Asian Legal Business (SE Asia) Jan 2011 by Key Media

ISSUE 11.01

ALB Special Report: Korea 2011 Arbitration to the fore

Trans-Atlantic mergers Causing collateral damage in Asia?

The battle for Hong Kong US and UK firms face off

Legal services market: big trends to watch in 2011

n Lateral moves n Deals Roundup n Region-wide updates n Latest debt & equity market data ISSN 0219 – 6875 MICA (P) 103/07/2010

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1 June 2011 Capella, Singapore www.siaf.sg

â&#x20AC;&#x153;The Future for International Arbitrationâ&#x20AC;? The biannual Singapore International Arbitration Forum 2011 brings together eminent arbitration practitioners from around the world to discuss current and developing concerns in the international arbitration industry, with a particular focus on Asia. The 2011 conference will also deal with the specific topic of Insurance Arbitration, a key area of dispute resolution in the wake of the 2009 Global Financial Crisis.

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EDITORial >>

New Year cheer IN THE FIRST PERSON

othing prompts excogitation better than the end of one year and the commencement of the next, said Dickens. Whereas this annual exercise in self-examination may have been cause for dismay in years past, for many if not most law firms across the region, reflecting on 2010 will be a decidedly more enjoyable experience. Not only was there growth by almost every measure—as our ALB Fast 30 indicates—but the strong and continuing economic recovery across the region is a sure sign that things will be only be better in 2011. This is not to say that there will not be challenges, however. Whereas the challenges in years past have found their genesis in Asia’s economic woes, the difficulties that await firms in 2011 will come from Asia’s increasing celebrity. While 2010 may have been a year of economic recovery, it was also a year in which the complexion of the legal services markets in Asia changed immensely. The arrival of trans-Atlantic monoliths and cut-throat competitiveness between foreign firms in Hong Kong and Singapore, and the flurry of law firm mergers and alliances in India, China and Indonesia, are all indicative of the fact that the legal services markets of the region are now more mature, more dynamic and, importantly, more populated than they were only a few years ago. The result, of course, is heightened competition in all segments of the market and what appears to be the gradual dissolution of the long-held hegemonies of the biggest competitors. Just as firms’ ability to navigate economic challenges determined their prosperity in 2009-10, so will their ability to navigate the structural challenges in play at the moment define their success in 2011 and beyond.

“Clients in the US and Europe may be demanding that their legal advisers become ‘one-stop’ shops with offices everywhere in the world, but is this what clients in China, India or South-East Asia really want? ” Collateral damage: Asia and the trans-Atlantic merger (p9)

“Our objective for setting up in Singapore is to serve our existing Singapore-based clients who have projects and investments in the Greater Mekong region and also South Asia” David Doran, DFDL Mekong (p38)

“A recruiter might look at a CV and say, well an LLM might not add that much, but what it does show is someone who is prepared to do a little bit more” Jacqueline Keddie, Law Alliance (p59)

Whereas the challenges in years past have found their genesis in Asia’s economic woes, the difficulties that await law firms in 2011 will come from Asia’s increasing celebrity

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| deals>> CONTENTS News >>

ALB FAST

contents NEWS ANALYSIS

08 Collateral damage: Asia and the transAtlantic merger Trans-Atlantic law firm mergers may deliver firms access to the lucrative legal markets in the US and Europe – but is this occurring at the expense of Asia? 10 Pharmaceuticals: the new energy & resources for Asia’s law firms? All the empirical data suggests that pharmaceuticals and life sciences will be two of Asia’s busiest sectors in the year ahead. But are the region’s law firms ready to capitalise on the boom? 12 The battle for Hong Kong: US and UK firms face-off The localisation processes undertaken by a number of US heavy-hitters over the past 12 months may bring them into closer

34 cover story The ALB Fast 30 2010 ALB reveals Asia’s 30 fastest growing law firms based on revenue and headcount growth

10 competition with their UK counterparts – but their strategies may be more defensive in nature

FEATURES

44 ALB Special Report: Korea 2011 Korea’s strong and speedy recovery from the Great Recession has got its economy firing on pre-crisis levels again and its legal services market firmly in growth mode. This ALB Special Report takes a detailed look at the two sectors garnering the most attention: international arbitration and intellectual property 52 In-house Perspective: Veronica Lai, StarHub Why, after a game-changing merger and an award-winning float, the world surrounding StarHub’s general counsel is still ever-changing 54 Predictions for 2011 A carefully assembled panel of legal experts

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

predict what the major trends will be in a selection of key legal markets in Asia this year 58 Higher education ALB looks in detail at the merits of MBAs and LLMs and analyses which will give lawyers a leg up in the post-GFC employment market 60 Forensic accounting ALB looks at this important tool and how it can benefit litigation practices in Asia

Regulars 4 DEALS 14 NEWS • DFDL Mekong to consolidate pan-ASEAN reach with Singapore office • Amarchand & Mangaldas advises on largest buyback in Indian history • Clyde & Co launches Greater China construction practice

Practice area and industry editors

The Industry Updates section is sponsored by the following firms:

China

Vietnam

Intellectual property / Energy & Resources / Employment

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 DC.

Indochine Counsel is a commercial law firm focusing on business law practice in the Indochina region. Our areas of practice include:foreign investment, corporate and commercial, M&A, securities and capital markets, banking & finance, property and construction, taxation, IP, IT and Internet, international trade, outward investment and 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.

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 and debt markets, corporate and commercial, energy and utilities, restructuring, projects, construction, privatisation and financing, litigation and arbitration and is also rapidly building its reputations in the areas of IP and information technology.

Doing business in Malaysia Naqiz & Partners is a Malaysian law firm with specialised practice areas including corporate and 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 11.01

www.legalbusinessonline.com

ALB issue 11.01

• Orrick establishes first South-East Asia presence with Hanoi tie-up • Nixon Peabody strikes local alliance to enter HK • Vietnam: potential boom in litigation as new consumer laws approved • Rupee strength thrusts Indian M&A activity ahead of BRIC counterparts • Offshore shipping revs up as companies relocate HQs to Singapore

16 Emerging markets Kelvin Chia partnership 17 Employment ATMD Bird & Bird 18 Islamic finance Mohamed Ridza & Co 19 Doing business in Malaysia Naqiz & Partners

21 UK Report

30 • • • • • •

23 US Report 62 M&A deal update 64 Capital markets deal update INDUSTRY UPDATES 14 Intellectual property ATMD Bird & Bird 15 Malaysia M&A Azmi & Associates

Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as ALB can accept no responsibility for loss.

Profile 47 Shin & Kim

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Mohamed Ridza & Co. was established in June 2005. A member of LaWorld, the firm specialises in a wide spectrum of law which includes, inter alia, Banking & Finance, Capital Markets, Construction, Corporate & Commercial law, Foreign Investment, Mergers & Acquisitions, Oil & Gas, Privatisation, Projects and Real Estate. The firm has won many awards from Asialaw Leading Lawyers, International Financial Law Review (IFLR), Asia Legal Business, Islamic Finance News (IFN), Chambers Asia and many other publications.

Kelvin Chia Partnership is a commercial law firm headquartered in Singapore with strong regional capabilities. With offices in Hanoi, Ho Chi Minh City, Yangon, Bangkok and Phnom Penh, and extensive experience all throughout Asia, we provide localized legal solutions consistent with international standards in emerging markets in Asia.

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NEWS | deals >>

| Hong Kong |

deals in brief

►► IRC Hong Kong IPO Value: US$222m

Firm: Norton Rose Client: IRC Role: Hong Kong counsel to issuer Firm: Appleby Lead lawyer: Gray Smith Client: International and Cayman counsel to issuer Firm: Linklaters Client: Underwriters Role: Hong Kong counsel to underwriters HEADLINE DEAL

| Indonesia/Singapore/UK | ►► Bumi-Berau-Vallar merger/reverse takeover Value: US$3bn Firm: Holman Fenwick Willan Lead lawyers: Alistair Duffield; Nick Hutton Client: Recapital/Bakrie Group Role: International/UK counsel to seller Firm: Freshfields Lead lawyer: Julian Makin Client: Vallar Role: UK counsel to acquirer Firm: Hadiputrano, Hadinoto & Partners Client: Recapital/Bakrie Group Role: Indonesian counsel to sellers Firm: Soemadipradja & Taher Client: Vallar Role: Indonesian counsel to acquirer

• Indonesia is the largest thermal coal exporter globally. Vallar will acquire 25% of Bumi Resources Indonesia’s largest coal producer and 75% of Berau Coal Energy, its fifth-largest coal producer in a reverse takeover • Under the reverse takeover deal, Bakrie Group, which controls Bumi Resources, will become largest shareholder in Vallar with 43% (excess above 29.9% held by way of suspended voting shares). • Recapital – which owns Berau – will receive 25% stake in Vallar • Vallar will be renamed Bumi Plc following completion of the deal in April 2011 • Intension is that Bumi Plc will be first company with an Indonesian focus to achieve a premium listing and to trade on the Main Board of the London Stock Exchange, with a possible dual listing to follow

“The participation of three public companies added complexity to the deal: one public company acquiring a significant percentage of two other public companies – and a reverse takeover on top of all that. A lot of attention had to be paid to change of control issues and the Indonesian takeover requirements in respect of Bumi and Berau, and mandatory takeover offer triggers for all of the shares” Alistair Duffield, Holman Fenwick Willan 4

• IRC was previously a wholly owned subsidiary of London Stock Exchange-listed Petropavlovsk plc, Russia’s third-biggest gold producer • Is the holding company of the nonprecious metals division of the group following spin-off of the division via various Cayman entities

| Indonesia | ►► PT Indika Energy Tbk Regulation S Offering Value: US$215m Firm: Davis Polk & Wardwell Lead lawyers: William Baron, Gerhard Radtke (Of counsel) Client: Citigroup Global Markets and JP Morgan Securities Role: Hong Kong counsel to joint lead managers Firm: Mayer Brown JSM Client: Indika Energy Role: US counsel to issuer Firm: Melli Darsa & Co Client: Indika Energy Role: Indonesian counsel to issuer

• Group specialises in coal production, owns 46% interest in Indonesia’s third-largest coal mining company • Davis Polk completed similar offering in November 2009, advising Citigroup Global Markets as initial purchaser in connection with US$230m Rule 144A/Regulation S offering by Indo Integrated Energy II BV, a wholly owned subsidiary of Indika Energy, of its high yield notes issue

| Thailand/Singapore/ Japan | ►► Asian Development Bank – The Bangchak Petroleum Company loan facility Value: US$142m Firm: Ashurst Lead lawyer: Matthew Bubb Client: ADB and Mizuho Corporate Bank Role: International counsel to lenders Firm: Chandler & Thong Ek Client: ADB and Mizuho Corporate Bank Role: Thai counsel to lenders • Loan facility provided to The Bangchak Petroleum Company is slated for development of two solar power plants in central Thailand • The 8MW and 30MW plants, due to Matthew Bubb be completed Ashurst next year, are part of Thai government’s strategy to produce 20.4% of primary commercial energy from renewable sources by 2022

| Singapore |

Firm: Assegaf Hamzah & Partners Client: Citigroup Global Markets and JP Morgan Securities Role: Indonesian counsel to underwriters

►► Divestment of Pantech 21 and New Tech Park by CDL to Sabana REIT

• PT Indika Energy Tbk is one of Indonesia’s leading integrated energy groups, with a portfolio of businesses spanning energy resources, services and infrastructure sectors

Firm: WongPartnership Lead lawyers: Dorothy Marie Ng, Tan Teck Howe Client: Eccott and Branbury Investments Role: lead counsel to seller

Value: US$265m

Asian Legal Business ISSUE 11.01

NEWS | deals >>

Firm: Allen & Gledhill Client: HSBC Institutional Trust Services Role: lead counsel to purchaser

►► your month at a glance Firm

Jurisdiction Singapore

Parkway Holdings Murabaha financing

573 Islamic finance

• WongPartnership acted for Eccott, a wholly-owned subsidiary of City Developments (CDL) and Branbury Investments (JV company in which CDL has approx 42% interest) in a US$265m real estate sale

Allen & Gledhill

Singapore

STX OSV Holdings IPO

220 Capital markets

Singapore

UOB-OCBC term loan facility to Dolphin Acquisitions

139 Debt, finance

India/Canada

JSW Energy-CIC Energy Corporation acquisition

418 M&A

India

Piramal Healthcare buyback of equity shares

557 M&A

India

Power Grid India IPO

1,700 Capital markets

India/US

Jindal Stainless debt restructure

2,000 Debt

Amarchand & Mangaldas

Tan Teck Howe WongPartnership

• Sale involved Shariahcompliant aspects as HSBC Dorothy Marie Ng WongPartnership Institutional Trust Services (Singapore) acted in capacity of trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust • HSBC purchased Pantech 21 at 200 Pandan Loop and a 45 year leasehold interest in New Tech Park at 151 Lorong Chuan for S$41.5m and S$305.9m respectively

| India |

Hong Kong/Cayman/US

IRC listing on HKSE

Ashurst

Thailand/Singapore/ Japan

Asian Development Bank–The Bangchak Petroleum Company loan facility

Axon Partners

India/US

Jindal Stainless debt restructure

2,000 Debt 1,700 Capital markets

Firm: Dorsey & Whitney Client:Power Grid India www.legalbusinessonline.com

142 Debt

AZB & Partners

India

Power Grid India IPO

Thailand/US

Thai Airway international offering

487 Capital markets

Blakes

Korea

Korea Air share issue

481 Capital markets

Chandler & Thong Ek

Thailand

Asian Development Bank–The Bangchak Petroleum Company loan facility

142 Debt

Singapore/China

Temasek Holdings-Asian Citrus Holdings investment/share placement

India/US

Jindal Stainless debt restructure

Hong Kong/China

China Datang Corporation Renewable Power HKSE IPO

Saudi Arabia

Ma'aden Rolling Company mill financing

Indonesia/US

PT Indika Energy Tbk Regulation S Offering

India/Singapore

ICICI Bank bond offering

Deacons

Singapore/US/China

Bank of America entitlement disposal in China Construction Bank’s to Temasek Holdings subsidiary

Dorsey & Whitney

India

Power Grid India IPO

1,700 Capital markets

Singapore/Indonesia/UK

Bumi Resources-Berau Coal Energy-Vallar merger/reverse takeover

3,000 M&A, equity

Hong Kong

Greatview Aseptic Packaging Company IPO

184 Capital markets

Hong Kong

Sateri IPO

402 Capital markets

Hong Kong

CITIC Dameng HK IPO

266 Capital markets

Singapore/Indonesia/UK

Bumi Resources-Berau Coal Energy-Vallar merger/reverse takeover

3,000 M&A, equity

Hong Kong

Hang Lung Group top-up placement

1,420 Capital markets

Hong Kong/US

Sino Land top-up placement

Thailand/Canada

PTTEP-Kai Kos Dehseh Oil Sands Project acquisition

2,280 M&A

Hong Kong/US/China

Chongqing Rural Commercial Bank HKSE IPO

1,350 Capital markets

Malaysia/Hong Kong/ Philippines/Singapore

Genting HK syndicated loan

Clifford Chance

Davis Polk & Wardwell

Freshfields

Hadiputrano, Hadinoto & Partners

Herbert Smith

Holman Fenwick & Willan

Khaitan & Co

200 Capital markets 2,000 Debt 643 Capital markets 2,520 Project finance 215 Capital markets 1,000 Debt 430 M&A

663 Capital markets

600 Debt

Singapore/Indonesia/UK

Bumi Resources-Berau Coal Energy-Vallar merger/reverse takeover

India/US

Zensar Technologies-Akibia acquisition

3,000 M&A, equity 66 M&A

Singapore/India/US

Accenture-Ariba Singapore acquisition

51 M&A

Linklaters

Hong Kong/Cayman/US

IRC listing on HKSE

222 Capital markets

Lee & Ko

Korea

Korea Air share issue

481 Capital markets

Malaysia/Hong Kong/ Philippines/Singapore

Genting HK syndicated loan

600 Debt

Hong Kong/Cayman/US

IRC listing on HKSE

222 Capital markets

Norton Rose

Firm: O’Melveny & Myers Lead lawyers: Andrew Hutton, Pooja Sinha, David Makarechian, Anirudh Rastogi Clients: Goldman Sachs, JPMorgan India, SBI Capital Markets Role: international Andrew Hutton counsel to O’Melveny & Myers underwriters

222 Capital markets

Baker & McKenzie

Value: US$1.7bn

Firm: AZB & Partners Client: Power Grid India Role: Indian counsel to issuer

Value Deal type (US$m)

Appleby

►► Power Grid India IPO Firm: Amarchand & Mangaldas & Suresh A Shroff & Co Client: Power Grid India Role: Indian counsel to issuer

Deal name

Maples and Calder

Singapore

DVB Group Merchant Bank–OSX1 export loan facility

420 Project finance

Hong Kong/Cayman/BVI

ShiFang HK IPO

74.6 Capital markets

Hong Kong

China Modern Dairy HK IPO

447 Capital markets

Hong Kong/ Cayman Islands

MTR Corporation debt issuance annual update

3,000 Debt

Indonesia/US

PT Indika Energy Tbk Regulation S Offering

215 Capital markets

Melli Darsa & Co

Indonesia/US

PT Indika Energy Tbk Regulation S Offering

215 Capital markets

Mori Hamada & Matsumoto

Korea

Korea Air share issue

481 Capital markets

Korea

Korea Air share issue

India/US

Power Grid India

Mayer Brown JSM

O’Melveny & Myers

481 Capital markets 1,700 Capital markets

Orrick

Taiwan/Hong Kong/US

SemiLEDs Nasdaq IPO

102 Capital markets

Paul Hastings

Hong Kong/China

Mingfa Group convertible bond offering

200 Debt

NEWS | deals >>

Role: International counsel to issuer

• Firms that BP has turned to for past asset sales include Sullivan & Cromwell, Linklaters, Morgan, Lewis & Bockius, Fraser Gervais Green Milner Casgrain, Norton Rose Gardere Wynne Sewell, and CMS Cameron McKenna

• Unit will be operated by OGX Petróleo e Gás LTDA, a subsidiary of OGX Petróleo e Gás Participaçoes SA, in Santos Basin offshore Brazil

►► Korea Seven–ByTheWay acquisition

• Power Grid IPO is the second-largest Indian public offering after Coal India; is India’s principal electric power transmission company. It owns and operates more than 95% of India’s interstate and interregional electric power transmission system

• Vale recently received a US$1.2bn loan from Export-Import Bank of China and Bank of China, a deal that was advised by King & Wood, Machado Meyer Sendacz Opice and Norton Rose

• In the last year, Power Grid transmitted approximately 363.72bn units of electricity, representing approximately 47% of all the power generated in India

• Cleary Gottlieb is Vale’s long term legal advisor, the firm represented the company in its US$940m convertible bonds offering in the US last year

• Freshfields is BP’s long-term legal advisor, the firm also negotiated US$95m sale of BP’s Indian wind farm business in September 2009

• Power Grid was ranked as the world’s third-largest transmission utility by the World Bank in January 2009

| Pakistan/Hong Kong |

| Singapore/Brazil |

• Transaction consisted of a public offering in India and a placement to qualified institutional buyers in the US under Rule 144A and outside the US under Regulation S. Offering closed on 24 November 2010 and was reported to be 14.5 times oversubscribed

►► United Energy Group– BP Pakistani assets acquisition

| Hong Kong/Brazil |

Firm: Freshfields Lead lawyers: Pratap Amin and Jonathan Rees Client: BP

►► Brazil Vale Hong Kong IPO Value: US$2.1bn

Firm: Norton Rose Lead lawyer: Julian Chung Client: Issuer Firm: Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados Client: Issuer

Value: US$775m Firm: Dewey & LeBoeuf Lead lawyer: Thomas J. Moore Client: UEG

• UEG’s first significant acquisition of oil and gas interests outside China

Firm: Paul Hastings Client: Sponsors Firm: Machado, Meyer, Sendacz e Opice Advogados Client: Sponsors

• UEG is an investment holding company listed on HKSE and owns assets in the Liaohe Field in China

• Brazil’s Vale is the world’s largest iron ore producer and second largest diversified mining company and 37.6% of its Julian Chung Norton Rose revenue comes from China – its single largest market • Its Hong Kong IPO is through Hong Kong depositary receipts,

►► DVB Group Merchant Bank–OSX1 export loan facility

Delpha Ho Reed Smith Richards Butler

• Deal awarded ‘South American Shipping Debt Deal of the Year’ by Jane’s Transport Finance

| Korea | Value: US$246m Firm: Shin & Kim Lead lawyers: Beomsu Kim, Tong-Gun Lee, Seong Hoon Yi, Myong Hyon Ryu Client: Korea Seven Co (purchaser) Firm: Kim & Chang Client: Korea Retail Holdings (seller)

Value: US$420m Firm: Norton Rose Lead lawyer: Gervais Green Client: DVB Group Merchant Bank (Asia) Role: International counsel to lender Firm: Allen & Overy Client: OSX Role: Counsel to borrower Firm: Cameron McKenna Client: OGX Role: Counsel to operator

• Acquisition consists of concessions in nine blocks in Sindh province and four offshore blocks in the Indus River Basin

Firm: Cleary Gottlieb Client: Issuer

which offers investors the added convenience of being able to buy a Brazilian company through a Hong Kong dollar-denominated instrument

• DVB Group Merchant Bank (Asia) signed US$420m export credit supported loan facility to OSX 1 Leasing BV, subsidiary of OSX Brasil SA • Loan facility will assist with financing the acquisition and conversion of OSX’s first floating production storage and offloading unit currently under conversion at Keppel Shipyard, Singapore

• Share sale and purchase: Korea Seven, a Lotte Group company, purchases 221,800 shares of the common stock and 3,960,000 shares of the preferred stock of Buytheway (“BTW”), representing 100% shares of BTW • Lotte Group has an estimated annual turnover of US$35bn and is present in a number of countries in South-East Asia, Russia and the US

| Singapore/Hong Kong/ UAE/Malaysia | ►► Larsen & Toubro and Sapuracrest Petroleum Joint Venture Value: US$133m Firm: Watson Farley & Williams Lead lawyer: Chris Lowe Client: BNP Paribas (lead arranger’s counsel) Firm: Hadef & Partners Client: Natixis, Singapore branch (lender’s UAE counsel) Firm: Zul Rafique & Partners Client: Natixis, Singapore branch (lender’s Malaysia counsel) Firm: TSMP Client: Natixis, Singapore branch (lender’s Singapore counsel) Firm: Little & Co Client: Natixis, Singapore branch (lender’s Indian counsel) Asian Legal Business ISSUE 11.01

NEWS | deals >>

Firm: Rodyk & Davidson Client: Larsen & Toubro and Sapuracrest Petroleum (borrower’s counsel) • JV company incorporated in UAE established between Larsen & Toubro and Sapuracrest Petroleum, to part-finance various project costs in relation to the heavy lift pipelaying vessel “LTS 3000”

►► your month at a glance Firm

Rodyk & Davidson

• Vessel has been delivered to UAE company and is subject to certain charter arrangements with subsidiaries of sponsors • Facility is structured to involve UAE company and another Indian JV company each of which intends to be responsible for the vessel during a different phase of the project; with India shortly having responsibility of the vessel

Shin & Kim

Shook Lin & Bok

| Hong Kong/China | ►► Chongqing Rural Commercial Bank HK IPO Value: US$1.48bn

Slaughter and May

Soemadipradja & Taher Watson, Farley & Williams

Firm: Jun He Client: issuer Firm: Herbert Smith Lead lawyers: John Moore, Tom Chau Client: Issuer

WongPartnership

Firm: Clifford Chance Lead lawyer: Cherry Chan Client: Underwriters Firm: King & Wood Client: Underwriters

Jurisdiction

Deal name

Value Deal type (US$m)

Singapore

Paramount Hotel & Shopping Centre collective sale of PHSC to Far East Organisation’s Orchard Mall

214 M&A

Singapore

DBS Towers acquisition, syndicated loan facility and bond issue in connection with acquisition

662

Singapore

CapitaCommercial Trust Management–Starhub Centre sale

289 M&A, real estate

Singapore

Overseas Union Enterprise–The Parisian sale

215 M&A, real estate

Singapore

Golden Cape Investment, Perennial Katong Retail Trust sale of Katong Mall

188 M&A, real estate

M&A, banking & finance, debt

Singapore

Roxy-Pacific Holdings consortium in Marina House acquisition

113 M&A, real estate

Singapore

Norman Winata in One Finlayson Green acquisition

110 M&A, real estate

Singapore

Ho Bee Developments sale of two investment properties

84.7 M&A, real estate

Korea

Korea Air share issue

481 Capital markets

Korea/India

Mahindra and Mahindra-Ssang Yong Motor 70% stake acquisition

377 M&A

Singapore

K-REIT Asia –Marina Bay Financial Centre Towers 1 & 2 and Marina Bay Link Mall stake acquisition proposal

Singapore

K-REIT Asia–Keppel Towers and GE Tower divestment

Singapore

Suntec Real Estate Investment Trust–Marina Bay Financial Centre Towers 1 and 2, the Marina Bay Link Mall and 695 car park lots stake acquisition

Singapore

Mapletree Industrial unsecured floating rate term loan facility

Singapore

Mapletree Industrial Trust IPO

Hong Kong/ Cayman Islands

MTR Corporation debt issuance annual update

3,000 Debt

Hong Kong

Swire Pacific medium term note program annual update

3,500 Debt

Hong Kong

HCC Interests disposal of two PRC real estate projects

Singapore/Indonesia/UK

Bumi Resources-Berau Coal Energy-Vallar merger/reverse takeover

Vietnam/Singapore

Financing of an FPSO for offshore Vietnam

Singapore/Korea/China

Financing of Korean "Lets Together Shipping Fund" for bulk carrier acquisition

Singapore

Keppel Land convertible bonds issue

382 Debt market

Singapore

Divestment of Pantech 21 and New Tech Park by CDL to Sabana REIT

265 M&A

Singapore

Parkway Holdings Murabaha financing with Islamic Bank of Asia

578 Islamic finance

Singapore

Straits Trading Building refinancing

183 Banking & finance

Singapore/Republic of Gabon

Olam International-Government of the Republic of Gabon joint venture

1,000 M&A 446 M&A 1,000 M&A 640 Debt 910 Capital markets

354 Real estate, M&A 3,000 M&A, equity 227 Project finance 78 Project finance

1,300 Joint venture

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

alb@keymedia.com.au

61 2 8437 4700

Cherry Chan Clifford Chance

• Chongqing Bank is first regional rural commercial bank in China to seek a Hong Kong listing; the ninth and smallest Chinese bank to list in Hong Kong, it was established June 2008 after government merged rural cooperatives in the region

| Hong Kong/China | ►► Sino Land top-up placement Value: US$663m

Firm: Baker & McKenzie Client: Issuer www.legalbusinessonline.com

Firm: Herbert Smith Lead lawyers: Matt Emsley, John Moore Client: Placing agents • Listed on HKSE in 1981, Sino Land is a member of the Sino Group and one of the leading property development companies in HK

| Hong Kong/China | ►► China Modern Dairy Hong Kong IPO Value: US$448m Firm: Commerce & Finance Client: Issuer

Firm: Norton Rose Client: Issuer

Investment and China Mengniu Dairy Company, will buy US$130m worth of Modern Dairy shares

Firm: Haiwen & Partners Client: Underwriters Firm: Freshfields Lead lawyers: Chris Wong, Ken Martin Client: Underwriters • Modern Dairy is the third mainland milk company to seek a listing in Hong Kong in November 2010 • Listing is the largest dairy farming company in terms of herd size and largest raw milk producer in China • Five investors, including the Government of Singapore

Correction # The ALB In-house 25: 2010 Article contained the following error. On p34, ALB referred to CIMB Group, Head of Legal as Ms. Chi Fei Meng. This is incorrect. The correct spelling should be Ms. Chee Fei Meng.

ALB regrets this error.

NEWS | analysis >>

HONG KONG

LONDON

NEW YORK

Analysis >>

Collateral damage:

Asia and the trans-Atlantic merger Trans-Atlantic law firm mergers may deliver access to the lucrative legal markets in the US and Europe – but is this occurring at the expense of Asia? ALB investigates

he news that Hammonds and its 13-lawyer, six-partner Hong Kong office intends to walk away from the firm once the merger with Squire Sanders & Dempsey goes through in January 2011 should come as no surprise. While trans-Atlantic mergers offer firms unprecedented access to the lucrative US and UK legal service markets, more often than not there is collateral damage. And a high percentage of the carnage seems to be happening in Asia

Squire Sanders, but no Hammonds … in Hong Kong Earlier this month, US firm Squire Sanders & Dempsey and UK firm 8

Hammonds announced that their respective partnerships had voted in favour of a combination that will yield a new trans-Atlantic legal force known as Squire Sanders & Dempsey (the merger won’t completely affect the Hammonds brand though: in locations where the UK firm has a presence the name will be Squire Sanders & Hammonds). The new entity, according to the firms, will be one that makes upwards of US$625m per year, and houses some 1,275 lawyers across 37 practice areas and 17 offices. Admittedly, the new firm’s Hong Kong office will be a little smaller than the firms may have hoped for, after a number of Hammonds partners in the SAR voted against the Asian Legal Business ISSUE 11.01

NEWS | analysis >>

proposal. The partners are set to part ways with the firm come the new year. “As is common with large law firm combinations, even in circumstances such as ours where the vast majority of the voting partnership approved the combination, a small handful of partners in Hong Kong have taken the view that they do not want to be part of a fully integrated global firm with established offices throughout China and have decided to leave,” the firms said in a joint statement. “We wish them well. Regardless of this, the merger has significantly strengthened our ability to serve clients across the globe, and the collective energy of our two legacy firms is focused on the successful integration across our platform, including Asia.” What the future holds for Hammonds’ Hong Kong renegades remains unclear (the firm declined to be interviewed for this article). In departing the firm they are set to venture down a path that has been well-trodden by their contemporaries at the Asia operations of other newlycreated transatlantic firms. Hogan Lovells, for instance, saw the departure of a number of high-profile partners including former Lovells Beijing managing partner Robert Lewis; both of Hogan & Hartson’s former Beijing and Shanghai heads (Roger Peng and Arthur Mok) as well as Gordon Ng, proprietor of the firm that used to operate in association with Hogan & Hartson in Hong Kong. SNR Denton, too, has not escaped lightly. Since its creation, the firm has bled a number of senior-level lawyers in the Gulf. “Lawyers will be lost in any merger, not just US-UK combinations,” said an Asia-based partner whose firm merged back in 2005. “But that a group of partners – an entire office – has signalled its intent to leave, even before a merger has gone live, indicates that something in the combination is not quite right.” The partner says that the lawyers who departed his firm after its merger did so for a variety of reasons including perceived clashes in skill sets and areas of practice, conflicts with key clients, and incongruous firm cultures. “I’ve seen lawyers leave [after mergers] because of the www.legalbusinessonline.com

arrival of four or five senior lawyers who essentially operate in the same space as they do – a case of there being too much synergy perhaps,” the partner said. “Then there are others who feel that a merger will limit the opportunities they have to grow their own practice, and then those who have issues with what is essentially the acquisition of their law firm by another… this may well be the case with the Hammonds split.” But all these reasons are somewhat peripheral according to the lawyer. Invariably, fundamental disagreements over firm strategy, and Asia’s place within that, lie at the heart of their decision.

