ISSUE 10.11
ALB Special Report: Vietnam 2010 Ignore this emerging market at your cost
Asia-Pacific strategy
Why international firms are moving on Australia
Energy & resources
Return of the big-ticket deals
The winners ‌ and why they won PLUS
Asia’s top PE & VC lawyers
Market-leading analysis
comprehensive deals coverage
debt & equity market intelligence
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EDITORial >>
A swarm of locusts IN THE FIRST PERSON
I
n the inquisition that has followed the financial crisis, few financial products have escaped recrimination. From ABSs, CDOs and RMBs to hedge funds and derivates, each, according to regulators, economists and world leaders, were complicit in bringing the global financial system to its knees. Poul Rasmussen, former Prime Minister of Denmark and currently President of the Party of European Socialists, and l’inquisiteur en chef for the European Parliament, has added private equity (PE) and venture capital (VC) to the list. Likening both to a “swarm of locusts”, Rasmussen contends that they need to be regulated at an international level lest they unleash their own financial plague of biblical proportions. To this end, the soon-to-be voted on Alternative Investment Fund Managers’ (AIFM) Directive is the EU’s attempt at regulating what are perceived to be two renegade industries. While lawyers suggest it is still too early to gauge what the practical implications of the AIFM Directive will be, it is clear that, at least in Asia, the directive has the potential to derail the development of a regional PE & VC industry just as it seemed to be finding their feet. The data is clear. In the five years leading up to 2010, PE investments in Asia grew by more than 800%. In the first half of this year alone, 381 PE deals with a cumulative value of US$7.2bn were closed. This is not to mention the vitally important role that VC has played in nurturing ingenuity in Bangalore’s tech hubs or supporting the indefatigable spirit of entrepreneurship still fermenting in Zhejiang’s economic development zones. In light of these regulatory and attitudinal changes, PE & VC lawyers in Asia must take on an enhanced role. While all expect a high percentage of their time over the next few years to be devoted to stepping clients through the intricacies of these changes, they also have a duty to ensure the industries from which they have drawn sustenance continue to develop. The swarm of locusts to which Rasmussen et al refer has after all unearthed a number of Asian blue chips and will undoubtedly foster many more in the years ahead.
“Thirty years ago it was an international firm’s presence in Tokyo or Hong Kong that was the hallmark of a well-rounded Asia practice. Twenty years ago it was a presence in Shanghai or Beijing. Tomorrow it may be a presence in Sydney, Melbourne or Perth” Joshua Scott, ALB
“Two years ago, I used to deal mainly with China matters – 80% in fact. Currently, 50% of my matters relate to other Asian countries. This is why I believe our firm has made a big commitment to Asian businesses” Takuya Eguchi, Mori Hamada & Matsumoto
The data is clear. In the five years leading up to 2010, private equity investments in Asia grew by more than 800%
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News | deals>> >> CONTENTS
contents 30 cover story The Macallan/ALB Hong Kong Law Awards 2010 All the winners across all categories at the most important legal event in the region jurisdiction across the region
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08 NEWS ANALYSIS 8 Capital markets: Quitting Hong Kong for London
West China’s AIM delisting and HK float, the third such move by an Asian corporate this year, could signal an end to Asian companies looking to raise capital in the United Kingdom 10 Australia: Final frontier for international law firms? A market that has been largely overlooked by international law firms operating in the AsiaPacific has shot to prominence after the entry of big names and steady inter-regional dealflows, and the realisation that it holds a largely untapped reservoir of bargain talent 12 In-house graduate recruitment Tech giant HP’s decision to recruit fresh graduates into its legal department is a novel
FEATURES
58 In-house Perspective: Erik Pesik, Seagate Technology The Asia GC of one of the world’s largest discdrive manufacturers wants his external legal advisors to give him more than advice
46 ALB’s Leading Private Equity & Venture Capital Firms: Asia Now in its second year, ALB’s survey of in-house lawyers and industry professionals reveals the region’s leading PE & VC lawyers and law firms, as well as analysing the state of this dynamic and lucrative market
60 Energy & resources Having lived up to its rating as ‘recession proof’ during the GFC, energy & resources is nevertheless experiencing major shifts in terms of financing patterns, types of projects and hot spot locations. The affect on lawyers practicing in the area is significant
development, but is it one that will spread to constitute real competition for law-firm recruiters?
52 ALB Special Report: Vietnam 2010 Largely insulated from the turmoil of the GFC, the Vietnamese economy and its nascent legal services market are set for strong growth in the years ahead … as long as legislative changes do not present a roadblock
Country editors The Regional Updates section of ALB is sponsored by the following firms:
Regulars 4 DEALS 14 NEWS • IPO boom in Hong Kong keeps Maples, Orrick, Paul Hastings busy
Practice area and industry editors The Industry Updates section is sponsored by the following firms:
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China
Singapore
Intellectual property
Paul, Weiss, Rifkind, Wharton & Garrison LLP is a globally oriented, full-service law firm employing over 500 lawyers worldwide. Paul Weiss is headquartered in New York and has offices in Hong Kong, Beijing, London, Tokyo and Washington, D.C.
Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. With the support of a comprehensive network of correspondent law firms, the firm serves its clients in their regional needs. Loo & Partners has been regularly noted for its IPO, M&A and general corporate work.
ATMD Bird & Bird is a dynamic and progressive firm with an established IP, corporate & commercial, competition and dispute resolution practice. The firm also has extensive regional experience advising both domestic and foreign clients on cross-border transactions. ATMD Bird & Bird has been voted Singapore’s Intellectual Property Firm of the Year at the 2005 and 2006 ALB Awards and the 2005 AsiaLaw (IP) Awards.
Philippines
Malaysia
International tax
Founded in 1945, SyCip Salazar Hernandez & Gatmaitan is one of the most-established law firms, and the largest, in the Philippines. Principally based in Makati City, the country’s financial and business centre, the firm also has offices in Cebu City, Davao City and the Subic Bay Freeport. SyCip’s practice covers all fields of law and the broad range of the firm’s expertise is reflected in its client base, which includes top local and foreign corporations, international organisations and governments. SyCip combines the traditions of professional integrity and excellence with a time-tested ability to break new ground.
Wong & Partners is a Malaysian law firm dedicated to providing a quality and solution-oriented legal services to its clients. Wong & Partners has grown steadily with international standards of quality and experience and the Firm has a solid commitment to training its lawyers, and invests in training, professional development and quality management programs with the aim of producing lawyers of global standard.
AzureTax Ltd provides transparent strategic and ethical tax advice. Through our professional corporate and International, tax advisory and trustee services your tax plan is comprehensively implemented. Our advice provides you with independent innovative and rigorous solutions which deliver results and long-term accountability. We are qualified UK, US, Hong Kong and PRC tax advisors and complete tax filings for UK, US and Hong Kong tax returns.
Asian Legal Business ISSUE 10.11
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ALB issue 10.11
Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as ALB can accept no responsibility for loss.
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Joshua Scott
Asia journalist
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China editor Zhang Yun
44 52 • • • • • •
Blake Dawson to expand Japan operations Aussie firm AAR ties up with Nagashima Japan: ‘Big Four’ set sights on SE Asia Squire Sanders/Hammons: Asia key to merger Duane Morris launches Singapore JLV WongPartnership: Beijing-Shanghai a vital combination
16 UK Report
54 58 24 REGIONAL UPDATES • China Paul Weiss • Singapore Loo & Partners • Philippines Sycip Salazar Hernandez & Gatmaitan
18 US Report
profiles
68 M&A deal update
39 The Macallan
70 Capital markets deal update
62 Loo & Partners
China Journalist Jessica Seah
Australasia editor Renu Prasad
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Junior journalist Kalianna Dean
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NEWS | deals >>
| Singapore |
deals in brief
►► Singapore Airlines retail bond offer Value: US$230m Firm: Allen & Gledhill Lead lawyers: Margaret Chin, Cara Chan, Bin Wern Sern Client: Singapore Airlines (issuer) Firm: Linklaters Lead lawyer: Arun Balasubramanian Client: Singapore Airlines (US law) Firm: Allen & Gledhill Lead lawyers: Au Huey Ling, Magdalene Leong Client: DBS, OCBC, UOB (underwriters)
| Singapore/Japan/China | ►► Mitsui & Co–Hyflux joint venture Value: US$225m Firm: Clifford Chance Lead lawyer: Lee Taylor Client: Mitsui & Co Firm: Rajah & Tann Client: Hyflux Firm: Stamford Law Client: Consortium on exit offer Firm: King & Wood Client: Mitsui & Co • JV-acquisition between Japan’s Mitsui & Co and Singapore Hyflux to develop a substantial water
treatment business in mainland China • Under terms of the agreement signed in August, the new JV company, Galaxy Newspring, has agreed to acquire 21 existing water treatment, management and recycling operations in China – currently owned by Lee Taylor Hyflux and its Singapore-listed Clifford Chance subsidiary Hyflux Water Trust • First proposed takeover of a listed business trust in Singapore since business trusts were introduced in 2004
“Water supply is vital for regional development in the years ahead and efficient management and recycling operations are critical to ensure the best use is made of scarce resources” Lee Taylor, Clifford Chance 4
Fenner & Smith and Deutsche Bank Securities as joint bookrunners and representatives of the underwriters of an offering by ChinaCache • Based in Beijing, ChinaCache is the leading provider of Internet content and application delivery services in China, accounting for 53% of market share based on revenues in China’s content and application delivery market in 2009
| Hong Kong/Singapore/ US | ►► Kosmopolito IPO
Value: US$153 million
• SIA’s bond offering for retail investors is the first of its kind by a major listed company in Singapore and if demand proves to be buoyant, may pave the way for other major firms to follow
Firm: Paul Hastings, Janofsky & Walker Lead lawyers: Vivian Lam, Chris Betts, David Grimm Client: Credit Suisse (Hong Kong), Morgan Stanley Asia, Royal Bank of Scotland
• SIA’s bonds can be bought via DBS Bank, POSB, OCBC Bank and United Overseas Bank ATMs
Firm: Richards Butler Client: Kosmopolito (Hong Kong Law)
• Allen & Gledhill also advised Singapore Airlines in the tender and sale of the SIA Building at a divestment value of S$344m
| China | ►► ChinaCache International share issue Value: US$96m Firm: Davis Polk & Wardwell Lead lawyers: James Lin (Hong Kong), John Paton (London), Howard Zhang (Beijing) Client: (underwriters) Merrill Lynch, Pierce, Fenner &Smith, Deutsche Bank Securities, Oppenheimer & Co, Pacific Crest Securities Firm: Skadden, Arps, Slate, Meagher & Flom Client: ChinaCache International Firm: Han Kun Law Offices Client: ChinaCache (PRC law) Firm: Commerce & Finance Law Offices Client: Underwriters (PRC law) • Davis Polk & Wardwell and Commerce & Finance Law Offices advised Merrill Lynch, Pierce,
Firm: Reed Smith Client: Kosmopolito (US Law) Firm: Lee & Lee Client: Kosmopolito (Singapore Law) Firm: Commerce & Finance Client: Kosmopolito (PRC Law) Firm: Maples and Calder Client: Kosmopolito (Cayman Islands and BVI law) Firm: Jun He Client: Underwriters (PRC Law) • First Hong Kong IPO by a hotel company for almost four years • Use of proceeds include 80% for acquisition of hotels and related projects in mainland China, Hong Kong, Singapore and other Asia-Pacific regions; and 20% for expansion of hotel management business, including brand name shaping • Receiving banks for this offering are HSBC and ICBC (Asia)
Vivian Lam Paul Hastings
Asian Legal Business ISSUE 10.11
NEWS | deals >>
“This IPO is particularly unique as Kosmopolito is being spun off by Far East Consortium International, a leading conglomerate in the Asia-Pacific region” Vivian Lam, Paul Hastings
| Hong Kong/China |
►► your month at a glance Firm
Jurisdiction
Deal name
AccraLaw
Philippines/Korea Malaysia/Australia
Han Kun Law Offices
China/US
Herbert Smith
Philippines/Korea Hong Kong/China Hong Kong/China
BG Group–Korea Electric Power Corporation sale of power stations Camco-Kazanah Nasional Berhad joint venture JBIC-BTMU-Mizuho-SMBC acquisition financing of five gas power stations in Mexico Singapore Airlines retail bond offer Proposed Soilbuild Group Holdings privatisation and acquisition Golden Concord Asia secondary placement of shares Avago Technologies secondary share offer Redevelopment of Singapore’s Bedok Town Centre China Medical Equipment Hong Kong IPO BTA Bank restructure Camco-Kazanah Nasional Berhad joint venture BG Group–Korea Electric Power Corporation sale of power stations Mitsui Sumitomo–Hong Leong stake acquisition Camco International–Khazanah Nasional Berhad joint venture Cheng Kong Infrastructure hybrid securities issue Sunac IPO Kosmopolito IPO China Cache International ADS issue China Medical Equipment Hong Kong IPO Besunyen Holdings Hong Kong IPO Sunac IPO Changfeng Axle IPO Boshiwa IPO Mitsui & Co–Hyflux joint venture Cheng Kong Infrastructure hybrid securities issue Sumitomo Mitsui Bank bond offer China Cache International ADS issue Sunac IPO Changfeng Axle IPO Boshiwa IPO MicroPort Scientific Corporation Hong Kong IPO Boshiwa IPO Besunyen Holdings Hong Kong IPO Boshiwa IPO China Cache International ADS issue BG Group–Korea Electric Power Corporation sale of power stations China High Speed stake sale China Medical Equipment Hong Kong IPO
Hong Kong/China
China Medical Equipment Hong Kong IPO
129 Equity
Hong Kong/China Hong Kong/China Hong Kong/China Hong Kong/Singapore/US Hong Kong/ China Singapore/Japan/China
Sunac IPO Sunac IPO Changfeng Axle IPO Kosmopolito IPO MicroPort Scientific Corporation Hong Kong IPO Mitsui & Co–Hyflux joint venture
337 337 103 153 189 225
Hong Kong/China
MicroPort Scientific Corporation Hong Kong IPO
189 Equity
Hong Kong/Singapore/US Singapore
Kosmopolito IPO Deka Immobilien–Chevron House acquisition
153 Equity 419 M&A
Singapore
Singapore Airlines retail bond offer
230 Debt
Hong Kong/China
Franshion Properties securities issue
600 Debt
Mongolia/Hong Kong
Mongolian Mining Corporation IPO
Allen & Overy
Allen & Gledhill
Ashurst
Baker & McKenzie
►► Changfeng Axle IPO Value: US$103m
Commerce & Finance
Firm: Paul Hastings Lead lawyer: Sammy Li Client: Morgan Stanley Asia (sole bookrunner and sole global coordinator), Sammy Li Paul Hastings CCB International Capital and Morgan Stanley (joint sponsors and joint lead managers) Firm: Sidley Austin Client: Changfeng Axle (HK & US law) Firm: Jun He Client: Changfeng Axel (PRC law) Firm: Conyers Client: Changfeng Axel (Cayman Islands law)
Conyers Dill & Pearman Clifford Chance
Davis Polk
Fang Da Freshfields Fried Frank Global Law Office Haiwen & Partners
Hogan Lovells Jackson Woo & Associates Jincheng Tongda & Neal
Firm: Fangda Partners Client: Underwriters (PRC law)
Jun He
• Changfeng Axle Company is a leading Chinese auto parts manufacturer based in Fujian Province
King & Wood
• Company is engaged in the manufacturing and selling of axle and related components; began marketing its Hong Kong IPO in June 2010
Lee & Lee Linklaters Mallesons Stephen Jacques
Japan/Mexico Singapore Singapore Singapore Singapore Singapore Hong Kong/China Kazakhstan/Europe Malaysia/Australia Philippines/Korea Malaysia/Tokyo Malaysia/Australia Hong Kong Hong Kong/China Hong Kong/Singapore/US China/US Hong Kong/China Hong Kong/China Hong Kong/China Hong Kong/China Hong Kong Singapore/Japan/China Hong Kong Japan/US China/US Hong Kong/China Hong Kong/China Hong Kong Hong Kong/China Hong Kong Hong Kong/China Hong Kong
Hong Kong/Cayman Islands PHBS guaranteed perpetual capital securities bond issue
Maples and Calder
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Value Deal type (US$m) 400 M&A 50 Joint venture 1,200 M&A, Finance 230 323 259 304 604 129 1,670 50 400 1,000 46 1,000 337 153
Debt M&A Debt Debt Joint venture Equity Debt Joint venture M&A M&A M&A Debt Equity Equity
96 Capital markets 129 169 337 103 320 225 1,000 2,000
Equity Equity Equity Equity Equity M&A Debt Debt
96 Capital markets 337 103 320 189 320 169 320
Equity Equity Equity Equity Equity Equity Equity
96 Capital markets 400 M&A 418 Capital markets 129 Equity
Equity Equity Equity Equity Equity M&A
650 Equity 1,000 Debt capital
Hong Kong/Singapore/US
Kosmopolito IPO
153 Equity
Hong Kong/China
China Medical Equipment Hong Kong IPO
129 Equity
Hong Kong/China
Franshion Properties securities issue
600 Debt
Hong Kong/China
Besunyen Holdings Hong Kong IPO
169 Equity
Hong Kong/China
MicroPort Scientific Corporation Hong Kong IPO
189 Equity
Hong Kong
Cheng Kong Infrastructure hybrid securities issue
Mayer Brown JSM
Hong Kong Hong Kong
Phoenix Property Investors–Central Mansion stake acquisition LaSalle Investment Management residential site sale
1,000 Debt 335 M&A 92 M&A
Milbank, Tweed, Hadley & McCloy
Mongolia/Hong Kong
Mongolian Mining Corporation IPO
650 Equity
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NEWS | deals >>
“We have seen the number of completed listings in the Hong Kong IPO market pick up over the past weeks and the Changfeng Axel IPO is the first of a series of upcoming IPOs that our capital markets team expect to complete in the next several weeks” Raymond Li, Paul Hastings
| Hong Kong/China | ►► Sunac IPO
Value: US$337m
Firm: Paul Hastings Lead lawyers: Raymond Li, Sammy Li, Neil Torpey, Steve Winegar Client: Deutsche Bank and Goldman Raymond Li Paul Hastings Sachs (joint global coordinators, book runners and lead managers) Firm: Norton Rose Client: Sunac China (HK law) Firm: Davis Polk & Wardwell Lead lawyer: Show-Mao Chen Client: Sunac China (US law) Firm: Conyers Dill & Pearman Client: Sunac China (Cayman Islands law) Firm: Jun He Client: Sunac China (PRC law) Firm: Jincheng Tongda & Neal Law Firm Client: Sunac China (PRC law) Firm: Commerce & Finance Client: Underwriters (PRC law) • Sunac China, a Tianjin-based property developer, had a US$286m IPO in Hong Kong in December 2009. Shares were listed on December 18 and Deutsche Bank
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and UBS Investment Bank were joint sponsors • Use of proceeds for the 2009 deal were 90% for increasing equity interests in certain non-wholly owned property companies in the PRC; and 10% used for working capital and other general corporate purposes • This year’s IPO will see China Investment Corporation (CIC) subscribe for shares in the IPO valued at US$25m
Client: Deka Immobilien Firm: Lee & Lee Client: Chevron House • Acted for German fund manager Deka Immobilien in the S$547 million acquisition of Chevron House, a 33-storey commercial development located in the central business district of Singapore • Transaction marks Deka’s first major property acquisition in Singapore
• Sunac China focuses on highend property development and management business, mainly in China’s Bohai sea rim, south Jiangsu province, and the cities of Chengdu and Chongqing
• In September 2007, a Goldman Sachs-linked fund bought Chevron House, at a price of S$730m – the investment bank’s second major acquisition of office property in Singapore
| Singapore |
• Before the sale, Chevron House was owned by several companies. CapitaLand, a longstanding client of WongPartnership, had a stake of 50% in the building.
►► Redevelopment of Singapore’s Bedok Town Centre Value: US$604m Firm: WongPartnership Lead lawyer: Karen Wee Client: CapitalLand Firm: Allen & Gledhill Lead lawyers: Steven Seow, Margaret Soh Client: CapitaMalls Asia • WongPartnership acted for CapitaLand in its joint venture with CapitaMalls Asia in relation to the successful tender and redevelopment of the land at the Bedok Town Centre Site, Singapore • WongPartnership and Allen & Gledhill have worked together with client CapitaLand on numerous occasions, most notably on CapitaMalls Asia US$1.7bn IPO in January this year • WongPartnership has also represented CapitaLand in its trust rights issue in April 2010, valued at US$820m
| Singapore | ►► Deka Immobilien - Chevron House acquisition Value: US$418.5m Firm: WongPartnership Lead lawyers: Carol Tan, Kenneth Leong
• CapitaLand was also involved in the development of Chevron House in 1993
| Singapore | ►► Proposed Soilbuild Group Holdings privatisation and acquisition Value: US$323m Firm: WongPartnership Client: ICBC Firm: Herbert Smith Lead lawyers: Mark Choy, Quak Fi Ling Client: Soilbuild Group Holdings Firm: Allen & Gledhill Lead lawyers: Andrew Lim, Christopher Koh Client: Dolphin Acquisitions • WongPartnership has acted for Soilbuild Group Holdings in the proposed voluntary delisting of Soilbuild from the Singapore Exchange, and in the exit offer and warrants proposal by Dolphin Acquisitions • Under the delisting, Dolphin Acquisition will make an offer for all the issued shares of Soilbuild • Soilbuild Group
Holdings Ltd is a Singapore-based investment holding company operating in four segments: property development, property investment, construction and property management • In April 2010, company acquired 100% interest in SB Northpoint, a company that now functions as a subsidiary of Soilbuild
| Hong Kong | ►► LaSalle Investment Management Tai Hang residential site sale Value: US$92m Firm: Mayer Brown JSM Lead lawyer: Ellen Tsao Client: LaSalle Investment Management • Sale and purchase agreement was signed on 6 October and completion of transaction is due on 8 November 2010. • Purchaser is a subsidiary of Wing Tai Properties Development • Mayer Brown JSM acted for LaSalle Investment Management in its original purchase of the site at a total consideration of US$54.5m in February 2009
Ellen Tsao MayerBrown JSM
| Hong Kong | ►► Boshiwa IPO
Value: US$320m
Firm: Orrick, Herrington & Sutcliffe Lead lawyers: Edwin Luk, Allen Shuyu Client: Boshiwa International (HK and US law) Firm: Haiwen & Partners Client: Boshiwa International (PRC law) Firm: Conyers Dill & Pearman Client: Boshiwa International (Cayman law)
Quak Fi Ling WongPartnership
Firm: Fried Frank Client: Underwriters (HK and US law) Asian Legal Business ISSUE 10.11
NEWS | deals >>
Firm: Fangda Partners Client: Underwriters (PRC law) • Boshiwa makes Edwin Luk its debut on the Orrick main board of the Hong Kong Stock Exchange on 29 September, jointly underwritten by UBS AG, Credit Suisse, BOCOM International and Deutsche Bank • Boshiwa is a Shanghai-based company that designs, manufactures and sells children’s products • Company ranked first in total revenue amongst other mid- to high-end children’s products in China in 2009
| Malaysia/Australia | ►► Camco International – Khazanah Nasional Berhad joint venture
►► your month at a glance (CONT) Firm
Jurisdiction
Deal name
Nagashima Ohno & Tsunematsu Norton Rose O’Melveny & Myers Orck, Herrington & Sutcliffe
Japan/US
Sumitomo Mitsui Bank bond offer
Hong Kong/China Hong Kong/China
Sunac IPO Besunyen Holdings Hong Kong IPO
337 Equity 169 Equity
Hong Kong
Boshiwa IPO
320 Equity
Sekisui House–Newland Real Estate joint venture Sunac IPO Changfeng Axle IPO Kosmopolito IPO Franshion Properties securities issue Mitsui & Co–Hyflux joint venture Kosmopolito IPO Kosmopolito IPO MicroPort Scientific Corporation Hong Kong IPO Besunyen Holdings Hong Kong IPO
337 103 153 600 225 153 153 189 169
Philippines/Korea
BG Group–Korea Electric Power Corporation sale of power stations
400 M&A
Sidley Austin
Hong Kong/China Hong Kong/China
Changfeng Axle IPO MicroPort Scientific Corporation Hong Kong IPO
103 Equity 189 Equity
Simpson Thacher & Bartlett
Japan/US
Sumitomo Mitsui Bank bond offer
2,000 Debt
China Cache International ADS issue Mongolian Mining Corporation IPO Mitsui & Co–Hyflux joint venture BG Group–Korea Electric Power Corporation sale of power stations Cheng Kong Infrastructure hybrid securities issue BTA Bank restructure Doughty Hanson & Co–Equity Trust acquisition CDLHT MTN S$1bn multicurrency medium note program Olam bond issue Grandline International–Ibis Singapore acquisition financing Proposed Soilbuild Group Holdings privatisation and acquisition Deka Immobilien–Chevron House acquisition Redevelopment of Singapore’s Bedok Town Centre China Medical Equipment Hong Kong IPO
650 225 400 1000 1,670 471 743 250 149 323 419 604 129
Paul Hastings, Janofsky & Walker Rajah & Tann Reed Smith Richards Butler Ropes & Gray Shearman & Sterling Sicangco & Sigcangco Law Office
Skadden, Arps, Slate, Meagher & Flom Stamford Law Walkers Wakefield Quin White & Case
Firm: Baker & McKenzie Lead lawyer: Paul Curnow Client: Camco International
WongPartnership
Firm: Allen & Overy Client: Kazanah Nasional Berhad
Zhong Lun
China/US Mongolia/Hong Kong Singapore/Japan/China Philippines/Korea Hong Kong Kazakhstan/Europe Singapore/UK Singapore Singapore Singapore Singapore Singapore Singapore Hong Kong/China
• Joint venture was announced in London on 27 September 2010 after negotiations took place in Singapore and London
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M&A Equity Equity Equity Debt M&A Equity Equity Equity Equity
96 Capital market Equity M&A M&A Equity Debt M&A Debt Debt M&A M&A M&A Joint venture Equity
Does your firm’s deal information appear in this table? Please contact
• JV will be capitalised with up to US$46.05m to Paul Curnow invest in the Baker & McKenzie emissions-toenergy market in South-East Asia, together with carbon development and advisory services
2,000 Debt
Japan/US Hong Kong/China Hong Kong/China Hong Kong/Singapore/ US Hong Kong/China Singapore/Japan/China Hong Kong/Singapore/ US Hong Kong/Singapore/ US Hong Kong/China Hong Kong/China
Value: US$46.05m
• Camco International, a global developer of emission-reduction and clean-energy projects, has established a joint venture with Khazanah Nasional Berhad, the investmentholding arm of the government of Malaysia
Value Deal type (US$m)
| Hong Kong/China | ►► MicroPort Scientific Corporation Hong Kong IPO Value: US$189m Firm: Maples and Calder Lead lawyer: Greg Knowles Client: Issuer Firm: Jun He Client: Issuer Firm: Freshfields Client: Issuer Firm: Ropes & Gray Client: Issuer Firm: King & Wood Client: Underwriters Firm: Sidley Austin Client: Underwriters
alb@keymedia.com.au
61 2 8437 4700
• Shanghai-based MicroPort makes equipment for keyhole surgery for vascular diseases
Firm: O’Melveny & Myers Client: Issuer
• The company sells so-called interventional and minimally invasive devices to more than 1,100 hospitals across China, according to the company’s website
Firm: Global Law Office Client: Issuer
• After the listing, MicroPort Scientific may exercise an option to sell an additional 37.9 million shares, according to the terms • Proceeds of the IPO will be used to develop new products, acquire businesses, expand its production facilities and to build up its sales network
| Hong Kong/ China | ►► Besunyen Holdings Hong Kong IPO Value: US$169m
Firm: Maples and Calder Lead lawyer: Greg Knowles Client: Issuer Firm: Shearman & Sterling Client: Underwriters Firm: Commerce & Finance Client: Underwriters • Besunyen Holdings is a fastexpanding therapeutic tea productmaker in Beijing • Besunyen is selling 420 million shares to raise capital to fund the purchase of production equipment, expand its distribution network, repay debt and for working capital purposes
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NEWS | analysis >>
Analysis >>
Capital markets: quitting London for Hong Kong
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hen West China Cement (WCC) delisted from London’s Alternative Investment Market (AIM) in August this year, its chairman and chief executive officer Zhang Jimin told the press: “The British don’t really understand China; our stock has been severely undervalued.” The Shaanxi-based cement producer blamed its delisting decision on British investors’ ignorance of the value of its stocks. Simultaneously, the company turned to Hong Kong, where Chinese companies are popular bets for investors, and launched a US$179m IPO on the HKSE instead. Sidley Austin, Orrick, Carey Olsen, Memery Crystal and Dong Heng Law Firm advised on its issues transfer from the AIM to the HKSE. Shortly after WCC's transfer, Shenzhen-based China Medical Systems Holdings also delisted from AIM and listed in Hong Kong ►► Chinese companies – AIM highlights
(US$129m) simultaneously. China Medical, the fourth Chinese company to delist from AIM this year, was advised by Zhong Lun, Maples and Clader, Jackson Woo & Associates, Ashurst and its underwriters were advised by Commerce & Finance and Hogan Lovells.
Delisting advice
Prior to WCC and China Medical, China Biodiesel International, a Chinese renewable energy group, dropped its listing through a tender offer and China Eastsea Business Software also delisted from the AIM citing similar reasons – that the stock was valued poorly even when the company's profit growth was exceeding market expectations. Both companies were advised by DLA Piper in their AIM IPOs. “Delisting shares is relatively straightforward. What is more important is to get rid of compliance and listed company
• 47 Chinese enterprises currently listed on AIM • West China Cement, China Biodiesel International and China Eastsea Business Software have all delisted from AIM this year • In the first half of 2010, a total of 92 companies left London’s AIM
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obligations,” said Stephen Peepels, Hong Kong-based capital markets partner at DLA Piper. “A lot of companies get confused in the delisting Peepels process; they think that Stephen DLA Piper taking their shares off the exchange is the whole solution. In fact, delisting does not do anything about the fact that you are still a company that has a public shareholder base in the US. Our duty is to educate clients on how to alleviate that burden,” he added. The key question for legal advisors involved in delisting transactions is whether retaining the client after its bad experience would become difficult, but lawyers say this is unlikely. “A company that had originally thought that the AIM would be attractive and has thereafter changed its mind to think about other venues would most likely retain its initial advisors, assuming that they have a substantial practice in all potential regions. It is simply because the firm can utilise its knowledge of the company’s business and management and apply it to the new listing – it makes collaboration Asian Legal Business ISSUE 10.11
NEWS | analysis >>
“A lot of companies get confused in the delisting process; they think that taking their shares off the exchange is the whole solution. In fact, delisting does not do anything about the fact that you are still a company that has a public shareholder base in the US” stephen peepels, dla piper easier and much smoother,” explained Peepels. Robin Li, managing partner of Hong Kong-based Li & Partners, agrees. “Companies understand that the venue of listing is ultimately their choice and are unlikely fault their legal advisors. They would, therefore, most likely retain their initial IPO advisor – that is, unless the firm does not have a presence in the jurisdiction of its new listing,” said Li.
