asian legal business (se asia) may 2009

Middle EastHow will client demands affect the industry?

Offshore firms Why they are faring better in the downturn

Special Report: SingaporeMeet the new kids on the block

ISS

UE

9.5

KOREADEAL OF THE YEAR

ALB ASIAN LEGAL BUSINESS

Deals of the Year: Korean2009

Leading in-house lawyers select the deals that have shone in Korea during the past year

PLUS:

M&A beckons in AsiaFinancial services deals get smaller, faster…

and more challenging

2009

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EDITORIal >>

Asian Legal Business ISSUE 9.5


22

in THE FiRsT PERsOn

The GFC scapegoat

The trend, it seems, is to use the global financial crisis (GFC) as a scapegoat for the failures, mistakes and discomfort being faced by businesses, governments and individuals at the moment. From the likes of Bernie Maddoff and Lehman Brothers to the proprietors of Freddie Mac and

Fannie May and the US government, all have found comfort in justifying their own foibles by suggesting that it was not they but rather economic meltdown which is to blame.

The legal industry has also seen its fair share of finger pointing and GFC scapegoating. From Heller Ehrman to Thelen and more recently on the issue of layoffs, redundancies, and salary freezes, law firms have also sought solace in the assertion that it is the broader macroeconomic climate that has catalysed such discomfort rather than anything they have done (or failed to do as the case may be).

In an interview with ALB, Bradford Hildebrandt, chairman and founder of international law firm consultants Hildebrandt International, disagrees with such views and asserts instead that law firms are as much to blame for the discomfort they are experiencing at the moment as the GFC. Hildebrandt contends that while the GFC has slowed the demand for legal services across the globe, law firms across the globe may have been able to weather the storm without needing to result to such drastic reactive cost-cutting measures if they had invested in the establishment of viable organizational structures which can effectively resolve the age old problem of costs versus revenues.

Instead of taking temporary refuge in counter-cyclical areas like litigation, insolvency and restructuring, law firms, says Hildebrandt, could have emerged from the current crisis in a much stronger financial and market position. But as much as structural change is required, just as important is attitudinal change. From things such as management style, marketing and business development to the perception of the law as a profession rather than a business, wholesale change is needed, and it is change that by no means will be easily achieved.

Hildebrandt offers law firms in the region a good starting point: look in-house. Look to establish organizational structures that are not rigid, tired or old, but dynamic. And start planning for the next crisis now so you won’t be using it as a scapegoat the next time around.

“You can’t say you’re in Asia if you’re not in China” Gibson Dunn & Crutcher’s Asia & Pacific managing partner on his firm’s plans to expand into North Asia (p43)

“The Chinese are definitely interested in investing now, and they’re not about to wait,”Mallesons Stephen Jaques’ Stephen Minns on why FDI won’t remain quiet in China for long (p45)

“The process of offshore firms taking on more jurisdictions is bound to continue and whether that be through mergers, tie ups or opening completely new offices we don’t know. But what we do know if that the process will not be scaled back”Conyers Dill & Pearman’s John Colliis on how the global financial crisis is driving expansion rather contraction for offshore law firms (p50)

Instead of taking temporary refuge in counter-cyclical areas like litigation, insolvency and restructuring, law firms could have emerged from the current crisis in a much stronger financial and market position

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4

NEws | deals >>


25 Islamic Finance

Azmi & AssociAtes

26 EmploymentFreehills

27 ITGuidAnce soFtwAre

30 REGIONAL UPDATES China•PAul weiss Philippines•syciP sAlAzAr hernAndez & GAtmAitAn

Malaysia•tAy & PArtners

Singapore•loo & PArtners

Indonesia•BtPArtnershiP

Vietnam•indochine counsel

PROFilEs 41 KhattarWong

46 Loo & Partners

58 Harneys

CONTENTs >>

contents


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

AnAlysis

8 Strategic M&AFinancialservicescompaniesarevigilantlylookingtoexpandtheiroperationsbyengaginginstrategicM&Aintheyearahead

10 Infrastructure fundsTheAsianfundsindustryisshowingvitalsignsintheeconomicgloomandmayjustbetheindustry’sbeaconinthestorm

12 Employment boostIndianfirmsarereapingthebenefitsofthecontractinglegalmarketabroadbyrecruitingtoptalentfrominternationalfirms

13 Middle East restructuring Clientsaredemandingmorefromtheirfirms,andincreasedcompetitionintheregionwillmeanfirmswillhavetolistenandlearn

FEATUREs34 ALB Special Report: Singapore 2009

ALBfindsthatSingapore’snewfirmsarenotfocusingonjusttheLionnation

42 ALB Managing Partner SeriesFindoutwhyGibsonDunn&Crutcher’sJaiPathaksaysthefirm’sAsianstrategymaybeperceivedasalittleodd

44 China FDI: Two-way street ChineseFDIisnotallonewayandfirmsare stillanticipatingstronginboundactivity

54 Offshore firmsWhatisnextforoffshorelawfirmsandhowdotheymarketthemselvesinadownturn?

REGUlARs14 NEWS

Indianlegalmarket‘notforsale’•Clyde&CopartnersetsupSaudialliance•AllensArthurRobinsonbosssaystherewillbe•noforcedlayoffsMalaysiatoletfiveforeignfirmssetuplocally•Four-dayweekgetsthumbsup•Koreanpartialliberalisationputsmergersback•ontheagenda

REGUlARs16 UK report

18 US report

28 Mergermarket M&A update

84 Sign off

20 International taxAzure

21 Financial ServiceshowArth

22 Intellectual PropertyAtmd Bird & Bird

23 International arbitrationdrew & nAPier

ALB ISSUE 9.5

54

44

COVER sTORy48 Korean Deals of the year 2009

ALB reveals Korea’s top deals of 2009, as selected by a panel of experts

48

42

C

M

Y

CM

MY

CY

CMY

K

AD001.pdf 3/20/09 9:40:38 AM

http://www.intl-risk.com

6

NEws | deals >>


| INDONESIA/THAILAND |

PTT GrouP - STrAITS ASIA ►STAke ACquISITIon Value: uS$325m

Firm: Allen & Gledhill Client:PTTInternationalLead lawyers:PrawiroWidjaja

Firm: Deacons Client:PTTInternationalLead lawyer:ShaunMcRobert

Firm: WongPartnershipClient:StraitsAsiaLead lawyers:NgWaiKing,DawnLaw

Firm: Shook Lin & Bok SingaporeClient:JPMorgan

Thailandmulti-nationalenergy•companyPTTInternationalacquires60%stakeinStraitsBulk&Industrial(SBI)

DealgivesPTTaccesstoSBI’s•coalassetinterestsinBrunei,MadagascarandIndonesia

Deaconsteamadvisedon•cross-borderduediligence,JVnegotiationsandcompetitivebiddingstructure

| JAPAN |

MorGAn STAnLeY JAPAn ►SeCurITIeS - MITSuBIShI uFJ SeCurITIeS JVValue: undisc

Firm: Sullivan & Cromwell Client:MitsubishiUFJFinancialGroupLead lawyers:DonaldToumey,StanleyFarrar

Firm: FreshfieldsClient:MorganStanleyLead lawyers:JamesLawden,JamesWood,NaokiKinami

Formationofasecuritiesjoint•venturecombiningMorganStanleyJapanSecuritiesandMitsubishiUFJSecurities

Thetwosecuritiesbusinesseswill•operateassingleasyetunnamedJVinJapan,withamanagementteamdrawnfrombothcompanies

MitsubishiUFJwillowna60%•stake,MorganStanley40%stake

| INDIA/KOREA |

CJ hoMe ShoPPInG - ►STAr GrouP JV Value: uS$27m

Firm: Bae Kim & Lee Client:CJHomeShoppingLead lawyers:JoonkiYI,MichaelH.Lee,EllenY.Hong

CJHomeShoppinghasestablished•a50:50JVwithStarGrouptostartahomeshoppingbusinessinIndia

Initialinvestmentbyeachcompany•isUS$27m

CJHomeShoppingisfirstglobal•companytoenterhomeshoppingindustryinIndia

| CHINA |

GrAnd PoInT InVeSTMenT ►- TIAnJIn PorT CoMPAnY STAke ACquISITIonValue: uS$1.8bn

Firm: Freshfields Bruckhaus Deringer Client:GrandPointInvestment

Firm: Global Law Office Client:TianjinPortDevelopmentHoldings

Firm: K&L Gates Client:TianjinPortDevelopmentHoldings

GrandPointInvestmentLimited•signedanagreementtoacquire56.81%stakeinTianjinPortCompany

| CHINA/TAIWAN |

unIMICron TeChnoLoGY ►CorP - PhoenIx PreCISIon TeChnoLoGY CorP ACquISITIon Value: uS$362m

Firm: Chen & Lin Client:UnimicronTechnologyCorp

Firm: PuHua & Associates Client:PhoenixPrecisionTechnologyCorporation

TawainesefirmUnimicron•TechnologyhasagreedtoacquirePhoenixPrecisionTechnologyforUS$362m,toexpandmarketshare

| SINGAPORE/CHINA |

ATLAnTIS reSourCeS ►CorPorATIon - STATkrAFT JVValue: undisc

Firm: Drew & Napier Client:AtlantisResourcesCorporation

Firm: Freshfields Bruckhaus DeringerClient:AtlantisResourcesCorporationLead lawyers:ConnieCarnabuci,StuartGrider

Firm: EvershedsClient:StatkraftLead lawyers:PaulLowe,TomFerguson

AtlantisResourcesCorporation•strategiccollaborationwithStatkraft,Europeanrenewableenergycompany,todeveloptidalcurrentelectricityprojectsinEurope

Freshfieldspreviouslyadvised•MorganStanleyonsaleofCurrentResourcestoAtlantisResourcesCorporation

| KOREA |

Sk TeLeCoM ConVerTIBLe ►noTeS oFFerInGValue: uS$332m

Firm: Cleary Gottlieb Steen & Hamilton Client:SKTelecom

Firm: Kim & Chang Client:Bookrunners

Firm: YulchonClient:SKTelecom

Firm: Davis Polk & Wardwell Client:LeadmanagersLead lawyers:EugeneCGregor,JamesLin

BarclaysBank,Citigroup,Credit•SuisseandNomuraInternationalwerejointbookrunners,andHSBCandSKSecuritiesasjointleadmanagersofofferingbySKTelecomofits1.75%convertiblenotesdue2014

deals in brief

James linDavis Polk & Wardwell

shaun McRobertDeacons

NEws | deals >>

7www.legalbusinessonline.com

Your MonTh AT A GLAnCe ►

Firm Jurisdiction Deal name Value (US$m)

Deal type

Allen&Gledhill Indonesia/Thailand PTTGroup-StraitsAsiastakeacquisition 325 M&A

Amarchand&Mangaldas

India/US TechMahindra-SatyamComputerServicesacquisition

404 M&A

BaeKim&Lee India/Korea CJHomeShopping-StarGroupJV 27 Media,FDI

Chen&Lin Taiwan/China UnimicronTechnologyCorp-PhoenixPrecisionTechnologyCorpacquisition

362 M&A

ClearyGottliebSteen&Hamilton

Korea SKTelecomconvertiblenotesoffering 332 Equitymarket

DavisPolk&Wardwell

Korea SKTelecomconvertiblenotesoffering 332 Equitymarket

Deacons Indonesia/Thailand PTTGroup-StraitsAsiastakeacquisition 325 M&A

Drew&Napier Singapore/China AtlantisResourcesCorporation-StatkraftJV

Undisc Corporate

Eversheds Singapore/China AtlantisResourcesCorporation-StatkraftJV

Undisc Corporate

FreshfieldsBruckhausDeringer

Japan MorganStanleyJapanSecurities-MitsubishiUFJSecuritiesJV

Undisc Investmentfunds

Singapore/China AtlantisResourcesCorporation-StatkraftJV

Undisc Corporate

China GrandPointInvestment-TianjinPortCompanystakeacquisition

1,800 M&A

GlobalLawOffice China GrandPointInvestment-TianjinPortCompanystakeacquisition

1,800 M&A

HwangMokPark Korea/US eBay-Gmarketacquisition 1,000 M&A

JonesDay India/US TechMahindra-SatyamComputerServicesacquisition

404 M&A

Kim&Chang Korea SKTelecomconvertiblenotesoffering 332 Equitymarket

Korea/US eBay-Gmarketacquisition 1000 M&A

K&LGates China GrandPointInvestment-TianjinPortCompanystakeacquisition

1,800 M&A

Latham&Watkins India/US TechMahindra-SatyamComputerServicesacquisition

404 M&A

Orrick Korea/US eBay-Gmarketacquisition 1,000 M&A

P&ALawOffices India/US TechMahindra-SatyamComputerServicesacquisition

404 M&A

PillsburyWinthrop Korea/US eBay-Gmarketacquisition 1,000 M&A

PuHua&Associates Taiwan/China UnimicronTechnologyCorp-PhoenixPrecisionTechnologyCorpacquisition

362 M&A

ShookLin&BokSingapore

Indonesia/Thailand PTTGroup-StraitsAsiastakeacquisition 325 M&A

Sullivan&Cromwell Japan MorganStanleyJapanSecurities-MitsubishiUFJSecuritiesJV

Undisc Investmentfunds

WongPartnership Indonesia/Thailand PTTGroup-StraitsAsiastakeacquisition 325 M&A

Yulchon Korea SKTelecomconvertiblenotesoffering 332 Equitymarket

Does your firm’s deal information appear in this table? Please contact [email protected] 61 2 8437 4700

Seoul-headquarteredSKTelecomis•Koreanwirelesstelecommunicationsservicesprovider

| KOREA |

eBAY - GMArkeT ACquISITIon ►Value: uS$1.2bn

Firm: Hwang Mok Park Client:GmarketdirectorsLead lawyers:BrendonCarr,DoilSon

Firm: Pillsbury Winthrop Client:Gmarketdirectors

Firm: OrrickClient:GmarketLawyers:MarkJLee,DavidCho

Firm: Kim & Chang Client:eBay

eBaytoacquire100%ofGmarket,•Korea’sleadinginternettrader,commencingcashtenderoffertopurchasesharesatUS$24pershare

eBaytocombineGmarketwithits•Koreansubsidiary,InternetAuctionCo,todoubleitssalesinKorea

AcquisitionwillhelpeBaypushinto•JapanandacrossAsiaoverthenextsixto12months

| INDIA |

TeCh MAhIndrA - SATYAM ►CoMPuTer SerVICeS ACquISITIonValue: uS$404m

Firm: Amarchand Mangaldas Client:SatyamComputerServices

Firm: Latham & Watkins Client:SatyamComputerServicesLead lawyer:JohnHuber

Firm: Jones Day Client:TechMahindraLead lawyers:PeterIzanec,RobertProfusek,TomSmith

Firm: P&A Law Offices Client:TechMahindraLead lawyer:AnandSPathak

TechMahindraLimitedtoacquire•51%stakeinSatyamComputerServicesatINR58pershare

UBSSecuritiesIndiaasfinancial•advisorforTM,GoldmanSachs(India)SecuritiesandAvendusAdvisorsforSatyam

Followsex-chairmanRamalinga•Raju’sadmittancetoboardafterbeingaccusedoffalsifyingcompanyaccounts

8

NEws | analysis >>


ANALYSIS

Strategic M&A

A recent survey has shown that despite the downturn many companies are still expecting expansion – albeit in a very different way to previous years

No sector of the world economy has been harder hit by the global financial crisis than the financial services sector

(FSS). And while Asia is yet to see any of its FSS heavyweights go the way of Lehman Brothers, Freddie Mac or Fannie May, that’s not to say they aren’t experiencing some serious discomfort. But, as the results of a recent study conducted by PricewaterhouseCoopers (PwC) and Economist Intelligence Unit show, as much as financial institutions in the region are looking to sure up their current operations, they are also looking to expand by engaging in strategic M&A in the year ahead.

However, this is not the same type of financial services M&A that has occurred in the past – this time around it will be smaller and faster, target different sectors and locations, and will be driven by different imperatives. The task confronting M&A lawyers who want a piece of this action is correspondingly more complex.

Expanding in the downturnAccording to the survey, 42% of all financial services respondents said

beckons forAsian financial sector

NEws | analysis >>


their company plans to make an acquisition in the year ahead. By jurisdiction, Taiwan and China claimed to be the most acquisition-hungry, with 70% and 68% of respondents respectively saying they would be looking to pick off cheap assets both domestically and overseas in the year ahead. Respondents in Japan and Hong Kong, however, noted that they were only 25% and 22% likely to look to strategic acquisitions this year. Meanwhile, respondents in Australia and China are both actively looking to take advantage of opportunities to grow their business (both 63%), while those in Singapore (37%) and Japan (26%) seem to be more inclined to sit on the sidelines until calm returns to the economic landscape.

Somewhat surprisingly, only 22% of survey participants said their companies had frozen all investment. Rather, expansion was cited by 48% of respondents as the key to their business strategy, with more than a third of respondents saying that they would be looking to enter into new markets or business lines.

Asia: strong financials but caution neededFor many, statistics such as these confirm the innate strength of Asia’s domestic financial services sector – most boast impressive balance sheets and the ability to effect such strategic acquisitions. But according to PwC partners Christopher Chan and Matthew Phillips, we shouldn’t expect a flurry of outbound activity in the sector just yet. For although Asia’s banks and financial institutions are in a stronger position to make acquisitions abroad than their

counterparts in the US or Europe, the same problems apply to financial services M&A as to M&A in other sectors: namely forex fluctuations and difficulties in valuing assets. “Domestic Asian institutions are expected to dominate M&A activity in the region as foreign institutions consolidate and even withdraw,” Phillips says.

But according to Chan a number of factors will limit activity. “[Hurdles to M&A in the region include] problems in home markets and recent currency movements [which] make investment outside their home markets comparatively more expensive,” he says, noting that, in addition, almost half of all respondents identified difficulty in valuing assets in the current environment as the principal barrier to undertaking M&A deals in Asia. A lack of clarity on the financial position of many institutions was cited as the most significant obstacle in this regard, as was continued market volatility.

smaller deals, newer playersPhillips says the deals that do come to fruition will almost certainly be smaller, with more activity from China and other emerging markets in the region. “I now expect to see an increased number of smaller deals to build share in underweight markets

or segments, rather than the game-changing deals that one might have expected at the beginning of the crisis, as western players retreat,” he says. “While activity from China has been low, we are seeing some signs of renewed confidence and I would not be surprised to see the resumption of outbound deals by Chinese institutions within a matter of months.”

Companies in China’s financial services sector had previously been some of the most acquisitive in the region. After cleaning up their balance sheets and taking on foreign investors, many conducted IPOs and followed them with one of the largest foreign buying sprees on record. Some of the more notable deals were China Merchant Bank’s takeover of Hong Kong bank Wing Lung for US$4.6bn, ICBC’s US$5.5bn acquisition of 20% of the shares in Standard Bank and Minsheng Bank’s purchase of up to 20% of shares in US bank UCBH Holdings.

On the inbound side, both China and India have fallen down the pecking order as favoured destinations for financia services M&A. Only 12% of respondents expected to do a deal in China in the coming year while only 8% were looking to India for strategic acquisitions. Indonesia, meanwhile was set to become the most popular, according to 18% of respondents.

“Domestic Asian institutions are expected to dominate M&A activity in the region as foreign institutions consolidate and even withdraw”

Matthew PhilliPs, PricewaterhousecooPers

10

NEws | analysis >>


The Asian funds industry may have been decimated by the global financial crisis over the past 12 months but some pockets

of the sector are still showing very sound vital signs. Asian infrastructure funds may just be the industry’s beacon in the current storm.

Good fundamentalsThe past 12 months in particular have been strong for private equity funds raising capital for investment into Asia and this year is expected to be no different, according to John Sullivan, a partner with Mallesons Stephen Jaques, who says that wholesale infrastructure funds with well credentialed sponsors will still proceed.

“Although market condition are challenging, the underlying demand and supply factors encouraging the establishment of infrastructure funds for emerging Asian economies

ANALYSIS

Infrastructure: key to rIdIng out recessIonAsian infrastructure funds might just be recession proof. Despite gathering storm clouds on the economic horizon, they continue to exhibit signs of healthy growth – and there is plenty more to come

remain,” he says. For example, while the IMF recently revised down its forecasts, it still predicts that both the Indian and Chinese economies will grow by 5% and 7% respectively this year with both likely to increase further still in 2010.

It is no secret that both countries are experiencing rapid urbanisation and population growth, and the governments there realise infrastructure development is both necessary and inextricably linked to further economic growth.

“Infrastructure investment requirements for India alone over the next five years are expected to exceed US$500bn. Given the pressures on government spending, this is likely to translate into a significant need for private sector funding,” Sullivan says, adding that he expects the recent spate of stimulus packages to further magnify this opportunity.

Where lawyers fit into the pictureEven so, closing such deals is expected to become even more arduous, not least because more than a third of respondents said they would be targeting distressed assets both at home and abroad.

The task confronting lawyers who want to pick up their share of the work emanating from this sector is clear. The deals they work on will need to be closed in tighter timeframes and with more attention paid to making transactions bankruptcy-proof. In addition, lawyers can expect much more of their time to be occupied doing due diligence, something nearly three-quarters of

respondents identified as something they would be doing more ‘robustly’ than perhaps was the case in the past.

Similarly, regulatory change, especially that aimed squarely at the financial services sector, will become the focus of attention, with many companies waiting to see how this pans out before embarking on their strategic expansion plans. “There is, in particular, still a degree of uncertainty about the future in terms of the impact of tightened regulation,” Phillips says. “Respondents remain relatively neutral as to the areas that would have the most impact, but two-thirds point to further and more timely disclosures of market, credit and liquidity exposures and tighter liquidity management. Time will tell if these alone will be sufficient to offset the pro-cyclical bias of the past or whether more radical steps will be required.”

Either way, M&A lawyers can expect to see a lot less of their time spent being deal makers and a lot more of it spent being regulatory advisors – a trend that is already noticeable in M&A practices across the region. ALB

“[Hurdles to M&A in the region include] problems in home markets and recent currency movements”

christoPher chan, Pwc

NEws | analysis >>


Other bright spotsSullivan says that superannuation and pension systems still represent something of a sound investment in the current climate, with most still generating money for investment.

“There remains appetite among institutional investors for wholesale unlisted exposure to alternative assets like infrastructure, especially those offering strong returns over the medium term. Unlisted infrastructure funds have not been affected as badly as listed funds. Certainly at the investment level, current markets offer good buying opportunities for funds because the prices are considered favourable.”

Sullivan adds that funds for Asian infrastructure have tended to follow a private equity model whereby they are often established using one or more hub jurisdictions – he points to Mauritius as a particular popular hub for investment into India.

“The main ‘regulation’ of the fund is often contractual, with a suite of documents governed by an internationally accepted legal regime – most commonly English law,” he says.

Further regulationIn this instance, investments which follow such a model have often attracted the ire of those who claim that the level of private equity regulation is low.

“This sentiment may have prompted some of the recent calls for greater regulation of private equity funds but it is not entirely accurate in this context,” Sullivan says. “Here, there is typically a range of securities, licensing, foreign investment and tax laws in the fund, target and investor jurisdictions which need to be navigated.” Nonetheless, many predict that one of the more immediate consequences of the global financial crisis will be increased regulation in this area.

However, we shouldn’t expect an immediate run to this area. According to Sullivan, current market conditions mean that sponsors will face tough competition for would-be investors and they may be best served by paying closer attention to individual investor needs.

“Market conditions mean sponsors face considerable competition for investors. In the current environment, investors are focusing on well credentialled sponsors and their requirements are evolving. Devoting time to anticipating likely investor questions and needs will be time well spent by potential sponsors,” he says. ALB

Infrastructure: key to rIdIng out recessIon

“Although market conditions are challenging, the underlying demand and supply factors encouraging the establishment of infrastructure funds for emerging Asian economies remain”

John sullivan, Mallesons

John sullivanMallesons

12

NEws | analysis >>


Leading firms on the Subcontinent have seen an increasing number of accomplished lawyers looking towards them as international firms struggle in their home markets

Rabindra Jhunjhunwala, a partner at the firm, says that, as economic conditions deteriorate overseas, both Indian and foreign lawyers are looking to India as the country’s influence groqws, and it emerges as a significant legal market.

“The economic environment may have started a trend, but more importantly, I believe, those that come here, establish themselves and identify those firms that will be the most sought after,” he says. “There will be one set of lawyers who arrive here with the foreign firms, and another set of lawyers who, after having seen the [growth], would want to join Indian law firms who have an alliance with foreign firms.”

Last year, Khaitan & Co made headlines after announcing it had appointed lawyers from an international firm.

“I think we started the trend in September last year,” Jhunjhunwala says. “We made a number of hires from Ashurst, first the firm’s India group head [Murali Neelakantan] and then… other corporate lawyers.”

NDA, which has offices in both India and the US, recently hosted a group of Harvard law interns. “They spent time with us in Mumbai and it was an enriching experience both

ANALYSIS

Indian firms take carpe diem approach to downturn

Law firms in India are reaping the benefits of the contracting legal market abroad by recruiting top talent from

major international firms. The trend has emerged as new data

reveals the US legal industry shed almost 3,000 jobs in March alone, while, at the same time, Indian lawyers who joined UK firms during boom periods are now being sent home.

India firms such as Khaitan & Co, Amarchand & Mangaldas and Nishith Desai Associates (NDA) are either in the process of recruiting or have recently boosted their numbers with significant hires in recent months.

Vivek Kathpalia, a partner at NDA, says his firm has received several enquiries from lawyers overseas, particularly Indians who normally seek positions abroad after completing their LLM degrees. “We’ve received a number of enquiries and we’re very excited with this development,” Kathpalia says. “We’ve responded positively and look forward to them joining us soon.”

Delhi-based Khaitan & Co has also received a significant boost by appointing former Freshfields senior associate Bharat Anand. He had been with the Magic Circle firm since 2001, based in the London office.

“The economic crisis may actually be a catalyst for that overall trend, but the growth in the Indian economy will [also] increase this flow of talent”

vivek kathPalia, nDa

NEws | analysis >>


ANALYSIS

Restructure on the horizonFirms working in the Middle East face impending change as the competition for clients continues to heat up

Fiscally conscious clients may cause firms in the Middle East this year to restructure practices and implement

changes such as alternative billing methods and to shift their focus to other jurisdictions.

Lisa Hart, CEO of research firm Acritas, says the economic crisis will lead more regional law firms to restructure practices. “Legal buyers from the Gulf region feel that as a result of current economic conditions… there will be increased pressure on firms to reduce costs and provide transparency of fees. Firms will need to streamline and make redundancies in order to survive.”

According to recent data from Acritas, 50% of legal industry clients in the Gulf region expected their legal spending in oil & gas-related practices to decrease, but this may be offset by increases in the real estate, telecommunications & technology practices, as more than 40% of those industries’ clients anticipated their external legal spending to rise. Clients also favoured fixed legal fees (46% of clients), compared to the 23% who preferred hourly rates.

The positive news for Gulf-based law firms is that overall legal spending is expected to rise by 7%. However, this is a staggering drop from the 44% increase that was seen in 2008. Firms may also look to expand to Gulf jurisdictions that will witness the most legal spending – 47% of clients in Oman expected their spending to rise, followed by 39% in Bahrain and 36% in Dubai.

Surprisingly, while the majority of clients (81%) across the region believed that fees do not need to be reduced, the figure dropped in jurisdictions where law firms are more concentrated, such as Dubai. And despite data showing Gulf lawyers were the highest paid in the world – with average hourly

for them and for us,” Kathpalia says. “The economic crisis may actually be a catalyst for that overall trend, but the growth in the Indian economy will [also] increase this flow of talent.”

The hiring trend seems to be a two-way movement. While Indian firms are hiring top overseas talent, it seems international firms are also scouting India’s universities for graduates. Firms such as Clifford Chance, Allen & Overy, Linklaters, and Herbert Smith in early April were on the hunt for fresh talent, with the National Law School of India University (NLSIU) placing at least 18 students to the firms. Norton Rose and Ashurst were also reportedly hiring for the first time from an Indian campus.

International firms are accelerating efforts to capture a slice of the Indian economy as it fares relatively better in the downturn. US firm Morris, Manning & Martin has recently joined the long list of firms to have expressed interest in the market. “We want to forge US-Indian business and technology alliances that will help both our clients and our region’s economy as a whole,” says the firm’s technology practice head, John Yates. ALB

rates topping those of the UK and US – competition between firms in the region will inevitably lead to reductions in hourly rates.

Hart said as the financial crisis tightens their legal spending, Middle East clients will expect the region’s firms to be more customer-friendly. “Companies will undoubtedly be more careful with their legal spend – buyers are looking for firms to provide a better client service in addition to offering better value for money,” she says. “Renegotiating fees and billing methods is just one outcome buyers will be expecting and that law firms will need to implement.” ALB

14

NEws | news >>


The Indian legal profession is not “up for sale”, and foreign law firms

should not be allowed to enter the local industry, the president of the Society of Indian Law Firms (SILF) has said.

Lalit Bhasin, a lawyer from Bhasin & Co and president of SILF, in an opinion piece countered industry suggestions that India’s legal profession should be considered more of a business instead of simply a “noble profession”.

“If [the legal profession] is a business then it can be acquired, merged, amalgamated, taken over and sold to global players… the suggestion is totally unacceptable,” he said. “India and China offer good prospects – but the problem is that, in India, the legal profession is not a business and it is not up for sale.”

Instead, he suggested that foreign law firms should work only on a referral basis with Indian firms. “An effective, transparent and clean referral arrangement is a far better alternative to allowing foreign law firms to open offices in India. So far, and by and large, [the] referral system has worked satisfactorily.”

Due to India’s WTO commitments, the liberalisation of the legal market is widely anticipated by both local and foreign industries.

“The general elections are coming up and until we have a new government there’s nothing new going to happen,” said Rabindra Jhunjhunwala, a partner at New Delhi-based Khaitan & Co. “There are two nationalist parties in India and we feel that, if one in particular of these comes to power, the market will begin to open up in the next year.”

Bhasin countered that liberalisation pressures come from regions where the growth of the legal sector is currently contracting, such as the UK. “The demand for opening the legal services sector in India does not come from Indian businesses or professionals or even foreign multinational companies. Strangely, the demand comes from foreign lawyers and particularly those from the UK. It is obvious that the UK is witnessing a negative growth so far as the legal profession is concerned,” he said. ALB

Legal industry not ‘up for sale’

india >>

JV BRINGS GRAPES OF ROTHSCHILD TO CHINAFrenchvineyardDomainesBarondeRothschild(DBR)hasinvestedinChina,wherewineconsumptionisexpectedtoreach1.1billionbottlesayearby2011.DBR,theparentcompanyofChateauLafite,has

establishedajointventurewithChinaInternationalTrustandInvestmentCompany(CITIC)todevelop25hectaresofvineyardsonthePenglaiPeninsulainShandongprovince,anarearegardedasoneofthemostpromisingfortheindustryintermsofbothitsclimateandgeologicalconditions.GideLoyretteNouel(GLN)andShanghaifirm

LlinksadvisedDBRonalllegalaspectsofthedeal.GLN’steamconsistedofpartnerGuillaumeRougier-Brierre,andseniorassociatesGuillaumeJeannetandJiangChuan.

