China Legal Business 6.4

ISSUE 6.4

Coke, antitrust and the future

Why Coca-Cola’s failure is the antitrust lawyer’s gain

从可口可乐并购案看反垄断业务前景 收购汇源被否对律师业亦有正面效应

Making their mark

Singaporean firms fly under the radar

新加坡律所在华现状 在低调中稳步前行

Offshore firms head inland The need for a Greater China presence

CHINA

离岸法律服务提供商向大陆挺进 与国内客户保持有效沟通为成功关键

in-house survey 09 Revealed: the corporate lawyer’s GFC mindset

n DEALS ROUNDUP n LATERAL MOVES n IN-HOUSE VIEW n Regulatory UPDATES n UK, US REPORTS

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Partner Zhong Lun

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Director of Legal Office Shanghai China Telecom

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Editorial >>

Mastering the basics

T

he clearest message to emerge from the ALB In-house Survey 2009 (see feature p32-35) was that private-practice lawyers still had plenty of scope to fine-tune their offerings. In the eyes of the region’s corporate counsel, many external lawyers need to do some work on a number of key issues of which billing methods, responsiveness, timeliness and the quality of the advice delivered were the most frequently identified.

However, this is not to say that things haven’t improved. In-house lawyers roundly noted that their relationships with external lawyers were now more flexible; they were willing to offer fee reductions, explore alternative billings arrangements and even hold back on work, but for many they still come up short when it comes to the basics: timeliness, quality and the more mundane things, such as drafting and clarity.

When ALB China asked David Flavell, the Asia-Pacific GC for Danone Asia, what in-house lawyers had to do to make it through the down time, he noted that the task in hand was a demanding one: they must remain close to their companies’ pulse and understand it and the market within which it operates intimately. Tasks which, of course, are mandatory in the job description of every in-house lawyer, but have a tendency to be waylaid by the day-to-day pressures of managing the entire legal function of a company – sometimes on a shoe-string budget and with minimal resources.

This advice is indispensable to private-practice lawyers who wish to continue to attract and retain instruction from in-house lawyers, but in China there are other factors which also play a key role. China-based in-house counsel said cost is of vital importance, as is jurisdiction, with the majority choosing local firms for domestic work and their international counterparts for cross-border services to ensure “quality of service”, according to China Eastern Air Holding’s GC Guo Junxiu.

If the events of the past six to 12 months have demonstrated anything it is that as collective gazes become fixed on the bottom line or balance sheet, some law firms are inevitably drawn away from the fundamentals.

In the flight to cost cutting there is a very real danger that quality can be compromised.

IN THE FIRST PERSON “There is no point in keeping troubled investors in China.

Investors who can deal with their problems definitely would prefer to seek formal bankruptcy if they have the choice” Zhang Jiachun, East Associates (p14)

“The negative impact of the

global financial crisis may ironically turn out to be a catalyst in expediting outbound FDI as the cost of overseas acquisitions become cheaper to our PRC clients”

Loo Choon Chiaw, Loo & Partners (p36)

“We play a co-counsel role to

clients, therefore seamlessly working with all parties is extremely important”

Everton Robertson, Walkers (p40)

If the events of the past six to 12 months have demonstrated anything it is that as collective gazes become fixed on the bottom line or balance sheet, some law firms are inevitably drawn away from the fundamentals CHINA

2

ISSUE 6.4

CONTENTS >>

contents

ALB China issue 6.4

32

40

14 36

COVER STORY

32 ALB China In-house Survey 2009 We reveal what in-house departments demand from their external legal providers in the rarefied atmosphere of the global financial crisis

ANALYSIS

REGULARS

COMMENTARY

10 Talent war Departures from international to PRC firms increase as clients continue to make waves on the international stage

6 • • • • • • • • •

20 Regulatory Paul Weiss

12 Coke, antitrust and the future The decision to reject Coca-Cola’s purchase of the Huiyuan Juice Group represents a milestone in the development of Chinese antitrust 14 Runaways trigger more work New guidelines allow the authorities to pursue runaway foreign investors who flee overseas, but not everyone is happy with the new rules

•

NEWS Linklaters unveils Asia managing partner Freshfields partner promoted after deal loses fizz US firm opens two new offices in Greater China New Beijing Bar president elected Brazilian firms continue China push Shandong welcomes French vineyard Quartet enjoys intoxicating deal Corporate heavyweight is new Run Ming chief Loeb & Loeb takes advantage of bank’s misfortune White & Case lays off 200 lawyers

22 International tax Azure Tax 23 Singapore Loo & Partners

PROFILES 24 Kang Qiao 28 Kingfield

FEATURES 36 The Singapore connection Despite not being heralded as much as their international counterparts, Singaporean firms have made their mark on the mainland

21 Insurance Grandall

17 UK report 19 US report 25 M&A update 44 Sign off

40 Offshore firms head inland Increasing numbers of offshore firms are striving for a stronger Greater China presence as their business continues to flourish

4

ISSUE 6.4

CHINA

NEWS | deals >>

deals in brief

“The economic crisis can in fact open up a wealth of opportunities for Asia’s technology sector and stimulate innovation.

I think the successful establishment of this fund by strong industry leaders Daiwa Securities SMBC PI and Quantum Leaps is a vote of confidence [in] the sector as well as Asian business going forward” Koji Ishikawa, DLA Piper

| CHINA/JAPAN | ►► Daiwa Securities SMBC PI – Quantum Leaps fund formation US$300m Firm: DLA Piper Lead lawyers: Koji Ishikawa, Yang Du, Bryant Woo Client: Daiwa Securities SMBC PI and Quantum Leaps Corporation

• Fund has target of total subscription of JPY30bn and is scheduled to launch in June

| CHINA/TURKMENISTAN/ HONG KONG | Koji Ishikawa, DLA Piper

• Daiwa Securities SMBC PI and Quantum Leaps have set up a US$300m new growth fund aimed at investing in technology oriented companies with high growth potential in Asia • DLA Piper advised both Daiwa Securities SMBC PI and Quantum Leaps on fund formation, fund structure, documentation and regulatory issues • New fund will provide risk capital for emerging technology companies in Asian countries including Japan, China and India, focused on helping companies acquire

6

technologies and management skills from Japan while supporting Japanese companies to expand across the region

►► China – Turkmenistan gas pipeline project finance US$10bn

| HONG KONG/TAIWAN/US | ►►Goldman Sachs GDS offering US$52.8m Firm: Baker & McKenzie Client: Goldman Firm: Simpson Thacher Lead lawyers: Chris Lin, Blake Dunlap, David Lee, Rob Holo Client: Goldman Firm: Lee and Li Client: Gintech

Firm: King & Wood Client: Bank syndication

Firm: Allen & Gledhill Lead lawyer: Tan Tze Gay Client: OCBC

• King & Wood represented syndication consisting of several domestic banks, with Bank of China (Hong Kong) acting as the agent

Firm: Allen & Gledhill Lead lawyer: Cara Chan Client: The Bank of New York Mellon

• Loan facility of more than US$10bn granted to subsidiaries of CNPC for construction and operation of China – Turkmenistan gas pipeline project finance

• Deal involved Goldman Sachs being initial purchaser of the first GDS offering by an Asian issuer, and also first company to use new Taiwanese regulations that allow equity follow-on offerings to be no lower than 80% of local share trading price. Previous regulations had required no less than 90% ISSUE 6.4

NEWS | deals >>

• Allen & Gledhill represented OCBC in its offer to exchange outstanding 5% subordinated notes maturing in 2011 for 5.6% subordinated callable notes maturing in 2019 • Offer is first of debt securities that qualifies as regulatory capital and first to be cleared through The Central Depository

| CHINA | ►►NOVAST – Sino-Alliance International (SAIL) acquisition US$50m Firm: Zhong Lun Lead lawyer: Jeremy Dai Client: SAIL

►► YOUR MONTH AT A GLANCE Firm

Jurisdiction

Deal name

Value (US$m)

Deal type

Allen & Gledhill

Hong Kong/Taiwan/US

Goldman Sachs GDS offering

53

Equity

Appleby Spurling Bailhache

China/Hong Kong

Come Sure Group Hong Kong IPO

13

Equity

Baker & McKenzie

Hong Kong/Taiwan/US

Goldman Sachs GDS offering

53

Equity

Campbells

China/Hong Kong/US/ Cayman

Changyou IPO and Nasdaq listing

138

Equity

Clifford Chance

China/Hong Kong

Silver Base Hong Kong IPO

133

Equity

China/Hong Kong/ Indonesia

Pertamina refinery development finance

225

Finance

Commerce & Finance

China/Hong Kong/US/ Cayman

Changyou IPO and Nasdaq listing

138

Equity

Davis Polk & Wardwell

China/Hong Kong/US/ Cayman

Changyou IPO and Nasdaq listing

138

Equity

Fangda Partners

China/Hong Kong

Silver Base Hong Kong IPO

133

Equity

Gide Loyrette Nouel

China/France

Domaines Baron de Rothschild (DBR) – CITIC JV winery

n/a

Joint venture

China/Hong Kong/ France

Veolia Transport – Wharf Transport JV

n/a

Joint venture

• SAIL sold its controlling stake Jeremy Dai, in NOVAST to a Zhong Lun group of private equity funds for US$50m

Goulston & Storrs

China/Hong Kong/US/ Cayman

Changyou IPO and Nasdaq listing

138

Equity

• NOVAST is an international high-tech specialty pharmaceutical company

Jun He

China/Hong Kong

Silver Base Hong Kong IPO

133

Equity

King & Wood

China/Turkmenistan/ Hong Kong

China – Turkmenistan gas pipeline project finance

China/Hong Kong/US/ Cayman

Changyou IPO and Nasdaq listing

| CHINA/HONG KONG |

10,000

Finance

138

Equity

53

Equity

n/a

Joint venture

13

Equity

Lee and Li

Hong Kong/Taiwan/US

Goldman Sachs GDS offering

►► CITIC – SRE acquisition

Llinks

China/France

Firm: Paul Hastings Lead lawyer: Chau Ho

Domaines Baron de Rothschild (DBR) – CITIC JV winery

Loong & Yeung Solicitors

China/Hong Kong

Come Sure Group Hong Kong IPO

Lovells

China/Hong Kong

Silver Base Hong Kong IPO

133

Equity

Minter Ellison

China/Australia

Thomas Bryson ASX listing

5

Equity

Paul Hastings

China/Hong Kong

CITIC – SRE acquisition

Pinsent Masons

China/Hong Kong/ France

Veolia Transport – Wharf Transport JV

Shu Jin

China/Hong Kong

Simpson Thacher

Hong Kong/Taiwan/US

Stamford Law

China/Indonesia

China Sonangol – PT Pertamina and Exxon Mobil acquisition

Vinson & Elkins

China/US

Century Bridge Capital Xi’an residential estate investment

WongPartnership

China/Singapore

Allgreen Properties Tangshan joint bid

China/Singapore

Macquarie Fund Solutions fund establishment

China/Singapore Zhong Lun Zul Rafique and partners

Client: CITIC • Paul Hastings advised Chau Ho, CITIC Capital Paul Hastings China Real Estate Investment Fund III in its private investment in public entity investment in SRE Group, a PRC real estate company listed in Hong Kong

| CHINA/FRANCE | ►► Domaines Baron de Rothschild (DBR) – CITIC JV winery Firm: Gide Loyrette Nouel (GLN) Lead lawyer: Guillaume RougierBrierre Client: DBR

Guillaume RougierBrierre, Gide Loyrette Nouel

www.legalbusinessonline.com

Undisc.

M&A

n/a

Joint venture

Come Sure Group Hong Kong IPO

13

Equity

Goldman Sachs GDS offering

53

Equity

200

M&A

19

Equity

56

M&A

n/a

Equity

Raffles Education – Hefei Wanbo Education Management acquisition

30

M&A

China

NOVAST – Sino-Alliance International (SAIL) acquisition

50

M&A

China/South Korea/ Malaysia

Teratai Sanjung Holdings vessel acquisition finance

750

Finance

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

Please contact

alb@keymedia.com.au

61 2 8437 4700

7

NEWS | deals >>

Firm: Llinks Client: DBR

Firm: Pinsent Masons Lead lawyer: Peter Bullock Client: Wharf Transport

Firm: In-house team Client: CITIC • GLN team assisted DBR, Chateau Lafite’s parent company, on establishment of a JV with CITIC • Partnership will develop 25 hectares of vineyards in Penglai Peninsula, Shandong • Growing consumption of wine in China is expected to reach 1.1 billion bottles a year by 2011, double the figure of 2007

| CHINA/HONG KONG | ►► Silver Base Hong Kong IPO US$133m

| CHINA/INDONESIA | ►► China Sonangol – PT Pertamina and Exxon Mobil acquisition Firm: Stamford Law Lead lawyer: Yap Wai Ming Client: China Sonangol

Firm: Fangda Partners Lead lawyer: Luo Ke Client: Silver Base

Terence Lau, Lovells

Firm: Clifford Chance Lead lawyers: Amy Lo, Lina Lee Client: UBS Firm: Jun He Lead lawyer: Shi Tiejun Client: UBS • Lovells has advised on listing of Chinese liquor distributor Silver Base Group, raising US$133m (HK$1.03bn), joint-largest IPO in Hong Kong this year • Hong Kong Public Offering was 43 times over-subscribed allowing deal to be priced at top of range • UBS and BOCI Asia are joint bookrunners and joint lead managers of the listing

| CHINA/ HONG KONG/ FRANCE | ►► Veolia Transport – Wharf Transport JV

8

• Hong Kong Tramways boasts world’s largest operational fleet of double-decker tramcars

US$200m

Firm: Lovells Lead lawyer: Terence Lau Client: Silver Base

Firm: Gide Loyrette Nouel (GLN) Lead lawyer: Rebecca Silli Client: Veolia Transport

• GLN and Pinsent Masons both advised in transfer of Hong Kong Tramway, which saw Veolia Transport China and Wharf enter into a 50–50 partnership to operate Hong Kong Tramways

• China Sonangol International (S) Pte acquired a US$200m participating interest in CEPU oil and gas field in Indonesia operated by PT Pertamina and Exxon Mobil

| CHINA/US | ►► Century Bridge Capital Xi’an residential estate investment US$19m Firm: Vinson & Elkins Lead lawyers: David Blumental, Alan Bogdanow, Jay Hebert Client: Century Bridge Capital • US private equity David Blumental, fund Century Vinson & Elkins Bridge Capital invested US$19m in a middleincome residential estate project in Xi’an, China • Total deal size is US$41.4m

CHINA/SINGAPORE ►► Allgreen Properties Tangshan joint bid US$55.3m Rebecca Silli, GLN

Firm: WongPartnership

Lead lawyers: Vivien Yui, Tay Liam Kheng Client: Allgreen Properties

| CHINA/INDONESIA/ HONG KONG |

• WongPartnership acted for Allgreen Properties in its successful joint bid through its wholly owned subsidiary Jetson, together with subsidiaries of Kerry Properties, Shangri-la Asia and Kuok Brothers Sdn Bhd, for two sites in Tangshan City, Hebei, China

►►Pertamina refinery development finance

• Transaction value was close to S$83m (US$55.3m)

• Clifford Chance advised lenders on a US$225m financing Ting Ting Tan, for refinery Clifford Chance development

by Pertamina, Indonesia’s stateowned oil & gas company

| CHINA/SOUTH KOREA/ MALAYSIA | ►►Teratai Sanjung Holdings vessel acquisition finance US$750m Firm: Zul Rafique and partners Lead lawyers: Nik Azli Abu Zahar, Fuzet Farid Client: Teratai Sanjung • Teratai Sanjung Holdings acquisition finance of 20 vessels constructed by Korean and Chinese shipyards • ZFP firm involved in structuring, financing and negotiating documents

US$225m Firm: Clifford Chance Lead lawyer: Ting Ting Tan Client: Lenders

• Team led by partner Ting Ting Tan advised BNP Paribas, The Hong Kong and Shanghai Banking Corp and The Sumitomo Trust & Banking Co on financing

| CHINA/SINGAPORE | ►► Macquarie Fund Solutions fund establishment Firm: WongPartnership Lead lawyer: Low Kah Keong ISSUE 6.4

NEWS | deals >>

| CHINA/AUSTRALIA | ►► Thomas Bryson ASX listing US$4.9m

Firm: Minter Ellison Lead lawyer: Jennifer Tobin Client: Thomas Bryson International • Listing of Jennifer Tobin, China-based Minter Ellison Thomas Bryson International on the ASX is first listing on Adelaide registry of the Australian Securities Exchange since February 2008 • Given uncertain economic climate, Minters hailed listing as a “remarkable accomplishment” • Thomas Bryson has acquired the global fabric manufacturing business of Don Dragon Group

| CHINA/HONG KONG/US/ CAYMAN | Client: Macquarie Fund Solutions • Macquarie Fund Solutions in connection with its application to the Monetary Low Kah Keong, Authority of WongPartnership Singapore for recognition of one of its subfunds known as the Macquarie Fund Solutions – Macquarie And Rogers China Agriculture Fund; and its proposed offering of the fund to the retail public in Singapore

| CHINA/SINGAPORE | ►► Raffles Education – Hefei Wanbo Education Management acquisition US$29.71m Firm: WongPartnership Client: Raffles Education • WongPartnership advised Raffles Education through its subsidiaries in China as part of the investor group comprising Raffles Education (99%) and Shanghai Shengxin Commercial Consulting(1%), to www.legalbusinessonline.com

acquire the entire share capital of Hefei Wanbo Education Management • Transaction value was close to RMB208.5m (US$29.71m)

| CHINA/HONG KONG | ►► Come Sure Group Hong Kong IPO US$12.9m Firm: Appleby Spurling Bailhache Client: Come Sure Group Firm: Loong & Yeung Solicitors Client: Come Sure Group Firm: Shu Jin Client: Come Sure Group • Come Sure Group, a manufacturer of paperboard and packaging products, has commenced IPO in attempt to raise HK$91.7m • It currently has three production plants in Shenzhen, with an annual production capacity of 284 million square metres of corrugated paperboards and 250 million pieces of corrugated carton for packaging)

►► Changyou IPO and Nasdaq listing US$138m Firm: Davis Polk & Wardwell Lead lawyer: James Lin Client: Bookrunners Firm: King & Wood Client: Underwriters Firm: Goulston & Storrs Client: Changyou Firm: Commerce & Finance Client: Changyou Firm: Campbells Client: Changyou • Davis Polk & Wardwell advised Credit Suisse and Merrill Lynch, Pierce, Fenner & Smith as joint bookrunners and representatives of underwriters of offering by Changyou.com and its parent, Nasdaq-listed Sohu • First initial public offering on Nasdaq and only second initial public offering in the US this year • Beijing-based Changyou is a leading online game developer and operator in China, focusing on popular multi-player online roleplaying games

news in brief >> US loses China IPR dispute The WTO disputes settlement body recently rejected the majority claims raised by the United States Trade Representative, which challenged various aspects of China’s IPR enforcement system. The PRC Ministry of Commerce noted that the rulings exemplify a “broad affirmation of China’s efforts to protect IPR”.

King & Wood advised the Chinese Government in the dispute and the firm has been at the forefront of PRC firms litigating WTO dispute cases.

金杜协助商务部解决中美知识 产权WTO争端案 WTO争端解决机构会议审议通过了中美 知识产权ＷＴＯ争端案专家组报告。商 务部表示，专家组报告驳回了美方的绝 大部分主张，广泛地肯定了中国的知识 产权制度。 在此次争端案中，金杜律师事务所为中 国政府提供法律顾问服务。在 WTO 纠纷 诉讼领域，金杜走在中国律师事务所的前 列。在中国作为原告或被告的所有 WTO 纠纷中，金杜代表中国政府处理仅半数 的案件，还曾代理数十宗中国作为第三 方的案件。

Cordells joins Minter ellison Minter Ellison has absorbed Hong Kong-based firm Cordells to broaden its projects practice and meet an expected rise in infrastructure work.

Cordells, a boutique property and real estate firm, will join Minters’ Hong Kong Asian projects and construction practice.

Minters’ Hong Kong managing partner, Sam Farrands, said Sam Farrands the Hong Kong Minter Ellison government’s budget confirms growth in infrastructure investment and particularly ‘green’ projects.

