ISSUE 5.6
Eastern promises Locals promoted in international firms 国际律所晋升本土律师以应对竞争
Suzhou focus Planting business in the garden city 苏州法律服务业欣欣向荣
Telecom shakeup Firms benefit from restructuring 律所为电信业重组效力
CHINA
BIG TIME CHINA’S L ARGEST L AW FIRMS
全国律师事务所规模20强 : PLUS
ASIA-PACIFIC TOP 50 LISTING
DEALS ROUNDUP LATERAL MOVES IN-HOUSE VIEW REGULATORY UPDATES UK, US REPORTS
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A year to remember
I
t was hoped that 2008 would be a year-long celebration, basking in the spotlight of the Beijing Olympics. However, the Year of the Rat has surprisingly brought a wave of devastating disasters, from the severe snowstorm at the beginning of the year to the recent earthquake in Sichuan province, which was a human tragedy on a massive scale. The earthquake also caused damage totalling in excess of US$20bn. Lawyers and firms have been among the most generous donors in support of the earthquake relief efforts. Within a week of the earthquake, lawyers from all over the country made a total donation of more than US$50m to help the victims. Large firms – including King & Wood, Jun He, Kangda, Grandall, AllBright, Liu Shen, Jincheng & Tongda and Haiwen – are among the top donors in the legal sector. A clutch of leading international firms, many with large China practices and a strong presence here, have also contributed to various relief organisations working to aid the earthquake victims. Their generosity is further proof that they are not only providing top-notch legal services to large corporations and reaping financial rewards, but also contributing to building a harmonious society. In this issue, ALB China announces this year’s ranking of the largest law firms in China and across the Asia-Pacific region, and reports on firms’ successes and growth in the past year. Although scale is not necessarily a reliable indicator of quality, large firms are able to put a greater number of lawyers onto big deals, and offer national reach and a one-stop shop for large corporate clients. This is much of what the ALB China 20 is about: growth and the sometimes uncomfortable issues that growing can bring. Conversations with top lawyers reveal an array of concerns about the growth of the legal industry, including: Where will the necessary talent be found to handle the ever-expanding amount of work? How can a consistency of client experience be assured? Already, there is evidence that many local firms have recognised management structures as the key advantage in a competitive market and are proactively dealing with the need to change. Change can be painful, but some firms have started reforming their management systems. They are pioneering the search for the right balance between individual incentives and collective interests, which will help them develop specialised practice groups, improve quality of service and sustain growth.
Although scale is not necessarily a reliable indicator of quality, large firms are able to put a greater number of lawyers onto big deals
2
IN THE FIRST PERSON “In-house practitioners in Beijing are usually more sophisticated and functional than those in other cities” Liu Hongqiang, general counsel, China Electronic System Engineering Corporation, on the benefits of Beijing (p42)
“The top priority of our business development has shifted away from growing in size to growing in strength and quality” Tong Xin, managing partner at Guanghe, on why his firm made the ALB China 20 list (p36)
“We see Suzhou as an upcoming high-tech, services-driven business centre that offers significant corporate finance and investment work opportunities” Zhao Xiaohong of King & Wood reveals why her firm is tapping into Suzhou’s potential (p12)
CHINA
ISSUE 5.6
3
CONTENTS >>
contents
ALB CHINA ISSUE 5.6 42
36
COVER STORY 36 ALB China 20 Once again, ALB China has ranked the largest firms in China in a comprehensive annual report revealing which firms are enjoying a bounty of work and strong growth
ANALYSIS 6
11
14
Telecom sector shakeup The latest round of restructurings in the telecommunications industry will create opportunities for law firms, and a number of international and domestic firms have been helping the key players redefine the boundaries Suzhou: a promising market in YRD A pro-business government, a continued inflow of FDI and a maturing entrepreneurship make Suzhou a strategic location for national firms Local partners in international firms With increased competition from quickly maturing local firms, international firms in the region are promoting local lawyers to partnership to support their commitment in the emerging markets
FEATURES 42 ALB Special Report: China 2008 ALB China takes a look at the legal service industry in a number of leading economic centres in the country
4
54 ALB In-house Legal Summit Shanghai The issues that in-house lawyers face are increasingly diverse, especially in the context of a fast-changing regulatory environment. At this year’s In-house Legal Summit in Shanghai, corporate counsel discussed the most topical legal issues
54
6
COMMENTARY 24 UK report 25 US report 18 Singapore: LOO & PARTNERS 19 International tax: AZURE TAX 20 IP: ROUSE & CO
56 AM Law 100 As the influx of US firms into China and the rest of Asia continues, new arrivals are finding that a reliable model for success is hard to find
21 Shanghai: Llinks
REGULARS
PROFILES
6
16 Blancpain
NEWS • Tahota joins SGLA alliance • Salans gets serious about China growth • Weil Gotshal lands in Beijing • Italian firm expands in Asia through merger • Shanghai Bar elects new leaders • Jian Wei opens branch office in Hangzhou • Jones Day hires partner from King & Wood • Zhonglun expands head office
59 Sign off
22 Regulatory: Paul Weiss 23 Arbitration: SIAC
17, 27
Zhonglun W&D
29 Rouse & Co 32 Omega 47 Grandall Legal Group 48 Run Ming 51
Harneys
ALB ISSUE 5.6
NEWS | analysis >>
► CHINA NETCOM MERGER WITH CHINA UNICOM US$23.8bn Firm Linklaters Shearman & Sterling
Telecom industry shakeup begins with two mega deals
W
hile China’s telecommunications industry remains a tightly restricted area to foreign investors, international firms continue to be beneficiaries of this lucrative market. Many international firms have cashed up on overseas IPOs and expansions of major telcos, such as China Mobile, China Unicom, China Netcom and China Telecom since 1997. In recent years, local firms have also been playing an increasingly important role in multi-billion dollar, cross-border transactions of large, state-owned telcos. By being involved in two landmark telecom transactions announced recently, both international firms – including Linklaters, Shearman & Sterling, Freshfields Bruckhaus Deringer and Sullivan & Cromwell – and local firms – including Jingtian & Gongcheng and Commercial & Finance – are enjoying their share of the limelight in the world’s largest telecom industry. The two deals have a combined value of US$39.6bn and mark
6
the commencement of a major restructuring in the telecom sector, which is designed to create a more level playing field for operators. China Unicom and China Netcom, both listed on the Hong Kong stock exchange, announced on 2 June 2008 a proposed merger through a scheme of arrangement. Under the proposal, holders of China Netcom shares and American depository shares (ADSs) will receive China Unicom shares or ADSs with an aggregate value of US$23.8bn, based on the most recent closing price of China Unicom shares. The transaction is expected to close by the end of 2008 and will be subject
Lead partner Celia Lam, Teresa Ma Lee Edwards
Freshfields Bruckhaus Deringer
Teresa Ko
Sullivan & Cromwell
Chun Wei
Client HK counsel to China Netcom US counsel to China Netcom Hong Kong counsel to China Unicom US counsel to China Unicom
to a number of customary closing conditions, including the approval of shareholders of both Netcom and Unicom, and receipt of the required regulatory approvals. If completed, the merged group will create a provider of integrated services – including mobile and fi xed-line telecommunications, broadband, data and value-added services – which has 23.76 billion shares with a total value of approximately US$63.28bn. In this merger, a Linklaters team led by partners Celia Lam and Teresa Ma has been advising China Netcom on Hong Kong Law, while a team of Shearman & Sterling led by partner Lee Edwards has been acting as China Netcom’s US legal counsel. China Unicom has instructed Freshfields Bruckhaus Deringer to be its Hong Kong legal counsel and Sullivan & Cromwell to be its US counsel. “We’re delighted to act for our longstanding client China Netcom on this important transaction, which is central to the current restructuring of the Chinese telecom industry,” Edwards said. The merger is currently between the Hong Kong-listed China Unicom Limited and the China Netcom Group Corporation (Hong Kong) Limited, but not a merger between their mother companies. This may be part of the reason why no PRC firm has been involved.
“Change usually brings opportunity, and therefore it’s an exciting time for us to be helping the key players redefine the boundaries” CELIA LAM, LINKLATERS ISSUE 5.6
NEWS | analysis >>
China Telecom’s US$15.8bn proposed acquisition of China Unicom’s CDMA business was announced on the same day as the merger. Jingtian & Gongcheng and Commercial & Finance were sought
by China Telecom and China Unicom, respectively, to advise on PRC law in the acquisition. Linklaters, Freshfields and Sullivan & Cromwell have also been involved in this transaction. As neither of the deals are completely
► CHINA TELECOM’S ACQUISITION OF CHINA UNICOM’S CDMA BUSINESS US$15.8bn Firm Jingtian & Gongcheng Linklaters Commerce & Finance Freshfields Bruckhaus Deringer Sullivan & Cromwell
Lead partner Paul Chow Teresa Ko Chun Wei
Client PRC counsel to China Telecom International counsel to China Telecom PRC counsel to China Unicom Hong Kong counsel to China Unicom US Counsel to China Unicom
closed, none of the firms are willing to provide further details. However, as industry restructuring continues, it will inevitably spark a significant amount of big deals. Large law firms will continue picking up the bulk of these multibillion dollar deals. “These deals are significant because they signal a major restructuring in an industry that has shown exponential growth in the last 15 years or so,” said Lam. “Change usually brings opportunity, and therefore it’s an exciting time for us to be helping the key players redefine the boundaries.” ALB
两宗巨额交易启动电信行业重组 尽管中国电信行业仍然严格限制外国投资者 进入，国际律师事务所却仍将继续在这一
机遇众多的市场获益。 自1997年以来，中国移动、中国联通、中国 网通和中国电信等大型电信企业的海外IPO令众 多跨国律师事务所收益颇丰。 近年来，在大型国有电信企业高达数十亿的 跨境交易中，中国本土律师事务所也发挥着日 益重要的作用。 跨国律师事务所年利达、Shearman & Sterling、富而德、Sullivan & Cromwell以及国 内律师事务所竞天公诚和通商参与近期公布的两 宗巨额电信交易，分享全球规模最大电信行业的 法律服务市场份额。 两宗交易合计价值高达396亿美元，标志着中 国电信行业开始大规模重组，旨在为运营商创造 层次更多的市场空间，形成新的市场竞争格局并 提升行业竞争程度。 2008年6月2日，均已在香港证交所上市的中国 联通和中国网通在香港宣布拟通过换股方式实现
www.asianlegalonline.com
合并，成立新的中国联通。根据合并方案安排， 每股中国网通股份将换取1.508股中国联通股 份，每股中国网通美国存托股份换取3.016股中 国联通美国托存股份，股价以中国联通的最新收 盘价为准，交易价值合计 238亿美元。 预计合并将于2008年年底完成，但受多项成交 条件的限制，包括网通和联通股东的批准和获得 监管机构的必要批准。 交易完成后，合并组建的集团公司将成为综合 电信服务提供商，包括手机、固定电话、宽带、 数据和增值服务，股本达237.6亿股，合计价值 约为632.8亿美元。 合伙人Celia Lam和Teresa Ma负责的年利达 业务团队为中国网通提供香港法律咨询服务， 合伙人Lee Edwards 负责的Shearman 业务团 队担任中国网通的美国法律顾问。中国联通则 委托富而德担任香港法律顾问，并委托S&C担 任美国法律顾问。 Shearman在北京的并购业务合伙人Lee Edwards表示：“能够获长期客户中国网通的委
托提供法律服务，参与对中国电信行业重组具有 重要意义的核心交易，我们深感荣幸。” 合并仅限于在香港上市的中国联通有限公司和 中国网通集团（香港）有限公司，并不涉及各自 的母公司。这可能是没有中国本土律师事务所参 与的部分原因。 此外，中国电信以158亿美元收购中国联通 CDMA业务的计划亦于同日公布。 中国电信和中国联通分别委托竞天公诚和通商 律师事务所为交易提供中国法律顾问服务。年利 达、富而德和S&C亦参与该项交易。 由于两宗交易均尚未完全结束，各事务所都不 愿进一步披露交易详情。但随着行业重组的继续 深化，将催生大批大型交易。律师事务所将继续 在价值高达数十亿美元的交易中获益。 年利达北京办事处负责人Celia Lam表示：“此 类交易意义重大，原因在于，交易标志着过去15 年飞速增长的电信行业开始大规模重组。变革将 带来机遇，因此，能够有机会帮助重量级电信企 业重新确定业务边界，令我们倍感兴奋。”
7
NEWS | deals >>
deals in brief
| HONG KONG | ► BARING PRIVATE EQUITY ASIA INVESTMENT FUND US$1.52bn The largest regional growth equity fund ever raised for Asia Firm: Debevoise & Plimpton Client: Baring Private Equity Asia Lead lawyers: Andrew Ostrognai, Gerard Saviola • Fund, known as Baring Asia Private Equity Fund IV, to target companies in the alternative energy, media, financial services, consumer and industrial sectors • Fund will target companies of between US$100m to US$500m value with operations in China, India, Japan, Singapore, Hong Kong, Taiwan or South East Asia, that require capital for expansion, recapitalisation or for M&A purposes • Baring Asia now has US$2.5bn in assets under advisory • Fund IV, which had an original target of US$1bn, was heavily oversubscribed and had to raise its hard cap fundraising limit to account for high investor demand and still turned away a substantial amount of investor demand • Investors in Fund IV include Ontario Municipal Employees Retirement System (OMERS), Partners Group, University of Texas Endowment, Universities Superannuation Scheme of the UK, Goldman Sachs Asset Management, Pantheon and Global Investment House • Approximately half the investors came from North America, a quarter from Asia, and a quarter from the Middle East and Europe
| CHINA | ► ASIA PACIFIC LAND PURCHASE OF THE CENTER OFFICE BUILDING Largest ever single asset real estate deal in PRC history Firm: Paul Hastings Client: Asia Pacific Land Lead lawyer: David Blumenfeld Firm: Allen & Overy Client: Senior lender Firm: Deacons Client: Hutchison Whampoa Group
8
subsidiary company • The Center is a Shanghai trophy office building located in Puxi. It was purchased from David Blumenfeld, a Hong Kong Paul Hastings Stock Exchangelisted Hutchison Whampoa Group subsidiary for approximately US$650m • APL is a privately owned real estate investment, development and asset management company, which makes investments in real estate transactions in China, Japan and other countries throughout Asia
| CHINA | ► POLY (HONG KONG) INVESTMENTS LIMITED SHARE SWAP DEAL First share swap transaction approved under China’s new M&A Rules Firm: Paul Hastings Client: Poly (Hong Kong) Investments Limited Lead lawyers: Chau Ho, Steve Woo
Chau Ho, Paul Hastings
Firm: Beijing Alliance Law Client: Poly (Hong Kong) Investments Limited • Poly (Hong Kong) Investments Limited is a company incorporated in Hong Kong and listed on the Hong ISSUE 5.6
NEWS | deals >>
► YOUR MONTH AT A GLANCE Firm
Jurisdiction
Deal name
Allen & Overy
China
New City Corporation refinancing
120
Real estate, finance
Beijing Alliance Law Firm
China, HK
Poly (Hong Kong) Investments Limited share swap deal
200
Equity
Commerce & Finance
China, Singapore
Country Garden convertible bonds issue
600
Debt market
China
Nine Dragons Paper senior notes offering
300
Debt market
Conyers Dill & Pearman
China, Singapore
Country Garden convertible bonds issue
600
Debt market
China
Nine Dragons Paper senior notes offering
300
Debt market
Davis Polk & Wardwell
China
Nine Dragons Paper senior notes offering
300
Debt market
Debevoise & Plimpton
Hong Kong
Baring Private Equity Asia fund establishment
DLA Piper
China, HK, US
Heckmann Corporation acquisition of China Water and Drinks
625
M&A
Freehills
China, Australia
Upper Horn Investments (Australia) Pty Ltd acquisition of interest in Whitehaven Coal Limited Narrabri Coal Project
65
M&A
Freshfields Bruckhaus Deringer
China
China Communications Services Corporation share placement
214
Equity
China
Belle share placement
Undiscl.
Equity
China,HK
Yara divestment of China BlueChemical stake
Undiscl.
M&A
China
China International Exhibition Center’s New Venue Project
Kong Stock Exchange • Shenzhen Poly Investments Co Limited is a company incorporated in Shenzhen • Deal saw Poly (Hong Kong) Investments Limited acquire the entire equity interest in Shenzhen Poly Investments Co, from China Poly Southern Group Limited, a wholly owned subsidiary of China Poly Group • Acquisition was funded by Poly (Hong Kong) Investments Limited issuing and allotting new shares to Poly Southern Group Limited • Completion of deal was significant given China’s introduction of new M&A rules in August 2006, which only allow overseas investors to invest in Chinese firms through share swaps in certain defined circumstances
Guantao Law Firm
Firm: DLA Piper Client: Heckmann Corporation Lead lawyers: Stephen Peepels, Steven Pidgeon
Stephen Peepels, DLA Piper
Firm: Thelen Reid Brown Raysman & Steiner Client: China Water www.legalbusinessonline.com
428
Project finance, property development
Puyang Refractories Group IPO
China
Nine Dragons Paper senior notes offering
300
Debt market
Jingtian & Gongcheng
China, Singapore
Country Garden convertible bonds issue
600
Debt market
King & Wood
China
New City Corporation refinancing
120
Real estate, finance
Linklaters
China, Singapore
Country Garden convertible bonds issue
600
Debt market
Maples and Calder
China
New City Corporation refinancing
120
Real estate, finance
Morrison & Foerster
Hong Kong, Philippines
Intelli-Media Group (Holdings) proposed crossborder acquisition of Philippines mining company
730
Equity
Hong Kong
Asia Cement Hong Kong IPO
238
Equity
China, HK
Poly (Hong Kong) Investments Limited share swap deal
200
Equity
China
Asia Pacific Land purchase of The Center office building
650
Property
Sidley Austin
40
Finance
China
| CHINA/HK/US |
IPO via special purpose acquisition company
1,520
Practice
Jun He Law Offices
Paul, Hastings, Janofsky & Walker
► HECKMANN CORPORATION ACQUISITION OF CHINA WATER AND DRINKS
A$m
Equity
China
Nine Dragons Paper senior notes offering
300
Debt market
China, Singapore
Country Garden convertible bonds issue
600
Debt market
China, US
LDK Solar private placement of convertible senior notes
400
Debt market
Skadden Arps
China
New City Corporation refinancing
120
Real estate, finance
Thelen Reid Brown Raysman & Steiner
China, HK, US
Heckmann Corporation acquisition of China Water and Drinks
625
M&A
Troutman Sanders
China
New City Corporation refinancing
120
Real estate
Zhonglun W&D
China
New City Corporation refinancing
120
Real estate, finance
Does your firm’s deal information appear in this table? Please contact Renu Prasad
renu.prasad@keymedia.com.au
61 2 8437 4763
9
NEWS | deals >>
cement producer in the Sichuan Region • Asia Cement shares jumped 38% in the company’s trading debut, demonstrating the sharpest rise in share value of all initial public offerings completed within the past three months. Trading closed on 20 May 2008 at HK$6.83 per share
| CHINA | ► PUYANG REFRACTORIES GROUP IPO AND LISTING ON SHENZHEN STOCK EXCHANGE Firm: Guantao Law Firm Client: Puyang Refractories Group Lead lawyers: Yang Guang, Hao Jingmei • Upon approval of China Securities Regulatory Commission, Puyang Refractories Group Co Ltd initially offered 60 million A shares. This IPO was completed with RMB287.4m raised • Puyang Refractories Group is a national high-tech enterprise of integrated technology research, manufacturing, sales, marketing and management. It is now well accepted as a market leader with a complete range of production in the sector of refractory materials in China • Refractory materials are materials which can withstand high temperatures. They are commonly used in furnaces, kilns and incinerators
| HK/CHINA | ► YARA DIVESTMENT OF CHINA BLUECHEMICAL STAKE Firm: Freshfields Bruckhaus Deringer Client: Yara International Lead lawyers: Kay Ian Ng, Som Leung Kay Ian Ng,
• Pursuant to Freshfields a strategic investment agreement, Yara initially acquired a 9% strategic stake in China BlueChemical as part of its IPO on the Hong Kong Stock Exchange in 2006 • Both companies considered the likelihood of realising the intentions in original agreement as small, due to market conditions and priorities of each company • Divestment saw Yara offer for sale 50% of its shares in China Blue Chemical Ltd • Remaining 50% of Yara’s holding is tied up under a share purchase agreement with a further lock-up period of 18 months • Yara International is a global chemical company and the number one global supplier of mineral fertilisers
• Date of listing on ShenZhen Stock Exchange was 25 April 2008
• Heckmann is the largest and first special purpose acquisition company to list on NYSE and to acquire a PRC public company • China Water, an OTCBB traded company headquartered in Hong Kong, is a leading PRC-licensed bottled water producer and distributor, with distribution in 14 provinces and regions across China • The company principally markets its own bottled water products but also supplies to global beverage companies, including Coca-Cola. China Water will operate as a wholly owned subsidiary of Heckmann • Heckmann will fund the acquisition of China Water with cash currently held in trust and new shares to be issued
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| HK/CHINA | ► ASIA CEMENT HONG KONG IPO US$238m Strong showing by Hong Kong market newcomer Firm: Morrison & Foerster Client: BNP Paribas, ABN AMRO Lead lawyers: Ven Tan, Paul Boltz • Asia Cement (China) is one of the leading integrated cement producers in the Central Yangtze River Region and a major integrated
Ven Tan, Morrison & Foerster
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SUZHOU
Planting business in the garden city | AUSTRALIA/CHINA | ► UPPER HORN INVESTMENTS ACQUISITION OF INTEREST IN WHITEHAVEN COAL LIMITED NARRABRI COAL PROJECT Firm: Freehills Clients: Yudean Group Lead lawyers: Philip Christensen, Gary Campbell • Upper Horn Philip Christensen, Investments is Freehills wholly owned subsidiary of Yudean Group • Transaction sees Upper Horn Investments (Australia) take 7.5% interest in Australian-listed Whitehaven Coal Limited’s Narrabri Coal Project. Transaction establishes the Narrabri Coal Joint Venture • Upper Horn will contribute to future development costs of the Narrabri Coal Project in line with its ownership ratio and in turn securing valuable coal offtake rights over the life of the Narrabri Coal Project based on market prices for coal • Yudean Group is one of China’s top 100 strongest enterprises and the sixth largest power group in China • The Narrabri Coal Project is located south of the township of Narrabri in the state of New South Wales, Australia. The project is expected to start coal production in the first half of 2009. Construction of the Kamilaroi Highway intersection and railway crossing which gives access to the mine site is nearing completion www.legalbusinessonline.com
King & Wood’s and Hong Kong firm Ng & Shum’s arrival in Suzhou has inspired firms to seriously consider offering clients on-the-ground capability. ALB China reports
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uzhou’s beautiful gardens make the city one of the most attractive destinations for tourists, while its first-rate industrial parks and probusiness local government have attracted a significant number of foreign investors and Chinese entrepreneurs. With the largest economy in Jiangsu province, Suzhou recently lured King & Wood and Hong Kong firm Ng & Shum to set up shop in the city. King & Wood received a licence to open a branch office in Suzhou this January, and now the Suzhou office – the 11th address of the firm’s national network – is fully functional with three partners, and 11 associates and assistants. The office is headed by partner Zhao Xiaohong (the head of King & Wood’s corporate finance practice in the YRD region) and focuses mainly on the practice areas of securities and corporate fi nance, M&A, general corporate and labour law. Given the fact that King & Wood already has a strong presence in both Shanghai and Hangzhou, questions have been raised by its peers about the motivation to establish an office so close to two others. Does it make good business sense to have three offices in the YRD region? “Client demand in Suzhou for quality and real-time services has been increasing tremendously, and it’s come to the point where we have to have a physical presence here to be able to meet those needs,” Zhao explained. Zhao uses the employment and labour law practice as an example. With an enormous
