Asian Legal Business May 2008 by Key Media

ISSUE 8.5

Asian invasion Which firms will arrive next from the US?

Market volatility What’s the bottom line for firms?

Telecoms Firms make premium-rate calls in China

ALB Special Report:

SINGAPORE 2008

Singapore gears up Meet the lawyers at the vanguard of change L–R: Philippe Taverne, Cotty Vivant Marchisio & Lauzeral; Paul Supramaniam, Berwin Leighton Paisner; Latiff Ibrahim, Harry Elias Partnership; Alban Kang, ATMD; Thio Shen Yi SC, TSMP Law Corporation; Siraj Omar, Premier Law; Christopher Lowe, Watson, Farley & Williams

DEALS ROUNDUP

LATERAL MOVES

JOB VACANCIES

UK, US REPORTS

REGION-WIDE UPDATES

www.asianlegalonline.com

Country editors The Regional Updates section of ALB is sponsored by the following firms: Philippines

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 center, 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 organizations and governments. SyCip combines traditions of professional integrity and excellence with a time-tested ability to break new ground. China

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a globally oriented, full-service law firm with over 500 lawyers worldwide. Paul, Weiss is headquartered in New York and has offices in Hong Kong, Beijing, London, Tokyo and Washington D.C.

ALB ASIAN LEGAL BUSINESS

www.asianlegalonline.com Copyright 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.

CHINA EDITOR Yun Zhang

AUSTRALASIA EDITOR

Malaysia

Tay & Partners is a Malaysian law firm established in 1989 with offices in Kuala Lumpur and Johor Bahru. It is a full-service commercial law firm, advising a varied portfolio of clients across a broad spectrum of industry sectors. The firm’s vision is to be the law firm of choice to businesses investing or operating in Malaysia. Singapore

Wouter Klijn

India

PHOTOGRAPHER

James Morrow

Thilo Pulch

PRODUCTION EDITOR CONTRIBUTING EDITOR Renu Prasad

EDITORIAL RESEARCHER Joshua Scott

Singh & Associates is a full service international law firm comprising of experienced, capable and dedicated legal professionals, company secretaries and chartered accountants. The firm is committed to providing exceptional legal counsel across a wide variety of local, national and international branches of law and specialises in several practice areas.

Practice area and industry editors

The Regulatory Updates section is sponsored by the following firms:

International tax

AzureTax Ltd provides transparent strategic and ethical tax advice. Through our professional corporate and trustee services your tax plan is comprehensively implemented. Our tax advice provides independent innovative and rigorous solutions which deliver results and long-term accountability. Qualified UK, Hong Kong and PRC tax advisors. Financial services

Weiyah Chiang Raymond Ohanesian Bing Tsui

SENIOR WRITER

Daniela Aroche 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. The firm has been regularly noted for its IPO, M&A and general corporate work.

DESIGNERS

CHIEF SUB-EDITOR Moira Daniels

SUB-EDITORS Diana Harris Lauren Barker Carolin Wun Merran Magill

SENIOR WEB DEVELOPER Storm Kulhan

BUSINESS DEVELOPMENT MANAGERS

Brenda Lau Peter Chau

TRAFFIC MANAGERS Gloria Ng (Hong Kong) Patsy Ang (Singapore) Stacey Rudd (Australia)

MANAGING DIRECTOR Agnes Eng

DESIGN MANAGERS Jacqui Alexander Ruby Alvarez

CHIEF OPERATING OFFICER George Walmsley

EDITORIAL ENQUIRIES Horwath Financial Services (www.hfs.com.hk), an independent member firm of Horwath International (www.horwath.com), provides a one-stop solution for your financial planning, investment, property-financing and general financial health needs. We offer a range of payment options for our services including a fee-based alternative setting us apart in an industry that is dominated by commission driven sales.

Intellectual property

ATMD is a dynamic and progressive firm with an established IP, corporate & commercial, competition and dispute resolution practice. The firm also has an extensive regional experience advising both domestic and foreign clients on cross-border transactions. ATMD has been voted as Singapore’s Intellectual Property Firm of the Year at the 2005 and 2006 ALB Awards and the 2005 AsiaLaw (IP) Awards.

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Cross border structuring

The Amicorp Group has been providing clients with specialized financial services worldwide since 1992. Through our global network of offices, we provide specifically tailored services involving corporate administration and trust management services, private wealth management and estate planning, corporate, asset and project finance structuring and Business Process Outsourcing services.

ALB is a sponsor of the International Bar Association Annual Conference Buenos Aires 2008 www.ibanet.org

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ALB enjoys alliances with the following organisations

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asian legal business ISSUE 8.5

ALB ASIAN LEGAL BUSINESS

Singapore’s local lawyers lead More and more firms are reexamining the traditional work culture in which Stakhanovite hours are demanded of those who want to “get ahead”

n the 1920s, then-president Calvin Coolidge would frequently remark that “the business of America is business”. A century later, “Silent Cal’s” aphorism may be up for debate – at least so far as it still pertains to the US. Yet elsewhere around the world, and especially in Asia, this ethic is being adopted with gusto and paying hefty dividends as a result. Take Singapore. Although it is barely three times larger than the miniscule administrative division the US carved out for its national capital, this city-state of 646 square kilometres has in a few short decades transformed itself from a colonial outpost to a fi nancial powerhouse whose skyline is dotted with the high-rise crown jewels of its own economic empire. As it has grown as a leader in business and finance, Singapore’s legal community has had to rise to a new set of challenges as a result. This is happening both through a bottom-up change in firm culture and a top-down deregulation of the local legal industry, most recently through last year’s changes to the Legal Regulation Act. In conversations with lawyers around Singapore – whether major international firms or small boutique partnerships – two themes repeatedly emerge. On the one hand is what many senior partners describe as a “lack of bandwidth”: more work than they can handle with the present legal labour supply. Meanwhile, more and more firms are re-examining the traditional work culture in which Stakhanovite hours are demanded of those who want to “get ahead”. Increasing numbers of firms, both foreign and domestic, are adopting practice models designed to attract lawyers on the basis not just of earning potential but on the possibility of having a life outside the office. At least one has created the position of Associate Director for associates who wish to contribute to firm management without pursuing a partnership track. These two themes may initially seem contradictory but in fact are simply two sides of the same coin. For in creating a culture of work which does not crowd out the possibility of a life, such firms are building a local legal environment that in the medium to long term will attract the best and the brightest minds to the business. And in attracting such talent, and in recognising that working smart is as great an ingredient in a successful outcome as working hard, they will solve the bandwidth problem currently bedevilling so many firms.

IN THE FIRST PERSON “As investments in the region

start to mature, the liberalisation will only serve to attract and keep more international business in Singapore” Phillipe Taverne, partner, Cotty Vivant Marchisio & Lauzeral, on changes to the country’s legal services market (p34)

“A university in NSW can’t afford to simply focus on NSW law or Australian law – the emphasis is on putting that law in the regional Asian context and of course in the international context” David Dixon, Dean of the University of NSW Law Faculty, on higher education (p46)

“Other than technical knowledge, a telecommunications lawyer must also possess good fundamentals in commercial and competition law if he or she is to advise clients on the broad spectrum of legal concerns that do arise in the telecommunications industry” Chong Kin Lim, partner, Drew & Napier, on telecommunications practices (p52)

5 79 S$

T US 08 SJ 5) 20 AY 99 ay S$ M 2D er 31 aft es ere pir (th d: ex bir rly Ea

BUSINESS LAW ASIA 2008 Asia’s number one legal event 19 & 20 JUNE 2008

HILTON HOTEL HOTEL, OTEL, TEL ELL SSINGAPORE

www.asianlegalbusinessevents.com

Asia’s most respected monthly legal magazine Asian Legal Business (ALB) - is proud to present Business Law Asia 2008 on 19 & 20 June 2008 in Singapore. This special two day legal event brings together leading private practice lawyers and in-house legal counsel from Singapore and around the region. Business Law Asia 2008 will address the key topical issues facing legal practitioners today via a series of focused practice area workshops, plenary sessions and interactive panel discussions. GREAT REASONS TO ATTEND: 3In-depth workshops focusing on the latest legal issues presented by top law ﬁrms 3Opportunities to network and meet leading legal experts and colleagues 3Interactive panel discussions and debates by some of Asia’s most distinguished legal speakers For further information and registration, please contact Christopher, christopher@keymedia.com.sg For Sponsorship opportunities, please contact Lilian Wee, lilian@keymedia.com.sg Tel: (65) 6423 4631, Fax: (65) 64234 632

DISTINGUISHED SPEAKERS AND PANELISTS INCLUDE: Elaine Lo

Latiff Ibrahim

Thomas Hickey

James Harris

Justyn Jagger

Herman Jeremiah

Chairman of the Asia Board and Senior Partner

Managing Partner

Assistant General Counsel

Managing Partner

Partner

Harry Elias Partnership

Hess Oil & Gas, South East Asiaa

Lovells Lee & Lee

DLA Piper Singapore

Rodyk & Davidson LLP

Karen Wee

Alex Wong

Nicole Tan

Lawrence Teh

Partner

Of Counsel

Partner

WongPartnership LLP

Lovells Lee & Lee

KhattarWong

Rodyk & Davidson LLP

Joyce Fong

Wong Taur-Jiun

Long Hsueh Ching

Paul Wong

Regional Counsel, Asia Pacific McAfee®

Senior Associate

Partner

KhattarWong

Rodyk & Davidson LLP

Patrick J. Flanagan

Kelvin Tan

Damian Yeo

Partner

Director

Latham & Watkins LLP

Drew & Napier LLC

Director (Legal & Government Relations), South East Asia Pacific

Mayer y Brown JSM

Alban Kang Managing Partner Alban Tay Mahtani & de Silva LLPP

Ralph Ybema President Hong Kong Corporate Counsel Association

Toru Ishiguro Managing Partner Mori Hamada & Matsumoto

Sheena Jacob Partner and Head (Intellectual Property & Technology) Alban Tay Mahtani & de Silva LLP

Arthur Loke

Anil Changaroth

Secretary-General

Director & Legal Counsel

Inter-Pacific Bar Association

Davis Langdon & Seah Singapore

Shuva Mandal Managing Partner Fox Mandal Little

Chelva R Rajah SC

Nokia Pte Ltd

KhattarWong

Chia Kim Huat Rajah & Tann LLP

Singapore Corporate Counsel Assoc Association

HR Manager

TeleChoice International Ltd

Tan Rajah & Cheah

President

Jayaprakash Jagateesan

Group Legal Counsel

Corporate Staff Partner

Angeline Joyce Lee

Singapore Exchange Limited (SGX)

Leow Chiap Seng

Managing Partner

General Counsel and Company Secretary

Joy Ng Ee-Kia

Guatam Narasimhan

Clare Pearson

Hooman Sabeti

Director (Competition Economics))

Associate Latham & Watkins LLP

Corporate Social Responsibility Manager, Asia

Consultant

Drew & Napier LLC

Bernard Tan Regional Counsel , ASEAN

Naomi Ishikawa

George Cooper

Erin Lyon

Jane Niven

Partner

Practice Leader, Workplace Law & Advisory - Asia

Director

Regional General Counsel, Asia Pacific

Milbank, Tweed, Hadley & McCloy LLP

IBM

Wong Kien Keong

Malcolm Tan

Managing Principal

Regional Legal Counsel

Baker & McKenzie.Wong & Leow

Infineon Technologies Asia Pacific

CSR Asia

Jones Lang LaSalle

Freehills

Giles Kennedy

Basil Hwang

Patrick Ang

Senior Associate

Partner

Milbank, Tweed, Hadley & McCloy LLP

Dechert LLP

Rajah & Tann LLP

Ofﬁcial Media Partner

Gold Sponsors

Platinum Sponsor

Another event organised by

ALB ASIAN LEGAL BUSINESS

ALB enjoys alliances with the following organisations

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Indian Corporate Counsel Association

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Allen & Overy Shook Lin & Bok JLV

DLA Piper

Shanghai Inhouse Counsel Forum

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Corporate Lawyers Association of New Zealand

asian legal business ISSUE 8.5

inside

ALB ISSUE 8.5

COVER STORY 34 ALB Special Report: Singapore Singapore’s savvy business and legal market has a new challenge to face in the wake of the country’s legal services liberalisation. ALB analyses the changes in store for lawyers in the region

Analysis 10 Equity markets Asia’s fast-growing companies are hungry for capital, but results from recent first quarter data for 2008 could signal that the region’s equity capital markets are in trouble. ALB investigates 14 US firms in Asia As the influx of US firms into Asia continues, new arrivals are finding that a reliable model for success is hard to find

52 50 Features 30 ALB Japan Law Awards finalists As the time draws near to name Japan’s most outstanding lawyers and legal endeavours, ALB reveals those that are in the running for the awards 46 Higher education For those lawyers looking to build on their expertise, Australia’s top-notch universities offering both course variety and quality are an option to be considered 50 Technology Law firm technology has advanced in leaps and bounds and if used correctly could offer a serious advantage to modern-minded law firms 52 Telecommunications The telecommunications sector in Asia is on the rise. ALB looks at the changes to come into this area and opportunities in store for the legal industry

Regulars 6 • • • • • • • 23 • • • 56 68

News Thompson Financial reports reveal trouble ahead for debt markets Sullivan & Cromwell soars on the Asia-Pacific league tables Sheppard Mullin expands to strengthen China connection Miller Canfield on schedule to set up in China Toll Holdings’ acquisition of BALtrans Holdings Limited ProtoStar Ltd successful in acquiring US funding RW Sentosa makes history to-date with major financing deal Appointments UK leviathans reveal partnership appointments KhattarWong boosts litigation practice Bryan Cave adds further partners in Hong Kong Lifestyle Sign off

34 Columns 16 UK report 18 US report 14 IP Singapore Courts tackle admissibility of illegally obtained evidence ALBAN TAY MAHTANI & DE SILVA 22 Financial Investment tips HORWATH FINANCIAL 22 International tax 2008 UK Budget changes – part 2 AZURE TAX

Regional updates 24 China PAUL WEISS Philippines SYCIP SALAZAR HERNANDEZ & GATMAITAN Malaysia TAY & PARTNERS Singapore LOO & PARTNERS India SINGH & A SSOCIATES

Profiles 40 LOO & PARTNERS 43 WONG PARTNERSHIP 53 BAKER & MCKENZIE WONG & LEOW

ALB

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 Asian ASIAN LEGAL BUSINESS Legal Business can accept no responsibility for loss.

NEWS >>

asian legal business ISSUE 8.5

deals in brief | HONG KONG | ► TOLL HOLDINGS-BALTRANS HOLDINGS ACQUISITION US$1.7bn Firm: Clifford Chance Lead lawyers: Roger Denny, Terence Foo Client: Acquirer on HK law Firm: Jennifer Cheung & Co Lead lawyer: Jennifer Cheung Client: Target on HK law

Roger Denny, Clifford Chance

Firm: Norton Rose Lead lawyer: Richard Crosby Client: Target’s financial advisor on HK law

• Deal sees one of Australia’s largest transport and logistics companies, Toll Holdings, successfully acquire Hong Kong-based BALtrans Holdings Limited • As part of the deal, BALtrans will become a wholly owned subsidiary of Toll Holdings by mid-April • Deal involved a voluntary conditional cash offer to acquire all shares in the shares capital of BALtrans and to cancel all outstanding options

| SINGAPORE |

• Milbank has represented ProtoStar since its inception and has assisted the company all aspects of the development of its satellite business including representing ProtoStar in its September 2006 financing for the ProtoStar I satellite in order to lease capacity to Direct-To-Home (DTH) providers in the rapidly growing Asian DTH market • Debt facility consisted of a US$200m term loan with Credit Suisse serving as Sole Bookrunner and Co-Lead Arranger, and Jefferies & Co. acting as Co-Lead Arranger • Placement brought together a syndicate of lenders from Asia, Europe and the US • The debt facility also involved the refinancing of outstanding bridge indebtedness, and a US$45m equity financing

► PROTOSTAR SATELLITE FUNDING

| SINGAPORE |

US$245m Firm: Milbank, Tweed, Hadley & McCloy Lead lawyers: Glenn S Gerstell, James H Ball, Dara A Panahy Client: ProtoStar on US/Singapore Law Firm: Cooley Godward Kronish Client: ProtoStar on equity issues Firm: Appleby Client: ProtoStar on Bermudan law Firm: Linklaters Client: Financier on Singapore law Firm: Cox Hallett Wilkinson Client: Financier on Bermudan law • US$245m satellite financing for ProtoStar Ltd to enable it to launch and operate the ProtoStar II satellite, thus positioning ProtoStar as a dualsatellite company in the Asian state-of-the-art television market

► RW SENTOSA SYNDICATION US$3.07bn One of the largest financing deals in Singapore history and the largest of 2008 to date Firm: Drew & Napier Lead lawyers: Valerie Kwok, Thang Poh Suan, Sandy Foo, David Chin Client: RW Sentosa and parent company Genting on Singapore law Firm: Lovells Client: Financiers on international law Firm: Lee & Lee Client: Financiers on Singapore law

Valerie Kwok, Drew & Napier

• Deal involves loan syndication of up to S$4.19bn including Syndicated Senior Secured Credit Facilities, comprising S$4bn worth of term and revolving loan facilities and a S$192.5m banker’s guarantee facility • Loan will facilitate the construction and development by Sentosa of a world-class integrated resort on Singapore’s Sentosa Island • A total of 10 banks participated in the syndication which is underwritten and bookrun by five local and international banking namely DBS Bank Ltd, HSBC, OCBC, RBS and Sumitomo Mitsui Banking Corporation

| CHINA | ► LDK SENIOR NOTES OFFERING US$400m Firm: Cleary Gottlieb Lead lawyers: Clay Johnson, Robert Williams Client: Issuer and underwriters on US law Firm: Grandall Legal Client: Issuer on PRC law • Deal sees offering of Clay Johnson, US$400m aggregate principal Cleary Gottlieb amount of Convertible Senior Notes due 2013 by LDK Solar Co Ltd • Derivatives transactions were entered into to facilitate the offering of the notes, including US$200m of pre-paid forward share repurchase contracts with LDK Solar and a Rule 144/Rule 10b5-1 share sales plan and related prepaid forward contracts with an affiliate of LDK Solar • LDK is a leading manufacturer of multicrystalline solar wafers, which are the principal raw material used to produce solar cells. LDK sells multicrystalline wafers globally to manufacturers of photovoltaic products, including solar cells and solar modules. LDK is based in Xinyu City, Jiangxi Province, China • Cleary Gottlieb was also underwriters’ counsel in LDK’s initial public offering and NYSE listing in June 2007

| CHINA | ► CHINA EASTSEA AIM ADMISSION The first AIM admission by a Chinese company of 2008 Firm: DLA Piper Lead lawyers: John Campion, Nikk Bond, Huilin Proctor Client: Issuer on UK law Firm: Shanghai Joinway Client: Issuer on PRC law Firm: Carey Olsen Client: Issuer on Jersey law

>> NEWS

www.asianlegalonline.com

Firm: Walkers Client: Issuer on BVI law

YOUR MONTH AT A GLANCE ASIA

Firm: Rosenblatt Solicitors Client: Underwriter on UK law • Deal saw China Eastsea Business Software Limited move from PLUS to AIM listing • Shares were traded on PLUS at a mid price of 24.5p, giving the company a market capitalisation of £17.02m • AIM listing is designed to broaden the current shareholder base and enable investors to share in any future success of the Group through increased liquidity

Firm

Jurisdiction

Deal name

Allen & Gledhill

Singapore

Olam International preferential issue

239*

Equity

Allen & Overy

India, UK

Tata Motors Jaguar and Land Rover acquisition financing

3,000

Project finance, M&A

HKSAR, India

SBI equity rights issue

4,380

Equity

China

AEGON – Industrial Securities joint venture

n/a

Joint venture

Appleby

| CHINA/SINGAPORE | ► ASIA DEKOR LBO US$248m

Singapore

ProtoStar satellite financing

245

Project finance

China Stationery invitation

n/a

Equity

Ashurst

Malaysia, Singapore

Mauser AG – Stanta Metal Drum share acquisition

1,344

M&A, Equity

AZB

India

GS Logistics share purchase

Equity

India

Sharda product licenses

n/a

India

UTV share purchase

225

India, UK

Tata Motors Jaguar and Land Rover acquisition financing

3,000

Project finance, M&A

India

Tata Chemicals – General Chemical Industrial Products acquisition

1,005

M&A

Baker & McKenzie

Australia, Thailand

Central & City Developments management agreement

Baker & McKenzie. Wong & Leow

India, Singapore

Babcock & Brown (Singapore) investment in Indian Telco sector

Singapore Beijing Deheng Carey Olsen Clifford Chance

Firm: Stamford Law Client: Vendor on Singapore law Firm: Jun He Client: Acquirer on PRC law Firm: Paul Hastings Lead lawyers: Brett King, Juliet Taylor Client: Financing consortia on international law

• CVC Asia Pacific has been one of the most active private equity investors in Asia recently, having completed 30 management buyouts • Asia Dekor Group is the largest manufacturer and distributor of laminated wooden floor and related products in Asia. The group has three production bases in China, located at Shenzhen, Heyuan and Huizhou

Management agreement

Al-Futtaim Group Robinson & Co. acquisition

458

M&A, Equity

China, Singapore

Zhongguo Pengjie Fabrics invitation

n/a

Equity

China, Jersey, UK

China Eastsea Business Software AIM admission

Equity

Pakistan

Abraaj Capital stake in Bosicor Corporation Ltd.

130

Equity

China, HKSAR

Kerry Media – SCMP Group acquisition

550

M&A

Australia, HKSAR

Toll Holdings – BALtrans Holdings acquisition

1,700

M&A

China, Singapore

Asia Dekor LBO

Singapore

Hisaka Holdings invitation

China, Bermuda, Singapore

China Eratat invitation

Commerce & Finance

China, HKSAR

Maoye IPO

Conyers Dill & Pearman

China, Singapore

Zaino IPO

China, HKSAR

Maoye IPO

China, Singapore

China Fibretech invitation

China, CI, Japan, Samoa, Singapore

Combine Will International Holdings IPO

Debt, Private equity

n/a

Equity

320–420*

Equity

320–420*

Equity

60*

Equity

Cooley Godward Kronish

Singapore

ProtoStar satellite financing

245

Project finance

Cox Hallet Wilkinson

Singapore

ProtoStar satellite financing

245

Project finance

DLA Piper

China, Jersey, UK

China Eastsea Business Software AIM admission

China

Shanghai Media Group privitisation

Australia, HKSAR

Toll Holdings – BALtrans Holdings acquisition

China, HKSAR

Jones Lang Lasalle – Sallmanns Holdings acquisition

Indonesia, Singapore

Maybank – Sorak Holdings acquisition

China, Singapore

China Stationery invitation

Singapore

GW Sentosa Syndication

3.07

Project finance

Singapore

Jasper Holdings issue

284*

Equity

Edwards Angell Palmer & Dodge

Japan, US

Takeda Pharmaceuticals acquisition of Millennium Pharmaceuticals

9,000

M&A

Ery Yunasrie Partners

Indonesia, Singapore

Grand Pacific Properties invitation

n/a

Equity

Freshfields Bruckhaus Deringer

China

China Telecom Corporation acquisition of China Telecom Group Beijing

792

M&A

China

China Unicom Corporation asset acquisition

880

Equity, M&A

China, Singapore

Zaino IPO

Equity

China, Singapore

China Stationery invitation

n/a

Equity

China

Areva T&D – Beijing Yuli Lian, Guangzhou LeeKeen & Wuxi Hengchi Joint ventures

n/a

Brett King, • Deal sees the public-to-private Paul Hastings acquisition by CVC Asia Pacific Limited of Asia Dekor Group Limited, a Singapore-listed company with substantial operations in the PRC

• The transaction involved a 100% leveraged buyout and represents an important bolt-on acquisition for Plantation Timber Products (PTP), an existing CVC portfolio company engaged in the wood flooring business in China. Clifford Chance advised CVC on the LBO of PTP in 2006

Equity

Colin Ng & Partners

Andrew Whan, Clifford Chance

n/a

Licensing

Undisc.

