China Legal Business 6.5

ISSUE 6.5

Mid-tier rising

Using the downturn to make their mark

中型律所把握金融危机带来的机遇

Capital markets

Getting ready to unearth GEM

创业版成为业内新焦点

Outbound M&A

Australian firms take lion’s share of legal work

澳大利亚律所受惠中国企业海外并购潮

CHINA

ALB China Law Awards 2009 Who’s who of China’s legal profession 2009年中国法律界“奥斯卡”获奖名单揭晓 n DEALS ROUNDUP n LATERAL MOVES n MARKET STATS n Regulatory UPDATES n UK, US REPORTS

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Editorial >>

Growth despite the downturn

F

or the stock markets, corporate earnings and most other indicators of economic activity, 2008 was clearly a year of intense highs and lows. Staying on an even keel throughout the turmoil, however, was China’s rapidly maturing legal market. When faced with challenges and obstacles, the legal profession sees an opportunity.

A swathe of growing domestic firms expanded their office networks, strengthened and broadened their service offering, and applied themselves to more cross-border work than ever. Meanwhile, healthy international firms, often joined by their domestic counterparts, played key roles on a number of increasingly complex and sophisticated high-profile transactions.

This year’s ALB China Law Awards, held in Shanghai on 24 April, recognised and celebrated the achievements of China’s leading firms, in-house legal teams and dealmakers during 2008. In this issue, we provide a complete list of the winners – 64 organisations who shared 97 trophies across 36 categories.

Differing from previous ceremonies, this year’s awards were shared between the largest numbers of organisations ever and for the first time a special ‘Rising Firm’ category was added to recognise firms that are at a relatively early stage of their development but are already making a significant impact on the market. This is a true reflection of the country’s ever more dynamic and diverse legal market.

Some of those firms are exploiting the crisis to recruit internationally experienced lawyers and are winning more instructions from companies that traditionally used their top-tier counterparts.

For firms in the advanced stages of development, the economic downturn offers an opportunity to review their business model and strategy, optimise resources, and improve the integration between practice groups and offices. And for general counsel it is a good time to get the best value for money – perhaps by looking beyond the top tier.

IN THE FIRST PERSON “For some types of transactions, using a good mid-tier firm probably costs as much as using a toptier firm, but clients will get much more value from the mid-tier firm for the same amount of legal fees” Scott Guan, Jade & Fountain (p8)

“After a decade of discussion and preparation, the much-anticipated launch of the growth enterprise market is finally within sight” Zhu Linhai, AllBright (p40)

“Certainly the outbound work is a lot more significant than it was even a year ago, and the importance of resources [for China] and the decline in prices has made Australian assets more attractive” Stephen Minns, Mallesons Stephen Jaques (p44)

A swathe of growing domestic firms expanded their office networks, strengthened, broadened their service offering and applied themselves to more cross-border work than ever

2

CHINA

ISSUE 6.5

CONTENTS >>

contents

ALB China issue 6.5

28

44

48

COVER STORY

28 ALB China Law Awards 2009 A complete list of winners from this year’s ALB China Law Awards, revealing the top lawyers, firms, in-house teams and deals in the country

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ANALYSIS

REGULARS

COMMENTARY

8

12 • • • • •

16 Regulatory Paul, Weiss

Mid-tier firms rise to the occasion Are mid-tier players emerging as winners amid the global financial crisis?

10 Strategic M&A Financial services companies are vigilantly looking to expand their operations by engaging in a different sort of M&A during the year ahead

FEATURES 40 Capital markets: GEM With the Growth Enterprises Board set to launch later this year, securities lawyers talk about the opportunities on offer

• • •

NEWS Jingtian & Gongcheng’s promotion drive Herbert Smith promotes 13 to partner Zhongyin opens in Shenzhen Paul Hastings names new Shanghai chair Zhongwang IPO puts China back to top of global rankings Quartet secures Chinalco financing work Skadden launches dispute resolution in Asia Salans establishes Hong Kong office

13 UK report 15 US report 27 Mergermarket M&A update

44 M&A: The new gold rush As domestic companies take advantage of the bargains available on the global market, ALB China analyses the recent Chinese buying spree in Australia 48 Real estate: Back to basics As dealmaking slows in the real estate sector, lawyers are tapping into alternative forms of work

4

52 Sign off

17 Antitrust Grandall 18 International tax Azure Tax 19 Singapore Loo & Partners 20 Regulatory Tahota 21 Arbitration SIAC

PROFILES 25 Lifang 26 Longan 43 Chen & Co 51 Kingfield

ISSUE 6.5

NEWS | news >>

deals in brief

Firm: K&L Gates Client: Tianjin Port Development Holdings

| CHINA/HONG KONG | ►► China Zhongwang IPO Value: US$1.3bn

Lead lawyer: David Zhang

Firm: Morrison & Foerster Client: Underwriters Lead lawyer: Ven Tan

Firm: Conyers Dill & Pearman Client: China Zhongwang

Ven Tan Morrison & Foerster

Firm: Commerce & Finance Client: China Zhongwang Firm: Latham & Watkins Client: China Zhongwang

| CHINA/US | ►► Changyou.com IPO and Nasdaq Listing Value: US$138m

• IPO is largest worldwide so far this year, breaking the eightmonth drought on billiondollar IPOs since China South Locomotive raised US$1.6bn in August 2008 • China Zhongwang is one of Asia’s largest extruded-aluminium product makers

• Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith were joint bookrunners and representatives of underwriters • First IPO on Nasdaq and second IPO in the US this year

Firm: Campbells Client: Changyou

• Largest IPO in US by Chinese company since July 2008

Firm: Commerce & Finance Law Offices Client: Changyou Firm: Goulston & Storrs Client: Changyou

HEADLINE DEAL

Firm: Jingtian & Gongcheng Client: Underwriters Lead lawyer: Fu Siqi

Firm: Richards Butler Client: China Zhongwang Lead lawyer: KC Mok

| CHINA | William Barron Davis Polk

Firm: Davis Polk & Wardwell Client: Joint bookrunners Lead lawyer: William Barron

►► Grand Point Investment - Tianjin Port Company stake acquisition Value: US$1.8bn

Firm: King & Wood Client: Underwriters

Firm: Freshfields Bruckhaus Deringer Client: Grand Point Investment

• Changyou.com and Sohu.com listing of 7.5 million American depositary shares

Firm: Global Law Office Client: Tianjin Port Development

“The China Zhongwang listing is significant not only for its size but for its role in raising investor confidence in the IPO market in Hong Kong…

It has overcome extreme market volatility and uncertainty. While the market still has a long way to recover to its pre-2008 activity, the listing indicates a positive turning point in the market” Ven Tan, Morrison & Foerster 6

| CHINA |

Holdings Lead lawyer: Liu Jinrong

►► CPIC Life - Changjiang Pension shares acquisition Value: US$73m Liu Jinrong

Global • Grand Point Investment signed agreement to acquire 56.81% stake in Tianjin Port Company Limited from Tianjin Port (Group) Company

| CHINA/HONG KONG | ►► CITIC Bank - CIFH stake acquisition Value:US$1.7bn Firm: Richards Butler (in Association with Reed Smith) Client: CITIC Group Lead lawyer: Denise Jong Firm: Freshfields Client: China CITIC Bank Lead lawyer: Christopher Wong

Denise Jong Richards Butler

• China CITIC Bank has agreed to acquire a 70% interest in CITIC International Financial Holdings (CIFH) for US$1.7bn from CITIC Group and Gloryshare Investments • CIFH previously listed on Main Board of Hong Kong Stock Exchange • Acquisition will allow CITIC Bank to expand branch network to other international finance centres and establish stronger presence in Hong Kong

| CHINA/CANADA | ►► CNPC International - Verenex Energy acquisition Value: US$350m Firm: Dewey & LeBoeuf Client: CNPC International Lead lawyer: Ingrid Zhu-Clark • CNPC International, subsidiary of China National Petroleum, has acquired Canada's Verenex Energy • The acquisition of Verenex, which holds oil assets in Libya, will give CNPC a stake in a promising Libyan oil concession

Firm: King & Wood Client: China Pacific Life Insurance Firm: Zhong Lun Client: Changjiang Pension Lead lawyers: Jeremy Dai, Gong Lefan • China Pacific Insurance (Group) announced that its subsidiary China Pacific Life Insurance (CPIC Life) will acquire shares of Changjiang Pension Insurance (Changjiang Pension) for approximately US$73m • King & Wood has been a longstanding legal advisor to China Pacific Insurance having advised on the group’s IPO in 2007 and on the investment by Carlyle in 2005

| CHINA/US | ►► Ctrip - Home Inn shares acquisition Value: US$50m Firm: Latham & Watkins Client: Home Inn Lead lawyer: David Zhang Firm: Maples & Calder Client: Home Inn Firm: Shearman & Sterling Client: Ctrip

David Zhang Latham & Watkins

• Nasdaq-listed Home Inns and Hotels Management has signed agreement to issue US$50m of shares to Ctrip.com International through private placement • Upon completion, Ctrip’s shareholding in Home Inns will be increased from 9.64% to 18.25%

| CHINA | ►► Airbus A340 aircraft sale Value: US$87m

Firm: Run Ming Client: Bank of Communications Finance Leasing Lead lawyer: Liu Yi • Sale and leaseback of two Airbus A340 aircraft by Bank of Communications Finance Leasing with China Eastern Airlines • Partner Liu Yi led Run Ming team ISSUE 6.5

NEWS | news >>

advising on transaction, which aims to optimise fleet and raise new funds to improve cash flow

| HONG KONG | ►► Anheuser-Busch InBev Oriental Brewery sale Value: US$1.8bn Firm: Sullivan & Cromwell Client: Anheuser-Busch InBev Lead lawyers: Michael DeSombre, Urs Fankhauser Firm: Kim & Chang Client: Anheuser-Busch InBev

►► YOUR MONTH AT A GLANCE Firm

Jurisdiction

Deal name

Value (US$m)

Deal type

Campbells

China/US

Changyou.com IPO and Nasdaq listing

138 Equity market

Commerce & Finance Law Offices

China /US

Changyou.com IPO and Nasdaq listing

138 Equity market

China/Hong Kong

China ZhongWang IPO

1,300 Equity market

Conyers Dill & Pearman

China/Hong Kong

China ZhongWang IPO

1,300 Equity market

Davis Polk & Wardwell

China /US

Changyou.com IPO and Nasdaq listing

China/India

PwC - BearingPoint acquisition

25 M&A 350 M&A

138 Equity market

Firm: Bae Kim & Lee Client: Oriental Brewery

Dewey & LeBoeuf

China/Canada

Firm: Simpson Thacher & Bartlett Client: Oriental Brewery

CNPC International - Verenex Energy acquisition

Freshfields

China

Grand Point Investment - Tianjin Port Company stake acquisition

1,800 M&A

China/Hong Kong

CITIC Bank - CIFH stake acquisition

1,700 M&A

Global Law Office

China

Grand Point Investment - Tianjin Port Company stake acquisition

1,800 M&A

Goulston & Storrs

China/US

Changyou.com IPO and Nasdaq listing

Jingtian & Gongcheng

China/Hong Kong

China ZhongWang IPO

Jun He

China/India

PwC - BearingPoint acquisition

King & Wood

China/US

Changyou.com IPO and Nasdaq listing

China

CPIC Life - Changjiang Pension shares acquisition

• Anheuser-Busch InBev sold shares in Oriental Brewery to entity established by US private equity firm KKR

| CHINA/INDIA | ►► PwC - BearingPoint acquisition Value: US$25m Firm: Davis Polk & Wardwell Client: BearingPoint Lead lawyers: Kirtee Kapoo, Mark Lehmkuhler, Howard Zhang

1,300 Equity market

Firm: Jun He Law Offices Client: BearingPoint

K&L Gates

China

Firm: Singhania & Co Client: BearingPoint

Grand Point Investment - Tianjin Port Company stake acquisition

Latham & Watkins

China/US

Ctrip acquisition of shares in Home Inn

China/Hong Kong

China ZhongWang IPO

Firm: Linklaters Client: PricewaterhouseCoopers Firm: Talwar Thakore & Dayal & Associates Client: PricewaterhouseCoopers Firm: Wilmer Hale Client: PricewaterhouseCoopers • PwC is acquiring a significant portion of BearingPoint’s North American commercial services business and associated global delivery centres in China and India for US$25m

138 Equity market

25 M&A 138 Equity market 73 M&A 1,800 M&A 50 M&A 1,300 Equity market

Linklaters

China/India

PwC - BearingPoint acquisition

Morrison & Foerster

China/Hong Kong

China ZhongWang IPO

25 M&A

Run Ming

China

Airbus A340 aircraft sale

Richards Butler

China/Hong Kong

CITIC Bank - CIFH stake acquisition

1,700 M&A

China/Hong Kong

China ZhongWang IPO

1,300 Equity market

Sullivan & Cromwell

Hong Kong

Anheuser-Busch InBev - Oriental Brewery sale

1,800 M&A

Wilmer Hale

China/India

PwC - BearingPoint acquisition

25 M&A

Zhong Lun

China

CPIC Life - Changjiang Pension shares acquisition

73 M&A

1,300 Equity market 87 Finance

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

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alb@keymedia.com.au

61 2 8437 4700

7

NEWS | analysis >>

Analysis >>

Mid-tier firms on the way up With the struggling economy seeing many clients adopting cost-cutting measures and experienced lawyers on the move, some mid-level players are quickly rising to the occasion. ALB China reports

T

he impact of the global financial crisis on the legal market has become increasingly visible over recent months. Redundancy announcements at major international firms’ China offices have been making headlines and while news about layoffs at top-tier domestic firms has not been made public, it is currently a hot topic among lawyers, alongside salary cuts, recruitment freezes and the four-day working week.

On Totoo, a popular online forum for Chinese law students and lawyers, the most read and responded to messages are those containing details about major plunges in revenues and cost-cutting measures at market-leading firms such as Jun He, King & Wood, Zhong Lun and Commerce & Finance.

However, this is not necessarily bad news for everyone in the legal market.

Since the beginning of the year, there

8

has been a steady flow of top-level lawyers joining mid-tier firms. As promotions and recruitment in the toptier firms have slowed, many mid-tier players now have a better chance to attract lawyers who previously worked for international or large domestic firms and have a proven history of cross-border transaction work. A little more than a year ago, recruiting these types of candidates would have been a tough task.

“International firms and top-tier domestic firms are among the most affected groups by the global financial crisis. Mid-tier businesses are also experiencing a slowdown, but not as drastically,” says Scott Guan, co-managing partner of Shanghai firm Jade & Fountain. The firm recently appointed three new partners who joined from Freshfields, Gide Loyrette Nouel and Zhong Lun.

“As large firms adjust their productive capability and capacity to demand, many senior associates and partners start to review their career path and progression. For them, joining midtier firms, particularly those with an effective management structure and good prospects for growth, has become an attractive career development option in a changed business climate,” he says.

Another factor contributing to this trend is that, compared to top-tier counterparts which are in advanced stages of development, mid-tier firms have significant growth potential, in light of geographical expansion, depth in particular practice groups and breadth of expertise. That is why some mid-tier firms are still actively hiring, especially in selected areas.

Jade & Fountain, for example, appointed international trade and anti-dumping expert Song Liwei as a ISSUE 6.5

NEWS | analysis >>

partner to expand the firm’s practice into this new area. Other recent examples include Beijing Broad & Bright’s appointment of Xiong Tao from O’Melveny & Myers in Shanghai; and Hanyi’s hiring of an ex-Jingtian & Gongcheng partner to head its Beijing office.

Run Ming is another firm where job openings remain. In April, the firm appointed two new partners in Beijing, and one of them is the new executive partner Charles Liang, who was previously general counsel for Alstom in China.

“We are actively looking for highcalibre lawyers to join the firm. We want to continue to strengthen our existing practices, and fill the gaps between client demand and our service provision,” Liang says. “It is a good opportunity for us to hire people, because there’s much more talent available in the market than before.”

On the radar

In addition to attracting skilled and experienced lawyers, the current economic situation also presents opportunities for mid-tier players to develop new clients and win more instructions from companies that traditionally used international and top-tier domestic firms.

With lower overheads, mid-tier firms are generally regarded as competitively priced alternatives, especially when

►► Mid-TIER MIGRATION – Recent lateral hires Name

Current firm

Previous firm/organisation

Location

Charles Liang

Run Ming

Alstom

Beijing

Kathy Yang

Run Ming

O’Melveny & Myers

Beijing

Stephen Lou

Gao Peng & Partners

King & Wood

Beijing

Wang Yingzhe

Hanyi

Jingtian & Gongcheng

Beijing

Song Liwwei

Jade & Fountain

Gide Loyrette Nouel

Shanghai

Xiong Tao

Broad & Bright

O’Melveny & Myers

Shanghai

Andy Liao

HHP Attorney-At-Law

Linklaters

Shanghai

Jeffrey Yang

Jade & Fountain

Freshfields

Shanghai

it comes to lower-risk services. Amid the global financial crisis, the price advantage has made mid-tier firms more attractive to general counsel, who are under pressure to find ways to reduce legal spending.

However, partners from leading midtier firms argue that the main reason for general counsel to switch to mid-tier firms is not lower fees but their ability to offer better value for money.

“For some types of transactions, using a good mid-tier firm probably costs as much as using a top-tier firm, but clients will get much more value from the midtier firm for the same amount of legal fees,” Guan says. “Mid-tier firms can dedicate more resources to service one client and partners are hands-on and readily accessible to clients.”

Kingfield partner Nancy Zhang agrees that lower costs alone won’t help mid-tier firms acquire top clients

in the current miserable economic conditions. “As clients become more cost-sensitive, top-tier firms will also lower their fees if necessary to retain their clients. The global financial crisis will result in lower average legal costs,” she says. “And even under great cost-cutting pressures, large and sophisticated companies won’t want to take higher risks for using cheaper legal advice.”

However, Zhang points out that good prospects still exist for some mid-tier firms to gain a greater share of the top-end market. “In times like these, large companies are more willing to look outside their traditional relationships and seek other options,” she says. “But they will only give an opportunity to a new firm if it has the right knowhow, appropriate resources, and a high-quality and proven track record.” ALB

金融危机成为中型律所崛起机遇

近

几个月来，全球金融危机对法律服务市场的 影响日益显现。大型国际律师事务所中国代 表处裁员的消息屡现报端。虽然国内顶尖事务所裁 员的消息鲜有报道，但是减薪、暂停招聘和四天工 作制均是近期律师们热议的话题。 土兔（Totoo）是颇受国内法学院学生和律师欢迎 的网上论坛，该论坛的发帖情况显示，与君合、金 杜、中伦和通商等领先事务所收入骤降和削减成本 措施详情相关的帖子最受关注，回帖率最高。 不过，对部分法律从业者来说这些并非坏消息。 自年初以来，一些一流律师陆续加盟中型律所。由 于顶尖律师事务所的晋升和招聘机会有所减少，诸 多中小型律所对曾在国际或大型国内事务所工作国 的，且具有丰富跨境交易经验的律师的吸引力日渐 加大。与一年多以前的情况截然不同。 上海九州丰泽律师事务所联席管理合伙人管云翔 表示：“国际所和侧重国际业务的国内一流律所受全 球金融危机的影响最为严重。中型所的业务亦无法 避免地受到影响，但降幅不大。”该所近期任命了三 位新合伙人，分别来自富而德、基德和中伦。 他认为：“由于大型事务所开始调整业务结构和 部门人员，诸多高级律师和合伙人开始重新考虑其 职业规划和发展方向。对这些律师而言，加入具备 高效管理结构和良好增长前景的中型律所，已成为 新经济环境下更明智的选择。”

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促成该趋势的另一因素在于，较之已经发展到一 定阶段的大型律所，中小型事务所的增长潜力更加 巨大。他们拥有更广范的业务扩张空间，并可以在 特定专业领域继续深度发展，同时也有开设分支机 构的需求。这正是很多中小型律所仍积极招揽人才 的原因，在特定业务领域尤其如此。 以九州丰泽为例，该事务聘请国际贸易和反倾销 专家宋立伟担任合伙人，拓展事务所在这一全新领 域的业务。此外，北京世泽任命来自美迈斯上海办 事处的熊涛；翰一聘请竞天公诚前合伙人担任北京 办事处主管。 润明亦是一家仍然在快速发展的律所。今年4月， 润明北京总部吸引两位新合伙人加盟，其中一位新 主管合伙人梁飞，此前曾在阿尔斯通（Alstom）中 国公司担任法律总监。 梁飞表示：“我们将积极吸引高水准律师人才加 入，希望继续巩固现有专业领域的实力，同时根 据客户需求开拓新业务。当前是我们招揽人才的良 机，因为市场上可供选择的人才比以往更多。”

发展新客户

除吸引能力较强且经验丰富的律师加入外，当前经济 环境还为中型律所提供发展新客户的机会。业内人士 普遍预测，以往更多选择国际所和一流国内所的公司 将逐渐把注意力投向声誉不断提高的中型律所。

由于中型所规模较小，运营成本较低，因此在服 务收费方面更具有竞争力，在低风险服务领域的优 势更为明显。在全球金融危机影响下，由于公司法 务部受到削减法律开支的压力，中小型律所对企业 的总法律顾问更具吸引力。 不过，大部分合伙人认为，企业总法律顾问倾向 于选择中型律所的主要原因并非费用较低，而在于 他们的服务性价比更高。 管律师认为：“对于某些类型的交易，选择优秀 中型事务所和大型律所的费用相差可能不大，但中 型所能为客户提供更高价值的服务。他们可调动更 多资源并由合伙人为客户提供服务。” 乾丰合伙人张莉萍对此表示赞同，她认为，在当 前困难的经济环境下，仅凭低收费无法帮助中型事 务所赢得一流客户。她表示：“由于客户对成本更 加敏感，如有必要，为挽留客户，大型律所也会采 取一些降价措施。法律服务收费水准将整体有所下 降。即使在较大的削减成本压力下，大型公司也不 愿意使用廉价法律服务而承担更高风险。” 不过张律师指出，在当前市场形势下，中型所仍 有机会在高端市场扩大业务份额。她表示：“在当 前形势下，大型公司更愿意突破传统合作关系，寻 求其它外部法律顾问选择。但只有那些具备良好专 业能力、丰富社会资源以及卓越服务口碑的中型律 所，才会受到高端客户的青睐。”

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NEWS | analysis >>

Analysis >>

Strategic M&A beckons for

Asian financial sector A survey has shown that many companies around Asia are still expecting expansion despite the downturn – albeit in a very different way to previous years

N

o sector of the world economy has been harder hit by the global financial crisis than the financial services sector (FSS). And while Asia is yet to see any of its FSS heavyweights go the way of Lehman Brothers, Freddie Mac or Fannie Mae, that’s not to say they aren’t experiencing some serious discomfort.

But, as the results of a recent study conducted by PricewaterhouseCoopers (PwC) and Economist Intelligence Unit show, as much as financial institutions in the region are looking to sure up their current operations, they are also looking to expand by engaging in strategic M&A in the year ahead.

However, it is not the same financial services M&A that has occurred in the past – it will be smaller and faster, target different sectors and locations, and be driven by different imperatives.

Expanding in the downturn

According to the survey, 42% of all financial services respondents said their company plans to make an acquisition in the year ahead. By jurisdiction, Taiwan and China claimed to be the most acquisition-hungry, with 70% and 68% of respondents respectively saying they would be looking to pick off cheap assets both domestically and overseas in the year ahead. And respondents in Australia and China are both actively looking to take advantage of opportunities to grow their business (both 63%), while those in Singapore (37%) and Japan (26%) seem to be more 10

inclined to sit on the sidelines until calm returns to the economic landscape.