labour force and newly enacted Labor Contract Law, legal support and compliance advice to corporate employers is in high demand in Suzhou. “Although Suzhou, Shanghai and Hangzhou are very close to each other, different provinces and cities have different local regulations in relation to important corporate issues, including labour and environment. We need dedicated lawyers to provide high quality, local Suzhou legal and regulatory advice,” said Zhao. If client demand is the driving force for King & Wood to land in Suzhou, the city’s growth potential in the high-end legal services market is a key factor in its lure. “Suzhou is often stereotyped as a manufacturing base where lawyers only do ‘plain vanilla legal work’. But we see the city as an upcoming, high-tech, servicesdriven business centre that offers significant corporate finance and investment work opportunities,” said Zhao. Many of the Fortune 500 companies with a presence and facilities in Suzhou have already been clients of the firm. So what the firm is really hoping for in Suzhou is to acquire new clients from the city’s dynamic and quickly maturing private sector – particularly companies that need to raise capital for further expansion. “There are a large number of good quality companies in Suzhou that are maturing and looking to be listed at home and abroad. There are also a large number of fastgrowing start-up companies that will want 11
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“Suzhou is often stereotyped as a manufacturing base where lawyers only do ‘plain vanilla legal work’. But we see the city as an upcoming, high-tech, services-driven business centre that offers significant corporate finance and investment work opportunities” ZHAO XIAOHONG, KING & WOOD to raise capital on Shenzhen’s Nasdaqstyle second exchange board to support their growth. They form a large part of our potential clients in Suzhou,” said Zhao. To show the firm’s commitment to this emerging market, Zhao and another corporate finance partner have been relocated from Shanghai to Suzhou, and will spend most of their time developing new clients and servicing existing clients in Suzhou. Zhao is expected to increase the number of lawyers in the Suzhou office to 40 in the next year or two. Hong Kong firm Ng & Shum held the opening ceremony of its third mainland representative office in Suzhou a month before King & Wood celebrated its official opening. Ng & Shum is the first Hong Kong firm to establish a presence in Suzhou. Its new office has a special mission and primarily focuses on providing legal representation and advice to Taiwan companies in Suzhou and the YRD region. Since 2000, the firm has been advising Taiwan investors and companies in Suzhou in association with Taiwan firm Chiao, Lin & Associates; the establishment of a representative office is a consolidation of existing practices. “In Suzhou – especially Kunshan, locally known as ‘little Taipei’ – there has been an influx of business and investment from Taiwan,” said Ng Siu-Pang, managing partner of Ng & Shum. “The need for Taiwan and international related legal services in Suzhou has been increasingly strong.” Taiwan law firms are currently unable to set up representative offices in China, so by hiring Taiwan legal counsel to work in the Suzhou office, 12
Ng & Shum can help solve the supply shortage problem. “Hong Kong is always acting as a bridge between Taiwan and the mainland. As a Hong Kong firm, our mission is to provide a platform where mainland, Hong Kong and Taiwan lawyers can work together and provide better cross-border representations to their clients in the Greater China region,” said Ng. “We’re contributing to improve cross-strait relations.” When a firm enters new turf, local firms in the region often have varying reactions. In Suzhou, the responses of local professionals to these two new entries have been largely friendly and welcoming. “Legal services and other professional services are very much in demand as the number of foreign companies and domestic enterprises in Suzhou increases and evolves,” said Shao Lvwei, managing partner of Suzhou firm New Talent and the vice president of the Jiangsu Lawyers Association. “The Suzhou government has set out several measures to boost the service industries, so the arrivals of first-tier national firms and Hong Kong firms are welcomed because they’ll facilitate the city’s sustainable economic growth and services companies in the city,” said Shao. “The number of famous law firms in town is a good reflection of how buoyant and dynamic the legal service market is. Their entries have put some pressure on local firms, but the pressure will drive us to improve our management structures and services quality,” he added. The continued inflow of FDI and the maturing entrepreneurship provide fertile ground for law firms in Suzhou to thrive. ALB
在园林城市 丽的园林让苏州成为著名的旅游胜地，一流 的工业园及以商业为重的政策同样吸引力了 广大海内外投资者来此投资。 作为江苏省经济规模最大的城市，苏州日前引 来了金杜律师事务所和香港吴少鹏律师事务所在 此设立分支机构。 今年1月，金杜律师事务所获得在苏州开办分公 司的执照。该事务所所在中国的第11个分支 — 苏 州分所现已全面运营，分所共有3名合伙人和11名 律师及助理。 新分所由合伙人赵晓红带领，业务以证券及 公司金融、并购、一般公司及劳动法方面的事 务为主。 金杜已在上海及杭州占据稳定市场份额，有 同行质疑这个网络遍布全国的事务所为什么要 在离另外两间分所如此之近的地方再成立一家 分所，在长三角地区设立三个办公室能否创造 商业价值？ 就这些问题，赵晓红律师指出：“苏州客户对 优质实时服务的需求飞速增长，客户需求要求我 们在这里成立服务实体。” 赵律师还就雇佣及劳动法事务进行了举例说 明。由于苏州拥有大量劳动力，加上新出台的劳 动合同法，苏州企业雇主对法律支持和合规咨询 的需求很大。 她表示：“苏沪杭三地的确相距不远，但不同省 份、不同城市在公司事务方面有着不同的地方法 规，特别是在有关劳动力和环境的地方政策上存 在相当的差异。我们需要专门的律师来为苏州当 地客户提供高品质法律及法规咨询服务。” 如果说吸引金杜来到苏州的原因是客户需求， 那么当地高端法律服务市场的增量则是金杜将苏 州作为战略要地的理由。 赵晓红称：“人们通常把苏州看做一个制造基 地，认为这里的律师只能做些一般性的法律工 作。但我们认为这个城市将成为一个以服务业为 导向的高科技商业中心，存在着巨大的公司融资 及投资业务商机。” 不少在苏州设点办厂的世界500强企业都已是 金杜的客户，而购买高端法律服务通常是由这些 公司在北京或上海的地区总部决定。因此，事务 所对苏州的真正期望是从苏州蓬勃发展及迅速成 熟的私营企业中发展新客户，尤其是那些因进一 步扩张而需融资的国内企业。 担任金杜长三角地区公司融资部主管的赵晓红 表示：“苏州有不少成熟的优质企业，它们希望 能在国内外交易所上市。同时，也有不少成长迅 速的创业公司希望在深圳的创业板融资，以支持
美
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开花结果 企业成长。他们构成了我们在苏州潜在客户群的 一个主要部分。” 为了表明事务所对这个新兴市 场的重视，赵晓红与另一名企业融资合伙人已从 上海调到苏州，他们的主要任务就是发展新客户 及为苏州现有客户提供服务。 赵晓红计划在未来一两年内将苏州分公司规模 扩大到40名律师。 在金杜庆祝苏州分所正式开业前的一个月，香 港吴少鹏律师事务所亦在苏州举行了其在大陆第 三家代表处的开业庆典。吴少鹏律师事务所是首 个在苏州开代表处的香港事务所。其新办公室负 有特殊使命，主要是为苏州及长三角地区的台资 企业提供法律代表及法律咨询服务。 该事务所自2000年以来便与台湾事务所信和国际 律师事务所联合向苏州的台湾投资者及企业提供法 律意见，办事处的成立令现有业务更加巩固。 吴少鹏律师事务所的管理合伙人吴少鹏表示：“ 在苏州，尤其是在当地有“小台北”之称的昆山市有 不少来自台湾的企业及投资者。苏州对与台湾及 国际相关的法律服务的需求日益增强。” 目前，台湾律师事务所尚无法在中国设立办事 处，吴少鹏律师事务所通过聘请台湾法律顾问到 苏州办事处工作，解决了供应不足的问题。 吴少鹏指出：“香港一直扮演着沟通台湾与内 地的桥梁。作为一间香港事务所，我们的任务是 提供一个平台，让内地、香港及台湾的律师能够 相互交流合作，为大中华地区客户提供更优质的 跨边界法律代表服务。同时，我们也致力于为改 善海峡两岸关系作出自己的贡献。” 通常，对于新外地事务所的进入，本地事务所 会有不同反应。但总体而言，苏州本地律师界对 这两间新事务所的进入持欢迎态度。 苏州新天伦事务所的管理合伙人兼江苏省律师 协会副会长邵吕威律师表示：“随着苏州国内外 企业数量不断增加，本市对法律服务及其他专业 服务需求增长强劲。” 邵吕威指出：“苏州政府出台了若干措施推动 服务业发展，我们欢迎国内及香港一流事务所来 苏设点，因为这些事务所将推动苏州经济持续增 长，带动苏州服务类公司不断发展。” 他补充道：“本市著名律师事务所的数量就很 好地证明了这里法律服务市场的繁荣程度。它 们的进入虽然给本地事务所带来了一定压力， 但这种压力会促使我们优化管理结构，提高服 务质量。” 外商直接投资的不断涌入以及本地企业的进 一步成熟，为苏州的律师事务所提供了一片发 展沃土。 www.legalbusinessonline.com
BlackBerry and iPhone updates on horizon In news this week to excite those tied to their mobile e-mail, RIM, the BlackBerry company, has announced its next-generation device, dubbed “BlackBerry Bold”. The new handset features 3G mobile capabilities, wifi (802.11 a/b/g) and Bluetooth connectivity, a half-VGA (480x320 resolution) colour LCD, built-in GPS and a 2 megapixel camera. For those looking to use their BlackBerry as a music player, the device also allows the addition of an SD card and software to sync your iTunes play lists. With such impressive specs, the only real competition in that space is likely to come from Apple’s iPhone. Vodafone and Singtel (Optus etc) have already announced that they will be carrying the device and the rumour mill is rife with stories of a 3G version. Now lawyers will just have to convince their IT departments to support it. Industry musical chairs Job-hopping has been a feature of the legal IT world over the past month. In Australia, Paul Wyatt joins the ranks of those moving on from LexisNexis Visualfiles. His new role is BDM for NSW with Law In Order, which specialises in litigation document management, e-discovery and document copying and scanning. On the international front, Kaye Sycamore, one of the founders of Keystone (now Aderant), has resigned from her role as vice president international at Thomson Elite. Sycamore is off to join start-up Chrome River with fellow Elite alumni Alan Rich, Dave Terry and Anne Becknell. Chrome River (www.chromeriver.com) looks interesting. It’s a law firm-orientated expense reporting system, utilising the still emerging (at least for law firms) model of software as a service. We really like the way their products page has customised pitches for CFOs, CTOs, managing partners, lawyers, practice group leaders and others.
Microsoft release XP SP For the law firms still using Windows XP (that’s almost everyone), Microsoft has released Service Pack 3 as an automated download. As with any of Microsoft’s service packs, it’s probably worth waiting a few months until the not insubstantial bugs are ironed out. The most significant appears to be an issue where systems are going into an eternal reboot cycle. From the discussions on the web, the issue appears to be related to AMD processors although Microsoft is yet to issue an official statement on the matter. New practice management player Clickone, a new practice management product, has quietly slipped into the Australian market (www. clickone.com.au). The software, which appears to be aimed at small to medium-sized law firms, claims to be able to provide time recording, trust accounting, billing, contacts management and matter management. A little digging on the domain name reveals that the business is owned by J Cheng and B Janowski, both partners at Australian firm Berrigan Doube Lawyers. It will be interesting to see how the product fares or whether it will simply be sucked into the LexisNexis vortex like everything else. DocsCorp partners with DocAuto Australia-based firm DocsCorp has continued its impressive foray into the international market with the announcement of an alliance with similarly branded US firm DocAuto. DocAuto is primarily known for its Interwoven Worksite plug-ins to enable “matter-centric” work, but had also previously developed a PDF application, MakePDF. The deal means that DocAuto will discontinue development of MakePDF, with current users being offered special pricing to migrate to the DocsCorp product, pdfDocs. With DocAuto’s client base of over 300 law firms, the move will give DocsCorp access to an even greater chunk of the US market. Chris McLean is an IT specialist, former lawyer and currently director of information management at Sparke Helmore. E-mail chris.mclean@sparke.com.au
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news in brief >> ZHONGLUN W & D BUILDS MORE BRIDGES TO EUROPE Nearly two years after the opening of its office in London – the first office of a Chinese firm in that city – Zhonglun W & D has consolidated its UK and European credentials with the announcement of more official associations with firms in the region. The firm has signed agreements with Grundberg Mocatta Rakison in London and with ADV of Florence, Italy. Grundberg corporate partner Richard Beresford is now serving as a consultant to Zhonglun W & D. The firm also assists domestic clients in France in association with a French firm. Zhonglun W & D hopes to penetrate the north of England through an agreement with a Leeds-based firm in the near future.
中伦文德搭建更多中欧合作桥梁
继中伦文德律师事务所成立伦敦办事处（伦敦首 个中国律师事务所办事处）两年后，中伦文德正 在努力加固其在英国和欧洲的专业资源，并表示 将与该地区更多的律师事务所开展正式合作。 中伦文德与伦敦的Grundberg Mocatta Rakison 律师事务所和意大利的ADV of Florence律师事 务所分别签署了合作协议。Grundberg公司业务 合伙人Richard Beresford现任中伦文德的法律顾 问。事务所亦协助与法国有业务往来的国内客户 开展业务。 中伦文德期望近期与位于利兹的事务所建立合 作关系，进入英国北部市场。
Partnership promises Credit crunches, oil shocks and economic slow-downs may be giving Western economies a kick, but for their far-flung law firms, there has never been a better time to be on the partnership track
BEIJING GAOPENG SERVICES BANKS IN SHANGHAI AND TIANJIN Beijing-headquarterd Gaopeng has beaten rival offers and won retainer contracts with China Development Bank, Shanghai branch, and Industrial and Commercial Bank of China, Tianjin branch. Gaopeng’s Shanghai and Tianjin branch offices have played a key role in winning these mandates. Shanghai partner Xie Xiangyang and Tianjin partner Yuan Xiaoguang are the lead partners to service CDB in Shanghai and ICBC in Tianjing.
北京高朋服务上海和天津银行客户
总部位于北京的高朋律师事务所击败竞争对手， 赢得为国家开发银行上海分行和中国工商银行天 津分行提供法律服务的机会。 该所上海分所与国家开发银行上海分行正式签 署国家开发银行涉外项目常年法律顾问协议, 由合 伙人谢向阳牵头为国家开发银行涉外项目提供常 年法律顾问服务。其天津分所入选中国工商银行 天津分行08年度法律服务机构, 由合伙人袁晓光牵 头为工商银行天津分行提供相关法律服务。
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ocation, location, location: the old mantra for real estate success has lately been adopted by some of the world’s top law firms. In a shift prompted as much by economic slow-downs in their own countries as by the growth of business abroad, a number of major law firms in the UK, US and Australia are naming increasing numbers of partners in their Asian offices. Consider Londonbased international commerce stalwart Holman Fenwick Willan. In its most recent tranche of partner announcements, four out of the eight promoted attorneys hailed from the firm’s Asian outposts: two in Hong Kong, one in Singapore and one in Shanghai. And while many other firms are not yet approaching the 50% mark
in their partnership announcements, it is rare today to see an international firm of any import not elevating a number of Asian-based attorneys on a regular basis. In the last two years, London’s Clifford Chance made six new partners in its Asian offices; meanwhile, earlier this year Linklaters found three of its 28 new partners in its Asian offices. While these numbers are indicative of steady growth – many London firms’ Asian partnership announcements still hover between 10% and 15% from year to year – other firms with major Asian presences such as Baker & McKenzie have been going gangbusters in ramping up their regional partner numbers. Having established its first Asian office in 1963, Bakers has ISSUE 5.6
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news in brief >> HKCCA MEMBERSHIP MADE EASY The Hong Kong Corporate Counsel Association (HKCCA) has launched a corporate membership scheme to make it more cost effective for corporations with larger numbers of lawyers to enrol all their lawyers together. The scheme is open to all companies, subject to a minimum subscription of HK$1,500, and in the first few weeks over 60 lawyers have joined. The HKCCA was formed in 2003 with the purpose of establishing a body for in-house counsel which was also run by in-house counsel. Its activities include CPD seminars and conferences, social events, serving as advocates for the in-house community and forging links with international inhouse counsel communities.
HKCCA降低会员门槛
香港公司顾问律师协会（HKCCA）启动公司会 员计划，对于律师较多的公司，如律师集体加入 协会，可享受会费优惠。计划面向所有公司，最 低入会费为1,500港元，计划启动后几周内已吸 引60余位律师入会。 HKCCA成立于2003年，旨在建立企业内部顾 问律师的专业协会，由企业内部顾问律师负责 协会运作。协会主要活动包括CPD座谈会和会 议、社交活动，促进企业内部顾问律师界的沟 通，建立本地内部顾问律师与国际内部顾问律师 界的交流。
something of a head start on other firms, many of which have come to the party only in the last decade or so. In 2007, the firm elevated 23 new partners across its Asian offices, bringing its then total Asian partner number to 275. The past year has seen a further 30 make the cut, bringing the number to 315, including both principals and local partners. “While the firm has increased its partnerships around the globe, we definitely intend on continuing this trend in Asia,” said David Jacobs, Bakers’ chairman for the Asia-Pacific region. “In Asia, we’ve increased our partner numbers in all our offices, but particularly in China, Singapore, Australia, Thailand, and Vietnam. These are both equity and non-equity partners.” www.legalbusinessonline.com
“We’re very fortunate that the firm is globally going very well, and as a result we’ve increased both partnerships and absolute profit numbers – so we’ve been pretty lucky. “Secondly, we’ve been fortunate in Asia in that we haven’t experienced the same effects of the sub-prime [crisis] and we’re seeing significant growth in China, Singapore, Vietnam, Thailand and, to some extent, Australia.” Another firm that has been making major strides in the elevation of partners across the region is Australia’s Allens Arthur Robinson, which in its 1 July 2008 partnership intake is not only elevating a number of attorneys in its Asian offices (four out of 11 partners, or 36%, versus just two Asia-based partners in last
FRESHFIELDS SETS THE BENCHMARK FOR GROWTH The decision last year by Freshfields to shed 100 equity partners has made a handsome difference to the firm’s latest profit per equity partner (PEP) figures, with its average PEP up by 39%. The average takehome for 2008 is US$2.8m. The result puts rival Clifford Chance in the shade. That firm announced last week that its profit per equity partner had grown by 13% to US$2.3m. Freshfields’ turnover was also up by 19.5%
富而德设定收入增长新基准
去年，富而德律师事务所削减 100位股权合伙人的决定令事务 所最新的股权合伙人单位利润 （PEP）大有起色，平均PEP提 高39％。2008年股权合伙人平 均实得收入达280万美元。 该业绩令对手高伟绅黯然 失色－高伟绅上周宣布，股 权合伙人单位利润增幅为 13％，达230万美元。 富而德营业额亦提 高19.5％。
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year’s intake) but is, for the first time, bringing non-common law practising partners into its inner circle. Further signalling the seriousness of the firm’s intentions towards Asia, all four of these attorneys will be brought in as equity partners. “This is really quite an interesting time for us,” comments Allens’ Jim Dunstan, executive partner in charge of the firm’s Asian operations. “We’re bringing up a partner in an Indonesian law firm, signalling our close association with his firm (Widyawan) in Indonesia, and he’ll become an international partner. “In addition, we’ll be raising up another new partner in Cambodia, Marae Cianter – an Australian who graduated from Melbourne University – and two more partners in Singapore: David Holme, who’ll focus on Indonesia, and Robert Fish, who’ll concentrate on Singapore banking.” Along with the obvious instinct to name partners in Asia because, as the American bank robber Willie Sutton famously said, “because that’s where
the money is”, the increasingly tight talent pool is another reason for firms to offer partnerships to their best and brightest. Just as universities used to be able to (and in America, still regularly do) offer tenure to much sought-after lecturers, partnership is a good way to reward and hold onto talent. “When I joined Lovells seven years ago, my analysis of the local talent markets was that although we were, at the time, behind the curve it wouldn’t be too hard for us to come into Asia and make up ground,” said Robert Lewis, managing partner of Lovells’ Beijing office. (Lovells’ most recent tranche of 18 partners, announced in April, included two in Asia, putting it well within the 10 to 15% band of comparable London firms). “But now, it’s going to be harder for new entrants to the market to catch up”. As more and more talents get snatched up into the lofty ranks of partner, “we’ll get to a stage where it isn’t easy to just come in and grab teams and collections of individuals”, said Lewis. ALB
Product Profile
Blancpain
The new Fifty Fathoms: In tune with the times
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lancpain presents two Fifty Fathoms watches of a new genre. Modern and elegant, sporty and dynamic, they will appeal to both seasoned divers and connoisseurs of fine timepieces. Equally at home on dry land or 300m under water, the new Fifty Fathoms models feature contrasting white and black shades, created to adorn the wrists of discerning sports and style enthusiasts.
Presenting innovation carte blanche Blancpain unveils a brand-new Fifty Fathoms Automatique watch imbued with the brand’s trademark understated elegance. In striking
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contrast to its black predecessors, the new Automatique’s radiant white exterior blends tradition and innovation in pure, sleek lines. Crafted in scratch-resistant sapphire, the unidirectional rotating bezel avoids any risk of accidentally prolonging dive time. The 45mmdiameter steel case, equipped with crown guards, houses the sturdy Blancpain Calibre 1315 with a five-day power reserve. Echoing the matte-white dial background, the white shade of the luminescent coating on the hour markers and hands in rhodium-plated gold, as well as the pearly grey Luminova of the markings on the bezel, reveals a fluorescent green colouring only in the half-light or the darkness of the ocean depths. This new Fifty Fathoms is equipped with a sturdy, sporty and water-resistant strap, complete with pin buckle, fashioned from rubber-lined white sail canvas. ISSUE 5.6
NEWS | analysis >>
东方机遇 全
球信贷危机、油价飞涨和经济放缓令西方 国家头痛不已，但对业务遍布全球的西方 律师事务所而言，当前却是在新兴市场建立业 务的绝佳机遇。 地点、地点、地点：这句房地产行业成 功的古老箴言近期被部分全球顶尖律师 事务所普遍采用。随着大量英国、美 国和澳大利亚经济放缓，这些国家的 大型律师事务所将业务增长重点转 向海外，其亚洲办事处合伙人数 量不断增加。以总部设于伦敦的 夏礼文国际律师事务所为例， 其近期任命的八位合伙人中， 有四位来自亚洲办事处：两 位来自香港、一位来自新 加坡、一位来自上海。 尽管其它事务所没有 达到新合伙人任命人 选半数来自亚洲的 空前比重，但的确 罕有未晋升亚洲 律师的情况。 近两年来，伦 敦的高伟绅 律师事务
所亚洲办事处新增6位合伙人；今年初，年利达 律师事务所新增的28位合伙人中，有3位来自亚 洲办事处。 该数字正稳步增长－近年来，诸多伦敦事务所 新增亚洲合伙人的比例保持在10％至15％之间－ 贝克•麦坚时等在亚洲占有较大市场份额的事务 所在亚洲地区的合伙人数目也不断增加。贝克• 麦坚时1963年率先在亚洲成立首个办事处，但多 数合伙人是近十年来才加盟该事务所。2007年， 贝克•麦坚时在亚洲各地的办事处晋升23位新合伙 人，其亚洲地区合伙人总数达到275人。去年，又 进一步新增30位合伙人，总数达到315人，包括管 理合伙人和地方合伙人。 贝克•麦坚时亚太区总裁David Jacobs表示：“事 务所致力于在全球范围内增加合伙人，在亚洲地 区，我们定会继续执行该策略。亚洲地区所有办 事处的合伙人数目均有所增加，尤其在中国、新 加坡、澳大利亚、泰国和越南。其中既有股权合 伙人，也有非股权合伙人。” “我们运气不错，事务所全球业务发展良好， 因此，合伙人数目和绝对利润都显著增加－真是 非常幸运。” “其次，我们在亚洲也运气不错，未经历次贷危 机，在中国、新加坡、越南、泰国和澳大利亚的 业务大幅增长。” 澳大利亚的安德慎律师事务所也在亚洲地区大 幅增加合伙人数目，2008年7月1日，安德慎不仅 将部分律师晋升为合伙人（11位新增合伙人中， 有4位来自亚洲，约占36％，而去年新增的亚洲 合伙人仅有2位），还首次引入非普通法合伙人
GREAT ASPIRATION WITH FIRM STEPS
— introduction of Shanghai Office
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honglun W&D law firm is a large full-service international law firm based in China. As one of the first integrated partnership law firms, the firm has been consistently ranked among the top law firms in China; it was recommended by “Asia Pacific Legal 500” and was also noted as one of the “fast 30 law firms” by Asian Legal Business (ALB). Since its founding in 1993, Zhonglun W&D has established 8 offices both in China and abroad. In March 2008, the Shanghai office was established in the New Pudong Area of Shanghai. The firm is headed by a team of 5 partners, Liu Chengjiang, Lu Nan, Chen Yunfeng, Zhuo Yue, Liang Jie,
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and supported by 20 attorneys. Many of the attorneys possess master and doctor degrees in law from some of the premier universities and institutions worldwide. Shanghai office’s practice focuses on corporate affairs and securities, real estate and construction, finance, international matters, European matters, intellectual property, information technology, international investment, international trade, telecom, Mainland-Taiwan matters, Western China Regional development, tax, and environmental protection. The experienced staff works in Chinese, English and Japanese. Under the leadership of Mr. Liu Chengjiang, head of the Shanghai office, the Shanghai team will offer its clients the most effective and efficient service through extensive knowledge, solid professional ability, broad social relationships and abundant practice experience. In 1991, Liu Chengjiang, head of the shanghai office, began his legal career providing legal services in areas of corporate affairs, securities, finance. Mr.
