ISSUE 6.7
Capital markets rebound
Reforms and the future of A-share IPOs 聚焦IPO重启以及新股发行机制改革
International trade & WTO
From contesting complaints to filing complaints 国际贸易:从被动应诉到主动出击的转变
In-house perspective: Procter & Gamble
International experience and local expertise lead to success 宝洁亚太区总法律顾问专访
CHINA
china’s largest law firms 20 09
全国律师事务所规模20强 This year’s gainer s and loser s revealed : PLUS
ASIA’S TOP 50 LISTING
n DEALS ROUNDUP n LATERAL MOVES n IN-HOUSE VIEW n Regulatory UPDATES n UK, US REPORTS
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CHINA
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Editorial >>
The urgency of global reach
T
he global venture of domestic companies is expanding in scope, scale, complexity and geographic coverage. This has provided an impetus for law firms to also expand. In recent months, a number of domestic law firms have broadened their international expertise and increased their connections abroad. Some of them have entered strategic alliances with foreign firms, and some have increased their international offerings by joining legal alliances or opening branch offices overseas. Dacheng, for example, has opened three new offices overseas so far this year. The most recent one is its Los Angeles office, which has entered into a strategic alliance with US firm Matthews Wilson and Hunter. Gaopeng & Partner became a member of AFLA International in June this year, and Zhonglun W & D has extended its geographical reach to the Middle East by establishing an office in Riyadh. But PRC firms’ international expansion started more than 15 years ago. Jun He established its New York office in 1993, and five years later Shanghai Richard Wang & Co opened its office in the same city. In 1997, Jun He became a member of Lex Mundi and in 2003 King & Wood joined the Pacific Rim Advisory Council. The focus on growth in international business and overseas service capacity can hardly be described as a new phenomenon, but there has been a recent shift in the main driving force behind the expansion. A couple of years ago, when the market was in its heyday and FDI was still growing fast, the main reasons for domestic firms to develop business relationships with foreign counterparts included attracting more referral work, a marketing strategy or learning from international peers. Today, however, PRC firms are taking more initiatives in the relationship, fostering activity with firms in other jurisdictions. An emerging driver of the prevailing trend is the needs of their domestic clients. Guantao, for example, opened a Hong Kong office earlier this year, reporting that more of its domestic clients now have operations in Hong Kong and use it as a bridge to other markets, so they have increasing need for PRC legal support in Hong Kong. Meanwhile, Winners law firm, a Tianjin member of an international network named Lawyers Associated Worldwide (LAW), recently helped one of its clients investing into Brazil by cooperating with the network’s member firm in Brazil. As the country’s companies continue to grow bigger, more sophisticated and become more globalised, many segments of the legal services market will see huge growth potential. Inevitably, firms will have more reasons to raise their international profile and expand their presence beyond the home market to provide better services to their clients, wherever they are.
In recent months a number of domestic firms have broadened their international expertise and increased their connections abroad 2
IN THE FIRST PERSON “Many companies have breached their trade contracts because of financial problems and market fluctuations, which has brought a dramatic rise in international trade disputes and litigation in China” Jin Yulai, Shanghai Kai-Rong (p37)
“Joining global legal alliances is an effective way for PRC firms to strengthen their international practice” Wang Jun, Gaopeng (p42)
“Providing legal training and taking actions to prevent risks from occuring costs money. However, the long-term benefits to the company will be enormous” Michael Qiu, P&G (p46)
CHINA
ISSUE 6.7
CONTENTS >>
contents 30
ALB China issue 6.7
36
COVER STORY
30 ALB China 20 ALB China’s annual review of the country’s largest firms reveals that some firms are still growing not only domestically but also internationally, despite the effects of the GFC
ANALYSIS 10 Online game industry: legal services level up The online game industry is a highly lucrative business and offers growth prospects for transactional and IP laweyrs 12 Capital markets: Swing back to life A-share IPOs resume, while overseas IPOs are expected to continue. Capital markets practices are to get busy again 14 Partner move: Call of the east As partners move from London and New York to Greater China, ALB China investigates whether the recent movements are a push or a pull
FEATURES 36 International trade & WTO The continued integration of China into the global economy, combined with its increasing willingness to initiate complaints and investigations in trade disputes, will lead to rising demand for legal expertise in international trade and the WTO
4
10
40 International Legal association Legal associations are more than just networks for referring work. ALB China reports 44 In-house perspective: Procter & Gamble Procter & Gamble’s Asia general counsel Michael Qiu, based in Guangzhou, gives ALB China valuable insight into the inner workings of the P&G in-house legal function
40 17 UK report 19 US report 26 Thomson Reuters ECM update 27 Mergermarket M&A update 48 Sign off
COMMENTARY
REGULARS
20 Regulatory Paul, Weiss
16 • • • • • • • • •
21 International tax Azure Tax
•
NEWS Longan opens in Guangzhou Baker & McKenzie announces China layoffs NA firms busy with China outbound M&A deals Beijing firms broaden Shandong presence Dacheng breaks into the US market Zhonglun W & D appoints new Shanghai head Miami law firm opens Shanghai office Norton Rose merges with Deacons Australia Linklaters reinforces China practice with joint managing partners Zhongyin partner joins Jinmao Kaider
23 Singapore Loo & Partners
PROFILES 25 Lifang & Partners 29 GoldenGate 33 Longan law firm 35 V&T law firm 39 Shanghai Kai-Rong
ISSUE 6.7
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NEWS | news >>
deals in brief | CHINA/Canada | HEADLINE DEAL
►►SINOPEC – ADDAX acquisition Value: US$8bn
Firm: Vinson & Elkins Client: Sinopec Group Lead lawyers: Paul Deemer, David Blumental
Client: Addax Petroleum Lead lawyers: John Turner, Richard Steinberg
David Blumental, Vinson & Elkins
Firm: Stikeman Elliott Client: Sinopec Group Lead lawyer: David Lefebvre Firm: Fasken Martineau
| CHINA/US/BVI | ►► DUOYUAN GLOBAL WATER IPO Value: US$88m
Firm: Hogan & Hartson Client: Duoyuan Global Water Lead lawyers: Man Chiu Lee (Hong Kong), Arthur Mok (Shanghai) Firm: Commerce & Finance Client: Duoyuan Global Water Lead lawyer: Li Hui Firm: Maples and Calder Client: Duoyuan Global Water Lead lawyer: Barry Mitchell Firm: O’Melveny and Myers Client: Piper Jaffray (Bookrunner) Lead lawyer: Kurt Berney Firm: Tian Yuan Client: Piper Jaffray (Bookrunner) Lead lawyer: Liu Yan • Hogan & Hartson, Commerce & Finance and Maples and Calder represented Beijing-based Duoyuan Global Water in its US$88m IPO on Nasdaq. • Duoyuan is one of the first privately
• Sinopec has entered into an agreement to acquire Addax. Upon completion, the deal will become the largest overseas takeover by a Chinese oil company. • In the past five years, the three law firms most regularly use by Sinopec are Herbert Smith, Vinson & Elkins and Andrews Kurth.
owned Chinese companies to supply water treatment products. Its IPO is the third IPO of a Chinese company on Nasdaq in 2009.
| CHINA | ►► PING AN–SHENZHEN DEVELOPMENT BANK ACQUISITION Value: US$1.5bn Firm: DLA Piper Client: Ping An Lead lawyers: Mabel Lui, Brett Stewein Firm: Deheng Law Offices Client: Ping An Lead lawyers: Liu Zhenguo, Deng Yun
engaging legal services from both DLA Piper Hong Kong and the Shenzhen branch of Deheng Law Offices.
Client: Joint global coordinators Lead Lawyer: Dieter Yih
• Should all transactions be completed before the end of 2009 after obtaining all necessary approvals, this acquisition will be seen as the largest transaction for the China capital market thus far
Firm: Shearman & Sterling Client: Joint global coordinators
| CHINA/HONG KONG/US/ BVI/CAYMAN | Mabel Lui DLA Piper
Firm: Fangda Partners Client: Newbridge Capital Lead lawyer: Jonathan Zhou • Ping An Insurance group announced its contract to buy into the Shenzhen Development Bank,
“The successful offering by Duoyuan reflects a strong sentiment for continued investor interest in market leading companies in China,” Man Chiu Lee 6
“The trend is that the overseas deals of Chinese oil companies have gone from simple assets purchases to much larger public company takeovers, like SIPC’s takeover of Addax and Tanganyika Oil and PetroChina’s acquisition of Singapore Petroleum and COSL’s acquisition of Norway’s Awilco” V&E partner David Blumental
►► LUMENA RESOURCES IPO
Dieter Yih Mallesons Stephen Jacques
Firm: Jun He Client: Joint global coordinators • Lumena has debuted in Hong Kong and its IPO is the second largest this year, raising US$149m. Six law firms were engaged to by Lumena to work on this IPO.
Value: US$149m
Firm: Milbank, Tweed, Hadley & McCloy Client: Lumena Resources Lead lawyers: Douglas Tanner, Anthony Root Firm: Appleby Client: Lumena Resources Lead lawyer: Judy Lee Firm: Li & Partners Client: Lumena Resources Firm: Grandall Group Client: Lumena Resources Firm: Mallesons Stephen Jacques
“In the six months before February this year, there was too much of a credit crunch for people to invest. So none of the IPOs were able to launch, except reasonably small offerings,” Dieter Yih, lead partner of the Mallesons’ team ISSUE 6.7
NEWS | news >>
►► YOUR MONTH AT A GLANCE Firm
Jurisdiction
Deal name
Value (US$m)
Deal type
Allen & Gledhill
China/Singapore
PetroChina - Singapore Petroleum acquisition
1,000
M&A
Appleby
China/Hong Kong/US/ BVI /Cayman
Lumena Resources IPO
149
Equity
China
Sino-Forest share offer
347
Equity
Bingham McCutchen
China/ Hong Kong
Shui On Construction And Materials – China Central Properties acquisition
400
M&A
Commerce & Finance
China/US/ BVI
Duoyuan Global Water IPO
88
Equity
China
Guilin Sanjin Pharmaceutical IPO
93
Equity
China/ Hong Kong/US
Bawang IPO
215
Equity
China
Sino-Forest share offer
347
Equity
China/ Hong Kong/US
Bawang IPO
215
Equity
China/ Hong Kong/US/ Cayman
361 Degree IPO
280
Equity
Davis Polk & Wardwell
China
Sino-Forest share offer
347
Equity
Deheng Law Offices
China
Ping An – SDB acquisition
1,500
M&A
DLA Piper
China
Ping An – SDB acquisition
1,500
M&A
Drew & Napier
China/Singapore
PetroChina - Singapore Petroleum acquisition
1,000
M&A
Fangda Partners
China
Ping An – SDB acquisition
1,500
M&A
Fasken Martineau
China/US
Sinopec – Addax Petroleum acquisition
8,000
M&A
Freshfields Bruckhaus Deringer
China/ Hong Kong
GCL-Poly Energy – Jiangsu Zhongneng acquisition
3,400
M&A
China/ Hong Kong/US
Bawang IPO
215
Equity
Fried, Frank, Harris, Shriver & Jacobson
China/ Hong Kong/US/ Cayman
361 Degree IPO
280
Equity
Grandall Group
China/Hong Kong/US/ BVI/Cayman
Lumena Resources IPO
149
Equity
Herbert Smith
China/ Hong Kong/US
Hopson Development rights issue
216
Equity
China/ Hong Kong
Shui On Land rights issue
261
Equity
China/ Hong Kong
Bawang IPO
215
Equity
China/US/BVI
Duoyuan Global Water IPO
88
Equity
Conyers Dill & Pearman
| CHINA/HONG KONG | ►► HOPSON DEVELOPMENT HOLDINGS RIGHTS ISSUE Value: US$216m Firm: Herbert Smith Client: Joint bookrunners Lead lawyer: John Moore Deutsche Bank and John Smith UBS acted as joint Herbert Smith bookrunners, in the placement of 120 million new shares by Hopson Development Holdings, a major mainland property developer.
| CHINA/HONG KONG | ►► SHUI ON LAND RIGHTS ISSUE Value: US$261m
Firm: Herbert Smith Client: Joint bookrunners Lead lawyer: John Moore • Placing agents, Goldman Sachs, BNP Paribas and Cazenove Asia on the top up placement of 418.6 million shares of leading property developer on the HKSE. www.legalbusinessonline.com
Hogan & Hartson
China/ Hong Kong
GCL-Poly Energy – Jiangsu Zhongneng acquisition
3,400
M&A
Jin Mao Partners
China/ US
Chemspec IPO
73
Equity
Jingtian & Gongcheng
China/ Hong Kong/US/ Cayman
361 Degree IPO
280
Equity
China
Sino-Forest share offer
347
Equity
China/Hong Kong/US/ BVI /Cayman
Lumena Resources IPO
149
Equity
China/ Hong Kong
Shui On Construction And Materials – China Central Properties acquisition
400
M&A
China/ Hong Kong/US
Bawang IPO
215
Equity
Jun He
King & Wood
China/ US
Chemspec IPO
73
Equity
Li & Partners
China/Hong Kong/US/ BVI /Cayman
Lumena Resources IPO
149
Equity
Linklaters
China
Sino-Forest share offer
347
Equity
Mallesons Stephen Jacques
China/Hong Kong/US/ BVI /Cayman
Lumena Resources IPO
149
Equity
Maples & Calder
China/US/BVI
Duoyuan Global Water IPO
88
Equity
China/ US
Chemspec IPO
73
Equity
China/ Hong Kong
Shui On Construction And Materials – China Central Properties acquisition
400
M&A
Mayer Brown
7
NEWS | news >>
is a leading integrated green energy enterprise in China. It has 18 cogeneration power plants, one incineration power plant and one windpower plant.
| CHINA/HONG KONG/US | ►► BAWANG Hong Kong IPO Value: US$215m
Firm: Herbert Smith Client: Bawang International Lead lawyers: John Moore, Kevin Roy and Gary Lock Firm: King & Wood Client: Bawang International Firm: Conyers Dill & Pearman Client: Bawang International Firm: Commerce & Finance Client: Joint bookrunners
| CHINA | ►► GUILIN SANJIN PHARMACEUTICAL IPO Value: US$93m Firm: Commerce & Finance Client: Guilin Sanjin Lead lawyers: Zhang Xiaotong, Cheng Li Firm: V&T Client: Underwriters • The company is now listed on Shenzhen’s small and medium enterprise board. China Merchants Securities was the underwriter of its IPO. • Some 33 companies passed a CSRC panel review before IPOs were suspended in last September, including Guilin Sanjin. More of the 33 companies will launch their A-share IPOs in the coming months.
| CHINA | ►► SAN YUAN – SAN LU ACQUISITION Value: US$100m
8
• Sanyuan is now fully prepared to take over the assets of the company at the center of last year’s melamine scandal, and expects that about 30 percent of San Lu’s sales will be recovered this year.
| CHINA/HONG KONG | ►► GCL-POLY ENERGY – JIANGSU ZHONGNENG POLYSILICON TECHNOLOGY DEVELOPMENT ACQUISITION Value: US$3.4bn Firm: Freshfields Bruckhaus Deringer Client: GCL-Poly Firm: Hogan & Hartson Client: GCL-Poly Lead lawyer: Gordon Ng Firm: Milbank, Tweed, Hadley & McCloy Client: Jiangsu Zhongneng Lead lawyers: Doug Tanner Firm: Paul, Hastings, Janofsky & Walker Client: Shareholders
Firm: Tian Yuan Client: San Yuan Lead lawyers: Zhu Xiaohui • San Lu was declared bankrupt on 12 Feb 2009 after their melamine-
contaminated infant dairy powder killed six babies and sickened over 200,000 others.
Zhu Xiaohu Tian Yuan
• This acquisition is seen as a way for GCL-Poly and its founder, who is also the owner of Zhongneng, to consolidate their solar power operations under one roof. • GCL-Poly Energy Holdings Limited
Firm: Freshfields Bruckhaus Deringer Client: Joint bookrunners • Bawang is a leading herbal shampoo maker based in southern China. Herbert Smith advised both the Hong Kong and US law aspects of the IPO. • HSBC and Morgan Stanley were the joint bookrunners.
| CHINA/US | ►► CHEMSPEC INTERNATIONAL US IPO Value: US$73m Firm: Simpson Thacher Client: Chemspec Lead lawyers: Chris Lin Firm: Maples and Calder Client: Chemspec Firm: Jin Mao Partners Client: Chemspec Firm: O’Melveny & Myers Client: Joint bookrunners Lead lawyer: Portia Ku Firm: King & Wood Client: Joint bookrunners • Chemspec is the second Chinese company to list an IPO in the US this year. This is also the eighth IPO for the US market this year.
CHINA/HONG KONG/US/ CAYMAN ►► 361 DEGREES INTERNATIONAL Hong Kong IPO Value: US$280m Firm: Orrick, Herrington & Sutcliffe Client: 361 Degrees Firm: Tian Yuan Client: 361 Degrees Lead lawyer: Liu Yan, Kong Xiaoyan
Kong Xiaoyan Tian Yuan
Firm: Conyers Dill & Pearman Client: 361 Degrees Firm: Jingtian & Gongcheng Client: Underwriters Firm: Fried, Frank, Harris, Shriver & Jacobson Client: Underwriters Lead lawyers: Victoria Lloyd, Joshua Wechsler • The offer represents a global offering of 500 million new shares which equates to a 25% stake. • The IPOs of 361 Degrees and BaWang may be the city’s secondand third-largest this year, after China Zhongwang Holdings Ltd’s US$1.26bn sale in April.
| CHINA | ►► KKR Investment in MA ANSHAN MODERN FARMING Value: US$150m Firm: Paul, Weiss, Rifkind, Wharton & Garrison Client: Kohlberg Kravis Roberts Lead lawyers: Jack Lange, Jeff Samuels Jack Lange
• Kohlberg Kravis Paul, Weiss Roberts’s investment is the first foreign investment in the dairy industry since last September and marks a shift in focus from downstream diary processors to upstream raw milk suppliers.
• O’ Melveny also represented the underwriter of the IPO by Duoyuan, which followed Chemspec and became the third Chinese IPO on the US market. ISSUE 6.7
NEWS | news >>
| CHINA | ►► ZHEJIANG WANMA CABLE CO. IPO Value: US$84m
Firm: T&C Client: Zhejiang Wanma Lead lawyers: Lv Chonghua, Shen Haiqiang • The move follows Guilin Sanjin Pharmaceutical’s IPO that was 584 times oversubscribed.
| CHINA/HONG KONG | ►► SHUI ON CONSTRUCTION AND MATERIALS – CHINA CENTRAL PROPERTIES ACQUISITION Value: US$400m Firm: Zhong Lun Client: Shui On Construction and Materials Lead lawyer: Zhang Xuebing, Li Haiqing Zhang Xuebing Firm: Mayer Zhong Lun Brown JSM Client: Shui On Construction and Materials Lead lawyers: Andrew Sharples, Jacqueline Chiu
Firm: Jun He Client: China Central Properties Firm: Bingham McCutchen Client: China Central Properties • Before the takeover, SOCAM held around 43% of China Central Properties’ shares. The deal is one of the first major M&A transactions in China’s real estate sector this year. • Mayer Brown and Bingham were all involved not only in CCP’s US$300m IPO and listing on the AIM, but also its US$200m convertible bond offering in 2007.
| CHINA/SINGAPORE | ►► PETROCHINA - SINGAPORE PETROLEUM COMPANY PROPOSED ACQUISITION Value: US$1bn Firm: Drew & Napier Client: PetroChina Lead lawyers: Sin Boon Ann, Sandy Foo Firm: Allen & Gledhill Client: Singapore Petroleum Company Lead lawyers: Andrew Lim, Steven Lo www.legalbusinessonline.com
►► YOUR MONTH AT A GLANCE (CONT) Firm
Jurisdiction
Deal name
Value (US$m)
Deal type
Milbank, Tweed, Hadley & McCloy
China/Hong Kong/US/ BVI /Cayman
Lumena Resources IPO
149
Equity
China/ Hong Kong
GCL-Poly Energy Holdings – Jiangsu Zhongneng
3,400
M&A
China/US/BVI
Duoyuan Global Water IPO
88
Equity
China/ US
Chemspec IPO
73
Equity
Orrick, Herrington & Sutcliffe
China/ Hong Kong/US/ Cayman
361 Degree IPO
280
Equity
Paul, Hastings, Janofsky & Walker
China/ Hong Kong
GCL-Poly Energy Holdings – Jiangsu Zhongneng
Paul, Weiss, Rifkind, Wharton & Garrison
China
KKR investment in Ma Anshan Modern Day Farming
150
Equity
Shearman & Sterling
China/Hong Kong/US/ BVI /Cayman
Lumena Resources IPO
149
Equity
Simpson Thacher
China/ US
Chemspec IPO
73
Equity
Stikeman Elliott
China/ US
Sinopec – Addax Petroleum acquisition
Tian Yuan
China/ US/BVI
Duoyuan Global Water IPO
88
Equity
China
Sanyuan – Sanlu acquisition
100
M&A
China/ Hong Kong/US/ Cayman
361 Degree IPO
280
Equity
T&C
China
Zhejiang Wanma Cable IPO
84
Equity
Vinson & Elkins
China/US
Sinopec– Addax Petroleum acquisition
V&T
China
Guilin Sanjin Pharmaceutical IPO
Zhong Lun
China/ Hong Kong
Shui On Construction And Materials – China Central Properties acquisition
O'Melveny and Myers
3,400
8,000
8,000
M&A
M&A
M&A
93
Equity
400
M&A
Does your firm’s deal information appear in this table? Please contact
• PetroChina International proposed 45.5% acquisition of Singapore Petroleum Company from Keppel Corporation subsidiary at S$6.25 per share valuing SPC at S$3.2bn in entirety • PetroChina will be required to make general offer to acquire remaining shares in SPC • Deal will be largest public takeover in Singapore since 2001 and first public takeover by Chinese company of Asian target
| CHINA | ►► SINO-FOREST CORPORATION SHARE OFFER Value: US$347m Firm: Appleby Client: Sino-Forest Firm: Jingtian & Gongcheng Client: Sino-Forest Firm: Linklaters Client: Sino-Forest Firm: Commerce & Finance
alb@keymedia.com.au
61 2 8437 4700
Client: Underwriters Firm: Davis Polk & Wardwell Client: Underwriters Lead lawyer: William Barron • PRC commercial tree plantation operator, Sino-Forest Corporation secondary, offering of 34.5 million common shares
| AUSTRALIA/TAIWAN | ►► PRIME VIEW INTERNATIONAL E INK CORP ACQUISITION Value: US$214m Firm: Baker & McKenzie Client: Prime View International Firm: Bingham McCutchen Client: E Ink Corporation • Prime View International to acquire E Ink a US-based provider of electronic paper display technologies for US$214m • PVI to finance acquisition with equity placement and convertible bond offering, led by Taiwanese securities firm KGI
• Transaction strengthens PVI workforce and develop IP assets
| US/Korea | ►► eBay - Gmarket acquisition FIRMS INVOLVED Firm: Hwang Mok Park Client: Gmarket Lead lawyers: Bredon Carr, Doil Son Firm: Orrick, Herrington & Sutcliffe Client: Gmarket Lead lawyers: Richard Vernon Smith, Mark Lee, David Cho Firm: Pillsbury Winthrop Shaw Pittman Client: Gmarket Firm: Cooley Godward Kronish Client: eBay • eBay has closed a historic transaction – the first acquisition of a Korean company listed solely in the US. Its implications for future cross-border transactions in Korea are profound.
9
NEWS | analysis >>
Analysis >>
Game on!
legal services in the online entertainment sector While the country’s youth have fun playing online games, its lawyers are working hard helping the companies that own those games merge, acquire, license and list.