Somewhat surprisingly, only 22% of survey participants said their companies had frozen all investment.

Rather, expansion was cited by 48% of respondents as the key to their business strategy, with more than a third of respondents saying they would be looking to enter into new markets.

Strong financials but caution needed For many, statistics such as these confirm the innate strength of Asia’s domestic financial services sector – most boast impressive balance sheets and the ability to effect such strategic acquisitions. But according to PwC partners Christopher Chan and Matthew Phillips, we shouldn’t expect a flurry of outbound activity just yet. For although Asia’s banks and financial institutions are in a stronger position to make acquisitions abroad than their counterparts in the US or Europe, the same problems apply to financial services M&A as to M&A in other sectors: namely forex fluctuations and difficulties in valuing assets. “Domestic Asian institutions are expected to dominate M&A activity in the region as foreign institutions consolidate and even withdraw,” Phillips says.

But according to Chan a number of factors will limit activity. “[Hurdles to M&A in the region include] problems in home markets and recent currency movements [which] make

ISSUE 6.5

NEWS | analysis >>

investment outside their home markets comparatively more expensive,” he says.

Smaller deals, newer players

Phillips says the deals that do come to fruition will almost certainly be smaller, with more activity from China and other emerging markets. “I now expect to see an increased number of smaller deals to build share in underweight markets or segments, rather than the game-changing deals that one might have expected at the beginning of the crisis, as western players retreat,” he says. “While activity from China has been low, we are seeing some signs of renewed confidence and I would not be surprised to see the resumption of outbound deals by Chinese institutions within a matter of months.”

Companies in China’s financial services sector had previously been some of the most acquisitive in the region. After cleaning up their balance sheets and taking on foreign investors, many conducted IPOs and followed them with one of the largest foreign buying sprees on record. Some of the more notable deals were China Merchant Bank’s takeover of Hong Kong bank Wing

Lung for US$4.6bn, ICBC’s US$5.5bn acquisition of 20% of the shares in Standard Bank and Minsheng Bank’s purchase of up to 20% of shares in US bank UCBH Holdings.

On the inbound side, China has fallen down the pecking order as favoured destinations for financial services M&A, with only 12% of respondents expected to do a deal in China in the coming year.

“I would not be surprised to see the resumption of outbound deals by Chinese institutions within a matter of months” Matthew phillips, PwC

Where lawyers fit into the picture

Closing such deals is expected to become even more arduous, not least because more than a third of respondents said they would be targeting distressed assets both at home and abroad.

The task confronting lawyers who want to pick up their share of the work emanating from this sector is clear. The deals they work on will need to be closed in tighter timeframes and with more

attention paid to making transactions bankruptcy-proof. In addition, lawyers can expect much more of their time to be occupied doing due diligence, something nearly three-quarters of respondents identified as something they would be doing more ‘robustly’ than perhaps was the case in the past.

Similarly, regulatory change, especially that aimed at the financial services sector, will become the focus of attention, with many companies waiting to see how this pans out before embarking on their strategic expansion plans. “There is, in particular, still a degree of uncertainty about the future in terms of the impact of tightened regulation,” Phillips says.

“Respondents remain relatively neutral as to the areas that would have the most impact, but two-thirds point to further and more timely disclosures of market, credit and liquidity exposures and tighter liquidity management.

Time will tell if these alone will be sufficient to offset the pro-cyclical bias of the past or whether more radical steps will be required.”

Either way, M&A lawyers can expect to see a lot less of their time spent being deal makers and a lot more of it spent being regulatory advisors. ALB

金融服务业或将掀起战略并购潮

金

融服务领域堪称受全球金融危机打击最为沉 重的全球经济领域。尽管亚洲金融服务领域 巨头尚未重蹈雷曼兄弟、房地美或房利美（Fannie May）的覆辙，但很多公司的经营的确步履蹒跚。 但普华永道和经济学家情报联合会近期进行的调查 显示，诸多亚洲金融机构正努力巩固当前的业务地 位，并计划在来年通过战略并购实现业务扩张。 但这种金融服务业的并购将与以往不同，新并购 项目规模较小，速度更快，目标分布在不同的领域 和地区，且受到不同刺激因素的推动。

在低迷时期扩张

调查显示，42％受访的金融服务机构表示，公司计 划在来年参与收购。按照司法管辖范围划分，中国 和台湾地区的金融服务机构收购意向最为强烈，分 别有70％和68％的受访者表示有意在来年收购境内 外廉价资产。澳大利亚和中国的受访机构积极寻求 扩张业务的机会（两国均为63％），新加坡（37％ ）和日本（26％）的受访机构更倾向于静观其变， 等待经济复苏。 出乎意料的是，仅有22％的调查参与机构表示其 公司已冻结所有投资。48％的受访机构表示，扩张 仍是其发展战略的核心，超过三分之一的受访机构 表示有意进入新兴市场。

业绩优良，但仍需谨慎

诸多统计数据证实，亚洲金融服务领域的巨头保持 良好业绩，多数机构的资产负债表情况良好，有能 www.legalbusinessonline.com

力执行战略收购。但普华永道合伙人 Christopher Chan 和 Matthew Phillips 认为，境外并购交易大 规模展开还为时尚早。尽管与美国或欧洲的同业机 构相比，亚洲的银行和金融机构在海外收购中处于 更有利地位，但金融服务并购与其它领域并购仍面 临同样的问题：分别是汇率波动和资产评估的困 难。Phillips 表示：“由于外国金融机构正忙于巩固 业务甚至退出市场，亚洲金融机构将在该地区并购 业务中保持活跃。” 但 Chan 认为，若干因素将会限制并购业务的活 跃程度。他表示：“该地区并购业务的主要障碍包括 国内市场的问题和近期汇率变动，导致金融机构赴 海外市场投资的成本相对高昂。”

小规模交易，全新参与者

Phillips 认为，能顺利完成的交易定会规模较小，最活 跃的地区应为中国和其它新兴市场。他表示：“在规模 较小的市场或领域小规模交易将不断增加，由于西方 机构撤离市场，很难出现危机开始时市场预计的重大 交易。尽管目前中国的并购交易并不频繁，但市场已 经出现信心复苏的迹象，未来几个月内，中国金融机 构重新参与境外交易应在意料之中。” 此前，中国金融服务领域的机构在该地区参与收 购最为频繁。在资产负债表出炉并吸引境外投资人 之后，很多机构开始参与 IPO，随后进行规模空前 的海外收购。其中最引人注目的交易包括：中国招 商银行斥资46亿美元收购香港永隆银行，中国工商 银行斥资55亿美元收购标准银行，以及民生银行收

购美国联合银行控股公司20％的股份。 在境内交易方面，中国已不再是国外金融服务机 构并购的首选目的地，仅有12％的受访机构表示有 意在来年赴中国进行并购。

律师应发挥的作用

完成上述并购交易难度可能更大，因为超过三分之 一的受访机构表示，有意将境内外的不良资产作为 收购目标。 对于有意参与该领域新增业务的律师而言，任务 的艰巨性不言而喻。律师将参与的交易需要在较短 时间内完成，还需要拿出更多精力避免交易流产。 此外，律师还要在尽职调查过程中投入更多时间， 因为近四分之三的受访机构表示将比以往更加注重 尽职调查。 与之类似，专门针对金融服务领域的监管规定变化 也将成为律师关注的焦点，诸多公司在执行战略扩张 计划之前，需要明确把握监管规定的动向。Phillips 表示：“鉴于监管规定趋于严格对市场带来的影响， 未来仍存在一定程度的不确定性。对于受监管影响 最大的领域，受访机构保持相对中立，但三分之二 的受访机构注重更深入且及时的市场披露、信用和 流动性风险和更严格的流动性管理。时间将告诉我 们这些措施是否能有效抵消以往的顺周期偏差，抑 或是否需要更为激进的措施。” 无论怎样，如果作为交易参与者，并购律师的时间 投入将大幅减少，如果作为监管和合规法律顾问，则 需要投入大量时间。

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NEWS | news >>

news in brief >> Lovells partner completes charity trek Lovells Beijing partner Fred Chang recently completed the six-day 250km Atacama Crossing, part of RacingThePlanet’s 4 Deserts series, which encompasses the Gobi Desert in China, the Atacama Desert of Chile, the Sahara Desert in Egypt and Antarctica. There is also a fifth event which moves to a new location each year.

Around 100 competitors from 25 countries took part in the race. Chang raised funds for the Esquel YL Yang Education Foundation, which provides books for underprivileged children in Xinjiang Province.

路伟北京合伙人完成阿塔卡马沙漠穿越慈 善活动

路伟律师事务所北京合伙人 Fred Chang 近期完成历时6 天、长达250公里的阿塔卡马沙漠穿越活动。此次穿越是 横穿四大沙漠系列活动（RacingThePlanet’s 4 Deserts） 中的一站，其它地点还包括中国的戈壁沙漠、埃及的撒 哈拉沙漠和南极洲。包括Fred Chang在内的 25个国家的 100位选手参加了此次穿越。他们共同为溢达杨元龙教育 基金会筹款，目的为中国新疆的贫穷儿童捐赠书籍。

>> Foreign investors bought US$4.4bn of Asian equities in the week to 10 May, the biggest inflow since 2004 and the eighth largest ever Source: Merrill lynch Jones Day Fellowship enters ninth year The commencement of the Jones Day International Legal Fellowship for the 2008-2009 academic year marks the ninth consecutive year that Jones Day will award grants to students to encourage the study of law in China.

The 2009 fellowship awards will be given to students from selected universities in China and each winner will receive RMB15,000 to support their education.

Since 2001, Jones Day has awarded 65 fellowships to students in Shanghai and 30 to students in Beijing.

众达法律奖学金进入第九年

2008－2009学年众达法律奖学金项目的启动标志着众达 律师事务所资助中国法律专业学生的计划进入第九年。 2009年奖学金将授予中国大学法律专业学生中的佼佼 者。每位奖学金得主将获得 15,000 元人民币的奖励。 众达希望通过奖学金的颁发为法律专业学生提供教育支 持，帮助他们在感兴趣的法律领域积累经验。 自2001年开始，众达已为上海九所高校选出的65位法 律专业学生及北京的30位学生提供奖学金。 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。

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beijing/shanghai >>

Hiring spree at Jingtian & A

fter sensing possible signs of recovery, Jingtian & Gongcheng has swelled its partner ranks with 17 promotions in its Beijing and Shanghai offices.

As Jingtian & Gongcheng has a twotier partnership structure, 11 senior associates, all based in Beijing, have been made up to the firm’s second tier of partnership. At the same time, six junior partners, two of whom are Shanghai-based, have been admitted to its equity partnership.

The firm’s senior partner – the upbeat Zhang Hongjiu – said that one of the drivers for this round of promotions was to facilitate the development of its Shanghai and Shenzhen branches, with Shanghai gaining two equity partners and some of the new Beijing partners to be

relocated to Shenzhen. Another more important reason for the promotions was to retain talented lawyers and ensure there are enough resources to handle the workload when demand picks up, he said.

“We are starting to see signs of recovery in transactional activity from the end of April and partners are starting to be busy again. We believe the economic recovery is Zhang Honjiu not too far away,” Zhang Jingtian & said. “So we need to Gongcheng ensure we keep talented lawyers for growth in the near future, and the best way to retain them so is to offer them good chances for partnership and let them know that partnership is an achievable goal.”

The firm claimed four deal awards at

竞天公诚大力提拔合伙人

感

受到经济复苏的迹象后，竞天公诚律师事 务在北京总部和上海分所共提升了17位合 伙人，以增强其合伙人团队的实力。 竞天公诚采用“二级合伙人”制度，近日提拔11位 北京资深律师为二级合伙人，与此同时，六位二级 合伙人被晋升成为一级合伙人。 高级合伙人张宏久表示，此轮提拔的目的之一是 为了促进上海及北京分所的发展。新合伙人中，两 位在上海分所执业，一些北京的新合伙人可能在 未来几个月内将被调派到深圳分所工作。 张宏久还透露，挽留高水平人才也是这一决策背

后的一个尤为重要的原因，律所希望在市场需求回 暖时能够有充足的人力和资源应对。 张宏久表示：“四月末，我们开始感受到律所业 务在渐渐好转，合伙人也纷纷忙碌起来。我们相 信，经济复苏指日可待。因此，挽留人才迫在眉 睫，而吸引他们的最好方法就是为其提供成为合 伙人的机会，使他们认识到晋升为律所合伙人并 非遥不可及。” 竞天公诚荣获2009年ALB中国法律大奖的四项 交易大奖，近期还作为承销商的法律代表，参与中 国忠旺控股有限公司在香港12亿美元首次公开募

world >>

Herbert Smith promotes 13 to partner

H

erbert Smith has promoted 13 of its lawyers to partnership worldwide, including corporate lawyer Michelle Chan in Hong Kong and Betty Tam in Shanghai. Jakarta-based oil & gas expert Brian Scott was the only other lawyer to be promoted in Asia.

This latest round of promotions brings the total number of partners at the firm to 252 and the firm’s head of Asia, Ashley Alder, said they were as much about ensuring that the firm has

the resources to handle the amount of work on offer in resilient sectors like corporate practice in China and M&A and energy in Indonesia, as it was about picking up the expected increase in areas aligned to these.

“We have seen solid growth in the Greater China corporate practice over the past couple of years and the TMT sector in Asia is a clear driver for growth in related legal services,” Alder said. ALB ISSUE 6.5

NEWS | news >>

Gongcheng the ALB China Law Awards 2009 and recently acted for the underwriters in China Zhongwang’s US$1.2bn IPO in Hong Kong, the first billion-dollar IPO worldwide this year.

The newly promoted equity partners are Chen Yimin and Chen Jiaze in Shanghai; and Fu Siqi, Lang Yuanpeng, Xu Bangwei and Xie Peng in Beijing. The new junior partners are Beijing-based Li Xueyu, Zhu Yanping, He Qingyu, Guo Yanjun, Xu Pengfei, Gao Yuan, Zeng Yan, Han Linyou, Wang Bo, Ren Wei and Yao Xiaohui.

In addition, the firm also hired Si Xiaotan from King & Wood as an equity partner in Beijing earlier this year. The firm currently has 50 partners, including both second-tier and equity. ALB

股，这是今年全球范围内首个融资额超过10亿美 元的上市项目。 以下是竞天公诚最新合伙人名单： 一级合伙人：陈毅敏（上海）、陈泽佳（上海）、 付思齐、郎元鹏、徐邦炜、谢鹏 二级合伙人：李雪玉、祝燕萍、贺擎宇、郭艳 军、徐鹏飞、高远、曾艳、韩林攸、王博、任为、 姚晓辉 此外，竞天公诚还与年初将金杜律师事务所前 法律顾问司筱潭招至麾下。据悉，该律所目前共 有50位一级和二级合伙人。

史密夫晋升合伙人 为业 务复苏作准备

史

密夫律师事务所在全球范围晋升13位律师 为合伙人，包括香港的公司法律师Michelle Chan和上海代表处的 Betty Tam。经过此次晋 升，史密夫合伙人总数已达252人。 史密夫亚洲主管 Ashley Alder 表示，考虑到中国的 公司业务以及印尼地区的并购和能源业务呈现回暖 迹象，而相关其他领域也可能出现意料之外的增长， 律所做出了此次晋升举措，其目的就是确保能够具备 充足的资源应对可能出现的业务增长。 Alder 说：“在过去两年内，大中华地区的公司业务呈 现显著增长，亚洲的电信、传媒和科技领域也推动相关 法律业务的发展。”

www.legalbusinessonline.com

uk report Firms still floundering in credit crunch UK firms are still feeling the pressure to cost cut in the midst of the global recession and even Magic Circle firms have been forced to implement salary freezes across offices.

Clifford Chance recently reversed salary bands for its junior lawyers, with all associate pay frozen at current levels until the end of the 2009-10 financial year.

The move to effectively reduce salary rates across the firm will affect all non-partner lawyers and support staff across the firm’s global network, with the exception of trainees, who will still have their pay increased come their second year.

The initiative follows in the footsteps of Slaughter and May, and Freshfields Bruckhaus Deringer, who made a similar announcement in February, reversing salary bands for all junior lawyers with the exception of trainees.

Lovells has also jumped on the pay freeze bandwagon and will keep salaries for all lawyers, support staff and legal PAs at this year’s levels.

Only trainees who qualified in March will not see a reduction in their salaries, with the level remaining at £65,000.

Double cutbacks at Eversheds Eversheds has asked forthcoming trainees to defer their start dates, while simultaneously slashing numbers from its real estate practice group in a bid to cut costs in the economic slowdown.

The firm has offered 31 out of 73 of its September 2009 trainees £5,000 to defer entry or be employed as a paid paralegal for one year and soon afterwards cut 10 lawyers from its real estate division.

Magic Circle firm Linklaters also recently asked 15 volunteers to defer their start dates from September 2009 and March 2010, saying it would like to “fine tune” its trainee intakes.

Cameron McKenna welcomes new partners CMS Cameron McKenna has added 17 new partners to its ranks the new ‘office partner’ salary rung.

The new office partner position, which allows the firm three levels of partnership, was introduced last month as part of a shake-up and represents the first stage of progression for senior associates, followed by a three-year salaried gateway level before partners join the equity.

The office partner role has been used in Eastern Europe for several years but this is the first year it has been introduced in the City.

Herbert Smith swings the axe Herbert Smith has announced it is to slash up to 84 members of its City office and will be reversing all associate pay bands, with salaries to remain at 2008-09 levels as an added cost-cutting measure.

The cuts will reportedly be made across the firm’s corporate and real estate practice, with fee earners, professional support lawyers and paralegals all likely to be affected. Secretarial roles across all fee-earning areas and up to 21 support staff will also be at risk.

Middle East-focused firm, Trowers & Hamlins also made 17 members of staff redundant recently – all in its London office. This is the third consultation at the firm and brings the total number of redundancies at the firm to 28, with the cuts affecting both feeearning and support departments.



ROUNDUP • Linklaters project finance partner Stuart Salt is set to take over as managing partner of Emerging Europe, Middle East and North Africa (EEMENA) following the retirement of Nick Eastwell from the role after 20 years of service • Eric Schwartz – Dewey & LeBoeuf’s Paris former managing partner – will soon join arbitration senior counsel James Castello of King & Spalding to launch the Atlanta-based firm’s first office in France • 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 • SJ Berwin has its eye on an international title. The firm recently set up an office in Dubai less than a month after launching in Hong Kong • Ashurst recently unveiled its 2009 promotions, revealing a decrease in partner promotions – only 10 lawyers were made up this year compared with 17 in 2008 • Berwin Leighton Paisner has welcomed seven to its partnership, with real estate the biggest beneficiary

13

NEWS | news >>

news in brief >>

shenzhen >>

Norton Rose adds to partnership Norton Rose’s Asia offices have seen four new partners promoted, raising the firm’s partnership numbers to 276 worldwide.

The three Asia-based associates presented to the partnership are Hong Kong-based dispute resolution lawyer Ruth Cowley, Beijing-based projects lawyer Tom Luckock and Singapore-based banking lawyer Ben Rose. In addition, London-based corporate finance lawyer Jon Perry has also been made partner and will transfer to the Hong Kong office.

The firm’s chief executive, Peter Martyr, said in the current market conditions the firm-wide promotions – which numbers 12 globally – reflect the firm’s investment in the international practice.

诺顿罗氏加大海外投资

作为全球合伙人晋升计划的组成部分，诺顿罗氏律师事 务所亚洲办代表处将新增四位合伙人，使该事务所合伙 人总数增至276人。 被晋升为合伙人的三位亚洲律师分别为：香港律师 Ruth Cowley、北京代表处律师 Tom Luckock 和新加坡 代表处律师 Ben Rose。此外，伦敦办事处公司财务律师 Jon Perry 亦升任合伙人，将调至香港工作。 其首席合伙人 Peter Martyr 表示，在当前的市场条件 下，律所在全球范围内晋升12位新合伙人的举措充分体 现了其对国际业务的资源投入。

Reed smith moves counsel to beijing Reed Smith has announced that corporate and securities counsel Zack Dong will be relocated from the firm’s Chicago office to the Reed Smith Richards Butler office in Beijing.

Dong has many years’ experience advising retail, wholesale, manufacturing and service based clients on making foreign direct investments in China. In addition to counselling on market entry, he helps clients who are already in China restructure their Chinese operations and investments through acquisitions, divestitures and recapitalisations, including the associated employment and real estate matters.

礼德将芝加哥顾问调至北京

礼德宣布，公司和证券顾问律师 Zack Dong 将由芝加哥 代表处调至礼德律师行联营行北京代表处工作。 Zack Dong 在零售、批发、制造领域拥有多年法律服务 的经验，曾就外商赴中国投资项目提供服务。除在市场准 入方面为客户提供顾问服务外，他还帮助已经进入中国的 客户通过并购、出让和重组在中国的经营和投资，包括处 理相关的劳动法和房地产等事务。

14

Zhongyin expands with B

eijing-headquartered Zhongyin has established a Shenzhen office, marking another step in its national expansion following an opening in Guangxi last October. The firm’s branch offices now span 12 cities in China and two overseas – Toronto and Frankfurt.

The new office now has more than 20 lawyers, including eight partners, and ►► shenzhen: a strategic location

Adjacent to Hong Kong and Macau and linked to the Pearl River Delta, Shenzhen was the first-special economic zone to be established in South China and the core of economic development in the south.

It has become an emerging international metropolis after 30 years of growth and serves as a window of China to the outside world. The financial industry is flourishing in the city. It is the home of more than 200 securities business offices and about 80 listed companies, while 55% of China’s fund management companies are registered here.

On the strength of advanced technologies, the Shenzhen Stock Exchange, one of the two major exchanges in mainland China, has successfully developed a securities business that is renowned across the country. And with the launch of the Growth Enterprise Market, Shenzhen is looking to establish a multi-layer capital market system.

is headed by partner Peng Zhangjian, who used to be the managing partner of a local firm before joining Zhongyin to help the firm set up in Shenzhen.

Zhongyin’s arrival in Shenzhen makes it the 24th Beijing firm in the city and increases competition in the local market. Most of its partners joined from other local firms, including Grandall Shenzhen office and Dagong Weide Shenzhen office. The firm is looking to make more lateral hires and will relocate lawyers from other offices over the next few months.

As a full-service firm with a particular strength in capital markets, the Shenzhen office will further enhance Zhongyin’s position as a leading advisor on IPOs and listings, and will give the firm better access to listed companies and financial institutions. The office is also set to play an important role in assisting corporate clients in their pursuit of listing on the soon to be launched Growth Enterprises Board.

In the past 12 months, eight Beijing firms have set up an office in Shenzhen, including Dacheng, Kaiwen and Bai Rui. By the end of April, there were more than 5,230 lawyers across 305 firms in Shenzhen. ALB ISSUE 6.5

NEWS | news >>

us report Fresh wave of layoffs hit US firms US firms continue to crumble under the weight of the credit crunch, with O’Melveny & Myers, Pillsbury Winthrop Shaw Pittman, King & Spalding, Paul, Hastings, Janofsky & Walker, New York-based Chadbourne & Parke and Venable all recently announcing layoffs across their offices in response to the economic instability.

O’Melveny & Myers bid farewell to 90 lawyers, including associates and counsel, and 110 staffers in March, while King & Spalding laid off 37 associates and counsel as well as 85 staff firmwide, and Pillsbury saw 55 lawyers and 100 staff lose their jobs.

