Asian Legal Business (SE Asia) Mar 2010

ISSUE 10.3

Middle East 2010

The Gulf gets back on track

Hogan Lovells

A match made in heaven?

Capital markets:

PRC mid-caps light up KOSDAQ

Employer of Choice: Top firms to work for revealed ALB Asia’s Leading Tax Firms Lateral moves ISSN 0219 – 6875 MICA (P) 215/07/2009

Deals Roundup Region-wide updates debt & Equity market intelligence

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EDITORial >>

Cadence in the cornflakes; music in M&A

W

ork/life balance – is it a contradiction in terms? ALB has detected a level of industry hostility towards the notion of work/ life balance, one of the more important manifestations of the warm and sensitive new corporate conscience.

Part of this may be generational. It is not uncommon for senior lawyers to take a dim view of their “Gen Y” counterparts, commenting that younger lawyers lack firm loyalty and are less prepared to work longer hours. It is the latter observation which has been a driver towards calls for the abandoning of lock-step pay for associates. In this context, “work/ life balance” is seen as simply another step in a pervasive rot, another sign that younger lawyers want the rewards but not the hard work associated with a career at a prestigious firm.

However, even those who are more generously disposed towards the younger generation of lawyers have expressed concern over the concept of “work/ life balance”. This concern stems from what is perceived as a false dichotomy between “work” and “life”, as though the two concepts were mutually exclusive. Does the lawyer with a genuine passion for their vocation really see work as a distinct segment of their life, or is one’s working life an indivisible part of the whole – an inalienable part of one’s identity?

In the 1960s, then budding poet Clive James applied for a job at a London advertising agency and was knocked back. The agency did not want an aspiring poet in their ranks; they wanted someone for whom the poetry was in the advertising itself, someone who could appreciate the cadence in the cornflakes.

Perhaps law is not dissimilar. Perhaps time will show that the next generation of truly respected lawyers will be those for whom art lies in advice – and not outside the office.

IN THE FIRST PERSON “I think capital markets lawyers in Korea will have good business opportunities for quite a long time” Steven Seung-Bok Nah, Yoon Yang, Kim Shin & Yu (pg11)

“In my experience, women want to leave the profession because they are not given the same opportunities” Employer of Choice survey (pg 37)

“A sports lawyer is essentially a commercial lawyer who also has a good grounding in IP, because what you are essentially dealing with in sports law is the issue of rights: their protection and exploitation” David Becker, International Cricket Council (pg 43)

Does the lawyer with a genuine passion for their vocation really see work as a distinct segment of their life, or is one’s working life an indivisible part of the whole – an inalienable part of one’s identity? www.legalbusinessonline.com

1

News | deals>> >> CONTENTS

contents

ALB issue 10.3

44

48

52

COVER STORY 30 ALB Employer of Choice

The best firms to work for, as voted for by you, in Asia and the Gulf

ANALYSIS 8

Hogan Lovells: a merger of equals?

How synergistic will the union of Hogan & Hartson and Lovells be in Asia? ALB speaks to the regional leaders of both firms and finds out their strategy for growing market share

10 Foreign listings in Korea Korea’s capital market is attracting more Chinese companies – but will this help Seoul realise its ambition to become a regional financial hub?

52 ALB Special Report: Middle East 2010 ALB reports from the Gulf, with the help of Citi’s general counsel for the region, not only on Dubai’s recovery prospects but also the lightning growth of legal services in Qatar, Oman, Kuwait and Bahrain

Regulars

12 Of counsel: a partner’s purgatory?

What’s in a name? ALB looks at the ‘of counsel’ position in the Asia-Pacific region, and finds out whether this title is really just a partner-inmaking’s purgatory

4 14 • •

FEATURES

•

42 In-house perspective David Becker, general counsel of the International Cricket Council, shares the joys and challenges that go with being in charge of the legal affairs for one of today’s fastest-growing sports

• • •

44 ALB’s Leading Tax & Trusts Firms 2010 ALB profiles the law firms that lead the pack in tax & trusts advisory work, as voted by in-house lawyers and business people from across the Asia-Pacific and Gulf regions 48 ALB Managing Partner series Rajah & Tann’s Sundaresh Menon reveals the

2

challenges he faces as the new leader of the firm, and shares his passion for arbitration

• • • • 14 16 64 66

DEALS NEWS Another merger for Asian legal market Singapore’s Harry Elias rocked by sudden departures White & Case left without Gulf partners; sends Asia lawyers to regroup New name, new hires for Stephenson Harwood Allen & Overy heads down under; launches in Doha WongPartnership goes green to capture new market Denton Wilde Sapte launches in Bahrain Lovells gains second Saudi office in Jeddah Azmi blazes Malaysia-China trail Hong Kong’s “litigation case of the century” UK Report US Report M&A deal update Capital markets deal update

INDUSTRY UPDATES 20 Intellectual property ATMD Bird & Bird 21 International tax AzureTax 22 Islamic Finance Amzi & Associates 23 IT Guidance Software 25 Employment law ATMD Bird & Bird 26 REGIONAL UPDATES • China Paul Weiss • Singapore Loo & Partners • Philippines Sycip Salazar Hernandez & Gatmaitan • Vietnam Indochine Counsel • Malaysia Wong & Partners

PROFILES 57 59 60

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Malaysia Wong & Partners is a Malaysian law firm dedicated to providing a quality and solution-oriented legal services to its clients. Wong & Partners has grown steadily with international standards of quality and experience and the Firm has a solid commitment to training its lawyers, and invests in training, professional development and quality management programs with the aim of producing lawyers of global standard.

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NEWS | deals >>

| KOREA |

deals in brief

►► VOGO Fund–BC Card share acquisition Value: US$156m Firm: Kim & Chang Lead lawyers: YM Huh, Won Kyu, John Choi Clients: VOGO Fund, Korea Global Fund Firm: Bae, Kim & Lee Client: Hana Bank Firm: Shin & Kim Client: SC First Bank

| hong kong | ►► RUSAL IPO

Firm: Ogier Client: Rusal

Firm: Sidley Austin Lead lawyers: Constance Choy, Alan Linning Client: Rusal

Firm: Cabinet D’ Avocats Client: Rusal

Value: US$2.2bn

Firm: Cleary Gottlieb Steen & Hamilton Client: Rusal

Firm: Asters Law Firm Client: Rusal

Constance Choy Sidley Austin

Firm: Linklaters Lead lawyers: Teresa Ma, Jon Gray Client: Underwriters Firm: Dewey & LeBoeuf Lead lawyers: Paul Chen, Stephen Wozencroft, Heng Loong Cheong Client: SUAL Partners

Peter Chen Dewey & LeBoeuf

Firm: Egorov, Puginsky, Afanasiev & Partners Client: Rusal Firm: Ashurst Client: Rusal Firm: Bredin Prat Client: Rusal

• First listing on the HKSE by a Russian company and only the second by a European company • Russian companies are tapping a new source of capital in the Hong Kong market to develop local economy

Firm: Jun He Client: Rusal

4

HEADLINE DEAL

• Controversial offering also made headlines for a number of other reasons. Hong Kong’s regulator, the Securities and Futures Commission (SFC), blocked retail investors with less than US$129,000 to the listing, as the company did not meet profit requirements and was deemed too risky. For Rusal and its underwriters, however, the restriction significantly hindered the company’s intention to open the offering to individual investors • Choosing Sidley Austin to advise on this deal may have been wise for Rusal, since last year the firm gained a key partner in Alan Linning, a former executive director of enforcement at the SFC. Linning also advised on the regulatory side of this offering • First transactional advice given as a partner for Dewey & LeBoeuf’s Heng Loong Cheong, after being promoted to partnership in 2010

• Acquisition of 30% BC Card shares

by VOGO Fund, Korea Global Fund • BK&L advised Hana Bank in 2009 on US$1bn notes offering due 2012 • SC First Bank turned to Shin & Kim for this deal but previously mandated Kim & Chang for US$29m stock acquisition of Eugene Corporation in 2009

| KOREA | ►► Doosan Heavy Industries & Construction–Škoda Power acquisition Value: US$654m Firm: Kim & Chang Lead lawyers: Y Park, HY Lee Client: Doosan Heavy Industries & Construction Firm: Brzobohatý Brož & Honsa Clients: Doosan Heavy Industries & Construction; Škoda Power Firm: Paul Weiss Lead lawyers: David Lakhdhir, Marc Perlmutter Client: Doosan Heavy Industries & Construction Firm: Norton Rose Lead lawyer: Milana Chamberlain Client: Doosan Heavy Industries & Construction • Korean manufacturer of power plants, Doosan Heavy Industries & Construction, along with Czech subsidiary Doosan Heavy Industries Czech, acquired 100% equity stake in Czech steam turbine manufacturer Škoda Power for €450m

• Doosan Heavy first sought out Paul Weiss in late 2006 to approach private owners of Škoda Power: Doosan later participated in Škoda Power auction in August 2008,emerging as winning bidder in 2009 • Considered one of Czech Republic’s most important transactions last year

“Norton Rose felt like an extension of the Doosan Heavy legal in-house function. While one would assume competence of any of the top law firms, the standard of Norton Rose’s team client care stands out” Jae Sub Sung, Doosan Heavy Industries & Construction

| INDIA | ►► Bain Capital–Himadri stake acquisition Value: US$125m Firm: AZB & Partners Lead lawyer: Vinati Kastia Client: Bain Capital Partners Firm: Kirkland & Ellis Client: Bain Capital Partners Firm: Argus Partners Client: Himadri Chemicals • Bain Capital US$54m investment to acquire 16% in Himadri, marketer of chemical products, is Bain's first investment in India • AZB & Partners conducted legal due diligence, drafting and negotiating the transaction documents and advising on the open offer process under the SEBI Takeover Code

| SINGAPORE | ►► Prudential Singapore - UOB Life Assurance acquisition Value: US$300m Firm: Rajah & Tann Lead lawyer: Cynthia Goh Client: United Overseas Bank of Singapore Asian Legal Business ISSUE 10.3

NEWS | deals >>

Firm: Allen & Gledhill Lead lawyers: Andrew Lim, Lim Chong Ying, Richard Young Client: Prudential Singapore • Acquisition of UOB Life Assurance

by Prudential Singapore Holdings

►► your month at a glance Firm

Jurisdiction

Deal name

Audier & Partners Vietnam

Vietnam Singapore Singapore Singapore Singapore Singapore Singapore Singapore Singapore India Vietnam India India US, India, Mauritius India Hong Kong/Russia Hong Kong/Russia Vietnam India India India India India India India Korea Hong Kong

Socialist Republic of Vietnam notes offering Public Utilities notes issue Prudential Singapore– UOB Life Assurance acquisition Queensley notes issue Suntec Real Estate Investment private placement Asia Pacific Breweries– Heineken proposed acquisition Starhill Global REIT– Starhill Gallery acquisition BreadTalk Group–Perennial Katong Retail Trust investment Mapletree Logistics equity issue ETHL Communications Holdings bond issue Socialist Republic of Vietnam notes offering ETHL Communications Holdings bond issue JSW Energy IPO Quadrangle Capital–Tower Vision investment Bain Capital–Himadri stake acquisition RUSAL IPO RUSAL IPO AirAsia–Vietjet Aviation JV Cognizant Technology – UBS Service Centre acquisition India Infoline divestments ETHL Communications Holdings bond issue Morarjee Textiles equity issue Bharti–Warid equity stake acquisition Bain Capital–Himadri stake acquisition DB Corporation IPO VOGO Fund–BC Card share acquisition International Mining Machinery IPO

Singapore

Jaya Group debt restructuring

Allen & Gledhill

• Ten-lawyer team from Allen & Gledhill involved in transaction • UOB previously retained A&G on 2008 Bank share offer; mandated R&T this year

| JAPAN/US | ►► Shiseido – Bare Escentuals acquisition Value: US$1.7bn Firm: Shearman & Sterling Lead lawyers: Peter Lyons, Ken Lebrun, John Cannon, Laurence Crouch Client: Shiseido Firm: Mori Hamada & Matsumoto Lead lawyers: Satoko Kuwabara, Kenji Ito Client: Shiseido Firm: Ropes & Gray Lead lawyer: David Chapin Client: Bare Escentuals • Shiseido acquires US make-up brand Bare Escentuals in twostep acquisition of shares. Bare Escentuals has a 67% share of the minerals make-up sector in US • Deal to help push up Mori Hamada’s ranking in the 2010 M&A league tables. It led both by deal value and volume in the 2009 Japan rankings, according to Mergermarket data • For Mori Hamada and Shearman & Sterling, the transaction will be the first reported mandate they have received from the cosmetics giant • Ropes & Gray’s Chapin is longstanding counsel to Bare Escentual’s largest shareholder, Berkshire Partners

| INDIA | ►► NPTC equity sale

Allen & Overy Amarchand & Mangaldas Appleby Argus Partners Ashurst Asters Law Firm ATMD Bird & Bird

AZB & Partners

Bae, Kim & Lee Baker & McKenzie Baker & McKenzie.Wong & Leow Bredin Prat Brzobohatý Brož & Honsa Cabinet D’ Avocats Cleary Gottlieb Clifford Chance Conyers Dill & Pearman Davis Polk & Wardwell

Desai & Diwanji

www.legalbusinessonline.com

RUSAL IPO Doosan Heavy Industries & Construction–Škoda Power Korea/Czech Republic acquisition Hong Kong/Russia RUSAL IPO Hong Kong/Russia RUSAL IPO Hong Kong Hai Tong Financial–Tai Fook Securities acquisition Hong Kong Shimao Property Holdings Consent Solicitation US, Indonesia, The Netherlands PT Cikarang Listrindo High-Yield Notes issue US, India, Mauritius Quadrangle Capital– Tower Vision investment Hong Kong Shimao Property Holdings Consent Solicitation Vietnam Socialist Republic of Vietnam notes offering India DB Corporation IPO US, India, Mauritius Quadrangle Capital–Tower Vision investment Hong Kong/Russia RUSAL IPO Hong Kong Hai Tong Financial–Tai Fook Securities acquisition

Dewey & LeBoeuf DLA Piper Egorov, Puginsky, Afanasiev Hong Kong/Russia & Partners India Fox Mandal Little India India Herbert Smith Hong Kong Hong Kong Holman Fenwick Willan Indonesia Jun He Hong Kong/Russia India India Khaitan & Co India India KhattarWong Singapore Kim Chang & Lee Korea Korea

Korea/Czech Republic

Value: US$1.8bn

Firm: O’Melveny & Myers Lead lawyer: David Makarechian Client: NPTC Firm: Amarchand & Mangaldas

Hong Kong/Russia

Kim & Chang

Korea

King & Wood Kirkland & Ellis

Korea Hong Kong India

Korea

Value (US$m) 1,000 176 300 200 100 379 299 200 57 925 1,000 925 584 300 125 2,200 2,200 Undisc 75 50 925 59 300 125 82 156 326

Deal type Debt market Debt market M&A Debt market Equity market M&A M&A Property M&A Equity market Debt market Debt market Debt market Equity market M&A M&A Equity market Equity market Aviation M&A M&A Debt market Equity market M&A M&A Equity market M&A/Private equity Equity market

700 Restructuring 2,200 Equity market 654 M&A 2,200 2,200 231 Undisc 300 300 Undisc 1,000 82 300 2,200 231

Equity market Equity market M&A Equity market Debt market M&A Equity market Debt market Equity market M&A Equity market M&A

RUSAL IPO

2,200 Equity market

Cognizant Technology– UBS Service Centre acquisition ONGC Tripura Power Company project financing ETHL Communications Holdings bond issue ZTE Corporation share placement Nine Dragons Paper top up placement PT Recapital Advisors– PT Berau Coal interests acquisition RUSAL IPO India Infoline divestments Hindustan Composite land sale RPG Enterprises mergers JSW Energy IPO Capital Square refinancing Chiron–Novelis Korea acquisition KNOC White Hill–Sumbe Joint Stock Company acquisition Doosan Heavy Industries & Construction–Škoda Power acquisition VOGO Fund–BC Card share acquisition National Oilwell Varco– Hochang Machinery Industries acquisition H&Q and IMM–Hi-Mart share acquisition International Mining Machinery IPO Bain Capital–Himadri stake acquisition

75 739 925 336 338 1,480 2,200 50 125 66 584 388 120 335

M&A Project finance Debt market Equity market Equity market M&A Equity market M&A M&A M&A Equity market Finance M&A M&A

654 M&A 156 M&A/Private equity 160 M&A 150 M&A 326 Equity market 125 M&A

5

NEWS | deals >>

Lead lawyer: Shardul Shroff Client: NPTC Firm: Luthra & Luthra Clients: ICICI Securities, Shardul Shroff Amarchand & Citigroup Global Mangaldas Markets India, JP Morgan India, Kotak Mahindra Capital • Indian government sells off its US$1.8bn equity stake in the country’s largest energy company, NPTC • First Indian IPO adopting ‘French Auction’ model; first fast-tracked offering by government-owned company under India’s newly introduced securities rules

| INDIA | ►► DB Corp IPO

Value: US$82m

Firm: AZB & Partners Client: Cliffrose Investments Firm: Skadden Lead lawyers: Jonathan Stone, Rajeev Duggal, Moshe Kushman Client: underwriters Firm: Desai & Diwanji Lead lawyers: Amit Khan Saheb, Apurva Diwanji Client: Underwriter Firm: Luthra & Luthra Lead lawyer: Madhurima Mukherjee Client: DB Corporation

6

Madhurima Mukherjee Luthra & Luthra

issuer, DB Corporation AZB & Partners, who were the issuer’s counsel in 2007, shifted to advisor for the sellers, Cliffrose Investments. Desai & Diwanji picked up a role advising Citigroup Global Markets. Skadden retained its role as underwriter’s counsel

| HONG KONG | ►► Hai Tong Financial– Tai Fook Securities acquisition Value: US$231m Firm: Woo Kwan Lee & Lo Client: Taifook Firm: Clifford Chance Lead lawyer: Cherry Chan Client: NWS Firm: DLA Piper Lead lawyers: Esther Leung, Jeffrey Mak Client: Hai Tong Hong Kong counsel • Hai Tong Financial acquired Tai Fook Securities from NWS Holdings • First takeover of a HK-listed company by a mainland brokerage

“The Chinese government is expected to gradually open up more channels for mainland investors to invest in overseas markets, among which Hong Kong is a key destination” Jeffrey Mak, DLA Piper

| VIETNAM |

Firm: King & Wood Client: IMM • International Mining Machinery launches Hong Kong IPO • IMM, backed by Jordan Company, formed in 2006 to acquire Jixi Coal Mining Machinery and Jiamusi Coal Mining Machinery

| VIETNAM | ►► AirAsia–Vietjet Aviation JV Value: Undisc

Firm: VILAF Client: AirAsia Firm: ATMD Bird & Bird Lead lawyers: Paul Briggs, Tay Beng Chai, Natalie Goh Client: AirAsia

Tay Beng Chai ATMD Bird & Bird

• AirAsia purchases 30% stake in Vietjet, to set up new airline called Vietjet AirAsia • Transaction advice split between London (Bird & Bird) and Singapore (ATMD) • VILAF previously advised AirAsia on its entry to Vietnam four years ago.

Firm retained through ATMD Bird & Bird. Referral arrangements helped transaction run smoothly for client • AirAsia mixes use of external legal counsel around Asia – retained Stephenson Harwood on its EU emission trading obligations in January 2010

►► Socialist Republic of Vietnam notes offering Value: US$1bn Firm: Davis Polk & Wardwell Lead lawyer: Eugene Gregor Clients: Barclays Bank, Citigroup Global Markets, Deutsche Bank Securities, BNP Paribas Securities, Calyon, Daiwa Capital Markets Singapore, Nomura International Firm: YKVN Clients: Barclays Bank, Citigroup Global Markets, Deutsche Bank Securities, BNP Paribas Securities, Calyon, Daiwa Capital Markets Singapore, Nomura International Firm: Allen & Overy Lead lawyer: David Johnson Client: Government of the Socialist Republic of Vietnam

David Johnson Allen & Overy

Firm: Audier & Partners Vietnam Client: Government of the Socialist Republic of Vietnam Lead lawyer: Nicholas Audier • Offering by the Vietnam Government of its 6.75% notes due 2020 • Lawyers from Davis Polk’s Tokyo, Hong Kong and London offices worked alongside YKVN to complete offering for government • Important deal for Vietnam – sets

| HONG KONG |

• DB Corp’s successful second attempt on Rule 144A/Reg S offering. 2007 IPO was reportedly delayed due to market instability and the company issued a draft red herring prospectus before holding off on the offering

Firm: Skadden Client: Sponsor

• All four firms returned on this transaction after advising on the company’s delayed IPO in 2007, with reshuffled roles for law firms

Firm: Walkers Lead lawyer: Denise Wong Client: IMM

• Instead of acting for the underwriters, Luthra & Luthra picked up the lead role for the

Firm: Baker & McKenzie Client: IMM

►►International Mining Machinery IPO Value: US$326m

Asian Legal Business ISSUE 10.3

NEWS | deals >>

sovereign benchmark for future financings by other Vietnamese issuers

►► your month at a glance (CONT) Firm

Jurisdiction India

JSW Energy IPO Sumitomo–Jupiter Telecommunications share offer Lee International National Oilwell Varco– Hochang Machinery Industries Korea acquisition Hong Kong/Russia RUSAL IPO India Cognizant Technology– UBS Service Centre acquisition US, Indonesia, The Netherlands PT Cikarang Listrindo High-Yield Notes issue India DB Corporation IPO US, Indonesia, The PT Cikarang Listrindo High-Yield Notes issue Netherlands Japan Sumitomo–Jupiter Telecommunications share offer

• Country’s first bond offer since 2005

Japan

Latham & Watkins

| VIETNAM | ►► Sumitomo–Jupiter Telecommunications share offer Value: US$1.36bn Firm: Skadden Client: KDDI Corporation Firm: Mori, Hamada & Matsumoto Client: Jupiter Telecommunications

Linklaters Luthra & Luthra Makarim & Taira S Morgan Lewis-TMI Mori Hamada & Matsumoto Nishith Desai Associates

Equity market M&A Debt market Equity market

300 Debt market 1,360 M&A

Japan/US

Shiseido–Bare Escentuals acquisition

1,700 M&A

Japan

Sumitomo–Jupiter Telecommunications share offer

1,360 M&A

India

Prysmian–Ravin Cables stake acquisition

Undisc M&A

Korea

VOGO Fund–BC Card share acquisition

156 M&A/Private equity

Singapore

BreadTalk Group–Perennial Katong Retail Trust investment

200 Property M&A

Hong Kong/Russia India Hong Kong Japan Hong Kong Hong Kong Hong Kong India Hong Kong Japan Singapore

RUSAL IPO Cognizant Technology– UBS Service Centre acquisition Shimao Property Holdings Consent Solicitation KDDI Corporation– Jupiter Telecommunications stake acquisition Mitsui and China Electronics–TPV share acquisition Hidili Industry International Development bond issue due 2015 SouthGobi Energy Resources IPO DB Corporation IPO International Mining Machinery IPO Sumitomo–Jupiter Telecommunications share offer PV Keez establishment via JV

Firm: Sherman & Howard Client: Liberty Global

Shearman & Sterling

www.legalbusinessonline.com

2,200 75 300 82

Shook Lin & Bok

Rajah & Tann

“There has been a great deal of activity in the telecommunications and broadcasting sectors in recent years in Japan and we expect to see further consolidation and integration going forward” Lisa Yano, Morgan Lewis-TMI

160 M&A

Shin & Kim

Firm: Morgan Lewis-TMI Lead lawyers: Lisa Yano, Kunio Namekata, Ippei Takushima Client: Sumitomo Corporation

• Deal may lead to further legal work arising from Japan’s telco industry

1,360 M&A

Sherman & Howard

Norton Rose Ogier Paul Weiss

• Morgan Lewis-TMI has existing relationship with Sumitomo Corporation. Advised on restructuring of Jupiter TV in 2007; company’s acquisition of 30% interest in Jupiter Shop Channel in 2008; and Sumitomo’s partnership with Liberty in 2004

Value Deal type (US$m) 584 Equity market

Doosan Heavy Industries & Construction–Škoda Power acquisition Korea KNOC White Hill– Sumbe Joint Stock Company acquisition Hong Kong/Russia RUSAL IPO Korea/Czech Republic Doosan Heavy Industries & Construction–Škoda Power acquisition Singapore Bright Day–Yantai Raffles Shipyard acquisition Singapore BreadTalk Group–Perennial Katong Retail Trust investment Singapore Prudential Singapore– UOB Life Assurance acquisition US, India, Quadrangle Capital– Tower Vision investment Japan/US Shiseido–Bare Escentuals acquisition Korea KNOC White Hill– Sumbe Joint Stock Company acquisition Japan/US Shiseido–Bare Escentuals acquisition US, Indonesia, The Netherlands PT Cikarang Listrindo High-Yield Notes issue Japan Sumitomo–Jupiter Telecommunications share offer

Firm: Latham & Watkins Client: Liberty Global

• Sumitomo Corporation to boost its holdings in Jupiter Telecommunications (JCOM)

Deal name

Reed Smith Ropes & Gray Salans

Sidley Austin

Skadden

Stamford Law Corporation Tatva Legal VILAF Walkers Watson Farley & Williams

WongPartnership

Woo Kwan Lee & Lo YKVN Yulchon

Korea/Czech Republic

654 M&A 335 2,200 654 385 200 300 300 1,700 335 1,700 300 1,360

2,200 75 Undisc 4,000 120 250 438 82 326 1,360 150

M&A Equity market M&A M&A Property M&A M&A M&A M&A M&A M&A Debt market M&A

Equity market M&A Equity market M&A M&A Debt market Equity market Equity market Equity market M&A JV

Singapore

Swing Media Technology; Transcu Group equity finance

US, India, Mauritius Vietnam Hong Kong Singapore Singapore Singapore Singapore Singapore

Quadrangle Capital– Tower Vision investment AirAsia–Vietjet Aviation JV International Mining Machinery IPO Bumi Armada Berhad– Hoang Long Joint Operating Company deal Singfuel Investment–Chemoil proposed acquisition Swing Media Technology; Transcu Group equity finance Mapletree Logistics equity issue RSH share sale

50 Finance

Singapore

Norske Skog–Norske Skog PanAsia amalgamation

1,200 M&A

Singapore Hong Kong Vietnam Korea

Mapletree Singapore Industrial Trust refinancing Hai Tong Financial–Tai Fook Securities acquisition Socialist Republic of Vietnam notes offering H&Q and IMM–Hi-Mart share acquisition

64 231 1,000 150

300 Undisc 326 700 459 50 57 93

M&A Aviation Equity market Finance/JV M&A Finance Equity market M&A Finance M&A Debt market M&A

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

Please contact

alb@keymedia.com.au

61 2 8437 4700

7

NEWS | analysis >>

Analysis >>

Hogan Lovells: a marriage made in heaven?