Recent deals ►► Shanda acquisition of majority stake in Hurray! Value: US$46m Firm: Davis Polk & Wardwell Client: Shanda Interactive Entertainment Firm: Morrison & Foerster Client: Hurray! Firm: Weil, Gotshal & Manges Client: Nomura International (financial advisors) • Shanda Interactive Entertainment will acquire 51% shares of Hurray! Holdings. Both companies are NASDAQ-listed Chinese companies.
►► World of Warcraft licenSing deal
W
ith hundreds of millions of internet users, the online entertainment industry has emerged as a multi-billion-dollar market that is still growing. In 2009, while most other sectors experience a slowdown in deal activity, leading players in this industry continue to enjoy robust growth and push deals through. In the past few months alone, a number of major transactions have been completed or announced in the online entertainment sector. Deal highlights included the NASDAQ IPO of Changyou.com, the licensing deal between Blizzard and NetEase.com and Shanda Interactive Entertainment’s proposed acquisition of a controlling stake in Hurray! (both companies are traded on NASDAQ). Davis Polk & Wardwell is one of the firms winning a fair share of the work. The firm’s Hong Kong partner James Lin has been involved in two of the recent deals, advising the underwriters in Changyou’s IPO and Shanda in its acquisition of Hurray!. “The online game industry is a highly lucrative business,” said Lin. “As it is not a capital-intensive industry, if a company can develop a few major hits or have licence rights for popular games, it can generate a lot of cash. The trend is that major internet companies, such as Sohu, which were traditionally portal companies and then developed successful online games, will separate their online game business and list it on a stock
10
Value:N/A
exchange.” Lin expects that the listing model of Changyou, a spin-off of leading developer and operator of online games, Sohu, will be followed in the next few years. NASDAQ will still be the primary location for an IPO, but due to the September 2006 M&A rules restricting overseas listings, many online game companies will eventually list on domestic exchanges. Meanwhile, China’s lucrative online game and entertainment market will be increasingly attractive to foreign game developers and companies. Korea’s Wemade Entertainment, creators of the Legend of Mir series, and Blizzard Entertainment of the US, which developed World of Warcraft, have achieved great success in the China market. However, lawyers largely expect local developers and companies to continue dominating the market. “US online game companies will actively try to get into China’s market, but there are two obstacles for them – legal restrictions on foreign ownership and the competition from local companies, which understand what the market desires and how to tap into that interest,” said Lin. With more companies looking to list their online game units and raise capital, it’s easy to predict that more consolidation will be happening in this sector. Shanda Interactive Entertainment, listed on NASDAQ in 2004, has established itself as an industry leader with the most diverse portfolio of online games and interactive entertainment content. Its
Firm: Morrison & Foerster Client: NetEase.com Firm: Clifford Chance Client: Blizzard Entertainment • NetEase.com, a NASDAQ-listed internet company, signed a licensing deal with Blizzard Entertainment to operate World of Warcraft in China for three years once Blizzard’s current arrangement with The9 expires.
►► Changyou.com IPO and Nasdaq Listing Value: US$138m Firm: Campbells Client: Changyou Firm: Commerce & Finance Client: Changyou Firm: Goulston & Storrs Client: Changyou Firm: Davis Polk & Wardwell Client: Joint bookrunners Firm: King & Wood Client: Underwriters • It is the first IPO on NASDAQ and the second IPO in the US in 2009. It is also the largest IPO in the US by a Chinese company since July 2008.
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“The online game industry is a highly lucrative business…The trend is that major internet companies, such as Sohu, which were traditionally portal companies and then developed successful online games, will separate their online game business and list it on a stock exchange” James Lin, Davis Polk & wardwell growth strategy has been achieved through a series of M&A transactions and partnerships. In recent years, the company has acquired the likes of game developer Zona, network game platform Haofang, online game company Gametea, and literature platforms Qidian and Hongxiu. Most recently, it made a tender offer to buy a 51% stake in Hurray!, a leader in artist development, music production and wireless music distribution and other wireless value-added services in China. To better execute its strategy, the company appointed US-qualified lawyer Thomas Yih, formerly with Morrison & Foerster in Shanghai, as general counsel to head its 15-member in-house legal department in 2007. Yih is assisted by deputy general counsel Jerry Zhang and assistant general counsels Zhang Qing and Chen Mingfeng. Yih expects the next few years to remain a busy dealmaking period for his company and in-house team. “Following chairman Chen Tianqiao’s strategic vision, we’ve pursued many deals and adopted different deal structures to improve and pursue the company’s growth strategy,” said Yih. However, numerous steps remain before the group’s business strategy is fully executed.” The execution of many deals, such as the acquisition of Hurray! and convertible bond issuance, requires a significant amount of US securities and capital market experience and expertise, which Yih www.legalbusinessonline.com
brings to the in-house team. “There are a lot of other deals and things we’ll need to do. We expect the next couple of years to continue to be very busy as the company continues to expand its platform,” Yih said. It’s clear that Shanda’s next step is to launch a NASDAQ IPO of its game business, which it plans to spin off. The company announced the proposed IPO in May 2009 and said the move was to help it develop other online entertainment businesses and enable the game division to be more focused. Davis Polk and Jade & Fountain, two firms that have worked with Shanda regularly in recent years, are likely to be engaged again should the IPO plan go ahead. The two firms advised Shanda on its issuance of US$175m convertible bonds last year. In addition to M&A and IPO transactions and licensing deals, commercial and IP disputes also
arise frequently in this dynamic and fast-transforming industry. The lawsuits filed by The9 against Blizzard Entertainment, for example, have attracted much attention in recent months. Litigation and IP practices will have an increasing role to play in this sector. The legal services required by online entertainment companies are as creative and diverse as their online businesses. Hence, working as legal practitioners in this sector seems to be correspondingly more exciting and entertaining than most other sectors. “The nature of the legal work we do is no different than in-house counsel in other types of companies,” said Zhang Qing, assistant general counsel of Shanda. “But no two days are ever the same working in this fast-changing environment, surrounded by nextgeneration technologies, cutting-edge designs and fascinating creativity.”
网络游戏行业法律服务需求增长强劲 随 着互联网用户突破一亿，国内网络互动娱乐行 业的市场规模已达到数十亿美元，且仍在高速 增长。2009年，在多数其它行业面临交易放缓的背 景下，网上娱乐行业的领军企业仍呈现业务强劲增 长，交易项目不断进行。 仅在过去数月，该领域内已有多宗项目交易完成或 正在进行。其中引人注目的交易包括畅游登陆纳斯达 克、暴雪把网游《魔兽世界》在中国内地市场的代理 运营权交给网易、以及盛大网络收购华友控股权（两 家公司均在纳斯达克上市）。 达维律师事务所是在该领域占有较大业务份额的 事务所之一。其香港合伙人 James Lin 曾参与近期 的两宗重大交易，包括在畅游的 IPO 项目中担任承 销商的法律顾问以及作为盛大的法律代表参与收购 华友的项目。
Lin 表示：“网上游戏行业的前景十分诱人。该行业 并非资本密集型行业，只要公司能开发出赢得市场 青睐的产品，或得到流行游戏的授权，便能获得高 额收入。近期，更多类似搜狐这样的大型互联网公 司将陆续将其网络游戏业务分离出来，单独上市。” 他预计，畅游的上市模式将在未来数年内被其他同 业公司仿效。纳斯达克仍将是中国网游公司 IPO 的 主要目的地，但由于2006年9月颁布的新并购法规 对海外上市施加限制，越来越多的公司最终将在国 内交易所上市。 与此同时，中国蓬勃发展的网络游戏和娱乐市场将 吸引更多的外国游戏开发商和公司关注。《传奇》系 列游戏开发商韩国娱美德公司和《魔兽世界》开发商 美国暴雪娱乐在中国市场获得巨大成功。不过，律师 业界普遍期望本地开发商和公司将继续主导市场。
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Lin 表示：“欧美网络游戏公司将积极尝试进入中国 市场，但目前面临两大障碍，分别是中国对外资所有 权的法律限制和来自于本地公司的竞争，中国本地公 司了解市场对游戏的期望，擅长迎合市场需求。” 随着越来越多的公司有意推动网络游戏业务上市 并募集资本，可以预见，该行业将出现更多的整合 交易。2004年在纳斯达克上市的盛大互动娱乐拥有 最为多样的网络游戏产品组合和互动娱乐内容，已 确立行业领先企业的地位。盛大通过一系列并购交 易和合作实现增长策略。 近年来，盛大的收购对象包括游戏开发商 Zona、 网络游戏平台浩方、网络游戏公司游戏茶苑以及文学 平台起点和红袖。近期，盛大出价收购华友51%的股 权，华友是中国艺术家发展、音乐制作、无线音乐分 销和其它无线增值服务领域的领先企业。 为更好地执行公司发展战略，2007年，盛大任命 获美国执业资格的美富上海办事处前任律师 Thomas Yih 担任总法律顾问，带领15人的公司法律团队。 副总法律顾问 Jerry Zhang、助理总法律顾问Zhang Qing 和 Chen Mingfeng 为 Yih 提供业务协助。Yih 预计，对公司和内部法律团队而言，未来数年仍将 是交易业务繁忙的时期。 Yih 表示：“在董事长陈天桥的战略规划指引下， 我们完成多项交易，并采用不同的交易结构，推动 公司实现增长战略。不过，在业务战略充分执行之 前，仍有大量工作有待完成。”对于收购华友和可转 换债券发行等诸多交易，均需要丰富的美国证券和资 本市场经验及专业知识，Yih 的个人能力恰好能令内 部律师团队如虎添翼。 Yih 表示：“我们还有很多其它交易需要完成，预计 在未来两年内，随着公司持续扩张业务平台，我们将 保持繁忙的工作状态。” 上月，盛大宣布已经向美国证券交易委员会提交盛 大游戏股票注册上市申请书，并表示该举措有利于提 高盛大作为互动媒体公司的实力，而且将使盛大游戏 今后更专注于网络游戏。 过去数年内，达维和九州丰泽经常与盛大合作，如 盛大的申请顺利获披，这两家事务所很可能参与此项 IPO 计划。去年，这两家事务所曾为盛大提供顾问服 务，协助其发行价值1.75亿美元的可转换债券。 除并购、IPO 交易和授权交易外，快速发展的网络 游戏行业还经常出现商业和知识产权纠纷。例如，近 月来，九城与暴雪之间的诉讼纠纷便引起业界的普 遍关注。在该领域，诉讼和知识产权法律服务需求 量将进一步增大。 网络娱乐公司所需的法律服务与其自身业务特性 一样，都需要发挥创造性思维和多元化服务模式。 因此，与其它类型公司相比，在网络娱乐领域提供 法律服务似乎更令人兴奋，且更富乐趣。盛大助理 总顾问律师 Zhang Qing 表示：“就工作本质而言， 我们与其它类型公司内部法律顾问相比并无差异。 但在这种快速变化的环境中工作，每一天的感受都 截然不同，这个行业充满新一代技术、锐意设计和 令人着迷的创意。”
“There are a lot of other deals we’ll need to do [before the group’s business strategy is fully executed]. We expect the next couple of years will continue to be very busy” Thomas Yih, Shanda Interactive Entertainment 12
Analysis >>
A-share IPOs resume but overseas listings set to continue
T
he China Securities Regulatory Commission (CSRC) might have lifted the suspension on A-share IPOs, but according to some of the region’s top equity-markets lawyers, many Chinese companies will continue to list on overseas exchanges rather than at home – at least for the foreseeable future. In September last year, with the Chinese equity markets plunging to record lows, the CSRC called a halt to A-share IPOs, reasoning that any further pressure on liquidity would only drive stocks lower. When the ban was lifted in June, new market regulations were introduced. V&T law firm’s partner Xu Shouchun told ALB China that these new rules consisted of four Xu Shouchun measures. V&T The first of these, he said, was “to improve the quotation restraint mechanism of inquiry and subscription, and require the target of inquiry to quote truthfully”. This would presumably stop the practice of companies listing at a low price in
order to see significant gains when trading in their shares commences. However, Xu said that the measures also aim to optimise the online IPO mechanism, by separating the targets of online and offline subscriptions; and they set an upper limit for single online subscription accounts, so that a single investor may only use one qualified account when subscribing to new shares. The new regulations are also aimed at informing all participants of the market risks, so that investors approach new offerings are better informed, he said. Xu told ALB China he expects these measures will correct some “fundamental problems” that have restricted the development of the Chinese share market to date. This, along with China’s relatively high rate of economic growth, will encourage Chinese investors to buy stock, even in the midst of the current financial crisis – not that too many potential investors need encouragement just now, Xu added. The SSE Market Composite has risen by some 57% over 2009, making Chinese stocks some of the world’s best performers. Companies, it seems, are ISSUE 6.7
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queuing up for a piece of the action: since late June some 30 enterprises have reportedly received regulatory approval for an A-share listing and up to 400 more are still waiting. But if the length of that queue suggests that Chinese companies have been holding off listing for the past nine months until the moratorium on A-share IPOs was lifted, nothing could be further from the truth. The ban coincided with a spate of Chinese companies listing overseas, including state-owned enterprises such as China Mobile and CNOOC. PRC- and Hong Kong-based lawyers have been busy advising on a number of listings of Chinese companies on Hong Kong’s stock exchange. And then there was the high-profile and highly successful Changyou.com listing on NASDAQ. This sort of ‘share market shopping’ is a trend that JSM Mayer Brown partners Mark Uhrynuk and Jeckle Chiu think is set to continue. However, Uhrnyuk and Chiu warn that it is too simplistic to think that the moratorium on A-share IPOs drove companies overseas. Instead, they point out that the phenomenon of Chinese companies listing overseas has been happening since well-known brewer Tsing Tao listed on Hong Kong’s stock exchange in 1993. “Often, what drives a company to consider various markets – particularly in the case of China – can be the legal restrictions that dictate where they can go,” Uhrynuk said. “It’s not just the restriction on the possession of A-shares [foreigners are not permitted to trade in RMB-listed A-shares on China’s stock exchanges]. What drives a company to a particular market may be its intended shareholder profile, what its desire for liquidity is, and whether it wants to list in a market that is lightly or heavily regulated.” Herbert Smith’s Michael Fosh echoes this sentiment. “The choice of market for PRC companies is a function of various factors, not least the approval of the CSRC,” he said. “Except for redchips (existing restructured companies with offshore holding companies), PRC companies need the approval of the CSRC to list either on a domestic PRC market or offshore. CSRC approval, and approval for a particular market, also depends on a number of factors, including suitability for listing and, I believe, policy considerations. A de www.legalbusinessonline.com
►► Snapshot: Chinese overseas IPOs in 2009 Company
Value
Where listed
Legal advisers
China ZhongWang
US$1.3bn Hong Kong
Commerce & Finance Law Office, Conyers Dill & Pearman, Latham & Watkins, Richards Butler (China ZhongWang); Jiangtian & Gongcheng, Morrison & Foerster (underwriters)
China Overseas Land & Investment Ltdl
US$322m
JSM
Lumena Resources
US$149m Hong Kong
Mallesons
Changyou.com
US$138m NASDAQ
Campbells, Commerce & Finance Law Offices, (Changyou); Davis Polk & Wardwell (joint bookrunners); King & Wood (underwriters)
Silver Base Group
US$133m
Fangda Partners, Lovells (Silver Base); Jun He, Clifford Chance (UBS – advisor to bookrunners)
Real Gold
US$132m Hong Kong
Hong Kong
Hong Kong
Conyers Dill & Pearman, Latham & Watkins, King & Wood (Real Gold); Gordon Ng & Co, Hogan & Hartson, Jun He (underwriters)
Singyes Solar
US$58m
Hong Kong
DLA Piper, Grandall Legal Group (Singyes Solar); Conyers Dill & Pearman, Gordon NG & Co, Hogan & Hartson, King & Wood (sponsors & underwriters)
Strong Petrochemical
US$32m Hong Kong
DLA Piper, (China Everbright Capital); King & Wood, Sidley Austin (Strong Petrochemical)
Come Sure Group
US$11.2m Hong Kong
Appleby Spurling Bailhache, Loong & Young Solicitors, Shu Jin Law Firm
►► And some of those in the pipeline for listing in PRC... China State Construction Engineering Corp
RMB42bn (US$6.1bn)
Everbright Securities
RMB10bn (US$1.46bn)
Sichuan Expressway
RMB2bn (US$292m)
Sanjin Pharmaceutical
RMB630m (US$92m)
facto moratorium on domestic IPOs does not, therefore, automatically translate into the choice of an overseas listing. For larger, state-owned companies in particular, the policy considerations as to listing venue will be more pronounced. At the same time, while an effective moratorium has existed in the PRC, there does need to be an outlet for PRC companies to raise finance from public markets and so, depending on market forces and valuations, it is natural that some Chinese companies would go overseas if allowed.” But now that the moratorium has lifted, V&T’s partner Xu believes Chinese firms will begin to see more benefit from listing at home – particularly as the resumption of A-share IPOs has been accompanied by some regulatory changes that seek to reduce price volatility and prevent distortions in the market such as the
deliberate underpricing of shares at first offering. Fosh is not quite as optimistic that the huge price rises on the first day’s trading will be curtailed. “The PRC market is still potentially very volatile, even though it has been one of the best performing markets this year,” he said. Another major concern still exists, according to Mark Uhrynuk. Even with the suspension, resumption and regulatory changes, the main obstacle holding back PRC equity markets, he says, is the long-standing structural problems concerning the country’s foreign exchange market. “The real impediments and obstacles are not the suspension or the resumption,” he said. “This is just an interim measure. There’s an evolution going on [in the development of China’s equity markets] over time and we’re not quite sure where it will lead. The suspension was driven by just one market event.” 13
NEWS | analysis >>
A股IPO重启 of the east 海外上市继续 Call A steady stream of senior lawyers have been transferring from Analysis >>
虽
然国内新股已经恢复发行，但知名资本市场 律师预测，至少在近期内，仍有诸多中国公 司将继续寻求在海外证交所启动IPO，而不会选择 在本国上市。 因市场及新股发行制度改革等原因，A股IPO在暂 停九个多月后终于再度起航。新股发行体制改革方 案也开始逐步实施。万商天勤合伙人徐寿春指出新 规则的主要目的在于“改善询价和申购的价格限制机 制，要求询价对象必须提供真实报价。”该举措旨在 制止上市公司以较低价格上市，以便在股票开始交 易后获得高额收益。徐律师还指出，新规则的另一 目的在于，向所有市场参与方告知市场风险，使有 意参与新股发售的投资人更全面的了解市场情况。 徐律师预计，新举措有助于解决抑制中国股市发 展的部分“根本问题”，在中国相对较高的经济增长 率的支持下，即使在全球金融危机的背景下，也能 有效鼓励中国投资人购买股票，目前，大量潜在投 资人需要得到积极的鼓励。2009年以来，上证指 数涨幅高达57%，中国股市成为全球表现最佳的股 市之一。目前，企业正排队等候上市：自去年6月以 来，已有30家企业获得监管机构的 A 股上市许可， 另有400多家企业仍在等待审批。
海外 IPO 继续
众多中国企业排队等待上市的现象充分表明，中国 企业迫切需要融资渠道。赴海外上市一直以来是众 多大型中国公司的首选，例如中石油，中移动，中 石化等等。近几个月内，已有多家中国公司成功赴 海外上市融资。一些国际所和本地所目前正积极参 与多家中国公司赴香港，美国等上市的法律工作。 Mayer Brown JSM 合伙人 Mark Uhrynuk 和 Jeckle Chiu 认为，这种赴海外股市寻找融资渠道 的趋势仍将继续。 Uhrnyuk 表示：“企业选择在某个股票市场上市 的决定性因素在于企业倾向的股东构成、对流动 性的预期、以及需要在监管宽松还是严格的市场 上市。” 史密夫律师事务所合伙人 Michael Fosh 对此表 示赞同。他认为：“中国公司选择股票市场受诸多 因素影响，中国证监会的审批并非主导因素。除红 筹股公司之外，中国公司无论在国内还是海外市场 上市，均须得到证监会的批准。要想获得证监会针 对特定市场的上市批准，还由诸多因素决定，其中 包括上市计划的适宜性以及政策方面的考虑。暂停 国内 IPO 上市并不会自动转化为选择海外上市。 尤其对大型国有企业而言，政策考虑对上市地点的 选择影响更大。与此同时，由于中国暂停 A 股上 市，中国公司亟待解决融资渠道问题，因此，在市 场推动力和价值的影响下，如得到许可，部分中国 公司选择海外上市顺理成章。” 现在，新股 IPO 已经解禁，徐寿春律师认为，中 国公司将会逐渐发现在国内上市获益更多，特别是 在新股发行制度改革完成之后，证监会将努力消除 不稳定因素，防止股票市场上的价值扭曲，例如严 禁在股票首次发售时故意降低股价。Michael Fosh 认为，新股开始交易后，飞涨的股价仍存在下跌风 险。 “尽管中国股市是今年表现最佳的股市之一， 但中国股市仍充满不稳定因素。” Uhrnyuk 指出新股发行制度改革后，阻碍中国股 票市场发展的主要原因仍然存在，即目前的人民币 汇率机制。他表示： “暂停或恢复新股上市并非阻 碍中国股市发展的真正问题。这些只是临时措施。 中国股市必然将经历深刻的演变，但目前我们尚不 明确其发展的具体方向。”
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Europe and the US to China and Hong Kong recently. Has this been a push, a pull, or neither?