Paul Hastings, Chadbourne & Parke and Venable also slashed numbers by 131, 25 and 64 employees respectively.

new office 北京中银入 驻深圳

近

日，总部位于北京的中银律师事务所在深 圳成立分所，这也是其继去年广西分所设 立以来，开拓全国业务的又一重要举措。目前， 中银分支机构遍及全国12个城市，另设有2个海 外代表处，分别位于多伦多和法兰克福。 深圳分所现有20多位律师，其中8位是合伙人，由 合伙人彭章键任主管。加入中银并协助其组建深圳 分所前，他曾在一家深圳律所担任管理合伙人。 深圳分所的建立使其成为第24家进入深圳市场 的北京律师事务所，很大程度上加剧了本地人才 市场的竞争。据悉，中银深圳分所的多数合伙人均 来自其他深圳本体律所，如国浩深圳办公室和大公 威德律师事务所深圳办公室。未来数个月内，中银 仍计划在深圳进行更多的横向招聘，同时从其他 分所抽调人才。 作为提供全方位服务、但侧重资本市场业务的律 所，深圳分所将进一步巩固中银在 IPO 和上市业 务方面的领先地位，同时为该所争取更多的上市公 司和金融机构客户。鉴于创业板即将启动，在协助 有意赴创业板上市的公司客户方面，深圳分所亦将 发挥举足轻重的作用。 据统计，过去1年内，已有8家北京事务所在深圳 成立办事处，如大成、凯文和百瑞律师事务所。截 至4月底，深圳已有305家律师事务所，律师总数超 过5230位。

www.legalbusinessonline.com

Bryan Cave hunts for London merger US firm Bryan Cave has revealed it is searching for a UK counterpart to expand its budding presence in London.

The firm launched in the UK in 1982, but is reportedly keen to enter into a merger with a London-headquartered firm as a way to develop its standing in the European legal market.

The UK merger will be one of many changes to develop this year. The firm announced job cuts totaling 134 in February, and has been working to revamp its restructuring and outsourcing and

finance practices in the City following the hire of former Mourant chief executive Stephen Ball.

Redundancies comntinue at Bakers Baker & McKenzie has continued its slashing spree, recently making 38 associates and 86 support staff redundant in the US. The latest cuts come shortly after the firm initiated a second consultation in London, which is likely to lead to the loss of 85 jobs, including between 20 and 30 lawyers.

Six New York associates were already made redundant this year as the firm reviews its salary bill in response to the economic downturn.

Another US firm, Mayer Brown, also recently initiated a second round of job cuts, with 45 lawyers and 90 support across its US offices losing their jobs as a result of a review of its global operations.

Skadden loses lawyers to boutique Recent redundancies at Skadden, Arps, Slate, Meagher & Flom have reportedly prompted the departure of 11 of the US firm’s attorneys for new boutique BuckleySandler.

The Washington DC office of Skadden and the US offices of Gibson, Dunn & Crutcher both confirmed employee layoffs – 25 staff positions at Skadden’s DC office and 36 staff members across the nine US offices of Gibson, Dunn & Crutcher.



ROUNDUP • US firm McGuireWoods is to merge with the 36-lawyer firm of Grundberg Mocatta Rakison, gaining a London presence and adding to its 900 lawyers in 17 offices • Chicago firm Arnstein & Lehr has taken over seven-lawyer, Florida-based firm Fieldstone Shear & Denberg • Clifford Chance has made 24 transactional attorneys in New York redundant • Boston-based Edwards Angell Palmer & Dodge aid off approximately 25 lawyers and 35 staffers across six offices due to declining work • Jeffrey Stone and Peter Sacripanti will begin their roles as joint chairman of McDermott Will & Emery in January 2010, replacing incumbent chairman Harvey Freishtat who has held the position since 2003 • Linklaters recently hired UBS managing director Lewis Steinberg to co-head its US practice and head up its tax practice group • Chicago private equity partner Bert Krueger was recently nominated to succeed James Holzhauer as chairman of Mayer Brown. Holzhauer is stepping down after two years at the helm • Fried Frank Harris Shriver & Jacobson has confirmed it is to reduce its US workforce by a total of 99 people, losing 41 associates and 58 administrative staff

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Update >>

shanghai >>

Regulatory New Focus and New Thresholds for Chinese Outbound Investments

O

n March 16, 2009, China’s Ministry of Commerce (“MOFCOM”) issued the Measures on the Administration of Overseas Investments (the “Measures”), replacing the regulations issued in 2004.

The Measures apply to investments by entities established in China in non-financial enterprises outside China.

At the heart of the Measures is MOFCOM’s determination to focus the central government’s caseload on large scale or politically sensitive investments and allow other applications to be approved more easily. The 2004 framework authorized provincial level MOFCOM authorities to approve investments by enterprises under the local government in certain designated countries; investments in other locations or by enterprises under the central government required national level MOFCOM approval.

Under the Measures, applicants should instead follow one of three tracks, depending on the significance of the investment.

A fast track applies for investments of less than US$10 million and which do not fall into the categories requiring provincial or central approval (see below). Such applications do not require a full review and should obtain approval within three business days after submission of an application form (but not full documentation) to either a provincial or the central MOFCOM bureau. On the second track, provincial MOFCOM bureaus may approve (i) investments of between US$10 million and US$100 million; (ii) investments in energy and natural resources and (iii) investments that involve “raising external funds” (a term left undefined by the Measures) within the PRC. Finally, central MOFCOM approval is required for investments that (i) are in an amount of US$100 million or more, (ii) involve the establishment of an overseas special purpose vehicle for the listing of PRC assets, (iii) involve the interests of several jurisdictions, (iv) are in designated jurisdictions (to be set forth in a separate list), or (v) are in jurisdictions without diplomatic relations with the PRC. Despite the welcome clarifications and streamlining detailed above, the Measures may impose unanticipated barriers to outbound investment. For example, the Measures provide that any agreement relating to the outbound investment will only become effective once the relevant governmental approvals have been obtained and not upon execution. Careful drafting will be required to ensure that key contractual provisions retain their enforceability pending receipt of such approvals.

Written by Peter Davies, associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong Email: pdavies@paulweiss.com Ph: (852) 2536-9933

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Peter Davies

Dudek stands aside at Paul Hastings V

eteran international lawyer Mitchell Dudek has stepped down as the chair of Paul Hastings’ Shanghai office after six years in the job. He joined the firm in 2003 from Jones Day, where he was the partner in charge in Shanghai, and has helped build up Paul Hastings’ practices in Shanghai since its inception.

Paul Hastings experienced strong growth in Shanghai under Dudek’s leadership until the global financial crisis erupted last year. Although the firm has made layoffs in its China offices, it was still voted one of the Employer of Choice firms among international law firms in China in ALB’s 2009 Employer of Choice survey.

Dudek has been succeeded by Shanghai corporate partner David Wang, who joined Paul Hastings in 2000 and was admitted to the partnership in 2006. He practised in the firm’s Los Angeles and Hong Kong offices before relocating to Shanghai. His practice focuses on cross-border M&A, private equity, and venture capital investments and securities offerings.

Dudek will remain an active partner in the firm’s corporate practice group in Shanghai. There are currently 13 partners and nearly 20 associates and of counsel based in Shanghai. ALB

普衡任命新上海管理合伙人

M

itchell Dudek 在担任普衡律师事务所上海代表处管理合伙人六年后于近 日卸任。Dudek于2003年离开众达律师事务所加入普衡成为上海业务负 责人，并协助该所在上海开设代表处。在Dudek 的带领下，普衡上海办公室 曾一度强劲发展，直到全球性金融危机于去年爆发。尽管该所已在其中国办 公室进行裁员，但是2009 年度ALB 最佳雇主调查的结果显示，该所仍被认 为是受律师青睐的国际律师事务所雇主之一。 Dudek的管理职务已经由上海公司部合伙人David Wang接任。他于2000年 加入普衡，2006年时晋升成为合伙人。在被调派到上海之前，Wang 曾在该所 的洛杉矶和香港办公室工作。他的业务重点是跨国并购、私募股权投资、风险 投资、以及证券发行。 Dudek将以合伙人身份继续在普衡上海代表处执业。 目前，该所在上海已有13位合伙人以及约20名律师和顾问。 ISSUE 6.5

NEWS | news >>

industry >>

Update >>

Lack of local WTO-trained lawyers could hinder claims

Insurance

D

omestic companies have remained largely as respondents to trade complaints made by other countries since China’s accession to the WTO in 2001. However, China’s familiarity with WTO proceedings is growing – since September last year, the country has filed two complaints against the United States – and if this trend continues, the dearth of local WTO litigation practices could cause problems for the government and private-sector clients who launch these actions.

Xiao Jin, a WTO lawyer at King & Wood, said the need for WTO expertise was not yet urgent enough to prompt firms to build their practices, but that this would change. “China’s only had eight years within the WTO, and I think we are at an early stage of building up the WTO practice area, as there isn’t much need at the moment,” he said. “Currently, the majority of enquiries come from the government, but I guess this will change inevitably.”

“Some local industries are not happy with certain rulings by… investigative authorities” Xiao Jin, King & Wood Xiao said change would be prompted by private-sector clients.

“Some local industries are not happy with certain rulings by some foreign countries’ investigative authorities,” he said. “These private-sector clients will need to engage firms to see whether it’s worth litigating those cases in the WTO. Also, if there are more WTO cases, the government will need more hands to assist. So more law firms could move into this area.”

Another issue for new WTO specialist firms will be how their capabilities compare to more experienced international law firms in China and Xiao said it will not be an easy road for domestic firms. “Picking up this practice will be difficult as it concerns law in jurisdictions totally different from what some learn in university,” he said. ALB

WTO 诉讼法律顾问或将短缺

自

2001年中国加入 WTO 以来，大多国内企业仍在他国提出的诉讼面前处于 被动地位。但随着中国对 WTO运作体系的不断了解，自去年9月以来，中 国已提出两项针对美国的诉讼。但在未来几年，随着政府和企业不断提出此类诉 讼，缺乏WTO 诉讼法律业务能力而引发的问题也会接踵而来。 金杜律师事务所WTO 律师肖瑾认为，市场对 WTO 专业人才的需求尚不急迫， 因此不会促使律所立即着手加强这一方面的能力，但在未来，这一形势会有所改 变。肖表示：“中国加入 WTO 仅有8年，我们仍处在建立 WTO 业务领域的初期，目 前没有太多的服务需求。目前，多数法律方面的咨询来自政府，但我猜测，该形势将 不可避免地发生变化。” 肖认为，企业客户将积极推动形势的变化。他说：“有些本地行业对外国监管机构 的特定裁决感到不满。这些领域的公司客户需要向律所咨询，探讨是否值得发起 WTO 诉讼。同样，如果出现更多 WTO 诉讼案件，政府会需要更多援手。因此，会 有更多律师事务所开展该领域的业务。” 新兴 WTO 专业律师事务所面对的另一个 问题在于，与经验丰富的国际律师事务所竞争时，如何树立自身优势。肖认为这对国 内律师事务所而言，可谓道路坎坷。他说：“对于在国内接受法律教育的律师而言，从 事并购、外商直接投资和 IPO 领域的业务并不困难，因为这些都与中国法律相关， 并且律师事务所从事此类业务的时间较长。但在从事WTO业务时将会困难重重，因 为该业务所涉及的司法体系与国内大学所传授的完全不同。

www.legalbusinessonline.com

The Past and Future of the Directors and Officers’ Liability Insurance in China

D

irectors and Officers’ Liability Insurance (D&O) is popular throughout Europe and North America and has been used for the sole benefit of directors and officers. On the contrary, D&O has not been as popular in China. This is largely due to China’s imperfect system surrounding director’s liability. Why is D&O put on the back shelf and neglected in China? My opinion is as follows: First, there are few provisions and rules under Chinese law stipulating the directors and officers’ liability to a third party rather than to the company itself. Although Some Provisions of the Supreme People’s Court on Trying Cases of Civil Compensation Arising from False Statement in Securities Market issued in 2003 stipulates that in the civil compensation cases arising from false statement in securities market, investors shall bring a lawsuit against the obligors for information disclosure, there was no system under China’s old Company Law for a Shareholders’ Derivative Suit. Therefore, the directors or officers are seldom personally liable.

Additionally, under many provisions of the Chinese Legal system, the insured directors and officers are not directly liable for a third party’s damages if an exclusion clause in a D&O policy excludes the coverage of the directors’ liability to the company. Thus, the coverage of D&O is limited in China.

Finally, although the decision to purchase D&O is subject to the approval of the shareholders general meeting, in China, the general meeting is controlled by only one or two controlling shareholders and directors are appointed by them. On this basis the minority shareholder has no say in contemplating the purchase of D&O. Today D&O is a promising insurance product in China. My views are based on the newly revised Chinese Company Law and Securities Law of 2005. Article 152 of the Company Law stipulates the Shareholder’s Derivative Suit, which states if the directors or senior officers or supervisors of the company fall under the circumstance of Article 152, shareholders may be eligible to sue directly against directors or officers in court. Article 69 of the Securities Law of PRC stipulates “any director, supervisor, senior manager or any other person of the issuer or the listed company directly responsible shall be subject to the joint and several liabilities of compensation, except for anyone who is able to prove his exemption of any fault. Where any shareholder or actual controller of an issuer or a listed company has any fault, he shall be subject to the joint and several liabilities of compensation together with the relevant issuer or listed company.”

In general, the Chinese government has taken significant strides towards a achieving a system which adheres to the rule of law. On this basis, it is my belief, this attitude will continue to encourage the development and emergence of new insurance products within China’s borders.

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

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Update >>

IPO >>

China boosted by

International Tax UK Budget Update

T

he main UK Budget headlines from Chancellor Alistair Darling’s recent UK Budget are .

• From April 2010, a 50% Income Tax rate for those with taxable income over £150,000 will be put into effect.

• No UK personal allowance for those earning over GBP100,000.

• In effect the marginal UK Income Tax rate for those earning between GBP100,000 to GBP114,000 is 67% • The UK Trust rate of tax to increase to 50% from April 2010 • Tax relief for pension contributions restricted for those earning over £150,000, to 20% • Employers National Insurance increases to 11.5% from 5 April 2011; as previously announced.

• Increased ability to carry back Enterprise Investment Scheme (EIS) income tax relief • Extension to 3 year carry back for business losses up to £50,000 • First Year Allowances of 40% for capital expenditure • Tax breaks for Furnished Holiday Lettings (FHL) to be repealed from 2010/11 • VAT to return to 17.5% from 1 January 2010 • Stamp Duty Land Tax (SDLT) exemption for properties up to £175,000 to be extended until 31 December 2009 • Worldwide debt cap rules to begin for companies with accounting periods beginning on or after 1 January 2010 • Naming and shaming of persons who have evaded GBP25,000 of tax, and who have subsequently been assessed.

The shortfall, of GBP200B, between expected Government revenue and spending of GBP10,900 for every man, woman and child in the UK, will be made up from UK Government Gilt sales of GBP220B in the coming year.

By Debbie Annells, Managing Director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong

18

he US$1.26bn public offering of China Zhongwang has helped China regain its lead in the global IPO market.

The latest deals statistics by Thomson Reuters showed that China leads in the global IPO race with a 36% market share (US$1.5bn from five issues), ahead of the US with 26% (US$1.1bn from four issues).

China Zhongwang is one of Asia’s largest extrudedaluminium product makers, and its IPO is the largest in the world so far this year.

“The listing is significant not only for its size, but also for its role in raising investor ►► China IPOs that have confidence in the IPO market raised more than in Hong Kong,” said Ven US$100m in 2009 Tan, managing partner of Proceeds Morrison & Foerster’s Hong Issuer raised (US$m) Kong office and one of the lead China 1,265 partners on the transaction.

The firm served as Hong Kong Zhongwang and US legal counsel to the Changyou.com 138 joint global coordinators and Silver Base 134 joint bookrunners UBS, JP Group Morgan, and CITIC. Real Gold 133 “This is the second Hong

忠旺上市使中国重新回到全球 IPO 市 场排名榜首

中

国忠旺控股有限公司价值12.6亿美元的首次公开募股使中国重新引领 全球 IPO 市场。由汤森路透最新发布的交易统计报告显示，中国在 全球 IPO 市场位居榜首，占据36％的市场份额（5个上市项目融资总额达 15亿美元），已超过占26％市场份额的美国IPO发行（4个上市项目融资总 额达11亿美元）。 作为亚洲最大的铝型材生产企业，忠旺的上市是继2008年8月中国南车融资 16亿美元的 IPO之后，全球范围内最大的上市项目，打破了市场长达8个月单项

financing >>

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.

T

Debbie Annells

Quartet secures US$21bn K ing & Wood and Commerce & Finance, together with Clifford Chance and Simpson Thacher & Bartlett, have been called in to act on Chinalco’s mega US$21bn financing ahead of its widely expected US$19.5bn investment in mining giant Rio Tinto.

The financing was secured by way of a loan from a syndicate of banks led by the China Development Bank. King & Wood advised the lenders on local law, while a Clifford Chance team acted as the lenders’ international counsel.

Commerce & Finance has been appointed by Chinalco to advise on local law and a Simpson Thacher & Bartlett team led by Beijing-based Doug Markel acted as the company’s international counsel. Clifford Chance and Linklaters are acting for Chinalco and Rio Tinto respectively. ALB

ISSUE 6.5

NEWS | news >>

US$1.26bn IPO Kong IPO that Morrison & Foerster has advised on since the start of the global financial crisis, and both listings have overcome extreme market volatility and uncertainty. While the market still has a long way to recover to its pre-2008 activity, the listing indicates a positive turning point in the market,” Tan said.

Commerce and Finance, Latham & Watkins, Conyers Dill & Pearman, Jingtian & Gongcheng and Richards Butler also worked on the deal.

Davis Polk & Wardwell’s James Lin, meanwhile, believes that growth in equity markets is dependant on certain industries being better equipped in the downturn.

“The general view is that there will be a handful of good companies in sectors less affected by the financial crisis, such as the online games industry, that will be able to complete their IPOs in 2009,” he said. “But the days of the frothy equity capital markets… are over for some time.” ALB the latest legal news For full details on the deal go to our website at www.legalbusinessonline.com/deals

Update >>

Singapore 新交所要求董事会和审计委员会对金融风暴 及时提高警觉

新

加坡证券交易所（“SGX”）自去年九月起加强了其对 上市公司的监管，以应对全球金融风暴和疲软的市场 环境。2009年3月19日，新交所再次敦促上市公司董 事会和审计委员会就发现可能对上市公司财务报告及 营运情况产生重大不利影响的风险提高警觉，尤其是资金流动、融 资活动/再融资活动、应收账款的收回等领域。

检查和验证

新交所近期已与上市公司董事会、审计委员会及审计专业人士就识 别风险较高领域进行了交流，其中包括防止资金外逃、应收账款损 害和资产损益表评估等事项。经鉴定的高风险领域基本与新加坡会 计及企业管制局（“ACRA”）在2009年3月16日公布的“审计实践报 告”中所列事项一致。 董事会和审计委员会在完善内控、保证财务信息完整和充分、支 持有效财务审核，以确保投资者获取完整信息方面起关键作用。审 计委员会和审计专业人士应审核经鉴定的高风险领域，如有必要， 需进行更深入的检查和更详细的验证。若额外验证被实施，上市公 司须就验证的范围和结果及时向公司股东披露。审计师则应协助董 事和管理层确保公司治理健全、财务报告完整。

对重大信息及时披露 IPO 价值未突破10亿美元的窘境。美富律师事务所香港办公室管理合伙人Ven Tan表示：“此次上市的重要性不仅在于其规模巨大，还在于该项目令香港资本市 场的投资人重拾信心。” Tan带领美富团队在此次交易中担任联合全球协调机构 和联合账簿管理人瑞银、摩根大通以及中信的香港和美国法律顾问。 Tan 表示：“自全球金融危机爆发以来，这是美富参与的第二个香港IPO项目。 这两个上市项目均克服了极端的市场流动性和不确定性。尽管市场重新回到2008 年前的繁荣状态仍然任重而道远，但此次上市表明，市场正在逐渐好转。” 与此同时，美国达维律师事务所的林振宇律师坚信，股权市场的增长取决于 受经济危机影响较小的特定行业。林说：“多数人认为，在受到金融危机影响 较小的领域仍存在很多业绩不错的公司，如网上游戏业，这些公司都有能力在 2009年完成IPO。但是，市场在2010年前能否实现彻底复苏仍不容乐观。”

Chinalco financing work 金杜与通商共同参与巨额并购融资

金

杜和通商与国际所高纬绅和盛信合作，参与了中国铝业210亿美元的 巨额融资。市场普遍预计，此次融资与中国铝业计划投资195亿美元 收购矿业巨头力拓的项目有关。 此次融资将通过由银行联合体贷款的形式实现，该银行联合体由中国国家 开发银行牵头。金杜就中国法律为贷方提供顾问服务，高纬绅为贷方的国际法 律顾问。中国铝业则任命通商担任其国内法律顾问，同时聘请美国盛信担当 国际法律顾问。 在并购项目中，高纬绅和年利达分别担任中国铝业和力拓的法律顾问。如果顺 利完成，该项目将成为中国公司有史以来在海外完成的最大规模投资。

www.legalbusinessonline.com

除监督和控制已发现异常情况之外，若该情况有导致已报告财务信 息无法如实体现未来营运结果或未来财务状况的明显趋势、不确定 性和风险，董事会和管理层应及时向股东报告有关的重要信息。为 履行持续披露义务，董事会和管理层应保证清晰、准确和有效的信 息披露，并避免不准确或可能导致误解的“公式化”文本。

有效的内控制度

上市公司应定期审核内控制度是否充分有效运行，因内控系统的薄 弱或失效将对公司的资产和业务带来重大风险。《新加坡公司治理 守则》中规定上市公司的内控制度应每年进行审核，以确保其有效 性。审计委员会应聘请外部专业人士协助评估公司内控制度。

增强对董事会责任的理解

新交所表示将继续提高对目前经济环境中风 险领域的认识，并与新加坡董事学会和其他专 业人士紧密合作，实践上述事项。新交所希 望上市公司，在审慎面对目前经济不确定的同 时，与新交所保持密切交流，必要时及时采 取措施。新交所也将继续监督和指导上市公 司和专业人士遵守管理规定和其他相关事项 賈文怡

賈文怡 企業融资部法律顧問 Ph: (65) 6322-2230 | Fax: (65) 6534-0833 E-mail: joycejia@loopartners.com.sg 陶丽 企業事務部法律顧問 Ph: (86) 13911000063 | Fax: (65) 6534-0833 E-mail: taoli@loopartners.com.sg

俊昭法律事務所

88 Amoy Street, Level Three, Singapore 069907

陶丽

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NEWS | news >>

Update >>

Regulatory MOFCOM Issued New Rules for Outbound Investment

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n 2004, the Ministry of Commerce (“MOFCOM”) promulgated the Regulations on Verification and Approval for Overseas Investment and Establishment of Overseas Enterprises (“2004 Regulations”) which, along with the regulations issued by the State Development and Reform Commission (“SDRC”) in the same year and a jungle of complex rules adopted by State Administration of Foreign Exchange (“SAFE”) relating to foreign exchange-related examination and registration in this area, set up the primary regulatory framework for overseas investments in non-financial sectors. Under such regulatory framework, overseas investment in non-financial sector requires three primary approvals: project approval from SDRC or its local counterparts, company and document approval from MOFCOM or its local counterparts, and foreign exchange approval and registration from SAFE or its local counterparts.