Lovells’ Crispin Rapinet and Hogan & Hartson’s Jun Wei make the case for the merger of their two firms and explain why they feel theirs will succeed where others have faltered

T

hat Asia and the Middle East are key pillars in the strategy of the firm soon to be known as Hogan Lovells is no secret – so much is obvious from even the most cursory glance at the firm’s numbers on the ground here.

The merged firm will have a total of 45 partners, 198 lawyers and 11 offices in the region, dwarfing all but a few of its international rivals. Only the brave would bet against the firm either adding lawyers to its ranks or opening further offices in the region over the next 12 months.

But as easy as it is to be distracted by the impressive numbers, a look at what each firm brings to the table provides a more accurate indication of where the firm’s fortunes lie in the region.

The merger of equals

As one avid legal market watcher told ALB last year, while the term ‘merger of equals’ is an often overused one in the context of large law firm mergers, 8

Hogan Lovells may be the closest we have seen yet. But while this may be true when weighing up the strength of each firm’s operations in their home markets, is it the case for Asia and the Middle East?

On paper, Lovells brings three times the manpower to the merger, five more offices and stronger credentials in almost every practice area.

But to distil the union down to what each firm brings to the table would be to miss the raison d’etre of the merger – synergy.

“For a merger of this size to work it can’t be an up-and-down full-service merger; it has to be about Crispin Rapinet Lovells seeking out synergies and identifying complementary areas of practice,” said Rapinet. “The two firms are committed to improving in areas through a merger which would not have been possible as two separate law firms.”

“With the merger of our firms in Asia and the Middle East we believe that we are achieving exactly this.

While we are contributing offices in South-East Asia and the Middle East and our strengths in IP, finance and dispute resolution, Hogan & Hartson are bringing with them their expertise in private equity and venture capital plus their very strong mainland China regulatory practice,” said Rapinet.

“These are all areas which we have been looking to build up in the region.”

While Rapinet said that the remaining months leading up to the merger will be about “strengthening the practices at a high level,” one can’t help feeling that Rapinet, Wei and their fellow partners have already looked beyond this stage, busy identifying where the best prospects for the growth of their merged firm lie.

“The ideas we have in relation to investment opportunities will be discussed formally when the partners meet later on, but one area which is Asian Legal Business ISSUE 10.3

NEWS | analysis >>

interesting for us is dispute resolution in the Middle East,” said Rapinet. Wei adds a number of areas to Rapinet’s list. Mainland regulatory work, private equity, real estate and outbound investments by Chinese companies.”

“We’ve always had the aspiration to grow these practices as Hogan & Hartson but lacked the resources,” Wei said. “Now we have those and I look forward to working with my partners to build our practice in these areas as Hogan Lovells.”

Logistics

As much as Wei and Rapinet are noticeably excited about the resources that the merger will bring to their respective practices, they are also well aware of the logistical hurdles that await them in the lead up to 1 May, when the merger comes into effect.

“The next few months will present organisational challenges to everyone concerned,” said Rapinet. “For one, there are new management structures which will – and are –being created, but the fact that these take elements from the existing management structures of both firms means that the impact on the firm and its people will be lessened.”

Earlier this year Wei was elected to the Hogan Lovells board which will have a supervisory responsibility for overseeing the affairs of the firm, ostensibly in relation to the partnership. Rapinet was appointed to the firm’s international management council which will be charged with leading the strategic direction of the firm and managing its day-today operation. Both are borrowed from Lovells’ current management structures.

Taken from Hogan & Hartson is the combined firm’s compensation system.

Under the arrangement Lovells will move on from a managed lockstep compensation system to one that is more merit based.

But arguably the larger headache is that of conflict of interests arising between the two firms’ respective client bases. In the UK, the combined firm faces problems with several clients, of which Hogan’s representation of Rupert Murdoch’s BSkyB and Lovells’ relationship with ITV have been covered most widely. www.legalbusinessonline.com

But according to Rapinet, there aren’t any client conflicts of this magnitude looming for Hogans Lovells in either Asia or the Middle East. “As you would imagine, we have been examining the potential for client conflicts and this process got underway long before we decided to merge,” he said. “In Asia and the Middle East, it’s looking like this won’t be an issue and we won’t have any serious client concerns to address.”

“The two firms are committed to improving in areas through a merger, which would not have been possible as two separate law firms” Crispin Rapinet, Lovells

Expectations and legacy

While the firm has not yet set itself benchmarks or targets that need to be met, it seems the market most certainly has. To say that Hogan Lovells will prove something of a litmus test for big law mergers is an understatement. A number of managing partners on both sides of the Atlantic are understood to be watching with interest to see if the melding of people, cultures and management that Wei and Rapinet speak of can be successfully pulled off. And perhaps more importantly, what clients make of it all.

But Hogan Lovells need not only be a test case for the revival of the trans-Atlantic merger. If anything, the union provides ample proof of just how important emerging and nascent legal services markets like those in China, South-East Asia and the Middle East are in any expansion equation. Judging by the various alliances, tie-ups and ‘best friends’ agreements between international and domestic law firms in Asia, the first Asia merger of equals could be just around the corner. ALB

►► Hogan lovells in Asia and the Middle East Lawyers

Partners Total

China (Beijing + Shanghai)

76

11

87

UAE (Dubai + Abu Dhabi)

24

11

35

8

0

8

Vietnam (Hanoi + Ho Chi Minh City) Hong Kong

67

14

81

Singapore

18

4

22

Tokyo

19

6

25

TOTAL

212

46

258

9

NEWS | analysis >>

Analysis >>

Korea lures Chinese companies Exchange,” said Edward Kang, a senior foreign counsel at Yulchon. “By definition, being more international requires having more foreign listings, so the KRX is trying to attract more foreign companies to list.”

Korea’s efforts may be working.

According to investment consultant firm Xinhua Capital, up to 40 Chinese companies are preparing for listings in Korea. In September last year, Xinhua Capital claimed that around 24 companies signed underwriter agreements – 11 of them from China, three from the US, and one from Vietnam. The most recent Chinese company was China Hao Ran, a recycling company that received much fanfare after its listing in February.

China

Korean IPOs: China Hao Ran on its listing on KOSDAQ in February

Chinese companies are looking to the Korean capital market for further business in light of the strong economic growth in the region Story by Rashida Yosufsai

►► Chinese companies on the KRX Company

Listed

Market

3NOD Digital

Aug-07

KOSDAQ

HuaFeng Textile

Nov-07

KOSPI/ HKEx

Cowell Electronic

Jan-08

KOSDAQ

Union Tech

Dec-08

KOSPI

China Food Packaging

Mar-09

KOSDAQ

China Ocean Resources

May-09

KOSPI

China Great Star

May-09

KOSDAQ

China Engine Group

Dec- 09

KOSDAQ

China Hao Ran Recycling

Feb-10

KOSDAQ

►► Chinese companies and their law firms Company 3NOD Digital China Great Star China Engine Group

10

Law firm Yoon Yang Kim Shin & Yu Yoon Yang Kim Shin & Yu Duan & Duan

T

he South Korean bourse is in damage control. Some foreign companies that have listed since the local markets opened up to them five years ago have watched as their share prices have fallen over the last year. This could be a problem for Korea’s capital markets lawyers, who, like the rest of the world’s legal professions, are looking to capture some of the economic growth from rival economies, especially from China.

But local lawyers aren’t too worried. Much of their faith lies in their government and its efforts to establish Seoul as an international financial centre. Luring more foreign companies is just one step towards that goal. “The KRX wants to become a more recognised international exchange, much like the Singapore Stock Exchange and Hong Kong Stock

The Korea Stock Exchange (KRX) opened its doors to foreign companies in 2005 long before Hong Kong did in 2009, but interestingly, it’s been Chinese companies that have shown most interest – around 10 are now listed on the Exchange. The first to list was Shenzen-based audio components manufacturer 3NOD in 2007, which saw its share price soar by 20% on its first trading day. At the time, 3NOD’s chairman said that the reason for listing in Korea was that China and Korea were “good neighbours” with relatively similar economies. “In addition, the Korean securities market is an important, international market where foreign investors hold 42% of the total market value,” said the company in a statement.

Steven Seung-Bok Nah, a partner at Korean firm Yoon Yang, Kim Shin & Yu, advised the company on its listing. Nah echoes Steven SeungBok Nah 3NOD’s chairman in Yoon Yang, Kim outlining the attraction Shin & Yu of Chinese companies to Korea. “Korea and China are not only geographically close, but also have a very close relationship in terms of Asian Legal Business ISSUE 10.3

NEWS | analysis >>

“Korea and China are not only geographically close, but also have a very close relationship in terms of investment and trade. It’s also easy to secure a growth [strategy] after listing, such as through M&A with blue-chip Korean companies and investments in relevant industries” STEVEN SEUNG-BOK NAH, YOON YANG, KIM SHIN & YU

investment and trade,” he said. “It’s also easy to secure a growth [strategy] after listing, such as through M&A with blue-chip Korean companies and investments in relevant industries.”

According to others, there is much more to this trend than just friendly economic relations. “Chinese SMEs find the KRX an attractive option for a variety of other reasons, including competitive fees and Korean investors’ strong appetite for foreign equities,” said Yulchon’s Kang.

Compared to Hong Kong, Korea’s listing fees are around 30% lower, and IPO filing results take a quick two months. “It’s difficult to make a general comparison of listing costs between markets as most of the costs related to an IPO are negotiable on a case-by-case basis with underwriters and law firms,” said Nah. “But the listing fees and regulatory costs of the KRX are much lower than those of other markets.”

Share trading velocity on the KRX was higher than that of Tokyo, Hong Kong and Singapore in 2008, explained Nah, adding there is also Korea’s liquidity. “Market liquidity is crucial for the listed companies because it enables them to tap additional financing post-listing, and for the investors, profit realisation,” he said.

The KRX offers liquidity, a stable investor base and competitive listing fees and regulatory costs. These features make it clear that Korea is doing everything it can to facilitate

China Hao Ran executives

www.legalbusinessonline.com

its effort to become a financial hub, and the current level of interest from foreign companies clearly shows that the Capital Markets Consolidation Act, introduced in 2005, is working.

“Korea’s modernisation of its banking and finance laws has attracted much foreign interest from both China and elsewhere,” Kang said.

As Korea recovers from the global financial crisis (and much faster than its Asian neighbours, some are saying) its lawyers are waiting with bated breadth for another year of busy capital markets activity. “Several Chinese companies have contacted our firm directly or indirectly to be listed in Korea recently,” he said.

His firm Yoon Yang Kim Shin & Yu is also reported to be looking to open an office in China. “I think capital market lawyers in Korea will have good business opportunities for quite a long time,” says Nah. Further modernisation of Korea’s banking & finance laws also pose another source of business for firms. Lee & Ko partner Wonkyu Han says his firm is preparing for more changes. “The conditions and requirements to list Wonkyu Han foreign companies on Lee & Ko the KRX is continuously changing, so we’re preparing ourselves by researching and comparing issues on foreign companies that Korean investors may not be familiar with,” he says.

Kang believes the more modernised Korea’s banking & finance laws become, the more foreign companies it will attract. “The trend to embrace international standards has been broad-based in Korea for the past few years, and as word spreads, it will lead to more foreign activity, including more foreign listings.”

By modernising laws, Korea will be able to capture those Chinese companies who face more restrictions to list locally than in Korea. “The Chinese government still restricts the listing of Chinese companies. The Korean economy has a comparative advantage in certain industries and it is expected that companies in those industries would prefer to list in Korea,” said Lee & Ko’s Shin. ALB 11

NEWS | analysis >>

Analysis >>

The ‘of counsel’ position: good for lawyer, firm or client?

Are international firms increasingly using the title 'of counsel' to provide an extra career path for their lawyers or an extra weapon in their business development agendas?

ALB finds that the truthful answer varies from firm to firm and lawyer to lawyer...

I

f building capacity with lateral hires and partner relocations will be considered as one trend among international firms in 2010, then en-masse counsel promotions must be another. In January alone a significant number of international firms either promoted senior associates to counsel or made lateral counsel hires.

Clifford Chance, Davis Polk, DLA Piper, Latham & Watkins and Vinson & Elkins, to name a just few, have all promoted lawyers to counsel. The principle motivation for firms to elect lawyers to counsel – a rank between senior associate and partner – is obvious: recognizing their outstanding performance and contribution to the firms.

“In our firm, counsel promotion is the management committee’s recognition of specific senior associates who have distinguished themselves with expertise in a certain area of law, and have demonstrated excellence in practising law. It’s a compliment to their skills and capability,” said Jay Cuclis, a member of Vinson & Elkins’ management committee and the head of the firm’s Asia practice. Vinson & Elkins formally adopted the counsel program firm-wide in 2006, when it promoted 40 senior associates to counsel globally.

In January this year, the firm announced the promotion of Beijing senior associate Nicholas Song to counsel – the first counsel in its China offices. Song, who joined the firm in 2000, focuses his practice on

12

counsel. From a client’s perspective, it suggests a level of seniority and it’s a good thing to deal with someone more senior. It’s also good for the individual lawyer who wants to feel his achievement being recognised,” said Jamie Barr, Lovells’ head of corporate in Asia.

Barr also sees the counsel position as a good intermediate step for top talent who are on track for partnership. “A partner’s job is very different from that of an associate. It involves more management, business development and client management. Bringing top-flight lawyers through to this intermediate step makes it easier for them to undertake business ►► Recently promoted counsel Firm Clifford Chance Davis Polk DLA Piper Latham & Watkins Vinson & Elkins

Name David Lam Gerhard Radtke Jenny Liu Karen Yan Nicholas Song

international arbitration and dispute resolution matters. “The role of counsel is to help manage clients’ legal matters and supervise and mentor junior lawyers. On a regular, ad hoc basis, we consider whether certain lawyers should be elected to counsel,” said Cuclis.

Stopover or destination?

As every firm classifies the career potential and responsibilities of the counsel role differently, it is sometimes unclear whether the position is a stepping stone, or an alternative, to partnership.

At Vinson & Elkins, any counsel could be at any time elevated to partner, and equally, some associates will be considered directly for partnership. “Counsel is not necessarily an intervening step in the partner promotion process, but rather a designation for certain associates to play a greater role,” said Cuclis.

Lovells, on the other hand, uses the position as part of its promotion ladder, often for people who have partnership potential but aren’t quite ready.

However, in principle, senior associates are still able to move straight into the partnership. “As practice evolves, it’s normal for lawyers to come through to

Location Shanghai Hong Kong Beijing Shanghai Beijing

Practice area Banking and finance Capital markets Corporate finance Corporate Dispute resolution

development, helps them gain the confidence of their clients, and prepares them for the next step,” said Barr.

At Lovells, counsel and consultants are involved not only in front-line transactional advisory work but also with certain department and client responsibilities. Currently, the firm has 14 counsel and consultants in Greater China alone. Barr said a number of candidates for the upcoming round of partner promotions in Asia were in counsel and consultant positions.

At other firms, counsel can be a title for lawyers who want more flexibility with work schedules than partnership offers; associates that are not interested in the partner track; or senior lawyers coming to a firm from public service or corporations who have no business.

Economic realities

It’s debatable whether one designation is better than another, but promotions need to be justified by the business environment as firms become savvier about profitability. The contributions of senior non-partners are increasingly recognised as critical to a firm’s financial well-being. As long as the Asian Legal Business ISSUE 10.3

NEWS | analysis >>

role makes sense in financial terms, counsel will have strength and prestige in the firm hierarchy.

“When the pressure for business origination is high, firms will want to have more people actively involved in business development. The counsel role allows more senior lawyers to build a book of business,” said Frazer Xia, the founder and managing director of leading legal recruitment firm China Legal Career.

“Profit per partner (PEP) is also an essential concern when it comes to partner promotion. If a firm expands its partnership too quickly, its PPP may be diluted. So when firms are not so comfortable about promoting someone to the partnership immediately, they can appoint the lawyer to counsel first,” Xia said.

Having the role of ‘counsel’ can clearly have a favourable impact on a firm’s bottom line: charge-out-rates for counsel are generally higher than those of senior associates and in some cases can approach that of junior partners.

A former counsel at a Magic Circle

www.legalbusinessonline.com

firm’s Shanghai office who is now a partner of a PRC firm provided a case in point. The source told ALB that when he was counsel his hourly rate was up to US$200 higher than some of the senior associates. “Counsels are more like partners than associates; they could have their own clients, manage their own cases and participate in certain management tasks. They contribute considerably to firms’ revenues without having a share in the profits,” he said.

According to another leading international legal recruitment firm, the remuneration packages for counsel in different firms vary vastly. The salary range for counsel who are on track to partnership in US Top 50 firms can be anywhere from US$250k to US$400k.

However, in some cases a permanent counsel who doesn’t want to become partner and doesn’t do business development can earn up to US$600k due to his important role and seniority in a firm. Nevertheless, these figures are significantly lower than from what senior partners can earn.

►► Counsel roles - cheaper for the firm or the client?

Title Senior associate (8 years) Counsel Partner (equity)

Hourly chargeout-rate 500-600

Annual remuneration 250K - $300K

600 – 700 700 – 1000

300K - 400K From 500K to 3M

Note: figures are provided by CLC as an indication only

The source also witnessed the trend towards a widening use of counsel roles in the Asia offices of some international firms.

“A few years ago, international firms tended to promote senior associates directly to partners in Asia. But using the counsel role as a transition to partnership seems the obvious route now,” he said.

As the prospects for 2010 brighten it’s reasonable to expect that the count of counsel in international firms will grow in line with that of associates and partners. In some cases this will be a good thing for lawyer, firm and client alike; in others, it will not. ALB

13

NEWS >>

singapore >>

uk report Freshfields first to list associate salary freeze Freshfields has become the first UK firm to lift associate salary freezes in the current financial year, but newly qualified lawyers’ salaries will remain at their lower rates. The firm, the first among the city firms to unfreeze salaries, originally froze associate salaries in February 2009 and dropped NQ salaries from £66,000 to £59,000. The decision to reverse part of the salary freeze came following a partnership committee meeting held last month.

Eversheds appoints Heaps as new chairman Eversheds has made current litigation head John Heaps the firm’s new chairman, succeeding Alan Jenkins from 1 May this year. Based in London, he will combine his role as litigation head while serving a four year tenure as chairman. Heaps said his priorities as chairman included raising the firm’s international profile.

White & Case loses London banking lawyers White & Case has lost five lawyers from its London banking team this year to Latham & Watkins and Ropes & Gray. Four lawyers from the firm’s bank finance team, headed by partner Chris Kandel, left the firm on 29 January to join rival Latham & Watkins. In February senior associate Tania Bedi departed for Ropes & Gray.

Ashurst rebuilds Milan office Ashurst has gained three new partners for its Milan office, with two partners – structured finance specialist



Ugo Giordano and corporate lawyer Fabio Pizzoccheri – joining from Dewey & LeBoeuf. The third partner, corporate and litigation specialist Ilario Giangrossi, joins the firm from local law firm Pedersoli.

The appointments will help Ashurst rebuild its Italian presence after it lost a number of partners last year, including managing partner Riccardo Agostinelli.

The firm now has eight partners based in Milan.

Salans raids Mayer Brown for Brussels launch Salans has launched a new Brussels office by poaching seven lawyers from US firm Mayer Brown’s local office. The lawyers – who joined Mayer Brown Brussels from Hammonds back in 2006 – are competition partner Edward Borovikov, international trade director Rudi Leleu, of counsels Bogdan Evtimov and Charles De Jage, and three associates.

Salans’ Brussels office will open in March and will be the 22nd office for the firm. Meanwhile it has appointed New York partner François Chateau as its new chairman, succeeding Stephen Finch who held the position for five years. Finch will remain on the seven-partner board of the firm.

Clifford Chance, Slaughter and May take on New Look IPO Clifford Chance and Slaughter and May have each landed roles on the £650m IPO of UK fashion chain New Look. Four partners at Slaughter and May are advising New Look on finance and pension issues, while Clifford Chance partner Adrian Cartwright is advising the bookrunners.

ROUNDUP • Bird & Bird has hired M&A partner Arturo Meglio, founder of SJ Berwin’s Milan office, to work across its Milan and Rome offices • Norwegian firm Wikborg Rein will be Norway’s first firm to offer English law in London, after it appointed three new partners for its office there. The firm is moving to new premises in London • Clifford Chance’s London finance head Mark Stewart has announced he is retiring from the firm. Stewart lost the race to become the Magic Circle firm’s London managing partner last year • European firm Field Fisher Waterhouse has hired former Allen & Overy lawyer Thierry van Innis for its Brussels IP practice. Van Innis will be the third lawyer joining the firm from A&O since September 2009 • Shearman & Sterling posted a 12% drop in fee income in its London office, down to US$99.7m in 2009 compared to 2008, when it was US$113.8m • Claire Fougea, Norton Rose’s partner and head of employment law in Paris, has left to join local French firm Franklin, heading the firm’s employment law department. Three associates have also left Norton Rose • Danish firm Gorrissen Federspiel has appointed transportation practice head Peter Appel as its next managing partner, succeeding Niels Heering who will be the first chairman of the 185-lawyer firm

14

WongPartnership W ongPartnership will have its carbon footprint monitored as part of a new government-sponsored program. The firm has also launched an environmental & green economy practice to capture the new market for “green” and renewable energy transactions. It is piloting an online software program called CarbonView, which will monitor the firm’s carbon emissions and waste levels. A group of 30 lawyers and staff Low Kah Keong WongPartnership have volunteered to act as ‘carbon cops’ within the firm to enforce waste-reduction initiatives, such as cutting down on the use of paper and plastic cups, and by proposing new green policies.

In line with the program, WongPartnership has also launched a new environmental & green economy practice consisting of ten lawyers and headed by partners Low Kah Keong and Rosabel Ng. Low said on both

indochina >>

Another merger O

n January 1, 2010, as the new Norton Rose group came into effect, Indochina law firm DFDL Mekong was finalising its own merger with Bangkok-based McEvily & Collins. After subsuming the McEvily & Collins brand in Thailand, the law firm gained a new office in Phuket, two new partners and 15 lawyers.

While the merger was not on the scale of a global one, it now has 90 lawyers and professionals spread across eight offices. The merger idea came around the same time as the Norton Rose announcement, but the courting process was somewhat different. The two new partners – Matthew McEvily and Marcus Collins – were well acquainted with DFDL Mekong, having worked with the firm on a number of transactions. “[The idea] came during a client Asian Legal Business ISSUE 10.3

NEWS >>

goes green to capture markets the government and private sector levels, environmental issues are gaining momentum Rosabel Ng worldwide. “We WongPartnership believe there is a growing demand for lawyers who are familiar with environmental change issues,” he said. “Even before we officially launched this practice, we had already represented clients that are operating in this space.”

The firm has already helped EPURON with its investment in renewable energy projects in Asia, and Keppel Corporation in its JV to develop an “eco-city” in Tianjin. “We’re increasingly seeing more clients wanting to ‘walk the green talk’, and to get more involved in green business opportunities,” said Ng.

Number of lawyers in Malaysia grows 1. The number of lawyers in Malaysia grew by 2% last year after declining slightly in 2008

►► Number of practitioners: growth in lawyer numbers resumes 13500

13196

13000

12000

12916

12906

2007

2008

12443

12500 11926

11782

11500 11000 2004

2005

2006

2009

2. The number of smaller firms and sole proprietors also grew this year

►► Comparison of size of law practices Year

Number of lawyers Sole proprietors

2–5

6–10

11–20 21–30 >31

2004

3,078

2,275

173

42

12

2005

2,981

2,256

172

43

8

15

2006

2,896

2,372

190

53

6

18

13

2007

2,891

2,432

217

55

4

20

2008

2,804

2,397

228

56

11

16

2009

2,867

2,412

246

52

7

17

3. Fewer lawyers are staying in the Malaysia profession for more than seven years

for Asia legal market party in the second quarter of last year, and it was a mutual decision from both firms – we both had mutual clients and we’d worked with each other before,” said DFDL Chairman David Doran.

Doran said a bigger presence in Thailand will help the new firm target

news in brief >>

resort areas in Cambodia and Vietnam.

That’s part of the reason to combine our services here, to build on our Thai real-estate practice.”

The merger is also part of an ambition to be one of the leading firms in the Mekong region, added Doran.

“While we have a very good market

“[The idea] came during a client party in the second quarter of last year, and it was a mutual decision from both firms – we both had mutual clients and we’d worked with each other before”

►► Breakdown by number of years in practice: a young profession 10,000

2009 2008

8,000 6,000 4,000 2,000 0 < 7 years

7 to 12 years

> 12 years

4. Female lawyers are staying in the Malaysia profession for a shorter time than male lawyers

►► Breakdown by gender: experienced female lawyers are rare 8,000

6,917 6,279

6,000

David Doran, DFDL Mekong

2,506 > 7yrs

1,122 < 7yrs

6,788 6,118 2,473 > 7yrs

1,121 < 7yrs

4,000

outbound real estate, taxation and M&A transactions to Cambodia and Vietnam. “We think that developers with projects in Samui, Phuket and Bangkok will begin looking into the www.legalbusinessonline.com

share and presence in Cambodia, Laos and Vietnam, from a legal market perspective Thailand is the most competitive in the Mekong region,” said Doran.

2,000

4,411 < 7yrs

5,157 < 7yrs

4,315 < 7yrs

4,997 < 7yrs

0 Male

Female 2009

Female

Male 2008

Source: The Malaysian Bar

15

NEWS >>

singapore >>

En masse exits H

us report Clyde & Co launches new US office UK-based Clyde & Co has announced that its third office in the US will be based in New Jersey.

The office will be headed by insurance partners Daren McNally and Barbara Almeida, who will be accompanied by team of associates all with backgrounds in insurance.

Latham recruits four Vinson & Elkin partners Vinson & Elkins has lost four partners to Latham & Watkins’ Houston office. Latham – widely known for its lateral recruitment strategy – is building up its local office and focusing on energy transactions.