加盟。这四位律师均成为股权合伙人，进一步表 明事务所对亚洲市场的重视程度。 安德慎律师事务所负责亚洲业务的执行合伙 人Jim Dunstan表示：“事务所处于较为有利的 发展时期。我们吸引一家印尼律师事务所合伙 人加盟，标志着安德慎将与其印尼律师事务所 （Widyawan）密切合作，该律师亦将成为我们 的国际合伙人。” “此外，我们还在柬埔寨任命另一位新合伙人 Marae Cianter，他是毕业于墨尔本大学的澳大利 亚人，在新加坡也新增两位合伙人：David Holme 主要参与印尼业务，Robert Fish主要参与新加坡 的银行业务。 对于跨国律师事务所积极新增亚洲合伙人的 原因，不妨借用臭名昭著的美国银行大盗Willie Sutton的名言：“因为那里是金钱聚集的地方”，另 外，人才济济也是事务所不吝向杰出律师提供合伙 人待遇的原因。正如高等学府会向备受追捧的讲师 提供终身职位（在美国，仍是常见做法），合伙人 身份也是奖励并稳定优秀人才的有效方式。 路伟律师事务所北京办事处主管合伙人吕立山 表示：“七年前我加盟路伟时，曾分析本地人才市 场，我认为，虽然未占尽先机，但进入亚洲市场 并有所作为并非遥不可及（四月，路伟新任命18 位合伙人，其中2位来自亚洲，其它具有可比性的 伦敦律师事务所新任亚洲合伙人的比例在10％至 15％之间，与路伟的情况类似）。“但时至今日， 新进入市场的事务所已经很难迎头赶上。”越来越 多的人才已经拥有高级合伙人身份，“在现阶段， 想要轻松招募人才组建业务团队绝非易事。”
Firm Profile
Zhonglun W&D Chengjiang’s services covered corporate M&A, restructuring, private equity finance, project finance, asset securitization, share ownership encouragement, financial leasing, foreign investment, risk investment and more. Mr. Liu has provided legal services for quite a number of large-sized corporate and financial institutions in Shanghai, including China Construction Bank, the Industrial and Commercial Bank of China, the Standard Charted Bank, the Shanghai Securities Exchange, China Pacific Insurance Co. Ltd., the China Water Group Corp., and the Fuji Xerox (China) Limited. He also has expertise experience in foreign investment, foreign corporate affairs and IPO at home and abroad. He offered comprehensive legal services for a series of large project investments of HAAS Automation Asia Co. Ltd in Pudong New Area and the IPO of Sanmao Industrial Co. Ltd and Great Wall Electrical Co. Ltd’s A-share and many other large legal projects. Contact information of Shanghai Office: Tel: (8621)31338388 Fax: (8621)31338399 URL: www.zhonglunwende.com
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CHENGDU
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Tahota joins SGLA alliance
singapore
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新加坡公司所得税制度调整
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2008税收年度开始，新加坡的公司所得税税率由原来的20％ 下调2个百分点至18％。虽然同期香港也将公司所得税税率 由17.5%下调至16.5％。凭借诸多的税收优惠政策，新加坡在 亚洲地区的税务优势犹在。
一． 单一税制 在新加坡的公司缴纳所得税之后，无论新加坡或外国股东无须再因股息收 入而纳所得税。虽然新加坡无股息预提税制度，但向非新加坡居民支付的 利息收入、租金收入和特许使用权收入将被征收15％的预提税。
二、税收优惠政策 为鼓励中小企业的发展，新加坡同时颁布了一系列的税收政策：（一） 在相应纳税年度，股东人数不超过二十且全部为自然人股东的新加坡公 司，在其第一个连续三年的税收年度，可每年享受免除10万新元的应纳 税所得额的待遇；或（二）若不符合前述的税收优惠的条件，一般公司 （无论公司类型）仍可就其应纳税所得额享受部分的税收减免优惠，包 括：1万新元以内：税率4.5% ；1万新元以上至30万新元：税率9％；30 万新元以上：18.0%。
三、境外收入的税收减免 新加坡公司可就汇入新加坡的海外收入（包括利息、分公司利润、海外服 务所得等）享受税收免除，但前提为海外收入在当地已缴纳公司所得税， 且最高课税级距的税率不低于15％。
hengdu-headquartered Tahota Law Firm, the winner of West China Firm of the Year at the 2008 ALB China Law Awards, has fi nally decided to take the plunge and join the Lovells-backed Sino-Global Legal Alliance (SGLA). The alliance, which was formed last year, aims to facilitate “non-exclusive cooperation of law fi rms” on a coordinated Cheng Shoutai, Tahota basis across practice areas, provinces and countries. It provides unparalleled international and domestic legal services capability, comprising more than 1,200 international and domestic lawyers. Tahota is a full-service law firm with expertise in areas including real estate, commerce, litigation & arbitration, intellectual property and finance & securities. It currently has 22 partners and over 140 associates. The firm was first approached by Lovells to be a founding member of SGLA in 2007 when Lovells was conducting due diligence and market research for the establishment of SGLA. After one year’s observation and consideration, Tahota has decided to join the network. Tahota’s inclusion brings the total number of independent Chinese law firms in the network to 10. “China is a market in which we have continued to see tremendous growth in recent times driven by client demand. The alliance has been a major success story for the firm over the past year. Our
四、广泛的国际双边协议 为避免国际间的双重征税，新加坡已经与40多个国家签订了相应的双边协 议。其中2007年7月1日签订的《新加坡共和国政府和中华人民共和国政府 关于对所得避免双重征税和防止偷漏税的协定》中规定“如果股息受益所有 人是缔约国另一方居民，则所征税款：“（一）在受益所有人是公司（合伙 企业除外），并直接拥有支付股息公司至少25％资本的情况下，不应超过 股息总额的5％；（二）在其他情况下，不应超过股息总额的10％。” 鉴于中国企业所得税法的修订，自2008年1月1日起，非居民企业从中国 居民企业获得的股息将按照10％的税率征收预提所得税，除非中国与他国 政府签订的双边协议另有规定。对于诸多中国企业， 特别是新加坡上市的中资企业而言，新加坡优越的税 收制度和良好的地理商业环境将会更加有助于其公司 税务结构的优化。综合上述税收制度，选择新加坡的 公司作为投资工具的战略意义逐步彰显出来。 巫美清 企業融資部资深律師 Ph: (65) 6322-2228 Fax: (65) 6534-0833 E-mail: cherylvoo@loopartners.com.sg
巫美清
陳姝 企業融資部法律專員 Ph: (65) 6322-2230 Fax: (65) 6534-0833 E-mail: chenshu@loopartners.com.sg
俊昭法律事務所 88 Amoy Street, Level Three Singapore 069907
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陳姝
BEIJING/HONG KONG
Salans gets serious about China growth ► SALANS – QUICK FACTS • • • •
Founded in Paris in 1978 Over 700 lawyers 170 partners 18 offices worldwide in Almaty, Baku, Barcelona, Berlin, Bratislava, Bucharest, Budapest, Istanbul, Kyiv, London, Madrid, Moscow, New York, Paris, Prague, Shanghai, St Petersburg and Warsaw
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fter a decade of impressive expansion in eastern and western Europe, Salans is at it again. This time the Paris-based firm has China in its sights, with plans to open new offices in Hong Kong and Beijing and to expand its existing Shanghai base. “This move is a further step in our aim of making Salans one of the top-tier legal advisers in the world’s high-growth markets,” Stephen Finch, Salans said Salans chairman Stephen Finch. The Beijing office, which is subject to regulatory approval, will serve clients with regional headquarters in the Chinese capital and will provide the base for Salans to develop its foreign direct investment and M&A business in northeast China. The office will also provide a focal point for serving the growing number of clients in the ISSUE 5.6
NEWS >>
UPDATE >>
International Tax The Australian Budget Highlights
Asia practice has also seen growth of more than 25%,” said David Harris, Lovells’ managing partner. ALB
泰和泰加入中世联盟
总
部位于成都的泰和泰律师事务所近日决定加入由路伟牵头，联合9家 地区性国内领先律所组成的中世律所联盟。 该联盟于去年成立，旨在通过成员律所之间的委托协作，推动跨业务领 域、省份和国家的“松散性合作”。联盟网罗1,200多位国际和国内律师，具 备提供国际和国内法律服务实力。 泰和泰具备提供综合法律服务的实力，并在房地产、商业、诉讼与仲 裁、知识产权、金融和证券方面卓有建树。该所现有22位合伙人和140余 位律师。 2007年，路伟在为成立中世联盟进行筹备工作和市场调研时，曾邀请泰 和泰成为中世联盟的创始会员。经过历时一年的长期观察和考虑后，泰和 泰决定加入该联盟。 泰和泰的加入使联盟内独立中国律师事务所的总数增至十家。路伟全球 管理合伙人David Harris表示：“在客户需求的推动下，中国市场将继续保 持高速增长。联盟的创立是路伟在去年取得的重要成功。路伟亚洲业务的 增长亦超过25％。”
Salans global network who are investing in China. The Hong Kong office will focus on corporate, capital markets and institutional real estate transactions. It will also provide the conduit for financing and executing corporate and real estate transactions in Mainland China, and form a hub for the firm’s growth in Asia, outside China. Salans’ Shanghai base is moving to new offices, with the firm ambitiously securing space to double its current team of lawyers. Its main focus is on corporate work, the real estate sector, tax and intellectual property. ALB
胜蓝拓展中国市场
近
十年来，胜蓝律师事务所不断在东欧和西欧国家拓展业务，业绩骄 人，目前，胜蓝又开始考虑全新发展机遇。这家总部位于巴黎的律 师事务所将中国作为目标市场，计划在香港和北京新设办事处，并扩大现 有上海办事处的规模。 胜蓝总裁Stephen Finch表示：“胜蓝致力于成为全球高增长市场里的一流 法律顾问机构，该发展计划有助于胜蓝进一步实现增长目标。” 北京代表处的成立尚在等待监管机构的审批，一旦成立，该办公室主要 服务地区总部设在北京的客户，并以次为基地，推动胜蓝在中国东北地区 发展外商直接投资和并购领域的业务。胜蓝全球服务网络中投资中国的客 户数量不断增加，北京代表处可为此类客户提供有针对性的服务。 香港代表处的业务将集中在公司法、资本市场和机构房地产交易领域。 该代表处还将为香港客户在中国大陆融资、进行公司和房地产交易提供通 道，成为胜蓝在中国以外的亚洲地区拓展业务的枢纽。 胜蓝上海代表处亦将迁至新办公地点，为现有团队规模快速扩大提供空间 保证。上海代表处的业务重点包括公司事务、房地产、税务和知识产权。
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The Australian Treasurer, Wayne Swan, handed down the first Rudd Government budget on 13 May 2008. It contained a package of tax relief measures designed to help families with education, child care and other living expenses, while means testing a range of benefits. The government has announced the terms of reference for a comprehensive review of Australia’s tax system. Previously announced personal income tax rates will go ahead, as follows: The current proposed personal Tax Rates for 2008 and thresholds for resident individuals (excluding the 1.5% Medicare levy) are: Taxable Income ($) 0 – 6,000 6,000 – 34,000 34,001 – 80,000 80,001 – 180,000 180,001+
Taxable Pay ($) Nil Nil + 15% of excess over 6,000 4,200 + 30% of excess over 34,000 (up from 30,001) 18,000 + 40% of excess over 80,000 58,000 + 45% of excess over 180,000
Families and individuals A 50% education tax refund will be available for eligible education expenses from 1 July 2008. The proposed first home saver accounts scheme has been modified to allow individuals to contribute up to $75,000 into their first home saver account. The child care tax rebate for out-of-pocket child care expenses will increase from 30% to 50% from 1 July 2008, with the maximum out-of-pocket expenses claimable increasing from $4,354 to $7,500 per child per year. Medicare levy surcharge thresholds and low income thresholds will be increased. From 1 July 2008, an income threshold of $150,000 will apply to dependency tax offsets. From 1 July 2008, the Baby Bonus will increase from $4,258 to $5,000 and from 1 January 2009, eligibility for the Baby Bonus will be limited to families with an adjusted taxable income of $150,000. Eligibility for Family Tax Benefit Part B will be limited to families whose primary income earner earns $150,000 or less a year. A tax-exempt one-off bonus payment of $500 will be provided to older Australians. The scope for family trusts to utilise tax losses to lower income tax will be reduced. The Commonwealth senior’s health card income test will now apply to certain superannuation stream income and salary sacrificed amounts. Debbie Annells, Managing Director, AzureTax Ltd, Chartered Tax Advisers Suite 4708, The Center, 99 Queen’s Road, Central, 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
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BEIJING
Intellectual Property Focus on Chinese-generated IP
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hinese-generated IP, specifically patents, has been touted as the mechanism by which Chinese companies will learn the value of IP. As a micro-trend within the IP field, it is such a hot topic that event planners have gone into overdrive: trainings and conferences, even summits have been organised, with a view towards educating Chinese companies on generating and protecting IP. In officialdom, the patent push has resulted in several methods to measure ‘creativity’ and showcase Chinese innovation. Published official statistics and various computations parsing patent applications by Chinese entities, provinces and cities have been generated. Although any target that includes an increase in patent applications will yield spurious patents, the initial surge of design patent applications (relatively easy but less valuable) has reduced somewhat, and the number of invention patent applications (more difficult but also potentially more valuable) has increased. More importantly, the content of the IP under application appears to be moving away from recipes for cooking pigs’ feet and towards more technologically related topics. Not content simply to measure creativity, local officials are trying to motivate IP generation as well, and many districts now offer rewards or monetary subsidies for patent applications originating in their jurisdiction. An interesting variation on the “awards for patents” approach was recently announced in Beijing: awards will be given at the end of the year to patents that have made significant contributions to the development of Beijing. It remains to be seen how this will play out – ambiguous wording and a short time frame could be the death of a well-intentioned reward, but the critical link between a patent and its deliverables has been recognised. Ultimately, a patent is only as good as its applied benefits. More obscure was Huaibei’s third annual ‘Patent Technology Recommendation Conference’ in April. A tiny township northwest of Hefei, Huaibei provided a venue for hopeful inventors to try to sell their patents. Technology impacting many industries was involved, and the scale ranged from exports and sales worth millions of RMB in multiple provinces, to one individual’s sales of 40 superior bun-makers to local restaurants. In the meantime, companies should remember that although IP delivers to a company’s bottom line, it has to be protected properly in order to matter. While the marketplace for IP – licensing, technology transfers and contracts – works reasonably well, it remains to be seen whether Chinese IP will be given effective enforcement. If yes, then there is hope for all rights owners regardless of nationality. If no, then officials and rights owners will have a lot more at stake than just dodgy subsidies and application statistics. Diana Matthias Rouse & Co. International Suite 2601, Central Plaza 227 Huang Pi Road (North) Shanghai 200003, China tel: +86 21 6375 8811 fax: +86 21 6375 8060 dmatthias@iprights.com www.iprights.com
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Diana Matthias
Five lawyers recruited for CSRC Public Offering Review Committee ► A SUCCESSFUL TERM OF THE 9TH COMMITTEE The 9th Committee has achieved a notable accomplishment. According to records of the 9th Committee meetings from May 2007 to March 31, 2008, despite heavy examination tasks, the 9th Committee strictly preserved standards of quality. The 9th Committee held a total of 192 meetings and examined 361 companies, 314 of which were approved, with a pass rate of 87.22%, and 46 were disapproved, with a rejection rate of 12.78%. Compared to the 8th Committee, the 9th committee saw year-on-year increases of 71 meetings and 143 examined companies, up 58.68% and 65.60% respectively. Source: CSRC
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he China Securities Regulatory Commission (CSRC) has formed its 10th Public Offering Review Committee, appointing five members from the 9th Committee and 20 new members from professional service firms. Among the 20 new members, five are partners of private practice law firms with leading securities practices, nine are partners of accounting Lou Aidong, Kangda firms and one is a partner of an assets evaluation firm. According to CSRC’s selection criteria, the revenue from the securities business of the law firm in which the candidate works must have exceeded RMB5m in 2007, and the candidate must be a partner in the firm. Five partners have been selected from the 14 candidates from law firms to serve as full-time members of the new committee. ISSUE 5.6
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Shanghai What should businesses watch out for in light of new PRC anti-trust law?
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They are Wang Xiaodong of Grandall Shenzhen office, Jiang Haoxiong of Chen & Co, Chen Limin of Zhonglun, Jiang Ruimin of Guofeng and Lou Aidong of Kangda. During their one-year term, starting from May 2008, they have to suspend their private practice to give full support and top priority to the Committee’s work. CSRC reportedly pays each member RMB200,000 to compensate for their loss of their law firm earnings. The compensation is negligible compared to a partner’s law firm income, but working for the CSRC can bring invaluable prestige to capital market and securities lawyers. ALB
证监会任命五位律师为新一届发审委 成员
证
监会（CSRC）第10届发行审核委员会已于近日成立。除继续任职的 第9届委员会的5位成员外，其余20位均为来自专业服务机构的新成 员。在20位新成员中，5位是顶尖证券专业律师事务所的合伙人，9位是会 计师事务所的合伙人，1位是资产评估公司的合伙人。 根据证监会的评选标准，候选人所属证券领域律师事务所2007年年收入 必须超过5百万人民币，候选人必须为律师事务所合伙人。 在14位来自律师事务所的候选人中，最终选定5位合伙人，担任新一届 委员会的全职委员。5位合伙人包括：国浩律师集团（深圳）事务所的王晓 东、瑛明律师事务所的江浩雄、中伦金通律师事务所的陈利民和国枫律师 事务所的姜瑞明。 委员任期为一年，自2008年5月开始，入选合伙人必须暂停律所业务，全 身心履行委员职责。
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dopted on 30 August 2007, the PRC anti-trust law will come into force on 1 August 2008. Since violation of the new law could subject a company to severe fines and lawsuits for damages, it is important for businesses to ensure full compliance. There are no winners in anti-trust actions. Even a successful defence of an anti-trust action can be extremely expensive, time-consuming and disruptive of business operations. No imagined gain is worth the risk of violating anti-trust law. The following are typical potential anti-trust violations that a company should watch out for in its daily operations: 1. What is an “agreement”? Under the anti-trust law, an illegal agreement with a competitor or customer need not be expressly stated or in writing. It may be silent or tacit, with no formal offer or acceptance. Also, there is no such thing as an “off-the-record” conversation or “gentleman’s agreement”. Anything an employee says to or writes to a competitor or customer can be used as evidence in the investigation or lawsuit against the company. 2. No price-fixing. Price-fixing agreements among competitors are a typical type of anti-trust violation. The prohibition applies broadly to any understanding or agreement with respect to prices as well as other terms and conditions of sale. Price-fixing can occur even if there is no agreement on specific prices, but only an understanding among competitors to raise, lower or even just to stabilise prices of products or services. Companies can be found to have violated the law even if the pricefixing agreement fails to achieve its original purposes. 3. No allocation of sales, supply or markets. Agreements among competitors or potential competitors concerning the quantities of products or raw materials that are to be produced, sold, purchased or marketed, or concerning the geographic areas of sales and procurements, are often considered by the anti-trust law to be just as serious as price-fixing. 4. Other illegal agreements. Any other agreements that intend to reduce competition, such as restrictions on the development or procurement of new technology, equipment or products, or David Yu agreements for boycotting suppliers or purchasers, are also considered illegal. Certain agreements with customers are also prohibited under the law. For example, agreements that fix or limit the low end of the price at which the customer resells goods to third parties are not allowed. David Yu and Sam Feng Llinks Law Offices David Yu: david.yu@llinkslaw.com Sam Feng: sam.feng@llinkslaw.com www.llinkslaw.com
Sam Feng
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NEWS >>
BEIJING
UPDATE >>
Weil Gotshal lands in Beijing
Regulatory
N
Draft Implementing Regulations for the PRC Labor Contract Law Close Possible Loophole
O
n May 8, 2008, the Legislative Affairs Office of the State Council issued the Draft Implementing Regulations for the PRC Labor Contract Law (the “Draft Regulations”) for public comment. This article focuses on the Draft Regulations’ attempt to close certain loopholes in the PRC Labor Contract Law (the “Labor Law”) that may allow an employer to avoid circumstances in which an indefinite term labor contract must be put into place with its employee. Indefinite term labor contracts do not have an expiry date and will continue to be in force until they are terminated by the employer, the employee or by operation of law. Because indefinite term contracts cannot be terminated generally unless for reasons that are specifically permitted under the Labor Law, these contracts are generally not favored. Employers prefer fixed term contracts with shorter terms that terminate on the expiry date set out in the contract. The Labor Law acts out situations in which an indefinite term labor contract must be put into place in order to prevent the avoidance of the requirements. For example, when an employee has worked for an employer continuously for 10 years or more, an indefinite term labor contract should be executed unless the employee requests for a fixed term labor contract. The Labor Law is ambiguous as to whether an employer can avoid entering into an indefinite term labor contract by terminating an existing employment relationship and creating a new employment relationship with the same employee through corporate restructuring. The Draft Regulations clarify this issue somewhat and state that if an employee moves to a new employer because of administrative orders, corporate plans or other reasons not caused by the employee, the employee’s seniority with his/ her old employer will count towards the 10 year period for the creation of a fixed term labor contract. This will prevent an employer from moving its employee to an affiliate to reset the clock for the 10 year period. The Draft Regulations are unclear as to whether an employee’s existing seniority will count towards the 10 year period if the employee’s employment relationship is terminated and then recreated with the same employer, but the answer will likely be yes under the final version of the Draft Regulations, as a termination and recreation of employment relationship with the same employer is a more blatant violation of the policy objective behind the PRC Labor Law. While the Draft Regulations are still subject to further comments and changes, the policy objective of the PRC legislators is clear – to protect employees’ entitlement to indefinite term labor contracts and limit the ability of employers to circumvent this entitlement. Written by Jeanette Chan, partner David Lee, associate For more information please contact: Paul, Weiss Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Office Tower A No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020, PRC Jeanette K. Chan, partner Email: jchan@paulweiss.com Ph: (8621) 5828-6300 or (852) 2536-9933
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Jeanette Chan
ew York-based international firm Weil, Gotshal & Manges expects to have greater participation in cross-border transactions in Greater China and Asia after receiving a licence to open a new office in Beijing. Once opened, the Beijing office will be the third location for Weil Gotshal in Asia following Shanghai and Hong Kong, and the 20th globally. The new office will focus primarily on M&A and private equity matters, and will be headed by Steve Xiang, who leads the firm’s China practice and is currently based in Shanghai. Xiang will be joined by newly promoted partner Kevin Ban and of counsel Yan Yang as well as a team of associates and assistants. “This is a natural step forward for our Steve Xiang, law firm,” said Weil Gotshal’s chairman Weil Gotshal Stephen Dannhauser. “Beijing is a market we’ve long contemplated as a necessary complement to Hong Kong and Shanghai and, as with all of our new office openings, we decided to act based on our ability to deliver to clients the same level of skill and service they have come to expect throughout our firm.” ALB
威嘉进军北京市场
威
嘉律师事务所总部位于纽约，已获在北京成立代表处的执照，期望更 深入参与大中华和亚洲地区的跨境交易业务。 北京办事处成立后，将成为继上海和香港办事处之后威嘉在亚洲地区的第 三个办事处，亦是威嘉全球范围内第20个办事处。 新办事处的业务将主要集中于并购和私募股权业务，由Steve Xiang担任负 责人，Steve Xiang现在上海负责事务所的中国业务。最新被晋升为合伙人的 Kevin Ban和顾问律师Yan Yang将配合Steve Xiang在北京开展工作。 威嘉总裁Stephen Dannhauser表示“成立新办事处是事务所业务发展的 自然结果。我们一直将北京市场视为香港和上海市场的必要补充，随着新 办事处的成立，我们将充分发挥专业优势，为客户提供始终如一的专业水 准的服务。 ISSUE 5.6
NEWS >>
UPDATE >>
REGION
Italian firm expands in Asia through merger
I
talian firm Chiomenti Studio Legale has widened its Asian reach by signing a merger deal with Birindelli & Associati. The integration gives Chiomenti a presence in Beijing, Hong Kong, Shanghai, Singapore, Hanoi and Pyongyang. “We believe that Chiomenti is the only top Italian law firm with offices in Asia,” said Filippo Modulo, head of the China desk in Rome. The deal will offer a host of inbound and outbound legal services such as M&A, banking & finance and capital markets to both Italian and Chinese clients. ALB
意大利事务所通过 合并开拓亚洲市场
意
大利律师事务所Chiomenti Studio Legale与比邻德立律师 事务所签署合并协议，将业务拓展 至亚洲市场。Chiomenti通过合并涉 足北京、香港、上海、新加坡、河 内和平壤的法律服务市场。 在罗马的中国业务主管 Filippo Modulo表示：“我们认 为，Chiomenti是意大利一流律 师事务所中唯一在亚洲地区 开展业务的事务所。” 通过合并交易，事务 所可为意大利和中国 客户提供境内外法 律服务，主要领 域包括并购、 银行与金融 以及资本市 场。
arbitration 指定仲裁员的程序问题
在
有关指定仲裁员的程序事项中，时常出现仲裁员人数、仲裁员人 选限制、仲裁员报酬以及如何指定等问题。 按照新加坡国际仲裁法和新加坡国际仲裁中心仲裁规则，当事 人有权按照自已的意愿任意选择组庭人数，这符合仲裁当事人意思自治的 要求。如果当事人的仲裁协议缺失仲裁员人数的约定，则默示选择的人数 是一位，即独任仲裁员。 为了增强当事人选择仲裁解决纠纷的信心，依据新加坡国际仲裁中心仲 裁规则 (第三版，2007年7月1日起施行) 进行的仲裁，仲裁规则第五条第一 款规定：在仲裁协议未约定仲裁员人数的情形下，除了默示选择独任仲裁 员外，新加坡国际仲裁中心主簿官还可以根据当事人建议、案情复杂性和 争议标的额等情况，确定为三人仲裁庭。 新加坡国际仲裁中心实行开放式仲裁员名册制。当事人可以根据案件 性质等情况，提名名册外的任何适合人士作为仲裁员候选人。仲裁机构经 确定候选仲裁员愿意遵守仲裁机构的仲裁规则、仲裁员指定机构的仲裁员 守则、仲裁程序管理以及仲裁财务管理实施细则之后，方予确认委任，否 则，仲裁将存在相当大的风险。因此，新加坡国际仲裁中心仲裁规则 (2007 年版) 第五条第二款和第三款规定：当事人约定提名或者声明所谓“指定”的 仲裁员，在任何情况下均视为提名仲裁员，必须经过新加坡国际仲裁中心 主席 (包括副主席) 确认委任后，才能成为指定仲裁员。 有些仲裁机构的示范仲裁条款载明由当事人指定仲裁员，这其实是照 搬临时仲裁的格式条款。机构仲裁规则通常都会规定指定仲裁员程序， 并对仲裁的准据法、以及仲裁程序如何进行都做了详细规定，因此，对 于选用机构仲裁 (例如新加坡国际仲裁中心仲裁) 而言，当事人可在仲裁 条款简要写明：与合同相关的争议提交新加坡国际仲裁中心，依据该仲 裁中心的仲裁规则通过仲裁解决。不应再提及其他仲裁规则或条款，以 免造成不必要的约定不明。 有关指定仲裁员程序的另一个重要问题是仲裁员报酬和收费标准。对于 临时仲裁，当事人直接与仲裁员协商仲裁报酬和费用。事实上，一旦仲裁 员指定后或者仲裁庭组庭后，当事人面对居中裁断的特殊人物讨论金钱问 题，几乎没有发言的“本钱”。实行机构仲裁的仲裁机构，恰恰可以消除当事 人与仲裁员之间这种潜在的尴尬局面。因此，新加坡国际仲裁中心仲裁规 则 (2007年版) 第五条第四款规定，仲裁员的委任条件应当根据新加坡国际 仲裁中心仲裁规则和实务细则 (包括收费标准) 来确定。新加坡国际仲裁中 心按照争议标的额制定了一套透明的收费办法，公开仲裁员报酬金额标 准、仲裁中心管理费标准，让当事人和仲裁员都明确各自的利益和责任所 在，亦方便当事人进行仲裁成本预算。仲裁规则第二十六条明确规定：当 事人对仲裁员报酬和仲裁费用负连带责任，以保障双方当事人的利益。 新加坡开放法律服务市场，扩大外国律师事务所的国际仲裁业务范围， 无疑会增加中国等国家的律师及其他行业的专业人士在新加坡国际仲裁案 中委任为仲裁员的机会。凡以新加坡为仲裁地的仲裁，不论是按新加坡国 际仲裁中心仲裁规则进行的仲裁，还是按其他仲裁规则进行的仲裁或者临 时仲裁，在当事人不能就仲裁员提名人选达成一致意见时，依据新加坡国 际仲裁法有关授权新加坡国际仲裁中心主席包括副主席为仲裁员指定机构 的规定，一方当事人可以请求新加坡国际仲裁中心代 其指定委任仲裁员。 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
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Prof Ge Huangbin
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NEWS >>
SHANGHAI
Shanghai Bar elects new leaders
uk report O’Melveny UK arm falling apart The senior associate and partner exodus at O’Melveny & Myers’ London office continues, with reports that office co-head Chris Ashworth is set to quit for Lovells, leaving just seven partners in the firm’s troubled City office due to underinvestment by the firm’s Los Angeles hub, a shortage of M&A work and bleak partnership prospects. Select firms announce pay freeze for associates Despite a spate of pay rises in major and Magic Circle firms – including Shearman & Sterling, Linklaters, Bird & Bird and Clifford Chance – it seems Allen & Overy, Herbert Smith and Norton Rose are refusing to play ball, confirming that they will not increase salaries for associates for the next financial year. Of the Magic Circle firms, Linklaters leads with the highest-paid newly qualified lawyers in the City, offering £80,000 a year – in comparison with Freshfields, Allen & Overy, Clifford Chance
and Herbert Smith who currently pay their newly qualifieds £66,000, £65,000 (A&O and CC), £63,500 and £64,000 respectively. Herbert Smith finally has London head After 15 years without a managing partner role, Herbert Smith has finally split the senior partner role and appointed corporate partner David Willis to step in and help senior partner David Gold run the show. While Gold will continue to act as the figurehead of the firm and will chair the LLP council, Willis will advise more on matters of global expansion. His term will last until 2010, when Gold’s current term ends. Kingston swaps Herbies for Covington partner role Covington & Burling recently nabbed Herbert Smith’s Paris head of corporate Mike Kingston for the firm’s European corporate practice in London. His appointment brings the number of City-based Covington partners to 14.