T
he recent exodus of UK- and US-based partners to Asia could be attributed to the sluggishness of harder-hit western economies. But China and Hong Kong were welcoming partners long before the global financial crisis, and it is likely that their attraction will outlive the current economic situation Paul Mitchard QC from Skadden recently moved from London to Hong Kong. “There definitely isn’t a contracting market in the UK. We’re absolutely inundated with work at the moment in the litigation group,” he said. “That isn’t the reason for coming here; it is to do with the pull of the Asian market.” Skadden had previously undertaken its international arbitration work in China and Hong Kong through teams located in the European and US offices. Mitchard explained that the time had come to centre the practice in Hong Kong. “This is about client needs,” he said. “Particularly in arbitration, they need people here. You know what Hong Kong is like – they don’t want people in transit. You are much more credible in the market if you have a presence in the region.” This echoes the attitude of other international firms operating in China. “It is very important to have an office on the ground, and we are strongly in favour of having a proper presence and
service capability [in Shanghai],” said Seamus Cornelius, partner at Allens Arthur Robinson. “It gives us a much better ability to service our clients, helps us understand the real issues that concern our clients, and provides us with a valuable picture of what’s going on in this market.” The focus on growth in China and relocation of partners can hardly be described as a new phenomenon, but there has been a recent shift in the practice areas targeted by international firms. The Beijing office of Salans is shifting its business model from advising on FDI, M&A and investment in real estate to restructuring and arbitration. This is “driven by changing client demand,” according to the managing partner, Bernd Stucken. The Salans Beijing office is also hiring and relocating lawyers from other offices to China. Growth of restructuring practices is expected in the current economic climate, but international arbitration and dispute resolution has also received significant attention in Asia. Mitchard explains that the development of an international arbitration hub for Skadden in Hong Kong was planned over a year ago, prior to the credit crunch. “[Our move] has coincided with the downturn, which brings more dispute resolution, arbitration, litigation
►► Partner Spotlight: Paul Mitchard QC – Skadden “I had set up the London practice seven years ago, and that has now reached 28 people, so this was the next logical development. Somebody had to lead this initiative and I am head of the European and Asian Litigation and Arbitration Group. I am Hong Kong qualified, therefore I am the natural person to lead this development. The personal reason is that I actually love Asia and have always wanted to come back. I became a QC in London and hopefully that will give me an additional pull out here with clients. There were strong synergies with me being the person to set the practice up. This is a question of Skadden ramping up its presence in the region.” ISSUE 6.7
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Nicholas French Firm: Freshfields Relocation: London to Beijing Practice area: Antitrust, competition and trade
Jon Gray Firm: Linklaters Relocation: New York to Hong Kong Practice area: Capital markets
Richard Hill Firm: Fulbright & Jaworski Relocation: London to Hong Kong Practice area: International disputes
Simon Cooke Firm: Clifford Chance Relocation: London to Hong Kong Practice area: Private equity
Stefan Ricketts Firm: Fulbright & Jaworski Relocation: London to Hong Kong Practice area: International disputes
Tom Lidstrom Firm: Linklaters Relocation: London to Hong Kong Practice area: Litigation
David Ludwick Firm: Linklaters Relocation: London to Hong Kong Practice area: Capital markets
and investigation work,” he said. “The time we started to do this was fortunate, since dispute resolution is counter-cyclical to the economy.” A similar incentive may have prompted the recent growth of Fulbright & Jaworski’s Hong Kong office, to which international dispute partners Richard Hill and Stefan Ricketts relocated from London last year. “As Asian markets have matured, attracted vast amounts of foreign capital and otherwise become more integrated into the global economy, we have seen a predicable increase in complex disputes,” said Jeffrey Blount, head of the Asia-Pacific practice. The restructuring and dispute resolution practice areas may have received significant attention, but the traditional growth sectors within China have not been ignored. Freshfields recently sent Nicholas French to its Beijing office to exercise his expertise in antitrust, competition and trade. Clifford Chance and Linklaters have similarly boosted their private equity and capital markets teams respectively in Hong Kong. www.legalbusinessonline.com
►► Comparative Market Performance from January to June 15 2009 US: Dow Jones Index ▼ 5%
England: FTSE 100 Index ▼ 5%
China: CSI 300 Index ▲ 58%
Hong Kong: Hang Seng Index ▲ 23% (Source: Bloomberg)
Corporate and securities will receive additional attention in the Beijing office of Reed Smith with the relocation of Zack Dong from Chicago. The Chinese market may have more promise for growth than the struggling UK and US economies, but the legal services industry is still being forced to tighten its operations. “The firms here [in Hong Kong] have still been cutting back,” said Emily Lewis, managing director of Lewis Sander Legal Recruitment. “We certainly haven’t seen many partners coming out from the UK or US to Asia. There are still a lot of redundancies and partners being managed out.” Recent history would support this contention, as large-scale restructuring in firms such as DLA Piper and Allen & Overy have resulted in multiple redundancies. Simmons & Simmons have also bucked the partner relocation trend, sending partners from both Hong Kong and Shanghai back to
London. The “fiercely competitive” nature of the Chinese market was cited by Hannes Snellman, the Swedishbased international law firm, as the reason for recently closing its Beijing and Shanghai operations. The push towards China and Hong Kong is still understandable, since economic stagnation is anticipated to continue in the West in the near future. “I think relatively speaking Asia is in a better position than say London or New York, but it is still a part of the global economic crisis,” said Lewis. “There isn’t really anywhere in the world that isn’t downsizing; there isn’t a law firm in any jurisdiction which isn’t under serious pressure financially.” Are lawyers jumping ship from the Western economic struggles? They aren’t admitting it – apparently Asia has always been the game plan. Either way, we recommend advance bookings for business class flights to Hong Kong. ALB
东方机遇吸引更多欧美律师来华执业 在 欧美市场法律服务业务萎缩的背景下，一批英 美律师事务所合伙人和律师被调往亚洲和中国 寻求业务机会。在全球金融危机之前，中国和香港早 已对西方合伙人敞开怀抱，在当前经济环境下，这种 欢迎的姿态很可能继续保持。世达律师事务所的 Paul Mitchard QC 近期由伦敦转赴香港工作。他表示：“英 国法律市场的疲软表现十分明显，眼下香港的业务则 异常繁忙。但吸引我来香港工作的主要原因是亚洲市 场的欣欣向荣。” 世达此前曾通过位于欧洲和美国办事处的国际团队 在中国和香港开展国际仲裁业务。Mitchard 表示，现 在是将核心业务落户香港的绝佳时机。他认为：“客 户需求是最重要的因素，仲裁业务尤其如此，客户需 要我们在香港建立办事处，因为他们不愿意与远隔千 里的律师合作。如果能在本地组建团队，客户会认为 世达更值得信赖。” 其它在中国开展业务的跨国事务所对此亦有同感。 安德慎合伙人 Seamus Cornelius 表示：“在本地成立办 事处十分重要。通过在上海建立办事处并提供专业服 务，我们获益良多。办事处可为业务发展提供良好支 持，帮助我们为客户提供更出色的服务，同时切身了 解客户面临的问题，让我们深入把握本地市场现状。” 注重中国业务增长和调派合伙人并非业界的新现 象，但近期多家国际律师事务所纷纷作出业务调整， 因此需要从其他办公室调派人才。胜蓝律师事务所大 中华区业务以往更注重外商投资、并购和房地产投 资，近期已将业务重点转为重组和仲裁。大中华区主 管合伙人 Bernd Stucken 透露，此次业务模式的转变 主要受到客户需求的推动。业务结构的调整促使胜蓝 从其它办事处调派有经验的律师赴中国工作。 鉴于当前的经济环境，业界预计重组业务将呈 现增长态势，国际仲裁和纠纷解决亦得到广泛关 注。Mitchard 介绍道，早在信贷危机出现之前，世达 便计划将香港发展为国际仲裁业务的中枢。他表示：“ 我们的业务举措与经济低迷的背景相吻合，眼前的经
济环境将带来更多的纠纷解决、仲裁、诉讼和调查工 作。我们着手筹备的时机十分理想，因为纠纷解决与 经济之间存在反周期关系。” Fulbright & Jaworski 香港办事处也制定了类似的业 务策略，对促进近期业务增长作用显著。去年，该所 国际纠纷业务合伙人 Richard Hill 和Stefan Ricketts 由 伦敦调赴香港。亚太业务主管 Jeffrey Blount 表示：“ 随着亚洲市场不断成熟，吸引大量外国资本注入，进 一步融入全球经济，我们预计，复杂纠纷业务领域将 持续增长。” 除重组和纠纷解决业务外，其他业务领域，例如， 反垄断和劳动法，以及传统公司业务亦备受业界关 注。富而德律师事务所近期调派 Nicholas French 赴 北京办事处任职，发挥在反垄断、竞争和贸易领域的 业务专长。高纬绅和年利达分别扩大香港办事处的私 募股权和资本市场团队。Reed Smith 将芝加哥办事处 的 Zack Dong 调至北京办事处工作，进一步巩固公司 和证券业务团队。 虽然与当前英美经济形势相比，中国市场增长潜力 更大，但法律服务行业仍被迫收缩经营规模。Lewis Sanders Legal Recruitment 执行总监 Emily Lewis 表 示：“香港律师事务所仍在缩减规模。目前尚无大量 合伙人离开英美赴亚洲工作。目前仍有英美事务所在 大量裁员。” 业界近况可印证他的观点，随着欧华和安理等大型 事务所重组工作的推进，大量律师被迫离职。西盟斯 更是将香港和上海办事处的合伙人调回伦敦。与此同 时，在中国市场残酷竞争的影响下，总部位于瑞典的 跨国律师事务所 Hannes Snellman 被迫关闭在北京和 上海的业务。 即便如此，国际律师事务所的业务重心向大中华区 倾斜的趋势仍在情理之中，因为与英美市场相比，中 国市场的复苏尤其引人注目。虽然大部分律所不愿承 认他们在西方经济中心的业务发展举步维艰，但是在 华业务发展的巨大潜力不容置疑。
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NEWS | news >>
news in brief >> AAR helps rebuild Sichuan school The Yangjia middle school in Sichuan that was badly damaged by an earthquake last year has been given a new lease of life. The school was finally reopened last week thanks to the support of Australian businesses ANZ, BlueScope Steel and Allens Arthur Robinson. These Australian businesses partnered with the Mianyang government to rebuild classrooms for 300 students. The new materials used are of the highest standards and are designed to withstand earthquakes of magnitude eight on the Richter scale. The school buildings, furniture and stationery were financed by ANZ. BlueScope Steel Group was responsible for the provision of building materials and construction supervision, while Allens Arthur Robinson provided pro bono legal advice.
安德慎助力四川学校重建
去年在四川地震中严重受损的杨家中学将迎来崭新开 始。在澳新银行集团（ANZ）、博思格钢铁集团和安德 慎律师事务所的援助下，该学校完成重建工作，于上 周重新开课。 这三家澳大利亚企业与绵阳市政府合作，为300多位 学生重建校舍。新校舍采用最高标准建筑材料，可抵御 里氏八级地震。 澳新银行为校舍、课桌和文具出资。博思格钢铁集团 负责提供建筑原料和工程监理，安德慎律师事务所提供 公益法律服务。
Shanghai bar association aids construction grievances China’s construction sector has once again failed to shake its reputation for shoddy building. On 27 June, Lotus Riverside, an unoccupied 13-storey residential building in Shanghai, toppled over, killing one person. But this time, the Shanghai Bar Association has taken immediate action to help the victims. The association assigned five lawyers – Wu Zhong Jun, Xu Wei, Lian An Jie, Xue Lirong and Xu Wei Wei – to provide free legal advice to the affected home owners. In addition, the association has also issued a list of 74 experienced real estate lawyers for victims to refer to. The list of lawyers includes Zhang Hua from Zhonglun, Li Yun from Zhongyin, Ye Zhen Wei from Zhenghan and Wei Ye from HHP. The troubled developers have appointed leading construction and real estate firms Shanghai Jianwei and Shanghai Zhong Jian to represent them.
上海律协援助莲花河畔景苑业主
在莲花河畔景苑楼房倒塌事故发生之后，上海市律协主 动为受该事故影响的业主提供法律帮助。上海律协在上 周日组织5位建筑房地产专业律师为业主提供义务法律 咨询。同时，为方便这些业主聘请到相关专业律师，上 海律协还为业主提供了一分包括74名建筑房地产专业律 师的推荐律师名单以及通讯录。 名单中的律师包括中伦所的张华律师，虹桥正翰的叶 正伟律师，以及汇衡的合伙人韦烨。 有“莲花河畔景苑”开发商已经聘请上海建纬与中建为 其代表顾问。
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M&A >>
NA firms called in on Sinopec’s largest overseas takeover
F
ollowing the Chinalco/Rio saga, Sinopec has made a US$8bn takeover bid overseas, in one of the clearest manifestations yet of the hunger of Chinese corporations for overseas natural resources assets. Sinopec International Petroleum Exploration and Production Corporation (SIPC), an overseas investment arm of Sinopec Group, has entered into an agreement to acquire Addax Petroleum, a publicly traded company on both the Toronto and London stock exchanges. Upon completion, it will become the largest overseas takeover by a Chinese oil company, breaking the record set by China National Petroleum in 2005, when it acquired PetroKazakhstan for US$4.2bn. Vinson & Elkins, which represented SIPC in its US$1.9bn takeover of Toronto-listed Tanganyika Oil last year, has been called in again by the client to advise on the Addax deal. Leading the Vinson & Elkins team are Beijing partner Paul Deemer and Shanghai partner David Blumental. “It’s a significant and transformational deal for SIPC,” said Blumental. “Chinese companies are now looking to make larger deals, where in a single transaction they can acquire a lot of assets in different places. “The trend is that the overseas deals of Chinese oil companies have gone from simple assets purchases to much larger public company takeovers, like SIPC’s takeover of Addax and Tanganyika Oil and PetroChina’s acquisition of Singapore Petroleum and COSL’s acquisition of
Norway’s Awilco,” Blumental continued. By acquiring Addax, SIPC will be able to build stronger operations in West Africa and Iraq, where most of Addax’s assets lie. SIPC is also represented by Canadabased firm Stikeman Elliott, the legal advisor on Canada law. “The transaction indicates that, even in a slower market, there are still deals to be made and that Canadian-based energy companies remain a favourable target,” said David Lefebvre, lead partner of Stikeman Elliott’s team. “Law firms with international expertise can expect to benefit as many Chinese state-owned enterprises continue to look for M&A opportunities.” Meanwhile, Canadian firm Fasken Martineau is acting for Addax Petroleum. The firm has been corporate counsel to Addax since its IPO and listing on the TSX in 2006. The Fasken Martineau team is led by John Turner, head of the firm’s global mining practice, and Richard Steinberg, head of the M&A practice. Having completed a number of large-scale M&A transactions, SIPC’s in-house legal department – headed by general counsel Zhang Lianhua – has been widely regarded as top-rated and very competent. In every overseas M&A transaction, the in-house legal department runs the whole process from due diligence to completion, handling most of the PRC legal matters. According to Zhang, the company doesn’t have a fixed panel of external legal advisors, preferring to engage law ISSUE 6.7
NEWS | news >>
firms in accordance with the needs of specific projects and the requirements of local law and regulations. Most of the time, it will hire international firms. In the past five years, the three law firms most regularly used by SIPC are Herbert Smith, Vinson & Elkins and Andrews Kurth. Zhang also noted that the role the in-house team plays has been evolving from “cooperating” to “presiding”. Getting a large M&A deal signed is significant, but there is still some way to go and a lot of work to be done before the deal is successfully closed. Having witnessed the collapse of the Chinalco/ Rio deal, everyone involved in this transaction will continue to be under pressure until the deal is finalised. ALB
北美律所助力中石化创 造海外收购之最
在
中铝失手力拓仅一个月后，中石化宣布将收购 在多伦多和伦敦两地上市的Addax Petroleum。 该公司是是西非和中东石油产量最大的独立石油生产 商之一。此举再度证明了中国能源企业对海外自然资 源类资产的渴求。此次收购项目总价值约达103亿加 元，完成后该项目将可能成为中国石油类企业迄今为 止进行的最大一宗海外收购。 作为曾与中石化合作已久的国际律师事务所，美 国文森•艾尔斯律师事务所再度被中石化任命为专项 法律顾问协助其收购Addax事宜。文森•艾尔斯律师 团队由该所上海和北京管理合伙人张清彦和狄仁杰 带领。加拿大Stikeman Elliott律师事务所为中石化 提供加拿大相关法律支持。David Lefebvre为该所 在此项目中的主要负责合伙人。另一家加拿大律师 事务所法铭德则在此项目中代表Addax。该所曾在 2006年协助该公司在多伦多上市，此后一直担任其 外部法律顾问。 文森•艾尔斯张清彦表示：“中国石油企业在海外 的收购已经由简单的资产收购转变为大型、复杂的 上市公司跨境并购。通过一宗大型海外并购项目， 企业可以更快速地获得多个优质海外资产，加速发 展成为国际化石油公司。” 通过收购Addax，中石化可增强其在西非沿海的业 务机会，同时也可进入石油资源丰富但在政治上高度 敏感的伊拉克库尔德斯坦地区。 David Lefebvre表示虽然目前市场仍然低迷，但是投资 者对收购加拿大上市的资源类企业的兴趣依然浓厚，且 仍有并购交易正在进行。有国际经验的律师事务所将继 续从中国企业海外资源类的并购项目中获益。 在帮助公司完成了多项大型海外并购交易之后，中 石化法务部门的专业能力和敬业精神受到了同行们的 高度肯定。中石化负责海外并购事务的资深法律顾 问张连华表示，该公司未聘请常年外部法律顾问， 但是会根据具体交易项目和针对不同法律需求聘用 专项法律顾问。由于法务部门已有很强的中国法律 服务能力，因此更多聘用国际律师事务所。在过去 几年中，合作最多的三家律师事务所包括英国史密 夫，美国文森•艾尔斯以及美国安卓律师事务所。同 时，他还表示公司法务部的主要职能以从配合外部 律师工作转为主导外部律师工作。 在吸取了中铝力拓交易的经验之后，参与项目的各 方都认为虽然收购协议已经签署，但是离交易成功还 有一段距离，仍有很多工作尚待完成。
www.legalbusinessonline.com
uk report US firms hold their ground US firms seem to be staying afloat despite the pressures of the downturn. Skadden recently extended employment to 100% of its newly qualified trainee lawyers in London, while Weil Gotshal & Manges gave 85% of its trainees jobs, keeping on 11 out of 13. Shearman & Sterling is said to be retaining 64% of its London trainees, who are due to qualify in September, and Latham & Watkins, which only launched its trainee programme in the City in 2007, has kept on 78% of newly qualified practitioners. UK firm layoffs continue The worst of the economic crisis seems far from over for UK firms, as a new wave of redundancy consultations hits the market. Berwin Leighton Paisner recently completed its redundancy consultation, with 85 members of staff affected across the firm’s corporate, finance and real estate practices as well as support functions including IT, accounts, marketing and human resources. Meanwhile, Barlow Lyde & Gilbert also recently laid off 49 staff, along with an undisclosed number of fee-earners – despite the firm’s plans to open an office in Manchester. Hammonds desperate to cut costs In a bid to cut costs, Hammonds has introduced mandatory sabbaticals for all associates in its corporate department. Earlier this year, the firm cut 77 staff in a
redundancy consultation and reports indicate that other cost-reduction measures, including a fourday week for some departments, are also being considered. Hammonds’ partnership also recently completed the multi-million-pound sell-off of debt litigation practice Drydens to insolvency practitioner Philip Holden. Quintet depart DLA DLA Piper has seen another five partners exit the partnership as the firm continues to reshape its practice. The exits follow the recent redundancy consultation that left 124 staff members, including 24 lawyers, jobless. Three earn CR top spot DLA Piper, Eversheds and Linklaters all recently enjoyed a silver rating in the Business in the Community 2008 CR index for their commitment to corporate responsibility (CR). The firms were granted the award despite all three launching major cost-cutting drives in the past six months. UK firms look at mergers Wragge & Co is the latest UK firm to suggest a merger could be on the cards should the opportunity present itself. Although Wragges stressed it is not actively pursuing a merger, the firm confirmed that it would consider a union to boost its presence in London. Denton Wilde Sapte also recently held discussions with US practice Squire Sanders & Dempsey about the possibility of a merger.
ROUNDUP • Pinsent Masons may be the next firm to launch redundancy talks after reporting a turnover rise of only 1% in the last financial year • City firm Macfarlanes has launched a second redundancy consultation, putting 14 support staff and one professional support lawyer under review. It says market conditions are to blame • Herbert Smith has won a place alongside regular advisors on Rio Tinto’s joint venture with rival BHP Billiton and its related US$15.2bn rights issue • Peter Hogstrom, Linklaters’ Sweden managing partner, has denied the office’s future is under threat despite a wave of departures in the past year. However, he admits the firm is undergoing a restructure and will now focus mainly on core practice areas including M&A, banking, capital markets and tax • Lovells and De Brauw Blackstone Westbroek have been axed from the global panel of financial group ING. Following a review of its legal roster, ING appointed Baker & McKenzie and Norton Rose alongside existing members Allen & Overy, Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters and Sullivan & Cromwell
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NEWS | news >>
news in brief >> bakers moves cook Baker & McKenzie strengthens its SEA team with the appointment of Clive Cook as Chairman of the firm’s activities in Singapore, Malaysia, and Indonesia. Cook undertakes his new responsibilities this month in distinguishing Bakers from its Clive Cook Baker & McKenzie competitiors. Poh Lee Tan, Baker & McKenzie’s Asia Pacific Regional Chairman is confident that Cook’s experience and track record will make him a powerful addition to the firm’s leadership team. Before his new appointment, Cook was a partner in Baker’s London corporate group where he served for three years. His practice was focused on crossborder M&A and equity capital markets. Cook has a law degree from Cambridge University and has practised in the UK, Hong Kong and New York. Baker & McKenzie currently has 91 partners and 261 lawyers.
贝克•麦肯思宣布东南亚办事处新任主管 合伙人
贝克•麦肯思任命 Clive Cook 担任新加坡、马来西亚 和印尼业务主管，巩固东南亚业务团队。Cook 本月履 新，着力帮助贝克•麦肯思在业务竞争中脱颖而出。 贝克•麦肯思亚太区主管 Poh Lee Tan 坚信，凭借 Cook 的深厚经验和卓越业务成绩，定能使事务所的 领导团队如虎添翼。 担任该职之前，Cook 曾在贝克• 麦肯思伦敦公司业务部门担任合伙人。 Cook 曾在该 业务部门任职三年，业务专长包括跨境并购和股权资 本市场。
Linklaters takes the crown from Clifford Chance Magic Circle law firm Clifford Chance suffered the consequences of the GFC as it witnessed a 5% drop in the firm’s overall revenue from the last fiscal year. The firm announced its earnings at US$2.067bn. Practice areas such as banking, M&A, real estate and private equity were all dealt with a huge blow from global downturn. Linklaters has now overtaken CC as the world’s top-grossing law partnership, reporting profits of US$2.407bn. Linklaters, which is comfortably ahead of CC this year, has successfully defied legal market turmoil in terms of fiscal year turnover increment with a 0.4% increase in its turnover.
年利达超越高纬绅折取业务收入桂冠
受全球金融危机影响，作为英国五大律师事务所之一 的高纬绅上一财年业务总收入下滑5％。高纬绅宣布， 去年收入为20.67亿美元。银行、并购、房地产和私募 股权领域的业务遭受全球经济低迷的重创。 作为全球顶尖律师事务所的年利达去年利润收入达 24.07亿美元，较去年增加0.4%。年利达成功超越高纬 绅成为业务收入排名第一的英国律所。
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Shandong >>
Beijing firms broaden Shandong K
ing & Wood and Dacheng will soon become the first two Beijing firms to have an office in both Jinan and Qingdao – Shandong’s two major commercial cities. King & Wood first opened in Qingdao a year ago by acquiring a group of 25 lawyers and partners from local firm Mingfeng. It is set to launch its Jinan office in the next few months. Meanwhile, Dacheng, which opened its Jinan office in 2006, has just obtained approval to establish an office in Qingdao.