The firm will bring in William Finnegan IV, Brett Braden, Charles Carpenter and Charles Timothy Fenn, for their background in trade partnerships.

Vinson & Elkins posted a PEP drop of 3%, down to US$1.27m. This compares to Latham’s PEP which grew by 5% to US$1.9m for the 2009 financial year.

Greenberg Traurig opens in San Francisco Greenberg Traurig has launched an office in San Francisco, its fifth office in California. IP specialist Samuel Shepherd and litigation lawyer Kenneth Steinthal have joined as managing shareholders of the new office, which is expected to grow to 15 lawyers by March. They will be accompanied by former SugarCRM corporate counsel John Pavolotsky, who joins the firm as of counsel.

Steinthal said that San Francisco is a key market for the global finance industry and will

allow Greenberg Traurig to target the media, entertainment and technology industries.

Meanwhile, Richard Rosenbaum has been elected the new CEO of the firm.

Winston & Strawn posts 5% revenue decline Revenue for the 2009 financial year at Winston & Strawn was US$40m, or 5% less than for the 2008 financial year. PEP remained steady at US$1.28m while revenue per lawyer declined 2.6% to US$835,000.

Simpson promotes six new partners Simpson Thacher & Bartlett has recently announced the appointment of six new partners as part of its 2010 promotions. All of the new partners are from its New York office – five from the corporate practice and one from the litigation practice.

Davis Polk snares former Arnold & Porter chairman Davis Polk & Wardwell has appointed Michael Sohn, the former chairman of Arnold & Porter, as counsel in its Washington DC office. Sohn is a veteran of Arnold, having started at that firm in 1969 before being made partner in 1972, and serving as chairman for a decade (1996-2006).

Sohn’s past clientele are major MNCs such as GE, PepsiCo and NASDAQ. He has also served as a general counsel at the Federal Trade Commission.

arry Elias Partnership has lost its managing partner of four years as well as four other partners, in the space of just one week. After a four year-tenure as managing partner, Latiff Ibrahim resigned from the firm in January. Four other partners – Lynette Chew, Kelvin Aw (who were only recently promoted to the partnership), Shanti Jaganathan and Shashi Nathan – also tendered their resignations.

According to the firm’s new managing partner, Philip Fong, the departures are due to differences of opinion over the firm’s structure and future plans.

“Latiff’s departure was largely due to the divergence of strategic direction of the firm, between Latiff and the majority of the incumbent partners, which arose primarily from a growing disagreement with his leadership,” said Fong in a statement.

Ibrahim joined Harry Elias in 1999 from KhattarWong and became sole managing partner in 2006. While he agreed that different management styles led him to leave Harry Elias, Ibrahim said the issue is part of broader changes sweeping across Singapore’s legal market since the arrival of foreign law firms last year. The government’s measures to liberalise the legal market, coupled with its investments to promote Singapore malaysia >>

Azmi blazes Malaysia-China trail 

ROUNDUP • US law firm mergers dropped by 24% last year, according to consultant firm Altman Weil. There were 53 mergers between US practices, with the biggest merger tracked being the Lovells and Hogan & Hartson alliance • Proskauer Rose’s London managing partner Matthew Hudson has left the firm, after having launched the office in 2007 • Mayer Brown has appointed Josh Cohn, an Allen & Overy New York capital markets partner, as joint head of the firm’s global derivatives and structured products practice. He will be based in the New York office • Jones Day has added four new partners in California, boosting its offering in IP litigation and international transactions in San Diego; health care in San Francisco; and M&A in Silicon Valley. The firm has also transferred a partner from Washington, DC to its Silicon Valley office • Former Patton Boggs lawyer Thomas Russo has been elected as the new general counsel and executive vice president for legal, compliance, regulatory affairs and government affairs for insurance giant American International Group. Russo joins the company from the New York office of Patton Boggs; prior to that appointment he was Lehman Brothers’ vice chairman

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Strategic alliance: Zhao Cenghai from Zhongyin and Azmi Moh Ali from Azmi & Associates

Asian Legal Business ISSUE 10.3

NEWS >>

news in brief >>

hit Harry Elias as an international arbitration hub, has meant that smaller firms are facing intense competition from bigger and better resourced international firms for a share of the legal market, he said.

“You can’t be a managing partner unless you’re prepared to drive a firm’s growth.

I wanted to grow the firm by bringing in new partners, looking for merger or alliance opportunities,” Ibrahim said.

“In all of those decisions I consulted the partners, some did support [this] and some didn’t.

As a managing partner I made some hard decisions and that’s where there was growing differences, because I was constantly consulting [the partners] Latiff Ibrahim in new opportunities.”

Harry Elias Partnership Ibrahim witnessed the shifting legal market when a delegation of managing partners went to London a few years back, as part of a governmental drive to lure home Singaporean lawyers. That was followed by the government’s QFLP scheme and the opening of the arbitration centre – Maxwell Chambers.

“It was clear to me that… one of the parties affected would be the mediumsized firms. These smaller firms would be competing with the bigger Singapore

firms and the idea would be that they would poach talent from the mediumsized firms. So there were strategic management differences [with how] I wanted to grow the firm, but I couldn’t make headway,” he explained.

As well as looking to broaden the firm’s relationships with local firms in countries such as Vietnam, Indonesia and Malaysia, some of Ibrahim’s other efforts during his tenure as managing partner included internal promotions.

“The last major decision I made as managing partner was the promotion of five junior partners to full partners in December last year,” he said.

Two of those he promoted, Lynette Chew and Kelvin Aw, were among those who resigned with Ibrahim. The firm has since elevated Francis Goh, Koh Tien Hua and Andy Lem to partnership, and also officially converted to a limited liability partnership on 2 February. This will allow the distribution of decisionmaking power equally across the firm, instead of holding it with one person.

Ibrahim said he welcomed the decision to convert to an LLP model when it was made last year, having been twice postponed. Fong said that there was no direct relationship between Ibrahim’s resignation and the firm’s LLP conversion.

M

serves state-owned enterprises in China,” said Jeffrey Tan, partner and head of the China desk at Azmi.

The Malaysian government has recently entered into agreements with China encouraging infrastructure, mining and technology projects. Azmi, which represented the Malaysian government on the agreements, sees the experience as a platform to better understand Chinese businesses.

Monitoring the market trends, Tan foresees that more Chinese companies will be launching their IPOs in Malaysia and likewise, Malaysian companies will also increasingly venture into China, given its market size and cost efficiencies. The firm plans to form more alliances with top-tier Chinese firms and set up an office in either Beijing or Shanghai in future. ALB

alaysian firm Azmi & Associates has ventured into China via a strategic alliance with Zhongyin. The alliance, a non-exclusive agreement initiated by Azmi, is part of the Malaysian firm’s response to the influx of Sino-Malaysian transactions. Earlier this year, Azmi launched a Chinese-language website and its China Desk service. The firm also created a team of lawyers with Chinese language capabilities including Cantonese and Hokkien.

Azmi sees its alliance with Zhongyin as a propellant for its Chinese ambitions. “I think we are on a level playing field with Zhongyin. We see a lot of synergy between us because we share the same corporate culture, work philosophy and vision. We also serve Malaysian government-linked investment companies and Zhongyin

www.legalbusinessonline.com

Italian firm plans merger in Hong Kong and opens in Singapore Italian law firm Chiomenti Studio Legale plans to merge with a local law firm in Hong Kong in addition to opening an office in Singapore – the firm’s fourth office in Asia.

In Hong Kong, the firm has sealed an exclusive association with local outfit CdB and JC & Co, which is led by Claudio de Bedin, Dominic Lee and Jason Carmichael. The alliance, which is still subject to approval from the Law Society of Hong Kong, is intended to serve as a platform for the merger of the two firms, pending regulatory approval.

Chiomenti partners Domenico Ferrari and Raffaella Piccoli will be charged with heading up the firm’s new Singapore office. The office will assist Chiomenti’s clients with their inbound and outbound investments into Singapore and South-East Asia, in addition to advising on various aspects of EU law and international arbitration.

Herbert Smith offers UAE internships to build up local offices Up to six UAE law students will be welcomed to Herbert Smith’s Abu Dhabi and Dubai offices every year, as part of an internship program with the UAE College of Law. Two students have already signed up to the program, which offers a route to permanent employment following graduation.

The program is aimed at boosting Herbert Smith’s pool of locally qualified talent through a grass-roots method of recruitment, and will also boost the firm’s corporate social responsibility (CSR) rating in the Middle East.

Interns will be given four weeks’ training in the firm’s Abu Dhabi and Dubai offices, and a further two weeks in either the London head office or another international office. The interns will also be subject to an “intensive” English language program.

Last year, 65 students graduated from the College of Law, and Herbert Smith will admit another four students to their program later this year.

Skadden boosts Palo Alto litigation practice Skadden has appointed patent litigation lawyers James Elacqua, Andrew Thomases and Jonathan Baker to its Palo Alto office. Elacqua and Thomases both join as partners and have worked on various patent litigation cases, most recently the US$57m Medtronic case – the largest plaintiff verdict in California in 2009.

Baker – whose past clients include Acer, Creative, and TiVo – is also qualified as an electrical engineer through MIT.

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NEWS >>

news in brief >>

australia >>

Allen & Overy integrates new offices across Asia-Pacific Ogier to build up Hong Kong office Offshore firm Ogier will transfer some of its lawyers to the Hong Kong office in a bid to become the first offshore firm with a Jersey and Guernsey law practice in Asia.

The first of the transfers is Guernsey partner Marcus Leese, who is spearheading the Guernsey Duncan Smith law service in Hong Kong. He will Ogier later on be accompanied by a Jersey-qualified lawyer to form a new joint practice.

The launch of the Jersey-Guernsey practice is in response to the growing importance of the Asian economies, said Hong Kong managing partner Duncan Smith, adding that the recent approval allowing Jersey companies to list on the Hong Kong Stock Exchange was also another motivator. Ogier’s Jersey office recently advised Russian oil company Rusal on its landmark Hong Kong listing.

“We have a strong presence in Europe but in Asia we’re relatively new. For us it’s a process of raising our profile,” said Smith. “We’ve grown enormously in Asia and basically caught up with one of our competitors here and we’ve done quite well breaking into this market.”

In addition to the transfers, Ogier recently made investment funds specialist lawyer Nicholas Plowman its fifth partner in Hong Kong.

Baker & McKenzie on Asia: ‘not just lolly shop’ Baker & McKenzie’s India group partner David Jacobs, speaking in February at the firm’s annual AsiaPacific meeting held in Sydney, summarised the agenda that is currently on every law firm’s list. Is Australia the place to be to capture David Jacobs the economic growth from China Baker & McKenzie and India?

Jacobs said that Australian companies often view the Asian market as one would through the glass windows of a confectionary shop. While they are eager to gain a foothold, many may not see the obstacles, such as local regulation and cultural differences. “Many Australian companies see Asia as a lolly shop, but they may get a stomach ache. It’s not easy to make money,” he said.

Jacobs may also have hinted at Baker & McKenzie’s next move in Asia, regulation permitting: “Whether you’re a business or a law firm, if you want to be a serious player in India, you need to be on the ground,” he said. But with foreign law firms still facing regulatory blocks in India, firms like Bakers may position themselves to meet a new need – advising Indian clients doing business in Australia.

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agic Circle firm Allen & Overy has launched itself in the Australian legal market with 17 partners located across offices in Sydney and Perth.

The firm’s Australian launch team consisted of lawyers poached from local firms Clayton Utz and Freehills. The firm has set a target of 50 lawyers and 20 partners for the two offices after its first year of operation, expected to rise to 25 partners and more than 60 lawyers after three-five years.

A&O’s offices opened in Sydney on March 1 with core practice offerings in energy, mining and natural resources; finance; infrastructure; investment funds; M&A; private equity (PE); tax; and telecoms, media and technology (TMT). In a strong indication of how its Australia presence will fit into its worldwide operations, Thomas Brown, managing partner for Asia, will be overseeing the two new offices.

“It is now very clear that intra-regional transactions are increasing, so Australia will be a part of that offering” Wim Dejonghe, Allen & Overy

Worldwide managing partner Wim Dejonghe said that the Australian offices will be fully integrated into the Asia operations. “It is now very clear that intra-regional transactions are increasing, so Australia will be very much a part of that [Asia-Pacific] offering,” he said.

“Because of the distances with the rest of our businesses, we’ve always set it up as a regional operation. A lot of the cross-border investment that happens is [increasingly] sourced within the (Asia-Pacific) region, whereas in the past it was coming from the rest of the world.

Allen & Overy’s Australian launch has prompted speculation of more international firms looking to the

►► Founding partners of Allen & Overy's Sydney office Jason Denisenko

Corporate/funds and financial products

Angela Flannery

Banking

Grant Fuzi

Banking

Sonia Goumenis

Banking/structured capital markets

Jason Huinink

Banking

Barry Irwin

Corporate/energy & resources

Aaron Kenavan

Corporate/M&A

Grant Kock

Corporate/PE

Michael Parshall

Corporate/M&A

Karolina Popic

Banking/structured capital markets

Michael Reede

Corporate/PE

Chris Robertson

Banking

Andrew Stals

Corporate/tax

David Wilkie

Corporate/funds and infrastructure

►► Founding partners of Allen & Overy's Perth office Meredith Campion

Corporate/energy & resources

Geoff Simpson

Corporate/energy & resources

Peter Wilkes

Corporate/energy & resources

Australian market. In a recent interview, however, Norton Rose’s Don Boyd said it was unlikely that any of the major UK or US firms would set up shop in Australia without plans to transfer Australian lawyers to Asia.

“To just set up in Australia to tap into the Australian market doesn’t really on the face of it make a business case because this is a massively competitive environment,” he said, pointing out that a large pool of skilled lawyers was the key attraction of Australia.

His colleague in Asia, Shaun McRobert, did not see Allen & Overy as a major threat in the Australian market. “It’s a global market and we’re competing with them in Hong Kong and we’ll compete with them in Perth. We don’t benchmark ourselves with Australian firms but with firms internationally,” he said.

Asian Legal Business ISSUE 10.3

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© 2010 Thomson Reuters L-357468/2-10 Thomson Reuters and the Kinesis logo are trademarks of Thomson Reuters.

NEWS >>

Update >>

middle east >>

Magic Circle firm launches

Intellectual Property Bad faith in trade mark invalidation actions

T

he decision of the Singapore High Court (“SGHC”) in PT Swarkarya Indah Busana v Dhan International Exim Pte Ltd [2009] SGHC 280 brings out key considerations in determining whether a trade mark has been registered in bad faith.

PT Swakarya Indah Busana (“the Plaintiff”) sought to invalidate a trade mark registered by Dhan International Exim Pte Ltd (“the Defendant”) under the Trade Marks Act (“TMA”) comprising the words “EMPEROR MARTIN” and a star device (“the Defendant’s Mark”). The Plaintiff’s case was that the Defendant’s Mark was registered in bad faith.

The Plaintiff was the registered proprietor of four trade marks containing the word “MARTIN” (“MARTIN Marks”).

The Plaintiff’s claim was based on first usage at common law.

The first time the Plaintiff used one of the MARTIN Marks was in 1982.

The gist of bad faith, as summed up by the SGHC, was that bad faith encompasses conduct which may be morally but not legally reprehensible. Bad faith connotes dishonesty.

In analyzing the Defendant’s mental state and its actual conduct, the SGHC considered the following: Was a dishonest state of mind on the part of the Defendant evident, when applying for trade mark registration?

The SGHC found a dishonest state of mind on part of the Defendant. It found the Defendant to be aware, on an admission by one of its directors, that the MARTIN Marks had been in used by the Plaintiff for at least 15 years.

Did the Defendant’s conduct fall short of acceptable commercial behavior observed by reasonable and experienced men in the particular area being examined?

The SGHC found that the Defendant’s conduct did. This was because the mark applied to the Defendant’s goods was found to be a copy of one of the MARTIN Marks which lead to a strong inference of bad faith. The Defendant’s failure to render any explanation as to why the word MARTIN was used in the Defendant’s mark contributed to an inference of bad faith.

Interestingly, the SGHC analyzed the Defendant’s state of mind by considering the Defendant’s conduct post registration of the Defendant’s Mark. Prior case law, however, had determined bad faith at the application date of the registration.

The Defendant’s conduct post registration of the Defendant’s Mark, i.e. applying to its products a mark that was a copy of one of the MARTIN Marks, was decisive in the Karol Goh SGHC holding that the Defendant’s Mark was registered in bad faith.

Karol Goh, Partner Intellectual Property and Technology Group ATMD Bird & Bird LLP Phone +65 6428 9440 Email: Karol.Goh@twobirds.com Ankur Gupta, Foreign Lawyer Intellectual Property and Technology Group ATMD Bird & Bird LLP Phone +65 6428 9428 Email: Ankur.Gupta@twobirds.com

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Ankur Gupta

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week after breaking into the Australian market, Allen & Overy opened an office in the Qatar Financial Centre (QFC) after receiving a licence to practice international and QFC law in February. London-based real estate partner Robert Porter will head up the office accompanied by corporate partner Chris Thornes and a team of associates.

Allen & Overy’s office will target high-end corporate and finance work, along the lines of its current Gulf offices in middle east >>

Denton Wilde Sapte launches in Bahrain D

enton Wilde Sapte is opening a Bahrain office in March to capture the growing Islamic finance sector. The office will be the firm’s ninth in the Middle East region, and will complete its coverage of all the GCC countries.

The firm has also linked up with Bahraini firm Hassan Radhi & Associates, which will provide the capability to advise on local laws that are required to attract and advise local clientele. The two firms worked together last August on the US$70m Islamic finance-structured loan to Gulf Air on its aircraft acquisitions.

Dubai-based Islamic finance partner Chris Aylward is taking the helm of the new office, with support from corporate partner Paul Davies. Partners across the firm’s Middle East practice will provide the critical mass needed to build up the office, the firm said.

The burgeoning market for Islamic finance work was the main driver for the office launch, prompted by an “encouraging” level of Bahrain-related transactions.

Asian Legal Business ISSUE 10.3

NEWS >>

in Doha “[Qatar] has emerged from the global downturn relatively unscathed and is poised to take advantage of the broad, strategic interest it is attracting from investors around the world” Wim Dejonghe, Allen & Overy

Dubai, Abu Dhabi, and Riyadh, which largely represent financial institutions on corporate and project financing transactions. This office will add another key energy & resources jurisdiction to the firm’s global strategy, following the recent Perth office launch.

Qatar is one of the success stories among the Gulf Cooperation Council (GCC) nations, with an allocated US$140bn investments program backed by its energy revenues. This is expected to create opportunities for banking services, especially in project finance and Islamic banking – which are two of Allen & Overy’s Wim Dejonghe main practice areas.

Allen & Overy Managing partner Wim Dejonghe noted “the pace of growth in Qatar over recent years had been impressive, fuelled by its status as the world’s largest natural gas exporter. “It has emerged from the global downturn relatively unscathed and is poised to take advantage of the broad, strategic interest it is attracting from investors around the world.” hong kong >>

New name, new hires for Stephenson Harwood T

he Hong Kong office of Stephenson Harwood has rebranded after ending its 30-year joint venture with Hong Kong law firm Lo & Lo. Formerly known as Stephenson Harwood & Lo, the firm has dropped the 'Lo' from its name effective from 1 February, 2010. The firm’s mainland China Voon Keat Lai offices will follow suit once PRC regulatory Stephenson Harwood approvals are obtained.

Conclusion of the joint venture may in fact present new opportunities for both firms. “Each party is released from potential conflict-of-interest obstacles and is less likely to refuse referred work on that basis,” said Voon Keat Lai, managing partner of Stephenson Harwood's Greater China practice. “Our relationship with Lo & Lo ... remains warm and friendly,” said Andrew Sutch, a senior partner at the firm. For more on Stephenson Harwood, see the firm’s new appointments listed on page 24. ALB

www.legalbusinessonline.com

Update >>

International Tax Highlights from the Hong Kong Budget 2010/11 (Part 1) The Honourable Mr John Tsang, Financial Secretary announced the Budget measures on 24th February 2010.

Fiscal highlights

A deficit of HK$25.2 billion in the Consolidated Account is forecast for 2010/11. Actual results may be better than expected, due to an increase in Profits Tax receipts, relating to 2009/10, and higher than expected Stamp Duty and Land Sales . GDP is forecast to grow 4-5% in 2010, with inflation 2.3%.

Tax measures announced

A rebate of 75% of Salaries Taxation and taxation under Personal Assessment, of up to HK$6,000 per taxpayer has been announced for 2010/11. This affects up to 1.4m Taxpayers, and will cost HK$4.5 billion.

• Waiver of Business Registration Fees for one year.

• An increase in Stamp Duty to 4.25% (from 3.75%) for sale of properties over HK$20m.

• In the financial services sector, stamp duty exemptions were extended on ETF’s, and the concessionary Profits Tax rate for qualifying debt instruments, is also extended.

• Profits tax deductions to cover purchase of trademarks, copy rights and registered design have been given.

• There were no changes announced to tax rates and personal allowances. These are detailed below .

Proposed strategies for sustaining the development of Hong Kong, and building a caring society

• To promote development of the regional economy and continuing economic integration with the Mainland.

• To consolidate Hong Kong’s role as a financial, business support and professional services, logistics and tourism hub the four pillars ); and to start work on the six new pillars/ sectors to be encouraged in the economy, which follow on from the six areas identified by the Chinese government in the mainland of China, namely • To reach into new economic territory such as a new technologybased economy, creative economy and green economy, to enhance Hong Kong’s long term competitiveness.

• To invest in the future by implementing infrastructure projects.

Our comments

As with last year we still wait for the Government to update and amend the Hong Kong Inland Revenue Ordinance (which is over 60 years old) for current tax practices so that investors and new businesses starting up in Hong Kong have more certainty on their tax positions, especially with regard to “offshore profits” taxation claims.

We would have preferred to see a reduction in the corporate Profits Tax rate to 15%; an introduction of loss carry backs, and group relief for losses, and more specific guidance on the nature of non Hong Kong source profits.

We would also have liked to see further tax deductions for voluntary employee pension contributions to Occupational Retirement Schemes, and Mandatory Provident Fund Schemes.

By Debbie Annells, managing director, AzureTax Ltd, Chartered Tax Advisers Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong www.azuretax.com, a member of AzureTax Group (Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370, (Fax) +852 2122 9209 Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation.

Debbie Annells

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NEWS >>

hong kong >>

Update >>

Islamic Finance Managing legal risk in islamic banking and finance transaction (PART 1)

Hong Kong’s “litigation case of the century”

L

egal risk management is an essential safeguard that helps avoid potential economical loss deriving from the infringement of legal requirements prescribed by law.

In practice, financial institutions including Islamic banks are exposed to a wide range of risks which include, inter alia, credit risk, market risk, liquidity risk, commodities and inventory risk, equity position risk, Shariah compliance risk and legal risk.

Legal risk can be defined as the potential for economic loss in a deal or transaction because there has been change in law or regulation or more usually because the party failed to appreciate or address one or more of the risk inherent in such deal or transaction.

Certainty Of Legal Structure The substantive legal framework to adjudicate disputes on Islamic banking and finance is necessary to establish the level of trust and certainty that is imperative to the proper functioning of this sector.

In the context of the Malaysian legal system, despite the existence of dual legal systems that run parallel i.e. civil court system and Shariah court system, it is a settled law that the civil courts have jurisdiction with regard adjudicating disputes on Islamic banking and finance transactions.

Legal Risk Associated With Equity Investment Without doubt one of the areas which deserve special mention in Islamic banking and finance transactions is equity investments made via Mudharabah (profit-sharing) and Musharakah (joint-venture) instruments.

Having regard to the profit and loss sharing principle governing in particular Musharakah transaction and taking into consideration that these two products may expose Islamic banks with real risk of losing the capital contribution in the event of loss, industry players must ensure that a more rigorous risk management assessment and monitoring mechanism, particularly regarding legal risks, are properly put in place.

As a matter of best practices and from past experiences, it is very important for the industry players to define and establish proper exit strategies in respect of their equity investment activities, including extension and redemption conditions for Mudharabah and Musharakah investments.

Ahmad Syahir Yahya Global Financial Services & Islamic Banking Practice Group Azmi & Associates 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.

Phone: +603- 2118 5000 ext. 5063 Fax: +603- 2118 5111 E-mail: syahir@azmilaw.com

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Ahmad Syahir Yahya

“It’s a significant instruction and it’s the largest ongoing probate dispute in the world” JASON TOMS, STEPHENSON HARWOOD

F

ortune, forgery and feng shui: if truth is stranger than fiction then the controversial Nina Wang case in Hong Kong is certainly proof of that saying.

Three of Hong Kong’s most prominent disputes firms – Haldanes, Wilkinson & Grist and Stephenson Harwood – have been kept busy representing parties involved in the claim to the estimated US$12bn estate of local millionaire Nina Wang, who was Asia’s wealthiest woman before her death in 2007.

Haldanes acted for self-proclaimed feng-shui master Tony Chang, who claimed to be Wang’s lover and the inheritor of her entire estate, according to a will he said Wang drafted in 2006. That will countered one she had drafted in 2002, which bequeathed her estate to Chinachem Charitable Foundation (CCF), a charity she set up with her late husband Teddy in 1988. Deloitte were the administrators of Nina Wang’s estate.

Wilkinson & Grist represented CCF, and won. While the court did not contest the existence of the 2006 will, it held up evidence presented by Wilkinson & Grist that some signatures in the 2006 will were forgeries. And while the case clocked up 40 days in court it may not be over yet, as Chang has vowed to appeal.

For Stephenson Harwood’s Hong Kong-based Jason Toms and London-based Stephen Davis, acting for Deloitte was less of a battle and more of an observation representing the ‘neutral’ party in the dispute. “It’s a significant instruction and it’s the largest ongoing probate dispute in the world.

From our perspective, because the administrators are neutral and we represent them, it hasn’t been a big litigious battle at all,” said Toms.

Nina Wang had been a prominent public figure and source of local headlines, following the kidnap and ransom of husband Teddy in 1990, whose body was never recovered.