Optimum venue
Lawyers say while it is inevitable that some clients may eventually deviate from their initial venue choice, advice in helping them choose the optimum location is extensive right from the start. “We advise on these types of issues (choosing the best venue for listings) all the time. The main consideration is where Edwin Luk Orrick the company is most likely to have interest by investors and the best research coverage,” said Peepels. “For instance, the HKSE has all of the major Chinese financial institutions listed so a PRC bank that wants to keep up with its peer group would be advised to look to the HKSE,” he added. However, recent delistings seem to indicate that while local companies are ambitious to list, many have only a vague idea of IPO market conditions. According to Wen Ye, capital markets partner at Beijing-based V&T Law firm, companies think that they can raise funds faster on UK and US bourses because their markets are more mature. “This is where we step in and advise clients that that is no longer the case: the Greater China market is just as strong, if not stronger, than the west,” said Wen. Many PRC companies that listed on the AIM in boom times are indeed now finding it difficult to realise the benefits that they had expected. What is happening now, Peepels explains, is that sophisticated PRC companies are realising that while listing on foreign exchanges may appear more user-friendly, it may not quite provide the liquidity the company desires. Undoubtedly, the strong interest and confidence of investors in the Greater China region– particularly Shanghai, Shenzhen and Hong Kong – have made their bourses an attractive medium in which to raise funds. WCC and China Medical Systems’ recent issues transfer may trigger similar realisations. According to Edwin Luk, Orrick’s Asia corporate group leader and Hong Kong-based partner, Hong Kong currently offers good opportunities to companies which need capital markets funding to grow. “We anticipate seeing more Chinese companies delisting from AIM and going to Hong Kong,” he said. ALB www.legalbusinessonline.com
Update >>
Intellectual Property New milestone in Singapore’s patent system development
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n 20 September 2010, the Singapore Registry of Patents published a “Guide on Patentability Issues arising during Search & Examination”. This Guide is intended to provide instructions and guidance to patent practitioners on how to deal with patentability issues that arise during substantive examination of Singapore patent applications. Given Singapore’s short patent history, the publication of this Guide represents a milestone in developing patent jurisprudence in Singapore. The examination of patent applications is unique to Singapore because examination may take any one of the “local”, “foreign”, or “mixed” routes. There are no patent examiners at the Singapore Registry of Patents, so the “local” examination route means that Singapore patent applications are sent to the Australian Patent Office, the Austrian Patent Office, the Danish Patent Office or the Hungarian Patent Office for substantive examination. In the “foreign” route, applicants may rely on the successful prosecution of a corresponding application for grant of the Singapore patent in lieu of “local” examination. In the “mixed” route, applicants request “local” examination based on search results obtained from a corresponding application. The Guide aims to focus on examination carried out under the “local” or “mixed” route. With patent examiners working in different jurisdictions, the Guide is also intended to serve as a source of reference for these examiners. One useful feature of the Guide is its comparative study of the different approaches taken in the United States, Europe, the United Kingdom and how they compare with Singapore. An example worth noting is the issue on patentable subject matter. The Guide indicates that Singapore’s patent examiners need not be embroiled in the debate on whether a particular claimed subject matter falls within a statutory list of exclusions and whether the subject matter has “technical character”, “technical contribution” or “technical effect”. Instead, Singapore examiners only need to look out for that “something more” for the subject matter in question to rise above the status of a “discovery” to the status of an “invention”. Therefore, it would appear that inventions relating to business methods and computer programmes may be considered patentable subject matter in Singapore so long as they pass the first hurdle of it being an invention. There are certainly patentability issues that have yet to be decided on before the Singapore courts. Until then, in the absence of local case law, this Guide will come in useful to patent practitioners in dealing with these issues. Edmund Kok, Patent Attorney ATMD Bird & Bird LLP Phone +65 6428 9843 Email edmund.kok@twobirds.com ATMD Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. The firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.
Edmund Kok
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NEWS | analysis >>
Analysis >>
Australia: The final frontier for international law firms? International law firms Allen & Overy, Norton Rose and Dorsey & Whitney have all opened offices in Australia over the last 18 months. Despite deep differences in the size, scale and focus of their practices, each shares similar reasons for venturing ‘down under’. ALB looks at this trend and outlines why the arrival of further new faces in Australia should be seen as imminent
►► International firms in Australia Firm Baker & McKenzie Sullivan & Cromwell Skadden Stikeman Elliot Jones Day DLA Piper* Holman Fenwick & Willan Kennedys Sidley Austin Dorsey & Whitney Norton Rose Allen & Overy
Home Jurisdiction US US US Canada US US UK UK US US UK UK
Australian offices (year opened) Sydney (1964), Melbourne (1982) Melbourne (1983), Sydney (2001) Sydney (1989) Sydney (1997) Sydney (1998) Auckland, Brisbane, Canberra, Melbourne, Perth Sydney, Wellington (2006) Melbourne (2006) Sydney (2006) Sydney (2007) Sydney (2009) Brisbane, Canberra, Melbourne, Perth, Sydney (2010) Perth, Sydney (2010) This list does not purport to be exhaustive *In global alliance with Phillips Fox
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Asian Legal Business ISSUE 10.11
NEWS | analysis >>
W
hile some foreign law firms have had a presence in Australia for the better part of four decades, the way recent arrivals have sought to place their Australian presence firmly under the umbrella of their broader Asia-Pacific practice has refocused attention on the importance of the Australian market in Asia.
Asia via Australia
When US firm Dorsey & Whitney entered the Australian legal market via an office in Sydney in mid-2009 few were surprised. The firm, by its own admission, had been exploring the idea of opening there for the better part of five years. But while its opening was not unexpected, the role that its office would play in its global and regional Asia practice was certainly unorthodox. Rather than using Hong Kong, Beijing or Shanghai as the base for its Asia operations, the firm announced that Sydney would be its Asia hub – the nexus through which it would plan its assault on the lucrative India and Greater China markets. “I guess some may say this is a little unusual,” the firm’s Asia managing partner said at the time, “but for us it’s natural and makes sense… Australian is a developed country with a robust, stable economy and this is a good counterbalance to what we have elsewhere in the region. Australia is a slow-burning market: growth may be slow from time-to-time but it will rarely cease,” he said. The novelty of Dorsey’s move should not be underestimated: in choosing to base its Asia operations outside of the region it was not only breaking from orthodoxy but also challenging the model that its US counterparts had been using in Australia for much of the last four decades. Firms like Skadden, Sullivan & Cromwell and Jones Day have treated their Australia offices generally as satellite offices with little or no integration into the firm’s other Asia offices. While Dorsey was arguably the first to go against the grain in this regard, a similar intent is apparent in the Australian expansion of both Norton Rose and Allen & Overy. Both firms agree that the strength of the Australian economy was a www.legalbusinessonline.com
“Our decision to launch in Australia underlines the increasing importance of Australia in the Asia-Pacific economies. We see significant opportunities for high-end, cross-border M&A and finance work in the private and public sectors” David MOrley, allen & overy
major factor in their decisions to enter Australia and each has also talked extensively about its desire to tap into the market’s wealth of commercially astute and technically gifted lawyers. For instance, Thomas Brown, Allen & Overy’s Asia-Pacific managing partner, described his firm’s Australia move as logical in its global expansion given the well-known depth of the country’s talent pool; and Don Boyd, Norton Rose Australia’s chief executive partner, said he saw the country’s talent pool as “vital and critical” to its regional expansion.
Two-way investment
While factors such as these make Australia an increasingly lucrative market for international law firms, they are, in themselves, insufficient to explain why Australia is so appealing to international players. Norton Rose’s Boyd probably puts it best when he says: “To just set up in Australia to just tap into the Australian legal market doesn’t really on the face it make it a business case because this is a massively competitive environment.” What really makes Australia enticing for international law firms are the increasing two-way transactional levels between Australia and Asia. “Our decision to launch in Australia underlines the increasing importance of Australia in the Asia-Pacific economies,” said Allen & Overy’s senior partner David Morley. “We see significant opportunities for highend, cross-border M&A and finance work in the private and public sectors, particularly in the energy, mining and natural resources sectors.” The empirical data provides perhaps the best indication of just how important. In the first half of 2010, FDI into Australia stood at US$328bn and outward FDI at US$346bn, according to the Australian Trade Commission (ATC). During this period, the country accounted for 13% of global inward
FDI flows into South and South-East Asia. This is not to mention that with 2,050 listed companies and a market capitalisation of around US$936bn the Australian Stock Exchange is currently the largest liquid stock market in the Asia-Pacific (ex- Japan). Estimates from the ATC suggest that these numbers will continue grow in the months ahead, and so will the country’s economy – despite the minority Labor government’s less probusiness platform.
Implications
It is no secret that a number of international law firms are seriously investigating entering the Australian legal services market. In addition to Clifford Chance’s very thorough, very public reconnaissance centred on Australian top-tier heavyweight Mallesons, industry observers contend that at least one other Magic Circle law firm is “very close” to announcing its intentions to open in Australia while a number of second- and third-tier US firms are also exploring options. The importance that an Australian presence may have for international law firms should not be underestimated; but it is an importance that will likely derive from treating Australia as part of an Asia practice rather than as a stand-alone, satellite office offering only niche advice on the intricacies of New York securities law. Thirty years ago it was an international firm’s presence in Tokyo or Hong Kong that was the hallmark of a well-rounded Asia practice. Twenty years ago it was a presence in Shanghai or Beijing. Tomorrow it may be a presence in Sydney, Melbourne or Perth. In an age where it is becoming increasingly difficult to distinguish one firm’s Asia practice from another, being able to lay claim to offices in the Antipodes adds an element to an Asia practice that few others can boast. ALB 11
NEWS | analysis >>
Analysis >>
In-house graduate recruitment:
a road less travelled Hewlett-Packard has gone where few corporate law departments have gone before, launching its own formal in-house graduate training program. But the negatives could outweigh the positives both for the company and the lawyers concerned. ALB investigates
I
n September this year, HewlettPackard (HP) announced that it would offer fresh law graduates in-house training contracts. The move makes the US-based tech giant’s in-house team conspicuous in the world of corporate law — only a handful of corporates across the world have dipped their toes into graduate recruitment, but few as wholeheartedly as HP— but will others seek to emulate their model? ALB’s research suggests that while the sentiment should be applauded taking on lawyers to be may be more trouble than its worth for the company and the lawyers concerned.
Structure
According to HP’s global general counsel Michael Holston, the in-house team’s graduate training program will be based loosely on the training contract system offered by most US and UK law firms. Graduate trainees will take ‘seats’ or rotations through the legal team’s major departments including litigation and dispute resolution, intellectual property, 12
Asian Legal Business ISSUE 10.11
NEWS | analysis >>
commercial law and risk management. The four trainees who will start this year (chosen from Harvard, Northwestern and the University of California at Berkeley) will work out of the legal team’s base in Palo Alto and will their progress will be closely monitored by senior lawyers to ensure that they develop a balance of both technical skills and the more commercial skills that are essential to role of an in-house lawyer. The company’s decision to take law graduates into its in-house legal department is both a direct consequence of the belt-tightening that was induced by the financial crisis and the changing nature of the in-house legal role. Holston, who has presided over a comprehensive restructuring of the company’s inhouse legal function, believes that not is graduate recruitment the key to streamlining internal legal costs, but their grounding in-house means they are also more predisposed to giving commercially viable and sectorspecific advice. Holston said that more mature lawyers such as those with 5-7 years PQE who come from private practice often struggle with the transition develop the requisite levels of commerciality needed and “take far too long” to switch their advisory mindset from risk avoidance to risk management.
Negatives
While HP’s graduate recruitment program is certainly novel and a somewhat creative response to the increasing costs pressures that inhouse legal departments are subject to, few predict other corporates will seek to emulate it. Firstly, few companies have the same amount of in-house legal resources at their disposal as HP and even fewer can commit the time required to ensure graduates develop to a level necessary in-house. “After the financial crisis there has been a sharpened focus on in-house legal departments as fee generators, not only as cost minimisers,” said one in-house lawyer ALB interviewed. “In this context, I think very few boards would support such a strategy especially as you are unlikely to see any financial returns in the mediumterm.” www.legalbusinessonline.com
Others believe that while being able to train a lawyer from the ground up in the often fine art of commercial acumen is vital to the in-house role, bringing on lawyers to be who have foregone the often arduous private practice induction into law may in fact be counterproductive for in-house legal teams. “[The success of models like those being used by HP] will depend on the level of complexity you have in your inhouse legal department,” said Andrew Bellers, the Asia Pacific general counsel for Aon. “I would be sceptical whether an in-house environment allows for the development of the ‘hard law’ skills. I very large legal departments this may be theoretically possible but I have my reservations as to whether this will be achieved to an acceptable level for the individuals and the companies concerned.” Not having the ‘hard skills’ that Bellers speaks of may limit the career development opportunities available to those who chose to start their legal careers in-house. Ben Cooper, vice president at CML Recruitment says although schemes such as HP’s will allow lawyers to fast-track their careers in-house, bypassing private practice training can be a long-term risk. “The disadvantage of bypassing the private practice stage of the [traditional] in-house path is that associates will not gain the thorough technical training lawyers receive in structured training contract programs,” he said. “As a lawyer [working in Asia] you want to have thorough training and knowledge so you have something to fall back on.” Whether or not any corporates in Asia will implement strategies similar to HP remains to be seen. HSBC, Barclays Capital, Aviva and Vodafone have all tried their hands at graduate legal recruitment only to see their programs produce disbanded quickly after for want of solid results. But the changing dynamics of legal recruitment in Asia and the much talked about crush for talent in places like Singapore, Hong Kong and Malaysia may well mean that in-house legal departments need to secure the best talent, sooner rather than later, lest they lose out to top local and domestic law firms. ALB
“The disadvantage of bypassing the private practice stage of the [traditional] inhouse path is that associates will not gain the thorough technical training lawyers receive in structured training contract programs” ben cooper, cml recruitment
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NEWS >>
news in brief >> Mayer Brown JSM helps out NGOs Mayer Brown JSM has donated more than 1,700 items of furniture to 14 social enterprises and nongovernmental organisations in Hong Kong. This initiative is organised by the Hong Kong Council of Social Service - HSBC Social Enterprise Business Centre (SEBC) and follows the recent renovation of Mayer Brown JSM’s main office. Items donated included more than 700 book shelves, 400 cabinets, conference tables, desks as well as chairs. The firm decided to give away its temporary furniture to NGOs including the Salvation Army, Christian Action, Stewards and Playright, as well as social enterprises across the city operated by various other NGOs. These social enterprises generate income through business operation and reinvest profit into the community and disadvantaged groups.
Dewey & LeBouef gains fourth office in Middle East – Abu Dhabi US firm Dewey & LeBouef has opened its fourth office in the Middle East – in Abu Dhabi. The firm, which has had a presence in the region for over 30 years, also has offices in Dubai, Doha and the Saudi capital Riyadh. The firm’s new Abu Dhabi office will serve as the base for its insurance and alternative and clean energy practices in the Middle East in addition to providing a full range of corporate services, including project and infrastructure development and finance, banking and capital markets. The office’s development will be overseen by corporate and energy partner Stephen Jurgenson, who has recently located to the UAE capital from the firm’s London office. He will work closely with London-based capital markets partner Camille Abousleiman. Kuwait: ASAR strikes alliance with Boutros Ziadé to tap lucrative Lebanon market Kuwaiti firm Al Ruwaydeh & Partners (ASAR) has sealed an alliance with Lebanese law firm Boutros, Ziadé & Associates to capitalise on the increase in three-way investment between Kuwait, Bahrain and Lebanon. The two firms, which have been working together for the better part of the last decade on an informal basis, said that the improved economic conditions in Lebanon coupled with a dearth of cross-border legal service providers were behind the move. “ASAR partner Ibrahim Sattout, who is a Lebanon-admitted practitioner, and Boutros Ziadé name partner, Walid Boutros, will be the lawyers responsible for overseeing the alliance.
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Hong kong >>
IPO boom in Hong Kong – Paul Hastings, Orrick
A
tremendous surge in Hong Kong IPOs in recent weeks indicates a return to health for capital markets in the region, and well positioned firms are reaping the benefits. “This year has been an interesting year in terms of pace,” Paul Hastings Hong Kong chair Neil Torpey said. “In the first couple of months, markets were looking very robust and were receptive to a lot of capital market deals. In March, the European liquidity crisis effectively slowed debt, capital and credit markets globally, including Hong Kong and we saw a period from March to July whereby the Hong Kong IPO market was much slower. Now in the last several weeks, the market in the US has advanced in a significant way and there’s a much higher level of receptivity amongst investors towards new offerings that
are coming to market in Hong Kong, with quite a significant appetite.” Torpey says his firm is currently working on approximately 25 Hong Kong IPOs and has hired 20 new lawyers in the last 12 months to cope with the influx of capital markets and finance work. “There is a tremendous amount of activity in that space right now. What has changed in the last several weeks is while we’ve been very busy on a number of these deals, now the deals are beginning to come to market and go to the finish line,” Torpey said. Changfeng Axel – a leading Chinese auto parts manufacturer – completed a Hong Kong public offering and an international offering under Regulation S/Rule 144A on September 27. “We have seen the number of completed listings in the Hong Kong
Singapore >>
Breakthrough water recycling JV
R
ajah & Tann, Stamford Law, King & Wood and Clifford Chance have acted on the first proposed takeover of a listed business trust in Singapore – a US$225m joint venture between Japan’s Mitsui & Co and Singapore Hyflux to develop a substantial water treatment business in Mainland China. Under the terms of agreement signed in August, the new joint venture company, Galaxy NewSpring agreed to acquire 21 existing water treatment,
management and recycling operations in China, currently owned by Hyflux and its Singapore-listed subsidiary Hyflux Water Trust (HWT). The transaction is significant as this is the first proposed takeover of a listed business trust in Singapore since business trusts were first introduced in 2004. Galaxy has now completed the acquisition of four of the existing operations directly from Hyflux. Galaxy has also made an offer to Asian Legal Business ISSUE 10.11
NEWS >>
Update >>
and Maples bring deals to market IPO market pick up over the past few weeks and the Changfeng Axel IPO is the first in a series of upcoming IPOs that our capital markets team expect to complete in the next several weeks, “ Paul Hastings chair of greater China practice Raymond Li said. Meanwhile, a team from Orrick led by partners Edwin Luk and Allen Shuyu recently advised Boshiwa, a high-end Chinese children’s product manufacturer in its US$320m IPO on the main board of the HKSE. “As the markets continue to improve, we expect to see more Chinese companies with similar profiles as Boshiwa tap the capital markets in Hong Kong,” Luk said. Orrick also acted on the US$223m HK IPO of Trony Solar – a Shenzhen-based solar power photovoltaic module manufacturer – that took place on 7 October 2010. The Orrick team was led by Edwin Luk and Phoebus Chu. Other firms have been busy with IPO work too. Maples and Calder recently completed three IPOs on the Hong Kong Stock Exchange, Maples acting as BVI & Cayman counsel to issuers China Medical System Holdings, Microport Scientific Corporation (US$213m) and Besunyen Holdings. ALB
engages top law firms acquire all the publicly held units of HWT as part of the transaction, which is expected to complete before the end of the year and will result in the acquisition of the remaining 17 existing operations. “Water supply is vital for regional development in the years ahead and efficient management and recycling operations are critical to ensure the best use is made of scarce resources,” said Clifford Chance lead partner advising Mitsui & Co, Lee Taylor. “This project unites the skills of two leading Asian companies in this sector to develop a significant water supply business focused on China’s fast-developing provinces, such as Hebei and Jiangsu,” he said. The Clifford Chance team led by partner Lee Taylor advised Mitsui & Co while Rajah & Tann acted for Hyflux and Stamford Law acted for the consortium on the Exit Offer here in Singapore. In China, Mitsui engaged King & Wood. ALB ►► (Japan) Mitsui & Co - (Singapore) Hyflux joint venture
International Tax Britain leads EU in Personal Income Tax growth The UK leaps from 13th to 4th in high tax league table
T
he UK is leading a European upward-trend in personal tax rates, claim the results of a new study. Last year’s introduction by the UK Labour government of a 50% income tax band was the highest growth seen globally, propelling the UK to equalfourth position in the 2010 league table of EU personal tax rates. This is a significant rise from the UK’s 13th placing last year. The country now sits alongside Austria and Belgium. The study – which shows that the majority of worldwide movement in 2010 comes from the EU, where average rates went up by 0.3% over the past year – suggests the rest of Europe is following the UK in instigating higher levels of income tax. Only Sweden [56.6%], Denmark [55.4%] and the Netherlands [52%] outstrip the UK in terms of personal income tax rates, and the UK is now higher than key competitors, France and Germany; although, it is worth noting that the UK’s top rate of tax kicks in at a much higher earnings level than is the case in most of these countries. This makes a difference to the UK’s competitiveness because individuals are highly mobile and they may decide to vote with their feet. And where employers are concerned, tax is a crucial business issue when it comes to deciding where to locate workforces. Whether the tax rate increases we have seen around the world strike the right balance and have the intended impact has yet to be seen. Everyone may have a role to play in supporting their national deficit reduction measures but the fact that high-income earners are frequently more mobile should not be overlooked. Attracting such individuals using a competitive personal tax rate market, while tackling budget deficits, remains the challenge, for the UK.
By Debbie Annells, CTA (Fellow) 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
US$225m
Synopsis: Japan’s Mitsui & Co signs a joint venture with Singapore’s Hyflux to develop a substantial water treatment and management business in Mainland China. Firm Rajah & Tann Stamford Law Clifford Chance [lead partner: Lee Taylor] King & Wood
Client Hyflux Consortium on the exit offer Mitsui & Co
Role International counsel Singapore counsel International counsel
Mitsui & Co
PRC counsel
www.legalbusinessonline.com
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japan >>
uk report UK firms re-introducing intellectual ability to the graduate recruitment process Top UK law firms are introducing more ‘intellectual ability’ tests and phone interviews aimed at testing communication skills into the graduate recruitment process, to help determine whether candidates are suited to a career in law. Other measures such as psychometric testing, which is commonly used in other professions to assess graduate candidates, are also being considered. Top 10 firm Herbert Smith has introduced an on-line situational judgment test, taken as soon as the application form is filled out. It has also added a logical reasoning test to its existing verbal reasoning exam. Head of resourcing Peter Chater said the measures will improve the objectivity of the process and reduce the length of the application, so the firm can reply to candidates more quickly. Pinsent Masons has also introduced a telephone interview for candidates to establish that they are right for the firm both on and off paper. “As an increasing number of people apply for a career in law, we’ll need more ways to distinguish between applicants other than the traditional application form,” said Pinsent Masons graduate recruitment manager Edward Walker. Linklaters comes bearing gifts In a move deemed appropriate for London’s gloomy weather, UK firm Linklaters is providing shelter from
the rain of the GFC for graduates with a return to levels of merchandising not seen since before the crisis began. The firm now offers Linklaters branded umbrellas at graduate recruitment fairs, encouraging students to share them around, mimicking the bike-sharing schemes now well established around Europe. In addition, Linklaters has promised to donate GBP20,000 to be divided between three educational charities. Franchising looking possible in UK firms As firms look for ways to decrease marketing and promotional costs, law firm franchise QualitySolicitors is said to be on the verge of signing 4 of the UK’s top 100 firms and is preparing to launch 50 branches within the next two years. While Quality Solicitors chief executive Craig Holt would not reveal the names of the firms, he said: “There’s more than one top 100 firm with whom we’re in discussions presently about taking on the QualitySolicitors branding alongside their own, but I can’t say more than that, I’m afraid.” All is set to be revealed once the firms have signed on the dotted line. Part of QualitySolicitors approach to growth is to take on more commercial work. Firms that sign up to QualitySolicitors pay an annual fee and their name is listed alongside the QualitySolicitors brand as part of the law firm’s title. The fee is used for marketing and advertising purposes.
ROUNDUP • London is preparing to welcome seven new partners from US legal giant White & Case. The firm appointed 35 new partners globally in October • Slaughter and May has set up its own outsourcing panel of three LPO providers it is willing to work with, caving to client pressure to keep fees down • Clifford Chance and Linklaters are two of only seven top firms leading the way by offering the accelerated LPC course to new recruits. Others include Slaughter and May, Norton Rose and Herbert Smith • Slaughter and May has been chosen as an advisor on the proposed takeover of Liverpool FC by the owner of the Boston Red Sox • Simmons & Simmons held its annual partner weekend on 12-13 October. Partners confirmed that a transAtlantic merger is still an option. China was also emphasised as a key part of the firm’s planned growth strategy • Herbert Smith has boosted its Singapore arm with the relocation of partner Adrian Cheng from the firm’s London office • Allen & Overy, Linklaters, Clifford Chance, Norton Rose and Herbert Smith were all among the firms chosen for Lloyd’s combined legal adviser roster
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Blake Dawson to B
lake Dawson will expand its Japan team significantly in the coming months, predicting strengthening outbound M&A deals and PPP partnerships between the two countries in the coming months. According to Blake Dawson M&A practice head Ian Williams, Japanese financial stalwarts such as Nomura, Bank of Tokyo and Mitsubishi are aggressively expanding their operations in Australia – in addition to a flood of acquisition deals coming to market between the
asia >>
Asia key driver in
U
S firm Squire, Sanders & Dempsey and UK firm Hammonds have become the latest pair to discuss the possibility of a trans-Atlantic merger. The two firms said that much remains to be done before bringing the merger to a partnership vote, but it is anticipated that partners in both firms will be asked to vote before the end of this year. If a merger were to proceed, the combined firm would have 37 offices and around 1,300 lawyers across 17 countries, while global revenues would top US$625m. And in Asia, the combined firm would have around 80 lawyers across offices in Beijing, Shanghai, Hong Kong and Tokyo. The emerging Asian markets, particularly the growing importance of China's economy to the world, lead many international lawyers in the region to believe that Asia is a key driver in recent UK-US law firm mergers. Rocky Lee, who recently left DLA Piper to become Cadwalader Wickersham & Taft's Asia managing partner, is one of the lawyers who hold this view. "I am led to believe that many of the mega US-UK law firm mergers are driven by the lure of Greater China," Lee said. "Many managing partners and legal consultants of these firms expect to see the Greater China legal market grow on a trajectory similar to that of China's GDP." Asian Legal Business ISSUE 10.11
NEWS >>
expand Japan operations two jurisdictions. “Japanese trading houses are active participants in PPP deals in Australia,” Williams told ALB. “We see continued strong participation in energy and resources. There is a lot of M&A work outbound from Japan with plenty of buying interest in coal mines and LNG from Japan to Australia. As a separate category the number of PPPs likely to be available for Japanese investors – whether it be constructors or equity arrangers or investors – is growing,” he said.
According to data released by the Australian Bureau of Statistics, over US$10bn of new investment flowed from Japan into the Australian economy during the last financial year. Japanese investment tends to get less coverage than Chinese, said Williams but Japan has traditionally been the largest investor from Asia. The firm is set to bring an additional three lawyers to its Tokyo office in the next six months, bringing the total number to 10. The office was launched in April this year. ALB
latest UK-US merger moves Earlier this year, Crispin Rapinet – Hogan Lovells managing partner for Asia and the Middle East – affirmed that one of the impetuses for the merger between Hogan & Hartson and Lovells was the growing importance of the Asia market, particularly that of China, and the long-term commitment of both firms to the region. "Creating a global firm with a substantial presence and capability in the US and Europe is the obvious key rationale for the merger...but what we will achieve in Asia and what we can achieve through the merger is also a significant part of the rationale for doing the deal," said Rapinet. However, a merger doesn't necessarily mean advantages. Several Asia managing partners of international firms, such as Eversheds' Nick Seddon, pointed out that they haven't seen any impact in Asia of the Hogan Lovells merger yet. Others note that the most visible and immediate effect has been significant headcount movement. "We've seen some well advertised departures from the merged firms. So this naturally has impacted Asia's relatively small legal market," said Lee. Commenting on the Squire SandersHammonds merger, Lee said that the proposed union should create synergies but the real question is whether the market has enough room for these mega global law firms to gain a distinct commercial advantage. ALB www.legalbusinessonline.com
news in brief >> Founder of HHP dies aged 55 Tuti Dewi Hadinoto, co-founder of Hadiputranto Hadinoto & Partners (HHP), has died aged 55. Hadinoto, who was one of the lawyers responsible for growing HHP into arguably the most formidable law firm in Indonesia, is also widely credited with Dewi engineering the firm’s alliance with Tuti Hadinoto Baker & McKenzie. HHP Hadinoto had more than 20 years experience in capital markets-related transactions across the region and was widely regarded as one the of the foremost securities lawyers in Indonesia. She was head of the firm’s Capital Markets Practice Group and acted on some of the countries largest IPOs of the past decade in addition to advising on watershed M&As. “She will be remembered as a strong woman who had a high level of commitment towards her work as well as the development of HHP, and a great love of family and friends,” said Timur Sukirno, chairman of HHP. “Her legacy will live on; we will maintain the position of HHP…the firm that Tuti Dewi built and was so proud of.” dacheng joins King & Wood and Jun He in Nyc Dacheng, China’s largest law firm by lawyer head count, has officially opened its new branch on Wall Street. New York is Dacheng’s second location in the US – the firm established a branch office in Los Angeles and entered into a strategic alliance with California firm Matthews Wilson and Hunter last June. The newest addition to Dacheng’s global network is headed by partner Dong Huachun, the current head of capital markets practice who is dual-qualified in New York and the PRC. Singapore: JLV to give Duane Morris ‘credible’ presence in Singapore US firm Duane Morris has secured approval from the Singapore Ministry of Law to launch a joint law venture (JLV) with local firm Arfat Selvam Alliance. Duane Morris, which has had a small three-lawyer presence in the Lion City since 2007, cited increasing transactional volumes in South-East Asia as well the growth potential in areas such as Islamic finance as the drivers behind the move. Arfat Selvam is a 17-lawyer corporate practice specialising in corporate transactional work as well as Islamic finance. The move means Duane Morris will become only the second US-based law firm to currently use the JLV model to structure its Singapore practice; Baker & McKenzie has enjoyed a successful relationship with Wong & Leow since 2001.
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NEWS >>
Japan >>
NO&T announces
us report Red becomes Red, White and Blue in Liverpool FC sale Liverpool FC’s traditional red is looking set to become Red, White and Blue this month as US firms Shearman & Sterling and Weil Gotshal & Manges advise on the sale of an English institution, Liverpool FC, to the owner of the Boston Red Sox, New England Sports Ventures (NESV). European managing partner Creighton Condon is understood to be leading the team acting for longstanding Shearman client NESV. Weil Gotshal’s managing partner for London, Mike Francies, is said to be advising the current owners of the club, Tom Hicks and George Gillett. Corporate rainmaker Nigel Boardman, from UK firm Slaughter and May, will also be advising Liverpool FC. It is also still unclear whether Allen & Overy has a role in the takeover, which requires premier league permission before the deal can progress. White & Case confirms 35 new partners world-wide, Asian focus strong US legal giant White & Case LLP has named 35 new partner appointments world-wide as the firm continues to grow and strengthen its Asian presence. The appointments follow the promotion of 33 partners in December 2009. English qualified Charlie Wilson will head the
N firm’s M&A practice in Singapore, while Tokyobased bengoshi Yuji Ogiwara will be the partner for commercial litigation in its Tokyo office. HKand English-qualified lawyer Baldwin Cheng will head the banking practice in Hong Kong. Barclays Capital kicks off review of US legal advisers – sparks competition frenzy BarCap has begun its first review since the US$1.75bn Lehman acquisition and competition from both sides of the Atlantic is fierce. US firms Skadden Arps Slate Meagher & Flom and Weil Gotshal & Manges and UK firm Linklaters are heading the pack, but anything could happen as some members of its 52-strong panel of advisers could even be removed from the roster. The addition of the US arm of Lehman appears to have sparked the frenzy – with one US partner commenting: “Barclays’ investment arm has gone from a second thought on Wall Street to a power player. BarCap has always been major league in M&A, but with the addition of [the US arm of] Lehman the group boasts a top-notch balance sheet.” BarCap has also made several new hires recently in an effort to boost its global standing. The company completed its last full panel review in July 2009 and appointed a number of new advisers after the process.
