China Legal Business 5.11

ISSUE 5.11

Arbitration: China gains ground 国际仲裁：中国一展身手

International firms: Horses for courses 国际律所在华发展之道：术业有专攻

HKMEx: More than a commodity? 香港商品交易所：作用举足轻重

CHINA

China’s hottest

legal market?

Tianjin rises to prominence

天津法律服务市场面临历史性发展契机 n DEALS ROUNDUP n LATERAL MOVES n IN-HOUSE VIEW n Regulatory UPDATES n UK, US REPORTS

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CHINA

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Editorial >>

Fair’s fair

W

e do the domestic work, they do the international work. Once upon a time it was fairly easy to understand the respective roles of domestic and international firms in the PRC. But if there was ever any doubt about the growing dubiousness of the traditional pecking order, look no further than King & Wood’s decision last month to set up shop in New York. This was, of course, far from the first PRC firm to enter the US market. Rival Jun He has been in New York since 1994. Other firms with a US presence include Shanghai firm Richard Wang & Co and Shenzhen-based Guanghe and Shujin.

Despite the inclement economic conditions, few would doubt that the volume of investment into and out of China to support these offices exists.

Even with predictions of a slight drop in China’s growth, the Chinese government has given a clear signal that it intends to spend big on infrastructure. Meanwhile, there are still cashed-up foreign investors who are closely monitoring the opportunities China has to offer.

It’s this promise of more action to come which is, of course, encouraging Chinese firms to establish an overseas presence. But if PRC firms can compete with international firms for cross-border work, is it not logical that international firms should be able to compete for work within the borders of mainland China?

Perhaps this argument is presumptuous. Some observers would argue we are not yet at the point where domestic firms are taking on the big players for the cross-border work in a serious way. But one thing is clear: with every year that goes by, we come significantly closer to that distant perfect market where the playing field, both here and overseas, is level for all players.

IN THE FIRST PERSON “I think it is pretty clear that the intent of the current law is already for inventions that are made in China to be filed in China first” James Cleeve, an IP partner in Marks & Clerk, on patent law (p36)

“It seems like there is not much competition in the high-end market and the region has a high density of activity, but quality work is not exactly easy to come by” Hua Lei, partner-in-charge at King & Wood’s Tianjin office, on Tianjin’s legal market (p30)

“The amount of transactional

work is going down and the amount of competition is going up”

Lovells partner Shibeer Ahmed giving a sober view of the current Middle East market (p54)

Some observers would argue we are not yet at the point where domestic firms are taking on the big players for the cross-border work in a serious way

2

CHINA

ISSUE 5.11

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CONTENTS >>

contents

ALB China issue 5.11 44

14

COVER STORY 28 ALB Special Report: Tianjin 08 Just like Shenzhen and Pudong before it, Binhai is slated for a rapid government-led transformation. ALB China reports from Tianjin on how its legal profession will keep pace with its explosive economy

ANALYSIS

FEATURES

•

Loeb & Loeb plans new Beijing office

10 Arbitration: No need to go offshore Formerly deep in the shadow of neighbours such as Singapore, China’s international arbitration capability has now emerged as a force to be reckoned with. ALB China finds out why

34 Patent law ALB China investigates the impact on IP lawyers of amendments to the 23-year-old patent law as it begins its transformation towards a 21stcentury piece of legislation

•

IPO activity in the Greater China region ‘positive’

•

Niche firm to open Australian office?

11 HKMEx: More than a commodity Greater China’s newest exchange is intended to bridge international commodities markets and China’s still burgeoning economy via a slick Hong Kong-based operation, but what will be the effect on lawyers practising in the area?

40 Internationals firms: Diverse strategies, diverse fortunes Firms from the UK, the US and beyond have opened offices in China, but the impetus has been as varied as the end result. We look at why the means should conform with the ends

14 Product liability: Firms take up the running in milk scandal The melamine milk scandal has rocked the country, and Deheng will now become the first firm to file a product liability lawsuit against the culprit company. But what are the repercussions for other clients?

44 ALB HK Law Awards 2008: Mainland deals dominate A review and summary of those lawyers and firms recognised at the recent ALB Hong Kong Law Awards 2008 for their highly innovative and complex legal work in the preceding 12 months

15 The world post-Lehman Bros Examining the impact of the Lehman Bros collapse on law firms around the globe, ALB China finds both winners and losers

4

28

50 Middle East report A comprehensive overview of its legal market

REGULARS 16 NEWS • China Securities Regulatory Commission trials margin financing • Integrated Advisory Group International admits Zhonglun W&D • Challenges faced in implementing antimonopoly law

60 Sign off

Updates 20 International Tax Azure Tax 21 Insurance Grandall Legal Group 22 Shanghai Llinks Law Offices 23 Singapore Loo & Partners 24 Regulatory Paul Weiss 25 Arbitration SIAC

PROFILES 26 Blancpain 31 Zhonglun W&D 33 Winners Law Firm 37 Lifang & Partners

ALB ASIAN LEGAL BUSINESS

ISSUE 5.11

NEWS | deals >>

deals in brief

►► SMRT Corp – Shenzhen Zona Transportation acquisition US$89m Firm: KhattarWong Client: SMRT Lead lawyers: Tan Chong Hua, Lin Lei • SMRT Corp acquired 49% equity interest in Shenzhen Zona Transportation Group. The remaining 51% is held by National Express Transportation Group • SMRT said it is looking forward to working with National Express to deliver an efficient transportation service to residents in Shenzhen • With the acquisition, Zona will become an SMRT associate company

►► BW Bulk UK building acquisition Firm: Watson, Farley & Williams Client: BW Bulk UK Co Lead lawyer: Madeline Leong • BW Bulk UK Co acquired four 388,000 DWT VLOC new buildings being built by China Shipbuilding

6

& Offshore International and Bohai Shipbuilding Heavy Industry Co Ltd in the PRC • UK leasing arranged by Calyon Credit Agricole and a debt financing facility extended by a syndicate of lenders

►► LDK Solar Co American deposit receipt offering US$200m Firm: Cleary Gottlieb Client: LDK Solar Co Lead lawyer: Clay Johnson • Cleary Gottlieb represented the underwriters Clay Johnson, in a US$200m Cleary Gottlieb SEC-registered follow-on offering of ADRs of LDK Solar Co • UBS Investment Bank and Goldman Sachs (Asia) acted as joint bookrunners for the offering • LDK is a manufacturer of multicrystalline solar wafers, the

principal raw materials used to produce solar cells. LDK is based in Xinyu City, Jiangxi Province, China

►► HECKMANN CORPORATION – CHINA WATER AND DRINKS INC ACQUISITIONS US$625m Firm: DLA Piper Client: Heckmann Corporation Lead lawyers: Steven Pidgeon, Stephen Peepels, Keith Yuan • Deal creates a US$1bn market cap company, with over US$300m in cash to pursue additional acquisitions • The largest China-based SPAC transaction ever completed, and is one of the first purchases by a SPAC of another public company

►► Ocean Grand Holdings Limited liquidation Firm: JSM Lead lawyer: Richard Tollin Client: Deloitte Touche Tohmatsu

Grand Holdings Limited, one of the largest aluminium products manufacturers in Greater China

►► PCCW Limited privatisation US$1.9bn

Firm: Baker & McKenzie Client: China Netcom Lead lawyer: Lawrence Lee Firm: Skadden Client: Pacific Century Regional Developments Lead lawyers: David Yun, Dominic Gregory, Jamii Quoc Firm: Reed Smith Client: PCCW Limited Lead lawyer: Graham Winter • Pacific Century Regional Developments (PCRD) and China Netcom were joint offerors in the cash offer to privatise PCCW Limited (PCCW) by way of a scheme of arrangement • Skadden previously worked with PCCW, advising on the merger with Cable & Wireless HKT in 2000

• Deloitte Touche Tohmatsu was provisional liquidator of Ocean ISSUE 5.11

NEWS | deals >>

►► China Equity Links – ET Solar Group private equity placement US$31m Firm: Gide Loyrette Nouel Client: China Equity Links Lead lawyer: Guillaume Rougier-Brierre

►► YOUR MONTH AT A GLANCE Firm

Jurisdiction

Deal name

Baker & McKenzie

China /HK

PCCW privatisation

1.9

M&A

China/HK

Shanghai Oriental Pearl – Hong Kong Anschutz Entertainment JV

350

JV

Cleary Gottlieb

Value(US$m)

US/HK

Citigroup–Wachovia acquisition

China

LDK Solar Co American deposit receipt offering

200

Finance/ banking

Conyers Dill & Pearman

Cayman Islands China Hong Kong

Renhe Commercial Holdings IPO

435

Finance

Davis Polk & Wardwell, Skadden

US/HK

Citigroup–Wachovia acquisition

2,160

DLA Piper

Hong Kong

PAMIEM project financing

Freshfields Bruckhaus Deringer

China Hong Kong

Winnington Capital–Foresight Profits acquisition

324

M&A

Jingtian & Gongcheng

Cayman Islands China Hong Kong

Renhe Commercial Holdings IPO

435

Finance

JSM

China Hong Kong

Winnington Capital–Rightchina stake acquisition

272

M&A

KhattarWong

China

SMRT Corp–Shenzhen Zona Transportation acquisition

89

M&A

Firm: JSM Client: Rightchina Lead lawyer: Jeckle Chiu

Latham & Watkins

Cayman Islands China Hong Kong

Renhe Commercial Holdings IPO

435

Finance

Firm: Minter Ellison Client: Winnington Capital Lead lawyer: Matthew Hibbins

Linklaters

Australia Hong Kong Japan

Nomura-Lehman asset acquisition

225

M&A

Minter Ellison

China Hong Kong

Winnington Capital–Rightchina stake acquisition

272

M&A

China Hong Kong

Winnington Capital–Foresight Profits acquisition

324

M&A

Morrison & Foerster

Cayman Islands China Hong Kong

Renhe Commercial Holdings IPO

435

Finance

Norton Rose

Cayman Islands China Hong Kong

Renhe Commercial Holdings IPO

435

Finance

Reed Smith

China/HK

PCCW privatisation

1.9

M&A

50

Finance

Guillaume

• China Equity Rougier-Brierre, Links private Gide Loyrette Nouel equity placement in ET Solar Group, a Nanjing-based integrated manufacturer of photovoltaic products

| China/Hong kong | ►► Winnington Capital – Rightchina stake acquisition US$272m

• Winnington acquired a 25% stake in Rightchina from Score High Limited • The transaction involved the acquisition of a 25% stake, together with an irrevocable call option for a further 25% equity interest at an exercise price of RMB1.02bn (US$136m)

►► Winnington Capital – Foresight Profits acquisition US$324m Firm: Freshfields Bruckhaus Deringer Client: Foresights Profits Lead lawyer: Jack Wang Firm: Minter Ellison Client: Winnington Capital Lead lawyer: Matthew Hibbins • Winnington Capital acquired 49% of shares in Foresight Profits Limited from Shui On (Development) Holdings • The deal involved acquisition of a 25% interest in Foresight Profits Limited for RMB1.13bn www.legalbusinessonline.com

2,160

Deal type

50

M&A

M&A Finance

Richards Butler

HK

PAMIEM project financing

Shearman & Sterling

Australia Hong Kong Japan

Nomura-Lehman asset acquisition

225

M&A

Skadden

Australia Hong Kong Japan

Nomura-Lehman asset acquisition

225

M&A

US/HK

Citigroup–Wachovia acquisition

2,160

M&A

China /HK

PCCW privatisation

1.9

M&A

Sullivan & Cromwell

US/HK

Citigroup–Wachovia acquisition

2,160

M&A

Vinson & Elkins

China

Sinopec–Tanganyika Oil acquisition

1,900

M&A

Watson, Farley & Williams

China Singapore United Kingdom

BW Bulk UK building acquisitions

Undisc

M&A

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

Please contact

alb@keymedia.com.au

61 2 8437 4700

7

NEWS | deals >>

“It was challenging to deliver the speed that the deal required in order to give comfort to the target’s employees that Nomura will be taking over [Lehmans]. The matter was referred from our UK office which worked on the London aspects of the Lehman transaction. Our office has done a lot of similar regional M&A work” Nick Norris, Skadden (US$162m) together with an irrevocable call option for a further 24% equity interest at an exercise price of RMB1.13bn (US$162m) • Deal sees another partnership between Minter Ellison and Winnington Capital, previously advising on its acquisition of Rightschina

►► Shanghai Oriental Pearl Group – Hong Kong Anschutz Entertainment Group China JV US$350m Firm: Baker & McKenzie Client: Shanghai Oriental Pearl Group Lead lawyer: Danian Zhang • Deal involved Shanghai Oriental Pearl Group Co setting up JV with

Hong Kong Anschutz Entertainment Group China Ltd to operate Shanghai World Expo Danian Zhang, Performing Arts Centre arena for Baker & McKenzie performances during Shanghai World Expo 2010 • JV will take part in the design and construction of the centre, estimated to eventually cost approx US$350m

| CAYMAN/CHINA/HK | ►► Renhe Commercial Holdings IPO US$435m Firms: Conyers Dill & Pearman

(Cayman law), Jingtian & Gongcheng (PRC law), Norton Rose (Hong Kong law) Client: Joint arrangers Firms: Morrison & Foerster, Latham & Watkins Client: Renhe Commercial Holdings Lead lawyers: Tien-yo Chao (MoFo) David Zhang, Eugene Lee (Latham) • Deal consisted of IPO and listing of Renhe Commercial Holdings Company Limited on HKEx • Team of underwriters and the joint sponsors included BOCI Asia Ltd, The Hong Kong and Shanghai Banking Corporation Limited, Morgan Stanley Asia Limited and UBS AG • Renhe Commercial Holdings, one of the largest underground shopping centre developers in China, is the first company to list in Hong Kong since mid-August. The offering raised US$435m, which the company plans to use to fund expansion projects in China

Lead lawyer: Richard Tollin Client: Liquidators • JSM applied for appointment of provisional liquidators and is acting as advisor to provisional liquidator of Hong Kong listed company 3D-Gold Jewellery Holdings Ltd and its wholly owned subsidiary, Hang Fung Jewellery Company Limited

►► Smart Union Group liquidation Firm: JSM Lead lawyer: Richard Tollin Client: Liquidators • JSM represented the provisional liquidators of Hong Kong listed company, Smart Union Group (Holdings) Limited and six of its subsidiaries • Smart Union manufactured and traded toys and recreational products but diversified into silver mining in China, which is thought to be the core reason for its financial problems

| Hong kong | ►► 3D-Gold Jewellery Holdings liquidation Firm: JSM

►► U-Right International Holdings liquidation Firm: JSM Lead lawyer: Richard Tollin Client: Liquidators • JSM represented provisional liquidators of Hong Kong-listed company U-Right International Holdings Limited, the casual wear retailer and its wholly-owned subsidiary, Uni-Capital Limited • U Right went into provisional liquidation after failing to repay debts of at least HK$1.4bn

| hong kong/japan | ►► PAMIEM project financing US$50m

Firm: DLA Piper Client: Avex Lead lawyers: Michael Leow, Brett Stewien Firm: Richards Butler Client: Media Asia and eSun Holdings • Deal involved the joint financing project of Asian film fund, PAMIEM • JV involves collaboration between Japanese Avex, and Hong Kong’s Media Asia groups

8

ISSUE 5.11

NEWS | deals >>

• The transaction represents a significant contribution to increase the competitiveness of the film industry in Asia and is one of the few deals of this nature in Asia

| Hong Kong/US | ►► Citigroup – Wachovia acquisition US$2.16bn Firm: Davis Polk & Wardwell, Skadden Client: Citigroup Lead lawyers: (Skadden) Bill Sweet, Eric Friedman, Greg Fernicola, Stuart Levi Firm: Cleary Gottlieb Client: Underwriters Firm: Sullivan & Cromwell Client: Wachovia • The acquisition expands Citigroup’s retail franchise, giving it more than 4,300 US branches and US$600bn in deposits – and secures its standing as one of the top three banks in the US

“We were delighted to help Dick Heckmann and his team with this groundbreaking deal. That Dick was able to get this done in such turbulent markets is testament to his track record, particularly his past successes in the water business” Steven Pidgeon, DLA Piper

• In acquisition, Citigroup will assume US$53bn worth of debt, and absorb up to US$42bn of losses from Wachovia’s US$312bn loan portfolio

• Biggest US bankruptcy sale after billion-dollar losses from mortgagelinked debt forced the once numberfour bank into liquidation

• The Federal Deposit Insurance Corp agreed to cover remaining losses in exchange for US$12bn in Citigroup preferred stock and warrants

• Nomura acquired Lehman after British bank Barclays acquired parts of Lehman’s US business but declined to acquire more

• The deal is subject to approval

by Wachovia’s shareholders and regulators, and must be completed by 31 December

• Latest deal not expected to include any trading of assets or liabilities

| AUStralia/HK/JAPAN | ►► Nomura – Lehman asset acquisition US$225m Firm: Shearman & Sterling/ Skadden Client: Nomura Holdings Lead lawyer: Jonathan Stone (Shearman) Firm: Linklaters Client: Lehman Brothers International • Liquidation sale went at a fraction of reported value of US1.4bn and includes Lehman’s businesses in Japan and Australia, and 3,000 employees www.legalbusinessonline.com

• Skadden has not previously acted for Nomura, but handled similar transactions such as Coca-Cola’s acquisition of Huiyan Juice (US$2.5bn) and various IPOs • Nomura also expected to acquire Lehman’s businesses in Europe

| SINGAPORE | ►► Senoko Incineration Plant divestment/Project Oscar US$311m Firm: Stamford Law Corporation Client: Singapore Government Lead lawyers: Bernard Lui, Lee Xianwei, Vanessa Ng

Bernard Lui, Stamford

• Deal involved the Singapore Government’s intention to divest the Senoko Incineration Plant to either a newly listed infrastructure business trust/fund or to an existing infrastructure business trust/fund by way of a tender process • Divestment exercise was for the purpose of further improving efficiency in the waste management sector through greater private sector involvement. This is the first time that a divestment exercise by the Singapore Government has stipulated that the purchaser be an infrastructure business trust/fund • Tender awarded to the consortium comprising Keppel Integrated Engineering Limited and Keppel Infrastructure Fund Management • Stamford Law Corporation advised the Singapore Government on and throughout the divestment process of the Senoko Incineration Plant and its negotiations with the bidders; and handled the preparation of all relevant agreements and other documentation

►► Raffles FUND 1 ESTABLISHMENT Value: Undisc

Firm: Drew & Napier Client: Raffles Venture Partners Lead lawyer: Petrus Huang • Drew and Napier assisted the fund managers, Raffles Venture Partners, with both onshore and offshore establishment and tax advisory requirements of the Raffles Fund 1 Limited

►► Veritas Fund Launch Value: US$50m

Firm: Drew & Napier Client: Raffles Venture Partners Lead lawyer: Petrus Huang • Veritas I Fund launched in September 2008.

• Veritas I is targeted at institutional investors outside of Singapore and is designed to provide access to public and private equity and pre-IPO investment opportunities.

• The Trustee and Administrator of Veritas I is SG Trust (Asia) Ltd. The Custodian Bank is Société Générale Bank & Trust, Singapore Branch

9

NEWS | analysis >>

Analysis

International arbitration: giving China a fair go

A

n underdeveloped legal system.

Problems with enforcement of awards in local courts.

Cosy relationships David Bateson, between judges and Mallesons local authorities. Biased Chinese arbitrators. Fair or not, these are some of the common concerns raised about arbitration in China.

But times have changed, says David Bateson, longstanding partner at Mallesons in Hong Kong. “In recent years we’ve seen a lot of progress,” he says. “For example, the Supreme People’s Court now automatically vets all decisions whereby a local court declines to enforce an arbitral award.

This counters any perception that local courts may not decide these matters in an impartial manner.”

Other improvements made to Chinese arbitral law include allowing foreigners to act as arbitrators and non-Chinese legal advisers to assist with disputes.

“Parties can also choose to apply law other than Chinese law, although there are certain exceptions,” says Bateson. “Chinese arbitral law is increasingly aligned with best international practice.”

China’s best-known arbitral body, CIETAC, has also been criticised for its system of appointing arbitrators that sees each party appointing one arbitrator of their choice and, without the parties’ agreement, CIETAC appointing a chairman to the threeperson panel. “This third person is usually Chinese, and foreign parties do sometimes raise concerns about perception of bias,” says Bateson. “In other arbitral regimes, the arbitrators must be from different countries.

However, the anecdotal evidence these days is that foreign parties are in fact having more success than Chinese parties in these proceedings.” Bateson is also a CIETAC arbitrator.

Dubai has hit the news lately with its efforts to attract international arbitration, but Bateson says that he can’t see Dubai overtaking the

10

traditional Asia arbitration hubs in the near future in the race to secure China-related work. “Obviously Dubai doesn’t have a strong arbitral history and UAE law is still something relatively unfamiliar to most parties,” he says. “There’s also a geographical disadvantage – if a Chinese party is going to go to Dubai, they may as well continue on to London or Stockholm.

And then there’s the perception that the Middle East is less safe because of terrorism – it’s an unfair perception for Dubai, but one you hear expressed a lot. What they’re doing in Dubai is a good thing, but I can’t see it attracting a lot of China-related work just yet.”

And the stakes are getting higher for China arbitration work. Mallesons has doubled its workload in this area over the past 12 months. “This is partly attributable to the expansion of our Shanghai office, but certainly not completely,” says Bateson. “The increase is very noticeable. PRC companies have become notably more comfortable with dealing with foreign lawyers in the last 12 months, as they are heavily investing overseas (particularly in resources in Western Australia) and getting involved in disputes.” ALB

国际仲裁：为中国 创造公平机会 司

法体系欠完善；仲裁裁决难以在地方法院 执行；法官与地方政府关系密切；中国仲 裁员的偏袒裁决。无论如何，这些都是国际同行 对中国仲裁领域常见的担忧。 但万盛国际律师事务所香港资深合伙人David Bateson认为，目前的行业现状已经大有改观。 他说：“中国仲裁领域近年来的进步有目共睹， 例如，在地方法院拒绝执行仲裁裁决的情况下， 最高人民法院将自动审查所有裁决。在地方法院 可能无法作出公正裁决的情况下，该方式可提供 有效解决途径。” 仲裁领域的其它改进包括：允许外籍人士担任 仲裁人，并允许非中国籍法律顾问协助纠纷解 决。Bateson表示：“尽管存在例外情况，纠纷各 方亦可选择中国法律以外的适用法律。中国仲裁 法正日趋符合最佳国际实践的要求。” 中国国际经济贸易仲裁委员会是中国最著名的 仲裁机构，其仲裁员的任命制度曾备受批评，根 ISSUE 5.11

NEWS | analysis >>

据以往的制度要求，纠纷各方自行任命一名仲裁 员，在未征得各方同意的情况下，由国际经贸仲 裁委任命一名主席，领导三人仲裁小组。Bateson 表示：“第三仲裁人一般为中国人，境外一方常 担心仲裁人存在偏袒情况。在其它仲裁地区， 仲裁人必须来自不同的国家。尽管如此，实际案 例显示，在仲裁过程中，境外一方获胜的情况更 多。”Bateson现为国际经贸仲裁委仲裁人。 近来，迪拜在吸引国际仲裁方面的努力引起业

内关注，但Bateson认为，在争取中国仲裁业务 方面，迪拜近期内无法取代传统的亚洲仲裁中 心。他表示：“迪拜显然没有深厚的仲裁资历， 且多数纠纷各方并不熟悉阿联酋法律。而且迪拜 在地理位置上也不具备优势，如果中国纠纷各方 需要赴迪拜裁决，他们可能转而选择伦敦或斯德 哥尔摩。还有一种观念认为，中东地区恐怖主义 猖獗，缺乏安全保证，尽管这种认识对迪拜而言 并不公平，但人们很难客观看待。迪拜的努力对

行业发展具有积极意义，但我认为迪拜目前不会 吸引很多与中国相关的业务。” 各律师事务所在中国仲裁领域内的投入不断加 大。过去12个月内，万盛在该领域的工作量倍 增。Bateson表示：“事务所上海代表处扩大规模是 业务量倍增的部分原因，但肯定不是全部原因。过 去12个月内，随着中国公司海外投资额度加大（尤 其在西澳大利亚的资源领域），且陷入纠纷的情况 增多，他们与外国律师的合作更为融洽。”

Analysis

New China-focused commodities exchange for Hong Kong

ALB China reports on the newest futures exchange that intends to bridge international commodities markets and China, and strengthen Hong Kong’s position as a major trading centre Bridging the gap

O

n the back of booming commodity markets and China’s growing appetite for resources, a new commodities futures exchange will be established in Hong Kong this year. The new exchange, to be called the Hong Kong Mercantile Exchange (HKMEx) will, in the first instance, enable oil importers to hedge their exposure to movements in commodity prices better.

“With rapid commodity imports comes the need for customers to be able to hedge their pricing exposure,” said Barry Cheung, chairman of the new HKMEx, when announcing the new exchange at a June press conference in Hong Kong.

The Hong Kong government, which published a study in January this year that identified the opportunity to develop a new exchange catering to China, supports the new exchange.