Teddy was declared legally dead nine years later, with Wang inheriting the estate after successfully challenging her father-in-law’s claim. ALB Asian Legal Business ISSUE 10.3

NEWS >>

middle east >>

White & Case regroups in Gulf

W

hite & Case is regrouping its Middle East offices by transferring lawyers from Asia, after losing its last remaining partner in the region in late January. Doha partner Andrew Macklin is understood to have joined his fellow White & Case Gulf-based partners (Villiers Terblanche, Nick Collins, Doug Peel Mohammed A Al-Sheikh and Christopher White & Case Langdon) en route to Latham & Watkins. The firm also recently lost Sami Al Louzi to Vinson & Elkins.

The loss of Mohammed A Al-Sheikh, the head of White & Case’s Riyadh office and the sponsor for the firm to operate in Saudi Arabia, leaves the firm without someone in this role.

Ironically, for Latham & Watkins, the appointment of AlSheikh would effectively hand the firm a presence in Riyadh.

In response to the problem White & Case has transferred Singapore partner Doug Peel to the Abu Dhabi office, but the firm did not indicate how it would rebuild its presence in the region. “A number of our partners have been in the Middle East this last week, including Doug Peel, to assist the teams in the region and to ensure we continue to meet the needs of our clients,” said a spokesman from the firm.

“At this stage, we are not in a position to discuss our longerterm plan for the rebuilding of our capabilities in the Middle East other than to reiterate our commitment to our Middle East practice.” In January White & Case posted a firm-wide 11% revenue decline for the 2009 financial year, with revenues totalling US$1.3bn, compared to US$1.46bn in 2008. uae >>

Lovells gains second Saudi office in Jeddah L

ovells’ new association with Saudi law firm Al-Yaqoub Attorneys and Legal Advisers (AYALA) has helped it secure a second office in the Kingdom, with associate Mustafa Kamal based in the new office in Jeddah. Lovells first launched in the Middle East in 2007 with an office in Dubai, and founded its Saudi association with AYALA only last September.

The firm will now be one of two international firms with dual presences in the Kingdom. Lovells’ US merger partner Hogan & Hartson also has an alliance with Saudi firm Salah Al-Hejailan which it secured in 2004. But following on from the official merger in May this year, Hogan will gain Lovells’ office in Dubai, and both firms will bolster their existing presence in Abu Dhabi. ALB

Update >>

IT column

TM

The Convergence of eDiscovery, Internal Investigations and Compliance

T

he buzz at the recent ACC Annual Convention in Boston was that inside counsel are focused on internal investigations, eDiscovery and compliance because of the global convergence of these practice areas.

Typically, internal investigations include human resource, fraud and intellectual property theft matters. eDiscovery can include both civil and criminal as well as regulatory inquiries.

Compliance covers data audit (personal identifiable information, record management enforcement, etc.), data security, SarbanesOxley (SOX) and HIPAA investigations, to name a few.

The tie that binds these practice areas: They all have legal repercussions and they all require similar investigation processes and techniques with similar consequences if not performed correctly. The risks are similar too—failure to find all relevant evidence, failure to properly preserve and authentic relevant electronically stored information (ESI), and evidence spoliation.

For cost, efficiency, consistency and risk mitigation, it makes sense to have a standardized, repeatable and defensible process for all types of corporate investigations. More companies today are creating a single team and using a single enterprise class technology to perform these types of investigations.

The investigative technique that all of them have in common is the need to quickly search, identify, preserve, collect and process the evidence for attorney or law enforcement or regulatory compliance review. To be sure, getting to the evidence early is critical to the success or failure of an investigation.

Judges are also behind this trend, advocating that companies bring eDiscovery in- house. For example in March’s Phillip M. Adams & Assocs., L.L.C. v. Dell, Inc., the court scolded the producing party, Phillip Adams, for not having appropriate technology to reasonably access potentially relevant ESI. The court found it unacceptable for a party to hide behind inadequate information management systems as the reason why it could not produce relevant documents.

Last July, the court in Spieker v. Quest Cherokee admonished defendant for claiming it did not have the ability to generate the requested ESI materials in-house. “This court is aware of no case where a party has been excused from producing discovery because its employees ‘have not previously been asked to search for and/or produce discovery materials,’” the opinion said.

Technology is the lynchpin to the overall implementation of any response plan. When looking for enterprise technology to handle multiple types of digital investigations, look for technology that can search for evidence over the network from a central location, collect the evidence in a forensically sound manner and properly preserve all metadata. Additionally, having technology that can also do a network-based forensic examination is important for IP theft, SOX investigations and HR cases.

Ultimately, the goal is to establish a legally defensible response plan that builds upon prior experience, provides a common language and establishes an effective evidence lifecycle management framework to minimize risk and increase the effectiveness of an investigation. It is a critical piece of overall corporate policy.

Combining these investigation areas will provide an organized business workflow that efficiently combines people, processes and technology.

By Carl Kimball For more information, please contact: Carl Kimball, General Manager, Asia Pacific Guidance Software, Inc Phone: +65 6248 4527 Email: apac.sales@guidancesoftware.com

www.legalbusinessonline.com

Carl Kimball

23

NEWS >>

appointments ►► LATERAL HIRES Name

Leaving

Going to

Practice

Location

Stephen York

Reed Smith

Lovells

Dispute resolution

Dubai

Paul Westover

Tanner de Witt

Stephenson Harwood

Corporate

Hong Kong

Karen Cheng

Tanner de Witt

Stephenson Harwood

Corporate

Hong Kong

Simon Wong

University of Hong Kong

Stephenson Harwood

Asset finance

Hong Kong

Andrew Kincaid

Victorian Bar

Said al Shahry Law Office

Infrastructure

Muscat

Alan Kitchin

Ashurst

Clifford Chance

Corporate and projects

Tokyo

Haruhiko Ogasawara

Atsumi & Partners

Baker & McKenzie

Banking & finance

Tokyo

Lorraine Lau

Mayer Brown JSM

Goodwin Procter

Corporate finance

Hong Kong

East, Europe and the US regions.

Nisse will develop the firm’s real estate and funds businesses both regionally and for outbound transactions.

Nisse gains a new title as Abu Dhabi deputy managing partner through his relocation, but will Ian Nisse keep his current responsibilities as joint head of both the global property practice and the firm’s Middle East and North Africa initiative.

Abu Dhabi managing partner Philip Dundas said that Shearman & Sterling is also considering the Saudi market as a new base. “[We have] no present plans for further offices in the region, though we are constantly evaluating this issue. We are definitely looking at the Saudi market and already have a number of transactions there,” he said.

►► Relocations Firm

Partner

From

To

Ince & Co

Denys Hickey

London

Singapore

Norton Rose

Andrew Abernathy

Dubai

Hong Kong

Norton Rose

Shaun McRobert

Perth

Hong Kong

Shearman & Sterling

Ian Nisse

Abu Dhabi

London

Ogier

Marcus Leese

Guernsey

Hong Kong

►► Promotions Name

Firm

Promotion

Practice

Location

Prasantaya Bantadtan

LawPlus

Partner

Corporate

Bangkok

Various

Ince & Co

Ince & Co meets ADR demand Ince & Co has transferred Denys Hickey to its Singapore office, citing an increase in demand for arbitration services and oil & gas activity. Hickey was formerly based in the firm’s London office and advises a wide range of oil & gas interests and commodities traders. He is a member of the Chartered Institute of Arbitrators and regularly acts as both an arbitrator and a mediator.

Hickey’s transfer brings the number of lawyers in the firm’s Singapore office to 13, three of whom are partners.

Reed Smith

Lovells

Lovells build up Dubai office Stephen York has joined Lovells as head of its dispute resolution practice in Dubai. York comes to the firm from Reed Smith and advises on construction, energy and IT-related disputes throughout the Middle East and India.

York’s recruitment comes amid trying times for most law firms in the Gulf region, but it may be the first of many for Lovells. The firm is looking to strengthen its dispute resolution practice ahead of its impending merger with Hogan & Hartson in May 2010.

24

Stephenson Harwood

Stephenson Harwood builds China presence Stephenson Harwood has made a series of new appointments in recent months in its Hong Kong and mainland China offices. Greater China managing partner Voon Keat Lai said the firm is capitalising on new hiring opportunities after the dampened job market for corporate lawyers seen in the past year.

Paul Westover has rejoined the Hong Kong office as a partner in the firm’s corporate department; previously he was a partner at Tanner de Witt.

Karen Cheng and Simon Wong also joined the firm's Hong Kong office recently as senior solicitors, and associates Zoe Zhou and Steven Jin joined its Guangzhou and Shanghai office respectively.

Shearman & Sterling

New deputy Abu Dhabi head to help build projects team Shearman & Sterling is gearing up for more power projects in the Middle East by bringing in key London-based real-estate partner Ian Nisse to Abu Dhabi. Shearman expects Nisse’s relocation to give the firm leverage in the real estate and projects spheres where the firm has a presence in the Middle

Rio Tinto

CPA Global

Rio Tinto legal chief outsources to firm Rio Tinto’s managing attorney Leah Cooper is moving from the mining giant to take up a position with the company’s outsourcing firm, CPA Global. Cooper will manage CPA’s legal outsourcing portfolio and use her experience as a general counsel to work with Leah Cooper other legal departments in their push to cut legal costs.

“Joining CPA Global is an opportunity to continue to revolutionise the increasingly competitive legal services market,” said Cooper. Last year she made headlines after deciding to outsource Rio Tinto’s low-end legal work to a team of Indian lawyers based in CPA Global’s Delhi office.

The move cut the company’s legal costs by an estimated 20% and also helped boost the image of the global outsourcing industry. Cooper’s move may well herald another market development in the legal services industry, by further encouraging legal departments to request more from their external counsel.

Blake Dawson

Said al Shahry

SASLO strengthens infrastructure disputes practice Omani firm Said al Shahry Law Office (SASLO) has appointed a former partner from Australian firm Blake Dawson as a senior lawyer in its Muscat office. Andrew Kincaid will advise on infrastructure and projects disputes in Oman.

He said his decision to move to Oman underscored the country’s fast growing market for infrastructure projects (see related stories below). “Oman is Andrew Kincaid not only a most attractive place, Asian Legal Business ISSUE 10.3

NEWS >>

but is experiencing a surge in building and engineering construction activity. This makes Muscat a very appealing location to be based.”

In the mid 1990s Kincaid worked in the projects practice of Blake Dawson before moving to the Victorian Bar as a barrister, practising commercial and construction law. He returns to the Gulf region two decades after managing the Sharjah office of Clifford Chance (then Clifford Turner).

Ashurst

Clifford Chance

Former Ashurst partner joins Tokyo CC office Clifford Chance has appointed former Ashurst partner Alan Kitchin to head up the firm’s corporate and projects practice in Japan. Kitchin founded Ashurst’s Tokyo office in 1991 and served as its managing partner until 2002. He will contribute to the firm’s work in international corporate and commercial transactions, including domestic and cross-border M&A, joint ventures, listings and projects.

The firm is pushing to build up a strong corporate and projects team to work with Japan’s top companies.

Atsumi & Partners

Baker & McKenzie

Bakers gains new Tokyo banking counsel Baker & McKenzie has appointed Haruhiko Ogasawara as a counsel in its Tokyo banking & finance practice group.

Ogasawara, who was previously a junior partner at Atsumi & Partners, specialises in real estate securitisation, public offering of J-REITs and securitisation of loan receivables, in addition to M&A, finance and capital markets work.

He previously worked as a senior associate with Morrison Foerster/Ito Mitomi. Ogasawara’s appointment brings the number of lawyers in Bakers’ Tokyo banking & finance practice group to 41.

Mayer Brown JSM

Alan Kitchin

Haruhiko Ogasawara

Goodwin Procter

New partner to advise on Hong Kong law Goodwin Procter has added corporate finance partner Lorraine Lau to its business law department. Formerly at Mayer Brown, Lau will provide the firm’s clients with advice on various aspects of Hong Kong law. “The Asian markets continue to be an area we have targeted for investment,” said Regina Pisa, chairman and managing partner at the firm.

Lau’s expertise in corporate finance, capital markets and securities transactions also complements the firm’s expertise in the US, said Pisa. Lau’s practice includes advising on all aspects of corporate law including M&A, capital markets, IPOs, private equity and foreign direct investments, Sino-foreign joint ventures, debt restructurings and workouts, as well as takeovers and privatisations.

Update >>

Employment Law Tripartite Guidelines on Re-employment of Older Employees

I

n November 2009, the Ministry of Manpower released the draft Tripartite Guidelines on Re-employment of Older Employees (“Draft Guidelines”)1 to the public for feedback. The finalized Guidelines are expected to be released in early 2010.

The Draft Guidelines follow an earlier advisory released in April 2008 by the Tripartite Committee on Employability of Older Workers, and is expected to serve as a reference guide to help companies understand re-employment, help them tap the value and experience of their workers who are past the retirement age, and ultimately prepare employers for the re-employment legislation that will be enacted by 2012. The Draft Guidelines will also help older workers who are adaptable and skilled to stay employed and continue to make their contributions in the workplace.

The Draft Guidelines provide practical advice on good reemployment practices, including: • giving employers the flexibility to employ and retain older workers beyond the minimum statutory retirement age of 62; • practical solutions to help employers put in place the necessary systems and processes for re-employment, such as pre-retirement planning and re-employment consultation; job arrangements for re-employment; adjustments to wages and benefits; and offering employment assistance payment to these older workers if the employer is unable to retain them beyond the statutory retirement age of 62; and • encouraging older workers who are adaptable and skilled to continue to work.

In implement these re-employment practices, the employers may tap on the ADVANTAGE! Scheme for assistance. This scheme offers a financial grant of up to SGD400,000 to support initiatives in implementing HR systems, and changes to working environments and business and operational processes that directly boost the recruitment, retention and re-employment of mature employees. Companies intending to implement flexible work arrangements to make their workplace more age-friendly can also tap on the FlexiWorks! and WoW! Funds.

The Singapore government is encouraging employers to implement the Guidelines when finalized, before the re-employment legislation comes into effect in 2012. On their part, employees are encouraged to be flexible in working out re-employment arrangements with their employers, so that Susan de Silva they can continue to contribute to their organizations and earn a regular income.

1 A copy of the Draft Guidelines can be found at the Singapore Ministry of Manpower’s website.

ATMD Bird & Bird LLP

CORRECTIONS# In ALB issue 10.2 on p11 in the news analysis piece titled "Asia's IBs go international", the quote attributed to Peter Siembab, Nomura was incorrectly attributed. The quote was made by Ben Bowden, head of Standard Chartered's legal team in South-East Asia.

ALB regrets the error www.legalbusinessonline.com

Susan de Silva, Partner Phone +65 6428 9817 Email Susan.desilva@twobirds.com Kavitha Rajan, Foreign Lawyer Phone +65 6428 9419 Email kavitha.rajan@twobirds.com

Kavitha Rajan

25

News | regional update >>

Regional updates

CHINA

26

CHINA

Paul Weiss

Philippines

SyCip Salazar Hernandez & Gatmaitan

SINGAPORE Loo & Partners

Vietnam

Indochine Counsel

MALAYSIA

Wong & Partners

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

Foreign Investments in Private Equity Fund Management Now Permitted in Beijing Beijing finally decided to follow Shanghai’s footsteps and permit foreign investors to establish private equity fund management company (“PE Mgmt Firms”) on a trial basis in Zhongguancun, Beijing. The Interim Measures on the Establishment of Foreign Invested Equity Investment Fund Management Enterprises in Beijing (the “Beijing Measures”) issued on a trial basis became effective as of January 1, 2010 for a period of three years.

The Beijing Measures are very similar to those issued by the Shanghai Pudong New Area Government on June 10, 2009 (the “Shanghai Measures”) and Beijing is now the second region in China that welcomes international private equity funds.

Similar to the Shanghai Measures, the Beijing Measures require that a PE Mgmt Firm should have a registered capital of at least US$2 million and its business scope be limited to the engagement and provision of non-securities equity investment management and consulting services that have been entrusted by other equity funds. As with the Shanghai Measures, local authorities have also been delegated the authority to review, approve, register and supervise PE Mgmt Firms established in Beijing, shortening the time period to establish such a PE Mgmt Firm.

The Beijing Measures also provide that a PE Mgmt Firm shall have at least two senior management officers who have more than two years of experience in equity fund management or experience in related business. In addition, these officers must not have any record of regulatory noncompliance, or been involved in economic disputes which have not been settled or resolved in the previous five years.

However, the Beijing Measures seem to allow greater flexibility on the

corporate form of the PE Mgmt Firms and permit these firms to be established as corporations, partnerships or other type of non-corporate forms if such forms are legally permitted by State policies. Another important breakthrough is that funding support by the Beijing Equity Investment Development Fund (the “Fund”) is permitted if such PE Mgmt Firm satisfies the following prerequisites: a reputable management team, strategies are aligned with the investment direction of the Fund and compliance with the industrial policies of both the State and Beijing. These improvements to the Shanghai Measures indicate a clear intention of the Beijing authorities to attract foreign private equity investors and to compete with Shanghai, and should be warmly welcomed.

Written by Jeanette Chan, partner Mable Law, associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong Email: jchan@paulweiss.com Ph: (8610) 5828-6300 or (852) 2846-0300

Philippines

Exemption from Documentary Stamp Tax of Sales of Shares of Stock at the Philippine Stock Exchange The sale, barter, or exchange of shares of stock listed and traded at the Philippine Stock Exchange (“PSE”) is now exempt from documentary stamp tax (“DST”). This exemption was granted under Republic Act No. 9648, which further amends Section 199 of the National Internal Revenue Code, as previously amended by Republic Act No. 9243 (“NIRC”). Republic Act No. 9648 Asian Legal Business ISSUE 10.3

News | regional update >>

was passed by the Senate on May 25, 2009, and the House of Representatives on May 26, 2009, and was approved by the President of the Philippines on June 30, 2009. It became effective fifteen days after its publication on July 9, 2009. The Bureau of Internal Revenue is mandated to issue rules and regulations for the effective enforcement of the said new law but it has not yet issued such rules and regulations as of this date.

Previously, the sale, barter or exchange of shares of stock effected through the facilities of the PSE was subject to DST at the rate of PhP1.00 for every PhP200 of the total par value of the shares sold, bartered or exchanged. The cost of DST has been a factor that had to be considered, and sometimes negotiated upon, by parties involved in a sale and purchase of shares in bulk such as one relating to a tender offer for the acquisition of at least 15% of the shares of stock in a PSE-listed company.

With the foregoing exemption from DST, the only tax that remains applicable to a sale, barter or exchange of shares of stock listed and traded at the PSE is the stock transaction tax of ½ of 1% of the gross selling price or gross value in money of the shares of stock sold or transferred as provided under Section 127(A) of the NIRC. This further lowers the cost of transactions involving sales of shares of stock listed and traded at the PSE as compared to sales of shares of stock that are not so listed and traded which are generally subject to DST at the rate of PhP1.00 for every PhP200 of the total par value of the shares sold, and capital gains tax at the rate of 5% on the first PhP100,000 and 10% on any amount in excess of the first PhP100,000 of net capital gains realized from the sale.

The foregoing exemption from DST is envisioned to spur renewed interest in the sale and purchase of shares of stock listed and traded at the PSE and to provide impetus to the growth of the Philippine financial market in general.

Written By Benedicto P. Panigbatan Senior Associate SyCip Salazar Hernandez & Gatmaitan 3rd Floor, SSHG Law Center 105 Paseo de Roxas 1226 Makati City, Philippines T (632) 817 9811 to 20; 817 2001 to 09 F (632) 817 3896; 817 3567; 817 3145; 817 3570; 818 7562 E bppanigbatan@syciplaw.com W www.syciplaw.com

www.legalbusinessonline.com

SINGAPORE

SGX proposes new Mainboard listing criteria and introduction of SPACs The Singapore Exchange Limited (“SGX”) is proposing changing the Mainboard listing criteria and introducing a separate listing framework for Special Purpose Acquisition Companies (“SPACs”). This article looks at some of the changes proposed.

Revision of the SGX-ST Mainboard Listing Criteria The revision of the Mainboard listing criteria are to distinguish more clearly between the larger and more established companies on the Mainboard and the fast-growing companies on Catalist, and to strengthen Singapore’s position as a capital market of choice.

Under the proposed revision, a prospective issuer seeking a Mainboard listing must satisfy one of the following two quantitative criteria:• Criterion 1: A prospective issuer must be profitable in the latest financial year (pre-tax profit based on the latest full year consolidated audited accounts, excluding exceptional or non-recurrent income and extraordinary items), have an operating track record of three years and a market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital; or • Criterion 2: A prospective issuer must have generated operating revenue (either actual or pro forma) in the latest financial year and a market capitalisation of not less S$300 million based on the issue price and postinvitational issued share capital The proposed criteria will apply to both initial public offerings (“IPOs”) and reverse take-over (“RTOs”) applications

alike. Issuers on the Catalist seeking a transfer to Mainboard must meet Criterion 1. The qualitative criteria for listing, such as strength and integrity of management, will remain the same. SGX also proposes to raise the minimum issue price in an IPO or a RTO application from S$0.20 to S$0.50. The implementation of the proposed new listing criteria is expected to be in the fourth quarter of 2010.

Listing framework for SPACs SGX has seen an increasing interest in the introduction of SPACs in Singapore.

SGX is proposing a separate listing framework for such companies with appropriate safeguards. These are shell companies with no prior operating history to raise capital through an IPO to enter into future undetermined business combination. Business combination may take the forms of a merger, share exchange, asset acquisition, share purchase or reorganisation involving one or more operating businesses or assets.

In addition to the usual quantitative criteria for listing, the proposed criteria for listing a SPAC are as follows:• the prospective SPAC must have a minimum market capitalisation of S$150 million based on the issue price and post-invitation issued share capital; and • at least 25% of a SPAC’s total number of issued shares must be held by at least 300 public shareholders.

Please access the SGX consultation paper which is available on the SGX website, www.sgx.com under “SGX Corporate Home” for further details.

Written by Mr Nicholas Chang and Ms Wong Joy Ling Mr Nicholas Chang Corporate Finance Executive Ph: (65) 6322-2236 Fax: (65) 6534-0833 E-mail: nicholaschang@loopartners.com.sg and Ms Wong Joy Ling Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2234 Fax: (65) 6534-0833 E-mail: wongjoyling@loopartners.com.sg Loo & Partners LLP 88 Amoy Street, Level Three Singapore 069907

27

News | regional update >>

Vietnam

Abbreviated Project Terms – a new measure to discriminate against foreign investment in Vietnam’s service market?

In many investment certificates issued to foreign investors in Vietnam’s service sector, the recently licensed project terms tend to fall in the range of 5 to 20 years.

This is usually shorter than the term requested by the investor and far shorter than the maximum term of 50 years stipulated under law. This increasingly common practice raises questions of WTO compliance, mainly, whether this failure to approve the requested project terms may be viewed as a breach of the National Treatment rule under the General Agreement on Trade in Services (“GATS”).

The National Treatment obligations are provided in Article XVII of the GATS. According to Article XVII.1, subject to exceptions described in Vietnam’s service schedule, Vietnam is required to treat the services and service suppliers from other WTO members no less favorably than its own like services and service suppliers. In other words, the country is not allowed to maintain discriminatory measures that benefit domestic services or service suppliers over WTO services or service suppliers.

In project finance, the term of a project is one factor that determines when the investor may recover its invested capital, and take profit. If the project term is cut short, then it acts as a restrictive measure by discouraging the investment. When recoupment projections call for long term operation, no investor will contribute funds to a project that will truncate before it is capable of turning a profit, even though a project can re-up its term. No one, not even juridical persons, likes to be forced to seek repeated and costly approvals simply to maintain their existence. From this perspective, then, it is the investor and not the licensing authority that should be the party to fix the project term.

At no point in Vietnam’s commitments

28

to the WTO is there a provision to allow for the discretionary abbreviation of the requested term of a foreign invested project. In comparison to Vietnam’s treatment of foreign investment projects, domestic investment projects are only limited by the maximum term allowed for the enjoyment of land use rights from 50 to 70 years. There is no other legitimate justification for the practice of limiting foreign investment project terms, particularly when such limitation is so discriminatory against foreign investment.

The restrictive measures allowed under GATS and Vietnam’s WTO commitments are quite transparent. However, because of the arbitrary nature of the Government’s approval practices, the establishment of a term for foreign invested projects in service sectors remains unpredictable and opaque.

Whether the reasoning behind the practice lies in protectionism, the practice itself remains discriminatory and acts as an obstacle to foreign investment in Vietnam’s service sectors, an obstacle that appears to violate GATS and, thus, Vietnam’s WTO commitments.

Written By Bui Ngoc Hong, Partner Indochine Counsel Unit 4A2, 4th Floor, Han Nam Office Bldg.

65 Nguyen Du, District 1 Ho Chi Minh City, Vietnam (Tel) +848 3823 9640 (Fax) +848 3823 9641 hong.bui@indochinecounsel.com www.indochinecounsel.com

MALAYSIA

No judicial intervention in aid of foreign arbitrations Arbitration in Malaysia is governed by the Arbitration Act 2005. It repealed the previous legislation passed in 1952, and was hailed as a welcome modernization of the law of arbitration. As judicial precedents are made under the Act however, some concerns have become apparent.

Based on the current state of the law, for example, no party is able to invoke

the assistance of the Malaysian courts in aid of any arbitration proceedings where the seat of arbitration is outside Malaysia.

The High Court in Aras Jalinan Sdn Bhd v Tipco Asphalt Public Company Ltd & Ors [2008] 5 CLJ 654 construed section 3 of the Arbitration Act 2005 as limiting the applicability of the Act to only 2 categories of arbitrations: (a) domestic arbitration where the seat of arbitration is in Malaysia, and (b) international arbitration where the seat of arbitration is in Malaysia.

Accordingly, the High Court determined that it had no jurisdiction to grant an injunction to preserve the subject matter of an arbitration, or any other order for that matter, since the seat of arbitration was outside Malaysia. This is a remarkable departure from the position before.

The right of parties to apply to any competent judicial authority for interim or conservatory measures without restricting its application to the courts situated within the seat of arbitration used to be taken for granted. Now, this is no longer a right available to parties who choose a seat outside Malaysia.

It also used to be taken for granted that the Malaysian Courts will stay any court action filed in breach of an agreement to arbitrate, irrespective of the chosen venue for arbitration. Now, arbitration clauses providing for venues of arbitration outside Malaysia may be unenforceable against parties who choose to sue in the Malaysian court.