铭德吸纳香港本土事务所

铭德律师事务所兼并香港本地的 Cordells 律师事务所，旨在扩充工程项目法律服务 团队，满足将来基础设施工程领域的业务 需求增长。 Cordells 是一家小型不动产和房地产事 务所，有两位律师和两位文员，将于四月 加入铭德香港办事处的亚洲项目和建筑业 务团队。鉴于政府近期积极推动该地区的 基础设施建设，两家事务所合并后，将更 好的满足相关业务需求。 铭德香港办事处管理合伙人Sam Farrands 表示，在基础设施投资，尤其 是“绿色环保”项目领域，香港政府的预 算定会增长。

9

NEWS | analysis >>

Analysis

Talent war: Inside out As their clients romp across the world economic stage, PRC firms continue to lure lawyers from international firms to act on their growing cross-border workload

I

n the past few months, the trickle of experienced lawyers moving from international to local firms has become a stream. The willingness of these lawyers to shift their loyalties speaks volumes, and the rollcall of some of those who have made the move is indicative of the aspirations of the firms and individuals alike.

Llinks lured Robert Xia from Clifford Chance; Shanghai-based MWE China Law Offices has netted three lawyers from major international firms for its partnership – Helen Zhang, Henry Chen and Joseph Zhou; and Beijing-headquartered Longan recently announced its hiring of renowned American criminal defence lawyer Alan Ellis as a foreign legal counsel. Other firms, including Run Ming, Yao Liang and Deheng (Shandong), have also welcomed some new faces.

10

Leading players in the industry see it as an indisputable trend. Many lawyers at international firms currently feel uncertain about their prospects as they see their peers at other firms in Asia and overseas shown the door. So a number of them are now planning to move either in-house or to local firms, according to Charles Lee, a legal recruitment agent from Antal International in Beijing.

“Internal politics somehow are more obvious in this period,” Lee says. “The move normally happens among senior lawyers. They move to local firms to work as partner. One reason for this is that not many PRC lawyers can achieve a promotion to equity partner in foreign law firms and the other reason is they won’t be working under international firms’ global policy.”

Domestic firms’ rise to prominence is also a determining factor. Increasing

numbers of PRC firms now have better access to high-quality clients due to the gloomy global conditions. “Quality lawyers moving from international firms to local ones is definitely a marked trend at present,” says Frank Zhang, senior partner at Longan, a firm which already has foreign legal consultants. “They may have more opportunity to lead local firms than international firms, as a growing number of Chinese companies are seeking outbound deals that require international legal expertise. Some of them even earn more at leading local firms than working in international ones. Another three foreign lawyers are currently negotiating to join us.”

Progression

Generally speaking, international firms are still a step ahead in creating ISSUE 6.4

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and maintaining their management structures. They have established good reputations, provide more opportunities for exposure to high-end transactions and offer regular training programs that may be of benefit to lawyers in fostering their careers. However, Chinese lawyers often feel they have less freedom to develop and progress professionally in international firms.

“It is nothing related to discrimination,” says Martyn Huckerby, a partner at Mallesons Stephen Jacques’ Shanghai office. “But it may take more time for Chinese lawyers to get partnership in international firms due to their different business models and the shorter time generally required to be promoted to partner in many local PRC firms.”

For the talented who are able to transcend current market weakness, it is not difficult to make the move and there is much to be gained from switching from firm to firm. Ding Zhenyu, who went from Dewey & LeBoeuf’s Hong Kong office to the partnership of Run Ming’s Shanghai office early this year, told ALB China: “Partnership at Run Ming was one of the major reasons driving me to move. But in Hong Kong I learned a lot while working for Simmons & Simmons and Dewey & LeBoeuf.”

Lack of international experience However, while much of the legal market is constrained by reduced

►► international to domestic: Lawyers who have made the move so far in 2009 Name

Leaving

Going to

Practice

Position

Location

Robert Xia

Clifford Chance

Llinks

Banking, finance, M&A

Counsel

Shanghai

Helen Zhang

WongPartnership

MWE China

Insolvency, IP, M&A, real estate

Partner

Shanghai

Henry Chen

Baker & McKenzie

MWE China

Insolvency, IP, M&A

Partner

Shanghai

Joseph Zhou

Heller Ehrman

MWE China

IP litigation

Partner

Shanghai

Ding Zhenyu

Dewey & LeBoeuf

Run Ming

M&A, finance

Partner

Shanghai

Eliot R Clauss

US Court of International Trade

Yao Liang

M&A

Consultant

Shanghai

Liu Jiqing

Butzel Long

Deheng (Shandong)

M&A

Consultant

Beijing

Kathy Yang

O’Melveny & Myers

Run Ming

M&A, corporate

Partner

Beijing

demand, there are a few local PRC firms in which the shortage of skilled legal professionals and practitioners with international expertise continues to be an issue.

“There is still a shortage of good candidates with enough skills to meet high-end clients’ demand. I feel that there are not many local trained lawyers who can really be called high-end legal professionals,” says Li Zhiqiang from Jin Mao Partners.

Zhu Linhai, managing partner of AllBright, agrees. “Local firms generally don’t have much problem handling deals. However, when it comes to the high end of the market, many may feel pressure when providing

services in foreign-related corporate work, arbitration, and cross-border M&A,” he says.

Having perceived their weaknesses, Chinese firms have tried to strengthen their position using a wide range of strategies that include attending international seminars about legal issues that are of concern to them, consulting foreign legal specialists, and visiting and associating with international firms. Even so, such strategies are no longer sufficient in a market that is still expanding rapidly. Procuring quality lawyers from international firms is the quickest and most effective way for local firms to enhance their presence in the upper echelons of the market. ALB

经济放缓加速法律人才加盟本地所 过

去数月中，诸多曾在国际律所执业的律师纷纷 转投本土律所。在当前经济形势下这些,本土律 所更显其对法律人才的吸引力，意义非同一般。新近 加入本土所的律师们对其它事务所和同类律师采取类 似行动具有重要示范意义。上海通力律师事务所近期 吸收高纬绅的夏旭律师加入；上海元达律师事务所从 国际所网罗三位律师，任命为合伙人，分别为：陈立 彤、张海晓与周孜冶；北京隆安律师事务所近日宣 布，聘请著名美国刑事诉讼辩护律师 Alan Ellis 担任 外国法律顾问。包括润明、耀良和德衡在内的其它律 所亦欢迎在国际所有工作经验的律师加入。 业内人士称，这是毫无争议的趋势。面对亚洲和海 外其它同行举步维艰的窘境，一些在国际律所工作的 律师对自己的前途忧心忡忡，无法确定经济危机的影 响何时会波及自身。据北京 Antal International的法律 人才招聘专业人士 Charles Lee 透露，众多律师现正 计划转投企业内部律师职位或加入本土律所。Lee 表示：“在当前时期，一些国际律所内部矛盾更为明 显。人才流动多出现在高级律师之中。他们希望转 投本土事务所，担任合伙人。原因一方面在于，很 少有中国律师能在外国律师事务所被晋升为持股合 伙人; 另一方面，有些中国律师不愿意在跨国事务所 全球政策的约束下工作。” 国内事务所在市场上的影响力日渐突出亦是促使

www.legalbusinessonline.com

国际律师决定跳槽的原因之一。越来越多的中国律 所在为全球性的优秀客户提供复杂的法律服务。已 经聘请外国法律顾问的隆安律师事务所高级合伙人 张曙光表示：“目前，跨国事务所高水准律师转投国 内所绝对是行业内的标志性发展趋势。随着越来越 多的中国企业寻求海外交易机会，必然需要跨国法 律专业能力，这些律师将获得比在国际律所更多更 好的工作机会，带领本土律所扩展新业务。有些律 师在加入国内律所后的业务收入甚至高于在国际所 的收入。目前，又有三位外国律师正与我们协商， 有意加入隆安团队。”

管理水平逐步提高

一般而言，在制定并维系管理层架构方面，国际所仍 保持领先。他们不仅能为律师提供更多参与重大交易 的机会，并且定期提供系统培训课程，促进律师的专 业发展。不过，在国际所工作常令中国律师感到缺乏 职业发展的自由度。万盛律师事务所上海代表处合伙 人 Martyn Huckerby 认为：“这与歧视毫无关系。由于 中外律所的业务模式不同，在本土律所律师晋升为合 伙人所要求的时间普遍较短，而中国律师晋升为国际 律所合伙人则需要较长的时间。” 对于业务表现受当前经济形势影响较小的律师而 言，转投其它事务所并非难事。通过转投事务所，这

些律师可获得较大收益。今年初，丁震宇离开杜威路 博（Dewey & LeBoeuf）香港办事处，成为润明上海 办事处合伙人，他透露：“能够成为润明的合伙人是 我转投该所的主要原因之一。但在香港期间，在西 盟斯和杜威路博的工作经验令我收获颇丰。”

国际法律专才仍然短缺

由于市场需求下降，很多国际律所的业务发展受到抑 制，但对部分本地所而言，缺乏具备跨国法律专业能 力的高水准律师人才仍是亟待解决的问题。 上海金茂凯德律师事务所的李志强律师指出：“在特 定专业领域能满足高端客户要求的人才在国内律所中 仍然短缺。我深感只有很少一部分本地律师能真正被 称为高水准国际法律专业人才。”锦天城律师事务所高 级合伙人朱林海对此有类似观点，他认为：“一般情况 下，本地律所处理交易项目没有太大问题。不过，在 面向高端市场时，特别是在涉及境外公司事务、仲裁 和跨境并购领域时，很多事务所会感到压力。” 在发现自身弱点之后，一批中国律师事务所正努力 借助各类发展战略，巩固市场地位，包括参加与业务 相关的法律领域国际研讨会，咨询外国法律专家，以 及访问境外律师事务所并与之建立业务联合。但对于 想要加速向高端国际市场拓展的本地律所而言,从国际 律所招聘高水准律师是最快速并行之有效的方式。

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NEWS | analysis >>

Analysis

Coke, antitrust and the future ALB China looks at the repercussions of the first deal to be blocked under the new Anti-Monopoly Law

F

ew transactions have been as widely debated and talked about in the legal sector as the failed acquisition of China Huiyuan Juice Group by the Coca-Cola Company.

If it had been approved, the proposed US$2.4bn acquisition would have been the largest takeover of a domestic company by a foreign entity. However, it in fact became the first transaction blocked under the new Anti-Monopoly Law (AML).

“This is the first time MOFCOM has denied antitrust approval of an acquisition, so naturally it has raised a lot of attention from the public and business community,” says Zhan Hao, managing partner of Grandall’s Beijing office. “There are grave concerns about this decision, mainly because the reasonings in it were very general, and the transaction involved a well-known multinational company and a famous national brand.”

Despite these concerns, the majority of AML and competition lawyers believe the decision marks the coming of age of the AML practice in China.

Defending the decision

Regardless of the final outcome, lawyers have noted the beneficial results of the procedure and the process of MOFCOM’s review.

“In reviewing this transaction, MOFCOM has followed the rules they set up, in terms of the procedure.

The process is more transparent and involved more communication.

To me, that’s one good sign,” says David Blumental, a partner with Vinson & Elkins in Shanghai.

“Antitrust is a very complicated area of the law, involving detailed economic analysis, so a high level of communication is required in order to ensure that the regulators can review a transaction properly.”

Some media reports said the decision 12

indicated the country was closing the door to foreign investment, but DLA Piper’s Asia head of competition practice, David Cox, says it is difficult to be absolutely sure because the decision was very brief and certain things are still not clear.

“Many of the comments made in the press are either being misconceived or unfair. To be able to make fair comments, one has to be very reserved,” Cox says, pointing out that the rulings adopted by MOFCOM on Coca-Cola’s

acquisition of Huiyuan look very similar to a decision made previously

by Australia’s competition authority. In 2003, the Australian Competition and Consumer Commission (ACCC) opposed the acquisition of Berri Limited by Coca-Cola Amatil, the Australian CocaCola bottler and partly-owned affiliate of The Coca-Cola Company.

In both cases, a major concern of the regulators was that Coca-Cola would have gained the ability to leverage a dominant position in the carbonated soft drinks market into the juice market.

“Whether the ruling is valid or not is impossible to see at the moment, due to the short nature of the decision,” Cox says. “However, this type of merger… is the type of situation that has raised difficult competition issues in other jurisdictions, such as in Australia and the EU. This will always be a difficult case and the reasonings adopted by MOFCOM are classic reasonings of competition authorities with similar cases around the world.

“It clearly shows that AML and competition law in China has come of age. MOFCOM is acting very much in a way the ACCC would act in Australia, the European Commission in the EU and the FTC in the US. They all have extensive powers and they are using them,” he adds.

In addition, the decision indicates that solutions or remedies were discussed between Coca-Cola and MOFCOM. Although the remedies proposed by Coca-Cola were considered by MOFCOM as insufficient, some industry observers have suggested it was pragmatic to try to find solutions – an encouraging sign for foreign investors.

Not a bad thing

While lawyers are confident that the Coca-Cola/Huiyuan ruling will not directly affect future M&A, in ISSUE 6.4

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terms of foreign investors’ interest in making acquisitions in China, the unpredictability of the AML enforcement may make it difficult for legal advisors to provide precise advice and consel to clients.

“As MOFCOM only needs to publish decisions of rejection and conditioned approval, we don’t know much about the approved deals. So we can’t study them and understand the implementation of the new law better, in order to help clients accordingly,” says Peter Wang, a partner at Jones Day in Shanghai.

Nevertheless, many said the lessons that can be drawn from both the Coca-Cola/Huiyuan and InBev/ Anheuser-Busch decisions would help to stimulate more legal work.

“Foreign investors won’t give up their plans to acquire companies in China due to this ruling or [the] increasingly sophisticated legal environment. But they will think twice before starting a deal, particularly for multinationals, who have large market share in certain markets or have important

brand names that are well-known in China and worldwide,” Wang says.

“Potential acquirors will seriously consider if it is worth trying to do M&A deals in China in related product areas.

From now on, multinationals and other investors will have to look more seriously into the AML and competition

“Antitrust is a brand new practice area for all PRC firms. It is a complicated area and sets a high threshold for lawyers to enter, but it offers… great prospects for growth” zhan Hao, Grandall issues before they start a deal, and need to be prepared for different possibilities – such as no antitrust approval or delays in approvin – in the planning a transaction.”

With the emergence of AML and competition legal practices in China, international firms have geared up to make a mark in the new market. They

are increasing their capabilities by relocating experienced lawyers from UK or US offices and promoting local talent to partner.

“Antitrust is a brand new practice area for all PRC firms. It is a complicated area and sets a high threshold for lawyers to enter, but it offers local firms great prospects for growth,” Zhan says. Although international firms have natural advantages in this area at the moment, he believes PRC firms will play an increasingly important role in advising on merger control matters in China.

Zhan also noted that PRC firms can provide a wider range of antitrust and competition legal services in China than their international counterparts.

“Advising on matters related to merger control will be only one part of the antitrust practices at PRC firms.

We are also developing expertise and resources in private antitrust litigation, dominance and abusive conduct inquiries and IP-related unfair competition cases,” Zhan says. ALB

可口可乐并购案被否预示“反垄断”时代到来

上

月，商务部根据中国反垄断法作出禁止可口 可乐公司收购汇源果汁集团的裁决, 引起了社 会各界的广泛关注，也在法律界内引发了热烈的讨 论和学习。 可口可乐收购汇源的此桩交易总额达179亿港币（ 约合24亿美元），如果成功获批将成为国内迄今为止 最大一笔外资收购内资企业控股权的交易。这也是自 2008年8月1日《反垄断法》实施以来，首个未获商务 部审查通过的经营者集中申报案例。 国浩律师事务所北京办公室管理合伙人詹昊说：“ 此次交易为第一个在反垄断法下被商务部否决的并 购交易，是中国走向实施反垄断法的标志性事件。 同时它涉及全球知名品牌，著名民族品牌， 以及外 资并购等问题。 该并购案存在很多新闻点和法律难 点，因此在律师界引起激烈讨论，并成为国内外舆 论关注的焦点。” 一时间，国内外媒体对可口可乐并购汇源是否会造 成市场垄断的看法可谓是众说纷纭。国内有专家和学 者认为商务部决定理由不充分、不合适；国外媒体大 多认为商务部的决定非明智之举，一些媒体指出可口 可乐成中国贸易保护牺牲品，另外一些则预测中国将 对外资并购关上大门等等。 然而，法律界对此事件的思考却显得更加冷静和深 入。大部分律师认为这标志着中国反垄断法已经开始 发挥作用，对未来关键性行业的并购约束开始加大。 由此，企业和境外投资者对中国反垄断法法律服务的 需求将进一步增强。

律师为裁决辩护

尽管业内普遍认为商务部的决定存在一定法律瑕疵， 但很多律师亦持肯定看法。文森•艾尔斯律师事务所上 海合伙人张清彦就表示，商务部在整个审查过程中的 专业表现值得称赞。 张清彦说：“商务部在此次审查工作中严格按照 以前的相关法律法规的规定进行。审查过程和信息 公开较以前更透明化，并且听取了各有关方面的意 见，这是一个好迹象。反垄断审查是一个非常复杂 www.legalbusinessonline.com

的专业领域，交易双方与监管机构之间的充分交流 沟通至关重要。” 针对某些国际媒体做出的“收购汇源案被否是中国贸 易保护和外资在华政策变化的体现”的解读，律师们认 为这种评论是很偏激的也是没有理论基础支持的。 欧华律师事务所亚洲区反垄断法和竞争法业务部主 管David Cox认为，由于商务部公布的裁决非常简短， 因此不可能对某些问题轻易定性。 Cox同时指出，商务部此次的决定与澳大利亚监管 机构此前做出的一个裁决非常相似。2003年11月， 澳大利亚竞争与消费者保护委员会（ACCC）发布 公告，否决了可口可乐Amatil公司收购澳大利亚最大 果汁生产商Berri公司的交易申请，理由是：碳酸饮 料和果汁饮料为“互补”的关联产品，并购后将发生“ 传导效应”（conductivity principle），可口可乐有动 机和有能力利用自身的市场支配地位，增加Berri的 果汁销售，并且通过其他非食品店渠道销售Berri果 汁，具有排除或限制竞争的效果，会减少消费者的 选择。在这两桩案例中，“传导效应”都成为并购遭否 决的主要理由。 “可口可乐主导的这种并购交易涉及很多法律难点和 复杂经济分析，不论是在澳大利亚、欧盟或是美国， 处理这种并购案的反垄断审查，都将对监管机构提出 很大的挑战，” Cox说。 “商务部的此次裁决是中国反垄断法执法发展过程 中的新里程碑。商务部和欧美国家的反垄断法执法 机构一样，都拥有巨大的权利，也正在开始行使这 种权力，”他说。 此外，一些业内人士还指出，在审查过程中商务部 曾希望可口可乐和汇源作出承诺，消除可能排除、限 制竞争的负面影响，并与可口可乐公司进行了多轮商 谈，向可口可乐公司明确指出此项收购的各项竞争问 题，要求其在限定期限内提出解决方案，比如在收购 中将“汇源”品牌排除在外。虽然可口可乐公司提出的 解决建议未能消除商务部的顾虑，律师们表示，商务 部表现出来的寻求解决方案的积极性可能对国际投资 者是一个好消息。

反垄断法担忧并非坏事

律师们都表示禁止可口可乐收购汇源的决定不会直接 影响到未来的并购市场，相反，很可能会促进在中国 的反垄断法业务发展。 众达律师事务所上海代表处合伙人Peter Wang 说：“境外投资者不会因为这一裁决或日益复杂的 法律环境而放弃其在国内的收购计划。但他们将三 思而行，特别是那些希望收购知名中国公司的大型 跨国企业。” “有意进行此类交易的外商企业将认真考虑是否值 得尝试并购在相关产品领域的目标公司。从现在起， 跨国公司和其他投资者将不得不更严肃地对待中国 的反垄断和竞争问题。在他们开始启动交易前，需 要做更多详尽调查和准备工作，其中包括大量专业 法律支持，并针对可能的审批结果而制定多种交易 结构。”Wang说。 为积极应对将要产生的法律服务需求，国际律所 已经开始通过各种方式为中国区代表处增强处理反 垄断法事务的专业能力和人力资源。例如，在可口 可乐并购案中代表汇源的富而德律师事务所，近日 晋升位于北京的反垄断、竞争和贸易法资深律师韩 亮为合伙人。 与此同时，国内律师事务所也正在积极加强他们的 反垄断法和竞争法的专业知识和技能，希望能够在这 个新兴市场占有一席之地。 詹昊表示：“反垄断业务在国内律所中是一个全新 的领域。同时，这是一个非常复杂的领域，有很高 的门槛。但是，这方面的业务增长前景相当可观。” 虽然国际所在这个领域有先天的优势，但詹律师认 为，国内律将有更大发展空间。他指出，相对于外国 律师同行而言，国内律师可以提供更广泛的反垄断和 竞争的法律服务。 “代理客户处理并购案中涉及的申报和反垄断审查 仅仅是我们希望发展的业务中的一部分。我们也在努 力加强处理反垄断诉讼，滥用市场支配地位和与知识 产权相关的不正当竞争案件的专业团队。”

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Analysis

Runaways trigger more work Guidelines recently issued by four government ministries allow Chinese parties to pursue cross-border foreign investors who flee the country to escape failed business investments and debt

H

it by a slowdown in manufacturing due to the global downturn, China has seen a number of foreign investors shutter their factories and vanish, leaving behind unpaid workers, unpaid social insurance, unpaid taxes, and worried local and national officials.

