HKALB June

E m p l o y e r o f C h o i ce 2 0 1 2 : T h e w i n n e r s r e v e a l e d

p. 5 2

june2012

NORTH ASIA EDITION

ALB 2012

ARBITRATION RANKINGS GAMING GROWTH New markets race to be Asia’s next casino capital PAGE 22

SUKUK GOING NORTH

JAPAN ON THE REBOUND?

INSIDE

Could Hong Kong and Japan be Islamic finance hotspots?

Outbound M&As and energy needs drive growth

n Deals SPOTLIGHT

04

n THE BIG STORY

05

n LEAGUE TABLES

09

PAGE 38

n SUNDRIES

84

PAGE 26

a trusted legal resource for global business challenges

Premier Member Firms in the Asia/Pacific Region

Throughout Asia and the Pacific and around the world, Lex Mundi member firms can help you meet the challenges of doing business globally.

Australia, Clayton utz Bangladesh, amir & amir Law associates China, Jun He Law offices Guam, blair sterling Johnson & Martinez Hong Kong, Deacons India, amarchand & Mangaldas & suresh a. shroff & Co. Indonesia, ali budiardjo, nugroho, reksodiputro Japan, nishimura & asahi Korea, Hwang Mok Park, P.C. Malaysia, skrine New Zealand, simpson Grierson Pakistan, rizvi, isa, afridi & angell Philippines, romulo Mabanta buenaventura sayoc & De Los angeles Singapore, rajah & tann LLP Sri Lanka, F. J. & G. De saram Taiwan, tsar & tsai Law Firm Thailand, tilleke & Gibbins international Ltd.

When business crosses borders, you need trusted legal advisors to navigate you through the local legal and business landscape. You can confidently turn to Lex Mundi’s 160 premier member law firms for help with your transactions, matters and disputes wherever they arise. Lex Mundi provides you access to internationally experienced and locally-connected business lawyers with the necessary market knowledge and expertise to help you succeed.

Locate a Lex Mundi member firm or member firm lawyer at www.lexmundi.com/lexsearch4.

www.lexmundi.com 1 6 0 P r e M i e r M e M b e r L aW F i r M s

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CONTENTS

WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business

1

“UNTIL TECHNOLOGY IMPROVES TO MAKE EACH CATEGORY OF RENEWABLE ENERGY ECONOMICALLY SUSTAINABLE, OR UNTIL TRADITIONAL ENERGY SOURCES RISE IN PRICE TO THE EXTENT THAT RENEWABLE ENERGY BECOMES COMPARATIVELY LESS EXPENSIVE THAN TRADITIONAL SOURCES, INVESTORS WILL LIKELY CONTINUE TO FACE THE UNCERTAINTY AND INSTABILITY INHERENT IN DEPENDING ON SUBSIDIES WHICH ARE VERY POLITICISED.” DAVID DUNCAN, Tilleke & Gibbins

47

38 COVER STORY ALB Arbitration Rankings 2012 Our latest rankings installment with a revamped methodology and greater transparency. This month features the leading firms for arbitration across Asia.

12

NEWS

FEATURES Double down on Asia

There has never been a better time to be a betting man, with the breakneck pace of casino construction emerging as one of the year’s strongest trends to date.

Spiralling out from Macau, developers are now hungrily looking at new markets in the region to capitalise on an industry that has brought in profits of $33.5 billion to Macau in 2011 alone. Seher Hussain investigates what is next for the gaming market

Lining up for a sukuk

Despite the global financial downturn, Islamic finance has seen astounding growth. North Asia is looking at cashing in on the action – Hong Kong plans to introduce legislative changes to spur Islamic finance, and Japan is poised for its first sukuk issuance. Can North Asia become a viable destination for shariahcompliant financing? Kanishk Verghese investigates

A cleaner ASEAN

Although dwarfed by the much larger clean energy market that is China, Southeast Asia is slowly but surely finding its feet as an upcoming renewable energy hub. Despite obstacles in the form of high entry costs, underdeveloped infrastructure and an uncertain regulatory environment,

22

the ASEAN region shows great promise in sectors like solar, wind and geothermal energy, finds Ranajit Dam

Japan: Country at the crossroads

26

38

Despite the rebuilding taking place following the earthquake last year, these are difficult days for the Japanese economy.

The once-invincible manufacturing sector has lost out to Chinese and South Korean challengers, the workforce is ageing, and the yen has made merciless gains in the past few years. Alison Harley talks to lawyers and other professionals about the trends they see, the bright spots in the market, and what they think is the road ahead

BRIEFS

05

LEAGUE TABLES

09

APPOINTMENTS

11

SPONSORED Regional Updates

Employer of Choice 2012

52

ALB China Law Awards 2012

68

ALB is delighted to announce the official list of winners for the ALB China Law Awards 2012, held in late March at the Park Hyatt, Beijing. As evidenced by the breadth of the deal shortlists, the Awards celebrated an extremely robust year for lawyers in China

04

INDEX

The region’s top law firms are recognised and profiled by Candice Mak for their commitment to providing the best workplace possible for its staff

32

DEALS

— China

Paul, Weiss — Singapore

Loo & Partners — Malaysia

Wong & Partners — Philippines Sycip Salazar Hernandez & Gatmaitan

SPONSORED UPDATES

82

76 77 78 78

— Emerging Markets

Kelvin Chia Partnership — International Tax AzureTax

80

SUNDRIES

84

80

ASIAN LEGAL BUSINESS june 2012

2 ON THE COVER

MANAGING DIRECTOR Andrew Goldner andrew.goldner@thomsonreuters.com NORTH ASIA REGIONAL EDITOR Candice Mak candice.mak@thomsonreuters.com SOUTHEAST ASIA REGIONAL EDITOR Ranajit Dam ranajit.dam@thomsonreuters.com MIDDLE EAST REGIONAL EDITOR Shaheen Pasha shaheen.pasha@thomsonreuters.com JOURNALISTS Seher Hussain seher.hussain@thomsonreuters.com Zhen Liu zhen.liu@thomsonreuters.com Kathryn Crossley kathryn.crossley@thomsonreuters.com Kanishk Verghese kanishk.verghese@thomsonreuters.com copy editor Vasundhara Chatterjee HEAD OF SALES May Wong may.wong@thomsonreuters.com

THOMSON REUTERS TRUST PRINCIPLES 01

That Thomson Reuters shall at no time pass into the hands of any one interest, group or faction;

02 That the integrity, independence and freedom from bias of Thomson Reuters shall at all times be fully preserved; 03

That Thomson Reuters shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses governments, institutions, individuals and others with whom Thomson Reuters has or may have contracts;

04 That Thomson Reuters shall pay due regard to the many interests which it serves in addition to those of the media; and 05 That no effort shall be spared to expand, develop and adapt the news and other services and products so as to maintain its leading position in the international news and information business.

Please contact Andrew Goldner with any questions. andrew.goldner@thomsonreuters.com

DIRECTOR, EVENTS Lucinda Maguire lucinda.maguire@thomsonreuters.com ACCOUNT MANAGERS Yvonne Cheung (Senior Account Manager, China) yvonne.cheung@thomsonreuters.com Rebecca Ng (Account Manager, North Asia) rebecca.ng@thomsonreuters.com Brenda Lau (Account Manager, North Asia) brenda.lau@thomsonreuters.com Brian Chu (Account Manager, North Asia) brian.chu@thomsonreuters.com Wendy Tan (Account Manager, Southeast Asia) wendy.tan@thomsonreuters.com Alison Towle (Account Manager, Middle East) alison.towle@thomsonreuters.com DESIGNERS John Agra Yvette Chiu TRAFFIC MANAGERs Ivy Tsang (Hong Kong) Rozidah Jambari (Singapore)

ASIAN LEGAL BUSINESS is available by subscription. Please call +852 3762 3269 (Hong Kong), +65 6775 5088 (Singapore) for details or visit www.legalbusinessonline.com 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.

THOMSON REUTERS 10/F, Cityplaza 3, Taikoo Shing, Hong Kong T (852) 3762 3269 | F (852) 2154 6425 www.thomsonreuters.com

EDITORIAL

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3

Hong Kong hub In recent weeks, regulatory lawyers in Hong Kong have been abuzz about a two-part consultation paper that the Securities and Futures Commission is set to issue. The topic? Toughening rules of conduct for initial public offering (IPO) sponsors and holding them liable for the listing prospectus contents. The public consultation follows in the wake of the financial watchdog revoking the licence of Mega Capital and slapping it with a record $5.4 million fine for its role in failing to obtain important information and its failure to act independently and impartially in the IPO of a Chinese fabric maker in 2009. These actions have sent a strong message to the investment banks: You could be held criminally liable for including any misleading statements in a new listing’s prospectus.

The toughened scrutiny will be a thorn in sponsors’ sides, but these measures are long overdue – just look at the string of fraud scandals of Chinese-listed companies in the U.S. in the past year.

All parties involved in a new listing, from the bankers and company executives to the accountants and lawyers, must bear responsibility to be compliant, conduct proper due diligence and use sound judgement.

Apart from working out the new listing regulations, the Hong Kong legislative council has been busy. As one of our features this month explores, the city published a consultation paper on tax changes in March and announced legislative changes that would further open the door for Islamic financing. Sukuk issuers require legislation that ensures tax neutrality, which is the direction the proposed tax amendments are headed in. As the article states: “The proposals include revisions to Hong Kong’s profit tax, property tax and stamp duty to help place Islamic bonds on a level playing field with conventional financing.”

After the success of our IP tables in the April, the second instalment of our new and improved rankings takes centre stage in this issue.

After a lengthy, rigorous research process, the ALB editorial team is proud to present its arbitration rankings. Unsurprisingly, Herbert ALB_210x87mm_bleed10mm.pdf 1 2011-8-12 11:04:50

Smith lands in the top tier alone with the premier arbitration specialists in the region. However, in the following tiers, domestic firms – particularly in Singapore and South Korea – make a strong showing. Other insightful features offered in the magazine include a report on the challenges Japan is facing, an exploration of Southeast Asia’s quest to become a renewable energy hub, and a look at the explosion of gaming operations in Asian markets that aren’t Macau.

Last but not least, the winners of ALB’s annual Employer of Choice survey are profiled. Please enjoy and if you have any comments or feedback, don’t hesitate to get in touch with the editorial team.

CANDICE MAK North Asia Regional Editor, Asian Legal Business Thomson Reuters

DEALS spotlight

4

ASIAN LEGAL BUSINESS june 2012 n your month at a glance Deal name

BRIGHT FOOD’S ACQUISITION OF 60 PERCENT SHARE IN WEETABIX FROM LION CAPITAL • The largest overseas acquisition by a Chinese company in the food and beverages sector.

• Bright Food, one of China’s largest food producers, will own a 60 percent interest in the UK’s global brand Weetabix. It paid £1.2bn ($1.9 billion), including company shares and debt.

Lion Capital will continue to hold the remaining 40 percent of shares.

• The transaction is subject to regulatory and government approvals in China, as well as antitrust approvals. Completion of the transaction is expected in the second half of 2012.

Jurisdiction

Value ($ mln)

Hong Kong

450

Equity/ M&A

China/UK

1943

M&A

China/U.S.

N/A

N/A

Hong Kong/ China

238

M&A

Hong Kong

682

Debt

China/U.S.

535

M&A

Deal type

Edwards Wildman Palmer (in association with Lister Lo Lui Choy)

$1.9 billion M&A

Firm

Sinopec Kantons’ rights issue and acquisition of a JV from Sinopec

Latham & Watkins Commerce & Finance Law Offices Conyers, Dill & Pearman Weil, Gotshal & Manges

Bright Food’s acquisition of 60 percent share in Weetabix from Lion Capital

Linklaters

Tian Yuan Law Firm

CODA’s partnership with Great Wall Motors

Weil, Gotshal & Manges King & Wood Mallesons King & Wood Mallesons

$682 million Debt NEW WORLD CHINA LAND’S DIM SUM BOND ISSUANCE • The largest ever dim sum bond offering by a corporation.

• The initial offering – the first by a property developer this year – of 2.8 billion yuan was met with high investor demand, prompting NWCL to sell a further 1.5 billion yuan.

• The transaction marks the first dim sum debt offering by NWCL.

Allbright Law Offices China Resources Gas Group’s acquisition of AEI China Gas

Colin Ng & Partners Walkers Clifford Chance

Eversheds New World China Land’s dim sum bond issuance Clifford Chance Skadden, Arps, Slate, Meagher & Flom General Electric and China XD Electric’s joint venture

Weil, Gotshal & Manges Haiwen & Partners

BRIEFS

06.2012

05

the big story

A spotlight on corruption

By Kanishk Verghese

FORUM What might the Hong Kong government and ICAC do next to tackle corruption?

“We have not seen things on the scale of what the U.S. and UK authorities have been pursuing. I think we will see more of that from the ICAC in the next one or two years – going after more high-profile cases involving larger corporates, inspired by what is happening in the U.S. and the UK.” Abdulali Jiwaji Simmons & Simmons

Raymond, Walter and Thomas Kwok of Sun Hung Kai Properties listen during a news conference in Hong Kong. REUTERS/Bobby Yip

H

ong Kong has been hitting global headlines in recent months, but not for the right reasons. On May 3, the ousted head of Sun Hung Kai Properties, Asia’s biggest developer, was arrested as part of a bribery investigation by the Independent Commission Against Corruption (ICAC). Just a month earlier, Walter’s two younger brothers and co-chairmen of Sun Hung Kai, Thomas and Raymond Kwok, and former Hong Kong chief secretary Rafael Hui shared the same fate. Though all four were released on bail and have not been charged, these actions have brought the issue of corruption within the city into the spotlight.

“The recent publicity on corruption in Hong Kong has put the spotlight on the city, but I do not think the perception is that corruption rates have increased in Hong Kong generally,” says Hong Kong-based Sidley Austin partner Yuet Ming Tham. She notes that the belief among international corporations is that civil servants and public bodies in Hong Kong are still generally corruption-free.

Few would disagree that the ICAC has done a commendable job of keeping Hong Kong largely honest. However, many note that while the commission has been effective in tackling local issues, it has not probed deeper into matters with an international flavour. “Looking at

developments around the world, I think there is definitely a feeling that there is scope for review of some aspects of Hong Kong’s legislation,” says Abdulali Jiwaji, a partner at Simmons & Simmons in Hong Kong.

Lawyers point to the UK Bribery Act and the Foreign Corrupt Practices Act (FCPA) in the U.S. as examples of strict and wide-reaching regulations put in place to prevent bribery and corruption across jurisdictions. Closer government scrutiny of corruption issues worldwide has led to increasing cross border cooperation between authorities, says Jill Wong. “This is a new trend that we will see more of in the future.”

Corruption has always been on the radar for Hong Kong. But the emergence of multinationals and financial institutions with offices in the city means that these corporations now have to operate in a way that is consistent with the expectations of their home jurisdiction.

“You now have the extraterritorial impact of overseas legislation,” says Jiwaji. “It is even more on the radar of larger businesses and corporates than it has been in the past.”

In light of these new trends, the ICAC is likely to be already judging the effectiveness of the measures taken in the UK and the U.S., and evaluating whether aspects can be implemented in Hong Kong.

“Hong Kong still has a good reputation in terms of corruption, but I think it is time for the government to think about corporate liability and move with the times because every other country is starting to do so.”

Yuet Ming Tham Sidley Austin

“We have had a new chief executive come in, and he will have his priorities. But I predict that the way the government is going to go about tackling corruption is simply to have more enforcement actions, and more education to raise awareness.

Enforcement actions and the threat of jail are very effective deterrents.”

Jill Wong

King & Wood Mallesons

6

BRIEFS

ASIAN LEGAL BUSINESS june 2012

GC INTERVIEW

‘No one is indispensable’

HON WEI SENG

General Counsel Stamford Land Corporation Ltd Singapore Shipping Corporation Ltd Cougar Logistics Corporation Ltd

ALB: How many lawyers does your team

consist of, and how does the structure work as a whole?

HWS: We currently have two lawyers in the team, supported by two legal/corporate secretarial executives. We support three SGX-Mainboard listed entities. The structure is premised on being “lean and mean” – each professional is expected to multitask effectively, and be nimble enough to manage multifaceted issues across several industries from hospitality, property development and shipping to services. As a general guide, all business, operational, and compliance matters are handled internally. We also project-manage major transactions with selective involvement of external counsel.

ALB: What are the most important qualities

someone in your role must possess?

HWS: One must be able to communicate effectively across all levels and functions within the organisation. The ability to multitask, prioritise and manage time wisely is also key.

Another important quality is the ability to manage legal resources in the most efficient and cost effective manner possible. One must know how to best add value by addressing matters internally, and how to best involve

REUTERS/Aly Song

external counsel, if required.

ALB: How would you describe the strategy for

the legal team?

HWS: We adopt a multidisciplinary, client-

focused strategy for service delivery, which cuts across legal support, project/resource management, compliance and regulatory roles. This enables us to customise and deliver our services more effectively and efficiently.

For example, in the course of supporting an asset acquisition, we also advise on required approvals and stock exchange disclosure requirements.

ALB: How would you describe your criteria for

selecting external counsel?

HWS: We make it a point to identify and

engage external counsel with specific, proven expertise that suits our specific needs and expectations. We like firms that promptly and efficiently deliver the results we seek.

Essentially, we look for the “most bang for the buck”.

ALB: What can in-house counsel do to make

themselves indispensable?

HWS: No one is indispensable. So one must

always strive to outperform expectations and

add value to the organisation.

Aligning oneself with the business needs of the organisation is one way to do this.

Being immersed in a cross functional, team environment enables in-house lawyers to better understand the needs of the business and provide better legal risk management solutions.

In addition, the business and regulatory environment is constantly becoming more complex, with ever-increasing time and cost pressures. In-house counsel should provide proactive legal services to support the business in a commercially sensible, timely and cost effective manner.

Beyond that, in-house lawyers should support other areas of the business if possible.

For example, lawyers can lend their writing skills to develop press releases, investment collaterals or even website revamps.

ALB: What is the best advice you have ever

received?

HWS: Never assume that what worked in the

past will continue to work in the future. Never be complacent, and always be on your toes.

Openness to fresh perspectives, garnished with a wise dose of humility, always helps.

Sponsored profile

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7

CIETAC Model Arbitration Clause: 凡因本合同引起的或与本合 同有关的任何争议，均应提 交中国国际经济贸易仲裁委 员会，按照申请仲裁时该会 现行有效的仲裁规则进行仲 裁。仲裁裁决是终局的，对 双方均有约束力。 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration.The arbitral award is final and binding upon both parties.

地址：北京市西城区桦皮 厂胡同2号 国际商会大厦6层 电话：+86 10 8221 7788 传真：+86 10 8221 7766 网址 : www.cietac.org A: 6/F, CCOIC Building, 2 Huapichang Hutong, Xicheng District, Beijing 100035, P.R. China.

T: +86 10 8221 7788 F: +86 10 8221 7766 W: www.cietac.org

New CIETAC Arbitration Rules to Take Effect from May 1

C

IETAC Arbitration Rules (2012) (“the 2012 Rules”) was approved by CIETAC Commission Meeting on 5 January 2012 and by CCPIT/CCOIC on 3 February 2012.

The new Rules will take effect from 1 May 2012.

authority among CIETAC and its sub-commissions so as to avoid inconsistencies in case administration.

Besides, to abide by the Arbitration Law of PRC and to guarantee the quality of case administration and arbitral award, the 2012 Rules provides that the seal of CIETAC shall be affixed uniformly on the dismissal decision, the conciliation statement and the arbitral award made by CIETAC as well as its subcommissions/centers.

The following characteristics could be found in the 2012 Rules: Firstly, the 2012 Rules further emphasizes party autonomy. For example, with regard to the place of arbitration, it stipulates that where the parties have not agreed on the place of arbitration or their agreement is ambiguous, CIETAC may determine the place of arbitration having regard to the circumstances of the case.

With regard to the arbitration language, the 2012 Rules sets forth that in absence of agreement on language, CIETAC may designate a language other than Chinese to be the arbitration language according to circumstances of the case.

Furthermore, the 2012 Rules makes some breakthrough with respect to procedure design. For example, to accommodate the economic development and enhance efficiency, the 2012 Rules raised the dispute amount of cases applying summary procedure to RMB 2,000,000 yuan, and to keep the continuance of proceedings, the 2012 Rules sets forth that where the amount in dispute of the amended claim or that of the counterclaim exceeds RMB 2,000,000 yuan, Summary Procedure shall continue to apply unless the parties agree or the arbitral tribunal decides that a change to the general procedure is necessary.

Secondly, the 2012 Rules emphasizes CIETAC as a single and whole arbitration institution. CIETAC and its sub-commissions/ centers constitute a single arbitration institution. They enjoy one brand, and use but one unified Arbitration Rules and Panel of Arbitrators. As a result, the 2012 Rules sets forth that the parties may agree to submit their disputes to CIETAC or a sub-commission/center of CIETAC for arbitration. In the event of any dispute, a decision shall be made by CIETAC. Such arrangement, based on research and the principle of party autonomy, is in line with the provisions of Arbitration Law and its judicial interpretation, and will further clarifies the division of

The 2012 Rules is formulated on thorough research, and is also the fruit of the wisdom and experience of CIETAC arbitrators, staffs and other arbitration practitioners. CIETAC is grateful to all the interest and support received in the revision process, and will always provide fair and efficient dispute resolution services to parties home and abroad.

Falling behind?

JAPAN’S TECH SECTOR LOSING GROUND a) Apple Big 8 Japan IBM 3000 Operating income - bln yen 2500

Samsung

Siemens

Market cap - % change from 1992 - 2011 5216.45

2000

643.02

1500

265.86

500 0

Siemens

3.38

-500 1990

50000

IBM Samsung

416.36

1000

60000

Apple

2000

2010

40000 30000 20000 10000 2000

2010

-100

a) Combined company figures NEC, Panasonic, Sony, Fujitsu. Mitsubishi, Toshiba, Sharp & Hitachi Sources: Thomson Reuters Datastream Reuters graphic/Catherine Trevethan 24/04/12

2000

4000

a)

6000

Market cap - % change from 1992 - 2011 Mitsubishi Sony Toshiba Panasonic Fujitsu Hitachi Sharp NEC

Net Sales/revenue - bln yen

0 1990

0

Big 8 Japan

-50

0

50

100

150

The “Big Eight” Japanese technology companies have had a tough time maintaining their innovative edge over international corporations such as Apple, IBM and Samsung, which have been rapidly growing their global market share.

Out of the Big Eight Japanese outfits, only Mitsubishi and Sony have reported market capitalisation growth over the last two decades. While the Big Eight’s combined market capitalisation increased by 3.38 percent from 1992 to 2011, those of U.S. giants Apple and IBM grew by 5,216 percent and 643 percent respectively.

Also, the Big Eight’s operating income is far less than its international competitors.

For instance, Apple saw its operating income skyrocket from about 500 billion yen ($6.3 billion) in 2007 to almost three trillion yen ($37.8 billion) in 2011. Although the Big Eight’s revenue dipped significantly in 2010 from what it was in 2008, the last year and a half has proved to be somewhat fruitful.

8

BRIEFS

ASIAN LEGAL BUSINESS june 2012

IN CASE YOU MISSED IT

THIS MONTH’S TOP HEADLINES FROM WWW.LEGALBUSINESSONLINE.COM

REUTERS/Tim Wimborne

OMM helps China Agritech score rare victory in U.S. suit

On May 3, China Agritech successfully defeated a motion for class certification in a shareholder action filed in the U.S. This is the first court order denying class certification in a proposed securities class action against a China-based, U.S.-listed company.

REUTERS/Stringer.

Ropes HK bolsters corporate team; launches HK practice

Ropes & Gray has hired two new partners for its Hong Kong office, and has added a Hong Kong law practice. Capital markets and M&A partner Julian Chung joins Ropes from Norton Rose, while China corporate specialist Gary Li joins the firm from Paul, Weiss, Rifkind, Wharton & Garrison.

Shook Lin names new India co-head

Singapore firm Shook Lin & Bok has named corporate lawyer Azmul Haque as co-head of its India practice, as it moves to cater to growing demand for legal services related to the latter country.

Proposed rules may grant hedge funds direct access to China markets

A proposed plan by China’s regulators could allow hedge funds, for the first time, to directly trade in mainland stocks and bonds, opening up one of Asia’s biggest capital markets to the $2 trillion industry.

REUTERS/Brendan McDermid

OMM, Simpson Thacher star in News Corp investment in Chinese film company China-based film company Bona Film Group has received a 19.9 percent strategic minority stake investment from U.S. media conglomerate News Corp. News Corp acquired the equity stake directly from Bona’s founder, chairman and CEO, Dong Yu.

Cadwalader HK lands three capital markets partners from Jones Day Cadwalader Wickersham & Taft has successfully staged a coup by luring away three Jones Day capital markets partners in Hong Kong. Cross border debt and equity specialists Joseph Lee, Jeffrey Maddox and David Neuville are now set to join the Hong Kong office of Cadwalader.

LEAGUE TABLES

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NORTH ASIA Announced M&A Legal Rankings

HONG KONG Announced M&A Legal Rankings

Sullivan & Cromwell

Nagashima Ohno & Tsunematsu

11,665.7

DEALS: 26 RANK

2,441.4

VALUE ($mln)

DEALS: 2

MARKET SHARE: 7.2

LEGAL ADVISeR

9

VALUE ($MLN)

DEALS

MARKET SHARE

RANK

VALUE ($mln)

MARKET SHARE: 12.5

LEGAL ADVISeR

VALUE ($MLN)

DEALS

MARKET SHARE

2

Skadden

11,049.6

12

6.8

2

Allen & Overy

1,558.0

4

8.0

3

Freshfields Bruckhaus Deringer

10,587.6

8

6.5

3

Freshfields Bruckhaus Deringer

1,275.1

1

6.5

4

Weil Gotshal & Manges

9,700.0

3

6.0

4

Clifford Chance

843.3

6

4.3

5

Wachtell Lipton Rosen & Katz

9,099.4

4

5.6

5

Linklaters

533.5

2

2.7

6

Sullivan & Cromwell

7,892.6

8

4.8

6

Rajah & Tann

511.0

3

2.6

7*

Fenwick & West

7,100.0

1

4.4

7

Machado Meyer Sendacz & Opice

494.0

1

2.5

7*

Munger Tolles & Olson

7,100.0

1

4.4

8

Davis Polk & Wardwell

348.2

2

1.8

9

Nishimura & Asahi

6,110.2

21

3.8

9

Paul, Weiss

300.0

1

1.5

10

Allen & Overy

5,720.2

14

3.5

10

Baker & McKenzie

260.6

3

1.3

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A)

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A)

JAPAN Announced M&A Legal Rankings

SOUTH KOREA Announced M&A Legal Rankings

Jipyong & Jisung

Nagashima Ohno & Tsunematsu

11,665.7

DEALS: 26 RANK

3,526.1

VALUE ($mln)

MARKET SHARE: 17.9

LEGAL ADVISeR

VALUE ($MLN)

DEALS

DEALS: 2 MARKET SHARE

RANK

VALUE ($mln)

MARKET SHARE: 20.1

LEGAL ADVISeR

VALUE ($MLN)

DEALS

MARKET SHARE

2

Nishimura & Asahi

6,110.2

21

9.4

2

Latham & Watkins

3,309.1

1

18.9

3

Mori Hamada & Matsumoto

5,398.9

47

8.3

3

Kim & Chang

1,296.2

11

7.4

4

Hogan Lovells

4,255.2

5

6.5

4

Lee & Ko

714.7

13

4.1

5

Sullivan & Cromwell

3,810.8

5

5.8

5

Bae Kim & Lee

658.6

4

3.8

6

Bennett Jones

3,347.2

3

5.1

6

Allen & Overy

429.9

1

2.5

7

Morrison & Foerster

3,091.9

9

4.7

7

Shin & Kim

320.5

6

1.8

8

Burnet Duckworth & Palmer

2,912.2

3

4.5

8*

DLA Piper

308.0

1

1.8

9

Jones Day

2,706.4

7

4.2

8*

Vinson & Elkins

308.0

1

1.8

Dewey & LeBoeuf

2,630.0

1

4.0

10*

Mori Hamada & Matsumoto

130.7

1

0.8

10*

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A)

(*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A)

160 140 120 100

Series1

80

64.0 63.0

60

112.5 103.4

94.5

94.0 72.8 54.5

143.7

130.3

Series2

104.9

99.8

92.2

70.6

61.7

130.2 112.2 101.0 81.8

76.0

3,000 127.3 127.5 2,500 114.6 107.3 2,000

137.3 128.3 83.8

1,500

54.1

1,000 500

40 20

0 1Q 05

3Q 05

1Q 06

3Q 06

1Q 07

3Q 07

1Q 08

3Q 08

1Q 09

3Q 09

1Q 10

3Q 10

1Q 11

3Q 11

NOTES: League tables, quarterly trend, and deal list are based on the nation of either the target, acquiror, target ultimate parent, or acquiror ultimate parent at the time of the transaction. Announced M&A transactions excludes withdrawn deals. Deals with undisclosed dollar values are rank eligible but with no corresponding Rank Value. Non-US dollar denominated transactions are converted to the US dollar equivalent at the time of announcement of terms. North Asia includes China, Hong Kong, Taiwan, South Korea, Japan. Data accurate as of May 25, 2012

No. of Transactions

Rank Value US$ Billion

ANY NORTH ASIA INVOLVEMENT ANNOUNCED M&A ACTIVITY - QUARTERLY TREND

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ARBITRATION RANKINGS

ALB 2012

ASIAN LEGAL BUSINESS JUNE 2012

ARBITRATION RANKINGS

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ARBITRATION RANKINGS

13

INTRODUCTION

By KANISHK VERGHESE and SEHER HUSSAIN Additional reporting by PAUL PIMENTEL

A

s Asia continues to thrive, domestic companies are increasingly venturing outside local borders to fuel their desires for expansion. This is not without its perils, as many companies are getting into bumps and scrapes abroad. In many cases, companies are turning to arbitration as a cheaper, quicker and a more private alternative to litigation.

