EDITORial >>
A sense of purpose
T
he latest trans-Atlantic merger talks are between Hammonds – the law firm that is counsel of choice to most English Premier League football teams — and Cleveland-based Squire Sanders. The law firms, who are still to formally approve the union, are the fifth UK-US pairing of the last 18 months. Of the other four, two have been successful and two have not. Hogan & Hartson and Lovells took the plunge in May, and Sonnenschein Nath & Rosenthal and Denton Wilde Sapte will do the same within the next few weeks. Meanwhile, Mayer Brown JSM and Simmons & Simmons ended their rather bizarre talks prematurely, and SJ Berwin’s aggressive search for an American other-half has now shifted to Proskauer Rose, after Orrick’s very public rebuke. Why all these firms seek a trans-Atlantic merger is clear enough: in an environment where incremental organic growth is hard to come by and being a truly top-tier international law firm is all about scale, mergers of this kind are often the best option. How they will pull it off is a less easy question to answer. What will provide the drive and the sense of purpose and unity once the merger agreements are signed, the logos are redesigned and the new name cards are printed? When the spin created by the firms has gone stale, how will these unmistakeably mid-tier international firms challenge the hegemony of the Magic Circle and White Shoe firms with whom they must compete on the international stage? The answer goes beyond the touchy-feely issues of ‘cultural fit’ and gets right down to finances. According to one managing partner that ALB spoke to, for mergers of such a scale to work law firms must combine their finances, just as they are combining their talent, resources and clients. Keeping profit centres separate inhibits their ability to share information, knowledge and clients; in essence, it stifles the creation of a sense of purpose. The true measure of the success of a mega-merger is perhaps not just by how much a firm’s PEP or global revenue increases, but how much revenue flows between each of the former firms. It will be interesting to see how many trans-Atlantic couples can score highly in this regard over the next year or two.
IN THE FIRST PERSON “In the 1990s there were a number of investments by Asian companies and governments in Russia but the legal frameworks to support these were not in place” Maxim Alekseyev, Alrud (p9)
“Those law firms who invest time in building a relationship with us – who’ll pick up the phone, rather than email, and ask how things are going even when there is no transaction in sight – will get repeat work. It’s as simple as that” General counsel (p52)
“The passing of the REIT law was an extremely positive and welcome development for the Philippine economy, the capital markets and the real estate sector” Ricardo Castro, Quisumbing Torres (p57)
What will provide the drive and the sense of purpose and unity once the merger agreements are signed, the logos are redesigned and the new name cards are printed?
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| deals>> CONTENTS News >>
contents 30 cover story ALB Hot 100 In the seventh annual Hot 100, ALB looks at the personalities that have defined the last 12 tumultuous months and are likely to define the next (hopefully less tumultuous) 12 months, in the region’s legal services industry
8
NEWS ANALYSIS
FEATURES
Regulars
8 The Russian bear’s bull run into Asia Russia’s economic rise presents a unique opportunity for law firms in Asia, but are they positioned to capitalise on the Bear’s bull run in the post Rusal IPO era?
44 Asia’s Leading M&A Firms The all-important rankings of firms around the region according to what in-house lawyers say about their M&A practices. PLUS With GCs becoming more involved in ‘project managing’ M&A, ALB looks at what law firms must do to help ease their burden
4 DEALS
10 PE in Asia: record breaking first half According to the latest statistics, private equity in Asia has had its strongest first half for more than five years 11 Restricted practice: restrictive covenants post-Deacons and White & Case Lawyers must be allowed to switch firms and advance their careers, however they see fit. But in doing so they should ensure they clear the many ethical and legal hurdles that now face them. Just ask Deacons and White & Case
54 ALB Special Report: Philippines 2010 A new pro-growth government coupled with a capital market in overdrive and a potential REIT boom is just cause for optimism in the Philippines legal market 58 ALB In-house Perspective Aboitiz Equity Ventures’ vice president for commercial & legal, Joseph Gonzales, speaks about the challenge of building an in-house legal function at the rapidly-growing Filipino conglomerate
Country editors The Regional Updates section of ALB is sponsored by the following firms:
14 NEWS • King & Spalding opens in Singapore with Shearman partner • Hogan Lovells announces Ulaanbaatar undertaking • India’s Kochhar seals tri-partite Gulf alliance • Vietnam passes new laws to stem court disputes • New SIM VSE board has green lawyers happy • UK firm Taylor Vinters ties up with Singapore’s Keystone • PRC firms enjoy the tide of RMB PE funds • Gall & Lane becomes Gall • CC’s Denis Brock defects to Mallesons
Practice area and industry editors
The Industry Updates section is sponsored by the following firms:
China
Vietnam
Intellectual property / Energy & resources
Paul, Weiss, Rifkind, Wharton & Garrison LLP is a globally oriented, full-service law firm employing over 500 lawyers worldwide. Paul Weiss is headquartered in New York and has offices in Hong Kong, Beijing, London, Tokyo and Washington, D.C.
Indochine Counsel is a commercial law firm focusing on business law practice in the Indochina region. Our areas of practice include: Foreign Investment, Corporate & Commercial, M&A, Securities & Capital Markets, Banking & Finance, Property & Construction, Taxation, Intellectual Property, Information Technology & Internet, International Trade, Outward Investment & Offshore Incorporation, and Dispute Resolution.
ATMD Bird & Bird is a dynamic and progressive firm with an established IP, corporate & commercial, competition and dispute resolution practice. The firm also has extensive regional experience advising both domestic and foreign clients on cross-border transactions. ATMD Bird & Bird has been voted Singapore’s Intellectual Property Firm of the Year at the 2005 and 2006 ALB Awards and the 2005 AsiaLaw (IP) Awards.
Philippines Founded in 1945, SyCip Salazar Hernandez & Gatmaitan is one of the most-established law firms, and the largest, in the Philippines. Principally based in Makati City, the country’s financial and business centre, the firm also has offices in Cebu City, Davao City and the Subic Bay Freeport. SyCip’s practice covers all fields of law and the broad range of the firm’s expertise is reflected in its client base, which includes top local and foreign corporations, international organisations and governments. SyCip combines the traditions of professional integrity and excellence with a time-tested ability to break new ground.
Singapore Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. With the support of a comprehensive network of correspondent law firms, the firm serves its clients in their regional needs. Loo & Partners has been regularly noted for its IPO, M&A and general corporate work.
2
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.
Indonesia Bastaman Enrico is an Indonesian law firm comprising a team of prominent and dedicated professionals who are recognized for their knowledge and experience in handling many notable and high profile transactions in Indonesia. The firm’s specialisations include corporate/ commercial law, mergers & acquisitions, energy & natural resources, plantations and telecommunications law.
Malaysia tax Azmi & Associates is reputably known as one of Malaysia’s leading firms in the areas of Mergers & Acquisitions, Capital & Debt Market, Corporate & Commercial, Energy & Utilities, Restructuring, Projects, Construction, Privatisation and Financing, Litigation and Arbitration and is also rapidly building its reputations in the areas of Intellectual Property and information technology.
Doing business in Malaysia Naqiz & Partners is a Malaysian law firm with specialised practice areas including Corporate & Commercial, IT/ IP, Islamic Finance and Capital Markets. The firm has consistently been ranked as a “recommended law firm in Malaysia” by prestigious international publications based on its track record of representing local and foreign clients in notable transactions.
Asian Legal Business ISSUE 10.9
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44 16 UK Report 18 US Report 60 M&A deal update 62 Capital markets deal update INDUSTRY UPDATES 14 Islamic Finance Mohamed Ridza & Co 15 Intellectual Property ATMD Bird & Bird 22 Doing business in Malaysia Naqiz & Partners
54 26 REGIONAL UPDATES • China Paul Weiss • Singapore Loo & Partners • Philippines Sycip Salazar Hernandez & Gatmaitan • Vietnam Indochine Counsel • Malaysia Wong & Partners • Indonesia Bastaman Enrico
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NEWS | deals >>
deals in brief | Korea/US/Europe | ►► Korea Housing Finance Corporation corporate bonds issuance Value: US$500m Firm: Sidley Austin Lead lawyers: Michael Durrer, Partha Pal Client: Korea Housing Finance Corporation Firm: Ashurst Lead lawyer: Peter Kwon Client: Korea Housing Finance Corporation • KHFC’s inaugural issue of covered bonds; closed on 15 July 2010 • Transaction is the first statutory covered bond issue in Asia and was significantly oversubscribed by an international investor based in the US, Asia and Europe
4
| Korea/China | ►► Hanwha Chemical– Solarfun strategic investment Value: US$370m Firm: Shearman & Sterling Client: Solarfun Firm: O’Melveny & Myers Lead lawyers: Doug Freeman, Steven Tonsfeldt Client: Special Committee
Daniel Kim Paul Hastings
Firm: Maples and Calder Client: Special Committee Firm: Paul Hastings Lead lawyers: Daniel Kim, Jeff Hartlin Client: Hanwha
• KHFC is a Korean state-owned entity whose public policy function is to promote home ownership among low- and middle-income persons in Korea
Firm: Shin & Kim Client: Hanwha
“International financial institutions are looking for innovative ways to stimulate investor appetite in debt products and this landmark issue certainly achieves that. The considerable global demand for this bond is a credit to the robust structure of the transaction as well as a strong indication of Korea’s emergence as a major player in the international debt capital markets” Peter Kwon, Ashurst
Firm: DLA Piper Lead lawyer: Gene Buttrill Client: Solarfun Power Holdings
Firm: Walkers Client: Hanwha
• Gives Hanwha Chemical 49.99% stake in Solarfun • Includes the issuance of approximately US$78m of newly issued shares by the company as well as the exit sale by Solarfun’s two largest shareholders • HCC is an affiliate of Hanwha Group, one of Korea's 10 largest conglomerates
| UK/Singapore | ►► Temasek Holdings MediumTerm Notes Offering Value: US$1.09bn Firm: Davis Polk & Wardwell Lead lawyers: William Barron, James Lin Client: Joint lead managers
Firm: Latham & Watkins Client: Issuer Firm: Allen & Gledhill Client: Issuer
| Japan/Singapore | ►► Sumitomo Mitsui Banking Corporation senior bond offer Value: US$2bn
• Notes issue is part of Temasek’s US$10bn medium-term notes program • Temasek will issue two lots of notes: US$313m guaranteed bonds due 2022 and US$782.4m guaranteed bonds due 2040 • Temasek owns a diversified US$137bn portfolio as of March 31, 2010, concentrated principally in Singapore and in Asia. Its investments include substantial interest in Singtel, Singapore Airlines, Singapore Power, PSA International, Singapore Technologies, DBS Group
Firm: Davis Polk & Wardwell Lead lawyer: Theodore Paradise Client: Issuer Firm: Simpson Thacher Lead lawyer: Alan Cannon Client: Underwriters Firm: Nagashima Ohno & Tsunematsu Lead lawyer: Fumihide Sugimoto Client: Issuer
Alan Cannon Simpson Thacher
Asian Legal Business ISSUE 10.9
NEWS | deals >>
• Singapore offering of senior bonds by Japan's second-largest bank • SMBC, the major operating subsidiary of public financial holding company Sumitomo Mitsui Financial Group (SMFG), is one of the world's largest commercial banks – holding around US$1.3trn in non-consolidated total assets
►► your month at a glance Firm
Allen & Gledhill
Jurisdiction
Deal name
Value Deal type (US$m)
Singapore
CDLHT MTN medium term note program
Singapore
Tuas Power Generation–BG Singapore Gas Marketing sales agreements
3,660 Energy & resources 1,090 Debt
733 Debt
UK/Singapore
Temasek Holdings medium-term notes offering
Singapore/Malaysia
Kirin–Fraser & Neave acquisition
987 M&A
Singapore
PSA International notes issue
500 Debt
China Merchants Pacific (Shenzhen)–Zhejiang Wenzhou Yongtaiwen Expressway majority interest acquisition
| Singapore/Hong Kong | ►► CVC Asia, SCPEL–Acumen Global Technologies acquisition
Allen & Overy
Thailand/Europe
Thai Union Frozen–MWBrands acquisition
Anderson Mori & Tomotsune
Japan
Inpex Corporation global share offering
ARA Law
India/Switzerland
Prem Durai Holdings–Switcher Holdings acquisition
n/a M&A
Ashurst
Korea/US/Europe
Korea Housing Finance Corporation corporate bonds issuance
500 Debt
Amarchand & Mangaldas
India/US
ICICI Bank bond offering
500 Debt
India
Jet Airways vessel refinancing
n/a Asset finance
India
IFC loan agreement
n/a Project finance
India
Quantum–Yatish Trading Company share purchase
n/a
199 M&A
Value: n/a Firm: Clifford Chance Lead lawyer: Andrew Whan Client: CVC Asia Firm: Paul Hastings Lead lawyer: Robert Miller Client: Acumen Firm: Linklaters Client: Funding banks
AZB & Partners
• Businesses acquired will be consolidated into new brand named Infastech, and will start trading as new entity with its headquarters in Singapore • Infastech is headquartered in Singapore with 1,800 employees, operating facilities in 16 locations worldwide
►► Thai Union Frozen– MWBrands acquisition Value: US$903m
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M&A, capital markets
India
NTT Data Corporation–Inteligroup acquisition
India
Macquarie SBI Infrastructure Fund–Tata Teleservices stake purchase
316 M&A
India/US
American Tower Corporation–Essar Telecom Infrastructure acquisition
450 M&A/TMT
India
Qualcomm Incorporated revolving credit facility
Multi
AECOM–Davis Langdon acquisition
324 M&A
Baker & McKenzie.Wong & Leow
Singapore/Malaysia
Kirin–Fraser & Neave acquisition
987 M&A
Chandler Thong Ek
Laos/Thailand/HK
Hongsa Thermal Power Plant financing
India/US
ICICI Bank bond offering
Hong Kong/US
Noble Group senior note offering
750 Debt
China/Singapore
China Agri-Industries bonds issuance and share placement
499 Debt 156 Equity market
Clifford Chance
Commerce & Finance Conyers Dill & Pearman
1,000 Banking & finance
2,700 Project finance 500 Debt
China/Hong Kong
Real Gold Mining top up placement
Singapore/Hong Kong
CVC Asia, SCPEL–Acumen Global Technologies acquisition
n/a M&A
Thailand/Europe
Thai Union Frozen–MWBrands acquisition
903 M&A
Malaysia/UK/Japan
Nomura sukuk Trust Certificates due 2012
100 Islamic finance
China/Singapore
China Agri-Industries bonds issuance and share placement
499 Debt
China/US
Shimao Property Holdings high-yield note offering
500 Debt
China/Hong Kong
China ITS Hong Kong IPO
109 Equity
China/Hong Kong
China ITS Hong Kong IPO
109 Equity
China/US
Synutra SEC-registered offering
Japan/Singapore
Sumitomo Mitsui Banking Corporation senior bond offer
2,000 Debt 1,090 Debt
n/a Equity
UK/Singapore
Temasek Holdings medium-term notes offering
Thailand/US
Fabrinet IPO
Hong Kong/US
Noble Group senior note offering
750 Debt
India/US
ICICI Bank bond offering
500 Debt
China/US
Shimao Property Holdings high-yield note offering
500 Debt
Deheng
China/US
Synutra SEC-registered offering
DLA Piper
UK/HK
EDF electricity distribution assets purchase
Duebound Law Offices
China/Hong Kong
BBMG–Hebei Taihang Cement merger
666 M&A
Haiwen & Partners
China/Hong Kong
BBMG–Hebei Taihang Cement merger
666 M&A
Hatim S. Z’ubi & Partners
India/US
ICICI Bank Bond offering
500 Debt
Harney Westwood & Riegels
China/Singapore
China Agri-Industries bonds issuance and share placement
499 Debt
Indonesia
Kangean Energy Indonesia 10-year charter contract
UK/HK
EDF electricity distribution assets purchase
9,040 M&A
Hogan Lovells
Qatar
Qatar Diar Finance
3,200 Project finance
Jingtian & Gongcheng
China/Hong Kong
Sino-Ocean Land convertible securities offering
900 Debt
Jun He
China/Hong Kong
China ITS Hong Kong IPO
109 Equity
Juris Corp
India
Reliance Industries, Infotel Broadband Services acquisition of Indian state-owned broadband assets
500 M&A
Kejie Law Office
China/Hong Kong
Sino-Ocean Land convertible securities offering
900 Debt
Khaitan & Co
India
Reliance Industries, Infotel Broadband Services acquisition of Indian state-owned broadband assets
500 M&A
Davis Polk
Herbert Smith
| Thailand/Europe |
5,400 Equity
Baker & McKenzie
Robert Miller Paul Hastings
• Acumen Global Technologies – one of the world’s largest producers of engineered mechanical fasteners – has Andrew Whan Clifford Chance sold its Avdel and Global Electronics & Commercial businesses to CVC Asia Pacific and Standard Chartered Private Equity (SCPEL)
903 M&A
85 Equity
n/a Equity 9,040 M&A/energy & resources
875 Project finance
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NEWS | deals >>
Firm: Clifford Chance Lead lawyer: Kathy Honeywood Client: Thai Union Frozen Firm: Allen & Overy Lead lawyers: Greg Brown, Sanjeev Dhuna, Adrian Mellor, Nicholas Steichen Client: underwriters Firm: Latham & Watkins Lead lawyers: Thomas Forschbach Client: MWBrands • Thailand’s largest canned food processor TUF acquires French MWBrands, to form one of the world’s largest canned tuna companies • MWBrands has one of the largest portfolios of tuna products in the world, including Petit Navire and Mareblu • TUF will pay a multiple of 8.2 times MW’s 2010 earnings before interest, tax, depreciation and amortisation – a relatively high price reflecting rising interest from Asian investors in European assets
“We’ve seen increasing interest from Asian investors in acquiring assets in Europe” Greg Brown, Allen & Overy
| Singapore/Malaysia | ►► Kirin–Fraser & Neave acquisition Value: US$987 Firm: Baker & McKenzie.Wong & Leow Lead lawyer: Ai Ai Wong Client: acquirer Firm: Allen & Gledhill Lead lawyers: Lim Mei, Lee Kee Yeng Client: target
6
• Kirin will fund transaction through existing cash on hand and borrowings
| India | ►► Reliance Industries, Infotel Broadband Services acquisition of Indian state-owned broadband assets Value: US$500m Firm: Khaitan & Co Lead lawyer: Shishir Mehta Client: acquirers Firm: Linklaters Lead lawyer: Phillip Badge Client: Lenders Firm: Juris Corp Lead lawyer: Sonali Sharma Client: Funding bank • Funding deal is part of the highprofile auction of India's stateowned 3G and BWA spectrums, valued at approximately US$2.85bn • Transaction involved US$500m in external commercial borrowings (ECB) – a part of the financing required to fund the recently acquired pan-Indian Broadband Wireless Access (BWA) spectrum
• Seoul-based Honam Petrochemical Corp acquires a controlling stake in Malaysia’s largest petrochemical Daniel Tehyok Yi Yulchon maker – Titan Chemicals Corp – one of Korea’s biggest M&A deals this year and the biggest Korean outbound M&A deal of 2010 • The 72% acquisition of Kuala Lumpur-based Titan is Honam’s first overseas venture and will make it Asia’s second largest petrochemical maker, after Taiwan’s Formosa Petrochemical • Yulchon was selected to be Honam’s main outside counsel through a competitive request for proposal (RFP) bidding process
“Honam’s rapid and decisive decisionmaking process, very unusual for a listed company, was vital for making this deal possible” Tehyok Daniel Yi, Yulchon
| Japan | ►► Panasonic Corporation– Sanyo Electric Co acquisition Value: US$4.9bn Firm: Mori Hamada & Matsumoto Lead lawyers: Satoshi Kawai, Katsumasa Suzuki Client: target • Panasonic Corporation (“Panasonic”) announced a tender offer for Sanyo’s shares on 29 July 2010; aims to acquire 100% of Sanyo shares via tender offer for management integration • Mori Hamada & Matsumoto advising SANYO Electric Co (“Sanyo”) on offer
| Japan | ►► Inpex Corporation global share offering Value: US$5.94bn Firm: Simpson Thacher & Bartlett Lead lawyers: Alan Cannon, Matthew Crosby, Ikuko Horikawa Client: underwriters Firm: Sullivan & Cromwell LLP Lead lawyer: Izumi Akai Client: issuer Firm: Mori Hamada & Matsumoto
• Acquisition completed in July after a successful bid at telecoms asset auction held by Indian Government
| Korea/Malaysia | ►► Honam Petrochemical Corp/Titan Chemicals acquisition Value: US$1.27bn Firm: Yulchon Lead lawyers: Hee Woong Yoon, Tehyok Daniel Yi Client: acquirer
• Acquisition marks Kirin's first major investment in Singapore • Kirin signed share purchase agreement with Seletar
Investments (wholly-owned subsidiary of Temasek) completing the acquisition of Temasek's entire stake of 205m shares (approximately 14.7% total shares outstanding) in Fraser and Neave, on 29 July 2010
Ai Ai Wong Baker & McKenzie
Firm: Zaid Ibrahim & Co Lead lawyer: Lynette Yeow Client: target
Asian Legal Business ISSUE 10.9
NEWS | deals >>
Lead lawyer: Toru Ishiguro Client: issuer Firm: Anderson Mori & Tomotsune Lead lawyer: Akiko Kimura Client: underwriters • Global offering of 1,216,000 shares of common stock raised gross proceeds of ¥507bn (US$5.94bn) • Leading upstream oil and gas company in Japan, expects to use proceeds together with cash on hand, future cash flows from operations and prospective debt financing arrangements on three overseas projects: Ichthys LNG Project, Abadi LNG Project in Timor Sea off Indonesia, and Kashagan Project in Kazakhstan • Offering was conducted pursuant to Rule 144A and Regulation S • Shares are listed on the First Section of Tokyo Stock Exchange
| Japan |
►► your month at a glance (CONT) Korea
Pyeongtaek financing
464 Project finance
Korea
K Freesia asset finance
133 Asset finance
Korea
KB Investment–WiBro Infra investment
UK/Singapore
Temasek Holdings medium-term notes offering
Thailand/Europe
Thai Union Frozen–MWBrands acquisition
Laos/Thailand/HK
Hongsa Thermal Power Plant financing
2,700 Project finance
Qatar
Qatar Diar finance
3,200 Project finance
China/Hong Kong
Sino-Ocean Land convertible securities offering
900 Debt
China/Singapore
China Agri-Industries bonds issuance and share placement
499 Debt
Singapore/Hong Kong
CVC Asia, SCPEL–Acumen Global Technologies acquisition
n/a M&A
India
Reliance Industries, Infotel Broadband Services acquisition of Indian state-owned broadband assets
500 M&A
China/Hong Kong
HSBC–CC Land Holdings loan facility
354 Finance
Hong Kong/US
Aecom–Davis Langdon takeover
324 M&A
Maples and Calder
China/Hong Kong
Sino-Ocean Land convertible securities offering
900 Debt
Milbank
Laos/Thailand/HK
Hongsa Thermal Power Plant financing
Kim & Chang Lee & Ko
Latham & Watkins
Linklaters
Mayer Brown JSM
Firm: Clifford Chance Client: manager and delegate Firm: Zaid Ibrahim & Co Client: trustee • First US dollardenominated sukuk for a Japanese corporation issued out of Malaysia
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4,900 M&A
380 Private equity
Inpex Corporation global share offering of common stock
5,400 Equity 100 Islamic finance
Kohlberg Kravis Roberts & Co (KKR)–Intelligence Ltd acquisition
380 M&A
Nagashima Ohno & Tsunematsu
Singapore/Japan
Sumitomo Mitsui Banking Corporation senior bond offer
China/Hong Kong
Real Gold Mining top up placement
156 Equity
O’Melveny & Myers
Korea/PRC
Hanwha Chemical–Solarfun investment
370 M&A
China/US
Synutra SEC-registered offering
n/a Equity
China/Hong Kong
Sino-Ocean Land convertible securities offering
900 Debt
Korea/PRC
Hanwha Chemical–Solarfun investment
370
China/Hong Kong
BBMG–Hebei Taihang Cement merger
666 M&A
China/Hong Kong
Yuzhou Properties bond issuance
129 Debt
China/Hong Kong
Sino-Ocean Land–Kee Shing acquisition
60 M&A
Singapore/Hong Kong
CVC Asia, SCPEL–Acumen Global Technologies acquisition
n/a M&A
Shearman & Sterling
China/Korea
Hanwha Chemical–Solarfun strategic investment
370 Private equity
Shin & Kim
Korea/PRC
Hanwha Chemical–Solarfun investment
370
Skadden
Sidley Austin
2,000 Debt
Capital markets/M&A
Capital markets/M&A
Japan/Singapore
Sumitomo Mitsui Banking Corporation senior bond offer
2,000 Debt
Japan
Inpex Corporation global share offering of common stock
5,400 Equity
Japan
Kohlberg Kravis Roberts & Co (KKR)–Intelligence acquisition
China/Hong Kong
China ITS Hong Kong IPO
Qatar
Qatar Diar finance
380 M&A 109 Equity 3,200 Project finance
China/Hong Kong
China ITS Hong Kong IPO
109 Equity
Korea/US/Europe
Korea Housing Finance Corporation corporate bonds issuance
500 Debt
China/US
Shimao Property Holdings high-yield note offering
500 Debt
Skadden
China/US
Camelot Information Systems NYSE listing
150 IT/capital markets
Squire Sanders
China/Hong Kong
Tian Shan Development Hong Kong IPO
45 Equity
Sullivan & Cromwell
Japan
Inpex Corporation global share offering
5,400 Equity
Wilson Sonsini Goodrich & Rosati
China/US
Fabrinet IPO
Woo Kwan Lee & Lo
China/Hong Kong
HSBC–CC Land Holdings loan facility
Singapore/Australia
TPG/Carlyle–Healthscope TOB
Naoki Ishikawa
• Issued amount and duration of sukuk are US$100m and two years, respectively; sukuk is listed on Bursa Malaysia Securities Berhad under the Exempt Regime
KKR–Intelligence acquisition Panasonic Corporation-Sanyo Electric Co acquisition
Japan
WongPartnership
• Nomura has Mori Hamada & Matsumoto paved way for others to diversify funding sources by showing capacity to establish Shariah-compliant transaction
Japan/US
Nomura sukuk Trust Certificates due 2012
Simpson Thacher & Bartlett
Firm: White & Case Client: issuer
2,700 Project finance
Malaysia/UK/Japan
Paul Hastings
Firm: Mori Hamada & Matsumoto Lead lawyers: Susumu Masuda, Naoki Ishikawa, Taro Omoto Client: issuer
903 M&A
Japan Mori Hamada & Matsumoto Japan
►► Nomura Sukuk Trust Certificates Value: US$100m
86 Private equity 1,090 Debt
Weerawong, Chinnavat & Peangpanor White & Case Yulchon Zaid Ibrahim & Co
85 Equity 354 Finance 1,500
Private equity, M&A
Singapore
Peak Retail Investments–RSH acquisition
N/a M&A
Thailand/Australia/US
PTTEP Australia international finance bond offering
500 Debt
Thailand
True Visions Group Co Credit facility
400 Debt
Thailand/Australia/US
PTTEP Australia international finance bond offering
500 Debt
Malaysia/UK/Japan
Nomura sukuk Trust Certificates due 2012
Korea/Malaysia
Honam Petrochemical Corp/Titan Chemicals acquisition
1,270 M&A
Korea/Malaysia
Honam Petrochemical Corp/Titan Chemicals acquisition
1,270 M&A
Malaysia/UK/Japan
Nomura sukuk Trust Certificates due 2012
100 Islamic finance
100 Islamic finance
Does your firm’s deal information appear in this table? Please contact
alb@keymedia.com.au
61 2 8437 4700
7
NEWS | analysis >>
Analysis >>
The Russian bear’s bull run into Asia
C
hinese-owned cranes dotting the horizon or chaeboloperated factories churning out consumer electronics are familiar sights to business travellers in most Asian or Middle-Eastern countries nowadays. But the same Chinese construction companies building pipelines deep in Siberia or the same Korean company making DVD players in the Altai may still surprise many. But for how long? As the Russian bear awakes, lawyers on
8
both sides of the sovetsko-kitayskoye soglasheniye o (the border agreement demarcating China and East Asia from Russian territory) stand to benefit.