To prevent this abrupt withdrawal of foreign investment, at the end of 2008 four government ministries – the Ministry of Commerce, Ministry of Foreign Affairs, Ministry of Public Security and Ministry of Justice – jointly issued guidelines snappily entitled Working Guidelines on Cross-border Pursuit of Liability and Initiation of Legal Action by Relevant Interested Parties in Connection with Abnormal Withdrawal from China of Foreign Investors to help hunt down runaway foreign investors.

The effect of the new guidelines has no doubt been noticed by China’s foreign investors and their lawyers. Investors are likely to become more cautious when withdrawing now, as doing so in ways that contravene the guidelines could result in being added to a blacklist that prevents further investment in the country. Lawfully dissolving these Chinese companies is now the most attractive solution for foreign investors seeking to repatriate their assets while not jeopardising a future return.

Consulting work sees increase

The government’s determination to stop illegal withdrawals is shown in such guidelines. And the document has sent a warning to foreign investors rather than penalising them.

Wang Hao Investors that have a RayYin & Partners long-term plan and global 14

ambitions cannot afford to ignore the China market. “The guidelines remind people of the availability of such means, while discouraging foreign investors who are considering the option of abnormal withdrawal,” said Wang Hao, a Beijing-based partner with RayYin & Partners. “But for those which do have difficulties in surviving the crisis, to shut down is the only option. The guidelines lead them to leave legally and bring more consulting work to us.”

Companies in service sectors, especially IT, are in the most difficulty, according to Wang.

“Small to mid-sized companies are more vulnerable in the storm than multinational companies, which usually have a prudent management system. Most of our consulting work is

from them because they usually don’t have sizable in-house teams in charge of legal work,” she says.

Charles Guan, managing partner of Grandall Legal Group’s Shanghai office, says his firm is now helping some Japanese and American clients to shrink the size of their investment, while a few European companies are enquiring about the cost of legal services with regard to withdrawal under the new guidelines. “On the whole, the total volume of work has increased significantly, but the entire value of the work does not increase proportionally – companies considering withdrawal are usually in financial difficulty and so have very limited budgets for legal matters,” he says.

ISSUE 6.4

NEWS | analysis >>

Weary companies in dilemma

Unlike other countries, such as the US and Canada, the dissolution process for a company in China can be complicated and lengthy. No formal statistics detailing the unlawful withdrawal of foreign investment have been available until now. Even so, the issuance of the guidelines has come

“Small to mid-sized companies are more vulnerable in the storm than multinational companies, which usually have a prudent management system” Wang Hao, rayyin & partners under fire from both foreign investors and lawyers.

“It may take about four to six months for investors who have sound taxation records and no unpaid wages or debt to complete the whole withdrawal procedure,” says Qiu Yuxia, managing partner of Deheng in Beijing. “For a troubled company, it is not financially viable to wait such a long period of time.

But if the company skips some steps of the procedure, it is very likely that it may be placed on an unwritten blacklist and will find it virtually impossible to invest in China again in the future.”

But some international companies may have already tired of the long withdrawal procedure.

Carl Cheng, a partner Carl Cheng Freshfields with Freshfields, says he had a client in such a case. His client, the global CEO of a US-headquartered multinational company, said he would not consider investing in China until the withdrawal procedure is simplified.

Many legal academics think the withdrawal procedure should be shortened. Zhang Jiachun, a partner with Beijing firm East Associates, says: “There is no point in keeping troubled investors in China. Investors who can deal with their problem definitely would prefer to seek formal bankruptcy if they have the choice.

Foreign investors may return once the economic climate goes better.” ALB

news in brief >> Herbert smith strengthens HK office Herbert Smith has secured the services of Michael Barker, who is expected to join the firm’s HK office as a partner in May. Barker, a finance partner who focuses on restructuring and insolvency work in Hong Kong, will join from offshore firm Appleby, where he had been a partner since 2006. Prior to that he was also a partner and regional practice group head at Freshfields.

Herbert Smith said Barker will work closely with HK-based finance partner Alex Aitken and the firm’s HK and China dispute resolution practice to launch a restructuring and insolvency practice in the region.

史密夫将在香港开展重组和清算业务

史密夫律师事务所成功吸引 Michael Barker 加入其香港 办公室担任合伙人。 Barker 是金融业务合伙人，擅长香港地区的重组和清 算业务。加入史密夫之前，他自2006年在离岸律师事务 所 Appleby 担任合伙人。此前，Barker 还曾在富而德律 师事务所担任合伙人和地区业务团队主管。 据史密夫透露，Barker 将与香港金融业务合伙人 Alex Aitken 密切配合，以帮助该所香港和中国的纠纷解决业 务团队在该地区开展重组和清算业务。史密夫管理合伙 人 David Willis 表示，事务所有意在该地区聘请更多相 关人才，Barker 的任命仅是一个开始。

外资撤离引发更多法律业务

受

到全球经济危机的影响，一些外商投资企业 不经过合法的清算和破产程序就关门停业, 突 然蒸发，置拖欠的工人工资、社会报销和税金于不 顾，令地方和国家政府官员忧心忡忡。 为防止外商投资企业的不合法然撤离以及保护国 内企业和员工的利益，2008年底，中国商务部、外 交部、公安部和司法部联合出台《外资非正常撤离 中国相关利益方跨国追究与诉讼工作指引》，引导 相关各方向出逃的境外投资人追讨赔偿。 毫无疑问，新指引引起在中国投资的境外企业及 其广大律师们的关注。目前，有意撤资的投资人须 加倍谨慎，因为违反指引要求的行为会导致投资人 被列入黑名单，日后无法再赴中国投资。对有意撤 资的境外投资人而言，合法清算在中国的公司是目 前最合理的解决方案。

相关法律业务将持续增加

上述工作指引充分体现中国政府遏止非法撤资的决 心。但对于有长期发展计划和全球业务战略的国际 投资人来说,中国市场决不会被忽视。瑞银律师事务 所北京合伙人王昊表示：“对于可能采取非法撤资行 为投资人，该工作指引可起到善意提醒的作用，打 消境外投资人非法撤资的念头。但对于确实面临生 存危机的投资人而言，关闭企业是唯一选择。工作 指引可引导此类投资人合法撤离，同时为律师事务 所带来更多顾问业务。” 据王昊透露，服务行业，尤其是 IT 行业的中小型 企业处境最为艰难。他表示：“与管理体系完善的跨 国企业相比，中小企业在经济危机中更为脆弱。我 们很多顾问工作均来自中小企业的委托。主要原因 在于，这些企业内部的法务团队规模较小，无法胜 www.legalbusinessonline.com

任相关工作。” 国浩律师集团上海办公室管理合伙人管建军表示， 国浩目前正帮助部分日本和美国客户缩减投资规模， 有些欧洲企业正在咨询在新工作指引下合法撤资涉及 的法律服务费用。管律师认为：“就总体而言，事务 所工作量增长显著，但相关业务收入并未按比例增 长，考虑撤资的企业通常在财务方面困难重重，法 律事务方面的预算十分有限。”

困境企业进退维谷

与美国和加拿大等其它国家的法律要求不同，企业在 中国的清算过程较为复杂，历时更长。工作指引的发 布亦引发了一部分境外投资人和律师的争议。 德衡律师事务所北京分所高级合伙人邱榆霞表 示：“对于税务记录良好且没有未支付工资或债务的 投资人而言，完成全部撤资流程需要约四至六个月 时间。而经营遇到困境的企业财务状况往往十分紧 张，无法等待如此长的时间。但如果这些企业跳过 必要的流程，则很可能被列入黑名单，将来几乎不 可能再次赴中国投资。” 有些跨国企业已经对漫长的撤资审批程序感到厌 倦。富而德律师事务所一位合伙人透露，目前他有一 位客户受到该问题的制约。这位客户是一家总部位于 美国的跨国公司全球首席执行官，他表示，如果中国 政府不简化撤资流程，将不考虑赴中国投资。 诸多法律学术专家亦认为，政府应简化撤资流程。 北京天达律师事务所合伙人张佳春表示：“把在中国 经营有困难的投资人继续留在国内毫无意义。如果 有选择余地的话，善于处理经营问题的投资人定会 首选正当破产途径。一旦经济环境好转，境外投资 人定会返回中国继续投资。”

CC moves london private equity partner Clifford Chance has announced that private equity (PE) partner Simon Cooke will relocate from the firm’s London office to Hong Kong as it looks to strengthen its PE offering in the region.

He will work closely with HK-based partner Andrew Whan in what is one of the region’s largest PE teams.

Whan said that Cooke’s relocation is evidence that there are still deals to be struck for sophisticated PE investors in the region.

Cooke, who spent time at the firm’s HK office earlier in his career, counts PE heavyweights Carlyle, Permira, Candover and KKR as regular clients.

高纬绅将伦敦私募股权业务合伙人调任 香港

高纬绅律师事务所宣布，私募股权业务合伙人 Simon Cooke 将离开伦敦赴香港工作。该举措表明高纬绅有意 巩固亚洲地区的私募股权业务。 Cooke 将与香港合伙人 Andrew Whan 密切配合， 形成该地区规模最大的私募股权业务团队之一。Whan 表示，Cooke 的调任表明，该地区的私募股权交易仍 然频繁。 Cooke 早先曾在高纬绅香港办事处工作，凯 雷、Permira、Candover 和 KKR 等著名私募股权机构 均是其长期客户。

15

NEWS | news >>

news in brief >> Samsung appoints kim as new GC Samsung has announced that Kim Hyun-Chong will join the company as general counsel later this month.

Kim, a former trade minister and ambassador to the United Nations, is widely regarded as one of the top legal minds in Korea and was one of the people responsible for the free trade accord between Korea and the US. The company said it has Kim Hyun-Chong recruited Kim for his in-depth Samsung knowledge of global trade, and domestic and international regulatory environments.

In addition to his public sector experience, Kim also has private-practice experience, having worked for white-shoe firms Skadden and Milbank.

三星新任总法律顾问

三星近日任命韩国前高官金铉宗为其首席法务官。金铉 宗曾任韩国贸易部长和驻联合国大使，是韩国最资深的 法律专家之一。他在韩美签订自由贸易协定过程中发挥 了重要作用。 三星表示，聘请金铉宗的原因在于，他深入了解全球 贸易以及韩国国内和国际监管环境。除曾在政府机构任 职外，金铉宗亦有在律所工作的经验，他曾在著名的世 达律师事务所和美邦律师事务所工作。

Linklaters reveals new L

inklaters has promoted Zili Shao, the firm’s current managing partner for Greater China, to Asia managing partner, succeeding Giles White who is retiring from the partnership to take on the role as group general counsel at Jardine Matheson.

As the new Asia managing partner, effective as of 1 May, Shao joins the firm’s executive committee, which is responsible for the management of the firm. He will also relocate from Shanghai to Hong Kong.

Shao has been the managing partner of the firm’s practice in Greater China since 2003 and headed the firm’s China practice from 1998 to 2003, during which time he helped to establish the firm’s Beijing and Shanghai offices. He is a renowned dealmaker in the region and has

advised on a number of major deals, including Carlyle’s acquisition of a stake in China Pacific Life and RBS’s US$100bn takeover of ABN AMRO. Shao’s promotion is a reflection of the firm’s continued commitment to the China market and he noted that the Asia practice as a whole plays an increasingly important part in Linklaters’ global business.

Zili Shao “Asia has been a Linklaters key growth market for the firm and it is increasingly important in today’s challenging economic climate,” Shao said. “The number of transactions between Asian countries, particularly China outbound investment into

lay-offs do not affect Bakers in asia Baker & McKenzie has confirmed that its Asia offices have not been affected by the firm’s latest round of redundancies.

The firm’s official statement announced that its management in North America and Global Services had informed 38 attorneys, and 86 paralegals and professional staff, that their positions were being eliminated due to the economic downturn. These changes involve various practices, offices and Global Services departments in North America.

A spokesperson from the firm reiterated that the latest redundancies only affected employees in its North American offices, even though the Global Services department is comprised of professional services staff across the world.

It is the third round of redundancies for the firm, following January’s initial cut of eight associates in New York, and March’s slashing of about 85 jobs in London.

年利达将中国业务主管晋升为亚 年

裁员潮未波及贝克•麦坚时亚洲区团队

Partner promoted after deal loses fizz F

贝克•麦坚时律师事务所表示，尽管四月初事务所宣布最 新裁员计划，但亚洲办事处不受影响。 该所曾宣布，北美和全球业务部门的管理层已正式通 知38位律师以及86位律师助手和文员，由于经济低迷， 事务所被迫裁减其职位。此次裁员涉及诸多业务部门、 办事处和北美的全球服务部。 但其重申，尽管全球服务部由事务所全球各地办事 处的专业服务人员组成，近期裁员仅影响北美办事处 的员工。 此次裁员是贝克•麦肯思的第三轮裁员，此前，该事务 所最初于1月宣布辞退纽约办事处8位律师，随后于3月大 幅削减伦敦办事处的85个职位。

16

ASIA >>

利达律师事务所将大中华区管理合伙人邵子 力晋升为亚洲区管理合伙人，接替退休合伙 人 Giles White。Giles White 将赴怡和集团担任集 团总顾问律师。 邵子力将于5月1号正式成为亚洲区管理合伙人， 进入负责事务所管理的执行委员会。邵子力履新后， 还将由上海转赴香港任职。 自2003年以来，邵子力担任年利达大中华区业 务管理合伙人，1998至2003年间，他负责年利达 的中国区业务，期间协助事务所筹建北京和上海办 事处。邵子力亦是亚洲地区知名的交易专才，曾为 诸多重大交易提供顾问服务，包括凯雷集团收购中 国太平洋人寿股权和苏格兰皇家银行（RBS）斥资

1000亿美元收购荷兰银行。 邵子力的晋升表明，年利达将继续致力于中国市 场。他同时指出，亚洲的总体业务正日益成为年利 达全球业务的重要组成部分。 邵子力表示：“亚洲是年利达的重要增长市场，在 当前充满挑战的经济环境下，亚洲市场的重要性正 日益凸现。亚洲国家之间的交易，尤其是中国对邻 国的境外投资，正日趋活跃，也为我们创造了大量 全新业务机会。” 在伦敦五大律师事务所之中，其它几家事务所也 于今年年初对亚洲管理团队作出调整，体现出与年 利达相同的意图。例如，富而德律师事务所近期任 命伦敦合伙人 Simon Marchant 担任新亚洲管理

Greater china >>

reshfields Bruckhaus Deringer has elected Michael Han, a Beijingbased counsel in the firm’s antitrust, competition and trade (ACT) practice group, to its partnership.

His promotion came just after the Ministry of Commerce denied antitrust approval for Coca-Cola’s proposed US$2.5bn acquisition of Huiyuan Juice Group. Freshfields

represented Huiyuan on the deal.

Before joining the firm, Han worked with the Ministry of Foreign Trade and Economic Cooperation (now the Ministry of Commerce). ALB

可口可乐收购汇源被否 后富而德加强北京反垄 断法合伙人团队 ISSUE 6.4

NEWS | news >>

Asia chief

uk report

neighbouring countries, has become more active and that has created many new business opportunities for us.”

Several other Magic and Silver Circle firms have also made adjustments to their Asia management structures. For example, Freshfields recently appointed London-based partner Simon Marchant as its new Asia managing partner, a position which had been left vacant for three years, while Herbert Smith established two new Asia management positions designed to improve regional collaboration earlier this year.

Although he has significant experience, Shao said leaving his comfort zone for new challenges could be hard work. He will start his new role by studying more about other key markets in the region. ALB

Staff cuts continue at UK firms The economic turmoil continues to take its toll on firms and their staff as another round of redundancy consultations begin.

Following reports that Clifford Chance aims to reduce lawyer headcount by 80 and scale back its partnership numbers, the Magic Circle firm recently announced it would be laying off up to 115 business services staff in London after a review.

Allen & Overy also recently revealed that five partners of the 12 that make up its London leveraged finance team will be departing, due to the scarcity of buyout activity. The firm is also said to be poised to lay off a further 31 of its 192 associates from its general banking practice.

Bristol-headquartered firm Burges Salmon has begun a redundancy consultation that will see 18 lawyers laid off across a number of different practices, while trainees are being requested to defer their start dates by a year.

The firm is also considering initiating a freeze on lawyer salaries, a decision that is due to be confirmed in September.

洲区管理合伙人

US firms cut London counterparts Many US firms have recently taken to cutting staff from their London networks as they seek to ride out the slump.

Dewey & LeBoeuf last month launched a redundancy consultation in London in a bid to reduce its associate headcount by approximately 15.

The cut will amount to 9% of London-based associates and see 13% of support staff laid off in the capital.

Latham & Watkins also announced plans to

合伙人，赴香港工作，该职位空缺长达三年。今年 初，史密夫律师事务所新设立两个亚洲管理职位， 旨在改善该地区的业务协作。 尽管邵子力拥有丰富的管理经验，他表示，离开 原有的职位迎接全新挑战绝非易事。在上任之初， 他将更多研究该地区的其它重要市场，如印度、新 加坡和日本。在四年任期内，邵子力面对的另一项 挑战是，如何在服务客户和管理事务所亚洲业务 经营之间找到平衡。 在任命邵子力为亚洲区新管理合伙人的同时，年 利达在该区域任命三位新合伙人和四位新顾问律 师，同样在5月1日生效。届时，年利达在亚洲地区的 6个办事处将有51位合伙人和280多名律师。

富

而德律师事务所近日将北京代表处反垄断、 竞争和贸易部资深顾问韩亮律师晋升为合伙 人。此次晋升消息的公布时间正逢商务部宣布根 据中国反垄断法禁止可口可乐收购汇源。在此次 价值高达25亿美元的交易中，富而德代表汇源。 在加入富而德之前，韩律师曾就职于原外经贸部 （现商务部）。他的业务领域集中在针对中国相关 的外商投资项目和跨境并购交易提供反垄断法和 竞争法方面的顾问和法律服务。 韩律师为该所在全球范围内新晋升的14位合伙人之 一。在香港职业的GraceHuang律师是另一在亚洲区内 被提拔的合伙人。此次晋升将于5月1日开始生效，该所 在全球范围内的合伙人总数从而将达到449位。

www.legalbusinessonline.com

lay off a total of 440 employees across its global network, with the firm’s London office set to lose 15 employees.

The firm will offer severance packages including six months’ salary and six months of continued medical benefits to staff who are cut.

Shearman & Sterling has followed suit and begun redundancy consultations in its London office, where 18 secretarial and support staff are likely to lose their jobs.

The firm also revealed that is has reduced its bonus pool and initiated a salary freeze due to the shaky economic climate.

Last, but not least, White & Case is on track to slash between 80 and 95 legal and support staff jobs in London as part of a firm-wide round of redundancies that will see approximately 400 employees laid off (see story p25).

Lovells to pay up after all Despite no mention of compensation in its first letter to future joiners, reports have revealed that Lovells will now offer a cash payment to trainee solicitors who have decided to defer.

The firm recently wrote to its autumn 2009 and spring and autumn 2010 intakes offering a £5,000 cash payment to those who delay their start dates by 12 months and £2,500 for any who decide to defer for six months.

Lovells follows in the footsteps of other UK firms, such as DLA Piper, Penningtons (which is paying a flat rate of £5,000 to trainees who delay their start dates for a year), Herbert Smith and Norton Rose (the most generous so far, offering up to £10,000).