So, where are companies heading to settle their disputes? Hong Kong and Singapore have long been the two Asian seats of choice • Herbert Smith written into arbitration clauses.

“More blue water has been created between Hong Kong and Singapore, and the rest,” says a market observer. But the battle for supremacy between the two ju• Allen & Overy risdictions rages on. Practitioners • Hogan Lovells point out that Singapore is gaining • King & Wood Mallesons ground, partly due to clients’ per• White & Case ception of Hong Kong’s association with China. However, this is not to say that Hong Kong is on the decline. The number of arbitrations in the territory is increasing, • Bae, Kim & Lee as the city transforms into a hub • Baker & McKenzie for China-related disputes.

• Drew & Napier Singapore continues to con• Kim & Chang solidate its position as a popular • Linklaters seat for international arbitration, • Norton Rose with Singapore International • O’Melveny & Myers Arbitration Centre (SIAC) matters • Rajah & Tann on the rise. Market sources point • WongPartnership towards the huge influx of Indian parties flooding to the country to conduct their arbitrations under SIAC rules, while others note the diversity of cases that have been handled in the last year. Foreign companies are increasingly willing to instruct Singapore counsel in relation to investments around the region; evidence that the government’s efforts to push Singapore to the forefront of arbitration are paying off. Lawyers also report a marked uptick in the number of international firms that are arriving in the country, and including international arbitration as part of their offering.

Practitioners are noting a resurgence of sorts for the China International Economic and Trade Arbitration Commission (CIETAC), an arbitral institution with a stacked caseload. Sources note that the commission has suffered from a reputational problem in the past. But efforts are now being made to improve its image. CIETAC’s new arbitration rules came into force on May 1 this year; a move much welcomed by the international community.

TIER 1

TIER 2

TIER 3

Similar to China, Japanese and Korean companies are finding themselves in a position of strength. While this has resulted in more arbitration, these companies are increasingly finding themselves at the other end of the table; as claimants.

Practitioners in Korea are keeping a close eye on foreign firms that are knocking on Seoul’s doors. Opinion is split over the effects the entry of international players will have on the market. One camp believes that there will be a general focus on outbound investments and • Clifford Chance international arbitrations because • Clyde & Co foreign lawyers can only give ad• DLA Piper vice regarding their own countries • Freshfields Bruckhaus and international law for the first Deringer five years. Others believe that this • K&L Gates has always been the case with • Latham & Watkins international arbitration, the only • Lee & Ko difference being that now foreign • Orrick, Herrington & firms will have an office on the Sutcliffe ground. Although many firms have • Pinsent Masons applied to open an office in Seoul, • Shin & Kim most have not announced plans • Sidley Austin to have arbitration specialists on • Skadden, Arps, Slate, the ground.

Meagher & Flom Hopping across to India, sev• Watson, Farley & eral significant trends have deWilliams fined the last year. Grabbing the headlines was an appeal by the Bar Council of India, currently sitting in the Supreme Court. The appeal focuses on the question of • Amarchand & whether foreign lawyers can be Mangaldas & Suresh A. debarred from coming to India Shroff & Co and conducting arbitration pro• Fangda Partners ceedings. Practitioners in both • Global Law Office India and abroad are following • Jun He Law Offices the progress of this appeal quite • Nagashima Ohno & closely, as it may well be the Tsunematsu deciding factor in whether India • Nishimura & Asahi emerges as a centre for arbitra• Rodyk & Davidson tion. Other developments include • Stamford Law a recent confirmation of China by • Yulchon the Indian government under the New York Convention, ensuring that arbitral awards passed in Hong Kong and the mainland can now be enforced in India alongside domestic judgments.

In all, it has been an undeniably busy 12 months, and it is safe to say that the rest of the year will see arbitration lawyers in the region continue to be inundated with work.

TIER 4

TIER 5

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ARBITRATION RANKINGS

ASIAN LEGAL BUSINESS JUNE 2012

RANKINGS METHODOLOGY OUR RESEARCH The ALB research team spoke to a wide variety of lawyers and clients who were drawn from firm submissions, our own resources, and market suggestions.

All interviews were off the record, confidential, and conducted entirely for research purposes.

OUR RANKINGS Our rankings are based on the following metric: • Key clients and client feedback • Firm’s visibility and profile in the marketplace • Volume/complexity/size of work • Presence across Asia Information was drawn from the firm’s submissions, lawyer interviews, client interviews, and peer commentary from the marketplace. The arbitration rankings are divided into tiers, with the first tier identifying the strongest arbitration firms across Asia. Below the tiers, ALB has further identified firms that are the “ones to watch.” These are practices that are making a push in the market, and are being recognised for the quality of their work.

Clockwise from top left: May Tai, Peter Godwin, Alistair Henderson, Justin D’Agostino

TIER 1 HERBERT SMITH This arbitration titan maintains its leading position in the market due to a deep bench of exceptionally experienced practitioners. With a presence in Tokyo, Hong Kong, Bangkok, Beijing, Shanghai and Singapore, the team handles a range of innovative and high-value work. Practice strengths include investment treaty arbitrations, state to state arbitrations, energy and construction disputes, and public international law. The group frequently handles disputes falling under ICC, SIAC, CIETAC, UNCITRAL, KLRCA, BANI, LCIA, AAA/ICDR and ICSID rules.

Notable highlights include acting in a high-profile appeal for Grand Pacific Holdings Ltd against a decision by the Hong Kong Court of First Instance to set aside an ICC arbitral award in its favour; representing a major international bank on a multimillion dispute brought against it by IATA regarding fraud and forgery of promissory notes; and acting for three international energy companies in an ICDR/ AAA arbitration regarding royalty arrangements for an offshore oil and gas project in Vietnam. Prestigious clients include Marriott Hotels, Sumitomo Corp, Premier Oil Vietnam and Standard Chartered Bank.

Peers report that the firm is considered “the main competitor with an extensive Asian offering”, and “a very good firm with a strong reputation.” Clients affirm that “very few firms know Asia like they do,” and “they are one of the most able as well as friendly, congenial teams I have come across.” One source remarked that “the group is very well experienced; they are quick, efficient, know the needs of clients well, and have outstanding insight into disputes.”

Key contacts are Peter Godwin, head of international arbitration in Tokyo, Alistair Henderson who leads the Southeast Asian practice in Singapore, and Justin D’Agostino in Hong Kong.

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ARBITRATION RANKINGS

15

Arbitration team at Hogan Lovells

TIER 2 ALLEN & OVERY Allen & Overy has a strong track record of representing clients in high-value, complex commercial and investment treaty arbitrations. The firm has an established presence in Beijing, Hong Kong, Singapore and Bangkok. Matthew Gearing, a Hong Kong-based partner, is widely regarded as a key player in the firm’s international arbitration practice. The firm has conducted a wide range of arbitrations under various arbitration rules, including under the ICC, UNCITRAL, SAIC, HKIAC, SCC LCIA and ICSID. HOGAN LOVELLS With offices in China, Hong Kong, Vietnam, Singapore, Japan and Mongolia, Hogan Lovells offers geographical depth and a broad industry expertise across Asia. The firm possesses an arbitration team comprising nine partners and over 25 lawyers, and has been actively growing in the region. While several international firms are scaling back arbitration operations in Japan, Hogan Lovells boosted its Tokyo presence with the addition of partner Patric McGonigal late last year. Meanwhile, Shanghai-based Eugene Chen and Terence Wong were promoted to partnership in January this year.

Hong Kong partner Timothy Hill is leading the team in a CIETAC arbitration involving a large Chinese state-owned enterprise contractor, which is claiming tens of millions of dollars from a wholly foreign-owned enterprise.

dable presence in Asia. It boasts 11 offices in China, five in Australia, and an office in Hong Kong and Tokyo. With a team of six partners and 40 lawyers in Hong Kong, and two specialist arbitration partners in China, the firm is advising on numerous big ticket arbitrations, particularly in the areas of construction, infrastructure and investment. China partners Meg Utterback and Ariel Ye are becoming increasingly involved in international arbitration offshore work, and are well positioned with their teams to handle China outbound work.

The consistent performance of the arbitration team has been acknowledged by several clients, with one describing the group as having “excellent strength, particularly at the partner level.” Dispute resolution partner David Bateson is extolled by clients as a standout figure, while construction and dispute resolution team leader Paul Starr is hailed as “one of Hong Kong’s best infrastructure lawyers.” “Their arbitration management skills and substantive knowledge is outstanding,” adds a client.

Aloke Ray

WHITE & CASE A force when it comes to complex arbitrations, this talented team has a superior reputation for cross border and highprofile disputes. With lawyers spread out across Japan, Hong Kong and Singapore, this group is sought after for its comprehensive geographic reach and broad scope of work.

Highlight work from the last year includes advising an Asian engineering and construction

KING & WOOD MALLESONS

Fresh from the merger between Mallesons Stephen Jaques and King & Wood in March this year, King & Wood Mallesons commands a formi-

King & Wood Mallesons: David Bateson, Paul Starr, Edmund Wan, Denis Brock

16

ARBITRATION RANKINGS

ASIAN LEGAL BUSINESS JUNE 2012

experienced chief executive officer of the firm, Davinder Singh and the managing director of the litigation and dispute resolution department, Jimmy Yim.

contractor on a $1.4 billion arbitration seated in Mexico, one of the longest-running matters at the ICC, and representating a Middle Eastern telecommunications company in an ICC arbitration, seated in Singapore, relating to the acquisition of a telecommunications company in South Asia. The dispute concerns the procurement of rights to use radio frequency spectrum.

Peers hail the firm as “having a fantastic name and brand globally for arbitration,” and note that “they have got several good operators in Asia.”

In Singapore, key contacts include Aloke Ray, head of the firm’s Asia international arbitration practice, and partner Nandakumar Ponniya.

KIM & CHANG A market leader in South Korea, Kim & Chang has 10 partners and 35 lawyers overseeing arbitration matters. Coheads of the firm’s international arbitration and litigation group, Eun Young Park and Byung Chol Yoon, and senior foreign attorney, John Rhie, have been recognised as “extremely competent and very experienced in arbitration matters” by an approving client.

“I find Eun Young Park to be exceptionally mature, and a complete lawyer in every sense,” adds another.

Yoon, Rhie and Liz Chung represented a claimant – a consortium of Canadian, British and Korean investors – in an ICC arbitration against Yongin City over the alleged breach of a public-private partnership infrastructure contract. Valued at about $1 billion, the arbitration was regarded as one of the biggest in Korea last year, and was viewed as a test case for public-private partnership and foreign investment infrastructure projects in the country.

TIER 3 BAE, KIM & LEE One of the top firms in South Korea, Bae, Kim & Lee has a wellestablished arbitration practice, comprising five partners and 10 lawyers. Partner Kevin Kim leads the team, and holds an enviable reputation in the market for his knowledge and wealth of experience in arbitration matters. Despite the loss of arbitration specialist James Morrison in December last year, the firm has maintained a steady workflow. The team recently represented a Hong Kongbased private equity company as a claimant in an ICC arbitration, where an award was granted in the client’s favour.

“I have worked with other Korean, UK and U.S. law firms and legal advisers, but I would rate Bae, Kim & Lee very highly,” says a client.

ethics and reality.”

Haig Oghigian helms the team in Tokyo, while Gary Seib and Chan Leng Sun are the main contacts in Hong Kong and Singapore.

BAKER & MCKENZIE This practice earns accolades for its expertise in technology, insurance, pharmaceutical and energy-related arbitrations.

The team is spread across Hong Kong, Tokyo, Bangkok and Vietnam with member firms in Singapore, Philippines, Indonesia and Malaysia.

Key work includes handling HK$400 million worth of arbitrations defending claims against a theme park in Hong Kong; acting for a private equity fund in SIAC proceedings involving a dispute with its former CEO and CFO; and representing CSL Behring in an ICC arbitration against a claim by a Japanese foundation.

Clients reveal that “the team is knowledgeable and quick to give in-depth advice that takes into account the local business

DREW & NAPIER Going from strength to strength, this Singapore-based firm has established a reputation for a wide range of commercial arbitrations, particularly contractual disputes for large regional and international companies. Share purchase disputes are also a practice forte.

Comprising 10 partners, the team frequently appears in arbitrations across Asia, handling matters in China, Hong Kong, Seoul and Bangkok.

The group is “a respected, high-quality competitor”, according to peers while clients affirm that “the firm is well resourced from a litigation standpoint and well placed to advise on contentious matters. They have good bench strength and provide sensible and solution-oriented recommendations.”

The arbitration contacts are the highly

LINKLATERS Linklaters offers good geographical reach with offices in China, Hong Kong, Japan, Singapore and Thailand. Its Asian arbitration practice is headed by partner Tom Lidstrom, who is highly regarded by both peers and clients. “Tom and his team do an excellent job,” says one appreciative client.

The eight-strong arbitration team has a reputable presence in both Hong Kong and Singapore, and focuses on high-profile arbitrations involving corporate and banking clients.

The team consists of Lidstrom, global head of litigation Marc Harvey, Melvin Sng, Jelita Pandjaitan, who was promoted to partnership in April, and four associates.

NORTON ROSE L a r g e ly le d b y it s Singapore office, Norton Rose’s dispute resolution team frequently handles highvalue, complex and multijurisdictional disputes. The firm is active in various industries including shipping, energy and oil, insurance, and counts international retail and investment banks as clients. The Asian arbitration practice is headed by Singapore-based partner Guy Spooner, who also sits on the SIAC board of directors. The arbitration team is

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well-regarded by peers with one noting that it is “the most obvious competitor we have in Southeast Asia.”

O’MELVENY & MYERS With a particular strength in China and Hong Kong, O’Melveny & Myers has an arbitration team comprising three partners and eight lawyers. Partner Friven Yeoh is actively involved in matters across Asia, spanning Greater China to Singapore and Indonesia. The promotion of Bingna Guo to partner in February this year has served as a boost to the practice, particularly for China-related work.

The firm is experienced in legal matters across industries, and works with clients like Rio Tinto, SK Group, Nomura International, Credit Suisse and Macquarie Capital Group.

The team has also been called upon frequently to represent clients on derivatives and banking matters.

RAJAH & TANN In addition to insurance, TMT and infrastructure work, this Singapore-based team also has significant

ARBITRATION RANKINGS

strength in handling shipping and insolvency arbitrations. The firm is often sought out for its expertise outside Singapore, with new outposts in Laos, Vietnam and Thailand and an established presence in Kuala Lumpur and Shanghai.

The team has recently seen the addition of Tetsuo Kurita in Singapore, reflecting the growing amount of Japan-related arbitration work the firm is undertaking.

Peers note that it is “a very good firm with international resources” while clients reveal that “they always provide a very valuable service.”

The team is led by partner Chong Yee Leong in Singapore.

WONGPARTNERSHIP This longstanding arbitration team is known for handling complex, multijurisdictional matters, with a focus on construction, media, and shipping disputes. Located in Singapore, the group has 40 partners, including five senior counsel.

Notable work from the last year includes advising the liquidator of one of the largest steel manufacturers in Southeast Asia on a

17

SIAC arbitration regarding an alleged breach of an asset purchase agreement, which involved claims of over $368 million. Other clients include Hyundai Steel Co, Keppel Corp and Sembcorp.

Sources praise the team for its “good approachability, humble professional attitude, quick responses and quality advice.”

Litigation and dispute resolution group head Andre Maniam and international arbitration group partner Chou Sean Yu are the firm’s key lawyers in Singapore.

TIER 4 CLIFFORD CHANCE Clifford Chance regularly handles investment protection, joint venture and M&A arbitrations, in addition to commercial disputes arising in the energy, construction, infrastructure, and shipping industries. In Asia, the litigation and dispute resolution group is headed by Martin Rogers, who has more than 20 years of experience,

18

ARBITRATION RANKINGS

with a specific focus on the financial services industry. Cameron Hassall heads the firm’s Hong Kong and China arbitration practice, and specialises in Asian cross border investment disputes in a number of sectors.

CLYDE & CO Clyde & Co has a strong track record in advising clients on maritime, international trade, energy and insurance disputes. The team has a presence in Singapore and India through its associate firms Clasis Law and Clasis LLC. Recent highlights include representing SGX-listed Banyan Tree Hotels and Resorts in an arbitration against entities in the property development firm Meydan Group for the wrongful termination of a hotel management agreement governed by UAE law. Sources say the team is “highly recommended, and knows how to think outside the box for solutions.”

DLA PIPER Spread across Bangkok, Beijing, Hong Kong, Shanghai, Singapore and Tokyo, this team is highly regarded for its insurance, infrastructure, marine, and construction arbitration expertise. The group recently represented German company Klockner Pentaplast GMBH, a producer of plastic films for pharmaceuticals, in a Hong Kong High Court action and in a PRC arbitration against a Hong Kong-based distributor for breach of an agreement. Clients praise the firm, saying: “We are always impressed by their technical abilities and commercial approach.”

FRESHFIELDS Freshfields’ international arbitration practice is renowned for its work in emerging markets. Hong Kong-based partner Richard Chalk heads the Asian dispute resolution practice. Notable work includes the firm’s representation of ZTE Corp in an arbitration stemming from a joint venture agreement, which took place under UNCITRAL rules in Hong Kong.

K&L GATES With offices in Singapore, Taipei, Tokyo and Hong Kong, this dynamic group has particular expertise in shipping, construction, marine, and insurance disputes.

Commentators note that the three-partner team is highly rated for handling multijurisdictional arbitrations for regional and international clients. Clients report that “they are practical, commercial and solution-oriented, and always do an excellent job.”

LATHAM & WATKINS

Highly recommended partner Simon Powell heads the Asia dispute resolution team for Latham & Watkins. The Hong Kong office works closely with Chinese and international companies and financial institutions, and deals with arbitration disputes including finance and corporate transactions, as well as joint venture and shareholder disputes.

Powell and counsel Eleanor Lam are well regarded by clients, with one saying: “The thoroughness of their preparation, detailed analysis, and depth of understanding gave them tremendous insight to craft a wellstructured strategy that was executed flawlessly.” “Simon is one of the most effective arbitration and dispute resolution lawyers in the region,” asserts one client, while another adds that he “always delivers highly distinctive, pragmatic and practical advice.”

LEE & KO One of the largest law firms in South Korea, Lee & Ko has a sizeable team of eight partners and 16 lawyers who handle arbitration work. The firm is investing in its dispute resolution group, and has hired three attorneys in the last few months to bolster the team. Partner Sean Sungwoo Lim heads the international dispute resolution group, and is a highly reputed figure in the market.

ORRICK, HERRINGTON & SUTCLIFFE Orrick has two partners in Hong Kong and three in Tokyo dealing with international arbitration. The firm’s Asian dispute resolution practice is headed by Hong Kong-based partner Robert Pé. Recent highlights include representing a group of private equity investors in a $595 million dispute with a China-based real estate developer. The team also acted for a U.S.-based investment management firm in a $200 million arbitration against a Hong Kong real estate developer, which was eventually settled through mediation.

PINSENT MASONS

Pinsent Masons is well positioned to handle arbitration matters, with offices in China, Hong Kong and Singapore. The firm is particularly strong in the construction and infrastructure spheres; the team is representing China ENFI Engineering Corp in an ICC arbitration related to a sulphuric acid plant in Africa. In another matter, Beijing office head John Bishop is acting for China National Overseas Engineering Corp on disputes related to a water transfer scheme in South Africa.

ASIAN LEGAL BUSINESS JUNE 2012

The firm is commended for its “very good and pragmatic advice” by a client, who goes on to describe the arbitration team as “highly experienced with great strategic skills.”

SHIN & KIM Shin & Kim has a tight-knit team of three partners and six associates that handle arbitration matters. The group works with clients including the Korea Development Bank, Woori Bank and International Petroleum Investments Co. Benjamin Hughes, Co-chair of Shin & Kim’s international dispute resolution group, has been hailed as “the jewel in the crown” by a satisfied client. “Hughes is an extremely talented lawyer with a deep knowledge of Korean language, law and culture. He is an articulate and thorough advocate, and a very effective cross examiner.”

“The team is well organised, thorough, courteous, and very competent,” says a client.

SIDLEY AUSTIN Sidley Austin boasts offices in Singapore, Hong Kong, Tokyo, Beijing and Shanghai. Based in Hong Kong, partners Charles Allen, Yang Ing Loong and Allen Kim work with clients on arbitrations related to joint venture disputes, private equity, energy, and construction. “Sidley’s lawyers have been very responsive, clear in their analysis, and are able to see several steps ahead of the other side,” says a client, who adds that the team’s ability to work comfortably in English and Chinese is a valuable attribute. Another client singles out Kim for praise: “He is very competent, responsible, responsive, and a good communicator.”

SKADDEN Skadden’s Asia-Pacific international litigation and arbitration group is headed by partner Paul Mitchard, who is well-regarded among peers. Mitchard works with three associates, based in Hong Kong and Singapore, who specialise in arbitration. Recent highlights include a multimillion dollar ICC arbitration in Hong Kong against a number of oil majors stemming from an energy supply contract, and an ICC arbitration in Singapore involving a dispute between Indonesian subsidiaries of U.S. and British companies related to a fuel supply agreement.

WATSON, FARLEY & WILLIAMS This Singapore and Bangkok-based group has broad experience in complex oil and gas,

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ARBITRATION RANKINGS

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offshore construction and shipbuilding matters. In the last year, the team counselled Soonthorn Metal Industries in a $600 million international arbitration in Thailand under UNCITRAL rules against a major European food supplier. Clients affirm that “the team is both approachable and responsive, and the lawyers clearly know their stuff from years of experience in arbitration in Asia.”

TIER 5 AMARCHAND & MANGALDAS & SURESH A. SHROFF & CO This Indian firm has extensive experience in arbitrations arising from shareholder disputes, as well as investment-related arbitrations in the power, oil, and gas sectors. Notable clients include GE, Nestle and Suzuki Motor Corp. The firm has four offices in India, and is led by litigation partner Pallavi Shroff.

FANGDA PARTNERS This firm has 12 partners and 24 lawyers in its corporate work and dispute resolution practice. The team focuses on arbitrations regarding joint ventures, construction, banking and finance, and shipping. The practice has also recently noticed an uptick in real estate, infrastructure, and intellectual property work. Sources recommend the firm for its “high level of activity in the market.”

GLOBAL LAW OFFICE O p e r atin g in China, Global Law Office has eight partners and 20 lawyers focusing on dispute resolution and arbitration. The team is heavily involved in CIETAC proceedings, but is gradually increasing its international workload. Partners Xiusong Xing, Ming Zhou and Yifeng Gao are key lawyers at the firm.

JUN HE LAW OFFICES This Chinese law firm added two partners – Chen Luming and Christine Kang – to its dispute resolution practice last year, and has represented clients such as Microsoft and Oracle in arbitration proceedings. Commentators note that “they are definitely increasing their presence, and are quite impressive in arbitration.” Partner Liu Honghuan is a key lawyer at the firm.

NAGASHIMA OHNO & TSUNEMATSU Japanese firm Nagashima Ohno & Tsunematsu has four partners who regularly handle international arbitration matters. The firm has represented numerous Japanese clients in arbitrations administered by the ICC, AAA, JCAA, SIAC and CIETAC. These disputes often concern joint ventures, construction, and shareholder and licensing agreements.

Yoshimi Ohara is a key arbitration partner at Nagashima Ohno.

NISHIMURA & ASAHI To k y o - b a s e d Nishimura & Asahi counts conducting both domestic and international arbitrations as its forte, and focuses particularly on insurance and intellectual property. Hiroyuki Tezuka is the key lawyer for arbitration work.

RODYK & DAVIDSON With offices in Shanghai and Singapore, this arbitration practice focuses on project-related disputes including property and building and construction claims, in addition to joint venture and investment matters. Over the past year, the firm added new partner Patrick Dahm to its litigation and arbitration practice and promoted Zhulkarnain Rahim to partnership within the group. Recent work includes arbitrations in the mining, oil and gas sectors, as well as handling insolvency disputes.

STAMFORD LAW Over the past year, this Singapore-based firm has conducted arbitrations in the oil and gas, manufacturing and

retail sectors. The team has seen an increasing amount of work coming from outside traditional transactional disputes; in the past year, it advised on insolvency and taxation arbitrations across a range of jurisdictions.

YULCHON This South Korean firm has an 11-strong team in its international dispute resolution and arbitration practice. The team is sought after for its expertise in international trade, shipping, large-scale construction, and infrastructure disputes. “We are impressed with their keen and insightful understanding of matters,” praises a client.

Key arbitration contacts include partners Young Seok Lee and Sae Youn Kim in Seoul.

ONES TO WATCH • Angara Abello Concepcion Regala & Cruz Law Offices • ATMD Bird & Bird • AZB & Partners • Bharucha & Partners • Budidjaja & Associates Law Offices • J Sagar Associates • Kadir Andri & Partners • Khaitan & Co • Lubis Ganie Surowidjojo • Narasappa, Doraswamy & Raja • Oon & Bazul • Shook Lin & Bok • Soewito Suhardiman Eddymurthy Kardono • Wikborg Rein & Co

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BUILDING & CONSTRUCTION

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ON ASIA THERE HAS NEVER BEEN A BETTER TIME TO BE A BETTING MAN IN ASIA, WITH THE BREAKNECK PACE OF CASINO CONSTRUCTION EMERGING AS ONE OF THE YEAR’S STRONGEST TRENDS TO DATE. SPIRALLING OUT FROM MACAU, DEVELOPERS ARE NOW HUNGRILY LOOKING AT NEW MARKETS IN THE REGION TO PROPEL AN INDUSTRY THAT HAS BROUGHT IN PROFITS OF $33.5 BILLION TO MACAU IN 2011 ALONE. SEHER HUSSAIN INVESTIGATES WHAT’S NEXT FOR THE GAMING MARKET.

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$33.5 billion in Macau’s casinos, compared to $6 billion in Las Vegas.

It shows no sign of slowing down; Las Vegas Sands, the world’s largest gambling company opened its newest $4.4 billion venture, Sands Cotai Central, on the coveted Cotai strip in April this year.

"Gaming continues to grow," affirms Bruno Nunes, partner at BN Lawyers Macau. "All the analysts keep saying it will slow down, it will not be sustainable. But we continue to see growth at 30 percent or 40 percent, so you have more and more revenue coming in.”

Luís Mesquita de Melo, partner at MdME agrees. “That means not only the gaming revenue, but also the number of visitors has increased,” he says. “Given that the Sands major new property opened last month and we are only in May, we are still looking at around 20 percent plus monthly growth year on year.”

Buoyed by the steady rate of success, developers are now looking at constructing casinos in a diverse range of Asian regions, all looking to mimic Macau’s magic.

“We are living in exciting times here in Asia,” says Ben Lee, managing partner at gaming consultancy IGamiX. “I have scoped numerous projects from Saipan to Cambodia to Myanmar, and the underlying thread through all these developments is the seemingly insatiable ap-

“WE ARE LIVING IN EXCITING TIMES HERE IN ASIA. I HAVE SCOPED NUMEROUS PROJECTS FROM SAIPAN TO CAMBODIA TO MYANMAR, AND THE UNDERLYING THREAD THROUGH ALL THESE DEVELOPMENTS IS THE SEEMINGLY INSATIABLE APPETITE FOR GAMING FROM THE CHINESE, PARTICULARLY THOSE FROM THE PRC.” REUTERS/Victor Fraile

BEN LEE, managing partner, gaming consultancy IGamiX

W

e are currently witnessing the expansion of the gaming industry's most promising global market. From Vietnam to Cambodia to Japan and the Philippines, Asia’s voracious appetite for gambling is luring in regional and international investors at a phenomenal rate.