The first PRC LBO of 2008 Firm: Clifford Chance Lead lawyers: Andrew Whan, Terence Foo Client: Acquirer/investor on international law

Practice

China, Singapore

• Admission will increase the public profile of the Group and will give the Group access to an institutional capital market to help fund its future development and assist possible acquisitions • China Eastsea is investigating a number of acquisition opportunities in Shanghai and Beijing

US$m

Drew & Napier

GFE Law

Gide Loyrette Nouel

34 n/a 1,700 n/a 1,500 n/a

Equity Restructuring, Equity M&A M&A, Equity M&A Equity

NEWS >>

asian legal business ISSUE 8.5

| INDIA |

YOUR MONTH AT A GLANCE (CONT) ASIA Firm

Jurisdiction

Deal name

Grandall Legal Group

China, France

China Corn Oil IPO

134

Equity

China, Singapore

Sino Constructions invitation

n/a

Equity

Practice

China, Singapore

China Fibretech invitation

60*

Equity

Guangdong Teamwin

China

Areva T&D – Beijing Yuli Lian, Guangzhou LeeKeen & Wuxi Hengchi joint ventures

n/a

Harish Kumar & Associates

India

Aishwarya IPO

Hee Theng Fong & Co.

China, Singapore

China Fibretech invitation

Herbert Smith

China, HKSAR

Maoye IPO

India, UK

Tata Motors Jaguar and Land Rover acquisition financing

3,000

Project finance, M&A

Hogan & Hartson

India, UK

Tata Motors Jaguar and Land Rover acquisition financing

3,000

Project finance, M&A

J. Sagar & Associates

India, Singapore

Babcock & Brown (Singapore) investment in Indian Telco sector

Jennifer Cheung & Co.

Australia, HKSAR

Toll Holdings – BALtrans Holdings acquisition

Jingtian & Gongcheng

China

China Telecom Corporation acquisition of China Telecom Group Beijing

JSM

HKSAR

Great Eagle – Champion REIT asset sale

Jun He

China, Singapore

Asia Dekor LBO

Kelvin Chia Partnership

China, Bermuda, Singapore

China Eratat invitation

Equity

Khattar Wong

Singapore

Aqua Terra Supply Co share acquisition

Equity

China, Singapore

China Stationery invitation

n/a

Equity

China, Singapore

China Fibretech invitation

King & Wood

China, HKSAR

Maoye IPO

Latham & Watkins

China, HKSAR

Datang International –True Busy Electric Power acquisition

Pan Asia

Avery Dennison acquisition of DM Label Group

Lee & Lee

Singapore

GW Sentosa Syndication

Lee, Perara & Tan

Malaysia, Singapore

Mauser AG – Stanta Metal Drum share acquisition

Equity

60*

Equity

320–420*

Equity

Undisc.

Equity

1,700

M&A

792

M&A

1,600 n/a

Real estate, Equity Debt, Private equity

60*

Equity

320–420*

Equity

n/a Undisc. 3.07 1,344

M&A, Energy & resources M&A Project finance M&A, Equity

Linklaters

Singapore

ProtoStar satellite financing

245

Project finance

Loo & Partners

China, Singapore

Sino Constructions invitation

n/a

Equity

China, Singapore

Zhongguo Pengjie Fabrics invitation

n/a

Equity

Loong & Yeung

China, CI, Japan, Samoa, Singapore

Combine Will International Holdings IPO

Equity

Lovells

Singapore

GW Sentosa Syndication

Leung Wai

China, CI, Japan, Samoa, Singapore

Combine Will International Holdings IPO

Milbank, Tweed, Hadley & McCloy

Singapore

ProtoStar satellite financing

Morrison & Foerster

China, HKSAR

Maoye IPO

Norton Rose

Singapore

CSL Group disposal of assets

HKSAR

Toll Holdings – BALtrans Holdings acquisition

China, HKSAR Orrick

Japan

Rajah & Tann

China, Singapore

Zaino IPO

Equity

China, Singapore

Zhongguo Pengjie Fabrics invitation

n/a

Equity

Indonesia, Malaysia, Singapore

Malayan Banking Berhad stake in PT Bank Internasional Indonesia

1,500

Equity, M&A

India, UK

Tata Motors Jaguar and Land Rover acquisition financing

3,000

Project finance, M&A

Romulo Mabanta Buenaventura Sayoc & De Los Angeles

Philippines

Philippine Government sale of stake in PNOC-EDC

1,300

Equity, M&A

Rosenblatt Solicitors

China, Jersey ,UK

China Eastsea Business Software AIM admission

Equity

Shanghai Joinway

China, Jersey, UK

China Eastsea Business Software AIM admission

Equity

Sheppard Mullin

Pan Asia

Avery Dennison acquisition of DM Label Group

Shook Lin & Bok

China, Singapore

Zaino IPO

Equity

China, Singapore

Teel International IPO

Equity

Shu Jin

China, CI, Japan, Samoa, Singapore

Combine Will International Holdings IPO

Equity

Skadden

Chin a, HKSAR

Kerry Media – SCMP Group acquisition

Rodyk & Davidson

US$m

3.07 9* 245 320–420*

► TATA MOTORS ACQUISITION OF LAND ROVER AND JAGUAR US$3bn Firm: Allen & Overy Lead lawyer: Thomas Brown Client: Lead arrangers on international law Firm: AZB Client: Acquirer on Indian law

S Sivanesan, Rodyk & Davidson

Firm: Rodyk & Davidson Lead lawyers: S Sivanesan, Gordon Sng, Mark Tay Client: Targets’ parent company (Ford) on Singapore law Firm: Herbert Smith Client: Acquirer on UK law Firm: Hogan & Hartson Client: Targets’ parent company (Ford) on UK law

• Deal saw Tata Motors Limited acquire a group of companies, including passenger vehicle companies Land Rover and Jaguar Cars Limited, from Ford Motor Company • The MLAs on deal which provided finance were the Bank of Tokyo-Mitsubishi UFJ, Ltd, Citigroup Global Markets Asia Limited, ING Bank N.V.’s Singapore branch, JPMorgan Securities (Asia Pacific) Limited, Mizuho Corporate Bank, Ltd, Standard Chartered Bank, State Bank of India and BNP Paribas • Funding for the acquisition was provided to TML Holdings Limited, a newly incorporated special purpose subsidiary of Tata Motors Limited • Tata companies are of critical importance to the Indian economy, contributing a significant portion of the country’s total GDP

Project finance Equity

| INDIA |

Project finance Equity

► STATE BANK OF INDIA RIGHTS ISSUE US$4.38bn

n/a

Debt

1,700

M&A

The second-largest Indian rights offering to date

Kerry Media – SCMP Group acquisition

550

M&A

Green Power Investment Corporation investment fund

200

Private equity

Firm: Allen & Overy Lead lawyers: James Grandolfo, Diana Billik Client: Issuer on international law

Undisc.

550

M&A

>> NEWS

www.asianlegalonline.com

• SBI is India’s largest bank with more than 10,000 branches in 32 countries

YOUR MONTH AT A GLANCE (CONT)

• Shareholders were offered one share for every five shares owned on the record date at an offer price of R1,590

Firm

Jurisdiction

Deal name

Slaughter and May

China, HKSAR, Japan

CRE Beverage Trading Limited – term loan facility

232

Soebagjo Jatim Djarot

Australia, Indonesia

APAC Coal IPO

15*

Equity

Stamford Law

China, Singapore

Asia Dekor LBO

n/a

Debt, Private equity

Indonesia, Singapore

Grand Pacific Properties invitation

n/a

Equity

Singapore

TR Networks IPO

60*

Equity

China, Singapore

Zhongguo Pengjie Fabrics invitation

n/a

Equity

China, CI, Japan, Samoa, Singapore

Combine Will International Holdings IPO

Equity

Steinpreis Paganin

Australia, Indonesia

APAC Coal IPO

15*

Equity

Sullivan & Cromwell

China

China Telecom Corporation acquisition of China Telecom Group Beijing

792

M&A

China

China Unicom Corporation asset acquisition

880

Equity, M&A

Malaysia, Singapore

Mauser AG – Stanta Metal Drum share acquisition

1,344

M&A, Equity

Taylor Wessing

China, France

China Corn Oil IPO

134

Equity

Tian Yuan

China, Bermuda, Singapore

China Eratat invitation

Equity

Walkers

China, Jersey, UK

China Eastsea Business Software AIM Admission

Equity

Watson, Farley & Williams

Malaysia

Global Process Systems Joint loan facility

Debt market

• Offer was also extended to SBI’s GDR holders on a basis of one new GDR for every five GDRs held on the record date • SBI received applications for more than 110 million equity shares. Deal was valued at approximately US$4.38bn, including a US$2.50bn subscription by the Government of India • Rights issue was open to SBI’s existing shareholders for one month between 18 February 2008 and 18 March 2008 with shares allotted to subscribing shareholders on 29 March 2008

ASIA

Tay & Partners

James Grandolfo, Allen & Overy

| JAPAN/CHILE/UK | ► MARUBENI-ANTOFAGASTA ACQUISITION US$1.3bn Firm: Clifford Chance Client: Antofagasta on international law

• Deal sees Antofagasta plc (UK) enter into an agreement with Marubeni Corporation (Japan) under which Marubeni will acquire 30% interest in each of Minera Esperanza (Chile) and Minera El Tesoro (Chile) for a consideration of US$1.31bn • Antofagasta in turn will fund its retained share (70%) of the development costs of the Esperanza project (after project financing), as well as the costs of acquiring through Antomin Limited certain mining properties required for the development of the Esperanza project and the extension of the El Tesoro mine, in amounts equivalent to the proceeds resulting from the Marubeni Transaction

Practice Debt

Singapore

CSL Group disposal of assets

n/a

Debt market

Wee Woon Hong & Associates

Indonesia, Singapore

Grand Pacific Properties invitation

n/a

Equity

WilmerHale

Japan, US

Takeda Pharmaceuticals acquisition of Millennium Pharmaceuticals

9,000

M&A

WongPartnership

Singapore

Global A&T Electronics bid for United Test and Assembly centre

1,500

M&A

1,460

Project finance

Firm: Skadden Lead lawyers: John Ale, Jeff Tindell Client: Marubeni on International law Firm: Sullivan & Cromwell Lead lawyer: Sergio Galvas Client: Antofagasta on international law

US$m

Yuan Tai

Singapore

OCBC & UOB financing

Singapore

South Beach Consortium acquisition

Singapore

CMT MTN notes issue

112

Debt

Singapore

Frasers Centrepoint share acquisition

n/a

Equity

Pan Asia

Baring Private Equity Murabahah financing

n/a

Private equity

Singapore

Olam International preferential issue

China

China Southern Fund stock fund launch

Project finance

239*

Equity Equity

Does your firm’s deal information appear in this table? Please contact Josh Scott

joshua.scott@keymedia.com.au

61 2 8437 4738

*Listings expected by the end of April – figures listed are based on issuer estimates

| PHILIPPINES | ► SAN MIGUEL OFFERING US$150m Firm: Allen & Overy Client: Underwriters on US law Firm: Cleary Gottlieb Client: Issuer on US law Firm: Picazo Buyco Tan Fider & Santos Client: Underwriters on Philippine law Firm: SyCip Salazar Hernandez & Gatmaitan Client: Issuer of Philippine law • Deal involves primary offer of 77 million to 154.9 million common shares and a secondary offer of 693 million to 1.39 billion common shares at PHP8 to PHP15.40 per share • Price-sensitive deal expected to raise around US$577m when it closes in early May • As part of the deal, parent company San Miguel Corporation has decided to spin off 5% of the listing candidate, which includes all of the group’s domestic beer operations

• Based on the bottom end pricing, this means the base deal size will be only PHP6.16bn (US$148m). If the 15% greenshoe is exercised in full, the total proceeds would increase to about US$170m

NEWS >>

asian legal business ISSUE 8.5

MARKET ANALYSIS

Asian equity capital markets:

Holding up the heavens Like the market for raw materials, the market for capital is global. Where will Asia’s fast-growing companies look if debt is no longer an option and global IPO activity is in decline? And what will this mean for the legal services industry?

Steady amid the decline First quarter data for 2008 confi rms what bankers and capital markets lawyers in Europe and the US have known for months: the equity capital markets pipeline is drying up. Ernst & Young LLP’s Global IPO Update, which analysed IPO activity for the first three months of 2008, reports that a record number of companies cancelled their IPOs as demand for listed securities continued to fall around the world. Compared to the last quarter of 2007, the number of companies completing their listings had dropped by 60% and Ernst & Young predicts that a recovery will not be seen until 2009. This pessimism leaves some Asian dealmakers scratching their heads. By the end of 2007 it was clear that mainland China IPOs would hit a record. And in 2008, new public listings – typically a measure of the health of the equity capital markets – continue to complete. But the pipeline is being closely watched. “The reality is that the volume of deals that are pricing and closing is a lot lower than what it was last year. Whether they actually come to market, price and close

will be the litmus test,” said Skadden’s Jonathan Stone in Hong Kong. What is clear is that issuers and their bankers are exercising greater caution when road-showing an offering, often choosing to defer a deal until the timing is right. “When the window opens you have to be ready to scramble,” said Michael Sturrock, partner with Latham & Watkins in Singapore. This puts additional pressure on already-stretched teams who have to turn around documentation within tight timeframes.

Rewriting the rules in China By April 2008, Shanghai’s composite index had fallen by 50% since its October 2007 high. For the same period, Hong Kong’s Hang Seng Index had fallen 25%. But dealmakers say that despite this volatility, Chinese companies remain undeterred and continue to look to the public markets. This year’s largest IPO to date – US$5.7bn raised by China Railway Construction Corporation through a dual Shanghai and Hong Kong listing – was 25 times oversubscribed. This strong performance was closely followed by an-

HONG KONG

“The reality is that the volume of deals that are pricing and closing is a lot lower than it was last year. Whether they actually come to market, price and close will be the litmus test” JONATHAN STONE, SKADDEN 10

NEWS IN BRIEF

www.asianlegalonline.com

>> NEWS >>

K&L Gates opens second China office

SINGAPORE

“We’ve seen a number of REIT deals that were in the pipeline suddenly dry up” MICHAEL STURROCK, LATHAM & WATKINS

other successful completion in the same sector, with China Railway Group raising US$5.5bn. The infrastructure theme continues with the upcoming dual listing of China South Locomotive and Rolling Stock (also known as China Southern Railway), which plans to raise up to US$2.1bn. Further support comes from the strong performances by newly listed companies upon debut. Thomson Financial reports that only one out of the 124 companies that listed on China’s domestic exchanges in 2007 posted a negative performance upon debut. This trend continues in 2008 with all 22 first quarter listings performing positively upon debut. Lawyers are not just advising companies looking for capital to invest. Deal flow also stems from private-equity firms seeking to exit their investments in Asia. And the prospects generated by the Chinese government’s intention to privatise 300,000 government-controlled businesses have given advisors further reason to be optimistic.

Following a global trend, K&L Gates has opened its second China office in Shanghai, four years after it launched its Beijing base. In addition to these two Vincent Tso, Chinese offices, the firm K&L Gates has premises in Hong Kong and Taipei. Some of the current deals of the Shanghai office include advising a major UK-listed hospitality company which is establishing its China operations, and representing a listed US manufacturing company in its acquisition of a Chinese company. K&L Gates’ practice areas include cross-border M&A and investments, regulatory policies, IP and overseas listings. Vincent Tso is the firm’s chief representative.

Spreading the load in Asia China and Hong Kong clearly make up the biggest slice of the equity capital markets pie in Asia. But what about Asia’s other key markets? The talk keeps returning to India, which appears just as well-positioned as China, should positive economic conditions prevail. And opportunities in Korea are expected to continue to improve once the country’s Capital Market Consolidation Act takes effect in 2009. The legislation will enable local brokerages to become fully-fledged investment banks, able to compete with their global counterparts. This development can only be positive for Korea’s law firms. Elsewhere, though, things are less positive. Sturrock has observed that the Singapore market has cooled down significantly. “Singapore is a relatively small market that has been driven by REIT transactions in the past, and we’ve seen

Pillsbury only international law member of CSMESA Pillsbury Winthrop Shaw Pittman was named the only international law member of the China Small and Medium Enterprises Financial Services Strategic Joseph Chan, Alliance. Pillsbury’s Pillsbury practice areas are crossborder financing, venture capital and private equity. The firm’s Shanghai managing partner, Joseph Chan, is the alliance advisor. Chan said Pillsbury hopes to open an office in Beijing in the near future. 11

NEWS >> IN BRIEF NEWS

Linklaters gets three new partners in Asia Linklaters’ new round of promotions brings three new partners for Asia. David Irvine and Kunal Thakore will be based in Hong Kong, and William Liu will be in the William Liu, Linklaters Shanghai office. Irvine has London experience on cross-border leveraged and acquisition finance. He is qualified to practise in England, Wales and South Africa. Thakore, a key member of the India David Irvine, group, is qualified to Linklaters practise there and in England. His practice areas are corporate and M&A, particularly JV deals between foreign companies and Indian firms. Liu will relocate from Kunal Thakore, Hong Kong to strengthen Linklaters Shanghai’s capital markets practice. Well-versed in public debt and PIPE investment, he was involved in the first RMB convertible bond issued by a HK public company. The promotions bring Shanghai’s partner total to four and Hong Kong’s to 23.

Norton Rose announces new Singapore partner Norton Rose today announced that Adam Summerly will join the firm as a partner in the Singapore practice. Summerly was previously Adam Summerly, a corporate partner in Norton Rose the Singapore office of US firm Duane Morris, specialising in cross-border M&A, corporate finance, strategic joint ventures, restructurings and corporate governance. His addition maintains the Singapore partner count, which is eight. Christopher Moore, the firm’s technology, internet and telecom head, left recently to rejoin Allen & Overy. Prior to joining Norton, Summerly was one of the six founding members of Duane Morris’ Singapore office in January 2007. 12

asian legal business ISSUE 8.5

TOKYO

“We’re advising on some recapitalisation transactions … Other than that, regular capital markets transactions are slow” NAGASHIMA a number of REIT deals that were in the pipeline suddenly dry up,” he said. The Philippines, which experienced robust deal flow in 2007, has managed to complete just one transaction so far this year – a listing by Pepsi-Cola Products Philippines.

Japan: an exception to the rule The state of the market in Japan may be the exception to the rule. Market reports reveal that the first quarter of 2008 saw a 51% fall in the number of completed capital markets transactions, compared with the same period for 2007. Masatsura Kadota, partner at Nagashima Ohno & Tsunematsu and one of the lead partners advising on the Aozora Bank deal that won ALB's Japan Equity Market Deal of the Year in 2007, acknowledges that the mix of work in the Japanese domestic market has changed. “We’re advising on some recapitalisation transactions such as issuances of convertible bonds, share repurchase transactions and issuances of preferred shares. Other than that, regular capital markets transactions are slow,” he said. However, Eugene Gregor, a partner based in Davis Polk & Wardwell’s Tokyo office, who advises clients throughout the region on transactions with a US component, maintains that his practice continues to be busy, with no substantial change in the market. Dealmakers cite the impact of the subprime crisis, global financial turmoil and the Japanese stock-price slump as the main reasons behind the decline in deal volume. And unlike newly listed companies in China, the companies that do list do not appear to be immune. Thomson’s fi gures reveal that the weighted share price for new Japanese listings fell an average of 3.9% on the first day of trading. Despite the weak domestic public market, Japanese companies are reluctant

MASATSURA KADOTA, OHNO & TSUNEMATSU

NEWS IN BRIEF

www.asianlegalonline.com

>> NEWS >>

White & Case acquires partner

Global IPO activity 700

600

500

NUMBER OF LISTINGS

400

300

200

100

0 Q1 2008

Q4 2007

Q1 2007

PERIOD Source: Ernst & Young LLP

► JAPAN RIGHTS ISSUE OFFERINGS Year to date 2008 Proceeds raised: US$11,224m Number of offerings: 131 Same period 2007 Proceeds raised: US$6,598m Number of offerings: 123 Source: Thomson Financial

► PERFORMANCE OF CHINA A-SHARE LISTINGS UPON DEBUT Year: 2007 Positive performance: 121 Negative performance: 3 Total number of listings: 124 Year: 2008 (ytd) Positive performance: 22 Negative performance: 0 Total number of listings: 22 Source: Thomson Financial

to consider listing on foreign exchanges. “Converting Japanese language documents and Japanese GAAP financial statements to comply with another country’s listing requirements is too burdensome,” said Kadota. Instead, companies are turning to their existing shareholders for funds. Japan has also seen a significant increase in rights offerings, with first quarter deal volume exceeding the total number of deals for the same period in 2007. Companies are also dipping into Japan’s savings pool – currently the world’s largest – and are taking advantage of the fact that Japan’s banking system has been relatively untouched by the global credit crunch. Established companies have little trouble issuing debt and obtaining loans, but start-ups without proven track records are fi nding it more difficult to access these funds.

Be alert, but not alarmed As international law fi rms start to feel the impact of the economic downturn now being felt by their investment banking clients, the Asian offices of global law fi rms may fi nd that they will be responsible for a bigger share of their fi rm’s global revenues. Firms will need to be vigilant, warns one investment banker, active in equity-linked issuances: “While the reality is that a lot of houses are sitting on mandates and are still trying to actively execute them, if I was a law firm I’d be concerned about work in progress. A lot of houses are sitting on deals and law firms should be wondering who is going to pay the bills,” he says. At the end of the day, though, a tide of equity work might be just round the corner. As Jonathan Stone observed: “If Asia decouples properly and we see less volatility and more stability, and if investors get comfortable that they can properly value the transactions, then there’s a lot of backlog that could come onto the market.” ALB

As international firms feel the impact of the economic downturn being felt by their investment banking clients, the Asian offices of global firms may find they will be responsible for a bigger share of their firm’s global revenues

White & Case has added to its Asia Bank Finance and Restructuring practices with the arrival of partner John Hartley and his team of three associates from Lovells. John Hartley, Partner Chen Guan Feng White & Case will relocate to Hong Kong from the Singapore office to work more closely with the firm’s financial institution clients in the region.