Asia: forgotten in the trans-Atlantic merger?

While firms are resigned, and in some cases prepared for, such schisms, few will expect to have lost so many big names and even fewer an entire office in Asia. This raises a valid question: are trans-Atlantic mergers all they’re cracked up to be for Asia practices at international law firms? It would seem not always, according to a number of lawyers ALB contacted. They contend that the firm’s strategic focus on expanding its trans-Atlantic operations often sees the concerns of Asia shifted to the backburner. “It is not uncommon for Asia to be pushed down the pecking order in the context of trans-Atlantic merger talks… generally Asian voices are not as audible as British or American ones,” said one partner from a US firm. The lawyer’s firm entered into shortlived trans-Atlantic merger talks in mid-2010. Hogan Lovells is perhaps an exception to this rule. The strength and profitability of Lovells’ Asian offices as well as the 150+ Asiabased lawyers it contributed to the merger put Asia high on the agenda.

But firms whose Asia pratices are not as well developed are in a much weaker bargaining position; it is not uncommon for expansion and overall strategy in the region to become subordinate to UK or US matters. This is not to say that there are no positives or Asia practices in a transatlantic merger – as Crispin Rapinet, Asia and Middle East managing partner at Hogan Lovells, has said, the firm’s greatly expanded footprint puts it in a better position to tap into the rich vein of Asia outbound work that has started to flow over the last 18 months. It is just that these may not necessarily align with the positives on offer elsewhere in the world. “Clients in the US and Europe may be demanding that their legal advisers become ‘one-stop’ shops with offices everywhere in the world, but is this what clients in China, India or Southast Asia really want? ” said another partner who left a recently-merged firm in 2010. “Local connections, access to regulators and personal service tops the list… these concerns may become diluted rather than enhanced for Asia practices in a transAtlantic merger.” The need for law firms with Asia practices considering trans-Atlantic mergers to correct such misalignments in strategy could not be more important. Not only may it help stem the tide of lawyer departures, but it should also enhance the trans-Atlantic value proposition in the eyes of Asian clients. Asian economies, and by extension Asian legal services markets, will eclipse the economies and legal services markets in the US and UK in terms of importance and value before the end of the next decade. By then, it may well be a firm’s Asia-Pacific footprint, rather than its transatlantic reach, which is more important. ALB 9

NEWS | analysis >>

Analysis >>

Pharmaceuticals: the new energy & resources for Asia’s law firms? All the empirical data suggests that pharmaceuticals and life sciences will be two of Asia’s busiest sectors in the year ahead, but are the region’s law firms ready to capitalise on the boom?

ver 60% of the 400+ deals consummated in the pharmaceuticals sector between 2007-2010 were Asia-related, according to a recent report by Datamonitor. Joint ventures were the most common type of deal, closely followed by acquisitions and direct investments. And as busy as the past few years have been for Asia’s pharmaceuticals sector, the next three years promise to be even busier. The rapid growth of domestic pharmaceuticals markets means that considerable local consolidation may be just around the corner. At the same time larger players may need to make acquisitions to offset impending patent expiries and sluggish growth rates in their home markets. “M&A activity in the pharmaceutical sector is likely to be on the rise as pharmaceutical companies seek to increase market share, gain control of critical patents and enhance R&D,” said Jeremy Pitts, chairman of Baker & McKenzie’s Asia-Pacific regional council.

Pharma: big in Japan, becoming bigger in India and China

Japan is home to five of the world’s top 25 pharmaceutical companies and has the second-largest share of the global market (estimated to be worth around US$77bn) behind the US, so it should come as no surprise that the country has seen its fair share of deal activity over the last few years. From Takeda’s US$8.8bn acquisition of US-based Millennium Pharmaceuticals to Daiichi Sankyo’s acquisition of India’s Ranbaxy, transactions have come thick and fast and are guaranteed to continue as Japanese players expand beyond the confines of an increasingly competitive domestic market and try to avoid the so-called ‘patent cliff’. The patent cliff, which started in 2009, is expected to peak in 2011 and open the floodgates for companies to acquire new revenue streams through M&A. Domestic consolidation, which has been occurring in fits and starts over the past 5 years, will continue, but just as common Asian Legal Business ISSUE 11.01

NEWS | analysis >>

will be Japanese companies looking to acquire in various Asia-Pacific destinations – including India, China, Vietnam, Thailand and Indonesia. “M&A activity in the pharmaceutical sector is likely to be on the rise as pharmaceutical companies seek to increase market share, gain control of critical patents and enhance R&D,” said Pitts. But while Japan will likely remain the epicentre of high-value pharma deal-making, activity on this front is also emerging in a number of other locations. India and China both have burgeoning pharmaceutical sectors and a collection of companies that are prepared and able to make their own acquisitions. India is a known hotbed of activity in the sector and 2010 alone saw a number of inbound and outbound deals struck. Fortis Healthcare and Malaysia’s sovereign wealth fund, Khazanah, had a quarter-long battle for Singaporebased healthcare firm Parkway. Although Fortis eventually conceded defeat (the deal went to Khazanah for about US$2.3bn, but Fortis gained a 23.9% stake in the company), its attention soon turned to Hong Kong’s Quality Healthcare, which it acquired in July 2010. Later in that year, Mumbai-based Sun Pharma finally acquired Israel’s Taro after 3 years of legal battles. A host of other companies pulled off smaller – but not insignificant – mergers to secure their foothold, in a domestic industry which is tipped to see double-digit growth in 2011. The year’s most significant deal was US giant Abbott Laboratory’s acquisition of Piramal Healthcare’s domestic

formulations business for US$3.72bn. “India is fast becoming the new Japan in the pharmaceuticals sector,” argues Seiji Ota, a partner at Delhibased BMR Consultants. “It is not only seeing a lot of domestic consolidation, but its state-of-the-art R&D facilities coupled with a burgeoning consumer market is attracting international interest as well… something that is clearly evident in the Abbott deal. India could even become more attractive because the sector’s growth will not be encumbered by heavyhanded regulations as has happened in Japan,” Ota said. China too has been busy. Spurred on by the sheer potential of the country’s consumer pharmaceutical market, a number of companies have been rampant in their expansion, either aggressively acquiring competitors or broadening their operations. China has signalled its intent to overtake Japan as an R&D centre of excellence by pledging to pump more than US$153bn into R&D next year.

A question of readiness

Many law firms hoping to capitalise on the expected boom in pharmaceutical deals will need to ask whether they are ready to service a sector whose needs in M&A deals are inherently different from those of clients in other industries. Aside from perhaps Japan, where international and domestic firms enjoy long and intimate relationships with sector heavyweights, the consensus is that they are not. In-house lawyers bemoan the dearth of suitably qualified pharmaceuticals lawyers in Asia. On the international

►► Top 10 overseas acquisitions by Japanese pharmaceutical companies Rank Acquiring company 1 2 3 4 5 6 7 8 9 10

Takeda Astellas Pharma Daiichi Sankyo Eisai Dainippon Sumitomo Pharma Shionogi Astellas Pharma Hisamitsu Pharmaceutical Eisai Taisho Pharmaceutical

www.legalbusinessonline.com

Target Millennium Pharmaceuticals OSI Pharmaceuticals Ranbaxy Laboratories (majority stake) MGI Pharma Sepracor Sciele Pharma Agensys Noven Pharmaceuticals Morphotek PT Bristol-Myers Squibb Indonesia

Deal value (US$m)

Deal date

8,800 4,000 3,950 3,900 2,600 1,446 537 428 325 310

May-2008 May-2010 Nov-2008 Jan-2008 Oct-2009 Oct-2008 Dec-2007 Aug-2009 Apr-2007 Oct-2009

“M&A activity in the pharmaceutical sector is likely to be on the rise as companies seek to increase market share, gain control of critical patents and enhance R&D” jeremy pitts, baker & mckenzie

side most were quick to place Morrison & Foerster, Orrick and Baker & McKenzie among the top firms. On the domestic side, Japan’s ‘Big Four’ and a number of smaller IP practices were singled out as leaders, but elsewhere stocks were thin; one lawyer tellingly noted that this meant his company did “as much as possible” in-house. Peerapan Tungsuwan, head of Baker & McKenzie’s Asia-Pacific pharmaceuticals & healthcare practice, believes that the dearth of lawyers outside Japan has more to do with the difficulties associated with building a practice in the area. “The barriers to entering the pharma law market are quite high. The work that is generated by clients is intense and very demanding and in some cases beyond the means of smaller law firm,” he said. Mark Weeks, managing partner of Orrick’s Tokyo office, concurs. He said that given the specialised nature of the area, very few international (let alone domestic) law firms have the requisite depth and breadth of expertise pharma and life sciences clients require. But those firms looking to crack into what could become the new energy & resources in Asia are aided somewhat by the inherent cross-disciplinary nature of the practice area. Few other sectors so often straddle almost all of the practices that are the ‘bread and butter’ for most full-service law firms – general corporate, banking & finance, and regulatory. Pharma need not only be the exclusive domain of full-service practices. The nexus the industry shares with IP is intimate and may diminish the ‘barriers’ that Tungsuwan mentions for specialist law firms as well. ALB 11

NEWS | analysis >>

Analysis >>

Battle for Hong Kong: US and UK firms face off Intensive localisation processes undertaken by a number of US heavy-hitters over the past 12 months would at first glance seem to be designed to bring these firms into direct competition with their UK counterparts. A closer look, however, may show the strategies of the US firms to be a little more defensive

lite American law firms have always been a prominent force in the Asian legal services market, but their movements over the last 12 months suggests they are no longer willing to subsist on a strict diet of US legal work. Localisation processes, the acquisition of English and Hong Kong law capabilities and the aggressive manner in which some have courted both the clients and partners of their UK counterparts indicates that change is in the air. But rather than being

an aggressive grab for the territory that UK firms have for so long enjoyed an unrivalled hegemony over, these processes are more an indication of the immense changes fermenting across the region.

Pioneers

When Skadden established its Hong Kong law practice with the dual lateral hires of partners Nick Norris and Dominic Tsun back in 2005, many of the firm’s Wall Street peers dismissed the move as something of a gamble. After all, most US law firms (the most notable exception being Baker & McKenzie, but Shearman & Sterling and Latham & Watkins also come to mind) had been reluctant to develop local law capacities almost everywhere outside the US, even where the prevailing regulations permitted them to do so. Most argued that the margins on domestic work simply were not alluring enough to justify the investment. But almost six years on, Skadden must surely be considered to have acted prudently. Not only is its Hong Kong law practice believed to be one of the more profitable of any international firm there, but also it has given itself a clear advantage over fellow US firms. “We have certainly consolidated our platform over the last few years,” Norris said. “The fact [that] other firms are starting to practise with Hong Kong-qualified lawyers definitely enforces what our business plan and model was.” A business plan, it seems, that Skadden’s US counterparts are now trying to emulate. Over the last 12 months, no less than seven US law firms (see box, right) have ‘localised’ their Hong Kong offices, while also developing the English law capacity that is becoming so crucial in fee-fat, big-ticket capital markets and M&A Asian Legal Business ISSUE 11.01

NEWS | analysis >>

mandates. Latham & Watkins was the first of the latter-day ‘localisers’. It poached a seven-partner team from Allen & Overy to launch its Hong Kong and English law practice in late 2008. Further activity on this front was forestalled only by the financial crisis but since its shadow lifted, a number of American firms have orchestrated similar moves – albeit on a smaller scale. Davis Polk hired the Beijing managing partners of Freshfields (Antony Dapiran) and Linklaters (Paul Chow) to lead its charge in addition to luring Bonnie Chan away from her position as senior vice president-listing division at the Hong Kong Stock Exchange. Not to be outdone, Cleary Gottlieb laterally hired Freeman Chan, formerly head of Norton Rose’s China corporate practice, while Shearman & Sterling looked to fellow US firm O’Melveny & Myers for Hong Kongqualified partners Colin Law and Peter Chen; Milbank hired former Mallesons’ partner and Hong Kong Law Society vice president Dieter Yih, and Weil Gotshal has created a Hong Kong law practice by virtue of its alliance with Henry Ong & Co. There is even talk that the more ‘conservative’ US players in Hong Kong, firms like Simpson Thacher and Sullivan & Cromwell, are considering going down the same route. While these moves are an indication that US firms have reached that next stage of practice development in Asia, they are also a direct consequence of decreased demand for US law advice in capital markets and M&A work. Despite Hong Kong being the ►► US firms going local in Hong Kong in 2010 Firm

Key hires

Latham & Watkins Davis Polk

Seven-partner team from Allen & Overy Antony Dapiran from Freshfields, Paul Chow from Linklaters Freeman Chan from Norton Rose Colin Law, Peter Chen from O’Melveny & Myers Dieter Yih from Mallesons Alliance with Henry Ong & Co

Cleary Gottlieb Shearman & Sterling Milbank Weil Gotshal

www.legalbusinessonline.com

leader in the global IPO market last year, only a small percentage of the many companies that launched HK offerings opted for a dual US listing and even fewer piqued the interest of institutional investors in the US. This not only effectively ruled out most US law firms without either a Hong Kong or English law capacity but gifted multiple mandates to UK players like Clifford Chance and Freshfields who have a US practice. Of course, US law firms in Hong Kong have not been sitting idly by. In fact, deals such as the blockbusting Agricultural Bank of China IPO earlier in 2010 have kept some busy and economic improvement in the US may even see a return of dual listings. But even so, there is widespread recognition that US law firms need to diversify their offering in Hong Kong sooner rather than later. Matthew Bersani, Asia managing partner at Shearman & Sterling, believes that clients are increasingly opting for “one-stop-shops” in Hong Kong – firms who are able to offer Hong Kong, US and English law advice. He says that the days of clients retaining a separate firm solely for US legal advice may be numbered. He contends that elite US firms may need to develop this capacity, despite the perceived lower margins for local work, if they are to stand any chance of winning mandates and competing against the often longer-established Magic Circle outfits for listing work. While diversification may be about survival for some, others are turning defence into attack. The manner in which firms like Davis Polk, Latham & Watkins and Cleary Gottlieb have gone about expanding their practices is perhaps the clearest manifestation of this. William Baron, partner with Davis Polk based in Asia, recently called Hong Kong the “battleground” for the world’s law firms. By creating teams that are able to offer advice on the three most common governing laws for Hong Kong transactions, being led by the ‘best of the best’, US firms may well have landed the first blow in this battle. While the signs are not yet clear as to just how British firms will counter, the only certainty is that they will. The stakes are too high for them not to. ALB

“We have certainly consolidated our platform over the last few years. The fact that other firms are starting to practice with Hong Kong-qualified lawyers definitely enforces what our business plan and model was” nick norris, skadden

NEWS >>

Update >>

shipping >>

Intellectual Property Singapore Court of Appeal: RecordTV Not Liable for Copyright Infringement

he Court of Appeal in RecordTV Pte Ltd v MediaCorp TV Pte Ltd [2010] SGCA 43 has held that the provider of an internet digital video recorder (iDVR) service is not liable for copyright infringement.

The iDVR Service RecordTV’s iDVR service allowed its registered users to request the recording of MediaCorp’s free-to-air broadcasts in Singapore. The iDVR functioned like a traditional DVR in that a registered user could select a show from a list to record, play back or delete, except that the recordings were remotely and automatically made and stored at RecordTV’s premises. Each recording of a show could only be retrieved by the registered user who had requested that the particular show be recorded. The registered users were mainly based in Singapore and held valid television licences, which entitled them to legally view and record the MediaCorp shows for their own “private and domestic” use.

The Court’s Findings The Court of Appeal affirmed the High Court’s finding that it was the registered users who copied the MediaCorp shows since they had requested for the shows to be recorded. The Court of Appeal also found that RecordTV did not communicate the MediaCorp shows to “the public”, since communications were to the relevant registered user, who had requested the recording of a particular show, privately and individually. Further, the Court of Appeal found that the registered user was the communicator, being the one who determined what recordings were available in his playlist. The Court of Appeal also found that RecordTV did not authorize the registered users to copy or communicate to the public the MediaCorp shows. There was no evidence that RecordTV had purported to grant the registered users the right to copy or communicate to the public the MediaCorp shows. Finally, the Court of Appeal found MediaCorp liable for making groundless threats of copyright infringement proceedings against RecordTV. Accordingly, the court found that MediaCorp’s threats are unjustifiable, and awarded damages to be assessed against MediaCorp as well as an injunction restraining MediaCorp from making further threats against RecordTV. Koh Chia Ling, Partner Direct: +65 6428 9847 Email: chialing.koh@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.

Koh Chia Ling

Offshore shipping revs up as

wave of new maritime companies locating their head offices on Singapore’s shores – in addition to the republic’s growing reputation as the “go-to” destination for arbitrations – has raised expectations of significant growth in the shipping sector for 2011. According to reports, Singapore is vying for London’s position as the world’s top shipping hub, as many companies seeking a presence in Asia choose the Lion City over its neighbours. Chinese and Indian demand for commodities and raw materials is driving freight market activity increasingly eastward. “We have seen continued growth in the amount of shipping work coming to Singapore,” Norton Rose Asia senior associate Robert Driver told ALB. “We have acted for a number of shipping companies relocating or expanding operations here. This trend is particularly noticeable in the offshore sector. Singapore is the market leader for offshore vessel construction and where the shipping companies go, the brokers will inevitably follow.” These sentiments were echoed by Watson Farley & Williams managing partner Chris Lowe. “There was a slowdown 24 months ago, but a revival of momentum of shipowners, brokerages and underwriters freshly establishing in Singapore is currently underway,” Lowe said. “In terms of shipping activity, we have witnessed an increase of 20% with an uptake of upstream oil & gas work.” Norton Rose has similarly witnessed particular growth in the offshore sector. “LNG and FLNG are particular areas of interest for our clients at the moment. We are also seeing an increase in the amount of strategic M&A in the sector as companies who weathered the global financial crisis better than others look to consolidate and take advantage of their stronger financial positions,” Driver said. “Other trends Asian Legal Business ISSUE 11.01

NEWS >>

Update >>

M&A Foreign Investment in Malaysia – The role of EPU Approval

companies relocate to Singapore we are seeing include a number of companies looking to consolidate through raising finance through both the debt or equity capital markets – and commodity houses looking to invest in ship fleets as a result of the increase in commodity trading throughout the region.” Singapore’s favourable tax incentives, stable public policies and reputation as a leading arbitration centre have attracted new maritime set-ups such as: the UK-based The Shipowner’s Club sitting its first Asian office (also its first office outside the UK) in Singapore recently; Rolls Royce’s relocation of its marine global headquarters from London to Singapore; Swiss Re’s relocation of its marine operations from Hong Kong to Singapore; and global ship broker Clarkson’s decision to base its dry cargo broking teams out of Singapore instead of Hong Kong. A global survey of 79 international respondents conducted by Norton Rose showed that most shipping companies have switched focus from retrenchments and raising more equity or debt in 2009 to strategic acquisitions and joint ventures in 2010. This trend is expected to continue. ‘Shipping has seen a strong recovery over the last year, driven in large part by significant regional trends. Demand from China, as well as Asia-Pacific more generally, has helped inject optimism to the market that was lacking this time last year,” Norton Rose global head of transport Harry Theochari said. “The reaction to that uplift from companies involved with shipping is particularly interesting. Last year there was a muted reaction towards any suggestion of growth or expansion. Now we’re seeing a lot more appetite for joint ventures and even acquisitions.” ALB www.legalbusinessonline.com

t the keynote address to the Invest Malaysia Conference, on 30th June 2009, the Prime Minister of Malaysia, Datuk Seri Najib Razak announced the comprehensive deregulation of investment guidelines administered by the Foreign Investment Committee (“FIC”) of Malaysia. Prior to the announcement there was a requirement, administered by the FIC, that in any proposed acquisition of a Malaysian company by a foreign group, the foreign group had to have at least thirty percent Bumiputera equity ownership. A Bumiputera includes ethnic Malays as well as other indigenous ethnic groups such as the Orang Asli in Peninsular Malaysia and the tribal people in Sabah and Sarawak. Following the Prime Minister’s announcement there is a misconception that there are no equity limits on foreign acquisitions of Malaysian companies. Actually, under the current Economic Planning Unit (“EPU”) Guideline, issued by the Prime Minister’s Department, equity limits on foreign acquisitions still exist. The present EPU Guideline provides that certain acquisitions require approval from the Prime Minister’s Department. In order to secure EPU approval the purchasing company must have at least thirty percent Bumiputera equity ownership. EPU approval is necessary where there is the purchase of property valued at more than RM20 million. The Guideline catches both direct acquisitions, where the purchase is of land, and indirect acquisitions, where the purchase is of shares resulting in the change of control of a company, and the company has land worth more than fifty percent of its total assets and valued at more than RM20 million. Under Malaysian law, an unlawful contract may be void if it is against public policy, or if enforced would defeat any law. But in the event that two parties enter into a contract that requires EPU approval, and the approval is not sought, the contract remains valid. The EPU Guideline is not law, but a matter of government policy. Accordingly, there are a number of cases that provide that an agreement is not rendered invalid merely because it seeks to circumvent the EPU Guideline, and uphold the principle that the guidelines are of an advisory character only. However, it is important to note that EPU approval is necessary for the purposes of presenting a contract at the stamp office, and the officer may refuse to stamp a document unless it has the necessary approval. While many acquisitions by foreign companies in Malaysia will not be affected by EPU approval, as only large deals worth more than RM20 million are within the remit of the EPU guideline, it is clear that the Bumiputera requirement has not completely gone away. The liberalization has definitely opened doors to foreign investors, but foreign companies must still consider whether they need a Bumiputera partner before investing in Malaysia.

Daniel Saville, Legal Executive Azmi & Associates: 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia. General Line: +603 2118 5000 Facsimile Line: +603 2118 5111 E-mail Address: general@azmilaw.com Website: www.azmilaw.com

Daniel Saville

NEWS >>

Update >>

china >>

Clyde & Co launches Greater China

Emerging Markets A Brief Glance at Anti-corruption and Compliance Laws on Thailand and Vietnam

e are delighted to become regular contributors to ALB, where we will provide legal and business insight on emerging markets, particularly those in South East Asia. In our first contribution, we will briefly address a common area of concern amongst many foreign investors in emerging markets – corruption – and focus on two of the larger economies in South East Asia, and popular destinations for FDI, Thailand and Vietnam. Transparency International released its latest annual index in October 2009 – out of 180 countries, Thailand was ranked 78th and Vietnam was 116th (a South East Asian nation, Singapore, tied for 1st). Clearly corruption continues to be an issue in these two jurisdictions. We focus on the general legal framework, but there are of course endemic cultural attitudes that, if not condoning corruption, accept its existence all too readily. These attitudes often result in a lack of enforcement of the regulations in place, and must be addressed more fervently in order for each country to improve their current states. Both the Thai and Vietnamese Penal Codes generally address issues of bribery, and explicitly outlaw and punish those abusing power for personal gain and those seeking to give or facilitate the giving of bribes. Moreover, each country has enacted legislation specifically aimed at officials and persons holding some perceived authority or power seeking to abuse their positions for their own personal gain or interests – namely Thailand’s 1999 Organic Act on Counter Corruption (“OACC”) and Vietnam’s 2005 Law on Anti-Corruption. To further combat corruption, the National Anti-Corruption Commission was created in Thailand, originally in 1999 and re-named in 2008. This commission’s primary responsibility is to oversee and enforce the OACC, and to formulate and carry out the national anti-corruption strategy in Thailand. Vietnam has a similar body, the Office of the Steering Committee on AntiCorruption, although not as widely known. However, Vietnam has taken one step which Thailand has not, which is to ratify the 2003 United Nations Convention Against Corruption (“UNCAC”). The Prime Minister of Vietnam, in April 2010, committed to amend Vietnam’s regulations over 10 years to comply with UNCAC. This may result in Vietnam implementing more comprehensive legislation, including that pertaining to commercial bribery and private transactions Gregory Crovo (and not just those involving the State or officials in some form). Thailand and Vietnam enacted seemingly adequate anti-corruption regulations, and continue to pay the necessary lip service to tackling corruption. However, in order to truly be effective, the laws must be implemented in a more aggressive and consistent manner. By Gregory Crovo, Partner (Foreign Lawyer) & Angie C. Wachirapinyopong, Lawyer Kelvin Chia (Thailand) Co., Ltd.

Angie C. Wachirapinyopong

lyde & Co’s construction practice seems to be growing as fast as some of the new skyscrapers appearing on city skylines around the region and the firm’s latest move – hiring ex-Minter Ellison partner Ian Cocking for its Hong Kong office – is in preparation for the launch of a China construction practice, due January 2011. According to Clyde’s Asia managing director Michael Parker, the success of the firm’s 2009 merger with UK construction boutique Shadbolts has reinforced the firm’s focus in the construction sphere. “From July 2009 to Jan this year, we were going through the merger with Shadbolts in the UK. So when I moved [to Hong Kong], I was very keen to replicate the success of what we’ve achieved in Europe and the Middle East in Asia,” Parker told ALB in an interview. “We certainly see growth in the Singapore, Hong Kong and Shanghai markets in the very short term.” Cocking’s appointment follows hot on the heels of construction disputes lateral, Steven Lim, who headed Baker Bott’s Hong Kong arbitration practice prior to joining Clyde’s Singapore practice in October this year. In addition to Cocking and Lim, arbitration specialist Ganesh Chandru – who also pioneered the SIAC’s initiatives in India and coordinated the set up of the Construction Industry Arbitration Association – left Singapore Big Four firm Rajah & Tann at the end of November to join Clyde & Co in Singapore. “The firm’s merger with Shadbolt (a boutique construction practice based in the UK) has made building its construction practice a top global priority for Clyde,” Lim told ALB in an interview. “Ian’s hire was a strategic hire to grow that. He is what’s probably called a true-blue in India >>

Amarchand & Mangaldas advises on

marchand & Mangaldas has advised Mumbaibased pharmaceutical company Piramal Healthcare in a share buyback worth US$560m. The transaction is a tax-effective means of distributing dividends to its shareholders in India after a number of significant asset sales. “The Piramal Healthcare buyback is the largest buyback in the history of corporate India,” Amarchand & Mangaldas managing partner and lead partner on the deal, Cyril Shroff, said. The transaction will see a 20% buyback of equity shares listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE). The board of Piramal Healthcare approved the proposed buyback on 22 October 2010. Subject to shareholder approval, the buyback is expected to close no later than 31 March 2011. Asian Legal Business ISSUE 11.01

NEWS >>

Update >>

construction practice

Employment Singapore Labour Market, Third Quarter 2010

n 15 December 2010, the Ministry of Manpower released its report on the Labour Market, Third Quarter 2010. In summary, employment growth eased after robust gains earlier in the year. However, redundancies continued to decline and unemployment has dropped to an overall rate of 2.1%, its lowest level in two and a half years. The main points of the report are as follows:-

Employment

• Jobs continued to be created in Q3, rising by 20,500, though the pace has eased from the robust growth of 36,500 in Q1 and 24,900 in Q2. • Services grew by 21,300 workers in Q3, slower than the gains of 25,400 in Q2. Manufacturing employment fell (-700), though the decline is less than in Q2 (-2,300). Construction employment was flat after slight gains in Q2. • Job vacancies rose by 36% over the year to 50,200 in September, the highest recorded since March 2006. After adjusting for seasonality, job vacancies have dipped slightly by 1.7% from Q2, after rising for five straight quarters.

Unemployment construction law – handling both front-end (construction contracts) and back-end (disputes) work.” Commenting on the Hong Kong market, Cocking said the construction market in Hong Kong is well established and that will be the challenge going ahead. According to him, the main competition comes from Pinsent Masons and Mallesons. In the mainland, he named firms such as Jones Day and Baker & McKenzie as having strong construction practices. ALB

• The seasonally adjusted unemployment rate fell slightly to 2.1% (overall) and 3.1% (resident) in September from 2.2% (overall) and 3.2% (resident) in both March and June. This was a significant improvement from 2009, when unemployment peaked at 3.3% (overall) and 4.8% (resident) during the economic downturn. • Long-term unemployment also improved. The number of residents who had been looking for work for at least 25 weeks fell to 11,200 or 0.5% of the resident labour force in September from 18,300 or 0.9% in September 2009.