However, it will not be easy to replicate Macau’s success, as each of these next generation gaming destinations faces its own set of challenges - whether regulatory, political, or simply outsized market expectations.

WHERE IT ALL BEGAN Macau, a tiny territory in the South China Sea is the birthplace of the Asian mega casino. Reuters reported that last year, bettors spent

petite for gaming from the Chinese, particularly those from the PRC. In Western parlance, they are the 500 pound gorilla in the corner.”

INDOCHINA CASHES IN Not one to be left behind, Cambodia is ringing in dynamic changes this year; following the enthusiastic response to the launch of the nation’s first bourse in April, the government is also encouraging casino development in order to boost its economic profile.

“Cambodia has been growing at a phenomenal rate since 2009,” says Lee. “They now have approximately 49 casinos, mostly along the borders with neighbouring Thailand and Vietnam. The two newest, a $100 million development in Mt Bokor will be opening, and at the other end of the spectrum, a smaller one in Pailin by Nasdaq-listed Entertainment Gaming is also this coming month.”

Reuters reported that NagaWorld, a massive casino complex in Phnom Penh, showed a profit of more than $90 million last year.

Its convenient location ensures a steady stream of gamblers from neighbouring Vietnam, where gaming facilities are less accessible.

Vietnam has also seen a surge in casino development, albeit at a reduced rate. Walking a tight-rope between a nominally communist

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ASIAN LEGAL BUSINESS JUNE 2012

REUTERS/Francois Lenoir

government that frowns on gambling, Vietnam is also trying to cash in on the capitalist rewards that the industry brings. As such, casinos technically do not exist, but are rather licensed as “entertainment centres”.

“While there are no clear numbers, the rumours are that there are approximately 70 ‘casino’ clubs all around the country, which are allowed to operate with slots and electronic table games and are accessible only to foreigners,” says Lee. “There are also about eight casinos of varying sizes with gaming tables and slots in Danang and around Hanoi, and on the border with China.”

Sources report that several major international investors have shown interest in developing casinos in Vietnam, but plans are still in the nascent stages.

It is clear that alongside investors, Asian governments are also desperately trying to get in on the act, a trend that will continue in years to come.

PHILIPPINES MAKES ITS PLAY The gaming industry has shifted its attention to the Philippines this year. Four massive casinos are under construction in Manila, which, combined, will form one mega project. Scheduled to start opening in 2013, the casinos will be the foundation of the Bagong Nayong Pilipino Entertainment City, the projected investment of which is already running at $5 billion. Investors include Resorts World Bayshore, Bloomberry Resorts, and Universal Entertainment.

“The Philippines are really betting very strong on gaming; in the near future, it is the region's best positioned jurisdiction to develop the gaming industry in a competitive way,” says de Melo.

Sources indicate that the Phillipines’ gaming industry has been slowly coming to a boil over the decade. The Philippine Gaming Corporation (PAGCOR), which operates and regulates the gaming industry, reported revenues of $862 million in 2011, which is more than twice the level of $364 million in 2001.

“The crucial amendment in PAGCOR's Charter, (enacted in 2007) which allows the state-run gaming entity to enter into agreements such as joint ventures with private investors (domestic or foreign), gave the impetus for the very aggressive expansion mode in gaming, particularly casinos, in the country,” says Rodrigo Quimbo, partner

at Baker & McKenzie in Manila. “PAGCOR is targeting a 10 percent share of the global gaming market by 2016.”

He points out that for over 30 years before 2007, the local casino market was dormant, owing to the government’s position of just offering standalone state-run casinos. “The integrated resorts approach, fueled by private investment, is a major boost to the local gaming industry,” says Quimbo. “This approach de-focuses on gambling and emphasises total entertainment through the availability of other attractions such as malls, museums, cultural arts, sports arenas, and theme parks around the casinos. The integrated approach also extends to the idea of mixing domestic private ownership of the casinos with foreign expertise in casino management.”

However, several challenges do remain.

Despite the influx of investment and heavy international interest, the political and legal structures remain murky.

“They have challenges ahead of them; the ever changing political and regulatory regime probably being the main challenge,” says Lee. “The Philippines is not a place for the fainthearted and even now, while the local political and business leaders acknowledge that they need to reform the landscape to attract foreign investment, they are just as sanguine about their real ability to affect them.”

“I think the problem is that their regulatory framework is not completely transparent, since one of the gaming operators is at the same time the gaming regulator,” adds de Melo. “So there are some obvious concerns, especially from foreign gaming operators and investors (especially from the U.S.) that are interested in investing, and it poses some compliance and suitability hurdles for them.”

According to Quimbo, in the Philippines, corruption, immorality, and security risks have been, and will continue to be linked to casinos and debated upon in the country.

“The Catholic Church (which is a dominant force in the Philippines, given its approximately 90 percent Catholic population) has been vocal against gambling and casinos,” he says.

As the race heats up in Asia, the Philippines now faces massive competition from other emerging gaming hotspots that may not have to overcome the same range of regulatory and political obstacles. It remains to be seen whether they can jump past these hurdles in time to capture the market.

TOKYO THROWS THE DICE The spotlight has also been placed on Japan recently, as reports in the media suggest

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that the country is considering legalising gambling. Spurred on by the success of other regional gambling centers as well as a need to drive economic growth, it appears that the Diet may push through legislation permitting casinos to operate in the country.

Lawyers are generally positive about this development. “Should Japan choose to compete, it would definitely be the next major destination in terms of generating interest for gaming operators; much more than other Southeast Asian jurisdictions,” says de Melo.

Japan has several advantages: it caters to high net worth individuals with a taste for gaming, and is geographically positioned to attract steady traffic from Korea. A sophisticated legal system would also ensure a high rate of investment by foreign investors, who would find the efficiency and streamlined process less daunting than getting tangled up in the regulatory morass that other countries may pose.

Sources indicate that if and when gaming licences are granted, Japan could suddenly become a major player within the next five years. "Everyone is already lining up to get licences," says Nunes.

FINANCING Looking beyond the headlines, the financing aspect of these new projects shows some clear trends as well. Although investment into these mega casinos seems to be evenly split between Western and Asian players, a few marked differences are evident.

“The level of interest from both regional as well as Western investors is nothing short of phenomenal,” says Lee at IGamiX. “The potential investors from Asia tend to be midsized in terms of appetite and personal (i.e. entrepreneurs), whereas the ones from the Western hemisphere are established gaming operators with visions of doing palatial resorts, but hamstrung by the regulatory regime back home.”

Sources reveal that looking at the number of casinos in Asia, the majority of them are developed by local players. But in terms of overall investment, the Western operators with their ability to organise and raise huge sums of capital are the clear leaders.

“Emerging with some strength, however, are a group of local gaming operators who are slowly beginning to play at the international level; for example Malaysia’s Genting Group which is a global gaming player covering Asia, Europe, U.S. and even the high seas,” adds Lee. OBSTACLES Despite the flurry of positive reports, the

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ASIA-PACIFIC CASINO GAMBLING REVENUE Casino gambling revenue as a % of total consumer spend Singapore Cambodia China Malaysia Philippines USA Australia South Korea 0

2

4

6

Source: CLSA Asia-Pacific Markets, Euromonitor Reuters graphic/Christine Chan 16/04/12

reality of the situation is more nuanced. "You read about Vietnam and Cambodia becoming gaming centres," says Nunes, "but we have been reading about it for five years now. I know it is something they want to do, because they have seen Macau growing so big and also seen Singapore becoming the second-largest gaming destination.

So they want to tap into these resources. But I do not think they will be able to replicate it."

Drawing a parallel with Korea, a world economy that has not managed to set up a consistent and creditable gaming destination, Nunes says that “it all comes down to regulation and the market being good or not”.

“The Western operators will tell you the regulatory regime is the biggest obstacle,” says Lee. “To some that is just cultural baggage.

They have a set of requirements that grew out of their own environment. As others will tell you, the Asian ways of doing business are different, where relationships are more important than qualifications and suitability. The ability to work together, i.e. the chemistry, is a higher priority than the ability to manage efficiently.”

Another hurdle to cross is simply that of expectations. Sources affirm that with the success of Macau and Singapore, many of these next-generation gaming centers are looking to replicate that extraordinary growth by just pouring in billions of dollars. “The expectations have been raised to a level where they sometimes no longer bear any connection to market reality,” says Lee. It remains to be seen how these pipe dreams will pan out in reality.

THE WAVE OF THE FUTURE What does the future hold for Asia? It is likely that the gaming model will continue to be the integrated resort model that has seen such success in Macau and Singapore, and is under construction in the Philippines at the moment.

Marketplace sources continue to emphasise the rapid sinofication of the gaming market globally. No matter whether these casinos are being built in Vietnam, Japan, Philippines or Macau; they will aim to attract the lucrative Chinese demographic.

As gaming profits grow at a phenomenal rate from year to year, all eyes are now on Asia, waiting to see who comes barreling down the home stretch to be crowned as the “next Macau”.

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Islamic Finance

ASIAN LEGAL BUSINESS june 2012

Lining up for a

sukuk Despite the global financial downturn, Islamic finance has seen astounding growth. North Asia is looking at cashing in on the action – Hong Kong plans to introduce legislative changes to spur Islamic finance, and Japan is poised for its first sukuk issuance. Can North Asia become a viable destination for shariahcompliant financing? Kanishk Verghese investigates

D

emand seems to be spicing up for all things Islamic. In Hong Kong, the number of halal restaurants is on the rise, and the territory’s financial secretary, John Tsang, has announced plans in the 2012 and 2013 budget to introduce legislative changes to encourage Islamic finance. Meanwhile, Japan has already amended its laws towards shariah compliance. The stage is set for the two jurisdictions to emerge as players for Islamic finance in North Asia.

Islamic finance does not sound congruent with North Asia, which lacks large Muslim populations. Compare this to Southeast Asia, which has two Muslim-dominant nations, namely Malaysia and Indonesia, where such funding is common. However, Hong Kong is promoting Islamic-friendly funding, driven by the demand for business into China from these resourceabundant Islamic countries. Japan too, is getting in on the action, with the amendments that kicked in late last year – the nation now eagerly awaits its first issuance of a sukuk, or Islamic bond. Both Japan and Hong Kong face tough competition from Malaysia and Indonesia though, which together boast the lion’s share of the global sukuk market.

Hong Kong: Take two Hong Kong’s interest in Islamic finance first sparked in 2008, but soon

waned. The issue is now back on the agenda, but why? For a start, despite the global credit crisis, practitioners note the astounding growth in Islamic financing. In fact, HSBC has forecast the global sukuk volume to hit $44 billion in 2012, a sizeable leap forward from $26.5 billion last year.

“What we are seeing in Asia is an extension of that global trend which has been taking place,” says Gregory Man, a lawyer at Clifford Chance’s Hong Kong office. “Over the last couple of years, given the development of Islamic finance, it has really emerged as a credible alternative form of financing to other conventional forms, which have been open to borrowers traditionally.”

To open Hong Kong’s doors to this new form of financing, the government announced legislative changes and published a consultation paper on tax changes in March. The proposals include revisions to Hong Kong’s

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Islamic Finance

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REUTERS/Vincent Kessler

profits tax, property tax, and stamp duty to help place Islamic bonds on a level playing field with conventional financing. “It is obviously a very positive thing,” says Darren Bowdern, a partner at KPMG China. “The proposal is making sure that the arrangement and instrument is treated in the same manner as a more conventional financing arrangement, like a loan or a bond. This puts them on par, whereas in the absence of these rules, they can be treated very differently.”

For sukuk to be economically feasible in Hong Kong, issuers need legislation that ensures tax neutrality. Islamic finance transactions often require asset ownership to be transferred more than once between parties. This often results in additional fees, making them costlier than conventional structures. Islamic financial instruments typically sidestep the payment of interest – prohibited under shariah law – by structuring returns in the

“If the cost of putting an Islamic platform in place is much higher than a more traditional financing arrangement, it is going to deter sponsors from issuing these types of products.”

Darren Bowdern, KPMG

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Islamic Finance form of profits, distributions, or rentals with respect to property.

For its part, the government is hopeful that the proposed amendments will see the light of day, and breathe life into the Islamic bond market in Hong Kong. So far, the territory has only seen a 500 million yuan ($79 million), three-year sukuk issue from Malaysia’s Khazanah Nasional in October 2011. However, since Khazanah’s underlying assets are in Malaysia, the sukuk issue was exempted from Hong Kong taxes and stamp duty.

The government has explored new strategies to stimulate the trading of sukuk. Malaysian investors can buy yuan-denominated “dim sum” bonds in Hong Kong, and their Hong Kong counterparts can access sukuk under a pilot platform initiated in March this year by the Hong Kong Monetary Authority with Bank Negara Malaysia and Euroclear Bank. “It will take a little time before we see results coming out of the platform.

But, I think certainly behind the scenes, we will start to see a greater flow of investments going from North Asia through Hong Kong into Malaysia, and then from Malaysia up to Hong Kong,” says Davide Barzilai, a Hong Kong-based partner at Norton Rose.

Land of the rising sukuk While Hong Kong waits, Japan is already ahead – its shariah-compliant amendment to the Asset Securitisation Law, coupled with tax reforms, have been in place since November 2011. “When you look at the amendments,

“Over the last couple of years, given the development of Islamic finance, it has really emerged as a credible alternative form of financing to other conventional forms, which have been open to borrowers traditionally.”

Gregory Man, Clifford Chance they hit all the right spots. I think as all mature markets, responsible market players and governments need to do, Japan needs to be able to at least have the regime in place so that the market can develop if it needs to,” says Leng-Fong Lai, a partner at Clifford Chance in Tokyo. “It is not going to solve all the problems, but it is a strong step in the right direction,” agrees Barzilai.

Although a sukuk deal has yet to come to fruition, optimism for a transaction within the year remains high. Practitioners believe that the well-defined rules have set up, in theory at least, a comprehensive regime. Unlike many parts of the world, Japan is still a rich source

ASIAN LEGAL BUSINESS june 2012

of funding. Now that the changes to the law have made Islamic financing in Japan more attractive, institutions outside Japan that require shariah-compliant funding can now tap this market. Lai admits having received a number of inquiries about the recent amendments, and genuine interest in utilising this for financing investments into Japan.

“The scenario I have painted is not a hypothetical one. People have talked to us about this possibility,” he adds.

Causes for concern?

The wheels are certainly in motion to ignite Islamic finance in North Asia. But how quickly are they turning? At this stage, it may be difficult to gauge whether the new rules will successfully encourage shariahcompliant financing in the region. Bowdern believes that it may be hard for Islamic finance to compete against the more conventional lending practices. “If the cost of putting an Islamic platform in place is much higher than a more traditional financing arrangement, it is going to deter sponsors from issuing these types of products,” he says.

Another concern is that potential sukuk issuers may be inclined to adopt a wait-and-see approach. Being the first to act has its benefits, but it can also often be a deterrent. The reason: pioneering such a move could mean higher transaction fees, making particularly costconscious investors look elsewhere. As Lai puts it: “If you are the first in anything, typically you would need a lot of investment. If you are looking at it from an economic perspective and there is an alternative, it may be tempting to go that way rather than trying something new.”

Competing with Southeast Asia Islamic finance may be new to North Asia, but it is certainly no stranger in Southeast Asia. Malaysia’s burgeoning sukuk market is a fearsome rival to Hong Kong and Japan – it is expected to issue about 60 percent of the total forecast global sukuk volume of $44 billion in 2012. In fact, a $10 billion sukuk was issued this January by PLUS Expressways Berhad, a Malaysian toll expressway operator.

Meanwhile, in Indonesia, the sukuk market is projected to double in 2012 from $1.9 billion last year. The Indonesian government has already sold $1.5 billion of local sukuk, and is likely to issue up to another $1.5 billion in the second half of the year, according to HSBC. Such robust markets exacerbate the struggle for emerging players.

For example, Malaysia offers additional incentives to issuers of Islamic bonds, making this a more lucrative option. So, could Hong Kong, for example, offer similar incentives on its Islamic bonds? It is not beyond the realm of possibility, states Man. “But at the same time,” he adds, “what Hong Kong has tried to do is level the playing field so it is even for both conventional and Islamic financing. So, there might be a reluctance to try and create an unlevel playing field the other way.”

The right direction The exponential growth of Islamic finance is certainly tempting. But it has not been easy for the newcomers in North Asia – Hong Kong and Japan have yet to make a dent in the market. For its part, South Korea too has made no headway. Multiple attempts to pass a bill to attract Islamic finance have been shot down in parliament by special interest groups, most recently in February 2011. Nonetheless, Hong Kong and Japan’s actions are seen as a positive step in the right direction. “A lot of countries have certainly mentioned changes in the past, but how serious they are remains to be seen. It is fair to say that Hong Kong and Japan have taken the most proactive steps, certainly in North Asia,” says Man. Barzilai agrees: “I do believe it is going to be a niche market for North Asia,” he says. “Even as we see the Hong Kong government develop laws, we‘ve seen Japan open things up, so it shouldn’t be long before someone is lined up for a sukuk.”

CHINA INTERNATIONAL ECONOMIC AND TRADE ARBITRATION COMMISSION

CHINA’S EXPERIENCE IN

INTERNATIONAL ARBITRATION INTERNATIONAL IMAGE OF

CHINESE ARBITRATION CHINA INTERNATIONAL ECONOMIC AND TRADE ARBITRATION COMMISSION Announcement The China International Economic and Trade Arbitration Commission (CIETAC) is a permanent international arbitration institution independently resolving economic and trade disputes that was set up in 1954 with the approval of the Government Administration Council of the Central People’s Government and under the organization of the China Council for the Promotion of International Trade/CCPIT (China Chamber of International Commerce/CCOIC). The CIETAC has sub-commissions. The CIETAC and its sub-commissions form an integrated arbitration commission that uses a uniform set of Arbitration Rules and Panel of Arbitrators.

In order to better meet the needs of development, further standardize its business management and promote its efficiency so as to provide parties with high-quality arbitration service, the CIETAC revised its Arbitration Rules in January 2012 in accordance with China’s Arbitration Law and the principles laid down in the relevant State Council’s Reply of 1988. Approved

by CCPIT/CCOIC in February 2012, the new Arbitration Rules will come into force on May 1, 2012.

As from May 1, 2012, the CIETAC Arbitration Rules (2012) shall uniformly apply to the CIETAC and its sub-commissions.

The new CIETAC Arbitration Rules (2012) have been released on the CIETAC’s official website www.cietac.org for reference.

China International Economic and Trade Arbitration Commission

Address: 6/F, CCOIC Building, 2 Huapichang Hutong, Xicheng District, Beijing 100035, P.R.China Telephone: (86-10) 8221 7788 Fax: (86-10) 8221 7766 64643500

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news

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REUTERS

East Asian powers agree on trade pact talks

By Chris Buckley and Sui-Lee Wee

China, Japan and South Korea agreed at a summit on Sunday to launch negotiations for a three-way free trade pact they said could help fend off global economic chills, but the talks are expected to be long and difficult because of decades of rivalry.

The three nations are major traders, and together accounted for 19.6 percent of global gross domestic product and 18.5 percent of exports in 2010, according to a feasibility study issued by their governments last year on the trade pact.

“Northeast Asia is the most economically vibrant region in the world,” Chinese Premier Wen Jiabao told reporters after talks in Beijing with Japanese Prime Minister Yoshihiko Noda and South Korean President Lee Myung-bak.

“The establishment of an FTA will unleash the economic vitality of our region and give a strong boost to economic integration in east Asia.”

China is the biggest trade partner of Japan and South Korea. A free trade treaty could lift China’s GDP by up to 2.9 percent, Japan’s by 0.5 percent, and South Korea’s by 3.1 percent, the official Xinhua news said in a commentary, without citing the basis for its estimates.

But agreeing on a fully-fledged pact, which has been on the table for a decade, will not be easy.

The three northeast Asian neighbours are divided by political distrust, trade barriers, and diverging investment policies, as well as regionwide worries about China’s expanding economic and military power.

The proposed treaty must also vie for attention with the United States’ push for a broader Trans-Pacific Partnership, a trade liberalisation initiative that has drawn in nine countries, with Japan also expressing interest. China and South Korea are not part of those negotiations yet.

At the summit in Beijing, the three leaders also agreed a three-way investment treaty - a stepping stone to the bigger and much more contentious goal of a free trade deal - said

Xinhua.

China’s Ministry of Commerce said on its website that the (www.mofcom.gov.cn) investment agreement will help smoothe tax, dispute resolution and other issues among the three nations.

needed in this sensitive region, not only in political affairs but also in economic ties.”

Tokyo and Beijing have long been in dispute over territorial claims in the East China Sea, where both sides stake claims to potentially valuable gas beds.

“Japan, South Korea and China play an important role in the global economic recovery,” said South Korea’s President Lee. “When the economy is in crisis, it’s more pressing to set up a free trade zone,” he told a business meeting that took place parallel to the leaders’ summit.

Intra-regional trade and investment levels between China, Japan and South Korea were “much lower” than levels in the European Union or across the North American Free Trade Agreement area.

Beijing also faces insistent demands from Tokyo and Seoul to put more pressure on North Korea, whose nuclear weapons ambitions and rocket tests have alarmed the region.

The plan for a three-way northeast Asian free trade pact jostles alongside other proposals to enhance regional economic flows, especially the Obama administration’s promotion of the Trans-Pacific Partnership.

Policy-makers in Beijing worry that U.S. influence could erode Chinese sway across the region.

Japan’s Prime Minister Noda said he saw no conflict between the two trade negotiation proposals.

“We will promote the TPP and the trilateral FTA in parallel,” Noda told reporters.

“These efforts can be mutually reinforcing to each other.”

LONG JOURNEY AHEAD Yet even host China acknowledged the negotiations on a three-way trade agreement to begin are likely to be difficult.

“The conclusion of the feasibility study in 2011 and the nearly finalization of the threeway investment treaty has paved the way for launching the FTA talks, but that only marks one step forward along the long negotiation journey,” Xinhua said.

“More importantly, political trust is badly

(Additional reporting Terril Yue Jones and SuiLee Wee in Beijing and Mari Saito in Tokyo; Editing by Sanjeev Miglani)

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ENERGY & RESOURCES

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REUTERS/Tim Wimborne

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ENERGY & RESOURCES

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A CLEANER ASEAN ALTHOUGH DWARFED BY THE MUCH LARGER CLEAN ENERGY MARKET THAT IS CHINA, SOUTHEAST ASIA IS SLOWLY BUT SURELY FINDING ITS FEET AS AN UPCOMING RENEWABLE ENERGY HUB. DESPITE OBSTACLES IN THE FORM OF HIGH ENTRY COSTS, UNDERDEVELOPED INFRASTRUCTURE AND AN UNCERTAIN REGULATORY ENVIRONMENT, THE ASEAN REGION SHOWS GREAT PROMISE IN SECTORS LIKE SOLAR, WIND AND GEOTHERMAL ENERGY, FINDS RANAJIT DAM

I

n clean energy investments, as in many other industries, China stands head and shoulders above much of the world. As the world's largest consumer of energy, it is poised to spend $473.1 billion on clean energy investments between the years 2011 and 2015, according to the country’s 12th five-year plan, which aims for an installed solar energy capacity of 10 gigawatts by the end of that period. Research

by Harvard University suggests that wind power could meet China’s entire electricity demand by 2030, and the country is also focused on developing nuclear power, hydropower, and shale gas.

The unfortunate aspect of numbers this big is that they tend to obscure the clean energy revolution that has started brewing in Southeast Asia, which has become a miniature but growing hub of renewable energy activity in recent months. In Malaysia, for example, MEACP, a joint venture between Malayan Banking Bhd and private equity firm Middle East & Asia Capital Partners, is also raising $500 million for clean energy ventures with a focus on Asia. Japan's Panasonic Corp has agreed to build a new solar manufacturing base in Malaysia, joining German solar companies Conergy AG and Q-Cells SE in running manufacturing facilities in the country.

Elsewhere, U.S. solar water and polysilicon company MEMC Electronic Materials Inc is building 51 solar power projects in Thailand, with the U.S. government agency Overseas Private Investment Corp (OPIC) agreeing to lend $250 million for the project. Japan steel trader Sumikin Bussan Corp has said it will invest nearly $100 million for a solar plant in Thailand, while the U.S. Export-Import Bank has agreed to lend $1 billion to fund wind power projects in Vietnam. Indonesia, which passed the $1 billion mark in clean energy investment in 2010, recorded a whopping 520 percent growth in investment gains last year, particular in geothermal energy, where it owns some 40 percent of the world’s reserves. “There has been a marked recent increase of investment and financing in renewable energy in this region,” say Giles T. Cooper and Oliver Massmann, Vietnam-based partners at Duane

Morris & Selvam. “It is apparent that developing regulatory frameworks and quantifiable project results are driving interest from highquality investors, who are taking a fresh look at the region.”

One such investor is Armstrong Asset Management, a newly-established independent clean energy asset manager that is set to launch its first fund, the Armstrong South East Asia Clean Energy Fund. The PE vehicle aims to provide development capital to smallscale renewable energy and resource efficiency projects in Southeast Asia. With a target size of up to $150 million, the 10-year fund will invest in small-scale infrastructure projects in Malaysia, Thailand and Indonesia and other Southeast Asian emerging markets. “We are particularly excited by the prospects for solar investments in Thailand and Malaysia,” says Andrew Affleck, Singapore-based managing partner at Armstrong Capital Management. “(Also) we remain optimistic more supportive tariffs will soon be enacted in Indonesia, and possibly the Philippines, allowing us to further diversify country risk.” Additionally, Affleck cites small hydro power and wind as promising sectors that his fund will be considering.

GOVERNMENT SUPPORT One of the biggest factors behind the growth of renewable energy activity in the region

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ENERGY & RESOURCES has been government backing of projects as ASEAN economies pick up steam. The International Monetary Fund has forecast that Southeast Asia's five biggest economies will grow a combined 5.2 percent in 2012 – compared with 1.8 percent in the United States and a contraction of 0.5 percent in Europe – and governments across the region are moving to meet the energy needs of an economically booming area. For example, Malaysia is targeting more than 3,140 megawatts of new renewable energy capacity by 2020, according to Reuters, with the help of a feed-in tariff (FIT) structure that pays energy producers premium rates. Indonesia, meanwhile, wants an ambitious 15 percent of its energy to come from renewables by 2025.

“We think that most governments in SEA are serious in their ambitions to develop renewable energy,” say Cooper and Massmann.

“They set out very ambitious targets for developing renewable energy, together with implementing financial and non-financial incentives to investors in the renewable energy area.” They cite the example of Vietnam, where according to the Power Master Plan VII issued in 2011, the government has explicitly stated its aims to prioritise the development of renewable energy sources for electricity production and raise the percentage of electricity produced from these energy sources to 4.5 percent by 2020. The government has also introduced an electricity FIT for wind energy, which enables wind energy developers to be paid a standard rate of $7.8 cents per kWh. “Although such subsidy remains insufficient for outside investors to make a profit by itself, taken with the other subsidies available for the alternative energy sector, foreign investors remain cautiously optimistic going forward,” says Quoc A. Vuong, foreign attorney-at-law at Tilleke & Gibbins in Vietnam.

Audray Souche, Hanoi-based senior legal adviser with DFDL and member of the firm’s regional project finance, energy, and infrastructure practice group, says that there are a number of factors behind the recent push for renewable energy from the authorities.

“First of all, there are the rising costs for energy from more conventional, fossil-based sources,” she says. “Then, there is the massive appetite for growth among Southeast Asian countries. Finally, there is also a growing awareness about the environment, although that is not a big factor.” Also, Souche says that after the nuclear disaster in Japan last year, governments have become increasingly concerned about achieving energy self-sufficiency.

ASIAN LEGAL BUSINESS JUNE 2012

REUTERS/Vincent Kessler

MORE THAN WORDS However, government targets are not enough, says Paul Curnow, Sydney-based partner in Baker & McKenzie’s global environmental markets practice. “A government needs to explain to investors how the high costs will be covered,” he says. “It needs to take care of the next level… by providing FIT incentives – which can be offset by making allowances in the budget, or raising the price of electricity – it needs to show that it is taking it seriously.” However, even after FIT is introduced, investors have a number of project-level issues to consider.

“You might win the feed-in tariff, and you might get the support of the banks,” he says, “but will you be able to connect to the grid? Will you be able to sell electricity? These are some of the problems investors need to think about.”