金杜和大成将设立第二家山东分所 随
着山东省境内的企业对高端法律服务需求的不 断增加，金杜和大成近日均宣布将在山东设立 第二家分支机构。他们将成为在济南和青岛均设有 分支机构的首批北京事务所。 去年，金杜在从青岛铭丰律师事务所吸收由一批 经验丰富的律师组成的团队基础上成立了其青岛分 所。近日，该所宣布将在山东的省会城市济南成立 新分所。这是该所除在广东省以外，第二次在同一 省份设立两家分所。山东法律服务市场的重要性由 此可见一斑。 此后不久，大成律师事务所在青岛设立分所的申请 也获得了山东省司法厅的批准。大成于2005年在济南 设立了其在山东的第一家分支机构。青岛分所开设 后，该所将在全国共有22家分支机构。
金杜合伙人黄滔表示：“山东企业有大量法律服务需 求，对高端和复杂服务的需求尤为突出。在本地拥有雄 厚服务实力后，我们可为客户提供更高效的服务，帮助 客户降低成本。”金杜设在山东的两家办事处将作为统一 的业务团队，为整个山东省内的客户提供服务。 大成在山东的两间分所有不同的业务重点。济南分 所主要受理综合公司业务、银行与金融、保险和房地 产业务。鉴于山东的大型国有企业最为密集，帮助这 些企业进行重组和交易亦是大成办事处日常工作的重 要组成部分。另一方面，大成全新青岛办事处将外商 投资、跨国交易和航运业务作为重点。 除广东省外，很少有律师事务所在同一省份内成 立两间办事处，金杜和大成在山东的业务扩张充分 表明，山东法律市场的地位日益重要。
Shanghai >>
Miami law firm opens Shanghai office
T
he recent expansion of US firm Diaz Reus & Targ is evidence that firms still perceive significant growth opportunities in emerging markets, particularly in the BRIC nations. The firm has opened an office in Shanghai, following the establishment of its Brazil office in June this year. Leading the Shanghai office are partners Robert Lee and Adam Ehrlich. Diaz Reus & Targ is an international litigation and transaction law firm. It is headquartered in Miami and now has 48 lawyers across Miami, Shanghai, Frankfurt and Dubai, and three offices in Latin America. The firm has had a presence China through an affiliation with Shanghai firm Hi-Jion for several years. During
this time, the firm has noticed growing volumes of business from China-based clients. “The strength of China’s economy and our increasing deal flows involving China necessitate the opening of our Shanghai office,” said Lee. “We are seeing a pattern of trade relations occurring within the private and government sectors.” Lee is confident that Diaz Reus will experience substantial growth in the areas of M&A, project financing, international arbitration and currency transfers. As the bilateral trade volume between China and Brazil has grown tremendously in the past few years, having offices in both countries presents a good opportunity for the firm. ISSUE 6.7
NEWS | news >>
presence “Companies in Shandong have plenty of demand for legal services, especially for high-end and sophisticated services,” says Huang Tao, a partner of King & Wood. “Having a strong service capacity on the ground enables us to work more efficiently and helps save costs for our clients.” The two offices in Shandong will work as an integrated team to service clients throughout Shandong. Dacheng's two offices in Shandong will have different focuses. Its Jinan office handles mainly general corporate, banking and finance, insurance and real estate matters. As Shandong has the highest density of large state-owned enterprises (SOEs), helping them with restructuring and transactions is also an increasingly important part of the office’s routine work. Its new Qingdao office, on the other hand, will have an emphasis on foreign investment, international trade and shipping practices. It is rare for national firms to have two branch offices in the same province, and the expansion of King & Wood and Dacheng in Shandong spells out the growing importance of this nascent market.
us report Davis Polk to close Frankfurt base Davis Polk & Wardwell will close its 18-year-old Frankfurt office on August 31 following the imminent retirement of the office’s longtime resident partner, Patrick Kenadjian. News of Kenadjian’s plans to retire coincided with the departure of the office’s designated successor, London-based partner Harald Halbhuber, who decided to leave the firm for personal reasons. The Frankfurt office, which was launched in 1991, has long focused on cross-border securities and M&A work. The firm has offered alternative positions to the two associates and a counsel who are based at the Frankfurt office. Credit crunch continues to bite US firms are still floundering as a result of the economic crisis, with both McDermott, Will & Emery and Weil Gotshal & Manges the latest arrivals to the ever-increasing firm layoff list. McDermott is cutting 25 lawyers and 47 staff members, while Weil Gotshal is laying off 79 support staff across its US offices. Weil Gotshal has not yet made cuts in the international offices, but management has reportedly suggested that another redundancy consultation could be under consideration. McDermott has said it will offer a “comprehensive” severance package covering benefits, career counselling and the establishment of a fund to help those who face economic hardship
after they leave the firm. Kilpatrick Stockton also recently announced that the firm will cut associate salaries by 10%. Cleary looks for London expansion US firm Cleary Gottlieb Steen & Hamilton has its sights set on London growth, particularly in regards to the firm’s City dispute resolution practice. Having recently relocated New York partner Jon Blackman to the City office to build up the litigation practice, Cleary hopes to expand its new office through a combination of lateral hiring and organic growth. Cleary confirmed that the new focus on London was partly due to client demand and follows in the footsteps of another US firm, Milbank Tweed Hadley & McCloy, which also recently boosted its commercial litigation practice in London. Squire Sanders and Dentons mull alliance Squire, Sanders & Dempsey recently entered merger discussions with Denton Wilde Sapte, cementing its desire for a transatlantic tie-up. Although the proposed union has not yet been discussed at partner level within Dentons, the two firms have held discussions regarding a merger at management level, with hope that a deal could be put together this autumn if the talks proceed well. The merger would see Dentons broaden its coverage in emerging markets while Squire Sanders would be able to widen its UK and European capabilities.
迈阿密律师事务所 成立上海办事处
美
国达瑞律师事务所好新兴市场的发展机会。近 日该所在“金砖四国”中的两个国家同时开设代 表处 – 分别位于为巴西的圣保罗和中国的上海。 达瑞总部位于美国迈阿密，并在阿联酋，德国， 拉丁美洲设有分支机构。该所目前共有6个分支机构 和48位律师，主要为国内外客户提供全方面的新颖 的及低成本高效率的诉讼和非诉法律解决方案。 该所新上海代表处由合伙人Robert Lee 和Adam Ehrlich负责。Lee表示对律所在中国的并购，项目 融资，国际仲裁等业务的发展前景非常有信心。在 上海代表处设立前，该所已通过与上海恒杰律师事 务所签订合作协议，为其客户在中国提供法律服 务。Lee 表示：“在中国经济增长和中国相关业务持 续增加的推动下，我们决定成立上海办事处。” 在过去数年内，随着中国与巴西之间的贸易额大 幅增长，对达瑞而言，在两国均设立办事处有助于 把握业务良机。
www.legalbusinessonline.com
ROUNDUP • Gibson Dunn & Crutcher is set to launch an office in Sao Paulo. The firm will relocate New York corporate partner Lisa Alfaro to Brazil, along with one associate, but the move is yet to gain approval from the Brazilian Bar • Philadelphia-based employment partner John DiNome has decided he will no longer run against Reed Smith’s veteran chief, Greg Jordan, for the position of global managing partner and chairman of its executive team. This leaves Jordan free of competition to continue his nine-year run at the helm of the top-25 US firm • Baker & McKenzie has appointed Mark Carter (formerly of Allen & Overy) as the firm’s new chief financial officer. Carter will join Bakers in September and takes over from Arthur Ferry, who is leaving the firm after two years in the role
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NEWS | news >>
Update >>
US >>
Dacheng breaks into the US market
Regulatory Supreme Court Interpretation Brings Major Changes to China’s Contract Law
O
n April 24, 2009, 10 years after the PRC Contract Law was adopted, the Supreme People’s Court of China issued the Interpretation of Several Issues Concerning the Application of the “PRC Contract Law” (2) (“Interpretation”). Some of the clarifications brought by the Supreme Court have a major impact on business contracts. The regulation of standard form clauses is one such area. Under Article 39 of the Contract Law, a party that provides standard form clauses has the obligation to draw the other party’s attention to limitations and exclusions of liability and explain them on request. The Interpretation clarifies how this obligation may be satisfied: if the drafting party uses language, signs, script or other means that sufficiently draw the other party’s attention to the relevant clauses, and gives explanations requested by the other party, the requirement of Article 39 is deemed satisfied. Companies that conduct business in the PRC should review their standard form contracts and highlight relevant clauses accordingly. To reduce the risk of disputes, companies should consider including an explicit acknowledgement by the other party that it has received all explanations it requested in their standard forms. Liquidated damages clauses are another potential source of disputes. The PRC Contract Law does not recognise the concept of liquidated damages, but treats them as penalties, which courts may increase if they are lower than the actual loss or reduce if they are “excessively” higher than the actual loss. The Interpretation determines how courts may exercise this power: (1) liquidated damages may only be increased up to the amount of the actual loss, and no further claim for losses may be allowed; (2) the court may deem liquidated damages “excessively high” if they exceed the actual loss by 30%; and (3) when reducing excessively high liquidated damages, the court must take the actual loss as its starting point, but must also consider other factors such as performance of the contract, the degree of each party’s fault and expected profits, and make a decision “weighing the principles of equity and good faith”. This provision makes the outcome of disputes over liquidated damages clauses somewhat more predictable than before. When the effectiveness of a contract is subject to government approval, the contract party in charge of the approval process can often prevent the contract from becoming effective, if it no longer wishes to be bound by it. The Interpretation now allows PRC courts to authorise the other party to carry out government approval procedures when one party fails to do so. When faced with obstructive tactics by their counterparty, companies should consider applying for this remedy.
Written by Hans-Günther Herrmann, counsel Tian Tian, summer associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong Email: hherrmann@paulweiss.com Ph: (852) 2536-9933
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Hans-Günther Herrmann
T
he new wave of opportunities in the US for PRC companies to buy good assets at good prices has driven China’s largest law firm, Dacheng Law Offices, to establish itself in that key market. Dacheng has opened a branch office in Los Angeles and entered into a strategic alliance with Matthews Wilson and Hunter (MWH), a boutique California law firm with offices in Los Angeles, California and Frankfurt, Germany and affiliated offices in Washington DC. Through the strategic alliance, Dacheng's LA office aims to extend the firm's global reach and make quality legal services more accessible to Mainland clients in the US market. “Dacheng and MWH both recognise the importance of growing an international platform. MWH's mission and market development plans align with ours and they have the resources and standing to meet Dacheng's requirements,” said Xiao Jinquan, senior partner of Dacheng. “Setting up an office in the US makes our legal services more accessible to Chinese locals living in LA.” Dacheng’s LA office, the firm’s first US branch, is headed by partner Xiao Ling. The firm now has 22 domestic branches and four overseas, as well as alliances in more than 12 countries. Earlier this year, the firm set up an office in Singapore (JV) and Taiwan. In the near future, the firm plans to expand its presence in the US by adding offices in New York and other areas. Meanwhile, the newly forged relationship enables MWH – led by partner Leodis Matthews, Donald Wilson and Naren Hunter – to add China to its global platform. In recent years, many PRC law firms have come to realise the need to break into global markets and have forged many international alliances. The strategic alliance between King & Wood and Australian firm Gilbert + Tobin, the strategic alliance between McDermott Will & Emery and Shanghai Yuan Regional >>
Linklaters reinforces China practice
F
ollowing Zili Shao’s promotion to Asia managing partner, Linklaters has appointed Marc Harvey and Celia Lam as the new joint China managing partners. The appointments take effect immediately and are for a period of four years. Harvey has been head of Linklaters’ Hong Kong office since 2004 and will continue in his capacity as head of the firm’s regional litigation and arbitration practice. Marc Harvey Lam has been head of the firm’s Beijing Linklaters office since 2004 and will continue to be a member of the corporate and capital markets practices in China. She was awarded International Dealmaker of the Year at the 2008 ALB China Law Awards. “Joint managing partners have been appointed to integrate the China region even further and Celia Lam provide a comprehensive and seamless offering Linklaters to our clients,” said Zili. For the past 10 years, ISSUE 6.7
NEWS | news >>
Update >>
International Tax OECD publishes report on building transparent tax compliance with banks
I Da (MWE China) and the establishment of the Sino-Global Legal Alliance are just a few of the manifestations of the urgent need for PRC firms to have multi-jurisdiction capabilities.
大成宣布美国发展计划
近
期，多家国内公司在美国以低廉价格收购优质资产。在收购浪潮的推动下， 作为中国规模最大的律师事务所，大成把握时机，进入美国市场。 大成美国第一家分支机构于近日在洛杉矶正式揭牌。洛杉矶分所现由合伙人肖 玲主管，将承担起开拓美国市场和协助中国客户在美获得法律服务的使命。同时 该所与加州律所Matthews Wilson & Hunter达成战略联盟。MWH 是加州的小型律 师事务所，在加州洛杉矶和德国法兰克福设有办事处，在华盛顿特区设有附属办 事处。双方约定在推广法律服务、推荐客户和提供特定的国际、国内法律服务方 面进行合作。大成还宣布将于未来一、两年内在纽约开设分所。 最新的ALB 50调查结果显示，该所已超过金杜成为全中国最大规模的律所，同 时在亚洲地域规模排名第二位，仅次于国际所贝克•麦坚时。目前，该所共有835 位执业律师以及27家分支机构 （其中包括境内23家和境外4家）。今年初，大成 在新加坡和台湾成立分支机构。 近年来，众多中国律师事务所成功涉足全球市场，建立诸多国际业务联合。其 中包括金杜与澳大利亚 Gilbert + Tobin 律师事务所的业务联合、McDermott Will & Emery 与上海元达律师事务所的战略联合、以及中世律师联盟，均充分体现中 国事务所对跨司法管辖地服务能力的强烈渴求。
with joint managing partners he was the managing partner of the firm’s China practice. His appointment as the head of the firm’s Asia practice started on 1 May 2009, replacing Giles White who has joined Jardine Matheson as group general counsel. Linklaters currently has 176 lawyers, including 33 partners, across its Beijing, Shanghai and Hong Kong offices.
年利达任命新大中华区联席管理合伙人
在
晋升前大中华区管理合伙人邵子力为亚洲区管理合伙人后，年利达任命香 港办公室管理合伙人Marc Harvey以及北京管理合伙人林楚丽为大中华区 联席管理合伙人。此次任命立即生效，任期为四年。 Harvey 自2004年担任年利达香港办事处主管，接受新任命后仍保留原职，同 时担任事务所地区诉讼和仲裁业务的主管。 林楚丽自2004年担任年利达北京办事处主管，将继续参与中国的公司和资本市场业 务。她曾荣获2008年《亚洲法律杂志》中国法律大奖的“年度国际交易律师”奖项。 邵子力表示任命联席管理合伙人旨在加强年利达大中华区业务的进一步整 合，以确保北京，上海和香港三地的团队更加紧密合作，为客户提供更全面和 有效的服务。 目前，年利达在大中华区共有176位律师，其中包括33位合伙人。
www.legalbusinessonline.com
n January 2008 the OECD Forum on Tax Administration published a report, Tax Intermediaries, setting out the way in which tax administrations could better organise their relationships with tax advisors and taxpayers. It left for further study two taxpayer groups that it felt posed a significant risk to tax systems: High Net Worth Individuals and Banks. In June 2009 OECD published its further reports on these two groups of taxpayers, following the fifth meeting of the Forum on Tax Administration, which took place in Paris on 28 and 29 May 2009. The purpose of the banking study is to deepen understanding of banks’ involvement (direct or indirect) in aggressive tax planning, and to identify the benefits to both revenue authorities and banks from an ‘enhanced relationship’. The report examines complex structured finance transactions and how they are developed by banks, the controls that are in place as they are developed and how they are then used by both banks and their clients. By having a better understanding of these products the report argues that revenue bodies will be better able to distinguish those products that pose a tax risk. The report explores ways in which revenue authorities can develop a better understanding of the way that banks operate, recognising the difficulties posed, not least because banks operate across borders whereas revenue authorities are national organisations. The report looks at ways in which revenue authorities can obtain real-time information about what banks are doing through disclosure regimes and the availability of rulings or clearances on actual or proposed transactions. The report comes up with a long list of recommendations for both revenue authorities and for banks themselves. The report also sets out a number of ‘good practice’ recommendations for the banks. These include: • the bank’s internal tax department’s decision not to proceed with a transaction should not be overridden without escalation of a decision to the CEO or board • banks’ internal tax departments are encouraged to provide a greater degree of transparency in the governance of complex structured finance transactions (CSFT) implemented both for clients and on the bank’s own account • all banks should ensure that they have appropriately skilled and trained staff to review CSFTs for clients • in setting their business strategy, banks should consider the benefits of an enhanced relationship with revenue bodies including early certainty, reduced compliance costs and reduced reputational risk As part of this relationship, banks should share their views with revenue bodies on tax risk assessment for products or services where there is potential for uncertainty.
By Debbie Annells, Managing Director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong www.azuretax.com, a member of AzureTax Group (Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370, (Fax) +852 2122 9209 Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation.
Debbie Annells
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news in brief >>
Regional >>
Appleby targets niche market Appleby has opened another office in Victoria, the capital of Seychelles, less than a month after announcing its merger with Dickinson Cruickshank. Former chairman of the Seychelles International Business Authority, Conrad Benoiton, was appointed managing director of its Seychelles corporate services division. Hong Kong managing partner Francis Woo commented that the launch was prompted by growing economic relations between Asia and Seychelles. “Seychelles has become more popular in Asia over the past few years,” she said. The firm aims to capture a stake in the niche market by serving clients who invest in Asia and India and also extending its level of service to emerging economies.
Baker & McKenzie frank about 11% China layoffs
Appleby 涉足细分市场
Appleby 宣布与 Dickinson Cruikshank 合并一个月后， 又在塞舌尔首都维多利亚成立办事处。塞舌尔国际商业 管理局（SIBA）前主席 Conrad Benoiton 出任 Appleby 企业服务业务部执行总监。 香港办事处主管合伙人 Francis Woo 表示，亚洲与塞 舌尔之间不断深化的经济联系是新办事处成立的主要推 动因素。她表示：“在过去数年内，塞舌尔日益受到亚 洲企业的青睐。” 该事务所旨在通过向亚洲和印度投资的客户提供服 务，从而把握细分市场的份额，同时扩大在新兴经济体 的服务范围。
114 Allens staff volunteer to be cut
In contrast to law firms who chose to sack their staff when the financial downturn hit, Allens Arthur Robinson chose the alternative by offering a voluntary redundancy program. When AAR introduced the program the first time in at least 20 years, more than 100 staff raised their hands. Allens spokesman Chris Fogarty confirmed last week that 114 staff had opted to leave AAR with effect from the end of the financial year. He also reported that it was a “fairly even split” across different practice groups and that it was the choice of some staff to leave for holidays, undertake more study or spend more time with their family, while others in the firm had decided to retire or embark on a new career.
114位安德慎员工自愿接受裁员
在金融危机影响下，有些事务所选择解雇员工以度过难 关，与之相对，安德慎律师事务所则采用替代性举措，向 员工提供自愿裁员计划。拥有20多年经营历史的安德慎首 次引入该计划，超过100位员工表示自愿接受裁员。 安德慎发言人 Chris Fogarty 上周确认，114位员工选择 离开安德慎，于财年年底生效。他还透露，接受裁员的 员工平均分布于不同的业务部门，有些员工离职度假， 有些进入学校深造，有些希望与家人共度更多时间，还 有些员工则决定退休或开始全新的职业生涯。
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R
edundancy in international firms has become the norm in the current environment and their China offices are not immune. According to this year’s ALB50 statistics, headcounts at many leading international firms’ Greater China offices have contracted compared with last year’s figures. Official announcements regarding the layoffs, however, are few and far between. DLA Piper first broke the silence by announcing Asia job cuts in March this year. Now, Baker & McKenzie has announced its plan to cut back 11% of its fee earners, together with a commensurate number of secretarial and support staff, across its Hong Kong, Beijing and Shanghai offices. It has become the first major international firm to be open about its layoffs in China offices. The firm told ALB China that “these difficult measures are necessary to ensure our ongoing financial health in an increasingly competitive environment”. The firm also noted that the current economic climate is proving very challenging for most businesses, including many of its clients. It admitted it is facing one of the broadest global recessions in decades and this is inevitably affecting the legal profession.
Bakers currently has 281 partners and lawyers in Hong Kong and the mainland offices. An 11% cut means around 30 fee earners will lose their jobs, and the rumours are that many of these are at entry level. Meanwhile, the firm also announced five new partner appointments in China. The newly elected partners are Joseph Deng in Shanghai, Barbara Li and Scott Palmer in Beijing, and Eugene Lim and Jennifer Van Dale in Hong Kong. Deng and Van Dale both have a focus on labour and employment law issues, Li on construction and infrastructure projects, Palmer on IP, and Lim on customs, indirect tax and international trade matters. “The new partner appointments reflect the continued growth of our practice across specialist areas, providing us with a solid platform to assist our clients with the challenges they are facing in the current economic environment,” said David Fleming, Baker & McKenzie’s managing partner for Hong Kong/PRC/Vietnam. Although this seemed to contradict the firm’s statement regarding the layoffs, recent changes in Bakers’ China offices do reflect the changing pattern of client demand in the market.
贝克•麦肯思坦言中国办事处裁员措施
有
关国际律所裁员的消息近几个月来已经屡见不 鲜。国际律所在华办事处亦受到一定影响。但 是，今年最新的ALB50统计数据显示，与去年数据 相比，领先国际律所大中华区办事处的人员规模呈 现收缩趋势。可是有关国际律所中国区裁员的公开 信息确是为数甚少。 今年三月，欧华率先打破缄默，成为第一家正式 公布亚洲区裁员计划的国际律所。日前，贝克•麦肯 思则成为第一家率先坦言中国区裁员计划的国际律 所。该所已经宣布将在香港，上海以及北京办公室 范围内裁减11%的律师以及一些秘书和辅助人员。 目前，该所这三个办公室共有合伙人和律师281位。 此次裁员措施意味着约30位律师将失去工作。 该所发言人称：“这是一个很艰难的决定，但是 在竞争日益加剧的环境下，此举措可确保事务所的 财务稳健发展。”
与此同时，贝克•麦肯思还宣布已在大中华区内 晋升五位新合伙人。新合伙人包括上海办事处的 Joseph Deng、北京办事处的 Barbara Li 和 Scott Palmer、以及香港办事处的 Eugene Lim 和 Jennifer Van Dale。 Deng 和 Van Dale 擅长解决劳动和雇佣法律问 题，Li 的业务专长为建筑和基础设施项目，Palmer 的业务专长为知识产权，Lim 则擅长海关、间接税务 和国际贸易事务。 贝克•麦肯思香港／中国／越南主管合伙人 David Fleming 表示：“新合伙人任命体现出专业领域的业 务增长，可为我们提供坚实业务平台，帮助客户应 对当前经济环境下的挑战。” 虽然贝克•麦坚时这次 的中国区人员调整看似相互矛盾，但却反映了目前 市场客户需求的变化。 ISSUE 6.7
NEWS | news >>
Greater china >>
New Greater China MP for Stephenson Harwood J
ohn Gale, managing partner of Stephenson Harwood's Greater China offices, will retire next year after nearly 26 years at the firm, seven of which were spent as managing partner. The firm has announced that Voon Keat Lai will become its new managing partner, effective 1 August 2009. Voon Keat Lai Lai, who has been with the firm since 1991, Stephenson Harwood practises primarily in international corporate finance, commercial contracts and technology and is the current head of business technology. News of Lai's appointment caps off a busy six months for Stephenson Harwood across Asia. In January this year the firm appointed Singapore-based insurance and re-insurance specialist Steven Dewhurst from the Hong Kong office of DLA Piper and global head of aviation, Paul Ng, from Freshfields.
罗夏信任命新管理合伙人
在
罗夏信律师事务所工作了二十六年后，庄贵贤将于明年退休并于近期退任 大中华地区的管理合伙人一职。赖文杰将于2009年8月1日接任管理合伙人 一职。赖文杰于1991年加入该所并于2006年被任命为全球合伙人。赖文杰的专 业是公司及商业法，尤其擅长国际性企业融资、商业合同及科技。他是该所亚 洲的商业科技业务领头合伙人，并于2005年开拓了国际企业融资业务，专注于 协助亚洲公司在海外上市。
Singapore 2009年6月22日新富时海峡时报凯利板指数 开始启用
继
富时海峡时报中国指数后，富时海峡时报系列指数再 添新成员。2009年6月18日，新加坡报业控股(SPH)、 新交所(SGX)及富时集团(FTSE)宣布将共同推出新富 时海峡时报凯利板指数，该指数将于2009年6月22日
正式启用。 2007年12月17日新加坡股票自动报价市场(SESDAQ)变更为凯利 板(Catalist)，旨在建立一个专为亚洲高成长企业设立的高度灵活且 极具活力的市场。为提升在保荐人监督下的上市公司形象，加强凯 利板上市公司价值，同时为了提供一个工具供投资者跟踪凯利板的 表现，新富时海峡时报凯利板指数迎众推出。 新富时海峡时报凯利板指数作为富时海峡时报系列指数的一部 分，是一种包括所有合格的凯利板受保荐公司的指数。该指数启用 时包含于2009年2月27日达到凯利板上市标准的35家受保荐公司， 如亚太战略投资有限公司(Asia-Pacific Strategic Investment Limited)、 中国安利兴集团(China EnerSave Limited)等。该指数将于每年的三 月和九月每半年审核一次，届时所有在凯利板首次挂牌上市和已成 功转为保荐状态的公司将被包括在该指数内。 为促进对新富时海峡时报凯利板指数的历史分析，该指数价值进 行了倒推计算，于2008年9月19日开始新富时海峡时报凯利板指数 为1000点。市场上流通的股票数量(free float)调整将根据富时海峡 时报系列的条规进行，以确保投资者的需要。 和海峡时报指数、富时海峡时报指数一样，新富时 海峡时报凯利板指数价值将会每天实时地在新加坡报业控股 (http://btstocks.asiaone.com/keyIndices.html)、 新交所(http://www.sgx.com)及新交所凯利板 (http://www.sgxcatalist.com)网站予以公布。 同时，富时集团将通过其全球分销系统将新 富时海峡时报凯利板指数向全球的分销商进行 实时通知，该指数每个交易日的收盘价值也将 公布在其网站上(http://www.ftse.com/st)，在富 时集团网站上还有关于该指数合格标准及一般 规则的更多详情。 吳艷娟
吳艷娟 企業事務部法律顧問 Ph: (86) 15901669188 Fax: (65) 6534-0833 E-mail: wuyanjuan@loopartners.com.sg 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
www.legalbusinessonline.com
陶丽
23
NEWS | news >>
news in brief >>
Global >>
Norton Rose announces merger with Deacons Australia N ALB Japan Law Awards 2009
ALB hosted the fifth annual Japan Law Awards in May 2009 at the Ritz-Carlton Tokyo.