Beyond Rusal
When aluminium producer Rusal launched its US$2.7bn dual Hong Kong/Paris IPO last year, many heralded the deal as evidence that the Russian bear had awoken and Asia was firmly in its sights. The IPO,
which was one of the few highlights in an otherwise forgettable year for equity capital markets globally, was one of the HKEx’s largest of 2009 and only the second time a Europeanbased company had chosen to list on the SAR’s board. The historic nature of the listing notwithstanding, Maxim Alekseyev, managing partner of Russian firm Alrud, says that the listing will by no means be the last time a Russian company looks towards Asia to raise capital. Asian Legal Business ISSUE 10.9
NEWS | analysis >>
“It is our understanding a number of Russian companies are looking at Hong Kong listings very closely at the moment,” he said. “Delegations from the Hong Kong exchange are visiting Russian companies regularly and companies here are also monitoring Shanghai for some indication of when that might open up as well.” Sergei Voitishkin, head of corporate at Baker & McKenzie CIS, believes that as many as “a dozen” Russian companies could be listed in Hong Kong by the close of the year now. “Rusal has piqued the interest of Asian investors in Russian companies and has shown that there is demand,” Voitishkin said. Demand is one factor, but for a number of Russian corporates an Asian listing is a necessity, especially for those that aren’t topend investment grade. In Rusal’s case, its IPO was a means by which it could restructure and pay-down its reportedly heavy debts. Among companies that fall into this category, lawyers believe, there could well be a flurry of private placements and secondary offerings to alleviate some of their debt-related problems. But despite such optimism, doubt still remains whether Asia will become the equity market of choice for Russian companies. “The London stock exchange will remain the preferred route and not Hong Kong,” argues Matthew Roazen, a partner with Akin Gump in Moscow. “The feeling is that there is no incremental demand if you list in China and therefore the general trend will continue to be London.” But, as Roazen is quick to point out, Russian interest in Asia – and vice-versa – is about much more than just equity markets.
Power play
In energy & resources in particular, levels of two-way investment between Asia and Russia are conspicuous. Over the past 18 months alone, Russia has
“The London stock exchange will remain the preferred route and not HK...there is no incremental demand if you list in China therefore the general trend will continue to be London” Matthew roazen, akin gump signed over US$50bn’ worth of energy & resources supply contracts with various countries in Asia-Pacific, to which China has claimed the largest stake. Maxim Alekseyev sums this up most succinctly when he says: “Russia is the world’s second largest exporter of oil and China needs it; it’s a perfect match.” However, projects like the recently signed US$25bn loan package from the China Development Bank to Russian energy companies Rosneft and Transneft, or the construction of the 1,700-mile China-built crude oil pipeline linking Taishet and Skovorodino did not materialise overnight, despite China’s eagerness to guarantee its energy security. Rather, they are the product of two decades of perseverance on the part of Asian companies. “In the 1990s, there were a number of investments by Asian companies and governments in Russia,” says Alekseyev, “but the legal frameworks to support these were not in place at the time so a number of these projects and initiatives failed. But over the last few years these regulatory frameworks have been put in place and as a result investment is starting to return,” he says, pointing out that laws governing strategic sectors of the Russian economy are very much “pro-FDI”. Investment is returning not only into the energy & resources sector, but across the board and in both directions. Alekseyev singles out manufacturing and construction as two industries in which the involvement of Asia companies has noticeably increased over the past 12 months and predicts
“In the 1990s there were a number of investments by Asian companies and governments in Russia but the legal frameworks to support these were not in place at the time” Maxim Alekseyev, alrud www.legalbusinessonline.com
some corporates will enter Russian and CIS consumer markets shortly. “A number of Korean companies have established manufacturing operations in Russia and CIS states with a view to penetrating consumer markets,” he said. “This is especially true of automobile makers as well as consumer-electronics companies. The other area is construction. Chinese, Korean and Japanese companies have always been active to differing degrees, but this involvement has increased noticeably lately.” On the other side, Voitishkin sees Russian investment in Asia’s clean, green and emerging technology sectors increasing in the year ahead and continuing to consolidate its position in emerging southeast Asian economies like Vietnam (with which it just signed a strategic economic partnership agreement), the Philippines and Indonesia – all favoured destinations for Russian production facilities.
The future
While few lawyers predict that Asian investment into Russia will reach heady heights any time soon, they all agree that the area of RussiaAsia investment is slowly but surely undergoing a revolution from being a niche area to a more mainstream one. For law firms wanting to claim their stake of the advisory work that will doubtless accompany the Russian bear’s bull run, the task at hand relates to broadening one’s practice. It is worth noting that no law firms in Asia, save for two or three Korean law firms, maintain a dedicated Russian practice or desk. “I would advise Asian law firms to establish their Russian practices early,” said Alekseyev, who is in the throes of formalising an Asia department of his own. “The potential of Russia is huge and the amount of legal work that needs to be done is large… Firms who are in there early will be able to take the lead.” ALB 9
NEWS | analysis >>
Analysis >>
PE in Asia: record-breaking first half ►► Asian PE 1H2010: the numbers •
US$3.8bn Investment focused on companies in the acquisition stage
•
US$9.6bn PE funds raised by China in this period
•
18% Hong Kong’s share of regional PE fundraising in this period
•
88 Funds closed by PE fundraising in this period
“PE is back in a big way. Valuation is becoming more rational and there are even some compelling opportunities in over-looked sectors. This is helping drive up deal volume. The second half is looking better and if the overall macro economic environment remains steady we will see a strong year in Asia PE this year.” Rocky Lee, Asia managing partner, Cadwalader Wickersham & Taft
“The [Asia Pacific] region has come through the GFC far better than Europe and North America and the growth profile looks attractive relative to those other regions. The debt providers are starting to lend to private equity again and that, coupled with sponsors returning to focus more of their time on investing their capital rather than salvaging their portfolio, has led to more activity on the investing side than we have seen for some time.” Mark McNamara, global head of private equity, Baker & McKenzie
“Strong global interest in Asia spilled into the PE sector and Asia-focused PE funds remained cash rich. Also, the relatively low levels of leverage in Asian deals meant that transactions weren’t hampered by lending concerns – in addition local banks avoided the worse of the global financial crisis; so are not faced with the same liquidity issues, and are more ready to lend. The rebound in the Asian IPO markets also helped, with buyers more comfortable about potential exits for their investments” Andrew Whan, head of private equity, Asia, Clifford Chance
10
P
rivate equity in Asia-Pacific (ex Japan) has had its strongest first half for more than 5 years, according to the latest Thomson Reuters statistics. 381 deals were reported, representing a total invested equity value of US$7.2bn – a 14.3 % premium on the same period last year. Investment into consumer-related sectors was the hottest, accounting for a third of all PE activity in this period and totaling US$2.2bn from 49 companies. The industrial/energy and internet specific sectors were next most popular, gaining US$886m and
US$707m in investments, respectively. Chinese companies remained the biggest beneficiaries of PE investments in the Asia-Pacific region, attracting US$2.6bn of disbursements (36% of the region’s total). China received investments from 118 firms – the highest number of firms investing in any nation in the region. India followed closely with US$2.0bn from 102 firms (28% of the region’s total), and Indonesia moved up the ranks to come third, receiving US$772m from just one firm (11% of the region’s total). ALB
►► Asia-Pacific Fundraising by nation - h1 2010 vs h1 2009* China Hong Kong India Australia Taiwan New Zealand Thailand Singapore Malaysia South Korea TOTAL
First half 2010 No. of funds Sum raised (US$m) 61 9,656 9 2,602 8 1,328 3 475 1 430 2 140 1 100 1 46 1 8 1 0 88 14,788
First half 2009 No. of funds Sum raised (US$m) 25 1,4834 3 2,679 11 861 7 461 0 0 4 205 0 2 256 0 0 20 325 72 6,270
* All figures rounded up
►► Buoyant market: Asia-Pacific PE investments take off in 1H 2010 First half 2010 Company Nation
Deals
First half 2009
Target Investing Invested Deals companies firms amount (US$m)
Target Investing Invested companies firms amount (US$m)
China
193
186
118
2,591
155
154
87
1,594
India
101
100
102
2,048
65
62
70
964
1
1
1
772
-
-
-
-
Singapore
10
10
17
581
6
6
7
77
South Korea
20
19
11
579
71
66
25
253
Hong Kong
8
8
8
240
2
2
2
81
Philippines
2
2
2
151
-
-
-
-
Indonesia
Australia
20
20
22
132
64
60
47
3,206
Vietnam
7
7
6
69
3
3
4
14
Taiwan
8
7
11
32
2
2
5
67
Malaysia
6
6
6
29
1
1
1
4
New Zealand
4
4
4
1
7
7
12
62
Macau
1
1
1
-
-
-
-
-
Thailand TOTAL
-
-
-
-
1
1
1
-
381
371
267
7,224
377
364
222
6,321
Asian Legal Business ISSUE 10.9
NEWS | analysis >>
Analysis >> ►► Hotspots: sectors and locations to watch for remainder of 2010 “China remains ‘hot’ while Australia and Taiwan are not far behind China in terms of activity. I recommend keeping a close watch on financial services, consumer goods, technology and energy industries in China” Rocky Lee, Asia managing partner, Cadwalader Wickersham & Taft
“In terms of countries, we are generally expecting to see continued solid activity levels from North Asia (particularly China, Taiwan, South Korea) and a return for Australia. Sector activity differs from country to country, however we have seen a general preference for asset classes which are relatively defensive in nature, particularly at the larger end of the PE market” Mark McNamara, global head of private equity, Baker & McKenzie
“Interest in China remains strong, particularly in consumer and retail, non-export related industrials, the auto sector and renewable energy/clean technology. South-East Asia is another hotspot – again a wide range of industries with perhaps more of a focus on traditional energy and resources plays. Expect to see Asian funds working on deals that strengthen Asian companies for regional and global expansion and that build synergies for regional players” Andrew Whan, head of private equity Asia, Clifford Chance
Restricted practice Lawyers must, of course, be allowed to switch firms and advance their careers however they see fit. But they had better tread carefully, lest their former employer chases them down the road brandishing a restrictive covenant clause
E
ight years ago, two high-profile partners from Hong Kong-based firm Deacons quit and joined US giant White & Case. The move sparked a bruising legal battle that lasted more than two years, including public hearings and confidential arbitration. The parties eventually settled the case privately, but not before Judge David Gill had declared White & Case’s behaviour “below the belt,” and noted
www.legalbusinessonline.com
that the firm had shown a “cynical disregard for the rights of Deacons, putting profit before honour”. The partners, with encouragement from White & Case, had tried to persuade Deacons clients to switch firms and had passed confidential information to the new firm while still working at Deacons. With millions of dollars at stake, it is no wonder that firms choose to protect themselves with carefully drafted noncompete and non-solicitation clauses. 11
NEWS | analysis >>
But how effective are these in halting the kind of behaviour uncovered in Deacons v White & Case? “They will be enforceable to the extent that they are reasonable and they seek to protect a partnership’s legitimate business interests,” said Shana Schreier-Joffe, partner and team leader at Harmers Workplace Lawyers in Sydney. “You can’t indefinitely restrain [departing employees or partners]. It’s a question of how long it would take for the firm to retain the clients themselves. Is that two months, three months or 12 months? The circumstances of a particular case are what drive the decisions in these matters. But more and more, the courts are willing to enforce restraints.” ‘Non-solicitation’ is often much more likely than ‘non-compete’ to be regarded as reasonable by the courts. “Non-solicitation [clauses] are … much easier to enforce,” says Fiona Loughrey, partner and employment law expert at Simmons & Simmons in Hong Kong. “Even [the judgment in] White & Case/Deacons acknowledged that members of the workforce should be allowed to advance their careers by moving, without due restraint, from one firm to another. Blanket ‘noncompete’, if it is included, should only
“It’s perfectly possible for a good lawyer with a following to get a new position with a new firm. In moving, though, they should conduct themselves in a certain way” fiona loughrey, simmons & simmons
Client’s choice
In the midst of arguing about what was breached and who was solicited, spare a thought for the clients. Like children stuck in the middle of divorces, ultimately it is perhaps their interests that should be paramount. “The bottom line is that the client always has the final say,” says McKenna, reporting that courts have shown that they are willing to rule against an injunction on the grounds that the injunction could harm the client’s business. This does not mean that lawyers who have moved on should approach their old firm’s clients, simply by framing it as being ‘in the client’s best interest’. However, what if the lawyer in question just happens to be Google-ed by the client, who then tracks down the lawyer via their own accord? Schreier-Joffe is suspicious of such claims. “Usually clients don’t just approach without an invitation,” she says. “How does the client know a partner’s moved on? They usually
“I’ve seen firms interview potential laterals only to really get at uncovering competitive intelligence. I’ve seen firms recruit one individual to get a handle on bringing in an entire group” Patrick McKenna, law firm strategist be included for a very limited time.” Purely legal considerations aside, strategy is often employed by the disgruntled party. Internationally renowned law firm strategist Patrick McKenna recalls a number of lawsuits brought against departing partners by North American firms. “I don't know that any of these suits have been particularly successful, but I think they are commenced simply to disrupt the lawyer who is leaving,” he says. “After all, if you can question that lawyer's reputation or require them to take time away from their practice, that might disrupt their relationship with some important clients.” 12
have to tell them. What [the partner] says might be the breach that you can action,” she said. In any lawsuit it would be up to the plaintiff to prove that there had been a breach of an express or implied covenant, and in doing that there might be debate over reasonableness. “There were a lot of things in the move from Deacons to White & Case which were clearly done without it occurring to them that anyone would find out,” Loughrey says. “The discovery process uncovered a lot of relevant evidence. If there has been a breach of a covenant not to solicit clients or colleagues, the relevant parties are going to have to
come clean and give evidence.” Most firms try to avoid taking these matters to court. “Often these things are resolved behind closed doors, because both sides want the client, and you don’t want the client involved,” said Schreier-Joffe.
Unwritten rules
As the legal services industry becomes increasingly competitive, ethical boundaries are constantly shifting, or at least being tested. Some believe it’s a matter of every firm for itself, with no expectation or guarantee of loyalty beyond what is absolutely required by law. “I guess I've seen it all,” said McKenna. “I've seen firms interview potential laterals only to really get at uncovering competitive intelligence. I've seen firms recruit one individual only to really get a handle on bringing in an entire group. I've seen firms propose a merger only to recruit the handful of true business originators.” The problem as McKenna sees it is that leading modern law firms are made up mostly of laterally hired partners. “Only around 30% of the partnership is truly homegrown,” he says. “The culture is now built upon a foundation of nothing more than money, and that makes it difficult to build any sense of traditional partnership camaraderie.” According to Loughrey, Deacons v White & Case was important in that the case reinforced acceptable standards of behaviour in an age of increased headhunting and firmhopping. “It was an example of what can happen, and the risks involved if a new employer and a team of people talk to each other,” she said. Provided departing lawyers have open communication with their former employers, uphold their fiduciary duties, and refrain from divulging confidential information or using the resources of their old firms, they should be free to take advantage of opportunities in the marketplace. ALB Asian Legal Business ISSUE 10.9
NEWS | analysis >>
www.legalbusinessonline.com
13
NEWS >>
Update >>
industry >>
Lawyers see opportunity in new
Islamic Finance Accession Of Al-Rajhi As Ctp With Bmis To Give A Boost To Tawarruq Contract
T
he announcement that Al-Rajhi Investment and Banking Corporation Malaysia Berhad, has registered as a commodity trading participant with Bursa Malaysia Islamic Services (BMIS) to trade on its Bursa Suq Al-Sila’ (BSAS) commodity Murabaha trading platform, is set to be a significant boost for the Tawarruq contract. The Islamic banking giant which prides itself on its corporate and Shariah compliance conservatism is supporting Tawarruq, a commodity Murabaha financing and investment product, which has attracted some controversy over the last few years and which is popular amongst many Islamic banks in the GCC countries. Some ultra-conservative Shariah scholars, discouraged the use of Tawarruq although the International Council of Fiqh Academy, did attempt to clarify the use of Tawarruq as a legitimate Islamic financing and cash management contract. The academy suggested that classical Tawarruq whereby a person buys merchandise at a deferred price, in order to sell it for cash at a lower price, usually, to a third party, with the aim of obtaining cash is permissible, while organized Tawarruq and reverse Tawarruq are not allowed. Organized Tawarruq is when a person (mustawriq) buys merchandise from a local or international market on a deferred price basis. The financier arranges the sale agreement either himself or through his agent. Simultaneously, the mustawriq and the financier execute the transactions, usually at a lower spot price. Reverse Tawarruq, is similar to organized Tawarruq, except that the (mustawriq) is the financial institution, and it acts as a client. The rationale is “it is not permissible to execute both Tawarruq (organized and reversed) because simultaneous transactions occurs between the financier and the mustawriq, whether it is done explicitly or implicitly or based on common practice, in exchange for a financial obligation. This is considered a deception, as it is done in order to get the additional quick cash from the contract. Hence, the transaction is considered as containing the element of Riba.” The dichotomy over Shariah compliance is pertinent given that only last month Cagamas Berhad, the National Mortgage Corporation of Malaysia and leading securitization house, in collaboration with Al-Rajhi issued a supposedly “innovative and the first-of-its-kind” Sukuk Al-Amanah Li AlIstithmar (Sukuk ALIm) under Cagamas’s RM5 billion Islamic Commercial Paper and Islamic Medium Term Note programs. Sukuk ALIm, stressed Al-Rajhi is one which would satisfy investors from a Shariah compliance point of view bridging Asia with the Middle East. BSAS is able to facilitate cross border multi-currency commodity-based Islamic financing and investment transactions under the Shariah principles of Murabahah, Tawarruq and Musawwamah and claims to be the world’s first end-to-end Shariahcompliant commodity trading platform. Hafidah Aman Hashim, Partner Tel: +603-20924822 Email: hafidah@ridzalaw.com.my
14
Hafidah Aman Hashim
L
awyers in Australia and Asia alike have observed with interest the inception of the new Sustainable Investment Market Venture Security Exchange (SIM VSE) in Sydney, a specialist primary and secondary equity market catering for sustainable and clean-tech businesses and investors. “In recent years the main form of capital raising [in this sector] has been venture capital, which has been a successful model to a point, but with the launch of this new exchange there is an additional Louis Chiam source of funding,” said Mallesons partner Mallesons Louis Chiam. “We have a number of clients in the clean technology area, and they will want to bring new investment opportunities to the market. SIM VSE is yet to be a proven option, but there is a good prospect that it will serve as a more focused way of connecting start-ups seeking new capital with investors, in a way that is clearly labelled.” The new exchange aims to attract listings from Asia, particularly China, and Asia-based lawyers will be keeping a keen eye on the progress of the SIM VSE. “There is clearly a demand for such a platform,” said Loo Choon Chiaw of Singapore-based firm Loo & Partners . “However, it is too early to assess the real impact of SIM VSE on the Asian market. The competition for clean-tech companies will be keen. One must remember that most of the Asian exchanges HONG KONG >>
Baker & McKenzie, Linklaters, Clifford Chance lead finalist count for ALB Law Awards
T
he much-anticipated Macallan ALB Hong Kong Law Awards 2010 will take place on 10 September, and the race for the best trophy haul of the night is intensifying. Five firms are finalists in more than ten categories apiece. This year’s front runner is Baker & McKenzie. The US law firm tops the finalist count with 21 nominations. In second and third place, respectively, are Magic Circle duo Linklaters and Clifford Chance. Both firms have worked on a number of finalist deals including Mitsui & Co-TPV Technologies deal (shortlisted in the Thomson Reuters Westlaw Business Award for M&A deal of the year category) and the HSBC RMB Bond issue (which is up for an award in the Debt Market Deal of the Year category). To add extra spice to the evening, the duo are also going head-to-head in a number of firm award categories Asian Legal Business ISSUE 10.9
NEWS >>
clean-tech security exchange are all trying to attract burgeoning quality companies, including those in the environmental space.” Singapore may prove to be another source of business. “SGX has been tapping the water and clean-tech space,” said Loo. “There has been some 28 companies from the sector listed on the bourse. The Singapore government has committed to building a strong ecosystem for the industry with close to S$700m being channeled for R&D centres, clean-technology parks and other initiatives. “With such a push from the government, it is clear that clean technology shall move from niche to mainstream, and as a result of which the demand for capital shall become significant as companies make vast investments in infrastructure to expand their businesses. SIM VSE is certainly one of the possible platforms which quality cleantech companies in Singapore may consider as a listing venue.” The first listing on SIM VSE will be Indigo Technologies, an Australia-based company specialising in providing sustainable air emissions solutions for clean coal combustion and industrial processes. ALB
including dispute resolution, employment, insolvency, investment funds and the coveted Macallan Fine Oak Single Malt Scotch Whisky Award for Hong Kong Law Firm of the Year. Linklaters is up for a total of 16 trophies, while Clifford Chance could take home as many as 15. Freshfields is in the running for 11 awards while Hong Kong’s own Deacons could scoop ten. As well as recognising the excellence among the Hong Kong legal community, the Awards also covers Korea and Taiwan. Kim & Chang is hoping to win Zensho Award for Korea Deal Firm of the Year for the third time running and is a finalist in two other categories. Meanwhile, in the Taiwan Deal Firm of the Year category, last year’s winner Lee and Li will need to beat five other finalists, including Tsar & Tsai and LCS & Partners, to retain the trophy this year. The ALB Awards will be presided over by two guestsof-honour – chief executive of Hong Kong Exchanges & Clearing, Charles Li, as well as the chairman of the Hong Kong Bar Association, Russell Coleman. Now in its ninth successful year, The Macallan ALB Hong Kong Law Awards 2010 recognises the excellence and outstanding achievements of Hong Kong’s leading law firms and in-house legal teams, as well as the top deals and dealmakers of financial year 2009-2010. The awards night will be attended by over 450 of Hong Kong’s most influential solicitors, in-house counsel, investment bankers, judiciary and CEOs, who assemble to celebrate with the winners as they accept their awards onstage. ALB www.legalbusinessonline.com
Update >>
Intellectual Property Bilski at the Supreme Court – Waiting to Exhale
T
he U.S. patent community is finally breathing a collective sigh of guarded relief after a record 204 day wait for a potentially game-changing decision by the United States Supreme Court (SCOTUS) in the Bilski1 case. Writing for the court, Justice Kennedy deemed that categorical denial of patents to business methods conflicted with existing legislative provisions2 and that the newly established “machine or transformation” test was not the sole test. Rather than clarifying the scope of eligible subject matter, the court predictably relaxed the exclusivity of the “machine or transformation” test, called into question the “useful, concrete and tangible result” test of State Street3, and returned to its own decades-old precedents from the Benson, Flook, and Diehr trilogy4 despite a tenfold increase in computer related patents and more than two decades of precedent from the US Court of Appeals of the Federal Circuit (FC), specifically chartered to handle patent cases. Bilski’s claims to a method of hedging risk were held as abstract and thus excluded from eligibility under the US Patent Act5. No concrete clarification was provided apart from reiterating the statutory categories of process, machine, manufacture, or composition of matter, and exclusions such as abstract ideas, natural phenomena, or laws of nature. Based on recent SCOTUS trends, a complete rebuke of the “machine-or-transformation” (MoT) test, established by the FC en banc majority in In re Bilski6, and clarification was expected. Instead, the MoT test was simply relegated to its former status as “a useful and important clue, an investigative tool.” While the test provided some certainty, SCOTUS confirmed that the subject matter door swings wide. In favoring a textual approach to the subject matter question over an easily circumvented pro forma test, SCOTUS accorded with portions of the dissent in In re Bilski delivered by nowChief Judge Randall Rader of the FC. The USPTO has since published revised guidelines for public comment7 in the form of a memo8 from the acting Associate Commissioner for Patent Examination Policy, Robert Bahr. A process claim lacking a “machine or transformation” can still be rejected unless the applicant can explain why the process is not abstract. If abstractions are avoided, most processes can be eligible, although novelty and non-obviousness hurdles must still be cleared. Thus, while the MoT test remains in use for examination, cautious optimism should prevail. 1 Bilski v. Kappos, 561 U.S. ____ (2010), Docket No. 08-964 decided June 28, 2010 2 35 U.S.C. § 273(a)(3), “business method” explicitly defined as a “method” under law specifying defenses to infringement based on earlier invention. 3 State Street Bank & Trust Co v. Signature Financial Group Inc., 149 F.3d 1368 (1998) 4 Gottschalk v. Benson, 409 U.S. 63 (1972); Parker v. Flook, 437 U.S. 584 (1978); and Diamond v. Diehr, 450 U.S. 175 (1981) 5 35 U.S.C. § 101 6 In re Bilski, 545 F.3d 943 (Fed. Cir. 2008), 7 Notice and Request for Comments on “Interim Guidance for Determining Subject Matter Eligibility for Process Claims in view of Bilski v. Kappos,” Department of Commerce, United States Patent and Trademark Office, [Docket No. PTO-P-2010-0067], 75 Fed. Reg. 43922, 27 Jul 2010 8 Interim Guidance for Determining Subject Matter Eligibility for Process Claims in view of Bilski v. Kappos, 27 Jul 2010, available at http://www. uspto.gov/patents/law/exam/bilski_guidance_27jul2010.pdf
Robert Lawrence Scott Registered US Patent Attorney DID: +65 6428 9873 Email: robert.scott@twobirds.com Web: www.twobirds.com ATMD Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. The firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.
Robert Lawrence Scott
15
NEWS >>
vietnam >>
Vietnam’s new
us report
A
Corporate clients prefer UK over US firms A UK study by research firm Acritas revealed global companies would turn to British firms for international legal advice over US firms. The study found that 92% of their 1,000 respondents – comprised of in-house legal counsels from a range of industries and companies across the Americas, Europe and Asia-Pacific – said they would most likely choose UK firms over US ones. 41% of respondents were chief legal counsel. The survey also found that 53% of the companies that responded said they prefer to use English law for international work, as opposed to 34% who are using US law. For multi-jurisdictional deals, 70% of respondents preferred UK firms over US firms. The report also revealed that international legal billings for these companies are five times the size of their domestic legal expenses.
reducing capacity levels and delaying some capital expenditures. John Conroy, chairman of the firm’s executive committee, said strong demand for the firm’s legal services in certain practice sectors and locations also contributed to the rise in profits. Emerging markets in Asia and Latin America were key areas of growth for Bakers in fiscal year 2010. Fees from Asia-Pacific, which represented 26% of the firm’s revenue for the year, rose compared to last year – as a result of a 45% increase in fees connected to securities work in the region. Growing practice areas for Bakers in the US included financial restructuring, up 55% in fees collected versus last year, and risk management which recorded robust demand. The firm’s real estate, private equity, and debt capital markets practices remained slow in the majority of regions in which the firm practices.
Profits rise, revenue dips at Baker & McKenzie Profits per equity partner (PEP) at Baker & McKenzie jumped by 13% to US$1.1m for the fiscal year 2010, despite gross revenue at the firm falling 0.4% to US$2.1bn. 2010 marks the second straight year of declining revenue for the firm. B&M introduced several cost-cutting measures which helped increase the firm’s profits, including
Legal sector loses 800 jobs in July Of the 131,000 US jobs that were lost in July, 800 were in the legal sector, according to the US Bureau of Labour Statistics. Yet despite the losses, the economy performed better in July than it did the previous month. In June, the legal sector saw 3,200 jobs disappear. Overall, there were17,200 fewer legal jobs in July 2010 than in July 2009.
new law on arbitration due to take effect in January 2011 is set to change the flow of dispute settlements in Vietnam. According to Vietnamese lawyer Viet Nguyen, the law will persuade more locals to use arbitration methods instead of going to court. The Law on Commercial Arbitration was recently passed by the Vietnam National Assembly and is due to take effect on 1 January next year. “At present, arbitration is an under-utilised and less popular solution to commercial dispute settlement with locals, because many believe it is easier for parties to approach the judge and lobby in court. Whereas in an arbitration verdict, the sentencing of the arbitrator is seen as fair and unbiased,” said Nguyen, a Bizconsult Law Firm partner. According to Nguyen, the new law expands the scope of arbitration to other areas – such as civil transactions – and provides a better grounding than the existing ordinance, with better methods
“At present, arbitration is an under-utilised solution ” viet nguyen, bizconsult law firm
china >>
PRC firms ride the
G
ROUNDUP • DLA Piper has expanded its US management team with the appointment of two chairmen – global corporate and finance head Roger Meltzer and practice co-head Jay Rains • Baker & McKenzie will pay US$6.65m in compensation to the bankrupt Coudert Brothers for profits earned from unfinished business partners took with them when they left Coudert. The firm has also agreed to forfeit the majority of its interest in an estimated US$17m in contingency fees for litigation that the former Coudert partners were handling • Rudy Lim, former corporate partner for DLA Piper and Duane Morris in Singapore, has had his twomonth sentence for lying about his annual compensation in an effort to switch firms slashed by a Singapore local High Court judge. Lim will now serve just one day in jail and pay a US$10,000 fine • Baker Botts has hired Hogan Lovells arbitration specialist, Dominic Pellew, for its Moscow international arbitration and dispute resolution group • King & Spalding has expanded its global energy transaction practice with the addition of M&A and private equity lawyer Crayton Bell to its New York office. Bell joins from Milbank as a partner in the corporate group • Steptoe & Johnson has appointed Cecelia Fanelli as partner to its New York litigation practice
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lobal buyout firms are racing to launch RMB funds in an effort to carry out deals quickly in China. Private equity giant Carlyle Group has recently launched its second RMB fund this year, in Beijing. Having received RMB2.4bn in commitments from various sources, including the Beijing state-owned Capital Operation and Management Centre (BSCOMC) and the Beijing Equity Investment Development Fund, the group has set up a joint venture, holding an 80% stake with BSCOMC to help manage the fund. Through the JV, Carlyle and BSCOMC will work together to identify opportunities and share resources to tap growth opportunities in China. The fund, which follows the establishment of the Fosun-Carlyle (Shanghai) Equity Asian Legal Business ISSUE 10.9
NEWS >>
arbitration law to stem court disputes for dispute settlements. He believes these changes will see Vietnamese enterprises utilise arbitration more often. “In the past, out of ten cases we advise in court, two would go to arbitration. In coming years, even next year, I would expect five out of ten cases to be arbitrated,” he said. Other observers shared Nguyen’s view that the new law would create an equal legal footing for both Vietnamese and foreign enterprises. “The new law has improved shortcomings in the ordinance such as removing limitations on the application of arbitration to commercial disputes. Commercial disputes, meanwhile, are increasing rapidly, requiring quick and efficient forms of settlement,” said Vietnam Law Association chairman Pham Quoc Anh. “Every judge in Ha Noi and Ho Chih Minh City’s economic courts yearly handles from 30 to 50 disputes while the average arbitrator handles one.” Vietnam currently has seven arbitration centres, but arbitration has not been popular in the nation due to the lack of a proper legal framework in the 2003 Ordinance on Commercial Arbitration, according to one report. Yet this may not be the sole explanation.