Barun Law hires former Microsoft counsel Seoul’s Barun Law strengthened its legal team with the addition of Korean attorney Sung Jai Choi, former senior counsel of Microsoft Korea. Choi, who began his career with Samsung SDI, is a new senior associate. According to Barun Law’s Senior Foreign Attorney, Tom Pinansky, he is expected to further buttress Barun Law’s substantial IP litigation and fair trade practice areas. Pinansky noted Choi brings a unique perspective, having worked in Korea’s largest and most technologically advanced chaebol (Samsung) and one of the world’s biggest technology companies (Microsoft). Choi is a graduate of Seoul National University and has an LLM from Columbia Law School.

Charltons hosts Avrio Advocati conference Hong Kong firm Charltons welcomed Avrio Advocati (www.avrio.net) lawyers from across Europe to Hong Kong in early May for a two-day conference covering cross-border legal issues. Avrio Advocati is an association of leading independent law firms across Europe, Asia and Australia and also co-hosted a seminar with the Hong Kong Corporate Counsel Association (www.hkcca.net) on 9 May 2008 on various aspects of EU law, focusing on Hong Kong businesses operating in Europe. For more information, see www.charltonslaw.com 13

NEWS >>

asian legal business ISSUE 8.5

ANALYSIS

IP UPDATE Singapore Courts’ Approach to the Admissibility of Illegally Obtained Evidence

he Court of 3 Judges in the recent case of Law Society of Singapore v Tan Guat Neo Phyllis [2007] SGHC 207 decided that the Court does not have the discretion to exclude admissible evidence, in particular entrapment evidence, and even illegally obtained evidence. The Court also found, in the context of entrapment for copyright infringement, that consent is given by a copyright owner in requesting for copies to be made. The Court considered the Evidence Act ("the EA"). Section 2(2) of the EA provides that “[a]ll rules of evidence not contained in any written law, so far as such rules are inconsistent with any of the provisions of this Act, are repealed." It further accepted, pursuant to Section 138 of the EA, that the court has no discretion to exclude evidence which establishes a relevant fact but is bound to admit the evidence. The local cases which have excluded entrapment evidence on the ground of unfairness to the accused were therefore found to be inconsistent with the EA insofar as they sanctioned such a ground of exclusion. However, the Court held that the original formulation of the fairness doctrine found in R v. Sang [1980] AC 402 that all relevant evidence is admissible unless its prejudicial effect outweighs its probative value was consistent with the EA, as the probative value of entrapment evidence, by definition, was greater than its prejudicial value. In addition, the Court held, in light of the combined effect of section 2(2) and 138 of the EA, that the common law discretion to exclude illegality obtained, albeit relevant evidence, on the ground of unfairness, was inconsistent with EA. The Court also examined SM Summit Holdings Ltd v PP (“Summit”) [1997] 3 SLR 922. It found, contrary to the findings of the trial judge in Summit, that no illegal act was committed by a party acting on the request of a private investigator for copies of copyrighted material to be made. This was due to the fact that the copyright owner had consented to the copies being made, notwithstanding that the request was made for the purpose of entrapment. The intention of the copyright owner did not affect the fact of consent.

Karol Goh Partner Intellectual Property and Technology Group Alban Tay Mahtani & de Silva LLP Phone +65 6428 9440 Email karolgoh@atmdlaw.com.sg

Karol Goh

THE EAST IS RED, WHITE AND BLUE American firms are striking gold across Asia but find there is no single model for success

ilingual sign makers who can engrave brass plaques in both English and Mandarin are enjoying another banner year as US-based law firms flock across the Pacific to open offices in China. Top New York law firm Weil, Gotshal & Manges opened its Hong Kong office last October. Nixon Peabody, which obtained its license to open a firm in China last November, cut the ribbon on its Shanghai office in March of this year. And this month, Taft (which counts among its clients such international giants as Proctor & Gamble) will hang out its own shingle in Beijing. As the neighbouring analysis shows, top-100 US law firms (according to the American Lawyer rankings) that lack any representation in China or the Far East are increasingly a rarity. And many of those firms not yet established in China or Asia are themselves quietly investigating the possibility of stepping into the market either on their own or in alliance with a Chinese firm – though none would speak on the record for fear of tipping off competitors or upsetting pending regulatory decisions. There are almost as many reasons for American fi rms opening offices in China as there are American fi rms in China. Many, of course, make the leap to serve their US-based clients as they expand into Asia. Meanwhile an increasing number of others are attracted by the potential for outbound work coming from Chinese companies who are big enough to play on the American stage. The potential to service a portfolio of both Chinese and American clients was a prime factor behind Sheppard Mullin’s move to China in February of last year, where it represents a number of banks, electronics and consumer products companies. “We had quite vibrant China and Korea practices in our US offices, and the decision to open in China was a reflection of our clients urging us to follow them into Asia,” explained David Heubner, the firm’s office administrative partner in Shanghai. Today, he said, half his office’s work is outbound, in keeping with the firm’s business model for expansion. Not everyone is seeking hefty tranches of outbound work, however. With over 1,400 lawyers based around the world, the Chicago-based Kirkland first started thinking about opening an office in the Far East in 2004 – though they did not cut Cont p16f

NEWS IN BRIEF

www.asianlegalonline.com

Call for cargo owners’ liability

BIG US FIRMS – OFFICES IN ASIA? 2006 Rank

Firm

Skadden

2 3

2006 gross revenue (US$)

Hong Kong

China

S’pore

Japan

Elsewhere

$1.85bn

Yes

Beijing and Shanghai

Yes

Latham & Watkins

$1.62bn

Yes

Shanghai

Yes

Baker & McKenzie

$1.52bn

Yes

Beijing and Shanghai

Yes

Bangkok; Ho Chi Minh City; Jakarta; Kuala Lumpur; Manila; Taipei

Jones Day

$1.31bn

Yes

Beijing and Shanghai

Yes

Taipei, Taiwan

Sidley Austin

$1.24bn

Yes

Beijing and Shanghai

Yes

White & Case

$1.18bn

Yes

Beijing and Shanghai

Yes

Bangkok

Kirkland & Ellis

$1.14bn

Yes

Mayer, Brown

$1.08bn

Yes

Beijing, Guangzhou and Shanghai

Bangkok; Hanoi; Ho Chi Minh City

Weil, Gotshal

$1.05bn

Yes

Shanghai

Greenberg Traurig

$1.04bn

Shanghai

DLA Piper US

$1.01bn

Yes

Beijing and Shanghai

Yes

Bangkok

Morgan, Lewis

$922m

Beijing

Yes

Sullivan & Cromwell

$900m

Yes

Beijing

Yes

Wilmer

$897m

Beijing

O’Melveny & Myers

$869m

Yes

Beijing and Shanghai

Yes

McDermott Will

$860m

Beijing and Wuhan, Hubei

Batam, Indonesia

Shearman & Sterling

$842m

Yes

Beijing

Yes

Paul, Hastings

$813m

Yes

Beijing and Shanghai

Yes

Cleary Gottlieb

$813m

Yes

Beijing

Gibson, Dunn

$809m

Simpson Thacher

$801m

Yes

Beijing

Yes

Morrison & Foerster

$774m

Yes

Beijing and Shanghai

Yes

Hogan & Hartson

$755m

Yes

Beijing and Shanghai

Yes

Dechert

Akin Gump

>> NEWS >>

$729m

Yes

$726m**

Beijing

Taipei

Following last December's oil spill from HK registered Hebei Spirit, a HK lawyer has called for cargo owners to be held liable in case of such a spill for simply hiring a single-hull tanker. Speaking to the WSJ, Alastair MacAuley, head of Mayer Brown JSM’s global supping practice, told reporters that charterers should be convicted of contributory negligence in such a case. “Because the cargo is worth much more than the ship itself, the cargo’s owner should bear a commensurate liability risk,” he suggested. Most modern tankers feature double hulls, ensuring that if one hull is breached, the inner will retain most, if not all, of the cargo in question. However, over 80% of single-hulled tanker destinations are in Asia. The Hebei Spirit incident spread 11 million gallons of oil over 40 miles of South Korea’s eastern coastline.

Bingham McCutchen

$686m

Yes

Foley & Lardner

$668m

Shanghai

Yes

Orrick

$666m

Yes

Beijing and Shanghai

Yes

Taipei

Davis Polk

$650m

Yes

Beijing

Yes

Reed Smith

$644m

Yes

Beijing

Ropes & Gray

$616m

Yes

Holland & Knight

$614m

Beijing

Winston & Strawn

$612m

Li & Partners in US alliance

Fulbright & Jaworski

$602m

Yes

Beijing

Paul, Weiss

$594m

Yes

Beijing

Yes

King & Spalding

$582m

Pillsbury Winthrop

$579m

Shanghai

Yes

Debevoise & Plimpton

$575m

Yes

Shanghai

HK-based Li & Partners has announced an alliance with Los Angeles and New York-based Richardson & Patel. The alliance follows a number of joint transactions such as the First Tractor Company Rule 144A offering (HK$265m), Perfectenergy International’s Alternative Punlic offering in the US (US$18.4m) and the ZAP electric car JV. Richardson & Patel have made a serious effort over the last few years to build an Asian focus in their practice, trying to focus specifically on Asian companies trying to raise capital on US markets. Hopefully, Li Webin, PRC lawyer and founding partner of Li Partners, is the man to help them.

Cadwalader

$556m

Beijing

Cravath

$550m

Hunton & Williams

$546m

Beijing

Yes

Bangkok

Milbank, Tweed

$541m

Yes

Beijing

Yes

Vinson & Elkins

$532m

Yes

Beijing and Shanghai

Yes

Proskauer Rose

$514m

LeBoeuf, Lamb

$513m

Yes

Beijing

Heller Ehrman

$507m

Yes

Beijing and Shanghai

Yes

Goodwin Procter

$506m

Baker Botts

$502m

Yes

Beijing

Willkie Farr

$502m

Kirkpatrick & Lockhart

$499m

Yes

Beijing

Taipei

Arnold & Porter

$475m

Wachtell

$474m

Fried, Frank

$470m

Yes

Shanghai

Squire, Sanders

$465m

Yes

Beijing and Shanghai

Yes

Alston & Bird

$462m

NEWS >>

asian legal business ISSUE 8.5

The UK report

Six new partners for Berrymans Lace Mawer Berrymans Lace Mawer has promoted six new partners, which is one less than last year. Though fewer in number, the promotion round is nonetheless the biggest in the four years since 2004–05, when it promoted eight to partnership. CC’s London HQ bags most new partners, once again In its latest promotion round, Clifford Chance has made 35 new partners worldwide, spread across 12 of the firm’s 27 locations. The Magic Circle giant’s London HQ once again scored the highest number of these, receiving 11. Slaughters elects four new partners Slaughter and May has promoted four partners in its latest promotions round – with three-quarters awarded to women. This is a huge turnaround from last year when all five new partners were men. In another turnaround, the firm's flagship corporate practice only gained one new partner, Rebecca Cousin. Instead, Slaughters’ competition practice was unusually successful, with two promotions. Eversheds promotes 30 Matching last year’s record round of promotions, Eversheds has appointed 30 to partnership across its 23 international offices – with London scoring the largest increase with eight. Twenty-three per cent ce nt of of new new partners p rt pa rtne ners ne rs were wer w ere er e women, wome wo men me n, with n, w wit ith it h

Shepherd & Wedderburn scores Linklaters veteran Shepherd & Wedderburn has landed a major hire for its London office with Linklaters corporate partner Steven Turnbull joining the Scottish firm in May. Turnbull, who spent 32 years with the Magic Circle firm, has advised clients such as ARM Holdings, Electra Private Equity, Flemings and Orange.

commercial taking the most with three, followed by corporate with two. Herbies crafts new managing partner role Corporate partner David Willis has taken on the newly created role of managing partner at Herbert Smith. The move comes after a review of the firm’s management structure, where it was decided that the senior partner role held by David Gold should be supplemented. Shearman chiefs switch places After six years at the Shearman & Sterling helm in the UK, Kenneth MacRitchie is set to return to full-time fee-earning in project finance, with acquisition finance lawyer Anthony Ward filling the role as managing partner.

¨ ROUNDUP •

Lovells has become the latest major City firm to concentrate its promotions overseas, with just a third of the firm’s 18 new partners based in London

•

Clyde & Co has added nine new partners this year, more than doubling last year’s tally of four. Three of the new partners are based in London.

•

Berwin Leighton Paisner has promoted five associates to its partnership, bringing the total number of partners to 180. The number marks a slight dip from last year’s figure of six.

•

Salans has appointed a new UK head of tax following the hire of Hammonds partner Michael McCormack. McCormack’s practice focuses on tax issues in real estate, financial services, automotive and energy sectors.

•

Sullivan & Cromwell has added to its London tax practice with the hire of Michael McGowan from the UK arm of Shearman & Sterling. McGowan is no stranger to SullCrom – he was a visiting lawyer lawy la wyyer in in the the firm’s rm s tax tax group gro roup up p in in 1993. 1993 19 93.. 93

From p14 the ribbon on their Hong Kong operation for two more years. Interestingly, they did not go into Asia with an eye towards developing a broad mix of inbound and outbound work but rather with a sharp focus on serving private equity fund clients such as Bain Capital, Oaktree Capital and Sun Capital, which had themselves started to make inroads in China. “Our concept is a unique one”, admitted David Patrick Eich, Kirkland’s senior partner in Hong Kong. “There are already a lot of people in [the generalist] space, and we decided that we would focus entirely on inbound private equity work.” Among other things, this means that there is little need to think about any sort of strategic partnership or alliance with local firms. Kirkland’s clients, quips Eich, “want a Kirkland product that speaks Chinese.” American firms are taking other approaches to China as well – such as that of Wilmer Cutler Pickering Hale and Dorr, or WilmerHale for short. Founded in 1918, this venerable American firm is also a relative grey hair in the China market, having first opened its Beijing office in 2004. WilmerHale’s China office is not so much oriented around deal work as helping clients navigate the tricky intersection between commerce, government and regulation – a crossroads as intimidating to the newcomer as any peak-hour crosswalk in Shanghai. With its office in Beijing, WilmerHale joins other American firms such as Akin Gump in making a conscious decision to be where the political decisionmaking action is. This has allowed them to service an increasing number of clients in everything from winning approval for foreign investment to fighting intellectual property and dumping claims. According to local WilmerHale partner Lester Ross, while the assumption was that most of the Beijing office’s work would be inbound, “since opening we now do about 25% of our work on outbound matters”. Still, if any consensus exists about the right model for American law firms doing business in China, it is that there is no consensus. “I think people are wrestling with what is the best model for dealing with the considerable differences between how US law firms work and where the Chinese legal model is,” noted Eich. “Certainly McDermott’s strategic alliance with MWE China Law Offices [the firm set up by exAllBright partners John Huang and Kevin Qian] is one data point that a lot of attention was paid to last year.” Above all, American firms looking to open in China must remember that one size does not fit all. ALB

NEWS IN BRIEF

www.asianlegalonline.com

City firms target Singapore

BIG US FIRMS – OFFICES IN ASIA? (CONT) 2006 gross revenue (US$)

Hong Kong

China

2006 Rank

Firm

Wilson Sonsini

$460m

Shanghai

Sonnenschein

$459m

Howrey

$457m

Taipei

Kaye Scholer

$426m

Shanghai

Katten Muchin

$420m

Bryan Cave

$411m

Yes

Shanghai

Yes

Bangkok; Jakarta; Kuala Lumpur; Makati, Philippines

S’pore

Japan

Elsewhere

Dewey Ballantine

$408m

Covington & Burling

$408m

Wiley Rein

$407m

Nixon Peabody

$392m

Shanghai

Seyfarth Shaw

$391m

McGuireWoods

$387m

Schulte Roth

$369m

Perkins Coie

$356m

Beijing and Shanghai

Duane Morris

$336m

Yes

Hanoi; Ho Chi Minh City

Cooley Godward

$335m

Dorsey & Whitney

$329m

Yes

Shanghai

Jenner & Block

$320m

Troutman Sanders

$307m

Yes

Shanghai

Edwards Angell

$305m

No No

Sheppard, Mullin

$301m

Shanghai

Baker & Hostetler

$300m

Quinn Emanuel

$298m

Yes

Steptoe & Johnson

$293m

80 81 82 82 84 85

Fish & Richardson Blank Rome Dickstein Shapiro Shook, Hardy Stroock & Stroock Finnegan, Henderson Buchanan Ingersoll Venable Kilpatrick Stockton Womble Carlyle Wilson Elser Kramer Levin Cahill Gordon Mintz, Levin Sutherland Asbill Pepper Hamilton Patton Boggs Chadbourne & Parke Faegre & Benson Drinker Biddle Ballard Spahr

$286m $284m $281m $281m $275m $272m

No No No No No No

No Hong Kong No No No No

No No No No No No

No No No No No Yes

No No No No No Taipei

$271m $268m $266m $265m $265m $262m $260m $260m $259m $259m $255m $254m $248m $246m $243m

No No No No No No No No No No No No No No No

No No No No No No No No No No No Beijing Shanghai No No

No No No No No No No No No No No No No No No

86 87 88 89 90 91 92 92 94 95 96 97 98 99 100

>> NEWS >>

Following the start of the Singapore Government’s consultation process with international firms seeking licences, a number of firms have set in motion plans to obtain permission for locallaw practice. Although Linklaters and Clifford Chance – which both have JLVs already – and Freshfields – which quit Singapore last year – have told US media they are not interested, there appears to be quite a queue forming, with DLA Piper, Lovells, Ashurst, Herbert Smith and Norton Rose all telling Legal Week of their interest.

NB: Listing based on American Lawyer’s top 100 US firms

Singapore fling: SE Asia Law Awards approaches

his year’s ALB SE Asia Law Awards promises to be the biggest and best such event yet, with more categories and more nominees than ever before due to be feted the evening of 20 June at the Mandarin Oriental Hotel in Singapore. Along with free-flowing drinks and some of the best food in town, the event, which last year was described as the legal community’s “biggest and most glamorous night of the year”, will showcase the best of the legal profession and honour a community which in recent years has grown markedly and gone from strength to strength. The release of this year’s list of finalists has been keenly anticipated, with firms of all sizes looking forward to seeing in which categories they and their competition made

the cut. Given the peer-based nature of the awards – finalist nominations are based on an extensive research process based largely on intensive surveys of the legal community – recognition in each of these categories is particularly prestigious as it reflects the opinion of the wider legal community. Among the big winners in the finalist stakes are Allen & Gledhill, which took home nominations across 17 categories, Drew & Napier which drew 13, Linklaters which received eight, and firms such as Rodyk & Davidson, WongPartnership and Rajah & Tann which drew seven each. But along with the big players, the field of nominees also includes a number of first-timers, a fact which reflects the growing number of specialist and boutique firms

who have successfully carved out niches in the burgeoning southeast Asian arena. This includes a number of newcomers to the various countries’ Deal Firm of the Year categories, reflecting the vigour of nations such as Vietnam which are opening their economies to entrepreneurial dealmaking. Also new to the event this year is the Crimson Logic Award for Best Use of Information Technology. This award recognises the increasing importance of IT to service clients and the various ways electronic filing systems, knowledge management tools, client intranets and other electronic infrastructures can be deployed to provide better and more efficient legal services. For more information – including table bookings – visit www.albawards.com. ALB

NEWS >>

asian legal business ISSUE 8.5

ASIA-PACIFIC

The US report Dewey & LeBoeuf shuts down three US bases Dewey & LeBoeuf is set to close three of its US offices before the middle of next year, with the firm determined to focus its practice on the major capital markets. The Jacksonville office will be the first to bow out in December this year, with the Hartford and Austin offices following suit in February and March 2009. DLA Piper welcomes new IP head Clifford Chance’s former New York head of IP Drew Wintringham joined DLA Piper last month to lead the firm’s IP practice group in its New York office. The move fuels the firm’s plan to develop its patent litigation team in New York by increasing the count to at least five lawyers. Debevoise reveals strong 2007 figures Debevoise & Plimpton stands out as one of the strongest performers in the US with the New York firm’s 2007 financial results seeing both partner profits and fees climb by more than 20% over 12 months, including profits per equity partner, which rose to an impressive US$2.29m, and global revenues, which increased by 23.4% from US$575m in 2006 to US$709.54m.

Debt market down, CBs on the rise Proskauer Rose heads for Chicago It seems Proskauer Rose is finally ready to expand into the Chicago market. The firm recently recruited three attorneys from Mayer Brown to launch its new office in the mid-west city, to set up shop with a group of litigators in the insurance arena.

¨ ROUNDUP •

•

Thelen Reid Brown Raysman & Steiner recently laid off 26 associates and 85 staff in response economic struggles – at least one associate was laid off in each of the 550-lawyer firm’s nine offices

Covington & Burling nabbed a seven-lawyer private equity team from O’Melveny & Myers for its New York office Edwards Angell Palmer & Dodge welcomed corporate partner Walter Reed to the post of managing partner Chadbourne & Parke recruited a three-partner team from Thacher Proffitt & Wood for the firm’s first launch in Latin America – Mexico Cadwalader, Wickersham & Taft made up two partners to its private equity practice

homson Financial has released its quarterly health check on the markets. For Q1 2008, the Asia-Pacific debt market totalled US$48.1bn, down 34.2% from Q1 last year. This was the lowest first quarter figure since Q1 2003. At the current rate, it seems unlikely the market will reach last year’s record of US$273.9bn. Despite the overall debt downturn, government bonds rose 28% while sovereign bonds increased by 1.2%. Meanwhile, China’s booming IPO and equities market sustained gains with 22 A-share debuts, showing an average share price increase

SHANGHAI A-SHARE IPOS PROCEEDS RAISED Trade date

Proceeds (US$m)

So far 2008 Same period 2007 YOY change (%)

Deals

7,647.2

12,053.9

-36.6

Full year 2007

64,617.8

124

Full year 2006

16,937.6

ASIA-PACIFIC DEBT MARKET: VOLUMES PLATEAU Proceeds amount (US$m)

Deals

2000

91,166

883

2001

138,430

1,500

2002

135,077

1,568

2003

166,816

1,274

2004

192,048

1,198

2005

204,084

1,216

2006

272,011

1,338

2007

273,899

1,424

48,116

293

1Q 2008

Sources: Thomson Financial; NB: Figures exclude Japan, include Australia

of 94.1%. The proceeds of these IPOs total US$7.6bn, a 36.6% drop from the same period in 2007. Chinese firms that listed on domestic exchanges last year had a 113.6% average increase in their share prices. “Clearly the market’s not as hot as it was last year,” said Hubert Tse, MD of Yuan Tai PRC Attorneys. “However, it’s still in pretty good shape.” The bullish sentiment for Asia CBs reached a high point when Chinese petroleum giant Sinopec generated the largest CB offering on record – US$4.2bn. This helped China achieve the number two position after the US in terms of total value of CBs issued. ALB

>> NEWS

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ASIA-PACIFIC

Investment banking fees down after record 2007

homson Financial has also found that investment banking fees for Q1 2008 in Asia have dropped by 5.4% compared to the corresponding period for 2007. The study, which excluded investment banks in Japan, found there was strong variation from region to region. Fees in Southeast Asia were up by 25% (39% in Singapore), North Asia was up by 3% (33% in China) and Central Asia was up by 28%. However, this was balanced by declines of 34% in South Asia and 26% in Australasia. Overall, the equity capital markets fee segment declined by 16% while debt capital

markets declined by a huge 52%. The sharp decline in South Asia would seem to have strong implications for the work flowing through to law firms, although those contacted by ALB were not overly concerned just yet. “We were working on some deals which, due to market conditions, have been put on the backburner,” said Saurabh Misra, associate partner at Paras Kuhad & Associates, “but I personally believe that this is just a temporary phase and the markets are soon going to regain the same positive momentum they’ve displayed for much of the last few years.”

