ISSUE 6.12
China and India:
A new world of opportunity
中印贸易发展为律所开启新的机遇之门
Mid-tier US firms: What they are doing
中型美国律所在华实况
Foreign counsel, local firm: How to make it work
外国律师如何融入本地律所
ALB China Fast
CHINA
Dacheng
Grandall
Han Kun Zhongyin
T&C
Grandall
T&C
Jade & Fountain
Zhongyin
Han Kun
GlobalDacheng Grandall
Dacheng
Global
Hylands
Hylands
Han Kun Hyl
Han Kun
Global
Dacheng
Global
Jade & Fountain Zhongyin
成 长 之 星
Zhongyin
Jade & Foun
Han Kun
Zho
Global T&C
Broad & Brig
T Glob
Grandall
Zhongyin
Granda
Longan Grandall
T&C Grandall
Global
Zhongyin
T
Hylands
T&C
Dacheng
Gran
Dacheng
Zh
Hylands
Jade & Fou
Dacheng Hylands
The country’s fastest-growing law firms revealed
Han K
全国发展最迅速的十家律师事务所 The Year in Review
Highlights of 2009
2009年业内大事回顾
n DEALS ROUNDUPn UK, US REPORTS n LATERAL MOVES n APPOINTMENTS n LATEST CAPITAL MARKETS DATA
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Editorial >>
The brand and beyond
A
iring repeatedly on CNN and other overseas channels recently, the “Made in China, Made with the World” TV commercial aims to change worldwide perceptions of Chinese products. Commissioned by the Ministry of Commerce, the ad shows the government is taking the issue of branding, image and public relations as seriously as the 21st century’s competitive environment dictates. While not yet omnipresent, this new level of brand awareness can also be found in certain more prudent, often youthful, sections of the legal services industry. Beijing’s mid-tier firm GoldenGate provides a case in point. Managing partner Tim Meng is striving to make his firm one of the first-choice advisers on IP, arbitration and general corporate matters for foreign small to medium-sized enterprises, and, having recognised the need, has been building a strong brand identity over the two years since the firm’s establishment. “What makes your firm stand out from your competitors? Your brand should carry the answer,” says Meng. For new players in an increasingly crowded and multi-faceted market, a good branding strategy is clearly essential to gain a foothold and win new clients. But as the battle for clients intensifies day by day, even established firms need to build up their brand power – to retain existing clients. “Many large clients have become sophisticated enough to place more value on a firm’s reputation, brand image and competence as a team, instead of simply size and its individuals’ qualifications,” said Zhao Cenghai, the managing partner of Zhongyin. This is another firm that continues to invest in researching, defining and building its brand and engaging in various marketing activities accordingly. But of course, there is much more to a brand than a confidence-inspiring name and an eye-grabbing logo. A truly effective ‘brand’ involves elements of reputation and track record that can only be created by the firm delivering fully on its smoothly worded marketing promises. So while it’s critical for law firms to concentrate on their market visibility, they’d better ensure their carefully created image has solid foundations in reality.
IN THE FIRST PERSON “I think PRC law firms will eventually look at [India] and get in., but it’s early days... we are trying to generate interest, business and trade flows” Aloysius Wee, managing partner, Dacheng Central Chambers (p11)
“The increasing amount of activity in China’s clean-tech sector is resulting in some excellent opportunities for domestic and overseas investors. We anticipate more overseas investors will exploit the opportunities in China’s clean-tech and energy savings sector in the future ” Terence Lau, partner, Lovells (p8)
“Obviously it’s easier for Chinese people to become a partner in a Chinese law firm” Mark Schaub, partner, King & Wood (p48)
INTELLIGENCE
Some people distinguish the psychological aspect of a brand from the experiential aspect. The experiential aspect consists of the sum of all points of contact with the brand and is known as the brand experience. The psychological aspect, sometimes known as the brand image, is a symbolic construct created within people’s minds and consists of all the information and expectations associated with a product or service.
2
CHINA
ISSUE 6.12
CONTENTS >>
ALB China Fast
contents Dacheng Han Kun Zhongyin Global
Grandall
Han Kun Hylands
Dacheng
Global
Han Kun Hylands
T&C
Global
Jade & Fountain Zhongyin
Dacheng
成 T&C 长 Han Kun 之 Global 星 COVER STORY Dacheng
Hylands
Zhongyin
T&C
Zhongyin
T&C
Broad & Bright
Grandall
T&C Global
Grandall
Zhongyin
Grandall
Longan Dacheng
Grandall
Dacheng
T&C
Zhongyin
Global
Grandall
Global
Zhongyin
44
Jade & Fountain
Han Kun
Grandall
Jade & Fountain
40
Grandall
Hylands
T&C
ALB China issue 6.12
Zhongyin
Hylands
Jade & Fountain
Dacheng Hylands
Han Kun
30 ALB Fast 10 A slowdown in staple areas such as M&A, banking & finance, capital markets and project work has caused many firms to lay off staff. But the firms that made it into the ALB China Fast 10 – the annual list of the fastest-growing firms in the country – stand tall above the rest
ANALYSIS
FEATURES
10 China/India: a new practice area? Exponentially growing trade volumes between China and India would suggest a new world of opportunity for law firms. ALB investigates whether this is already a ripe market, and which firms are at the vanguard of servicing it
40 Innovation, IP and the new China China is emerging as a real IP player on the world stage and IP lawyers are happily marching towards a bright, and busy, future
12 US mid-tier firms: not just an inbound play The past 18 months has seen a flotilla of mid-tier US law firms following their mid-cap clients into China. But against a backdrop of unprecedented fee pressure, and a rapidly internationalising China, their prospects for growth depend on far more than their existing clients. 14 Linklaters loses managing partner... again The loss of two managing partners this year to its long-term clients brings into focus Linklaters’ strategies to strengthen its existing client relationships and raises the wider question of whether losing key lawyers to key clients is good or bad
4
44 2009: Year-in-Review ALB China’s Year-in-Review picks the highlights of the action in the legal services market during a packed 2009 – from mergers to office openings to the transformed crossStrait situation 48 Portrait of the western lawyer in China The streets of Beijing and Shanghai are littered with foreigners these days, but look through the offices of domestic law firms and waiguoren are still thin on the ground. Some of the few that are to be found tell ALB about their full cultural immersion
REGULARS 6 Deals 16 News • Zhong Lun obtains landmark clearance for Panasonic-Sanyo merger • JunZeJun finds French ally • Nanjing first of six new offices for Longan
48 • • •
Reed Smith drops lockstep system of promotion Orrick’s IP team in landmark patent victory CIETAC sees rise in arbitration cases
17 UK report 19 US report 50 Mergermarket M&A update 51 Thomson Reuters ECM update
COMMENTARY/ PROFILES 15 ADR CIETAC
29 Kangqiao
20 Regulatory Paul Weiss
39 Jade & Fountain
21 Singapore Loo & Partners 22 Regulatory Zhonglun W&D
34 Zhongyin 47 WongPartnership
23 International tax Azure Tax 26 Blancpain 26 Lifang & Partners 27 Guantao
ISSUE 6.12
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NEWS | deals >>
• Shougang’s long-term legal advisor Vinson & Elkins has advised the company on many natural resources acquisitions in Peru, Australia and Mongolia
deals in brief
• Vinson & Elkins recently advised China Investment Corporation (CIC) on its debut US$939m investment in Kazakhstan’s petroleum sector
“The deal was very complex because Delphi’s assets were located in multiple jurisdictions – including Mexico, Britain, France, India, China, Japan and the US, which involved a great deal of coordination” Xiao Yong, Vinson & Elkins
Firm: MWE China Client: Issuer Firm: Davis Polk & Wardwell Client: Underwriters Firm: Freshfields Lead lawyers: Teresa Ko, Grace Huang Client: Underwriters Firm: Advogados & Notários Client: Underwriters • Freshfields recently advised its long-term client GCL-Poly on its investment agreement with China Investment Corporation (CIC)
| CHINA/US | ►► China Investment Corporation – AES Corporate investment 中投斥资15.8亿美元入股美 大型电力公司 Value: US$1.58bn
| CHINA/HONG KONG | ►► China Minsheng Bank Corp H-Share IPO 中国民生A股上市 Value: US$3.9bn
Firm: Grandall Client: Issuer Firm: Clifford Chance Client: Issuer
| CHINA/US | ►► Shougang corporation – delphi acquisition 首钢收购德尔福 Value: US$100m
Firm: Vinson & Elkins Lead lawyers: Xiao Yong, Paul Deemer Client: Shougang Firm: Hunt & Hunt Client: Shougang
6
Firm: Luthra & Luthra Client: Shougang Firm: Aw Roberto Capurro Client: Shougang Firm: Elvinger, Hoss & Prussen Client: Shougang Firm: Pignon & Associates Client: Shougang
Firm: Arnecke Siebold Client: Shougang
Firm: Capin, Calderon, Ramirez y Gutierrez-Azpe, SC Client: Shougang
Firm: CT Chan & Co Client: Shougang
Firm: Squire Sanders Client: Shougang
Firm: Hastings & Co Client: Shougang
Firm: Taiwan Commercial Law Offices Client: Shougang
Firm: Freshfields Lead lawyers: Kay Ian-Ng, Calvin Lai Client: Underwriters • Grandall is long-term legal advisor for Minsheng and has advised on all of Minsheng’s A-share related issues and financing transactions
| CHINA/HONG KONG | ►► Sands China IPO 金沙中国香港上市 Value: US$2.5bn
Firm: Cleary Gottlieb Lead lawyers: Filip Moerman, Richard Lincer, Paul Shim Client: CIC Paul Shim Cleary Gottlieb • In addition to advice to CIC on its investment in AES Corporate, Cleary Gottlieb also advised the corporation on an additional US$571m investment into AES’s wind generation business
• Cleary Gottlieb has been CIC’s long-term advisor for US-related deals
| CHINA/HONG KONG | ►► Longfor Properties IPO 龙湖地产首次上市 Value: US$916m
Firm: Davis Polk & Wardwell Client: Issuer
Firm: Sidley Austin Client: Issuer
Firm: Richards Butler Client: Issuer
Firm: Walkers Client: Issuer Firm: Leonel Alves Law Firm Client: Issuer
Firm: Paul Hastings Lead lawyers: Sammy Li, Raymond Li, David Wang Client: Underwriters ISSUE 6.12
NEWS | deals >>
• Paul Hastings’ capital markets practice has advised on five successful IPOs valued in excess of HK$28bn recently • Richards Butler (in assoc with Reed Smith) recently acted for CIC in its US$709m investment in GCL-Poly
| CHINA/HONG KONG | ►► China Investment Corporation – GCL-Poly investment 中投投资宝利协鑫 Value: US$709m
Firm: Freshfields Lead lawyer: Teresa Ko Client: GCL Poly Firm: Richards Butler/Reed Smith Client: CIC
►► YOUR MONTH AT A GLANCE Firm
Jurisdiction
Deal name
Allen & Overy
China
CAX Holdings – Pera Global PE financing
Advogados & Notários
China/Hong Kong
Sands China IPO
Arnecke Siebold
China/US
Shougang Corporation – Delphi acquisition
100
Appleby
China/Hong Kong
Ming An Holdings privatisation
239
Equity market
Aw Roberto Capurro
China/US
Shougang Corporation – Delphi acquisition
100
M&A
Capin, Calderon, Ramirez y Gutierrez-Azpe, SC
China/US
Shougang Corporation – Delphi acquisition
100
M&A
Charltons
China/Hong Kong
Mingfa Group IPO
284
Equity market
Chen & Co
China
Huayi Brothers Media Shenzhen Stock Exchange listing
175
Equity market
China
Wuhan Zhongyuan Huadian Shenzhen Stock Exchange listing
77
Equity market
66
Equity market
►► New World China Land rights issuance 新世界中国地产融资
Equity market M&A
China/Hong Kong
China Tontine Wines Group Hong Kong IPO
China
China Investment Corporation – AES Corporate investment
1,580
Clifford Chance
China
Affinity Equity Partners – Beijing Leader & Harvest Electric Technologies acquisition
200
China/Hong Kong
China Minsheng Bank Corp H-Share IPO
3,900
Equity market
China/Hong Kong
China Tontine Wines Group Hong Kong IPO
66
Equity market
China/Hong Kong
Greens Holdings IPO
62
China
Affinity Equity Partners – Beijing Leader & Harvest Electric Technologies acquisition
China/US
Ideation – SearchMedia acquisition
176
M&A
China/Hong Kong
Mingfa Group IPO
284
Equity market
Teresa Ko Freshfields
| CHINA/HONG KONG |
Debt market
Cleary Gottlieb
Commerce & Finance
• Both sides have also agreed to build a JV that specialises in photovoltaic or other solar energy projects
42 2,500
Chiu & Partners
Conyers Dill & Pearman
• GCL-Poly earlier this year acquired Jiangsu Zhongneng for US$3.4bn and was also represented by Freshfields
Value Deal type (US$m)
200
Equity M&A
Equity market M&A
CT Chan & Co
China/US
Shougang Corporation – Delphi acquisition
100
M&A
Davis Polk & Wardwell
China/Hong Kong
Longfor Properties IPO
916
Equity market
China/Hong Kong
Sands China IPO
2,500
Equity market
Debevoise & Plimpton
China/Hong Kong
Greens Holdings IPO
DLA Piper
China/Hong Kong
Mingfa Group IPO
China
CAX Holdings – Pera Global PE financing
62
Equity
284
Equity market
42
Debt market
China
GGV Capital – Qunar.com investment
15
Equity
Elvinger, Hoss & Prussen
China/ US
Shougang Corporation – Delphi acquisition
100
M&A
Eversheds
China/Hong Kong
New World China Land rights issuance
683
Debt market
Freshfields
China/Hong Kong
China Investment Corporation – GCL-Poly investment
709
Equity
China/Hong Kong
China Minsheng Bank Corp H-Share IPO
3,900
Equity market
China/Hong Kong China/Hong Kong
Sands China IPO China Tontine Wines Group Hong Kong IPO
2,500 66
Equity market Equity market
284
Equity market
3,900
Equity market
GFE Law Office
China/Hong Kong
Mingfa Group IPO
China/Hong Kong
China Minsheng Bank Corp H-Share IPO
Gunderson Dettmer Stough
China
GGV Capital – Qunar.com investment
Haiwen & Partners
China/Hong Kong
Greens Holdings IPO
Hastings & Co
China/US
Shougang Corporation – Delphi acquisition
100
M&A
Herbert Smith
China
China Agri-Industries syndicated loan
250
Debt market
Firm: Eversheds Lead lawyer: Stephen Mok Client: Issuer
Hogan & Hartson
China/US
Duoyuan Printing IPO
Hunt & Hunt
China/US
Shougang Corporation – Delphi acquisition
Jingtian & Gongcheng
China/Hong Kong
China Tontine Wines Hong Kong IPO
66
Equity market
China/Hong Kong
Greens Holdings IPO
62
Equity market
Firm: Norton Rose Client: underwriters
Jun He
China/US
Ideation – SearchMedia acquisition
176
M&A
Latham & Watkins
China/US
Ideation – SearchMedia acquisition
176
M&A
China/Hong Kong
Ming An Holdings privatisation
239
Equity market
• Maples and Calder recently advised Senrigan Capital on Cayman Islands law matters in connection with the establishment of its first eventdriven hedge fund
Leonel Alves Law Firm
China/Hong Kong
Sands China IPO
2,500
Equity market
Linklaters
China
China Agri-Industries syndicated loan
250
Debt market
Lovells
China
Affinity Equity Partners – Beijing Leader & Harvest Electric Technologies acquisition
200
M&A
Luthra & Luthra
China/US
Shougang Corporation – Delphi acquisition
100
M&A
• Maples and Calder was also involved in advising Evergrande on its second IPO worth US$775m
Maples and Calder
China/US
Ideation – SearchMedia acquisition
176
M&A
China/Hong Kong
Mingfa Group IPO
284
Equity market Debt market
Value: US$683m
Firm: Maples and Calder Lead lawyer: Christine Chang Client: Issuer
www.legalbusinessonline.com
Grandall Legal Group
15 62
55 100
China/Hong Kong
New World China Land rights issuance
683
China
GGV Capital – Qunar.com investment
15
MWE Law Firm
China/Hong Kong
Sands China IPO
Norton Rose
China/Hong Kong
New World China Land rights issuance
2,500 683
Equity Equity market
Equity market M&A
Equity Equity market Debt market
7
NEWS | deals >>
| CHINA/HONG KONG | ►► Mingfa Group IPO 明发集团香港上市 Value: US$284m
Firm: Charltons Lead lawyer: Julia Charltons Client: Issuer Firm: Grandall Lead lawyers: Zhang Zechuan, Wang Weidong Client: Issuer Firm: DLA Piper Client: Issuer
| CHINA/HONG KONG | ►► Ming An Holdings privatisation 民安控股私有化 Value: US$239m
Firm: Appleby Lead lawyer: Judy Lee Client: Ming An Firm: Latham & Watkins Lead lawyers: Stanley Chow, William Woo Client: Ming An
Wang Weidong Grandall
Firm: Maples and Calder Client: Issuer Firm: O’Melveny & Myers Client: Underwriter Firm: Commerce & Finance Client: Underwriter • Grandall recently advised VisionChina Media on its full US$160m acquisition of Digital Media Group • Charltons also advised engineering group Greens Holdings’ US$53m before the Mingfa deal
| CHINA | ►► China Agri-Industries syndicated loan 中国粮油获银团贷款 Value: US$250m
Firm: Herbert Smith Lead lawyer: Alexander Aitken Client: China Agri Firm: Linklaters Client: Lenders • First time that Herbert Smith has represented the COFCO subsidiary, with Beijing’s managing partner, Gary Lock, heading advisory team • Seven banks to provide finance – Banco Santander, Bank of TokyoMitsubishi UFJ, Bank of China, CITIC Ka Wah, ICBC, Mizuho and Standard Chartered
| CHINA | ►► Affinity Equity Partners – Beijing Leader & Harvest Electric Technologies acquisition 骏麒投资完成大型收购交易 Value: US$200m
Firm: Commerce & Finance Client: Affinity Equity Partners Firm: Clifford Chance Lead lawyer: Terence Foo Client: Affinity Equity Partners
Firm: Woo Kwan Lee & Lo Lead lawyer: Brian Leung Client: Ming An
Firm: Lovells Lead lawyer: Terence Lau Client: Leader & Harvest
• Privatisation involved two share purchase transactions: acquisition by CTIH of 47.8% of the issued shared capital of MAH from China Taiping Insurance Group; and the acquisition of approximately 48.66%of the issued shared capital of MAH from the remaining MAH shareholders.
• Third successful buyout of a Chinese company that Clifford Chance has closed in recent years
• Appleby advised on the IPOs of both Come Sure Group and Lumena Resources on HKSE earlier this year
| CHINA/HONG KONG | ►► Yuzhou Properties Company IPO 禹州地产香港上市 Value: US$209m
Firm: Skadden Lead lawyers: Jon Christianson, Dominic Tsun Client: Issuer Firm: Paul Raymond Li Hastings Paul Hastings Lead lawyers: Raymond Li, Sammy Li Client: Underwriters
“The increasing amount of activity in China’s clean-tech sector is resulting in some excellent opportunities for domestic and overseas investors. We anticipate more overseas investors will exploit the opportunities in China’s clean-tech and energy saving sectors in the future” Terence Lau, Lovells
| CHINA/US |
Firm: Latham & Watkins Lead lawyer: David Zhang Client: SearchMedia • Jun He advised on multiple IPOs this year including Silver Base Group, Lumena Resources and Real Gold • Latham & Watkins advised on one of Asia’s biggest M&A deals in 2009 – the US$4bn acquisition of Singapore’s Chartered Semiconductor Manufacturing by Abu Dhabi’s Advanced Technology Investment Company
| CHINA | ►► Huayi Brothers Media Shenzhen Stock Exchange listing 华谊兄弟传媒深圳上市 Value: US$175m
Firm: Chen & Co Lead lawyers: Frank Chen, Simon Chen, Tong Zhi Ming Client: Issuer Frank Chen • This marked the second time Chen Chen & Co & Co served as legal counsel to an issuer approved for GEM offering and listing after Zhongyuan Huadian
| CHINA | ►► WuMart Stores – Beijing MerryMart Chainstores Development acquisition 物美商业收购美廉美商 Value: US$117m
►► Ideation – SearchMedia acquisition Ideation和SearchMedia 换股和收购交易 Value: US$177m
• Third Hong Kong IPO Skadden has advised on recently following its role as adviser to Wynn Macau • Skadden also advised CRIC in its US$248m IPO on the NASDAQ along with its US$775m merger with SINA
Firm: Jun He Client: Ideation Firm: Walkers Group Client: Ideation Firm: Commerce & Finance Client: SearchMedia Firm: Maples and Calder Client: SearchMedia
8
ISSUE 6.12
NEWS | deals >>
Firm: Zhong Lun Lead lawyer: Feng Jixiong Client: MerryMart
►► YOUR MONTH AT A GLANCE (CONt) Firm
Jurisdiction
O’Melveny & Myers
• Zhong Lun provided legal advice to Merrymart over three years, with a value of more than RMB1bn • WuMart acquired 68% of the equity interests in MerryMart in 2006 and later increased its shareholding to 75% by capital contribution
| CHINA | ►► Wuhan Zhongyuan Huadian Shenzhen Stock Exchange listing 武汉中元华电科技深圳上市 Value: US$77m
Firm: Chen & Co Lead lawyers: Frank Chen, Simon Chen, Huang Chen Client: Issuer • Marked first time Chen & Co served as legal counsel to an issuer approved for GEM offering and listing
| CHINA/HONG KONG | ►► Greens Holdings IPO 格菱控股香港首次上市 Value: US$63m
Firm: Debevoise & Plimpton Client: Issuer Firm: Jingtian & Gongcheng Client: Issuer Firm: Conyers Dill & Pearman Client: Issuer
Value Deal type (US$m) 284
Equity market
66
Equity market
Yuzhou Properties Company IPO
209
Equity market
China/Hong Kong
Longfor Properties IPO
916
Equity market
Pignon & Associates
China/US
Shougang Corporation – Delphi acquisition
100
M&A
Richards Butler
China/Hong Kong
China Investment Corporation – GCL-Poly investment
709
Equity
China/Hong Kong
Longfor Properties IPO
916
Equity market
China/Hong Kong
Yuzhou Properties Company IPO
209
Equity market
China/Hong Kong
Greens Holdings IPO
62
Equity market
Sidley Austin
China/Hong Kong
Sands China IPO
Squire Sanders
China/US
Shougang Corporation – Delphi acquisition
100
M&A
Taiwan Commercial Law Offices TransAsia
China/ US
Shougang Corporation – Delphi acquisition
100
M&A
China
GGV Capital – Qunar.com investment
Walkers Group
China/ US
Ideation– SearchMedia acquisition
Paul Hastings
Skadden
China/Hong Kong
Mingfa Group IPO
China/Hong Kong
China Tontine Wines Hong Kong IPO
China/Hong Kong
2,500
Equity market
15
Equity
176
M&A
China/ Hong Kong
Sands China IPO
Woo Kwan Lee & Lo
China/ Hong Kong
Ming An Holdings privatisation
239
Equity market
Vinson & Elkins
China/ US
Shougang Corporation – Delphi acquisition
100
M&A
Zhong Lun
China
WuMart Stores – Beijing MerryMart Chainstores Development acquisition
117
M&A
China
CAX Holdings - Pera Global PE financing
2,500
42
Equity market
Debt market
Does your firm’s deal information appear in this table? Please contact
Firm: Skadden Lead lawyers: Jon Christianson, Dominic Tsun Client: Sole bookrunner
alb@keymedia.com.au
61 2 8437 4700
Firm: GFE Law Office Client: Underwriter
Firm: Haiwen & Partners Client: Sole bookrunner
• In China Lilang’s IPO earlier this year, Jingtian & Gongcheng, Chiu & Partners and Conyers Dill & Pearman were also legal advisors to the issuer
• Morgan Stanley was the sole global coordinator, bookrunner and sponsor in Greens Holdings US$63m (approximately) IPO and listing on the HKSE
• Conyers also advised Yingde gases on its US$450m IPO and Ausnutria Dairy on its US$200m IPO on the HKSE this year
| CHINA/HONG KONG | ►► China Tontine Wines Group Hong Kong IPO 中国通天酒业香港上市 Value: US$66m
Firm: Chiu & Partners Client: Issuer Firm: Jingtian & Gongcheng Client: Issuer Firm: Conyers Dill & Pearman Client: China Tontine Firm: Orrick Lead lawyer: Edwin Luk Client: Underwriter www.legalbusinessonline.com
Deal name
| CHINA / US | ►► Duoyuan Printing IPO 多元印刷首次公开上市 Value: US$55m
Firm: Hogan & Hartson Lead lawyers: Man Chiu Lee, Steve Kaufman, Amy Freed Client: Issuer Lee Man Chiu Hogan & Hartson
• IPO of Duoyuan Printing follows the successful IPO of Duoyuan Global Water five months ago, in which Hogan & Hartson also served as legal counsel for the issuer
• Hogan & Hartson and Lovells recently announced merger plans
| CHINA | ►► CAX Holdings–Pera Global PE financing 安世亚太私募股权融资 Value: US$42m
Firm: Zhong Lun Client: Pera Global Firm: DLA Piper Lead lawyer: Rocky Lee Client: Pera Global Firm: Allen & Overy Client: CAX Holdings • Together with Baring Private Equity Asia's US$32m to purchase the shares of Pera Global from AIG, the US$42m capital injection has come as the biggest PE investment in China's technology industry in 2009 • Is the largest single private equity investment in the history of China’s software sector • DLA Piper is also advising Pera Global on its A-1 filing with the HKSE and its Hong Kong IPO
9
NEWS | analysis >>
Analysis >>
Law firms build bridge to India
Dacheng and Central Chambers form the first China-Singapore JV to target India
“As two of the most important economies and neighbours, economic exchanges between China and India will soon expand to various industries such as finance and technology, instead of just simple merchandise trade” charles guan, grandall 10
C
ommercial trade between China and India is set to reach US$60bn before this year is through and the growing market could open up a new world of opportunity for law firms. Many of China’s leading lawyers are already well aware of the huge potential for legal services. “As two of the most important economies and neighbours, economic exchanges Charles Guan between China and Grandall India will soon expand
to various industries such as finance and technology, instead of just simple merchandise trade,” said Charles Guan, the managing partner at Grandall. “This will result in increasing demand for legal services.”