ROUNDUP • A former Dewey & LeBoeuf lead counsel has garnered support from Google and other investors for a US$5bn offshore wind energy project in the mid-Atlantic • UK firm Allen & Overy has relocated London partner Andrew Fraiser to its New York practice with a view to taking the market lead on PPP and infrastructure project advice • Winston & Strawn has poached its new Beijing chief, Jem Li, from fellow US operation Cadwalader Wickersham and Shaft • Baker Botts made two new partner hires for its London office. Global projects lawyer Hamish McArdle and litigator Alejandro Escobar were the only two promoted outside the US • Cleary Gottlieb Steen & Hamilton and Sullivan & Cromwell LLP were both selected to advise Russian internet group Mail.ru on its listing on the LSE for approximately US$5bn • White & Case LLP has launched a new Beijing seat for its trainees, expanding its secondment program from existing seats in Singapore, Hong Kong and Tokyo • Jones Day Madrid chief Luis Riesgo will be relocating to Sao Paulo to head the firm’s new Brazil office base. Partners Sanjiv Kapur and Wade Angus will follow when they are qualified to practice • Weil, Gotshal & Manges, Jones Day and other US firms confirmed that the billable hours for unwinding the now defunct Lehman Brothers broke the US$1bn barrier in October
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agashima Ohno & Tsunematsu’s recent announcement of a landmark alliance with Allens Arthur Robinson (AAR) – to capitalise on the Australian Jiro Mikami firm’s regional spread NO&T Partner — indicates a longterm structural shift in Japanese business dealings as Japan’s outbound investment into Asia grows. “These days Japanese companies are seeking to expand operations into Asia, especially into Southeast Asia ; and because Allens has 11 offices in Asia, we think it’s worth entering into an offshore core alliance relationship with them,” NO&T partner Jiro Mikami told ALB. industry >>
Trend alert: private partnership with governments on the rise
P
rivate participation in public infrastructure is growing in Asia and will be a trend to watch in coming years. According to Baker & McKenzie of counsel Paul Elliott, PPP work is on the rise in the Asia- Pacific – including in Japan, Singapore, Taiwan and Australia. “PPPs tend to lend themselves better to more sophisticated jurisdictions,” Elliot told ALB. “There is a revitalised level of interest of PPPs in the Asian region. I think the reason why governments in the region are moving towards a PPP model is due to a matter of efficient risk allocation,” he said. Other lawyers in the region agree. “PPPs project models have been very successful in Singapore and a number of Asian countries are trying to replicate its success. It is an up-andcoming trend in the region,” Norton Rose of counsel Nicky Davies said. According to Herbert Smith head of Asia Anna Howell, the firm has witnessed not just an increasing number of public-private partnerships but also more partners within these partnerships. ALB Asian Legal Business ISSUE 10.11
NEWS >>
alliance: indicative of outbound trend Conversely, AAR believes the benefit is mutual. “This decision is in response to the growing needs of clients as they move beyond Japan – and an increasing number of Australians clients go into Japan,” AAR Japan practice lead partner Tim Lester said. Areas AAR expects to see growth following the collaborative alliance include infrastructure and projects, energy and resources, M&A, renewable energies suppliers and agribusiness. According to Tim Lester, this alliance will be “more structured and seeks to be a much more cohesive and collaborative arrangement” than its relationship with Slaughter and May in Asia – which he defines as more referral than collaborative.
NO&T presently has a lawyer seconded to AAR’s Jakarta office and plans to second another two to the firm’s Ho Chi Minh and Bangkok offices. NO&T has revealed it is currently working on a big deal relating to the Asia and Oceania energy markets, of which further details remain confidential. According to Mikami, NO&T does not intend to open any further offices in Asia for now, and plans to use AAR’s offices in Asia instead. “The biggest reason for entering into this core alliance is our clients: the Japanese companies are seeking to expand their operations into Asia and that movement is accelerating these days,” Mikami said. ALB
china >>
WongPartnership’s latest foray: BeijingShanghai vital combo
W
ongPartnership has recently received approval to launch its second China representative office, in Beijing. This year, Latham & Watkins and Australian firm Minter Ellison, amongst others, have both expanded out of Shanghai into Beijing to target larger companies and SOEs. The Beijing office will be WongPartnership's fourth overseas office after Shanghai, Qatar and Abu Dhabi. Collectively, the firm will have around 20 fee earners in the mainland, supported by a team of over 40 China practice lawyers. "We have long recognised the significance of Beijing. The profiles of clients in the two cities are very different. In Beijing you have the SOEs and in Shanghai you get the smaller businesses along with a concentration of MNCs. The scale and types of deals closed are also different. Both markets offer something different for international firms. That is why you will continue to see international firms' involvement in both cities," said Gerry Gan, joint head of WongPartnership's China Practice.
www.legalbusinessonline.com
news in brief >> Asia-pacific IPOs skyrocket According to recent data released by Thomson Reuters, there have been 555 IPO issues (in Asia excluding Japan) this year to date, with a 165% increase in IPOs from the same period last year. Japan has witnessed a whopping 2,806% increase in IPOs in the past year but it is Chinese companies that account for a significant portion of IPO growth within the region. China has seen a 195% improvement in its IPO statistics, accounting for US$78.1bn of the US$98.6bn IPO proceeds in the year to date. Australia has seen a 373% jump in the number of deals on the market but has only managed a proceeds value of US$800m thus far. Nabarro latest firm to zero in on Singapore legal services boom UK law firm Nabarro has been granted a foreign law practice (FLP) license in Singapore and is due to start operations later this year. The office will focus on the areas of construction, engineering and international arbitration, and will be led by construction partner Emerson Holmes. “The initial focus of our practice will be giving advice to clients involved in onshore and offshore construction and engineering, including advice on dispute avoidance and arbitration. Our aim is to grow the office with strategic local hires,” Emerson told ALB.
►► Quick facts: Nabarro Offices
With its Shanghai office operating for six years, WongPartnership has won many mandates on SinoSingaporean deals. The firm recently advised on a RMB12bn JV between Tianjin Eco-City and Keppel Corporation. It also recently closed another JV agreement between Guangzhou Knowledge City Investment and Development and SingBridge International, a wholly owned subsidiary of Temasek Holdings. ALB ►► Asian firms with dual (Beijing and Shanghai) offices Firm
Country
Mori Hamada & Matsumoto
Japan
Soga Uryu & Itoga
Japan
Nobuo Takai
Japan
Shin & Kim
Korea
Bae, Kim & Lee
Korea
WongPartnership
Singapore
Fee earners Partners Alliance firms
London, Sheffield, Brussels, Singapore 400+ 125+ 3
Snr denton loses muscat infrastructure projects head to curtis Less than a month after its formation, SNR Denton has seen its Muscat head of infrastructure and projects, Mary Allan, lured away by US firm Curtis, Mallet-Prevost, Colt & Mosle (Curtis) Allan, who will continue to be based in the Omani capital, focuses on projects in the utilities and energy sectors. While at Dentons, much of her work was on behalf of GCC governments whom she advised on regulatory issues for new power and water projects, among other things. Allan’s appointment increases the number of partners across the firm’s Middle East practice to six. In addition to its presence in Oman, the firm also has offices in Istanbul and Dubai (2008).
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NEWS >>
Japan >>
Japan Big Four targets South-East Asia: structural shift in Japanese client trends
N
agashima, Ohno & Tsunematsu (NO&T), Mori Hamada & Matsumoto (MHM), Nishimura & Asahi and Anderson Mori & Tomotsune have all indicated expansions and secondments into Asia as Japanese businesses shift from domestic markets and go regional. Partners from all four law firms agree that a long-term structural shift in Japanese business-making patterns is underway – necessitating a regional growth strategy by the Japanese law firms to capture client workflows for the future. “There is tremendous growth in Japanese outbound M&A,” said Nishimura attorney Stephen Bohrer. “We’ve been riding that tide – we’ve formed a practice group to work with Japanese clients as they go overseas.” According to MHM partner and head of China and Asia practice Takuya Eguchi, there has been tremendous growth in Japanese M&A in Asia, with half of his workload now relating to Thailand, Vietnam, India and Indonesia. “Two years ago, I used to deal mainly with China matters – 80% in fact. Currently, 50% of my matters relate to other Asian countries. This is why I believe our firm has made a big commitment to Asian businesses,” Eguchi said. Last year, MHM seconded a lawyer to Thailand’s Chandler & Thong Ek. This year, lawyers have been seconded
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to Singapore’s Rajah & Tann and to an undisclosed firm in Hong Kong. Some lawyers have attributed the structural shifts in pattern to the inflexible labour laws in Japan which makes cost-cutting and restructuring difficult in Japan, prompting many to move their operations overseas. “Labour is protected in Japan and there is no flexibility in cost cutting or cost reduction. In addition, operations are damaged in the Japanese industry. The market is also shrinking with an ageing population. So everyone is moving out of Japan to find a new frontier. The new frontier was China five to six years ago. But now China has matured, so we are moving into India and into other parts of South-East Asia,” Anderson Mori partner Tsutomu Miyano said. Earlier this year, Nishimura launched Beijing and Ho Chi Minh offices in June and September, respectively; the Ho Chi Minh office is the first Japanese permanent presence in South-East Asia. “We are fully aware of this trend, and we are capitalising on it. We foresee this structural shift to take place in the months ahead,” Bohrer said. “I do believe that Japanese companies will be interested in capitalising and investing in South-East Asia or the Asia-Pacific; there will always be strong ties with Europe and the US, but we see that we can add greater value in these burgeoning markets where the legal
systems are not as developed and the connections are new.” According to Miyano, Anderson Mori has not ruled out opening an office in South-East Asia and it is something that is up for consideration in the future. “South-East Asia is a hotspot that a lot of Japanese firms are moving towards but we think it’s too early to open an office there for now; but we are quite keen to expand our network to the Asian region including India, Malaysia, Singapore and Hong Kong,” Miyano said. “Establishing a new branch is a big investment and is something we will consider very carefully.” In the past 12 months, Anderson Mori has seconded associates to J Sagar & Associates in India, Zaid Ibrahim & Co in Malaysia and Kim & Chang in Korea. Nagashima, meanwhile, recently announced a strategic collaborative core alliance with Australian firm Allens Arthur Robinson to work closely together and utilise Allen’s regional reach through its 11 offices in Asia. “These days Japanese companies are seeking to expand operations into Asia, especially into South-East Asia, and because Allens has 11 offices in Asia, we
“I do believe that Japanese companies will be interested in capitalising and investing in South-East Asia or Asia-Pacific” stephen bohrer, nishimura & asahi think it’s worth entering into an offshore core alliance relationship with Allens,” Nagashima partner Jiro Mikami said. At present, Nagashima has seconded a senior associate to the Jakarta office with plans to second two extra lawyers to Ho Chi Minh and Bangkok next year. “Japanese companies are seeking to expand their operations in Asia and that movement is accelerating these days,” Mikami said. According to Mikami, the firm foresees growth in litigation and arbitration, infrastructure projects and corporate, including M&A work from the region. ALB Asian Legal Business ISSUE 10.11
NEWS >>
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www.legalbusinessonline.com
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NEWS >>
news in brief >> Hong Kong IPO for boshiwa The surge in the Hong Kong capital markets continues with the US$320m initial public listing of Shanghaibased children’s product manufacturer, Boshiwa International, on the main board of the Hong Kong Stock exchange. According to Orrick lead partner Edwin Luk, the firm expects to see a strong pipeline of continued growth in this area. “This is one of the most soughtafter deals in the Chinese consumer industry and its success highlights the strength of investor appetite in Hong Kong and globally for Chinese companies with good growth potential,” Luk said. “As the markets continue to improve, we expect to see more Chinese companies with similar profiles to Boshiwa, which is private equity invested and in the Chinese consumer industry, tap the capital markets in Hong Kong.” Philippines power stations sale Sicangco, Herbert Smith, ACCRA Law and Bakers have acted on the sale of BG Group’s indirectly held 40% stake in the Santa Rita and San Lorenzo natural gas-fired power plants in the Philippines to Korea Electric Power Corporation (KEPCO) for a net consideration of US$400m.
BG Group, a longstanding client of Herbert Smith, penned a sale and purchase agreement with KEPCO on 29 September 2010. The plants are located in Batangas, on the island of Luzon, 80 kilometres south of Manila.
appointments ►► LATERAL HIRES Name
Leaving
Going to
Practice
Location
Devidas Banerji
Clifford Chance (Singapore)
Khaitan & Co
Banking & finance
India Hong Kong
Junko Shiokawa
Soga Uryu Itoga
Conyers Dill & Pearman
Banking & finance
George Booth
Simmons & Simmons
Clyde & Co
Corporate, project finance Abu Dhabi
Rebecca Kelly
DLA Piper
Clyde & Co
Compliance, dispute resolution
Dubai
Mary Allan
SNR Denton
Curtis
Energy & utilities, project finance
Oman
Kenjiro Yamaguchi
Soga Uryu & Itoga
Mori Hamada & Matsumoto
Chinese law
Japan
Dieter Yih
Mallesons Stephen Jaques
Milbank
Corporate finance, capital markets
Hong Kong
Tim Dobson
Allen & Overy
DLA Piper
Corporate, cross-border transactions
Bangkok
Curtis Mallet-Prevost, Colt & Mosle
M&A, private equity
Dubai
Jeremy Miocevic Hadef & Partners
►► Promotions Name
Firm
Promotion
Practice
Location
Guy Spooner
SIAC
Board of directors
Arbitration, dispute resolution
Singapore
Lee Eng Beng
Rajah & Tann
Managing partner
Head of firm
Singapore
Sudaresh Menon
Singapore government
Attorney General of Legal policies Singapore
Singapore
Baldwin Cheng
White & Case
Partner
Banking & finance
Beijing
Yuji Ogiwara
White & Case
Partner
Commercial litigation
Tokyo
Charlie Wilson
White & Case
Partner
M&A
Singapore
►► Relocations Name
Firm
From
To
Practice
Emerson Holmes
Nabarro
London
Singapore
Head of Singapore office (Construction)
Daniel Rogers
King & Spalding
Houston, Texas
Singapore
International transactions
Drew Dutton
Debevoise
Paris
Hong Kong
Banking & finance
Anna Tipping
Norton Rose
London
Singapore
Insurance
Shin & Kim
offshore firms help unearth historic Hong Kong IPO Maples and Calder, Richards Butler in association with Reed Smith, Reed Smith and King & Wood have all won mandates to advise on the Hong Kong IPO of Mongolian miner Winsway. The offering, which
is expected to raise as much as US$661m for the coking coal producer, will mark the first time that a British Virgin Islands-incorporated company has listed on the HKSE since rules allowing them to do were introduced in late 2009. “The listing of Winsway demonstrates the streamlined listing process for BVI-incorporated companies, which has helped increase the attractiveness of a Hong Kong listing as the exit strategy for investors, in particular, for private equity,” Maples lead partner John Trehey said. 22
Shin & Kim launches first Korean practice in Latin America with new hire Following the hire of veteran attorney David Yang, Shin & Kim has launched a specialist team for the Latin American region – a first for Korean law firms. In addition to Yang, the Latin America practice group will include the former Minister of David Yang Commerce, Industry and Energy of Korea, Yung Ju Kim, other attorneys Young Woo Lee, Byung Tae Kim and foreign legal consultant Benjamin Hughes. According to Hughes, the firm is currently engaged in high-volumes of outbound investments from Korean companies and hopes to capture investment flows going into Latin America – bidding in particular for energy, infrastructure, construction and investment projects.
Prior to joining Shin & Kim, Yang was employed with Yoon Yang Kim Shin & Yu for a year. Yang spent 11 years based in Buenos Aires, Argentina with Allende & Brea, where his practice focused on crossborder investments, mergers & acquisitions, general corporate transactions, and international litigation and arbitration. Yang graduated from the University of Buenos Aires School of Law and received a Masters in Laws degree from the University of Virginia. He is trilingual in Korean, Spanish and English with a good understanding of Portuguese. Hadef & Partners
Curtis, Mallet-Prevost
Curtis brings on second Gulf partner in a week Only days after announcing the hire of Mary Allen from SNR Denton in Oman, US firm Curtis MalletPrevost, Colt & Mosle (Curtis) has added another partner to its Middle East practice. Jeremy Miocevic, an M&A and private equity (PE) practitioner, joins the firm’s Dubai office from Hadef & Partners. Asian Legal Business ISSUE 10.11
NEWS >>
Miocevic’s practice includes counselling some of the region’s largest investment banks and PE houses on their activities across a range of sectors, including logistics, food & beverage, media, retail and financial services. He also has extensive experience in-house, having served as group legal counsel for Ricardo Plc, a global automotive engineering consultancy, and as sole counsel at Kinsford Development, a UK-owned boutique venture capital company. Miocevic is Curtis’s seventh partner in the Middle East and the third in its Dubai office. Simmons & Simmons
Clyde & Co
Simmons & Simmons loses partner in ME projects practice Simmons & Simmons has lost veteran partner George Booth to Clyde & Co. In his six-year tenure at the firm’s Abu Dhabi office, Booth has headed both its corporate and projects practice groups at various times. In his new role with Clydes, Booth will focus on transactional work in the energy and infrastructure sectors – with particular focus on inward and outward investment and government-originated work throughout the Middle East region, India and other emerging markets. Prior to working in private practice, Booth was legal counsel at Halliburton KBR – one of the world’s largest engineering energy service companies. During his three years there, he was responsible for its legal affairs across a number of jurisdictions including the UK, Norway, North Africa and central and southern Europe. Booth will be based out of Clyde’s Abu Dhabi and London offices, servicing the firm’s UAE and international clients within his practice area. SIAC
SIAC appoints Norton Rose partner to board Norton Rose dispute resolution partner Guy Spooner has been appointed to the Singapore International Arbitration Centre (SIAC) board of directors, effective 1 October 2010. Spooner, who heads Norton Rose’s Asia international arbitration and dispute resolution practice group, will step down as a director of Maxwell Chambers – a position he has held since November 2008 – to join the board of the SIAC. Spooner specialises in litigation and arbitration, with a particular focus on shipbuilding, energy, international trade, commodity, insurance, infrastructure and transportation disputes. He spearheaded Norton Rose’s arbitration practice in Asia and has practiced arbitration in London, Hong Kong and Singapore for the past 11 years. Spooner is qualified to practice in England, Hong Kong and Guy Spooner Australia. www.legalbusinessonline.com
►► SIAC Board of Directors (effective 1 October 2010) Michael Pryles
Chairman
Independent
Australia
Cavinder Bull SC
Deputy Chairman
Drew & Napier
Singapore
Judith Gill QC
Member
Allen & Overy
UK
Pierre-Yves Gunter
Member
Python & Peter
Switzerland
Chelva Rajah SC
Member
Tan, Rajah & Cheah
Singapore
David Rivkin
Member
Debevoise & Plimpton
US
John Savage
Member
King & Spalding
Singapore
Pallavi Shroff
Member
Amarchand & Mangaldas
India
Guy Spooner
Member
Norton Rose
Singapore
Byung Chol Yoon
Member
Kim & Chang
Korea
Yih has worked alongside Milbank on deals over a number of years – including the current US$651m IPO listing of Mongolian Mining on the Hong Kong Stock Exchange – and will join the firm’s US partnership in Dieter Yih January 2011. He will join the Hong Kong partnership when it is established later in that year. Yih’s practice focuses on capital markets, corporate finance and mergers and acquisitions in Hong Kong and mainland China. In addition to his role as vice-president of the Law Society of Hong Kong, he also chairs the Society’s Standing Committee on Standards and Development and the Legal Education Committee. He is fluent in English, Cantonese and Mandarin. Debevoise & Plimpton
Norton Rose
Norton Rose brings on new Asia insurance head Norton Rose is beefing up its Asia-Pacific insurance by relocating London corporate partner Anna Tipping to head the Singapore-based practice. Tipping, formerly with Linklaters, built her practice Anna Tipping in the insurance arena in both the life and general sectors of the market. She has led both capital markets and structured finance transactions as well as M&A, and has also covered regulatory advice, distribution arrangements, corporate insurance programs, reinsurance and general commercial transactions. According to Tipping, Asia-Pacific is a significant region for growth for the insurance industry. Singapore is an important financial hub and a bridge to the firm’s insurance business in Europe and the Middle East. Mallesons
Millbank
Milbank jumps on IPO bandwagon with new HK head Milbank has poached Mallesons Stephen Jacques partner Dieter Yih (who is also the vice-president of the Law Society of Hong Kong) to capitalise on the IPO listings boom in Hong Kong and benefit from strong deal activity in mainland China. Milbank chairman Mel Immergut said the Hong Kong expansion is in direct response to the surge in capital markets and M&A activity.“We are expanding our capabilities in response to the sustained growth of international capital markets and M&A activity in Hong Kong law,” Immergut said.
Debevoise beefs up Asia practice with key partner relocation Debevoise & Plimpton partner Drew Dutton will relocate to Hong Kong from Paris, in a strategic move to expand the firm’s financial services and transactional private equity platforms in Hong Kong. Dutton will focus his practice on domestic and international transactions throughout Asia, advising both Asian entities and international parties interested in investing in the region. He will also lead transactional matters for the firm’s PE clients, including both M&A and capital markets work. Dutton is proficient in Mandarin and fluent in English, French and German. Most recently, he worked extensively with American International Group (AIG), representing the company on several Asian-focused deals, including the proposed sale of its Asia life insurance unit American International Assurance (AIA), and its Taiwan-based life insurance unit, Nan Shan. White & Case
White & Case names new partners in Asia White & Case has promoted three lawyers to partnership in Tokyo, Singapore and Beijing, effective 1 January 2011. English-qualified lawyer Charlie Wilson has been named a partner in the firm’s merger & acquisitions practice. Based in Singapore, Wilson has worked in South-East Asia for 12 years and Charlie Wilson focuses on private equity and structured finance and publicprivate M&A transactions. Tokyo-based attorney (bengoshi) Yuji Ogiwara has been appointed as partner of the firm’s commercial litigation practice. He focuses on commercial disputes and employment matters. Hong Kong and English qualified lawyer Baldwin Cheng has been named a partner in the firm’s banking practice.
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News | regional update >>
Regional updates
CHINA
24
CHINA
Paul Weiss
Philippines
SyCip Salazar Hernandez & Gatmaitan
SINGAPORE Loo & Partners
Each month, ALB draws on its panel of country editors to bring readers up to date with regulatory developments across the region
Security for Foreign Debt Made Easier On July 30, 2010, the State Administration of Foreign Exchange (“SAFE”) promulgated the Notice on the Administration of Security by Domestic Institutions to Foreign Parties (the “Notice”), which came into effect on the same date. The Notice fundamentally changes the conditions and approvals for Chinese banks, non-bank financial institutions and other entities providing security to foreign parties. While the Notice is an important change to PRC banking law, this article focus on the advantages that the Notice brings to foreign companies seeking credit enhancement or performance security from Chinese counterparties. For PRC banks to guarantee financial indebtedness and other liabilities, it is no longer required that the client satisfy ratio or profitability requirements. For guarantees by Chinese non-bank financial institutions, the requirements have been relaxed: it is sufficient that the debtor has net assets higher than zero and (with some exceptions) that one of the last three financial years was profitable. As before, a security provider that is not a financial institution (an “Enterprise Security Provider”) may only grant security for its own or its subsidiaries’ obligations, but now indirect subsidiaries are also covered, and the proportion of the debtor’s foreign debt which the Enterprise Security Provider may guarantee is no longer limited pro rata to the Enterprise Security Provider’s equity interest in the debtor. The Enterprise Security Provider must satisfy the same financial ratios as under the previous regime (net assets in principle not less than 15% of total assets, and foreign security not more than 50% of net assets).
The Notice also eliminates procedures that previously raised concerns about the enforceability of security granted by PRC banks to foreign parties: Security for non-financial obligations (e.g., performance bonds) is no longer limited to a quota granted by SAFE; banks may now freely grant such security without limitation on the amount. If a guarantee provided by a Chinese bank is called, the bank may make payment without going through any SAFE procedure. However, this relaxation only applies to security provided by banks, and not if the security provider is another type of financial institution or an Enterprise Security Provider. Foreign trade creditors will also welcome that security for non-financial obligations no longer needs to be capped at an amount determined in advance, at the time the security is approved by or filed with SAFE. Now, the guarantee may cover all liabilities under the underlying contract in the amount that will be determined after a default occurs. Written by Hans-Günther Herrmann, Counsel Qi Xu, China law consultant Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central, Hong Kong Email: hherrmann@paulweiss.com Ph: (852) 2846-0300
Philippines
Philippines focuses on infrastructure projects The government has highlighted its focus on public-private partnerships (or PPPs) as a means of addressing the country’s needs. There is no Philippine law that pigeonholes PPPs into a strict definition. Asian Legal Business ISSUE 10.11
News | regional update >>
The common rule is that subject to a few exceptions, the government cannot enter into a PPP contract without public bidding. Some relevant Philippine laws and regulations are: • Executive Order No. 423 – This consolidates the approval procedures for all government contracts. Except for contracts which require Presidential approval, the head of a government entity has full authority to enter into contracts on behalf of such entity. An exemption from public bidding generally requires prior clearance from the National Economic and Development Authority and the Government Procurement Policy Board. • The Build-Operate-Transfer (BOT) Law – This statute applies to projects that are normally financed and operated by the government but which will be wholly or partly financed, constructed and operated by the private sector under any of the contractual arrangements recognized by the BOT Law. If the BOT project counterparty is a local government unit, the requirements of the Local Government Code must also be observed. There is also a separate set of regulations applicable to information technology projects sought to be implemented under the BOT Law. • The Government Procurement Reform Act (GPRA) – This statute aims to ensure transparency in all areas of procurement. Projects not implemented through any of the structures recognized by the BOT Law must comply with the GPRA. • NEDA Guidelines for Entering into Joint Ventures – These guidelines encourage the pooling of resources between the government and the private sector. The guidelines authorize both corporate joint ventures and contractual joint ventures. • There are also statutes applicable to the exploitation, development or utilization of natural resources. These include the Mining Act for minerals in general, the Oil Exploration and Development Act for petroleum, crude oil, and natural gas, Presidential Decree No. 1442, for geothermal resources, and Executive Order No. 462, for ocean, solar and wind power. The Renewable Energy Act also provides incentives for renewable energy projects. • Tax regulations provide that before a party may enter into a government contract, it must submit copies of www.legalbusinessonline.com
its latest tax returns, together with confirmation by the revenue authority that such party has no outstanding tax liability. The government may suspend payments to delinquent taxpayers. Hopefully the new administration will be successful in its attempts to drum up activity in the PPP sector. Written By Philbert E. Varona, Partner Philbert E. Varona SyCip Salazar Hernandez & Gatmaitan 3rd Floor, SyCip Law Center 105 Paseo de Roxas, 1226 Makati City Philippines T (+63 2) 982 3500; 982 3600; 982 3700 F (+63 2) 817 3896; 817 3567; 817 3145 E pevarona@syciplaw.com
SINGAPORE
Singapore Exchange Launches Adrs, Brings Us-Listed Asian Companies To Asia The Singapore Exchange (SGX) has announced that its new board, GlobalQuote, which it has set up in collaboration with NASDAQ OMX Group Inc., will begin operation on 22 October 2010 with American Depository Receipts (ADRs) of 19 major Asian companies. Of these 19 companies, 9 are currently trading their ADRs in the US while the other 10 have listings in Hong Kong. GlobalQuote has been positioned as a platform to link up market participants across both SGX and NASDAQ trading pools, enabling the general investors to trade the securities of some of the most exciting companies in Asia, namely Baidu INC, Ctrip.com International, Changyou.com Ltd, Home Inns & Hotels Management, Netease.com INC, Shanda Interactive, Suntech Power Holdings, Trina Solar Ltd, Aluminum Corporations of China, China Eastern Airlines, China Mobile Ltd, China Southern Airlines Co.,
Ltd, China Telecom Corporations, China Unicom Hong Kong, Huaneng Power International, INC, Petrochina Co., Ltd, Sinopec Shanghai, and Yanzhou Coal Mining. It is also SGX’s intention to extend its ADRs platform to other countries in the region, such as Korea, Taiwan and India, if ADRs trading during Asian trading hours proves popular with investors. SGX, Asia’s second-largest bourse in terms of market capitalisation, has been perceived to lose out to Hong Kong in attracting listings by large Chinese companies. Thus, SGX is aggressively seeking opportunities to position itself as an Asian Gateway for international issuers and investors as exchanges around the region compete against each other to list blue chips on their respective exchanges. The ADRs offering appears to be the latest attempt by SGX to boost trading volumes and liquidity. It is believed that the ADRs offering creates a great potential and offers new opportunities to both investors and USlisted companies. The investors can act quickly on information and news-flow on major Asian companies, while the US-listed companies can increase their exposure amongst the Asian-Pacific investor community by giving them access to the relevant companies within local trading hours. Any reader, who is interested to learn more about the above, may wish to access the relevant website (http:// www.sgx.com/wps/wcm/connect/ cp_en/site/press_room/news_releases/ singapore+exchange+launches+adrs+b rings+us+listed+asian+companies+to+ asia?presentationtemplate=design_lib/ PT_Printer_Friendly). Written by Ms Ng Siao Hui and Ms Angela Sigrid J. Along By Ng Siao Hui Corporate Finance Executive Ph: (65) 6322-2285 Fax: (65) 6534-0833 E-mail: ngsiaohui@loopartners.com.sg www.loopartners.com.sg and By Ms Angela Sigrid J. Along Foreign Counsel Ph: (65) 6322-2254 Fax: (65) 6534-0833 Email: angela@loopartners.com.sg www.loopartners.com.sg Loo & Partners LLP 16 Gemmill Lane Singapore 069254
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profile | managing partner >>
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Asian Legal Business ISSUE 10.11
profile | managing partner series >>
alb/Aderant 2010 managing partnerS series
Graeme Fowler, Integrated Legal Holdings
Integrated fortunes One of only two publicly listed law firms in the world, Integrated Legal Holdings was also one of the Asia Pacific’s fastest-growing in 2009. Managing director, Graeme Fowler, explains why mid-market specialist firms will eventually take on the top commercial firms in scale and revenue.
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raditional law firms refer to it simply as “the aggregator”. They call it a loose collective of individual law firms united by a website and an ASX listing. A parent company which owns, but does not necessarily operate, law firms. So how exactly does one describe Integrated Legal Holdings? Is it a law firm or a holding company? Managing director Graeme Fowler has his views, but ultimately he’s not sure the question is worth pondering. “We call it a law firm but I’m not sure it matters,” he says. “What we do is provide legal services to clients. To me that classifies us as a law firm, but it doesn’t really bother us. It seems to bother other people, but I’m not sure why. There are other examples of national firms that are more like federations than partnerships – is this any different?” Fowler is an accountant by trade, a background which he says is a good grounding for running a business. “Accounting is a good discipline for
www.legalbusinessonline.com
running anything,” he says. “In a lot of ways it’s better that I’m not a lawyer. It means something I can bring something different and I’m not caught up in the old ideas of how to run law businesses.”
The WHK inspiration
Accounting runs in the veins of ILH in more ways than one. The firm’s structure was inspired in part by accounting aggregator WHK, which is currently the fifth largest accounting firm in Australia. It is easy to see the parallels between ILH and WHK – both are comprised of mid-market specialist member firms, with a cultural emphasis on allowing each firm to operate autonomously. In both models there is a conspicuous lack of centralised control and no attempt to force a “top-down” transition on issues such as branding. WHK member firms did eventually choose to adopt the WHK brand, but of their own volition. It’s a similar approach which will be taken at ILH. “Now that’s important,” says Fowler. “The firms are in a better decision to
►► Integrated Legal Holdings – quick facts Partners: 17 Lawyers: 55 Revenues FY2010: A$24m Revenue growth FY2010: 41% Fee earner growth FY2010: 19%
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profile | managing partner series >>
“I don’t think we’ve proven the critics wrong yet. Things are going well but there’s a lot more for us to do and we are confident that we are going to be very successful.” Graeme Fowler
Integrated Legal Holdings
decide whether the brand is going to add value to their business. Absolutely we might end up under one brand. But if it does happen, it’s not going to be a top down decision.” But in the short term, Fowler cannot see the benefit of applying the ILH brand across member firms. “What we’ve done here is gone out and bought these businesses,” he says. “They’re strong businesses and they have their own positioning in the market – why would we bugger that up by changing the brand?” Fowler says that WHK has distinguished itself by being one of the few professional service firm aggregators to have been successful. “If you look at accounting aggregators in US and England, most if not all of them have been spectacularly unsuccessful - WHK is probably the only successful one in the world,” he says. Fowler has spent considerable time studying aggregator models at home and abroad and has identified three common mistakes made by aggregators. “One, they paid too much for the businesses upfront,” he comments. “Two, remuneration was not on a performance basis. And most importantly, they centralised everything rather than leaving the businesses in the hands of those that were running it well.” It is a lesson he has taken to heart at ILH. “We do not centralise anything, we do not take management control of those businesses,” he says. “We buy businesses that are well managed and expect them to continue running them themselves.”