Redundancies

largest buyback in Indian history Piramal Healthcare sold its local formulations business to US-based Abbott Healthcare for US$3.8bn in May this year – the second biggest takeover in India’s health-care industry. However, the gong for biggest pharmaceutical takeover in India still goes to the Daiichi-Ranbaxy deal in 2008. The current deal included an up-front payment of US$2.12bn to Piramal from Abbott and an additional US$400m to be paid annually for the next four years. Luthra & Luthra’s Delhi corporate and tax practice represented Abbott with senior partner Mohit Saraf leading the team, and Baker & McKenzie represented Abbott as international counsel. Crawford Bayley advised Piramal on domestic legal issues and UK-based Stephenson Harwood advised Piramal as international counsel, led by corporate M&A partner Andrew Edge. Stephenson Harwood had previously advised on several Piramal deals including its acquisition of US anesthetics producer Minrad, and acquisition of blood plasma products from PlasmaSelect AG. ALB www.legalbusinessonline.com

• Workers made redundant continued to decrease from 2,280 in Q2 to 1,930 in Q3, comprising 1,440 retrenched workers and 490 workers whose contracts were terminated prematurely. The decline in redundancy numbers came mainly from the manufacturing sector. • Re-employment prospects continued to improve. Nearly six in ten (58%) residents laid off in Q2 were re-employed by September, a significant improvement from the low of 43% in June 2009.

Resignations/Recruitments

• The monthly resignation and recruitment rates averaged 2.1% and 3.0% in Q3, up from 1.8% and 2.5% in the same period last year. With seasonal adjustment, both rates dipped by 0.1% point, after rising generally for four consecutive quarters.

Labour Productivity

• Labour productivity growth over the year moderated to 6.3% in Q3, from 15% in Q2. Dawn Chang, Associate Direct: +65 6428 9875 Email: dawn.chang@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.

Dawn Chang

NEWS >>

Update >>

competition >>

Singapore competition law business

Islamic Finance The Lure of Islamic Finance in Malaysia

n a year that has witnessed Dubai rebounding slowly from its severe debt crisis, global banks and companies are increasingly looking towards Malaysia, the world’s biggest Islamic bond market as an attractive investment destination. The burst of the Gulf real estate and asset bubble coupled with a lack of investor confidence have jointly led to progressive shifting of liquidity from West to East. For the uninitiated, Malaysia accounted for 42% of the global sukuk issuance of US$19.1 billion last year and has seen ever more growth within the first nine months of 2010, of which ringgit-denominated sukuks made up 63% of total Islamic bonds issued on a global scale. Much of this growth is attributable to strict and effective regulation by the Central Bank of Malaysia, whereby prudent investors have seen more detailed rules on sukuk issuance outlined for the benefit of the investing community. In consideration of the promise that Malaysia has to offer within the Islamic finance industry, it is no wide kept secret that Malaysian intermediaries have lately been urged by the Malaysian Government to look into exploring joint-venture opportunities with Chinese intermediaries, thus spurring greater capital market inflows between both countries. Such is the growth of bilateral trade between Malaysia and China over the past decade, Malaysia is now China’s number one trading partner in South East Asia. It is therefore easy to see why the Malaysian Government has identified Islamic Finance as a promising avenue for Malaysian intermediaries to further expand while playing a large role in growing Islamic finance in the fastest growing nation in the world. Most recently, Dubai has said to been eyeing a US$1.5 billion multi-sovereign currency sukuk in Malaysia, the first ever ringgit-denominated foreign sovereign issue. As the market infrastructure for bonds and sukuk are far more developed in an active secondary market like Malaysia’s, investors shall also acknowledge that feeding into Malaysia’s pool of liquidity is the country’s strong fiscal postion supported by thriving exports, robust domestic demand and sound stability of the nation’s ruling coalition. In an increasingly competitive yet cautious investing environment, whereby global economic growth is expected to slow in 2011, Malaysia’s attractiveness as an Islamic Finance powerhouse and accessible market only bodes well for the future of the global investing community.

Mohamad Nazran Basirun, Partner Tel: +603-20924822 Email: nazran@ridzalaw.com.my

Mohamad Nazran Basirun

he first appeals lodged to the Competition Appeal Board (CAB) in June 2010 marked a milestone in the competition legal framework in Singapore. This, together with rapid developments on the competition front initiated by the regulating authorities, have resulted in growing demand for legal advice in this area. “The number of competition law compliance audits and dawn-raid training sessions we have conducted [in 2010] has surpassed the levels seen immediately prior to the introduction of competition law in 2006,” Drew & Napier director and co-head of the firm’s competition law practice group, Lim Chong Lim Chong Kin Kin, said. Drew & Napier On 4 June, the Competition Commission of Singapore (CCS) issued its first abuseof-dominance infringement finding against open-ticketer SISTIC. A separate infringement finding was announced that same day regarding a bid-rigging case by electrical works engineers. The latter was yet another first in Singapore – where a party to the infringement conduct took advantage of the CCS’s leniency programme and benefitted from a 100% reduction in financial penalties. (The CCS’s leniency programme allows cartel participants the ability to confess their involvement in cartel activity with the option of full immunity from prosecution or a reduction of up to 100% in the level of financial penalties). According to Lim, the first-ever set of appeals lodged to the Competition Appeal Board (CAB) in respect to a CCS decision, was a notable development for 2010. Following that, the CAB heard three appeals in early June and in August this year, and SISTIC also lodged an appeal against the CCS’s infringement finding against it. “Once decided, the decisions of the CAB could potentially clarify the boundaries of competition law in Singapore significantly, particularly in respect of conduct that will be considered abusive of Hong kong >>

Nixon Peabody strikes local alliance

S firm Nixon Peabody has forged a formal agreement with ALB Hong Kong Law Awards 2010 ‘Boutique Specialist Law Firm of the Year’ finalist Cheng Wong Lam & Partners, as part of its push to establish a presence in Hong Kong. According to a partner of Wong Cheng Lam ►► HK-US law firm alliances HK firm Chapman & Co Facey & Co Hwang & Co Luk & Co Marriott Arthur & Associates Ong & Co, Henry Richards Butler

US foreign law firm Proskauer Rose Withers Dechert Winston & Strawn Dewey & Leboeuf Weil, Gotshal & Manges Reed Smith

Origin New York (USA) Mississippi (USA) Pennsylvania (USA) Illinois (USA) New York (USA) New York (USA) Pennsylvania (USA)

Asian Legal Business ISSUE 11.01

NEWS >>

grows as regulators crack down a dominant position, and in respect of the calculation of financial penalties for price-fixing cases,” Lim said. In 2010, the landmark CCS decision that the Singapore Medical Association’s Guidelines on Fees was “likely to have the effect of preventing, restricting and distorting competition in Singapore” sent a clear signal to trade associations that agreed fee or price schedules are at great risk of scrutiny by the regulating body. “These interesting and novel developments in the Singapore competition law environment have led businesses to be particularly careful in safeguarding themselves from competition law exposure,” Lim said. “With an increasing number of CCS infringement decisions being issued, increasing number of appeals to the CAB in the years to come could be expected. Another focus area for competition law in Singapore over the next few years will likely be with respect to the convergence of general and sectoral competition law over the coming years.” WongPartnership competition and regulatory practice head Ameera Ashraf shared the same sentiments. “The CCS is definitely getting more active and we expect to see a lot more investigations. The work we do is a combination of preventive compliance management as well as advising clients on investigations after the fact. We do expect more people approaching our firm (and others) to make sure that they are in compliance with competition regulation,” Ashraf said. Competition law developments in Singapore and in the region have meant that businesses need to be increasingly vigilant. “If you enter into an agreement with a competitor – any type of agreement – it should be closely scrutinised. Many instances of collaboration between competitors will give rise to competition concerns. Businesses may not be aware that the exchange of non-price information or entering into a joint venture with a competitor could in some cases put them in breach of competition law, but it may do so,” Ashraf said. ALB

to enter Hong Kong & Partners, a healthy referral relationship had sparked off talks about a formal commercial collaboration several months ago. “Essentially we see advantages in the two firms collaborating together, with potential referrals between the firms. In particular, Nixon Peabody value the importance of China as a growing legal market and they wish to expand their presence in the region,” said Wong Cheng Lam & Partners partner, James Griffiths. According to Griffith, factors that has led to James Griffiths the Hong Kong law firm’s decision to cement Wong Cheng the relationship include attracting greater Lam deal flows of inbound Hong Kong and Chinarelated work from various offices from Nixon Peabody, and access to Nixon Peabody’s 700 lawyers globally. ALB www.legalbusinessonline.com

Update >>

Doing Business in Malaysia Malaysian Code on Take-Overs and Mergers 2010 – A Fresh Approach?

he Malaysian Code on Take-Overs and Mergers 1998 (“Old Code”) has been superseded by the Malaysian Code on Take-Overs and Mergers 2010 (“New Code”) with effect from 15 December 2010.

Key changes arising from the implementation of the New Code include the following: (i) potential offerors or offerees are required to make an announcement on possible offers which might result in unusual share movements or increase in the volume of share turnover of the offerees. However, a potential offeror is not allowed to undertake a second take-over offer within six months of any announcement that the said offeror is not undertaking a potential take-over offer; (ii) the following two new categories of “persons acting in concert” have been added to the New Code:(a) a company, the directors of the company, and shareholders of the company where there is an agreement, arrangement or understanding between the company or directors of the company, and shareholders of the company which restricts the director or the shareholder from offering or accepting a take-over offer, or increasing/reducing his shareholdings in the company; (b) a partner who is a partner of a partnership; (iii) the New Code explicitly allows voluntary offers with a higher acceptance threshold to be undertaken . Pursuant to the Old Code, a voluntary offer would normally have been conditional upon the offeror having received acceptances which would result in the offeror holding more than 50% of the voting shares of the offeree. Under the New Code, offerors are entitled to make a voluntary offer conditional upon receiving acceptances which would result in the offeror holding in aggregate more than 90% of the voting shares of the offeree; (iv) companies that are incorporated outside Malaysia but listed on Bursa Malaysia Securities Berhad and real estate investment trusts that are listed on Bursa Malaysia Securities Berhad are now subject to the New Code; (v) the New Code has reduced the payment period in a take-over offer from 21 days to 10 days for payment of cash consideration. In cases where the consideration involves only securities or a combination of cash and securities, the payment period has been reduced from 21 days to 14 days; (vi) the New Code would apply to any person who undertakes a take-over offer, howsoever effected, by way of a scheme of arrangement, compromise, amalgamation or selective capital reduction. In light of the above changes, the New Code highlights the Malaysian Securities Commission’s continuous efforts to enhance investor’ protection and transparency and to establish higher standards of governance in take-over and merger activities in Malaysia.

Written by Lim Wei Chien, Partner, Naqiz & Partners E-mail: weichien@naqiz.com Naqiz & Partners No. 42A, Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur, Malaysia Tel: + (603) 2095 1188 | Fax: + (603) 2095 1186 www.naqiz.com

Lim Wei Chien

NEWS >>

news in brief >> Clifford Chance US associate bonuses up to US$35,000 An internal memo circulated by the Magic Circle firm’s Human Resources department reveals a year of robust margins, with Clifford Chance’s PQE 1–7 associates based in the US collecting bonus packets from US$7,500 up to US$35,000 this year. The rates also apply to senior associates that fall outside the PQE range. According to reports, the bonuses will be paid around 7 January 2011. The rates announced are similar to those of the firm’s competitors with Cravath Swaine & Moore and Skadden Arps Slate Meagher & Flom also issuing bonuses with the same range as Clifford Chance. Dewey & Lebouef has announced earlier this month that it intends to pay its UK associates up to US$33,400 (£21,500) this year as a discretionary year-end bonus. Tighter regulations sweep Korea’s M&A banking landscape Mergers and acquisitions involving three major Korean banking and finance institutions – Korea Exchange Bank, Woori Financial Group and the Korea Development Bank – will reshape the Korean banking landscape in 2011 with industry consolidation and tighter regulations greeting players in the new year. Hana Bank will acquire KEB and the government plans to sell stakes in Woori and KDB next year, according to a Bloomberg report. Hana’s acquisition would launch the fourth largest lender into third spot, with the top two banks – Kookmin and Woori posing fierce competition for the number one position. Korean regulators are looking to enhance control of bank’s capital and liquidity and tighten restrictions on excessive loan asset growth with particular focus on households and construction.

vietnam >>

Orrick establishes first South-East Asia presence

rrick, Herrington & Sutcliffe has made its first venture into SouthEast Asia via an alliance with LVN & Associates, a newly established law firm based in Hanoi,Vietnam set up by ex-Orrick lawyer Linh Qyunh Doan. Doan recently practised in Orrick’s Hong Kong office as a managing associate of the firm’s corporate group. Doan specialises in advising on Vietnam legal matters, having represented multinational companies in their inbound investments into Vietnam as well as leading Vietnamese companies and governmental entities in various infrastructure, energy, investment and international trade matters.

singapore >>

BLP targets four-fold growth over next

erwin Leighton Paisner managing partner Tom Budgett plans to expand the firm’s Singapore practice to four times its current size by mid-2012 – a plan that seems to be on track as new secondments fly in from London in addition to the six lawyers from Holman Fenwick & Willan due to join BLP by the first quarter of 2011. In addition to the prized poaching of Holman Fenwick & Willan’s head of corporate finance Alistair Duffield, two new local partner hires – one from Baker & McKenzie.Wong & Leow and another from HFW will start the new year with BLP. Simon Michaels, a senior associate from Baker & McKenzie, named as a leading “Top 35 Under 35” private client adviser by Private Client Practitioner, will be elevated to the position of partner and tasked with establishing BLP’s private client practice in Singapore

At present, Doan is the only lawyer on the ground in Vietnam.“Growth depends on the prospects of the practice. Up till now we have been managing the [Vietnam] practice from our Hong Kong office. We are seeing a lot more M&A activity that we believe can better tap if we’re on the ground,” Orrick Asia senior partner Christopher Stephens said. Orrick-LVN is planning to hire between 2-4 locally qualified Vietnamese lawyers within the next six months. “The market for well trained and experienced Vietnamese lawyers is very tight. We have some offers out for lateral hires that we hope will be accepted and allow us

following his arrival at the firm. “Trust and tax planning are our new focal practice areas that are slated for growth in the coming years. 35% Tom Budgett of ultra high-net-worth Berwin Leighton clients are based in Paisner South-East Asia, so it makes sense for us to develop a practice here,” Budgett said. Tahira Ara, also with HFW, will join Duffield’s mining team at BLP as a partner. Her main practice area will be in the project-related business for mining clients.The firm is also looking to expand its asset finance team in April 2011, with new additions currently in talks. Other incoming laterals include BLP asset finance associate Anna Lewis, who will relocate from London to Asian Legal Business ISSUE 11.01

NEWS >>

with Hanoi tie-up to make a number of announcements very soon,” he said. Stephens confirmed that Orrick has made a number of offers, particularly to Vietnamese-qualified lawyers from different firms, to laterally hire talent to beef up its Vietnamese capabilities. According to Stephens, Vietnam is “among the brightest economies in South-East Asia”. He cited its 90 million-strong population and robust targeted growth of 8% as underlying reasons in deciding to launch. “We have been involved in Vietnam-related work since the late 1990s. Recently, our clients have come to include investors from China, Japan, Malaysia, Korea, Taiwan and elsewhere in Asia,” he said. Stephens believes that the tie-up will better position Orrick to capture the increasing levels of interregional investment flows within Asia. The firm plans to extend the reach of its infrastructure projects and investment practice as well as “provide a solid platform for clients in all aspects of their Vietnam-related transactions”. ALB

18 months Singapore in February 2011. BLP Singapore has witnessed a 30% jump in year-on-year revenue and has seen a stronger than expected pipeline of shipping, offshore oil rig and FPSOS work in the last two years. According to Budgett, BLP Singapore plans to continue broadening its practice base and develop its business in the asset financing of mining equipment, infrastructure projects, aviation and shipping; and in corporate finance matters, including servicing general contracts, M&A, and working with listed companies. BLP Singapore recently moved to its new premises in Republic Plaza this month, in the heart of Raffles Place in Singapore’s central business district. Its current headcount of five lawyers is targeted to grow to approximately 22 – the capacity of its new office. ALB www.legalbusinessonline.com

uk report Sign of times for trans-Atlantic ‘megafirm’? The UK arm of the newly-merged SNR Denton reported a 9% drop in revenue during the first half of the 2010/2011 financial year. This is against a backdrop of a 20% rise in profits per equity partner at the global firm. London based co-chairman Martin Kitchen said “It is fair to say that the first part of the financial year was slow. Domestically in the UK new money lending was slow. We also have a large insolvency practice which did not see as many restructurings as expected.” Kitchen remained optimistic that SNR Denton UK will see a stronger second half. Linklaters moves to quash concerns over pay disparity The missing link to happiness appears to be pay disparity at Linklaters’ German offices, but the firm is doing something about it to avoid further disputes from overseas-based partners and associates. As it moves closer to integrating its

international partnership, the firm will move its German partners onto the same remuneration package as their UK counterparts following next year’s pay review. Under the current system, the German partners’ remuneration has been held at 90% of that of the UK partners. BP initiates post-Deepwater panel review Following the disastrous Gulf of Mexico oil spill, BP’s group general counsel Rupert Bondy is overseeing a formal legal panel review process, expected to result in a new line-up of firms for spring 2011. Those firms already on the roster have already been informed, but formal proposal requests have not yet been sent. The last time BP changed its legal panel was in 2008, when Linklaters, Freshfields, Herbert Smith, CMS Cameron McKenna, McGrigors, Field Fisher Waterhouse and Wragge & Co were selected. Although Linklaters has been BP’s long-term adviser, the company has extended its relationship with a number of other firms lately, including Simmons & Simmons and Baker & McKenzie.

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ROUNDUP • Clifford Chance has announced plans to enter the Turkish legal market by opening an office in Istanbul. London-based finance partner Simon Williams will lead the practice, which will operate in conjunction with local firm Yegin Legal Consultancy (YLC) • City of London law society members including Clifford Chance, Norton Rose and Slaughter and May have issued a joint letter warning the Department of Business that the proposed merger of the Office of Fair Trading with the Competition Commission could dilute the benefits of the current two-tiered system • Norton Rose has added ex-DLA Piper partner Marc d’Haultfoeuille as part of its French corporate finance team, along with senior associate Nadège Martin • Watson Farley & Williams has hired two new asset finance partners, Rex Rosales and Siva Subramanian, both from Reed Smith. The two will aim to strengthen the firm’s aviation finance team • Freshfields has named London-based partner Colin Hargreaves as its new global head of tax, after tax chief Stephan Eilers became executive partner in the firm’s new three-man management team. • Berwin Leighton Paisner and Clifford Chance have both won lead roles on the sale of Allen & Overy’s city headquarters to investment bank JP Morgan. A&O currently rents 71,900sqm of the Bishops Square office space, which was valued at £557m • Mayer Brown’s London office has lost three partners, two to White & Case and one to Vinson & Elkins. Jacqueline Evans and Lee Cullinane were both finance partners; Nick Henchie will head Vinson & Elkins’ construction practice • Freshfields has upped the ante on diversity in city law firms by announcing that a quarter of its new trainees are black, or of an ethnic minority. The statistic puts Freshfields in line with Magic Circle rivals Allen & Overy and Clifford Chance, but Linklaters are identified as the most ethnically diverse firm • Follwing a year-long break, Freshfields corporate partner David Crook has joined White & Case at its city office. Crook was partner at Freshfields for ten years and specialised in domestic and cross-border M&A deals

NEWS >>

news in brief >> Nagashima Ohno & Tsunematsu hires 23 new associates Nagashima Ohno & Tsunematsu has beefed up its numbers with another hefty batch of recruits as it looks beyond Japan in a global strategy that foreruns other Japanese firms. NO&T has hired 23 new graduates from the Supreme Court’s Legal Research and Training Institute. This is in addition to the seven newly badged lawyers who joined the firm in September. The hiring spree could partially be attributed to an increase in staffing needs required from the new Wall Street office that NO&T opened in August this year, in addition to a new co-operative alliance formed with Australian firm Allens Arthur Robinson which has seen NO&T seconding its lawyers to Allens’ Asian offices (plans are in place to dispatch lawyers to places such as Hanoi, Bangkok, Jakarta and Ho Chi Minh City).

►► NO&T new associates hired in December 2010 Shiho Asai Nobuaki Ito Soh Inoue,

Michiko Katsumata Yurie Gando

Tsutomu Endo

Masato Kumeuchi Shumpei Goke

Nao Ohira

Aiko Kobayashi

Keiko Okada Cao, Minh Thi

Akira Komatsu Teruyoshi Takahashi Yoshihisa Watanabe

Haseru Roku

Toru Takayama Tomohito Nakano Takeshi Hayakawa Wataru Matsumoto Kyohei Mizukoshi Eiji Miyagi, Yuichi Miyashita

Two Indian boutiques get the nod to protect Cricket world cup The International Cricket Council (ICC), the governing body for international cricket, has selected two Bangalore-based boutique firms to provide legal advice to the 2011 ICC Cricket World Cup in India. Copyright Integrity International (CII) and the law offices of Nandan Kamath (NK) will both work closely with the ICC’s in-house legal team on rights protection and general commercial matters. CII will provide the ICC with a host of commercial rights-protection and anti-piracy services such as online content and broadcast protection, comprehensive trademark and brand protection and media terms enforcement. The programme will work to protect the ICC’s IP rights from threats of piracy, ambush marketing and unlicensed use. CII counts numerous national and provincial Cricket Boards as regular clients and advised the ICC on IP issues relating to the Twenty20 World Cup in the West Indies earlier this year. Sports law boutique, Nandan Kamath will provide general legal advice to the event.

india >>

Rupee strength thrusts Indian M&A activity ahead

20-month rupee rally, rapid infrastructure development and falling borrowing costs have driven clear growth in Indian M&A in recent months, according to Phoenix Legal partner Abhishek Sexena. According to Sexena, up until eight months ago, M&A action was “a bit muted” despite the high fund activity taking place in the Indian capital market. “Of late, greater certainty and greater confidence in the economic recovery process has convinced investors that the trend of activity increase in terms of Indian outbound investments is here to stay,” he said. This view is backed up by data released by Bloomberg late last year, which reported that Indian companies were paying an average 28% premium on M&A transactions above the share prices of their targets – the highest among the BRIC nations. “India’s outbound has moved up several notches to the top five countries doing outbound FDI into

the US. Overall at the economic level, there has been a growing trend in volume as well as in the number and size of deals. Inbound M&A was slow until about eight months ago, but now gradually, one is seeing increased M&A activity, even within India,” Sexena told ALB in an interview. Sexena believes that Indian companies have grown more aggressive with the appreciation of the rupee against the dollar and other currencies and now have “more legroom” to bid above the target price. Reliance Industries, India’s biggest company by market value proved to be the most aggressive, having closed six deals in the US with a total value of US$946m. The company, together with Bharti Airtel, led US$39.6bn worth of cross-border deals by Indian companies this year – the most since Bloomberg started collecting data in 1998 and up from just US$2.8bn in 2009. “BRIC countries are where

vietnam >>

Potential boom in litigation as new consumer laws approved

itigation practices based in Vietnam are bracing themselves for an influx of work, as the potential for commercial disputes rises significantly – due to a new law that now allows consumers to seek legal action against the companies and individuals they have traded with. The Law on Consumer Rights

protection, which comes into effect on 1 July 2011, gives consumers legal recourse to complain, denounce or sue the producers and distributors to protect their rights. The new law stipulates that the seller must supply the buyer with information such as user guidance, time period, location, deadline and procedures for product guarantees. The laws also specify eight behaviours prohibited for institutional and individual traders and producers who deliberately cheat or mislead consumers by giving insufficient, confusing or inaccurate information. Businesses are now required to issue warnings against any negative effects of their goods and services to consumers, in addition to a requirement to openly list their prices – after an 82.35% majority vote by the Vietnam National Assembly on 17 November 2010. Asian Legal Business ISSUE 11.01

NEWS >>

of BRIC counterparts

us report Clifford Chance to ‘show me the money’ in US In an attempt to join the ranks of the ‘biglaw’ firms, Clifford Chance will pay associates in its US offices bonuses of between US$7,500 and US$35,000. The firm told media individual bonuses would be based on assessments of overall performance, including quality of work, contribution, teamwork and volunteer efforts. But apparently Clifford Chance isn’t as generous as some others: Cahill Gordon & Reindel and Susman Godfrey, for example, both announced bonuses of US$25,000-US$100,000.

maximum growth is being witnessed. Therefore [being here] makes sense for any company wishing to be in a jurisdiction that offers good opportunities for strong continual growth,” he said. ALB

“We expect to see a marked increase of dispute cases in the litigation arena in Vietnam” Viet Nguyen, Bizconsult Aimed to protect consumers from products that could impact the safety of the buyer’s health, possessions and other legal rights as a result of using goods and services provided by individuals, producers and distributors, consumers are now empowered with a right to know the origin of goods and to ask for compensation when goods fail to meet quoted standards, specifications and prices. According to Bizconsult equity partner Viet Nguyen, an upward trend in disputes is expected after the enactment of this law. “The law is very new and we need to review it but we expect to see a marked increase of dispute cases in the litigation arena in Vietnam,” Nguyen said. ALB www.legalbusinessonline.com

Baker & McKenzie hires Madoff prosecutor Marc Litt, lead prosecutor in the case against Ponzi-scheme banker extraordinaire Bernie Madoff, joined Baker & McKenzie’s global compliance practice this month. “With new regulations and increased enforcement in several jurisdictions, compliance has become a top priority today for multinational companies,” Eduardo Leite, chairman of Baker & McKenzie’s executive committee, told the AmLaw Daily.

Litt, who started looking for private practice opportunities in May after stepping down, was named as prosecutor on the Madoff case in midDecember 2008, just weeks after winning a trial against Alberto Vilar, another businessman accused of defrauding investors. Litt’s focus as a prosecutor has been on securities litigation, including securities fraud, money laundering, and other white-collar crimes. He is based in the New York office of Baker & McKenzie. Jones Day’s coup d’Boston One month after announcing a new office in Sao Paolo, Jones Day announced it opened in Boston, in January. Litigation partner Traci Lovitt has moved from New York to take up the position as partner in charge. She will be joined by IP partner Eileen Falvey and healthcare partner Lyn Coe. Trial practice head Tom Cullen will split his time between Boston and Washington. The firm has hired five existing partners from Boston firm Hanify & King, including co-founder John Hanify, to gain a local presence.

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ROUNDUP • ION Media Networks has named Joseph Titlebaum as general counsel. Titlebaum will be based in New York. With 20 year’s experience in the media industry, Titlebaum will advise on all of ION’s legal and compliance matters, including public and regulatory reporting activities • Sullivan & Cromwell and Davis Polk & Wardwell have both taken lead roles in advising BG group on its inaugural debt offering in the US, issuing a US$1bn notes offer. Sullivan & Cromwell advised BG Capital in the firm’s first mandate for the company, advising on both UK and US aspects • Discovery communications – the company responsible for the TV shows The Crocodile Hunter and Jon & Kate plus 8 – have announced the appointment of Bruce Campbell, 42, as general counsel. Campbell has also collaborated with Oprah Winfrey on the development of her cable television network, OWN • Jones Day announced the promotion of 36 lawyers to partner on 17 December. The appointments include a capital markets lawyer, two private equity lawyers, three restructuring lawyers, three banking & finance lawyers and five M&A lawyers • Jones Day will be paid US$11.6m plus US$370,000 in expenses by Lehman Brothers for litigation between June 1 and September 30. Robert Gaffey reportedly charged US$825 per hour for 798 hours in that period. Jones Day has so far received total payments of US$43.4m from Lehman Brothers • Baker & McKenzie has advised on the second Egyptian IPO for 2010, which is also the second since the beginning of the global financial crisis in 2008. A team from London and Cairo advised Amer Group Holding on its US$200m IPO and listing on the Egyptian stock exchange • White & Case, Baker & McKenzie and Shearman & Sterling were among a host of US firms to keep a 90% retention rate for newly-qualified trainees in their London offices. Hogan Lovells expects its retention rate to drop to around 66%, leaving 20 trainees competing for eight available jobs

NEWS >>

news in brief >> JSM to scale down Thai practice after partner departures US firm Mayer Brown JSM is set to drastically scale down its Thai operations after the departure of three key partners from its Bangkok office. Nipaporn Weskosith, Anurag Ramanat and Peter Burke will all depart in the new year to establish their own firm focussing on servicing the local market. Mayer Brown JSM will still retain a presence in Thailand, though its practice will focus solely on crossborder and other international work. “The Bangkok office will now focus on providing international legal advice to clients in Thailand,” the firm said in a statement. “This restructuring is in parallel with the departure of a number of lawyers from the Bangkok office who will establish a new firm to provide domestic legal advice. The two firms intend to work together in the future on an amiable basis.” Mayer Brown JSM’s downsizing means that there will be only two US firms boasting a Bangkok office of more than 20 lawyers. Baker & McKenzie remains the largest international player in Thailand by some way with its 100 or so lawyers, while Hunton & Williams has 24 lawyers in the Kingdom. ALB Japan Law Awards 2011: New award categories indicative of strong market recovery Six new award categories have been introduced to the most celebrated event on the Japanese legal community’s calendar: The 2011 ALB Japan Law Awards (www.albawards.com). In recognition of the rejuvenated transactional landscape over the past 12 months, two new deal categories have been added: Energy & Resources Deal of the Year, and Structured Finance Deal of the Year. In addition, the law firm awards categories have been significantly expanded. Litigation Specialist Law Firm of the Year; International Arbitration Law Firm of the Year; Boutique Law Firm of the Year, and Best China Practice of the Year will all make their debuts at the awards early next year. Similarly, the inclusion of a boutique law firm category gives the smaller players another platform to showcase their achievements to the Asia-Pacific legal services markets.

indonesia >>

US$3bn takeover creates new

adiputrano, Hadinoto & Partners, Soemadipradja & Taher, Holman Fenwick Willan and Freshfields have advised on a landmark cash and share swap tri-merger involving three publiclisted companies. The deal has created one of the biggest global players in coal and has led to the first-ever listing of an Indonesian coal miner on the LSE Main Board. From start to finish, this mammoth deal was signed in little over three weeks – “incredibly quick” for a deal of

this size and complexity, according to HFW lead partner Alistair Duffield. The deal is expected to close on 8 April 2011. “We didn’t have to bid for this mandate; we have a long-term relationship with Bakrie and Bumi Resources. More recently, we worked with Recapital on the acquisition of Berau Coal. One of the reasons we got it was our long-term relationship with these clients; but also, another reason is us being very familiar with the underlying assets,” Duffield said when

middle east >>

Wragges launches first Middle East office,

K-based firm Wragge & Co has opened its fifth international office – and its first in the Middle East – in Abu Dhabi last week in the form of a joint venture firm named Wragge & Co Legal Consultants. Wragge & Co signed a deal with its new Saudi sponsor Mohamed Al Mehairi to launch a new combined entity – of which Al Merhairi has been appointed chairman and senior partner – to work in conjunction with Wragge & Co London projects partner Jane Pittaway, who has relocated to the Middle East take up her new role. Pittaway is heading the new

practice as managing partner effective from 1 December 2010. Wragges also has international offices in Guangzhou, Munich, Brussels and Paris. Jane Pittaway Al Mehairi, a Wragge & Co registered arbitrator Legal Consultants with the Dubai International Arbitration Centre (DIAC), has held senior roles including director of legal affairs department and head of arbitration services at the Dubai International Finance Centre (DIFC). Asian Legal Business ISSUE 11.01

NEWS >>

news in brief >>

Indonesian coal giant asked how the mandate was won. In December 2010, PT Recapital Advisors and its subsidiary, PT Bukit Mutiara announced its US$1.48bn acquisition of interests constituting 90% of PT Berau Coal. Holman Fenwick Willan advised Recapital on that deal. “We have advised Bumi Resources on the acquisition of its major mining resources over the years. My personal relationship with them stretches back to 1995, approximately 15 years,” Alistair Duffield HFW Duffield said. He started working with Bumi Resources during his days with White & Case, where he worked as a partner for 10 years (between 19932003) before spending the next seven years with HFW. Public-listed British investment firm Vallar will spend US$3bn in cash and share exchange to acquire a 75% stake in Berau Coal Energy and a 25% stake in Bumi Resources, Indonesia’s fifth largest and largest coal producers, respectively. The share exchange will result in the Bakrie group (the majority shareholder of Bumi Resources) gaining a controlling stake (43%) in the new Vallar.