LAWYERS LEND HAND ON PRO BONO PROJECTMorethan130volunteersfrom13internationallawfirmshavespentadayparticipatinginaprobonoactivitywithadifferenceinHongKong.MembersoftheHongKongLegalCommunity

Roundtableswappedtheirsuitsforoveralls,workinginteamsonmanuallaboursuchaspaintingcontainersandwalls,layinginteriorflooring,loadingacontainerwithhouseholdfurnitureandgoodsdestinedforthoseinneedinIsrael,andhelpingwithadministrativeofficework.Allen&Overyinitiatedtheevent,andwasjoined

byparticipatingfirmsBaker&McKenzie,Clyde&Co,DavisPolk,Freshfields,Mallesons,MinterEllison,Morrison&Foerster,Orrick,PinsentMasons,Skadden,Weil,Gotshal&Manges,andWhite&Case.

ONSHORE FIRM MAKES OFFSHORE MOVEUK-basedfirmWithershasmadeanunprecedentedmove,becomingthefirstonshorelawfirmtoentertheoffshoremarketafterannouncingitwillopenintheBritishVirginIslands(BVI).Theoffice–whichwillprovidearangeofcross-

borderservicesincludingcorporateandtrustdisputes,insolvency&restructuring,funds,andbanking&finance–willbestaffedbylitigationpartnerJeremyScottandcorporatepartnerJohnGreenwood.“Ourclients,ourkeycontactsontheground

andthefirmhaveallnoticedanincreaseinlitigiousworkintheBVI,”saidSamanthaBradley,managingdirectorofthefirm’sHongKongoffice.

newsinbrief >>

NEws | news >>


linklaters has promoted Zili Shao, the firm’s current managing partner

for Greater China, to Asia managing partner, succeeding Giles White, who is retiring from the partnership to take on the role as group general counsel at Jardine Matheson.

As the new Asia managing partner, effective as of 1 May, Shao joins the firm’s executive committee, which is responsible for the management of the firm. He will also relocate from Shanghai to Hong Kong.

Shao has been the managing partner of the firm’s practice in Greater China since 2003 and headed the firm’s China practice from 1998 to 2003, during which time he helped to establish the firm’s Beijing and Shanghai offices. He is a renowned dealmaker in the region and has advised on a number of major deals, including Carlyle’s acquisition of a stake in China Pacific Life and RBS’s US$100bn takeover of ABN AMRO.

Shao’s promotion is a reflection of the firm’s continued commitment to the China market and he noted that the Asia practice as a whole plays an increasingly important part in Linklaters’ global business.

“Asia has been a key growth market for the firm and it is increasingly

important in today’s challenging economic climate,” Shao said. “The number of transactions between Asian countries, particularly China outbound investment into neighbouring countries, has become more active and that has created many new business

opportunities for us.”Several other Magic and Silver

Circle firms have also made adjustments to their Asia management structures. For example, Freshfields recently appointed London-based

partner Simon Marchant as its new Asia managing partner, a position which had previously been left vacant for three years, while Herbert Smith established two new Asia management positions designed to improve regional collaboration earlier this year.

Although he has significant experience, Shao said leaving his comfort zone for new challenges could be hard work. He will start his new role by studying more about other key markets in the region.

Another challenge for Shao during his four-year term will be finding the balance between servicing clients as well as focusing on managing the firm’s operations in Asia.

Following Shao’s appointment, the firm has made up three new partners and appointed four new counsel to the firm’s Asia offices. The firm now has 51 partners and more than 280 lawyers in its six offices across Asia. ALB

Riyadh-based firm Abdulaziz A Al-Bosaily (AAB) has found a

new partner in Clyde & Co, after breaking off its alliance with DLA Piper in January. The common thread is a former DLA Piper lawyer involved in establishing both the old and new alliances.

Management differences led to the termination of the six-month old partnership between AAB and DLA Piper earlier this year, with the latter losing the two lawyers who spearheaded the alliance – Oliver Agha and Peter Hodgins – in the same month. Hodgins moved to Clyde & Co and was involved in the firm’s new alliance with AAB.

Hodgins confirmed the break up of DLA Piper’s alliance with AAB was caused by differing management views.

“Essentially it was a difference in

opinion as to how that Saudi affiliation would run, how work would be dealt with, and really a different direction that Abdulaziz and the team working in Saudi Arabia wanted to go,” Hodgins said. “There were a number of departures

around the time of the breakdown of the affiliation and my colleague Oliver Agha also left at the same time.”

Hodgins said his friendship with AAB’s Abdulaziz, formed during the alliance with DLA Piper, contributed to the formation of the new alliance.

“I used to work with Abdulaziz at DLA Piper both in Dubai and when he established his new office in Saudi Arabia. I introduced him to Clyde & Co and [although] he was known to the firm prior to my involvement, obviously my friendship with him has been a factor that has assisted in getting this affiliation on the ground,” he said.

The new partnership will rejuvenate AAB’s international market presence and broaden Clyde & Co’s regional reach, since foreign firms are not legally allowed to open a Saudi office alone. Clyde & Co will be making secondments to Riyadh in the next few months.

The firms will be working together to capture Saudi clients in corporate and Islamic finance-related transactions. ALB

Linklaters unveils new regional chief

Clyde partner sparks new Saudi alliance

asia >>

saudi arabia >>

“My friendship with Abdulaziz has been a factor that has assisted in getting this affiliation on the ground” PETER HODGINS, CLYDE & CO

Zili shaoLinklaters

16

NEws | news >>


Cambodia’s legal industry is struggling to serve the country’s growing

business community and must adapt to survive, according to local lawyers.

Lay Vicheka, a Phnom Penh-based legal consultant at BNG – Advocates & Solicitors said that local lawyers must evolve in order to survive in the “increasingly complex legal marketplace”.

Vicheka said the country’s development has divided an older generation of lawyers previously unaffected by globalisation from a younger generation who will have to compete with international law firms. “The previous generation has been quite isolated from the world, as Cambodia was not a member of ASEAN and WTO then, and business was also slower,” Vicheka said. “It will be very hard, working on cross-border transactions across the generations now, since the younger generation need to learn new laws and gain understanding of other cultures across the border. We need to adapt our services [in line with] the international firms.”

Marae Ciantar, a Phnom Penh-based partner at Allens Arthur Robinson, agrees that progress is needed in the legal industry. “The legal market is generally quite small

here, and most firms are too small to support investment and the kind of infrastructure and resources needed for lawyers,” he said. “Both externally and internally, to be able to support lawyers, there must be provisions such as training programs and knowledge management systems, and firms need to be of a certain size to meet those needs.”

Ciantar said that the development of the legal industry is restricted by the type of work coming in. “It’s very difficult to develop specialist skills as

Firms have to adapt to survive, say lawyerscambodia >>

ukreport

MagicCirclefirmLinklatersalsorecentlyasked15volunteerstodefertheirstartdatesfromSeptember2009andMarch2010,sayingitwouldliketo“finetune”itstraineeintakes.

Cameron McKenna welcomes new partners CMSCameronMcKennahasadded17newpartnerstoitsranksthenew‘officepartner’salaryrung.Thenewofficepartnerposition,whichallows

thefirmthreelevelsofpartnership,wasintroducedlastmonthaspartofashake-upandrepresentsthefirststageofprogressionforseniorassociates,followedbyathree-yearsalariedgatewaylevelbeforepartnersjointheequity.TheofficepartnerrolehasbeenusedinEastern

EuropeforseveralyearsbutthisisthefirstyearithasbeenintroducedintheCity.

Herbert Smith swings the axe HerbertSmithhasannounceditistoslashupto84membersofitsCityofficeandwillbereversingallassociatepaybands,withsalariestoremainat2008-09levelsasanaddedcost-cuttingmeasure.Thecutswillreportedlybemadeacrossthefirm’s

corporateandrealestatepractice,withfeeearners,professionalsupportlawyersandparalegalsalllikelytobeaffected.Secretarialrolesacrossallfee-earningareasandupto21supportstaffwillalsobeatrisk.MiddleEast-focusedfirm,Trowers&Hamlinsalso

made17membersofstaffredundantrecently–allinitsLondonoffice.Thisisthethirdconsultationatthefirmandbringsthetotalnumberofredundanciesatthefirmto28,withthecutsaffectingbothfee-earningandsupportdepartments.

ROUNDUPLinklatersprojectfinancepartnerStuartSaltissettotakeoverasmanagingpartnerofEmerging•Europe,MiddleEastandNorthAfrica(EEMENA)followingtheretirementofNickEastwellfromtheroleafter20yearsofserviceEricSchwartz–Dewey&LeBoeuf’sParisformermanagingpartner–willsoonjoinarbitrationsenior•counselJamesCastelloofKing&SpaldingtolaunchtheAtlanta-basedfirm’sfirstofficeinFranceNortonRosehasofferedstaffapart-timeoptionofworkingfour-dayweekson85%ofpay,ortakinga•sabbaticalofupto12weekson30%ofpaySJBerwinhasitseyeonaninternationaltitle.ThefirmrecentlysetupanofficeinDubailessthanamonth•afterlaunchinginHongKongAshurstrecentlyunveiledits2009promotions,revealingadecreaseinpartnerpromotions–only10•lawyersweremadeupthisyearcomparedwith17in2008BerwinLeightonPaisnerhaswelcomedseventoitspartnership,withrealestatethebiggestbeneficiary•

Firms still floundering in credit crunchUKfirmsarestillfeelingthepressuretocostcutinthemidstoftheglobalrecessionandevenMagicCirclefirmshavebeenforcedtoimplementsalaryfreezesacrossoffices.CliffordChancerecentlyreversedsalarybands

foritsjuniorlawyers,withallassociatepayfrozenatcurrentlevelsuntiltheendofthe2009-10financialyear.Themovetoeffectivelyreducesalaryratesacross

thefirmwillaffectallnon-partnerlawyersandsupportstaffacrossthefirm’sglobalnetwork,withtheexceptionoftrainees,whowillstillhavetheirpayincreasedcometheirsecondyear.TheinitiativefollowsinthefootstepsofSlaughter

andMay,andFreshfieldsBruckhausDeringer,whomadeasimilarannouncementinFebruary,reversingsalarybandsforalljuniorlawyerswiththeexceptionoftrainees.Lovellshasalsojumpedonthepayfreeze

bandwagonandwillkeepsalariesforalllawyers,supportstaffandlegalPAsatthisyear’slevels.OnlytraineeswhoqualifiedinMarchwillnot

seeareductionintheirsalaries,withthelevelremainingat£65,000.

Double cutbacks at EvershedsEvershedshasaskedforthcomingtraineestodefertheirstartdates,whilesimultaneouslyslashingnumbersfromitsrealestatepracticegroupinabidtocutcostsintheeconomicslowdown.Thefirmhasoffered31outof73ofitsSeptember

2009trainees£5,000todeferentryorbeemployedasapaidparalegalforoneyearandsoonafterwardscut10lawyersfromitsrealestatedivision.

“The legal market is generally quite small here, and most firms are too small to support investment” MARAE CIANTAR, ALLENS ARTHUR ROBINSON

NEws | news >>


ASIA NOT AFFECTED BY BAKERS’ REDUNDANCIES Baker&McKenziehasconfirmedthatitsAsiaofficeshavenotbeenaffectedbythefirm’slatestroundofredundancies.Thefirm’sofficialstatementannouncedthat

theredundancieswillaffectits‘GlobalServices’.Thestatementread:“OurmanagementinNorthAmericaandGlobalServicestodayhasinformed38attorneysand86paralegalsandprofessionalstaffthattheirpositionsarebeingeliminatedduetotheeconomicdownturn.Thesechangesinvolvevariouspractices,officesandGlobalServicesdepartmentsinNorthAmerica.”Thespokespersonreiteratedthatthelatest

redundanciesonlyaffectedemployeesinitsNorthAmericanoffices,eventhoughtheGlobalServicesdepartmentiscomprisedofprofessionalservicesstaffacrossthefirm’sworldwideoffices.Thisisthethirdroundofredundanciesforthefirm,

followingJanuary’sinitialcutofeightassociatesinNewYork,andMarch’sslashingofabout85jobsinLondon.

DUO CATCH TRAM TRANSFER WORKGideLoyretteNouel(GLN)andPinsentMasonshaveplayedpivotalrolesinthetransferofHongKong’siconictramwaywhichsawVeoliaTransportChinaandWharf(Holdings)enterintoa50-50partnershiptooperateHongKongTramways.TheiconicHongKongTramwayshasbeenoperating

tramservicesinHKsince1904andcurrentlyhasafleetof163tramcars.Itboaststheworld’slargestoperationalfleetofdouble-deckertramcars,whichtransportanaverageof240,000passengersperday.VeoliaTransportwillberesponsiblefortheoperationandmanagementofthenetwork.AGLNteamledbyRebeccaSilliactedforVeolia

TransportonthedealwhilePeterBullockledaPinsentsteamresponsiblefortheduediligenceandHongKongaspectsofthetransaction.

BRAzILIAN FIRMS CONTINUE PUSH INTO CHINA BrazilianfirmFelsbergeAssociadoshasbeengrantedalicensefromtheMinistryofJusticeallowingitsShanghaioffice,whichopenedlastyear,topracticeBrazilianlawinthecountry.ItfirmbecomesthethirdLatinAmericanlawfirmtoobtainalicenseinthecountry,afterNoronhaAdvogadosandDuarteGarcia,CaselliGuimaraeseTerra.“Thisisaveryimportantstepforward,asmany

firmsremainwaitingfortheirlicenseformorethantwoyearsandothersevenhavetheirrequestsrejected,”saidRodrigodoValFerreira,whoisresponsibleforthefirm’sShanghaioffice.Beforethelicencewasgranted,mostoftheChina-

relatedlegalissueshavebeenhandledbytheChinadeskinitsSaoPaulooffice.

newsinbrief >>

Firms have to adapt to survive, say lawyers

there just isn’t enough flow of work or progress of new laws to develop those specialist skills,” said Ciantar. “It’s complicated and limited by the state of development of the economy, but there have been some changes. The new bar president is working on a new training program and opportunities to share knowledge between lawyers, such as setting up law journals, and they’re certainly positive programs.”

According to Vicheka, legal work will likely move to bigger law firms as cross-border work in the country increases with Cambodia’s ASEAN membership. “Regional law firms are coming in and they are really much more competitive, not just in their understanding of the language of law, but of financial business operations and their technologies. The FTAs will increase the flow of business, but we’re not competitive enough to deal with cross-border contracts,” he said.

Despite the country’s steady growth, Ciantar said the lower amount of

work in Cambodia compared to other regions would limit competition. “We’re the only international firm which has a presence in Cambodia, which is a position in the market we’re very happy with,” Ciantar said. “We don’t see that it’s particularly likely that anybody else is going to enter the market because we’re not sure that there’s room for more than one or two international firms on the ground.” ALB

FIrMS In CAMBodIA ►AllensArthurRobinsonBNG–Advocates&SolicitorsBouNouOuk&PartnersCloughThuraisinghamInternationalCoDelaney&CoIndochinaLimitedDFDLCambodiaDirksenFlipseDoran&LeHBSLawFirm&ConsultantsLawOfficesofBensonSamayPanaAseanLawOfficePoblador,Azada&BucoySciaroni&AssociatesStringfield&ChengPLC

18

NEws | news >>


V oluntary redundancies and salary freezes at

Australian firm Allens Arthur Robinson (AAR) are not a forerunner to forced layoffs, AAR boss Michael Rose has said.

“I’ve said it is not our agenda to respond to the likely downturn by instituting a firm-wide redundancy program. The voluntary redundancy program has absolutely no targets in terms of numbers, positions or any specific roles in the firm. It is just one of the options being made available.”

Rose said the firm’s plans across Asia would vary. “Our response will most likely vary from office to office and country to country, depending on the nature of our practice, whether or not we have a joint venture and the impact of the downturn on the country concerned.” AAR is currently in a number of joint ventures with local firms across the region. In Singapore the firm is in a formal joint-law venture with TSMP Law Corporation, in Thailand it has an alliance with Siam Premier, while in Indonesia it is allied with Widyawan & Partners.

The steps being taken are all about maintaining growth in the long run, according to Rose, who cites the firm’s recent graduate intake as evidence of this trend. “We just took on 77 graduates last month and we have a pipeline running out for the next two years… The steps we are taking are positioning the firm for the long-term and inevitable recovery in the economy.”

However, Rose admitted that no firm was immune from one of the deepest recessions in living memory. “Our firm has been one of the strongest performers in the Australian legal market over the last year and in Asia we’ve seen good work in a number of our offices… However, we have predicted, and been preparing for, a downturn in the legal services market,” he said. ALB

AAR chief says there will be no sackings

asia >>

Michael RoseAllens Arthur Robinson

usreport

ROUNDUPUSfirmMcGuireWoodsistomergewiththe36-lawyerfirmofGrundbergMocattaRakison,gaininga•Londonpresenceandaddingtoits900lawyersin17officesChicagofirmArnstein&Lehrhastakenoverseven-lawyer,Florida-basedfirmFieldstoneShear&Denberg•CliffordChancehasmade24transactionalattorneysinNewYorkredundant•Boston-basedEdwardsAngellPalmer&Dodgeaidoffapproximately25lawyersand35staffersacrosssix•officesduetodecliningworkJeffreyStoneandPeterSacripantiwillbegintheirrolesasjointchairmanofMcDermottWill&Emeryin•January2010,replacingincumbentchairmanHarveyFreishtatwhohasheldthepositionsince2003LinklatersrecentlyhiredUBSmanagingdirectorLewisSteinbergtoco-headitsUSpracticeandheadupitstax•practicegroupChicagoprivateequitypartnerBertKruegerwasrecentlynominatedtosucceedJamesHolzhaueras•chairmanofMayerBrown.HolzhauerissteppingdownaftertwoyearsatthehelmFriedFrankHarrisShriver&JacobsonhasconfirmeditistoreduceitsUSworkforcebyatotalof99people,•losing41associatesand58administrativestaff

financepracticesintheCityfollowingthehireofformerMourantchiefexecutiveStephenBall.

Redundancies comntinue at BakersBaker&McKenziehascontinueditsslashingspree,recentlymaking38associatesand86supportstaffredundantintheUS.ThelatestcutscomeshortlyafterthefirminitiatedasecondconsultationinLondon,whichislikelytoleadtothelossof85jobs,includingbetween20and30lawyers.SixNewYorkassociateswerealreadymade

redundantthisyearasthefirmreviewsitssalarybillinresponsetotheeconomicdownturn.AnotherUSfirm,MayerBrown,alsorecently

initiatedasecondroundofjobcuts,with45lawyersand90supportacrossitsUSofficeslosingtheirjobsasaresultofareviewofitsglobaloperations.

Skadden loses lawyers to boutique RecentredundanciesatSkadden,Arps,Slate,Meagher&Flomhavereportedlypromptedthedepartureof11oftheUSfirm’sattorneysfornewboutiqueBuckleySandler.TheWashingtonDCofficeofSkaddenandtheUS

officesofGibson,Dunn&Crutcherbothconfirmedemployeelayoffs–25staffpositionsatSkadden’sDCofficeand36staffmembersacrossthenineUSofficesofGibson,Dunn&Crutcher.

Fresh wave of layoffs hit US firms USfirmscontinuetocrumbleundertheweightofthecreditcrunch,withO’Melveny&Myers,PillsburyWinthropShawPittman,King&Spalding,Paul,Hastings,Janofsky&Walker,NewYork-basedChadbourne&ParkeandVenableallrecentlyannouncinglayoffsacrosstheirofficesinresponsetotheeconomicinstability.O’Melveny&Myersbidfarewellto90lawyers,

includingassociatesandcounsel,and110staffersinMarch,whileKing&Spaldinglaidoff37associatesandcounselaswellas85stafffirmwide,andPillsburysaw55lawyersand100stafflosetheirjobs.PaulHastings,Chadbourne&Parkeand

Venablealsoslashednumbersby131,25and64employeesrespectively.

Bryan Cave hunts for London merger USfirmBryanCavehasrevealeditissearchingforaUKcounterparttoexpanditsbuddingpresenceinLondon.ThefirmlaunchedintheUKin1982,butis

reportedlykeentoenterintoamergerwithaLondon-headquarteredfirmasawaytodevelopitsstandingintheEuropeanlegalmarket.TheUKmergerwillbeoneofmanychangesto

developthisyear.Thefirmannouncedjobcutstotaling134inFebruary,andhasbeenworkingtorevampitsrestructuringandoutsourcingand

NEws | news >>


Foreign lawyers are being appointed to ‘unlawful’ legal posts under Fiji’s

new military regime, regional legal bodies have said.

After sacking the entire judiciary, Fiji’s military regime made new posts mid April, re-appointing seven out of nine magistrates. The appointments include New Zealand lawyer Christopher Pryde, who was sworn in again as solicitor-general.

However, law bodies have condemned the reappointments, which they deem to be illegal under Judicature decree. The president of the Fiji Law Society (FLS) – who was detained on charges of sedition – said that the appointments were unlawful since the previous posts prior to the abrogation of the constitution were “proper”.

New Zealand’s Law Society head John Marshall urged all Kiwi lawyers to refuse any posts with the new regime. “My view is that the regime is unlawful and that it would be wrong for New Zealand lawyers to give support to that regime by taking appointment in a government office and particularly in position of a judge,” Marshall told ALB. “The regime is unlawful so any appointments it makes must also be unlawful.”

The debate intensified as Pryde hit back at criticism about his acceptance of the post, claiming that despite the current state of affairs, the judiciary must ensure stability for the people.

“It seems paradoxical for the NZ Law

Society president to say on the one hand that Fiji should be supported in its efforts to return to the rule of law as soon as possible, but on the other hand to say that NZ lawyers should not assist with that goal by accepting office,” Pryde said. “It is precisely at this time that Fiji needs good, competent lawyers to assist it and I am pleased that all NZ lawyers… have committed themselves to staying on and seeing the country through this difficult period.”

And Marshall partially agreed with this view. “I can see the argument for good people taking appointments as officials in Fiji on the basis that they would endeavour to ensure that the rule of law is upheld,” he said.

Glen Ferguson, president of legal organisation LAWASIA, said that while the independence of the courts may be questionable, there is nothing worse than Fiji falling into civil dispute, and for Fijians to lose faith in the legal system. “There seems to be no separation of powers, and from a local’s perspective, that’s very disturbing because if you don’t have faith in the judicial system I don’t know where you can any faith,” he said. “You just cannot have situations occurring like this because for stability in the whole region it’s very important that Fiji is strong too. I think it’s very noble [of the legal bodies’ opinions] but at the end of the day, sanctions only hurt one group and that’s the people of Fiji.” ALB

Anger at ‘unlawful’ foreign appointments

fiji >>

US FIRM IN DOUBLE OFFICE OPENING Mid-tierUSfirmMorris,Manning&Martin(MMM),hasopenedtwoofficesinGreaterChina.ThefirmlauncheditsTaipeiandBeijingofficesinearlyApril,butuntiltheyareapprovedtheywilloperateasbusinessdevelopmentcentres.Thefirm’sTaiwanpracticeisheadedbyUS-based

ofcounselRaymondHo,whojoinedfromHogan&Hartson.AsiapracticepartnerMingJiangwillresideatthenewBeijingofficetoserveasitslocaladministrator.“[China]isanintegralpartofourlong-termstrategic

plan,”saidthefirm’smanagingpartnerRobertSaudek.“Weviewourapproachastwofold:firstassistingwithintellectualpropertypatentprosecutionandpotentiallitigation;andsecond,assistingwithcorporateandsecuritiesmatters.”Thepracticeisprimarilyfocusedonrepresenting

Chinese,Taiwanese,andotherPacific-rim-basedcompaniesandinstitutionswiththeiroperationsintheUnitedStates.

TAIWANESE TO RESOLVE CHINESE DISPUTES ATaiwanesebusinessmanhasbeenappointedbyamainlandChinesecourttoresolveTaiwan-relatedlegaldisputesonthemainland.ChenLong-Feng,aTaiwanesenativewithbusiness

interestsinChina’sFujianprovince,willserveatwo-yearperiodasaconsultantintheZhangzhoucountycourt.Theappointmentissignificantasitismaybethefirstofitskind,andisanotherattempttobridgerelationsacrosstheStraits.ChenwillactasamediatorinTaiwan-related

businessandcivilcasesinthelocalcourt,andalthoughhereportedlyhasnoformallegalbackground,thecourtshaveapprovedChen’sappointmentduetohisindustryexperienceandknowledge.“MrChenknowsmuchaboutpoliciesandlaws

inthemainland.HehasagoodreputationinlocalTaiwanbusinesscirclesandiswillingtoworkforthepublic,”saidHuShaoyin,theZhangzoucourtvicepresident.

newsinbrief >>

Keeping up to date with legal news has just become easier. The ALB team now gives you the opportunity to read the

current edition of ALB magazine online. Each regional edition of ALB can be viewed online www.legalbusinessonline.com. Each week ALB legal news brings you the latest in industry updates to help keep you informed.

All THE lATEsT lEgAl nEws

20

NEws | news >>


Malaysia will permit up to five foreign

law firms to set up local offices as part of a partial liberalisation of its formerly restricted legal industry.

To promote the country as an Islamic finance hub, the Malaysian government has decided to allow up to five foreign law firms specialising in Islamic finance to set up local offices. However, the firms will not be allowed to branch out into other practice areas, restricted to advise only on Islamic finance transactions.

In a move similar to the Singapore government’s recent QFLP licence grants, foreign firms’ applications will be judged on their “credibility” and the business plan of their Malaysian office.

“By permitting foreign law firms to set up on a stand-alone basis, there is no necessity for such firms to share or transfer any technology or knowledge to Malaysian practitioners,” said Ragunath Kesavan, the MBC’s president.

Kesavan also raised doubts as to whether the objective behind the liberalisation – to establish

Malaysia as Asia’s Islamic finance hub – would be achieved, since it is unlikely that the approved foreign firms will bring more clients and business to the country.

The announcements come as competition intensifies between Asian countries keen to capture market share in the booming Islamic finance market. According to Azmi Mohdi Ali, managing

malaysia >>

Finance chance for foreign firms

United Arab Emirates (UAE) firm Hadef

& Partners (previously known as Hadef Al Dhahiri & Associates) rebranded itself early last month in a move described by its managing partner, Sadiq Jafar, as necessary to make

it more recognisable to an international audience. Now it has cut six of its corporate finance lawyers and plans to shift a number of key partners between its Abu Dhabi and Dubai offices.

Jafar said that despite the move, the “rejuvenated and

‘Rejuvenation’ leads to six lawyers losing their jobsuaE >>

uPdATe >>

International Tax

uk Budget update

The main UK Budget headlines from Chancellor Alistair Darling’s recent UK Budget are .

From April 2010, a 50% Income Tax rate for those •with taxable income over £150,000 will be put into effect.

No UK personal allowance for those earning over •GBP100,000.In effect the marginal UK Income Tax rate for those •earning between GBP100,000 to GBP114,000 is 67%The UK Trust rate of tax to increase to 50% from April 2010 •Tax relief for pension contributions restricted for those •earning over £150,000, to 20% Employers National Insurance increases to 11.5% from •5 April 2011; as previously announced.Increased ability to carry back Enterprise Investment •Scheme (EIS) income tax relief Extension to 3 year carry back for business losses up to •£50,000 First Year Allowances of 40% for capital expenditure •Tax breaks for Furnished Holiday Lettings (FHL) to be •repealed from 2010/11 VAT to return to 17.5% from 1 January 2010 •Stamp Duty Land Tax (SDLT) exemption for properties up •to £175,000 to be extended until 31 December 2009 Worldwide debt cap rules to begin for companies with •accounting periods beginning on or after 1 January 2010 Naming and shaming of persons who have evaded •GBP25,000 of tax, and who have subsequently been assessed.

The shortfall, of GBP200B, between expected Government revenue and spending of GBP10,900 for every man, woman and child in the UK, will be made up from UK Government Gilt sales of GBP220B in the coming year.

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

NEws | news >>


Finance chance for foreign firms

‘Rejuvenation’ leads to six lawyers losing their jobs

partner of Malaysian firm Azmi & Associates, Singapore’s recent launch of a global Islamic bond program indicated that it was fast catching up to Malaysia’s lead in the market. Ali said that Singapore had an advantage due to its better access to international customers and its accommodation of foreign law firms.

“In the near future, Malaysian law firms may need to play catch-up with Singapore lawyers as fast as possible,” Ali said. “The Islamic banking gap between Malaysia and Singapore is narrowing and the position that Malaysia enjoys as an international Islamic financial hub may soon be achieved by Singapore.” ALB

modernised” firm will look to continue to grow in the region. “We’ve restructured in various practice groups. For example, some people have moved to our Abu Dhabi office, which at the moment is much more dynamic. This is mainly

in the banking & finance team. We expect to see growth in our dispute resolution group, financial and restructuring.”

Jafar was also quick to point out that the firm had hired 12 new lawyers over the past six months. ALB

uPdATe >>

Financial

Transfer your uk pension to Asia!

On 6 April, 2006 Her Majesties Revenue & Customs introduced Qualifying Regulated Overseas Pension Schemes (“QROPS”) legislation, which basically simplified pension transfers.

QROPS legislation allows expatriates, or foreign nationals who have accrued pension benefits in the UK, to transfer all their UK pension provision (except state pensions) to a more flexible ‘offshore’ pension arrangement.

The benefitsOverseas pension income is not subject to UK tax (but a UK •pension is - whether or not you are UK resident).Pension funds are free of UK Inheritance Tax (for UK •domiciled individuals).The pension fund monies may be freely invested in a wide •variety of investments.There will no longer be a compulsion to purchase an •‘annuity’ at retirement to provide an income.The full value of your pension fund will be passed to your •beneficiaries on your death.

is your UK pension at risk?‘Defined Benefits Schemes’ in the UK form part of the Balance Sheet of the employer – which is a risk. 125,000 people have already lost 100% of their pension monies due to the liquidation of their respective employers! Whilst there is some statutory protection by virtue of the Pension Protection Fund (PPF), the PPF itself is under threat. The collapse of Waterford Wedgewood for example, will put on extra £50 million strain on the already heavily loaded pensions industry lifeboat. The fund already has 67 pension funds under its wing including the huge MG Rover scheme, Lehman Brothers UK and Woolworths.

Free-of-charge assessmentThere are various jurisdictions that you could choose to transfer your UK pension, and we have already arranged several transfers amounting to many GBP millions. In order to safeguard your position and to explore your options, feel free to take advantage of our free-of-charge initial assessment. Contact me now, before you miss the boat!

David R. Bojan, Managing Director Horwath Financial Services Ltd. Tel: (852) 2511 8337 Fax: (852) 2802 7613 Email: [email protected] Website: www.hfs.com.hk

David R. Bojan

22

NEws | news >>


korEa >>

global >>

Four-day week gets thumbs uplaw firms are adopting

a four-day week to avoid redundancies and as alternatives in firm cost cutting measures.