Growth strategy
ILH achieved 41% revenue growth for FY2010, in a year where Fowler says there were no acquisitions. “Last year’s growth was all organic,” he says. “We did a fair bit of acquisition in 2009 so we wanted to consolidate that.” The ultimate plan is for the group to expand to about 15 to 20 member firms, which could conceivable see the group crossing the A$400m revenue mark and entering into the kind of turnover figures usually associated with large corporate law firms. But unlike the large firms, ILH is dealing with a space where there is a notable absence of major competition. Fowler estimates that there are about 250 potential member firms which might fit the ILH 28
criteria and he is confident that there will be no difficulty finding the right candidates. “The numbers indicate that it’s all very possible – it’s just a question of execution,” he says. No other firms have followed Slater & Gordon and ILH down the listing path, something partially explained by the GFC, but it is likely that firms will be watching the progress of ILH very carefully with a view to canvassing their own options. Also watching the firm’s progress will be the more conservative elements of the profession who bitterly opposed the idea of a law firm float. “I don’t think we’ve proven the critics wrong yet,” says Fowler, “Things are going well but there’s a lot more for us to do and we are confident that we are going to be very successful.”
Target firms
Fowler says that medium sized firms are extremely constrained in their growth options.“It’s very hard for medium size law firms to grow,” he says. “It’s hard for them to get capital. Generally these partners will end up with mortgages over their own properties, and all sorts of financial risks that they’ve absorbed – so where do they get more capital from? It’s very hard for them to continue to grow – and that includes by acquisition. What we provide is an opportunity for them to realise their growth aspirations. We provide the capital to support that growth.” ILH is targeting firms in the SME and private client space with a A$3m to A$8m turnover and a broad commercial offering. “Usually these firms will also have something else – for example, in the case of Argyle they had a large financial services business. Then we add other services such as tax litigation, tax advice,” he says. “Many law firms around this size have traditionally been very transaction focussed. We are trying to get more of a relationship focus with our client base.” The key, however, is cultural fit and a commitment to above-market growth. “If people just want to come in and coast along, it’s the wrong environment,” says Fowler, “As a listed company, we have a need to grow and as a result each of the businesses have pretty significant growth targets on an annual basis – over 15% - and anyone that comes in needs to be aligned to that.” ALB Asian Legal Business ISSUE 10.11
EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards
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or the share markets, corporate earnings and most other indicators of economic activity, 2009 and the first part of 2010 were clearly a period of highs and lows. But law firms and lawyers from Hong Kong,
Taiwan and Korea weathered the storm. Law firms of all shapes, sizes and practices had their mettle tested, but owing to their flexibility, innovativeness and business acumen, emerged stronger and wiser.
►► DEAL AWARDS CATEGORIES Award
Winner
►► FIRM AWARDS CATEGORIES Award
Winner
Debt Market of the Year
PRC GOVERNMENT RMB BONDS CHINA MERCHANTS BANK RIGHTS OFFERING MITSUI & CO- TPV TECHONOLOGY TAKEOVER BID
Boutique/Specialist Law Firm of the Year Criminal Law Firm of the Year BDO Limited Award Matrimonial Law Firm of the Year Merrill Legal Solutions Award Construction Law Firm of the Year Merrill Legal Solutions Award Dispute Resolution Law Firm of the Year Employment Law Firm of the Year Insolvency & Restructuring Law Firm of the Year
Charltons
Insurance Law Firm of the Year Intellectual Property Law Firm of the Year Investment Funds Law Firm of the Year IT/Telecoms Law Firm of the Year
Mayer Brown JSM Bird & Bird
Equity Market Deal of the Year Thomson Reuters Westlaw Business Award M&A Deal of the Year Project Finance Deal of the Year
Korea Deal of the Year Taiwan Deal of the Year
GUANGZHOU- SHENZHENHONG KONG EXPRESS RAIL LINK EBAY- GMARKET ACQUISITION KGI SECURITIES GDS OFFERING AND TAISHIN ACQUISITION
►► IN-HOUSE AWARDS CATEGORIES Award
Winner
Banking & Financial Services In-House Team of the Year Pinsent Masons Award Construction In-House Team of the Year Hong Kong Corporate Counsel Association Award Insurance In-House Team of the Year Lewis Sanders Award Investment Bank in-House Team of the Year Paul, Weiss Award IT/Telecoms In-House Team of the Year Paul, Weiss Award Media & Entertainment In-House Team of the Year Real Estate In-House Team of the Year Holman Fenwick Willan Award Shipping In-House Team of the Year The Macallan 1824 Collection Award Hong Kong In-House Lawyer of the Year
JOINT WINNERS: Citi; HSBC MTRC
AIA
Morgan Stanley Alibaba PCCW
Hongkong Land Noble Group
Kit Wilson - JPMorgan
Real Estate Law Firm of the Year Shipping Law Firm of the Year AzureTrustees Ltd Award Tax & Trusts Law Firm of the Year Offshore Law Firm of the Year School of Law, City University of Hong Kong Award PRC Firm, Hong Kong Office of the Year Zensho Award Korea Deal Firm of the Year Taiwan Deal Firm of the Year Managing Partner of the Year The Macallan Fine Oak Single Malt Scotch Whisky Award Hong Kong Law Firm of the Year
www.albawards.com 30
Haldanes Hampton Winter & Glynn Pinsent Masons
Herbert Smith
Simmons & Simmons Allen & Overy
Clifford Chance JOINT WINNERS: Freshfields; Paul, Weiss Mayer Brown JSM Holman Fenwick Willan Baker & McKenzie Conyers Dill & Pearman King & Wood
Kim & Chang Lee and Li Poh Lee Tan - Baker & McKenzie Linklaters
Even in these trying circumstances, the big deals – the groundbreaking M&As, momentous capital market deals and project finance transactions – did not completely ground to a halt. Through a total of 35 award categories, the accolades handed out in the Hong Kong Law Awards for deals struck in a tight market and for firms and lawyers who have excelled in the period are sure to be celebrated, and so they should be. In attendance at the event were many of the shining lights not only of the Hong Kong legal community but also from the leading investment banks, big accountancy firms and our friends from other jurisdictions – Korea, Taiwan and the PRC. It is only fitting that as transactional levels in Korea and Taiwan have, during this period, defied the global downturn, that lawyers and firms there should be acknowledged for their part on some of the best and most complex deals seen in this period. Hence, for the first time ever in the Awards, we have included both a Korea and Taiwan Deal of the Year category. Let’s not forget that each and every finalist has more than earned the right to be considered among the leaders in this field. Finally, thanks from the whole ALB editorial team across Asia to our sponsors, the many organisations and people who helped with this year’s research. ALB GEORGE WALMSLEY Regional managing editor ALB magazines Asian Legal Business ISSUE 10.11
| China EVENTS Law Awards EVENTS | Hong Kong Law Awards 2010 >>
deals of the year Equity Market Deal of the Year
Debt Market deal of the Year WINNER
WINNER
►► PRC GOVERNMENT RMB BONDS
►► CHINA MERCHANTS BANK RIGHTS OFFERING
L-R: Yi Wang, Jun He; Kit Wilson, JPMorgan; Lin Shi, Bank of America Merrill Lynch; Jacob Turner, Citi; Michael R Withington, Herbert Smith
offerings: in China (to A-share investors), in Hong Kong and to international investors, including those in the US
Finalists • BBMG IPO • CHINA MINSHENG BANK IPO • METALLURGICAL CORPORATION OF CHINA A + H LISTING • RUSAL IPO • SANDS CHINA SPIN-OFF AND HONG KONG LISTING • SHENGLI OIL & GAS PIPE HOLDINGS LIMITED IPO • SINOPHARM GROUP IPO • WYNN MACAU IPO
Thomson Reuters Westlaw Business Award M&A Deal of the Year WINNER ►► MITSUI & CO- TPV TECHONOLOGY TAKEOVER BID
L-R: Hyung Jung Ahn, Linklaters; Scott D. Peterman, Sidley Austin
Firms: Haiwen & Partners; Linklaters; Sidley Austin Banks: Bank of China; Bank of Communications Why: • Deal was the first time that the PRC is offering RMBdenominated debt securities outside Mainland China, and is also China’s first offshore bond issue since 2004 • Deal represents a significant step in the development of Hong Kong as the offshore RMB settlement centre for the PRC and saw the first time in nearly twenty years that the rarely used “dealer exemption” was invoked meaning that the offer documents issued by the sovereign do not require authorisation by local regulators and a much shortened launch timetable can be achieved
Finalists • BANK OF EAST ASIA RMB BOND ISSUE • HSBC RMB BOND ISSUE • HUTCHISON WHAMPOA BOND ISSUE • SINO FOREST EXCHANGE OFFER AND CONSENT SOLICITATION • THE LINK REIT MEDIUM TERM NOTE PROGRAM & CLUB LOAN FACILITY www.legalbusinessonline.com
Ng Kay Ian, Freshfields
Firms: Commerce & Finance; Davis Polk & Wardwell; Freshfields; Herbert Smith; Jun He Banks: Bank of America Merrill Lynch; BNP Paribas; CICC; Citi; JPMorgan; UBS Why: • US$3.2bn deal was the first global rights offering by a Chinese bank and the first rights offering by a Chinese company which was made available to US investors • Deal expected to be a precedent-setting deal because procedures for conducting a rights offering to qualifying U.S. shareholders through a private placement as part of an A+H share rights offering was laid out • Deal itself was a complex one consisting of multiple
L-R: Klaus Pfeifer, Thomson Reuters Hong Kong Ltd; Rebecca Peckham, Morgan Stanley; Nicholas Norris, Skadden; Judy Lee, Appleby; Andrew Whan, Clifford Chance; Virginia M. Tam, Jones Day
Firms: Appleby; Clifford Chance; Herbert Smith; Jones Day; Linklaters; Skadden; Slaughter and May Banks: CICC; Morgan Stanley Why: • Deal saw Mitsui & Co., Ltd. launch an innovative PIPE investment in and consortium takeover bid for Hong Konglisted TPV Technology Ltd., the world’s largest contract LCD maker • Mitsui’s proposed 10 per cent PIPE investment in TPV
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EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards
Technology Ltd. came as TPV’s existing shareholder, China Electronics Corporation (CEC), completed a block trade to buy a further 9.75 per cent stake from global electronics company Philips NV • CEC’s increased stake triggers a mandatory takeover offer under the Hong Kong Takeovers Code, which will be undertaken on an agreed consortium basis with Mitsui. Together, the three elements of the transaction - the PIPE deal, the block trade and the takeover - are valued at over US$1bn
Finalists • CHINA UNICOM- SK TELECOM SHARE REPURCHASE • LOTTE SHOPPING- TIMES LTD ACQUISITION AND PRIVATISATION • MING AN HOLDINGS PRIVATISATION • STANDARD COSMOS- NATURAL BEAUTY BIO TECHNOLOGY LTD ACQUISITION • TTM- MEADVILLE MERGER • VEOLIA TRANSPORT- HONG KONG TRAMWAYS ACQUISITION
• All financing for the project is being provided directly by the Government of Hong Kong, which expects approximately 10,000 people to be employed during the construction phase (between 2010 and 2015)
Finalists • INCHEON INTERNATIONAL AIRPORT RAILROAD PROJECT REFINANCING • PIRAEUS CONTAINER TERMINAL PROJECT • POSCO POWER CORPORATION MULTI-CURRENCY PROJECT FINANCE • TAIWAN HIGH SPEED RAIL CORPORATION REFINANCING
Korea Deal of the Year WINNER ►► EBAY- GMARKET ACQUISITION
Project Finance Deal of the Year WINNER ►► GUANGZHOU- SHENZHEN- HONG KONG EXPRESS RAIL LINK L-R: Alex Yang; Young-Jay Ro, Kim & Chang; Tongeun Kim; Hee-Gang Shin, Bae Kim & Lee; James Bidlake, Morgan Stanley; Peter Siembab, Nomura
Firms: Bae, Kim & Lee; Cooley Godward Kronish; DLA Piper; Hwang Mok Park; Kim & Chang; O’Melveny & Myers; Orrick, Herrington & Sutcliffe; Pillsbury Winthrop Shaw Pittman; Wilson Sonsini Goodrich & Rosati Banks: Cowen & Company; Morgan Stanley; Nomura Gillian Meller, MTRC
Firm: Slaughter and May Accountant: KPMG Why: • Deal involved MTR Corporation Limited in relation to its execution of an entrustment agreement with the Government of Hong Kong for the construction and commissioning of the Hong Kong section of the Guangzhou-Shenzhen-Hong Kong Express Rail Link • Project is one of the largest public infrastructure projects ever undertaken in Hong Kong, with a total project cost estimated to be HK$66.8bn (approximately, US$8.6bn)
Why: • Deal was a complex business combination transaction that was structured to allow eBay Inc. to acquire a controlling interest in Gmarket and combine eBay’s Korean Internet auction operations with Gmarket • As part of the transaction, eBay’s subsidiary has entered into tender agreements with the holders of more than 50% of Gmarket’s outstanding shares • Deal represents only the second tender offer made by a US company to acquire an unrelated Korean company and the first acquisition of a Korean company listed solely on the US stock market
Finalists • HANJIN SHIPPING THREE-TRANCHE BOND ISSUE • KKR/AFFINITY- ORIENTAL BREWERIES ACQUISITION • KOOKMIN BANK COVERED BONDS ISSUE • KOREA LIFE INSURANCE IPO • LG HOUSEHOLD & HEALTHCARE COMPANY- THE FACESHOP ACQUISITION • SK TELECOM CONVERTIBLE BOND OFFERING • TONG YANG LIFE INSURANCE IPO
Taiwan Deal of the Year WINNER ►► KGI SECURITIES GDS OFFERING AND TAISHIN ACQUISITION Firms: Davis Polk & Wardwell; Lee and Li Bank: Morgan Stanley Accountant: Ernst & Young Why: • Landmark deal saw KGI offer 33,500,000 Global Depositary Shares representing 670,000,000 common shares, which were admitted to Official List and to trading on the Euro MTF market of the Luxembourg Stock Exchange, to acquire Taishin Securities • US$898m was a landmark deal which saw KGI acquire Taishin Securities (Taisec) by way of merging Taisec into KGI • Deal was the largest Taiwan securities industry transaction in history, and the largest Taiwan M&A transaction since 2008
Benjamin Li, Lee and Li
Finalists • AIG- NAN SHAN SALE • ARRAY INC GRE TAI LISTING • CHI-MEI OPTOELECTRONICS INNOLUX DISPLAY MERGER • SHIN KONG GDR ISSUE • THE CARLYLE GROUP- TAIWAN MOBILE SHARE SWAP
in-house awards Banking & Financial Services In-House Team of the Year JOINT WINNERS ►► Citi
(from mega-capital markets transactions to consumer deposits) and the complete region (from India/Sri Lanka/ Bangladesh to Australia/New Zealand at the other) • In-house team completed multi-billion dollar transactions such as US$5.3bn Metallurgical Corporation of China IPO, US$2.5bn Sands China IPO as well as HK$2.5bn takeover by Standard Cosmos of Natural Beauty Bio-Technology ►► HSBC
issue; Hutchison Whampoa bond issue; The Link REIT Medium term Note Program & Club Loan Facility; Shengli Oil & Gas Pipe Holdings Limited IPO; Lotte Shopping-Times Ltd Acquisition and Privitisation; KKR/Affinity-Oriental Breweries Acquisition and Kookmin Bank Covered bonds issue
Finalists • ICBC • Standard Chartered Bank
Pinsent Masons Award Construction In-House Team of the Year L-R: Ben Cooper, CML; Citi team
Why: • Unlike virtually all of the other bank/financial services in-house teams in Asia, Citi’s in-house team covers the complete range of banking and financial services products
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L-R: Ben Cooper, CML; Susan Sayers, HSBC
Why: • In-house team has been involved in seven finalist deals at this year’s Awards, including Bank of East Asia RMB bond
WINNER ►► MTRC
Asian Legal Business ISSUE 10.11
| China EVENTS Law Awards EVENTS | Hong Kong Law Awards 2010 >>
L-R: MTRC team; Dean Lewis, Pinsent Masons
Why: • Led by Len Turk and David Fleming (who himself has over 20 years of experience in construction litigation), MTR’s inhouse legal team has a wealth of construction and projects expertise, both domestically and internationally. Gill Meller and Rodney Chen are also highly recommended • In-house team is currently advising the Corporation on all legal issues associated with the design and construction of six new railway lines in Hong Kong • Furthermore, the team are continually advising the Corporation on the 3 km West Island Line project and are assisting (and managing) on any legal and/or commercial matters which arise from time to time
Why: • In-house team has completed or worked on various restructurings and transactions, including among others, the acquisition of its Philippines operations from an affiliate, the sale of certain investment-related companies to an affiliate, and restructurings at the indirect and parent levels involving a sale of AIA to a new direct parent, which included multiple underlying transfers and restructuring streams – all of these involved complex legal analysis and execution • Team has also been working to align its structure with the AIA Group’s business strategies to provide even more focused support to the business units
Hong Kong Corporate Counsel Association Award Insurance In-House Team of the Year WINNER ►► AIA
www.legalbusinessonline.com
WINNER ►► Morgan Stanley
L-R: Morgan Stanley team; Lindsey Sanders, Lewis Sanders Legal Recruitment
Why: • Between April 2009 and March 2010 the in-house team supported the business teams in completing 133 investment banking transactions in Asia ex-Japan – largest number amongst the peers • The in-house team played a leading role in multiple landmark transactions such as Metallurgical Corporation of China US$5.3bn HK IPO, Sinopharm Group US$1.13bn HK IPO and China Longyuan Power Group US$2.3bn HK IPO
Finalists • Dragages • Hong Kong Housing Authority • Paul Y Engineering Group
Lewis Sanders Award Investment Bank in-House Team of the Year
L-R: Jasmine Karimi, Braiform Spotless Group; HKCCA; Marie-Louise Li, AIA
Finalists • ACE • Aon • AXA • Chubb/Federal • Essar Insurance Services • Marsh
Finalists • Bank of America Merrill Lynch • BNP Paribas • Credit Suisse • Deutsche Bank • Goldman Sachs • JPMorgan • Macquarie • Nomura • UBS
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EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards
quarters. There are another eight lawyers based in the UK, the US, Brazil and Argentina. The legal team supports the business units in all aspects of their shipping activities, involving both transactional and contentious matters • Highlights of shipping-related work done by the legal team in 2009-10 include concluding and progressing transactions for the purchase and financing of one cape size and four post panama new buildings, for delivery 2009-12
Paul, Weiss Award IT/Telecoms In-House Team of the Year WINNER ►► Alibaba L-R: Joshua Scott, ALB; David Lamb, Hongkong Land
L-R: Hans-Günther Herrmann, Paul, Weiss; Guangjie Hopton, Alibaba
Why: • Legal department is made up of a team of 60 lawyers and support staff who service five leading internet businesses: Alibaba.com (HKSE: 1688), the leading global B2B ecommerce site; Taobao, the leading China-based B2C/C2C ecommerce site; Alipay, the leading internet payment site in China; China Yahoo!; and newly established Alibaba Cloud Computing • Recent M&A activities include the acquisition of Hi-China Web Solutions – China’s leading independent domain registry, website management company
Finalists • Asia Satellite Telecommunications • CSL • Deutsche Bank IT Department • Hutchison Telecom • Microsoft • NetApp • Nokia Siemens • PCCW • Taiwan Semiconductor
Why: • Focusing on lease transactions to keep its commercial property portfolio in Hong Kong and elsewhere in Asia filled with bluechip office and retail tenants • In-house team provides legal advice and prepares documentation relating to different aspects of the Company’s businesses and operations, like residential property, property management, project and facilities management and commercial matters relating to acquisitions, joint ventures and disposals • In 2009-10, in-house lawyers were heavily involved in resolving the legal issues regarding their residential project “Serenade” in Tai Hang Road, Hong Kong. Issues were satisfactorily resolved, and units were handed over with stamina, creativity and team effort, working with external counsel where necessary
• COSCO Pacific • Hutchison Port Holdings
The Macallan 1824 Collection Award Hong Kong In-House Lawyer of the Year WINNER ►► Kit Wilson - JPMorgan
Finalists • Cheung Kong • Evergrande • Far East Consortium • ING Real Estate • Jardine Matheson • Shun Tak • Sun Hung Kai
L-R: Kit Wilson, JPMorgan; William Chan, Maxxium Hong Kong Ltd
WINNER
Why: • Kit Wilson is the head of Legal & Compliance for JPMorgan in Hong Kong, and is the head of capital markets legal coverage for Asia-Pacific, ex-Japan. With a team of seasoned lawyers and compliance officers, he has advised on groundbreaking transactions, products and initiatives across the region • In addition to managing a team responsible for all regulatory inquiries and compliance matters in Hong Kong during FY2010, Kit and his capital markets team have been responsible for executing a number of significant transactions include acting as a lead left sponsor and joint global coordinator on Wynn Macau’s US$1.87bn IPO on the Hong Kong Stock Exchange
►► PCCW
Finalists
Paul, Weiss Award Media & Entertainment In-House Team of the Year
Holman Fenwick Willan Award Shipping In-House Team of the Year WINNER ►► Noble Group
L-R: Tim Erye; Noble Group; George Lamplough and team, Holman Fenwick Willan L-R: Philana Poon, PCCW; Corinna Yu, Paul, Weiss
Why: • PCCW’s in-house media and entertainment team of five lawyers and one paralegal provides dedicated support for the TV and New Media services, delivered over multiple platforms in Hong Kong • During 2009-10 in a challenging global environment, the in-house team continued to assist their business teams to build subscriber loyalty with key content acquisitions, service evolution and innovative enhancements, such as the delivery of now TV to PlayStation3 consoles
Why: • Noble has a team of five lawyers based in its Hong Kong head-
• Hutchison Telecom • NewsCorp/Star TV • TOM Group
Real Estate In-House Team of the Year WINNER ►► Hongkong Land
• Michelle Hung - COSCO Pacific • Patricia Sindel - Credit Suisse • Karen Ip - Goldman Sachs • Kenneth Ng - HSBC • Bernardine Lam - Hutchison Whampoa • Garrett Quigley - Morgan Stanley • Clifford Levy - Nomura • Philana Poon - PCCW • Angela Mak - TOM Group
FIRM AWArds Boutique/Specialist Law Firm of the Year
Finalists
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Finalists
compliance. The firm also advised on numerous successful SFC licensing applications as well as rights issues, reorganisations, backdoor listings and private equity transactions
WINNER ►► Charltons Why: • Charltons’ corporate finance practice bounced back strongly after the financial crisis, and the firm advised on three successful IPOs which listed in the second half of 2009 • In addition to advising on commercial and company law transactions, the firm’s securities regulatory practice has been thriving with the firm continuing to advise several large H-share companies on ongoing Hong Kong regulatory
L-R: Julia Charlton and team, Charltons; Catherine Chang, Asia Satellite Telecommunications
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Finalists • Cheng Wong Lam & Partners • Gall • So Keung Yip & Sin • Tanner De Witt • Vivien Chan & Co
BDO Limited Award Matrimonial Law Firm of the Year WINNER ►► Hampton Winter & Glynn
Criminal Law Firm of the Year
Finalists • Boase Cohen & Collins • Haldanes • Stevenson, Wong & Co
Merrill Legal Solutions Award Construction Law Firm of the Year WINNER
WINNER
►► Pinsent Masons
►► Haldanes L-R: David Glynn and team, Hampton Winter & Glynn
L-R: Felix Ng; Eric Tang; Christopher Morley; Eric Seto, Haldanes
Why: • With nearly 40 years of experience in matrimonial law and its team of family law specialists, the firm offers a wide range of services within the family area • In recognition of the international dynamic of Hong Kong and its people, the lawyers frequently take on cases with multijurisdictional issues and maintain their ability to handle such cases through their connection with the International Academy of Matrimonial Lawyers, of which two of the partners are elected fellows; Reunite, and other overseas contacts which the firm has built up over the years
Why: • Best-known criminal firm in Hong Kong; has specialised in this field for approximately 30 years • Large criminal law department which includes eight partners • Involved in many high-profile criminal cases
Why: • The firm has maintained its position as the number-one law firm for large-scale, contentious and non-contentious work in the construction sector in Hong Kong and the Asia Pacific region • The firm is the lead advisor to all the major international contractors and most of the major local contractors on their Hong Kong MTR bids
Finalists
Finalists • Boase Cohen & Collins • Dundons Ad_Alb 2010 HK Law Award.pdf 27/09/2010 12:40:16 PM
L-R: Kate Wyllie, Merrill Legal Solutions; Vincent Connor and team, Pinsent Masons
Johnson Kong, BDO Limited
• Baker & McKenzie • Hogan Lovells • Mallesons Stephen Jaques • Mayer Brown JSM • Minter Ellison
Teamwork wins awards. C
M
Y
CM
MY
CY
CMY
K
Great clients and Mayer Brown JSM. It’s a dynamic team that creates award-winning work. That’s the power of teamwork. We are pleased to have been named Real Estate Law Firm of the Year Insurance Law Firm of the Year
Global Solutions Local Strengths
Americas | Asia | Europe | www.mayerbrownjsm.com
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EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards
Merrill Legal Solutions Award Dispute Resolution Law Firm of the Year
Insolvency & Restructuring Law Firm of the Year WINNER
WINNER
►► Allen & Overy
►► Herbert Smith
Why: • During the past turbulent 18 months, the restructuring team has once again demonstrated that they are a “go to” legal practice for highly complex restructuring and insolvency work This is proven by the involvement in eight out of ten of the largest restructurings in the region (according to Debtwire) • Practice head David Kidd comes highly recommended
Finalists
L-R: Michael Withington, Herbert Smith; Kate Wyllie, Merrill Legal Solutions
Why: • The dispute resolution and commercial litigation lawyers act for clients in High Court actions, cross-border litigation and international arbitrations in Hong Kong. The work includes dispute resolution expertise in projects and construction, energy, environment, contentious mergers and acquisitions, insolvency and restructuring and regulatory matters • Over the past few years there has been exponential growth in regulatory matters, including advising investment and commercial banks on regulatory enquiries and related claims, many of which also involve litigation. Of particular note was the role played by Gavin Lewis, a senior partner in the regulatory team, in advising on the so-called ‘Lehman minibonds’ matters
• Baker & McKenzie • Clifford Chance • Hogan Lovells • Linklaters • Tanner De Witt • White & Case
Employment Law Firm of the Year WINNER ►► Simmons & Simmons
WINNER ►► Clifford Chance
L-R: Peter Charlton, Clifford Chance; Peter Siembab, Nomura
L-R: Andrew Bellers, Aon; Tow Lu Lim, Mayer Brown JSM
Why: • Acted as counsel for financial institutions professional indemnity (FIPI) and D&O insurers advising on coverage issues in connection with thousands of mis-selling claims against a number of financial institutions in Hong Kong and Singapore, arising from distribution of investment products and other retail structured products affected by the collapse of Lehman Brothers • Top-tier clientele including ACE Insurance Limited, Allied World Assurance Company Limited, AXA, Chartis Insurance Hong Kong Limited (formerly AIU) and HSBC (Insurance) Asia Ltd
Why: • A winner in this category last year, Clifford Chance has enjoyed another successful year • Advised a number of clients on their investments in existing Chinese fund management companies or the establishment of new joint venture fund management companies
Finalists • Baker & McKenzie • Deacons • Hwang & Co in association with Dechert • Linklaters • Mallesons Stephen Jaques • Sidley Austin • Simmons & Simmons • Simpson Thacher & Bartlett
IT/Telecoms Law Firm of the Year JOINT WINNERS ►► Freshfields
Intellectual Property Law Firm of the Year
L-R: Fiona Loughrey and team, Simmons & Simmons; Gillian Meller, MTRC
WINNER ►► Bird & Bird
L-R: Mark Parsons; Connie Carnabuci; Freshfields; Paul Abfalter, Telstra
Finalists
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Investment Funds Law Firm of the Year
WINNER
• Allens Arthur Robinson • Baker & McKenzie • Clifford Chance • Deacons • Herbert Smith • Ince & Co
• Baker & McKenzie • Clifford Chance • Deacons • Linklaters • Mayer Brown JSM
• Baker & McKenzie • Deacons • Freshfields • Hogan Lovells • Jones Day • Vivien Chan & Co • Wilkinson & Grist
►► Mayer Brown JSM
Finalists
Why: • Repeat winner in this category over a number of years • Team has worked across jurisdictions on various employmentrelated issues • Fiona Loughrey, who was one of the first lawyers in Hong Kong to specialise in employment law, has been instrumental in the creation of the Simmons HK practice
Finalists
Insurance Law Firm of the Year
Finalists • Baker & McKenzie • Clifford Chance • Deacons • Freshfields • Gall • Linklaters • Mallesons Stephen Jaques • Orrick, Herrington & Sutcliffe
Why: • A winner in this category last year, the firm is a mainstay on the IP law front • Active IP/trademark portfolio clients in China and Hong Kong include Dun & Bradstreet, Universal Music, LG Electronics Inc. and Charles Monat • Matthew Laight and Alison Wong are well recognised
L-R: Alison Wong, Bird & Bird; David Flavell, Danone; Ai-Leen Lim, Bird & Bird
Why: • Freshfields advised on many of the most intricate and high stakes IT/telecoms deals, including Russian telecoms company Vimpel Communications on its US$66m acquisition of a 78% stake in Millicom Lao Co. Ltd • Advised AIA on the outsourcing of its IT network infrastructure to global computer services company, CSC Asian Legal Business ISSUE 10.11
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EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards
►► Paul, Weiss
in the region, making it by far the largest team in Asia-Pacific • Recognised leader in both wet and dry shipping work including charterparties, bills of lading, shipbuilding and disputes • Reputation for excellence in admiralty and crisis management and operates a 24-hour emergency service
Finalists • Clyde & Co • Ince & Co • Stephenson Harwood L-R: Corinna Yu and team, Paul, Weiss
Why: • The firm is consistently recognised for having one of the world’s leading communications and technology practices • Represents a wide variety of providers and users of communications goods and services, as well as other entities with interests in communications and technology businesses • Advised the Carlyle Group in its share swap transaction between kBro Co., Ltd. and Taiwan Mobile Co., Ltd
AzureTrustees Ltd Award Tax & Trusts Law Firm of the Year
Finalists • Appleby • Harneys • Maples and Calder • Ogier • Walkers
School of Law, City University of Hong Kong Award PRC Firm, Hong Kong Office of the Year WINNER ►► King & Wood
WINNER ►► Baker & McKenzie
Finalists • Allen & Overy • Baker & McKenzie • Clifford Chance • Herbert Smith • Mallesons Stephen Jaques • Morrison & Foerster L-R: Joseph Lam, King & Wood; John Burke, City University of Hong Kong; Sophia Wang, King & Wood; Sushma Sharma, City University of Hong Kong; Jonathan Lee, King & Wood
Real Estate Law Firm of the Year WINNER ►► Mayer Brown JSM
L-R: Jeremy Lee, Dragages Hong Kong; Andrew P. B. MacGeoch; Keith Cheung, Mayer Brown JSM
Why: • Repeat winner in this category over a number of years • Is one of the largest and most-renowned real estate teams in Hong Kong – over 120 members with over 20 partners • Worked with almost all developers in HK including Great Eagle, Hang Lung, Henderson Land and Hongkong Land
L-R: Richard Weisman, Baker & McKenzie; Deborah Annells, AzureTrustees Ltd
Why: • Maintains an experienced and well-established tax practice in both Hong Kong and China while Hong Kong team has five partners, one special counsel and nine associates/tax professionals • Actively advising on matters such as tax planning, tax controversy, transfer pricing, mergers & acquisitions, employment-related taxes, stamp duty and private banking/ wealth management
Finalists • Clifford Chance • Deacons • Mayer Brown JSM • Withers
Offshore Law Firm of the Year
Finalists • Baker & McKenzie • Deacons • Paul Hastings • Woo, Kwan, Lee & Lo
Why: • Repeat winner in this category over a number of years • The Hong Kong office currently has 13 partners and more than 50 legal professionals, is a firm born from King & Wood PRC Lawyers’ long-standing strategic alliance with the Hong Kong solicitors’ firm of Arculli Fong & Ng • The firm has advised on two finalist deals at this year’s Awards including China Minsheng Bank IPO and HSBC RMB bond issue
Finalists • Grandall • Jun He
Zensho Award Korea Deal Firm of the Year WINNER ►► Kim & Chang
WINNER ►► Conyers Dill & Pearman
Shipping Law Firm of the Year WINNER ►► Holman Fenwick Willan L-R: Robin Doenicke, Zensho; Alex Yang; Young-Jay Ro, Kim & Chang
L-R: Steven Yeo, Citi; David Lamb, Conyers Dill & Pearman
L-R: Michelle Hung, COSCO Pacific; George Lamplough and team, Holman Fenwick Willan
Why: • The firm continues to expand its support of the maritime sector in the region - it now has the 7 Master Mariners based
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Why: • The firm added the ability to advise on the laws of Cyprus in 2010, which marks the continued progression of the firm’s strategy to focus on the BRIC markets, following launches in Sao Paulo, Moscow and Mauritius over the past two years • Advised on two finalist deals at this year’s Awards including Piraeus Container Terminal Project and Shengli Oil & Gas Pipe Holdings Limited IPO
Why: • Repeat winner in this category over a number of years • The firm’s major engagements in 2009-10 includes all of the deals nominated in the category of Korea Deal of Year, such as eBay-Gmarket Acquisition and KKR/Affinity-Oriental Breweries Acquisition
Finalists • Bae, Kim & Lee • Hwang Mok Park • Lee & Ko • Shin & Kim • Yulchon Asian Legal Business ISSUE 10.11
The Macallan
A TASTE OF TIME… THE MACALLAN 1824 COLLECTION In Pursuit of Excellence…..