It is the night where foreign law firms such as Davis Polk & Wardwell and Clifford Chance were formally recognised for their performance. Outstanding in-house teams and financial organisations including Nikko Citigroup and Morgan Stanley were not forgotten, taking away a combined total of 11 awards. Japan Deal of the Year was awarded to MYFJMorgan Stanley Stake Acquisition deal for being one of the largest outbound investments by a Japanese company structured on a tight timeframe and in a difficult economic climate. The full list of winners can be found at http://jp.albawards.legalbusinessonline.com.
2009年《亚洲法律杂志》日本法律大奖
《亚洲法律杂志》于2009年5月在东京丽思卡尔顿酒店 举办第五届日本法律大奖颁奖典礼。 达维和高纬绅等跨国律师事务所出席颁奖典礼，为其 杰出业务表现接受正式嘉奖。表现出色的内部法律团队 和日兴花旗与摩根士丹利等金融机构亦展露风采，共夺 得11项大奖。 日本年度交易大奖授予MYFJ－摩根士丹利股权收购 交易，此项交易在紧迫的时间要求和艰难经济环境下完 成，是日本公司进行的规模最大的海外投资之一。 如需了解完整获奖名单，请浏览 www.albawards.com。
Laracy Gall splits partnership After five years of partnership, Damien Laracy and Nick Gall, founding partners of Laracy Gall have separated and established their own firms: Laracy & Co, and Gall & Lane. Gall attributed their separation to differences in the focus of the practice. “The other partners and I wanted to focus on our core area of practice. All the lawyers joined Gall & Lane, except for Damien Laracy,” he said. Earlier this year, Laracy Gall announced an alliance with White & Case in an effort to capitalise on the expected rise in insolvencies and restructuring work in the region. The alliance will now continue to operate with Gall & Lane.
Laracy Gall 合伙人分道扬镳
Laracy & Gall 创始合伙人 Martin Laracy 和 Nick Gall 合 作五年之后分道扬镳，各自建立事务所，分别为 Laracy & Co 和 Gall & Lane。 Gall 认为，双方分手的主要原因在于对业务重点无 法达成一致。他表示：“其他合伙人和我希望将工作重 点放在核心业务领域。原事务所所有律师都加入 Gall & Lane，只有 Damien Laracy 除外。” 今年初，Laracy Gall 宣布与伟凯建立业务联合，旨在 充分把握本地区清算和重组业务增长的机会。该业务联 合将由 Gall & Lane 维持运作。
24
orton Rose and Deacons Australia have announced a strategic merger to take effect in January 2010, with the firms re-emerging as the Norton Rose Group. The new firm will retain the existing Norton Rose chief Peter Martyr as CEO, and the chief of Deacons, Don Boyd, as deputy. The new firm will boast revenues of more than AU$860m, and 1,800 lawyers scattered throughout Europe, the Middle East, Australia, China, Indonesia, Singapore and Japan. Norton Rose said it was attracted to Deacons’ strong ties to the Asia-Pacific region. “This move will enhance our international reach and in particular create one of the best-resourced legal practices in the Asia-Pacific region,” said Martyr. “The economic influence in the world is moving eastwards and in order to develop our business we needed a significant expansion in our resources in Asia-Pacific.” For Deacons the merger was based on the “evolutionary scale of the legal industry”, according to Boyd. “We needed to focus increasingly offshore and looking more at Asia,” he said. “Our strategy was to find a firm with a compatible culture and vision and we believe we’ve found that in Norton Rose.”
诺顿•罗氏与澳大 利亚的近合并
诺
顿罗氏与澳大利亚的近律师事务所宣布战略 合并，于2010年1月生效，新事务所名为诺 顿罗氏集团。 诺顿罗氏现任总裁 Peter Martyr 将担任新事务所 首席执行官，的近总裁Don Boyd 将担任副职。新 事务所年收入将超过8.6亿澳元，在欧洲、中东、 澳大利亚、中国、印尼、新加坡和日本拥有1,800 位律师。 诺顿罗氏表示，此次合并主要看重的近在亚太地 区坚实的业务基础。Martyr 表示：“此次合并将进 一步巩固我们的国际化业务，在亚太地区将形成资 源最为丰富的法律服务机构。全球经济的影响正逐 步向东推进，为实现业务发展，我们需要大幅扩张 在亚太地区的业务资源。” Boyd 表示：“的近正努力寻求以法律服务行业前
Meanwhile, the merger will bring an end to Deacons Australia’s ties to sister firm Deacons Hong Kong, which has three offices in PRC. Boyd confirmed the firm is currently terminating its formal 17-year relationship with Deacons Hong Kong. “Deacons is joining Norton Rose, so the general thrust of the work will be within the group. However, there are existing relationships between Norton Rose and Deacons Hong Kong, so collaborative work and referrals could happen,” he said. Norton Rose, with offices in Beijing and Shanghai, is now officially the first major UK firm to take a step further than the usual mass Australian recruitment drive.
Don Boyd, Deacons and Peter Martyr, Norton Rose
所未有的规模实现合并。我们需要更加注重海外市 场，同时更多关注亚洲市场。我们的战略是寻找文 化和远景目标与的近相一致的事务所，我们坚信， 诺顿罗氏符合的近的要求。” 与此同时，合并完成后，的近与姊妹事务所香港 的近的合作关系将会终结，香港的近在中国拥有三 间事务所。Don Boyd 确认，澳大利亚的近目前正 着手终止与香港的近长达17年的正式合作关系。他 表示：“的近正积极筹备与诺顿罗氏合并，主要工 作动力来自事务所内部。不过，诺顿罗氏目前与香 港的近存在业务关系，因此，业务合作和人才推荐 仍可能实现。” 诺顿罗氏在北京和上海拥有办事处，在吸引澳大 利亚法律人才加盟的热潮中，来自英国的诺顿罗氏 率先迈出非比寻常的一步。。 ISSUE 6.7
NEWS | news >>
Guangzhou >>
Longan opens second office in the PRD L
ongan has steadied its footing in the Pearl River Delta region by setting up its second Guangdong office in Guangzhou. “We view Guangzhou to be of strategic importance to Longan. Setting up an office in Guangzhou will strengthen our national network,” said founding partner, Xu Jiali. Longan is headquartered in Beijing and has offices in Shanghai, Shenzhen, Shenyang and now Guangzhou. “We also have plans to open an office in Hong Kong in the near future,” said Xu. “Together with our current offices in Guangzhou and Shenzhen, Longan will have a strong presence and capability in southern China.” According to All China Lawyers Association (ACLA) statistics, the revenues of the legal industry in Beijing, Shanghai, Guangzhou and Shenzhen are the largest in the country, making up
►► Guangzhou legal industry at a glance • By August 2008, there were more than 5,200 lawyers and nearly 300 private practice law firms • 70% of the lawyers hold a bachelor’s degree, 19% have a double degree or a post-graduate degree, and 1% have a PhD • 76% of firms have specialised practice groups • More than 30 firms have set up branch offices in other cities • 14 Hong Kong firms have established representative offices
70% of total revenues for the whole PRC. Among these four cities, Guangzhou was previously the missing link for Longan. Longan is not the only Beijing firm to realise the economic development of the PRD region recently. Lifang & Partners also opened an office in Guangzhou last year, while Han Kun and Zhongyin both established an office in Shenzhen earlier this year.
隆安迈出拓展珠三 角市场的第二步
隆
安律师事务所近日在广州 设立新分所。广州分所是 继深圳分所后，隆安在珠三角 地区的第二家分支机构。此外， 隆安还计划在香港成立分所，以 巩固和完善其在珠三角地区的服 务网络。 隆安高级合伙人徐家力表示：“ Xu Jiali 广州是隆安在珠三角布局的重要 Longan 据点。现在正式被批准的广州分 所与现有的深圳分所及未来的香 港分所，将构成隆安珠三角地区的服务网络。” 徐律师还表示，律师协会统计资料显示北京、上 海、广州和深圳的律师收入占全中国律师总收入的 70%以上。随着在上述城市的布局和发展战略的完 善，隆安总体业务将迎来新的机遇。 隆安并非唯一一家成功开拓珠三角业务的北京事 务所。去年，立方律师事务所在广州成立办事处， 汉坤和中银则在今年初成立深圳办事处。
Firm Profile
Lifang
China Enhances IPR Protection in Expos
A
s China’s exhibition industry rapidly develops, intellectual property issues have become a focus of attention. In the past, as there was no administrative regulation, exhibition organisers’ rules were the main means of protecting intellectual property. However, these rules were, in fact, agreements between the exhibitors and organisers and had inherent faults in practice. It was common for IP rights holders to lack effective protection, while exhibitors were sued maliciously by competitors, with IPR protection becoming a headache for rights holders, exhibitors and organisers. In recent years, Chinese governments at different levels have strengthened IPR protection at trade fairs and exhibitions. The Measures for the Protection of Intellectual Property Rights During Exhibitions, which is the only national statute governing this field, took effect on 1 March 2006, and
www.legalbusinessonline.com
has been followed by a number of local regulations. For example, in Beijing and Yiwu, a Zhejiang city with a flourishing exhibition industry, measures for IPR protection at trade shows and fairs came into effect in 2008. The 2008 government agenda of Guangzhou, the venue of the China Import and Export Fair (Canton Fair), and Shenzhen, China’s foremost special economic area, both contained trade show IPR protection legislation and the two cities are expected to announce their regulations this year. National and local regulations provide the rules for lodging complaints of IPR infringement and for protecting patent, trademark and copyright during exhibitions, and they specify the relevant legal liabilities for infringement. Local regulations provide more detail on the duty of competent government departments and fair organisers according to local practice. It is understood that Shenzhen has also written into its
impending statute a provision to enhance IPR protection at overseas fairs. Rights holders should be advised that timely IPR protection during trade shows depends on the submission of complaint documents in accordance with regulations. For overseas rights holders, licences and powers of attorney should be notarised and attested in advance. Lifang & Partners Law Firm is a trade show IPR litigation veteran, and has had an input in the drafting and amending of a number of local regulations. In our opinion, these new regulations will speed up the processs of dealing with IPR complaints made during exhibitions, and will improve evidence preservation procedures. Deng Yao, Partner, Lifang & Partners (Guangzhou Office) Email: yaodeng@lifanglaw.com Tel: 86-20-38109303 Fax: 86-20-38109656
Deng Yao
25
NEWS | deals update >>
Equity Capital Markets List China, Hong Kong 18 June - 15 July 2009 NB: Does not include transactions valued at less than than US$10m, best efforts transactions and private placements
Issuer
Proceeds Amt inc. Over Sold - sum of all Mkts ($ mil)
Issue Date
Currency
Bookrunner(s)
TF Macro Description
China
Bawang International
247.2
26/06/2009
Hong Kong Dollar
"HSBC Morgan Stanley"
Healthcare
China
361 Degree
232.9
23/06/2009
Hong Kong Dollar
Merrill Lynch
Consumer Products and Services
China
KWG Property Holding Ltd
197.4
29/06/2009
Hong Kong Dollar
Morgan Stanley
Real Estate
China
Your Mart Co Ltd
143.3
7/07/2009
Chinese Yuan
United Securities Co
Consumer Staples
China
Guilin Sanjin Pharmaceutical
133.3
29/06/2009
Chinese Yuan
China Merchants Bank
Healthcare
China
Gansu Qilianshan Cement Grp Co
105.3
18/06/2009
Chinese Yuan
Hengtai Securities Co
Materials
China
Duoyuan Global Water Inc
88
24/06/2009
US Dollar
Piper Jaffray Inc
Industrials
China
Zhejiang Wanma Cable Co. Ltd
84.2
30/06/2009
Chinese Yuan
Ping An Ins(Grp)Co of China
Energy and Power
China
China Qinfa Group Ltd
81.3
2/07/2009
Hong Kong Dollar
China Everbright Capital
Energy and Power
China
China Aoyuan Property Group
80.4
10/07/2009
Hong Kong Dollar
"Morgan Stanley ABN AMRO "
Real Estate
China
China Shanshui Cement Grp Ltd
80
15/07/2009
Hong Kong Dollar
Morgan Stanley
Materials
China
ChemSpec International Ltd
72.8
23/06/2009
US Dollar
"Credit Suisse Citi"
Materials
China
VanceInfo Technologies Inc
68.7
9/07/2009
US Dollar
"Citi JP Morgan"
High Technology
China
Xingquan International Sports
49.7
24/06/2009
Malaysian Ringgit
CIMB Investment Bank Bhd
Consumer Staples
China
China Singyes Solar Tech Hdlg
27.6
15/07/2009
Hong Kong Dollar
Industrial Comm Bank of China
Industrials
China
Amber Energy Ltd
21.4
9/07/2009
Hong Kong Dollar
Piper Jaffray Inc
Energy and Power
China
Skystar Bio-Pharmaceutical Co
20.9
30/06/2009
US Dollar
Rodman & Renshaw Inc
Healthcare
Domicile Nation Name
Issuer
Proceeds Amt inc. Over Sold - sum of all Mkts ($ mil)
Issue Date
Currency
Bookrunner(s)
TF Macro Description
Hong Kong
SRE Group Ltd
65.4
29/06/2009
Chinese Yuan
"Deutsche Bank Credit Suisse"
Real Estate
Hong Kong
SRE Group Ltd
64.4
30/06/2009
Hong Kong Dollar
"Credit Suisse Deutsche Bank"
Real Estate
Hong Kong
Xinyu Hengdeli Holdings Ltd
79.8
24/06/2009
Hong Kong Dollar
"JP Morgan Guotai Junan Securities"
Industrials
Hong Kong
Beijing Entrp Water Grp Ltd
32.5
10/07/2009
Hong Kong Dollar
DBS Asia Capital Ltd
High Technology
Hong Kong
Chigo Holding Ltd
25.9
9/07/2009
Hong Kong Dollar
"First Shanghai Capital Sun Hung Kai Securities "
Industrials
Hong Kong
Capital Strategic Invest Ltd
22.4
7/07/2009
Hong Kong Dollar
Get Nice Investment Ltd
Financials
Hong Kong
Kong Sun Holdings Ltd
10.5
18/06/2009
Hong Kong Dollar
Kingston Securities Limited
Financials
Hong Kong
Willie Intl Hldg Ltd
10.1
8/07/2009
Hong Kong Dollar
Kingston Securities Limited
Financials
Domicile Nation Name
CHINA
HONG KONG
26
ISSUE 6.6
NEWS | deals update >>
mergermarket M&A deals update
www.legalbusinessonline.com
27
NEWS | news >>
►► LATERAL HIRES Name
Leaving
Going to
Practice
Location
Li Honghua
Zhongyin
Jinmao Partners
Real estate, Construction
Shanghai
Lin Wei
H&Y
Zhonglun W&D
International business
Shanghai
Alan Linning
JP Morgan Chase
Sidley Austin
Zhou Lihui
Minter Ellison
Mayer Brown JSM
PRC Employment law
Hong Kong
Lina Lee
Clifford Chance
Jackson Woo & Associates (in association with Ashurst )
Corporate finance
Hong Kong
H&Y
Zhonglun W&D
Zhonglun W&D appoints new Shanghai head Beijing-headquartered Zhonglun W & D plans to strengthen its Shanghai office with the addition of new partner Lin Wei. Lin has joined from Shanghai H & Y to head Zhonglun W & D’s Shanghai office, which was established a year ago. Lin Wei Leaving Ping An Insurance’s legal department in Shanghai, Lin joined H & Y in 2001, when the firm was founded. Four years later, he worked and studied in Paris before rejoining H & Y in May 2008. Finally he moved to Zhonglun W & D. Lin attributed his move to his preference for Zhonglun W & D’s focus. “H&Y mainly focuses on shipping, international trade and litigation. I decided to move to Zhonglun W & D because my interest and experience lies in cross-border M&A and international business. Zhonglun also has offices in London and Paris. Given my experience, this is a better fit for me,” Lin said. Lin will help Zhonglun W & D’s Shanghai office develop practices in real estate, banking and finance, international business and M&A. Currently, the Shanghai office has five partners and 15 lawyers. Leading the team, Lin has plans to double the head count by the middle of next year.
中伦文德任命林威为上海负责人
前上海浩英律师事务所合伙人林威律师已加盟中伦 文德律师事务所上海分所，并成为该所上海团队的 负责人。中伦文德上海分所于去年成立，林威的加盟 是中伦文德发展上海业务计划的一部分。 林威于2001年加盟上海浩英，后来到法国巴黎留 学，执业。于去年五月回国再次加盟浩英成为合伙 人。林威表示“浩英主要以海事海商及国际贸易救济 等诉讼业务为主，因此，为了自身涉外以及公司法业 务发展的需要，我决定从浩英转所中伦文德。另外， 中伦文德在伦敦和巴黎都有分支机构，对于有欧洲 背景的归国律师而言，有较大吸引力。” 林威将主要从事房地产，金融和跨国并购等的涉 外业务。中伦文德上海分所目前有五位合伙人及十五
28
Hong Kong
名律师。林威表示该所打算在明年六月之前将上海 团队的律师人数增长一倍。 Zhongyin
Jinmao Partners
Prior to joining Sidley, Linning managed the JPMorgan’s Asia regional compliance department for three years. Before undertaking responsibilities at JPMorgan’s, Linning served for more than four years as executive director of enforcement at one of Hong Kong’s securities regulatory companies. He has more than 20 years experience practising law in Hong Kong. “Recent economic conditions are leadings to increased regulation of the financial markets and financial institutions,” said Bill Fifield, Sidleys’ China region managing partner. Linning will mainly be advising clients on a wide range of contentious and non-contentious matters and compliance issues, regulatory policies and developments, and preventative advice in response the new laws and regulations. Sidley Austin has 1,800 lawyers practising in 16 cities across the globe. Lawyers on the team are qualified to practise Hong Kong, English and US law.
Jinmao recruits Li Hong Hua to save its practice Li Hong Hua has left Zhongyin in Beijing to join Jin Mao Partners in Shanghai. Last month, a group of three founding partners – Mao Guowei, Gu Jinqi and Qiu Weixin – left their young establishment to join the largest firm in Shanghai, AllBright as senior partners. All three lawyers have a focus on their practice areas: the real estate and construction sector. The recruitment of Li, who is also a legal expert specialising in real estate and construction, is undoubtedly a strategic move by Jinmao to replace the leavers and strengthen the said practice areas. Jinmao has offices set up in Beijing and Shanghai. It employs about 50 practising lawyers and has six partners remaining.
盛德吸引摩根大通前亚洲合规主管加盟
金茂凯德吸引李洪华律师加盟
Ashurst hires from Clifford Chance Ashurst has announced the appointment of corporate lawyer Lina Lee as a partner in its Hong Kong affiliated firm, Jackson Woo & Associates. Lee worked for Ashurst in its London office in 1998 and is now rejoining the firm from Clifford Chance Hong Kong, where she used to be a counsel. Lee has extensive experience in corporate finance, including public and private M&A and equity capital markets work, and has acted for global banks and corporate clients. Her recent experience includes advising on the international listing of Silver Base Group on the Hong Kong Stock Exchange, Lenovo’s acquisition of IBM’s computer business and Temasek’s pre-IPO investments in China Construction Bank. Ashurst forged an association with JWA last year, allowing the former to practise law both locally and internationally. JWA’s affiliation with Guantao Law Firm in China also provides Ashurst with a non-exclusive alliance with Guantao. The firms will officially become a single entity in 2011.
基础设施建设领域专业律师李洪华近日离开北京中 银上海分所，并作为合伙人加入上海金茂凯德。 此前，三位创始合伙人茅国伟、顾金其和仇卫新离 开金茂加入上海规模最大的锦天城律师事务所担任 高级合伙人。三位律师的业务专长均为房地产和建 筑领域。李洪华的加盟可帮助金茂凯德弥补合伙人 空缺，并继续巩固其在相关领域的实力。 JPMorgan Chase
Sidley Austin
Sidley lures in JPMorgan’s former Asia compliance head The increasing need for financial regulation and litigation today has prompted Sidley Austin to recruit an experienced practitioner to its Hong Kong team. With 25 years experience in litigation and contentious Alan Linning regulatory matters, Alan Linning has officially relocated his expertise to Sidley.
随着金融监管和诉讼方面的业务需求激增，盛德 国际律师事务所为香港业务团队新增资深法律专 家。Alan Linning 在诉讼和争议性监管事务领域拥 有25年的资深经验，现正式加入盛德成为合伙人。 加入盛德前，Linning 曾担任摩根大通亚洲地区合 规业务部主管达三年。在摩根大通任职前，Linning 在一家香港证券管理公司担任执行主管超过四 年。Linning 在香港拥有20多年法律从业经验。 盛德中国区主管合伙人 Bill Fifield 表示：“在近 期经济环境影响下，金融市场和金融机构将更注重 监管。” Linning 将主要负责为客户提供顾问服务， 内容涵盖各类争议性和非争议性事务和合规问题， 监管政策和发展，以及为应对新法律法规的预防性 建议。 Clifford Chance
Jackson Woo & Associates
ISSUE 6.7
NEWS | news >>
Ashurst 将高纬绅人才招至麾下
Ashurst 宣布，任命公司业务律师 Lina Lee 担任香 港附属事务所－胡家骠律师事务所合伙人。 Lee 于1998年进入 Ashurst 伦敦办事处工作， 现离开曾担任顾问律师的高纬绅香港办事处，重返 Ashurst。Lee 在公司金融（包括公开和私人并购及 股权资本市场事务）方面拥有丰富经验，曾担任跨国 银行和企业客户的法律代表。 近期，她曾为银基集团赴香港联交所上市、联想收 购 IBM 电脑业务部和淡马锡对中国建设银行上市前 私募等交易提供顾问服务。 去年，Ashurst 与胡家骠律师事务所建立业务联 合，实现在香港本地和国际范围内同时开展业务。 由于胡家骠律师事务所从属于中国观韬律师事务 所，Ashurst 亦有机会与观韬建立非专属合作关系。 Minter Ellison
Mayer Brown JSM
JSM hires employment lawyer JSM in association with Mayer Brown has announced the recruitment of PRC foreign lawyer Zhou Lihui. Zhou, who will be based in Hong Kong and will focus on employment matters in Mainland China, has previously worked for Jun He and Minter Ellison, building up their PRC employment teams.
“We were looking for a senior associate who has a lot of experience in PRC employment matters. Zhou fits the bill and we are excited to have her join our team,” said Duncan Abate, head of the employment and benefits Zhou Lihui group at JSM. JSM reports rapid growth in Chinese employment law cases since the new Chinese labour contract law was invoked in January 2008.
孖士打聘请新雇佣业务律师
孖士打（美亚博联盟所）宣布中国律师Zhou Lihui作 为外国法律顾问加盟。Zhou 将在香港工作，业务重 点为劳动法法律事务。此前她曾在君合和铭德所执 业，协助建立中国雇佣业务团队。自2008年1月中国 新《劳动合同法》实施后，孖士打的中国雇佣法律业 务呈现快速增长。 Various
June, Dacheng has again strengthened its IP team in Shanghai. Recently, three IP lawyers, formerly with Shanghai IP firm Watson & Band, joined Dacheng. The three new lawyers are Shao Haitao, Pan Juanjuan, and Lu Yang. They worked with Tao when he was a part-time practitioner at Watson & Band before joining Dacheng. Dacheng currently has more than 90 lawyers in its Shanghai office.