The exchange is due to open for business during Q1 2009 if regulatory approval is received by the end of 2008, and will begin operations by trading US-dollar oil contracts. Future plans

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involve expanding its scope by adding more products to its board, including futures tied to other fuels, metals and cotton. The exchange may also create its own indices.

Minny Siu, a banking and finance partner with Mallesons based in Hong Kong, says: “This exchange is intended to be very industry-focused. Those trading will be institutional investors or companies who need to hedge their exposure by trading the relevant contracts. The participants will a limited number at the outset, and very focused.”

Another futures exchange?

While oil futures in China are already traded on the Shanghai Futures Exchange, there are distinct opportunities for the HKMEx. The new exchange intends to bridge the international commodities markets and China, and – it said in a statement – provide an “efficient and transparent pricing platform for end-users and the global trading community to trade tailor-made contracts, hedge pricing

risks in China and across the region, lower transaction costs and increase participation by Chinese commodities traders”.

“Many Asian markets already trade several types of futures … and already do a brisk trade in physical delivery. But most of the world’s biggest commodities markets are in New York, Chicago and London,” says Nazia Vasi of Dezan Shira & Associates, a boutique professional services firm that advises on foreign direct investment into Asia.

The Shanghai Futures Exchange deals only with contracts for imported oil, so it is not fully integrated into international pricing. In addition, it is priced in Yuan, which excludes international traders. “For oil traders or importers in China, these contracts do not meet their needs,” says Cheung.

These factors, among others, mean that “it is becoming increasingly important for China to have its own fully-fledged oil market platform,” says John Tsang, financial secretary, Hong Kong SAR. Tsang believes that Hong Kong is ideally placed to “help 11

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bridge that gap. We can readily house an oil derivatives market under our existing robust regulatory system [and equally] robust legal system. And this will enable the mainland to have more control over the price discovery process of the world’s commodity markets and related derivative markets.” Further, as commodity prices become more volatile, the exchange will become even more important, as “the need to manage risk becomes greater,” said Cheung.

Physical delivery

Physical delivery will be stipulated and the exchange is believed to have secured infrastructure essential to supporting the delivery of the oil contracts. The exchange’s ability to handle physical settlement is one of its unique characteristics and it is understood to be setting up storage facilities in mainland China.

However, there are rumours that the Chinese regulator may take steps to ban foreign exchanges from setting up warehouses for physical delivery.

Accordingly, the exchange is believed to be in negotiations with PRC officials.

Prices for fuels such as oil and coal are tightly controlled in China, given the internal pressure to keep pricing stable. Also, fluctuations due to market speculation have the potential to contribute to social problems.

“Even with an economic slowdown, we don’t think the importation of commodities into China will drop off significantly” Barry Cheung, HKMEx Behind the scenes

Several high profile executives have been hand-picked to guide the establishment of the exchange. Cheung was formerly the deputy chairman of Hong Kong-listed Titan Petrochemicals Group, and Thomas McMahon, a former vice president and director of NYMEX (Asia), has been selected as president.

Cheung’s involvement comes as no surprise – Titan Petrochemicals Group is the organisation initiating the exchange. But Titan will not be the sole backer for long. Its funding is 12

soon to be replaced by around US$50m, supplied by up to 70 shareholders. Many high-profile names have signed letters of intent to be involved, whether as investors or end-users, including Merrill Lynch, Morgan Stanley, Lehman Brothers, Barclay Capital, Cantor Fitzgerald, CITIC Group and Noble Group.

For investors, the potential upside is significant, as global turnover of commodity derivatives contracts continues to rise. The Wall Street Journal reported recently that the number of contacts traded in Q1 2008 increased by 52% over to the same period last year.

Several of the world’s leading exchange technology partners will be involved. Nasdaq OMX will be the main technology provider, LCH Clearnet will provide clearing services for the platform (subject to regulatory approval) and Patsystems will provide front-end interfaces and risk management solutions.

Success requires liquidity

Liquidity will be the key to the HKMEx’s success. “It is hard to create new benchmark commodity contracts because traders are hesitant to trade in a significant size in a new contract without proven liquidity,” says Vasi. A New York-based hedge fund research analyst interviewed by ALBChina agreed: “Without liquidity you can move the market with a small trade.”

And with no shortage of competitors – there are dozens of established futures exchanges in Asia looking to broaden the range of products traded in order to get a slice of the commodities boom – liquidity may be difficult to guarantee.

Just weeks after the launch of the HKMEx, India’s Financial Technologies announced it planned to set up a direct competitor in Singapore, to be called the Singapore Mercantile Exchange. An advisory board has been appointed and the exchange plans to trade a broad range of commodities derivatives with a pan-Asian focus.

The Hong Kong Exchange is also known to be investigating commodities futures and may proceed with gold futures before long.

In addition, one of the world’s oldest and most established commodities exchanges, the Chicago Mercantile Exchange, recently set up Asia-Pacific

operations with offices in Hong Kong.

It appears none of these participants is concerned about the risk of an economic downturn in Asia. “Even with an economic slowdown, we don’t think the importation of commodities into China will drop off significantly,” says Cheung.

Legal framework

The HKMEx is in the process of appointing advisors to help set it up, with at least three contenders known to be vying for prime advisory roles.

In these early stages, the exchange will continue to assess the regulatory framework and instruct lawyers and consultants to assist with this process.

Some advisors note that it is interesting that the HKMEx appears to be backed by a private company that is lobbying support from market players. Although approval by Hong Kong’s financial secretary and the Securities and Futures Commission is required, it is seemingly a formality since John Tsang, the financial secretary, is vocal in his support for the exchange.

As the process continues, however, legal advice will be required as operational and trading rules are developed and agreed. A standard form of exchange traded contract will also be developed and input from financial institutions likely to deal with the exchange will be solicited before the templates are settled.

Law firms will assist with negotiating master agreements, collateral arrangements, and payment and settlement systems with the three core technology providers as well as documents governing equity investments by prospective shareholders.

Final hurdles

Despite the confidence in the commodities markets, the obvious advantages the new futures exchange will bring to region and the likelihood of regulatory approval, the exchange still has several hurdles to clear.

Mallesons’ Siu sums up the main issues: “The Asia-Pacific already has similar exchanges. China has its own commodities exchange but because of the forex restrictions, foreigners cannot participate. And whether China will support the new exchange has yet to be seen. It will be interesting to watch how it develops.” ALB ISSUE 5.11

NEWS | analysis >>

香港迎来以中国为核心的 全新商品交易所

在

商品市场繁荣和中国资源需求猛增的背景 下，今年香港即将建立全新的商品期货交 易中心。新交易中心被称为香港商品交易所，将 首先为石油进口商提供交易平台，规避商品价格 波动带来的风险。 今年6月，香港举办新闻发布会，宣布将成立新 交易所，新香港商品交易所董事长张震远表示：“ 随着商品进口的快速发展，为进口商提供价格风 险规避平台的需求日趋迫切。” 香港政府在1月曾公布一项研究，结果显示，建 立新交易所以满足中国需求的时机已经到来。 如2008年底获得监管部门批准，新交易所将于 2009年第一季度开始交易，首先开放以美元计价 的石油交易。未来将逐步增加产品交易范围，包 括与其它燃料、金属和棉花相关的期货交易。交 易所还将有自己的交易指数。 万盛律师事务所香港办事处银行和金融业务合 伙人Minny Siu表示：“交易所将以工业品作为交 易重点。交易各方主要为机构投资人或公司，此 类投资机构需要利用该交易平台规避价格风险。 在交易所运转初期，参与各方将集中于特定领 域，并限制参与方的数量。”

另一个期货交易所？

虽然很多的石油期货交易已经通过上海期货交 易所完成，但香港商品交易所拥有其独特市场 机遇。 香港商品交易所在一份声明中表示，新交易所 旨在衔接国际商品市场与中国商品市场，为最 终用户和全球交易社区提供高效且透明的定价平 台，协助各方交易定制合约，规避在中国和亚太 地区的价格风险，降低交易成本，并深化中国商 品交易机构的参与程度。 协力管理咨询公司是一家提供专业服务的小型 机构，专为亚洲地区的境外直接投资提供顾问服 务，该机构的顾问Nazia Vasi 表示：“诸多亚洲市 场已经开始交易多种类型的期货产品，在实际交 货方面交易活跃。但多数交易通过全球最大的商 品市场，包括纽约、芝加哥和伦敦来进行。 上海期货交易所仅交易进口石油合约，这意味 着该交易市场没有与国际定价充分整合。此外，

上海交易所以人民币计价，因此国际交易机构无 法参与。Cheung表示：“对于中国的石油交易商或 进口商而言，此类合约无法满足其需求。” 鉴于上述因素和其它因素，香港特区财政司司 长曾俊华表示：“中国拥有自己的完善的石油交 易平台日益重要。香港是弥合鸿沟的理想地点。 在目前完备的监管体系和司法体系下，我们能够 很快建立石油衍生产品市场。通过这种方式，在 全球商品市场和相关衍生产品市场的价格把握方 面，大陆可拥有更多的控制能力。此外，随着商 品价格的波动日趋加剧，对管理风险的需求也日 益强烈，交易所的重要性日益凸现。”

实际交货

交易所将制定实际交货规定，并制定可靠的基础 架构，为石油合约的交付提供支持。处理实际结 算的能力是交易所的独特特点之一，将在中国大 陆建立仓储设施。 但有传言认为，中国监管机构可能采取措施， 禁止境外交易所建立实际交货的仓库。据此，新 交易所很可能正与中国监管机构协商。 在中国，鉴于保持价格稳定的内部压力，石油 和煤炭等资源的定价受政府的严格监管。市场投 机造成的价格波动有可能导致社会问题。

幕后运作

筹建机构亲自选定多位资深高管指导交易所的筹 备工作。张震远曾任香港上市公司泰山石化集团 有限公司副董事长，Thomas McMahon曾任纽约 商业期货交易所（亚洲区）副总裁兼总监，现任 香港商品交易所总裁。 张震远参与筹备工作并不出乎意料－泰山石化 集团有限公司是首先提出创建交易所构想的集 团。泰山石化独家支持交易所创建的局面很快 将被改变，其融资计划将募集5千万美元，吸引 70位股东参与。诸多著名公司均表示有意参与 该计划，其中既有投资机构，也有最终用户， 包括美林、摩根士丹利、雷曼兄弟、巴克莱银 行、Cantor Fitzgerald、中信集团和来宝集团。 对于投资机构而言，鉴于全球商品衍生合约交 易量持续攀升，潜在机遇十分诱人。根据《华尔

街日报》的报道，2008年第一季度的合约交易量 较之去年同期增长52％。 多家全球领先的交易所技术合作伙伴亦将参 与。Nasdaq OMX将成为主要的技术提供商，伦 敦清算所将为平台提供清算服务（视监管机构的 批准而定），Patsystems将提供前台至终端的界 面和风险管理解决方案。

流动性是成功的关键因素

流动性将成为香港商品交易所获得成功的关键因 素。《亚洲法律杂志》曾采访位于纽约的避险基 金研究分析师Vasi，他表示：“如果缺乏流动性 保证，交易人在进行新合约的大额交易时，将犹 豫不决，因此很难形成新的商品合约基准。如果 没有流动性，小额交易便可影响市场。” 新交易亦不乏竞争对手，亚洲有数十家已经建 立的期货交易所，正着力拓展交易产品范围，以 便从商品繁荣的环境中获利，因此，很难保证新 交易所的流动性。 香港商品交易所成立仅数周后，印度的 Financial Technologies宣布，计划在新加坡成立 直接竞争机构，名为新加坡商品交易所。该交易 所的顾问委员会已获得任命，计划多种商品衍生 产品交易，涵盖整个亚洲地区。 香港交易所也正在探索商品期货的情况，可能 不久推出黄金期货产品。 此外，全球历史最悠久且最完善的商品交易 所－芝加哥商品交易所近期在香港成立办事处， 开拓亚太地区的经营。 显然，上述参与机构并不在意亚洲经济走弱的 风险。张震远表示：“即使经济增长放缓，我们认 为，商品输入中国的数量也不会大幅下降。”

法律框架

香港商品交易所正积极选聘法律顾问，以协助筹 备工作，目前已有至少三家律所正在竞争主要 顾问角色。 在筹备初期，交易所将继续评估监管框架，并 聘用律师和顾问协助相关工作。 一些律师已注意到一个有趣的现象，香港商品 交易所似乎是由一家私人公司作为支柱，然后该 公司通过游说市场内的其它企业再赢得支持。交 易所的成立必须获得香港财政司司长和证监会的 批准，由于财政司司长曾俊华口头表示对交易所 的支持，获得批准似乎只是程序问题。 随着筹备工作逐步推进，在制定经营和交易规 则的过程中，将需要法律顾问服务。在运作模板 确定前，还须制定合约交易的标准交易形式，以 及征得可能与交易所合作的金融机构的意见。 律所将协助交易所与三大技术提供商协商主要 协议，并且协助其编写未来股东股权投资方面的 法律文书。

最后障碍

尽管投资者对商品市场信心不减，新期货交易所 在促进地区发展方面优势显著，且很可能获得 监管机构的批准，但交易所还有多个障碍需要克 服。万盛律师事务所的Siu总结为：“亚太地区已 经有类似的交易所。中国已经有自己的商品交易 所，但受到外汇限制，境外机构无法参与。且中 国是否支持新交易所尚不明确。新交易所的发展 情况值得关注。” www.legalbusinessonline.com

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Analysis

Firms take up the running in tainted milk scandal The recent tainted milk scandal may provide an insight into the future of product liability actions in China

T

he Beijing office of Deheng law firm has become the first to file a product liability lawsuit against the manufacturer of the tainted milk powder that made headlines around the world. Zhang Xingkuan and Ji Cheng advised the parents of a one-year-old boy who allegedly developed kidney stones after consuming suspect Sanlu milk powder.

The action filed against dairy company Shijiazhuang Sanlu Group Co. was initiated in a court in Zhenping county, Henan province, and is still awaiting acceptance by the court. Zhang told the media that his clients are seeking compensation of RMB150,000 (US$21,900) to cover hospital fees, travel expenses, time off work and other costs.

Once a rarity, product liability litigation is becoming increasingly common in China and it is tipped to increase exponentially in the months ahead, especially as consumers, businesses and the general public

“The milk case is a typical product liability case – it simply deals with a defective one, but it differs because it’s a manmade product” Liu Chi, Jun He 14

deepen their understanding of their rights and responsibilities. Liu Chi and Liu Honghuan, partners at Jun He told the ALB In-house Legal Summit in Hong Kong the current case would test consumers and companies, not to mention the judicial process.

“In one sense the milk powder case is a typical product liability case – it simply deals with a defective product – but in another sense, it differs because it is a consumable man-made product,” said Liu Chi, noting that the current case may yield vastly different outcomes to the seminal product liability cases involving Mitsubishi and Toshiba earlier this decade.

The case is widely tipped to be first of many similar actions. However, the success of this and future cases rests with the extent to which the court system becomes the primary channel for resolving such matters.

Government officials often take a direct role in dealing with victims of high-profile incidents – a recent example being the aftermath of May’s Sichuan earthquake and allegations of negligence by the parents of children who died in a school that collapsed.

Meanwhile, the repercussions are reaching beyond the mainland as the recalls have extended to Hong Kong and Japan while Singapore and Malaysia suspended imports of Chinese milk and milk products. ALB

律师积极参与牛奶 污染丑闻诉讼

北

京德恒成为首个向污染奶粉厂商发起产品 责任诉讼的律师事务所，引起全球媒体关 注。律师张兴宽和季成为受害儿童家长提供法律 顾问服务，该家长的一岁男孩在食用三鹿奶粉后 患肾结石。 针对乳品企业石家庄三鹿集团的诉讼请求已提 交河南省镇平县法院，目前仍在等候法院受理。 张兴宽对媒体表示，委托人要求三鹿集团赔偿 15万人民币（21,900美元），支付住院费、差旅 费、误工费和其它费用。 在中国，产品责任诉讼日趋常见，随着消费 者、企业和普通大众对自身权利和责任的认识不 断深化，在三鹿事件前，相关诉讼已经呈指数递 增态势。君合律师事务所合伙人刘驰先生和刘虹 环女士在近日举行的ALB香港企业法律顾问高峰 论坛上表示针对三鹿事件的诉讼案件不仅在考量 消费者和公司，还在考量整个司法流程。 刘驰表示：一种观点认为，奶粉事件是典型的 产品责任案件，集中于缺陷产品本身；但另一种 观点认为，由于产品是消费性人造产品，又有所 不同。刘驰指出，三鹿事件的结果可能与早先 三菱和东芝的洐生产品质量责任问题事件结果 大不相同。 在诸多同类诉讼中，奶粉事件受到广泛关注。 该诉讼案和未来的诉讼行动的成功与否，将关系 到司法体系能否成为今后解决此类事件的主要渠 道。在过去的重大事故受害者的安抚过程中，一 般由政府官员直接领导，近期的实例包括，五月 四川地震之后，倒塌校舍遇难孩子的家长对责任 人忽视工程质量的指责。 与此同时，奶粉事件的影响波及中国大陆以外 的地区，香港、日本均召回问题产品，新加坡和 马来西亚则暂停进口中国牛奶和乳制品。 ISSUE 5.11

NEWS | analysis >>

Analysis

The world post-Lehman Bros What is in store for firms in the wake of the Lehman Bros collapse?

ALB China takes a closer look

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hen the economy’s down, restructuring and insolvency work go up – and we’re now getting a profound insight into the truth behind that great cliché of law firm management. At Linklaters, for example, a team of 20 is advising on Lehman’s UK administration, as well as advising Lloyds on the HBOS takeover.

Lovells, too, is busy currently, advising the UK’s Financial Services Authority over the Lehman collapse.

The other ‘usual suspects’ who are predicted to do well are litigation lawyers, with the Lord Chancellor recently telling attendees at a litigation conference to strap themselves in for a bumpy ride. “There is going to be litigation on a scale that we have not seen before, that will give rise to a new era for dispute resolution,” he said.

The Lord Chancellor, a consultant for Gibson Dunn & Crutcher, also predicted the rise of a new breed of investment vehicle that would feed off the carcasses of the failed investment banks. “We are going to see hedge funds the only activity of which in practice is to fund litigation arising out of collapsed institutions,” he said. “It will become a more significant factor than ever before.”

Indications are that company creditors may bring class action suits to recover some of the more obscene bonuses paid to Lehman senior executives.

US$5.76bn was paid out in 2007 alone, with the higher echelons – including CEO Dick Fund – receiving the biggest ones. According to Australian Slater & Gordon lawyer Ben Phi, there may be grounds to allege that the bonuses paid to senior Lehman staff constituted a fraudulent conveyance, a civil cause of action available to creditors under US law. Creditors may file individually or as part of a class action.

Some litigation is already under way.

Lehman Bros itself is continuing its legal battle to recover US$345m from Japanese trading house Marubeni Corp in a case of alleged fraud. Osaka firm Oh-Ebashi and Takano Law Office

www.legalbusinessonline.com

►► Employment implications

Meanwhile, the prospect for 145 retrenched Lehman lawyers is not thrilling others also looking for work. But Paul Burgess, director of Burgess Paluch Legal Recruitment, said they should find other options relatively easily, either in private practice or other markets not so affected by the credit crunch. But, he said, similar in-house roles would be harder to find. “It may be more difficult, too, for very senior lawyers, as law firms are less inclined to employ staff at that level,” he said.

are representing Lehman, while Nishimura & Asahi are defending Marubeni.

This does not necessarily mean that M&A is off the agenda, and the first hints of major deals were heard days after the bankruptcy. Soon, Nomura Holdings announced a successful US$225m acquisition of Lehman’s AsiaPacific assets in Japan and Australia, with Skadden Arps and Linklaters advising on the deal. ALB

后雷曼兄弟时代

当

经济下滑时，重组和清算业务开始增加。 这是律师事务所的信条之一，但我们将深 入分析表面背后的真相。以年利达为例，该律所 有一支20人的业务团队，为雷曼英国公司提供顾 问服务，年利达同时还为英国莱斯银行(Lloyds) 收购苏格兰哈里法克斯银行(HBOS)提供顾问服 务。路伟亦参与相关工作，在雷曼倒闭期间，为 英国金融服务管理局提供顾问服务。 观察家还坚定预计，诉讼律师的业务将猛增， 英国的大法官近期在诉讼会议上提醒律师，要为 业务骤增做好准备：“我们将遇到前所未有的诉 讼市场规模，在纠纷解决和诉讼方面，我们的业 务量将跃升至新时代。” 大法官现为格信律师事务所顾问律师，他还预 计，大量投资银行倒闭将催生新一轮投资。他认 为：“我们将看到，很多对冲基金的唯一业务是 为金融机构倒闭后的诉讼提供资金。这将成为前 所未有的重要因素。” 当然，有资料显示，公司债权人可能发起集 体诉讼，追讨公司高管的不合理奖金收入，仅 2007年，雷曼在奖金方面的开支便高达57亿美 元，包括首席执行官Dick Fund在内的高管人员 获得的份额最大。Slater & Gordon 的律师 Ben Phi认为，将雷曼高级雇员获得的奖金视为欺诈 性财产转让有法律依据，根据美国法律，债权人 可提交民事诉讼请求。债权人可选择单独诉讼或 集体诉讼。 当然，部分诉讼已经在进行中。雷曼兄弟自己 也在继续进行法律斗争，希望在一宗欺诈诉讼 中，从日本交易机构丸红株式会社手中追讨3.45 亿美元。日本大江桥法律事务所(Oh-Ebashi LPC & Partners) 和 Takano Law Office担任雷曼的法律 代表，西村朝日法律事务所(Nishimura & Asahi)则 为丸红株式会社辩护。 上述情况并不意味着并购已经偃旗息鼓。实际 上，雷曼破产后不到一周，第一笔重大并购交易 已经宣布。不久之后，日本野村控股公司宣布以 2.25亿美元成功收购雷曼在日本和澳大利亚的亚 太地区资产，世达和年利达为该宗交易提供顾问 服务。与此同时，英国巴克莱银行收购部分雷曼 的美国业务，但决定不再继续收购。

聘用机会

与此同时，被雷曼裁减的145位内部律师正积 极寻找新的职业机会。但Burgess Paluch Legal Recruitment 总监Paul Burgess表示，被裁减的 律师寻找其它法律职位相对容易。他认为，这些 律师可继续从事私人业务，或选择其它未受信用 危机严重冲击的市场。但他同时表示，如律师坚 持寻找类似的内部律师职位，将很难有所收获， 甚至可能失业较长时间。他表示：“级别较高的 律师处境更为艰难，律师事务所并不倾向聘用 高级律师。 此外，较之在公司、银行和金融领域经验丰富 的律师，金融，尤其是证券化领域的专业律师重 新找到工作的难度更大。”

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NEWS >>

news in brief >> End of the road for Heller Ehrman As expected, Heller Ehrman has given its lawyers 60 days’ notice of its intention to close its doors forever, with the last day being 28 November. It is a sad end as the firm is just two years away from what would have been its 120th year of operation. While there were rumours of Baker & McKenzie and Winston & Strawn picking up large numbers of Heller Ehrman’s lawyers, both firms have said that this will not occur.

海陆律师事务所倒闭

如分析人士预计，海陆律师事务所提前60天通知旗下 律师，将于11月28日永久结束经营该结局实在令人伤 感，海陆律师事务所距经营120周年仅有2年之遥。有传 言称，贝克∙麦坚时和Winston & Strawn将接收大部分原 海陆律师，但上述两家事务所均否认此说法。

Thelen also troubled US-based law firm Thelen has told its partners that it is looking to close its doors by 1 December. Thelen’s demise follows the firm’s failed merger talks, Pillsbury Winthrop’s raids on its Shanghai office and a number of high level hires from the firm’s crown jewel construction litigation team in the US. At the time of going to press, the full partnership was yet to vote on the final outcome.

思瑞亦难自保

总部位于美国的思瑞律师事务所向合伙人宣布，将于12 月1日结束经营。在合并商谈破裂后，必百瑞律师事务 所将思瑞中国办事处和美国建筑诉讼团队多位精英律师 招至麾下，最终导致思瑞经营难以为继。截至本刊付印 时，全体合伙人尚未就最终结果投票决定。

Hong Kong professionals lured by China proximity: survey Professionals who relocate to Hong Kong have given its proximity to China as the number one reason for the move, according to a new survey by Hudson Recruitment. The survey found that the China factor was nominated as the top reason by 22% of respondents, well ahead of the tax regime (18%) and the state of Asia’s economy (17%).

The perception of the local economy may well be fluid, as the survey also found that hiring expectations in Hong Kong are at a five-year low and are the lowest in Asia.

However, business confidence is still at a reasonable level, with a majority of respondents predicting good performance from their company in 2009.