Company Profile | China EVENTS Law Awards EVENTS | Hong Kong Law Awards 2010 >>
The Macallan
TT
The Macallan 1824 Collection
bottling at the old Director’s strength, which is crème de la crème of casks, these hogshead he Macallan owns an unparalleled Eachwas expression the collection tells a hourscasks. went into perfecting he origins Theillustrious Macallan can be casks are painstakingly the traditional way that reserved forinspecial just half the size long of standard reputation andof long, history story unique to The Macallan. The Select this decanter’s designs. This decanter was traced back for some 200 years ago events and was never sold to public in the A beautiful pale golden colour, the Select that dates back almost two centuries. Oak isiscrafted from an exceptionally wide designed at LALIQUE’s in The Estate Reserve when“best farmers had making past. reminiscent of the Oak offers vanilla, butterscotch withDesign a hint ofStudio Ranked malt in thebeen world” by ancient distillery with it’s non-chill of five cask types plums the nose. palate the the Whiskywhisky Magazine, thesurplus industrybarley bible, during damson and unique combination Paris,on based uponOna the ship’s decanter of the style of the from the filtered and bottled at fill theSpanish old-style 80º enticing characteristics of vanillain and sweetThe Macallan The Macallan continuously celebrates (1st Oakproof, Sherry cask, refill Spanish 1820’s, the decade which cold and quieter winter monthsitson the land commonly knownOak as ’20 under’.cask, 1st fill American Sherry and in provide heritage dedication to whisky making by Sherry wasthrough founded, 1824.a great, LALIQUE’s designer aroundand The Macallan for centuries before spices come The 1824 Limited Release draws exclusively satisfying length to the medium sweet finish. combining centuries of experience distilled cask, refill American Oak Sherry casks and felt the shape lent itself perfectly to the distillery was founded in 1824. The Macallan from sherry seasoned Spanish oak casks which This is ideal for both whisky sophisticates and into its latest offering, The 1824 Collection. 1st fill American Oak ex-bourbon casks). The beautifully crafted panorama of The Macallan has grown directly from this tradition. have been solely grown, cared for and crafted initiates looking to appreciate Single Malts for The 1824 Collection is a new family of Maker’sThe Edition estate. The Alexander Reid, theexclusively founder for of The Macallan, the celebratedWhisky Tevasa cooperage. dark is crafted by The the very first time.This unique piece reminisces by Single Malts developed Macallan’s Whisky Maker, Bob Dalgarno, Macallan heritage withamber elements was himself barley farmer. colour Single Malt offers dried fruits, Maker’stradition Edition, aand representation the Global Travela Retail market. TheCattle four drovers The Whisky orange, wood spices andpersonal burnishedenjoyment oak on dedication skill in whisky distinctive expressions, Select Oak, the for his and bottled at of barley, oak and woodlands and the Thomas would stop to buy the locally distilled whisky of the passion, nose. palate, notes ofstrength ginger and byTelford’s Bob Dalgarno, Thewhile Macallan’s Whisky Maker’s Edition, the Estate preferred of 42.8% abv; this Bridge capturing the the skills andOn thehis before fording the river Spey Reserve on their waymaking to with an extremely Whisky Maker, is surely being felt by the and the 1824 Release, are created by famous delicious Single Maltlong is layered with fruit commitment for which LALIQUE hascardamom achievedare paired markets in Limited the south, before Telford’s and slightly dry finish with hints of apple and enthusiastic guests at the Hong Kong ALB the Master Whisky Makers to showcase the and spice. The classic style Estate Reserve world-wide recognition. bridge was built in 1814. spices. The 1824 Limited Release is a limited Awards 2009. It uses a combination of rich, spectrum of flavours and aromas associated is non-chilled filtered 64 years old Macallan has been vatted its earliest days, The Macallan rapidly edition of only 1,824 hand-crafted, crystaland includes a parcel sweet sherryThe seasoned oak casks and American withFrom The Macallan. of specially reserved casks, Sherry seasoned togethercasks. fromThe three casks, gained a reputation for the excellence decanters decorated by a Scottish silversmith sparkling fullall built from John Ramsey, the Master Blender Emeritus of bourbon seasoned sherry seasoned Spanish was product. Anparent obsession with for the dedicationSpanish to satisfyoak truehogsheads collectors. which deliver great comes with elegant fresh oak. fruit The first foritsThe Macallan’s company Thequality wasgolden colour Each expressions The 1824 For those who can bottled the Whisky Maker’s in 1945 and Edrington along with Dalgarno, andofintensity. inat1942, the second theof the fourrichness shared Group, by its owners, allBob local tradesmen, notes. It isfilled Collection theThe honourable strength 42.8%.1946, On the from nose itwhich the The Macallan’sand Whisky Maker, who between still find MMIXpraise Limited Release are in of January age has received merchants craftsmen. Their passion topreferred third from industry renown. Whisky aficionado and fresh fruits with a hint of them hold over 50 years of experience in recommended to buy at once. This is a of this great Macallan has been taken. The strive for continuous improvement was asoffers ginger Paul Pacult of the spirit Journal says that the cloves, nutmeg and oak, Intense and robust. whisky making, have created a very special limited release of 1824 crystal decanters decanter is destined to reach New York in solid and enduring as the stone of Easter The mouth Whisky Maker’s Edition offers a “Remarkable, is filled with a burst of spices and range of Single Malts in casks that are at the decorated by ait Scottish silversmith and November 2010, where it will be auctioned Elchies House. Since the nineteenth century, admirable integration” and gives a Five Stars fruit with a subtle and lingering note of charred peak of their maturity to ensure a complex from also some of the rarest and oldest offtobya long Sotheby’s, withslightly all proceeds being thefull-flavoured reputationwhisky. of The Macallan slowly grew rating; while the created Estate Reserve receives oak, leading yet soft and and a Four Stars rating. Whisky expert smoky finish. Macallan casks.and author The Select Oak uses three types of cask; donated to charity: water, a non-profit from its base in north eastern Scotland and of drinking the Whisky Bible,For Jimthose Murray, has appreciate given the Reserve is a bringing dram withclean real and safe American Oak seasonedfor with either sherry who and relish fine organization with the demand a more complex and The Estate Select Oak a score of 94.5% thefor 1824 which draws on casks that deliver anations. orflavourful bourbon and first-fill European spirits, andand look complexity and intensity to people in developing whisky, demand oak for casks single malt characterwater Limited Release a score of 97.5% while being maximum intensity and depth of flavour. This seasoned with sherry. These first-fill casks are of flavours in the whisky, these are on the Another series of particular interest and The Macallan expands. The Macallan described as: “Unquestionably my favourite Single Malt includes some traditional sherry significantly more expensive than the majority watch-out list. Slainthe! would be The Macallan 1824 Collection, a now gains a rally of dedicated followers, Macallan of all time: indeed one of the seasoned hogshead casks especially reserved of casks used by other Single Malt brands. The definitive rangeThe of rich award winning greatest Single whiskies ever created.” enthusiasts connoisseurs the for this unique expression. amber sherry seasonedand oak casks form a rich around base The Macallan 64 Years Old in Malts created by of the craftsmen globe. Ardent singleseasoned malt collectors As The Macallan Lalique continues to Perdue sweep awards colour is attached with notes ginger, vanilla, at The while American bourbon casks add are a now Cire Decanter and accolades from around the globe, The 1824 fudge andMacallan. citrus on the On who the palate, a these fresh complexity. A further complexity is added Fornose. those travel, can mindful of whisky auctions where they eye Collectionin is going to enchant the demand oak wood vanillaare available byon a top dressing of hand-picked, first-fill sherry be worthnotes yourofwatch as they lots containing The Macallan – in fact rich and rewarding of connoisseurs’ discerning palate while and spiced orangetravel is followed exceptional oak hogshead casks. Toheld further concentrate the global retail,bywhich is duty free. These The Macallan has records in auctions; simultaneously moving with the times to please length that is citrus sweet with a hint of oak. flavour, interaction between the spirit and the can be described as ‘personal whiskies’ and in 2002 a bottle of vintage The Macallan those who are just embarking on the pleasure. For the first time The Macallan has released a wood is maximised in what is renowned as the
1926 swept a record price of Korean Won that time) to a private collector in South Korea; in 2009, a bottle of The Macallan 50Yr set another record of 34-49 HKLaw Awards post-event FINAL.indd 37 £11,750 in Glasgow. Some of the very rare and interesting pieces worth collecting from this ‘château’ of single malt include the recent release of the one single unique piece of The Macallan 64 Years Old in Lalique Cire Perdue Decanter. Created by the ancient “lost wax” process, www.legalbusinessonline.com 70 million (£36,842 at
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they draw on the distillery’s long history, rich traditions and dedication to quality. This is reflected in each expression: individually influenced by the innovation cask selection, the obsession with the finest ingredients, and then shaped by the years of experience handed down through generations of craftsmen. In the making of this collection, The Macallan has selected those casks whose whiskies are at the peak if maturity and deliver outstanding flavour.
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10/28/2009 4:01:19 PM
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EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards
Taiwan Deal Firm of the Year WINNER ►► Lee and Li
of training modules and client tools, including distressed M&A, restructuring and insolvency and risk management and compliance • Tan also places high priority on client relationship management. In addition to her management roles, she oversees the firm’s service delivery to two of the largest clients – Hutchison Whampoa and Fedex
Highway Infrastructure Limited, a leading infrastructure developer in the Pearl Delta Region of China. • This deal was one of the most significant developments in recent years in that it is now possible for corporates with interests in China to issue RMB-denominated bonds outside of the PRC
Benjamin Li, Lee and Li
Why: • Lee and Li remains a market leader in Taiwan, advising clients on a healthy range of transactions last year, including frontline mergers and acquisitions, project finance, and debt and equity deals • Advised on three finalist deals at this year’s Awards including KGI Securities GDS offering and TAISHIN acquisition, Taiwan High Speed Rail Corporation Refinancing and the Carlyle Group–Taiwan Mobile Share Swap
Finalists • Baker & McKenzie • Jones Day • LCS & Partners • Russin & Vecchi • Tsar & Tsai
Managing Partner of the Year WINNER ►► Poh Lee Tan - Baker & McKenzie Why: • Under Tan’s leadership, Baker & McKenzie developed a series
L-R: Russell Coleman SC, Hong Kong Bar Association; Cynthia Tang (on behalf of Poh Lee Tan), Baker & McKenzie
Finalists • Bill Barron - Davis Polk & Wardwell • Jeremy Lam - Deacons • Alastair Da Costa - DLA Piper • Christopher Stephens - Orrick, Herrington & Sutcliffe • Neil Torpey - Paul Hastings
The Macallan Fine Oak Single Malt Scotch Whisky Award Hong Kong Law Firm of the Year
L-R: Edward Smith; Christopher Kelly; Jon Gray; Hyung Jung Ahn, Linklaters
Finalists • Baker & McKenzie • Clifford Chance • Deacons • Freshfields • Hogan Lovells • Mallesons Stephen Jaques • Mayer Brown JSM • Skadden
WINNER ►► Linklaters Why: • A winner in this category last year, Linklaters has enjoyed another successful year • The firm has been involved in the vast majority of the defining deals of 2009-10 including advising Bank of China (Hong Kong) Limited as to Hong Kong law on the issue of RMB1,380m 2.98 per cent bonds due 2012 by Hopewell
Event PARTNER The Macallan Fine Oak The Macallan Fine Oak is a Single Malt of peerless quality. In his Whisky Bible 005, renowned whisky expert and author Jim Murray awarded The Macallan Fine Oak range ‘Best New Scotch’. He went on to describe it as “representing by far the best range of non-vintage whiskies to be launched by any one distillery for possibly the last decade.” The Macallan Fine Oak is triple cask matured in a unique, complex combination of exceptional oak casks; European oak seasoned with sherry, American oak seasoned with sherry, and American oak seasoned with bourbon. This unique triple cask combination delivers an extraordinarily smooth, delicate yet complex single malt. The Macallan 1824 Collection The 1824 Collection is a definitive range of single malts created by the craftsmen who are at the heart of The Macallan. Led by John Ramsey, Master Blender Emeritus from the parent company The Edrington Group, together with Bob Dalgarno, the Macallan’s Whisky Maker, who between them hold over 50 years of experience making whisky; these personal whiskies draw on the distillery’s long history, rich traditions and dedication to quality. This is reflected in each of the four expressions, Select Oak, Whisky Maker’s Edition, Estate Reserve and 1824 Limited Release: individually influenced by the innovative cask selection, the obsession with the finest ingredients, and then shaped by the years of experience handed down through generations of craftsmen. 40
Asian Legal Business ISSUE 10.11
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EVENTS | China Law Awards >> 2010 >> Hong Kong Law Awards
SPONSORS AzureTrustees Ltd
AzureTrustees a Registered Trustee Company based in Hong Kong. Exclusively dedicated to high-level tax planning and wealth protection, AzureTax Group spearheads a transparent, strategic and ethical approach to tax and trust advice. AzureTax Group provide tax advisory services for individuals and businesses, Services available range from international tax advisory through to global wealth protection strategies, with special expertise in Hong Kong, China, the UK, the US and Australian taxation matters. Contact Details Suite 1010, 10/F, Tower Two, Lippo Centre, 89 Queensway, Admiralty, Hong Kong T: +852 2123 9370 | F: +852 2122 9209 E: info@azuretrustees.com | W: www.azuretrustees.com
BDO Limited
BDO Limited is the Hong Kong member firm of BDO International Limited, a global accountancy network with over 1,100 offices in 110 countries and 46,000 people providing advisory services throughout the world. Since our establishment in 1981, we have committed ourselves to facilitating the growth of businesses by advising the people behind them. Our professional services include assurance, taxation, business recovery, forensic accounting, litigation support, matrimonial advisory, risk advisory and business services. We possess comprehensive knowledge of accounting standards, tax and investment regulations prevailing in Hong Kong, China and other major countries, and conduct ourselves with the highest professional standards. Contact details 25/F, Wing On Centre, 111 Connaught Road, Central, Hong Kong T: +852 2541 5041 | F: +852 2815 2295 E: info@bdo.com.hk | W: www.bdo.com.hk
City University of Hong Kong
The School of Law of City University of Hong Kong aspires to be an internationally renowned centre for research and teaching of law in the Asia-Pacific region. The School’s mission is to provide students with excellent education, to contribute to the advancement of knowledge and to improve people’s quality of life. The School is international in character
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with a team of distinguished staff from various part of the world, and has developed close links with the legal professions and law schools in Asia, Europe and North America. The School promotes a global perspective on legal education. Students have ample opportunities to participate in exchange activities and develop a global view. Contact Details School of Law City University of Hong Kong Tat Chee Avenue, Kowloon Tong, Kowloon, Hong Kong T: (852) 3442 8008 | F: (852) 3442 0190 E: lwgo@cityu.edu.hk
Holman Fenwick Willan
Holman Fenwick Willan is a global law firm advising businesses engaged in international commerce. The firm has a reputation worldwide for excellence and innovation and has focused the development of its capabilities in the following core sectors: commodities, energy and offshore, finance, insurance and reinsurance, shipping and transport. With offices in Asia-Pacific, Europe and the Middle East, the firm has one of the largest international arbitration and dispute resolution practices of its kind, and has over 125 years experience of working with other law firms in jurisdictions throughout the world. Established in 1978, our Hong Kong office has been serving international and domestic clients in China and the Asia region for 32 years. Contact details Paul Hatzer Holman Fenwick Willan LLP 15th Floor, Tower One, Lippo Centre, 89 Queensway Admiralty, Hong Kong T: +852 3983 7788 | E: paul.hatzer@hfw.com
The Hong Kong Corporate Counsel Association
Lewis Sanders
Lewis Sanders is a specialist legal recruitment consultancy offering clients and candidates a full range of recruitment solutions. Using our extensive market knowledge, contacts and expertise we place lawyers at all levels with international law firms, global financial institutions and multi-national companies across Asia. Our specialist consultants provide detailed market-specific knowledge and up to date information on job opportunities, salaries and market trends and can also offer an international overview of the legal market through our alliances with established legal recruiters in Europe, Australia, the Middle East and India. Lewis Sanders has built its reputation on its core values of integrity, trust and professionalism. This approach has enabled us to establish and maintain long standing relationships with candidates and clients and has positioned us as one of Hong Kong’s leading legal recruiters. Contact Details 2001, Winway Building, 50 Wellington Street, Central, Hong Kong T: +852 2537 7410 | F: +8852 2537 7412 E: recruit@lewissanders.com Lindsey Sanders, Managing Director +852 2537 7409 | lsanders@lewissanders.com Emily Lewis, Managing Director +852 2537 7408 | elewis@lewissanders.com
Merrill Legal Solutions
Merrill Legal Solutions is Asia’s leading provider of high quality verbatim court reporting, transcription and litigation support services. Since opening our office in Hong Kong in 1994 we have covered hundreds of court hearings, arbitrations and US depositions including some of the most high profile matters in the region. We provide court reporting including real-time, daily and next day services, recording and transcription, interpretation and translation, as well as document management and litigation support services including scanning, copying, printing, evidence reconstruction, e-bundles and document hosting. Merrill Legal Solutions is the official provider of transcription services for the Hong Kong High Court and supplier of services for the Hong Kong International Arbitration Centre. Contact details
The Hong Kong Corporate Counsel Association is the pioneer association run for in-house counsel by in-house counsel in Hong Kong. It provides an efficient and effective range of benefits and services for its members’ professional development, including continuing legal education, a platform for networking and the exchange of ideas, information and experiences that are unique to the in-house role.
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Paul Weiss
Paul, Weiss, Rifkind, Wharton & Garrison is an international law firm with over 600 lawyers Asian Legal Business ISSUE 10.11
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worldwide. Paul, Weiss has one of the world’s leading Communications and Technology Practices and consistently wins Asia’s top “IT/Telecommunications Law Firm of the Year” award in recognition of our M&A, private equity and regulatory efforts in the telecommunications and IT sectors. Our knowledge of the regulatory landscape in Greater China is recognized by our peers as being the best and second to none. The firm represents a wide variety of providers and users of communication goods and services, as well as other entities with interests in communications and technology businesses and regulatory decision making. Contact details Jeanette Chan, Partner Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor, 3A Chater Road, Central, Hong Kong T: +852 2846 0300 (main phone) | E: jchan@paulweiss.com
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Pinsent Masons is a full service global law firm with over 1000 lawyers worldwide. They provide a full range of legal services to major international corporations, institutions and public bodies. They specialise in Construction & Infrastructure, Projects, Energy, Corporate, IP, and Technology & Telecoms.
Pinsent Masons has been active in Asia for 27 years and have offices in Hong Kong, Shanghai, Beijing, Dubai and Singapore. Through their international networks and alliances they have a further 700 lawyers across 22 locations in Europe and the United States. Contact details 50/F Central Plaza, 18 Harbour Road, Hong Kong T: +852 2521 5621 Vincent Connor, Head of Asia Pacific: vincent.connor@pinsentmasons.com Nicola Ogilvie, Business Development Manager, Asia Pacific: nicola.ogilvie@pinsentmasons.com
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As legal profession recruitment specialists, Zensho is proud to sponsor this year’s award for International Deal Firm of the Year. Specialist recruitment within the legal profession requires local market specialization, long-term commitment, personal attention, discretion, initiative and a sincere intention to help. Our success depends upon our consistent ability to quickly make connections, produce results and maintain strong, lasting relationships within the legal and business community. We hope our continued efforts to be a trusted advisor and provider of accurate and timely information will make us the market’s provider of choice. Contact details T: +81-3-5575-5091 E: enquiry@zenshogroup.com
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Feature | ALB Leading PE & VC firms >> ►► ALB’s Leading PE & VC Law firms: Asia ►► International law firms Paul Weiss Clifford Chance Baker & McKenzie Simpson Thacher & Bartlett Linklaters
►► Large domestic practices Lee & Ko (Korea) Bae Kim & Lee (Korea) Romulo (Philippines) Nishimura & Asahi (Japan) Nagashima Ohno & Tsunematsu (Japan) King & Wood (PRC) Jun He (PRC) Fangda (PRC) Deacons (HK) Lee and Li (Taiwan) Skrine (Malaysia) Allen & Gledhill (Singapore) WongPartnership (Singapore) Hadiputranto, Hadinoto & Partners (Indonesia) Amarchand & Mangaldas (India)
ALB’s leading private equity and venture capital law firms: Asia
2010
AZB & Partners (India)
►► Boutique & Specialist firms Pureun Law Firm (Korea) HanYi (PRC) JunZeJun (PRC) Lexygen (India) DSK Legal (India)
State of the market
P
rivate equity in the AsiaPacific (ex- Japan) enters the last quarter of 2010 after having one of its strongest first halves for some time. According to Thomson Reuters data, 381 deals
were reported in the first half of this year, representing a total invested equity value of US$7.2bn – a 14.3% premium on the same period last year. Investment into consumerrelated sectors was the most active,
Indus Law (India) Chooi & Company (Malaysia) Deol & Gill (Malaysia) William Effendi (Indonesia) DFDL Mekong (Vietnam) Pamir (Taiwan) Yangming Partners (Taiwan)
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►► Methodology
ALB's leading private equity and venture capital (PE &VC) law firms: Asia survey was conducted among the region's senior in-house lawyers and business leaders as well as private-practice lawyers, over a threemonth period ending September 2010. ALB's editorial team contacted survey respondents directly through a mixture of telephone calls, direct e-mails and face-to-face interviews at ALB's In-house Legal Summit series. Respondents were asked to provide their off-the-record opinions as to the leading PE & VC law firms across the region in jurisdictions where they, or their company, conduct substantial business. Respondents were also asked to single out the leading PE & VC practitioners across the region. ALB's editorial team combined the results of this research with submissions made by law firms and in-house counsel as part of the ALB Law Awards series and their own stock of industry knowledge. Asian Legal Business ISSUE 10.11
Feature | ALB Leading PE & VC firms >>
accounting for a third of all PE activity in this period and totaling US$2.2bn from 49 companies. The industrial/ energy and internet-specific sectors gained US$886m and US$707m in investments, respectively. Unsurprisingly, Chinese companies remained the biggest beneficiaries of PE investments in the Asia-Pacific region, attracting US$2.6bn of disbursements (36% of the region’s total). China received investments from 118 firms – the highest number of firms investing in any nation in the region. India followed closely with US$2.0bn from 102 firms (28% of the region’s total), and Indonesia moved up the ranks to come third, receiving US$772m from just one firm (11% of the region’s total). “PE is back in a big way,” states Rocky Lee, Asia managing partner at US firm Cadwalader Wickesham & Taft. “Valuation is becoming more rational and there are even some compelling opportunities in overlooked sectors. This is helping drive
capital markets has also helped. The reappearance of the IPO exit route has eased the tensions of many investors and the fact that domestic banks remained largely free from the liquidity concerns of their global counterparts meant fewer transactions were scuppered for want of financing. Despite market confidence being upbeat and the fact that price expectations of buyers and sellers are beginning to converge, some concerns remain – especially for those PE houses with ‘dry powder’. Here, practitioners suggest that entry multiples will rise as buyers’ confidence returns and, as a consequence of an improving environment, levels of competition, both from conventional PE houses and non-private equity players, will increase. This newly energised deal environment is expected to see an abundance of mid-sized deals in energy, mining and consumer-
►► ALB’s Leading PE & Vc Lawyers
Wai King Ng Firm: WongPartnership Location: Singapore • Major representative transactions include acting on the LBO of MMI Holdings – one of the largest buyouts of a Singapore company by a PE fund– and KKR’s purchase of Unisteel • Clients include KKR, TPG Capital and Temasek Holdings
Jack Lange Firm: Paul, Weiss Location: Hong Kong • Major representative transactions include acting for a number of PE houses and SWFs on the acquisition in a significant minority stake in Far East Leasing Corporation; General Atlantic’s US$425m investment in India’s clean power sector; and China Pharma’s cash offer for Sihuan Pharmaceutical • Clients include KKR, GIC Special Investments, Carlyle, China International Capital Corporation, General Atlantic LLC and Morgan Stanley Private Equity Asia
Danny Tan
“Valuation is becoming more rational and there are even some compelling opportunities in overlooked sectors. This is helping drive up deal volume” up deal volume. The second half [of the year] is looking better [than the first half of the year] and if the overall macroeconomic environment remains steady we will see a strong year in Asia PE this year,” he said. Mark McNamara, global head of PE at Baker & McKenzie, attributes the strong growth of PE during this period to the relatively lacklustre performance in the EU and US and more concentration on investing rather than salvaging their portfolios, the latter being the norm through much of the financial crisis. “The debt providers are starting to lend to private equity again and that, coupled with sponsors returning to focus more of their time on investing their capital rather than salvaging their portfolio, has led to more activity on the investing side than we have seen for some time.” Recovery in most of the region’s www.legalbusinessonline.com
Firm: Allen & Gledhill Rocky Lee
Cadwalader Wickesham & Taft
related sectors. In South-East Asia, practitioners suggest that Singapore and Indonesia (closely followed by Malaysia and Vietnam) will see the lion’s share of the activity, while in North Asia China, Taiwan and Korea will dominate and, further afield, Australia and the Middle East will rebound strongly.
China
Blackstone has one, Kohlberg Kravis Roberts wants one and Carlyle already has two. RMB funds are dominating discussion of PE in China at the moment like nothing else ever has in the sector. Having received RMB2.4bn in commitments from various sources, including the Beijing state-owned Capital Operation and Management Center (BSCOMC) and the Beijing Equity Investment Development Fund, the group has set up a joint
Location: Singapore • Major representative transactions include acting for an Australian financial institution in the establishment of a US$1.5bn Indian infrastructure fund, the establishment of a VC fund by a world-leading nanotechnology firm, and the US$120m restructuring of a Vietnamese PE • Clients include major financial institutions, supranational organization and large private equity houses and funds
Andrew Ostrognai Firm: Debevoise & Plimpton Location: Hong Kong • Major representative transactions include acting for Navis Capital Partners in the formation of a US$1.16bn fund for investments in Asia, SAIF Partners in the establishment of a US$1.28bn panAsia capital growth fund, and CDH Investments in the establishment of its US$1.46bn China-targeted fund • Clients include HSBC, Hony Capital, Baring Private Equity and China Renaissance Capital Investment
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Feature | ALB Leading PE & VC firms >>
►► ALB’s Leading PE & Vc Lawyers
Park Jong Koo Firm: Kim & Chang Location: Korea • Led a Kim & Chang team acting for Anhueser Busch InBev in its US$1.8bn sale of Oriental Breweries to KKR • Clients include both local and international PE houses, financial institutions and government bodies
Andrew Whan Firm: Clifford Chance Location: Hong Kong • Representative transactions include acting for Japanese paper maker Oji in its US$200m LBO of Malaysia’s GS Paper & Packaging and CVC on its HK$1.7bn investment in Sung Hung Kai Financial • Clients include CVC, Standard Chartered PE
Ajay Bahl Firm: AZB & Partners Location: India • Major representative transactions include acting on Olympus Capital’s US$300m investment in Tata Power’s coal mine SPVs in Indonesia, the US$217m investment by Standard Chartered PE, KKR and New Silk Route in Coffee Day Resorts and the USD175m investment by Temasek into National Stock Exchange • Clients include Warburg Pincus, Sequoia Capital India, Citigroup, Credit Suisse
venture holding an 80% stake with BSCOMC to help manage the fund. Through the JV, Carlyle and BSCOMC will work together to identify opportunities and share resources to tap growth opportunities in China. The fund follows on from the establishment of the Fosun-Carlyle (Shanghai) Equity Investment Fund earlier this year. It is now ready to invest, mainly in largescale companies with high growth prospects. But Carlyle is not the only PE giant boosting its investment strategies via RMB funds in China. According to Zero2IPO's recent PE report for China, there were 26 RMB funds set up (and six foreign invested funds) in 1H 2010. The new number marks a significant increase from 2009 H2's 15 new RMB funds and the trend towards localisation – using RMB to raise funds, make acquisitions and exit – has picked up momentum. The international status of China's currency has increased in the wake of the financial crisis.
Impetus and regulations
Just as a return of viable exit strategies has triggered the PE
recovery elsewhere in the region, so too has it fueled the explosion of interest in RMB funds. "Every deal now seems to be in the shadow of where the investors are eventually going to list. That is what everyone is thinking about nowadays when they are planning for investments into a company," says David Roberts, a partner with O’Melveny & Myers in Beijing. Wayne Chen, a partner at local Chinese firm Llinks, also attributes the boom to the solid returns that are on offer in the A-market. "Right now, the A-share market is doing extremely well. IPOs in the growth market are offering such a high price-to-earnings ratio," says Wayne Chen, a partner with Llinks. "If you look at the top 10% of companies in China's PE industry, their returns are more attractive than those found in other markets." According to reports released by both PricewaterhouseCoopers (PwC) and Ernst & Young, domestic companies are expected to raise more funds via Shanghai and Shenzhen IPOs than those in Hong Kong this year. Moreover, in the first half of 2010 the Shenzhen Stock Exchange eclipsed
“If you look at the top 10% of companies in China’s private equity industry, their returns are more attractive than those found in other markets”
Wayne Chen
Llinks
ALB’s Leading PE & VC Firm JunZeJun is a leading law firm based in Beijing specializing in commercial law. With a team of 175 experienced lawyers, JunZeJun is proud of its strong competitive edge in the capital and financial business markets covering PE&VC, foreign direct investment, initial public offering both in domestic and overseas exchanges, tax planning, M&A, restructuring, securitization, trust, derivatives and others. Our lawyers work on the most complex and challenging transactions with an impressive array of high-calibre international, domestic private and state-owned corporations of large scale in various industries, including energy and natural resources, financial institutions, construction, manufacturing and services, telecommunications, media and technology, real estate, pharmacy and healthcare, transport and logistics, etc. We are dedicated 48
to provide the highest quality of professional services for the strategic decisions of our clients.