Norton Rose has recently received a 96% vote from lawyers in support of its new Flexible Working Scheme, which will allow staff to either adopt a four-day week on 85% of their salary, or take paid leave for up to 12 weeks at 30% of base salary.

The scheme began on 1 May and includes partner as well as salaried staff. The firm’s chief executive Peter Martyr said that the aim of the scheme was to “protect jobs”.

UK-based firms, Ashurst and Simmons & Simmons are also known to have

invited lawyers to adopt the reduced-hours for reduced-pay alternative. Top-tier Australian firms such as Mallesons Stephen Jacques, Minter Ellison and Freehills said that flexible working schemes have been options for their lawyers for some time now, but the financial crisis has nevertheless prompted a closer consideration of the schemes.

“We’re continuing to pay very close attention to our

Partial liberalisation puts mergers back on agendaAs Korea’s legal market edges closer to liberalisation,

domestic law firms are finding that mergers are a viable way to bulk up and remain competitive.

Korean law firm Hwang Mok Park has agreed to merge with boutique litigation practice Hanseung Law Firm. The merged firm, which will retain the name Hwang Mok Park, will become Korea’s eighth largest law firm, boasting around 120 Korean lawyers, foreign legal consultants, patent attorneys, CPAs, tax accountants and custom brokers.

Hanseung, which will contribute 35 lawyers of its own to the union, specialises in lawsuits, mediation and corporate affairs and has a number of high-profile lawyers in its ranks, including former heads of the patent, family and administrative courts and a former justice of the constitutional court.

“This acquisition of Hanseung puts us into the top tier of law firms in Korea,” said the firm’s senior partner Hwang Ju-myung. “By virtue of this merger, our corporate clients will enjoy even stronger litigation services, in the civil, criminal, family and administrative areas.” ALB

“[The schemes] are policies we’ve had in place for a few years now; it’s not a response to the crisis”SPOKESMAN, MALLESONS STEPHEN JACqUES

uPdATe >>

Intellectual Property

Singapore Court of Appeal Considers revocation and Invalidation Provisions in the Trade Marks Act

In the recent case of Wing Joo Loong Ginseng Hong (Singapore) Co Pte Ltd v Qinghai Xinyuan Foreign Trade Co Ltd and Another and Another Appeal [2009] SGCA 9, the Singapore Court of Appeal had to decide on various issues

surrounding trade mark revocation and invalidation.The Appellant argued that a “Rooster” device trade mark

registered for inter alia, cordyceps (the “Rooster” Mark) was liable for revocation on grounds that it had become a common name in the trade due to the registered proprietor’s acts or inactivity (section 22(1)(c) of the Singapore Trade Marks Act). The Court of Appeal found that there was no evidence to show that the word “Rooster” has become commonly used for denoting cordyceps from the People’s Republic of China (PRC), regardless if the cordyceps bear the Rooster Mark. Hence, the Appellant had not discharged its burden of showing that the “Rooster” Mark was a generic mark in the trade for cordyceps from the PRC.

The Court further expounded that it is insufficient for the Appellant to show that the “Rooster” Mark was a popular mark used to denote cordyceps from the PRC. “The mere fact that a mark is popular or even the only brand used to market a particular product or service does not ipso facto render the mark a generic mark and thus undeserving of protection.” (at [65])

Despite its finding that the basis for revocation under section 22(1)(c) was not made out, the Court went on to consider whether the Registrar of Trade Marks and the Court, in trade mark revocation and invalidation proceedings, have a residual discretion not to revoke or invalidate the registration of a registered trade mark even though one or more of the grounds for revocation or the grounds for invalidation have been made out. The Court of Appeal overruled the lower court’s finding that discretion was conferred by the word “may” in the relevant provisions in the Trade Mark Act. It opined that the correct interpretation of the word “may” in the relevant provisions does not confer any such residual discretion on the part of the Registrar or Court.

The Court of Appeal’s views on the correct interpretation of “may” in the relevant revocation and invalidation provisions in the Trade marks Act is significant as this is the first time a final appellate court has the opportunity to consider the issue.

Joyce Ang, Associate Intellectual Property and Technology Group ATMD Bird & Bird LLP 39 Robinson Road #07-01, Robinson Point, Singapore 068911 Phone +65 6428 9422 Email: [email protected]

Joyce Ang

NEws | news >>


uaE >>

Four-day week gets thumbs upcost base and discretionary spending, as part of the normal budget planning process to… preserve jobs,” said Minter Ellison’s Chief Executive Partner, John Weber. “We’re also encouraging staff to consider flexible work options where their workloads have changed because of the market downturn.”

A firm spokesman at Mallesons said the firm was implementing flexible work policies that have been in place for a number of years. “[The schemes] are policies we’ve had in place for a few years now; it’s not

a response to the crisis,” he said. “There haven’t been any changes to the policy – our only response in terms of the current environment has been that we’ve not replaced contracts where they’ve expired.”

A Freehills spokesman said that due to the downturn, the firm will be more closely managing existing arrangements – such as part-time work, varied hours, job sharing, and working from home. “Because of the financial crisis and requests from staff for more flexible work options, we’ve extended the flexible working options, like career breaks and purchased extra leave,” the spokesman said. ALB

Dubai latest office to be hit by DLA layoffs

John WeberMinter Ellison

Redundancies at DLA Piper have now reached its Middle East operations, with the firm announcing that eight

associates have been cut from the Dubai office.The redundancies will affect the corporate, finance and

projects practices, amounting to an 8% cut of its fee earners. Middle East managing partner David Church told ALB the

firm had been working on methods to minimise the job losses but the cuts were inevitable.

“We discussed a range of alternative solutions with our people, many of which have been implemented, such as reducing the number of hours worked, transfers to other offices in the region [Abu Dhabi, Doha and Kuwait] where there is more demand, sabbaticals and secondments, and offering volunteer leave to enable people to assist on CSR projects around the world,” Church said.

Church added the redundancies were caused by waning client demand in the region. “There has been a reduction in the demand for legal services in Dubai,” he said.

The news follows the firm’s announcement in March of 54 lay offs affecting its Asia offices, and a number of other. ALB

uPdATe >>

International Arbitration

Supportive and Supervisory Powers of the Singapore high Court for International Arbitrations seated in Singapore

Singapore’s status as a premier arbitration centre is robustly supported not only by its judicial philosophy and the presence of top arbitral institutions, but also its legislative framework for the conduct of international

arbitrations. International arbitrations are governed principally by the

International Arbitration Act (the “IAA)” and the UNCITRAL Model Law on International Commercial Arbitration (the “Model Law”), which is implemented by the IAA on an “opt-out” basis.

As noted in the second reading speech to the International Arbitration Bill, the IAA seeks to “facilitate arbitrations”. To this end, the Singapore High Court has been conferred an array of powers to assist the arbitral tribunal and parties in arbitration. The more significant supportive and supervisory powers of the Singapore High Court are:

Key supportive powers include:staying court proceedings instituted by a party to an •arbitration agreement against another party to the arbitration agreement in respect of any matter which is the subject of that arbitration agreement. This includes the power to make any interim or supplementary orders to preserve the parties’ rights in relation to any property which is the subject of the dispute or to retain previously arrested property as security for the satisfaction of any arbitral award (ss 6 and 7 of the IAA);making orders for security for costs, discovery of •documents, interrogatories, obtaining evidence by affidavit, preserving or selling property and assets, securing the amount in dispute and interim injunctions or other interim measures (s 12(7) of the IAA); andmaking orders to compel the attendance of witnesses •(including prisoners) in Singapore before the arbitral tribunal, e.g. by the issuance of subpoenas to testify or subpoenas to produce documents (ss 13 and 14 of the IAA).

Key supervisory powers include:setting aside an arbitral award on any ground listed in s 24 •of the IAA or Art 34(2) of the Model Law;deciding on any challenge to an arbitrator on grounds of •partiality or lack of independence or qualifications (Art 13(3) of the Model Law);deciding on the termination of an arbitrator’s mandate if •he becomes unable to to perform his functions or fails to act without undue delay, unless the arbitrator withdraws from office or the parties agree on the termination of the mandate (Art 14(1) of the Model Law); anddeciding whether the arbitral tribunal has jurisdiction •over a matter, if the arbitral tribunal rules as a preliminary question that it does (Art 16(3) of the Model Law).In line with the legislative intent behind

the IAA, judicial intervention to exercise these powers is kept to a minimum.

Mr Christopher Anand Daniel is a Director of Drew & Napier’s International Arbitration Group. His areas of practice include international commercial arbitration, commercial and corporate litigation, banking litigation, and public law litigation. Christopher has successfully argued at all levels of the Singapore courts, and before international arbitral tribunals. He can be contacted at +65 6531 2760, or [email protected].

Christopher Anand Daniel

24

NEws | appointments >>


Norton Rose boosts Riyadh officeNortonRosehasappointedDonaldFrancoeurasaseniorcounseltoitsRiyadhbanking&financepractice.FrancoeurjoinsfromQatari

firmGebranMajdalany,andhasalsoworkedwithCanada-basedfirmFraserMilnerCasgrainandinStikemanElliot'sMontrealoffice.NortonRosehopesthe

appointmentwillassistthefirminitsregionalgrowthstrategy."SaudiArabia'splans

forthedevelopmentofitsinfrastructure,privatisation,thecreationofpubliccompaniesandtheinvestmentofsomeofitswealthoutsidethecountryare…enormous,”saidStephenParish,thefirm'sglobalheadofbanking.

New partner for RayYin & Partners RayYin&PartnershasannouncedthatZhouJunhasjoinedasapartnerinShenzhen.“[The]Shanghaiofficewill

serveasabaseforworksfocusedonbothdomesticandinternationalclients,”saidZhouYi,founderandchairmanofthemanagementcommitteeatRayYin.“Foreigninvestment,trusts,realestateandintellectualpropertyprotectionarethemainareasofadviceweprovideforforeignclients.”

Sheppard Mullin strengthens China-US practiceSheppard,MullinhasaddedpartnerToddBissetttothefirm’sShanghaicorporatepractice.Bissett,aprivateequityandmid-marketM&A

specialist,willsplithistimebetweenShanghaiandSiliconValley,tostrengthenthelinkbetweenthetwoUSandChinaoffices.

Loeb & Loeb makes Beijing corporate moveLoeb&LoebhasappointedtheformerfirstvicepresidentofMerrillLynch,FrankMarinaro,asapartnerinthecorporatedepartment.MarinaroistoheadthesoontobelaunchedofficeinBeijing,wherehewillbecomethefirm’schiefrepresentativeinChina.

ProMoTIonS ►name Firm Promotion Practice Location

UmeshKumar Linklaters Partner Financialmarkets HongKong

JiroToyokawa Linklaters Partner Corporatetransactions

Tokyo

SamanthaThompson Linklaters Partner Corporatetransactions

HongKong

WilsonAng Linklaters Counsel Litigation HongKong

RosamundBarker Linklaters Counsel Capitalmarkets HongKong

HowardLam Linklaters Counsel Banking HongKong

SophieMathur Linklaters Counsel Corporate,M&A Singapore

JiannanZhang Cadwalader Partner Corporate Beijing

ZiliShao Linklaters Asiamanagingpartner Corporate HongKong

ProMoTIonS ►Firm Partner From To

Fulbright&Jaworski RichardHill London HongKong

Fulbright&Jaworski StefanRicketts London HongKong

CliffordChance SimonCooke London HongKong

Simmons&Simmons DamonLeMaitre-George China London

Simmons&Simmons CharlesMayo HongKong London

Simmons&Simmons JaneNewman Shanghai London

White&Case SebastianBuss London Singapore

APPOINTMENTS

LATerAL hIreS ►name Leaving Going to Practice Location

donald Francoeur GebranMajdalany NortonRose Banking&finance Riyadh

Todd Bissett O’Melveny&Myers Sheppard,Mullin Corporate Shanghai

Frank Marinaro MerrillLynch Loeb&Loeb Corporate Beijing

Zhou Jun RayYin&Partners Privateequity Shenzhen

Zhang Jiachun ChinaNationalPharmaceuticalIndustryCorporation

EastAssociates Corporate Beijing

Jessica Fei WongPartnership Fulbright&Jaworski Disputeresolution HongKong

qi Bin RunMing Shiminlawoffice Japanpractice Shanghai

kathy Yang O’Melveny&Myers RunMing Corporate,finance Beijing

Charles Liang Alstom RunMing Corporate,FDI Beijing

Akio Yamada JapanFairTradeCommission

JonesDay Antitrustandcompetitionlaw

Tokyo

Prashanth Sabeshan

Freehills NortonRose Energy&resources Singapore

Fraser hern Allen&Overy Walkers Insolvency&restructuring

HongKong

ray Wearmouth HarneyWestwood&Riegels Ogier Corporate BritishVirginIslands

John Inge Hogan&Hartson Orrick IP Tokyo

Bharat Anand Freshfields Khaitan Corporate NewDelhi

RayYin & Partners

Sheppard Mullin

Frank Marinaro

Zhou Jun

Gebran Majdalany Norton Rose

Merrill Lynch Loeb & Loeb



Former partner rejoins Shanghai Shimin JapanpracticeveteranQiBinhasrejoinedShanghaiShiminlawofficeasapartner,leavingRunMingwherehewasafoundingpartnerandhelpedbuildupthefirm’sShanghaibranch.QiwasapartneratShiminforanumberofyears

beforeleavingthreeyearsagotoheadupJunyi’sShanghaioffice.HebecameafoundingpartnerofRunMingwhenitwasestablishedbasedonamergerbetweenaJunyiteamandanewstart-upBeijingfirm,Runbo,inApril2007.QicitedamajoradjustmentinShimin’sbusiness

structure,afteritseparatedfromtheCASTGroup,asthemaindriverbehindhisreturn.“ThenewbusinessmodelallowsustocontinuetodevelopourJapanpractice,butalsofreesusuptoexpandourclientbasetoincludecompaniesfromEuropeandtheUS,”hesaid.

Linklaters embarks on promotions driveLinklatershasmadeupthreenewpartnersandappointedfournewcounseltothefirm’sAsiaoffices.ThefirmhaselevatedthreeAsia-basedlawyerstopartnership–financial

marketslawyerUmeshKumarinHongKong,aswellascorporatetransactionsattorneysJiroToyokawainTokyoandSamanthaThompsoninHongKong.Additionally,thefirmhasalsoelected18newcounselacrossits10offices,four

ofwhomarebasedinAsia.HongKong-basedlawyersWilsonAng,RosamundBarkerandHowardLamhavebeenappointedfromthelitigation,capitalmarketsandbankingpracticesrespectively,alongwithSingapore-basedcorporate&M&AlawyerSophieMathur.

Fulbright adds to HK office with new hires Fulbright&JaworskihasaddedsixlawyerstoitsHongKongoffice.ThefirmhashiredWongPartnership’sformerheadofdisputeresolutioninChina–JessicaFei–ascounsel,transferredinternationaldisputepartnersRichardHillandStefanRickettsfromLondontoHongKong,andaddedthreenewassociates–EricWong,FungLinLeungandPengfeiFu.“Wehaveseenrapidgrowth,marketliberalisationand

thetransformationoftheChineseeconomyduringthepastdecade,”saidJeffreyBlount,theheadofFulbright’sChinaandAsia-Pacificpracticegroups.“AsAsianmarketshavematured,attractedvastamountsofforeigncapitalandotherwisebecomemoreintegratedintotheglobaleconomy,wehaveseenapredictableincreaseincomplexdisputes.”

Linklaters

Jessica Fei

Run Ming Shanghai Shimin

various Fulbright & Jaworski

Orrick boosts IP offering with lateral hireOrrickhasstrengtheneditsTokyoIPofferingafterannouncingJohnIngewilljointhefirmasanofcounsel.Inge,whojoinsthefirmfromtheTokyooffice

ofHogan&Hartson,hasactedforanumberofhigh-profileJapanesecorporates,primarilyintheelectronicsandsemiconductorfields,inpatentlitigationcasesandotherIPmatters.

Hogan & Hartson Orrick uPdATe >>

Islamic Finance

A short note on forum non conveniensWhat is the doctrine of forum non conveniens?According to Black’s Law Dictionary, forum non conveniens (“FNC”) is the discretionary power of court to decline jurisdiction when the parties’ convenience and ends of justice are better brought and tried elsewhere.

What is the relationship between FnC and the jurisdiction of the court?A court may have jurisdiction to try and hear cases and decline its jurisdiction over the same due to the ground of FNC.

When does a Malaysian Court have jurisdiction to try a case?The jurisdiction and power of the Malaysian Courts to preside over any case are provided for under Section 23 of the Courts of Judicature Act 1964.

Do the Malaysian Courts recognise FnC?In the case of American Express Bank Ltd. V. Mohamad Toufic Al-Ozeir & Anor [1995] 1 CLJ 273, the Supreme Court ruled that even though a Malaysian court has jurisdiction to entertain the claim between the parties, the court still has the discretion to decide whether to deal with the case or otherwise, based on FNC principles.

Do the English Courts recognise FnC?By virtue of the celebrated case of Spiliada Martime Corp v Cansulex Ltd [1987] A.C. 460, 475-478, the House of Lords declared that the English Courts also recognise the FNC doctrine as a discretionary power of the court.

What are the basic principles laid down in the case of spiliada?In Spiliada, Lord Goff set out the basic principle as follows:

“The basic principle is that a stay will only be granted on the ground of forum non conveniens where the court is satisfied that there is some other available forum, having jurisdiction, which is the appropriate forum for trial of the action, i.e. in which the case may be tried more suitably for the interest of all the parties and the ends of justice.”

Do the courts in the European Union (“EU”) recognise FnC?Pursuant to the Brussels Convention 1968, the courts in EU countries have exclusive jurisdiction to hear any claim between the parties where one or more of whom is domiciled in any EU country, where the parties have agreed that the courts of EU countries are to have jurisdiction. It is also provided that the courts in EU countries have no discretion to decline jurisdiction even on the ground of FNC.

ConclusionFNC is well recognised under the administration of justice system in Malaysia as well as in England. However, as far as the EU countries are concerned, FNC is not applicable when the case falls within the ambit of the Brussels Convention 1968.

Written by Arni Ariffin and Ahmad Syahir Yahya Arni Ariffin Senior Associate Corporate Commercial Practice Group Azmi & Associates 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia Tel: +6 03 2118 5000 Fax: +6 03 2118 5111 www.azmilaw.com

Arni Ariffin

26



White & Case

Simmons & Simmons

sebastian Buss

Simmons bucks trend to relocate three Simmons&SimmonshasmovedthreeseniorcorporatepartnersbacktoLondonfromitsChinaoffices,whichhasresultedinanumberoflocalassociateredundanciesintheregion.ThethreepartnersleavingforLondonareheadoftheAsia

corporatepracticeDamonLeMaitre-GeorgeandcorporatepartnerCharlesMayoinHongKong,andpartnerJaneNewmaninShanghai.HongKongpartnerTomDeeganwillreplaceLeMaitre-

Georgeasthenewregionalcorporatehead.

White & Case aviation lawyer flies to SingaporeWhite&CaseaviationlawyerSebastianBusshasbeentransferredfromthefirm’sLondonofficetoitsnewQFLP-licensedofficeinSingapore.Busshasalsobeenappointedpartnerinthefirm’sAsia

energy,infrastructure,projectandassetfinancepractice,andwillraisetheSingaporeoffice’snumberoflawyersto24.“TheAsia-Pacificassetfinanceandaviationfinancemarketis

growinganditisessentialforourcontinuedsuccesswithinthemarkettocontinuetogrowourpracticeaswell,”Busssaid.

Jones Day Tokyo appoints competition advisorAkioYamadahasjoinedJonesDay’sTokyoantitrustandcompetitionlawpracticeasasenioradvisor.YamadapreviouslyheldanumberofkeypositionswithintheJapanese

businesscommunityandacademia,includingsecretarygeneraloftheJapanFairTradeCommissionandaffiliatedprofessorshipsatKyoto,Doshisha,andWasedauniversities.PhillipProger,globalheadofthefirm’santitrustandcompetitionpractice,said

Yamada’sappointmentwillhelpitstayaheadofchangestoJapan’scompetitionlawregime.

Fair Trade Commission Jones Day

Insolvency lawyer heads for Hong KongWalkershassecuredacoupafterannouncingFraserHernhadjoineditsHongKongofficeaspartofitsinsolvency,restructuringandcorporaterecoverygroup.

A&O Walkers

various Run Ming

Run Ming adds two partners on anniversary RunMingLawOfficecelebrateditstwo-yearanniversaryinearlyApril,andmarkedtheoccasionwiththeappointmentoftwonewpartnersinBeijing–CharlesLiangandKathyYang.Liang,previouslythegeneralcounselforAlstominChina,

hasjoinedRunMingasanexecutivepartner.Liangco-foundedJingtian&Gongchengbeforemovingtoin-houserolesinMotorola,AgilentTechnologies,IntelandAlstom.YangjoinsfromO’Melveny&Myers’Beijingoffice,whereshe

wasaseniorcounselinthefirm’sM&Apractice.HerpracticefocusesonM&A,privateequity,securitiesofferings,bondsissuanceandforeigndirectinvestmentinChina.PriortojoiningO’Melveny,sheworkedintheChicagoofficeofanothermajorinternationallawfirm.

Charles liang

Damon le Maitre-George

uPdATe >>

employment

update on Singapore Bank defection Case

In an Employment Update last year, we reported on the criminal proceedings that were brought against 7 former employees of Citibank in January 2008.

The individuals had worked in Citibank’s private banking division until mid-2006 when a number of them left the bank to join a competitor, UBS. It was alleged that in the months leading up to their departure, the individuals accessed Citibank’s computers without authority and printed out certain information, and sent data to their personal e-mail addresses. A total of 1,223 charges were brought against the former employees, relating to alleged unauthorised access to computer data, disclosure of customer information, and destruction of evidence.

Five of the former employees involved have now been fined for their actions, and one has been acquitted with a warning. Proceedings against the one remaining former employee, the former manager in charge of the group, are pending.

The first to be fined was a former Vice-President, who pleaded guilty to 21 charges. The court imposed a total penalty of $173,000. According to media reports, the court heard in the course of the proceedings that she had already paid $180,000 to the bank to settle the related civil claim. The second employee to be fined was the personal assistant to the Vice-President. She had acted on the Vice-President’s instructions in compiling and keeping Citibank customer information in the months leading up to their departure. She admitted to 6 charges, and was fined a total of $40,000.

The remaining three former employees were each Relationship Managers, who were prosecuted in relation to the unauthorised extraction of bank and customer confidential information from Citibank’s computer database. Two of the former employees pleaded guilty to 20 charges and were fined $160,000 and $130,000 respectively. The third pleaded guilty to 10 charges and was fined $70,000.

The cases are significant as they are the first of their kind in Singapore. It is clear that the court has not taken lightly the conduct engaged in, given the significant penalties imposed, though it chose not to sentence any individual to jail.

The cases have drawn widespread interest given the propensity for movement of personnel between employers in the banking industry, and the severe stance that has been taken by the regulators and the courts to the conduct engaged in. It may give some comfort to employers to know that they not only have civil remedies available to them in these circumstances, but may also seek the involvement of the police and/or other relevant regulatory bodies in protecting their confidential information.

George Cooper, Practice Leader Workplace Law & Advisory – Asia Freehills Direct +65 6236 9941 Telephone +65 6236 9939 Facsimile +65 6538 2575 http://www.freehills.com

George Cooper



Clifford Chance

PE partner trades London for Hong Kong CliffordChanceprivateequity(PE)partnerSimonCookewillrelocatefromthecompany’sLondonofficetoHongKongasthefirmstrengthensitsPEoffering.CookewillworkcloselywithHK-basedpartnerAndrewWhan

inwhatisoneoftheregion’slargestPEteams.WhansaysthatCooke’srelocationisevidencethattherearestilldealstobestruckforsophisticatedPEinvestorsintheregion.“Likeourclients,weremainupbeatandbelievethattheprivateequitymarketinthisregionwillcontinuetoweathertheglobalfinancialstorm,”Whansaid,notingthatinvestorshaverecentlybeensettingtheirsightsontheAsiaPEmarketaswellaspublicmarketsacrosstheregion.

Harneys lawyer returns to old firm FormerHarneyWestwood&RiegelslawyerRayWearmouthhasre-joinedhisoldfirmOgierandwillbebasedintheBritishVirginIslands(BVI)office.Afterservingsevenyearsasanequitypartnerat

HarneysandlaterestablishingitsHongKongoffice,WearmouthreturnedtoOgier’scorporate,commercialandbankingpractice.

Harneys Ogier

Freehills lawyer joins Norton Rose SingaporeNortonRosehassecuredtheservicesofformerFreehillsseniorenergylawyerPrashanthSabeshan,whowillitjoinitsSingaporeofficeasanofcounsel.Indian-admittedSabeshanadvisesonenergyandinfrastructureprojectsinthe

subcontinentandthroughouttheAsianregion.HisappointmentistimelyasNortonRoseintendstobolsteritsIndiapracticeafterobtainingaQFLPlicence.“IndiaisveryimportanttoourSingaporepractice,andPrashanthbringsan

in-depthknowledgeofIndianenergyandinfrastructuredeals-hewillplayanimportantroleinthecontinuedgrowthofourbusinessinAsia,”saidJeffSmith,aSingapore-basedpartnerinthefirm’senergypractice.

Freehills Norton Rose

Ray Wearmouth

Andrew Whan

Hern,whojoinsfromAllen&Overywherehewasaseniorassociate,advisesinsolvencypractitioners,turnaroundprofessionals,bankcreditors,debtors,shareholders,bondholdersandotherstakeholdersoncorporateandfinancialrestructuringandinsolvencymatters.“Weareseeingasubstantialincreaseinrestructuringworkgiventhecurrent

economicclimate,”saidGuyLocke,globalheadoftherestructuring,insolvencyandcorporaterecoverygroup.

uPdATe >>

IT column TM

Preserve in Place vs. Collect to PreserveCan you explain the distinction between the preserve-in-place and collect-to-preserve approaches, including how this might cause you to recommend one type of eDiscovery solution over another? – Senior Litigation Support Specialist, Fortune 500 Biotechnology Company

“Preserve in place” refers to preservation of archived data formats, such as back-up tapes, email archives and scanned document repositories—items that are not altered in the

normal course of business. However, recently the term has been expanded to refer to “locking down” files currently in use wherever they are found, including files on custodians’ computers. The risk and inconvenience of using “preserve in place” for documents currently in use by the custodian limits its usability for eDiscovery preservation.

“Preserve in place” does not actually collect files in a forensically defensible manner. Once a document is “locked down,” the custodian must make a copy of the file to edit and use for business purposes. If the file is on a computer of a custodian who is also an “administrator” on that computer, it may be possible to override the in-place preservation. In addition, leaving a file in place on a computer in the possession of a custodian exposes the data to greater risk of accidental or purposeful destruction. Finally, the metadata and unique hash value of the file may be altered when “locked down,” rendering proof of chain of custody and duplicate identification difficult or impossible. “Collect to preserve” is the method that data forensics and eDiscovery professionals use when preserving potentially relevant evidence.

This method uses digital investigation or eDiscovery software to create a copy (which is an original under the Federal Rules of Evidence) of the target data (often filtered by keywords, dates, or other parameters). The software verifies the accuracy of that copy by generating a Hash or CRC value, then preserves the copy, along with its exact state and metadata, within a court approved file format. By quickly preserving data out of the stream of use in the regular course of business, you can minimize business disruption, the burden of “preserve in place” data management and the risk of spoliation. If you are collecting data for submission in court or for proof of compliance to regulators, use an eDiscovery solution that uses the “Collect to preserve” method.

Written by Michael Rhoden, Product Manager EnCase eDiscovery, Guidance Software, Inc For more information, please contact: Carl Kimball, General Manager, Asia Pacific Guidance Software, Inc Phone: +65 6248 4527 Email: [email protected]

Carl Kimball

28

NEws | deals update >>


mergermarket M&A deals update

NEws | deals update >>


30

NEws | regional update >>


Reg

ional

updat

es

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

CHINAPaul Weiss

PHILIPPINESSyCip Salazar Hernandez & Gatmaitan

MALAYSIATay & Partners

INDONESIABT Partnership

SINGAPORELoo & Partners

VIETNAMIndochine Counsel

by the Measures) within the PRC. Finally, central MOFCOM approval is required for investments that (i) are in an amount of US$100 million or more, (ii) involve the establishment of an overseas special purpose vehicle for the listing of PRC assets, (iii) involve the interests of several jurisdictions, (iv) are in designated jurisdictions (to be set forth in a separate list), or (v) are in jurisdictions without diplomatic relations with the PRC.

Despite the welcome clarifications and streamlining detailed above, the Measures may impose unanticipated barriers to outbound investment. For example, the Measures provide that any agreement relating to the outbound investment will only become effective once the relevant governmental approvals have been obtained and not upon execution. Careful drafting will be required to ensure that key contractual provisions retain their enforceability pending receipt of such approvals.

Written by Peter Davies, associatePaul, Weiss, Rifkind, Wharton & Garrison

Hong Kong Club Building, 12th Floor 3A Chater Road, Central Hong Kong Email: [email protected] Ph: (852) 2536-9933

On March 16, 2009, China’s Ministry of Commerce (“MOFCOM”) issued the Measures on the Administration of Overseas Investments (the “Measures”), replacing the regulations issued in 2004. The Measures apply to investments by entities established in China in non-financial enterprises outside China.

At the heart of the Measures is MOFCOM’s determination to focus the central government’s caseload on large scale or politically sensitive investments and allow other applications to be approved more easily. The 2004 framework authorized provincial level MOFCOM authorities to approve investments by enterprises under the local government in certain designated countries; investments in other locations or by enterprises under the central government required national level MOFCOM approval.

Under the Measures, applicants should instead follow one of three tracks, depending on the significance of the investment. A fast track applies for investments of less than US$10 million and which do not fall into the categories requiring provincial or central approval (see below). Such applications do not require a full review and should obtain approval within three business days after submission of an application form (but not full documentation) to either a provincial or the central MOFCOM bureau. On the second track, provincial MOFCOM bureaus may approve (i) investments of between US$10 million and US$100 million; (ii) investments in energy and natural resources and (iii) investments that involve “raising external funds” (a term left undefined

CHINA

New Focus and New Thresholds for Chinese Outbound Investments

PHILIPPINES

Overhauling Foreign Exchange Regulations

As a measure to further liberalize and streamline the foreign exchange regulatory framework of the Philippines, the Bangko Sentral ng Pilipinas (“BSP”, Central Bank of the Philippines) issued



payment to designated investee firms/beneficiaries in the Philippines.

To ensure timely and immediate information of foreign currency movements, the BSP imposed stiffer penalties on custodian and remitting banks for late reporting of transactions in BSP-registered investments.