On March 16, 2009, MOFCOM announced the Administrative Measures on Overseas Investment (“2009 Regulations”) which will become effective as of 1 May 2009, at which time the 2004 Regulations will be repealed.

Compared with the 2004 Regulations, the 2009 Regulations have made some major changes.

MOFCOM approval processes are greatly simplified for certain outbound investment under the 2009 Regulations. To obtain approval for investment which is not (1) in excess of US$ 10 million, (2) subject to the approval of MOFCOM, and (3) in the fields of energy or mineral resources, a company needs only to fill in and submit an Application Form through the Administrative System for Overseas Investments. No supporting documents are required for the application and MOFCOM or its local agencies must complete the approval process within three working days after receipt of the Application Form. MOFCOM or its local agencies shall grant a Certificate for Overseas Investment to the applicant as long as the fill-in of the Application Form is complete and in compliance with format requirements.

However, approval powers delegated by the 2004 Regulations to MOFCOM’s local counterparts are somewhat limited by the new regulations. Under the 2004 Regulations, MOFCOM delegated approval authority to its local counterparts at the provincial level for outbound investment by non-Central Government Owned Companies in 137 specified countries without regard to the size of the investment. According to the 2009 Regulations, however, MOFCOM will review applications for any overseas investment which amounts to US$ 100 million or above. Investment involving more than one country or investment for the establishment of special purposes companies is also subject to the approval of MOFCOM. The 2009 Regulations follow the “going out “ policy reflected in the 2004 Regulations and are aimed at encouraging more outbound investment through simplifying approval processes and improving governmental services. However, since outbound investment continue to be governed by multiple sets of sometimes contradictory regulations administrated by different governmental bodies, it remains to be seen whether the new regulations will help to streamline the approval process.

By Wu Wen Partner, Tahota law Firm

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Wu Wen

Hong kong >>

Salans finally opens new Asia outpost S

alans has opened a Hong Kong office almost a year after recruiting Andrew Lui from rival Pinsent Masons to head it up. The firm recently confirmed it had finally secured the government approvals necessary to open in the Special Administrative Region.

The move means that the firm now has three offices in China – Hong Kong, Shanghai and Beijing. Salans believes that although it already has a comparatively large presence in Asia, the Hong Kong opening will become the hub of its operations in the region. “[The Hong Kong office] will act as a hub for Salans’ future growth in other parts of Asia,” Lui said. “[It] will provide a gateway for foreign investment into mainland China and will focus on corporate, capital markets and institutional real estate transactions.”

Lui added that the firm has already brought on a number of new lawyers for the office and was looking to add more in the near future. “[The firm] has already recruited a strong team in Hong Kong, and will be announcing more appointments shortly,” he said. ALB

胜蓝香港办公室成立

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从品诚梅森招募Andrew Lui 担任香港业务主管近一年之后，胜蓝律师 事务所香港办公室终于成立。 目前，胜蓝在中国拥有三个代表处，分别位于香港、上海（2003年成立）和 北京。胜蓝表示，尽管在亚洲其他地区已经拥有具规模的业务，香港代表处仍 将作为律所亚洲市场的中枢。 Lui 表示：“（香港代表处）将作为胜蓝未来在亚洲其它地区发展业务的枢 纽。代表处将成为外商投资中国大陆的门户，业务会集中于公司、资本市场和 机构房地产交易。” Lui 补充道，胜蓝已经为新代表处招募了多位律师，并有意吸引更多律师的 加盟。他说：“（胜蓝）已经在香港建立实力雄厚的业务团队，近期将公布更多 招聘决定。” 胜蓝的业务优势在于其已在前苏联国家，在乌克兰、哈萨克斯坦和阿塞拜疆 等国家设有代表处。 ISSUE 6.5

NEWS | news >>

world >>

Firms look to four-day weeks as cost cuts bite L

aw firms are adopting a four-day week to avoid redundancies and as alternatives in firm cost-cutting measures. Leading domestic firm Jun He, for example, has asked junior lawyers who fail to meet their original billing targets to work four days a week and take a 20% pay cut.

The reduced hours for reduced pay arrangement has been widely adopted by international firms, such as Ashurst and Simmons & Simmons in the UK. And Norton Rose recently received a 96% vote in support of its new flexible working scheme, which will allow staff to either adopt a four-day week on 85% of their salary, or take paid leave for up to 12 weeks at 30% of base salary. The scheme began on 1 May and includes partner as well as salaried staff. The firm’s chief executive Peter Martyr said that the aim of the scheme was to “protect jobs”.

Top-tier Australian firms such as Mallesons Stephen Jacques and Minter Ellison said flexible working schemes have been options for their lawyers for some time now, but the financial crisis has nevertheless prompted a closer consideration John Weber Minter Ellison of the schemes. “We’re continuing to pay very close attention to our cost base and discretionary spending, as part of the normal budget planning process to… preserve jobs,” said Minter Ellison’s chief executive partner, John Weber. “We’re also encouraging staff to consider flexible work options where their workloads have changed because of the market downturn.” ALB the latest legal news Find out more about US and UK firm redundancies at www.legalbusinessonline.com

四天工作制不失为明智之举

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避免裁员，不少律师事务所正采用四天工作制，并将其作为削减成本 的替代方案。以国内领先律师事务所君合为例，该律所要求未达到业 务指标的初级律师每周工作四天，且减薪20％。 类似减时减薪的工作安排亦被跨国律师事务所广泛采用，包括英国的 Ashurst 和西盟斯律师事务所。诺顿罗氏律师事务所近期的投票结果也表明，96％的律 师支持全新的灵活工作制。该计划为员工提供两种选择，其一为四天工作制，降 薪15%；其二为12周的带薪假期，其间领取30％底薪。 该计划自5月1日开始，面向所有合伙人和受薪员工实行。该事务所首席合伙人 Peter Martyr 表示，新计划的目的在于尽量“保留工作岗位”。 澳大利亚领先律师事务所万盛和铭德也表示他们此前已经开始实行灵活工作 制，但在金融危机的影响下，律所还将更进一步推进和完善此类计划。 铭德首席合伙人 John Weber 表示：“我们将继续密切关注律所的经营成本 和开支，并努力保留工作岗位。如果因市场低迷造成工作量变化，我们还是鼓 励员工考虑采用更灵活的工作安排。”

www.legalbusinessonline.com

arbitration 尊重仲裁庭的自裁管辖权 – 中国法院承认并 执行新加坡仲裁裁决的最新案例 Chinese Court Enforces Another SIAC Award

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加坡国际仲裁中心近来收到中国某中级人民法院作出 的民事裁定书，该管辖法院对由新加坡国际仲裁中心 就此案所做的仲裁裁决的法律效力予以承认，并对其 裁决予以执行。 该法院裁定书载明的本案事实为，申请人（某印度籍当事人）与 被申请人（某中国籍当事人）之间的买卖合同纠纷本已由新加坡国 际仲裁中心在新加坡作出仲裁裁决，但被申请人并未主动履行生效 裁决。据此，申请人认为该仲裁裁决在中国的法律效力应予承认， 并由人民法院强制执行。被申请人则主张，该仲裁裁决具备《承认 及执行外国仲裁裁决公约》第五条第一款第1、2、4项所规定的“拒 绝承认和执行”的情形，要求法院拒绝承认和强制执行该裁决。 该中级法院认为其对案件享有管辖权，并将《承认及执行外国仲 裁裁决公约》作为审查该仲裁裁决时的适用法律。 在法院审查期间，申请人提交了新加坡国际仲裁中心所作的该仲 裁裁决的正式副本及载有仲裁条款的买卖合同的正式副本，并根据 《承认及执行外国仲裁裁决公约》的规定提交了相应的正式译本。 对于被申请人提出的拒绝承认和执行仲裁的理由，法院认为， 首先，虽然买卖合同中并未明确约定认定仲裁条款效力的相关准 据法，但约定了案件仲裁地，故应当适用仲裁地的法律即新加坡法 律。而本案的被申请人并未举证证明仲裁条款存在新加坡法律所规 定的无效情形，故其主张不能成立。其次，根据《新加坡国际仲 裁中心仲裁规则》1 第26条的规定，仲裁庭有权决定其自身的管辖 权，包括对仲裁协议的存在、终止或效力的任何异议作出裁定的权 力。本案中，既然仲裁员已经作出认定仲裁协议有效的决定，被申 请人便不能基于上述理由否定其仲裁效力。 对于被申请人提出的其“未能充分陈述意见”的理由，由于被申请 人完整地参与了整个仲裁程序，因此不应认为其符合《承认及执行 外国仲裁裁决公约》第五条中所规定的“未能陈述意见”的情形。并 且，根据《新加坡国际仲裁中心仲裁规则》2 第17.1及17.2条的规 定，仲裁员有权按照上述规定对仲裁的相关程序作出指引，其指引 本身并不构成对仲裁程序的违反。 此外，由于被申请人提出的“案件事实认定和法律适用存在重大错 误导致裁决不公”的理由不属于《承认及执行外国仲裁裁决公约》规 定的可拒绝承认及执行裁决的情形，法院依法未予审查。 综上所述，该法院认定，被申请人提出的拒绝承认和执行仲裁裁 决的理由均不成立，该院不予采纳。对于本案中仲裁裁决的法律效 力该法院予以承认，并对该仲裁裁决予以执行。 本案结果反映出中国法院切实履行了《承认及执行外国仲裁裁决 公约》所规定的义务。此外，值得注意的是，尽管中国并没有施行 仲裁庭的自裁管辖权制度，但在本案中，中国法院对新加坡国际仲 裁中心仲裁庭的自裁管辖权仍然给予了尊重。在这一问题上，新加 坡《国际仲裁法》则授予了“仲裁庭对自己的管辖权作出裁定的权 力”3，即仲裁庭有权对其管辖权包括对仲裁协议的存在与否或其他 关于仲裁效力的异议作出裁定。 《新加坡国际仲裁中心仲裁规则》也采纳了“仲裁庭管辖权”4 制 度，这是世界上国际仲裁的通行做法，与新加坡《国际仲裁法》、 其他采用联合国国际商事仲裁示范法的国家的法律以及世界上各主 要国际仲裁机构的仲裁规则都是相一致的。 1 指《新加坡国际仲裁中心仲裁规则》（1997年第2版）。笔者注。 2 同上。 3 新加坡《国际仲裁法》附则一《联合国国际贸易法委员会国际商事仲裁示范 法》第十六条。 4 新加坡国际仲裁中心仲裁规则》（2007年第3版）第二十五条。

作者：葛黄斌，新加坡国际仲裁中心

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

Prof Ge Huangbin

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NEWS | news >>

industry >>

Diversity emerging as key theme T

his year’s annual IPBA conference was held in Manila in early May. The theme of the conference – Legal practice: coping with diversity and change – is evidence that lawyers are only too aware of the fact that while challenges lie ahead, there are still plenty of opportunities.

Delegates were treated to some engaging, information-packed and commercially relevant seminars and sessions throughout the conference.

From the keynote address delivered by Philippines President Gloria Arroyo to seminars on the pertinent issues in law firm management, M&A and dispute resolutions to updates in areas such as anti-corruption, insolvency and infrastructure, each of the workshops were designed to keep lawyers firmly abreast of the major legal developments throughout the region so they can better respond to current and emerging client needs.

Nearly 30 delegates from China attended the four-day conference, including IPBA Council member for China Feng Xiumei, who is also the secretary general of the All China Lawyers Association, King & Wood partner Gao Zongze, Jingtian & Gongcheng partner Zhang Hongjiu, MWE China partner Kevin Qian and Guangda partner Kent Woo. The conference also attracted a good number of lawyers from regional players, such as Shandong firm Kangqiao, Jiangsu firm Jin Hui Ren, Zhejiang Dos Law Firm and Hubei Sun-Shine Law Firm.

IPBA 年会吸引地区性律 师事务所参加

今

年的环太平洋律师协会（IPBA）会议于五 月初在马尼拉召开。此次会议的主题是“法 律业务：应对多元化与变革”，这也表明了律师界 对当前机遇与挑战并存的形势有着清醒的认识。 会议期间，代表们参加了多个信息丰富且贴近实 际的研讨会和小组讨论。菲律宾总统阿罗约（Gloria Arroyo）出席会议并发表主题致辞，与会人士也针 对律师事务所的管理、并购、纠纷解决等问题开展 讨论，并分享反腐败、清算和基础设施方面的最新

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“The IPBA conference provides a good channel for domestic lawyers to network with their international counterparts and exchange views and knowledge on hot topics and issues,” said Guangda’s Woo, adding that restructuring and insolvency seminars were the most interesting as it was an area where he has seen increasing demand.

“The IPBA conference provides a good channel for domestic lawyers to network with their international counterparts and exchange views” kent woo, guangda

动态。所有研讨会均围绕亚洲地区的重大法律进 展及如何帮助业内人士更好应对当前和未来的客 户需求而展开。 来自中国的近30位代表出席了为期四天的会议， 包括中华全国律师协会秘书长兼环太平洋律师协 会理事会成员冯秀梅、金杜合伙人高宗泽、竞天公 诚合伙人张宏久、元达律师事务所合伙人钱奕和 广大合伙人吴清发。 此次会议还吸引了大量地区性律师事务所的律 师代表参加，诸如山东康桥律师事务所、江苏金汇 人律师事务所、浙江导司律师事务所和湖北松之 盛律师事务所。

Woo also noted that although the smaller number of Chinese delegates was probably due to the impact of the global financial crisis, more lawyers from regional firms in second-tier cities took part in this year’s event.

“I feel PRC lawyers should take a more proactive approach in the discussion of topics relating to Chinese law and business environment in international events like IPBA conferences,” he said.

“Currently, the majority of the penal discussions, seminars and workshops were hosted, sponsored or participated by lawyers and firms from other jurisdictions in Asia-Pacific.”

Next year’s event will be held in Singapore, with environmental crusader and former US Vice-president Al Gore already confirmed as the keynote speaker. ALB 广大合伙人吴清发表示：“IPBA 会议为国内律师 提供了很好的国际交流渠道，方便与国际同行们建 立联系，交换对热点问题的理解和看法。”他补充 道，在会议期间，他本人对有关重组和清算的研讨 会和主题最感兴趣，因为在日常工作中感受到该领 域的需求增长较为显著。 吴律师还指出，可能是因为受全球金融危机影响， 今年中国与会代表的人数与往年相比有所下降，但 却有更多来自二级城市和地区的事务所的律师参 加。吴表示：“在类似 IPBA 会议的国际活动上，我 认为中国律师应以更加积极的姿态参与有关中国 法律和商业环境话题的讨论。” ISSUE 6.5

NEWS | news >>

Hong kong >>

Skadden moves London partner to launch new litigation practice S

kadden has launched a new Asian arbitration and litigation practice in Hong Kong, to be headed by partner Paul Mitchard QC, who has been transferred from the firm’s London office.

The firm has already begun building up the practice by transferring two other London-based lawyers – counsel Mark Mangan and associate Calvin Chan – along with the hire of Alan Tsang from Pinsent Masons in Hong Kong.

Prior to the formation of the practice, Asia-related arbitration & litigation cases were being handled from the firm’s US and London offices. Mitchard is to head both the European and Asian arbitration, and litigation practices from Hong Kong.

“My move is quite timely given the changes in Hong Kong,” Mitchard said. “We assessed whether it’s worth setting up here as we’ve had quite a lot of Asian cases over the last few years. There are a number of factors which have made Hong Kong a more attractive centre for arbitration and therefore a more attractive option for Skadden to base its Asian arbitration practice.”

The “factors” Mitchard referred to were a number of recent moves by industry bodies to promote arbitration in Hong Kong. Late last year, the ICC set up a Hong Kong branch, while the government has also stepped up its activities promoting Hong Kong as Asia’s centre for arbitration.

However, while these were significant in driving the launch, he denied that the recent rise in litigation cases due to the financial Paul Mitchard Skadden crisis was the main driving factor.

“When we planned this move almost a year ago, at that stage it wasn’t apparent that we’d be where weare now, in terms of the economic situation, so that hasn’t been a factor,” Mitchard said. “But it’s certainly been a spur and encouragement to set up.”

Skadden ran out the winner of the International Firm of the Year 2009 award at this year’s ALB Australasian Legal Business Awards, which were held in Sydney on 21 May (www. albawards.com). ALB

世达在香港新设亚洲仲裁和诉讼业务

世

达律师事务所在香港推出全新亚洲仲裁和诉 讼业务，该业务由从世达伦敦代表处调派到 香港的合伙人 Paul Mitchard QC负责。 世达此前已经着手组建该领域的业务团队，曾将 伦敦代表处的法律顾问律Mark Mangan 和律师 Calvin Chan 调至香港，并从品诚梅森香港代表处 横向聘请 Alan Tsang 加盟。 在成立该业务部之前，亚洲地区的仲裁和诉讼 案件主要由世达的美国和伦敦办公室负责。如 今，Mitchard 将在香港担任欧洲和亚洲地区仲裁 与诉讼业务的主管。 Mitchard 表示：“我的调任与香港市场的变化十 分契合。由于过去数年内，我们接手过大量的亚洲 案件，也曾评估在香港开展此业务是否值得。受到

www.legalbusinessonline.com

诸多有利因素的影响，我们认为目前香港是更具吸 引力的仲裁中心，因此，对世达而言，将香港作为 亚洲仲裁业务的基地是更佳的选择。” Mitchard 所提及的“有利因素”是指近期香港采 取的一系列促进仲裁的举措。去年底，国际仲裁院 在香港成立分支，当地政府亦采取积极措施推动香 港成为亚洲的仲裁中心。 但该所表示，金融危机所造成的近期诉讼案件 数量上升并不是主要推动力。Mitchard 表示：“一 年前计划组建该业务部门时，形势并不像现在这样 明朗，无法预计目前的经济形势，因此，这并不是 我们当初考虑的因素。但目前的形势的确促使我们 更快采取行动。”

news in brief >> taiwanese to rule on chinese disputes A Taiwanese businessman has been appointed by a Zhangzhou local court to help resolve Taiwan-related legal disputes in the region in another attempt to bridge relations across the Straits.

Chen Long-Feng, a native Taiwanese with business interests in Fujian province, will serve a two-year period as a special mediator in Taiwan-related business and civil cases in the local court. Although he reportedly has no formal legal background, the courts have approved Chen’s appointment due to his industry experience and knowledge.

In March, the Zhangzhou municipal court set up a special court for cross-Straits lawsuits, the first in the mainland.

台湾居民获任命协助解决两岸纠纷

一位台湾商人近日获漳州地方法院聘用，协助解决该地 区与台湾相关的法律纠纷。此次任命在国内开创先河， 是大陆改善两岸关系的又一次尝试。 陈隆峰是在福建经商的台湾人，近日，他受聘为漳浦 县人民法院涉台案件特邀调解员，任期两年。尽管他没 有正式的法律执业资格和背景，但他拥有丰富的行业经 验和知识，受到法院的认可。 今年3月，漳州市中级法院在全国率先挂牌成立“涉台 案件审判庭”， 并指导漳浦等９个县市区法院相继设立“ 涉台案件审判庭”。

Pinsents promotes two in china Pinsent Masons has promoted two lawyers to partnership in China as part of its worldwide partner promotion program.

Shanghai-based Li Kening will become a partner in the firm’s IP practice while Hong Kong-based Peter Borg will become a partner in the international construction & engineering disputes team.

In addition to partner promotions, the firm has also promoted a number of junior associates to senior associate. Michelle Li and Nicholas Turner will become senior associates in the firm’s Shanghai and Hong Kong offices respectively. Meanwhile, in Hong Kong, the firm elevated corporate lawyer Norman Leung from senior associate to legal director.

品诚梅森晋升中国律师

品诚梅森律师事务所将中国地区两位律师晋升为合伙人， 此次晋升是该事务所全球合伙人晋升项目的一部分。上海 代表处的 Kening Li 将担任事务所知识产权业务合伙人， 香港代表处的 Peter Borg 则成为品诚梅森国际建筑与工 程纠纷团队的合伙人。 除合伙人晋升外，事务所还将多位初级律师晋升为高 级律师。上海和香港代表处的 Michelle Li 和 Nicholas Turner 将成为高级律师。在香港代表处，事务所还将 公司事务律师 Norman Leung 由高级律师晋升为法律 总监。

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NEWS | news >>

Jingtian & Gongcheng

appointments ►► LATERAL HIRES Name

Leaving

Going to

Practice

Location

Si Xiaotan

King & Wood

Jingtian & Gongcheng

Corporate, M&A

Beijing

Wang Yingzhe

Jingtian & Gongcheng

Hanyi

Capital markets, M&A

Beijing

Andy Liao

Linklaters

HHP

Corporate, M&A

Shanghai

Song Liwei

Gide Loyrette Nouel

Jade & Fountain

International trade

Shanghai

Henry Xiao

Zhong Lun

Jade & Fountain

M&A, real estate, employment

Shanghai

Jeffery Yang

Freshfields

Jade & Fountain

M&A, securities

Shanghai

Kent Woo

Kingson

Guangda

International investment, corporate

Guangzhou

Sammy Li

Morgan Stanley

Paul Hastings

Capital markets, M&A

Hong Kong

Pattie Walsh

Minter Ellison

DLA Piper

Employment

Hong Kong

Hanyi

Hanyi adds to Beijing office Sixteen months after its Beijing office was established, Shanghai Hanyi has hired Wang Yingzhe, a veteran practitioner in capital markets, to be the partner responsible for Beijing.

Wang joins from Jingtian & Gongcheng, where he was a senior partner and practised for 12 years.

He focuses his practice on the areas of domestic and overseas securities offerings and listings, restructuring of large and medium-sized SOEs, M&A, and the reorganisation of listed companies.

翰一北京分所新添合伙人

上海翰一律师事务所在该所北京分所成立16个月 后，聘请了资本市场领域的资深律师王英哲加盟，担 任该分所的主管合伙人。 此前，王英哲在竞天公诚律师事务所担任高级合 伙人长达12年。他的主要业务领域包括国内外证券 发售和上市、大中小型国有企业重组、并购以及上市 公司重组。 除王英哲律师外，该北京分所现有10多位律师及 另一名合伙人吴泉能。

Various

Jade & Fountain

Jade & Fountain appoints new partners Jade & Fountain has strengthened its market position in Shanghai by making three partner appointments.

