich & Rosati

Sidley Austin

Corporate, Securities

Beijing

AI-LEEN LIM

Bird & Bird

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Intellectual Property

Hong Kong, Beijing

MICHAEL WONG

Allen & Overy

K&L Gates

Investment Management, Financial Regulation

Hong Kong

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SIDHARTH BHASIN

Shearman & Sterling

Hong Kong

Singapore

M&A, Private Equity

MATTHEW BUBB

Ashurst

Singapore

Tokyo

Asia Managing Partner

TATMAN SAVIO

Akin Gump Strauss Hauer & Feld

Washington, D.C.

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RELOCATIONS

Legal Counsel - Singapore Our Business Pacific Life Re is a global life reinsurer; we currently have operations in Europe, North America and Asia and are seeking regulatory approval to set up a new subsidiary based in Australia. At Pacific Life Re, you will find an established team of experts providing innovative reinsurance solutions. We have the support and backing of a parent company that’s been in business for over 145 years, our strength is based on building long-term sustainable partnerships with our clients.

The Role You will be a valued member of a growing legal team, which strives to deliver an exceptional legal and compliance service in a vibrant and fast-paced working environment. We offer substantial opportunities to develop your existing skills and to learn new ones, through challenging daily responsibilities and project work. We operate in a culture that encourages personal autonomy, responsibility and ownership.

Job Summary • You will report to the General Counsel - Australia and Asia. • You will join our Asia business at an exciting time; we have ambitious expansion plans in the region, both in terms of where we operate and the products we reinsure. • Our clients and prospective clients have business presence in many different countries including Korea, Japan, China, Thailand, Malaysia, Singapore, Taiwan and Indonesia. • You will play a key role in supporting the Asia business as we seek

regulatory permissions to grow our business in new territories. • The role will include taking the lead on legal aspects of reinsurance documentation. • Working closely with our Asia management team, you will also identify and take ownership of legal, regulatory and compliance issues relating to the Asia business, and provide day to day legal support. • We are seeking a candidate with 5+ years’ post qualification experience.

For further information, please contact our exclusively retained consultant:

Theresa Pang, Laurence Simons Singapore e: theresa.pang@laurencesimons.com | t: +65 6590 9169

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ASIAN LEGAL BUSINESS MARCH 2015

DREW & NAPIER

Wendell Wong Director, Dispute Resolution T: (65) 6531 2496 E: wendell.wong@ drewnapier.com

Priscylia Wu Associate, Dispute Resolution T: (65) 6531 2729 E: priscylia.wu@ drewnapier.com

TIME TO BLOW THE WHISTLE ON SECURITIES OFFENCES? On 22 September 2014, the Securities and Exchange Commission (“SEC”) announced an expected award of more than US$30million to a whistleblower living outside the United States of America, who provided key original information that led to a successful SEC enforcement action against an on-going fraud. To date, this award is the largest made by the SEC’s whistleblower program.1 In Singapore, there is presently no overarching legislation dealing with the issue of whistleblowers, how they should be protected and/or whether they should be accorded leniency in sentence on account of their early disclosure of offences. However, there are separate legislations offering protecting to whistleblowers in individual areas. In addition, where the whistleblower was a participant in the offence, case law provides that voluntary surrender and co-operation with the police or prosecution may accord some mitigating value in the court’s decision on sentence.2 Whistleblowers of securities offences in Singapore are not protected by any legislation at present. It is perhaps timely that legislation affording protection and/or leniency to this group of whistleblowers be considered. Securities offences sanctioned by the Securities and Futures Act (Cap. 289) (“SFA”) include (i) insider trading3, (ii) false trading / market rigging4, (iii) making of false or misleading statements5, and (iv) the failure to disclose material information.6 Singapore’s securities market has moved from a merit-based regulation where the regulator decides what is disclosed to the market to a disclosure-based regime which empowers investors to make informed decisions based on publicly-available information.7 The disclosure-based regime demands an effective market enforcement regime which swiftly and firmly deals with any transgressions in order to preserve investor confidence in Singapore’s capital markets.8 An effective market enforcement regime will require that any and all transgressions be disclosed to the relevant authorities as soon as possible so that they can be swiftly dealt with.

A: 10 Collyer Quay, Ocean Financial Centre #10-01, Singapore 049315 T: (65) 6535 0733 F: (65) 6535 4906 E: mail@drewnapier.com W: www.drewnapier.com

Legislation protecting whistleblowers and/or affording leniency will be a step forward in facilitating an effective market enforcement regime. The epitome of protection and incentives for whistleblowers may be the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank

Act”) enacted in 2011 in response to the 2008-09 financial crisis in the United States of America.9 The Dodd-Frank Act not only provides whistleblowers with confidentiality of identity, but also incentivises whistleblowing with monetary benefits of 10-30% of the money collected in a case where the whistleblower provides high-quality, original information that results in an SEC enforcement action with sanctions exceeding US$1 million.10 Singapore may not wish to go so far as to provide actual monetary incentives to whistleblowers who come forward with high-quality information. Apart from practical issues such as how the incentive programmes should be structured and where the funds for the monetary incentives may be sourced, such inducements could result in credibility issues if the evidence of a whistleblower is crucial for a conviction in any criminal proceedings which may result from the disclosure.11 In this regard, Singapore may wish to look at Australia’s Corporations Act 2001, which provided the model for many provisions in the SFA when the Securities and Futures Bill was first drafted in 2001. Part 9.4AAA of Australia’s Corporations Act 2001 was implemented in 2004 to provide protection for whistleblowers who disclose information indicating that the company or an officer/employee of the company has or may have contravened a provision of the Corporations legislation.12 Part 9.4AAA is designed to prohibit employers from victimising the whistleblower who reports a suspected breach in good faith and on reasonable grounds.13 However, Part 9.4AAA does not protect whistleblowers from liability for any illegal act or wrongdoing in which they were involved and the whistleblowers can still be subject to criminal prosecution in relation to that act or wrongdoing.14 While Part 9.4AAA may seek to prohibit the victimisation of whistleblowers, the dynamics in a company will never be the same once it is known that an individual has blown the whistle on the management and/or colleagues. No legislation can deal with the complex inter-personal workplace relations issues arising as a consequence of a disclosure.15 Local legislation dealing with whistleblowing in other white-collared offences may perhaps be more insightful. Legislations protecting whistleblowers in Singapore include section 36 of the Prevention of Corruption Act

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(Cap. 241) which restricts disclosure of the identity of informers. Another such legislation is section 89 of the Competition Act (Cap. 50B) which ensures the preservation of secrecy of all matters relating to the identity of persons furnishing information to the Competition Commission of Singapore (“CCS”). CCS has also gone one step further to administer a Leniency Programme available to businesses that are part of a cartel agreement.16 The Leniency Programme allows these businesses to apply to CCS for an immunity or a reduction of up to 100% of the financial penalties where the business gathers and provides CCS with the necessary information and evidence relating to the cartel.17 Legislation ensuring that the identity of informers are protected (as in the Prevention of Corruption Act and Competition Act) may be a cautious first step in encouraging individuals possessing highly useful information to come forward.18 Such individuals are typically officers, employees or parties related to the company with information which they have obtained as a result of their internal position. The whistleblowers’ internal position also mean that they may require a higher level of encouragement to come forward as whistleblowers may fear possible reprisals from their colleagues or employers upon their disclosure of incriminating information and/or evidence. A bolder reform Singapore can consider, above simply protecting the identity of informers, may be a leniency programme (not unlike the Leniency Programme administered by CCS) for whistleblowers who participated in the very act or wrongdoing they seek to disclose. This leniency programme will expressly provide whistleblowing as a mitigatory factor where the whistleblower provides information which will allow the police to commence an investigation into a securities offence or add significant value to an on-going investigation.19 The advantages of whistleblowing are largely acknowledged and include the facilitation of successful prosecution of offences which are otherwise difficult to detect.20 Given Singapore’s interest in preserving investor confidence in Singapore as a leading and world-class capital market which requires an effective market enforcement regime able to swiftly and firmly deal with any transgressions, a reform of the whistleblower protection and adoption of a leniency programme in the SFA is timely and progressive. SEC Press Release “SEC Announces Largest-Ever Whistleblower Award” <http://www.sec.gov/News/ PressRelease/Detail/PressRelease/1370543011290#. VOmZA_mUf_M> 2 Sentencing Practice in the Subordinate Courts (LexisNexis, 3rd Ed, 2013) at p 149-150 3 SFA, section 218

Id, section 197 Id, section 199 6 Id, section 203 7 Singapore Parliamentary Debates (5 October 2001) vol 73 at cols 2127-2128 (BG Lee Hsien Loong, Deputy Prime Minister) 8 Id at cols 2135 9 White House, Wall Street Reform: The Dodd-Frank Act <http://www.whitehouse.gov/economy/middle-class/ dodd-frank-wall-street-reform> 10 Supra n 1. 11 Paul Latimer, “Whistleblowing in the Financial Services Sector (Part 2)” (2004) 23 University of Tasmania Law Review 176 at p 187 12 Australia Corporations Act 2001 (C2015C00003), section 1317AA 13 Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act (2004) Explanatory Memorandum at para 5.381 14 Id at para 5.386 15 Supra n 11, at 199 and 204 16 CCS, Applying for Leniency <https://www.ccs.gov.sg/ working-with-ccs/applying-for-leniency> 17 CCS, Procedures under the leniency programme <https://www.ccs.gov.sg/working-with-ccs/applyingfor-leniency/procedures> 18 Paul Latimer and A J Brown, “Whistleblower Laws: International Best Practice” (2008) 31 UNSWLJ 766 at 775 19 CCS, Eligibility for leniency application <https:// www.ccs.gov.sg/working-with-ccs/applying-forleniency/eligibility> 20 Supra n 1; Supra n 16 4 5

About Drew & Napier LLC Drew & Napier’s Criminal Practice comprises an exceptional team of lawyers from across our firm. We provide our clients with a single access point for representation on commercial, securities, and noncommercial crimes. We draw our expertise from specialists across Drew & Napier’s practice groups including Banking & Corporate, Tax, Intellectual Property, and Dispute Resolution. Our lawyers have dealt with an extensive range of criminal matters and we have experience in regulatory, trial and appeal processes. We are committed to providing support for our clients at every stage of the criminal justice process from investigations to prosecutions in court. Our clients include major corporations, listed companies and individuals.

Find out more at www.drewnapier.com.

COVER STORY

ASIAN LEGAL BUSINESS MARCH 2015

> As an organization, Asian Legal Business (ALB) aims to map the legal market in the region a variety of ways. Our law awards, held annually now in Singapore, Hong Kong, China, Malaysia, Indonesia, Japan and South Korea are among the most prestigious ones for the legal industry in Asia, and we also do a host of rankings every year. The award winners (and nominees), as well as the firms that make our rankings, give us an indication as to which law firms are winning the headline-grabbing deals, acting as counsel in important disputes, and keeping both their clients and their employees happy in the process. The ALB Power List 2015 thus pulls together all this information and uses it to pick the most influential law firms in the region on the basis of work done, clients satisfied and talent acquired and retained. Since some firms have more a regional reach than others, we have two lists: the Domestic Power List, for firms that are most influential in their home countries, and the Regional Power List, which lists the most â&#x20AC;&#x153;powerfulâ&#x20AC;? firms across Asia. The lists are in alphabetical order.

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COVER STORY

ALLEN & GLEDHILL

HADIPUTRANTO, HADINOTO & PARTNERS INDONESIA

THE DOMESTIC POWER LIST

Singapore’s largest domestic law firm in the ALB Top 50 Rankings for 2014, Allen & Gledhill picked up numerous awards and accolades in the past year, including Real Estate Law Firm of the Year at the ALB Southeast Asia Law Awards. And as Singapore had an immense M&A year in 2014, A&G made the top tier of ALB’s M&A Rankings 2014 for Singapore. Early on in the year, it launched a Myanmar firm in Yangon, which came months after the establishment of Allen & Gledhill (Laos) in Vientiane.