ROUNDUP • Ogier appointed Goldman Sachs’ head of UK strategic wealth advisory Ian Cain as director and head of Ogier Private Wealth • London-based boutique Grundberg Mocatta Rakison (GMR) is set to complete a merger with US firm McGuireWoods on 1 May, with the UK arm set to trade under the name McGuireWoods London and GMR founder and senior partner Anders Grundberg heading the London office as managing partner • Norton Rose has offered staff a part-time option of working four-day weeks on 85% of pay, or taking a sabbatical of up to 12 weeks on 30% of pay • Dewey& LeBoeuf is set to launch a Madrid office, with London partner Berge Setrakian heading the initiative • Sidley Austin confirmed that 17 associates, or more than 20% of its City staff, will lose their jobs at the firm during the upcoming redundancy consultation • Matthew Thompson will replace Nick Kershaw as managing partner of the Ogier Jersey office, while Kershaw takes on the role of group chief executive

17

NEWS | news >>

news in brief >> layoffs after simmons london move Simmons & Simmons has decided to move three senior corporate partners back to London from its China offices, which has resulted in a number of local associate redundancies in the region.

The three partners leaving for London are head of the Asia corporate practice Damon Le Maitre-George and corporate partner Charles Mayo in Hong Damon Le Maitre- Kong, and partner Jane Newman in George Simmons Shanghai. & Simmons All three partners were relocated to Chinese offices after the firm lost several partners to Fried Frank in 2006, including former China managing partner Huen Wong, who now heads Fried Frank’s Asia practice.

Hong Kong partner Tom Deegan will replace Le Maitre-George as the new regional corporate head.

西盟斯将三位合伙人由中国调至伦敦

西盟斯律师事务所决定，将三位高级公司事务合伙人由 中国办事处调回伦敦。 三位调回伦敦的合伙人分别是：亚洲业务主管 Damon Le Maitre-George、香港办事处公司业务合伙人 Charles Mayo和上海办事处合伙人 Jane Newman。 2006年，西盟斯七位合伙人转投 Fried Frank 律师事务 所之后，这三位合伙人转赴中国代表处任职。转投 Fried Frank 的律师包括西盟斯前中国业务管理合伙人 Huen Wong，现担任 Fried Frank 亚洲业务主管。 香港合伙人 Tom Deegan 将接替 Le Maitre-George 成 为新任地区业务主管。

Latham raids A&O corporate team Latham & Watkins has confirmed that seven lawyers from the corporate team of Allen & Overy have joined the firm.

Last October, ALB reported that Michael Liu, Stanley Chow, Simon Berry, Kenneth Chan, Cathy Yeung, William Woo and Jane Ng would all join Latham’s Hong Kong office, and allow the firm to offer US, HK and English law advice.

Robert Dell, the firm’s chairman and managing Michael Liu Latham & partner, said the move would Watkins allow Latham to pick up work from the expected rise in Asiarelated corporate transactions once the global economy stabilises. Partner David Miles has also relocated to Hong Kong from the London office as part of the reshuffle.

瑞生证实吸收原安理律师加盟

瑞生律师事务所正式确认，离开安理律师律师事务所的 七位律师将加入瑞生。 去年十月，本刊曾报道，Michael Liu、Stanley Chow、SimonBerry、KennethChan、CathyYeung、William Woo 和Jane Ng均将加入瑞生香港办事处，使瑞生有能力 提供美国、香港和英国法律顾问服务。 瑞生董事长兼管理合伙人 Robert Dell 表示，在全球经 济趋于稳定后，新加入的人才可帮助瑞生把握亚洲地区公 司交易业务的增长机会。作为瑞生人事调整的组成部分， 合伙人 David Miles 亦由伦敦办事处转赴香港任职。

18

Greater china >>

US firm expands with double office opening M

id-tier US firm Morris, Manning & Martin (MMM) has expanded by opening two offices in Greater China. The firm has launched Taipei and Beijing offices, but until the requisite approvals are received in both China and Taiwan, they will operate as business development centres.

Currently, the firm’s Taiwan practice is headed by Washington DC-based of counsel Raymond Ho, who joined from Hogan & Hartson. He will spend a significant portion of his time working from the firm’s newest location. The firm’s Asia practice partner Ming Jiang will reside at the new Beijing office to serve as its local administrator. “[China] is an integral part of our long-term strategic plan,” said the firm’s managing partner Robert Saudek. “We view our approach as two-fold: first assisting with intellectual property ►► Morris, Manning & Martin at a glance

• Atlanta-based law firm • Has more than 80 Asia-based clients with US operations • Won first patent litigation for Chinese company as a defendant in US courts • Successfully litigated and settled first trade dress litigation for Chinese company in US courts • Obtained one in every 10 US patents filed by Chinese applicants

patent prosecution and potential litigation; and second, assisting with corporate and securities matters.”

The firm’s Asia practice includes more than a dozen Mandarin speakers with deep connections to China, Taiwan and Hong Kong. ALB

美瑞开拓北京和 台湾业务

4

月初，美国中型律师事务所美瑞在大中华地 区成立两个办事处，引起业界关注。新办事 处分别位于台北和北京，但在中国和台湾获得必 要的执业许可之前，两个办事处仅作为业务开发 中心运作。 目前，美瑞台湾办事处业务由华盛顿特区的顾问 律师 Raymond Ho 负责，他离开霍金•豪森律师事 务所加入美瑞。他将投入大量工作时间处理新办事 处事务。美瑞亚洲业务合伙人蒋明将赴北京办事处 工作，担任行政主管。 美瑞管理合伙人Robert Saudek表示：“（中国） 是我们长期战略计划不可或缺的组成部分。我们的 业务分为两部分，首先为客户的知识产权专利起诉 和可能的诉讼提供协助，然后在公司和证券事务 方面协助客户。” 美瑞亚洲业务团队包括十余位来自中国大陆的律 师，在中国、台湾和香港建立稳固的业务关系。事务 所业务主要为担任中国、台湾和其它太平洋沿岸企 业和机构的法律代表，协助其在美国开展经营。美 瑞获美国和其它跨国企业的委托正不断增加，此 类企业一般在中美两国开展经营。 ISSUE 6.4

NEWS | news >>

beijing >>

Zhang elected as new Beijing Bar president Z

hong Lun founding managing partner Zhang Xuebing will be the next president of the Beijing Lawyers’ Association.

Zhang was elected in the vote among more than 250 lawyers representing more than 1,200 law firms in Beijing to replace his predecessor Li Dajin.

There are currently 18,655 lawyers in Beijing, double the number there were four years ago. Leading the country’s largest and most dynamic legal profession to a new level poses many new challenges even to a veteran managing partner like Zhang, who has been awarded Managing Partner of the Year at the ALB China Law Awards.

“How to make such a large number of lawyers feel and appreciate the function of the lawyers’ association, how to manage and educate them, and how to improve the overall image and capability of [the] Beijing legal profession, are big challenges to me and to the bar as well,” Zhang said. ALB

us report More staff face the axe White & Case has announced plans to slash approximately 200 associates and 200 administrative and business support staff from its global network.

The redundancy plans are among the largest so far announced by a US firm and will also include a review of the firm’s partnership.

Other US firms have also recently announced plans to cut staff, including O’Melveny & Myers, which is set to layoff 90 associates and 110 support staff, Sidley Austin, which has confirmed more than 200 lawyers and staff will lose their jobs, and Fried Frank, which said it will reduce US workforce by 99 people – 41 associates and 58 administrative staff.

Redundancies today, salary cuts tomorrow After law firms around the world have made their first round of global financial crisis induced lay-offs, some US firms are now implementing salary cuts.

Dewey & LeBoeuf has cut the pay of up to 66 US partners by as much as 80%. The move has reportedly left some Dewey partners taking home around just US$10,000 per month.

Meanwhile, DLA Piper’s US partners have faced an 11.5% pay cut amid gloomy predictions about the firm’s performance this year. And US- and UK-based firm Katten Muchin Rosenman has cut salaries by 20% for associates who did not meet more than 90% of their 2,000-hour billing quota

during 2008. However, they can return to their former remuneration levels by reaching their 2009 billing targets.

Firms unite to fight for ‘P3’ UK firms Allen & Overy and Freshfields Bruckhaus Deringer have joined forces with leading US firms and banks to push for the expansion of public private partnerships (PPP) in the US. Kearsarge Global Advisers recently reported that a group comprised of seven firms (including Chadbourne & Parke, Debevoise & Plimpton, Fulbright & Jaworski, Mayer Brown and McKenna Long & Aldridge) and 11 companies made the case for PPP, or ‘P3’ as it is known in the US. The group claims PPPs could create 1.5 million US jobs by using US$180bn in available private capital to build infrastructure projects.

Bakers closes on revenue top spot Baker & McKenzie is close to becoming the largest US law firm by revenue, surpassing Skadden Arps, which has long held the title.

It is only US$10m away from first place after posting a 20% rise in revenue last year, with a turnover boost from US$1.83bn in 2007 to US$2.19bn in 2008; Skadden only managed a 1% rise in revenue last year, with a total global turnover of US$2.2bn.

Latham&Watkins is currently in third place, although it recorded a 4% revenue drop.

张学兵当选北京 律协会长

近

日，第八次北京律师代表大会选举中伦创 始合伙人张学兵律师担任新一届北京市律 师协会会长。同时，大会还选举张小炜、姜俊 禄、王隽、白涛、巩沙、周塞军为副会长，选举 赵小鲁为监事长。 经过250余名律师代表北京1200多家律师事务 所的投票选举，张学兵高票当选，接任七届律协会 长李大进律师，任期3年。 北京现有律师18655名，几乎是4年前的翻倍。 如何领导这么庞大的队伍对于老练的张学兵律师来 说也是一种考验。张学兵在业界的资历得到广泛认 同，他曾获ALB法律大奖最佳管理合伙人称号。 “如何让这么多律师感受到律协的功能，如何管 理和教育这么多律师，如何提高北京律师的整体 形象和能力，是对我，也是对律协的最大挑战。”张 学兵表示，“上任后，中伦律所那边的工作肯定要作 出一定的牺牲，但是，我的同事们都很支持我在律 协的工作。” 同时，他同时透露，未来将领导北京律协组织更多 的涉外交流和学习，提升北京律师的国际视野。

www.legalbusinessonline.com



ROUNDUP • James Holzhauer announced he will step down as chairman of Mayer Brown in January 2010 • Shearman & Sterling is set to cut 60 support staff jobs in its US and Canadian offices following redundancies in the UK • Sonnenschein Nath & Rosenthal has closed its Charlotte office due to the declining demand for legal services. The firm will relocate some of the 11 Charlotte-based lawyers to busier parts of the network, while others will be laid off • K&L Gates has confirmed it will initiate a round of layoffs across its US and UK practices with reductions affecting 4.9% of the firm’s associate lawyers and 4.3% of its staff • Clifford Chance, which recently downsized its US capabilities, has sub-let space in its New York office to US firm Kilpatrick Stockton • The election race has begun at McDermott Will & Emery, as New York-based partner Peter Sacripanti, Washington DC partner Bobby Burchfield and Chicago-based head of litigation Jeff Stone vie for the position of chairman • Craig Medwick was re-elected as regional managing partner of the Americas at Clifford Chance. His second term will run until 30 April 2013

19

NEWS | news >>

Update >>

china >>

Regulatory Amended Telecoms Permit Regulations Reduce Market Entry Requirements but Increase Responsibilities for Basic Telecommunications Services Operators

O

n March 1, 2009, China’s Ministry of Information and Industry Technology (“MIIT”) issued the amended Measures on the Administration of Telecommunications Business Operating Permits (the “Amended Measures”).

The Amended Measures entered into effect on April 1, 2009, and replaced the original Measures issued on December 2, 2001 (the “2001 Measures”). The Amended Measures reflect the Chinese government’s experience in administering the telecommunications services industry since China acceded to the Word Trade Organization (“WTO”) and it’s commitment to lowering market entry thresholds for basic telecommunications services (“BTS”) providers and protecting consumers.

PRC telecommunications services are divided into two major categories: BTS and value-added telecommunications services (“VATS”). The Amended Measures lower the capital requirement for operating BTS locally from RMB200 million to RMB100 million and for operating BTS nationally from RMB2 billion to RMB1 billion. The reduction in capital requirement will promote greater investment and competition in the BTS industry. In addition, the capital requirements for operating BTS under the Amended Measures are now consistent with those under the 2008 amended Regulations for the Administration of Foreign-Invested Telecommunications Enterprises (the “FITE Regulations”). Currently, despite China’s commitment to open up the BTS industry pursuant to China’s accession to the WTO, MIIT does not accept applications from foreign investors to engage in BTS in China, and this could partly be due to the inconsistency between the capital requirements under the Measures and the FITE Regulations. Once the Amended Measures enter into effect, MIIT might start accepting applications from foreign investors for BTS permits.

Under the Amended Measures, a BTS operator is required to supervise and manage the content and fees for the services provided by the VATS operators which cooperate with, or engage the services of, such BTS operator and to establish a system to monitor VATS operators’ conduct. In the Chinese TS industry, it is common for BTS operators to operate the infrastructure (e.g., network) on which the VATS operators provide their services. Hence, a VATS operator generally needs to cooperate with, or engage the services of, a BTS operator. During the past few years, the number of VATS operators increased dramatically, and many VATS operators resorted to business practices that are harmful to consumers in order to survive in this highly competitive industry. This resulted in wide-spread consumer dissatisfaction in China. In the past, MIIT was the official regulator of VATS operators, with BTS operators generally only supporting MIIT’s efforts unofficially and verifying whether the relevant VATS operators using its services are properly licensed. With the Amended Measures, MIIT would officially be shifting some of the burden of monitoring VATS operators to BTS operators, who are closer to the VATS operators.

Even though the Amended Measures do not introduce major changes, they should satisfy both proponents of relaxing entry barriers for BTS and proponents of consumer protection.

Written by Jeanette Chan, Partner, David Lee, Associate & Bianca Ip, Senior Paralegal 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) 2536-9933

20

Jeanette Chan

Brazilian firms push into China B

razilian firm Felsberg e Associados has been granted a license by the Ministry of Justice allowing its Shanghai office, which opened last year, to practice Brazilian law in the country. With this news, the firm has became the third Latin American firm to obtain a license, after Noronha Advogados and Duarte Garcia, and Caselli Guimarães e Terra.

“This is a very important step forward, as many firms remain waiting for their license for more than two years and others even have their requests rejected,” said Rodrigo do Val Ferreira, who is responsible for the firm’s Shanghai office.

Before the licence was granted, most of the China-related legal issues were handled by the China desk in its São Paulo office. The firm is now looking to hire additional lawyers in China, as the economic ties between China and Latin America continue to strengthen.ALB

第三家巴西律师事务所获中国 经营执照

巴

西法博律师事务所去年在上海成立办事处，近日，该事务所获中国司 法部授予的经营执照，可在中国开展与巴西法律相关的业务。 继诺劳 亚律师事务所、杜嘉•卡奇•戴律师事务所之后，法博成为第三家在中国获得 执照的拉美律师事务所。 法博上海办事处负责人 Rodrigo do Val Ferreira 表示：“诸多事务所等待执 照审批已超过两年，有些甚至遭到拒绝，我们有幸获批，标志着业务发展向前 迈出重要一步。” 获得执照前，法博多数与中国相关的业务均在圣保罗办事处的中国业务部处 理。现在，随着中国与拉美的经济联系日益巩固，法博有意在中国聘请更多律 师。Ferreira 表示：“随着中国经济高速增长，巴西等自然资源丰富的国家获益 匪浅。此外，近年来，越来越多的中国产品出口至拉美地区。 ISSUE 6.4

NEWS | news >>

Greater china >>

JV brings the grapes of Rothschild to Shandong F

rench vineyard Domaines Baron de Rothschild (DBR) has invested in China, where wine consumption is expected to reach 1.1 billion bottles a year by 2011.

DBR, the parent company of Chateau Lafite, has established a joint venture with China International Trust and Investment Company (CITIC) to develop 25 hectares of vineyards on the Penglai Peninsula in Shandong province, an area regarded as one of the most promising for the industry in terms of both its climate and geological conditions.

Gide Loyrette Nouel (GLN) and Shanghai firm Llinks advised DBR on all legal aspects of the deal. GLN’s team consisted of partner Guillaume Rougier-Brierre, and senior associates Guillaume Jeannet and Jiang Chuan. ALB

基德、通力参与中法葡萄酒庄合资项目

上

海通力和法国基德律师事务所日前为拥有世界五大葡萄酒庄之一的法 国罗斯柴尔德男爵拉菲集团在中国设立合资项目提供法律服务。 该集团与中信华东(集团)有限公司(中信集团的下属子公司)达成合资协议, 在 山东省蓬莱市共同投资建设葡萄种植基地和拉菲酒庄。蓬莱具备发展世界顶级 葡萄酒得天独厚的气候、区位优势, 并已成为中外高级葡萄酒庄的聚集区。 虽然众多境外酿酒企业已经进入中国市场，但该合资项目是首个境外酿酒企 业在中国种植葡萄并酿造葡萄酒。此次具有突破意义的合资也为法律顾问带来 不少需要克服的挑战，诸如，如何减少行业生产企业与战略投资人之间协商和 沟通的障碍，以及获得地方政府对农业用地使用权的审批。 基德团队由合伙人 Guillaume Rougier-Brierre 和高级律师 Guillaume Jeannet 和Jiang Chuan 组成。通力团队作为该集团的中国法律顾问, 提供了 包括交易结构论证、提供法律意见、起草交易协议、参与合同谈判等全过程 法律服务。

hong kong >>

Quartet enjoys intoxicating deal

J

un He and Fangda Partners, along with international firms Lovells and Clifford Chance, were on hand for the US$133m Hong Kong IPO of domestic liquor distributor Silver Base Group Holdings.

Silver Base is one of the largest distributors of the famous Wuliangye Liquor Series, as well as Dimple Scotch Whisky and a number of PRC cigarette brands.

Lovells, led by corporate partner Terence Lau, acted for Silver Base; while Fangda Partners advised Silver Base on PRC law. Clifford Chance and Jun He acted for joint lead bookrunner and joint lead manager UBS on Hong Kong and PRC law respectively. ALB

君合和方达参与重大IPO 项目

4

月初，君合、方达以及跨国事务所路伟和高纬绅携手参与中国白酒经销 商银基集团控股有限公司价值1.33亿美元的香港 IPO 项目。 银基集团是著名五粮液白酒系列的最大经销商，添宝苏格兰威士忌（Dimple Scotch Whisky）和部分中国雪茄品牌。 公司业务合伙人 Terence Lau 带领路伟团队作为银基集团的法律代表；方达 则为银基提供与中国法律相关的顾问服务。高纬绅和君合分别为联席簿记管理 人和联席主承销商瑞银（UBS）提供与香港和中国法律相关的顾问服务。

www.legalbusinessonline.com

Update >>

Insurance The Improvement and Limitation of New PRC Insurance Law

A

t the end of February, the legislative institution in Beijing promulgated the revised Insurance Law of People’s Republic of China and this new insurance law will be enforced in October.

Compared with the old version, the new Chinese Insurance Law achieves improvements in a number of aspects.

First of all, the new insurance law updates some provisions to benefit both insurers and the insured. For instance, with the old law, the insurant had to have insurable interests in the insured target and there were no differentiated treatments between life insurance and property insurance. The new insurance law makes modifications at this point and states that in regards to property insurance, the insurance holder should have insurable interest in the insured target when accidents occur, while in life insurance, the insurant should have insurable interest when applying for insurance coverage.

Secondly, some impractical provisions were modified by the new PRC insurance law. For example, in insurance practice, the in policy exclusion clause has always been a headache for both the insured and insurer. According to the old law, the insurer had an obligation to offer an accurate explanation of the exclusion clause; otherwise that clause would be invalid to the insured. However, the law did not specify how to make this accurate explanation. As a result, a bold-faced clause, a separate sheet to explain exclusion clause, and even cameras were employed by agents or salesmen as the means to meet the legal requirements.

Thirdly, the new law adopts some well-accepted conventions. For example, the new law, for the first time, adopts an incontestable clause. This clause will make insurers more active in preventing misrepresentation, non-disclosure and fraud by insurants, not just let it happen and then cite it as a defence when claims are refused.

Fourthly, the new law softens the restriction for the usage and investment of insurance capital. It states that insurance capital can be invested in the stock market, stock funds, infrastructure and bonds. Taking future development into account, the new PRC insurance law stipulates that insurance capital could be invested into other fields with the permission from CIRC. It is a good opportunity for the domestic insurance companies, but also a challenge for their ability to control investment risk.