Other firms were similarly nonchalant. Rabindra Jhunjhunwala, partner at Khaitan & Co, said that his firm is still proceeding with preparatory work for IPOs: “Whether the capital markets side will feel a pinch depends on how the market behaves in the coming months. One cannot discount that some of the proposed IPOs may get delayed if there is no stability in the market in the near future.” Jhunjhunwala saw M&A work, however, being largely unaffected: “The number of deals has not reduced. We are, in fact, having to refuse work … India is still hot and we’re busy with several things,” he said. ALB

INVESTMENT BANKING FEES – ASIA-PACIFIC (EXCLUDING JAPAN) YTD 2008, compared with same period 2007 M&A Value (US$m)

Equity market

Deals

YTD 2008

1,381

1,845

YTD 2007

1,333

2,035

Year-on-year change (%)

3.6

Value (US$m)

Deals

557

162

663

319

-15.9

Debt market Value (US$m)

Deals

240

153

267

-52.3

Loans Value (US$m)

Total fees

Deals

Value (US$m)

Deals

122

2,103

2,369

173

2,224

2,794

23.5

-5.4

Source: Thomson Financial

ASIA-PACIFIC

Sullivan & Cromwell tops Asia-Pacific league tables

ullivan & Cromwell topped the Asia-Pacific league tables for legal advisers to M&A and private equity buyouts, according to the latest mergermarket.com survey. The fi rm topped the Asia-Pacific (excluding Japan) tables with US$227bn in deals, spread across seven transactions. Also in the top five were Skadden, Al-

lens Arthur Robinson, Lovells and Herbert Smith. While many of the world’s dealmakers seem to be operating in slow pitch, rather than fast ball, mode for Q1, the tables suggest that M&A in Asia is showing signs of turning the tide. Some 13 new Asian deals involving companies with market caps above US$100

million were announced in March. Meanwhile brokers are taking heart in the old legal disclaimer that past performance is not necessarily indicative of future results, hoping that the worst is over and that the flailing equity markets are beginning to touch the bottom of the pool, if only with the tips of their toes. ALB

NEWS >>

asian legal business ISSUE 8.5

CHINA

Sheppard Mullin builds on US-China connection

UGGC goes for growth UGGC & ASSOCIÉS – FIRM SNAPSHOT • Paris-based full service business law firm • 150 lawyers • 33 partners • 6 foreign offices (in Brussels, Casablanca, Beijing, Shanghai, Guangzhou and Taipei) • 45% of transactions are international

S firm Sheppard Mullin Richter & Hampton has announced the opening of a Silicon Valley office. The firm, which opened a Shanghai office last year, hopes to use its Silicon Valley presence to enable it to capitalise on the growing business nexus between China and Silicon Valley, especially in IP, venture capital and M&A. “A Silicon Valley presence is integral to Sheppard Mullin now being better positioned to handle high-value work for Asian clients in the US,” said David Huebner, Shanghai-based head of the China Practice.

Miller Canfield also looks to expand into China US-based law firm Miller Canfield has followed up its previous expansions into Canada and Eastern Europe with the announcement that it has filed an application with the Ministry of Justice of the People’s Republic of China requesting approval to open a representative office in Shanghai. The fi rm, which is one of Michigan’s largest with over 350 lawyers, envisages that its Shanghai office would serve North

American and European clients in a number of sectors including life sciences and automotive and non-auto manufacturing, and would expand the firm’s services in IP, environmental law, corporate and securities, including cross-border mergers, acquisitions, joint ventures and foreign direct investment. Miller Canfield principal Thomas Appleman will lead the new office. Appleman, who has 27 years’ experience in corporate and securities law, will be joined by life sciences attorney Weisun Rao, who specialises in patent law and IP transactions. Rao is a Chinese national, fluent in Mandarin and English. “Shanghai is China’s technology hub and its largest commercial, financial, industrial and communications centre,” said Michael Hartmann, CEO of Miller Canfield. “Opening an office in China is a natural expansion of our international practice and for our growing work in the Asian Pacific Rim.” If approved, Miller Canfield expects to open the office in the fourth quarter of 2008. ALB

SINGAPORE

Senior Allen & Gledhill partner to become Minister for Law

Shanmugam SC, senior partner at Allen & Gledhill, will become Singapore’s new Minister for Law and Second Minister for Home Affairs on 1 May. Shanmugam is the only new face in

Prime Minister Lee Hsien Loong’s cabinet reshuffle. Allen & Gledhill partner Andrew Yeo will take over as head of the firm’s Litigation & Dispute Resolution practice. ALB

ndependent French firm UGGC & Associés has reached an agreement with French rival Adamas whereby the partners formerly of Adamas Asia will join UGGC & Associés. UGGC has thereby added five new partners to its ranks – Franck Desevedavy, Olivier Dubuis, Olivier Lefébure, Alina Quach and Arnaud Depierrefeu. Desevedavy and Quach will join the firm’s Beijing team while Dubuis and Depierrefeu will be based in Shanghai. Desevedavy is also in charge of the Taiwan office. Lefébure is the partner in charge of the firm’s Asia Desk in Paris. ALB

SINGAPORE

ATMD expands dispute resolution practice

ingapore law firm Alban Tay Mahtani & de Silva has expanded its respected dispute resolution practice group with the appointment of Anand Nalachandran as partner. Nalachandran has over seven years of experience in general litigation and has advised corporate and individual clients on a wide range of legal matters including commercial contracts, employment matters, personal insolvency and tenancy disputes. ALB

www.asianlegalonline.com

>> NEWS

NEWS >>

asian legal business ISSUE 8.5

Financial UPDATE Where to invest now?

International Tax UPDATE Residence and Domicile The 2008 UK Budget Changes – continued

t seems like every person and their dog has been investing in Hong Kong property during the past two to three years! There is no doubt that lots of money has been made in the process; but all good things come to an end. The number of property transactions completed during the past month or so has fallen dramatically and prices generally are declining. According to local property agents, “we are now experiencing a period of consolidation”. Stock markets have also been extremely volatile recently – up one day down the next. The US economy has undoubtedly contributed to the world’s woe’s by virtue of the sub-prime crisis and concern over where the US dollar is heading. At the moment cash may be regarded as king. However, with the demise of Northern Rock in the UK and the bail-out of Bear Stearns in the US, investors should look closely at where they leave their cash. Is the institution ‘safe’? What is the ‘credit rating’? Does statutory protection apply? The old adage “don’t put all of your (cash) eggs in one basket” could come back to bite you if you don’t follow this. In reality we probably have a tough two years or so ahead of us. Never-the-less, during this time there will be opportunities to be had. You must be patient however; have a good understanding of the cyclical nature of markets and various asset classes, and be ready to act quickly when the time is right. This does require a ‘finger on the pulse’; if you are too busy and/or simply not inclined to actively search for, thoroughly investigate, and then take advantage of opportunities, Horwath can help. In fact, if you’re looking for a current investment tip – at least in the context of a general article – you might consider student and key-worker accommodation as a fairly unique asset class/ investment opportunity. Historically, investments of this nature have produced consistent returns of around 10% p.a. relatively unaffected by stock markets, and even property cycles. These returns are driven by an increasing demand for quality purposebuilt accommodation, and insufficient supply. To find out how best to include this unique asset class within your portfolio, please contact David Bojan for further details.

Non Resident Trusts There was a concern that the tax rules would change adversely for non domiciled but UK resident settlors. However, this has proved not to be the case, but instead non domiciled beneficiaries feel the brunt of the new changes arising from the UK Budget, as affecting trusts. Non domiciled beneficiaries will be taxed on the remittance basis for distributions made to them from 6th April 2008. Any untaxed income or gains implicit within the distribution will be taxed in the hands of the beneficiary in the year it is remitted. Trustees will be allowed to re-base their trust assets on 5th April 2008 – so that they would have been deemed to have sold and then re-bought the assets on that date, thus crystallising their then cumulative gains before the imposition of the new rules. Generally trustees must elect to rebase the assets by 31 January 2009, and once elected this applies to all assets of the trust. Gains are matched with capital distributions on a LIFO basis. This applies even to UK domiciled individuals too - previously they were matched on a FIFO basis. The change does not affect gains that are realised prior to 6th April 2008 but that are not remitted until subsequently. These will still be tax free when remitted. Any supplemental charge where there is a change of ownership of a trust (under s91 TCGA) for remittance users will be based on the date the capital payment is remitted by the trustees, not the date it is remitted to the UK.

Non Resident Companies Anti avoidance legislation that taxes UK domiciled residents on chargeable gains made by their own non-UK resident company are now extended to non UK domiciled individuals living in the UK. For non UK domiciles living in the UK, owning a UK property through an offshore company will now mean that the gain is taxable. This has already impacted the UK housing market.

Offshore Mortgages David R. Bojan Managing Director Horwath Financial Services Ltd. Tel: (852) 2511 8337 Fax: (852) 2802 7613 Email: drb@hfs.com.hk

David R. Bojan

From 6th April 2008, payment of offshore mortgage interest on a UK property from untaxed foreign income will now be deemed to have been remitted to the UK, and so be taxable. Any mortgages at 12 March 2008 will be exempt from this new charge until 2028, unless the terms of the mortgage loan are varied or a new loan taken out. Debbie Annells, Managing Director, AzureTax Ltd, Chartered Tax Advisers Suite 4708, The Center, 99 Queen’s Road, Central, 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

>> NEWS

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various

Bryan Cave

Bryan Cave adds further partners in Hong Kong LATERAL HIRES Name

Leaving

Going to

Practice

Location

Neil Campbell

Paul Hastings

O’Melveny & Myers

Investment funds and securitisation

Hong Kong

Irving Choh

Rajah & Tann

KhattarWong

Litigation

Singapore

Peter Chow

Baker & McKenzie

Bryan Cave

International arbitration and construction disputes

Hong Kong

Chua Beng Chye Rajah & Tann

KhattarWong

Litigation

Singapore

Arnaud Depierrefeu

Adamas

UGGC & Associés

Foreign investment and associated areas

Shanghai

Franck Desevedavy

Adamas

UGGC & Associés

Foreign investment and associated areas

Beijing

Olivier Dubuis

Adamas

UGGC & Associés

Foreign investment and associated areas

Shanghai

Ng Yeow Khoon Shook Lin & Bok

KhattarWong

Litigation

Singapore

Ignatius Hwang

Freehills

Bryan Cave

International trade and Projects

Hong Kong

Calvin Lai

Sullivan & Cromwell

Freshfields Bruckhaus Deringer

Corporate

Hong Kong

Olivier Lefébure

Adamas

UGGC & Associés

Foreign investment and associated areas

Paris

Richard Nelson

Linklaters

Herbert Smith

Energy/ Infrastructure/ Project finance

Singapore

Alina Quach

Adamas

UGGC & Associés

Foreign investment and associated areas

Beijing

PROMOTIONS Firm

Name

New role

Location

Allen & Overy Allen & Overy

Suparerk Auychai

Partner

Bangkok

Richard Kim

Partner

Shanghai

Allen & Overy

Roger Lui

Partner

Hong Kong

Allen & Overy

William Woo

Partner

Hong Kong

Allen & Overy

Ji Zou

Partner

Shanghai

Clifford Chance

Andrew Brereton

Partner

Singapore

Clifford Chance

Lee Taylor

Partner

Singapore

CMS Hasche Sigle

Colin Liu

Local Partner

Shanghai

Allen & Gledhill

Andrew Yeo

Head of Litigation & Dispute Resolution

Singapore

Freshfields Bruckhaus Deringer

Antony Dapiran

Partner

Beijing

various

A&O/CC

UK leviathans reveal partnership appointments Magic Circle firms Allen & Overy and Clifford Chance have both revealed their latest round of partnership appointments. Allen & Overy announced 28 new partners globally, Lee Taylor with five in Asia. The new Asia partners are Shanghaibased corporate lawyers Richard Kim and Ji Zou and Hong Kong-based William Woo and Roger Lui, from the corporate and banking practices respectively. The final partner is Suparerk Andrew Brereton Auychai from the Bangkok banking practice. Meanwhile, Clifford Chance has appointed 35 new partners, with only two in Asia. These are Lee Taylor and Andrew Brereton, from the corporate and finance areas respectively, and both based in Singapore. It is tempting to make a comparison between the two announcements and to draw inferences from the lower

number of Asian partners appointed by Clifford Chance as well as the emphasis on Singapore. However, a Clifford Chance spokesperson affirmed the firm’s commitment for balanced growth across Asia and pointed out that the most recent hires needed to be seen in the context of all senior partner hires in Asia over the past two years, which included corporate partner Rupert Li and finance expert Bruce Schulberg in Beijing, litigator Brian Gilchrist in Hong Kong and, most recently, funds specialist John Fadely in Tokyo. various

KhattarWong

KhattarWong boosts lit practice In the latest of a series of aggressive moves to expand the firm, KhattarWong has announced that it has added three new partners to its litigation practice: Irving Choh, Ng Yeow Khoon and Chua Beng Chye. The expansion is an example of how firms are responding to the macroeconomic environment. “With the recent uncertainty in the US sub-prime market and the possible backlash in Singapore, we feel that the new partners will strengthen our litigation practice considerably,” deputy managing partner K Anparasan said.

Bryan Cave has recruited Ignatius Hwang to join the firm’s Hong Kong office as a partner. Hwang, formerly of Freehills, will lead Bryan Cave’s projects practice in Asia and will practise with Ignatius Hwang the firm’s International Trade Client Service Group. Hwang’s appointment follows the recent addition of partner Mao Tong to the Hong Kong office. Linklaters

Herbert Smith

Herbert Smith Singapore expands energy team In line with a strategic plan to build its energy and related finance practices in Southeast Asia, Herbert Smith has appointed Richard Nelson as a specialist energy and infrastructure partner in its Singapore office. Nelson, formerly of Linklaters, has also spent time on secondment at BP. Herbert Smith hopes to leverage his experience with energy and infrastructure and project finance to gain a foothold in the enormous pipeline of projects on offer in the region, particularly in the oil, gas and coal sectors. Paul Hastings

O’Melveny & Myers

Activity at O’Melveny continues O’Melveny & Myers has featured regularly in the appointments pages of ALB recently and they’re back again this month with the appointment of securitisation specialist Neil Neil Campbell Campbell as partner. O’Melveny began searching worldwide for lateral partners to help grow its securitisation practice a year ago. The firm is still in recruitment mode for additional securitisation partners for its New York and London offices. SullCrom

Freshfields

Freshfields strengthens corporate team with two additions Securities and M&A specialist Calvin Lai has left Sullivan & Cromwell to join Freshfields Bruckhaus Deringer in Hong Kong. Lai will strengthen the firm’s corporate practice group, as will the promotion of Antony Dapiran to partner.

Regional updates

asian legal business ISSUE 8.5

Each month, ALB draws on its panel of country editors to bring readers up to date with regulatory developments across the region

CHINA

Paul Weiss

Foreign Investment in Securities Joint Ventures PHILIPPINES

SyCip Salazar Hernandez & Gatmaitan

MALAYSIA

Tay & Partners

SINGAPORE

Loo & Partners

INDIA

Singh & Associates

For more information about ALB regional updates and how to participate, contact Peter Chau (+852 2815 5988)

CHINA

Following China’s accession to the World Trade Organization in December 2001, the China State Securities Commission (“CSRC”) promulgated the Rules on the Establishment of Securities Companies with Foreign Equity Participation (the “Old SJV Rules”) in June 2002 to put in place the framework for the regulation of foreign-invested securities companies (“Securities JVs”). Amid strong pressure from foreign investment banks to liberalize the securities market in China further, CSRC promulgated a revised version of the Old SJV Rules (the “Revised SJV Rules”) on December 28, 2007 and at the same time issued the Provisions for the Establishment of Subsidiaries of Securities Companies (Trial Implementation) (the “Subsidiaries Provisions”). The Revised SJV Rules and the Subsidiaries Provisions both took effect on January 1, 2008 which set into motion certain significant changes to the existing regulatory regime. One of the key changes is the removal of the requirement that a foreign invested Securities JV must be established in the form of a limited liability company, thus making it impossible to become a public company. Under the Revised SJV Rules, a foreign investor may invest in a domestic listed securities company by either acquiring its shares on a local stock exchange or by becoming a foreign strategic investor in a domestic listed securities company and hold its shares subject to CSRC’s approval. In addition, requirements for the foreign shareholder of a Securities JV have been relaxed: the minimum track record of having conducted securities business in its home country is reduced from ten years to five and only one of the foreign investors is required to be a qualified financial institution. Such a relaxation paves the way for foreign banks and other institutional investors to be involved in

Securities JVs. Furthermore, a Securities JV is now permitted to engage in sponsoring in addition to underwriting of shares and bonds which was the only permitted activity. Despite the positive regulatory changes made, foreign investors are generally disappointed that the one-third total foreign equity ceiling for a Securities JV was not lifted and that brokerage of A-shares are still out of bounds for a Securities JV. Nevertheless, given the PRC government’s concern that domestic securities companies are still not sufficiently strong to compete with foreign firms, liberalization of foreign investment in the PRC securities industry would remain incremental and protracted. Written by: Jeanette Chan, partner Lily Zhuo, China law consultant Paul, Weiss, Rifkind, Wharton & Garrison For more information please contact: Paul, Weiss Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Office Tower A No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 PRC Jeanette K. Chan, partner Email: jchan@paulweiss.com Ph: (8621) 5828-6300 or (852) 2536-9933

Jeanette K. Chan

PHILIPPINES

Interconnection Rules Mandate Reference Access Offers To facilitate fair and expeditious interconnection among telecommunications networks, the National Telecommunications Commission (NTC) issued Memorandum Circular 10-07-2007 in July 2007 requiring authorized public telecommunications companies to develop and publish Reference Access Offers (RAO) for specific services.

>> NEWS

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The circular defines RAO as a default offer or agreement containing the terms and conditions, including prices, on which a public telecommunications company is prepared to provide access and other related services to any access seeker. Interconnection is a specific type of access that refers to the physical linking of networks to allow a subscriber of a public telecommunications or value-added service company to access another’s networks, facilities, services and subscribers. The RAO is similar to the Reference Interconnection Offers (RIO) used in other jurisdictions as a regulatory tool to facilitate interconnection. The RAO circular aims to enforce the mandate of the Public Service Act, the Public Telecommunications Policy Act of 1995 and Executive Order 59 for telecommunications operators to interconnect on fair, reasonable and nondiscriminatory terms. Dominant operators have little or no incentive to negotiate reasonable terms of access with other companies. While the circular still allows parties to negotiate individualized agreements, it now also allows access seekers the option to enter into an interconnection agreement by unconditionally accepting a RAO. In either case, however, NTC does not prescribe the specific terms and conditions of the agreement. Accordingly, the access provider must stipulate prices, terms and conditions in the RAO as to represent a definite offer that is sufficient in substance and form, so that an access seeker may accept the offer without further negotiation. Moreover, the terms of access must reflect cost-based pricing and should be equivalent to that which the access provider provides to itself, its affiliates or other access seekers. Access agreements for network, mobile data and Internet access services, whether domestic or international, are required to be offered under a RAO. A RAO is subject to NTC approval. Its terms may be rejected or modified before it is published on the websites of NTC and the access provider. The approved terms and conditions are deemed valid offers for a period of three (3) years, unless otherwise specified by NTC. The transparency from publication is expected to reduce access-related disputes and protect not only non-dominant operators but also new entrants against abuse by dominant rivals. The RAO circular marks the implementation of NTC’s new competition policy to check on the anti-competitive

behavior of dominant market players in the telecommunications industry. NTC is currently holding industry and public consultations on the implementing guidelines to the RAO circular. Written by: Ruben P. Acebedo II Sycip Salazar Hernandez & Gatmaitan SSHG Law Centre 105 Paseo de Roxas Makati City 1226 Phone: (63 2) 817-9811 to 20 loc. 346 Fax: (63 2) 817-3896 Email: rpacebedo@syciplaw.com Website: www.syciplaw.com

Ruben P. Acebedo II

MALAYSIA

Securities Commission pursues civil action in market manipulation case In a milestone case, the Malaysian Securities Commission ( SC ) filed civil proceedings against 2 Malaysians and 8 foreign defendants for market rigging, market manipulation and fraud charges in the trading of shares of Iris Corporation Berhad ( Iris ). Iris is listed on the MESDAQ Market of Bursa Malaysia. This marks a new approach in SC’s efforts to combat market rigging. Over a period from September 2005 to May 2006, shares in Iris went up 17 times. In a statement of claim filed in the Kuala Lumpur High Court, the SC described the modus operandi of the alleged perpetrators. This involved ‘stacking the orders’ where huge buy orders were keyed in by local stock brokers at prices which were marginally lower than the last done price to give a false impression of enormous demands for Iris shares. These orders were usually unfulfilled but it stirred intense interest in Iris shares amongst local investors. The perpetrators then unloaded their holding of Iris shares and proceeded to repeat the cycle. The SC alleged that the perpetrators used more than 100 trading accounts

and layered their origination orders through many foreign intermediaries, including companies in Cayman Islands and British Virgin Islands. In Malaysia, their holdings of Iris shares were housed in custodian accounts of several leading international investment banks. In the investigations, SC said in its press release that it worked with US Securities and Exchange Commission, Financial Services Authority UK, Monetary Authority of Singapore, Hong Kong Securities and Futures Commission, BVI Financial Services Commission and Cayman Island Monetary Authority. Investors and market-watchers alike applaud SC’s action under the Securities Industry Act 1983 ( which has since been superseded by the Capital Markets and Services Act 2007 ) as it seeks various remedies including declaration of the perpetrators as constructive trustees of their ill-gotten gains, order to trace their assets and properties to enable restitution to be made to the affected investors through the SC, and exemplary damages. In addition to this civil action, SC had earlier revoked 2 dealers’ representative licences and fined 2 local stock broking firms – actions which are administrative in nature. Obviously, these administrative sanctions were incapable of compensating affected investors and therefore this pursuit of civil remedies is much welcomed. It definitely marks the beginning of a more vigorous approach in policing the Malaysian bourse and it augurs well for the securities market and Malaysia’s reputation. Written by: Tay Beng Chai Tay & Partners 6th Floor, Plaza See Hoy Chan, Jalan Raja Chulan 50200 Kuala Lumpur, Malaysia Phone: +603-2050 1888 Fax: +603-2031 8618 E-mail: bengchai.tay@taypartners.com.my

Tay Beng Chai

asian legal business ISSUE 8.5

SINGAPORE

Responsibilities of Board and Financial Advisers in Assessing Acquisitions involving Profit Guarantees On 24 March 2008, the Singapore Exchange Limited (“SGX”) issued a News Release in the Regulator’s Column (please refer to www.sgx.com for the full details) setting out the responsibilities of boards of directors and their financial advisers in assessing acquisitions involving profit guarantees. The release is issued as a number of listed companies have proposed to acquire businesses or assets where the purchase consideration is based on or includes profit guarantees provided by vendors, in order to put safeguards to ensure that investors’ interests are protected. The Release provides that company directors and their financial advisers should pay particular attention in assessing such deals when they are influenced by profit guarantees from the vendors. Following the acquisition, the company should make timely announcement on whether the guaranteed profit is met. The company should disclose in appropriate detail in the amount of and reasons for the shortfall and how the company is to be compensated if the guaranteed profit is not met. The directors should check that such guarantees are realistic, taking into consideration the historic performance and prospects of the businesses or assets to be acquired. The SGX also wants a company to ensure that there are safeguards to protect investors’ interests if its purchase fails to meet its profit guarantee. Further more, a company has to ensure that the proposed acquisitions are in compliance with all relevant rules and regulations, including the Exchange’s requirements on Very Substantial Acquisitions, Major Transactions

and Discloseable Transactions. The responsibilities of a financial advisor are to provide the Board with their opinion whether the proposed acquisition is on normal commercial terms. This opinion should also cover whether the proposed acquisition is prejudicial to the interest of the company and its shareholders. In addition, a financial advisor is required to be prepared to fully disclose the basis for its opinion if asked by the Board, the shareholders of the company or the Exchange. The SGX will soon be determined if amendments should be made to SGX listing rules to provide more guidance on the responsibilities of the boards and financial advisers in assessing acquisitions involving profit guarantees. Written by: Ms Eng Hui Ting & Ms Chen Shu Ms Eng Hui Ting Corporate Finance Executive Ph: (65) 6322-2237 Fax: (65) 6534-0833 E-mail: enghuiting@loopartners. com.sg

Ms Chen Shu Legal Executive, Corporate Practice Ph: (65) 6322-2230 Fax: (65) 6534-0833 E-mail: chenshu@loopartners.com.sg

Loo & Partners, 88 Amoy Street, Level Three, Singapore 069907.