Contact: ZHANG Wei (Partner) Tel: 86-10-66523388 Fax: 86-10-66523399 Email: zhangwei@junzejun.com 联系人：张炜（合伙人） 电话： 86-10-66523388 传真： 86-10-66523399 电邮：zhangwei@junzejun.com Asian Legal Business ISSUE 10.11
Feature | ALB Leading PE & VC firms >>
the New York and Tokyo bourses to become the world’s number one IPO venue. The SSE listed 161 companies raising US$22.6bn in this period while Shanghai came in fourth place, with a total value raised of US$8.2bn. But it is not necessarily all about exit strategies. A number of practitioners also put the recent rise of RMB funds down to global PE players looking for ways to capture a slice of the growth miracle happening in China’s own Silicon Valley. This demand continues unabated despite any number of regulatory impediments. According to lawyers, the advantages of RMB funds are clear: they can make investments without foreign exchange controls, and raise funds from local investors including high-net-worth individuals, onshore companies, government funds, insurance companies and social security funds. RMB funds can also speed up transactions because they do not require foreign investment approvals.
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South-East Asia
Although PE’s growing influence in China has been one of the most salient industry trends over the past few years, the role that PE is playing elsewhere in Asia is also noteworthy. In South-East Asia, PE and VC have both played a pivotal role in quickening the the growth of companies across the dynamic economies of Singapore, Malaysia, Philippines, Indonesia, Thailand and Vietnam. Even though the role that PE & VC has played in SE Asia over the past few years may be less visible when compared to places like China, it has nonetheless set deep roots in the region. A Bain & Company report indicates that from peak to peak across the business cycle, the number of deals financed by PE investors rose from 40 in 2000 to 60 in 2007, a 50% increase. Even though the deal count in the region dropped to just 23 during the recent downturn, 2009 was still the fourth-best year
►► ALB’s Leading PE & Vc Lawyers
Rocky Lee Firm: Cadwalader, Wickersham & Taft Location: China • Acted for HSBC Asian Ventures Fund 3 in its investment in Jaco SolarSi, a supplier of upgraded metallurgical silicon • Represents many start-ups, venture backed companies and emerging growth companies in the technology sectors as well as traditional businesses sectors. Major clients: Aureos Capital, Sequoia Capital China and Matrix Private Equity
Ai Ai Wong Firm: Baker & McKenzie Location: Singapore • Major transactions include advising AXA Private Equity on its investment in Bharti Infratel Limited and Affinity Group on the acquisition of 44% of and subsequent mandatory general offer for Singapore-listed Jaya Holdings • Clients include YTL, Macquarie, Babcock & Brown and Deutsche Bank
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Feature | ALB Leading PE & VC firms >>
►► ALB’s Leading PE & Vc Lawyers
Maurice Hoo Firm: Orrick Location: Hong Kong • Major transactions include acting for Blackstone in its US$600m acquisition of a 20% stake in China National Bluestar • Clients include Mount Kellett Capital, PineBridge Investments (formerly AIG Investments), The Rohatyn Group, Warburg Pincus and Bank of America
Philip Culhane Firm: Simpson Thacher & Bartlett Location: Hong Kong • Major representative transactions include: representation of both established managers and emerging and middle market managers raising their first funds. Fund formation work encompasses the range of PE, special situations and distressed debt funds, venture capital funds, hedge funds and various other private investment structures • Clients include JP Morgan, Blackstone, Carlyle and KKR
Lee Je Won Firm: Lee & Ko Location: Korea • Major representative transactions include acting as Korean counsel to the lenders in relation to the financing for the LBO of Oriental Brewery • Clients include Credit Suisse, Goldman Sachs, Morgan Stanley, Nomura International and Rabobank International Global Financial Markets
Howard Zhang Firm: Davis Polk & Wardwell Location: China • Major transactions include acting for Charles River Laboratories, Yahoo! and Shanda Interactive in major strategic investments • Major clients include Bain Capital, Carlyle, IDG/Accel, Merrill Lynch and Warburg Pincus
for transactions in the past decade. The value of those deals, meanwhile, soared six-fold, to US$12.3bn in 2007. Deal value dropped by nearly half, in 2009, to US$6.3bn; but even at that depressed level, the total value of PE transactions last year was nearly eight times higher than in 2001, when the region began to pull out of the last recession. From 2006 through the end of last year, buyouts comprised less than one-third of all deals, but they accounted for between one-half and three-fourths of total deal value. With the return of strong GDP growth across the region since the second half of 2009, PE in SouthEast Asia looks poised to resume its ascent. Deal flow has continued to increase into 2010, along with average deal size. A wide array of large-cap, mid-cap, sovereign wealth funds and Asia-focused funds wielding sizable amounts of "dry powder" – capital targeted for investment but not yet
“Expect to see Asian funds working on deals that strengthen Asian companies for regional and global expansion and that build synergies for regional players” allocated – are scouting the region for opportunities. Credit markets have stabilised, laying a foundation for a cautious return of both buyouts and growth capital. This aligning of favourable conditions makes now a good time to take stock of how the industry will evolve over the remainder of 2010 and beyond. “South-East Asia is another hot spot – again a wide range of industries with perhaps more of a focus on traditional energy and resources plays,” said Andrew Whan, head of PE for Clifford Chance in Asia. “Expect to see Asian funds working on deals that strengthen Asian companies for regional and global expansion and that build synergies for regional players,” he said.
Deeper commitment
Whan’s sentiments are substantiated by the empirical data. A recent study of the PE industry in South-East 50
Asia undertaken by Bain & Company and the Singapore Venture Capital & Private Equity Association (SVCA) found that a majority of the region’s major international and domestic players have plans to deepen their presence in the region. Half of all respondents to the survey expect that the number of funds active in South-East Asia will increase over the next two to three years. Nearly two-thirds of the respondents expect that new funds will be regional specialists, and another 13% will specialise by industry sector. Overwhelmingly, PE general partners expect limited partners' interest in investing in the region to remain high – nearly nine out of 10 expect them to maintain or increase their asset allocations to PE and venture capital. The survey findings reveal that players in SE Asia will continue to target mainly small and mid-cap companies and that funds’ annual
Andrew Whan
Clifford Chance
investments in the region will double meaning that over a quarter of funds active in SE Asia will be investing more than US$200m per year.
Increased competition
Among funds already active in South-East Asia, just 20% are local specialists, and nearly half of those concentrate on Singapore. The remainder is evenly split between funds that invest broadly across Asia and global funds that have established a local presence. But industry observers expect this number to grow. An immediate consequence of this process will mean increased competition for deals across the region– for PE houses and legal advisors. The conventional wisdom is that incumbent funds that have an established presence in the region’s unique markets have a distinct deal-sourcing advantage. It is these funds who are best placed to tap rich Asian Legal Business ISSUE 10.11
Feature | ALB Leading PE & VC firms >>
networks of industry relationships and advisers or are most likely to be the beneficiaries of direct approaches to targets (or from targets) themselves. However, this is likely to change with lawyers noting an increase in competitive bidding as well a rise in proprietary deals. Similarly, the frequency with which deals are sourced through brokers and other intermediaries is also expected to increase. On the legal services side, domestic law firms in certain jurisdictions are likely to be the beneficiaries of the greater involvement by domestic funds. In China, for instance, practitioners note a distinct upturn in the volumes of work they are handling, ostensibly because in local plays like RMB funds investors and target companies require local counsel. The increasing role that local law firms are being asked to play in PE & VC transactions is also a function of the cost pressures being felt by clients; even though the financial crisis has
abated, the need to drive down legal costs has not, especially when it comes to venture capital deals. But ALB’s research reveals that this does not necessarily apply across all sectors and locations of the PE & VC landscape in Asia. In general, while smaller funds as well as larger players making smaller investments are the most predisposed to doing away with dual international/local counsel setups, investors new to a particular sector or location or those who lack the requisite networks of professional contacts are more inclined to turn to international law firms for advice. But as PE players become more familiar with the region’s differing regulatory regimes, markets and sectors, the role for specialist and boutique PE & VC law firms becomes even more important. As clients deepen their geographic and industryspecific skills, so too will law firms and lawyers with a focus on PE & VC stand to benefit from the advisory windfall. ALB
►► ALB’s Leading PE & Vc Lawyers
Betty Yap Firm: Linklaters Location: Hong Kong • Recent transactions include acting for CIC on its minority investment into Apax Partners LLP and its commitment to Apax’ most recent buyout fund through an innovative sidecar structure and acting for Affinity Equity Partners on the US$1.8bn acquisition of Oriental Brewery by Affinity and KKR • Clients include Blackstone, TPG, Morgan Stanley and Carlyle
Jonathan Zhou Firm: Fangda Partners Location: China • Major transactions include acting for Goldman Sachs PIA in relation to its approximately US$30m investment in Henan Songhe Liquor Industry and on the US$100m investment in Lianyungang Zhongfu Lianzhong Composites Group, a leading wind turbine blade maker in China • Clients include Hony Capital, Goldman Sachs and Jiangsu High Tech Investment Group
Looking after clients’ interests in Malaysia since 1962. Corporate & Financial Services ● Litigation & Alternative Dispute Resolution ● Real Property Employment Law & Industrial Relations ● Family Law ● Criminal & Public Interest Litigation Ranked as a leading Malaysian firm: Chambers Global ● Chambers Asia ● Asia Law ● Asia Pacific Legal 500 Level 23, Menara Dion, 27, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia Tel : +603 2055 3888 Fax : +603 2055 3880/81 mail@chooi.com.my www.chooi.com.my
www.legalbusinessonline.com
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ALB special report | Vietnam 2010 >>
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Vietnam 2010
Asian Legal Business ISSUE 10.11
ALB special report | Vietnam 2010 >>
Changes in the wind Capital is flowing freely into and out of Vietnam in unprecedented quantities, providing the country’s nascent legal industry with a catalyst for strong growth
L
awyers in Vietnam have had a busy 12 months. Steady transactional levels in areas like projects, foreign investment, M&A and IP and an increase in the amount of FDI flowing into the country has left many lawyers asking the question ‘what financial crisis? ’ With a number of investor-friendly pieces of legislation meandering their way through the country’s National Assembly, the legal services market could become even busier in the year ahead.
Growth trajectory
Thierry Gougy, country managing director for DFDL Mekong Vietnam,
described working as a lawyer in Vietnam over the last 18 months as a “bizarre sensation”. While markets across the world, and for that matter, those Thierry Gougy elsewhere in Asia, were DFDL Mekong disastrously affected by the financial crisis, Vietnam remained largely insulated from the economic tumultuousness. Where other economy’s GDP was falling into the red, Vietnam’s was in the black to the tune of 4.62% – meaning that it was, behind China and India, one of the few economies to grow during the Great Recession. ►► Vietnam – largest firms Rank Firm 1 2 =3 =3 5 6 7 8 9 10
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Total partners and lawyers Vision Associates 51 YKVN 50 Bizlink 30 Indochine Counsel 30 Baker & McKenzie 28 Bizconsult 27 Mayer Brown JSM 26 Phuoc & Partners 25 Russin & Vecchi 24 Luat Viet Legal Consultants 21
►► Top five Investors in Vietnam – September 2010 Country Netherlands
No of projects 7
Registered capital (US$m) 2,220
Korea
201
1,840
USA
38
1,792
Japan
70
1,458
Taiwan
72
1,030
Managing partner multiple Trong Nhat Quang Do Trong Hai Dang The Duc David Fleming Tuen A Nguyen Elaine Lo Nguyen Gia Huy Chong Sesto Vecchi Tran Duy Canh
Lawyers Partners Change from 2009 37 14 NEW 1 42 8 1 24 6 6 25 5 2 24 4 20 7 NEW 5 20 6 2 20 5 2 20 4 2 14 7
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ALB special report | Vietnam 2010 >>
“The legal services market was not affected by the financial crisis at all ... most have managed the crisis quite well” Thierry Gougy
DFDL Mekong
►► The winds of Change: Laws and amendments to be adopted by National Assembly Name Amended Law on Intellectual Property Law on State’s Liability to Pay Compensation Law on Natural Resources Tax Amended Law on Education Law on Telecommunications Law on Commercial Arbitration Law on Food Safety Law on Credit Institutions Law on State Bank of Vietnam Law on Enforcement of Criminal Verdicts Law on Raising Adopted Children Law on Housing and Land Tax Amended Law on Securities Amended Law on Insurance Business Amended Law on Mining Law on Protection of Consumers’ Rights and Interests Law on Administrative Proceedings Law on Public Servants Amended Labour Law Law on Independent Accounting Amended Law on Civil Proceedings Law on Complaints Law on Denouncements Law on University Education
Adopted 2009 2009 2009 2009 2009 2010 2010 2010 2010 October/November 2010 October/November 2010 October/November 2010 October/November 2010 October/November 2010 October/November 2010 2011 2011 2011 2011 2011 2011
Effective 2010 2010 2010 2010 2010 2011 2011 2011 2011 -
This list does not purport to be exhaustive. ALB would like to acknowledge the assistance of Dang The Duc, Indochine Counsel, in compiling this table
“The legal services market was probably not affected by the financial crisis at all,” said Gougy. “We have seen strong and steady growth over this period and from what I see, so have a lot of other law firms… most have managed the crisis quite well.” This is not to say that law firms in Vietnam have avoided the need to scale down their operations or that the market has been immune from structural changes – a number of international law firms have laid off staff and the financial crisis and the exodus from Gide Loyrette and the subsequent creation of Audier & Partners in 2008 was also influenced the GFC – but firms, in general, have been able to battle through by riding the counter-cyclical nature of the legal industry. “We did see a decline in real estate deals during the crisis and even a slight dip in the number of transactions in the M&A and private equity spaces,” said Gougy. “However, these were more than replaced by the increase in new projects we saw in the retail sector – international brands, 54
products, franchises and services seeking to enter the Vietnam market to tap the fast-emerging middle class.” Dang The Duc, managing partner of The Duc Indochine Counsel, adds Dang Indochine Counsel IP and telecoms to the list of practices that have boomed during the GFC and notes that levels of dispute resolution work have predictably increased as well. Trin Hong Quang, managing partner of ATIM Consulting, said he has seen an increase in taxation-related instructions, especially in the area of transfer pricing (TP). “TP is not new in the world but it is relatively new in Vietnam. Most MNCs have sound structures in place regarding TP but some elements are different in Vietnam.” For instance, Quang notes that many are unaware that the royalties payable from Vietnam subsidiaries to their foreign parent company for materials may also be subject to import duties. Asian Legal Business ISSUE 10.11
ALB special report | Vietnam 2010 >>
New sectors, new players
Vietnamese lawyers were aided during this period by the fact that their economy is both still in the early phases of development and there is an increasingly long list of international suitors queuing up to pump capital in underdeveloped sectors. But whereas in the past inbound FDI was dominated by a handful of investors with long ties to the Vietnamese market, the number of unfamiliar faces sending their capital into the labour-rich Danang and Quang Nam provinces or into the industrial heartlands of Dong Nai and Binh Duong is increasing. Lawyers ALB spoke to were all somewhat surprised that in the nine months to October 2010, Holland was the largest investor in the country having undertaken seven projects with a total value of just over US$2.2bn. Similarly, investment from Malaysia, Slovakia and Great Britain was up, as was FDI from companies and funds domiciled in the British Virgin Islands and Cayman – the latter always a good indicator of the appeal of a market to international investors. Despite a strong showing by the Dutch, Korea and Japan continue to dominate the Vietnamese market by almost all metrics. Between them, the two invested in excess of US$3.3bn across almost 300 projects. According to a number of practitioners though, the types of Korean and Japanese are changing.
www.legalbusinessonline.com
Fred Burke, managing partner of Baker & McKenzie in Vietnam, says that it is not only zaibatsu and chaebol who are stepping up their investments in the country but a number of smaller companies as well. “Japanese M&A is certainly a hot item at the moment. Corporates and PE groups are looking to buy Vietnamese assets,” he said. “But it is not just foundation clients who are getting involved a Fred Burke & number of smaller players Baker McKenzie are entering and that is not something we have necessarily seen before.” Even though high levels of Chinese investment are not necessarily borne out in the empirical data (in the nine months to October 2010, China was only the 13th largest investor into the country, investing a total of US$139m across 67 projects), lawyers concur that the spectre of PRC investment looms large. “Chinese investment is here though it’s not quite as obvious as investment coming from the US, Korea and Japan,” asserts Gougy. “It usually takes the form of Chinese financing for local companies and loan guarantees.” Just as the nationality and profile of investors has changed, so too has the sectors they are targeting. In addition to the retail and logistics plays that are being made, more and more money
“Japanese M&A is certainly a hot item at the moment. Corporates and PE groups are looking to buy Vietnamese assets” Fred Burke
Baker & McKenzie
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“Vietnamese companies are looking at real estate assets, mining, oil & gas as well as hydro and projects and there is a real knowledge transfer taking place too” Thierry Gougy
DFDL Mekong
is pouring into the infrastructure development and project financing. Both are areas where practitioners expect to see further growth in the medium-term. “The Government of Vietnam wants to draw more funds from the private sector for infrastructure development,” said Indochine’s Duc. “For this effort, the Ministry of Planning and Investment is drafting the Regulations on PPPs which are to be issued by the Prime Minister, as a legal framework for selected projects to be conducted in the form of PPP on the pilot basis before a separate Government decree is issued.” The mandates that emanate from inbound investment are not the only instructions that law firms in country will receive nor are they necessarily the most lucrative and complex. For as much as inward investment has increased so too has the frequency with which Vietnamese corporates are prepared to look beyond their own borders for growth. “Another trend is that Vietnamese companies tend to invest more abroad, especially in Cambodia, Laos, Myanmar, the US and Singapore,” said Dang The Duc. Thierry Gougy believes that although the numbers are still comparatively small, this process is evidence of both the local economy planning for long term growth and the important role that Vietnam can play in the ASEAN region. “Vietnamese companies are choosing their targets wisely,” he said. “They are looking at real estate assets, mining, oil & gas as well as hydro and projects and there is a real knowledge transfer taking place too. Vietnamese companies are passing on the skills and know-how they have been given by the US, Japan and Korea over the years.”
Changes in the wind
Legislative changes, just like FDI flows into and out of Vietnam, are cascading abundantly at the moment. According to lawyers ALB interviewed for this report, the country’s National Assembly will have either considered or adopted no less than 32 new laws or amendments to existing ones by the end of 2011. It should come as no surprise that in a country which has come to depend heavily on foreign 56
capital, a great number of these pertain to regulating the flow of FDI. Thierry Gougy of DFDL Mekong singles out amendments to the country’s Enterprise Law as perhaps the most important. Contained within Decree 102, the law’s effect now means that local enterprises, which are held at 49% or below by a foreign investor, will be treated as a local company. Gougy, and others ALB consulted, agree that this change will make closing M&A deals in the country a little easier. “Before [the change] when a foreign investor purchased a stake in a local company the question we all needed to ask was how that investment would be treated,” said Gougy. “The right advice from the government was extremely hard to get and clients would think twice about their deals.” Lawyers note that it was not uncommon for clients to shelve projects altogether for want of legal clarity or use local nominee companies, the latter of which was described as “risky and overly complicated.” The changes all assert will play a major role in boosting investment into the country. “The changes have clarified a lot of issues,” assert Gougy. “It will attract new investors, not necessarily Greenfield investors but certainly financial and strategic bidders will enter the market.” While the majority of the changes will have a positive impact on levels of foreign investment into the country, some will have the opposite effect. In July next year the National Assembly is expected to ratify an amendment to the country’s Law on Minerals. The amendment will, among other things, introduce a more dedicated mining license system to stop Vietnam “bleeding minerals”. The mining industry is understandably worried about the changes. After all, many have been operating in the country without tight licensing requirements for the better part of two decades. “If the goal is to develop the mining industry and discover new mines, the new law should encourage this,” Steven Dudka, a chief representative of Archipelago Company told ALB. “Investors expect to receive incentives, not punishment Asian Legal Business ISSUE 10.11
ALB special report | Vietnam 2010 >>
for their investment. High taxes and insecure tenure are not incentives but restrictions to investors.” The mining companies have a point. The last time the tax rate on mining projects was increased, FDI into the metal mining sector dropped by almost 25% from US$98m in 2008 to US$29m in 2009. Lawyers, as is almost always the case, are the most sanguine regarding the changes. They believe that not only will it go some way to improving inherent inconsistencies in the legal framework and help decrease the opaque nature of government policies in the area, but also that once the implementation legislation for enforcement is passed the industry will be better placed to serve the Vietnamese economy. “There may be a drop in foreign investment,” said one lawyer, “but if that investment isn’t willing to comply with environmental safety and regulation rules, it probably isn’t the kind of investment Vietnam wants or needs.” ALB
Profile
The Celestine Hotel
The Celestine Hotel
I
n a city as bustling and busy and Tokyo, the need for a quiet relaxed escape couldn’t be more important. The Celestine Hotel offers this and much more. And while the Celestine may be considered a ‘boutique’ hotel, everything about it, from its rooms and dining to its customer service and convenience, is five-star.
Sensory delight The Celestine Hotel is a sophisticated retreat in the heart of Tokyo which offers business and leisure travellers alike the opportunity to spend some ‘quality time’ with themselves. To recharge their batteries, relax their bodies and souls all while taking in the sights of one of the most beautiful cities on earth. The Celestine Hotel many guest rooms ooze relaxation. From the luxurious Simmons pocketed coil mattresses, to high ceiling, sound-proofed rooms each room at the Celestine Hotel is an oasis from the outside world. In true Japanese style, not one comfort www.legalbusinessonline.com www.legalbusinessonline.com
is omitted. Restaurant “Grand Cross” offers Japanese and Western Cuisines, it welcomes guests from around the world. And the Bar “Suazku” serves the world’s best alcoholic beverages including more than a hundred types of single malt whiskey. The Celestine is built on the site where the Satsuma Palace once stood (The palace where the princess “Atsuhime” related to the ruling Shogun lived). Although the Celestine may not have been around during this period, it stands on hallowed ground and can trace its roots back to the Tokugawa Shogun.
A Celestial experience State-of-the art business, conference, entertainment and IT facilities are of course standard as are truly world-class customer service standards. The friendly, excellently trained, multi-lingual staff at the hotel guarantee that guests will spend each and every second of their stay at the Celestine Hotel in utter comfort.
As always, it’s the little things that the Celestine does so well that set it apart from the rest. Travellers to the hotel are guaranteed a stay that will recharge the batteries while delighting the senses. In essence a stay at the Celestine Hotel in Tokyo is a truly memorable experience. The Celestine Hotel Special Offer & Book Now at www.celestinehotel.com/en 3-23-1, Shiba Minato-ku, Tokyo 105-0014 Reservation : +81-3-5441-4111 | Fax : +81-3-5441-4114
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In-house perspective
Eric Pesik:
Seagate Technology International
T
hree years ago, Erik Pesik couldn’t swim. “I learned how to swim after I relocated to Singapore because we had a pool in our condo,” said Pesik, a one-time divorce lawyer who is now associate general counsel of Seagate Technology International – the world’s largest producer of hard disk drives and storage solutions. Since then he has completed a dozen multisport races in Singapore that involve swimming, including an Olympicdistance triathlon and the Singapore Ironman. Pesik’s approach to swimming is analogous to his professional life: he takes it upon himself to learn it all. “I have responsibility for all of AsiaPacific. The way I see it, we’ve been relying on outside counsel quite a bit here in Asia. Part of my personal goal, my reason for being out here, is to reduce our reliance on outside counsel. When the need is there for me to contract an external law firm for advice, I do. But my first choice is to learn it and do it myself. I can’t do it myself and there isn’t someone in our US headquarters that I can rely on to back me up… and when I contract an outside counsel, I need somebody who can understand that while I’m relying on them to advise me today, I’m also using them and their advice to educate me so I can use them less tomorrow.” As a fresh law school graduate,
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Pesik set up his own practice in downtown Santa Cruz, California more than a decade ago. After a short stint working referral cases from lawyers he met in his previous job as a court legal clerk, he was offered to practice as an associate at local fullservice firm Baskin & Grant, dealing primarily with general legal matters but most significantly with divorce law cases. A few years later a friend insisted he interviewed at Seagate, and at that point Pesik left private practice to work as an in-house lawyer. Pesik arrived in Singapore in July 2007 as legal director of the AsiaPacific operational arm of Seagate, but the 10-year path that led him there was somewhat unorthodox. He left the legal department for two years to work in the materials and operations team and went on to manage strategic commodities, such as precious metals, and glass and aluminium substrates and media (disk that store data), before returning to legal. “I learned quickly from working on the business side that the majority of our business operations are in Asia – our key customers, suppliers, and employees. So to come here with Seagate is one of the biggest opportunities that I’ve had. You see multinational companies growing in Asia where they might be flat or shrinking in the US. And a lot of these companies are like Seagate, with a legacy of having all their lawyers in the US and few lawyers in Asia. It has given me a lot of opportunities to work across a range of legal issues in Asia that likely would have been divided up among several lawyers in the US,” he said. Pesik works out of Seagate’s Ang Mo Kio office, single-handedly dealing with the broad general business legal matters of Seagate. He was recently joined by an intellectual property counsel in Singapore to handle the copyrights, patents and trademark issues. On a day-to-day basis, Pesik’s work encompasses a range of practice areas: from construction to employment, general purchase agreements to mergers & acquisitions. Generic www.legalbusinessonline.com
►►quick facts: Seagate Technology • First established as a disc drive manufacturer in 1979 • Went public in its initial public offering in 1981 • Taken private in 2000, the year that Pesik joined • Named the Forbes Magazine Company of the year in December 2006 • Grossed revenue of approximately US$11.4bn and netted an income of US$1.6bn in fiscal 2010
business contracts are also drawn by Pesik ranging from less than US$100,000 to more than US$100m in value. Singapore, Malaysia, Thailand and China are the four jurisdictions are where Seagate has its major operations,” Pesik said. “We take care of the whole of Asia,” Pesik said. “Because of the imbalance in lawyers versus transactions in Asia, if we were to grow our legal team anywhere, we would want to grow with local additions rather than with American secondments,” he said. A particular challenge for Pesik has been construction law. In Asia, Seagate is expanding its factories in China and Thailand, and in the face of the growing amount of construction, Pesik has opted to self-educate on construction law and general business law in China along with relying on expertise of colleagues. “Being a general commercial lawyer, I had little exposure to construction law before I came to Asia. The added complication of different jurisdictional issues meant I had a lot to learn and at first it was really daunting, but now I am confident working on construction contracts,” he said.
External advisors
The principal legal advisor Pesik seeks for help at Seagate is Baker & McKenzie and its affiliate firms across Asia. “As an outsider, what I look for when using a local law firm for advice is not just expertise in the law, but also a contextual understanding of how local business gets done, what the unique issues are, what happens in real life. “The biggest mistake that a firm made in one of my first engagements in Asia was to assign a low-level associate
who gave me a form contract and some generic law-book answer that wasn’t tailored to what I wanted. I took what they gave me and worked with it. I found other legal resources to help me, but I remember thinking to myself ‘boy, I really shouldn’t be paying for this!’”. What Pesik recommends is for external firms to ask more questions, pay more attention, and challenge their clients to clarify exactly what they are after. In addition, Pesik believes many law firms could up their offering a notch by becoming more business-friendly and refraining from the tendency of “overlawyering”. Pesik says he has had trouble finding the right Chinese external counsel to engage as the local lawyers he approaches don’t have their own teams in mainland China. Even with the ones that have offices in Hong Kong, lawyers were not automatically able to practice mainland Chinese law. “It’s actually quite difficult for me in Singapore to find a Chinese law firm to help. I even have some books and articles to help me understand how to engage good lawyers in mainland China,” he says. ALB ►► Erik Pesik’s advice to aspiring GCs “It takes really broad experience. It’s like training for an Ironman – you can’t be a specialist in only one area. I left legal to work on the business side for a couple of years and that gave me a real understanding of what the business people want. A great legal resume will get you in the door, but when it comes to pleasing your clients, you really must demonstrate solid business credentials in general commercial matters. And you have to be willing to do something new. Like learning to swim; you have to be able to say “okay, I don’t know anything about construction law, but I will go and learn it for you because that’s what we need to do.”
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Feature | energy & resources >>
Big big Energy & resources:
government, deals
The insatiable appetite of Asia’s growing economies for raw materials, often via robust state-owned enterprise involvement, kept the energy & resources sector moving strongly through the GFC years. Post-crisis, the feeding frenzy continues but on a new playing field. Pamela Hamer-Koh investigates the trends underpinning E&R practice in the region
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Two key trends • Shift in long-term pattern of partnerships in both public and private sectors • Change in global flow of capital funding, post-GFC
L
ong-term relationships have evolved and taken new forms between state-owned entities and mid-cap companies in the postGFC arena. Burgeoning GDPs and populations have driven governments and state-owned enterprises along an aggressive trail of resource acquisition with little reliance on capital markets funding, against a background of reduced liquidity and availability of funding. “Historically, lots of projects were financed largely by western financial institutions, with some local financial institution involvement in Asia and multilateral involvement such as the Asia Development Bank (ADD) and others. But the flow of capital has
changed. I wouldn’t say it’s dried up from the historic entities but it’s certainly less liquid than it was before,” Clifford Chance head of energy and infrastructure, Geraint Hughes, says. Indeed, most would agree banks are now more risk-averse and have higher thresholds to meet in terms of the nature of each project. “If you think again about Asia and the type of companies that are doing the deals here, the state-owned companies were never dependent on the financial market – it hasn’t impacted them at all. But the bigger international oil & gas companies were hit because the cost of borrowing went up,” says Herbert Smith head of energy Asia, Anna Howell. “We are still seeing a lot of M&A activity, fundamentally because state-owned companies have got the money to spend on resources. And they are going to get resources.” Howell points out that state-owned companies are increasingly going into
►► Energy & resources work: Future trends to watch
Mega-projects
1 2 3
“State-owned companies don’t necessarily rely on the financial markets, so were suddenly able to accelerate on some of these acquisitions” Anna Howell
Herbert Smith head of energy Asia
Interest in Asian mega-projects is much greater than 10 years ago. “The main change to the models is that we’re seeing more and more macro projects being done – big-ticket projects. More and more of these projects have Chinese capital which is really driving their development and growth,” says Geraint Hughes of Clifford Chance”
Demographics
Population growth continues to act as a potent driver for demand in this region, and countries like the Philippines and Indonesia, as well as the economically expanding giants of India and China, are consequently driving both the demand for and supply of coal, gas and oil
Dispute resolution
With the growing level of cross-border partnership and international activity, an increase in disputes and arbitration work is inevitable, and experienced arbitrators with specific and regional expertise in energy & resources are likely to be in high demand
www.legalbusinessonline.com
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Energy & Resources Q&A Loo Choon Chiaw discusses the promise of Asian
Loo Choon Chiaw
Loo & Partners LLP 16 Gemmill Lane Singapore 069254 Tel : (65) 6322-2288 Fax : (65) 6534-0833 Email : ccloo@loopartners.com.sg Website: www.loopartners.com.sg Loo & Partners LLP (Registration No. LL0800566K), registered with liability in Singapore under the Limited Liability Partnerships Act (Chapter 163A), was converted from the firm “Loo & Partners” to a limited liability partnership with effect from 28 May 2008.
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Asian Legal Business: With the improvement of market sentiments, has there been an increase in M&A activities? Loo Choon Chiaw: Global M&A activity has been at its peak since late 2009. According to Bloomberg news, global takeovers announced to date have totalled USD 1.29 trillion, approximately an increase of approximately 23% from last year.
largest base metals company in Canada, by CIC in 2009 are good illustrations. Just this week, Sinochem Group, a Chinese chemical conglomerate, has formally asked the Chinese government to back its hostile bid, estimated to be in the region of USD 40 billion to USD 60 billion, for Canada’s Potash Corporation, the world largest fertilizer company, against the USD 39 billion offer made by BHP Billiton.
ALB: How about the M&A activities in the E&R sector? LCC: It has been reported that natural resources companies, including miners, oil and natural gas producers and fertilizer manufacturers, have launched a total of USD 316 billion in M&A deals in the first eight months of this year.