Recapital will acquire a 25% in Vallar. A reverse takeover will then be executed with Vallar being renamed ‘Bumi’ in the process, providing a backdoor entry to listing on the London Stock Exchange. The Bakrie group will also gain control of Berau Coal Energy through Vallar’s acquisition stake, cementing its market leading position over the Indonesian coal industry. In addition to the complexities of merging the stake acquisitions of three public companies and executing a reverse takeover on top of it, lawyers on all sides had to navigate tricky Indonesian regulatory requirements and avoid the need for a mandatory takeover offer of Berau Coal Energy. “That was a very significant issue as to whether or not it would trigger a mandatory offer,” he said. Vallar is founded by Nathan Rothschild, UK’s seventh wealthiest hedge fund manager who hails from a dynastic lineage of banking heavyweights. According to Rothschild, he plans to double coal production of both Bumi and Berau in three years to achieve an output target of 140m tonnes annually – to create an “Indonesian coal champion” that strives to become the largest coal supplier to resource-hungry China. ALB

in Abu Dhabi Al Mehairi was responsible for spearheading the creation of the common law legal infrastructure (through the adoption of US and UK laws), in an effort to promote its wider application in DIFC. Most recently, Al Meehairi advised the executive council of the Government of Dubai, a role he left in April 2010. Pittaway, having previously spent six years in the UAE, will be returning to familiar territory. Her sector focus includes aerospace and defence, aviation and health-care projects. ALB www.legalbusinessonline.com

►► Fast Facts: Wragge & Co Number of Lawyers Number of UK offices No. of international offices London managing partner Sector focuses

Main practice areas

615 2 5 Nicola Mumford Aviation, defence, automotive, governmental, Aerospace, financial services, energy Anti-trust, commercial, corporate, dispute resolution, employment, finance, IT, IP, public law and regulation

Global employee data privacy laws becoming increasingly stringent Employee data privacy laws are becoming increasingly stringent across the globe, according to a new report published by Mayer Brown JSM. In recent times, data protection has become an increasingly high profile topic due to cases of mishandling and abuse of personal data. With increasing globalisation and mobility of employees and the relative ease with which data can be transferred across borders, complying with all requirements relating to personal data has become an increasingly difficult exercise. “While not all jurisdictions have dedicated legislation dealing with personal data privacy, employers may nevertheless still be subject more general laws which do touch on the collection, handling and use of employee personal data, some of which carry criminal sanctions,” a partner at Mayer Brown JSM in Hong Kong said. Mayer Brown JSM’s “Employee Data Privacy - A Global Overview” publication covers 44 different jurisdiction in Asia.

New rules allow Chinese lawyers to attend interrogations In a major effort to prevent torture and forced confessions, local Chinese prosecuting authorities have published the first regulation to guarantee suspects the right to have their attorneys present during interrogations. In line with the regulation introduced on a trial basis by the Beijing People’s Procuratorate’s Second Branch, the first of its kind in the capital city, the procedure will be applied only to suspects on bail. According to the regulation, only those licensed attorneys who have been hired by suspects will be allowed to attend interrogations. The rules are likely to be gradually broadened to apply to interrogations of minor and foreign suspects. As China’s law has no clear reference to an attorney’s right to be present at interrogations, few attorneys or suspects ask for that right. The new regulation says the procuratorate should tell suspects about such a right before interrogations and the procuratorate, the suspect, and the attorney all have the right to ask for the attorney to be present

NEWS >>

news in brief >> Firms move office as Hong Kong CBD rent soars London-based firm Simmons & Simmons has joined several banking and accounting powerhouses in leaving Central in search of cheaper rent. Fed up with soaring prices, Ernst & Young is moving its entire nine-floors worth of local operations to Citic Tower in Admiralty, adjacent to Central, next year; Deutsche Bank AG will complete its relocation to the ICC from the Cheung Kong at the end of this year; and Simmons & Simmons will give up its 21,000 squarefoot space on the 35th floor of the same building in May 2011, in favour of Pacific Place. Prime office rents in Hong Kong’s central business district soared 34% in the six months to September – the biggest gain worldwide, according to property broker CB Richard Ellis Group. According to Jones Lang Lasalle, the second largest publically traded commercial property broker, rents may rise by as much as 30% over the next year. KPMG: Emerging Economy M&A buyers back on the prowl A report from KPMG’s latest emerging markets data has found that emerging economy buyers have their sights firmly set on developed economies, following a growth of 25% in cross-border deal activity in the past six months. KPMG Singapore transaction services partner Diana Koh notes that deal-making confidence is returning quicker in emerging than in developed economies. On the D2E front, Singapore had 22 deals in the first half of 2010, representing 25 % of all deals in this region. This was followed by Japan, the US, and Australia with 16, 13, and nine deals respectively. Koh also indicates Singapore inbound M&A activity is in line with the rising E2D activities, especially as Singapore is a leading financial hub and will attract more investors from emerging economies and remain at the centre of M&A deal flows.

asean >>

DFDL Mekong to consolidate pan-ASEAN reach with Singapore office in 2011

egional firm DFDL Mekong will convert its representative office license in Singapore to a fully-fledged foreign law practice (FLP) license, pending approval from the Ministry of Law. Tremendous growth in the firm’s Singapore-based clientele has led to an office on the ground, said DFDL Mekong founding partner and partner in charge of the Bangkok and Lao office, David Doran. Doran will be the managing partner of the Singapore office once it is operational. “We don’t have any plans to do any Singapore-related legal work. All the work will be offshore Singapore. We get a lot of referral business from Singapore and foreign law firms based in Singapore and we don’t want to be competing with them for their work,” said Doran when asked if he would consider starting an alliance with a local firm further down the line. Some firms that refer work to DFDL from Singapore include Stephenson Harwood, Latham & Watkins, Rajah & Tann, and Baker & McKenzie. Wong&Leow. “Our first objective for setting up in Singapore is to serve our existing Singapore based clients, which have projects and investments in the greater Mekong region and also South Asia. Another is to be close to the financial centres as the financing of these regional projects are increasingly coming out of Singapore. Also in the areas of renewable energy and infrastructure, the areas we look at, Singapore has the human resources who have expertise in these areas,” he said. According to Doran, the Singapore office will be staffed initially with two lawyers and a number of support staff. “Singapore companies are investing more and more throughout the region,” Doran said. “In terms of renewable projects, Laos for the time being continues to be a big growth area. We expect to Bangladesh to also be a big growth market for energy. But right now, Laos is where we are seeing the most growth,” he added. Vietnam, home to a number of large

energy projects, is moving at a slower pace in the renewable sector, more specifically in hydro-power projects. In terms of outbound trends, DFDL Mekong has witnessed strong activity from Thai companies and banks. “We are seeing Thai companies at the moment and Thai banks particularly being cash-rich and looking to markets outside of Thailand for profits and revenue. There are a lot of Thai companies investing in Laos and Laos energy projects – and they are also investing in Indonesia and parts of South Asia,” he said. According to Doran, almost all agreements and contracts sighted by himself and his team in the past few years include SIAC arbitration clauses – a shift away from other arbitral institutes such as the ICC that were more popular previously. This development has further justified the firm’s decision to open an office in Singapore.“All the agreements that I have seen in the last three years have SIAC clauses and we are now seeing all the major deals in Laos using SIAC clauses,” he said. In addition to its infrastructure, project finance, renewable energy, arbitration and power practice focus, DFDL Mekong has a strategic plan to use Singapore as a hub for its regional tax practice. Doran said the firm is looking to bring over a number of highlevel senior tax advisors. DFDL Mekong has close to 100 lawyers and at present has five partners. Rashed Idrees, a lateral partner hire from Deacons Singapore, will be appointed as the sixth partner effective from 1 January 2011. He will manage the newly launched Singapore office. ALB Asian Legal Business ISSUE 11.01

NEWS >>

www.legalbusinessonline.com

NEWS >>

appointments ►► LATERAL HIRES Name

Leaving

Going to

Practice

Location

Barbara Mok Katharine U Anne Ko Ganesh Chandru Ian Cocking

Minter Ellison Minter Ellison Minter Ellison Clyde & Co Clyde & Co

Capital markets, M&A Capital markets, M&A Capital markets, M&A Arbitration Construction

Hong Kong Hong Kong Hong Kong Singapore Hong Kong

Alistair Duffield

Jones Day Jones Day Jones Day Rajah & Tann Minter Ellison (Hong Kong) Holman Fenwick Willan

Berwin Leighton Paisner

Singapore

Kenneth Oh Pun Ling Fung Evelyn Ang Carol Lim

Shook Lin & Bok Shook Lin & Bok Shook Lin & Bok Hammonds

Rodyk & Davidson Rodyk & Davidson Rodyk & Davidson Rodyk & Davidson

Simon Michaels

Baker & McKenzie. Wong & Leow Holman Fenwick Willan Minter Ellison Fulbright & Jaworski Mayer Brown JSM

Berwin Leighton Paisner

Energy & infrastructure, Construction Corporate Corporate Corporate Project finance (Indonesia) Private client

Singapore

Berwin Leighton Paisner King & Spalding Jones Day Undiscl.

Mining Energy & resources Energy & resources Corporate

Singapore Abu Dhabi Hong Kong Thailand

Mayer Brown JSM

Undiscl.

Thailand

Mayer Brown JSM

Undiscl.

M&A, banking & finance Banking & finance

Tahira Ara David Lavery Ben McQuhae Nipaporn Weskosith Anurag Ramanat Peter Burke

►► Promotions

Thailand

Firm/Organisation

Promotion

Practice

Location

Paul McBride

Mallesons Stephen Jacques Mallesons Stephen Jacques Latham & Watkins Latham & Watkins Ropes & Gray

Partner

Banking & finance

Hong Kong

Partner

Dispute resolution

Hong Kong

Partner Partner Partner

Corporate, Islamic finance M&A Private equity, M&A

Dubai Hong Kong Hong Kong

Rodyk & Davidson Maples and Calder

Construction, arbitration Corporate

Singapore Hong Kong

Rodyk & Davidson Maxwell Chambers Mayer Brown JSM Mayer Brown JSM Mayer Brown JSM Mayer Brown JSM

Equity partner Chairman of the Asia-Pacific division of Maples Fund Services Managing partner Chairman Partner Partner Partner Partner

Construction Arbitration Banking & finance Banking & finance Intellectual property Corporate & securities

Singapore Singapore Hong Kong Hong Kong Hong Kong Hong Kong

Mayer Brown JSM Mayer Brown JSM Shearman & Sterling Shearman & Sterling Shearman & Sterling

Partner Partner Partner Partner Partner

Corporate & securities Real estate Asset management Construction, projects Project development, finance, asset management Capital markets M&A

Hong Kong Hong Kong Hong Kong Abu Dhabi Tokyo

Kai Sneider Timothy Gardner Brian Schwarzwalder Kirindeep Singh Spencer Privett

Philip Jeyaretnam Philip Jeyaretnam Francis Chen Maggie Cheung Benjamin Choi Jeremy Cunningham Yong Ren Raymond Wong Lorna Xin Chen Brian Clayton Etienne Gelencser

Joe Bauerschmidt Jones Day John Lin Jones Day

►► Relocations

Partner Partner

Singapore Taiwan

Name

Firm

Office going from

Office going to

Practice

Anna Lewis

Berwin Leighton Paisner Berwin Leighton Paisner Maples and Calder Oiger

London

Singapore

Asset finance

Singapore

London

Asset Finance

Cayman Island Cayman Island

Hong Kong Hong Kong

Managing partner Managing partner

Tom Budgett Gareth Griffiths James Bergstrom

Singapore Singapore Singapore Singapore

Name

Edmund Wan

Clyde & Co

Rajah & Tann

Clyde & Co targets India with arbitration lateral from Rajah & Tann A pioneer of SIAC’s initiatives in India, Ganesh Chandru, has left Singapore Big Four firm Rajah & Tann to join Steven Lim – an arbitration specialist who recently left Baker Botts to join Clyde’s Asian arbitration team. Admitted Ganesh Chandru to practice in England, Singapore and India, Chandru will focus on international arbitration and ADR work. Prior to joining Clyde & Co,he practiced with Rajah & Tan as a senior associate focussing on international arbitration and litigation. Between 2002 and 2007, Chandru supervised the administration of approximately 500 arbitrations during a five-year stint at SIAC, and also pioneered SIAC’s initiatives in India and coordinated the set up of an arbitration centre in New Delhi, the Construction Industry Arbitration Association (now renamed as the Construction Industry Arbitration Council – a joint initiative of the Construction Industry Development Council, India (CIDC) and the SIAC). Maples and Calder

Maples Cayman MP moves to HK to co-head office Maples and Calder’s Cayman Islands managing partner Gareth Griffiths will relocate to Hong Kong to replace current joint-managing partner Spencer Privett – who takes up the post of chairman of the Maples Fund Services’s Asia-Pacific division, effective December 2010. Privett will also continue in his role as head of the investment funds group in Maples and Calder’s Hong Kong office. Griffiths will work in close conjunction with current joint head of Hong Kong Christine Chang to develop the firm’s practice in Asia-Pacific – a region that Chang stresses is of growing importance. Paul Lumsden, current head of the corporate group in the Cayman office, will replace Griffiths as managing partner of the Cayman office. Patton Boggs

Al Tamimi

Leading power lawyer to head Doha office Al Tamimi, the largest independent law firm in the Middle East, has laterally hired Abu Dhabi’s Jay Fortin from Patton Boggs to lead its office in Doha, Qatar – a key jurisdiction for Al Tamimi. Fortin’s appointment is effective from January 2011. Recognised as a leading power and infrastructure projects lawyer in the region, Fortin has over 20 years of experience in project finance, including the development, acquisition and financing of power plants, ports and transport projects as well as Jay Fortin aircraft and rail leasing. Asian Legal Business ISSUE 11.01

NEWS >>

Fortin’s appointment is aimed to strategically position the firm to help further penetrate the crucial projects and infrastructure sectors of the energy-rich market. Fortin will take the spot vacated by Ahmed Anani, who resigned last August to join Latham & Watkins as a partner in its Doha office. Jones Day

Minter Ellison

Minters pulls off triple-partner lateral with Jones Day hires Australian firm Minter Ellison has significantly increased its partner ranks in Hong Kong, with a triple -partner lateral hire from US firm Jones Day. Barbara Mok, Anne Ko and Katherine U, all capital markets and M&A lawyers, will join the firm in the New Year, increasing the total number of partners in its Hong Kong office to nine. Mok’s practice focuses on China M&A and also includes work on behalf of issuers and sponsors in relation to listings on the HKSE. Ko’s work centres on equity Barbara Mok offerings on the HKSE as well as regulatory and compliance, securities law and corporate finance matters, in addition to M&A and general corporate matters. Katherine U also maintains a practice that focuses on cross-border deals in Greater China. Her previous experience includes acting for Chinese issuers and Hong Kong investment banks on HKSE listings and secondary fund-raisings, takeovers, and privatisations of Hong Kong-listed companies. Minter Ellison

King & Spalding

Abu Dhabi: King & Spalding hires energy lateral from Minters David Lavery, an oil & gas, LNG and mining specialist based in Australian firm Minter Ellison’s Perth office, has joined King & Spalding as counsel in the firm’s Abu Dhabi office. Lavery is the second energy expert to join the David Lavery Abu Dhabi office this year and the 15th energy addition to King & Spalding’s global practice in the past 24 months. Lavery will work closely with construction and infrastructure partner-elect Tim Burbury, who joined King & Spalding’s Abu Dhabi office in February 2010, to Tim Burbury further expand the firm’s energy sector footprint in both the Middle East and Caspian regions. To serve as a hub for the firm’s work in both energy transactions and international arbitration throughout the Asia-Pacific, King & Spalding opened an office in Singapore in September 2010, adding international arbitration partner John Savage – who hails from rival Shearman & Sterling’s Singapore practice – to its ranks. www.legalbusinessonline.com

Mayer Brown JSM

Mayer Brown promotes six partners in HK Emphasis on its Asian banking & finance, corporate & securities, IP and real estate practice has seen Mayer Brown JSM elevate six lawyers in Hong Kong to Francis Chen partnership – part of 32 partner promotions worldwide. In the latest round of promotions, which will take effect from 1 January 2011, Francis Chen (banking & finance) Maggie Cheung (banking & finance), Jeremy Cunningham (corporate & securities), Yong Ren (corporate & securities), Raymond Wong (real estate) and Benjamin Choi (intellectual property) will be promoted. Norton Rose

Ashurst

Norton Rose hires new energy head to lead charge into Indo market Norton Rose is strengthening its foothold in the Indonesian energy market with its latest lateral hire, ex-BP UK gas & power senior legal counsel and current energy partner with Ashurst Singapore, Ashley Wright. He will lead Norton Rose’s Asia-Pacific oil & gas team in the New Year. Wright, a specialist in energy and project finance, has spent three years in Indonesia seconded to BP as a legal manager and has lived in Asia for 13 years – first Ashley Wright arriving in Indonesia in 1995 and returning to the UK in 2000. Wright spent three years at Clifford Chance working with the firm’s London capital markets team. In his time out of Asia, he briefly spent a year with Norton Rose in Bulgaria working on two power projects. Following that, he took up an appointment with Linklaters in Singapore for four years, then spent four years with Milbank and worked for the next four years with Ashurst, also in Singapore. Jones Day

Jones Day brings christmas cheer to 36 new partners US-based firm Jones Day has promoted 36 lawyers to its global partnership, a third of whom are located in offices outside the US and a quarter of whom are female. Those promoted include Joe Bauerschmidt in Singapore, John Lin in Taipei, and Sebastien Evrard and Ian Lian both in Beijing. Bauerschmidt, a capital markets lawyer with more than 15 years of experience, arrived in Asia in 1997, and has been based here since. Lin, who is from the firm’s Taipei office, specialises in a broad range of mergers and acquisitions and cross-border transaction matters. His work includes representation of public and private clients, investment banks, and institutional investors.

Shearman & Sterling

Shearman & Sterling elects new partners in Asia and Middle East Shearman & Sterling has elected seven counsels to the partnership worldwide. Significantly for Asia and the Middle East, new partners will be elected in Hong Kong, Tokyo and Abu Dhabi. Lorna Xin Chen, an asset management lawyer in Hong Kong, who specialises in representing private funds on their global investments, has been promoted to the partnership effective from 15 December 2010. Etienne Gelencser, a project development, finance and asset management lawyer based in Shearman’s Tokyo office, has project finance clients across Asia, the Middle East and the Americas. Gelencser also regularly represents institutions and private equity funds in Japan and Asia. Brian Clayton, a project development and finance specialist in Abu Dhabi, focuses on construction and oil & gas projects. He has represented sponsors, developers, contractors and lenders in a variety of industries including petrochemical, LNG, power, water, mining, industrial, renewables and infrastructure. Ropes & Gray

Ropes & Gray promotes new partner in HK Ropes & Gray has promoted 10 lawyers to the partnership globally, including Hong Kong PE lawyer Brian Schwarzwalder. The Hong Kong office of the US-based firm was launched in May 2008 by two PE partners – Alison Bomberg (who relocated to HK from Massachusetts) and MoFo lateral hire Scott Jalowayski. Schwarzwalder, who is fluent in Mandarin, has practised in Hong Kong since 2004 and joined Ropes & Gray in 2008. Schwarzwalder’s practice focuses on representing PE and venture capital firms, investment banks and strategic investors in a broad range of cross-border transactions, with a particular focus on China. Holman Fenwick Willan

Berwin Leighton Painser

Hiring coup impacts HFW Singapore The Singapore office of Holman Fenwick & Willan has been dealt a severe blow, as its head of corporate finance leaves, taking with him five other lawyers – including one partner –across to the Singapore office of English firm Berwin Leighton Paisner. Alistair Duffield has joined BLP as its managing partner, after serving almost eight years at Holman as a partner. Based in Singapore for more than 20 years, he has worked across the region, particularly in Indonesia. A specialist in mining and natural resources, Duffield’s practice focus includes asset and project finance, M&A, energy and offshore projects. Duffield spent 10 years at White & Case as a partner prior to his role at Holman, and was also the legal director of Deutsche Bank till 2003. The relocation of the six-lawyer team from Holman more than doubles the size of Berwin’s Singapore practice, which it opened in 2007.

News | regional update >>

Regional updates

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

State Council Reveals Priorities In The Fight Against Insider Trading Recent years have seen a flurry of legislative and administrative actions designed to combat insider trading on China’s stock markets – the China Securities Regulatory Commission (CSRC) has investigated at least 50 cases in 2010 alone. China’s State Council has now revealed its priorities in the fight against insider trading by promoting an opinion issued this November by a working group of the CSRC, Public Security Bureau and several other departments (“Circular to propagate the ‘Opinion issued by the China Securities Regulatory Commission et. al. on combating and guarding against insider trading on the capital markets in accordance with law’ ”, State Council Circular No. 55 [2010] (the Circular). The Circular exhorts government bodies to various measures to guard against insider trading, including: designing systems that set out rules to maintain confidentiality of insider information and that cover how state employees’ access to such information will be controlled and are clear as to who is responsible and the scope of their authority; establishing systems to register insiders and setting out insiders’ obligations in respect of such information; improving procedures for listed companies’ public disclosures and the suspension from trading of their securities; taking into account enterprises’ efforts to combat insider trading when assessing their performance; and improving the rules for detecting insider trading incidents and proving accusations, which includes implementing appropriate reward structures for whistleblowers. “Insider information” is broadly defined as non-public information that could affect the price of publicly traded securities, and specifically includes

information on business operations, investment and financing, M&A activity and key personnel changes. The category of “insiders” is equally broad, including not only senior management and substantial (i.e. >5%) shareholders of listed entities, but also outsiders with deal-specific information such as legal counsel and investment fund professionals who may obtain insider status through deal elements such as due diligence or through managing their holdings in portfolio companies, as well as government officials who come into contact with insider information via their office. While official reporting of the Circular suggests these measures are primarily aimed at officials who may be tempted to abuse their access to information for private gain, securities and investment professionals, and legal counsel are also advised to ensure that care is taken to maintain lists of insiders, and to implement robust barriers to the unauthorised dissemination of insider information. Written by Jeanette Chan, partner Peter Davies, associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central, Hong Kong Email: jchan@paulweiss.com Ph: (852) 2846-0300

Philippines

Mandatory ConciliationMediation For All Labor Cases Department Order No. 107-10, series of 2010 (“DO 107-10”) of the Philippines’ Department of Labor and Employment (“DOLE”), which became effective on October 24, 2010, now prescribes a 30day mandatory conciliation-mediation Asian Legal Business ISSUE 11.01

News | regional update >>

service for all labor cases. DO 107-10 was issued to: [a] provide a speedy, impartial, inexpensive and accessible settlement service for unresolved issues/complaints arising from employer-employee relations; [b] encourage the use of conciliationmediation in the settlement of all labor cases; and [c] strengthen cooperation and coordination between and among DOLE agencies involved in dispute settlement. Among the significant provisions of DO 107-10 are the following: First, all issues arising from labor and employment shall be subject to the 30day mandatory conciliation-mediation except: [a] conciliation-mediation services on notices of strikes or lock-outs, or on preventive mediation cases; and [b] issues arising from the interpretation or implementation of a collective bargaining agreement and those arising from the interpretation or enforcement of company personnel policies. Second, any settlement agreement reached by the parties shall be final and binding. The DOLE officer concerned shall monitor the voluntary and faithful compliance of the settlement agreement entered into by the parties by causing them to make a report of compliance or non-compliance within two (2) weeks from the date of agreement or agreed period of compliance. Third, unless the parties agree otherwise, the conciliation-mediation services shall be carried out and terminated within the prescribed 30day period. The parties are required to appear at all times. Lawyers may be allowed to join the conference only to render advice to parties. Fourth, if the parties fail to reach an agreement within the 30-day period, the DOLE officer concerned shall issue a document referring the unresolved issue(s) to the appropriate DOLE office or agency that has jurisdiction over the dispute; or if both parties agree, they may refer the unresolved issue(s) to voluntary arbitration. Finally, information and statements given in confidence at the conciliationmediation proceedings shall be treated as privileged communication and shall not be used as evidence in any arbitration proceedings, except the stipulation of facts voluntary entered into by the parties. The issuance of DO 107-10 will www.legalbusinessonline.com

hopefully give effect to the provisions of: [a] the 1987 Philippine Constitution, which mandates the State to promote the preferential use of voluntary modes of settling labor disputes, including conciliation; and [b] the Labor Code of the Philippines, which provides that it is the policy of the State to promote and emphasize the primacy of voluntary arbitration, mediation and conciliation as modes of settling labor disputes. Written By Ronald Mark C. Lleno Senior Associate SyCip Salazar Hernandez & Gatmaitan 3rd Floor, SyCip Law Center 105 Paseo de Roxas, 1226 Makati City Philippines T (+63 2) 982 3500; 982 3600; 982 3700 F (+63 2) 817 3896; 817 3567; 817 3145 E rmclleno@syciplaw.com

SINGAPORE

A New Year with New SGX Rules The Singapore Exchange Limited (“SGX”) is wrapping up the year 2010 with good news for all Singapore listed companies. Singapore listed companies will soon find it easier to raise secondary funding. On 9 December 2010, SGX announced measures to facilitate and shorten timeto-market for secondary fund raising. These measures will take effect from 1 January 2011 with corresponding amendments to the securities listing rules applicable to both the Mainboard and Catalist board, according to the SGX regulatory announcement. There were temporary measures on fund raising implemented in January and February 2009 to help companies raise capital efficiently under tight credit conditions during the global credit crunch. After public consultation and review conducted in early 2010, the SGX decided to formalise a majority of the temporary measures in the interests of both shareholders and listed issuers

as part of the strategy to assist listed issuers to obtain additional equity funding from shareholders under the current market conditions of tight liquidity. The measures that will be effective from 1 January 2011 are as follows:(i) Shortening the notice of books closure date from 10 to 5 clear market days; (ii) Allowing issuers to undertake nonrenounceable rights issue without specific shareholders’ approval, provided the rights shares are priced at a discount not exceeding 10%; (iii) Allowing issuers to issue scrip dividends without shareholders’ approval, provided shareholders are given a cash option; and (iv) Introducing a new practice note in the Listing Manual to provide guidance on sub-underwriting arrangements, including the need to seek specific shareholders’ approval where sub-underwriting fees are paid to controlling shareholders and substantial shareholders. Measures that will cease after 31 December 2010 include a higher threshold for renounceable pro-rata share issuances and larger discount limits for placement exercises. The SGX decided to discontinue the said measures after taking into account feedback from market participants on their potential dilution effects. The new measures aim to help listed issuers to raise funds in a timely manner. These new SGX rules will definitely be implemented at the right time especially to Singapore listed companies who are looking forward to a stronger season in year 2011. The corresponding amended listing rules that will support the above measures can be accessed from SGX’s website at www.sgx.com. Written by Ms Elena Ng and Ms Angela Sigrid J. Along Ms Elena Ng, Foreign Counsel Legal Associate (Corporate Practice) Ph: (65) 6322-2206 Fax: (65) 6534-0833 E-mail: elenang@loopartners.com.sg and Ms Angela Sigrid J. Along, Foreign Cousel Legal Associate (Corporate Practice) Ph: (65) 6322-2254 Fax: (65) 6534-0833 Email: angela@loopartners.com.sg Loo & Partners LLP 16 Gemmill Lane Singapore 069254