“I believe the ordinance already has a sufficient method for arbitration but it is still a habit in Vietnam to use the courts for settlement of disputes. Only for matters involving foreign investor companies do they prefer arbitration, but it is something that will become more popular with the passing of this new law,” Nguyen said. ALB
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Regulation and compliance ranked top business risk According to the third annual Ernst & Young Global Business Risk, ‘regulation and compliance’ risk regained the top spot from ‘access to credit’ risk, which ranked number one in 2009. These risks are driven principally by the general uncertainty surrounding the fragility of the global economy. Regulators play a vital role in supporting distressed economies – which may explain a rise in the ranking of regulation and compliance risk to the number-one position in 2010. In a series of in-depth interviews, over 70 leading industry executives and analysts across 14 industry sectors were asked to identify and rank the top business risks for each sector for the next 12 months.
►► The top 10 business risks: 1 Regulation and compliance 2 Access to credit 3 Slow recovery or double-dip recession 4 Managing talent 5 Emerging markets 6 Cost cutting 7 Non-traditional entrants 8 Radical greening 9 Social acceptance risk and corporate social responsibility 10 Executing alliances and transactions
Vietnam
wave of RMB private equity funds Investment Fund earlier this year, is now ready to invest – mainly in largescale companies with high growth prospects. Carlyle is not the only private equity giant Wayne Chen boosting its investment Llinks strategies via RMB funds in China. According to Zero2IPO’s recent PE report for China, there were 26 RMB funds set up (and six foreign invested funds) in H1 2010. This marks a significant increase from the numbers in 2009 – H2’s 15 new RMB funds. The trend towards localisation, using RMB to raise funds, make acquisitions and exit, has picked up momentum as the international status of China’s currency has increased in the wake of
news in brief >>
the financial crisis. “We are seeing a significant rise in the number of RMB funds,” said Walker Wallace, a partner at O’Melveny & Myers. The significant interest has opened new doors for PE lawyers, especially domestic legal advisors. “There are greater opportunities now for PRC firms because both RMB fund investors and target companies require PRC counsel,” said Wayne Chen, a partner at Llinks Law Offices. Chen has helped numerous clients establish RMB funds in both Shanghai and the Jiangsu region, over the past 12 months. Global Law Office also recently scored a US$389m engagement, advising furniture retailer Red Star Macalline on its investment from Warburg Pincus, CITIC Private Equity, Fosun Group and Bohai Industrial Investment. ALB
New Zealand lawyer puts weight behind ipba Buddle Findlay partner Neil Russ has been appointed as a council member of the Tokyo-based Inter-Pacific Bar Association. With more than 1,400 members from 65 countries, this is the pre-eminent legal association in the Asia-Pacific region.
Russ will join the association as the jurisdictional council member for New Zealand, and said that NZ lawyers stand to gain significantly from participation in the association’s international network. Russ will also use his new role to promote opportunities for local practitioners. “Before the major IPBA conference in Kyoto next year I will be looking to raise the profile of the organisation and facilitate involvement of current, past and prospective IPBA members in New Zealand,” he said. “One recent development has been the move by the IPBA to change its membership and conference attendance structure, to make it easier for corporate counsel to attend,” Russ added.
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NEWS >>
middle east >>
uk report Eversheds’ offshoring of support work puts 100 jobs at risk Eversheds has signed a seven-year agreement with Accenture to outsource its HR, administration and finance roles to Bangalore, India. The agreement will be rolled out over the next 12 months and is expected to put 100 jobs into redundancy, largely in the areas of finance and human resources. Under the agreement, Accenture will develop a common IT platform for all Eversheds international offices, and will oversee the firm’s HR support services, administration, general accounting functions, billing and collections, and the business processes involved from procurement to payment. The firm brought in the consultancy at the beginning of this year to review its systems and processes, in a move to streamline and improve back-office systems. This is the fifth round of redundancies conducted since September 2008, the last being in September 2009, when 117 roles were reviewed (including 22 fee-earners in the real estate practice). Top corporate practices shake off effects of economic slump Revenues of the UK’s top 20 corporate practices fell an average 4% as did the total fee income the top 20 firms received, over the 2009-10 financial year. In 2010, the Magic Circle firms, including Slaughter and May, continues to attract the few major deals. Clifford Chance and Slaughters acted on the standout deal of the year – Kraft’s
acquisition of Cadbury. Despite this, Clifford Chance still saw its corporate revenue fall by more than 6% over the period. However, it was A&O’s 12% drop that was the largest among the big five. Linklaters’ corporate revenue dropped only 1%, thanks largely to it acting on Lloyds Banking Group’s record £13.5bn rights issue. The firm suffered a 14% fall in the previous corresponding period. Despite suffering another 6% fall in revenue, Freshfields Bruckhaus Deringer is considered to have recovered the strongest among leading corporate firms – it is the only firm to have increased corporate revenue since 2007-08. Firms increase trainee retention rates September 2010 retention rates among the UK top 30 law firms have improved across the board. The average retention rate currently stands at 82%, an improvement of 8% on September 2009. Magic Circle firm Linklaters is keeping 87% of its September qualifiers, compared to only 76% kept in September 2009. Clifford Chance will retain 79% of its total number of qualifiers in September and Allen & Overy will keep on 81%. Slaughter and May posted the highest rate in the Magic Circle firms – 93%. Other top performers included Berwin Leighton Paisner and Macfarlanes, which both posted rates of over 90%. Eversheds will retain 83% of September qualifiers (72 out of 87 will remain with the firm) while Ashurst will keep 87% (27 out of 31). The lowest figure was posted by Pinsent Masons: the firm kept just 55%.
ROUNDUP • SJ Berwin managing partner Ralph Cohen is to stand down from his role as the firm approaches the advanced stages of merger talks with Proskauer Rose • Milbank has hired five banking partners from Latham & Watkins’ New York office, including Marc Hanrahan, former co-chair of Latham’s global banking practice, who has been appointed Milbank’s global head of leveraged finance • Clifford Chance Japan corporate head Alan Kitchin has been charged with assaulting his partner Misato Yoshida at Scotland’s Gleneagles Hotel in June. Ashurst denies the charge and is expected to stand trial in November • SRS Advogados’ merger with Soares Machado & Associados will see Simmons & Simmons founder José Soares Machado join SRS Advogados as head of litigation, bringing with him nine lawyers to the firm’s offices in Lisbon • K&L Gates will pay for the total of nine days its lawyers require off to attend London Olympics duties, under a firm initiative developed by lawyer Bonny Hedderly
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Kochhar announces dual Saudi/UAE tie-up, says Kuwait is next on the list
K
ochhar & Co, India’s sixth-largest law firm by headcount, has entered the Middle East legal services market after announcing a dual tie-up with Saudi firm Dr Khalid Alnowaiser and UAE-based MIO Advocates. Dr Khalid Alnowaiser was established in 1996 and is a full-service corporate practice, with offices in Riyadh and Jeddah. MIO Advocates, meanwhile, was established in 1985 and also boasts a full-service corporate practice, with offices in Abu Dhabi and Dubai.
“Trade between the Middle East and India has grown” rohit kochar, kochar & co The arrangement, which is the first by an Indian law firm and the first whereby a law firm has announced a tripartite alliance, is in direct response to the increasing levels of trade between India and countries in the Gulf region. “Trade and business between India and the Middle East has grown exponentially and we have witnessed the consummation of enormous business transactions between the regions, which are becoming ever more complex in nature,” said Rohit Kochar, chairman and managing director of Kochhar & Co. He said that, given the potential for further growth between India and the Gulf region and the increasing number of Indian corporates operating there, the firm is also on the lookout for an alliance partner in Kuwait. ALB
Asian Legal Business ISSUE 10.9
NEWS >>
north asia >>
Hogan Lovells strikes first alliance with Mongolian firm
H
ogan Lovells has entered into its first alliance since its 1 May merger after sealing an entente with Mongolian firm GTs Advocates. The two firms have been loosely affiliated for the last three years; Hogan Lovells partner Michael Aldrich has been seconded to GTs since April 2009 and will continue to be resident in Ulaanbaatar. GTs Advocates is a full-service firm representing Mongolian companies as well as multinational corporations, investment banks, private equity firms and funds from North America, Europe and Asia. It recently advised Citigroup and Macquarie Bank as sponsors of the US$439m Hong Kong secondary listing of South Gobi Energy. Michael Aldrich and GTs executive director, Byamba Batbayar, both said that the timing of the alliance was opportune given the robustness of the country’s economy. “Mongolia’s rich natural resources give the country an extraordinary opportunity to fulfil its ambitious plans to develop its industrial infrastructure and social fabric,” Aldrich said. “We foresee the years ahead to be ones of accelerated growth, stimulated by the government’s extensive plans to further develop the country’s industrial and social infrastructure,” added Batyabar.
►► Top Mongolian law firms Anand Batzaya Advocates
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Morales joined the firm in 1975 and was formerly the head of the firm’s banking, finance and securities practice group. Morales’s election to MP Morales post at SyCip caps a distinguised Rafael SyCip Salazar career. In addition to being past Hernandez & president of the Inter Pacific Bar Gatmaitan Association (IPBA) he has also served as a professoral lecturer at the University of Philippines College of Law and a visiting professor at La Trobe University’s Law School in Melbourne.
Ashur Law Firm Balco Trademark & Patent Office Erdem & Bayar GTs Advocates Logos Advocates Lynch & Mahoney MG Lawyers Mongolia Barristers & Solicitors Tsets Law Firm Zata Law Offices
Hogan Lovells’ alliance means it is the only international firm with a meaningful presence in the increasingly lucrative Central Asian nation. Only two PRC firms have opened offices in Mongolia: Longan opened earlier this year in association with local firm Zata while Lehman, Lee & Xu says it opened an office in Ulaanbaatar in 2002. ALB
CEP says Mallesons appointment ‘ a coup’ allesons Stephen Jaques has poached Denis Brock, one of Hong Kong’s most experienced commercial litigators, from Clifford Chance in London, prompting chief executive partner Robert Milliner to label the hire ‘a coup’. Brock has more than 20 years’ experience practising commercial litigation and arbitration Denis Brock both in London and Mallesons Stephen Jaques Hong Kong. A graduate with honours from
Philippines: Morales elected as SyCip MP Rafael Morales has been elected as managing partner of Philippines firm SyCip Salazar Hernandez & Gatmaitan, succeeding Llewellyn Llanillo, who retired as a partner of the law firm last year.
Arlex Consulting Services
Hong kong >>
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news in brief >>
Buckingham College of the University of London in 1981, Brock also attended the College of Law in London in 1983 and the University of Hong Kong in 1991. He was most recently a partner in the London litigation and dispute resolution practice of Clifford Chance, but was also formerly the managing partner of the same area of practice in Asia. Brock was based in Hong Kong from 1997-2006. He is due to commence with Mallesons in October 2010, and said he was delighted to be returning to Asia. ALB
Female in-house lawyers smash through glass ceiling The notion of a glass ceiling, if it ever was true, may be broken as women increasingly fill general counsel positions in some of the world’s largest companies. According to the 2010 MCCA (Minority Corporate Counsel Association) Women General Counsel Survey, 94 of the Fortune 500 companies have women as their general counsel – an increase of nine over the past 12 months. Female GCs were most common in the retail, pharmaceutical/health and energy sector, with these sectors constituting 36 of the 94 (38.1%) overall headcount. The survey also showed more ethnic diversity among female GCs of the Fortune 500 companies; 12 out of the 94 this year were nonCaucasian, compared to 3 out of 85 last year. MCCA’s executive director Veta Richardson said the survey results show women general counsel have “weathered the economic storm” and are continuing their advance at major corporations.
►► Fortune 500 companies – female general counsel Year
Total number of women general counsel
Percentage of women general counsel (%)
2010
94
2009
85
17.0
2008
92
18.4
2007
90
18.0
2006
83
16.6
2005
76
15.2
18.8
Source: 2010 MCCA Women General Counsel Survey, Minority Corporate Counsel Association, Inc. (MCCA).
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NEWS >>
singapore >>
King & Spalding opens in Singapore, signals energy and arbitration push with Shearman lateral
K
ing & Spalding will open its eight office outside of its US headquarters – in Singapore. The new office, which will focus on energy and international arbitration work, will be led by current global energy head Phillip Weems, who was also the firm’s Dubai, Riyadh and Abudhabi managing partner from 2007 until earlier this year. Weems will be joined by transactions partner Daniel Rogers and recent lateral hire and international arbitration partner John Savage. Savage joins the firm from the Singapore office of US rival Shearman
& Sterling, where he most recently served as vice chair of international arbitration and head of Asia disputes. Robert Hays, King & Spalding’s chairman, said the firm’s expansion into Singapore iswith a view to winning work in Australia and India. Once King & Spalding opens in the country, it will become the 85th foreign law firm and the 16th from the United States (excluding those firms which hold a QFLP or are in joint law venture or other such arrangements) to have a physical presence in Singapore. ALB
australia >>
One more international disputes centre for PRC business ►► Quick facts: Australian International Disputes Centre (AIDC) • • • •
T
Officially opens on 3 August 2010 First dedicated international dispute resolution centre in Australia Provides companies across the Asia Pacific region with a dedicated facility to resolve commercial disputes International arbitration and alternative dispute resolution expert, Michelle Sindler, has been appointed as the inaugural CEO of the centre
he Australian Government Attorney-General’s Department, the International Legal Services Advisory Council (ILSAC) and the Australian Centre for International Commercial Arbitration (ACICA) held an arbitration forum and luncheon in the Australian pavilion at the Shanghai World Expo in June to ramp up awareness of a new arbitration venue in Sydney. “The facility is mainly a way of demonstrating that we have the ability to perform as a neutral venue,” said ACICA president Doug Jones, who is also a partner at top-tier Australian firm Clayton Utz. “We gave presentations which were aimed at getting Chinese firms and lawyers to come to Australia for arbitration purposes. We are suggesting that Australia is a viable option for firms in China looking for a neutral location for arbitration, as opposed to Hong Kong or Singapore,” he said. The first dedicated international dispute resolution centre in Australia will open in Sydney on 3 August 2010.
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With major Sino-Australian deals being struck recently, investors may now see the Australian international dispute resolution centre as a convenient venue to resolve any disputes arising from their Australian investments. Tim Meng, a managing partner with China’s GoldenGate Law Firm, suggests that in order to give dominant venues like Hong Kong and Singapore a run for its money, Australia will have to make big strides fostering close relationships with arbitral institutions in China. “Communication is key,” said Meng.
“The Hong Kong Arbitration Centre has a close relationship with the China International Economic and Trade Arbitration Commission and the Beijing Arbitration Association. Its representatives come to the mainland frequently to discuss the development and direction of new cases.” ALB
►► International arbitration centres in the region Venue
Advantages
Disadvantages
Hong Kong (www.hkiac.org)
Good relations with CIETAC Close connection with language Close communication with CIETAC and Beijing Arbitration Institution Good understanding of Chinese arbitration rules
Time consuming with average cases taking more than 18 months Too costly to engage arbitrators (minimum US$700)
Singapore (www.siac.org.sg)
Efficient and effective arbitration system Organised court-like procedures Common law system minus complexities like those in American Arbitration Association (AAA)
Australia (www.acica.org.au)
Reasonable arbitrator charges (US$400 for a very reputable and experienced lawyer) Straightforward arbitration procedures Strong economic connection
Lack of relationship with local arbitrary authorities Lack of promotional activities
Asian Legal Business ISSUE 10.9
NEWS >>
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NEWS >>
Update >>
hong kong >>
Gibson Dunn picks off GE in-house
Doing Business In Malaysia Stamp Duty Payable On Service Agreements
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he Malaysian Government had announced that effective 1 January 2009, service agreements will be subjected to ad valorem stamp duty instead of the nominal stamp duty of RM10. Under the new policy, all service agreements executed from 1 January 2009 are required to be stamped at ad valorem duty of RM5 for every RM1,000 or part thereof, which is essentially 0.5% of the total contract value. This new amendment to item 22 of Schedule 1 of the Stamp Act 1949 would have a significant cost impact on the services sector as a whole as any agreement with a service element would be affected by this new policy. Due to public concerns raised through various forums, the Ministry of Finance had on 9 September 2009 announced that the Minister of Finance, having reconsidered and reevaluated the issues, had re-considered and decided that all service agreements executed between 15 September 2009 to 31 December 2010 will only be subject to a flat stamp duty rate of RM50. Any amount of stamp duty that is in excess of RM50 is remitted for any instrument of service agreement executed during this “grace period”. This was implemented in accordance with the authority given to the Minister of Finance under Section 80(2) of the Stamp Act 1949, *. The announcement made by the Ministry of Finance on the deferment of ad valorem stamp duty on service agreements provides temporary relief. However, from 1 January 2011 onwards, ad valorem stamp duty will be re-imposed on all service agreements. As such, companies are advised to itemize and keep the cost for materials and services separate in a service agreement as ad valorem duty will only be imposed on the service elements of the agreement, as opposed to the entire contract amount. * The Stamp Duty (Remission) Order was gazetted on 5 November 2009 and is deemed to have come into operation on 15 September 2009. All service agreements executed between the period of 15 September 2009 to 31 December 2010 can be stamped at any stamp office at a rate of up to RM50 without having to seek the approval of the Ministry of Finance. Written by Khairul Ismail, Partner E-mail: khairul@naqiz.com and Amy Khoo, Associate E-mail: amy@naqiz.com Naqiz & Partners PL01, Plaza Level,No. 45, Block A, Medan Setia 1, Plaza Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia Tel: + (603) 2095 1188 Fax: + (603) 2095 1186 www.naqiz.com
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Khairul Ismail
Amy Khoo
U
S firm Gibson Dunn & Crutcher has opened its second office in Asia – in Hong Kong. The new office, which will focus on corporate transactions and corporate compliance regulation and investigations, will be anchored by new lateral hire Kelly Austin and staffed by partner Joseph Barbeau and associate Kate Yin, who will relocate from the firm’s Palo Alto and Los Angeles offices. Austin joins the firm after an eight-year stint as GE’s compliance & litigation counsel for Asia- Pacific. In this role she led compliance matters, government investigations, and litigation and ADR proceedings throughout the region. She is widely regarded to have designed and run a “world-class” compliance program for Kelly Austin the company. Prior to her time at GE, Austin Gibson Dunn & practiced at Zukerman Spaeder in Washington Crutcher DC and was appointed to serve as special counsel to the Executive Office of the President. The firm’s chair and managing partner, Ken Doran, said the hire of Austin was “key to [the firm’s] decision” to launch in Hong Kong. Austin added that the firm’s Hong Kong presence now means it will be able to service the lucrative North Asian markets – something which it has not be able to do entirely through its Singapore office. “Singapore is central particularly for South Asia and for India, but to provide service across the region, it made sense for us to have a Hong Kong office,” she said. singapore >>
Taylor Vinters targets C
ambridge.law firm Taylor Vinters has set its expansionary sights on Singapore and the greater Asian market, by forming an alliance with Singapore firm, Keystone Law Corporation. “We are collaborating in this venture with a leading Singaporean technology law firm– Keystone Law Corporation, which gives us regional credibility and most importantly an entrepreneurial partner that thinks like us,” said the firm’s CEO, Matt Meyer. According to Keystone Law Corporation director Sean Say, synergies within the niche areas of practice that both firms specialise in, have made this partnership mutually beneficial. “One of the synergies that both firms have is in respect to the information technology and the IT sector. Working out of Cambridge and London, Taylor Vinters have MNC clients who have presence in Asia and Singapore is ideally located for [Taylor Vinters] to service their clients here in Asia,” Keystone Law Corporation director Sean say told ALB. “Months before this alliance was announced, a good working relationship was established with Taylor Vinters with work referrals being exchanged between the two firms. So far it has worked out quite well,” Say said. The alliance follows Taylor Vinters’ recent London office launch on 1 June and also follows the firm’s target of obtaining a foreign law practice licence to launch its own Asian Legal Business ISSUE 10.9
NEWS >>
Update >>
lawyer for Hong Kong launch As important is the growth in the area of corporate compliance. “Compliance issues in Asia present unique challenges and the risk of a local enforcement action for multinational companies operating in Asia is real,” said F. Joseph Warin, Co-Chair of the firm’s white collar crime group “Many of the US-based FCPA disclosure and enforcement actions in the last two years have had an Asia component, and combining on-the-ground expertise in Asia with extensive support from the US offices positions us to be particularly effective for clients,”he said. Since 1977, the United States Securities & Exchange Commission (SEC) has brought action against 22 companies operating in Asia— a number that many expect to grow exponentially in the year ahead. The firm launched its first Asian office in Singapore with a quadruple lateral hire from Jones Day in 2008. Jai Pathak, Gibson Dunn’s current Asia managing partner, joined the firm along with Emad Khalil, John Viverito and Saptak Santra. ALB
“Singapore is central particularly for South Asia and for India, but to provide service across the region, it made sense for us to have a HK office” kelly austin, gibson dunn & crutcher
Singapore with alliance office in Singapore within the next 12 months. “Like most of our strategic decisions, growing the business in Singapore is client led. Our Cambridge, London and Singapore axis reflects the commercial opportunities that our clients are experiencing, particularly in sectors like technology,” Meyer said. Through the Law Firm Network, Taylor Vinters has an existing Singapore partnership with local firm Engelin Teh Practice, which handles the firm’s litigation and arbitration issues in the country. “With the economy picking up again, we can expect to see more alliances from foreign and local law firms. Singapore is an ideal location for parties to use as a springboard into Asia,” Say said. ALB
Energy & Resources Intelligent Energy System – a move towards sustainable energy supply
A
pilot project for an ‘Intelligent Energy System’ has been launched by Energy Market Authority (EMA). Singapore already has one of most reliable power systems in the world. A large part of the transmission and distribution networks incorporate automated monitoring and control systems, allowing two way flow of electricity and information in near real-time and providing high operational efficiency and supply reliability to the system. However, with rising energy costs and advances in information and communication technology, distributed generation and energy storage technology, it is imperative to bring the capabilities of Singapore’s power system to the next level by giving consumer more choices to manage their consumption and to integrate Distributed Energy Resources (DERs) in the power system. The IES Pilot Project seeks to test and evaluate new applications and technologies around a smart grid. The success of the IES Pilot Project will enable EMA to adopt and rollout workable smart grid solutions for Singapore’s power system, thereby enhancing its efficiency and resilience, facilitating the integration of DERs and Electric Vehicles (EVs), reducing wastage, shaving peak loads and deferring capital investments to meet future electricity demand. This will also pave the way for implementing Full Retail Contestability (i.e. full liberalisation of the electricity retail market) to benefit all electricity consumers. Previously, monthly electricity consumption is only released at the end of the month when the bill arrives. With IES, detailed information of the electricity usage will be provided to consumers in real time to help reduce electricity wastage. The IES systems connected to households and companies should also help to lower costs by allowing users to monitor and regulate their consumption in line with changes in electricity prices. In order to meet future consumer demand, the pilot project also seeks to test the management system for DERs to enable the main power grid to combine and contribute the electricity output from various small sources into the grid. Currently, smart meters have already been installed in two residential precincts as part of the project and results have shown an encouraging 2% reduction in electricity consumption and a 10% shift in consumption in households from peak periods to non-peak periods. It is anticipated that smart grids and smart grid technologies will soon assume an increasingly important role in Singapore, and such developments should improve reliability of supply and support the trend towards a more sustainable energy supply. Sandra Seah, Partner ATMD Bird & Bird LLP Phone +65 6428 9429 Email Sandra.seah@twobirds.com ATMD Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. The firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.
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Sandra Seah
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Rajah & Tan
appointments ►► LATERAL HIRES Name
Leaving
Going to
Andrew Liu
Salans
Lister Swartz (in association with PE, Corporate Edwards Angell Palmer & Dodge)
Practice
Location Hong Kong
Antony Dapiran
Freshfields Bruckhaus Deringer Davis Polk & Wardwell
Corporate
Ashish Bhakta
Kanga & Company
ARA Law
Infrastructure
Hong Kong Mumbai
Bonnie Chan
Hong Kong Stock Exchange
Davis Polk & Wardwell
Corporate
Hong Kong
Denis Brock
Clifford Chance
Mallesons Stephen Jaques
Commercial litigation
Hong Kong
John Savage
Shearman & Sterling
King & Spalding
Arbitration, Dispute resolution
Singapore
Jonathan Olier
Clifford Chance
White & Case
International, M&A
Singapore
Joyce Norcini
Hewlett Packard MENA
Nokia Siemens Network
General Counsel
Sweden Middle East
Joycia Young
DLA Piper
Clyde & Co
Intellectual Property
Kelly Austin
General Electric
Gibson Dunn & Crutcher
Corporate
Hong Kong
Lan Hing Liew
Rajah & Tann
Baker & McKenzie.Wong & Leow
Capital markets
Singapore
Rose Zhu
Allen & Overy
K& L Gates
M&A, IPO, crossborder
Beijing
Shuang Zhao
Simpson Thacher
Shearman & Sterling
Corporate
Hong Kong
Simon Tay
Various
WongPartnership
Environment
Singapore
Susan Deng
Standard Chartered Bank (China)
Mayer Brown JSM
PRC employment
Hong Kong
Allen & Overy
International projects
Riyadh
Zeyad Khoshaim Abdulaziz Al Gasim Law Firm
►► Relocations Name
Firm
Office going from
Office going to
Practice
Guy Norman
Clifford Chance
London
Dubai
Corporate
Simon Clinton
Clifford Chance
Dubai
Singapore
Corporate
Joseph Barbeau
Gibson Dunn & Crutcher
Palo Alto
Hong Kong
Corporate
Kate Yin
Gibson Dunn & Crutcher
Los Angeles
Hong Kong
Corporate
►► Promotions Name
Firm
Promotion
Practice
Location
Rafael Morales
SyCip Salazar Hernandez & Gatmaitan
Managing partner
Corporate, banking, finance
Philippines
AAG
Allen & Overy
A&O strengthens Saudi presence with lateral hire Allen & Overy has recruited its first Saudi Arabian partner from its associate firm – Abdulaziz Al Gasim Law Firm (AAG) – for its office in Riyadh in a move that seeks to integrate the international transaction practice of AAG and strengthen the firm's standing in the region. Corporate partner Zeyad Khoshaim, who has been admitted to the bar in both New York and Saudi Arabia, will continue to be based in AAG's Riyadh's office. He has significant experience in corporate, transactional, energy projects, and capital markets work. A&O launched its fourth office in the region earlier this year – in Qatar – by relocating London real estate partner Robert Porter. It also has associate offices in Abu Dhabi, Dubai and Riyadh.