It is a view echoed by David Duncan, consultant at Tilleke and Gibbins’ Bangkok office, who says he has seen quite a few promoters attempting to start projects, which ultimately do not proceed. “Though the government welcomes them and they go as far as receiving most of the preliminary regulatory approvals, it is the organisers which ultimately make the decision to drop them,” he says. “This typically arises from a lack of financing, i.e. when the people organising the projects do not themselves have the funding to carry them to fruition, and the funding sources – looking at these projects purely as investments – are understandably skeptical.”

Affleck of Armstrong Asset Management concurs that mere good intentions are not enough. “Our experience suggests that most governments in the region are keen to encourage the development of renewable energy, especially where it favourably impacts energy security and reduces expensive fuel imports. The challenges they face include implementing effective, transparent frameworks attractive to private investors, providing appropriate funding for FIT programmes, and unifying roles and responsibilities across multiple government bodies and departments,” he says. “Governments are generally being supportive towards renewable energy implementation. But it is imperative that policy is transparent, cost sustainable and implemented with good governance.”

THE ATTRACTION OF ASEAN Nevertheless, there are a number of reasons why clean energy investors have begun flocking to Southeast Asia. Curnow says that one

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of the reason foreign investors would choose the region over China is that the investment is still at nominal levels, making for a more attractive market structure. “For example, if you look at wind power, the Chinese market is completely saturated,” he says. “In comparison, there are plenty of new investment-worthy projects in countries like Vietnam, Thailand and the Philippines.” Also, since projects in the region are smaller, there is a much greater chance of replicating them,” Curnow adds.

Vuong of Tilleke & Gibbins says that ASEAN offers a great opportunity for investment diversification. “The ASEAN nation bloc represents a diversified, skilled, and stable region for clean energy investors to consider,” he says. Cooper and Massmann agree. “Companies should think of opportunity and risk diversification option, rather than putting all their investments in China and India only,” they say. “In addition, there is less competition in this area, which means that investors can take advantage of their pioneering role to press for more or better incentives, higher tariffs and/or government guarantees from Southeast Asia’s investment-friendly governments. Most importantly, these countries have stable economic growth rates and outlook, helping to ensure long-term future cash flow of the renewable energy projects.”

OBSTACLES TO RENEWABLE The path to investments in the renewable energy sector in Southeast Asia comes strewn, unfortunately, with a very familiar set of problems.

According to Reuters, investors complain of confusing regulatory frameworks and complicated tax and labour laws. Additionally, weak infrastructure drives up costs for project developers, and inefficient

ENERGY & RESOURCES

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power grids discourage deployment of renewable energy in areas requiring power supply. It adds that competition is also toughening up, with local companies willing to slug it out with international players; an example of this is the Philippines, where smaller private firms and family-run companies like Aboitiz Power Corp and the Lopez Group’s Energy Development Corp are acquiring power assets and aggressively bidding for contracts.

According to Duncan of Tilleke & Gibbins, the primary obstacle to investing in renewable energy projects is that the vast majority of such projects are not economically sustainable on their own, depending heavily on government subsidies, whether in the form of grants, tax credits, or FITs. “In most jurisdictions, the programmes which provide for these subsidies are continually changing,” he says. “For example, perhaps a tariff ‘needed’ for a particular project might no longer be on offer in two years’ time once the project is actually complete and ready to generate; this is disastrous for investors.” He worries that renewable energy, which was in vogue a few years ago, is losing the interest of the public, and thus may become less of a priority for

An employee of PT Indonesia Power walks near a thermal pipe at Kamojang geothermal power plant near Garut. REUTERS/Beawiharta Beawiharta

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ENERGY & RESOURCES

ASIAN LEGAL BUSINESS JUNE 2012

“UNTIL TECHNOLOGY IMPROVES TO MAKE EACH CATEGORY OF RENEWABLE ENERGY ECONOMICALLY SUSTAINABLE, OR UNTIL TRADITIONAL ENERGY SOURCES RISE IN PRICE TO THE EXTENT THAT RENEWABLE ENERGY BECOMES COMPARATIVELY LESS EXPENSIVE THAN TRADITIONAL SOURCES, INVESTORS WILL LIKELY CONTINUE TO FACE THE UNCERTAINTY AND INSTABILITY INHERENT IN DEPENDING ON SUBSIDIES WHICH ARE VERY POLITICISED.” DAVID DUNCAN, Tilleke & Gibbins governments. “Until technology improves to make each category of renewable energy economically sustainable, or until traditional energy sources rise in price to the extent that renewable energy becomes comparatively less expensive than traditional sources, investors will likely continue to face the uncertainty and instability inherent in depending on subsidies which are very politicised,” Duncan adds.

Affleck believes that regulatory frameworks in some countries could be improved. “In many countries, electricity prices remain part-subsidised and FITs are required if renewables are to become a competitive alternative,” he says, adding that high valuations is also an issue. “Sustained economic growth in the region has often led to greater expectations, and in some cases we have found this has led to valuation challenges in prospects we have assessed,” Affleck says.

“Compared to China and India, there have been less investor exit precedents, and this partly accounts for these valuation differences.”

Finally, he says that as many of Southeast Asia’s renewable projects have been carried out on the back of existing carbon projects as part of carbon credits schemes, the collapse of the carbon market in Europe “has also impacted the viability of some sectors, leaving some assets significantly devalued, if not stranded altogether.”

Vuong says that corruption also rates among the biggest problems investors face. “Although positive policies are in place nationally, their implementation locally (and most importantly) is pell-mell at best and non-existent at worst,” he says. “The lack of adequate policy oversight and/or regulatory guidance nationally lends itself to corruption locally from officials looking to profit from such a vacuum.”

THE FUTURE IS BRIGHT, LITERALLY Aside from geothermal energy in Indonesia, industry experts agree that one of the brightest spots in ASEAN’s renewable energy scene is solar power. “Solar is promising because of the major advances made in solar technologies, and continually decreasing prices to manufacture this technology,” says Duncan. “While it is still quite expensive right now, if trends continue, it will soon be in range to be economically viable.”

According to Souche, the existence of high solar radiation points in countries like Thailand, Vietnam and the Philippines means this is a region with abundant potential for solar power. Then there is the issue of falling costs: Due in part to the Chinese manufacturing, the price of photovoltaic panels, which capture the sun’s rays, has fallen by about 60 percent or more since 2008. “These are jurisdictions that are very cost-sensitive,” she says. “Cheaper solar panels make a big difference.”

For Curnow as well, the next few years will see solar coming to the fore. Additionally, he expects to see investment opportunities growing as a result of governments aggregating projects. “Some projects are currently just too small to elicit investor interest,” he says.

“Fifty-megawatt projects are obviously going to be more alluring than five-megawatt projects, which make up many of the clean energy projects. Any government that can aggregate these small projects

into a larger investment opportunity will see interest increase.” Curnow says we will see more public-private partnership models in this space, as well as involvement of organisations like the Asian Development Bank.

As for Affleck, he expects to see a number of developments over the next few years. “We anticipate solar and wind equipment costs to continue to fall,” he says. “We expect to see more small hydro plants constructed in Indonesia, the Philippines and parts of Malaysia as they provide a logical, renewable power solution for regions with problematic grid access. We would hope to see a solar reflective tariff introduced in Indonesia, and the implementation of the renewables legislation in the Philippines.”

However, despite the positive predictions for the growth of the renewables industry, Duncan points out that realistically, it will not be possible for wind, solar, hydro, and biomass to meet much of the energy demands of the Southeast Asian countries even by optimistic projections. Thus, the region will be dependent on natural gas, liquefied petroleum gas, and probably nuclear power.

“Renewable energy is a political football, and the primary reason it is funded is due to public interest, which itself is largely fuelled by NGOs and the media,” he says. “However, as public interest in renewable energy continues to dwindle, so too will government policies to encourage renewable energy. From a practical standpoint, other energy sources are far more promising to the future of the region.”

Duncan notes that Thailand, as with other countries, has nuclear plans to meet the growing demand for energy and this could be revolutionary for Southeast Asia, both in terms of generation capacity, and in terms of a cheap source of energy. “Nuclear energy is crucial to filling a big void in energy supply of Southeast Asia; energy security is a component of national security,” he says.

“As such, it will be very interesting to watch the collision of national (energy) security and NGO interests with respect to the nuclear energy issue, particularly given the proximity in time to Fukushima.”

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news

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REUTERS

Analysis: Geography, not economy, counts in China’s rebalancing

By Nick Edwards

Reuters - A gleaming new $1.4 billion airport extension, a $5.2 billion bullet train and Samsung’s planned $7 billion electronics plant, touted as the largest single high-tech foreign investment in China, are sure signs of economic intent in ancient Xi’an.

Along with a $1.4 billion subway, a cranecluttered skyline and rapidly rising tower blocks shrouded in industrial smog that cloaks the 3,000-year old former dynastic capital, they show that fixed asset investment remains the main route to growth for China - trod for three decades and likely for decades to come.

For all of China’s talk of economic rebalancing to shield it from internal and external risks, the only real re-orientation in the medium term is geographic - shifting infrastructure spending west to replicate rewards reaped by 30 years of coastal development.

That is likely to stoke concerns already voiced by the International Monetary Fund about China’s unprecedented rate of investment spending and confound investor expectations that rebalancing would be a swifter shift towards the consumption-driven growth of developed economies - not 20 more years of inland infrastructure creation.

“There are experiments everywhere in China. Some good points emerge and the best points are what the centre tries to identify and encourages others to learn from,” Zhang Wei Wei, a leading scholar of China’s development model who was translator to its architect - Deng Xiaoping - told Reuters.

China’s rise, in Zhang’s analysis, depends on a conscious effort by Beijing to perfect an urban development model that eases rural poverty and cements power in the capital.

It implies fixed asset investment on a scale as enormous as that which has generated around half of China’s growth in the last decade - when it amassed a foreign reserves fortune of $3.3 trillion, became the world’s second-largest economy, the biggest exporter and the most important driver of global growth.

Indeed, intensive urbanization is the only way Xi’an and dozens of similar cities can grow fast enough for the Communist Party to make good on pledges to raise incomes for the poor and achieve social stability, thereby justifying its grip on power.

During the 2005-2010 five-year plan, av-

erage annual urban income in Xi’an roughly doubled to 22,244 yuan ($3,530). The plan is to double it again by 2015. But that still leaves wages way behind Shanghai’s 71,874 yuan average - China’s highest.

STRATEGIC OBJECTIVE China’s ‘Go West’ development strategy, in its second decade after generating $325 billion in investment since its launch in 2000, is the manifest example of the China model in action and ample evidence to long-term investors of its durability.

“It is a conscious strategic objective,” said Gang Zou, general manager in Xi’an for Applied Materials, the world’s largest chipfabrication equipment maker and an investor so important it is mentioned by name in the municipality’s latest five-year plan - the cornerstone of government policy.

“The first 10 years of the ‘Go West’ policy helped Xi’an build the infrastructure to be ready to take more opportunities in the second 10 years,” Zou told Reuters on a tour of Applied’s $300 million research, development and training facility - and the world’s biggest privately-owned solar cell R&D laboratory.

Applied, which has operated in China for 28 years, generated $2.5 billion of its $10.5 billion global revenues in the country in 2011 - a cool $1 billion more than it billed there in 2010.

No wonder Samsung is following suit with an investment in a plant to make memory chips that will total $7 billion over several years - or 11.5 percent of Xi’an city’s entire 2011 GDP. Samsung, like Applied, cites clearplanned, infrastructure-led urban development as a key reason for investing in a city that boasts one of the highest research institute and university campus concentrations in China.

Sustained spending though risks a further increase in internal economic imbalances already at levels that worry the IMF. “Our fear is that China continues to invest so heavily as a share of GDP over the next four or five years that vulnerabilities begin to emerge,” said Murtaza Syed, the IMF’s chief representative in China.

World Bank data shows gross fixed capital formation, which covers in investment

in things like buildings, roads, bridges, railways, airports, industrial equipment and machinery, rose to 45.4 percent of GDP from 36.3 percent between 2002 and 2010.

No economy of China’s size has ever maintained investment at such a rate for such a sustained period before. The IMF believes it could stay around 45 percent for the next five years.

“What concerns us is how this capacity is absorbed. Either it goes into the global market, or it is absorbed domestically, or it leads to non-performing loans,” Syed said.

COMPOSITION KEY The composition of the investment is key.

That’s why Beijing is determined to keep curbs on property speculation that it imposed two years ago after 4 trillion yuan ($635 billion) of fiscal stimulus injected in the wake of the 2008-09 global financial crisis sparked frenzied development.

It’s a lesson in how fixed asset spending can go wrong. The determination to avoid a repeat is so strong that growth is being sacrificed short term, with analysts citing property curbs as the main reason why 2012 is set to see China’s slowest economic growth since 1999 - albeit at 8.2 percent.

Productive, efficient assets like essential infrastructure and globally competitive factories are welcome. Building too much speculative capacity, particularly real estate, could backfire if they lead to bad debts and the recapitalization of the banks left holding them.

Xi’an plans to increase fixed asset investments by 26 percent in 2012. Between 2005 and 2010, the value of such spending rose four-fold compared with the previous five years.

Wolfgang Weil, chief operating officer at Xi’an Xianyang International Airport, reckons his new 20 million passenger-capable terminal and second runway - able to accommodate the Airbus A380 superjumbo jet - is part of a virtuous cycle.

The rest of this report can be found on Reuters.com

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JAPAN 2012

Country at the crossroads

japan Country Report

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Despite the rebuilding taking place following the earthquake last year, these are difficult days for the Japanese economy. The once-invincible manufacturing sector has lost out to Chinese and South Korean challengers, the workforce is ageing, and the yen has made merciless gains in the past few years. Alison Harley talks to lawyers and other professionals about the trends they see, the bright spots in the market and what they think is the road ahead

J

apan’s problems are well documented: Years of deflation, an ageing population, a strong yen, the March 2011 earthquake, tsunami and nuclear meltdown, a record trade deficit of $54 billion, and a net debt GDP ratio that “places it in a slightly better position than Greece, but worse than Italy,” says Professor Mitsuhiro Fukao, Professor of Economics, Faculty of Business and Commerce, Keio University. However, there is an increasing sense of cautious optimism about the world’s thirdlargest economy. “Around 2 percent of Japan’s GDP was disrupted by the earthquake, tsunami and nuclear disaster,” says Fukao. “The direct impact of the earthquake was much smaller than the global financial crisis in 2008 and 2009. The economy is rebounding.”

“The March 2012 Bank of Japan Tankan survey on market sentiment shows a definite improvement over December 2011 and the GDP seems to be on the up, albeit slowly,” says Junzaburo Kiuchi, corporate partner at Freshfields Bruckhaus Deringer’s Tokyo office.

“We see 2012 being a better year than 2011,” says Stephen Bohrer, counsel at Nishimura & Asahi. “Things began to look brighter by the end of 2011, and that momentum has continued. Overall the business climate, which translates into legal work, has improved.”

REUTERS/Yuriko Nakao

Growth trends “Outbound M&A is a very hot topic, and the current boom looks to continue for the rest of the year and beyond,” adds Kiuchi. “In 2011, Japanese companies made around 800 cross border acquisitions valued at over $89 billion. This was the largest number of cross border M&A deals on record since 2000. We would expect this trend to continue and surpass 2011.” ”Japanese companies are very active (in) looking at overseas acquisitions,” agrees Kenneth Siegel, managing partner of Morrison & Foerster’s Tokyo office. “In addition to the traditionally active companies, you also see trading companies that, for many years, were unsure how they would deploy funds and expand globally, figuring out how to be important global players. These companies are now very active in outbound transactions, particularly in minerals and commodity-related transactions, which have historically not been a focus for Japanese companies.”

“The main factor driving outbound M&A is demographic issues in Japan combined with a stagnant market. If Japanese companies want to expand, the obvious choice is to go overseas,” says Kiuchi. “Japanese businesses also tend to have greater cash resources and good access to debt funding as Japanese banks tend to have strong relationships with buyers.”

Other factors, says Kiuchi, are the lack of private equity bidders which has led to less pressure in competitive bids - which many Japanese strategic investors tended to struggle with - and strong government support.

“The Japan Bank for International Cooperation (JBIC) apparently has $130 billion of credit available to lend for strategic overseas M&As and in 2009, the government established the Innovation Network Corp of Japan, which has $25 billion available with a stated aim of strategic investment in areas of environment and energy, electronics and IT, biotech and infrastructure such as water supply, railway service, and nuclear power supply.”

This outbound trend appears to extend across all sectors, “but particularly food and beverages, pharmaceuticals, and energy and resources appear to be active areas,” says Yuko Tamai, a corporate partner at

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japan Country Report Nagashima Ohno & Tsunematsu. “Japanese financial institutions are very active in expanding overseas at the moment,” adds Yoshiaki Muto, managing partner of Baker & McKenzie’s Tokyo office, “taking advantage of the strong yen, the weakened European financial state, and growing Asia-Pacific markets.”

Tamai lists India, Indonesia and other Southeast Asian countries as particular outbound “hot spots.” “The Latin American, eastern European and Asia-Pacific regions are keeping our corporate lawyers busy,” says Muto.

Nishimura & Asahi, meanwhile, has opened offices in Beijing, Singapore and Vietnam over the past 18 months which primarily cater to this outbound demand.

So what about inbound? “Inbound M&A opportunities are limited by the strong yen, weak domestic growth, and structural and legal barriers. For example, in the public M&A space, hostile takeovers are not allowed in practice; cross shareholdings by Japanese corporates act as ‘de facto’ takeover defence mechanisms,” says Kiuchi. “However, there are definitely ‘hot’ pockets in Japan, especially for the sophisticated investor. Japanese technology is likely to be an attractive area for Asian companies, in particular Chinese and Korean companies, looking to buy know-how. The recent interest in Elpida is a good example of this,” he says, referring to the Japanese chipmaker which is in acquisition talks with U.S. multinational Micron Technology, having also had interest from U.S. private equity firm TPG Capital LP, China’s Hony Capital and South Korea’s SK Hynix.

“There isn’t strong growth for new investment,’” says Muto. “However, foreign investors and companies have already built up a significant presence in Japan and there is a lot of restructuring taking place at the moment.”

“Integration of large companies as part of industry consolidation should be expected, given the current state of the Japanese economy,” says Tamai, while Bohrer adds, “I have seen a continued demand for joint venture, licensing and strategic alliance work, as they generally have a lower upfront capital requirement.“ “Distressed assets are also likely to be an area that attracts attention. There are also some niche inbound plays, particularly for ‘contrarian’ investors who are willing to bet against the pack, in, for instance, the real estate, TMT and pharmaceutical sectors,“ says Kiuchi.

“Real estate is another growth area,” says Muto. “There is still concern regarding the impact of the earthquake, followed by the tsunami and nuclear disaster. But it is starting nonetheless. It seems that money is coming in from those looking for an alternative to the Chinese real estate market.”

“We are seeing a number of the private equity

ASIAN LEGAL BUSINESS june 2012

funds coming back in to town,” says Siegel. “Also, some interesting project finance and development work, particularly in alternative energy.”

Energy concerns On May 5 this year, Japan shut its last operational nuclear power station. With 30 percent of its power having previously come from

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japan Country Report

requires the utilities to take power that is generated from independent power producers, and pay a set tariff,” says Siegel. “If so, it will probably be the only major country to retain this system to encourage alternative energy development. So U.S. solar companies and other alternative energy providers are now getting very interested in Japan as a potential investment opportunity.”

While alternative sources develop, imports must continue. Fukao, however sees a positive in this, saying: “What I expect is (that) the bigger demand for foreign fuel will weaken the yen somewhat, which will stimulate Japanese exports.”

But is Japan facing another summer of power shortages? A government-backed panel’s preliminary findings, based on all nuclear reactors staying offline, suggest Japan could have a power surplus of 0.1 percent in August. However, Osaka and the surrounding region are expected to see a significant shortage. “(However), unlike last year, the Japanese manufacturing sector has enough time to respond,” says Fukao. “Some are changing their production patterns, producing more in spring when there is enough power, and less in summer.” ”Demand for energy continues to be a focus for the trading houses,” says Kiuchi, examples being Mitsubishi and Mitsui’s recent deals with Australian oil and gas producer Woodside, their partnership with Shell and OAO Gazprom on the Sakhalin-2 project in Russia’s Far East, and their commercial development agreements with Sempre Energy to develop a natural gas export facility in Louisiana.

Another concern has been the stability of struggling power company TEPCO. However, these fears have been allayed thanks to the Japanese government approving a restructuring plan that will see it acquire a controlling share in the company in return for a capital injection of one trillion yen.

REUTERS/Kim Kyung Hoon

nuclear energy, and strong opposition to the stations reopening, Japan has a serious energy shortfall, which has led to a record high fiscal trade deficit attributed to increased natural gas and oil imports.

“Japan is set to adopt a feed-in tariff, which

Recovery and reconstruction The Noda administration has also agreed to a massive post disaster recovery and reconstruction budget. “The implementation of the budget is delayed. However, it will boost the public works sector of the Japanese economy in this fiscal year,” says Takahira Ogawa, Singapore-based sovereign analyst and director at Standard & Poor’s.

Another key industry that is reviving post 2011 is Japanese car manufacturing which was hit badly by not only the earthquake and tsunami, but also by the floods in Thailand. “If there is no disaster this year, the production level of cars will recover,” says Ogawa, evidenced by recent results from Honda, reporting a 60.7 percent increase in consolidated net income for the quarter ended March 31 in addition to Toyota posting net profits of 121 billion yen for the first three months of 2012 and predicting net profits of 760 billion yen by March 31, 2013.

“Tourism is coming back, particularly an increase in the number of Chinese tourists. However, the tourism industry is very small in Japan,” says Ogawa. It may be small, making up only around 7 percent of Japan’s GDP, but it is receiving a major government push with Prime Minister Noda calling it “a frontier” for Japan at the 12th World Travel and Tourism Council Global Summit in Tokyo. The Prime Minister is also encouraging “aggressive tourism promotion measures” forming part of the Ministry of Land, Infrastructure, Transport and Tourism’s Recovery and Rehabilitation Plan as part of this push. Linked to this is a recent extension of the low-cost carrier market in Japan with Peach Aviation having taken to the skies in March, Jetstar Japan and AirAsia Japan due in July and August respectively thanks to increased landing slots, the new low-cost carrier (LCC) terminals, and the promise of lowered landing fees.

Consumption tax The consumer market is also an emerging growth trend with compa-

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nies targeting “customers who have money, but will not spend it,” says Muto, particularly in the fields of high-level health care, life sciences and technology.

However, the consumer market stands to be impacted when the proposed increase to the consumption tax comes into force.

Japan’s consumption tax currently stands at around 5 percent, much lower than most European countries which have a value added tax of around 20 percent. It is this percentage of consumption tax that the Noda administration wants to raise to 10 percent to cut the budget deficit. However, it seems this may not be enough. “It is far too small (an increase) to cut the budget deficit,” says Fukao. “In order to balance, you would have to raise it by 20 points, to at least 25 percent.” One can imagine the opposition to such a hike; however, while it is not easy politically, the budget deficit is also unsustainable.

An increase is ”inevitable,” says Ogawa.

REUTERS/Handout .

“But it depends on the timing, and (the increase) alone will not solve the fundamental problem, which is the social security and pension system,” he says.

“If consumption tax is increased, consumer spending will change,” explains Bohrer. However, he does not see this impacting the demand for legal work (though domestic clients will be subject to this higher consumption tax), save that perhaps there could be a rush on large purchases, for example real estate, ahead of it being phased in.

At the same time, there is a corresponding suggestion that the corporate tax rate will go down, adds Bohrer. It is hard to know if or when this will happen. That said, it is also true that the government is very concerned about the competitiveness of Japanese companies, which would certainly be assisted by a drop in the corporate tax rate.

Legislative developments So what about other legislative changes that would impact the Japanese corporate and legal world?

“There have been recent amendments to tender offer rules that allow exchange offers to be made,” says Bohrer. “There are still some technical difficulties that have prevented this taking off, and there will have to be some further modifications. But I see this as a potential area for growth.”

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Anderson Mori & Tomotsune

Proposed Amendments to the Companies Act of Japan

S Osamu Adachi, Partner

Osamu Adachi Partner A: Anderson Mori & Tomotsune Izumi Garden Tower, 6-1, Roppongi 1-chome, Minato-ku, Tokyo 106-6036, Japan T: +81-3-6888-1078 F: +81-3-6888-3078 E: osamu.adachi@amt-law.com W: www.amt-law.com

ix years have passed since the Companies Act of Japan came into force in May 2006. In December 2011, the Ministry of Justice released an interim proposal concerning amendments to the Act to get the benefit of public consultation. The interim proposal prepared by the Working Group on the Companies Act, an advisory panel consisting of academics and experts, consists of 3 sections: corporate governance, regulation concerning parent and subsidiary companies and other proposals. I refer below to certain key topics in the interim proposal.

CORPORATE GOVERNANCE One key proposal relates to the mandatory appointment of at least one outside director. Currently, most large companies adopt a “company with board of corporate auditors” structure requiring two boards: (i) a board of directors, which is a management board making business decisions, and (ii) a board of corporate auditors, which is a supervisory board monitoring directors. While it is required that a majority of the board of corporate auditors consists of outside persons, there is no such requirement for the board of directors. This is proposed under the expectation that an outside director could enhance the supervisory function of the board of directors. However, public comment was divided over this proposal.

Another important proposal is to introduce a new governance structure, a “company with an audit and supervisory committee.” Although the Act already contains another structure, a “company with committees”, only a few companies have adopted it. Under the “company with committees” structure, executive officers manage the company while a board of directors and three committees (an audit committee, compensation committee and appointment committee) supervise the management. The new structure aims to combine the best features of the existing structures and requires only one committee in addition to a board of directors. This would be an audit and supervisory committee, to be composed of directors, a majority of whom consist of outside persons. A majority of the public comments received were in favor of this proposal.

Currently, directors/corporate auditors from a parent company are included in the definition of “outside” directors/corporate auditors. It has been proposed to amend this definition to prevent directors/corporate auditors from a parent company from being regarded as “outside” directors/corporate auditors. A majority of the public comments welcomed this proposal. The Working Group is also discussing whether to exclude directors/corporate auditors with business relations with the company from being defined as “outside” directors/ corporate auditors.

Additionally, a majority of the public comments welcomed proposals to require shareholder approval on third party allotment accompanied by a change of control and to create a procedure for shareholders to demand purchase of fractional shares in share reverse-split

situations. These proposals were made in light of recent cases where minority shareholders were exploited by these share transactions.

PARENT AND SUBSIDIARY COMPANIES The proposal to establish a multiple derivative suit procedure has met with great controversy. Currently, a shareholder in a parent company can bring a derivative action only on behalf of the parent company and not on behalf of a subsidiary. It is proposed that a shareholder in a parent company be able to bring a derivative action on behalf of a material subsidiary which is wholly owned, directly or indirectly, by the parent company. Other remedies for shareholders in a parent company regarding damaged subsidiaries have also been discussed as a substitute for or in addition to the proposed multiple derivative suits.

There was also a division in the public comments over a proposal to stipulate a parent company’s responsibility in a transaction between the parent and its subsidiary which brings about a conflict of interest. This is proposed to protect minority shareholders in the subsidiary from the parent company’s misappropriation of the subsidiary’s assets.

Another proposal is to introduce a new procedure designed for the purpose of minority cash-out. Presently, there is no such procedure and minority cash-outs are achieved by utilizing other procedures, e.g., making class shares subject to a class wide call. The proposed new procedure is designed specifically for minority cashout by a shareholder who controls 90% or more of the shares, without prejudice to the existing practice utilizing other procedures. A majority of the public comments welcomed this proposal.

FINAL DRAFT The Working Group’s discussion is still going on and it is uncertain at this point when the draft amendments will be finalized and what exact form they will take. It is often said that certain features of the Act are unique to Japan, and therefore difficult to understand for foreign investors. We can hope that the Act, once amended, will become easier to understand and more favorable not only to domestic investors and other stakeholders but also to foreign investors, and that the Japanese stock market will become more attractive to foreign investors.

Osamu Adachi is a partner at Anderson Mori & Tomotsune, who advises clients on M&A, financial transactions and regulations and other corporate matters.

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japan Country Report Another area that has been subject to recent change is the Japanese anti-monopoly law, which has been reformed regarding companies prefiling notifications to the Japanese Fair Trade Commission. The prenotification consultation system essentially has been abolished, and instead, these consultations should be made in connection with an actual filing, making the merger filing procedure more efficient and transparent, says Bohrer, adding that Japanese regulators are also taking a more proactive approach on regulation and anti-monopoly activities. As a result, compliance and dealing with the agency will be an area that companies will need to be focused on.