INDIA

In the new millennium Indian economy has greatly developed with infusion of more flexible and accepting policies. Over the years, the twin-objectives of monetary policy in India have evolved as: maintaining price stability and ensuring adequate flow of credit to facilitate the growth process. While the Reserve Bank of India (RBI) is the monetary authority of the country, it has also been entrusted with the work relating to banking regulation and supervision, viz. the Banking Regulation Act, 1949. The RBI exercised a tight regime of exchange control particularly under the Foreign Exchange Regulation Act (FERA), 1973; but, a qualitative change was brought about in the legal framework to enable liberalisation by the enactment of the Foreign Exchange Management Act (FEMA) in June 2000 which replaced FERA. With this, the objectives of foreign exchange regulation have been redefined as the facilitating of external trade and payments as well as the orderly development and functioning of the foreign exchange market in India. Few recent developments in Exchange Control and FEMA in the year 2007-2008 are as follows:

Exchange control Authorised banks are now permitted to remit maturity proceeds of FCNR(B) {Forward Contracts Non residents} deposits to third parties outside India on obtaining specific authorization from the account holder. Non-Resident Ordinary (NRO) account can be operated by a resident Power of Attorney holder for the purpose of making: i) All the local payments in rupees ii) Remittance outside India out of current income earned in India, net of applicable taxes. iii) Resident individual can now surrender the foreign exchange received / realised / unspent / unused within a period of 180 days

Overseas investment

Key developments in India regarding exchange control / foreign exchange management act for the year 2007/2008

Venture Capital Funds (VCFs), registered with SEBI, can invest in equity and equity-linked instruments of off-shore venture capital undertakings, subject to the overall limit of USD 500 million. Indian parties are permitted to acquire shares of a foreign company by swap or exchange of ADRs / GDRs (American Depository Receipt / Global Depository Receipt) issued to the foreign company.

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Few changes in regulations regarding overseas investments are as follows: i) Overseas investment by an Indian party in all its Joint Venture (JV)/ Wholly Owned Subsidiary (WOS) abroad has been enhanced from 200% to 400% of its net worth. ii) Overseas investment shall now include 100% (as against 50% earlier) of the amount of guarantees issued by an Indian party to or on behalf of its overseas JV / WOS. iii) Indian party is now permitted to pledge shares held in a JV/WOS outside India, to an overseas lender as security for availing fund based or non-fund based facilities for itself or for the JV/WOS. v) The limit for a listed Indian company to invest in the equity shares of listed foreign companies has been enhanced from 25% to 50% of the net worth of listed Indian company.

Foreign Direct Investment (FDI) Only fully convertible preference shares and fully convertible debentures shall be treated as equity for the purpose of computing sectoral cap on foreign equity. Accordingly, nonconvertible, optionally convertible or partially convertible preference shares / debentures shall be treated as ECB. With effect from November 2007, either equity instruments are to be issued within 180 days of the receipt of advance / share application money or such advance to be refunded immediately to the non-resident investor. Form FC-GPR is revised and divided in Part A (details of investment made in a particular entity) and Part B (nature of an annual return pertaining to all investments made in a financial year) in order to capture details of FDI in a comprehensive manner.

and innovations in this decade definitely shows that we are indeed in the right direction of attaining the objectives of monetary policy as transparently expressed. Written by: Gunita Pahwa, Partner Singh & Associates N-30, Malviya Nagar New Delhi-110017 INDIA Phone: +91-11-26680927, +91-11-26687993, +91-11-26680331 Fax: +91-11-26682883 website: www.singhassociates.in

Gunita Pahwa

Conclusion External Commercial Borrowings (ECB) Limit for prepayment of ECB has been enhanced from USD 400 million to USD 500 million. But, ECB for the purpose of development of integrated township is prohibited.

In view of the forgoing, the relevance of RBI and its monetary policy for inducing growth is obvious. This is what Indian monetary policy has aimed to achieve. The steep upward growth in investments, entrepreneurial activities

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ALB LAW AWARDS

asian legal business ISSUE 8.5

ALB ASIAN LEGAL BUSINESS

Japan Law Awards

Twenty-four categories. Twenty-five deals. Twenty-four in-house teams. Over 60 law firms. The cream of the Japanese legal profession will gather on 30 May at the Ritz-Carlton Hotel, Tokyo, okyo, to honour the best of the best. Here we reveal the full list of finalists

► BOOK YOUR TABLE NOW! In order to be there at the fabulous Ritz-Carlton Hotel in Tokyo on 30 May, book a table for the ALB Japan Law Awards 2008 online at www.albawards.com or contact Peter Chau (peter@kmimail.com) or Ryan Wan (ryan@kmimail.com) on +852 2815 5988

► ALB LAW AWARDS SERIES The ALB Japan Law Awards 2008 is the third in a series of award ceremonies hosted by ALB around the Asia-Pacific region that seek to reward the largest, most innovative and complex legal work carried out by lawyers during 2007. ALB Law Awards for the China region were held in Shanghai on 25 April, while awards for Australasia will be held on 22 May in Sydney, and for the SE Asia region in Singapore on 30 June, and for the Hong Kong region in Hong Kong on 19 September.

► ASSESSMENT OF DEALS Short-listed transactions must have closed during the 2007 calendar year to be eligible for consideration. While many transactions will involve multiple legal jurisdictions, each deal will be allocated to a specific ALB event – governed by where the majority of the legal work was completed. The ALB editorial and management team defined four criteria for judging the overall excellence of any given deal. These are as follows: Size: the financial value of the deal and the quantity of legal work involved Complexity: the degree to which advanced legal and financial techniques and structures have been applied to the deal Breadth: the degree to which the deal spanned jurisdictions, practice areas, parties and industries Innovation: the degree to which the deal involved groundbreaking, original legal techniques and structures While every attempt is made to ensure all parties are included, the omission of a firm from a transaction does not mean it did not play a role in the transaction.

ALB LAW AWARDS

www.asianlegalonline.com

And the finalists are...

firm awards

DISPUTE RESOLUTION FIRM OF THE YEAR

INTERNATIONAL RISK AWARD

INTELLECTUAL PROPERTY FIRM OF THE YEAR

CATEGORIES FIRMS OF THE YEAR

• • • • • •

Dispute Resolution Insolvency Intellectual Property Offshore

TMI Yuasa and Hara Momo-o, Matsuo & Namba Mori Hamada & Matsumoto Seiwa Patent & Law Nakamura & Partners

• • • • •

IN-HOUSE TEAMS OF THE YEAR Banking & Financial Services Technology, Media and Telecommunications Trading Company International Investment Bank Japanese Investment Bank Japan In-House Lawyer of the Year Japan In-House Team of the Year

DEALS OF THE YEAR Real Estate Deal of the Year Securitisation Deal of the Year Debt Market Deal of the Year Equity Market Deal of the Year M&A Deal of the Year International Deal Team of the Year Japanese Deal Team of the Year International Dealmaker of the Year Japanese Dealmaker of the Year Japanese Deal Firm of the Year Japan Deal of the Year

► HOW THE BIG FOUR FARED Nagashima Ohno & Tsunematsu Mori Hamada & Matsumoto Anderson Mori & Tomotsune Nishimura & Asahi

16 15 14 5

International Risk International Risk (www. intl-risk.com), formerly the regional investigative arm of a major global accounting and professional services firm and now a wholly-owned subsidiary of NYSE-listed FTI Consulting Inc. (www.fticonsulting.com), is the leading risk mitigation consulting and investigative organisation in Asia.

• • • • •

International Risk provides comprehensive business risk solutions including brand protection strategies & intellectual property investigation services, investigative due diligence services, fraud and corporate investigations, business intelligence, political and security risk assessments and crisis containment services to the world’s leading law firms and organizations. International Risk has offices strategically located in Hong Kong, Tokyo, Beijing, Shanghai, Guangzhou, Singapore, New York and San Francisco, and operates globally.

• • • • •

Stuart Witchell, Vice President & Japan Representative Stuart is responsible for directing International Risk’s business and operations in Japan. In his role he manages investigative due diligence, fraud investigations, business intelligence, brand protection and risk mitigation consulting assignments. Before joining International Risk, Stuart’s previous career was serving as a diplomat with the British Government.

Nagashima Ohno & Tsunematsu Mori Hamada & Matsumoto Anderson Mori & Tomotsune Herbert Smith Morrison Foerster

INSOLVENCY FIRM OF THE YEAR

Osaka Lifetime Achievement Award

Momo-o, Matsuo & Namba Nishimura & Asahi City-Yuwa Miyake Imai & Ikeda Bingham McCutchen

OFFSHORE FIRM OF THE YEAR Appleby Conyers Dill & Pearman Dillon Eustace Maples & Calder Walkers

OSAKA FIRM OF THE YEAR • • • •

H Okada Oh-Ebashi LPC Kikkawa Law Offices Kitahama Group

LIFETIME ACHIEVEMENT AWARD • Shigeaki Momo-o (Momo-o, Matsuo & Namba) • Nobuyuki Tomotsune (Anderson Mori & Tomotsune) • Harumichi Uchida (Mori Hamada & Matsumoto) • Kaoruhiko Suzuki (Paul Hastings) • Kunio Aoki (Baker & McKenzie GJBJ)

For full details of the finalists and why they made the cut, visit www.albawards.com 31

ALB LAW AWARDS

asian legal business ISSUE 8.5

inhouse awards LEGAL FUTURES JAPAN AWARD

BANKING & FINANCIAL SERVICES IN-HOUSE TEAM OF THE YEAR Legal Futures Japan Legal Futures offers professional and specialised legal, compliance and financial services recruitment expertise throughout Asia placing the highest caliber candidates within the banking and financial services, private practice and corporate sectors. Amber Clinton, Senior Consultant, Legal Futures Japan K.K. Amber is a senior consultant and has many years of success in placing financial services executives, lawyers, compliance officers, documentation officers, paralegals, and mid-office personnel at all levels for the financial services sector in Japan.

• • • • • •

Citigroup Japan Aozora Bank ORIX GE Shinsei Bank Sumitomo Matsui

TECHNOLOGY, MEDIA & TELECOMMUNICATIONS IN-HOUSE TEAM OF THE YEAR • • • • • •

JTV NEC Legal Division IBM Japan NTT DoCoMo Jupiter Telecommunications (J:COM) Toshiba

TRADING COMPANY IN-HOUSE TEAM OF THE YEAR • • • • • • •

GE GM ITOCHU Marubeni Corporation Mitsui Group Mitsubishi Corporation Sumitomo Group

► LCP REIT ACQUISITION FROM GE REAL ESTATE Firms: Nagashima Ohno & Tsunematsu, Anderson Mori & Tomotsune Banks: UBS Securities Accountants: Ernst & Young ► LASALLE INVESTMENT – ASSET REALTY MANAGERS CO Firms: Nagashima Ohno & Tsunematsu,

• • • •

JPMorgan Morgan Stanley Merrill Lynch UBS

JAPANESE INVESTMENT BANK IN-HOUSE TEAM OF THE YEAR • • • •

Daiwa Mitsubishi UFJ Nomura Citigroup Japan

JAPAN IN-HOUSE LAWYER OF THE YEAR • • • • • • •

Aaron Eddington, UBS Akiko Yamahara, Nikko Citigroup Chikara Momata, Citigroup Japan Fuji Okada, NEC Laurence Bates, GE Tomoko Asahi, Merrill Lynch Ushio Kawaguchi, Toshiba

JAPAN IN-HOUSE TEAM OF THE YEAR TO BE ANNOUNCED ON THE NIGHT

deals of the year REAL ESTATE DEAL OF THE YEAR

INTERNATIONAL INVESTMENT BANK IN-HOUSE TEAM OF THE YEAR

Mori Hamada & Matsumoto Banks: UBS Securities Accountants: PwC ► ALIGNMENT OF CAPITAL AND MORIMOT/BLIFE Firms: Nagashima Ohno & Tsunematsu, Mori Hamada & Matsumoto, Ushejima & Partners Banks: CMTB ► SHERATON TOKYO BAY HOTEL ACQUISITION Accountants: KPMG Tax Corporation

SECURITISATION DEAL OF THE YEAR ► KOREA DEVELOPMENT BANK – KAL FUTURE FLOW SECURITISATION Firms: Orrick, Shin & Kim, Paul Hastings Janofsky & Walker, Walkers, Lee & Co, Anderson Mori & Tomotsune Banks: HSBC, Korea Development Bank ► TITAN CMBS Firms: Anderson Mori & Tomotsune, Allen & Overy Banks: Credit Suisse ► SOFTBANK MOBILE INSTALMENT RECEIVABLES Firms: Nagashima Ohno & Tsunematsu, Mori Hamada & Matsumoto, Anderson Mori & Tomotsune Banks: Citibank, Mizuho Corporate Bank

For full details of the finalists and why they made the cut, visit www.albawards.com 32

ALB LAW AWARDS

www.asianlegalonline.com

DEBT MARKET DEAL OF THE YEAR ► NAB SAMURAI BOND ISSUANCE Firms: Anderson Mori & Tomotsune, Mallesons Stephen Jaques, Baker & McKenzie GJBJ Banks: Nikko Citigroup, Daiwa SMBC, Nomura ► GE CAPITAL CORPORATION BOND ISSUE Firms: Nagashima Ohno & Tsunematsu, Nishimura & Asahi, Linklaters Banks: Mitsubishi UFJ, Mizohu Securities, Mizuho Corporate Bank Accountants: KPMG AZSA ► MUFG CAPITAL FINANCE 4 ISSUANCE Firms: Nagashima Ohno & Tsunematsu, Paul Weiss, Simpson Thacher & Bartlett, Maples & Calder Banks: Mitsubishi UFJ, Merrill Lynch Accountants: Deloitte Touche Tohmatsu ► MITSUBISHI CHEMICAL HOLDINGS BOND ISSUE Firms: Davis Polk, Nagashima Ohno & Tsunematsu, Simpson Thacher & Bartlett Banks: Mitsubishi UFJ, Morgan Stanley Accountants: Ernst & Young ShinNihon ► JAPANESE OPERATING LEASE FINANCINGS/ BA DEBT FACILITY Firms: Latham & Watkins, Norton Rose, Slaughter and May

EQUITY MARKET DEAL OF THE YEAR ► CHINA BOQI ENVIRONMENTAL SOLUTIONS TECHNOLOGY IPO Firms: Mori Hamada & Matsumoto, Guantao Law Firm, Anderson Mori & Tomotsune, Zhong Lun Banks: Daiwa SMBC (Lead Manager) Accountants: Deloitte Touche Tohmatsu ► SONY FINANCIAL HOLDINGS GLOBAL IPO Firms: Sullivan & Cromwell, Nagashima Ohno & Tsunematsu, Anderson Mori & Tomotsune, Simpson Thacher & Bartlett Banks: JPMorgan, Nomura Accountants: PwC Aarata ► ASIA MEDIA IPO Firms: Anderson Mori & Tomotsune, Mori Hamada & Matsumoto Banks: Nomura Securities Accountants: Azusa ► RECRUIT-STAFF SERVICE HOLDINGS LISTING

► JAPAN UNIVERSAL STUDIOS IPO Firms: Nagashima Ohno & Tsunematsu, Sullivan & Cromwell, Nishimura & Asahi, Simpson Thacher & Bartlett Banks: Nomura Securities, Goldman Sachs Accountants: KPMG Azsa

M&A DEAL OF THE YEAR ► ARYSTA LIFESCIENCE – PERMIRA Firms: Freshfields, Clifford Chance, Linklaters Banks: Goldman Sachs, Lehman Brothers ► ASAHI TEC – METALDYNE Firms: Anderson Mori & Tomotsune, Cravath Swaine & Moore, Cahill Gordon & Reindell, Mori Hamada & Matsumoto Accountants: Ernst & Young ► CITIGROUP – NIKKO CORDIAL Firms: Davis Polk & Wardwell, Mori Hamada & Matsumoto, Nishimura & Asahi, Paul Weiss, Nakamura Tsunoda, Morrison & Foerster Banks: GCA Corporation, Greenhill & Co., Nikko Citigroup ► VOLVO – NISSAN DIESEL MOTOR Firms: Mori Hamada & Matsumoto, Nagashima Ohno & Tsunematsu, Shearman & Sterling Banks: Mitsubishi UFJ, Mizuho ► GCA HOLDINGS – SAVVIAN LLC Firms: Morrison & Foerster, Wilson Sonsini Goodrich & Rosati, Nagashima Ohno & Tsunematu Banks: Houlihan Lokey ► TOKYO ELECTRIC/MARUBENI – MIRANT ASIA PACIFIC Firms: Latham & Watkins, Skadden Arps, Allen & Overy Banks: Credit Suisse, Sumitomo Mitsui, Carlyon, ING, Mizuho, JBIC Accountants: Ernst & Young

INTERNATIONAL DEAL TEAM OF THE YEAR • Freshfields Bruckhaus Deringer (Corporate/M&A) • Allen & Overy (Corporate/M&A) • Latham & Watkins (Corporate/M&A) • White & Case (Corporate/M&A) • Sullivan & Cromwell (Capital markets) • Davis Polk & Wardwell (Capital markets) • Simpson, Thacher & Bartlett (Capital markets)

JAPANESE DEAL TEAM OF THE YEAR • Anderson Mori & Tomotsune (Equity markets) • Nagashima Ohno & Tsunematsu (M&A) • Mori Hamada & Matsumoto (M&A) • Nishimura & Asahi

INTERNATIONAL DEALMAKER OF THE YEAR • Allan Cannon (Simpson, Thacher & Bartlett) • Theodore Paradise (Davis, Polk & Wardwell) • Michael Yoshi (Latham & Watkins) • Tim Lester (Lovells) • Izumi Akai (Sullivan & Cromwell) • W Eugene Chang (Orrick) • Robert Grondine (White & Case)

JAPANESE DEALMAKER OF THE YEAR • Gaku Ishiwata (Mori Hamada & Matsumoto) • Toru Ishiguro (Mori Hamada & Matsumoto) • Hironori Shibata (Anderson Mori & Tomotsune) • Masatsura Kadota (Nagashima Ohno & Tsunematsu)

JAPANESE DEAL FIRM OF THE YEAR • • • • •

Anderson Mori Nagashima Ohno Mori Hamada Nishimura & Asahi Atsumi & Partners

JAPAN DEAL OF THE YEAR TO BE ANNOUNCED ON THE NIGHT

sponsors

Firms: Mori Hamada & Matsumoto

For full details of the finalists and why they made the cut, visit www.albawards.com 33

ALB SPECIAL REPORT

asian legal business ISSUE 8.5

SINGAPORE

ALB

SINGAPORE • • • •

Liberalisation of the legal services market p34 Beyond the loss-gain binary p37 Singapore law as the ‘law of choice’ p38 The battle for Singapore lawyers p44

Singapore firms to go head-to-head with international counterparts

arlier this decade, the country made a conscious decision to liberalise its banking and financial services sectors, opening up the market to international institutions. “We need to get our banks into shape or they are going to be crushed,” Lee Kuan Yew said. “You shape up or you perish.” The need to concurrently ‘regionalise’ and ‘internationalise’ was at the core of domestic policy then, and remains so now with legal market liberalisation. And while Singapore law firms are in no danger of being crushed or killed off, there is a recognition that Singapore must act now to cement its position as a regional legal hub and international player. This sense of urgency is apparent in the findings of Justice VK Rajah’s Committee to Develop the Singapore Legal Sector (all of which have been adopted in principle by the government). Fundamentally geared towards establishing Singapore law as the law of choice in the region and enhancing the market’s ability to undertake high-profile international work, the recommendations centre on an enhanced JLV scheme (EJLV) and the Qualifying Foreign Law Firm (QFLF) scheme. Under the new EJLV scheme, foreign firms will be allowed to hire their own Singapore lawyers and share up to 49% of their profits with their Singapore partner firm. In addition, they will also be able to hire Singapore lawyers without establishing a JLV if they are successful in obtaining a QFLF licence. Under the QFLF scheme, up to five foreign law firms (FLFs) will be given a QFLF licence to practise Singapore law through Singapore-qualified lawyers employed by the firm. FLFs will have to compete for the licences by demonstrating, inter alia, a commitment to Singapore. According to the Ministry of Law, they would be asked for proposals regarding

ALB SPECIAL REPORT

www.asianlegalonline.com

SINGAPORE

2008

the size and constituency of their local office, the areas of work in which they will engage and the countries which they will service from Singapore. The practice areas for these QFLFs will not include work pertaining to litigation, and domestic areas of law such as criminal law, retail conveyancing, family law and administrative law. The licences are expected to be issued within the next 18 months. “The reforms will bolster the growth of Singapore’s banking, fi nancial and other key economic sectors through a full range of competitive cutting-edge legal services,” says Justice Rajah. “The legal sector is an important component of our economy, and Singapore needs to establish itself as a premier regional legal talent.” Phillipe Taverne, a partner at Cotty Vivant Marchisio & Lauzeral, notes that the timing of liberalisation was ideal. Philippe Taverne, “As investments in Cotty Vivant Marchisio the region start to & Lauzeral mature, the liberalisation will only serve to attract and keep more international business in Singapore,” he says. For Taverne, the biggest beneficiaries in the short term will be Singapore’s small and medium enterprises (SMEs): “A lot of

LEGAL COMPETITION HEATS UP IN THE LION NATION

multi-national corporations (MNCs) are already here but the liberalisation will be a real boost for the domestic economy as it will give SMEs unprecedented access to the reach of international firms.” The latest steps towards a liberalised legal services market have ostensibly been welcomed by most international and domestic law firms. The firms that ALB spoke to expected the volume of work to increase due to these measures, with the resultant increased competition considered to have a positive impact on professional standards. The perennial issues of profitability, fees, and recruitment and retention of staff were concerns for most; however, opinion was divided over who would be the most affected by the entrance of international firms. While the full effects of the proposed changes to the legal market will not be known for at least four, five or even 10 years, competition among domestic firms and against international fi rms for clients, for talent and for market share has already taken off. More so than in the past, Singapore fi rms are busily recruiting and pursuing brand expansion plans and business development projects as each tries to out do the other and get a head start for the QFLFs. Singapore’s legal market is competitive at the best of times, but sources have told ALB that the current levels of activity are

unprecedented, so much so that even the ‘traditionally thrifty’ domestic firms are getting involved. Maintaining market position is the short-term goal; meeting the challenges of a liberalised market is the objective for the mid to long term. Edmund Kronenberg, a director at Tan Peng Chin, offers the following anecdote to describe the positive effects of increased competition for the industry. “I once attended a conference of Singapore lawyers and a man held up his cellular phone and shouted out: ‘Do you know why Nokia is so good? Because of all the competition it faces!’. “These liberalisation measures put another runner onto the track in Singapore, and when you have someone to run against, you always run faster. I expect that standards will rise across the board,” he adds. Manoj Sandrasegara, a director of Drew & Napier, supports this view and suggests that liberalisation will impose upon local firms the need to evolve their practices. “These reforms are likely to encourage firms to invest in training, infrastructure and succession planning,” he says. Sandrasegara predicts that QFLF firms are likely to use a Singapore firm as a surrogate to establish themselves in the market. Further, he adds that the impending entrance of international firms will “increase the pace at which domestic firms regionalise and internationalise their practices”.