Lastly, the new law stresses CIRC regulation, granting it more power and implementing various measures to regulate the insurance market. CIRC will supervise the insurance companies’ behaviour, compliance management, the governance structure of insurance companies and risk control systems. It is also capable of investigating the bank accounts of the insurer and may freeze relevant documentation, interview related parties and terminate the business if necessary.

This revised Insurance Law is welcomed by the Chinese insurance market, foreign insurance companies and JV insurance companies, because it reflects international norms and is practical and transparent.

However, some proposals, such as the principle of utmost good faith, the principle of proximate cause and warranty clause in non-marine insurance, still remain absent.

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

Zhan Hao

21

NEWS | news >>

Update >>

china >>

International Tax Obama – impacts Hong Kong and Singapore as tax havens

H

ong Kong and Singapore will come under increased scrutiny from the US, as incoming President Barack Obama follows through with his pledge to crack down on abusive “tax havens” which “peddle secrecy” and “cloak tax evasion and other misconduct,”.

In February 2007, then-Senator Obama co-sponsored the Stop Tax Haven Abuse Act (STHAA), which was introduced in both the Senate and the House. Obama’s aides are now considering similar legislation in the early stages of the new administration.

With both Hong Kong and Singapore featuring on the initial list of 34 “Offshore Secrecy Jurisdictions,” Obama’s inauguration could mark the beginning of increased restrictions for US persons utilising these offshore financial centres.

If Obama, as President, pushes similar legislation through, the next step would be to determine whether Hong Kong and Singapore should be considered official “tax havens”.

If designated as “tax havens,” a number of restrictions would be imposed on US persons using these jurisdictions as offshore financial centres.

The centrepiece of the STHAA is a provision that would force taxpayers to prove that they do not have control over any offshore entities with which they contract, including trusts, corporations, limited liability companies and partnerships. The STHAA would also increase reporting ( requiring returns going back 6 years rather than the current 3 years ) and withholding requirements on financial institutions and fiduciaries dealing with Hong Kong and Singapore, provided they are designated as “tax havens,” as well as increase penalties for tax avoidance in these offshore jurisdictions.

The penalties and deterrents that come with the STHAA are very real. US banks could be prohibited from operating accounts for non-compliant foreign financial institutions and US financial institutions could be prohibited from accepting credit card transactions involving non-compliant foreign banks.

Other jurisdictions that featured on the “Offshore Secrecy Jurisdictions” list include Jersey,Guernsey, the Isle of Man, Switzerland, the Cayman Islands, the British Virgin Islands,Bermuda, the Bahamas, Costa Rica and Belize.

It has been estimated that the STHAA would generate up to US$50 billion of additional tax revenue for the US annually, which could be used to offset the costs of a range of new spending programmes Obama has committed to.

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.

22

Debbie Annells

New executive partner unveiled at Run Ming R

un Ming Law Office has celebrated its two-year anniversary by appointing heavyweight corporate lawyer Charles Liang as its new executive partner.

Liang, previously the general counsel for Alstom in China, has extensive experience in the areas of foreign direct investment, M&A, international technology transfer and commodity trade, dispute resolution and other areas of law related to the operations of multinational corporations in China.

He started his career at the New York headquarters of Skadden in 1988, and then worked at Jun He and co-founded Jingtian & Gongcheng before moving to in-house roles in Motorola, Agilent Technologies, Intel and Alstom.

“Based on my previous experience as a client, I’ve seen that there is great potential in the Liang market for mid-sized law firms that can provide Charles Run Ming integrated legal services across a range of specialised practices and make all of their resources available to clients,” Liang said. “It’s fitting for me to join Run Ming, a new and rising firm that falls into this category.” ALB

阿尔斯通前中国法律总监加入润明 担任执行合伙人

四

月初，润明律师事务所迎来其成立两周年纪念日。与此同时，重量级跨 国公司高级法务律师梁飞加入该所成为第三位执行合伙人。梁飞在外商 直接投资与兼并收购、国际技术和商品贸易、国际商务纠纷解决以及跨国公 司在华日常运营涉及的几乎所有法律专业领域都积累了丰富的经验。 梁飞从1995年起先后服务于美国摩托罗拉公司（MOTOROLA）、美国 安捷伦科技公司（AGILENT TECHNOLOGIES）、英特尔公司（INTEL CORPORATION）、法国阿尔斯通公司（ALSTOM）等知名跨国公司，担任高 级法律顾问、中国法律总监等职务。 在开始公司法律顾问生涯前，他曾在世达律师事务所纽约总部工作，随后进 入君合工作。1992年，他作为主要创始合伙人之一，与其他合伙人共同创建了 竞天律师事务所（后与公诚律师事务所合并为竞天公诚律师事务所），并曾担 任竞天律师事务所主任，亲历了竞天创所与初期发展的整个过程。 梁飞表示：“根据以往作为客户的经验，我发现中小型律师事务所将有巨大 市场前景。企业客户一般更倾向于聘请在特定专业领域有丰富经验，且能充 分运用全所资源为客户提供服务的律师事务所。润明是成长迅速的新兴事务 所，符合上述特点，加入该所十分符合我的事业发展方向。” 梁飞深谙跨国公司的管理和运营方式，对跨国公司在华运营中最经常遇到的 法律问题及最迫切需要维护的利益点有充分的了解。他指出在为公司客户提 供法律服务过程中，良好的沟通技巧至关重要。他表示：“如果不能和客户有 效沟通，高水准的法律意见将无法转变为出色的商业解决方案。” 凭借其二十多年来的从业经验，梁飞将与其他两位执行合伙人王亚东和刘屹 密切配合，继续完善润明的品牌形象、市场营销、业务开发和管理架构。 ISSUE 6.4

NEWS | news >>

china >>

Loeb picks over bank’s bones to hire partner I

nternational firms’ business may have been affected by the collapse of some leading investment banks, namely Lehman Brothers and Merrill Lynch, but one upside is that there is now a broadened pool of renowned deal makers available to them.

Loeb & Loeb has taken advantage of this with the appointment of Frank Marinaro, the former first vice president with Merrill Lynch, as a partner in its corporate department.

Marinaro’s main mission is to head Loeb & Loeb’s soon to be launched office in Beijing, where he will become the firm’s chief representative in China.

In his previous role at Merrill Lynch he was also co-head of the strategic M&A and global private equity counsel group, acting ►► LoEb & Loeb – quick facts • More than 300 lawyers across as general counsel to the offices in LA, New York, Chicago Merrill Lynch global private and Nashville equity business group.

• Specialises in media and Marinaro has significant entertainment, financial services, experience in a range of and real estate corporate practice areas, • Currently expanding in including M&A, private pharmaceuticals and biotech equity investments, fund formation, public and private securities offerings, and public disclosure issues.

Currently, Marinaro is based in New York, but will relocate to Beijing when the new office opens in spring. ALB

前美林副总裁将出任乐博北京主管

著

名投资银行雷曼兄弟和美林的破产对跨国律师事务所的影响巨大， 但从积极方面出发，现在事务所有更多人才选择，可网罗知名交易 法律专家。 乐博积极把握机会，任命美林前副总裁 Frank Marinaro 担任公司业务部合 伙人。Marinaro 的主要任务是帮助乐博筹备即将成立的北京代表处，并成为 乐博在中国的首席代表。 在美林任职期间，他兼任战略并购和全球私募股权顾问团队主管，担任美林 全球私募股权业务部总法律顾问。 Marinaro 在各类公司业务领域拥有丰富经验，包括并购、私募股权投资、基 金设立、公共和私人证券发售和公共披露事务。 去年10月，乐博宣布，将于2009年春季在北京成立代表处。目前，Marinaro 在 事务所纽约办公室工作，新分所开业后，他将转赴北京。

www.legalbusinessonline.com

Update >>

Singapore 中国政府境外投资管理办法出新规

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009年3月16日，中国商务部发布了《境外投资管理办法》 （下称“《办法》”），该规定将于2009年5月1日起实施。 《办法》发布之后，中国境内媒体一致认为这是中国政府鼓 励中国企业走出去参与国际合作与竞争的一种方式。与中国 现行规定相比，这个《办法》仅保留了商务部对少数重大境外投资 的核准权限，同时，对外投资的核准程序也大大简化。 《办法》所称的境外投资，是指在中国依法设立的企业通过新 设、并购等方式在境外设立非金融企业或取得既有非金融企业的 所有权、控制权、经营管理权等权益的行为。与以往的规定相比， 《办法》有以下两个特点对中国企业境外投资较为有利： 1. 是下放核准权限。《办法》规定，中国商务部仅保留对少数重 大、敏感的境外投资的核准权限，包括1亿美元以上的境外投资、 特定国别的对外投资等。以2008年核准申请件数估算，将有85% 左右的境外投资核准事项今后将交由中国的省级人民政府主管部 门负责。 2. 是简化核准程序。《办法》规定，对于绝大部分境外投资企业只 需递交一张申请表，即可在3个工作日内获得《企业境外投资证 书》。 值得关注的是，依据《办法》，如企业开展以下情形的境外投资 应报商务部核准： 1. 中方投资额1亿美元及以上的境外投资； 2. 涉及多国（地区）利益的境外投资; 3. 设立境外特殊目的公司； 同时，地方企业开展中方投资额１０００万美元及以上、１亿美 元以下的境外投资；能源、矿产类境外投资；需在国内招商的境外 投资应当报省级商务主管部门核准。 根据上述规定，中国政府对于中国企业到境外投资并融资的核准 并未真正放松，因为目前中国企业到境外上市 大多通过红筹模式，即在中国境外设立特殊目 的公司，通过特殊目的公司收购中国境内的公 司或资产，完成收购之后在境外的证券交易所 申请上市。对于此类型的投资，中国政府尚未 放松审批，仍然需要通过中国的商务部审批。 但是对于有实力的中国企业单纯的并购行为， 中国政府仍是持有支持态度。

邹阿源 企業事務部法律顧問 Ph: (65) 6322-2235 Fax: (65) 6534-0833 E-mail: zouayuan@loopartners.com.sg

邹阿源

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

俊昭法律事務所

88 Amoy Street, Level Three, Singapore 069907

吳艷娟

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NEWS | news >>

china >>

Asia not immune as White & Case lays off 200 lawyers W

hite & Case has announced it will again reduce its workforce, cutting 400 staff, including 200 lawyers and a number of partners across its global offices.

The recent cuts follow last November’s 3% workforce reduction, which cut 70 lawyers and 100 staff, largely from the UK and US offices.

The firm’s statement at the time said the cuts were precautionary steps taken “in advance of what is likely to be a significantly weakened global economy in 2009”.

However, the firm has now undertaken an additional round of cuts, which will see an unconfirmed number of partners, 200 associates and 200 administrative staff axed to meet “current and anticipated

Firm Profile

Kang Qiao

R

business needs”. The start date of the majority of the firm’s new associate intake will be deferred until 2010 and ‘operating expenses’ will also be reduced.

A spokesperson for the firm told ALB China that its Asia practices cannot be ‘ruled out’ from the review.

“From this review, it was clear that the deterioration of the global economy will continue to affect our clients and their demand for our services for the foreseeable future,” the spokesperson said. “The Asia economy is not immune to this and we will continue to monitor our resource levels in our Asia practice so that they are properly aligned to our business in the long term and to enable us to maintain our position as a leading law firm, both globally and in Asia.” ALB

Measures on Administration of the Investment Abroad (MAIA)

ecently, the Chinese government has encouraged Chinese enterprises to invest abroad and so actively participate in international economic cooperation and competition.

The P.R.C. Ministry of Commerce introduced the MAIA, promulgated on 16 March 2009, to increase the efficiency of the administrative procedures of examination and approval. Compared to former measures, the new MAIA has more requirements, such as conveying the authorities’ approval, simplifying approval procedures, emphasising administrative procedures and strengthening the guide service. The MAIA also contains a code of conduct.

Articles 6 and 7 regulate conditions of approval by MC and provincial departments of commerce respectively. Article 8 stipulates that other investments abroad need only to conform to legal requirements in order to be approved. The MAIA satisfies the requirements of overseas companies for fewer administrative and approval procedures and greater efficiency in utilising Chinese capital.

Presently, there are five ways to invest abroad. These are building up multiple channels of overseas marketing, improving processing of trade abroad, establishing our own brand names abroad, undertaking M&A of overseas brands and exporting brands overseas. Therefore, Chinese enterprises should draft different proposals for the various ways of investing overseas to avoid risk. The details to be specified include understanding the laws and policies of other countries, foreign investment access barriers, trade barriers, quit barriers, investment environment barriers, etc.

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近

年来，中国鼓励国内企业到境外投资，积极参与国际经济合 作与竞争。为提高政府审批效率，中国商务部于2009年3月 16日发布《境外投资管理办法》。它与现行规定相比有以下 特点：下发核准权限，简化核准程序，突出管理重点，强化 引导服务，提出行为规范。 商务部核准：境外投资在与我国未建交的国家，或特定国家/地区，或涉 及多国/地区利益，或中方投资额1亿美元以上，或设立特殊目的的公司。 省级商务主管部门核准：中方投资额在1亿美元以下1000万美元及以上， 或能源、矿产类，或需在国内招商的境外投资。其它的 境外投资只要符合法定形式即予核准。 目前，中国企业“走出去”主要有五种投资模式：建立海 外营销渠道，境外加工贸易，海外创立自主品牌，海外并 购品牌，海外品牌输出。故企业应针对不同的投资模式 制定不同的投资方案，以防范企业境外投资的风险，这包 括：投资项目是否符合境内外国家的法律法规及政策，有 无准入、经营或退出壁垒，投资环境障碍和风险等。 金荣奎

金荣奎, senior partner Tel: (86)13606404361, (86 531)86128626 E-mail: jinrongkui@kangqiaolaw.com 贺艳, LLM in international trade law (UK) Tel: (86)13506416771, (86531)86128811 E-mail: heyan@kangqiaolaw.com 康桥律师事务所 Kangqiao Law Firm 5 Floor, CITIC Plaza, No.150 Luoyuan Street, Jinan City, China, 250011 Tel: (86 531) 86128621/22 Fax: (86 531) 86128620 Web: www.kangqiaolaw.com

贺艳

ISSUE 6.4

NEWS | deals update >>

mergermarket M&A deals update

www.legalbusinessonline.com

25

NEWS | appointments >>

became a founding partner of Run Ming when it was established following a merger between a Junyi team and a new start-up Beijing firm, Runbo, in April 2007.

前合伙人重返上海世民

►► LATERAL HIRES Name

Leaving

Going to

Practice

Location

Charles Liang

Alstom

Run Ming

Corporate, FDI

Beijing

Kathy Yang

O’Melveny & Myers

Run Ming

Corporate, finance

Beijing

Zhang Jiachun

China National Pharmaceutical Industry Corporation

East Associates

Corporate

Beijing

Qi Bin

Run Ming

Shimin

Corporate, Japan practice

Shanghai

Ju Heng

City Development

Zhongmao

Real estate

Shanghai

Todd Bissett

O’Melveny & Myers

Sheppard Mullin

Private equity, venture capital

Shanghai

Zhou Jun

Guangdong Wansheng

RayYin & Partners

Corporate, WTO

Shenzhen

Jessica Fei

WongPartnership

Fulbright & Jaworski

Dispute resolution

Hong Kong

►► PROMOTIONS Name

Firm

New title

Practice

Location

Zhang Jiannan

Cadwalader

Partner

Corporate, M&A

Beijing

Michael Han

Freshfields

Partner

Antitrust

Beijing

Umesh Kumar

Linklaters

Partner

Financial markets

Hong Kong

Samantha Thompson

Linklaters

Partner

Corporate transactions

Hong Kong

various

Run Ming

Run Ming appoints two in Beijing Run Ming Law Office has achieved a major expansion by appointing two new partners, Charles Liang and Kathy Yang, in Beijing, .

Liang, previously the general Charles Liang, counsel for Alstom in China, has Run Ming joined as an executive partner. He has extensive experience in the areas of foreign direct investment, M&A, international technology transfer and commodity trade, dispute resolution, and other key areas of law related to the operations of multinational Kathy Yang, corporations in PRC. Run Ming Yang joins from O’Melveny & Myers’ Beijing office, where she was a senior counsel in the firm’s M&A practice.

Her practice focuses on M&A, private equity, securities offerings, bonds issuance and foreign direct investment in China. Prior to joining O’Melveny, she worked in the Chicago office of another major international law firm.

润明新添两位合伙人

润明律师事务所北京总部最新任命两位合伙人，梁 飞和杨丽君，实现合伙人团队的重要扩充。 梁飞此前曾在阿尔斯通（Alstom）担任中国法律总 监，现正式加入润明并担任执行合伙人。梁律师有着

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超过二十年的法律从业经验，他在外商直接投资与兼 并收购、国际技术和商品贸易、国际商务纠纷解决以 及跨国公司在华日常运营涉及的几乎所有法律专业领 域都积累了丰富的经验。 杨丽君此前为美迈斯律师事务所北京代表处的并购 业务高级顾问律师。杨律师现已加入润明并担任一级 合伙人。她的专业领域包括并购、私募股权、证券发 售、债券发行和外商赴中国直接投资。

Run Ming

Shimin

Former partner rejoins Shanghai Shimin Japan practice veteran Qi Bin has rejoined Shanghai Shimin as a partner, leaving Run Ming, where he was a founding partner and helped built up the firm’s Shanghai branch.

Qi is noted for his years of work for Japanese clients, and his expertise in handling foreign direct investment and labour law issues.

He cited a major adjustment in Shimin’s business structure as the main driver behind his move to rejoin the firm. Shimin used to be part of the CAST Group, a leading provider for business advisory services in Japan and China and although it has now separated from the group, it remains the group’s preferred referral point in China.

“The new business model allows us to continue to develop our Japan practice, but also frees us up to expand our client base to include companies from Europe and the US,” Qi said.

He was a partner at Shimin before leaving three years ago to head Junyi’s Shanghai office. He

日本业务资深律师齐斌曾是润明律师事务所创始合 伙人，在润明上海分所筹建过程中发挥重要作用，齐 斌近日离开润明，重返上海世民律师事务所担任合 伙人。 齐斌为日本客户服务多年，尤其擅长处理外商直接 投资和劳动法领域的问题。 齐斌透露，世民业务结构的重大调整是促使他重返 世民的主要因素。CAST Group 是日本和中国市场领 先的商业咨询服务提供商，世民曾是该集团的组成部 分。目前，世民已脱离该集团，但仍是该集团法律业务 在中国的首选合作律所。 齐斌表示：“全新业务模式可帮助我们继续开拓日本 业务，亦使我们能自由开拓客户，将欧洲和美国企业纳 入服务范围之内。” 齐斌曾在世民担任合伙人多年，三年前，他离开世 民，担任君屹律师事务所上海分所主管。2007年4月， 君屹团队与新成立不久的北京润帛律师事务所合并， 成立润明律师事务所，齐斌由此成为润明的创始合 伙人。

CNPIC

East Associates

East Associates raids SOE for veteran Beijing firm East Associates has announced the appointment of Zhang Jiachun as a partner. He joins after two years at state-owned China National Pharmaceutical Industry Corporation, where he was a deputy general manager in charge of legal matters.

“Returning to private practice frees me from doing administration work and allows me to concentrate Zhang Jiachun, East Associates on legal practice,” he said.

Zhang has nearly 20 years of legal practice experience and focuses on banking, foreign direct investment, M&A, litigation, and arbitration. Before his in-house position, he worked at Beijing-based firm Kang Da as a partner for more than 10 years.

天达从国有企业招揽人才

近日，北京天达律师事务所宣布资深律师张佳春以合 伙人身份正式加入。在过去两年，张佳春任中国医药 工业有限公司副总经理，同时负责公司法律事务。对 于此次加盟天达，张表示：“在国企行政工作比较多，而 专业从事法律工作是我一直的兴趣所在。” 张佳春拥有将近20年法律工作经验，擅长公司、投资 及金融等法律事务。担任国企高管前，他曾在北京康 达律师事务所担任合伙人多年。

Shanghai City Development

Zhongmao

Zhongmao eyes major infrastructure projects Shanghai-based Zhongmao has hired Ju Heng as a partner in its real estate practice group. One of the firm’s key practice areas is advising on large infrastructure projects, which are usually driven ISSUE 6.4

NEWS | appointments >>

by the government and prior to joining Zhongmao, Ju was a partner with Shanghai City Development law firm for seven years. Before City Development, he worked as an in-house counsel in a real estate company for more Ju Heng, than 10 years.