It remains to be seen whether it was the intention of Parliament to limit the application of the Arbitration Act 2005 only to arbitration proceedings with the seat in Malaysia. There has been no amendment to the Act since the Aras Jalinan case. Until that happens or until the issue is clarified by the appellate courts in Malaysia, parties negotiating arbitration clauses in their contractual documents may need to be more circumspect when choosing the venue for their arbitrations.

Written by Elaine Yap, Partner Wong & Partners Suite 21.01, Level 21 The Gardens South Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Tel: +603 2298 7888 DID: +603 2298 7838 Fax: +603 2282 2669 elaine.yap@wongpartners.com

Asian Legal Business ISSUE 10.3

ALB China Law Awards The Westin Hotel, Shanghai 16 April 2010 ALB Australasian Law Awards The Westin Hotel, Sydney 13 May 2010 ALB Japan Law Awards The Ritz Carlton, Tokyo 28 May 2010 ALB SE Asia Law Awards The Ritz Carlton, Millenia Singapore 4 June 2010 ALB Hong Kong Law Awards JW Marriott, Hong Kong 10 September 2010

Worldwide recognition for Asia’s legal excellence Asia’s premium law awards event series, ALB Law Awards returns to Asia and Australia in 2010. Each event is the culmination of months of intensive research and gathers hundreds of legal and industry professionals from all around the region. The biggest night on the industry calendar honours the achievements and successes of the past twelve months in a spirit of celebration and collegiality.

Everyone I spoke to enjoys the ALB Awards dinner. The black tie dinner, the style of the awards is all fantastic.

Partner – Conyers Dill & Pearman, Hong Kong The event is very well organised and a big success!

General Counsel – COSCO Pacific It is a great event and I am proud to be a part of it.

Partner – Milbank, Tweed, Hadley & McCloy Official publication

Please contact Iris on iris@kmimail.com or +852 2815 5988, if you would like more information with regard to nominations.

Another event organized by

Feature | employer of choice >>

Employers of Choice by jurisdiction ►► PRC: Domestic 1. Jun He 2. Grandall 3. MWE China 4. Shandong Deheng 5. Fangda

►► Korea

1. Bae, Kim & Lee 2. Kim & Chang 3. Yulchon 4. Lee & Ko 5. Yoon Yang Shin Kim & Yu

►► Thailand

1. Siam Legal 2. Mayer Brown JSM 3. LS Horizon 4. Chandler & Thong Ek

►► PRC: International

1. JSM 2. Baker & McKenzie 3. Skadden Arps Slate Meagher & Flom 4. Simpson Thacher & Bartlett 5. Freshfields

►► Malaysia

1. Zul Rafique & partners 2. Wong & Partners 3. Azmi & Associates 4. Lee Hishhammudin Allen & Gledhill 5. Rajah, Darryl & Loh

►► Hong Kong: domestic 1. Deacons 2. Haldanes 3. Wilkinson & Grist

►► Hong Kong: INTERNATIONAL

1. Baker & McKenzie 2. Herbert Smith 3. Clifford Chance 4. Paul Hastings

►► Indonesia

1. Soewito Suhardiman Eddymurthy Kardono 2. Hadiputranto, Hadinoto & Partners 3. Melli Darsa & Co 4. Hiswara Bunjamin & Tandjung 5. Widayan & Partners

►► India

►► Philippines

►► UAE

1. Bin Shabib & Associates 2. Fichte & Co 3. Habib Al Mulla 4. Al Sharif Advocates

►► Taiwan

1. Romulo Mabanta Buenaventura Sayoc & De Los Angeles 2. SyCip Salazar Hernandez & Gatmaitan 3. Puno & Puno

1. Lee and Li 2. Tsar & Tsai 3. Formosa Transnational 4. Eiger Law 5. Winkler & Partners

►► Singapore: domestic

►► Vietnam

1. WongPartnership 2. Drew & Napier 3. TSMP Law Corporation 4. Rodyk & Davidson 5. KhattarWong

1. VILAF 2. YKVN 3. Allens Arthur Robinson 4. Freshfields 5. DFDL Mekong

►► Singapore: International 1. Herbert Smith 2. Ince & Co 3. Shearman & Sterling 4. Norton Rose

1. Amarchand & Mangaldas & Suresh A Shroff & Co 2. FoxMandal Little 3. Jyoti Sagar & Associates 4. AZB & Partners 5. Luthra & Luthra

►► Japan: domestic

1. Mori Hamada & Matsumoto 2. Nishimura & Asahi 3. Atsumi & Partners 4. Anderson Mori & Tomotsune 5. TMI Associates

►► Japan: International 1. Davis Polk & Wardwell 2. Simpson Thacher & Bartlett 3. Sullivan & Cromwell 4. Ropes & Gray 5. Paul Hastings

30

Asian Legal Business ISSUE 10.3

Feature | employer of choice >>

A record number of responses have been cast, with the data weighted, collated and tallied.

Here is ALB’s definitive guide to the region’s best law firms to work for

A

ll the empirical data suggests that the legal employment markets across the region are slowly but surely recovering. Q4 2009 was marked by an improvement in employer sentiment, which in turn yielded an increase in the number of job postings in most jurisdictions across the region, despite the traditionally quiet Christmas break.

Many recruiters, HR managers and lawyers themselves have said that 2010 will be the year in which law firms and in-house legal departments lift their self-imposed embargoes on hiring. By the middle of this year “law firms and in-house departments will be actively looking for candidates again …by this time, demand should equal supply or be very close,” said one respondent. Fullservice law firms and in-house teams will be looking to bring extra hands on board to help with the expected increase in areas aligned to economic improvement (corporate, banking and M&A), while specialist law firms will also be looking to lure disenchanted lawyers from their larger rivals.

Yes, legal employment markets in Asia and the Gulf will pick up (few predict a return to the heady days of 2007 when firms seemingly hired with reckless abandon and soughtafter candidates could realistically

www.legalbusinessonline.com

►►Methodology

This online survey was conducted between December 2009 and February 2010. It was sent to more than 20,000 lawyers in the Asia-Pacific and Gulf regions, including Australia, Hong Kong, mainland China, Singapore, India, Indonesia, Japan, Korea, Malaysia, New Zealand, the Philippines, Thailand, Vietnam, and the UAE.

expect to pen the terms of their employment), but just by how much remains uncertain.

Rob Green, the Asia-Pacific managing director of CML Recruitment, says that the first cabs off the rank could be employers who over-reacted to the financial crisis.

“Firms that have made too many redundancies may be thinking about bringing in one or two people to help out overworked teams,” he says. Based on his conversations with Hong Kongbased law firms, Green also reckons that many are putting in place plans to increase their market share, which means increased recruitment. But just how willing are lawyers to return to firms whose reputations have been tarnished by their handling of the HR issues arising out of the financial crisis?

Just as longstanding economic paradigms have been smashed by the worst financial crisis since the Great Depression, so too have the attitudes of lawyers across the region changed dramatically. Somewhat ironically, an employment market where the number of vacancies is dwarfed by the number of candidates has not proved enough to dissuade lawyers from being more selective in their choice of employer.

And it’s usually the law firms that have best dealt with these changes in 31

Feature | employer of choice >>

►► Respondents by length of service 1 year 21% 33%

2 years 3 years

6%

4 years

5%

5 years

12%

23%

6+ years

►► Respondents by position 3% Lawyer 2%

Associate

8% 29%

Senior associate Partner

14%

In-house

the mindset of lawyers that have been voted as Employers of Choice for 2010.

Respondent profile

More than 1,000 lawyers from 13 different jurisdictions responded to the survey. Jurisdictions were Australia, Hong Kong, Mainland China, Singapore, India, Indonesia, Japan, Korea, Malaysia, New Zealand, the Philippines, Thailand, Vietnam and the United Arab Emirates.

Respondents ranged in seniority from paralegals and newly-admitted lawyers to senior associates, counsel, partners and senior partners. It was the latter group that dominated, contributing over 60% of all responses. In respect of length of service, respondents averaged 2.1 years at their present firm, while the average number of law firms respondents had worked for was three.

Other 17%

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24%

Counsel / consultant Junior lawyer

Billable hours

According to our research the majority of respondents (80%) were comfortable with their daily billable

hours target. Very few described their daily target as “too high” and fewer still (collectively, 9%) considered their billable hours target to be “excessive”.

Of this minority, most were senior-level lawyers (senior associate and above) based in mainland China, Malaysia and Singapore. One respondent from a domestic Singapore firm said: “Our firm recently increased the number of hours that senior lawyers were expected to spend on non-billable activities, but also increased our billable targets, but it seems this only applies selectively with a number of senior partners (and their protégés) having their targets reduced substantially.”

Surprisingly, 11% of respondents said that their billable hours targets were too low. This response was common among Korean lawyers. “I find my targets to be way too low. 50% of the hours I’m ask to bill can be classified as intellectually demanding while the rest can just as easily be done by a first-year law student,” complains one lawyer who indicated four years PQE.

Asian Legal Business ISSUE 10.3

Another lawyer from Malaysia notes: “I have a low target compared to some of my peers… which is why I don’t really mind, but some more challenging work from time to time would be great.”

Career change

The majority of respondents (67%) claimed not to be looking to move firms at the moment. Out of this group, the highest number of respondents came from Korea, Japan and Malaysia, substantiating studies which suggest that these markets are among the most stable legal employment markets in the region. 21% of lawyers said they were either looking for employment at other law firms or to change careers altogether. Of this unsettled group, the majority came from mainland China (48%) followed by Singapore (16%) and India (14%).

In respect of the high number of respondents in India looking to swap firms, one lawyer there commented: “Most Indian law firms below the top three or four are in recruitment

mode, so it’s no surprise that some are looking to move … it’s happening quite freely at the moment.”

38% of all respondents indicated they were open to the idea of a career change. Of this number, 62% indicated that a move in-house was the most likely, 15% favoured a move into the public sector, 10% favoured academia and 16% said they would consider leaving the legal profession. The latter figure is up markedly on previous years (2008 was 4% and 2009 it was 6%).

This may easily be accounted for with reference to the well-documented effects that the financial crisis has had on job satisfaction levels, yet it’s worth noting that women outnumbered men in this category by almost 2:1.

Female lawyers contacted by ALB say that the over-representation of women in this category has to do with the sometimes limited opportunities presented to them for career advancement, more than anything else.

“Men and women both have family responsibilities and at most firms I’m

►► daily billable hours target

21%

25%

5 – 5.5 hours 6 – 6.5 hours 7 – 7.5 hours

23% 31%

8 – 8.5 hours

►► billable hours targets 1%

2%

9% Excessive Too low 88%

Too high Reasonable

Feature | employer of choice >>

“I have a low [billable hours] target compared to some of my peers ... which is why I don’t really mind, but some more challenging work from time to time would be great”

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aware of there are initiatives in place to accommodate lawyers with a busy family life,” said one lawyer who was formerly a partner in charge of HR issues at an international law firm in Hong Kong. “In my experience, women want to leave the profession because they are not given the same opportunities for career advancement as their male colleagues.”

Another female lawyer commented that although not institutionalised, a culture of gender bias widely exists, especially in international law firms.

“No HR head at law firms will tell you that gender bias doesn’t exist at some level,” said the lawyer, who is currently a partner at a law firm in Singapore. “But because the issue has been given more media coverage the forms of gender bias have become less overt. The cultural issues surrounding gender bias in Asia, overlaid with the fact that law firms at the best of times aren’t the most women-friendly organisations, means that these issues will always exist to some degree,” said

the lawyer, noting that international law firms were often “far worse” than domestic law firms.

Nevertheless, a number of respondents employed by international law firms did note that their employers’ attitude vis-à-vis these issues was improving. This was indicated as much by just who they voted for in this year’s Employer of Choice survey.

Money talks

An overwhelming number of respondents cited ‘compensation and benefits’ as the most important factor in deciding where to move (92%).

This figure was almost identical to that for 2008 but up substantially from 2009, when less than half of respondents listed it as important.

Is this a return to the status quo perhaps?

One respondent says that the results reflect the uncertainty regarding these issues in the legal employment market.

“Seeing compensation and benefits rank highly in this survey is no surprise at

Asian Legal Business ISSUE 10.3

Feature | employer of choice >>

“The big US and UK firms are, rightly or wrongly, still seen by many as the ideal places to work, especially among young lawyers. They see clearer-cut opportunities for advancement, greater access to quality work, better pay of course, plus access to a global network and global career opportunities, which is all very exciting”

the moment,” the lawyer said. “Given that most firms in the region have cut bonuses, frozen pay, abandoned lockstep or brought in all three, lawyers are looking for more security on these fronts should they want to move firms.”

Somewhat predictably, compensation and benefits were very important for lawyers from mainland China, India and other South-East Asian countries, where average salaries are much less than in Hong Kong, Singapore or the UAE. In these jurisdictions lawyers also ranked post-material workplace needs like work/life balance and professional development and training highly.

“Money comes with seniority,” said an associate working with an international law firm in Japan. “But it’s the support that one’s employer offers in helping one get to this level which is important – things like workplace flexibility are important here.”

Work/life balance

Most law firms across the region seem to have made positive inroads in relation

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to work/life balance, according to respondents. A number of law firms have introduced policies that either stagger or allow for adjustable working hours, the option to work from home and even allowances to go to the gym. Regardless of the initiative, firms seem to be making efforts to tailor work/life balance to fit the individual needs of their staff.

Both male and female lawyers at one Korean law firm suggest that their firm had made so much progress in the area that it could justifiably be regarded as the most flexible firm to work for in the market there.

“Individual associate experiences will of course vary according to the partner supervising one’s work, but generally the firm doesn’t care when you work or how long you are in the office as long as you get the work done,” said one lawyer.

“I can and will stay late in the office,” said another. “But I prefer to work from home outside regular office hours when needed. Here I have this flexibility but it’s not too common at other law firms in the market.”

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Not all law firms in the region were as accommodating as those in Korea.

In Hong Kong, for example, very few lawyers said their firm had “any sort of cogent work/life balance strategy… apart from charitably forgiving the transgression of coming back five minutes late from lunch,” as one lawyer put it. Bemoaned another: “No [arrangements] offered here and we still have rostered Saturday work.”

In Japan, a number of lawyers commented that although their firms had work/life balance programs in place, lawyers who chose to use them often did so at their own peril. “As a firm policy they may offer some of these arrangements, but in this particular office I am certain that an associate who took advantage of them would be fired within a year.”

Hence, while having flexible workplace strategies and a balanced strategy is important, establishing a culture where employees are able to take up opportunities to work from home or stagger their working hours

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without fear of reprisal is equally as important, especially in jurisdictions where working in excess of 12 hours per day is not uncommon and, in some cases, mandatory.

Interestingly, the survey reveals that while most law firms across the region do have some sort of balanced strategy in place, these appear to be available only to certain lawyers. Take the case of one of Singapore’s ‘Big-Four’ law firms, as an example. Of the 13 lawyers from that firm who responded to the survey, seven said the firm had a number of work/ life balance schemes available to staff while six said that the firm had no such initiative in place. The seven lawyers who voted in the affirmative were all seniorlevel lawyers (partner to senior associate level) while the six dissenting votes were all lawyers of junior to mid level seniority.

When asked to explain the discrepancy, one partner at the firm said: “It’s probably just that the initiatives out there have not properly been explained to our junior staff.” A junior lawyer at the same firm offers

“In my experience, women want to leave the profession because they are not given the same opportunities for career advancement as their male colleagues”

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Feature | employer of choice >>

“Money comes with seniority.

But it’s the support that one’s employer offers in helping one get to this level which is important – things like workplace flexibility”

this rejoinder: “It’s not that they have not been explained – the overactive HR department never misses a beat here… it’s a case of them not being available to lawyers who aren’t at partner level.”

It’s on issues like these that ALB’s Employers of Choice for 2010 really set themselves apart from the pack.

Domestic lawyers love international law firms, but not in Japan and UAE

According to our survey, seven out of ten lawyers working for domestic law firms across the region voted for an international law firm as one of their top places to work. International law firms in Singapore, Hong Kong and China were the biggest focus of such voting.

“The big US and UK firms are, rightly or wrongly, still seen by many as the ideal places to work, especially among younger lawyers,” said a partner at a Singapore domestic firm, who himself nominated international law firms in our survey.

“They see clearer-cut opportunities for advancement, greater access to quality work, better pay of course, plus access

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to a global network and global career opportunities, which is all very exciting.”

But while this may be true of lawyers in Singapore, Hong Kong and China, it was certainly not the case in Japan where domestic lawyers voted for local law firms over the international players – nine times out of ten. “The quality of work that younger lawyers are exposed to in Japan is much higher,” said one respondent. “There is a real effort to show the younger ones the ropes, and advancement appears to be merit based.” While international law firms did receive a number of votes in Japan, they were nowhere to be found in the UAE – something that many lawyers there believe is related to their handling of the HR issues arising out of the financial crisis.

“From personal experience, I’d say the results are an accurate representation of how things look at the moment,” said one respondent.

“Take Dubai as an example – the international firms here really handled the crisis in abysmal fashion: laid-off

Asian Legal Business ISSUE 10.3

Feature | employer of choice >>

lawyers were treated terribly and even those who survived the cuts were in no better state with no communication about what was going on.”

Hong Kong & PRC

Hong Kong’s largest domestic law firm Deacons finished well ahead of the pack in the SAR ostensibly on the back of its strong showing in the The winners ‘quality of partners to work for’ and The ALB Employers of Choice for this ‘compensation and benefits’ categories. year are those firms that received Haldanes polled strongly in the the highest number of votes across ‘quality of work’ category to take the various categories – ‘quality of second place while Wilkinson & Grist work and clients’, ‘compensation and followed in third place. benefits’, ‘professional development Baker & McKenzie was the pick of and training’, ‘work/life balance’, the international law firms in Hong ‘partnership prospects’, ‘quality Kong. The firm gained some 30% more of partners to work for’ and ‘firm votes than its nearest rival, Herbert reputation’. Respondents were asked Smith, and polled very strongly in the to rank the leading firms in their ‘work/life balance’ and ‘partnership jurisdiction under these categories. prospects’ categories. Meanwhile A preferential voting system was Herbert Smith and third place Clifford used where first-choice votes scored Chance both held their own in the five points, second-choice votes four ‘compensation and benefits’ categories, points, third-choice votes three and the latter claiming a higher number of so on. Votes received were evaluated votes in the ‘firm reputation’ stakes. against the relative number of Paul Hastings finished in fourth place. responses coming from each firm and On the mainland, Jun He and their frequency to ensure unbiased Grandall dominated Jun He results.

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polled strongly in all categories while Grandall (unranked in last year’s survey) did well in the ‘quality of work’ category, in particular. MWE China finished in third while block voting saw Shandong Deheng land in fourth place; Fangda came in fifth.

JSM topped the ‘international firm’ category on the mainland and Baker & McKenzie repeated its strong showing in Hong Kong with a secondplace finish. Skadden polled highly again this year finishing in third, followed by Simpson Thacher in fourth and Freshfields in fifth place.

Indonesia

Soewito Suhardiman Eddymurthy Kardono (SSEK) took top spot in the country, while Baker & McKenzie member firm Hadiputranto, Hadinoto & Partners (HHP) finished close behind in second place. Last year’s winner Melli Darsa & Co came in third, followed

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Feature | employer of choice >>

Bunjamin & Tandjung in fourth.

Widayan & Partners, which shares an alliance with Australian top-tier firm Allens Arthur Robinson, round out the top five.

Respondents in Indonesia listed ‘work/life balance’ and ‘quality of work’ as the top two criteria in deciding the Employers of Choice for this year. “Of the top few law firms in the market there is not much separating them in terms of salaries… the point of difference has more to do with the quality of work on offer, plus things like firm culture of which work/ life balance and other non-financial aspects are a big part. The firms that have won this year are all market leaders here,” said one source.

India

The results in India were more or less a carbon copy of last year, with one notable exception: FoxMandal Little (FML) polled extremely well to claim second spot

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behind last year’s winner Amarchand Mangaldas.

FML’s success in the Employer of Choice survey may come as a surprise given the trials and tribulations that the embattled firm has had to face over the last 12 months. These include difficulties paying staff wages, key partner losses and persistent rumours that the firm’s partnership is on the brink of again splitting into its predecessor firms, FoxMandal and Little & Company. But according to the results, lawyers voted for FML not only because of its generous work-life balance initiatives (which include an onsite gym complete with a yoga instructor) but also because of the forthright way the firm dealt with its GFC-related problems. “The manner in which our firm communicated to staff the problems it was facing was admirable,” said one junior lawyer at the firm. Another lawyer from a different firm said: “They may have had some difficulties recently, but having worked there before and

knowing people who are currently there I’d say it’s still as good a place to work as any.”

Elsewhere in the rankings, Jyoti Sagar & Associates moved up one place from last year to finish in third place, Clifford Chance’s Indian ‘best friend’ AZB & Partners came in fourth, while Luthra & Luthra slipped from its third place 2009 ranking to finish in fifth.

Japan

Mori Hamada & Matsumoto claimed top spot among domestic law firms in Japan this year after polling very strongly in both the ‘quality of work’ and ‘quality of partners’ categories. Nishimura & Asahi followed closely behind, outgunning Mori Hamada in the ‘compensation and benefits’ category but falling just short of their ‘BigFour’ compatriot for ‘reputation of law firm’ stakes. Up-and-coming firm Atsumi & Partners followed up

Asian Legal Business ISSUE 10.3

Feature | employer of choice >>

their first place in last year’s survey to finish in third place, thanks to very strong polling in the ‘work/life balance’ and ‘partnership prospects’ categories, while Anderson Mori & Tomotsune and TMI Associates rounded off the top five finishing in fourth and fifth place, respectively.

On the international side, Davis Polk & Wardwell backed up its first place in last year’s survey with a repeat this time around, with the firm scoring impressively in the ‘quality of work’ and ‘firm reputation’ categories.

Simpson Thacher & Bartlet came in second while Sullivan & Cromwell finished in third spot, thanks to solid voting in the ‘professional development and training’ category. Ropes & Gray and Paul Hastings finished in fourth and fifth place respectively, completing a clean sweep for US firms in Japan.

Korea

Bae, Kim & Lee shot up the rankings this year to claim top spot in Korea due to very strong polling in the ‘work/life balance’ and ‘compensation and benefits’ categories.

Korea’s largest firm by headcount, Kim & Chang, finished in second place on the back of a number of votes in the ‘firm reputation’ and ‘size of firm’ categories, while Yulchon finished only a handful of votes back in third and did very well in the ‘work/life balance’ and ‘quality of work’ categories.

Lee & Ko finished in fourth place after performing solidly across all categories and Yoon Yang Kim Shin & Yu rounded off the top five.

Malaysia

Zul Rafique & partners consolidated its position as the country’s best law firm to work for by again taking top spot this year, narrowly edging out Baker & McKenzie member firm, Wong & Partners. These two firms were neck and neck across the board and it was not until second preference votes were counted that Zul Rafique emerged victorious. Azmi & Associates took third place this year.

Two new faces claimed fourth and fifth spot: Lee Hishamuddin Allen & Gledhill and Rajah Darryl & Loh. Last year’s runner-up Zaid Ibrahim & Co www.legalbusinessonline.com

dropped substantially off the pace this time around, to finish well behind in 13th place.

The Philippines

Romulo Mabanta again took home the top spot in the Philippines by narrowly edging out SyCip. The firm polled very strongly across all categories and was the only firm to receive at least one vote from every single respondent in that jurisdiction. Mid-tier firm Puno & Puno made its debut entrance, claiming third spot after receiving a solid number of votes in both the ‘quality of work’ and ‘quality of partners to work for’ categories.

Singapore

In Singapore, the spectre of law firm layoffs had an indelible effect on the composition of this year’s list, seeing a number of firms move in the rankings or fail to make them at all. WongPartnership finished as the most desirable firm to work for in the country, receiving close to 30% more votes than second-placed Drew & Napier. Third-placed TSMP was favoured in the ‘compensation and benefits’ categories while Rodyk & Davidson’s work/life balance initiatives saw it claim fourth spot.

KhatttarWong, unranked in last year’s survey, polled well in later rounds to clinch fifth spot.

The ‘international firm’ category was among the most hotly contested in this year’s Employer of Choice survey. Less than three votes separated the top two firms – Herbert Smith and Ince & Co. Herbert Smith won out in the ‘work/life balance’ and ‘partnership prospects’ categories while Ince & Co was favoured in the ‘professional development and training’ and ‘compensation and benefits’ categories.

Shearman & Sterling followed closely behind the two frontrunners, ostensibly on the basis of later round voting. Norton Rose finished well off the pace in fourth place.

Taiwan

The country’s two largest law firms dominated the voting.

Lee and Li and Tsar & Tsai both polled strongly across the board,

with the former pulling away in the ‘compensation and benefits’ category to ensure first place. Formosa Transnational turned in a solid performance to finish in third spot ahead of two new faces, Eiger Law and Winkler & Partners, who finished in fourth and fifth spots respectively.

Thailand

Siam Legal sewed up first spot in Thailand in this year’s voting after strong polling in all categories, most notably in the ‘partnership prospects’ stakes. Here, the number of votes the firm received outstripped that of its nearest rival Mayer Brown JSM, which was the only international firm to make the rankings. LS Horizon finished voting in third place, with Chandler & Thong-Ek following closely behind in fourth place.

Vietnam

International and domestic law firms shared the spoils in Vietnam, although it was the domestic players who shored up the top two spots there. VILAF and YKVN were well ahead of the pack, receiving a combined total of 48% of the total votes cast in that jurisdiction.

VILAF’s performance in the ‘firm reputation’ category was of particular note, scoring 80% of the total on offer. Allens Arthur Robinson and Freshfields finished in third and fourth places respectively, while DFDL Mekong turned in a solid performance to finish close behind in fifth spot.

UAE and the Middle East

Here, international law firms were nowhere to be seen, in a result that came as a surprise to very few. Bin Shabib & Associates were the pick of the local firms, favoured in the ‘quality of work’ and ‘compensation and benefits’ categories.

Boutique firm Fichte & Co finished in second place on the back of strong voting in the ‘work/life balance’ and ‘quality of partners’ categories. Habib Al-Mulla came in third and mid-sized firm Al Sharaf Associates rounded off the top four in the region.