Work flow
The main source of work currently flowing into India from China is from infrastructure projects. India’s automotive sector is also proving attractive to Chinese companies – evidenced by Shanghai Automotive Industry Corporation’s (yet-to-becompleted) acquisition of a 51% stake ISSUE 6.12
NEWS | analysis >>
in General Motor’s Indian operations. PRC law firms are also benefiting from those Indian operations who are setting up a base in China. “Indian companies are … in China and trading with local companies through their presence,” said Rishi Anand, an Indian law consultant and member of the India law practice group at DCC.
The alliance model
Dacheng’s Singapore branch, Dacheng Central Chambers (DCC), has been the quickest to see this opportunity. It is the first PRC law firm to establish an official alliance in India and has found a ‘best friend’ in local firm Vaish Associates Advocates (Vaish). The two firms have signed a memorandum of understanding which establishes a non-exclusive alliance for an initial period of one year. “We started this India practice by first targeting Indian businesses already in China,” said Aloysius Wee, managing partner of DCC. “We have Aloysius Wee Indian lawyers who Dacheng Central Chambers are based out of the Shanghai office to service these businesses.” However, DCC wanted to increase the flow of work and started searching for Indian law firms which shared their vision. “The next stage was to tie up with a credible firm in India with a decent reach and solid client base,” said Wee. “When we went to India in July to start looking for partners we found a lot of firms that were interested but weren’t prepared to take the next step.” Ultimately it was Vaish who saw the potential in establishing an alliance with the largest law firm in China. Both
firms will benefit by sharing resources, entering into joint marketing initiatives and referring work. Grandall, meanwhile, has no fixed plans for its India practice and the model will ultimately be determined by its executive partners and managing committee. “I personally prefer the alliance model,” said Guan. “Members … share market resources and knowledge though they are independent from each other. The cooperation among members is creative and also includes complicated legal projects and training, so that members can provide clients with more professional services.” However, the alliance model can be too restrictive for some firms. “King & Wood is a big firm, so it is difficult for us to tie ourselves up with one individual law firm,” said partner Mark Schaub “Also India is a very big country and it is better to have a number of contacts. If you have exclusivity with one firm it means that you cut yourself off from other firms.” If necessary, King & Wood will reach out to a number of Indian law firms for assistance on India-related work. “We only have one strategic alliance so I think King & Wood prefers to be independent. We will cooperate with other law firms but I don’t think we will do anything formal,” said Schaub. Zhonglun W&D is also hesitant about jumping into an exclusive alliance. The firm currently collaborates with Indian law firms K R Chawla & Co and Luthra & Luthra on a referral basis. “Depending on the increasing volume of our Indiafocused cases we might consider setting up an Indian desk with local lawyers – or will try to establish a good relationship with a local bar association for recommendations of
“I think PRC law firms will eventually look at [India] and get in, but it’s early days. To a certain extent, we are trying to generate interest, business and trade flows between China and India… We want to create awareness [in India] about opportunities in China” Aloysius Wee, Dacheng Central Chambers
some good local firms for us,” said Lin Wei, a partner at the firm.
Emerging markets
Firms like DCC and Vaish are frontrunners in this emerging market and will be ready for the opportunities when they arise. However, even DCC’s Wee acknowledged that the market is not yet ripe. “I think PRC law firms will eventually look at [India] and get in – but it’s early days. To a certain extent, we are trying to generate interest, business and trade flows between China and India… we want to create awareness [in India] about opportunities in China,” said Wee. Others are equally realistic about the size of the market. “My personal opinion is that we shouldn’t build it up into something that it’s not… [While] it might be growing it’s still a small base and people have to be realistic,” said Schaub. Nevertheless, prudent law firms should watch this space, as India and China continue the inevitable expansion of their trade relations. ALB
►► India’s biggest law firms Rank
Firm
1.
FoxMandal Little*
Total lawyers & partners 450
Som Mandal
Managing partner(s)
Total lawyers 400
Total partners 50
Offices 17
2.
Amarchand & Mangaldas
436
Shardul Shroff, Cyril Shroff
394
42
5
3.
AZB & Partners*
200
Zia Mody, Ajay Bahl, Bahram Vakil
185
19
4
4.
Luthra & Luthra
186
Rajiv Luthra
160
26
3
5.
Khaitan & Co
178
Haigreve Khaitan
144
34
4
6.
J Sagar Associates
160
Jyoti Sagar, Berjis Desai
123
37
5
105
4
7.
Trilegal*
Management by committee
90
14
8.
ALMT Legal
95
Sakate Khaitan, Aliff Fazelbhoy
80
15
3
9.
Thakker & Thakker
60
Bijesh Thakker
53
7
3
10.
Titus & Co Advocates
49
Diljeet Titus
40
9
9
*approximately. Source: ALB 50, as at June 2009
www.legalbusinessonline.com
11
NEWS | analysis >>
中国律所 – 构建中印桥梁
中
Analysis >>
印间的贸易额预计将在年底前达到600亿美元， 这一发展中市场已为律所开启新的机遇之门。 国浩上海办公室的管理合伙人管建军称：“同是最重 要的经济体，又是邻国，中印之间的贸易必将迅速扩 展至金融和科技等多个行业，而不仅仅是商品交易。 由此，将引致对法律服务的需求增加。”
US mid-tier scales Great Wall
抢占先机
大成的新加坡分所大成中央律师事务所（大成中 央）已抢占先机。它已与当地律所Vaish Associates Advocates（Vaish）组成“盟友”关系，是在印度建立 正式联盟的首家中国律所。这两家律所已签订谅解备 忘录，建立了初步为期一年的非排他性联盟。 大成中央的管理合伙人Aloysius Wee表示：“在初始 阶段，我们服务的对象为已进驻中国的印度企业。目 前，我们已在上海分所聘用印度籍律师，来为在华投 资的印度企业提供服务。”但是，大成中央希望拓宽业 务流，因而开始寻找与他们志同道合的印度律所。 Wee称：“下一步是通过与印度一家业务面广、客 户基础稳固且可信赖律所紧密合作，共同开拓市场。 我们在七月份前往印度物色合作伙伴时，有许多律所 对此感兴趣，但并未计划展开行动。”最终，Vaish认 识到，与中国最大律所结盟将有广阔的发展前景。 通过资源共享、开展联合营销活动和业务交流，这 两家律所将从这次联盟中获益匪浅。
业务往来
目前，从中国流入印度的主要业务源是基建项目。印 度的汽车行业也在吸引着中国公司的兴趣，从上海汽 车工业（集团）总公司或将收购通用汽车印度业务的 51%股权的交易即可见一斑。 中国律所也正在从中国的印度业务中获益。大成中 央的印度籍法律顾问称：“印度公司正在中国开设分公 司，通过进入中国市场来与当地公司开展业务往来。”
联盟模式
虽然已认识到前景广阔，但国浩未就其印度业务制 定具体计划。管建军称：“我个人偏爱联盟模式，成 员间分享市场资源与知识。成员间的合作能激发创 造力，合作范围还包括复杂的法律项目和培训，以 便成员能向客户提供更为专业的服务。” 这种联盟模式对于有些律所而言则过于约束。金杜 的合伙人Mark Schaub指出：“金杜是大型律所，所以 与一家个人律所捆绑不太现实。而且印度是大国，所 以最好是与多家律所合作。如果与一家律所达成排他 性联盟，则意味着切断了与其它律所的合作，因此我 认为这是各律所须考虑的一点。”如有必要，律所会 与多家印度律所联系，以寻求印度相关业务上的协 作。Schaub称：“我们仅达成一项战略联盟，因而我 认为金杜偏向于自身的独立。我们也将与其它律所合 作，但依我看来并不会建立任何正式联盟。” 中伦文德对于建立排他性联盟的模式也表示质疑。 该所目前与印度律所K R Chawla & Co和Luthra & Luthra Law Office就转介业务事宜结成了合作关系。 中伦文德的合伙人林威表示：“依据我们印度案例的 数量增长情况，我们可能考虑在印度设立办公室，安 排当地律师在那工作，试图与当地律师协会建立良好 关系，以便他们向我们推荐一些出色的律所。”
新兴市场
大成中央与Vaish这类律所是这一新兴市场内的先行者， 一旦机遇显现，他们将能牢牢把握。但是，Wee也承 认，该市场尚不成熟。他表示：“我认为中国律所最终都 会聚焦[印度]并进驻其市场，而不是在起步阶段就有此行 动。在一定程度上，我们试图促进中印间的商务和贸易 往来… 我们希望让[印度]认识到中国蕴含的机遇。” 其它律所则较为现实，更注重现阶段该市场的规 模。Schaub称：“我个人认为我们不应夸大事物的本 质，[在中国的印度公司]规模尚小，以后或许会逐渐发 展壮大，但目前还不是，我们都应实事求是地看待。” 尽管如此，有远见的律所应关注这一领域，因印度 与中国的贸易关系必然会不断发展，相关法律服务市 场也将随之壮大。
12
Just because you’re a mid-tier US firm doesn’t mean you have to limit yourself to mid-cap US clients. Not here in China anyway. ALB China investigates
I
n November when Winston & Strawn launched an office in both Beijing and Shanghai, its stated intention was to provide more comprehensive services to existing clients. No surprises there. WilmerHale was also listening to existing clients – Google, Intel and CISCO – when it established a presence here. “Our clients really needed us to be in Beijing to provide advice for strategic transactions, corporate work, and regulatory and WTO related issues,” reported comanaging partner Robert Woll. The story was similar over at fellow new arrivals Kirkland & Ellis: “The Shanghai office is a direct response to our clients’ growing activity in China,” said Thomas Tannucci, chair of the Chicago firm’s firm-wide management committee. Following existing clients is, after all, just about the only model of overseas expansion that has consistently
proven to be successful. Back in the late 80s and 90s, the very biggest US-based multinationals were the first to make significant moves on the latent China market, and their top-tier legal advisers were not far behind. As the China operations of those multinationals have taken root and scaled up, the hordes of epiphytic mid-cap companies that supply them or exist alongside them have been arriving, and in turn their mid-tier legal advisors are not far behind.
Market opportunity
But while the follow-your-client model is the usual impetus for a foreign firm to open a China office, now more than ever that is not where the opportunity ends. The advent of the Robert Lee financial crisis has in Diaz Reus a way been beneficial ISSUE 6.12
NEWS | analysis >>
►► US firms in China: office launches 2007- 2009 Firm Covington & Burling Dechert Kirkland & Ellis K&L Gates Loeb & Loeb Miller, Canfield, Paddock and Stone Morris Manning & Martin Nixon Peabody Weil Gotshal & Manges Wilson Sonsini Goodrich & Rosati
Location Beijing Beijing Shanghai Shanghai Beijing Shanghai Beijing Shanghai Beijing Shanghai
Winston & Strawn
Beijing, Shanghai
NB: This table does not purport to be exhaustive
down at this market level, as it is allowing mid-tier firms to win business from price-sensitive clients with hamstrung budgets. Diaz Reus is a case in point. “Not only do we continue to service small businesses and mid-market companies, we have been successful in attracting the Fortune 1000 companies that would traditionally approach larger firms,” says partner Robert Lee.
Outbound deals fuel foreign midtier growth
An even larger pool of potential clients, however, is of course comprised of equally price-sensitive Chinese companies doing business on these firms’ home turf. Many mid-cap companies that have done well domestically in China are now looking, with government blessing, to expand abroad. “With strong buying power and a vision to go global, Chinese mid-cap acquirers represent a source of opportunities for US firms advising on cross-border transactions,” said Paul Strecker, partner at Shearman & Sterling’s Hong Kong offices. Cash-rich Chinese companies are
www.legalbusinessonline.com
indeed having an unprecedented impact on the global M&A market at a time when valuations of their foreign targets are being held down by jittery overseas market sentiment. Recently Shougang Corporation acquired Delphi Corp’s brake and suspension unit for US$100m to enter the premium auto chassis market. And earlier this year, China Networks Media, a provider of broadcast television services in the PRC, acquired Alyst Acquisition Corporation, a special-purpose acquisition company listed on the NYSE Amex. “Chinese companies are continuing to look abroad to pursue M&A and other transactions that given them greater control or ownership of overseas supply and distribution chains, as well as ownership of valuable brand names,” said Malhar Pagay, a lawyer with US firm Pachulski Stang Ziehl & Jones. And then there is the flurry of midmarket listings on US bourses. In April this year, for example, ChangYou.com, creator of award-winning game Tian
Long Ba Bu and leading developer and operator of online games in China, launched its US$138m IPO and listed on the NASDAQ Global Select Market. Mid-tier US firms enjoyed mandates on all of these deals. Mid-tier US lawyers are also reporting an increasing number of Chinese clients requiring legal advice about trading, distributing or settling disputes in the US as they seek to gain access to resources, build their brands and move up the value chain.
Permanent shift
Many leaders of mid-tier firms expect a shift in the marketplace will lead to permanent changes, as smaller firms gain more footing in markets previously cornered by multinationals. “Mid-tier firms can be a lot more nimble and responsive to requests for change because they’re not burdened by large and heavy structures,” agreed one in-house counsel. Hence further office openings are expected in 2010. According to Woll, some will specifically tackle work around PE funds and clean-technology transactions, in view of the stateowned-enterprises’ globalisation. But comfortable niches may not be limited to certain practice areas. “2010 will create more opportunities for many Chinese companies, with the New Year offering favourable valuations to expand abroad,” said Don Williams, partner at Wilson, Sonsini, Goodrich and Rosati. “The legal industry here will become more sophisticated as Chinese law continues to develop, and Chinese companies will take their trusted midtier advisors in search of opportunities abroad.” ALB
中型美国律所面临新中国机遇
过
去18个月，全球经济形势不容乐观，美国律 所在华的业务受到不同程度的影响。但任有 一些美国律所却逆势而上入驻中国市场，或者扩展 在华分支机构的规模。促使他们来华的最重要的原 因之一是响应固有客户的需求。 近期，Winston & Strawn在北京和上海开设 了两个代表处，以便为客户提供更为全面的服 务。WilmerHale也遵从当前客户－谷歌、英特尔和 思科的提议，跟随他们进驻中国市场。WilmerHale 的管理合伙人Robert Woll表示：“我们的客户非常 需要我们进驻北京，以提供及时的战略交易、企业 运作、合规和WTO相关事宜的咨询服务。” Kirkland & Ellis也在今年早些时候通过设立上海代 表处扩展其在华布局。该所管理委员会主席Thomas
Tannucci称：“上海代表处将直接协助我们客户在中 国的业务和发展。”
转危为机
金融危机迫使许多顶级律所执行裁员和成本控制措 施，但中型律所却能从许多对价格较为敏感的客户 群中获得更多业务，其中包括一些大型全球企业。 于今年七月在上海开设办公室，迈阿密律所达瑞的 合伙人Robert Lee称：“我们不仅将继续为希望进行 全球拓展的中小型企业和中端市场公司提供服务， 还将开始发展更多财富1000强公司，而这些公司之 前都是与大型事务所合作的。中国市场蕴涵着巨大 的发展机遇，我们希望紧握不断涌现出的商机。” 美国中端市场的公司进入中国以及在该市场的发
13
NEWS | analysis >>
展，给长期为他们在本国提供服务的美国律所带来 更多在华业务，成为这些律所开拓中国市场的重要 原因之一。而随着更多中小型中国企业逐渐到美国 去收购技术和品牌，购买资产和销售渠道，以及上 市融资，他们对美国法律服务的需求也日渐增加。
服务“走出去”的中国企业
在国内市场发展迅速的大中型国内企业，也越来越 多的有走出中国并发展海外市场的需求。近月来， 中国企业在美国收购的项目和交易连连不断，例 如，近期宣布的首钢收购美国德尔福的减振和制动 业务以及中投收购美国爱依斯电力公司股份 近期宣 布的首钢收购美国德尔福的减振和制动业务以及中 投收购美国爱依斯电力公司股份。这些公司在海外 的投资和商业活动，以及由此而产生的法律服务需 求则成为国外中型律所业务增长的新动力。 美国律所Pachulski Stang Ziehl & Jones的律师 Malhar Pagay表示：“中国公司继续放眼海外，通 过进行并购和其它交易，扩大其对于海外供应和分 销链的拓展，并获得著名品牌和优良技术。” 与此同时，许多国内中小型企业对到美国去上市 融资的热情也日益高涨。中国房产信息集团几个月 前成功在纳斯达克上市，筹得2.4亿美元。今年年 初，畅游在纳斯达克全球精选市场首次公开发行750 万股美国存托凭证，融资额达1.4亿美元。上月，万 达汽车成功在纳斯达克再次融资约6千万美元。 随着商业活动日渐频繁，纠纷解决也是在海外的 中国企业最需要的法律服务之一。与中国出口信 用保险公司（中国信保）的稳健关系是Pachulski Stang Ziehl & Jones赢得业务的保证。该律所已 取得中国信保及其在中国境内众多保单持有人和客 户的法律业务。Pagay称：“我们也与地区内许多 其它法律专业人士建立了稳固的关系，他们在一些 债务人和债权人交易与诉讼事务方面会寻求我们的 意见和帮助。” 在这些领域中，美国中型律师事务所和他们的 大型同行一样，正从广大的中国客户中获得更多 业务机会。
格局转变
许多中型律所的合伙人预计，市场转变将为法律行 业格局带来深远影响，因为他们正在获取更多原本 由大型国际律师事务所垄断的市场份额。一名扩国 企业公司内部法律顾问称：“中型律所在应对变化 的需求时更为灵活，原因在于其不受复杂结构的束 缚。因此我们更愿意与他们合作。” 因此，美国所在中国扩展分支机构和发展业务的 趋势必然会在2010持续下去。如Woll指出：“鉴于 国有企业的全球化，将有更多新的企业涌入中国市 场，以从事私募股权基金和清洁技术商务。” Wilson, Sonsini, Goodrich & Rosati的合伙人Don Williams也表示：“2010年将给许多中国公司带来更 多机遇，新的一年内进行海外拓展将极有价值。而 由于中国法律环境会不断演变，故法律业将变得更 为复杂。各公司在寻求海外发展机遇时 各公司在寻 求海外发展机遇时，将依赖于值得信赖、有专业特 长并在某一法域有丰富经验和社会资源的律所。”
14
Analysis >>
Losing partners to step up client links Linklaters has lost two managing partners this year to its long-term clients. These recent departures question the firm’s plans to strengthen its relationships with existing clients
Z
ili Shao will step down as Linklaters’ Asia managing partner, a position which he assumed in late April, to head up the Chinese business of US investment bank JPMorgan. In his new role as the bank’s chairman and CEO, Shao will help increase its burgeoning operation on the mainland, a big part of which will be helping the bank find a JV partner to trade domestic stocks. Shao is also expected to broaden the company’s myriad business lines in China. “JPMorgan has immense scope to grow its China franchise, based on its major achievements in recent years and the firm's high reputation,” he said. “I'm excited by the firm's potential in China and by the commitment of the management to a long-term investment plan.” His move marks the second time this year that a high-profile partner has left the firm to join a long-standing client. Shao’s predecessor as Asia managing partner, Giles White, left in April this year to take an in-house posting with Jardine Matheson, where he linked up with another ex-Linklaters partner, Charles Allen Jones. There’s no denying Shao’s move is prudent given JPMorgan’s everburgeoning China presence. Since incorporating on the mainland last year the bank has racked up an impressive deal list – including China
Oilfield’s acquisition of Awilco offshore and Chinalco’s failed bid for a stake in AngloAustralian miner Rio Tinto. These deals saw JPMorgan crowned the Zili Shao ‘Investment Bank InLinklaters house Team of the Year’ at this year’s ALB China Law Awards. It’s also a fortuitous move for Linklaters. The firm was cut from the bank’s list of preferred legal advisors midway through 2008, following a row over its role in action brought by Barclays against Bear Stearns. But the relationship has improved of late and Linklaters has been reinstated on the bank’s list of preferred legal advisors. And Shao will no doubt play a role in galvanising the links between the two in his new role. “We look forward to working closely with Zili as a client,” said Linklaters’ firm-wide managing partner Simon Davies.