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Vietnam

Foreign Arbitration Services: WTO Market Opening Lost In Implementation Vietnam’s Law on Commercial Arbitration (“Commercial Arbitration Law”), dated 17 June 2010, takes effect from 1 January 2011. With respect to forms for foreign arbitration institutions to operate in Vietnam, the Commercial Arbitration Law stipulates that a foreign arbitration institution may operate in Vietnam by setting up either branches or representative offices. This means a foreign arbitration institution may not set up their presence in Vietnam in the form of a company. This consequence, however, appears to be not consistent with Vietnam’s commitments on market opening upon accession to the WTO (“WTO Commitments”). With respect to restrictions on commercial presence, the relevant WTO Commitments read, “[N]one, except that: After 3 years from the date of accession, branching is allowed. For arbitration and conciliation services for commercial disputes between businesses (CPC 86602**): for the period of 3 years from the date of accession: unbound. Thereafter: none”. According to the above provision of the WTO Commitments, particularly the phrase “Thereafter: none”, from 11 January 2010 (i.e. 3 years from the date of accession) a new market opening for foreign arbitration services becomes due. Specifically, a foreign arbitration institution, when operating in Vietnam, is subject to no restriction on commercial presence. In other words, from 11 January 2010 an offshore arbitration institution may operate in Vietnam using any forms of commercial presence; and if not choosing to set up

its representative offices or branches, that offshore arbitration institution may opt to set up its own arbitration institution, registered as a Vietnam based company to provide arbitration services. Although this market opening of company presence had been due 5 months before the Commercial Arbitration Law was passed, it has been forgotten, and thus lost the chance to be introduced as a provision of the Commercial Arbitration Law. Given the practice of the country’s implementation of the WTO Commitments, it is likely that until new legislation is issued specifically introducing that commercial presence by company form, a foreign arbitration institution’s operation in Vietnam will remain limited to representative office and branch only. Written By Huynh Tan Loi, Legal Assistant 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 loi.huynh@indochinecounsel.com www.indochinecounsel.com

MALAYSIA

The Malaysian Whistleblower Protection Act 2010 Legislative protection in Malaysia of whistleblowers is not an entirely new concept. Legislation mandating disclosure of the existence of serious offences involving fraud or dishonesty, as well as attendant protections of the whistleblower, already exist in respect of certain sectors. The Whistleblower Protection Act 2010 (“WPA”), which came into force in Malaysia on 15 December 2010, is intended to provide an allencompassing protection applicable to the private and public sectors, and is seen as a key instrument in combating corruption by facilitating protected disclosures through immunity from civil and criminal actions, confidentiality of information disclosed and protection from detrimental action of a retaliatory nature. The latter is also extended to include any detrimental action committed against any person related to or associated with the whistleblower. Under the WPA, only disclosures of improper conduct to a designated enforcement agency will be protected. This would mean that disclosing improper conduct within the workplace alone will not trigger the WPA protections. The Malaysian Deputy Minister who tabled the Bill, has confirmed that any disclosure to the media will disentitle the individual from WPA protection. Future pronouncements and guidelines will help to clarify and therefore assist stakeholders with compliance. Similar to the laws in other jurisdictions, the WPA does not obligate individuals to disclose the occurrence of improper conduct and merely seeks to facilitate such disclosures. Employers must not stigmatise nor Asian Legal Business ISSUE 11.01

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allow its employees to suffer reprisal where he or she makes protected disclosures. The WPA introduces, for the first time, employment-specific criminal liability for retaliatory action in the workplace. The WPA will have broad and potentially significant implications on all employers in Malaysia regardless of the organisationâ&#x20AC;&#x2122;s nature of business and the position of the individual employee. Employers are therefore advised to adopt a proactive selfregulatory approach as well as to introduce comprehensive whistleblower protection policies and procedures to facilitate reporting, with a view of both encouraging disclosures and also mitigating potential risks. In light of the impending Personal Data Protection Act 2010 (which is presently not yet in force), there will also be the need for the employer in particular to strike the right balance where the whistleblower and the alleged wrongdoer are employees. 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 Woo Wei Kwang, Partner Serene Kan, 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 wei.kwang.woo@wongpartners.com serene.kan@wongpartners.com

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INDonesia

New Indonesian Regulation On Housing And Residential â&#x20AC;&#x201C; Boon Or Bane? In order to ensure adequate and affordable housing as well as being part of the government initiative to facilitate house ownership for all Indonesian citizens, the House of Representatives has recently approved a new draft of the housing and residential law to replace the existing Law No. 4 of 1992. Although the draft has been approved, the government has not gazetted the new law and it has not come into effect. Pursuant to the new law, the central and regional governments will play an active role in providing housing facilities for the low income demographic in Indonesia by conducting the following efforts: a. Procurement of lands funded from the regional budget; b. Development of the house ownership financing system through the establishment of financing institutions specifically for government approved residential funding; and c. The provision of special facilities for the low income class, including measures such as tax incentives, simplification of licensing procedures and land certification as well as insurance and financing facilities.

subsidiary government regulation. Contrary to the governmentâ&#x20AC;&#x2122;s positive viewpoint that this new law will result in charitable benefits to society, a number of non-governmental organizations have taken the view that this law unduly favours developers at the expense of the common citizen and its implementation will result in human rights violations due to iv. the implementation of fines and imprisonment for parties who reject relocation; v. insist on constructing residential units outside the government approved residential zones; and vi. the prohibition on providing facilities and recognition to the owners or occupants of non-government approved residential areas. Due to the absence of the relevant implementating regulations relating to this new law, it would be premature to judge the effect of the new measures until the actual issuance of the implementing regulations by the government by the statutory deadline of December 2012. Written By Enrico Iskandar and Debu Batara Lubis Enrico Iskandar Managing Partner, Bastaman Enrico E-mail: enrico@bastamanenrico.com Debu Batara Lubis Associate, Bastaman Enrico E-mail: debu@bastamanenrico.com 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

Additional matters that are also addressed in this new law is the provision of housing for foreign citizens which is an issue that has been prevalent for quite some time. In order to facilitate and fulfill the housing requirements for foreign citizens, the new law stipulates that foreign citizens can occupy houses which are rented from the original land owner based on a written agreement executed in the form of a notarial deed. Since this new law only deals superficially with the above matter, additional detailed provisions will be set out in the relevant

FEATURE | fast 30 >>

►► ALB Fast 30 2010: at a glance Firm Anderson Mori & Tomotsune Ashurst Atsumi & Sakai Azmi & Associates Bae Kim & Lee Cadwalader, Wickersham & Taft Dacheng DFDL Mekong Gaopeng & Partners Gibson Dunn & Crutcher HanKun Indochine Counsel Jade & Fountain JC Master K&L Gates Khaitan & Co LexField Mayer Brown JSM Norton Rose Oon & Bazul Pinsent Masons Shin & Kim Stephenson Harwood Watson Farley & Williams Wikborg Rein WongPartnership Yingke Yulchon Zhejiang L&H ZhongYin

Home jurisdiction(s) Japan UK Japan Malaysia Korea US China Pan South-East Asia China US China Vietnam China China US India China US UK Singapore UK Korea UK UK Norway Singapore China Korea China China

If 2009 was an annus horribilis for legal services markets across the region, then 2010 by comparison must surely be seen as an annus mirabilis. Spurred on by sound economic recovery and a discernable increase in transactional levels in fee-fat areas such as M&A, banking & finance and capital markets, the last 12 months saw a number of law firms deliver the lightning growth that has become a hallmark of the Asian market. In this year’s ALB Fast 30, the firms that stood tall above the rest are singled out. They have used mergers to bulk up, aggressive recruitment strategies to explode into new practice areas or jurisdictions, or their own verve, agility and talent to record a year of strong growth

Firms arranged in alphabetical order

Asian Legal Business ISSUE 11.01

FEATURE | fast 30 >>

CHINA Chinese law firms continue to set the pace in Asia as they grow at a rate that eclipses all other firms in this year’s ALB Fast 30. The challenge for these quick-moving firms now will be to ensure their business models are premised not only on aggressive growth but also sustainability in the mid to long term

Yingke Managing partners: Mei Xiangrong, Hao Huizhen, Zheng Shuchun, Zhao Xingren, Li Hua Offices: Beijing, Shi Jiazhuang, Tianjin, Nanjing, Shanghai, Hohhot, Shenyang Revenue growth: 787% PEP growth: 828% Partners: 82 (+1,071%) Qualified lawyers: 341 (+380%) Summary: Triple-digit financial and headcount growth is something few law firms can match, but PRC firm Yingke brought on board enough new partners to register growth figures in quadruple digits. The firm opened branches in Shi Jiazhuang, Tianjin, Nanjing, Shanghai, Hohhot and Shenyang, and the growth won’t stop there, according to Mei Xiangrong, the larger-than-life director of the firm’s managing committee, who has his heart set on making Yingke the country’s next Dacheng. “It’s increasingly difficult for smaller firms to stay competitive in this market. So the partners have decided to attract a large number of talented lawyers and together we aim to forge a leading PRC firm on a global scale,” he explained. Yingke plans to open more than 40 branches and grow total headcount to over 1,000 in the next three years. The firm dipped its feet into the international market earlier this year through a tie-up with Hungary’s Varnai & Partners and established a framework to set up a Yingke & Varnai legal alliance in Europe.

Zhongyin Managing partners: Zhao Cenghai, Tang Jinlong Offices: Beijing, Shenzhen, Xiamen, Fuzhou, Shanghai, Guiyang, Guangxi, Sichuan, Jinan, Jixi, Taizhou Revenue growth: 130% PEP growth: 30% Partners: 32 (+88%) Qualified lawyers: 349 (+50%) Summary: Formed by the 2008 merger between Zhongyin and fellow Beijing outfit Zhengtai, the firm has clearly retained its appetite for expansion. 2010 marks the second year in a row that Zhongyin has made the ALB Fast 30. The firm makes the cut this year for its 130% spike in revenues, ostensibly on the back of the success that its recently opened branch offices have had in attracting and retaining new clients. Two of these offices, in Xiamen and Fuzhou, were opened to attract more cross-Strait legal work (set to blossom following the signing of the ECFA), while branches in Jinan, Jixi and Taizhou have significantly broadened the firm’s regional client base. In a year that was defined by the international expansion of PRC law firms, Zhongyin was also active. www.legalbusinessonline.com

The firm struck an alliance with Malaysia’s Azmi & Associates and Jordanian firm Abunameh & Partners. The firm saw an increase of 30% in PEP, but managing partner Zhao Cenghai, seemingly unhappy with such a ‘modest’ increase, believes profits will grow faster in the year ahead as the firm’s prudent expansion starts to pay dividends. “We are focusing on the future and long-term success instead of immediate gratification and will continue to put efforts in ‘investment activities’,” he said. Perhaps a model of sustainability that other PRC law firms may want to emulate in the years ahead?

Jade & Fountain Managing partners: Scott Guan, Mark Ho Offices: Beijing, Shanghai Revenue growth: 30% PEP growth: 15% Partners: 18 (+35%) Qualified lawyers: 55 (+25%) Summary: 2010 was another strong year for this Shanghai-based outfit. The firm registered a 30% increase in revenue on the back of increased activity in its core areas of practice: FDI, M&A and PE. Jade & Fountain also made a number of high-profile lateral hires after raiding the mainland operations of a number of international law firms. Song Liwei (from Gide Loyrette Nouel) and Jeffery Yang (Freshfields) were two such hires. The firm also welcomed Henry Xiao, William Lu and Lawrence Guo (Lu and Guo joined from fellow PRC firm Broad & Bright after both working in the Beijing office of Allen & Overy).

LexField Managing partner: Jan Liu Offices: Beijing Revenue growth: 29% PEP growth: -41% Partners: 8 (+167%) Qualified lawyers: 15 (+150%) Summary: IP boutique LexField’s solid fee-earner growth sees it included in this year’s ALB Fast 30. The firm posted a 29% increase in takings over the last financial year and increased its partner and fee-earner stocks by 167% and 150%, respectively. On the lateral-hire front, the firm welcomed seasoned IP practitioner Jiang Hongyi and his ten-strong team and also secured the services of an experienced Beijing High Court judge, Cheng Yongshun, who joined as a senior counsel. The firm will hope that its somewhat alarming decrease in PEP (down by 41%) will be improved in the year ahead and is planning continued organic growth in 2011 to this end.

FEATURE | fast 30 >>

Gaopeng & Partners Managing partners: Wang Lei, Hu Lianping Offices: Beijing, Shanghai, Tianjin, Yangzhou, Taizhou, Nanjing, Hangzhou Revenue growth: 29% PEP growth: 29% Partners: 46 (+35%) Qualified lawyers: 96 (+47%) Summary: 2010 may be the first year that this Beijing-based firm has made the ALB Fast 30 cut, but that isn’t to say that it hasn’t been registering strong growth over the past few years. On the back of strong demand in its core areas of practice – WTO and international trade, infrastructure projects, real estate and media, entertainment and sports – the firm has seen its revenues increase by 29% and its feeearner count expand by a similar margin. The firm also solidified its foothold in the lucrative Yangtze River Delta (YRD) region (the firm opened offices in Yangzhou, Taizhou, Nanjing and Hangzhou), an area which it clearly acknowledges will fuel its future growth plans. “We’ve always preferred to establish ourselves in regional areas. One of the impetuses for our decision is the increasing exportation business in the YRD region,” said managing partner Wang Lei. “The branch offices will work closely with our headquarters – we are looking to integrate international business work across the board.”

JC Master Managing partner: Justin Ma Offices: Nanjing Revenue growth: 27% PEP growth: 20% Partners: 8 (+0%) Qualified lawyers: 19 (+19%) Summary: A winner at the 2010 ALB China Law Awards in the ‘Jiangsu Law Firm of the Year’ category, JC Master can now also lay claim to being one of Asia’s fastest growing law firms, after registering a 27% increase in revenues. Unlike so many of its peers in the Chinese legal services market, the firm says it is committed to organic growth. This is evident in its reluctance to laterally hire partners from its competitors – a strategy that is perhaps vindicated by the firm’s strong PEP growth (20%).

Dacheng Managing partner: Wang Zhongde Number of offices: 32 Revenue growth: 24% PEP growth: 16% Partners: 396 (+40%) Qualified lawyers: 1,200 (+20%) Summary: 2010 will mark the fourth year in a row that Dacheng has been named as one of Asia’s fastest growing law firms – a feat no other firm in the region can match. Already the largest law firm in Asia (its most recent hires means it is now more than double the size of the region’s second-largest law firm) the firm continued to grow at an astounding rate last year. Not only did it acquire regional

firm Yunnan BaQian Law Group, but it also subsumed Guangzhou Xin Yang, as well two Beijing-based outfits Kingfield and Fengqing. The firm’s managing partner Wang Zhongde has somewhat ominously stated that there is more to come. The firm already has alliances in Singapore and India, leaving South-East Asia as the next destination.

Zhejiang L&H Managing partners: Zheng Jindu, Li Jing, Zhu Yayuan, Dai Wenliang, Chai Shanming, Gao Zhenghua, Jin Weiwen Offices: Hangzhou, Zhoushan, Yiwu Revenue growth: 22% PEP growth: 20% Partners: 30 (+3%) Qualified lawyers: 109 (+19%) Summary: The Hangzhou-based outfit’s 2008 merger with Yaxiya saw its revenues spike. The firm’s takings were up by almost a quarter (22%) courtesy of the firm’s core areas of practice – corporate, IPOs, finance, real estate, IP and cross-border investment. Zheng Jindu, the firm’s founder and managing partner, believes the key to future growth lies with servicing the ever-increasing number of budding entrepreneurs in the Zheijiang area. “Post-GFC, our clients are placing more importance on being able to withstand risks, so they also have stricter requests and higher demand for quality legal services,” Zheng says. “This mindset brings about more work, since our clients require stringent regulatory and compliance advice.”

Han Kun Managing partners: Charles Li, Joseph Hwang, Chao Yijun, Chen Dafei Office: Beijing, Shanghai, Shenzhen Revenue growth: 20% PEP growth: -30% Partners: 11 (+38%) Qualified lawyers: 31 (+40%) Summary: Despite its relatively tender age, Han Kun has won mandates that are elusive to even more established players in the market. This may have something to do with the calibre of partners at the firm; each has previous work experience in international law firms, and long relationships with important clients such as Ku6.com, AsiaInfo, Huawei, Sequoia Capital, TeamSun and General Electric. The strength of these relationships is perhaps indicated by the fact that the firm registered a 20% increase in revenues during this period, partly due to having opened new offices in Shanghai and Shenzhen.

►► Methodology

The ALB Fast 30 is based on a survey distributed to over 400 law firms across the Asia-Pacific (excluding Australia and New Zealand). Partner, fee-earner and financial data was supplied by the law firms themselves and used to produce the ranking of the 30 fastest growing law firms. Only firms who responded to ALB’s request for figures were considered for the final ranking, and all information is accurate to end of October 2010. The growth figures for PRC law firms is accurate to 30 June 2010. Only the Asia and Middle East growth of international law firms was considered. Asian Legal Business ISSUE 11.01

FEATURE | fast 30 >>

South & South-east Asia For the suite of dynamic firms in South and South-East Asia, 2010 was a year of measured growth. Most saw a spike in revenues flowing from increasing their partner and associate ranks and by moving into new markets and new practice areas. As the attention of investors in the US and Europe continues to turn to Asia, watch for these players to consolidate their 2010 gains with another strong year of expansion in 2011

Khaitan & Co

Azmi & Associates

Managing partner: Multiple Offices: Bangalore, Kolkota, Mumbai, New Delhi Partners: 44 (+29%) Lawyers: 203 (+27%) Summary: 2010 was a phenomenal year of growth for this perennial ALB Fast 30 firm. Not only did Khaitan & Co increase its partner stocks by nearly a third, but it brought on board 43 new lawyers. Most impressive was the firm’s revenue performance , which saw a considerable increase. This expansion was not limited to the firm’s headcount or financials. In addition to taking up 32,000 sqft of office space in the upmarket One Indiabulls Centre to cater for its fast-growing Mumbai office, the firm added to its portfolio a number of new clients, including Hutchison, Lafarge, Blackstone and Caterpillar.

Managing partner: Azmi Mohd Ali Offices: Kuala Lumpur, Johor Bahru, Kota Bahru, Singapore Revenue growth: 13.8% Partners: 8 (-11.1%) Lawyers: 35 (+12.5%) Summary: Azmi & Associates has made something of a name for itself in terms of growth over the last few years, having been named in the ALB Fast 30 in 2008 and 2009. The firm’s performance in 2010 was equally as solid, registering gains in the headcount and revenue areas. But it was arguably the firm’s international expansion and alliance building activities that made the most headlines throughout the year. In addition to signing three strategic collaboration agreements with other law firms (Zhong Yin, China; Global Law Firm, Sudan; Remy & Partner, Indonesia) the firm also opened its

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FEATURE | fast 30 >>

first overseas office, in Singapore. More expansion could be on the horizon, according to Azmi Mohd Ali. “We feel that our best years are ahead of us. Looking forward to the next 10 years, the firm’s immediate plans are to expand its practice regionally. We welcome more collaborative arrangements with law firms across Asia.”

DFDL Mekong Managing partner: Martin Desautels Offices: Yangon, Hanoi, Ho Chi Minh, Phnom Pen, Samui, Phuket, Bangkok, Vientiane, Singapore Revenue growth: 33.8% Partners: 5 (0%) Lawyers: 92 (+23.9%) Summary: 2010 has been an impressive year for this Indochina heavyweight. Not only did it subsume McEvily & Collins’ two Thailand offices, but its revenue and fee-earner numbers increased substantially— up by 33.8% and 23.9%, respectively. In late 2010, the firm also revealed plans to transform its Singapore office (currently a representative office) into a fully-fledged foreign law practice citing tremendous growth in the firm’s Singapore client base as the rationale behind the move. “Our objective for setting up in Singapore is to serve our existing Singapore-based clients who have projects and investments in the Greater Mekong region and also South Asia,” said David Doran, partner in-charge of the firm’s Bangkok and Vientiane offices. “Another reason is to be close to the financial centres as the financing of these regional projects is increasingly coming out of Singapore.”

Indochine Counsel Managing partner: Dang The Duc Offices: Hanoi, Ho Chi Minh Revenue growth: 45% Partners: 6 (+20%) Lawyers: 25 (+20%) Summary: Another solid year of growth across the board sees this up-and-coming Vietnamese firm register back-to-back entries in the ALB Fast 30. The firm’s revenues in this period shot up by almost half (45%) and it also added a partner as well as five new lawyers to its ranks to increase its

total headcount by 20%. In 2011, managing partner Dang The Duc says, the firm will continue to look to increase its roster of talent and to this end, has taken on extra office space in Ho Chi Minh City. With the firm’s work becoming increasingly cross-border in nature, watch for it to establish an alliance in South-East Asia.

Oon & Bazul Managing partner: Bazul Ashhab Offices: Singapore, Kuala Lumpur* Revenue growth: 20% Partners: 6 (0%) Lawyers: 10 (+40%) Summary: Oon & Bazul backed up its 2009 ALB Fast 30 debut with an equally impressive showing in 2010. In addition to bringing four new lawyers on board, the firm also saw a 20% rise in revenues during the year. While the firm’s shipping practice continues to be busy handling work for clients spanning the entire spectrum of the area, it is disputes, particularly international arbitration, which is shaping up as a real catalyst for further growth. To cope with the increased demand for its arbitration expertise, the firm says it plans to take another six lawyers, including one partner, on board next year. *Associate office

WongPartnership Managing partner: Rachel Eng Offices: Abu Dhabi, Beijing, Singapore, Shanghai, Doha Partners: 80 (+14%) Lawyers: 250 (+4%) Arguably one of the most consistent of Singapore’s ‘Big Four’ in the growth stakes, 2010 was another strong year for WongPartnership. The firm welcomed 10 new partners, including star insolvency & restructuring partner Manoj Sandrasegara from rival Drew & Napier, and Andrew Watson from Clyde & Co, to jointly head its fast-growing Middle East practice. Other high-profile laterals include Simon Tay, former chairman of Singapore’s National Environmental Agency, as senior consultant to the firm’s first-of-its-kind environmental and green economy practice. The firm also expanded its mainland China presence by opening a second China office – in Beijing.

North Asia Growth has always been a hallmark of the expansionist firms in North Asia and 2010 was no exception. The Japanese and Korean law firms that made the ALB Fast 30 this time around grew strongly, albeit for differing reasons. As the Korean economy continues to rebound, and Japan slowly but surely meanders its way out of its sustained economic quagmire, watch for law firms in each country to continue to grow in the year ahead

Asian Legal Business ISSUE 11.01

FEATURE | fast 30 >>

as Atsumi & Partners. The firm welcomed a nine-strong team from TMI Associates, including highly-regarded partner Yutaka Sakai. These lateral hires, as well as organic growth, are responsible for increasing the firm’s partner and lawyer headcount by 15% and 11%, respectively. As transactional levels start to pick up in 2011 further lateral hiring may well be around the corner, especially to bolster the firm’s already highly-regarded corporate practice.

Anderson Mori & Tomotsune Managing partner: Hirohito Akagami Offices: Beijing, Tokyo Partners: 72 (+7.46%) Lawyers: 233 (+6.88%) The Japanese ‘Big Four’ player’s growth this year has come on the back of solid organic gains. The firm welcomed five new partners last year and also increased its lawyer numbers by 15, and is expected to further internationalise its practice in 2011. What form this internationalisation will take remains to be seen, but perhaps Nagashima Ohno & Tsunematsu’s recent alliance with Australia’s Allens Arthur Robinson is telling. South-East Asia may be the next battleground on which the country’s ‘Big Four’ wage war.

Atsumi & Sakai Managing partner: Hiroo Atsumi Offices: Tokyo Partners: 30 (+15%) Lawyers: 61 (+11%) Summary: 2010 was a successful year of growth for the firm formerly known

Bae Kim & Lee Managing partner: YS Oh Offices: Seoul, Beijing, Shanghai Partners: 84 (+12%) Lawyers: 232 (+10%) A 12% increase at the partner level, as well as 10% growth in fee-earner numbers was enough to land Korean firm Bae Kim & Lee back-to-back entries in the ALB Fast 30. Although the firm did not officially reveal its revenues for the past year, sources close to ALB confirm that Bae Kim & Lee also saw strong growth on this front, even eclipsing the mark it set in previous years. The sources attribute this to the number of high-profile, high-fee mandates the firm earned in 2010, including acting on Mahindra’s acquisition of Ssangyong Motors, Hana Bank’s acquisition of KEB, and the watershed privatisation of Woori Financial Holdings. As the Korean legal services market edges ever closer to liberalisation, watch for the firm to build up its resources in the areas of international arbitration and IP.

To stay ahead, we actually draw the curve. For more than 200 years, the lawyers of Cadwalader, Wickersham & Taft LLP have risen to new challenges, anticipating market change and solving the issues they create for our clients. Now, more than ever, it is essential to have experienced legal counsel to help you steer the course—counsel who understands the competitive landscape and the strategic challenges posed by the current economic environment. With a strong and diverse international practice, and offices in the U.S., the U.K. and Asia, Cadwalader is well-positioned to offer standout legal services to help clients all over the world. For more information, please visit www.cadwalader.com.

Cadwalader, Wickersham & Taft LLP New York London Charlotte Washington Beijing

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FEATURE | fast 30 >>

Shin & Kim Managing partner: Kim Doo-Sik Offices: Seoul, Beijing, Shanghai Revenue growth: 4% Partners: 72 (+14%) Lawyers: 212 (+32%) Last year, ALB singled out Shin & Kim as “one to watch” in our annual ALB Watchlist feature and the firm has certainly lived up to expectations. The firm managed sizeable increases in both its partner and lawyer ranks, with gains of 14% and 32%, respectively. The firm also significantly bolstered its resources in a number of areas. Apart from its extremely successful venture into international arbitration, Shin & Kim also acquired litigation boutique Evergreen Law Group. In late 2010, the firm also increased its international footprint by opening its second China office, in Shanghai, and establishing its Latin America practice group. The latter makes it the first law firm in the country to have such a capability. Kim Doo-Sik, the firm’s managing partner, promised more of the same from the firm in 2011. “2010 was a year of challenges and opportunities for Shin & Kim. The slow economic recovery caused many firms to be cautious, but we see better times ahead and have actually grown a great deal in 2010, both in terms of headcount and expanded practice group offerings,” he said. “We expect 2011 to bring more opportunities for growth and development, and are hopeful that the economic recovery will

accelerate. We have already seen indications of this in the recent increase in finance and M&A activity.” One area which the firm will no doubt be looking to target is intellectual property. Watch for Shin & Kim to aggressively build its practice here through lateral hires or maybe even through the acquisition of a specialist IP firm.

Yulchon Managing partner: Woo Chang Rok Offices: Seoul, Ho Chi Minh, Hanoi Partners: 66 (+65%) Lawyers: 165 (+1.23%) No stranger to the ALB Fast 30, Yulchon has followed its 2009 and 2008 Fast 30 listings with another entry in this year’s edition. This time around, the emphasis was very much on strong organic growth, the firm swelling its partner ranks by as many as 26. In terms of other growth, the firm opened its second Vietnam office (Hanoi) in late 2009 and is set to announce the opening of its first China office in coming months. The firm has also racked up an impressive deal list in 2010. For instance, it was Korean counsel to Honam Petrochemical in its US$1.27bn acquisition of Malaysia’s Titan Chemicals and represented the Czech subsidiary of Hyundai Motors on its US$500m US-denominated bond issue.

International law firms Ashurst Managing partner (Asia): Geoffrey Green Asia offices: Hong Kong, Singapore, Tokyo Revenue growth: 52% Partners: 18 (+22.2%) Lawyers: 43 (+32.5%) For so long a firm that has flown under the radar in Asia, Ashurst’s strong 2010 has certainly brought it deserved attention. The firm brought four new partners on board to increase its partner ranks by just over 22% and welcomed 14 new lawyers on board to yield a 32.5% increase. The firm’s impressive growth also extended to its revenue. In this period, the firm saw a 52% increase on the back of increased demand for its corporate, finance and energy & projects practices. Here, the firm acted on some of 2010’s most highprofile transactions. In Singapore, the firm acted on the watershed Singapore Sports Hub PPP, the blockbusting IPO of Coal India, and Korea Housing Finance Corporation’s inaugural (US$500m) covered bonds issue. The firm’s managing partner Geoffrey Green said that Ashurst is aiming for more of the same in 2011. “Despite (or perhaps because of) being one of the last major international firms to set up in Hong Kong, we have achieved in 18 months what we thought would take 3 years, with 52% growth over that period. We are driven by … clients at the top of the market, and are not seeking a dash for growth at any cost. We would rather be at the top of our game in fewer areas, than mid market in all of them,” he said.

Cadwalader, Wickersham & Taft Managing partner (Asia): Rocky Lee, Jiannan Zhang Asia offices: Beijing Partners: 2 (+100%) Lawyers: 12 (+100%) A newcomer to the ALB Fast 30, Cadwalader Wickersham & Taft’s growth this year has been impressive. In addition to bringing seven new fee-earners on board, the firm pulled off one of the most high-profile lateral hires of the year when it secured the services of PE/VC guru Rocky Lee, from the China offices of rival US firm DLA Piper. Since coming on board as the firm’s joint managing partner for Asia, Lee has significantly expanded the firm’s Asia practice and is said to have played a major role in increasing the firm’s revenues, despite only having joined the firm in the second half of 2010. Not content with its strong 2010 growth figures, the firm has plans to invest even more resources in growing its burgeoning Asian operations in 2011. The firm says it will look to bring on board further reinforcements in Beijing and has outlined plans to open its second Greater China office, in Hong Kong, at some stage this year.