“We anticipate legislative action to change requirements for independent directors on boards and how disclosures are made, and potentially what kind of securities law liabilities companies will have. We suspect issues about corporate governance will follow through amendments to the Company Law.” Stephen Bohrer, Nishimura & Asahi

A potential area of change is corporate governance, following in the wake of the recent Olympus and AIJ scandals, and a continuing demand that corporate governance become more robust, says Bohrer.

“We anticipate legislative action to change requirements for independent directors on boards and how disclosures are made, and potentially what kind of securities law liabilities companies will have. We suspect issues about corporate governance will follow through amendments to the Company Law.” Japan’s Company Law, which had its last major overhaul in 2006, is currently subject to significant revision with various proposals being discussed but nothing agreed upon yet. “Whilst nothing on the magnitude of the 2006 amendments, we are expecting there to be significant changes requiring further legal work on how to implement these changes

ASIAN LEGAL BUSINESS june 2012

and what it means for companies operating in Japan,” says Bohrer.

How quickly these amendments will come in to play remains to be seen. In fact, they may not impact this year at all, but will be ones to watch for in 2013.

Something else to watch is the possible enacting of what is being called a Japanese version of a consumer class action system. “The impact of this possible new system is still unknown,’’ says Tamai, “but this may increase consumer-related litigation in the future. The proposal has not been submitted to parliament, but is expected to be in the current session.”

A factor that could have a major impact on Japan’s legislation would be Japan joining the Trans-Pacific Strategic Economic Partnership (TPP), a move which “(would involve) a significant ‘opening up’ and review of Japan’s legislation and regulatory framework,” according to Muto. However, the government and parties are divided on TPP, and whilst President Obama has supported Japan joining the TPP, no decision has been made. “There is no strong momentum for TPP, at least for this year,” says Ogawa.

Gaiben Law There is another potential legislative change aimed directly at lawyers – a proposed revision of the Act on Special Measures concerning the Handling of Legal Services by Foreign Lawyers or Gaiben Law which governs foreign lawyers operating in Japan. The amendment relates to the ability of gaiben (foreign lawyers) to operate through hojins, or legal entities. Being able to operate through a hojin would enable foreign firms to open more than one office in Japan, something that is currently forbidden. However, the present position is far from clear.

“The new amendment to the law proposed by the Ministry of Justice was going to permit hojins comprising gaiben, and also hojins comprising both bengoshi (Japanese attorneys-at-law) and gaiben,” explains James Lawden, Japan managing partner at Freshfields Bruckhaus Deringer and a co-chairman of the Gaiben Kyokai, the association of registered foreign lawyers in Japan. “However, a bill filed recently purports to amend the Ministry’s proposal so that only hojins comprised entirely of gaiben should be permitted,” he adds.

“It is very strange because the current law already allows GJB (registered foreign lawyers) and bengoshi (local lawyers) to form a single partnership called a joint enterprise,” says Muto. “The proposed revision is making good progress on deregulating the Japanese legal service industry, but is not a satisfactory change for international law firms already practicing in Japan,” he says.

“I do not think the change in the law is going to significantly affect how international firms practise in Japan going forward. It has levelled the playing field between international and domestic firms for the purposes of opening additional offices in Japan. But in a way, that failed to clarify the tax implications of expanding. To take advantage of the law probably requires a change of entity that might have adverse tax consequences. So until it is clear that firms can pursue this in a tax efficient way, it is probably not going to make a material difference,” says Siegel.

An area not being addressed by the current amendments is the current requirement that before being admitted as a gaiben, lawyers must spend at least two years practising outside Japan. “This is the most significant issue for us,” says Siegel. “We would like to be able to hire young attorneys and potentially have them spend their entire careers in our Tokyo office. Having to transfer attorneys who are busy to another office to meet this requirement is artificial, costly and adversely affects both attorney development and client service. This we would love to see changed.”

“We are not sure when the recent proposed amendment will be

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46

japan Country Report implemented or in what form,” says Lawden.

“We are meeting with the Ministry shortly, so we hope to have an update after that.”

2012 and beyond “Japan can change the course of its own future,” says Ogawa, “but time is getting shorter to do so.” There are undoubtedly many issues to address: the Bank of Japan is struggling to meet its price stability goal of an annual growth rate of consumer price index at 1 percent, “revolving door” prime ministers have made meaningful change difficult and now, according to a recently unveiled population clock, the nation is facing extinction in 1000 years if the birth rate does not increase. However, lawyers working in Japan have no doubt the country can, and

ASIAN LEGAL BUSINESS june 2012

will, overcome its problems.

“This is still a robust market where foreign and domestic law firms can thrive,” says Bohrer.

“There is all that gloom and doom out there, but it is not nearly as bad as it is portrayed,” says Siegel. “From a lawyer’s point of view, there are a lot of areas where we see positive trends.”

“Japan’s economy is not growing rapidly but it is growing steadily.

It is gaining its confidence back and spending again. It is healthy,” says Muto.

The Research Institute of Economy, Trade and Industry (RIETI) agrees and, barring another natural disaster or a European crash, is forecasting a 2 percent growth rate for Japan in 2012. So whilst Japan may not currently have the dynamism of China or the flare of India, it does have a quiet stoic strength that should not be underestimated.

It perhaps pays to recall the tale of the tortoise and the hare - that sometimes it is not always about being the fastest. Instead, it is about facing life’s challenges, persevering and when you reach a crossroad, choosing to move forward steadily.

岐路に立つ日本

日

本の問題は明らかだ。長年にわたるデフレ、高齢化、 円高、2011年3月11日の東日本大震災と原発のメルト ダウン、540億ドルという記録的な貿易赤字、対GDP 純債務比率は「ギリシャよりは若干良いが、イタリア より悪い」程度だと慶応大学商学部 深尾光洋教授は指摘する。 とはいえ、この世界第3位の経済大国に対しては、慎重ではある が楽観的見方が高まっている。「地震と津波、原発事故によって GPDのおよそ２％が影響を受けた。震災による直接の影響は2008 、2009年の世界的な金融危機に比べ遥かに少なく、経済は回復傾 向にある」と同氏は言う。 「2012年3月の日銀短観では2011年12月以降明らかな回復がみ られ、GDPもゆっくりではあるが回復している」フレッシュフィ ールズ ブルックハウス デリンガー法律事務所のパートナー弁護 士、木内潤三郎氏は言う。 「2012年は2011年よりも好調」と語ったのは、西村あさひ法律 事務所のカウンセル、スティーブン・ボーラー氏。「2011年末か ら状況は好転しており、その傾向は続いている。全般的に景気は上 向きで、法務分野にも反映されている」という。 成長トレンド 木内氏は「海外M&Aは非常にホットな話題で、このブームは今年 以降も続くと思われる。2011年、日本企業はおよそ800件のクロ スボーダー買収を行い、その取引総額は890億ドルを超えた。海外 M&Aの件数としては2000年以降最大となったが、この傾向が2011 年以降も継続する」と期待している。 「日本企業は海外買収に対して非常に積極的」だと言うのは、 モリソン・フォースター東京オフィス代表のケン・シーゲル氏だ。 「以前から積極的にM&Aを行ってきた企業に加えて、資金投下と 海外展開の方法が分からず長年頭を悩ませてきた商社が、遂にグロ ーバル・プレーヤーとしての重要な地位を占めるようになってき た。これらの企業は、これまで日本企業からはあまり注目されてこ なかった分野、特に鉱物資源とコモディティ関連に対して非常に積 極的な投資を行っている」という。 木内氏は、「積極的な海外投資の背景には、日本の人口問題と 国内市場の停滞がある。日本企業が成長するためには、海外へ行く しか道はない」と考える。「日本企業は多くのキャッシュを保有し

ていて、日本の銀行は買い手と強い結びつきを持っているため、借 り入れが容易」だからだ。 その他にも、未公開株式を購入する企業が少ないため、日本の 戦略投資家が苦手とする競争入札のプレッシャーが少なく、政府に よる強力なサポートもあるという。国際協力銀行（JBIC）は、戦略 的海外M&Aに1300億ドルの融資を行う準備があったのに加え、政 府は2009年に産業革新機構を設立し、投資先を定めた戦略的投資 に対して250億ドルの融資を行うとした。環境、エネルギー、エレ クトロニクスとIT、バイオテクノロジー及び水道、鉄道、及び原子 力発電などのインフラ分野が対象になると木内氏は言う。 この海外投資傾向は全てのセクターに共通しているが、長島大 野・常松法律事務所、コーポレートパートナーの玉井裕子氏は「特 に食品と飲料、製薬、エネルギー・資源で好調」とみる。 ベーカー＆マッケンジー東京事務所のパートナー、武藤佳昭氏 によれば、「日本の金融機関は現在海外進出に対して非常に積極 的。円高、欧州の財政悪化、そして勢いに乗るアジア太平洋市場を うまく利用している」という。 玉井氏は、インド、インドネシア及び他の東南アジア諸国を、 海外投資の「ホットスポット」と呼ぶ。またベーカー＆マッケンジ ーの武藤氏も、「我々の企業担当弁護士は、南米や東欧、アジア太 平洋地域の案件を多数手がけている」という。こうした海外投資需 要に応えるため、西村あさひ法律事務所はこの18カ月で北京、シン ガポール、ベトナムにオフィスを新設した。 国内向けの投資に関しては、「円高、国内成長の鈍化、そして 構造的・法的障害が原因で、国内向けM&Aの機会は非常に限られ ている。例えば、株式の公開買い付けの場合、敵対的買収は現実に は認められておらず、日本企業間の株式持ち合いは〈事実上〉の買 収防衛策となっている」とフレッシュフィールドの木内氏は指摘す る。「とはいえ、日本にも洗練された投資家向け〈ホット〉ポケッ トは確実に存在している。日本のテクノロジーは、ノウハウを得た いと思っている中国や韓国などのアジア企業にとって魅力ある分 野。最近のエルピーダに対する興味がそのよい例」と米国の多国籍 企業マイクロン・テクノロジーによる日本のチップメーカー買収話 を例にあげた。この会社の買収には、米国プライベートエクイティ 会社TPGキャピタル、中国のホニー・キャピタル、韓国のSKハイ ニックスも興味を示した。

WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business

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47

Nagashima Ohno & Tsunematsu

Myanmar - the country called the final frontier in Asia It is our mission to boldly expand our service area to where our clients need help.

Myanmar, where further development is highly expected due to recent democratization, is the center of attention among Southeast Asian countries. However, it is also true that many Japanese companies are reluctant to expand their operations there due to the lack of information of Myanmar’s legal system.

Nagashima Ohno & Tsunematsu, as the foremost provider of international commercial legal services, has been providing legal support to Japanese companies that 犬島 伸能 弁護士（パートナー） Nobuyoshi Inujima Partner A: Nagashima Ohno & Tsunematsu Tokyo Office Kioicho Building, 3-12 Kioicho, Chiyoda-ku Tokyo 102-0094, Japan T: +81-3-3288-7000 F: +81-3-5213-7800 E: info@noandt.com W: www.noandt.com

A: Nagashima Ohno & Tsunematsu New York Office (Nagashima Ohno & Tsunematsu NY LLP) Carnegie Hall Tower, 152 West 57th Street, 37th Floor, New York New York 10019-3310, U.S.A. T: +1-212-258-3333 F: +1-212-957-3939 E: info@noandt.com W: www.noandt.com

are expanding their operations overseas, by proactively maximizing the use of our accumulated knowledge and experience that has been obtained through providing legal services in cross-border transactions over the years.

Also in Myanmar, we are well prepared and organized to meet wide-ranging client’s needs and provide genuinely valuable legal services to our clients, by utilizing accumulated experiences developed through interaction with prominent local law firms and from the provision of legal service for matters.

In Myanmar, called the final frontier in Asia, we will be a guide to lead our clients to the right direction.

ミャンマー - 「アジア最後のフロンティア」と呼ばれる国 依頼者のニーズがある地域に積極的にサービス領域を拡大。 最近の民主化の進展により今後の発展が期待されるミ

積極的にサポートしています。ミャンマーにおいても

ャンマーは、東南アジア諸国の中でも現在最も注目を

現地の有力な法律事務所との人的交流及び担当案件で

浴びている国です。しかしながら、同国の法制度の情

の経験を通じて、依頼者の広範囲なニーズに対応し、

報は限られており、進出に躊躇を感じる日本企業が多

真に役に立つサービスを提供することが可能な体制を

いのも事実です。

整えています。

長島・大野・常松法律事務所は、国際法律業務の

「アジア最後のフロンティア」と呼ばれるミャン

先駆として長年に亘りクロスボーダー取引などに従事

マーにおいても、私たちは依頼者の皆様のビジネスニ

してきた知識と経験を生かし、日本企業の海外展開を

ーズに適切に応えていきます。

48

japan Country Report

「新規投資にはあま り高い成長はみられない が、海外の投資家や企業 はすでに日本で重要な立 場を築いており、いま様 々な改革が起こってい る」武藤氏は言う。 また、玉井氏は「現 在の日本の経済状況を考 えれば、業界再編の一環 として大企業の統合が起 こるのは当然」とみる。 ボーラー氏も「ジョイン ト・ベンチャー、ライセ ンス契約、戦略的提携に 対して継続的な需要がみ られるのは、一般的に初 期資本が少なくてすむか ら」と分析する。 木内氏によれば、「 不良資産は注目を集め やすい分野。他の有力 投資家とは反対の銘柄 を購入する〈逆張り〉 投資家にとって、不動 産、TMT、製薬セクタ ーなどがニッチな市場と して人気だ」という。 「もうひとつの成長 分野は不動産。地震、津 波、原発事故の影響によ る不安感は未だに存在し ているものの、すでに成長は始まっている。中国の不動産市場に変 わるオプションを求めるマネーが流入している」と武藤氏はみる。 「多数のプライベート・エクイティ・ファンドが東京に戻って いる。興味深いプロジェクト・ファイナンスや開発案件が、特に代 替エネルギーの分野でみられる」とシーゲル氏も語った。 消費税 消費者市場に関しても、「資金はあるが、使わない」人たちをター ゲットにした企業を中心に急成長しており、特に高度医療やライフ サイエンス、テクノロジーの分野で顕著に見られると武藤氏は語っ た。 とはいえ、消費税の増税案が成立した場合、消費者市場への影 響は必至だ。 日本の消費税は現在５％で、多くの欧州諸国の20％にものぼる 付加価値税と比べるとはるかに低い。野田政権はこの消費税率を10 ％に引き上げて財政赤字削減に活かしたい意向だが、これでは財源 としては十分ではなく、「財政赤字の削減には程遠い」と深尾氏は 指摘する。財政赤字の解消には税率を20ポイント引き上げて、少な くとも25％にする必要があるが、そのような増税には反対の声が上 がるのは想像に難くない。増税は政治的に難しい作業になるが、財 政赤字をこのまま維持するのは不可能だという。 スタンダード＆プアーズシンガポールのソブリンアナリスト＆ ディレクター小川氏も、増税は「不可避」とみる。「問題はタイミ ング。増税だけでは社会保障や年金制度など根本的な問題の解決に はならない」という。 「消費税が引き上げられれば、消費者の行動も変わる」ボーラ ー氏はいう。とはいえ、（国内顧客は高い消費税を支払うことには なるものの）不動産などの高額商品購入が新消費税の施行直前に殺 到する可能性を別にすれば、増税が法務需要に与える影響はないと

ASIAN LEGAL BUSINESS june 2012

みている。「同時に、これに対応して法人税の引き下げを提案する 声もあるが、本当に実現するのか、またその時期については不明 だ。しかし、政府は日本企業の競争力を非常に懸念しており、法人 税の引き下げによる支援は確実に行われるだろう」同氏は語った。 では、日本企業と法曹界に影響するような法改正は他にはある のか。 「先ごろ株式公開買い付けに際した株式交換の利用を可能とす る方針が決定した。実際に施行までにはまだクリアしなくてはなら ない問題がいくつかあるが、その他の項目についての改正が見込ま れていることも含めて。私はこれを成長分野と考える」ボーラー氏 は言う。 他の分野では、独占禁止法で公正取引委員会の審査手続等に関 する改正が行われた。事前相談制度は廃止となり、代わりに届出前 相談制度が新設されて実際の届出書に関する相談が可能となるた め、より効率的で透明性の高い企業統合が可能になるとボーラー氏 はみる。日本の規制機関は、独占禁止法順守のための活動を強化し ており、その結果、企業は今後、コンプライアンス及び関連機関と の対応に注意する必要が出てくる。 「コーポレート・ガバナンスの分野では、オリンパスやAIJのス キャンダル以降、より厳格な企業統治が引き続き求められている。 社外取締役の義務化とディスクロージャの方法、証券取引法義務に 関する法改正が期待される。問題は、これらコーポレート・ガバナ ンスの課題を（日本の）会社法の改正として反映できるかどうか だ」ボーラー氏は言う。 また、日本の会社法は、2006年に大幅に改正されたものの、現 在も様々な法案が審議中で、改正の対象となる箇所が多数あるが、 どれも可決されていない。2006年大改正には及ばないものの、大 幅な改正が予測されており、改正法への対応と日本における会社経 営への影響など法務の果たす役割は大きいとみる。

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49

Toshio Kobayashi

Toshio Kobayashi Kobayashi And Todo Toshio Kobayashi, Attorney at Law

Firm Profile The firm was established in 1962 and is located in the Chiyoda-ku district in the heart of Tokyo. Near fifty years of practice, the firm has developed a solid reputation specializing in the areas of domestic and international intellectual property and antitrust law as well as offering a wide range of legal services to our Japanese and international clients.

Members Of Firm (1) Toshio Kobayashi, Attorney at law, Patent Attorney Admitted 1961, Japan. Education: Tokyo Commercial College (Hitotsubashi University); Tokyo University (LLB); Legal Training and Research Institute of Supreme Court of Japan. Author: “”Management of Trademark,” Toyo Keizai Shinpo Sha; “Directory of Industrial Property rights” Nikkan Kogyo Shinbun sha.” Practice in Trademark Law” Seirin Shoin. Member: Japanese federation of Bar Associations; Daini Tokyo Bar Association. Public Action: The prior president of Japan License Executive Society, The present vice president of Japan Trademark Association. Languages: Japanese and English. Practice areas: Intellectual Property; International Business Law. Email: kobayashi@ktandi.org (2) Terakami Yasuteru, Attorney at Law Admitted 1975, Japan. Education: Keio University(LL.B);Legal Training and Research Institute of Supreme Court of Japan. Member: Japanese federation of Bar Associations; Daini Tokyo Bar Association.

Languages: Japanese and English. Email: terakami@ ktandi.org (3) Keiichi Iwashita, Attorney at Law Admitted 1985, Japan. Education: Tokyo Commercial College ( Hitotsubashi University); Legal Training and Research Institute of Supreme Court of Japan. Member: Japanese federation of Bar Associations; Daini Tokyo Bar Association. Languages: Japanese and English. Email: iwashita@ktandi.org (4) Shin’ichi Okamura, Patent Attorney Admitted 1984 as registered Patent Attorney, Japan.

Education: Chuo University (B.L); Legal Training and Research Institute of Supreme Court of Japan. Member: Japan Patent Attorney Association. Languages: Japanese and English. Email: okamura@ktandi.org

A: Suite 310, Sanno Grand Building,14-2, Nagata-Cho 2-Chome,Chiyoda-Ku, Tokyo 100-0014, Japan T: +81-3-3580-2036 F: +81-3-3580-0789 E: office@ktandi.org

General and International Practice, Corporate, Patent, Trademark and Copyright Law, Licensing, Antitrust, Litigation.

(5) Mizuaki Sato, Attorney at Law Admitted 2000, Japan. Education: Keio University (LL.B);Legal Training and Research Institute of Supreme Court of Japan. Member: Japanese federation of Bar Associations; Daini Tokyo Bar Association. Languages: Japanese and English. Email: sato@ktandi.org

(6) Issey Mori, Attorney at Law Admitted 2010, Japan. Education: Kobe University; Law School of Keio University(LL.B); Legal Training and Research Institute of Supreme Court of Japan. Member: Japan Federation of Bar Associations; Daini Tokyo Bar association. Languages: Japanese and English; Email: mori@ktandi.org Distinctive Feature of Kobayashi and Todo as a smaller boutique firm Toshio Kobayashi has been specializing in Patent law, Utility model law, Design law, Trademark law, Unfair competition Prevention and Copy right law on the procedures of registration thereof, the litigation thereabout, the licensing agreement and settlement of such intellectual property matters.

At the same time, Yasuteru Terakami and Keiichi Iwashita have been specializing in Antitrust law for a lot of big companies in Japan and foreign countries.

In order to handle the IP and Antitrust mattes, lawyers need not only much experiences but also ever lasted study of new technology or economical change.

In this point, our law firm has self confidence to complete with the largest Japanese firms in the field of IP and Antitrust.

We believe fair use of IP rights controlled by antitrust law stimulates the ongoing productions of new inventions.

Therefore, the legal matters having relation between IP and Antitrust will be more and more increased.

50

japan Country Report

ASIAN LEGAL BUSINESS june 2012

REUTERS/KYODO Kyodo

こうした法改正がどの程度迅速に施行されるかは不明だ。実際 のところ、今年はまったく影響がないかもしれないが、2013年は 注意する必要がある。 もうひとつ「注意」が必要なのは、日本版消費者クラスアクシ ョン導入の可能性である。「この新たなシステムの影響は未知数」 と玉井氏。「しかし、今後は消費者関連の訴訟が増加する可能性が ある。この法案はまだ国会には提出されていないが、今期中に提出 される見込み」だという。 日本の法制度に大きな影響を与える可能性があるのは、環太平 洋戦略的経済連携協定（TPP）への参加だ。これによって、日本は 大規模な「市場開放」と法制度の見直しが迫られる。しかし、TPP に対する政府及び政党間の意見は割れており、オバマ大統領は日 本TPPへの参加を支持しているものの、未だに結論は出ていない。 「少なくとも今年に関しては、TPP参加への強い弾みはついていな い」小川氏はいう。 2012年以降 「日本の将来は変える事ができる。しかしそのタイムリミットが刻 一刻と迫っている」と小川氏は言う。問題が山積しているのは明ら かだ。日銀は消費者物価指数の上昇率１％という目標達成に苦労し ている。首相が「次々と入れ替わる」ような状態では、意味のある

改革を行うことは難しく、世界人口時計によると、出生率がこのま ま上昇しなければ、1000年後に日本は民族絶滅の危機に直面する ことになるという。しかし、日本で働く弁護士らは、日本にはこう した問題を解決する力があると確信している。 日本はまだまだ堅牢な市場で、国内外の事務所の成長が見込ま れる、と主張するのはボーラー氏だ。 またシーゲル氏も「悲観的な見方も残っているが、見かけほど 実態は悪くない。弁護士の視点からは、多くのポジティブな傾向が みられる」と語った。 「日本経済に急速な成長はみられないが、確実に成長してい る。市場が信頼を取り戻し、再び消費行動が始まった。これは健全 な動き」武藤氏は指摘する。 独立行政法人経済産業研究所(RIETI)では、新たな自然災害、又 は欧州経済の崩壊がなければ、2012年の成長率は2％と予測してい る。中国のような活力やインドのような勢いはないが、日本は静か で抑制された強さを持っている。これを過小評価してはならない。 ウサギとカメの物語を思い出してみればよい。常に一番乗りになる 必要はないのだ。人生の課題に粘り強く取り組み、分かれ道に来た ら、確実に前進する道を選べばよいのだから。

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Employer of choice

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ASIAN LEGAL BUSINESS june 2012

Employer of Choice methodology An online survey that asked 15 questions pertaining to a law firms’ performance as an employer was conducted between Feb. 28, 2012 and Mar. 30, 2012, and was sent out to the leading law firms and lawyers across Asia. Respondents – who ranged from paralegals to managing partners – were asked to anonymously rate their employers and provide feedback on key areas such as work/life balance, remuneration, promotion prospects and IT support, among others.

Once the survey closed, the data and responses were collected and analysed by the ALB editorial team. The numbers of respondents from a firm were evaluated in proportion to its size, after which specific responses were graded on a scale of one to three (critical – neutral – positive). The final assessment was based on a total of quantitative and qualitative results.

Law firms named “Employers of Choice” performed most strongly in their respective market.

Only law firms that were represented in the survey results were considered.

Employers of choice by jurisdiction: China

Hong Kong 1 Ropes & Gray 2 Mayer Brown JSM 3 Cleary Gottlieb Steen & Hamilton 4 Skadden, Arps, Slate, Meagher & Flom 5 Herbert Smith

India

Indonesia

Japan

Malaysia

1 Hadiputranto Hadinoto & Part- ners

1

Atsumi & Sakai

1

Zul Rafique & Partners

Daiichi Law Office

2

Rahmat Lim & Partners

2 Soewito Suhardiman Eddymurthy Kardono

2 3

Mori Hamada & Matsumoto

3

Chooi & Company

4

Raja Darryl & Loh

5

Azmi & Associates

1

Deheng Law Firm

2

Zhong Lun Law Firm

3

Han Kun Law Offices

4

Wang Jing & Co

5

R&P China Lawyers

3

Melli Darsa & Co

1 Trilegal 2

J. Sagar & Associates

3

Lall & Sethi

4

Munkur Law Partners

5

Indus Law

Philippines

Singapore

South Korea

1

1

Drew & Napier

1 Yulchon

2

Rajah & Tann

2

Bae Kim & Lee

3

Harry Elias Partnership

3

Kim & Chang

4

Allen & Gledhill

Romulo Mabanta Buenaventura Sayoc & De los Angeles

2 SyCip Salazar Hernandez & Gatmaitan 3

Accra Law

5 KhattarWong

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Employer of choice

Employer

of Choice 2012 ALB is proud to present a portion of its annual ‘Employer of Choice’ feature, in which the region’s top law firms are recognised and profiled by Candice Mak for their commitment to providing the best workplace possible for its staff. The full report of the Employer of Choice 2012 survey results will appear in a supplement feature of the ALB June issue. Stay tuned.

T

here is no market in Asia where competition for talent is not fierce. Particularly in jurisdictions such as Hong Kong and Singapore, where the pool of leading law firms seems to constantly be expanding and the supply of quality lawyers is not quite so robust. Retention is the core challenge for all law firms, and the various approaches they take range from the expected offering of market-leading remuneration packages and mentorship programmes to the less conventional “open door policy” (see the profile on Vilaf on page 66) and novel educational opportunities where lawyers can learn just about anything, from Spanish to philosophy from a celebrity (see Yulchon’s profile on page 62). The firms that have best responded to the recruitment and retention challenge are highlighted in the following

Taiwan 1

Eiger Law

2

Tsar & Tsai Law Firm

3

Lee & Li Attorneys-at-Law

Vietnam 1 Vilaf 2

LCT Lawyers

3 YKVN Lawyers

pages, as voted by their very own employees.

Over half of the survey respondents were associates and nearly a quarter were partners. Hundreds of lawyers from across the region were keen to anonymously share candid feedback about their employers. There was a healthy dose of pride, criticism, humour and sincerity in the comments. Similar to last year, the most polarised responses came in the work-life balance category. A fair percentage were adequately happy (30 percent), but a sizable portion rated their experience as “Very Poor” with comments such as “the Blackberry is my leash” and “I never go home” and “Anything less than 14 hours is considered slacking off”. Most survey respondents were kind to their employers, safely rating them within the “Excellent” to “Good” ranges. On the salary front, 43 percent gave their law firms a “Good” standing. However, 20 percent felt their compensation was anywhere from “Average” to “Very Poor”. Quite a few lawyers gave the feedback that they were not satisfied with bonuses or the transparency of how bonuses are decided. “It is a mystery, and we never know what our bonus is until we receive them,” says one. A whopping majority (82 percent) of respondents from South Korea gave their law firms a thumbs up on the remuneration question. Many commented that their salaries were above market rate, which aligns with the profiles of the respondents’ employers - all from the top echelons of the Korean market.

The supportiveness of management was given top marks, with 86 percent rating their superiors in the “Excellent” or “Good” category.

However, team collaboration achieved even more impressive numbers with 92 percent respondents expressing their happiness regarding the cooperation and teamwork they experience at their firms. The IT and Knowledge Management categories received the most amount of constructive feedback. “IT has an army, but they never take any of our calls or respond to queries,” complains one survey participant.

Another paints a picture of “dinosaur laptops” still being used. “I am afraid we have a very slow internet connection, and we are using ancient Office applications. It is embarrassing and frustrating when we are unable to open counterparty files,” says a respondent. However, based on feedback, it was the knowledge management departments that were most in need of improvement on the whole in this category.

For a full report on the results of the Employer of Choice survey, along with a more thorough look into specific feedback and comments from respondents, please stay tuned for the ALB July issue’s supplement feature.