Written by Jesusa Loreto A. Arellano-Aguda

Sycip Salazar Hernandez and Gatmaitan SSHG Law Centre, 105 Paseo de Roxas Makati City, Manila, Philippines Tel: +63-2-817-98-11 loc. 261 Fax: +63-2-817-38-96 E-mail: [email protected], [email protected] Website: www.syciplaw.com

On 10 March 2009, Malaysia announced a second economic stimulus package amounting to a whopping RM60.0 billion (approximately USD16.7 billion). This package accounts for almost 9% of Malaysia’s GDP and is on top of the RM7.0 billion first fiscal stimulus package announced as recently as November 2008.

The size and the swiftness of the second package underscore the rapidly deteriorating global economic environment which the Malaysian economy is facing and which it is neither immune nor insulated from.

Malaysia is the third most export dependent country in Asia after Hong Kong and Singapore, relative to the size of its economy. In the face of declining exports and declining prices of its major exports of crude oil, gas and palm oil, the second package is timely indeed.

MALAYSIA

The centerpiece of the second package is the plan to get credit flowing again.

Since the Asian financial crisis of 1997, there has been a conscious shift towards the bond market as Malaysian corporations’ source of financing for long-term funds and for infrastructure/project financing. As a result, Malaysia now has the largest bond market in Asia ex-Japan.

However, in the face of deteriorating economic indicators and a tight credit environment, issuance of Ringgit bonds is expected to drop to RM25.0 - RM30.0 billion in 2009, as compared to RM49.0 billion in 2008 and from a record high of RM54.0 billion in 2007.

Under the current market conditions, even viable companies are facing difficulties in accessing credit. To that end, the second package has allocated RM25.0 billion of guarantee schemes for working capital and capex purposes. Significantly for the Malaysian bond market, the scheme includes the establishment of a Financial Guarantee Institution by the first half of 2009.

The FGI will be a government-owned corporation and assisted by the Central Bank of Malaysia. It will act as a bond guarantee agency that will provide guarantees for the bonds issued, thereby providing credit enhancements to corporate bond issuances which assists in raising the credit ratings of the issuers. The guarantees will reduce financing costs, assist viable companies to raise much need funds and encourage corporations to make a return to the bond market.

The FGI is expected to assist the raising of some RM15.0 billion worth of bonds which would hopefully have the desired economic multiplier effect to avert a full-blown economic slowdown.

Written by Ronald Tan, PartnerHead of Debt Capital Markets

Tay & Partners 6th Floor, Plaza See Hoy Chan Jalan Raja Chulan 50200 Kuala Lumpur, Malaysia Phone: +603-2050 1888 DID : +603 2050 1969 Fax: +603-2031 8618 Email: [email protected]

BSP Circular No. 645 on 13 February 2009. This is pursuant to an earlier Resolution of the Monetary Board (Monetary Board Resolution No. 61 dated 15 January 2009) where it approved additional reforms to the foreign exchange regulatory framework and consolidated all existing rules on foreign exchange transactions thru the issuance of the new “Manual of Regulations on Foreign Exchange Transactions”, replacing Central Bank Circular No. 1389 dated 13 April 1993.

BSP Circular No. 645 amended existing regulations by limiting the application of the rules on the sale of foreign exchange to sales made by authorized agent banks (AABs) and their subsidiary/affiliate forex corporations.

Government entities should now submit their foreign borrowings plan for the following year every end of September to the BSP International Department, regardless of amount. Private entities should submit their own plans if their borrowings will at least be USD10 million.

BSP approval of foreign loans must now be secured prior to signing of loan documents and/or drawdown of loan proceeds. Also, non-residents’ issuance of notes or bonds in the domestic market now requires prior BSP approval. Loan prepayments to be serviced with foreign exchange purchased from AABs or AAB-forex corps should be approved first by the BSP. However, prior BSP approval for foreign loans of private banks with maturities longer than one year that are intended for relending is no longer necessary.

Custodian banks are delegated to register foreign investments in peso-denominated government securities and peso time deposits with tenor of at least 90 days. Earnings from outward investments should be inwardly remitted and sold for pesos through AABs within seven banking days from receipt of the funds abroad together with submission of required documents, unless the earnings are reinvested within two banking days from receipt. Offshore banking units are prohibited from depositing in their peso deposit accounts with AABs the peso equivalent of foreign exchange remitted and converted to pesos through them, related to inward foreign investments for

Stimulus for the Malayasia Bond Market

32



Since 5 August 1981 and pursuant to Presidential Decree No. 34 Year 1981, Indonesia accessed to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards dated 10 June 1958 (or the New York Convention). This accession then registered at the UN Secretary General on 7 October 1981. Notwithstanding such Presidential Decree, enforcement of foreign arbitral award in Indonesia at the time still faced many obstacles especially since the Supreme Court was in opinion that such Presidential Decree was not sufficient to apply as guideline for enforcement of foreign arbitral awards and as such still required implementing regulations. Considering these reasoning, the Supreme Court then issued Supreme Court Regulation No. 1 Year 1990 dated 1 March 1990 regarding Guideline for Enforcement of Foreign Arbitral Awards (PERMA 1/1990).

As a development, Indonesia then enacted Law Number 30 Year 1999 regarding Arbitration and Alternative Dispute Resolution (Law No. 30/1999) to govern all substantial and procedural matters concerning arbitration and alternative dispute resolutions. This law basically adopts the previous rules and regulations with a few modifications. These adoptions and modifications are, inter alia:a. PERMA 1/1990 states that the

award can be enforced if there is an exequatur from the Supreme Court. This is different with the regime of Law No. 30/1999 which regulate that the exequatur shall be issued by the Chief of the District Court of Central Jakarta except if the Republic of Indonesia is involved in the award then exequatur shall be issued only by the Supreme Court.

b. Law No 30/1999 compiles all registration requirements contained in

Enforcement of Foreign Arbitral Award

in Indonesia (Part 1)

INDONESIAMurabaha financing is essentially

about “real transactions” which transpired between the bank and its customer. Islamic finance is based on Shariah principles which must be strictly adhered to. It is therefore fundamental to understand that, in Islamic finance documentation, the Islamic finance products do not merely replace interest with profit in its documentation.

Ideally, all Islamic concepts of finance products (given the various interpretations adopted in different financial markets) must be approved by a “qualified Shariah Scholar” or “a board of Shariah Scholars” (both of which are not officially constituted under any legal enactments or by-laws). Further, the parties should execute and perform the transaction “Islamically”, in form, substance and spirit throughout the entirety of the transaction.

Given that the fundamental differences between a conventional finance transaction and Islamic finance transaction lie in the Shariah principles, the writers are of the view that the regulatory authority may wish to consider incorporating the following:-

Shariah concepts and its i. interpretations which should be clear and consistent; a statutory Shariah advisory board ii. and an infrastructure for the issuance of fatwa for Islamic financial transactions; and guidelines/directives/ practice notes on iii. implementation, products development and enforcement procedures, to be issued on timely basis.The writers are mindful that the

regulatory authority may have considered and may have decided to only incorporate certain Shariah principles and its related supervisory measurement in the present regime.

Written by Ms Lee How Fen and Mr Nicholas Chang

By Ms Lee How FenForeign Counsel,Legal Associate (Corporate Practice)Ph: (65) 6322-2205Fax: (65) 6534-0833E-mail: [email protected]

and Mr Nicholas ChangCorporate Finance ExecutivePh: (65) 6322-2236Fax: (65) 6534-0833E-mail: [email protected]

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

Monetary Authority of Singapore (“MAS”) advocates that Islamic finance products shall receive similar regulatory treatments as the conventional finance products. However, MAS has not opted to have a separate Islamic finance regulatory regime that exists in parallel with the conventional framework. MAS accordingly serves as the driving force behind the change in the laws and regulations pertaining to the governance, validation and enhancement of Islamic finance transactions.

Prior to the enactment of Regulation 23 of the Banking (Amendment No.2) Regulations 2006, licensed Banks are only permitted to carry out banking business defined as “the business of receiving money on current or deposit account, paying and collecting cheques drawn by or paid in by customers, the making of advances to customers, and includes such other business as the Authority may prescribe for the purposes of the Banking Act, Chapter 19.” As such, it was at the material time unlawful to trade in real estate property or asset in capacity of a bank.

In the present regime, all licensed Banks may enter into “sale based” transactions with customer and in particular, Murabaha financing (which is commonly referred to as cost-plus financing). Further, there will be no double payment of stamp duty and goods and services tax for Murabaha financing transaction with a real estate underlying asset.

Pursuant to the Shariah concepts of Murabaha, this contract involves the sale of an item on a deferred payment basis whereby the customer is allowed to pay the sale price by agreed instalments. The relationship between the parties is as “vendor and purchaser” instead of as “creditor and debtor”.

Regulatory Aspects of Islamic Financing –

Murabaha

SINGAPORE



Article 3 and 4 of PERMA 1/1999.c. PERMA 1/1999 never specify who

should register the award to the Chief of the District Court of Central Jakarta. This is later regulated by Law No. 30/1999 which stated that the registration shall be conducted by arbiter or his/her representative/s.

The execution of foreign arbitral award in Indonesia shall be conducted in 2 (two) steps of Court-mechanisms. Those steps are Registration and Execution.

a. RegistrationEvery foreign arbitral award shall be registered by the arbiter or its representative/s in the District Court of Central Jakarta as the authorized court pursuant to Law No 30 /1999. Since there is no specific rule regarding the time limit for registration of foreign arbitral award, one can conclude that the time limit is similar with the registration of national arbitral award which is 30 (thirty) days subsequent to the declaration of the award. The registration shall be made by providing certain required documents.

b. ExecutionAfter registration, the Chief of the District Court of Central Jakarta will examine whether the foreign arbitral award can be recognized and enforced or not. There are several considerations in this examination, namely: a. The award was adjudicated by an

arbiter or arbitration board in a State which bound by treaties, in this matter the New York Convention;

b. The award is, according to Indonesian law, considered to be within the scope of business law which covers activities in the field of trading, banking, finance, investment, industry and intellectual property; and

c. The award shall be in conformity with public order.

Written by Tyana Asri Martianti

BT PARTNERSHIP BRI Tower II, 19th Floor Jl. Jend. Sudirman No.45 Jakarta 10210, Indonesia Tel. 62 21 5700 777 Fax. 62 21 5700 877 Email: [email protected] Web: http//www.btpartnership.com

VIETNAM

New Rules for foreign stock investors

The Minister of Finance (MOF) issued Decision 121/2008/QD-BTC (Decision 121) on 24 December 2008 setting forth new rules to govern activities of foreign investors in the Vietnamese stock market.

The new rules apply to (i) individuals with foreign nationalities wherever residing; (ii) organizations established and operating under foreign law, and branches of such organizations whether or not operating in Vietnam; (iii) wholly foreign-owned enterprises established and operating under Vietnamese law and branches of such organizations; (iv) investment funds established and operating under foreign law or under Vietnamese law but with one hundred percent foreign-owned capital; and (v) others as may be specified by the Prime Minister.

With the new rules, foreign investors may directly conduct the investment in the Vietnamese stock market by (i) purchasing and selling shares, bonds and other types of securities listed on the Ho Chi Minh or Ha Noi Stock Exchanges, or registered for trading at securities companies; (ii) purchasing and selling shareholding and securities not listed on the bourse or not registered for trading at securities companies; (iii) participating in auctions to purchase securities and in auctions to purchase shareholding in enterprises undergoing equitization; (iv) contributing capital to establish securities investment funds at the permitted capital contribution ratio of foreign parties as per the current laws; or (v) contributing capital to Vietnamese enterprises at the permitted capital contribution ratio of foreign parties as per the laws. In addition, foreign investors may indirectly conduct the investment by delegating management of investment capital to a fund management company as per an investment management contract entered into by two parties.

Pursuant to the previous rules, only

foreign investors investing in listed securities market were required to obtain a securities trading code (STC) from the Vietnam Securities Depository (VSD). Under Decision 121, this requirement is expanded. Particularly, each foreign investor except those whose investment is solely made through a fund management company is required to obtain an STC.

Decision 121 also requires foreign investors to notify the VSD for changes in banks where they have opened their indirect investment capital account; their head-office addresses, locations of business registration, or contact addresses; their names or passport numbers; their legal status or organizational structure due to division, separation, merger, acquisition or other changes related to companies’ reorganization; or any contents of the dossier submitted to apply for the STC. Especially, in respect of changes by a foreign investor in the depository member, trading representative or securities company where such foreign investor opens its trading account, each of such changes is required to obtain a prior approval from the VSD.

Under the new rules, each foreign investor shall be permitted to open only one indirect investment capital account denominated in Vietnamese dong with a depository bank licensed to conduct foreign exchange business. All transactions by the foreign investor must be made through this account.

After obtaining a STC, the foreign investor shall be permitted to open a unique securities depository account via which all payments shall be made. In the event that a foreign investor is a securities company established under foreign law or a 100-per-cent foreign-owned insurer, the investor may be permitted to open two securities depository accounts in accordance with regulations on securities registration, depository, clearance and settlement issued by the MOF.

Decision 121 shall be of full force and effect 15 days after its publication in the Official Gazette.

Written by Ho Phuong Luan, Associate

Indochine Counsel Unit 4A2, 4th Floor, Han Nam Office Bldg. 65 Nguyen Du, District 1 Ho Chi Minh City, Vietnam (Tel) +8483 823 9640 (Fax) +8483 823 9641 [email protected] www.indochinecounsel.com

34

spECIal REpORT | Singapore 09 >>



SINGAPORE 09



New kids on the blockNot since Singapore Inc opened its doors for business some 40 years have so many new law firms entered the market. The past 12 months alone have seen no less than nine international firms make the move, with more tipped to open later this year. ALB looks at what to expect from some of these newcomers

The legal community in Singapore was abuzz for most of last year with predictions about which firms would be

selected by the Singapore government as recipients of licenses under its Qualifying Foreign Law Practice (QFLP) scheme. Most were put out of their misery late last year when Herbert Smith, Norton Rose, Clifford Chance, Allen & Overy, Latham & Watkins and White & Case were confirmed as licensees. But amidst this, a number of other foreign firms were still planning their entry into the Singaporean legal market.

Ask the managing partner of any of the new firms that have opened up in Singapore over the past 12 months and chances are they will tell you their move into the country is governed by a number of factors:

client demands, broader or regional strategy, and revenue potential. But irrespective of what answer is given, moving into Singapore is not so much about the local work will be generated as it is about the possibilities on offer across the south and Southeast Asia.

india via singapore International law firms who operate in the Lion nation realise that being there offers far more than the possibility of just picking up

ForeIGn LAW FIrMS Who hAVe enTered ►SInGAPore In The PAST 12 MonThS*

Name Home jurisdictionBlakeDawson Australia

Cains IsleofMan

DentonWildeSapte UK

Eversheds UK

HillDickinson UK

K&LGates US

Lexygen India

O’Melveny&Myers US

StuartIsaacsQC UK*This list does not purport to be exhaustive

Singapore-related work; it is a stepping stone for regional domination.

“Singapore is the place to be,” says Rhonda Hare, the Singapore managing partner of Australian firm Blake Dawson. “Our move into Singapore was client led and we act for a number of Singapore clients in the hotels, tourism and hospitality sectors, but the move is equally about what we can gain from the region. Singapore is well known as being the business and financial hub of South East Asia and we want to expand our operations in the region by being here.”

Denton Wilde Sapte closed all of its Asian offices – Singapore, Tokyo and Hong Kong – in 2004, but Jonathan Solomon, the partner in charge of resurrecting the firm’s Singapore office, cites similar reasons behind his firm’s move back there, saying that it is being looked at as the

firm’s launching pad to penetrate the emerging markets in the region.

“At the time of closing the Asian offices, it was seen as a strategic and financial decision. The strategy did not see the Far East being profitable enough,” he says. “What has changed is that we have started seeing a good stream of instructions from not only Singapore, but from places like Indonesia and Vietnam so for our trade finance group it made sense to open up here. The Singapore relaunch comes in response to client requests. They wanted to continue to

instruct us here, but said we needed people on the ground.”

But as much as Singapore is a gateway to Southeast Asia, it also offers international firms unprecedented access to the closed Indian market. This is cited by managing partners of new Singapore entrants as perhaps the most exciting development. Each of the new kids on the block already boasts relatively well developed India-related practices, but being in Singapore presents an opportunity to further develop this aspect of their practice with a view to entering a liberalised Indian legal services market.

“We have had a deliberate focus on India for about two years now,” says John Rogers, co-managing partner of Walkers’ Singapore office. “It makes sense now that most of this work will be done through our Singapore office owing to geographic proximity and the presence of Indian clients here.”

Rogers is keen to keep a close eye on the Indian market. “We are looking at what is on offer in India, but we have been making regular trips there on the back of increased demand for British

“We have started seeing a good stream of instructions from not only Singapore, but from places like Indonesia and Vietnam, so for our trade finance group it made sense to open up here ”

Jonathan soloMon, Denton wilDe saPte

John Rogers, Walkers

36 Asian Legal Business ISSUE 9.5

Freehills is a leading Australian and International commercial law firm with a long history working in Asia. The firm has demonstrated a long-

standing commitment to Singapore in particular, having maintained its regional headquarters in the City State since 1985. Led by Managing Partner, John Dick, who has spent the past 20 years with Freehills in Asia, the Singapore office now comprises 15 staff, including two partners and 8 lawyers.

The firm’s Singapore client base includes multinational companies, financial institutions and government agencies from Asia and Australia, the US and Europe, who undertake significant and often groundbreaking transactions and investment projects throughout ASEAN and India. Locally, Freehills is renowned as a market leader in the fast-growing Public Private Partnership sector in Singapore.

While this significant experience and expertise covers various industry sectors, the firm has a particular focus on and capability in the infrastructure, corporate real estate, energy (oil and gas) and resources sectors.

Freehills offers a truly regional service from its hub in Singapore. Through strong relationships with local counsel in Singapore and elsewhere, including having an on-the-ground presence with its partner offices in Indonesia (Soemadipradja & Taher) and

Vietnam (Frasers Law Company), Freehills Singapore provides a one-stop-shop for cross-border transactions.

The firm’s service scope has widened with the development in recent years of a strong corporate real estate and property funds capability, and the establishment of a workplace law & advisory practice covering all of Asia. An international dispute resolution service is also available.

These adjuncts to the existing Freehills Singapore practice mean a more complete international counsel service offering to all clients with investments and projects throughout the region.

Some recent matters of note undertaken by Freehills Singapore acting as international counsel include:• Indonesia–resources:Actingforan

Indian MNC in acquiring a billion dollar interest in certain coal assets in Indonesia. Freehills Singapore and Soemadipradja & Taher combined to meet the client’s needs in India, Indonesia and Singapore. The work undertaken included due diligence of complex structures and international financing issues.

• India–energy:ActedforaMalaysianMNC in acquiring an interest in certain electricity assets in India. This involved a team of around 40 Freehills lawyers led by Freehills Singapore, working closely

with local Indian counsel to deliver the Indian project to the Malaysian client.

• PPP–advisingasinternationalcounselona number of water, waste, defence and social infrastructure projects in Singapore and across the region.

• Singapore/Malaysia/Vietnam–corporatereal estate funds: Acting for foreign funds establishing and marketing property funds in Singapore, Malaysia and Vietnam, including a recent scoping study for a prospective REIT to be based out of Singapore.

• Vietnam–oil&gas:ActedforaforeignMNC establishing a joint venture with PetroVietnam.

• Australia–inwardinvestment:Actedfora Singapore listed company in a major hotel redevelopment project in Western Australia. Freehills Singapore was able to provide Australian law services locally for the Singapore client.

• Bankingandfinance:ActingfortheSingapore branch of a major Australian bank as arranger of an AUD 77 million syndicated loan facility.

• Workplacerelationsmatters:Numerousmulti-jurisdictional employment contract and policy reviews for MNC clients, covering Singapore, Malaysia, Indonesia, Thailand, Hong Kong SAR, PRC, Japan and India.

• India–comprehensiveworkplacerelations auditing: Acted for a major multinational banking corporation’s BPO and IT operations in India in relation to a comprehensive audit of its workplace relations practices.



Firm Profile Freehills

Andrea Wookey Tel +65 6236 [email protected]

Andrea Wookey leads the Banking and Projects group based in Singapore. Andrea previously spent 3 years in Vietnam. Andrea has considerable experience in banking and finance law across Australia and Asia, with particular emphasis on preparation of finance and security documentation, assignments of debt and security, security audits, debt recovery, receivership appointments and general insolvency issues.

nicholas Watts Tel +65 6236 [email protected]

nicholas Watts leads the Dispute Resolution Team in Singapore. Nicholas practises in a broad range of general commercial litigation and international arbitration disputes, including cross border disputes in Asia, particularly in Indonesia and Singapore. His arbitration experience includes arbitration proceedings conducted ad hoc and under the rules of the Singapore International Arbitration Centre, International Chamber of Commerce, American Arbitration Association and the Indonesian Centre for International Arbitration (BANI). Nick has also practised in the area of investment treaty arbitration.

George Cooper Tel +65 6236 [email protected]

George Cooper is based in Singapore and leads Freehills’ workplace law & advisory – Asia practice. George has specialised in workplace relations for many years. He works with corporate employers to identify and implement solutions to their workplace law and strategy issues across the Asian region. He is experienced in both contentious (including advocacy) and non-contentious workplace matters, ranging from individual engagements and terminations, and multi-jurisdictional employment contract and policy reviews, through to larger scale M&A and project-related work, retrenchments and out-sourcing. He has worked on matters in Malaysia, Indonesia, Thailand, the Philippines, Vietnam, the PRC, Hong Kong SAR and Japan. George is a member of the Singapore Human Resources Institute, Law Institute of Victoria (Litigation and Workplace Relations Sections), Australian Human Resources Institute and Industrial Relations Society of Victoria.

John Dick Tel +65 6236 9948john.dick@freehills

John Dick is Freehills' managing partner, South-East Asia, and is based in Singapore. John has spent over 20 years in South-East Asia advising on regional investment projects, particularly in infrastructure and energy and resources. With a focus on cross-border regional investment projects, John has represented clients in a number of industries and investment destinations in South-East Asia. John is named as a leading individual for Projects in the Singapore section of Asia-Pacific Legal 500 *(2008–2009 edition). He is the immediate past President of the Australian Chamber of Commerce, Singapore.

simon Taskunas Tel +65 6236 [email protected]

simon Taskunas is a Partner in Freehills’ Banking and Projects group and has spend 5 of the last 9 years based in Singapore. Simon practises predominantly in the area of corporate real estate development and investment (including REITs), and also advises clients undertaking cross-border investment projects in other sectors including infrastructure and resources.

Freehills Contacts

38



Virgin Islands and Cayman law advice on Indian transactions. Mauritius is still the preferred destination for investment into India, but as domestic Indian banks start to lend in transactions there will be more work on offer,” he says.

setting their own agendaThe managing partners at these new entrants into the market all claim the partners at firm headquarters have not set any arduous targets to be fulfilled over the next 12 months. Rather, each of them told ALB they have been given a proverbial blank sheet of paper – no financial targets, no headcount targets, no timeline to break even – just a direction to make the office a successful and integral part of their firm’s global network. But that is not to say these managing partners haven’t set their own ambitious targets.

“We need at least 15 people to come on board and I am looking to have achieved critical mass within 12 months,” says Desmond Ong, Eversheds’ Singapore managing partner.

“This will probably occur through hiring former colleagues and lateral hires or a mixture of both.”

All lawyers firmly agree that bringing new talent on board is much easier in the current economic climate. If 2007 and the first half of 2008 were an employees’ market then the situation has now very much reversed.

“Its an employer’s market now, there is no doubt about that,” Ong says. “Driven by international firm retrenchments and layoffs there is a surplus of talent in the market at the moment, and this makes expanding new offices a little easier.”

Ong estimates he has at least 200 CVs on his desk at the moment, and while this should come as no shock, what is surprising is the seniority and experience of some candidates.

“I have certainly been surprised by the quality of some of the candidates I am receiving CVs from,” he says. “[At] partner and of counsel level, and lawyers with very, very impressive track records and a lot of experience under their belt would account for maybe 70% of the CVs I have on my desk.”

The managing partners of other new entrants into Singapore cite similar experiences, but many have been looking to fill vacancies by relocating lawyers from overseas offices instead of

dipping into the local talent pool – for one very good reason.

“I am always a little suspicious when I get a CV from a lawyer who is not gainfully employed at the moment,” says one international firm’s manging partner, who declined to be named. “But in Singapore I am doubly suspicious. Domestic firms here have a relatively low turnover rate, international firms maybe marginally higher. A lot of due diligence is needed when looking at lawyers who are currently out of work,” he continues, noting this is just as applicable to a would-be associate as a would-be partner.

The last roll of the dice?Singapore is a hospitable place. No country knows the value of opening its markets more than the Lion nation – it has thrived on the back of more than 600 years of open markets and free trade has been critical in establishing it as both the financial and legal hub of south Asia. But while domestic firms extend the warmest of wishes to their foreign counterparts, there is a sense that for some the opening of a Singapore office may be a bit of a last resort in increasingly difficult economic conditions.

“Some of the firms that have opened up, or some of those that are planning to open in Singapore, have been hit hard in their home markets,” says a partner at one Singapore domestic firm. “You really do get the impression that is the last throw of the dice for some of them.”

The same partner questions whether the move into Singapore is guided more by the amount of work on offer rather than a pre-existing stream of client instructions. “The view in the market is that some firms are entering Singapore for its capacity to deliver new work and of course no one can fault that. But is there enough work to keep lawyers in the new office occupied in the interim? That’s the question – some may be sitting idly by for a while waiting for the instructions to come in.” The implication is clearly that as soon as times get tough, these new entrants may be among the first to go.

On the other hand, the new arrivals are, ostensibly at least, impressive in their commitment to Singapore.

Time, and the markets, will reveal the answer.

The numbers are staggering. Thus far in 2009, China has logged 22 announced outbound M&A deals, including two of

the largest on record, achieving a cumulative deal value of US$16bn – a new record, according to Dealogic.

Still boasting a relatively robust economy, China continues to be lucrative market for both international and local firms, but just where do Singaporean firms fit into the picture?

listingsIn years past, a major source of work for Singapore firms was Chinese companies looking to list offshore. “This was until September 2006, when a new requirement was introduced where PRC domestic companies effectively needed to seek MOFCOM and CSRC approval to list overseas – that put a dampener on this type of work,” says Drew & Napier director Boon Ann Sin. There was a transition period, whereby companies who had already transferred their assets prior to September 2006 were permitted to list without approval, but this window has now closed. Drew & Napier had an office in Shanghai but it closed in 2008.

“Prior to September 2006, business was picking up nicely and we had a number of clients looking to list offshore,

SInGAPore FIrMS In ChInA * ►KELVINCHIAPARTNERSHIP-SHANGHAIEnteredmarket:2004Chiefrepresentative:SimSiewKiang

KHATTARWONG-SHANGHAIEnteredmarket:2003Chiefrepresentative:TanChongHuat

RAJAH&TANN-SHANGHAIEnteredmarket:2003Chiefrepresentative:YangLihShyng

RODYK&DAVIDSON-SHANGHAIEnteredmarket:1996Chiefrepresentative:HohLiHiaJosephine

WONGPARTNERSHIP-SHANGHAIEnteredmarket:2004Chiefrepresentative:GanKainKoonGerry* Information correct as at August 2008

The China connectionDespite cultural and economic ties that span 600 years, only a few Singaporean firms have offices in China. However, as ALB discovers, this simply means servicing the dragon economy can best be done from home



The China connectionDespite cultural and economic ties that span 600 years, only a few Singaporean firms have offices in China. However, as ALB discovers, this simply means servicing the dragon economy can best be done from home

but the regulatory changes have basically made this difficult,” Sin says.

Outbound M&ALoo Choon Chiaw of Loo & Partners says there has been a shift in the direction of Chinese investment. “Since the early 1980s, the PRC has been the biggest beneficiary of foreign direct investment. The statistics suggest that the trend may soon be reversed as PRC enterprises begin to venture abroad ,” he says.

Over the past nine months, Loo & Partners has been instructed by PRC State-linked conglomerates on several substantial acquisitions of coal and other minerals in Mongolia, Russia and

Indonesia, the building

of an electricity and heating plant in Russia on a BOT basis, and the design and building of a coal dedicated port terminal in Russia.

There is little doubt that outbound China M&A will continue to rise. “It has not fully taken off yet, but there

Boon An sin, Drew & napier

is an increasing level of interest,” Sin says. “The bigger Chinese companies are resource hungry and there will be opportunistic buying – we’ve had queries, for example, from oil and gas entitles looking to buy assets.”

Loo agrees: “I expect our Greater China practice to receive more instructions from our PRC clients on outbound FDI in the natural resources and energy space,” he says. “The negative impact of the global financial crisis may ironically turn out to be a catalyst in expediting the PRC outbound FDI as the costs of overseas acquisitions become cheaper to our PRC clients.”

However, some suggest that if the predicted M&A spree does occur, it will not necessarily prove a bonanza for Singaporean firms. “If prices fall, Singapore is only one of many potential target countries,” Sin

“Prior to September 1996, business was picking up nicely and we had a number of clients looking to list offshore”

Boon an sin, Drew & naPier

40



says. “Particularly with the focus on commodities, other markets such as Australia and South Africa will be more attractive.”

inbound M&AIn contrast to outbound FDI from China, the inbound side of the equation has been somewhat slow. Thomson-Reuters calculated in April that China’s cross-border inbound volumes had reached US$3.4bn from 103 deals, down 42% from the same period last year.

But the work is still there for firms who choose to look for it – particularly

those based in Singapore. “China and Singapore have enjoyed a strong trading relationship for many years,” says Lin Song, co-head of KhattarWong’s international China practice. “According to International Enterprise Singapore, China has been Singapore’s top foreign investment destination since 1997. For the past three years, bilateral trade has been growing by more than 25%, making Singapore the eighth largest investor in China.”

Sin says that there is still a significant level of interest from Singapore firms looking to invest in China. “They are at saturation point in Singapore, so they are looking to invest in China – often in a different area of business.”

There may also be opportunity in other areas. “Our international China practice has seen an increase in arbitration work and we predict that workflow in this area will continue to grow strongly. Thus far this year, our firm has handled multi-million

dollar claims involving parties from America, Asia and Europe,” says Hee Theng Fong, head of international China practice at KhattarWong. “While the global financial crisis may affect M&A activities adversely, it is a factor that has contributed to the rise of arbitration cases.”

Relationships with local firmsGiven the prohibition on foreign firms advising on local law, Singaporean firms need to have close relationships with their local counterparts. Drew & Napier works with a number of Chinese firms. “We work together on long drawn projects, and quite often we are in daily communication,” Sin says. “Having worked on other transactions together, the partners know each other fairly well.”