Zhongmao “The volume of work coming in to us has grown significantly with the government’s stimulus package… We need to grow the real estate team to keep up with the increasing demand,” said Sheng Leiming, Zhongmao’s managing partner.

中茂发展基础设施项目合伙人团队

上海中茂律师事务所聘请鞠恒律师担任房地产业务团 队合伙人。为政府推动的大型基础设施项目提供顾问 服务是中茂的重要业务领域之一。加入中茂之前，鞠 恒自2002年在上海建纬律师事务所担任合伙人。进 入建纬工作之前，他曾在房地产公司担任公司内部律 师超过10年。 中茂管理合伙人盛雷鸣表示：“随着政府的经济刺 激方案出台，我们的业务量将会显著增长。我们需要 扩大房地产业务团队的规模，满足不断增长的需求。”

Guangdong Wansheng

瑞银吸收新合伙人

近日，瑞银律师事务所宣布周君加入该所成为深圳办 公室合伙人。周君在外商投资、跨境并购和WTO事务 领域拥有超过10年的工作经验。在加入瑞银前，周君 曾任广东万乘律师事务所的合伙人。 2004年，北京瑞银与广东瑞英律师事务所合并，实 现重要规模扩张。近期，瑞银上海办事处开业，旨在 满足长三角地区日益增长的客户需求。

Sheppard Mullin

Sheppard Mullin adds one to China practice Sheppard, Mullin, Richter & Hampton has added a new partner, Todd Bissett, to its China practice.

Bissett, who is experienced in advising emerging companies, private equity, venture capital and midmarket M&A, will split his time between Shanghai and Silicon Valley. Prior to joining Sheppard Mullin, he practiced for several years as a counsel in O’Melveny & Myers’ Shanghai and Beijing offices. www.legalbusinessonline.com

美国盛智律师事务所中国业务团队新增合伙人 Todd Bissett。Bissett 在新兴企业、私募股权、风险投资和 中型并购领域经验丰富。他将往返于上海和硅谷办公 室工作。进入盛智担任合伙人之前，Bissett 曾在美 迈斯律师事务所上海和北京代表处工作多年，担任顾 问律师。

Cadwalader, Wickersham & Taft

Cadwalader names new Beijing partner US firm Cadwalader, Wickersham & Taft has promoted Beijing-based lawyer Zhang Jiannan to partner. Zhang has worked as a counsel in the corporate/M&A group since joining the firm in 2007 and focuses his practice on corporate, securities, finance, M&A, venture capital, and international transactions.

The promotion is believed to be part of the firm’s China expansion. “We believe that our presence in China is important for our long term strategy, particularly as we see increased activity in many areas for which the firm is well recognised in the US,” said Christopher White, the chairman of Cadwalader.

RayYin & Partners

RayYin makes Shenzhen appointment RayYin & Partners has hired Zhou Jun as a partner from Guangdong Wansheng in Shenzhen. Zhou has more than 10 years experience in foreign investment, cross-border M&A and WTO matters.

RayYin achieved major expansion in 2004, when it merged with Guangdong Ruiying Law Firm. The firm recently launched a new office in Shanghai Zhou Jun, RayYin in response to the growing demands of clients in the Yangtze River Delta.

O’Melveny & Myers

盛智为上海代表处增加合伙人

凯威莱德晋升北京律师为合伙人

美国凯威莱德律师事务所晋升北京办事处律师 Zhang Jiannan 为合伙人。Zhang 2007年进入凯威 莱德，在公司/并购业务部担任顾问律师。他的业务专 长包括公司治理、企业组建、股权结构、合并及收购、 银行融资、公开募股、私募以及战略联盟等。 业内人士相信，Zhang 的晋升将是凯威莱德扩大中 国业务计划的一部分。凯威莱德董事长 Christopher White 表示：“我们坚信，中国业务对事务所的长期战略 具有总要意义，鉴于事务所在美国擅长的诸多业务领域 已经赢得越来越多的中国业务，我们对此尤为确信。”

Linklaters

Linklaters embarks on promotions drive Linklaters has made up three new partners and appointed four new counsel to the firm’s Asia offices as of 1 May. The three new Asia-based partners are financial markets lawyer Umesh Kumar in Hong Kong, corporate transactions attorneys Jiro Toyokawa in Tokyo and Samantha Thompson in Hong Kong.

Hong Kong-based lawyers Wilson Ang, Rosamund Barker and Howard Lam have been appointed to counsel from the litigation, capital markets and banking practices respectively, along with Singapore-based corporate & M&A lawyer Sophie Mathur.

The elevations are part of a global round of promotions for the firm. It recently elevated 18 new lawyers to partnership – two-thirds of whom were based in London – allowed 29 salaried partners to join the equity and appointed 18 new counsel.

年利达积极晋升人才

年利达律师事务所亚洲业务组最近新添三位新合伙 人和四位新顾问律师。 三位亚洲区新合伙人分别为：香港办事处金融市场 律师 Umesh Kumar、东京办事处公司交易律师 Jiro Toyokawa 和香港办事处的 Samantha Thompson。 香港办事处律师 Wilson Ang、Rosamund Barker 和 Howard Lam 分别被任命为诉讼、资本市场和银行 业务领域的顾问律师，同获任命的还有新加坡办事处 公司和并购律师 Sophie Mathur。 此次晋升是年利达全球人才晋升的组成部分，年利 达在全球范围内将18位律师晋升为合伙人，其中三分 之二位于伦敦，另有29位受薪合伙人获得股权，并任 命18位新顾问律师。

Fulbright & Jaworski

Fulbright adds six to Hong Kong office Fulbright & Jaworski has added six lawyers to its Hong Kong office, hiring China practice lawyer Jessica Fei as a counsel, transferring international dispute partners Richard Hill and Stefan Ricketts from London to Hong Kong, and adding three new associates – Eric Wong, Fung Lin Leung and Pengfei Fu. Fei joins from the China practice team of WongPartnership, where she was the head of dispute resolution Jessica Fei, Fulbright in China. She focuses on international arbitration, litigation and alternative dispute resolution. She will work in the firm’s Asia disputes team with Richard Hill, who relocated to Hong Kong from London as part of the firm’s continuing expansion in Asia.

Stefan Ricketts, who served as general counsel of a major energy company before joining Fulbright’s London office, will work with the energy transactions team in Hong Kong on outbound investment work with two of the three new associates.

Fulbright 加强香港律师团队

Fulbright & Jaworski 香港办公室近日扩充了律师团 队。该办公室聘请中国业务律师 Jessica Fei 担任 顾问律师，将国际纠纷业务合伙人 Richard Hill 和 Stefan Ricketts 由伦敦调至香港，并且新招聘三位律 师－Eric Wong、Fung Lin Leung 和 Pengfei Fu。 加入 Fulbright 之前，Fei 曾在新加坡王律师事务所 中国业务团队工作，主管中国的纠纷解决业务。她的 业务专长包括：国际仲裁、诉讼和替代性纠纷解决。 她将与 Richard Hill 共同进入 Fulbright 的亚洲纠纷 业务团队工作。作为 Fulbright 拓展亚洲业务的组成部 分，Richard Hill 将由伦敦转赴香港工作。 加入 Fulbright 伦敦办事处之前，Stefan Ricketts 曾在一家大型能源公司担任总法律顾问，他将进入 Fulbright 香港办事处的能源交易团队，与三位新律师 的其中两位合作，在境外投资领域提供顾问服务。

27

Kingfield: Provide quality services in focused areas

A

good attorney must be professional and the recognition of this by the community is the foundation of a law firm. Kingfield Law Firm has always been building itself on the base of professionalism.

During an interview with the partners of Kingfield, “professionalism” is the key word.

We regard a lawyer as the “interpreter” of laws and regulations, providing a bridge between legal regulations and real life, said Jane Zhang, senior partner of Kingfield.

“The legal system is highly professional, which needs to be translated and related to the concrete and complicated activities in life. We, as lawyers, have to, on one hand, explain the legal articles to the customers to help them deal with their problems and on the other hand, summarise the social activities into professional legal terms to the law-executors,” Zhang said. “To be a good interpreter, you have to be a master of relevant laws, and also familiar with the practices and situation of your practice area.”

What’s more, a lawyer must have a profound vision for the development of the legal system, or the changes in social life and the tendencies of the legal authorities, Zhang continued, so that the legal service they provide stands the test of time.

Having a full understanding of their roles, partners with Kingfield are dedicated to providing the most professional legal service in their areas of expertise, which include mergers & acquisitions, corporate restructuring, securities and capital market, foreign direct investment in China, international trade and shipping, and real estate. Indeed, some of the firm’s senior partners are frequently the top choices for clients in need of services in these areas.

The Kingfield’s partners make up a powerful team through effective cooperative

28

and interest-sharing mechanisms. “We may not have as much resources at our disposal as large firms, but we can maneuvre our team much easier thanks to the close relationship between our partners,” said George Wang, senior partner of Kingfield.

“In today’s market, when the client choose legal services, they are not just seeking the brand effect of large firms, but value more of the professional knowledge, skills, experience and attitude of the attorneys,” added Nancy Zhang, senior partner of Kingfield.

Over the years, Kingfield has provided legal services on a number of major deals. It was the legal counsel for the M&A project of Sinotrans Group; the China Youth Travel Service’s (CYTS) acquisition of Wuzhen (乌镇), a historic and cultural City in South China’s Zhejiang Province; and the listing of mainland enterprises on the Hong Kong Stock Exchange. Its clients in the real estate sector include leading US real estate developers and investors, and major international investment banks and real estate funds. Large domestic import and export companies are also among Kingfield’s major clients and have confidence in its services in foreign trade and shipping.

During the service for the Sinotrans Group, not only were the professional skills in M&A and corporate restructuring utilised, but also the partners’ former experiences of working as legal counsel in the logistics and shipping sectors came into play, and ensured “high value-added” services for the client.

Moreover, the firm’s services have withstood the test of time. The CYTS’ buying Wuzhen (乌镇) took place before the law regulating the protection of Historic and Cultural City was issued. However, the attorneys of Kingfield made sufficient assessment of the legal risks for CYTS and came up with appropriate solutions to the many potential problems,

which coincided with the relevant regulations revealed at a later date. And during the listing of Shandong Molong Petroleum Machinery Company Limited and China Starch Holdings Limited on Hong Kong Stock Exchange, Kingfield’s experiences in both domestic and overseas capital market enabled lawyers to compile a persuasive narration and solution, which was embraced by the authorities.

Kingfield is good at handling complicated and professional legal disputes, in which they always tailor the safest and most favourable solution for clients. In the legal dispute of a national import & export company whose goods were wrongfully picked up by a trade company when stored at the port, most firms would have suggested the company apply for arrest of the cargo ship and claim losses against the carrie, despite the associated risk involved. However, attorneys with Kingfield insisted on taking the operator of the port as the defendant. They persuaded the client to take their plan, which proved to be successful.

“Thanks to the rich experiences working in different sectors, we are able to combine universal legal terms with the specific situation in each area, and come up with the most appropriate solution to their [the client’s] legal issue,” said Jingwei Zhang, partner of Kingfield.

Since forming, Kingfield has been grown rapidly in terms of staff numbers and the size of the business. But the firm is not planning to expand in a hurry. “Sure we want to expand, but we won’t seek expansion at the cost of what we always cherish: that is to provide the most professional legal service in each field we specialize in,” says Jingwei Zhang. “Our short-term goal is to be the best instead of biggest. Sure, in the long run, we hope to reach a considerable scale which will still be based on the ‘best’. And for an ambitious firm, three years is just a start.”

ISSUE 6.4

Firm Profile

Kingfield Law Firm

乾丰：在专注的领域提供最佳服务

优

秀的律师一定是专业的，行业内对 于律师事务所的认同，是一家律师 事务所生存的基石。乾丰律师事务 所正是一个把自己的生存稳稳地建 立在专业基石上的一家律师事务所。 在对乾丰合伙人的采访中，“专业”是一个 关键词。他们对“律师职业”有着自己的独特见 解。乾丰律师认为：“律师是法律和法规的“翻 译”，是法律法规和现实生活的桥梁。” “法律系统是非常专业的，需要通过“翻译” 才 能与现实生活中具体复杂的行为联系起来。我 们作为律师，一方面，要向客户 “翻译” 法律条 款，帮助他们进行法律风险的评估，另一方 面，要将现实行为抽象到对应的法律条文，供 法律执行者使用”，“要想成为一个优秀的“翻译” ，你不仅要精通相关法律，还要非常熟悉该领 域内的商业实践”。 乾丰高级合伙人张淑珍律师特别强调：“律 师应当对法律系统的发展、现实生活的变化和 立法与执法机构的倾向性意见都有深刻的理解 和认识，才能使自己提供的法律服务经得住时 间的考验。” 正是因为对自己的职责有着深刻的理解，乾 丰的合伙人们才能在特定领域内提供最专业的 法律服务，包括公司并购、公司重组、证券和 资本市场、外商直接投资、国际贸易和海运和 房地产等。在每一领域都必然有一到两名高级 合伙人是客户们的首选。 乾丰的合伙人们不仅是各自领域的专家，还 通过有效的合作和利益共享制度组成了一个强 大的团队。乾丰高级合伙人王英波律师说：“我 们虽然没有大型律师事务所那么众多的人员， 但是由于合伙人之间的密切联系，能够灵活机 动的进行团队合作。” 乾丰高级合伙人张莉萍律师说：“在当今市场 下，当客户选择法律服务时，不是一味的追求 大所的品牌效应，而是更加关注律师的专业知 识、技能、经历和态度。” 多年来，乾丰为多个重大商业交易提供法 律服务，并处理了大量的法律纠纷。乾丰担 任了Sinotrans集团整体上市、中青旅股份 （CYTS）收购乌镇旅游历史文化名镇项目及 内地企业在香港联合交易所上市的专项法律

www.legalbusinessonline.com

顾问，其房地产业的客户包括美国领袖地产开 发商和投资者、主要国际投资银行和不动产基 金，其国际贸易和海事部以中国各大进出口公 司为其主要客户。 在Sinotrans集团整体上市过程中，公司并购 和重组方面的专业技能以及合伙人以往在物流和 海运方面的工作经验，确保了为客户提供高附加 值的服务。此外，乾丰的服务是经得起时间考验 的。中青旅收购乌镇项目时，尚无历史文化名镇 保护方面的法律、法规，但乾丰律师凭借其对法 律基本原则的深刻理解，出具的历史文化名镇保 护方面的意见，符合了其后颁布的历史文化名城 名镇名村保护条例的规定。在山东墨龙石油机械 股份有限公司及中国淀粉控股有限公司在香港联 合交易所上市过程中，乾丰丰富的境内外资本市 场专业服务经验，在该企业的上市过程中起到重 要的作用。乾丰律师对相关问题的详尽有力的阐 述和解决方案，获得了监管机构的认同，从而确 保了客户的境外融资目标得以实现。 乾丰律师擅长处理复杂、专业的法律争议，以 敏锐的视角挖掘案件的细节，设计出对委托人最 为稳妥、有利的诉讼方案。在某进出口公司进口

的2万吨成品油争议中，乾丰律师的这一特质得 到充分的体现。在该公司因为其存放在港口的货 物被一家贸易公司恶意提取的法律纠纷中，很多 律师事务所建议此公司申请扣押承运船舶，并且 向承运人主张索赔，尽管他们知道这样会承担某 些法律风险。然而，乾丰律师经过全面分析，认 为应将港口经营者作为被告。他们说服客户采用 此方案，并且取得了巨大成功。 “由于在不同行业的丰富工作经验，我们可 以将统一的法律规定结合每个领域特殊情况， 形成最恰当的解决法律事务的方法。”乾丰的合 伙人张景伟说。 在众多行业内精英客户的支持下，乾丰所自 成立以来，人员和业务规模得到快速增长，保 持着总收入每年高速的增长。但乾丰目前并不 急于扩大规模。“我们当然希望发展，但是不会 为此而牺牲一直以来信守的原则：即在专注的 领域为客户提供最专业的法律服务。我们的近 期目标是做业内最优，而不是业内最大。当 然，我们的长期目标是在最优的基础上，达到 一个相当的规模。对于一个立志高远的企业而 言，三年的时间才是一个刚刚起步的阶段。”

29

CHINA SE ASIA AUSTRALASIA JAPAN Hong Kong

CHINA’s LEADING LEGAL EVENT OF THE YEAR The 6th annual ALB China Law Awards will be held on 24th April 2009 in Shanghai.

This extravagant, black-tie gala event is the most highly regarded platform for recognizing success and achievement in the legal industry. The awards will deliver the most comprehensive view of players in Chinese legal services. And submissions for Deal of the Year, Firm of the Year and in-house legal categories are now open.

Contact our dedicated ALB Awards team for more information about making a submission or to join in celebrating the excellence of China’s legal industry.

The Westin Bund Center Shanghai – 24 April 2009 Deal Categories

Law Firm Categories (Cont)

Debt Market Deal of the Year

Rising Law Firm of the Year

Energy & Resources Deal of the Year

Offshore Law Firm of the Year

Equity Market Deal of the Year

West China Law Firm of the Year

M&A Deal of the Year

North East China Law Firm of the Year

Project Finance Deal of the Year

Zhejiang Law Firm of the Year

Real Estate & Construction Deal of the Year

Jiangsu Law Firm of the Year

International Dealmaker of the Year

Tianjin Law Firm of the Year

China Dealmaker of the Year

Shenzhen Law Firm of the Year

China Deal of the Year

Hong Kong Law Firm, PRC Office of the Year

Law Firm Categories Banking Law Firm of the Year

Guangzhou Law Firm of the Year

Dispute Resolution Law Firm of the Year

Porsche Centre Shanghai Award Shanghai Law Firm of the Year

Grant Thornton Award Insolvency & Restructuring Law Firm of the Year

LexisNexis Award Beijing Law Firm of the Year

Insurance Law Firm of the Year CCH Award IP Law Firm of the Year

Gieves & Hawkes Award Managing Partner of the Year

Shipping Law Firm of the Year

International Law Firm of the Year

Tax & Trusts Law Firm of the Year

China Law Firm of the Year

For information about submission: Iris Ma Email: iris@kmimail.com Tel: +852 2815 5988 For sponsorship opportunities: Amanda Ho Email: amanda@kmimail.com Tel: +852 3520 1359 For general inquiries: Dara Yam Email: dara@kmimail.com Tel: +852 2815 5988

In-House Team Categories Banking & Financial Services In-House Team of the Year Investment Bank In-House Team of the Year China Legal Career Award Foreign Company In-House Team of the Year Chinese Company In-House Team of the Year MWE China Law Offices Award China In-House Team of the Year

Awards Sponsors

ALB enjoys alliances with the following organisations

Official publication

ALB ASIAN LEGAL BUSINESS

Event organised by

FEATURE | In-house survey 09 >>

in-house survey 09 For law firms, there is nothing more frightening than the prospect of in-house legal teams scaling back the amount of work they outsource. Due to the financial crisis everyone is now getting edgy… ►► Methodology

The ALB China In-house Survey 2009 was an online survey sent directly to more than 4,000 general counsel and their legal teams across Greater China, Asia-Pacific and Gulf regions. Covering a variety of hot topics from external legal panels and legal spend to what in-house lawyers really demand from their external legal providers, the survey presents a detailed and accurate picture of the 2009 in-house legal landscape. The results are tabulated and graphed on the following pages.

►► Respondent profile Australia & New Zealand

5% 10%

Singapore

22%

4%

UAE & Gulf India 12%

25% 11%

11%

Hong Kong Japan China Korea

►► Type of company 10% MNC

22%

SOE 68%

32

MNC

T

he press has had something of field day reporting on the woes of private-practice lawyers over the past year or so. From layoffs to salary freezes, law firm collapses to more ridiculous measures such as the strict enforcement of stationery quotas, it seems many firms have felt the pinch of cost-cutting measures. But how are the region’s in-house lawyers faring in the economic crisis? Are they facing the same pressures, and in what areas are these most apparent?

The results of the ALB China Inhouse Survey confirm that in-house lawyers, like their private-practice counterparts, are under the pump; facing cost-cutting measures left, right and centre. But when in-house teams want to cut costs they do not necessarily look to the same areas as law firms do. Rather, they look to their single largest liability: the amount of money they spend on outside counsel.

And while this is by no means a new phenomenon, it is a concern which has taken on new meaning in the second worst financial crisis in living memory.