ISSUE 6.12
NEWS | analysis >>
Update >>
CIETAC COLUMN 第七届“贸仲杯”国际商事仲裁辩论赛在京举办
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月17-19日，中国国际经济贸易仲裁委员会（简称“贸仲”）在北京举办了第七届“贸仲杯”国际商事仲裁辩论赛。本届辩论赛共有来自 国内21所著名高等院校法学院（系）代表队的160余名选手参加了比赛。贸仲邀请了其资深仲裁员及国内外知名律师43人担任仲裁 员，这些仲裁员分别组成模拟仲裁庭，参赛选手模拟仲裁案件申请人和被申请人参与仲裁庭开庭的各环节，比赛语言为英文。 贸仲将继续资助优胜队分别参加2010年3月和4月在维也纳和香港举办的“国际商事仲裁模拟仲裁庭辩论赛”（Willem C. Vis International Commercial Arbitration Moot）。作为该赛事的合作方，贸仲多次选派中国代表队参与维也纳的国际赛事，2011-2012年的维也纳国际赛事中 将会采用贸仲的仲裁规则。同时，自2005年该赛事在香港开办“东方赛区”，贸仲一直是东方赛区的协办单位。 八年来，贸仲举办的“贸仲杯”国际商事辩论赛及相关活动，已经在三十多所中国知名高校法学院（系）中形成了一定的知名度和影响力，成 为多所中国高校法学院（系）每年固定组织学生准备的赛事活动之一，有的学校还为此增加了商事仲裁的专门课程。
The Seventh CIETAC International Commercial Arbitration Moot Held in Beijing
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rom 17-19 November, 2009, China International Economic and Trade Arbitration Commission (“CIETAC”) held the seventh CIETAC International Commercial Arbitration Moot (“The Moot”) in Beijing. Over 160 competitors from 21 famous domestic universities participated in the event. The Moot, which was conducted in English, was judged by 43 distinguished arbitrators and lawyers from home and abroad. The arbitrators respectively constituted moot courts, and the competitors simulated as claimants and respondents to join the hearing. CIETAC will respectively sponsor the winning teams to join the Willem C. Vis International Commercial Arbitration Moot held in Vienna and Hong Kong in March and April, 2010. As the co-sponsor of the Vis Moot, CIETAC had selected and sent Chinese delegates to participate in the international competition in Vienna many times. The 2011-2012 Vienna Vis Moot will adopt CIETAC Arbitration Rules. Meanwhile, as a sister moot to the Vienna Moot, the Vis Moot (East) has also been co-sponsored by CIETAC since 2005. CIETAC has held the CIETAC International Commercial Arbitration Moot and related activities for eight years, and has gained a reputation and recognition in over 30 law schools of Chinese universities, and has become one of the must-join competitions by law school students. Some universities added commercial arbitration courses to prepare for the competition. www.cietac.org 地址：中国北京西城区桦皮厂胡同2号国际商会大厦六层 邮编：100035 电话: +8610 82217788 | 传真: +8610 82217766 / 64643500
Double-agents
Shao’s departure is part of a larger trend of international law firms seeking to reinforce relationships with key clients via lateral moves. According to sources close to ALB, this strategy is not a new one. “We have seen these transfers happen with increasing regulatory over the past five years – and more and more since the start of the financial crisis,” said a HK-based in-house lawyer. “Plenty of lawyers at associate and senior associate level have been moved across for short and long-term stints and to help them deal with the upturn in work,” said ALB’s source, adding that he expects this trend to continue as long as legal department hiring freezes remain the norm at most financial services businesses in the region. “But what is different in this case [Shao’s appointment] is that it’s rare for a lawyer of such seniority, experience and connections to make such a move,” the source said. Shao’s CV is certainly impressive. In addition to his eleven years spent as a partner with Linklaters, he has also spent www.legalbusinessonline.com
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time at Australian law firm Mallesons Stephen Jaques and with Chinese SOE Citic Group. “Shao is an excellent operator and a very experienced banker who knows Chinese business like the back of his hand,” the source said. “Linklaters may well seal a long relationship with JPMorgan through this, but his departure will leave a noticeable hole in their corporate practice.” Who will fill this gap? Linklaters
remains coy on who will replace the managing partner, saying in a statement only that “Linklaters is in the process of identifying a successor to Zili Shao. A consultation process is underway and an announcement will be made in coming weeks.” The current China joint managing partners Marc Harvey and Celia Lam, who were both appointed to their posts in June, will be among the favourites to take up the reins. ALB
管理合伙人离职，年利达有得有失
邵
子力在今年四月被提拔为年利达的亚洲管理 合伙人一职，成为被很同行赋予关注焦点的 事件。但他在任职短短半年内就决定转投美国投资 银行摩根大通，执掌其中国业务。这一转变也在业 内引起了不小的轰动。 摩根大通在中国蓬勃发展、前景广阔，无可否认， 邵子力从年利达离职乃明智之举。而对年利达而 言，他的离职标志着该所在今年内第二个高级合伙 人离任，并转投一名长期合作的客户。前任亚洲管 理合伙人Giles White在今年四月辞职，后担任怡和 （Jardine Matheson） 集团的法律总顾问。 虽然失去资深合伙人，但在邵子力履新后，必然会 有助于年利达与摩根大通发展更紧密的合作关系。年 利达的全球管理合伙人Simon Davies称：“我们期待 子力成为我们的客户时，与其密切合作。”
寻求通过平级调动巩固与主要客户的关系，是众 多国际律所采用的一种战略趋势，而邵子力的离职 可能属于这一情况。一名消息人士称：“大量资深和 高级律师通过短期和长期变动工作，以令自己的事 业有更高的发展。” 他表示：“但这一事件[委任邵子力]不同之处是，他 职务如此之高，经验和联系网络如此之广的律师转职 并不常见。邵子力是一名杰出的经营者和经验丰富的 银行家，对中国业务了如指掌。经过这一事件，年利 达可能会与摩根大通建立长期的合作关系，但邵子力 的离职对该所公司业务而言显然是一大损失。” 谁将填补这一空缺？年利达仍未公布谁将接替管 理合伙人一职。目前任职中国联席管理合伙人的 Marc Harvey和林楚丽（均在六月获委聘）可能将 是最佳人选。
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NEWS | news >>
news in brief >> M&A scarcity brings down revenue Linklaters’ half-year revenue fell by almost 10%, a decline which managing partner Simon Davies said reflected the lack of M&A deals. It is unknown whether the downturn was also experienced in the firm’s seven Asian offices. Davies said Linklaters remains positive about markets in the Middle East and Brazil, Russia, India and China. “While we do not expect a rapid recovery in the market, we have seen an upturn in our activity levels in the second half Simon Davies of last year, particularly in the BRIC Linklaters and the Middle East markets.” The revenue decline follows a similar drop from fellow magic circle firm Allen & Overy, who announced earlier this month that its first half revenues fell 7% to £511m.
并购交易不足导致年利达半年收入下降
年利达的半年收入下跌近10%，其管理合伙人Simon Davies将这归因于缺乏并购交易。 其七家亚洲办事处是否同样遭受收入下跌尚不明朗 — 联系律所时，律所拒绝提供其六家亚洲或两家海湾办事 处的收入详情。Davies表示年利达看好中东和巴西、俄 罗斯、印度和中国市场。“虽然我们并不预期市场将快 速回暖，但已看到去年下半年的业务量回升，尤其是在 金砖四国和中东市场.” 同样收入下跌的还有同属“魔术圆 圈”中的律所安理国际，其于本月早些时候已公布其上半 年收入下降7%至5.11亿英镑。
European firm targets investment funds with new Hong Kong office Luxembourg-based firm Arendt & Medernach has opened a representative office in Hong Kong to focus primarily on public and private funds and direct investment in Asia. Marking the firm’s first foray into the Asia-Pacific market, the office will work alongside those law firms it has established relations with in the region. Arendt & Medernach is aiming to capture the growth market in Hong Kong. “As outward investment funds from Asia are likely to increase fairly dramatically over the short term, and given the changes and reforms that are being implemented in multiple jurisdictions, the need for up-to-date advice … is likely to grow,” said partner Claude Niedner, who is one of three lawyers based in the new office. Niedner will be supported by senior associate Stéphane Karolczuk who will head up the office, and the firm’s founding partner Guy Harles.
欧洲律所新设香港办事处，瞄准投资基金
卢森堡律所Arendt & Medernach已在香港开设代表处，主 要从事公共和私人基金以及亚洲的直接投资项目。 继去年此时在迪拜设立办事处后，现在香港设立办事处 标志着该所开始进驻亚太市场。该所表示将与它在该地 区内已建立关系的律所展开合作。 该所旨在把握香港投资基金领域内的增长前景。合伙 人Claude Niedner（新办事处三名律师中的其中一名） 称：“由于亚洲的对外投资基金很可能在短期内急速增 长，且多重司法权区正在经历变革，因此对于最新法律 意见的需求就很可能提升。” Niedner将在高级律师Stéphane Karolczuk和创始合伙 人Guy Harles的协助下开展工作，Stéphane Karolczuk 将领导办事处。
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Shanghai >>
SJ Berwin opens second Asia office in Shanghai
L
ondon firm SJ Berwin, apparently suffering poor financial results due to a lack of diversification in its firm strategy, has launched itself into the Asian market with two office openings – Hong Kong and Shanghai – this year. The latest venture for SJ Berwin is the recent opening of its Shanghai office, which is staffed by senior associates Ji Hailong and Philip Senff, who both relocated from Frankfurt. The new branch will focus on fund formation, M&A, PE and real estate. “China's impressive economic growth
continues despite the global economic challenges, and client demand is high for dedicated, capable and experienced legal resources able to assist with both inbound and outbound cross-border legal work involving China,” said SJ Berwin Asia head, Daniel Liew. The Hong Kong office, headed by Liew, was launched in April 2009. SJ Berwin also opened an office in Dubai in September 2009. This expansion comes after the firm suffered a dip in profits per equity partner )PEP) of nearly 50% last year. ALB
Beijing, Shanghai >>
Winston & Strawn follow Obama into China
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resident Obama is not the only one to have focused recently on an anticipated flood of China-US deals. Winston & Strawn has launched two separate offices in Beijing and Shanghai, after opening an office in Hong Kong late last year and acquiring the China assets from the dissolved firm Heller Ehrman. “China clearly plays an important role and we are excited about the opportunity to provide more comprehensive service to our clients in China,” said Thomas Fitzgerald, Winston & Strawn’s managing partner. The launch of the new offices
美国温斯顿大力开拓中 国市场
去
年年底成立了香港分所后，美国温斯顿律 师事务所近期又在上海和北京同时设立了 代表处，表明该所希望大力开拓中国市场的决 心。该所宣布中国代表处设立时，正逢美国总 统奥巴马首次访华期间。其管理合伙人Thomas Fitzgerald称：“中国在全球业务的重要地位显而
aims to bolster Winston & Strawn’s international trade practice across the full range of trade remedy cases, including anti-dumping, countervailing duties and safeguard proceedings. There are currently five partners working across the firm’s offices in Hong Kong, Beijing and Shanghai. The firm’s Beijing and Shanghai offices are currently led by Ge Xiangyang, who recently joined from Baker & McKenzie where he was a partner. At Winston & Strawn, he will continue to assist large Chinese companies seeking opportunities overseas, with a focus 易见，我们迫切希望能有机会向中国客户提供更 为广泛的服务。 北京和上海办公室的设立，将会加强Winston & Strawn在国际贸易领域，包括反倾销和贸易救 济案件中服务中国客户的能力。目前，五位合伙 人在该所上海和北京办公室执业，中国团队由北 京合伙人葛向阳带领。葛律师曾在贝克•麦坚时 北京代表处担任合伙人多年，曾参与许多著名交 易，包括中国石油公司和中国铝业的首次公开募 股、西气东输管道项目和中国石油以25亿美元收 ISSUE 6.12
NEWS | news >>
SJ Berwin在上海开设 第二间亚洲分支机构
伦
敦事务所SJ Berwin因事务所发展策略多样 化不足，遭遇财务业绩不理想的局面。该 事务所今年开始正式涉足亚洲市场，分别在香港 和上海开设两间办事处。 SJ Berwin的最新动态是近期开设其上海代表 处，该代表处的成员有资深合伙人纪海龙和Philip Senff，此二人均调任自法兰克福。新分所将侧 重基金设立、并购、私募股权投资及房地产领 域。SJ Berwin亚洲负责人Daniel Liew称：“尽管 全球经济挑战严峻，中国经济仍在以惊人的速度 发展，客户迫切需要能力出众、经验丰富的专业 法律资源，为涉及中国的内向和外向跨境法律工 作提供支持。” 该所香港分所由Liew领导，于2009 年4月设立。2009年9月，SJ Berwin还在迪拜设 立一间办事处。去年，事务所因股东合伙人仅有 50%导致利润下滑，此后便开始扩展。
►► key points:
• The latest office opening takes London firm SJ Berwin's number of offices up to 13 in total • Before its recent venture, the firm only had branch offices in continental Europe - London Belgium, France, Germany, Italy, Spain and the UK • Established in 1982, SJ Berwin is a full service corporate law firm and employs more than 175 partners and 435 lawyers
on cross-border M&A transactions, specifically in the natural resources industry. He has worked on numerous high-profile transactions including the IPOs of PetroChina Company and Chalco, the West-East Pipeline Project and PetroChina’s US$2.5bn acquisition of oil and gas assets. Increases in Chinese outbound M&A over the past 12 months have triggered keen interest from many US law firms. They are collectively reporting an increasing clientele of Chinese businesses seeking legal advice about listing, acquiring, trading, distributing or settling disputes in the west. ALB 购石油和天然气资产交易。在温斯顿，他将继续 协助中国大型公司寻求海外商机，侧重跨境并购 交易，特别是自然资源行业。 据悉，该所收购了已解散的美国海陆律师事务所 在中国的部分资产和业务，使同时开设北京和上海 代表处成为可能。 过去一年中国外向并购的增加引起了许多美国律 师事务所的兴趣。他们不约而同的报告，有越来越 多的中国企业委托人寻求有关西方上市、收购、交 易、分销或争议解决的法律意见。 www.legalbusinessonline.com
uk report Economy up, training contracts still scant UK firms remain cautiously optimistic in regards to recruitment, and have revealed that while they will maintain their presence on campus, they will be cutting back slightly on the amount of law fairs they attend, and are looking at ways of making their law school visits more cost-effective. Statements suggest that while law firms are more optimistic about the prospects of an economic recovery, would-be lawyers looking to secure training contracts for 2012-13 are likely to find it just as tough as did their peers who battled it out for graduate positions earlier this year. DLA Piper sets up South American base DLA Piper has its sights set on South America, recently revealing that it will be launching an office in Brazil with a view to eventually expanding into the rest of Latin America. The firm joins fellow US firms Gibson Dunn & Crutcher and Simpson Thacher& Bartlett in its initiative. It is expected to open the office in São Paulo as soon as regulatory approval is obtained from the Brazilian bar, the Ordem dos Advogados.
Regional expansion plans for DLA are being driven from its US offices. Chicago-based Stuart Berkson, Tampa-based Mel Martinez and New York-based Robert Gruendel are leading the way. Lehman legal fees soar Figures in a report given to creditors by PwC recently revealed that legal advisors acting on the administration of Lehman Brothers in the UK have racked up US$112m in fees during the last year. Total fees include those paid to barristers and covers the amount billed between Lehman’s September 2008 collapse and 14 September 2009. Linklaters – currently leading the advice for PwC administrators Tony Lomas and Steven Pearson – recently referred to the case as the “largest and most complicated bankruptcy in history”. The firm had up to 30 partners working on the Lehman administration in the aftermath of the collapse, although it is understood that the work has now levelled off. The 100-strong Linklaters team is being led by head of restructuring and insolvency Tony Bugg, alongside restructuring partner Richard Holden and banking partner David Ereira.
ROUNDUP • Simmons & Simmons recently announced that it has made corporate responsibility a core component of its 2009-12 business plan. Dubbed ‘Step Up’, the CR program will have community work to feature on timesheets, along with its own blog and a podcast on iTunes • Norton Rose has begun to reinstate some fee earners to full hours as market conditions improve. A flexibleworking scheme was put in place in March in a bid to avoid making job cuts but it is thought that a large number of staff (including overseas offices) have returned to full-time hours • Slaughter and May confirmed that its salary freeze will continue for the remainder of the financial year. All fee earners, associates and trainees will receive a bonus equating to 5% of salary in December, half of the 0% paid out last year. Support staff will not see any reduction to their bonus rates of 2.5% of salary • Clifford Chance has lost eight fee-earners from its capital markets practice to redundancy, following the firm’s decision to significantly scale back its global partnership by around 15%. According to certain reports, a number of voluntary redundancies have also been made in the real estate group. • Pinsent Masons remains the law firm with the largest number of clients listed on London’s Alternative Investment Market (AIM). The recent junior market data shows that of the firms featuring in the top 20 rankings, only Pinsents, LG and Stephenson Harwood increased their client count. DLA Piper, Eversheds and Norton Rose all saw their AIM-listed client base shrink over the three-month period. • Latham Watkins recently made up 23 associates to partner, including two in London, as well as promoting 13 associates to counsel. The promotions are to come into effect in January and are spread across a variety of offices including Munich, Hamburg, Frankfurt, Tokyo, US, Doha, Paris, Singapore and Shanghai. Seventeen of the new partners are either corporate or finance partners, while six of the 23 are women
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NEWS | news >>
news in brief >> Regional summit held for legal services in Shanghai Shanghai’s drive to become an international financial hub is continuing, with a competent legal industry one of the prerequisites for a successful financial sector. To help developments, the Shanghai Bar Association has hosted the “Cross-Strait Four Regions Legal Services” forum, jointly run by the Law Societies of Hong Kong, Taipei and Macau. The forum agreed that there is a need to accelerate legislation for financial institutions and explore administrative supervision and regulatory mechanisms. Internationally competitive local lawyers are also required – talented practitioners who are familiar with the domestic sector. Earlier this year, the State Council issued guidelines aimed at developing Shanghai into a major global financial and shipping hub by 2020.
上海律协举办峰会，旨在改善金融法律服 务环境
上海正在为实现成为国际金融中心的目标而努力。作为 金融业发展最必不可少的辅助性现代服务业之一、律师 业要为国际金融市场提供一个相匹配的良好法律服务市 场环境。如何突破当前上海法律服务市场环境与上海国 际金融中心建设不相适应的瓶颈，创建一个和谐、有序 的法律服务市场环境，上海市律师协会于2009年10月 31日-11月1日，首次联合香港律师会、台北律师公会、 澳门律师公会，在上海的陆家嘴金融城举办了首届《两 岸四地法律服务论坛》。 在此次会议上，与会人士达成了多个方面的共识和成 果， 包括加快金融立法，完善金融法律体系建设，探 索建立行政监管与行业监管相结合的监管机制；培育一 批具有国际竞争力的本地律师事务所，同时也需要引进 一批熟悉中国本地市场的国际律师事务所和港澳台律师 事务所，共同创造和建立一个既良性竞争、又友好合作 的多元法系交叉共存的金融法律服务市场等。
Law firms raising profile with talent China’s law firms are stepping up internal strategies to entice talented lawyers to join their practice, instead of battling it out with competitors for the available talent. For example, Gide Loyrette Nouel established a special awards ceremony in 2004 to commend talented law students. The law firm’s awards encourage young Chinese lawyers and promote the exchange of knowledge and experience between students and qualified lawyers. Gide recently announced the winner of its annual China Awards 2009. Liang Yijie, an LLM student at East China University of Politics and Law won the prize – an all expense paid internship at head office in Paris.
基德为优秀法律学生颁发奖学金
基德律师事务所于2004年设立了特别的奖学金，以表 彰能力出众的法律学生。该律所的这一奖项激励了许多 年轻的中国法律人才，并促进学生与执业律师的学识和 经验交流。 近期，基德公布其2009年度中国奖学金 的获得者是华东政法大学的法 学硕士研究生梁奕杰 — 负责他 在巴黎总部实习的全部开销。 二等奖 — 在基德律所上海办 事处实习三个月 — 被复旦 大学的Song Wei获得。复 旦的Wu Danfeng和华东政 法大学的Xu Wenjie分享了 5000元人民币的三等奖。
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ANTI-TRUST >>
Zhong Lun obtains landmark clearance for Panasonic-Sanyo W
ith the combination of a well-established Japanese practice and a strong anti-trust and competition team, Zhong Lun has assisted Panasonic in obtaining MOFCOM's conditional anti-trust clearance for its US$9.4bn acquisition of Sanyo Electric. The landmark ruling is the most recent of a series of cases where MOFCOM imposed conditions when issuing antitrust clearance, and has demonstrated its increasing confidence in handling complex global merger cases. “Considering the wide variety of the products involved in the merger, the complexity of the relevant market analysis, the comprehensiveness of the review procedures, the specifics of remedial measures and the extraterritorial application of the remedies, this decision is another milestone signifying the PRC anti-trust authority's capability to comprehensively and effectively conduct review of offshore mega-mergers,” said Zhong Lun partner John Jiang, a member of the firm's team led by senior Wu Peng partner Wu Peng. Zhong Lun In addition to advising on the merger filing, the firm is also serving as the merger parties' counsel in the on-going implementation of the remedial measures which they have committed to, as well as providing PRC M&A related legal services for
►► key points: panasonic/sanyo clearance • Involved largest number of product categories, and most complex definition and analysis of relevant markets among all cases handled so far • Most detailed and comprehensive decision to date, covering review process, substantive aspects of review, competition concerns identified and stipulated remedies • First PRC merger review which covered all three phases of review stipulated by the PRC AntiMonopoly Law ("AML"): preliminary review (Phase I, pursuant to Art. 25 of AML), substantive review (Phase II) and extended review (Phase III, pursuant to Art. 26 of AML) • First decision which concurrently requires divestiture of both onshore and offshore assets • Applied new remedial measures for first time [First instance: (i) in respect of civilian-use nickel hydrogen battery, allowing the parties to choose from two divestiture alternatives; (ii) in respect of automotive nickel hydrogen battery market, Panasonic is not only required to reduce its equity stake in Panasonic EV Energy Co, ("PEVE"), but also to waive its voting rights in PEVE's shareholders' assembly, the right to appoint directors to the board of PEVE, and its veto right in respect of automotive nickel hydrogen battery business in the JV contract between Panasonic and Toyota (PEVE's parent company)]
the transaction. As it involves two Japanese companies, Zhong Lun’s reputable Japanese practice is one of the major factors in winning the mandate. The anti-trust and competition team's capacity is another key factor, as 11 lawyers from the team have worked on this merger. The challenging process of the merger filing has tested each lawyer's
中伦协助松下、三洋获得商务部经营者集中
中
伦律师事务所近日协助松下、三洋获得商务 部经营者集中审查的附条件批准。2008年 11月， 就松下公开要约收购三洋的并购交易，交 易双方松下和三洋联合聘请中伦代理其在中国的 反垄断申报事宜，由高级合伙人吴鹏律师牵头的 律师团队为本次并购交易在中国的反垄断申报提 供了全程法律服务。今年10月底，商务部就此交
易的的经营者集中反垄断申报发布公告，称经审
查认为此项经营者集中可能产生限制或排除竞 争影响，决定附条件予以批准。在反垄断申报已 经获得商务部的附条件批准后，该团队将继续 为申报双方履行商务部公告所要求的集中批准 附加条件的实施提供相应的法律服务。 中伦合伙人江宪胜全程参与了此次项目，他 表示： “从本次审查涉及产品的广泛性、相关市 场分析的复杂性、审查程序的完整性以及救济 ISSUE 6.12
NEWS | news >>
“This decision is another milestone signifying the PRC anti-trust authority's capability to comprehensively and effectively conduct review of offshore mega-mergers” John Jiang, Zhong lun
diligence and adroitness. “In this case, PRC local lawyers prepared all the merger filing materials and led the analysis and resolution of relevant legal issues during the merger filing and negotiation process with MOFCOM,” said Jiang. “Due to the lack of precedents for many of the competition concerns and remedial measures in connection with this merger, analysis and resolution of the relevant legal issues posed significant challenges for the local lawyers involved.” The successful conditional approval of this merger illustrates the development of PRC lawyers' capability in dealing with complex anti-trust issues. And, since the review for this merger was concurrently carried out in several of the world's major jurisdictions, the interactions among authorities and the counsels in different jurisdictions is also worth noting. ALB
us report Shearman & Sterling set up in Milan Shearman & Sterling is gearing up to open an office office Milan, following the relocation of two of its Rome partners to the city. The firm’s second office in Italy is a bid to expand the US firm’s Italian practice and will be led by partners Tobia Croff and Fabio Fauceglia, who bring with them a team of four associates. Cravath cuts associate bonuses Cravath Swaine & Moore recently became the first major US practice to reveal drastic cutbacks on associate bonuses for junior lawyers. Reports state that second-year associates will now receive a US$7,500 bonus (down from US$17,500 last year), while senior associates will earn US$30,000 – on par with 2008 levels. First-year associates however, who earn US$160,000 a year, will not receive any bonus. Although the firm did not announce any layoffs this year, it faced overstaffing and offered incoming associates US$80,000 in June to voluntarily delay their start dates by one year. Gross revenue has also dropped 13% to US$532.5m along with profits per partner, which was reportedly down 24% to US$2.5m. Morrison & Foerster lower California pay packets Morrison & Foerster recently revealed that firstyear associates in the Big Apple and Asia will be paid more than those based in its California
offices. The firm is one of the first in the US to publicly state the disparity, with MoFo Chairman Keith Wetmore citing ‘differences’ between the California and New York markets as one of the factors in the decision. Associates in California and New York have typically made $160,000 at the top firms, while those in other markets could expect to make less, but MoFo will now pay incoming associates $145,000 in offices outside of New York and Asia. Reed Smith dumps lockstep system Reed Smith recently made a move to overhaul its lockstep system in favour of a new three-tier pay structure for associates. The firm is the latest in a string of global law firms to discard lockstep in favour of a new focus on associate training. The new scheme will divide associates into three tiers: junior, mid-level and senior. Associates across the firm’s entire network will now be required to meet a set of competencies in order to advance, with courses set out to help those in the process. Partners at the firm will also act as career advisers to associates. The program also covers four main areas – legal skills, citizenship, business skills and clients – and nine core competencies including mastering fundamental legal skills, support of the firm’s culture, demonstration of leadership and business skills, and understanding and effectively managing client needs.