Despite being dethroned as Indonesia’s largest law firm by ABNR in 2014, HHP had an otherwise good year, being named Deal Firm of the Year, Energy and Resources Law Firm of the Year and Indonesia Law Firm of the Year at the inaugural ALB Indonesia Law Awards, apart from being involved in a host of crucial deals such as XL Axiata’s Acquisition of Axis Telekom, which was named Indonesia Deal of the Year. It was named in the top tier of the ALB M&A Rankings for Indonesia as a result.

> Allen & Gledhill (Singapore) > Deacons (Hong Kong) > Hadiputranto, Hadinoto & Partners (Indonesia) > Kim & Chang (South Korea) > Mori Hamada & Matsumoto (Japan) > Rajah & Tann (Singapore) > Romulo Mabanta Buenaventura Sayoc & De Los Angeles (Philippines) > Shearn Delamore & Co (Malaysia) > Tilleke & Gibbins (Thailand) > VILAF (Vietnam)

DEACONS

KIM & CHANG

Deacons remains Hong Kong’s largest domestic firm by some distance: The ALB Top 50 Rankings for 2014 had the firm at 253 fee-earners, with the second-placed firm well back at 86. Apart from a raft of nominations at The Macallan ALB Hong Kong Law Awards 2014, the firm came away with Intellectual Property Law Firm of the Year. It was also voted by its employees as an “Employer of Choice” in Hong Kong, and made the M&A Rankings for the SAR as well.

The second annual ALB Korea Law Awards, held late last year, saw Kim & Chang win an impressive nine awards, including Korea Deal of the Year, Deal Firm of the Year, and Korea Law Firm of the Year. It certainly has the numbers on its side; the firm has about 1000 feeearners, more than twice the number of its nearest competitor. The firm was also named in the top-tier of the ALB 2014 M&A rankings, capping off a successful year for the firm.

THE REGIONAL POWER LIST

THE DOMESTIC POWER LIST

SINGAPORE

HONG KONG

MANILA

CEBU

SOUTH KOREA

HONG KONG

www.romulo.com | +632.555.9555

ROMULO MABANTA BUENAVENTURA SAYOC & DE LOS ANGELES

> Allen & Overy > Baker & McKenzie > Clifford Chance > Freshfields > Herbert Smith Freehills > Hogan Lovells > King & Wood Mallesons > Linklaters > Maples and Calder > Mayer Brown JSM

COVER STORY

MORI HAMADA & MATSUMOTO JAPAN

Apart from a number of deal award wins at the ALB 2014 Japan Law Awards, Mori Hamada & Matsumoto was named The Canadian Chamber of Commerce in Japan Award Litigation Specialist Law Firm of the Year, the Japan Deal Firm of the Year, and – the icing on the cake – the Japan Law Firm of the Year. It also made the top tier in Japan in both the M&A and the IP rankings. Aside from a new office in Yangon, it was also involved in key deals like the Skylark IPO.

RAJAH & TANN SINGAPORE

Rajah & Tann bolstered its disputes credentials last year after being named as the Arbitration Law Firm of the Year at the ALB 2014 Southeast Asia Law Awards, and also underlined its M&A prowess by being involved in the Southeast Asia Deal of the Year. In the various rankings, it was named in the top tiers of both the IP Rankings and M&A Rankings for Singapore. The icing on the cake was the launch of its ASEAN law firm network, Rajah & Tann Asia.

ROMULO MABANTA BUENAVENTURA SAYOC & DE LOS ANGELES PHILIPPINES

One of the largest law firms in the Philippines, Romulo Mabanta Buenaventura Sayoc & De Los Angeles won the Philippines Deal Firm of the Year at the ALB 2014 Southeast Asia Law Awards. RICARDO J ROMULO Aside from being Senior Managing Partner feted as a top-tier firm in the ALB M&A Rankings 2014 for the Philippines, it was also named as an Employer of Choice, one of only two firms to receive the honour from that country. It was additionally involved in key deals like Robinsons Retail Holdings’ IPO.

ASIAN LEGAL BUSINESS MARCH 2015

SHEARN DELAMORE & CO MALAYSIA

Shearn Delamore was named as a top-tier firm in ALB’s IP and M&A Rankings for 2014, and is currently the second-largest law firm in the country, according to the ALB Top 50 Largest Law Firms 2014. The firm was involved in the takeover of Fraser & Neave by TCC Assets and Thai Beverage Public Co, the deal that emerged the joint winner for the M&A Deal Firm of the Year at the Malaysia Law Awards.

TILLEKE & GIBBINS THAILAND

At the end of 2013, Tilleke & Gibbins had expanded its reach in three new countries in the ASEAN region – Indonesia, Laos, and Myanmar – but it is in its key markets, namely Thailand and Vietnam where it remains most strong. It was named as the Employer of Choice in both those countries, and made the M&A rankings there too, but it is in IP where it remains a formidable force, making the top tier in both Thailand and Vietnam. More expansion is expected in 2015.

VILAF

VIETNAM

Vietnam International Law Firm (VILAF) was prominent in the ALB rankings in 2014, being named in the top tier of the M&A Rankings, and also named an Employer of Choice (one of DANG DUONG ANH only two in that Hanoi Managing Partner country), apart from being ranked as the second-largest law firm in Vietnam. Last year it advised Mondelez International on its agreement to pay $370 million to buy an 80 percent stake in the snack business of Vietnamese company Kinh Do. Some months before that, it advising Vingroup on Vingroup Joint Stock Company on its $200 million U.S. dollar high-yield bond issuance, the first offshore public bond from a privately owned Vietnamese company, as well as the first from a Vietnamese real estate operator.

THE REGIONAL POWER LIST

ALLEN & OVERY Allen & Overy had two big awards nights last year, at the ALB 2014 Southeast Asia Law Awards -- where it picked up awards in 10 categories, including the Southeast Asia Law Firm of the Year and the Emerging Markets Law Firm of the Year – and the China awards, where among other accolades, it was jointly named Real Estate Law Firm of the Year – International. It was a ranked M&A firm in multiple countries, and was the fifth-largest international law firm in Asia, according to the ALB Top 50.

BAKER & MCKENZIE Asia’s largest international law firm by lawyer numbers, Baker & McKenzie was particularly prominent at The Macallan ALB Hong Kong Law Awards 2014, and also enjoyed recognition at the Southeast Asia and China Law Awards. At the Hong Kong awards, it was named both Tax and Trusts Law Firm of the Year and Wealth Management Law Firm of the Year. Additional, Bakers and its network/affiliate firms in Hong Kong, Indonesia, Malaysia and the Philippines were named as Employer of Choice in ALB’s annual list.

CLIFFORD CHANCE Clifford Chance is Asia’s second-largest international law firm, with more than 450 fee-earners in Asia, according to the ALB Top 50. At the ALB 2014 China Law Awards, it was named as the International Law Firm of the Year, won Dealmaker of the Year – International, and also was on the CNOOC/Nexen Financing deal, which won the Energy & Resources Deal of the Year. In ALB’s M&A rankings for 2014, Clifford Chance was a top-tier firm in China, Hong Kong and Singapore, and was also ranked in Japan and Thailand.

FRESHFIELDS Evidence of Freshfields’ regional reach was provided by the recognition it received last year in ALB’s China, Hong Kong, Japan and Southeast Asia law awards. Stephen Revell of Freshfields was named Southeast Asia Managing Partner of the Year in the Southeast Asia awards, where it was also on award-winning deals. At The Macallan ALB Hong Kong Law Awards 2014, Robert

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Ashworth was named the IPP Wealth Advisers Ltd Award Dealmaker of the Year. The firm is the sixth-largest international law firm in Asia, and was ranked for M&A in numerous markets.

HERBERT SMITH FREEHILLS Asia’s ninth-largest international law firm was successful in a variety of ALB awards last year, primarily in Hong Kong, Southeast Asia and Korea, with the occasional awards also in Japan and China. In Hong Kong, it was named Dispute Resolution Law Firm of the Year, in Korea it was on the Debt Market Deal of the Year, and at the ALB 2014 Southeast Asia Law Awards, it took home Corporate Social Responsibility Law Firm of the Year. Additionally it won M&A rankings recognition for multiple countries.

HOGAN LOVELLS Hogan Lovells was a prominent feature in ALB’s IP rankings last year, being ranked in China, Hong Kong, Japan and Vietnam, and also made the M&A rankings in those countries. It is currently the eighthlargest international law firm in Asia, with 252 fee-earners, including 54 partners, according to the ALB Top 50 Largest Law Firms. In the past year, it also expanded its offices across Asia with some key partner hires in China, Hong Kong, Vietnam and Singapore, and continued to do the same into 2015.

KING & WOOD MALLESONS Understandably, much of King & Wood Mallesons’ awards wins last year came in China and Hong Kong. In the ALB 2014 China Law Awards, KWM’s Xu Ping was named Dealmaker of the Year for China. The firm also won four key firm-category awards, including International Arbitration Law Firm of the Year, and Wang Ling was named Managing Partner of the Year. It also won Corporate Citizenship Law Firm of the Year at The Macallan ALB Hong Kong Law Awards 2014, and was ranked for IP and M&A in China.

LINKLATERS As Asia’s third-largest international law firm, with 316 fee-earners (including 60 partners, according to the ALB Top 50, Linklaters was ranked in multiple Asian countries for M&A last year, including China and Singapore, where it made the top tier. At The Macallan ALB Hong Kong Law Awards 2014, it was named Deal Firm of the Year, while at the ALB 2014 Southeast Asia Law Awards, it was on both the Debt Market Deal of the Year, and the Equity Market Deal of the Year.

MAPLES AND CALDER Winning the Offshore Law Firm of the Year at The Macallan ALB Hong Kong Law Awards 2014 capped off a successful night for Maples and Calder, which was also on

COVER STORY

the Hong Kong Deal of the Year, the M&A Deal of the Year and the Debt Market Deal of the Year. At the ALB 2014 China Law Awards, the firm was also named Offshore Law Firm of the Year, in addition to being on the Debt Market Deal of the Year, the M&A Deal of the Year, and the TMT Deal of the Year.

MAYER BROWN JSM One of the top ten largest law firms in Asia by fee-earner size, Mayer Brown JSM won the Insolvency and Restructuring Law Firm of the Year, Insurance Law Firm of the Year and Real Estate Law Firm of the Year award at the The Macallan ALB Hong Kong Law Awards 2014 to mark a successful year for the firm. Also, in both the IP and M&A rankings last year, it ranked in both China and Hong Kong. The firm also has a presence in Bangkok, Hanoi, Ho Chi Minh City and Singapore.

METHODOLOGY Law firms and lawyers are picked on the basis of awards and nominations at ALB’s various law awards in 2014, appearances in ALB’s various rankings and lists in that year, and also on market feedback.