KhattarWong has formed relationships with local firms which Song describes as “counting as family.” are by and large the bigger “Essentially, we have grown our capabilities to be an offshore firm with onshore capabilities and an international outlook,” he says.

lin song, KhattarWong

“Our international China practice has seen an increase in arbitration work and we predict that… will continue”

hee theng Fong, khattarwong

http://www.maharajas.com.sg


Firm Profile KhattarWong

Singapore Office (Main) 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 Tel: (65) 6535 6844 Fax: (65) 6534 4892 E-mail: [email protected] Shanghai Office Shanghai Stock Exchange Building South Tower 528 Pudong South Road, #22-06 Shanghai 200120 Tel: (86) 21 6869 0028 Fax: (86) 21 6881 7668 E-mail: [email protected] Vietnam Office Bitexco Office Building 19-25 Nguyen Hue Boulevard District 1, Suite 1501, 15th Floor Ho Chi Minh City, Vietnam Tel: (84) 8 3915 1624 / (84) 8 3915 1626 Fax: (84) 8 3915 1627 E-mail: [email protected]

As geographical boundaries blur and multinationals continue to set up offices around the world, KhattarWong continues to expand

its reach globally, ensuring the Asian law firm is well-placed to meet the global needs of businesses and individuals. Founded 35 years ago, KhattarWong is based in Singapore and boasts an international outlook with offices in Shanghai, Hong Kong and Ho Chi Minh City. It is also a member of respected international associations of law firms and tax professionals, Interlex and Taxand, and works closely with associate offices in key Asian cities in Hong Kong, Indonesia, Malaysia, Thailand as well as the Middle East and India. Lawyers in the firm are also qualified to practice in several jurisdictions.

“We realised very early on that if we wanted to grow we would have to venture beyond Singapore’s shores and regionalise, and then, globalise, and that is what we have done,” says Managing Partner, Tan Chong Huat.

“As Singapore’s economy regionalised, we followed our clients to the rest of the region, eventually setting up offices in Hong Kong, Mainland China and Vietnam. Our presence in these countries allows us to meet the needs of our expanding client base who now require more.”

A key step in the firm’s regionalism was the establishment of its offices in China and Hong Kong. Through its offices in Singapore, Shanghai and Hong Kong, KhattarWong effectively serves the Greater China region, boasting one of the largest representations by a Singapore firm with a team of more than 30.

The International China Practice has vast experience in a wide range of China-related matters, having frequent and regular involvement in China-related transactions, including M&As and foreign direct investments, initial public offerings (IPOs), due diligence exercises, cross-border financing, dispute settlements and intellectual property.

The firm is also involved in a significant volume of arbitration work, handling multi million dollar claims in China involving parties from America, Asia and Europe.

“KhattarWong’s International China Practice is one of the largest and our team constantly keeps abreast with the latest developments in the Chinese legal and regulatory environment. We are also very familiar with China’s cultural environment. In addition, our team comprises lawyers who are effectively bilingual, allowing us to effectively serve clients who invest in

China and the region,” says Hee Theng Fong, head of KhattarWong’s International China Practice, who is a well-respected senior lawyer in the Chinese community.

“Overall the Chinese economy has been affected by the global economic downturn. In terms of corporate practice, the current global economic negatively affects activities such as IPOs, foreign direct investments and cross-border financing. However, we have seen more opportunities for reorganisation work and insolvency work. M&As and private equity investments remain active,” adds Lin Song, co-head of KhattarWong’s International China Practice, who is a qualified PRC lawyer and partner with KhattarWong.

KhattarWong’s office in Vietnam was established in January 2008 and is the first foreign law firm established by a Singapore law firm after Vietnam’s ascension to the World Trade Organisation in 2006.

Working in collaboration with PBC Partners, a firm with offices in Ho Chi Minh City and Hanoi, the firm’s Vietnam Practice has a team of more than 30 lawyers capable of handling a wide range of local and international legal work.

“Vietnam as a fast emerging economy in Asean has vast potential of growth and expansion. Our presence in Ho Chi Minh City and our co-operation with PBC Partners helps us harness the opportunities posed by these developments,” said Patrick Chee, a Senior Consultant with the firm and Chief Representative of Vietnam.

"KhattarWong and PBC Partners have a lot of synergy in terms of types and profiles of client base, approach and complementary skills. Further, the presence of Mr Luong Van Tu, the former Vice Minister of Trade and Chief Negotiator of Vietnam's accession to the WTO, as their Senior Advisor, and Mr Phan Huu Thang, who is the Chief of Foreign Investment Agency under the Ministry of Planning and Investment in Vietnam, adds to our portfolio. We are especially well placed to meet clients’ legal needs in the areas of Foreign Direct Investment (FDI) and Mergers & Acquisitions (M&A), Corporate and Commercial laws, Banking and Finance and Intellectual Property legal services."

“While we have expanded physically in China, Hong Kong and Vietnam, we have also widened our presence globally through our alliances and friendships with law firms in Asean, the Middle East, India and globally,” says Mr Tan.

“Our alliances better position us to serve our clients as we can meet clients’ needs for seamless legal services across borders more effectively and continue in our bid to better the manner in which we expedite accurate, comprehensive and pertinent legal knowledge to them,” adds Mr Tan.

Significantly, in a move that speaks volumes of KhattarWong’s standing and reputation in the legal industry, the firm was the sole firm from Singapore approached by Interlex. Interlex comprises about 70 leading law firms around the world that co-operate to provide a complete range of international legal business services to clients.

KhattarWong’s ties with Interlex add to the international ties they enjoy as a member of Taxand, a global network of independent tax advisors. Taxand was formed in 2005 and has over 300 tax partners in over 40 countries. The global network offers sophisticated tax advisory services to companies around the world and 78% of Taxand member firms are ranked in the top tiers of World Tax 2008, the International Tax Review’s global guide to the world’s leading tax firms.

Since joining Interlex, KhattarWong has collaborated with member firms on several occasions. Its recent deals include advising on a S$300 million term loan to a company based in the United States and the acquisition of business and assets of a Japanese company.

“I am confident that our initiatives to grow and establish ourselves in the international arena will stand us in good stead in the years to come,” says Mr Tan.

KhattarWong sets its sights on the global stage

42

pROfIlE | managing partner >>


Jai Pathak tells ALB why there is much more to his firm in Asia than just the subcontinent

pROfIlE | managing partner >>


When Gibson Dunn & Crutcher (Gibson Dunn) announced that it had taken Jai Pathak and, three months later, followed it

up by taking three of his former fellow partners, Emad Khalil, John Viverito and Saptak Santra, away from rival US firm Jones Day to launch its first and only Asian office in Singapore in May 2008 it was obvious to many where the firm’s priorities lay- south east Asia: the booming yet embryonic emerging economies scattered throughout the region and, of course, India. Pathak was hailed by many, including ALB at the time, to be the epitome, if not the personification of, these goals.

But while the firm’s work in India- its representation of some of India’s largest conglomerates and its work for international blue-chip clients in their investment in the subcontinent, has garnered the most attention, Pathak tells ALB that there is much more to Gibson Dunn in Asia than just India.

The odd one outPathak readily admits that Gibson Dunn’s Asian strategy may be perceived as a little odd. It stands, to this day, as the only major international firm operating in the region to have established Singapore as its hub in Asia. It doesn’t have an office in Greater China- on the Mainland or in Hong Kong and its only other office that could be loosely termed as being part of the strategy in the extended region is in Dubai. But, according to Pathak, the single office presence was just the way it was planned.

“Asia is vitally important to the firm’s global strategy. But when we talk about expanding in Asia it’s not a case of expanding all over the entire continent. We prudently chose to focus on where the immediate needs of our clients are, and where we could add initial fundamental value. Thus far this has involved assisting clients in expanding their operations across Asia’s southern belt- which covers South East Asia, the subcontinent and goes as far as the Middle East.”

But Pathak is all too aware that clients needs are dynamic and for many of them the opportunities on offer in China and South Korea are becoming too good to ignore.

For Pathak, this means that the writing is on the wall for the firm in Asia and northward expansion is a reality. “You can’t cover Asia without being in China so we know we have to be there sooner rather than later. That is something we are looking at but we will take our time to find the right team to work with our clients.”

Expansion But we shouldn’t expect to see Gibson Dunn commence operations in North Asia simply on the back of increasing client work. Pathak says that even if client demand is compelling, for a law firm to open an office in a new location a high level of deliberation and pragmatism is required. In the current economic environment, for a firm to open an office in a new jurisdiction only to see it close soon after for want at the outset of proper planning and resources is an anathema.

“If clients are pressuring you, that in itself may well be a compelling reason to open new offices,” he says. “But just how do you put this into action? This is often a question that is not given the proper consideration.”

The answer is all about people, skill sets and value add, he says, giving ALB a glimpse into the deliberative process in play at Gibson Dunn. “Law firms sell people and their unique talent and skills, and in a competitive environment like Asia, especially in China, this is the key. We would likely start with a small team of key people on the ground initially which fulfil those requirements and to then build a critical mass around this core.”

Selecting the best quality personnel is the most vital ingredient in ensuring a good return on investment. “New offices and regional expansion have to be long term plays. In times like these when you sink in capital you need the people you bring on board to be the best.

Clients only give you one opportunity and you have to capitalise on that.”

Competition, relationships and liberalisationGibson Dunn is considered by many in the legal fraternity to be among only a handful of US law firms to make any prospective Indian venture a success. The others which are thought to be in the same category are Pathak’s former firm Jones Day, Latham & Watkins, Dorsey & Whitney and Baker & McKenzie. And while all are usually competing for the coveted international advisory roles on many of India’s largest transactions, Pathak says the relationship between all is not as cut-throat as people perceive.

“The competition is at times fierce, yes, but India affords huge opportunities and there is more than enough to go around. I continue to have good friends among what are now my former colleagues at Jones Day, and our other competitor firms.”

And while all law firms are expected to open in India if the regulations currently prohibiting them from doing so are relaxed, Pathak suggests that market opening may not be as close as some are predicting.

“Liberalisation of the legal services industry in India is a complex and sensitive question,” says Pathak. “Of course we would certainly consider opening in India if the client needs are there and if the applicable local regulation permit us to do so but I don’t think opening of that legal market is as imminent as we given to believe in the press. I’m not sure legal market liberalisation would merit a high rating on the list of things to do for Indian legislators and regulators in current circumstances.”

In the meantime, Pathak says that Gibson Dunn is able to cover India through various offices, primarily Singapore, with its lawyers frequently spending time on the ground in India and working closely with a number of Indian law firms. He says the firm does not have or believe in establishing an exclusive relationship with Indian law firms- as UK firms Clifford Chance, Allen & Overy and Linklaters have all done. Instead, Gibson Dunn prefers to instruct firms which are best able to deal with a particular transaction or litigation matter regardless of their size.

“Working with Indian law firms for us is a horses for courses proposition,” he says. “Our India-focused lawyers in London, New York, Los Angeles and Singapore have their own lawyer relationships in India with whom they are familiar, but essentially we are looking for a firm which can best fulfil what our clients need; this can be the largest firms in the country, a mid-size one, a firm with only two or three lawyers or even sole practitioners.”

Alb 2009 MAnAging pArtnerS SerieS

to India, asean and beyondJai Pathak, gibson dunn & crutcher:

44

fEaTURE | Chinese FDI >>


As lawyers ponder Hunan Valin Iron & Steel Group’s A$1.2bn investment in Fortescue Metals or Chinalco’s

US$19.5bn courting of Rio Tinto, there is no doubting the potency of the continuing outbound Chinese FDI behemoth. However, Chinese FDI is not a one-way street and firms are still anticipating strong inbound activity.

Greenfields investmentM&A is the type of FDI which generally attracts the most discussion, but there are also other forms which also warrant attention, such as franchising and greenfield investment.

Stanley Jia, managing partner of Baker & McKenzie's Beijing office, says there are several drivers for greenfield investments in China, which could take the structure of wholly-owned foreign enterprises as well as joint ventures. “A greenfield investment is attractive to those foreign investors who would like to avoid inheriting legacy issues

and historical liabilities of an M&A target,” he says. “Whether a foreign investor would consider greenfield to be a more suitable investment option will depend on how steep start-up costs are as compared to acquisition costs,

the importance of having an already-established sales and distribution networks, and whether there is a tight timeline for starting up the business.”

Another significant type of FDI into China, says Zhang

Danian, managing partner of Baker & McKenzie’s Shanghai office, is franchising or licensing agreements. “This is attractive for companies that are interested in building brand recognition without the need to invest considerable manpower or capital in a foreign jurisdiction, especially if companies are able to work through concerns of possible IP infringement,” he says. “This will be

an attractive means of FDI this year, especially for foreign companies hesitant to invest in a new market during volatile economic times.”

strategic investmentOutbound Chinese investment has captured headlines across the region in recent times – but has the tide of work shifted directions for firms? “There is not so much a shift of work towards China outbound investment, but rather more attention given to it,” says Tao Jingzhou, partner at Jones Day in Beijing. “While inbound investment has been going on for a long time, outbound investment activities in recent times – such as Chinalco, Minmetals and Lenovo – have received much attention due to their novelty and large values.

Indeed for some firms, outbound Chinese investment is nothing new. “For our firm, this is not a shift,” Jia says. “We have already been advising Chinese clients with their investments abroad for a number of years now.”

Outbound deals like Sinosteel and Chinalco are grabbing the headlines, but let’s not forget that China is still a leading recipient of FDI. ALB reports

stanley Jia, Baker & McKenzie

China FDI: Two-way street



What has changed, perhaps, is the volume of work. “The volume and size of overseas investments by Chinese companies will definitely continue to increase,” Jia says. “This is just in line with the Chinese government's policy of encouraging Chinese companies to ‘go global’ and invest overseas. In addition, compared to their western counterparts, many Chinese companies are in much better financial shape and better equipped to take advantage of the low valuations of targets now.”

Outbound Chinese investment is beginning to take a strategic path. “Chinese companies have been making outbound investments for the purposes of gaining brand recognition as well as access to overseas distribution networks and technological know-how in the technology and automotive sectors,” Jia says. “In the technology sector, notable transactions include Lenovo's acquisition of IBM’s personal computer division in 2005. More recently, Beijing West Industries announced that it would acquire the US-based Delphi Corporation’s global suspension and brakes business, giving the Chinese automaker access to Delphi's patents and markets.”

shift in balanceLawyers advising on inbound investment have found themselves on a new playing field.

“For a start, foreign companies who used to be cash rich are now finding their financial resources drying up; two, there is often a discrepancy

between Chinese and foreign parties in their value assessment of the same Chinese assets; and three, the recent awareness of China’s huge market potential has put [Chinese parties] in a position to impose conditions in a deal,” Tao says. “Only five years ago, the roles were the reverse and it was the foreign company that had the upper-hand. These factors cause renegotiation or sometimes the end of negotiations.”

The China-Australia connectionOne country that lies directly in the path of the outbound China investment tidal wave is Australia. The sheer size of China’s acquisitive power means that inbound FDI from Australia to

China is dwarfed by the outbound stream from China to Australia, says Mallesons partner Stephen Minns. And while the level of outbound FDI is on the rise, he says that

the inbound work has been more modest. “Australian investment

is going into a whole range of industries – manufacturing, consumer products, financial services, for example,” he says.

Outbound investment from China into Australia has been almost exclusively in the resources sector. “Certainly the outbound work is a lot more significant than what it was even a year ago, and the importance of resources [for China] and the decline in prices has made Australian assets more attractive,” he says. And while there has been some uncertainty among purchasers about the right time to buy and some occasionally unrealistic valuations from vendors, there is no evidence of a stalemate between buyers and sellers. “The Chinese are definitely interested in investing now, and they’re not about to wait,” Minns says.

Waiting, however, is not always a matter of choice, with the ultimate

approval usually resting with Australian treasurer Wayne Swan and the Foreign Investment Review Board (FIRB), which is currently reviewing a backlog of highly significant proposed deals (see box). “It’s clear that the government wants to be comfortable that Australian companies continue to operate independently,” Minns says. The challenge for legal advisers is to structure deals in a way that reflects

The AdVenTureS oF AuSTrALIA’S FIrB ►GrowingChineseinterestintheAustralianresourcesectorhascreatedabacklogofworkfortheForeignInvestmentReviewBoard(FIRB),whichexaminesandrulesonproposalsbyforeignintereststoundertakedirectinvestment.March:FIRBapprovessubscriptionofnewsharesinFortescueMetalsGroupbyHunanValinIron&SteelGroup,aChina-basedmanufacturerofsteelpipesandrelatedproducts.ThedealwillseeValinpayA$1.2bntoincreaseitsstakeinFortescueto17%.Present:ChinaMinmetals’revisedbidforOZMinerals’assetsstillunderconsiderationbyFIRBattimeofpress.Originalbidwasrejectedon27Marchon“nationalsecurity”grounds,withparticularemphasisonfactthatOZMinerals’ProminentHillmineinSouthAustraliawasinrelativeproximitytoweaponstestingrangeusedbyAustralianDefenceDepartment.FIRBcurrentlyreviewingproposalwhich

wouldseeChinalcopayUS$19.5bntoincreaseitsstakeinRioTintoto18%AlsounderreviewattimeofpressisChineseAnshanSteel’sproposedinvestmentinAustralia-basedGindalbieMetals.

this requirement – not an easy feat and one which requires some layers of complexity.

“There is a strong desire on the part of the Chinese companies to understand these regulatory requirements so that their deals can go ahead,” Minns says, describing this as one of the most important parts of his work. The issue of protecting national interest, of course, is not limited to Australia. China also vets foreign investment and recently vetoed a bid by Coca-Cola to take control of China Huiyuan Juice, China’s biggest juice maker, a decision that was seen by some commentators as a reflection of renewed Chinese nationalism and a corresponding aversion to large scale foreign investment.

However, Zhang says that there was more to the decision than simply sentiment alone: “What the Coke/Huiyuan rejection shows is that government authorities will increasingly vet proposed foreign investments thoroughly on both national security and antitrust grounds. In addition, it is clear that the PRC authorities will take concerns of small and medium competitors as well as any possible threat to Chinese consumers very seriously in determining whether to grant antitrust approval,” he says. ALB

stephen Minns, Mallesons stephen

Jacques

“It is clear that the PRC authorities will take concerns of small and medium competitors as well as any possible threat to Chinese consumers very seriously”

Zhang Danian, Baker & MckenZie

46



AlB: it seemed like only yesterday that when we spoke of any China direct foreign investment (FDi), we were only referring to investments into China, but this trend has been reversed over the last few years, now it has been all about Chinese outbound investment. LCC: I certainly agree with your general observations. Since the early-80s, the PRC has been the biggest beneficiary of FDIs, which have brought advanced technology and latest know-how into the PRC. Recently, there has been a fall in FDI inflows, which ended three decades of rapid growth in FDI inflows to the PRC.

A survey of U.S. companies in the PRC published by the American Chamber of Commerce in China on 10 March 2009 found that 39% of the respondents were either postponing or had cancelled planned investments this year, while 21% indicated that they would shrink their China work force. Thus, even the PRC is not totally immune to the adverse impact of the global financial crisis (GFC).

The statistics clearly confirm that the trend will soon be reversed as the PRC enterprises begin to venture abroad. The numbers released by the PRC Ministry of Commerce (MOFCOM) (商务部) on the total amount of PRC out-bound FDIs: USD2.5 billion in 2002, and USD52.1 billion in 2008, speak for themselves. AlB: What are the reasons behind the shift and how much more of this can we expect to see in 2009?LCC: There is a host of reasons behind the pendulum swing. To start with, the enterprises in the PRC are relatively less exposed to the sub-prime crisis. There is an abundance of lowly-geared, well capitalised and well managed enterprises in the PRC. The RMB has been strong. The current GFC has therefore presented a window of opportunities for these PRC enterprises to exploit the low market value of quality businesses and assets abroad as their oversea counterparts are busy deleveraging and in great need of refinancing.

It is noteworthy that the PRC Government has also shown its strong support behind the internationalisation drive of the PRC enterprises via the promulgation of new regulations. Thus, the MOFCOM has issued new regulations on 16 March 2009 (“16 March Regulations”) primarily designed to encourage PRC enterprises to go international.

Loo & Partners LLP 88 Amoy Street, Level Three, Singapore 069907 Tel : (65) 6322-2288 | Fax : (65) 6534-0833 Email : [email protected] Website: www.loopartners.com.sg

Under the new regulations, the MOFCOM will only review any application by a PRC enterprise for an oversea investment in excess of USD100 million or where the proposed investment relates to special purposes. When one extrapolates from the relevant statistics in 2008, it has been estimated that approximately 85% of such oversea investment applications shall be processed at the local commerce administration at the provincial level (省级商务部主管部门). Furthermore, the timeline to process an oversea investment application has been greatly shortened. The review procedures have also been simplified and streamlined. On any account, the 16 March Regulations shall greatly speed up the approval process for out-bound FDIs by the PRC enterprises, thereby helping to accelerate the internationalisation drive of these enterprises.

Recently, the PRC National Development and Reform Commission (发改委) predicted a 13.2 % growth in total quantum of the PRC out-bound FDIs over the 2008 number (which as mentioned earlier, stood at USD 52.1 billion) notwithstanding the negative impact of the GFC. AlB: How did the PRC MOFCOM justify its rejection of Coke’s proposed buyout of Huiyuan?LCC: The MOFCOM has stated that its rejection of the proposed buyout by Coke (可口可乐) of Huiyuan (汇源) was based on its concerns that the proposed buyout, if to be proceeded with, would cause an adverse impact on market competition and might restrict the healthy development of the beverage industry as a whole.

It is not in dispute that at the material time, both Coke and Huiyuan held massive shares in the PRC domestic market, namely, Coke had some 50% market share of the carbonated drinks sector; and Huiyuan, on the other hand, had 46% and 39.8% market share, respectively, of the pure fruits and medium concentration beverages sectors. The MOFCOM thus concluded that the proposed buyout, if permitted, would lead to market monopolies. It was of the view that not only would the proposed buyout, if effected, create unfavorable conditions for other local beverage manufacturers, small and medium-sized ones in particular, it would also hurt the interests of both the consumers and the fruit farmers.

Furthermore, the MOFCOM held the view that if the acquisition were approved, the

loo Choon Chiaw

China FDI: Will 2009 be when the dragon economy wakes? ALB discusses with Loo Choon Chiaw, Loo & Partners LLPChina FDI Q&A



controlling power of Coke over the juice market would be markedly increased so that other companies would be incapable of entering it. AlB: What are your views on MOFCOM’s ruling?LCC: The MOFCOM is a market regulator and has a duty to discharge its responsibilities. Prima facie, its decision to ban the Coke’s buyout of Huiyuan was in line with the PRC Anti-Monopoly Law 2007, which came into effect on 1 August 2008 (the “AML”)(反垄断法), which has its ultimate goal in the maintenance of fair play in the marketplace and the protection of the overall interests of all parties concerned.

Critics of the ruling have raised serious concerns on the sweeping nature of Article 27(6) of the AML, which empowers the MOFCOM, when making a ruling on a matter, to take into account any important factor which may have an impact on market competition which MOFCOM deems fit (认为应当考虑的影响市场竞争的其他因素).

Be that as it may, on the surface, the prescribed procedures, in strict compliance with the AML， have been fully followed in the review process. One could only make any objective and fair critique on the MOFCOM’s ruling if one were furnished with the same information as those before the MOFCOM at the material time, thereby placing one in the same factual matrix as the MOFCOM was.

AlB: What about government intervention in relation to Chinese outbound investments, for example, Australia’s blocking of China Minmetals’ acquisition? LCC: Australian Treasurer Wayne Swan delivered a blow to Minmetals’ proposed USD1.7 billion acquisition of the world’s second-largest zinc producer when he said the state-owned company would not be allowed to buy Oz Minerals’ Prominent Hill mine in the Woomera Prohibited Area, a military weapons testing range.

Following the rejection, Minmetals put up a revised offer, which was approved by Swan on 23 April 2009. It is noteworthy that the approval excludes, amongst others, the Prominent Hill mine.

The approval was also made conditional upon Minmetals’ undertakings to use mostly Australian managers, price products produced by OZ Assets in Australia at arms-length basis, comply with industrial relations law, honour employee entitlements, to expand production

at some sites and to support Indigenous Australian communities.

As emphasised by Swan, the undertakings were designed to protect around 2,000 Australian jobs and ensure consistency with Australia’s national interest principles in accordance with the Foreign Acquisitions and takeovers Act 1975.

AlB: What are your views on the Minmetal’s acquisition?LCC: This case is perhaps unique as the initial rejection was purportedly made on national security ground, which no sovereign country would look upon lightly.

Swan when, approving Minmetals’ revised offer, had no qualms in stating expressly that the conditions imposed on Minmetals were design to protect Australian jobs and to safeguard Australia’s national interest in accordance with Australian law.

I find Swan’s candidness refreshing. It will be interesting to see how the Australian Regulators will deal with Chinalco’s (中国铝业) proposed investment of USD19.5 billion in Rio Tinto! AlB: Many in the industry expect FDi out of China to remain high. Would the intitiative be from the private public sectors? Are we likely to see more interests in one sector of the economy than another? LCC: The FDIs to be undertaken by the PRC enterprises would continue to be dominated by the PRC state-owned enterprises (SOEs). These are the enterprises with a deep pocket. Many of them possess a strong management team led by a dynamic and ambitious Chairman or CEO, who has an international exposure. These SOEs shall be in the pursuit of oil and gas, minerals and other natural resources abroad to ensure the steady supply of energy, raw materials and processed commodities essential to the PRC’s economic independence and political stability. AlB: Despite high levels of investment into the PRC, many still feel that elements of the regulatory regime in China are still found wanting in key areas. Can you identify some of them?LCC: Foreign investors have been criticising the PRC for the deficiencies of its regulatory regime since the early 80s. Much water has flowed under the bridge since then. Although things have improved substantially, foreign investors

still feel that the PRC fails to provide them with an equal access to the market and a level playing field for them to carry on their businesses in the PRC. Serious concerns have regularly been raised in several areas, including: (1) inadequate protection of intellectual property rights; (2) the unfair treatment frequently received by foreign-invested firms when they bid for public procurement projects; (3) the restriction imposed on foreign investment in a wide range of sectors, eg, the petrochemical sector; (4) the lack of transparency in rule-making. Recently and since the Coke’s failed buyout of Huiyuan, serious reservations have also been levied against the AML over its potential for abuse by over-zealous officials at the MOFCOM in view of the wide discretionary power vested in MOFCOM by virtue of the sweeping provisions of Article 27(6). AlB: Are the PRC authorities aware of these deficiencies? Have measures been taken to improve things on this front?LCC: The PRC authorities are certainly aware of the deficiencies. They also realize that in the absence of any improvement, there will be a further decline in the quantum of the in-bound FDIs, which will in turn adversely affect their long-term plan to channel more FDIs into the relatively underdeveloped areas in the western and central regions.

To improve investment conditions, the MOFCOM via its circular on “further improving examination and approval of foreign investments” (进一步改进外商投资审批工作的通知) dated 5 March 2009 (the “5 March Circular”) has streamlined the approval process for in-bound FDIs. It has also empowered the local competent commercial authority (地方商务主管部门) to process an FDI application of up to USD100 million. Like the 16 March Regulations, the 5 March Circular is expected, to greatly speed up the approval process for in-bound FDIs. AlB: As a specialist legal practitioner advising on PRC matters, how do you feel about their deficiencies?LCC: The lack of transparency in the judicial decision making coupled with the vagueness or ‘fuzziness’, a term recently used by the Economist Intelligence Unit when reviewing the legal and regulatory risk of doing business in the PRC, ofsome of the PRC legislations have made the life of many legal practitioners who advise on such matters very difficult indeed!

China FDI: Will 2009 be when the dragon economy wakes? ALB discusses with Loo Choon Chiaw, Loo & Partners LLP

48

fEaTURE | Korean Deals of the Year >>


Whichever way you look at it, the South Korean economy took a beating in 2008. More exposed

than other economies in the region to the global financial crisis, the won depreciated at a rate unseen since the Asian financial crisis in the late 90s, exports plunged a record 32.8%, the current account deficit exceeded $US6bn for the first time in a decade, both the KOSPI and one-year forward EPS estimates dwindled 37% and 11% respectively, and Korea earned the infamous tag of being the worse performing G20 nation after its economy shrunk by 2%.

Dealflow, somewhat predictably, ground to a halt. Thomson Reuters statistics indicated that the number of deals transacted fell by 35% in 2008, yielding a total value of just US$42bn compared to the US$64.5bn only a year earlier. The second, third and fourth quarters of 2008 merit special mention in this regard. No more than US$500m worth of offshore capital entered the domestic market in the second quarter of 2008 and while

Judged by a panel of leading in-house counsel, ALB presents the best Korean deals of the past year

KOREADEAL OF THE YEAR

2009



Deals of the Year: Korean2009

in the third quarter capital inflows brought in just over US$1bn, things returned to normal in the fourth

quarter when outbound investments plummeted to US$400m – their lowest in the past five years.

However, inbound is only half the story. The outbound deal landscape was very much alive and kicking last year as the inaugural ALB Korean Deals of the Year indicate. From Doosan’s acquisition of Ingersoll Rand to the Korea Investment Corporation’s acquisition of a stake in Merrill Lynch, and LS Cable’s acquisition of Superior Essex, the strength of

“Korea’s chaebol were behind some of the most innovative… exciting deals on the market in 2008”



MeThodoLoGY ►LawfirmsfromacrosstheregionwereinvitedbyemailtonominateanddetailthemostoutstandingKorea-relateddealstheyhavebeeninvolvedinduringthecalendaryear2008.Inaddition,theALBteamconductedinterviewswithleadingin-housecounselandcorporateleaders,collectedthird-partyinformationanddrewontheirownstockofindustryknowledge.Uponcompletionofresearch,shortlistsofthefinalistdealsineachpracticeareawerecompiledbytheALBteamandsenttoapanelofjudgescomprisedofcorporatecounseldrawnfromKorea’stoplistedcompanies.Thesejudgeswereaskedtoexaminetheinformation,andobjectivelyrateeachdealaccordingtoitssize,complexity,breadthandinnovation,andmaketheirvotesfortopdealwithineachpracticearea.Usingasimplepointssystemtoaggregateandweightthejudges’votes,ALB’sKoreanDealsoftheYear:2009weredecided.In-housejudgesparticipatedontheconditionofanonymity.