Asian Legal Business ISSUE 11.01

FEATURE | fast 30 >>

Gibson Dunn & Crutcher Managing partner: Kenneth Doran Asia offices: Dubai, Hong Kong, Singapore Revenue increase: 3.97% Partners: 7 (+ 25%) Lawyers: 9 (+14%) US firm Gibson Dunn & Crutcher ended its one-year hiatus from the ALB Fast 0 after a strong 2010 which saw it venture into new markets. In mid-2010, the firm opened its third office in the region in Hong Kong, after the lateral hire of former GE compliance and litigation counsel Kelly Austin. In addition to leading the firm’s new office with fellow partner Joseph Barbeau, Austin will also spearhead the firm’s white-collar crime and corporate compliance practice in the region – both areas which are considered to be among the fastestgrowing in the Asia-Pacific legal services market. Watch for the firm to expand its Greater China presence with an office in the mainland in the year ahead.

Revenue increase: 7.8% Partners: 27 (+29%) Lawyers: 65 (+8.3%) K&L Gates backed up its strong 2009 with an equally impressive 2010. Over the last 12 months, the firmed not only opened its seventh office in Asia, in Tokyo, but it also welcomed a number of new partners on board. The firm hired two new partners for its Dubai office, lured capital markets veteran Brian Wesol from the Singapore office of Jones Day, and in Japan made a triple swoop on the Tokyo office of Latham & Watkins for counsels Ryan Dwyer, Takahiro Kawaguchi and Robert Melson. All three will play an important role in bringing the firm’s newest Asia office to critical mass as soon as possible. The firm’s managing partner, David Tang, said the firm is “compelled” to continue growing in the region. The scene is set for another year of solid growth for the firm which can lay claim to being the fastest growing US law firm in Asia.

Mayer Brown JSM K&L Gates Managing partner: David Tang Asia offices: Beijing, Dubai, Hong Kong, Shanghai, Singapore, Taipei Tokyo

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Managing partner (Asia): Elaine Lo Asia offices: Bangkok, Beijing, Guangzhou, Hanoi, Ho Chi Minh, Hong Kong, Shanghai Partners: 59 (+5.4%) Lawyers: 140 (+4.5%)

FEATURE | fast 30 >>

Always a consistent performer in the ALB Fast 30, Mayer Brown JSM has had another year of solid growth. During this period, the firm welcomed three new partners and six new lawyers to the firm; its total number of fee-earners, excluding partners, is now 140. The firm’s growth over the past year is even more remarkable considering that at one stage throughout the year, the firm was 60 lawyers lighter. But as soon as the economic conditions improved, the firm moved quickly to replenish its ranks. Watch for the firm to continue to invest in its Greater China practice in the year ahead.

Norton Rose Managing partners (Asia): David Stannard, Campbell Steedman (Middle East senior partner) Asia offices: Abu Dhabi, Bahrain, Bangkok, Beijing, Dubai, Ho Chi Minh, Hanoi, Hong Kong, Jakarta (associate office), Riyadh, Shanghai, Singapore, Tokyo Partners: 69 (+30%) Lawyers: 219 (+23%) Included in our second annual ALB Watchlist feature as a firm to keep an eye on in 2010, Norton Rose’s lightning growth in this period certainly vindicated its inclusion. The firm brought 16 new partners on board throughout the year and increased its fee-earner ranks by 41. Of all the firm’s growth feats during this period, it is arguably the hiring of Justin Davidson and Gigi Cheah, along with their entire intellectual property/technology (IPT) team from DLA Piper, that will prove the most significant in the mid-to-long term – given the tremendous growth potential on offer in the IPT area. Likewise, the firm’s large presence in Australia (and its more recently acquired offices in South Africa and Canada) will offer its Asia-Pacific practice a coverage that no other international law firm can provide. Peter Martyr, the firm’s chief executive, said that the strategy in the region was already paying dividends. “We believe that the importance of Asia-Pacific to the global economy will only increase. Clients are already turning to us precisely because we are able to offer connections that will help them conduct their business, whether between China and Australia or at any point along the length of the Sydney–Singapore–Shanghai and Japan–Jakarta axes. The addition of the Australian practice gives the group the opportunity to support Asia-Pacific regional growth in a way that would be impossible, driven from Europe or the Middle East.”

Pinsent Masons Managing partner (Asia): Vincent Connor Asia offices: Beijing, Dubai, Hong Kong, Shanghai, Singapore (assoc office) Revenue growth: 7% Partners: 26 (+8%) Lawyers: 68 (+15%)

Pinsent Masons makes its debut appearance on the ALB Fast 30 after a year of solid acrossthe-board growth. It was the winner of the ‘Building & Construction Law Firm of the Year’ at both the 2009 and 2010 ALB Hong Kong Law Awards. The firm saw strong gains in its fee-earner ranks (up 15%) and also reinforced its partner ranks with lateral hires of Ming Zu (Shanghai) and Lenka Glynn (Dubai) from DLA Piper, as well as former Shearman & Sterling partner David Platt for its Singapore office. Just as impressive were the firm’s Asia-Pacific financials – revenues were up by a solid 7%. Despite the many achievements the firm has racked up throughout the year, it is perhaps its new joint law venture with long-time Singapore ally MPillay that is the most noteworthy. Not only can the firm expect to see a spike in work flowing from the new arrangement, but it has reinvigorated the somewhat flagging JLV model and established a model that may serve as a blueprint for firms considering structuring their Singapore practice under the JLV framework. “The JLV provides flexibility, will help promote collaboration between the two firms and allow us to offer clients local law advice from a top five Singapore dispute resolution law firm, in full compliance with local bar regulations,” said the firm’s Asia-Pacific managing partner, Vincent Connor.

Stephenson Harwood Managing partners (Asia): Martin Green (Singapore); Voon Keat Lai (Greater China) Asia offices: Guangzhou, Hong Kong, Singapore, Shanghai Revenue growth: 17% (Greater China); 29% (Singapore) Partners: Greater China: 14 (+27%); Singapore: 10 (+11%) Lawyers: Greater China (+39%); Singapore: 20 (+11%) Stephenson Harwood consolidated its outstanding 2009 growth with another strong showing in 2010. The firm welcomed a total of four new partners to its Asia practice and increased its fee-earner ranks by 13, then also saw an across-the-board spike in revenues. In Greater China, the firm registered a 17% increase, and in Singapore 29%, bettering its 2009 revenue increase. The firm’s strong growth this year is evidence that the diversification process it commenced two years ago is starting to reap rewards. While volumes in the firm’s anchor areas of shipping and dispute resolution continue to grow, it has been the dealflow coming into relatively new areas such as aviation, insurance and reinsurance, and corporate that will be most pleasing to the firm. Watch for Stephenson Harwood to pull off further high-profile laterals in these areas in 2011.

Watson, Farley & Williams Managing partners (Asia): Chris Lowe (Singapore); Steve Burkill (Thailand) Asia offices: Bangkok, Singapore Revenue growth: 17% (Bangkok); 9% (Singapore) Partners: Bangkok: 4 (+33%); Singapore: 9 (0%) Lawyers: Bangkok: 16 (+23%); Singapore: 20 (+25%) Asian Legal Business ISSUE 11.01

FEATURE | fast 30 >>

Another firm to register back-to-back appearances in the ALB Fast 30, Watson Farley & Williams does so this year for the same reasons as in 2009: its strong revenue gains. The firm’s Singapore operations saw a 9% increase in takings over the last 12 months while Bangkok also saw a healthy 17% spike. The firm also performed strongly in the partner and fee-earner stakes registering gains of 22.5% and 24%, respectively. Much of these gains have been fed by booming activity in the firm’s core areas of shipping, oil & gas and international arbitration. Watch for the firm to look to expand its network in Asia in the years ahead and use lateral hires to increase its already-impressive bench of legal talent.

been within two recently added practice areas: dispute resolution and corporate finance. In 2010, the firm acted on a number of high-profile transactions, including the US$1.113bn ‘Rowan Viking Financing’ for three offshore drilling units, and the US$380m acquisition of two jack-up rigs by Atwood Oceanics Pacific. Earlier in 2010, the firm was retained as official legal advisor to the Norwegian government at the Shanghai World EXPO.

Wikborg Rein Managing partner (Asia): Stephen Fordham Asia offices: Kobe, Shanghai, Singapore Partners: 11 (+130%) Lawyers: 15 (125%) A new entrant to the ALB Fast 30, this Norwegian firm is a clear standout for its impressive growth over the last 12 months. The firm increased its partner ranks by five and also welcomed eight new fee-earners, growth that has in large part

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ALB special report | Korea 2011 >>

Koreandealsoftheyear These deals were shortlisted as finalists at the ALB Hong Kong Law Awards 2010.

►► EBAY-GMARKET ACQUISITION

Firms: Bae, Kim & Lee; Cooley Godward Kronish; DLA Piper; Hwang Mok Park; Kim & Chang; O’Melveny & Myers; Orrick, Herrington & Sutcliffe; Pillsbury Winthrop Shaw Pittman; Wilson Sonsini Goodrich & Rosati Banks: Cowen & Company; Morgan Stanley; Nomura

►► HANJIN SHIPPING THREE-TRANCHE BOND ISSUE Firms: Allen & Overy; Kim & Chang; O'Melveny & Myers; Shin & Kim; Yulchon Bank: Nomura

►► KKR/AFFINITY-ORIENTAL BREWERIES ACQUISITION

Firms: Allen & Overy; Bae, Kim & Lee; Clifford Chance; Kim & Chang; Lee & Ko; Linklaters; Maples and Calder; Paul Hastings; Simpson Thacher & Bartlett; Sullivan & Cromwell Banks: Deutsche Bank; Goldman Sachs; Hana Bank; HSBC; JPMorgan; Korea Exchange Bank; Nomura

►► KOOKMIN BANK COVERED BONDS ISSUE

Firms: Allen & Overy; Clifford Chance; Kim & Chang; Shin & Kim Banks: Citigroup Global Markets; HSBC

►► KOREA LIFE INSURANCE IPO

Firms: Davis Polk & Wardwell; Lee & Ko; Shin & Kim; Simpson Thacher & Bartlet Banks: Credit Suisse; Daewoo Securities; Deutsche Bank; Hanwha Securities; Hyundai Securities; IBK Securities; JPMorgan; Tong Yang Securities; Woori Investment & Securities Accountant: Deloitte

►► LG HOUSEHOLD & HEALTHCARE COMPANY-THE FACESHOP ACQUISITION Firms: Bae, Kim & Lee; Kim & Chang; Linklaters; Sullivan & Cromwell Banks: JPMorgan; UBS Accountant: Deloitte

►► SK TELECOM CONVERTIBLE BOND OFFERING

Firms: Cleary Gottlieb; Davis Polk & Wardwell; Kim & Chang; Yulchon Banks: Barclays; Citigroup Global Markets; Credit Suisse; Nomura; SK Securities Accountant: Deloitte

►► TONG YANG LIFE INSURANCE IPO

Firms: Cleary Gottlieb; Lee & Ko; Linklaters; Shin & Kim Banks: Credit Suisse; Daewoo Securities; Daiwa SMBC; Morgan Stanley

Asian Legal Business ISSUE 11.01

ALB special report | Korea 2011 >>

Korea 2011: New frontiers Korea’s strong and speedy recovery from the Great Recession has its economy firing on pre-crisis levels again and its legal services market firmly in growth mode. This first ALB Special Report takes a detailed look at the two sectors garnering the most attention: international arbitration and intellectual property

010 was something of a mixed bag for dealmakers in Korea. The market saw its fair share of high-value deals – the major insurance company IPOs and some consolidation on the domestic banking front, for example – but the megatransactions which became a fixture of Korea in the preceding three years were nowhere to be found. “It was a solid year, but there was no ‘OB’ this year,” says Chang Yong Jae, a partner with Lee & Ko, referring to KKR and Affinity’s LBO of Oriental Breweries. But already the country’s legal market is looking forward with optimism to the next 12 months, which is hoped will herald a return to the heady deal-making days of old. In

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►► Korea’s largest law firms Rank Firm 1 2 3 4 5 6 7 8 9 10

Kim & Chang Lee & Ko Shin & Kim Bae Kim & Lee Yoon & Yang Yulchon Jisung Horizon Barun Law YP Lee Mock & Partners Hwang Mok Park

Total partners and lawyers 451 320 289 282 215 202 182 126 120 105

Managing partner Lawyers Partners Change from 2009 Kim Young Moo 326 125 Yoon Yong Suk 205 115 Kim Doo Sik 192 97 2 YS Oh 198 84 Byun Dong Guel 128 87 2 Chang Rok Woo 149 53 multiple 135 47 multiple 81 45 1 1 Lee Youngpil 89 31 multiple 64 41

Source: figures accurate to September 2010, provided by the firms themselves

addition to the finalisation of two deals (which will surely be contenders for the ‘Korean Deal of the Year’ award) – KEB’s acquisition of Hana Bank and the privatisation of Woori Financial Group – international companies look set to reacquaint themselves with Korean listings. Many domestic heavyweights will continue to look to outbound investments, especially in the energy & resources space. As lucrative as these mandates will be for Korean law firms, the downtime has provided many with an opportunity to explore new frontiers. While most firms have also had a presence in areas like international arbitration and IP, it is the entry of new, hungry and aggressive competitors that is shaking up the market.

“If we want Seoul to make gains, we need to make sure that our civil procedure law is accessible to foreigners. Lawyers can do this by providing more information on how it operates to foreign clients” Kim Sae Youn

Yulchon

ALB special report | Korea 2011 >>

International arbitration: the race heats up

hat international arbitration has become a permanent and important fixture in the Korean legal services market is perfectly evidenced by the explosive headcount growth in this sector that most firms have seen over the past 12 months. During this period, all of the country’s full-service law firms have either invested heavily in bolstering their resources, or have built new practice groups to battle for their share of this rapidly growing market. Shin & Kim is the most recent entrant to the international arbitration arena, but the growth of its practice since it was established indicates that the firm is intent on making up for lost time. Benjamin Hughes, who was hired from US firm Shearman & Sterling to launch and co-chair the firm’s international arbitration practice in 2009, says that the growth of Shin Ben Hughes Shin & Kim & Kim’s practice has “exceeded expectations” in both financial and workload terms. “The work has really been flooding in,” Hughes said. “We expected this to be a long-term investment, we even expected to lose money in the first two years, but the growth so far has been tremendous and we are actively looking

to hire more people to deal with it.” The situation at other law firms is similar. Yulchon, also a relative newcomer to the field (the firm only formally launched its international arbitration group in 2009) has seen its practice expand to such a degree that it needs reinforcements. Kim Jae Hoon, a senior partner at Lee & Ko, says that his firm intends to plough ahead with recruiting seasoned international arbitration lawyers in 2011, while heavyweights Bae Kim & Lee and Kim & Chang will also expand their presence this year. The growth that firms in Korea are now seeing parallels that which others elsewhere in the region are witnessing. But, whereas in places like China and India arbitration has

emerged as a vital protection against the vagaries of corrupt and inept judicial systems, the popularisation of arbitration in Korea is a function of clients finally Kim Jae Hoon becoming cognisant Lee & Ko of its commercial and practical benefits. “Korean companies are becoming savvy about arbitration. They know how to use it and won’t hesitate to file,” said Hughes. The latest statistics indicate that as many as fifty Korean entities are involved in newly registered ICC cases – which may seem on the small side when compared to figures coming out of the US, Europe or Singapore, but nonetheless is significant given that

►► NUMBER OF INTERNATIONAL CASES ADMINISTERED BY ARBITRAL INSTITUTIONS Arbitral institution AAA-ICDR (USA) ICC CIETAC (China) LCIA (UK) SIAC (Singapore) BAC (China) JCAA (Japan) KCAB (South Korea) KLRCA (Malaysia) PDRC (Philippines) VIAC (Vietnam)

2000 510 541 543 87 37 11 8 40 20 0 23

2001 649 566 562 71 39 20 16 65 3 1 16

2002 672 593 468 88 34 19 8 47 3 2 19

2003 646 580 422 104 23 33 14 38 5 0 16

2004 614 561 461 87 39 30 15 46 3 0 32

2005 580 521 427 118 29 53 9 53 7 0 22

2006 586 593 442 133 47 53 11 47 1 1 23

2007 621 599 429 137 55 37 15 59 2 1 21

2008 703 663 548 213 71 59 12 47 8 0 #

2009 836 817 560 272 114 72 17 # # # #

Source: Singapore International Arbitration Centre Asian Legal Business ISSUE 11.01

Firm Profile

Shin & Kim

The Rise of Arbitration in South Korea

rbitration has clearly emerged in Korea as the most favored method for resolving international commercial disputes. Statistics from the ICC show that Korean parties were involved as claimants or respondents in 30 ICC arbitrations in 2008 and 31 in 2009, trailing only the much larger countries of India and China. Korean parties have also been increasingly active in arbitrations under the rules of the Singapore International Arbitration Centre and other regional arbitral institutions. Notably, the Korean Commercial Arbitration Board (“KCAB”) has seen tremendous growth in the number of international arbitrations administered under its rules in Korea. In 2009, for example, the KCAB administered 318 arbitration cases, of which 78 cases were international arbitrations, an increase of almost two thirds in the number of international cases over the prior year. What accounts for the remarkable spike in the use of international arbitration by Korean parties? It is more than just the fact that arbitration is perceived to be more expedient and cost efficient, and less risky, than litigation in the courts. We believe the following factors have contributed to the rise of arbitration in South Korea. 1. The global presence of Korean companies has led to more international transactions and projects, and hence more disputes, involving Korean parties in markets around the world. This trend will continue as Korean companies expand their global footprint with investments and commercial ventures in Asia, Latin America, Eastern Europe and Africa. In addition, the opening of Korea’s markets through free trade agreements with the European Union and the United States will lead to even more commercial agreements with arbitration clauses between Korean and foreign parties. 2. The increased size and sophistication of in-house legal departments at Korean companies has also contributed greatly to this trend. In the past, Korean companies tended to have small inhouse legal departments made up of personnel who were not legally trained. Today, however, many legal departments employ both Korean and foreign licensed attorneys, many with experience in litigation and arbitration, and with a very sophisticated understanding of the importance of drafting and negotiating

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dispute resolution clauses which provide for international arbitration rather than litigation in a foreign jurisdiction. 3. The demonstrated fairness and effectiveness of international arbitration in several high profile cases in the past has also encouraged Korean companies to select arbitration as the preferred method of dispute resolution. In the past, arbitration was seen as something run by and for foreigners. However, Korean companies achieved fair and favorable results in their arbitration cases, despite the fact that the arbitrations were conducted in English and in a foreign country and governed by foreign law. This had a very positive impact on the perception of international arbitration in Korea, and led to an increased willingness on the part of Korean companies to submit disputes to resolution by arbitration. 4. The proactive development of the KCAB has also played an important role in increasing both the awareness and attractiveness of international arbitration for the resolution of international commercial disputes. In addition to providing a “home-court” venue for international arbitrations, the KCAB has provided educational programs for Korean attorneys and businesspersons in Korea (and in the Korean language) regarding the advantages of international arbitration, and has engaged with other regional arbitral institutions to foster the growth of arbitration in Korea and the region. In addition, the KCAB has recently proposed some welcome changes to its International Rules in order to address the needs of foreign parties in international arbitrations in Korea. These changes include the automatic application of the International Rules to all international arbitrations (currently the domestic rules apply by default unless otherwise specified), increases in arbitrator compensation, and the introduction of expedited procedures. The proposals have been submitted for review and approval by the Supreme Court after careful study by the KCAB, and approval is expected in early 2011. 5. The development of international dispute resolution practice groups in South Korean law firms has been both a reaction to and a catalyst for the increased use of international arbitration by Korean

Benjamin Hughes

parties. Bae, Kim & Lee was the first large Korean law firm to recognize the potential for such a specialized practice in Korea, and other large firms such as Kim & Chang and Shin & Kim (where this author is a partner) have enthusiastically joined the fray. The international dispute resolution teams at Korean firms include experienced Korean and foreign-licensed attorneys with experience in various legal systems and fluency in English and other languages. Korean firms now have partners sitting on the boards of several major regional and international arbitral institutions, and playing an important role in promoting the growth and development of international arbitration in Korea and the region. The trend of increasing utilization of arbitration for the resolution of international commercial disputes by Korean parties is expected to continue, as Korean companies continue to expand and to develop commercial relationships with companies all over the world. In addition, as Korean companies gain more leverage in their contract negotiations, we can expect to see more and more arbitrations seated in Korea, governed by Korean law, and under the revised International Rules of the KCAB.

Benjamin Hughes (Senior Foreign Legal Consultant), SHIN & KIM For more information, please contact: Benjamin Hughes (Tel: +82-2-316-4211, E-mail: bhughes@shinkim.com)

ALB special report | Korea 2011 >>

this number was in single digits just a few years ago.

Competition

While the proliferation of local firms practising in the area has shaken up the international arbitration hierarchy in Korea, it is somewhat surprising that lawyers interviewed by ALB cite international law firms as their largest competitors. Although the Korean legal services market remains closed to foreign law firms (for now, at least), international arbitration is definitely one area where many (the likes of Debevoise & Plimpton, Allen & Overy, Shearman & Sterling and Clifford Chance) already have a strong presence in Seoul. “We see the foreign law firms as our competitors,” says John Rhie, a senior foreign lawyer with Kim & Chang. “They have established relationships John Rhie with Korean clients Kim & Chang and are receiving direct instructions.” Hughes concurs with Rhie,

and said that he commonly encounters both US and British firms in pitches for international arbitration work. “They are here, and they are marketing themselves very actively,” he says. But far from being intimidated by the presence of international players, Korean firms are relishing the challenge and contend that they are already winning the battle: they are more frequently being appointed as lead or sole counsel on international arbitrations, they say. This is because, according to Kevin Kim, head of Bae Kim & Lee’s international arbitration team, Korean clients are now confident that Korean firms can provide comparable service, if not better in some respects than international law firms, in a timely and cost-effective manner. Park Eun Young, co-head of Kim & Chang’s international arbitration group, says that Korean law firms are successfully challenging foreign law firms because the latter can now boast a growing contingent of foreign lawyers with their practices. “We are a team of international lawyers, so we

can compete with foreign law firms on their own terms,” he said. Whatever the outcome of this battle for arbitration, lawyers believe that increasing Park Eun Young competition for work is Kim & Chang an inherently good thing for the legal services market. As Rhie says: “competition is a good sign. The presence of foreign law firms will help in increasing the amount of work on offer for everyone and help the industry to continue to grow.”

Will Seoul become the Singapore of South-East Asia? As Rhie is quick to point out, as far as international arbitration has come it still has far to go, and further still if Seoul is to become the hub for commercial arbitration in North Asia that the Korean Commercial Arbitration Board (KCAB) desires. “To become a centre of trade and logistics in North-East Asia, Korea should operate a system that can solve

Asian Legal Business ISSUE 11.01

ALB special report | Korea 2011 >>

trade and logistics disputes fairly and promptly at low cost,” said Kim JaeHyun, president of the KCAB. “In line with this, KCAB should take a leading role for arbitration of such disputes occurring in the region.” But just how realistic is this goal? Is the KCAB capable of becoming to North-East Asia disputes what the SIAC has become to disputes in South East Asia? “I’d be disappointed if Korea doesn’t become something of a hub in the region,” says Rhie. “Seoul is a good location, the KCAB has great hearing rooms and facilities and the people there are very good as well.” Yet the consensus is that this is very much a long-term play. While KCAB has been successful in clawing back disputes that were in the past being heard in places like Hong Kong or Singapore, attracting big-ticket international disputes to Seoul is proving more difficult. Much of this has to do with the rules that the KCAB operates under. Lee

& Ko’s Kim Jae Hoon notes that for Seoul to be the seat of arbitration, both parties must agree to operate under its rules. Although these are based on ICC rules, he contends that he hasn’t seen many international cases in Seoul since the rules were made back in 2007. This may change in 2011 when the KCAB will make international rules the default rules for arbitrations involving international parties. Kim Sae Youn Kim Sae Youn, a Yulchon partner in Yulchon’s international arbitration practice, believes that while the KCAB will be responsible for both driving the development of international arbitration in the country and making Seoul more appealing as a seat for cross-border disputes, lawyers also have a pivotal role to play. Just as Singaporean lawyers have become

IP in Korea:

diversification and innovation

apparatchiks in the process which has seen ‘Singapore law’ firmly establish its foothold in South-East Asia, so too should Korean lawyers sell ‘Korean law’ to the world. “One of the reasons that London, in particular, is a favourite in the industry is because English procedural law is so popular and well-known,” she says. “If we want Seoul to make gains, we need to make sure that our civil procedure law is accessible to foreigners. Lawyers can do this by providing more information on how it operates to foreign clients.” Kevin Kim of Bae Kim & Lee says nurturing young dispute resolution lawyers is also important. “This [process] also requires a commitment to develop the next generation of Korean practitioners and arbitrators,” he said. “Supporting students and young practitioners to obtain the international experience and knowledge that is necessary to succeed in this now globally competitive field.”

or a country that has been the crucible of innovation in Asia for much of the last 30 years, it should come as no surprise that IP has been a staple area of practice for a number of large and small firms alike. Even though several law firms reported activity to be slower than expected in 2010, a number of new developments, particularly in the latter half of the year, have set the scene for a much busier 2011.

Getting tough on IP

One of the most notable changes in the industry over the past 12 months was the wholesale amendment of the ‘Guidelines of Reviewing the Unjust Exercise of Intellectual Property Rights’ by the Korean Fair Trade Commission (KFTC). Since the amendment, the KFTC has stepped up its investigation of the IP enforcement activities of both multinational and local companies in the pharmaceutical and IT sectors. Lee Hoo Dong, head of IP at Bae Kim & Lee, says that while similar guidelines existed in the past, these were seldom referenced or used and companies did not need to fear its effects. But since the 2010 amendment, corporations have now become much more cautious in entering into licence agreements and initiating IP litigation. 49

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ALB special report | Korea 2011 >>

the most sophisticated matters in the market. He says a culmination of factors, including poor service standards at some full-service firms, a lack of personalised service as well as clients’ increasing willingness to split their IP work between large and small firms, has intensified the battle for work in the area. “There are very few cases that require that 400 people to work on them,” he says. “The only point where you may require a larger-than-normal team is in complex patent litigation. Most other cases are run by three or four people.” Cho & Partners recently acted for designer brand Burberry in securing a favourable trademark dilution ruling. The decision means that companies may no longer to need to prove ‘actual harm’ in instances where their trademark is infringed; proving that there is a ‘likelihood’ of harm may be enough. But while competition is already high at the moment, lawyers expect the entry of new players to affect the complexion of the legal market even further. The New Year may well bring with it a number of new specialist and

boutique players, but the full-service segment of the market is likely to be where most of the activity occurs. All the country’s full-service law firms Kevin Kim boast relatively wellBae Kim & Lee developed IP practices in the area with Kim & Chang’s and Lee & Ko’s being the largest by some way. While firms such as Bae Kim & Lee, Yulchon, and Yoon & Yang have outlined their desire to continue to build on their burgeoning practices in the year ahead, it is Shin & Kim who is the odd one out. While the firm is highly visible in its core areas of banking & finance, M&A and capital markets (and perhaps more recently dispute resolution) its profile is decidedly lower in IP, something which those in the industry suggest is set to change sooner rather than later. Whether the firm will opt to ‘cherrypick’ the best talent from rival firms or the judiciary, or looks to subsume a boutique IP practice (this is the route the firm opted for to build its

commercial litigation practice in 2010) remains unclear. What is clear is that Shin & Kim, along with a number of other law firms, now realise the important role that IP plays in the Korean legal services market. “A number of full service law firms have neglected their IP practices,” said Seo Ik-Hyun. “But in the evolution of a general practice law firm, one of the last things you add is an IP capability… I think most firms have now reached this stage in their development.” Just how successful will law firms be in their IP expansion plans, and is the market in Korea large enough to sustain another entrant? Chun Yang said that while IP may be an extremely lucrative area for some firms, the barriers to entry are high. New players will face a tough time gaining a foothold in the market. “We had a very good year in 2010 but it was by no means easy. It was tough and it will get tougher,” he says. “Price competition is already very tight and it will be difficult for new firms to set up new practice groups in 2011.” ALB

Asian Legal Business ISSUE 11.01

The KFTC seems intent on stepping up its efforts on this front in the year ahead and this may see work in some areas decline, yet the increasing vigilance of the KFTC may actually serve to broaden the work being handled by IP firms in Korea. Chun Yang, a partner in Kim & Chang’s IP practice, said that on such matters it is necessary to bring anti-trust lawyers to the table. Similarly, in the area of trade secret misappropriation (another area where IP lawyers cite an increase in work owing largely to the mobility of labour Lee Hoo Dong that has occurred Bae Kim & Lee since the end of the Great Recession) it is necessary to seek the advice of the firm’s fair trade lawyers. “In trade secret misappropriation proceedings, for instance, the first round will be a criminal case so if you are defending it you need an IP lawyer plus a former judge who will be able to share knowledge on how to defend it,” he said. “It is similar to KFTC practice… the underlying subject matter is highly IT, but the agency that is running things is the FTC, so both patent attorneys and FTC

“As the market demands more sophisticated interdisciplinary work, it is a challenge even for the full-service law firms to adjust internally and provide teams of attorneys in these new areas”

Chun Yang

Kim & Chang professionals within the firm need to work together… We see that these new areas of practice are pushing IP into becoming more of an interdisciplinary practice.”