INDONESIA

ASIAN LEGAL BUSINESS MARCH 2015

THE AEC APPROACHES: IS INDONESIA READY? REUTERS/Sigit Pamungkas

THE ASEAN ECONOMIC COMMUNITY (AEC) IS DUE TO BE ESTABLISHED BY THE END OF THE YEAR, WHICH SHOULD ENCOURAGE TRADE AND ATTRACT INVESTMENT INTO THE REGION. THE LIBERALISATION AND INTEGRATION OF ASEAN MEMBERS’ CAPITAL MARKETS HAS BEEN A KEY FOCUS AREA IN THE LEAD UP TO THE AEC. SOME ANALYSTS HAVE CLAIMED THAT THE SUCCESS OF THE AEC’S CAPITAL MARKETS WILL BE HEAVILY DEPENDENT ON THE PARTICIPATION OF INDONESIA, ASEAN’S LARGEST ECONOMY AND MOST POPULOUS NATION. BUT HOW READY IS INDONESIA? MEANWHILE, INDONESIA’S LEGAL MARKET HAS BEEN BUSY, WITH A NUMBER OF LOCAL FIRMS LOOKING TO FORGE ALLIANCES WITH REGIONAL AND INTERNATIONAL PLAYERS IN PREPARATION FOR THE NEW AEC ERA. KANISHK VERGHESE REPORTS

he establishment of the ASEAN Economic Community (AEC) by the end of 2015 is intended to encourage trade and investment between member nations, and to make ASEAN a major global player by transforming the region into a single trading bloc. Each of the

ten member countries are at different stages of development as they prepare to integrate their markets. However, the readiness of Indonesia, ASEAN’s largest economy and most populous nation, has been a cause for concern, especially in the area of capital markets integration. Meanwhile, Indonesia’s

legal industry has been abuzz with the formation of alliances between local firms and their regional and international counterparts as they prepare for the AEC. The AEC aims to create a single market and production base with a free flow of goods, ser vices, capital and labour.

INDONESIA

ASIAN LEGAL BUSINESS MARCH 2015

“WE NEED TO SEE CLEAR GUIDANCE FROM THE NEW GOVERNMENT IN TERMS OF PREPARING OURSELVES FOR THIS LIBERALISATION. I AM SURE OPENING UP THE MARKET WILL ULTIMATELY BE GOOD FOR INDONESIA, BUT IT TAKES TIME, AND THE INDUSTRY NEEDS TO ADJUST ITSELF.” Tjahjadi Bunjamin, Hiswara Bunjamin & Tandjung

Member nations have been working – albeit at varying speeds – to align their regulations and structures in preparation for the AEC. Indonesia, which makes up nearly 40 percent of ASEAN’s $2.3 trillion economy, is considered a core component to the AEC’s success. From Indonesia’s point of view, the government has done quite a lot of preparation, but far from enough, says Fikri Assegaf, partner and co-founder of Assegaf Hamzah & Partners. “In terms of foreign direct investment, effort has been made to comply and open certain areas up to investment from ASEAN countries, such as the advertising sector,” says Assegaf. However, many in Indonesia argue that the country might not be ready for full-fledged market liberalisation, which has led the newly elected government to pursue protectionist policies. “The perception here is that the country is more on the losing side because it is already the largest market with the largest population in the region. But there are some doubts over if the domestic players are ready to compete with the regional players in Indonesia or in the region,” says Tjahjadi Bunjamin, a founding partner at Hiswara Bunjamin & Tandjung. THE ASEAN TRADING LINK The liberalisation and integration of ASEAN members’ capital markets has been a key focus area in the lead up to the AEC. The development of an integrated capital market in the AEC will enable the free flow of capital within the region, and should mould ASEAN into an asset class for international investors. The ASEAN Trading Link is a vital cog to this development. The Link connects participating exchanges through an electronic network, essentially allowing investors to freely trade securities in any participating member’s market. Analysts claim that the success of the AEC’s capital markets will be heavily dependent on Indonesia’s participation. However, so far, only Singapore, Malaysia and Thailand have joined the Link.

Indonesia’s Financial Services Authority (OJK) recently admitted that the country’s stock market still faces a number of challenges that need to be addressed before it is integrated into the regional economy. One difficulty for foreign companies looking to list in Indonesia is that their prospectuses must be audited by an auditing commission recognised by OJK. “One of the things that the government and regulators are struggling with is in the context of AEC, how do they make that fit with our Capital Market Law of 1995, which still assumes that auditors, securities companies and other supporting professionals to be an Indonesian entity or have an Indonesian presence,” says Melli Darsa, founder and managing partner of Melli Darsa & Co. “The Capital Market Law has been in the works to be amended for so long. One would think they would have amended the law to accom-

modate commitments under the AEC to be better implemented, but it still hasn’t been changed,” says Darsa. As it stands, foreign companies are permitted to list on the Indonesia Stock Exchange (IDX) by issuing Indonesian Depositary Receipts. However, no foreign company has gone down that route to date. “One reason for this could be that we are still at the very early stages of improving the governance and regulatory aspects of our capital markets. There has been a dramatic improvement on various fronts, but more improvements to the standards can still be made,” says Assegaf. Despite the movement towards market integration, competition is still fierce between ASEAN nations in many industries. It is therefore possible that this perceived regulatory inaction could be due to the IDX and OJK still viewing financial hubs like

Indonesia’s President Joko Widodo claps during plenary session of the 25th ASEAN summit at Myanmar International Convention Centre in Naypyitaw November 12, 2014. REUTERS/Damir Sagolj

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INDONESIA

“WHEN YOU PRESENT THE AEC AS ONE TRADING BLOC, WHICH WILL BE THE THIRD BIGGEST MARKET IN THE WORLD, THAT WILL ATTRACT MORE INVESTORS INTO THIS REGION AND ADD TO ECONOMIC GROWTH.” Fikri Assegaf, Assegaf Hamzah & Partners

Singapore as a major rival. For example, if all of ASEAN’s exchanges were to join the Trading Link where securities can be freely traded across markets, companies may choose to focus their listings on the more liquid and mature exchanges, at the expense of other bourses in the AEC. FORMING ALLIANCES The creation of the AEC is likely to spur more cross-border transactions and investment, albeit perhaps not immediately. This potential increase in deal flow should trickle down to Indonesia’s law firms. While the current law in Indonesia prohibits international law firms from opening in the country, a number of local firms have forged cooperation agreements with regional law firms in the past 12 to 18 months to broaden their ASEAN reach. Jakarta-based Makes & Partners entered into an alliance with Singapore’s WongPartnership last August, while Rosetini & Partners inked an agreement with Japanese firm Nishimura & Asahi in September. Others have looked to align themselves with international law firms. Linda, Widyati & Partners entered into an association with Clifford Chance in early 2014, while IP boutique K&K Advocates and business law firm Nurjadin Sumono Mulyadi & Partners formed an alliance with Bird & Bird last June. Hanafiah Ponggawa & Partners joined RHTLaw Taylor Wessing’s ASEAN+ network in late 2013. Assegaf Hamzah & Partners, meanwhile, formed an alliance with Singapore’s Rajah & Tann in 2013. Then in August last year, Rajah & Tann combined its eight regional and associated law firms within Southeast Asia to form Rajah & Tann Asia, an integrated platform for cross-border transactional and dispute resolution services across the region. “Clients abroad are looking at firms that are able to provide local expertise and solutions across ASEAN. Our tie-up with Rajah & Tann Asia is a response to that growing requirement,” says Assegaf.

However, Assegaf Hamzah & Partners has no immediate plans to enter into formal agreements on a larger scale, he says. “We work with a number of international firms and we want to maintain the ability to do so. By tying up with one international firm, you are closing doors to your relationships with others,” says Assegaf. For some law firms, remaining independent is the preferred modus operandi. “If your firm is at a manageable size and you know what your niche market is, you’d like the flexibility of working with any law firm at any one time. In fact, the Indonesian clients really rely on us to help them find the best law firm that can do work in the region at any given time,” says Darsa. Melli Darsa & Co. recently ended its alliance with Squire Patton Boggs to focus on its best friend relationships with regional and international law firms. “With Squire Patton Boggs, although we entered into the alliance as part of its independent network, people read more into it. It didn’t benefit us because we weren’t really integrated and indeed our relationship was focused on more long-term strategies in any event like moving beyond our core securities and public M&A practice. As such, we decided that it is better to stay independent, which allows us to realign our relationship with several of the premium U.S. firms which generally do not have any presence in Indonesia,” says Darsa. While foreign firms are prohibited from opening offices in Indonesia, the country’s Ministry of Law is able to issue up a recommendation for up to five foreign lawyer work permits to be employed in each local firm, says Bunjamin. “Many industry players hope that the government will consider allowing the issuance of more than five foreign lawyer permits per firm, considering the industry is also growing. The five permit limit has been in place for a long time, but the industry has grown significantly since then, so it would be good for business if the limit was raised,” he says.

‘WAITING ON THE SIDELINES’ The creation of the AEC this year should strengthen the competitiveness and bargaining power of ASEAN countries in the global marketplace. At the same time, the free flow of goods, services, labour and capital will undoubtedly spark some competition between ASEAN countries. For Indonesia, this could pose a challenge. “The extent of the AEC attracting big deals in Indonesia also depends on how the country is perceived as an investment target. Laws have to be clearer, and regulators have to understand that foreign investment is required and be less protectionist. Investors are literally waiting on the sidelines, but Indonesia might not be completely ready yet for full integration,” says Darsa. The Indonesian government needs to play a pivotal role in getting Indonesia ready for the AEC, and clear regulations regarding the implementation of the AEC could help Indonesia’s businesses – both big and small – and legal industry benefit from a fully integrated market and trading bloc. “We need to see clear guidance from the new government in terms of preparing ourselves for this liberalisation. I am sure opening up the market will ultimately be good for Indonesia, but it takes time, and the industry needs to adjust itself,” says Bunjamin. The key benefit of the AEC for Indonesia is that the ASEAN countries will be able to present themselves as one market and one community, says Assegaf. “When you present the AEC as one trading bloc, which will be the third biggest market in the world, that will attract more investors into this region and add to economic growth,” he says. “For many years, we have been talking about the AEC in 2015 as if it was so many years in the future. But we are already in 2015, so maybe people will begin to properly discuss real implementations of the AEC blueprint.”

Q&A

ASIAN LEGAL BUSINESS MARCH 2015

‘I HOPE THE INDUSTRY WILL BECOME AWARE OF THE IMPORTANCE OF GOING GLOBAL’ PENG XUEFENG, THE FOUNDER OF DACHENG LAW OFFICES, SPEAKS TO SHANGJING LI ABOUT HOW THE MERGER WITH DENTONS CAME ABOUT, ISSUES THAT REMAIN TO BE IRONED OUT, AND WHY MORE CHINESE LAW FIRMS SHOULD CONSIDER THE MERGER ROUTE ALB: Can you tell us how the merger came about? Who made the first move? Peng: Dacheng Law Offices had been seeking a globalised development path for a while. We laid down our five development goals more than ten years ago: Standardisation, scale, professionalism, branding and globalisation. So globalisation has been one of our objectives. To be frank, Dentons wasn’t the only major international law firm we approached. But of all the law firms we approached, we decided to choose Dentons… and for good reasons. We had collaborated with Dentons in the past, but talks formally started only half a year ago, when Joe Andrew, their global chairman, and Elliott Portnoy, their global CEO, came to Beijing to visit Dacheng. We share many things in common, including our values, philosophy when it comes to development, and a globalisation-oriented strategic vision – we are a perfect match for each other in all these respects. They are an established firm with a history of 270 years, whereas we are recognized as a major player in a dynamic part of the world. We each have our unique attributes which are highly complementary. ALB: Could you shed some light on your motivations behind the merger? Peng: As mentioned earlier, we had long been interested in a merger, and globalisation has always been an objective. We set up offices in Europe, the U.S. and other places in Asia, and built up our overseas presence through such an expansion model. However, our development remained slow. It was unsatisfactory to us. More importantly, it failed to meet the actual needs of our clients. Today, we have entered a consolidation