►► Panasonic-Sanyo merger: worldwide anti-trust counsels Client
China
Panasonic
Zhong Lun Nagashima Weil Weil Ohno & Gotshal & Gotshal & Tsunematsu Manges Manges
Japan
EU
USA
Sanyo
Zhong Lun Mori Arnold & Hamada & Porter Matsumoto
Simpson Thacher & Bartlett
审查的附条件批准 措施的细致性和域外适用来看，本次反垄断审 查决定标志着中国反垄断审查机构具备就域 外发生的特大型交易进行全面、有效的反垄断 审查的能力。” 中伦雄厚的日本业务实力是本 次获聘的重要因素之一。同时，其反垄断业务 团队的总体实力（本次业务共投入11名反垄断 业务团队律师）也是并购双方决定联合聘请该 所的关键因素。 www.legalbusinessonline.com
ROUNDUP • White & Case recently relocated a London structured products and capital markets partner to Johannesburg as part of the firm’s new focus on Africa. Josh Parbhu is the first partner move to Africa as the US firm moves to expand its practice in Johannesburg, to take advantage of an increasing number of project finance and capital markets opportunities in the region • James Maiwurm has been elected as the new chairman of Squire Sanders & Dempsey. He has been the top 60 US firm’s global managing partner since 2003, and takes over from Thomas Stanton who has held the post for 20 years • Baker & McKenzie London partner Beatriz Pessoa de Araujo was recently elected to the firm’s international executive committee. Araujo, who has been with the firm since 1985, has served on the London management team for the past five years. Her place in the committee will be filled by disputes partner Tom Cassels • Milwaukee-based Foley & Lardner has cut 39 lawyers in layoffs across its 21 offices, with Chairman RalfReinhard Boer citing decreased demand from clients for legal services as the reason for the redundancies • Wilmer Cutler Pickering Hale and Dorr have laid off 57 staff at four different offices. The biggest cuts were made in Washington DC and Boston, reportedly in response to ‘a changed business landscape’
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NEWS | news >>
China >>
Update >>
JunZeJun finds French ally
Regulatory SARFT Issued New Regulations on TV Shopping Business
I
n an attempt to regulate TV home shopping for the first time, on September 10, 2009, the State Administration on Radio, Film and Television (“SARFT”) issued the Circular on Reinforcement of Administration for TV Shopping Short Title Advertisements and Home Shopping Programs (the “Circular”). Before the issuance of the Circular, all TV shopping contents are deemed advertisements. However, the Circular divides TV shopping contents into two categories – TV shopping short title advertisements (“Shopping Ads”) and TV home shopping programs (“Shopping Programs”). While the Shopping Ads are regulated as advertisements pursuant to the advertising related regulations, Shopping Programs are regulated as TV programs. On Shopping Ads, the Circular provides that (i) exclusive channels, such as exclusive TV shopping channels, may not broadcast any Shopping Ads, and (ii) during the period between 6:00pm to 12:00am each day, satellite TV channels may not broadcast any Shopping Ads either. Moreover, the Circular sets forth the qualifications that an enterprise providing Shopping Ads must have, which include registered capital of no less than RMB 10 million and at least three years of tracking record. These provisions have been interpreted as limiting the growth of the existing TV shopping enterprises, such as Acorn International and Seven Star, which have been operating not through a platform of exclusive shopping channels. The Circular does not specify any detailed requirements on those enterprises which produce Shopping Programs. However, if an exclusive TV shopping channel is not permitted to broadcast any Shopping Ads, then all shopping contents broadcasted on those exclusive TV channels are deemed Shopping Programs. Since foreign investment in a TV program production enterprise is currently prohibited under Chinese law, it is questionable if foreign investment in an enterprise producing Shopping Programs would be permitted. Consequently, foreign investors would only be permitted to invest in the TV shopping business by establishing foreign-invested advertising enterprises to produce Shopping Ads. Though a basic regulatory framework on TV shopping business has been established under the Circular, it lacks detailed rules to formulate a legal framework on the operations of this industry. Both “Shopping Ads” and “Shopping Programs” need to be clearly defined under the law. In addition, guidelines for the participation by domestic private companies and foreign investors in this rising market are also urgently needed. Written by Jeanette Chan, partner Sue Yang, China law consultant Paul, Weiss, Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Office Tower A No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020, PRC Email: jchan@paulweiss.com Ph: (8610) 5828-6300 or (852) 2846-0300
20
Jeanette Chan
F
rench firm Kahn & Associés has successfully romanced JunZeJun into a strategic alliance. JunZeJun’s newlyestablished relationship with Kahn may be the trigger for a further French presence in the PRC. This is JunZeJun’s first formal strategic alliance with an international firm. “We have had strong working relationships with firms in Canada and the US before, but have never structured a formal alliance. Kahn is recommended by our foreign counsel, Bernard Flory, and we trust that it is a wise choice,” said Bi Xiuli, a cross-border M&A partner at JunZeJun’s Beijing office. The two firms have teamed up to work on Sino-French business matters. “We have witnessed an increasing amount of interest from our Chinese clients to venture into the French market,” added Bi. Considering the increasing amount of Chinese companies looking to penetrate the French market, JunZeJun says that this first alliance may be a sign of things to come. To date, very few French firms have opted to undertake alliances in China. The French presence in China has long been dominated by Gide Loyrette Nouel, which, with offices in Beijing, Shanghai and Hong Kong, is one of the largest international firms in China ►► French firms in China Adamas 阿达姆斯律师事务所 Bignon Lebray & Associes 百能律师事务所 CMS Bureau Francis Lefebvre CMS 法乐菲律师事务所 DS Law Firm 德尚律师事务所 Gide Loyrette Nouel 基德律师事务所 Lefèvre Pelletier & Associés励法律师事务所 Thieffry & Associés 铁法理律师事务所 Vovan & Associés 博旺律师事务所
Beijing, Shanghai Shanghai Shanghai Beijing, Shanghai Beijing, Shanghai Guangzhou Shanghai Beijing
international >>
Sheppard Mullin appoints new
M
anaging partner of Sheppard Mullin’s Shanghai office David Huebner is exchanging law for diplomacy in Wellington, as he takes up his new position as US ambassador to New Zealand and Samoa. Huebner assisted in the launch and growth of the firm’s Shanghai office and has a background in community service through his work with the California Law Revision commission, Los Angeles Quality & Productivity Commission and various non-profit organisations including the Gay & Lesbian Alliance Against Defamation. Shanghai-based partner Todd Bissett will have some big shoes to fill when he steps up to the managing partner role. He is a member of Sheppard Mullin’s corporate practice group (where he specialises in private equity, financing, M&A and cross-border transactions). He has significant knowledge of the China legal market, having practised as a China specialist for his entire career. Prior to joining the firm, Bissett practised in O’Melveny & Myers’ China offices. ALB ISSUE 6.12
NEWS | news >>
Update >>
Singapore 公平交易原则在金融活动中的适用
Kahn was established more than 20 years ago and is led by founding partner Andrew Kahn. Headquartered in Beijing, JunZeJun has over 240 lawyers in three domestic offices – Beijing, Shanghai and Shenzhen. ALB
君泽君与法国律所结盟 法
国律师事务所Kahn & Associes已与君泽君建立战略联盟。此次战略联 盟可能促使更多法国事务所来华寻求发展机会。 这是君泽君首次与国际事务所结成正式战略联盟。君泽君北京总部跨境并 购合伙人毕秀丽表示：“之前我们已与加拿大和美国的事务所建立了稳定的工 作关系，但从未结成正式联盟。Kahn由我们的外籍法律顾问Bernard Flory推 荐，我们相信这是一个明智的选择。” 两家事务所将合作处理中法业务事宜。毕秀丽补充说：“我们发现我们的中 国客户进入法国市场的兴趣日益浓厚。此次结盟将为客户提供本地资源，还 能吸引境外客户对中国市场的兴趣。” 两家事务所都认为，合作能帮助客户在国际交易中从本地资源中受益。考 虑到希望打入法国市场的中国公司不断增加，君泽君表示此初次结盟可能成 为一系列新联盟设立开始的标志。 至今为止，极少有法国事务所选择与中国事务所结盟。法国事务所在中国 的业务一直由基德律师事务所主导，该事务所在北京、上海和香港均设有代 表处，是在中国规模较大的国际事务所之一。 Kahn已成立20余年，由创建合伙人Andrew Kahn领导。君泽君总部设于 北京，在北京、上海和深圳拥有超过240名律师。
Shanghai managing partner
盛智任命新上海管理合伙人
盛
智律师事务所宣布上海代表处的管理合伙人David Huebner即将离任， 该职位将由上海合伙人Todd Bissett接任。 David Huebner于2007年协助该所创办了其在海外的第一家分支机构 -上 海代表处，并从洛杉矶办公室被派往上海带领中国业务团队以及市场发 展。近日，他被总统奥巴马任命为美国驻新西兰大使, 将于近期赴新西兰上 任。Huebner不仅是一位擅长处理国际法和纠纷解决事务的律师，也是公 开的同性恋者。他也是奥巴马担任总统后任命的第一位公开为同性恋者的 驻外大使他也是奥巴马担任总统后任命的第一位公开为同性恋者的驻外大 使。他现在是美国同性恋者反诋毁联盟的法律总顾问，同时担任加州法律 修正委员会的主席。 而即将接任的上海新管理合伙人Todd Bissett，是擅长于处理私人股本， 融资，并购和跨国交易的律师。他的职业生涯始终专著中国法律业务，对 中国市场的了解颇深。 在加盟盛智之前，他曾在美迈斯的中国代表处担任 过律师
www.legalbusinessonline.com
新
加坡金融监管局（以下简称“金管局”）于2009年4月3 日颁布了“公平交易——董事会及高层管理人员为客户 提供公平交易成果之责任”的相关指导原则，要求金融 机构的董事会及高层管理人员在该指导原则下确保客 户利益，促成金融机构与客户间的公平交易。该指导原则具体列出 了以下五种公平交易结果：
1) 客户相信，与之交易的金融机构以公平交易作为其企业核心文化； 2) 金融机构提供的产品和服务适合他们的目标客户群； 3) 金融机构拥有合格的客户代表，能够为客户提供优质的咨询服务 并给予适宜的建议； 4) 金融机构能够向客户提供明确、相关和及时的信息，以便客户做 出相应的财务决策； 5) 金融机构能够独立、有效和迅速地处理客户投诉。 上述五点内容为金管局和新加坡金融业就评价一家金融机构是 否成功促成了良好的市场交易行为提供了明确的基准，即通过关 注各金融机构是否遵循了公平交易原则来评估其能否继续从事规 管活动。 该公平交易指导原则连同《新加坡财务顾问法令》（Financial Advisers Act）进一步规范了金融机构就投资产品选择、市场推 广、分配以及提供咨询方面的问题，同时也涵盖了售后服务和投诉 处理等内容，强调金融机构董事会和高层管理人员在向客户提供金 融咨询服务时，须提供公平的交易结果，因为客户在与之交易时， 往往关注他们的亲身体验，比如金融机构是否提供了投资产品和服 务的真正价值。 此外，为了进一步保障投资者利益，并提升金融业标准，今年3月 金管局还发布了《非上市投资产品的销售及市场推广监管架构检讨 咨询文件》的监管建议并邀请公众就非上市投资产品的促销和销售 提出意见。金管局表示，许多监管建议都需要法定修正，他们会适 时将公众就《非上市投资产品的销售及市场推 广监管架构检讨咨询文件》以及针对新加坡和 其他司法管辖区金融业发展的意见和建议纳入 到公平交易指导原则中，并通过发布消费指南及 开展其它支持性活动，帮助金融机构客户了解该 指导原则和金融机构应提供的服务。 锺振裕 企業融资部經理 Ph: (65) 6322-2232 Fax: (65) 6534-0833 E-mail: geraldcheong@loopartners.com.sg
锺振裕
賈文怡 企業融资部法律顧問 Ph: (65) 6322-2230 Fax: (65) 6534-0833 E-mail: joycejia@loopartners.com.sg 俊昭法律事務所 88 Amoy Street, Level Three, Singapore 069907
賈文怡
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NEWS | news >>
Arbitration >>
Expansion
CIETAC sees rise in
Zhonglun W&D opened an office in Riyadh, Saudi Arabia
O
n 29 October, 2009, Zhonglun W&D celebrated the opening ceremony for the Riyadh Office. The increasing need of Mideast clients and the booming business of Chinese clients in the Mideast prompted Zhonglun W&D to open an office in Riyadh, Saudi Arabia. Being the first office for Zhonglun W&D in Mideast and also the first Chinese law office in the Mideast, the Riyadh office shall provide legal services on energy, finance, transportation, construction and international trading covering the whole area including Dubai, Abu Dhabi, Egypt, and Iran. The partners of Zhonglun W&D’s headquarter, Chen Wen, Zhang Derong, Wang Hao, Wang Xianghong as well as the partner of Tianjin Office, Yang Chunming, and partner of Shijiazhuang Office, Li Xihua, formed a group flying to Riyadh to congratulate the new office. Besides the Zhonglun W&D’s partner group, officials from the Saudi Arabian General Investment Authority(SAGIA), Saudi Arabian Ministry of Commerce & Industry(SAMCI) and the Chamber of Commerce and judges joined in the opening ceremony of the Riyadh office. China Civil Engineering Construction Co, China Railway Group Limited, China Everbright International Construction Co and Saudi Arabian Chinese Town Co were also invited to the ceremony. Afterwards, Zhonglun W&D’s partner group visited SAGIA, SAMCI and were well-informed on the updated Saudi Arabian Reform and Open Policy, development planning propelled by government, preferential treatments on foreign investments and commercial chances in energy, construction, physical infrastructure etc. Riyadh office shall act as a bridge between law, literature and economy between China and the Mideast area, which will benefit worldwide clients.
“W
hen will mankind be convinced and agree to settle their difficulties by arbitration?” asked Benjamin Franklin back in the eighteenth century. In the case of China investors, the answer seems to be ‘right now’. The China International Economic and Trade Arbitration Commission (CIETAC) has seen a significant rise in arbitration work – due both to the Chinese economy becoming more international and the GFC. According to CIETAC statistics, the number of cases involving foreign parties has grown steadily. Disputes have arisen over a wider range of matters in many different sectors, such as issues regarding derivative products, funds management, operating rights to online games, venture capital investments and prohibition of competition. The parties concerned have also increasingly taken advantages of CIETAC's flexible procedures, appointing more foreign arbitrators and arbitrators who are not listed on CIETAC's panels. Meanwhile, English has more often been used during arbitration proceedings.
CIETAC关注仲裁案件增长 十 Contact details: Address: 19/F Golden Tower, No.1, Xibahe South Road, Chaoyang District, Beijing, 100028, P.R.C Tel: 86-10-6440 2232 Fax: 86-10-6440 2915/6440 2925 Website: www.zhonglunwende.com
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八世纪，本杰明•富兰克林曾问：“人类何时才会信服并同意通过仲裁解 决困难？”对于在中国的投资者和公司而言，答案或许是“现在”。 中国国际经济贸易仲裁委员会（贸仲或CIETAC）宣布，近来，受到中国 经济日益国际化以及全球金融危机的双重影响，其办案数量及受理案件的 争议金额均大幅度增长。 统计数据显示，截止2009年10月，贸仲今年受理案件数为1228件，同比增 加31%，其中涉外案件数472（占总量的40%），同比增加7.8%；国内案件 756件，同比增加52%；案涉争议标的额超过人民币153亿元。 贸仲发现，其受理的涉外案件数量显著增长，涉外案件中当事人均为境外 （包括中国香港、台湾地区）企业、自然人的案件增多、国内案件中当事人 也有外资背景；争议类型也进一步多样化，工业原材料买卖争议居多，房地 产争议和股权转让争议增多且涉案金额均较大，三资企业的案件仍然占有一 ISSUE 6.12
NEWS | news >>
arbitration cases “China's fast-growing economy, combined with its increasing integration with the global economy, means there is a higher level of cross-border transactions and business activity” Yu Jianlong, CIETAC “China's fast-growing economy, combined with its increasing integration with the global economy, means there is a higher level of cross-border transactions and business activity in emerging industries and financial markets. The rapid growth of economic activity is accompanied by a rising number of disputes. Arbitration and other dispute resolution services, therefore, are now in strong demand,” said Yu Jianlong, the secretary-general of CIETAC. Yu said an advanced legal and judicial framework governing arbitration and the Chinese parties' growing recognition of the value of ADR are also causing the big uplift seen recently in arbitration-related work. ALB ►► CIETAC – The Facts
• Founded in April 1956, CIETAC was the first arbitration centre to be established in China and has become one of the major institutional arbitration centres in the world. • Headquartered in Beijing, it has sub-commissions in Shanghai, Shenzhen and Chongqing, as well as the Financial Dispute Resolution Centre in Tianjin. It has also established 24 liaison offices in different regions and specific business sectors to provide parties with convenient arbitration advice • Currently, there are 970 arbitrators in the panel, 276 of whom are from other countries and regions, including Hong Kong, Macau and Taiwan • In 2008, CIETAC established a new record by accepting 1,230 cases, including 548 foreign-related cases and 682 domestic ones. A total of 1,097 cases were resolved with a total claim amount of RMB20.9bn (US$3bn) • Following amendments to the CIETAC Arbitration Rules in 2005, recent CIETAC cases have also adopted more flexible procedures. In an increasing number of cases, parties have determined their own procedures for the hearing, appointed an arbitrator from outside CIETAC’s panel of arbitrators, and determined the location of oral hearings and the language of hearings
定比例；新类型的争议，如金融衍生品合同争议、基金合同争议、网络游戏 经营权争议、风险投资、竞业禁止等争议类型的案件出现；当事人约定仲裁 程序事项及仲裁庭组成方式的情况增多；当事人指定外籍仲裁员办理案件的 情况显著增加；已有当事人在仲裁协议中约定指定《仲裁员名册》之外的 人士担任仲裁员的案件出现；约定境外国家或地区为仲裁地的案件增加； 以英文或中英文双语为仲裁程序语言的案件明显增加；国内案件以英文为 程序语言的案件增加。 贸仲秘书长于健龙称：“国际国内的经济活动十分活跃，跨国交易及并购， 新兴行业，金融产品等经济活动很迅猛。经济活动迅速发展的同时，也伴随 着纠纷和争议的产生。这为仲裁及其他争议解决业务的发展提供了空间。” 于健龙秘书长还表示：“近年来，中国的仲裁环境得到很大改善。最高人民 法院和其他司法机构对仲裁调解给予了很大支持，有利于仲裁业务的进一步 发展。同时，市场主体对仲裁认知度越来越高。通过多年的宣传，市场主体 越来越愿意采用仲裁来解决纠纷。” www.legalbusinessonline.com
Update >>
International Tax Release of Michael Foot review for the UK Treasury on British Dependencies and Overseas Territories
T
his Report highlights the significant positive contribution these international financial centres make to the liquidity of the UK market, providing net financing to UK banks of $332.5 billion in Q2 2009. It also acknowledges that most jurisdictions in the developed world seek to make their tax regimes internationally competitive. It recommends improved standards in financial regulation and tax information-sharing alongside moves by the Crown Dependencies to broaden their tax bases by collecting income or sales taxes. It is welcome to see the solid research base that the Report’s recommendations are based upon. Deloittes are understood to have provided a lot of this research. Too often in this area debate has been based upon political preconceptions rather than factual analysis. The Foot Review finally recognises the key role these jurisdictions serve in securing liquidity for the City of London, and other international financial centres. The G20 needs to take account of the potential this positive role has in helping the global economy recover. The report gives them a platform to secure their future with some certainty. The Report does call for a move to automatic exchange of information. Although many practitioners in this sector have real concerns that automatically exchanging tax information in an effort to flush out a minority engaged in evasion may compromise the confidentiality of those who are totally tax compliant, particularly if information is passed to unstable governments or potentially corrupt institutions in some countries. In any case Suspicious Transactions Reports filed under Anti-Money Laundering provisions in many jurisdictions are, we understand, circulated to the corresponding authorities (usually the police) in the countries where the parties are engaged, as often there is a criminal offence involved in addition to a tax contravention. By Debbie Annells, managing director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong www.azuretax.com, a member of AzureTax Group (Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370, (Fax) +852 2122 9209 Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation.
Debbie Annells
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NEWS | news >>
Global >>
Reed Smith drops lockstep system of promotion
I
n the wake of similar moves by other international law firms, Reed Smith has announced its abandonment of the traditional lockstep promotion system – in favour of a new competency-based program which will classify its associates not by year but by competency level. The new program, which has been branded “CareeRS”, is being rolled out across the firm’s offices in the US, Europe and the Middle East, but its Asia offices – Hong Kong and Beijing – will have to wait for the next phase. “We don’t really have a date targeted yet [for Asia]. I think we need to do some work here adapting [CareeRS] to this market,” said Michael Pollack, partner and global head of strategy at Reed Smith. “The program was developed based on a series of competencies – in different areas at different levels. That’s really been done
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in conjunction with partners in the US and the UK. So we need to run through that same process here… we need to be sensitive to differences in the market.” CareeRS sets out a roadmap of those skills required at each level – junior, mid-level or senior. It will address four core areas: legal skills, citizenship, business skills and clients – as well as focusing on nine core competencies. Associates will be assessed on their mastery of key legal skills, support of the firm’s culture, demonstration of leadership and business skills, and how they understand and manage client needs. “You can’t do this program without doing the training. On the business side, the [training] plan is to do a mini-MBA program,” said Pollack. The firm is selling this program, both internally and externally, as a means to reward performing associates whilst simultaneously providing a support and training system for those who require assistance in their development. In theory, junior associates would be able to move through to senior level without being limited by their PQE – provided they can prove their competency.
►► Firms abandoning lockstep
• • • • •
Orrick, Herrington & Sutcliffe Shearman & Sterling Howrey Bingham McCutchen Townsend and Townsend and Crew
“In reality for us, higher pay would mean more competent associates which, at the end of the day, is what we are trying to develop. We’re not trying to drive a result on the compensation side, we’re really trying to drive a result on the competency side and if we’re able to do that we will pay people what they’re worth and for us that would make it a successful program,” said Pollack. He also confirmed that CareeRS was not developed as a result of the GFC. Of course, this also enables Reed Smith to ditch automatic pay increases for underperforming associates. However, this change may not be as controversial as it first appears. “This trend already exists,” said Jacqueline Keddie, managing consultant at recruitment firm Law Alliance. “Maybe [Reed Smith] is taking it to a greater level but if you think about it, firms don’t say at this level of PQE you get ‘x’ dollars, they say at this level of PQE you get ‘between x and y’.” As for holding back automatic pay increases, Keddie notes that law firms don’t generally reward underperformers anyway. “Anyone who is operating under their level is going to be shown the door,” she said. ALB
礼德摒弃年资晋升制度
礼
德（Reed Smith）紧跟其它国际律师事务 所的步伐，宣布采用新晋升制度和标准， 不再按年资，而是依据能力级别提拔律师。新方 案名为CareeRS，在美国、欧洲和中东的事务所 办事处率先推行，但位于香港和北京的亚洲办事 处须等待下一阶段。 礼德合伙人及全球战略负责人Michael Pollack 称：“我们尚未真正确定[在亚洲实施的]日期。我 想我们需要针对该市场[对CareeRS]做些调整。” CareeRS列出了一幅各级别所需技能的路线图， 分为初级、中级或高级。江从四个核心方面考量人 才能力——法律技巧、个人品德表现、业务技能和 客户，并关注九项重要评估标准。Pollack表示：“没 有经过培训，不能实施这一方案。从业务角度而 言，[培训]计划相当于完成小型MBA课程。” 事务所如今将此方案作为奖励表现突出律师。 理论上讲，如果初级律师能够证明自己的能力， 则可不受PQE限制，晋升至高级。
Pollack说：“现实中，对我们而言，职业年资 越高的律师能力越高，这些人也最终是我们设法 发展的对象。我们并不希望以年资决定结果， 而确实希望以能力决定结果，如果我们能够做 到这一点，我们会提供与其能力相匹配的薪酬， 同时我们也能成功实施这一方案。”他还肯定 说，CareeRS并非G全球金融危机的结果。 可以肯定的是，新制度还能让礼德摆脱自动 为表现不佳的律师加薪的情况。但这一变化并 不像最初所表现的那样存在争议。招聘公司Law Alliance管理顾问Jacqueline Keddie表示：“这一 趋势已经存在。也许[礼德]是将其提升至更高层 次，但你试想下，事务所不会说你属于这一PQE 级别，薪资是x美元，而是说这一PQE级别能获 得x至y美元。”至于控制自动加薪，Keddie留意 到在任何情况下，律师事务所一般都不会奖励表 现不佳者。她说：“工作表现达不到应有级别的 人会被淘汰。” ISSUE 6.12
NEWS | news >>
INDUSTRY >>
Nanjing first of six new offices for Longan 隆安扩展全国分支机构 H 截 aving achieved 60% growth in annual turnover at the end of September, Beijing-headquartered Longan is pressing ahead with the plans to expand it formed two years ago. The firm has recently established its Nanjing branch and increased its Shenzhen office significantly, through two acquisitions. The new Nanjing office, headed by partner Su Dejun, is primarily focusing on IP matters. Su will soon be joined by three partners and two lawyers transferring from other offices. In Shenzhen, under the leadership of office managing partner Jia Hongwei, Nanjing has successfully acquired the Shenzhen team of Beijing Kehua and merged with Shenzhen local firm Pengsheng. Currently, Longan's Shenzhen office has more than 50 lawyers (including 16 partners), and is a noticeable player among Shenzhen's mid-sized firms. New offices will also be set up in Hangzhou, Ningbo, Tianjin, Chengdu and Hong
Kong. Longan's founder and managing partner Xu Jiali sees acquisition of smaller regional firms as a quick and cost-effective way to expansion. He also sees the need for smaller regional firms moving up the value chain to access more high-end national and international clients by joining forces with bigger national firms. Xu JiaLi “We've received many Longan proposals from regional firms to join our firm. They have recognised that they can fast-track the development process by leveraging large national firms' established brands, knowhow, resources and client bases,” Xu said. Downsides to this kind of expansion exist. Xu points out that it requires a large amount of time to fully integrate with merged firms, and the need to control quality can increase the overall cost of expansion. ALB
至2009年9月底，总部设于北京的隆安实 现年营业额增长60%。同时，该所正着力 推进两年前制定的分所扩展计划。近日，事务所 已设立了南京分所，并通过吸收合并本地律师团 队和律所，大力扩展了其深圳分所的规模。新设 立的南京分所旨在巩固其在长三角地区的业务和 服务能力，主要侧重IP事宜。不久将有三名合伙 人及两名律师从其它办公室调往南京。 同时，该所深圳分所在管理合伙人贾红卫的领 导下，通过吸收北京市科华律师事务所深圳分 所律师团队加盟，以及与广东鹏盛律师事务所合 并，成功在规模化发展上向前迈进了一大步。目 前隆安深圳拥有超过50名律师，包括16名合伙 人，是深圳中型事务所的中流砥柱。隆安的创始 人及总部管理合伙人徐家力表示，两年前律所已 制定发展方针，计划在未来5年内开设更多分支机 构，包括杭州，宁波，天津，成都和香港分所。 收购小型地区事务所被认为是国内事务所实现 快速、低成本高效率扩展的一种途径。徐家力表 示：“受客户需求和本事务所业务发展需要驱动， 我们已决定通过吸收合并的方式开发新市场，扩 展国内覆盖率，同时寻找新的收入来源。”
Profile
Blancpain wins the Sports Watch Prize in the 2009 Tiempo de Relojes awards
Blancpain
M
exico City, October 2009 – The Tiempo de Relojes specialised watch magazine held its festive prizegiving ceremony during the closing gala dinner of the third Salón Internacional de Alta Relojería, Latin America’s premier luxury watch show. Attended by eminent representatives of the watch industry, the press and numerous VIPs, this glittering event saw the presentation of prizes in eight different categories to watches selected from a total of 24 nominated models. The jury of internationally renowned experts chose Blancpain’s 500 Fathoms GMT as the Sports Watch of the Year. Powered by the innovative proprietary movement, Blancpain Calibre 5215, and heir to Blancpain’s well-established tradition in the field of exceptional diver’s watches, the prize-winning model features a dynamic design entirely in tune with its hightech mechanism and top-class performances. It is enriched with stellar technical and aesthetic features such as a unique system of micrometrical balance-regulating screws, three series-coupled barrels, strategically placed inertia-blocks; as well as exquisitely distinctive hand-crafted movement finishes including a delicately engraved oscillating weight shaped like a boat propeller.