Road to reform: key dates en route to legal market liberalisation

2006

2007

2008

August 2006 Justice VK Rajah appointed to chair the committee on the comprehensive review of the legal services sector

September 2007 Committee hands down recommendations December 2007 Singapore Government accepts recommendations in principle

April/May 2008 Ministry of Law proposes eight (with five to eight firms per meeting) information sessions for those considering applying for a licence under the QFLF scheme

ALB SPECIAL REPORT

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SINGAPORE SINGAPORE LEGAL MARKET LIBERALISATION: KEY POINTS • Foreign firms will be allowed to practise wherever arbitration is contemplated, in the vetting and drafting of Singapore law agreements incorporating arbitration clauses, and advising parties on their legal rights and liabilities, before and after the dispute is referred to arbitration • Criminal law, retail conveyancing, family law and all commercial litigation will remain off limits to foreign firms • Five Qualifying Foreign Law Firm (QFLF) licences are in the process of being issued, allowing foreign firms to practise Singapore law in commercial arbitration through their own Singapore-qualified lawyers without entering a JLV • Firms applying for licences will be evaluated by their “commitment to Singapore”, the size and constituency of their office, their proposed areas of work and the foreign countries that they will service • An Enhanced JLV (EJLV) scheme will be set up, enabling foreign firms to share up to 49% of profits with their respective Singapore firm • Foreign firms and Singapore firms will be permitted to hire one Singaporequalified lawyer for every foreign lawyer (or vice versa) • Firms in existing JLVs can propose alternative structures that go beyond existing arrangements to the Singapore Law Ministry and Attorney-General • The QFLF scheme is expected to begin within 12 months, while the EJLV will take 18–24 months to implement

Alban Kang, managing partner of ATMD, agrees, but notes that accruing these long-term benefits depends on how, and if, smaller firms are able to weather the initial storm that liberalisation will bring. Kang suggests that small firms will be most exposed to the negative effects of increased competition, and so must look most actively to alternative business structures to survive. “Smaller firms will need to look at tieups and mergers to avoid becoming marginalised in the market,” he says. “I think we’ll see a lot of domestic mergers in the years ahead, with the possibility of tie-ups in the Middle East or India.” The case for medium-sized firms is

slightly different, however. Thio Shen Yi, joint managing director and senior counsel at TSMP, says they may be a tantalising prospect for QFLF firms looking to bring Singapore lawyers on board. “Medium-sized firms may be more liable to takeover because they are more easily digested; large firms are harder to digest so they are more disposed to suffer being dismantled,” he says. While the effects of liberalisation are expected to affect the market’s structure in different ways, there is unanimous agreement that the reforms will increase the volume of work on offer for domestic fi rms, with high-end corporate work and arbitration set to soar in the years ahead. The managing principal of Baker & McKenzie.Wong & Leow, Wong Kien Ke-

INTERNATIONAL FIRMS IN SINGAPORE: WHERE THEY ARE FROM Nationality American Australian British French German

No. of firms

% of total

Source: Singapore Attorney-General’s Chambers NB: the total number of foreign firms in Singapore is 82 as at 1 April 2008

ong, predicts a flurry of activity in international arbitration, capital markets, and projects & infrastructure. “The reforms are designed to attract the big transactions – the ‘big ticket’ items. I think we will see an increase in the size and complexity of work being handled,” he says, adding that the deepening of bilateral relations between India and Singapore may see an increase in legal work f lowing both ways. Alban Kang, Chr istopher ChATMD uah of WongPartnership meanwhile concurs with this view, and says banking & finance is an area to watch. “Banking & financing work in the region is set to soar on the back of infrastructure development

being undertaken by Indonesia and its developing neighbours,” he says. “The sovereign wealth coming in from the Middle East is a big market and I think Singapore really needs to develop its credentials in IsChristopher Chuah, lamic financing in the WongPartnership short term to be able to compete for it,” he explains. Professor Steve Ngo, managing director of the Adler Centre for Dispute Resolution and secretary-general of the Trisakti Institute of Arbitration at Trisakti University, Jakarta, agrees that liberalisation will increase the quantity of international and regional work coming into Singapore. “As more and more international arbiGeorge Cooper, tration bodies set up Freehills operations in Singa-

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SINGAPORE ALB ’S QFLF WATCH LIST: POSSIBLE APPLICANTS* Firm Cotty Vivant Marchisio & Lauzeral Freehills Baker & McKenzie.Wong & Leow** Deacons Milbank, Tweed, Hadley & McCloy Herbert Smith Jones Day Ashurst White & Case Troutman Sanders DLA Piper Latham & Watkins

Home country France Australia United States Hong Kong/Australia United States United Kingdom United States United Kingdom United States United Kingdom United Kingdom United States

*List is based on anecdotal information obtained by ALB; Cotty Vivant is the only firm to have confirmed that it is applying

HOW TO ADD VALUE: WHAT THE FIRMS SAY • Demonstrate sustained commitment to investing in the legal market and legal infrastructure • The ability to “bring” international clients and investors to Singapore • Demonstrate a capacity for further organic growth • Demonstrate the ability to help grow Singapore’s legal abilities • Commitment to growing Singapore’s regional profile • Commitment to helping establish Singapore law as the choice of law in the region

**In an existing JLV (NB: sources suggest that parties to an existing JLV are not prohibited from applying for the QFLF scheme)

pore, we will be called on to play a more active role in the ‘grass-roots’ work such as lawyer and corporate education right from the initial contractual stage,” says Ngo. Just how much additional legal work will come to Singapore as a result of liberalisation will depend on the extent to which domestic players are able to retain the innovative edge which has made them

world leaders in areas such as REITS. “Singapore is the obvious choice of location for a regional workplace law practice because so many MNCs have a regional office here,” says George Cooper, practice leader, workplace law & advisory, Freehills. “The HR and in-house legal people who have to deal with the issues arising across their Asian operations, which

often have a cross-border element, are based here and appreciate having a single point of contact who they can go to locally,” he continues. “The innovativeness of Singapore firms remains the market’s competitive edge,” says Wong Liang Kok, director, Tan Peng Chin. “It’s how we differentiate ourselves from the rest,” he notes.

Beyond the loss-gain binary: Singapore vs Hong Kong and cementing Singapore’s place in the world

ang Eng Fong, professor of management at Singapore Management University, once wrote that Singapore and Hong Kong were like twins, each competing for what the other has, each wanting what the other wants – essentially jostling for the same delicious treat from the jar. It is a story that has as much to do with geography as it does with a rich shared history. And while Hong Kong may always be the yardstick against which the state of the Singapore legal market is measured, the firms to which ALB spoke saw liberalisation as the perfect opportunity for Singapore to transcend the limitations of this competition and cement its place in the international legal market. “The competition with Hong Kong is not the be all and end all; it’s a stepping stone for Singapore in finding its place on the

world stage,” says Tan Peng Chin, managing director of Tan Peng Chin LLC. “We are quite developed as a regional hub, so the next step is to catch up with the money centres of the world: the New Yorks and Londons. We may be a step behind them but we can easily do it.” The stepping stone, it seems, is to tap into the closed Indian market while continuing to establish credentials as the regional arbitration hub. “What we are competing for, which Hong Kong cannot compete for, is India,” says Baker & McKenzie.Wong & Leow managing principal Wong Kien Keong. He adds that favourable bilateral relations between the two will only serve to increase the flow of work, in both directions, in the years ahead. “India loves Singapore.” “I expect that we will continue to see transactions coming from India in terms

ALB SPECIAL REPORT

asian legal business ISSUE 8.5

SINGAPORE of M&A, foreign fundraising, project finance and infrastructure investment over the coming years,” says Ng Wai King, a partner at WongPartnership. His fi rm is already active in a number of highprofile India-related deals, particularly in the M&A, REIT and property-related sectors. “The Indian market could generate a lot of work for medium and small firms alike and it’s only likely to increase as the Indian government reiterates its commitment to economic and legal liberalisation,” says Phillipe Taverne, partner at Cotty Vivant Marchisio & Lauzeral. So much so that Taverne notes the need to establish India desks in his firm’s Singapore and China offices. But as much as Singapore will reap the benefits of increased transactional activity in India, Singapore firms will also play a

TWO-WAY STREET: INVESTMENT MOVEMENT BETWEEN INDIA AND SINGAPORE Year

Indian FDI in Singapore ($USm)

Singapore FDI in India ($USm)

2005/06

$8,100

$1,218

2006/07

$5,200

$2,662

2007/08

$8,700

$5,632

Source: Reserve Bank of India

HONG KONG AND SINGAPORE INTERNATIONAL ARBITRATION FIGURES COMPARED Arbitral institution SIAC (Singapore) HKIAC (Hong Kong)

2004

2005

2006

2007

280

281

394

448

large part in improving standards in the Indian legal market through knowledge and practice transfer, and ensuring adherence to international best practices. “Of course, we will always have an educative role to play in the region,” says Prof. Steve Ngo, managing director, Adler Centre for Dispute Resolution, and secretarygeneral of the Trisakti Institute of Arbitration, Trisakti University, Jakarta. “This in itself is important in establishing Singapore’s regional and international profile.” Leading local firms are well aware of what they have to offer the Indians in this regard. “Being able to offer clients access to sophisticated Singapore dispute resolution mechanisms is also very important,” notes Thio Shen Yi of TSMP. “In environments like so many in our region where legal frameworks are still developing and a little bit unpredictable, clients can rest a little easier if they know we have the ability to deal with commercial issues.”

Singapore law as the ‘law of choice’

ive years ago, as part of a broader 20year effort to establish Singapore as a regional and international hub for commercial arbitration, the Economic Development Board of Singapore (EDB) instituted the Arbitration Capability Program (ACP), a policy specifically designed to enhance the ability of the legal market to handle high-end cross-border arbitration. Through a series of incremental investments in infrastructure, facilities, lawyer training and tax-offsets for international law firms, the government has been successful in achieving its aim, with Singapore now considered a regional and international leader in the field. Apart from having its own smoothly functioning arbitration body, the Singapore International Arbitration Centre (SIAC),

Singapore has also been able to attract international arbitration bodies such as the Permanent Court of Arbitration (PCA) and International Centre for Dispute Resolution (ICDR) to establish regional headquarters. It is against this backdrop that the amount of international arbitration work is expected to exponentially increase in the years ahead. “Singapore is really an ideal place for international commercial arbitration,” says Manoj Sandrasegara, director at Drew & Napier, adding that arbitration has become a competitive advantage of Singapore’s legal market. As much as its well-developed arbitration infrastructure is important for attracting future work, the city-state’s geographical location is doubtless key to growth in the area. “Singapore’s proximCont. p42f

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ALB SPECIAL REPORT SINGAPORE

ALB SPECIAL REPORT

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SINGAPORE

CORPORATE & COMMERCIAL LAW “Loo & Partners provides advice that is ‘prompt, relevant and effective’. … has particular strength in advising on IPOs. …is reputed to be ‘knowledgeable about Singapore Stock Exchange matters‘.” – The Asia Pacific Legal 500 2003/2004 Edition “Loo & Partners is highly recommended for capital markets, IPOs and corporate restructuring work. It hasa ‘high level of understanding of financial matters and stock exchange bye-laws and regulations’. It is particularly highly rated by clients for advice on venture capital, joint ventures and corporate governance issues. …; it is particularly active in Taiwan, China, Hong Kong and Malaysia.” – The Asia Pacific Legal 500 2003/2004 Edition “The firm’s reputation for IPOs grows, with clients approaching the firm from China, Taiwan, Hong Kong, Malaysia, as well as from within Singapore. …are lauded for skills across the board, and often exceed client’s expectations. Corporate governance is also a strength, allowing the firm to advise clients on postIPO matters...” – The Asia Pacific Legal 500 2004/2005 Edition “A major strength of Loo & Partners is in advising on IPOs.” – Asialaw Profiles 2005 “‘Loo & Partners’ excellent IPO practice covers mandates from pre-listing financing to post-listing corporate governance advice...advises clients from Taiwan, Hong Kong, Malaysia and especially China from where the firm notes increasing listing instructions...showed commendable activity in the region, advising on the acquisition in Vietnam, Korea, China and Japan, and ...a reverse takeover by a Chinese Group...” – The Asia Pacific Legal 500 2005/2006 Edition “Loo & Partners focuses on providing quality banking and capital markets advice, capturing a significant amount of initial public offering (IPO) work in China.” – Asialaw Profiles 2007 “Niche corporate and finance firm Loo & Partners is active across the region, especially in Taiwan, China and Hong Kong, advising on issues including IPOs and post-IPO compliance work, M&A, venture capital and corporate governance. Clients praise its substantial understanding of cross-border transactions.” – The Asia Pacific Legal 500 2006/2007 Edition We offer full coverage of services to businesses from the moment when they are legally formed and cater to their different needs thereafter, including their dissolutions, where appropriate. Some of the transactions which we undertake are as follows: • Acting as solicitors to IPOs • Advising listed companies on their post-IPO compliance work • Providing certification to the Monetary Authority of Singapore under the boutique corporate finance advisor scheme • Advising on mergers and acquisitions • Advising on take-overs and reverse take-overs • Advising on corporate governance issues • Advising on shares buyback • Advising on executives and employees share option scheme • Advising on reduction of capital • Advising on debt and equity issuance • Advising on management, underwriting and placement of securities • Advising on fund and asset management • Attending to the registration and incorporation of businesses and companies in Singapore or in the region • Advising on post-registration (or post-incorporation) compliance issues in Singapore and abroad • Advising on tax incentives packages administered by the relevant authorities • Advising on joint venture agreement • Advising on shareholders’ agreement • Advising on agency and distribution agreements • Advising on franchising agreement • Advising on licensing agreement • Advising on voluntary liquidation • Advising on tax issues and planning

Principal contacts: Loo Choon Chiaw ccloo@loopartners.com.sg 65 6322 2288 Vincent Lim vincentlim@loopartners.com.sg 65 6322 2229 Wee Mae Ann weemaeann@loopartners.com.sg 65 6322 2263 Advocates & Solicitors Commissioners for Oaths & Notary Public Agents for Trade Marks 88 Amoy Street Level Three Singapore 069907 Tel: 65.6534 3288 Fax:65.6534 0833 mail@loopartners.com.sg

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ALB SPECIAL REPORT SINGAPORE

OUR PHILOSOPHY AS REPRESENTED BY OUR CORPORATE LOGO

Our logo epitomises our corporate philosophy. It underlines the strong sense of esprit de corps which we cherish. The pair of oval rings represent our clients and our firm. We regard ourselves as our clientsâ&#x20AC;&#x2122; strategic partner when tackling their daily challenges.

OUR FIRM AND ITS PRACTICE AREAS Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. Within these broad categories, the firm provides the entire spectrum of legal advice and services. Whilst the firm does not maintain any office outside Singapore, it has, over the years, developed good relationships with leading law firms located in the major financial and trading centres. The support of a comprehensive network of correspondent law firms throughout the Asean countries, Hong Kong, China (PRC) and Taiwan (ROC) puts the firm in a strategic and unique position to serve its clients in their regional needs.

While the two oval rings are similar, they are by no means identical, each has its distinct identity. The upper (and heavier) ring represents our clients. It reminds us of our solemn oath to do our utmost in the discharge of our duty to our clients. We are represented by the lower ring. It affirms our consistent approach in subordinating our interests to those of our clients.

FIRM PROFILE

The simplicity of our logo echoes our approach when providing legal solutions in meeting clientsâ&#x20AC;&#x2122; needs: simple and effective, concise but not prolix.

Although we are close partners of our clients, we, nevertheless, ensure that there is a sufficient space between us, symbolised by how the two rings are positioned: proximate yet separate, giving us the requisite objectivity in recommending to our clients-partners the best options in meeting their daily challenges.

Principal contacts: Loo Choon Chiaw ccloo@loopartners.com.sg 65 6322 2288 Vincent Lim vincentlim@loopartners.com.sg 65 6322 2229 Advocates & Solicitors Commissioners for Oaths & Notary Public Agents for Trade Marks 88 Amoy Street Level Three Singapore 069907 Tel: 65.6534 3288 Fax:65.6534 0833 mail@loopartners.com.sg

ALB SPECIAL REPORT

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SINGAPORE f

From p38

ity to the booming economies of China, India and other Asian countries and their increasing involvement in complex commercial transactions should benefit Singapore’s international arbitration market,” says Alban Kang, managing partner of ATMD. Singapore law is already widely favoured as the governing law and the city is a preferred venue for dispute resolution in transactions involving parties from different jurisdictions, as evidenced by the decisions of the Indian Merchants’ Chamber and Agri Trade India Services to support the use of Singapore law to govern their transactions when an alternative to Indian law is required. But the bulk of international arbitration in Singapore need not come from India. “Singapore’s well-developed arbitration credentials and its position as a neutral, third-party arbitration venue mean that we are well placed to capture work arising from other places in the region,” says Susan de Silva, partner, ATMD. “Singapore has a number of obvious and compelling advantages that have made it ‘The Hub’ for international arbitration in the Southeast Asia region. Clearly, busi-

INTERNATIONAL ARBITRATION IN SINGAPORE: FEATURES • Independent, neutral third-country venue • International commercial arbitration modelled on UNCITRAL Law • Party to New York Convention (on enforcement of arbitration awards) • Singapore arbitration awards enforceable in almost any country of the world • Freedom of choice of counsel in arbitration proceedings • A strong arbitration institution: the Singapore International Arbitration Centre and access to international bodies such as the Permanent Court of Arbitration (PCA), the International Centre for Dispute Resolution (ICDR) and the American Arbitration Centre (AAA) • Competent arbitration professionals: lawyers, arbitrators and experts • Lower cost than in almost any other major centre of arbitration • Government tax incentives to encourage firms to practice international arbitration • Withholding tax exemptions for international arbitrators operating in Singapore arbitration

REGIONAL LEADER: NUMBER OF INTERNATIONAL CASES ADMINISTERED BY ARBITRAL INSTITUTIONS Arbitral institution SIAC (Singapore) KCAB (South Korea) VIAC (Vietnam) JCAA (Japan) KLRCA (Malaysia) PDRC (Philippines)

nesses recognise these advantages and, as a consequence, we have seen two things; one is an increased use of Singaporean law as the law governing parties’ contracts and the other is disputes work emanating not only from Indonesia and Vietnam but also from other, smaller countries in the region,” says Nick Watts of Freehills. Professor Steve Ngo, managing director of the Adler Centre for Dispute Resolution and secretary-general of the Trisakti Institute of Arbitration at Trisakti University, Jakarta, says that while Singapore can rely on the comparatively advanced nature of its international arbitration capabilities for a steady stream of work in the coming years, the actual amount of work and its complexity will be mediated by a number factors, not least how active Singapore firms are in selling arbitration as the preferred form of dispute resolution in the region. “Singapore lawyers know arbitration to be the most efficient and cost-effective method of resolving commercial disputes,” he says. “But Singapore’s neighbours are not familiar with the intricacies of arbitration; they are more willing to use traditional methods like litigation. Selling arbitration to regional clients and lawyers as a cheap and quick way to solve disputes is very important.” The Singapore government and domestic and international arbitrators alike are already heavily involved in rainmaking of this type throughout the region. Singapore’s neutrality in international arbitration is similarly believed to be another crucial factor dictating the destination of work in this field in the short to mid term. “Singapore’s dispute resolution mechanisms are incorruptible,” notes Thio Shen Yi, joint managing director, TSMP. In Thio’s opinion, the sophistication of Singapore’s arbitration mechanisms may even serve to attract more international business into the region. “Fair and reliable dispute resolution offers businesses both added transactional security and a ‘get out’ or ‘exit clause’

2004 48 46 32 15 3 0

2005 45 53 22 9 7 0

2006 65 47 23 11 1 1

2007 70 59 21 15 2 1

should things turn sour.” In fact, a source has told ALB that in their experience a lack of efficient and enforcement mechanisms in the region has seen a lot of proposed transactions “held over or shelved indefinitely. But the Susan de Silva, ATMD tide is now definitely turning.” International arbitration work also has a much broader significance for the Singapore market, in that it may present an opportunity for Singapore to penetrate markets that were hitherto closed off, such as China. “Dispute resolution is an area where we could possibly capture part of the Chinese market,” says Baker & McKenzie.Wong & Leow managing principal Wong Kien Keong. Phillipe Taverne, a partner at Cotty Vivant Marchisio & Lauzeral, concurs. “We can attract a lot of Chinese-related international arbitration away from Hong Kong through our neutrality, low costs and relatively speedy processes,” he says. However, Taverne, Wong and others concede that Hong Kong’s international arbitration systems are still a step ahead of Singapore’s in terms of the number of cases handled and complexity, and that any gains that Singapore made on this front would be minimal in the short term. The more immediate contenders for the market it seems are emerging Middle East players such as Dubai and Doha.