临近中国成为吸引香港法律专 业人士的要因：调查

翰德人力资源有限公司进行的全新调 查显示，在被安排至香港工作的 法律专业人士中，临近中 国成为其选择迁移的 第一原因。调查显 示，22％的受访人 将中国因素作为首 要原因，大幅领先 税收体制（18％）和亚洲 经济现状（17％）因素。 调查还表明，香港的招聘预期处于五年 来的最低点，为亚洲最低，对当地经济的认知并不稳 定。但业务信心仍保持在合理水平，多数受访者预计， 公司在2009年将取得良好业绩。

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international

New Beijing office for Loeb U

S-based law firm Loeb & Loeb will open a Beijing office next year to meet demand arising from the increasing number of cross-border commercial transactions and China’s technology-driven economy.

While continuing to service its US clients doing business in China, the firm’s new office will look to bring in Chinese clients investing in the US and in stock market listings.

“As China moves from a manufacturing to a technology-driven economy, our firm will be there to work with emerging businesses as well as established companies investing in China,” said the firm’s co-chair, John Frankenheimer.

The Beijing office will focus on private equity, intellectual property, corporate & securities advisory, and will form a platform for creating a better relationship between the two cultures.

“The new office will … allow us to better serve our clients by more effectively bridging culture, language and time zone differences while positioning the firm inside China to capitalise on the growth of China’s economic infrastructure and global investments,” said securities partner Mitch Nussbaum.

The first attorney in the Beijing office will be recently appointed partner Eric Doering, a securities and M&A lawyer, who will be based in New York until the new office opens. ALB

乐博筹备北京代 表处 总

部位于美国的乐博律师事务所将在明年成 立北京代表处，以满足日渐增长的跨境商 业交易和中国技术推动型经济的需求。 乐博将在继续服务美国客户的同时发展中国业 务，新代表处将重点吸引有意赴美投资或在证券 市场上市的中国客户。事务所还将日益注重中国 不断发展的技术推动型经济。 事务所联合主席John Frankenheimer表示：“随 着中国由制造型经济转向技术推动型经济，我们 将重点把握在中国投资的新兴和成熟企业。” 北京办事处的业务重点包括：私募股权、知识 产权和公司与证券顾问，同时将成为中美两国文 化融洽交流的平台。 证券业务合伙人Mitch Nussbaum表示：“新代 表处可帮助我们为客户提供更好的服务，有效弥 合文化、语言和时区差异，事务所业务落户中国 后，可充分把握中国经济基础设施和全球投资的 增长机遇。” 证券和并购业务合伙人Eric Doering近日被任 命为北京代表处的首位律师，在筹备工作期间， 他将在纽约执业。

international

US firm forges links with Grandall Legal Group U S-based law firm Sichenzia Ross Friedman Ference has deepened its links with China by appointing a Grandall Legal Group associate in Shanghai, James Li, as a visiting attorney.

Li will join Sichenzia’s Asian practice group for the next few months to boost the firm’s connections with the Chinese market.

The firm will build on its experience with Chinese companies that intend to go public and access capital in the US.

“[Li’s] presence … gives us an affiliation with Grandall, which is one of the largest law firms in China,” said Sichenzia’s founding partner, Gregory Sichenzia. The relationship between the firms will also produce more business for both, said Li. Li, who has studied in the US at the Chicago-Kent College of Law, will focus his practice on private investment into public equity (PIPE) transactions and reversing Chinese company mergers into traded shell companies. ALB ISSUE 5.11

NEWS >>

& Loeb

►► Loeb & Loeb – quick facts • Over 300 lawyers

uk report Freshfields cuts back real estate group The consequences of the credit crunch are still battering the global business scene and Freshfields has become the first Magic Circle firm to feel the impact and cut four of its associates from its London real estate group.

Freshfields joins a host of other UK firms who have made redundancies recently, including a handful of regional and national firms such as Olswang, Field Fisher Waterhouse, Eversheds, Cobbetts, DLA Piper and Bevan Brittan.

management structure to allow for more prompt decision-making, including giving the green light for a possible merger with a UK firm should the opportunity arise.

Under the scheme, implemented by new managing partner Duncan Weston, the firm will be governed by a single 15-member board, including up to nine elected members and six global practice group heads – a slight change from the seven-member management board and executive committee that was previously used by the firm.

Halliwells on redundancy trail Halliwells, also feeling the impact of the credit crunch, has launched a redundancy consultation across its real estate practice last month, with as many as 40 staff from the firm’s Liverpool, London Manchester and Sheffield offices possibly on the chopping block.

Wragge & Co are another UK firm effecting a similar consultation, with 30 lawyers in its London and Birmingham offices to be cut.

Heller dispersion As Heller Ehrman slowly sinks into dissolution, its London team waits for the verdict on where they will go. Heller’s eight UK partners are apparently scrambling to find new homes for themselves, their associates and their support staff.

CMS management shake-up heralds UK expansion CMS Cameron McKenna is on track for expansion into the UK, with the firm recently revamping its

Smooth sailing for Salans A strong presence in Central and Eastern Europe has helped Salans grow, despite the credit crunch turmoil.

The French firm recently reported a 20% boost in turnover for the first three-quarters of 2008, bringing in €150m (£1,17.97m) – up from £94.38m for the same period last year.

• Four offices – Los Angeles, New York, Chicago and Nashville • Has strategy of targeting select core industries and practice areas • Particularly well known for IP practice

美国律所与国浩展 开合作

 ROUNDUP

总

• Addleshaw Goddard reported 16 redundancies this year, including two fee-earners – the highest single number since 2003. Those affected were offered enhanced redundancy packages in line with the length of service

部设于美国的Sichenzia Ross Friedman Ference律师事务所任命国浩律师集团上 海办事处李强律师担任访问律师，进一步深化与 中国法律行业的合作。在未来数月，李强将进入 Sichenzia亚洲业务团队，提升该事务所与中国 市场的业务联系。事务所将为有意上市并引入美 国资本的中国公司提供服务。 Sichenzia创始合伙人Gregory Sichenzia表示：“ 国浩是中国规模最大的律师事务所之一，李强律 师可促进我们与国浩进一步合作。”李强表示，双 方的合作还将为彼此带来更多业务机会。 李强曾在美国芝加哥法律学院(Chicago-Kent College of Law)学习，专业重点为公共股权私人投资 （PIPE）交易和中国公司合并企业注资空壳公司。

www.legalbusinessonline.com

• David Ryan has been re-elected as managing partner of Pinsent Masons for a further four-year term (beginning March 2009), following an uncontested election • DLA Piper is set to launch an office in Romania before the end of the year, with senior associate Marian Dinu tipped to lead the venture. The office is expected to house between 10 and 15 lawyers

• Davis Polk & Wardwell have been handpicked by Slaughter and May to assist in advising the UK government on US aspects of its financial institution bailout • A handful of City firms including Freshfields, Linklaters, Clifford Chance and Lovells have landed primary roles in advising on UK aspects of proceedings relating to the Lehman Brothers’ bankruptcy filing • Allen & Overy plans to launch in Munich this month following the hire of Shearman & Sterling’s Munich head Gottfried Breuninger and M&A partner Astrid Krueger • Bird & Bird will merge with City boutique Lane & Partners this month. The firm will be incorporated under the Bird & Bird banner, and the addition of 30-lawyers from Lane & Partners will take Bird & Bird to the 100-lawyer mark

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NEWS >>

capital markets

CHINA/HONG KONG

Firm hungry for piece of China’s IP pie

China Securities Regulatory Commission trials margin financing

J M

arks & Clerk Solicitors, well known in British legal circles for its specialist IP practice, has decided to take root in Asia through a newly formed firm in Hong Kong, Anthony Evans & Co. The move follows Marks & Clerk’s merger with IP firm Lloyd Wise last year to extend its reach into Singapore and China. The new Hong Kong office cements a long-standing referral relationship that Marks & Clerk has had with the local lawyer, Anthony Evans, formerly a partner at Robin Bridge & John Liu. Evans, who has practised IP law in Hong Kong for 27 years, will be heading Anthony Evans & Co as senior partner.

Hong Kong allows foreign law firms to practise, but some international firms have preferred to form alliances with local firms in emerging Asian countries such as Singapore, Hong Kong and China to tap quickly into domestic markets.

Hong Kong has seen several such moves.

IP practices in China were given a shot in the arm in the 12 months leading up to the Beijing Olympics when the PRC’s IP laws were stringently refined to align with international practice.

Moves by international firms to get a piece of the action – although they have to partner local firms in China – stem also from the number of foreign enterprises registering patents and trademarks in China.

By the end of June 2005, China’s cumulative number of registered trademarks had reached 2,370,000, of which 422,000 were registered by foreign enterprises from 129 countries and regions. In the first half of this year, the State Administration for Industry and Commerce dealt with 21,045 cases of trademark transgression, marking an 11% year-on-year increase.

“This move underlines our commitment to both the Asian market itself and to our

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associated legal practices. The advantage of being able to refer clients through our more integrated network has been a cornerstone of our growth,” said Keith Hodkinson, chairman of Marks & Clerk.

“The need for quality legal advice could not be more highly [felt] in the region at this important time in the socio-economic development of Asia.” ALB

知识产权事务所在香港 拓展亚洲业务运作

麦

仕奇顾问是著名的英国法律事务所，专业 从事知识产权领域的法律服务，决定通过 在香港成立新事务所Anthony Evans & Co拓展 亚洲市场。 该律所去年曾与知识产权律所利卫合并，拓展 在新加坡和中国的业务。麦仕奇顾问香港新办 事处的成立可进一步巩固事务所与香港本地律师 Anthony Evans的长期合作关系，Anthony Evans 曾在乔立本廖依敏律师行担任合伙人。Evans在 香港从事知识产权法律服务长达27年，将担任 Anthony Evans & Co的高级合伙人。 香港允许境外律师事务所开展业务，但部分跨 国律师事务所更倾向新兴亚洲国家的本地事务所 合作，如新加坡、香港和中国，以便快速进入本 地市场。作为中国重要的经济门户，香港法律业 界不乏此类先例。 在北京奥运会的影响下，中国的知识产权业务 近12个月来发展迅猛，中国政府严格依据国际实 践制定知识产权法律。 随着赴华注册专利和商标的外国企业日益增 加，尽管跨国律师事务所需要借助中国事务所的 合作，仍希望把握市场发展的机遇。 截至2005年6月底，中国累计注册商标数量达到 2,370,000个，其中422,000个为129个国家和地区 的境外企业注册。今年上半年，国家工商总局受 理21,045件商标侵权，年递增幅度达11％。 麦仕奇主席Keith Hodkinson表示：“新事务所 的成立表明我们对亚洲市场和香港法律业务的承 诺。我们能够借助整合的服务网络推荐客户，这 成为事务所业务增长的坚实基础。在亚洲社会经 济发展的重要时期，市场对高质量法律顾问服务 的需求日益显现。”

ust when you thought the halcyon days of stock borrowing and short selling were over, the China Securities Regulatory Commission has announced that it will launch margin financing and securities lending on a trial basis. However, the CSRC is taking a very cautious approach towards the companies that will be permitted to participate in the trial.

Fang Jian, partner at Linklaters in Shanghai, said that the CSRC will be taking into account matters such as the company’s scale of net assets, compliance track Fang Jian, Linklaters record, net asset risk control indicators and their readiness for conducting the business. “On this basis, it appears likely that only a small number of ‘A’ ranking securities companies will initially be granted the licences,” he said.

Stringent rules will also apply to investors. “The approved securities companies will be required to apply relatively high qualification requirements to the investors eligible for margin financing and stock borrowing,” said Fang. “Pursuant to the Implementation Rules, an investor must, among other things, have been a client of the relevant securities company for more than half a year in order to be eligible for funds and/or stock borrowing from that securities company.” ALB

证监会试水融资融券

在

股票借贷和股票卖空的平静时日看似结束 时，中国证监会宣布，将尝试推行融资融 券业务。在批准参与试点券商的过程中，中国证 监会持十分谨慎的态度。 年利达上海办公室合伙人方剑表示，中国证监 会将考虑多种因素，如公司的净资产规模、往绩 合规记录、净资产风险控制指标以及推行业务的 筹备情况。他认为：“基于此要求，仅有少量A类 证券公司可获得首批经营许可。” 对于投资者而言，亦有严格规定。方剑表示：“ 获得许可的证券公司在融资融券业务投资人的 资格审查方面，须执行相关较高的要求，例如， 投资人作为相关证券公司的客户必须超过至少半 年，才有资格通过该证券公司进行融资融券。” ISSUE 5.11

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industry

Zhonglun W&D admitted into Integrated Advisory Group International

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honglun W&D has been admitted into the Integrated Advisory Group (IAG) International, a unique worldwide association of independent professional firms. IAG is known to be highly selective when taking on new members. The firm was granted membership after IAG’s chairman Nicholas Burnett visited the firm’s Beijing and Shanghai offices.

IAG has member firms throughout Europe and North America, and is expanding its coverage worldwide.

Members include lawyers, accountants, tax advisers and fiduciaries, some of whom work in association with other specialists such as economists or real estate or financial advisers.

Assemblies are held thrice annually.

Partner Xue Haibin represented Zhonglun W&D at the first meeting hosted in Hamburg, Germany, in May, while partner Zhang Derong attended the second meeting held in Chicago in October 2008.

The third annual assembly will be held in London, UK. ALB

us report End of an era as Heller Ehrman closes its doors Following collapsed merger talks, an exodus of staff and being hard hit by the credit crunch, San Francisco firm Heller Ehrman called it quits last month after 118 years.

Chairman Matthew Larrabee was the bearer of bad news as he confirmed that the partnership had decided dissolution was unavoidable.

The floundering firm formed a dissolution committee, chaired by New York bankruptcy partner Peter Benvenutti, to oversee the winding down of the firm and all employees were told they would be paid for 60 days, with a small group of staff to be retained after that.

Orrick scoops Heller staff Orrick Herrington & Sutcliffe has become the latest firm to take advantage of collapsed firm Heller Ehrman and has snapped up an impressive group from the San Francisco firm’s wreckage.

The group – including former chairman Barry Levin, Bert Rosenfeld (Heller chairman 1993–99), and Larry Popofsky (co-chair of the firm 1988–93) – is 28 strong, with eight Heller practice group leaders in total from the firm’s San Fransisco, New York and London offices.

Former merger candidates to pick up Heller pieces Firm management at Heller Ehrman has hinted that former merger candidates may be set to claim large chunks of the dissolving firm.

While US firm Covington & Burlington – Heller’s most recent failed merger partner – has already acquired at least 15 of the firm’s intellectual property partners, other former merger candidates Winston & Strawn, Baker & McKenzie and Mayer Brown may also be in line to absorb Heller’s offices, practice groups or both.

Judge rules Nixon’s way Nixon Peabody has won out against Taylor Wessing after Judge Kenneth Fisher recently ruled that Nixon did not violate any laws or contracts when it hired a dozen Taylor Wessing partners this summer – although the firm had agreed to a two-year moratorium on recruiting from Taylor in the wake of failed merger talks.

In a somewhat controversial decision, the New York judge basically ruled that the non-compete agreement was unenforceable under New York law.

CC lays off litigators In a move that has shocked some in the legal industry, Clifford Chance recently announced that it was laying off 20 associates in its New York and Washington, DC offices. It has a 100-lawyer-plus litigation and dispute resolution department.

The firm has blamed a mix of “sluggishness in litigation matters” in addition to recent market volatility which has produced a “countercyclical balance”. However, the firm maintained that the cuts were not performance related, and said that retrenched staff will receive severance packages and outplacement services.

中伦文德成为IAG会员

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伦文德正式成为Integrated Advisory Group (IAG) International会员，该组织是独立专业 服务机构的全球协会。IAG在遴选新会员时奉行严 格标准。协会主席Nicholas Burnett访问中伦文德北 京和上海办事处后，正式授予该所会员身份。 IAG的会员遍布欧洲和北美，目前正扩展全球 覆盖范围。会员包括：律师、会计师、税务顾问 和信托人，其中部分专业人士与经济学家、房地 产专业人士或财务顾问共同工作。 协会每年召开三次会议。今年5月，合伙人薛 海滨代表中伦文德出席在德国汉堡举办今年第一 次会议，上月（2008年10月），合伙人张德荣 参加在芝加哥举办的第二次会议。第三次年会将 于英国伦敦举办。

www.legalbusinessonline.com

 ROUNDUP • Freshfields Partner Nigel Blackaby will head the firm’s new international arbitration group set to launch in Washington, DC • US firm Sonnenschein Nath & Rosenthal recently launched its second office in Europe following the acquisition of Zurich-based hotels and hospitality boutique, Bloch & Partner • Five former Heller Ehrman litigation partners, including several who were litigation practice heads, recently bid goodbye to the crumbling firm to join Arnold & Porter in their Washington, DC and Los Angeles offices • Sullivan & Cromwell and Davis Polk & Wardwell recently scored roles on US insurance giant AIG’s additional US$37.8bn funding • Simpson Thacher partner Lee Meyerson will lead a team to advise the US Treasury after the firm won the role to work with US government on its US$700bn (£412bn) financial markets bail-out package

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IP

Update >>

Bird & Bird advises authorities on implementation of anti-monopoly law

Shanghai 证监会新规规范上市公司股权激励

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国证券监督委员会(“证监会”)于今年5月及9月先后发布了有关 上市公司股权激励的三个备忘录(以下合称“备忘录”), 旨在从各 方面进一步规范上市公司实行的股权激励。

一、激励对象

根据原有法规1, 上市公司股权激励的对象可以是董事(不包括独立董事) 、监事、高级管理人员、核心技术(业务)人员及其他员工。但备忘录对 激励对象作出进一步限制, 即: 持股5%以上的主要股东或实际控制人原 则上不得成为激励对象; 上市公司监事会应当对激励对象名单予以核实, 且监事不得成为激励对象; 如激励对象为其他员工的, 上市公司应逐一 分析其与上市公司业务或业绩的关联程度, 说明其作为激励对象的合理 性。前述规定均反映了证监会对于激励对象范围的谨慎态度, 上市公司 需对激励对象的选择做出详细的说明。

二、行权事宜

备忘录要求上市公司设定行权的业绩指标且原则上不低于历史水平; 在 等待期或锁定期内, 各年度上市公司净利润及扣除非经常性损益的净利 润均不得低于授予日前最近三个会计年度的平均水平且不得为负。前述 规定将激励对象行权与上市公司业绩挂钩, 并要求上市公司业绩较股权 激励计划实施前有增长, 这有利于发挥股权激励计划的激励作用, 并进一 步保护上市公司中小股东的利益。 在行权安排方面, 备忘录明确激励对象在上市公司发生控制权变更、 合并、分立等情况下不得加速行权或提前解锁。

三、股权激励与重大事件间隔期

为防范上市公司发生内幕交易和股价操纵行为, 备忘录规定上市公司 在履行重大事件信息披露义务期间及之后30日内, 以及在提出增发新 股、资产注入、发行可转债等重大事项至该等事项实施完毕后30日 内, 上市公司均不得推出股权激励计划草案。另外, 在股权激励计划草 案披露至其经股东大会审议通过后30日内, 上市公司亦不得进行前述 重大事项。 除以上方面外, 备忘录还就上市公司股权激励的股份来源、提取激励 基金、分期授予、授予价格、预留股份、会计处理以及股权激励计划的 变更与撤销等问题作了相关规定, 反映出证监会对 于上市公司股权激励计划监管从严的趋势。 1. 证监会于2005年12月31日发布的《上市公司股权激励管 理办法(试行)》、国务院国有资产监督管理委员会(“国资 委”)以及中华人民共和国财政部(“财政部”)于2006年1月 27日发布的《国有控股上市公司(境外)实施股权激励试行 办法》和2006年9月30日, 国资委和财政部发布的《国有 控股上市公司(境内)实施股权激励试行办法》为目前规范 上市公司股权激励的基本法律法规。

陈臻: grant.chen@llinkslaw.com 翁晓健: james.weng@llinkslaw.com Llinks Law Offices 通力律师事务所 Shanghai 21F, South Tower, Shanghai Stock Exchange Building, 528 Pudong Road South Shanghai 200120 PRC Tel: (86 21) 6881 8100 Fax: (86 21) 6881 6880

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陈臻

翁晓健

E

ven as the new anti-monopoly law came into effect on 1 August, the PRC government was consulting local and international legal experts on rules regarding the law’s implementation.

Serge Durande, senior European counsel at Bird & Bird, has advised high-ranking Chinese officials on the application of the AML as part of a workshop entitled “EUChina Workshop on Price Cartel Enforcement in China”.

Durande, along with representatives from Freshfields and Howrey, provided Chinese officials with an in-depth view on the workings of existing European competition law and the role EU authorities play in policing the laws.

Commenting on the challenges of the new legislation, he said: “More importantly, consistency between the world’s major applicable competition regimes is crucial. One cannot expect identical EU, US, Japanese and Chinese competition laws but, in today’s globalised economy, a common ground must be found so that parties can understand what to expect from each other. Due to differences in both procedural and in substantive terms, full convergence is still to be found.” ALB

CHINA/AUSTRALIA

Niche firm opens Australian office

B

eijing-based boutique firm MMLC Group has opened its first Australian office in Brisbane, to meet the growing demand for cross-border work between China and Australia.

Firm founder and managing partner Matthew Murphy said the Brisbane office will serve as a base for work mainly focused on inbound China-related deals. “We feel it’s very important to offer personal face-to-face assistance for corporations or governments that operate in Australia. In the past, we had to fly into Australia for meetings, but there is a lot more you can do face to face as opposed to with the telephone or e-mail,” he said.

Murphy said the firm has seen deals worth billions of dollars taking place in sectors such as resources, electronics, electrical, agriculture, health, and food and beverages.

“Chinese companies are looking to take over Australian distribution networks and businesses … They need to make big deals because they want to make it worthwhile, due to Chinese government controls and the time taken to get approval,” he said.

Although the recent contaminated milk scandal has caused chaos in China’s dairy industry, with some companies facing possible closure, Murphy believes more M&A opportunities will arise out of it. “It’s bad for the Chinese dairy industry without a doubt, [but] demand for foreign milk products has increased and I don’t think there would be any hesitation by Chinese companies to acquire Australian dairy businesses that export products to China,” he said.

ISSUE 5.11

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鸿鹄就反垄断法执行为政府 提供顾问服务

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使新版反垄断法已于8月1日生效，中国政府仍就法规的具体执行征求 国内外法律专家的意见。 鸿鹄律师事务所高级欧洲律师Serge Durande曾为中国政府高级官员提 供顾问服务，曾主讲“中国联合定价执行的中欧讲座”，介绍反垄断法的应 用。Durande曾与来自富而德和Howrey的代表共同向中国的高级官员深入 介绍目前欧洲竞争法的执行情况，以及欧盟监管机构在执行法律方面发挥 的作用。 在介绍新法规面临的挑战时，Durande表示：“全球主要竞争区域之间的 立法一致性目前日趋重要。尽管期待欧盟、美国、日本和中国拥有相同的 竞争法并不现实，但在当今全球一体化的背景下，各方必须达成共识，了 解彼此之间的期望。鉴于程序和实质性条款方面的差异，达成全面共识仍 有漫长道路。”

MMLC has acted for Goldman Sachs, China Regulatory Commission, and Australia’s Department of Intellectual Property and Department of Agriculture among others.

The firm currently has five partners, and in the next 12 months could acquire part of a Sydney firm and hire an additional two partners. However, partners will need to have graduated from a top law school, and be fluent in English and Mandarin. ALB

中国律所设立澳大利亚代表处

总

部位于北京的小型律师事务所MMLC Group在布里斯班成立首个澳大 利亚办事处，以便满足中国和澳大利亚之间跨境交易增长需求。 事务所创始人兼执行合伙人Matthew Murphy表示，布里斯班办事处将主要 从事与中国境内公司相关的业务。他表示：“为在澳大利亚开展工作的公司或 政府部门提供面对面的协助十分重要。过去，我们需要飞赴澳大利亚参加会 议，较之使用电话或电邮沟通，面对面的形式可发挥更大作用。” Murphy 表示，事务所曾亲历价值数十亿美元的交易，涉及资源、电子、 电力、农业、健康、食品和饮料行业。他表示：“中国公司正积极收购澳大 利亚的分销网络和企业。但由于中国政府的控制和审批耗费的时间，只有 进行大宗交易才物有所值。” 近期污染牛奶事件给中国乳品行业带来重创，多家企业面临倒闭，他认 为，这将催生更多并购业务机遇。Murphy表示：“毫无疑问，这对中国的乳 品行业百害无益，但市场对进口乳制品的需求高涨，我认为，中国企业应毫 不犹豫的收购澳大利亚乳制品企业，然后将产品出口至中国。” MMLC 曾担任高盛、中国监管委员会、澳大利亚知识产权部和农业部以 及其它机构的法律代表。 事务所目前有五位合伙人，未来12个月内，可能收购某悉尼律所的部分业 务，并额外招募两位合伙人。事务所要求合伙人必须毕业于一流法学院，并 熟练掌握英语和普通话。

www.legalbusinessonline.com

Update >>

Insurance The conundrum of foreign investment in Chinese insurance companies

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ue to its dramatically rapid development and excellent financial prospects, the Chinese insurance market is currently attracting a huge influx of foreign investment, most of them focusing on insurance companies.

The insurance industry is the first in the financial field to be opened to foreign investment. At present, as far as the establishment of a foreign-funded insurance company is concerned, some foreign investors are still puzzled by conundrums.