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Employer of choice

ASIAN LEGAL BUSINESS june 2012

And the winners are….

China

Deheng Law Firm Zooming up four places from last year, Shandong-based Deheng Law Firm lands in the top spot with a tremendous positive response rate from its lawyers. With over 300 legal professionals on its roster, it is quite a challenge for the management to keep its staff focused, content and developing. However, these are tasks that the firm’s executive director, Hu Ming, says Deheng is well equipped to address. She acknowledges there are three things every lawyer needs when she says: “First the payment, which is essential for living; second is the opportunity to move up; and third is the environment of the organisation.”

Deheng guarantees a certain amount of basic payment through a corporate system, not by case commission. “We guarantee a standard life for them and a predictable pay rise every year,” says Hu. The firm also provides a well-designed development plan for its lawyers which offers quite a bit of flexibility: “We have designed a career path for them, while also respecting their own intentions. There is no ceiling. Geographically, our nationwide expansion provides them with more choices, so they can choose to be based in Jinan or Beijing if they like. Professionally, there are no extreme hurdles to join the partnership,” she says. Deheng claims a “strong firm culture” that encourages a sense of belonging. “Our organisation has a humanitarian attractiveness. We organise many activities of social responsibilities, of arts and sports. We want to create a group cohesiveness because we want our firm to be a close team,”Hu says.

Younger and mid-level lawyers are offered many opportunities to receive training, and rise up in the ranks if they want. “We have the development path to partnership for everyone who wants it,” says Hu. “I do hope more people can join.” She notes Deheng is different from many other domestic firms that set a high bar to make the partnership. “We have a mobilisation event every year to encourage people to work harder to be promoted and we discover, nurture, and escort all potential candidates.” Younger lawyers are assigned a mentor within their department, and these senior lawyers encourage feedback from their charges. “We care a lot about our employees’ needs, so we employ bridging mechanisms to exchange opinions,” says Hu. “We listen to our employees.” Apart from external trainings offered by the Bar Association, lawyers can attend internal educational lectures by partners numerous times a year. Hu also describes a “Youth Development Scheme” that supports a few of its younger lawyers every year to go and study abroad.

The firm’s remuneration system is different from its peers as well, according to Hu. Deheng has adopted the corporate system that international firms use, where lawyers receive base pay plus bonus. In sharp contrast is the fact that other Chinese firms pay by commission. “This enables a young lawyer to concentrate on improving his or her practice skills in the early years,” says Hu. “They do not need to worry about where to get cases.

As long as they complete the assigned work well, they can feel stable that their payments and bonuses are guaranteed.” This is something one respondent agrees with: “There is

a good balance between organisational systems, and freedom is allowed for individuals to achieve their highest potential.”

After disappearing behind a roster of the country’s premier law firms last year, Zhong Lun Law Firm rises above them this year to land in second place. One enthusiastic respondent comments: “I really love this place.

Zhong Lun is always getting better and greater as an employer.” Earning top marks for being a “strong training ground” for younger lawyers, other respondents praised the firm’s strong work portfolio and inspiring leadership.

Han Kun Law Offices, meanwhile, makes the Employer of Choice list for the first time and debuts up high on the third position. “I like the complete training system, excellent team leader, reasonable compensation and comfortable working environment,” says a respondent from Han Kun. Its partners are “young and international”, and work closely with their teams. The firm is credited with a resourceful IT and knowledge management team.

Hong Kong

Ropes & Gray The overwhelmingly positive comments received from associates employed by Ropes & Gray in Hong Kong catapulted this relatively young firm to first place. “I believe Ropes & Gray to be the best law firm to work for in Hong Kong,” attests one respondent. “The work is interesting. The culture is great. The office has a very collegial and collaborative spirit, and the partners are good mentors.”

Staffed with about 18 fee-earners, the mid-

Deheng Law Firm

56

Employer of choice

ASIAN LEGAL BUSINESS june 2012

Ropes & Gray, Hong Kong

sized office prides itself in having a platform that offers its lawyers exposure to a variety of work, rather than keeping associates locked down in one practice area. “Associates are encouraged to be members of more than one practice group, and to get involved in different types of transactions,” says Paul Boltz, a partner at the Hong Kong office. Another key difference resounding from the survey was how active the partners were in working with, and developing younger lawyers. Boltz says: “Our firm has a lower ratio of partners to associates, and we are a group of young, active, hands-on partners who get involved in our deals and with the associates together. There is a real commitment to on-the-job training and hands-on approach to handling things.”

A market survey found that in a highly competitive legal space like Hong Kong, Ropes & Gray is placed at the high end of the market with its compensation package. “We do want the best people,” says Hong Kong-based partner Brian Schwarzwalder. “It is our stated goal to be competitive so we can attract and retain top talent. It so easy to find bodies, but to find really good, switched-on people who are multicultural and multilingual – that is a narrow group and really competitive.”

Mayer Brown JSM, meanwhile, lands comfortably into second place, moving up two spots from last year. Its collegial work environment and training initiatives have been lauded by respondents. “My colleagues are friendly and professional, and we have

many resources available to us,” says one.

Finally, Cleary Gottlieb Steen & Hamilton cracks into the top three with favourable comments about easy-to-work-with partners and the “respect the firm shows us”, says one respondent.

India

Trilegal “Trust is the key value that Trilegal upholds and that comes through in the employer-employee relationship. It is a very good employer,” says a survey respondent about first place India winner, Trilegal, which climbed up four spots to dethrone Amarchand & Mangaldas from its two-year long perch at the top. The 12-year old firm has experienced tremendous growth in recent years, and it values its staff highly. Sridhar Gorthi, Trilegal’s managing partner, tells ALB how the firm focuses on growing talent internally, and that it works hard on retaining its talent through in-house training and grooming. “We have a different structure and approach,” he says, about the firm’s vision. “We are a complete meritocracy, and the transparency and flat meritocracy permeates through the firm and is visible to every lawyer. There is a very clear path to increasing the ownership stake in the firm.”

The reputation of the firm is very clear for new recruits fresh from law school: It is a “cool” place to work with high-quality work, rigorous and varied training, a collegial envi-

ronment and “approachable partners”. “I do like working at Trilegal,” says one commenter on the survey. “Being a corporate law firm, it is really hard to please people working for you. But I would say that my firm is doing a pretty decent job. I have knowledge of other law firms in India, and I would really prefer to be at Trilegal over any of those.” Gorthi is refreshingly forthcoming about challenges in attrition the firm experiences from time to time. But he highlights how seriously firm management considers the issue. “We are doing a lot of things to address this, like stepping up recruitment, monitoring time, monitoring weekends to make sure people are getting proper balance. It is an ongoing process. I w ill not say we have cracked it, but we are very aware of it and determined to do something about it.” One of the solutions is the installation of a workload tracker and in one office, a concierge service has been im-

“Trust is the key value that Trilegal upholds and that comes through in the employer-employee relationship. It is a very good employer.”

- survey respondent on trilegal

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Employer of choice

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second place this year, scoring highly for quality of work and work-life balance. Lall & Sethi makes its first ever appearance on our list and claims third place, with strong comments from participants about feeling valued and supported by management. One respondent has very kind words for the firm’s founder: “As an employee, I like the environment of my firm and the kind of relationships that employees have with each other. The absolute best thing about the company is Mr. Lall, who is a very nice human being and very caring of his employees.” plemented. Rubeena Mander, the firm’s senior HR manager explains: “If associates need to make personal travel bookings or pay utilities bills among other things, they can have it done through the concierge. We are trying to help the lawyers achieve a balance.”

Another bonus is that the firm’s evaluation processes are more robust, with more structured and detailed feedback offered to associates to gauge their development and work. Human resources is also more involved than at some other Indian firms. There is

extensive training offered to staff, and lawyers have access to Allen & Overy’s training and secondment programmes (thanks to Trilegal’s affiliation with the Magic Circle firm). “We are constantly finding new ways of improving programmes, and making them more fruitful for people,” says Mander. To sum up why Trilegal is ALB’s winning Employer of Choice for 2012, Gorthi remarks: “We work hard, party hard, and pay well.”

Meanwhile, jumping up one spot from last year, J. Sagar & Associates lands in

Indonesia

Hadiputranto Hadinoto & Partners “At the end of the day, the assets we have are the lawyers we have,” says Hadiputranto Hadinoto & Partners’ (HHP) recruitment partner, Nadia Nasoetion. This year, the Indonesia firm unseats Melli Darsa & Co as the country’s top Employer of Choice in our survey. Competition is quite fierce for talent in Indonesia, particularly for quality associates at the mid-level rank. This has helped

Hadiputranto, Hadinoto & Partners

58

Employer of choice

forge HHP’s approach of focusing heavily on developing associates as professionals and as individuals. “Lawyers can see the benefits of joining us because they can develop skills and develop themselves,” says Nasoetion.

There are practice-specific and soft skills trainings, along with yoga classes, sports activities and social events. There is also a mentor-mentee programme in place, which includes feedback sessions conducted by human resources in-house and externally (by Baker & McKenzie, an affiliated partner of HHP).

Management, according to Nasoetion, is very responsive to concerns about work-life balance. “We do not want to wait until our associates are burned out, so we are proactive about creating a balance.” She says every Monday morning, the partners have a meeting and they discuss the issues associates have. “Being an employer of choice means the management must have a willingness to create a good working environment and system,” says Nasoetion. Some forwardthinking approaches HHP has adopted in the past two years are flexible working hours or a work-from-home set up, especially for working mothers. “The founders of HHP are female, so they understand the challenges working mothers encounter,” says Nasoetion.

Soewito Suhardiman Eddymurthy Kardono inches into the second spot on our employer of choice rankings, moving up one place from last year. It has received positive comments from respondents for its management’s commitment to preserving a decent work-life balance for its lawyers. “I am very grateful that my employer helps take care of us all. I feel valued,” says one. Melli Darsa & Co, meanwhile, comes in third. Although a drop from its first place tiering last year, the feedback this year has been very strong.

“The firm does provide good training for lawyers,” says one respondent. Another credits the firm with having “a good culture and environment.”

Japan

Atsumi & Sakai Japan winner Atsumi & Sakai is “a very different place to work at” - and that is a good thing. Ascending four spots to reach the top, the law firm has a nimble size of approximately 100 staff. It offers employees an open and unique workplace that differs from more traditional and conservative domestic firms.

A sign of the firm’s success is reflected in its rapid expansion and recruitment of partner-

ASIAN LEGAL BUSINESS june 2012

Atsumi & Sakai

level lawyers from other Japan-based firms.

“People are coming to us,” says senior partner Hiroo Atsumi, who surmises that even though remuneration may not be the big draw, its transparent and easy-to-understand bonus structure is attractive for associates.

Partner Bonnie Dixon says other benefits the firm offers include LLM studies overseas, and training opportunities offshore. “These are huge attractions for lawyers,” she says.

“Because we have foreign partner firms, we have had a 100 percent success rate for placements. So it is a definite work qualitycareer benefit.” Atsumi & Sakai has a unique organisational structure where lawyers are not segregated by shimas or islands; a sys-

diversity than other firms,” she says. “We are very women friendly, we make accommodations for them by having very flexible employment arrangements. For skilled and intelligent women, Atsumi & Sakai is one of the better places to work.”

Mentorship programmes are not formally implemented, but they do not need to be that way because very often, senior lawyers are working directly with junior associates on all matters. “I see people getting mentored by senior partners all the time. Part of it is maybe we do not have enough people, so I work directly with associates and I cannot afford to have a really layered team,” says Dixon.

The firm has increased its headcount in

“We try to allow the lawyers as much freedom as possible. We don’t bother them about practice groups, how they dress. we encourage associates to market, and we allow people to raise ideas in meetings.” bonnie dixon, Atsumi & Sakai tem that isolates associates to one particular practice area. “We are very frank and open, we do not have factions in our firm,” says Atsumi. “Everyone belongs to two practice groups and we encourage them to join more if they wish. That is our basic policy.” This provides associates with a broader exposure to different types of work. Dixon also points out the firm’s strength in diversity - that 40 percent are women - the statistic found at every level of seniority. “We have a lot more

the past year through a number of lateral hires. This lends to the firm’s ”open” environment because “they do not come here with loyalties internally, so they cannot build a kingdom here,” says Atsumi. “My personal feeling is we have a really different structure, we are not rigid about who is here as a senior person because we have new people joining the firm all the time.” Atsumi describes the freedom the firm offers as a rarity among conservative Japanese firms. “You

Employer of choice

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can choose whatever practice area you want to join, you are quite free to cut down on fees or offer discounts to clients once you attain the approval of management,” he says. Dixon concurs: “We try to allow the lawyers as much freedom as possible. We do not bother them about practice groups, how they dress.

We encourage associates to market, and we allow people to raise ideas in meetings.”

This liberal ethos is derived from the lawyers themselves. Whereas other firms may attract a type of lawyer or personality that would fit into a more uniform culture, at Atsumi & Sakai “our people here have done weird stuff, lived in weird countries, and they bring a lot of different ways of thinking. It just flows from having the individuals here,” says Dixon. The firm has five foreign partners and their valued involvement at the senior management level means that “we are able to freely throw our ideas into a discussion, which results in a firm with a lot of hybrid approaches. The firm treats foreign partners as part of the thinking process, and this has had a powerful impact on being ‘out-of-thebox’”.

Making its first ever appearance on our Employer of Choice list, Daiichi Law Firm climbs ahead of the “Big Four” law firms.

The mid-sized firm scored well for its collaborative and stable environment. Partners are commended for being respectable and hands-on. Next up is Mori Hamada & Matsumoto. The venerable firm remains buoyed in third place, the same as last year.

Its development and training programmes were highly rated by respondents. One such respondent says: “I have the opportunity to do interesting work with other excellent lawyers.”

Malaysia

Zul Rafique & partners When Zul Rafique moved to a new building two years ago, it installed a fully-equipped gym and multipurpose space that is used as a cafeteria and classroom. These new facilities play an integral role in enhancing lawyers’ lives, and help the Malaysian firm secure its top ranking position once again as the employer of choice in its jurisdiction.

In fact, its office space and the activities organised – such as yoga classes, motivational coaching and even blood drives to give back to the community – are such a success that recruitment partner Mariette Peters-Goh has considered inviting other law firms in the vicinity to participate. What is key to the

59

firm’s approach in being a quality employer, Peters-Goh says, is “trying to create an environment for the staff that provides them with the sense of having a life even while at the firm”. The implementation of non-legal activities that enrich lawyers’ lives has been very successful, with many of them being well-attended.

On the remuneration front, Zul Rafique continues to pay above the average in the market, which its lawyers appreciate. “I feel secure because my salary is better than my peers at other firms,” notes one survey respondent. Interaction between senior partners and junior lawyers is encouraged through the firm’s in-house training programme, where seniors gives talks on their practice areas, updates and share experiences. Women feel very comfortable working at Zul Rafique with the management offering several options for working mothers, or those who are pregnant. Though these cases are evaluated on an individual basis, Peters-Goh is championing new approaches to retain its talented female associates. “I am personally looking at recommending a workfrom-home policy, or some flexible working hours at least for women here, because some issues cannot be avoided due to children and

Azmi & Associates is a full-service Malaysian law firm that was founded on the principle that we would succeed only if we deliver prompt, high-quality and cost-effective services to our clientele.

As a member of the TerraLex Network, a worldwide network of 15,000 attorneys from approximately 160 leading independent law firms located in 100 countries, Azmi & Associates aims to provide world class service in fulfilling clients’ needs and business interest with the help of other quality law firms from around the world.

Azmi & Associates believes that constant development must always be prioritized in providing legal service. We therefore commit in providing constant training to our lawyers and our other support executives and personnel through professional development and quality management programs with the aim of producing lawyers of global standards.

“Employer of Choice.”

Foreign Investment Corporate & Commercial | Global Financial Services / Islamic Banking | Capital & Debt Markets | Venture Capital | Litigation & Arbitration | Multimedia, Technology & Intellectual Property | Information and Communication Technology | Biotechnology | Real Estate, Construction, Project & Utilities | Energy, Oil & Gas | General Corporate | Fundraising & Debt Restructuring | Employment | Competition Law Visit us at http://www.azmilaw.com

- ALB 2010-2012

“2011 Leading Law Firm in Banking, Finance, Corporate and Merger & Acquisition.”

-Asia Law Profiles “2010 Top 12 Leading Legal Firms in MIFC Directory.”

With the help of more than 100 professionals and support personnel, the Firm offers world-class expertise in the areas:

-Bank Negara Malaysia

“Leading Lawyer 2011 – Islamic Banking & Finance Category” - Islamic Finance News

Azmi & Associates 14th Floor, Menara Keck Seng 203 Jalan Bukit Bintang 55100 Kuala Lumpur Malaysia Tel: +603 2118 5000 Fax: +603 2118 5111

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Employer of choice

ASIAN LEGAL BUSINESS june 2012

Zul Rafique

family,” says Peters-Goh. “Rather than losing them, many of whom are very talented, why not just keep them on whatever terms?”

Though nothing formal has been presented to the partnership for approval yet, PetersGoh is confident that in time, her ideas will come to fruition. “It can be done; I have seen it done at international firms, so it is just a matter of where there is a will, there is a way,” she says. The competition for talent in the market is very stiff, which the management at Zul Rafique is very aware of. “So this makes them very open to ideas,” says PetersGoh. Rahmat Lim & Partners debuts in the second place this year, riding a wave of positive feedback on an equal opportunities environment and comments emphasising the helpful and supportive demeanor of senior lawyers and the management. Chooi & Company, our third place finisher, is similarly appreciated by respondents for its “understanding and sympathetic partners”. The firm scored highly with young lawyers who appreciate the dedication the firm has in training and developing them.

Philippines

Romulo Romulo Mabanta Buenaventura Sayoc & De los Angeles (Romulo) boasts a statistic that is extremely rare for any law firm in Asia: In the last decade, it has not lost a single associate to another firm. “To me, that is an important indication of how the firm is as an employer,” says managing partner Perry

Pe. Associates have left, he notes, but to inhouse roles with clients rather than for a rival firm. It is not just Pe who is proud of this fact.

In this context, one respondent writes: “We have the lowest attrition rate in the Philippines. We are happy associates, and it feels like a family.” Romulo bumps last year’s winner, SyCip Salazar Hernandez & Gatmaitan from its perch to win the title of Employer of Choice 2012 for the Philippines. What is the secret to its success? For starters, the firm is extremely choosy in hiring new associates, and will bring on no more than five each year. The low number is due to the lack of turnover. According to Pe, the management has an attitude of respect towards all its staff. “We do not treat them as employees; we treat them as professionals and lawyers from day one,” he says.”I will tell my lawyers - my only advantage is my experience, but in terms of the law, you are probably smarter than I am.”

Associates can expect senior partners as mentors and the consistent flow of quality work. “I will bring my lawyers together with

a client face to face, even if it is their first deal or case,” says Pe. “Our lawyers are not just figureheads or flower arrangements; they are important to us, and they know that.”

One survey respondent writes: “The great working atmosphere at Romulo removes most of the stress of being a lawyer.”

The firm’s reputation for specialised corporate work and incentive-based salary structure makes it an attractive place of employment. “You are not tied to one paycheck per month. The harder you work and the more you participate, the more bonus you will receive,” says Pe. The managing partner is candid that Romulo rarely hires laterals because “it will break up our system. We are all so close, like a family”. The firm organically grooms and grows its talent from the early stages when they are hired as junior associates. Romulo boasts of a strong secondment and exchange programme with many top tier firms in the U.S. and elsewhere around the world. Revered Wall Street names like Wachtell Lipton Rosen & Katz, Sullivan & Cromwell and Cravath Swaine & Moore roll off Pe’s tongue as he describes where some past Romulo associates have been placed. “The firm has a very good vibe; there is no fear factor which is common with many law firms,” says one respondent for Romulo. “Management is supportive and easy to work with.”

Taking a back seat to Romulo this year is SyCip Salazar Hernandez & Gatmaitan, which remains in an enviable second place.

A common theme running through feedback

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Employer of choice

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from respondents about SyCip is the firm’s strong culture of teamwork and work environment, where associates feel like they are learning from “talented seniors”. “I am very happy being here with interesting work and colleagues as friends,” says one. Accra Law, meanwhile, smoothly transitions to third place again this year. Comments and ratings indicated the firm has an excellent IT infrastructure, and that there is a fair distribution of workload by highly-involved partners.

Singapore

Drew & Napier First place winner Drew & Napier moves up a notch from its second place standing last year with significant participation and strong, positive feedback from its staff. It is no secret that Singapore is a highly competitive market for talent, and so it is no mean feat that Drew & Napier beat out notable peers.

“Drew & Napier clearly values its staff and lawyers, and the directors go out of their way to demonstrate their appreciation for the staff and lawyers here. I am delighted to be here,” comments one respondent in the survey.

Drew & Napier

According to director Blossom Hing, the firm is “very focused on people”. While speaking to ALB, Hing and hiring director Kelvin Tan emphasised the management’s goal of providing ample training to develop its staff as both lawyers and individuals. “We work as a team and when you join us, you are joining a family,” says Tan. A popular initiative is the firm’s work-at-home programme,

where lawyers can work from home once every two weeks. “We trust our lawyers can work from home and deliver the quality work product,” says Hing.

The firm offers a cool, comfortable lounge, regular sporting and social activities, firm trips and frequent training and education opportunities. However, beyond these perks, the partners explain what drives the firm

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Employer of choice

ASIAN LEGAL BUSINESS june 2012

Yulchon

forward and permeates through its culture is the collegiality, cooperation and cohesiveness of its employees. “People on your team are like friends and family, so this makes it easy to come to work every day. You do not ‘just view them as colleagues’,” says Tan, who credits the management’s conscious efforts to replicate the small team, family-like feel the firm had in its early years when it was much smaller.

Another plus point for younger lawyers is that the track for promotion is very clear and that senior lawyers focus heavily on grooming the next generation. “We are very picky when we choose people at the outset,” says Tan. “Our duty to(wards) them is to invest efforts to ensure they are going to succeed here and have a long career here.” With the pro bono interests of associates rising in past years, the firm has recently instituted a policy that encourages its lawyers to do at least 25 hours a year. For special employee cases – such as female staff requiring longer maternity leave or a need to work remotely for an extended period of time – the management is very receptive to working out flexible arrangements that enable a lawyer to remain in the firm’s fold. “We have been quite good about flexible arrangements because different people come with different wants,” says Tan. In summary, Hing enthusiastically remarks: “At the end of the day, we really love

our firm.”

In second place is Rajah & Tann, which moves up two spots from last year. Feedback from survey respondents repeated a similar message: the firm cares about its employees.

“Rajah & Tann tries very hard to be an understanding employer and at the same time, maintain the quality of work expected of a leading law firm. The culture and philosophy of (the) management reflects very much what it promises,” says one. Another says they feel like “everyone is treated as part of this big family”. Many also had favourable comments about the incentives and development programmes the firm offers. “I feel that my employer, Rajah & Tann, is a place where I can have security and am able to grow to my best potential. This firm is a well-rounded employer that really takes care of its employees,” says a content respondent.

The Harry Elias Partnership, meanwhile, appears in third place after being notably absent from last year’s ranking. The firm is praised by a respondent for offering “great practical experience” and having directors who are approachable and “willing to do the work with us (associates)”.

South Korea

Yulchon “Yulchon is the most appropriate firm for me

among the South Korean law firms,” writes a respondent; a sentiment that is replicated by many of the firm’s lawyers who participated in our survey. Yulchon moves up two places to dethrone Kim & Chang as ALB’s Employer of Choice for South Korea this year. According to managing partner Sai Ree Yun, there are several elements of the firm’s philosophy that lend to its success as a younger, cuttingedge employer among the top domestic players.

First, the management is dedicated to retaining talent by rewarding them financially, as well as providing them with a sense of belonging and satisfaction. “We try to have a very congenial and comfortable work environment - not just in a physical sense, but also in a psychological sense,” says Yun. Second, Yulchon’s organisational approach is to cultivate a small group environment within the larger firm. “Each practice group and team is subdivided into smaller groups where each individual can feel a sense of belonging and care,” says Yun. Third, education and training is an invaluable resource for lawyers and the firm has catered to this demand with its famous Yulchon Academy, where associates can learn almost anything from a bevy of foreign languages to lectures on history, philosophy or business. The firm invites celebrities, academics, renowned businessmen and other knowledgeable personalities to

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Employer of choice

share their insights. Recently, even the firm’s clients have participated in teaching at the Yulchon Academy. “The legal profession is really one of information and knowledge. It does not cost much to share knowledge, but the productivity is very significant,” says Yun.

still very active in practice, and that they provide very strong and clear leadership. “One of the reasons I have heard from lawyers who join us from other firms is that they did not see any vision for future growth or strategy at their former employer, whereas we provide

“The best way to make our professional services more productive is to share knowledge and encourage our professionals to be motivated to continue studying and developing their skills sets, knowledge and experience.” sai ree yun, Yulchon “The best way to make our professional services more productive is to share knowledge, and encourage our professionals to be motivated to continue studying and developing their skills sets, knowledge and experience.”

Fourth, and what Yun says may be its greatest strength, is that its founding partners are

them with a clearer vision and strategy,” says Yun. One comment from a respondent confirms this: “Yulchon is very open to newcomers from other law firms, unlike other firms.

The senior lawyers are strong role models.”

Another respondent in the survey says: “I respect the senior lawyers in Yulchon.”

ASIAN LEGAL BUSINESS june 2012

In the past 12 months, the firm has been expanding – it hired 50 new lawyers, 20 of them whom were lateral hires. “We had quite a significant contingent of new lawyers joining us from other law firms in Korea, both at the partner and associate level. I believe this speaks for our reputation in terms of working environment,” says Yun. Compensation and promotion are almost exclusively based on merit, which makes the partnership track for younger lawyers very clear. Another bonus for associates are its secondment programmes. After a lawyer completes his or her LLM abroad (fully funded by the firm - a market standard for Korean law firms), they can be dispatched to international firms overseas for a year or two.

“We place a high priority on team spirit and working as a team,” says Yun. “We try to make the environment and working relationships less competitive.” A survey respondent concurs with the firm’s efforts to encourage cohesion and balance when he says: “Yulchon tries to distribute the workload in a more balanced way by the help of a computerised time checking system and

Employer of Choice 2012

SINGAPORE | CHINA | MALAYSIA* | LAO PDR | VIETNAM | THAILAND | INDONESIA * | CAMBODIA * * associate firm

www.rajahtann.com/recruitment

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constant recruitment.” Senior management at the firm is very focused on the challenge of trying to help balance work and life for its lawyers. “Yulchon is not perfect for now,” says one survey respondent. “But it is always trying to improve, which I like.” Another one says: “While it is not a number one firm yet in Korea, Yulchon is still growing fast and I am confident that this firm is going towards the right direction.”

Meanwhile, landing in a very respectable second place once again, Bae Kim & Lee gave Yulchon a good run for the title of Employer of Choice in South Korea. With an impressive amount of responses from the staff, the firm boasts of a bevy of varied development and training programmes for its lawyers, quality work, management that encourages cooperation among teams, and a favourable remuneration package. “As an employer, my firm has always been fair,” says one respondent. “They reward merit and appreciate the challenges of practice.” Another offers his take by saying: “Compared to other firms, the firm is not a bad place even though it can be hierarchical. Things work and move

Employer of choice

here, and the partners are smart, attracting top quality work.”

Finally, Kim & Chang drops down two places to third this year. But the regional powerhouse continues to win accolades from respondents for the quality of work, cream of the crop leadership, and generous (by market standards) compensation. “I cannot say

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I am unhappy with the pay, because we are among the top paid lawyers in the country,” says one respondent. Another says: “This is a firm I will be happy to stay at for at least another 20 years. The training is excellent, the client base superb, and the work selection is incomparable.”

Taiwan

Eiger Law When you visit the online website of this year’s Taiwan winner, which is Eiger Law Firm, one of the first things you will notice is the firm’s diversity. One of the key draws to the mid-sized offering, as partner John Eastwood says, is that the partnership path is transparent, attainable and “we do not play games”. One of the major challenges in the Taiwanese legal market is senior associates lacking a clear way to enter the partnership ranks at the larger, domestic firms. “We want to be a very equal opportunity employer; there are no lines between locals and foreigners. We look at the attorney’s work, their

“We don’t hide away our associates, we’re very proud of them.

Our management style is we try to help people be successful.” john eastwood, Eiger Law

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Employer of choice

acquisition; are they working hard? Are they a good leader?” asks Eastwood. “We want to be extremely straight with everyone about numbers, (and) how we count them up. The essential ingredient to the firm’s success as an employer can be summed up in one word: respect. “We have an environment where we behave respectfully toward employees. We treat people respectfully, and have an open door attitude to questions and problems,” he says.