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phase, and our offices overseas have started working together with Dentons. We have five major regional divisions worldwide. Dacheng’s offices in Europe and North America have merged with Dentons, while Dentons’s Asian offices became part of our network. I have been asked many times: Did Dacheng acquire Dentons or was acquired by Dentons? I think the answer is: We are joining hands to create a new law firm. As we go ahead, the question to be asked is not who is the acquiror. We have strategic consensuses, shared values and objectives. ALB: Could you walk us through the overall organisational structure after the merger? Peng: It will be a process of direct assimilation. Dentons lawyers in Asia will join our corresponding practice groups directly according to our existing internal department set-up. Similarly, our staff in Europe and North America will also be moved directly to relevant Dentons departments. The process will be completed through regional integration of offices. There won’t be a Dentons New York office and a separate Dacheng New York office. We are now one family, so there will be a single office in any location. ALB: Do you think the merger will result in any loss of opportunities in terms of cooperation with other multinational law firms? Peng: The deal doesn’t cover the entire world, and we don’t rule out the possibility of partnering with other top law firms in areas not covered. The networks of Dentons and ours combined only cover around 50 countries in the world. We don’t have any office in the remaining countries. Of the over 200 countries worldwide, we have presence in less than onethird. There is plenty of room for us to build partnerships with other law firms. ALB: So does that mean you will not be able to work with other international law firms in areas where you already have offices? Peng: This is true in some sense, but we won’t need such resources going forward. For example, other international law firms may have large teams in New York. But we already have a large team there, so we don’t need to look any further. ALB: After the merger, will there be some kind of uniform, globalised fee structure for different offices across the world? Peng: During the three-year transition period, the merger will follow the Swiss Verein model under which there will be regional profit pools, and accounting systems are kept

separate. After that, we aim to become a fully integrated firm. However, we will need to keep certain legal issues in mind. Under Chinese law, there are certain restrictions when it comes to these arrangements, but many feel the laws will change soon. Needless to say, it would be ideal if such changes happen, so we can evolve smoothly. If realized, they will be good news for the entire legal profession in the country, and will make revenue generation more globalised. ALB: How will decision-making work in the future? Peng: Our new law firm will have a global governance structure and separate management teams for the five major regions. We have a global board, a global advisory committee and a global management committee. Currently, the global board consists of members from the five major regions and I am the incumbent chairman, with my first term of office lasting for four years. The global advisory committee also consists of board

Q&A

ALB: What do you expect to achieve after the three-year transition period? Peng: We hope we will become the strongest law firm in the world, not only in terms of scale but also professionalism, industry expertise, geographical and jurisdiction coverage. It’s easier said than done. We are fully aware that to achieve this goal we need to cope with the many tasks down the road one by one. We are undergoing a process of integration, including building professional teams, client resources, historical institutional system of social resources. They are all works in progress. ALB: Do you think more law firms in China will follow Dacheng’s footsteps to merge with foreign firms in the next a few years? Why? Peng: This is certainly our hope. The Chinese economy is now closely integrated with the outside world, but legal services in China have not really reached beyond Chinese borders.

“I PERSONALLY BELIEVE THAT IN A MARKET LIKE CHINA, EVEN 100 MORE MERGERS AMONG LARGE LAW FIRMS WILL NOT BE ENOUGH TO FULLY SATISFY MARKET DEMAND. LEGAL PROFESSIONALS SHOULD APPRECIATE THIS FROM A PRAGMATIC PERSPECTIVE.” members of the five major regions, and I am also acting as its chairman. For the global management committee, the CEO is Elliott Portnoy, and Joseph Andrew serves as the global chairman overseeing management operations at a more macro level. We have gaps to fill in our global coverage. For example, South America, Australia, Japan, South Korea, Southeast Asia and India are all on our radar. ALB: What is the biggest challenge after the merger? Peng: The most difficult challenge is the massive workload. We have a lot of things to to do, such as resolving conflicting protocols, increasing business cooperation and carrying out market expansion through joint efforts. We are facing a complicated situation, and everyone needs to take a pragmatic approach. I always stress that we must tackle one task at a time. The most urgent task facing us now is to make sure the transition is seamless for our clients.

Nevertheless, clients have ventured abroad, taking the need for legal services with them. Therefore, service providers need to follow suit. Otherwise they will begin falling behind, and face the risk of being eliminated over time. The only solution is to catch up with the first movers. King & Wood made it to overseas markets first, setting a good example. And now, Dacheng has also gone overseas. But two firms alone are not enough. I hope the legal industry will become aware of the value and importance of going global, and law firms can join hands to catch up. Otherwise, the services provided for clients will remain incomplete, only covering the domestic side of things. I personally believe that in a market like China, even 100 more mergers among large law firms will not be enough to fully satisfy market demand. Legal professionals should appreciate this from a pragmatic perspective, and make concerted efforts towards this common purpose.

ISLAMIC FINANCE

ASIAN LEGAL BUSINESS MARCH 2015

LAWYERS NEEDED

THE RAPID RISE TO PROMINENCE OF ISLAMIC FINANCE HAS, ON THE FLIP SIDE, EXPOSED A SHORTAGE OF BOTH FINANCE AND LEGAL PROFESSIONALS SKILLED IN THE FIELD. RANAJIT DAM FINDS OUT HOW LAW FIRMS AND INSTITUTIONS IN MALAYSIA ARE WORKING TO FILL THE GAP IN SKILLED LAWYERS

lmost two years ago, COMCEC, a multilateral economic and commercial cooperation platform for the Islamic world, released a survey found that Malaysia was experiencing a shortage of sharia experts. According to the survey, capital markets was the most affected area with an 88 percent talent gap, followed by the legal and takaful (insurance) sectors, both at 63 percent, and banking the least affected at 50 percent. Fast forward to 2015, and that skills shortage still persists,

particularly in legal, as law firms can attest. “There is a shortage of Islamic finance talent in Malaysia, particularly at mid-level,” says Azman bin Othman Luk, deputy managing partner of Rahmat Lim & Partners in Kuala Lumpur. Additionally, in spite of Malaysia’s burgeoning reputation in the sphere, the skilled Islamic finance practitioners appear to be concentrated within the nation’s capital. “In Malaysia, not many law firms have the expertise on Islamic banking and finance sector

particularly on sophisticated transactions,” says Ahmad Lutfi Abdull Mutalip, managing partner of Azmi & Associates. “Most law firms capable of advising on sophisticated Islamic finance transactions are big law firms in the Klang Valley. The knowledge and skills on this subject have not yet spread properly to the other parts of the country.” The shortage of lawyers is critical, because, as Malaysia’s International Centre for Education in Islamic Finance (INCEIF) puts it, legal aspects are enormously important REUTERS/Nayef Hashlamoun

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AZMI & ASSOCIATES

DISPUTE RESOLUTION MECHANISMS IN SINGAPORE FOR CROSSBORDER ISLAMIC FINANCE TRANSACTIONS1

Norsuria Jani Legal Executive Azmi & Associates Singapore

Like any commercial agreements, disputes may arise from Islamic finance agreements and special attention be given to agreements that have cross-border transactions elements. To ensure the enforceability of Islamic finance cross-border transactions and rights of the parties are still protected, a reliable legal recourse should be provided. Singapore has a robust infrastructure for dispute settlements in parallel with its resilient position in legal, financial and economic infrastructures. We explore the suitability of such mechanisms for potential disputes arising from cross-border Islamic finance transactions.

Farhah Hayati Mamat Partner Azmi & Associates Kuala Lumpur

SINGAPORE’S ADJUDICATION SYSTEM Singapore’s judiciary system sets an impressive benchmark and with its most respected system, financial market players would generally feel secure because of the effective and substantial commercial requirements. As such, they are considerably advantageous for potential disputes arising from Islamic finance agreements. However, there is still no judicial precedent in Singapore on Islamic finance disputes to support such conviction. In fact, the suitability of such medium to accommodate Islamic finance intricacies is continuously debatable as the governing legislations for the adjudication system do not provide a specific avenue for Islamic finance transactions to be tried. Shariah court has its unique presence in the Singapore courts system. However, it is restricted to Muslim personal laws only as provided under the Administration of Muslim Law Act (Cap.3) (AMLA). Sadly, civil courts are the only options available for disputes over Islamic wealth management matters such as law of inheritance (faraidh) and endowment (waqf). By this, Islamic finance disputes could easily fall within the civil courts jurisdiction. Singapore being a Commonwealth country has a higher inclination to adopt legal principles established in prominent Islamic finance cases tried in the English courts.2 Hence, the Singapore existing laws would not be desirable to try disputes in relation to cross-border Islamic finance agreements. The newly launched Singapore International Commercial Court (SICC) on 5 January 2015 could shed some light on Islamic finance industry as a whole. SICC serves to deal with transnational commercial disputes. Interestingly, a quite significant number of International judges are also appointed to hear cases in SICC.3 This could be one of the suitable platforms to try cross border Islamic finance disputes as the SICC has jurisdiction to hear if: a. the claim has international and commercial characteristics; b. the litigants have submitted to the SICC’s jurisdiction under a written jurisdiction agreement; and c. the litigants do not seek any relief in the form of, or connected with, a prerogative order. ALTERNATIVE DISPUTE RESOLUTION (ADR): MEDIATION For the purpose of cross-border Islamic finance transactions, the relevant avenue could be private commercial mediation under the Singapore Mediation Centre (SMC) as it is tailored to a wide range of cases including international commercial transactions.

A: 14th Floor, Menara Keck Seng 203 Jalan Bukit Bintang 55100 Kuala Lumpur, Malaysia T: (603) 2118 5000 W: www.azmilaw.com

Typically, SMC provides mediation services on disputes over commercial matters such as banking. Although to date, there is no record found in SMC dealing with Islamic finance disputes, such disputes are deemed to be within the purview of commercial matters.

Another significant milestone in the Singapore legal industry is the establishment of the Singapore International Mediation Centre (SIMC) on 5 November 2014.4 One unique service it offers is a hybrid form of mediation with arbitration named Arb-Med-Arb Service, under the collaboration of both the SIMC and the Singapore International Arbitration Centre (SIAC).5 The hybrid service starts with arbitration first and attempt mediation at the second stage and arbitration again takes place when the dispute is still unsettled. Overall, this international mediation centre would provide an effective medium for disputes in relation to Islamic finance cross-border transactions. ADR: ARBITRATION Cross-border Islamic finance transactions can incorporate clauses to arbitrate within the international domain and adopts the United Nations Commission on International Trade Law (UNCITRAL) Model. Arbitration provides autonomy to parties by giving them flexibility to choose the substantive law to be tried and governed in the related disputes based on their mutual agreement. The institutional framework for international arbitration practices in Singapore is mainly led by the SIAC. The comprehensive SIAC rules alongside with well-organized facilities can effectively facilitate international arbitration and cross-border Islamic finance transactions could be considered too. PROSPECTS The dearth of local judges, qualified mediators and arbitrators who are competent to hear Islamic finance cases is greatly felt in Singapore. To bridge this gap, Shariah expert opinions can be referred to by the civil courts through invoking Section 31 of the AMLA which empowers the Fatwa Committee of the Islamic Religious Council of Singapore to issue fatwa or decrees on Muslim law upon request, but such reference could give legal binding effect only on Shariah aspects of Islamic finance. There is still an absence of legal recognition and rules on the dispute settlement mechanisms in Singapore to cater to the intricacies of Islamic finance disputes. Having comprehensive guidelines would substantiate the Singapore’s support for Islamic finance practices in cross border transactions. This also would certainly facilitate the nation’s pavement to be a leading International Financial Centre for the Islamic finance industry. An article which has been reproduced from a paper titled “Alternative Dispute Resolution in Singapore for Islamic Finance” presented at Islamic Business Management Conference 2014, August 18, PWTC, KL. 2 Such as Islamic Investment Company of the Gulf (Bahamas) Ltd v Symphony Gems NV &Ors [WL 36969 Q.B.Com.Ct.Feb 13 2002, unreported] and Shamil Bank of Bahrain EC v Beximco Pharmaceuticals Ltd [2004] 1 W.L.R 1784. 3 Singapore International Commercial Court Website, http://www. sicc.gov.sg 4 It was officially launched on 5 November 2014 as reported in Today, http://www.todayonline.com/new-singapore-internationalmediation-centre-launched 5 Singapore Mediation Centre website, <http://www.mediation.com. sg/> 1