www.legalbusinessonline.com
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NEWS | news >>
IP >>
Orrick’s China IP team wins landmark patent victory for On Track Innovations
O
n Track Innovations (OTI), a leader in contact-less microprocessor-based smart card solutions, has reached a landmark patent settlement agreement with Smartrac, a leading manufacturer and supplier of RFID transponders. This secures OTI’s delivery of products and projects as well as confirming Smartrac as its exclusive supplier for wire-embedded and dual interface inlays. The case began in August 2007 when OTI filed a patent invalidation before the China Patent Reexamination Board against Smartrac’s Chinese invention patent. Smartrac then filed a customs action and patent infringement suit against OTI’s subsidiary Millennium Card Technology (MCT) in Shenzhen. It was critical for OTI to win this case as MCT is the primary Chinese manufacturing base for OTI smart cards. The dispute was challenging for Orrick because OTI had no intellectual
property in this particular battle to take a counter-action, and had to depend on the success of patent invalidity and noninfringement. “The patent at issue was a Chinese invention patent substantively examined by the China Patent Office, therefore, invalidating such a patent was not an easy task,” said Xiang Wang, partner and head of Orrick’s China IP practice. “Orrick lawyers made a great effort that led to the invalidation of most of the claims, including the claim used by Smartrac to sue OTI in Shenzhen court.” The success of this claim led to OTI’s ultimate victory over Smartrac. “We
believe that the victories in the various Chinese legal actions provided OTI with significant leverage and were, in fact, pivotal to its multi-jurisdiction disputes with Smartrac in Xiang Wang China, the US, Germany, Orrick Holland and other jurisdictions, which ultimately led to the settlement,” said Wang. The settlement allows OTI to access Smartrac’s patented technology and secure production network as well as enjoy its high-volume production capacity in Europe. ALB
►► Synopsis: IP dispute settlement between On Track Innovations and Smartrac NV Firm Orrick, Herrington & Sutcliffe Beijing UniTalen Guangdong Guoxin Proskauer Rose King & Wood
Client OTI OTI OTI Smartrac NV Smartrac NV
Role international counsel PRC counsel PRC counsel international counsel PRC counsel
Firm Profile
Lifang & Partners
2
最高人民法院审理驰名 商标案件新规解读
009年5月1日，最高人民法院《关于 审理涉及驰名商标保护的民事纠纷案 件应用法律若干问题的解释》正式施 行。该司法解释对驰名商标的定义、 适用范围、举证责任等五个方面的内容予以了 规定，对商标法律实务具有重要意义。 关于“驰名商标”的定义，司法解释规定：驰 名商标，是指在中国境内为相关公众广为知晓 的商标。而之前国家工商总局发布的《驰名商 标认定和保护规定》将驰名商标定义为：在中 国为相关公众广为知晓并享有较高声誉的商 标。两相比较，此次司法解释并未将“市场声 誉”纳入驰名商标的定义之内。对此，最高人 民法院知识产权审判庭负责人的解释是,司法 解释虽未将“市场声誉”明确地纳入驰名商标的 定义之内,但将其作为认定商标驰名的事实之
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一,在司法解释第五条第一款第（五）项中作 出了规定,更符合驰名商标的立法本意。 关于“驰名商标”的适用范围，司法解释从正 反两个方面对法院在哪些情况下可以对涉案商 标是否构成驰名进行审查作出了规定。即，法 院在以下三种情况下可根据当事人的主张视 案情的需要对涉案商标是否驰名进行审查： （1）以违反《商标法》第十三条为由提起的 诉讼。（2）以企业名称与其驰名商标相同或 者近似为由，提起的侵犯商标权或者不正当 竞争诉讼。（3）原告以被诉商标的使用侵犯 其注册商标专用权为由提起民事诉讼，被告 以原告的注册商标复制、摹仿或者翻译其在 先未注册驰名商标为由提出抗辩或者提起反 诉的，应当对其在先未注册商标驰名的事实 负举证责任。
关于举证责任，司法解释规定：对于在中 国境内为社会公众广为知晓的商标,原告已提 供其商标驰名的基本证据,或者被告不持异议 的,人民法院对该商标驰名的事实予以认定。 对此，最高人民法院知 识产权审判庭负责人解 释说,对于众所周知的商 标,不应再要求进行繁琐 的举证,应当有限度地引 入司法认知,减轻权利人 的举证责任。 蔡晖 立方律师事务所高级合伙人 Tel: 8610-64096099-609 Fax: 8610-64096260 E-mail: caihui@lifanglaw.com Website: www.lifanglaw.com
ISSUE 6.12
NEWS | news >>
m&a >>
奥睿为On Track Innovations赢得 标志性专利胜利
奥
睿律师事务所成功地为On Track Innovations (OTI)提供帮助,与Smartrac N.V.达成了标志 性的专利和解协议。OTI是全球领先的无接触型微 处理器智能卡生产厂家，而Smartrac N.V.则是领 先的RFID应答器制造和供应商。这次和解是在经 过多个司法管辖地两年多的诉讼后，于2009年11 月初达成。通过和解，OTI的产品和项目交付得到 了充分保证，也确认了Smartrac作为OTI内嵌线双 接口镶嵌层的独家供应商。 奥睿中国知识产权团队由北京合伙人王翔领导， 并包括纽约知识产权合伙人Robert Isackson、香港 诉讼事务合伙人Robert Pé和高级法律顾问Andrew Dale。团队就OTI在中国、美国和香港的相关争议 提供了服务。OTI案始于2007年8月。当时，奥睿 帮助OTI向中国专利复审委员会提出了要求宣告 Smartrac在中国的发明专利无效的请求。2008年6 月，Smartrac在深圳申请了海关措施并向深圳市中 级人民法院提出针对OTI 的子公司Millennium Card Technology Ltd. (MCT)的专利侵权诉讼。由于MCT 是OTI智能卡在中国的主要生产基地，该案能否胜 诉对OTI的全球业务经营至关重要。
Global and Han Kun assist telco merger
L
aw firms Han Kun and Global, both of whom have been recently involved with a spate of IPOs and acquisitions, are now facilitating a US$732.7m merger in the Chinese telecommunications industry. The telco deal is between AsiaInfo Holdings and Linkage Technologies, with the terms of the transaction stipulating that Linkage shareholders will receive US$60m in cash and about 26.8 million AsiaInfo shares. On completion, this will make them owners of about 36% of the merged company, AsiaInfo-Linkage Inc. Since advising Linkage on its intended listing on the NASDAQ in 2006, Global has established a very strong relationship with Linkage’s chairman and CEO, Sun Libin. “AsiaInfo and Linkage are the largest players in the telecommunications development and solutions sector,” said managing partner Jinrong.
“The merger seems only natural in order for the parties to dominate the buyer’s market.” On the one hand, the firm is handling the merger and on the other, it is working on Linkage’s listing. “These two entirely different directions have proved to be rather challenging,” Liu said. “On top of that, the merger is between a listed and a non-listed company. We are also talking about companies which have a great mass of shareholders and these issues also bring forth some structural complications to the transaction.” Liu expects more work from the telecoms sector in the near future. “2010 will see much more development – and shifts – in the telecommunications sector, as it is both a consumer and business market. Judging by the number of mobile users in China alone, the market is huge – and that brings many opportunities for the legal industry.” ALB
Chinese enterprises’ overseas investment and regulatory regime
C
hina’s overseas investment has developed rapidly in recent years, reaching US$55.91 billion in 2008, representing a growth of 111% compared to 2007. It has been reported that non-financial overseas investments amounted to US$32.87 billion during the first three quarters of 2009.
Overall environment
This impressive development is driven by various factors including opportunities brought on by the overall global economic environment, need for domestic industries to restructure, China’s sufficient foreign exchange reserves, sound financial system and sufficient liquidity, as well as the government’s solid support for the “going global” strategy and its associated favourable policies.
Basic framework
Overseas investments by Chinese enterprises are governed by a series of regulations drawn down by central-level authorities with different inter-related responsibilities. In brief, a domestic enterprise usually needs to go through the following procedures to undertake an overseas investment: • apply to the State-owned Assets Supervision and Administration Commission of the State Council (SASAC) for approval www.legalbusinessonline.com
or filing of overseas investments with Stateowned assets • apply to the National Development and Reform Commission (NDRC) for approval of overseas investment project • apply to the Ministry of Commerce (MOFCOM) for approval of a commercial form of overseas investment • apply to the State Administration of Foreign Exchange (SAFE) for foreign exchange registration for overseas investment • apply to SASAC for property right registration of overseas State-owned assets
Recent developments
Guided by the central government’s strategy, the authorities have been working to simplify administrative formalities, improve support policies and also guide enterprises to carefully review risk factors and make mature investment decisions. MOFCOM: After releasing the revised “Administrative Measures on Overseas Investments”, MOFCOM has released “Guide on Overseas Investment Cooperation in Different Countries (Regions)”. It is now working to strengthen communication with overseas governments and refine the “Information System for Overseas Investment and Cooperation”.
Firm Profile
Guantao Law Firm
NDRC: Has issued a new circular to spell out requirements on approval of overseas M&A and biding projects. New efforts are being made to amend the “Interim Measures for the Administration of Examination and Approval of Overseas Investment”. This is expected to further decentralise the authority to examine and approve overseas investment projects, and to raise the threshold for central level approval to over US$100m SAFE: Has introduced regulations to relax conditions for domestic entities’ provision of loans to overseas enterprises, and also the “Measures on Administration of Foreign Exchange in Domestic Entities’ Overseas Direct Investments”. This incorporates significant changes including expansion of sources of foreign currencies for overseas investment, post-approval registration procedure, and relaxation of formalities for the remittance of funds outside China (to be directly handled with banks). Pengpeng (Grace) Yan, partner Guantao Law Firm Suite 1002, 10/F, 3 Garden Road,ICBC Tower, Central, Hong Kong Tel: (852) 2878 1130 Fax: (852) 2878 1360 E-mail: yan@guantao.com
Grace Yan
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Practice
Location
Alan Yip
Mayer Brown
Partner
Real estate
Hong Kong
Name
Firm
Title
Practice
Location
Philip Sneff Ji Hailong
SJ Berwin SJ Berwin
Partner Partner
M&A, PE, real estate M&A, PE, real estate
Shanghai Shanghai
►► Relocation
Various
Global
New partners and clients boosting Global Global reported 25% revenue growth for the financial year to 31 December 2008. Managing partner Liu Jinrong attributes the growth to a number of strategic lateral moves and a strong flow of mandates from its mid-cap clients. In the past 12 months, Global has added 11 partners to its Beijing and Shanghai offices, including experienced capital markets lawyer Gu Weiwei and international arbitration lawyer Kou Liyun“The joining of the new partners has helped bolster our credentials in certain practice areas,” said Liu. Other new partners include Zang Hongliang (aviation), Lu Yingchun (banking & finance), Zhou Lei and Ying Jin (venture capital/ renewable energy).
新合伙人加盟推动环球业绩增长
环球律师事务所2008年12月31日截止的财年报告显 示，其业务总收入增长了25%。管理合伙人刘劲容， 将该所的发展归功于一系列的战略性人才引进。过 去12个月内，环球在北京和上海的办公室共吸引了11 名合伙人, 包括从金杜加入的国内资本市场专业律师 顾巍巍。 刘劲容称：“新合伙人的加盟令我们在若干专业领域 的实力更为雄厚。” 其他新加入的合伙人包括来自史密 夫的寇立耘（国际仲裁），来自竞天公诚的臧洪亮（航 空领域）和鲁迎春（银行业与金融领域），以及来自锦 天城的周磊和应瑾（风险投资和可再生能源领域）。 Samsung China
GoldenGate
Samsung in-house opens GoldenGate Head counsel for Samsung China, Tian Yongfu, has
28
joined the partnership at GoldenGate. Tian will focus on commercial negotiations, litigation and arbitration, and corporate compliance issues. Making the switch from in-house to private practice was attractive to Tian. “There is no determining which is better – in-house or private practice – as it depends entirely on one’s career objectives and preferences,” he said. “Personally, I feel that this opportunity would serve as a higher pedestal to my career path.” However, the change comes with its own set of challenges. “Switching from in-house to private practice turns tables,” Tian noted. “For instance, when I was an in-house counsel I never had to consider client requests, but now I am no longer the client ,” he added.
三星中国法律总顾问加盟金阙
曾在三星中国担任总法律顾问的田永富律师近日加入 金阙，成为合伙人。田律师将集中从事商务谈判、诉讼 和仲裁，以及企业合规事务。 从公司法务人员到职业律师的转变，对田永富而 言充满吸引力。他表示：“对我个人而言，加盟金阙成 为合伙人将使我的法律职业发展升至一个更高的层 面。” 但是，随之而来的也有挑战。田律师提到：“从法 务部门转到律师事务所是一种颠覆性的变化。比如 说，我是一名公司法务人员时，不需要考虑客户的要 求，但现在我已不再是客户。” Mallesons
Allen & Overy
Mallesons loses partner, gains arbitrator Mallesons Stephen Jaques’ Hong Kong office is set to lose litigation partner Simon Clarke to Allen & Overy, but the firm will engage leading arbitration figure Neil Kaplan as an advisor.
Clarke is currently in discussions with Mallesons over the “terms and timing of his intended departure,” said Allen & Overy, but under the partnership agreement Clarke will be with Mallesons until June 2010. He has Simon Clarke been a partner since 2004, when Mallesons merged with Kwok & Yih. Kaplan is a member of the International Committee for Commercial Arbitration and was a former chairman of the Hong Kong International Arbitration Centre. He will work with the Hong Kong team, bringing his network of contacts which he has developed over 14 years in the arbitration field.
万盛诉讼合伙人转投安理国际，但赢得仲裁 员加盟
万盛国际律师事务所香港代表处的诉讼业务合伙人 文家立 (Simon Clarke) 离职已成定局，他将转投安理 国际律师事务所。但万盛国际已先一步聘请著名冲裁 员Neil Kaplan担任其顾问。 安理称文家立目前正与万盛国际就“他预定离职的 条款和时间”进行讨论。文家立从2004年万盛国际与 郭叶律师行合并起，成为合伙人。 同时，万盛国际已聘请一名地区性仲裁员Neil Kaplan加盟。他是国际商事仲裁委员会的成员，且曾 担任香港国际仲裁中心的主席。Kaplan将在万盛国际 香港团队中担任国际仲裁顾问一职，并将他在14年间 于仲裁领域形成的联系人网络引入其中。 Simmons & Simmons
Weil Gotshal
Simmons & Simmons loses two to Weil Gotshal Weil Gotshal & Manges is boosting its Asia corporate practice by hiring Henry Ong as partner and Jasson Han as partner-level senior consultant, from the Hong Kong office of Simmons & Simmons. Ong will unlock new Henry Ong opportunities for Weil Gotshal in Hong Kong, as he is the sole principal of Henry Ong & Co, which will form an association with the firm upon approval from the Law Society. He will be based in Weill’s Hong Kong office and has expertise on transactions involving public companies, including matters relating to listing, takeovers and securities rules and regulations. Han is a PRC-qualified lawyer with experience advising state-owned enterprises as well as clients like Datang Power, China Mobile, China Telecom and Swire Based in the Beijing office, Han’s capital markets experience includes advising on the IPOs of PRC companies like Sinopec, AviChina and Centron Telecom.
西盟斯两名律师转投威嘉
威嘉律师事务所正在积极开拓其亚洲公司业务，并已 聘请来自西盟斯香港办事处的王升立和韩冀律师，分 别担任其合伙人和具合伙人资格的资深法律顾问。 王升立并不仅仅是威嘉的新合伙人：也是为威嘉在 ISSUE 6.12
香港开拓新商机的关键人物，他是Henry Ong & Co的 独资合伙人，经香港律师协会批准后，该所将成为威 嘉的联营律所。王升立还将他在涉及香港上市公司的 交易方面拥有的经验带到威嘉，包括有关上市、收购 以及证券规则与条例的事宜等。 韩冀是中国执业律师，他还将在威嘉的北京代表处 工作。他曾为中国境内许多国有企业提供法律意见， 客户包括大唐发电、中国移动、中国电信和太古饮料 等。韩律师拥有资本市场方面的经验，包括为中石化、 中航科工和星辰通信等中国公司提供首次公开发售 方面的意见。 Lehman, Lee & Xu
Hwuason
Hwuason obtains Australian-qualified tax expert Hwuason recently announced the appointment of Matthew McKee, an Australian qualified lawyer with expertise in Australian and international corporate taxation, to its tax services team in Beijing. McKee’s practice primarily involves advising foreign and domestic clients on a wide variety of corporate tax issues, with a focus on Australian and China international taxation. Prior to joining Hwuason, he worked as a foreign legal counsel at Lehman, Lee & Xu’s Beijing office, and as a solicitor at Australia’s Argyle Lawyers.
澳大利亚执业税务律师加盟华税
华税近期宣布聘任澳大利亚执业律师Matthew
McKee，加盟北京的税务服务团队，他是澳大利亚和 国际企业税务方面的专家。 McKee精通澳大利亚和中国国际税务，业务领域主 要涉及为国内外客户提供各种各样的企业税务事宜咨 询。 加盟华税前，McKee先生就职于雷曼律师事务 所北京办事处，担任外国法律顾问，他还曾在澳大利 亚的Argyle Lawyers事务所任职律师。 Frankfurt
律师纪海龙和Philip Senff领导，他们都是从法兰克福 被调往上海。新分所将专注于基金设立、并购、私募 股权和房地产领域。由Daniel Liew管理的香港分所设 立于2009年4月，SJ Berwin还于2009年9月在迪拜开 设了办事处。去年律所每名股权合伙人的利润下跌近 50%后，SJ Berwin开始寻求扩张机遇。
Mayer Brown
Shanghai
SJ Berwin relocates two to Shanghai London firm SJ Berwin has launched itself into the Asian market with two office openings – Hong Kong and Shanghai – this year. The latest venture for SJ Berwin is the recent opening of its Shanghai office, which is staffed by senior associates Ji Hailong and Philip Senff, who both relocated from Frankfurt. The new branch will focus on fund formation, M&A, PE and real estate. The Hong Kong office, headed by Daniel Liew, was launched in April 2009. SJ Berwin also opened an office in Dubai in September 2009. This expansion comes after the firm suffered a dip in profits per equity partner (PEP) of nearly 50% last year.
SJ Berwin将两名律师调派至上海
伦敦SJ Berwin事务所今年已在香港和上海开设了两 个办公室，正式进驻亚洲市场。 SJ Berwin最新开设的分支机构位于上海，由资深
Alan Yip enters Mayer Brown partnership Mayer Brown recently announced a worldwide 14-lawyer partnership promotion. Yip, whose practice concentrates on Hong Kong and PRC real estate matters, entered into the partnership and will be based in the firm’s Hong Kong office. Alan Yip In 2002, Yip joined Johnson Stokes & Master, which combined with Mayer Brown in 2008.
Alan Yip成为美亚博合伙人
美亚博（Mayer Brown）近期宣布全球范围内提拔 14名律师为合伙人。在香港执业的Alan Yip成为了 美亚博的合伙人，他擅长处理香港和中国房地产事 务 他擅长处理香港和中国房地产事务。 他于2002 年加入孖士打律师事务所，而孖士打在2008年与美 亚博合并。
Understanding on Regulations for Merger with and Acquisition of Domestic Enterprises by Foreign Investors Catalogue (The Regulations)
T
he Regulations came into force on September 8, 2006. In order to keep pace with the Anti-Monopoly Law of the P.R. of China and provisions of the State Council on the Standard for Declaration of Concentration of Business Operators, the government make slight changes on the Regulations. The lawyers state their understanding on the changes as following. 1. Draw a line between equity M&A and asset M&A in the general principles. The foreign investors’ M&A of domestic enterprises shall comply with the laws, administrative regulations and rules of China. 2. The Regulations has improved the M&A procedures, including the basic system of foreign investors’ M&A of domestic enterprises, examination, approval and registration, foreign investors’ M&A of domestic companies based on the payment of equities, anti-monopolization examination, and so on. 3. In the basic rules, the foreign-invested enterprise established after the M&A shall determine the upper limits of the total investments according to the following rates except for any other provisions stipulated by the state. 4. Cross-border share exchange in terms of the Regulations means that the shareholders of an overseas company purchase the equities
www.legalbusinessonline.com
or increased shares of a domestic company by paying its equities or increased shares. The overseas company and its management level have no record of punishment made by the supervision administration in recent 3 years. Where a foreign investor M&A a domestic company based on the equities, the domestic company or its shareholders shall engage an intermediary institution registered within China to serve as a consultant. Besides that, an cross-border share exchange shall be submitted to the Ministry of Commerce for the examination and approval. 5. It is the first time to clearly mention share exchange M&A in the Regulations. The offshore companies also shall be regulated by the Regulations. In the Regulations, it is approved where a foreign investor purchases the equities of the shareholder of a foreign-invested enterprise in China or offer to buy the capital increase of a foreign-invested enterprise in China. 6. Chapter V is a separate chapter to state anti-monopolization examination. Especially, at the request of the domestic enterprise with competition relationship, the relevant functional department of industrial association, the Ministry or Commerce or the State Administration for Industry and Commerce believes that the market share of the foreign investor M&A in huge, or there
Firm Profile
Kangqiao
are other major factors which seriously impact the market competition, it may demand the foreign investor to provide a report. 7. The due diligence investigation is first introduced in the Regulations.