In the regulation of administration of a foreign-funded insurance company, Article 8 stipulates the establishment requirements: “A foreign insurance company that applies for the establishment of a foreign-funded insurance company shall meet the following conditions: 1. It shall have been engaged in the insurance business for more than 30 years; 2. It shall be more than two years since a representative office was established within the territory of China; 3. The total assets at the end of the year prior to the application for establishment shall be no less than US$5bn;4. The country or region where the foreign insurance company is situated shall have sound systems for the regulation of insurance and the foreign insurance company shall have already been under the effective regulation of the relevant authority of the country or region;5. It shall satisfy the solvency standard of the country or region; 6. It shall obtain the approval of relevant authorities of the country or region for the establishment; 7. It shall satisfy other conditions as provided by the CIRC.” Besides the above-mentioned requirements, a foreignfunded insurance company should satisfy the same requirements as a domestic-funded company, including registered capital, human resources, etc.

If investors fulfill such basic requirements, however, they are still not fully guaranteed to obtain insurance licences, but will be assured of inclusion onto the waiting list of the CIRC. Meanwhile, where a foreign insurance company establishes a joint equity insurance company with a Chinese partner for engaging in life insurance business, the foreign share shall not exceed 50% .

Taking such regulations into consideration, many foreign investors may wish to establish a domestic-funded company.

According to the administrative provisions on an insurance company, if the overseas shareholders’ shares in an insurance company do not exceed 25%, this company would be treated as a domestic-funded insurance company.

Nevertheless, most foreign investors wish to take advantage of their business experience, actuarial technology and customer resources, thus gaining majority control in the company, which is in conflict to their share percentage.

In China, there is a difference between a limited liability company and joint stock limited company. In a limited liability company, shareholders can make decisions by way of voting among themselves, and not basing this on share numbers. However, this is not the case with a joint stock limited company.

Unfortunately, an insurance company must be a joint stock limited company in China.

Finding a way to speed up foreign investment in an insurance company is still a conundrum faced by Chinese lawyers.

Zhan Hao, Managing Partner Grandall Legal Group Beijing Office Tel: 010-65890699 Fax: 010-65176801 E-mail: zhanhao@grandall.com.cn Web: www.grandall.com.cn

Zhan Hao

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Update >>

capital markets

China leads Asian

International Tax The EU will delay the common tax base project

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o the surprise of many, the EU common tax base project has been delayed. The original intention was to present a proposal in the form of a draft Directive to the College of Commissioners and then in turn to a meeting of ECOFIN before the end of the current year. At the opening session of the International Fiscal Association Congress in Brussels on 31 August Commissioner Kovacs, who has been championing this project, announced that the project was being postponed because he would rather present a ‘perfectly elaborated and well justified product at the appropriate time than present an incomplete one just to meet an artificial deadline’.

Possibly the Irish No vote in their June Referendum on the Lisbon Treaty plus considerations in relation to the reelection of the Commission next year has caused a delay in the project which is highly controversial in some Member States, including the UK, who had threatened to veto it.

But more importantly it now seems likely that the scope of the project will be extended to cover banks and financial institutions. There will also be more time to complete the various impact assessments of which there would appear to be four or five.

Presumably therefore the quarterly meetings of the Working Group made up of all the Member States will revive. However there is unlikely to be a repeat this year of the December meeting when outside professional bodies are invited to a meeting with the Member States and the Commission to review progress to date.

German prosecutors investigating new cases of tax evasion German prosecutors have opened 966 new investigations against suspects who may have evaded taxes by using bank accounts in Liechtenstein.

The investigations are based on 2,000 bank statements received by men currently on trial on charges that they blackmailed Liechtensteinische Landesbank (“”LLB”) over possible tax evasion by the bank’s clients.

The new cases, apparently cover more than €1 billion, or $1.47 billion, of bank deposits in Liechtenstein. They have been transferred to prosecutors all over Germany for follow up. Germany has been roiled by the nationwide investigation of hundreds of people suspected of failing to tell tax authorities about bank deposits in Liechtenstein, the principality sandwiched between Switzerland and Austria.

The men that have been on trial in the Rostock case since April, identified only as Michael F., Jens P. and Michael A., are accused of threatening LLB, and its customers that they would inform German authorities about funds that the clients had deposited with the institution.

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

Debbie Annells

T

he first three-quarters of 2008 saw a significant decline in the number of IPOs and listings in Asia, and the total amount of funds raised in the equity markets nose-dived.

Many companies have postponed their listing plans due to global economic uncertainty.

According to Thomson Reuters’ recent equity capital markets review, Asian IPOs (excluding A-share listings) totalled US$17.3bn from 160 issues, a 58.8% decline from the same period in 2007.

The slowdown in IPO activity has affected law firms across the region to varying degrees. Those that have a sole focus on capital markets are among the most vulnerable. However, leading law firms in Hong Kong and the mainland reported that their billable hours have not been declining along with the sagging stock index, and the prospects for prosperity remain positive.

According to the same review, IPOs of Chinese companies accounted for 42.2% of the Asian total, or US$7.3bn of the total proceeds raised from 35 issues. China South Locomotive has raised US$1.5bn in its debut in Hong Kong and Shanghai, and its H-share IPO is the third largest in Hong Kong so far this year, after those of China Railway Construction and Want Want China.

Baker & McKenzie and Jiayuan were legal advisors to the issuer. “We didn’t see many securities issues this year, compared to last year and, although Chinese companies will continue to want to raise funds in Hong Kong, the number of ►► 2008 Notable IPOs Date

Issuer

Value (US$m)

6 March 2008

China Railway Constr Corp

$5,706.4

21 January 2008

Reliance Power Ltd

$2,917.9

14 August 2008

China South Locomotive

$1,569.0

5 June 2008

Adaro Energy Tbk PT

$1,323.4

15 March 2008

Want Want China Holdings

$1,047.9

5 January 2008

Vietcombank

$673.0

28 January 2008

Sabeco

$565.8

23 July 2008

Bayan Resources Tbk PT

$526.8

3 July 2008

SJM Holdings Ltd

$493.8

24 July 2008

LG Innotek Co Ltd

$484.4

Source: Thomson-Reuters/Freeman & Co

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ISSUE 5.11

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Update >>

IPOs

Singapore 新交所提出关于“凯利板”(Catalist) 无保荐人公司的过渡措施

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008年2月4日，新交所提出给予“凯利板”无保荐人公司两年期限 向“凯利板”保荐机制过渡。按照规定，“凯利板”的所有上市公司 须于2010年2月5日之前聘任一位长期的保荐人，其主要责任是 对公司的合规事宜提出意见，并审查首次公开募股后公司所有的 对外公告，以保证公众及时获取有关上市公司运营质量的信息，保护股东 利益。然而截至目前，只有少数凯利板上市公司聘任了长期的保荐人。针 对这一情况，新交所于2008年9月1日发布最新新闻稿，公布了一系列过渡 时期的管理措施。具体如下：

deals in the pipeline is smaller than 18 months ago,” said CY Leung, senior partner, securities group, at Bakers in Hong Kong.

Linklaters regional equity capital markets group is also having a relevantly quieter time. However, Beijing partner Paul Chow said the number of IPOs the firm has been involved in has not changed much this year, and only one or two IPOs have been delayed due to market conditions.

In the global market turmoil, Chow holds a positive outlook for IPO activity in the Greater China region. “We are very confident about the pipeline of deals – not only the quantity, but also the quality of the deals that the China market will produce.”

Having seen potential in China’s capital markets, the firm made an investment by relocating Hong Kong partner William Liu, who specialises in advising on debt and equitylinked issues, to Shanghai. ALB

中国引领亚洲IPO发展

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008年前三个季度的数据表明，亚洲地区IPO和上市公司的数量大幅下 挫，股票市场的融资总额骤降。鉴于全球经济的不确定性，诸多公司推 迟上市计划。 Thomson Reuters近期的股权资本市场调查显示，亚洲IPO（不包括A股） 共有160次，融资173亿美元，较之2007年同期，下降58.8％。 IPO增幅放缓对该地区律师事务所的业务造成不同程度的影响。业务集中于资 本市场的律师事务所受影响程度最深。但香港和中国大陆领先的律师事务所报 告显示，尽管股指下跌，其计费小时数并未下降，对市场繁荣保持看好。 最新的统计数字为上述律师事务所的信心提供有力支持。Thomson Reuters的 调查显示，中国公司IPO占亚洲总和的42.2％，35次IPO合计融资73亿美元。 中国南车股份有限公司在香港和上海的首次公开募股融资15亿美元，其 H股IPO是目前为止香港本年度规模位列第三的IPO项目，仅次于中国铁道 建筑总公司和中国旺旺。贝克∙麦坚时和嘉源担任上市公司法律顾问，协助 其获得IPO成功。 贝克∙麦坚时香港办事处证券业务团队高级合伙人CY Leung表示：“较之去 年，今年的证券发行次数不多，尽管中国公司继续希望在香港融资，较之18 个月前，当前的交易数量仍然较少。” 较之去年，年利达的股权资本市场业务团队今年的业务亦相对平静。但北 京办事处合伙人Paul Chow表示，事务所今年参与的IPO数目并无太大变化， 仅有一两项IPO因市场条件而推迟。 在全球市场动荡的背景下，Chow对大中国地区IPO的前景持乐观态度。他 表示：“我们对交易情况有十足信心，不仅在数量方面保持乐观，对中国市场 交易的质量亦是如此。将来的交易会日益复杂，结构更多样化。”

www.legalbusinessonline.com

一、有关过渡计划的季度进程报告

每一个“凯利板”无保荐人上市公司都必须向新交所递交一份有关过渡 计划的季度进程报告。该报告须包含一份公司寻找合适的长期保荐人的 时间表或其他替代计划，如公司正进行反向收购或收购兼并项目，或正进 一步申请在新交所的主板上市等。所有“凯利板”无保荐人上市公司都必须 在2008年11月1日之前向新交所递交第一份季度报告。

二、告知股东和公众

从2009年1月1日起，在每前三个季度后的45天内和每个财政年度后 的60天内，所有“凯利板”无保荐人上市公司都必须通过新交所网站向 股东和公众公布（或更新）其向新交所递交的每一份季度报告中的有 关信息。

三、重大公司行为

自2009年1月1日起，所有“凯利板”无保荐人上市公司都必须聘任一名 长期保荐人，在其监管指导下方可进行重大公司行为（包括向公司股东或 投资公众募集资金，收购或处置重大资产，订立需股东批准的关联交易合 同或安排债务偿还等），并严格遵守“凯利板”规则。 然而，这些过渡措施并不一定能产生快速的回应。因为大多数“凯利 板”无保荐人上市公司的资本市值较低，而聘用一名长期保荐人的费用 却很高，每年一般在新币十万（SGD 100,000）到 新币二十万（SGD 200,000）之间，且此类公司须 在截止日期前顺利聘任长期保荐人，否则将面临 除牌的危险，这对目前尚无保荐人的公司是个严 峻的挑战。 賈文怡 企業融资部法律顧問 Ph: (65) 6322-2230 Fax: (65) 6534-0833 E-mail: joycejia@loopartners.com.sg

賈文怡

吳艷娟 企業事務部法律顧問 Ph: (86) 15901669188 Fax: (65) 6534-0833 E-mail: wuyanjuan@loopartners.com.sg

俊昭法律事務所 88 Amoy Street, Level Three Singapore 069907

吳艷娟

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NEWS | appointments >>

Update >>

Regulatory

►► LATERAL HIRES

Local Initiatives Facilitate Rmb Private Equity Funds

S

ince the promulgation of the Partnership Enterprise Law, which came into effect in June 2007, local Chinese governments have taken important steps to facilitate the establishment of private equity funds pursuant to such Law. As early as November 2007, the Administration of Industry and Commerce (“AIC”) in Tianjin issued the Opinions on Registration of Private Equity Investment Funds and Private Equity Investment Fund Management Enterprises (the “Opinions”) allowing both domestic and foreign investors to establish private equity (“PE”) funds in the form of limited liability company and company limited by shares. Domestic investors can also establish limited partnerships to make PE investments.

Tianjin authorities seem to treat foreign invested enterprises as “domestic” investors in their establishment of PE partnerships.

On August 11, 2008, the Shanghai AIC jointly with the Financial Services Office, and the State and Local Tax Bureaux issued the Circular on Matters with respect to Registration of Equity Investment Enterprises (the “Circular”). The Circular regulates the establishment of “equity investment enterprises” and “equity investment management enterprises”. It explicitly allows equity investment enterprises to be established as limited partnerships and clarifies the income tax treatment of individuals who are general partners or limited partners.

It authorizes these enterprises to have “equity investment” and “equity investment management”, respectively, as their registered business scope, without making their establishment subject to any industry-specific approval or oversight. Unlike existing venture capital regulations, there is no requirement to invest in high tech industries.

The local regulations attempt to address many issues important to the establishment of PE funds, such as timing for the capital contribution and tax treatments of the partners.

For example, the Circular does not specify a time limit for the minimum equity funding of Rmb 100 million be injected. Thus, in accordance with the Partnership Enterprise Law, the partners of a Shanghai PE fund organized as a limited partnership may agree in the partnership agreement the time period and conditions the GP may draw on the commitments of the LPs. On taxation, the Tianjin authorities allow the GPs and LPs the flexibility to choose the local tax bureau at which they will pay income tax on income derived from the PE fund. However, such policy is not necessarily accepted by other localities.

While local authorities, such as Shanghai and Tianjin, encourage domestic investors in onshore private equity funds, it is not the same for foreign investors. Regulations governing partnerships with foreign general or limited partners were drafted in 2007 but have not yet been adopted. Thus foreign investment in PE funds is still limited by regulations of venture capital investments in high tech industries.

By Hans-Günther Herrmann, counsel Paul, Weiss Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central, Hong Kong Email: hherrmann@paulweiss.com Ph: (852) 2846-0331

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Name

Leaving

Going to

Practice

Location

Jack Su

Lovells

JSM

Energy, power and infrastructure

Hong Kong

Martyn Huckerby

Clifford Chance

Mallesons

Competition law

Shanghai

Megan Tang

Shearman & Sterling

Cleary Gottlieb

Corporate

Hong Kong

Michael Liu

Allen & Overy

Latham & Watkins

Corporate

Hong Kong

Kenneth Chan

Allen & Overy

Latham & Watkins

Corporate

Hong Kong

Cathy Yeung

Allen & Overy

Latham & Watkins

Corporate

Hong Kong

Jane Ng

Allen & Overy

Latham & Watkins

Corporate

Hong Kong

Simon Berry

Allen & Overy

Latham & Watkins

Corporate

Hong Kong

Stanley Chow

Allen & Overy

Latham & Watkins

Corporate

Hong Kong

William Woo

Allen & Overy

Latham & Watkins

Corporate

Hong Kong

Allen & Overy

Partner exodus from Allen & Overy Seven corporate partners in Allen & Overy’s Hong Kong office have quit the firm to join Latham & Watkins. The group includes the firm’s two top honchos in its China and Hong Kong group: Asia corporate chief Michael Liu and China group head Kenneth Chan. The other partners are Jane Ng, Simon Berry, Stanley Chow, William Woo and Cathy Yeung.

Michael Liu Liu and Chan pulled in some big-ticket deals for Allen & Overy’s corporate practice – they had a hand in getting the firm to be appointed as the first London-based adviser on the Beijing Olympics in 2002. The firm conducted corporate and finance work for the Beijing Municipal Development and Planning Commission, which advised on the construction of facilities for the recent games.

Liu was also involved in the US$3.5bn initial public offering (IPO) of China Life Insurance. He and Yeung recently advised the Bank of China on its acquisition of a 20% stake in La Compagnie Financiere Edmond de Rothschild, major player in private banking, asset management and advisory services in Europe. The deal was valued at US$342m.

The rash of departures leaves four partners in the Magic Circle firm’s Hong Kong corporate group. The firm looks like it has been busy recently. Before the exodus, it pushed ahead with its Middle East expansion plan, relocating 20 lawyers to the firm’s offices in Dubai, Abu Dhabi and Riyadh.

多位安理合伙人离职

安理律师事务所香港办事处七位合伙人离职，加盟瑞生律师事务所。其中包括安理中 国和香港业务团队的两名高管：亚洲公司事务首席律师刘瑞隆（如图）和中国团队主 管陈端洲。其他合伙人为：吴敏珊、包世民、周镜华、William Woo和Cathy Yeung。 在安理任职期间，刘瑞隆和陈端洲曾为事务所完成多宗重大交易；在两人努力 下，安理于2002年成为首个总部设在伦敦的北京奥运会顾问机构。安理曾帮助北京 市发展计划委员会完成公司和金融方面的工作，为奥运会设施建设提供顾问服务。 刘瑞隆曾参与中国人寿价值达35亿美元的首次公开募股。刘瑞隆和Cathy Yeung 近期曾参与中国银行收购爱德蒙得洛希尔银行20％股权的交易，该银行是欧洲私人 银行、资产管理和顾问服务领域的重量级金融机构。交易价值达3.42亿美元。 大批出走之后，安理香港办事处公司事务业务团队仅剩四位合伙人。安理本月业 务繁忙。合伙人出走前，曾大力推行中东扩张计划，将20位律师分配至事务所在迪 拜、阿布扎比和利雅得的办事处。 Shearman & Sterling

Hans-Günther Herrmann

Latham & Watkins

Cleary Gottlieb

Cleary Gottlieb nabs Shearman’s China expert Cleary Gottlieb has appointed Shearman & Sterling counsel Megan Tang as partner in the firm’s China practice. Tang will be based in the Hong Kong office from midISSUE 5.11

NEWS | appointments >>

November and will advise on China-related corporate transactions, including capital markets and investments, working alongside practice partners Clay Johnson in Hong Kong and Filip Moerman in Beijing. Cleary’s managing partner, Mark Walker, said that the appointment was a perfect fit for the firm’s Asia practice.

“Based in Hong Kong, she has represented issuers and underwriters in a wide variety of US and Hong Kong capital Megan Tang markets transactions involving Chinese issuers. She also has experience working on transactions in India, Singapore, the Philippines, Malaysia and other countries in Asia.”

The China practice has recently advised on the US$169m Tower Semiconductor–Jazz Technologies proposed acquisition, acting for Citigroup Global Markets, and on a win for the Ajinomoto Foods Europe on its Chinese MSG imports anti-dumping ruling.

佳利将谢尔曼中国业务专家招至麾下

佳利律师事务所任命谢尔曼•思特灵顾问律师Megan Tang担任中国业务合伙 人。Tang将于11月中旬赴香港办事处任职，为与中国相关的公司交易提供顾问服 务，包括资本市场和投资，他将与佳利香港办事处合伙人Clay Johnson和北京办事 处合伙人Filip Moerman合作。佳利执行合伙人Mark Walker表示，Tang的加盟契 合事务所亚洲业务的发展步伐： “在香港办事处，Tang可作为美国和香港资本市场各类上市公司和保险公司的代 表，参与与中国上市公司相关的交易。在与印度、新加坡、菲律宾、马来西亚和其它 亚洲国家相关的交易领域，她亦有丰富经验。” 佳利中国业务团队近期曾为塔尔半导体(Tower Semiconductor)与Jazz Technologies 之间价值1.69亿美元的收购提供顾问服务，曾作为Citigroup Global Markets法律代表， 并代表Ajinomoto Foods Europe在中国MSG进口反倾销裁决中获胜。

Clifford Chance

Mallesons

Mallesons snares Clifford Chance’s competition expert Competition lawyer Martyn Huckerby has returned to Mallesons Stephen Jaques, where he was once an associate in the firm’s Sydney office.

Now to be based in Malleson’s Shanghai office as a partner, Huckerby has departed from Clifford Chance where he was mostly active in cases involving China’s recent Anti-Monopoly law, moving between the firm’s London and Shanghai offices.

Martyn Huckerby

万盛觊觎高伟绅的竞争法专家

竞争法律师Martyn Huckerby重回万盛律师事务所任 职，Martyn Huckerby此前曾是万盛悉尼办事处旗下的律师。 Martyn Huckerby现赴万盛上海办事处担任合伙人，在高伟绅期间，Martyn Huckerby曾积极参与多宗中国的反垄断诉讼，往返于高伟绅的伦敦和上海办事处。

Lovells

JSM

Senior consultant to lead JSM’s energy practice in Asia

JSM has expanded its Asian Energy practice with the appointment of Jack Su, senior consultant, who will be based in Hong Kong. He joins a 150-member strong Global Energy Practice Group in the firm.

Jack, who has been in Asia since 1991, has been involved in projects totalling more than US$4bn. He also has extensive experience in the financing of power and water projects, and a track record in the M&A of energy, power and infrastructure Jack Su entities in Asia.

Jack joined JSM from Lovells. Before that, he worked for a number of other large international legal firms. He was also in-house counsel for Vivendi Water (now known as Veolia Environment), one of the world’s leading environmental services providers, where he led the acquisitions and financing team in Asia. Jack also worked for Sithe Asia, Vivendi’s power development subsidiary.

高级顾问律师执掌孖士打亚洲能源业务

孖士打任命高级顾问律师Jack Su负责事务所亚洲能源领域的业务扩张，Jack Su 将主要在香港办公。孖士打全球能源业务团队的规模已达到150名成员。 www.legalbusinessonline.com

arbitration 新加坡仲裁将在中国-东盟全面经济合作中 发挥重要作用

SIAC Will Play Much Active Role under the CAFTA

C

hina and Singapore signed a free trade agreement on 23 Oct 2008 in Beijing to promote mutual trust and increase cross-border transactions in areas, including goods, services and investment. On the same day, the 5th China-ASEAN Free Trade Area Legal Affairs Forum was held in Nanning Guangxi China. The Forum, originally found by the SIAC in 2004, seeks to promote ADR in China and ASEAN region. In recent years, the SIAC has dealt with more than a hundred cases involving Chinese parties, and over two hundreds cases involving ASEAN parties (not including parties from Singapore). The SIAC commits to playing a more active role under the China -ASEAN Free Trade Area (CAFTA).

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008年10月23日，中国和新加坡在北京人民大会堂签署了《中华 人民共和国政府和新加坡共和国政府自由贸易协定》。《协定》 涵盖了货物贸易、服务贸易、人员流动、海关程序等诸多领域， 是一份内容全面的自由贸易协定。 同日，第五届中国-东盟自由贸易区法律事务论坛在中国南宁隆重 举行，来自中国各地（包括香港特别行政区）和东盟各国的政府官 员、法官、律师、企业法律顾问、法律和社会学学者共150余人参加 了大会。 会前， 广西壮族自治区副主席高雄先生与新加坡国际仲裁中心负责 人举行了会谈。高雄副主席说，中国－东盟自由贸易区法律事务论坛是 中国－东盟博览会重要系列活动之一，已成为一个建立与完善自由贸易 区法律制度，探讨法律纠纷解决机制和法律服务协作的平台；本届论坛 标志着中国-东盟自由贸易区、广西北部湾经济区的建设会在国内法和 国际法的双重保护下健康、有序、可持续发展。论坛由新加坡国际仲裁 中心于2004年提议发起，与有关单位共同主办，已历五年。 新加坡国际仲裁中心主簿官闵耐悟先生表示，东盟-中国自由贸易区 为本区域实现大发展、更加繁荣提供了良机，其中东盟-中国自由贸易 区争端解决机制构成自由贸易区的核心部分之一；相对WTO争端解决 谅解书而言，东盟-中国争端解决机制协议更为适用。闵耐悟先生曾任 新加坡贸工部WTO及国际贸易谈判署署长，在圆满完成中国-新加坡自 由贸易协定谈判后，加入新加坡国际仲裁中心。 中国区主任葛黄斌先生表示，新加坡国际仲裁中心愿意继续发挥自 身在国际仲裁界的影响和区位优势，积极与中国和东盟各国的政府、 司法、工商企业界以及法律服务界加强交流，为中国-东盟自由贸易区 的发展作出努力。近年来，新加坡国际仲裁中心已受理涉及中国当事人 的案件百余宗、涉及东盟各国（不含新加坡）当事人案件二百余宗，其 中中国当事人分布于中国三十余市地。

作者：葛黄斌，新加坡国际仲裁中心

By Prof Ge Huangbin, Head of China Desk Singapore International Arbitration Centre Address: City Hall 3 St Andrew’s Road Singapore 178958 Tel: + 65 6334 1277 Fax: +65 6883 0823 Email: gehuangbin@siac.org.sg Website: www.siac.org.sg

Prof Ge Huangbin

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NEWS | appointments >>

Jack自1991年开始在亚洲从事法律服务，参与的项 目合计价值超过40亿美元。在电力和供水项目融资方 面，他拥有丰富经验，在亚洲能源、电力和基础设施企 业的合并与收购方面，亦有不俗业绩。 Jack 离开路伟加盟孖士打。此前，他曾在多个大型 跨国律师事务所任职。他亦是威望迪水务（现名为威 立雅环境）的内部顾问律师，负责亚洲的收购与融资 团队，该公司是全球领先的环境服务提供商。Jack亦 曾在赛德亚洲任职，该公司是威望迪旗下的电力发 展子公司。 AstraZeneca

Sidley Austin

Top GC moves to Sidley Shanghai Sidley Austin has appointed pharmaceutical company AstraZeneca’s former Asia-Pacific legal head, Katherine Wang, to its Shanghai office.