There is a very upbeat, family-oriented vibe running throughout the firm. “We are not a law factory. We have a lot of people who have families, which makes us more efficient,” says Eastwood. “People should work hard, then go out and go live a life. The work-

management style is we try to help people be successful.” A strong element of their management approach is trust. “We trust our associates and have a good attitude that says people can do anything they can show they are ready to do. We will let them do it,” says Eastwood.

Following on Eiger’s heels is Tsar & Tsai, which received high marks from respondents for its work diversity and stable environment, where lawyers are encouraged to partake in development trainings and studies abroad.

Domestic powerhouse Lee & Li, meanwhile, lands in third place, with one of our survey respondents saying: “I am pleased to work at this firm. It is the best in the country with the top lawyers.” The firm’s brand comes across

fun balance here is pretty good; we do not want our attorneys having the typical problems of high stress professions.” The firm takes an unusual stance on the “firm trip” event that most other law firms hold. Instead of making a firm trip mandatory, no matter how exotic the locale, the partners decided instead to put the spend back into its staff’s pockets through their salary and “let them choose where they want to go on vacation”, says Eastwood.

Partners at the firm work with the younger lawyers, and are happy to mentor and develop their skills. Eastwood gives an example of how he helps associates on internationalising their tone and manner of reporting to clients. “We do not hide away our associates, we are very proud of them,” he says. “Our

strongly in feedback, and it was well regarded for its internal small group collegiality and work quality.

Thailand

This year, ALB made the editorial decision not to rank Thai firms as there was not a strong enough participation rate from the market. A minimum of five firms with at least 10 votes each were required for us to consider a table, but unfortunately, this strict threshold was not met. However, we did want to highlight that one firm in particular stood out with a number of positive comments from its participants: LS Horizon. The firm was praised for its “understanding management”, work quality and being, as one respondent said:

ASIAN LEGAL BUSINESS june 2012

“a law firm that takes care of its employees”.

Vietnam

Vilaf What stands out at Vilaf is the firm’s “open door policy” and its management’s efforts to accommodate its lawyers’ lifestyles. The Vietnamese firm climbs to first place to overtake last year’s winner, YKVN Lawyers. Vo Ha Duyen, Vilaf’s managing partner, stresses that her firm places significant emphasis on retaining the “good lawyers” at the firm. “We try to create an environment that is nurturing and accommodating, and we provide the necessary training for their practices and to keep them with us,” she says. “We want to create an environment that is flexible, friendly, and sufficient for the lawyers and staff. We want to make it feel like a family.”

Duyen explains that her management team is acutely aware as to the stresses in a lawyer’s life, and from this has stemmed the firm’s “open door policy” – where lawyers who have been with the firm for three years can take a leave of absence from six months up to two years, and then return to the position they once held if they need to take a break. “This effort is provided to offer lawyers a feeling of stability because we understand life is difficult,” says Duyen. The firm also allows flexible time schedules. As Vilaf is one of the country’s largest corporate and commercial law firms, it has an advantage in terms of headcount. “One advantage for us is our size. We have large teams, and so each can take alternate positions and have alternate people participate in one project and provide favourable support,” says Duyen. Another strength is that senior associates have an equal opportunity to be made partner, which is evident in the firm’s expansion and growing partnership. “They see they can make it to partnership,” says Duyen. “We spend a lot of time growing people to make them promotable.”

The flexible, accommodating and stable environment keeps its lawyers happy, even if salaries are not the highest in the market. “For those who need it, we arrange a system for them to stay at home to work, or work from remote access until they have recovered and can come back,” says Duyen of associates or staff who may need some time off due to illness or family issues. “We want to keep our people with us, and this provides them with some security.” Partners are en-

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Employer of choice

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Vilaf

“We want to create an environment that is flexible, friendly, and sufficient for the lawyers and staff. We want to make it feel like a family.” vo ha duyen, Vilaf

couraged to spend time with associates, and many in the junior ranks find themselves being mentored and guided informally by senior lawyers. Internal training is routinely

organised, and there are social and sports events members can attend.

Meanwhile, a new entrant from last year, LCT Lawyers, claims second place. Scoring

points from respondents for its “open workplace”, the firm provides interesting work to its staff and management is rated highly .

“My partner treats me with respect and I see this continued within the firm among other colleagues,” says one survey participant. Finally, YKVN Lawyers slips two spots to land in third place. “They do not work lawyers around the clock, and the hours are not as bad as in other firms here. Staff is valued and management treats us with respect,” says one respondent of the congenial and balanced work culture at YKVN.

Employer of the Year (Vietnam)

LCT Lawyers Level 21, Bitexco Tower 2 Hai Trieu St. District 1, HCMC T: +84 8 3821 2357 M01 Atlanta Place 49 Hang Chuoi St. Hanoi T: +84 4 6278 2768

Finalist for Vietnam – Deal Firm of the Year (ALB SEA Awards) Ranked by Chambers Asia, IFLR 1000, Asia Law, Legal 500, and PLC Which Lawyer

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china law awards

ASIAN LEGAL BUSINESS june 2012

Best of the Best

DEAL AWARDS CATEGORIES

FIRM AWARDS CATEGORIES

Award

Winner

Award

Winner

Synmax Translation Award Debt Market Deal of the Year

CNOOC bond offering

Banking Law Firm of the Year

Jun He

Corporate Citizen Law Firm of the Year

Global

Energy and Resources Law Firm of the Year

Vinson & Elkins

Synmax Translation Award Equity Market Deal of the Year

Hutchison Port Holdings Trust Singapore IPO and listing on SGX

Insolvency and Restructuring Law Firm of the Year

King & Wood Mallesons

Industrial and Commercial Bank of China Acquisition of 80 percent of Standard Bank Argentina S.A.

International Arbitration Law Firm of the Year

Baker & McKenzie

Westlaw China Award M&A Deal of the Year

IP Law Firm of the Year

CCPIT

Litigation Law Firm of the Year

Jun He

Offshore Law Firm of the Year

Maples and Calder

Disney joint venture for development of Shanghai Disneyland

Private Equity Law Firm of the Year

Fangda Partners

Real Estate Law Firm of the Year

Zhong Lun

Rising Law Firm of the Year

Tiantong & Partners

Davis Polk & Wardwell Eugene Gregor

Shipping Law Firm of the Year

Global

Tax Law Firm of the Year

Jun He

West China Law Firm of the Year

Tahota

North East China Law Firm of the Year

Deheng Law Firm

YRD Region Law Firm of the Year

Zhejiang T&C

Tianjin Law Firm of the Year

Winners

Guangdong Law Firm of the Year

Guangda

Shanghai Law Firm of the Year

Fangda Partners

Beijing Law Firm of the Year

King & Wood Mallesons

Hong Kong Law Firm of the Year

Deacons

Japanese Law Firm of the Year

Anderson Mori and Tomotsune

Korean Law Firm of the Year

Bae, Kim & Lee

Singapore Law Firm of the Year

WongPartnership

Managing Partner of the Year

King & Wood Mallesons Wang Ling

China Legal Career Award International Law Firm of the Year

Clifford Chance

China Law Firm of the Year

Jun He

TMT Deal of the Year

China Dealmaker of the Year

IN-HOUSE AWARDS CATEGORIES Award Banking and Financial Services In-House Team of the Year

Investment Bank In-House Team of the Year

Foreign Company In-House Team of the Year

Winner Bank of China

Morgan Stanley

Microsoft China

Chinese Public Company InHouse Team of the Year

Ping An Insurance

Jun He Law Offices Award SOE In-House Team of the Year

China Telecom

ALB is delighted to announce the official list of winners for ALB China Law Awards 2012, held in late March at the Park Hyatt, Beijing.

As evidenced by the breadth of the deals shortlists, the Awards celebrated an extremely robust year for lawyers in China.

The 9th annual event was presided over by Guest of Honour Dr. Zhenmin Wang - Professor and Dean at Tsinghua University School of Law and was attended by more than 250 senior inhouse counsel, solicitors, and CEOs. Jun He claimed five awards for its exclusive practices including Banking, Litigation and Tax, as well as the coveted China Law Firm of the Year. King & Wood Mallesons was awarded for its role on one winning deal, in addition to taking home the Insolvency and Restructuring Law Firm of the Year and Beijing Law Firm of the Year awards.

In addition to recognising the collective talents of law firms and in-house legal teams, the ALB China Law Awards also singled-out China’s leading individual talents. Eugene Gregor of Davis Polk & Wardwell was honoured as the China Dealmaker of the Year, while Wang Ling of King & Wood Mallesons was awarded the Managing Partner of the Year accolade.

Five firms took home two awards each on the evening including Baker & McKenzie, Davis Polk & Wardwell, Fangda Partners, Global and Zhong Lun. ALB ushered in the New Year with a redesigned and repurposed magazine and website.

Our refined new look compliments the reliable, accurate and insightful news, analysis and commentary delivered by a new team of professional legal journalists. ALB is taking full advantage of being a part of Thomson Reuters, the world’s leading source of intelligent information for businesses and professionals.

ALB wishes to thank the hundreds of legal and industry professionals who enthusiastically helped the Awards by assisting with the months of research into the industry that produced the final winners.

china law awards

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DEAL AWARDS CATEGORIES Synmax Translation Award Debt Market Deal of the Year

Synmax Translation Award Equity Market Deal of the Year

(L-R) Eugene Gregor, Davis Polk & Wardwell; Christine Chen, JP Morgan; Sandy Xie, Synmax Translation; Zhan Yue, Commerce & Finance

(L-R) Richard Wang, Freshfields; Harry Du, King & Wood Mallesons; Matthias Voss, Allen & Overy; Han Ji, Jun He; Kevin Lu, Synmax Translation

Winner: CNOOC bond offering

Winner: Hutchison Port Holdings Trust Singapore IPO and listing on SGX

Firms: Commerce & Finance; Davis Polk & Wardwell; Herbert Smith; Walkers Banks: Bank of America Merrill Lynch; Barclays; BOCI Asia; Citi; Goldman Sachs; JP Morgan

Firms: Allen & Gledhill; Allen & Overy; Freshfields Bruckhaus Deringer; Jun He; King & Wood Mallesons

FINALISTS

• CITIC Securities Global Offering

• Prada Hong Kong IPO

• Hui Xian RMB REIT IPO

• Renren US IPO

• MGM China IPO

• Shanghai Pharma H-share IPO

• Baosteel dim sum bond offering

• New China Life Insurance Hong Kong IPO

• Sino-Ocean Land Share Placement

• Beijing Enterprises Water Group bond issue

• PICC Property & Casualty Company H-share simultaneous

• Agile Property bond issue

FINALISTS • Chow Tai Fook Jewellery Group Hong Kong IPO

rights issue

• China Eastern Airlines Dim Sum bond • China SCE offshore bond issue • CITIC Pacific Hong Kong bond issuance

Westlaw China Award M&A Deal of the Year

FINALISTS • Affinity Equity Partners and Unitas Capital sale of Leader Har vest Power Technologies

• CNPC notes offering • ICBC International Securities

• AVIC acquisition of Teledyne Technologies Subsidiaries

• Country Garden notes offering

• Baring Private Equity Investment in Ambow Education • Chemspec International privatisation

• Evergrande Real Estate Group high yield bonds and RMB

• China National Agrochemical acquisition of Makhteshim Agan

denominated bonds offerings

Industries

• Financing the acquisition of two leased aircraft within Tianjin

• China Resources Pharmaceutical Group - Beijing Pharmaceuti

Bonded Area

cal Group merge

• Fosun International High Yield bonds offering • Guangzhou R&F Properties high yield bonds offering • ICBC senior notes offering • Intime Department Store high yield dim sum bond • Longfor Properties high yield bonds offering • SDIC Huajing Power convertible bonds issue • Sinopec convertible bond issuance • State of Grid bond issue • Tencent Holdings senior notes offering

• China Three Gorges Corporation Buys EDP Stakes (L-R) Thomas Ng, Linklaters; Mr Brad Hildebrandt, Hildebrandt Institute

• Intel acquisition of Infineon Technologies AG Wireless Solutions Business

Winner: Industrial and Commercial Bank of China Acquisition of 80 percent of Standard Bank Argentina S.A. Firms: Fernandez Madero & Lombardi; Hope, Duggan & Silva; Jones Day; Linklaters Banks: Credit Suisse; ICBC International Accountant: Deloitte Touche Tohmatsu

• Kirin - China Resources joint venture • Pearson acquisition of Global Education & Technology Group • PepsiCo strategic alliance with Tingyi • Ping An Bank acquisition of Shenzhen Development Bank • Shanda Interactive Entertainment privitisation • Temasek further investment in China Construction Bank

china law awards

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TMT Deal of the Year

ASIAN LEGAL BUSINESS june 2012

China Dealmaker of the Year

IN-HOUSE AWARDS CATEGORIES Banking and Financial Services In-house team of the year

(L-R) Jon Eichelberger, Baker & McKenzie; Zhu Maoyuan, Zhong Lun; Greg Liu, Paul Weiss

Winner: Disney joint venture for development of Shanghai Disneyland

Eugene Gregor, Davis Polk & Wardwell

Firms: Baker & McKenzie; Paul, Weiss; Zhong Lun

FINALISTS

Winner: Davis Polk & Wardwell Eugene Gregor

• DST investment in 360Buy.com • Ericsson purchase of Nortel Network multi service switch busi ness • France Telecom acquisition of Congo China Telecom from ZTE Corporation and Democratic Republic of Congo • JPMorgan Pre-IPO Investment in a PRC high-tech software developer state-owned company

FINALIsTS • Baker & McKenzie - Marco Marazzi • Clifford Chance - Tim Wang • Dacheng - Hongji Qian • DLA Piper - Steven Liu • Fangben - Jin Chunqing

• Lagardère sale of its magazines businesss to Hearst Corporation

• Freshfields Bruckhaus Deringer - Melissa Thomas

• Motorola sale of its networks business to Nokia Siemens net-

• Han Kun - Yinshi Cao

works in Hong Kong and China

• Linklaters - Thomas Ng

• Motorola spinoff of mobile device and home business

• Morrison & Foerster - Charles Chau

• Renren US IPO

• Paul, Weiss - Jack Lange

• Series A&B financings of XIU Holdings Limited

• Weil, Gotshal & Manges - Steven Xiang

• Shanghai Media Group acquisition and restructuring of SVA Information Industry • Siano Mobile patent litigation • Tencent - Groupon joint venture

(L-R) Yang Jie, Bank of China; Melissa Thomas, Freshfields

Winner: Bank of China FINALISTS • Agricultural Bank of China • Bank of America Merrill Lynch • China CITIC Bank • China Construction Bank • China Development Bank • ICBC • JP Morgan • New China Life Insurance • Ping An Insurance • Standard Chartered Bank

Investment Bank In-House Team of the Year

Foreign Company In-House Team of the Year

Chinese Public Company In-House Team of the Year

(L-R) Rocky T. Lee, Cadwalader, Wickersham & Taft; Gang Dong, Morgan Stanley

(L-R) Tim Cranton; Weidong Yu, Microsoft China

(L-R) Dr Wang Zhemin, Tsinghua University School of Law; Li Wei, Ping An Insurance

Winner: Morgan Stanley

Winner: Microsoft China

Winner: Ping An Insurance

FINALISTS

FINALISTS

FINALISTS

• Bank of America Merrill Lynch

• Alcatel-Lucent Shanghai Bell

• Alibaba.com

• CICC

• Caterpillar

• Beiqi Foton Motor

• CITIC Securities

• COSCO Pacific

• China Vanke

• JP Morgan

• Innovation (Beijing) Software Development

• UBS

• JP Morgan • Mary Kay (China) Cosmetics • Siemens China

china law awards

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Jun He Law Offices Award SOE In-House Team of the Year

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FIRM AWARDS CATEGORIES Banking Law Firm of the Year

Corporate Citizen Law Firm of the Year

(L-R) Xiao Wei, Jun He; Zhang Tianxu, China Telecom

Winner: China Telecom Dong Xiao, Jun He

FINALISTS

Winner: Jun He

Winner: Global

• China Southern Power Grid • Chinalco

FINALISTS

• CNOOC

• Global • Guantao • King & Wood Mallesons • Llinks • Zhejiang L&H • Zhong Lun

• Datang Telecom Technology & Industry Group • New China Life Insurance • Zhejiang Materials Industry International

Energy and Resources law firm of the year

(L-R) Liu Jinrong, Global; Angela Yao, Thomson Reuters

FINALISTS • Beijing Yingke • Deheng Law Firm • Fangda Partners • Grandall • MWE China

IP Law Firm of the Year

International Arbitration Law Firm of the Year

Zhou Zhongqi, CCPIT (L-R) Jon Eichelberger; Marco Marazzi, Baker & McKenzie; Barry Yang, Ericsson (China)

Winner: CCPIT

Winner: Baker & McKenzie (L-R) Paul Deemer, Vinson & Elkins; Hong Yuwen, China National Aviation Fuel Group Corporation; Holly Warrington, Vinson & Elkins

FINALISTS FINALISTS • Allen & Overy

• Hogan Lovells

Winner: Vinson & Elkins

• Clifford Chance

• King & Wood Mallesons

• Fangda Partners

• Linklaters

FINALISTS

• Global

• O’Melveny & Myers

• GoldenGate Lawyers

• Pinsent Masons

• Allen & Overy

• Herbert Smith

• An, Tian, Zhang & Partners • Beijing Yingke • Chang Tsi & Partners • Fangda Partners • Hofftern • Jade & Fountain • Jincheng Tongda & Neal

• Jun He • King & Wood Mallesons • Lifang & Partners • Longan • Run Ming • Tahota

• Baker & McKenzie • Clifford Chance • Global

Insolvency & Restructuring law firm of the year

• Guantao

Winner: King & Wood Mallesons

• Herbert Smith • Jun He

FINALISTS

• King & Wood Mallesons

• DeHeng Law Offices • Fangda Partners

• Linklaters

• Guantao

• Shearman & Sterling

• Llinks

• White & Case

• W&H

Huang Tao, King & Wood Mallesons

china law awards

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ASIAN LEGAL BUSINESS june 2012

Litigation Law Firm of the Year

Offshore Law Firm of the Year Winner: Maples and Calder FINALISTS • Appleby • Conyers Dill & Pearman • Ogier • Walkers

(L-R) Ye Xiaozhong, China Mobile; Kang Yi, Jun He

(L-R) Greg Knowles, Maples and Calder; Li Ling, State Grid International Development; Jenny Nip; Anthony Webster; Terence Ho, Maples and Calder

Winner: Jun He FINALISTS

Real Estate Law Firm of the Year

Shipping Law Firm of the Year

(L-R) Du Yilong, Beijing Gao Hua Securities; Zhu Maoyuan, Zhong Lun

Michael Yu, Global

• Chang Tsi & Partners • Fangda Partners • GoldenGate Lawyers • Grandall • Hofftern • Jade & Fountain • Jin Mao PRC Lawyers • King & Wood Mallesons • Llinks • Run Ming • Shanghai Kai-Rong • Tiantong & Partners

Private Equity Law Firm of the Year

Winner: Zhong Lun

Winner: Global

FINALISTS

FINALISTS

• AllBright Law Offices

• Jade & Fountain

• Beijing Yingke

• King & Wood Mallesons

• City Development

• SG & Co

• Dacheng

• Shanghai Kai-Rong

• Guantao • Jiangsu Dongheng

• Sloma & Co

• Jincheng Tongda & Neal

• Wang Jing & Co.

• King & Wood Mallesons

• Wincon

• Llinks (L-R) Brian Huang, Standard Chartered Bank (China); Michael Qi, Fangda Partners

Winner: Fangda Partners

• Tahota • Tianjin Goldenland • V&T • Zhonglun W&D

FINALISTS • Allen & Overy

• King & Wood Mallesons

• Baker & McKenzie

• Linklaters

• Clifford Chance

• Llinks

• Davis Polk & Wardwell

• MWE China

FINALISTS

• DeHeng Law Offices

• O’Melveny & Myers

• DHH

• DLA Piper

• Paul, Weiss

• FenXun

• Global

• Shearman & Sterling

• GoldenGate Lawyers

• Guangsheng & Partners

• Sheppard, Mullin, Richter &

• Hesen

• Guantao • Han Kun • Jun He

Hampton

Rising Law Firm of the Year

Winner: Tiantong & Partners

• Hofftern • Jade & Fountain • Run Ming • Shanghai Young-Ben • Tahota

(L-R) Jiang Yong and team, Tiantong & Partners; Yu Lemin, Sinochem Corporation

china law awards

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Tax Law Firm of the Year

West China Law Firm of the Year

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North East China Law Firm of the Year

Dong Xiao, Jun He Cheng Shoutai, Tahota

Winner: Jun He

(L-R) Grace Ma, Deheng Law Firm; Jennifer Jia Chen, China Investment Corporation

Winner: Tahota FINALISTS

Winner: Deheng Law Firm

• Hwuason

FINALISTS

• King & Wood Mallesons

• Exceedon & Partners

FINALISTS

• Llinks

• Solton & Partners

• Dalian Zhiku

• MWE China

• Yunnan Ba Qian

• Qilu

• Shanghai ForTran

• Zhonghao

• Wang, Wu, Yang and Ma • Wincon

YRD Region Law Firm of the Year

Tianjin Law Firm of the Year

(L-R) Zhang Tianxu, China Telecom; Shen Hai Qiang, Zhejiang T&C

Guangdong Law Firm of the Year

(L-R) Simon Bai, Winners; Yvonne Cheung, ALB

Winner: Zhejiang T&C

(L-R) Jenny Zheng, UBS Securities; Ning Zhu; Guangda

Winner: Winners

Winner: Guangda

• High Mark

FINALISTS

FINALISTS

• Jiangsu Hengzhi

• Tianjin Changfeng

• China Commercial

• Jiangsu Jin Hui Ren

• Tianjin Goldenland

• City Development

FINALISTS

• Yongheng Partners

• Guangdong Deliang

• Zhejiang DOS

• Guangdong Kings

• Zhejiang L&H

• Guanghe

• Zhejiang Zeda

• Wang Jing & Co.

Shanghai Law Firm of the Year

FINALISTS

Beijing Law Firm of the Year

FINALISTS

• AllBright Law Offices

• Beijing Yingke

• City Development

• Chang Tsi & Partners

• Grandall

• Dacheng

• Jade & Fountain

• DeHeng Law Offices

• Jin Mao PRC Lawyers

• Global

• Llinks

• Guantao

• MWE China

• Haiwen & Partners

• Shanghai ForTran

• Han Kun • Hofftern • Jincheng Tongda & Neal

(L-R) Hu Jun, Fangda Partners; Tong Liping, Shanghai Electric

(L-R) Yu Tengqun, China Railway Group; Harry Du; David Olsson, King & Wood Mallesons

Winner: Fangda Partners

Winner: King & Wood Mallesons

• Jun He • Zhong Lun

74

china law awards

Hong Kong Law Firm of the Year

ASIAN LEGAL BUSINESS june 2012

Japanese Law Firm of the Year

Korean Law Firm of the Year

(L-R) Stephen Yao, Thomson Reuters, Legal China; Hiroshige Nakagawa, Anderson Mori and Tomotsune Crisp Zhou; Deacons

(L-R) In Soo Pyo; Chang Hwa Kim, Bae, Kim & Lee

Winner: Anderson Mori and Tomotsune Winner: Deacons

Winner: Bae, Kim & Lee FINALISTS

FINALISTS

• Mori Hamada & Matsumoto

FINALISTS

• Vivien Chan & Co.

• Oh-Ebashi LPC & Partners

• Jipyong & Jisung

• Woo, Kwan, Lee & Lo

• Uryu & Itoga

• Lee & Ko

Managing Partner of the Year Singapore Law Firm of the Year

China Legal Career Award International Law Firm of the Year

(L-R) Stephen Yao, Thomson Reuters, Legal China; Wang Ling, King & Wood Mallesons

Winner: King & Wood Mallesons Wang Ling (L-R) May Wong, ALB; Christopher Chuah; WongPartnership

(L-R) Maggie Lo, Clifford Chance; Frazer Xia, China Legal Career; Tim Wang, Clifford Chance

FINALISTS

Winner: WongPartnership

• Beijing Yingke -

FINALISTS

• Global - Liu Jinrong

• V&T - Wang Jihong

• Guantao - Cui Liguo

• Zhong Lun - Zhang Xuebing

• Jun He - Xiao Wei

• Zhonglun W&D - Chen Wen

• Rajah & Tann

Xiangrong Mei

• MWE China - John Z.L.

Huang

Winner: Clifford Chance FINALISTS • Allen & Overy

China Law Firm of the Year

• Baker & McKenzie

FINALISTS

• Davis Polk & Wardwell

• AllBright Law Offices

• Freshfields Bruckhaus Deringer

• Beijing Yingke • Dacheng • Global

• Linklaters

• Guantao

• Morrison & Foerster

• Jingtian & Gongcheng • Jincheng Tongda & Neal

Winner: Jun He

• Hogan Lovells

• Grandall • Han Kun

(L-R) Andrew Goldner, ALB; Xiao Wei, Jun He; Dr Wang Zhemin, Tsinghua University School of Law

• Herbert Smith

• Paul, Weiss • Shearman & Sterling

• King & Wood Mallesons

• Skadden, Arps, Slate, Meagher & Flom

• Llinks

• White & Case

• Zhong Lun • Zhonglun W&D

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sponsors Award Sponsors China Legal Career CLC is a leading legal executive search firm with offices in Beijing, Shanghai and Hong Kong to cover the whole Greater China legal market.

We work with top US and UK law firms for their partner and associate placements, and with multinational corporations for their senior legal talent placements. We differentiate ourselves by our depth and width of our local connection, specialization in legal search and focusing on the high echelon of the market. Our recruiting consultants all come from international and legal background who adhere to the highest ethical standards and conduct searches in strict compliance with professional codes.

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Jun He Law Offices Jun He is a leading legal service provider in China. Recognized by clients, professionals and peers, Jun He provides services and, more importantly, solutions to clients.

One true partnership law firm in China, Jun He has the sound structure to ensure efficient deployment of resources in six China offices (Beijing, Shanghai, Guangzhou, Shenzhen, Dalian and Haikou) and three overseas offices (Hong Kong, New York and Silicon Valley). With a large pool of experienced professionals (128 partners and over 328 other fee earners), Jun He is committed to deliver sound judgment to handle complex commercial, structural and cultural issues involved in domestic projects and major crossborder transactions.

Contact details China Resources Building 20th Floor, Beijing 100005, P.R.China (Headquarters) Tel: +86 10 8519 1300 Fax: +86 10 8519 1350 Email: junhebj@junhe.com Website: www.junhe.com

Synmax Translation Founded in 2007, Synmax Translation has since been fully committed to providing high-quality legal translation services to international and domestic law firms, investment banks, PE/VC funds and MNCs. Most of our translation professionals have legal education in U.S./U.K. as well as in China and boast years of working experience in translating legal documents in the area of capital markets, PE/VC investments and cross-border M&A transactions. Synmax Translation seeks to be your reliable business partner and most preferred go-to service provider in addressing your needs for legal translation.

Contact details Shanghai Synmax Translation Consulting Co., Ltd. Suite 2104, Tower C, Wanda Plaza, 526 Nianjiabang Rd., Pudong New District, Shanghai 201318, PRC Mr. Kelvin Lu Toll: 400-889-1072 Direct: +86 21 3823 0421 Mobile: +86 134 8204 1399 Email: kevinlu@synmaxtrans.com Website: www.synmaxtrans.com

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Westlaw China About Thomson Reuters, Legal Thomson Reuters, Legal is a leading provider of information solutions to legal, tax, accounting, intellectual property, compliance and other business professionals, as well as government agencies. With more than 15,000 employees, Thomson Reuters, Legal has business operations in 28 countries. Thomson Reuters, Legal is the largest publishers of legal textbooks and materials. We also offer a broad range of products and services which includes electronic databases of legal, regulatory and business information and news, and software to assist lawyers and accountants with practice management functions. Thomson Reuters, Legal set up its office in China in year 2002, and we have even longer history actively providing the product and service for China local legal professionals. For more information, go to www.thomsonreuterslegal.com. cn.

About Westlaw China Westlaw China online legal database is a powerful legal research tool customized for legal professionals.

It is provided by Thomson Reuters, Legal basing on Westlaw online legal database.

Our editorial team comprises lawyers and experts with years of experience in legal work. The team has been carefully reviewing and organizing laws and regulations as well as court cases of mainland China in order to provide users with well-processed legal information and value-added data services.

Containing both a Chinese database and an English database, Westlaw China is designed not only to provide users with accurate and bilingual legal information but also to satisfy customized needs of both Chinese-speaking and English-speaking users.