Specialists versus full-service law firms Does the increasingly interdisciplinary nature of practicing IP law in Korea automatically rule specialist law firms out of the race? Kim Jae Hoon from Lee & Ko believes that these emerging areas will continue to be dominated by the country’s largest law firms, arguing that smaller players and specialists do not have the resources to deal with heavy-duty IP matters. He believes that the expanded scope of IP into areas like anti-trust and the increasingly hybrid nature of matters in the area put them out of the reach of small boutique firms. Kim & Chang’s Yang also dismisses the threat posed by specialist law

firms in these areas, and says that even some of Korea’s largest IP practices are still struggling to come to grips with the changes. “As the market demands more sophisticated interdisciplinary work, it is a challenge even for the full-service law firms to adjust internally and provide teams of attorneys in these new areas.” But Yang does concede that in certain areas, like patent filings and litigation, specialist IP firms are holding their own. Cho & Partners is among a handful of specialist law firms to have made their presence felt over the past few years. Renowned for its enforcement expertise, the firm has an impressive stable of foreign and domestic clients. It is considered the ‘counsel of choice’ for a number of the world’s most prestigious brands. Seo Ik-Hyun, a partner at the firm, disagrees with suggestions that specialist firms such as his lack the bandwith to handle

Feature | interview >>

In-house perspective

Singapore’s StarHub Group: Digital titans in a non-virtual world Veronica Lai, GC of StarHub – Singapore's fully-integrated infocommunication company – has many issues on her plate

t was by ducking into a meeting room between board briefings on a landmark appeal having been overturned that Veronica Lai was available to speak to ALB. Last year Singapore’s national broadcaster Mediacorp had successfully defended a counter-claim in the High Court against RecordTV, a small internet start-up company that put Mediacorp’s programs online. But in a surprising reversal, the Court of Appeals ruled in RecordTV’s favour, setting a new precedent for all future content and copyright issues for online media operating in Singapore. “We have to brief our directors, as the ruling over Mediacorp’s content has implications on our business as well,” says Lai, “on network DVR and how the Court of Appeal would regard recordings of a content provider and allowing it to be accessed online by other users. It has relevance to our industry and what we do.”

“Products move and innovate very quickly in our business so we need dedicated lawyers in this space to think ahead – right now we have cloud computing and new issues that come up all the time” 52

Veronica Lai

StarHub

From merger to listing

This was just the latest episode in the fast-moving world that is being general counsel of a cutting-edge telecommunications and internet company. StarHub’s meteoric rise began with the acquisition of internet service provider CyberWay in 1999, giving the public-listed company its first online capability to provide dialup services. In 2002 the company merged with Singapore's sole cable television operator, Singapore Cable Vision (SCV). The merger resulted in StarHub’s acquisition of SCV's cable television as well as broadband internet access operations. StarHub was publicly listed on the Singapore Exchange in October 2004. From the perspective of the in-house legal department, the merger was both complex and demanding, and the IPO took Lai and the team approximately six months to structure and complete, from the discussion stage to the float, in what she describes as an “intense” exercise. Lai delves into the challenges of the listing. “The shareholders of SCV included Mediacorp, the [sole] freeto-air operator [in Singapore], and also Singapore Press Holdings, the largest print press company here. We had British Telecom, which is the incumbent telecom provider in the Asian Legal Business ISSUE 11.01

Feature | interview >>

UK, and NTT, the incumbent provider in Japan; we also had STT which was the majority Singapore shareholder,” she says. “So it was interesting to navigate through all that because naturally each of the players went into the two ventures – SCV and StarHub – with different interests." “Not all these interests were aligned and just to be able to be there to help bring everybody together and subsequently realise the synergies that arose from the merger and to list the combined entity – that’s been tremendous,” Lai adds. “Some stakeholders were pure telco players and some were clearly in the media space and it was basically a marriage of the two. I think we were ahead of our time. Today when we talk about convergence, everybody thinks about telecoms with media, but that wasn’t the case in 2002.” Lai says having a very good and professional team, both in-house and external counsels, was key. “The most important thing is for everyone to be aligned to the end objective – and in

Veronica Lai: a career • Current portfolio of responsibilities includes management/ supervision of legal department of the StarHub Group, as well as serving as company secretary and providing corporate secretariat support for the StarHub Group • Listed as one of Asia’s Top 25 in-house lawyers by ALB in 2010 • Along with her team won the 'IT/Telco Inhouse Team of the Year Award' at the ALB South-East Asia Law Awards in 2007 • Along with her team was winner of 'Singapore M&A Deal of the Year', 'Equity Deal of the Year' and 'Singapore Deal of the Year' for the StarHub IPO in 2005 • Played pivotal role in the merger of StarHub and SCV in 2002, and StarHub's IPO in 2004 • Joined group in 1999 as part of the team establishing the legal structure to support StarHub for its official launch in April 2000 and then into full operations • Spent six years in practice with Rajah and Tann, specialising in banking, corporate and commercial transactions • Awarded the Law Society Advocacy Book Prize for 1993 at the Postgraduate Practical Law Course • Graduated with an honours degree from the National University of Singapore as an OCBC Bank scholar • Married with three children; enjoys travelling, reading and outdoor sports

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the case of an IPO, that is to see the company listed and to be a success,” she says. Such is the life of a woman who juggles multiple hats. Beyond running the everyday legal aspects of a US$4bn company, Lai also plays a significant hand in charting the growth and strategic direction of the company. “Definitely in this industry, change is constant and not just in terms of technological advancement. When I first joined the company, we put in place contracts for the 2G network. Now we are looking at 4G – and that is just the mobile space. Even for broadband, it used to be dial-up service using your copper wires. Today we are on broadband and looking at a nationwide fibre rollout to every home and office,” she says. “Content used to be plain old vanilla free-to-air, then cable TV came along. Now, StarHub has the ability to pump the same content onto your handphone. So from a legal perspective, no longer do we look at content acquisition just for a singular platform; we have to look for acquisitions across all our platforms – mobile, broadband and TV. We are now thinking about network DVRs, and possible new faces in the market; we are constantly thinking about what we need to do, because we are not only a content owner and a copyright owner but also a player in the broadcast space.”

Teamwork

Prior to joining StarHub, Lai was apprenticed under the direct tutelage of VK Rajah SC and Kenneth Tan SC, the original pioneers of Singapore 'Big Four' firm Rajah & Tann, and Lai expresses gratitude to them for her training. She was then appointed as the senior legal counsel at StarHub – her second job after her stint at Rajah & Tann – and stepped into the role of GC after her boss retired and, in a real baptism of fire, on the day the launch meeting for StarHub’s IPO was held. “It has been very exciting. It’s like a baby and you see it grow over the years,” she says. Today, Lai manages a legal team of 13, many of whom have loyally stayed the course with StarHub through her journey from launch to merger and IPO. “The dedicated lawyers on my team are the true experts and the heartbeat of the legal support,” she says. Lai maps her team structure to her

company’s business. Each lawyer in the StarHub legal team is assigned a business function specialisation, not according to traditional practice area focuses but specific area expertise. For example, there are lawyers who support the network function who would be subject matter experts (SMEs) in an acquisition of network infrastructure. Then there are the lawyers who specialise in content; in corporate functions such as finance support, capital markets support and corporate secretariat support; and in products support. “Products move and innovate very quickly in our business so we need dedicated lawyers in this space to think ahead – right now we have cloud computing and new issues that come up all the time,” she said. According to Lai, regulatory issues top the list of things that keep the StarHub legal team awake at night. “The regulatory landscape in Singapore has changed a lot this year. That is really one of the biggest challenges that we have, quite apart from all the usual business issues such as competition and so forth,” she says. “On the media side, the government is introducing cross-carriage of exclusive content. It’s a first in the world – no other jurisdiction has done it.” This means that, with effect from March 2010, any operator that has signed a deal for exclusive content is legally obliged to share that content on competing networks. “The government’s rationale behind it stems from saving Singaporeans the hassle of owning multiple set-top boxes,” Lai says. “Even if the exclusive content was to switch from one competitor to another, they want the end user to still be able to access the content using his existing set-top box. The payment enrichment is different. You pay to the content provider the viewer receives content from, but they want to make the technology simpler.” These new regulatory stipulations will change the way StarHub contracts and negotiates. “It won’t be easy because we are first in the world. Content providers are used to exclusivity. They are used to copyrights and non-interference in the freedom of contracts. So, those will be the challenges we will face,” she says. “Like I said, change is constant.” ALB 53

FEATURE | 2011 predictions >>

The year ahead Which are the key markets and key sectors, and what other emerging trends can law firms expect in 2011? ALB’s panel of legal industry pundits provide you with a map of the opportunities and challenges that lie ahead over the next 12 months

s the GFC fades further into the background, change is afoot across Asia-Pacific’s evidently resilient and dynamic legal services markets. Many of the underlying economies enjoyed very high levels of GDP growth in 2010, and this has bred optimism for the next 12 months. In Japan, M&A and capital markets are tipped to be resurgent, while in Taiwan large amounts of regulatory and compliance work is expected to come from the more stringent regimes being imposed both within the country and outside by its trading partners. Further south, a more steadily

growing Singapore looks set to keep its law firms busy as MNCs expand their operations and recent liberalisation measures make their impact felt, while throughout the region as a whole, the pipeline of large-scale M&As, projects and listings remains promising. In Vietnam, for example, the energy and transport sectors look vibrant, whereas in Thailand the smart money is on external investment in the manufacturing and consumer sectors. On the following pages, senior lawyers who are ideally placed comment in detail on the prospects for their jurisdictions. ALB Asian Legal Business ISSUE 11.01

FEATURE | 2011 predictions >>

Japan

Yasuzo Takeno Joint managing partner, Mori Hamada & Matsumoto

any areas of practice in Japan that have been relatively quiet on the back of the 2008 global financial crisis are showing signs of recovering in the new year. Capital markets have been quiet but can be expected to grow active again in 2011, due to markets regaining the capacity to respond positively to offerings and Japanese companies’ general need for capital to finance investments for their future survival.

Also, with other Asian countries becoming increasingly important as growing markets for Japanese companies, demand for practice areas

such as joint ventures and M&A is expected to be strong. M&A activity in general has been stable and shows signs of resurging, with a number of outbound deals forecast to take advantage of the high yen. Financial institutions are taking a more positive approach to lending, which will support LBO finance and real estate transactions by funds. Bankruptcy and reorganisation work could also continue to be quiet in 2011. There are a number of important legislative and regulatory developments in the pipeline. In 2011, the Japanese government is expected to release

tentative details of planned amendments to the Companies Act in areas like corporate governance,

parent companies, and M&A. In 2012 or beyond, Japanese lawmakers are scheduled to discuss changes to the Civil Code’s provisions on contract and obligations, possibly introducing rules on unfair contract clauses. Law firms will need to assist in wide ranging corporate structural issues and overhauls of standard contracts, equipping us with opportunities for delivering the most beneficial and innovative solutions possible to our clients, and to contribute to the stability of their long term growth.

Singapore

Loo Choon Chiaw Founder and managing partner, Loo & Partners

n line with the expected slower and moderate growth in advanced economies in 2011 and after a spectacular growth rate of 14.7% in the economy in 2010, Singapore’s economy may only expand by 4-6% in 2011. Notwithstanding this forecasted moderate growth, given the region’s sound fundamentals and barring another global or regional financial crisis, I am optimistic that the legal services sector shall do reasonably well in 2011 in the light of many favourable factors, including: (1) many MNCs from the IT, telecommunication, biotechnology and high technology manufacturing sectors having OHQs or BHQs located in Singapore, are expected to expand

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their business operations in the region; (2) more capital markets activities ,in particular, IPOs and M&As, are expected to be fueled by the rebounding economies in the region, and SGX-ST’s move in shortening time-to-market for its listing process and secondary fund raising; (3) strategically located in the region, with an excellent infrastructure for arbitration and ADR services coupled with prevailing tax incentive, more matters will be attracted to Singapore; and; (4) the continuing liberalisation process of the legal services industry in Singapore will help to attract more complex and high end cross-

border transactional work to Singapore. However, Singapore law firms must equip themselves to face the increasing challenges and competition, both in terms of businesses and talents, when local firms compete against the QFLPs and JLVs for the same clients and same legal talents. This will inevitably be brought about by the ongoing, and to my mind, irreversible, liberalisation process. Law firms in general must consciously find ways to enhance their overall capabilities and raise the standard and quality of their services. Indeed, the principles of natural selection or the survival of fittest are in full application in the legal services sector!

FEATURE | 2011 predictions >>

Taiwan

Ken-Ying Tseng Partner, Lee and Li

ith the record-high GDP growth in 2010, Taiwan’s economy seems to have recovered from the financial crisis in 2008. However, the unemployment rate is still high and the recovery of the legal industry seems to have slowed down since the third quarter of 2010. We anticipate that the growth of the legal industry in Taiwan in 2011 will be in a scale of 4-5%. Criminal defense and regulatory compliance may be the fastest growing areas in 2011. This is probably because the government has launched a large-scale investigation into the “Second Financial Reform” and other insider trading cases. Also, the recent anti-trust sanctions the US and EU authorities imposed on Taiwanese panel manufacturers will prompt all local manufacturers

to put emphasis on their compliance review. Furthermore, the signing of the ECFA has opened a new page in cross-strait economic development. In 2011, mainland investment in Taiwan will continue to grow, which means more demand for legal services. As for the M&A practice, several large transactions in the cable TV industry are in progress and more transactions are expected. But given that China is now a hot-spot for M&A activities, the recovery of the M&A practice in Taiwan may not be as strong as in other fields. Legislators have proposed some exceptions to the insider trading rules. Law firms will be asked to advise on the exceptions after the amendments are passed into law. Another interesting development is the amendment to the

local data protection law. The Personal Data Protection Act was amended in May 2010 with the amendments are expected to take effect by the end of next year. As the legislation will apply to both businesses and individuals and the rules are rather strict, it has attracted much attention from the public. Both the government and businesses will need legal advice on the implementation of, and compliance with, the legislation. In 2011, businesses in Taiwan need to increase their efficiency and service quality as their clients will continue to control their budgets and expenses. To achieve growth, law firms need to be innovative and creative in terms of legal skills and operational capability.

Vietnam

Dang The Duc Managing partner, Indochine Counsel

ietnam’s economic growth in 2010 is on track to reach 6.7%, exceeding the government’s target of 6.5%. The country is also benefiting from the recovery of the world economy. Going forward, Vietnam is projected to continue its growth in 2011 at nearly the same pace as that seen last year, with the year’s economic growth target 7-7.5%. The country’s new socio-economic development strategy for the next 10 years, scheduled to start in 2011, will be adopted at the 11th National Congress of the Communist Party of Vietnam, to be held in the first half of January in Hanoi. Among others, the key areas are to address infrastructure bottlenecks, deficiencies in the legal and regulatory framework for the private sector, inefficiencies and corporate governance problems at state-owned enterprises, and shortages of skilled labour. Globally, the amount of deals increased in 2010, offering law firms a more fruitful year than seen in 2009. Though the year ahead will surely be full of new challenges for law firms in Vietnam, 2011 will undoubtedly be a year of specialisation for most firms. Vietnam is an emerging economy for which the legal rules are being designed accordingly. Energy, transport and infrastructure projects, as well as oil and gas sectors, are

performing well, therefore legal instruments have been recently promoted in order to secure and carry out these complex operations. Some important laws adopted in 2010 include: the amended Law on State Bank of Vietnam, the amended Law on Credit Institutions, the new Mining Law, the amended Securities Law, and the new Law on Environment Protection Tax. And on 9 November 2010 Vietnam’s Prime Minister issued the long-awaited legal framework for Public-Private Partnership (PPP) in Vietnam, Decision No. 71/2010QD-TTg, providing the regulations on pilot investment using the PPP model. These PPP regulations will take effect from 15 January 2011, and are expected to promote the development of PPP projects in Vietnam for the next few years. Moreover, real estate and manufacturing projects as well as capital markets transactions have been increasing substantially, pointing out the need for firms to provide their clients with a more specialised and up-to-date legal services. To acquire this expertise, firms will gain experience by expending their networks and their in-depth knowledge in the areas of practice targeted. In addition, increasing demand for expertise will require highly skilled lawyers. Developing this

workforce will be a big challenge for law firms this year. Indeed, hunting for highly talented lawyers and offering them attractive remuneration and keeping them will be a big issue. Firstly, lawyer numbers in Vietnam are still not high and secondly, offering high salaries is not easy for local firms, whereas it is far more affordable for foreign firms. Furthermore, firms based in Vietnam remain exposed to the attractiveness of the positioning offered by international law firms running their Vietnamese practices out of the key financial hubs of Hong Kong and Singapore. This year will also bring many challenges concerning the need for local firms to increase their international resources. While international law firms have strong networks of offices throughout the world, local firms are still trying to link up with foreign firms not yet established in Vietnam. More internationalisation of local firms will allow them to upgrade their management abilities and boost their technical capabilities. Being part of a global network is also the best way to gain more clients and expand business. The development of the legal market in Vietnam is going ahead as fast as the economy. There is no doubt that 2011 will demonstrate this and be a decisive year for law firms. Asian Legal Business ISSUE 11.01

FEATURE | 2011 predictions >>

Malaysia

Brian Chia Partner, Wong & Partners

n 2010, the Malaysian legislature passed several new laws which have the potential to transform the conduct of Malaysian corporate activity and the Malaysian legal services market. The long-awaited Competition Act 2010 regulates and seeks to prevent market abuse arising from monopolistic and dominant behaviour, with force and application inside and outside Malaysia if the abusive activity ultimately has an impact in Malaysia. Whilst Malaysia did not previously have any statutory form of data protection, this will change mid-2011 when the Personal Data Protection Act 2010 comes into force. It will regulate the processing of personal data in commercial

transactions to safeguard the interests of data subjects, with wide-ranging administrative implications for M&A exercises and corporations processing personal data. Similarly, the Whistleblower Protection Act 2010 now provides statutory protection for all whistleblowers (contrary to previous measures which were industry specific) against civil and criminal suits, termination of employment and harassment. It is with a cautiously optimistic note that there appear to be no noticeably slow areas in the Malaysian legal services market. Despite uncertain economic conditions, there has generally been an increase in corporate activity and lending in

Malaysia over the last financial year, with positive knock-on effects for Malaysian law firms. However, one challenge for the Malaysian legal sector will be to incentivise talented practitioners to remain in Malaysian legal practice or in Malaysia at all. The lack of meritocracy and financial incentives to encourage Malaysians to stay in the country in light of more fruitful opportunities abroad has been acknowledged by the government. It recently established a Talent Corporation to spearhead policies to attract skilled individuals to work in Malaysia. However, to be fully successful in retaining human capital, Malaysia must look to making significant and long-term cultural and structural changes as well.

Thailand

Kitipong Urapeepatanapong Chairman, Baker & McKenzie (Thailand)

n 2011, capital markets and M&A work is expected to pick up and will provide a lot of business for law firms at the top end of the market. The end of the global financial crisis as well as more stable political conditions, should see Thai companies resume their outbound activities. On the inbound side, the reasons mentioned above should also see FDI gradually return to previous levels. We expect international companies, particularly those in the US as well as

a number of othres from other Asian countries, to continue to be active in Thailand, particularly in the consumer and manufacturing sectors. Elsewhere, there should be strong growth prospects on offer for law firms in banking & finance, general corporate and wealth management practice areas. Regarding the latter, we expect that this industry will experience growth of around 50%, as regulators attempt to claw back Thai wealth management work that has

previously been handled out the industry’s two main hubs in Asia, Hong Kong and Singapore. Despite the greater amount of business for offices in 2011, the environment for the legal market will be challenging. Some foreign firms that rely predominantly on international work may have to slow or postpone their growth, while others will face stern tests from sophisticated local players.

The authors wish to convey that these articles are 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 these articles, and detailed legal advice should always be sought at the earliest possible moment www.legalbusinessonline.com

Feature | higher education >>

The great debate:

LLMs v MBAs Opinion has always been divided on whether an LLM or an MBA is better for lawyers, but the fact that the former are reaching a new degree of specialisation might just push them ahead in the popularity stakes

hat is more useful – a Masters in Law or Masters in Business? For some the question is almost crucial in determining a career path or professional development strategy. For professionals looking beyond a career in law, an MBA can prove beneficial, however for others determined to sign their name with a title as partner, an LLM would be ideal. But as ALB finds, whether it’s an MBA or LLM, as long as you’re keeping busy it’s always added value.

Benefits of an MBA

The ultimate goal in obtaining further qualifications, it seems, is to secure more favourable employment prospects. For legal eagles looking towards a career switch down the road, an MBA is seen as more useful than an LLM. Lawyers who have obtained an MBA often note that they have gained knowledge and skills beyond those offered in law courses and are now able to extend their level of service to clients. An MBA can help lawyers develop more ‘commercial’ solutions to

problems, and enable them to better empathise with client needs. According to Jacqueline Keddie, managing consultant at legal recruitment firm LawAlliance, an MBA holds more value for those lawyers moving towards a corporate role. Jacqueline Keddie “I have seen a number of Law Alliance our candidates who are lawyers go into financial institutions and undertake qualifications towards an MBA – which is perhaps more practical in their role compared to an LLM. Once they’re in, the fact that they know the business, they’re a known entity at the firm and have an MBA [means] they can successfully transfer across to the business side,” she says. But these benefits also come with the acknowledgement that gaining an MBA is not a sure-fire way to hit the career jackpot. The law will always be of primary importance and many see an LLM as a viable commercial alternative to an MBA. This is something especially true now for some of the bespoke courses offered by many educational institutions across the region. Doreen Jaeger-Soong, a director at recruitment firm Hughes Castell Hong Kong, says the value of obtaining further qualifications depends largely on one’s position. She advises that an LLM is helpful when combined with a license to practice in other countries. “At the junior to mid-level an LLM is likely to bring greater benefit, especially if the lawyer is seeking to broaden the jurisdictions they are competent to work in, such as at the New York Bar or UK Bar.” She notes that for lawyers of greater seniority, Asian Legal Business ISSUE 11.01

Feature | higher education >>

an MBA may be a better investment. “At the very senior end, however, an MBA is probably of greater benefit, particularly if the lawyer is based inhouse, to raise the level of commercial understanding – learning to read balance sheets and so on.”

Higher education goals

While the MBA and LLM debate will continue, recruiters, HR managers and lawyers interviewed for this article all stress the importance of lawyers remaining committed to higher education, despite the improving economic conditions. “Absolutely no education goes un-wasted,” says Keddie. “At some point in time you may be in a position where your CV is being directly compared to another individual and if all other variables are the same, the education aspect may potentially swing it. So I don’t think it’s a question of whether an LLM or an MBA alone will get you the job, but it is an important factor. It can be the differentiating point.” According to Keddie, while some may

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argue that further qualifications may not be important, it does speak louder on a CV in demonstrating commitment and achievement. “A recruiter might look at a CV and say, well an LLM might not add that much, but what it does show is someone who is prepared to do a little bit more,” she says Most believe that the economic crisis – where many lawyers turned to higher education to give them an edge in the employment market – is a legacy that has carried through to calmer economic times. “People are more aware of the necessity to be prepared for change and to keep developing and improving their career prospects and safeguards,” she says. “Given that some lawyers have been laid off and the market is soft, gaining a further degree is a good use of time.” Although the costs of higher education may seem hefty, those costs will inevitably pay off when the economy picks up. “If you’ve got a choice in 12 months between someone who was unemployed and did nothing with that time, versus someone who

knew the market was difficult but took the time to better their educational capabilities, it’s fairly obvious who an employer would view more favourably,” says Keddie. However, she says “I wouldn’t suggest someone leaving a firm to do an LLM or an MBA in this market. But if you’re in a situation where you are currently unemployed it will add value. It shows a good bit of common sense in a difficult market and you are potentially competing with others who hadn’t had that initiative.” For those who don’t have further qualifications, on-the- job experience will always remain an important factor. “As a recruiter I do not for a moment think that an LLM or an MBA is any replacement for experience,” says Keddie. “I’ve never had an instruction where I have been asked, ‘don’t send me a person who doesn’t have an MBA or an LLM.’ But it’s something extra to add to your arsenal so that when you’re compared to another you’re putting your best foot forward and giving everything you can.” ALB

FEATURE | forensic accounting >>

The importance of forensic accounting Litigation levels are expected to remain high in the year ahead, and with the increasing importance of corporate compliance in Asia, forensic accounting will play an important role for law firms and in-house teams across the region

overing everything from financial analysis, asset valuation, assessment of the quantum of damages, expert evidence and, of course, accounting, forensic accounting is a vital tool for lawyers. It is used across a wide range of matters, from litigation and commercial disputes to moneylaundering, bribery and corruption investigations. “With law firms, [we] might be involved, for example, in corporate work such as providing valuations, financial analysis, pre-acquisition corporate intelligence, due diligence and IPO due diligence,” says Bob Yap, head of forensics for KMPG Singapore. “Increasingly, forensic assistance is sought in pre-acquisition regulatory due diligence, such as Foreign Corrupt Practice Act reviews, especially when the US or European companies are buying in the region. They are understandably keen to avoid buying a potential Department of Justice (DOJ) prosecution along with their new subsidiary.” But forensic accounting is not only critical for lawyers in private practice

– it is just as important for in-house legal teams. Yap says that his firm is regularly instructed by in-house counsel in relation to investigations or data recovery, ostensibly in relation to allegations of fraud against their companies. “Increasingly we are instructed by either internal or external counsel in support of investigations into allegations of money-laundering, bribery or corruption, which reflects the increasing enforcement of such regulations internationally,” he explains. “We are also instructed to investigate suspected theft of intellectual property, especially digitally-stored IP.”

Services

The actual services provided by forensic accountants are just as broad. Concerning strictly forensic services, Yap says KPMG provides expert witness evidence for arbitral and commercial litigation proceedings (such as attending the execution of Anton Piller orders) as well as technology support. In relation to the latter, KMPG has an e-Discovery

team in-house, an important service given the explosion of growth in the area following recent legislative developments in Singapore. “e-Discovery is increasingly relevant following Singapore’s 2009 Practice Direction,” he says. “KPMG Forensic has installed dedicated e-Discovery servers in Singapore that allow us to handle electronic document management for litigation support and discovery, as well as providing an invaluable tool for large-scale multinational investigations.” In addition to these services, forensic accountants also perform fraud and corruption investigations, and provide advice on helping companies manage their fraud and compliance risk. Some, such as KPMG, provide additional services such as whistleblowing services and sophisticated risk management frameworks. “KPMG Forensic also assists firms in implementing pro-active risk management frameworks and controls around regulatory issues and corporate governance, which frequently involves or is driven by in-house counsel,” Yap says. “We can assist by providing experienced investigators and financial analysts, evidence-gathering and handling capabilities and electronic review platforms.”