金荣奎
贺艳
金荣奎 Lawyer, Senior partner Tel: (86)13606404361, (86 531)86128626 E-mail: jinrongkui@kangqiaolaw.com 贺艳 Lawyer, LLM in international trade law(UK) Tel: (86)13506416771, (86 531)86128811 E-mail: heyan@kangqiaolaw.com 康桥律师事务所 Kangqiao Law Firm 5 Floor, Zhongxin Square, No.150 Luoyuan Street, Jinan, China, 250011 Tel: (86 531) 86128621/22 Fax: (86 531) 86128620 Web: www.kangqiaolaw.com
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ALB China Fast
FEATURE | fast 10 >>
Dacheng Han Kun Zhongyin
T&C Hylands
Grandall
T&C
Zhongyin
Han Kun
GlobalDacheng Grandall
►► ALB China Fast 10 Firms - at a glance % revenue growth for most recent FY
Number of partners
Head office
Dacheng
108
383
Beijing
Zhongyin
100
58
Beijing
Longan
60
45
Beijing
Han Kun
50
9
Beijing
T&C
45
21 Hangzhou
Hylands
38
31
Beijing
Jade & Fountain
35
15
Shanghai
Broad & Bright
30
8
Beijing
45
Beijing
Global
25
Grandall
22
►► Methodology
102 N/A
The ALB China Fast 10 is based on a survey distributed to over 100 law firms across China. Partner, fee-earner and financial data was supplied by the law firms themselves and used to produce the ranking of the 10 fastest-growing law firms. Only firms who responded to ALB’s request for figures were considered for the final ranking, and all information is accurate to the end of October 2009.
30
Han Kun Hylands
Dacheng
Global
Hylands
Dacheng
Global
Jade & Fountain Zhongyin Han Kun
Global
Jade & Fountain
Firm
Grandall
成 长 之 星
Zhongyin
T&C
Hylands
T&C
Dacheng
Jade & Fountain
Han Kun
Zhongyin
Global T&C
Grandall
Broad & Bright
T&C Global
Grandall
Zhongyin
Grandall
Longan Grandall
T&C Grandall
Global
Zhongyin
Dacheng
Zhongyin
Hylands
Jade & Fountain
Dacheng Hylands
Han Kun
China’s fastest-growing law firms in 2009
A
slowdown in staple areas such as M&A, banking & finance, capital markets and projects work has caused many firms to lay off staff. But ALB China’s 10 fastest growing firms have stood tall above the rest. These ten firms, although inevitably affected by market conditions, have achieved good results by capitalising on China’s strong resilience to the GFC and further integration with the global economy. The firms have credited the following factors towards the growth in annual turnover. The larger Beijing firms – such as Dacheng, Zhongyin and Longan – have been rapidly expanding their national presence by acquiring regional firms, and their strong growth
in revenue was largely due to these acquisitions. Dacheng, for example, opened 14 branch offices in 2009, over half of which were established by acquiring local firms. Longan’s founding and managing partner Xu Jiali sees acquisition of smaller regional firms as a quick and cost-effective way for national firms to expand. “Driven by client demands and our business development needs, we have decided to tap into new markets, extend our national coverage and seek new source of revenues,” says Xu. He also sees the need for smaller regional firms moving up the value chain to access more high-end national and international clients by joining forces with bigger national firms. ISSUE 6.12
FEATURE | fast 10 >>
This mentality created a good opportunity for emerging firms to recruit top talent for further development. “The market went through a tough time, but it gave us a great opportunity to recruit quality mid-level associates and new partners, particularly these who have experience practicing in international firms and top-tier domestic firms,” says Jade & Fountain’s Scott Guan. The tough commercial times have also created more opportunity for firms to be the first choice for clients who are seeking quality legal expertise, and are looking for a smart, lower-fee alternative to the mega-firms. “Many clients have become much more cost-sensitive,” says Yuan Changchun, managing partner of Broad & Bright. “They are under pressure to reduce their legal spend and are more willing to make use of the lower rates and lengthening track records of the better mid-tier firms. So we have had the chance to grow.” But mid-tier firms have more to offer than lower prices. They can be more nimble and responsive to client’s
“We’ve received many proposals from regional firms to join our firm. They have recognised that they can fast-track the development process by leveraging large national firms’ established brands, know-how, resources and client bases,” he says. Downsides to this kind of expansion exist. Xu points out that it requires a lot of time to fully integrate with merged firms, and the need to control quality can increase the overall cost of expansion. Yet even recognising the issues and challenges that come with merging, Longan will open new offices in Hangzhou, Ningbo, Tianjin, Chengdu and Hong Kong in coming years, according to the firm’s development roadmap. For the smaller firms on the list – including Han Kun, Jade & Fountain and Broad & Bright – growth has been fuelled by a number of new partners joining from international firms and larger domestic rivals. As the market went through a quieter time, many of these lawyers had an opportunity to rethink their career goals and so were more willing to take a chance and move.
demands and they’re not burdened by large or heavy structures. Some mid-tier firms can also offer clients cutting-edge expertise and extensive experience in their specialised field. A couple of established firms who are known for servicing higherend clientele – such as Global and Grandall – have also had a good year. They attribute their revenue growth to a solid stream of new instructions from mid-cap clients, who have been less exposed in the global market and remain active in deal making. “Due to the impact of the financial crisis, many large corporate clients who are more exposed in the global market have significantly reduced their budget for external counsel and have been slow making transactions,” says Global’s managing partner Liu Jinrong. “On the contrary, many small and midsized businesses remain active in the current market and we have received a solid stream of new mandates from these clients.” With their strategies, verve, agility and talent, these 10 firms are likely to record years of strong growth. ALB
1. Dacheng 大成
Managing partner: Wang Zhongde 王忠德 Number of partners/other fee-earners: 383/893 Head office: Beijing Branch offices: Shanghai, Wuhan, Chengdu, Chongqing, Jinan, Tianjin, Harbin, Zhengzhou, Yingchuan, Xining, Xiamen, Shenzhen, Haikou, Hangzhou, Guangzhou, Nantong, Changchun, Xi’an, Nanjing, Fuzhou, Shenyang, Wuxi, Qingdao, Urumqi, Taiyuan, Guiyang, Nanning, Hohhot, Singapore, Taiwan, Paris, Los Angeles Year
Partners
Fee-earners
Offices opened
2008
241
626
2009
383
893
Nanjing, Nantong, Shengyang, Changchun, Guangzhou, Fuzhou, Wuxi, Qingdao, Urumqi, Taiyuan, Guiyang, Nanning, Huhot
Financial year
Revenue growth
% change in PEP
Jan 2008–Dec 2008
up 108% (to 3 Dec 2008)
+14.71%
L
ast year’s fastest-growing firm has definitely maintained its momentum. Over the past year, Dacheng’s expansion has had everyone in the legal community talking. The firm opened more than 10 branches and recruited a significant number of lawyers, becoming one of the largest law firms in Asia. Working with Singapore firm Central Chambers, Dacheng became the only Chinese firm with a joint venture in Singapore. The JV then entered into a strategic alliance with Indian firm Vaish Associates Advocates to offer clients greater access to China-India trade opportunities. The www.legalbusinessonline.com
firm also jointly initiated the Across-Taiwan-Strait Legal Services Centre and opened a branch office in Taiwan, providing legal services for investors in Taiwan and China with a particular aim of filling the gap in the legal services market for those who intend to invest in Taiwan. Due to its exponential expansion in size and global reach, Dacheng enjoyed 108% growth in revenue at the end of 2009. 31
FEATURE | fast 10 >>
3. Longan 隆安
Managing partner: Xu Jiali 徐家力 Number of partners/other fee-earners: 45/115 Head office: Beijing Branch offices: Shanghai, Shenyang, Shenzhen, Nanjing, Guangzhou
Managing partner: Zhao Cenghai 赵曾海 Number of partners/other fee-earners: 58/273 Head office: Beijing Branch offices: Shanghai, Shenzhen, Hangzhou, Xiamen, Chengdu, Guiyang, Nanning, Taizhou, Wuxi, Jinan, Jixi, Fuzhou Partners
Fee-earners
Offices opened Fuzhou, Wuxi, Jinan, Jixi, Taizhou, Shenzhen, Xiamen, Toronto and Frankfurt (representative offices)
2008
25
140
2009
58
273
Partners
Fee-earners
Offices opened
2008
35
110
Nanjing, Guangzhou
2009
45
115
Financial year
Revenue growth
% change in PEP
Oct 2008–Sep 2009
up 60%
+30%
L
2. Zhongyin 中银
Year
Year
Financial year
Revenue growth
% change in PEP
Nov 2008–Oct 2009
up 100%
+12%
ongan’s managing partner Xu Jiali credits the strength of the IP team and a domestically-focused corporate practice as well as the intake of several new partners for the firm’s solid 60% revenue growth. In the past 12 months, the firm has opened two new branches, in Nanjing and Guangzhou, while its Shenzhen branch has expanded significantly by merging with the Shenzhen office of a Beijing firm and a local Shenzhen firm. It plans to set up more branch offices across the nation via acquisition of leading regional firms as well as establish closer ties with a number of foreign firms in coming years.
Z
hong Yin’s merger with Zhengtai in 2008 not only created one of the largest firms in China (273 lawyers), but also helped the new firm to achieve an incredible 100% growth in revenues. The merger has reinforced Zhongyin’s leading position in its traditional capital markets turf and allowed it to expand into corporate, M&A, real estate, foreign investment, IP and dispute resolution work. Aiming to expand internationally, also the firm recently appointed Baker & McKenzie’s former Taipei partner Steven Hsu as senior consultant and managing director of the firm’s marketing centre. Having already established representative offices in Toronto and Frankfurt, the firm is currently exploring the possibility of forming strategic alliances with London and Hong Kong law firms. Locally, it is planning to open (or is opening) branch offices in Tianjin and Qingdao.
“Our strategic decision to transform from a specialised capital markets and finance firm into a full-service firm has proven to be critical. It has helped us better weather the storm and has accelerated revenue growth” Zhao Cenghai 32
4. Han Kun 汉坤
Number of partners/other fee-earners: 9/40 Asian offices: Beijing, Shanghai, Shenzhen Year
Partners
Fee-earners
Offices opened
2008 2009
6
31
Shanghai, Shenzhen
9
40
Financial year
Revenue growth
% change in PEP
Apr 2008–Mar 2009
up 50%
+50% ISSUE 6.12
FEATURE | fast 10 >>
I
n addition to the two new offices it opened in Shanghai and Shenzhen earlier this year, Han Kun has recruited 12 lawyers (including several new partners) from top-rated international law firms. For a firm that was only established in 2005, the past year marked another milestone, with an expanded list of clientele including AsiaInfo, Huawei, Sequoia Capital, TeamSun and General Electric. Many domestic small and medium-sized companies have also formed an increasingly important part of the firm’s business, as they prepare to list at home and abroad. Han Kun’s founding partner Charles Li expects the firm’s growth will continue in coming years, as the domestic and global stock markets move firmly into positive territory. The firm’s strong performance led it to be nominated as one of the finalists for “Rising Law Firm of the Year” at the 2009 ALB China Law Awards.
5. T&C 天册
Managing partner: Zhang Jingzhong 章靖忠 Number of partners/other fee-earners: 21/101 Head office: Hang Zhou Branch office: Shanghai Year 2008
Partners 15
Fee-earners 94
2009
21
101
Financial year
Revenue growth
% change in PEP
Jan 2008–Dec 2008
up 45%
- 7.7%
T
he winner of ALB China’s 2009 Zhenjiang Law Firm of the Year award, T&C has had a great year while its national rivals have faced a reduction in client demand and deal flow. Under the leadership of managing partner Zhang Jingzhong, who currently serves as the president of the Zhejiang Lawyers Association, T&C remains a dominant player in the area of FDI, IPOs and corporate finance in the Yangtze River Delta region. The firm’s membership in the Sino-Global Legal Alliance also helps boost its management know-how and international practice. However, while its revenues grew by 45%, its profit-per-partner (PEP) decreased by 7.7%. The firm says the PEP reduction is mainly due to the increased remuneration packages for all employees; senior associates contributing more to the total revenue; and bigger operational costs as the size of the firm grows.
“Our philosophy is to grow with our small and medium clients ... their need for legal services will inevitably become greater” Charles Li
隆安经过十七年的发展，形成了一定的规模和品 牌。隆安在几年前提出二次创业的口号，现在二 次创业初具成效。在中国唯一知识产权专职律师 博导及中国第一个知识产权博士后徐家力律师的 带领下，形成了以知识产权为龙头的业务快速发 展态势。 其中在业务收入、合伙人发展与外国律师事务 所合作等方面，隆安都取得了跳跃式的发展。 Longan Law Firm www.longanlaw.com Room188, Beijing International Club, 21Jianguomenwai Street,Beijing 100020 Tel:8610 65325588 Fax:8610 65323768 www.legalbusinessonline.com
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FEATURE | fast 10 >>
Zhongyin: new
T
he merger in June 2008 with Beijing Zhengtai law firm has made Zhongyin one of the country’s ten-largest firms by number of lawyers. Under the robust leadership of the new managing partner Zhao Cenghai, the firm has become one of the country’s fastest-growing firms. According to the 2009 ALB China Fast 10, in October 2009 the Beijing-headquartered firm had 273 lawyers including 58 partners, spread across more than ten branches and representative office. Zhongyin has achieved an incredible 100% growth in revenues for the year to 1 October, and during the same period total lawyer headcount has increased from 165 to 331. Managing partner Zhao attributes the firm’s strong momentum to the strategic changes in development. “The merger offered us a good opportunity to adjust our strategy. We’ve decided to transform Zhongyin, which traditionally focused on banking & finance and capital markets, into a large full-service firm,” says Zhao, who was the founder of Zhengtai. The new firm’s mission is to become one of the world’s first-tier legal service providers for both domestic and international clients. To achieve that, Zhongyin will aim at putting in place a good management system to attract and retain legal talent, develop a branding strategy as well as emphasising further legal specialisation, expansion and international exposure. The strategic changes that have taken place to date have been proven effective by the noting that the 100% growth in both revenue and headcount was achieved amidst the effects of a global financial crisis (GFC). “Without the merger and the strategic changes that came with it, we wouldn’t have grown that fast,” Zhao says. “But we probably could have grown even faster if the GFC didn’t occur.”
Full-service and specialisations The merger has reinforced Zhongyin’s leading position with its traditional turf – banking and finance and capital markets, and has allowed the firm to expand its expertise and business capacity in corporate law, funds investment, legal risk management, real estate, IP and dispute resolutions. Both local and international clients have benefited from these developments.
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Deal highlights for the firm in 2009 include advising on the US$293m IPO of Sichuan Expressway in Shanghai (the first public float of A-shares after CSRC resumed the approval of domestic IPOs in June 2009); advising on China Power Investment Corporation’s issuance of short-term notes worth billions of dollars; and participating in the National Council for Social Security Fund’s proposed investment in the China Mianyang Technology City. Among all its practices, legal risk management is a particular area that Zhongyin wants to develop a strong focus on. “As many domestic companies ( private or state-owned) are becoming international and the legal and regulatory environment in which they operate in becomes more sophisticated, they are increasingly engaging external counsel for risk management services,” Zhao says. Having identified this opportunity and the market trend, Zhongyin has set up a practice group to focus on this emerging area. Sinopec is one of the companies that the firm is currently providing with corporate risk management and compliance services and consultation advice.
Grow intellectual capital Most in the industry have acknowledged that lawyers are the most valuable asset of a law firm. But only a few firms, like Zhongyin, have actually embedded this recognition in their culture, operation and management. The firm has a vision that success comes from a collaborative effort between partners, lawyers and supporting staff. “Intellectual capital is a firm’s source of competitive advantage, and we’ll continue to grow our lawyer teams, as well as constantly advance their know-how, knowledge and skills,” says Zhao. Zhongyin has invested significantly into new management infrastructure, recruitment processes, staff rewards mechanisms, professional training and employee welfare programs, while also improving both the hardware and software systems of the offices. As a result of these initiatives, profit-perpartner (PEP) growth is only 12% for the year to 1 October 2009, compared to the revenue growth of 100%. Putting the lower PEP growth rate aside, Zhao notes that new partners and lawyers have contributed considerably to the firm’s
total revenues, boosting its expertise while expanding the client base. In the past 12 months, the firm has added 33 partners and over 130 counsel and lawyers across all its offices. Senior counsel Ye Xiaohua, for example, is a specialist in corporate legal risk management, while senior counsel Mei Shenshi holds a Ph.D degree and is a pioneer in the research on laws and regulations governing securities and futures markets. In May, a team of six partners and more than ten lawyers joined the firm in Shenzhen, establishing its office there. The new office’s managing partner, Peng Zhangjian, was previously the director at a local Shenzhen firm. He is an experienced legal practitioner in commercial litigation and IP. Recently, the firm appointed former Baker & McKenzie’s Taipei partner Steven Hsu as senior consultant and managing director of the firm’s marketing centre. Hsu has 13 years experience practicing law in Taiwan and an EMBA from Beijing Tsinghua University. His appointment will not only strengthen Zhongyin’s capabilities in capital markets, M&A and FDI, but also help better execute the new development strategy on expansion and globalisation. Having already established representative offices in Toronto and Frankfurt, Zhongyin is currently exploring the possibilities of forming strategic alliances with firms based in London, Hong Kong and Japan. Locally, it is planning to open or is opening branch offices in Fuzhou, Wuxi, Jinan, Tianjin and Qingdao. “We will push our expansion and recruitment efforts further, because we firmly believe that if we have the right intellectual capital in the right place today, we will rise to the top of the leader boards in the next three years,” Zhao says.
Powers of branding In addition to its expansion and recruitment plans, Zhongyin is striving to build a stronger and more reputable brand identity for its services. The firm has spent time investing in researching, defining and building its brand and will put more effort into marketing and promotion. “Many domestic companies are growing in size, market position and business scope. They increasingly require their professional service providers’ qualifications, operations and reputation to be at the same level and standard,” says Zhao. ISSUE ISSUE 6.12 6.12
Firm Profile FEATURE | fast 10 >>
Zhongyin
direction, new momentum “But bigger doesn’t necessarily mean better. Large clients now value more about a firm’s reputation, brand image and competence as a team, instead of individual qualification. We’re building a brand – essentially the source of a promise to our clients, and at the same time, we’re trying our best at every level to deliver on this promise,” says Zhao.
中银：新方向，新动力
中
银于2008年6月与北京证泰律 师事务所合并，一跃成为全国 规模前十强的律师事务所。在 新任管理合伙人赵曾海的英明 领导下，中银也已成为中国发展最快的律师事 务所之一。 2009年10月发布的2009年ALB中国发展最 迅速的十家律师事务所榜单显示，总部位于北 京的中银律师事务所拥有273位律师，包括58 位合伙人，在海内外有十余家分支机构和代表 处。截至今年10月1日，中银业务年收入实现 100%的增长幅度，令业界为之侧目，同期律 师总人数由165人增加至331人。 主管合伙人赵曾海认为，律所发展战略的 转变是事务所业务能够取得快速发展的重要动 因。曾是证泰律师事务所创始人的赵曾海表 示：“两家律师事务所的合并为战略调整创造 绝佳机遇。中银以往将银行、金融及资本市场 作为业务重点，我们现在决定将其转变为提供 全方位服务的大型事务所。” 新中银的目标是成为世界一流的法律服务 提供机构之一，为国内及国际客户提供优质、 全面的服务。为实现该目标，中银将采用全新 的管理机制和人才战略，吸引并挽留尖端法律 人才，同时制定独特的品牌战略和国际战略， 积极提升其国际业务能力以及在国内国际市场 的影响力。 在全球金融危机背景下，中银在业务收入及 律师规模方面均实现100%的增长，充分证明其 战略转变行之有效。赵曾海认为：“如果没有合 并及随后的战略转变，我们无法实现如此快速 的发展。但如果没有全球金融危机的影响，我 们的发展速度可能更快。”
全面与专业服务的结合
合并后，中银不但在银行、金融及资本市场的 传统领先地位得到进一步巩固，同时也在新的 领域拓展业务，涵盖公司法律、基金投资、法 律风险管理、房地产、知识产权及纠纷调解 等。国内外客户均从中获益。 2009年中银参与的重要交易和项目包括：为 今年国内A股IPO市场重启后的首单IPO - 四川 www.legalbusinessonline.com
成渝高速融资2.93亿美元的上市项目提供法律 服务；为中国电力投资集团公司发行价值达数 十亿美元的短期债券提供顾问服务；以及参与 全国社会保障基金理事会投资绵阳科技城的计 划实施尽职调查以及提供法律方案等。 在各个业务领域中，中银尤为重视企业法律 风险管理业务的发展。赵曾海表示：“随着大量 国内企业（民营或国有）日趋国际化，加之业 务经营所处的法律及监管环境日趋复杂，越来 越多的企业开始聘请外部顾问提供风险管理方 面的咨询和服务。” 明确该业务机遇及市场趋势后，中银组建专 业部门，专注于该新兴业务领域的发展。中银 现为多家企业提供公司风险管理、合规服务及 顾问服务，中石化便是其中之一。
重视人力资本
律师人才是事务所最宝贵的资产。该观点已 得到业界广泛认同，但仅有少数类似中银的 事务所真正将该观念融入到企业文化、经营 及管理之中。 中银认为，业务成功源自合伙人、律师及助 理员工的密切协作。赵曾海表示：“人力资本是 事务所竞争优势的源泉，我们将继续扩大律师 团队，不断提升律师的业务水准、业务知识及 业务能力。” 在全新管理机制、招聘流程、员工奖励机 制、职业培训及员工福利计划方面，中银不 断加大投资。该所还积极改善办公的硬件和 软件系统，以及办公环境。受上述措施的影 响，截至2009年10月1日的年度每位合伙人人 均利润（PEP）增长仅为12%，与收入成倍增 长速度相差甚远。 抛开相对较低的 PEP 增长率不谈，赵曾海注 意到，新合伙人及律师对事务所的收入总额贡 献较大，推动事务所发挥业务优势并扩大客户 基础。过去12个月内，中银各地分支机构共新 增33位合伙人和超过130位顾问律师及律师。 新加入的律师中，高级顾问叶晓华是企业法律 风险管理领域的专家，高级顾问律师梅慎实拥 有法学博士学位，是学术领域的带头人，主要 研究监管证券及期货市场的法律和法规。 今年5月，六位合伙人及十余位律师组成的 团队加入中银，并成为该所深圳分所设立的基 石。新分所管理合伙人彭章键曾是一家深圳本 地律师事务所的主任，他在商业诉讼及知识产 权领域拥有丰富经验。 近期，中银任命贝克•麦坚时律师事务所原台 北办事处合伙人许进胜担任高级顾问律师，并 兼任市场营销中心执行主管。许律师在台湾拥 有13年法律工作经验，获清华大学 EMBA 学 位。他的加入不仅能在资本市场、并购及外 商直接投资领域巩固中银的实力，还可帮助
Zhao Cenghai
中银更好地执行业务扩展及全球化方面的全 新发展战略。 中银已经在多伦多和法兰克福建立代表处， 目前正积极努力，希望与伦敦、香港和日本的 律师事务所建立战略联合。就中国本土市场而 言，中银计划在福州、无锡、济南、天津和青 岛成立办事处，其中部分办事处已经成立。 赵曾海表示：“中银将进一步推动分支机构的 扩展和人才招募工作，因为我们坚信，如果现 在能够拥有一流的人才储备和战略布局，未来 三年内，我们定将发展成为业内首屈一指的律 师事务所。”
品牌效应
除业务扩张及人才招募计划外，中银还努力打 造更具影响力的服务品牌。中银投入大量时间 研究、明确并树立自身品牌，在市场营销及宣 传方面也将投入更多资源。赵曾海表示：“很多 国内企业的规模、市场地位及业务范围不断增 长。他们日益要求专业服务提供机构的资历、 经营方式及声誉要保持相同的水平和标准。” 他认为：“规模大并不意味着更好。大企业客 户现在更注重事务所在声誉、品牌形象及能力 方面的综合实力，并不只看个人资历和单纯的 规模。我们正努力塑造品牌，这也是我们对客 户的质量承诺，与此同时，我们正竭尽全力完 善自身，努力兑现此承诺。” Contact details: Zhongyin Law Firm Tel: +86 10 85879988 Fax: +86 10 85879966 Website: www.zhongyinlawyer.com 联系方式： 中银律师事务所 电话：+86 10 85879988 传真：+86 10 85879966 网站：www.zhongyinlawyer.com
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FEATURE | fast 10 >>
6. Hylands 浩天信和
Managing partner: Liu Hong 刘鸿 Number of partners/other fee-earners: 31/113 Head office: Beijing Branch offices: Shanghai, Nanjing
8. Broad & Bright 世泽
Managing partner: Yuan Changchun 袁长春 Number of partners/other fee-earners: 8/29 Head office: Beijing Branch office: Shanghai
Year
Partners
Fee-earners
Year
Partners
Fee-earners
2008
27
108
2008
6
12
2009
31
113
2009
8
29
Financial year
Revenue growth
% change in PEP
Financial year
Revenue growth
% change in PEP
Jan 2008–Dec 2008
up 37%
+37%
Jan 2008–Dec 2008
up 30%
+10%
H
ylands, established in 2007 on the basis of a merger between Haotian and Li Wen & Partners, has made its debut in the ALB China Fast 10 list with strong organic growth. The full-service firm serves a diverse local and international corporate client base and enjoys a solid reputation in the practice areas where it has been traditionally strong – real estate, construction, IP and dispute resolution. Leveraging on its new platform and membership of Terralex (the international business group led by partner Jiang Jiang), the firm has experienced particularly strong growth. Jiang attributes the revenue growth to the synergy created by the integration of the firm’s resources and the increasing amount of internal referrals due to the broader array of practice groups Hylands now offers.