¨ ROUNDUP • City firm Norton Rose re-elected chief executive Peter Martyr for another three-year term • Ex-Hammonds partner Michael McCormack has joined Salans’ City base as the new UK head of tax • Simmons & Simmons revealed an increase in turnover of 16% and successfully reached a per equity partner target of over £600,000 for the first time, according to the firm’s financial results for 2007/08, while its head of construction, Robert Bryan, has left the firm to launch a London construction practice for Midlands firm HBJ Gateley • Ashurst is enjoying a 17% boost in turnover, taking the firm over the £300m mark with a record turnover of £323m • Norton Rose turnover is climbing. According to its 2007/08 financial results, the firm saw revenues increase by more than a quarter to near the £300m mark • Herbert Smith has reported a record-breaking financial year, with a 25% surge in turnover and profits per equity partner smashing the £1m barrier • Quinn Emanuel Urquhart Oliver & Hedges poached barrister Sue Prevezer QC from the City arm of rival US firm Bingham McCutchen • Orrick Herrington & Sutcliffe boosted its City office’s restructuring capabilities with the hire of Mark Fennessy from Hunton & Williams • Roger Gregory, former head of Nabarro’s private equity team, became Brown Rudnick’s second partner hire of the year, joining the US firm’s London office last month • Henry Clinton-Davis has left WilmerHale as London head of employment to launch a UK employment team at Arnold & Porter. He joined the firm as partner in early May and will oversee the firm’s wider growth plans for London and New York
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A
fter three years at the helm, being at the end of his term, Lv Hongbing, president of the Shanghai Lawyers Association, has stepped down. Liu Zhengdong, managing partner of Jun Yue Law Firm in Shanghai, has been elected as the new president. Hongbing, also the executive partner of Grandall Legal Group, oversaw a period of rapid growth in Shanghai’s legal profession. In his time as president, the number of lawyers increased by 45% and the revenues of Shanghai firms totalled RMB10bn. He has been instrumental in helping the Shanghai legal service industry to raise its profile both domestically and internationally. Also stepping down were vice president Zhu Hongchao (朱洪超), Mao Baigen (毛柏根), Qian Liping (钱丽 萍) and Wang Xiaoyun (王小耘). Vice president Xue Xiaoqing (徐晓青) will continue to serve another term. Sloma & Co managing partner Li Ming (厉明), AllBright (锦天城) senior partner Chen Naiwei ( 陈乃 蔚), Zhong Lun Shanghai managing partner Qiao Wenjun (乔文竣) and Li Cheng partner Li Ciling (李慈 玲) have been elected as new vice presidents. ALB
上海律师协会选举新领 导人
吕
红兵律师在担任上海市律师协会会长三年之 后光荣卸任，上海君悦律师事务所管理合伙 人刘正东同时被选举为新任会长。 国浩律师集团执行合伙人的吕红兵见证了上 海法律服务业高速发展的时期。吕红兵任会长期 间，上海的律师人数增加45％，律师事务所收入 总额达100亿人民币。在国内外提升上海法律服务 行业地位方面，吕红兵也发挥重要作用。 卸任的领导层成员还包括副会长朱洪超、毛柏 根、钱丽萍和王小耘。副会长徐晓青将继续担任 副会长，任期三年。 四维乐马律师事务所管理合伙人厉明、锦天城 律师事务所高级合伙人陈乃蔚、中伦金通上海管 理合伙人乔文竣和理诚律师事务所合伙人李慈玲 被选举为新任副会长。
ISSUE 5.6
NEWS >>
us report Skadden selects future executive partner Skadden, Arps, Slate, Meagher & Flom has announced it will have a new executive partner come April 2009, when M&A partner Eric J Friedman succeeds Robert C Sheehan in the firm’s top leadership role. Davis Polk & Wardwell instigates British management first For the first time, New York giant Davis Polk & Wardwell has elected a British partner on its most senior management board, with London-based partner Tom Reid due to join the firm’s threemember management committee for a three-year term. He joins managing partner John Ettinger and litigation partner Carey Dunne, both of whom were re-elected to the committee. Shearman & Sterling cuts global GC role Shearman & Sterling has scrapped its global general counsel role as part of a major reorganisation. John Shutkin’s general counsel and risk management role will be absorbed by a number of partners globally, with New York arbitration partner Henry Weisburg overseeing the function following Shutkin’s departure in June.
K&L Gates and Kennedy Covington to join forces Kirkpatrick & Lockhart Preston Gates Ellis and Kennedy Covington Lobdell & Hickman, from Charlotte, North Carolina, are in merger discussions. If all goes to plan, the merger will be completed by July, resulting in a 1,700-lawyer firm with 28 offices located in the US, Europe and Asia. New chairman on the horizon for Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison has confirmed that Brad S Karp, currently co-chair of Paul Weiss’ litigation department and a member of the firm’s management committee, will take the helm as chairman come January, succeeding Alfred D Youngwood who will retire at the end of the year. Debevoise & Plimpton promotes five in NYC The latest round of promotions from Debevoise & Plimpton has seen five lawyers from the firm’s corporate and litigation departments make partnership in New York. Erica Berthou, Jordan Murray and Nicole Levin Mesard were all promoted in the corporate department while Catherine Amirfar and Sean Hecker were promoted in the litigation group.
¨ ROUNDUP • Covington & Burling scooped a seven-lawyer private equity team for their New York office from O’Melveny & Myers, including former investment funds practice co-head Timothy Clark • Clyde & Co has closed the doors on its Los Angeles office to launch in San Francisco, following a raid on US firm Duane Morris for a 10-lawyer litigation team • New York partner for Shearman & Sterling Fred Sosnick is set to take up a newly created role as management team co-ordinator to oversee the development of five key areas, following the recent restructure and reduction of the management team at the firm • Morrison & Foerster has finally closed its struggling Orange County office following the departure of both its office leader and another partner to Manatt, Phelps & Phillips • Peter Brown, the ‘Brown’ in Thelen Reid Brown Raysman & Steiner, will wave goodbye to the firm’s New York office when he leaves for Baker & Hostetler • King & Spalding has opened an office in Austin. Robert Meadow, managing partner at the firm’s 103lawyer office in Houston, will also head up the firm’s newest office • National workplace law firm Jackson Lewis, based in White Plains, New York, has opened its third Florida location with a new office in Jacksonville, Florida, bringing its lawyer count to 470 attorneys in 36 cities • Major firm Weil, Gotshal & Manges is opening an office in downtown Brooklyn, relocating staff members from its finance, operations, and IT departments to 35,000 square feet of new space at 15 MetroTech Center www.legalbusinessonline.com
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NEWS >>
SHANGHAI
China Legal Career extends presence to Shanghai
C
Frazer Xia, CLC
hina Legal Career, a legal recruitment specialist firm, has opened a new office in Shanghai, expanding on its existing Beijing base. The firm expects the needs for legal talent to soar in Shanghai. “As more and more MNCs and international law firms are moving their China or AsiaPacific headquarters to Shanghai, we can foresee a growing demand from these clients to have their needs serviced locally,” said Frazer Xia, managing director of CLC. The establishment of BHP Billiton’s new headquarters in Shanghai in May testified to the buoyancy of Shanghai’s talent market. CLC is one of the first on-the-ground legal recruitment firms in China and specialises in placing lawyers
HANGZHOU
Jian Wei hires partners from Xingyun for Hangzhou opening
H
aving hired three senior partners from Zhejiang’s Xingyun Law Firm, Shanghai-headquarted City Development Law Firm (Jian Wei) continues to expand its national network. Recently, Jian Wei’s application to open a Hangzhou office was approved by the local government. Chen Fei, former deputy director of Xingyun, is now serving as the managing partner of Jian Wei’s Hangzhou office, while Zhou Danping and Zhang Aiguo, former partners with Xingyun, have
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been appointed as senior partners in the new office. Currently, there are more than 10 lawyers in the Hangzhou office, providing commercial and coporate legal services with a focus on the real estate & construction sector. In addition, the firm has appointed senior partner Cao Wenxian in the Shanghai head office to succeed Wang Jihong as the managing partner of the Beijing office. Wang Jihong has left Jian Wei to join Beijing V & T. ALB
for Fortune500 multinational corporations and top-tier law firms, including partners, associates and inhouse counsels. ALB
华律伟业入驻上海
专
业法律招聘服务公司华律伟业近期在上海 成立新办公室，力图拓展北京总部以外的 市场。该公司预计，上海对法律人才的需求将 激增。 华律伟业执行总监Frazer Xia表示：“随着越来 越多的跨国公司和跨国律师事务所将中国或亚太 区总部搬迁至上海，我们预计，此类客户对本地 法律人才的需求将不断增长。” 5月，BHP Billiton将新总部设于上海，可视为 上海人才市场蓬勃发展的印证。 华律伟业是中国首家本土法律人才招聘公司， 专门为财富500强跨国公司和顶尖律师事务所招聘 律师，包括合伙人、律师和内部法律顾问。
建纬将星韵合伙人招至 麾下筹备杭州分所
总
部位于上海的建纬律师事务所将浙江星韵 律师事务所三位合伙人招至麾下，继续发 展全国业务网络。 近期，建纬在杭州成立办事处的申请获当地政 府批准。星韵前业务副主管陈沸现任建纬杭州分 所主任合伙人，星韵前合伙人周旦平律师和张爱 国律师任副主任。 建纬杭州分所现有10位律师，重点提供商业 和公司法律服务，服务对象主要集中在房地产和 建筑领域。 此外，建纬还任命上海总部的高级合伙人曹文 衔接替王霁虹律师担任北京分所管理合伙人。
ISSUE 5.6
NEWS >>
TAIWAN
J&J enters the Gates
K
&L Gates is on a roll. Not long after announcing the launch of its second China office, in Shanghai, it has again acted on its expansion agenda by absorbing the nine lawyers of Taiwan firm J&J Attorneys-at-Law. The addition strengthens K&L Gates’ domestic and cross-border capabilities both in Taipei and throughout the Greater China region, which includes the firm’s offices in Hong Kong, Beijing and Shanghai. And K&L Gates is not a newcomer to Taiwan; the firm has had a Taipei office since 2003 and the former J&J lawyers will be accommodated there. “We’ll be able to capitalise on the corporate strengths of both groups in working with a number of the world’s David Tang, leading corporations, K & L Gates including our shared
client Microsoft, and also offer clients formidable international intellectual property experience,” said David Tang, K&L Gates’ managing partner, Asia. The firm is also currently in discussions with US firm Kennedy Covington Lobdell & Hickman regarding a possible merger, which would create a firm with 1,700 lawyers and 28 offices internationally. ALB
台湾嘉润加盟K&L Gates
K
&L Gates的业务正快速扩张。K&L Gates宣 布在上海成立第二家中国代表处后不久，事
Developing Tianjin Team of
务所又招募台湾嘉润律师事务所的九位律师， 继续其业务扩张计划。 新团队加盟使K&L Gates在台北和整个大中 华地区的国内和跨境业务能力如虎添翼，K&L Gates在香港、北京和上海均设有办事处。K&L Gates并非初次涉足台湾市场－2003年，事务 所便成立台北办事处，前嘉润律师可在台北办 事处办公。 K&L Gates亚洲区主管合伙人David Tang表 示：“通过合并，双方团队可充分发挥专业优 势，创造价值，双方可共享微软等优质客户， 凭借深厚的国际知识产权法律经验为客户提供 更好的服务。” 除在亚洲积极扩张外，K&L Gates目前正与 美国Kennedy Covington Lobdell & Hickman律 师事务所商谈合并的可能性，如实现合并，将 形成在全球拥有1700位律师和28处办事处的大 型事务所。
Firm Profile
Zhonglun W&D
ZHONGLUN W&D LAW FIRM
Z
HONGLUN W&D LAW FIRM (TIANJIN) is an all-round legal service provider applying and adhering to international standards. The service area of the firm involves a full range of legal services in litigation, arbitration and non-litigation matters, including trade disputes, real-estate issues, finance and insurance concerns, admiralty and maritime affairs, intellectual property matters, labor and employment issues. Lawyers and staff in ZHONGLUN W&D LAW FIRM (TIANJIN) have strong educational and professional backgrounds, and were chosen for their expert knowledge of P. R. C. laws, proven skills in dealing with contentious and noncontentious matters in relation to the relevant areas of practice. We emphasize understanding of our clients’ businesses and provide practical and realistic solutions to clients’ needs. We value our many long-standing relationships with existing clients, as well as the ongoing opportunities to establish engagements with new clients, whether www.legalbusinessonline.com www.asianlegalonline.com
for a single case or for a broader range of legal services. ZHONGLUN W&D LAW FIRM (TIANJIN) continuously purports to adapt to tendency of globalization and actively explores new areas of practice and cooperation, while committed to maintaining the quality of its services. Wen Zhisheng, Yang Chunming, Lu Hongyan, Wu Huifang, Wang Rong and Xiao Qing are partners of ZHONGLUN W&D LAW FIRM (TIANJIN). Wen Zhisheng, the director of the law office, main business scope: foreign investment and trade, commercial disputes, corporate affairs, real-estate issues, admiralty and maritime affairs, and so on. Yang Chunming, partner of the law office, main business scope: rearrangement of assets, merger, enterprise’s reform, liquidating, foreign investments, admiralty and maritime affairs, and so on. Lu Hongyan, partner of the law office, main business scope: foreign investment, corporate legal services, financial services, maritime, international trade, commercial disputes, and so on.
Wu Huifang, partner of the law office, main business scope: Real estate, the bid of construction project, finance, intellectual property right, labour law, and economy and civil action, and so on. Wang Rong, partner of the law office, main business scope: finance concerns, foreign investment and trade, commercial disputes, corporate affairs, real-estate issues, and so on. Xiao Qing, partner of the law office, main business scope: finance, insurance, construction project, intellectual property right, and so on. Contact Info.: ZHONG LUN W&D LAW FIRM (TIANJIN) E-mail: wzs@hongyilawoffice.com, Tel.: 008622-58580750, 13920149656 Fax: 008622-58580759
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NEWS >>
HONG KONG
Hong Kong competition law: when less is more
O
bservers were given an indication of the shape of the proposed new competition laws in Hong Kong through comments made by the Secretary for Commerce and Economic Development, Frederick Ma, before the Legislative Council. Ma told LegCo member Fred Li that it was not possible to list all types of anti-competitive conduct in the law because the form of anti-competitive conduct changes with time and circumstances. “In this regard, we propose in the consultation paper to provide in the law for a general prohibition against all conduct that has the purpose or effect of substantially lessening competition,” Ma added. The prospect of the new legislation
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has already prompted several law firms to fortify their presence across the region. Recently, Norton Rose transferred a competition team to Hong Kong from Brussels and London. ALB
香港竞争法：少即是多
在
香港新竞争法提交立法委员会表决前，观 察家期望通过商务及经济发展局局长马时 亨的言谈窥探新法内容。 马时亨对立法委员会委员Fred Li表示，在法律 中一一列出所有类型的反竞争行为并不可行，原 因在于，反竞争行为会随时间和环境不断变化。 马时亨补充道：“鉴于此，我们建议在新法中尽量 避免所有可能造成弱化竞争的行为。” 鉴于新法即将出台，多家律师事务所已开始着 手强化在香港地区相关领域的业务实力。近期， 诺顿罗氏已将负责竞争业务的团队由布鲁塞尔和 伦敦调至香港。
► ASIAN MARKETS IN A NUTSHELL: YEAR-ON-YEAR TRENDS, AS AT 12 MAY The Asian equity capital markets (IPOs, convertibles and follow-ons) have suffered a 43% decline year-onyear, registering the lowest number of deals launched since the same period in 2003. • Singapore ECM recorded its lowest number of deals launched on record • Japan ECM is also sluggish and at a six-year low • China and India are ranked the second and fifth most active ECM issuers in the world. China still has 51% of market share in Asia. Meanwhile India, while also in decline, was less affected by the regional downturn • China convertible bonds have reached the highest volume on record – US$6.7bn from seven deals • Asian securitisations totalled US$1.9bn from 21 deals, down 36.9% from the same period last year
ISSUE 5.6
Firm Profile
Rouse
NEWS >>
Rouse: leading the way in IP
C
hina is the new frontier in developing, commercialising and protecting IP rights. Just ask any of the lawyers at Rouse, a global intellectual property consultancy with offices in Beijing, Shanghai, Hong Kong and Guangzhou. The firm, which provides all forms of intellectual property services throughout Mainland China and Hong Kong, has represented clients in groundbreaking IP deals and decisions which have caught the interest of IP stakeholders worldwide. In September last year, Rouse was retained by Microsoft to assist in the investigation into an international Microsoft software piracy ring. As a consequence of the investigation, dozens of individuals in Guangdong and Shanghai were arrested and huge quantities of pirated content and disc replication equipment were seized. The case was the largest of its kind in IP history, with an estimated value of US$2bn. Two months later, Rouse was again breaking new ground when the Beijing Higher People’s Court made its final judgment in a lawsuit brought by the International Federation of Phonographic Industry (IFPI) against Yahoo! China for online copyright infringement. The Court held Yahoo! China liable for copyright infringement because the company had provided search and linking services that directed its users to sound recordings that Yahoo! China ought to have known were pirated. IFPI members were represented in the case by Beijing Lusheng Law Firm, Rouse International’s associated law firm in China. There is a kind of excitement and freshness about the way this firm operates. “Our firm culture is open and creative,” says head of trademarks group and partner Linda Chang. “In some ways, it is like a consultancy, not a law firm.” Although lawyers at Rouse know how to dress to impress, they also know how to take a more relaxed approach. “We are comfortable giving advice via e-mail, and provide executive summaries for complex issues,” says Beijing-based partner Zhang Zaiping. “This characteristic separates us from conventional law firm culture. Of course, the big firms themselves are beginning to loosen up, but I would say that our personable approach is still something that clients comment on.” This is a distinction which goes deeper than
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the surface. Rouse is one of the new generation of IP firms which is breaking the mould of what one expects to see from an IP outfit. “We integrate all aspects of IP, from packaging and branding to investigations and enforcement, as well as the more stereotypical legal IP work of trademark and patent advice and contracts,” says Shanghai-based partner Diana Matthias. “Our approach to tackling IP problems is usually strategic rather than case by case, and we adopt very practical, commercial and creative methods to reduce IPR problems at their source and for the long term.” The firm’s activities fall into four main areas: enforcement (criminal and civil litigation, negotiations and administrative actions); investigations; patent and trademark filing; and commercial IP consultancy. This broadbrush approach is facilitated by the diversity of the firm’s personnel. “We have both Chinese and foreign lawyers on staff, as well as patent and trademark agents, enforcement specialists and investigators,” says country manager Luke Minford. “This allows us to manage all brand/IPR protection issues from strategy to implementation on the ground, controlling the quality and costs better than separate law firms, trademark offices and investigation companies. And it is a formula that works. Rouse has a strong list of clients that continue to look to the firm for support and advice. “Our clients include several multinational firms, some of
whom work together in industry groups,” says Zhang. “For example, our offices in Thailand, Vietnam, Indonesia and Dubai are already working closely together on behalf of a loose coalition of auto manufacturers who cooperate in taking action against factories in China exporting counterfeit auto parts to traders around the world.” In China, specifically, the firm is well known for either establishing or being closely involved in a number of ambitious brand protection programs for major consumer brands or coalitions, including those in the fields of confectionery, cosmetics and foods, vehicle lubricants and power tools. The work the firm does to protect IP rights has not gone unnoticed by industry. When the Quality Brand Protection Coalition, a group of foreign and domestic brand owners in China, announced its annual list of “top 10” brand protection cases, two matters handled by Rouse were included. In fact, the firm has rarely been absent from the list; this year is the fourth consecutive year that it has made the cut. While the firm has an impressive list of multinational clients, it does not limit itself to the “big end of town”. “While we run huge programs for large clients and coalitions, one of our specialities is acting as in-house counsel for small to medium enterprises (SMEs), as these companies cannot afford sometimes to have their own legal specialists or internal legal departments, and thus cannot employ IP specialists,” says Minford.