Wang will be counsel in the Shanghai life sciences practice, Katherine Wang focusing on the corporate and commercial aspects of the practice area.

The move brings some familiarity for Wang, who said she has previously worked with the Sidley team during her stint at AstraZeneca.

The firm’s Shanghai office has been busy this year, having recently signed an exclusive alliance with the Shanghai Institute for Food & Drug Safety, allowing the firm a hand in the drafting of new drug and device laws in China.

Profile

Blancpain

“The Chinese government needs to reassure the Chinese public that its standards will improve for safe medicines and medical devices,” said Scott Bass, the firm’s global head of life sciences, at the time of the alliance announcement.

In 2007, Wang was featured in ALB’s In-house 25, which presents Asia’s top in-house counsel, chosen by peer review.

杰出企业总顾问加入盛德上海代表处

国际著名制药公司阿斯利康前亚太法律主管 Katherine Wang近日加盟盛德律师事务所。 Wang 将担任上海代表处生命科学领域的顾问律 师，业务重点为公司事务和实践领域的商业化。 盛德对Wang而言并不陌生，在阿斯利康工作期间， 她曾与盛德业务团队合作。 盛德上海团队今年业务繁忙，近期与上海食品药品 安全研究中心签订独家合作协议，使事务所可参与中 国新药和医疗设备法律的起草工作。 在合作宣布之时，盛德生命科学业务全球主管Scott Bass表示：“中国政府需要向公众保证，将不断提升药 品和医疗设备的安全标准。” 2007年，经过业内人士的推选，Wang曾入围《亚洲法 律杂志》最优秀的25位内部顾问律师。 Baker & Daniels

Reed Smith

Reed Smith adds to Beijing office Reed Smith has strengthened its Beijing office with the addition of corporate & securities expert Zack Dong.

Appointed as counsel in the firm’s China practice, Dong will start in the Chicago office but will transfer to Beijing in the coming months. It is expected that he will work closely with the Hong Kong team.

Zack Dong Chinese native Dong was poached from the Indianapolis office of Baker & Daniels, where, as partner, he advised US companies on acquisitions, divestures, technology licensing and JVs in China. He has also acted for Chinese clients who are establishing in the US. The firm has also been adding to its Silicon Valley office, with the appointment of two IP lawyers announced recently.

Reed Smith 北京团队新增律师

Reed Smith 吸引公司与证券专家Zack Dong加盟，巩 固北京办事处实力。 Dong担任事务所中国业务顾问律师，开始将在芝 加哥办事处任职，随后数月内转赴北京。预计Dong将 与香港业务团队密切合作。 Dong来自中国，此前曾在贝克•丹尼尔斯律师事务 所印第安纳波利斯办事处任职，作为合伙人，他在收 购、剥夺、技术授权和合资方面为从事中国业务的美 国公司提供顾问服务。他亦曾作为法律代表，协助在 美国开展业务的中国客户。 Reed Smith昨日宣布，硅谷办事处将新增两位知识 产权律师。

The Carrousel Volant by Blancpain

The first modern wristwatch to be displayed in the Forbidden City

The Palace Museum in the legendary Forbidden City is an iconic place of art and of international culture, housing the world’s largest and richest collection of national treasures. Blancpain, the world’s oldest watch brand, has been chosen to represent the art of contemporary watchmaking in the Palace Museum and is first and only manufacturer to display a modern wristwatch there. In recognition of this honour, Blancpain has developed and crafted a one-of-a-kind version of its Carrousel Volant Une Minute. This timepiece has just been unveiled in an official donation ceremony held at the Palace Museum.

The Forbidden City and the Palace Museum

L 26 26

ying at the heart of China’s capital city, Beijing, the 720,000 squaremetre Forbidden City is considered the largest and most splendid palace in the world. The Watch and Clock Hall houses one of the largest collections of mechanical timepieces, comprising over 1,000 models from the 18th and

19th centuries – but no modern wristwatch up until now. A worthy ambassador of the art of watchmaking, Blancpain has been entrusted with the immense privilege of exhibiting the first and only modern wristwatch there.

One-of-a-kind Carrousel Volant Une Minute As a tribute to this inestimable distinction and as an emissary of Swiss watchmaking in the Watch and Clock Hall of the Palace Museum, Blancpain has created a one-ofa-kind version of its remarkable ‘karussel’ watch, christened the Blancpain Qiankun Carrousel. Its half-open worked opaline dial

depicts the Yin and Yang symbol and reveals the noble, restrained architecture of the watch’s entirely hand-decorated movement.

The back of the 43.5 mm in diameter case is inscribed with the words ‘The Palace Museum’ and ‘Pièce Unique’. Through the sapphire crystal, one may admire the oscillating weight specially designed for this model and bearing the inscriptions ‘1735’, and the names ‘Qianlong’ and ‘Blancpain’.

These inscriptions commemorate a striking coincidence between the history of Blancpain and that of the Forbidden City.

1735, the year Blancpain was founded, also witnessed the coronation of the Chinese emperor Qianlong.

ISSUE 5.11

NEWS >>

www.legalbusinessonline.com

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special report | Tianjin 08 >>

TianJin 08: Land of promises “T

o develop and open up Tianjin’s Binhai New Area is part of China’s overall national development strategy, and Tianjin will become a new growth point in China,” said premier Wen Jiabao at the opening ceremony of the Summer Davos in Tianjin this September.

Witnessed live by more than 1,400 participants from nearly 90 regions

and countries, Wen’s speech was a strong indication that Tianjin will be well prepared to become the growth engine for northeast regions, and has strengthened expectations that Tianjin’s Binhai will match the economic miracle achieved by Shanghai’s Pudong and the Pearl River Delta’s Shenzhen.

Held against a background of global financial crisis and with the theme

of “the next wave of growth”, the Summer Davos, the second largest backbone conference for the World Economic Forum, has given the host city’s international standing a boost.

During the two-day international event, Tianjin made an impression as a promising city amid the current economic turbulence.

Although the rise of Tianjin started around 2000, the city only began to

legal development

TIANJIN LEGAL MARKET – ALL SYSTEMS GO • May – Tianjin Hongde (弘德) converted to Grandall Legal Group (Tianjin) office • July – A delegation from Tianjin Lawyers Association visited Hong Kong Bar Association and signed the co-operative agreement with Hong Kong Bar Association

economic development

2006

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• June – Airbus chose Tianjin to be the site of an A320 assembly line • September – Binhai New Area was appointed as a pilot base for important financial reform and innovation • December – The RMB20bn Bohai Industrial Investment Fund, China’s first western-style private equity fund, was established

• March – Tianjin Winners (金诺) was admitted to the membership of Lawyers Associated Worldwide (LAW) • May – King & Wood (金杜) and Beijing Zhong Zhou (中洲)opened Tianjin office • July – Zhonglun W&D (中伦文德) set up an office in Tianjin • August – Dacheng (大成) established Tianjin office

2007 • April – Tianjin port expected to handle 300 million tons of cargo and 10 million TEU of containers by 2010 • August – The first pilot program allowing individuals to invest in overseas share markets was launched in Tianjin Binhai New Area

ISSUE 5.11

special report | Tianjin 08 >>

legal development

attract worldwide attention in 2006, when the Tianjin Binhai New Area development was endorsed by the central government as part of the country’s 11th five-year plan.

The central government has stated its goal as being the transformation of Tianjin Binhai into a base for hi-tech manufacturing and R&D, a modern international logistics hub and a place of experimentation for

• September – Tianjin Join & High (四方君汇) and eight leading domestic firms formed Sino-Global Legal Alliance with Lovells • October – Gaopeng & Partners ( 高朋) opened an office in Tianjin

economic development

2007 • November – China and Singapore signed a framework agreement to develop an eco-city project in Tianjin • December – The first Global Outsourcing Summit was held in Tianjin

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comprehensive reforms. The city has been given various support measures and granted some preferential policies with respect to finance, taxation and land acquisitions.

Investors and entrepreneurs who missed out on previous opportunities to cash in on the country’s fast economic development – such as the development of the Shenzhen Special Economic Zone in the late 1970s and Shanghai’s

Pudong in the 1990s – have been attracted to this booming port city, the site of a new wave of development and opportunities.

“Tianjin’s unique location [30 minutes by express train from Beijing], ports, rich natural resources and the encouraging attitude of the local and central governments give foreign investors quite a lot of comfort about entering the Tianjin market,” says Barbara Mok,

• June: CIETAC unveiled its Tianjin International Economic and Financial Arbitration Center in TEDA • October – US firm Chang & Coté set up a representative office in Tianjin, the first presence of a foreign firm in the city

2008 • March – the State Council approved Tianjin’s application to launch China’s first over-the-counter (OTC) equity market for non-listed firms.

• July – Tianjin Climate Exchange was unveiled in the Binhai New Area • September – the 2nd Summer Davos forum was held in Tianjin

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special report | Tianjin 08 >>

partner-in-charge of Jones Day’s Hong Kong office.

“For foreign investors who’ve never been in the Chinese market, Tianjin would be a perfect place to start their China adventure,” she continues.

The increasing influx of investment by international and domestic companies has marked Tianjin as a future centre of legal sector activity and provider of new sources of revenue growth. Firms expect demand for highend legal services, ranging from M&A and capital markets to project finance, to increasingly strengthen.

To seize the new opportunities appearing on the horizon and to assist clients in understanding Tianjin’s investment environment, Jones Day and Beijing-based Run Ming Law Office jointly organised a seminar in Hong Kong. Three officials of Tianjin Commission of Commerce were invited to speak on important issues and policies regarding investing in the Tianjin Binhai New Area, providing Hong Kong-based companies an opportunity to consult with local regulators directly.

“Tianjin has put in place an extraordinary blueprint for greater wealth and prosperity in the region, which will create opportunities that investors can capitalise on,” says Wang Yadong, executive partner of Run Ming. “Law firms and other professional service providers will be greatly needed to serve the 30

economically fast-growing and dynamic region,” he adds.

Tianjin’s disadvantage of being traditionally much less developed than Beijing and Shanghai has now been translated into a significantly greater potential for growth.

New market for Beijing firms

There are more than 11,000 foreign companies in Tianjin, with total investment exceeding US$20bn. Many leading multinational companies – IBM, AT&T, Texaco, General Motors and Motorola are just some – have a presence there. Construction of industrial and technology parks, complex logistic centres, “grade A” office buildings, petrochemical plants and infrastructure projects can be seen anywhere from the urban area of Tianjin to the coast along Bohai Bay. Recent landmark investment in the region include Sinopec’s one-millionton ethylene refining and chemical integration project, the Beijing–Tianjin intercity high-speed railway project, and the Airbus A320 final assembly line.

But Tianjin’s market for corporate legal services, like those of most emerging cities, is still largely untapped. Currently, transactional legal services in large, cross-border deals and projects are mostly provided by firms in Beijing.

The past two years have seen a number of established Beijing players expanding into Tianjin, including Dacheng, Deheng, Gaopeng, Grandall, King & Wood, and Zhonglun W&D. “The establishment of our Tianjin office affirms our strong belief in Tianjin’s growth potential. But the decision to open a Tianjin office was actually driven by client needs,” says Hua Lei, partner-in-charge at King & Wood’s Tianjin office.

“An increasing number of clients require a ‘day-in, day-out’ presence and dedicated resources on the ground in Tianjin.”

Before King & Wood opened its office in Tianjin in May 2007, the firm had been actively involved in projects and transactions in Tianjin, such as the incorporation of and introduction of strategic investors to Bohai Bank and the introduction of foreign strategic investors to Tianjin Bank.

Hua Lei is now working with 10 other lawyers in the office, assisting clients to best utilise the preferential policies in Tianjin for their business strategy. In the first year of its practice, the Tianjin office has reported solid results in M&A, private equity and capital markets. Deal highlights include advising on the incorporation of Bohai Industrial Investment Fund and Tianjin Zhongxin Pharmaceutical Group’s IPO in Singapore.

“It seems there is not much competition in the high-end market and the region has a high density of activity, but quality work is not exactly easy to come by,” says Hua. “It will be a long time before the breadth and depth of the market can match the current market status in Beijing and Shanghai.”

“An increasing number of clients require a ‘day-in, day-out’ presence and dedicated resources on the ground in Tianjin” Hua Lei, King & Wood ISSUE 5.11

special report | Tianjin 08 >>

Due to Beijing’s proximity to Tianjin and a convenient intercity transportation system, many Beijing firms represent Tianjin clients and advise on Tianjin deals from there.

“Tianjin is too close to Beijing and most of the decision-makers of multinational companies are based in Beijing. It isn’t necessary to have a full-function branch office there,” says Wang. “But when the volume of work coming from Tianjin reaches a certain level, a liaison office will be critical to deliver quality services to meet our clients’ needs and explore other opportunities for growth in the region.”

Run Ming’s Beijing partners have advised a number of foreign companies on both contentious and non-contentious issues in Tianjin, and are currently looking to set up a small presence there.

Facing the increasing amount of competition from Beijing firms, most local firms are thinking proactively.

“The arrival of Beijing firms has raised the bar for the local profession.

“Tianjin has put in place an extraordinary blueprint for greater wealth and prosperity in the region…

Law firms and other professional service providers will be much needed to serve the economically fastgrowing and dynamic region” Wang Yadong, Run Ming With more Beijing firms entering Tianjin, the standard of legal work will soar and the billing rate will increase,” says Li Haibo, managing partner of local firm Winners.

Local firms to reap the benefits

The interest of national firms in expanding into Tianjin is no secret, but no Tianjin-based firm plans to set up shop elsewhere. In fact, given Tianjin is one of the country four main cities, its local legal industry is underdeveloped.

According to the latest statistics, there are 2,200 lawyers (in 220 firms)

in Tianjin, compared to the 9,000 lawyers in Shanghai and 16,000 in Beijing. Total revenue of Tianjin firms so far this year is less than one-tenth of the amount Beijing firms made in the same period.

“The development of Tianjin’s legal profession is consistent with the development of Tianjin’s economy,” says Li Haibo, who also serves as the vice chair of Tianjin Bar Association.

“Since 2005, Tianjin has experienced unprecedented changes and attracted an increasing amount of foreign investment. Local firms also started

China private equity’s new features

A

t a time when the Chinese economy is accelerating its pace to gear to the international conventions with an irreversible momentum, the stock market falls, gasoline prices rise, the Chinese currency appreciates, new Labor Law is introduced and sub-prime debt crises occur in the USA. All this has affected the Chinese economy and spread to the start-up investment and private equity industry.

In 2008 confronted with great uncertainty in economy, the key period of new-round integration with the world, adjustment rules and investment strategy emerge as the times require. How to select investment phases— more investment in the growth period and later period, how to deduct the status of weakened attention to early investment; how to select investment area—under the conditions of diversified areas, what considerations an investor will give about investment areas in addition to the strategy; how to select an investment industry—under the conditions of diversified industries, what is the investor’s strategy about the industry selection and whether there is any change in and adjustment

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to the direction?

Recently, Chinese regulators’ attitude toward foreign financial buyers has evolved from a welcoming attitude to one of cautiousness.

Beijing is increasingly cautious about turning over control of assets to foreigners. Therefore, local private-equity funds, with few ownership restrictions, strong government support and less regulatory oversight. The rapid transformation of the PE market in China, from one that is dominated by foreign PE firms to a market in which the domestic RMB denominated funds play a major role, reflects the maturation of the Chinese PE market.

For example, Tianjin has been in the spotlight since March 2006 when the State Council, China’s central government, approved a plan to locate the country’s third financial center in Tianjin’s Binhai New Area.

The emergence of a new generation of top notch Chinese PE professionals, available local liquidity, superior access to transactions and fewer regulatory hurdles provides these firms with a competitive advantage and good prospects for investment returns.

The stock price in the capital market has

Profile

Zhonglun W&D

dropped and remained at a low level, but the assessed value is still kept high. The investment advantage of the RMB fund becomes apparent with each passing day, but it is hard to be dominant at present. The Chinese start-up investment will gradually enter into a new period of joint guide by both Chinese and foreign funds.

In the circumstances of tight money supply and economic fluctuation, heavy investment by startup investment and private equity will become a unique feature of the capital market and its contribution to the Chinese economy in the unsteady period must be seen.

Mr. Wen Zhisheng, senior partner, Tianjin office Contact details: Zhonglun W&D Law Firm 19/F Golden Tower, No.1 Xibahe South Road, Chaoyang District, Beijing, 100028, P.R.C Tel:86-10-6440 2232 Fax:86-10-6440 2915/6440 2925 Website: www.zhonglunwende.com Key areas of practice: Corporate and securities, Finance and trust, Structural financing, Real Estate, International investment, etc.

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special report | Tianjin 08 >>

adopting modern legal practices and modern management measures then.”

As Tianjin has such a short history of commercial and business law firms, it is very hard to identify market leaders with sizable shares of the market. However, it is fair to point out that there are a number of noticeably strong local firms standing out from the crowd.

“The economic changes have driven a few local firms to realign their services to more accurately meet the needs of clients and reposition themselves in the value chain. The rest of firms in the market will evolve gradually in line with the economy,” Li says.

Winners is one of the pioneers in Tianjin’s legal sector. It spent the past three years reforming its practices and management structures, adopting new strategy, and upgrading lawyers’ skills and knowledge. It has overcome many obstacles and is striving to close the gap between itself and its Beijing peers.

Now a full-service firm of 40 lawyers, including 11 partners, it has a focus

北 京

BEIJING

上 海

SHANGHAI

深 圳

SHENZHEN

杭 州

HANGZHOU

广 州

GUANGZHOU

昆 明

KUNMING

天 津

TIANJIN

成 都

CHENGDU

香 港

HONG KONG

on areas of M&A, FDI, private equity, banking and finance, real estate and IP. The firm also joined the membership of Lawyers Associated Worldwide in 2007 to support its goal of providing its clients with comprehensive, international, multidisciplinary legal services and to increase its competitive strengths in the market.

Similarly to Winners, many Tianjin firms may be at a disadvantage when competing with Beijing and Shanghai firms in some staple practice areas,

for example, securities, overseas listings and IP, but are neck to neck with their rivals in areas that Tianjin is piloting reform and experimentation, such as private equity funds and carbon trading.

Tianjin’s local legal fraternity has good reason to believe the outlook is promising. Tianjin has the least saturated legal market of the major regional commercial centres. In the course of its development, legal services demand will outstrip supply. ALB

“Since 2005, Tianjin has experienced unprecedented changes and attracted an increasing amount of foreign investment.

Local firms also started adopting modern legal practices and modern management measures at that time” Li Haibo, Winners

Following Guangdong Shenzhen and Shanghai Pudong, Tianjin Binhai New Area hopefully will become the “Third Growth Pole” of Chinese economy. Grandall Legal Group (“Grandall”) has been closely following the pace of the development of Chinese economy since its establishment. In consideration of the governmental strategy regarding development of Tianjin, Grandall Legal Group (Tianjin) (“Grandall Tianjin”) was established in 2006, and has become one of the largest law offices in Tianjin. Working closely with professionals in the other offices of Grandall, the lawyers’ expertise of Grandall Tianjin covers securities and capital market, infrastructure and real estate, corporate affairs and commerce, banking and finance, international investment, maritime law, intellectual property and so on. ࣙߖ‫ڄ‬ශᑉࠞජߴಏ‫ڄ‬ቇࡄLj໙ढ़Ӹߴဧഏᅏཆֈནቩ߭ॶ࣐‫ؿ‬Đٕ൲ᇓգࢸđă߭ࠗଊ෗ࢼ༐ෳྚຈ Đ ) ߭ࠗđ* ዋ2::9௧ֈઅჵਹLj෭ቮय़‫ޏ‬ቩ߭ॶ࣐ۙᇴ‫ॅؿ‬టLjโᄥ໙ढ़ۙᇴ‫ࣟ߭ؿ‬ᇸକLj3117௧Ljᅙ໙ढ़රઅમ߭ࠗଊ ෗ࢼ༐DŽ໙ढ़Džෳྚຈă஼ೇ߭ࠗଊ෗ࢼ༐DŽ໙ढ़Džෳྚຈჲॶֈན໙ढ़กዥনߙ஠‫ؿ‬ଊ෗ෳྚຈቇნLjᆷᅪ߭ࠗ ಝຊґ‫ޞ‬ฃ‫୻ؿ‬೧ిࠠ࿉Ljზྚ߾‫ݜ‬ሽതᅪ዁ӁกՠĂࢨ‫־‬රේᅪ۶ٓ՛Ă‫ํޞ‬ᅪඟზĂᄙဵᅪज़൏Ă߭ࣗ༁ ዁Ăߴෳߴඟࢽቃ෧՛ഝ‫ڹك‬۴அă

For more information, visit 更多信息請登陸國浩網站

http://www.grandall.com.cn 32

ISSUE 5.11

Firm Profile

News | deals >>

Winners Law Firm

Specializing in private equity, banking and foreign direct investment

LI Haibo Peking University

HAN Liang China University of Politics and Law

Tianjin’s Star Rises After standing in the shadow of Beijing for decades, Tianjin has been getting comfortable with the limelight and media headlines, since Tianjin BinHai New Area was designated by the State Council (China Cabinet) in 2006 to be the Comprehensive Reform Zone for financial innovation and administrative reform.

Tianjin has been rolling out various ambitious initiatives and plans ever since and has set its sights on becoming the third economic powerhouse in the country after Shenzhen and Shanghai.

The examples are numerous: • Tianjin has successfully hosted for two consecutive years China’s International Private Equity Forum, an annual event drawing investors and entrepreneurs from all over the globe.

• In September 2008, the World Economic Forum, a strategic gathering of influential and rising leaders poised to shape global issues in various fields, was held in Tianjin.

• Bohai Bank, the first bank in China to gain a national licence in nearly a decade, started operations in 2006 and is headquartered in Tianjin.

• Tianjin is now home to Airbus’ A320 final assembly line – a project valued at between CNY10–12 billion - and Airbus’ first foray outside Europe.

• Construction of a 30-sq km “Eco-city”, the flagship development of a SinoSingaporean cooperation project, which will adhere to international standards of eco-conservation, energy efficiency and environmental protection, has begun.

• The establishment of the CNY20 billion www.legalbusinessonline.com

GUO Weifeng Nankai University

BAI Xianyue Oxford University

Bohai Industrial Investment Fund, which is the first of its kind in China, capable of making equity investments in burgeoning businesses with highgrowth potential.

• In advance of the Olympic Games, a state-of-the-art, high-speed train service began running between Beijing and Tianjin, reducing the journey to only half an hour, making it the world’s fastest commercial railway line.

• In September, the Tianjin Climate Exchange was officially launched. The exchange is a pilot program aimed at addressing China’s environmental crisis using market-based mechanism and is modeled on the Chicago Climate Exchange.

• Tianjin is now the de facto investment fund centre of China, with more than 100 funds registered here.

• Tianjin plans to set up a national overthe-counter(OTC) market that will allow institutional and retail investors to trade unlisted securities of public companies.

• Tianjin is exploring the establishment of China’s first off-shore financial center at the Dongjiang Bonded Zone.

• CIETAC opened a Finance Arbitration Center in Tianjin in May 2008. And the list goes on.

While we marvel at the breakneck pace of development, legal practitioners wonder what might trickle down to them from the flurry of activity. Legal service providers are pitching for significant and challenging mandates from their clients in a dynamic and evolving market. In this exciting legal landscape, no firm is better positioned than WINNERS LAW FIRM to take advantage of the vast opportunities

NIU Tongxu Nankai University

XU Yanzhao University College London

presented by Tianjin’s growth.

WINNERS stands out among competitors for its unrivalled track record in private equity, finance and banking, with a client base including many domestic as well as foreign banks, investment funds and insurance companies that share the view that Tianjin will be one of the major future financial centres in China. WINNERS has been honored to be selected as legal counsel to more than 30 high-profile private equity and venture capital funds, Our other clients include Toyota, Sun Life Everbright, Samsung, Caterpillar, Tianjin FAW Automobile Ltd., China National Development Bank, Standard Chartered, DBS Bank, BEA Bank, OCBC Bank, among others.

WINNERS, in collaboration with the prestigious NanKai University, has set up the Capital Market Research Center in its BinHai office, which is dedicated to research into financial services and capital markets. WINNERS, working closely with the Municipal Government, has been actively involved in various financial innovation programs commissioned by the government, such as the Tianjin Climate Exchange, the new OTC Market, offshore banking.

WINNERS has joined the Lawyers Associated Worldwide (LAW), a professional association of fine law firms across more than 100 jurisdictions which enables it to better serve its clients.

As Tianjin’s star rises, WINNERS is the firm that will shine.