Busy times ahead

Given the seemingly exponential rise in investigations and commercial disputes over the last few years, it is no surprise that forensic accountants to the legal services sector have been extremely busy. But even busier times lie ahead, according to Yap, despite the end of the Great Recession. He predicts the flow of disputes to remain steady in the year ahead and also says that sectors hit hard by the financial crisis, such as shipping and commodities, are also showing increasing demand for forensic accounting services. “We predict substantial growth in the market for our services across the board for the next year, due to a number of factors. Global factors include the fast-growing economy in the Asia- Pacific region and greater regulatory activism,” he says. “Locally, we see more litigation, the growth of Singapore as an arbitration centre, and higher corporate governance standards.” ALB Asian Legal Business ISSUE 11.01

MARKET >> marketDATA data || M&A M&A >> In association with

M&A TRANSACTIONS AND STATISTICAL ANALYSIS Top 10 Announced Deals - Asia-Pacific (November 13, 2010 - December 31, 2010) Announcement Date

Target Company

Target/Seller Legal Advisor

Bidder Company

Bidder Legal Advisor

Seller Company

15-Nov-10

AXA Asia Pacific Holdings Limited

Mallesons Stephen Jaques; Advising seller: Freehills; Norton Rose

AMP Limited

Clayton Utz

AXA SA

21-Dec-10

PLUS Expressways Berhad

Tan Sri Dato Ibrahim Mohd Zain; and Dato Ghazali Bin mat Ariff

29-Nov-10

Shuanghui Group (meat processing and packaging assets)

Henan Shuanghui Investment and Development Co Ltd

Commerce and Finance Law Offices

Rotary Vortex Limited

4,836

25-Nov-10

Korea Exchange Bank (51.02% Stake)

Advising seller: Kim & Chang; Linklaters

Hana Financial Group Inc

Bae Kim & Lee

Lone Star Funds

4,051

23-Dec-10

Riversdale Mining Limited

Gilbert + Tobin

Rio Tinto Limited

Minter Ellison

3,553

15-Dec-10

Daewoo Engineering and Construction Company Limited (13.59% Stake)

Korea Development Bank

Lee & Ko

3,352

10-Dec-10

Occidental Argentina Exploration & Production Inc

Advising seller: Vinson & Elkins

China Petrochemical Corporation

Alfaro-Abogados; Andrews Kurth

29-Nov-10

Henan Shuanghui Investment and Development Co Ltd

Commerce and Finance Law Offices

Rise Grand Group Limited

Jingtian & Gongcheng

23-Nov-10

Statoil (Kai Kos Dehseh oil sands asset) (40% Stake)

PTT Exploration and Production PCL

Blake, Cassels & Graydon; Herbert Smith/Gleiss Lutz/Stibbe

Statoil ASA

2,280

15-Dec-10

Integral Energy (Retail Business); and Country Energy (Retail Business)

Origin Energy Limited

Clayton Utz

Country Energy; and Integral Energy

2,270

Notes:

Advising seller: Baker & McKenzie

Deal Value (USDm) 13,094

10,732

Occidental Petroleum Corporation

2,500

2,473

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 - December 31, 2010) Rank

House

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - December 31, 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

Freshfields Bruckhaus Deringer

74,552

Morgan Stanley

78,800

Freehills

69,328

UBS Investment Bank

72,539

Mallesons Stephen Jaques

65,997

Credit Suisse

68,948

Herbert Smith/Gleiss Lutz/Stibbe

65,717

Goldman Sachs

64,195

Norton Rose

61,353

Deutsche Bank

53,022

Debevoise & Plimpton

55,545

Macquarie Group

45,677

Sullivan & Cromwell

55,360

Rothschild

43,699

Linklaters

44,113

Bank of America Merrill Lynch

39,668

Slaughter and May

43,843

Barclays Capital

39,334

Baker & McKenzie

42,981

Standard Chartered

39,063

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 31 December 2010

House

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 31 December 2010

Asia-Pacific M&A Activity - Quarterly Trends 900

180,000 160,000

800

Value (USDm) Volume

120,000

700 600

100,000

500

80,000

400

60,000

300

40,000

200 100

20,000 0

Number of deals

Value (USDm)

140,000

Q1 03

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10

Q4 10

Asian Legal Business ISSUE 10.13 Asian Legal Business ISSUE 11.01

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.•Q4 10* = 1 September 2010 to 31 December 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - December 31 , 2010) Rank

House

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - December 31 , 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

Freshfields Bruckhaus Deringer

55,541

China International Capital

House

35,618

Herbert Smith/Gleiss Lutz/Stibbe

51,397

Deutsche Bank

19,656

Sullivan & Cromwell

43,181

JPMorgan

18,147

Cleary Gottlieb Steen & Hamilton

41,119

Goldman Sachs

17,107

Slaughter and May

40,428

Credit Suisse

14,210

Simpson Thacher & Bartlett

39,306

Morgan Stanley

13,920

Norton Rose

38,242

BNP Paribas

13,586

Cravath Swaine & Moore

36,988

CITIC Securities

12,507

Weil Gotshal & Manges

36,518

Scotia Capital

9,609

Debevoise & Plimpton

35,625

Barclays Capital

9,323

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 - December 31 , 2010) Rank

House

League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - December 31 , 2010)

Value (USDm)

Deal Count

Rank

House

Value (USDm)

Deal Count

Mori Hamada & Matsumoto

36,327

Nomura Holdings

46,926

Nagashima Ohno & Tsunematsu

35,487

JPMorgan

24,180

Shearman & Sterling

22,743

Daiwa Securities Group

18,368

Sullivan & Cromwell

20,608

Morgan Stanley

15,593

Nishimura & Asahi

16,596

UBS Investment Bank

13,405

Simpson Thacher & Bartlett

15,858

Bank of America Merrill Lynch

10,823

Davis Polk & Wardwell

14,948

Goldman Sachs

9,852

Skadden Arps Slate Meagher & Flom

10,514

Deutsche Bank

8,309

Gibson Dunn & Crutcher

9,331

Citigroup

8,076

Morrison & Foerster

7,487

ABeam M&A Consulting Corp Fin

7,434

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

League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - December 31 , 2010) Rank

House

League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - December 31 , 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

AZB & Partners

31,311

House Rothschild

30,060

Allen & Overy

22,545

Morgan Stanley

26,504

Linklaters

12,444

Barclays Capital

23,003

Trilegal

11,446

Standard Chartered

22,435

Talwar, Thakore and Associates

10,956

UBS Investment Bank

14,194

Herbert Smith/Gleiss Lutz/Stibbe

10,700

Citigroup

13,050

Amarchand & Mangaldas & Suresh A Shroff & Co 9,503

HSBC

12,119

Freshfields Bruckhaus Deringer

9,438

Goldman Sachs

11,733

S&R Associates

9,332

Bank of America Merrill Lynch

11,663

Latham & Watkins

9,297

BNP Paribas

11,056

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 - December 31 , 2010) Rank

House

League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - December 31 , 2010)

Value (USDm)

Deal Count

Rank

Value (USDm)

Deal Count

Allen & Gledhill

16,489

House CIMB Group

21,820

Baker & McKenzie

12,635

RHB Investment Bank

19,906

Freehills

11,113

UBS Investment Bank

18,565

Stamford Law Corporation

10,390

Morgan Stanley

16,601

Shook Lin & Bok Singapore

10,194

Goldman Sachs

15,712

WongPartnership

7,359

Credit Suisse

12,232

Clayton Utz

7,347

JPMorgan

11,356

Kadir, Andri & Partners

5,490

Standard Chartered

9,717

Zul Rafique & partners

5,035

AmInvestment Bank

8,893

Rajah & Tann

4,986

Deutsche Bank

8,018

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

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market data | capital markets >>

Equity Capital Markets TRANSACTIONS List

Asia, inc Japan, ex Australia & New Zealand 19 Dec 2010 to 15 Jan 2011 Proceeds Issuer Issue date (USDm)

China China Pacific Ins(Grp)Co Ltd Huaneng Power Intl Inc Sinovel Wind Group Co Ltd China Pacific Ins(Grp)Co Ltd China Hainan Rubber Ind Grp Co Kangmei Pharmaceutical Co Ltd Changshu Fengfan Power Equip Beijing Sifang Automation Co Jiangsu Asia-Pacific Light Yueyang Paper Co Ltd Shindoo Chem Ind Co Ltd Anhui Honglu Steel Constr Shanxi Zhendong Pharm Co Ltd Titan Wind Energy(Suzhou)Co Linzhou Heavy Mach Group Co LandOcean Energy Svcs Co Ltd Jiangsu Skyray Instrument Co Hefei Meiling Co Ltd Goldcup Electric Apparatus Co Jiangxi Hongcheng Waterworks Tianli Envi Engineering Co Ltd Guizhou Qianyuan Power Co Ltd Hangzhou Boiler Group Co Ltd Jilin Zixin Pharma Co Ltd Qingdao Haili Metal One Co Ltd Anhui Sierte Fertilizer Ind Co Guangdong Anjubao Digital Tech Tong Oil Tools Co Ltd Henan Province Xixia Auto Wonders Information Co Ltd Jiangsu Xiuqiang Glasswork Co Beijing Jingneng Thermal Power China Liansu Group Holdings Xinjiang Mach Research Inst Co Ningbo Marine Co Ltd Wuhan Huazhong Numerical Zhejiang Shimge Pump Ind Co Ledman Optoelectronics Co Ltd Henan Yuguang Gold & Lead Co Shenzhen Dvision Video Commun Beijing Orient National Commun Jiangzhong Pharm Co Ltd Ningbo Xianfeng New Material Guomai Tech Inc China Vanadium Shenzhen HiFuture Elec Co Ltd Xinjiang Guotong Pipeline Co Jiangsu Fengdong Thermal Tech China Forestry Holdings Co Ltd Hong Kong Dah Sing Banking Group Ltd Trinity Ltd Champion REIT Li & Fung Ltd China Timber Resources Grp Ltd India A2Z Maintenance & Engineering Claris Lifesciences Ltd Indonesia Mobile-8 Telecom Tbk PT Laos EDL-Generation PCL Malaysia Benalec Holdings Berhad Philippines Lepanto Consolidated Mining Co Singapore First REIT South Korea Hyundai Merchant Marine Co Ltd Chabio & Diostech Co Ltd Taiwan Wintek Corp Thailand Indorama Ventures PCL

Currency

Bookrunner(s)

Sector

1,787.1 1,558.8 1,427.6 864.0 711.2 525.2 289.9 284.4 242.2 221.9 215.4 211.0 210.2 194.0 193.0 190.6 182.1 180.6 177.2 175.2 175.0 163.1 160.8 151.0 150.8 149.6 132.7 131.6 130.3 127.2 124.1 123.8 121.2 111.6 108.8 106.4 98.5 96.7 95.2 86.4 85.3 83.0 78.8 74.8 73.0 68.1 65.6 61.1 51.3

01/07/11 12/21/10 01/06/11 12/30/10 12/29/10 01/04/11 01/07/11 12/27/10 01/04/11 12/24/10 01/04/11 01/04/11 12/23/10 12/20/10 12/27/10 12/23/10 01/12/11 12/23/10 12/20/10 12/29/10 12/23/10 12/29/10 12/27/10 12/28/10 12/27/10 01/04/11 12/23/10 12/30/10 12/27/10 01/12/11 12/30/10 12/28/10 01/06/11 12/23/10 01/05/11 12/30/10 12/20/10 12/30/10 12/20/10 01/12/11 01/12/11 12/24/10 12/30/10 12/24/10 01/12/11 12/22/10 12/22/10 12/20/10 01/13/11

HKD CNY CNY HKD CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY HKD CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY HKD CNY CNY CNY HKD

Goldman Sachs (Hong Kong) China International Capital Co; Great Wall Securities Co Ltd Essence Securities Co Ltd; Zhong De Securities Co Ltd UBS (Hong Kong) CITIC Securities GF Securities Shenyin & Wanguo Securities GF Securities Dongxing Securities Guosen Securities Co Ltd Southwest Securities Co Ltd GF Securities CITIC Securities CITIC Securities Huatai United Securities Co CITIC Securities Orient Securities Co Ltd China Merchants Securities Co; Great Wall Securities Co Ltd Western Securities Haitong Securities Southwest Securities Co Ltd CITIC Securities Guosen Securities Co Ltd Northeast Securities Co Ltd Essence Securities Co Ltd Hongyuan Securities Co Ltd Guosen Securities Co Ltd Pingan Securities Co Ltd China Dragon Securities Co Ltd Minsheng Securities Huatai Securities Guotai Junan Securities JP Morgan Secs (Asia) (HK); UBS (Hong Kong) China Minzu Securities Co Ltd China Merchants Securities Co Guotai Junan Securities Pingan Securities Co Ltd AVIC Securities Co Ltd Central China Securities China Securities Co Ltd GF Securities Haitong Securities China Jianyin Invest Sec GF Securities Credit Suisse Guohai Securities Co Ltd Hongyuan Securities Co Ltd Wanlian Securities Co Ltd Standard Chartered Bank (HK)

Financials Energy and Power Energy and Power Financials Industrials Healthcare Industrials High Technology Materials Materials Materials Industrials Healthcare Industrials Industrials High Technology Healthcare Consumer Staples High Technology Energy and Power Industrials Energy and Power Industrials Healthcare Materials Materials Telecommunications Energy and Power Industrials High Technology Materials Energy and Power Materials Industrials Industrials High Technology Industrials High Technology Materials High Technology High Technology Healthcare Consumer Staples High Technology Materials Energy and Power Industrials Industrials Materials

128.6 96.4 81.6 71.4 69.5

12/22/10 01/10/11 01/13/11 01/12/11 01/13/11

HKD HKD HKD HKD HKD

HSBC Holdings PLC (Hong Kong) Bank of America Merrill Lynch; BOCI UBS (Hong Kong) Goldman Sachs (Asia) Guotai Junan Securities

Financials Consumer Staples Real Estate Consumer Products and Services Consumer Staples

161.8 63.3

12/21/10 12/20/10

INR INR

IDFC-SSKI Ltd; DSP Merrill Lynch Ltd; Enam Securities; ICICI Securities & Finance Co; SBI Capital Markets Ltd Consumer Products and Services Enam Securities; ICICI Securities & Finance Co; Edelweiss Capital; JM Financial & Investment Healthcare

420.1

01/03/11

IDR

Sinartama Gunita PT

Telecommunications

115.8

01/11/11

LAK

BCEL Krungthai Securities Co

Energy and Power

74.4

12/28/10

MYR

AmInvestment Bank Bhd

Industrials

69.7

01/07/11

PHP

Multinational Investment Banc.

Materials

132.2

12/22/10

SGD

Credit Suisse; OCBC

Real Estate

283.4 51.5

12/24/10 01/04/11

KRW KRW

Tong Yang Securities Inc Kyobo Securities Co Ltd

Industrials Healthcare

330.6

01/12/11

USD

Morgan Stanley (Asia) Ltd

High Technology

THB

Morgan Stanley (Asia) Ltd; Credit Suisse

Materials

394.7 01/13/11

DEBT CAPITAL MARKETS TRANSACTIONS LIST

Asia, inc Japan, ex Australia & New Zealand 19 Dec 2010 to 15 Jan 2011 Issuer China Evergrande Real Estate Group Bank of Beijing Shui On Dvlp(Hldg)Ltd Chongqing City Constr Invest Guiyang City Constr Invest China SCE Ppty Hldg Ltd Dalian Port(PDA)Co Ltd Guangdong Guang Ye Assets Shanghai Industrial Invest Wujiang Economic Dvlp Zone Huzhou City Constr Invest Grp Shenyang Coal Trade Group China Gaoxian Fibre Fabric Shandong Gold Group Co Ltd Nanjing New & High Technology Shanghai Fosun High Tech(Grp) Zhangjiagang Jin Cheng Invest Chongqing Nan'an District Dvlp Chongqing Water Conservancy China Merchants Bank HongKong Jin Zhong Public Investment Beijing Capital Group Co Ltd CDB-Hong Kong Branch Henan Yinge Industrial Invest Shandong Wei Hu Mining Group

Proceeds (USDm) 1,404.2 976.3 451.5 377.7 302.9 301.8 286.7 256.6 227.0 225.7 225.3 225.3 186.9 181.3 181.1 166.0 151.1 150.9 150.5 128.7 128.3 120.9 115.8 112.9 105.6

Issue date 01/14/11 12/21/10 12/23/10 01/11/11 01/12/11 01/07/11 12/24/10 01/06/11 01/04/11 12/23/10 12/21/10 12/21/10 01/11/11 01/11/11 12/24/10 12/24/10 01/06/11 12/24/10 12/23/10 01/04/11 01/06/11 01/11/11 01/07/11 12/22/10 01/07/11

Currency CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY CNY KRW CNY CNY CNY CNY CNY CNY HKD CNY CNY HKD CNY CNY

Bookrunner(s)

Sector

Bank of America Merrill Lynch; Deutsche Bank AG; Citigroup; BOC International (China) Ltd BOC International (China) Ltd Deutsche Bank (Singapore); Standard Chartered Bank PLC; UBS (Hong Kong) First Capital Securities BOC International (China) Ltd Deutsche Bank AG; HSBC Holdings PLC China Galaxy Securities Co Guotai Junan Securities; GF Securities Bank Communications {BoCOMM} Huatai Securities; Huarong Securities Co Ltd First Capital Securities Credit Suisse Founder Sec Ltd Daewoo Securities Co Ltd Bank of China Ltd; China Merchants Bank China Securities Co Ltd Credit Suisse Founder Sec Ltd CITIC Securities Haitong Securities China Jianyin Invest Sec Hongkong & Shanghai Bank (HK) Hongyuan Securities Co Ltd Industrial & Comm Bank China; Bank of Beijing Hongkong & Shanghai Bank (HK) Southwest Securities Co Ltd Minsheng Securities

Real Estate Financials Real Estate Consumer Products and Services Financials Real Estate Industrials Financials Financials High Technology Financials Materials Consumer Staples Materials Real Estate Financials Financials Industrials Energy and Power Financials Financials Financials Financials Materials Materials

Asian Legal Business ISSUE 11.01

market data | capital markets >> Hechuan Urban Constr Invest Chongqing Jiang Jin Hua Xin Guangdong Baolihua New Energy Bank of Yingkou Co Ltd Xinhua Hydro Power Electric BoComm-HK Hunan Constr Engineering Group CDB-Hong Kong Branch CDB-Hong Kong Branch Bank of China(Hong Kong)Ltd China Constr Bank(Asia)Corp Zhuhai Water Group CITIC Bank Intl Ltd Hong Kong Hong Kong Hopson Development Hldg Ltd China South City Holdings Ltd Hongkong Electric Finance Ltd Texhong Textile Group Ltd India Power Finance Corp Ltd

90.7 90.6 90.5 90.5 90.5 75.9 75.4 64.4 64.3 64.3 64.3 60.4 50.0

01/06/11 01/06/11 12/24/10 12/27/10 12/27/10 01/03/11 12/24/10 01/03/11 01/05/11 12/21/10 12/29/10 01/11/11 01/07/11

CNY CNY CNY CNY CNY CNY CNY HKD HKD HKD HKD CNY USD

Industrial Securities Co Ltd Industrial Securities Co Ltd Industrial & Comm Bank China China Galaxy Securities Co Bank of Nanjing Co Ltd Hongkong & Shanghai Bank (HK) China Citic Bank Hongkong & Shanghai Bank (HK) Hongkong & Shanghai Bank (HK) BNP Paribas SA Standard Chartered Bank (HK) Bank Communications {BoCOMM} Standard Chartered Bank PLC

Government and Agencies Financials Energy and Power Financials Financials Financials Industrials Financials Financials Financials Financials Energy and Power Financials

530.0 300.0 243.5 240.7 200.0

01/12/11 01/14/11 01/07/11 01/12/11 01/11/11

CNY USD USD USD USD

CITIC Securities; Deutsche Bank AG (Hong Kong) UBS Investment Bank UBS Investment Bank; BOCI Standard Chartered Bank PLC; RBS; HSBC Holdings PLC Deutsche Bank Securities Corp

Real Estate Consumer Products and Services Financials Consumer Staples

304.9

01/03/11

INR

Indian Overseas Bank Indian Overseas Bank

221.0 216.3

12/27/10 01/03/11

INR INR

Union Bank of India SIDBI HDFC NABARD HDFC LIC Housing Finance Ltd IDFC LIC Housing Finance Ltd IDFC NTPC Ltd LIC Housing Finance Ltd IDFC Japan Toyota Motor Credit Corp JBIC Govt Gtd Sumitomo Mitsui Banking Corp Mizuho Corporate Bank Ltd Nomura Holdings Inc Sumitomo Mitsui Banking Corp JFM Bank of Tokyo-Mitsubishi UFJ ORIX Corp Bank of Tokyo-Mitsubishi UFJ ORIX Corp JFM Japan Finance Corp

166.9 123.8 111.9 111.2 110.9 77.4 74.9 69.9 68.9 66.5 66.0 55.5

01/14/11 12/21/10 12/31/10 01/04/11 01/11/11 12/27/10 12/27/10 01/11/11 01/03/11 01/12/11 12/20/10 12/22/10

CHF INR INR INR INR INR INR INR INR INR INR INR

Real Growth Projects Ltd; RR Investors Cap Svcs Pvt Ltd; AK Capital Services Ltd; ICICI Sec Primary Dealership; ICICI Bank Ltd; LKP Shares & Securities Ltd; Taurus Finsec Pvt Ltd; Axis Bank Ltd; Trust Investment Advisors; Yes Bank Ltd; Darashaw & Co Ltd; Kotak Mahindra Bank Ltd; Edelweiss Capital; Barclays Bank PLC; Deutsche Bank (India); ING Vysya Bank ICICI Sec Primary Dealership; ICICI Bank Ltd; AK Capital Services Ltd; Axis Bank Ltd; Darashaw & Co Ltd AK Capital Services Ltd; Axis Bank Ltd; Barclays Bank PLC; Darashaw & Co Ltd; Deutsche Bank (India); HDFC Bank Ltd; HSBC India; ICICI Bank Ltd; ICICI Sec Primary Dealership; ING Vysya Bank; Kotak Mahindra Finance Ltd; Real Growth Projects Ltd; Trust Investment Advisors; Yes Bank Ltd Barclays Capital Group HSBC India; ICICI Bank Ltd; ICICI Sec Primary Dealership; Barclays Bank PLC HSBC India Barclays Bank PLC; Trust Investment Advisors Axis Bank Ltd HSBC India Axis Bank Ltd; ICICI Bank Ltd; AK Capital Services Ltd; Darashaw & Co Ltd; Trust Investment Advisors Axis Bank Ltd Trust Investment Advisors; ICICI Sec Primary Dealership; ICICI Bank Ltd; SPA Merchant Bankers; Axis Bank Ltd Axis Bank Ltd; Yes Bank Ltd; ICICI Bank Ltd Axis Bank Ltd HSBC India

1,597.7 1,499.1 1,498.9 1,326.3 1,241.1 1,205.5 991.7 783.7 602.1 482.3 399.3 362.3 362.0

01/05/11 01/13/11 01/06/11 01/14/11 01/12/11 01/14/11 01/06/11 01/14/11 01/12/11 01/14/11 01/05/11 01/13/11 01/12/11

USD USD USD JPY USD JPY USD JPY JPY JPY USD JPY JPY

361.7 361.2 301.0 241.5 241.1 241.1 241.1 241.1 192.9 184.3 180.6 180.5 129.2 120.8 120.7 120.6 120.6 120.6 120.6 120.4 120.4 70.5

01/14/11 01/12/11 01/12/11 01/13/11 01/14/11 01/14/11 01/14/11 01/14/11 01/14/11 12/22/10 01/12/11 01/07/11 12/22/10 01/13/11 12/24/10 01/14/11 01/14/11 01/14/11 01/14/11 01/12/11 01/14/11 01/06/11

JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY JPY USD

Tohoku Electric Power Co Inc Central Nippon Expressway Central Nippon Expressway JFM Bank of Tokyo-Mitsubishi UFJ Fukuoka Prefecture Kanagawa Prefecture Mitsubishi UFJ Lease & Finance Bank of Tokyo-Mitsubishi UFJ 201012 Central Nippon Expressway Odakyu Electric Railway Co Ltd NBL-1012 Tobu Railway Co Ltd Softbank Moblie Trust 2010-12 City of Kitakyushu City of Kobe City of Osaka Sumitomo Corp ORIX Corp City of Fukuoka Toyota Motor Credit Corp Japan Softbank Moblie 2010-12 Malaysia Padiberas Nasional Bhd Quill Retail Malls Sdn Bhd Philippines Philippines ADB Energy Development Corp Singapore Savu Investments Ltd Pepper Residential Sec No.8 STATS ChipPAC Ltd GLL IHT Pte Ltd South Korea Hana Financial Group Inc Kookmin Bank Saenggakdaero T 3rd Sec Shinsegae Co Ltd Woori Bank Hana Financial Group Inc Hynix Semiconductor Inc Kookmin Bank LG Display Co Ltd Hana Bank STX Offshore & Shipbuilding Kookmin Bank Doosan Engineering & Constr Hana Financial Group Inc United Asset Management Corp Halla Engineering & Constr Hyosung Corp Eplanupoksoo Securitization Woori F&I Co Ltd Hyundai Capital Services Inc Hyosung Corp Dongbu Hannong Co Ltd Shinhan Bank Hana Bank Shinhan Capital Co Ltd Woongjin Coway Co Ltd

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Financials

Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Financials Energy and Power Financials Financials

Barclays Capital; Citi; JP Morgan; Bank of America Merrill Lynch Barclays Capital; Deutsche Bank Securities Corp; Goldman Sachs & Co Barclays Capital; Citi; Goldman Sachs & Co; JP Morgan Mizuho Securities Co Ltd Nomura Securities Nikko Cordial Securities Inc Bank of America Merrill Lynch; JP Morgan; Nomura Securities Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley UBS Investment Bank; Morgan Stanley & Co; Nomura Securities; Citi; Bank of America Merrill Lynch Nomura Securities RBS Securities Japan Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc; Nomura Securities; Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Nikko Cordial Securities Inc; Daiwa Sec Capital Markets Nomura Securities Nomura Securities Mitsubishi UFJ Morgan Stanley Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley; Nikko Cordial Securities Inc Daiwa Sec Capital Markets Mitsubishi UFJ Morgan Stanley Shinsei Securities; Development Bank of Japan Inc Mitsubishi UFJ Morgan Stanley; Nomura Securities Daiwa Sec Capital Markets Mizuho Securities Co Ltd Daiwa Sec Capital Markets Development Bank of Japan Inc; Mizuho Corporate Bank Ltd Nomura Securities; Nikko Cordial Securities Inc Nomura Securities; Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Tokai Tokyo Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Mitsubishi UFJ Morgan Stanley Daiwa Sec Capital Markets Morgan Stanley MUFG; GSJCL Barclays Capital; RBC Capital Markets; Toyota Financial Services Sec

Financials Government and Agencies Financials Financials Financials Financials Government and Agencies Financials Financials Financials Financials Government and Agencies Government and Agencies Energy and Power Industrials Industrials Government and Agencies Financials Government and Agencies Government and Agencies Consumer Products and Services Financials Financials Industrials Industrials Financials Industrials Financials Government and Agencies Government and Agencies Government and Agencies Materials Financials Government and Agencies Financials

61.6

12/24/10

JPY

Sumitomo Trust & Banking

Financials

113.2 79.5

01/10/11 12/27/10

MYR MYR

Standard Chartered Bk Malaysia; Bank Muamalat Malaysia Hong Leong Investment Bank Bhd

Consumer Staples Real Estate

1,251.4

01/05/11

PHP

971.0 300.0

01/11/11 01/14/11

AUD USD

Credit Suisse Securities (USA); Deutsche Bank Securities; JP Morgan Chase & Co; UBS (Hong Kong); Citigroup Global Markets Inc; Hongkong & Shanghai Bank (HK) ANZ Banking Group; RBC Capital Markets; Westpac Banking Deutsche Bank AG; JP Morgan

Government and Agencies Energy and Power

324.9 01/05/11 258.1 12/20/10 200.0 01/05/11 158.0 01/10/11

SGD AUD USD SGD

ANZ Banking Group National Australia Bank; Commonwealth Bank of Australia Deutsche Bank Securities Corp Standard Chartered Bank (SG)

Real Estate Financials High Technology Financials

534.6 311.9 307.8 300.0 262.5 194.5 180.4 178.4 174.0 172.4 157.5 142.6 139.0 139.0 138.7 135.3 133.8 106.8 95.3 88.4 86.6 71.1 60.8 53.5 50.0 50.0

KRW KRW KRW USD KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW KRW USD USD

SC Securities Korea Ltd; SK Securities Co Ltd Shinyoung Securities Co, Ltd Hana Daetoo Securities Co Ltd; SK Securities Co Ltd; Daewoo Securities Co Ltd Woori Invest & Sec Co Ltd; KB Invest & Sec; Shinhan Investment Corp Hana Daetoo Securities Co Ltd SC Securities Korea Ltd Woori Invest & Sec Co Ltd; Daewoo Securities Co Ltd; Shinhan Investment Corp; NH Investment & Sec Co Ltd Shinyoung Securities Co, Ltd Korea Investment & Securities Dongbu Securities Hyundai Securities Co Ltd; Hana Daetoo Securities Co Ltd Daishin Securities Co Ltd Shinyoung Securities Co, Ltd; Tong Yang Securities; Kumho Investment Bank SC Securities Korea Ltd; SK Securities Co Ltd Daewoo Securities Co Ltd; Tong Yang Securities Kiwoom Securities Co; KB Invest & Sec KB Invest & Sec; Hana Daetoo Securities Co Ltd Shinyoung Securities Co, Ltd; Daewoo Securities Co Ltd Daewoo Securities Co Ltd Woori Invest & Sec Co Ltd KB Invest & Sec Hanyang Securities Co Ltd Meritz Securities Co Ltd Dongbu Securities KB Invest & Sec Korea Investment & Securities

Financials Financials Financials Retail Financials Financials High Technology Financials High Technology Financials Industrials Financials Industrials Financials Financials Industrials Consumer Staples Financials Financials Financials Consumer Staples Materials Financials Financials Financials Industrials

01/11/11 01/06/11 12/23/10 01/13/11 12/28/10 12/30/10 01/14/11 01/07/11 12/27/10 01/06/11 01/07/11 01/06/11 12/24/10 12/24/10 12/23/10 01/13/11 01/07/11 01/12/11 12/21/10 12/30/10 12/21/10 01/05/11 12/23/10 01/06/11 12/29/10 01/14/11

Government and Agencies

SINGAPORE 17February 2011

ShaNGHAI

June 2011

HONG KONG September 2011

BEIJING

November 2011

A unique platform for the frank exchange of views, sharing of best practices and formulation of strategies to deal with opportunities in 2011 and beyond. The ALB In-House Legal Summit 2011 series represents a unique opportunity to interact with some of the most active and influential lawyers from Singapore, Asia and the rest of the world. For more information visit www.asianlegalbusinessevents.com 2010/11 ALB In-House Legal Summit Sponsors include:

HYLANDS 浩天信和律师事务所 Hylands Law Firm

Supporting Organisations

For further details on forthcoming ALB In-house Legal Summits please contact Lucinda at lucinda@keymedia.com.sg or call +65 6423 4631

Baker & McKenzie - Asian Opportunities

jlegal

your global recruitment partner

Our Client With nearly 4,000 locally admitted lawyers in 68 offices worldwide, Baker & McKenzie is one of the largest law firms in the world, and the one with the broadest global reach. Able to offer clients deep local knowledge as well as a truly global perspective, the firm serves more than 500 of the world’s largest and most influential companies. Baker & McKenzie offers lawyers world-class systems and top-notch learning programs, and the firm’s talent management approach has been featured by Harvard Business School for two of its best practice case studies. In line with its strategic growth goals, the firm is looking to appoint the following: Salaried Partner, Dispute Resolution, Singapore Operating as a joint law venture between Baker & McKenzie and Wong & Leow LLC (a Singapore law firm), it is one of the few full service law firms in the country, able to advise clients on both domestic and cross-border issues. This position is ideal for a dynamic lawyer who is keen to play a major role in the development of the regional arbitration practice. Candidates should be qualified in England & Wales or Australia and have a solid track record in commercial litigation/arbitration. While a book of business is not necessary, you should possess an entrepreneurial disposition to drive the growth of the practice and promote cross-selling between practice groups. Senior Associate/Special Counsel, Corporate M&A, Jakarta Dominating the local market with over 100 lawyers, and widely recognised as one of the leading firms in Indonesia, Hadiputranto, Hadinoto & Partners (“HHP”) is the member firm of Baker & McKenzie International in Indonesia. HHP’s top-tier corporate M&A practice is seeking to hire an energetic lawyer to work within its close-knit M&A team led by acknowledged leaders in the field. Candidates should be Commonwealth, European or US-qualified and have a minimum of five years PQE in corporate M&A practice gained with a respected firm. Good prospects for career progression await the successful candidate. To apply, please contact our exclusively retained consultant Genevieve Chia at JLegal on +65 6818 9703 or email her at gen@jlegal.com All direct and third party applications will be forwarded to JLegal.

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