THE FINALISTS: BY PRACTICE AREA

ASSeT & CORPORATe FInAnCeName of deal Value

(US$m)Firms involved

KOMARF- sale and restructuring 171 Kim & Chang, norton Rose, Watson Farley Williams

Doosan- Ingersoll Rand acquisition finance 3,900 Bae, Kim & Lee, Linklaters, Kim & Chang, Paul, Weiss, Sullivan & Cromwell

CMA CGM Ship financing 1,068 Allen & Overy, norton Rose, Orrick, Yulchon, Kim & Chang

Y22 Parc1 Project 417 Lee & Ko, Kim & Chang, Sewha Park & Goo

CAPITAL MARKeTS: DeBT MARKeTName of deal Value


Korea Midland Power euro bond offering 300 Allen & Gledhill, Kim & Chang, Segye Law Offices, Simpson Thacher & Bartlett, Taylor & Co

Korea Rail Road Corporation notes offering 300 Allen & Overy, Davis Polk, Kim & Chang, Shin & Kim

Hyundai Capital Services MYR denominated MTn program

543 Yulchon, Zul Rafique & Partners

Shinhan Card Company MTn program 2,000 Allen & Overy, Bae Kim & Lee

Industrial Bank of Korea Commercial Paper programmes

2,000 Lee & Ko, Allen & Overy

CAPITAL MARKeTS: equITY MARKeTName of deal Value


SK Telecom- Hanaro Telecom Share sale & acquisition

1,200 Shin & Kim, Kim & Chang, Baker & McKenzie, Yulchon, Cleary Gottlieb

united Techologies HK listing 132 DS Cheung & Co, Lee & Ko

Taewoong Co Ltd GDS offering 75 Bae, Kim & Lee, Davis Polk, Kim & Chang, Simpson Thacher & Bartlett

M&AName of deal Value


LS Cable- Superior essex acquisition 1,200 Bae Kim & Lee, Cleary Gottlieb, Kim & Chang, Wachtell, Lee & Ko

Halla Consortium- Mando Corporation acquisition

652 Allen & Overy, Bae Kim & Lee, Kim & Chang, Milbank, Shin & Kim

e-land Group- Homever sale 2,200 Bae Kim & Lee, Kim & Chang

C&M Co LBO 2,300 Shin & Kim, Bae Kim & Lee, Lee & Ko, Kim & Chang, Simpson Thacher & Bartlett, Cleary Gottlieb, White & Case, Maples & Calder, Squire Sanders & Dempsey

Korea Investment Corporation- Merrill Lynch stake acquisition

2,000 Kim & Chang, Cleary Gottlieb, Shearman & Sterling, Sullivan & Cromwell, Wachtell

Dongbu Group share disposal 800 Bae Kim & Lee, Shin & Kim, Horizon Law Group

eugene Corporation- Himart acquisition 1,600 Bae Kim & Lee, Yulchon, Lee & Ko

Kumho Asiana consortium- Korea express acquisition

4,100 Bae Kim & Lee, Shin & Kim, Lee & Ko

STRuCTuReD FInAnCe & SeCuRITISATIOnName of deal Value


Value Master 2008-1 300 Kim & Chang, Orrick

Global 2008 asset securitization 320 Kim & Chang, Simmons & Simmons, Horizon Law Group

Lotte Card FRn and Sn offering 300 Kim & Chang, Shin & Kim, Orrick

Shinhan Bank RMBS & senior bond offering 500 Kim & Chang, Shin & Kim, Orrick, JSM

KeXIM Structured finance facility 400 Kim & Chang, Allen & Overy, Seward & Kissel

PROJeCT FInAnCeName of deal Value


Hyundai Green Power Co. Ltd loan facility 394 Kim & Chang

new Songdo International City development 2,700 Kim & Chang, Bae Kim & Lee, Sewha Park & Goo

KeXIM ship financing 483 Bae Kim & Lee, Linklaters

Busan new Port Project Phase 2-3 950 Lee & Ko, Kim & Chang, Kim & Company, Linklaters

Kangnambeltway project financing 630 Lee & Ko, Kim & Chang

LeGAL ADVISORS TO KOReAn DeALS BY VALueName Value

(US$m)No. of Deals

Kim & Chang 22,277 22

Bae, Kim & Lee 19,7102 13

Lee & Ko 13,329 9

Shin & Kim 10,152 8

Cleary Gottlieb 6,700 4

Allen & Overy 6,420 6

Linklaters 5,333 3

Yulchon 3,868 3

Simpson Thacher & Bartlett 2,675 3

Orrick 1,500 4

Source: ALB Deals database* This list does not purport to be exhaustive

Korea’s chaebol was on show in 2008 and similarly 2009 is predicted to be another year in which they continue to flex their muscle both domestically and internationally.

“Korea’s chaebol dominate the Deals of the Year and so they should,” said one of our in-house judges. “They were behind some of the most innovative, some of the most exciting deals on the market in 2008, but this isn’t to say that the biggest deals by value won. There are plenty of pitfalls in closing deals in a deflated market. If you look at the winning deals, it is those deals that closed off the possibility that acquirers might get their fingers burnt in the long run, the deals which are the most market focused that took the prize.” ALB

50



CAPITAL MARKETS: DEbT MARKET

IndustrIal Bank of korea CommerCIal PaPer ProgrammesUnique Regulation S, Rule 144A commercial paper offering

Value US$2bn

Firms involved Allen & Overy Lee & Ko

The deal in briefComprised of two projects: a euro-commercial •paper notes offering of up to a maximum aggregate amount of US$1bn or its equivalent in alternative currencies under Regulation S, and a US-commercial paper notes offering up to a maximum aggregate amount of US$1bn or its equivalent in alternative currencies under Rule 144AHelped Industrial Bank of Korea to plan and •manage its liquidity operation through the timely creation of commercial paper programs that can be used in Euro market and US market, respectivelyIssuer raised more than $US500m through both •programmes and is utilising these programs very efficiently to raise funds promptlyProgram is significant because it allows •obtaining financing from both US and Europe financial markets of up to US$2bn despite global financial crisis

Our judges said:

“In a market where it is extremely difficult to raise funds and even harder to do so using debt, this deal is a standout. The structuring of the deal, however, meant that the issuer not only had access to the US market, but the European market as well – this will set a path forward for future transactions of this kind in Korea”

CAPITAL MARKETS: EquITY MARKET

sk teleCom- Hanaro teleCom sHare sale & aCquIsItIonCompetitive auction share sale attracts antitrust attention

Value US$1.2bn

Firms involved Baker & McKenzie Cleary Gottlieb Kim & Chang Shin & Kim Yulchon

The deal in briefConsortium of nine sellers, comprising Texas •Pacific Group, AIG, GIC, TVG and Newbridge Capital, sell their equity shares (representing approximately 38.89% of the total outstanding common shares in Hanaro Telecom Incorporated) to SK Telecom Auction process (involving multiple bidders) •was used and attracted interest from would-be purchasers in multiple jurisdictionsNature and size of the company meant sale •raised complex regulatory issues that needed to be decided prior to the completion of the auction process Transaction was also complicated by a change in •the Korean law and regulation pertaining to the telecommunications industry between the signing of the share purchase agreement and the closing

Our judges said:

“Far from your average, vanilla transactions, this deal presented a number of pitfalls for counsel. Not only would the lawyers have had to deal with a competitive auction process, but would have also had to deal with regulatory complexities emanating from it – antitrust issues and regulatory approvals, not to mention tax issues, would have been the most challenging aspects of this deal. This deal truly deserves to be called the deal of the year in this category”

ASSET & CORPORATE FINANCE

doosan- Ingersoll rand aCquIsItIon fInanCeComplex cross-border financing and acquisition across 20 jurisdictions and 70 companies

Value US$3.9bn

Firms involved Bae Kim & Lee Kim & Chang Linklaters Paul Weiss Sullivan & Cromwell

The deal in briefKorea Development Bank lent and arranged for •a US$3.9bn senior secured loan facility for the global acquisition of the compact equipment business of Ingersoll-Rand Company by the Doosan group of companiesFacilities were divided into a US$2.9bn facility •to an Irish holding company established for the purpose of the acquisition, with the proceeds of this facility subsequently used for equity injections, and inter-company loans to other holding companies established in Ireland and the USSecond facility, worth US$1bn was offered to •the Doosan group and the proceeds of this facility were used for the equity injection in the holding companiesAcquisition involved either assets or shares of •70 companies located across more than 20 jurisdictions, complex security and guarantee structure was devised in order to overcome financial assistance and other restrictions in various jurisdictions Was one of the initial transactions to finance •Korean company’s acquisition of foreign target companies on global basis

Our judges said:

“As one of the largest simultaneous financing and acquisitions of 2008, this deal stands out as a clear winner in this category. Having to strike a balance between the differing regulatory regimes across some 20 different jurisdictions would have been an enormous challenge, but the use dual financing facilities, as well as the creative use of offshore holding companies, ensured that these challenges were overcome”

THE WINNERSALB ASIAN LEGAL BUSINESS






STRuCTuRED FINANCE & SECuRITISATION

gloBal 2008 asset seCurItIsatIonAuniqueon-tierstructuredcrossborderABSdeal

Value US$320m

Firms involved Horizon Law Group Kim & Chang Simmons & Simmons

The deal in briefUnlike typical cross-border ABS transactions, the •issuance of the CDO securities in this deal was based on a one-tier structure Substantial legal review and analysis was required •in relation to this structure and the method of creating security interests over different kinds of underlying assets for ABS bondholder in a manner that complies with Korean law Based on the credit facility provided by Hana •Bank, the ABS bondholder engaged in a credit default swap transaction as a protection seller, based on the ABS bond issued by the domestic SPC, with the credit facility provider as the reference entity

Our judges said:

“A really innovative deal. Not only is it unique in that it was structured differently from typical cross-border ABS transactions but that fact that the deal was structured so as to allow the credit facility to qualify as a guarantee under the ISDA Credit Derivative Definitions and comply with Korean law in a deflated market make it the standout”

PROJECT FINANCEnew songdo InternatIonal CIty develoPmentMulti-billiondollarfinancingdealforthecityofthefuture

Value US$270m

Firms involved Bae Kim & Lee Kim & Chang Sewha Park & Goo

The deal in briefDeal saw Shinhan Bank extend a US$2.7bn •senior secured loan facility to New Songdo International City Development – a JV between the Gale Company and POSCO Engineering & Construction for the development of New Songdo International City on approximately 10,000 acres of reclaimed land located in Yeonsu-gu, along Incheon’s waterfront It is located 40 miles south of Seoul and will be •connected to Incheon International Airport by a seven-mile highway bridge Project has an estimated total cost of •approximately US$20bn, making it the largest private development project ever undertaken anywhere in the worldDeal required the balancing of the interests of a •number of interested parties including central and local governments All of these issues were required to be resolved •prior to the commencement of the project so that the relevant assets could be provided as collateral for the lenders

Our judges said:

“A watershed project finance deal in Korea. Eco-city developments such as this often have many traps for lenders but in this deal it seems these have all been dealt with – a worthy winner”

M&A

C&m Co lBoThelargestLBObyaKoreanPEfundandthelargestTMTM&AinKoreafor2008

Value US$2.3bn

Firms involved Bae Kim & Lee Cleary Gottlieb Kim & Chang Lee & Ko Maples & Calder Shin & Kim Simpson Thacher & Bartlett Squire Sanders & Dempsey White & Case

The deal in briefDeal saw a consortium of private equity funds •including MBK Partners, Macquarie Korea Opportunities Fund and Mirae Asset Partners complete a US$2.3bn leveraged buyout of C&M Co, the second-largest multisystem cable operator in KoreaConsortium acquired 95.6% of C&M from its •founder Min-Joo Lee, his affiliates and Goldman Sachs Capital Partners following approval by the Korea Broadcasting Commission and the Ministry of Information & Communication, making it the first time a private equity fund has been permitted to acquire a controlling stake in a cable service providerDeal was the largest LBO by a PE find in the •Asia Pacific (excludign Japan & Australia) in 2008, the largest LBO by a Korea PE fund, the first club deal by a Korean PE fund and the largest TMT M&A in Korea in 2008

Our judges said:

“A standout deal and a clear winner in this category not only because it represented so many firsts, consider the market conditions in which the deal was struck and you can understand how significant it was. Aside from the regulatory approvals, which the market knows were hard to secure, it represents something like 80% of the total PE deal flow in Korea in 2008”





52




The number of lawyers practising in Korea is expected to double in the next seven years as the Korean government steps up moves to

liberalise its legal services market in line with its obligations under the recent free trade agreement with the US.

In 2007, the Korean bar association stated there were 10,176 attorneys registered to practise in Korea, of whom less than 200 were foreign. Both figures are expected to increase by as much as 20% in the years ahead due to the influx of foreign attorneys and changes to law school testing, which would see the admission of 2,000 new lawyers by 2012. These statistics do not bode well for domestic lawyers.

“The job market for lawyers is one of the most competitive in the world,” says a senior partner at one of Korea’s

biggest firms. “Because of the nature of transactions happening in Korea at the moment, there is no real need for counsel to be admitted here, so unless some of the younger lawyers are particularly brilliant, they may find themselves having to serve independently.” Of the lawyers who pass the Korean bar exam each year, only the

top 30–40% find gainful employment as state prosecutors or judges, or associates at the top seven law firms.

“It is really tough for lawyers at the moment,” the source said. “We see a lot of them having to resort to street-peddling and eventually falling into bankruptcy… many lose face and can’t go on.” ALB

Liberalisation looks set to swell lawyer ranks

http://www.bkl.co.kr

Regional ALB9.5_lee n ko_FP [Converted].pdf 5/11/2009 10:55:41 AM

http://www.leeko.com

54

fEaTURE | offshore >>


Specialist firms are often the best at avoiding general downturns and offshore firms are no exception. Their diversity, both in terms of practice area and geographical location, means they continue to thrive

On paper it may seem like offshore law firms are up against it at the moment. Not only do they, just

like their onshore counterparts, have a global financial crisis to grapple with, they also have to deal with finger pointing from regulators across the world who are placing much of the blame for the current worldwide recession squarely with offshore jurisdictions. But, in reality, things have never

looked better for offshore firms. Instructions and referrals remain largely unaffected; many cite a distinct upturn in insolvency and restructuring matters involving offshore jurisdictions; and all claim to have more than enough work to keep them occupied as the BRIC plans implemented as long as 30 years ago begin to reap dividends. It seems the only thing offshore firms are struggling to keep up with is client demand.

Offshore firms: riding out the economic storm



The global financial crisis: diversity keyWhere onshore law firms have been badly hit by the global financial crisis, and have seen their head count and revenue figures slip, the situation confronting offshore firms is a little different. They too have their eye on their bottom lines, but many report the focus of their business development activities has shifted more to keeping up with client demand, with their appetite for offshore legal advice not waning despite the global recession.

“Our business is by nature cyclical,” says Michael Gagie, Hong Kong

managing partner of Harney Westwood & Reigels. “In a downturn there will be work. There is a lot of activity on the restructuring side at the moment, as you would expect, with the prospect of a spike in private equity activity to come as well, but its probably fair to say

that the offshore practices are strongest when everyone is making money.”

Frances Woo, the Hong Kong managing partner of Appelby, cites a similar trend and says that while work in some areas has dropped off, the work

in litigation, work-outs, and insolvency & restructuring is more than enough to keep some firms going.

“There is certainly an overall reduction in instructions for new companies and structures, and a decline in the number of transactions coming to market from the US, the UK and Asia. But litigation is strong and our global funds team is busy with work-outs and restructuring,” she says.

Robert Briant, the British Virgin Islands (BVI) managing partner of

But while the focus of offshore firms has, in some respects, shifted away from their core business in favour of picking up some of the recession-related work on offer at the moment, Richard Collis, Conyers’ global managing partner, says that banking solely on the upturn in these areas may not make for a sound long-term strategy for some.

“Some offshore law firms will face a degree of downsizing – that is inevitable in a global recession,” he says.

“Some of them that found themselves in a niche, for example those that exclusively did securitisation work,

Michael Gagie, Harney Westwood

& Reigels

The oFFShore WorLd ►

Name Partners Lawyers Offices

MaplesandCalder 66 222 BVI,Cayman,Dubai,Dublin,HK,Jersey,London

Appleby 55 165 Bermuda,BVI,Cayman,HK,Jersey,London,Mauritius,Zurich

Walkers 53 105 BVI,Cayman,Dubai,HK,Jersey,London,Singapore

Conyers 40 157 Anguilla,Bermuda,BVI,Cayman,Dubai,HK,London,Mauritius,Moscow,SaoPaolo,Singapore

Ogier 38 214 Auckland,Bahrain,BVI,Cayman,Dublin,Guernsey,HK,Jersey,London,Montevideo,Tokyo

Arendt&Medernach 32 250 Brussels,Dublin*,Dubai*,London*,Luxembourg,NewYork*

Homburger 31 103 Zurich

CareyOlsen 29 85 Guernsey,Jersey,London

BedellCristin 27 61 Dublin,Geneva,Guernsey,Jersey,London

MourantduFeu&Jeune 26 95 Cayman,Guernsey,Jersey,London

ElvingerHoss&Prussen 26 80 Luxembourg

Cains 17 30 IsleofMan,London,Singapore

Harneys 15 63 Anguilla,BVI,Cyprus**,Cayman,HK,London

MaitlandAdvisory 26 25 CapeTown,Cayman,Dublin,IsleofMan,Paris,London

Hassans 26 75 Gilbraltar,Madrid

Ozannes 20 61 Guernsey,Jersey

Triay&Triay 14 28 Marbella,Sotogrande

DickinsonCruickshank 12 42 IsleofMan,London

OostvogelsPfisterFeyten 10 55 London,Luxembourg

CollasDay 8 22 Guernsey,London

Conyers Dill & Pearman, agrees that litigation is busier than normal, and says that apart from the rise and fall of work by practice area, some jurisdictions are also shining more brightly than others at the moment.

“While corporate law matters may be slower as a result of the global recession, litigation is booming. [Because this] is a global recession, certain parts of the world are busier than others and different opportunities arise in different parts of the world,” he says, singling out Asia as being particularly ebullient.

“While corporate law matters may be slower as a result of the global recession, litigation is booming”

roBert Briant, conyers Dill & PearMan

This list does not purport to be exhaustive; accurate to February 2009*Denotes representative office**Denotes formal alliance with local firm

56



either by design or by accident, will start to find holes in their capacity and now will be the time for them to address this. It probably won’t suffice for a firm to say, ‘We are solely looking

to pick up the work in litigation and insolvency and restructuring that is emanating from the crisis.’ This drives specialisation and over-dependence on one area and will create a problem when markets rebound and work in core areas returns.”

Indeed, offshore firms have long known of the need to diversify their practices, with all the firms ALB interviewed for this report having devoted the greater part of a decade to finding this geographical and practice area balance.

BRiC and beyondBrazil, Russia, India and China (known collectively as the ‘BRIC’) remain the focus for most offshore

firms across the world – and rightly so according to lawyers.

The past 10 years in particular have seen a sea change in mainstream attitudes to offshore financial centres. Their label as ‘tax havens’ and hotbeds of borderline illegal financial practices has dissipated, if not disappeared completely, and most realise their utility and importance in the world economy.

An attitude shift that is perfectly evidenced by their role as conduits for the ever-growing flow of capital between new world economies and the west and the explosion in the number of BRIC-owned offshore incorporated companies (the latest statistics indicate that as many as 80% of companies incorporated offshore are BRIC companies). In this context, it is easy to

see why offshore firms remain brazen about their operations despite the global financial crisis.

Collis says the past 15 years have been marked by BRIC clients’ increased appetite for offshore products, so much so that the firm found it necessary to open in Moscow and Mauritius (which is widely known as a hub for Indian clients) and Sao Paulo in the past year.

“We opened in Sao Paulo in March 2008, Moscow in April 2008 and Mauritius later in October and Sao Paulo in March 2009; all three openings were probably a long time coming,” he says. “We had noticed for sometime that our Latin American, Russian, including the CIS and India as well as those clients looking to do business in those regions were substantially increasing their use of offshore structures more than they perhaps had been in the past.”

Appleby, which along with Conyers, is the only offshore law firm to have offices in Mauritius, says that while the bulk of instructions it receives in Mauritius are India-related, there is a healthy demand

for advice coming through the tiny island from Africa as well.

“We are seeing new jurisdictions emerging,” Appleby’s Woo says. “Appleby was the first offshore firms to establish itself in Mauritius [and through this] develop a strong foothold in the African region.”

Evidence, comments from offshore lawyers suggest, that many opportunities lie outside the BRIC for offshore firms as lie within it. Last year, Ogier made the unprecedented move of becoming the first offshore firm to open offices outside the traditional offshore heartland by venturing into Bahrain, Tokyo and Auckland – moves which the firm’s chairman, Jonathan White, said were all about being on the ground where clients were and being

“We had noticed for sometime that our Latin American, Russian and CIS clients, as well as those from India, were really substantially increasing their offshore structures more than they perhaps had been in the past”

John collis, conyers Dill & PearMan

onShore GoeS oFFShore ►

UK-based firm Withers has made an unprecedented move, becoming the first onshore law firm to enter the offshore market after announcing that it will open in the British Virgin Islands (BVI).

The office – which will provide a range of cross-border services including corporate and trust disputes, insolvency & restructuring, funds, and banking & finance – will be staffed by litigation partner Jeremy Scott and corporate partner John Greenwood, both of whom will relocate from the firm’s London office.

Commenting on the move, Samantha Bradley, managing director of the firm’s Hong Kong office, said that it was motivated by a distinct upswing in insolvency & restructuring work involving offshore elements.

“Our clients, our key contacts on the ground and the firm have all noticed an increase in litigious work in the BVI. The latest statistics show that in 2004 there were some 550,000 companies incorporated in the BVI but now that figure is closer to something like 860,000. As business becomes more globalised, we expect to see more clients finding a BVI dimension to their international disputes.”

But do not expect Withers to be making an all-out assault on the offshore market. According to Bradley, the firm’s office in the BVI will be focusing on the niche area of international litigation, such as insolvency litigation and fraud and asset tracing.

“Our approach with this office is to focus on insolvency and disputes and is extremely targeted. We are responding to the needs of our international clients who find a BVI component to their litigation in London or New York and need joined up advice. We will continue to work closely with the local BVI law firms,” Bradley says.

Frances Woo, Appleby

http://mapleandcalder.com


Firm Profile Harney Westwood & Riegels

Harneys: From BVI to Cayman… and beyondWhichever way you look at, 2008 was a stellar year for Harneys and according to the firm’s Hong Kong managing partner 2009 will be even better

“The BRIC countries are assuming increased importance not only because of some of the failures of western countries that the global financial crisis has exposed,” explains Gagie. “but there is a new generation of wealth creators coming through in these countries who are choosing to use offshore and to incorporate their businesses in either the BVI or Cayman.”

Similarly, the firm’s tie-up with ALY in Cyprus will serve Harneys clients in India as the addition of a Cyprus-based tax treaty will be a valuable resource for clients in Asia.

The Harneys competitive advantageGagie says that Harneys differentiates itself from other offshore law firms in the market by providing the same high level of client service to all clients regardless of whether they are a Fortune 500 company or a local private company or individual—something which is of vital importance in an increasingly competitive Asian market.

“In Asia, we understand that speed of response, provision of real time advice and competitive pricing are key criteria for clients look for legal advisors. You could say these are even more important in light of the current economic climate.”

Moreover the firm’s commitment to recruiting senior lawyers well versed in the customs and culture of emerging economies like India and Russia means Harneys clients can access the best no matter which part of the world they are doing business in.

“A number of our recently recruited lawyers were targeted by us for their legal and linguistic backgrounds. We are working towards having full service teams of lawyers who themselves come from the jurisdictions in which our clients operate and who understand the local market requirements and conditions. Our recent hires of Chetan Nagendra, a senior Indian lawyer and Marina Kozlova, who joined our growing Russian practice, are good examples of this.”

So what’s next for Harneys? Gagie predicts 2009 will be another good year for the firm.

“We will continue to grow in 2009,” says Gagie. “We will deliver the same excellent service for Cayman that we offer clients across the world for BVI and look to strengthen our Hong Kong office by bringing on board a couple more lawyers with local language capability.”

It has been a year of significant growth for Harneys, with the addition of both a Cayman Islands practice through its take-over of CS Gill & Co and Cypriot expertise

through its close strategic alliance with Cyprus firm Aristodemou Loizides Yiolitis & Co (ALY).

Since early 2008, the firm has made up an unprecedented 12 new partners and brought in 2 more partners as lateral hires. Included in the more than 20 new lawyers also hired are a number of senior lawyers brought on to strengthen the firm’s BRIC focus. Amongst them, Indian lawyer Chetan Nagendra now heads up the firm’s India desk; native Russian speaker Marina Kozlova was brought in to support the firm’s already thriving Russia desk, and the hire of Horacio Woycik has strengthened the firm’s rapidly growing Latin America desk headed by Brazilian partner Marco Martins. The firm’s Hong Kong office has seen the elevation of Leon Mao to partner, and the hire of partner Paul Lau from a rival offshore law firm.

All moves which according to the firm’s Hong Kong managing partner, Michael Gagie make Harneys the offshore firm of choice in the region.

Harneys: now in Cayman“2008 was a great year for us in terms of expanding our offering to better serve our clients needs,” he says. “We have probably been without peer in the British Virgin Islands (BVI) and with our move into Cayman we are looking to replicate our top tier BVI reputation in Cayman.”

The ability to offer advice on the laws of both offshore jurisdictions, it seems, has never been more important. “The ability to offer our clients seamless advice covering both jurisdictions is a tremendous boost for our practice and will enable us to compete more effectively in the market place,” says Gagie.

Building BRiC by BRiCIn addition to its expansion into the Cayman Islands, Harneys made considerable strides executing its BRIC strategy. This commitment to clients in emerging economies was achieved most notably in 2008 through the completion of a full set of BRIC desks staffed by specialists in Asian, Latin American, Russian and Indian markets.

Harney Westwood & Riegels 1507 The Centre 99 Queen’s Road Central Central Hong Kong Michael Gagie, Partner Email: [email protected] Tel : +852 3607 5300

Michael Gagie

British Virgin Islands | Cayman Islands | Hong Kong | London

www.harneys.com

Timing.Is a combination of awareness,responsiveness and action.

Timing.

At Harneys we understand that timing is everything. That’s why the world’s leading law firms, financial institutions and corpo-rates call on us when they need fast, accurate and commer-cially astute legal advice. With offices and affiliates in the British Virgin Islands, Cayman Islands, Hong Kong, and London, Harneys has jurisdictional expertise and business knowledge that spans the globe. Let us put it to work for you.

http://www.harneys.com

60



able to respond to their demands in real time.

“In pursuit of our strategy, we felt it critically important to establish a strong presence in both the Middle East and Japanese markets so that we can provide the full range of Ogier’s services to our clients in their own time zone and in a manner that is responsive to local conditions and practices,” he said.

The firm’s Bahrain office is a JV with Two Seas Trust, which will work on the establishment of trust funds in the region. Chartered secretary Paul Perris, as general manager of Ogier

Bahrain and managing director of Two Seas Trust, will head both the office and the JV company. The Tokyo office, which is headed by former Deutsche Securities analyst Skip Hashimoto, will provide a link to the firm’s Hong Kong operation and integrate its Cayman and BVI experience for its Japanese clients.

Not to be outdone, both Conyers and Maples and Calder also have offices in the Gulf with Appleby’s Woo pointing out that they are monitoring events there closely with a view to opening there should client demand compel them to do so.

“We have announced our intent to open an office in the Gulf region and that opening is imminent,” Woo says.

Competition increases in key offshore financial centresMuch of the geographical diversification in the offshore world is both a function of the globalisation of legal practice and the increased competition that offshore firms are facing in their home jurisdictions. And while many of the top offshore firms have the capacity to advise on the laws of more than one offshore jurisdiction, even this is not enough to stave off the competitive pressures.

According to lawyers ALB spoke to, competition between offshore firms is most apparent in the more established offshore financial centres and is likely to remain that way in the near future.

“There will always be strong competition in the key offshore jurisdictions such as Bermuda, Cayman and Jersey,” Woo says.

Conyers’ Briant agrees with Woo, adding the British Virgin Islands (BVI)

“The process of offshore firms taking on more jurisdictions is bound to continue and whether that be through mergers, tie ups or opening completely new offices we don’t know. But what we do know is that the process will not be scaled back”

John collis, conyers Dill & PearMan

Bermuda

British Virgin Islands

Cayman Islands

Hong Kong

Jersey

London

Mauritius

Zurich

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to his list while noting that increased competition in these locations often translates into fierce competition in places like London and Hong Kong.

“The competition between offshore law firms is most intense in both the BVI and Cayman, where virtually all offshore law firms have offices,” he says. “This competition is then reflected in the onshore city offices of such firms, such as London and Hong Kong, where there is competition by the law firms providing advice on BVI and Cayman law.”

Collis believes that competition will only increase in the near future as more offshore firms seek to advise on the laws of more than one offshore jurisdiction.

“It’s very rare to find an offshore firm who only advises on the laws of one jurisdiction anymore,” he says. “The process of offshore firms taking on more jurisdictions is bound to continue and whether that be through mergers, tie ups or opening completely new offices we don’t know. But what we do know is that the process won’t be scaled back and all offshore law firms are looking closely at their core markets to see where the competition will come from.”

However, competition in offshore jurisdictions need not only come from other offshore firms.

Earlier this year, UK firm Withers announced that it would be opening an office in the BVI making it the only onshore firm to practice

offshore law (see box on p48). Far from crying foul, however, the general consensus from offshore firms seems to be that the move will only prove beneficial for offshore jurisdictions, and aid in raising their international profile.

“We look forward to the opening of Withers’ office in the BVI,” Briant says. “We welcome the competition and believe that it will only enhance the reputation of the jurisdiction as well as the offshore product.”

But that is about where the spirit of cooperation stops. Lawyers remain coy on whether this move is the start of a wholesale assault on the offshore law firm world, saying instead that the need for offshore firms would remain even if their onshore counterparts were

to enter the market en masse. “I am not certain that there is such a

trend,” Briant says. “The onshore firms have not opened up offices in the offshore jurisdictions as a result of the high level of legal services already provided in these places. Further, it is unlikely that an onshore firm will use the offshore office of its onshore competitor. It is the ability of the offshore law firms to cater to the requirements of all the onshore law firms

which allows the offshore firms to exist.” Woo concurs adding that should

such a situation eventuate, onshore firms will find the going tough. “As markets contract, firms will consider other potential opportunities for growth, but onshore firms will face inherent difficulties when trying to enter an established offshore jurisdiction to practice offshore law,” she says.

John Collis, Conyers Dill & Pearman

In addition to Ogier both Conyers and Maples and Calder also have offices in the Gulf with Appleby’s Woo pointing out that her firm is monitoring events there closely with a view to opening there should client demand compel them to do so

62



Going straight to the clientOffshore practice development has come a long way, with clients, especially those in Asia far more comfortable instructing their offshore lawyers directly, than they perhaps were in the past, so much so that many have cut onshore lawyers out of the picture all together.

And, its a change that says as much about the development and growth in reputation of offshore legal practice as a discrete discipline, as it does about the changes in the client mindset, but its not without its own problems. This circumvention of the traditional flow of instructions is causing waves and debate within the legal profession.

“It’s true that we’ve seen a growing trend where the ultimate client is instructing us directly, particularly where such client is already familiar with offshore jurisdictions and structures,” says the Hong Kong managing partner at one offshore firms who preferred not to be named.

ALB’s source, who receives a good mix of briefs from both onshore firms

and in-house departments, adds that this trend is symbiotic. “We’re typically the second port of call for the client with the first port of call being a local legal services provider. However, if we’ve worked closely with a client for a number of years that client may well liaise directly with us. This doesn’t often bother the local provider as it goes both ways.”