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Feature | interview >>

In-house perspective

David Becker, International Cricket Council:

For the love of the game

David Becker, the general counsel of the International Cricket Council (ICC), shares the joys and challenges of being in charge of the legal affairs of one of the world’s fastestgrowing sports

T

here’s little doubt that David Becker is the envy of every self-respecting cricket loving lawyer in the world. His position as general counsel of the International Cricket Council (ICC) — the game’s international governing body— means he is afforded an opportunity rarely extended to many of his peers: the ability to indulge two of his biggest passions, the law and the game of cricket.

“I am immensely lucky to have this job,” said Becker, a self-professed cricket tragic. “I have been following cricket since I was a child and to now oversee the legal affairs of the ICC is both personally and professionally satisfying.”

But his position isn’t all fun and games, so to speak. Becker and his four-strong legal team advise the ICC on matters that span across the entire spectrum of corporate law. From regulatory issues, to IP protection and enforcement, player security, sponsorships as well the seemingly ever-present threats of corruption, match fixing and ‘rogue’ leagues it is clear that Becker’s position is as exigent as it is enjoyable.

“We are at the forefront of change in the game and the work that we are doing now will have a real impact...”

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Asian Legal Business ISSUE 10.3

Feature | interview >>

“I’ve been an M&A lawyer at a magic circle firm, represented people like Ernie Els and David Beckham and worked on high-profile football transfers, but my current position is just as, if not more challenging,” he said. “I not only advise the president and executive of the ICC on legal issues but also on strategic decisions. The legal function is so integrated into everything the ICC does. We are at the forefront of change in the game and the work that we are doing now will have a real impact on a game that is a big part of life for millions of people for many years to come.”

stream cricket matches are increasing by the day and are starting to have a noticeable impact on broadcast rights and their value.”

Becker points out that the game’s most significant revenues in such places as India, depend on broadcast rights, the value of which depends on exclusivity.

He estimates that there may be as many as 500 infringing websites in India alone and expects this number to grow as the sites and their operators become more sophisticated.

“Most of these websites had previously operated on a subscription model where they charged users a

“A sports lawyer is essentially a commercial lawyer who also has a good grounding in IP, because what you are essentially dealing with in sports law is the issue of rights: their protection and exploitation” Custodians of the game

Cricket is somewhat unique among sports. Few sports are able to bridge geographical, cultural and socio-economic divides as cricket and even fewer are as capable of metamorphisising itself to keep up to speed with broader social changes. Over the past forty years Cricket has spawned two entirely new formats— one day internationals (ODIs) and Twenty20s (T20s), both of which are shortened variations on five-day test cricket and have revolutionized the game.

But Cricket’s development is still very much a work in progress. From consolidating the positive inroads it has made in the United States and China (the ICC, through its regional development programmes, has also had success in growing the game in Africa, the Amercas, East Asia and Europe) to an expansion of its foothold in traditional strongholds in the subcontinent it’s clear the next forty years will bring the game just as many opportunities.

But as the game’s following (and, in turn, its commercial potential) continue to flourish, so too do the legal issues confronting it. Here, Becker puts online piracy at the top of the list and says that it is becoming so widespread that it has the potential to affect the commercial integrity of the sport.

“At the moment Cricket is one of the most pirated sports in the world,” says Becker. “Websites that illegally www.legalbusinessonline.com

fee to access content. This has now changed to an advertising based model where users can log on for free…this had seen the number of users, and sites, increase.”

But while Cricket is not alone in the fight against online piracy — Football, Golf and Boxing are all engaged in similar battles — it has set itself apart from other sports in how it has dealt with it. Instead of embarking down the long and often unsuccessful path of outright enforcement, the ICC’s conciliatory approach has proved much more effective.

“We have devised a bespoke approach where we work with key stakeholders like national cricket bodies and broadcast partners like ESPN Star Sports,” said Becker. “We employ an online monitoring agency to keep track of infringing websites after which we negotiate ‘take down’ agreements with each of them. This has proved immensely successful and we have removed about ninety percent of these illegal websites.”

The evolution of Sports Law

Just as conspicuous as the growth of sports like Cricket, Football, Golf and many others is the evolution of sports law. Over the past decade it has evolved from what Becker calls a “part-time practice” into a practice area in its own right; providing more than enough work to provide sustenance for a

►►Quick facts: the International Cricket Council • The game of Cricket’s international governing body • Custodian of the rules and codes which regulate the game • Is responsible for carrying out licensing and broadcast issues on behalf of its member countries • Has 104 member countries across the globe

number of specialist law firms in the US and UK or pique the interest of international law firms.

But despite its growth, Becker says that there are still a small number of experts who can be called upon in the area, even less if one excludes the growing corpus of sports lawyers in the UK from any search.

“Ten years ago sports law was just blossoming as a practice area,” said Becker. “There were hardly any law firms who had the capacity to deal with sports law issues, let alone any law firms who dealt with it on a full-time basis,” notes Becker. “But because sports, in general, have become so commercially lucrative a number of firms have expanded into the area.

Larger commercial law firms have good pockets of experience (here Becker singles out UK-based Olswangs, Bird & Bird and Couchmans for special mention) and the specialist practices have a very good reputation as ‘go-to’ firms, but there is still only a handful of really solid all-round sports lawyers.”

It’s no surprise that when Becker needs external counsel he looks to specialists.

“We look for specialists in the sports law business,” said Becker. “I want to use lawyers who know our business, but are also familiar with the governance structure of sport in general.”

For those firms considering a sports law presence, Becker believes that investment is a worthwhile one and offers the following advice: “A sports lawyer is essentially a commercial lawyer who also has a good grounding in IP, because what you are essentially dealing with in sports law is the issue of rights: the protection and exploitation of them and how this can impact not only the commercial integrity of the sport but also how it affects the people than play it at all levels.”ALB 43

Feature | tax ranking >>

ALB’s leading tax law firms 2010*

*Listed in alphabetical order under each jurisdiction

►► HONG KONG Deacons

►► PRC

Jun He JunZeJun Shanghai Fortran

►► INDIA

Amarchand & Mangaldas & Suresh A Shroff Nishith Desai Vaish Associates Advocates

►► INDONESIA

Hadromi & Partners Mochtar Karuwin Komar Soewito Sudhardiman Eddymurthy Kardono

►► JAPAN

Anderson Mori & Tomotsune Nagashima Ohno & Tsunematsu

►► KOREA

Kim & Chang Yulchon

►► MALAYSIA

Lee Hishamuddin Allen & Gledhill Nik, Saghir & Ismail Shook Lin & Bok

►► THE PHILIPPINES

Romulo Mabanta Buenaventura Sayoc & de Los Angeles SyCip Salazar Hernandez & Gatmaitan Zambrano & Gruba

►► SINGAPORE Allen & Gledhill Drew & Napier WongPartnership

►► TAIWAN

Lee and Li Yuan, Chen & Partners

►► VIETNAM

Phuoc & Partners VILAF YKVN

►► INTERNATIONAL

Baker & McKenzie Jones Day

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ALB’s leading tax law firms

A

sia’s tax law landscape has arguably never been as diverse. Never before has competition for a share of tax advisory work across the region been as hotly contested. Full-service international and domestic law firms and the fast-emerging cache of sophisticated boutique and specialist law firms are facing off for the same work – and often for the same clients.

But the advisory side of the practice area is arguably much more complex than any other. Apart from the competitive pressures described above, law firms who operate in this space also have the ‘Big Four’ accounting firms to contend with; and in some jurisdictions it is the likes of KPMG, Deloitte, Ernst & Young and PwC who cast the most conspicuous shadows over the service arena.

But the good news for the region’s tax lawyers is that the legal and advisory hierarchies are far from set in stone.

In fact all types of work, and seemingly many clients, are up for grabs.

The financial crisis, coupled with the increasing pace of legislative change across the region and the continuing calls for countries to internationalise their tax regimes, are factors in this regard. At the same time, clients’ expectations are changing. In an environment where budgets for the procurement of external professional services have been cut at most companies, it comes as no surprise that most respondents indicated that they now are more likely to handle tax-related issues in-house than they were 18 months ago. But when they do need outside advice, in-house lawyers, department heads, executives and decision-makers at Asian companies are looking for lawyers to play a much broader role than just that of an advocate or adviser.

Those firms listed across the page are ALB’s leading tax law firms that have responded best to this change in client attitudes.

State of the market

Although the financial crisis effectively dried up available funding and was responsible for reducing transactional levels to modest rates when compared to those of 2006 and 2007, many of Asia’s companies weathered the economic storms of the past 18 months in a much better fashion than their counterparts in the US and Europe.

Despite Asia being a relative safe haven during this period, many companies in the region turned their attention away from making acquisitions and towards getting their own house in order. For a great number this involved some level of corporate restructuring and a re-evaluation of their tax positions.

This upturn in restructuring came as something of a godsend for tax lawyers across Asia. Not only was the work on offer here commensurate to

“It is crucial that when we use external lawyers they are able to assess our tax issues at both a broad and specific level...”

Asian Legal Business ISSUE 10.3

Feature | tax ranking >>

►► Methodology

ALB is proud to present the inaugural guide to Asia’s leading tax practices. The results herein are the culmination of three months of extensive research with numerous in-house legal counsel, tax advisors, industry specialists and private-practice lawyers. Respondents were asked to nominate Asia’s leading tax law firms and lawyers based on their industry reputation and work. Submissions made as part of the ALB Law Awards series were also considered.

As the survey failed to yield any meaningful results in Thailand, this jurisdiction is excluded from the results.

Accountancy and auditing firms were not included as part of this survey.

that which they had derived from the mega-M&A and capital markets deals, but in some cases was far outstripping it. But this type of work wasn’t the only thing keeping the region’s tax lawyers busy during the downturn. Just as companies have used the downturn to focus on coming out of the recession in a stronger position, so too have regulators across the region used this downtime to align their countries’ tax law regimes with international standards. It’s an opportunity to replenish their coffers with tax-derived revenues that they may have chosen to forego in calmer economic times.

Whatever the rationale behind the regulatory changes we have witnessed over the last 18 months, tax lawyers have thrived.

The ambiguity that has accompanied tax law revisions in the PRC, income tax amendments in Indonesia, or tax increases in Japan and Korea has generated a flow of instructions for lawyers there, according to our survey respondents. The introduction and development of transfer pricing (TP) and advance pricing arrangements (APAs) in other jurisdictions has proved equally as fruitful. This is not

to mention the marked increase in tax disputes work and litigation which respondents report is reaching record highs, and is only expected to increase in the year ahead.

What the clients want

Tax law is an area of practice that presents a unique set of challenges for all concerned – something that is borne out in ALB’s in-depth survey of in-house lawyers and tax professionals across the region. While a high number of in-house lawyers have noted that they are handling more work, they are still looking to outsource work in select areas, but are even more selective in respect of who they choose to use.

Law firms seeking to pick up a slice of this advisory work face more hurdles in tax law than in any other area of practice, not least of all because of the presence of accounting firms. In this regard, the usual stock-standard requirements that external lawyers be ‘close to the business’ and ‘commercially savvy’ are more prerequisites for working with law firms, as opposed to one of the ‘Big Four’.

However, cost flexibility was cited as the most pressing issue. “We really

want law firms in this area to be offering something unique to us, to be able to come to us and show us how using them for tax advice is a better option that using an accounting firm,” said one respondent, who is the general counsel and tax department head at a Hong Kong-based company. “Being flexible on costs should not be the ace in your hand if you’re a law firm, nor should it be passed off as a charitable move… it’s compulsory when it comes to tax advice and I’m surprised by the number of law firms out there who stand their ground on costs issues and refuse to budge.”

Others also wanted their external legal advisors to leverage the experience within their respective firms more wisely. One survey respondent, who was previously head of a US law firm’s Asia tax practice, said “I’ve always thought that the advantage that law firms have over the Big Four is that they have access to resources that accountancy firms do not… here you can bring in your firm’s regulatory, capital markets, M&A and insurance experience to help shed light on a client’s problems and give them a really comprehensive picture of the problems confronting them. But I’m surprised by how often this is not done by law firms, the international players as well as the smaller firms around.”

This respondent goes on to note that structure and culture of some law firms often prevents this from happening.

“At some law firms, and this was the

Shanghai Fortran Law Firm

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Feature | tax ranking >>

case where I worked, the tax guys were keen to protect their clients from the banking & finance and corporate guys. Similarly the banking & finance and corporate teams were reluctant to get involved because there was little chance of any sustained work coming out of it for them… that’s the wrong attitude to have, given that the competition [the Big Four] are better in this area, and many others.”

A number of respondents also bemoaned what they felt was their external lawyers’ lack of understanding when it came to the very basics of their business. “I once used a lawyer who, while having a very good command of all the relevant laws, rulings and cases, had very little knowledge of the accounting methods, structures and operations of my company,” said one respondent.

“It is crucial that when we use external lawyers they are able to assess our tax issues at both a broad and specific level,” said another. “Tell me what I need to know about my legal requirements in this particular

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situation, but also how this connects to my operations in another part of the world or that of my subsidiaries across the border … this is how the law firms can offer us something that accounting firms cannot.”

Interestingly, seminars and briefings, informative newsletters and succinct regulatory updates were all considered by respondents to also fit into this category. “Some law firms do this really well,” said one in-house lawyer.

“They realise that I’ll sometimes miss important developments, and will

pick up the phone and request further information.”

‘Big Four’ vs the law

The consensus, according to ALB’s research, is that accounting firms have a lead over law firms in a number of areas, the most important of which was noted as manpower. With the exception of some international law firms, the tax practice group at most domestic law firms across the region are dwarfed substantially by their counterparts at accountancy firms.

“We really want law firms in this area to be offering something unique to us, to be able to come to us and show us how using them for tax advice is a better option than using an accounting firm” provide an update through one means or another. The really effective ones are those that are light on PR and heavy on facts while being succinct. If I receive something like this through email or seminars and it’s relevant to my business, there is a good chance I’ll

“In some jurisdictions the resources at the disposal of Big Four accountancy firms – and some smaller ones – greatly outnumber that at law firms,” said one respondent. “While it would be wrong to say that this implies some qualitative difference between the two, it does

Asian Legal Business ISSUE 10.3

Feature | tax ranking >>

►► The ALB Asia leading firms series: 2010 • ALB 10.5 (May edition) Asia’s Leading Islamic Finance Law Firms • ALB 10.6 (June edition) Asia’s Leading IP Law Firms • ALB 10.8 (August edition) Asia’s Leading ADR Law Firms • ALB 10.9 (September edition) Asia’s Leading M&A Law Firms • ALB 10.11 (November edition) Asia’s Leading PE & VC Law Firms

account for a lot when we are looking at heavy-duty work in the area.”

The manpower advantage also gives accountancy firms an edge when it comes to specialisation. “A tax professional working at a Big Four firm will more often than not work as part of a group that specialises in a particular area of tax,” an inhouse lawyer from Hong Kong notes.

“The work they do here is very niche and tends to be very narrow. But at law firms, mostly owing to lack of resources, lawyers are often trained as tax generalists and will contribute their tax expertise as part of a project

team where various legal and tax issues are presented… this puts law firms at a distinct disadvantage when specialist advice is required.”

This situation, of course, does give law firms the upper hand on megaM&A, capital markets and project finance deals. According to in-house lawyers surveyed as part of this report, nine out of 10 said they would hire a law firm to advise on the tax implications of the deal, while only four out of 10 said they would hire an accounting firm to look into tax issues.

“On the big deals you need lawyers with corporate grounding providing tax advice,” said one respondent. “Ideally, one would like to have the lawyers and the accounting firms in the same room, working together.”

According to lawyers ALB interviewed as part of this survey, there is plenty of work to go around for tax firms and tax law firms. And while many see the two as directly competing with each other in some areas, in many others the two often already do cooperate. But it's really only the larger law firms – whose

tax departments, in part, are fed by their corporate practice groups – who have this luxury. At the other end of the spectrum are the niche players who stand to lose more from an outright battle with the Big Four and others.

Future

All of the firms listed as our leading tax firms in Asia for 2010 have had some level of success in staving off the challenge of the Big Four in their respective jurisdictions. All were mentioned by our survey respondents as examples of why law firms will once again become the dominant players in the area.

But there are other reasons why they were voted as the leading tax law practices in the region: these firms have best been able to turn clients’ changes in attitude to their advantage.

In an environment where the routine work is no longer up for grabs and only the most complex or specialist work will be outsourced, it is those law firms who pitch their tax skills in these areas that will succeed. ALB

SOEWITO SUHARDIRMAN EDDYMURTHY KARDONO

14th Floor Mayapada Tower Jl. Jend. Sudirman Kav. 28 Jakarta 12920, Indonesia Phone : 62 21 521 2038 Fax : 62 21 521 2039 Email : ssek@ssek.com

www.ssek.com

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profile | managing partner >>

alb/Aderant 2010 managing partnerS series

Sundaresh Menon – Rajah & Tann:

New ambitions Sundaresh Menon reveals the challenges he faces as the new leader of Rajah & Tann and shares his passion for arbitration

S

undaresh Menon has come home. He rejoined Rajah & Tann in April 2007 following a stint with the Supreme Court of Singapore as judicial commissioner, and time spent with Jones Day as head of its international arbitration practice for Asia. “I actually chose to come back to Rajah & Tann because I had been there [before] and I really felt that I wanted, in a way, to return home,” explains Menon. “I felt that the opportunities were going to be very exciting. I saw that the likelihood of Singapore emerging as a real centre for arbitration in Asia was a very real one, and I saw a role for a strong local firm like Rajah & Tann to build on that and establish itself as a very strong regional arbitration player.”

New MP role

Perhaps it was this vision and enthusiasm that led Menon towards his next challenge. When former managing partner Steven Chong left Rajah & Tann to join the judiciary in October 2009, Menon was invited to take over the leadership of the firm. “I agreed because I 48

felt it was an honour,” says Menon. “I had been with the firm for a long time and I was involved with a lot of the decisions and processes that took us from a law firm of 20 to a law firm of nearly 300. So it was an exciting opportunity and I said, yes, I would do it.”

As a new managing partner, Menon is adjusting to the responsibilities of his role while still balancing the demands of running his legal practice.

“It’s certainly a job that I think people don’t appreciate until they have to do it,” Menon says. “The one thing that I have experienced is the sense that it has really added a significant component of time that needs to be devoted to managing the firm. I am not someone who subscribes to the notion that you should stop practicing, because I am first and foremost a practitioner. So I have resisted the idea of either cutting back on my professional work or compromising on that in any way.”

Menon is clearly passionate about the practice of law but he still has clear ambitions for the business of Rajah & Tann. “What I would really like to do

“What I would really like to do is to institutionalise the firm and bring it to a level where we are professionally run”

Asian Legal Business ISSUE 10.3

| managingpartner profile profile| managing partner>> >>

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profile | managing partner >>

“I would like to make sure that we think through and have a clear strategy to play to our strengths and to take advantage of our strengths”

Career timeline of Sundaresh Menon

• Joined Rajah & Tann

1995

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is to institutionalise the firm and bring it to a level where we are professionally run,” he says. “We are in the process of bringing in more professional support people so that the lawyers can get on with doing what I think they are really good at.” Menon has also established a management committee consisting of seven partners, to assist him in dealing with the issues which arise on a day-today basis. “I find it beneficial for the firm to involve a core group of partners who are part of the process of making sure that the firm is run efficiently,” he says.

Menon benefits from consultation with the other partners and believes it strengthens the decisions that are made, because incorporating different perspectives can be powerful in getting the right result for the firm. “I can think of at least two or three occasions in the last few months where I have changed my initial view on things because of that process of consultation, so I am a believer in consultation,” he says. However, he is also clear about the requirements of his role. “I think I am reasonably consultative but I recognise that the managing partner has got to be the person that makes the decisions and so I don’t shy away from that. At the end of the day leadership is about responsibility and I don’t have any difficulty in accepting that,” he says.

His appointment as leader of Rajah & Tann comes during a challenging time for law firms. Not only is the world continuing to suffer from the effects of the GFC, the legal landscape in Singapore is undergoing some dramatic changes, with the liberalisation of the legal services market and the arrival of foreign law firms. “The status quo is going to be challenged with liberalisation because you are going to find six new players, perhaps more, who are going to go for a share of the market,” says Menon. “So the first challenge I see is getting ready and equipping [the firm] to be able to deal with that additional competition.”

One way that Menon is dealing with

• Joined Jones Day as Head of the International Arbitration and Arbitration Practice for Asia

2003

• Appointed judicial commissioner of the Supreme Court of Singapore

2006

• Rejoined Rajah & Tann

2007

the changing landscape is ensuring that Rajah & Tann capitalises on growth in the arbitration market. “I think that the arbitration market in Singapore is growing in leaps and bounds and we are well on the way to establishing ourselves as a very important centre for arbitration internationally,” he enthuses.

Arbitration

As deputy chairman of the Singapore International Arbitration Centre, Menon is a firm believer in the process of alternative dispute resolution (ADR) and what it can offer parties as means for resolving commercial disputes.

“I genuinely believe that parties are actually better off, most of the time, if they can find a solution that they are happy to live with,” says Menon.

ADR and in particular, arbitration is a point of focus for Rajah & Tann. “It is clear that this is a market space that is on the rise. Although the international firms have expressed interest to get into this [market], the truth of the matter is that for quite some time there have been very few, if any, barriers to the international firms coming in and competing for a share of the market,” observes Menon. “In spite of that, you have seen the emergence of a handful of very strong Singaporean firms in that space and we count ourselves as one of the leading players. So I think we will see that practice grow even more as one of the traditional areas.”

Menon is also of the view that international firms will generate disputes work. The current licensing scheme does not allow international firms access to the courts and this is an opportunity for the major litigation firms in Singapore. “While I think there are challenges, I also think there are going to be opportunities and I would like to make sure that we think through and have a clear strategy to play to our strengths and to take advantage of our strengths, so that we can continue to maintain our position in the market.” ALB • Appointed managing partner

2009

• Appointed deputy chairman of the Singapore International Arbitration Centre

2009 Asian Legal Business ISSUE 10.3

| Middle ALB special report East 2010 | Middle ALB special report East 2010 >>>>

Middle east

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Asian Legal Business ISSUE 10.3

ALB special report | Middle East 2010 >>

2010

The Gulf in recovery

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hen the full scale of the problems facing property and logistics conglomerate Dubai World were revealed to the world late last year, it caused ripples around the globe. Not only because the announcement that the company would need to delay repayments of its US$26bn was made just before the Eid al-Adha religious holiday, but also because most had settled into the assumption that the worst of the financial crisis had passed. Dealflow was starting to return, banks had reopened their hitherto closed loan books and capital markets across the world were again starting to show signs of life.

The British press, not known to miss an opportunity for hyperbole or the dissemination of spurious innuendo, was quick to seize the moment. It foretold the imminent collapse of Dubai, the dissolution of the UAE and by extension the passing into oblivion of the Gulf region as a whole, along with other entities such as the entire UK banking industry, for instance.

Thankfully, little if anything the UK press writes comes to pass.

Despite experiencing a period of severe discomfort, Dubai World was successfully able to restructure its debts and avoid collapse. The Gulf states have powered on – taken the whole incident in their stride as a mere blip (albeit a necessary one: it yielded the introduction of an insolvency code to deal with any disputes arising out of the company’s restructuring ) in their development trajectories.

But that the press – and quite a few others – posit a link between Dubai’s troubles and that of its Gulf neighbours is also of some import. It serves as

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“Abu Dhabi, with its abundance of natural resources and comparative fiscal prudence remains a mainstay, while further afield Oman, Bahrain, Kuwait and Saudi arabia are all garnering their fair share of interest, especially among law firms who seem to be as good a barometer as any of actual and potential investment levels of any given location” evidence that misconceptions about the region still exist. Dubai may be the region’s most high-profile celebrity, may have been used as a stepping-off point for investors and capital bound for elsewhere in the region, but the days of it being used in this fashion are surely numbered not because of its recent difficulties, but because other Gulf states have been quietly, conscientiously building their profiles.

Abu Dhabi, with its abundance of natural resources and comparative fiscal prudence remains a mainstay, while further afield Oman, Bahrain, Kuwait and Saudi Arabia are all garnering their fare share of interest, especially among law firms who seem to be as good a barometer as any of actual and potential investment levels of any given location.

ALB reports from the Gulf on what the region’s recent rejuvenation means for lawyers there. ALB 53

ALB special report | Middle East 2010 >>

The Gulf challenge:

testing times for international firms in the Middle East

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o say that the last 12 months have been challenging for law firms operating in the Middle East would be an understatement. And arguably, it has been the region’s growing cache of international firms who have been more acutely affected to the discomforts of their clients than any other.

“A great number of the international law firms have suffered visibly over the last year or so because of the way they entered the market,” said one partner at a UK international firm. “Some of these firms have seen the gravy train they rode into town stop running.

Others entered on the premise that they would service the many developers and construction companies in the region… but when these clients go bust or severely downgrade their commitments in places like Dubai, it’s quite clear what is going to happen.”

The empirical data offers the most vivid illustration of what did happen. By ALB’s count more than 300 lawyers have been either laid off or repatriated back to their firms’ headquarters; over 1,000 support staff have been shown the door and over 20 international firm offices have been closed— and these are just reported cases. According to lawyers on the ground these numbers “would increase by around 50%” if stealth layoffs and office closures were taken into account.

“Some firms have ‘closed’ offices on the sly,” says another lawyer. “Or what they have done is left the shingle on the door, sent key partners back home and moved their associates and junior lawyers in with a good, mid-sized local law firm.”

The images of abandoned luxury cars gathering the desert’s dust in the long-term parking facility at Dubai’s International airport, and elsewhere, serve as a prescient reminder of just how badly many law firms suffered through the crisis.

But although countless lawyers have been laid off and many offices

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have been closed, scores more remain behind, open for business and ready to take the expansion of their Middle East practices to the next level.

“The Middle East is unlike any other legal market in the world and there will always be hardships,” said Andrew Rae, a partner in the Abu Dhabi office of Trowers & Hamlins. “The key to operating here is to ride the ups and down, to keep chipping away. The danger is trying to replicate what you do in other parts of the world in the Middle East without adapting it to the region.”

Paul Sandosham, Head of WongPartnership LLP’s Middle East practice believes it is important to build a presence in the Gulf step by step, rather than adopting the bigbang approach.

Paul Sandosham “It may have been said WongPartnership a thousand times before, but in order to build a strong presence in the Middle East, you need to invest time to understand and develop the market, and you need to do it step by step with a long-term vision. It is unrealistic to establish numerous offices at the same time and expect to see benefits right away. As in any other market, this can be a risky strategy.”