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Shearman
King & Spalding
King & Spalding to open in Singapore, signals energy and arbitration push King & Spalding’s new Singapore office, which will focus on energy and international arbitration work, will be boosted by recent lateral hire and international arbitration partner John Savage. Savage joins the firm from the Singapore office of US rival Shearman & Sterling, where he most recently served as vice chair of international arbitration and head of Asia disputes. Robert Hays, King & Spalding's chairman, said the firm's expansion into Singapore is a perfect platform for the firm to penetrate South East Asia, John Savage Australia and India.
Baker & McKenzie
Baker brings on another lateral in SE Asia to strengthen corporate practice After the recent lateral hires of Emmanuel Hadjidakis (from Allen & Overy, Singapore) and Mark Lim (from Albar & Partners to Baker's Malaysian member firm, Wong & Partners), Baker & McKenzie is seeking to strengthen its corporate practice with the hire of Lan Hing Liew. Liew, a capital markets and M&A lawyer, joins the firm as a partner from Rajah & Tan, where she was an equity partner and acted on a number of high-profile deals including representing the underwriters on both the Yanlord Lan Hing Liew Land Group S$280m IPO and Genting's S$350m offering. Liew's appointment brings the total number of partners at Baker & McKenzie. Wong & Leow to 26. As at 1 June 2010, Bakers had a total of 232 partners across the region. Salans
Edwards Angell
Edwards Angell adds third partner in HK after Salans lateral Andrew Lui has joined Edwards Angell Palmer & Dodge (EAPD) as the third partner in its associated Hong Kong office, Lister Swartz. Lui, who will join the business law department, comes to the firm from Andrew Lui & Company Andrew Lui which had served as the local affiliate off French firm Salans. In 2008, Lui was handpicked from Pinsent Masons to open the firm's Hong Kong office – something which was achieved a year later in mid 2009. Lister Swartz was opened in 2008 after the merger of two smaller Hong Kong law firms: Martin Lister and Swartz Solicitors. HP
Nokia
In-house: Nokia Siemens hires HP MENA legal head for global GC role Joyce Norcini has been appointed as Nokia Siemens Network's new general counsel. Norcini, who will join the company in early August, comes from HP where she was Europe, Middle East and Africa general counsel w. In her 13 years with HP, Norcini advised on a wide specctrum of IT and TMT matters, and was actively involved in the planning and implementation on HP's merger with Compaq and the company's acquisition of EDS– two of the largest mergers in the IT industry. Prior to her time at HP, Norcini started her career as a prosecutor with the Office of the District Attorney in New York, went on to work in commercial litigation, and then became an advisor to Pacific Bell's telecommunications companies. Asian Legal Business ISSUE 10.9
NEWS >>
Sirpa-Helena Sormunen, who had been acting as Nokia Siemens' general counsel since the departure of Kirsi Komi earlier this year, will continue in her role as head of legal and compliance, Customer Operations. Clyde & Co
DLA Piper
DLA loses chief to Clydes Clyde & Co has poached DLA Piper's head of intellectual property (IP) for the Middle East, South Asia and Africa region, Joycia Young, to join its Middle East IP Group. Young's principle areas of practice are intellectual property and franchising and she will be working closely with Clyde & Co's head of IP, Rob Seans. Named as a ''foremost legal practitioner' in the area of Joycia Young franchising in both 2009 and 2010 by The International Who's Who of Franchise Lawyers, Young's defection is the latest blow to DLA's mounting exodus of senior partners and lawyers leaving the firm in the Middle East and Asia-Pacific region. Earlier this year, DLA Piper lost its Singapore managing director of eight years, Desmond Ong to UK-based law firm Eversheds as it opens its second East Asian office. Clifford Chance
CC focuses on Middle East corporate practice with senior secondment London-based partner Guy Norman will be moved to Clifford Chance's Dubai office in October this year as the firm looks to build its corporate practice in the Gulf region. Norman's secondment follows the recent relocations of Nigel Wellings and Tim Plews to Dubai and Riyadh respectively. He will arrive in Dubai months before present head of corporate practice Middle East, Simon Clinton, moves to Singapore at the start of 2011. Norman, who has been a partner at Clifford Chance since 1998, specialises in corporate finance, M&As and takeovers. Clinton will continue to lead the firm's sovereign wealth sector group. Meanwhile, Norman is widely tipped to return from the Middle East into a management role at Clifford Chance after a few years. In-house
Mayer Brown JSM
Mayer Brown JSM foresees more PRC employment work with new hire Mayer Brown JSM has enhanced its offerings with the addition of PRC employment specialist Susan Deng, previously a senior legal counsel of Standard Chartered Bank (China) in Shanghai. Prior to joining Standard Chartered, Deng worked at Jun He and TransAsia Lawyers in Shanghai. She also had five years of experience working as arbitrator & deputy division chief of the Jiangsu Provincial Personnel Department. In her new position with Mayer Brown JSM, Deng will work in the Hong Kong office for 10 months before relocating to Shanghai to lead the employment & benefits practice in China. Susan Deng Around the same time last year, the firm appointed PRC qualified employment lawyer Zhou Lihui as foreign counsel from Minter Ellison. Simpson Thacher
Shearman & Sterling
Shearman & Sterling takes on Simpson Thacher capital markets counsel Shearman & Sterling has added another partner to its Hong Kong office, its third partner this year – further bolstering the firm's capabilities in Greater China. Shuang Zhao, a New York-qualified specialist on securities offering and M&A transactions, is a lateral hire from the Hong Kong office of Simpson & Thacher. Zhao will join the Shearman and Sterling Greater China corporate team led by Asia managing partner Matthew Bersani, head of China practice Lee Edwards and head of Hong Kong practice colin Law. She wil be working with capital markets partners Kyungwon Lee and Alan Seem as well as M&A practitioners Greg Puff, Huang Ling, Paul Strecker and Peter Chen, who joined the partnership earlier this year. Colin Law will spearhead the firm's Hong Kong practice. www.legalbusinessonline.com
Update >>
Malaysian Tax The Challenges of Competition Law in Asia
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011 marks the turning point for the global business economy with the beginning of the construction of a real competition framework in East and South Asia, culminating via the enactment of the Indian Competition Act, the Chinese Antimonopoly Law, and the Malaysian Competition Bill for 2011.The main provisions are the prohibition of cartels and abuse of dominant position. In Europe, competition law evolved since the 19th century, for example state subsidies, merger control, efficient application of competition law, posed many important challenges for policymakers, multinational and law firms that Asian countries will face. Firstly, mergers should be taken into account in the context of free trade. Indeed (i) cartels by way of price fixing or restriction of outputs, and (ii) abuse of dominant position by big companies charging exorbitant prices, or on the contrary offering such low prices that they drive competitors out, are considered as two of the most harmful forms of anti-competitive conducts, and as a consequence, these conducts are strictly prohibited and the penalty would result in hefty fines. However a merger, which can reduce the choice to one provider and subsequently eliminating all competitors, is surprisingly not considered even harmful than these conducts. The paragraph about mergers abuses was removed from the Malaysian Competition Bill 2010. Yet, they should be assessed and approved, as was the case with the European Commission. The second point is the regulation of the state aids. State subsidies can be positive in terms of promoting technologies or fostering social development in needy regions, but they may provide an unfair advantage to the firm involved and ruin the principle of fair competition. The non-interventionist policy of the European Union provides that the aid must first obtain the European Commission’s approval. If it is considered unlawful the amount awarded shall be recoverable in full. The state subsidies was commonly practised in the past as the States were trying to promote their national champions, until that the creation of the European Union effectively removed protectionism. Finally, encouraging the construction of a South East Asian Union with a market and a competition regulation. ASEAN does not provide for any provision about competition and so far only Indonesia, Norwen Shahreedha Singapore, Malaysia, Thailand and Vietnam Mohd Ghazali have completed or are on the way to completing a competition policy. Norwen Shahreedha Mohd Ghazali (Associate) E-mail: norwen@azmilaw.com Tel: +603 2118 5071 Rachel Dufour (Foreign Legal Executive) E-mail: rachel.dufour@azmilaw.com Tel: +603 2118 5000
Azmi & Associates 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.
Rachel Dufour
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News | regional update >>
Regional updates
CHINA
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CHINA
Paul Weiss
Philippines
SyCip Salazar Hernandez & Gatmaitan
SINGAPORE Loo & Partners
Vietnam
Indochine Counsel
MALAYSIA
Wong & Partners
INDonesia
Bastaman Enrico
Each month, ALB draws on its panel of country editors to bring readers up to date with regulatory developments across the region
Abuse of Dominant Market Position – Implementing Rules Soon To Be Established On May 25, 2010, the State Administration of Industry and Commerce (“SAIC”) issued the draft Provisions on Prohibition of Abuse of Dominant Market Position (the “Draft Provisions”). The Draft Provisions, together with the draft Anti-Price Monopoly Provisions issued by the National Development and Reform Commission in August 2009 (the “NDRC Draft Provisions”) will constitute a complete set of implementing rules for Chapter III of the Antimonopoly Law (“AML”). The AML prohibits the following acts conducted by an operator with dominant position: (i) selling or purchasing products at unfair prices; (ii) selling products below cost without justifiable reasons; (iii) refusal to trade without justifiable reasons; (iv) restricting others to exclusively trade with it or other operators designated by it without justifiable reasons; (v) tying products or imposing other unreasonable conditions without justifiable reasons; and (iv) applying different treatments in price or other conditions without justifiable reasons. While the NDRC Draft Provisions focus on regulating those acts in connection with pricing under (i), (ii) and (vi), the Draft Provisions focus on acts of abuse by means of (iii) – (v) and using different treatments unrelated to pricing under (vi). These provisions set forth useful protocols for an operator that may be recognized as having a dominant position. Apart from the per se violations under (i), all the other acts of abuse of dominant position under the AML are violations only if no justifiable reasons can be substantiated. The Draft Provisions provides that when
determining on whether there is a justifiable reason, the following factors should be considered: whether the act has been conducted according to commercial customary practices, ordinary course of business and ordinary interests; whether the act exerts any adverse effects on market competition and consumer interests; and whether the act has any negative impact on economic efficiency and common interests. The Draft Provisions are silent on whether the intent of an operator with dominant position should be taken into account. According to the antitrust practices in the United States, unlike the per se violations, intent and motives are relevant when determining the consequences of such conducts. Thus, a specific intent to exclude or restrict competition should also be included in the “rule of reason” test. Different from the business concentration, the prohibition on abuse of dominant position under the AML has not been put into effect. Therefore, the Draft Provisions and the NDRC Draft Provisions should be promulgated and implemented as soon as possible. Written by Jeanette Chan, partner Sue Yang, associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor3A Chater Road, Central Hong Kong Email: jchan@paulweiss.com Ph: (8610) 5828-6300 or (852) 2846-0300
Philippines
Philippines Adopts New Corporate Rehabilitation And Insolvency Framework On 2 February 2010, the Philippine Congress adopted Republic Act No. 10142, entitled the Financial Rehabilitation and Asian Legal Business ISSUE 10.9
News | regional update >>
Insolvency Act of 2010 (or Fria). The Fria lapsed into law and became effective on 18 July 2010. The Fria replaces and repeals the Insolvency Law (Act No. 1956), which was enacted in 1909 and was acknowledged as obsolete. Under the Fria, a debtor is considered “insolvent” if it is “generally unable to pay its or his liabilities as they fall due in the ordinary course of business or has liabilities that are greater than its or his assets.” The Fria provides for the following modes of rehabilitating an insolvent corporate debtor: • Court-supervised rehabilitation proceedings – These may be commenced by the debtor (or a group of affiliated debtors) or by creditors representing a specified minimum amount of claims. The court conducts the rehabilitation proceedings with the goal of putting a rehabilitation plan in place within one year from the commencement thereof. A plan must be approved by the debtor and creditors representing more than 50% of the claims of each class of creditors. • Pre-negotiated rehabilitation – In these proceedings, a debtor files a petition with the court for the approval of a rehabilitation plan which has been previously agreed upon by the debtor and its creditors representing at least 2/3 of the debtor’s total liabilities (and at least 67% and 75% of the debtor’s secured and unsecured obligations, respectively). The court is required to approve the plan within 120 days from the date the petition was filed, failing which, the plan shall be deemed approved. • Out-of-court or informal restructuring agreements or rehabilitation plans – In this scenario, the debtor and creditors representing at least 85% of the debtor’s total liabilities (and at least 67% and 75% of the debtor’s secured and unsecured obligations, respectively) agree on a restructuring or rehabilitation plan. A standstill period may be enforced during the negotiations, provided that such standstill is approved by creditors representing more than 50% of the debtor’s total liabilities. Under the Fria, an insolvent debtor may choose which of its contracts it wishes to “confirm” by delivering written notice of confirmation to the relevant counterparties. Any contract that is not confirmed by the debtor within 90 days from the commencement www.legalbusinessonline.com
of the proceedings shall be considered terminated. While court-supervised proceedings are pending, all taxes due from the debtor are waived. Similarly, the amount by which any indebtedness or obligation of the debtor is reduced or forgiven shall not be subject to any tax. Written By Philbert E. Varona, Partner Philbert E. Varona SyCip Salazar Hernandez & Gatmaitan 3rd Floor, SSHG Law Center 105 Paseo de Roxas, 1226 Makati City Philippines T (+63 2) 982 3500; 982 3600; 982 3700 F (+63 2) 817 3896; 817 3567; 817 3145 E pevarona@syciplaw.com
SINGAPORE
Singapore GOING GREEN! Should one do a web search on topics relating to clean technology today, one will easily get at least 100,000 relevant hits, reflecting an inevitable fact – the “CleanTech” era is here. Singapore, a financial and trading hub, has realized the great potential of clean technologies and has implemented various strategies to attract clean technology dollars to its shores. This following summarises Singapore’s recent progress in Going Green:-
Singapore’s first green infrastructure trust and Leader Environmental Technologies Limited (“Leader”), one of our clients, both commenced trading on the Official List of Singapore Exchange (SGX) on 29 June 2010 and 16 July 2010 respectively. K-Green aims to invest in “green” infrastructure assets, while Leader seeks to provide environmental protection solutions. Transportation Going Green. At the recent World Urban Transport Leaders Summit 2010 held in Singapore on 30 June to 1 July 2010, Singapore’s Minister for Transport, Mr. Raymond Lim stated Singapore’s aim to encourage the development and use of green technologies in the transport sector. In line with such aim, measure such as test-bedding programmes had already been put in place to achieve a greener environment, including the trial of diesel hybrid buses and diesel particulate filters in conjunction with the vehicle emission test laboratory, and the electric vehicles test-bedding programme to assess the feasibility of the electric vehicle in Singapore’s transport eco-system. The application of these technologies, if successful, will see a significant reduction and minimisation of negative impact on the environment. Recognition for Going Green. Four Singapore organisations had also made recent headlines when they clinched top ASEAN awards for energy-saving solutions at the recent 2010 ASEAN Energy Awards held in Vietnam on 22 July 2010. These awards are a recognition of the creative energy efficient solutions provided by these four organisations.
The Going Green Plan. The 50-hectare CleanTech Park, Singapore’s first eco-business park, which houses a core nucleus of cleantech activities to serve as an epi-centre for research, innovation and commercialisation in clean technology was launched on 25 February 2010. Its master plan was also unveiled jointly by the JTC Corporation and Economic Development Board (EDB) on the same day.
Written by Ms Elena Ng and Ms Chew Lee Sian
The Going Green Investment Platform. K-Green Trust (“K-Green”),
Loo & Partners LLP 16 Gemmill Lane Singapore 069254
By Ms Elena Ng Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2206 Fax: (65) 6534-0833 E-mail: elenang@loopartners.com.sg and By Ms Chew Lee Sian Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2237 Fax: (65) 6534-0833 E-mail: chewleesian@loopartners.com.sg
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News | regional update >>
Vietnam
New Decree Offers More Funding Channels For Property Projects On 23 June 2010, the Government issued Decree No. 71/2010/ND-CP guiding the implementation of the Law on Residential Housing (“Decree 71”). Effective and superseding Decree No. 90/2006/ND-CP dated 6 September 2006, from 8 August 2010 Decree 71 addresses a number of persistent problems with current residential development projects. Decree 71 liberalizes the mobilization of funds for residential development projects. Methods for fundraising now range from traditional funding via loans from credit institutions and investment funds to co-operation agreements or investment agreements. In the case of investment agreements, investors are allowed to receive funds from contractual partners in return for apartments or houses as soon as their project design is approved and the foundation construction has started. Two conditions for this fundraising via investment agreement are (i) the number of apartments or houses distributed to the partners does not exceed 20% of the total project, and (ii) the distribution is conducted through official real estate exchanges. For contracts signed with buyers of completed apartments or houses, however, investors can mobilize advance payments only after construction of the project’s foundation is completed. Decree 71 also clarifies how to determine when the foundation of a project is completed and thus clarifies when the investors can sell, transfer or assign a house or apartment attached to the project. Decree 71, however, allows project owners to retain future use rights in apartments or houses (up to 20% of the project),
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as returns for investment. Hopefully, these will help to regulate the transaction, and protect the interests of both: the project developer and the buyers. Decree 71 does little to alter the rules for foreigners and overseas Vietnamese. The decree, however, provides some updates to comply with the Law on Residential Housing regarding house ownership by overseas Vietnamese. Specifically, those individuals who do not have Vietnamese citizenship but can trace their origins to Vietnam, as certified by Vietnamese authority, and are permitted to reside for six or more months in Vietnam are allowed to own one apartment or house in Vietnam. To a lesser degree, Decree 71 introduces a more detailed definition for villas. It defines villas as houses with at least three sides surrounded by garden. Some villas are classified as “historical” or as “architecturally valuable items” that cannot be modified in any way unless such modifications are for the purpose of reinforcement, renovation, or repair. The Decree also provides more details on separate and common ownership in cases of apartment blocks or condominiums with multiple owners. In sum, Decree 71 provides clarifications to a number of questions that have posed obstacles to both the investors and end-use buyers of residential development projects. These developments will hopefully provide clearance on funding regulations for new projects to rise. Written By Le Nguyen Huy Thuy, Partner and Cao Tran Nghia 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 thuy.le@indochinecounsel.com www.indochinecounsel.com
MALAYSIA
Malaysian Export Control The Strategic Trade Act 2010, gazetted on 10 June, is Malaysia’s first export control legislation passed pursuant to the UN Security Council Resolution 1540 to control the proliferation of weapons of mass destruction (“WMD”). As of the date of writing, the government intends to issue the regulations tentatively on 1 October, but the date the Act comes into force remains unconfirmed. The Act will require persons exporting, transhipping or bringing in transit strategic items to obtain a permit from the Strategic Trade Controller. Brokers who negotiate, arrange for or facilitate the purchasing, financing, conveying, sale or supply of strategic goods, or buy, sell or supply such items must also register themselves. In short, the Act controls the movement of all goods and technology that can support the development, storage, inventory, etc. of WMD. These include dual-use items that have both military and civilian uses. Malaysia’s control list will be modeled on the EU’s. Businesses affected will include those dealing with integrated circuits, programmable logic devices, telecommunication equipment, chemicals, aviation, energy, highgrade stainless steel and many more. Physical goods aside, the intangible transfer of strategic technology and sharing of know-how are also caught. Transmissions originating from Malaysia and transmissions routed through equipment in Malaysia are both regulated. Contravention of the Act will entail minimum fines starting from RM10 million for corporations; RM5 million and/or 10 years’ imprisonment for individuals. Capital punishment or life imprisonment is mandatory for the Asian Legal Business ISSUE 10.9
News | regional update >>
worst offences. Those involved in the management of a corporation, e.g. directors and managers, can be jointly guilty of a corporate offence, unless the offence was committed without their knowledge, consent or connivance and they had exercised due diligence. Businesses will have a 3-month grace period after the Act comes into force to apply for permits. In the meantime, companies should conduct preparatory audits to identify what goods, technologies and processes will trigger the permit requirements. Internal compliance programs should also be designed and disseminated throughout the organisation. As Malaysia is new to such export control, companies who are ahead of the curve will be well equipped to safeguard their operations and reputations from the common stumbling blocks of implementing such a regime. This article is for information purposes only. The contents do not constitute legal advice and should not be regarded as a substitute for detailed advice in individual cases. No decision to act or not to act in a particular way should be taken merely on the basis of this article, and detailed legal advice should always be sought at the earliest possible moment. Written by Adeline Wong, Managing Partner and Kong Si Ying, Associate 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 Fax: +603 2282 2669 adeline.wong@wongpartners.com si.ying.kong@wongpartners.com
www.legalbusinessonline.com
INDonesia
New Anti-Monopoly Regulation On Merger & Acquisition Exercises On 20 July 2010, the Indonesian Government issued Government Regulation No. 57 of 2010 on the merger, consolidation or acquisition of business entities which could potentially lead to monopolistic practices and unfair business competition. This regulation has been long awaited as a requisite implementing regulation pursuant to Articles 28 and 29 of Law No 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition (“Anti-Monopoly Law�). GR No. 57 is applicable for a merger, consolidation or acquisition exercise resulting in the total assets of more than Rp.2.5 trillion or total sales of more than Rp. 5 trillion. If the exercise involves parties which are banks, it is subject to a higher threshold amount, i.e. Rp.20 trillion of the total assets. GR No. 57 requires the parties to notify the Anti-Monopoly Comission (KPPU) within 30 (thirty) business days as of the effective date of the corporate exercise. A merger, consolidation or acquisition among affiliated parties or related corporations is exempted from this rule. A penalty of Rp.1 million per day, but not exceeding a cumulative amount of Rp.25 billion will be imposed for a late notification to KPPU. Within 90 (ninety) working days as of receiving the notification along with all requisite documents, KPPU will assess the transaction to determine whether or not the said corporate exercise breaches the Anti-Monopoly Law. The committee is tasked to ensure that there is no execution of prohibited contracts, exercise of prohibited activities, and/or the abuse of dominant positions. KPPU will analyse market concentration, market barrier entry, any potential of unfair business competition, efficiency, bankruptcy,
and/or other aspects of the transaction. KPPU may also hold hearings with all relevant parties to obtain additional information on the transaction. If any breach of the Anti-Monopoly Law is evident, KPPU will annul that particular transaction. In addition, KPPU may also impose other sacntions, including a penalty amounting to a minimum of Rp. 25 billion up to Rp. 100 billion or maximum six monthsimprisonment, the revocation of business licenses as well as a prohibition on the directors/ commissioners of the company assuming similar roles as directors/ commissioners for 2-5 years. In order to avoid the transactions being annulled or revoked postcompletion pursuant to GR No. 57, the parties may volutarily consult with KPPU on their proposed plan of merger, consolidation or acquistion. This pre-notification to KPPU is set out in Regulation of KPPU No. 1 of 2009, which has been actually subsisting prior to the promulgation of GR No. 57. Written By Bagus Nur Buwono, Partner Bastaman Enrico (Attorneys At Law) Plaza Asia, Zone 12C Jl. Jend. Sudirman Kav. 59 Jakarta 12190, Indonesia Tel: +(62 21) 514 01 380 Fax: +(62 21) 514 01 379 www.bastamanenrico.com E-mail: bagus@bastamanenrico.com
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FEATURE | ALB Hot 100 >>
From Abu Dhabi to Auckland and Sydney to Shanghai, ALB’s editorial team has had a busy month pouring over the wealth of lawyers who have set our newsroom abuzz over the past year. In this year’s ALB HOT 100 we have again catalogued the feats of those who have risen above the rest in the most challenging of years for legal markets across Asia. Now in its seventh year, ALB’s HOT 100 provides an (admittedly subjective) overview of the past year, listing those lawyers that have turned heads – due to outstanding performance in their field, courting controversy, pioneering a path for rest of the profession, or simply being at the centre of things. Let’s remember: winning the game is not the be all and end all; it’s the style, poise, and class with which you play that counts 30
Asian Legal Business ISSUE 10.9
THE RAINMAKERS:
FEATURE | ALB Hot 100 >>
Name: Robert Amsterdam Title: Founding partner Firm: Amsterdam & Peroff Location: Canada
Technically brilliant and blessed with bountiful PR savvy, these are the lawyers who have led their practice groups on some of the year’s most outstanding transactions, cases and deals
Name: Al Gore Title: Climate change crusader Location: US
Why hot: Former US vice president and climate change crusader Al Gore merits inclusion in this year’s Hot 100 for his challenge to lawyers attending this year’s IPBA annual conference in Singapore to have the ‘moral courage’ to fight against global warming. In Gore’s keynote address he said: “When the mountain glaciers are gone and there’s climatic chaos, the next generation of ours will be asking ‘What were you thinking? Didn’t you have any lawyers?’” Gore has been campaigning tirelessly to ensure that climate change issues find a ‘happy ending’.
Name: Luke Shin Title: Foreign lawyer Firm: Kim & Chang Location: Korea
Why hot: Akai again took out the International Dealmaker of the Year award at the ALB Japan Law Awards 2010 for his counsel on some of 2009’s largest transactions, including both the Nikko Asset Management & Nikko Citi Trust Sale and the PanasonicSanyo Electric merger – both joint winners of the M&A Deal of the Year.
Why hot: One of the most soughtafter foreign attorneys in Korea, Shin is noted for his expert US law advice on some of the country’s largest transactions. Over the past 18 months, he has advised on a number of capital markets, M&A deals and corporate deals, in addition to providing advice on antitrust and competition law issues.
Name: Tuti Dewi Hadinoto Title: Co-founding partner Firm: Hadiputranto, Hadinoto & Partners Location: Indonesia Why hot: Head of the Baker & McKenzie member firm’s capital markets and M&A practice groups, Hadinoto has worked on some of the country’s largest deals of the past year, including the Northstar Restructuring and the Republic of Indonesia USD sukuk. These deals ensured the firm retained its hold over the Indonesian Deal Firm of the Year award at the ALB SE Asia Law Awards 2010.
www.legalbusinessonline.com
THE STRATEGISTS:
Name: Izumi Akai Title: Co-head of Japan practice Firm: Sullivan & Cromwell Location: Japan
Foresight, business acumen and a measure of cunning are the traits of lawyers in this category. Meet the names behind some of the watershed events in the industry this year
Name: Rupert Li Title: International managing partner Firm: King & Wood Location: China Why hot: To say that Li’s defection from Clifford Chance to King & Wood turned heads would be an understatement. The man who was lead partner on deals such as the proposed Chinalco-Rio Tinto merger cited the difficulties that foreign law firms face in terms of growing their mainland presence as the main trigger behind his move. Will even more now follow his lead?
Why hot: Retained by ousted Thai Prime Minister Thaksin Shinawatra to “restore democracy” in the troubled Kingdom, Amsterdam & Peroff played a key role in supporting the ‘red shirt’ movement in Thailand. The firm has made a name for itself handling complex multi-jurisdictional litigation, commercial arbitration and political advocacy in trying emerging markets. Past clients include Singapore’s Dr Chee Soon Juan and Nigeria’s former minister of Abuja, Nasir El-Rufai.
Name: Peck Jong Kwan Title: Partner Firm: Lee & Ko Location: Korea Why hot: Peck was Lee & Ko’s lead lawyer on what is being dubbed the ‘deal of the century’ − the US$40bn successful bid by a KEPCO-led consortium to deliver four 1400MW reactors to the Emirates Nuclear Energy Corporation by 2020. Lee & Ko was sole counsel to the KEPCO consortium on the deal, which could see the company dominate the industry in the years ahead.
Name: Toru Ishiguro Title: Of counsel Firm: Mori Hamada & Matsumoto Location: Japan
Name: Loh Mei Mei Title: Partner Firm: Zul Rafique & partners Location: Malaysia
Why hot: The charismatic and urbane Ishiguro was rewarded for his counsel on some of the country’s largest deals by taking home the award for Japanese Dealmaker of the Year at the ALB Japan Law Awards 2010. Ishiguro’s Mori & Hamada played a role on most of winning deals, including the Equity Market Deal of the Year, the M&A Deals of the Year, the TMT Deal of the Year and the Japanese Deal of the Year.
Why hot: Believed to be one of the finest dealmakers in the Malaysian legal services market, Loh worked on some of the firm’s largest and most prominent deals over the last 12 months, including the Petronas Jumbo sukuk and many more. The impressive mandates that the firm worked on in 2009 saw it take home the coveted Malaysian Deal Firm of the Year award at the ALB SE Asia Law Awards 2010.
Name: Nick Gall Title: Managing partner Firm: Gall Location: Hong Kong
Name: Alka Bharucha Title: Co-managing partner Firm: Bharucha & Partners Location: India
Name: Alastair Da Costa Title: Managing partner, Asia Firm: DLA Piper Location: Hong Kong
Why hot: One of the most respected names on the dispute resolution scene in Hong Kong, Gall and his eponymously named firm continue to go from strength to strength. The firm’s model, which is premised on handling contentious conflict work, proved immensely successful and lays out a blueprint for other law firms looking to do the same.