三位知识产权律师加盟大成上海分所
在大成任命陶鑫良教授为上海分所知识产权部负责 人之后不久，又有三位知识产权律师加盟大成。此次 加入的三位律师包括沙海涛、潘娟娟和陆杨。他们此 前均上海华诚律师事务所执业。陶鑫良教授在加入大 成前曾是华诚所的兼职律师。目前，大成上海分所共 有90多位执业律师。
Dacheng
Dacheng Shanghai office adds new IP lawyers Following professor Tao Xinliang’s appointment as the head of IP in Dacheng’s Shanghai office in
Firm Profile
GoldenGate Maintains Outstanding Position in IP Field
G
oldenGate, a full-service law firm with a strong IP practice, has had another remarkable success. The trademark infringement case of RITZ, one of the most famous brand names in the hotel and leisure industry, represented by Tim Meng and his colleague Linda Zhao, was recently recognised by the Supreme People’s Court as one of the top 10 IP court cases in 2008, ranking third overall. A ruling found that three sauna clubs in Shanghai must cease
using ‘RITS’ as their club name because of the similarities between the two marks ‘RITZ’ and ‘RITS’, and pay a damage of RMB600,000 in total. This case was presented before two intermediate courts in Shanghai and the appeal was heard by the Shanghai High Court. The RITZ case was also selected as one of the five best court cases to have been broadcast online in 2008 by www.chinacourt.org, the official website of the Chinese courts. Meng, managing partner of GoldenGate,
GoldenGate
has been involved in a number of well-known and widely publicised IP cases such as the ‘Starbucks’ case in 2005-2006, and was recently selected by the International Who’s Who Historical Society as one of its newest members. Zhao, a partner, heads up the firm’s trademark department. She is considered to be one of the most competent trademark attorneys in China and has represented brands such as Hofbrauhause, Samsung, Spyker, Yoplait and Spar.
金阙所继续在知识产权领域保持领先地位
金
阙，作为一家精通知识产权业务 的综合性律师事务所，取得了又 一个巨大的成功。由孟霆律师和 赵天娟律师代理的“RITZ”商标侵权 案，最近被最高人民法院认定为2008年十大知 识产权司法保护案件之一（排名第三位）。由 于 “RITS” 和 “RITZ” 具有足以造成相关公众混 淆的近似性，三家位于上海的连锁桑拿俱乐部 被判决停止使用“RITS”并承担侵权赔偿损失共 计人民币60万元。因三被告位于不同的管辖 区，本案一审分别由上海市两家中级人民法院 审理，二审则由上海市高级人民法院审理并作
www.legalbusinessonline.com
出终审判决。此外，“RITZ” 案还被中国法院网 评选为2008年度网上直播五大好案件之一。 孟霆律师是金阙律师事务所主任，曾代理 过很多极具影响的知识产权案件，例如20052006年度的星巴克案。孟霆律师最近还当选为 International Who’s Who Historical Society的最新 成员。赵天娟律师为金阙律师事务所合伙人，同 时担任商标部负责人。赵天娟律师为金阙律师事 务所合伙人，同时担任商标部负责人。赵律师代 理知名商标还包括 “Hofbrauhause”、“Samsung” 、 “Yoplait”、“Spar” 以及 “Spyker” 等，被认为是 新一代最富有活力的商标律师之一。
GoldenGate Suite 2312, The Spaces International Center, No.8 Dongdaqiao Road, Chaoyang District, Beijing, China 100020 Tel: +8610 5870 2028 Fax: +8610 5870 2026 E-mail: mail@goldengatelawyers.com Website: www.goldengatelawyers.com
北京市金阙律师事务所 北京市朝阳区东大桥路8号尚都国际 中心A座2312室 电话：+8610 5870 2028； 传真：+8610 5870 2026 邮件: mail@goldengatelawyers.com 网址: www.goldengatelawyers.com
Linda Zhao
Tim Meng
29
FEATURE | alb China 20 >>
ALB China
China’s largest law firms ALB China provides an annual review of the country’s largest 20 law firms and landmarks in their development in the past 12 months.
►► ALB China 20: Methodology
• ALB China makes every effort to ensure firms likely to appear in the ALB China 20 are contacted • Firms were requested in early June 2009 to provide accurate data promptly • PRC firms need to have at least two offices in different provinces (before June 2009) to be able to qualify for the ALB China 20 • International firms are ranked by the total number of lawyers and partners in their mainland offices • The arrows in the ranking column show numerical changes compared with last year but in no way indicate a qualitative change
S
ome people say good things come in small packages. This may be true in many respects, but for China’s fast developing legal industry it is not necessarily the case. For many Chinese companies going global, large law firms have attractive offerings. An emerging pattern of the legal industry reveals that large firms continue to gain a growing share of the high-end corporate legal services market. In recent months, Ping An hired Beijing-headquartered Deheng Law Offices to advise on its US$1.5bn acquisition of Shenzhen Development Bank; Lumena Resources engaged Grandall to assist in its US$149m IPO in Hong Kong, Sichuan Tengzhong
30
sought out Jun He for its proposed acquisition of Hummer from General Motors; Fujian-based 361 Degrees and Guangzhou-based BaWang both launched IPOs in Hong Kong in June, turning to Tian Yuan and King & Wood respectively for legal advice. All these firms are in the list of this year’s largest law firms in China. Many of the ALB China 20 firms share a common theme: an expanding client base and a greater range of legal needs have driven the growth of their practices as well as their geographical reach. Even in the past 12 months, when law firms worldwide are downsizing their operations, these 20 firms have grown in size and capability. Leading the pack this year is Dacheng, which has taken over King & Wood to be the largest firm in China. Linklaters has become the largest firm in the UK by revenue, edging marginally ahead of Freshfields Bruckhaus Deringer. Dacheng has achieved the most significant expansion in the past 12 months. Compared with the same time last year, the firm’s lawyer headcount has increased by 280 to a staggering 835, and has added 13 new offices, including three overseas, to its service network. Seven other firms in the ALB China
20 list have also expanded to new locations to enhance their offerings to clients and tap into new markets. Zhong Lun opened a new office in Wuhan, Longan opened in Guangzhou, Zhongyin opened in Shenzhen, and Guantao opened in Xiamen, Hong Kong and Tianjin, just to name a few. “Our view is that Guangzhou is of strategic importance to Longan. Setting up an office in Guangzhou will strengthen our national network and contribute to our revenue growth,” says Longan’s founding and managing partner, Xu Jiali. The Beijingheadquartered firm now has offices in Shanghai, Shenzhen, Shenyang and Guangzhou, and is planning to open an office in Hong Kong in the near future. These large firms owe much of their growth in headcount to the establishment of new offices. In many cases, a firm sets up its presence in a new market by acquiring a local firm or a local team. Having offices in more cities simply gives a firm the ability to recruit a wider array of talent and skills and quickly gain connections in the new markets. When King & Wood established its Qingdao office through acquiring a local team from Shandong Mingfeng law firm, it instantly added more than 20 lawyers to its total headcount. ISSUE 6.7
FEATURE | ALB China 20 >>
u ALB China 20 : China Firms
pq
Rank
Firm
Managing partner
Total partners
Total lawyers (ex. partners)
Total lawyers & partners
Total number of offices
Head office
p
1
Dacheng
Wang Zhongde
332
503
835
28
Beijing
q
2
King & Wood
Wang Ling/Wang Junfeng
190
610
800
16
Beijing
=
3
DeHeng Law Offices
Wang Li
85
590
675
14
Beijing
q
4
Grandall
Multiple
102
317
419
10
N/A
q
5
Jun He
Xiao Wei
78
260
338
7
Beijing
=
6
AllBright
Multiple
71
244
315
5
Shanghai
p
7
Longan
Xu Jiali
50
250
300
5
Beijing
p
8
Zhong Lun
Zhang XueBing
88
208
296
6
Beijing
=
9
Kangda
Fu Yang
55
227
282
11
Beijing
New
10
Zhongyin
Zhao Zenghai
36
226
262
16
q
11
Guanghe
Tong Xin
82
166
248
3
p
12
Zhonglun W&D
Zhang Derong
35
180
215
11
Beijing
p
13
Guantao
Cui Liguo
43
156
199
10
Beijing
=
14
Jincheng Tongda & Neal
Tian Yu
55
123
178
7
Beijing
New
15
Global Law Offices
Liu Jinrong
40
110
150
2
Beijing
q
16
Tian Yuan
Wang Lihua
36
114
150
2
Beijing
=
17
King & Capital
Tian Wenchang
39
106
145
4
Beijing Beijing
Beijing Shenzhen
q
18
Fangda
Gao Yang
27
107
134
2
New
19
V&T
Multiple
49
83
132
3
Beijing
New
20
Hylands
Liu Hong
27
103
130
3
Beijing
u
ALB CHINA 10 International Firms Mainland
Rank
Firm Total
Beijing partners
Shanghai
lawyers
Mainland and Hong Kong
Hong Kong
partners
lawyers
Total
partners
lawyers
Total
Country of origin
China managing partner(s)
1
Baker & McKenzie
98
9
40
8
41
183
43
140
281
US
2
Freshfields
60
4
26
4
26
85
12
73
145
UK
David Fleming Teresa Ko
3
Gide Loyrette Nouel
55
6
23
3
23
12
2
10
67
France
Multiple
4
DLA Piper
54
4
23
5
22
124
24
100
178
UK/US
Multiple
5
Jones Day
54
8
22
5
19
59
13
46
113
US
Multiple
6
Lovells
51
5
13
2
31
63
12
51
114
UK
Multiple
7
Linklaters
49
3
13
2
31
130
28
102
179
UK
Marc Harvey, Celia Lam
8
Paul Hastings
49
3
12
10
24
33
12
21
82
US
Multiple
9
Mayer Brown JSM*
47
6
20
2
14
196
56
140
243
HK/US
Multiple
10
Herbert Smith
44
4
16
3
21
96
15
81
140
UK
Andrew Tortoishell
*JSM has offices in Beijing, Shanghai and Guangzhou (5 lawyers in Guangzhou).
u
ALB China 20 firms with overseas offices
►► ALB China 20 revenue leaders
Overseas offices
1.
Dacheng (RMB500m)
Deheng Law Offices
Paris, New York, The Hague
2.
Zhong Lun (RMB400m)
Dacheng
Paris, Singapore, Taiwan, Los Angeles
3.
Grandall
Guanghe
New York
4.
AllBright
Guantao
Hong Kong
5.
Guanghe (RMB210m)
Grandall
Hong Kong
6.
Jincheng Tongda & Neal (RMB164m)
7.
Tian Yuan
Jincheng Tongda & Neal
Los Angeles
8.
Hylands
Jun He
Hong Kong, New York
9.
Zhongyin
King & Wood
Hong Kong, Tokyo, Silicon Valley, New York
10.
Global
Zhong Lun
Tokyo
11.
V&T
Zhonglun W & D
London, Paris, Lyon, Riyadh
12.
Guantao
13.
Longan
= 13
Zhonglun W&D
Firm
Note: the offices highlighted in bold were established between June 2008 and June 2009.
www.legalbusinessonline.com
Rankings are according to the revenue figures of the most recent fiscal year provided by these 14 law firms. Only firms that submitted their revenues are ranked. Four firms gave permission to ALB China to publish their approximate revenues.
31
FEATURE | alb China 20 >>
Mergers create new forces
This year’s list of largest 20 firms includes a few newcomers, such as V&T and Zhongyin. Both firms boosted their sizes and rankings by completing a merger. V&T was formed two years ago through a merger between Beijing Tianqing and Guangdong Wanshang law firm in late 2007, and last year a team of lawyers led by senior partner Wang Jihong joined the firm from a well-established construction and infrastructure practice in Beijing. This integration has enabled V&T to form a strong platform across Beijing, Shanghai and Shenzhen. Beijing firms Zhongyin and Zhengtai – both well-established players in capital markets – announced the completion of their merger last June. The new Zhongyin has taken its lead position in capital markets, and is expanding its offerings in other practices, such as corporate, real estate, foreign investment, IP and dispute resolutions. “The merger provides a breakthrough for both firms’ business development,” says Tang Jinlong, Zhongyin’s chief partner. “We’re going to increase the size of our firm significantly and improve our ability to service clients.” The firm currently has 262 lawyers and partners across its 16 offices, but is looking to open more offices in the future. Jincheng Tongda & Neal, which was ranked 14th last year, remains at the same spot. However, the firm’s total number of lawyers has increased by 25, largely due to its merger with NEED International – an established international practice in Beijing, headed by senior partner Lan Lan. The new addition has enhanced the firm’s international offerings and adds new US and international clients to its business. “The merger with Jincheng & Tongda was in the best interests of my international clients, as the firm has a strong national network and resources,” says Lan. “Furthermore, we share a common vision: to become one of the leading home-grown international law firms.”
International expansion goes further The global financial turmoil has provided opportunities for PRC companies to buy good assets at good prices around the world. A sharp increase in the volume and value 32
“The merger with Jincheng & Tongda was in the best interests of my international clients, as the firm has a strong national network and resources. Furthermore, we share a common vision: to become one of the leading home-grown international law firms” Lan Lan, Jincheng Tongda & Neal of overseas investment by Chinese companies has driven large domestic firms to establish themselves in key global markets. King & Wood opened its long-planned New York office in September last year, attributing this expansion to its relationships with a number of US companies and law firms, coupled with China’s outbound investment trend. It serves as a local presence in dealing with many of the firm’s US clients and also provides international support for clients from its home jurisdiction. Following the establishment of offices in Taiwan and Singapore in February and March this year, Dacheng recently established its first US presence in Los Angeles, and on opening day the firm entered into a strategic alliance with Matthews Wilson and Hunter (MWH), a boutique California law firm. This move aims to extend the firm’s global reach and make quality legal services more accessible to mainland clients in the US. “Dacheng and MWH both recognise the importance of growing an international platform,” says Xiao Jinquan, senior partner at Dacheng. “MWH’s mission and market development plans align with ours and they have the resources and standing to meet Dacheng’s requirements. Setting up an office in the US makes our legal services more accessible to Chinese locals living in LA.” In the near future, the firm plans to expand its presence in the US by adding offices in New York and other parts of the country. Guantao set up its first international location in Hong Kong at the beginning of this year, citing that the development was a response to client needs and a strategic move to strengthen its alliance with Jackson Woo & Associates and UK firm Ashurst in Hong Kong. In addition to offices in popular
destinations such as New York, London and Hong Kong, Zhonglun W & D has extended a Chinese firm’s presence to the Middle East for the first time. It has launched a branch office in Riyadh, the capital of Saudi Arabia, which will be led by the director of the firm’s Middle East group, Ahmad Kusayer, and will initially be staffed by local lawyers only. The office will provide legal services to both Chinese clients doing business in the Middle East and clients from the Middle East investing in China. “We are using our commercial connections and our understanding of the market to assist our Chinese clients to enter the Middle East market efficiently without wasting time, energy or resources,” says Kusayer. “Development projects are among our hottest issues so far. Most of our clients have an interest in the growing construction market, mining market and cement market, in addition to oil and oil products, projects and purchases.” With continued efforts to increase their offerings for foreign clients and internationalising domestic clients, many of the largest law firms have hired foreign counsel – a new trend reflecting the growing international business of domestic firms. Jun He and Grandall, for example, have five foreign counsel, and Longan has three. Renowned US criminal defence lawyer Alan Ellis is a newly joined foreign counsel at Longan. Ellis mainly advises companies expanding business into the US on issues ranging from consumer product safety violation to tax delinquency and securities law violation.
International firms face challenges Since the latter half of 2008, redundancies in major international firms have become a fact of life as
ISSUE 6.7
Firm Profile | FEATURE ALB China 20 >>
Longan Law Firm
国家知识产权战略实施后的新形势
国
务院于2008年6月5日发布了 《国家知识产权战略纲要》 （以下简称《纲要》），决定 实施国家知识产权战略。在 《纲要》实施一周年之际，中国知识产权出现 了一些新形势。
一、专利权、商标权的申请量和著作权的 登记量增长迅速。
2008年，全国专利申请量达到828328件，比 2007年增长19%，2009年1到5月，全国专 利申请量就达到326391件。2008年，国家 工商行政管理总局共审查商标注册申请75万 件，比2007年增长85．27％。2008年我国 计算机软件著作权登记量继续保持快速增长 态势，全年软件著作权登记量47398件，同 比增长93.3%。
二、人民法院知识产权案件受理数量显 著增加。
在《纲要》发布后，最高人民法院发布了《最 高人民法院关于贯彻实施国家知识产权战略若 干问题的意见》，以更好的指导全国法院知识 产权案件的审判。2008年，人民法院知识产权
案件受理数量有明显的增长，各级法院审结知 识产权案件27000多件，同比上升32.58%。
改变了“被动挨 打”的局面。
三、以知识产权为主导的行业在经济危机 中逆势而上。
六、中国企 业知识产权 保护走出国 门。
在经济危机的冲击下，全球经济发展放缓，但 以知识产权为核心的高新技术行业却在持续不 断发展。知识产权行业逆势而上，取得了其他 行业所不能达到的业绩。
四、知识产权由保护向运用转化
知识产权权利人对知识产权由单纯的保护发 展为对其充分利用，完成了由保护向运用的转 化，知识产权成果转化速度明显加快，实现了 知识产权保护的目的。
五、中国企业对知识产权的保护由被动 到主动。
中国企业开始越来越重视知识产权的保护，由 过去的被动保护到主动保护，由被动应诉变为 主动起诉。不仅对国内的侵权企业采取法律措 施，对外国企业侵犯知识产权的行为也采取积 极主动的维权措施。在面对国外组织指控侵犯 其知识产权的时候，积极应对，主动维权，
中国企业不仅 在国内积极主 动申请知识产 权的授权和登 记，而且主动 申请国外的专 利，注册商标和版权登记。且在国外以主动 起诉，积极应诉的态度，按照国外的法律去 保护其在国外的知识产权。 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
Zhonglun W&D is working within the Chinese commercial landscape with an in-depth knowledge of the legal system and an experience-driven, pragmatic understanding of the business, social and governmental environment. From our main office in Beijing, we serve clients throughout China, and we are the only Chinese law firm with offices in London, Lyon, Paris and Riyadh. Moreover, our offices in Wuhan and Hong Kong are establishing. As one of China’s largest law firms, our success is based on two strong foundations: our People and our Practice. Our People: Zhonglun W&D comprises over 35 partners and 180 practicing lawyers, and three senior foreign legal advisors. The Firm recruits highly experienced and qualified professionals from the government and business sectors, universities and science institutes. We offer a diverse range of internationally experienced legal experts, who are lawyers fluent in English, Korean, French, German and Japanese. Our Practice: With 11 offices around the world, Zhonglun W&D offers international and domestic clients a comprehensive range of service. Zhonglun W&D’s clients include the China Development Bank, CITICS, CNPC, SINOPEC, China Life Group, Baidu, China Resources, Colliers and Korea Telecom. It also provides legal services in many significant projects of China, such as “Natural Gas Transportation from Sichuan To Shanghai”, “South-to-North Water Transfers”, “2008 Olympic Venue Construction Projects”, “Gala of Nation’s Day 60th anniversary”. Practice areas are as follows:
Corporate and Securities Finance Real Estate and Construction International Investment International Trade Energy
Infrastructure Financing Intellectual Property IT Environmental Protection Tax Litigation and Arbitration
Contact Details: 19/F Golden Tower, 1 Xibahe South Road, Chaoyang District, Beijing, China 100028 Offices: Beijing, London, Lyon, Paris, Riyadh, Hong Kong, Shanghai, Tianjin, Chengdu, Shijiazhuang, Wuhan Tel: (86 10) 6440 2232 Fax: (86 10) 6440 2915/ 6440 2925 Website: www.zhonglunwende.com Email: wanghao@zhonglunwende.com
www.legalbusinessonline.com
33
FEATURE | alb China 20 >>
u
alb 50: asia’s largest firms
Rank
Firm
1.
Dacheng*
2.
Baker & McKenzie
3.
Total lawyers & partners (Asia)
Country of origin
Asia managing partner/chairman(s)
Lawyers (Asia)
Partners (Asia)
Offices in Asia
835
China
Wang Zhongde
503
332
821
US
Poh Lee Tan
574
247
14
King & Wood*
800
China
Wang Ling, Wang Junfeng
610
190
16
28
4.
DeHeng*
675
China
Wang Li
590
85
14
5.
FoxMandal Little
450
India
Som Mandal
400
50
14
6.
Nishimura & Asahi
440
Japan
Akira Kosugi
358
82
1
7.
Kim & Chang
430
Korea
Young Moo Kim
310
120
1
8.
Grandall
419
China
Multiple
317
102
10
9.
Amarchand & Mangaldas
410
India
Shardul S Shroff, Cyril S Shroff
374
36
5
10.
Jun He*
338
China
Xiao Wei
260
78
7
11.
Mayer Brown JSM
336
Hong Kong/ US
Elaine Lo
257
79
7
12.
Nagashima Ohno & Tsunematsu
332
Japan
Kenichi Fujinawa
265
67
1
13.
Allen & Overy
315
UK
Thomas Brown
249
66
9
13.
AllBright
315
China
Multiple
244
71
5
15.
Lee & Ko
312
Korea
Yong Suk Yoon
211
101
2
16.
Allen & Gledhill
310
Singapore
Lucien Wong
196
114
1
17.
Linklaters
300
UK
Zili Shao
249
51
6
17.
Longan
300
China
Xu Jiali
250
50
5
19.
Zhong Lun
296
China
Zhang XueBing
208
88
5
20.
Clifford Chance
292
UK
Peter Charlton
236
56
6
21.
Mori Hamada & Matsumoto
286
Japan
Multiple
205
81
3
22.
Yoon Yang Kim Shin & Yu
282
Korea
Dong-Geul Byun
204
78
3
22.
Kangda
282
China
Fu Yang
227
55
11
24.
Anderson Mori & Tomotsune
263
Japan
Multiple
197
66
2
25.
Zhongyin
262
China
Zhao Zenghai
226
36
16
26.
Drew & Napier
250
Singapore
Davinder Singh
167
83
1
27.
Guanghe*
248
China
Tong Xin
166
82
3
28.
Rajah & Tann
243
Singapore
Steven Chong
126
117
2
29.
Bae, Kim & Lee
242
Korea
Y. S. Oh
242
73
3
30.
WongPartnership
241
Singapore
Dilhan Pillay Sandrasegara
170
71
2
31.
Freshfields Bruckhaus Deringer
234
UK & Germany
Simon Marchant
206
28
6
32.
Jones Day
223
US
Multiple
169
54
7
33.
Shin & Kim
215
Korea
Doo-Sik Kim
155
60
2
33.
Zhonglun W & D*
215
China
Zhang Derong
180
35
11
35.
DLA Piper
204
UK
Alastair Da Costa
154
50
14
36.
AZB & Partners
200
India
Multiple
185
19
4
37.
Guantao
199
China
Cui Liguo
156
43
10
37.
Herbert Smith
195
UK
Multiple
151
44
6
39.
White & Case
195
US
Barrye Wall
150
45
7
40.
Lovells
189
UK
Crispin Rapinet
157
32
7
40.
Luthra & Luthra
186
India
Rajiv Luthra
160
26
3
42.
Morrison & Foerster
186
US
Multiple
135
51
5
43.
Deacons
180
Hong Kong
Lindsay Esler
133
47
4
43.
Khaitan & Co
178
India
Haigreve Khaitan
144
34
4
45.
Jincheng Tongda & Neal*
178
China
Tian Yu
123
55
7
46.
Yulchon
167
Korea
Woo, Chang Rok
125
42
2
47.
Paul Hastings Janofsky & Walker
157
US
Multiple
118
39
4
47.
Global Law Offices
150
China
Liu Jinrong
110
40
2
47.
Tian Yuan
150
China
Wang Lihua
114
36
2
50.