Pressure

While in-house lawyers may not have to deal with the prospect of salary freezes, equity contributions or the possibility of a law firm collapse, life in-house, it seems, has never been tougher. Shrinking legal teams, dwindling internal and external budgets, and the ever-intrusive hand of company management are just a few of the hurdles that most in-house lawyers across the region have to negotiate on a daily basis. One should not mistake these for new occurrences – they have been happening, in one form or another, for much of the past 20 years.

However, they are now being given greater attention.

The extent to which these issues have become the focal point for many in-house departments may be gauged by tracking the change in the amount of work in-house lawyers are handling themselves, the complexity of this work and the speed with which they are expected to complete it, says Gavin Ingram, corporate counsel for Asia with BlueScope Steel. “An economic downturn doesn’t equate to a downturn in one’s legal obligations. We are much busier now than we have been over the last 12 months and handling maybe twice as many matters than we were in the last quarter of 2007. Matters come across my desk with a regularity I have not seen for a long time,” he says.

But it is not only the flow of work that has increased. The types of matters that in-house lawyers are handling has also become increasingly diverse.

“The flavour of work has shifted. In the upturn we were looking more at acquisitions and fresh investments, but now the focus is more on meeting the individual needs of the business. Now we are looking more at receivables and the deferral of projects and, of course, litigation as well.”

While the work that Ingram and his team are handling now may be categorically different than in the past, the work being done by the in-house team at one of the world’s largest investment banks follows the flow of the international economic environment. “The work now has a different spin to it. Market volatility has created different issues in matters that were going since before the global financial crisis took hold,” says the regional general counsel at a US-based investment bank, who declined to be named. “Some of our lawyers who were previously doing CDO originations and advising on the front end of M&A ISSUE 6.4

feature | In-house survey 09 >>

transactions are now following on with back-end work, litigation, private bank work and similar things.”

But whether the work is completely different or more focused on the back end of transactions, the role of corporate counsel across the region remains the same: to assist their company in realising its commercial objective – staying afloat in troubled times. “The key point for in-house lawyers is to be extra conscious of providing commercial outcomes for business units to help their companies reach their objectives,” says David Flavell, Asia-Pacific general counsel for Danone Asia. “It is a crucial time for in-house lawyers to ensure they are closer than ever to the business and understand the business environment.”

The pace at which this business environment is changing has implications for the timeframes in which in-house lawyers are expected to resolve matters. All in-house lawyers interviewed by ALB China noted that deadlines for matters had been cut – and cut drastically. “One of the most visible manifestations of this crisis is that our deadlines have been shaved,” says Peter Elliot, general counsel for Fitness First Australia. “In a sense, this is similar to what private practice lawyers are experiencing. A matter will land on my desk and I will be expected to provide my board with an answer in a very, very short timeframe.”

Ingram adds. “The churn is a relatively new phenomenon. Increases in the amount of work being handled in-house and even the types of matters we are taking on have been themes rolling through the past decade, but turnaround times have been pressurised by the current economic situation.”

Multi-tasking

At this point one might assume that more work, different types of work and quicker delivery would mean the region’s general counsel are afforded a cast of many to help them. This, however, is not the case, with in-house lawyers remarking that the size of their in-house teams had shrunk over the past 12 months and they had received edicts from above to not fill some vacant positions. “My team has been cut by about 30% over the last few months,” Elliot says. “We have vacancies that can be filled but we www.legalbusinessonline.com

Heard in-house: China’s in-house lawyers on budgets, outsourcing and the top firms “We usually don’t use international firms as their fees are much more expensive than domestic firms. For us, the ability of a lawyer is essential, no matter which firm they come from. We’re preparing for an IPO in Hong Kong and Shanghai; although it brings a lot of work to firms, our in-house team try to do as much as possible” Yan Zhizhong, GC of Shanghai-based Zonfa Electric Group

“Price is definitely an element that we consider when choosing legal advisors but, more importantly, it depends on jurisdiction and what kind of service we need. For global transactions, we have a list of international firms that we traditionally use. For domestic asset transfer or paper preparation, we usually choose local top-tier firms such as AllBright in Shanghai and Jun He in Beijing” Julie Zhu, GC of North Asia AkzoNobel

“Salaries in mainland China are still low compared to international levels… To hire a new local legal professional won’t cost as much in China but they may significantly decrease our expense on outsourcing. In term of the amount of work we outsource, domestic firms are our main choices but when it comes to value, it’s a different story. We tend to use international firms in cross-border transactions to ensure the quality of service. One major deal done by an international firm may outstrip the total value of a number of domestic deals” Guo Junxiu, GC of China Eastern Air Holding

won’t bring any new staff on until we have a clearer indication of where the market is headed.”

This, of course, means using what one already has in a more ‘flexible’ manner.

As the general counsel at the US-based investment bank explains: “What we are doing now is making full use of the existing talent we have. We are looking to double-hat and triple-hat more. The first thing we do when someone leaves is not to look for a replacement but to see how their work can be split among other people.”

The extent to which these issues are wholly new is a different question.

In-house lawyers across the region readily admit that increasing the amount of work handled in-house, slashing internal and external budgets, and squeezing more out of inhouse teams have been goals towards which they have been working for the

best part of 20 years. It has only been the recent onset of the global economic crisis that has made attaining these goals more pressing. “Maximising efficiency, reducing costs and better serving broader company objectives are things that many in-house departments have been trying to do for the last 20 years,” Ingram says. “But now the economic climate has added urgency to this goal.”

But just how is this being achieved?

Slash and burn

As the results of the ALB China Inhouse Survey 2009 indicate, when in-house teams look to minimise costs they do not only look to pare their teams or cut travel budgets; they also look long and hard at their largest liability – the amount of money spent on retaining outside counsel.

“Companies across the region are 33

FEATURE | In-house survey 09 >>

►► what does Your company spend on external legal counsel?

►► Over the past 12 months has your company’s annual legal spend on external counsel grown?

US$10,000– US$100,000

7% 14%

10% 8%

25%

US$100,000– US$250,000

US$500,000– US$1,000,000 36%

12%

►► How often do You review the composition of your legal panel?

22%

►► what changes have you incorporated as a result of the financial crisis?

Infrequently/ ad hoc

Every two years 14% 40%

Every three years Other

looking to do this now more than ever,” Elliot says. “Some, I hear, are slashing the amount by ridiculous amounts and really concentrating their efforts on keeping the figure as close to zero as possible, but there are other things that will come out of this process.”

The “other things” to which Elliot refers involve analysing spending patterns for outside counsel, the frequency with which they are used and the typical matters on which their advice is sought. In addition, internal reviews are now under way at many of the region’s top companies which seek to “streamline” (read: centralise) the decision-making process. “We have just updated our guidelines for retaining in-house counsel. And we uncovered a number of things. Firstly, we have found that we use them on some matters for which we don’t need them and, secondly, that the decision to use them is sometimes a little all over the place. We have now put measures in place to reduce costs here and make sure we can monitor what stays inhouse and what goes out more closely,” says the general counsel at the USbased investment bank.

The same general counsel goes on 34

32%

20%

26%

Annually

14%

2% 1%

26%

US$1,000,000– US$5,000,000 US$10,000,000+

10%

10%

17%

US$250,000– US$500,000

Grown by 1–20% Grown by 21–50% Grown by 50+% Contracted by 1–20% Contracted by 21–50% Contracted by 50+% Remained stable

15% 13% 26%

Started to use international firms less Started to use international firms more Started to use domestic firms less Started to use domestic firms more No discernible change

to note that he had heard of similar companies undertaking the same task and coming to similar conclusions, but was quick to point out that the exercise need not only result in the cutting of external budgets or a decrease in the amount of work sent outside. “Such reviews are about setting up legal departments post-global financial crisis and normalising relationships with external legal providers. The latter especially may have become a little too fluid to manage of late.”

Good news for law firms, perhaps. But as always, a review of the relationships between in-house departments and external counsel is a process likely to dredge up age-old issues. These issues, according to many of the region’s top in-house lawyers, are yet to be to satisfactorily addressed by law firms, with legal fees (or, more accurately, billing practices) top of the agenda.

Failure to be clear and concise

All the in-house lawyers interviewed

by ALB China noted that it is the ability of firms to offer quality and commercial results that will dictate who gets legal work from companies.

The survey reveals that firms who

can guarantee high quality work, meet deadlines and be proactive in the running of projects have a good chance of continuing to receive work from in-house clients.

Nonetheless, the consensus opinion is that most law firms struggle to deliver these apparently basic demands. “What law firms need to understand is, compared to when I was a partner at a law firm, I now receive 10 times more e-mails, am looking after 10 times more matters and can be working on projects in four or five different countries at the same time with only a small in-house team. I do not appreciate having to proof read documents and correct typos, major drafting mistakes – this happens all too often,” Flavell says.

Elliot cites similar experiences and notes that some of his external lawyers never fail to disappoint. “Some of them have problems with the basics. I don’t want my external counsel to just play lawyers. I give them work and I get the impression that they give me advice with one eye on their cost agreement. I don’t want wishy-washy advice; I can’t take that to my board.”

In essence, in-house lawyers are looking for their external lawyers to be proactive, to be a step (or two) ahead of the game – but not too far ahead.

“The APAC region can be very difficult and the legal position is often unclear.

However, a lawyer who gives me advice along those lines is of no use. I expect firms to give me their ‘best call’ on how they think we should Gavin Ingram, proceed and give me Bluescope Steel reasons to back up their view – I’m sorry to say this does not happen very often,” Flavell says. “On major projects I want my lawyers to be three or four steps ahead of us taking charge to ensure we get where we need to be. I have found only a couple of lawyers that do this.”

But external advisors need to strike a balance between being proactive and doing more than was asked, explains the general counsel at the US-based investment bank. “I just want lawyers we use to do what we ask – nothing more, nothing less. They shouldn’t do work we haven’t briefed them on, they should just provide the advice.”

ISSUE 6.4

feature | In-house survey 09 >>

Be flexible

►► How much legal work does your company outsource?

The efforts of law firms that have been trying hard in this area have not gone unnoticed. One area in which this is most apparent is in relation to fee arrangements where flexibility has become the order of the day. Having said that, all in-house lawyers ALB China interviewed noted that there is still some way to go but this does not necessarily mean a massive reduction in fees.

Rather, it is the little things that count.

In-house lawyers want some uniformity. “Our external lawyers have been very flexible in terms of offering fee reductions, extended payment terms and holding back on some work,” Ingram says. “They have shown they are willing to be flexible and – this is perhaps most important – they have an understanding that we must work together through this difficult time.”

Nevertheless, external lawyers should not be surprised if an invoice is returned to them marked with a ‘please explain’. “What irritates me the most is when I get an e-mail from a law firm and about 60 other lawyers at that firm are cc’d in. You can bet that the other 59 lawyers will charge for receiving, opening and reading the email. When I get a bill like this I send it back straight away. Firms that are not flexible here and more generally snotty about reducing fees wear my patience; we can take our work elsewhere,” says the regional

8% 7%

1–20%

8%

35%

90%

90%

82%

61–80% 42%

81–100%

general counsel of a US-based investment bank.

And the consensus is that despite the more flexible approach being adopted by firms, the charge-out rates at some international firms operating in the region remain too high, disproportionately so according to Flavell.

“The fees being charged in Hong Kong and China are still excessive. Just because a firm is a ‘Magic Circle/Wall Street’ firm in the UK or US does not mean they justify the same fees in HK and China. Some firms and lawyers are excellent and may justify these fees, but many of these firms significant amounts of the time cannot,” he says.

Is this the window through which those firms outside the Magic Circle may attract more work from the region’s largest multi-nationals? The consensus is that this is a distinct possibility.

87%

91%

93% 86%

88%

70% 60% 50% 30%

30%

23%

27% 17%

20%

Provision of newsletters, seminars and training

Provision of commercial perspective

Understanding of your business

Responsiveness/ turnaround time

Billing flexibility

Level of fees charged

Individual lawyer reputation

Firm reputation and brand

Ability to advise across multiple practice areas

Geographic reach

Expertise in specific area

www.legalbusinessonline.com

IT platform

6%

10% 0%

24%

41–60%

80%

40%

8%

21–40%

►► The most important criteria in choosing a law firm are 100%

►► who does your legal department outsource work to?

68%

Domestic law firms International law firms Other

“There are various second-tier UK and US firms or first-tier Australian firms with offices of similar size to Magic Circle firms in the various parts of the region with experienced partners who have been working in the region for long periods and offer much cheaper rates. If I can obtain the services of a very good partner at the same rate as a mid-experienced associate from a Magic Circle firm, why use the more expensive firm?” Flavell asks.

His question is one currently being asked by in-house teams across the region. All of the lawyers ALB China spoke to agreed that the answer isn’t likely to result in legal departments cutting the number of external firms they use or – as is the case in the US – see the end of the legal panel.

“The very point of the legal panel is that it offers companies who have operations in different locations around the globe access to knowledgeable local legal advice,” says Ingram, who uses one US-based international firm for most of his external legal counsel.

It seems many companies are likely to retain their legal panels in the near future, if only because the size of the region means limiting external counsel to one or two firms is not practical.

Nevertheless, as the ALB China Inhouse Survey 2009 indicates, there is no guarantee the size or composition of such panels will remain the same.

“I think it is fair to say that we are looking at the number of firms we use in the APAC region and looking to reduce the number and build stronger relationships with a smaller number of firms. Of course the size of the region means it is impossible to use the same one or two firms across the region,” Flavell says. ALB 35

FEATURE | Singaporean firms in China >>

The Singapore connection Much has been written about international firms in China and the focus has largely been on Magic Circle, US or Australian firms. But Singapore firms have also made a substantial contribution. ALB reports

T

he numbers are staggering.

Thus far in 2009, China has logged 22 announced outbound M&A deals, including two of the largest on record. The cumulative deal value of US$16bn is a new record, according to Dealogic.

Still boasting a relatively robust economy – although admittedly not as robust as 12 months ago – China

36

continues to be a lucrative market for both international and local firms. But where do Singaporean firms fit in?

Listings

In years past, a major source of work for Singapore firms was Chinese companies looking to list offshore.

“This was until September 2006, when a new requirement was introduced ISSUE 6.4

FEATURE | Singaporean firms in China >>

“Prior to September 2006, business was picking up and we had a number of clients looking to list offshore, but the regulatory changes have, basically, made this difficult” Boon Ann Sin, Drew & Napier where PRC domestic companies effectively needed to seek MOFCOM and CSRC approval to list overseas – that put a dampener on this type of work,” says Drew & Napier director Boon Ann Sin. There was a transition period, whereby companies who had already transferred their assets prior to September 2006 were permitted to list without Boon Ann Sin, approval, but this Drew & Napier window has now closed.

“Prior to September 2006, business was picking up nicely and we had a number of clients looking to list offshore, but the regulatory changes have, basically, made this difficult,” Sin says.

Outbound M&A

Loo Choon Chiaw of Loo & Partners says there has been a definite shift in the direction of Chinese investment.

“Since the early 1980s, the PRC has been the biggest beneficiary of foreign direct investment. The statistics suggest that the trend may soon be reversed as PRC enterprises begin to venture abroad – the figures released by the PRC Ministry of Commerce speak for themselves,” he says. Over the past nine months, Loo & Partners has been instructed by PRC state-linked conglomerates on several substantial acquisitions of coal and other mineral assets in Mongolia, Russia, and Indonesia; the building of an electricity and heating plant in Russia on a BOT basis; and the design and building of a coal dedicated port terminal in Russia.

There is little doubt that outbound China M&A will continue to rise. “It has not fully taken off yet, but there is an increasing level of interest,” Sin says. “The bigger Chinese companies www.legalbusinessonline.com

are resource-hungry and there will be opportunistic buying – we’ve had queries, for example, from oil and gas entitles looking to buy assets.”

Loo agrees. “I expect our Greater China practice to receive more instructions from our PRC clients on outbound FDI in the natural resources and energy space,” he says. “The negative impact of the global financial crisis may ironically turn out to be a catalyst in expediting outbound FDI as the costs of overseas acquisitions become cheaper to our PRC clients.”

Loo points to the recent A$1.3bn stake acquisition by Hunan Hualing Iron & Steel Group in Fortescue Metals Group in Australia and the proposed US$1.2bn acquisition by Minmetals of Australia’s OZ Minerals as illustrations of this.

It is no coincidence that both of these headline transactions involve Australian targets and it leads some to suggest that if the predicted M&A spree does occur, it will not necessarily be a bonanza for Singapore firms. “If prices fall, Singapore is only one of many potential target countries,” Sin says.

Loo Choon Chiaw, “Particularly with the Loo & Partners focus on commodities, other markets such as Australia and South Africa will be more attractive propositions.”

Inbound M&A

In contrast to outbound FDI from China, the inbound side of the equation has been somewhat slow.

Thomson-Reuters calculated in April that China’s cross-border inbound volumes had reached US$3.4bn from 103 deals, down 42% from the same period last year.

►► Singapore firms in China KELVIN CHIA PARTNERSHIP, SHANGHAI Entered market: 2004 Chief representative: Sim Siew Kiang KHATTARWONG, SHANGHAI Entered market: 2003 Chief representative: Tan Chong Huat RAJAH & TANN, SHANGHAI Entered market: 2003 Chief representative: Yang Lih Shyng RODYK & DAVIDSON, SHANGHAI Entered market: 1996 Chief representative: Hoh Li Hia Josephine WONG PARTNERSHIP, SHANGHAI Entered market: 2004 Chief representative: Gan Kain Koon Gerry * Information correct as at August 2008 ** Drew & Napier also had a Shanghai office which closed in 2008

37

FEATURE | Singaporean firms in China >>

“We believe that companies will continue to move into China to tap into the large domestic market.

One of our International China Practice’s key strengths lies in advising Singaporean companies moving into China ” Lin Song, KhattarWong

38

However, the work is still there for firms who choose to look for it – particularly those based in Singapore.

“China and Singapore have enjoyed a strong trading relationship for many years now,” says Lin Song, co-head of KhattarWong’s international China practice. “According to International Enterprise Singapore, China has been Singapore’s top foreign investment destination since 1997. For the past three years, bilateral trade has been growing by more than 25%, making Singapore the eighth largest investor in China.” He adds that strong trade relations between China and Singapore have correspondingly led to an increase in legal work, particularly in the M&A, FDI and IPO areas.

Sin says there is still a significant level of interest from Singapore firms looking to invest in China.

“They are at saturation point in Singapore, so they are looking to invest in China – often in a different area of business, to try and get a second engine,” he confirms.

KhattarWong continues to see strong potential for inbound investment. “The importance of inbound investments has certainly not been diminished,” Song says. “We believe that companies will continue to move into China to tap into the large domestic market.

One of our International China Practice’s key strengths lies in advising Singaporean companies moving into China. For instance, we advised SMRT Corporation on its acquisition, via its subsidiary incorporated in Hong Kong, of a 49% equity interest in Shenzhen Zona Transportation Group, a company incorporated in the PRC, for a consideration of approximately S$90m.”

There may also be opportunity in other areas. “Our international China practice has seen an increase in arbitration work and we predict that workflow in this area will continue to grow strongly. Thus far this year, our firm has handled multi-million dollar claims involving parties from America, Asia and Europe,” says Hee Theng Fong, head of the international China practice at KhattarWong, “While the global financial crisis may affect M&A activities adversely, it is a factor

that has contributed to the rise of arbitration cases.”

Local relationships

Given the prohibition on foreign firms advising on local law, Singapore firms need to have close relationships with local firms. Drew & Napier works with a number of Chinese firms, including Tian Yuan in Beijing and King & Wood. “We work together on long projects and quite often we are in daily communication,” Sin says.

“Having worked on other transactions together, the partners know each other fairly well. There are strong cultural ties between Singapore and China.

Singapore is a major trading hub of the region and the relationship with China is important if we are to prosper.”