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NEWS | appointments >>
► LATERAL HIRES Name
Leaving
Going to
Practice
Location
Dai Guanchun
Morrison & Foerster
Zhong Lun
Real estate, corporate and securities
Beijing
Xue Yi
Seafront
Zhong Lun
M&A, anti-trust
Beijing
Chen Luming
King & Wood
Jones Day
M&A, corporate, arbitration
Shanghai
Zhou Tianlin
AllBright
Gaopeng
Banking & finance, corporate
Shanghai
▲ PROMOTIONS Firm
Name
New role
Lovells
Horace Lam
Partner
Beijing
Lovells
Terence Lau
Partner
Hong Kong
Holman Fenwick Willan
Chris Chan
Partner
Hong Kong
Holman Fenwick Willan
Nicholas Poynder
Partner
Shanghai
Holman Fenwick Willan
Steven Wise
Partner
Hong Kong
Kennedys
Christine Tsang
Partner
Hong Kong
various
Zhong Lun
King & Wood
Jones Day
Jones Day hires partner from King & Wood Former King & Wood Shanghai partner Chen Luming has joined Jones Day as a partner in Shanghai. Qualified both in the US and China, Chen focuses his practice on cross-border M&A, foreign direct investment, energy projects and international arbitration. Chen represents major multinational corporations in their investments in China and advises Chinese companies in their overseas investment projects. Chen is also on the panel of the China International Economic and Trade Arbitration Commission (CIETAC). He has represented many foreign companies in their arbitration cases before CIETAC and has also advised Chinese companies in their arbitration cases before international arbitration institutions. Before joining King & Wood in 2002, Chen had practised with Paul Hastings in the US and O’Melveny & Myers in China.
众达将金杜合伙人招至麾下
金杜律师事务所上海分所前合伙人陈鲁明加盟众达律 师事务所上海代表处，担任合伙人。陈鲁明在中美均 有律师执业资格，业务重点包括跨境并购、外商直接 投资、能源项目和国际仲裁。 陈鲁明曾代表大型跨国公司，协助其在中国投 资，并为中国企业提供法律顾问服务，协助其完成 海外投资项目。陈鲁明还是中国国际经贸仲裁委员 会（CIETAC）委员。他曾代表诸多外国公司，参与 CIETAC仲裁案件，亦为中国公司提供顾问服务，协助 其在国际仲裁机构解决仲裁案件。 2002年加盟金杜之前，陈鲁明曾在普衡律师事务所 美国办事处和美迈斯律师事务所中国代表处执业。
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Location
Zhong Lun keeps growing head office Zhong Lun has continued to expand its head office in Beijing with the addition of three senior lawyers, Dai Guanchun, Xue Yi and Simon Cheong. Dai, formerly of Morrison & Foerster, has joined Zhong Lun as a partner; his practice is focused on real estate, corporate and securities. Xue Yi has also joined as a partner from Beijing firm Seafront and adds expertise to the firm’s M&A and anti-trust teams. Simon Cheong has been appointed of counsel and will advise on issues relating to cross-border M&A, private equity and banking & finance.
中伦金通继续扩大总部规模
中伦金通通过新增三位资深律师继续扩大北京总 部的规模。三位新加盟的律师为：戴冠春、薛熠和 Simon Cheong。 戴冠春此前在美富律师事务所任职，加盟中伦金 通后担任合伙人，业务集中于房地产、公司事务和证 券领域。薛熠离开北京思峰律师事务所加盟中伦金 通并担任合伙人，令中伦金通的并购和反垄断业务团 队如虎添翼。 Simon Cheong被任命为法律顾问，负责为跨境 并购、私人股权、银行和金融领域的相关问题提供顾 问服务。 AllBright
Gaopeng
Banking & finance partner joins Gaopeng A former senior associate at AllBright, Zhou Tianlin has joined Gaopeng Shanghai office as a partner. Zhou specialises in banking & finance and corporate
law, and has been involved in the recapitalisation of a number of financial institutions, trust formations and financing, M&A deals and structured finance transactions. Prior to practising with AllBright in 2003, Zhou had been the head of legal in Shanghai Pudong Development Bank for four years. Also joining Gaopeng in May was senior associate Zheng Zhilong. Zheng, formerly a senior associate with Tianjing local firm Jun He, is working in Gaopeng’s Tianjing office. He has extensive experience in litigation.
银行和金融领域合伙人加盟高朋
锦天城律师事务所前高级律师周天林加盟高朋上海 办事处任合伙人。周天林的专业领域包括银行、金融 和公司法，曾参与多个金融机构的资本重组、信托构 成与融资、并购交易、结构融资交易。2003年加盟锦 天城之前，周天林在上海浦东开发银行任首席法律顾 问达四年。 高级律师郑志龙亦于五月加盟高朋。郑志龙此前为 天津君合律师事务所高级律师，现加盟高朋天津办事 处。郑志龙在诉讼领域拥有丰富经验。
undisclosed
Commerce & Finance
Commerce & Finance adds a new partner Commerce & Finance, a leading boutique firm offering domestic and international corporate and securities services to a wide range of clients, has made a rare lateral hire. The firm has appointed Guo Wenqing, a highly regarded partner specialising in corporate and securities transactions, to the already outstanding team in Beijing. Guo had been a partner in the international department of a large national firm. She has advised on a large number of corporate financing transactions, including domestic and overseas listings, H-share IPOs, private equity and venture capital investment, and M&A.
通商新添一位合伙人
通商律师事务所是领先的专业型律师事务所，在公司 与证券业务领域为众多国内外客户提供服务，近期完 成一项并不常见的合伙人横向聘任。通商为业绩不凡 的北京证券团队引入新合伙人郭文氢。郭律师在业内 颇有名气，专业特色在于代理公司和证券交易。 郭律师此前在一家大型全国性律师事务所的国际 业务部任合伙人。她曾参与诸多企业融资交易，包括 国内外上市、H股IPO、私人股权、风险投资和并购。
Lovells
Eight promotions at Lovells Lovells has announced the promotion of two new partners, Horace Lam and Terence Lau. Lam and Lau joined 16 other lawyers globally to become new Lovells partners. Horace Lam has been elected an intellectual property media Horace Lam and technology (IPMT) partner in Beijing, following the launch of Lovells’ trademark agency in Beijing in December 2007. Terence Lau has been elected a corporate partner in Hong Kong. He is recognised as one of the rising ISSUE 5.6
NEWS | appointments >>
stars in the equity capital markets field in Hong Kong, having advised on many of the region’s largest recent IPOs, including the US$1.9bn Country Garden Holdings listing in 2007. In addition, six promotions to consultant/of counsel have been made across all of the firm’s practice areas. In Hong Kong, James Fong became a consultant in the equity capital markets group, Kelly Naphtali a consultant in the business restructuring & insolvency group and Damon So a consultant in the projects group. In Dubai, Imran Mufti becomes a consultant in the banking practice. The promotions of Andrew Cobden in Hong Kong and Geoffrey Lin in Shanghai as consultants will further bolster the development of the firm’s IPMT practice. The promotions have brought the total for Lovells in Asia to 26 partners and 21 consultants across the region’s seven offices.
路伟晋升八位律师
路伟律师事务所宣布将Horace Lam 和 Terence Lau 晋升为新合伙人。Lam 和Lau与全球范围内其他16位 律师共同成为路伟新合伙人。 2007年12月，路伟在北京成立商标业务机构 后，Horace Lam升任北京办事处合伙人，负责知识产 权媒体和技术（IPMT）领域的业务。 Terence Lau在香港办事处任合伙人，负责公司领 域的业务。Terence Lau被视为香港股权资本市场法 律服务领域的新星，近期曾参与多宗地区规模最大 的IPO，包括2007年价值达19亿美元的碧桂园集团 上市项目。 此外，在路伟各个业务领域，另有六位律师被晋升 为顾问律师。在香港，James Fong成为股权资本市场 业务团队的顾问律师，Kelly Naphtali成为业务重组和 破产业务团队的顾问律师，Damon So成为项目业务 团队的顾问律师。在迪拜，Imran Mufti成为银行业务 领域的顾问律师。 香港的Andrew Cobden和上海的Geoffrey Lin晋升为 顾问律师后，可进一步推动事务所IPMT业务的发展。 晋升后，路伟亚洲地区七处办事处的合伙人总数达 26人，顾问律师达21人。 undisclosed
Rouse & Co
Rouse appoints new head of patent practice Rouse & Co International, an intellectual property consultancy with 18 offices globally, has appointed US patent attorney Troy Cai to head up its China patent practice in Beijing. Cai brings eight years of Troy Cai experience as a patent attorney, much of which he obtained with a major US intellectual property law firm. More recently, he has been working in Shanghai where he headed the IP Group of a major joint venture project, having previously been in the IP Department of a large European multinational. “Cai’s US patent experience and deep understanding of the commercialisation issues affecting businesses in Asia are a rare basket of skills that will benefit our clients immensely,” said Luke Minford, head of Rouse & Co China. www.legalbusinessonline.com
罗思任命专利业务新主管
罗思咨询有限公司是一家知识产权咨询机构，全球设 有18个办事处，近期任命美国专利律师Troy Cai担任 罗思北京办事处中国专利业务主管。 Troy拥有八年的专利律师工作经验，多数经验得益 于在大型美国知识产权律师事务所工作的经历。Troy 近期将赴上海工作，带领IP业务团队参与大型合资 项目，Troy此前曾在大型欧洲跨国企业的IP业务部 任职。 罗思中国业务主管Luke Minford表示：“Troy Cai拥 有深厚的美国专利法经验，对亚洲地区影响业务的商 业化问题有深刻认识，这是不可多得的专业才能，对 罗思的客户大有裨益。” Kuroda
Kuroda changes Shanghai chief representative Japanese firm Kuroda has appointed partner Yoshinari Yasue as the new chief representative of its Shanghai office. Yasue’s main practice areas include corporate legal services, intellectual property rights transactions and matters involving the Trade Act for numerous Japanese companies across a wide range of industries. He has a strong practice in supporting investments in China by Japanese small to medium enterprises in the new business markets, especially in special printing companies and the leisure industry. Yasue has been working at the firm’s Shanghai office since February 2005 and was made partner last April.
日本黑田委任新上海首席代表
日本律师事务所黑田任命合伙人Yoshinari Yasue担 任上海办事处新任首席代表。 Yasue的专业领域包括公司法律服务、知识产权交 易、以及各行业日本公司可能面临的与《贸易法》相 关的事务。在支持日本中小企业投资中国新兴市场方 面，Yasue经验丰富，尤其了解特殊印刷行业和休闲行 业的相关法律事务。 2005年2月，Yasue进入事务所上海办事处任职，去 年4月成为合伙人。
Simmons & Simmons
Simmons & Simmons strengthens China corporate group Simmons & Simmons has strengthened its China Corporate Group with the promotion of two associates to Consultant – Lee Hill and Richard Lee. Lee Hill’s focus is mainly on major projects work. He has extensive experience in corporate, finance and restructuring transactions. Richard Lee’s focus is primarily advising clients on M&A, FDI and general commercial transactions in China. The firm’s China Corporate Group, which covers both Shanghai and Hong Kong, has 14 partners and consultants.
点主要是在并购、外商直接投资和中国一般商业交易 方面为客户提供咨询服务。 事务所中国公司业务团队的业务范围现已涵盖上 海和香港，共有14位合伙人和顾问律师。
Holman Fenwick Willan
Big Asia focus for Holman Fenwick Willan British shipping specialist firm Holman Fenwick Willan has revealed its new partner appointments – and fully half of them are Asia based. They are Nicholas Poynder of the Shanghai office, Chris Chan and Steven Wise of the Hong Kong office, and Barry Nicholas Poynder Stimpson of the Singapore office. Following a growing trend, particularly for UK firms, the firm has also made an appointment to what it describes as a “partner-equivalent position”. Kaare Langeland takes up the position of “senior manager” at the firm’s London office. In an era in which movements of senior lawyers between firms are all the more common, it is worth noting that half of HFW’s new partners trained and developed their careers at the firm.
夏礼文勾画亚洲业务新蓝图
英国夏礼文律师事务所主要从事海运领域的业务，近 期公布最新合伙人任命－半数新合伙人来自亚洲。亚 洲合伙人包括上海办事处的Nicholas Poynder、香港 办事处的Chris Chan 和 Steven Wise、以及新加坡办 事处的Barry Stimpson。 夏礼文紧跟在英国律师事务所中尤为盛行的趋势， 采用“相当于合伙人职位”的任命。Kaare Langeland 担任事务所伦敦办事处“高级经理”一职。 在高级律师频繁跳槽司空见惯的时代，半数新合伙 人始终在夏礼文事务所接受培训并发展职业生涯，的 确引人注目。
Kennedys
Kennedys appoints new partner Healthcare and professional services expert Christine Tsang has been appointed as a partner at Kennedys Hong Kong. Tsang has extensive experience in areas such as medical malpractice and professional indemnity claims, and is currently an honorary legal adviser for the Hong Kong Medical Association.
Christine Tsang
Kennedys任命新合伙人
卫生和专业服务专家Christine Tsang被任命为 Kennedys香港办事处合伙人。Tsang在医疗事故和 专业赔偿诉讼方面拥有丰富经验，现任香港医学会 名誉法律顾问。
西盟斯巩固中国公司业务团队
西盟斯律师事务所将两位律师Lee Hill 和 Richard Lee晋升为顾问律师，巩固中国公司业务团队的实力。 Lee Hill的业务重点为大型交易项目。他在公司、金 融和重组交易领域拥有丰富经验。Richard的业务重
31
"光阴筵席" 之 情有独 ——钟表收藏名家钟泳麟与他的欧米茄情缘
慧眼识金 情定经典时计 很多人在回忆起自己所拥有的第一块表时，都心情激动，它有可 能是我们亲人朋友馈赠给我们的礼物、有可能是我们自己买来用来计 时，或作为个人身份的象征。不过，在钟表收藏家眼中，腕表本身不 仅仅是艺术品，更加可以代表一个人的品位与个性，某些特殊的腕表， 尤其值得终身珍藏保存。我们今天拜访的钟泳麟先生，就拥有这么一 块让他印象深刻的腕表，那是欧米茄1956年为第16届奥运会出的一 款相当珍贵的纪念腕表。钟先生是一个对钟表爱得无法言喻的人，更 将钟表视为自己生活上的朋友。当他刚跨入中学的时候，父亲送给他
钟泳麟 中国香港著名钟表收藏家、鉴赏家及评论家，也是香港著名的时尚消费 品栏目的自由撰稿人，并在《时间艺术》、《名表论坛》担任主笔，已著有七、 八本关于腕表的著作，在世界名表鉴赏界拥有崇高威望和众多拥趸，他多年来 一直致力于向内地普及钟表文化知识及指导收藏腕表。而今天，我们有幸拜访 钟先生，共同分享他“情有独钟”的腕表人生……
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钟泳麟收藏的部分欧米茄古董腕表
一款欧米茄的星座系列腕表。按照钟先生的描述，这在当时
个人品味和个性的象征，以及作为一种艺术品去被我们欣赏
也是个“不小的奢侈品”，他也从此爱上了手表，但一直到
和体验。例如，一个人比较喜欢运动、比较阳光，那么就可
十五、六年前，自己的生意上了轨道，才开始以一星期购买
能比较喜欢欧米茄的“海马”系列，这不仅仅是因为其造型
一块的规模开始收藏，迄今已收藏有400多块，他认为在收藏
比较符合‘运动人’的偏好，更重要的是其表芯内在的品质、
手表的时候，会有个性风格表现在里面，也会或多或少地影
以及其强大的功能；此外，选择欧米茄“星座”或“碟飞”
响人生的态度与时间观念。
系列的人，又往往彰显着其高贵典雅的风度。”可以说，每 一位拥有表的人，也在表达他个人的审美观和对时尚生活的看
在谈到手表的收藏意义时，钟先生不禁浮想联翩，他说： “如今手表已不再是单纯作为看时间的工具了，更多的则是一
法。就像欧米茄，作为备受青睐的国际腕表品牌，时刻代表 着对于时尚造型及精湛工艺的不懈追求。
时光荏苒 动力十足 在钟泳麟先生看来，钟表收藏的年份是最不重要的因
取得的声誉，在所有品牌手表中都是独树一帜的。钟泳麟先生
素，并不需要用历史长短衡量其价值，机芯的品质、功能的复
最喜欢的就是星座系列，尤其是贵金属的“星座”系列，也就
杂与手工的精致是更加重要的因素：表的体积比较小，可自身
是现在的“碟飞”系列，它代表的就是高规格和独到的品位。
内在技术含量和外在装饰材料却价值不菲。每个品牌的表，都
另外一个是“海马”系列，它同样也倍受青睐，并且在技术和
会不间断地更新换代，以跟上时代的步伐。在欧米茄160年的
品质方面不断创新，用钟先生的话来说，“总之是买回来不会
制表历史中，欧米茄始终处在技术、设计的最前沿。欧米茄所
觉得后悔的一种表”。
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而谈及腕表收藏市场的情形时，钟先生更是自豪地讲述着他的收藏理念。“在我收藏 的四百多块手表中，有一百多支是欧米茄。不仅是我自己喜欢，欧米茄本身的收藏和升值 空间都比较大”。在聊到欧米茄在腕表收藏市场的表现时，钟先生用自己的例子向我们展 示了近年来OMEGA较强的升值表现，“我所收藏的1956年的奥运纪念版海马系列，如 今的售价与我两三年前收藏的价格相比，已经涨了六、七倍的价钱，相当于每年都有至少 50%的升值空间。”而除了表面上的升值变化外，钟先生更是道出了其中的奥妙：“在我 们行内来说，值得收藏的表除了精良考究的做功外，可识别性是很重要的。OMEGA就属 于这种表，你戴出去，我们一看就知道是欧米茄，它有种独特的魅力，很难形容，但却很
1956年问世的‘海马16’经典表款
容易感受。”
北京2008奥运每日限量版腕表
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奥运限量 经典复刻 谈及此番上市的“北京2008奥运每日限量版”，钟泳麟先生
起至8月24日闭幕日，此珍藏系列每日仅限量发售88只，并将在
细心地做了解释：“这款腕表是1956年问世的‘海马16’经典
表背印刻有北京奥运会会徽、独一无二的限量版编号(由0/88至
纪念表款(Seamaster XVI)的复刻版，融入了最时尚的外观设计
88/88)以及腕表的发布日期，其历史意义和纪念价值，无法复
元素，并且重新设计了内部机构。”
制，具有唯我尊崇的特性。而值得一提的是，钟先生曾经费尽 周折而得到的“海马16”经典纪念表款正是此次欧米茄“北京
从专业角度看，这款表搭载了欧米茄非常著名的同轴擒纵系 统装置，欧米茄在1999年与英国钟表大师George Daniels一同
2008奥运每日限量版”的原型，这样遥相呼应的“奥运”经典实 在让热爱表收藏的钟先生喜出望外。
研发推出的同轴擒纵系统，堪称欧米茄21世纪同轴擒纵天文台表 的典范之作，配备了这样一个杰出核心装置的腕表，长久运行的 可靠性和精准度得以大大提升。
钟先生认为，这款限量版腕表因为具有独特艺术风格和纪念 意义而变为艺术品，其收藏价值是无法估量的。他表示，自己已 经预定了8月8日的第28号那款,取“2008”之首尾、合“容易发
从历史价值来看，它是1956年墨尔本奥运会上推出的海马XVI 腕表的复刻版，黄金材质的表壳搭配象牙色的表盘，复古气息浓
达”之意（粤语）。钟泳麟先生说：“把握好生命中的每一刻， 让每一刻都璀璨，每一刻即是永恒。”
厚，而欧米茄此次更特别在表盘上使用了早期的品牌标志，看起来 就像是一件古董珍品。更值得一提的是，这款表还特意针对中国人 手腕细的特点作了特别的设计，极为适合国人的佩戴习惯。
对于钟泳麟先生来说，此番上市的“北京2008奥运每日限 量版”，不仅意味着能与自己的经典收藏之一“16届奥运会限量 版”遥相呼应，更是借着欧米茄的“腕表情缘”将主办奥运的喜
而从收藏潜力来看，该表款自奥运会开幕日2008年8月8日
悦表达得淋漓尽致。
Some day you’ll own an... The watch the world has learned to trust
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FEATURE | ALB China 20 >>
ALB China
China’s largest law firms China certainly is, and will remain, the star of the Asian legal scene for a long time. So in this year’s annual review of the region’s largest and most prominent firms, ALB China has increased the number of the largest Chinese firms from 10 to 20, to better reflect the growing breadth and strength of the dynamic market
A
long with their incredible rises in headcount, the firms in the 2008 ALB China 20 are becoming richer and more rational, and have higher turnovers and more confidence in their success than ever before. The 20 largest firms continue to prosper, all of them reporting doubledigit revenue gains – and some have doubled the income figures which are already rising as quickly as lightning strikes. Their presence in the market has also expanded significantly, both nationally and globally. Dacheng leads the pack in geographical expansion, with four additions to its national network in the first five months of this year. Currently, the firm has 552 lawyers and partners working in 15 offices. Grandall Legal Group is soon to be the latest PRC firm ALB China has made every effort to ensure firms likely to appear in the ALB 50 (see p41) were contacted. Firms were requested to provide accurate data promptly. The arrows in the ranking column show numerical changes compared to last year but do not indicate a qualitative change.