But the partner contends that onshore firms claims that they are being unfairly cut out of the process are not warranted. “We have seen a number of onshore law firms become quite irritated at this process but, at

the end of the day, if a client comes to us directly then we can’t very well turn them away. We have good relationships with the onshore firms and will refer non-offshore related work to them, so it’s not a question of the onshore law firms being cut out of the loop.”

However, other offshore lawyers ALB spoke to say that this trend – which can result in onshore firms briefing their

offshore counterparts late in the deal, so that the latter is unable to form a strong relationship with the client – will eventuate whether the offshore firms are receiving direct instructions or not. ALB

“We have good relationships with the onshore firms and will refer non-offshore related work to them, so it’s not a question of the onshore law firms being cut out of the loop”

oFFshore law FirM Managing Partner

http://shinjuku.frasershospitality.com

Withers BVI Ad AW.indd 1 24/4/09 21:14:12

http://www.withersworldwide.com

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fEaTURE | ALB Law Awards >>


SE Asia Law Awards 2009 – the finalists

Awards season is upon us again and here is the complete list of the finalists who will battle it out for this year’s BMW Asia ALB SE Asia Law Awards 2009, to be held in Singapore on 5 June

deals of the year

ASSET & CORPORATE FINANCE DEAL OF THE YEAR

FinAlisTsGMr - InTerGen FInAnCInG And ACquISITIon ►

Firms: Allen & Overy; Allen & Overy Shook Lin & Bok; Appleby; Cains; DeBreau Westbrook; Luthra & Luthra; Mallesons Stephen Jaques; Sidley Austin; SyCip Salazar; White & Case

Why: •DealinvolvedGMRsecuringtermloanfinancinginfortheacquisitionofasubstantialequitystakeinIntergenNV

•AtapproximatelyUS$22bn,thiswasthelargesteveracquisitionofaglobalenergycompanybyanIndiancompany

MerrILL LYnCh & SYMPhonY - dLF GrouP ►InVeSTMenT

Firms: AzB & Partners; J Sagar & Associates; Linklaters; Luthra & Luthra

Why: •DealwasaseriesofstructuredfinancetransactionsbyMerrillLynchinsixdevelopmentprojectsacrossIndiapromotedbytheDLFgroup

•US$1bntransactiontotalrepresentedlargeststructuredfinanceinvestmentsinrealestatesectorinIndia

MISC CAPITAL LoAn FACILITY ►Firms: Norton Rose; Raslan Loong; Watson, Farley & WilliamsWhy:•US$1bntransferablesyndicatedloanfacilitywasstructuredasaUS$750mloanfacilitywithaUS$250mgreenshoe

•FurtherUS$75mfacilityprovidedonabilateralbasisbyBTMU

PT ProFeSIonAL TeLekoMunIkASI IndoneSIA SenIor ►And MeZZAnIne FInAnCInG

Firms: Allen & Overy; Hadiputranto, Hadinoto &

Partners; Latham & Watkins; Makes & Partners; Milbank; Stamford LawBanks:ABNAmro;ChinatrustCommercialBank;CIMB;DBS;OCBC;PTBankCentralAsiaTbk;PTBankMandiri(Persero)Tbk;StandardChartered

Why: •DealsawIndonesiancellulartoweroperatorPTProfesionalTelekomunikasiIndonesiaTbk(Protelindo)obtainUS$360mseniorandUS$65mmezzaninefinancing

INSOLVENCY & RESTRuCTuRING DEAL OF THE YEAR

FINALISTSFr8 hoLdInGS InSoLVenCY ►

Firms: Allen & Gledhill; Clifford Chance; Drew & Napier; Gorrisen Federspeil Kierkegaard; Rodyk & Davidson; Shook Lin & Bok; Watson Farley & Williams; White & Case; WongPartnershipBanks:INGBelgiumNVAccountants:GrantThorntonWhy: •Complexcross-borderinsolvencyinvolvingcompaniesinBelize,Singapore,USandUKinwhichsomeofthecompaniesweresubjecttoworldwideMarevainjunctions

•ClaimsagainstthecompaniesinBelizeandSingaporealoneexceedUS$100m

IJM LAnd CorPorATIon reSTruCTurInG ►Firms: zaid Ibrahim & Co; zain & CoBanks:AmInvestmentBankBerhadWhy: •DealinvolvedshareswapofIJM’sinvestmentinRBLand(comprisingordinarysharesandredeemablepreferenceshares)forordinarysharesinenlargedIJMLandaslistedandquotedonMainBoardoftheBursaMalaysiaSecurities

•TransactionwasdevisedtorealiseandconvertinvestmentsinunlistedpropertydevelopmentcompanyintoinvestmentsinenlargedlistedpropertydevelopmententityknownasIJMLand

noMurA - LehMAn BroTherS (ASIA) ACquISITIon ►Firms: Allen & Gledhill; Allen & Overy; AzB & Partners; Freshfields Bruckhaus Deringer; Khaitan & Co; Linklaters; Mallesons Stephen Jaques; Rajah & Tann; Skadden; Weil Gotshal & Manges; White & Case; WongPartnershipBanks:RothschildAccountant:KPMGWhy: •DealsawNomuraacquireLehmanBrothers’stockbrokingandinvestmentbankingoperationsinAsiafollowingitscollapseinSeptember2008inwhichitfiledforbankruptcyprotection

•Nomuraemergedasthesuccessfulbidder;competingbidsweresubmittedbyStandardCharteredandBarclays

ueM WorLd reSTruCTurInG ►Firms: Kadir Andri & PartnersBanks:CIMB;PublicInvestmentBankBerhadAccountant:Ernst&YoungWhy: •US$1.6bncorporaterestructuringexercisesoughttode-layertheholdingbyKhazanahNasionalBerhadintheUEMGroupofcompanies

•RestructuringwaseffectedbywayofrestrictedofferforsaleofabasketofsharescomprisingsharesoffourlistedsubsidiariesinUEMsothatpublicshareholdersinUEMWorlddirectlyholdshares

ASSETTON AWARD PROJECT FINANCE DEAL OF THE YEAR

FINALISTSAdAnI PoWer ProJeCT FInAnCe ►

Firms: Clifford Chance; Luthra & LuthraBanks:AxisBank;BankofIndia;CorporationBank;IOB;PunjabNationalBank;SBI;StandardChartered;StateBankofMysore;StateBankofPatiala;StateBankofSaurashtra;StateBankofTranvancore;TamilnaduMercantileBank

Why: •TamilnaduMercantileBankDealinvolvedthefinancingof1320MWpowerprojectbeingundertakenbyAdaniPowerataSEZinMundra,Gujarat



SE Asia Law Awards 2009 – the finalists

•Financingrelatedtophase3ofcoalbasedthermalpowerprojectbeingimplementedatMundra,withphase1and2financingsalreadyhavingbeenundertaken

•TotalcostofprojectestimatedtobeUS$1.4bnandisproposedtobefundedthroughcombinationofequity(25%),seniordebt(75%)and subordinatedebt (5%); seniordebt comprisedofrupeeloans,letterofcreditfacilitiesandforeignloanfacilities

ITe WeST CoLLeGe PPP ►Firms: Allen & Overy Shook Lin & Bok; Ashurst; Linklaters Allen & Gledhill; WongPartnershipBanks:Dexia;DZBank;HSBC;Sumitomo-Mitsui;BankofTokyoMUFJ

Why: •ProjectisfirstPPPforaSingaporeeducationalinstituteandalsofirstsuchprojectthatBritain’slargestconstructionconglomerate,BalfourBeatty,isundertakingoutsideUK

•DealitselfsawsyndicateofbanksofferseniorfinancingofmorethanS$300mtoGammonCapital(West)forconstructionofnew10-hacampusforITEWestCollege

MundrA PoWer ProJeCT FInAnCe ►Firms: Chadbourne & Parke; J Sagar & Associates; TSMP; Watson Farley & WilliamsBanks:AsianDevelopmentBank;BNPParibas;KEXIM;StateBankofIndia

Why: •DealsawaPFloanofUS$4.25bnforthe4000MWMundracoalfiredultramegapowerprojectbeingdevelopedinIndiabyTataPowerCompany

•Nineultramegapowerprojectsof4000MWeachhavebeenannouncedbytheGovernmentofIndiaandthisdealisfirstofthosetoexecuteloanagreementsforfinancing

reSorTS WorLd SenToSA ProJeCT FInAnCe ►Firms: Cains; Conyers, Dill and Pearman; Drew & Napier; Lovells Lee & LeeBanks:BangkokBank;BankofTokyoMUFJ;BNPParibas;Calyon;CIMB;CommerzbankAG;DBS;DZBank;HSBC;JPMorgan;MalayanBankingBerhad;NAB;OCBC;RBS;Sumitomo-Mitsui

Why: •US$3bnprojectfinancingisoneoflargestnon-traditionalsyndicatedprojectfinancingdealseverundertakeninSingapore’sbankinghistorywithfirsttranchesuccessfullyclosedamidstglobalfinancialcrisis

•Projectwillallowconstructionanddevelopmentofintegratedresort(casino)

TAnJunG JATI B PoWer PLAnT exPAnSIon ►Firms: Ali Budiardjo, Nugroho, Reksodiputro; Cleary Gottlieb; Denton Wilde Sapte; Makarim & Taira S; Milbank; Nagashima Ohno & Tsunematsu; Paul, Weiss; WongPartnershipBanks:BankofTokyoMUFJ;BNPParibas;Sumitomo-MitsuiAccountants:PwCWhy: •DealsawPTCentralJavaPoweracquireprojectfinancingforrestructuringofTanjungJatiBpowerproject,acoalfiredpowerplantincentralJava

•ValuedatUS$2.3bn,thiswasfirstbigpowerprojectinAsiatobecompletedatstartofglobalfinancialcrisis

DEbT MARKET DEAL OF THE YEARFINALISTS

CAPITALAnd CB oFFerInG ►Firms: Allen & Gledhill; Allen & Overy Shook Lin & Bok; Linklaters Allen & Gledhill; WongPartnershipBank:JPMorganWhy: •CapitaLandLimitedissueS$1.3bn3.125%convertiblebondsdue2018whichareconvertibleintoordinarysharesofissuerwhichhasoption,uponredemptionofbondsincertaincircumstances,toredeembondsbydeliveringsharesoftheissuertoholdersin satisfaction of its obligation to pay redemption amounts

•Atthetime,dealwaslargestCBdealinSingaporeof2008

CIMB STAPLed SeCurITIeS ProGrAM ►Firms: Adnan Sundra & Low; zaid Ibrahim & CoBanks:CIMBAccountant:PwCWhy: •US$1.01bndealcomprisesissuanceofCapitalSecurities(stapledtosubordinatenotes)byCIMBBanktobeissuedbywhollyownedsubsidiaryofCIMB

•CapitalSecuritiesarestructuredtobeTier1capital•FactthatCapitalSecuritiesarestructurednotonlyforsophisticatedinvestorsbutalsoforretaildistributionisfirstforunlisteddebtsecurities

CITY deVeLoPMenT ISLAMIC TruST CerTIFICATe ►ProGrAM

Firms: Allen & Gledhill; WongPartnershipBanks:BankofNewYorkMellon;CIMB

Why: •DealsawCityDevelopmentthroughitswhollyownedSPVCitidevNahdahenterintoinSingapore’sfirstunsecuredIslamiccapitalmarkets transaction involvingacorporate issuer, through theestablishmentofaS$1bnIslamicTrustCertificateProgramme

•DealinvolvedfusionoftraditionalIslamicfinancingprinciplesintoconventionalmedium-termnoteframework,inordertocreateIslamicsecuritieswhichreplicatetheeconomicfeaturesofunsecuredconventionalbonds

STAndArd ChArTered MedIuM-TerM noTe ►ProGrAM

Firms: Kim & Chang; Slaughter and May; zul Rafique & partnersBanks:KEXIM;StandardCharteredWhy: •Dealwasissuanceofsubordinatednotesand/orseniornotesunderanMTNprogrammeofuptoRM3.5bnwithtenureofupto20yearsbyStandardCharteredFirstBank,acorporationincorporatedinKorea

VedAnTA SeCurITIeS CB oFFerInG ►Firms: Amarchand & Mangaldas; Latham & Watkins; Shearman & SterlingBanks:BarclaysCapital;Citi;DeutscheBank;JPMorgan;MorganStanley

Why: •US$1.25bnwasoneofIndia’slargestevercorporatebondofferingsandwidelyregardedasoneofbesthigh-yieldbonddealsof2008

•Transactionmarkedbyshorttimeinwhichunderwritersandissuerhadtobringthisdealtomarket

EquITY MARKET DEAL OF THE YEARFINALISTS

TrAnSCu-enG WAh hoLdInGS rTo ►Firms: Drew & Napier; Duane Morris; Heller Ehrman; Miyake & Yamakazi; Stamford Law Corporation; TMI AssociatesBanks:CIMB;KBCBankAccountants:Deloitte;Ernst&Young;KPMGWhy: •US$443mdealsawEngWahacquireentireissuedandpaid-upcapital,andoutstandingoptionsofTranscu,inreturnforallotmentbyEngWahofnotlessthan91.5%ofissuedsharecapitalofEngWahtoTranscu’sshareholders

http://www.bmwgroup.com

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•Pursuanttoreversetakeover,EngWahconductedcapitalreductionexerciseaswellasseriesofdisposalsofitsexistingassetsandbusinesses,whichweretakenprivate

eSSo ThAILAnd IPo ►Firms: Baker & McKenzie, Davis Polk & WardwellBanks:MorganStanley;PhatraSecuritiesWhy: •LargestIPOinThailandsinceMay2006,andwasonlyequityofferingfromThailandtargetedatUSandinternationalinvestorssincesecondhalfof2007

•Innovativedealstructureincludedextraordinarydividendpayoutafterlistingandanundertakingtomaximisedistributionsgoingforward

•IPOalsoinvolvedbothrecapitalisationandrestructuringofissuersothatcertainpetrochemicalassetscouldbeincorporated,andstakesalebytheThaiMinistryofFinance

PT AdAro enerGY TBk IPo ►Firms: Hadiputranto, Hadinoto & Partners; Hendra Soenardi & Rekan; Latham & Watkins; Lubis Ganie Surowidjojo; Milbank; White & CaseBanks:PTDanatamMakmurAccountants:PwCWhy: •US$1.3bnIPOwas,inrupiahterms,Indonesia’slargesteverIPO,andAsia’sthirdlargestIPOin2008outsideJapan

•Issueinvolvedsubstantialcorporatereorganisation,whichstreamlinedgroup’scorporateorganisationandpreservedintactIndonesianandforeignshareholdingpost-IPO

PT BAkrIe & BroTherS rIGhTS ISSue & ACquISITIon ►Firms: Allen & Overy; Hadiputranto, Hadinoto & Partners; Soebagjo Jatim Djarot Banks:CreditSuisseWhy: •Two-stagedealsawPTBakrie&BrothersTbklaunchinginitialUS$4.4bnrightsissue

•ProceedswereusedtoacquiresharesinthreemajorlistedcompaniesenablingconsolidationofvariouscompaniesinBakriegrouptovalueofUS$5.5bn

reLIAnCe PoWer IPo ►Firms: Amarchand & Mangaldas; Cleary Gottlieb; J Sagar & Associates

Why: •GroundbreakingUS$2.9bnlistingwasfullysubscribedwithinoneminuteofopeningandbyclosewasoversubscribed73timesafterhavingreceivedapplicationsfromover5millionretailinvestors

TeLekoM MALAYSIA deMerGer - TM InTernATIonAL ►LISTInG

Firms: Adnan Kelana Haryanto Hermanto; Atieh Associates; Crawford Bayley & Co; DFDL Mekong/Mekong Law Group; Dr Kamal Hossain and Associates; Herbert Smith; Nithya & Partners; Orr, Dignam & Co; TM&S Gujadhur Chambers; WongPartnership; zul Rafique & partnersBanks:CIMB;UBSAccountants:PwCWhy: •DealinvolvedinternalrestructuringanddistributionbyTMtoTM’sshareholdersofallsharesinTMI,includingsharesissuedpursuanttointernalrestructuring

•Aftercompleted,allsharesinTMIwerelistedonMainBoardofBursaMalaysia

•DealwasoneoflargestofitskinditMalaysia

CHIVAS 18 AWARD SE ASIA M&A DEAL OF THE YEAR

FINALISTSMAYBAnk - BAnk InTernASIonAL IndoneSIA STAke ►ACquISITIon

Firms: Assegaf Hamzah & Partners; Drew & Napier; Hadiputranto, Hadinoto & Partners; Latham & Watkins;

Melli Darsa & Co; Rodyk & Davidson; WongPartnershipBanks:MalayanBankingBerhadWhy: •DealsawMaybanksecureacontrollingstakeinIndonesia’s6thbiggestbank,BankInternasionalIndonesia(“BII”)forUS$1.5bn

•Mostof56%stakewaspurchasedfromSingaporestateinvestmentfirmTema

MAYBAnk - kookMIn BAnk ShAre ACquISITIon ►Firms: Drew & Napier; Rodyk & Davidson; Shin & Kim; Wong PartnershipBanks:KookminBank;MaybankWhy: •US$1.4bndealsawKookminBanksellheldsharesinSorakFinancialHoldingsbyFullertonFinancialHoldingsandKookminBanktoMaybank

•SorakFinancialHoldingswasvehicleforamajoritystakeinBankInternasionalIndonesia

•DealstructuredtoallowbothMalaysianlicensedbanktoacquireIndonesianlicensedbankviaSingaporeincorporatedentity,followingauctionprocessundertakenbyFullertonFinancialHoldings(asmajorityshareholder)todisposeofitsinterestinSingaporeentitydespitedetoriatingeconomicconditions

nTT doCoMo - TATA TeLeSerVICeS InVeSTMenT ►Firms: AzB & Partners; J Sagar & Associates; Khaitan & Co; Shearman & Sterling; Skadden

Why: •US$2.7bndealsawNTTenterIndia’stelcomarketbyacquiringcommonsharesinTataTeleservices

•DealalsosawNTTlaunchopenoffertoacquirepercentageofoutstandingequitysharesthroughjointofferwithTataSons

PT BAnk LIPPo - PT BAnk nIAGA TBk MerGer ►Firms: Albar & Partners; Hadiputranto, Hadinoto & Partners; Melli Darsa & Co; Rajah & TannBanks:CIMBAccountants:PTErnst&YoungAdvisoryServices;RSMAAJAssociates

Why: •US$1.4bndealsawPTBankLippomergewithPTBankNiagatoformPTBankCIMBNiaga

•Inadditiontonavigatingconflictofinterestissues(bothbanksaredirectlyand/orindirectlyownedbyKhazanahNasionalBerhad)dealalsoneededtobestructuredsoastocomplywithIndonesia’sSinglePresencePolicy

TATA MoTorS - JAGuAr/LAnd roVer ACquISITIon ►Firms: Allen & Overy; Hogan & Hartson; Rodyk & DavidsonAccountants:DeloitteWhy: •US$2.3bndealsawFordMotorCompanyselltwoofitssubsidiaries,LandRoverandJaguarCars,toTataMotors

•DealwasfirstacquisitionbyIndiancompanyofautobusinessdivisionsrelatingtotwomarquebrandname

IPP FINANCIAL ADVISERS AWARD SINGAPORE M&A DEAL OF THE YEAR

FINALISTSASCoTT GrouP PrIVITISATIon ►

Firms: Rajah & Tann; WongPartnership

Why: •US$2.2bnprivitisationdealinvolvedvoluntaryofferwhichultimatelyledtocompulsoryacquisitionbySomersetCapitalofsharesofremainingshareholderswhodidnotacceptoffer

•AscottGroupisworld’slargestinternationalservicedresidenceowner-operator

ChInA huAnenG - TuAS PoWer ACquISITIon ►Firms: Allen & Gledhill; Drew & Napier; Haiwen & Partners; Herbert Smith; Lovells; Shook Lin & Bok; Sullivan & CromwellBanks:BNPParibas;Calyon;CreditSuisse;DBS;Fortis;MorganStanley;OCBC

Why: •US$3.1bndealsawChinaHuanengacquireTuasPower•Dealinvolvedblendofcashanddebts,aswellaslengthynegotiationsbetweenparentcompaniesandtheirsubsidiaries

•DealislargestoverseaspurchasebyChinesepowercompanytodate

GAZ de FrAnCe - PoWer GAS JV ►Firms: Allen & Gledhill; Herbert Smith; Rajah & Tann

Why: •DealsawGazdeFranceenterintoaJVagreementwithPowerGastobuildandoperateSingapore’sfirstLNGterminal,pursuanttowhichGazdeFrancewillhold30%minorityinterestinjointventurecompany

LIon PoWer hoLdInGS - Senoko PoWer ►FInAnCInG & ACquISITIon

Firms: Allen & Gledhill; Allen & Overy; Latham & Watkins; Rajah & Tann; Rodyk & Davidson; WongPartnershipBanks:ANZInvestmentBank;BankofTokyoMUFJ;DBS;Dexia;DresdnerBank;KBCBank;MizuhoBank;Natixis;RoyalBankofScotland;OCBCAccountants:PwCWhy: •US$3.2bndealsawLionPowerHoldingsacquireSenokoPowerfromTemasekHoldings(Private)

•DealcomprisedofbridgeloanfacilityandJPY67bnrepoweringloan•Dealwasclosedonexpeditedschedule,withonlytwodaysbetweenbidsubmissionandsigningandadditionalsevendaysbetweensigningandclosing

The CAIrnS - STrAITS TrAdInG ACquISITIon ►Firms: Allen & Gledhill; WongPartnership

Why: •DealsawTheCairnslaunchvoluntaryconditionalofferwhichwassubsequentlyconvertedtomandatoryunconditionalcashofferforalltheissuedsharesinTheStraitsTradingCompanyforUS$1.5bn

bMW ASIA AWARD SE ASIA DEAL OF THE YEAR

FINALISTSFull list to be revealed on the evening

SINGAPORE DEAL OF THE YEARFINALISTSFull list to be revealed on the evening

in-house awardsbANKING & FINANCIAL SERVICES

IN-HOuSE TEAM OF THE YEARFINALISTSCiti dBS hSBC ICICI BankMaybankoCBCStandard Chartered

bRAuN büFFEL AWARD INVESTMENT bANK

IN-HOuSE TEAM OF THE YEARFINALISTSCredit Suisse



deutsche Bank Goldman Sachs JPMorgan Merrill Lynch Morgan Stanley uBS

IT/TELECOMMuNICATIONS IN-HOuSE TEAM OF THE YEAR

FINALISTSAt&TBharti Televentures nokia SingTelStarhubTelekom Malaysia Berhad

DE DIETRICH AWARD REAL ESTATE & CONSTRuCTION IN-HOuSE TEAM OF THE YEAR

FINALISTSCapitaLand dLFFar east organisation Fraser Centrepoint unitech

SHIPPING IN-HOuSE TEAM OF THE YEARFINALISTSMalaysian International Shipping Berhadneptune orient Lines Pacific Carriers Shipping Corporation of India Titan orient Lines

SINGAPORE IN-HOuSE LAWYER OF THE YEAR

FINALISTSBoon Chin Aun, Golden Agri resources damian Yeo, nokia Jeffrey Wong, uBS Lena Chia, Temasek holdings Sharon Goh, Pacific Carriers

GIbSON, DuNN & CRuTCHER LLP AWARD SINGAPORE IN-HOuSE

TEAM OF THE YEARFINALISTS

Full list to be revealed on the evening

firm awardsCOMMERCIAL LITIGATION LAW FIRM OF THE YEAR

FINALISTS

Allen & Gledhill•Synonymouswithhigh-endlitigation,thisfirmwassingledoutfordepthandbreadthofitskeypersonnel

•StillhastheabilitytomixitwithotherlitigationheavyweightsinSingapore

drew & napier•Powerhousecommerciallitigationoutfitandwinnerinthiscategoryforthepreviousfouryears

•Boastsnumberofhighly-regardedlitigators,includingJimmyYimSC,CavinderBullSCandDavinderSinghSC

rajah & Tann•Perennialfinalistsinthiscategory;hasmorethan100lawyersdedicatedtothispracticearea

•Boastingitsfairshareofseniorcounsels,firmisconsistentlyneartopforhavinghighestnumberofapplicationsheardinsupremecourtfrommonthtomonth

WongPartnership•Widelypraisedbynumberofregion’sin-housecounsel,firm’sstrengthsinthisareawereperhapsbestdemostratedbyitsworkonYukosOilsaga

MERRILL LEGAL SOLuTIONS AWARD CONSTRuCTION LAW FIRM OF THE YEAR

FINALISTS

Allen & Gledhill•Top-tierperformerinthiscategory,firmwassingledoutforitsspecialtyteamswhohaveabilitytohandleconstructionandpropertyarbitrationmatters

drew & napier•LocalpowerhouseDrew&Napieragainpolledhighlyinthiscategory

•TanLiamBengagainsingledoutbyclientswholikedhishardmarketapproachtoproblemsolvinginthearea

harry elias Partnership•ItsinvolvementinsomeoflargestconstructionprojectsinSingaporetodatemakeHEPautomaticinclusioninthiscategory

•LatiffIbrahim,thefirm’smanagingpartnerandheadofitsconstruction,engineering&infrastructureprojectsgroupcomeshighlyrecommended

rajah & Tann•Winnerinthiscategoryin2006,firmismainstayonconstructionlawfront

•SundareshMenonSCwasheldinhighregardbyrespondentswithmanynotingthatsincehisappointmentin2007firmhascontinuedtoincreaseitsfootprintinthisarea

WongPartnership•ChristopherChuah’steamspokenofveryhighlybynumberofin-houselawyersacrossregion

•Winnerinthiscategorylastyear,firm’sworkonsuchprojectsasJurongTownCorporationsdivestmentensuresitisagainaworthyfinalist

ENERGY & RESOuRCES LAW FIRM OF THE YEAR

FINALISTS

Clifford Chance•Alwaysfavoritetotakehomethisaward,firm’sworkforoilcompanies,powerdevelopersandbanksonprojectsinsouthandsoutheastAsiahavewonitrespectofin-houselawyersandpeersalike

•WorkontheAdaniPowerProjectfinancing(shortlistedforEnergy&ResourcesDealoftheYear)isjustoneofmanyhigh-calibreprojectsthatfirmclosedin2008

Latham & Watkins•ExtremelysuccessfulyearforthisQFLPlicenseewastoppedoffbyitsworkonSingapore’ssecondgencosale-LionPower’sacquisitionofSenoko

•SingaporemanagingpartnerMarkNelsonhighlyrecommended

Linklaters Allen & Gledhill•Camehighlyrecommendedinpeerreviewprocessforitsworkacrossgasandpetrochemicalindustriesanditsabilitytointegratebanking,projectfinanceanddisputeresolutionskillsintothispracticeareawhererequiredd

Lovells Lee & Lee•SingaporeofficemanagingpartnerJamesHarrissteeredhisenergy&resourcespracticetoanothersolidyearin2008

•firmactedonsaleofSingaporegencoTuastoChinaHuanengandscoredhighlyamongpeersinthiscategory

Milbank•Perennialfinalistsinthiscategoryandwinnersin2006,Milbankwillagainbeintherunningthisyear

•NotonlydiditactonTanjungJatiBPowerPlantExpansionbutitalsoplayedpivotalroleinIndonesiancoalmininggiantPTAdaroEnergy’sUS$1.3bnIPO

70



norton rose•Awinnerofthiscategoryin2005,firmreturnstofinalistslistthisyearonbackofextremelystrongyear

•AlexCull,headoffirm’sglobalgasinitiative,comeshighlyrecommendedasisitsSingaporeofficeheadJeffSmith

IP LAW FIRM OF THE YEARFINALISTS

AMICA Law•SincebrakingawayfromAllen&Gledhillin2006toformtheirownIPboutiquepractice,AMICALawhasgonefromstrengthtostrength

•NamedasoneofbestfivefirmsforIPinSingaporebyALBlastyear;settomakeachallengefortopprizeatthisyear’sawards

ATMd Bird & Bird•Thewinnerinthiscategoryeveryyearsince2005,thisIPpowerhousebecameevenstrongerlastyearafterstrikingglobalalliancewithBritishfirmBird&Bird,amovewhichsurveyrespondentsfeltwillonlyenhanceitsreputationasoneofSingapore’spremierIPfirm

Baker & Mckenzie.Wong & Leow•ConsideredtobeleadingfirmwhenitcomestoITandcommercialdisputes,firmalsoboastsstrengthinbiotecharea

•PrincipalAndyLeckcomeshighlyrecommended

drew & napier•A perennial finalist in this category, 2008was yet anothermarvelous year for this full-service firmhaving representedSingTelandothersinhigh-profiletrademarkinfringementmatters

•DedarSinghGillandMorrisJohnwerebothacclaimedfortheirindustryknowledgeandcommerciallyorientedadvice

Lee & Lee•Thewinnerinthiscategoryeveryyearsince2005,thisIPpowerhousebecameevenstrongerlastyearafterstrikingglobalalliancewithBritishfirmBird&Bird,amovewhichsurveyrespondentsfeltwillonlyenhanceitsreputationasoneofSingapore’spremierIPfirm

•Lee&Lee’sstrengthsrestinthefactthatitprovidesequallyasstrongrepresentationincontentiousandnon-contentiousmatters

•Notedforitsparticularstrengthsinbrandprotectionandportfoliomanagement

•RespondentssingledoutheadofIPTanTeeJimSCasleaderinthefield

rodyk & davidson •ConsideredaheavyhitterinIP,thefirmboastsoneofmostwelldevelopedIPdepartmentsinthecountry,possessingcapabilitytocoverservicesrangingfromportfoliomanagementtotransactionalandcontentiouswork

•Headoffirm’sIP&technologypracticegroupLeeAiMingcomeshighlyrecommended

MERRILL LEGAL SOLuTIONS AWARD INTERNATIONAL ARbITRATION

LAW FIRM OF THE YEARFINALISTS

Allen & Gledhill•IApracticehasbecomebigpartofnation’sdrivetoestablishitselfashubofarbitrationinthesoutheastAsianregion

•HascontinuedtoexceldespitedepartureofKShanmugamSCtoSingaporeMinistryofLawlastyear

dLA Piper•Makingacomebackinthiscategory,firmhadstellar2008inwhichitactedonmanyhigh-profileIAcasesintheregion

•EarlierthisyearfirmlostDesmondOngtoEversheds,buthascontinuedstrongly

drew & napier•InternationalarbitrationpracticeconsideredbymanytobeheadandshouldersaboveothersinSingapore

•HighlyregardedJimmyYimSC,managingdirectorofthefirm’sdisputeresolutionpractice,andhisteamwereregardedhighlyfortheirexcellentservice,poiseandabilitytohandlehighestofhigh-profileinternationaldisputes

•HriKumarandCavinderBullwerebothappointedtoSCpostin2008

herbert Smith•LatelastyearHerbieswasoneofsixinternationalfirmsgrantedqualifyingforeignlawpracticelicense(QFLP)bySingaporegovernment,allowingittopracticeSingaporelawinlimitedareas