ISLAMIC FINANCE

for Islamic finance. “All the Islamic finance products and services are presented in form of legal documentation for approval by the sharia board and the regulators, and also the engagement between the Islamic finance institution and the customer is based on agreement signed and agreed upon in form of legal documents,” says Ahcene Lahsasna, deputy director of the Centre of Research and Publication at INCEIF. “Lawyers are behind the drafting of these legal documents in Islamic finance. Hence there is a need for existing and future lawyers to be trained in Islamic finance to ensure high quality in legal documentation and full compliance with sharia in form and substance.” HIRING CHALLENGES One of the main challenges law firms have in hiring experienced Islamic finance lawyers is that, given the limited number of sharia experts in the country compared to the ac-

ASIAN LEGAL BUSINESS MARCH 2015

number of Malaysian law firms handling tier one Islamic finance transactions, the pool of high-quality candidates is rather small.” UP TO SPEED Law firms are looking to overcome these challenges by ramping up their training, internally and externally. “Our strategy is to train exceptional candidates which had been identified from the law school to join the team and to provide them with the necessary training and exposure from the beginning,” says Ahmad Lutfi. “Our lawyers are dealing with complex transactions most of the time and we consider that those real transactions are the best training ground for our lawyers. At the same time, the firm invests in continuous learning programs for our lawyers such as Islamic finance courses both at the international and local levels.” Similarly, for Rahmat Lim & Partners, says Azman, the focus to date has been to “grow

“THE DEMAND FOR QUALIFIED AND SKILLED ISLAMIC FINANCE LAWYERS IS HIGH ESPECIALLY FROM THE BANKING INDUSTRY WHILE THE RESOURCES ARE SCARCE. THERE ARE CONSTANT ATTRACTIVE OFFERS FROM THE INDUSTRY FOR EXPERIENCED ISLAMIC FINANCE LAWYERS.” Ahmad Lutfi Abdull Mutalip, Azmi & Associates tual number of jobs available, job-hopping becomes quite frequent. “The demand for qualified and skilled Islamic finance lawyers is high especially from the banking industry while the resources are scarce,” says Ahmad Lutfi. “There are constant attractive offers from the industry for experienced Islamic finance lawyers.” The sheer sophistication of some Islamic finance products does not help either. “Whilst there are various university and professional courses now available which are able to provide new lawyers with technical grounding in Islamic finance principles, finding and retaining high quality lawyers who have actual, in-depth Islamic finance experience remains a significant challenge,” notes Azman. “The sophistication of some Islamic financing products invariably requires that the lawyers in question have already developed significant experience and capabilities in conventional finance. With only a small

capabilities internally through structured on-the-job training, continuing legal education, and encouraging associates to acquire Islamic finance qualifications from entities such as INCEIF.” Currently, INCEIF is offering a number of post-graduate programmes such as M.Sc. in Islamic finance, Ph.D. in Islamic Finance, and Masters in Islamic Finance Practice (MIFP), to go with customised executive programmes in Islamic finance. “These programmes offer academic and practical knowledge relating to Islamic banking and finance industry in general,” says Lahsasna. REQUIRED SKILLS So what kinds of skills are law firms looking for in the Islamic finance practitioners that they hire? Azman says that they should be able to couple strong fundamentals in conventional finance, with a solid understanding of basic Islamic finance principles

and concepts. “As Islamic finance products and structures are constantly evolving, they also need to be adaptable, and quick to understand and be able to work with new products and structures,” he says. “Given the increasing number of high-end cross-border Islamic finance transactions, a good command of written and spoken English is always advantageous.” For Ahmad Lutfi of Azmi & Associates, it is very important to have sound knowledge in banking and securities law and to be coupled with essential knowledge on the sharia principles governing Islamic banking transactions. “A good Islamic banking lawyer must possess the necessary expertise and knowledge on the operational aspects and requirements in the conventional banking system as to ensure that the similar standards, at least, can be applied in Islamic banking practice,” he adds. Lahsasna says that Islamic finance requires some specific qualities and skills within its professionals, including its lawyers. “One is the ability to understand and apply sharia principles into commercial transactions in developing financial products, he says. “This requires two kinds of knowledge: Firstly, the sharia aspects in business and finance where the lawyers should understand sharia contracts, their principles, terms and conditions, and related sharia features such as the rules of contracts combination and the like; and secondly, finance requirements. Both should be understood to ensure a proper drafting of the legal documentation.” In other words, he says, the skills that Islamic finance lawyers should be well-versed in would mainly be those related to sharia matters under the umbrella of fiqh muamalat (rules related to commerce and trading); and the Islamic law of contracts. “These skills would be extremely beneficial for the lawyers to identify the relevant financial contracts that their customers are, or should be, involved with, their underlying sharia contracts and any discrepancies or issues that the customers should be aware of associated with the contracts,” he adds. Finally, lawyers should also be well versed in alternative dispute resolution. “As Islamic finance continues to grow, it is only to be expected that the number of legal cases and disputes in the field will also grow,” says Lahsasna of INCEIF. “Thus Islamic finance lawyers should be well-equipped with relevant skills and knowledge to manage matters related to conflict resolution and arbitration. Islamic finance lawyers are required to fill these gaps and to ensure that progress in the industry is based on sound footing.”

DATE: 26 MARCH 2015 LOCATION: THE EXCELSIOR HOTEL HONG KONG

With an increasingly complex regulatory and CPD POINTS enforcement environment APPLIED FOR impacting corporations worldwide, Asian Legal Business is pleased to present “ALB Hong Kong AntiCorruption Forum 2015” on 26th March in Hong Kong. Continuous assessment and disciplined improvements are the lifeblood of an effective anti-corruption compliance program, and counter the risk associated with corruption and bribery. We invite you to join senior in-house legal counsel, compliance professionals and directors who will gather for a candid discussion on: • How to integrate compliance with business strategy • Developing the role of in-house counsel in decreasing the vulnerability to fraud and corruption • Implementing and reviewing internal efficiencies to avoid high-risk actions that could jeopardize your business • Raising awareness of activities that may have legal implications - how to deal with rogue operators within the company • Negating reputational risks associated with corruption investigations • Establishing core values & ethics and driving the compliance process • Corruption Crackdown - managing bribery investigations for businesses and subsidiaries working across multiple jurisdictions Detailed case studies to be explored at the event include: • Creating, implementing and driving a watertight anti-corruption strategy • Legal, ethical and business challenges for local and global operations • How due diligence can be enhanced with third party contracts, M&A and joint venture activities, and the hiring of new staff • Understanding the steps to take when an investigation occurs; what information you need to provide and the practical steps to do so

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CHHOA PECK LIM BELLA Company Secretary, General Counsel, Assistant Director – Corporate Affairs, Hang Lung Properties Limited

ALICE CHAN Senior Assistant Director of Public Prosecutions, Prosecutions Division, Department of Justice, Hong Kong

DAVID L BISHOP Principal Lecturer, School of Business – Faculty of Business and Economics, The University of Hong Kong

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ASIAN LEGAL BUSINESS MARCH 2015

‘WE HAVE SOME NICE STORIES TO TELL ALREADY’ JUSTIN WALKEY, CHAIRMAN OF BIRD & BIRD ASIA PACIFIC, SPEAKS TO KANISHK VERGHESE ABOUT THE FIRM’S KEY OBJECTIVES IN ASIA, ITS GROWTH STRATEGY, AND THE CHALLENGES IT FACES IN AN INCREASINGLY COMPETITIVE ENVIRONMENT

ALB: It has been just over two years since you relocated from London to Hong Kong as the Chairman of Bird & Bird Asia Pacific. What were some of the key objectives you laid out for the firm’s practice in Asia upon taking on this role, and what are the firm’s key strategic goals for Asia in 2015? Walkey: The larger strategy has been to effectively build on three pillars of work: international clients’ inbound investment, the local client base’s regional activity, and the outbound work back into the wider firm network. Initially, Bird & Bird’s Asia practice was not entirely reflective of the firm’s practice mix back in Europe. One of the objectives was to try and balance the practice mix in a way that more closely reflects the mix that we enjoy back in Europe. Intellectual property (IP) and IP litigation is a very important part of our business and our service offering, but it makes up a greater percentage of our practice in Asia. We are looking to balance this with corporate and commercial transactional work as well as non-IP dispute resolution work. We need to build up our resources in the transactional space, and to strengthen our reputation for that work as well. In order to do that, as with any international law firm, you need capabilities across a lot of different disciplines and practice

areas. We are looking to build a larger local client base to complement the traditional international client base that we have enjoyed. To do that, you need local capability that is relevant to what the major local clients want. ALB: Bird & Bird has been acquiring that local capability, merging with Truman Hoyle in Australia and forging alliances in Korea and Indonesia in 2014. Are there any further expansion plans in the pipeline? Walkey: China is a dynamic and highly competitive market. We are looking at evolving our offering in China to adapt to recent and future changes in the market. For example, we currently have offices in the traditional locations like Beijing and Shanghai. It is possible that we may look at other cities in China, especially in areas where the new IP courts are coming up. ALB: Aside from organic growth, it seems that Bird & Bird in Asia is more inclined to expand through alliances with local firms rather than through mergers. Would that be a fair assumption? Walkey: I think it depends on the market. We do have this model of cooperation agreement first and see where it leads you. And sometimes it may lead you to the door

because you don’t work very well together or the culture is not right or there’s no fit. And sometimes within a jurisdiction where it is possible for Bird & Bird to trade as Bird & Bird, it might lead you to opening up as it did for us in Australia. In Australia, the cooperation agreement led to a merger. The arrangement with what used to be Truman & Hoyle – now Bird & Bird Australia – was only ever a platform to get us started. We’re building off that platform now, and growing out the bits of the business that we needed that weren’t necessarily there on day one. If we look at a market like Korea for example, we could have gone in under the Free Trade Agreement with some of the other British and U.S. firms. But when we analysed the market, we had no particular requirement to practice Korean Law. The model for us was really based on outbound work. A similar analysis can be drawn for the Japanese market. There are lots of businesses in both Korea and Japan that perfectly fit the profile for Bird & Bird, and it’s the outbound side of these businesses that is really the focus for us. Entering into an alliance with Hwang Mok Park in Korea gave us access to a top ten corporate Korean law firm with excellent local relationships. That was Bird & Bird’s approach in Korea. It is a different approach to everybody else in the market, and we have some nice stories to tell already, which demonstrate that our approach is working well with both Bird & Bird and Hwang Mok Park. ALB: Are there any key practice areas that the firm’s Asia Pacific group will focus on in 2015? Walkey: The aviation finance business is extremely active and we see quite a lot of potential for growth there. Indonesia and Malaysia have been key jurisdictions for aviation finance, but we are turning our attention now to China and Hong Kong for that. The life sciences area is going to be subject to a major push and for us in 2015, as well as energy and utilities and the technology and communications industries. Another area for potential growth is in the licensing and franchising space. In terms of regions, China continues to dominate conversations because of the sheer size of its market. There are some very interesting developments going on there at the moment, with some early

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“Clients need that local market knowledge blended with international standards and expertise. Ultimately, it’s all about the people. You need to find the right people with the right skill sets and build a culture for them to thrive in.”