Contact Details: Tel: 86-22-23133590 Fax: 86-22 23133597 Website: www.winlawfirm.com

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FEATURE | patent law >>

Patent Law:

The lock and key of protecting inventions Patent law is undergoing a major overhaul as authorities finalise the new amendments to the 23-year-old legislation. New, unexpected initiatives include doubling penalties for patent infringement, the preservation of evidence for infringement cases and higher thresholds for filing patents. Overall, IP lawyers believe the changes are positive. ALB China finds out why

F

rom ink cartridges to toilet bowls, from shape of a pill to the packaging of baby food products, patent law is that thin veil that separates one invention from another, just as a trademark distinguishes brand X from brand Y. Often invisible until infringement is detected, the registration of patents is the first step in protecting intellectual property.

Big picture benefits

The recent amendments to the country’s patent law by the State Intellectual Property Office (SIPO) to further align the country’s legal practice to international norms will have a significant impact on both local and international intellectual property lawyers. Taking the long view – from the government’s point of view – the amendments to the law will do two things.

First, it will protect domestic inventions and the rights of design holders. With China having one-fifth 34

of the world’s population and hosting a plethora of manufacturing bases operated by foreign enterprises, a solid legislation and judicial system is crucial to provide a legal shield for local inventors and their inventions.

Secondly, it will help build faith in the legal system and so encourage foreign investments. Fortifying the law is an important aspect of economic development at a time when the country is moving up the manufacturing value chain.

Li Dongsheng, deputy director of the SAIC, has stressed in his various public speeches that the protection of intellectual property rights is necessary to attract foreign investments, encourage innovation, develop self-owned brands and increase the domestic industry’s competitive power.

“Historically, the problem here has been the enforcement of IP rights.

Five years ago, we might have advised foreign companies to keep their IP crown jewels offshore as key protection ISSUE 5.11

FEATURE | patent law >>

►►Big year for patent applications and grants 2007 was “Intellectual Property Rights (IPR) Culture Year”, in which IPR work had been further advanced by economic and social development as the country ramped up almost every aspect of its social, economic and legal infrastructure to host the 2008 Olympic Games. In the State Intellectual Property Office’s (SIPO) white paper, the statistics show the evidence of how the area of IP is assuming heavier significance in the country.

In 2007, a total of 694,153 patent applications were accepted by the SIPO, with an increase of 21.1% over 573,178 of the previous year. Also in 2007, 5,401 international patent applications were accepted by the SIPO. In the whole of 2007, 351,782 patents were granted by the SIPO, an increase of 31.3% over 268,002 of the previous year. Of the granted patents, 301,632 were from domestic applicants, an increase of 34.7% over 223,860 of the previous year, and 50,150 were from foreign applicants, an increase of 13.6% over 44,142 of the previous year.

►► Total cumulative number of patent applications since 1985 The number of patent applications accepted by the SIPO exceeded four million in December 2007, and revealed a record rate at which patents were being filed – it took only 18 months for the numbers to jump from three million to four million patent applications. Previously, patent applications had hit one million after 15 years and two million after a subsequent two years.

By the end of 2007, 4,028,520 patent applications had been accepted by the SIPO. Of these applications, 3,314,591 (82.3%) were from domestic applicants and 713,929 (17.7%) were from foreign applicants.

By then, SIPO had granted 2,089,286 patents. Of these, 1,790,379 were from domestic applicants and 298,907 from foreign applicants, accounting for 85.7% and 14.3% respectively of the total granted patents. From 2001 to April 2008, the SIPO had processed 9,571 cases of patent disputes and investigated 11,639 cases of patent infringement.

►►Domestic invention patent applications Domestic invention patent applications comprised the major portion of the total invention patent applications, and the increased rate of domestic applications was much higher than that of foreign applications. Domestic applications accounted for 62.4% of the total invention patent applications while the foreign applications accounted for 37.6%.

Source: www.sipo.gov.cn

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agencies could not ensure security of IP,” says Susan Munro, counsel with O’Melveny & Myers in Shanghai.

“For example, software plants that intend to invest in wholly owned enterprises always have to check if their IP is amenable to protection and can be controlled offshore.”

From the point of view of legal practitioners, the amendments are likely to have a positive effect on their practice, especially in the area of patent litigation.

Munro notes that such Susan Munro, moves send a strong O’Melveny & Myers signal to the business community as to the utility of protecting IP. “We are seeing more help from the government and this is extremely important to the country’s economic development,” Munro says. “The low cost in manufacturing has attracted many foreign enterprises. Given the tax breaks allowed for research and development, the environment here is conducive for developing more complex IP. The crux of the issue is in protecting it.”

Making a macro difference

The first significant amendment involves the adoption of “absolute novelty”, which means that patent examiners are required to consider public use evidence found both inside and outside China when processing patent applications.

“This will raise the standard of filing patents. This means that patents filed in other countries cannot be used in China and it will reduce ‘garbage patents’. It is more likely to affect local companies than foreign ones as most foreign firms’ products were not previously used in other countries,” says Li Rong, a patent litigation partner with Lifang & Partners.

Another important change is the proposed removal of the statutory requirement for all Chinese individuals and entitles them to first file

“Historically, the problem here has been the enforcement of IP rights. Five years ago, we might have advised foreign companies to keep their IP crown jewels offshore as key protection agencies could not ensure security of IP” Susan Munro, O’Melveny & Myers

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FEATURE | patent law >>

“The clear detail in which preservation of evidence can be secured and the selling of patent-infringed products prohibited … will encourage both domestic and foreign enterprises to seek legal counsel and take the case to court” Li Rong, Lifang & Partners

36

applications in China for inventions made in China. Previously, inventions that were made in China were to be filed in China first.

The revision would allow Chinese individuals and entities to file their patents for the first time in countries other than China. This means that, under the draft amendments, applicants could apply for foreign patents even before they obtain Chinese patents.

However, applicants must undergo thorough checks by patent authorities for the sake of state security. The checks are to prevent leaks to some foreigners or by foreign-owned research labs in China that apply for patents to an entity outside the country Li Rong, and thus circumvent Lifang & Partners the foreign filing requirement of current patent law.

The current restriction is embedded in Article 20 of the Patent Law, which applies to “any Chinese entity or individual” who intends to file an application in a foreign country.

James Cleeve, an IP partner in Marks & Clerk (incorporating Lloyd Wise), explains that the difficulty with this is that any assignment, by a Chinese entity or individual, of the right to apply for a patent or of the patent right to a foreigner must be approved by the relevant State Council department for national security reasons.

“My understanding is that some firms get round this requirement by pre-assigning any invention, before it is made, so that at the time of invention it already belongs to the foreign entity.

Hence, it’s never the property of the Chinese entity to assign, or to file, in China or elsewhere,” says Cleeve.

“I think it’s pretty clear that the intent of the current law is already for inventions that are made in China to be filed in China first. Hence, I simply see the changes that are being proposed for this aspect merely to be a tightening up of the existing law and closing loopholes. Indeed, one might say there is a slight relaxation of the law in that at least now we will be able

to obtain a foreign filing licence to file first abroad, which is not currently available,” he says.

The third amendment is that patent litigants can apply to the court for pre-litigation preservation of evidence against alleged patent infringers, to stop them from destroying evidence and to prevent the offer of sales or actual sales of products which are said to be infringed.

In addition, the penalty for IP infringement has been raised to between 300% and 400% of the illicit profits. Damages will also be made heavier. The draft amendments include a definitive statute that the People’s Court can order the infringer to pay 10,000–1,000,000 yuan (US$14,600– 146,000) in compensation when the damage cannot specifically identified.

The fine was previously 5,000–500,000 yuan (US$7,300–73,000).

Taken together, the amendments bode well for IP lawyers, who are also looking forward to clearer and more detailed legislation.

“For us, this means that patent right-holders will be more willing to file litigation against infringers,” says Li. “The clear detail in which preservation of evidence can be secured and the selling of patent-infringing products prohibited, as well as the higher compensation that may be gained from litigating, will encourage both domestic and foreign enterprises to seek legal counsel and take the case to court.

This will also help us greatly in our development of our practice.”

However, Cleeve is sceptical that higher damages will translate into a hike in patent litigation. “While these are certainly welcome, anyone going to court in China is still going to be out of pocket, even if he wins. Realistically, one sues here for the injunction, not the money.”

Local versus international firms

The new amendments may foster closer cooperation between local and international firms that have IP practices here.

“We are beginning to see more and more cases involving two foreign firms, or between one foreign firm and a joint-venture firm,” says Li, who was a judge in the Beijing High Court ISSUE 5.11

FEATURE | patent law >>

before joining Lifang & Partners. “This means that there is more confidence in the local courts, and also more cooperation between international and local firms.”

She says that, previously, foreign companies which have been doing business in the country for many years were disinclined to file patent infringement suits because they did not have confidence in the legal system.

Foreign law firms are presently not licensed to practise local law and have to “partner” local firms for inbound or local cases.

“There is long history of cooperation between local and international firms, and the processes involved in the work are distinct. I see more cooperation than competition,” says Spring Chang, head of the intellectual property department of Chang Tsi & Partners.

However, a totally different trend could emerge. “I think we will also see more local companies setting up in-house

patent departments or expanding their in-house departments, as they no longer need to go through a designated patent agency firm to file abroad,” says Cleeve.

Spring Chang, A higher number of Chang Tsi patent applications and & Partners grants may translate into a higher volume of work for IP lawyers, but it is the quality of the work that will ultimately yield any kind of value for lawyers, given the current amendments in the legislation.

“There are firms that only do patent filing, but not litigation. The quality of work is going to be in litigation as the law is refined. Patent filing is one component of patent law practice. Having a strong base in patent litigation is more important because the knowledge and understanding of the case would ensure proper filing,” says Li.

“There is long history of cooperation between local and international firms, and the processes involved in the work are distinct. I see more cooperation than competition” Spring Chang, Chang Tsi & Partners

Protecting your patent rights effectively in China

C

hina has been making progress in the development of its patent system and has approached international standards. In order to protect one’s rights as a patentee one must still pay attention to a combination of Chinese law and the situation in China.

1. Quality of Patent Applications Patent application documents (patent documents) contain the technical solution of an invention. The quality of the drafting of these patent documents determines whether the invention will be protected by the patent. In China, it is not difficult to have a patent application granted, but the patent will not offer adequate protection if there are problems in the patent documents. The standard of the drafting of domestic patent documents remains at a low level, and poor drafting is often discovered only after a dispute arises, at which point it is too late.

In recent years, many patentees in a dispute, when analysing their patent to determine its www.legalbusinessonline.com

protection scope, have discovered that the invention was not appropriately described in the patent documents, meaning that the granted patent cannot protect the patentee’s invention as intended. Therefore, patentees must pay attention to the quality of the drafting of their patent documents, so that their rights can be protected by the patent. This extends to translations of foreign documents.

All foreign patent documents must be translated into Chinese. Poor translations result in poorly drafted documents, which can lead to patentees being left without the protection they thought they had.

2. Methods of Protecting Patent Rights Patentees in a dispute can protect their patent rights through both judicial and administrative avenues. When a patent dispute arises, a party can initiate a civil lawsuit in a court, or apply to the local patent administrative authority for settlement of the dispute. The patent administrative authority

Firm Profile

Lifang & Partners

can only determine whether or not there has been an infringement. It is worth noting that an administrative authority can not award damages, but can mediate among the parties for damages. If any party is not satisfied with the result of an authority’s decision, it may file an administrative litigation with a court.

When a patentee initiates civil litigation, the opposing party often initiates an invalidation application with the Patent Reexamination Board (PRB) of the State Intellectual Property Office. The PRB’s invalidation decision is appealable to the court .

Contact Lin Li, Partner, Lifang & Partners Email: lilin@lifanglaw.com

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FEATURE | patent law >>

Adjusting the machine

In regard to the various laws in the country, the government is working on bringing the provisions in line with international practice.

In allowing room for fine-tuning, it has adopted a consultative but conservative approach in making the recent amendments, which will be passed – probably in 2009 – after three readings at the National People’s Congress.

The protection of intellectual property rights will definitely gain much attention in its enforcement as the country continues to cultivate its human capital of engineers, scientists and artists.

Going by sheer probability, the chances of producing genuinely novel inventions and designs are high, given that, as noted at the beginning of the article, the country compromises onefifth of the world’s population.

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“There are firms that only do patent filing, but not litigation. The quality of work is going to be in litigation as the law is refined. Patent filing is one component of patent law practice. Having a strong base in patent litigation is more important because the knowledge and understanding of the case would ensure proper filing” Li Rong, Lifang & Partners Compared to other countries, China may have taken longer to add “modern” accomplishments to its historical role as an innovator, eg, printing and gunpowder, and the improvements to its legal structure may not be at a speed desired by international players.

A large entity moves more slowly – but leaves a bigger and deeper footprint. ALB

ISSUE 5.11

FEATURE | international firms >>

W

hile most of us know that a flotilla of international firms rode into China last year on a wave of optimism and a strong economy, some underestimate the magnitude of the investment they have made.

Indeed, since that first brave handful of foreign companies entered the market there in the late 1980s, establishing a mainland office has almost become a rite of passage.

Focus

Here for the long haul It’s not easy being global. ALB China talks to some international firms about the hardships – and rewards – of setting up shop in Mainland China

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David Olsson, partner at Mallesons Stephen Jaques in Beijing, says that each international firm brings a different strategy to its China operations. “There are specialist firms such as IP and infrastructure firms, and then you might find Australian and UK firms doing broader corporate work, while US firms are often focused on capital flows and US IPOs. Every one is different, but those are the broad trends.”

Lin Song, partner and co-head of KhattarWong’s David Olsson, international China Mallesons practice group, says that the size of the firm often dictates the most appropriate way for it to enter the market. “For wellestablished firms with an existing China practice, it is easy to enter China as an independent firm, while for boutique or mid-size firms, it is easier to start with an alliance,” says Song. “They can then cooperate with local Chinese law firms to refer work and share clients. Active participation in business trips, including joining delegations and visiting specific and existing Lin Song, clients, also helps.”

KhattarWong

Outlook

There is no doubt that China is intimately linked to the global economy, a fact demonstrated by a recent slowing of GDP. However, Olsson points out that the current growth rate of 9% is evidence of strong activity and he remains optimistic about the prospects for Mallesons’ China practice.

ISSUE 5.11

FEATURE | international firms >>

“Inbound investment will continue because there is still an urgent need to develop China’s infrastructure,” he says. But he believes there may be a period of reflection as China reassesses its priorities, not just in light of the global economy but also of social imperatives. “There is a strong interest in environmentally sound infrastructure and minimising pollution. Also, infrastructure priorities may be redirected towards development in rural areas and sectorspecific regional investment,” he adds.

James Chapman, partner at Nixon Peabody, is also confident about the future of inbound China investment.

“There is a lot of capital sitting in venture capital and private equity funds waiting to be deployed and China seems to be one of the few places that they can generate positive returns. In addition, the investments – especially by venture capital funds – tend to be with later-stage, revenue-producing companies. Although these companies will be affected, they are financially stronger than early-stage companies in the US.” Peter Neumann of Greenberg Traurig is predicting an upturn in deals in the latter half of next year. “The fact that China's economy remains very dynamic means that pent-up demand for domestic Chinese market share continues to grow. We expect this pent-up demand to mean very active inbound strategic M&A deal flow in the second half of 2009. This plays to our strengths in the middle market – by US standards – M&A strategic space in China, particularly representing US and European public companies.”

Similarly, no-one is predicting a major slump in outbound investment: “This is expected to remain strong.

While the current economic situation may hold back investment in the resources sector in the short term, there is much interest in the financial sector, IT and manufacturing – in fact anywhere the Chinese government believes that a strategic or commercial opportunity exists,” says David Olsson.

KhattarWong, which has cornered a substantial share of work from Chinese companies wanting to list on the Singapore Stock Exchange, www.legalbusinessonline.com

“We expect pent-up demand to mean very active inbound strategic M&A deal flow in the second half of 2009” Peter Neumann, Greenberg Traurig is cautious about the effect of the economic downturn on IPOs, direct foreign investment and cross-border financing. However, Lin Song says that M&A and private equity investment remains active. “While some companies may hold back plans for investment due to the tight credit market, others may find many target companies cheap to buy. We would say we are conservatively optimistic about KhattarWong Shanghai’s performance in the coming year,” he adds.

David Fleming, managing partner of Baker & McKenzie’s offices in China, Hong Kong and Vietnam, says that the mood of his firm is optimistic but cautious. “Our strategy is to consolidate the relationships we have with our existing clients and to continue our plans for incremental growth around our specialist practice areas. We’re well established in this market with a broad base David Fleming, of practice areas. We are Baker & McKenzie not complacent, but we don’t need to do anything dramatic.”

Marketing

Like many firms, Mallesons followed its clients into China and was thus able to establish its China presence with some heavyweight clients, such as BHP Billiton, Telstra and NAB, already on board. But how does an international firm go about picking up new clients in China? The key, says Olsson, is to be known as a premier firm in the broader region.

“In the situation where there is a Chinese business that doesn’t have existing relationships with international firms, they want to find out who the top firms are.”

Olsson gives the firm’s recent work on the Chinalco stake acquisition in Rio Tinto as an example. “They [Chinalco] made enquiries through investment banks and did their own research as to who the top

firms were and we were retained as a result of that.”

The challenge is not dissimilar to that in other markets, says David Fleming.

“We win work through a number of channels, such as legal panels, pitches, client referrals, speaking at seminars and building relationships with regulatory authorities – relationships are very important in this market.

Reputation is also critical and that’s something that comes from being involved in – for example – high-profile transactional deals.”

Competition

In an era when phrases like ‘China boom’ and ‘China expansion’ are becoming clichés and law firms seem to announce new China offices every week, it’s easy to become cynical and wonder whether the market may quickly become saturated. But this is an argument that Olsson rejects. “The market is huge, the body of legislation is expanding, the transactions are becoming more complex and there’s an increased need for specialised advice,” he states. “And, from a regulatory point of view, it’s not easy to start an operation here – a fact that is slowing the rate of firms entering the market.”

David Fleming says that competition among international firms in the PRC is getting tougher and that he would not be surprised if some end up withdrawing as a result. He adds, however, that local Chinese firms are very much a part of that competition.

“The local firms are growing and becoming increasingly sophisticated,” he says. “At the moment, their main focus is on domestic work but it would seem a natural progression that they begin to take on outbound work.

They’re not at that stage yet, but it’s a distinct possibility.”

There would certainly be some irony in local firms eventually competing with international firms, given the close relationship currently enjoyed by the two groups 41

FEATURE | international firms >>

as a result of the ban on international firms providing advice on PRC law. Good relationships are critical and international firms frequently have these with multiple local ones.

Mallesons for one has them with a number of firms, including JunZeJun, Deheng & Associates, Jun He and King & Wood.

The inevitable question is if, indeed, local firms do encroach further on the space traditionally the preserve of international firms, will they ever be permitted to compete with local firms for domestic law work? Not a likely outcome in the immediate future, says James Chapman. “I don’t see these restrictions being eased in the short to medium-term. A couple of years ago the Shanghai Bar Association filed a complaint with the Ministry of Justice contending that international firms were violating the prohibition on practising domestic law. Although the decision of the Ministry of Justice did not have a negative impact on the international firms, the Chinese government is aware that they are pushing the boundaries.”

Employment market

Firms are now, generally, more cautious in their hiring and more likely to hire because of a particular need, rather than stocking up on talent for future growth, says Olsson.

“That said, there continues to be strong employment opportunities for Chinese nationals with international experience and also Mandarin-speaking foreigners. The Hong Kong market, in fact, would be more suitable for lawyers who don’t speak Mandarin.”

Lin Song agrees that the demand for lawyers tends to be confined to those with international experience and that there is not a general shortage of them. “On one hand there is a great number of law graduates and practising lawyers. On the other hand, as is the case in many law firms, it is a challenge to find quality lawyers who are well versed in crossborder transactions.”

Location

Beijing is a very important location for practices focusing on certain restricted industries such as internet 42

“A couple of years ago, the Shanghai Bar Association filed a complaint with the Ministry of Justice contending that international firms were violating the prohibition on practising domestic law” James Chapman, Nixon Peabody and other telecommunications services, says Peter Neumann. “Practices focusing on large-scale energy and infrastructure projects requiring extensive government interaction also tend to benefit from a presence in Beijing. The majority high-profile IP practices also appear to be based there. On the whole, there is a much higher volume of commercial, investment and financing activity in Shanghai. It is interesting to note that although the biggest, most prominent PRC domestic firms were founded in Beijing for historical reasons, they have generally developed large Shanghai offices.”

David Fleming makes the point that while Shanghai and Beijing may have different client bases, the nature of the work does not differ necessarily. “I’m not sure that there’s a significant difference for international firms as we are subject to the same regulations in either location,” he says.

When it comes to pursing opportunities with emerging Chinese businesses and venture capital firms, James Chapman believes that Beijing and Shanghai have their respective advantages. “Beijing has the advantage that two of the top universities, Tsinghua and Bei Da, which are graduating some of the best students in the country and have become a hotbed of entrepreneurialism.

“On the other hand, the Chinese Government has elected to locate the National Center for Knowledge and Innovation in Shanghai. This centre is going to be the focus for innovation in China and undoubtedly a large number of new companies will spin off it. In addition, much of the venture capital community is located in Shanghai.” Not that firms should necessarily ignore other cities, however!

“Other regional cities such as Shenzhen, Tianjin and Dalian are showing great potential, and there is a lot of opportunity there, too.” ALB ISSUE 5.11

Providing advice on the laws you need... ...from the places you are.

Conyers Dill & Pearman The Offshore Law Firm

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FEATURE | Hong Kong Law Awards coverage >>

ALB Hong Kong ASIAN LEGAL BUSINESS

And the winners are...

Multiple WinnerS

►► ALB LAW AWARDS SERIES

The ALB Hong Kong Law Awards 2008 is the sixth in a series of award ceremonies hosted by ALB around the Asia-Pacific region that seek to reward the largest, most innovative and complex legal work carried out by lawyers during 2007/08.

ALB Law Awards for the China region were held in Shanghai on 24 April, for the Australasian region in Sydney on 22 May, for Japan in Tokyo on 29 May, and for the SE Asia region in Singapore on 20 June.

►►ASSESSMENT OF DEALS

Short-listed transactions must have reached financial close during the financial year of 1 April 2007 to 31 March 2008 to be eligible for consideration. While many transactions will involve multiple legal jurisdictions, each deal will be allocated to a specific ALB event – governed by where the majority of the legal work was completed.