•MauriceBurke,jointheadofthefirm’sIApracticeinSEAsia,comeshighlyrecommendedandBangkok-basedAlastairHendersonwasalsosingledoutforspecialmention

norton rose•GuySpoonerheadsupNortonRose’sinternationalcommercialarbitrationanddisputeresolutionpracticethatisrenownedforitsshipbuilding,energy,internationaltrade,commodity,insuranceinfrastructureandtransportationdisputecapabilities

•SecuredaQFLPlicenselatelastyear

rajah & Tann•Thewinnerinthiscategorylastyear,firm’sabilitytoofferexpertiseintechnologyandshippingmattersmeansitisagainnaturalinclusionasfinalist

•StephenChongSChighlyrecommendedforhisexcellentresults

Shearman & Sterling•JonSavage,co-managingpartneroffirm’sSingaporeofficeanddeputyheadofIApractice,washeldinhighregardbyvoters

•Perennialfinalistinthiscategory,firmisconsidered,alongwithHerbertSmith,tobeoneofonlyhandfuloffirmsinSingaporecapableofdealingwithnicheareaofinvestor-statearbitrations

OFFSHORE LAW FIRM OF THE YEARFINALISTS

Appleby•Anothersolidyearforthisleadingoffshorefirm•FirmworkedonGMR’srecordbreakingacquisitionofIntergenNVandFrancesWoo,managingpartnerofitsHongKongoffice,comeshighlyrecommendedbypeersforherworkinregion

Cains•Firmopeneditsfirstofficeinregionmid-lastyearinSingaporeandhassinceworkedonnumberofimportantdeals,egGMR’sacquisitionofIntergenNV,ResortsWorldatSentosaprojectfinancing

•SingaporeofficeheadMikeEdwardscomehighlyrecommended

Conyers dill & Pearman•Awinnerinthiscategoryin2006and2007,firm’sSingaporeofficeisconsideredtobepivotalinAsia,asevidencedbyitsworkonResortsWorldatSentosaprojectfinancingdeal

•SingaporeofficeheadTanWoongTiangnotedforhisexpertiseincorporatefinancetransactions

Maples and Calder•Awinnerinthiscategorylastyear,firmwillonceagainbefightingforthetopspotthisyear

•ChristineChang,firm’sHKofficemanagingpartner,comeshighlyrecommendedforherworkinregion

Walkers•AnewentrantinthiscategorybutawinnerofthisawardattheALBHongKongLawAwardsin2007and2008,WalkersexcelledintheSouthEastAsianregionin2008accordingtorespondents

•Clientspointtothefirmsfundsandprivateequityworkintheemergingmarketsintheregionasitsgreateststrength

REAL ESTATE LAW FIRM OF THE YEARFINALISTS

Allen & Gledhill•Two-timewinneronceagaincamethroughtheballotingforfinalistsinstrongposition

•Peersdescribedfirm’scommercialrealestatepracticeasoneofbestinbusinessespeciallynotedforitsworkwithREITs

drew & napier•Winnerinthiscategorylastyear,firm’sallroundcapabilitiesintheareawerenotedhighlyinthepeerreviewprocess

•BothDavidChinandChanYeeMincomehighlyrecommendedfortheirexperienceinallaspectsofconveyancingandpropertylaw

khattarWong•Winneroftheawardin2005,KhattarWongreturnstothelistoffinaliststhisyearonthebackofexcellent2008

•Clientsandpeersalikenotethatitskeystrengthsrestwithadvisingonen-blocdealswhereco-headofbanking,financeandpropertyCarlaBarkerisconsideredhighly



To find out about the finalists and winners of the China and Japan Law Awards 2009 go to our website at www.albawards.com

THE AlB lAw AwARDs 2009

Lee & Lee•Alwaysacontenderinthiscategory,peersbelievedfirm’sstrengthstobeinleasingandfinancingsideofthearea

•Partnerandheadoffirm’srealestatedepartmentOwYongThianSoocomeshighlyrecommended

rodyk & davidson•Finalistinthiscategorypreviousyears,realestatepracticeofthisfirmadvisesondiverserangeofpropertytransactionsformanyofmajordevelopersinSingapore

•Strengthsincludeabilitytohandlemostcomplexandinnovativeof deals andwork for consumer banks on housing loans

WongPartnership•Perennialnomineeinthiscategory,2008wasanothergoodyearforWongPartnership

•HeadofinternationalrealestateCarolAnneTanhighlyregardedforherworkonREITSandherexpertiseinpropertyrelatedcorporatedisposals

SE ASIA SHIPPING LAW FIRM OF THE YEAR

FINALISTS

Clyde & Co•Two-timewinnerinthiscategory,firmboaststop-tierexperienceinwetanddryaspectsofpractice

•Capabilitiesinareasalignedtoshipping,namelyassetfinanceandoffshoreoil&gaswork,areconsideredsecondtonone;JohnChampion,ChrisEdwardsandCptBruceEwenareallhighlypraised

Ince & Co •Anamethatissynonymouswithallthingsshippingintheregion,Ince&Coalmostautomaticinclusioninthiscategory

•Peersspokeveryhighlyoffirm’swetpracticewhereitregularlyactsonmosthigh-profilecontractualandliabilityissues;ChrisGreiveson,JamesDrummondandRichardLovellallcomehighlyrecommended

holman Fenwick Willan•Widelyregardedasregion’sexpertsonalladmiraltymatters,firmhadanotherstrongyearrepresentingownersandunderwritersonnumberofhigh-profilecollisioncases

•SimonDavidsonandBillKerrbothregardedasexpertsintheirfields

Stephenson harwood•Newentrantinthiscategory,2008wasastellaryearforthisfirmintheregionasitcontinuedtoactforsomeofshipping’smosthigh-profileclientslikeMaerskandSwire

•DuraiShunmugamsaidtoleadthispracticeexpertly,whileSingaporeofficeheadMartinGreennotedforhisexpertiseonassetfinancesideofpractice

Watson, Farley & Williams•Winnerinthiscategorylastyear,firm’sregionalshippingpracticewentfromstrengthtostrengthin2008

•Notonlydiditactonsomeofmosthigh-profilecontentiousshippingandprojectfinancemattersoflastyearbutpeersfeltitshadtwoofbestall-roundassetfinancelawyersinregioninChrisLoweandGohMeiLin

SINGAPORE SHIPPING LAW FIRM OF THE YEAR

FINALISTS

Allen & Gledhill•Firmboastsequallystrongexpertiseoncontentiousandnon-contentioussideofthearea

•VivianAng,apartnerinseven-strongteam,comeshighlyrecommended

drew & napier•Regularfinalist,peersspokeveryhighlyofshippingheadIanKoh,notonlyforhisexpertiseinshippingmattersbutalsohisexcellentmannerindisputessideofthepractice

•Firm’scorporatefinancedirectorValerieKwokalsocomeshighlyrecommendedforherworkonfinancesideofpractice

haridass ho & Partners•Perennialfinalistinthiscategory,thisboutiqueshippingpracticebelievedtobeexpertinallareasacrosspractice

•LedbynamedpartnerAjaibHaridass;RandhirRamChandra,firm’smanagingpartnerandThomasTanalsocomehighlyrecommended

JTJB•Alwaysstrongcontenderinthiscategory,thisboutiquefirmcontinuestopresslargerfirmsformostlucrativeofworknotonlyinSingaporebutacrossregion

•FoundingpartnerDato’JudeBennypraisedforhisknowledgeandexperienceandforremainingoneofmosthands-onofindustry’selderstatesmen

rajah & Tann•Four-timewinnerofthisaward,firmwidelyrecognisedtobeleaderinfield

•LedbySeniorCounselStevenChong,admiraltyandshippingpracticegroupisadominantmaritimelawpracticeinSingapore

TAX & TRuSTS LAW FIRM OF THE YEARFINALISTS

Allen & Gledhill•Four-partnertaxpracticeincludeshighlyregardedNandSinghGandhiwhospecializesinappealsandobjectionsontaxissuesformajorcorporationsandfinancialinstitutions

Baker & Mckenzie . Wong & Leow•Winnerinthiscategoryatlastyear’sALBSEAsiaLawAwardsandlastyear’sALBHongKongLawAwards,peersrecommendthisfirmforitsstableoftaxprofessionalsaswellasitsinternationalreach

•EdmundLeow,headoftaxpracticeinSingapore,ishighlyregarded

drew & napier•Pastnomineeinthiscategoryandwinnerin2005and2006,Drew&NapiercanrightlyclaimtobeonlyfirminLionnationwithfull-servicecapabilityacrossbothareas

•RecruitmentofOngSimHoearlylastyearhasbeeninstrumentalincementingitspositioninthisregard

khattarWong•Finalistagaininthiscategory,firmboastsfully-fledgedtaxdepartmentstaffedbyeightdedicatedtaxprofessionals

•HeadofdepartmentLeonKwongWingcomeshighlyrecommendedasdoesseniorpartnerGurbachanSingh

WongPartnership•Awinnerinthiscategorylastyearandafinalistforthepasttwoyears,thefirmonceagainpolledstronglyinthiscategory

•Offeringthefullgamutoftaxservicesinanumberofpracticeareasclientsandin-housealikesingledoutthefirm’stransactionalandadvisoryworkasitsgreateststrength

INDIA DEAL FIRM OF THE YEARFINALISTSAmarchand & Mangaldas AZB & Partners FoxMandal Little J Sagar & Associates khaitan & Co Luthra & Luthra Talwar Thakore & Associates

INDONESIA DEAL FIRM OF THE YEARFINALISTSAli Budiardjo nugroho reksodiputrohadiputranto, hadinoto & Partners hendra Soenardi & rekan Lubis Ganie Surowidjojo Makarim & Taira S Makes & Partners Melli darsa & Co

MALAYSIA DEAL FIRM OF THE YEARFINALISTSAlbar & Partners Azmi & Associates kadir Andri & Partners Shearn delamore Zaid Ibrahim & Partners Zul rafique & Partners

PHILIPPINES DEAL FIRM OF THE YEARFINALISTSAccra Law quisumbing Torres romulo Mabanta Buenaventura Sayoc & de Los Angeles SyCip Salazar hernandez & Gatmaitan

THAILAND DEAL FIRM OF THE YEARFINALISTSBaker & MckenzieChandler & Thong-ek Clifford Chancehunton & Williams Siam Premier

VIETNAM DEAL FIRM OF THE YEAR FINALISTSAllens Arthur robinson Baker & Mckenzie Frasers Freshfields Bruckhaus deringer VILAF hong-duc YkVn

INTERNATIONAL DEAL FIRM OF THE YEAR

FINALISTSBaker & Mckenzie Clifford Chance Latham & Watkins Linklaters Milbank White & Case

SINGAPORE DEAL FIRM OF THE YEARFINALISTSAllen & Gledhill drew & napier rajah & Tann WongPartnership

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IPP FINANCIAL ADVISERS IPPFinancialAdvisersPteLtdisSingapore’slargestindependentlyownedfinancialadvisory.Foundedin1983,itisalsoSingapore’soldestandmostestablished,withareputationforimpartialadviceandhighlevelsofongoingserviceratherthanjustsimpleproductimplementation.Allrepresentativesarelicensed

sponsors

event partner TreasuryCentre(oneofthreeBMWTreasuryCentresworldwide),theAsianstudioforBMWDesignworksUSA,astrategicdesignconsultancywithintheBMWGroupandBMWGroupFinancialServices.Inaddition,theBMWGroupalsoestablished

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GIBSON, DUNN & CRUTCHER LLP Gibson,Dunn&CrutcherLLPisaninternationallawfirmwithlitigation,corporate,realestateandtaxexpertise.Wehave15officeslocatedthroughoutAsia,theUnitedStates,EuropeandtheMiddleEast,andareconsistentlyrankedamongtheworld’stoplawfirmsinindustrysurveysandmajorpublications.

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Secure your Seat for thiS Sell-out eventDon’t miss your chance to attend the most popular night in the legal industry calendar.

For table bookings:rozidah Jambari +65 6423 4631 (ext 229) email: [email protected]

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5 June 2009, the ritz-carlton, Millenia Singapore

• CHINA • SE ASIA • AUSTRALASIA • JAPAN • HoNg KoNg

BOOk NOW SPACeS ARe LiMiTeD Reserve your table as soon as possible to avoid disappointment

yes! i want to attend the BMW Asia ALB sE Asia law Awards dinner & presentation ceremony – 5 June 2009

Please reserve table(s) at SGD1795 incl GST - 1 table seats 10 people Please reserve seat(s) at SGD235 incl GST

name: Job Title:

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fEaTURE | travel survey >>

Travel could provide a saving grace for law firms this year, and with the travel industry increasing their incentives, ALB’s annual survey provides a guide to the best airlines, hotels and restaurants

It is no surprise that in the past year business travel trends have changed significantly. Fiscally conscious clients and managers are trimming

budgets, and are demanding more from their travel companies, whether it is a higher level of service or the incentives currently being offered. However, firms are also realising that travel may just be the ticket to help generate business in a downturn.

Lawyers are essentially service providers and part of meeting client needs includes taking the long haul to meet them face to face. Research from US Travel Association (USTA) has shown that companies are recognising that travelling to service clients on the ground where their competitors may not be, can better position them in an increasingly competitive market.

“In this global economy, firms should be fighting for business, not holding back, and should be out there networking,” says Chris Flynn, pacific regional director of non-profit travel association, Pacific Asia Travel

Business travel survey: ALB Editor’s Choice 2009

Association. “It’s not a time to cease travelling, the world economy is based on trade and that includes travel.”

Although it may appear beneficial in the short term, business may be lost to other firms who are out there servicing clients on the ground and developing their contacts, methods recognised as the gateway to bring more work into the firm. “Travel plays an important role in business growth in a down economy, by helping businesses connect with their customers,” says Suzanne Cook, vice president of research at USTA. “It’s also clear from our [research] that the old maxim remains true; if you don’t take care of your customers, someone else will.”

Traveller’s checkLower rates, higher service levels, more incentives. Travel companies are rolling out the perks. In the next few months travellers will see loyalty rewarded in frequent flyer points, or two for one deals. “It’s likely that the travel industries will

http://www.emirates.com/sg



Business travel survey: Editor’s Choice 2008

Conrad Hong Kong

Grand Hyatt, Beijing

Grand Hyatt, Seoul

Island Shangri-la, Hong Kong

Park Hyatt, Tokyo

Ritz Carlton, Jakarta

Conrad, Singapore

Shangri-La, Singapore

Nikko Hotel, Kuala Lumpur

Burj Al Arab, Dubai

Fraser Place, Tokyo

Opposite House, Beijing

Four Seasons Place, Hong Kong

Ascott Beijing

Regalia Serviced Residence, Shanghai

Ascott, Jakarta

Fraser Suites, Hanoi

Orchard Parksuites, Singapore

Great World Serviced Apartments, Singapore

Best Business Hotel in North Asia

Best Business Hotel in Southeast Asia/Middle east

Best Serviced Apartments in North Asia

Best Serviced Apartments in Southeast Asia/Middle east

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

be value-adding, with free upgrades or through loyalty programs,” Flynn says. While airline, lodging and booking prices have never been more attractive, the choice remains large.

Best business hotels Views, facilities, and comfort were all high on the list for readers. Survey respondents also said that location and service efficiency lure them back to hotels such as the Conrad in Hong Kong, which proved a favourite. Some hotels were voted not just for one location, but two – the Grand Hyatt’s Seoul and Beijing branches and the Shangri-La in Singapore and Hong Kong are certainly keeping readers happy. Service staff was highly valued in Seoul, as was room space and amenities in Beijing, especially after a long haul flight and the bustle outdoors. “One of best views,” was how one respondent rated Island Shangri-la in Hong Kong, with another praising the hotel’s combination of room spaciousness and high level of service. Tokyo’s Park Hyatt hotel was rated highly for location and views, but the “excellent coffee”, sealed the deal for one respondent. Nikko Hotel in Kuala Lumpur was acknowledged for the quality of the food at its Benkay Japanese Restaurant and Serena Brasserie.

Best serviced apartmentsAsia’s serviced apartments are becoming increasingly popular for business travellers in the current environment, with enquiry rates growing by 24% last year, according to research by Hogg Robinson Group. Apartments have become an ideal choice for lawyers extended stays or generally for those staying for long periods. Apartment atmosphere, location and facilities proved the biggest selling point for most respondents, with a significant number of apartments from the PRC in the north Asia top five – Ascott, Four Seasons Hong Kong, Opposite House and Regalia Serviced Residence were all highly recommended. Singapore’s Orchard Parksuite and Great World

http://www.conradhotels.com



Service Apartments also received commendations for amenities including wifi. Fraser Place in Tokyo and Vietnam was voted for its modern design and service.

Best restaurantsUnsurprisingly, there were a significant number of votes in this category, as Asia’s restaurants not only provide the most variety, but high service quality and, of course, great food. These were the main reasons provided by respondents for voting restaurants such as Hong Kong’s Huton, Vabene, and Spoon by Alan Ducasse, while Singapore’s Indochine and Taste Paradise were also praised, along with Malaysia’s Nero Vivo, Kampachi Restaurant and Latest Recipe Restaurant for their “delicious meals and good service”. M on the Bund in Shanghai not only provided good views, but ambience was also a significant selling point.

Business class airlines Developing a number of loyal passengers requires a checklist in certain areas. Value, modern amenities and service were the basics, but reputation and consistency of service also weighed in. Devotees of Singapore and Malaysian airlines said they offered good rates and convenience in purchasing tickets, while British Airways garnered favour for its industry reputation and its business class program ‘Club World’. This year’s new favourites, Emirates and Etihad, were rated for their modern seating and cabins. The service at Korean Air came highly recommended from readers, some of who placed the friendliness of cabin staff as a major reason for their choice. Other airlines commended for their service were Cathay Pacific and Qatar Airways, who came in top once again, with both rating highly for in-flight entertainment. And for flyers of long haul flights, the airlines’ flat beds were much appreciated. Meanwhile, value for money proved a winner for enthusiasts of Virgin Atlantic and Malaysian Airlines. ALB

Business travel survey: Editor’s Choice 2008

Hutong, Hong Kong

M On the Bund, Shanghai

Vabene, Hong Kong

Spoon by Alan Ducasse, Inter Continental Hong Kong

Otowa – Tei, Hilton Tokyo

Indochine, Singapore

Taste Paradise, Singapore

Latest Recipe, Le Meridien Hotel, Kuala Lumpur

Nero Vivo, Kuala Lumpur

Kampachi Restaurant, Equatorial Hotel, Kuala Lumpur

Best Restaurants in North Asia

Best Restaurants in Southeast Asia/Middle east

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

British Airways

Emirates

Korean Air

Cathay Pacific

Virgin Atlantic

Etihad Airways

Malaysian Airlines

Singapore Airlines

qatar Airways

Emirates

Best Business Class Airline for North Asia

Best Business Class Airline for Southeast Asia/Middle east

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

BEST HOTEL/RESORT

BEST AIRLINE

BEST RESTAURANT

Girl interrupted

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PRIVATE PRACTICE

Please contact Jeremy Small at (65) 6829 7155 or email [email protected]

Please contact James Garzon at (852) 2521 0306 or email [email protected]

SINGAPORE OFFICE

HONG KONG OFFICE

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

COMPLIANCE / IN-HOUSE

M&A – SINGAPORE

Top-10 UK firm boasts an unrivalled track record in Asia and needs a Singapore qualified M&A lawyer to join them. Technical excellence in Singapore law matters and perhaps some experience with another international firm would be well regarded. (PTS1844) 6 YRS+ PQE

CONTRUCTION LITIGATION – SINGAPORE

Due to the increase in contentious work, this international firm seeks a senior contentious construction lawyer. You must exhibit a strong insurance related background in construction. Regional portfolio needed for immediate partnership. (PTS1851) 6 YRS+ PQE

SHIPPING LITIGATION – SINGAPORE

Ideal candidates for this role will have worked on dry shipping matters and will be familiar with LMAA arbitrations. Strong academics and regional experience are key to securing this position working with a highly regarded partner. (PTS1859) 2-5 YRS PQE

CORPORATE – SINGAPORE

US firm with global offices will open in Singapore soon. This opportunity is for a senior corporate lawyer who wants to be instrumental in opening and guiding this office’s growth. Senior Associates and Of Counsel candidates are encouraged to apply. (PTS1792) 6YRS+ PQE

HEAD OF TMT PRACTICE – MIDDLE EAST

This strong practice in the Gulf is looking for a lawyer with a regulatory and commercial background to join one of its largest offices as Head of Telecoms. Arabic language skills would be an advantage. (ME674) PARTNER/PARTNER TRACK

PROJECTS – MIDDLE EAST

A stellar opportunity has arisen with this leading international player in the Middle East. Energy experience gained while working with another strong practice is essential, as are solid business development skills. (ME673) PARTNER TRACK

LEGAL COUNSEL, CONSTRUCTION – SINGAPORE

A process management giant in Singapore seeks a junior lawyer to be based in Singapore and to work on a large project in Algeria. Candidates need construction litigation experience, native level English and spoken Mandarin. (ISSJSK1167) 3 YRS+ PQE

LEGAL COUNSEL, CORPORATE – SINGAPORE

World class projects company seeks legal counsel to be based in Singapore office. Incumbent required to work closely with management team on legal matters for all business units. In-house experience essential. (ISSJSK1164) 6 YRS+ PQE

LEGAL COUNSEL, BUSINESS INFORMATION – SINGAPORE

Our client is a recognized brand within the business information market place. Reporting to the General Counsel, you will take responsibility for legal activities in Asia. A proven track record in Asia is essential. (ISS1154) 6 YRS+ PQE

HEAD OF COMPLIANCE, BANKING – SINGAPORE

Our client stands out as a market leader in banking and are now seeking a candidate to oversee compliance operations in Singapore. Knowledge of Financial Markets products is essential and a knowledge of wholesale bank compliance is preferred. (ISS1162) 9 YRS+ PQE

TRADE SURVEILLANCE, BANKING – SINGAPORE

If you have Trade Surveillance or similar experience, then step up and join this global bank. Possessing in-depth knowledge of Exchange rules and regulations, you will conduct training, provide business advice and manage a team. (ISS1148) 7-10 YRS PQE

CONTRACT MANAGER, CONSTRUCTION – SINGAPORE

MNC specializing in civil, structural and building projects urgently seeks an experienced contract manager. You should have solid experience providing legal advice on construction and contractual issues. (ISSLL1166) 5-8 YRS PQE

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9.5_la_alb_sg hi-res.pdf 5/8/09 4:04:31 PM

http://www.law-alliance.com

http://www.hughescastell.com

http://www.jlegal.net

hmaBlaze117205

Talent2 International Limited, an Australian-Listed entity, is Asia-Pacific's first end-to-end Human Resources Outsourcing (HRO) solutions business and one of the leading recruiters of choice for a growing number of businesses across the region. Led by the hugely successful and visionary Geoff Morgan and Andrew Banks (formerly of Morgan & Banks), Talent2 combines a contemporary and ethical approach to recruitment with a lineage stretching back more than 20 years.

Singapore – LegalSenior Legal Counsel (Oil & Gas) > 5 PQE

Our client, a Houston based Oil & Gas company is seeking a regional »legal counsel based in Singapore. This role reports to a General Counsel based in Houston.Ideally, you would have substantial corporate and commercial legal »experience either in-house or within practice. You would be familiar with the oil & gas industry especially jack-up rigs, FPSOS and semi-submersible rigs.You will have very strong communication skills conjoined with »a consensus-building approach to negotiations Candidates with experience in JV/M&A and business integration experience are encouraged to apply.

Ref: ALB 23799/PJ

Legal Counsel, Banking > 3 PQE Our client, one of Asia’s top investment banks is presently seeking a legal »counsel to join a growing regional legal function based in Singapore.The role involves supporting a corporate legal function focusing on »merchant banking, commercial issues and general corporate legal matters.Candidates with prior banking experience are advantaged for this role, »however, Candidates with excellent academic credentials and general corporate experience would also be strongly considered.

Ref: ALB 22525/PJ

Legal Counsel (Private Banking/Derivatives) > 3 PQEOur client, a renowned private and investment bank is currently »seeking a qualified lawyer to join their regional legal function supporting the private bank.The coverage of the role will include structured products, funds and f/x. In »this role you’ll be responsible for drafting and reviewing legal forms and agreements, dealing with complex cross-border legal questions on the execution and settlement of structured products and investment funds. You will ideally have private banking expertise, but barring that, »candidates with knowledge of derivatives (OTC or otherwise), exotic Options and Forward Strategies are encouraged to apply.

Ref: ALB 20009/PJ

Senior Legal Counsel (Insurance) > 5 PQEOur client, a global international insurance giant, is presently seeking to »build up their regional (APAC) legal function.You will ideally have a mix of insurance litigation and corporate/ »commercial experience within an in-house function. You would also leverage experience dealing with regional financial regulatory issues as there is also significant funds (both mutual and alternative) exposure.You will have key business responsibilities for managing the product »development teams from a legal and regulatory perspective in regional markets.

Ref: ALB 20007/PJ

Senior Legal Manager, (Property & Real-Estate) > 5 PQE Our client, one of Asia’s largest property giants is seeking a legal counsel »for their group legal function. Primary responsibilities include transactional advice on diverse matters »such as structured lending, DCM-related work as well as advice on existing REIT structures.This is a great opportunity to move into one of the most highly-regarded »corporate legal teams in Singapore. The ideal candidate will have top-tier law firm exposure as well as excellent academic credentials.

Ref: ALB 23458/PJ

Legal Counsel (Private Banking/Derivatives) > 3 PQEOur client, a renowned private and investment bank is currently seeking »a qualified lawyer to join their regional legal function supporting the private bank.The coverage of the role will include structured products, funds and f/x. In »this role you’ll be responsible for drafting and reviewing legal forms and agreements, dealing with complex cross-border legal questions on the execution and settlement of structured products and investment funds. You will ideally have private banking expertise, but barring that, »candidates with knowledge of derivatives (OTC or otherwise), exotic Options and Forward Strategies are encouraged to apply.

Ref: ALB 22365/PJ

Senior Legal Counsel, US IT MNC > 5 PQEOur client, an international business consulting MNC, is presently »seeking a senior technology lawyer to join their regional in-house function based in Singapore.This role would revolve around the review, drafting and negotiating »medium to complex client transactions. You’ll be tasked with identifying and advising senior management on legal and commercial risks associated with such transactions, assessing their potential impact and to provide proactive and creative solutions.Transaction experience within an IT environment is essential for this »role. Ideally, you would hail from an IT services vendor environment and understand the industry from a holistic view.

Ref: ALB20011/PJ

Senior Legal Counsel, US IT MNC > 5 PQEOur client, an international business consulting MNC, is presently »seeking a senior technology lawyer to join their regional in-house function based in Singapore.This role would revolve around the review, drafting and negotiating »medium to complex client transactions. You’ll be tasked with identifying and advising senior management on legal and commercial risks associated with such transactions, assessing their potential impact and to provide proactive and creative solutions.Transaction experience within an IT environment is essential for this »role. Ideally, you would hail from an IT services vendor environment and understand the industry from a holistic view.

Ref: ALB 22456/PJ

Corporate Attorney, Technology & Internet > 5 PQEThis globally recognised ‘brand-name’ needs a commercial, creative, »detail-oriented attorney to join their regional operations in Singapore.Ideally, you would be well-versed with technology and financial services »with a critical eye towards risk and regulatory issues. You would have a broad range of experience ideally with financial services and/or technology backgroundYou will be working closely with the risk, product, marketing, »compliance and business development teams regionally and report to a regional legal director.

Ref: ALB 20014/PJ

Legal Opportunities – Singapore

For a confidential discussion of any of these roles or if you’re considering a move, please contact Prem John at Talent2 on (65) – 6511 8555 or e-mail him [email protected]

Please visit: www.talent2.com

http://www.talent2.com

84

Sign off >>


it appears Eversheds is into staff protection. The UK firm recently

requested that associates stay in the safety of their own homes during the G20 summit period, stating that they put “staff safety first” as anti-capitalist protesters threatened to overthrow the City of London.

Those who attended Eversheds’ Cheapside office on the edge of the City were also asked to dress down for two days of the summit.

The firm is one of three UK firms who briefed staff on safety precautions.

Clifford Chance warned staff to be prepared to work from home and to avoid its Coleman Street office, while Ashurst urged staff to take public transport rather than drive into work to avoid the risk of being spotted by protesters.

A former partner with a prominent New Orleans law firm, Adams and Reese, has landed himself behind bars after pleading guilty to stealing

millions of dollars from the firm and a casino operator. The partner, James Perdigao, 46, pleaded guilty to charges that included

fraud and money laundering. He was sentenced to just over 15 years in prison and ordered to repay about $23 million.

Perdigao was awaiting trial in the fraud case last year when a grand jury pressed new charges, stating that he hacked into his former firm’s computer system and stole confidential correspondence between prosecutors and the firm. He resigned from Adams and Reese in September 2004.

a passion for fashion

Come fly with me

Travelling for business plays a big part in

many lawyers’ lives, as demonstrated by our Business Class Travel feature on pages 66–70, and, according to Skytrax, these airports are the best around.

crime doesn’t pay for jailed us lawyer

The WorLd’S ToP 10 AIrPorTS ►Rank Airport Why/Facilities

1 HongKongInternationalAirport

Efficiencyandcomfort

2 Singapore Massage/swimming,AmbassadorTransitHotelinTerminals1,2and3.

3 Seoul Businesscentre,showerandmassageservices,hairsalon

4 KualaLumpur Facilitiesforpassengers,comfortandcleanlinessofterminals

5 Munich Miniaturegolf,a60-seatcinema,andcosmeticandphysiotherapyservices

6 Kansai WiFiandinternetfacilities,checkinease,transportservices

7 Copenhagen Transportservices,automachinecheck-infacilities,restaurants.

8 Zurich Shopping,airportviews,easeoffacilities

9 Helsinki Helpfulstaff

10 CapeTown Spaciousterminalspaces,helpfulstaff

Source: SkyTrax

y• ear-on-year decline of 28.4% for fees in Asia-Pacific, Japan (excluding Central Asia) region Equity market, M&A and syndicated loans •are down. Loans hit most – 35.6% decline Debt market was only segment to experience increase in fees, posting gain of 48.8% from same quarter last year Mizuho Financial Group topped investment •banking fee charts in Asia-Pacific, Japan (excluding Central Asia), with US$136m in revenues (3.7% increase from fees earned in same period last year) Top fee destination is from the M&A market, •with 49.7% of total fees paid for in the Asia-Pacific, Japan (excluding Central Asia) region

Asia-Pacific, Japan banking fees fall

it seems even lawyers have been swept away by the spirit of

Australian Fashion Week. The offices of leading commercial

law firm Kemp Strang doubled as a catwalk and cocktail lounge recently as the firm became the venue for the Leona Edmiston Winter 2009 collection.

The glamorous night was a fundraising event for the Wayside Chapel in Kings Cross, Sydney.

http://www.legalfutures.com

http://www.emiratesadvocates.com

asian legal business (se asia) may 2009

Documents

respected law firms

established law firms

following firms

fields of law

firms expertise

offshore firms

australian firms

global law firm