Bird) and Malaysia (Tay & Partners) and by building on our network of relationship firms in the region.

signs pointing to the possible loosening of certain regulations and steps toward the liberalisation of the legal market. ASEAN is bound to offer many opportunities, especially as we move towards the creation of the ASEAN Economic Community at the end of 2015. Indonesia is a massive economy in ASEAN, and is now moving in to a consumer-driven phase that suits our type of business. This explains why we planned out cooperation

agreements with K&K Advocates and Nurjadin Sumono Mulyadi & Partners in Indonesia last year. You can see the appeal for a general counsel at a major multinational of being able to go to one law firm that can offer key services across the ASEAN countries, rather than having to approach different law firms country by country. We will be looking to improve our ASEAN coverage in 2015 through our service hubs in Singapore (ATMD Bird &

ALB: Competition in Asia has intensified in recent years with a number of international firms growing their presence in the region, and several local firms beefing up their practices. Does this pose a major challenge for Bird & Bird in Asia? How does the firm aim to stay ahead of the pack? Walkey: Some of the local firms are regionalising quite successfully, particularly in Southeast Asia, and are offering a pretty competitive service and quality of service in the region in a way that we can’t ignore as an international firm. That’s coupled with other phenomena like Japanese firms establishing in the region for the first time. If you stand back from it all, it’s hardly surprising that the focus of the world is on the potential for growth in places like ASEAN and China. I believe the Bird & Bird offering is differentiated in the marketplace, and that is going to be the key for us. If the market doesn’t want to buy the deep industry knowledge and value added services we offer in the region, then we will find trading challenging. But the indications are that the market is becoming more interested in getting more specialised services, and what we are offering is well received. But I don’t ignore the fact that it is a very competitive environment. You have to be smart in the way you structure your offerings to maintain a margin and remain price competitive as well. I think the biggest challenge in growing our business here in a sustainable way is to get the correct blend of local expertise with international expertise. I believe you need both in order to succeed in Asia. Clients need that local market knowledge blended with international standards and expertise. Ultimately, it’s all about the people. You need to find the right people with the right skill sets and build a culture for them to thrive in.

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A BIG YEAR

IN THE OFFING BOOKENDED BY THE FORMATION OF THE SICC IN THE BEGINNING, AND THE ARRIVAL OF THE ASEAN ECONOMIC COMMUNITY AT THE END, 2015 IS SHAPING UP TO BE A PROMISING YEAR FOR ARBITRATION IN SINGAPORE, FINDS ED LANE

rbitration in Singapore in 2015 will benefit from increased multi-lateral legal agreements to recognize the wealth city-state’s enforcement of judgments, possibly through avenues such as the Association of Southeast Asian Nations (ASEAN) or a formal treaty, according to lawyers interviewed by ALB. Singapore’s regional and trading partners might elect to consider a formal treaty,

according to Jonathan Choo, a partner at Olswang, though such a process would take time. But he notes that for many commercial agreements there is a strong base of support among clients to have Singapore’s judiciary as touchstone. “About 50 percent or more of the cases at the Singapore International Arbitration Centre (SIAC) involve firms from outside of Asia,” Choo says. “They highly trust the judi-

ciary here as a key factor as well as cost and, of course, the infrastructure available.” For example, many Indian companies now look to use SAIC as a preferred venue over London because local firms are on par in expertise with senior counsel from abroad, though he notes that that took time. “Local firms have developed the expertise once squarely with foreign legal counsel so that has made Singapore even more attrac-

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BRADDELL BROTHERS LLP

SETTING ASIDE AWARDS FOR FAILURE TO CONSIDER PARTIES’ ARGUMENTS?

Mr Kevin Ho (65) 6499 9483 kevin.ho@braddellbrothers.com

Ms Grace Loke (65) 6499 9487 grace.loke@braddellbrothers.com

A: One Raffles Place, #34-03 Singapore 048616 T: (65) 6499 9490 F: (65) 6499 9499 W: www.braddellbrothers.com

In AKM v AKN [2014] 4 SLR 245 (“AKM v AKN”), an interesting recent decision peppered with references to the Lord of the Rings (to anonymize the parties), the Singapore High Court set aside an SIAC arbitral award on the basis that the tribunal had failed to properly consider the losing party’s arguments, and hence deprived it of natural justice. The Singapore High Court found inter alia that the tribunal had in its award (i) failed to deal with an important aspect of the losing party’s arguments; (ii) misstated the losing party’s position; (iii) failed to mention concessions by the opposing party; (iv) failed to analyse the losing party’s submissions; and (v) departed in a significant respect from the submissions of both parties, and in particular, from the submissions of the winning party. The decision has been regarded as bold by various commentators, given that in an earlier decision by the Singapore Court of Appeal - BLC v BLB [2014] 4 SLR 79, it was said that a Singapore court – when faced with an application to set aside an award for an alleged failure to consider a party’s arguments – should be wary of such

tive,” he adds. He also says the speed of the government in passing the International Arbitration Act (IAA) shows that change can happen here quickly. For Edmund J. Kronenburg, managing partner of Braddell Brothers, the factors behind an increase in the number of offshore disputes determined in Singapore can be put down to a short checklist. “Singapore has the following main attributes conducive to being a dispute resolution hub,” Kronenburg says. “It is perceived as a neutral venue. It is trusted by both East and West while not being so much a part of the East or West that it appears pre-disposed to the former or latter. Its courts are efficient and fair; and its Bar offers quality legal representation at reasonable cost, compared with Hong Kong, London or Paris which are all global arbitration hubs.” C h o u S e a n Yu , a p a r t n e r w i t h WongPartnership, said international firms have voted with their feet in the case of noting Singapore in contracts as the place for arbitration, if needed. “The increase in such disputes resolved through international arbitration has mainly come about because of the increased use of Singapore-seat arbitration clauses as the agreed mode of dispute resolution in interna-

allegations; the court had to look “at the entirety of the arbitral award instead of “assiduously combing an arbitral award microscopically in attempting to determine if there was any blame or fault in the arbitral process”. In contrast, the Singapore High Court in AKM v AKN appeared to have engaged in a close examination of the arbitral award, devoting a significant part of its judgment to how the award was written. It is unclear whether AKM v AKN will survive on appeal. What is certain however is that arbitrators now have a timely reminder to ensure that in their awards, the parties should be able to see their main arguments set-out accurately, and then ruled upon. Additionally, we may now see SIAC arbitrators employing a procedural tool akin to ‘terms of reference’ (a feature of ICC arbitrations) where each party states its case, on which both parties as well as the tribunal then sign-off, to prevent similar setting-aside applications being made against their awards. Such a practice has its merits - both the tribunal and the parties can use that document as a convenient checklist to ensure that all arguments made by the parties are adequately ventilated and dealt with.

“WHAT THE CREATION OF THE SICC EFFECTIVELY ALLOWS IS FOREIGN LEGAL AND JUDICIAL TALENT TO ADD VALUE TO THE EXISTING ATTRIBUTES OF SINGAPORE, IN CASES OF AN OFFSHORE NATURE. IF SINGAPORE LAWYERS POSITION THEMSELVES CORRECTLY, THEY WILL BENEFIT FROM THIS VALUE-ADD THROUGH COLLABORATIONS WITH THE FOREIGN LEGAL TALENT IN SUCH CASES.” Edmund Kronenburg, Braddell Brothers

tional contracts,” Chou says. “Singapore has become a popular seat for arbitrations because of its strong reputation for facilitating international arbitration, principally through the fact that the Singapore courts (being the supervisory court over any arbitration seated in Singapore) are independent and very wellversed in arbitration matters.” A CHANGING MIX Choo notes the mix of clients has also changed as the nature of business around the globe becomes increasingly focused on intel-

lectual property and Internet connectivity. Singapore has a base in maritime, insurance and oil and gas work in arbitration, counsel said. As a trend going forward however, an area broadly defined as tech and media has come to the fore. One reason is that the room for disputes in agreements involving software and content as well as equipment favors a jurisdiction in Asia with regional acceptance, Choo says. “I think that a sizeable number of offshore disputes that are determined in Singapore will continue to originate from the construc-

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Traffic passes Saint Andrew’s Road in front of the old City Hall and Supreme Court Building at dusk in Singapore. REUTERS/Tim Chong

tion, insurance and maritime sectors,” Choo says “Moving forward, I expect that in line with the growing trend for international technology and media businesses to target the immense market potential within the ASEAN region and in India, we will soon also start to see more disputes from the technology and media sectors being determined through arbitration in Singapore.” At the end of 2015, the ASEAN region enters into an ASEAN Economic Community (AEC) pact that has laid the ground work for harmonized regulations across banking, drug and medical device regulations and the ability to clear services as well as goods trade in the 10-nation - Indonesia, Malaysia, the Philippines, Singapore, Thailand, Brunei, Cambodia, Laos, Myanmar, and Vietnam bloc of more than 600 million people with a combined GDP over $2.3 trillion, equivalent to the world’s seventh largest economy. Indeed, India, China and the U.S. are often invited to attend ASEAN meetings as

observers and eagerly use the chance to push broader agreements on market access for companies, which Chou says will only become more evident. “We have started to see many more disputes where the subject matter concerns investments in India and China and I believe there will be a continued upward trend in such disputes,” he says. “We have also started to have investment treaty disputes being heard in Singapore (which have no other connection with Singapore) and this is also expected to increase.” But Singapore won’t be the only arbitration centre benefiting from the advent of the AEC. “Implementation of the AEC will liberalize goods and services across the ASEAN region and see a marked increase in regional and international investment,” says Datuk Professor Sundra Rajoo, director of the Kuala Lumpur Regional Centre for Arbitration (KLRCA). “The arrival of the AEC will therefore bring attention to and raise

awareness of existing arbitration provisions in the ASEAN Comprehensive Investment Agreement (ACIA). KLRCA is the key regional arbitration centre named in the ACIA, and with its combined ASEAN community presence and state of the art facilities is poised to provide specialist dispute resolution services throughout this new era of ASEAN growth.” One other area to watch is the TransPacific Partnership trade pact pushed hard by the United States as a way to open services and trade across twelve countries throughout the Asia-Pacific region Australia, Brunei, Canada, Chile, Japan, Malaysia, Mexico, New Zealand, Peru, Singapore, the United States, and Vietnam. THE SICC EMERGES Still, in the world of business as in governments not everyone gets along and litigation remains very alive as an option, an area Singapore has setup a framework on as well through the Singapore International

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Commercial Court, a division of the Singapore High Court and part of the Supreme Court of Singapore designed to deal with transnational commercial disputes. The SICC, in Singapore style, started as an idea by Chief Justice Sundaresh Menon in 2013 and by dint of committee work, government support and, of course, many lawyers, was officially launched on Jan. 5, 2015. Parties must submit to SICC jurisdiction under a written agreement and agree to other terms related to procedure. A discussion of how it fits in with SIAC and the legal community shows wide acceptance because it deepens legal avenues and business. “It is a positive development for both clients and legal professionals alike,” Kronenburg of Braddell says. “What the creation of the SICC effectively allows is foreign legal and judicial talent to add value to the existing attributes of Singapore, in cases of an offshore nature. If Singapore lawyers position themselves correctly, they will benefit from this value-add through collaborations with the foreign legal talent in such cases.”

“I EXPECT THAT IN LINE WITH THE GROWING TREND FOR INTERNATIONAL TECHNOLOGY AND MEDIA BUSINESSES TO TARGET THE IMMENSE MARKET POTENTIAL WITHIN THE ASEAN REGION AND IN INDIA, WE WILL SOON ALSO START TO SEE MORE DISPUTES FROM THE TECHNOLOGY AND MEDIA SECTORS BEING DETERMINED THROUGH ARBITRATION IN SINGAPORE.” Jonathan Choo, Olswang first few cases heard at the SICC. I think that at least initially, the limited cross-border enforceability of SICC judgments will perhaps be the biggest impediment to the SICC’s popularity, particularly when considered alongside the use of arbitration as a dispute resolution forum. However, as far as Singapore is concerned, the important point here is that parties have the various dispute resolution options available to them in Singapore and can pick the most appropriate option for their dispute.”