Profile

Blancpain

Blancpain宝珀Super Trofeo计时手表 两大传奇企业的终极合作

2

Marc Blancpain

24

009年5月，英国久负盛名的银石赛道，随着兰博基尼引擎标志性的巨大轰鸣声和流线 型车身上闪耀的Blancpain宝珀商标，由Blancpain宝珀冠名赞助的兰博基尼超级单一量 产车大赛将正式拉开序幕。本系列赛采用由兰博基尼盖拉德（Gallardos）改装而成的 Super Trofeo赛车，每年举行的六站比赛。为庆祝此项超级赛事的诞 生，瑞士勒布哈苏（Le Brassus）的Blancpain宝珀工厂隆重推出Super Trofeo飞返计时腕表——这款运动型手表每年仅量产300只。它们 将伴随兰博基尼Super Trofeo赛车，在各大赛场上驰骋飞奔，闪 耀夺目的光彩。 在强劲的560匹马力和540扭/米的扭矩驱动下，兰博基尼 Blancpain宝珀Super Trofeo赛车的最高时速超过每小时300公里。 其咄咄逼人的外形及紧绷的线条赋予Blancpain宝珀设计师和制表 师灵感，制造出璀璨夺目，动感非凡的Super Trofeo飞返计时腕 表。与强大Super Trofeo赛车一样，这一新款Blancpain宝珀计 时表也体现了一流的设计与技术工艺。 表壳的设计灵感来自兰博基尼盖拉德赛车的流线型外表，表 壳直径达43.5毫米，钢制，防水深度达到100米，有磨砂与抛光 两款可供选择。为了追求高硬度、抗过敏性和强烈的色彩，表壳 采用黑色碳化涂层（DLC）处理工艺，薄至2微米的黑色碳化涂层 （DLC）结合了类钻碳（高硬度、绝缘和抗化学腐蚀性）和石墨（ 黑色与伸缩性）的特性，摩擦系数更低，化学惰性更强，它通过先 进的“真空附着”技术，应用于表壳。这项高新科技的运用，确保了 Super Trofeo飞返及时腕表超强的抗磨损、抗腐蚀能力和硬度。 ISSUE 6.5 6.5 ISSUE

NEWS | news >>

The new additions to its partnership – Song Liwei, Henry Xiao and Jeffrey Yang – will help expand the firm’s corporate, dispute resolution, international trade and capital markets practice, taking the total number of Song Liwei partners to 15.

Liwei joins from Gide Loyrette Nouel, where he developed the firm’s anti-dumping and international trade practice in China. He is one of the few European-Chinese specialists in the area of international trade.

Xiao, formerly a partner with Zhong Lun, is experienced in the areas of M&A, real estate, employment, and dispute resolution, while Yang, who has practised with Freshfields, Herbert Smith and Haiwen & Partners prior to joining Jade & Fountain, enjoys a growing reputation in advising cross-border M&A transactions, foreign direct investment and China-related securities offerings.

上海九州丰泽任命三位新合伙人

通过新增三位合伙人，九州丰泽律师事务所将继续 巩固其在上海法律服务市场的地位。 律所的三位新合伙人分别是宋立伟、肖飞和杨勐 律师，他们的加入也使其合伙人总数达到15人。据 悉，新合伙人将帮助九州丰泽在公司、纠纷解决、国 际贸易和资本市场业务领域的进一步开拓。 据介绍，新合伙人宋立伟此前在基德律师事务所 工作，曾协助该律所拓展反倾销和国际贸易业务。此

外，他也是国际贸易领域中为数不多的中欧法律业务 专家，曾参与该领域30多宗案件的诉讼。 肖飞律师曾担任中伦律师事务所合伙人，在并购、 房地产、劳动法和纠纷解决领域经验丰富。他曾为跨 国企业提供顾问服务长达10年，参与过诸多与中国 相关的交易和影响重大的法庭诉讼。 此外，另一位新合伙人杨勐律师曾工作于富而德、 史密夫和海问律师事务所，在跨境并购交易、外商直 接投资和中国相关证券发售领域享有较高声誉。

丰富，其执业领域涉及汽车制造、物流、技术、媒 体、通讯及房地产等众多行业。廖律师的加入将为汇 衡注入新的法律知识和技能，加强其竞争力。 过去两年中，汇衡已经从国际律师事务所聘请了四 位新合伙人，除新近加入的廖荣华律师外，还有来 自英国胜蓝律师事务所上海代表处的戴峻和饶尧律 师，以及前德国法合联合律师事务所上海代表处的 侯群萍律师。 Guangda

Kingson Linklaters

HHP

Ex-Linklaters associate joins HHP HHP Attorneys At Law, a leading player in Shanghai’s corporate legal market, has appointed Andy Liao, formerly an associate with Linklaters in Shanghai, to be its ninth partner.

Liao has extensive experience advising international companies in a wide range of industries, such as automotive, logistics, TMT and real estate. .

HHP has hired four new partners from international firms in the past two years: Andy Liao from Linklaters; Dai Jun and Rao Yao from Salans; and Hou Qunping from Haarmann Hemmelrath.

Ex-Kingson partner starts new adventure at Guangda After spending five years at Guangdong firm Kingson, partner Kent Woo has joined Guangda’s head office in Guangzhou as a member of the international trade Kent Woo and investment practice group.

Woo has experience in the areas of corporate, IP and commercial transactions, with a particular expertise in advising foreign investments into China. He is also an active member of International Bar Association and Inter-Pacific Bar Association.

前年利达律师成为汇衡合伙人

君信前合伙人加盟广大

作为上海律师业中的新起之秀，汇衡律师事务所已 聘请前英国年达利律师事务所上海代表处的廖荣华 律师为其第九位合伙人。 加盟汇衡前，廖荣华已有长达七年的国际律师事务 所从业经验。他在跨国公司法律咨询业务方面经验

在广东君信律师事务所工作五年之后，合伙人吴清 发近期加入广大律师事务所广州总部担任合伙人， 并成为国际贸易和投资业务部成员。 吴清发在公司事务、知识产权和商业交易领域拥 有丰富经验，尤其擅长在外商投资领域提供法律服

Firm Profile

Lifang

337调查中的证据开示程序简介

证

据开示程序是337调查开庭审理 之前的一个重要程序，用于337 调查的一方从另一方获取证据材 料。以337调查案中最常见的专 利侵权纠纷为例，该程序通常包括证据交换、 询问取证（deposition）和工厂调查（factory inspection）等多个阶段。

1、证据交换

在证据交换阶段，一方当事人可以通过其律 师向另一方索要大量的证据资料，其范围可 能涉及与案件有关的所有研究开发资料、生 产记录、销售资料等。这些证据资料的数量 庞大，有时会高达百万页之巨。 证据交换是证据开示程序的第一阶段，应诉 企业通常需要在较短的时间内收集、整理和提 供大量的证据材料。

2、询问取证

在询问取证阶段，一般先由对方律师提出被询 www.legalbusinessonline.com

问的证人，在双方律师商定或经美国国际贸易 委员会（International Trade Commission，简 称ITC）法官认可之后，对方律师会对证人进 行面对面的质询。整个质询过程由ITC认可或 指定的速记公司记录，包括文字记录、录音、 录像等。证人一般包括企业的主要技术和管理 人员，例如总工程师、总经理、董事长等。 询问取证通常在证据交换工作基本完成后进 行，此时，对方律师已经对证据交换阶段获得 的证据材料进行了大量研究。因此，询问取证 工作的针对性较强，一般针对证据材料中存在 的漏洞对证人进行质询。

3、工厂调查

在工厂调查阶段，一般先由对方律师提出工厂 调查的范围和日程安排，在双方律师商定或经 ITC法官认可之后，由对方聘请的律师和专家 对工厂进行调查。整个调查过程由ITC认可或 指定的公司进行录像。 通过工厂调查，对方的律师和专家可以现

场考察企业使用的工艺方法。并在必要的情 况下，提取样品进行分析 研究。 由此可见，337调查中的 证据开示程序和中国知识产 权诉讼中的证据调查程序有 重大区别。因此，中国企业 在参加337调查时，应当严 格按照证据开示程序的规 定提供证据材料。 Wang Jia Bin

王加斌 立方律师事务所高级合伙人 电子邮件： jiabinwang@lifanglaw.com 刘永全 立方律师事务所合伙人 电子邮件： yongquanliu@lifanglaw.com 电话：86-10-64096099 传真：86-10-64096260 86-10-64096261

Liu Yong Quan

25

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务。他表示，在为涉及境外公司的重大交易和项目提 供服务方面，广大所拥有的卓越的平台、声誉和成就 令他印象深刻。 他还是国际律师协会和环太平洋律师协会成员。 Sydney

MHP

Martin Hu & Partners lures Australia-qualified lawyer Shanghai firm Martin Hu & Partners (MHP) has appointed Rick Zhang, who is admitted to practise in both China and the Supreme Court of New South Wales, Rick Zhang Australia, to its associates.

Priory to joining MHP, Zhang practised with the People’s Solicitors in Sydney, where he focused on corporate matters and commercial litigation, and was frequently involved in cross-border transactions.

胡光律师事务所吸引澳大利亚执业律师加盟

作为法律服务行业的新锐，上海胡光律师事务所积 极增强其律师团队的实力，聘请具有中国和澳大利 亚新南威尔士高等法院认可执业资格的张汇律师加 盟。 据悉，张律师在加入胡光前，曾在悉尼的一家律师 事务所工作，重点参与公司事务和商业诉讼方面的业 务，并经常参与跨境交易。张律师曾在上海的本土律 师事务所工作数年，之后获得澳大利亚科技大学法 学硕士和麦考瑞大学商法硕士学位

Morgan Stanley

Paul Hastings

所才能找到归属感。如今，普衡为我提供绝佳的发展 平台，我要牢牢把握这样的良机。”

Former Morgan Stanley executive joins Paul Hastings Former Morgan Stanley executive Sammy Li has been appointed to Paul Hastings’ Hong Kong office.

The capital markets specialist has already hit the ground running Sammy Li in Paul Hastings’ corporate practice, advising Chinese developers Shimao Property Holdings on its US$240m rights issue two weeks after his appointment.

Li said his move back to a law firm had always been on the cards. “It’s always been part of my long-term plan to get the exposure to the banking side. I see a very good platform for me to develop here at Paul Hastings and I just jumped at the opportunity,” he said.

DLA snares new Asia employment head DLA Piper will have a new head of its Asia employment practice from August after Pattie Walsh, a specialist in complex and sensitive employmentrelated matters, joins the firm from Minter Ellison in Hong Kong, where she was head of employment for Greater China.

In her new role, Walsh will have a similar focus on multi-jurisdictional employment work, as well as staffing issues arising from M&A, other reorganisation and outsourcing across Asia. Alison Smith, also of Minter Ellison, will join the firm along with Walsh as a senior associate.

摩根士丹利前高管加入普衡

欧华任命新亚洲区雇佣业务主管

继摩根士丹利亚洲区裁员之后，该公司前高管李卓 瀚加入普衡律师事务所香港办公室。 作为资本市场专家，李律师在上任两周后就开始参 与普衡公司法律业务的重大项目，为中国开发商世茂 房地产控股有限公司价值2.4亿美元的股权发售项目 提供顾问服务。值得注意的是，摩根士丹利在该交易 中担任联合账簿管理人。 李律师表示，重返律师事务所工作对他而言是随时 可能的。他说：“投身金融领域一直是我长期事业规划 的一部分。但作为律师，我总是认为，只有在律师事务

Minter Ellison

DLA Piper

今年八月，欧华亚洲地区雇佣业务新任主管Pattie Walsh将如期上任。据悉，Walsh擅长处理雇用领域 复杂而敏感的事务，他此前曾是铭德律师事务所香 港代表处合伙人，负责大中华地区雇佣业务。 据悉，Walsh上任后仍着眼于跨地区雇佣、亚洲地 区并购、重组和外包所引起的雇员安置问题。同样来 自铭德的Alison Smith 律师，也将与 Walsh 共同加入 欧华，担任高级律师。 欧华的这一人事举措表明亚洲地区雇佣领域的法律 服务竞争正进入白热化。

Firm Profile

Long An Law Firm

商业秘密侵权案最新特点

最

近几年国内连续出现了一系列特征极为相似的诸多大量商业秘密侵权案件，概括起 来主要体现在以下几个方面： 一、侵权人利用职务便利获取企业核心的商业秘密后辞职，重新以他人名义设 立企业，以获取的商业秘密实现非法的价值和利益。此类案件隐蔽性较强，商业秘 密权利人一般会遭受巨大的经济损失，商业秘密权利人维权获取证据难度较大。 二、有些企业人员将自己掌握的原单位商业秘密作为个人资本提供给其它单位，以换取优厚 的报酬和待遇，此类案件商业秘密权利人往往容易察觉，维权取证工作相对较为容易，但损失 的弥补往往不足。 三、有些企业为省去高额科研投入、以最低成本获取最高利润，不惜以重金收买有关人员，将 他人商业秘密据为己有。此类案件的不法企业和个人通过不正当竞争，往往给商业秘密权利人造 成巨额经济损失，取证维权工作相对较难。 笔者认为，目前侵犯商业秘密犯罪已向高智能化发展，随着我国惩治侵犯知识产权犯罪 力度加大，侵权人的手段更为隐蔽。这一特点越来越突出，将会给商业秘密权利者的维权增加 难度。

26

Jiali Xu Managing Partner Email: jialixu@longanlaw.com Longan law Firm Room188, Beijing International Club, 21 Jianguomenwai Street, Beijing 100020 Tel: 8610 65325588 Fax: 8610 65323768 Mob: 86 13601011122 www.longanlaw.com ISSUE ISSUE 6.5 6.5

NEWS | deals update >>

mergermarket M&A deals update

www.legalbusinessonline.com

27

EVENTS | China Law Awards >>

►► The full list of winners Deals awards

Debt Market Country Garden Convertible Bond Offering Energy & Resources China Oilfield Services Acquisition of Awilco Offshore Equity Market China Railway Construction Corp IPO M&A Chinalco Acquisition of Stake in Rio Tinto Project Finance Central Asia-China Gas Pipeline Real Estate Asia Pacific Land Acquisition of The Center in Shanghai International Dealmaker Chun Wei, Sullivan & Cromwell China Dealmaker David Liu Dali, Jun He China Deal China Netcom/Unicom/Telecom restructure

In-house awards

Banking & Financial Services ICBC Investment Bank JP Morgan

Foreign Company Procter & Gamble

Chinese Company China Telecom

China Team China Telecom

Firm awards

Banking Jun He

Dispute Resolution Dacheng Insolvency & Restructuring Guantao Insurance Grandall Legal Group IP Fangda Shipping Sloma & Co Tax & Trusts JunZeJun

Rising MWE China Offshore Conyers Dill & Pearman West China Solton & Partners

Northeast China Deheng Law Firm Zhejiang Zhejiang T&C Jiangsu Fangben Tianjin Winners Shenzhen Shu Jin

Hong Kong Law Firm, PRC Office Deacons Guangzhou Alpha & Leader Shanghai AllBright Beijing King & Wood Managing Partner Xiao Wei, Jun He

International Firm Freshfields China Firm King & Wood

28

CHINA

China Law Awards 2009

The winner’s of this year’s ALB China Law Awards showcased the depth of expertise in the country’s legal profession today

►► ALB China Law Awards 2009 – the big winners Chinese firms

No. of awards

Jingtian & Gongcheng

4

Jun He

4

King & Wood

4

Commerce & Finance

2

International firms Freshfields

4

Clifford Chance

3

Linklaters

3

Sullivan & Cromwell

3

Baker & McKenzie

2

Conyers Dill & Pearman

2

Deacons

2

Banks, in-house teams and accountants JP Morgan

5

CICC

3

China Telecom

2

Citi

2

Ernst & Young

2

Macquarie

2

PwC

2

T

his year, as last, the ALB China Law Awards attracted hundreds of the best and most successful legal and business minds in the country. New this year, though, was the sheer diversity of firms appearing on the winners list.

More than ever before, the awards managed to recognise the strength in depth that the Chinese profession now has.

Firms that are still comparatively unknown outside the country– JunZeJun, Shu Jin and Solton, for example – were deserving winners this year for their provincial and specialist practices. Meanwhile, international firms with modest China operations like Wachtell Lipton and Milbank joined the US and UK heavyweights like Skadden and Clifford Chance on the list of deals winners. And of course domestic powerhouses like Dacheng and Grandall featured strongly.

Perennial finalists and winners King & Wood and Jun He once again vied for top honours, and King & Wood’s extremely strong showing on headline deals like China Oilfield Services Acquisition of Awilco Offshore and Central Asia-China Gas Pipeline won over the judges.

ISSUE 6.5

EVENTS | China Law Awards >>

sponsors

deals of the year DEBT MARKET DEAL OF THE YEAR WINNER Country Garden Convertible Bond Offering

• Largest 100%-stake overseas acquisition in non-oil & gas category accomplished in energy sector in China by value to date • First major overseas transaction by A- and H-share company, and third largest China outbound M&A transaction for the year FINALISTS • Central Asia-China Gas Pipeline • China Coal Energy IPO • China Guangdong Nuclear Power • Chinalco Acquisition of Stake In Rio Tinto

EQUITY MARKET DEAL OF THE YEAR Zhu Haiyan (Commerce & Finance); Vivien Fung (Conyers Dill & Pearman); Fu Siqi (Jingtian & Gongcheng); Du Jiangbo (Sinopec); Bryan Chan (Linklaters)

Firms: Commerce & Finance; Conyers Dill & Pearman; Jingtian & Gongcheng; Linklaters; Sidley Austin Banks: Merrill Lynch Accountants: PwC Why: • First ever simultaneous convertible bond offering and synthetic share buyback structure for Asian-listed company • Re-opened market window for Chinese property companies to secure financing in public capital markets; against-market 11% stock price increase day after issuance • At US$600m, largest real estate RMBdenominated convertible bond offering in Asia-Pacific Finalists: • China Merchants Holdings Senior Notes Offering • Jiangxi Copper Bond Issuance • Ministry of Railways Corporate Bond Offering • Nine Dragon Senior Notes Offering • Shanda Interactive Convertible Senior Notes Offering

ENERGY & RESOURCES DEAL OF THE YEAR WINNER CHINA OILFIELD SERVICES ACQUISITION OF AWILCO OFFSHORE

WINNER CHINA RAILWAY CONSTRUCTION CORP IPO

Fu Siqi (Jingtian & Gongcheng); Anthony Jacobsen (Baker & McKenzie); Du Jiangbo (Sinopec); Teresa Ko (Freshfields); Li Zhihong (Deheng Law Offices)

Firms: Baker & McKenzie; DeHeng Law Offices; Freshfields; Jingtian & Gongcheng Banks: Citic; Citi; Macquarie Accountants: Ernst & Young Why: • Concurrent A-share (Shanghai) and H-share (Hong Kong) offering raised approx US$5.4bn • Largest IPO in Asia and second largest worldwide in 2008; only second ever A-then-H share listing • Flawlessly executed and generated record demand FINALISTS • China Coal Energy IPO • China South Locomotive & Rolling Stock Ipo • Jinduicheng Molybdenum A-Share Ipo • Renhe Commercial Holdings Ipo • Shandong Chenming Paper Holdings Ipo • Xtep International Holdings Ipo

M&A DEAL OF THE YEAR WINNER CHINALCO ACQUISITION OF STAKE IN RIO TINTO

Firms: Allen Arthur Robinson; Cleary Gottlieb; Clifford Chance; Fried Frank; Haiwen & Partners; Linklaters; Mallesons Stephen Jaques; Simpson Thacher & Bartlett; Sullivan & Cromwell; Wachtell Lipton Banks: CICC; Credit Suisse; JPMorgan; Macquarie; Morgan Stanley Accountants: Ernst & Young Why: • Chinalco acquired 12% stake in Rio Tinto through wholly owned subsidiary • At approx US$14bn was largest overseas investment made by Chinese enterprise to date • Substantial portion of debt financing by PRC lender directly to overseas acquisition company was unprecedented; complex JV arrangements with US strategic partner FINALISTS • China Huaneng Acquisition of Tuas Power • China Merchants Bank Acquisition of Wing Lung Bank • China Oilfield Services Acquisition of Awilco Offshore • Coca-Cola Acquisition of Huiyuan Juice • Sinosteel Acquisition of Midwest

PROJECT FINANCE DEAL OF THE YEAR WINNER CENTRAL ASIA-CHINA GAS PIPELINE

Anthony Jacobsen (Baker & McKenzie); Stephen Harder (Clifford Chance); Lawrence Liu (ACCA); Melissa Thomas (Freshfields); Du Honghui (King & Wood)

Firms: Baker & McKenzie; Clifford Chance; Freshfields; GRATA; King & Wood Banks: Bank of China; China Development Bank Why: • Development of 1,818km pipeline to deliver 30 billion cubic metres of natural gas from Central Asia to China • Spans four countries at an estimated cost of US$11bn FINALISTS • China Guangdong Nuclear Power • China Huaneng Acquisition of Tuas Power • Cosco Pacific Greek Ports Concession

CCH China CCH is a division of Wolters Kluwer, a leading multinational information provider, with over 100 years of experience in publishing information on law, business, tax, accounting and human resources. Offices located in China, Hong Kong, Singapore, Malaysia, Japan, Australia, New Zealand, USA, Canada, UK and Europe.

CCH China is dedicated to designing and developing professional publications about China in English and Chinese, which provide reliable and updated information for investors, corporations and professional advisers. Since 2000, branches have been established in Beijing, Shanghai, Guangzhou and Shenzhen; however, our company’s roots date back to 1985.

Shirley Liu, Senior Area Sales Manager, CCH China Shirley is the senior area sales manager with CCH China. She has five years’ experience in the professional publishing industry. She understands the legal professionals, tax & accounting professionals and HR professional well, and has built a strong sales team to develop CCH’s business in Shanghai.

China Legal Career At China Legal Career (CLC) we differentiate ourselves from the competition by our legal focus, in-depth knowledge about the local market, on-the-ground execution capability, international network in the US and UK and our consultants’ high-level professionalism. We cover both private practice and in-house sectors and we move from partners to associates and from GCs to corporate counsels. Three years after our founding in China, CLC has become a well-recognised brand name that is associated with high-quality service in the Chinese legal recruiting community.

Frazer Xia, Managing Director, China Legal Career Frazer has over 20 years’ experience in China. He has in-depth knowledge about the Chinese legal recruiting market and an extensive network on both the client and candidate sides. Frazer previously held many senior management positions in China and in the US. He got a MBA from SUNY in 1987 and BS from Wuhan University in 1982.

Zhang Yunwei (King & Wood); Kathy Honeywood (Clifford Chance); Fu Siqi (Jingtian & Gongcheng); Lawrence Liu (ACCA)

Firms: Clifford Chance; Jingtian & Gongcheng; King & Wood; White & Case; WongPartnership Banks: CICC; JPMorgan Why: • China’s largest integrated offshore oilfield services provider acquired Norwegian oil & gas drilling contractor in US$2.5bn deal www.legalbusinessonline.com

Chun Wei (Sullivan & Cromwell); Martyn Huckerby (Mallesons Stephen Jaques); Ma Chen (Haiwen & Partners); Xiangmin Xu (British Petroleum); Shaolin Luo (Simpson Thacher & Bartlett); Ross Keene (Allens Arthur Robinson); Kathy Honeywood (Clifford Chance); Judie NgShortell (Linklaters)

29

EVENTS | China Law Awards >>

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

Grant Thornton is a member of Grant Thornton International Ltd, an organisation of member firms operating in 110 countries.

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

Alan is the author of Insolvency in China and Hong Kong – A Practitioner’s Perspective published by Sweet & Maxwell Asia in 2005 (c. 1,200 pages).

Grant Thornton’s correspondent firm in Beijing is registered by the Beijing Higher People’s Court on the Panel of Approved Administrators, under the New Enterprise Bankruptcy Law.