7. Jade & Fountain 九洲丰泽
Managing partner: Scott Guan, Mark Ho 管云翔和何敏智 Number of partners/other fee-earners: 15/46 Head office: Shanghai Year
Partners
Fee-earners
2008
10
30
2009
15
46
A
Financial year
Revenue growth
% change in PEP
Mar 2008–Feb 2009
up 35%
+20%
A
s part of its growth, Jade & Fountain has made considerable hires over the past year. The firm appointed five new partners and 16 new lawyers, some of whom joined from international firms such as Gide, Orrick, Herbert Smith and Paul Hastings. The firm also launched new practice groups – tax, capital markets, commercial real estate, international trade and anti-dumping. Co-managing partner Scott Guan says the key reason for growth lies in the firm’s modern partnership that is fair, equitable and relevant. Recognised for its growing success, Jade & Fountain was selected to be a finalist for “Shanghai Law Firm of the Year” at the 2009 ALB China Law Awards.
lthough senior partner John Chu left the firm to return to Jun He, Broad & Bright has grown its partnership and team of lawyers steadily, achieving a 30% increase in total revenues. The firm’s Shanghai branch office, opened in August 2008, has contributed to the growth of
“Many clients have become much more cost-sensitive due to the tough commercial times. They are under pressure to reduce their legal spend and are more willing to use the lower rates and lengthening track-records of the better mid-tier firms. So we have had the chance to grow” Yuan Changchun
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ISSUE 6.12
FEATURE | fast 10 >>
headcount and revenues and has quickly emerged as a recognisable player in the city’s corporate legal market. In April 2009, former associate at O’Melveny & Myer’s Shanghai office, Xiong Tao, joined the firm as a partner, further strengthening its branding as a team of lawyers with international experience. Managing partner Yuan Changchun sees banking & finance, litigation, arbitration and employment as the three fastest-growing areas.
9. Global 环球
Managing partner: Liu Jinrong 刘劲容 Number of partners/other fee-earners: 45/95 Head office: Beijing Branch office: Shanghai Year
Partners
Fee earners
2008
34
85
2009
45
95
Financial year
Revenue growth
% change in PEP
Jan 2008–Dec 2008
up 25%
+30%
G
lobal has had a good year with a stable increase in revenue and headcount, adding 11 partners to its Beijing and Shanghai offices. Experienced capital markets lawyer
“Due to the impact of the GFC, many large corporate clients who are more exposed in the global market have significantly reduced their budget for external counsel and have been slow in making transactions” Liu Jinrong Gu Weiwei, previously with King & Wood, is the newest addition to Global’s partnership and is set to strengthen the firm’s domestic capital markets practice, an area that Global hasn’t traditionally focused on. The appointment of Kou Liyun from Herbert Smith, meanwhile, will reinforce the firm’s leadership in international arbitration. Other new partners include Zang Hongliang (aviation) and Lu Yingchun (banking & finance) from Jingtian & Gongcheng, and Zhou Lei and Ying Jin (venture capital and renewable energy) from AllBright. Liu Jinrong, who was newlyelected to managing partner in May 2009, pointed out that Global’s growth in revenue was made possible due to a number of strategic lateral moves and increasing instructions received from the mid-cap segment.
T&C Law Firm (“T&C”) was founded in 1986 and has grown ever since to a full-service law firm with national prominence in China’s legal industry. Today, T&C is among the leading law firms in Eastern China, with offices in Hangzhou and Shanghai, and is recognized nationally for the transactional and litigation practices, including general corporate practice, capital markets, real estate and construction, international trade, foreign direct investment, intellectual property and dispute resolution. T&C is a founding member of the Sino-Global Legal Alliance (SGLA) which was launched publicly in September 2007 by Lovells LLP and nine leading regional Chinese law firms including T&C located in the dynamic economic centers in PRC. Contact Details Hangzhou Office 11/F, Block A, Dragon Century Plaza, No. 1 Hangda Road Hangzhou, China 310007 Tel +86 571 8790 1111 Fax +86 571 8790 1500
Shanghai Office 11/F, Huaneng Union Tower, 958 Lujiazui Ring Road Shanghai, China 200120 Tel +86 216886 6600 Fax +86 21 6886 5466
Harmonious, Enterprising , Liberal, Proficient (和谐，进取，大气，专业) www.legalbusinessonline.com
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FEATURE | fast 10 >>
10. Grandall Managing partner: Lv Hongbing Number of partners/other fee-earners: 102/360 Asian offices: Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Hong Kong, Ningbo Year
Partners
Fee-earners
Office opened
2008
98
352
Beijing
2009
102
360
Financial year
Revenue growth
% change in PEP
Jan 2008–Dec 2008
up 22%
+25%
G
randall’s leading position in the capital markets, together with its long-standing relationship with many domestic companies, has helped it retain its position among the fastest-growing firms on the Fast 10. Grandall’s offices in Beijing, Shanghai and Shenzhen have experienced particularly strong growth due to more sophisticated markets and clients in these commercial centres. According to a report issued by the China Securities Regulatory Commission (CSRC) in 2009, Grandall is ranked first with respect to the number of IPOs it has been involved in (issuing 37 legal opinions and occupying 12.5% market share), overtaking 2007 champion King & Wood.
Global Minds, Local Expertise 全球思维, 本土智慧 http://www.jadefountain.com
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SHANGHAI OFFICE 31/F Tower B, Far East International Plaza, 317 Xian Xia Road, Shanghai 200051, China Tel: (8621) 6235 1488 Fax: (8621) 6235 1477 E-mail: master@jadefountain.com
ISSUE 6.12
Firm Profile FEATURE | fast 10 >>
Jade & Fountain
Jade & Fountain: standing tall with a cascade of talent
W
ith more than two decades of experience in Shanghai’s vanguard of legal expertise, Jade & Fountain was nominated as a finalist for “Shanghai Law Firm of the Year” in the 2009 ALB China Law Awards. The firm has been given a new breath of air over the past three years, with rapid headcount increases, office space expansion and solid client portfolio growth. Manifesting its success this year, the firm increased its headcount by five partners and 16 fee-earners. Jade & Fountain’s Shanghai office also expanded by 30% and the firm reported a 35% growth in revenue over the previous year. Not only has the talent pool flourished, Jade & Fountain also took the forefront in emerging markets by introducing new practice areas into its services – tax, capital markets, commercial real estate, international trade and anti-dumping.
Working with clients needs Scott Guan and Mark Ho, who are the managing partners of Jade & Fountain, place great importance in keeping up with new developments in the legal market. They believe that breakthrough is achieved when the firm is capable of providing a comprehensive package of quality legal services to clients, according to their growing legal needs. Guan still believes that legal practice is a very traditional profession where Guanxi between their clients and practitioners continues to be a priority. Exemplified by its long-term client-advisor relationship with Shanda, the firm has represented its client on the largest NASDAQ IPO for 2009 in which US$1.04bn was raised and its US$155m public offering of convertible senior notes one year before. “Our partners are very enthusiastic in building clientele relationships and always make it a point to deal with our
clients on a day-to-day basis because we aim to add personal touches to the legal advice we provide. Our partners’ in-depth involvement in client work really differentiates our firm from many others in the marketplace,” said Guan, who previously worked at major international and Chinese firms before joining Jade & Fountain.
Incubating a talent pool Another strategic priority of the firm is seeking out legal talent. “We are constantly looking for talent who can join the firm as senior associates or partners. The GFC was the ‘renaissance’ for us to access the pool of talent – which is normally limited when the economy is good,” said Guan. Pledging to provide comprehensive legal advice to MNCs, institutional investors and mid-sized companies alike, the firm’s legal talent is equipped with very diversified expertise. Most of the lawyerse have previously practised in major international and leading Chinese firms, and are equipped with Canadian, UK, US, French and Chinese qualifications. Guan, who sets his talent-search criterion to be ‘bilingual, bi-cultural and bi-legal’, aims to build a leading firm with Chinese roots infused with an international cultural influence, experience and standard of management. As Guan believes that legal talent is the strongest asset of the firm, Jade & Fountain has established a very fair and flexible partnership program, set up three years ago. The firm had set up an effective mechanism and deliberately lowered the entrance barrier, providing senior attorneys with the opportunities to grow within the firm, with their own book of business or by working with other more established partners. This partnership system resembles a “partner incubation system”. Guan
Deals Advised Shanda Games and its parent company, Shanda Interactive Entertainment on the largest NASDAQ IPO for 2009 in which US$1.04bn was raised Advised Array Networks in its US$79m IPO in Taiwan Advised a leading European automotive parts conglomerate in establishing its holding company in China and the follow-up intra-group share transfer and restructuring Represented a US based memory disc manufacturer in a chain of IP litigation cases against a Beijing company for copyright and trademark infringements Represented a major Chinese university in negotiating and signing a US$25m clean coal technology license agreement with a US company Advised a US MNC in acquiring 40% equity interest in a battery component manufacturing JV company in China Advised a Chinese retail company in its US$25m venture capital financing project Advised a US PE firm on its US$10m investment in the car parking business in China Represented a major Finnish company in a JV liquidation process including court proceedings worth over US$100m Advised a European software company in its VAT tax dispute against tax authorities and succeeded in securing a multi-million RMB tax refund Assisted a US MNC in FCPA-related investigations in China
www.legalbusinessonline.com
Practice area/s Capital markets
Lead lawyer/s Scott Guan, Jeffrey Yang
Capital markets FDI, corporate, M&A
Steven Huang Scott Guan
IP, dispute resolution
Ricky Luo
IP
Mark Ho
M&A
Mark Ho
PE/VC PE/VC Dissolution, liquidation
Selena She Steven Huang Mark Ho
Tax
Kevin Tu, Xue Tao
Compliance
Mark Ho
explains the keystone strategy this way. “We judge our candidates on their integrity, personality and professional qualities. The ‘partner incubation system’ gives newcomers work from our internal work source and after one or two years of an incubation period, these lawyers will then become more established.”
Scot Guan
Mark Ho
Global minds, local expertise Jade & Fountain partners are internationally trained, enabling the firm to better understand global clients’ business needs. Furthermore, the firm has established an ethical reliability policy for legal services to global clients. This policy not only protects clients but also lays the foundation for the firm to grow in coming years. Over the past year experts have been recruited to expand practice areas like tax, corporate, dispute resolution, capital markets, M&A and anti-dumping. The firm has a discerning eye on 2010 emerging markets – namely outbound M&A and international dispute resolution. The success of Jade & Fountain has recently led the firm to be nominated as one of ALB Asia’s 30 fastest-growing law firm in 2009 and Jade & Fountain’s success is on track to continue for 2010. However, the firm refuses to pursue growth for the sake of expansion. “We will not sacrifice our service quality over expansion. Our growth will continue to be in a structured and manageable manner with only one focus – to provide better, cost-effective legal advice to our clients. That is our priority.” said Guan.
Jade & Fountain 31/F Tower B, Far East International Plaza, 317 Xian Xia Road, Shanghai 200051, P.R. China Tel: (8621) 6235 1488 Fax: (8621) 6235 1477 Website:http://www.jadefountain.com E-mail: master@jadefountain.com
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FEATURE | IP >>
Average damages awarded by Chinese courts: 2006-2009 RMB 140000 120000 100000 80000 60000 40000 20000 0
Patent infringements
Trademark infringements
Innovative China creates new IP wave
Copyright infringements
Biggest IP awards
RMB10,614,090
Top award for trademark infringement case Beijing Jia Yu Dongfang Wine Co vs COFCO, The Supreme People’s Court of the PRC 北京嘉裕东方葡萄酒有限公司诉中国粮油 食品(集团)有限公司 v 中华人民共和国最 高人民法院
RMB10,000,000
Top award for patent infringement case
Beijing Leader & Harvest Electric Technologies Co vs Beijing Hiconics Technology Co, Beijing First Intermediate People’s Court 北京利德华福电器技术有限公司诉北京合 康亿盛科技有限公司 v 北京市第一中级人 民法院
RMB 4,000,000
Top award for copyright infringement case
Zhejiang Chinese Media Development Co vs Beijing Dongfangfengchao Advertisement Co, Beijing Second Intermediate People’s Court 浙江华人传媒发展有限公司诉北京东方 风潮广告有限公司 v 北京市第二中级人 民法院
As the country emerges as a real player on the IP world stage, local intellectual property lawyers are happily marching towards a brighter post-GFC future
Source: CIELA, Rouse, June 2009
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ISSUE 6.12
FEATURE | IP >>
E
nforcement of IP rights in China has long been associated, at least by foreigners, with the seizure and destruction of counterfeit goods produced at low cost. This may still be somewhat accurate, but the fact that the nation is slowly shedding its ‘counterfeiter’ image and is moving towards becoming a serious IPR player is now indisputable. President Hu Jintao has embarked on a plan to build China up as an innovation-oriented country with the capabilities to develop its own intellectual property. “No longer is it a joke to say that you are an IP lawyer in China. People see China as a place where IP is now being taken seriously,” says Luke Minford, a partner at Rouse. “China realises that if it wants to be a world player, if it wants to truly operate on the world stage, it has to move up the value chain and move away from being a low-cost manufacturing country towards being a country that has its own valuable IP.”
IP strategy
Lawyers are at the forefront of this new landscape. IP practices are evolving with changes in the economic and legal framework as the government makes its push towards innovation. The new policies are generating opportunities for companies – and legal work is being offered as lawyers identify ways for their clients to make the most of the Chinese government’s incentives. Lawyers are now taking a more proactive role in advising their clients on strategies for the protection of their IP rights in China and the rest of the world. “Litigation should be a last resort. Before that most companies will design, with our assistance, a complete mechanism to protect their IP rights… They will have a set of systems at their facilities and by- Richard Lin laws which are applicable Fangda
www.legalbusinessonline.com
to their employees,” says Richard Lin, a partner at Fangda. Both local and foreign companies are increasingly looking to their IP portfolio in the nation, turning to their lawyers to ensure that their assets are protected. It is also crucial that foreign companies perform due diligence before they begin any business activity. There has been an increase in the number of disputes brought by Chinese plaintiffs against foreign companies for the infringements of patents, Li Yong says Li Yong, a partner King & Wood at King & Wood.
“The counterfeiters are realising that the authorities have no force or teeth… When they are caught out they are not put in prison or heavily fined. They are not deterred by anyone” An Xiaodi, An, Tian, Zhang & Partners
Enforcement procedures
Litigation is still very much a part of the protection and enforcement of IP rights here and IP lawyers are busy with a steady flow of work. “We have seen an increase in the number of patent infringement and trade secret infringement litigation cases, which are the two areas we have been busy in the last two years,” says Gordon Gao, Gordon Gao a partner at Fangda. “We Fangda see more and more of that coming our way.” Chinese lawyers are particularly busy with litigation work as they (unlike foreign-qualified lawyers) can of course appear before local courts. Accordingly, domestic law firms benefit from referrals from international and foreign law firms, who require not only representation for clients but also expertise on the local legal system. “Foreign firms should never assume that the [litigation process] in China is easy to understand,” says Gao. “Patent law in China has its own nuances which must be understood completely before starting litigation. Corporate practice may be international, but this 41
FEATURE | IP >>
“We have seen an increase in the number of patent infringement and trade secret infringement litigation cases, which are the two areas we have been busy with in the last two years. We see more and more of that [work] coming our way” Gordon Gao, Fangda
is not the same for IP and litigation because it is totally local.” Many IPR firms also assist their clients with administrative enforcement, which is different to litigation. Enforcement involves lodging a complaint with the relevant government authority, which will then examine the case and, if appropriate, conduct a raid to seize and destroy any counterfeit goods. Unfortunately, this process is not punitive and has no real deterrent effect. While counterfeit property is seized and destroyed, ultimately the producers open up shop elsewhere and continue with manufacturing because it makes economic sense. “The administrative actions are supposed to be quicker and easier but they are not as aggressive as litigation before the court,” says Gao. Administrative enforcement is popular because it is a quick-fix. “This is the bread and butter of a lot of law firms… but it’s not working, it’s not solving the problem. Some law firms and advisers will keep doing it and tell their clients they have to do it because it is easy money,” says Rouse’s Minford. At the moment counterfeiters are getting away with a slap on the wrist. “The counterfeiters are realising that the authorities have no force or teeth… When they are caught out they are not put in prison or heavily fined. They are
not deterred by anyone,” says An Xiaodi, the founder and managing partner of An, Tian, Zhang & Partners. Rouse’s Minford is passionate about the An Xiaodi enforcement of IP rights ATZP through litigation. “The courts will take a different approach; they are there to award compensation and to deter,” he says. “We have to make damages meaningful and the best way to do that is to award damages that result in an economic deterrent.” The government has recognised that enforcement of IP rights is the key to creating a more innovative society. “We will see courts and administrative authorities trying to show that they are playing their part in this… We are very likely going to see an increase in damages and high-profile cases which demonstrate [enforcement],” says Minford. And more important to note is that the push for independent innovation means innovation for domestic companies. “Yes, they are going to improve the enforcement mechanism but what happens when Chinese companies, who they have identified as being innovative, come into contact with foreign companies with big infringement issues? I think then
►► Top 10 IP cases – 2008 1. Porsche AG v Beijing TechArt Automotive Sales & Service Co 2. Wang Zixiu v Nanning Art Theatre 3. The Ritz Hotel v Shanghai Huangpu Rits Club 4. Zhenglong Food Co of Henan Province v Sichuan Baijia Food Co, Silin Department Store Co of Henan Province 5. Jiangsu Biate I/E Trading Co, Kongbaite Carpet Co of Huaian City of Jiangsu Province v Xu Zanyou 6. Hefei Xinqiang Seed Technology Co v Anhui Chuangfu Seed Industry Co 7. Hangzhou Dukuai Network Media Co v Wang Lingyang 8. Jining Atmospheric Boiler Factory v Patent Re-examination Board of the State Intellectual Property Office 9. Xiapu County Huafeng Machinery Co v Zeng Fengxi 10. Xu Chufeng v Jiang Haiyu
Source: The Supreme People’s Court
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ISSUE 6.12
FEATURE | IP >>
you are going to see a real tension that is quite hard for them to resolve,” he says. “I expect that we are going to see some pretty negative, quite Luke Minford protectionist decisions Rouse coming from courts where you have companies that are part of this whole innovation push.”
IP future is positive
Registration and enforcement of IPR in China will continue as a steady source of work for law firms. King & Wood’s Yong estimates that while patent filings by domestic companies have increased by 10%-20% for the past three years, patent filings by foreigners may decrease by about 10% because of the financial crisis. However, this is no cause for concern. King & Wood has established a new practice group, IP legal, to focus on commercial IP work – such as developing portfolio management strategies and IP due diligence. Both Fangda and An, Tian, Zhang & Partners are actively recruiting lawyers with IP litigation experience, as the firms anticipate the increase in litigation. “We are actively looking for lawyers with the capability to do patent infringement litigation… We must hire people with patent litigation abilities because [such abilities] are not easy to acquire,” says Gao. Rouse is also preparing for an ‘innovation explosion’ and has strategic plans for tapping into the legal work generated by Chinese companies emerging as serious global IP players. “The future Sonys, Hitachis and Samsungs of this world are going to come out of China. They need help, they need an IP strategy,” says Minford. “Chinese companies are going to be the next big thing and we are putting a lot of investment and resources in to pick up that work.” www.legalbusinessonline.com
Part of the firm’s plan is already underway. Every province has an IP commissioner who is responsible for creating awareness of issues and innovation. Rouse is targeting work through education, having already completed workshops and seminars for Chinese companies organised through the IP commissioner. Academic institutions are also investing significant amounts in R&D. However, these institutes are not yet applying the results of their work in a commercial manner. Rouse is also planning on targeting those bodies to offer assistance in understanding how the institutes can benefit from the commercialisation of their R&D. For the moment, most of the workflow comes from foreign companies entering China. “We can’t ignore that this is where the work is coming from at the moment but we are trying to prepare for future innovation and we will continue to add resources,” says Minford. Change is afoot and local IP lawyers are set to witness something of an evolution. “It is a wonderful time for an IP [lawyer] to be in China. On the other side, the Chinese are really responding…” says Minford. “They’re really into this whole idea that [the nation] is going to emerge as a real IP player, not as a counterfeiter or a copier the way it has been, but actually as a player. That is really motivating and exciting to our Chinese lawyers. They are now quite passionate about all of this.” ALB
“No longer is it a joke to say that you are an IP lawyer in China. People see China as a place where IP is now being taken seriously” Luke Minford, Rouse
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FEATURE | year in review >>
ALB China
2009: Year-in-Review
ALB China’s review of the last 12 months reveals that the Year of the Ox has been surprisingly bullish. Corporate and capital markets activity reached impressive levels given the global downturn, and the country’s law firms confidently continued their upscaling and the broadening of their practices and client bases. On the following pages, enjoy the highlights – and take a while to consider how indicative they might be of the market’s major themes for 2010 hotspots of the year
The Mainland affair
December 2008
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Chinese out of the outbound M&A comfort zone
January 2009
February 2009
Beyond insurance
March 2009
a greener future
April/May 2009
Lifting the IPO bar
June 2009 ISSUE 6.12
FEATURE | year in review >>
►►Venturing out of comfort zones
Following in the footsteps of Grandall and King & Wood, Guantao becomes the first Chinese firm to take its services out of the mainland when it establishes an office in Hong Kong. Last year, King & Wood set up a base in New York. Dacheng was not about to fall behind its closest rival, so the firm takes its business into the west, entering into a strategic alliance with California firm Matthews Wilson and Hunter, launching an office in Los Angeles. Over 2009, HaoLiWen and Zhonglun W&D venture into Ireland and the Middle East respectively.
►►The Mainland –Taiwan business affair
►►China sets future green
Known for its eye for driving a good bargain, China leaps at globally slashed prices caused by the GFC. The country goes on an aggressive ‘green’ shopping spree, purchasing commodities from all over the world. With as much as RMB2trn available to invest in commodities, the silver lining turns green for lawyers. Many firms benefit from their steady relationships with natural resource powerhouses. Zhong Lun advise Zhaoheng Hydropower in its US$57.7m capital raising. Grandall and Freshfields advise GCL-Poly when the company acquires Jiangsu Zhongneng for US$3.4bn. GCL-Poly again engages Freshfields when the company enters into an equity agreement with China Investment Corporation. While the sector remains hot, firms like Shanghai Jing Neng establish themselves to specifically target the green energy sector, even if it means that the founder ditches the firm he initially founded in 2001.
The signs of improved relations across the Taiwan Strait send ambitious Taiwanese lawyers into a flurry. Over 600 Taiwanese hopefuls take the China annual bar exam with more than 30, Zhu Xiangyang being first, passing, allowing them to practise in the mainland. Measures are announced at the start of 2009 allowing Taiwan law firms to establish branches in Fujian. Later in February, the ever-ready Dacheng jumps at the cross-strait opportunities by establishing the Across-Taiwan-Strait-Legal Service Center, a joint venture with the Taiwan All-China Federation of Industry and Commerce. The Chinese powerhouse even establishes Taiwan Dacheng Law Firm, a local partnership in Taiwan.
►►Chinese outbound M&A catches the eye of the world
Just a few years ago, Chinese companies had been the top acquisition target of foreign investors. Signs of merger activity picking up in 2009 are apparent for many firms. Chinese lawyers are already predicting more-than positive long-term outlooks in the outbound M&A sector and they’re right. Sinopec takes over Addax Petroleum mid-year for US$8bn and the influx of M&A transactions from thereon leaves lawyers in a M&A frenzy. Earlier in the year, Commerce & Finance and DeHeng Law Offices climb to the head of the AsiaPacific M&A legal advisory league table, marking the first time that a PRC firm has topped a league table board. By the third quarter, there are a total of 61 outbound acquisitions made during the first three quarters of 2009 (with an aggregate value of US$21.2bn).
►►Lifting the IPO bar
►►Beyond the duty of insuring
The month of March sees new amendments to the Chinese Insurance Law. The new changes not only paint a bright picture for investment funds, but also nudge Chinese law firms into keeping an eye out for more insurance mandates. Effective from October 2009, the new clauses expand the investment channels of insurance companies, strengthen regulatory supervisions and provide more rights for the insured. Legal powerhouses King &Wood and Grandall are already preparing to take on more work.