Why hot: After departing Amarchand & Mangaldas two years ago, the husband and wife team of Elka & MP Bharucha have developed their firm into one of the country’s most exciting mid-sized firms. With an impressive number of mandates, the firm plans to expand its headcount aggressively over the next year, and has just taken up new office space in Mumbai.
Why hot: Although the firm’s financials took a battering almost everywhere across the globe during the GFC, Asia told a different story. Under Da Costa’s leadership, the firm saw a 21% improvement on its revenues, taking in close to US$86m.
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Offshore optimism: Walkers reshuffles
Pinsent Masons MPillay: A new breed of joint venture?
FEATURE | ALB Hot 100 >>
Name: Rohit Kochhar Title: Chairman & managing director Firm: Kochhar & Co Location: India
Name: Vincent Connor Title: Managing partner Asia Firm: Pinsent Masons Location: Hong Kong
Name: Mohan Pillay Title: Managing partner Firm: Pinsent Masons MPillay Location: Singapore
Why hot: When the two announced that they were formalising their defacto relationship by entering in a joint law venture, few were surprised. But many were taken aback by the depth of the ties between the two firms. As part of the alliance, Mohan Pillay will become a partner at Pinsent Masons, while MPillay equity partner Chris Chong will become a consultant at the UK firm. The model may just reinvigorate the flagging JLV model
Antipodean adventurers: Aussie & Kiwi firms scale the North Face
Why hot: One of the first law firms to be listed on a stock exchange, ILH saw a 44% increase in net after-tax profit for FY2010 – in the black by A$853,000. Fowler predicts more of the same for the year ahead. The company declared fully franked dividends of 0.75 cents per share for FY2010, having paid an interim dividend of 0.25 cents fully franked in April 2010.
Name: Azmi Mohd Ali Title: Managing partner Firm: Azmi & Associates Location: Malaysia Why hot: In a legal services market which tends to be more insular than international, Azmi has broken the mold. Earlier this year, the firm not only announced the launch of a dedicated China desk, but also that it had struck a strategic alliance with local PRC firm Zhong Yin to collaborate on the burgeoning levels of two-way investment between Malaysia and China.
Name: Michael Aldrich Title: Resident partner Firm: Hogan Lovells Location: Mongolia Why hot: Aldrich has been on secondment with local Mongolian law firm GTs Advocates for the last two years and will now become the firm’s resident partner after the two firms sealed an alliance agreement. The arrangement means Hogans Lovells is the only international player with a presence in the natural resources-rich central Asian state.
Name: Carol Hall Title: Hong Kong managing partner Firm: Walkers Location: Hong Kong
Name: Guy Locke Title: Managing partner, Asia Firm: Walkers Location: Hong Kong
Why hot: The departure of Hugh O’Loughlin to the firm’s Jersey office has seen offshore player Walkers reshuffle its Asian management. As part of this process, Locke, formerly head of the firm’s insolvency and corporate recovery group, was elevated to the flagship role of Asia managing partner, while Hall, current head of investment funds in Hong Kong, was made head of the firm’s sizeable office.
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Name: Graeme Fowler Title: Managing director Firm: Integrated Legal Holdings Location: Australia
Why hot: Kochhar remains the only practicing lawyer to have been awarded the Rajiv Gandhi Award for “Young Acheiver & Entreprenuer” – evidence, according to many, that he possesses a level of business acumen that few MPs in India can match. Under his leadership, the firm struck a tripartite alliance with Saudi firm Dr Khalid Alnowaiser and UAE-based MIO Advocates. Expect the firm to announce a similar arrangement with a Kuwait law firm shortly.
Name: Ian Williams Title: Partner Firm: Blake Dawson Location: Australia
Name: Natsuko Ogawa Title: Tokyo office head Firm: Blake Dawson Location: Japan
Why hot: In opening an office in Japan, Blake Dawson became the first Australian law firm to enter the Japanese legal services market. The office, which will focus on assisting Japanese clients in their investments in Australia and southeast Asia, will be led by Asia international partner Natsuko Ogawa and former Australian international rugby player Ian Williams.
Name: Wang Ling Title: Managing partner Firm: King & Wood Location: China
Name: Saori Okada Title: Partner Firm: Nishimura & Asahi Location: Beijing
Why hot: The recipient of the ‘Managing Partner of the Year’ award at the ALB China Law Awards 2010, Wang Ling has enjoyed a recent period that has been immensely successful for her firm. In addition to acting on a number of high-profile deals, the firm secured antitrust approvals for the Pfizer-Wyeth and Fiat-Chrysler mergers in addition to advising on the contentious Wahaha Danone settlement.
Why hot: Okada is charged with anchoring Nishimura’s first overseas office after the firm opened in Beijing earlier this year. The firm also established an alliance with fellow Japanese firm Sogyu Uryu & Itoga in December 2009.
Name: Quentin Lowcay Title: Abu Dhabi office head Firm: Kensington Swan Location: Middle East
Name: Glenn Haley Title: Managing partner Firm: Haley & Co in association with Clayton Utz Location: Hong Kong
Name: Colin Dodd Title: Partner Firm: Haley & Co in association with Clayton Utz Location: Hong Kong
Why hot: Exhibiting the same spirit for expansion as its Aussie counterpart Blake Dawson, Kiwi firm Kensington Swan became the first NZ firm to enter the Middle East. The office, which will be manned by four lawyers in addition to Lowcay, will target government mandates as well as private clients and outbound work into Australasia.
Why hot: When the firm opened in Hong Kong, Clayton Utz’s then chief executive partner was forced to defend the move in the face of criticism that it represented a ‘strategic u-turn’ given that the firm had resisted international expansion for the longest time. But in Haley and Dodd, the firm has the manpower to make the venture a successful one. Haley comes to the firm from local outfit Deacons, where he was that firm’s head of disputes. Dodd has also been based in Hong Kong for a number of years. It is worth noting that as Clayton Utz takes its first baby-steps into Asia, its Australian counterpart Mallesons is celebrating the 20th birthday of its Hong Kong office.
Asian Legal Business ISSUE 10.9
FEATURE | ALB Hot 100 >>
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FEATURE | ALB Hot 100 >>
Name: Tony Holland Title: Chief executive Firm: DLA Phillips Fox Location: Sydney Name: Crispin Rapinet Title: Asia and Middle East regional managing partner Firm: Hogan Lovells Location: England
Name: Thomas Brown Title: Managing partner Asia Firm: Allen & Overy Location: Hong Kong
Why hot: Whether the firm’s decision to open offices in Australia is prudent is under debate, but the fact is that it is the first and only Asia law firm to open in Sydney and Melbourne. The last few years have been marked by the inexorable decline of the firm as a force in the Malaysian legal services market and the failure of its Middle East experiment.
Why hot: Appointed to the firm’s international management council, Rapinet will be responsible for driving strategic direction and managing all operations including client and business development, financial and operational affairs, implementation of firm policies, practice management and expansion and regional management and expansion
Why hot: It has been an eventful 12 months for Allen & Overy in the region. Under Brown’s guidance the Magic Circle firm made the unprecedented move of opening offices in Sydney and Perth, expanded its South-East Asian footprint by opening in Indonesia through an associate firm, and posted better than expected financials for the last FY.
Name: Manoj Sandrasegara Title: Partner Firm: WongPartnership Location: Singapore
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Why hot: It’s been a longer 18 months for Tony Holland than it has been for most other lawyers across the region. Holland joined DLA Piper from Mallesons in 2008 and was installed as the firm’s Dubai managing partner. What ensued was, to put it lightly, an annus horribilus in which the firm rapidly lost close to 30% of its headcount in Dubai through layoffs and poor revenue figures. Last year, Holland left the Gulf bound for the firm’s Australasia alliance partner, DLA Phillips Fox, where he no doubt hopes that going will be a little easier.
DFDL Mekong: An ASEAN heavyweight in the making?
Name: Dato’ Dr Nik Norzrul Thani Title: Chairman Firm: Zaid Ibrahim & Co Location: Malaysia
Why hot: Sandrasegara departed Drew & Napier for fellow ‘big four’ player WongPartnership earlier this month after 17 years with the firm The move, which is surely one of the Lion City’s most high-profile lateral moves in recent memory, is sure to send shockwaves through Drew & Napier. Not only have they lost a partner to a fierce rival but they will also have to do without Sandrasegara’s insolvency & restructuring prowess. In joining WongPartnership, Sandrasegara will also be able to link up with his older brother, Dilhan, before the latter heads off to take up an executive position with Temasek (see p42 for more).
Why hot: The past year saw tremendous growth for this upand-coming Indian law firm. Under Shah’s astute guidance, the firm, which enjoys a preferential referral arrangement with Pinsent Masons, saw its revenues and headcount swell by more than 40% on the back of strong demand in its core areas of taxation, commercial and regulatory work.
Name: Sergio Sanchez Sole Title: Head of India desk Firm: Garrigues Location: Spain
Name: Ahmed Anani Title: Partner Firm: Latham & Watkins Location: Doha
Name: Audrey Sokoloff Title: Joint managing partner, Asia Firm: Skadden Location: Japan
Name: Robin Li Title: Managing partner Firm: Li & Partners Location: Hong Kong
Name: Kirtee Kapoor Title: Partner & head of India practice Firm: Davis Polk Location: Hong Kong
Why hot: Garrigues became the first major Spanish firm to outline its desire to capture a share of the rapidly-growing Indian legal services market after announcing a non-exclusive tie up with Indian law firm Dua Associates. The arrangement is the first of its kind between a Spanish and Indian law firm and gives the Spanish giant a clear edge of its competitors.
Why hot: Lateral hires don’t come much bigger in the Gulf than an Al Tamimi office head, and in Ahmed Anani, formerly head of the Gulf heavyweight’s Qatar office, Lathams have pulled off something of a coup. Anani, whose move is still subject to regulatory approvals, will join Lathams later this year as a partner in its corporate practice.
Why hot: Managing partner of the firm’s Tokyo office for the last two years, Sokoloff was elevated to the top regional position earlier this year where she will join Alan Schiffman. The pair are charged with the task of integrating the firm’s Asian operations more closely with its other international offices.
Why hot: Li’s firm is the first Hong Kong law firm established by a PRC lawyer. Li himself is admitted to practice in Hong Kong, the US and UK and is known for his expertise in assisting PRC and Hong Kong corporations to list on the HKex and raise funds through the capital markets
Why hot: Considered to be on the firm’s brightest stars, Kapoor’s networks and contacts in the subcontinent run deep despite his relatively tender age. Over the past year, Kapoor has acted on such deals as Reliance IndustriesReliance Petroleum US$1.7bn merger, ICICI Bank’s US$750m bond offering as well as Morgan Stanley Infrastructure Partners’ investment in Asian Genco. Watch for the US firm’s India practice to really take off in the year ahead under Kapoor’s guidance.
Name: Rohan Pradeep Shah Title: Managing partner Firm: Economic Laws Practice Location: India
Name: David Doran Title: Partner & chairman Firm: DFDL Mekong Location: Thailand
Name: Marcus Collins Title: Partner Firm: DFDL Mekong Location: Thailand
Why hot: While the legal world was focusing on the highly publicised mergers between Norton Rose and Deacons, and Lovells and Hogan & Hartson, two smaller firms in South-East Asia were finalising the terms of their own union. Indochina law firm DFDL Mekong finalised its merger with Bangkok-based McEvily & Collins in January, and while not exactly on the scale of a global merger, after subsuming the McEvily & Collins brand in Thailand, the law firm nevertheless gained a new office in Phuket, two new partners and 15 lawyers. It now has 90 lawyers and professionals across eight offices. With offices in Cambodia, Laos, Vietnam, Thailand and Myanmar, DFDL is well on its way to becoming the first truly pan-ASEAN law firm. Will their example be followed?
Asian Legal Business ISSUE 10.9
Firm Profile FEATURE | ALB Hot 100 >>
Mori Hamada & Matsumoto
Civil Sanctions for Misstatement of Disclosure Documents in Japan: Imminent Supreme Court Judgment
T
If the fact of misstatement is publicized by the issuer or someone who has authority pursuant to Japan’s laws and regulations, the plaintiff can make use of the statutory “presumption of damage amount”. The presumed amount of damage is the deference between onemonth average of market price before and after publication date.
of an immediate share price drop from around JPY 700 to 100. Numerous Japanese institutional investors who suffered damage filed suites against Livedoor. Institutional investors who filed suites against Livedoor through trust banks include Public Pension Funds (Government Pension Investment Fund and most of the major public pension funds), Major Financial Institutions (Japan Post Insurance, Japan Post Bank, major insurance company) and Mutual Funds. The amount of claim filed by investors who purchased Livedoor shares through primary and secondary market is assumed to be around 78 billion JPY compared with Livedoor’s Consolidated Net Asset 194 billion JPY. As to Individual Investors’ suites including more than 3000 individual plaintiffs, in June 2009, Tokyo District Court rendered a judgment of (i) 67% reduction of presumed damage amount and (ii) 7.3 billion JPY of damage to be paid to individual investors (claimed damage amount was 23 billion JPY). As to the suites concerning Institutional Investors including Public Pension Funds and Major Financial Institutions as plaintiffs who are represented by Mori, Hamada & Matsumoto, in June 2008, Tokyo District Court rendered a judgment of (i) 30% reduction of presumed damage amount and (ii) allowed 9.5 billion JPY of damage (claimed damage amount was 10.9 billion JPY). Livedoor appealed and in December 2009, Tokyo High Court rendered a judgment of (i) 10% reduction of presumed damage amount and (ii) increased the damage amount up to 9.9 billion JPY. Livedoor appealed and the Supreme Court is expected to render judgment soon.
(4) Reduction of Presumed Damage Amount
3 Implications (1) Investors who suffered damage
The defendant may ask for reduction of the presumed damage amount by establishing that the fall in share price resulted, in whole or in part, from any cause other than the publication of the fact of the misstatement. Where the presumed damage amount is reduced, the court shall order the defendant to pay the investor the lesser of the reduced presumed damage amount and the ceiling amount.
After the enactment of Article 21-2, the legal situation changed and it became much easier for investors to recover damage caused by material misstatement. This change will give some impact on fiduciary investors because once a material misstatement of a portfolio company is publicized and some investors file suites, other investors who owe a fiduciary duty will likely take the same action to protect the interests of beneficiaries such as pensioners, beneficiaries of mutual funds and insurance, and shareholders. In such a case the fiduciary investors should carefully prepare for the litigation because
he first case testing Article 21-2 of Financial Instruments and Exchange Law is currently on trial in the Supreme Court of Japan. This is the Livedoor Case. The Supreme Court is expected to render judgment soon and it will have substantial and important impact on various investors including buyers seeking M&A opportunities.
1 Outline of Article 21-2 Article 21-2 was enacted recently to reduce the difficulty faced by investors who suffered loss caused by material misstatement of disclosure documents in claiming damages from the issuer.
(1) Plaintiff
Plaintiff is an investor who purchased securities in the market during the period of material misstatement. The issuer’s liability is strict liability and a “no-fault” defense is therefore not available under the law.
(2) Ceiling of Damage Amount Article 21-2 imposes a ceiling for the measure of damages. The ceiling is the purchase price less the sale price after public notification of the misstatement.
(3) Presumption of Damage Amount
2 The Livedoor Case In January 2006 the fact of material misstatements in Livedoor’s past disclosure documents was publicized with the result www.legalbusinessonline.com www.legalbusinessonline.com
Hisao Saito
the choice of legal strategy may result in a substantial difference of judgment including a difference of reduction rate. In addition the time necessary for the suite does not necessarily work against the plaintiff because 5% of statutory interest is accrued until the defendant pays the damage amount.
(2) Investors seeking new investment opportunities After the publication of a past material misstatement by a listed company, the share price may as a result drop drastically leading to investment opportunities for potential new investors. Nevertheless potential investors will need to carefully estimate (i) the amount of damage, including the expected accrued interest, (ii) possibility of delisting, administrative and criminal sanctions, and (iii) the certainty of separation of contingent liabilities in case of investment in subsidiaries. Both investors who suffered damages and those seeking new investment opportunities in the situation of publication of past material misstatement will need to carefully evaluate the legal impact caused by the Article 21-2 considering the imminent judgment to be rendered by the Supreme Court in the Livedoor case.
Hisao Saito, partner Mori Hamada & Matsumoto tel: 81 3 6212 8336 (direct) fax: 81 3 6212 8236 email: hisao.saito@mhmjapan.com
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Moving in-house, back into private practice, joining the competition or just generally on the way up? Here are some of the more remarkable appointments of the past 12 months
Name: Justin Davidson Title: Partner Firm: Norton Rose Location: Hong Kong
Name: John Savage Title: Partner Firm: King & Spalding Location: Singapore
Name: Andrew Lui Title: Partner Firm: Lister Swartz in assoc with Edwards Angel Palmer & Dodge Location: Hong Kong
Name: Denis Brock Title: Partner Firm: Mallesons Stephen Jaques Location: Hong Kong
Why hot: Savage traded life at Shearman & Sterling as vice-chair of international arbitration and head of Asia disputes to help anchor King & Spalding’s new Singapore office. Savage is a dispute resolution lawyer of some repute in the Lion Nation and will be a key member of the firm’s office.
Why hot: After being handpicked by Salans to launch their Hong Kong office only a year ago, Lui jumped ship to the Hong Kong associated office of Edwards Angell Palmer & Dodge and in doing so became that firm’s third Hong Kong-based partner .
Why hot: While Denis Brock’s move from the London office of Clifford Chance to the Hong Kong office of Mallesons is most certainly the ‘coup’ that Robert Milner described it as − Brock is one of the most experienced of the Magic Circle firm’s litigators and boasts plenty of Asia experience − one can’t help feeling there is more to this appointment then meets the eye.
Name: Gigi Cheah Title: Partner Firm: Norton Rose Location: Hong Kong
Name: Daniel Ginting Title: Partner Firm: Daniel Ginting Law Firm Location: Indonesia
Name: Thomas Albrecht Title: Asia-Pacific managing partner Firm: Sidley Austin Location: Hong Kong
Name: Daren FitzGerald Title: Partner Company: Salans Location: Hong Kong
Why hot: Picked to lead Allen & Overy’s Jakarta presence, the former Baker & McKenzie (Hadiputranto, Hadinoto & Partners) energy, infrastructure & projects partner will be hoping to consolidate the Magic Circle firm’s already strong position in the archipelago.
Why hot: Albrecht was appointed to the firm’s top Asia post earlier this year following the retirement of long-time incumbent William Fifield, who will return to the firm’s Dallas office. Albrecht will preside over what many are tipping to be a period of tremendous growth for the firm in the region, including adding to its six Asian offices.
Why hot: The former head of Bird & Bird’s Asia disputes and employment law practices jumped to Salans earlier this year. FitzGerald has over 15 years experience in these areas of practice and his appointment is opportunely timed− employment-related PRC work is expect to increase exponentially in the year ahead.
Why hot: The former co-heads of DLA Piper’s Asia TMT/IP practice tread a wellworn path by leaving that firm earlier this year for the rapidly-growing Norton Rose. Cheah is a non-contentious IP lawyer who specialises in outsourcing and life sciences, while Davidson is considered a leader in IP transaction work. Together they have worked for clients such as GE Money, Boeing and Accenture.
Name: Simon Powell Title: Partner Firm: Latham & Watkins Location: Hong Kong Why hot: Handpicked by Lathams to build their disputes practice in the region, the former Jones Day lawyer is considered one of the most well-rounded litigators in the market. Powell was most recently special litigation counsel to the Lehman estate in connection with its bankruptcy proceedings.
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A new offshore player bursts onto the scene
THE MOVERS & SHAKERS
FEATURE | ALB Hot 100 >>
Name: Harriet Unger Title: Partner Company: Thorp Alberga Location: Hong Kong
Name: Richard Thorp Title: Partner Company: Thorp Alberga Location: Hong Kong
Name: Everton Robertson Title: Partner Company: Thorp Alberga Location: Hong Kong
Why hot: Unger and Thorp head up the recently opened Hong Kong office of offshore boutique Thorp Alberga. The former Maples and Calder partners will be responsible for building the firm’s client base in the region and will be looking to new star recruit Everton Robertson to play a role in the process. Robertson joined the firm from the Hong Kong office of offshore rival Walkers earlier this year.
Asian Legal Business ISSUE 10.9
Name: Rocky Lee Title: Managing partner- Asia Company: Cadwalader Wickersham & Taft Location: China
Name: Nguyen Thi Hong Anh Title: Partner Firm: Indochine Counsel Location: Vietnam
Why hot: Another partner to depart DLA Piper over the last 12 months, Lee’s move was certainly a step up joining US firm Cadwalader Wickersham & Taft as its managing partner for Asia. While the move is s prudent one for Lee, the same can also be said for the firm. Lee is widely regarded as one of the foremost venture capital and private equity lawyers in China.
Why hot: Nguyen became fastgrowing firm Indochine’s fifth partner−and importantly, its first female one –after her promotion earlier this year. Nguyen has led the firm’s IP & technology practice since its creation in 2007.
India’s AZB: Set to break Amarchand’s Indian monopoly?
FEATURE | ALB Hot 100 >>
Name: Abhijit Joshi Title: Co- managing partner Firm: AZB & Partners Location: India
Name: Zia Mody Title: Co-managing partner Firm: AZB & Partners Location: India
Name: Bahram Vakil Title: Co-managing partner Firm: AZB & Partners Location: India
Why hot: Collectively, the three lawyers are the ‘A’ (Abhijit Joshi), ‘Z’ (Zia Mody) and ‘B’ (Bahram Vakil) of AZB and define the very essence of this firm. Their rainmaking skills and deep connections in the subcontinent and across the globe catapulted this firm from relatively obscurity only a few years ago to one of the most formidable firms in India. Clifford Chance’s Indian ‘best friend’ has secured some memorable mandates over the past 12 months including UAE-based telecom service provider Etisalat on its US$900m acquisition of a stake in the newly licensed Indian operator Swan Telecom as well as a on the Indian government disinvestment deals. The firm’s market-leading position was perfectly exemplified by the fact that it topped M&A league tables for the first half of 2010, closing 38 deals with a total value of US$16.6bn.
Check out this and many other ALB surveys and rankings at www.legalbusinessonline.com
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Old faces, new name
the past and present of linklaters
FEATURE | ALB Hot 100 >>
Name: Marc Harvey Title: Global head of litigation Firm: Linklaters Location: Hong Kong
Name: Stuart Salt Title: Asia managing partner Firm: Linklaters Location: Hong Kong
Name: Zili Shao Title: Chairman & CEO Company: JP Morgan China Location: China
Name: Kelly Austin Title: Hong Kong managing partner Firm: Gibson Dunn & Crutcher Location: Hong Kong
Name: Joycia Young Title: Partner Firm: Clyde & Co Location: Middle East
Why hot: So important was Austin to the firm’s plans in Hong Kong that global managing partner Ken Doran implied that had Gibson Dunn not been able to tempt her away from her in-house position at GE they might not have opened in Hong Kong. Austin is known to have run a world-class compliance program while in-house and will be called on to help companies devise their own sysytems in her new role.
Why hot: Anyone who chose to leave the Middle East offices of DLA Piper over the last 18 months almost merits automatic inclusion in our Hot100 – such was the deeply troubled nature of the firm’s existence in the Gulf during the GFC. Young was DLA’s head of IP for the Middle East, South Asia and Africa and will work on broadening Clyde’s franchising offering in the region.
Why hot: The departure of two Asia managing partners within 12 months caused a management reshuffle like no other within the Asia operation of the magic circle firm. First, Giles White left the post to join Linklaters’ long-time client Jardine Matheson, and then only a little more then six months later White’s replacement, Zili Shao, vacated the position to lead JPMorgan’s China operations. The result of this managerial merry-go-round was the appointment of then EMENA managing partner, Stuart Salt, to fill the void. Although unrelated to this management reshuffle, Marc Harvey’s elevation to global head of litigation is just as important. It marks the first time that the firm has entrusted the post to a lawyer based outside the UK.
Name: Rod Howell Title: Partner Firm: Allens Arthur Robinson Location: Singapore Why hot: A partner-level lateral hire from Clifford Chance, Howell’s arrival is crucial both in AAR’s wish to build its energy credentials in southeast Asia and the firm’s ties with its Singapore joint law venture partner TSMP Law Corporation. Name: Mark Cohen Title: Director for international IP Company: Microsoft Location: China
Name: Latiff Ibrahim Title: Co-founding director Firm: Inca Law Location: Singapore
Name: Shashi Nathan Title: Co-founding director Firm: Inca Law Location: Singapore
Name: Lynette Chew Title: Co-founding director Firm: Inca Law Location: Singapore
Name: Kelvin Aw Title: Co-founding director Firm: Inca Law Location: Singapore
No space in the Inn: Hogan Lovells want-aways
Why hot: After a highly publicized split from Harry Elias Partnership, the four lawyers led by the firm’s former managing partner, Latiff Ibrahim, splintered off to establish their own boutique practice named Inca Law− the initials of the four founding directors of the firm. After a period of working from home, in the offices of clients and wherever they could find a spare desk with a phone and an internet connection, the lawyers have finally settled down in their new home in the heart of Raffles Place.
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Why hot: The former Jones Day counsel and senior IP attaché at the US Embassy in Beijing was appointed the computing and software giant’s global director of IP earlier this year.
Name: Andrew Watson Title: Co-head of Middle East practice Firm: WongPartnership Location: Middle East Why hot: In what was arguably one of the most high-profile lateral hires of the past 12 months, Singapore firm WongPartnership secured the services of former Clyde & Co and Denton Wilde Sapte partner Andrew Watson to serve as co-head of its Middle East practice. Watson will be responsible for expanding the firm’s Gulf offering beyond construction and corporate advisory areas. He will sit within the firm’s IP and media technology practice.
Name: Roger Peng Title: Partner Firm: Paul Hastings Location: China
Name: Robert Lewis Title: Partner Firm: Allbright Location: China
Name: Gordon Ng Title: Partner Firm: O’Melveny & Myers Location: Hong Kong
Name: Arthur Mok Title: Partner Firm: Ropes & Gray Location: China
Why hot: One of the most talked about law firm mergers in recent memory was finally consummated this year with Hogan & Hartson and Lovells becoming Hogan Lovells, but the move was a costly one for some senior lawyers at the firms. Robert Lewis, Lovells’ former Beijing managing partner, quit the firm to join local outfit Allbright as a senior international legal consultant. Although the loss of a managing partner of the caliber of Lewis is most certainly a body-blow for the newly formed alliance, it should be noted that his departure was considered somewhat imminent. As one source close to ALB noted: “It’s a loss, but we could see that it was going to happen given Robert’s missionary-like zeal to help develop the local legal market in China.” The rationale belying Lewis’ move nevertheless is fine food for thought for anyone interested in how the market will develop over the next few years. The reasons behind two similar departures are perhaps just as clear. In an e-mail to clients, Hogan & Hartson’s former Hong Kong managing partner Gordon Ng announced that his eponymously named firm had terminated its alliance with Hogans and would instead be joining forces with O’Melveny & Myers. “Effective 1st May 2010, Hogan & Hartson will change its name back to Gordon Ng & Co and we will commence an association with O’Melveny & Myers. Our relationship with you remains unchanged,” the email read. Hogan & Hartson ‘localised’ its Hong Kong operations midway through last year (allowing it to practice Hong Kong law under the name Hogan & Hartson), suggesting perhaps that Gordon Ng & Co’s days as Hogans’ Hong Kong ally – regardless of the latter’s merger with Lovells – were already numbered. Connected to Hogans’ Hong Kong localisation was a reshuffling of its management on the Mainland that saw some high-profile partners frozen out of the firm’s ruling cadre. One of these was Arthur Mok, who although installed as Hogans’ Shanghai managing partner was overlooked for the Greater China leadership role, which was jointly filled by the long-serving Jun Wei and Steven Robinson. In this context, Mok’s departure to Ropes & Gray is also not surprising, given the firm’s ambitious expansion plans in China and the role that had been outlined for Mok in them. Similarly, the departure of Roger Peng was also written on the wall although he was the Hogan & Hartson’s Beijing managing partner.
Name: Alan Kitchin Title: Partner Firm: Clifford Chance Location: Japan Why hot: While Kitchin has been in the news for all the wrong reasons lately, the founder and former managing partner of Ashurst’s Tokyo office defected to UK rival Clifford Chance earlier this year to head up the firm’s corporate and projects practice. Widely regarded as one of the most knowledgeable senior lawyers in the market, Kitchin’s capture was both a coup for Clifford Chance and a blow for Ashurst.