“Singapore’s dispute resolution mechanisms are incorruptible” THIO SHEN YI, TSMP

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SINGAPORE

ongPartnership LLP’s Corporate Governance & Compliance Practice is the biggest cross-disciplinary corporate governance practice among the Singapore law firms. Its partners hail from both the Corporate and Litigation Departments, and each bring extensive experience advising corporations on corporation law and compliance. The team’s commitment to a cross-disciplinary approach to corporate governance is underlined by the fact that the team is headed by partners from the Corporate and Litigation Departments: Annabelle Yip (Corporate) and Joy Tan (Litigation). In addition, the team is chaired by the Firm’s founder-consultant, Wong Meng Meng, Senior Counsel, a veteran lawyer of many years who sits on the board of several large listed companies, including the United Overseas Bank Limited. Yip notes, “The team members each brings a different set of skills and experience to the practice. This reflects the multi-dimensional needs of corporate governance clients and matters. Meng Meng, of course, provides invaluable guidance and insight from his many years as a litigator and his intimate understanding of the needs and concerns of senior management. Elaine and Vivien have a great deal of experience dealing with regulators and advising on the compliance aspects of corporate governance. Joy and Jenny have advised in numerous corporate investigations and shareholder and director disputes, with Jenny in particular having previously worked as State Counsel and Deputy Public Prosecutor with the Attorney General’s Chambers. I myself was in-house counsel at a large listed company for several years.”

and corporate practices has been borne out by the key achievements of the practice. In the last year, the practice has been involved in (among other matters): • acting for one of the largest global integrated physical suppliers of marine fuel products globally. Partners from both litigation and corporate practices advised on corporate governance, compliance and risk management issues in relation to the client’s listing on the Singapore Exchange, including regulatory matters arising under the Companies Act; • acting for the board of locally listed entity Chuan Soon Huat Ltd on corporate governance and regulatory matters including issues relating to the Securities & Futures Act and the proposed restructuring and investment of the company; • representing the board of a wellknown charity in investigating recent governance lapses and breaches of duty by its Chairman; and • acting for one of the former directors of a Singapore charity in third party proceedings against its former Chief Executive Officer and others for alleged mismanagement. Co-head, Joy Tan, was recognised for Corporate Governance work in Singapore by PLC Global Counsel Handbooks Corporate Governance 2006/2007.

Key Achievements

The Future for Corporate Governance

While a well-run company’s adherence to good corporate governance is seamless and often unnoticeable to the untrained eye, when a corporation, its board or shareholders do not play their part, the errors in judgment or corporate governance failures can often result in investigations by authorities, irate investors, and a fall in its share price. The need for a corporate governance approach that spans both the litigation

The importance of good corporate governance to both corporations and regulators is not going to go away any time soon. Shareholders are now more cognisant of how good corporate governance adds value to their investment. An important indicator of this trend has been the rise of institutional investors insisting on greater transparency and better governance polices, as well as more active participation at shareholders’ meetings through the

use of multiple proxies. Worldwide, governments have realised that the role of the stock market in creating wealth for citizens has also meant consequential economic and political damage, often on a global scale, when large corporations go under. This has meant greater legislative and regulatory scrutiny and cooperation amongst governments in the arena of corporate governance. Where is all of this headed? Yip notes, “Globally, legislators have been relooking at the role played by directors. We saw this in the US with SarbanesOxley, and more recently in the UK with the Companies Act 2006 which codifies and arguably extends the traditionally defined duties of directors. Most of these developments are crisis driven, and it will be interesting to see if the sub-prime crisis will trigger moves in the US towards more stringent corporate governance of banks and financial institutions. If that happens, others may well follow.” To this, Tan adds, “An important trend in Singapore has been the recent emphasis by our courts on the supervisory role of directors. The law has always sought a balance between the director’s right to delegate and the director’s oversight function. While courts used to stress the former, recent corporate scandals have seen the pendulum swing towards a greater emphasis on the duty of supervision. Courts have made it clear that delegation of duty does not mean dereliction of duty. Directors may delegate but they must also ensure that proper checks are and have been put in place.”

FIRM PROFILE

The Corporate Governance Team

ALB SPECIAL REPORT

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SINGAPORE

The battle for Singapore lawyers: harnessing the pull factors

ne of the more immediate effects of the liberalisation of Singapore’s legal services market will be an intensification of the scramble for talent between local and international firms. Singapore-qualified lawyers of all standings – particularly those with significant post-qualification experience (PQE) in corporate work, banking & finance, M&A and project finance – are in high demand already, but they are expected to become even more sought after with the entry of more international firms over the next few years. “ T he Qualify ing Foreign Law Firms in particular will play a big role in defining the shape of the recruitment market,” says Manoj Sandrasegara, a director at Drew & Napier. “I expect that we will see foreign firms continue to go after both gradManoj Sandrasegara, uates and seasoned Drew & Napier lawyers, but maybe more vigorously than in the past.” And while the ‘winners’ in the battle for Singapore lawyers so far have been international firms, those to whom ALB spoke suggested that domestic firms were now beginning to claw back the advantage by matching, and even exceeding, the working conditions offered by firms such as Baker & McKenzie, Allen & Overy, Clifford Chance and Linklaters. In so doing, they have attracted lawyers with extremely good credentials.

Domestic firms redressing balance One area in which domestic firms have risen to the challenge presented by international firms is salaries. “Years ago, domestic firms in Singapore couldn’t even get close to what international firms were offering,” a prominent lawyer with a domestic firm has told ALB. “International firms were offering outrageous salaries and for local firms to match them at that stage in time simply wasn’t plausible.” But the situation today is markedly different. Catalysed by, inter alia, an increase in the amount and complexity of work being handled, domestic firms are now able to offer salary packages approaching those of international fi rms. “Domestic firms will offer modest base salaries, but extremely attractive bonus

THE BIG BUCKS: LEGAL SALARIES IN SINGAPORE PQE Experience

Salary package International firms S$

Salary package Domestic firms S$*

Salary package In-house lawyers S$

1–2 years’ PQE

$160,000–280,000

$42,000–60,000

$48,000–72,000

3–4 years’ PQE

$190,000–360,000

$54,000–78,000

$56,000–84,000

5 years’ PQE

$220,000–400,000

$78,000–90,000

$96,000–140,000

6 years’ PQE

$235,000–440,000

$90,000–102,000

$108,000–156,000

Source: Hudson Recruitment *Figure does not include bonus or incentive payments

structures and incentives,” says Ash Raivadera of legal recruiters ATR Associates. “Currently, we are seeing domestic firms pull a little closer to international firms in terms of salary.” Wages are not the only important factor. “There are three main reasons why people leave and go to international firms: profile, training and remuneration – in other words, the perceived quality of work,” says Sandrasegara. “For a lawyer, being exposed to high-profile, complex and exciting work is vital for keeping the fires going.” While high-quality work is important to keep lawyers interested in what, at times, can be a testing profession, more and more young lawyers are seeing it as a crucial element of their résumés and, importantly, believe that the only place to get it is at international firms. Not true, say Wong Liang Kok and Edmund Kronenberg, directors at Tan Peng Chin LLC. “A high percentage of the transactions we act on are cross-border in nature,” says Wong. “Many of the huge firms in Singapore are often conflicted out of large transactions, and this leaves plenty of work for domestic firms to handle.” Even so, many younger lawyers still prefer to do a stint in the Singapore offices of international firms or even overseas in financial centres like Hong Kong or Shanghai. “A lot of Singapore lawyers relish the opportunity of being exposed to the cutand-thrust environment of international firms,” says Raivadera. “They see it as a way to gain experience and to test themselves against the best.” And, while this is part and parcel of the legal industry, the impending liberalisation of the legal market is likely to increase the ability of domestic firms to offer even more complex and interesting international work. Regardless of who wins the talent tussle, it is widely considered that the biggest beneficiaries will

be both Singapore lawyers and the legal market itself. “Although the reforms may alleviate recruitment problems in the short term, lawyers will have more choice in terms of where to work, and I think more and more lawyers may opt to stay in Singapore, which is a very good thing,” says Ng Wai King of WongPartnership. Raivadera, meanwhile, says that the liberalisation may even serve to ‘pull back’ some Singaporean lawyers working overseas and contribute to increasing standards across the board. “Lawyers returning to Singapore will enter an extremely tight recruitment market; they will have an advantage but the competition for places will be high,” he says. However, there are still age-old issues confronting the industry. The number of lawyers leaving the profession or leaving to pursue in-house positions is still relatively high. The Singapore Law Society states that 7% of lawyers left the profession altogether in 2006/07, when nearly 40% were lawyers with four to six years’ PQE. Although Raivadera says this has as much as to do with the “wealth of commercial opportunities currently on offer for lawyers” as it does with issues such as ‘burn-out’, the general consensus is that the industry needs to take steps to address these issues by looking more closely at work-life balance. A number of the firms that ALB spoke to are already pioneering flexible work methods such as remote work, client sharing and managementenforced leave. But many believe the answer is far simpler. “Establishing a dialogue with young lawyers is very important,” says Tan Peng Chin, managing director at Tan Peng Chin. “Opening up lines of communication with lawyers and showing them that you are investing in their careers is the key to retaining good lawyers.” ALB

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ALB SPECIAL REPORT SINGAPORE

HIGHER EDUCATION

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Further education – Australian style If you are planning further study, Australia offers quality, value for money and a great lifestyle

t is a well established and (reluctantly) accepted fact that to stay ahead in your career, some kind of study beyond undergraduate level is usually required. Whether it is an MBA or a Masters of Law, lawyers are increasingly looking to build on their expertise to improve their marketability to clients and prospective employers. Thus, the question arises: where is the right place to study? The usual suspects are the big names like Harvard or Yale, but the increasing world profile of Australian institutions means that the traditional pecking order is under challenge. The University of Melbourne, for example, has the largest Masters of Law offering in the world, says law professor Richard Garnett. “This year alone we’ve had over 50 visiting academics and practitioners on our staff,” he says.

Garnett says that the university’s students are drawn from very diverse backgrounds. “In the course I taught last year, I had over 18 nationalities in my class, ranging from Asian to African to South American,” he says. “It’s certainly a very cosmopolitan environment and one that international visitors to Australia will be comfortable in.” Garnett says that the prestige and reputation of his university comes from the faculty’s global activity. “Just as an example, we’ve helped developing countries establish their constitutions. That’s why we have such a strong international reputation and draw students from all over the world,” he says. Australia attracts the third largest number of international students in the English-speaking world after the US and UK – and for good reason. Australia’s education system is renowned for its academic standards, and Australian qualifications are well received by prospective employers. “Certainly the selling point is the top quality of Australian universities,” says Gillian Triggs, dean of law at Sydney University. “Everything from the lecturers to prep materials to research opportunities is at a world-class standard.” Triggs recently spent four years in England operating the British Institute of International

POSTGRADUATE STUDY IN AUSTRALIA: THE COSTS • A graduate diploma or certificate course will cost A$9,000–18,000 pa (US$8,500–17,000 pa) • A Masters or PhD can cost A$16,000– 28,000 (US$15,000–30,000) • MBA fees vary greatly between institutions. The lower end of the scale is around A$20,000 (US$19,000), whereas more expensive courses can cost upwards of A$50,000 (US$47,000)

and Comparative Law, and is therefore well placed to comment. The Australian government is well aware of the importance of the reputation of Australian tertiary institutions, and has taken steps to protect the integrity of the system and to provide guaranteed minimum standards for overseas students. These include the introduction of a compulsory registration requirement for educational service providers and a mandatory code of practice which ensures a guaranteed level of quality education.

Reputation vs substance The sandstone and ivy facades of older universities in North America and the

HIGHER EDUCATION

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The increasing world profile of Australian educational institutions means that the traditional pecking order is under challenge UK do hold a captivating charm for some – an attraction which David Dixon, dean of the University of NSW law faculty, warns against. “My advice to prospective students is to look at the substance of what’s on offer – the courses and the teaching staff for example – these are far more important than reputation alone.” Australian universities have always been uniquely outward looking. “Smaller countries have always looked to the world for their influences,” says Dixon. “For example, a university in NSW can’t afford to simply focus on NSW law or Australian law – the emphasis is on putting that law in the regional Asian context and, of course, in the global context.” Dixon’s faculty, for example, prides itself on its links with China and its expertise in Chinese commercial and corporate law.

This broader and contextual approach to the law has long been a tradition in Australian universities. Undergraduates, for example, usually undertake their law degree combined with another discipline such as economics or arts. “At the postgraduate level, business law would be taught with an emphasis on commercial and business principles,” says Dixon. In short, studying in Australia does not at all mean limiting oneself to Australian law. Australian law schools have developed curricula with a stress on skills which are transferable at the international level. “We aim for a trans-national commercial emphasis,” says Triggs. “Students obviously want that capacity to work comfortably across borders in areas such as tax or international business.”

The value of such skills has not gone unnoticed by international law firms. Big names such as Linklaters, Baker & McKenzie and Freshfields are just a few of the major firms who have taken to recruiting at Australian universities. Nor is the interest confined to just law firms. “Our students have gone into roles with the IMF, the World Bank, the OECD, the Asian Development Bank, and government and corporate advisory roles,” says Triggs. Sometimes the most cogent reasons for choosing a place to study are the most simple. “Location matters,” says Dixon. “It’s about being in a convenient timezone, being well placed geographically to minimise travel time, and simply being in the sort of place that people want to visit.” Needless to say, Australia scores well on all three counts. ALB

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TECHNOLOGY

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Technology – your new best friend Law firm technology is now about more than just facilitating research; it provides an efficient way of running your entire business

eather-bound law reports; conservative, mahogany-panelled offices; piles of dusty fi les: this was once stereotypical of the typical law firm office – an environment where there was no place for cutting-edge technology. Times, of course, have changed. While you will still encounter the odd lawyer who has never used a computer, firms as a whole have come to realise that technology is an important means of saving time – and, of course, money. The revolution started with research. Once upon a time, finding relevant case law involved spending hours in the library, leafi ng through volumes of law reports, inevitably not fi nding the relevant judgment and calling for a specialist series which needed to be specifically ordered by the librarian. If you were lucky, you’d find the relevant case. If you were even luckier, the case would still be

standing as good law and would not have been overturned by the courts. (A quick check in yet another volume, a case citator, would resolve this question.) In short, all of this was the kind of tedious, smalldetail work which was so often a rite of passage for many a first-year lawyer. If you are familiar with legal research technology, you will know that there is a happy ending to this story. Online case law research tools have computerised the whole research process – so that a case on any particular point of law can be brought up in a few mouse clicks, along with a report on the status of the case which informs the researcher whether the case has been overturned.

More than just research That was the start of the law firm technology revolution. These days, the technology goes well beyond mere research. It is not just a way of finding facts – it is a way of organising your practice. Document management, billing and accounting, e-mail management and research – these are all disparate functions which once required separate software applications, but can now be managed with integrated software tools – Thomson’s

ProLaw is a good example. On the business planning side of things, there are applications available which can assist in the analysis of historical and current data, and interpretation of future trends on matters such as billings, collection issues, profitability and cash flow. There is more to technology than simply being a means to crunch the numbers. As the tight employment market for lawyers continues to make itself felt, part of the challenge for firms seeking to recruit and retain the best talent is to provide the best work tools. Work tools are a key part of the worklife balance. It is one thing for a firm to provide support in principle for progressive policies such as work-from-home, but the support means little in reality if lawyers cannot access all of their e-mails, voicemail and documents from home. Providing all of these things in one integrated portal, accessible from home or on the move, is the first important step towards providing a true work-life balance. So while the old leather-bound volumes might not be disappearing from all firms just yet, new developments in technology are worth watching – for more reasons than one. ALB

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TECHNOLOGY

TELECOMMUNICATIONS

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On a roll There is one area of investment that no one can afford to neglect. ALB takes a look at what has been keeping telecommunications practices busy Asia-wide

echnology, it has been said, is like a steam roller. If you are not part of the steam roller, you are part of the road. And with developed and developing economies alike rushing to take their place on the steam roller, the prospects continue to look good for telecommunications lawyers. From the still-evolving Chinese markets through to the more mature Asian markets, no one wants to be left behind on the information superhighway.

Chinese market To understand the opportunities presented by the Chinese market, it is advisable to take a closer look at the two main segments – basic telecommunications services and value add services. It is a distinction that is made in quite a few markets, says Alison Lindsay, partner at Clifford Chance. “Your basic services are the essential infrastructure such as the fi xed line network, satellites, mobile networks and so

on. The value add service operator leases capacity on, or access to, this infrastructure to provide services such as internet access or internet content services,” Lindsay says. She adds that the distinction can occasionally be problematic. “For example, voice-over IP calls would appear to straddle both categories.” Rocky T Lee, partner at DLA Piper, says that the value add sector is particularly promising – and not just for local operators. “The trend we’re seeing is that

“In the marketplace you often see M&A lawyers who have worked on a few telecommunications M&A deals also branded as telecommunications specialists” ALISON LINDSAY, CLIFFORD CHANCE Alison Lindsay, Clifford Chance

TELECOMMUNICATIONS

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Summary Governments across the region are investing large sums in new telecommunications networks to ensure their markets’ continued economic success. These “next generation networks” will be Internet Protocol (IP) based and will provide high speed (and in some cases ultra-high speed i.e. 100 MB/s and above) broadband access to the general public. These investments are qualitatively different in that governments are incentivizing operators to build “ahead of demand” rather than leaving it to the market, to ensure that their respective countries stay ahead or at least remain competitive with developments overseas, and also stimulate new markets. These investments come with “strings attached” in the form of enhanced open access regulatory requirements, to ensure that the investments benefit the market at large rather than just the selected operators. For lawyers, apart from the benefits we will enjoy as users (since bandwidth and high quality video conferencing will become more affordable), the spin-offs will be multiple. There will be more work for the operators and numerous equipment vendors and contractors involved, work for new entrants (like the broadcasting and media companies who will have an alternative channel to the market) and work for existing players who will take advantage of the new infrastructure sharing possibilities. In Singapore for example, the Government is expecting new high-definition video conferencing, telemedicine, Grid Computing-onDemand, security and immersive learning applications, to be available on its Next Gen NBN from about 2010.

Singapore Next Gen NBN Singapore’s tender for its Next Generation National Broadband Network is in full swing. The Request for Proposals for the NetCo (who will design, build and operate the passive infrastructure layer of the Next Gen NBN) and the OpCo (who will design, build and operate the active network layer of the Next Gen NBN) have now been published and tender submissions are due this year. The Government has announced that up to S$750 million of government funding will be available to the NetCo to help it rollout the nationwide network, which is expected to scale up to 1 Gbps

eventually. The NetCo race is likely to be particularly interesting now that Starhub, M1 and Hong Kong’s City Telecom have joined forces to bid against SingTel. Apart from the NetCo and OpCo having to provide certain mandated services to other operators at regulated prices, Singapore has decided to adopt separation between the different levels of the Next Gen NBN to achieve effective open access. The NetCo will thus have to be structurally separated from all other operators and the OpCo will have to be operationally separated from its affiliates. This is intended to create a more vibrant and competitive broadband market. The Minister has also announced that “If necessary, the Government is also prepared to consider legislation to achieve such effective open access for downstream operators in the next generation broadband market”. Singapore will join the UK and New Zealand in having separated operators.

partnership with the Government, with the Government investing a third of the amount. In announcing the award, Deputy Prime Minister Datuk Seri Najib Tun Razak said that “We want the service to be Ken Chia, Baker & rolled out quickly, McKenzie.Wong & Leow in a cost-efficient manner so that Malaysia would not be left behind in terms of competitive edge. The Government is committed to ensuring this materialises in the shortest possible time and the best way is choosing TM as our partner as TM’s existing infrastructure means that additional investment would be done on a lower cost basis and at faster speed”. The Government indicated that the service would offer competitive rates to encourage more users.

Australia

Comparisons

The previous Liberal Government announced last year that $958 million of Australia Connected funding would be awarded to the Opel consortium (a joint venture between SingTel Optus and Elders) to fund a regional wholesale broadband network. This project was terminated on in April 2008. The new Labour Government has announced its own A$4.67 billion Fibre-to-the-Node (FTTN) project, with the appointment of a Panel of Experts in March 2008, who will help shape the RFP, assess proposals for the network build and recommend the policy framework. The network is expected to deliver a minimum of 12 Mbps to 98% of the population, and the new tender will allow for “modular bidding” for different areas in Australia. The Government has also announced that it will legislate to gain confidential information from existing operators, that will be shared with the FTTN bidders to help them optimize their proposals.

Australia, Malaysia and Singapore are all investing large sums of public money in these new networks, with Singapore markedly increasing its open access controls as a condition of the funding. In contrast, the US has moved in an opposite direction, relaxing access obligations i.e. granting regulatory forebearance in return for increased fibre investment by the private sector. However, the US has different underlying circumstances in that it already has a vast network of cable broadband providers who are unregulated and not subject to the same rules as the ‘smaller’ broadband telecom providers. Which approach will turn out to be better is anyone’s guess but clearly Singapore and Malaysia had to take steps to kick start further investment to remain competitive. With South Korea, Hong Kong and Japan having the highest penetration of fibreto-the-home / building + LAN rates in the world (according to the February 2008 rankings by the Fibre-to-the-home Council) and the US moving up the global rankings, Singapore (in 14th place), Malaysia and Australia (both unranked with less than 1% penetration) have some catching up to do.

Malaysia The Malaysian government similarly announced last year that Telekom Malaysia has been awarded the RM15.2 billion high speed broadband services project to be rolled out to 2.2 million premises under a public-private

FIRM PROFILE

New High Speed Networks on their way

Note: Baker & McKenzie are advising on all three broadband projects in Australia (Opel), Malaysia and Singapore.

TELECOMMUNICATIONS value-added telecom services are attracting more and more attention in China. These areas include telecommunications software and solutions, infrastructure and platform businesses. “The fact that there’s been a de facto acceptance and tolerance of foreign companies investing in these areas has fuelled strong growth. We expect to see some consolidation soon and therefore lots of telecom-related M&A work in China is expected.”