Choo of Olswang notes, however, it remains a work-in-progress. “The SICC is still relatively new, so naturally, practitioners will have questions as to how it will function,” he says. “However, it has received plenty of news coverage since its launch. This in turn has sparked much interest and discussion within the legal community here, which is always a good thing. I expect that it won’t be long before there is greater clarity on the topic, particularly once we start to hear about the

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“SINGAPORE WILL NEED TO REMAIN ABREAST OF ALL DEVELOPMENTS IN THE INTERNATIONAL ARBITRATION SPHERE. CURRENTLY, IT IS LOOKING INTO ALLOWING FOR THIRD PARTY FUNDING AND POTENTIALLY MORE SOPHISTICATED DAMAGES-BASED COSTS ARRANGEMENTS FOR INTERNATIONAL ARBITRATIONS SEATED IN SINGAPORE.” Chou Sean Yu, WongPartnership

And Chou of WongPartnership says he sees it as complimentary. “The functions and objectives of the SICC are clear,” he notes. “It is intended to be a specialist international commercial court with procedures which are intended to be effective in dealing with complex disputes involving foreign laws. Cross-border enforceability may admittedly appear to be a concern for parties who intend to use the SICC. Serious positive efforts are however currently being undertaken by Singapore to enhance the enforceability of a SICC judgment.” Going forward, Kronenburg says a key for continued growth is highly dependent on the strength of the judiciary.”Singapore’s Judiciary should therefore continue to hold the trust of the arbitration community by releasing well-reasoned, pro-arbitration decisions, that other Model Law jurisdictions can refer-to as precedents,” Kronenburg says. “In that regard, being ‘pro-arbitration’ is not the same as being ‘pro-enforcement’. Enforcement of an award might sometimes be ‘anti-arbitration’. For instance, to blindly enforce an award that offends basic arbitration principles on jurisdiction cannot be ‘proarbitration’. The Singapore Court of Appeal has demonstrated that it understands that fine, sometimes overlooked, distinction in its Astro-Lippo decision in Oct 2013, in which it refused to enforce a substantial part of a SIAC arbitral award that tribunal actually lacked jurisdiction to make.” Indeed Chou says that the ability to set precedent and adapt at the same time is a balancing act that never ends. “Singapore will need to remain abreast of all developments in the international arbitration sphere,” he says. “Currently, it is looking into allowing for third party funding and potentially more sophisticated damagesbased costs arrangements for international arbitrations seated in Singapore [both of which are currently prohibited under domestic restrictions].” All three lawyers note that the depth of legal talent has to grow to keep up with new

India aims to amend arbitration law to lure foreign investors By MANOJ KUMAR

India plans to amend its arbitration law, setting time limits for courts and easing judicial rules to decide corporate disputes, as it seeks to attract more foreign investment, Law Minister Sadananda Gowda has said. Many domestic and foreign companies, such as British telecoms major Vodafone, prefer Singapore, Hong Kong and London as arbitration venues, since winning final settlements from Indian courts can take years. The World Bank rates India 186th out of 189 countries for its enforcement of contracts. Prime Minister Narendra Modi has promised judicial reforms and other steps to lift India up the World Bank’s Doing Business Index. “Billions of dollars are blocked in legal disputes in India,” Gowda told an industry event. “There is a need to establish a speedy, cost-effective and efficient disputes resolution mechanism.” Parliament was expected to approve amendments to the arbitration law in the coming session, he added.

services and areas of practice - something that has apparently not escaped the attention of property developers in the Central Business District where a slew of gleaming office complexes house many of the top firms with office space set to grow. Office rents in the city’s central business district jumped 14 percent last year, even as luxury home prices slumped 6 percent, according to Jones Lang LaSalle Inc. The real estate firm said consolidation of

The government also plans to set up separate commercial courts to speed the resolution of corporate disputes, a move that could unlock billions of dollars in investments, Gowda said. A government panel has suggested limiting courts’ authority to overrule arbitration awards and fixing time limits and fees to settle legal cases. The government earlier deferred plans to issue an executive order to amend the law, as it wanted parliamentary approval, Gowda said. Sums ranging in the billions of dollars are leaving India every year in arbitration costs headed overseas, industry chamber ASSOCHAM said in a report, with Singapore the most popular site for arbitration cases filed by Indians. Scores of projects worth more than 4 trillion rupees ($64 billion) are under litigation in different courts and tribunals, the report said. “Delay in the timely disposal of highvalue cases is leading to a drop in GDP,” says D.S. Rawat of ASSOCHAM.”

several offices into Grade A space by consulting and law firms, more so than banks, is driving about 1.15 million square feet of new office space that will come on stream in 2015, rising to 1.6 million square feet in 2016 and 4.7 million in 2017. Indeed, the demand for Grade A office space extends to Maxwell Chambers in Singapore, which houses top international alternative dispute resolution institutions under one roof.

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A BRAND NEW EXPERIENCE FOR ARBITRATION PRACTITIONERS Why Seoul?

Seoul is strategically located in the center of East Asia, making it an ideal neutral venue for the resolution of the international disputes. Korea has a strong and supportive arbitral framework, which closely follows the UNCITRAL Model Law. Further, Korea is a longstanding party to the New York Convention, which allows awards rendered in Korea to be easily enforced in more than 140 jurisdictions worldwide.

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ARBITRATION

ASIAN LEGAL BUSINESS MARCH 2015

‘WITH THE EVOLUTION OF ARBITRATION, THERE IS A NEED FOR INNOVATION’ The Chartered Institute of Arbitrators (CIArb) is celebrating its centenary this year with a series of conferences around the world, and the final one will be held in Singapore in September. Richard Tan, chairman of the Singapore branch of CIArb, and board members Francis Xavier SC and Paul Sandosham talk about what to expect at the event, as well as how CIArb is helping Singapore in its journey to become a global disputes hub. What are some of the highlights of CIArb’s Centenary Year conference in Singapore? The Singapore Conference will be the final Centenary Conference after events in Birmingham, Hong Kong, London and Zambia. The Honourable Chief Justice of Singapore and current patron of CIArb, Sundaresh Menon, will be the keynote speaker at the conference. Internationally renowned arbitration practitioners and judges will be speakers at the conference. The conference will also see the launch of the CIArb Guidelines, which set out good arbitration practice. Singapore has developed into a global arbitration hub in the past few years. In what ways has the Singapore branch of CIArb assisted in this? The Singapore branch has since its incorporation provided training in arbitration. The branch runs several courses each year from the most basic courses, such as Introduction to International Arbitration, up to Award Writing. Candidates from all over Asia often attend these courses conducted in Singapore. CIArb is the only globally recognized accreditation for arbitrators and mediators. Members of the Singapore branch have also conducted arbitration training courses for judges and arbitration practitioners from various countries beyond Singapore including in Cambodia, Malaysia, Myanmar and the Maldives. The conference is titled “The Age of Innovation.” H ow is arbitration in Singapore, and the CIArb in particular, embracing innovation? Arbitration is evolving. As CJ Menon highlighted at the ICCA Congress held in Singapore in 2012, this is the golden age of arbitration. Arbitration has become hugely popular as a means of dispute resolution. With this evolution of arbitration, there is a need for innovation to address accompanying chal-

lenges, both current and potential, that cannot be resolved through conventional solutions. In Singapore, the Singapore International Arbitration Centre Richard Tan (SIAC) Rules have embraced innovation in dealing with the speed and efficiency of arbitration. The SIAC Rules introduced a provision for the appointment of an emergency arbitrator Francis Xavier to assist parties who require emergency relief before the constitution of a Tribunal. An emergency arbitrator is appointed within one business day and an award or order can be made in as little as two days Paul Sandosham after having heard and considered submissions from the parties. The SIAC is the leading arbitral institution for emergency relief based on number of applications for the appointment of an emergency arbitrator filed to date. The SIAC Rules also introduced the Expedited Procedure for cases with a value below S$5 million or in cases of exceptional urgency. This has proved to be very popular with a total of 44 cases filed just in 2014 alone. Finally, SIAC has collaborated with the newly launched Singapore International Mediation Centre (SIMC) to offer an Arb-MedArb service. CIArb, likewise, is constantly adapting to keep pace with the evolving international business landscape, and facilitating the use

of innovative solutions to address the concurrently evolving nature of disputes which inevitably arise. For example, the Singapore IP Hub Master Plan was formulated to develop Singapore as a choice venue for IP dispute resolution, tapping on IP, technology and innovation as modern key drivers of economic growth globally. The Singapore branch followed suit by focusing its attention on the IP, media and technology sector by co-organizing a symposium for IP and arbitration experts and well as business leaders to address key issues and new solutions in the IP/IT space. The new CIArb Guidelines, mentioned above, will introduce new innovative measures to make the arbitration process more efficient and user-friendly. What do the next few years hold for CIArb in Singapore? We anticipate that the membership of CIArb will continue to grow in Singapore. There are currently over 370 members in the Singapore branch. CIArb will continue to conduct arbitration courses both locally as well as in the region, giving internationally recognized accreditation to successful candidates on these courses. With the introduction of the Singapore International Commercial Court, the launch of the SIMC and the continued growth and success of the SIAC, training and education will be all the more important to produce the next generation of dispute resolution practitioners in Singapore and the region, as Singapore becomes the hub for dispute resolution in the region.

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ASIAN LEGAL BUSINESS MARCH 2015

TAX & ACCOUNTING AWARDS WINNERS REVEALED Nagashima Ohno & Tsunematsu emerged a big winner from the ALB Japan Tax & Accounting Awards 2014. The Awards, which were jointly researched and conducted in November by ALB and Thomson Reuters’ Tax & Accounting division in Japan, celebrate Japan’s leading tax law firms, tax lawyers, in-house teams and accounting firms. The winners were selected by an independent panel of judges – all tax experts – comprising private practitioners, managing partners and academics. ALB would like to thank Thomson Reuters Tax & Accounting and the judges for their support. Nagashima Ohno took home three prizes,

LAW FIRM AWARD CATEGORIES Tax Dispute Law Firm of the Year • Nagashima Ohno & Tsunematsu

Tax Dispute Lawyer of the Year • Yuko Miyazaki – Nagashima Ohno & Tsunematsu

Tax Law Firm of the Year • Nagashima Ohno & Tsunematsu

including the renowned Tax Dispute Law Firm of the Year and Tax Law Firm of the Year awards. Yuko Miyazaki, a partner at Nagashima Ohno, was crowned the Tax Dispute Lawyer of the Year. Deloitte Tohmatsu Tax Co. won the award for Big Four Tax Team of the Year, while Tokyo Kyodo Accounting Office bagged the prize for Indirect Tax Team of the Year. Accounting firm Grant Thornton Taiyo Tax Corporation took home the prestigious award for International Tax Team of the Year. The Awards also recognised in-house teams in Japan, with GE Japan Corporation picking up the gong for In-House Tax Team of the Year.

TAX & ACCOUNTING AWARD CATEGORIES Big Four Tax Team of the Year • Deloitte Tohmatsu Tax Co.