Asian Legal Business ISSUE 10.9
FEATURE | ALB Hot 100 >>
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Four of the best: Singapore’s new senior counsel
K&L Gates – the fastest growing law firm in Asia for 2010?
The foreign contingent
FEATURE | ALB Hot 100 >>
Name: Vassili Moussis Title: Foreign lawyer Firm: Anderson Mori & Tomotsune Location: Japan
Name: Steve Jacobs Title: Foreign lawyer Firm: Indochine Counsel Location: Vietnam
Why hot: The multi-lingual Moussis was one of a number of foreign lawyers to join the ranks of Japanese and Korean firms over the past year. Moussis, who specializes in EU legal advisory, is a member of the firm’s anti trust & competition practice.
Why hot: Jacobs joined Indochine late last year to boost the firms capabilities in M&A and equityrelated transactions. US-qualified, Jacobs’ input will prove crucial as the US government steps up trade relief against the Vietnam. Jacobs will also no doubt play a role in educating and helping to cultivate the firm’s younger lawyers.
Name: Michael Pollen Title: Partner Firm: K & L Gates Location: Singapore
Name: Christopher Tung Title: Partner Firm: K&L Gates Location: Hong Kong
Name: Ben Hughes Title: Co-chair of International disputes group Firm: Shin & Kim Location: Korea Why hot: Shin & Kim poached Hughes late last year from US giant Shearman & Sterling to launch its international dispute resolution group along with the firm’s chairman, Kim Beomsu. Since launching the group, the firm has eaten away at the market share of other large firms in the country.
Name: Rajah Bose Title: Partner Firm: K&L Gates Location: Singapore
Name: Sundaresh Menon Title: Managing partner Firm: Rajah & Tan Location: Singapore
Name: Kay-Ian Ng Title: Hong Kong managing partner Firm: Freshfields Location: Hong Kong
Why hot: Menon will step down from the top post at Rajah & Tan later this year to take up a different kind of top post, as Singapore’s attorney general. Menon replaces Walter Woon who leaves to rejoin the faculty of Law at the National University of Singapore.
Why hot: Capital markets partner Ng was elevated to the Hong Kong office head position earlier this year following the retirement of Clive Rough from Freshfields’ partnership. Ng, who is also global co-head of the firm’s capital markets practice, will be eager to position the firm as counsel of choice on Hong Kong listings in the year ahead.
Name: Paul de Cordover Title: Partner Firm: K&L Gates Location: Middle East
Name: Royce Miller Title: Partner Firm: Freshfields Location: Hong Kong
Why hot: Few international law firms have been able to keep up with K&L Gates this year. The firm has made more lateral hires across its Asia offices than any other international law firm, but it’s not just about the quantity. A look at who the firm has brought on board reveals that quality is the most important factor. Chris Tung, widely regarded as one of Mallesons brightest stars, came on board in the firm’s Hong Kong office while fellow dispute resolution lawyer Michael Pollen joined the firm’s Singapore office from DLA Piper. The astute Rajah Bose also joined in Singapore from Watson Farley Williams. In Paul De Cordover the firm not only secured the services of a practitioner who has both an intimate understanding of the Gulf legal services market and extremely deep connections, but also someone who has been through the process of building a presence in the Middle East from scratch. De Cordover was formerly the head of Ashursts’ practice in Dubai and is widely credited with spearheading that firm’s launch in Dubai and Abu Dhabi.
Name: Stanley Lai Tze Chang Title: Partner Firm: Allen & Gledhill Location: Singapore
Name: Jennifer Marie Company: Singapore Attorney Generals Chambers Location: Singapore
Name: George Lim Teong Jin Title: Partner Firm: Wee Tay & Lim Location: Singapore
Name: Andre Francis Maniam Title: Partner Firm: WongPartnership Location: Singapore
Why hot: The commencement of a new legal year brought with it the appointment of four new senior counsel in Singapore. Singapore first introduced the senior counsel scheme in 1997 to recognise the country’s best advocates. Since its introduction, 58 senior counsels have been appointed and another five hold this appointment ex officio. Senior counsels are chosen by the Senior Counsel Selection Committee, comprising Chief Justice Chan Sek Keong, the Attorney-General Professor Walter Woon and the Judges of Appeal, and are chosen on the basis of their ability, standing at the bar or special knowledge or experience in law. They are required to demonstrate contributions to the law in the form of academic teaching, writing and research, and to the institutions of continuing legal education.
Image: Singapore Academy of Law
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Why hot: After over 15 years working in-house for Citigroup (including time as the managing director and general counsel of its Asia-Pacific Institutional clients group) Miller was successfully lured by Freshfields’ corporate practice.
Name: Michelle Taylor Title: Head of China practice Firm: Orrick Location: Hong Kong Why hot: Regarded as one of the most astute structured finance practitioners in Asia, Taylor was named head of the US firm’s China practice earlier this year. She replaced James Tervo in the top post after he relocated to the firm’s San Francisco office. In her leadership role, Taylor will oversee close to 100 lawyers across three Greater China offices.
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FEATURE | ALB Hot 100 >>
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THE STATESMEN:
FEATURE | ALB Hot 100 >>
With gusto, gravitas and a touch of charisma, these are the men and women who have made their mark by leading their firms/companies and practice groups through the financial crisis
Name: Rafael Morales Title: Managing partner Firm: SyCip Salazar Hernandez & Gaitmatan Location: Philippines
Name: Dilhan Pillay Sandrasegara Title: Managing partner Firm: WongPartnership Location: Singapore
Name: Huen Wong Title: Managing partner Asia Firm: Fried Frank Location: Hong Kong
Why hot: His election as managing partner of one of the country’s leading law firms caps an illustrious career for the affable Morales. In addition to lecturing at numerous law schools in the Philippines and Australia, Morales was a past president of the IPBA.
Why hot: Pillay might still be WongPartnership’s MP, but come October 2010, he will join Singapore sovereign wealth fund, Temasek, as its head of portfolio management. He played a role in cementing the firm as one of the strongest players in Singapore, and took out the inaugural Managing Partner of the Year award at the 2010 ALB SE Asia Law Awards.
Why hot: Not only is Wong the managing partner for Asia of US firm Fried Frank, but he was also recently elected to a second term as president of the Law Society of Hong Kong. Wong has worked tirelessly during his tenure to help local law firms in Hong Kong preserve their existence in the face of increasing competition from international players.
Name: Paul Mitchard QC Title: Partner, head of Asia disputes Firm: Skadden Location: Hong Kong
Name: Philip Jeyaretnam Title: Partner Firm: Rodyk & Davidson Location: Singapore
Name: Ronald Arculli Title: Chairman/Senior partner Company: Hong Kong Exchange & Clearings / King & Wood Location: Hong Kong
Why hot: Jeyaretnam is currently head of the firm’s litigation and arbitration group and will take the reins of the firm next year when long-time incumbent Helen Yeo retires from the firm’s partnership. Jeyaetnam, a senior counsel, is widely considered to be one of the most accomplished and eloquent litigators in Singapore.
Why hot: Few lawyers in Hong Kong can claim to have had a career as distinguished as Arcullli. To cap it all off, he was awarded the Grand Bauhinia Medal (GBM) earlier this year in recognition of his outstanding contribution to legal and financial services.
Name: Michael Hwang Title: Chief Justice Company: DIFC Courts Location: Dubai
Name: Martin Rogers Title: Partner Firm: Clifford Chance Location: Hong Kong
Name: Tsuyoshi Nagahama Title: Partner Firm: Anderson Mori & Tomotsune Location: Japan
Name: Francis Lim Title: Partner Firm: ACCRA Law Location: Philippines
Why hot: In demand arbitrator Michael Hwang was appointed to the Chief Justice position of the DIFC Courts after the retirement of Sir Anthony Evans. In addition to serving as Chief Justice, Hwang is also the president of the Singapore Law Society and Singapore’s non-resident ambassador to Switzerland.
Why hot: Rogers became the only Asia-based partner to be nominated to the firm’s partnership council after his election earlier this year. The partnership council is responsible for monitoring the performance of the management committee and its members, to ensure that the firm is managed in a way that is fair to all partners, to safeguard the reputation of the firm and to organize votes and elections required under the partnership agreement.
Why hot: Nagahama took home the lifetime achievement award at the 2010 ALB Japan Law Awards for his contribution to the development of the legal services market in the country. Nagahama boasts over 40 years’ experience in the profession.
Why hot: The former president of the Philippines Stock Exchange stepped down from his post earlier this year and rejoined ACCRA Law as a partner in its corporate practice. Widely regarded to have presided over a reformatory legislative period for the PSE, which included the passage of the REIT Act, Lim will be hoping to bring his inside knowledge of PSE to ACCRA law to help build the firm’s credentials in the area.
Why hot: One of the few lawyers to earn a repeat mention in the ALB Hot 100, Mitchard’s work in building Skadden’s embryonic Asia disputes practice has been exceptional. In addition to bringing on some of the some best talent in the market (Alan Tsang from Pinsent Masons) the firm is widely believed to be eating away at the market share of more established disputes outfits in Hong Kong.
Name: Woo Chang Rok Title: managing partner Firm: Yulchon Location: Korea Why hot: Yulchon continues to land some of the most lucrative mandates in Korea and abroad and entice some of the best talent in the Korean legal services market. Under Woo’s leadership, expect Yulchon to make serious inroads into the territory once thought to be the exclusive province of firms like Kim & Chang, Lee & Ko, Bae Kim & Lee and Shin & Kim.
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Feature | Asia’s Leading M&A firms >>
Damian Yeo director legal and government relations, south-east Asia-Pacific, Nokia “My advice would be to adopt a more longsighted view of in-house clientele and the work that they bring in… to look at every client or piece of work not as simply another file or transaction but to focus on the relationship that is being fostered and built. In order to build this relationship, the law firm has to make an investment of time and effort into developing in-depth insight into not only the business/products of the client but also, on a more esoteric level, the core values and culture of the client. These are fundamental aspects which play a big part in any company's mindset and appetite for risk” 44
David Flavell General counsel, Danone (Asia) “There are two key things I look for in external counsel. First, I want them to make a call: wishy-washy advice with no clear recommendation is useless. I expect external counsel to exercise judgment and give me their best call. Second, in project work I want external counsel to be proactive and really help drive projects. I do not want to be over-serviced but I do want my external lawyers to be focused on the project and thinking several steps ahead to ensure we get to where we need to go. I constantly go on about this to external counsel but I do not always receive what I want”
Luo Gang General counsel, China Unicom “Our company provides telecommunications services, which is tremendously different from other business sectors and is subject to specific government regulations. Therefore, it would greatly facilitate our business if our external lawyers have a general idea of the telecommunications sector, especially the governmental regulations in this area”
Asian Legal Business ISSUE 10.9
Feature | Asia’s Leading M&A firms >>
►► Asia’s leading M&A firms: methodology
ALB's Leading M&A firms: Asia, now in its second year, was a survey conducted among the region's most senior in-house lawyers and business leaders during the three-month period from June-August 2010. Our editorial team contacted survey respondents directly through a mixture of telephone calling, emails and face-to-face interviews. Respondents were asked to provide their off-the-record opinions as to the leading M&A firms over the last 12 months across the region in the places where they, or their company, conduct substantial business. Respondents were also asked to name leading practitioners in these areas in each of the firms they selected, in addition to being asked why the law firms selected should be considered leading M&A firms. Our editorial team combined the results of this research with submissions made by law firms and in-house counsel as part of the ALB Awards series and their own stock of industry knowledge.
As transaction volumes start to return to normal across the region, in-house lawyers single out Asia’s leading M&A practices
R
ecent reports indicate that M&A has come back and come back hard. At the vanguard of global M&A’s renaissance has been Asia – so much so that in the first half of this year M&A out of Hong Kong and China alone made up nearly a third of the global total. Mergermarket’s half-yearly roundup shows that deal volumes in the region expanded by 11% against global gains of 7.8%. In the first half of this year, emerging markets in Asia-Pacific chipped in US$24bn of the US$137bn worth of announced deals worldwide. This hectic period of deal-making is no doubt due to a confluence of KP Madhan Kumar Manager–legal, GMR Group “Law firms need to understand the client’s business, culture and environment and provide quality and timely advice (including prioritising the risks) that enables the client to make business decisions. They should reduce/avoid lengthy lists of assumptions and caveats in the opinions and DD reports so as to bring more accountability to their advice”
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factors – Asia’s relative economic resilience, banks reopening their loan books, valuations becoming more realistic, and more. But just as these changes have opened the floodgates for M&A in this region, so too have they irrevocably changed the way deals are done. The repercussions for M&A practices looking to preserve their market shares are significant.
“Even if the bull market returns, I don’t think anyone wants to risk not being as robust as possible, given what we’ve lived through over the past two years”
Diligence
In the heady transactional days of four or five years ago, against the backdrop of favourable macroeconomic conditions, dealmakers were, as one M&A lawyer put it, “sprinting” Patrick Moran First VP–Legal Department, Merrill Lynch (Asia-Pacific) “Law firms provide the best service when they proactively advise on risk generally rather than simply offer technical legal advice. It is expected that the technical questions will be answered correctly; however, the best firms distinguish themselves by thinking about the broader picture. One example is advising on how a particular decision sets precedent for future transactions, and noting situations in which that risk-reward analysis may be different. This requires partner involvement at critical times, and for the partner to make an effort to reach out to the key constituencies within the client”
Wayne Bannon General counsel, Carlyle Group Asia “Know your client – both on the deal side and on the legal/compliance side. This will allow you to provide real value added services during a transaction”
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Feature | Asia’s Leading M&A firms >>
Asia’s leading M&A firms (alphabetically by country and firm) ►► HEADLINE TRANSACTION LEADERS The best firms on Asia’s mega-deals • • • • • •
Baker & McKenzie Clifford Chance Freshfields Linklaters Skadden Sullivan & Cromwell
►► LOCAL LEADERS: ASIAN TIGERS/JAPAN The best local counsel on M&A Hong Kong • Deacons • Woo, Kwan, Lee & Lo Japan • Mori Hamada & Matsumoto • Nagashima Ohno & Tsunematsu • Nishimura & Asahi Korea • Bae Kim & Lee • Kim & Chang • Lee & Ko Singapore • Allen & Gledhilll • WongPartnership Taiwan • LCS & Partners • Lee and Li • Russin & Vecchi
►► EMERGING MARKET LEADERS
China • Grandall • Jun He • King & Wood
India • Amarchand & Mangaldas • AZB & Partners Indonesia • Hadiputranto, Hadinoto & Partners • Melli Darsa & Co Malaysia • Kadir Andri & Partners • Zul Rafique & partners Philippines • Romulo Mabanta • SyCip Salazar Hernandez & Gatmaitan Vietnam • VILAF Hong Duc • YKVN
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►► Legal Advisors to Asia (ex- Japan & Australasia) M&A deal volume Company AZB & Partners WongPartnership Kim & Chang DLA Piper Jones Day Freshfields Bruckhaus Deringer Allen & Gledhill Amarchand & Mangaldas; Suresh A Shroff & Co Lee & Ko Linklaters
H1 2010 H1 2009 Rank Deal count Value (US$m) Rank Deal count Deal count – change 1 38 16,608 14 9 29 2 24 3,927 20 8 16 3 24 3,727 1 24 0 4 22 406 10 11 11 5 17 3,057 7 13 4 6 16 4,580 2 19 -3 7 8
16 14
4,151 4,712
12 21
10 8
6 6
9 10
14 13
1,164 20,920
3 6
16 14
-2 -1 Source: Merger market
through to execution without unduly digging too deep under the surface on the buy side. In the fervour to get deals done, due diligence became greatly truncated. But as the wariness washed over Asia’s financial markets during the GFC, greater attention was placed on the health of prospective targets and the shape of their balance sheets. As deal timelines expanded, so too did the due diligence process. More attention was paid to “uncovering skeletons lurking in the closet”, to deal-specific matters and the guiding purpose of transactions. This trend was accentuated, of course, by the increased prevalence of distressed purchases and disposals during the GFC, but nevertheless market observers almost unanimously state that the changes to due diligence ushered in over the last 18-24 months are here to stay – regardless of the economic climate. “Narrow-focused, skin-deep due diligence is dead,” claimed one respondent. “Even if the bull market returns, I don’t think anyone wants to risk not being as robust as possible, given what we have lived through over the past two years.”
Purposive approach
Despite due diligence becoming more exhaustive, ideas about how it should
be executed and the overall purpose behind it are undergoing immense change. For while it is important that due diligence be as extensive as possible, the costs associated with it must also be contained. “In most M&A deals the largest costs for us are those rendered by external counsel for due diligence,” said one in-house lawyer. “While we want it to be as comprehensive as possible, we are wary of the costs associated with doing so, especially if our external firm unleashes a small army of lawyers to chase every fox down every foxhole. What we have done in response is to plan the process meticulously from start to finish so we can be exhaustive – while also being thrifty.” Putting external lawyers and key decision makers at the acquiring company together early in the M&A gives them the opportunity to obtain a deeper understanding of the commercial imperatives behind the deal and the potential ‘deal breakers’, then go away and make sure these are reflected in the due diligence process. “No two acquisitions are the same, but in-house lawyers generally need to prioritise critical issues as much as possible,” said the source. “In some transactions, there is neither the budget nor the time to look over every single issue with a fine toothcomb. In Asian Legal Business ISSUE 10.9
Profile Feature | Asia’s Leading M&A firms >>
INTA
Thousands gather in Boston to learn, network and advance their careers in trademark law
T
he International Trademark Association (INTA), a global association that works to support and advance trademarks and intellectual property as elements of fair commerce, held its 132nd Annual Meeting in Boston, MA. A total of 8,435 attendees from around the globe traveled to the historic city in May to participate in the largest gathering of trademark and intellectual property professionals in the world. The Meeting featured five days of educational sessions, discussion forums, guest speakers and networking receptions geared to promote the interests of trademark owners and to help advance the attendees’ professional careers. Kicking off the event was the Opening Ceremony where INTA President Heather Steinmeyer welcomed the audience and spoke about both the challenges and benefits that social media brings to brand owners. “Web 2.0 has unprecedented reach and impact on brands,” she said. “Retaining customers requires new skills.” Social media, she noted, encourages brand owners to be more creative when marketing to their customers. “Big business can be personal again.” CEO of Mandalay Entertainment Peter Guber was the Opening Ceremony’s keynote speaker. Guber told the audience that the power of brands is the stories behind it, and really good brands make an emotional impact on their clients. “Think of them as your audiences, not customers,” said Guber. This Annual Meeting also introduced a number of new programs and events. For the first time, in house practitioners attended a half-day workshop that provided information
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to help meet their specific corporate needs. Attendees gained valuable insight from the interactive sessions “Africa: What You Need To Know” and “The Life Cycle of a Brand.” Alexander McGillivray the General Counsel of Twitter, Inc. gave a speech discussing how Twitter.com has evolved over time and encouraged brand owners to contact him if there are concerns about the way that their trademarks are being used on the site. Adjunct professor and student attendees enjoyed their own tailored program through the Annual Meeting’s first Academic Day, which began with the Trademark Scholarship Symposium and concluded with the Academic and Young Practitioner Happy Hour, an opportunity for the Academic Community and young practitioners to network and learn from one another. One of the major highlights of the Annual Meeting was the signing ceremony between INTA and the China State Administration for Industry and Commerce (SAIC). Heather
Steinmeyer and An Qinghu, Head of the International Affairs Department at SAIC, signed a Summary on Further Enhancing Cooperation between the two organizations. “It was an honor to have this ceremony at our Annual Meeting, as it was the first signed agreement between SAIC and an association,” said Steinmeyer. “It reflects both INTA and the SAIC’s strong commitment to work together to further protect trademarks in China.” The Annual Meeting concluded with a Grand Finale at Boston’s Museum of Science. For one last time in the city, guests networked with their colleagues before heading home. The crowd mingled in the midst of live presentations that featured man-made lightening, IMAX shows of sharks and exhibits that showed evolution of household products. Shortly afterwards, friends parted ways and promised to reconnect at the next INTA Annual Meeting, which will take place in San Francisco on May 14-18, 2011.
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Feature | Asia’s Leading M&A firms >>
“In M&A deals for us the largest costs for us are those rendered by external counsel for due diligence. While we want it to be as comprehensive as possible, we are wary of the costs associated with doing so...”
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these cases, the in-house legal deal teams should draw up a list of priority issues for their external firms to focus on in the due diligence process.” Despite the important role that in-house lawyers and general counsel have to play in this process, there is still no substitute for initiative on the part of external counsel. “Too often we receive templatebased due diligence reports which provide little in the way of important information,” said one respondent. “Good M&A practices, especially those that have worked with our company before, can separate them from the rest by taking the reins here. By that I don’t mean for them to do work that they were not asked to do, but rather to get
involved in the due-diligence planning process.”
General counsel take the reins
If the financial crisis has caused dealmakers to refocus their attention on the importance and execution of due diligence in M&A, then it has also brought the role of general counsel under the microscope. According to ALB research, 75% of general counsel surveyed for this report said they had been more involved in M&A deals over the past two years than they had been prior to the GFC. Of this number, almost all expect this new-found status quo to remain – irrespective of the prevailing economic conditions in the future.
Asian Legal Business ISSUE 10.9
Feature | Asia’s Leading M&A firms >>
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Feature | Asia’s Leading M&A firms >>
“Too often we receive templatebased due diligence reports which provide little in the way of important information”
But just what does this expanded prerogative entail, especially considering that close to all in-house lawyers will roundly state that M&A work is among the most frequently outsourced to external lawyers? Opinions differ depending on a general counsel’s length of tenure, the size of the company and its in-house legal team, and the size and complexity of the transaction. Nonetheless, most GCs stressed the importance of the project management aspects of their roles and the need to play a lead role in the business side as well as simply the legal elements of deals. “The largest change for me is playing more of a role in planning HCMC Office: Saigon Towers, Suite 505 – 507 29 Le Duan Street, District 1 Ho Chi Minh City, Vietnam T: (84-8) 3827 7300 F: (84-8) 3827 7303 W: www.vilaf.com
legal execution timelines,” notes one respondent. “Whereas in the past external lawyers would often communicate the progress of transactions directly with management, I find myself performing this function now – acting as an intermediary between the board and external lawyers, looking at what the boardroom dynamics are, and communicating these throughout the company and to our external law firms.” Many in-house lawyers find themselves increasingly called on to balance the expectations of key stakeholders within their companies. “What I find is that we need to look more closely at assumptions and expectations of the board and other
Hanoi Office: HCO (Melia) Building, Suite 603 44B Ly Thuong Kiet Street, Hanoi, Vietnam T: (84-4) 3934 8530 F: (84-4) 3934 8531 W: www.vilaf.com
VILAF is a leading Vietnamese law firm and is viewed as having preeminent banking and finance, corporate and litigation practices. The firm has a reputation for innovative and market leading commercial advice, and has been involved in a number of the country’s headline firsts, particularly in the power sector and capital markets. The firm has recently received the following awards: ALB – Leading M&A firms 2009 & 2010 IFLR – Debt and Equity Linked Deal of the Year 2010 Pacific Business Press – Asian Counsel Firm of the Year 2010 BID – International Arch of Europe Award of Year 2009 & 2010 Our key specialists:
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World Confederation of Businesses – BIZZ 2010 ALB – Vietnam Deal Firm of the Year 2007 & 2009 ALB – Employer of Choice of the Year 2009 & 2010 IFLR – Vietnam National Law Firm of the Year 2006, 2007, 2008
Ngo Thanh Tung: Chairman, Partner, with expertise in maritime, litigation, corporate and commercial. Email: tung@vilaf.com.vn
Tran Anh Duc: Country Managing Partner, with expertise in finance, banking and foreign investment. He was named in Who’s Who International, 2009. Email: duc@vilaf.com.vn
Tran Tuan Phong: Managing Partner of Hanoi Office. He is Vietnam’s leading M&A lawyer, with expertise in corporate, finance and foreign investment. Email: phong@vilaf.com.vn
Vo Ha Duyen: Executive Partner, with expertise in tax, insurance, secured transactions and joint ventures. She was named in Marquis Who’s Who in the World. Email: duyen@vilaf.com.vn
Dang Duong Anh: Executive Partner, with expertise in foreign investment, infrastructure development, property, corporate and commerce, tax and employment. Email: anh@vilaf.com.vn
Nguyen Truc Hien: Partner, with expertise in tax, commercial, property, construction and project finance. Email: hien@vilaf.com.vn
Nguyen Duy Linh: Partner, with expertise in dispute resolution, commercial, employment and maritime. Email: linh@vilaf.com.vn
Nguyen Quang Hung: Partner, with expertise in banking, capital market, foreign investment, corporate and commerce. Email: hung@vilaf.com.vn
Pham Si Hai Quynh: Partner, with expertise in maritime, insurance, commerce and property. Email: quynh@vilaf.com.vn
Asian Legal Business ISSUE 10.9
Feature | Asia’s Leading M&A firms >>
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Feature | Asia’s Leading M&A firms >>
“Those law firms who invest time in building a relationship with us – who’ll pick up the phone, rather than email, and ask how things are going even when there is no transaction in sight – will get repeat work. It’s as simple as that” department heads about the deal and build a legal framework around this,” said one respondent. “Internally, I find myself becoming the keeper of processes; it is a more commercial role.”
External counsel
Despite the increasing involvement of general counsel, M&A deals are not a zero-sum proposition for external lawyers. If anything, the role that outside counsel are expected to play is correspondingly more important. While in-house lawyers continue to value cost-effectiveness, accuracy
M&A activity by region: 2009-2010 comparison ►► 1/1/2010–15/7/2010
►► 1/1/2009–15/7/2009
Target primary nation/region The Americas Europe Central Asia/Asia-Pacific Africa/Middle East Japan
Target primary nation region The Americas Europe Central Asia/Asia-Pacific Africa/Middle East Japan
Unknown
Total
Number Value of deals (US$m) of deals 6,035 559,512 7,538 303,410 5,399 211,713 619 42,868 1,166 33,186 -
-
1,150,688
20,757
and quick turnaround time above all else in M&A deals, many now want a fundamental change in approach. An overwhelming number of respondents are now calling for external counsel to take a more collaborative approach to their delivery of legal advice in connection with M&A transactions. “Don’t treat us as if we know nothing about the law,” protested one in-house lawyer. “We want you to work as if you were an in-house lawyer.. Work with us and with our team… Don’t simply take the work, go off and report back to us intermittently.”
Value of deals (US$m)
Number of deals
457,769
6,043
312,321
7,381
199,956
5,076
18,181
443
35,084
1,337
Unknown
Total
4
1
1,023,316
20,281
Others challenged law firms to change their mindset when it comes to advising on transactional work. Intrinsic in this process is throwing away the ‘transaction hopping’ mindset and adopting a more relationshipbased approach. “The list of law firms we use for acquisitions is small,” said one general counsel. “But those law firms who invest time in building a relationship with us – those who’ll pick up the phone, rather than email, and ask how things are going even when there is no transaction in sight – will get repeat work. It is as simple as that.” ALB
About LCS • One of the 5 largest firms in Taiwan • Leading firm in Return to Taiwan IPOs and TDRs.
Firm Profile LCS & Partners (LCS) is an elite corporate law firm in Taiwan and regularly advises top-tier domestic and international clients on complex and innovative transactions. LCS has more than 50 attorneys licensed to practice in Taiwan and the United States, with numerous members having received LL.M., J.D. and/ or S.J.D. degrees from law schools in the United States. Since being founded in 1998, LCS has advised domestic and international clients on the largest and most significant M&A and securitization deals in Taiwan, and has been a market leader in capital markets transactions, including Return to Taiwan IPOs and TDRs by foreign issuers. Our attorneys pride themselves on being able to handle the largest and most complex transactions.
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Our Office 5F., No. 8, Sinyi Road, Sec. 5 110 Taipei, Taiwan (R.O.C.) Tel: (886) 2 2729 8000 Fax: (886) 2 2722 6677 Website: www.lcs.com.tw
• No. 1 in Mergers and Acquisitions and Securitizations (according to published information). • Full bilingual capability for both locally licensed and foreign licensed attorneys • LCS’s transactional work has regularly received recognition by the IFLR Awards and ALB Awards. Our Guiding Principles • We are strong believers in teamwork, knowledge sharing and the promotion of an interdisciplinary practice consisting of the top legal experts in their respective fields to best serve our clients. Our Chinese Legal Business ISSUE 10.9 name means “sharingAsian and cooperation”.