36
to open an international office, as the firm has been granted a licence by the Law Society of Hong Kong to open a Hong Kong branch office. After 30 years of China’s economic reform and opening up, these firms are a reflection of the country’s miracle growth story, achievements in modernisation and the development of the rule of law. But it is not all good news. Like all other sectors of the economy, law firms are being affected by rising interest rates, inflation, oil prices, appreciation of the RMB and the tightening of
lending approvals by banks. The Shanghai Stock Market Index is down considerably from its 6,000-plus highs and the IPO activity is slowing down. The biggest factor hindering law firms’ business development is the skills shortage. Many of the ALB China 20 firms say the greatest challenge is finding and retaining the skilled lawyers they need in order to keep growing. A perennial problem is the lack of expertise and experience in managing a large-size firm with multiple offices in different cities. Finding the most
“The top priority of our business development has shifted away from growing in size to growing in strength and quality, in the same direction that the deputy Minister of Justice has pointed out to us” TONG XIN, GUANG HE ISSUE 5.6
FEATURE | ALB China 20 >>
► ALB CHINA 20: CHINA’S LARGEST FIRMS Rank
Firm
Total lawyers & partners (Asia)
Managing partner (Asia)
Total partners (Asia)
1
King & Wood
650 Wang Junfeng
150
500
15 Beijing
2
Dacheng
552 Wang Zhongde
221
331
15
Beijing
3
Beijing DeHeng
406
Wang Li
74
332
14
Beijing
4
Grandall Legal Group
372 Multiple
93
279
5
Jun He
336 Xiao Wei
74
262
7 Beijing
7
AllBright
257
Shi Huanzhang
62
195
4
Shanghai
6
Guang He
249
Tong Xin
65
184
3
Shenzhen
8
Zhong Lun
217 Zhang Xue-Bing
82
135
5 Beijing
9
Kangda*
215
Fu Yang
39
176
10
Jingtian & Gongcheng
174 Zhang Xusheng
123
51
11
Tahota
162 Cheng Shoutai
22
140
12
Tian Yuan
155
35
13
Long An
150 Xu Jiali
35
Wang Lihua
Total lawyers (Asia)
Offices Headquarters
9 N/A
11
Beijing
3 Beijing 4
Chengdu
120
2
Beijing
115
4 Beijing
14
Jincheng & Tongda
149
Tian Yu
59
90
7
Beijing
15
Hylands
137
Jia Chunsheng
27
110
3
Beijing
16
Fangda
135 Gao Yang
27
108
3 Shanghai
17
King Capital
132 Meng Bing
20
112
18
DeHeng (Shandong)
115 Luan Shaohu
41
74
19
Zhonglun W & D
115 Chen Wen
28
87
4 Beijing
20
Guantao
115
18
97
8
Cui Liguo
4 Beijing 5 Qingdao Beijing
This table does not purport to be exhaustive. Firms are ranked by total number of lawyers and partners. Firms were asked to supply the most up-to-date qualified lawyer and partner numbers between 10 May and 5 June 2008. *Firm did not submit the numbers; number of total lawyers and partners is according to www.lawyer.org.cn, while the number of partners is according to the website as of 5 June 2008.
► ALB CHINA’S 10 LARGEST INTERNATIONAL FIRMS IN CHINA Rank
Firm
Total lawyers & partners (Greater China)
Managing partner (Greater China)
Total partners
Total lawyers
Offices (Greater China)
Country of origin
1
Mayer Brown JSM
300 Elain Lo
60
240
4 US/HK
2
Baker & McKenzie
294
57
237
4
3
Linklaters
210 Zili Shao
27
183
3 UK
4
DLA Piper
177 Multiple
35
142
3 UK/US
5
Paul, Hastings, Janofsky & Walker
159
Multiple
30
129
3
US
6
Allen & Overy
149
Multiple
34
115
3
UK
7
Freshfields
146
Teresa Ko
19
127
3 UK
8
Herbert Smith
135 Multiple
17
118
3 UK
9
Jones Day
115 Multiple
26
89
3 US
10
Lovells
17
82
3
99
David Fleming
Multiple
US
UK
► ALB CHINA’S LARGEST FIRMS IN HONG KONG Rank
Firm
1
Deacons
Total lawyers
Total partners
113
74
2
Woo Kwan Lee & Lo
77
11
William CY Kwan
47
30
3
Wilkinson & Grist
47
4
N/A
25
22
2
4
Gallant YT Ho & Co
5
Robertsons
40
Amanda Liu
23
17
4
25
Christopher Gordon
15
10
6
2
Arculli Fong & Ng
24
Ronald Arculli
11
13
1
7
Stevenson Wong & Co
20
N/A
11
9
2
8
Tanner De Witt
19
N/A
13
6
1
9
Hampton Winter & Glynn
18
N/A
11
7
1
10
Boase Cohen & Collins
15
Colin Cohen
8
7
1
11
So Keung Yip & Sin
13 N/A
7
6
2
www.legalbusinessonline.com
Total lawyers & partners
Managing partner
177 Lindsay Esler
Offices
37
FEATURE | ALB China 20 >>
effective management approach and improving corporate governance and quality control are considered to be the most difficult aspects of making a large firm work well. Law firms operating in China can no longer take the dynamic and prosperous times for granted. Although a significant number of opportunities will be created as a consequence of the country’s continuing industrialisation and urbanisation, and the natural maturing of the legal market, the market is becoming increasingly competitive. It is imperative that law firms take a strategic approach to management, offer specialised expertise and improve their teamwork.
Grow in strength An otherwise normal summer’s day in Shenzhen has turned memorable for Guanghe, the largest firm in Shenzhen and the sixth largest nationwide. On 29 May, a group of delegates from the Ministry of Justice, led by the deputy Minister of Justice Zhao Dacheng, visited Guang He and congratulated the firm on its success in developing itself to be one of the largest firms in China. On the day, a conference was hosted at Guang He for the delegates to share the firm’s celebration of its success and how it achieved it. Topics including how law firms can grow in size and strength, and how local firms can develop more internationally-oriented practices were also discussed during the conference. The deputy Minister of Justice emphasised to Guang He the importance of being innovative in business development and building up the strength as well as the size of the firm.
As significant as the official recognition is the firm’s last count revenue growth rate. The firm has realised an 85% increase in revenues in 2007, reaching a new record high and remaining the number one firm in Shenzhen by revenue. Commercial and corporate legal services in the real estate sector continue to be the main profit centre at Guang He. However, Tong Xin, managing partner of Guang He, noted that the number of lawyers had been reduced by a very small percentage compared to the same time last year. This is the first time the number of lawyers has been cut back, but the small decrease in lawyer numbers has resulted in a big step forward. “The top priority of our business development has shifted away from growing in size to growing in strength and quality, in the same direction as the deputy Minister of Justice has pointed out to us,” says Tong Xin. Guang He is currently undergoing a restructure. The firm is cutting back on lawyers with unsatisfactory performance, enhancing recruiting efforts to attract good talents and strengthening the cohesiveness of the partnership. “All these changes and measures are being taken to ensure we have the best resources and expertise to service our clients and use teamwork to deliver quality services. How services are delivered is as important as what services are delivered,” Tong says. Gone are the days when law firms would hire many lawyers to increase the headcount in order to impress. Now, it is about a fight for the top talent and specialised experts in order to
meet client demand for high-end legal representation and improve profit performance. “Going forward, we’ll also look into expanding our practice areas and growing the volume of non-contentious and cross-border work,” says Tong. Tong added that Shenzhen would offer further opportunities for real estaterelated legal service providers, as it will be hosting the 2011 Summer World University Games. The firm hopes to be involved in many large infrastructure projects in Shenzhen and to win mandates from international investors interested in Shenzhen’s infrastructure and construction sectors.
Managing growing pains Growth is good news and it is important for first-tier firms to have good coverage of the important geographical areas. However, this is usually accompanied by growing pains. As ALB China’s many in-house readers frequently comment, one mistake can be enough for a firm to be removed from a client’s service provider list forever. “Large firms can now put greater numbers of lawyers on big deals and offer national reach,” Catherine Wang, general counsel of DSM China, says, “but I’ve got grave concerns about their ability to work together with their new colleagues and come up with coherent, high-quality advice. If I or other general counsel I know have problems with a particular national firm, I’d rather ignore the one-stop shop option and go back to using an array of smaller firms where I know I can get access to the best partners and the best advice.”
“The challenge for some of the largest China firms is that they’ve grown very, very quickly, and in this market where there isn’t a lot of ready-made talent, obviously there aren’t a lot of people in that category” ROBERT LEWIS, LOVELLS 38
ISSUE 5.6
FEATURE | ALB China 20 >>
“If I or other general counsel I know have problems with a particular national firm, I’d rather ignore the onestop shop option and go back to using an array of smaller firms where I know I can get access to the best partners and the best advice” CATHERINE WANG, GENERAL COUNSEL OF DSM CHINA
► IN COMPARISON: THE 2007 ALB CHINA 10 Rank
Firm
1
King & Wood
2
Grandall Legal Group
3
Dacheng
4
Beijing DeHeng
5
KangDa
6
Zhong Lun Law Firm
7
AllBright
8
Jun He Law Offices
9
GuangHe
10
Shangdong DeHeng
► ALB CHINA 20 FIRMS WITH OVERSEAS OFFICES Firm
Overseas offices
Beijing Deheng
Paris, New York, The Hague
Guang He
New York
Grandall
Hong Kong
Jincheng & Tongda
Los Angeles
Jun He
Hong Kong, New York
King & Wood
Hong Kong, Tokyo, Silicon Valley, New York
Zhong Lun
Tokyo
Zhonglun W & D
London
www.legalbusinessonline.com
Many of the country’s successful firms have achieved rapid growth by breaking down a legacy of partner fiefdoms and improving non-existent or ineffective cost- and profit-sharing systems. Now, many of the larger firms will have replicate at an office level what they have done at the partner level: better integration of systems to enable optimal service levels for the client. In the case of eight firms in the ALB China 20, this involves more than seven offices, usually separated by thousands of kilometres. With the large firms now boasting hundreds of fee earners and opening multiple new offices, achieving consistency in the quality of advice provided is the primary challenge. By adding eight offices and more than 200 lawyers, Beijing-headquartered Dacheng has overtaken Grandall Legal Group and become the country’s second-largest firm, only overshadowed by King & Wood. Dacheng was also the country’s fastest-growing firm in 2007. Dacheng’s managing partner Wang Zhongde, awarded Managing Partner of the Year at the ALB China Law Awards this year, revealed that the firm has invested significantly in management, quality control and efficient communication to keep the quality of services consistent across a large number of branch offices. “The multi-million-dollar investment in management may result in low profitability temporarily, but it is imperative and will benefit the firm in the long run,” says Wang. “We still have a lot of work to do in this area to make our growth
sustainable and ongoing.” Grandall Legal Group, the thirdlargest firm in this year’s ALB China 20 list, agrees that good management is critical for ensuring that large firms succeed. And as firms become larger, they have to review and improve their managing mechanism and system. “The managing capability must increase in line with a firm’s growth. Managing a 300-staff firm is quite different from managing a firm with 50 lawyers or 100 lawyers,” says Guan Jianjun, managing partner of Grandall’s Shanghai office. In the case of Jun He, a firm with a reputation for consistency of service and quality, and for stability in its partnership, a large number of lateral hires were made in the past 12 months. Liu Honghuan, former head of litigation practice group in Zhonglun, and Fei Ning and Huang Song, former partners with Haiwen in Shanghai, are among some of the recent senior partner appointments in Jun He. The fresh intake of partners and lawyers has helped the firm move up two levels to sixth place in this year’s ranking. Strict management in the recruitment and selection process for new hires remains the firm’s main method of controlling quality. “We are always growing our team, but when we recruit we use rigorous selection criteria. For example, we only hire people who fit well into Jun He’s culture, and are suitably qualified with expertise and experience in certain practice areas,” says Kirk Tong, senior partner with Jun He. “They also need to have a proven track record in delivering quality service and to 39
FEATURE | ALB China 20 >>
“The market in China is going to become increasingly competitive … if there is a global economic slowdown, then that’s going to affect law firms simply because there will be fewer deals and more firms competing for them” DAVID JACOBS, BAKER & MCKENZIE
demonstrate their ability to work as a team with other lawyers and partners.” Similarly to Jun He, Grandall and Dacheng, other firms in this year’s list commented that the key areas for firms’ further development should be management and training, and all firms are taking action to meet these challenges.
Under the new law, individuals with a bachelor’s degree and more than 15 years of working experience in certain shortage areas can be licensed to practise law without having to take the tough national bar exam. These new measures will inevitably help enable firms to specialise their practices.
The international perspective Changes to the Law on Lawyers will hasten firms’ growth A major overhaul of the Law on Lawyers took effect on 1 June 2008. The new law gives domestic lawyers some of the rights that have been long taken for granted in the US and elsewhere. This will help boost the size of law firms. The amended law allows various organisational structures of law firms, including sole practitioner, partnership and special partnership. The introduction of the special partnership is welcomed by some large firms, as it gives legal effect for internally limited liability partnership in a law firm. “The newly permitted special partnership will speed up domestic law firms’ expansion, because limited liability partnerships can reduce the risks of the partners of a law firm and make it easier for law firms to appoint new partners and open branch offices,” says Tong Xin of Guang He. “It also allows domestic firms to adopt the flexible and advanced organisational structure generally used by large international firms,” he continues. The new law also provides professionals in fields such as finance, securities, intellectual property and banking with an alternative way to obtain a bar licence, which could help alleviate the shortage of lawyers in certain specialised areas. 40
For international firms, China holds significant promise and is delivering on that promise. However, as a consequence of global economic turmoil and the natural maturing of the Chinese legal market, international firms are finding it increasingly challenging to making strategic decisions on expansion. “The market in China is going to become increasingly competitive and an increasing number of firms are going to attempt to make a go of it over here,” predicts David Jacobs, AsiaPacific Regional Chairman of Baker & McKenzie. “But if there is a global economic slowdown, then that is going to affect law firms simply because there will be fewer deals and more firms competing for them.” Any slowdown in work will likely pluck the low-hanging fruit of late arrivals first, suggests Robert Lewis, managing partner of UK-based Lovells’ Beijing office. “A lot of firms coming from places such as the US have come in riding the crest of a very good wave in their home markets. “Now, with many of these firms, especially those from the US, going to find themselves affected by this slowdown, if and when it comes, it is possible that in 2009 and 2010 we will see firms revisit their level of investment, possibly leading to some retrenchment as they find their initial
investment is unsustainable in terms of getting an office in China up and running and moving independently,” explains Lewis. All this, he suggests, is part of a natural maturing of the Chinese legal market which will make it increasingly difficult for new entrants to catch up with established players. The other major challenge for law firms of all stripes, whether firmly established or just opening in China (and in a number of other Asian jurisdictions such as Singapore, whose recent deregulation of the legal market has sparked a new wave of competition and talent wars), is finding qualified staff who can produce quality work in a bilingual, bicultural environment and ensure a quality product that enhances, rather than detracts from, a consistent client experience. While many local Chinese firms have experienced meteoric growth, anecdotal evidence suggests that this growth has lately been accompanied by a concern that some firms have “grown too fast” and that work produced has suffered as a result. “For us as a foreign firm, the talent pool is still very limited because everyone is looking for essentially the same candidate,” says Lovells’ Lewis, referencing the dream lawyer who is “bilingual, bicultural, and can do deals in and out of China”. “The challenge for some of the largest China firms is that they’ve grown very, very quickly, and in this market where there is not a lot of ready-made talent obviously there are not a lot of people in that category,” Lewis continues. “But I do feel that over the past few years we have not only remained in a competitive position on the hiring front but that the talent pool has expanded a bit,” he concludes. ALB ISSUE 5.6
FEATURE | ALB China 20 >>
► ALB 50: ASIA’S LARGEST FIRMS Rank
Firm
Total lawyers & partners*
Country of origin
Managing partner
Total lawyers*
Total partners*
Offices in Asia
Total offices worldwide
1
Minter Ellison
1,100
Australia
Multiple
802
298
3
13
2
Baker & McKenzie
1,075
US
David Jacobs
760
315
14
70
3
Mallesons Stephen Jaques
1,059
Australia
Multiple
289
19
3
9
4
Allens Arthur Robinson
891
Australia
Jim Dunstan
705
186
10
15
5
Clayton Utz
867
Australia
Multiple
643
224
6
6
6
Freehills
843
Australia
John Curtis, John Dick
627
216
8
8
7
DLA Phillips Fox
779
Australia/NZ
Alastair Da Costa
619
160
14
64
8
Blake Dawson
768
Australia
N/A
590
178
2
8
9
King & Wood
650
China
Wang Junfeng
500
150
13
15
10
Dacheng Law Offices
552
China
Wang Zhongde
331
221
15
15
11
Corrs Chambers Westgarth
524
Australia
John Denton
408
116
5
5
12
Deacons
472
Hong Kong
Don Boyd
262
210
5
11
13
Amarchand & Mangaldas & Suresh A Shroff & Co
430
India
Shardul Shroff
390
40
5
5
14
Beijing Deheng
406
China
Wang Li
332
74
11
14
15
Nishimura & Asahi
395
Japan
Akira Kosugi
318
77
1
1
16
Kim & Chang
380
Korea
Young Moo Kim
260
120
4
4
17
Grandall Legal Group
372
China
Lv Hongbing
279
93
9
9
18
Mayer Brown JSM
370
US
Elain Lo
300
70
7
21
19
FoxMandal Little (FML)
366
India
Som Mandal
315
51
10
10
20
Jun He
336
China
Xiao Wei
262
74
5
6
21
Mori Hamada & Matsumoto
323
Japan
Multiple
250
73
3
3
22
Anderson Mori & Tomotsune
320
Japan
Multiple
256
64
2
2
23
Linklaters
308
UK
Giles White
260
48
6
30
24
Nagashima Ohno & Tsunematsu
305
Japan
Kenichi Fujinawa
244
61
1
1
25
Bae, Kim & Lee LLC
290
Korea
YS Oh
229
61
4
4
26
Middletons
289
Australia
Nick Nichola
230
59
2
2
27
Freshfields
277
UK
Multiple
253
24
6
27
28
HWL Ebsworth Lawyers
263
Australia
Juan Martinez
165
98
4
4
29
AllBright
257
China
Shi Huanzhang
159
62
4
4
30
Gadens
256
Australia
Multiple
256
112
7
7
31
Allen & Gledhill
250
Singapore
Lucien Wong
147
103
1
1 3
32
Guang He
249
China
Tong Xin
184
65
2
33
Allen & Overy LLP
247
UK
Brian Harrison
190
57
6
28
34
WongPartnership LLP
240
Singapore
Dilhan Pillay Sandrasegara
176
64
4
4
35
Lee & Ko
237
Korea
Yong Suk Yoon
154
83
3
3
36
Hunt & Hunt
229
Australia
Maureen Peatman
156
73
11
11
37
Bell Gully
223
New Zealand
Roger Partridge
180
43
2
2
38
Herbert Smith
219
UK
Ashley Alder
182
37
8
12
39
Zhong Lun
217
China
Zhang Xue-Bing
135
82
5
5
40
Jones Day
216
US
Multiple
159
57
7
30
41
Kangda
215
China
Fu Yang
176
39
11
11
42
Morrison & Foerster LLP
212
US
Multiple
165
47
5
17
43
Chapman Tripp
211
New Zealand
Andrew Poole, Mark Reese
160
51
3
3
44
Dibbs Abbott Stillman
211
Australia
Alan McArthur, Duncan Hart
141
70
5
5
45
Paul, Hastings, Janofsky & Walker
201
US
Multiple
158
43
4
18
46
Maddocks
192
Australia
David Rennick**
142
50
2
2
47
Yoon Yang Kim Shin & Yu
181
Korea
Multiple
119
62
1
1
48
Luthra & Luthra
181
India
Rajiv K Luthra
155
26
3
3
49
Henry Davis York
178
Australia
Stephen Purcell
130
48
1
1
50
Jingtian & Gongcheng
174
China
Zhang Xusheng
123
51
3
3
* Numbers in Asia ** From 1 July
www.legalbusinessonline.com
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SPECIAL REPORT | China >>
ALB
CHINA 2008 Beijing: home to top talent and top firms The local legal industry has delivered another year of laudable performance. Leading commercial firms in Beijing, Shanghai and Guangzhou have gone from strength to strength, as revenues, number of lawyers and fee rates continue to rise. China remains a good choice for international investors, and the influx of foreign firms coming here is seemingly unstoppable. ALB takes a closer look at the development of the legal industry in a number of leading economic centres in China
T
he year 2008 will go down in history as the year the Beijing Olympic Games symbolised the rise of China. It will also be seen as the year when “the quantitative changes of the Beijing legal profession transform[ed] into qualitative changes”. Jiang Jiang, a partner with Hylands, is one of the lawyers using “qualitative changes” to describe the development of Beijing firms. Hylands was founded in early 2007 based on the merger of Hao Tian and Li Wen & Partners, two firms with strengths in different practices. Jiang notes that the merger of equals is a pattern that is emerging in the evolving Beijing legal services market. “The increased size of a firm can definitely add competitive advantages ► LIGHTNING GROWTH OF PRC FIRMS Firm
Head office
Revenue growth rate in 2007
Dacheng
Beijing
108%
Jincheng & Tongda
Beijing
99%
Zhong Lun
Beijing
51%
Zhenghan
Shanghai
51%
Brighteous
Hangzhou
50%
Guantao
Beijing
41%
Fangda Partners
Shanghai
40%
Alpha & Leader
Guangzhou
38%
Grandall Legal Group
N/A
37%
Zhonglun W&D
Beijing
35%
Source: Fast 10, ALB China Issue 5.1
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when bidding for large-scale transactions. But, more importantly, the merger of firms with different specialisations can expand practice areas and add specialised capabilities,” says Jiang. Hylands, the newly created force in Beijing’s legal services market, now has 26 partners and more than 100 lawyers across offices in Beijing, Shanghai and Nanjing. “The capability to provide the full spectrum of legal services for businesses by specialised practice groups is what has made Beijing firms the most sought-after legal advisors across the country, especially when companies face sophisticated and large-ticket legal issues,” Jiang says. Wang Ling of King & Wood agrees with the concept of “qualitative changes”, saying the traditional geographical advantage of Beijing firms is no longer the major determinant of clients’ decisions to bring Beijing firms on board in important projects and deals. “In the past, Beijing firms had an advantage in being chosen for some record-breaking transactions due to their proximity to industry regulators, lawmakers and government offices,” says Wang. “Today, although the geographical advantage still exists to an extent, Beijing firms’ biggest advantages have changed to the know-how and experience they’ve accumulated over 15 years, and the proven track-record and solid portfolio of landmark transactions.” ISSUE 5.6
SPECIAL REPORT | China >>
sustains growth momentum As a result of the “qualitative advantages”, PRC counsel in highprofile listings, M&A deals and international commercial dispute resolution are mostly Beijing firms. Having similar advantages to those that private practice firms had in the past decade, in-house departments in Beijing are widely considered to be more sophisticated and larger than in-house departments in other parts of the country, with Shanghai possibly the closest rival. “The majority of large SOEs and top 100 companies are based in Beijing, as well as the high-profile general counsel and CLOs,” says Liu Hongqiang, the China representative of the Association of Corporate Counsel (ACC) and the general counsel of Beijing-headquartered central SOE, the China Electronic System Engineering Corporation. “In-house practitioners in Beijing are usually more sophisticated and
functional than those in other cities. Of course, in Shanghai there are many good general counsel in multinational companies.” Based on an overall analysis, Liu says, ACC has decided to locate its China headquarters in Beijing where the global organisation can best facilitate its members here. Knowing how to instruct external counsel and how to be selective, inhouse departments in Beijing have been helping to enhance the service quality of Beijing firms. At the same time, their rapid business development has caused a surge in demand for legal services, and pushed their external counsel to acquire more cutting-edge practices and services. “The past year has been a year of great success for our clients, and there have been many interesting and challenging transactions for us to deliver outcomes on,” says Zhang Xuebing, the managing partner of Zhong Lun.