REAL ESTATE & CONSTRUCTION DEAL OF THE YEAR WINNER ASIA PACIFIC LAND ACQUISITION OF THE CENTER IN SHANGHAI

INTERNATIONAL DEALMAKER OF THE YEAR WINNER Chun Wei, Sullivan & Cromwell

美国苏利文‧克伦威尔律师事务所

FINALISTS • Cui Liguo, Guantao 观韬律师事务所 • Guo Guiyang, King & Wood 金杜律师事务所 • Shuai Tianlong, Jingtian & Gongcheng 竟天公诚律师事务所 • Wang Weidong, Grandall Legal Group (Beijing) 国浩律师集团事务所(北京) • Yan Yu, Jia Yuan 北京市嘉源律师事务所

CHINA DEAL OF THE YEAR Myles Seto (Deacons); David Blumenfeld (Paul Hastings); Sang Binxue (Jun He); Ye Beicheng (Zhong Lun Law Firm); Sam Crispin (Bcham)

Firms: Allen & Overy; Deacons; Harneys; Jun He; Maples and Calder; Orrick, Herrington & Sutcliffe; Paul Hastings; Walkers; Zhong Lun Bank: JPMorgan Accountants: PwC Why: • US$650m acquisition of The Center building from HK-listed Hutchison Whampoa Group; largest single asset real estate acquisition by value in China’s history • Short timeframe for structuring, negotiation, due diligence and documentation in information-scarce environment of PRC real estate market due to late entry into highly competitive bidding process • Innovative structure grants senior and mezzanine lenders access to onshore security FINALISTS • Country Garden Convertible Bond Offering • Franshion Properties Acquisition of China Jin Mao • Poly Real Estate Bond Issuance • Vanke Corporate Bonds Issuance

Chun Wei (Sullivan & Crowmwell); Xiangmin Xu (British Petroleum)

FINALISTS • Paul Chow, Linklaters 英国年利达律师事务所 • Paul Deemer, Vinson & Elkins 美国文森‧艾尔斯律师事务所 • Rupert Li, Clifford Chance 英国高伟绅律师事务所 • Teresa Ko, Freshfields 英国富而德律师事务所

CHINA DEALMAKER OF THE YEAR WINNER David Liu Dali, Jun He

君合律师事务所

WINNER CHINA NETCOM/UNICOM/ TELECOM RESTRUCTURE

Zhu Haiyan (Commerce & Finance); Chun Wei (Sullivan & Crowmwell); Li Zhongfang (China Telecom); Fu Siqi (Jingtian & Gongcheng); Teresa Ko (Freshfields); Zili Shao (Linklaters)

Firms: Commerce & Finance; Freshfields; Jingtian & Gongcheng; Linklaters; Milbank; Shearman & Sterling; Skadden; Slaughter & May; Sullivan & Cromwell Banks: CICC; Citi; JPMorgan Why: • US$23.8bn merger of China Netcom with China Unicom; and China Telecom US$15.8bn acquisition of China Unicom’s CDMA business • Landmark deal is China’s biggest ever merger

Yun Zhang (CLB); Tao Xudong (Jun He)

►►BEST DRESSED LexisNexis LexisNexis is a leading global provider of content-enabled workflow solutions designed specifically for professionals in the legal, risk management, corporate, government, law enforcement, accounting and academic markets. LexisNexis originally pioneered online information with its Lexis® and Nexis® services. A member of Reed Elsevier, LexisNexis serves customers in more than 100 countries with 18,000 employees worldwide.

Mr Aley Chang, Managing Director, LexisNexis China Mr Aley Chang has over 23 years of experience in sales, marketing, business development, M & A and general management in media and information industry. He has held various senior positions in China, Hong Kong, Taipei and London driving business expansion for different business units in PCCW before joining LexisNexis.

30

With everyone out in their finery, the most hotly-contested event of the evening was without doubt the ‘Best Dressed’ award.

The judges found it hard to pick a winner, but eventually whittled it down to this stylish pair.

The winners were Haiwen & Partners’ Ma Chien (far left), who the judges from Gieves & Hawkes said had a “flair for picking suits”. He was also praised ”picking up his trench coat during what turned out to be a rainy evening”.

Meanwhile, Christina Wu (nearleft) from AllBright, was declared the victor in the female competition, drawing admiring glances from the judges from Salvatore Ferragamo for her shimmering white gown.

ISSUE 6.5

EVENTS | China Law Awards >>

in-house awards BANKING & FINANCIAL SERVICES IN-HOUSE TEAM OF THE YEAR WINNER Industrial and Commercial Bank of China (ICBC)

Melissa Thomas (Freshfields Bruckhaus Deringer); Mei Minghua (ICBC)

Finalists Bank of China; China Development Bank; China Merchants Bank; Guotai Junan Securities;Société Générale

INVESTMENT BANK IN-HOUSE TEAM OF THE YEAR WINNER JPMorgan Finalists BOC International (China); China International Capital Corporation (CICC); Goldman Sachs; Morgan Stanley; UBS

CHINA LEGAL CAREER AWARD FOREIGN COMPANY IN-HOUSE TEAM OF THE YEAR WINNER Procter & Gamble

Fraser Xia (China Legal Career); Benny Chen (Procter & Gamble); Joe Macrae (China Legal Career)

Finalists BASF; Danone; Dell; Google China; Intel; Shell; The Coca-Cola Company

CHINESE COMPANY IN-HOUSE TEAM OF THE YEAR WINNER China Telecom

Zili Shao (Linklaters); Li Zhongfang (China Telecom)

Finalists China Railway Construction Group; Chinalco; CNOOC; Huawei Technologies; Lenovo; Ping An Insurance Group; Sinosteel

MWE CHINA LAW OFFICES AWARD CHINA IN-HOUSE TEAM OF THE YEAR WINNER China Telecom

www.legalbusinessonline.com

31

EVENTS | China Law Awards >>

sponsors MWE China Law Offices MWE China Law Offices is strategically allied with McDermott Will& Emery, an international law firm with 16 offices in the United States and Europe, to provide global companies based within and outside of China superior client service with access to leading lawyers within China and around the globe.

Our lawyers possess an in-depth knowledge and understanding of the local laws, customs and regulations of the People’s Republic of China and global business practices. With a Western-style approach to client service, we excel at providing legal services and business advice to both Chinese companies and multinational companies doing business in China.

Kevin Y Qian, Founding Partner, MWE China Law Offices Kevin Y Qian is a founding partner in MWE China Law Offices based in Shanghai. He has broad legal experience in the areas of international syndicate loans, venture capital investments, equipment leasing, project financing, joint ventures, establishment and financing for hightech companies, technology licensing, M&A, international arbitration and other commercial business areas.

firm awards Banking law Firm of the Year WINNER Jun He

GRANT THORNTON AWARD INSOLVENCY & RESTRUCTURING LAW FIRM OF THE YEAR WINNER Guantao

Yanping Cao (GE (China)); Sang Binxue (Jun He)

• Lawyers highly experienced in handling large and complex financial transactions • At forefront of emerging areas in China, such as asset securitisation, resolution of distressed assets and derivatives • Advised China Merchants Bank on its takeover of Wing Lung Bank and advised Hang Seng Bank on its acquisition of a RMB800m, 20% stake in Yantai Commercial Bank – making Hang Seng the largest single shareholder Finalists Commerce & Finance; Haiwen & Partners; Jingtian & Gongcheng; King & Wood

DISPUTE RESOLUTION LAW FIRM OF THE YEAR

Alan Tang (Grant Thornton); Han Dejing (Guantao)

• Number of partners specialising in this practice, including Yang Guang, Lv Liqiu and Cui Liguo • Extensive experience restructuring SOE and securities companies Finalists Dacheng; King & Capital; King & Wood; W & H Law Firm; Zhongzi

INSURANCE LAW FIRM OF THE YEAR WINNER Grandall Legal Group

WINNER Dacheng

Porsche Center Shanghai The Porsche Centre Shanghai commenced operations on August 19 2003, providing personal service to all customers in the East China region. The showroom is centrally located in the heart of the city, along the prestigious Nanjing Road. In the 630m2 showroom and workshop, Porsche’s professional staff provide expertise on all Porsche products, including the newest vehicles of current model range. The showroom also displays a variety of Porsche Design Selections items, such as model cars, watches and shirts. 650 units of cars were sold in 2007.

Mr Chun (Tommy) Zhao, General Manager, Porsche Center Shanghai Tommy is General Manager of the Porsche Center Shanghai. He has over 15 years’ experience working in the China Auto industry and has had many roles as: senior manager in an investment company; senior strategy consultant; operation manager; etc.

His major focus is on the parts supplied to OEMs and the car sales channel.

Iris Ma (ALB); Zhan Hao (Grandall Legal Group)

Yanping Cao (GE (China)); Liu Xinde (Dacheng)

• Dispute resolution team involved in some of country’s most high-profile commercial litigation, including acting for Wahaha against Danone • Dispute resolution team comprises hundreds of lawyers in seven offices in China. Many have experience working as senior judges in the Supreme People’s Court and local courts • Having renowned litigators, such as partner Qian Weiqing, continues to raise firm’s profile as solid choice for complex, highvalue litigation and arbitration • Involved in some of the country’s most highprofile commercial litigations, including acting for Wahaha in its legal action against Danone Finalists AllBright; Fangda Partners; Jun He; King & Wood

• Strengths lie mainly in offering noncontentious corporate advice and services to insurance industry clients • Dr Zhan Hao leads the insurance practice group and advises on a wide range of corporate insurance matters Finalists AllBright; Shanghai Kai-Rong; King & Wood;Wang Jing & Co

management and commercialisation, and enforcement • Best known for IP-related litigation capabilities, particularly representing clients in complex and high volume claim patent litigation.

• Well-established platform attracted IP veteran Dr Jiang Zhipei, former Chief Justice of Intellectual Property Rights Tribunal of Supreme People’s Court, to join as a senior counsel last year Finalists CCPIT Patent & Trademark; King & Wood; Lifang & Partners; Liu, Shen & Associates; Longan; Watson & Band; Zhongzi

SHIPPING LAW FIRM OF THE YEAR WINNER Sloma & Co

Yu Genrong (Sloma & Co); Yu Tengqun (China Railway Group)

• Following merger of Sloma & Co and Siway & Seaway in 2007, this firm further consolidated its leading market position as integration process entered its final step. Merger allows it more opportunities to extend reach to new clients and extend shipping practice to new areas • Continues to position itself as a leading player of both dry and wet sides of the shipping business Finalists Global Law Office; Hai Tong & Partners; Rolmax; Wang Jing & Co

TAX & TRUSTS LAW FIRM OF THE YEAR WINNER Junzejun

CCH AWARD INTELLECTUAL PROPERTY LAW FIRM OF THE YEAR WINNER Fangda & Partners

Shirley Liu (CCH China); Doris Tang (Fangda)

Wang Zhengyang (JunZeJun); Iris Ma (ALB)

• Retains reputable scholars as senior consultants to provide strong policy and theory support for its taxation services • Led by experienced Li Rongfa, especially in handling complicated taxation disputes and general tax planning Finalists Hwuason; Jun He; King & Wood; Lehman Lee & Xu; Zuo Quan

• IP practice group has around 30 members, including six partners. Offers a wide range of IP services, covering filings, portfolio

32

ISSUE 6.5

EVENTS | China Law Awards >>

RISING LAW FIRM OF THE YEAR

OFFSHORE LAW FIRM OF THE YEAR

WEST CHINA LAW FIRM OF THE YEAR

NORTHEAST CHINA LAW FIRM OF THE YEAR

WINNER MWE China

WINNER Conyers Dill & Pearman

WINNER Solton & Partners

WINNER Deheng Law Firm

Kevin Qian (MWE China); Sam Crispin (Bcham)

Vivian Fung (Conyers Dill & Pearman); Yu Tengqun (China Railway Group

Wayne Gu (British Petroleum); Yvonne Cheung (on behalf of Solton & Partners)

Jiang Qi (Deheng Law Firm); Wayne Gu (British Petroleum)

• Specialises in corporate restructurings, M&A, mutual funds and unit trusts, private equity, JV and public offerings Finalists Appleby; Harneys; Maples and Calder; Walkers

• A leading player in region, with local government connections • Provides legal service as external legal counsel for more than 200 clients, including financial and securities companies, foreign-invested enterprises, large- and medium-sized SOE and government organisations in Chongqing Finalists Chongqing Overseas; Exceedon & Partners; Sichuan Jun He; Sifangda; Tahota; Zhong Hao

• One of China’s largest firms, it has 37 partners and nearly 200 legal service staff • Has established branches in Beijing, Shanghai, Jinan and Qingdao - added a number of experienced corporate lawyers to Beijing office last year • Continues to expand its international network by signing cooperation arrangements with firms around the world Finalists Liaoning Fada; Liaoning Shenyang; Shandong Ya & Tai; Wang, Wu, Yang & Ma

• This Shanghai-based firm’s business enjoyed robust growth in the past year • Strategic alliance with US firm McDermott Will & Emery has played a major role in its fast development since establishment in 2007.

• Its capabilities enable it to serve multinational companies and domestic Chinese clients from all industry sectors Finalists Han Yi; Han Kun; HaoLiWen; Jia Yuan Jin Mao Partners; Run Ming

Your business is our focus.

MWE China Law Offices, through a strategic alliance with McDermott Will & Emery, offers clients a diversified business practice on a global scale. We are well-established Chinese lawyers who combine in-depth knowledge and understanding of China’s laws, customs and regulations with a Western-style approach to client service.

For more information, please contact John Huang, +86 21 6105 0588 or johnhuang@mwechinalaw.com, or Kevin Qian, +86 21 6105 0566 or kqian@mwechinalaw.com.

www.mwechinalaw.com Strategic alliance with McDermott Will & Emery Boston Brussels Chicago Düsseldorf Houston London Rome San Diego Silicon Valley Washington, D.C. www.legalbusinessonline.com

Los Angeles

Miami

Milan

Munich

New York

Orange County

33

EVENTS | China Law Awards >>

ZHEJIANG LAW FIRM OF THE YEAR WINNER Zhejiang T & C

Wang Lixin (Zhejiang T&C); Shaolin Luo (Simpson Thacher & Bartlett)

• Remains a dominant player in the area of FDI, IPOs and listings • Has advised on major FDI projects in Zhejiang by multinational corporations such as Motorola, Texas Instruments, Otis, Toshiba, Panasonic, Fuji Electric Group, United Biscuit, Shell Group, Kyaerner, Alstom, Sanofi, Siemens, and Saint-Gobain, with a total investment of more than US$30bn Finalists High Mark; Zhejiang Brighteous; Zhejiang Liuhe; Zhejiang Zeda

JIANGSU LAW FIRM OF THE YEAR

TIANJIN LAW FIRM OF THE YEAR

SHENZHEN LAW FIRM OF THE YEAR

WINNER Fangben

WINNER Winners

WINNER Shu Jin

Winston Jin (Fangben); Shaolin Luo (Simpson Thacher & Bartlett)

Simon Bai (Winners); Damon Page (Westin Shanghai)

Ma Li (Shu Jin Law Firm); Damon Page (Westin Shanghai)

• Based in Suzhou, this medium-sized firm also has a meaningful presence in Shanghai • Continues to win high praise for its work in corporate and investment matters, and litigation and arbitration • Has developed strong relationship with foreign clients from more than 40 countries and regions Finalists JC Master; Jiangsu Co-far Law Firm; Jiangsu FD Yongheng; Jiangsu Way-to-Justice

• Has advised more than 30 high-profile private equity and venture capital funds, including Tianjin Municipality Leading Fund (Fund of Fund), SAIF, Growth Fund, BoHai Industrial Fund, BinHai Leading Fund of Fund (RMB2bn) • Served as legal counsel to a number of banks including China National Development Bank, Standard Chartered, DBS Bank (China) and BEA Bank (China) Finalists Join & High; Teda; Zhang Ying

• Regarded as a leading player for advising IPOs and listings, particularly on Shenzhen stock market • Strong capabilities to handle compliance and regulatory issues for listed companies • Closely tied to its prominent Shenzhen practice, the firm has a highly active corporate element in its Shanghai office Finalists China Commercial Law Co; Guangdong Guanghe; SD & Partners; Sincere Partners & Attorneys

C

M

Y

CM

MY

CY

CMY

K

What we are: • a full-service law firm with over 100 registered lawyers having overseas education and/or work experience and advising clients from all parts of the world in English, German, French, Japanese, Korean, Russian and other major languages respectively; • a problem solving law firm with over 100 lawyers and consultants who have been government officials, judges, arbitrators and special advisors to legislation bodies.; • a forward looking law firm with over 130 cooperative legal professional institutions around the world and as a key member of several well-known law firm alliances including TerraLex, Sino-Global Law Firm Alliance and Yangtze River Alliance; • an experienced law firm with sufficient professional qualifications issued by

various levels of government bodies to provide all types of litigation and nonlitigation legal service and help clients’ businesses succeed in China.

What we do: • General Corporate and FDI • Capital Market • Securities and M&A • Restructure, Insolvency and Liquidation • Fund Formation/PE and VC Investment • Banking, Finance and Insurance • Securitization and Structured Financing

• International Trade and Anti-dumping • Anti-trust and Trade Regulations • Real Estate and Infrastructure • Intellectual Property • Employment • Tax and Accounting • Litigation and Arbitration

Thank you note

We are grateful for our clients’ continued support and recognition. We continue to strive for excellence because this is what our clients have come to expect from us.

Contact us: Shanghai Citigroup Tower office: 14th Floor, Citygroup Tower, 33 Hua Yuan Shi Qiao Road, Pudong New Area, Shanghai, P.R.China 200120 Tel: +86-21-6105-9000 | Fax: +86-21-6105-9100 Hong Kong Plaza office: 28th Floor, Hong Kong Plaza, No. 283 Mid. Huai Hai Road, Shanghai, P.R.China 200021 Tel: +86-21-2326-1888 | Fax: +86-21-2326-1999 For the contact information of our Beijing, Hangzhou and Shenzhen offices, please visit our website at www.allbrightlaw.com

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ISSUE 6.5

BEIJING

SHANGHAI

TAIPEI

HONG KONG

MACAU

www.gievesandhawkes.com + 010-65261741

LONDON

MOSCOW

DUBAI

EVENTS | China Law Awards >>

HONG KONG LAW FIRM, PRC OFFICE OF THE YEAR

GUANGZHOU LAW FIRM OF THE YEAR

WINNER Deacons

WINNER Alpha & Leader

John Chan (Canadian Chamber of Commerce in Shanghai); Myles Seto (Deacons)

John Chan (Canadian Chamber of Commerce in Shanghai); Wesley Pan (Alpha & Leader)

• Substantial team of 50-plus lawyers and professionals (including researchers and translators), having an established network with a core team in HK and three licensed offices in Beijing, Shanghai and Guangzhou • Team advised leading China domestic enterprises in M&A and JV with world-class private equity and investment funds • Assisting a HK subsidiary of leading USlisted company in lodging and hospitality supply industry to set up a foreign invested commercial enterprise in Shenzhen, Guangdong Province, to engage in distribution of hotel amenity products Finalists Arculli Fong & Ng; JSM; Jackson Woo & Associates; Woo Kwan Lee & Lo; Vivien Chan & Co

• Strategic alliance with Bryan Cave enables sharing of resources and diversifying services, expanding its network to New York, London, Hamburg, Milan, Kuwait • With nine partners and over 60 lawyers, team serves international clients such as banks and funds in practice areas including finance, banking, corporate, transaction, risk & asset management, dispute resolution and real estate Finalists C & I Partners; GFE Law Office; Guangda; Kingson; Wang Jing & Co

PORSCHE CENTRE SHANGHAI AWARD SHANGHAI LAW FIRM OF THE YEAR WINNER AllBright

Lawrence Zhu (AllBright); Damon Page (on behalf of Porsche Centre)

• The largest Shanghai firm enjoyed a successful year. Its 2008 revenue increased by over 30% compared to the previous year.

• New management headed by Zhu Linhai has further strengthened its market position • Established a corporate restructure/ bankruptcy practice group Finalists Duan & Duan; Fangda Partners; Grandall Legal Group (Shanghai); Jade & Fountain; Jin Mao Partners; Llinks

LEXISNEXIS AWARD BEIJING LAW FIRM OF THE YEAR WINNER King & Wood

Xue Han (King & Wood); Tony Chow (LexisNexis)

• Continues to enjoy dominant position in the Beijing market, 2008 saw the firm being sought out by major Chinese enterprises to advise on landmark transactions, such as Central Asia-China Gas Pipeline project and China Oilfield Services’s acquisition of Norway’s Awilco Offshore • Sole PRC legal counsel to the Beijing Organizing Committee for the Olympic Games – firm’s contribution to the Olympics and its organiser was well recognised and highly praised • Maintained lead in international expansion among PRC firms by developing a strategic alliance with Australian specialist corporate law firm Gilbert + Tobin and opening an office in New York Finalists Dacheng; Guantao; Haiwen & Partners; JT & N; Jun He; Tian Yuan; Zhong Lun

China Telecom is delighted to have won the “China In-House Team of the Year” and the “Chinese Company In-house Team of the Year” at the 2009 Asian Legal Business China Awards.

China Telecom is a full services integrated operator and the world’s largest wireline telecommunications and broad band services provider. China Telecom strives to understand what our customers want and innovate services to delight them, making their life easier, simpler, richer and more productive. China Telecom aims to provide our services in an efficient way leveraging the unique rich resources and infrastructure, and firmly believes that when we continue to progress our way to full services convergence offering, our customers’ value will be further enhanced, with our success and shareholder value to follow.

China Telecom has an in-house team working closely with the internal clients. The awards of “China In-House Team of the Year” and the “Chinese Company In-house Team of the Year “ have recognized its excellence in the provision of legal solutions and the wealth of knowledge and expertise. Dedicated to provide efficient and effective legal services, the in-house team will progress together with the company and continue to contribute to full services of convergence offering by the company to the customer.

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ISSUE 6.5

Winner of Four Awards at ALB China Law Awards 2009 China Deal of the Year

China Netcom/Unicom/Telecom restructure

Debt Market Deal of the Year

Country Garden Convertible Bond Offering

Energy & Resources Deal of the Year China Oilfield Services Acquisition of Awilco Offshore

Equity Market Deal of the Year China Railway Construction Corp IPO

We Are Winning. Not Just Awards.