The ALB editorial and management team define four criteria for judging the overall excellence of any given deal. These are as follows: Size: the financial value of the deal and the quantity of legal work involved Complexity: the degree to which advanced legal and financial techniques and structures have been applied to the deal Breadth: the degree to which the deal spanned jurisdictions, practice areas, parties and industries Innovation: the degree to which the deal involved ground breaking, original legal techniques and structures

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Firm

Winning category

Allen & Overy

Grant Thornton Award Insolvency & Restructuring Law Firm of the Year M&A Deal of the Year – MTR-KCRC merger

Baker & McKenzie

Bally Award Intellectual Property Law Firm of the Year Tax & Trusts Law Firm of the Year

Clifford Chance

Banking Law Firm of the Year City University of Hong Kong Award Investment Funds Law Firm of the Year

Deacons

Insurance Law Firm of the Year Real Estate Law Firm of the Year

Freshfields Bruckhaus Deringer

Hays Legal Award Equity Market Deal of the Year – Alibaba.com Hong Kong IPO M&A Deal of the Year – MTR-KCRC merger

Haiwen & Partners

Debt Market Deal of the Year – China Development Bank Hong Kong bond issue Hays Legal Award Equity Market Deal of the Year – Alibaba.com Hong Kong IPO

JSM

Employment Law Firm of the Year Managing Partner of the Year Hong Kong Law Firm of the Year

Slaughter and May

Hays Legal Award Equity Market Deal of the Year – Alibaba.com Hong Kong IPO M&A Deal of the Year – MTR-KCRC merger

Sullivan & Cromwell

Hays Legal Award Equity Market Deal of the Year – Alibaba.com Hong Kong IPO M&A Deal of the Year – MTR-KCRC merger

Company

Winning category

Deutsche Bank

Taylor Root Award Banking & Financial Services In-House Team of the Year Lewis Sanders Legal Recruitment Award Investment Bank In-House Team of the Year Hays Legal Award Equity Market Deal of the Year – Alibaba.com Hong Kong IPO Project Finance Deal of the Year – City of Dreams financing

Goldman Sachs

Hays Legal Award Equity Market Deal of the Year – Alibaba.com Hong Kong IPO M&A Deal of the Year – MTR-KCRC merger

MTR Corp

Pinsent Masons Award Construction In-House Team of the Year In-House Lawyer of the Year ISSUE 5.11

FEATURE | Hong Kong Law Awards coverage >>

Law Awards LAW firmS OF THE YEAR CATEGORY

WINNER

Banking Law Firm of the Year

Clifford Chance

Boutique/Specialist Law Firm of the Year

Charltons

RBS Coutts Bank Ltd Award Chambers of the Year

Des Voeux Chambers

Criminal Law Firm of the Year

Haldanes

Real Estate Law Firm of the Year

Deacons

Merrill Legal Solutions Award Construction Law Firm of the Year

Mallesons Stephen Jaques

Insurance Law Firm of the Year

Deacons

Shipping Law Firm of the Year

Clyde & Co

IT/Telecommunications Law Firm of the Year

Paul, Weiss

Merrill Legal Solutions Award Dispute Resolution Law Firm of the Year

Herbert Smith

Grant Thornton Award Insolvency & Restructuring Law Firm of the Year

Allen & Overy

Employment Law Firm of the Year

JSM

Bally Award Intellectual Property Law Firm of the Year

Baker & McKenzie

City University of Hong Kong Award Investment Funds Law Firm of the Year

Clifford Chance

www.legalbusinessonline.com

Chambers of the Year: Anita Wong (RBS Coutts Bank Ltd) & John Scott (Des Voeux Chambers)

Insolvency & Restructuring Law Firm of the Year: Katherine Taylor (Allen & Overy) & Alison Wong (Grant Thornton)

Construction Law Firm of the Year: Jennifer Lee-Shoy (Mallesons) & Charlotte Pache (Merrill Legal Solutions)

Dispute Resolution Law Firm of the Year: Ashley Alder (Herbert Smith) & Charlotte Pache (Merrill Legal Solutions)

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FEATURE | Hong Kong Law Awards coverage >>

LAW firmS OF THE YEAR

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CATEGORY

WINNER

Shu Lun Pan Horwath Hong Kong CPA Limited Award Matrimonial Law Firm of the Year

Hampton Winter & Glynn

Taylor Root Award Offshore Law Firm of the Year

Walkers

AzureTrustees Ltd Award Tax & Trusts Law Firm of the Year

Baker & McKenzie

Managing Partner of the Year

Elaine Lo, JSM

Taiwan Deal Firm of the Year

Lee and Li

Korea Deal Firm of the Year

Kim & Chang

City University of Hong Kong Award Investment Funds Law Firm of the Year

Clifford Chance

Shu Lun Pan Horwath Hong Kong CPA Limited Award Matrimonial Law Firm of the Year

Hampton Winter & Glynn

Taylor Root Award Offshore Law Firm of the Year

Walkers

AzureTrustees Ltd Award Tax & Trusts Law Firm of the Year

Baker & McKenzie

Managing Partner of the Year

Elaine Lo, JSM

Taiwan Deal Firm of the Year

Lee and Li

Korea Deal Firm of the Year

Kim & Chang

PRC Firm, Hong Kong Office of the Year

King & Wood

Hong Kong Law Firm of the Year

JSM

Matrimonial Law Firm of the Year: L-R: Sharon Ser, David Glynn & Winnie Chow (Hampton Winter & Glynn)

Offshore Law Firm of the Year: L-R: Everton Robertson (Walkers); Michael Luckett (Taylor Root); Hugh O’Loughlin (Walkers)

Tax & Trusts Law Firm of the Year: Deborah Annells (AzureTrustees Ltd) & Pierre Chan (Baker & McKenzie)

Investment Funds Law Firm of the Year: Professor M J A Cooray (City University of Hong Kong) & Connie Heng (Clifford Chance)

ISSUE 5.11

FEATURE | Hong Kong Law Awards coverage >>

In-House Teams of the Year CATEGORY

WINNER

Real Estate In-House Team of the Year

Hutchison Whampoa Properties

Pinsent Masons Award Construction In-House Team of the Year

MTR Corp

The Macallan Award Insurance In-House Team of the Year

Prudential

Holman Fenwick Willan Award Shipping In-House Team of the Year

COSCO Pacific

Paul, Weiss Award IT/Telecommunications In-House Team of the Year

PCCW

Paul, Weiss Award Media & Entertainment In-House Team of the Year

TOM Group

Taylor Root Award Banking & Financial Services In-House Team of the Year

Deutsche Bank

Lewis Sanders Legal Recruitment Award Investment Bank In-House Team of the Year

Goldman Sachs

Hong Kong In-House Lawyer of the Year

Gillian Meller, MTR Corp

Hong Kong In-House Team of the Year

Deutsche Bank

Construction In-House Team of the Year: Vincent Connor (Pinsent Masons) & David Fleming (MTR Corp)

Insurance In-House Team of the Year: William Chan (The Macallan) & Wendy Mok (Prudential)

Shipping In-House Team of the Year: Henry Dunlop (Holman Fenwick Willian) & Michelle Hung (COSCO Pacific)

IT/Telecommunications In-House Team of the Year: Philana Poon (PCCW) & Corinna Yu (Paul, Weiss)

Media & Entertainment In-House Team of the Year: Karen Lau (TOM Group) & David Lee (Paul, Weiss)

Banking & Financial Services In-House Team of the Year: Simon Man (Deutsche Bank) & Liam Richardson (Taylor Root)

DEALS OF THE YEAR CATEGORY

WINNER

Debt Market Deal of the Year

China Development Bank bond issue

Hays Legal Award Equity Market Deal of the Year

Alibaba.com Hong Kong IPO

M&A Deal of the Year

MTR-KCRC merger

Project Finance Deal of the Year

City of Dreams financing L-R: Charlotte Hogue (Hays Legal); Leiming Chen, Dan Fertig (Simpson Thacher & Bartlett); Jaclyn Jhin (Morgan Stanley); Nghia Luu (Deutsche Bank); John Trehey (Maples and Calder); David Lamb (Conyers Dill and Pearman); Tim Steinert (Alibaba. com); Gareth Bater (Goldman Sachs)

www.legalbusinessonline.com

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FEATURE | Hong Kong Law Awards coverage >>

sponsors AzureTrustees Ltd In 2002 Deborah founded AzureTax Group.

Due to client demand she later founded AzureTrustees Ltd 易道信託有限公司, a Registered Trustee Company based in Hong Kong.

Exclusively dedicated to high-level tax planning and wealth protection, AzureTax Group spearheads a transparent, strategic and ethical approach to tax and trust advice.

AzureTax Group provide tax advisory services for individuals and businesses. Services available range from international tax advisory through to global wealth protection strategies, with special expertise in Hong Kong, China, the UK, the US and Australian taxation matters.

Deborah Annells, Managing Director, AzureTrustees Ltd Deborah is a well-known commentator and writer on international corporate and personal tax and trust structuring issues and contributes to several international taxation publications.

Her views are sought by the media and she is regularly quoted.

For many years she had contributed to the CCH International Tax Planning Manual.

Ms Annells has also authored two publications on Hong Kong tax planning.

School of Law, City University of Hong Kong The School of Law of City University of Hong Kong aspires to be an internationally renowned centre for research and teaching of law in the Asia-Pacific region. The School’s mission is to provide students with excellent education, to contribute to the advancement of knowledge and to improve people’s quality of life. The School is international in character with a team of distinguished staff from various part of the world, and close links with the legal professions and law schools in Asia, Europe and North America. The School promotes a global perspective on legal education. Students have ample opportunities to participate in exchange activities and develop a global view.

Professor Wang Guiguo, Dean of School of Law, City University of Hong Kong Professor Wang Guiguo is Dean of School of Law and Professor (Chair) of Chinese and Comparative Law, City University of Hong Kong. He also serves as Chairman of the Hong Kong WTO Research Institute. Professor Wang is a renowned scholar in WTO law, international economic law, Chinese and comparative law and he is the first Chinese recipient of the United Nations Institute for Training and Research Fellowship. Professor Wang has published widely in both English and Chinese language journals and presses. He has also been invited by the United Nations and the Hague Academy of International Law to give lectures.

Grant Thornton Grant Thornton is one of Hong Kong’s leading accountancy firms providing financial advice to privately held businesses and public interest entities. We have a long track record of helping businesses to expand and explore business opportunities locally and internationally. Services include assurance, business risk, corporate finance, forensic & investigation, restructuring and tax services. In Hong Kong and mainland China, Grant Thornton has offices in Hong Kong, Beijing, Shanghai, Guangzhou and Shenzhen, employing over 1,300 people.

Grant Thornton is a member of Grant Thornton International

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Ltd - an organisation of member firms operating in 112 countries, employing over 22,600 people in 519 offices.

Alan Tang, Partner and Head of Specialist Advisory Alan has over 25 years in-depth handson experience in various Specialist Advisory engagements in a wide spectrum of industries and service lines, including corporate advisory, restructuring and insolvency, mergers and acquisitions, due diligence, valuation, investigation, debt recovery, fund tracing, litigation support, expert witness and forensic accounting assignments involving operations in Hong Kong, the PRC and various tax haven jurisdictions.

Alan is the author of “Insolvency in China and Hong Kong - A Practitioner’s Perspective” published by Sweet & Maxwell Asia in 2005 (circa. 1200 pages).

Hays Legal Hays Legal is a specialist division of Hays – an international specialist recruiter with over 8,900 employees in 390 offices located across 27 countries including Hong Kong, Singapore, Japan, China, Australia, New Zealand, the United Kingdom and Continental Europe. Hays Legal has over 20 years specialist expertise in delivering bespoke recruitment solutions to employer clients seeking qualified lawyers and other legal professionals for commercial and law firm roles.

Katie Hogue, Managing Consultant, Hays Legal HK Office Katie Hogue manages the Hays Legal Hong Kong office overseeing both in-house and law firm recruitment for the Hong Kong and China markets. Originally from New Zealand, Katie has worked for Hays since 2006. A New Zealand qualified solicitor, Katie has significant domestic and international recruitment experience with a particular strength in Asia-Pacific law firm work.

Holman Fenwick Willan Holman Fenwick Willan is a global law firm, advising on all aspects of international commerce. From the inception of the business idea, through to advising on risk management, business strategy and financing, we cover the whole life-cycle of business. We are leading specialists in shipping, commodities, trade, ports & terminals, energy, logistics, aviation and insurance & reinsurance. This year the firm celebrates its 125th anniversary and the 30th anniversary of the Hong Kong office.

Paul Hatzer, Partner and Head of the Holman Fenwick Willan Hong Kong office Paul specialises in shipping, international trade and commodities. He practiced in London and Australia before moving to the firm’s Hong Kong office in 1991. Paul is recognised repeatedly as one of the leading lawyers in his field in Chambers Global directory.

Shu Lun Pan Horwath Hong Kong CPA Limited Shu Lun Pan Horwath Hong

Kong CPA Limited is a member firm of Horwath International – ranked in the world’s top ten largest group of independent professional accounting organization – giving clients access to a broad range of industry specific expertise worldwide. With more than 20 years of business in Hong Kong, Shu Lun Pan Horwath offers wide range of professional accounting services to local and international clients. Our core areas of business are audit & assurance, business consulting, taxation, risk advisory, litigation support and matrimonial dispute advisory services. We also provide other outsourcing services to clients.

Patrick LI Pak Ki, Director – Audit & Assurance, Shu Lun Pan Horwath Patrick is the Audit & Assurance Director at Shu Lun Pan Horwath. He started his career with one of the “Big Four” accounting firms and has over 20 years of experience in the accounting profession. He is a practising member of the Hong Kong Institute of Certified Public Accountants, an associate member of the Institute of Chartered Accountants in England and Wales, and a fellow member of the Association of Chartered Certified Accountants, UK.

Lewis Sanders Legal Recruitment Lewis Sanders provides a professional, tailor-made legal recruitment service to clients across Asia. Using our extensive market knowledge and expertise, we place lawyers at all levels from junior associates to equity partners and general counsels, as well as law firm management professionals. We operate out of Hong Kong and undertake local, regional and international recruitment assignments. Through our extensive network of contacts across Asia, combined with our alliances with established legal recruitment consultancies in Australia, Europe and the Middle East, we are able to source quality candidates from multiple jurisdictions and offer our clients international coverage.

Lindsey Sanders, Managing Director, Lewis Sanders Legal Recruitment Lindsey is a founding partner of Lewis Sanders Legal Recruitment. She has worked in legal recruitment for over twelve years, eight in Hong Kong, placing lawyers at all levels with international law firms, investment banks and multi national companies across Asia.

Merrill Legal Solutions Merrill Legal Solutions is the largest provider of court reporting and litigation support services in the world. Having been established in Asia since 1994, we cover High Court cases, arbitrations, and US depositions including some of the most high profile cases in the region.

Our services include: court reporting including real-time, document management, litigation support, scanning, copying, printing, evidence reconstruction, transcription, document hosting, court consulting, digital audio recording, interpretation/ translation, e-bundles, videography, e-discovery and forensics.

Charlotte Pache – Managing Director, Asia, Merrill Legal Solutions Charlotte Pache has a legal background and worked in legal publishing for many years as an editor and manager before joining Merrill Legal Solutions’ London office in 2000.

Charlotte joined the Asia office as ISSUE 5.11

FEATURE | Hong Kong Law Awards coverage >>

Managing Director in January 2003. She regularly carries out professional training to law firms, barristers and others, in Hong Kong and elsewhere, on the use of technology in dispute resolution.

Paul, Weiss Paul, Weiss, Rifkind, Wharton & Garrison is an international law firm with over 500 lawyers worldwide. Paul, Weiss has one of the world's leading Communications and Technology Practices and consistently wins Asia's top "IT/Telecommunications Law Firm of the Year" award in recognition of our M&A, private equity and regulatory efforts in the telecommunications and IT sectors. Our knowledge of the regulatory landscape in Greater China is recognized by our peers as being the best and second to none. The firm represents a wide variety of providers and users of communication goods and services, as well as other entities with interests in communications and technology businesses and regulatory decision making.

Jack Lange, Partner, Corporate Department, Paul, Weiss Jack Lange is a partner in the Corporate Department, based in the firm's Hong Kong office. Mr. Lange has been active in the fields of mergers and acquisitions and private equity in Asia. He regularly represents major private equity funds in connection with investments and corporate restructurings in the Asian region. He has assisted major financial and strategic investors, including Newscorp, Hutchison Whampoa Ltd., Goldman Sachs, The Carlyle Group, Olympus Capital, AIG Investment Corporation and Morgan Stanley, in high-profile M & A transactions in mainland China, Hong Kong, Taiwan, Korea, India and elsewhere in Asia.

Pinsent Masons Pinsent Masons is a full service global commercial law firm with around 1000 lawyers worldwide, ranking in the top 100 of global law firms. We have been active in Asia for 25 years and our practices in Construction, Corporate, IP, Projects, Technology & Telecoms operate out of our offices in Hong Kong, Shanghai, Beijing, Dubai, the UK and through an association in Singapore with MPillay. Our local knowledge and involvement in some of the region's most high profile and important projects underscores our commitment to assisting clients to profit from the Asia-Pacific Century.

Vincent Connor, Managing Partner, Asia Pacific, Pinsent Masons Vincent is Managing Partner of our Asia Pacific business, and is based in Hong Kong.

As lead adviser on a range of top profile matters, Vincent is highly regarded for his strategic advice to clients during major projects, in helping clients to avoid disputes and where necessary in representing clients in mediation, arbitration and litigation.

RBS Coutts Bank Ltd RBS Coutts is the international private banking arm of The Royal Bank of Scotland Group (RBS). It is the size and strength of RBS Group, together with Coutts centuries of experience and our sound investment philosophy, that make RBS Coutts one of the leaders in the international private banking.

RBS Coutts offers entrepreneurs, senior corporate executives and professionals including lawyers and accountants, the expertise of a prestigious and exclusive private bank. Based on our long history of developing in-depth understanding of the unique needs of individuals, we offer sophisticated one-to-one wealth www.legalbusinessonline.com

management services including investment management, advisory, trust and fiduciary services.

perfection has ensured the consistent quality that characterised The Macallan since it was legally licensed in 1842.

Anita Wong, Senior Vice President RBS Coutts Bank Ltd Hong Kong Branch Anita Wong is a Senior Vice President at RBS Coutts Bank Ltd, Hong Kong Branch.

Anita joined RBS Coutts in 1996 and her main area of focus is Hong Kong where she is responsible for a dedicated team of bankers managing the profitability and client satisfaction of entrusted portfolios from a group of high net worth individuals. Anita is keen on tennis and loves to travel. She is also an art lover. Her interest embraces from rock to pop music, film to drama, and opera to dancing.

William Chan, General Manager, Maxxium Hong Kong Ltd. William Chan has been a seasoned executive running international companies for 25 years in FMCG industry in Greater China. He led a successful 18 years with British American Tobacco and RJ Reynolds Tobacco, and 8 years in the beer, wines & spirits industry with major players as Carlsberg and Foster’s. William carried with him a wealth of experience in the management of consumer goods, in particular in the running of China JV, and has good operating knowledge in both the China and Hong Kong businesses.

Taylor Root Taylor Root has been established in Hong Kong since 1998 and we are proudly celebrating our ten year anniversary this year. We are considered one of the leading legal and compliance recruitment consultancies in the Asia Pacific region. Our experienced consultants all have a legal or financial background and are experts in assisting our clients identifying the best possible talent with creative solutions. We have a consistent and successful track record of acting for international law firms, multinationals, investment banks and financial services firms.

Our international network includes offices in London, Edinburgh, Leeds, Birmingham, Sydney, Melbourne, Hong Kong and Dubai.

Liam Richardson, Consultant, InHouse Team, Taylor Root Liam graduated from the University of Leicester with a law degree before completing his LPC at the College of Law, London in 2004 and joined Taylor Root's London office in the same year.

Liam has specialised in the recruitment of lawyers into in-house positions within the financial services, MNC's and investment banks since joining Taylor Root and he relocated to our Hong Kong office in January 2006. He currently focuses on the recruitment of lawyers of all levels into multi-national corporations and investment banks across the Asia region and has experience of handling senior level searches, including those for first Asian legal counsel and General Counsel.

Beaton Consulting Independent Research Partner Beaton Consulting is a leading firm of management consultants committed to providing the inspiration and support for the improved performance of professional service organizations.

Beaton Consulting’s expertise is applied in three interrelated practice areas: • Market-led strategy - Helping clients get clarity and consensus on where they’re going and how they’re going to get there, • Leadership and change - Assisting organizations compete through their people, and • Research and benchmarks - Providing empirical evidence, to guide decision-making on firm development and growth.

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Michael Luckett, Manager, Private Practice Team, Taylor Root Mike graduated from UMIST and qualified as a lawyer with Ashurst in London before moving into legal recruitment in June 2004. He joined Taylor Root's London office in June 2005 before moving to the firm's Hong Kong office in January 2006.

He heads up the private practice team in Hong Kong and assists the leading international UK and US Law Firms in Asia with their recruitment needs at all levels including Partners and teams of lawyers.

The Macallan The Macallan Highland Single Malt Scotch Whisky is one of the world’s most awarded and admired Single Malts. Widely acclaimed as Best Malts in the World by Whisky Magazine, it remains the Single Malt against which all others must be judged.

This peerless reputation has been built on the commitment of The Macallan Masters of Spirits and Wood, those craftmen at the heart of The Macallan for almost two centuries. Their obsessive pursuit of

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special report | Middle East >>

Photo: Abu Dhabi Tourism Authority

middle east

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www.legalbusinessonline.com

H

and-out visitor maps available in the expanding airports of the Gulf region have a key explaining which symbol means hotel and which means shopping mall and so on: not unusual. What is unusual, however, is that sometimes the key has two separate colour schemes – one for real hotels and malls, and another for hotels and malls under construction. And well they might. For as the visitor emerges, blinking, into the diabolical heat and blinding sun, he finds that as many points of reference are building sites as are buildings.

And that visitor cannot rely on any conventional notion of a coastline – as an immovable constant placing parameters on human settlement – to aid his navigation round the Gulf’s new urban centres. Here, coastlines change faster than the tides that now wash impotently against hundreds of kilometres of reclamation walls. Dubai has its famed Palm developments spreading their fronds into the azure waters; Abu Dhabi has its financial and residential Saadiyat Island; Bahrain has relinquished its fine corniche in favour of the ultra-sleek Bahrain Bay development; and Doha has its multiuse, multi-billion-dollar Pearl complex.

Cutting to the chase, the Gulf is going off. Another five years of oil & gas revenues – this time boosted by record high prices – have created a lake of liquidity in a region that has the need, the wherewithal, the ambition and the sheer will to make things happen. Law firms have for some time been feasting on big-ticket oil & gas, project finance, infrastructure and banking & finance work. But never to the current degree, and never across so many centres of activity. The numbers speak for themselves. ALB counts at least 18.

And among the new arrivals, few predict anything less than further rapid growth – even doubling of lawyer numbers – over the next two years. Demand is still strong in the ‘traditional’ practice areas – projects, energy – but it is being supplemented in many other areas: outbound M&A, telecoms/media/technology, and especially Shariah compliant finance are among the areas mentioned by firms as rising to prominence.

Heard in The Gulf “You’ve got to think some [of the influx of firms to the region] is over-expansion.

But there’s no historical basis for this market” Gary Kotara, Vinson & Elkins, Dubai

“In the 1990s, the Far East was the place to be if you wanted to be an international lawyer. Now the place to be is the Middle East, without a doubt” Chris Jobson, Eversheds, Doha

“[Because of the credit crunch] deals will slow and projects will be financed less by debt and more by funds and PE. But hopefully there’s light at the end of the tunnel that isn’t a train” Neale Downes, Trowers & Hamlins, Bahrain

Key to understanding the practices of firms operating in the region (even those with only a Dubai presence), and the reason they are growing so fast, is recognising they are here to serve the whole of the Gulf and way beyond. The spectacular construction might be taking place mostly along the Gulf coast, but the petrochemical plants, the water projects and the infrastructure deals are taking place anywhere from Sudan to Siberia, and lawyers based in the livable new cities of the Gulf are working on the lot.

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Gold-paved streets and tough times back home: Recipe for market overcrowding?

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he arrival of new firms in the Gulf and the expansion of existing ones is no secret.

Nevertheless, the numbers of firms, offices and lawyers tabulated on pages 59 and 64 prove the amplitude of the expansion of the profession here.

The question now becomes whether the headlong rush from London and the US has produced an over-lawyered market – in Dubai at least.

“There’s a sense that if you flock here there’ll be work,” says Sean Korney of energy specialists Baker Botts in Dubai.

“That’s not true, and nor can you get it by aggressive price discounting.” Korney is one of many lawyers who stress the importance, and time-consuming nature,

►► Dubai 2,262,000 (est.)

Oil production

240,000 bbl/day

he says. “In the past there were instances where you would have got work just because you were here, but that’s not going to be the case going forward.”

Meanwhile, the new entrants will have to strategise carefully, he warns. “Those that are interested in the [Gulf] only because there’s no growth elsewhere won’t survive… You have to find a

“Those that are interested in the [Gulf] only because there’s no growth elsewhere won’t survive…

You have to find a winning strategy here” Sean Korney, Baker Botts

►► Bahrain

Population

• Gulf region’s largest legal market by far – home to (too?) many international firms • Dubai International Financial Center has stolen a march on competitors as hub of major financing activity over last few years • Last decade of meteoric growth has left an infrastructure-poor city whose traffic-weary lawyers now face extortionate rents for both offices and housing

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of establishing relationships with local client organisations in the Gulf, and says the big, well-established firms (one thinks of Norton Rose, Clyde & Co, Trowers, and Korney’s old firm Denton Wilde Sapte) will have to capitalise on existing relationships to avoid having their market share eroded by the newer faces in town. “The quality’s going up,”

►► Abu Dhabi

Population

718,306 (July 2008 est.)

Population

850,000 (est.)

Oil production

184,300 bbl/day (2007 est.)

Oil production

2,000,000 bbl/day

• Was Gulf region’s financial centre from 1970s until Dubai’s ascendancy • Bahrain Financial Harbour, Bahrain Bay and other major projects to inject renewed vigour into the country’s bid to be the regional business centre • Several new office openings by international firms reflects healthy transactional activity

• Closing the gap on Dubai as strongest law firms in the region open second or third offices here • Far greater oil wealth than Dubai and seat of UAE federal government; has ambitions to rival Dubai as financial centre, among other diversification strategies • Tipped for faster, less rushed and less painful growth going forward both for economy as whole and for legal market ISSUE 5.11

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winning strategy here.” (In the case of his own firm, Baker Botts, that means “selling what you’re good at” [energy] and “building out from that” [diversifying into areas such as environmental work and real estate].)

The grip of the long-established players on sizeable chunks of the market seems, for the time being, quite firm. Denton Wilde Sapte, for whom the Middle East is home to around 140 fee earners out of a global total of perhaps 800, has been growing its infrastructure and energy-focused practice in Dubai since 1969 and enjoys a strong reputation and long track record in the region.

In the last 18 months the firm has doubled its lawyer numbers by opening four new James Dallas, Denton Wilde offices, making seven Sapte for the region. “Having

►► Doha Population

824,789 (Qatar – July 2008 est.)

Oil production

797,500 bbl/day (2007 est.)

• Becoming the world’s biggest LNG exporter in less than a decade has been catalyst for rapid economic expansion • Qatar Financial Center staking claim for regional financial supremacy on platform of having integrated financial best-practice regulator • At least five international firms have set up in last 18 months

www.legalbusinessonline.com

►► WongPartnership & Zaid Ibrahim: The only East Asian firms to hit the ground in the Middle East Despite the hype surrounding the Gulf region at the moment and the financial lures it presents for law firms across the globe, only two East Asian law firms, WongPartnership and Zaid Ibrahim & Co, have established operations there.