Meanwhile, KhattarWong, which has been established in China for several years, has formed relationships with local firms which Song describes as “counting as family”. “Where the transaction demands expertise from further afield, KhattarWong engages our fellow Interlex law firms in China – and these are by and large the bigger international firms,” he says. “Essentially, we have grown our capabilities to be an offshore firm with onshore capabilities and an international outlook.” ALB ISSUE 6.4

Profile firms in China >> | Singaporean FEATUREFirm

Loo & Partners LLP

事务所简介

俊

昭法律事务所成立于1985年，主要提供银行、金融、公司、证券和商业等领域全方 位的法律咨询和服务。 敝事务所多年来立足于新加坡，虽未建立海外分所，但已与众多地处世界金融商 贸中心的顶尖法律事务所建立了良好的合作关系。 来自东盟国家、中国大陆、香港和台湾的法律事务所的庞大人脉关系和完善的合作网络，赋予 我们独特的战略地位，并使敝事务所得以提供跨地区和全面性的一条龙专业法律服务。

主要联系人：

我们的标志蕴含的理念 吕俊昭

陶丽

邹阿源

吕俊昭 主任律师 ccloo@loopartners.com.sg +65 6322 2288 +86 13601734608

陶丽 律师 taoli@loopartners.com.sg +65 6534 3288 +86 13911000063

邹阿源 法律顾问 zouayuan@loopartners.com.sg +65 6322 2235 +86 13261017421

俊昭法律事务所 诉讼及非诉讼律师 新加坡执业公证人及宣誓官 商标代理人 地址：新加坡厦门街88号3楼 邮编：069907 电话：+65 6534 3288 传真：+65 6534 0833 电邮：mail@loopartners.com.sg

www.legalbusinessonline.com

简洁的双圆反映出我们为顾客提供法律服务的态度：简单、有效、高效率、不拖泥带水。我们的 标志体现着我们的理念，蕴含着我们的企业文化。 双圆意含圆满。这对圆圈虽相似，但不相同，每一个圆圈都有自己的特殊含义，分别代表着 客户和我们：上方（厚实且沉重）的圆圈代表我们的客户，它时刻提醒我们竭尽所能，实实在 在完成客户委托的重任；下方的圆圈代表敝事务所，它强调我们以客户利益为重且“以客为尊” 的一贯处事风格。 双圆象征我们“与客为伍”，即客户和敝事务所是战略伙伴，同心协力，一起面对每天的挑战。 虽然我们是客户的亲密伙伴，但正如这对圆圈的位置所寓意的，我们与客户间保持一定的距离： 紧密但不相连——以此保证我们能够站在客观的角度，为客户提供应对挑战的最佳方案。

我们的承诺：

• • • • • •

成为同行中的佼佼者 吸纳、留用信念坚定之忠诚贤达 充分发挥每位成员的潜能 成为客户的战略合作伙伴 完善自我，节省支出，提高效能，为客户提供更佳服务 保持稳中有长的盈利能力，加大投资以提升我们的整体实力，为成员提供有竞争力的报酬

专业领域

敝事务所一直坚持精品店的模式，一如既往的主要集中在银行、金融、公司、证券和商业领域， 提供全方位的诉讼或非诉讼相关的法律咨询和服务，主要业务包括但不限于： • 企业挂牌上市及后期法律事宜 • 企业融资及结构重组 • 收购和反向收购 • 尽职调查 • 公司管理 • 基金及资产管理 • 资产证券化

39

FEATURE | Offshore firms >>

ALB China investigates the quest of offshore firms for marketleading presence in Greater China as the need for an offshore element to major transactions intensifies

L

Offshore firms head into mainland market 40

awyers say that offshore structures help clients avoid the definite problems that come with dying, and the potential problems that come with living. However, the use of these structures and vehicles is still a relatively new phenomenon in China, where local companies are not quite as familiar with offshore laws as clients in some other countries.

Thanks to the instruction of local and international firms (onshore firms) over the past few years regarding how an offshore structure can help protect investors’ assets while minimising their exposure, offshore firms’ China-related business has significantly increased – even in the global downturn. Chinese clients are now starting to recognise offshore firms’ expertise in managing offshore projects and bridging the regulatory gap between mainland China and the legal framework based on English common law which is universally understood and accepted.

The gateway

Despite three decades of reform of the economic structure and its opendoor policy, the Chinese legal market is still not quite liberal enough for many firms. Fortunately, Hong Kong serves as a gateway, which allows international firms to explore mainland China – and vice versa – and makes it more convenient for PRC business players to build up international connections.

As offshore firms are relatively small in size and therefore need to be strategic in geographic presence, Hong Kong is usually the first step western entities take on Asian soil. Up until now, almost all major offshore firms – namely Appleby, Conyers Dill & Pearman, Harneys, Maples and Calder, Ogier and Walkers – have set up offices in Hong Kong, but none of them have an office in the mainland.

ISSUE 6.4

FEATURE | Offshore firms >>

“We are very satisfied with our present structure of global network and we have no plans to set up an office in the mainland Everton Robertson, in the near future,” says Michael Gagie, partner Walkers of Harneys, which has offices in Hong Kong, the Cayman Islands, the British Virgin Islands (BVI) and London. “Hong Kong is an important hub for the firm’s business in Asia-Pacific as it has traditionally been a gateway for PRC clients to connect with the western economies and offshore jurisdictions.”

More than 80% of the firm’s work comes via instructions from onshore

“Hong Kong is an important hub for the firm’s business in Asia-Pacific as it has traditionally been a gateway for PRC clients to connect with western economies and offshore jurisdictions” Michael Gagie, Harneys firms, according to Gagie. Therefore, it is fair to say that to maintain and strengthen links with these onshore firms is perhaps even more important than trying to develop new clients, although to understand clients’ needs is always a vitally important component.

PRC firms including King & Wood,

►► offshore firms: top deals in the past 12 months Appleby Name of deal: Champion REIT - Langham Place acquisition Value: n/a Appleby’s role: Cayman and BVI counsel for the client Summary: Appleby advised Champion REIT in relation to its HK$12.9bn (US$1.65bn) acquisition of Langham Place and its financing via (i) capital raising consisting of an international placing of a convertible bond and an international equity placing aggregating to HK$7.64bn (US$979m) and (ii) term facilities of HK$2.45bn (US$314m).

Name of deal: Honghua Group Limited Hong Kong IPO Value: US$410m Appleby’s role: Cayman counsel for the client Summary: Appleby acted for Honghua Group Limited in its listing on the HK Stock Exchange in relation to issuance of 833,360,000 shares under the Global offering, 750,024,000 International Offer Shares.

Maples and Calder Name of deal: JPMorgan Greater China Property Fund Value: approx. US$600m Maples and Calder’s role: Cayman counsel for the client Summary: Fund was formed to invest across all real estate sectors in China, Hong Kong, Macau and Taiwan. Its primary focus was the development of new properties and investments will be made across the office, residential, retail and hospitality sectors by creating project-level JV arrangements in Greater China.

Name of deal: China Shanshui Cement Group Limited Hong Kong IPO Value: approx. US$270m Maples & Calder’s role: Cayman counsel for the client Summary: Maples & Calder advised China Shanshui Cement Group Limited on its HK$2.1bn (approx. US$270m) global offering and listing of shares in Hong Kong.

Walkers Name of deal: Asia Pacific Land’s acquisition of The Centre in Shanghai Value: US$480m Walkers’ role: BVI counsel for the borrower Summary: Walkers acted alongside Paul Hastings for a group of BVI borrower entities in respect of an Asia Pacific Land leveraged acquisition financing of a property known as “The Centre” in Shanghai, one of China’s most prestigious properties.

Name of deal: China Medical Technologies, Inc’s concurrent offerings Value: US$240m www.legalbusinessonline.com

Concord & Partners, Jun He and Grandall have all brought work to Harneys. “We can see that PRC firms have grown significantly in recently years through the volume of work coming from them,” Gagie says.

To obtain work from onshore firms in China is a competitive business and,

Walkers’ role: Cayman counsel for the client Summary: Walkers were involved in China Medical Technologies, Inc’s concurrent offerings of US$240 m of convertible senior notes due 2013 and up to 4,693,877 purchased American Depositary Shares in August 2008.

Conyers, Dill & Pearman Name of deal: Country Garden convertible bonds offering Value: US$600m Conyers Dill & Pearman’s role: Cayman counsel for client Summary: Country Garden issued US$600m convertible bonds pursuant to Regulation S, with a concurrent synthetic share buy-back through a cash-settled equity swap transaction valued at US$250m.

Harneys Name of deal: Armada Floating Solutions Limited Value: US$48m Harneys’ role: Counsel for the client Summary: Harneys advised on an Islamic finance deal for the acquisition of a floating production storage and off-loading vessel, the Armada Perkasa, and to finance the upgrading and refurbishment of the vessel.

Name of deal: CVC Asia Pacific – Genting Sanyen MBO Value: US$109m (RMB 745m) Harneys’ role: BVI counsel for the client Summary: Harneys advised CVC Asia Pacific on the BVI law aspects of the structuring of an investment in Genting Sanyen Industrial Paper (Malaysia) and other Genting paper and packaging group companies. Deal comprised what is believed to be one of the first and largest MBOs in Malaysia. Harneys acted alongside Clifford Chance (Singapore) and Mourants in forming and structuring both the Bidco and the joint venture company.

Ogier Name of deal: Re-structuring of Lehman Brothers Value: n/a Ogier’s role: Cayman counsel for Lehman Summary: Ogier advised Lehman in relation to the corporate restructuring of approximately 100 subsidiaries of Lehman Brothers Holdings.

Name of deal: Wahaha – Danone JV dispute Value: US$1bn Ogier’s role: BVI counsel for the receiver (KPMG) Summary: Ogier advised the receivers (KPMG) in relation to proceedings brought by the French food giant Danone against the Wahaha Group of companies concerning a US$1bn joint venture dispute in mainland China.

41

FEATURE | Offshore firms >>

Communication problems

►► Offshore law firms in Asia Name

Appleby Conyers Dill & Pearman Harneys Maples and Calder Ogier Walkers

Locations across world

Offices in Asia-Pacific

Number of partners

Number of fee earners (non-partner)

8

Hong Kong

55

165

11

Hong Kong, Singapore

43

142

4

Hong Kong

22

approx. 40

7 11 7

Hong Kong

61

150

Hong Kong, Tokyo

39

approx. 220

Hong Kong, Singapore

50

110

Notes: Based on information provided by listed law firms by the date published

with no time difference, Hong Kong offices serve as effective springboards to the mainland. “Our Hong Kongbased lawyers often arrange business development trips to Beijing and Shanghai to meet with the onshore international and local firms as well as our direct PRC clients,” says Frances Woo from Appleby.

An offshore firm’s Hong Kong office is usually busy as it is not only serving

42

clients from Greater China but also often acting as an execution office for the firm’s entire Asia practice. “We take the hard work out of dealing with a jurisdiction which is 12 to 13 hours behind China,” says Christine Chang, joint managing partner at Maples and Calder. “Aside from the physical filing of paperwork at the necessary registries in Cayman or BVI, almost everything else is handled here in Hong Kong.”

Although Cayman and BVI entities have long been used for the purposes of both inward and outward investment with the PRC, it often still takes a long time for offshore firms to clearly work out the expectations of clients who are not familiar with the advantage of offshore structures.

Frances Woo, “Rather than an Appleby independent advisor as onshore firms, we play a co-counsel role to clients and therefore seamlessly working with all parties is extremely important,” says Everton Robertson, Hong Kong partner with Walkers. “As clients will not necessarily find us doing large transactions, we often visit law firms and key clients active in China, give presentations and hold conferences to introduce ourselves.”

The advantages of offshore structures include “tax reasons, legal certainty, and investors’ expectation”, says Duncan Smith, Hong Kong-based partner with Ogier. “The use of offshore structures is

ISSUE 6.4

FEATURE | Offshore firms >>

“As clients will not necessarily find us doing large transactions, we often visit law firms and key clients active in China, give presentations and hold conferences to introduce ourselves” Everton Robertson, Walkers definitely a preference for both PRC and international clients. Investors feel more reliable in these offshore jurisdictions where the court system is efficient and accountable. In recent years, our Chinarelated work has seen a significant rise in volume with the instruction of onshore firms,” he says.

And there are a growing number of Chinese clients who now are more active in looking for offshore legal providers due to their increasing knowledge of the legal and regulatory environments of the offshore jurisdictions, say Zhang Xuebing, partner of Zhong Lun in Beijing.

However, some offshore firms, such as Appleby, still feel they are struggling

www.legalbusinessonline.com

to tap mainland markets due to a series of challenges. While lawyers in Hong Kong are usually conversant in English, Cantonese and Mandarin, communication with PRC clients and local firms in writing remains a difficult area to combat, especially as most international firms’ websites and marketing materials are in English.

Even so, it is now easier than ever before to work with the giant state-owned PRC companies as they usually have management teams with international experience. Also, offshore firms are hiring a substantial number of Chinese-speaking staff to facilitate their PRC clients. For example, Harneys has

two lawyers plus a paralegal speaking Mandarin and Cantonese in Hong Kong; Maples and Calder has more than half a dozen fluent Mandarin speakers among their fee earners; and over half of Conyers Dill & Pearman’s lawyers in Hong Kong and Singapore are both Cantonese and Mandarin speakers.

“We organise seminars and receptions in Beijing and Shanghai, and send out newsletters to our Hong Kong and PRC clients in Chinese so that they can become more familiar with offshore concepts and issues,” says Christopher Bickley, a partner in the Hong Kong office of Conyers Dill & Pearman. “The aim of the Hong Kong Christopher Bickley, office is to provide real Conyers, Dill & time advice on Cayman Pearman Islands, BVI, Bermuda and Mauritius law to clients in the Greater China region. China is an ever growing market and we therefore try to make our services as easy to use as possible for PRC clients.” ALB

43

Sign off >> Mix of announced Asia-Pacific M&A deals by country – Q1 2009 – Volume

Other

Hong Kong

Japan

South Korea

China

Indonesia

Australia India

Philippines Malaysia

Source: Mergermarket

Einfeld still undecided S

peeding kills – as many Australian billboards tell you – and it turns out it can also mangle your career.

It was believed that Marcus Einfeld, the former Australian Federal Court judge who was recently jailed for a minimum of two years for lying on statements to avoid a speeding fine, would agree to the NSW Bar Association declaring him not a fit and proper person to remain on the roll of legal practitioners. Thus having his name removed from the roll.

However, reports now suggest Einfeld may seek a six-week adjournment to decide whether to lodge a guilty plea for professional misconduct.

The matter is due to return to the Supreme Court next month and the NSW Bar Association will call witnesses, and ask for the matter to go to a hearing if Einfeld decides to dispute the point.

44

Blake Dawson Wiki-peed off after web revelations A

ustralian firm Blake Dawson, recently discovered that its Wikipedia page had been hijacked by an unknown contributor, liberally disclosing details of the firm’s alleged job and cost cuts on the online encyclopedia.

The additional information to the reader-written webpage included information on alleged staff cuts

to come, mentioned Allens Arthur Robinson and Freehills and even disclosed salary details for the firm’s partners. “The firm’s partners receive an average of A$850,000 each per annum,” the mystery scribe reported.

The firm had not yet confirmed the accuracy of the reports at the time of going to press.

Weil Gotshal cancels NY jaunt G

raduates of Weil Gotshal & Manges hoping to tour the Big Apple this year are set to be disappointed after the US firm confirmed recently that they will be scrapping their New York vacation scheme in light of the economic crisis.

The firm – whose New York vacation scheme was launched just one year ago

– joins a string of firms, including Norton Rose and Field Fisher Waterhouse, who have recently cut back their summer vacation scheme programmes due to the economic downturn.

Hill Dickinson, however, has bucked the trend by reportedly almost doubling its vacation schemes.

Now everyone can own a law firm D

ifferent types of lawyers and non-lawyers will now be able to jointly own legal firms, thanks to the introduction of Legal Disciplinary Practices (LDPs) in the UK – an effort

by The Solicitors Regulation Authority to encourage more effective competition and increase access to justice.

The introduction of LDPs will allow law firms to be owned by different types of lawyers and a proportion of non-lawyers – a milestone on the journey to alternative business structures, which will allow for full non-lawyer ownership and for law firms to be listed on the stock exchange.

ISSUE 6.4

LONDON

伦敦

•

•

PARIS

巴黎

•

HONG KONG

•

香港

•

•

SINGAPORE

新加坡

•

•

BRISBANE

•

MELBOURNE

•

PERTH

•

墨尔本

•

柏斯

布里斯本

•

SYDNEY

•

悉尼

•

AUCKLAND

•

奧克兰

•

WELLINGTON

•

威灵顿

When the market turns will you be ready?

In-house

Private Practice

Senior Counsel Beijing Well known international technology corporation

Head Patent Attorney (5 yrs exp) Beijing This international law

Assistant General Counsel Beijing Working closely with the General Counsel,

Mid-Senior Associates (4-7 yrs pqe) Hong Kong PE/M&A associates are needed for this well known international firm. Mid to senior-level lawyers are sought, and those with Hong Kong qualification will be given preference.

Other jurisdictions qualified with several years PE/M&A experience in Hong Kong will also be considered. It is mandatory that you have pervious experience in PE and/or M&A gained at a reputable firm. Must be fluent in English and Cantonese or Mandarin. Ref: 8105/CB

desires a Senior Counsel to work on China and APac matters. Our client, a Fortune Top 50 US MNC, is looking for superior candidates with strong interpersonal skills and the ability to stand up to challenges. This is a leadership role covering greater China and needs a dynamic person. You must have a strong corporate/ commercial background. Knowledge of PRC market and management experience is required. Mandarin fluency is a must. Excellent prospects and remuneration for the ideal candidate. Ref: 5563/CB this is a senior role with tremendous growth potential within one of the world’s biggest companies. PRC law degree and a foreign law degree are prerequisites, together with a foreign bar admission and international firm training. The position requires corporate commercial experience. Our client is looking for a dynamic and business savvy person who has excellent English language skills. Ref: 8079/CB

PRC Commercial Contracts Lawyer Shanghai Very unique position in this

global conglomerate. The role is to provide legal support to all business units and requires substantive and up-to-date knowledge of rules, regulations and laws governing contracts in China. Work will include dealing with Chinese government bodies and agencies and may also require involvement and advising on policy.

Excellent communication skills are required. Ref: 8091/CB

Compliance Professional Beijing World famous financial institution needs

a compliance professional with proven experience in any of the following areas: wealth management, asset management, funds and investment management or trading platform experience. Those having experience with a regulator such as the CSRC will have an advantage. Work with top-notch clients and deals as the firm continues to expand in China. Ref: 8078/CB

China Contract Manager (7-8 yrs pqe) Shenzhen Seeking an experienced contract lawyer from a global organization who has worked for an international business in China. This international corporation needs someone to review, draft, advise and negotiate on various agreements and contracts for their China business. Candidates need good working knowledge of corporate law, general commercial, property and tenancy-related matters with a multicultural mindset.

Fluent spoken and written Chinese and English are required. Ref: 8102/CB Legal Counsel (6-8 yrs pqe) Hong Kong This global industrial company seeks a seasoned lawyer to fill a sole counsel role covering Hong Kong and Taiwan.

Applicants must have general corporate commercial experience in addition to having worked on PRC JV and/or M&A deals. Candidates who are confident, self sufficient and have the skills to communicate with senior management will excel. Ability to read and write Chinese, Mandarin and Cantonese, is a prerequisite. Ref: 8126/CB

firm is a specialist in the IP field and is seeking a lawyer to lead a team of patent attorneys. Candidates must have established prior experience and be a qualified patent lawyer. International exposure is preferred. Excellent communication skills in both English and Chinese are needed. Ref: 8106/CB

Legal Translator (2 yrs exp) Beijing A leading international law firm now

seeks an experienced legal translator to join its Beijing office. The qualified applicant must have a minimum of 2 years solid legal translation experience from either international law firms or top tier PRC law firms. Bachelor or masters degree in English or translation is preferred. PRC national only.

Ref: 8006/CB

Marketing Executive (4 yrs exp) Beijing A reputable international law

firm seeks a Marketing Executive to be based in its Beijing office. The qualified candidate must have a minimum of 4 years solid experience in marketing from professional service organizations, especially from law firms, accounting or consulting firms; prior experience with an international law firm is ideal.

Experience handling media/PR, coordinating events and building up client relationships is desirable. Excellent written and spoken English and Mandarin.

Marketing degree or other business qualification is necessary. Ref: 8120/CB

Marketing Manager (3-5 yrs exp) Shanghai or Beijing This role is a generalist marketing position within a highly regarded international law firm.

The incumbent will have prior international law firm experience and will be able to write presentations in Mandarin. Additional responsibilities include coordinating events, creating brochures and handling PR. Fluent English is required along with native Mandarin. Ref: 8117/CB Research Coordinator (1-3 yrs exp) Shanghai or Beijing New opportunity to support the business development team by researching clients, performing market analysis and investigating specific practice areas. Must possess strong written and verbal English communication skills.

Successful candidate will be highly customer service oriented, technologically savvy, be able to multi-task and demonstrate good judgment in a fast paced environment. Ref: 8123/CB

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

www.hughescastell.com