SyCip Salazar Hernandez & Gatmaitan
148
Philippines
Llewellyn Llanillo
104
44
4
*Figures for these firms are worldwide
34
ISSUE 6.7
FEATURE | ALB China 20 >>
market demand has been affected by the global financial crisis. Although China is better positioned than many other countries to ride out the storm, firms’ China offices are not immune. According to this year’s ALB50 statistics, headcounts at many leading international firms’ Greater China offices have contracted compared with last year’s figures. Among the international firms that have the largest presence in China, Paul Hastings has experienced the largest decrease in size, down 50% on last year, when it had 159 lawyers and partners in its Beijing, Shanghai and Hong Kong offices. Baker & McKenzie, Mayer Brown JSM and Linklater have reported marginal reductions in headcounts, while Lovells and Herbert Smith are the only two firms that have seen a slight increase in lawyer numbers. Baker & McKenzie noted that the current economic climate is proving to be a great challenge for most businesses, including many of its clients, and it is facing one of the broadest global recessions in decades, which is inevitably affecting the legal profession.
The current economic climate is proving to be a great challenge for most businesses, including many of the clients, and the firm is facing one of the broadest global recessions in decades, which is inevitably affecting the legal profession. Baker & McKenzie DLA Piper has maintained the same level of staff in Greater China as last year, but its Asia offices have undergone a restructuring in March, in a move where it has made 20 of its Asia-based lawyers redundant. “We are reshaping our resource structure and cost base to better align with current business activity levels as a result of the recent market downturn,” says Asia managing partner, Alastair Da Costa. “We believe such a realignment will enable us to emerge from the downturn in a much stronger position as conditions improve.” While demand in areas such as FDI and capital markets has clearly contracted, the market presents
emerging growth prospects in international arbitration, cross-border M&A, IP and employment practices. Although firms are under pressure financially, their commitment to the Chinese market remains unwavering. A number of firms have relocated lawyers from the West to China and made lateral hires to acquire the skills and expertise that are sought after by clients. The industry has been increasingly forced to rethink the nature of legal practice, whether or not as a direct impact of the global financial crisis, and how it can return to the state of growth that once seemed almost a given. ALB
Q&A with partners of V&T As a newcomer to the largest 20 list, ALB China asks V&T’s partners what makes a large, successful firm 1. How important is the size and geographical presence of a law firm in today’s legal services market? Xu Meng: The numbers of lawyers and branch offices can directly reflect the capacity and overall strength of a law firm. Only when a law firm reaches a certain scale is it able to provide comprehensive and efficient legal service. This is especially true when the clients are large-scale companies. The expansion of law firms is driven by the market. The expansion not only results in a stronger capacity of the main office but also brings more local client resources through branch offices. 2. What are the challenges large law firms have to face today? Wang Jihong: Risk control is a big challenge facing large firms, and expansion is too rapid to allow their internal management systems to be upgraded at www.legalbusinessonline.com
the same time, leading to the outstanding problem of risk control. For example, the lack of a tracking system for conflict of interests can result in circumstances in which different lawyers in the same firm represent different parties with conflicts of interest in a single project; and the lack of a quality control system can give rise to the situation where licensed young lawyers provide legal opinions or handle cases independently without adequate training. 3. How do you ensure quality control while expanding? Li Hong: Our main principle is that we expand carefully on the basis of effective service quality control. For instance, we only establish a branch office when we feel the market is mature. The recommendation and guarantee system that our firm adhered to can effectively control risks in taking in partners and setting branch offices. In each practice, all legal
documents must be reviewed by partners or senior lawyers, and important and complicated cases are discussed both at the team and firm levels. 4. How do you measure a firm’s competence in certain practice areas? Xu Shouchun: The competence of a large law firm in certain practice areas is not only reflected by market ratio, number of high-end clients or client feedback, but also by its contribution to the development of the profession and the nation’s rule of law. V&T has participated in the drafting and revision of laws and regulations and in researches by bar associations and relevant organisations. A number of our partners play a leading role in the Beijing Bar, helping advance the profession’s expertise in securities, supervision of listed companies, banking, construction and real estate, and infrastructure.
35
FEATURE | international trade and WTO >>
A new giant on the block The continued integration of China into the global economy, combined with its increasing willingness to initiate complaints and investigations in trade disputes, will lead to rising demand for legal expertise in international trade and the WTO
D
uring the US election campaign in 2008, President Obama said “America and the world can benefit from trade with China. But trade with China will only be good for you if China itself plays by the rules and acts as a positive force for balanced world growth.” This warning to China has been followed by an increase in international trade disputes between the US and China, both between governments and individual enterprises. Since China only joined the WTO in 2001, law firms here have not had sufficient time to develop quality international trade practices. This lack has become an opportunity for international law firms to provide representation to key Chinese parties during international trade disputes.
Sharp increase in disputes
There has been a marked increase in international trade disputes emanating from China in the past six months. 36
One reason for this upward surge could be the global financial crisis. The economic climate makes trade disputes “more likely,” according to Jeffrey Neeley, partner with US firm Barnes/ Richardson. “Since companies in the US and other jurisdictions are looking for a competitive advantage, using trade remedies can provide a WTO-consistent means of obtaining protection from Chinese products,” he says. The global financial crisis has also seen economies attempt to protect their industry from strong global competition.
“Historically, when the global economy is depressed, there is a surge in trade remedy cases,” says Eugene Lim from Baker & McKenzie. “This is because anti-dumping, countervailing and safeguard proceedings are means for domestic industries to protect themselves from competing imports. This shows the tension between ensuring that domestic industries are shielded from the adverse effects of the GFC and preventing the greater goals of free trade from being sacrificed at the altar of protectionism.”
“After China joined the WTO, we progressed from being a primary school student to a graduate. We now understand the spirit and purpose of the WTO, as well as the principles and rules” Jiang Zhe, Zhong Lun ISSUE 6.7
FEATURE | international trade and WTO >>
In addition, the credit crunch has led to a renewed difficulty for many companies to fulfill their contractual obligations. This struggle is two-sided: not only are companies less able to meet their obligations, but many are unable to allow delayed payments or defer litigation because of the financial climate. “Many companies have breached their trade contracts because of financial problems and market fluctuations, which has brought a dramatic rise in international trade disputes and litigation in China,” says Jin Yulai, managing partner at Shanghai Kai-Rong. The change in US administration has also been cited as a reason for the increased number of trade disputes, since President Obama had taken a strong stance on trade with China during the election campaign. “I suspect that some of these cases – particularly the case filed against off-road tyres – resulted from the domestic [Chinese] industry believing that the Obama administration would take a harder line against Chinese imports,” says Eric Emerson, partner at Steptoe & Johnson.
Fighting back
The other discernable change in trade disputes has been the willingness of China to initiate complaints and investigations. In the past, China had been the subject of many trade disputes, and forced to respond at the WTO and other bodies. But, recently, China has been listed as an appellant for more and more cases. Local firms attribute this development to a newfound confidence within Chinese government and businesses in their trade policies. “We can see the Chinese government more willing to engage in trade disputes now, and I believe this is driven by two reasons,” says Jin. “China is becoming more and more familiar with the WTO rules and has gained a lot of experience in dispute settlement from past cases. The Chinese government is also becoming more and more confident in dealing with these disputes.” In April 2009, the government filed a WTO complaint over a US ban on poultry imports from China, which is the fourth it has filed since 2001. The willingness of China to bring cases before the WTO and challenge www.legalbusinessonline.com
“Many companies have breached their trade contracts because of financial problems and market fluctuations, which has brought a dramatic rise in international trade disputes and litigation in China” Jin Yulai, Shanghai K ai-Rong US and other foreign enterprises in international litigation is seen as a “natural progression” by Lim. “China is starting to mature as a global economic power and a member of the WTO,” he says. “China is seeking to enforce its economic and trading interests within the framework of the WTO. This shows that China is a responsible member of the international trading community and is willing to abide by WTO rules.” China may also have realised that its hesitancy in challenging foreign states at the WTO or other international trade commissions was not discouraging reciprocal attacks. “As time went on, the Chinese government realised that the US continued to be aggressive in its pursuit of cases at the WTO and that China’s lack of counter-actions was having no effect,” says Neeley. “Thus, the Chinese government has now begun to look more closely at violations of WTO obligations by the US and has begun to pursue such actions.”
More expertise needed
Since China has only had eight years in the WTO, domestic firms have yet to build up enough capability to serve the needs of the Chinese government and other enterprises. “I think we are at an early stage of building up the WTO practice area, as there isn’t much need at the moment,” says Xiao Jin, a WTO lawyer at King & Wood. “Currently, the majority of enquiries come from the Chinese government, but I guess this will change inevitably.” Xiao believes that more law firms will develop trade practices as more organisations in the Chinese private sector start to challenge international trade relations. “Some local Chinese industries are not so happy with certain rulings by some foreign countries’ investigative authorities,” he says. “These private-sector clients will need to engage firms to see whether
it’s worth litigating those cases in the WTO.” However, there has been substantial growth of international trade practices in Chinese firms since the country’s accession to the WTO. “After China joined the WTO, we progressed from being a primary school student to a graduate,” says Jiang Zhe, partner at Zhong Lun. “We now understand the spirit and purpose of WTO, as well as the principles and rules.” Neeley acknowledges this changing dynamic of representation in China. “Chinese law firms have made great progress over the past several years in developing expertise in all aspects of trade disputes,” he says. “While foreign firms continue to have particular expertise and experience that is required on many cases, the Chinese firms now share a large part of the legal work on trade dispute matters.” However, Baker & McKenzie has found that a role still exists for international firms in Chinese trade disputes. “There are several PRC law firms that have specialised PRC trade remedy practices,” says Lim. “We have worked with some of these firms on several cases in the past. However, in relation to WTO and international trade disputes that are initiated outside China or in the WTO, PRC firms still lack the network to represent their clients overseas.” It was this shortage that prompted Baker & McKenzie to create an Asian Trade Remedy ‘Strike Force’ led by James Lockett in Vietnam. In addition, the China and Hong Kong offices of Baker & McKenzie benefit from the specialist expertise available in its Geneva, London, Washington and Brussells offices. This growing focus on international trade disputes in China is in anticipation of an increasing number of disputes involving Asian exporters, since the majority of economies in Asia 37
FEATURE | international trade and WTO >>
are export-orientated. As a result, international firms have remained dedicated to maintaining an in-depth knowledge of the Chinese market, regardless of whether they have a local office or not. Hence David Harquist at Kelley Drye & Warren is noted for his understanding of trade policy in China and the firm was active as an advisor in the Chinese Currency Coalition. Similarly, Washington-based Arnold & Porter has been noted for its representation of the Bureau of Fair Trade for Imports and Exports at the PRC Ministry of Commerce in countervailing duty investigations on light-walled rectangular pipe and tube, citric acid and tow-behind lawn groomers from China. The international law firms without domestic offices in China may be at a slight disadvantage in gaining the work of Chinese enterprises and the government, but both Barnes/ Richardson and Steptoe & Johnson acknowledge that strong relationships with local firms have seen both firms receive a lion’s share of the work in China. According to Neeley, Barnes & Richardson choose their local Chinese counsel based on their experience and reputation in the relevant industry. But there is also a certain concern in utilising local PRC firms. “We collaborate with firms in China on trade remedy cases as appropriate,
though we are extremely careful to ensure that our Chinese local counsel is able to meet our standards of legal service,” says. This partnership between international and local firms, where necessary, ensures that the relationship between the two is not a competitive one. “We cooperate more than compete with international firms,” says Jiang. “Chinese clients for WTO and trade matters need both Chinese lawyers with international experience and international lawyers with Chinese experience.” Even firms such as Zhong Lun that have provided advice on numerous international trade issues to the Chinese government admit their need for international counterparts. Nevertheless, local law firms that have dedicated international trade practices find themselves facing an increasing level of competition, both from international firms and domestic rivals. Kai-Rong has focused on international trade issues since the aftermath of the Asian Financial Crisis in 1997. “We compete with both domestic and international law firms for trade clients, and many of these are the top-tier law firms domestically and internationally,” says Jin.
Future directions
The continued integration of China
into the global economy will see its trade relationships become more and more complex. It seems likely that trade disputes will arise more regularly as a result of these complexities. But this does not mean China’s relationship with other countries is becoming more contentious, Lim argues. “Rather, in my view, this will be the result of China and the US interacting on a multitude of trade issues, some of which will be difficult and will have to be resolved before a neutral arbiter.” He maintains that while the global financial crisis is likely to cause more short-term disputes, this is part of the process of the US and the rest of the world, realigning themselves to “cope” with the increasing significance of China. Emerson agrees. “Across numerous product segments, Chinese companies are viewed as the most formidable foreign competitor for any US business based on the sheer volume of their exports and their aggressive pricing,” he says. “China will therefore remain the largest source of trade disputes for the US for many years to come.” It seems evident that whatever the future may hold, Eric Langland at Lehman Lee & Xu believes that, with new confidence and more experience, China will no longer play the role of a “sheepish trading partner”. ALB
“Across numerous product segments, Chinese companies are viewed as the most formidable foreign competitor for any US business based on the sheer volume of their exports and their aggressive pricing. China will therefore remain the largest source of trade disputes for the US for many years to come” Eric Emerson, Steptoe & Johnson
38
ISSUE 6.7
Firm Profile FEATURE | international trade and WTO >>
Kai-Rong
Kai-Rong gains momentum in international trade The growth in international trade disputes in China has seen law firms start to develop their international trade practice in the past couple of years. ALB talks to Shanghai Kai-Rong Law Firm about how they knew to focus on international trade back in 1998.
H Contact: Shanghai Kai-Rong Law Firm Add: Suite 2206-07, Golden Magnolia Plaza, No.1 Da Pu Road, Shanghai 200023, China Tel: 86 21 5396 1065 | Fax: 86 21 5396 1204 E-mail: jinyulai@skrlf.com | www.skrlf.com
►► Large Trade Disputes acted on by Kai Rong Year
Client
Dispute
2002
Astoni Far East Ltd
Appellant case arising from L/C dispute with SAIC
2008
HUB International
Defendant against various suppliers who brought charges against a bankrupt former cooperator
2008
Sri-Trang International
Settled two arbitration cases with domestic buyers with relation to rubber supply disputes
2008
Shanghai Lanzet Appellant for USD7 million claim relating to palm oil supply
2008
a resources trading company
Ore sales dispute of USD10 million
www.legalbusinessonline.com
aving celebrated a decade of success last year, Shanghai Kai-Rong Law Firm is anticipating further strength in the next decade to come. The founder of the firm, Mr Jin Yu-Lai, showed impressive intuition in focusing the firm on foreign-related economic and trade legal services. Back in 1998, international trade practices were virtually unheard of in Chinese law firms, but Mr Jin saw the Asian Financial Crisis as an indicator of the important role that China could play in the world trade market. “I noted from a range of international trade cases that China was less affected [during the 1997 crisis] than other outward economies, and was even gaining some benefits as many export competitors of those countries became bankrupt.” By developing this expertise early, Kai-Rong is well-placed to meet the current shortage in trade practice in China. The speciality of Kai-Rong in international trade litigation and commercial arbitration has proven useful, as the movement towards trade liberalisation in China has given rise to more and more international disputes. “We compete with both domestic and international law firms (in arbitration) for trade clients, and many of them are top tier law firms domestically or internationally,” says Mr Jin. Kai-Rong provides highquality local expertise in a market where many Chinese enterprises are forced to rely upon international law firms for trade representation. Kai-Rong has acted for some high profile clientele in international trade disputes, including Sri-Trang International and Minmax Resources. However, the firm is also reputed for its maritime, aviation, insurance and intellectual property practices. “While keeping our attention on normal trade dispute settlements, we are aiming to play a more important role in commodity trade, to meet China’s growing needs for raw materials,” said Mr Jin. “We expect to keep growing this capacity.” Recently, the firm has taken advantage of its Shanghai location, growing its practice as the city grows into a financial and shipping
centre. Kai-Rong is now in cooperation with a range of banks, trading companies and warehouse supervising companies, domestic and overseas. The firm is also experiencing growth in its Jin Yulai, Kai-Rong commodity finance practices, having represented several well-known international banks in 2008 on deals worth several hundreds of millions of US dollars. Kai-Rong currently operates with five experienced partners, two consultants and nine attorneys. “In the short-term, we are hiring more professionals to strengthen our litigation and arbitration force, to meet our clients’ rising needs,” said Mr Jin. “In the long term, we are planning to expand our practice areas to finance and intellectual property rights, and we are also considering building our service network through cooperation with other law firms, both domestic and international, or even set up our own branch.” The diversified practice of Kai-Rong has also been a blessing during the global financial crisis. The emphasis on trade and commodity financing has not prevented the firm from fortifying a range of other practice areas. “We strengthened our services in arbitration and litigation, and expanded our services in winding up and liquidation, which did help our firm withstand the current financial crisis,” said Mr Jin. By working with a range of international partners, and targeting both domestic and international business, Kai-Rong has been remarkably resilient in during the global economic turmoil. The diversification of the practice of Kai-Rong across corporate management, finance, shipping and aviation, insurance and trade has contributed to this resilience. In addition, Kai-Rong has taken its significant experience in litigation and international trade disputes to develop an outstanding professional reputation, both within China and in the international legal market.
39
FEATURE | legal associations >>
Joining the alliance As the GFC continues to take hold in Asia, many law firms are reaping the benefits of being part of something bigger
I
t’s no secret that legal markets in the Asia-Pacific are among the world’s fastest growing. It seems like every day legal presses are thrown into overdrive, reporting on the birth of new law firms, en-masse partner moves, alliances, mergers and joint ventures. But despite their growth, legal sectors in the region are still viewed by some as the most underdeveloped and isolated, and firms here as the least capable of dealing with the increasingly complex demands of multi-national clients. All are problems with one clear solution, according to some: a policy of expansion by planting one’s flag in each corner of the globe by establishing branch offices. This policy has worked well for some firms in the Asia-Pacific region. From Australia to Singapore and China countless domestic firms have followed their clients into new jurisdictions. But in the face of rising operational costs, a worsening global financial crisis and general economic uncertainty, expansion plans have been put on ice, shelved for more favourable or at least more stable home markets. Enter international legal
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associations. These networks of law firms (and other professional services providers in some cases) offer law firms a viable alternative.
More than just referrals
Ask most lawyers about the utility of being a member of an international legal association and there is a good chance they will tell you it’s all about increasing the amount of inbound referrals. True, according to the legal associations ALB spoke to. Richard Hetke, CEO of ALFA International, goes as far as to say that first and foremost his association serves as a referral network. “Our members expect to receive, and do receive, business referrals from the other 135 member law firms,” he says. But even Hetke stresses there is much more to international legal associations. Today these organisations represent a vital part of the rapidly developing Asian legal services market. In many respects they act as a gateway between East and West, a means by which knowledge, know-how and business development skills can be transferred between developed and
developing markets. International legal associations provide member firms with a wealth of shared resources, the costs of which would normally be prohibitively expensive for smaller firms to bear on their own. “We serve as a resource pooling channel whereby members can tap into the resources of other members,” says Hetke. “We combine to shoulder the cost of large-scale seminars and marketing efforts that would be beyond the financial wherewithal of most individual members.” These resources can range from non-privileged legal research to expert references and client referees, depending on the particular association. For Lex Mundi, membership is about helping firms be the best they can be and practice development is instrumental in this process, says its president Carl E Anduri Jnr. “One of the most important components of Lex Mundi’s strategic plan is professional development. It is unique in this area as it is the only legal network to actually have an in-house professional development team,” Anduri says. “The professional development function has organised programs in the Lex Mundi Institute for four years now and delivers week-long programs aimed at senior associates and junior partners. This year’s programs include a Foundation Management Program for new partners, and two cross-border programs: one for transactions and one for labour and employment. There will be around 70 lawyers participating in the three programs offered through the institute.”
Making connections
While cost minimisation is always an important factor for smaller-sized firms, generating revenues is just as important. Here, international legal association members support each other by offering guidance on optimising organisational structures as well as making the all important introductions to potential clients. “Our network helps member firms manage their own legal businesses,” says Hetke. “We have working groups of managing partners, marketing directors, event planners, and business managers from many of the firms, and they exchange advice, data and experiences on a variety of subjects.” ISSUE 6.7
FEATURE | legal associations >>
Association membership is an invaluable business development resource for the mid-size firm that is looking to increase its regional and international client base, says James Mendelssohn, chief executive of MSI Network. In Mendelssohn’s experience international legal associations also give that extra edge to law firms’ pitches. “Access to global resources provided by an international association opens the door to new business opportunities that would previously have been out of the firm’s reach and enables firms to project a stronger marketing proposition when pitching for work from new clients and when trying to win more business from existing clients,” he asserts. They also provide firms, many of which are in a nascent stage of development, with a ready-made set of contacts who are only a phone call away. “The benefit for Asian firms – many of whom are newer and have fewer contacts than their counterparts in Europe – is that association membership will provide a network of ‘guaranteed’ contacts where none existed in the past. [This is different from the case in] the US or Europe, where many professionals have some historic contacts and simply use a network or association to supplement them,” Mendelssohn says. Member firms substantiate the associations’ claims. Steven Jerrard, a principal with M+K Lawyers, says his firm’s membership of Multilaw has been pivotal to practice development, allowing him to, among other things, generate new business and keep abreast of the latest developments in practice management. “For the lawyers within M+K there are ongoing opportunities to participate in practice groups around the world, which enables them to exchange ideas on best practice, keep up to date with developments in their specific areas of practice and generate further business opportunities for the firm,” Jerrard says. “It means the opportunity to meet new challenges by working for international clients with their different needs from domestic clients, and by participating in the publication of legal material under the Multilaw banner.”
No time like the present
For those firms considering joining www.legalbusinessonline.com
►► major legal associations and their members Country
Lex Mundi
Meritas
MSI Global Alliance
Australia
Clayton Utz
Downings Legal (WA), MacDonnells Law (QLD), Madgwicks (Vic), Snedden Hall & Gallop (ACT), Swaab Attorneys (NSW), Rudkin HItchcock (QLD)
Aitken Partners Clayton Utz (VIC), Johnston Withers (SA), Patterson Houen & Commins (NSW), Taylor Smart (WA), Tucker & Cowen (QLD)
Middletons
China
Jun He
Grandfield
Lehman Lee & Xu
King & Wood
Hylands Law Firm; Liu, Shen & Associates; AllBright Law Offices; Wang Jing & Co
Hong Kong
Deacons
Gallant YT Ho & Co
ONC Lawyers
Lovells
Boughton Peterson Yang Anderson
India
Amarchand & Mangaldas
Khaitan & Co
Chandan Associates; Rajinder Narain & Co
Kochhar & Co; Mulla & Mulla & Craigie Blunt & Caroe
Singhania & Partners
Indonesia
Ali Budiardjo, Nugroho, Reksodiputro
Hanafiah Ponggawa & Partners
Lubis, Santosa & Maulana
Ali Budiardjo, Nugroho, Reksodiputro
Kartini Muljadi & Rekan
Japan
Nishimura & Asahi
Kojima Law Offices
Kojima Law Offices
Nishimura & Asahi
Yuasa and Hara; Kikkawa
Korea
Hwang Mok Park Lee & Ko
Kim, Chang & Lee
Yoon Yang Kim Shin & Yu
Kuwait
Abdullah Kh Al-Ayoub & Associates
Malaysia
Skrine
Zain & Co
Chooi & Company
Skrine
Azmi & Associates
New Zealand
Simpson Grierson
Martelli McKegg; Wells & Cormack
n/a
Simpson Grierson
n/a
Philippines
Romulo Mabanta Buenaventura Sayoc & De Los Angeles
Accra Law
Sycip Salazar Hernandez & Gatmaitan
Accra Law
Singapore
Joyce A Tan & Partners
Sri Lanka
F. J. & G. De Saram
Taiwan
Tsar & Tsai Law Firm
Russin & Vecchi
Thailand
Tilleke & Gibbins
Russin & Vecchi
Vietnam
Pacific Rim Advisory Council
Low Yeap Toh & Rodyk & Goon Davidson
Terralex
Kelvin Chia Partnership
John Wilson Partners
Hutter & Dhira
Lee and Li
Pamir Law Group
Tilleke & Gibbins International
Seri Manop & Doyle
Russin & Vecchi
* This table does not purport to be exhaustive
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FEATURE | legal associations >>
►► OTHER INTERNATIONAL LEGAL NETWORKS WITH MEMBERS IN CHINA Alliance
Member firms
Lawyers Associated Worldwide (LAW)
• RayYin & Partners (Beijing)
“Joining global legal alliances is an effective way for PRC firms to strengthen their international practice. It provides us a good platform to gain knowledge about the global market and the demand of foreign clients, and also rapidly increases our connections in many overseas markets where there is a member firm of the network.”