Restructure Industry experts are predicting a major restructure of China’s telecommunications industry. “The market analysts are predicting that the announcement will be made in the second or third quarter of this year,” says Lindsay. “I don’t think we’ll see any further opening up of the Chinese market to foreign operators as a result of the restructuring. My understanding of the rumours is that the restructuring is domestically focused, so it will be more of a consolidation of the existing players to create three strong, integrated Chinese operators.” The restructure will result in additional work for law firms. “Certainly, there will

be a lot of work for firms that are involved in devising and implementing the restructure,” says Lindsay. “There are complex corporate structures involved, including listed vehicles in Hong Kong and Shanghai. Some of the companies involved are also listed in the US.” Lee also sees opportunity in the restructure and says that foreign investment is not necessarily off the cards. “Currently, foreign telecom operators are not permitted to be majority shareholders of a telecom operator company in China. However, this may change, given the reorganisation and restructuring of the telecom market in China. There’s a renewed interest in operator-status type of investment by foreign telecom operators. This spells opportunity for telecom lawyers and law firms with deep telecom expertise.”

Other key markets The volume of telecommunications work in the Asia-Pacific is likely to increase, despite the prospect of an economic downturn in some countries, says Penny Ward, partner at Baker & McKenzie. “This is largely due to the speed of technological change and the desire of

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certain governments to ensure that their countries are not being left behind in the digital race. This is driving increasing government investment in broadband infrastructure [and] the decommissioning of old analogue networks in favour of more efficient IP networks. “We’re also seeing government-mandated digitisation of analogue radio and television networks. With increased infrastructure investment, industry players are looking to mergers and acquisitions, joint ventures and outsourcing to finance these projects.” Telecommunications work in Singapore is likely to see a significant increase, largely due to the government’s implementation of the NGNBN (Next Generation National Broadband Network) project. “The provision of NGNBN services nationwide is likely to result in extensive roll out of telecommunications infrastructure. Such roll out could last until 2015, which is the targeted end date for completion of this high-speed connectivity network,” says Chong Kin Lim, partner at Drew & Napier. Lee makes the distinction between developing and mature markets. “It’s worth

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keeping in mind that markets like Hong Kong, Japan and Korea are relatively small, mature and highly regulated markets. We see the more exciting markets as China and the Middle East. The Middle East [countries], in particular, are just getting their infrastructure in place and law firms will see a dramatic increase in work coming in from this area shortly.” Lindsay also nominates India and Vietnam as markets to watch. “Some of the international telecommunications companies who invest in China see Vietnam as a natural double-play, because of the similarity of the regulatory regimes and low teledensity in Vietnam. “There’s also the planned privatisation of the mobile sector in Vietnam, which has created a lot of interest from foreign investors. India is another example of a very large population with low teledensity rates and there is huge potential there – although it’s seen as a tricky market in terms of the regulatory regime.”

A multidisciplinary role? “The link between finance and telecommunications law is very important,” says Lee. “Business and technology go where

TELECOMMUNICATIONS the money is and vice versa. Increasingly, lawyers must become knowledgeable in both.” Lim agrees, and adds: “Other than technical knowledge, a telecommunications lawyer must also possess good fundamentals in commercial and competition law if he or she is to advise clients on the broad spectrum of legal concerns that do arise in the telecommunications industry.” Lindsay says that while telecommunications lawyers need to have a good understanding of related areas such as M&A, financing, capital markets and litigation, this should not be at the expense of core knowledge, such as an intimate understanding of how the industry operates, and the regulatory and contractual framework underpinning it. “It takes years to develop this kind of expertise, as it does with any practice

Rocky T Lee, DLA Piper

Chong Kin Lim, Drew & Napier

area,” she says. “For example, I wouldn’t call myself an M&A specialist simply because I’ve done a few M&A deals. “But in the marketplace you often see M&A lawyers who have worked on a few telecommunications M&A deals also branded as telecommunications specialists.” ALB

“Lawyers must become knowledgeable in both [business and technology]” ROCKY T LEE, DLA PIPER

lifeSTYLE

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Wheels

Going green T

he 2007 Toyota Prius Hybrid was the first mainstream hybrid vehicle, and today its noble fleet of drivers include Al Gore, Leonardo Di Caprio and Cameron Diaz. First up, the Prius does not use a conventional key – powering up is done at the press of the ‘start’ button. Leave the key ‘fob’ in your pocket as everything is transmitted wirelessly. There is no revving of the engine; you know the car is ready to be driven by the illuminated ‘ready’ light in the dash. It can be a startling notion to be sitting in a car with no sound. Looking around the main console is like looking into the future. A touch

screen LCD display controls everything from the satellite navigation, Bluetooth phone system, radio and climate controls, reverse view camera and electric/petrol engine display There are no gears, so the transition to higher speeds takes place in a relatively smooth fashion. Acceleration is surprisingly quick and the Prius can travel 0–100km in 10.9 seconds. But the main selling point is the amazing fuel consumption and its positive impact on the environment. Driving the Prius can bring a 66% reduction in carbon dioxide emissions compared to similar sized cars, according to a CHOICE study.

When it comes to city driving, the Prius has an average consumption of 4.4L/100km. Stop and start traffic is what the Prius and its 1.5-litre petrol and electric engine thrive on, but we took the Prius on a trip of almost six hours, covering a distance of almost 500km each way – and the Prius surprised. Motorway driving was a breeze and the Prius kept its speed up. Fuel consumption for the trip was 5.7L/100km. The fully featured Prius is a bit on the pricey side, but if you want to do your bit to save the planet, why not begin with the Prius?

Listen as all those calories disappear… Gadget: Oregon Scientific Talking Pedometer with FM Radio What it is The Oregon Scientific Talking Pedometer measures how far you have walked or run in a particular period of time and how many calories you have burnt. It also includes an FM radio, an alarm clock and a timer and, to top it all off, this device can actually talk! Why you need it The pedometer is a great way of keeping track of how much exercise you are doing and how you are progressing. The device, from Oregon Scientific, combines

pedometer functions with the leisure of listening to the radio while you exercise. You can also set targets for calories and distance. And just by pressing the ‘talk’ button you can have all the vital information about your exercise routine read out to you. What’s particularly cool about it • Its size – the pedometer weighs just a few grams and measures less than 6cm in diameter • The FM radio allows you to preset five stations

• The ‘talk’ function tells how many calories burnt, how far you have travelled, the time and progress towards your target • There is a seven-day memory function, so you can view weekly or daily data • It has a backlight so you can read the display in the dark TARGUS MODULAR STAND

Website: www.targus.com

TOYOTA PRIUS

Key features: • Combination 1.5-litre petrol and 201.6 volt electric engine • DVD-based touch screen navigation • Vehicle stability control • Smart entry and start • Premium nine-speaker JBL audio system • 57kW at 5,000rpm • 115 Nm of torque at 4,000rpm High points: Fuel consumption, environmental, futuristic, safe Low points: Unattractive Website: www.toyota.com/priushybrid

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A ‘clip’ above the rest Gadget: The SanDisk Sansa® Clip MP3 player What it is Measuring not much more than a golf ball, the Sansa Clip is one of the smallest MP3 players around, but it is still packed with useful features. Its most handy feature is the built-in, detachable clip which means it can be easily attached to your belt or clothing. Why you need it For those who have not bought into the iPod hype, the Sansa Clip is worth considering as an alternative because of its size and ample storage capacity. Furthermore, with the built-in microphone, the Sansa Clip has the potential to be a useful business tool for recording client conversations. It is

also useful for those who are always on the move and who like to listen to music or the radio while working out at the gym or exercising. Key features • FM radio (and recorder) with 40 preset stations for listening to sports, tuning in at the gym or listening to your favourite music station • Microphone to record thoughts while exercising or on the go • Long-lasting rechargeable battery • Bright screen for easy navigation of tunes • Simple user interface that makes it easy to choose play lists or songs

sorted by title, artist, album and genre • 1GB model holds up to 250 MP3 songs or 500 Windows Media Audio (WMA) songs • 2GB model holds up to 500 MP3 songs or 1,000 WMA songs • 4GB model holds up to 1,000 MP3 songs or 2,000 WMA songs • Solid state flash memory for skip-free

playback of music • Supports many music download and subscription services

SANDISK SANSA CLIP MP3 PLAYER

Website: www.sandisk.com/products/

Investing in New Zealand The advantages of investing in New Zealand are clear: no stamp duty, strong rental demand and enormous potential for capital growth. But just how easy is it to buy property in New Zealand? And is it worth the hassle of managing a foreign property?

ew Zealand offers its residents an attractive lifestyle, with clean air, close-knit communities and thriving metropolitan centres – all set against a backdrop of stunning, sprawling landscapes. With a growing population and increasing rental demand, the country is attracting investors in droves; in regional areas, at least, foreigners are proving to be the dominant force in the property market. “We had a number of [foreign] investors – when the market was down six or seven months ago – coming into the market and buying in our provincial towns,” says Murray Cleland, president of the Real Estate Institute of New Zealand (REINZ).

“Now that values have shot up, that activity has flattened off a bit, but I imagine the investors that got in there earlier would be making some good capital gains if they chose to sell now.” About New Zealand Statistics NZ estimates that there are 4.18 million people living in New Zealand, in approximately 1.47 million residential dwellings (up from 1.27m in 1996). According to the New Zealand Property Investors Federation, around 170,000 investors own 400,000 of these properties. Unemployment rates are steady at a low 3.8%, which, together with strong domestic demand and foreign investment, has been underpinning a strong economy.

The Reserve Bank of New Zealand is increasing cash rates to try and dampen growth – most recently, and largely unexpectedly, in June this year – but it has had little effect so far. “I think it’s too early to see the effect of the interest rate rises we’ve had this year,” Cleland says. “The housing market in New Zealand traditionally slows through the winter period, but I think in the next month or two we will start to see the real effects of these interest rate rises.” Strong growth According to REINZ, median property prices have more than doubled nationally in the last decade, climbing steadily from just NZ$164,000 in May 1997 to NZ$350,000 in May 2007.

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Curves in all the right places Gadget: The BlackBerry Curve 8300 smartphone What it is It’s one of the latest exec tools (or toys) from BlackBerry, including the latest version of its pioneering push e-mail technology and increased multimedia functionality. Why you need it The BlackBerry is a popular device with lawyers primarily because of its push e-mail technology. The ‘Curve’ model makes it easier to download e-mail applications, browse the internet, listen to music and take better quality photos. Key features • The push-based BlackBerry e-mail system allows incoming e-mails to be displayed immediately and enables remote management of the user's inbox

• It allows the easy viewing of file attachments such as Microsoft Word, Excel, PowerPoint, Adobe PDF, JPEG, BMP and TIFF files • It comes with a built-in 2-megapixel camera with 5x digital zoom and LED flash to deliver sharp images • An advanced media player, microSD memory card slot and colour display mean you can watch videos in full-screen layout and listen to MP3 music files • It comes with a full 'QWERTY' keyboard plus spell-check function and customisable dictionary • It’s a quad band GSM phone that can be used almost anywhere in the world • It has USB for easy file transfer and

Bl h interfaces i f f use with ih Bluetooth for hands-free accessories What’s particularly cool about it The BlackBerry Curve’s organiser has a number of useful applications, all of which can be synchronised wirelessly

with BlackBerry desktop software. These applicatio applications include: • Calendar – Manage M and schedule appointments while you’re on the go • Address book – Access all your important contact con information wherever you are • Task list – Add, Add edit and delete tasks. Also mark tasks tas as ‘complete’ while you’re away fr from your desk • Memo pad – Compose, edit and delete im important notes and memos, anywhere anyw

BLACKBERRY CURVE 8300

Website: www.blackberrycurve.com

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The spirit of Shanghai: Panorama Hotel blends the best of the old and the new

ravellers to China come in many stripes. Some prefer the stately history of Beijing. Others the hustle and bustle of Hong Kong. And then there is Shanghai, which is in many respects China’s cosmopolitan centre. Certainly the city has changed a good deal over the ages, even in the 78 years since Noel Coward holed up for four days at the old Cathay Hotel – now the Peace Hotel – on Nanjing Road to finish Private Lives. Today the city is not only one of China’s oldest but also China’s largest, with an official population of over 16 million. Thus finding a place to stay, especially for the Shanghai novice, can seem like a daunting task. Fortunately there is the Panorama Shanghai Hotel, which represents a welcome refuge from anonymous boxy hotel rooms and the frenetic pace of the city for both the business traveller

and tourist alike. Its 146 rooms are in fact suites which offer all the comfort of home: lounge room, bedroom, even a discreet kitchenette (with, of course, a fully-stocked minibar). Making their way from the lobby after check-in, travellers find themselves in another world – this is not so much a luxury hotel (though the Panorama can certainly hold its own in those stakes) as a European country estate in the sky, with wooden doors and prints and furniture in the halls which call to mind the English midlands. Yet such illusions can only be maintained until one draws the drapes. Soaring high above The Bund, the Panorama Shanghai’s guest rooms look down upon the Huangpu River, where coal tenders and brightly-lit advertising barges process endlessly against the backdrop of the Pudong skyline, symbolising the vigour of the

Chinese economy. These views are best appreciated from the restaurant and bar at the top of the hotel, where a lavish breakfast is laid every morning and where cocktails are on offer to end the day or begin the night – an easy and tempting thing to do given that the Panorama Shanghai is just a short stone’s throw away from such throbbing nightlife districts as the recently-developed Xin Tian Di area. Meanwhile by day the hotel remains a convenient jumping-off point not just to the financial centre but to tourist attractions as well. At the northern end of the Bund, it is easy to make one’s way down one of China’s most historic waterfronts, before turning down Nanjing Road to get lost in any number of shopping arcades. Further afield, districts such as the French Concession beckon, but for the lucky traveller, the Panorama will still be there to welcome them home.

THE PANORAMA SHANGHAI

Website: www.accorhotels.com E-mail: reservation@panorama-sh.cn

lifeSTYLE

Stand and deliver… yourself from discomfort Gadget: Targus Modular Stand for Notebooks (and optional Chill Mat™) What it is The ergonomic modular stand houses your notebook computer and docking device – saving desk space – and its adjustable height (four settings) provides improved ergonomics, reducing the risk of computer-related discomfort. The Chill Mat™ prevents your laptop from overheating, making it work more efficiently. Why you need it Besides spending your day seeing clients, many of you will take up a great deal of time working on your laptop at home or in the office. The Targus modular stand ensures that you can do so without increasing the risk of strain or injury. Furthermore,

if it is used in conjunction with the Chill Mat™, it can maximise notebook performance by supplying cool air to your computer. Key features • Provides plenty of air ventilation for notebooks, cable-management, for an uncluttered workspace and extra storage for notebook accessories • The height can be adjusted to four desired viewing angles, improving the ergonomics • The stand can support up to 17” notebooks and fits Targus Docking Stations • Four rubber feet keep your notebook in place • The stand integrates with the

optional Chill Mat™ to provide additional active cooling What’s particularly cool about it The Chill Mat™ is USB-powered, meaning no AC adapter or power source is required. TARGUS MODULAR STAND

Website: www.targus.com

asian legal business ISSUE 8.5

lifeSTYLE

www.asianlegalonline.com

Shake a leg and get a move on Gadget: Sony Ericsson W580i Walkman® phone What it is The Sony Ericsson W580i is the latest ‘slider’ mobile phone and portable music device with the memory to store all your favourite songs, along with the usual array of online and imaging capabilities. Furthermore, it is extremely small, lightweight and stylish. Key features • The W580i is only 14mm thick and weighs just 94g • Stores up to 470 songs using the 512MB Memory Stick Micro™ • You can increase this capacity by expanding the memory to 2GB • Easily transfer music from your computer using the Disc2Phone music management software and USB cable • The phone comes with ‘in-flight mode’ so you can use some of the functions of the phone while airborne

• Full HTML web-browsing, Bluetooth and Java enabled • Enabled for Java push mail • Has standby time of up to 370 hours as well as talk time of up to nine hours • Download songs as ringtones directly to your phone using the ‘PlayNow™’ feature Why you need it No longer do you need a separate MP3 player – the W580i comes with enough memory to store nearly 500 songs (and more if you upgrade the memory), plus a host of extras (camera, web-browsing, pushtechnology e-mails) that will please any broker looking to keep up with the Joneses when it comes to the latest mobile technology.

can shuffle song playlists by simply holding down the Walkman® key and giving the W580i a shake! Also, if you love a tune that’s playing through your phone, but you don’t know the song name or artist, the W580i offers an intuitive music feature known as TrackID™ that identifies the track. TrackID™ lets you record a snippet of a music track, regardless of whether it’s playing out loud or via the phone’s FM radio and notifies you of the track name, artist and album. SONY ERICSSON W580i WALKMAN PHONE

Website: www.sonyericsson.com

What’s particularly cool about it The W580i comes with the ‘ShakeIt’ functionality, which means you

8.5_la_alb_hk hi-res.pdf

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PRIVATE PRACTICE

IN-HOUSE

FUNDS – HONG KONG

INVESTMENT / CAPITAL MARKETS – BEIJING

Are you seeking a funds role with one of the UK’s most prestigious law firms? Excellent opportunity to join leading funds practice. Quality work in friendly and well resourced team. On offer is first class training and attractive package. (PT1853) 2-4 YRS PQE

Be a chief proponent for a world leading financial institution by spearheading the legal and compliance requirements of this PRC investment business. Must have strong capital markets experience. Excellent leadership position on offer. (IS956) 7 YRS+ PQE

PROJECTS – HONG KONG

ASSISTANT GENERAL COUNSEL – HONG KONG

International law firm with highly regarded projects practice requires projects lawyer. You will work on major transactions within a friendly team. Exceptional career path to partnership and considerable client contact. Chinese Language skills not required. (PT1860) 3-6 YRS PQE

This global institution requires a legal adviser for its investment business. A background in private equity and M&A transactions is required. This is an opportunity to further your career in a stable environment. Highly competitive salary package. (IS955) 6 YRS+ PQE

US SECURITIES – HONG KONG

ENTERTAINMENT IP – SHANGHAI

Global law firm with strong worldwide US Securities practice seeks US securities associate. Must be US qualified with relevant experience. Excellent remuneration package and strong partnership prospects on offer. (PT1847) 4 YRS+ PQE

A new position has been created in the Shanghai office of this global giant. You will focus on interesting anti-piracy and IP enforcement issues for a diverse range of products. Fluent Mandarin is essential. Attractive salary and benefits package. (IS946) 5 YRS+ PQE

REAL ESTATE – SHANGHAI / BEIJING

REAL ESTATE INVESTMENT – HONG KONG

A senior HK lawyer is sought by this leading global player’s award winning property group. Experience in corporate transactions including IPOs, M&A, PE, and securitization in HK/China required. Diverse work in this leadership position. (PT1849) 5-7 YRS+ PQE

This established real estate company specializes in commercial and residential projects in Hong Kong. As in-house counsel and heavily involved on the business side, your work will comprise of fifty percent real estate and fixed income investment. (IS952) 3 YRS+ PQE

COMMERCIAL ARBITRATION – SHANGHAI

PROJECTS & CONSTRUCTION – HONG KONG

Are you a senior PRC arbitrator with CIETAC experience who wish to work in a leading international firm’s SHO? Handle corporate and commercial litigation advisory work while honing your arbitration skills. Great package and career path. (PT1856) 3-5 YRS+ PQE

This company has an impressive presence across the world. As Legal Counsel, you will advice on construction, general commercial, and project finance matters for a powerful brand. Impressive long-term career development opportunities. (IS951) 3-7 YRS PQE

CORPORATE / PRIVATE EQUITY – BEIJING

MNC GENERAL COUNSEL – HONG KONG

Premier global law firm with strong transactional practice wants a corporate/PE partner to join its Beijing office. Book of business or the ability to develop business is essential. Fluency in Mandarin is not a must. Equity partnership on offer. (PT1841) 7 YRS+ PQE

This Hong Kong listed company urgently requires an experienced corporate commercial lawyer to negotiate and review commercial and IT contracts, advise on cross-border M&A projects, and handle compliance and regulatory matters. (IS950) 4 YRS+ PQE

CMY

HONG KONG OFFICE Please contact James Garzon at (852) 2521 0306 or email hk@law-alliance.com

SINGAPORE OFFICE Please contact Jeremy Small at (65) 6829 7155 or email sing@law-alliance.com

www.law-alliance.com Visit our website to see the latest in-house and private practice vacancies worldwide.

asian legal business ISSUE 8.5

Sign off Davis LLP launches into cyberspace

avis LLP became the first Canadian law firm to open an office in the 3-D virtual world of Second Life, which is entirely built and owned by its residents. The firm’s virtual office currently focuses on intellectual property, technology and video game law, and will be accessible to a total of more than nine million residents from around the globe via Second Life. ALB

he Hudson Report recently revealed that expectations to hire have been dwindling in Asia. In Japan, respondents reported an 11% difference in hiring expectations between Q2 and the previous quarter. China, however, is more

70%

Singapore 60%

Japan

50%

Hong Kong

40%

China Apr-Jun 08

Jan-Mar 08

Oct Dec 07

Jul-Sep 07

Apr-Jun 07

Jan-Mar 07

Oct Dec 06

Jul-Sep 06

Apr-Jun 06

Jan-Mar 06

Oct Dec 05

Jul-Sep 05

Apr-Jun 05

Jan-Mar 05

Oct-Dec 04

Jul-Sep 04

30%

Source: The Hudson Report

IP IN CHINA

f the recent US trademark report by Dechert is any indication, Chinese companies in the US are keen to keep their own identity when it comes to exporting products under their original brand names. The report revealed that about 15% of applications filed with the Trademark Office are from companies in other countries

This case just won’t cut it A ccording to legal blog www.simplejustice.com, Daniel Hynes, a young lawyer from Manchester, once threatened a Concord hair salon with a lawsuit due to different and ‘discriminatory’ cut prices for men and women. Hynes demanded that the store pay him $1,000 because the unequal prices at the (Claudia Lambert’s) salon had caused him mental anguish – despite the fact that the salon charged women more than men. Not surprisingly, the jury were less than accommodating when the case was brought to court and convicted Hynes of misdemeanour theft by extortion. ALB

optimistic, with only a 9% drop. The response from Hong Kong over increasing headcount this quarter only differed by 1% from the previous quarter. Expectations have fallen in Singapore, with 49% forecasting increased hiring this quarter.

REGIONAL PERMANENT INCREASED HIRING EXPECTATIONS OVER TIME

Apr-Jun 04

sing his sense of humour in sync with his legal training, Paul Brennan of Australian suburban fi rm Brennans Solicitors recently produced another literary legal masterpiece, following the success of Law is an ass – make sure it doesn’t bite yours! His latest book – A legal guide to dying: Baby Boomers edition – covers the squeamish subject of death and all its complications, particularly targeted towards the older portion of the Baby Boomer generation, now aged in their 60s, who may be contemplating issues of inheritance, etc. While making fun of mortality, the book provides informative insight into the legal issues associated with death, with Brennan toting the tome as the “ultimate Exit Tool for those Boomers who are time-poor”. ALB

Respondents predicting increased hiring

Brennan finds the fun in fatality

Hiring recession is looming in Asia

– and China is now at the top of this list. From 2003 to 2007, the number of Chinese companies filing US applications has risen significantly, from 500 to 1,750. ALB