WongPartnership became the first Asian firm to establish a meaningful presence in the region after it opened an office in Qatar in 2007. At that time, the firm had a small presence, backed by its Middle East Practice based in Singapore. A year later, the Firm opened a second Middle East office in Abu Dhabi and increased its headcount. This is in alignment with the Firm’s CHIME (China-India-Middle East) strategy which started in 2004 with the opening of the Firm’s first overseas office in China.

Trowers’ growth in the region has also been incremental. The firm opened its first Gulf office in Oman in 1980 Asian Legal Business ISSUE 10.3

ALB special report | Middle East 2010 >>

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ALB special report | Middle East 2010 >>

“Relationships are important for conducting business here and you need to invest time to create, manage and cultivate them, even if there is an existing relationship with that client elsewhere in the world. Again, it is a part of the long-term vision.”

and it was not until 11 years later that it opened its second office, in Dubai.

Both lawyers agree that leveraging a brand that one has created in the US or UK in the Middle East has the possibility of yielding similarly disappointing results.

“The majority of international law firms that have struggled here have done so because they have not invested in educating the marketplace sufficiently,” Rae said. “An international brand alone won’t get you much here – simply coming here with a brand and people is not the recipe for success.”

“Relationships are important for conducting business here and you need to invest time to create, manage and cultivate them, even if there is an existing relationship with that client elsewhere in the world. Again, it is a part of the long-term vision.” adds Sandosham.

“When you work with a client who is entering a new market, no matter how experienced or seasoned the client may be, they look to their lawyers to bring them a suitable level of comfort about their interests here,” he said.

Costs

Last time ALB delivered its annual report from the Middle East, the issue of legal costs was roundly mentioned as one of the most contentious issues.

Low-balling was widespread and the competition to win mandates from new clients was so intense that it was not uncommon to see new market entrants quote fees so low that many wondered how they were making any money.

This time around, nothing much has changed, according to lawyers ALB spoke to.

“Low-balling continues to be 56

commonplace,” says Trowers’ Rae. “But it is getting to a stage now where it is unsustainable and will ultimately change the legal market.

Firms are losing money Andrew Rae and it creates unrealistic Trowers & Hamlins expectations regarding pricing in the market place.”

This is concomitant with a rise in competitive tendering processes for most of the region’s bigger projects.

“Most work of a certain size is put out to tender nowadays,” said Sandosham.

“The process is more sophisticated now and clients make their decisions not only based on hourly rates, but also on how flexible firms can be to offer alternative fee arrangements (AFAs).”

Amidst calls for greater billing flexibility, a number of new trends in private-practice/in-house relations are emerging, one of the most intriguing of which is the notion of the regional outside counsel (ROC). This is where a law firm or a network of law firms assumes responsibility for the entire legal affairs of a company, in a specified number of practice areas across a specified number of jurisdictions.

“You effectively act as an arm of a company’s legal department in a region where the company does not have the time or resources of its own to devote,” said Nasser El Kassawneh, managing partner of Kassawneh & Associates, which is currently serving as Middle East ROC for Microsoft and Philip Morris.

But while this system appears to make good sense for in-house lawyers, it is just as beneficial for the law firms involved. “In our role as regional

Paul Sandosham

WongPartnership

outside counsel we can get really involved in the client’s business, know the stats, their business models, strategy, know-how,” he said. “Being this close to a client’s business is extremely important and will help us serve our other clients as well.”

In-house during the crisis

The latter, according to Justin Connor, chairman and founder of the Dubai Corporate Counsel Group, is something that is influenced by the high amount of internal and external pressure that the region’s in-house lawyers are under at the moment.

“As the financial crisis has increased the pressure on law firms to generate fees, it has also placed pressure on in-house legal departments to reduce costs,” said Connor. “In-house lawyers have had to become more competitive regarding the provision of their services – they are having to deliver more to their companies with access to vastly depleted funds and resources.”

At the same time, Connor said, there is more scrutiny of the position of in-house counsel and its functions.

“People are giving the position more attention than they ever have in the past,” Connor said. “The financial crisis here has caused many executives to stop for a moment, go back and pick up the documents and contracts they may have signed throughout the year and actually read them, and the first place they’re going to is their company’s legal department.” The result is that the importance of in-house lawyers may actually increase as a result.

“The crisis has only served to emphasise the importance of in-house lawyers, especially over the long term and that is extremely satisfying.” ALB Asian Legal Business ISSUE 10.3

Profile

ALB special report | Middle East 2010 >>

The Oaks Liwa Heights Hotel Apartments

The Oaks Liwa Heights Hotel Apartments: Rates for the Real World in Dubai

T

owering imperiously over Dubai’s rapidly-developing landscape are the Oaks Liwa Heights Hotel Apartments - the serviced apartment option that is a must for business and leisure to the Middle East Situated in the heart of Dubai’s Jumierah district, the Oaks Liwa Heights Hotel Apartments are the obvious choice for business and leisure travelers to Dubai.

Guests have the choice of one or two bedroom apartments— both equally as luxurious— fitted with all the latest in modern technology. Fully equipped and full size kitchens along with washing machines and dryers are standard in all rooms as is high-speed internet. It’s exactly what you want if you’re the sort of traveler who values your space, but even more important if you’re the sort of traveler who intends to stay for more than just a week. And on both counts, the Oaks Liwa Heights Hotel Apartments have both well covered.

The rooms themselves not only ooze modernity and contemporary style but are amazingly spacious, so much so that staying at the Oaks Liwa Heights Hotel Apartments gives the guest a sense of permanency, no matter how short the stay. The rooms size, coupled

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with its functionality as well as a host of other premium services such as a full gymnasium, swimming pool and squash court means that guests are in for an experience they will never forget. As is quickly clear to the guest, the Oaks Liwa Heights Hotel Apartments offer much more than just a hotel room, it offers a space of one’s own.

Location, location, location Location is also key, and in a burgeoning city like Dubai is all-important. The Oaks Liwa Heights is nestled 100km off the coast of the Arabian Gulf on the northern edge of the breathtaking Rub al Khali. It overlooks the soon-to-be-completed waterfront community of Liwa Oasis ( Jumeirah Lakes Towers precinct)and is situated within a stone’s throw from the Dubai Marina, Emirates Golf Club, The Mall of Emirates, Ibn Baituta Mall, The Burj, The Palm Jumierah, Wild Wadi Water Park, and the Dubai International Airport. But of course, it’s not only close to these tourist must-seesthe Oaks Liwa Heights Apartments are a short cab ride from the Dubai International Financial Centre, Media City, Internet City, the Dubai Multi-Commodities Centre, the Jebel Ali Free Zone and many others.

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ALB special report | Middle East 2010 >>

►► Law firms in Oman • • • • • • • • • • • •

Abu-Ghazaleh Legal Al Busaidy, Mansoor Jamal & Co Al-Bualy Attorneys At Law & Legal Consultants Curtis, Mallet-Prevost, Colt & Mosl Dr Abdullah Alsaidi Law Office Dr Tariq Al-Busaidi Legal Consultancy Bureau Ghanim El-Saidi Law Firm Hassan Al Ansari Legal Consultancy Mohamed Janashal Law Office Mohammed Al Shahri & Associates Saba & Co Trowers & Hamlins

►► Law firms in Kuwait

Bridging the Gulf divide

A

llen & Overy launches in Doha. Denton Wilde Sapte debuts in Bahrain. DLA pairs up with a Turkish firm and Lovells goes to Jeddah. If these recent headlines signal that a shift is happening in the legal market, then international law firms are clearly onto something.

The status that Dubai once enjoyed as the Middle East’s regional financial hub is slowly wearing down, giving new opportunity to regions that were once overlooked in the quest to capitalise on the Emirate’s free-flowing investment strategy. The Dubai World bankruptcy only emphasised the importance of having more than one base in the Gulf further.

While Bahrain and Qatar are emerging as the next jurisdictions of choice, the relatively smaller GCC states of Oman and Kuwait are also proving to be a source of infrastructure and energy work. In the push towards economic development their governments are offering tenders and contracts to law firms on major power projects. One example was 2009’s US$1bn Salalah Independent Water and Power Project (IWPP) in Oman, which mandated roles for Denton Wilde Sapte, Shearman & Sterling and local firm Claire Grainger SASLO. Agha & Shamsi Claire Grainger, the

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head of infrastructure at Dubai-based firm Agha & Shamsi, broadens the list of emerging markets further.

“There seems to be a significant move towards not only Bahrain and Oman but also Egypt, Sudan, Yemen, Iran and Iraq,” says Grainger. “This is being encouraged by respective governments recognising the need to put in place key infrastructure projects to meet population demand … and legal advice as to the best way to procure the relevant schemes.”

Given the population demands for infrastructure and energy, it’s clear why some law firms are investing in their projects practices. “Projects will be one of the practice areas that will experience the most significant demand in the near future, particularly with government currently assessing their infrastructure needs for power, energy, water, sewage treatment, road, rail, air travel and so on,” says Grainger.

Investment – through either hiring specialist lawyers or forming strategic alliances – can boost a firm’s chances of winning long-term public contracts.

For example, the criteria for the legal contract for the Salalah project were relevant experience on similar projects and whether the firms had a branch or local alliance.

Regulation

In Oman, foreign lawyers are allowed to advise on local law and can also appear before the courts if they have

• Abdul Razzaq & Partners Law Firm • Abdullah Kh Al-Ayoub & Associates • Al Adwani Law Firm (in association with Norman Kaplan) • Al Markaz Law Firm • Al Sarraf & Al Ruwayeh (in association with Stephenson Harwood) • AlBisher Legal Group • Al-Essa & Partners • Ali & Partners • Al-Saleh & Partners • Al-Twaijri & Partners Law Firm • Al-Wagayan, Al-Awadhi and Al-Saif (DLA Piper Kuwait) • Ahmad Al-Samdan (in association with Denton Wilde Sapte) • International Counsel Bureau • Talal Abu-Ghazeleh Legal • Bader Saud Al-Bader & Partners • Mishari Al-Ghazali

►► Kuwait: the statistics

• GDP: US$68.4bn (2005) • Main exports: oil and refined products, fertiliser • Main imports: food, construction materials, vehicles and parts, clothing • Main trade partners: UK, Japan, USA and Germany

Source: ameinfo

►► Oman: the statistics

• GDP: US$27.3bn (2006) • Main imports: machinery, transport equipment, manufactured goods, food, livestock • Main exports: petroleum, liquefied natural gas (LNG), fish, metals and textiles • Main trade partners: China, UAE, Japan, Korea and Thailand

Source: ameinfo

Arabic language skills. The legal market is also less crowded compared to the UAE – there are only a handful of law firms with branches (see box, above). That presents a good chance for others looking to establish a base.

It’s a much less simple process in Kuwait. Like in its neighbour Saudi Asian Legal Business ISSUE 10.3

Profile ALB special report | Middle East 2010 >>

The Cristal Hotel

The Cristal Hotel, Abu Dhabi: One of the Gulf’s best kept secrets

I

n a city where five-star business hotels are a dime-a-dozen, it takes something special to stand out from the crowd and the Cristal Hotel does just that. From its luxuriously appointed and spacious 192 rooms and its consummate business facilities to its impeccable customer service standard, the Cristal Hotel caters to the business traveller’s every need, and more.

Five-star service From the moment one enters the hotel’s modern lobby, till the time of check out guests are guaranteed an experience that leaves the bigger hotel chains in their wake.

From service standards that can only be described as flawless to world-class rooms, dining, business and leisure facilities, Cristal Hotel is a must for business travellers to the Gulf.

It’s clear that all hotel family members (as the staff are referred to) from the bellboys and waiters through to the concierge and duty manager have been professionally trained in the fine art of customer service so much so that guests will barely have to lift a finger during their stay- exactly what you want if you’re a business traveller weary after a day of meetings.

The five-star experience continues to the rooms. The Cristal Hotel provides spacious and intelligently designed rooms, decked-out with the most modern amenities provide an environment where guests can recharge the batteries. Pocketed coil mattresses dressed with only the finest linen will take the weight of the world off your shoulders while you sleep, while modern bathrooms equipped with state-of-the-art fittings will invigorate and prepare you for the day ahead. Twentyfour hour room service- hard to find in most top-class hotels- is also one of the nicer touches at the Cristal Hotel- after all, it’s the

www.legalbusinessonline.com

little things that make the difference at the top end of the market.

Best for business For the more diligent guest, the rooms couldn't be more perfect for catching up on the day’s work. The rooms are each specifically designed with the modern business traveler in mind- each has a full length desk with IP telephony service.

The hotel’s conference and business facilities also merit special mention. The hotel boasts 7 serviced meeting rooms that all offer stunning views across the Abu Dhabi skyline. Fitted with the latest technology, such as tablet PCs, widescreen projectors and laptop computers, these facilities offer a unique plug and play function that is sorely missing from the meeting rooms of many five-star establishments. The business and conference facilities at the Cristal Hotel have taken every business travelers wish-list and made each a reality.

Five-star all round Of course, the rooms, service standards and amenities aren’t the only special experiences at the Cristal Hotel. One world-class restaurant and a lobby café cater to every taste and can satisfy even the most discerning palate. The Hotel also boasts one of the leading health and beauty facilities in Abu Dhabi. In addition to an indoor swimming pool, a multi-purpose gymnasium and sauna, the health club at the Cristal Hotel goes one step further offering ladies salon, a juice bar and massage and beauty rooms.

The Cristal Hotel may be a relative newcomer to the market (the hotel only opened in 2009) but the fact that it’s built on the solid foundations of timeless customer service and state-of-the-art facilities means that it’s a name that’s here to stay and a must-stay for business travelers to the Emirate.

59

A first of its kind destination for dispute resolution in the Middle East BCDR-AAA

T

his year, Bahrain has welcomed the Middle East’s newest arbitration centre as the Bahrain Chamber of Dispute Resolution – in partnership with the American Arbitration Association (AAA) – formerly opened its doors for business at its state-of-the-art facility in Manama. The Chamber, formally known as the BCDR-AAA, provides international, regional and local commercial and government users, contracting in the Gulf and beyond, with a purpose-built solution for the rapid, effective and certain resolution of commercial disputes.

Bahrain promises arbitration independence The BCDR-AAA is the first of its kind in the world to offer an arbitration “free zone” which guarantees that arbitral awards will not be subject to challenge by the national courts.

“The BCDR-AAA Board consulted with many of the world’s preeminent arbitration experts. We asked them simply: “What is the one thing that would get users, counsel and arbitrators most excited – what would make them stand up, take notice and be drawn to our Chamber?” Their replies were singular and emphatic: “if you would create a veritable arbitration ‘free zone’, this would accomplish all of the above – so we did…” said James MacPherson, CEO BCDR-AAA. The zone will increase investor confidence when having their case heard at the BCDRAAA. Unlike other such centres, the rules governing the Chamber are codified as part of the country’s domestic legislation. This means that awards made by arbitrators at the BCDR-

60

www.legalbusinessonline.com

William Slate, President & CEO of AAA with H.E. Sheikh Khaled bin Ali Al Khalifa, Bahrain’s Minister of Justice at the signing ceremony for the BCDR-AAA, Bahraini Embassy in London

AAA, when the parties agreed in writing to be bound by the outcome, will not be subject to challenge in Bahrain. This will overcome a problem that has plagued other centres internationally.

Under the new July 2009 statute entrenching the BCDR-AAA in Bahraini law, any court case related to arbitration will be heard by the High Court of Appeal, not the Court of First Instance. This engagement at the level of the High Court of Appeal guarantees the requisite expertise in the area of arbitration. Moreover, if the parties choose a foreign law to govern their dispute, the July 2009 statute allows them to opt out of any review of the arbitral tribunal‘s award by the Bahraini courts.

In another global first Bahrain, through its unique Alternative Dispute Resolution (ADR) legislation, also became the first country to introduce the concept of statutory arbitration.

Disputes involving international financial and commercial organisations licensed by Bahrain’s Central Bank where the disputed sum exceeds 500,000 Bahraini dinars (about US$1.3 million), will automatically be heard by the BCDR-AAA for final and binding resolution.

The birth of the BCDR-AAA The idea for the BCDR-AAA was conceived by policy makers in the Ministry of Justice and the Economic Development Board who determined, as part of the country’s Vision 2030, that a modern arbitration and mediation centre would boost Bahrain’s economic competitveness. Understanding that international arbitration is critical to attract and maintain international trade and investment, Bahrain’s policy makers also recognised that a

partnership with the world leaders in dispute resolution, the AAA, was essential.

Barry Leon, partner, Perley-Robertson Hill & McDougall in Canada said “The BCDR-AAA is lucky to have the Bahraini Minister of Justice as the motivating force, exercising leadership from the beginning. Most countries can only dream of the kind of support that Sheikh Khaled bin Ali Al Khalifa is offering to the centre – and perhaps without realising it, to international arbitration.”

Although supported by Bahrain’s government, the BCDR-AAA is resolutely independent. The July 2009 statute entrenching the BCDR-AAA in Bahraini law, and the Chamber’s own mission statement, guarantee that the Chamber is independent of government control. In addition, the membership on the Chamber’s board of the AAA’s two most senior leaders, William Slate, CEO and President and Richard Naimark, Senior Vice President, is another mark of the Chamber’s independence.

Ideal destination for disputes Bahrain has historically been a commercial centre and a hub for trade in the Gulf; it is currently a leader in traditional and Islamic finance; it has a professional and reliable justice system; it has a remarkable reputation for judicial independence and integrity; and it embraced international conventions on arbitration early on. Since 1988, Bahrain has been a party to the New York Convention in 1994 and it has adopted the UNICTRAL Model Law on International Commercial Arbitration.

Admittedly, the BCDR-AAA is the latest in a Asian Legal Business ISSUE 10.3

60

Profile

BCDR-AAA

H.E. Sheikha Haya bint Rashed Al Khalifa, Chair of the BCDR-AAA speaking at the launch in Bahrain

long line of arbitration centres that have been established in the Middle East, however, it is the only centre in the region to offer an arbitration “free zone” and statutory arbitration instantly marking it apart to international, regional and domestic businesses choosing Bahrain as their seat for arbitration.

Furthermore, what differentiates the BCDRAAA from its counterparts in the region is that it is home-grown whilst simultaneously conforming to international best practice standards. Half of the staff are Bahraini and both the Chamber’s registrars, Ahmed Husain and Ali Al Aradi are Bahrainis. At the same time, the Chamber’s partnership with the AAA uniquely provides users with the assurance of best practice, process and case management underpinned by a thorough understanding of the business culture of the region.

The arbitrators In international cases, the parties will have access to the AAA’s international roster of arbitrators which includes more than 600 neutrals. In selecting the chair of tribunal in cases where the parties have chosen to refer their disputes to the Chamber, the BCDR-AAA will receive input from the parties, who will be asked what particular skills they would like to see in the chair. The Chamber will provide the parties with a list of candidates possessing those qualities; each party will have a limited number of strikes; and whoever is left on the list will be the chair. The chair does not have to be on the roster of the AAA or of the BCDR-AAA. Moreover, in the coming months, the BCDRAAA will be increasing by more than two-fold its on-going investment in the development www.legalbusinessonline.com

and training of Bahraini lawyers in mediation and arbitration. It will also begin the process of reaching out to bankers, accountants, civil engineers and other professional sectors, to help develop sector specific arbitration expertise and, in the process, participation as potential arbitrators of tomorrow from amongst them.

Clive Hopewell, Middle East head at international law firm Charles Russell and chair of the British Bahrain Business Forum Lawyers’ Group said: “The move will present lawyers from UK and other non-Bahraini firms with rights of audience in Bahrain – something currently not provided for by the Bahraini courts.”

Access to the BCDR-AAA The BCDR-AAA is very easy to access, either through a future disputes clause in a contract or by submission of an existing dispute to mediation or arbitration under BCDR-AAA rules. Model clauses and filing forms are available on the BCDR-AAA website (www. bcdr-aaa.org). The BCDR-AAA encourages parties to contact them directly to discuss how best to proceed (and answer their process related questions).

Parties are encouraged to contact the BCDR-AAA early on for assistance in drafting a “future disputes” clause that addresses the parties’ specific needs for the contract in question. Further, if the contract already exists, parties can work with the BCDR-AAA to administer the arbitration (or mediation) clause – or even assist in bringing the parties to the table when there is no mention of ADR in the contract. It has post-contract dispute clauses for the latter situation.

For questions on the BCDR-AAA, please contact: James MacPherson, CEO on james@bcdr-aaa.org

For questions relating to arbitration, please contact: Ahmed Husain, Registrar on ahmed@bcdr-aaa.org

For questions relating to mediation, please contact: Ali Al Aradi, Registrar on alaradi@bcdr-aaa.org

61

ALB special report | Middle East 2010 >>

Arabia, foreign law firms must form an association with domestic firms in order to practice. But this has not diminished the hopes of some (see box, above), and has proven to be mutually beneficial for both domestic and international firms alike. For example, Kuwaiti firm Jamal & Jamal has a threefold network with firms in the Middle East: Bahraini firm Rashid Al-Jar and Associates and Qatari firm IOLC. For a firm like Salans, which formed a cooperation agreement with Jamal & Jamal, that certainly helps to kill two (in fact three) birds with one stone.

The governments of the smaller Gulf nations have been a key part of the source for legal work. Grainger says that even in the economic downturn, the Egyptian government ploughed on with its New Cairo Wastewater Treatment Plant public-private-partnership (PPP).

And in Oman, the government plans to invest over US$2bn in water projects.

Meanwhile, the Kuwaiti government announced last year a US$5.2bn stimulus package to boost bank lending.

One of those investment banks to receive the government assistance was Global Investment House, which earlier in 2009 had to restructure US$1.7bn in debts. Kuwaiti firm Al Sarraf & Al Ruwayeh (ASAR) advised the company from conducting due diligence to drafting financial documentation.

No shift

Alliances and formal agreements are expansion methods in lieu of forming physical presences on the ground.

Some firms in the region have found it sufficient to act on a fly-in-fly-out basis, focusing their Gulf practice on UAE. Grainger says that it is still an attractive destination for law firms.

“A lot of legal firms are still setting up their main offices in the UAE and using these offices to branch out into the other areas of the greater MENA region,” she says.

Agha & Shamsi co-founder Oliver Agha says that his firm is looking to branch outside of the UAE. “We are considering opening branch offices in some of these other MENA regions, or extending our network of affiliate offices with reputable locally established legal consultancies, as is appropriate,” he says. ALB 62

In-house spotlight

Business as usual: ALB speaks to Citi’s country legal counsel for the Middle East, Tarek Mogharbel

S

lashed budgets for external legal spend, shrinking legal departments and calls to handle more work in-house are pressures that are common to most, if not all inhouse lawyers across the region over the last 12 months. For corporate counsel in the Middle East however, these age-old issues have been exacerbated by the two themes somewhat unique to the region: the very real possibility of economic and regulatory uncertainty.

But as Citi’s country legal counsel for the United Arab Emirates, Tarek Mogharbel told ALB, while the last 18 months have presented a stern test to the region’s growing cache of in-house lawyers, they have also been some of the most exciting of their careers.

“We can see changes occurring before our eyes and mostly these are changes for the better,” he said. “In this regard, it has been a very exciting experience and many have been forced to ride a very steep learning curve.”

It has also been one of the busiest times, especially for those in the banking & finance industry, and Citi is no exception. The fact that the bank has one of the most diversified offerings of any international financial institutions in the Gulf has helped Mogharbel and his team work through the crisis.

“The UAE is big business for Citi and we have developed very quickly over the last few years,” he said.”

But Mogharbel does note that the complexion of the work being handled by his legal team has changed somewhat since the crisis hit the region.

“While it is business as usual for us, in a crisis you will always have an upturn in litigation and we are currently close to top of this cycle at the moment,” he said. “But the interesting thing to note is that the work generated by our business units plus the work that comes in on a transaction-to-transaction basis didn’t really slow down all that much either.”

In the Gulf, Mogharbel says that the bank usually looks to outsource most of its litigation and disputes work out to local law firms, while it may also look to engage outside counsel on other matters.

“Here in Dubai, we have an informal panel of about three of four local law firms.”

Mogharbel says that while recent moves to elucidate the UAE’s legal frameworks are undoubtedly a step in the right direction, there is still much more that needs to be done.