• Winners (Tianjin) • Sphere Logic Partners (Xiamen) • Wincon (Qingdao)
LawExchange International (LEI)
• Jade & Fountain (Shanghai)
LAWorld
• Huafa (Foshan) • Ng & Shum (Hong Kong) • Zhuhui (Suzhou) • Member firms of Yangtzejiang Legal Network
ALFA International
• Gaopeng & Partners (Beijing)
BridgehouseLaw
• H&Y (Shanghai)
Wang Jun, partner at Gaopeng (ALFA International member firm)
►► REGIONAL ALLIANCES IN THE PRC Alliance
Member firms
Sino-Global Lagal Alliance (SGLA)
• Lovells • Tahota (Chengdu) • Join & High (Tianjin) • AllBright (Shanghai) • T & C (Hangzhou) • Guangda (Guangzhou) • Huashang (Shenzhen) • Deheng (Qingdao) • Solton (Chongqing) • Dewell (Wuhan) • Tongfang (Liaoning) • Tenet & Partners (Xiamen) • Tiantong & Partners (Beijing) • An,Tian, Zhang & Partners (Beijing)
The SGLA was launched in September 2007 in response to growing demand from Chinese and foreign clients for strong, coordinated domestic and international legal support covering a number of Chinese cities as well as markets outside China. It provides unparalleled international and domestic legal services capability comprising more than 1,200 international and domestic lawyers.
The Grand Compass Law Alliance
• East Associates (Beijing) • United (Shanghai) • Zhangying (Tianjin) • Xingquan (Chongqing) • Shenyang (Liaoning) • Jianzhong (Inner Mongolia) • FD Yongheng (Nanjing) • Sincere Partners (Shenzhen) • Qindao (Qingdao) • Kebei (Taiyuan)
The Grand Compass Law Alliance is a national legal service platform established in 2004. The alliance consists of nine member firms from different cities and has a total number of 800 lawyers. The alliance enables collaborations between members to deliver multi-region solutions for clients’ needs.
Yangtzejiang Legal Network
24 Chinese law firms from all major commercial centres and Hong Kong Firm Ng & Shum
The YLN, covering 28 cities in China, is a loose affiliation of law firms established in 1994 – it was one of the first legal networks in China. Recently, in a major move to enhance the business opportunities for member firms and their clients, it joined forces, through a formal cooperation, with international legal network LAWorld.
Perfectus Alliance
• PC Woo & Co (Hong Kong) • Zhong Cheng Ren He (Jinan) • Winners (Tianjin) • Topchoice (Nanjing) • Zhong Yuan (Zhong Shan) • Tian Run Hua Bang (Chengdu) • Yang Ji Hua (Chengdu) • Asian-Pacific Time (Zhuhai) • Chuangtai (Kunming) • FONG Kin Ip/ LEONG Chak Po/ Jose LIU (Macau) • Simon Shang & Partners (Shanghai)
Established in 2005, Perfectus is an alliance of law firms in Hong Kong, Macau and Mainland China. It is headquartered in Hong Kong, and its development is coordinated by Hong Kong firm PC Woo & Co.
Note: member firms highlighted in bold are new members of the alliances that joined in the past 12 months.
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HEARD IN CHINA
“To be able to join an international alliance and leverage the resources of the alliance, PRC firms must have an established international business group and proven ability to work with clients and firms from developed markets…Domestic clients’ need for legal services in overseas jurisdictions, when they invest into foreign markets, has also become an increasingly important driver for PRC firms to join international alliances.” Simon Bai, partner at Winners (a member firm of both Lawyers Associated Worldwide and Perfectus Alliance)
“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 we belong to: Lex Mundi [PRC member – Jun He] and PRAC [PRC member – King & Wood]. That means our firm has an association with the two top-tier law firms in China. 20–30% of the China-related referrals to our firm come from these two law firms.” Barry Irwin, partner at Clayton Utz (an Australian member firm of Lex Mundi and PRAC) ISSUE 6.7
FEATURE | legal associations >>
an international legal association, all lawyers interviewed by ALB agree that there is no time like the present. Whether a firm is actively seeking out alternative streams of instructions, looking to bolster its regional and international profile in a depressed market or encouraging avenues of growth that do not come with the costly and onerous overheads associated with opening branch offices, legal associations may hold the solution. “Having this vast network of topquality legal resources is a phenomenal resource for a law firm and its clients,” says Anduri. “It reduces the need to open foreign offices, which can be a very costly investment in terms of time, money and human resources. Overall, it’s a winwin situation: law firms do not have to support a multi-office structure, and that can translate into more efficient rates for clients and, more importantly, clients get access to the best local legal resources.” For clients it’s about service and global reach, says Jerrard. “M+K lawyers’ client base is heavily weighted in the manufacturing sector where owners of these companies have varying international needs. Our affiliation with law firms through the Multilaw network allows us to assist our clients at an international level in referring them to lawyers that we know will provide the same standard of service as M+K, and afford them the local knowledge and expertise they require. “That service, in addition to legal services, can also be to assist in our clients’ commercial endeavours by, for example, sourcing possible acquisitions or purchasers,” Jerrard continues. “Indeed, having some form of presence outside one’s home market is a necessity for all law firms at the moment, regardless of their size.” This value-added service is the key for mid-market firms that are looking to increase the amount of highend work they handle. Membership of an international legal network is becoming more of a necessity for firms that want to compete for the major work of global companies, according to Hetke. “These companies want seamless legal coverage or at least want access to local firms in distant countries without the risks associated with selecting lawyers in unfamiliar jurisdictions … network membership provides a prudent alternative to the expensive and problematic opening www.legalbusinessonline.com
of offices in far-flung places.” The growing importance of legal association membership in serving these needs runs parallel to a number of attitudinal shifts in legal sectors across the region, shifts that Mendelssohn believes will benefit firms that are part of global legal networks. “We are seeing two interesting trends emerge,” he says. “Firstly, in-house counsel are under huge pressure to control costs and are looking at the role that can be played by mid-size firms that offer not only more competitive and flexible rates, but also better services.” Mendelssohn also sees more movement at the lateral level, with midmarket firms likely to be the biggest beneficiaries of the big-firm exodus. “Good opportunities for mid-size firms to make lateral hires from larger firms are emerging as partners running successful practices at big law firms become disillusioned with the overheads inherent in the larger firm structure,” he says. “[These partners] are attracted by the opportunities offered by the mid-size firms, particularly those that are members of international associations, and are in a strong position to capitalise on these exciting growth opportunities.”
The global financial crisis
Despite the worsening global economic crisis, international legal associations remain optimistic about the future and are all too well aware that the AsiaPacific region has a huge role to play in ensuring stability returns to world markets. So it should come as no surprise that each of the legal associations interviewed by ALB for this article are redoubling their efforts to attract new Asia-Pacific members, particularly from emerging markets. “There are a number of emerging markets in the Asian region whose firms will benefit greatly from improved access to quality firms and their clients overseas, for example, Vietnam, Cambodia and Laos,” says Mendelssohn. And while he acknowledges that MSI still continues to receive a steady stream of cold enquiries or recommendations from existing law firm members in the region, he says that the flow of these has certainly slowed compared with the past few years. Nonetheless, Mendelssohn says MSI is looking
►► International law firm networks: quick facts on the major players Lex Mundi • Established 1989 • 160 firms in 99 countries • Members are prominent local law firms recognised for breadth and depth of legal expertise and reputations in jurisdictions • All members are full-service commercial law firms Meritas • Established 1990 • 170 firms in 60 countries • Firms practise in all business areas, both transactional and litigation MSI Global Alliance • Established 1990 • 250 firms in 100 countries • Membership includes accounting firms • Caters for full-service, commercial firms that are independent and medium-sized in their market and focused on one specific geographic region TerraLex • 158 firms in 100 countries • Members are full-service law firms • Typically has single member in each market, however, some jurisdictions have multiple distinct markets ALFA International • 132 firms in 37 countries • Members are full-service corporate law firms • Each metropolitan area, state, or country served by one member
to fill vacancies in a number of key jurisdictions. “We anticipate a surge of enquiries later this year and throughout 2010 and are advising firms that are pondering association membership to come forward sooner rather than later as territorial vacancies with the larger, more prestigious associations are limited. We are currently seeking members in Brunei, Cambodia, Fiji, Laos, New Zealand, South Korea, Taiwan and Vietnam.” Hetke’s ALFA International is also looking for members. It recently welcomed New Zealand firm Anthony Harper, Beijing-based Gaopeng & Partners and Vietnamese firm DFDL Mekong into its fold. “Our recruiting efforts in the Pacific rim are focused on Japan, South Korea, Indonesia and Malaysia,” he says. “We are also looking for a second Chinese firm due to the size and importance of that country.” Lex Mundi is also currently inviting select firms in Singapore to join its fold. ALB 43
In-house perspective >>
P&G: follow the spirit of law As Procter & Gamble’s general counsel for Asia and Greater China, Michael Qiu is managing more than 30 in-house lawyers across 14 Asia markets from his Guangzhou office
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ack in 1994, giving up career opportunities in wellestablished international firms in the US and Hong Kong, such as Baker & McKenzie and Deacons, to join a newly established foreign invested company in China was probably considered as a bold move. But that move has led Michael Qiu to where he is today – Procter & Gamble’s general counsel for Asia and Greater China. When Qiu first joined Procter & Gamble, he was the first in-house counsel for the company’s China operation and was one of the first in-house legal professionals in China. Over the past 15 years, he has built up a strong in-house legal group in China, which won Foreign Company In-house Team of the Year at the 2009 ALB China Law Awards. Having just celebrated its 20th year in China in 2008, P&G is now into its third decade in the country. Greater China (including Hong Kong and Taiwan) currently ranks number two in sales volume amongst all of P&G’s regional markets worldwide, and among top five in sales value. Qiu’s promotion to the Asia leadership in 2006 is a clear recognition of his ►► company profile Organisation: Procter & Gamble Industry: Consumer goods Legal counsel: Michael Qiu Title: General Counsel – Asia and Greater China Total legal capability: 14 (China) Total number of employees: 7,000+ (China) Operations in China: P&G established its first mainland joint venture in Guangzhou in 1988. It now has one technical centre in Beijing, three sales offices in Beijing, Shanghai, Chengdu and seven plants in Guangzhou, Beijing, Shanghai, Chengdu and Tianjin, with an accumulative investment of over US$1bn in the country.
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contribution to the success of the business and the importance of the Greater China market.
Embracing globalisation
P&G has on-the-ground operations in 14 markets in Asia, including mainland China, Hong Kong, Taiwan, Japan, Korea, India, Australia, New Zealand, Singapore, Philippines, Thailand, Malaysia, Indonesia and Vietnam. In each of these markets, P&G retains in-house legal counsel with local expertise and experience. Managing a team of more than 30 in-house lawyers across so many jurisdictions requires a leadership that is capable of transcending cultural, linguistic and geographical boundaries and adaptable to the different business and legal environment and risk profiles. Having been at the helm for three years, Qiu clearly takes his challenging job in stride. “My responsibilities as the Asia general counsel are mainly at the managerial level, such as strategic planning and envisioning, budgeting and management of staff,” he says. “I rely on competent local in-house lawyers to guide the company through various legal and regulatory challenges and assist with growth strategies in different countries.” Qiu also makes good use of the technology available to work with his team in Asia. Most of the communication takes place by phone, video conference or via e-mail and Qui ensures he stays in regular contact with his team. His goal is to proactively manage legal risks and provide the first-class legal services to the company on both business development and organisation building. Meanwhile, an established information and knowledge sharing system within P&G ensures the Asia team is an integral part of the group’s global legal team and is continuously broadening its expertise and improving its services.
“The Asia team constantly exchanges know-how and information with legal teams in other part of the world,” says Qiu. “When a new issue arises that the Asia team has never dealt with before, we can usually leverage the expertise and experience of other teams that have handled similar issues, and vice versa.” At P&G, there is also a list of preferred external legal advisors around the world, which Qiu often refers to when he needs extra manpower or expertise to handle certain matters in the region.
Striving for quality
Product safety and quality is the lifeline of a consumer products company. Qiu attributes P&G’s success in the past 172 years to its “zero compromise” philosophy on quality and compliance, and its rule of law to ensure the philosophy is properly enforced and executed. “The in-house legal department holds an important role on the board and among senior management, and general counsel has a critical voice during decision-making processes,” Qiu says. “The company believes that a failure of corporate governance will inevitably result in the collapse of a giant corporation, like Enron for example.” One of the main responsibilities of the legal team is to provide strategic and innovative legal solutions to help the company achieve its business goals. To make sure the in-house legal team deliver quality, effective and valueadded services to internal clients, such as the marketing, sales, finance, purchasing or human resources departments, Qiu encourages each in-house counsel to specialise in one area of the law and have a focus on a particular business operation. “A good in-house counsel has got to know his client’s business well before he becomes a trusted business partner of the client,” says Qiu. As P&G has more ISSUE 6.7
In-house perspective >>
Michael Qiu, P&G
www.asianlegalonline.com
45
In-house perspective >>
than 20 brands in China, and their business and marketing strategies vary widely, it’s a sensible approach for each in-house counsel to focus on one or two units of the business. “Specialisation enables the in-house team to maintain a high level of expertise in a wide range of areas and offer our clients the best expert advice.” Meanwhile, compliance is another important part of the in-house legal function. “We need to proactively ensure all P&G’s operations are in full compliance with all applicable laws and regulations, not only locally but also globally. It is a major challenge, given that China has an extremely fast-changing and intricate legal and regulatory environment.” To overcome this challenge and keep legal risks to a minimum, Qiu and his team have taken on an additional role: providing legal training to everyone from management to sales representatives to front-line workers, covering areas including product quality law, employment law, contract law, advertisement law and antitrust and unfair competition law. Since the beginning of this year, Qiu and his team have provided five lectures concerning anti-trust and unfair competition issues to more than 1000 employees in five different cities. “Providing legal training and taking actions to prevent risks from occurring costs money,” says Qiu. “However, the long-term benefits to the company will be enormous. No matter how the external environment changes, the legal team will continue to prioritise compliance, mitigating legal risks and supporting the business.”
A winning team
Since the inception of the China legal team 15 years ago, its capacity and capability has grown steadily. Now the team comprises 14 lawyers, including a small group of IPR lawyers, and is assisted by five supporting staff. The past year has been an important development period for P&G in China. The legal team has assisted the company’s business development, defended it in legal challenges and protected its IP rights from infringements. These are some of the highlights of the firm’s work, projects or matters completed in 2008: 46
• successful integration of Gillette and Wella business in China following the global business acquisition • provided legal support for the restructure of P&G China and its affiliated legal entities, ensuring it is an essential part of the global operation • developed and deployed a holistic compliance program of Foreign Corrupt Practice Act and Antitrust and institutionalised legal training in China • took the lead in lobby and making legislative changes in the interests of consumers, industry and economy, especially for Chinese Labor Contract Law in 2008 • managed and won more than 80% of major legal cases in China • leveraged its holistic IP strategies and protection in gaining competitive advantages in competition and reducing counterfeits and IP infringement • deployed and implemented the P&G Global Attorney Development System to build capability and develop junior counsels Another factor contributing to the team’s success is its in-depth local expertise and knowledge of the market and the legal system, which enables it to identify and engage the leading legal practitioners in specialised areas and achieve cost-effective solutions to legal issues. Most of the time, the team will work with local law firms. “We’ll engage external counsel in accordance with our specific needs,” says Qiu. External counsel is engaged mostly for complicated transactions, dispute resolution, employment, environment matters and other work that requires specialist technical expertise and resources. “To work out a best possible solution, many issues need to be considered with the market conditions and understood within a local context,” says Qui. “The inhouse legal team, in partnership with external legal experts, can deliver and meet all the business needs.” As the largest consumer product company in China, P&G is optimistic about its long-term growth prospects. It plans to expand its investments and R&D facilities in China and Qiu aims to lead his team in going from strength to strength to help the company achieve even greater success. ALB
►► Michael Qiu’s Bio Education: 1985 obtained Bachelor’s Degree in Economics from University of International Business & Economics, Beijing; served as chairman of Students’ Union (82-85) and was awarded Excellent Student and Outstanding Student Leader. From 1986 to 1990 studied Law at University of Illinois and University of Hawaii and obtained the degrees of Master of Law and Juris Doctor; received Asia Pacific Scholarship and Dean’s Award. Work history: From 1990 to 1994 practised law with wellknown international law firms in Chicago and Honolulu. From 1995 to now joined P&G in January 1995 as Chief Legal Counsel in Hong Kong; worked as Senior Legal Counsel at P&G Global Legal Division in Cincinnati; Legal Director for P&G Greater China; and currently as General Counsel - P&G Asia Pacific.
“Providing legal training and taking actions to prevent risks from occuring costs money. However, the long-term benefits to the company will be enormous.” Michael Qiu, P&G
ISSUE 6.7
IN-HOUSE
PRIVATE PRACTICE
Global Life and Material Sciences Company (Shanghai): Senior PRC Legal Counsel (9-18 PQE) [H1716] – PRC qualified with strong corporate transactional experience in mergers and acquisitions work to provide legal support for their investment activities and green field projects across China, and assist in managing team of lawyers.
International Law Firms (Hong Kong/Shanghai/Beijing): Corporate M&A Lawyers (2-7 PQE) [H1503] – Various law firms seek candidates with strong corporate finance transactional experience in M&A from an leading international law firm to join their team. Proficiency in Chinese is required.
Global Energy (Beijing): Senior M&A lawyer (9-13 PQE) [H852] – Strong M&A transactional experience is required, particularly in oil and gas industry to support their investment activities across China. Good proficiency in English & Mandarin is required. Global Communications Network Service Provider (Singapore/ Hong Kong): Head of Regulatory Affairs, APAC (7-10 PQE) [H1650] – 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. Global Underwriter (Singapore / Hong Kong): Tax Lawyer (8-15 PQE) [H1690] – To handle regional restructuring, acquisition and divestment activity. Regional tax experience and familiarity in US tax laws are required. Global MNC (Singapore): Senior Compliance Manager (10-15 PQE) [H1720] – To lead compliance investigation across APAC. Familiar with compliance-related risks and have good experience in litigation, government regulatory law, criminal law and labour laws.
International Law Firm (Beijing): Corporate Lawyer (6-10 PQE) [H1667] – Senior lawyer/counsel with M&As, corporate and banking background. Experience in US or Hong Kong equity capital markets with US or common law environment. Familiarity with financial institutions and regulative work an advantage. Mandarin skills is required. International Law Firm (Beijing): Finance Lawyer (2-7 PQE) [H605] – Internationally trained transactional finance lawyer (lending/asset finance/project finance) qualified in a commonwealth jurisdiction or in the US. Conversational mandarin required. International Law Firm (Beijing): Equity Capital Markets Lawyer (4-9 PQE) [H950] – HK qualified lawyer with ECM experience, particularly with familiarity in IPOs on the Hong Kong Stock Exchange to join team in Beijing. International Law Firm (Shanghai): US Capital Markets Lawyer (1-3 PQE) [H1584] – PRC qualified with some US securities experience. Chinese language skills are 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.
“A quality publication providing informed, professional information about the legal services sector.” OFFICE MANAGING PARTNER, BEIJING DLA PIPER ALB China is the leading magazine dedicated to the legal industry in China. Each issue is packed with news, analysis and features that are essential reading for anyone interested in the PRC’s rapidly developing legal scene. A team of dedicated journalists provide in-depth examinations of all the China issues facing lawyers and in-house counsel throughout the region.
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7/20/2009 2:15:55 PM
Sign off >> HK businesses lag behind global average in green thumb survey
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usinesses that persist with their green agenda during a downturn will be “best placed to seize competitive advantage when the upturn comes”, according to Gary James, a tax partner at Grant Thornton Hong Kong. His comments come in the wake of a Grant Thornton International Business Report, which asked 7,200 senior executives in privately held businesses across 36 economies to rate the environmental friendliness of their business community. It found that 27% of respondents in Hong Kong consider their community environmentally friendly, followed by Shanghai (24%) and Taiwan (10%) – all below the global average of 30%. “Amid rising public concern with the environment, businesses are keeping a closer watch on green practices and environmental issues,” James said. “It is fascinating to see Hong Kong and
Shanghai… showing a good perception of environmental friendliness.” In comparison, fellow Asian countries including the Philippines (78%), India (69%) and Thailand (68%) topped the league table, with Singapore (58%), Japan (51%), Australia (45%) and New Zealand (34%) all in the top 20. ALB
Age is nothing but a number
Whatever floats your goat
U
A
K firm Bird & Bird recently welcomed former trainee Mary Smillie into the firm’s IP practice after she qualified six months ahead of schedule. The firm will be retaining all 16 trainees due to qualify in September this year, but Smillie managed to complete her training contract in March after work experience was taken into account – a feat made all the more amazing by the fact that, at 50 years old, she is one of London’s oldest trainees. ALB
You’re hired!
H
erbert Smith litigation partner Alan Watts recently made his first television appearance, interviewing candidates on UK reality show The Apprentice, starring Amstrad founder Sir Alan Sugar. Watts scored the live interviewer role through Sir Alan himself, who has been a client of Watts for the past 16 years. ALB
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Cash call at Dentons
►► percentage of companies who think business community is eco-friendly
51%
Japan
54%
Germany
0
51%
Sweden
10
Finland
20
Denmark
30
Philippines
40
Canada
58%
56%
Singapore
50
62%
68%
65%
Thailand
78%
60
69%
70
India
80
s if his speciality, probate law, wasn’t diverting enough, lawyer Dr John de Groot has taken it upon himself to raise funds for a goat racing museum in Barcaldine, Queensland. Disturbingly, the museum will be the first of its kind in the world to celebrate the wonders of this often under-rated sport. Goat racing was popular in the depression and – watch out the NRL – is making a comeback in parts of Australia, according to de Groot. Quite whether the sport’s resurgence is GFC-linked is at this stage unclear. Nevertheless, the driven de Groot, having already penned a book on the subject, is pushing ahead with an attempt to raise the A$300,000 funding needed to establish the goat-racing museum which, he hopes, will celebrate the faster-moving episodes in the noble history of ‘the working man’s cow’. De Groot’s admirable motivation to establish a shrine – complete with a ‘Goat Racing Hall of Fame’ – to this long-overlooked yet essential facet of Australia’s rich cultural and sporting heritage may be explained by reports
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ondon-headquartered Denton Wilde Sapte has reportedly asked partners to pitch in to keep the firm afloat in these tough financial times. The firm, which recently unveiled a 36% fall in partner profits, requested its partners put around £90,000 of capital back into the business to bolster the firm’s finances during the downturn. The request – which equates to £1,000 per equity point – was approved after a partnership vote at a recent conference and follows a round of redundancies this year which saw the loss of 76 jobs, including 37 fee-earners in March. The firm recently also asked for volunteers to defer their training contracts with the offer of £10,000 compensation. ALB
that as a child he could often be seen speeding recklessly through the streets on his champion racing goat, Thunder. ALB ISSUE 6.7
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Career moves should not be risky. In-house Asia-Pacific Senior Regulatory Counsel (8-15 yrs pqe) Hong Kong
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