BEIJING
“Today, although the Beijing geographical advantage still exists to an extent, Beijing firms’ biggest advantages have changed to the knowhow and experience accumulated over 15 years, and the proven track-record and solid portfolio of landmark transactions” WANG LING, KING & WOOD www.legalbusinessonline.com
► BEIJING AND SHANGHAI IN COMPARISON Firm origin PRC
No. of firms: Beijing
No. of firms: Shanghai
1,100
759
US
37
32
Hong Kong
16
16
UK
11
15
Japan
6
8
Singapore
2
7
Australia
4
6
Germany
2
6
France
4
5
Korea
3
1
Other
6
8
Source: Ministry of Justice, as at 30 July 2007
It is unarguable that the average charge-out rate of Beijing firms is usually higher than the average rate in other cities, but it is not stopping companies from using Beijing firms. “Most in-house counsel are very willing to pay because of the expectation of having a good result when cooperating with external counsel,” says Liu. Wang Lihua, managing partner of Beijing firm Tian Yuan, backs up Liu’s claim that the charge-out rate of Beijing firms is usually higher than in other cities. However, the efficiency and quality of work can add value to clients’ businesses and eventually justify the total cost. “To a large extent, increasingly selective clients with quality-driven approaches have been pushing the Beijing legal industry forward,” says Wang. 43
SPECIAL REPORT | China >>
Shanghai: bucking the global trend D
espite the turmoil in the global markets and a looming recession in the US, law firms in Shanghai are profiting from the spike in corporate activity. Home to more than 3,500 banks and the country’s largest stock exchange, Shanghai has been firmly put on the map as one of China’s main economic powerhouses. Its confidence and success rests on two pillars: banking and finance. In 2007, the PRC banking industry experienced much reform and restructuring, and became more open to foreign investors. Many Shanghai firms have built on their relationships with domestic and international banking clients, and have closely followed the development of business in traditional and emerging product lines. Jun He Law Offices’ Shanghai office has reinforced its leadership in the banking sector by representing major banks in financing transactions totalling more than US$30bn, including acquisition finance, project finance, structured finance, asset finance and trade finance transactions. “Jun He’s Shanghai office has
44
achieved another banner year, especially in the banking area. Although tight monetary policy will continue in 2008, the pipeline of lending and financing deals will remain strong,” says George Wang, partner with Jun He. As more foreign banks become locally incorporated, their demand for PRC legal services will continue to grow. “All the new laws, particularly the new property law and bankruptcy law, will have a significant influence on both international and local financial institutions,” says Charles Qin, founding partner of banking & finance boutique firm Llinks Law Offices. “Increasingly, they’ll need local counsel to advise them on regulatory and compliance reviews, and on their consultation with the government authorities on general and specific issues.” Another trend witnessed by finance specialists is the rise of the funds management industry in Shanghai. In recent years, Jun He and Llinks have advised foreign and local banks and insurance companies on establishing
SHANGHAI
“All the new laws and regulations will have a significant influence on both international and local financial institutions. Increasingly, [these institutions] will need local counsel to advise them on regulatory and compliance reviews, and on their consultation with government authorities” CHARLES QIN, LLINKS ISSUE 5.6
Firm ProďŹ le
www.legalbusinessonline.com
45
SPECIAL REPORT | China >>
joint venture and domestic funds management companies (FMCs), and have acted on FMC investments at home and overseas. “With more QDII and QFII licences being approved and the investment quota expanding, the funds management industry is a fast-emerging and cuttingedge practice area for Shanghai firms,” says Qin. “The amended Partnership Enterprise Law allows fund managers to adopt a more flexible investment structure and helps the industry to grow in strength and sophistication.” Currently there are 60 FMCs, half of which are joint ventures with foreign financial institutions. Twenty have secured their QDII qualifications. Shanghai Yuan Tai’s funds practice has a particular focus on QDII. The firm enjoys a large share of the market; it has advised China Southern Fund and ICBC-Credit Suisse AMC on their first QDII product launches and is currently advising 10 other leading domestic and joint venture FMCs on their QDII applications. “Despite the volatility in the world market, the pace of growth of QDII funds won’t be hampered. The QDII scheme is the government’s long-term investment strategy, so there’ll be more opportunities for dedicated funds management law firms to participate in this visionary outbound investment program,” says Hubert Tse, managing director of Yuan Tai and head of the firm’s international business group. In addition, the three sovereign wealth funds (SWFs) – China Investment Corporation, National Social Security Fund and China-Africa Development Fund – are reportedly planning to outsource a combined US$320bn to foreign asset managers over the next three years, according to a report by Z-Ben Advisors, experts on China’s investment management industry. Law firms in Shanghai are well placed to represent international and local fund managers in the outsourcing process. The symbolic Jin Mao Tower in Pudong financial district will soon be eclipsed by a new building nearby – the Shanghai World Financial Centre. The 101-storey, 492 metre-high building will be the tallest building in Asia and a new symbol of Shanghai’s rise to prominence as Asia’s international financial centre. 46
Guangzhou: remaining in the top three I
t has often been said that Guangzhou, the third most active commercial centre in China, is overshadowed by Beijing and Shanghai as a legal centre. In addition, it has had to contend with strong competition from firms in neighbouring Shenzhen. However, an increasing number of local firms are adopting strategies to further develop their practices. Also, they are looking beyond their local area to the possibilities of international practice. The optimism of Guangzhou lawyers is well founded, as seen in
the continuing growth of the Canton Fair (the Chinese Import and Export Commodities Fair), the largest trade fair in China. In the spring of 2007, the 101st fair saw the participation of 314 different companies from 36 countries. While Shanghai is busy upgrading its city infrastructure for the 2010 World Expo, Guangzhou, to be the host city of the 16th Asian Games in 2010, is spending approximately US$26.5bn to improve its infrastructure, build an athletes’ village and a new railway station, and complete the second Cont p50f ISSUE 5.6
Firm Profile
Grandall Legal Group
Grandall offers strong appeal to insurers Zhan Hao’s arrival at Grandall Legal Group’s Beijing Office in 2007 marked a turning point for the firm’s insurance practice. The firm is emerging to be a top choice of major insurers he devastating 7.9 magnitude earthquake that struck Sichuan could cause a total loss of over US$20bn to property, but only 5% of the total damages would be covered by insurance, according to catastrophe risk-modelling firm AIR Worldwide. Although the current amount of insurance is low, China has one of the world’s fastest growing insurance markets. Grandall Legal Group believes the future for insurance practice is bright and has shown its commitment to the market. “The earthquake won’t have a significant impact on the insurance industry, but it has provoked strong calls for the establishment of a catastrophe insurance system and more people are likely to purchase insurance after the quake,” said Zhan Hao, the managing partner of Grandall Legal Group (Beijing) Office. As a highly reputed insurance legal practitioner and a professor of the Central University of Finance and Economy, he has been instructed by insurance regulators and large insurers to do pioneering work in this emerging area. “Insurers have huge potential to extend their business, in terms of wider geographical coverage and new insurance products,” said Zhan. “Insurance companies and insurance lawyers will have a significant role in building a harmonious society and facilitating the economic development,” Zhan said.
T
and can provide a full-service facility that meets a broad range of client needs. “Full-service support is valued by many large insurers. All insurance claims arise in a context and a full understanding of that context is often essential to achieve the best outcome for the clients,” said Zhan. “Having a strong presence in a variety of cities has helped us win national tenders and mandates from major insurers.” The firm has been appointed by China Life Property & Casualty Insurance Company across all service lines in the majority of its locations. The ongoing reform in the financial sector has further broadened the investment channels for domestic insurers. With estimates of the total assets in the domestic insurance sector valued at more than US$420bn at the end of 2007, Zhan expects insurance lawyers to be in strong demand with an increasing amount of corporate activity and corporate governance regulations emerging in the insurance sector. “Grandall’s strength and expertise in the financial and capital market sectors enable the insurance team to represent clients in many high-value and commercially complex transactions and matters,” Zhan said. “The specialised nature of the insurance team also attracts instructions to review insurance companies’ governance practices and to bring them into line with the regulatory requirements.”
Full-service advantages
Strong appeal
Before joining Grandall Legal Group, Zhan Hao had been partner with two law firms in Shenzhen and Beijing and has spent over 10 years servicing the insurance market. He has participated in the “China-EU Legal and Judicial Cooperation Program” and has a PhD in economic law from Peking University. Zhan’s strong interests in insurance law and the market demand for insurance lawyers convinced him that specialising is the way to move forward, but establishing a boutique firm was not his style. Zhan believes that combining a large firm’s resources with a dedicated insurance practice group can offer a client the best services. Grandall has offices in nine cities and strong links with government and regulatory bodies,
The strength of Grandall’s offering in the insurance sector has been evidenced by the increasing number of clients, including domestic and international policyholders, brokers, insurers and reinsurers, that the firm services. Last year, Zhan and a team of lawyers were involved in former Citigroup CEO Sandy Weil’s investment in Beijing Mingya Insurance Brokers. The team provided a feasible demonstration for this project and coordinated with an American law firm to provide one-stop legal services in the establishment of a sophisticatedly structured joint venture company. This project is the largest foreign private equity investment in Chinese insurance brokers companies to date.
www.legalbusinessonline.com
As there are more opportunities for foreign investors to participate in the domestic insurance market, Grandall receives a growing number of enquiries or instructions from foreign insurance institutions on market entry strategies, establishment of foreign invested insurance companies and transplanting international products to local market. Other successful representations include helping a leading European insurer with the exploration of extending a warranty business and advising one of the first Chinese banks in its acquisition of stakes in an insurance company. “Strong research and development capability and training programs ensure that our insurance lawyers are equipped with high-quality expertise and the most up-todate market knowledge,” said Zhan. “Our ability to creatively transform innovative ideas into practical solutions is a huge attraction for a lot of clients.” On the insurance litigation front, Zhan Hao and his team also have a proven track record. They have been involved in a large number of complex insurance litigations and arbitrations, such as aviation insurance claim, fire casualty insurance claim, marine insurance subrogation, credit insurance and guarantee insurance subrogation cases. Zhan is listed in the CIETAC’s panel of arbitrators as an expert specialized in insurance cases. Currently, a team of three partners and 15 lawyers is involved in a number of other complicated projects that re-affirm Grandall at the forefront of the insurance market. The firm is seeking to increase the headcount of its insurance team to 30 lawyers in the near Zhan Hao future.
Zhan Hao, Managing Partner Grandall Legal Group Beijing Office Tel: 010-65171188 Fax: 010-65176801 E-mail: zhanhao@grandall.com.cn Web: www.grandall.com.cn
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Firm Profile
Run Ming Law Office
Run Ming drives growth through quality f
W
hen interviewing the two executive partners of Run Ming Law Office, you will easily notice the distinct difference between them: one is extroverted, humorous and eloquent while the other is quiet, almost reserved and scholarly. These traits are highly complementary and, interestingly, this is the reason for the successful merger of their businesses. The name “Run Ming” may not be familiar to members of the legal community in Beijing. However, nearly everyone in this circle has heard of its executive partners: Wang Yadong and Liu Yi. Wang, who had been a partner with Jun He for over ten years, specialises in intellectual property rights and foreign dispute solution; and Liu, former managing partner of the late Junyi Law Office, is famed for his expertise in banking and finance (in particular, aircraft leasing). Run Ming Law Office is the law firm that was established in April 2007 as a result of the combination of their two teams. Inheriting expertise in dealing with foreign-related cases, Run Ming has been set up as a full foreign-related legal service provider. Besides the fields in which Wang and Liu have an advantage of their particular experience, Run Ming also provides conventional business legal services including foreign direct investment, mergers and acquisitions, capital market, infrastructure, labour and tax consulting services. Although newly established, Run Ming has seen its business grow steadily in the past year; its stuff have expanded by 20% to more than 50 and its revenue increase has been “very satisfactory”, according to Wang. The robust growth of Run Ming largely depends on the established reputation as well as the solid client base of its founding team. Executive partner Wang Yadong has 25 years’ experience in the practise of law, with 15 years devoted to advising foreign clients on Chinese laws, mainly in dispute resolution involving foreign parties. According to Wang, successful foreign dispute resolution requires the lawyer to analyse complicated interests and conflicts, understand the differences in perspective between China and foreign countries, and, most importantly, have a profound understanding of and insight into the unique commercial and policy environment in China. “Advising on foreign clients mainly
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involves the understanding and handling of issues under the framework of Chinese laws, policies and practices,” says Wang. “However, you have to take into consideration the habits of foreign clients, so that you can develop coordination and communication channels between the parties and find a solution acceptable for both sides.” Wang’s clients include General Motors (GM), Wal-Mart, Mitsui, Ericsson, Yamaha, Toshiba and many other worldleading companies. He successfully settled the dispute over equity joint venture between JAFCO and Penshibao through negotiation. He has represented GM in litigation concerning product liability and in many other influential cases. In the area of IP practices, Wang has represented Shuxian Li, the widow of the last emperor of China Puyi, in the copyright infringement case involving The First Half of My Life written by Puyi. This was one of the earliest copyright cases in China. Wang is also a front runner in helping foreign companies with IPR protections. He has acted as GM’s primary legal counsel in the lawsuits filed by GM Daewoo against Chery QQ over IP infringement and unfair competition. He has also successfully represented five international luxury goods companies in their joint litigation against Beijing’s Silk Market over trademark infringement disputes. Both cases are high-profile and are regarded as landmarks of China’s commitment to improve protections of IPRs. Before merging with Wang’s team, the
other executive partner Liu Yi and his team had built a solid client foundation for its banking & finance legal services and also in aircraft finance/leasing, an area that few domestic legal firms are engaged in. Liu has represented the financiers, investors, leasing companies as well as many airlines in the acquisition of several hundred aircraft and a substantial number of aircraft engines, either by way of finance lease or operating lease. He has also advised Chinese airlines in their negotiation of insurance payouts with foreign insurance companies in respect of claims arising from accidents. Liu has represented banks and nonbanking financial institutions from the US, UK, France, Switzerland, Norway, Korea and Hong Kong in buyer’s credit and export credit facility transactions involving Chinese banks and non-banking financial institutions. He has also advised those offshore institutions when providing equipment financing or acquisition financing to entities in China. Business in the specialised fields of Wang and Liu now accounts for approximately 70% of Run Ming’s revenue. However, it is trying to lower this figure to below 50% so that the firm will have a more balanced and sustainable growth, according to Wang. As a foreign-related law service provider, Run Ming’s practice is not limited to American and European clients. Its Japanese service department, one of the seven business departments, has always been a leading market player, and has recently been reinforced by an elite team ISSUE 5.6
Firm Profile
Run Ming Law Office
focus 润明以品质促发展 of attorneys which has joined its Shanghai branch. The six-person team, led by partner Chen Yifan, includes Takaaki Takeuchi, a native Japanese, and Chen Sau Wan, who is from Hong Kong. Each has an extensive background of studying or practising in Japan, or working with Japanese companies. Han Yanyuan, who joined the firm from King & Wood, is the newest member in the Japanese practice group. He has acquired a PhD degree in law from Kobe University in Japan. In addition, Run Ming also offers valueadded services on tax issues to clients, especially foreign investors, as “what’s the
采
访润明律师事务所两位执行合伙人时， 其迥异风格显而易见：一位性格外向、 谈吐幽默且口才过人；另一位则较为沉 着稳重，常保持缄默，学者气质鲜明。二人各自的 特点高度互补。有趣的是，这正是两个团队能够成 功合并的主要原因。 在北京的律师业界，“润明”尚不为人熟知。但几 乎所有业内人士均对两位执行合伙人的大名有所耳 闻：王亚东和刘屹。王亚东律师是知识产权和涉外 纠纷解决领域的法律专家，曾在君合律师事务所担 任合伙人达10年之久；刘屹律师在银行与金融，特 别是飞机融资租赁领域，名声赫赫，曾担任君屹律 师事务所主任多年。2007年4月，双方业务团队合 并成立润明律师事务所。 润明继承原团队的专业经验，定位为涉外综合 法律服务机构。除王亚东和刘屹各自擅长的领域 外，润明还提供一般商业法律服务，包括外商直接 投资、收购兼并、资本市场、基础设施、劳动法和 税务顾问服务等。 尽管成立不久，润明去年的业务实现稳定增长； 员工人数增加20％，现有员工超过50人。王亚东认 为收入增幅令人“十分满意”。 润明的快速成长主要得益于已经树立的良好声誉 和创始团队稳固的客户基础。执行合伙人王亚东在 法律行业拥有25年工作经验，为境外客户提供中国 法律顾问服务的时间达15年，主要处理涉及境外企 业的纠纷解决。 王亚东认为，要想成功处理涉外纠纷，律师必 须分析复杂的利益和关系冲突，了解中外思维差 异，最重要的是，必须深刻认识中国独特的商业 和政策环境。 他表示：“为境外客户提供咨询服务时，主要应 了解并处理中国法律、政策和实践框架内的问题。 但同时也要考虑到境外客户的习惯，这样才能为纠 纷双方建立协调和沟通渠道，找到双方都能接受的 解决方法。” 王亚东曾服务的客户包括通用汽车（GM）、沃尔 玛、爱立信、三井物产、雅马哈、东芝及众多其它 世界领先的企业。他曾通过协商成功解决野村集富 果与喷施宝之间的股权合营纠纷，并曾代表通用汽 车参与与产品责任和其它重要事宜相关的诉讼。 www.legalbusinessonline.com www.asianlegalonline.com
tax situation?” is often the first question raised by a foreign investor coming into the Chinese market. Normally, the answer is to be found with professional accountants. However, at Run Ming, a team of lawyers led by partner Ron Ma focus their practices on tax issues. Ma has many years’ experience of working in Deloitte, and his team is competent to provide tax related legal advices. With less than 60 personnel, Run Ming is not a large firm and does not intend to be. “We believe that a staff level of between 120 and 150 is ideal for a law firm in China,” says Liu. “Therefore, we 王亚东还是中国首批参与 知识产权诉讼的律师之一，曾 代表中国末代皇帝溥仪遗孀李 淑贤，参与溥仪著作《我的前 半生》侵权案的诉讼。该案是 中国最早的版权诉讼案之一。 王亚东还曾担任了通用大宇诉 奇瑞QQ侵犯著作权及不正当 竞争案中GM的首席律师，亦 曾作为五大国际奢侈品制造商 的首席律师，参与了其联合起 诉“秀水市场”的商标侵权纠纷案，该两起案件因在 中国知识产权保护中具有重要意义而为国内外媒 体广泛关注。 与王亚东的团队合并之前，另一位执行合伙人 刘屹及其团队在提供银行与金融法律服务方面已 经建立稳固的客户基础，并在飞机融资租赁领域 卓有建树，而目前在该领域开展业务的国内事务 所屈指可数。 刘屹曾代表众多金融公司、投资机构、租赁公司 以及航空公司，参与数百架客机和大量飞机发动机 的融资租赁或经营租赁交易。他还曾代理中国航空 公司与外国保险公司处理空难理赔事宜。 除此之外，刘屹曾代表美国、英国、法国、 瑞士、挪威、韩国和香港的银行和非银行金融机 构，协助其与中国的银行和非银行金融机构进行 买方信贷和出口信贷便利交易。他亦曾为离岸机 构提供顾问服务，协助其向中国企业提供设备融 资或采购融资。 王亚东和刘屹带领的专业团队收入约占润明全 部收入的70％。王亚东表示，润明正努力将该比 例降至50％，确保业务以更平衡、更具可持续性 的方式发展。 作为涉外法律服务提供机构，润明的业务并不局 限于美国和欧洲客户。润明共有七个业务部门，日 本业务部是其中之一，且始终具有重要业务地位。 润明上海办公室近期吸引了精英律师团队加盟，令 日本业务部如虎添翼。新加盟的六人团队由合伙人 陈轶凡负责，包括日本籍资深律师武内隆明和香港 籍法律顾问陈秀云。近日又有来自于金杜律师事务 所日本业务部的资深律师韩晏元加盟，韩律师曾获
are not pursuing expansion in size, but paying more attention to the quality of our team. We want to be a top firm in quality, not in scale.” The seven practice groups at Run Ming are responsible for business management and providing services in their specialised areas. The firm ensures quality and efficient legal services are delivered to its clients by promoting close teamwork between different practice groups. Run Ming partners believe that quality focus has always been the fundamental driving force for the firm’s sustainable development.
日本神户大学法学博士学位。各团队成员均拥有在 日本学习或工作的丰富经验，一些成员还曾在日本 公司任职。 此外，润明还在税务领域为客户提供增值服务。 通常，当境外投资者进入中国市场时，他们首先提 出的问题都是“税收情况如何？”。在一般情况下， 该问题基本由专业会计师回答。但润明的马骋律 师在德勤会计师事务所有多年工作经验，有足够 的金融以及法律知识和技能确保提供与税务相关 的商业解决方案。 润明的规模尚不到60人，并非大型事务所，润明 也并无发展成大型事务所的意图。刘屹表示：“中国 律师事务所最理想的员工规模是120至150人。因 此，我们并不追求扩大规模，而是更多的注重提升 团队素质。我们希望成为服务品质一流的事务所， 规模并不是首要目标。” 润明现由七个业务部门分别负责各个业务领域 的管理和运作，以专业化的分工结合紧密的团队 合作，为客户提供优质高效的法律服务。润明相 信，优异的服务品质始终是事务所持续发展的根 本动力。 北京总部 地址: 北京市朝阳区建国门外大街甲12 号新华保险大厦1806室 100022 电话: 010-6569 3511 传真: 010-6569 3512/3513 上海分所 地址: 上海市卢湾区淮海中路333号 瑞安广场1907室 200021 电话: 021-6385 8855 传真: 021-6385 5150 网址: www.runminglaw.com
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SPECIAL REPORT | China >>
GUANGZHOU
“The function of lawyers in corporate and investment areas is only being gradually understood and accepted by local entrepreneurs and by the government. It will take some time for the idea of using lawyers for noncontentious matters to reach the same level as it is now in Beijing, Shanghai and the Yangtze River Delta”
cross-border transaction practice,” SinoWest Law Associates’ managing partner Gordon Lin says. “However, it’s relatively easy for a firm to succeed in Guangzhou, as long as it’s able to do its best with the opportunities that are present.” With location advantages, Guangzhou firms can slice through the competition in the greater Pearl River Delta (PRD) region. “If a deal doesn’t require central government’s approval, clients in the PRD region will most likely hire a local firm from the provincial capital city to be their legal advisor,” says Lin. Guangda Law Firm, winner of Guangdong Law Firm of the Year at the ALB China Law Awards in 2007 and 2008, had a record year with revenue growth of 30% in 2007. When asked about plans for the future, executive partner of Guangda Pete Zhang says the firm will retain its
primary focus on Guangdong province, because it has seen the immense potential outside the traditional litigation work. “There’s no doubt at all that lawyers’ role in litigation has been well established and understood by people in Guangzhou,” says Zhang. “The function of lawyers in corporate and investment areas, however, is only being gradually understood and accepted by local entrepreneurs and by the government,” he continues. “It will take some time for the idea of using lawyers for non-contentious matters to reach the same level as it is now in Beijing, Shanghai and the Yangtze River Delta. But that’s exactly what we should focus on, because it will be the main driver of our firm’s future growth. Guangdong’s economy is strong enough to foster a much larger and deeper legal services market.”
PETE ZHANG, GUANGDA f
From p46
phase of the new Baiyun International Airport. As the projects progress, law firms whose practices include project finance, construction and real estate are benefiting from the influx of work. And the most exciting development is yet to come. The Guangzhou government is changing the basic operations of the city’s foreign investment intakes and its economic development. The 2007 Guangzhou Foreign Trade White Paper sets out the changeover from a labourdriven economic growth to one that is based on technological developments. Investment in the automotive, petrochemical and electronic information industries will be encouraged. These fundamental changes will create opportunities for business law firms targeting the mid to high end of the value chain. “Compared to firms in Beijing and Shanghai, Guangzhou firms have fewer opportunities to develop a sophisticated 50
ISSUE 5.6
Firm Profile
Harney Westwood and Riegels, Hong Kong
Shareholder remedies and protections in the British Virgin Islands Shareholder remedies
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he following shareholder remedies were introduced into British Virgin Islands (BVI) corporate legislation for the first time through the BVI Business Companies Act 2004 (the Act): • Compliance orders Where a company or director of a company is engaging in or proposing to engage in conduct that contravenes the Act or the constitution of the company, a shareholder (or director) may apply to the court for an order restraining such conduct or an order directing compliance with the Act or the constitution of the company. • Derivative actions The court may grant a shareholder leave to bring proceedings in the name and on behalf of the company or to intervene in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company. • Unfair prejudice remedies A shareholder who considers that the affairs of the company have been, are being or are likely to be conducted in a manner that is oppressive, discriminatory or prejudicial, may apply to the court for a wide range of potential remedies. Previously, it was possible for a shareholder to apply to the court to enforce compliance with the provisions of the constitution of a company or to restrain conduct in contravention of it. However, the court’s jurisdiction has now been put on a statutory footing. The court is also expressly empowered to grant interim as well as final orders and to grant such consequential relief as it thinks fit. Under the old BVI corporate legislation it was possible for a shareholder to apply for permission to pursue a derivative action, but such an application was at the discretion of
www.legalbusinessonline.com
the court – the exercise of which was not subject to any statutory criteria. The Act now provides a statutory framework. Leave to bring or intervene in proceedings may only be granted if the court is satisfied that: 1. The company does not intend to bring, diligently continue/defend or discontinue the proceedings, as the case may be; or 2. It is in the interests of the company that the conduct of the proceedings should not be left to the directors or to the determination of the shareholders or members as a whole. The court must take into account: 1. Whether the member is acting in good faith; 2. Whether the derivative action is in the interests of the company, taking into account the views of the company’s directors on commercial matters; 3. Whether the proceedings are likely to succeed; 4. The cost of the proceedings in relation to the relief likely to be obtained; and 5. Whether an alternative remedy to the derivative claim is available. The Act also contains provisions regulating the procedure, control and conduct of derivative actions. For instance, the court may at any time after granting a shareholder leave to commence a derivative action make an order that the company or its directors provide information or assistance in relation to the proceedings. No derivative action may be settled, compromised or discontinued without the approval of the court. Previously BVI courts had no jurisdiction – statutory or otherwise – to grant relief (other than a winding-up order) to a shareholder who had suffered unfair prejudice as a result of the manner of the conduct of the company’s affairs. The only remedy previously available to an oppressed minority shareholder was an application for the winding up of the
Michael Gagie, Resident partner
company on just and equitable grounds. It is very much a remedy of last resort and in most cases is not the remedy actually desired by the minority shareholder. Generally, the desired outcome is the purchase by the majority shareholder(s) of the shares of the minority at a fair value. This is now one of the many remedies the court can grant if it considers it just and equitable to do so.