“The changes that have been happening are extremely positive, but in a short space of time one cannot expect to change everything,” he said. “The task for regulators at the moment is to focus on long-term legal development in parallel with shortterm crisis control. “ Meanwhile, the task for in-house lawyers, in his opinion, is to remain positive. “See the positive side in things, ride the ups and downs and learn from them,” he said. “The events here offer a once in a lifetime event for in-house lawyers and this is something that can’t be learned but has to be experienced.” ALB Asian Legal Business ISSUE 10.3

MARKET DATA| |M&A M&A>> >> market data

In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (Feb 01, 2010 - Feb 28, 2010) Announcement Date

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

22-Feb-10

WesTrac Holdings Pty Ltd

Advising seller: Clayton Utz

Seven Network Ltd

Freehills

Australian Capital Equity Pty Ltd

1,789

16-Feb-10

RBS Sempra Commodities LLP (European and Asian operations)

Advising seller: Linklaters; Simpson Thatcher & Bartlett; Sullivan & Cromwell

JPMorgan Chase & Co

Cleary Gottlieb Steen & Hamilton

RBS Sempra Commodities LLP

1,700

15-Feb-10

Jupiter Telecommunications Co Ltd (12.62% stake)

Mori Hamada & Matsumoto

Sumitomo Corporation

Morgan Lewis & Bockius; TMI Associates

21-Feb-10

Equipav SA Acucar e Alcool (50.79% stake)

Advising seller: Tozzini Freire Teixeira E Silva Advogados

Shree Renuka Sugars Ltd

Crawford Bayley & Company; Veirano Advogados

9-Feb-10

GS Mart (14 Discount Stores); and GS Square (3 Department Stores)

Advising seller: Kim & Chang

Lotte Shopping Company Ltd

25-Feb-10

Shell Electric Mfg (Holdings) Company Ltd (76.92% stake)

Mallesons Stephen Jaques

China Overseas Land and Investment Ltd

Paul Hastings Janofsky & Walker; Advising financial advisor: Skadden Arps Slate Meagher & Flom

24-Jan-10

Essar Telecom Infrastructure

Transcend Infrastructure Ltd

AZB & Partners

Essar Investments Limited; Essar Securities Ltd; and Essar Telecom Infrastructure Holding Overseas Ltd

432

12-Feb-10

Prudential Asset Management Co Ltd; and Prudential Investment & Securities Co Ltd

Hanwha Securities

Lee & Ko

Prudential Financial Inc

422

10-Jan-10

SS Pharmaceutical Co Ltd (39.8% stake)

Boehringer Ingelheim GmbH

Anderson Mori & Tomotsune

3-Jan-10

Mitsui Oil Exploration Co Ltd (12.85% stake)

Notes:

Abe, Ikubo & Katayama; Nishimura & Asahi

Seller Company

Deal Value (USDm)

1,356

Mitsui & Co Ltd

Equipav Group

1,184

GS Retail

1,145

495

367 Bank of Tokyo-Mitsubishi UFJ Ltd; Mitsui Chemicals Inc; Mizuho Corporate Bank Ltd; and Sumitomo Mitsui Banking Corporation

352

Top deals table includes lapsed and withdrawn bids, and is based on geography of either target, bidder or seller company being Asia-Pacific•Quarterly trend graph excludes lapsed and withdrawn bids, and is based on dominant geography of target only being Asia-Pacific•League tables are based on geography of either target, bidder or seller company being Asia-Pacific. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value • Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed•Q1 10* = 1 January 2010 to 28 February 2010

League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - Feb 28, 2010) Rank

House

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - Feb 28, 2010)

Value (USDm)

Deal Count

Rank

House

Value (USDm)

Deal Count

1

Baker & McKenzie

2,361

5

1

Barclays Capital

3,597

4

2

Slaughter and May

2,320

2

2

Goldman Sachs

3,423

5

3

O'Melveny & Myers

2,200

2

3

Nomura Holdings

2,864

2

4

Freehills

2,020

3

4

Standard Chartered

2,616

2

5

Haiwen & Partners

1,938

3

5

Credit Suisse

2,607

3

6=

Amarchand & Mangaldas & Suresh A Shroff & Co

1,840

1

6

Morgan Stanley

2,488

3

6=

Wadia Ghandy & Co

1,840

1

7

JPMorgan

2,296

3

8

Clayton Utz

1,810

3

8

Citigroup

2,148

3

9

Skadden Arps Slate Meagher & Flom

1,686

4

9

Rothschild

1,933

2

10

Linklaters

1,560

4

10

Bank of America Merrill Lynch

1,921

2

Asia-Pacific M&A Activity - Quarterly Trends 900

200,000 180,000

800

Value (USDm) Volume

140,000

700 600

120,000

500

100,000

400

80,000

300

60,000

200

40,000

100

20,000 0

64

Number of deals

Value (USDm)

160,000

Q1 03

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1* 10

0

Asian Legal Legal Business BusinessISSUE ISSUE10.3 10.2 Asian

MARKET marketDATA data| | M&A M&A >> >>

In association with

Notes:

League tables are based on geography of either target, bidder or seller company. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids.

League tables are ranked by value•Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - Feb 28, 2010) Rank

House

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - Feb 28, 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1

Slaughter and May

2,320

5

1

Morgan Stanley

House

2,488

3

2

Baker & McKenzie

2,205

2

2

China International Capital

1,795

4

3

O'Melveny & Myers

2,200

2

3=

Nomura Holdings

1,024

1

4

Haiwen & Partners

1,938

3

3=

The Anglo Chinese Group

1,024

1

5

Skadden Arps Slate Meagher & Flom

1,563

3

3=

UBS Investment Bank

1,024

1

6

Jones Day

1,097

1

6

Guotai Junan Capital

674

2

7

Linklaters

1,068

1

7

Ping An Securities Company

584

1

8

Mallesons Stephen Jaques

1,050

3

8

JPMorgan

495

1

9

AllBright Law Offices

1,038

4

9=

Asian Capital (Corporate Finance)

450

1

10=

JSM

1,024

4

9=

Goldman Sachs

450

1

10=

Lovells

1,024

4

9=

Somerley

450

1

10=

Richards Butler in association with Reed Smith

1,024

4

Based on geography of either target, bidder or seller company being China, Hong Kong, Macau or Taiwan

League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - Feb 28, 2010) Rank

House

League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - Feb 28, 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1

Mori Hamada & Matsumoto

7,209

5

1

House Nomura Holdings

6,871

13

2=

Latham & Watkins

4,014

1

2

JPMorgan

4,014

2

2=

Skadden Arps Slate Meagher & Flom

4,014

1

3

UBS Investment Bank

4,014

1

4

Shearman & Sterling

2,174

2

4

Goldman Sachs

3,738

4

5

Ropes & Gray

1,874

2

5

Bank of America Merrill Lynch

1,807

1

6

Gibson Dunn & Crutcher

1,807

1

6

KPMG

425

2

7

TMI Associates

1,391

2

7

Daiwa Securities Group

255

4

8

Morgan Lewis & Bockius

1,356

1

8

Mizuho Financial Group

234

3

9

Nishimura & Asahi

408

2

9

GCA Savvian

227

2

10=

Abe, Ikubo & Katayama

367

1

10

Citigroup

197

3

10=

Anderson Mori & Tomotsune

367

1

Based on geography of either target, bidder or seller company being Japan

League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - Feb 28, 2010) Rank

House

League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - Feb 28, 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1=

Amarchand & Mangaldas & Suresh A Shroff & Co

1,840

1

1

Barclays Capital

2,272

2

1=

Wadia Ghandy & Co

1,840

1

2=

Citigroup

1,840

1

3=

Crawford Bayley & Company

1,184

1

2=

Nomura Holdings

1,840

1

3=

Tozzini Freire Teixeira E Silva Advogados

1,184

1

2=

Rothschild

1,840

1

3=

Veirano Advogados

1,184

1

2=

Standard Chartered

1,840

1

6

AZB & Partners

908

5

6=

Banco Itau BBA

1,184

1

7=

Paul Weiss Rifkind Wharton & Garrison

200

1

6=

Motilal Oswal Investment Advisors

1,184

1

7=

Shearman & Sterling

200

1

6=

Santander Global Banking and Markets

1,184

1

9=

Richards Butler in association with Reed Smith

190

1

9

Goldman Sachs

300

1

9=

Tatva Legal

190

1

10=

Credit Suisse

200

1

10=

Jefferies & Company

200

1

10=

Religare Capital Markets

200

1

Based on geography of either target, bidder or seller company being India

League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2010 - Feb 28, 2010) Rank

House

House

League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - Feb 28, 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

1=

Amarchand & Mangaldas & Suresh A Shroff & Co

1,840

1

1

Standard Chartered

2,616

2

1=

Wadia Ghandy & Co

1,840

1

2

Credit Suisse

2,407

2

3

Allen & Gledhill

1,095

3

3

Citigroup

2,148

2

4

Makes & Partners

776

1

4=

Barclays Capital

1,840

1

5

WongPartnership

364

5

4=

Nomura Holdings

1,840

1

6

Rajah & Tann

308

1

4=

Rothschild

1,840

1

7

Linklaters

175

1

7

Bank of America Merrill Lynch

776

1

8

Stamford Law Corporation

92

2

8

Goldman Sachs

776

1

9

Baker & McKenzie

30

1

9

Kenanga Investment Bank

321

1

10

HSBC Bank

308

1

10=

Clifford Chance

-

1

10=

Hughes Hubbard & Reed

-

1

House

Based on geography of either target, bidder or seller company being Southeast Asia

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market data | capital markets >>

Equity Capital Markets TRANSACTIONS List

Asia, inc Japan, ex Australia & New Zealand Feb 7 - Mar 6 Issuer Proceeds Issue date (USDm) Hong Kong PB Issuer(No2)Ltd Ruinian International Ltd Town Health Intl Hldgs C Ltd Orange Sky Ent(Hldg)Ltd Vitar International Hldg Ltd Forefront Group Ltd Wah Nam Intl Hldgs Ltd India NTPC Ltd Hathway Cable & Datacom Pvt Man Infraconstruction Ltd Indonesia Bakrie Sumatera Plantations Cita Mineral Investindo Tbk PT Japan Senshu Ikeda Holdings Inc Kawasaki Kisen Kaisha Ltd Pioneer Corp Nippon Meat Packers Inc Nipro Corp Colowide Co Ltd Nippon Chemi-Con Corp Japan Logistics Fund Inc Temp Holdings Co Ltd Torishima Pump Mfg Co Ltd Foster Electric Co Ltd CellSeed Inc Anicom Holdings Inc Malaysia Malaysian Airline System Bhd JCY International Bhd Malaysian Resources Corp Bhd Singapore Healthway Med Corp Ltd Cogent Holdings Ltd South Korea Korea Life Insurance Co Ltd Bongshin GemVax & Kael Co Ltd Taiwan E-Ton Solar Tech Co Ltd

Currency

Bookrunner(s)

Sector

230.0 115.8 61.3 42.4 40.2 39.6 38.7

04/03/10 12/02/10 23/02/10 10/02/10 26/02/10 18/02/10 09/02/10

USD HKD HKD HKD HKD HKD HKD

HSBC Investment Bank Asia Ltd; Goldman Sachs (Asia) Hongkong and Shanghai Bkg (SG) Kingston Securities Limited BOC International (China) Ltd; Oriental Patron Asia Ltd United Simsen Securities Ltd Get Nice Investment Ltd Sun Hung Kai Investment Svcs

Financials Healthcare Healthcare Media and Entertainment Materials Financials Industrials

1,828.1 143.5 30.7

09/02/10 13/02/10 22/02/10

INR INR INR

Citi; JP Morgan; Kotak Mahindra Capital Co; ICICI Securities & Finance Co Morgan Stanley; UBS Investment Bank; Kotak Mahindra Capital Co IDFC-SSKI Ltd; Edelweiss Capital

Energy and Power Media and Entertainment Industrials

531.1 24.3

12/02/10 05/03/10

IDR IDR

Danatama Makmur Ficomindo Buana Registrar PT

Materials Materials

538.6 443.2 338.6 337.3 170.5 91.6 81.6 62.4 56.8 50.3 41.6 39.3 21.5

01/03/10 23/02/10 23/02/10 22/02/10 24/02/10 01/03/10 23/02/10 16/02/10 24/02/10 17/02/10 23/02/10 04/03/10 19/02/10

JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY

Mitsubishi UFJ Securities Co Mizuho Securities Co Ltd Deutsche Bank AG (London) Nikko Cordial Securities Inc Mizuho Intl, London-Zurich Nomura Securities Nikko Cordial Securities Inc Nikko Cordial Securities Inc; Nomura Securities Nikko Cordial Securities Inc Nomura Securities Mitsubishi UFJ Securities Co Nomura Securities Nomura Securities

Financials Industrials High Technology Consumer Staples Healthcare Retail High Technology Real Estate Consumer Products and Services Industrials High Technology Healthcare Consumer Products and Services

794.7 205.1 158.8

03/03/10 10/02/10 19/02/10

MYR MYR MYR

Maybank Investment Bank Bhd; CIMB Investment Bank Bhd; RHB CIMB Securities; UBS Ltd RHB Investment Bank Bhd; Maybank

Industrials High Technology Industrials

14.7 14.3

09/02/10 09/02/10

SGD SGD

HL Bank Kim Eng Corp Finance Pte Ltd UOB Kay Hian Private Ltd

Healthcare Industrials

1,566.8 26.1 21.7

05/03/10 03/03/10 16/02/10

KRW KRW KRW

Credit Suisse; Deutsche Bank Asia; JP Morgan Secs (Asia) (HK) Eugene Invest & Sec Co Ltd Eugene Invest & Sec Co Ltd

Financials Industrials High Technology

57.2

02/03/10

TWD

Cathay Securities Investment

High Technology

DEBT CAPITAL MARKETS TRANSACTIONS LIST

Asia, inc Japan, ex Australia & New Zealand Feb 7 - Mar 6 Issuer Proceeds Issue date (USDm)

66

Currency

Bookrunner(s)

Sector

Hong Kong HK Land Treasury Services The Link Finance (Cayman) 2009 India Power Grid Corp of India Ltd

64.4 38.6

17/02/10 04/03/10

HKD HKD

Hong Kong & Shanghai Bank (SG) Standard Chartered Bank (HK)

Financials Financials

441.7

25/02/10

INR

Energy and Power

West Bengal Financial Corp IRFC

434.8 416.0

18/02/10 15/02/10

INR INR

UCO Bank Novo IX Trust Chassis Power Finance Corp Ltd

172.6 169.7 155.7

24/02/10 15/02/10 03/03/10

INR INR INR

Axis Bank Ltd; AK Capital Services Ltd; Almondz Global Securities Ltd; Citibank NA (India); ICICI Sec Primary Dealership; HSBC India; ICICI Bank Ltd; Kotak Mahindra Finance Ltd; Enam Securities; LKP Shares & Securities Ltd; Trust Investment Advisors; Standard Chartered Bk (India); SBI Capital Markets Ltd SPA Merchant Bankers; Almondz Global Securities Ltd; AK Capital Services Ltd AK Capital Services Ltd; Almondz Global Securities Ltd; Axis Bank Ltd; HSBC India; ICICI Bank Ltd; ICICI Sec Primary Dealership; Kotak Mahindra Finance Ltd; SBI Capital Markets Ltd; Standard Chartered Bk (India); Trust Investment Advisors AK Capital Services Ltd; Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership Barclays Bank PLC SPA Merchant Bankers; Axis Bank Ltd; Almondz Global Securities Ltd; ICICI Sec Primary Dealership; AK Capital Services Ltd; LKP Shares & Securities Ltd; Kotak Mahindra Bank Ltd; Trust Investment Advisors; ICICI Bank Ltd; Deutsche Bank AG; Yes Bank Ltd; SBI Capital Markets Ltd; Darashaw & Co Ltd; Sec Trading Corp of India; Edelweiss Capital; RR Investors Cap Svcs Pvt Ltd; Real Growth Projects Ltd; HSBC India

Financials Financials

Financials Financials Financials

Indonesia Star Energy Geothermal Power Japan Nomura Holdings Inc HAROT 2010-1 Philippines ORIX Corp Resona Bank Ltd Japan Finance Corp Japan Housing Finance Agency JFE Holdings Inc KDDI Corp Metropolitan Expressway Co Ltd Urban Renaissance Agency

350.0

08/02/10

USD

Barclays Capital; Nomura Securities; Standard Chartered Bank PLC

Energy and Power

2,992.2 1,360.4 1,108.6 665.3 561.1 556.4 547.0 449.8 443.6 443.3 436.8

25/02/10 18/02/10 23/02/10 24/02/10 25/02/10 10/02/10 19/02/10 26/02/10 24/02/10 23/02/10 19/02/10

USD USD JPY JPY JPY JPY JPY JPY JPY JPY JPY

Nomura Holdings Inc RBS; Deutsche Bank Securities Corp Daiwa Sec Capital Markets; Mitsubishi UFJ Securities Co; Nomura Securities Daiwa Sec Capital Markets Nomura Securities Mitsubishi UFJ Securities Co Mitsubishi UFJ Securities Co Nikko Cordial Securities Inc; Mitsubishi UFJ Securities Co Mizuho Securities Co Ltd; Daiwa Sec Capital Markets Mizuho Securities Co Ltd Nomura Securities; Mizuho Securities Co Ltd

Financials Financials Government and Agencies Financials Financials Government and Agencies Government and Agencies Materials Telecommunications Government and Agencies Government and Agencies

Japan Housing Finance Agency KDDI Corp Mitsubishi UFJ Trust & Banking Fukuoka Prefecture SoftBank Corp Tokyo Electric Power Co Inc JFM West Nippon Expressway Co Ltd

399.4 388.1 332.7 332.3 332.3 280.4 278.3 277.8

09/02/10 24/02/10 24/02/10 05/03/10 05/03/10 24/02/10 09/02/10 10/02/10

JPY JPY JPY JPY JPY CHF JPY JPY

Nomura Securities; Mitsubishi UFJ Securities Co; Daiwa Sec Capital Markets Mitsubishi UFJ Securities Co; Mizuho Securities Co Ltd Mitsubishi UFJ Securities Co Mitsubishi UFJ Securities Co; Mizuho Securities Co Ltd Daiwa Sec Capital Markets BNP Paribas SA; Credit Suisse Mizuho Securities Co Ltd Mizuho Securities Co Ltd; Mitsubishi UFJ Securities Co

Government and Agencies Telecommunications Financials Government and Agencies High Technology Energy and Power Government and Agencies Industrials

Asian Legal Business ISSUE 10.3

market data | capital markets >>

KDDI Corp Mitsubishi UFJ Lease & Finance Nanto Bank Ltd

277.2 224.6 224.4

24/02/10 04/03/10 25/02/10

JPY JPY JPY

Daiwa Sec Capital Markets; Mizuho Securities Co Ltd Mitsubishi UFJ Securities Co Nomura Securities

Telecommunications Consumer Products and Services Financials

Fukuoka Prefecture ITOCHU Corp Kyushu Electric Power Co Inc Sumitomo Corp West Japan Railway Co Chubu Electric Power Co Inc 201002 Lease liquidation MMCA 2010-A Japan Housing Finance Agency Jaguar 2010 West Japan Railway Co Hiroshima Expressway Public Japan Housing Finance Agency Philippines ADB ADB Singapore Temasek Financial (I) Ltd Singapore Press Holdings Ltd Temasek Financial (I) Ltd Temasek Financial (I) Ltd South Korea Export-Import Bank of Korea KT Corp Hanjin Heavy Ind & Const Hldg

222.1 221.5 221.5 221.5 221.5 219.4 217.4 211.9 210.3 192.7 166.2 152.2 151.4

10/02/10 05/03/10 05/03/10 05/03/10 05/03/10 17/02/10 18/02/10 25/02/10 09/02/10 05/03/10 05/03/10 18/02/10 09/02/10

JPY JPY JPY JPY JPY JPY JPY USD JPY JPY JPY JPY JPY

Mitsubishi UFJ Securities Co; Credit Suisse Securities(JP); Deutsche Securities Inc Nikko Cordial Securities Inc Mizuho Securities Co Ltd Nikko Cordial Securities Inc Mitsubishi UFJ Securities Co; Nomura Securities Mitsubishi UFJ Securities Co Shinsei Securities Barclays Capital Nomura Securities; Mitsubishi UFJ Securities Co; Daiwa Sec Capital Markets Deutsche Securities Inc; Mitsubishi UFJ Securities Co Mitsubishi UFJ Securities Co; Daiwa Sec Capital Markets Mitsubishi UFJ Securities Co; Nomura Securities Nomura Securities; Mitsubishi UFJ Securities Co; Daiwa Sec Capital Markets

Government and Agencies Consumer Products and Services Energy and Power Industrials Industrials Energy and Power Financials Financials Government and Agencies Financials Industrials Government and Agencies Government and Agencies

529.6 238.4

25/02/10 25/02/10

AUD ZAR

RBC Capital Markets; UBS Investment Bank Daiwa Securities SMBC Europe

Government and Agencies Government and Agencies

702.2 425.7 354.7 354.7

08/02/10 22/02/10 24/02/10 24/02/10

SGD SGD SGD SGD

DBS Bank Ltd; Standard Chartered Bank (SG); ANZ Singapore; Hong Kong & Shanghai Bank (SG) Oversea-Chinese Banking Hong Kong & Shanghai Bank (SG); Standard Chartered Bank (SG); ANZ Singapore; DBS Bank Ltd DBS Bank Ltd; Hong Kong & Shanghai Bank (SG); ANZ Singapore; Standard Chartered Bank (SG)

Financials Media and Entertainment Financials Financials

994.7 519.0 243.3

02/03/10 09/02/10 12/02/10

USD KRW KRW

Financials Telecommunications Industrials

241.6 222.0 200.2 192.5 175.0 174.3 173.2 172.0 170.8 170.8 132.0 129.0 112.5 111.8 105.6 105.0 104.6 101.1 87.5 87.5 87.2 86.8 86.8 86.3

26/02/10 08/02/10 11/02/10 17/02/10 04/03/10 11/02/10 23/02/10 25/02/10 08/02/10 08/02/10 05/03/10 25/02/10 19/02/10 25/02/10 05/03/10 04/03/10 18/02/10 16/02/10 04/03/10 05/03/10 18/02/10 19/02/10 19/02/10 26/02/10

KRW KRW BRL KRW KRW KRW KRW KRW KRW KRW KRW KRW JPY KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW

86.1 86.0 86.0 78.5 67.7 64.1 60.3 60.2 60.2 58.9 52.8 52.1 52.0 50.4 48.4 43.8 43.6 43.6 43.4 43.4 43.2 43.1 43.0 42.7 35.0 35.0 34.8 34.8 34.8 34.6 34.6 34.5 34.5 34.5 34.2 32.7

11/02/10 25/02/10 25/02/10 18/02/10 24/02/10 26/02/10 11/02/10 23/02/10 25/02/10 09/02/10 05/03/10 19/02/10 23/02/10 02/03/10 05/03/10 04/03/10 18/02/10 22/02/10 19/02/10 19/02/10 26/02/10 11/02/10 25/02/10 08/02/10 17/02/10 04/03/10 22/02/10 02/03/10 02/03/10 09/02/10 23/02/10 26/02/10 26/02/10 26/02/10 08/02/10 02/03/10

KRW KRW KRW KRW MYR SGD KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW

Deutsche Bank Securities Corp; ;HSBC Holdings PLC; JP Morgan; RBS; UBS Investment Bank Woori Invest & Sec Co Ltd; KB Invest & Sec; Daewoo Securities Co Ltd Meritz Securities Co Ltd; Korea Development Bank; Korea Investment & Securities; SC Securities Korea Ltd; KB Invest & Sec; Woori Invest & Sec Co Ltd; KTB Securities Co Ltd Kiwoom Securities Co Korea Development Bank; Tong Yang Securities Morgan Stanley Korea Investment & Securities; Korea Development Bank; Tong Yang Securities Woori Invest & Sec Co Ltd Kiwoom Securities Co SK Securities HI Investment & Securities Co Kiwoom Securities Co; Shinyoung Securities Co, Ltd Daewoo Securities Co Ltd Woori Invest & Sec Co Ltd; Samsung Securities; Shinhan Investment Bank SK Securities Citi Tong Yang Securities Woori Invest & Sec Co Ltd E Trade Korea Co Ltd Tong Yang Securities Kiwoom Securities Co Woori Invest & Sec Co Ltd KB Invest & Sec Shinhan Investment Bank; Daewoo Securities Co Ltd; SC Securities Korea Ltd Woori Invest & Sec Co Ltd Tong Yang Securities KB Invest & Sec; Dongbu Securities; Tong Yang Securities; Samsung Securities; Woori Invest & Sec Co Ltd; SC Securities Korea Ltd Tong Yang Securities Korea Investment & Securities Tong Yang Securities Hyundai Securities Co Ltd RHB Investment Bank Bhd DBS Bank Ltd NH Investment & Sec Co Ltd NH Investment & Sec Co Ltd Hyundai Securities Co Ltd Hana Daetoo Securities Co Ltd Korea Investment & Securities SC Securities Korea Ltd; SK Securities Woori Invest & Sec Co Ltd Kiwoom Securities Co Daewoo Securities Co Ltd Samsung Securities Shinhan Investment Bank Tong Yang Securities KTB Securities Co Ltd Samsung Securities Tong Yang Securities Korea Development Bank SK Securities Dongbu Securities NH Investment & Sec Co Ltd Tong Yang Securities KB Invest & Sec Dongbu Securities Bookook Securities Co Ltd Korea Investment & Securities Kumho Investment Bank KB Invest & Sec Tong Yang Securities Hyundai Securities Co Ltd SC Securities Korea Ltd Tong Yang Securities

Materials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Industrials Financials Financials Financials Financials High Technology Financials Financials Financials Financials Financials Financials Financials Financials Consumer Products and Services Financials Industrials Energy and Power Industrials Financials Financials Financials

66.2 15.6

01/03/10 22/02/10

TWD TWD

Standard Chartered (Taiwan) Standard Chartered (Taiwan)

Financials Financials

301.4 200.1 120.7 91.7

18/02/10 17/02/10 09/02/10 02/03/10

THB THB THB THB

Kasikornbank PCL; Bank of Ayudhya Plc; Bangkok Bank; Krung Thai Bank; Siam Commercial Bank PLC Siam Commercial Bank PLC Hongkong & Shanghai Banking Siam Commercial Bank PLC

Materials Energy and Power High Technology Real Estate

Hana Bank Hyundai Merchant Marine Co Ltd Export-Import Bank of Korea Hanjin Shipping Hldg Co Ltd LG Display Co Ltd Hana Bank Shinhan Financial Group Ltd Hanwha Chemical Corp Hyundai Dvlp Co Engineering Korea Securities Finance Corp Hyosung Corp Mirae Asset Capital Co Ltd Korea Water Resources Corp Kolon Engineering & Constr Co Korea Securities Finance Corp LS Industrial Systems Co Ltd Kowepo(KEPCO/South Korea) Hana Bank LG Telecom Co Ltd Halla Engineering & Constr SK E&S Co Ltd Hana Bank Hanshin Engineering & Constr Hite Holdings Co Ltd Hanwha Corp Busan Bank Hyosung Capital Co Ltd Hyundai Capital Services Inc Export-Import Bank of Korea Hyundai Capital Services Inc Hana Bank Shinhan Card Kyongnam Bank Daegu Bank Ltd Lotte Card Co Ltd Shinhan Card Hana Bank Hana Bank Doosan Capital Co Ltd Fine Partners Corp Hana Bank Woori F&I Co Ltd Lotte Capital Co Ltd SK C&C Co Ltd Aju Capital Co Ltd Lotte Capital Co Ltd IBK Capital Lotte Card Co Ltd Shinhan Card Lotte Capital Co Ltd KDB Capital Corp Hyundai Card Co Ltd LG International Corp IBK Capital Doosan Capital Co Ltd Daesung Corp Hanwha L & C Corp KT Capital Corp Shinhan Capital Co Ltd CNH Auto Taiwan Ta Chong Bank Ltd Ta Chong Bank Ltd Thailand Siam Cement PCL PTT PCL Ek-Chai Distribution Systems Land & Houses PCL

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Financials Industrials Financials Financials High Technology Financials Financials Materials Industrials Financials Consumer Staples Financials Energy and Power Industrials Financials Industrials Energy and Power Financials Telecommunications Industrials Energy and Power Financials Industrials Consumer Staples

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