Jingtian & Gongcheng wishes to express gratitude to all our clients for their trust and support.

www.jingtian.com Beijing Tel: (86-10) 6588-2200 Fax: (86-10) 6588-2211

Shanghai Tel: (86-21) 5404-9930 Fax: (86-21) 5404-9931

Shenzhen Tel: (86-755) 2398-2200 Fax: (86-755) 2398-2211

EVENTS | China Law Awards >>

MANAGING PARTNER OF THE YEAR

38

INTERNATIONAL LAW FIRM OF THE YEAR

CHINA LAW FIRM OF THE YEAR

WINNER Xiao Wei, Jun He

WINNER Freshfields

WINNER King & Wood

Godwin Lam (Gieves & Hawkes); Tao Xudong (Jun He)

Philip Partnow (UBS); Melissa Thomas (Freshfields Bruckhaus Deringer)

Philip Partnow (UBS); Shaun Lee (King & Wood)

• Xiao Wei continues to enjoy a strong reputation among his peers • As chair of Jun He’s management committee, he has proven its leadership abilities and business acumen with Jun He achieving another successful year • Partnership grew steadily and rainmakers secured many instructions to advise on major deals and complex litigation, and arbitration cases Finalists Christopher Han, Llinks; Wang Li, DeHeng Law Offices; Wang Ling, King & Wood; Wang Yadong, Run Ming; Wang Zhongde, Dacheng; Zhu Linhai, AllBright

• Made further commitment to resources in China with the addition of two corporate partners in Beijing and Hong Kong, who specialise in corporate work • Has advised on some landmark deals in China, such as the largest telecom restructuring activity in China (China Unicom/China Netcom merger) and the recent public takeover of Huiyuan Juice by Coca-Cola Finalists Clifford Chance; Davis Polk & Wardwell; Linklaters; Lovells; Simpson Thacher & Bartlett; Skadden

Finalists Dacheng; Grandall Legal Group; Guantao; Jun He; Zhong Lun

ISSUE 6.5

F

ounded in 1993 in Shenzhen, as one of the first partnership law firms in China, Shu Jin Law Firm now has offices in Shenzhen, Shanghai and an affiliated office in USA. Our lawyers are welltrained and experienced professionals with J.D., LLM and LLB degrees from the most prestigious law schools in China, the United States, and England, and are licensed to practice in different states in the U.S.A, Hong Kong, and China. 广东信达律师事务所成立于一九九三年八月，是中国首批合伙制律师事 务所之一， 总部设在深圳，并在上海、美国设有分所，本所律师均毕业 于国内外知名法学院，法律经验丰富，部分律师可同时在中国、香港、美 国等地执业。从业近二十年来，广东信达律师事务所已成为以证券、并 购、房地产等法律业务为主导的综合性律师事务所，也是全国证券法律 领域享有盛名的律师事务所之一。

The highlights of work in Shu Jin Law Firm in 2008: Banking and Financing: • Dealing with the loan and supplementary mortgage case on behalf of International Finance Corporation against a Ningxia company • Dealing with the loan disputes on behalf of International Finance Corporation against Shenzhen PCCP Co., Ltd. Corporate/M&A: • Cooperating with Delegation of German Industry and Commerce to deal with many acquisition cases on behalf of German enterprises • Issuing legal opinions on behalf of CPG Partners Ltd. regarding the acquisition of two expressway companies • Due diligence of PE Investment Project on behalf of AT Venture Capital Capital Market/Securities: • Dealing with the share acquisition of Chinese listed company, Shenzhen Shenbao Industrial Co., Ltd. • Material assets re-organization project of Union Developing Group of China approved by China Securities Regulatory Commission • Issuance of RMB 500 million Short-term Corporate Debts of Foshan Huaxin Packing Co., Ltd. registered in National Association of Financial Market Institutional Investors • IPO of Shenzhen Success-Electronic Co., Ltd. in Shenzhen Stock Market

• Listing of Tianyi Fruit Holdings Limited on the Stock Exchange of Hong Kong • Corporate bonds Issuance of Cofco Property (Group) Co., Ltd. approved by the China Securities Regulatory Commission • RMB 6 billion public add-issuance of China Merchants Property Development Co., Ltd. approved by China Securities Regulatory Commission • Listing of Wisesoft Co., Ltd. on the Small and Medium-sized Enterprise Board Shenzhen Stock Exchange • Listing of Combine Will International Holdings Limited on the Singapore Exchange Ltd. • IPO of Shenzhen Topway Video Communication Co., Ltd. approved

by China Securities Regulatory Commission • IPO of Project Speed obtaining ETL from Singapore Exchange Ltd. • IPO of Wisesoft Co., Ltd. approved by China Securities Regulatory Commission • Listing of Come Sure Group (holding) Ltd. on the Stock Exchange of Hong Kong • Corporate bonds issuance of China Vanke Co., Ltd. approved by China Securities Regulatory Commission

Key Practice Area: • Securities • Mergers & Acquisitions • Real Estate • Corporate Reorganizations • Private Equity • Employment and Employee Share Incentives • Trade & Commerce • Intellectual Property

Contact Information: Shu Jin Law Firm, www.shujin.cn Shenzhen Head Office Address: 24/F., Aerospace Skyscraper, 4019 Shennan Road, Shenzhen, P. R. China Tel.: 86-755-88265288 Fax: 86-755-83243108 Shanghai Office Address: 36/F., LT Square, No.500 Chengdu North Road, Shanghai, P. R. China Tel.: 86-21-63727700 Fax: 86-21-52081828

Thank you for all the Clients of Shu Jin Law Firm and we are honored that you select us time and time again to be your preferred Attorney. Shu Jin Law Firm will always try its best to fulfill our commitments to our clients, our people, our communities and ourselves. 感谢各位客户对信达律师事务所的一贯信任和支持，我们将秉承“己欲信先信于人， 己欲达先达于人”的传统，为您提供更稳、更准、更快的专业服务。

FEATURE | Capital markets >>

China’s GEM: jewel in the capital markets crown?

The long-awaited answer to NASDAQ, the Growth Enterprises Board, will soon launch in Shenzhen. Providing a new financing platform for SMEs, the secondary market will also help broaden law firms’ client bases

G

ood things come to those who wait, as the old saying goes.

And now, after more than 10 years of waiting, thousands of companies and organisations in the private sector are preparing to welcome the soon-to-be-launched Growth Enterprises Board on the Shenzhen Stock Exchange.

The country’s dream to create a NASDAQ-style growth enterprise market (GEM) began to finally turn into reality this May, when the Provisional Measures on Administration of Initial Public Offering and Listing on the Growth Enterprise Market came into effect.

These provisional measures set out important criteria for enterprises seeking to list on the secondary market in Shenzhen.

And the legal profession shares the same enthusiastic approach to the launch of the GEM as the rest of the business community.

“After a decade of discussion and preparation, the much-anticipated launch of the growth enterprise market is finally within sight,” says Zhu Linhai, senior partner of AllBright.

Like many other firms, AllBright has kept a close eye on the progress of the establishment of a second board since the proposal was first put forth in 1999. “It is a significant step towards expanding the depth and width of the domestic capital markets,” Linhai adds.

Llinks’ partner Chen Wei echoes these views. “The GEM not only provides the much needed financing channels for small and medium-sized private companies with strong growth potential, but also offers new growth prospects and opens new vistas for 40

ISSUE 6.5

FEATURE | Capital markets >>

law firms. Both are very important, especially in the context of the global financial crisis,” he says.

However, a little bit more patience is still required. It has been reported that the GEM is unlikely to commence trading until August, as other regulations and rules concerning IPOs on the new board have yet to be released, while an independent committee to approve its listings is being formed.

Joining the queue

There has been an IPO drought in the domestic market since last September, due to the China Securities Regulatory Commission’s push to reform its IPO system. However, that doesn’t mean law firms have stopped working on such transactions. And although the details of the launch of GEM hasn’t yet been finalised, a large number of companies are already queuing up for GEM listing approval, according to Shenzhen Stock Exchange Director Chen Dongzheng. The number of applicants in the queue will only increase as time goes on.

“Some of our clients, who initially planned to list on the SME board, are switching to GEM,” says Guan Jianjun, managing partner of Grandall’s ►► Potential client base

A large pool of companies are expected to be eligible for listing on GEM. Ba Shu Song, vice chairman of finance for the State Council’s Development Research Centre, noted during a recent program on China Central Television that the country’s “direct financing mechanism is not very well developed”. As a result, a huge number of companies meet the GEM’s financing criteria. “Based on the current standard, we have at least 3,000 to 5,000 [eligible] companies, and almost 10,000 enterprises that are financially ready for listing on the GEM,” Song said.

Shenzhen alone has 1,100 companies that meet the GEM’s financial requirements, while around 100 companies have started restructuring to meet the guidelines and another 35 companies are now in the pipeline, according to officials.

In Hunan province, roughly 100 companies are ready to apply for GEM listing, while more than 50 have signed pre-listing guidance deals with security firms. In Jiangsu province, 130 companies have already signed deals. Ping An Securities has placed more than 100 companies in the pipeline, says Xue Rongnian, a company president, and nationwide, estimates suggest there are at least 1,000 companies waiting to be listed. www.asianlegalonline.com

Shanghai office. The firm has advised on 28 IPOs on the SME board since 2004, making it one of the dominant legal advisors in this market.

As the requirements for listing on the GEM are lower, many companies that were preparing to list on the SME board are immediately suitable for a GEM listing. In addition, the global economic crisis has seriously affected the revenue growth of many companies wanting to list on the main board. Some may no longer meet the requirements for a main board IPO, making going public on the GEM a viable alternative.

“The first batch of companies to debut on the GEM will be the ones that have prepared for listing on the SME board,” Guan says. “Many companies and law firms are aiming to be the first to break the ground.”

Shenzhen-based Shu Jin, a firm with a strong reputation for advising SMEs on corporate finance, also has a headstart. It has been establishing relationships with potential companies and helping them prepare for a GEM listing since 2000, when the CSRC first attempted to establish a GEM in Shenzhen.

“A number of our clients have been following the development of the GEM since 2000 and have instructed us to restructure their companies to meet listing requirements,” says Zhang Jiong, a partner with Shu Jin. “Their GEM listing applications are expected to be submitted for approval early next year.”

While the idea of the GEM was first conceived nine years ago, little real action was taken by law firms and clients until 2007, when the CSRC issued a draft of the provisional measures to gauge public opinion.

Now, the preparation for the GEM is in full swing, and many law firms have established a formal solicitor-client relationship with companies to help them get ready to list.

“The potential pool of clients for GEM listings is vast,” says Lin Zhong, a partner with Chen & Co. The firm has a proven track record of advising domestic companies on listings both overseas and at home. “With the government’s efforts to improve SMEs’ access to finance and policies that encourage innovation in the SME sector, we anticipate that advising on

“The first batch of companies to debut on the GEM will be the ones that have prepared for listing on the SME board. Many companies and law firms are aiming to be the first to break the ground” Guan Jianjun, Grandall

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FEATURE | Capital markets >>

“It takes time and effort for clients to know their legal advisors and trust them. The preparation of an IPO provides a great course to establish trust between a client and its legal advisor” Zhang Jihong, Shu Jin

listing matters on the GEM will be the main growth area for many firms,” he says.

In addition to representing issuers in an IPO on the GEM, the number of underwriters and investment banks that law firms can potentially act for will also expand significantly.

The launch of GEM will also generate more transactional work in venture capital investments, from seed financing rounds all the way to pre-IPO financings and IPOs. “GEM will create a new realm of opportunities for corporate and capital markets practices,” Lin says.

Small deals, big business

NASDAQ’s success story is wellknown in China and it is this success that the GEM hopes to replicate. It is where many world-renowned companies grew and continue to list their stocks, including Google, Intel, Microsoft, Cisco, 3Com and Yahoo. Today, a total of 77 companies from mainland China have listed on NASDAQ, and many are high-flying technology companies, such as Baidu, Focus Media, Sina, and Ctrip.

The GEM’s launch will not only boost demand for corporate legal services, but will also provide a valuable opportunity for law firms to establish a long-term relationship with the fast-growing start-ups that may become industry leaders.

Generally, the legal fees for an IPO on the GEM are lower than a main board IPO, but many still view it as an attractive opportunity. “If a law firm has acted for the issuer in its IPO on the GEM, it will usually have a better chance of being sought out by the company again for future transactions, such as follow-on ►► Who’s qualified to list?

According to the measures, the enterprises willing to list in the GEM should be the stock limited companies with more than three years’ successive operations and net profits of no less than RMB10m (US$1.46m) over the past two years (or net profits over the past year of no less than RMB5m [US$730,000]); operation revenues of no less than RMB50m (US$7.3m); and operation revenue growth rates of no less than 30% in the oast two years. After the issuance, the total amounts of the capital stocks will be no less than RMB30m (US$4.38m).

42

financings, M&A or transferring to the main board,” Zhang says. “It takes time and effort for clients to know their legal advisors and trust them. The preparation of an IPO provides a great course to establish trust between a client and its legal advisor.”

Once listed on the GEM, companies will have to fulfil disclosure requirements, improve corporate governance and ensure continuous regulatory compliance.

Thus, GEM-listed SMEs will increasingly seek legal advice and use external advisors.

While law firms that have already built up a solid expertise in advising on IPOs and listings will enjoy a distinct advantage, the GEM will not be the exclusive domain of established players. “Law firms that focus on servicing SMEs, instead of large SOEs, will achieve better performance in the GEM-related legal service market,” Lin says.

In addition, once the main board IPOs restart and the economy begins to recover, large firms will be preoccupied with larger, crossboarder transactions, offering promising prospects for newcomers and smaller players in this area.

Of course, not everyone sees the GEM as being a wholly positive development. There are some concerns about the secondary board, due to a perception that it is a risky dumping ground for companies that can’t make the standard elsewhere. And the unsatisfying performance of secondary boards on other exchanges, such as the GEM of Hong Kong, the Catalist of Singapore and the AIM of London, has ramped up concerns.

However, opportunities or pitfalls aside, the sheer needs of SMEs to raise funds from the equity market will drive things moving forward.

“Fundamentally, many SMEs are actually in need of capital to support their growth. So when the GEM is the best option available, they are eager to test the water,” Zhang says.

The path to success is not yet entirely clear, but it is apparent that the journey requires unwavering commitment and a mountain of hard work. The results should be well worth the effort. ALB ISSUE 6.5

Firm Profile

Chen & Co

China’s Growth Enterprise Market

T

he Growth Enterprise Market (GEM), sometimes referred to as the NASDAQ of China, is positioned as a more accommodating venue for public listing than the PRC’s main and medium enterprise boards, and specifically targets participation by small growth venture companies, especially those with promising self-innovative capacities.

The supporting GEM Measures, which became effective on 1 May, 2009, consist of 58 articles that lay out the framework for a GEM listing. Additional guidance and clarification are provided in other recently released and pending rules and regulations, such as the GEM Draft Listing Rules of Shenzhen Stock Exchange.

Highlights The GEM’s role as a venue for growth companies to raise capital through public listing and its correspondingly higher degree of investment risk is reflected in the terms of the GEM Measures and related regulations.

1. A Lower Threshold for Public Offering

Moreover, the issuer must cite a statutory disclosure statement concerning the higher risk of GEM investments at a prominent place within its prospectus. The controlling shareholder must also provide a confirming opinion of the prospectus and sign it. b) Broader Scope of Information Disclosure: The draft listing rules require potential issuers to make assorted disclosures on matters specific to the GEM. For example, the issuer shall fully disclose information relevant to change risks concerning its core technology. And, within one month of releasing its annual statement, the listed company must conduct a presentation for investors to explain key aspects of its business, such as its development strategy. c) Limits on Sales of Certain Pre IPO Shares: If a company has issued new shares within six months of filing its application for a GEM listing, the new shares cannot be sold within one year from the GEM listing. Furthermore, within the subsequent two-year period, the number of these new shares transferred must be less than 50% of the total number of new shares issued. d) Delisting Conditions, Timing and Procedures. Compared with the main board requirements, the GEM provides three additional conditions for delisting: (1) where an accredited accounting firm issues a negative opinion about the company in writing or refuses to comment where an opinion is expected; (2) the listed company’s financial statement reports negative net assets; or, (3) cumulative trading volume for the company’s shares in a consecutive period of 120 business days is less than one million shares.

Also, if a GEM listed company fails to release an annual or mid-term report within the prescribed time period, it may be delisted within three months, rather than the six months allowed for on the main board. As to delisting procedures, unlike main board companies, which must go through the Agency Share Transfer System, a GEM company may delist directly after suspension.

Criteria

Growth Enterprise Market

Main Board

Operational history

Continuous operations for more than three years

Same

Business scope

Engaged in a single business

Allows for multiple businesses

Profitable for the past two consecutive years with cumulative net profits of over RMB10 Million and continued profit growth; or

Having a positive net profit of over RMB30 million accumulatively for the latest three financial years

Profitable in the latest year with net profits of no less than RMB5 million, income from operations of no less than RMB50 million, and a growth rate for income from operations of no less than 30% in the last two consecutive years;

Having a net cash flow of over RMB50 million accumulatively, or operation income over RMB 0.3 billion accumulatively for the latest three accounting years;

No uncovered losses in the latest period

Same

Conclusion

Net assets of no less than RMB20 million

Proportion of intangible assets in net assets in the latest period no more than 20%

The GEM measures and related rules are a welcome and long awaited development. While the ultimate success of the GEM will depend on how effectively the measures are implemented, the potential near term benefits are promising for China’s capital market, the fledgling PRC VC sector and growth firms.

Financial requirements

Pre-offering total capital stock no less than RMB30 million Capital Stock

Post-offering total capital stock of no less than RMB30 million

Post-offering total capital stock no less than RMB50 million

Management

No material change in the past two years

No material change in the past three years

2. Mandatory Risk Recognition and Strict Risk Control Measures a) Special requirements for GEM offerings: The sponsor of a GEM offering is required to conduct due diligence on the issuer and render an opinion concerning the listing company’s growth potential and self-innovative capacity. www.legalbusinessonline.com

Spring Zhang Partner, Chen & Co. Law Firm

Spring Zhang

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FEATURE | M&A >>

Outbound M&A: The new gold rush Australia lies directly in the path of the outbound China investment tidal wave and the size of Chinese companies’ acquisitive power is creating a healthy flow of transactions for law firms Down Under

44

T

he numbers are staggering.

While M&A activity dropped significantly in the AsiaPacific region for the first quarter of this year, the value of M&A transactions in Australia increased from US$17bn to US$25bn on the same period last year, according to Bloomberg; outbound investment from Chinese companies accounts for 70% of all M&A activity in Australia. And Australia’s legal industry has reaped the benefits of this dramatic increase in the levels of Chinese investment.

Partner Barry Irwin, who is the co-head of Australian top-tier firm Clayton Utz’s national energy & resources practice and the leader of its China practice, recalls that as little as four Barry Irwin, years ago there were only Clayton Utz occasional instructions from Chinese investors looking to move into Australia, but about two years ago it all started to change and the M&A activity driven by Chinese buyers ISSUE 6.5

FEATURE | M&A >>

►► Noticeable transactions in the past year Transaction Chinalco - Rio Tinto stake acquisition

China Minmetals - OZ Minerals takeover Hunan Valin - Fortescue Metals stake acquisition

Value (US$m)

Legal advisor(s) to acquiror 19,500 Clifford Chance; Mallesons Stephen Jaques 2,104 Blake Dawson 358 Clayton Utz

Zhongjin Lingnan Perilya takeover Sinosteel bid for Midwest

has become exceptional over the past 12 months.

“We have seen a marked increase in the flow of instructions from Chinese companies, as well as an extraordinary number of enquiries – on average at least two a week somewhere into the firm,” Stephen Minns, Irwin says.

Mallesons Although Clayton Utz has been involved in investment projects of Chinese companies in other sectors, the energy & resources sector is the firm’s main focus, and is where the majority of the workflow comes from (it accounts for more than 75% in one form or another).

“My two managerial roles used to have very different responsibilities.

Now they are just like one and the same thing – that’s how things have changed,” Irwin says. www.asianlegalonline.com

30 Blake Dawson 1,400 Deacons

Legal advisor(s) to target Allens Arthur Robinson; Fried Frank; Linklaters; Wachtell, Lipton, Rosen & Katz Freehills Mallesons Stephen Jaques Cochrane Lishman Hardy Bowen; Minter Ellison; Clayton Utz

China Metallurgical Cape Lambert iron ore project acquisition

332 Corrs Chambers Westgarth

N/A

Anshan Iron & Steel Gindalbie Metals stake acquisition

110 Deacons

Clayton Utz

Shenhua Energy acquisition of NSW Coal Exploration licence

261 Freehills

N/A

Hunan Nonferrous Metals bid for Abra Mining

62 Allens Arthur Robinson

Blakiston & Crabb

Western Mining - FerrAus stake acquisition

17 Freehills

Watsons Lawyers

Major China outbound M&A transactions in Australia have been almost exclusively in the resources sector. Recent headline deals include Hunan Valin’s A$1.2bn investment in Fortescue Metals, China Minmetals’ US$1.7bn offer for Oz Minerals and Chinalco’s US$19.5bn courting of Rio Tinto.

“Certainly the outbound work is a lot more significant than it was even a year ago, and the importance of resources [for China] and the decline in prices has made Australian assets more attractive,” says Stephen Minns, a partner in the Melbourne office of leading Australian firm Mallesons Stephen Jaques, the firm acting for Chinalco on its bid for a stake in Rio Tinto.

Blake Dawson is another Australian firm that has advised on a growing number of M&A transactions in Australia involving Chinese

“We have seen a marked increase in the flow of instructions from Chinese companies, as well as an extraordinary number of enquiries – on average at least two a week somewhere into the firm” Barry Irwin, Clayton Utz

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FEATURE | M&A >>

►► Australian firms in china Australian firm

Office(s) in PRC

Mallesons Stephen Jaques

Beijing, Shanghai

Lin Tang & Co

Beijing

Allens Arthur Robinson

Beijing, Shanghai

Gray and Perkins

Beijing

Ausino

Shanghai

Blake Dawson

Shanghai

Hunt & Hunt

Shanghai

Minter Ellison

Shanghai

purchasers. It recently expanded its Shanghai office by hiring partner Michael Wadley to head up its China practice.

Prior to joining Blake Dawson, Wadley was the principle of Wadley Business Consulting in Shanghai, a firm he established in 2003. He notes that Chinese companies’ rising demand for legal advice and assistance on outbound investment in Australia motivated him to make the move.

“Blake Dawson sees China as an important market and has recognised that China outbound M&A offers great opportunities,” Wadley says.

“I decided to join Blake Dawson also due to the fact that it requires comprehensive geographical coverage, resources and expertise to handle large deals and be able to provide high-level of legal advice to Chinese clients investing into Australia.”

Sources of referrals

As some Chinese companies become more familiar with the Australian market and legal environment, they will increasingly approach local Australian firms to assist their acquisitions in the country. However, for the time being, referrals remain the main source of new clients and business at Australian firms.

There are many different sources of referrals: from Chinese law firms, international firms with offices in China, investment banks, accounting firms and other business service providers.

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For firms like Clayton Utz, which does not have a physical presence in China, referrals are particularly important. “We feel that even if it is nice to have an office in China, it’s a luxury we can live without. One of the reasons for that is because of the two international associations that Clayton Utz belongs to – Lex Mundi [PRC member – Jun He] and PRAC [PRC member – King & Wood]. That means Clayton Utz has an association with the two toptier law firms in China,” Irwin says.

Another reason he cites is that opening an office in China means that a firm would end up targeting FDI into China and doing work for whoever comes through the door, and Clayton Utz has decided that it doesn’t want to do that. “It is extremely difficult to identify prospective clients in China, so you have to have a focus,” Irwin says.

According to Irwin, 20–30% of the firm’s referrals come from the two law firms in the same associations and Clayton Utz also receives referrals through other PRC firms and international firms that have offices in China. “Because we don’t have an office in China, we don’t compete against other international firms there. So we are in a better position to receive referrals from them when their Chinese clients want to do deals in Australia,” he says.

So far, nine Australian firms have established a presence in mainland China, including top-tier firms Allens Arthur Robinson, Blake Dawson, Mallesons Stephen Jaques, and Minter Ellison.

Most of these offices were set up to service investment into China and they are now reinventing themselves to target outbound investment, performing a support role for offices in Australia.

“Four years ago, around 90% of the work done in Shanghai was related to money flowing into China.

We set ourself up to service that business. In the last few years, we have recognised that China’s

“Certainly the outbound work is a lot more significant than it was even a year ago, and the importance of resources [for China] and the decline in prices has made Australian assets more attractive” Stephen Minns, Mallesons Stephen Jaques ISSUE 6.5

FEATURE | M&A >>

outbound investment, particular into Australia and Southeast Asia, is a proven growth area. So we are looking to grow our China practice in that direction and become more integrated into China’s business community,” said Seamus Cornelius, a partner with Allens Arthur Robinson (AAR) in Shanghai.

“The vast majority of the legal work relating to China outbound investment is done in Australian offices. Our role up here is more to assist in the early stage of transactions and provide a convenient service point in China for Chinese clients. We clearly think it is important to have an office in China.

It gives us much better ability to service clients.”

AAR accesses work through both direct marketing and referrals.