Westlaw China’s content is updated on daily basis so as to ensure the currency and accuracy of the information we provide to our customers.

Contact details Beijing: +86 10 5969 5100 Shanghai: +86 21 6104 1704 Sales support: westlawchina.marketing@thomsonreuters.com Customer service: westlawchina.support@thomsonreuters.com www.westlawchina.com www.thomsonreuterslegal.com.cn www.thomsonreuters.com

Award Patrons

Alpha Search Consultants

Proudly presented by

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ASIAN LEGAL BUSINESS june 2012

SPONSORED UPDATE: CHINA Certain Rights of TV and Radio Stations in Draft Amendment to Copyright Law

CHINA

In March, 2012, the National Copyright Administration of China published a draft amendment to the Copyright Law of China (the “Draft Amendment”) and circulated it for public consultation. The Draft Amendment was prepared in an attempt to respond to challenges posed by fast advances in information technology and social development and to further align China’s copyright law with international standards.

The Draft Amendment also contained certain provisions on the rights of TV and radio stations.

PHILIPPINES

Malaysia

SINGAPORE

SPONSORED REGIONAL UPDATES

While the Draft Amendment required that a license granted by the relevant copyright holder has to be obtained before one can use works of others, it granted broad statutory license to TV and radio stations in respect of broadcasting copyrighted works that have already been published. Articles 47 and 48 of the Draft Amendment provided that TV and radio stations may broadcast copyrighted works that have already been published without permission or license of the relevant copyright holder, provided: (1) registering with the administrative copyright management department of the State Council (the “Copyright Management Department”) before the broadcast, (2) specifying the full name of the author, name of the works and source of the works at the time of the broadcast, and (3) paying usage fees to collective copyright management organizations in accordance with standards formulated by the Copyright Management Department within one month after the broadcast, and, at the same time, reporting the name of the works, the name of the author, the source of the works and other relevant information. When users of the copyrighted works file for registration of statutory licenses, the Copyright Management Department shall publish the information set forth in the relevant application on its official website. The collective copyright management organization is required to timely transfer the fees it receives to the relevant holder of the copyright and establish a system for copyright holders to check and monitor the use of their works and payment of relevant use fees, free of any charge.

In addition, Articles 37 and 38 of the Draft Amendment provided that a TV or

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radio station has the right to prohibit: (1) broadcasting by other TV and radio stations of signals containing content that are first broadcast by such TV or radio station (the “TV/Radio Programs” of such TV or radio station), (2) recording of the TV/Radio Programs of such TV or radio station, (3) reproducing recording of the TV/Radio Programs of such TV or radio station, and (4) broadcasting to the public the TV/ Radio Programs of such TV or radio station through wireless or cable means in an information network environment. The terms of protection of such rights of the TV and radio stations is 50 years, commencing from January 1 of the year immediately following the year in which the applicable TV/Radio Programs were first broadcast. The Draft Amendment, however, did not address distribution rights over information networks.

This is because the WIPO Broadcast Treaty is still under discussion.

Written by Jeanette Chan, Partner Catherine Ying, Associate Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong E: jchan@paulweiss.com T: +852 2846 0300

Sponsored REGIONAL UPDATES

SPONSORED UPDATE: SINGAPORE

NEW SGX’S LISTING RULES: DIRECTORS TO PROVIDE A CLEAN BILL OF HEALTH OF THE ISSUER? Introduction With the amendments introduced by the Singapore Exchange (“SGX”) to its Listing Rules that took effect from 29 September 2011, all issuers are now required to have a “robust and effective system of internal controls, addressing financial, operational and compliance risks”. In line with the said amendments, the new Rule 1207 (10) of the Mainboard Rules (“Rule 1207 (10)”) (for Catalist issuers, the relevant rule is Rule 1204 (10) of the Catalist Rules) requires the board of directors of an issuer, with the concurrence of the audit committee, to give an opinion in the issuer’s annual report on the adequacy of its internal controls, addressing specifically its financial, operational and compliance risks. Under this rule, all directors of an issuer, whether executive and non-executive, must take a position on those specific issues.

Recent Clarification On 16 April 2012, the SGX issued an advisory note to all issuers providing guidance on how Rule 1207 (10) ought to be complied with. The following points are noteworthy: a.

the “absence of evidence to the contrary” disclaimer would not be permissible in the opinion; b. the board of directors and the audit committee must opine on whether the internal controls are adequate to address all three areas of risk i.e. financial, operational and compliance risks; c. by making references to “its current business environment” or “business operations” without mentioning each specific area of the three areas of risk would not be acceptable; d. both the board of directors and the audit committee must opine. A “the board and the audit committee believe” statement would not be acceptable.

Conclusion Under the new Rule 1207 (10), each director of an issuer must provide a clear opinion (and can no longer issue general statements or place disclaimers when they opine) on the adequacy of the internal controls, specifically on the financial, operational and compliance risks of the issuer. As Rule 1207 (10) is still rather new and notwithstanding the SGX’s 16

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April 2012 advisory note, most issuers are still relatively unfamiliar with the full implications and implementation of this rule. It would be prudent and advisable for the directors and audit committee of any issuer to seek professional advice and assistance when they are unsure of how this rule may be complied with in any specific situation.

Written by Ms Nicole Ong Hwee Koon / Ms Chen Su Ms Nicole Ong Hwee Koon Foreign Counsel Legal Associate (Corporate Practice) Tel: (65) 6322 2235 Fax: (65) 6534 0833 E-mail: nicoleong@loopartners. com.sg Ms Chen Su Foreign Counsel Senior Legal Associate (Corporate Practice) Tel: (65) 6322 2230 Fax: (65) 6534 0833 E-mail: chenshu@loopartners.com.sg Loo & Partners LLP 16 Gemmill Lane Singapore 069254 www.loopartners.com.sg

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SPONSORED UPDATE: MALAYSIA

CHOICE OF SEAT TRUMPS CHOICE OF LAW IN INTERNATIONAL ARBITRATION Recently, the Federal Court in Malaysia had the opportunity to consider an arbitration clause in the context of a challenge to an award made in an international arbitration in The Government of India v Cairn Energy India Pty Ltd and anor [2012] 3 CLJ 423. One of the questions that arose for the Federal Court to decide was which law applied in deciding the challenge.

The challenge had been submitted to the Malaysian High Court pursuant to sections 23 and or 24 of the Arbitration Act 1952 (now repealed and replaced by the Arbitration Act 2005 which came into force on 16 March 2006). The High Court had set aside a finding of the arbitral tribunal on a particular issue on grounds that there was a manifest error of law of the face of the award. The decision was overturned by the Court of Appeal.

The parties had chosen Indian law as the proper law of the contract, English law as the law to govern the arbitration agreement and the seat of the arbitration was Kuala Lumpur.

Although the challenge to the award had been made at first instance pursuant to the provisions of the Malaysian Arbitration Act 1952, it was urged upon the court to apply the correct law notwithstanding the concession.

Thus, the Federal Court granted leave to consider whether it was proper for the Malaysian Court to apply Malaysian law exclusively to decide the scope of intervention in arbitration awards, considering that the contract provided for the laws of England to govern the arbitration agreement.

The appellant submitted that English law should apply, relying on a decision by the Indian Supreme Court in Sumitomo Heavy Industries Ltd v. ONGC Ltd AIR 1998 SC 825 which held that the “curial law” ceases to have effect once the arbitral tribunal has handed down its award, and that the enforcement process being independent of the proceedings before the arbitrator, is not governed by the curial law.

The Malaysian Federal Court was not persuaded by the decision of the Indian Supreme Court. It held that in applications to set aside arbitral awards, the curial law is

that of the seat of arbitration. Accordingly, parties must follow the mandatory rules of the seat which are subject to the jurisdiction and control of the courts of the seat of arbitration.

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 Elaine Yap Elaine Yap Partner E-mail: elaine.yap@wongpartners.com Wong & Partners Level 21, The Gardens South Tower Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Tel: (603) 2298 7888 Fax: (603) 2282 2669

ASIAN LEGAL BUSINESS june 2012

SPONSORED UPDATE: PHILIPPINES PHILIPPINE DEPARTMENT OF FINANCE REVOKES THE BINDING EFFECT OF RULINGS ISSUED BY THE BUREAU OF INTERNAL REVENUE PRIOR TO JANUARY 1, 1998 The Philippine Department of Finance, upon recommendation by the Bureau of Internal Revenue (BIR), issued Revenue Regulations No. 5-2012 (RR5-2012) establishing the BIR’s policy not to recognize the binding effect of all BIR rulings issued prior to January 1, 1998, which marks the effectivity of Republic Act No. 8424 (the Tax Reform Act of 1997 or the Tax Code). Consequently, such BIR rulings cannot be invoked as basis for current business transactions or for securing BIR opinions or rulings on tax-related legal matters.

In including even BIR rulings interpreting provisions of earlier laws incorporated into the Tax Code without any amendment, RR5-2012 seems inconsistent with the principle that “the reenactment of a statute is persuasive indication of the adoption by the legislative body of a prior executive construction,” which would support reliance upon such BIR rulings. Further, if used to justify any change in the BIR’s interpretation of well-settled tax provisions upon which foreign investors have relied, RR5-2012 may raise concerns regarding the Philippine government’s compliance with its obligation to give fair and equitable treatment to foreign investors by protecting their legitimate expectations (arising from consistent administrative interpretation) and by ensuring stability, predictability and consistency of the Philippine legal framework.

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79

Written by Arlene M. Maneja SyCip Salazar Hernandez & Gatmaitan 7/F SyCipLaw Center 105 Paseo de Roxas, Legaspi Village 1226 Makati City, Metro Manila Philippines Tel: (632) 982-3500 or (632) 982-3600 (local 742) Fax: (632) 817-3896 http://www.syciplaw.com

CHINA

PHILIPPINES Malaysia

SINGAPORE

Asian Legal Business is Asia’s leading legal magazine. Published from three regional centres, each issue is packed with news, hard hitting analysis and investigative journalism. Regional editors provide up to the minute legal and regulatory updates, while a team of dedicated journalists provide in depth analysis of all the issues facing lawyers and in-house counsel throughout the region.

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ASIAN LEGAL BUSINESS june 2012 Sponsored Update

SPONSORED UPDATE

EMERGING MARKETS

International tax

MYANMAR ENVIRONMENTAL LAW ENACTED AS INVESTORS AWAIT UPCOMING FOREIGN INVESTMENT LAW

Liechtenstein /Hong Kong Double Tax Treaty is attractive for Intellectual property owners

A

s unprecedented developments/reforms continue to occur in Myanmar – from the election of Daw Aung San Suu Kyi into parliament and the managed float of the local currency in April to the suspension of certain investment-related sanctions by the U.S. in May – and pending the formal enactment of the much anticipated new foreign investment law, an environmental law was recently enacted seeking to, amongst others, implement the country’s national environmental policy and formulate basic principles and guidelines for the systematic consideration of environmental protection issues.

The new legislation, titled as the “Environmental Protection Law”, establishes an Environmental Protection Committee (“EPC”) initially composed of the Union Minister of the Union Ministry (entrusted by the Union Government with the responsibility of handling environment related matters) as chairman and with other suitable members. The EPC’s tasks include formulating and implementing Myanmar’s national environmental policy for the protection and improvement of the environment, as well as other environment-related policies with the endorsement of the Union Government.

Further, under the new law, a general procedure is set out for the application and issuance of a permit for the carrying out of certain types of enterprise, work site, factory and work shop (collectively, “enterprise”) to be designated by the ministry in charge of environment-related matters as having an impact on the country’s environmental quality. The owner or manager of such an enterprise is required to apply for the permit in advance, in accordance with the requirements specified by the ministry. The ministry will scrutinize the application to determine whether it complies with the prescribed requirements and then make a decision on whether to issue the permit with accompanying conditions or to refuse the issuance of the permit.

It is an offence under the law to operate an enterprise, or to import, export, produce, store, transport or trade in a material that may have an environmental impact and/or are prohibited by the ministry, without the aforesaid permit. In addition, the law provides that government departments or organisations authorised to grant licences, permits or registrations to enterprises requiring the permit are directed to grant such licences, permits or registrations only to enterprises that have obtained the permit under the law. More details on the implementation of the law are expected to be issued once the ministry in charge is designated and the EPC is formed in due course.

MARLON WUI

Partner, Foreign Lawyer Kelvin Chia Partnership T: +65 6408 7921 E: marlon.wui@kcpartnership.com

U THAN MAUNG Senior Associate & Myanmar Advocate Kelvin Chia Yangon Ltd T: +951 255 399 E: utm@kcyangon.com

Kelvin Chia Partnership has an office in Myanmar, Kelvin Chia Yangon Ltd. (“KCY”), which is a full service foreign legal consultancy firm established in Yangon in 1995. The oldest foreign legal consultancy firm based in Myanmar, KCY brings together the expertise of local Myanmar-qualified lawyers and foreign consulting attorneys, in order to meet the needs of clients from various jurisdictions, particularly in complex local and cross-border transactions.

A

new tax law is applicable from 1 January 2011, whereby Liechtenstein introduced a new tax

provision on intellectual property rights. In order to make sure that the new Liechtenstein tax law is in line with the regulations on state aid set out in article 61 of the agreement on the European Economic Area (EEA), this regulation was submitted to the EFTA Supervisory Agency (ESA) and approved as compliant.

According to the new Liechtenstein intellectual property scheme, 80% of the income derived from intellectual property rights created or acquired after 1 January 2011 is tax deductible. With an ordinary tax rate of 12.5% in Liechtenstein, income from intellectual property will only be taxed at 2.5%. Not only income from licence agreements or the sale of intellectual property rights qualifies for the intellectual property scheme, the deduction can also be made if the intellectual property rights are used by the company itself. In this case, the 80% deduction applies to the income arising from the intellectual property that would have been generated if the use had been assigned to a third party. The regulation is applicable for patents rights, trademarks, designs and utility models, provided that they are registered in Liechtenstein or abroad. Prior to making the 80% deduction, associated tax-relevant expenses including write-downs on intellectual property rights can be claimed.

You will find further information regarding the new Liechtenstein tax law, including an English translation of the new Liechtenstein tax law, by clicking the below link of the Liechtenstein Tax Office: http://www.llv.li/amtsstellen/llv-stv-english_content.htm There is a Double Taxation Agreement with Hong Kong and a growing network of DTAs with other jurisdictions, which makes a Liechtenstein company an attractive location for the exploitation of intellectual property rights, used in conjunction with a Hong Kong company.

Debbie Annells, CTA (Fellow) Managing Director A: AzureTax Ltd – Suite 1010, 10/F Lippo Centre, Tower Two, 89 Queensway, Hong Kong T: +852 2123 9339 (direct line), +852 2123 9370 (main line) F: +852 2122 9209 W: www.azuretax.com, a member of AzureTax Group Supervised by the UK Chartered Institute of Taxation for purposes of anti money laundering legislation.

World’s largest trademark event en route to Dallas, then Hong Kong.

Dallas, Texas USA

135th Annual Meeting May 4–8, 2013

Working to promote and support the advancement of trademarks and intellectual property is the International Trademark Association (INTA).

INTA is a not-for-profit membership association of more than 5,900 trademark owners and professionals from more than 190 countries. The organization plays a major role in shaping global trademark policy and advancing the professional development of the trademark community.

A truly global organization, INTA is headquartered in New York City, with offices in Shanghai, Brussels and Washington, D.C. and representatives in Geneva and Mumbai.

Each year, trademark owners and professionals, academics and government officials gather in May to attend the largest intellectual property event in the world: INTA’s Annual Meeting. Touted as the most valuable and cost-effective yearly conference for trademark practitioners, the Annual Meeting offers an array of networking opportunities, high-quality educational programming, intimate roundtable discussions and world-class receptions over a span of four days.

This year, INTA held its 134th Annual Meeting in Washington, D.C. Attendance broke records, with more than 9,800 attendees meeting in one location to network, learn and collaborate.

Specifically, more than 1,500 of these attendees traveled from Asia.

The 134th Annual Meeting covered emerging and relevant topics for today’s brand owners. For example, with the 2012 Olympics approaching, practitioners discussed the challenges surround-

ing ambush marketing. The group also learned about the potential risks involved with the expected rollout of new generic top-level domain names on the Internet.

The Annual Meeting also provides a unique opportunity for governments from around the world to meet with INTA leaders to discuss trademark law and enforcement in various jurisdictions.

More governments from Asia attended the Washington, D.C. meeting than in previous years.

Officials from Australia, Japan, People’s Republic of China, Singapore, South Korea and Taiwan joined 17 other governments in attendance.

Next year, the Annual Meeting will be hosted in Dallas, Texas. The Southern city is a convenient location to travel into, and a number of Fortune 500 companies, such as AT&T, are located in the region.

In 2014, the Annual Meeting will take place in the vibrant and alluring city of Hong Kong. Plans are underway to develop a special programming track that focuses on Asia, in addition to a list of high-quality programs and educational sessions.

This will be the first time the conference will be held in Asia, and INTA is looking forward to hosting more attendees from the region.

With the Annual Meeting expanding in size and global reach, INTA will continue to provide valuable information and support to trademark practitioners. Learn more about the world’s largest network of trademark owners and professionals and INTA’s Annual Meeting at www.inta.org.

Hong Kong SAR China

136th Annual Meeting May 10 –14, 2014

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INDEX

ASIAN LEGAL BUSINESS june 2012

TV

YOUR CONTENT ON THE ALL-NEW ALB TV RAISE YOUR PROFILE Increase the visibility of your organization or an individual, through your own programming on the main channel or your branded channel.

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Edwards Wildman Palmer (in 4 association with Lister Lo Lui Choy) Accra Law 61 Allbright Law Offices 4 Allen & Overy 15 Amarchand Mangaldas Suresh A. Shroff 20 & Co Angara Abello Concepcion REgala & 20 Crus Law Offices Armstrong Capital Management 33, 34, 36 ATMD Bird & Bird 20 Atsumi & Sakai 58 AZB & Partners 20 Bae Kim & Lee 16, 65 Baker & McKenzie 16, 24, 34, 35, 36, 40, 41, 44 Bharucha & Partners 20 BN Lawyers Macau 23, 25, 26 Budidjaja & Associates Law Offices 20 Cadwalader Wickersham & Taft 8, 11 Chooi & Company 60 Cleary Gottlieb Steen & Hamilton 56 Clifford Chance 4, 17, 26, 27 Clyde & Co 18 Colin Ng & Partners 4 Commerce & Finance Law Offices 4 Conyers Dill & Pearman 4 Daiichi Law Firm 59 Deheng Law Firm 54 DFDL 34, 36 DLA Piper 18 Drew & Napier 16, 61 Duan Morris & Selvam 33, 34 Eiger Law 65 Eversheds 4

Fangda Partners 11, 20 Freshfields Bruckhaus Deringer 18, 39, 40, 41, 44 Global Law Office 20 Hadiputranto Hadinoto & Partners 57 Haiwen & Partners 4 Harry Elias Partnership 62 Herbert Smith 14 Hogan Lovells 11, 15 iGamiX 23, 24, 25 J Sagar & Associates 20 J. Sagar & Associates 57 Jun He Law Offices 20 K&L Gates 18 Kadir Andri & Parnters 20 Khaitan & Co 20 Kim & Chang 16, 65 King & Wood Mallesons 4, 5, 15 KPMG 27, 28 Lall & Sethi 57 Latham & Watkins 4, 18 LCT Lawyers 67 Lee & Ko 18 Lee & Li 66 Linklaters 4, 16 Lubis Ganie Surowidjojo 20 Mayer Brown JSM 56 MdME 23, 24, 25 Melli Darsa & Co 58 Mori Hamada & Matsumoto 59 Morrison & Foerster 39, 40, 41, 44, 46 Nagashima Ohno & Tsunematsu 11, 20, 40 Narasappa Doroswamy & Raja 20 Nishimura & Asahi 20, 39, 40, 42, 44, 46 Norton Rose 16, 27

8, 17 O’Melveny & Myers 20 Oon & Bazul 18 Orrick Herrington & Sutcliffe 18 Pinsent Masons 60 Rahmat Lim & Partners 17, 62 Rajah & Tann 20 Rodyk & Davidson 60 Romulo Law 8, 11, 54 Ropes & Gray 18 Shin & Kim 8, 20 Shook Lin & Bok 5, 18 Sidley Austin 5 Simmons & Simmons 8 Simpson Thacher & Bartlett 4, 18 Skadden Arps Slate Meagher & Flom Soewito Suhardiman Eddymurthy Kardono 20, 58 20 Stamford Law Corporation 41, 42, 44, 46 Standard & Poor’s 60 SyCip Hernandez & Gatmaitan 4 Tian Yuan Law Firm 34, 35, 36 Tilleke & Gibbins 56 Trilegal 66 Tsar & Tsai 53, 66, 67 Vilaf 11 Vinson & Elkins 4 Walkers 18 Watson Farley & Williams 4 Weil Goshal & Manges 15 White & Case 20 Wikborg Rein & Co 17 WongPartnership 67 YKVN Lawyers 20, 53, 62 Yulchon 59 Zul Rafique & Partners

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Country / Regional editors

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

China

Malaysia

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a globally oriented, full-service law firm employing over 700 lawyers worldwide. Paul, Weiss is headquartered in New York and has offices in Tokyo, Washington, D.C., Wilmington, Beijing, Hong Kong, Toronto and London.

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.

The Philippines

Singapore

Established in 1945, SyCipLaw is the largest law firm in the Philippines, with its principal office in Makati City, the country’s financial and business center, and branches in Cebu, Davao and Subic Bay. SyCipLaw combines its tradition of professional integrity and excellence with a time-tested ability to break new ground. The broad range of the firm’s expertise is reflected in its client base, which includes top corporations, international organizations and governments.

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.

Vietnam

Shanghai

Indochine Counsel is a commercial law firm focusing on business law practice in the Indochina region. Our areas of practice include: Foreign Investment, Corporate & Commercial, M&A, Securities & Capital Markets, Banking & Finance, Property & Construction, Taxation, Intellectual Property, Information Technology & Internet, International Trade, Outward Investment & Offshore Incorporation, and Dispute Resolution.

Victory Legal is a boutique legal practice in Shanghai, focusing on general corporate, corporate finance and capital markets matters. Its clients include governmental authorities, State-linked enterprises, banking and financial institutions, MNCs, SMEs and foreign law firms. The firm has extensive network across the region. It serves clients’ domestic and regional needs.

fUIJIAN Sphere Logic Partners is a mid-sized business law firm known for its offering of value, sophisticated legal solutions in a leaner approach across a range of practice areas, critical to the success of clients. We maintain an established global network with numerous law firms and relevant service providers. Our seasoned and culture-ready professionals assist clients in cross-border investment, M&A and financing, governance and daily operations, identification of business opportunities and solving of complex legal disputes.

Outbound Investment Update

The Outbound investment Updates section of ALB is sponsored by the following firms:

Europe For many decades, SZA Schilling, Zutt & Anschütz has been one of the most reputable German corporate law firms. It advises clients in nearly all areas of corporate and commercial law. The main focus of practice is on corporate law, M&A, capital markets, labor law, antitrust law, intellectual property, competition law and trust law. Clients included nine of the 30 enterprises listed on the DAX.

PRACTICE AREA AND INDUSTRY EDITORS

tHE iNDUSTRY uPDATES section of ALB is sponsored by the following firms:

Emerging Markets 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.

Intellectual property / Energy & Resources / Employment 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.

International tax AzureTax Ltd provides transparent strategic and ethical tax advice. Through our professional corporate and International, tax advisory and trustee services your tax plan is comprehensively implemented. Our advice provides you with independent innovative and rigorous solutions which deliver results and long-term accountability.

We are qualified UK, U.S., Hong Kong and PRC tax advisors and complete tax filings for UK, U.S. and Hong Kong tax returns.

Alliances

ALB enjoys alliances with the following organisations:

ACCJ

CCCJ

Established in 1948 by representatives of 40 American firms, the ACCJ, a fully independent chamber of commerce, has grown into one of the most influential business organizations in Japan, with more than 2,700 members representing more than forty countries and 1,000 companies.

Promoting the development of commerce between Canada and Japan since 1975, the Canadian Chamber of Commerce in Japan (CCCJ) is a private sector, not-for-profit business organization serving its members through communications, networking and advocacy. Representing some 33 business sectors, the CCCJ is a member-driven, member-focused organization and is the longest serving Canadian Chamber in Asia with over 300 members.

JICN

HKCCA

The Japan In-house Counsel Network (JICN) is a professional association for in-house counsel working in, or having other affiliations with, Japan. JICN offers a forum for communication between members, social and networking opportunities, legal seminars, roundtable member discussions and other activities, as well as events with other lawyer and in-house groups. Visit www.jicn.jp for more details.

The Hong Kong Corporate Counsel Association is the pioneer association run for in-house counsel by in-house counsel in Hong Kong. It provides an efficient and effective range of benefits and services for its members’ professional development, including continuing legal education, a platform for networking and the exchange of ideas, information and experiences that are unique to the in-house role.

ssca

Corporate SCCA Singapore Counsel Association

The Singapore Corporate Counsel Association or SCCA was set up in 2002. It is the pioneer association representing in-house lawyers in Singapore. http://www. scca.org.sg

IPBA 2012 New Delhi - India

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SUNDRIES

ASIAN LEGAL BUSINESS june 2012 Compiled by PAUL PIMENTEL

THE ESTIMATED AMOUNT FACEBOOK CO-FOUNDER EDUARDO SAVERIN, WHO IS BASED IN SINGAPORE, STANDS TO SAVE IN TAXES BY RENOUNCING HIS U.S. CITIZENSHIP, ACCORDING TO REPORTS IN THE WALL STREET JOURNAL

QUOTE OF THE MONTH

“THE GOVERNMENT WANTS TO KILL A MOUSE IN A RICE FIELD, BUT THEY’RE BURNING THE WHOLE FIELD.” Tjahyono Imawan, president of the Indonesian Mining Services Association on Indonesia’s recent export tax on metal ores

SOFTWARE PIRACY RATES BY COUNTRY

REUTERS/Handout

LAWYER SWOOPS IN TO SAVE LIFE

19% US

63% INDIA

72% THAILAND

77% CHINA

86% INDONESIA

Source: 2011 Global Software Piracy Study, Ninth Edition, May 2012

Virtual defendants named in Chinese lawsuits Anonymous netizens in China can be sued for rights infringement now. The Jiangxi Provincial High Court has launched a pilot programme to deal with virtual violators of rights with special courtrooms to help the plaintiff confirm the real identity of the infringer. Earlier this year, a man filed a lawsuit against a pseudonym user of an online forum, who was accused of publishing insulting words to damage his reputation and affecting his life. The court helped identify the defendant, and ordered him to delete his posts and apologise online. So next time you want to flame a fellow commenter on the “American Idol” message board, make sure you don’t do it in China

En route to visiting his cancer-stricken mother, a 25-year-old Malaysian lawyer paused to use his litigation skills – and a touch of brute force – to save a life.

Seeing a large crowd surrounding a 20-year-old man on the Penang Bridge in Malaysia, Ho Leng Hong pulled over to investigate. At the time, he was on his way to visit his mother, who is a cancer patient, at a nearby hospital.

The young lawyer spent 40 minutes persuading the man, who had just broken up with his girlfriend, to step away from the edge of the bridge. Ho even called the girlfriend’s family and highlighted his own mother’s plight against cancer to make his case.

Not leaving anything to chance however, he physically pulled the man away from the edge with the help of other bystanders, according to reports from The Star/Asia News Network.

If there is a legal role in the next Avengers movie, we know where to find our candidate.

Investment & Compliance Forum Emerging Markets

Agenda Highlights • A session on the scope and trajectory of economic growth and business investment opportunities in BRICS. • A panel discussion on market-entry challenges to business investment opportunities in emerging markets and how successful companies are managing these challenges.

• A discussion on some of the ethics and compliance issues implicated by foreign investment transactions in emerging markets with special attention to the domestic laws of China and Brazil, and the material parallels and divergences between these regimes and the Foreign Corrupt Practices Act. • A session on the risk and compliance issues presented by joint venture partnerships and strategic alliances in emerging markets.

• A session on the compliance demands posed by capital controls in select emerging market economies and how these controls impact business transactions in these markets.

• A session on the distinct investment potentials and risks associated with transactions in MENA and other frontier markets.

September 19 – 20, 2012

Event Location:

Thomson Reuters 3 Times Sq., 30th Floor New York, NY

2 Ways To Register

1.800.308.1700 www.westlegaledcenter.com Special Offers Individual – Register now with a 15% discount!

Use promo code 15EMERGING at checkout Group – Save 30% on 3 or more people registering. Call 1.800.308.1700 for more details.

A Thomson Reuters Forum Co-sponsored by Ayisi & Company

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