In May this year, WongPartnership opened a second office in Abu Dhabi, after having opened a Doha office in May 2007. “The firm recognises the tremendous growth in the Middle East region,” says Paul Sandosham, head of WongPartnership’s Middle East practice. Sandosham noted that increasing oil prices and the desire of the UAE to compete on the global stage are likely to drive future growth. “WongPartnership needs to be on the ground to strengthen our ability to assist clients from Singapore, Malaysia, China and India as they grow their businesses in the Middle East,” he says.

►► WongPartnership: Middle East stats at a glance Partners Middle East offices

7 2 (Doha, Abu Dhabi)

It is a similar story for the lawyers over at Zaid Ibrahim & Co. The firm recently opened its first office in the

roots in the region is critical,” says chairman James Dallas, adding that his firm’s long list of offices is another big marketing and executional advantage.

Colleague Neil Nicholson confirms, however, that the firm is being undercut by new firms on some deals.

“There is low-balling – you’ve just got to confront it,” he says. “For our existing clients it’s not a Neil Nicholson, Denton Wilde threat, but when it comes Sapte to new clients you’re going to lose some deals.”

The similarly large-in-numbers Trowers & Hamlins (offices in Dubai, Abu Dhabi, Bahrain, Cairo and Muscat) has been in the region for as long as 40 years and has approximately a quarter of its lawyers worldwide – about 150 – in the Middle East.

With more of a historical focus on commercial property, real estate and construction, the firm has recently diversified into corporate and finance work. “We’re regarded as stalwarts or pioneers of the Middle East,” says Bahrain-based partner Neale Downes. “In the UK we’d be compared to Addleshaw Goddard or Pinsent Masons, but here we’re considered

Gulf – in Dubai – and thus became the first East Asian law firm to receive a licence to operate in the Dubai International Financial Centre. Speaking as to the reasons behind the move, the firm noted that a coalescence of factors including increased Asian business in the region, the liberalisation of the financial, insurance and property sectors and the Malaysia Islamic Financial Centre initiative, was the rationale behind the move – in addition, of course, to the boom in Shariah compliant financial products.

►► Zaid Ibrahim & Co: Middle East stats at a glance Partners Fee earners Middle East offices

2 4 1 (Dubai)

And with the current economic uncertainty that is gripping the region, the area of Shariah compliant finance is expected to grow exponentially in the months ahead as investors seek out risk averse alternatives to traditional financing. On the back of this, the number of east Asian firms with a presence could grow ten-fold in 2009.

on the same level as the Magic or Silver Circle firms and the whiteshoe New York firms. We work on the biggest deals, but we tend to act for the sponsors or developers whereas the banks prefer a name like Clifford Chance.” Downes, too, has seen a lot of aggressive pricing by firms desperate to win work. “I’ve heard about preposterously low fees being quoted, where firms must be losing money.

It’s getting tougher. The question is whether if the gravy train stops rolling, are these firms going to tough it out or run back to wherever they are from,” he says.

Some very large and very international firms have until recently been conspicuous by their absence in the Gulf. Lovells, for example, arrived only in May 2007, albeit with a headstart in the form of a ready-made team of three partners from DWS. Supplementing them with two London partners, Lovells opened for business with five partners and capability in finance and corporate work. The need to service, among others, major firm client Standard Chartered in the Middle East was an impetus for the move, which produced a busy and profitable office very quickly. “Some 53

special report | Middle East >>

►► Local firms Law firm

Total fee earners 160 61 50 44 40 38 36 35 25

Total partners 23 11 13 9 2 2 2 11 7

Offices in ME only 5 2 4 3 1 1 1 1 2

Al Tamimi & Company Hadef Al Dhahiri & Associates The Levant Lawyers Afridi & Angell Galadari & Associates Emirates Advocates Al Basaidy Manoor Jamal & Co Caspi & Co. Al Sarraf & Al Ruwayeh Bahrain - In association with Elham Ali Hassan & Associates Kuwait - In association with Stephenson Harwood Al-Sarraf & Al-Ruwayeh 22 8 1 AL-JADAAN & PARTNERS LAW FIRM 20 0 1 Al-Wagayan & Al-Awadhi & Al-Saif 18 4 1 Qays H. Zu'bi Attorneys & Legal Consultants 16 5 1 Haya Rashed Al Khalifa 15 1 1 Emirates International Law Firm 14 2 1 Ince Al Jallaf & Co* 11 3 1 Shalakany Law Office 8 2 1 Khasawneh & Associates 7 3 1 Bin Mahfouz International Law Firm 3 3 1 NB: This table does not purport to be exhaustive; figures supplied by firms themselves; and current to October 2008 *Joint venture between local and international firm

of our international clients were setting up panels on an international basis, and we didn’t want to miss out on those panels by lacking a Middle East operation,” says partner Shibeer Ahmed, who takes a sober view of the current market. “The amount of transactional work is going down and the amount of competition is going up.

You’ve got a lot of US firms flocking towards the sovereign wealth funds…

Those are the guys you’ve got to have

►►Therightslawyers: The only boutique firm in Dubai?

With a claim as the “only boutique TMT firm in the Middle East”, therightslawyers might be perceived as a type of modern-day pioneer into a niche market in the Middle East.

Now into its sixth year of operation, therightslawyers is one of the region’s leading intellectual property and technology firms and is well positioned as the premier media & entertainment practice in the area. The firm also boasts a long and loyal list of high-profile clients and a star team with experience in exclusive practice areas ranging from advertising & marketing to anticounterfeiting & IP enforcement, trademark, and music and entertainment to name a few.

It is this specialisation combined with the relative rarity of such a firm in the Middle East region that associate Lara Haidar believes is the firm’s greatest asset and competitive strength.

“The success of boutique law firms is seen in the West. It may be a while before this is understood and replicated in this region as most firms still like to profess to being able to offer any service to any client. But for us, it is the logical step,” she says.

a long relationship with, so many of those firms may take a long time to build up their practices,” he says. (His own firm has plans to create dispute resolution and real estate practices in the near future.)

Herbert Smith, meanwhile, also opened as recently as March 2007 in Dubai and June 2008 in Abu Dhabi.

Following a deliberate strategy to bulk up and have a credible practice, the firm has gone from five to 40 lawyers,

therightslawyers’ website

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which, according to partner Craig Shepherd, is “better than expected”.

He expects the Abu Dhabi office to grow faster than the Dubai office from here on in, and reports plenty of

Craig Shepherd, Herbert Smith

Photo: Abu Dhabi Tourism Authority

Qatar: like Dubai 10 years ago?

A

few years ago, when Dubai already had dozens of firms and Sheik Zayed Road was looking like it already had its full complement of skyscrapers, neighbouring Qatar was still a heavily restricted legal market with just a couple of significant (and licensed) foreign firms – Simmons & Simmons and Patton Boggs – and a couple of noticeably strong local firms – Gebran Majdalany and Hassan A Alkhater – and a distinctly low-rise city skyline. Then the LNG really started flowing, the government needed to invest the proceeds, an investment agency was set up (the Qatar Investment Authority), the investment banks arrived, and the scene was set for the legal market to take off.

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work, even at partner rates that are “very respectable” with regard to other offices.

From ALB’s discussions with lawyers around the region it seems clear that fee competition is commonplace. Equally clear is that work is not exactly hard to come by, other than in the areas most

closely affected by the credit crisis.

Some newer firms will find survival, or at least growth, difficult. Some older firms may lose market share.

Most, though, are confident they will find their niche and prosper as long as nothing (eg property) goes too seriously wrong in the region.

►► International firms Law firm Denton Wilde Sapte Clyde & Co Trowers & Hamlins DLA Piper Middle East Clifford Chance** Allen & Overy Simmons & Simmons Herbert Smith Norton Rose Freshfields Bruckhaus Deringer Linklaters Reed Smith Baker & McKenzie King & Spalding Lovells (Middle East) TAYLOR WESSING (Middle East) Ashurst LLP White & Case*** Baker Botts Latham & Watkins Rouse & Co. International Vinson & Elkins Fulbright & Jaworski Dewey Leboeuf Pinsent Masons Holman Fenwick Willan Patton Boggs Chadbourne & Parke Ince Al Jallaf & Co* Gibson Dunn Loyens & Loeff N.V. Holland & Knight Charles Russell Walkers Global Akin Gump Strauss Hauer & Feld Zaid Ibrahim & Co Bryan Cave - Mashora Advocates and Legal Donald H. Bunker and Associates Bracewell & Giuliani (Dubai) Gide Loyrette Nouel

Total fee earners 147 143 126 121 108 98 59 59 44 43 38 35 28 28 27 23 22 22 21 21 20 20 20 19 18 16 16 14 11 10 9 7 6 6 5 4 4 4 3 3

Total partners 24 20 17 33 13 18 12 7 11 5 8 9 7 7 5 4 6 6 1 6 1 7 7 7 20 5 7 4 3 3 3 2 1 2 3 2 4 1 2 2

Offices in ME only 6 3 5 5 3 3 3 2 3 4 1 2 2 3 1 2 2 2 2 3 1 2 2 2 4 1 4 1 1 1 1 1 1 1 1 1 1 1 1 1

NB: This table does not purport to be exhaustive; figures supplied by firms themselves; and current to October 2008 *Joint venture between local and international firm **Clifford Chance has a co-operation agreement with Al-Jadaan & Partners Law Firm in Riyadh, with 8 lawyers currently on secondment ***In the Riyadh office, White & Case operates in association with the Law Office of Mohammed A. Al-Sheikh ISSUE 5.11

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►► Overall Top 5 firms Law firm Al Tamimi & Company Denton Wilde Sapte Clyde & Co Trowers & Hamlins DLA Piper Middle East

Total fee earners 160 147 143 126 121

Total partners 23 24 20 17 33

Offices in ME only 5 6 3 5 5

Total fee earners 160 61 50 44 40

Total partners 23 11 13 9 2

Offices in ME only 5 2 4 3 1

Total fee earners 147 143 126 121 108

Total partners 24 20 17 33 13

Offices in ME only 6 3 5 5 3

►► Local Top 5 firms Law firm Al Tamimi & Company Hadef Al Dhahiri & Associates The Levant Lawyers Afridi & Angell Galadari & Associates

►► International Top 5 firms Law firm Denton Wilde Sapte Clyde & Co Trowers & Hamlins DLA Piper Middle East Clifford Chance**

NB: This table does not purport to be exhaustive; figures supplied by firms themselves; and current to October 2008 **Clifford Chance has a co-operation agreement with Al-Jadaan & Partners Law Firm in Riyadh, with 8 lawyers currently on secondment

Now at least five more foreign firms (Eversheds, Denton Wilde Sapte, Swiss firm LALIVE, Clyde & Co, Salans, the Middle East-aggressive DLA Piper, and Latham & Watkins) have set up in downtown Doha, which is even more pocked with construction sites, and even shorter on office space, than the region’s other fast-growing cities.

Indeed, office space seems to be a major constraint on firm growth here. “We’d double in size overnight if we could find more office space,” says Eversheds’ office chief Chris Jobson.

►► The Dubai Corporate Counsel Group: One of A kind in the Gulf

While there has been plenty of media attention devoted to the influx of private practice lawyers into the Middle East region, there has been comparatively little coverage about the movements of in-house counsel, despite it being as common.

While moving to a new part of the world is daunting at the best of times, culture shock can be lessened if you are insulated by the management structures of mega firms, but a little alienating if you are an in-house lawyer making the Arabian adventure.

Cue the Dubai Corporate Counsel Group (DCCG), the only in-house counsel association in Justin Connor, the Middle East. In addition to assisting members settle into the challenges of practising law in acting chairman, a rapidly changing environment, the DCCG undertakes a wide range of other activities on behalf DCCG of its members with the goal of sharing best practices, promoting continuing legal education and offering networking opportunities, in addition to taking care of members’ continuing legal education needs.

Although only having opened its doors less than one year ago, the DCCG has experienced dynamic growth and now boasts over 60 members, a database of 240+ in-house counsel, and enjoys partnerships with eight of the largest law firms in the region. DCCG partner firms include: Al Tamimi & Co; DLA Piper; Eversheds; Freshfields; Fullbright & Jaworski; King & Spalding; Latham & Watkins; Vinson & Elkins.

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According to Jobson, the influx of lawyers raised the bar for the local profession, and the local firms, now competing with foreigners backed by hundreds of colleagues and giant international networks, quickly lost prominence. Meanwhile, the standard of legal work soared.

Qatar is currently far less saturated with firms than Dubai, and undercutting is less a feature of the market here: the constraints to growth are on the supply rather than the demand side. Office space is at a premium, and young lawyers are less inclined to live in Doha than in ‘glitzy’ Dubai.

The key to the future of the legal market in Qatar though, according to Jobson, is how well the Qatar Financial Center fares in the race for regional financial dominance. Unlike the dual systems such as that of Dubai (one market regulated along local lines, and one (the DIFC) according to international best practice), the Qatar Central Bank and the Qatar Financial Center are adopting an ‘integrated financial regulator’ approach. This strategy, says Jobson, will be fundamental to where the Qatar market ends up. ALB ISSUE 5.11

IN-HOUSE

PRIVATE PRACTICE

Global US Tech & Manufacturing Corporate (Shanghai): Legal Counsel (5-10 PQE) – Ideally with good in-house corporate experience to provide legal support in PRC region. Familiarity with PRC laws & regulations is required.

International Law Firms (Hong Kong/ Beijing/ Shanghai): Corporate/ Finance/ Funds/ Derivatives/ US Securities (2-8 PQE) – Various UK and US law firms are looking for HK, US or other commonwealth jurisdiction qualified lawyers with various expertise to join their offices in HK or China.

Major Private Equity Investment (Singapore): Senior Legal Director (10+ PQE) – Strong cross border corporate transactional m&a experience is required.

Global Energy (Beijing): Senior M&A lawyer (6-9 PQE) – Strong m&a transactional experience is required, particularly in oil and gas industry to support their acquisition activities across China. Good proficiency in English & Mandarin is required.

Global Energy (Beijing): Deputy General Counsel (10-15 PQE) – Strong corporate finance experience is required, preferably with some knowledge of oil & gas industry to manage a team of lawyers.

PRC qualified lawyer is ideal but is open to strong international lawyer with relevant experience. Fluency in English & Mandarin is required

BANKING & FINANCIAL INSTITUTION European Private Banks (Hong Kong): Legal Counsel (3-6 PQE) – Qualified lawyer in HK with private banking experience is ideal but is open to lawyers with general banking experience. Proficiency in English & Mandarin is required.

International Law Firm (Hong Kong): Immigration/ Employment/ Pensions (2-5 PQE) – Seeks HK qualified lawyer with expertise in immigration or employment matters.

International Law Firm (Hong Kong): Real Estate Lawyer f(3-5 PQE) – Top tier UK law firm seeks a HK qualified lawyer with experience in either general HK conveyancing or PRC related real estate matters. Chinese proficiency is required.

International Law Firms (Hong Kong): Corporate/ Capital Markets Professional Support Lawyers (4+ PQE) – Various international law firms seek qualified lawyers with prior experience in either capital markets, corporate finance or m&a transactional legal work.

International Law Firm (Shanghai): Building Projects/ Construction (4-8 PQE) – Seeks lawyers preferably qualified in either HK or PRC to join its Projects Group based in Shanghai.

The ideal candidate should be Chinese speaking with experience in either noncontentious construction or projects related to contractual matters.

For more details on these positions, as well as a full listing of all available positions, please log on to our website at www.legallabs.com. Please contact us at +852 3189 7032/ +65 6236 0166 or resume@legallabs.com for a confidential discussion.

Sign off >> Linklaters educating

L

inklaters is taking learning to the next level after unveiling an in-house business school which includes practice diplomas, training for partners and managing associates, and an orientation program for new trainees.

The Linklaters Law & Business School will be headed up by knowledge and learning head Suzanne Fine, and knowledge and learning partner Michael Voisin, who will also sit on the school’s advisory committee.

The teaching faculty itself is made up of 70 worldwide partners and internal business specialists, with the firm also keen to sign up more academics to an advisory committee for the project which already includes Bertrand Moingeon, HEC Business School director general, and Ashish Nanda, professor of practice at Harvard Law School.

Bakers not popular in Beijing

A

recent report by Beijing-based legal search recruiter Metcalf & Q has revealed the most attractive and unattractive firms to work for – according to 100 lawyers across 30 firms that were surveyed.

Baker & McKenzie ranked as the least attractive international firm to work for in Beijing, while Clifford Chance weighed in as the most attractive with Freshfields and Simpson Thacher in second and third places, respectively.

Those law firms receiving the most positive feedback were praised for good leadership, pleasant working environments and allowances for staff with children or elderly parents.

Overall, the Magic Circle firms fared well and were seen as attractive places to work, while other firms such as DLA Piper, Jones Day and Skadden Arps Slate Meagher & Flom were not top picks in the local recruitment market.

Weird & wacky laws

A

quirky Brazilian law saw at least six Brazilian politicians officially rename themselves ‘Barack Obama’ in the hope of getting an edge on their rivals in October’s local elections, according to a leading newspaper.

The Brazilian law allows candidates to run under the name of their choice.

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Breaking the glass ceiling

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omen in legal circles are upping the ante on the pay scales.

Not only were there a dozen female names recorded in the 2008 GC Compensation Survey of the 100 highest paid chief legal officers by Corporate Counsel magazine, but the top 10 females also earned in excess of US$1m a year.

Louise Parent of American Express led the charge as the highest-paid female GC, with total cash compensation last year of nearly US$4m including a salary of US$524,591 and a US$3.45m bonus.

Carrie Dwyer of The Charles Schwab Corporation followed closely as the second highest-paid female GC with a US$3.2m compensation

package in her pocket, which included a bonus of US$2,701,715.

The remaining top 10 were: Carol Ann Petren, Cigna Corporation, $2,710,962; Lauri Shanahan, The Gap Inc, US$1,557,116; Kathleen Karelis, L-3 Communications Holdings Inc, US$1,200,000; Ellen Kaden, Campbell Soup Co, US$1,127,377; Suzanne Bettman, RR Donnelley & Sons Co, US$1,092,824; Maura Smith, International Paper Co, US$1,074,425; Fay Chapman, Washington Mutual Inc, US$1,062,000; Mary Gustafsson, Trane Inc, US$1,025,700; Candace Cummings, VF Corporation, US$981,000; and Laura Stein, The Clorox Co, US$925,000.

►► Global M&A crisis deals – the story so far Deal value (US$bn) 44.4 21.9 15.1 15.0 14.4 9.0 6.9 6.7 5.8 5.4 5.0 4.5 4.4 3.9 3.4

Target

Acquirer

Merrill Lynch HBOS Wachovia UBS (Sub-prime UBS and Alt-A Portfolio) Dresdner Bank Morgan Stanley (21%) Fortis Bank (Belgium) (49%) Merrill Lynch Fortis Bank (Netherlands) (49%) Merrill Lynch (stake) Goldman Sachs (9.25%) Barclays (10%) Northern Rock (Lifetime Home Equity Release Mortgages) Deutsche Postbank (29.75%) Merrill Lynch (stake)

Bank of America Lloyds TSB Wells Fargo BlackRock Commerzbank Mitsubishi UFJ Financial Group State of the Netherlands Lone Star Funds State of the Netherlands Kuwait Investment Authority; Korea Investment Berkshire Hathaway Qatar Investment Authority; Challenger Universal JPMorgan Chase Deutsche Bank; Morgan Stanley Temasek Holdings Source: Financial Times ISSUE 5.11

LONDON

伦敦

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PARIS

巴黎

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HONG KONG

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香港

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SINGAPORE

新加坡

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BRISBANE

布里斯本

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MELBOURNE

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PERTH

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墨尔本

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柏斯

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SYDNEY

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悉尼

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AUCKLAND

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奧克兰

WELLINGTON

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威灵顿

We can help you weather the storm In-house

Private Practice

Leadership Role (14 yrs pqe) Beijing Would you like to lead major billion

Partner Shanghai or Beijing Do you have a strong portable China-focused corporate/M&A business? A dynamic US law firm with a growing China practice is seeking to expand its team. The China practice has strong support from the US offices. You may be located in Shanghai or Beijing. Ref: 6423/CB

dollar deals in China for a Fortune 500 company? You will be responsible for the legal issues of a key business unit in a major international energy company and will manage a legal team. Incumbents need at least 14 years of corporate and commercial legal experience, preferably in a multinational or top law firm. Fluent Mandarin and English are essential. Ref: 7142/CB

Legal Director (10+ yrs pqe) Shanghai This is an excellent opportunity to

take up a management position in a leading European company. You will report directly to the American managing director in Shanghai. You must be a PRC lawyer with a minimum of 10 years corporate and commercial legal experience, including as an in-house counsel. Must have a mature approach and speak fluent English and native Mandarin. You will work closely with the energetic Europeanbased international legal team. Ref: 7784/CB

Senior Legal Counsel (10 yrs pqe) Shanghai Large multinational seeks someone to assist the GC covering the North Asia region. Role will analyze legal risks, develop the legal department and support compliance efforts. Ideally, candidates have solid experience gained in-house from international MNCs, as well as private practice background. You must be able to lead a team and have superior communication skills in oral and written Chinese and English. Frequent travel will be expected. Ref: 7864/CB Asia Legal Counsel (6-8 yrs pqe) Shanghai

Leading US technology company has a unique opportunity for a lawyer with 6-8 years of commercial legal experience to work on regional projects throughout Asia. You must be proactive, able to work independently, willing to travel and speak fluent English.

The role is based in Shanghai and native level Mandarin is a plus. Lawyers from Singapore or Taiwan, as well as PRC lawyers with a flair for Asia work would be considered. Experience with software license agreements and supplier agreements is essential, and experience on FCPA/Sarbanes-Oxley compliance issues is helpful. Ref: 7807/CB

Senior Compliance Manager (6+ yrs exp) Shanghai Major multinational seeks a compliance manager to cover the Asia-Pacific region and acts as the lead corporate Ombudsperson for Greater China. Successful candidates need experience in a wide range of PRC compliance issues and have the ability to provide pragmatic advice in a fast paced environment and influence change.

Those with a legal degree will have preference. English and Mandarin Chinese language skills are required. Ref: 7836/CB

In-house Lawyer (5-7 yrs pqe) Hong Kong Corporate/commercial experience

is needed to join this blue-chip conglomerate. The role will be focused on M&A work, and the incumbent should be able to provide general legal advice on a variety of matters. Ideal candidates are ambitious with the desire to grow the business and also have good communication skills to deal with all levels of the organization. Look forward to a friendly and stable environment. Ref: 7919/CB

Corporate/Capital Markets Lawyer (4-5 yrs pqe) Beijing Magic Circle firm is hiring a mid to senior-level Hong Kong qualified lawyer with equity capital markets experience, in particular, IPOs on the Hong Kong Stock Exchange. To be considered, you need at least 4 years experience from leading international firms along with solid academics. Ref: 6633/CB Banking Associate (4+ pqe) Beijing A top international law firm seeks a

finance lawyer specialising in structured finance covering pre-IPO placement, property and leverage finance. Experience must have been gained at top firms and those with PRC experience and bar are preferred. Mandarin is ideal but not essential. Ref: 7927/CB

Senior Associate Banking/Finance (4+ yrs pqe) Hong Kong Top tier law firm requires an experienced lawyer who is HK qualified or has common law jurisdiction.

The position requires experience in acquisition finance/project finance and/or general banking finance. You must be fluent in written and spoken Chinese. Those who have trained or worked at a Magic Circle firm are preferred. Ref: 7841/CB Corporate Associate (3-5 yrs pqe) Beijing Fabulous opportunity to work with top private equity and buy-out firms on award-winning deals at this pinnacle New York firm. The position requires someone with a US JD or common wealth LLB and solid corporate transactional experience. You should have outstanding academics and experience from US or UK firm. It is mandatory for applicants to be able to read and write Chinese and speak Mandarin and English. Ref: 7868/CB Banking Associate (3-4 yrs pqe) Shanghai Mid-level litigation lawyer sought by this Magic Circle firm. You will need PRC qualification and strong dispute resolution and/or financial regulatory experience and ideally, financial services experience. PRC financial regulatory background would be an advantage.

Chinese language skills are essential along with excellent written and spoken English. Ref: 7926/CB Litigation Lawyer (3+ yrs pqe) Shanghai Interesting mix of work awaits the successful candidate joining this international firm. Litigation work will involve general/commercial contentious matters, contract disputes and joint venture disputes. Additionally, there will be some shipping matters so marine experience is advantageous but not essential. You should be able to work independently.

Chinese language skills are not critical. Ref: 7950/CB Finance Lawyer (2 yrs pqe) Beijing Make your move into this Magic Circle firm working on the finance team. The firm is looking for a mid-level internationally trained transactional finance lawyer with a commonwealth or US law degree.

Experience in lending, asset finance and/or project finance will be highly advantageous. You will need Chinese language skills. Ref: 7924/CB

HONG KONG Tel: (852) 2520 1168 Fax: (852) 2865 0925 Email: hughes@hughes-castell.com.hk SINGAPORE Tel: (65) 6220 2722 Fax: (65) 6220 7112 Email: hughes@hughes-castell.com.sg

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