ALB: Why are the Chinese enterprises so aggressive in their pursuit of overseas M&A of E&R? LCC: The M&As for E&R are carried out by the Chinese as a national effort. I have already touched on the strong financing support which the CDB has been providing to the Chinese enterprises for such acquisitions. A deep pocket makes such acquisitions easier. It is noteworthy that the Chinese government has also issued express policy directives in encouraging the Chinese enterprises to acquire overseas resources, mining and energy interests. With easy funding and official encouragement, the Chinese enterprises have been effecting acquisitions not just for short-term economic benefits, but, very often for indirect longtermed strategic benefits, for which enterprises from other jurisdictions would not be in a position to undertake. For instance, the 20% acquisition by the state-owned Industrial and Commercial Bank of China (ICBC) in South Africa’s Standard Bank for USD 5 billion was carried out to provide ICBC with an indirect and long-term strategic access to the mining, energy and other natural resources in Africa.
ALB: China has been conspicuous for its activities in the E&R space. Do you expect China’s interest in E&R to continue will change in the months ahead? LCC: With a population of 1.3 billion and a real GDP growth rate in the region of 10% per year, China, one of the fastest growing economies in the world, has an insatiable demand for E&R. China’s need for energy is projected to increase by 150% by 2020. Take oil for example, China’s oil consumption grows by 7.5% per year, seven times faster than the United States. China’s rich E&R base has been depleting speedily in tandem with its phenomenal economic growth and rapid urbanisation. For strategic reasons, China has to rely on imports for critical supplies of fuel and minerals. China’s pursuit of E&R shall continue. She really has no choice. ALB: What distinguishes China’s overseas M&A activities for E&R from the others? LCC: Unlike the M&As from other jurisdictions, China’s strategic acquisitions of E&R are usually publicly funded. For instance, the China Development Bank (CDB) has recently loaned the state-owned China National Petroleum Corporation USD 30 billion to build up the latter’s war chest for its overseas acquisition spree. China Investment Corporation (CIC), China’s sovereign wealth fund, has also been busy undertaking strategic acquisitions. The USD 3 billion acquisition of the equity stake in Blackstone, the largest United States private equity firm, by CIC in 2007 and the USD 1.5 billion purchase of a 17.2% equity stake in Teck Resources, the
ALB: What are the general methods used in acquiring E&R? LCC: Theodore Moran has identified four basic patterns of E&R acquisitions: (1) the predator/buyer takes an equity stake in a major producer/target to procure a share of production; (2) the predator/buyer takes an equity stake in an independent producer/target to procure an equity-share of production; (3) the predator/buyer makes a loan to a price-making producer/target (one of a handful of firms with market shares large enough to affect industry prices, i.e. the larger government producers among the Organisation of Petroleum Exporting Countries (OPEC) in return for a purchase agreement to service the loan; and (4) the predator/buyer makes a loan to a price-taking producer/target (part of Asian Legal Business ISSUE 10.11
Feature | energy & resources >>
Energy and Resources in 2010 with ALB the competitive fringe of firms with market shares too small to affect industry prices) in return for a purchase agreement to service the loan. Each of the four approaches will allow the target to have preferential access to a long-term supply of E&R. ALB: Oil and Gas will continue to cast the largest shadow over the E&R industry in Asia Pacific but what other sectors would you identify as bright spots in the region? LCC: As highlighted in the Pew Report, the ‘clean energy’ space has experienced investment growth of 230% since 2005. Even during the Global Financial Crisis, the investment growth declined by a mere 6.6% in 2009. Clean energy investments in the G-20 reached an average of USD 32 billion in each of the last three quarters of 2009. Industry experts have estimated that clean energy investments would reach a staggering USD 200 billion in 2010. The numbers are clear. The trend seems obvious. The tone has been set. The ‘clean energy’ space shall be the blue-eyed boy of the investment community in the next decade and beyond. ALB: What are the motivations behind the investments in the clean energy space? LCC: I certainly do not believe that the reduction of global warming and the promotion of renewable energy were the investors’ preoccupation. One must not expect the investors to be so altruistic. They basically behave as rational economic men. They have to account to their shareholders or funders on the returns and yields from the investments. The investors are motivated by pure economic reasons. There has been a concensus among the more astute investment and business specialists that clean energy economy will emerge as one of the most exciting investment opportunities of the 21st century. There has also been an increasing recognition by governments around the world that safe, reliable, clean energy, for instance, solar, wind, biofuels and the likes can create more jobs, offer business opportunities, reduce independence on foreign energy sources, enhance national security and reduce global warming pollution. The more enlightened governments have also introduced policies to stimulate investments in clean energy space, which attained some success in attracting those investments. www.legalbusinessonline.com
ALB: At the height of the Global financial crisis, industry practitioners cited severe difficulties in obtaining financing for E&R deals. Has the situation improved, and given the improvement in general financing conditions, have you seen the entry of new types of finance in the clean energy sector? LCC: Financing generally takes one or a combination of three basic forms: (1) asset financing, which is used in connection with the installation of physical assets, namely clean energy equipment, such as wind turbines, solar PVs, solar and energy efficient smart grid, hydro capacity, that generate energy in the form of power and heat. (2) public offerings, which allows the company to raise the much needed capital for expansion and growth, and (3) venture capital or private equity financing, which is usually associated with technology innovation and development. These methods of financing remain basically the same, although the detailed terms and conditions have changed from time to time in the light of the prevailing economic and financial circumstances. ALB: As one of the leading boutique corporate practices in the region undertaking E&R deals, has your firm been kept busy with E&R and clean energy deals? LCC: We are most fortunate to have been blessed with a quality and loyal clientele. Our Natural Resources and Energy Practice (NREP) colleagues have been kept very busy, especially so since late 2009, in undertaking various E&R deals, including, the acquisitions of strategic interests in coal mines in Indonesia, Inner Mongolia and Russia and the acquisition of a shipyard with port facilities in the Sovgavan special economic zones in Russia. The firm has also been mandated by a leading Russian energy conglomerate for the acquisition of listed platforms in the region to spearhead its proposed business operations in the Asia Pacific region. Our NREP colleagues are also in the process of setting up a Russia-linked energy and natural resources fund. On the clean energy front, we have just completed the IPO of Leader Environment Technologies Limited, a leading PRC based environmental protection solutions provider specialising in the treatment of industrial waste-gas and waste water emission, in July this year.
ALB: As a specialist practitioner, can you share your general thoughts on E&R which we have discussed? LCC: Thanks to the internet, ‘space’ has vanished, time has ‘ceased’. The whole world is now truly a global village connected by electronic communication systems. What we do will affect our neighbours in the global village. Indeed, to use John Donne’s phrase, ‘no man is an island, entire of itself.’ We are still grappling with the basic economic issue of allocation of resources, namely, the way in which the limited, exhaustible and fast depleting E&R should be distributed among the competing needs of the inhabitants in this global village. Unless the unlimited desire and demand for E&R is checked, the future of this global village certainly looks bleak. There is already a reference to the Arctic War, the Last Energy War, or the Third (and last) World War. Another heresy? Perhaps not. If you key in the phases ‘the Arctic Oil’, ‘the Peak Oil’, ‘the last World War’ or ‘the energy war’, numerous articles alerting the readers of the potential arm conflicts among the members of NATO and the Russia, and their respective postures concerning Peak Oil will appear on the LCD of your Blackberry, iPad or notebook. ALB: How about clean energy? LCC: The switch to alternative energy and the adoption of ‘clean energy’ seems an inevitable conclusion. It must be the collective responsibility of all inhabitants, namely the governments, the industries and the individuals, of this global village to embrace the switch. Each shall have to play its/his/her part before it is too late. There is certainly no place for the likes of RDA Corporation in search of their ‘unobtanium’ in this global village. As a born optimist, I have every confidence that the inhabitants of our global village will do the right thing. Perhaps, all of us should heed the impassioned plea by Jeremy Rifkin to be involved in the Third Industrial Resolution or the Distributed Energy Revolution, which may open doors to a new post-fossil fuel era, where the inhabitants in the global village shall be able to create its/his/her own energy, store it and then distribute it to each other. Individuals will load solar power from sun, wind from turbines and even ocean waves on each coast. Buildings will become power plants that will loan renewable energy. Smart power grids or inter-grids, for lack of a better term, will facilitate easy distribution of energy among the inhabitants.
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“Thailand, Malaysia and Indonesia – with their government agencies – are dedicated to looking at ways to procuring infrastructure through similar models; Indonesia for example, is ramping up on the PPP front” Nicola Davies
of counsel Norton Rose
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partnerships with companies where perhaps there previously would not have been such an opportunity. So while the mood of the capital markets may have been somewhat sullen, the region’s need for resources has continued largely unabated, and the public sector has moved to fill the gap. A case in point comes from one of the more remote corners of the region – Mongolia. On 15 September, Hogan Lovells announced its appointment as advisor to state-owned mining company Erdenes MGL – the sole owner of the mining operations for the Tavan Tolgoi project in the west of the country. Often called the world’s biggest untapped coking coal deposit, Tavan Tolgoi holds a coal reserve of 6.5bn tonnes. The multi-billion-dollar public-private partnership (PPP) project is indicative of a growing trend within the region – as project models shift with the change in funding patterns sparked by a liquidity crisis. Partner Batbayar Byambaa of Mongolian firm GTS Advocates notes a dramatic increase in mining investment in Mongolia and attributes the upswing in mining transactions significantly to the signing of a number of mega-deals by the Mongolian government at the tail-end of the financial crisis. “Last year, the government signed an investment deal with Rio Tinto and Ivanhoe – that was the starting point of the flood of investment into the mining sector in Mongolia,” he says. While it is perhaps accentuated in Mongolia’s tiny economy, the trend is manifest right around the region. According to Hogan Lovells’ head of infrastructure and project finance Asia, James Harris, the firm has had a substantial amount of work from many areas. “We’ve been doing stuff with three types of clients: privatesector developers, investors, buyers or sellers; lenders to these people; and governments or governments assisted by a multilateral such as the World Bank, IFC or ADB,” he says. “The strongest countries would be – working from south to north – Indonesia, Vietnam, Philippines,
China, Mongolia, and India to the east.” And the experience has been similar at other firms active in the sector. “PPPs have been very successful in Singapore and a number of Asian countries are trying to replicate its success. It is certainly an up-andcoming trend in the region,” Norton Rose of counsel Nicola Davies tells ALB. “Thailand, Malaysia and Indonesia – with their government agencies – are dedicated to looking at ways to procuring infrastructure through similar models; Indonesia for example, is ramping up on the PPP front.”
The Chinese factor • Where there is commodities, there are Chinese bidders, financiers • Public-backed projects on the rise • Financial and technical expertise of China/ Asia growing
China has more than doubled its energy consumption in the last decade and has just surpassed the US as the world’s largest energy consumer, according to a Thomson Reuters report of 31 August 2010. But despite power projects in China largely being in the domestic domain, a number of international firms are receiving more instructions from Chinese clients looking to make overseas acquisitions. “In the last 18 months to two years we’ve seen China make massive strides to acquire commodities globally. We’ve been doing deals with Chinese state enterprises in Brazil, Russia, Turkmenistan, Uzbekistan, Botswana and Australia – literally, where there are commodities in which China can take an interest, we’ve been working with them on those deals,” Hughes says. “A huge amount of Chinese capital has come into the market. So whether you’re looking to develop an LNG facility in China, or if you’re looking to develop a coal mine in sub-Saharan Africa, you expect two aspects: first, for Chinese parties to be interested in bidding to be involved in those projects; and second, for Chinese capital to underpin the financing of the projects. The common factor in those Asian Legal Business ISSUE 10.11
Feature | energy & resources >>
trends is China being the engine of growth in this sector.” The dominance of China when it comes to bidding for E&R assets around the world has been observed by many, but the country’s involvement does not stop there. “What we’re seeing is quite an interesting trend developing with the Chinese – they can act as either developers, suppliers of equipment, or funders. Their activity levels are on the increase in the market,” Harris says. Indeed, China’s rising financial and technical expertise is boosting its position in the E&R arena, not just in the region but globally. “Oil & gas is one key sector. Within the last 12-18 months, not only [the Chinese] are looking to acquire gas in a transAsia pipeline deal which stretches across Turkmenistan, Uzbekistan, Kazakhstan and China, but also put the pipeline in place over some fairly
www.legalbusinessonline.com
difficult terrain across three countries to bring it into China,” Hughes says. “So that shows the commitment and technical expertise that exist within China – in addition to financing expertise.”
Present trends in E&R legal work • Oil & gas shows significant growth • LNG/ coal bed methane/ coking gas on the rise • Clean technologies come to the fore
Oil & gas
For the past six years, the oil & gas sector has seen a flurry of M&A activity as Chinese, Thai and Indian companies – traditional net importers of oil and gas – have taken stakes in projects around the world. In Indonesia, deep-sea assets are currently being auctioned off. “Historically, Indonesia, Malaysia and other countries in South-East Asia
►► Andrew Arnold, general counsel, Lynas Corp
“Three years ago, an emerging resources company with strong assets could put together a project finance loan with a syndicate of international banks. The market for patient debt capital remains patchy, and such companies are more likely to issue convertible bonds or to raise equity in the current market”
65
Feature | energy & resources >>
“Whether you’re looking to develop an LNG facility in China, or a coal mine in sub-Saharan Africa, you expect two aspects: first, for Chinese parties to be interested in bidding to be involved in those projects; and second, for Chinese capital to underpin the financing of the projects” Geraint Hughes
Clifford Chance
have been countries rich in resources and countries in North Asia had less so that always spurred an interest in securing their supplies. The Japanese were the first to enter into long-term agreements and would take smaller equity stakes. But when the Chinese hit the market in a big way six years ago, they started taking much bigger stakes in these oil and gas projects, so the whole complexion of the market changed. Then the Indians followed, in oil & gas auctions where you used to only see international companies,” Howell says. Today’s oil & gas lawyers, therefore, operate against a background of heightened competition for assets, smaller numbers of bilateral deals on offer, and more deals being in the form of auctions.
LNG/coal bed methane (CBM)/coking gas
“In terms of sectors, LNG and gas have been very, very active,” Howell says. “Those projects are on a different scale to the other projects. In China and India, there are CBM projects and there has been legislation for some time but those projects are quite small mainly because there is no infrastructure in those countries to carry the gas very far. Australia has
taken CBM to a whole new level – there are projects that are actually building infrastructure to take the gas to the coast, liquefy it, and then ship it off as LNG, which is a hugely capitalintensive exercise. There is a huge change in the value of the projects and therefore you need a lot of complicated legal structuring and LNG off-take agreements which we don’t have in these smaller projects,” she says. Constraints in this burgeoning sector do, however, exist. “The key issue is, is there necessarily the demand in the mid-term for all that gas and is there sufficient capital in the market for the short term to fund the development of those projects,” says Hughes.
Clean technology
The role of technical expertise is rising in importance as a determining factor in which types of projects win funding in today’s E&R market, and this is nowhere more the case than in the clean technology sector. According to Hughes at Clifford Chance, sustainable resources and clean energy are the fastest growing areas within his firm’s business. “We’ve been working on huge solar and wind developments in Thailand. We’ve also been doing a lot of work in terms of
Energy & resources deals – pick of the bunch The following deals were all finalists in the various ALB Law Awards 2010 events around the region
Nippon Mining - Nippon Oil Business Integration Davis Polk & Wardwell Mori Hamada & Matsumoto Nishimura & Asahi Ropes & Gray Shearman & Sterling Simpson Thacher & Bartlett Sullivan & Cromwell
US$11.7bn 66
China Petroleum & Chemical Corporation Acquisition of Oil Industry Assets Guantao Herbert Smith
US$742m
CIC-Teck Resources Stake Acquisition Paul, Weiss Stikeman Elliott Torys
US$1.5bn
CNNC Sanmen Nuclear Power Project Phase I Sunshine
US$3bn
Datang Wind Farm Financing Atsumi & Partners Milbank Tweed Momo-o, Matsuo & Namba Norton Rose Run Ming Simmons & Simmons
US$49m Asian Legal Business ISSUE 10.11
Feature | energy & resources >>
putting wind farms into Taiwan and these wind farms are getting bigger and bigger. The third element is really around the capital raising work that we are doing for these companies,” Hughes says. In July 2010, Clifford Chance announced its role acting for the lenders of the landmark 74MW solar plant located in the Lopburi province of Thailand. Upon completion, the project will be the largest photovoltaic power project to date. Construction of the plant started in July, with a power purchase agreement already in place with the Electricity Generating Authority of Thailand. The lenders to Natural Energy Development include the Asia Development Bank, Kasikornbank, Siam Commercial Bank and Bangkok Bank. In a move that makes the shift in corporate and public attitudes around the region towards clean energy projects clear, Thailand has pledged to meet 20% of its domestic energy needs using renewable sources by 2020.
Focus on risk
One consequence of the changed risk appetites of banks is an emerging trend of caution that is extending many project timelines beyond their
Shangdong Nuclear Power Project Financing AllBright Shandong Shunda
US$267m www.legalbusinessonline.com
anticipated completion dates. Financiers freshly aware of their risk exposure are looking into the operational side of projects – down to health & safety conditions, subcontracting details and insurance amongst other things – more than ever before, creating higher volumes of risk management work for their legal advisers. “Since the Macondor incident, risk exposure has become a whole new area of focus for companies –which wouldn’t have been the case before. So we’re seeing the analysis of operational risks coming to the fore which we didn’t have in Asia or with Asian companies in the past, as a general rule,” Howell says. The E&R sector is evolving towards a cleaner, greener and more technologically-driven marketplace with inter-regional deal activity and PPPs the name of the game – now and in the coming years. Most undeniably, populous Asian countries such as China and India are driving resource acquisitions globally to secure supplies for their booming populations. An active deal market coupled with a new sense of thoroughness in deal selection and due diligence spell sturdy growth for the E&R practises of wellpositioned firms. ALB
Sinopec - Addax Petroleum Acquisition Fasken Martineau DuMoulin Osler, Hoskin & Harcourt Stikeman Elliot Vinson & Elkins
US$8bn
Sinopec SABIC Tianjin JV Financing Global Jun He King & Wood
US$2.7bn
“We’re seeing the analysis of operational risks coming to the fore which we didn’t have in Asia or with Asian companies in the past, as a general rule”
Posco Power Corporation Multi-currency Project Finance Kim & Chang
US$589m
Anna Howell
Herbert Smith head of energy Asia
KS Energy - Aqua-Terra - SSH privatisation Allen & Gledhill Clifford Chance Drew & Napier Stamford Law Corporation WongPartnership
US$246m 67
MARKET DATA| |M&A M&A>> >> market data In association with
M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (September 18, 2010 - October 15, 2010) Announcement Date
Target Company
Target/Seller Legal Advisor
Bidder Company
Bidder Legal Advisor
Seller Company
01-Oct-10
Repsol Brazil (40% Stake)
Advising seller: Latham & Watkins
China Petroleum & Chemical Corporation
Vinson & Elkins
Repsol YPF SA
15-Oct-10
PLUS Expressways Berhad (35.34% Stake)
30-Sept-10
AIG Star Life Insurance Company Limited; and AIG Edison Life Insurance Company
Deal Value (USDm) 7,109
UEM Group Berhad; and Employees Provident Fund Board
5,035
Advising seller: Prudential Financial Inc Nagashima Ohno & Tsunematsu; Simpson Thacher & Bartlett
Nishimura & Asahi
American International Group Inc
4,200
Sumitomo Corporation
Morrison & Foerster
Usinas Siderurgicas de Minas Gerais
1,350
Advising seller's financial advisors (Goldman Sachs; JPMorgan): Gibson Dunn & Crutcher
28-Sept-10
Mineracao Usiminas SA (30% Stake)
10-Oct-10
Chesapeake Energy Corporation (Eagle Ford Shale project) (33.3% Stake)
Advising seller: Commercial Law Group; Wachtell, Lipton, Rosen & Katz; WilmerHale
CNOOC Limited
Vinson & Elkins
Chesapeake Energy Corporation
1,080
11-Oct-10
Colonial Pipeline Company (23.44% Stake)
Advising seller: Jones Day
Kohlberg Kravis Roberts & Co; and National Pension Service of Korea
Simpson Thacher & Bartlett
Chevron Pipe Line Company
1,000
27-Sept-10
PT Chandra Asri
Assegaf Hamzah & Partners
PT Tri Polyta Indonesia Tbk
Adnan Kelana Haryanto & Hermanto
920
30-Sept-10
MMX Mineracao e Metalicos SA (15.3% Stake)
SK Networks Company Limited
Cleary Gottlieb Steen & Hamilton; Pinheiro Neto Advogados
699
15-Oct-10
The MAC Services Group Limited
Freehills
Oil States International Inc
Mallesons Stephen Jaques; Vinson & Elkins
679
20-Sept-10
Sempra Energy Solutions LLC
Advising seller: Simpson Thacher & Bartlett; Sullivan & Cromwell
Noble Group Limited
Allen & Gledhill; Davis Polk & Wardwell; Sutherland Asbill & Brennan
Notes:
Royal Bank of Scotland Group Plc; and Sempra Energy
582
Top deals table includes lapsed and withdrawn bids, and is based on geography of either target, bidder or seller company being Asia-Pacific•Quarterly trend graph excludes lapsed and withdrawn bids, and is based on dominant geography of target only being Asia-Pacific•League tables are based on geography of either target, bidder or seller company being Asia-Pacific. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value • Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.
League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010) Rank
House
League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
1
Herbert Smith/Gleiss Lutz/Stibbe
60,932
13
1
Morgan Stanley
48,510
33
2
Debevoise & Plimpton
54,279
5
2
Credit Suisse
39,952
32
3
Norton Rose
45,777
33
3
UBS Investment Bank
39,850
37
4
Slaughter and May
43,754
13
4
Goldman Sachs
38,933
43
5
Simpson Thacher & Bartlett
39,611
13
5
Bank of America Merrill Lynch
34,416
23
6
Sullivan & Cromwell
39,212
10
6
Rothschild
33,390
35
7
Davis Polk & Wardwell
37,727
13
7
HSBC
33,390
17
8
Cleary Gottlieb Steen & Hamilton
37,549
6
8
Deutsche Bank
32,089
32
9
Mallesons Stephen Jaques
37,260
44
9
Barclays Capital
29,954
14
10
Cravath Swaine & Moore
36,988
2
10
Standard Chartered
26,632
13
Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010
House
Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010
Asia-Pacific M&A Activity - Quarterly Trends 900
160,000
800
140,000
Value (USDm) Volume
600
100,000
500
80,000
400
60,000
300
40,000
200
20,000
100
0
68
700
Q1 03
Q2 03
Q3 03
Q4 03
Q1 04
Q2 04
Q3 04
Q4 04
Q1 05
Q2 05
Q3 05
Q4 05
Q1 06
Q2 06
Q3 06
Q4 06
Q1 07
Q2 07
Q3 07
Q4 07
Q1 08
Q2 08
Q3 08
Q4 08
Q1 09
Q2 09
Q3 09
Q4 09
Q1 10
Q2 10
Q3 10
Q4 10*
Number of deals
Value (USDm)
120,000
0
Asian Legal Business ISSUE 10.11 Asian Legal Business ISSUE 10.11
MARKETdata DATA| M&A | M&A>>>> market In association with
Notes:
League tables are based on geography of either target, bidder or seller company. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value•Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.•Q4 10* = 1 October 2010 to 15 October 2010
League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - October 15 , 2010) Rank
House
League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - October 15 , 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
1
Herbert Smith/Gleiss Lutz/Stibbe
48,996
9
1
China International Capital
House
20,163
13
2
Slaughter and May
40,339
9
2
Deutsche Bank
17,252
15
3
Simpson Thacher & Bartlett
39,300
10
3
BNP Paribas SA
13,193
6
4
Norton Rose
37,758
4
4
Credit Suisse
10,884
13
5
Cravath Swaine & Moore
36,988
2
5
JPMorgan
10,355
9
6
Cleary Gottlieb Steen & Hamilton
36,850
5
6
Barclays Capital
9,050
2
7
Sullivan & Cromwell
36,128
4
7
Royal Bank of Scotland Group
8,870
1
8
Weil Gotshal & Manges
35,774
3
8
Morgan Stanley
7,847
12
9
Debevoise & Plimpton
35,500
1
9
CITIC Securities
7,135
5
10
Davis Polk & Wardwell
30,946
8
10
Scotia Capital
7,109
1
Based on geography of either target, bidder or seller company being China, Hong Kong, Macau or Taiwan
League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - October 15 , 2010) Rank
House
League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - October 15 , 2010)
Value (USDm)
Deal Count
Rank
House
Value (USDm)
Deal Count
1
Nagashima Ohno & Tsunematsu
35,072
32
1
Nomura Holdings
40,846
55
2
Mori Hamada & Matsumoto
28,406
55
2
JPMorgan
21,358
10
3
Shearman & Sterling
21,891
11
3
Daiwa Securities Group
16,565
24
4
Sullivan & Cromwell
20,278
10
4
UBS Investment Bank
13,405
5
5
Nishimura & Asahi
11,922
26
5
Morgan Stanley
11,522
25
6
Gibson Dunn & Crutcher
9,331
4
6
Bank of America Merrill Lynch
10,374
6
7
Skadden Arps Slate Meagher & Flom
8,492
9
7
Goldman Sachs
8,528
10
8
Anderson Mori & Tomotsune
6,933
14
8
Deutsche Bank
7,763
6
9
Simpson Thacher & Bartlett
6,591
5
9
Citigroup
5,987
6
10
Morrison & Foerster
5,683
13
10
ABeam M&A Consulting
5,537
4
Based on geography of either target, bidder or seller company being Japan
League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - October 15 , 2010) Rank
House
League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - October 15 , 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
1
AZB & Partners
29,923
50
1
Rothschild
27,431
17
2
Allen & Overy
12,578
5
2
Morgan Stanley
25,648
9
3
Linklaters
12,170
4
3
Standard Chartered
22,203
6
4
Talwar, Thakore and Associates
10,700
2
4
Barclays Capital
14,126
7
5
Herbert Smith/Gleiss Lutz/Stibbe
10,700
1
5
UBS Investment Bank
13,529
6
6
S&R Associates
9,332
3
6
Citigroup
13,050
6
7
Latham & Watkins
9,297
2
7
HSBC
12,119
6
8
Shepherd & Wedderburn
9,177
1
8
Goldman Sachs
11,733
5
9
Amarchand & Mangaldas & Suresh A Shroff
6,106
22
9
BNP Paribas
10,749
2
10
Crawford Bayley & Company
4,779
2
10=
Global Investment House
10,700
1
10=
State Bank of India
10,700
1
Based on geography of either target, bidder or seller company being India
League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2010 - October 15 , 2010) Rank
House
House
League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - October 15 , 2010)
Value (USDm)
Deal Count
Rank
House
Value (USDm)
Deal Count
13,121
20
UBS Investment Bank
9,575
10
3
JPMorgan
8,130
5
15
4
RHB Investment Bank
7,543
6
4,274
2
5
Goldman Sachs
6,990
9
AZB & Partners
3,901
7
6
Deutsche Bank
6,749
7
7
Freehills
3,867
4
7
Morgan Stanley
6,349
8
8
Drew & Napier
3,607
6
8
Standard Chartered
5,528
5
9
Weerawong, Chinnavat & Peangpanor
3,589
3
9
Credit Suisse
5,513
8
10
Clifford Chance
2,887
10
10
Royal Bank of Scotland Group
4,719
3
1
Allen & Gledhill
8,000
24
1
CIMB Group
2
WongPartnership
6,805
34
2
3
Rajah & Tann
5,062
10
4
Baker & McKenzie
4,748
5
Kadir, Andri & Partners
6
Based on geography of either target, bidder or seller company being Southeast Asia
www.legalbusinessonline.com www.legalbusinessonline.com
69
market data | capital markets >>
Equity Capital Markets TRANSACTIONS List
Asia, inc Japan, ex Australia & New Zealand 19 Sep to 16 Oct Proceeds Issuer Issue date (USDm)
HONGKONG Billion Express Investments Hengdeli Holdings Ltd China Everbright Ltd IRC Ltd Kingboard Laminates Hldg Ltd Kosmopolito Hotels Intl Ltd Sewco Intl Hldgs Ltd Cathay Pacific Airways Ltd Value Partners Group Ltd Ruinian International Ltd ERA Holdings Global Ltd Vinda International Hldg Ltd Comba Telecom Sys Hldg Ltd Lijun Intl Pharm(Hldg)Co Ltd Victory City Intl Hldgs Ltd India Tata Motors Ltd Housing Dvlp & Infrastructure Oberoi Realty Ltd Orient Green Power Company Ltd State Bank of Mysore Ramky Infrastructure Ltd VA Tech WABAG Ltd Strides Arcolab Ltd Eros International Media Ltd Indosolar Ltd Tecpro Systems Ltd Electrosteel Steels Ltd Ashoka Buildcon Ltd Coml Engineers & Body Builders Microsec Finl Services Ltd Indonesia Indofood CBP Sukses Makmur PT Bumi Resources Tbk PT Lippo Karawaci Tbk PT Tower Bersama Infrastructure Japan Tokyo Electric Power Co Inc Monex Group Inc Sotetsu Holdings Inc Malaysia MMHE CIMB Group Holdings Bhd LPI Capital Bhd Mongolia Mongolian Mining Corp Philippines Cebu Pacific Air Inc SM Prime Holdings Inc Singapore MIT
Currency
09/27/10 09/20/10 10/05/10 10/13/10 09/21/10 10/05/10 09/29/10 10/13/10 10/14/10 09/27/10 09/20/10 09/27/10 09/27/10 10/04/10 10/13/10
USD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD HKD
Goldman Sachs (Asia); China International Capital Co; Nomura International (HK) Ltd JP Morgan Secs (Asia) (HK); Standard Chartered Bank (SG) JP Morgan (Hong Kong); China International Capital Co Bank of America Merrill Lynch; UBS Ltd; BOC International (China) Ltd; Merrill Lynch International CLSA Credit Suisse; Morgan Stanley (Asia) Ltd; Royal Bank of Scotland (HK) Guotai Junan Securities (HK) Credit Suisse Hong Kong Morgan Stanley & Co. Intl plc; JP Morgan Secs (Asia) (HK) Morgan Stanley CCB International Capital Ltd; Bocom International Bank of America Merrill Lynch BOC International (China) Ltd BNP Paribas Securities (Asia) Royal Bank of Scotland (HK)
Financials Industrials Financials Materials Materials Media and Entertainment Consumer Products and Services Industrials Financials Healthcare Media and Entertainment Consumer Staples Telecommunications Healthcare Consumer Staples