Feature | Asia’s Leading M&A firms >>
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ALB special report | Philippines 2010 >>
Philippines 2010
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Asian Legal Business ISSUE 10.9
ALB special report | Philippines 2010 >>
Justified optimism I
n the Philippines, optimism is something of a default setting. Through countless setbacks, economic downturns, falling FDI levels and dysfunctional capital markets there was a feeling that things would eventually pick up. But as the country enters the new financial year, there is a growing sense that professionals need no longer accentuate the positives. A new, pro-growth government has swept to power with an unusually large mandate, the country’s capital markets are in overdrive and the more lucrative sectors of the economy are increasingly attracting the interest of foreign investors— all of which means that this time, the sanguinity heard around downtown Makati is justified.
Turning the PSE into a powerhouse
At the height of the GFC, when bourses across the region were watching years of solid gains being wiped out in days, the Philippines Stock Exchange (PSE) was creating records of its own. By the end of 2009, the PSE index was at 2,052 points; up 63% on the same period from 2008 and had had its largest single annual index growth since 1994. Similarly impressive are the statistics on capital raised. In the year ending August 2008, the PSE raised only PHP6.2bn, but for the year ending August 2010, this figure had increased by nearly 700% to over PHP44bn. At the start of this year and with 23% year-todate growth under its belt, the PSE was third worldwide in the growth stakes, just behind the Shenzhen and Shanghai stock exchanges. www.legalbusinessonline.com
“Unlike so many other economies in Asia, the Philippines actually benefitted from the GFC,” claims Agustin Montilla, a partner at Romulo Mabanta Buenaventura Sayoc & de Los Angeles. “There was strong demand throughout the crisis, especially in the fourth quarter of 2008 and throughout 2009, and there was plenty of capital markets work coming in.” That busy period was indicative of the scarcity of traditional financing on offer at the time. Just as had occurred in other South-East Asian economies, very little funds were coming out of Europe or the US, and China “would not listen unless you were speaking energy and resources”. Philippines companies still had a lot of capital expenditure requirements to fund but instead of turning to the dollar market, they went pesos,” says Montilla. The pesos market may have been the only option available to capital-starved Filipino corporates in the midst of the GFC, but indications are that the popularity of raising Francis Lim ACCRA Law funds in this fashion is here to stay. “The numbers I am seeing out come out of the PSE in terms of capital raised are promising, but I feel there is a lot more to come,” said Francis Lim, the former CEO and president of the PSE who is now a partner at ACCRA Law (full name: Angara Abello Concepcion Regala & Cruz). “The
reason is because now we have a legal framework to support the development of a robust capital market. In the past it was the lack of laws, and the archaic nature of what we did have, that was holding us back.” And although five new capital markets laws have been promulgated over the last five years, concerns, especially on the equity side, still linger. “When I say we had a good couple of years, I should point out that was pretty much all debt. There were no significant equity deals and we have still not had an IPO in 2010,” says Montilla. Even though Cebu Pacific, a lowcost airline, is expected to launch a P25.7bn IPO in the coming months, few other listings are in the pipeline – and the onus to stoke demand may rest with the PSE and the regulators themselves. “I feel one of my biggest achievements as CEO and President of the PSE was that I was able to turn it into an advocate for legal change… Perhaps that was the lawyer in me acting,” says Lim. “But that process is still unfinished.” The two pieces of legislation which Lim says are “nearly complete” are the Stock Market Competitiveness Act and the Collective Investments Schemes law. The former would provide incentives in the form of company tax concessions for private companies to go public, while the latter would create a legal framework to support the introduction of products like unit trusts and other structured investment products. 55
ALB special report | Philippines 2010 >>
“[Both laws] if introduced, would really take the PSE to the next level. We are in what is becoming one of the most competitive regions in the world. With these laws it is hoped we no longer lag behind places like Indonesia, Thailand and Vietnam,” Lim says.
Getting REITs right
One area where lawyers are almost unanimous in their enthusiasm is REITs. After more than two years of deliberation, consultants, roadshows and hearings, the REIT Bill finally became law last year and thus created a legal framework for an entirely different class of financial product in the Philippines. “The passing of the REIT law was an extremely positive and welcome development for the Philippine economy, the capital markets and
the real estate sector,” said Ricardo Castro, a partner at Quisumbing Torres – the Baker & McKenzie member firm for the Philippines. “It takes elements from other REIT laws in place across the region and has blended them with sound corporate governance standards.” In the Philippines model, the country’s Securities & Exchange Commission will oversee not only REIT managers but potentially also the managers of the property underlying the REIT. There will also be a strengthening of corporate governance checks and balances in the form of requirements for independent directors at both the fund manager and the property manager level, and the need for property and fund managers to remain functionally independent from the REIT sponsor – all elements which are not present in
“I think talk of specialist and boutique firms taking market share away from the biggest firms is exaggerated. Some are doing well for themselves in areas like litigation, but they are unable to compete when it comes to resources at their disposal.”
56
Rafael Morales
SyCip
REIT regimes in Singapore or Hong Kong and ones which have led some to voice concerns that the Act is perhaps too stringent. The perceived conservatism of the law notwithstanding, interest from clients remains high. Quisumbing Torres is currently handling a number of instructions from companies interested in REIT, ACCRA is working on “two of the biggest deals in the pipeline”, and SyCip Salazar Hernandez & Gatmaitan is working with clients to “develop REIT opportunities.” It is no surprise that all three firms view REITs as a potential goldmine of work and have redoubled their marketing efforts to real estate companies. The picture is estimated to be just as rosy for the law firms beneath this top end of the market. Lim believes that smaller players should also be receiving instructions by now. “REITs are not just for the largest companies…the threshold was deliberately set at only PHP300m so more could be involved,” he says. For a small but increasingly vocal segment of corporate Manila, the current buzz surrounding REITs has more to do with the fact that the law has finally been passed than anything else. “Call me jaded, but I’m not as excited about REITs as they are, and I’m not sure they should be,” says Agustin Montilla. “Even though we are currently working with clients who are interested, we feel that the first significant REITs transactions are still 12-18 months out because of the lack of regulations and what we see behind this as being a lack of real support from the Philippine tax authorities.” The friction costs of launching a REIT – ostensibly taxation related issues – still need to be ironed out, and there is feeling that property companies won’t Rafael Morales exactly be falling over SyCip themselves to grab a piece of the action once they take a look at the fine print. “Why would they do a REIT if they can access the market at very low rates? ” asks Montilla. “You can get 6-7% yields on five-year paper at the Asian Legal Business ISSUE 10.9
ALB special report | Philippines 2010 >>
moment and that is practically what you are getting in the dollar market now for that type of risk… property companies have a lot of options at the moment.” Whether or not a REIT deal comes to market anytime soon, it is clear that this type of work and, more generally, capital markets work is set to become an even more lucrative advisory area for Philippine law firms. “We’ve seen a number of law firms start to aggressively target these areas in anticipation of work coming in,” said one observer. “Some are picking up lawyers returning to private practice after time in government or the public sector, others are recruiting securities lawyers at the senior associate and partner level, and some are even said to be looking at subsuming niche capital market practices.”
Competitive edge
What effect are such practices having, or likely to have, on the competitive dynamic of the Philippine legal services market? Most predict the effect on the status quo – which at the moment sees firms like Romulo and SyCip dominate the most lucrative corporate and transactional work – will be minimal. (Montilla comments that his transactional works is “95% of the time opposite a lawyer from SyCip”, and that the only other firm he sees on the other side is Picazo Buyco Tan Fider & Santos. “For the blue-chip work it is very much a two- or threehorse race,” he says.) But will these firms continue to enjoy an uninterrupted hegemony at the top of the market? Francis Lim’s return to ACCRA Law and the knowledge, know-how and connections he brings with him is sure to have an impact. Similarly, Quisumbing Torres’ access
www.legalbusinessonline.com
to Baker & McKenzie’s vast global network and its prior experience in areas like REITs also has the potential to shake up the market. This is not to mention the competition that is emanating from the bottom end. One of the more noteworthy trends of the past few years has been the proliferation of specialist and boutique law firms. Often staffed by lawyers from larger law firms like SyCip, Quisumbing Torres and ACCRA Law, or by lawyers returning to practice from stints inhouse or in government, these firms are making a name for themselves in areas like taxation, shipping and dispute resolution. But what kind of challenge are they presenting? “I think talk of specialist and boutique firms taking market share away from the biggest firms is exaggerated,” says Morales at SyCip. “Some are doing well for themselves in areas like litigation, but they are unable to compete when it comes to resources at their disposal.” Francis Lim, whose five-year hiatus from private practice has allowed him to reappraise the legal services market with fresh eyes, comments that although things have not changed drastically since he left, the country’s largest law firms should not let complacency set in. Boutique firms will always pose a threat, but that is not life-threatening,” he said. “Often, their emergence is in direct response to some of the failings of larger firms; failures to be more flexible on costs, services standards and in some cases to manage legal talent effectively, and this should serve as a wake-up call for institutional law firms to be more aware of the environment in which they are operating and about how to structure and grow their practices.” ALB
“The passing of the REIT law was an extremely positive and welcome development for the Philippines economy, the capital markets and the real estate sector” Ricardo Castro, Quisumbing Torres
57
ALB special report | Philippines 2010 >>
In-house perspective
Joseph Gonzales, Aboitiz Equity Ventures:
Building an in-house team in the Philippines Joseph Gonzales, VP of legal & corporate at Aboitiz Equity Ventures, talks to ALB about the challenges associated with building the legal function of one of the Philippines’ fastest-growing conglomerates
W
hen Joseph Gonzales decided to leave the law firm he had called home for over 12 years and make the move in-house, he had a fair idea of what he was getting himself into. His transition from being a transactional lawyer at local heavyweight SyCip Salazar Hernandez & Gatmaitan to the VP of legal & corporate at conglomerate Aboitiz Equity Ventures (AEV) was, in a purely legal sense, quite straightforward: “I was offered by a former colleague [the opportunity] to join the corporate world, and it wasn’t too big a career change, as I jumped into transactional work of the same nature,” he says. And while Gonzales lists the management, leadership and budgeting, planning and staffing responsibilities as challenging, the far greater task, he would discover, was how to build a legal function in a company with an insatiable appetite for growth. “The challenge for us has been trying to define our role within a rapidly expanding organisation,” he says. Since he came in-house just under four years ago, much of this has involved Gonzales and the company’s 20-strong legal team establishing metrics, benchmarks and standards to ensure that the legal function operates as smoothly and efficiently as possible.
Starting from scratch
Firm SyCip
Practice area litigation banking hydropower bids
Puno & Puno Caguiao & disputes Gatmaytan Puyat, Jacinto energy & Santos Gibson Dunn & Crutcher international (Singapore)
58
Lawyers Ed Lombos Rafael Morales Eric Puno Ben Caguiao Mona Dimalanta Emad Khalil, Saptak Santra
Issues like how and when to use external legal counsel, what types of work should be handled in-house and what areas, if any, the legal team should be specialising in are the sorts of questions that Gonzales says the company’s legal function has been grappling with. While he notes that many questions are left unanswered, many are finding resolution because of the sheer amount of work generated by the company. “Professionally, we've grown simultaneously with the company. The sheer variety of transactions has helped expose us to a variety of learning experiences,” he said. “We've acquired new companies outside the core businesses and set up joint ventures, we've assisted in bidding for assets, and
we're always there when the time comes to finance those acquisitions. We've worked on unsecuritised debt which raised a few billions of pesos to fund our various subs, and there we've pretty much standardised the templates for notes facility agreements. Every notes issue we do pushes the envelope a little bit further towards protecting the borrower, and I'd like to think we've changed the parameters of what's acceptable contractually in the local debt market.” And that is just, in Gonzales’s own words, the “non-garden” variety work that he and the legal team are overseeing. AEV is a publically-listed holdco with a focus on areas like power, transportation and food and it should come as no surprise to learn that the group’s activities in the country’s booming power and energy sectors are keeping the team busy at the moment. “It's a period of growth [for AEV], especially in the power sector, and its subsidiary, Aboitiz Power, has been busy bidding on assets to be privatised while nurturing the existing generating and distribution businesses.” Gonzales says that this means most days are a “constant cycle” of setting up bid vehicles, closing won bids, organising and making sure the right structure is there together with the right contractual relationships. “Fortunately, the GFC didn't affect the Philippines too much, except perhaps in terms of scaring away foreign investors,” he says. “That probably meant we became busier, as our subs were then able to take advantage of local opportunities without that added threat to consider. For sure we'll have a busier year, as the conglomerate's appetite for growth has yet to be satiated.”
External counsel Gonzales notes that his job has been made somewhat easier thanks to the assistance of law firms in the Philippines and internationally. These firms avoid giving what he calls “weaselly advice.”“[I dislike] opinions and memos that are so packed with qualifications, there's hardly any meat left to make decisions on. It's unfair to expect a client to pay through the nose for useless advice.” Asian Legal Business ISSUE 10.9
Profile
Hyatt Hotel & Casino, Manila
Hyatt Hotel and Casino Manila: Contemporary luxury, timeless classic
A
s far as luxury hotels in the city go, Hyatt Hotel and Casino Manila in downtown Malate is of a relatively tender age. Despite opening only six years ago, the hotel exudes timeless style and class. With 376 elegantly designed and wonderfully appointed guestrooms (suites are standard throughout the hotel), including 106 luxurious executive rooms and four presidential suites fit for royalty, Hyatt Hotel and Casino Manila is the city’s five-star hotel of choice, so much so that it was recognised internationally by the Best Business Hotel in Asia Awards and the World Luxury Hotel Awards, winning the prestigious awards of “Best Business Hotel in 2008” and “Best Luxury Casino Hotel in 2009”.
Location, location, location Situated just minutes from Manila’s international airport, a stone’s throw from the city’s world-famous shopping malls and close to the Central Business District, as well as a number of well-known historical landmarks, Hyatt Hotel and Casino Manila is the perfect destination for leisure and business travellers alike. The hotel’s casino facilities are a cut above what is on offer in Manila. The Las Vegasstyle casino is a picture of opulence and style. Occupying four floors, the casino features 123 game tables and 626 slot machines of 30 different types. For guests whose visit is more business than leisure, Hyatt Hotel and Casino Manila has all needs covered. The state-ofthe-art Business Centre is fitted with the latest equipment and technology, and is located conveniently near the hotel lobby. The hotel’s Le Salon facilities are also perfect for business engagements that require a more personal or professional touch. The three meeting rooms (which double as banquet rooms) are all soundproofed, come complete with WiFi Internet access, and offer other important conference and meeting technology.
Rooms with a view Of course, it would be remiss not to point out some of the finer features of Hyatt Hotel and Casino Manila’s stunning rooms, all of which help make them the perfect oasis after a busy day of shopping or work. www.legalbusinessonline.com
Each spacious room offers large Italian white marble bathrooms featuring rain showers and a relaxing deep soaking tub. The rooms are also, of course, fitted with all the latest technology, including LCD TVs, DVD players, work stations and ergonomic chairs. For guests who prefer an ultra luxurious alternative, the hotel’s Presidential Suites offer the perfect solution. With each room measuring a minimum of 190 sq m, these suites are designed with a spacious dining area, an elegant salon, a private study, the latest in-room technology, including plasma screen televisions and a Bang & Olufsen hi-fi system, a vanity area, floor-to-ceiling windows, a walk-in closet, a dry sauna, a personal bar, a full kitchen, ample storage and advanced security features, all in more than enough room for travellers to spread their wings. Similarly, the Regency Club® is another step up and is perfect for the business traveller in search of privacy, convenience and an outstanding level of personalised service. The private concierge feature is a welcome addition to the hotel scene in the Philippines, as is the exclusive private lounge where daily continental breakfast, all-day coffee and tea, and evening cocktails and canapés are served.
Culinary delights Hyatt Hotel and Casino Manila is also home to a number of world-class restaurants, each of which are sure to satisfy even the most discerning of palates. The hotel
offers three banquet facilities, three worldclass restaurants, a pastry shop and two magnificent entertainment outlets and a posh music bar, all of which are absolutely five-star in their offerings. Guests can enjoy everything from sumptuous, expertly crafted buffets and traditional Hong Kong fare to the best steaks in the Philippines – all while enjoying a collection of fine wines from across the world. For guests who prefer to spend their evenings with classy cocktails, a visit to the hotel’s Pool Bar or The Lounge both a chic and stylish atmosphere. Those who prefer to belt out the tunes themselves rather than listen to them will find a home in the hotel’s Music Bar, which is another first for the hotel industry in the Philippines. The Music Bar offers seven custom-designed music pods that can accommodate 8-50 people. While Hyatt Hotel and Casino Manila provides facilities that are hard to find in any other hotel in the Philippines, where it really excels is in customer service, which has become a trademark of the Hyatt brand worldwide. It is clear that from the moment travellers step into the hotel’s avant garde lobby until the time they check out, they will be treated as if they were the hotel’s one and only guest. Staff expertly trained in the fine art of customer service will make a stay at Hyatt Hotel and Casino Manila a truly unforgettable experience, leaving guests free to enjoy world-class facilities.
59
MARKETdata DATA| M&A | M&A market >>>>
In association with
M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (July 24, 2010 - August 20, 2010) Announcement Date
Target Company
Target/Seller Legal Advisor
Bidder Company
Bidder Legal Advisor
18-Aug-10
Potash Corporation of Saskatchewan Inc
Jones Day; Stikeman Elliott
BHP Billiton Limited
Blake, Cassels & Graydon; Cleary Gottlieb Steen & Hamilton; Slaughter and May
16-Aug-10
Cairn India Limited (60% Stake)
S&R Associates; Shepherd & Wedderburn
Vedanta Resources Plc
AZB & Partners; Latham & Watkins
29-Jul-10
Sanyo Electric Company Limited (49.95% Stake)
Mori Hamada & Matsumoto
Panasonic Corporation
4,839
29-Jul-10
Panasonic Electric Works Limited (49% Stake)
Kikkawa Law Offices; Advising financial advisor (Daiwa Securities Group Inc): Shearman & Sterling
Panasonic Corporation
4,698
20-Aug-10
Dana Petroleum Plc
Allen & Overy
Korea National Oil Corporation
2,916
30-Jul-10
Tanjong plc (52.82% Stake)
Cheong Kee Fong & Co; Slaughter and May
Tanjong Capital Sdn Bhd
2,474
20-Aug-10
AWB Limited
Freehills
Agrium Inc
Clayton Utz; McCarthy Tetrault
1,756
2-Aug-10
Hunan Nonferrous Metals Corporation Limited
China Minmetals HK (Holdings) Limited
Freshfields Bruckhaus Deringer; Grandall Legal Group
1,520
30-Jul-10
AWB Limited
GrainCorp Limited
Gilbert + Tobin
1,442
10-Aug-10
Industrial & Commercial Bank of China (Asia) Limited (27.19% Stake)
Industrial and Commercial Bank of China Limited
Linklaters
1,395
Notes:
Freehills
Seller Company
Deal Value (USDm) 41,908
9,177
Top deals table includes lapsed and withdrawn bids, and is based on geography of either target, bidder or seller company being Asia-Pacific•Quarterly trend graph excludes lapsed and withdrawn bids, and is based on dominant geography of target only being Asia-Pacific•League tables are based on geography of either target, bidder or seller company being Asia-Pacific. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value • Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.
League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - August 20, 2010) Rank
House
League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - August 20, 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
1
Slaughter and May
85,896
15
1
JPMorgan
76,442
26
2
Cleary Gottlieb Steen & Hamilton
77,858
4
2
Goldman Sachs
70,890
35
3
Herbert Smith/Gleiss Lutz/Stibbe
50,166
8
3
Bank of America Merrill Lynch
63,124
20
4
Blake, Cassels & Graydon
48,698
5
4
Barclays Capital
62,871
13
5
Debevoise & Plimpton
46,160
3
5
BNP Paribas SA
58,166
13
6
Jones Day
45,219
25
6
Royal Bank of Scotland Group
52,532
10
7
Norton Rose
42,799
23
7
Morgan Stanley
45,616
28
8
Stikeman Elliott
42,091
5
8
RBC Capital Markets
45,541
7
9
Sullivan & Cromwell
38,427
6
9
Santander Global Banking and Markets
42,967
2
10
Simpson Thacher & Bartlett
37,546
7
10
TD Securities
42,187
2
Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 20 August 2010
House
Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 20 August 2010
Asia-Pacific M&A Activity - Quarterly Trends 900
250,000
800
Value (USDm) Volume
700 600
150,000
500 400
100,000
300 200
50,000
Number of deals
Value (USDm)
200,000
100 0
60
Q1 03
Q2 03
Q3 03
Q4 03
Q1 04
Q2 04
Q3 04
Q4 04
Q1 05
Q2 05
Q3 05
Q4 05
Q1 06
Q2 06
Q3 06
Q4 06
Q1 07
Q2 07
Q3 07
Q4 07
Q1 08
Q2 08
Q3 08
Q4 08
Q1 09
Q2 09
Q3 09
Q4 09
Q1 10
Q2 10
Q3 10*
0
AsianLegal LegalBusiness BusinessISSUE ISSUE 10.9 Asian 10.9
MARKET DATA | |M&A M&A>> >> market data
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.•Q3 10* = 1 July 2010 to 20 August 2010
League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - August 20 , 2010) Rank
House
League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - August 20, 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
1
Slaughter and May
40,573
10
1
China International Capital
House
16,911
12
2
Herbert Smith/Gleiss Lutz/Stibbe
38,731
6
2
JPMorgan
10,164
8
3
Simpson Thacher & Bartlett
37,356
5
3
Deutsche Bank
8,055
11
4
Cravath Swaine & Moore
36,988
2
4
Morgan Stanley
7,278
9
5
Cleary Gottlieb Steen & Hamilton
35,950
3
5
Guotai Junan Securities
6,505
3
6
Weil Gotshal & Manges
35,774
3
6
Credit Suisse
6,378
10
7
Norton Rose
35,624
2
7
Goldman Sachs
5,626
7
8
Sullivan & Cromwell
35,500
2
8
BNP Paribas
4,316
5
9
Debevoise & Plimpton
35,500
1
9
UBS Investment Bank
4,015
8
10
Davis Polk & Wardwell
30,228
5
10
Hopu Investment Management
3,100
1
Based on geography of either target, bidder or seller company being China, Hong Kong, Macau or Taiwan
League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - August 20, 2010) Rank
House
League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - August 20, 2010)
Value (USDm)
Deal Count
Rank
House
Value (USDm)
Deal Count
1
Mori Hamada & Matsumoto
17,163
39
1
Nomura Holdings
22,216
2
Shearman & Sterling
12,462
9
2
JPMorgan
7,891
46 8
3
Nagashima Ohno & Tsunematsu
8,967
20
3
Morgan Stanley
7,324
16
4
Skadden Arps Slate Meagher & Flom
8,250
7
4
Daiwa Securities Group
7,266
21
5
Nishimura & Asahi
7,517
21
5
Bank of America Merrill Lynch
6,104
4
6
Anderson Mori & Tomotsune
6,595
12
6
Citigroup
5,467
5
7
Latham & Watkins
5,235
5
7
ABeam M&A Consulting
5,228
2
8
Gibson Dunn & Crutcher
5,131
3
8
Goldman Sachs
4,328
9
9
Kikkawa Law Offices
4,774
2
9
UBS Investment Bank
4,054
2
10
Morrison & Foerster
4,333
11
10
Deutsche Bank
3,521
3
Based on geography of either target, bidder or seller company being Japan
League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - August 20, 2010) Rank
House
League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - August 20, 2010)
Value (USDm)
Deal Count
Rank
Value (USDm)
Deal Count
1
AZB & Partners
28,587
42
1
Morgan Stanley
25,527
8
2
Allen & Overy
12,578
5
2
Standard Chartered Plc
22,203
6
3
Linklaters
12,170
4
3
Barclays Capital
14,005
6
4
Talwar, Thakore and Associates
10,700
2
4
UBS Investment Bank
13,529
6
5
Herbert Smith/Gleiss Lutz/Stibbe
10,700
1
5
HSBC
12,119
6
6
S&R Associates
9,323
2
6
Goldman Sachs
11,733
5
7
Latham & Watkins
9,297
2
7
Rothschild
10,948
3
8
Shepherd & Wedderburn
9,177
1
8
BNP Paribas SA
10,749
2
9
Amarchand & Mangaldas & Suresh A Shroff & Co 6,020
19
9=
Global Investment House KSCC
10,700
1
10
Crawford Bayley & Co
2
9=
State Bank of India
10,700
1
4,779
House
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 - Auguest 20, 2010) Rank
House
League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - Auguest 20, 2010)
Value (USDm)
Deal Count
Rank
House
Value (USDm)
Deal Count
11,808
16
JPMorgan
7,484
4
3
UBS Investment Bank
7,438
7
7
4
RHB Investment Bank
6,897
5
3,765
5
5
Morgan Stanley
6,349
8
Weerawong, Chinnavat & Peangpanor
3,367
2
6
Deutsche Bank
5,829
6
7
Drew & Napier
3,317
4
7
Credit Suisse
5,513
8
8
Shook Lin & Bok Singapore
2,878
3
8
Standard Chartered
5,009
3
9
Clifford Chance
2,641
8
9
Goldman Sachs
4,732
6
10
Norton Rose
2,493
2
10
Royal Bank of Scotland Group
4,719
3
1
Allen & Gledhill
6,925
18
1
CIMB Group
2
WongPartnership
6,167
30
2
3
Kadir, Andri & Partners
4,274
2
4
AZB & Partners
3,901
5
Rajah & Tann
6
Based on geography of either target, bidder or seller company being Southeast Asia
www.legalbusinessonline.com www.legalbusinessonline.com
61
market data | capital markets >>
Equity Capital Markets TRANSACTIONS List
Asia, inc Japan, ex Australia & New Zealand 25 July – 21 Aug Proceeds Issuer Issue date (USDm)