Indirect Tax Team of the Year • Tokyo Kyodo Accounting Office

International Tax Team of the Year • Grant Thornton Taiyo Tax Corporation

IN-HOUSE AWARD CATEGORIES In-House Tax Team of the Year • GE Japan Corporation Tax

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SPECIAL THANKS GO TO Edwin Whatley Co-chair ACCJ Taxation Committee

Kenji Nakamura Tax Partner Gilford Sato & Associates

Eric Roose Tax Partner Morrison & Foerster LLP

Richard Okamoto Managing Partner Okamoto & Company

Koji Fujita Tax Partner Anderson Mori & Tomotsune

Yoichi Ishizuka Managing Partner Grant Thornton Taiyo Tax Corporation

Shigeki Minami Tax Partner Nagashima Ohno & Tsunematsu

Yoshito Ueno Tax Partner Sidley Austin Nishikawa

Takashi Shaida Tax Partner Nagashima Ohno & Tsunematsu

Hidehiro Utsumi Tax Partner TMI Associates

Fumihiro Komamiya Tax Law Professor Niigata University

Ryutaro Uchiyama Tax Partner Tokyo Kyodo Accounting Office

Masakazu Iwakura Head of Tax Nishimura & Asahi

Mitsuhiro Honda Tax Law Professor University of Tsukuba

Eiichiro Nakatani Tax Partner Anderson Mori & Tomotsune Yoshiaki Muto Managing Partner Baker & McKenzie Makiko Takewaki Tax Partner DLA Piper

SUPPORTED BY

Masao Yoshimura Tax Law Professor Hitotsubashi University Yuri Matsubara Tax Law Professor Meiji University Atsushi Oishi Tax Partner Mori Hamada & Matsumoto

PROUDLY PRESENTED BY

Tetsuya Watanabe Tax Law Professor Waseda Universiry

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ASIAN LEGAL BUSINESS MARCH 2015

27 MARCH

INTERCONTINENTAL KUALA LUMPUR

KADIR ANDRI, SHEARN LEAD NOMINATIONS Kadir Andri & Partners and Shearn Delamore & Co are leading the nominations for the second annual ALB Malaysia Law Awards 2015 with 10 each, with Wong & Partners not far behind at nine. Among Shearn Delamoreâ&#x20AC;&#x2122;s nominations is Managing Partner of the Year, while both firms have been nominated for Malaysia Deal Firm of the Year. Clifford Chance has the most nominations among international law firms with eight, which is also the number of nominations for Albar & Partners, Adnan Sundra & Low and Skrine. Clifford Chance is in the running for the International Deal Firm of the Year, as are Linklaters, Norton Rose Fulbright and Watson, Farley & Williams Asia Practice. Four in-house teams are tied for the most nominations at the awards, namely AmInvestment Bank, CIMB Investment Bank, Maybank and Maybank Investment Bank, which have three nominations each. The awards ceremony will be held at the InterContinental Kuala Lumpur on March 27.

OVERALL NOMINATIONS TOTAL Kadir Andri & Partners Shearn Delamore & Co Wong & Partners Adnan Sundra & Low Albar & Partners Clifford Chance Skrine Raja Darryl & Loh Lee Hishammuddin Allen & Gledhill Watson, Farley & Williams Asia Practice

10 10 9 8 8 8 8 7 6 6

TOTAL IN-HOUSE NOMINATIONS (excluding deals) Boustead Heavy Industries Corp Maybank Group of Companies Sun Life Malaysia Assurance

2 2 2

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NOMINATIONS FOR KEY CATEGORIES DEALMAKER OF THE YEAR Datuk Syed Zaid Albar - Albar & Partners Raymond Tong - Clifford Chance Munir Abdul Aziz - Wong & Partners KLRCA AWARD ARBITRATION LAW FIRM OF THE YEAR Clifford Chance Kadir Andri & Partners Lee Hishammuddin Allen & Gledhill MahWengKwai & Associates Raja, Darryl & Loh Skrine Tay & Partners BANKING AND FINANCIAL SERVICES LAW FIRM OF THE YEAR Adnan Sundra & Low Albar & Partners Kadir Andri & Partners Norton Rose Fulbright Raja, Darryl & Loh Shearn Delamore & Co Watson, Farley & Williams Asia Practice Wong & Partners Zaid Ibrahim & Co LABOUR AND EMPLOYMENT LAW FIRM OF THE YEAR Lee Hishammuddin Allen & Gledhill Raja, Darryl & Loh Shearn Delamore & Co Skrine Tay & Partners Zul Rafique & Partners LITIGATION LAW FIRM OF THE YEAR Azmi & Associates Kadir Andri & Partners Lee Hishammuddin Allen & Gledhill MahWengKwai & Associates Raja, Darryl & Loh Shearn Delamore & Co Skrine Tay & Partners INTELLECTUAL PROPERTY LAW FIRM OF THE YEAR Lee Hishammuddin Allen & Gledhill Raja, Darryl & Loh Shearn Delamore & Co Skrine Tay & Partners Wong & Partners ISLAMIC FINANCE LAW FIRM OF THE YEAR Adnan Sundra & Low Albar & Partners Kadir Andri & Partners Lee Hishammuddin Allen & Gledhill Norton Rose Fulbright Wong & Partners Zaid Ibrahim & Co REAL ESTATE LAW FIRM OF THE YEAR MahWengKwai & Co Raja, Darryl & Loh Shearn Delamore & Co Skrine SCL MALAYSIA AWARD ENERGY, PROJECTS AND INFRASTRUCTURE LAW FIRM OF THE YEAR Adnan Sundra & Low

Albar & Partners Clifford Chance Kadir Andri & Partners Skrine Watson, Farley & Williams Asia Practice MARITIME LAW FIRM OF THE YEAR Joseph & Partners Shearn Delamore & Co Skrine Watson, Farley & Williams Asia Practice MALAYSIA DEAL FIRM OF THE YEAR Adnan Sundra & Low Kadir Andri & Partners Raja, Darryl & Loh Shearn Delamore & Co Wong & Partners INTERNATIONAL DEAL FIRM OF THE YEAR Clifford Chance Linklaters Norton Rose Fulbright Watson, Farley & Williams Asia Practice MANAGING PARTNER OF THE YEAR Datuk Syed Zaid Albar - Albar & Partners Robert Lazar - Shearn Delamore & Co Adeline Wong - Wong & Partners Dato’ Zulkifly Rafique - Zul Rafique & Partners MALAYSIA LAW FIRM OF THE YEAR FINALISTS WILL BE ANNOUNCED ON THE NIGHT. BANKING AND FINANCIAL SERVICES IN-HOUSE TEAM OF THE YEAR CIMB Group of Companies Maybank Group of Companies TMT IN-HOUSE TEAM OF THE YEAR Astro Malaysia Holdings Hewlett-Packard (M) Telekom Malaysia INSURANCE IN-HOUSE TEAM OF THE YEAR Etiqa Takaful Sun Life Malaysia Assurance ENERGY AND RESOURCES IN-HOUSE TEAM OF THE YEAR Exxon Mobil Corp M3nergy SapuraKencana Petroleum IN-HOUSE LAWYER OF THE YEAR Mahajan Vasudevan Nair - Asian Football Confederation Razida Abdul Razak - Boustead Heavy Industries Corp Mohd Nazlan Ghazali - Maybank Group of Companies Raphael Kok - Shell Malaysia Hema Latha Sinnakaundan - Sun Life Malaysia Assurance MIARB AWARD MALAYSIA IN-HOUSE TEAM OF THE YEAR FINALISTS WILL BE ANNOUNCED ON THE NIGHT.

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SUPPORTING ORGANISATIONS

eLawyer Recruitment provides legal recruitment services to law firms and corporations since 2008. We have successfully placed more than 300 legal talents including legal executive (associate), legal manager (senior associate) and general counsel (partners) level roles. Our portal www.eLawyer.com.my attracts more than 7,000 registered members as at today and 500,000 hit per month.

The Kuala Lumpur Regional Centre for Arbitration (KLRCA), established in 1978, was the first regional centre established by AALCO in Asia to provide institutional support as a neutral and independent venue for the conduct of domestic and international arbitration proceedings in Asia. It is a non-profit, non-governmental and independent international body, and was also the first centre in the world to adopt the UNCITRAL Rules for Arbitration as revised in 2010.

The Malaysian Corporate Counsel Association.was established in 2006, and membership in the MCCA is open to any person who holds a degree in law from a tertiary institution who is not in professional legal practice. The MCCA’s vision is to be the premier organisation for the promotion and facilitation of networking, knowledge-sharing and continuing legal education for the corporate counsel community in Malaysia thereby enhancing their value to any organisation in which they serve, and raising their profile among the legal fraternity and the general public

The Malaysian Institute of Arbitrators (established in 1991) is a non-profit organisation and its main aim is to promote the determination of disputes by arbitration. The Institute also promotes and facilitates the practice and study of arbitration and other alternate dispute resolution methods. For more information, please visit www.miarb.com.

SCL, Malaysia is a national society admitting members from all states of Malaysia. The Society’s main aim is to promote education, study and research in the field of construction law and related subjects. The Society works with institutions and organizations both locally and internationally to promote these objects and to provide a platform for its members and others stakeholders to come together to discuss issues relating to construction law and related fields. ALB SUPPORTS

PROUDLE PRESENTED BY

MICHAEL PAGE LEGAL

Senior Counsel, Legal & Compliance

Senior Legal Counsel

Dispute Resolution Associate

› Regional role › Aggressive business growth

› Leading multinational, diverse business streams › Fast-growing company

› Prestigious global law firm › High growth potential

Our client is a young and fast-paced organisation which is undergoing rapid business growth. Reporting to the General Counsel, you will be responsible for putting in place and driving the Compliance function for the region. This includes the development and implementation of sound policies, procedures, standards of conduct and training as well as ensuring ongoing compliance with external and internal requirements. Part of your portfolio also involves providing legal support and advice to the business. You are a qualified Lawyer with at least 8 years of PQE gained within an in-house and practice environment.

Our client is a fast-growing global conglomerate with diverse business streams. As a Senior Legal Counsel, you will work with the current legal team and support the APAC General Counsel in the full spectrum of commercial and corporate transactional work. You will be involved in compliance and litigation issues to mitigate business risk. You must possess a strong commercial and corporate transactional experience gained from a highly regarded law firm or multinational. With at least 6 years of PQE, you must have demonstrated strong negotiation and communication skills. Prior exposure to Construction and/ or IT is preferable.

Our client is a leading business law firm with a strong reputation for their lawyers’ quality providing first class commercial advice. In this key role, you will be involved in international arbitration, commercial litigation and other modes of dispute resolution. You must be a Singapore qualified lawyer with a strong academic record and a minimum of 5 year’s PQE gained from a prestigious law firm. Prior exposure to TMT related disputes work will be advantageous but not a must. Having strong communication and people skills is a must as you will liaise with a wide array of stakeholders.

Please contact Ng Lay Hoon (Reg. no: R1108753) quoting ref: H2636280 or visit our website.

Please contact Isis Descormiers (Reg. no: R1440080) quoting ref: H2640220 or visit our website.

Please contact Isis Descormiers (Reg. no: R1440080) quoting ref: H2646550 or visit our website.

To apply for any of the above positions, please go to www.michaelpage.com.sg quoting the reference number, or contact the relevant consultant on +65 6533 2777 for further details.

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Join Asian Legal Business (ALB) for the inaugural ALB Philippines In-House Legal Summit on the 29th April 2015 in Manila. A first legal event of its kind in the Philippines, the Summit will bring together senior-level corporate counsel, business leaders and private practitioners under one roof to discuss a wide range of key legal issues and resolve the most pressing business challenges faced by in-house counsel today. Topics to be discussed include regulatory changes in the Philippines, due diligence and Mergers & Acquisitions (M&A), foreign investment and ASEAN integration, anti-corruption and compliance, dispute resolution and the evolving role and career path of the in-house counsel in the Philippines. Free places are available to in-house legal experts. For more information, please contact Trang at +65 6870 3711 or email chuminh.trang@thomsonreuters.com. Register now at www.regonline.com/PHIHLS2015 and get the latest regulatory updates to ensure success for your organisation in 2015. EVENT SPONSORS

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