Director standard of care A further potential protection for shareholders has been the introduction of a statutory standard of care requirement for directors in addition to their existing fiduciary duties. A director of a BVI company, when exercising powers or performing duties as a director, is now required to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances, taking into account, but without limitation: • The nature of the company and the decision; and • The position of the director and the nature of the responsibilities undertaken by him or her.
Michael Gagie (michael.gagie@harneys.com) Resident partner Harney Westwood & Riegels, Hong Kong May 2008
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SPECIAL REPORT | China >>
International firms shake up the market
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here has not been further liberalisation in the local legal service market for a number of years, but new licences allowing representative offices to set up in China are being granted to foreign and Hong Kong firms each month. “All international firms with offices overseas will look to China as a very important part of their international
plan and will want to take advantage of the growth. So foreign firms are still coming in and the ones doing well here are trying to expand,” says John Grobowski, former co-managing partner at Baker McKenzie’s Shanghai office who has joined Faegre & Benson as the head of the firm’s Shanghai office. However, as the market is getting more crowded and competitive,
INTERNATIONAL FIRMS
“All international firms with offices overseas will look to China as a very important part of their international plan and will want to take advantage of the growth. So foreign firms are still coming and the ones doing well here are trying to expand” JOHN GROBOWSKI, FAEGRE & BENSON
CSRC Issues the Administrative Measures for the Material Assets Reorganizations of Listed Companies
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he Chinese Securities Regulatory Commission (“CSRC”) promulgated the Administrative Measures for the Material Assets Reorganizations of Listed Companies (the “Measures”), which came into force on May 18, 2008. The Measures aim to protect the legitimate rights and interests of listed companies and investors and to safeguard the securities market and public interest. To prevent associated transactions, the Measures stipulate that listed companies’ boards of directors shall make an explicit determination on whether the material assets reorganization constitutes an associated transaction and shall disclose it in the directors’ resolutions. In the event that the reorganization constitutes an associated transaction, the independent director may retain an independent financial advisor to express an opinion on this issue. The Measures introduce an independent financial advisor system. The financial advisor shall continuously supervise the implementation of the material assets
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reorganization by the listed company for at least one financial year. Additionally, the Measures set out a new chapter titled Information Management in Material Assets Reorganization. This Chapter provides detailed stipulations regarding certain issues such as the related parties’ obligation of fairly disclosing, clarifying, registering and preserving information, keeping the information confidential and the application to halt trading etc. in the course of the reorganization-preparation and decision making process. The Chapter titled Special Provisions on Purchase of Assets by Means of Stock Issuance prescribes (i) the prerequisite conditions for listed companies to purchase assets by shares; (ii) the share issuance price, which shall not be less than the average share trading price in the 20 trading days preceding the announcement of the directors’ resolutions; (iii) the lock up period of the shares; (Generally 12 months, but extended to 36 months if the asset seller is controlling shareholder, actual controller,
managing partners of international firms’ China offices find it is increasingly challenging to make the cut. “It’s a market that’s rapidly becoming more sophisticated, more diversified and more competitive. The challenge for all law firms, both local and foreign, increasingly will be to acquire and project an identity that differentiates them from their peers,” says Cutler Elliot, the resident partner in charge of Akin Gump’s Beijing office. The entrance of international firms is ostensibly welcomed by general counsel in China. “Under our company’s global strategy, our need for international legal services and foreign lawyers is growing significantly,” says Qiao Hai of Beijingheadquartered Udifa. “For responsive, cost-effective services and familiarity with the local market, we prefer to work with firms that have an office in Beijing.” More importantly, general counsel also appreciate the fact that increased competition can have a positive impact on local professional standards. ALB
Firm Profile
Guantao Law Firm
its affiliate or the assets holder has held the assets for less than 12 months; (iv) in the event that the listed companies’ shares acquired by the asset holder reach the statutory proportion, the listed company shall fulfill the corresponding obligation pursuant to the provisions of the Measures for the Administration of the Takeover of Listed Companies; (v) the independent financial advisor and legal counsel shall issue explicit opinions on regulation compliance and risks related to settlements and other follow-up issues. This Measure is another significant step towards perfecting the fundamental construction of the PRC securities market and symbolizes that the regulation and development of listed companies’ reorganization transactions has reached a new stage. Written by: Sun Dong Ying, Attorney at Law, Senior Partner Beijing Guantao Law Firm 17/F, Tower 2, Yingtai Center, No. 28 Finance Street, Xicheng District, Beijing 100032, China Ph: (8610)6657-8066 Fax: (8610)6657-8016 Email: sundy@guantao.com ISSUE 5.6
FEATURE | Shanghai In-house Legal Summit >>
In-house Legal Summit: Shanghai On 16 May, 150 senior in-house legal counsel converged on the Renaissance Hotel in Shanghai to network and discuss the most topical legal issues they face as practising lawyers. ALB China takes a brief look at the informative workshops they attended and the lively panel discussion at the end of the day on the new labour contract law
L L–R: Dennis Deng, partner, Dacheng Law Offices; Lawrence Liu, ACC China office chief representative; Frazer Xia, managing director of China Legal Career; Nancy Yu, joint general manager of Sumitomo Mitsui Banking; Isabella Zhou, Greater China legal counsel of Swarovski
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he issues that in-house counsel face are more diverse than those of private legal practitioners, especially in the context of a fast-changing legal and regulatory environment. As the importance of inhouse legal counsel grows, lawyers are having a variety of roles thrust upon them and need to perform effectively. The Labour Contract Law is a key piece of legislation affecting all companies operating in China. Consequently, this was the focus of a panel discussion at this year’s ALB Shanghai In-house Legal Summit. Attendees participated in six cuttingedge workshops hosted by leading law firms. Then, in an interactive panel discussion on “Will the New Labour Contract Law Increase the Cost of Doing Business in China?”, speakers and senior in-house counsel had the chance to ask each other the hard questions and throw light on some of the key legal support challenges of complying with the new law. The discussion was moderated by Lawrence Liu, ACC China office chief representative. Panelists and delegates
agreed that the new law would have significant impact on foreign and domestic businesses, and the costs of doing business in China would increase to some extent. They were also in consensus on the need to have a thorough understanding of the new law and its implications, and that in-house counsel could play an important role in assisting companies to develop a more systematic and proactive approach in managing human resources and ensuring compliance. In-house lawyers also said that the new law would help companies improve working conditions, and the development of clear guidelines and provisions would ensure that this legislation is effectively implemented across the board. Nevertheless, as China is one of the world’s largest and fastest growing markets the effect of the law on foreign investment in China is limited. Whether or not costs increase, ultimately a more mature legal environment should be considered as an advantage for attracting foreign investment. ALB ISSUE 5.6
FEATURE | Shanghai In-house Legal Summit >>
IN-HOUSE LEGAL SUMMIT WORKSHOPS M&A by foreign companies in China: Dacheng With China-focused M&A possibly the hottest topic in the world, Dacheng partners Xiao Jinquan and Dennis Deng delved into the background behind the promulgation of China’s new M&A regulations, which have caused corporations to adjust the way they approach M&A transactions. Dennis Deng The firm dissected the key provisions in the new M&A regime, the new risks and routes of foreign investors doing M&A deals in China and reviewed the current status quo of private equity investment in China, along with several practical and detailed case studies.
Customs investigation, legal risks and strategies: Haoliwen As the volume of import and export trade keeps on increasing, the need for companies to manage risks and seek legal support in international trade is also growing. Haoliwen senior partner Zhao Deming and senior consultants Shao Tiemin and Zhou Hemin Zhao Deming highlighted the legal risks and implications in customs investigation, and detailed a number of effective solutions and strategies to manage risks and handle relevant legal issues.
China’s emerging anti-trust regime: Eversheds Eversheds’ managing director Peter Corne examined China’s new Anti-Monopoly Law, and the implications for clients in China. With the ink still wet on the law, Corne asked delegates to consider the question: “Are you dominant?” Corne Peter Corne then went on to dissect how companies might be unknowingly abusing their market position, the definition of “concentrations” and why companies need to consider an anti-trust audit. www.legalbusinessonline.com
International arbitration: Mallesons Stephen Jaques
Business disputes are a reality in China and experienced dispute resolution law firms are becoming increasingly necessary to help resolve them. Mallesons Stephen Jaques’ senior partner David Bateson and dispute resolution specialist David Bateson and registered foreign lawyer Brad Galvin outlined the importance of selecting the proper forum and provided detailed comparison of major international arbitration institutions. They then went on to explain how to manage design risk in D&C contracts.
ASSOCIATE SPONSORS Run Ming Law Office The Run Ming Law Office was established in April 2007 following the merger of Run Bo Law Firm led by partner Wang Yadong and the professional team of Junyi Law Office led by partner Liu Yi. With offices in Beijing and Shanghai, Run Ming is committed to providing total business legal services. The firm’s core partners are experienced lawyers with over 20 years in legal practice, whose careers have matched the rapid rise of China’s legal service industry and have helped in its development.
Corporate tax: Jun He The wide-reaching new Enterprises Income Tax Law, which became effective on 1 January 2008, is having significant impact on companies, particularly foreign invested companies. Jun He’s tax and corporate partner Liu Dingfa took a close look at the scope of Liu Dingfa the new tax regime, the pitfalls that companies need to look out for under the unified corporate tax system, and how tax lawyers are able to provide value-added legal advice and representations to companies doing business in China.
CCH China With the aim of ‘creating value for professionals’, CCH China designs and publishes legal products specifically for the local market. As China is rising on the world stage, CCH is here to provide for the greater needs of customers for business and legal information services for the Chinese market. CCH customers range from many multinational companies to leading international law firms and accounting firms, as well as universities and research institutes. It is continuing to be the leading information provider to professionals worldwide.
Premises for China headquarters: Jade & Fountain Multinational companies are increasingly establishing their regional headquarters in China, and Jade & Fountain’s co-managing partner Mark Ho together with partner Blaine Turnacliff gave an insight into the commercial real estate related legal Mark Ho issues that multinational companies could possibly face when they decide to set up their headquarters in China. Interesting case studies and structure graphics were used to help audiences understand the differences between “rent scenario” and “build and own scenario”. The firm finished with a comprehensive analysis of construction and property development strategies and structures for multinational companies in China.
China Legal Career CLC, the legal recruitment specialist, is set to serve the rapidly growing market for legal professionals in China. CLC’s focus on quality and on-the-ground capacity, combined with its local expertise and international network, have made it stand out from its competitors. Based in both Beijing and Shanghai, CLC can better service both foreign companies and firms in China and better understand the needs of the local legal talents market. The company can also draw on the deep resources of its exclusive alliance partner, Mlegal Consulting, Inc, in California, US, to help deliver success for its clients. 55
FEATURE | am law 100 >>
the east is red, white and blue
American firms are striking gold across Asia but find there is no single model for success
B
ilingual sign makers who can engrave brass plaques in both English and Mandarin are enjoying another banner year as US-based law firms flock across the Pacific to open offices in China. Top New York firm Weil, Gotshal & Manges opened its Hong Kong office last October. Nixon Peabody, which obtained its licence to open a firm in China last November, cut the ribbon on its Shanghai office in March of this year. And this month, Taft Stettinius & Hollister (which counts among its clients such international giants as Proctor & Gamble) will hang out its own shingle in Beijing. As the neighbouring analysis shows, top-100 US law firms (according to The American Lawyer rankings) that lack any representation in China or the Far East are increasingly rare. And many of those firms not yet established in China or Asia are quietly investigating the possibility of stepping into the market, either on their own or in alliance with a Chinese firm, though none would speak on the record for fear of tipping off competitors or upsetting pending regulatory decisions. There are almost as many reasons for American firms to open offices in China as there are American firms in China. Many, of course, make the leap to serve their US-based clients as they expand into Asia. Meanwhile, an increasing number of others are attracted by the potential for outbound work coming from Chinese companies who are big enough to play on the American stage. The potential to service a portfolio of both Chinese and American clients was a prime factor behind Sheppard
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► BIG US FIRMS – OFFICES IN ASIA 2006 Rank 1 2 3
Firm
2006 gross revenue (US$) 1.85bn 1.62bn 1.52bn
Hong Kong Yes Yes Yes
Skadden Latham & Watkins Baker & McKenzie
4 5 6 7 8
Jones Day Sidley Austin White & Case Kirkland & Ellis Mayer Brown
1.31bn 1.24bn 1.18bn 1.14bn 1.08bn
Yes Yes Yes Yes Yes
9
1.05bn
Yes
10 11 12 13 14 15 16
Weil, Gotshal & Manges Greenberg Traurig DLA Piper US Morgan, Lewis Sullivan & Cromwell WilmerHale O’Melveny & Myers McDermott Will
1.04bn 1.01bn 922m 900m 897m 869m 860m
No Yes No Yes No Yes No
17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49
Shearman & Sterling Paul, Hastings Cleary Gottlieb Gibson, Dunn Simpson Thacher Morrison & Foerster Hogan & Hartson Dechert Akin Gump Bingham McCutchen Foley & Lardner Orrick Davis Polk & Wardwell Reed Smith Ropes & Gray Holland & Knight Winston & Strawn Fulbright & Jaworski Paul, Weiss King & Spalding Pillsbury Winthrop Debevoise & Plimpton Cadwalader Cravath Hunton & Williams Milbank, Tweed Vinson & Elkins Proskauer Rose LeBoeuf, Lamb Heller Ehrman Goodwin Procter Baker Botts Willkie Farr
842m 813m 813m 809m 801m 774m 755m 729m 726m** 686m 668m 666m 650m 644m 616m 614m 612m 602m 594m 582m 579m 575m 556m 550m 546m 541m 532m 514m 513m 507m 506m 502m 502m
Yes Yes Yes No Yes Yes Yes Yes No Yes No Yes Yes Yes No No No Yes Yes No No Yes No No No Yes Yes No Yes Yes No Yes No
China
S’pore
Japan
Elsewhere
Beijing, Shanghai Shanghai Beijing, Shanghai
Yes Yes Yes
Yes Yes Yes
Beijing, Shanghai Beijing, Shanghai Beijing, Shanghai No Beijing, Guangzhou, Shanghai Shanghai
Yes Yes Yes No No
Yes Yes Yes No No
No No Bangkok, Ho Chi Minh City, Jakarta, Kuala Lumpur, Manila, Taipei Taipei, Taiwan No Bangkok No Bangkok, Hanoi, Ho Chi Minh City
No
No
No
Shanghai Beijing, Shanghai Beijing Beijing Beijing Beijing, Shanghai Beijing, Wuhan, Hubei Beijing Beijing, Shanghai Beijing No Beijing Beijing, Shanghai Beijing, Shanghai No Beijing No Shanghai Beijing, Shanghai Beijing Beijing No Beijing No Beijing Beijing No Shanghai Shanghai Beijing No Beijing Beijing Beijing, Shanghai No Beijing Beijing, Shanghai No Beijing No
No Yes No No No No No
No Yes Yes Yes No Yes No
No Bangkok No No No No Batam, Indonesia
Yes No No No No No No No No No No No No No No No No No No No No No No No Yes Yes No No No Yes No No No
Yes Yes No No Yes Yes Yes No No Yes Yes Yes Yes No Yes No No No Yes No Yes No No No No Yes Yes No No No No No No
No No No No No No No No Taipei No No Taipei No No No No No No No No No No No No Bangkok No No No No No No No No ISSUE 5.6
FEATURE | am law 100 >>
Mullin Richter & Hampton’s move to China in February of last year, where it represents a number of banks, electronics and consumer products companies. “We had quite vibrant China and Korea practices in our US offices, and the decision to open in China was a reflection of our clients urging us to follow them into Asia,” explains David Huebner, the firm’s office administrative partner in Shanghai. Today, he says, half his office’s work is outbound, in keeping with the firm’s business model for expansion. Not everyone is seeking hefty tranches of outbound work, however. With over 1,400 lawyers around the world, Chicago-based Kirkland & Ellis first started thinking about opening an office in the Far East in 2004 – though they did not cut the ribbon on their Hong Kong operation for two more years. Interestingly, the firm did not go into Asia with an eye toward developing a broad mix of inbound and outbound work, but rather with a sharp focus on serving private equity fund clients such as Bain Capital, Oaktree Capital and Sun Capital, which had themselves started to make inroads in China. “Our concept is a unique one,” admits David Patrick Eich, Kirkland’s senior partner in Hong Kong. “There are already a lot of people in [the generalist] space, and we decided that we would focus entirely on inbound private equity work.” Among other things, this means that there is little need to think about any sort of strategic partnership or alliance with a local firm. Kirkland’s clients, quips Eich, “want a Kirkland product that speaks Chinese”. American firms are taking other approaches to China as well – such as that of Wilmer Cutler Pickering Hale and Dorr, or WilmerHale. Founded in 1918, this venerable American firm is also a relative grey hair in the China market, having first opened its Beijing office in 2004. WilmerHale’s China practice is not so much oriented around deal work as helping clients navigate the tricky intersection between commerce, government and regulation – a crossroads as intimidating to the newcomer as any peak-hour crosswalk in Shanghai. With its office in Beijing, WilmerHale joins other American firms such as Akin Gump www.legalbusinessonline.com
► BIG US FIRMS – OFFICES IN ASIA (CONT) 2006 Rank 50 51 52 53 54 55 56
Kirkpatrick & Lockhart Arnold & Porter Wachtell Fried, Frank Squire, Sanders Alston & Bird Wilson Sonsini
Firm
57 58 59 60 61
Sonnenschein Howrey Kaye Scholer Katten Muchin Bryan Cave
62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 82 84 85 86 87 88 89 90 91 92 92 94 95 96 97 98 99 100
2006 gross revenue (US$) 499m 475m 474m 470m 465m 462m 460m
Hong Kong Yes No No Yes Yes No No
China
S’pore
Japan
Elsewhere
Beijing No No Shanghai Beijing, Shanghai No Shanghai
No No No No No No No
No No No No Yes No No
Taipei No No No No No No
459m 457m 426m 420m 411m
No No No No Yes
No No Shanghai No Shanghai
No No No No Yes
No No No No Yes
Dewey Ballantine Covington & Burling Wiley Rein Nixon Peabody Seyfarth Shaw McGuireWoods Schulte Roth Perkins Coie Duane Morris
408m 408m 407m 392m 391m 387m 369m 356m 336m
No No No No No No No No No
No No No Shanghai No No No Beijing, Shanghai No
No No No No No No No No Yes
No No No No No No No No No
Cooley Godward Dorsey & Whitney Jenner & Block Troutman Sanders Edwards Angell Sheppard, Mullin Baker & Hostetler Quinn Emanuel Steptoe & Johnson Fish & Richardson Blank Rome Dickstein Shapiro Shook, Hardy Stroock & Stroock Finnegan, Henderson Buchanan Ingersoll Venable Kilpatrick Stockton Womble Carlyle Wilson Elser Kramer Levin Cahill Gordon Mintz, Levin Sutherland Asbill Pepper Hamilton Patton Boggs Chadbourne & Parke Faegre & Benson Drinker Biddle Ballard Spahr
335m 329m 320m 307m 305m 301m 300m 298m 293m 286m 284m 281m 281m 275m 272m 271m 268m 266m 265m 265m 262m 260m 260m 259m 259m 255m 254m 248m 246m 243m
No Yes No Yes No No No No No No No No No No No No No No No No No No No No No No No No No No
No Shanghai No Shanghai No Shanghai No No No No Hong Kong No No No No No No No No No No No No No No No Beijing Shanghai No No
No No No No No No No No No No No No No No No No No No No No No No No No No No No No No No
No No No No No No No Yes No No No No No No Yes No No No No No No No No No No No No No No No
No Taipei No No Bangkok, Jakarta, Kuala Lumpur, Makati, Philippines No No No No No No No No Hanoi, Ho Chi Minh City No No No No No No No No No No No No No No Taipei No No No No No No No No No No No No No No No
Source: The American Lawyer, May 2007 ** Gross revenue includes a significant contingency fee or fees
in making a conscious decision to be where the political decision-making happens. This has allowed them to service an increasing number of clients in everything from winning approval for foreign investment to fighting intellectual property and dumping claims. According to local WilmerHale partner Lester Ross, while the assumption was that most of the Beijing office’s work would be inbound, “since opening we now do about 25% of our work on outbound matters”. Still, if any consensus exists about the right model for American law firms
doing business in China, it is that there is no consensus. “I think people are wrestling with what is the best model for dealing with the considerable differences between how US law firms work and where the Chinese legal model is,” notes Eich. “Certainly McDermott’s strategic alliance with MWE China Law Offices [the firm set up by exAllBright partners John Huang and Kevin Qian] is one data point that a lot of attention was paid to last year.” Above all, American firms looking to open in China must remember that one size does not fit all. ALB 57
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Sign off >> UN and A&O prove most popular with students
T
he United Nations and Allen & Overy have come up as winners in the popularity stakes for students interested in a career in law. The survey, taken out by market research company Trendence, marked Clifford Chance as the second most popular law firm – ranked joint sixth alongside the Government Legal Service – along with Linklaters, which was the only other law firm to make the top 10. According to the 1,500 students interviewed for The Graduate Recruitment Review Law Edition 2008, bad work-life balance (45%), lack of diversity (25%) and a narrow range of work experience (20%) are putting students off from applying to law firms. Money, however, featured at the bottom of the list, with just over 8% of students putting low salaries down as their reason for not wanting to work for law firms.
I ► MOST POPULAR EMPLOYERS – ALL UNIVERSITIES Ranking
Company
1
United Nations
2
Allen & Overy
3
International Court of Justice
4
Crown Prosecution Service
5
Civil Service
6
Government Legal Service
6
Clifford Chance
8
Linklaters
9
Amnesty International
10
PricewaterhouseCoopers
Source: The Graduate Recruitment Review Law Edition 2008
Committee ship-shape or listing badly? W hile the South China Morning Post (SCMP) has for years exercised admirable restraint and conservatism in the face of the frontpage gore fests and sensationalist revelations of some of its competitors, the grand old dame of Hong Kong journalism does occasionally trip up. Such as on 20 May, when it tried to neatly sidestep the judiciary and send poor old Carlson Tong Ka-Shing, joint chairman of KPMG China, directly to jail without passing go.
Reporting on the recent change in the chair of the HKSE’s listing committee, the SCMP wrote: “The stock exchange yesterday announced the appointment of William McAfee, managing director of GE Asia Pacific Capital Technology Fund and Asia Pacific Capital (HK), as chairman of the listing committee for one year. He replaces Carlson Tong Ka-shing who has been jailed for six years.” What the SCMP of course meant to say was:
T mastermind E James Perullo is not one to shy away from a few hard yards. At 42 years of age, he decided to switch careers to law. Realising it would be no easy task, he decided to keep his day job – and build an evening-hours law firm on the side. Branded and trademarked as AfterHours Law, Perullo’s firm – Bay State Legal Services – is built on convenience for clients and is a collection of 14 lawyers and four paralegals who meet clients at the downtown Boston office Monday through Friday between 6pm and 10pm.
“He replaces Carlson Tong Ka-Shing, who has served the maximum term of six years.” The SCMP apologised and issued a clarification the next day. ALB’s 2007 China Dealmaker of the Year and Freshfields China managing partner Teresa Ko, who was named one of the deputies of the committee, will be pleased not to be making regular visits to Stanley Prison for advice from the former chairman.
Dirty habits C
areers service TheLadders.co.uk recently polled 250 lawyers on a topic slightly off centre – colleague pet hates and filthy habits. According to the report, stealing a colleague’s food (100%), and flossing teeth with a paperclip and picking of noses (95%) came in as the most hated habits of staff, followed by bad hygiene, foul breath and dirty clothes. These were followed by: • bad language (86%) • eating smelly food (79%) • loud talking (78%) • leaving the office without telling colleagues (75%) • drinking at lunchtime (73%) A few past pet peeves that used to make the ranking are now acceptable it seems, with personal instant messaging at work, gossiping and the making of personal calls all coming in below the 70% mark.
www.legalbusinessonline.com
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