It identifies clients it can approach directly and Seamus Cornelius, tries to work directly with AAR them, while at the same time developing new clients through the PRC firms it has worked with on inbound investment. The firm has also entered into a ‘best friends’ relationship with leading UK law firm Slaughter and May to work together in the region (excluding Japan).

Maturing acquirors, desirable clients Although the valuations of assets in Australia are at a more reasonable level than a year ago, Chinese investors are still not rushing into making deals. “There are strong interests from SOEs and large PRC companies in making investment in Australia’s energy & resources sector, but they are also very interested in making sensible investment,” Cornelius says. “In the downturn, when the market is not hot, there is an opportunity for companies to do deals more sensibly and within a better timeframe. For every deal that gets done, there is a good chance for them to learn how to do deals more efficiently in Australia.” www.asianlegalonline.com

He also points out that many Chinese investors now see regulatory requirements – particularly obtaining the regulatory approval from Australian treasurer Wayne Swan and the Foreign Investment Review Board (FIRB) – as a natural part of the dealmaking process, and they are relying on legal advisors to navigate them through this potentially tricky process.

And as more Chinese companies begin to use local expertise in Australia, the competition between Australian firms will inevitably also increase. “As Australian firms’ conventional client base is shrinking because of the global financial crisis, more firms will start to tool up and prepare themselves to service China outbound investment.

Competition in this area is huge and is getting bigger,” Irwin says.

“Chinese companies have opaque methods of selecting law firms and there are not just one or two top-tier Australian firms leading the pack. The energy & resources sector is not the exclusive domain of the big firms at all and in many deals, Chinese companies will use all sorts of law firms.”

However, Irwin, like many other Australian lawyers, is bullish when asked about the growth prospects of China outbound investment in Australia. “The global financial crisis is affecting China, but it will be relatively short lived there. It gives a perfect opportunity for China to establish energy & resources security for itself,” he says.

“The deal flow will remain at the same level as it is now, which is reasonably good, for the rest of this year. And in the absence of what I call ‘inappropriate decisions’ from the FIRB, it will increase substantially.”

Australia provides the resources China needs so urgently for its economic miracle and, in return, China provides Australia with cheap cooking pots, washing machines and cars it manufactures from the metal it has purchased And Australian firms look set to prosper as Chinese investors flood the market in the 2009 gold rush. ALB

“There are strong interests from SOEs and large PRC companies in making investment in Australia’s energy & resources sector, but they are also very interested in making sensible investment” Seamus Cornelius, Allens Arthur Robinson

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FEATURE | Real estate >>

Real estate: back to basics As the global downturn continues to impact on new developments, lawyers involved in the real estate sector are seeing alternative work such as refinancing crop up with far greater regularity

F

alling housing prices, stalling sales, plunging share prices and slowing foreign investment are among the many problems currently facing the property market.

After the record-breaking real estate boom of the past few years, the industry has reached a turning point and started a descending trend.

Legal practitioners, whose practices focus on the real estate sector, are finding themselves having to adjust to new circumstances – just like their clients. Two major differences between their practices now and a few years ago are a changed perception on derivatives, and a noticeable slowdown in major transactions and new projects.

Around three years ago, securitisation, particularly residential

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mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS), attracted phenomenal interest in the real estate sector. It was once the most popular theme at industrial seminars, conferences and forums. However, the interest has now vanished, with lessens learnt from the subprime mortgage crisis in the US, which triggered the global financial turmoil.

The effects of the global credit crisis are increasingly being felt in China. As new deal activity in the real estate sector has come to almost a complete standstill, many law firms have reported a decline in demand for real estate finance legal services. However, there are still opportunities to help clients deal with restructuring existing investments.

With an economy that is still growing, an increasing middle class population, a substantial local savings pool and huge foreign exchange reserves, China is arguably better placed than most to withstand the current turmoil and remains an attractive market for real estate investment.

“The downturn clears away some of the players that are on the margins who are looking at making a one-off transaction. Long-term players in the global markets will continue to invest in China,” says Joel Rothstein, head of the China real estate practice group at Paul Hastings. “How can any global investor dismiss one quarter of the world’s population and the soonto-be the second largest economy in the world?”

ISSUE 6.5

FEATURE | Real estate >>

Counter the challenge

For experienced practitioners, who have been involved in many transactions and development projects, signs of a slowdown in new investments were already evident by the middle of last year. “Mired by a lack of liquidity in the credit markets, many international banks reduced lending appetites from last July,” says Nancy Zhang, lead Nancy Zhang, partner of Kingfield’s Kingfield real estate practice group in Beijing. “Without findings from the banks, there have been few new deals completed in the past 10 months.”

Currently, the majority of instructions dealt with by Kingfield’s real estate group have come from existing clients. “In the absence of new transactions, advising on general real estate issues concerning properties and projects that our clients invested in, forms the current basis of our workload. We advise on a range of issues arising from the dayto-day operations of the investment properties, landlord and tenant work and leases and renewals, among other portfolio management matters,” Zhang says.

She also notes that the slowdown of the economy has led to a rise in real estate disputes, so her team is increasingly involved in litigation cases and debt recovery. “The ability to develop and maintain strong working relationships with clients from when there was a high level of deal activity is essential for a firm to survive the downturn,” Zhang adds.

International firms have also seen the nature of the transactions they are working change significantly. “The focus of our real estate practice has shifted in line with our clients business needs,” says Ed Sheremeta, a partner

with Skadden in Shanghai. “Instead of advising on real estate finance work, we are increasingly focusing on debt and equity restructuring, and alternative funding arrangements to finance our clients’ investments.”

Sheremeta relocated from Skadden’s Tokyo office last summer to focus on developing the firm’s real estate practice in China.

Paul Hastings has also seen a dramatic reduction of work involving new development projects, joint ventures or financings. Rothstein says his group is now working on restructurings and modifications of existing debt and equity deals, including pre-IPO finance deals and non-recourse cross-border dual currency real estate loans, as well as assisting various clients in exiting some investments. Most of the deals involve offshore structures.

“About 60% of the deals we have worked on in the last three to four years have had to have some kind of adjustments or modifications in the last six to 10 months,” Rothstein says. He and his group have also been involved in representing certain US Lehman Brothers entities in the sale and liquidation of Lehman Brothers’ Asia real estate assets. “This has helped fill the gap in new deal activity and is the main area of opportunity for the immediate future,” Rothstein adds.

New approaches to development

“[The] global financial crisis doesn’t translate into a crisis in the legal sector,” says Sheng Leiming, managing partner of Shanghai Zhongmao. “While demand for legal services will decease in some areas, it will rise in others.”

In the current market, Sheng says that real estate development projects in the private sector have slowed, but government-backed projects are pressing ahead. Zhongmao is a

“The ability to develop and maintain strong working relationships with clients from when there was a high level of deal activity is essential for a firm to survive the downturn” Nancy Zhang, Kingfield www.asianlegalonline.com

►► REAL ESTATE & CONSTRUCTION DEALs OF THE YEAR These are the deals that were selected as the region’s Real Estate Deals of the Year at the recent ALB China Law Awards.

ASIA PACIFIC LAND ACQUISITION OF THE CENTER IN SHANGHAI Firms: Allen & Overy; Deacons; Harneys; Jun He; Maples and Calder; Orrick, Herrington & Sutcliffe; Paul Hastings; Walkers; Zhong Lun • US$650m acquisition of The Center building from HK-listed Hutchison Whampoa Group subsidiary chaired by Li Kashing; largest single asset real estate acquisition by value in China’s history • Short timeframe for structuring, negotiation, due diligence and documentation in information-scarce environment of PRC real estate market due to late entry into highly competitive bidding process • Innovative structure grants senior and mezzanine lenders access to onshore security, which appears impossible under tight PRC forex control regime COUNTRY GARDEN CONVERTIBLE BOND OFFERING Firms: Commerce & Finance; Conyers Dilll & Pearman; Jingtian & Gongcheng; Linklaters; Sidley Austin • First ever simultaneous convertible bond offering and synthetic share buyback structure for an Asian-listed company • Re-opened market window for Chinese property companies to secure financing in public capital markets; against-market 11% stock price increase day after issuance • At US$600m, largest real estate RMB-denominated convertible bond offering in Asia-Pacific FRANSHION PROPERTIES ACQUISITION OF CHINA JIN MAO Firms: Allen & Overy; Tian Yuan • US$1.5bn acquisition of entire China Jin Mao group, which holds 100% of landmark Jinmao Tower in Shanghai; largest commercial real estate acquisition transaction in 2008 in terms of size • Challenging transaction given number of parties, deal dynamics and issues arising out of dual legal and regulatory regimes in PRC and Hong Kong • Creative structure of first injecting equity interest of Jinmao Group into an offshore company and then transferring shares of the offshore company to purchaser POLY REAL ESTATE BOND ISSUANCE Firms: Beijing Alliance; Zhong Lun • Poly Real Estate, a large developer owned by China Poly Group, issued US$628m (RMB4.3bn) worth of five-year fixed interest bonds • Proceeds will be used to optimise debt structure and supplement current capital VANKE CORPORATE BONDS ISSUANCE Firms: Shu Jin; Zhong Lun • Vanke, China’s largest listed property developer, raised US$863 from issuance of corporate bonds • About half of the bonds are in collateralised notes with a rate of 5.5–6%; rest are in noncollateralised notes with a rate of 7–7.5%

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FEATURE | Real estate >>

Will Stimulus package general more work for real estate lawyers?

“

I don’t anticipate that the central government’s economic stimulus plan will directly result in more work for international real estate lawyers advising international banks and investors. In some respects, it actually may have the counter-effect in the short term – creating less opportunities for foreign investors. It removes some of the opportunitistic investment aspects from the market. For example, by making financing readily available to domestic developers there is less incentive for the developers to see foreign investor partners to complete deals. If the stimulus package substantially helps the domestic real estate industry, it could also help create some paths for the potential work and resolution of some of the pre-IPO deals that are currently facing difficulties and require workout and resolution.

Joel Rothstein, Paul Hastings

“

The stimulus package won’t have a direct impact on real estate lawyer’s workload. But it will increase the liquidity in the real estate sector indirectly, as the stimulusrelated bank lending will grow significantly. A large part of the bank funding will flow to SOEs and they will then invest part of the funds in real estate or make acquisitions of property projects.

Nancy Zhang, Kingfield

”

”

IN-HOUSE Global Energy Company (Beijing): Senior Corporate Legal Counsel (9-13 PQE) [C852] – Seeks a senior lawyer with strong corporate or M&A transactional experience, particularly in oil and gas industry to support their investment activities across China.

Good proficiency in English and Mandarin is required.

Global Engineering Chemical Company (Beijing): Junior Legal Counsel (2-4 PQE) – Seeks a junior PRC corporate lawyer to support their business operations in China.

Global Communications Network Service Provider (Singapore/Hong Kong): Head of Regulatory Affairs, APAC (7-10PQE) [C1650] – To be based in either Singapore or Hong Kong. The candidate will be involved in ensuring corporate compliance with communications regulations across the region and have telecoms regulatory work, preferably with experience dealing with government bodies. Fluency in English and some proficiency in Mandarin are required.

Telecommunications Service Provider (Hong Kong): Assistant Legal Counsel (3-6 PQE) [C1678] – To handle its legal, regulatory and compliance matters to be based in Hong Kong. Familiarity with the telecommunications industry would be advantageous. Fluency in English and Mandarin is required.

US Healthcare Provider (Singapore): Legal Counsel for Pacific Asia Africa (5-7 PQE) [C1598] – Strong corporate commercial experience with good communication and inter-personal skills required, travel anticipated.

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renowned legal advisor for governmentbacked development projects. On one notable piece of work, it was appointed by the Shanghai Government to provide legal advice on the Shanghai Tower, a skyscraper that is being built which upon completion will replace Shanghai World Financial Center as the tallest building in China. It is also acting as the primary legal counsel for all the development projects of 2010 Shanghai World Expo.

“When the activity in the private sector picks up, we will leverage our solid experience in advising on government-backed mega projects to win more instructions from the private sector,” Sheng says.

In the next six to 12 months, law firms believe the refinancing of existing projects will be a growth area. “The financing on many deals that we worked on a few years ago will start becoming due in 2010 and structures, and strategies for dealing with the maturing debt will need to addressed,” Rothstein says. He, like many other practitioners, expects there to be

Award Winning Water Treatment Company (Algeria, North Africa): Legal Counsel, Projects (3-5 PQE) [C1669] – Seeks lawyer with good litigation and/or construction experience.

Ability to speak French will be an advantage.

PRIVATE PRACTICE International Law Firms (Hong Kong/Shanghai/Beijing): Corporate Lawyers (5-10 PQE) [C1667] – Seek mid to senior level lawyers to join their corporate and commercial practice group to be based in one of their offices in Greater China. The successful candidate must have good academics and strong corporate finance transactional experience in either M&A or capital markets from a leading international law firm. Proficiency in Chinese is required.

US International Law Firm (Hong Kong): Counsel/Senior Corporate M&A Associate (6-12 PQE) [C1662] – Seeks a senior HK qualified with strong corporate transactional experience (focus on mergers and acquisitions), and familiarity with HK corporate laws. The person should be able to lead and run transactions and also assist in supervising junior associates.

Depending on the level of seniority and the possibility of bringing in a book of business, they would consider the candidate at a Counsel level. Fluency in English and Mandarin is required.

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

ISSUE 6.5

FEATURE | Real estate >>

“The financing on many deals that we worked on a few years ago will start becoming due in 2010 and structures, and strategies for dealing with the maturing debt will need to addressed” Joel Rothstein, Paul Hastings increasing amounts of bond issuances, share placements and following-on financings of both listed and private real estate developers in China.

The long-term outlook for real estate practice is positive, with an on-shore trend developing in the market. New business opportunities will emerge from the development of an RMB funds industry, the growing role of domestic insurance companies and other institutions in real estate investments.

“Institutional investors, such as insurance companies, are now allowed to invest in real estate.

This amendment will open up a new

funding challenge for the development of quality office buildings and commercial property, and provide the stable long-term returns sought by insurance companies – a similar model as in developed countries” Rothstein says.

Paul Hastings recently represented an international real estate fund on its framework agreement with a major domestic insurance company., whereby it will advise and assist the insurance company in developing a real estate investment platform.

“As real estate investments evolve in China, domestic institutions will

need a different mindset and strategy.

Foreign investors, funds and banks, who have a lot of the expertise in that area, will try to establish joint ventures and cooperate with various entities in China to do institutional investments,” Rothstein says. “International firms need to advice on a bigger-picture type of transactions to maintain their competitive edges.”

It has been very quite for some time, in terms of new projects. However, some firms are now starting to see some signs of recovery, as they have received inquiries to conduct preliminary due diligence on potential transactions as well as inquiries from clients on possible deal structure issues. There is a sense that positivite signs are just around the corner as people once again start to look at the market and consider making deals. It will, however, take some time for these deals to come to fruition and work their way into the system. Some lawyers anticipate that new deal activity will not pick up until the end of the year and into early 2010. ALB

Firm Profile

Kingfield Law Firm

T

New Policy on Equity Capital Requirement in Real Estate Industry

he 35% equity capital requirement on residential real estate developments will be lowered. This was decided during a routine meeting of the State Council chaired by Premier of the State Council Mr. Wen Jiabao as a measure to cope with internal financial crisis and stimulate investment.

Requirements on the percentage of equity capital in 11 industries, including residential real estate industry, were decided to be lowered during the meeting. This adjustment on required percentage of equity capital, however, only covers residential properties, but does not extend to retail, office or industrial properties. The meeting also required financial institutions to carefully evaluate projects to circumvent financial risks while providing credit support and services. No decision was made on the meeting as to how much the lowered percentage should be.

The 35% equity capital requirement came

www.asianlegalonline.com

out in 2004 in the macro-control of China’s economy which tighten up control on investment in real estate industry. The Guideline on Commercial Banks’ Risk Management of Loans Extended to Real Estate Industry issued

by China Banking Regulatory Commission on 2 September 2004 required that a real estate developer should have an equity capital not lower than 35% before loan may be extended by commercial banks to such a developer.

This adjustment reveals the attitude of authorities on investment in the relevant industries, and comes from the government’s second-round economy stimulus package after the inauguration of the RMB 4-trillion investment stimulus program. As a good and meaningful news to the real estate industry, this policy is intended by the government to stimulate investment so as to expand employment and boost domestic demand.

The lowering of requirement on equity

capital percentage will be beneficial to relieve to a certain extend residential real estate developers’ funding pressure, and for more funds including bank loans to be invested into residential real estate projects. It is also interpreted by some as a sign that the government takes an encouraging attitude toward the credit made in the first quarter of 2009 and acquiesces in, for the time being, the continuous credit expansion.

By Nancy Zhang, Senior Partner Beijing Kingfield Law Firm Email: nancy_zhang@ kingfieldlaw.com Tel: (86 10) 5815 6278 (Main) Fax: (86 10) 5815 6270/71 Direct Line: (86 10) 5815 6276 406, CYTS Plaza, 5 Dongzhimen South Avenue Dongcheng District, Beijing 100007, China

Nancy Zhang

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Sign off >> ►► The world’s top 10 airports Rank

Come fly with me

T

ravelling for business plays a big part in many lawyers’ lives, as demonstrated by our Business Class Travel feature on pages 66–70, and, according to Skytrax, these airports are the best around.

Airport

I

Why/Facilities

1 Hong Kong International Airport

Efficiency and comfort

2 Singapore

Massage/swimming, Ambassador Transit Hotel in Terminals 1, 2 and 3.

3 Seoul

Business centre, shower and massage services, hair salon

4 Kuala Lumpur

Facilities for passengers, comfort and cleanliness of terminals

5 Munich

Miniature golf, a 60-seat cinema, and cosmetic and physiotherapy services

6 Kansai

WiFi and internet facilities, check in ease, transport services

7 Copenhagen

Transport services, auto machine check-in facilities, restaurants.

8 Zurich

Shopping, airport views, ease of facilities

9 Helsinki

Helpful staff

10 Cape Town

Spacious terminal spaces, helpful staff

t appears Eversheds is into staff protection. The UK firm recently requested that associates stay in the safety of their own homes during the G20 summit period, stating that they put “staff safety first” as anti-capitalist protesters threatened to overthrow the City of London.

Those who attended Eversheds’ Cheapside office on the edge of the City were also asked to dress down for two days of the summit.

The firm is one of three UK firms who briefed staff on safety precautions.

Clifford Chance warned staff to be prepared to work from home and to avoid its Coleman Street office, while Ashurst urged staff to take public transport rather than drive into work to avoid the risk of being spotted by protesters.

Source: SkyTrax

A passion for fashion

Asia-Pacific, Japan banking fees fall

I

t seems even lawyers have been swept away by the spirit of Australian Fashion Week.

The offices of leading commercial law firm Kemp Strang doubled as a catwalk and cocktail lounge recently as the firm became the venue for the Leona Edmiston Winter 2009 collection.

The glamorous night was a fundraising event for the Wayside Chapel in Kings Cross, Sydney.

• Year-on-year decline of 28.4% for fees in AsiaPacific, Japan (excluding Central Asia) region • Equity market, M&A and syndicated loans are down. Loans hit most – 35.6% decline Debt market was only segment to experience increase in fees, posting gain of 48.8% from same quarter last year • Mizuho Financial Group topped investment banking fee charts in Asia-Pacific, Japan (excluding Central Asia), with US$136m in revenues (3.7% increase from fees earned in same period last year) • Top fee destination is from the M&A market, with 49.7% of total fees paid for in the AsiaPacific, Japan (excluding Central Asia) region

Crime doesn’t pay for jailed US lawyer A

former partner with a prominent New Orleans law firm, Adams and Reese, has landed himself behind bars after pleading guilty to stealing millions of dollars from the firm and a casino operator.

The partner, James Perdigao, 46, pleaded guilty to charges that included fraud and money laundering. He was sentenced to just over 15 years in prison and ordered to repay about $23 million.

Perdigao was awaiting trial in the fraud case last year when a grand jury pressed new charges, stating that he hacked into his former firm’s computer system and stole confidential correspondence between prosecutors and the firm. He resigned from Adams and Reese in September 2004.

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ISSUE 6.5

LONDON

伦敦

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•

PARIS

巴黎

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HONG KONG

•

香港

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•

SINGAPORE

新加坡

•

•

BRISBANE

布里斯本

•

MELBOURNE

•

PERTH

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墨尔本

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柏斯

•

SYDNEY

•

悉尼

•

AUCKLAND

•

奧克兰

•

WELLINGTON

•

威灵顿

We open doors

In-house

Private Practice

Senior Legal Counsel (8-10 yrs pqe) Shanghai A Fortune 500 healthcare

Associate/Senior Associate (5 yrs pqe) Beijing A leading international law firm seeks an experienced real estate lawyer to join their Beijing office. You must have at least 5 years solid experience in the real estate sector, particularly in registration and approval procedures, and you need to be able to deal with government authorities at different levels. Native Mandarin and fluent English are required. This role is only for PRC nationals, and PRC practice qualification is essential. Ref: 8039/CB

MNC is recruiting a senior-level attorney coming from another similar in-house position or international law firm with relevant exposure and general corporate/ commercial experience. Both PRC and NY qualifications are needed in addition to M&A, FDI and IP experience. Knowledge of US FDA and China’s regulation is a plus. You need native level Mandarin and excellent English. Ref: 8151/CB

General Counsel (8+ yrs pqe) Greater Shanghai Join a growing e-business

and lead the legal team in this high profile role reporting directly to senior management. The work will involve a wide spectrum of corporate commercial matters. Significant transactional experience dealing with PRC business is required. An international background is highly favored as is exposure to the IT, technology or e-business industry. You must be fully bilingual with native level Mandarin and excellent English. Ref: 8146/CB

Corporate Senior Associate (5 yrs pqe) Beijing Esteemed law firm seeks

Senior Patent Attorney (7-10 yrs pqe) Seoul/Beijing This is a director-

Corporate Senior Associate (3+ yrs pqe) Hong Kong Come on board

level role for a lawyer registered with the US Patent Office. The global company is very unique and offers the opportunity to work on exciting cases focused on biotechnology. Work will involve patent development and coordinating with the invention management team. The incumbent may be located in either Seoul or Beijing. Ref: 8110/CB

China General Counsel (8+ yrs pqe) Greater Shanghai Management

position to lead a growing team of lawyers covering all of China. The role will report directly to senior management of this technology multinational. The incumbent will have international exposure, overseas education and good training from a large international firm. Additionally, you need recent PRC experience and native level Mandarin along with fluent English. Ref: 8147/CB

Senior Legal Counsel (4-5 yrs pqe) Shanghai Seeking a PRC qualified lawyer to fill an in-house position in this reputable consumer goods company.

The role needs someone familiar with contract related expansion, negotiation and general corporate/commercial experience with a hard-working attitude.

Ideally, you have in-house experience, and those with strong international law firm experience will also be considered. Must be fluent in written and spoken English with native level Mandarin. Ref: 8148/CB

someone to handle PRC IPO issues, manage M&A deals and do outbound listings work. You should have relevant experience from international law firms or top PRC firms. Familiarity with financial institutions and regulative work is preferred.

The position requires international training and superior client relationship management skills. Mandarin is a benefit. Ref: 8145/CB

this Magic Circle firm as a member of the corporate team. Mid to senior-level associates are sought with solid M&A experience gained with leading US practice.

Those with a US degree will have preference. Excellent written and spoken English along with native Mandarin language skills are essential. Ref: 8150/CB

Research Coordinator (1-3 yrs exp) Shanghai/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. Fluent written and spoken Mandarin is necessary. Ref: 8123/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

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

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