HONGKONG Poly(Hong Kong)Investments Ltd China Mengniu Dairy Co Ltd Brightoil Petroleum(Hldgs)Ltd Loudong General Nice Res INDIA SKS Microfinance Ltd Engineers India Ltd MakeMyTrip Ltd Cox & Kings(India)Ltd Bajaj Corp Ltd Indonesia BNI Berau Coal Energy PT JAPAN INPEX Corp MatsumotoKiyoshi Holdings Kenedix Inc Philippines BPI SINGAPORE Avago Technologies Ltd Tiger Airways Holdings Ltd Oceanus Group Ltd Korean Hynix Semiconductor Inc Mando Corp Dohwa Consulting Engineers Golden Narae Reit Co Ltd HepaHope Korea Inc Taiwan Acer Inc ENG Electric Co Ltd Pruksa Real Estate PCL
Currency
Bookrunner(s)
Sector
453.4 156.3 133.3 35.4
08/04/10 07/28/10 07/30/10 08/03/10
HKD HKD HKD HKD
BOCI Asia; Citigroup Global Markets Asia; Standard Chartered Bank (HK) BNP Paribas (Hong Kong) BOC International (China) Ltd Bocom International
Real Estate Consumer Staples Industrials Energy and Power
358.3 211.7 80.5 65.0 63.7
08/03/10 08/03/10 08/11/10 08/17/10 08/13/10
INR INR USD USD INR
Citigroup Global Markets India; Kotak Mahindra Capital Co; Credit Suisse HSBC Securities & Capital; SBI Capital Markets Ltd; ICICI Securities & Finance Co; IDFC-SSKI Ltd Morgan Stanley Morgan Stanley; Indiainfoline Ltd Kotak Mahindra Capital Co
Financials Industrials Consumer Products and Services Consumer Products and Services Consumer Products and Services
152.5 148.5
08/12/10 08/04/10
IDR IDR
Bahana Securities; Danareksa Sekuritas; PT Mandiri Sekuritas; Macquarie Securities Ltd Credit Suisse; JP Morgan Securities Asia Pte; CLSA Global Emerging Markets
Financials Materials
6,236.7 180.2 175.8
07/26/10 08/17/10 07/27/10
JPY JPY JPY
Goldman Sachs International; Nomura International PLC; JP Morgan Securities Ltd Nomura Securities UBS Ltd
Energy and Power Retail Real Estate
221.2
08/13/10
PHP
BPI Capital
Financials
304.1 92.5 52.9
08/13/10 08/18/10 08/19/10
USD SGD TWD
Deutsche Bank Securities Corp; Barclays Capital; Morgan Stanley; Citi Morgan Stanley (Singapore); Citigroup Polaris Securities Ltd
High Technology Industrials Consumer Staples
494.4 358.9 37.2 34.8 10.3
07/27/10 08/19/10 07/30/10 08/13/10 08/03/10
KRW KRW KRW KRW KRW
Credit Suisse; Nomura Holdings Inc; Shinhan Investment Corp; Woori Invest & Sec Co Ltd Morgan Stanley (Asia) Ltd; Citi; Macquarie Equities (Asia) Ltd Woori Invest & Sec Co Ltd Kyobo Securities Co Ltd Golden Bridge Investment & Sec
High Technology Industrials Industrials Real Estate Healthcare
500.0 32.0 94.7
08/05/10 08/20/10 08/18/10
USD TWD THB
JP Morgan Securities Inc; Citigroup Global Markets Inc Fubon Securities Co Ltd Phatra Securities Co Ltd
High Technology High Technology Industrials
DEBT CAPITAL MARKETS TRANSACTIONS LIST
Asia, inc Japan, ex Australia & New Zealand 25 July – 21 Aug Issuer HONGKONG EnTie Commercial Bank Ltd Noble Group Ltd Shimao Property Holdings Ltd PCCW-HKT Capital No.4 Ltd Dah Sing Bank Ltd Hongkong Electric Finance Ltd INDIA Union Bank of India
Bookrunner(s)
Sector
TWD USD USD USD HKD HKD
KGI Securities (Taiwan) JP Morgan Morgan Stanley; HSBC Holdings PLC; Standard Chartered PLC HSBC Holdings PLC; Morgan Stanley & Co; RBS; Standard Chartered Bank PLC BNP Paribas (Hong Kong) Standard Chartered Bank (HK)
Financials Consumer Staples Real Estate Financials Financials Financials
Barclays Capital; Citi; Deutsche Bank AG; Standard Chartered PLC; UBS Investment Bank Barclays Bank PLC; HSBC Holdings PLC; BNP Paribas SA; Royal Bank of Scotland AG; Standard Chartered Bank PLC AK Capital Services Ltd; Almondz Global Securities Ltd; Axis Bank Ltd; Darashaw & Co Ltd; Edelweiss Capital; ICICI Bank Ltd; ICICI Sec Primary Dealership; SPA Merchant Bankers; Taurus Finsec Pvt Ltd; Trust Investment Advisors Axis Bank Ltd AK Capital Services Ltd; Darashaw & Co Ltd; ICICI Bank Ltd; Real Growth Projects Ltd; SPA Merchant Bankers; Trust Investment Advisors; Yes Bank Ltd Axis Bank Ltd JP Morgan Sec India Pvt Ltd; Barclays Bank PLC; ICICI Bank Ltd Axis Bank Ltd; Trust Investment Advisors SPA Merchant Bankers; AK Capital Services Ltd; Almondz Global Securities Ltd; Axis Bank Ltd; Darashaw & Co Ltd; ICICI Sec Primary Dealership; Kotak Mahindra Bank Ltd; LKP Shares & Securities Ltd; Trust Investment Advisors; Yes Bank Ltd Barclays Capital; Axis Bank Ltd; ICICI Bank Ltd Axis Bank Ltd; ICICI Sec Primary Dealership; ICICI Bank Ltd; Kotak Mahindra Finance Ltd Yes Bank Ltd Trust Investment Advisors Axis Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; AK Capital Services Ltd
Financials
Issue date
Currency
1,263.0 748.5 500.0 498.0 51.5 38.6
08/06/10 07/30/10 07/27/10 08/19/10 08/05/10 08/11/10
399.4
08/04/10
USD
349.8
07/29/10
USD
Canara Bank
161.0
07/29/10
INR
HDFC
160.8
07/27/10
INR
Bank of Baroda
152.4
08/17/10
INR
LIC Housing Finance Ltd National Housing Bank LIC Housing Finance Ltd
145.0 139.2 135.8
08/18/10 08/10/10 08/10/10
INR INR INR
IDBI Bank Dubai Intl Centre
62
Proceeds (USDm)
NCRPB
109.0
08/04/10
INR
NABARD HDFC Tata Teleservices Ltd Export-Import Bank of India IDFC
108.4 107.4 106.9 64.4 43.5
08/09/10 08/18/10 08/16/10 08/20/10 08/06/10
INR INR INR INR INR
Financials Financials Financials Financials Financials Financials Financials Consumer Products and Services Financials Financials Telecommunications Financials Financials
Nagarjuna Construction Co Ltd
42.8
08/11/10
INR
ICICI Bank Ltd; Trust Investment Advisors
Industrials
Export-Import Bank of India IL&FS INDONESIA Berau Capital Resources PTE JAPAN Japan Housing Finance Agency Toyota Motor Credit Corp Sumitomo Life Insurance No. 3 Japan Finance Corp Japan Finance Corp Nissay 2010 Fund SPC JRTT JFM Hyogo Prefecture Bank of Fukuoka Ltd JFM Fukuoka Prefecture Chugoku Electric Power Co Inc Kyushu Electric Power Co Inc Kyushu Electric Power Co Inc City of Yokohama Kajima Corp Toyota Motor Credit Corp Odakyu Electric Railway Co Ltd JAFCO Co Ltd Toyota Finance Australia Toyota Motor Finance(NT)BV Toyota Motor Finance(NT)BV Toyota Leasing (Thailand) Nomura Real Estate Holdings Orix Corp Orix Corp Urban Renaissance Agency SBI Holdings Inc JRTT City of Nagoya American Honda Finance Toyota Motor Finance(NT)BV
42.8 32.2
07/28/10 08/17/10
INR INR
Barclays Bank PLC AK Capital Services Ltd; ICICI Bank Ltd
Financials Financials
103.5
07/26/10
USD
Credit Suisse; Deutsche Bank Securities Corp
Materials
1,568.9 999.2 789.5 575.5 575.5 564.5 405.5 351.2 350.7 341.5 234.1 233.8 231.7 231.7 231.7 231.7 227.6 222.5 175.5 173.8 156.5 154.1 128.7 125.4 117.0 116.8 116.8 116.8 116.0 115.9 115.5 100.0 84.9
08/20/10 08/09/10 07/29/10 07/29/10 07/29/10 07/27/10 08/04/10 08/10/10 08/06/10 07/27/10 08/10/10 08/06/10 08/04/10 08/04/10 08/04/10 08/04/10 07/27/10 07/27/10 08/06/10 08/04/10 08/20/10 08/10/10 08/18/10 08/11/10 08/06/10 08/20/10 08/20/10 08/20/10 08/13/10 08/04/10 08/02/10 08/03/10 08/10/10
JPY USD JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY AUD JPY JPY AUD NZD AUD THB JPY JPY JPY JPY JPY JPY JPY USD AUD
Mitsubishi UFJ Morgan Stanley UBS Investment Bank; Barclays Capital; HSBC Securities Inc Nomura Securities Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd Daiwa Sec Capital Markets; Nomura Securities Nomura Securities; Mizuho Securities Co Ltd Mizuho Securities Co Ltd Nomura Securities; Barclays Capital Japan Nikko Cordial Securities Inc Mizuho Securities Co Ltd Mitsubishi UFJ Morgan Stanley; Credit Suisse Securities(JP); Daiwa Sec Capital Markets Nomura Securities Nomura Securities Nomura Securities Mitsubishi UFJ Morgan Stanley; GSJCL Daiwa Sec Capital Markets Nomura International PLC Nikko Cordial Securities Inc Nomura Securities Mitsubishi UFJ Sec Intl Plc Daiwa Capital Markets Europe Mizuho International plc CIMB Thai Bank Public Co Ltd; Bangkok Bank; Kasikornbank PCL Nomura Securities Daiwa Sec Capital Markets Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Nomura Securities Mizuho International plc Nomura Securities; Mizuho Securities Co Ltd Nikko Cordial Securities Inc; Mizuho Securities Co Ltd Bank of America Merrill Lynch; Deutsche Bank Securities Corp Daiwa Capital Markets Europe
Government and Agencies Financials Financials Government and Agencies Government and Agencies Financials Industrials Government and Agencies Government and Agencies Financials Government and Agencies Government and Agencies Energy and Power Energy and Power Energy and Power Government and Agencies Industrials Financials Industrials Financials Financials Industrials Industrials Financials Real Estate Financials Financials Government and Agencies Financials Industrials Government and Agencies Financials Industrials
Asian Legal Business ISSUE 10.9
market data | capital markets >> Premier Investment Corp Toyota Motor Finance(NT)BV Ehime Bank Ltd Nagatanien Co Ltd Toyota Finance Australia ORIX JREIT Inc Urban Renaissance Agency MALAYSIA Celcom Transmission(M)Sdn Bhd Danga Capital Bhd Malaysia Airports Capital Bhd Cagamas Berhad Malaysia Debt Ventures Bhd Cagamas Berhad Padiberas Nasional Bhd PHILIPPINES ADB Alliance Global Group Cayman ADB SINGAPORE STATS ChipPAC Ltd PSA International Pte Ltd SPIAA CapitaLand and Treasury Ltd CapitaMalls Asia Treasury Ltd Olam International Ltd CMT MTN Pte Ltd CDLHT MTN Pte Ltd Swiber Holdings Ltd Banyan Tree Holdings Ltd Keppel Land Ltd CDLHT MTN Pte Ltd SOUTH KOREA HART 2010-B
82.1 81.4 80.6 80.1 60.0 58.5 58.4
08/11/10 08/18/10 07/29/10 07/28/10 08/20/10 08/06/10 08/20/10
JPY ZAR JPY JPY USD JPY JPY
Nikko Cordial Securities Inc Mizuho International plc Daiwa Sec Capital Markets Daiwa Sec Capital Markets Mitsubishi UFJ Sec Intl Plc Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Nomura Securities
Real Estate Industrials Financials Consumer Staples Financials Real Estate Government and Agencies
1,336.3 1,111.0 318.4 315.5 157.2 148.9 127.3
08/18/10 08/03/10 08/20/10 08/11/10 08/16/10 08/03/10 08/18/10
MYR SGD MYR MYR MYR MYR MYR
CIMB Investment Bank Bhd; Maybank Investment Bank Bhd Oversea-Chinese Banking; DBS Bank Ltd; CIMB Investment Bank Bhd CIMB Investment Bank Bhd; Citi Al Rajhi Banking & Investment; RHB Investment Bank Bhd; RBS CIMB Investment Bank Bhd HSBC Bank Malaysia Bhd; CIMB Investment Bank Bhd; Malayan Banking Bhd Standard Chartered Bk Malaysia; Bank Muamalat Malaysia
Telecommunications Financials Financials Financials Financials Financials Consumer Staples
996.1 496.5 104.5
08/12/10 08/13/10 07/28/10
USD USD BRL
Morgan Stanley; UBS Investment Bank UBS Investment Bank Daiwa Securities SMBC Europe
Government and Agencies Consumer Staples Government and Agencies
600.0 498.4 451.2 258.4 257.1 250.0 221.6 111.4 81.1 36.9 36.7 18.6
08/04/10 08/03/10 07/30/10 08/17/10 08/12/10 08/06/10 08/19/10 08/06/10 08/20/10 08/10/10 07/26/10 08/06/10
USD USD AUD SGD SGD USD SGD SGD SGD SGD SGD SGD
Credit Suisse; Deutsche Bank Securities Corp Barclays Capital Group; Credit Suisse; Goldman Sachs & Co Commonwealth Bank of Australia; Westpac Banking DBS Bank Ltd DBS Bank Ltd; Standard Chartered Bank (SG) HSBC Holdings PLC; JP Morgan DBS Bank Ltd Standard Chartered Bank (SG); DBS Bank Ltd DBS Bank Ltd Hong Kong & Shanghai Bank (SG) CIMB Bank Bhd Standard Chartered Bank (SG)
High Technology Industrials Energy and Power Financials Financials Consumer Staples Financials Financials Industrials Media and Entertainment Real Estate Financials
Bank of America Merrill Lynch; Barclays Capital; Societe Generale Woori Invest & Sec Co Ltd; KB Invest & Sec; Korea Investment & Securities; Daewoo Securities Co Ltd; Samsung Securities Hana Daetoo Securities Co Ltd KB Invest & Sec KB Invest & Sec SK Securities Co Ltd Korea Development Bank; Daewoo Securities Co Ltd; Hana Daetoo Securities Co Ltd Tong Yang Securities SK Securities Co Ltd; Daishin Securities Co Ltd Korea Investment & Securities Tong Yang Securities; KB Invest & Sec; SC Securities Korea Ltd SK Securities Co Ltd KB Invest & Sec; Hana Daetoo Securities Co Ltd Korea Development Bank Daewoo Securities Co Ltd HMC Investment Securities Co Daewoo Securities Co Ltd SK Securities Co Ltd Hana Daetoo Securities Co Ltd Samsung Securities Samsung Securities Korea Development Bank; Kumho Investment Bank; KB Invest & Sec Woori Invest & Sec Co Ltd Woori Invest & Sec Co Ltd Hana Daetoo Securities Co Ltd Korea Investment & Securities Samsung Securities Daewoo Securities Co Ltd; Tong Yang Securities Korea Investment & Securities Korea Investment & Securities Standard Chartered Bank (HK) E Trade Korea Co Ltd Kiwoom Securities Co Tong Yang Securities IBK Securities Co Ltd Dongbu Securities Dongbu Securities; KB Invest & Sec; Korea Development Bank; Bookook Securities Co Ltd SK Securities Co Ltd Shinhan Investment Corp Korea Development Bank Daewoo Securities Co Ltd Korea Development Bank Korea Investment & Securities Dongbu Securities Hyundai Securities Co Ltd Daewoo Securities Co Ltd; Korea Development Bank Dongbu Securities SC Securities Korea Ltd Shinhan Investment Corp; Dongbu Securities; Tong Yang Securities Korea Development Bank Tong Yang Securities KB Invest & Sec Mirae Asset Securities KB Invest & Sec Credit Suisse SK Securities Co Ltd Dongbu Securities Daewoo Securities Co Ltd SC Securities Korea Ltd; Tong Yang Securities; KB Invest & Sec KB Invest & Sec Daewoo Securities Co Ltd
Financials
1,171.2
08/19/10
USD
Posco Co Ltd
428.5
08/04/10
KRW
Woori Bank Woori Bank Woori Bank Woori Fin Hldgs Co Ltd Korean Airlines Co Ltd Korea District Heating Corp Shinhan Financial Group Ltd Hyundai Motor Co Ltd Lotte Engineering & Constr Co Samsung Techwin Co Ltd Asiana Airlines Inc LG Display Co Ltd Hyundai Elevator Co Ltd Shinhan Card Co Ltd Shinhan Bank Hyundai Capital Services Inc Shinhan Bank Hanwha Corp Kyongnam Bank Doosan Infracore Co Ltd NHN Corp Shinhan Bank Shinhan Card Co Ltd KDB Capital Corp Hanwha Engineering & Constr Co SK Engineering & Constr Co Ltd KT Capital Corp KDB Capital Corp Korea Development Bank Aju Capital Co Ltd Shinhan Card Co Ltd Hyundai Capital Services Inc Hana SK Card Hyundai Capital Services Inc Daelim Information & Service Hyundai Card Co Ltd Daishin Securities Co Ltd Hanjin Heavy Ind & Const Hldg Lotte Aluminum Co Ltd IBK Capital Dongwon F&B Co Ltd Shinhan Bank Hyundai Capital Services Inc KLC 2nd Securitization Daegu Bank Ltd Samsung Card Co Ltd Tong Yang Major Corp Lotte Card Co Ltd Eland World Ltd Jeonbuk Bank Shinhan Card Co Ltd Hansol Paper Co Ltd Korea Development Bank Woori Financial Co Ltd Hyundai Card Co Ltd Lotte Card Co Ltd Hyundai Commercial KDB Capital Corp Lotte Card Co Ltd TAIWAN Taipower Taiwan Business Bank Ltd
336.0 285.9 278.5 257.1 253.8 253.2 253.2 253.2 172.2 170.6 126.8 116.4 101.3 100.0 92.7 85.8 85.8 85.8 85.2 84.6 84.5 84.4 77.6 75.6 75.6 68.6 68.5 67.7 59.9 54.2 51.7 51.5 51.4 51.1 50.6 50.6 50.0 50.0 50.0 46.2 43.1 42.9 42.8 42.6 42.3 42.3 42.2 42.2 42.0 42.0 42.0 42.0 39.7 34.5 34.3 34.3 34.0 30.0 30.0
07/26/10 08/13/10 08/12/10 08/03/10 08/02/10 07/29/10 07/29/10 07/30/10 08/09/10 08/20/10 08/13/10 08/12/10 07/29/10 08/02/10 08/16/10 08/05/10 08/05/10 08/06/10 08/18/10 08/12/10 08/13/10 07/28/10 08/09/10 07/26/10 07/28/10 08/04/10 08/10/10 08/11/10 08/11/10 07/26/10 08/09/10 08/05/10 08/04/10 08/18/10 07/28/10 07/29/10 07/26/10 08/03/10 08/06/10 07/26/10 08/10/10 08/03/10 08/10/10 08/19/10 07/30/10 08/20/10 07/29/10 08/12/10 07/26/10 07/26/10 07/26/10 07/28/10 07/30/10 08/09/10 08/05/10 08/04/10 08/17/10 07/27/10 08/02/10
KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW JPY KRW USD KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW HKD KRW KRW KRW KRW KRW KRW KRW KRW USD USD KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW HKD KRW KRW KRW KRW USD USD
371.2 189.6
08/19/10 08/09/10
TWD TWD
Materials Financials Financials Financials Financials Industrials Energy and Power Financials Industrials Industrials High Technology Industrials High Technology Industrials Financials Financials Financials Financials Materials Financials Industrials High Technology Financials Financials Financials Industrials Industrials Financials Financials Financials Financials Financials Financials Financials Financials High Technology Financials Financials Industrials Materials Financials Consumer Staples Financials Financials Financials Financials Financials Materials Financials Retail Financials Financials Materials Financials Financials Financials Financials Financials Financials Financials
Formosa Petrochemical Corp
188.1
08/13/10
TWD
Far Eastern New Century Corp First Commercial Bank Co Ltd Chailease Securitization 2010 Uni-President Enterprises Corp THAILAND PTTEP AIF Siam Cement PCL Double A (1991)Pcl Metropolitan Electricity VIETNAM Vietnam National Shipping Line
188.0 156.5 134.0 56.4
08/20/10 07/29/10 08/10/10 08/21/10
TWD TWD TWD TWD
Yuanta Securities Co Ltd Grand Cathay Securities Corp Yuanta Securities Co Ltd; Cathay Securities Investment; Masterlink Securities Co; Mega Securities Co Ltd; Grand Cathay Securities Corp; Shanghai Commercial & Savings; Jih Sun Securities; Capital Securities Corp; Polaris Securities Ltd Masterlink Securities Co Masterlink Securities Co; Yuanta Securities Co Ltd KGI Securities (Taiwan) Mega Securities Co Ltd
200.0 158.7 78.8 31.7
08/04/10 08/19/10 08/17/10 08/19/10
USD THB THB THB
Bangkok Bank Siam Commercial Bank PLC; Bangkok Bank; Kasikornbank PCL; Krung Thai Bank; Bank of Ayudhya Plc Standard Chartered Bank(Thai); Krung Thai Bank Standard Chartered Bank(Thai)
Energy and Power Materials Materials Energy and Power
52.0
08/04/10
VND
SCB (Vietnam)Ltd
Industrials
www.legalbusinessonline.com
Energy and Power Financials Energy and Power Materials Financials Financials Consumer Products and Services
63
Advocates & Solicitors Notaries Public Commissioners for Oaths
GURBANI & CO is looking to hire up to 3 motivated litigation associates with 1-4 years’ PQE to join their expanding litigation and arbitration practice in the areas of maritime/shipping law, insurance (general, marine and non-marine) and international trade. Successful applicants will work closely alongside senior partners in an exciting and challenging environment. Good exposure will be provided to interesting and high level work. Successful applicants are also assured of a healthy exposure to court work and advocacy. Attractive remuneration packages are on offer. Please send your application to Gurbani & Co, 78 Shenton Way #31-02, Singapore 079120 or by email to mail@gurbaniandco.com About the Firm
Gurbani & Co offers a sophisticated commercial legal practice complemented by a dedicated team of skilled advocates. The firm enjoys a distinguished reputation in regional legal circles as a provider of outstanding legal services, particularly in the marine and insurance industry since 1989. In these specialist areas, our lawyers work at the cutting edge of legal developments, combining rigorous analysis with astute judgment that comes only with in-depth knowledge and specialist experience. Gurbani & Co is consistently listed in renowned legal directories as a leading marine and insurance law practice in the Asia Pacific region. We also enjoy an excellent reputation in international commercial arbitration. Our lawyers have acted both as arbitrators and counsel in large scale ICC and other institutional arbitrations.
Recruitment | Singapore In-house Managing Counsel, Oil & Gas Major - 12+ years PQE Excellent opportunity for a dynamic Singapore qualified lawyer to join as the head of the legal team here supporting the trading arm of this oil & gas major. Candidates must have a depth of experience with commodities trading gained at a bulge bracket bank and preferably be familiar with regional regulatory issues. You should also possess good people management and communication skills. Ref GIS-766 Head of Legal, Real Estate Giant - 12+ years PQE Our client, a real estate heavyweight with a global portfolio of properties, is looking to take on an energetic and commercially savvy lawyer to head its legal and company secretariat function. Ideal candidates should be Singapore qualified and have relevant experience gained with a top firm and/or with a local listed company. You should have excellent interpersonal skills and proven management ability. Ref GIS-759 Commercial IP/IT Lawyer, Technology/R&D Leader - 2 to 5 years PQE Exciting opportunity for a Singapore qualified lawyer with solid corporate commercial experience to join a dynamic organisation on the cutting edge of the R&D and technology sectors. Some prior experience in IP/IT work is an advantage. A creative work environment and a fulfilling career awaits you. Ref GIS-758
Recruitment | Singapore Private Practice Asset Finance Lawyer, Singapore – 2 to 5 years PQE This UK law firm, a market leader across different practice areas, is looking for ship finance or aviation finance lawyers for their Singapore office. A collegiate environment, quality work and excellent remuneration are on offer. Ref APS-763 Banking & Finance Lawyer, Singapore – 2 to 5years PQE Our client, a global US law firm, is interested to hear from excellent banking and finance lawyers with a background in general bank finance, project finance or structured finance for their expanding Singapore office. Excellent quality of work and outstanding remuneration at one of the most prestigious law firms in the world. Ref APS-677 Corporate/M&A Lawyer, Singapore - 2 to 5years PQE This top US law firm wants to hire another Corporate/M&A lawyer for their Singapore office. Ideally you will be US qualified and coming from a top US/UK law firm. Excellent quality of work (with a focus on private equity), remuneration at US levels and a friendly firm culture are on offer. Ref APS-541 International Arbitration, Singapore - 2 to 5 years PQE This top UK law firm is looking to expand their highly-regarded dispute resolution/international arbitration team. You will be working at a leading team on a variety of high value commercial dispute or investment treaty matters. Excellent academics and prior experience at a top tier firm are required for this role. Ref APS-745
jlegal
your global recruitment partner
Recruitment | International Shipping Litigator, Hong Kong - 2 to 6 years PQE Our client, a global UK law firm, with one of the world’s leading shipping practices, is now seeking a capable litigator to work on a broad range of matters including Charterparties, Bills of Lading, Cargo claims, Int’l Trade and Commodity Disputes. Enjoy a generous remuneration package & the chance to rapidly develop your career. Ref TPH-686 M&A / Private Equity Lawyer, Beijing – 3 to 5 years PQE Wall Street law firm which has one of Asia’s leading M&A / P.E. practices seeks an ambitious M&A / P.E. lawyer with international law firm experience to join its busy team and get involved in some cutting edge work alongside several leading partners in a supportive environment. Fluent Mandarin is required. Ref TPC-732 Corporate Energy/Infrastructure, London - 3 to 7 years PQE Our client is a leading firm in this practice area and now requires a senior associate to join the Group. Candidates will need diverse projects experience in the Energy, Mining and/or Infrastructure sectors. Experience in engineering and construction work and familiarity with the standard form contracts is required. You will engage in a range of transactional work throughout the EMEA region. Ref SPL-186 Shipping Lawyers, Major International Law firm, London - 2 to 5 years PQE Our client is a large global law firm with a small but highly regarded shipping practice. They now welcome applications from experienced junior and mid level shipping lawyers. Candidates will be highly motivated and want a career in shipping law. The firm offers good client contact, excellent remuneration & benefits and a friendly culture. Ref SPL-136
Contact Us
For current opportunities in private practice, in-house or overseas, visit our website or contact us: e | singapore@jlegal.com t | singapore 65 6818 9701
www.jlegal.com
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In-house VP, Legal and Compliance (12-15 yrs pqe) Singapore This specialized medical device company is seeking someone to take on senior oversight responsibility for both legal and compliance matters across the Asia-Pacific region. You will work closely with senior management on all legal matters and strategic input, ensure that the elements of an effective compliance program are being addressed, perform general reviews and advise business leaders. Strong knowledge of relevant laws in Asia and the US with the ability to lead a complex compliance program required. Ref: 9246/ALB Head of Regulation and Competition (8+ yrs pqe) Singapore
Oversee all regulatory issues for the Asia Pacific operations of this global IT and telecommunications conglomerate. This mandate is responsible for ensuring all telecom regulatory requirements are identified and clearly understood by the business. A strong track record in presenting to senior management and external stakeholders is a must. Ref: 9234/ALB
Compliance and Legal Director, Asia-Pacific (8+ yrs pqe) Singapore
Are you ready to manage the corporate compliance program for the Asia Pacific operations of a medical device corporation? Experience with regional compliance programs in Asia and the FCPA or other laws affecting US-based MNCs is required. Leadership, communications and teamwork skills desired. Ref: 9247/ALB
Senior Legal Counsel (6-8 yrs pqe) Malaysia Take a lead role on a top
IT company’s Malaysian legal team. This mandate covers corporate and contract matters across the country, and those with experience in litigation, oil and gas, HR and customer contracts are encouraged to apply. Previous IT experience would be advantageous. Ref: 9123/ALB
ASEAN Legal Counsel (5-8 yrs pqe) Singapore Develop your career by
covering a range of maters at this international business. This role requires experience in commercial transactions, IP, competition, environmental and litigation issues. Those who can liaise with legal authorities and have worked at an MNC will have an advantage. Ref: 9239/ALB
Legal Counsel (5-7 yrs pqe) Singapore Advise on all aspects of the
equities and investment finance flow business at this Fortune 500 global bank. This role requires strong experience in banking products, including credit and preferably securities. You should be able to communicate effectively with various business clients and take the lead on solving complex problems. Ref: 9249/ALB
India Legal Counsel (5-7 yrs pqe) Mumbai Join a top US energy conglomerate by taking on a stand alone, regional role based in India. You must be experienced in corporate commercial work and/or dispute resolution, and those with direct experience in the oil and gas field will have a distinct advantage. Indian qualification with fluent English required. Ref: 9194/ALB
ISDA/Derivatives Lawyer (3-8 yrs pqe) Singapore
An international financial services firm is seeking an ISDA or Derivatives Lawyer to advise on and review swap and derivative transactions in the Asia-Pacific region. To succeed in this role, you must have quality derivatives negotiation or general banking experience. A working proficiency in written and spoken Mandarin is required. Ref: 9220/ALB
Legal Counsels (3-7 yrs pqe) Singapore This tele-
communications giant is seeking both junior and senior legal counsels to help support their expanding operations in Singapore. Prior telecommunications experience is preferred, but those who demonstrate a strong ability and willingness to learn will be considered. Strong contractual/commercial experience required, prior regulatory exposure and Singapore qualification preferred. Ref: 9235/ALB
Private Practice Real Estate Associate (4-6 yrs pqe) Singapore Our client,
a respected international law firm, is seeking an associate to join their leading corporate practice group. You should be Singapore qualified and have real estate or property experience. Ref: 9124/ALB
Associate (4+ yrs pqe) Singapore Excellent opportunity to join a
UK commercial law firm. This position will help develop the firm’s presence in Singapore and requires construction and dispute resolution experience. An independent attitude with common law qualification is required. Ref: 9212/ALB
M&A Associate (3+ yrs pqe) Singapore Do you have experience
at a top-tier law firm and want to get cross-border experience at one of the most prestigious international firms in the world? Our client is seeking a talented M&A Associate to take on international clients and deals. Fluent English is required. Ref: 9087/ALB
Banking Associate (2+ yrs pqe) Singapore Advise banking clients at this respected international law firm. To succeed in this role, you must have a common law background and a strong understanding of the banking business. Ref: 9168/ALB
HONG KONG Tel: (852) 2520 1168 Fax: (852) 2865 0925 Email: hughes@hughes-castell.com.hk SINGAPORE Tel: (65) 6220 2722 Fax: (65) 6220 7112 Email: hughes@hughes-castell.com.sg BEIJING Tel: (86) 10 6581 1781 Fax: (86) 10 6581 1773 Email: beijing@hughes-castell.com.hk
a Randstad company
www.hughes-castell.com.sg