758.232 253.944 231.674 202.428 129.091 119.208 105.010 100.887 85.048 78.187 60.284 55.004 50.607 39.695 33.090
10/07/10 09/22/10 10/11/10 10/05/10 10/13/10 10/05/10 09/27/10 09/24/10 09/22/10 09/21/10 10/05/10 09/24/10 10/05/10 10/15/10 10/04/10
INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR
Citigroup Global Markets India; Credit Suisse Group JP Morgan India Kotak Mahindra Capital Co; Enam Securities; JP Morgan India; Morgan Stanley Goldman Sachs & Co; UBS Securities Inc; JM Financial Group; Axis Bank Ltd Trust Investment Advisors Enam Securities; Deutsche Equities SA Enam Securities; IDFC-SSKI Ltd IDFC-SSKI Ltd; Daiwa Securities Ltd (India); Royal Bank of Scotland AG; Kotak Mahindra Bank Ltd Enam Securities; Kotak Mahindra Capital Co; Morgan Stanley; RBS Enam Securities SBI Capital Markets Ltd; Kotak Mahindra Capital Co Edelweiss Capital; Enam Securities; SBI Capital Markets Ltd IDFC-SSKI Ltd; Enam Securities ICICI Securities & Finance Co; Edelweiss Capital SBI Capital Markets Ltd
Industrials Real Estate Real Estate Energy and Power Financials Industrials Energy and Power Healthcare Media and Entertainment High Technology Industrials Materials Industrials Industrials Financials
704.659 362.880 252.560 124.992
09/21/10 10/05/10 10/13/10 10/12/10
IDR IDR IDR IDR
Credit Suisse; Deutsche Bank Asia; Kim Eng Holdings Ltd; PT Mandiri Sekuritas To Be Announced Bank of America Merrill Lynch; CLSA PT Indo Premier Securities; UBS Securities Inc; UBS Securities Indonesia PT
Consumer Staples Materials Real Estate Telecommunications
5,728.981 196.521 194.950
10/12/10 10/04/10 10/12/10
JPY JPY JPY
Nomura Securities Citigroup Global Markets Japan; Nikko Cordial Securities Inc Nikko Cordial Securities Inc
Energy and Power Financials Industrials
660.870 378.027 31.227
10/15/10 10/12/10 09/30/10
MYR MYR MYR
Credit Suisse; Maybank Investment Bank Bhd; JP Morgan UBS AG Public Investment Bank Bhd
Industrials Financials Financials
748.879
10/05/10
HKD
Citigroup Global Markets Asia; JP Morgan (Hong Kong)
Materials
539.778 151.389
10/08/10 10/13/10
PHP PHP
Deutsche Bank AG (Hong Kong); JP Morgan Securities Asia Pte; Citigroup Global Markets Ltd CLSA; Macquarie Equities (Asia) Ltd
Industrials Retail
DBS Securities Singapore Pte; Goldman Sachs & Co; Citi; Standard Chartered Asia Ltd Morgan Stanley (Asia) - SG; Bank of America Merrill Lynch; CIMB-GK Securities Pte Ltd; Credit Suisse (Singapore) Ltd; Standard Chartered Bank (SG) Citigroup Global Markets Ltd Credit Suisse (Hong Kong) Ltd; JP Morgan Securities Asia Pte DBS Bank Ltd Goldman Sachs & Co Standard Chartered Bank (SG); Macquarie Bank Polaris Securities Ltd
Real Estate
423.896
10/12/10
SGD
257.951
10/06/10
SGD
Mapletree Logistics Trust Midas Holdings Ltd Ezra Holdings Ltd Parkway Life REIT AIMS AMP Capital Industrial China Taisan Tech Group South Korea Taihan Electric Wire Co Ltd Taiwan Hon Hai Precision Ind Co Ltd
232.419 153.983 119.830 66.207 61.085 48.694
09/22/10 09/28/10 10/14/10 09/22/10 10/14/10 09/30/10
SGD HKD SGD SGD SGD TWD
Wisdom Marine Lines Co Ltd Tycoons Group Enterprise Co Thailand BEC World PCL
Sector
1,838.800 322.015 299.401 271.993 220.347 153.182 121.809 110.833 102.502 84.442 56.262 39.804 38.579 37.389 30.660
Overseas Union Enterprise Ltd
AU Optronics Corp
Bookrunner(s)
Media and Entertainment Real Estate Materials Industrials Real Estate Real Estate Consumer Staples
284.255
09/30/10
KRW
Tong Yang Securities
High Technology
1,000.000
09/30/10
USD
High Technology
800.000
10/07/10
USD
36.375 31.912
09/24/10 10/14/10
TWD TWD
Credit Suisse; Standard Chartered (Taiwan) Goldman Sachs International; UBS AG; Standard Chartered (Taiwan); Citigroup Global Markets Ltd; Bank of America Merrill Lynch Masterlink Securities Co Ta Chong Securities Co Ltd
Industrials Industrials
126.388
10/12/10
Thai Baht
Bank of America Merrill Lynch; Phatra Securities Co Ltd
Media and Entertainment
High Technology
DEBT CAPITAL MARKETS TRANSACTIONS LIST
Asia, inc Japan, ex Australia & New Zealand 22 Aug – 18 Sep Issuer HONGKONG PHBS Ltd Sino-Forest Corp Hong Kong Land Finance Cayman FPT Finance Ltd Dah Sing Bank Ltd Sun Hung Kai Prop Cap Mkt Ltd India Reliance Industries Invest
70
Proceeds (USDm)
Issue date
Currency
1,000.000 600.000 592.590 400.000 175.000 64.471
09/21/10 10/14/10 09/29/10 09/20/10 09/29/10 10/06/10
Bookrunner(s)
Sector
USD USD USD USD USD HKD
JP Morgan Chase Bank London Bank of America Merrill Lynch; Credit Suisse HSBC Holdings PLC; Standard Chartered Bank PLC; UBS AG Standard Chartered Bank PLC; Credit Agricole CIB HSBC Holdings PLC BNP Paribas SA
Financials Consumer Staples Financials Financials Financials Financials Financials
1,490.500
10/14/10
USD
Canara Bank
222.200
09/27/10
INR
IDFC
200.755
09/28/10
INR
LIC Housing Finance Ltd
166.650
09/27/10
INR
SIDBI
133.392
09/28/10
INR
LIC Housing Finance Ltd
104.871
10/13/10
INR
IDFC
92.860
09/29/10
INR
Yes Bank Ltd SIDBI Export-Import Bank of India BILT Graphic Papers India IDFC LIC Housing Finance Ltd Indonesia Bumi Resources Tbk PT Overseas Union Enterprise Ltd Japan Mizuho Corporate Bank Ltd Bank of Tokyo-Mitsubishi UFJ Sumitomo Mitsui Banking Corp TAOT 2010-C Metropolis of Tokyo
67.326 65.646 61.938 55.005 43.764 23.344
09/30/10 09/20/10 10/11/10 09/23/10 09/20/10 09/29/10
INR INR INR INR INR INR
Bank of America Merrill Lynch; Citi; HSBC Holdings PLC; RBS AK Capital Services Ltd; Almondz Global Securities Ltd; Axis Bank Ltd; Barclays Bank PLC; Deutsche Bank (India); Edelweiss Capital; ICICI Bank Ltd; ING Vysya Bank; Kotak Mahindra Bank Ltd; Trust Investment Advisors Axis Bank Ltd; Barclays Capital; Deutsche Bank (India); ICICI Bank Ltd; Trust Investment Advisors; AK Capital Services Ltd AK Capital Services Ltd; Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; Yes Bank Ltd Axis Bank Ltd; Barclays Bank PLC; ICICI Bank Ltd; ING Vysya Bank; HSBC India AK Capital Services Ltd; Barclays Capital; ICICI Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; Darashaw & Co Ltd Trust Investment Advisors; Kotak Mahindra Finance Ltd; AK Capital Services Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Axis Bank Ltd Trust Investment Advisors; Yes Bank Ltd; Real Growth Projects Ltd; AK Capital Services Ltd Axis Bank Ltd; ICICI Sec Primary Dealership Barclays Capital Yes Bank Ltd Trust Investment Advisors Barclays Bank PLC
700.000 229.516
09/30/10 10/11/10
USD SGD
JPMorgan Chase Bank; Credit Suisse; Deutsche Bank AG (London) Standard Chartered Bank (SG)
Materials Media and Entertainment
1,350.690 854.700 854.700 754.949 488.400
10/14/10 10/08/10 10/08/10 09/22/10 10/08/10
JPY JPY JPY USD JPY
Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley Nikko Cordial Securities Inc Barclays Capital; Citi; JP Morgan Mitsubishi UFJ Morgan Stanley; Nomura Securities
Financials Financials Financials Financials Government and Agencies
Financials Financials Financials Financials Financials Financials Financials Financials Financials Materials Financials Financials
Asian Legal Business ISSUE 10.11
market data | capital markets >> Yamaguchi Financial Group Inc JFM Fujitsu Ltd Japan Finance Corp
366.593
10/08/10
JPY
Kansai Electric Power Co Inc Kintetsu Corp West Nippon Expressway Co Ltd Chiba Prefecture Japan Housing Finance Agency Japan Housing Finance Agency Toyota Motor Credit Corp Japan Housing Finance Agency Chubu Electric Power Co Inc Kansai International Airport Fujitsu Ltd Chugoku Electric Power Co Inc Development Bank of Japan Inc Development Bank of Japan Inc Hokuriku Electric Power Co JFM NTT Finance Corp Metropolitan Expressway Co Ltd Shikoku Electric Power Co Inc THK Co Ltd Toyota Motor Credit Corp TF Auto Loan Trust Certificate American Honda Finance Mitsui & Co Ltd Mitsui Chemicals Inc Saibu Gas Co Ltd Furukawa Electric Co Ltd City of Kyoto City of Kobe Maeda Corp Gunma Prefecture Marubeni Corp Marubeni Corp Shizuoka Prefecture Sumitomo Corp City of Yokohama City of Kawasaki City of Osaka Central JR Toyota Motor Credit Corp THK Co Ltd Softbank Moblie Trust 2010-09 Ocean2010-3Beneficial Interest Malaysia MISC Bhd Putrajaya Holdings Sdn Bhd Philippines Banco De Oro Unibank Inc Philippines ADB Vista Land & Lifescapes Inc Singapore DBS Bank Ltd Keppel Corp Ltd Singapore Airlines Ltd Mapletree Treasury Services Kim Eng Holdings Ltd AREIF (Singapore I) Pte Ltd Asia Real Estate Income Fund Oversea-Chinese Banking HK Millenium & Copthorne Hotels Hotel Properties Ltd South Korea Export-Import Bank of Korea LH MY Home Securitization KEPCO Hyundai Capital (America) Korea Housing Finance Corp Shinhan Financial Group Ltd Honam Petrochemical Corp Hyundai Dvlp Co Engineering K Power Co Ltd Korea Housing Finance Corp Lotte Engineering & Constr Co
366.300 364.440 361.980 360.558 346.129 312.927 291.187 279.709 245.600 245.580 244.560 244.200 244.200 244.200 244.200 244.200 244.102 242.960 240.440 159.627 149.070 145.964 137.000 122.800 122.800 122.800 122.790 122.790 122.790 122.280 122.100 122.100 122.100 122.100 122.100 122.100 122.076 121.480 120.660 100.000 85.953 59.395 47.516
10/08/10 10/07/10 10/06/10 10/01/10 10/14/10 10/14/10 10/14/10 10/14/10 10/15/10 10/14/10 10/13/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/07/10 10/05/10 10/14/10 10/14/10 09/27/10 10/08/10 10/15/10 10/15/10 10/15/10 10/14/10 10/15/10 10/15/10 10/13/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/08/10 10/07/10 10/06/10 10/12/10 10/14/10 09/24/10 09/24/10
JPY JPY JPY JPY JPY JPY NZD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY AUD JPY USD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY USD JPY JPY JPY
Tokai Tokyo Securities Co Ltd Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd Nomura Securities; RBS Securities Japan Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc; Mitsubishi UFJ Morgan Stanley Nikko Cordial Securities Inc Nomura Securities Nomura Securities; Mitsubishi UFJ Morgan Stanley; Nikko Cordial Securities Inc GSJCL; Daiwa Sec Capital Markets Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Daiwa Capital Markets Europe Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Daiwa Sec Capital Markets Nikko Cordial Securities Inc Daiwa Sec Capital Markets Mizuho Securities Co Ltd Nomura Securities; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd Nomura Securities; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd Mizuho Securities Co Ltd GSJCL Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd; Daiwa Sec Capital Markets Nomura Securities Nomura Securities Daiwa Capital Markets Europe Sumitomo Trust & Banking Bank of America Merrill Lynch; Deutsche Bank Securities Corp; Williams Capital Group LP Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd Nikko Cordial Securities Inc Nomura Securities Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets; Tokai Tokyo Securities Co Ltd Nomura Securities; GSJCL Daiwa Sec Capital Markets Mizuho Securities Co Ltd; GSJCL Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Mizuho Securities Co Ltd; Nikko Cordial Securities Inc Nomura Securities; Mizuho Securities Co Ltd Nikko Cordial Securities Inc Nikko Cordial Securities Inc; Mitsubishi UFJ Morgan Stanley Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; GSJCL GSJCL; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley JP Morgan Nomura Securities Citibank Japan Ltd; Development Bank of Japan; Mizuho Corporate Bank Ltd; Mizuho Securities Co Ltd Mizuho Securities Co Ltd
161.734 161.291
09/28/10 09/21/10
MYR MYR
AmInvestment Bank Bhd; CIMB Investment Bank Bhd; HSBC Bank Malaysia Bhd AmInvestment Bank Bhd; CIMB Investment Bank Bhd; Maybank Investment Bank Bhd
Industrials Real Estate
298.896 198.496 112.431 100.000
10/15/10 09/30/10 09/28/10 09/24/10
USD USD TRY USD
Citi; UBS Investment Bank HSBC Holdings PLC; Citigroup; UBS Investment Bank Daiwa Securities SMBC Europe Morgan Stanley; UBS Investment Bank
Financials Government and Agencies Government and Agencies Real Estate
1,312.033 379.507 225.717 188.097 92.130 79.461 79.461 76.709 38.388 37.619
10/14/10 09/28/10 09/21/10 09/21/10 10/13/10 09/24/10 09/24/10 10/15/10 10/13/10 09/23/10
SGD SGD SGD SGD SGD SGD SGD HKD SGD SGD
DBS Bank Ltd DBS Bank Ltd; Deutsche Bank (Singapore) DBS Bank Ltd; Oversea-Chinese Banking; Standard Chartered Bank (SG); United Overseas Bank Ltd Standard Chartered Bank (SG); DBS Bank Ltd DBS Bank Ltd; Standard Chartered Bank (SG) ANZ Banking Group ANZ Singapore Standard Chartered Bank (HK) DBS Bank Ltd DBS Bank Ltd
Financials Energy and Power Industrials Financials Financials Financials Real Estate Financials Media and Entertainment Media and Entertainment
993.800 965.800 697.648 498.965 362.790 305.550 267.600 223.750 223.000 143.680 133.800
10/13/10 09/30/10 09/27/10 09/29/10 09/29/10 09/28/10 10/08/10 10/07/10 10/08/10 10/07/10 10/08/10
USD KRW USD USD KRW KRW KRW KRW KRW KRW KRW
Financials Financials Energy and Power Financials Financials Financials Energy and Power Industrials Energy and Power Financials Industrials
LS Cable Ltd
122.780
09/30/10
KRW
Shinhan Bank Shinhan Bank Lotte Shopping Co Ltd Shinsegae Co Ltd Aju Capital Co Ltd Korea Securities Finance Corp Samsung C&T Corp Busan Bank The Daegu Bank Ltd Shinhan Bank Shinhan Bank Doosan Capital Co Ltd Hana Capital Co Ltd Moorim Paper Co Ltd Samsung Card Co Ltd Lotte Card Co Ltd Shinhan Card Co Ltd Hyundai Capital Services Inc Export-Import Bank of Korea Hyundai Corp Hyundai Capital Services Inc Hyosung Capital Co Ltd Lotte Card Co Ltd Hana SK Card Korea Dvlp Financing Corp Posco ICT Co Ltd Shinhan Capital Co Ltd KDB Capital Corp Lotte Card Co Ltd Shinhan Capital Co Ltd Sri Lanka Republic of Sri Lanka Taiwan Taiwan Cooperative Bank Solar Applied Materials Tech Thailand Bangkok Bank PLC (Hong Kong) Export Import Bank of Thailand Quality Houses PCL Kiatnakin Bank PCL Export Import Bank of Thailand
114.140 107.040 100.000 100.000 96.030 94.820 94.000 90.100 90.100 89.000 87.300 66.375 62.300 54.060 52.680 52.680 52.380 49.896 49.789 45.050 44.900 44.600 44.550 44.250 43.650 43.650 40.000 35.760 35.400 35.000
09/30/10 10/08/10 09/30/10 09/30/10 09/28/10 09/20/10 10/05/10 10/15/10 10/15/10 10/05/10 09/29/10 10/12/10 10/06/10 10/14/10 09/30/10 09/30/10 09/29/10 10/04/10 10/08/10 10/15/10 10/07/10 10/08/10 10/04/10 10/12/10 09/28/10 09/28/10 09/29/10 10/13/10 10/12/10 09/29/10
KRW KRW USD USD KRW KRW USD KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW HKD SGD KRW KRW KRW KRW KRW KRW KRW USD KRW KRW USD
Barclays Capital Group; Morgan Stanley; Bank of America Merrill Lynch; HSBC Securities Inc; JP Morgan KB Invest & Sec; Shinhan Investment Corp; Woori Invest & Sec Co Ltd; Hyundai Securities Co Ltd Bank of America Merrill Lynch; Barclays Capital; Credit Suisse; Goldman Sachs & Co; Morgan Stanley Barclays Capital; Citi; HSBC Holdings PLC; JP Morgan E Trade Korea Co Ltd; Hanwha Securities Co; KB Invest & Sec SK Securities Co Ltd; Hanwha Securities Co KB Invest & Sec Tong Yang Securities; Korea Development Bank; Daewoo Securities Co Ltd; Kiwoom Securities Co Hana Daetoo Securities Co Ltd Bookook Securities Co Ltd SC Securities Korea Ltd; Tong Yang Securities; KB Invest & Sec E Trade Korea Co Ltd; HI Investment & Securities Co; Samsung Securities; Korea Investment & Securities; Mirae Asset Securities Hyundai Securities Co Ltd IBK Securities Co Ltd Daiwa Securities SMBC Seoul Woori Invest & Sec Co Ltd Tong Yang Securities; Woori Invest & Sec Co Ltd; Korea Development Bank; Daewoo Securities Co Ltd Hyundai Securities Co Ltd Shinhan Investment Corp Daewoo Securities Co Ltd HI Investment & Securities Co Hana Daetoo Securities Co Ltd KTB Securities Co Ltd Hyundai Securities Co Ltd Korea Investment & Securities Tong Yang Securities; E Trade Korea Co Ltd SC Securities Korea Ltd Mirae Asset Securities Kyobo Securities Co Ltd HSBC Holdings PLC Hong Kong & Shanghai Bank (SG) Shinhan Investment Corp Daewoo Securities Co Ltd Kiwoom Securities Co Korea Development Bank Korea Investment & Securities Korea Development Bank Daewoo Securities Co Ltd; Woori Invest & Sec Co Ltd Korea Development Bank Korea Investment & Securities Korea Development Bank Samsung Securities
www.legalbusinessonline.com
368.400 368.370 366.840
10/15/10 10/14/10 10/13/10
JPY JPY JPY
Financials Government and Agencies High Technology Government and Agencies Energy and Power Industrials Industrials Government and Agencies Government and Agencies Government and Agencies Financials Government and Agencies Energy and Power Industrials High Technology Energy and Power Financials Financials Energy and Power Government and Agencies Financials Government and Agencies Energy and Power Industrials Financials Financials Financials Consumer Products and Services Materials Energy and Power Industrials Government and Agencies Government and Agencies Industrials Government and Agencies Energy and Power Energy and Power Government and Agencies Industrials Government and Agencies Government and Agencies Government and Agencies Industrials Financials Industrials Financials Financials
Industrials Financials Financials Retail Retail Financials Financials Industrials Financials Financials Financials Financials Industrials Financials Materials Financials Financials Financials Financials Financials Materials Financials Financials Financials Financials Financials High Technology Financials Financials Financials Financials
1,000.000
09/27/10
USD
Bank of America Merrill Lynch; HSBC Holdings PLC; RBS
Government and Agencies
128.248 31.898
09/30/10 09/27/10
TWD TWD
KGI Securities (Taiwan) KGI Securities (Taiwan)
Financials High Technology
1,195.948 100.000 66.912 66.822 50.000
10/13/10 10/04/10 10/06/10 10/12/10 10/04/10
USD USD THB THB USD
Morgan Stanley Daiwa Securities SMBC Europe; Mizuho Securities Co Ltd TISCO Securities Co Ltd; CIMB Thai Bank Public Co Ltd Kasikornbank PCL Daiwa Securities SMBC Europe; Mizuho Securities Co Ltd
Financials Financials Real Estate Financials Financials
71
Feature | Hong Kong In-house Legal Summit >>
BEIJING
25 November 2010
SINGAPORE February 2011
ShaNGHAI
October 2011
www.asianlegalbusinessevents.com
HONG KONG September 2011
ALB In-house Legal Summit Series: Hong Kong 2010
E
ven though the GFC storm clouds may have receded, in-house legal departments continue to face very real cost pressures both internally and externally. It was fitting then that the panel discussion at the recent ALB In-house Legal Summit in Hong Kong focussed on how inhouse teams can make the important transition from being cost-generating business units to viable profit centres. Chaired by Jasmine Karimi, president of the HKCCA and a senior corporate counsel for Braiform (Spotless Group) and including other leading lawyers such as Citi’s Steven Yeo, Star TV’s Erica Chan, PCCW’s Winifred Lo and Aon’s Andrew Bellers the panel also analysed the risks, rewards and challenges associated with the increasing commercialisation of the in-house legal role. In addition to the lively panel discussion, delegates were
treated to a series of engaging and informative workshop presentations. Offshore law firm Walkers took delegates through the role that offshore entities play in structured finance and investment funds as well as the changes that will occur in light of the UCITSIV and Alternative Investment Fund Managers’ (AIFM) Directives. Hong Kong firm ONC Lawyers addressed the liabilities of in-house counsel by sharing details of colourful caselaw on the matter. International firm Holman Fenwick Willan rounded off the day with detailed analysis
of price volatility and its legal implications. The ALB In-house legal summit series continues to provide the most comprehensive platform for all the continuing professional development needs of in-house lawyers across Asia Pacific. For law firms, they provide unrivalled access to the highest-level decision makers in the in-house legal community. For further details on forthcoming ALB In-house Legal Summits please refer to www.asianlegalbusinessevents.com or contact Lucinda at lucinda@keymedia. com.sg or call +65 6423 4631 ALB
Sponsors – Hong Kong 2010
72
Holman Fenwick Willan
ONC Lawyers
Walkers
Holman Fenwick Willan is an international law firm advising businesses engaged in international commerce. The firm has a reputation worldwide for excellence and innovation and has focused the development of its capabilities in the following core sectors: commodities, energy and offshore, finance, insurance and reinsurance, shipping and transport. With offices in Asia-Pacific, Europe and the Middle East, the firm has one of the largest international arbitration and dispute resolution practices of its kind, and has over 125 years experience of working with other law firms in jurisdictions throughout the world. Established in 1978, our Hong Kong office has been serving international and domestic clients in China and the Asia region for 32 years.
ONC LAWYERS is based in Hong Kong. Since its establishment in 1992, it has grown into a law firm of more than 80 people. The major areas of practice include banking & finance, China attesting services, China practice, corporate & commercial, criminal litigation, family & matrimonial, insolvency & restructuring, intellectual property & technology, litigation & dispute resolution, personal injury & work injury claims, property and conveyancing, securities, futures & funds, shipping & logistics, and wills, probate & trust
Multi award winning Walkers focuses principally on corporate and international finance law with an emphasis on investment funds, private equity and capital markets and structured finance. Walkers is experienced in all types of international and cross-border transactions and committed to developing close working relationships with clients and their professional advisers. A global presence allows for accessiblilty to clients in all time zones.
Supported by:
Associate Sponsors:
HYLANDS 浩天信和律师事务所 Hylands Law Firm
Asian Legal Business ISSUE 10.11
Do you know your options in the legal job market? Make sure you speak to the right people We have developed strong relationships within the private practice, commerce and industry and financial services sectors both in the UK and across Asia over the last 10 years. Our team consists of highly specialised legal search and selection consultants, each with years of experience based in Hong Kong. Our intention is to deliver in-depth knowledge of the market and advise you on moves to further enhance your career.
Below is a select list of our active Asia Pacific mandates Corporate Partner & Team
Wall Street Firm
Senior FS/Regulatory
US Firm and Magic Circle Firm
6–9 yrs’ PQE Non-contentious Insurance
Global Insurance Giant
0–3 yrs’ PQE Corporate Finance
Premier Regional Investment Bank
4–8 yrs’ PQE Equity derivatives
Bulge Bracket Investment Bank
1–3 yrs’ PQE Corporate M&A - NY Rates
Wall Street Firm
2–5 yrs’ PQE Banking & Finance
Magic Circle Firm
0–3 yrs’ PQE Litigation
Magic Circle Firm and US Firm
Senior Corporate M&A
Wall Street Firm
2–4 yrs’ PQE Intellectual Property
Leading US Firm
1–4 yrs’ PQE Construction - Contentious
Leading UK Firm
For a confidential discussion about the market and to obtain a copy of our latest salary survey please contact: Andrew Wallace
Private Practice
3796 2609
andrewwallace@puresearch.com
Roz Etkind
Private Practice
3796 2610
rozetkind@puresearch.com
Mary Carpenter
Private Practice
3796 2607
marycarpenter@puresearch.com
Liam Richardson
In-House
3796 2613
liamrichardson@puresearch.com
www.puresearch.com Hong Kong | London Pure Executive Search International Limited acts as an employment agency for permanent roles and an employment business for temporary roles. We aim to promote diversity and equal opportunity through our work - we monitor and evaluate our performance on a regular basis. Please note our advertisements use PQE levels purely as a guide to the minimum level of experience that we anticipate will be needed to fulfil the position. However, we are happy to consider applications from all candidates who are able to demonstrate the skills necessary to fulfil the role and they will be considered on an equal basis.
Regional Legal Counsel – Asia North Description of role We are seeking a bright and energetic individual with good judgment to act as Regional Legal Counsel for Asia North, reporting to our Chief Legal Counsel for Asia. This position will be attractive to someone who thrives in the intellectually challenging and stimulating atmosphere of a leading global consulting firm and who desires to have a regional role that covers the North Asian markets. This position can be located in Seoul, Tokyo or Hong Kong. Job description n Provide legal support to the Mercer business lines on a variety of business issues requiring legal advice, including general corporate commercial matters, development of new services, regulatory requirements, dispute resolution and employment matters n Practise a client-oriented work approach and foster a positive legal, compliance & governance culture n Participate in legal risk management initiatives Requirements Legal qualification with admission as legal practitioner in one or more major jurisdictions a plus n Law degree from a top university, preferably with a postgraduate degree a plus n Minimum of 4 years PQE (combination of regional legal practice with top-tier legal firms & in-house counsel role with large MNCs) n Languages – Fluency in English and Korean or Japanese a plus n High levels of “EQ” & good communication skills n Integrity and professionalism; must be a team player n Good organizational skills and ability to work to tight deadlines n
Interested candidates, please go to http://www.mercer.com/careers >> “Quick Links” >> “Apply Now” >> search for “Job Number SEO0000P” and apply online by attaching a resume with expected salary information by 30 November 2010. Only shortlisted candidates will be notified.
About Mercer Mercer is a leading global provider of consulting, outsourcing and investment services, with more than 25,000 clients worldwide. Mercer consultants help clients maximize the effectiveness of their benefit programs and optimize workforce performance. The firm is also a leader in benefit outsourcing solutions. Mercer’s investment services include investment consulting, retirement plan design and governance, and multi-manager investment management. Mercer’s 19,000 employees are based in more than 40 countries worldwide. For more information, visit www.mercer.com.
“Asian Legal Business has done a great job covering local news, deals, and general trends in the legal market in Asia” Partner Minter Ellison Asian Legal Business is Asia’s leading legal magazine. Published from three regional centres, each issue is packed with news, hard hitting analysis and investigative journalism. Regional editors provide up to the minute legal and regulatory updates, while a team of dedicated journalists provide in-depth analysis of all the issues facing lawyers and in-house counsel throughout the region.
Subscribe NOW ! Please start my 12-month subscription to Asian Legal Business immediately ALB North Asia ALB China Please invoice my company USD495*
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SometimeS what your career needS iS good advice...
take the advice from the induStry expertS.
With 30 years in the legal recruitment industry, we have the experience to guide you in your career path. Across industries, countries and business cycles, Michael Page is with you for the long term. Corporate Lawyer / Office Representative
PRC Lawyer
International Law Firm | 5-15 Years PQE
HK listed company | 5+ Years PQE
This is an exciting opportunity for a corporate lawyer to join a leading law firm and help set up their new office in Shanghai. You will report to the managing partner based in Hong Kong and work closely with the Hong Kong office. While there will be some fee earning work, a large part of your role will be to kick off the relevant application process for the Shanghai office as well as to handle business development and client liaison work. You will have at least 5 years’ post-qualification experience in corporate commercial law, being common law qualified. Chinese language skills are required for this role. Ref: H653240
This is a rare in-house opportunity with a listed property developer, providing excellent PRC China exposure. Reporting to the Chairman, you will be part of an established team based in Hong Kong. Major responsibilities include drafting, reviewing and advising on PRC related issues and monitoring the existing team based in China. The ideal candidate will be a PRC qualified lawyer with at least 5 years’ corporate commercial experience gained with leading law firms. You must be a commercially minded, flexible, and self-driven individual. Occasional travelling is required. Ref: H604470
Legal Counsel / Senior Legal Counsel
Regional Legal Counsel
Global Financial Institution | 6+ Years PQE
Energy Sector | 8+ Years PQE
Joining a team of four lawyers and reporting to the Head of Legal, you will handle a wide range of commercial drafting and negotiating and regulatory matters, as well as financial products work. You will participate actively in a variety of projects including reviewing policies and/or acceptance policies, outsourcing investment fund management to fund houses/banks, managing distribution channels, product development and approval and the assessment and maintenance of legal risks. You will be a 6+ years’ post-qualified lawyer with financial institution experience, ideally with corporate/regulatory exposure. Fluency in English and Chinese is required. Ref: H645170
Our client holds a global brand name in the energy sector, headquartered in the United States. Reporting to the Chief Financial Officer and based in Hong Kong, you will provide a comprehensive range of in-house legal services to different business units across the Group, such as drafting and reviewing documents and contracts, establishing standard forms of agreement and handling general litigation matters within the Asia Pacific region. The suitable candidate should have a background of a general commercial lawyer with at least 8 years’ experience working in-house or private practice. Fluency in English and Cantonese is essential. Ref: H647450
Restructuring & Insolvency Lawyer
Corporate Counsel
Top Tier Law Firm | 5-10 Years PQE
PRC Based Listed Company | 4+ Years PQE
A leading international law firm is adding a mid to senior level banking lawyer to their team. You will take on leadership responsibilities within the team and will handle a variety of non-contentious restructuring and general banking insolvency work. The ideal candidate will have at least 5 years’ post-qualified experience in general banking, contentious or non-contentious. Any exposure in debt rescheduling and refinancing, workouts and restructuring, debt-trading, receiverships and liquidations, creditor advice and directors’ duties will be advantageous though not mandatory. Magic circle firm experience is preferred. Fluency in English and Chinese is a must. Ref: H651830
Our client is one of the largest media companies in China. This is a newly created position reporting directly to senior management, with responsibility to look after a small legal team. You will advise on a range of legal matters involving listing compliance, private placements, joint ventures, M&A, general corporate affairs and provide general legal advice on a daily basis. Excellent communication, analytical and organisational skills are sought. Prior experience gained with media/entertainment companies will be a strong plus. Fluency in English and Mandarin is required for this position. There is frequent travelling to PRC China. Ref: H633520
#10201
To apply for any of the above positions, please go to www.michaelpage.com.hk/apply quoting the relevant reference number, or to discuss other Private Practice, Financial Services or In-House opportunities, contact Olga Yung, Manager of Legal Division on +852 2848 4791 or Mark Enticott, Associate Director on +852 2848 9512 for further details.
ALB Japan Law Awards March 2011 ALB China Law Awards April 2011 ALB Australasian Law Awards May 2011 ALB SE Asia Law Awards May 2011 ALB Hong Kong Law Awards September 2011
Asia’s premium law awards event series, ALB Law Awards returns to Asia and Australia in 2011. Each event is the culmination of months of intensive research and gathers hundreds of legal and industry professionals from all around the region. The biggest night on the industry calendar honours the achievements and successes of the past twelve months in a spirit of celebration and collegiality.
Everyone I spoke to enjoys the ALB Awards dinner. The black tie dinner, the style of the awards is all fantastic. Partner – Conyers Dill & Pearman, Hong Kong The event is very well organised and a big success! General Counsel – COSCO Pacific It is a great event and I am proud to be a part of it. Partner – Milbank, Tweed, Hadley & McCloy
Official publication
Please contact Iris on iris@kmimail.com or +852 2815 5988, if you would like more information with regard to nominations.
Another event organized by