The capital markets spring back to life in the middle of the GFC year. A number of sizeable IPOs are launched in one month – Bawang and 360 Degrees, and most of the biggest firms in Asia feel the market revival working on these transactions. Capital market lawyers are further overwhelmed by the influx of listings – especially a month after Zhongwang’s US$1.26bn IPO. Grandall, Milbank, Mallesons, Shearman & Sterling and Jun He take Lumena Resources to the board, raising US$149m. Later in July, Haiwen assists the construction giant in one of the year’s largest IPOs to date, raising US$6.2bn.
See special online edition for more of 2009’s highlight events and extra coverage: www.legalbusinessonline.com.au www.legalbusinessonline.com
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FEATURE | year in review >>
Visit the ALB website for the full details on the year that was – www.legalbusinessonline.com.au
►►Finding best friends overseas
Driven by market trends and client needs, September sees the ‘best friend’ alliance between TransAsia and Freehills establish. The non-exclusive alliance requires the two firms to treat each other as preferred partners. 2009 also witnesses Dacheng’s aggressive globalisation plans, with Dacheng teaming up with firms in Israel, Malaysia, India and the US. PRC firms are recognising the need to expand their global network and entering strategic alliances proves effective to further international ambitions. More importantly, as outbound trade and investment flow widens, closer ties with the profession in China will become a prerequisite (rather than a luxury) for top-end international firms.
►►The King’s merger
Recognised as one of the leaders in the Chinese legal industry, King & Wood’s strategic moves have always been scrutinised. When the firm announces its merger with Arculli Fong & Ng, becoming the first PRC firm permitted to practice Hong Kong law, the legal industry holds its breath. More importantly, the legal landscape shifts along with this merger, paving the way for other PRC firms to follow in King & Wood’s footsteps. The step however, proves to be a big leap, as six months afterwards, rival firms like Jun He and Duan & Duan, which both have long-term associations with Hong Kong firms, are yet to make their move.
►►The rise of the sovereign dragon
China Investment Corporation first stands out this year when it invested over US$1.5bn in Canadian mining company Teck Resources. August marks the month that the fund accelerates its overseas investments while expanding the sectors of its portfolio. Previously, the fund was known for its investments in financial institutions. But its array of investments later in this year marks a strategic shift. CIC is also experimenting with different firms in its business ventures. The fund has used Canadian firm Torys, Australian firm Freehills, Davis Polk, Vinson & Elkins and Cleary Gottlieb in the past. CIC’s aggressive strategic overseas acquisitions are the epitome of a “fast and furious” growth strategy that is undoubtedly set to continue into 2010.
Hotspots of the year
King & wood’s merger July 2009
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Global tells ALB of its new growth initiatives, explaining how the firm has grown with a number of strategic lateral moves. It’s not the only one to boost its partnership this year, as Gaopeng & Partners has also recruited three partners by this time. Jade & Fountain develops a partner incubation system to nurture its new talent. The firm claims 2009 is a renaissance for recruitment as the GFC has opened up a pool of talent that is usually unavailable. Even in-housers are tempted to take up partnership: this month sees the appointment of Tian Yongfu (former head of legal at Samsung China) at GoldenGate.
►►Globalising by alliance
►►The Anti-Monopoly litigation game
As international firms increasingly recognise the advantages of maintaining strong friendships with domestic firms, many PRC firms strengthen their global network and international capacity. Dacheng this year is admitted into the World Services Group, a global association of professional business service providers such as accounting firms, law firms and executive search firms. Shanghai’s Jade & Fountain and GoldenGate both join the TAGlaw alliance earlier in the year while Gaopeng joins ALFA International. As China continues to be an increasingly important market, more global legal associations will seek out members in China in 2010.
Since the Anti-Monopoly Law came into effect in August 2008, a number of private actions have been brought before the court against business giants such as Baidu, Shanda, China Mobile, China Netcom and Sinopec Beijing Oil Products Company. In October 2009, the first court decision in a private anti-trust litigation matter is made. The Shanghai No.1 Intermediate People’s Court dismisses the abuse of dominance case filed by Beijing Sursen Electronic Technology against Shanda Interactive Entertainment and Shangahai Xuanting Entertainment Information Technology. Lawyers are expecting to also see decisions in a number of cases in which plaintiffs attempt to test the boundaries of the AML.
sovereign dragon rises
August 2009
►►Conjoined as partners
best-friends align
AntiMonopoly litigation
September 2009
October 2009
Conjoined partners
November 2009
Globalising by alliance
December 2009 ISSUE 6.12
Firm Profile
WongPartnership LLP
Singapore Amends Its International Arbitration Act
O
n 19 October 2009, the Singapore Parliament passed the International Arbitration (Amendment) Bill (“Amendment Bill”). The Amendment Bill was the product of proposed amendments to the International Arbitration Act (“IAA”) by the Ministry of Law in July and August 2009. The then draft Amendment Bill underwent a process of public consultation before being presented in Parliament on 14 September 2009. While the Amendment Bill has been passed, it is not yet in force. Once it comes into force, it will amend the IAA in the following three key areas: • Court-ordered interim measures in aid of foreign arbitration; • Clarifying that arbitration agreements may be electronic; and • Empowering the Ministry of Law to designate entities to authenticate “made in Singapore” arbitration awards.
Interim Orders in Aid of Foreign Arbitrations In Swift-Fortune Ltd v Magnifica Marine SA (2007), the Singapore Court of Appeal ruled that a Singapore court has no statutory power under the IAA to grant interim orders or relief to assist arbitrations conducted abroad, unless it involved a dispute that was justiciable in Singapore. To address this lacuna, Amendment Bill inserts a new section 12A that will give the Singapore courts power to grant interim orders in arbitrations held outside of Singapore. The section specifically provides that the court will be empowered to make such order whether or not it relates to a matter that is justiciable before a Singapore court. This amendment will bring Singapore in line with the position in the UK and New Zealand. The orders that may be made include orders to freeze the assets of parties. However, unlike the draft bill proposed during the public consultation, the Amendment Bill specifically omits reference to orders for discovery, interrogatories and security of costs. This is because these deal with procedural matters which are for the tribunal to decide, since they relate to the conduct of arbitration. The Amendment Bill also provides that the court will only grant interim orders in limited situations where the tribunal is unable to act effectively. Pursuant to public feedback, the Explanatory Statement of the Amendment Bill clarifies that this language would also cover the scenario where the foreign tribunal www.legalbusinessonline.com
has power to make an interim order, but that order cannot otherwise be enforced in Singapore apart from an application made under section 12A. It is worth noting that in NCC International AB v Alliance Concrete Singapore Pte Ltd (2008), albeit a case dealing with an arbitration conducted in Singapore, the Singapore Court of Appeal had made it clear that its powers to make interim orders should only be used in support of arbitration. This new sub-section inserted by the Amendment Bill reinforces this proarbitration approach. Finally, a new section 12A(3) has been proposed which clarifies that the court has discretion to refuse to exercise its power under the new section 12A if it considers it inappropriate to do so by virtue of the fact that the place of arbitration is outside Singapore or likely to be outside Singapore when it is designated or determined. This is an added safeguard to give the court sufficient flexibility to deal with complicated international disputes.
Alvin Yeo, Senior Counsel
New Definition of “Electronic Communications” Currently, section 2(1) of the IAA defines an “arbitration agreement” as an agreement in writing. The Amendment Bill modernises this definition to make it clear that Singapore recognises that an arbitration agreement can be contained in “electronic communications” such as electronic emails and electronic data messages. However, following public feedback, the Ministry of Law has clarified that this extended definition of “arbitration agreement” will not apply to Part III of the IAA, which deals with the enforcement of foreign arbitral awards. For such awards, the current definition of “arbitration agreement” will continue to apply to any arbitration agreement underpinning the arbitration which gave rise to the award. This is because the New York Convention does not have a modernised definition of an arbitration agreement.
Andre Maniam
that the awards be duly authenticated before allowing the awards to be enforced. Pursuant to the feedback received, the Ministry has clarified in the Amendment Bill’s Explanatory Statement that the authentication by designated entities is not mandatory and is not the sole means of authentication.
Authenticating Agents Under a new section 19C, the Minister for Law is empowered to designate entities to authenticate, on a non-mandatory basis, “made in Singapore” arbitration awards. At present, there is no public body in Singapore that can authenticate such awards. This has caused difficulties for some parties in enforcing their Singapore arbitration award overseas because some foreign courts require
Contact Partners Alvin Yeo, Senior Counsel Senior Partner Direct: +65 6416 8101 Email: alvin.yeo@wongpartnership.com Andre Maniam Head – Litigation & Dispute Resolution Direct: +65 6416 8134 Email: andre.maniam@wongpartnership.com
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FEATURE | foreign counsel in PRC firms >>
Portrait of a western lawyer in China More and more foreign lawyers are looking to Chinese law firms for employment. But what is life really like for a foreigner in a Chinese law firm? ALB takes a sneak peak behind the scenes
T
he burgeoning legal scene in China is attracting attention from foreign lawyers who are keen to be a part of the economic development of the nation. Traditionally, foreign lawyers have taken up positions in the China branches of international law firms. However, as some international firms struggle through the financial crisis and restrict recruitment, foreign lawyers are starting to look to Chinese
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law firms for employment. Mark Schaub, the first foreign lawyer to join King & Wood, landed in Shanghai in 1992. At the time he thought he would spend a year or two in China and ride out the recession before returning home to Australia when the economy recovered, but he never left. Cue forward to 2009 and Schaub has now reached a level that few other foreign lawyers ever reach: partnership at a Chinese law firm.
His endeavours in China have resulted in the publication of his first book: “China: The Art of Law – Chronicling Deals, Disasters, Greed, Stupidity and Occasional Success in the New China”. It’s a guide for the uninitiated foreign investor looking to do business in China and Schaub illustrates his lessons with examples of doomed ventures. However, his time as a lawyer at King & Wood is reportedly much less controversial. “Things are very similar [to foreign law firms]. A lot of partners at King & Wood used to work in foreign law firms in China or in foreign countries. The way they draft things and the way they do things in top-tier law firms is similar,” he says. ISSUE 6.12
FEATURE | foreign counsel in PRC firms >>
“Obviously it’s easier for Chinese people to become a partner in a Chinese law firm and that is an attraction for talented Chinese lawyers to join a domestic firm. Foreigners cannot legally become equity partners – so that may be a block for some” Mark Schaub, King & Wood Others have not had such a smooth transition. Working in any new jurisdiction will always be initially challenging as it requires a lawyer to navigate through a different legal system, but one foreign lawyer working in a top-tier law firm in Shanghai notes that it can be especially difficult in Chinese law firms. “Information is still power in a Chinese firm. If the partner shows too much of his hand, in the local way of thinking, he is now vulnerable because he has let all of his secrets out of the bag,” says a US lawyer, who declined to be named. However, the lawyer observed that new lawyers, whether they are juniors or foreign, are essentially left to fend for themselves. “The associate learns on his own, by observing and doing, but he’s not going to get a hand-out in terms of information or helpful mentoring,” he says. It is also essential for any foreign lawyer working in a Chinese law firm to have a good understanding of the Chinese language. “You don’t have to speak it but you have to be able to Mark Schaub King & Wood understand it. You may www.legalbusinessonline.com
get called into a meeting and no-one is going to translate for you,” says the US lawyer, at the same time pointing out that a lack of language skills may be overlooked if a lawyer has valuable transactional experience. Foreign lawyers seeking partnership also face some challenges in local law firms. “Obviously, it’s easier for Chinese people to become a partner in a Chinese law firm and that is an attraction for talented local lawyers to join a domestic firm. Foreigners cannot legally become equity partners – so that may be a block for some people,” says Schaub. Of course, his experience shows that it is not impossible to overcome the barriers to partnership – although this will differ depending on the size and type of the law firm. “I think China has a few big law firms which do things in a very organised way and there are many, many others which are very franchiselike in their operations,” says Schaub. “Even if they share an office space, individual practitioners have their own clients. So they share a platform rather than resources – in those firms it may be harder [to progress your career].” Even if partnership is not on the agenda for a foreign lawyer, working in a Chinese law firm can provide invaluable experience and a different view of how things may operate. “Working at King & Wood has been exciting because it has grown so much. You get to see how a law firm can develop really quickly,” he says. Schaub also notes that working for a Chinese law firm enables him to work with clients from all over the world. This differs from working at the China branch of an international law firm which may tend to focus on servicing clients from the jurisdiction in which its headquarters are based. With the increase in legal work flowing in and out of China, foreign lawyers with on-the-ground experience will be able to enrich their expertise and, of course, such unique experience helps to distinguish that lawyer from the next. “I am sitting on the other side of the table and enjoying a perspective that few American lawyers get a chance to experience,” the US lawyer explains. “So I am developing an insight into how the Chinese client thinks and how the Chinese attorney thinks. It’s an invaluable experience.” ALB
►► Do’s and Don’ts in a Chinese business setting – notes from a waiguoren
Do’s Take name card carefully with two hands, read it slowly The average Chinese will take your card with both hands study it intently before carefully placing it away. This is a show of respect
Make positive comments on China’s development As the Chinese are rightly proud of the recent rapid growth, this is a safe albeit slightly boring topic to comment on. Unlikely to generate the same level of excitement as Chinese food
Give presents The Chinese will often resist, but do not believe it. Gift giving is a favourite way to bring people together. Especially good is a present which has a connection to your home country and which ideally is expensive Speak some Chinese Easiest way to win the hearts and minds Praise Chinese food Nothing warms the heart of the Chinese more than a foreigner telling them how wonderful their food is – extra points for saying it is much healthier than Western food
Don’ts Stick chopsticks in rice Supposedly signifies death. It is unlikely to put anyone off too much, but then again, why do it? Grab a business card or put it directly in a pocket The name card symbolizes the person, so just thrusting this into your pocket hurts his feelings
+ Say how wonderful Japan is (if you are Japanese) Historical bad blood; invasions; World War II; Nanjing; lack of apologies – professing a love for Japan is an easy way to provoke a reaction Split the bill at dinner This is a really big no-no. If you invite everyone to dinner, you’d better make sure that you pay the bill. This can be a BIG TIME loss of face Discuss Taiwan independence Possible if you are with good friends and know what you are talking about, but better not. Very emotional topic – do not underestimate it. Look for a different way to break the ice Source: “China: The Art of Law – Chronicling Deals, Disasters, Greed, Stupidity and Occasional Success in the New China” Mark Schaub
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Market Data | M&A >>
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ISSUE 6.12
Market Data | capital markets >>
Equity Capital Markets TRANSACTIONS List China, Hong Kong Nov 4 - Dec 1 Issuer
Proceeds (USDm)
Issue Date
Currency
Bookrunner(s)
Sector
Financials
China China Minsheng Banking Corp
3891.9
11/18/2009
HKD
UBS, BOC International, China International Capital, Macquarie Securities, Haitong Securities
China Merchants Securities Co
1628.4
11/11/2009
CNY
Goldman Sachs Gao Hua, UBS
Financials
Longfor Properties
1049.1
11/12/2009
HKD
Citi, UBS, Morgan Stanley
Real Estate
Changjiang Securities Co Ltd
472.7
11/13/2009
CNY
Changjiang Securities, Essence Securities
Financials
Fantasia Holdings Group Co Ltd
410.1
11/18/2009
HKD
BOC International, China Intl Trust & Investment, Deutsche Bank, Goldman Sachs
Real Estate
Fujian Expressway Dvlp Co Ltd
356.8
11/26/2009
CNY
GF Securities
Industrials
Sany Heavy Equipment Co Ltd
309.7
11/18/2009
HKD
Hongkong & Shanghai Bank, Cazenove Asia Ltd
Industrials
China Gezhouba Group Co Ltd
300.9
11/9/2009
CNY
China Securities Co
Materials
Mingfa Group(International) Co
277.6
11/9/2009
HKD
Bank of America Merrill Lynch, Deutsche Bank, Bocom International
Real Estate Consumer Products and Services
Guangdong Haid Group Ltd
229.7
11/16/2009
CNY
GF Securities
Zhongli Science and Tecnology
225.7
11/12/2009
CNY
Guosen Securities
High Technology
China Forestry Holdings Co Ltd
200.3
11/24/2009
HKD
Cazenove Asia, UBS
Materials
Vtron Technologies Ltd
186.3
11/12/2009
CNY
CITIC Securities
High Technology
Yahgee Modular House
181.4
11/23/2009
CNY
China Jianyin Investment
Real Estate
Focus Technology Co Ltd
180.7
11/25/2009
CNY
Guosen Securities
High Technology
Henan Pinggao Electric Co Ltd
178.9
11/9/2009
CNY
Haitong Securities
Energy and Power
Guangdong Zhongsheng Pharm
161.2
11/27/2009
CNY
Bohai Securities
Healthcare
CPMC Holdings
160.0
11/6/2009
HKD
China International Capital, BOC International
Consumer Staples
hong kong CNPC(Hong Kong)Ltd
480.2
12/1/2009
HKD
Bank of America Merrill Lynch
Energy and Power
First Pacific Co Ltd
282.3
12/1/2009
HKD
Cazenove Asia, Credit Suisse, Hongkong and Shanghai Bkg
Financials
China High Precision Auto
148.4
11/6/2009
HKD
Daiwa Securities SMBC, Macquarie Bank
Industrials
66.8
11/16/2009
HKD
SBI E2-Capital Securities
Consumer Staples
China Tontine Wines Group Ltd
DEBT CAPITAL MARKETS TRANSACTIONS LIST China, Hong Kong Nov 4 - Dec 1 Issuer
Proceeds (USDm)
Issue Date
Currency
Bookrunner(s)
Sector
2929.6
11/18/2009
CNY
BOC International, Guosen Securities, China Development Bank, Southwestern Securities, China Merchant Securities, Shenyin & Wanguo Securities
Government and Agencies
China Telecom Corp Ltd
1464.9
11/16/2009
CNY
Bank Communications, Agricultural Bank of China
Telecommunications
Ministry of Railways (China)
1464.2
11/25/2009
CNY
Hongyuan Securities, BOC International, Everbright Securities, Guotai Junan Securities, Merchant Securities, Pingan Securities
Government and Agencies
Bank of Shanghai
732.5
11/17/2009
CNY
Hongkong & Shanghai Bank, Industrial & Comm Bank China, CITIC Securities
Financials
State Dvlp & Invest Corp
585.8
11/20/2009
CNY
Industrial & Comm Bank China
Financials
Oceanwide Real Estate Group
468.7
11/12/2009
CNY
China Securities Co
Real Estate
Jinjiang Intl Hldg Co Ltd
439.5
11/11/2009
CNY
Shanghai Pudong Development Bk
Media and Entertainment
Chong Qing Expressway
410.2
11/12/2009
CNY
UBS
Industrials
Sinochem Fertilizer Co Ltd
366.1
11/24/2009
CNY
UBS
Materials
Nan Tong State Assets Mgmt
336.9
11/13/2009
CNY
Pingan Securities
Financials
China Shipping Dvlp Co Ltd
292.9
11/26/2009
CNY
Bank Communications, China Merchants Bank
Industrials
Agile Property Holdings Ltd
292.7
11/4/2009
USD
HSBC, Bank of America Merrill Lynch
Real Estate
Jiangsu New Headline Dvlp
219.8
11/10/2009
CNY
Galaxy Securities
Financials
Zhejiang Commun Invest Grp Co
219.7
11/6/2009
CNY
China Everbright Bank
Financials
Xian Infrastructure Invest
219.7
11/12/2009
CNY
China Everbright Bank, Industrial Bank
Industrials
Heng Yang City Constr Invest
219.7
11/16/2009
CNY
Chinalion Securities
Real Estate
Tianjin City Commercial Bank
219.7
11/18/2009
CNY
BOC International
Financials
Beijing Energy Invest Hldg Co
219.7
11/20/2009
CNY
Shanghai Pudong Development,China Merchants Bank
Energy and Power
Wen Ling City Invest Dvlp
175.8
11/12/2009
CNY
Guotai Junan Securities
Financials
Heilongjiang Hecheng Constr
175.8
11/17/2009
CNY
China Securities
Financials
Shenyang New and High Tech
175.8
11/27/2009
CNY
Guotai Junan Securities
Financials
Anqing Urban Construction
175.7
11/25/2009
CNY
GF Securities
Industrials
Sinochem Corp
146.5
11/4/2009
CNY
Bank Communications
Energy and Power
Lin Hai City Constr Invest
146.5
11/6/2009
CNY
Credit Suisse Founder Sec
Industrials
Suzhou New District Hi-Tech
146.5
11/9/2009
CNY
Guotai Junan Securities
Real Estate
China Gen Tech(Grp)Hldg Ltd
146.5
11/17/2009
CNY
Bank Communications, China Everbright Bank
Consumer Products and Services
2614.6
11/10/2009
EURO
Calyon, Deutsche Bank, HSBC
Financials
444.8
11/4/2009
USD
Deutsche Bank Securities Corp, Barclays Capital, Citi, JP Morgan
Industrials
11/26/2009
HKD
HSBC
Energy and Power
China Ministry of Railways (China)
HONG KONG Hutchison Whampoa Intl (09) NCL Corp Ltd HKCG Finance Ltd
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Something for you to smile about. In-house VP Legal (15 yrs pqe) Hong Kong This is a wide ranging role to provide leadership and management to various departments including: compliance, legal and company secretarial, contracts, transactions and general support to the business. You need at least 3 years in a senior position of compliance/ legal/company secretarial/auditing for a well diversified corporate or Hong Kong Stock Exchange listed company. A thorough understanding of the entertainment, hospitality, leisure and/or gaming businesses is required. Only those with a high-level of integrity will be considered. Ref: 8454/CB Group Counsel (8-12 yrs pqe) Shanghai This is a pioneer role for a hands-
on professional who has the experience and communication skills necessary to establish new business in China. Work in the building and construction business unit of a well known MNC. Candidates need to handle commercial law matters and compliance issues. A key aspect to this position will be the ability to bridge US and China cultural differences. Ref: 8464/CB
Company Secretary Head (10 yrs exp) Beijing Do you have the experience
and integrity to lead a team and help this real estate company’s China expansion? Ideally, you have a background gained in the retail or property business. Solid corporate secretarial work experience is required. Only candidates who are truly bilingual in English and Mandarin will be considered. Ref: 8433/CB
GC (7-10 yrs pqe) Shanghai Act as a key member of management by applying your combined business and legal judgment to a host of corporate commercial matters within a mega corporation. This is a unique opportunity to join this global business in a high-stakes industry. Substantial PRC experience gained in-house and top international law firm training is required, along with strong exposure to complex corporate and joint venture issues. Previous experience prioritizing conflicting demands from multiple business clients in an extremely fast paced environment is needed. Must have fluent English and native level Mandarin with outstanding interpersonal skills. Ref: 8335/CB Regional Legal Counsel (6-10 yrs pqe) Hong Kong Join the wealth
management arm of this ultra famous financial firm. The incumbent should have in-house experience handling regional wealth management legal matters. In addition, you should be able to work independently and have the ability to read and write Chinese. This position will be reporting directly to the Managing Director. Excellent remuneration package. Ref: 8478/CB
Senior Compliance Professional (7 yrs pqe) Hong Kong Investment
banking focus working for a famous i-bank who is seeking a HK qualified lawyer. Sound knowledge in compliance is needed, and you should be very familiar with listing rules and security dealings in HK, which include sales & trading, capital markets and IPO matters. Mandarin language skills and overseas training/ education are highly desired. Ref: 8422/CB
Desk Lawyer (5 yrs pqe) Hong Kong An investment bank is looking for a legal
professional to join their team. Applicants should be able to handle complex derivative transactions and be familiar with ISDA, structured products, global capital markets, as well as have knowledge of Asian markets. Preferably, you have native English with fluent Mandarin and Cantonese. Ref: 8471/CB
Private Practice Corporate Partner Hong Kong This international law firm, servicing the
world’s most sophisticated financial structures, seeks an ambitious lawyer for its Hong Kong office. The ideal candidate for this role will have excellent academics, outstanding corporate experience and common law qualification. Fluent written and spoken Mandarin is needed. A book of business is desirable but not mandatory. Ref: 8470/CB
Singapore Qualified Lawyer (3-6 yrs pqe) Hong Kong Coming from a top
firm, you have Singapore qualification and an impeccable work history. The position is located in Hong Kong working in an eminent global law firm, and the role will involve a mix of corporate, finance and funds. Good English along with fluent Mandarin is a prerequisite. Opportunity for career growth. Ref: 8469/CB
Marketing & Business Development Manager Shanghai Wide reaching
position to handle a breadth of marketing and business development responsibilities for a European based law firm. Duties include but are not limited to: pitches, CRM, sector marketing, PR, events and branding. Experience in a law firm in China/Asia or one of the Big 4 would be a distinct advantage. Candidates should be commercially minded, motivated and have good organisational skills. Fluency in spoken and written English is crucial; Mandarin, French or German would be an asset. Ref: 8457/CB
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